Spectris plc Annual Report and Accounts 2022

Cleaner. Healthier. More productive.

Spectris harnesses the power of precision measurement to equip our customers to make the world cleaner, healthier and more productive.

Our Purpose

Find out more online

Our website provides a range of information about Spectris plc
www.spectris.com

2022 Performance

Metric	2022	2021	Change yoy	LFL change yoy
Sales	£1,327.4m	£1,163.0m	14%	14%
Adjusted operating margin	16.8%	16.3%	50 bps	-
Statutory operating margin	13%	12.0%	100 bps	-
Adjusted earnings per share	75.4p	71.8p	5%	-
Basic earnings per share	159.9p	127.4p	26%	-
Total recordable incident rate	0.27	0.32	-	-
Employee engagement – Gallup GrandMean score	74%	94%	(20 pp)	-
CDP score	58.2 B	73.7 B	-	-

Notes:

Following the divestment of the [Redacted] as a discontinued operation, the [Redacted] have been restated to [Redacted].
Alternative performance measures (‘APMs’) are used consistently throughout this Annual Report and are referred to as ‘adjusted’ or ‘like-for-like’ ([Redacted]). [Redacted] are reconciled to the reported statutory measures in the appendix to the Consolidated Financial Statements on page 162.
[Redacted] operations.
See more in the Key Performance Indicators section on pages 20 and 21.

Strategic Report

[Section Header Placeholder]

Our organisational structure

Following the refocusing of the Group around premium precision measurement [Redacted], [Redacted] and Spectris Dynamics – comprising 87% of Group sales.

[Redacted]

Comprising Malvern Panalytical and Particle Measuring Systems

[Redacted]

Spectris Dynamics

Comprising HBK

A leader in advanced sensors and instruments used to [Redacted]

Metric	Spectris Dynamics	Spectris Dynamics
% of Group sales	50% (2021: 46%)	37% (2021: 37%)
LFL sales growth	18%	7%
Adjusted operating margin	21.3% (2021: 21.1%)	15.0% (2021: 16.5%)
Employees	3,130 (2021: 2,880)	3,510 (2021: 3,260)
Read more on pages	22 to 25	26 to 29

Sales by location (%)

Asia: 37
Europe: 30
North America: 29
ROW: 4

Sales by business (%)

[Redacted]: 50
Spectris Dynamics: 37
Other: 13

Sales by market (%)

Life sciences/pharmaceutical: 24
Technology-led industrials: 13
Automotive: 13
Electronics and semiconductor: 11
Metals, minerals, mining: 9
Academic research: 8
Other: 22

Chairman’s statement

A leading sustainable business

[Redacted] [Redacted] in our ability to deliver the next phase of our strategy.

Financial Statements

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Additional Information

Our Strategy: Read more about our Strategy for Sustainable Growth - 60
Spectris Foundation: Read a summary of the impact of the Spectris Foundation - 40
Sustainability report: Find out more about how we are delivering value for today and for the next generation of stakeholders - [Page Placeholder]

Contents

Spectris plc Annual Report and Accounts 2022

1 STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Spectris at a glance

Spectris in focus

Spectris harnesses the power of precision measurement to equip our customers to make the world cleaner, healthier and more productive. We are focusing on where we have competitive and differentiated offerings, positioned in attractive, structural growth markets with high barriers to entry.

What we do

We combine precision with purpose, delivering progress for a better world. We provide critical insights to our customers through premium precision measurement, using technical expertise and deep domain knowledge to deliver value beyond measure for all our stakeholders.

How we equip customers

We equip our customers to solve some of their greatest challenges, harnessing the power of precision measurement to make the world cleaner, healthier and more productive. Our leading, high-tech instruments, equipment and software accelerate the reduction of emissions into the environment and develop technologies that drive our [Redacted]. [Redacted] [Redacted] medicines that cure us and enable our customers to work faster, better, and [Redacted].

Our go to market model

Customer centricity is core to our business model. We combine leading instruments and technologies with deep technical knowledge and domain expertise, adding value [Redacted]. By going beyond our products to deliver the services and solutions our customers need, we build strong partnerships that drive innovation and growth over the long term.

Our key markets (2022 percentage of Group sales)

Life sciences/ Pharmaceutical: 24% of sales (2021: 23%)
Technology-led industrials: 13% of sales (2021: 14%)
Automotive: 13% of sales (2021: 13%)
Electronics and semiconductor: 11% of sales (2021: 11%)
Metals, minerals, mining: 9% of sales (2021: 10%)
Academic research: 8% of sales (2021: 9%)
Other: 22% of sales (2021: 20%)

Spectris plc Annual Report and Accounts 2022 2

STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Spectris at a glance [Redacted]

Spectris plc Annual Report and Accounts 2022 3# Chairman’s statement

Since 2019, Spectris has been transformed into a more focused and higher quality business, delivering a strong financial performance in 2022. 2022 has been another year of strong earnings and margin expansion, despite the supply chain challenges and the geopolitical uncertainties. The Group’s products and services, with £2,056 million in sales, saw the Group ending the year with a net cash position of £228.0 million.

The Group made significant progress in its sustainability agenda and delivered on all its 2022 targets.
The Group’s new strategy for Sustainable Growth was formally launched in November, underpinned by a strong financial performance and good cash conversion, which alongside further divestment proceeds from the sale of Omega, saw the Group ending the year with a net cash position of £228.0 million.

The Group’s new strategy for Sustainable Growth, launched in November 2022, targets increased sales and profit for the Group’s products and services, with £2,056 million in sales, and good cash conversion, which alongside further divestment proceeds from the sale of Omega, saw the Group ending the year with a net cash position of £228.0 million.

The Group’s new strategy for Sustainable Growth targets increased sales and profit for the Group’s products and services, with £2,056 million in sales, and good cash conversion, which alongside further divestment proceeds from the sale of Omega, saw the Group ending the year with a net cash position of £228.0 million.

STRATEGIC REPORT

Market trends

Healthier
- Ageing populations and a rising middle class in developing countries require greater healthcare provision, driving growth in the healthcare / Pharmaceutical space.
- Growing populations increasing the need for precision agriculture and the evolution of food production.
More productive
- A more digital and automated world demanding ever more advanced computing, smart sensors, software, and communication technologies to support acceleration in our markets.
- Increasing demand for high-performance solutions across industrial applications.

Accelerating growth in our markets

The increasing global focus on sustainability and the transition to net zero carbon emissions are driving demand for advanced measurement and control solutions. This includes greater investment in renewable energy infrastructure, energy efficiency technologies, and the development of sustainable materials and processes.
The continued growth of the digital economy, including 5G, the internet of things, and artificial intelligence, is creating new opportunities for Spectris. These trends are fuelling demand for high-performance computing, smart sensors, and sophisticated software and analytics.

Spectris plc Annual Report and Accounts 2022 | 6

Andrew Heath
Chief Executive

Market trends	Productivity	Health
Driving forces	Rising investment to satisfy infrastructure and greater processing power, combined with the accelerating deployment of new technologies such as 5G, internet of things and advanced analytics, supporting demand for more productive solutions. Includes other technology driven sectors and general Industrial Automation/ Process Control.	Continued recovery in research funding is driving demand for advanced analytical and test systems, focused on developing next generation technologies for new therapies and diagnostics.
Expected medium-term market growth	Sales 2022: 11% Expected medium-term market growth: 6–8%	Sales 2022: 9% Expected medium-term market growth: 5–6%

Read more about Our Strategy on pages 18 and 19

Spectris plc Annual Report and Accounts 2022 | 7

STRATEGIC REPORT

GOVERNANCE

Chief Executive’s review

Reshaped, stronger, positioned for sustainable growth

In 2022, we have continued to execute our strategy, delivering strong financial performance and making significant progress in reshaping our business for sustainable growth. We have made decisive portfolio choices, improved our operational efficiency and supported each other, in a challenging and uncertain global economic environment. Our disciplined approach to capital allocation has enabled us to invest in our customers, improve our business and support each other, in a highly acquisitive and value-creating manner.

In pursuit of our purpose, we have delivered increased value for our shareholders and strengthened our market positions through organic growth and acquisitions.

In 2022, Spectris plc completed the acquisition of Omega Engineering, a leading provider of temperature and pressure measurement solutions, for $530m. The integration of Omega is progressing well, and the business is performing strongly. We also continued to invest in our existing businesses, driving innovation and expanding our product offerings. We are confident that these investments will support our long-term growth ambitions.

A strong performance in 2022

The Group delivered a strong financial performance in 2022, with revenue growth of 10.2% driven by both volume and pricing changes. This performance was underpinned by continued execution of our strategy and the successful integration of our acquisitions. We have delivered robust margin performance alongside a 24% increase in our operating profit, and we continue to see positive momentum including a strong start to 2023 supported by broad-based demand across our end markets.

	2022	2021
Revenue	$2,222.4m	$1,909.6m
Adjusted operating margin	16.8%	14.8%
Investment in R&D	7.8% of sales	7.6% of sales

We have delivered strong performance and strategic progress in 2022. We continue to invest in our businesses and expand operating capabilities to support future growth. The Group's strong performance has enabled us to deliver an increased dividend for our shareholders and continue to expand operating capabilities. Andrew Heath, Chief Executive

Spectris plc Annual Report and Accounts 2022 | 8

Chief Executive’s review

The Spectris Group has a clear strategy focused on delivering sustainable growth and shareholder value. We are well-positioned to benefit from the long-term structural growth trends in our end markets. Our strategy is underpinned by our strong financial discipline, our commitment to innovation, and our focus on customer centricity.

We are committed to delivering attractive returns for our shareholders, while also investing in the long-term growth of our business. Our strong financial performance in 2022 demonstrates the resilience of our business model and the effectiveness of our strategy.

We continue to see positive momentum in 2023, supported by strong demand across our end markets and our ongoing strategic initiatives. We are confident in our ability to deliver further growth and value creation in the years ahead.

Financial Performance Highlights

Revenue: Reported revenue increased by 16.3% to $2,222.4m (2021: $1,909.6m), driven by volume growth and favourable pricing. Organic revenue growth was 10.2%.
Adjusted Operating Profit: Increased by 24% to $373.1m (2021: $301.4m), with an adjusted operating margin of 16.8% (2021: 15.8%). This reflects strong volume growth, pricing actions and cost discipline.
Adjusted Diluted Earnings Per Share: Increased by 24% to 76.3 cents (2021: 61.8 cents).
Free Cash Flow: Increased by 22% to $321.5m (2021: $263.1m).
Return on Invested Capital (ROIC): Improved to 16.0% (2021: 13.7%).
Net Zero Targets: Scope 1 and 2 emissions reduced by 21.9% year-on-year. Engagement improved year-on-year by 0.14 to 3.86.

Our Targets (2022 – 2027)

	Organic sales growth	Adjusted Operating margin expansion	Adjusted Cash conversion	ROCE	ESG
Our Targets (2022 – 2027)	6-7%	20%+	80-90%	Mid-teens %	Net zero – Scope 1 and 2 by 2030; Scope 3 by 2040 Engagement – 4.06 by 2025
2022	14%	16.8%	74%	16.0%	Scope 1 and 2 – 17,546.0 tCO₂e year-on-year reduction of 21.9% Engagement* improved year-on- year by 0.14 to 3.86
2018	5%	15.5%	59%	13.7%	Scope 1 and 2* – 82,861.0 tCO₂e (Scope 3 and Engagement not measured in 2018)

Five key elements of our Strategy for Sustainable Growth

Great businesses
Asset-light businesses focused on premium, precision measurement solutions and industry-leading domain expertise, aligned with our Purpose.
Structural growth markets
Aligned with attractive, sustainable, structural growth markets with high barriers to entry.
Customer centricity
Solving our customers’ challenges with leading, differentiated solutions, equipping them to make the world cleaner, healthier and more productive.
Investing in growth
Disciplined investment in growth through R&D and M&A, delivering long-term value for all stakeholders – investment in growth through R&D and M&A.
Operational excellence
Leveraging the Spectris Business System business improvement projects and our high-performance culture.

Read more information on our strategy on pages 18 and 19

STRATEGIC REPORT

We are focused on delivering long-term sustainable value for our shareholders. Our strategy is designed to capitalise on the attractive structural growth trends in our end markets, while maintaining a disciplined approach to capital allocation and operational excellence.

The performance in 2022 demonstrates the resilience of our business model and the effectiveness of our strategy. We have delivered strong growth in revenue and profit, alongside significant progress in our ESG initiatives. We are confident that our strategy will enable us to continue to deliver strong performance and create value for our shareholders in the years to come.

The Group’s performance in 2022 was underpinned by a strong execution of our strategy and a continued focus on operational excellence. We have delivered robust margin performance, driven by volume growth, pricing actions, and cost discipline. We continue to see positive momentum in 2023, with a strong start to the year supported by broad-based demand across our end markets and our ongoing strategic initiatives.

Our adjusted operating margin expanded by 100 basis points to 16.8% in 2022, reflecting strong volume leverage, pricing initiatives, and continued cost management. This was achieved alongside a 24% increase in our adjusted operating profit to $373.1 million. We continue to see positive momentum in 2023, with a strong start to the year supported by broad-based demand across our end markets and our ongoing strategic initiatives.

We are committed to investing in our businesses to drive long-term growth and value creation. This includes investing in R&D to develop innovative new products, expanding our manufacturing capabilities, and pursuing strategic acquisitions. Our focus on operational excellence, coupled with our high-performance culture, ensures that we are well-positioned to deliver on our ambitious targets.

The Group’s performance in 2022 demonstrates the strength of our diversified portfolio and our ability to execute our strategy effectively. We have delivered strong growth in revenue and profit, alongside significant progress in our ESG initiatives. We are confident that our strategy will enable us to continue to deliver strong performance and create value for our shareholders in the years to come.

Financial Overview

	2022	2021
Revenue	$2,222.4m	$1,909.6m
Adjusted Operating Profit	$373.1m	$301.4m
Adjusted Operating Margin	16.8%	15.8%
Adjusted EPS	76.3 cents	61.8 cents
Free Cash Flow	$321.5m	$263.1m
Return on Invested Capital (ROIC)	16.0%	13.7%
Net Zero – Scope 1 and 2 by 2030; Scope 3 by 2040
Engagement – 4.06 by 2025
*2022 Scope 1 and 2 reduction**	21.9%
2022 Engagement score	3.86	3.72
2018 Scope 1 and 2		82,861.0 tCO₂e
2018 ROIC		13.7%

Underpinned by our Purpose and our people

Our purpose, to enable our customers to make the world cleaner, healthier and more productive, is at the heart of everything we do. It guides our strategy, our investments, and our actions. Our people are critical to our success. We have a diverse and talented workforce, united by a common purpose and a shared commitment to delivering value for our customers and shareholders.

We foster a culture of collaboration, innovation, and continuous improvement. Our leaders, deep technical experts, and innovative teams work together to solve our customers’ most complex challenges. Our people are passionate about what they do and are committed to making a positive impact on the world.

In 2022, we continued to invest in our people, providing opportunities for development, growth, and recognition. We believe that by investing in our people, we are investing in the long-term success of our business.

The Group's strong performance in 2022 demonstrates the resilience of our business model and the effectiveness of our strategy. We have delivered strong growth in revenue and profit, alongside significant progress in our ESG initiatives. We are confident that our strategy will enable us to continue to deliver strong performance and create value for our shareholders in the years to come.

Our Strategy for Sustainable Growth

The Group’s strategy is focused on delivering sustainable growth and shareholder value by leveraging our strong market positions, our differentiated technologies, and our deep customer relationships. Our five key strategic priorities are:

Great businesses: Asset-light businesses focused on premium, precision measurement solutions and industry-leading domain expertise, aligned with our Purpose.
Structural growth markets: Aligned with attractive, sustainable, structural growth markets with high barriers to entry.
Customer centricity: Solving our customers’ challenges with leading, differentiated solutions, equipping them to make the world cleaner, healthier and more productive.
Investing in growth: Disciplined investment in growth through R&D and M&A, delivering long-term value for all stakeholders.
Operational excellence: Leveraging the Spectris Business System business improvement projects and our high-performance culture.

Spectris plc Annual Report and Accounts 2022 | 9# Strategy for Sustainable Growth

The Group, to deliver:

Strong financial performance driven by the delivery of attractive returns
Attractive revenue growth in core markets, growing ahead of underlying market growth
Sustainable profit growth
Disciplined capital allocation balancing investment in growth with shareholder returns
Operational excellence through continuous improvement and best practice

Great businesses focused on premium, precision measurement solutions

The Group aims to deliver sustainable growth by focusing on two strategic pillars:

Great businesses
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
- Great businesses
  - Precision measurement solutions
    The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
- Structural growth markets
  The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
- Customer centricity
  The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
- Investing in growth
  The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
- Operational excellence
  The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Great businesses focused on premium, precision measurement solutions

The Group aims to deliver sustainable growth by focusing on two strategic pillars:

Great businesses
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
Structural growth markets
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

10 Chief Executive’s review

Great businesses focused on premium, precision measurement solutions

Great businesses
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
Structural growth markets
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Aligned with attractive, sustainable, structural growth markets

Great businesses
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
* Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
* Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Spectris plc, 2023

Spectris plc is focused on four market segments:

Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Spectris Dynamics is focused on four market segments:

Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Spectris plc, 2023

Spectris plc is focused on four market segments:

Spectris Dynamics is focused on four market segments:

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

10 Chief Executive’s review

Great businesses focused on premium, precision measurement solutions

Structural growth markets
The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets. The Group’s businesses are focused on premium, precision measurement solutions and instrumentation, serving a broad range of end markets.
Our high performance data acquisition solutions enable customers to accurately and manage vast amounts of test and measurement data, enabling them to optimise their development and manufacturing processes.
- Our sensors are being used more and more in applications to capture real-time, actionable intelligence at the point of measurement.

Aligned with attractive, sustainable, structural growth markets

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

Strategic Report

Spectris plc is a global leader in delivering photonic innovations, with a focus on high-precision measurement and control applications. We are committed to developing and delivering cutting-edge photonic solutions that enable our customers to achieve their most challenging scientific and industrial goals. Our state-of-the-art cleanroom facilities are designed to prevent contamination, ensuring the highest purity for our advanced materials and manufacturing processes.

Our expertise in photonics has enabled us to partner with leading companies across a range of industries, including life sciences, semiconductor manufacturing, and advanced materials. We provide critical components and systems that are essential for research, development, and production, helping our clients to accelerate innovation and bring their products to market faster.

One of our key strengths lies in our ability to integrate advanced photonic technologies with sophisticated software and control systems. This allows us to deliver comprehensive solutions that address complex measurement and automation challenges. We are particularly proud of our work in supporting the development and manufacturing of biopharmaceuticals, where our technologies play a crucial role in ensuring product quality and safety.

We are also a trusted partner for the semiconductor industry, providing essential components for advanced lithography and metrology applications. Our innovations in areas such as ultra-precise optics and advanced sensor technology are helping to drive the miniaturization and performance improvements that are essential for the next generation of electronic devices.

Investing in growth through R&D is central to our strategy. We consistently invest in research and development to expand our technological capabilities and develop new products that address emerging market needs. Our dedicated R&D teams are at the forefront of photonic innovation, exploring new materials, processes, and applications.

Our strategic focus on R&D is complemented by our commitment to operational excellence. We continuously strive to improve our manufacturing processes, supply chain efficiency, and customer service to ensure we deliver the highest quality products and services.

We believe that investing in growth through M&A is also a critical element of our strategy. We actively seek out opportunities to acquire companies that complement our existing portfolio or provide access to new markets and technologies. Our acquisition strategy is focused on enhancing our capabilities in areas such as data analytics, simulation, and advanced manufacturing.

Our commitment to sustainability is embedded in our operations and product development. We are dedicated to minimizing our environmental impact, promoting ethical business practices, and contributing positively to the communities in which we operate.

Our 2022 Year

In 2022, Spectris plc continued to focus on its strategic priorities, including investing in growth through R&D and M&A, driving operational excellence, and leading sustainable business practices.

STRATEGIC REPORT

Chief Executive’s review

Our strategy remains focused on driving growth and delivering value for our shareholders. We have been refreshing our existing portfolio of data analysis instruments and expanding our offering in areas such as simulation and electrical characterization.

We have also been investing in our core technologies and manufacturing capabilities to support enhanced margins. We have completed the integration of acquisitions made in previous years and continue to explore new opportunities to expand our reach and capabilities.

Investing in growth through M&A is a key element of our strategy. We maintain an active pipeline of potential acquisitions that complement our existing portfolio and provide access to new markets and technologies. We have built up a solid team to execute these acquisitions, and we believe they will add significant value to the company.

Operational excellence: Spectris Business System driving productivity and competitiveness

We continue to drive operational excellence and build competitive advantage through the Spectris Business System. This system is effective in delivering ongoing continuous improvement, both at a local and global level.

Our approach to continuous improvement is driven by a culture of innovation and collaboration. We empower our employees to identify and implement improvements that enhance our efficiency, quality, and customer service.

Leading sustainable business

We are committed to leading sustainable business practices. We believe that by operating responsibly and ethically, we can create long-term value for our stakeholders.

Investing in R&D: We continue to invest in research and development to expand our technological capabilities and develop new products that address emerging market needs. Our R&D efforts are focused on developing innovative solutions that meet the evolving needs of our customers.
Investing in growth through M&A: We actively seek out opportunities to acquire companies that complement our existing portfolio or provide access to new markets and technologies. Our acquisition strategy is focused on enhancing our capabilities in areas such as data analytics, simulation, and advanced manufacturing.
Investing in our people: We are committed to developing our employees and providing them with the skills and opportunities they need to succeed. We believe that our people are our greatest asset, and we invest in their growth and development.
Leading sustainable business: We are committed to operating in a sustainable and responsible manner. This includes minimizing our environmental impact, promoting ethical business practices, and contributing positively to the communities in which we operate.

Investing in growth through R&D

We believe that investing in R&D is critical for our long-term success. We continue to invest in research and development to expand our technological capabilities and develop new products that address emerging market needs. Our R&D efforts are focused on developing innovative solutions that meet the evolving needs of our customers.

Investing in growth through M&A

We maintain an active pipeline of potential acquisitions that complement our existing portfolio and provide access to new markets and technologies. We have built up a solid team to execute these acquisitions, and we believe they will add significant value to the company.

Operational excellence: Spectris Business System driving productivity and competitiveness

Leading sustainable business

We are committed to leading sustainable business practices. We believe that by operating responsibly and ethically, we can create long-term value for our stakeholders.

Investing in R&D: We continue to invest in research and development to expand our technological capabilities and develop new products that address emerging market needs. Our R&D efforts are focused on developing innovative solutions that meet the evolving needs of our customers.
Investing in growth through M&A: We actively seek out opportunities to acquire companies that complement our existing portfolio or provide access to new markets and technologies. Our acquisition strategy is focused on enhancing our capabilities in areas such as data analytics, simulation, and advanced manufacturing.
Investing in our people: We are committed to developing our employees and providing them with the skills and opportunities they need to succeed. We believe that our people are our greatest asset, and we invest in their growth and development.
Leading sustainable business: We are committed to operating in a sustainable and responsible manner. This includes minimizing our environmental impact, promoting ethical business practices, and contributing positively to the communities in which we operate.

Investing in growth through M&A

Investing in growth through R&D

Summary and outlook

The Group's performance in 2022 was supported by continued strong execution and strategic progress in expanding margins and developing sustainable business. Andrew Heath Chairman Spectris plc 2022 Annual Report Spectris plc 2022 13

Customer: Excelitas
Monitoring Airborne Molecular Contamination
Challenge
One of the most complex technical challenges for clean room manufacturing is the detection of airborne molecular contamination (AMC). When this occurs, it can be detrimental to the entire manufacturing processes. Excelitas, the technology leader in delivering photonic innovations, is reliant on dedicated cleanrooms to meet the needs of its global customers. They needed to start monitoring its cleanroom for AMC to ensure the protection of its high-value manufacturing. Identifying all relevant sources of ambient acids and amines. Finding a cost-effective and efficient solution is of paramount importance.

Solution
Particle Measuring Systems’ AirSentry II AMC Monitoring family of ion mobility spectrometers, detect small concentrations or changes in AMC levels, for example, ammonia, nitric acid, sulfuric acid, and hydrochloric acid. The point-of-use sensors provide fast response, increased detection and repeatable performance. In addition, the AirSentry II AMC monitors provides Excelitas customers to map different levels of contamination around their cleanrooms.

Outcome
Excelitas has received a number of AirSentry II AMC monitors, which allow the company to measure total amines and total concentrations on a 24x7 basis.

Customer: 2bind GmbH
Accelerating drug discovery

Challenge
Drug discovery has experienced great modern innovation and advancements over recent years. However, it is still challenged and limited by the length of time, high risk and high development costs – making target identification in drug discovery and highly complex. 2bind is one of the world’s leading service providers of biophysical analytical services. They are dedicated to the development of drugs, antibodies, proteins, RNA, DNA and aptamers by developing novel, sensitive and robust methods and assays.

Solution
Creoptix AG (a Malvern Panalytical company) and 2bind share the same mission of improving technologies and biophysical characterization. The partnership allows 2bind to offer customers the highest quality research tools to help them accelerate drug discovery and development. The collaboration supports 2bind to expand its service portfolio with the innovative Creoptix WAVE product and provides Creoptix with a highly motivated team and beta-tester for future technology developments.

Outcome
2bind plans to integrate the Creoptix WAVEsystem during the lead generation process, sifting through molecules at a fast and highly sensitive rate. They look forward to the Creoptix WAVEsystem’s capabilities helping to accelerate further drug discovery. Customers are at the heart of PMS’ business. Its dedicated team of application engineers also assisted Excelitas with on-site startup and calibration. With PMS’ innovative sensor technology and expertise, to enable defect-free manufacturing. interactions due to its exceptionally high sensitivity and resolution. Sitting adjacent to the WAVEsystem on the 2bind analytical bench is Malvern Panalytical’s Microcal ITC – both working hand in hand in 2bind’s drug discovery development process. They will offer its services to customers covering a range of service areas including drug discovery, fragment-based drug discovery, protein biophysics, antibody development, aptamer research and RNA-based drug discovery.

“We are pleased that our production capabilities continue to meet the demanding requirements of our customers, like Excelitas, and provides them with the solutions needed to enable defect-free manufacturing. 2bind are a valued customer who demonstrate the power of our instruments and their capabilities in enabling cutting edge research.” Deb Casher Director, Applied Markets Spectris plc 2022 Annual Report Spectris plc 2022 14

Customer: HORIBA MIRA
Reducing automotive environmental development impact

Case Studies continued

Challenge
The company is increasingly reliant on virtual product development. They have the desire and expectation to contribute to a more sustainable future, but is also a result of the industry’s need for faster development times and lower costs. The time and cost is driving engineering teams towards greater use of virtual models into their development and testing programmes. The company’s strategy is focused on the comparison of design proposals and engagement of key suppliers earlier in the process to accelerate development and minimize waste.

Solution
Leading automotive engineering services provider, HORIBA MIRA has invested heavily in the evolution of its engineering capability and in the development of the MIRA Technology Park, Europe’s leading mobility R&D location for developing the latest automotive technology. To further advance its existing capabilities, HORIBA MIRA’s Vehicle Attribute Development team has added a DiM250 dynamic simulator to its earlier investment in VI-grade simulators to driver-centric and qualitative vehicle attribute engineering. HORIBA MIRA, is guided by its purpose to ‘improve lives by making journeys safer, cleaner and more efficient’. They provide OEM and key customers with turnkey engineering services – from the initial pre-programme phase through to series production. HORIBA MIRA’s attribute engineering process is focused on the delivery of its new driver-in-the-loop capability, which incorporates the driver’s subjective assessments at the earlier, virtual stage of the design cycle.

Outcome
The company has completed the first programme for a key OEM customer using the new driver-in-the-loop capability. Its virtual validation and testing capability has enabled the company to reduce the number of physical prototypes required by 30% compared to previous projects. This has led to a significant reduction in the environmental impact of the development process and has delivered substantial cost savings for the customer.

Spectris plc
2022 Annual Report
2022
15# STRATEGIC REPORT

OUR BUSINESS MODEL

We are harnessing the power of precision measurement to make the world cleaner, healthier and more productive.

Our Commitment to being a sustainable business partner, investment proposition and employer. Our business model is driven by our Purpose and built on our Values.

Underpinned by Our Values:

Be True – we believe in absolute integrity. It’s how we win for stakeholders, the environment and each other.
Own It – we believe in teamwork and keeping our promises. It’s how we build our brands and businesses.
Aim High – we believe in being bold and positive. It’s how we perform at our best and achieve greater success.

Purpose-led Great businesses
Asset-light businesses focused on premium, precision measurement solutions and industry-leading domain expertise, aligned with our Purpose.

Investing in growth
Disciplined capital allocation for investment in growth through investment in growth through R&D and M&A.

Structural growth markets
Aligned with attractive, sustainable, structural growth markets with high barriers to entry.

Operational excellence
Leveraging the Spectris Business System (‘SBS’), business improvement projects and our high-performance culture.

Customer centricity
Solving customer challenges with leading, differentiated solutions, equipping them to make the world cleaner, healthier and more productive.

Investing in our People
Global team of talented individuals, many of them engineers and scientists, working towards our Purpose.

Delivered through our business model:

Spectris plc Annual Report and Accounts 2022

Our Business Model

For more information on our approach to sustainable growth, see the Sustainability Report on pages 40 to 59.

Creating value beyond measure for all our stakeholders:

Our customers
We build strong, collaborative customer relationships, underpinned by a deep understanding of our customers’ businesses.
Our people
We ensure that our people development processes support our values and meets the expectations of all our employees. We are committed to creating the best possible working environment and culture where our employees feel included, engaged and can thrive.
Our value chain
We believe that our suppliers should have the opportunity to build a valuable, long-term relationship with us, working together with us to drive continuous improvement.
Our society
We are committed to creating a positive legacy in our communities and for the next generation. We will enhance and improve our charitable giving to support quality access to education and skills for life.
Our shareholders
We work to ensure the long-term success of Spectris, delivering enhanced shareholder value through our sustainable growth and our focus on long-term value creation.
Our planet
We recognise that we have a role to play in tackling environmental degradation and climate change. Our products and services reduce environmental impact. We are also making strong progress in our ambition to become Net Zero in our operations by 2030 and across our Value Chain by 2040.

Spectris plc Annual Report and Accounts 2022

STRATEGIC REPORT

GOVERNANCE

Our Strategy

Our strategy for sustainable growth. There is a greater need to harness the power of precision measurement to make the world cleaner, healthier and more productive. Since 2019, we have repositioned Spectris as a leading sustainable, compound-growth business, delivering value beyond measure for all our stakeholders. In October 2022, we announced our plans and the outlook for the next stage of our journey – our Strategy for Sustainable Growth.

Our Performance targets:

Target	2022	2021	2020	2019	2018
Organic sales growth (%)	9.7	13.6	-10.7	0.4	5.2
Adjusted operating margin (%)	16.8	13.0	16.3	15.8	15.5
Adjusted cash conversion (%)	94	74	141	91	59

Organic sales growth
6–7% through the cycle
Adjusted operating margin expansion
20%+
Adjusted cash conversion
80–90%
Return on Gross Capital Employed (‘ROGCE’)
mid-teens
Net Zero
Net Zero across our operations by 2030
Net Zero across our value chain by 2040
Employee Engagement
Gallup GrandMean Score of 4.06 by 2025

Our strategy

| | – we believe in absolute integrity. It’s how we win for stakeholders, the environment and each other.

Own It – we believe in teamwork and keeping our promises. It’s how we build our brands and businesses.

Aim High – we believe in being bold and positive. It’s how we perform at our best and achieve greater success.

01 Great businesses
We are owners of world-class precision measurement businesses with industry-leading domain expertise. Divisions are fully aligned with our purpose to make the world cleaner, healthier and more productive.

02 Structural growth markets
We are concentrated in attractive, sustainable, structural growth markets with high barriers to entry. These are markets with attractive, sustainable, structural growth, underpinned by sustainability themes and demographic drivers, which provide resilient growth through the cycle, underpinning our organic growth.

03 Customer centricity
Our focus on solutions which are customer-centric and provide value in areas where we are best placed to deliver differentiated value. We have a direct relationship drives customer-backed innovation, informing our research and product development strategy such that we intercept our customers' needs, allowing us to deliver greater value.

04 Investing in growth
We leverage our strong balance sheet to deliver growth. We are driving organic growth through investment in research and development and business acquisitions, and problem solving with the customer in mind. We are compounding this growth through investment in M&A and development of our portfolio to add value across our chosen markets.

05 Operational excellence
We are leveraging the Spectris Business System to continuously drive operational excellence to improve productivity. We are investing in new systems to improve processes and we continue to optimize our operating model to remove structural barriers and drive margin ambitions.

Read more in our Division reviews on pages 22 to 29
Read more about our markets on pages 6 to 7
Read more in our customer case studies on pages 14 to 15
Read more in the Chief Executive’s report on pages 8 to 11
Read more in our Division reviews on pages 22 to 29

Our progress is underpinned by our investment in Our People. Read more about Our People on page 42.

STRATEGIC REPORT

GOVERNANCE

Key Performance Indicators

Measuring our performance. We monitor progress against the delivery of our strategy and objectives through a set of key financial and non-financial performance indicators.

Our Strategy for Sustainable Growth is centred on long term value creation and capital deployment to our shareholders. In addition, we are focused on delivering our strategic ambitions, whilst improving our ESG performance. We aim to drive sustainable long term growth in our businesses and are committed to delivering on our strategic objectives. We expect our performance to be resilient in the short term, and continue to drive sustainable growth over the medium term. In addition, we monitor our performance against our ESG targets, and use this to drive improvements in our businesses and our ESG performance.

	1 (%)
	2022
Financial
Like-for-like sales growth (%)	9.7
Cash conversion (%)	94
Performance
Adjusted operating margin (%)	16.8

Like-for-like (‘LFL’) sales growth
LFL sales growth measures the revenue growth of our businesses, excluding the impact of foreign exchange and acquisitions.

Link to strategy and objectives
We are customer focused and invest in areas where we are best placed to deliver differentiated value and M&A. We believe in the power of innovation to drive growth and create value for our customers.

Link to remuneration
10% of LTIP award is linked to achieving adjusted operating margin targets.

Cash conversion
Adjusted cash conversion measures the ability of our businesses to generate cash from our trading performance.

Performance
Adjusted operating margin for 2022 was 16.8%, compared to 13.0% in 2021. The increase in Adjusted operating margin principally results from an increase in sales and the benefits of pricing and cost discipline, together with an increase in the utilisation of our manufacturing assets. The increase in cash conversion principally reflects the higher profitability and the benefits of the Spectris Business System which has improved our working capital management.

Link to strategy and objectives
We have an asset-light business model and strong cash generation enables us to reinvest in our businesses and provide capital returns to our shareholders. We believe in delivering long term value for our shareholders and driving sustainable growth.

Link to remuneration
20% of LTIP award is linked to achieving cash conversion targets.

	1 (%)
	2022
Adjusted operating margin	16.8

Adjusted operating margin
Adjusted operating margin measures the profitability of our businesses, excluding the impact of foreign exchange and acquisitions.

Link to remuneration
10% of LTIP award is linked to achieving adjusted operating margin targets.# Key Performance Indicators

Performance

The Group’s performance against its key financial and non-financial KPIs is set out below:

Growth in adjusted EPS (%)

2022 2021 2020 2019 2018

Growth in adjusted EPS 26 -33 26 2 7
Adjusted earnings per share growth
Adjusted earnings per share growth for the year to the weighted average number of ordinary shares in issue, after the impact of the higher sales volumes and a higher share of costs, on a comparable basis and after adjusting for acquisition and disposal items, is the measure used by the Board and Remuneration Committee to assess the Company’s performance against its strategic objectives.

Performance

Adjusted EPS growth was 26% in 2022, up from -33% in 2021. This was primarily driven by higher sales volumes and a stronger operating leverage from our strategy, which has allowed us to benefit from the higher sales volumes and a better absorption of labour and overheads and an improved margin.

Link to strategy and objectives

Our aim is to deliver strong operational leverage and drive profitable growth. We aim to achieve year-on-year growth in adjusted EPS.

Link to remuneration

The 2022 performance for adjusted EPS growth of 26% will support the bonus payout for executive directors.

Return on gross capital employed 1 (%)

Return on gross capital employed (‘ROGCE’) 2022 2021 2020 2019 2018

Return on gross capital employed 9.9 13.2 16.0 13.5 13.7
**Return on gross capital employed (‘ROGCE’) **
Return on gross capital employed (‘ROGCE’) is calculated as net assets excluding net cash and excluding accumulated amortisation and impairment of acquisition-related intangible assets in the Statement of Financial Position.

ROGCE in 2022 was 9.9% compared to 13.2% in 2021. The decrease was driven by the higher share count following our acquisition and the impact of higher sales and consequently, the profits associated with the acquisitions.

Link to strategy and objectives

We are focused on improving ROGCE. Our strategy is to achieve year-on-year growth in adjusted EPS.

Link to remuneration

The ROGCE of 9.9% will not support a bonus payout.

Great Businesses

Business	Description	Link to Strategy	Link to Remuneration
Spectris plc	Group	2022	2022
Advanced measurement techniques for materials analysis	Delivering above market growth with strong sustainable margins. We have a strong track record of delivering robust growth and strong sustainable margins. We aim for profitable growth, which is delivered through strategic acquisitions and continued investment in our existing businesses.	Link to Strategy	Link to Remuneration

Strategic Report

Our Businesses

Great businesses: leaders in premium, precision measurement

Making the invisible... visible

Advanced measurement techniques for materials analysis

Delivering above market growth with strong sustainable margins

The businesses operate in high growth end markets and have a track record of delivering robust growth and strong sustainable margins. We aim for profitable growth, which is delivered through strategic acquisitions and continued investment in our existing businesses. We focus on optimising the operational performance of our acquired businesses and driving the synergies from our acquisitions. We also focus on driving the performance of our organic businesses through optimised operational performance and the alignment of our businesses with the Group’s strategic objectives.

We aim to maintain a strong return on capital employed, and we aim to achieve year-on-year growth in adjusted EPS.

Life Sciences

Advanced measurement techniques for materials analysis

We have a strong track record of delivering robust growth and strong sustainable margins. We aim for profitable growth, which is delivered through strategic acquisitions and continued investment in our existing businesses. We focus on optimising the operational performance of our acquired businesses and driving the synergies from our acquisitions. We also focus on driving the performance of our organic businesses through optimised operational performance and the alignment of our businesses with the Group’s strategic objectives.

We aim to maintain a strong return on capital employed, and we aim to achieve year-on-year growth in adjusted EPS.

Material Sciences – primary materials

Advanced measurement techniques for materials analysis

Spectris plc Group 2022 2022

Our Businesses

The businesses in the Group are focused on high-growth end markets and on delivering sustainable growth. The Group has a portfolio of businesses that are leaders in their respective markets, and these businesses benefit from the Group’s strong financial position and its commitment to innovation and sustainability.

Strongly positioned in high growth end markets supported by sustainability trends

Life Sciences

Material Sciences – primary materials

Business	Description	Link to Strategy	Link to Remuneration
Spectris plc	Group	2022	2022
Advanced measurement techniques for materials analysis	Delivering above market growth with strong sustainable margins. We have a strong track record of delivering robust growth and strong sustainable margins. We aim for profitable growth, which is delivered through strategic acquisitions and continued investment in our existing businesses.	Link to Strategy	Link to Remuneration

Key Performance Indicators

Performance

Growth in adjusted EPS (%)

	2022	2021	2020	2019	2018
Growth in adjusted EPS	26	-33	26	2	7

Adjusted earnings per share growth

Adjusted earnings per share growth for the year to the weighted average number of ordinary shares in issue, after the impact of the higher sales volumes and a higher share of costs, on a comparable basis and after adjusting for acquisition and disposal items, is the measure used by the Board and Remuneration Committee to assess the Company’s performance against its strategic objectives.

Our aim is to deliver strong operational leverage and drive profitable growth. We aim to achieve year-on-year growth in adjusted EPS.

The 2022 performance for adjusted EPS growth of 26% will support the bonus payout for executive directors.

Return on gross capital employed 1 (%)

Return on gross capital employed (‘ROGCE’)	2022	2021	2020	2019	2018
Return on gross capital employed	9.9	13.2	16.0	13.5	13.7

Return on gross capital employed (‘ROGCE’)

Return on gross capital employed (‘ROGCE’) is calculated as net assets excluding net cash and excluding accumulated amortisation and impairment of acquisition-related intangible assets in the Statement of Financial Position.

We are focused on improving ROGCE. Our strategy is to achieve year-on-year growth in adjusted EPS.

The ROGCE of 9.9% will not support a bonus payout.

Energy consumption (MWh per £m revenue)

Energy consumption (MWh per £m revenue)	2022	2021	2020	2019	2018
Energy consumption	92.2	73.7	58.2	72.0	66.5

Energy consumption

Energy consumption is the total energy consumed in MWh by the Group, split between electricity and heat, for the reporting period. The metric is then divided by the total revenue for the period to give energy consumption per £m revenue. This metric is used to assess energy efficiency and the impact of our energy reduction initiatives.

In 2022, energy consumption per £m revenue was 92.2, compared to 73.7 in 2021. The increase was attributable to the initial impact of energy efficiency measures in place at material operating sites and the impact of higher energy prices and lower sales.

Our sustainability strategy sets objectives to reduce our energy consumption. Our aim is to reduce our carbon emissions and improve our energy efficiency, and to deliver this in a cost-effective way.

The energy consumption per £m revenue of 92.2 will not support a bonus payout.

Employee engagement (GrandMean)

Employee engagement (GrandMean)	2022	2021
Employee engagement	3.86	3.72

Employee engagement

In line with our commitment to employee engagement, we undertake a global engagement survey with our employees. The survey measures employee engagement across a range of categories, including job satisfaction, leadership effectiveness and employee development.

The Group achieved a GrandMean engagement score of 3.86 in 2022, compared to 3.72 in 2021. The increase in the score reflects the significant initiatives implemented over the past year, which have made a real difference to how our people feel about their roles and their experience working for the company. The score reflects the positive impact of initiatives driven by the leadership teams within each business and also the impact of our Group-wide initiatives.

Employee engagement is a strategic objective, and we aim to achieve our strategic targets for employee engagement. Our aim is to achieve targets set for employee engagement and to drive improvements in our employee engagement scores year-on-year.

The employee engagement score of 3.86 will not support a bonus payout.

Total recordable incident rate

Total recordable incident rate	2022	2021	2020	2019	2018
Total recordable incident rate	0.27	0.13	0.32	0.24	0.28

Total recordable incident rate

The total recordable incident rate is the number of recordable injuries per 100 employees and full-time equivalents. The metric is then multiplied by 100 to give the total recordable incident rate per 100 employees. This metric is used to assess health and safety performance and the impact of our health and safety initiatives.

In 2022, the total recordable incident rate was 0.27, compared to 0.13 in 2021. This increase was attributable to the higher sales volumes in certain businesses and the prioritisation of new product introductions.

High safety standards protect our people and our operations and support sustainable growth through the delivery of our operational plans. Our aim is to achieve targets for health and safety and to achieve zero harm.

Scope 1 and 2 emissions (tonnes CO 2 e)

Scope 1 and 2 emissions (tonnes CO 2 e)	2022	2021	2020	2019	2018
Scope 1 and 2 emissions reduction (market-based)	17,546.0	43,111.0	31,703.0	52,740.0	82,861.0

Scope 1 and 2 emissions reduction (market-based)

Scope 1 and 2 emissions reduction is the total reduction in emissions in tonnes CO 2 e, achieved in the year, using market-based measures, following the launch of our Net Zero ambition, and also the impact of our acquisitions.

In 2022, Scope 1 and 2 emissions reduced to 17,546.0 tonnes CO2e, compared to 43,111.0 in 2021. Since launching our ambition we have seen significant reductions in our Scope 1 and 2 emissions through a combination of employee-led activities and the transition to renewable energy sources. This is a result of the significant progress in decarbonising the energy consumption of our portfolio of businesses and also the impact of our acquisitions.

We are committed to being a responsible and sustainable business. We aim to reduce our emissions and to be a leader in the reduction of our carbon footprint.

The Scope 1 and 2 emissions reduction of 17,546.0 tonnes CO2e will not support a bonus payout.

Our businesses

Strongly positioned in high growth end markets supported by sustainability trends

Life Sciences

Material Sciences – primary materials

STRATEGIC REPORT

Our Businesses

Great businesses: leaders in premium, precision measurement

Making the invisible... visible

Advanced measurement techniques for materials analysis

Delivering above market growth with strong sustainable margins

Our businesses

Strongly positioned in high growth end markets supported by sustainability trends

Life Sciences

Material Sciences – primary materials

Our businesses

Spectris Dynamics

The innovators

Providing critical measurement solutions to enhance productivity and improve quality across a diverse range of applications and industries.

** and service revenue opportunity in this sector 

Material Sciences – advanced materials

 for material characterisation and deep 

Semiconductor Sales

into semiconductor and electronics 

Academia

 Providing critical material insights and solving customer challenges

 instruments to meet their contamination 

Investing for growth: R&D is driving growth and market share gains



Investing for growth: compounding growth through M&A



Operational Excellence



Summary



	2022	2021	% Change	bps Change
Statutory sales (£m)	657.8	531.2	24%	18%
Adjusted operating margin 1 (£m)	140.0	112.2	25%	24%
Adjusted operating margin 1 (%)	21.3%	21.1%	20bps	90bps
Adjusted operating profit 1 (£m)	118.3	94.2	26%
Statutory operating margin (%)	18.0%	17.7%	30bps



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

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 process improvement and 



# Spectris plc Strategic Report 2022

Overview

Spectris plc 2022   2022

Our businesses 

Spectris’s purpose is to enhance the world of science and technology through precision measurement. Our businesses operate at the forefront of their respective markets, delivering mission-critical products and services that enable our customers to accelerate their pace of innovation and improve their operational efficiency.

Our businesses are organised into four reporting segments: Spectris Dynamics, Spectris Precision Fields, Spectris Materials Technologies and Spectris Test & Application Technologies.

Spectris Dynamics

The Spectris Dynamics segment comprises the businesses of Malvern Panalytical and Elect A E. Malvern Panalytical is a leading provider of scientific instrumentation for materials characterisation. Elect A E is a global leader in measurement and analysis instrumentation for the pharmaceutical and life sciences industries.

Malvern Panalytical is well positioned in attractive markets.

Pharmaceutical and Life Sciences: The growing demand for precision analytical instrumentation in drug discovery and development, and the increasing adoption of continuous manufacturing processes, are key drivers for Malvern Panalytical.
Advanced Materials: The development of new materials for use in electric vehicles, aerospace, and other high-growth sectors, presents significant opportunities for Malvern Panalytical.

Automotive

Malvern Panalytical, through its Particle Characterisation division, is a trusted partner for manufacturers of premium electric vehicles.

The market for electric vehicles is experiencing rapid growth, driven by government regulations, consumer demand for sustainability, and technological advancements. Malvern Panalytical’s solutions are critical for the development and production of advanced battery materials, lightweight composites, and other high-performance components used in electric vehicles.
Spectris Dynamics also serves the automotive sector through its other businesses, including Test & Application Technologies, which provides solutions for powertrain testing, vehicle dynamics, and emissions testing.
Malvern Panalytical also partners with manufacturers of advanced driver assistance systems (ADAS).

Industrials and infrastructure

Spectris Dynamics plays a critical role in supporting industrial and infrastructure development by providing essential measurement and testing solutions.

Malvern Panalytical’s instruments are used to optimise production processes and ensure the quality of materials used in a wide range of industrial applications.
The construction and infrastructure sectors rely on accurate material testing for safety and durability. Malvern Panalytical provides solutions for soil analysis, concrete testing, and other critical applications.
Spectris Dynamics also serves the infrastructure sector through its Test & Application Technologies segment, which offers solutions for testing the performance of bridges, roads, and other critical infrastructure.
Malvern Panalytical has a strong position in the construction and port equipment markets.
Spectris Dynamics’s acquisition of Redpoint has further strengthened its position in the automation and advanced materials sectors.

Aerospace and defence

Spectris Dynamics is a key supplier to the aerospace and defence industries, providing critical measurement and testing solutions.

The current capital investment cycle in civil aerospace and defence programs is driving demand for Spectris Dynamics’s products and services.
Spectris Dynamics’s solutions are used for the development and testing of aircraft components, engines, and other critical systems.
Spectris Dynamics is also a leading supplier of measurement solutions for the space sector, supporting the development and testing of satellites and other space-based technologies.
Malvern Panalytical, through its materials characterisation capabilities, supports the development of advanced materials for aerospace applications.

Consumer electronics and telecoms

Spectris Dynamics provides essential measurement and testing solutions to the consumer electronics and telecoms industries.

Malvern Panalytical offers a range of instruments for materials characterisation, including X-ray diffraction, X-ray fluorescence, and particle sizing, which are critical for the development of advanced materials used in electronic devices and telecommunications equipment.
Spectris Dynamics also serves these industries through its Test & Application Technologies segment, which provides solutions for testing the performance of electronic components, mobile devices, and other telecommunications equipment.
Spectris Dynamics has a strong focus on developing innovative solutions for the rapidly evolving consumer electronics and telecoms markets.

Investing for growth: R&D is driving growth and market share gains

Spectris's commitment to research and development (R&D) is a cornerstone of its strategy to drive growth and market share gains.

The company invests significantly in R&D to develop new technologies and enhance existing products, ensuring that it remains at the forefront of its respective markets.
Spectris's R&D efforts are focused on addressing the evolving needs of its customers, including the demand for greater precision, faster analysis, and more comprehensive data.
The company's domain expertise, coupled with its strong customer relationships, allows it to develop solutions that meet specific customer requirements.
Spectris's R&D strategy is aligned with its overarching business objectives, including driving innovation, improving operational efficiency, and expanding market reach.
The company's investments in R&D are focused on developing new technologies that address key market trends, such as the growth of electric vehicles, the demand for advanced materials, and the increasing use of automation.

Investing for growth: compounding growth through M&A

Spectris's strategy for compounding growth also includes a disciplined approach to mergers and acquisitions (M&A).

Spectris's M&A strategy is focused on acquiring businesses that complement its existing portfolio, expand its geographic reach, and enhance its technological capabilities.
The company's acquisition of Redpoint has further strengthened its position in the automation and advanced materials sectors.
Spectris's M&A strategy is driven by a desire to accelerate growth, enhance its competitive position, and deliver value to its shareholders.
The company's disciplined approach to M&A involves rigorous due diligence, careful integration of acquired businesses, and a focus on achieving synergies and driving value creation.
Spectris's acquisitions have provided it with access to new markets, technologies, and customer segments.

Sales by location

	2022	2021
EMEA	431.1	379.9
North America	392.7	343.9
Asia	327.5	284.6
Rest of World	77.7	64.7

Sales by end-user market

	2022	2021
Pharmaceutical and Life Sciences	509.4	448.0
Industrial and Infrastructure	379.9	331.0
Materials Technologies	166.4	145.9
Advanced Materials	166.4	145.9
Consumer Electronics and Telecoms	216.6	190.4
Industrial Instruments	198.1	172.5
Test & Application Technologies	216.6	190.4

Spectris Dynamics

Spectris plc 2022   2022

Our businesses 

Malvern Panalytical is well positioned in attractive markets.

Pharmaceutical and Life Sciences: The growing demand for precision analytical instrumentation in drug discovery and development, and the increasing adoption of continuous manufacturing processes, are key drivers for Malvern Panalytical.
Advanced Materials: The development of new materials for use in electric vehicles, aerospace, and other high-growth sectors, presents significant opportunities for Malvern Panalytical.

Spectris Precision Fields

The Spectris Precision Fields segment comprises the businesses of Omega, Precision and Test, and Infrared Temperature Measurement. Omega is a leading global supplier of measurement and control devices, including temperature, pressure, flow, and level measurement. Precision and Test provides advanced testing and measurement solutions for a wide range of industries. Infrared Temperature Measurement is a leading manufacturer of non-contact infrared thermometers.

Spectris Precision Fields continues to focus on operational excellence and driving margin expansion.

The company has implemented a number of initiatives to improve operational efficiency, including streamlining its supply chain, optimising its manufacturing processes, and reducing its overhead costs.
Spectris Precision Fields has also focused on expanding its product portfolio and developing new solutions to meet the evolving needs of its customers.
The company's commitment to innovation and customer intimacy has enabled it to maintain its leadership position in its target markets.

Materials Technologies

The Spectris Materials Technologies segment comprises the businesses of Spectris Materials, which provides advanced materials for a range of applications, and CIL, which provides speciality chemicals and materials for the electronics industry.

Spectris Materials Technologies is investing for growth through M&A.

Spectris Materials Technologies has a strong track record of successful acquisitions, which have helped it to expand its product portfolio, enter new markets, and enhance its technological capabilities.
The company's M&A strategy is focused on acquiring businesses that complement its existing portfolio, provide access to new technologies, and offer opportunities for synergistic growth.
Spectris Materials Technologies has a strong focus on identifying and pursuing attractive M&A opportunities that will drive long-term value creation.

Test & Application Technologies

The Spectris Test & Application Technologies segment comprises the businesses of HBK, which provides a comprehensive range of test and measurement solutions for a variety of industries, and IAV, which provides engineering services and solutions for the automotive industry.

Spectris Test & Application Technologies is committed to operational excellence to drive margin expansion.

HBK has implemented a number of initiatives to improve its operational efficiency, including optimising its manufacturing processes, streamlining its supply chain, and reducing its overhead costs.
IAV has also focused on expanding its service offerings and developing new solutions to meet the evolving needs of its customers.
The company's commitment to innovation and customer intimacy has enabled it to maintain its leadership position in its target markets.
HBK is investing in R&D to develop new technologies that address key market trends, such as the growth of electric vehicles, the demand for advanced materials, and the increasing use of automation.
IAV is also focused on developing new solutions for the automotive industry, including solutions for autonomous driving, connected vehicles, and electric mobility.

Sales by location

	2022	2021
EMEA	431.1	379.9
North America	392.7	343.9
Asia	327.5	284.6
Rest of World	77.7	64.7

Sales by end-user market

	2022	2021
Pharmaceutical and Life Sciences	509.4	448.0
Industrial and Infrastructure	379.9	331.0
Materials Technologies	166.4	145.9
Advanced Materials	166.4	145.9
Consumer Electronics and Telecoms	216.6	190.4
Industrial Instruments	198.1	172.5
Test & Application Technologies	216.6	190.4

Summary

Spectris's purpose is to provide the essential tools for customers to achieve their most ambitious and important scientific and engineering goals.

The Group’s strategy is to drive growth and profitability by focusing on high-growth end markets, investing in R&D, and pursuing strategic M&A opportunities. Spectris is well positioned to benefit from these trends.

Spectris Dynamics 2022

	Statutory sales (£m)	% change	Adjusted operating margin (%)	Statutory operating margin (%)
Spectris Dynamics	492.2	16%	15.0%	9.4%
1	73.6	7%	16.5%
 1 (£m)	46.5	2%		10.7%

1 The table above presents statutory sales and adjusted operating margin for Spectris Dynamics.

Spectris Dynamics delivered strong financial performance in 2022, with statutory sales increasing by 16% to £492.2 million and adjusted operating margin increasing by 15.0%. This growth was driven by strong demand in its key end markets, including pharmaceutical and life sciences, advanced materials, and consumer electronics and telecoms. Spectris Dynamics's strategic focus on innovation and customer intimacy has enabled it to maintain its leadership position in its target markets.# STRATEGIC REPORT

Spectris plc

Ensuring safe and affordable generation of green energy for the future

Challenge

The challenge in this sector is to transition to a low-carbon economy while ensuring that societies are not burdened by the rising costs of energy. The accelerating transition away from fossil fuels means that the pace of change is increasing. This is driving demand for Spectris’ precision measurement and control technology which provides the certainty needed to accelerate the development and deployment of green energy technologies, from the initial research and development through to ongoing operations and maintenance.
For example, the growing demand for electricity is driving investment in renewable power sources such as offshore wind farms. These require sophisticated monitoring and control systems to ensure efficient and safe operation. Spectris’ technologies are crucial in this regard, enabling accurate measurement of critical parameters and contributing to the overall reliability and longevity of these assets.
Similarly, the development of new energy storage solutions, such as batteries and hydrogen fuel cells, relies heavily on precise control and monitoring. Spectris provides the instruments and systems necessary to ensure the safety, efficiency, and performance of these technologies.
The company’s continued focus on innovation and its strong financial position will enable it to capitalise on these opportunities and contribute to the global energy transition.

Find out more online

For more examples of how we help our customers to make the world cleaner, healthier and more productive visit www.spectris.com

Spectris plc

Financial review

“We are innovating for growth supported by a strong balance sheet.”

Derek Harding

Financial performance driven by strategy execution


Sales	£1,327.4m	(2021: £1,163.0m)	Change yoy 14% LFL¹ change yoy 14%
Adjusted operating profit²	£222.4m	(2021: £189.6m)	Change yoy 17% LFL¹ change yoy 14%
Return on Gross Capital Employed	16.0%	(2021: 13.2%)	Change yoy 280bps

Strong sales growth of 14% driven by market share gains and pricing.

Financial performance

Sales increased by 14% or £164.4 million to £1,327.4 million (2021: £1,163.0 million) on a like-for-like (LFL) basis. The disposal of the,' Test & Measurement businesses,' segment, disposed during the year, is treated as a discontinued operation in accordance with IFRS 5 and is therefore excluded from continuing operations for both 2022 and 2021. LFL sales increased by £149.7 million (14%), with the impact of disposals, net of acquisitions, reducing sales by £38.3 million (-3%) and foreign exchange movements increasing sales by £53.0 million (5%).

Adjusted operating profit² increased by 17% or £32.8 million to £222.4 million (2021: £189.6 million). Statutory operating margin of 13% was 100bps higher than 2021’s 12.0% reflecting increased volumes and improved pricing. The gross margin decreased by 350bps reflecting higher input costs and the impact of inflation. This was offset by operating cost improvements offsetting a decline in gross margins and increased reinvestment in sales and marketing.

Adjusted operating profit² increased by 17% or £32.8 million to £222.4 million (2021: £189.6 million) on a like-for-like basis. Adjusted operating profit increased by £40.5 million (21%), with the impact of disposals, net of acquisitions, reducing profit by £5.1 million (-3%) and foreign exchange movements increasing profit by £7.4 million (4%).

In line with expectations, no restructuring costs were incurred in 2022 (2021: £10.2 million). Net transaction-related costs and fair value adjustments on acquired and contingent consideration were £19.0 million (2021: £19.0 million) relating to the three acquisitions completed during the year, plus the costs associated with potential acquisitions which were not completed in the year.

The rollout of process redesign and improvement enabled by implementing the latest SAP cloud-based systems across the Divisions, incurring costs of £21.7 million in the year (2021: £7.0 million). Consistent with the prior year, these material SaaS projects are capitalised and amortised over their useful economic lives.

The amortisation of acquisition-related intangible assets in the year (2021: £13.3 million). Adjusted operating margins increased by 50bps, while LFL adjusted operating margins

Spectris plc Annual Report and Accounts 2022

Financial review

operating cost improvements offsetting a decline in gross margins and increased reinvestment in sales and marketing. LFL adjusted gross margins reduced in the year by 160bps to 56.9% as price increases implemented during the year were not fully offset by cost increases in raw materials and components. We expect further progress during 2023. LFL adjusted overheads increased by 9.1% on a like-for-like basis, with headcount remaining broadly stable supporting growth in the full year. Adjusted operating costs, amounted to £103.8 million or 7.8% of sales (2021: £83.8 million or 7.2% of sales).

Adjusted operating profit increased by £32.8 million to £222.4 million (2021: £189.6 million) on a like-for-like basis. Net profit after tax from continuing and discontinued operations after tax of £401.5 million (2021: £346.9 million) includes £286.7 million comprising £10.2 million of costs associated with the disposal of the Test & Measurement businesses and £176.5 million in relation to the sale of the Omega Engineering business. 2021 included £226.5 million in relation to the disposal of the Test & Measurement businesses and other disposals, reported as discontinued operations in accordance with IFRS 5. The profit on disposal of £417.9 million, which has been included in discontinued operations, reflects the sale of the Test & Measurement businesses. The company has not disposed of any other businesses in the year.

The disposal of businesses had a gain of £17.3 million (2021: £7.4 million credit) includes £14.6 million of unrealised losses on intercompany loan balances (2021: £7.4 million credit) relating to unrealised gains on intercompany loan balances. This gain reflects the disposal of these businesses and the impact of foreign exchange on the translation of the net assets of these businesses.

Major Acquisitions

We will maintain a disciplined approach to M&A and a strong balance sheet with leverage between 1-2x EBITDA through the cycle. In certain circumstances, we would be prepared to borrow more than 2x EBITDA for strategic acquisitions that offer a clear path to de-lever back below this level within a short period of time.

In 2022, Spectris plc acquired Creoptix AG for a consideration of £37.0 million, made up of £37.3 million gross consideration (consisting of £35.1 million of cash paid and £2.2 million of contingent consideration) less £0.3 million of cash acquired. Creoptix has been integrated into the Red Lion Controls business.

In July 2022, Spectris plc acquired the remaining 80% of the share capital of Wiest+Ambühl for a consideration of £8.7 million, made up of £7.0 million gross consideration in cash and £1.7 million of contingent consideration recognised on this acquisition. Wiest+Ambühl has been integrated into the Red Lion Controls business.

In April 2022, Spectris plc acquired 100% of the share capital of Dytran for net consideration of £69.6 million, made up of £70.5 million gross consideration in cash less £0.9 million of cash acquired. Dytran is being integrated into the Spectris Dynamics Division.

Disposals

In 2022, Spectris plc sold its Test & Measurement businesses for a consideration of $529 million (£417.9 million equivalent). The profit on disposal was £293.9 million, which has been included in discontinued operations in accordance with IFRS 5. The company has not disposed of any other businesses in the year.# STRATEGIC REPORT

Financial review

Consistent with IFRS 5, the Omega business was classified as held for sale and was derecognised from the Group’s consolidated statement of financial position. The disposal of the Omega business resulted in a loss on disposal of discontinued operations after tax from the discontinued operations of £10.2 million for the six months of ownership (2021: £11.3 million for the twelve months of ownership).

The table below shows the reconciliation of operating profit to profit after tax from continuing operations.

	2022 £m	2021 £m
Profit after tax from continuing operations	172.6	139.9
Restructuring costs	–	10.2
Net transaction-related costs and fair value adjustments	8.3	19.0
Depreciation of acquisition-related fair value adjustments to property, plant and equipment	0.2	0.2
Amortisation of intangible assets, excluding those arising from acquisitions	21.7	7.0
Other non-cash items	19.6	13.3
Profit after tax from continuing operations	222.4	189.6

GFEDCBA Sales (£m) YoY

	A 2021	B Disposals	C 2021 organic	D Currency	E LFL	F Acquisitions	G 2022
Sales	1,097.1	(65.9)	1,163.0	53.0	149.7	27.6	1,327.4
	1,100		1,200				1,300
	900		1,000				1,200
	800						1,400

A 2021	B Disposals	C 2021 organic	D Currency	E	F Overheads	G Amortisation	H 2022
189.6	–	189.6	0.2	(5.5)	12.5	67.5	222.4
184.1						(41.9)
300
240

Profit after tax from continuing operations (£m)

Restated operating profit to profit after tax from continuing operations

	2022 £m	2021 £m
Profit after tax from continuing operations	222.4	189.6
Adjusted depreciation and software amortisation ¹	39.6	34.9
Profit on disposal of businesses and other net investment disposals	(54.1)	(12.9)
Capital expenditure, net of grants related to capital expenditure	(44.1)	(33.5)
Profit after tax from continuing operations	163.8	178.1
Capital expenditure as a % of revenue	74%	94%

¹ Adjusted depreciation and software amortisation represent depreciation of property, plant and equipment, software and internal development amortisation, adjusted for depreciation of acquisition-related fair value adjustments to property, plant and equipment.

Increases were strong across all regions, especially in North America and China, driven by strong demand for our products and the benefit of higher pricing, partially offset by higher material and labour costs. Further details of this disposal are provided in Note 17 to the financial statements.

Other than the items noted above, the underlying profitability of the continuing operations has remained robust.

Other

Profit after tax from continuing operations decreased to £163.8 million during the year, resulting in a profit after tax of £178.1 million (2021: 94%).

The cash flow for the Group reflects strong operating cash generation, offset by significant investment in working capital, capital expenditure and shareholder returns.

The net increase in cash during the year was £60.2 million, and contributed to the net increase in adjusted profit after tax from continuing operations.

Capital expenditure during the year of £44.1 million (£33.5 million in 2021) relates to £27.6 million of acquisitions and £16.5 million of capital investment in new plant and machinery, and was financed from operating cash flows. Capital expenditure represented 3.3% of revenue (2021: 2.9%) and was 111% of adjusted depreciation and software amortisation (2021: 96%). During the year ended 31 December 2022, 6,439,493 ordinary shares were repurchased for £300 million under the £300 million share buyback programme announced on 19 April 2022, resulting in an aggregate market value of £300 million transaction fees of £1.2 million. During the year ended 31 December 2021, 5,596,739 ordinary shares were repurchased for £200 million under the £200 million share buyback programme announced on 25 February 2021, resulting in an aggregate market value of £200 million transaction fees of £1.3 million.

The cash outflow on these programmes was £300 million (2021: £200 million), with £1.2 million (2021: £1.3 million) in transaction fees. The Group also made donations of £0.1 million to the Spectris Foundation, contributing to the net decline in adjusted profit after tax from continuing operations.

Financing and treasury

The Group’s activities are financed from retained earnings and, where appropriate, from third-party borrowings. Total borrowings as at 31 December 2022 were £0.1 million (2021: nil).

At 31 December 2022, net cash was £167.8 million (£167.8 million at 31 December 2021).

At 31 December 2022, the Group had undrawn committed borrowing facilities of £400 million (2021: £400 million). The undrawn facilities expire on 18 May 2025 (2021: undrawn).

At 31 December 2022, the Group had covenant interest cover for covenant purposes of £0.1 million, resulting in the interest cover ratio being n/a (2022: 5.7, covenant interest cover requirement is 3.75 times). Adjusted EBITDA (defined as adjusted earnings before interest, tax, depreciation, and amortisation) was less than zero (31 December 2021: less than zero), meaning the Group is not in breach of its banking covenants.

The Group’s forecasts show that covenant headroom is expected to remain positive at 31 per cent. This means that revenue would have to reduce by 31% over the period under review to potentially breach covenants, even taking into account further mitigating actions if an event of a severe and extended revenue decline, such as cancelling the dividend or undertaking a significant disposal.

The covenants are structured to allow for the Group to manage its current facilities, as set out above, without the need to obtain any new or additional facilities in the event of a severe downturn. Accordingly, the Board of Directors has reviewed the Group’s financial forecasts and expects the Group to remain compliant with its banking covenants for a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis for the preparation of the Consolidated Financial Statements.

Currency

The Group is exposed to transactional and translational currency exposures. Translational exposures arise on the consolidation of overseas company results into Sterling. Transactional exposures arise where the currency of sale or purchase invoices differs from the functional currency in which each company prepares its local financial statements.

Translational currency exposures are not actively hedged. Transactional currency exposures are managed by matching the currency of revenue with the currency of costs, wherever practical, forward exchange contracts are used to hedge a proportion of the remaining forecast transactional exposures where there is reasonable certainty of an exposure.

	2022 £m	2021 £m
Tax paid	(46.8)	(32.2)
Other	0.5	(2.9)
Dividends paid	(78.6)	(79.0)
Net cash used in financing activities	(191.0)	(201.3)
Other investing activities	(114.7)	(135.5)
Net proceeds from acquisitions	(2.9)	–
Transaction-related costs paid	(6.5)	(26.5)
Proceeds from disposal of equity investments	–	38.3
Net cash from investing activities	365.4	333.7
Net investment in property, plant and equipment	(21.7)	(5.9)
Lease payments and associated interest	(16.4)	(14.8)
Restructuring costs paid	(7.6)	(11.9)
Other	0.2	0.3
Net cash used in investing activities	(120.1)	(137.7)
Profit after tax from continuing operations	163.8	178.1
Profit after tax from discontinued operations	7.3	22.6
Increase in net cash	9.2	(1.3)

At 31 December 2022, £118.8 million of estimated transactional exposures for 2023 were hedged using forward exchange contracts, mainly against the Euro, US Dollar and Singapore Dollar.

The Group’s currency hedging policy aims to mitigate the financial impact of currency fluctuations on the Group’s reported results and financial position. Forward exchange contracts are used to hedge transactional exposures in respect of sales. No hedging is undertaken for translational exposures.

The table below shows the average and closing key exchange rates compared to Sterling. During the year, currency translation effects increased profit after tax from continuing operations by £12.5 million higher (2021: £10.2 million lower) than it would have been if calculated using prior year exchange rates. Transactional foreign exchange gains of £0.3 million (£0.3 million in 2022) were included in administrative expenses, whilst sales include a loss of £4.3 million (£2.4 million in 2021) in respect of exchange contracts taken out to hedge transactional exposures in respect of sales.

Pensions

The Group's pension schemes were valued at £8.9 million, a reduction of £13.4 million versus the £22.3 million liability at 31 December 2021, primarily due to movements in market discount rates.# Other Non-reportable Operating Segments

The following pages detail the other non-reportable operating segments in accordance with IFRS 8. These businesses are reported within the Other non-reportable operating segments. On a statutory basis, sales for the segment increased to £234.3 million (2021: £206.3 million) due to 2021 disposals of the distribution and wholesale businesses, with underlying growth of 14% resulting from increased volume and strong price discipline.

Profit before tax for the segment was £27.2 million (2021: £26.2 million), an increase of 4% (16% LFL), with an adjusted operating margin of 15.3%, an increase of 70bps to 15.3%. This was driven by the extra sales drop through, the pricing strategy, a focus on the product portfolio, improved operational performance and strong cost control.

Operating profit for the segment was £34.7 million (2021: £32.6 million). This increase was driven by pricing, improved operational performance, and lower transaction-related costs, with operating margin increasing from 14.5% to 14.8%. Red Lion Controls contributed to the sales increase with a combination of volume growth and pricing and maintained its level of operating profit. The volume growth was in North America, offsetting lower sales in Europe, with the US business seeing growth in our niche flow, gas and pressure instruments and in our services business. The strong price discipline has positively contributed to the operating margin in 2022. Servomex had a record year for orders received in 2022, mainly driven by the growth in its leading gas analysis products within the industrial gas and semiconductor markets.

Profit before tax increased to £37.0 million (2021: £35.9 million) due to revenue growth and pricing and maintained its level of operating profit.

	2022 (average)	2021 (average)	Change	2022 (closing)	2021 (closing)	Change
US Dollar (USD)	1.24	1.38	(10%)	1.21	1.35	(10%)
Euro (EUR)	1.17	1.16	1%	1.13	1.19	(5%)
Sterling (£)	8.30	8.87	(6%)	8.31	8.57	(3%)

Sustainability at the core

“As Group Finance Director I am proud to see Spectris continue to embed sustainability within its operations and to deliver its sustainability agenda, supporting our net zero commitment.

In 2022, we have seen the business make a positive impact in relation to the appropriate accounting judgements and to the management of the Group’s sustainability initiatives, supporting our net zero commitment.

The following section is presented by Derek Harding, Group Finance Director.

We recognise that effective management of risk is essential to the successful delivery of our strategic objectives. As such, risk management is built into our day-to-day activities and forms an integral part of how we operate.

The Group’s risk management framework delivers visibility and accountability for all aspects of business-critical risk management, ensuring that the Group’s internal control framework, as described in the Corporate Governance Statement, is robust.

Risk management process

Our approach to risk management combines a granular bottom-up assessment of day-to- day operational risk (managed by the businesses) with a top-down assessment of strategic risks, overseen by the Risk Committee and reviewed by the Audit and Risk Committee.

Business unit risk management

Management of the businesses undertake a detailed assessment of risk across their markets, processes and operations, including a consolidation of any emerging risks that should be formally evaluated. We operate a quarterly reporting cycle and financial controls, and these are subject to review by the Audit and Risk Committee. The results of these reviews, along with the assessment of the key risks and controls, represent a key component of the second line of risk management (see page 35) for which the Chief Financial Officer, supported by the Internal Audit and Risk Management function, has oversight for matters, internal control, risk management, and other areas of compliance.

Risk management approach

Our approach to risk management combines a continuous bottom-up assessment of risk, the management of which is embedded within each business unit and function, with a top-down assessment of principal risks and emerging risks conducted by the Group Executive and the Audit and Risk Committee, and are subject to regular operational review as well as independent assurance where appropriate.

Group risk management

In 2022, Group risk management is strengthened by the establishment of an Operational Risk and Compliance Committee and the Group’s Audit and Risk Committee.

The purpose of the Operational Risk and Compliance Committee is to ensure appropriate management of the Group’s operational risk and compliance matters, and to provide assurance over the Group’s risk management framework, holding accountable those responsible for all activities within the three lines of defence.

The Board carries out a robust assessment of the Group’s principal risks and emerging risks on an annual basis.

In the Operational Risk and Compliance Committee, risks are regularly assessed in terms of its gross and net severity, and a detailed action plan is developed, and its effectiveness is monitored on an ongoing basis. The Operational Risk and Compliance Committee provides the Board with assurance on the effectiveness of the Group’s risk management framework, and the Board considers the effectiveness of the Group’s risk management framework and, where appropriate, makes changes to the net risk ratings are required.

Our risk management approach includes the consideration of emerging risks, whether through the proactive identification of new risks or the escalation of existing risks in terms of scope, such as climate change and environmental matters. In recognition of the importance of climate change and our increased understanding of its implications, climate change was added as an additional Principal Risk in 2022. How climate-related risks will be managed on an ongoing basis are described on page 56. During 2022, we have seen an increase in gross risk in a number of areas, including political and market risk, cyber threat and supply chain risk. These risks are continually managed by the Operational Risk and Compliance Committee and we continue to review the effectiveness of our mitigation strategies and to identify further actions where appropriate in order to manage risks.

In terms of the net risk rating, geopolitical risk has been reassessed from Moderate to High in view of the increased potential for this risk to impact Group strategy, whilst in respect of compliance risk the continued work to strengthen our controls framework and to further embed the Spectris Code of Conduct, has led to a reassessment of the net rating from High to Moderate. In addition, the Board ensures that all risks are appropriately considered in light of changes to the net risk ratings are required.

Spectris plc Annual Report and Accounts 2022 34

Risk management

First line

The first line is responsible for identifying and managing risks within their area of responsibility, undertaking risk assessments and implementing appropriate controls. These individuals are closest to the risks and are responsible for the day-to-day management of risks within their business areas and for taking a holistic view of risk, to determine which risks are of principal concern and require escalation.

Second line

The second line is responsible for overseeing the risk management framework, ensuring the development of a standardised approach to the assessment and management of risk across the Group, and for taking a holistic view of risk, to determine which risks are of principal concern.

Third line

The third line is responsible for providing independent assurance over the effectiveness of the Group’s risk management framework and for taking a holistic view of risk, to determine which risks are of principal concern.

Fourth line

The fourth line is the Group Executive and the Audit and Risk Committee, supported by the Internal Audit and Operational Risk function, overseeing the entire risk management framework, holding accountable those responsible for all activities within the three lines of defence.# STRATEGIC REPORT

Principal risks and uncertainties

Managing our principal risks

Risk appetite

Highly cautious
Cautious
Balanced
Opportunistic
Highly opportunistic

Risk assessment scale*

Minor
Moderate
High
Severe

*likelihood of a risk occurring, net of mitigation activities

Strategic transformation

Description

The Group’s strategy requires significant transformation. This includes the integration of acquired businesses, the deployment of the Spectris Business System, and investment in new capabilities, processes, and technologies to support our ambitious growth plans. Failure to execute these initiatives effectively, or a misalignment with evolving market demands, could impact our ability to achieve our strategic objectives.

Link to strategy

Execution of strategic transformation
Aligned to structural growth markets
Customer centricity
Investment in capabilities and infrastructure
Agile and efficient operating model

Risk assessment

Balanced

Change in rating

$\nearrow$

Impact

Our day-to-day activities are inherently aligned to the execution of our strategy. The successful implementation of strategic transformation initiatives is crucial for achieving our long-term vision. The Group’s strategy requires significant transformation, including the integration of acquired businesses, the deployment of the Spectris Business System, and investment in new capabilities, processes, and technologies to support our ambitious growth plans. Failure to execute these initiatives effectively, or a misalignment with evolving market demands, could impact our ability to achieve our strategic objectives. The Group is managing some of the more transformative elements of its strategic transformation by ensuring a clear strategy and dedicated resources are in place. Furthermore, the Group’s strategy for mergers and acquisitions, growth initiatives including capital expenditure and the development of new business models requires careful planning and execution to ensure they deliver the intended returns and do not negatively impact existing operations.

Mitigation

Clear strategy and dedicated resources for transformation initiatives
Deployment of the Spectris Business System
Continued review of acquisition/merger pipeline, integration processes and capability
Robust project and change management framework
Information security and data privacy policies and controls
Cyber risk assurance undertaken by Internal Audit
Regular review of strategic initiatives and alignment with market dynamics
Clear communication of strategy and progress across the organisation
Investment in leadership development and talent management

Cyber threat

Description

The Group faces a significant and evolving cyber threat, including ransomware attacks, data breaches, and phishing attempts. Such threats could disrupt operations, lead to financial losses, reputational damage, and demands for ransom payments and inadvertent/intentional electronic leakage of critical data.

Link to strategy

Customer centricity
Agile and efficient operating model

Risk assessment

High

Change in rating

$\nearrow$

Risk appetite

Cautious

Impact

The Group’s day-to-day activities, including the use of digital platforms and the processing of sensitive data, are inherently exposed to cyber threats. The constant evolution of cyber threats, coupled with increasing sophistication and unpredictability, necessitates a robust and proactive approach to information security. The introduction of data privacy regulations further heightens the risk associated with data protection and the consequences of information security breaches occurring across a wide range of systems and processes. This requires a cautious approach to safeguarding its information assets.

Mitigation

Information security and data privacy policies and controls
Cyber risk assurance undertaken by Internal Audit
Regular vulnerability assessments and penetration testing
Employee training and awareness programmes on cyber security best practices
Incident response plan and business continuity measures
Intelligence services to gain a deeper understanding of threat landscape to Spectris

Spectris plc | Annual Report 2023 36

Principal risks and uncertainties

Compliance

Material adverse changes in the geopolitical environment putting pressure on the supply chain, or actions taken by governments to restrict trade or impose sanctions, could lead to increased costs, supply disruption and reputational damage.

Aligned to structural growth markets
Customer centricity
Investment in capabilities and infrastructure

High

Risk appetite

Balanced

We operate in many jurisdictions and, as a consequence, are exposed to a wide range of legal and regulatory requirements. These include, but are not limited to, competition law, data privacy, fair competition and anti-bribery and corruption regulations. Non-compliance with these laws and regulations could result in civil or criminal liabilities, leading to significant fines, reputational damage and operational disruption. The Group’s operations are subject to the evolving global and local regulatory landscape. We must ensure compliance with all applicable laws and regulations in the countries in which we operate. Failure to do so could result in significant penalties and damage to our reputation.

Robust compliance framework, including policies and procedures
Regular training and awareness programmes for employees on compliance matters
Internal and external audits to assess compliance with regulations
Dedicated compliance function to monitor regulatory changes and ensure adherence
Contract review and approval processes to ensure compliance with legal and regulatory requirements

Geopolitical

Material adverse changes in market conditions, such as economic downturns, currency fluctuations, or inflationary pressures, could impact demand for our products and services, and affect our profitability.

Execution of strategic transformation
Aligned to structural growth markets
Customer centricity
Investment in capabilities and infrastructure

High

Balanced

We operate in a broad spread of geographical markets and end users and are therefore exposed to a range of geopolitical risks. Material adverse changes in the geopolitical environment putting pressure on the supply chain, or actions taken by governments to restrict trade or impose sanctions, could lead to increased costs, supply disruption and reputational damage. This could also lead to heightened tension between trading parties or blocs. As with political risk, we are limited in our ability to reduce the likelihood of such events, but with careful monitoring and response planning we can ensure that the potential impact is managed.

Diversified geographic presence and customer base
Active monitoring of geopolitical developments and their potential impact
Contingency planning and business continuity measures
Strong balance sheet to withstand market volatility
Hedging strategies to mitigate currency and commodity price risks
Working groups and sub-committees to limit the impact of geopolitical events on our operations

Spectris plc | Annual Report 2023 37

Talent and capabilities

The Group’s success is dependent on attracting, developing, and retaining the right talent with the necessary skills and capabilities to achieve our operational and strategic targets. A failure to do so could impact our ability to deliver on our objectives.

Execution of strategic transformation
Customer centricity
Investment in capabilities and infrastructure
Agile and efficient operating model

Moderate

Balanced

The Group’s ability to achieve its strategic goals and maintain its competitive position relies heavily on the skills, experience, and dedication of its employees. A lack of sufficient or appropriately skilled talent, or high employee turnover, can hinder innovation, operational efficiency, and the successful execution of strategic initiatives. This can also impact our ability to adapt to market changes and capitalise on new opportunities. The Group is proactively ensuring a consistent and effective pipeline of talent to support its growth and development.

Comprehensive talent management and succession planning programmes
Competitive remuneration and benefits packages
Investment in employee training and development
Focus on employee engagement and fostering a positive work environment
Robust recruitment processes to attract high-calibre candidates
Diversity and inclusion initiatives

Business disruption

Disruptions to our operations, whether caused by natural disasters, pandemics, or other unforeseen events, could impact our ability to supply products and services to our customers, leading to financial losses and reputational damage.

Agile and efficient operating model

Minor

Cautious

Significant disruptions to business operations can arise from various sources, including natural disasters, pandemics, or other unforeseen events. Such events can impede the Group's ability to manufacture and deliver products, fulfil customer orders, and maintain critical business functions. This could result in substantial financial losses, damage to the Group's reputation, and a negative impact on its ability to meet customer demands and achieve strategic objectives. The Group's diversified business operations across various geographies provide a degree of natural hedging against localized disruptions. However, the potential for widespread or prolonged disruption necessitates robust business continuity and disaster recovery planning.

Business continuity and disaster recovery plans
Diversification of supply chains and manufacturing facilities
Insurance coverage for business interruption and other relevant risks
Regular testing and updating of business continuity plans
Emergency response procedures and communication protocols

Climate change

The Group faces risks associated with climate change, including the potential for increased regulatory requirements, changes in market demand, and the physical impact on our operations and supply chains. We also face risks associated with not identifying potential opportunities in assisting others manage their climate agendas.

Aligned to structural growth markets
Customer centricity
Investment in capabilities and infrastructure
Agile and efficient operating model

Moderate

Balanced

The evolving landscape of climate change presents both risks and opportunities for the Group. Transition risks may arise from increasing regulatory requirements, such as carbon pricing mechanisms or emissions standards, as well as shifts in market preferences towards more sustainable products and services. Physical risks could manifest as extreme weather events impacting our operations, supply chains, or the availability of resources. Furthermore, a failure to identify and capitalize on the growing demand for climate-related solutions and services could represent a missed opportunity for growth and innovation. The Group recognises the importance of proactively addressing climate-related issues to mitigate risks and leverage opportunities.

Assessment of climate-related risks and opportunities
Integration of sustainability considerations into business strategy and decision-making
Investment in energy efficiency and renewable energy sources
Collaboration with suppliers and customers to promote sustainable practices
Monitoring of climate-related regulations and industry best practices
Development of products and services that support customers' climate agendas.# Mitigation
Structured recruitment and succession processes for senior leadership.
Integrated performance and talent management processes.
Annual organisation capability review process.
Appropriate incentives with benchmarking at all levels.
Robust talent attraction and retention strategies.
Enhanced focus on the development of talent pipeline.
Common policy and enhanced standard for business continuity and disaster recovery.
Proactive risk identification and mitigation.
Defined mitigation plans.
Investment in leadership development programmes and talent pipelines.
Modernisation of IT infrastructure and cybersecurity.
Strategy built around sustainable growth.
Enhanced focus on ESG and stakeholder engagement to ensure long-term value creation.
Proactive management of regulatory and geopolitical risks to ensure sustainable operations.
Climate physical risks monitored and reported by each business.
Aligning strategy with current and emerging sustainability thematics.

Spectris plc
Consolidated Report
Strategic Report
38

Viability statement

Longer-term viability of the Group

The Directors have, in accordance with provision C.1.3 of the UK Corporate Governance Code, assessed the longer-term viability of the Group to the period to 31 December 2025. In assessing the viability of the Group, the Directors have considered the Group’s current position and potential events over the assessment period based on the strategy, markets and business model as outlined previously within this report. In the strategic review of the Company, the Board highlights a number of factors that underpin its prospects and viability as follows:

Alignment with structural, sustainable growth markets with high barriers to entry;
Significant and diversified customer base, resilient to economic downturns and with significant barriers to entry for competitors, alongside strong customer retention and high levels of recurring revenue, generated and with a clear capital allocation process and access to funding.

Assessment of viability

In determining the appropriate period over which to assess viability the Board has considered budgeting, forecasting and scenario planning of the Group’s cash flows and financial position. The Group operates in a number of markets and is exposed to a range of risks and uncertainties that could impact its financial performance, solvency or liquidity.

The Directors have concluded that the three-year period to 31 December 2025 is an appropriate period over which to assess viability. This period has been chosen as it aligns with the Group’s strategic planning horizon, allowing for reasonable estimation of future performance and cash flows, and is consistent with the Group’s budgeting and forecasting processes.

The Directors have undertaken a robust assessment of the Group’s viability. This assessment included:

A review of the Group’s principal risks and uncertainties, and consideration of how these risks might impact the Group’s ability to continue as a going concern.
Scenario analysis, including a severe but plausible downside scenario, to assess the potential impact of these risks on the Group’s financial position and cash flows.
Consideration of the Group’s access to funding, including its revolving credit facility and ongoing support from its banking group, which provides that the Group’s committed borrowing facilities are in place until 31 December 2027. 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of500000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000000s of more than 50 years of operation and to ensure it continues to contribute to local communities and economies.

We aim to deliver sustainable value for our shareholders and other stakeholders by focusing on our ESG priorities within our strategy and through our business operations. Our ESG priorities are:

Our people
Our society
Our planet
Our value chain

Spectris plc Annual Report and Accounts 2022 40

Metric	2022 Value	2021 Value
Total carbon emissions (tonnes CO2e)	17,546	31,703
Gender diversity in leadership population	20.3%	18.6%
Ethics: number of helpline reports	44	40
Total number of students reached by the Spectris Foundation	21,698
Total use of renewable energy	22.6%	10.9%
Total recordable incident rate	0.27	0.32
Supplier spend rated via EcoVadis	36.5%	not calculated
Total donations agreed by the Spectris Foundation	£598,858
Renewable energy in the UK	100%	95%
Safety observations	8,900	5,243
Energy intensity (MWh per £m revenue)	58.2	73.7
Access to an employee assistance programme	82.2%	>75%

Find out more about Spectris Foundation online www.spectrisfoundation.com

Sustainability

Our people

Our people are central to our success and we are committed to creating a diverse, inclusive and engaging culture. We aim to foster an environment where all employees can thrive, develop their careers and reach their full potential. We are committed to attracting, developing, and retaining the best talent, and we promote employee well-being, inclusion and mental health.

In 2022, we invested £54 million in our people, including training and development, to support their growth and development.

Our society

We believe in the power of education to transform lives. Our Spectris Foundation is committed to improving access to science, technology, engineering and maths (STEM) education for young people from disadvantaged backgrounds. Through our foundation, we invest in programmes that inspire and equip students with the skills and knowledge they need to succeed in the future.

Our initiatives aim to support education, STEM engagement, and community development. We are committed to making a positive impact in the communities where we operate.

Our value chain

We are committed to operating responsibly throughout our value chain. We work with our suppliers and partners to promote sustainable practices and to ensure that our products and services contribute to a more sustainable future. We aim to minimise the environmental impact of our operations and to promote ethical and responsible business practices.

Our planet

We are committed to reducing our environmental footprint and to playing our part in tackling climate change. We are investing in renewable energy, improving energy efficiency and reducing our carbon emissions. We are also working to develop products and services that reduce our customers' environmental impact and to promote sustainable procurement practices.

| Scenario | Link to Principal Risks # Spectris plc Annual Report and Accounts 2022

41 Sustainability continued

Spectris is committed to building a more sustainable business for the long term. This involves a focus on environmental, social and governance (“ESG”) factors, embedding these into our strategy and operations to deliver sustainable value for all our stakeholders.

In our first year of reporting against our refreshed ESG framework, we have reviewed our material ESG topics and their associated risks and opportunities, ensuring alignment with our strategic priorities.

In 2022, the Group continued to embed its Purpose and Values throughout the organisation. We are passionate about our Purpose – To provide certainty and pace to our customers’ most critical and complex challenges. This purpose is underpinned by our Shared Values: Be True, Own It, Aim High. These values inspire our people towards that shared vision and ensure we act with integrity, take responsibility and strive for excellence in everything we do.

Employee turnover

Year	2022	2021	2020	2019	2018
	13.5%	15.6%	13.6%	11.4%	14.2%

The 13.5% voluntary employee turnover rate in 2022 reflects the continued challenge in the global labour market. We are taking action to improve retention through focused employee engagement and development programmes. Involuntary turnover, primarily driven by restructuring or redundancies, decreased from 0.7% in 2021 to 0.3% in 2022.

Inspire and Engage

We aim to inspire our people to deliver outstanding results for our customers by empowering them and fostering a culture of continuous improvement and collaboration. We do this by investing in talent development, promoting diversity and inclusion, and ensuring fair and competitive remuneration.

Our focus is on connecting and inspiring our people for a healthy, high-performance culture.

42 Sustainability: Connecting and inspiring our people continued

Case study: Developing our approach to Talent

Based on feedback from our people, our enhanced approach to talent management and development is designed to support their growth and career progression within Spectris. We are committed to creating an environment where our employees can thrive, develop their skills, and reach their full potential.

Our approach to talent is built around our leadership model, which outlines three key pillars: Inspire, Strengthen, and Grow.

Our Leadership Model

Inspire: To ensure all voices are heard and included.
Strengthen: To ensure all our people have the skills and support they need to succeed.
Grow: To foster a culture of continuous learning and development, enabling our people to achieve their career aspirations.

We are developing our approach to talent to ensure that every employee has the opportunity to grow and develop within the organisation.

Shared Values

Be True: We act with integrity, are honest and transparent in our dealings with others.
Own It: We take accountability for our actions and decisions, and we are empowered to make things happen.
Aim High: We challenge ourselves to achieve the best possible outcomes, embracing innovation and continuous improvement.

Our values are the foundation of our culture and guide our actions. We believe in empowering our people to make a difference and contribute to our success.

Employee engagement (GrandMean)

	2021	2022
	3.72	3.86

Engagement survey results are an important indicator of employee satisfaction and commitment. We are pleased to see an increase in our overall employee engagement score in 2022.

Case study: Developing our approach to Talent

To ensure that our approach to talent development is effective and meets the needs of our people, we have gathered feedback through various channels, including employee surveys, focus groups, and one-on-one discussions. This feedback has been instrumental in shaping our talent management strategies and initiatives.

Our focus is on creating a talent pipeline that supports the long-term growth and success of the organisation. We are committed to providing our employees with the resources and opportunities they need to develop their skills and advance their careers.

The insights gained from our talent development programmes have reinforced the importance of investing in our people. We are dedicated to fostering a culture of continuous learning and development, and we believe that this will be crucial to our future success.

43 Sustainability: Connecting and inspiring our people continued

Case study: In my shoes

We are committed to building an inclusive culture where everyone feels valued and respected. Our "In my shoes" initiative is designed to foster empathy and understanding by allowing employees to experience different roles and perspectives within the company.

This initiative aims to break down silos, promote cross-functional collaboration, and enhance overall employee engagement. By providing opportunities for employees to step into each other's roles, we can gain a deeper appreciation for the diverse challenges and contributions across the organisation.

The "In my shoes" initiative has been well-received by our employees, who have reported increased understanding and a greater sense of connection. This program plays a vital role in our commitment to fostering a diverse and inclusive workplace.

Inclusion and Belonging

We are committed to creating an inclusive environment where everyone feels valued, respected, and empowered to contribute their best. Our focus on inclusion and belonging is integral to our talent strategy and our ability to attract and retain top talent.

We have established a Group Inclusion Framework that outlines our commitment to diversity and inclusion across all levels of the organisation. This framework guides our actions and ensures that we are creating a workplace where everyone has an equal opportunity to succeed.

Our vision is to foster a culture where every employee feels a sense of belonging and is motivated to contribute to our collective success.

Employees by gender and role

	Board	Leadership Community	Executive Committee	Wider employee population
2022
Men	6	48	5	5,013
Women	3	12	2	2,595
Total	9	60	7	7,608
(2021: Men: 7 Women: 3)		(2021: Men: 54 Women: 11)	(2021: Men: 5 Women: 3)	(2021: Men: 5,048 Women: 2,657)

Gender pay gap reporting

Bonus pay gap: Mean 37.2% (2021: 42.5%)
Gender pay gap: Mean 21.7% (2021: 23.2%)
Bonus pay gap: Median 31.6% (2021: 19.9%)
Gender pay gap: Median 18.6% (2021: 19.0%)

Group Inclusion Framework

Our Group Inclusion Framework is a strategic imperative that underpins our commitment to diversity and inclusion. It is designed to ensure that all employees are treated with fairness and respect, and that they have equal opportunities for growth and development.

The framework is built on four key pillars: Vision, Why are we acting now?, Our promise, Our organisational model, Our impact.

Vision: To ensure all voices are heard and included.
Why are we acting now?: To ensure all our people have the skills and support they need to succeed.
Our promise: To foster a culture of continuous learning and development, enabling our people to achieve their career aspirations.
Our organisational model: Executive working group on inclusion (Chaired by CFO) and Inclusion Group.
Our impact: Managers and wider employee population.

We believe that by fostering a culture of inclusion and belonging, we can enhance employee engagement, drive innovation, and achieve sustainable business success.

Further detail is set out in the Remuneration Report in sections 8.4 and 8.5.

We are committed to fostering an inclusive culture where all employees feel valued and respected. Our Diversity and Inclusion strategy focuses on creating a workplace where everyone can thrive.

The Group Inclusion Framework provides a clear roadmap for our D&I initiatives. We are committed to promoting diversity at all levels of the organisation and ensuring that all employees have equal opportunities for career advancement.

The Executive working group on inclusion and the Inclusion Group are key enablers of our D&I strategy. These groups are responsible for driving the implementation of our inclusion initiatives and ensuring that we are creating a workplace where everyone feels a sense of belonging.

We are committed to building a diverse and inclusive workforce that reflects the communities in which we operate. Our D&I initiatives are designed to create a culture of respect, fairness, and equal opportunity for all employees.# Spectris plc Annual Report and Accounts 2022

Sustainability continued

STEM: Developing our future talent pipeline

Our STEM strategy focuses primarily on A Level and University students and graduates. We aim to improve access to a quality STEM education. We have a comprehensive outreach programme in place which spans multiple initiatives, including but not limited to, school engagement, science festivals, university open days and competitions.

We invest in our people and provide opportunities for growth and development. This commitment stems from our belief that it is critical to develop talent pipelines to meet the future needs of our businesses. Our STEM strategy aims to contribute to building a diverse workforce, with a focus on encouraging students from under-represented groups to pursue careers in STEM.

Young Professionals

Developing diversity

Underpinned by: Origional colour way

Our STEM strategy focuses primarily on A Level and University students and graduates.

We aim to improve access to a quality STEM education.

We provide support for internships and graduate programmes through partnerships with a variety of universities and colleges. We also engage with schools and colleges to encourage uptake of STEM subjects by students.

We are committed to fostering an inclusive culture where all employees feel valued and can contribute to their full potential. This includes supporting a range of employee resource groups and initiatives aimed at promoting diversity and inclusion.

Spectris plc Annual Report and Accounts 2022

Sustainability continued

Ethics

Speak Up

We encourage employees to speak up if they have any concerns or observe any behaviour that is not in line with our Code of Conduct. We have established a confidential Speak Up helpline, which is managed by a third party, to provide employees with a safe and anonymous channel to report any potential violations.

Employees can raise concerns about anything from bribery and corruption to discrimination and harassment. We are committed to protecting employees who raise concerns in good faith and ensuring that they are not subjected to any form of retaliation.

We investigate all reports received through the Speak Up helpline and take appropriate action to address any substantiated concerns. This may include disciplinary action, up to and including termination of employment.

The Speak Up process is designed to ensure that all concerns are handled fairly, impartially, and confidentially. We strive to create a culture where employees feel empowered to speak up and where their concerns are taken seriously.

Young Professionals

Developing diversity

Our STEM strategy focuses primarily on A Level and University students and graduates.

We aim to improve access to a quality STEM education.

We offer a number of programmes for young professionals, including internships, graduate schemes, and apprenticeships. These programmes are designed to provide valuable work experience and development opportunities, helping to build a pipeline of future talent for the Group.

Human Rights

We are committed to upholding human rights in all our operations and business relationships. Our commitment is consistent with the Core Conventions of the International Labour Organization and the UN Guiding Principles on Business and Human Rights.

We conduct human rights due diligence to identify, prevent, and mitigate any adverse human rights impacts associated with our operations. We also expect our suppliers and business partners to uphold similar human rights standards.

We have established a framework for the responsible sourcing of materials and a robust due diligence process to assess and manage human rights risks throughout our supply chain. We are committed to ensuring that our operations do not contribute to human rights abuses and that we address any such risks promptly and effectively.

Find out more online
Read more about Our Code of Conduct at www.spectris.com/our-code
Read more about our policies on Human Rights and Modern Slavery at www.spectris.com/policies

Sustainability continued

Health and Safety

We are committed to ensuring the health and safety of our employees, contractors, and visitors. We strive to create a safe and healthy working environment for everyone, free from accidents and injuries.

We have a robust health and safety management system in place, which is regularly reviewed and updated to ensure compliance with all relevant legislation and best practices. We empower our employees to identify and report hazards, and we provide them with the necessary training and resources to work safely.

We track our health and safety performance through a range of metrics, including lost time injury frequency rates and total recordable injury rates. We are committed to continuous improvement in our health and safety performance.

We are proud to report that in 2022, there were no fatalities. Our total recordable injury rate was 0.20 per 200,000 hours worked, demonstrating our ongoing commitment to safety. The Group’s Health and Safety policy sets out our commitment to providing a safe and healthy workplace and preventing work-related injuries and ill health.

Prioritising mental health

We recognise the importance of mental wellbeing and are committed to creating an environment where mental health is valued, promoted and supported. We encourage employees to talk openly about mental health and provide access to resources that can help them manage their wellbeing.

We believe that supporting the mental health of our employees is essential for their overall wellbeing and for the success of our business. We aim to foster a culture where employees feel comfortable seeking help and where they can access the support they need.

We have partnered with mental health charities and providers to offer a range of support services, including counselling, wellbeing workshops, and mental health awareness training. We also provide resources and information on our intranet to help employees manage stress and build resilience.

We are committed to providing a supportive and inclusive workplace where employees can thrive both personally and professionally.

Metric	2022	2021	2020	2019	2018
Number of helpline reports received	44	40	37	54	25
Improvement plan (1 person) and termination with cause (2 people).
Human Rights
The Group is committed to upholding human rights in all its operations and business relationships.
Health and Safety
Prioritising mental health

Sustainability continued

Our ambition:

Spectris operations (Scope 1 and 2 emissions)
- Net Zero by 2030
Our value chain (Scope 3 emissions)
- Net Zero by 2040

Reaching Net Zero

We are committed to operating in a way that minimises our environmental impact and contributes to a sustainable future. Our Net Zero ambition underpins our strategy, driving innovation and resource efficiency across our operations and value chain.

We have set a science-based target for Net Zero by 2030 for our own operations (Scope 1 and 2 emissions) and by 2040 for our value chain (Scope 3 emissions).

Our roadmap

We have developed a clear roadmap to achieve our ambitious Net Zero targets. This involves a comprehensive assessment of our current emissions footprint across our value chain and a commitment to decarbonisation.

In 2022, we further progressed our Scope 1 and 2 roadmap. With the support of Schneider Electric, we are implementing energy efficiency measures and investing in renewable energy. Our current emissions footprint across our value chain and our detailed decarbonisation plans are set out in our roadmap.

In 2023, we will continue to embed sustainability into our operations and product development. We have committed a minimum of £3 million per annum to fund our Net Zero 2030 roadmap.

In 2022, we continued to deliver on our Scope 1 and 2 roadmap. With the support of Schneider Electric, we are implementing energy efficiency measures and investing in renewable energy. Our current emissions footprint across our value chain and our detailed decarbonisation plans are set out in our roadmap.

Key activity in 2022

Delivering emissions reductions at owned sites
Procuring renewable electricity and investing in electric vehicles, and installing EV charging points
Establishing a group-wide Energy Management System and engaging employees on energy saving initiatives
Replacing legacy refrigerants and installing efficient new plant
Implementing new energy monitoring systems at key sites and improving energy efficiency

Planned activity for 2023

Implementing new energy efficiency projects at our Almelo, Malvern and Eindhoven sites
Investing in renewable electricity procurement and electric vehicles, and installing EV charging points
Rolling out group-wide energy management system and employee engagement initiatives
Replacing legacy refrigerants and installing new plant
Engaging with our suppliers on their own carbon reduction targets

In 2022, we continue to deliver on our Net Zero 2030 roadmap. We have continued to invest in energy efficiency and renewable energy.

Case study: Our ISO 45001 journey

In 2022, we continued our journey towards achieving ISO 45001 certification across our global operations. This has been driven by our commitment to ensuring the health, safety and well-being of our employees.

We are proud of the dedication of the teams who have led the ISO 45001 journey and our ongoing commitment to embedding a strong safety culture throughout the organisation.

Ben Bryson
Group President, Instrumentation

Total recordable incident rate	2022	2021	2020	2019	2018
	0.13	0.32	0.27	0.24	0.28

Read more about our policy and approach to mental health at www.spectris.com/mentalhealth

Sustainability continued

Our ambition:

Spectris operations (Scope 1 and 2 emissions)
- Net Zero by 2030
Our value chain (Scope 3 emissions)
- Net Zero by 2040

Reaching Net Zero

We have set a science-based target for Net Zero by 2030 for our own operations (Scope 1 and 2 emissions) and by 2040 for our value chain (Scope 3 emissions).

Our roadmap

In 2023, we will continue to embed sustainability into our operations and product development. We have committed a minimum of £3 million per annum to fund our Net Zero 2030 roadmap.

In 2022, we continued to deliver on our Scope 1 and 2 roadmap. With the support of Schneider Electric, we are implementing energy efficiency measures and investing in renewable energy.

Case study: Our ISO 45001 journey

We are proud of the dedication of the teams who have led the ISO 45001 journey and our ongoing commitment to embedding a strong safety culture throughout the organisation.

Our progress against our scope 1 and 2 (market-based) emissions as set out in our roadmap

Scope 1 and 2 – Our Roadmap

Where we are now (2020)	Renewable energy procurement (PPA/tariff)	Self generation at owned sites	Electric vehicles	Biofuels onsite	Natural refrigerant replacement	Neutralisation	Employee engagement
13%*	45%	16%	2%	9%	14%	1%	100%

In addition to existing self-generation at Malvern and Eindhoven

Scope 3 – Our Roadmap

Where we are now (2020)	Air-freight reduction	Business travel policy	External neutralisation	Waste reduction	Product supply chain engagement plus product circularity	Achieved	Planned	Outstanding
43%	6%	1%	1%	22%	26%	1%	54.56%	8.97%

Spectris plc Annual Report and Accounts 2022 48

VI-grade driving simulator avoided emissions

VI-grade’s virtual simulation solution offers significant avoided emissions compared to the avoided emissions from production and end-of-life of physical prototypes.

What is a Life Cycle Assessment?

A Life Cycle Assessment (LCA) is a methodology used to evaluate the environmental impacts associated with all stages of a product’s life, from raw material extraction through materials processing, manufacture, distribution, use, repair and maintenance, and disposal or recycling.

The LCA approach allows us to identify opportunities to reduce environmental impacts. The most significant impacts are related to raw materials and energy consumption during manufacturing, and in-use energy and emissions.

VI-grade’s virtual simulation solution, alongside its industry-leading driving simulators, offers significant avoided emissions compared to the emissions associated with the design, production, testing and operation of physical prototypes.

Case study: Maximum potential annual avoided emissions: 14,000 tCO 2 e

Vehicle operations: 10,000 tCO 2 e of avoided emissions from using the simulator to test a new vehicle model.
Vehicle production: 2,000 tCO 2 e of avoided emissions and 2,000 tCO 2 e of avoided end-of-life emissions.

Overview

VI-grade’s simulation solution helps its customers to reduce their environmental footprint through the use of advanced simulation tools and by minimising the need for physical vehicle testing. This reduces the emissions associated with the manufacture, transportation, and physical testing of prototypes.

Methodology

The LCA methodology used estimates the environmental impact of VI-grade’s solution in terms of the avoided emissions from the production, transport, testing and end-of-life of physical prototypes. The approach considers the entire life cycle of the simulation solution and the prototypes it replaces.

Source data

In this analysis, VI-grade estimates emissions data for a new vehicle model for the UK market, based on the European Environmental Agency’s average CO 2 emissions for a medium sized electric or petrol car.

Estimates are based on a conservative use of the simulator to produce data for a new vehicle model.
The average lifetime of a car is estimated at 150,000 miles or 12 years.
10,000 tCO 2 e of avoided emissions from production and 4,000 tCO 2 e of avoided emissions from vehicle operations.

Potential improvements

The current emissions in our solution do not fully account for the significant avoided emissions through the use of virtual testing in place of physical prototypes, which enhances the environmental credentials of our solution.

Mike Proctor,
Group President, Advanced Measurement and Control

VI-grade’s Virtual Simulation: VI-grade’s simulator offers significant avoided emissions from vehicle testing and operations, significantly reducing the environmental impact of vehicle development.

The VI-grade simulator’s avoided emissions in the context of its application and its use in reducing physical testing programmes. VI-grade’s simulator provides a platform for virtual testing and development of vehicles, reducing the need for physical prototypes and associated emissions from manufacturing and operations.

In 2022, VI-grade’s simulators continued to offer significant avoided emissions. The product’s unique selling proposition continues to be its ability to reduce the environmental impact of vehicle development programmes.

VI-grade's Virtual Simulation: VI-grade’s simulator offers significant avoided emissions from vehicle testing and operations, significantly reducing the environmental impact of vehicle development.

Sustainability

Environmental reporting

At full reduction, one developed vehicle model could avoid up to 14,000 tCO 2 e
Reduced prototypes
Save tyres Save hours Avoided prototypes
35 Avoided operational time 2,200 hrs Tyres avoided 3,500

VI-grade impact	Baseline results	Full potential
Relative emissions (VI-grade = 100%)	1,474	332
Relative emissions	-3,500	-3,000
Net avoided emissions	Prototype operation	Tyres
Emissions (tCO 2 e)
Net avoided emissions

Environmental reporting

At full reduction, one developed vehicle model could avoid up to 14,000 tCO 2 e. Reduced prototypes save tyres, save hours, and avoid prototypes: 35 avoided operational time: 2,200 hrs. Tyres avoided: 3,500.

	0	300	600	900	1,200	1,500
VI-grade impact	Baseline results	Full potential
Relative emissions (VI-grade = 100%)	1,474	332
Relative emissions	-3,500	-3,000	-2,500	-2,000	-1,500	-1,000
Net avoided emissions	Prototype operation	Tyres	Prototype production	VI-grade	1,232	-2,450
Emissions (tCO 2 e)
Net avoided emissions

STRATEGIC REPORT

SUSTAINABILITY

Environmental reporting

The Group is committed to measuring and reporting its environmental impact and our transition towards Net Zero.

Restatement of comparative environmental data

The following environmental data has been restated for all periods to align with our updated scope and reporting methodologies.

Scope 1, 2 and 3 emissions disclosure: Updated our emissions reporting boundary to include all material operations and our transition towards Net Zero.
Scope 3 emissions disclosure: Updated our Scope 3 emissions boundary to include relevant material categories and to reflect more granular data, including the impact of procurement in China.
Restatement of comparative environmental data: Updated Scope 1 emissions figures for 2020 and 2021 to account for revisions to historical fuel consumption data.

Scope 1 emissions

Scope 1 comprises direct emissions from owned or controlled sources, including fuel combustion in company vehicles and from facilities. For 2022, Scope 1 emissions were 5,523.5 tCO 2 e, a 5.8% reduction year-on-year. This reduction is primarily due to an increase in the use of electric vehicles and the transition away from company-owned fuel oil storage tanks at some of our sites.

Scope 2 emissions

Scope 2 comprises indirect emissions from the generation of purchased energy. For 2022, Scope 2 emissions were 17,176.6 tCO 2 e (location-based) and 12,022.5 tCO 2 e (market-based), representing a 7.7% and 27.0% reduction respectively. The reduction in market-based emissions is driven by the increased procurement of renewable electricity across our global operations.

Scope 3 emissions

Scope 3 comprises all other indirect emissions that occur in the value chain of the reporting company. For 2022, Scope 3 emissions were 506,288.9 tCO 2 e, a 10.0% increase year-on-year. The increase is primarily driven by increased emissions from purchased goods and services and the use of sold products. The Group is working to reduce Scope 3 emissions through supplier engagement and product innovation.

Streamlined Energy and Carbon Reporting (‘SECR’)

The Group is required to report under SECR regulations, which mandate the reporting of energy consumption and greenhouse gas emissions for all UK group undertakings. For 2022, total UK energy consumption was 9,942.8 MWh, and total UK Scope 1 and 2 emissions were 2,297.9 tCO 2 e.

Energy saving opportunities

In 2022, we partnered with Schneider Electric to identify and implement energy saving opportunities and efficiency improvements across our global facilities. This partnership has identified potential savings of up to £5m of energy and carbon. We are now focused on implementing these recommendations across our sites, including the upgrade of lighting and HVAC systems, and optimising process energy usage.

Environmental performance summary (absolute)

Indicator	2022	2021	2020
Energy consumption (MWh)	77,194.3	95,229.9	123,205
Energy consumption (MWh per £m revenue)	58.2	73.7	92.2
Greenhouse gas emissions (tonnes CO 2 e)	17,546	31,703	43,111
Total carbon emissions (tonnes CO 2 e per £m revenue)	13.2	24.5	32.3

Note 1: Energy consumption, greenhouse gas emissions and carbon emissions per £m revenue are reported on a like-for-like basis, excluding the impact of acquisitions and disposals.
Note 2: Scope 1 and 2 emissions are reported on a market-based basis.

Energy consumption (like-for-like)

Unit of measurement – MWh	Change	2022	2021	2020
Electricity	(2.0%)	40,147.6	40,965.8	40,621.8
– of which renewable		90.93%	17,479.6	9,154.9
Natural gas	(16.5%)	7,500.4	8,986.0	9,505.0
Fuel oil	0.0%	29.2	29.1	28.4
Steam and other imported energy	(11.0%)	15,419.9	17,318.6	13,801.7
Other fuels	(14.8%)	332.6	390.5	64.4
Vehicle energy	(16.1%)	13,764.7	16,411.8	19,078.6
Total energy	(8.2%)	77,194.3	84,101.9	83,409.4
– of which UK	(13.5%)	9,942.8	11,494.5	12,125.6
Energy Intensity per £m revenue	(10.66%)	58.2	65.1	62.4

Note 3: Like-for-like data excludes the impact of acquisitions and disposals.
Note 4: Scope 1 and 2 emissions are reported on a market-based basis.

Greenhouse gas emissions (tonnes CO 2 e) (like-for-like)

Unit of measurement – tonnes CO 2 e	Change	2022	2021	2020
Scope 1	(5.8%)	5,523.5*	5,988.4*	7,424.8
Scope 2 – Location based	(7.7%)	17,176.6*	18,599.9*	18,556.4
Scope 2 – Market based	(27.0%)	12,022.5*	16,470.9*	18,181.1
Scope 1 & 2 (Location) total	(7.7%)	22,700.1*	24,588.3*	25,981.3
– of which UK	(6.2%)	2,297.9	2,449.2	2,826.6
Scope 1 & 2 (Market) total	(21.9%)	17,546.0*	22,459.3*	25,606.0
– of which UK	3.9%	1,303.6	1,254.4	2,802.2

Note 5: Like-for-like data excludes the impact of acquisitions and disposals.
Note 6: Scope 1 and 2 emissions are reported on a market-based basis.

Scope 3 emissions (like-for-like)

Change	2022	2021	2020
Category 1 – Purchased goods and services	9.16%	213,419.1	195,515.4
Category 2 – Capital goods		Data not available	Data not available
Category 3 – Fuel & energy related activities	(13.3%)	1,834.4*	2,115.1*
Category 4 – Upstream transportation / distribution	(24.7%)	11,822.8*	15,707.1*
Category 5 – Waste	185.3%	292.2	102.4
Category 6 – Business travel	99.2%	4,959.9*	2,490.1*
Category 7 – Employee commuting	(9.2%)	9,924.0	10,930.7
Category 9 – Downstream transportation / distribution		Data not available	Data not available
Category 11 – Use of sold products	13.9%	263,984.7	231,730.3
Category 12 – End-of-life treatment	(6.2%)	51.9	55.3
Total Scope 3	10.0%	506,288.9	458,514.3
Total gross emissions (Market-based)	8.0%	521,449.3	480,973.6
Total (all scopes) carbon emissions per £m revenue	Like-for-like	6.0%	394.6

Note 7: Like-for-like data excludes the impact of acquisitions and disposals.
Note 8: Scope 3 emissions include estimates for categories 1, 3, 4, 5, 6, 7, 11 and 12. The Group continues to develop its methodology for other categories.

Waste data (like-for-like)

	2022	2021	2020
Total waste captured (tonnes)	1,720.9	1,127.4	4,930.7
– of which non-recyclable	616.9	230.3	3,527.3
Waste recycling rate	49.0%	61.0%	25.0%
Waste diversion rate	64.0%	80.0%	28.0%

Note 9: Like-for-like data excludes the impact of acquisitions and disposals.
Note 10: Total waste captured includes all waste generated from UK operations. Further data is being collected for global operations.

Environmental Performance summary (Absolute)

Indicator	2022	2021	2020
Energy consumption (absolute) (MWh)	77,194.3	95,229.9	123,205
Energy consumption (MWh per £m revenue)	58.2	73.7	92.2
Greenhouse gas emissions (tonnes CO 2 e)	17,546.0	31,703.0	43,111.0
Total carbon emissions (tonnes CO 2 e per £m revenue)	13.2	24.5	32.3

Note 1: 2020, 2021 and 2022 data excludes the impact of acquisitions and disposals.
Note 2: Scope 1 and 2 emissions are reported on a market-based basis.

Taskforce on Climate-related Financial Disclosures ‘TCFD’

Governance

Oversight of climate-related risks and opportunities is integrated into the Group’s overall governance framework. The Board of Directors has ultimate responsibility for overseeing the Group’s strategy and risk management, including climate-related risks and opportunities.

The Board’s responsibility for overseeing climate-related risks and opportunities is delegated to the Audit and Risk Committee, which meets quarterly. The Committee reviews the effectiveness of the Group’s risk management processes, including those related to climate change. It also receives regular updates from management on the Group’s progress against its climate-related targets.

Management oversight is provided by the Chief Financial Officer, who is responsible for the Group’s financial reporting and risk management. A dedicated Sustainability team, led by the Head of Sustainability, is responsible for developing and implementing the Group’s sustainability strategy, including its climate change strategy. The Sustainability team works closely with other departments, including Operations, Procurement, and Investor Relations, to ensure that climate-related risks and opportunities are integrated into business decision-making.

Oversight of climate-related risks and opportunities

The Board has established an Audit and Risk Committee, which meets quarterly. The Committee reviews the effectiveness of the Group’s risk management processes, including those related to climate change. It also receives regular updates from management on the Group’s progress against its climate-related targets. Oversight of climate-related risks and opportunities is integrated into the Group’s overall governance framework. The Board of Directors has ultimate responsibility for overseeing the Group’s strategy and risk management, including climate-related risks and opportunities.# Ownership and control

Oversight and independent assurance

Planned activity in 2023

Oversight

Board level
Executive level
Management level

Board

Spectris plc Annual Report and Accounts 2022 52
Sustainability: TCFD
Strategy
Key activity during 2022
Strategy
Oversight
Oversight
Management
Management
Remuneration
Sustainability
TCFD
Strategy

Audit and Risk Committee

The Audit and Risk Committee is responsible for overseeing the financial reporting and internal control systems of the Group and for reviewing the Group’s risk management processes. It also reviews the adequacy of the Group’s internal audit function and ensures that the Group complies with all relevant legal and regulatory requirements.
The Audit and Risk Committee has oversight of the Group’s environmental, social and governance (“ESG”) performance, including climate-related matters. It receives regular updates from management on the Group’s progress in implementing its sustainability strategy and on its performance against key ESG metrics. The Committee also reviews the Group’s external reporting on ESG matters, including its TCFD disclosures.

Executive Committee

The Executive Committee is responsible for the day-to-day management of the Group and for implementing the Group’s strategy. The Committee meets regularly to review the Group’s performance, to consider any significant strategic or operational matters, and to approve any material transactions or commitments.
The Executive Committee has oversight of the Group’s sustainability strategy and its implementation. It receives regular updates from management on the Group’s progress in achieving its sustainability targets and on its performance against key sustainability metrics. The Committee also approves the Group’s sustainability reporting, including its TCFD disclosures.

Remuneration Committee

The Remuneration Committee is responsible for determining the remuneration of the Group’s executive directors and senior management. It also reviews the Group’s remuneration policies and practices to ensure that they are competitive and that they align with the Group’s strategic objectives.
The Remuneration Committee has oversight of the Group’s remuneration policies and practices, including those related to sustainability performance. It reviews the alignment of executive remuneration with the Group’s sustainability targets and ensures that the Group’s remuneration practices are fair and equitable.

Executive Risk Committee

The Executive Risk Committee is responsible for overseeing the Group’s risk management framework and for identifying and assessing the Group’s key risks. It also reviews the effectiveness of the Group’s risk mitigation strategies and ensures that the Group has adequate risk management systems in place.
The Executive Risk Committee has oversight of the Group’s climate-related risks and opportunities. It reviews the adequacy of the Group’s climate risk assessment and management processes and ensures that the Group has appropriate risk mitigation strategies in place to address climate-related risks.

Business Risk Committees

Business Risk Committees are established within each business unit to identify and assess the specific risks faced by that business unit. They also develop and implement risk mitigation strategies to manage these risks.
Business Risk Committees play a key role in identifying and assessing climate-related risks and opportunities at the business unit level. They contribute to the development of business-specific climate risk mitigation strategies and ensure that these strategies are integrated into the overall business planning process.

Sustainability Steering Group

The Sustainability Steering Group is responsible for developing and implementing the Group’s sustainability strategy. It also monitors the Group’s sustainability performance and reports to the Board on progress towards its sustainability targets.
The Sustainability Steering Group oversees the Group’s TCFD disclosures and ensures that they are accurate and comprehensive. It also coordinates the Group’s efforts to identify and address climate-related risks and opportunities.

Key

| Location | Site Type | Key Issues/Activities/Impacts

The Company

The company was incorporated in Delaware in 1988. We are a global technology company that designs, manufactures, and sells precision instruments and controls. Our products are used in a wide range of industries, including healthcare, life sciences, industrial, and electronics.

Business Overview

Our business is organized into four segments: Healthcare, Life Sciences, Industrial, and Electronics. Each segment offers a unique set of products and services that address the specific needs of our customers in those industries.

Healthcare

Our Healthcare segment provides a range of diagnostic and therapeutic instruments, as well as related consumables and services. We serve hospitals, clinics, and other healthcare providers worldwide. Our products help to improve patient outcomes, reduce healthcare costs, and enhance the efficiency of healthcare delivery.

Our Life Sciences segment offers a broad portfolio of products and services for the research and development of new drugs and therapies. We serve pharmaceutical and biotechnology companies, as well as academic and government research institutions. Our products enable researchers to accelerate their discoveries and to bring new treatments to market more quickly.

Industrial

Our Industrial segment provides a variety of instruments and controls for a wide range of industrial applications. We serve manufacturers in industries such as automotive, aerospace, and semiconductors. Our products help to improve product quality, increase manufacturing efficiency, and reduce operational costs.

Electronics

Our Electronics segment offers a comprehensive suite of products and services for the design, development, and manufacturing of electronic devices. We serve manufacturers in the consumer electronics, telecommunications, and computing industries. Our products enable our customers to develop and produce innovative electronic products that meet the demands of today's connected world.

Financial Information

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year Ended December 31, 2022 Compared to Year Ended December 31, 2021

Revenue for the year ended December 31, 2022, was $3,578.7 million, an increase of $378.4 million, or 11.8%, compared to $3,190.3 million for the year ended December 31, 2021. The increase in revenue was primarily driven by the strong performance of our Healthcare and Life Sciences segments, which benefited from increased demand for our diagnostic and therapeutic instruments, as well as our research and development products.

Cost of revenue for the year ended December 31, 2022, was $1,710.2 million, an increase of $120.3 million, or 7.6%, compared to $1,589.9 million for the year ended December 31, 2021. The increase in cost of revenue was primarily due to higher sales volumes and increased raw material costs.

Gross profit for the year ended December 31, 2022, was $1,868.5 million, an increase of $258.1 million, or 15.9%, compared to $1,600.4 million for the year ended December 31, 2021. Gross profit margin increased to 52.2% in 2022 from 50.2% in 2021, reflecting the favorable impact of higher sales volumes and improved pricing.

Operating expenses for the year ended December 31, 2022, were $1,111.3 million, an increase of $105.6 million, or 10.5%, compared to $1,005.7 million for the year ended December 31, 2021. The increase in operating expenses was primarily due to higher research and development spending, as well as increased marketing and sales expenses.

Research and development expenses for the year ended December 31, 2022, were $450.1 million, an increase of $50.2 million, or 12.5%, compared to $400.0 million for the year ended December 31, 2021. The increase in R&D expenses reflects our continued investment in developing new products and technologies.

Selling, general, and administrative expenses for the year ended December 31, 2022, were $661.2 million, an increase of $55.4 million, or 9.2%, compared to $605.8 million for the year ended December 31, 2021. The increase in SG&A expenses was primarily due to higher personnel costs and increased marketing and advertising expenditures.

Operating income for the year ended December 31, 2022, was $757.2 million, an increase of $152.5 million, or 25.2%, compared to $604.7 million for the year ended December 31, 2021. Operating margin increased to 21.2% in 2022 from 18.9% in 2021, reflecting the strong revenue growth and improved gross profit margin.

Interest expense for the year ended December 31, 2022, was $50.5 million, an increase of $5.3 million, or 11.7%, compared to $45.2 million for the year ended December 31, 2021. The increase in interest expense was primarily due to higher average outstanding debt balances.

Other income (expense), net, for the year ended December 31, 2022, was $10.2 million, compared to $5.8 million for the year ended December 31, 2021. The change was primarily due to higher foreign currency translation gains.

Income before income taxes for the year ended December 31, 2022, was $716.9 million, an increase of $157.4 million, or 28.2%, compared to $559.5 million for the year ended December 31, 2021.

Income tax expense for the year ended December 31, 2022, was $140.0 million, compared to $110.0 million for the year ended December 31, 2021. The effective tax rate was 19.5% in 2022 and 19.7% in 2021.

Net income for the year ended December 31, 2022, was $576.9 million, an increase of $127.4 million, or 28.2%, compared to $449.5 million for the year ended December 31, 2021.

Earnings per share for the year ended December 31, 2022, were $4.25, an increase of $0.95, or 28.9%, compared to $3.30 for the year ended December 31, 2021.

Year Ended December 31, 2021 Compared to Year Ended December 31, 2020

Revenue for the year ended December 31, 2021, was $3,190.3 million, an increase of $446.8 million, or 16.3%, compared to $2,743.5 million for the year ended December 31, 2020. The increase in revenue was primarily driven by the strong performance of our Healthcare and Life Sciences segments, which benefited from increased demand for our diagnostic and therapeutic instruments, as well as our research and development products.

Cost of revenue for the year ended December 31, 2021, was $1,589.9 million, an increase of $172.0 million, or 12.1%, compared to $1,417.9 million for the year ended December 31, 2020. The increase in cost of revenue was primarily due to higher sales volumes and increased raw material costs.

Gross profit for the year ended December 31, 2021, was $1,600.4 million, an increase of $274.8 million, or 20.7%, compared to $1,325.6 million for the year ended December 31, 2020. Gross profit margin increased to 50.2% in 2021 from 48.3% in 2020, reflecting the favorable impact of higher sales volumes and improved pricing.

Operating expenses for the year ended December 31, 2021, were $1,005.7 million, an increase of $62.1 million, or 6.6%, compared to $943.6 million for the year ended December 31, 2020. The increase in operating expenses was primarily due to higher research and development spending, as well as increased marketing and sales expenses.

Research and development expenses for the year ended December 31, 2021, were $400.0 million, an increase of $40.0 million, or 11.1%, compared to $360.0 million for the year ended December 31, 2020. The increase in R&D expenses reflects our continued investment in developing new products and technologies.

Selling, general, and administrative expenses for the year ended December 31, 2021, were $605.8 million, an increase of $22.1 million, or 3.8%, compared to $583.7 million for the year ended December 31, 2020. The increase in SG&A expenses was primarily due to higher personnel costs and increased marketing and advertising expenditures.

Operating income for the year ended December 31, 2021, was $604.7 million, an increase of $212.7 million, or 54.4%, compared to $392.0 million for the year ended December 31, 2020. Operating margin increased to 18.9% in 2021 from 14.3% in 2020, reflecting the strong revenue growth and improved gross profit margin.

Interest expense for the year ended December 31, 2021, was $45.2 million, a decrease of $4.8 million, or 9.6%, compared to $50.0 million for the year ended December 31, 2020. The decrease in interest expense was primarily due to lower average outstanding debt balances.

Other income (expense), net, for the year ended December 31, 2021, was $5.8 million, compared to $10.5 million for the year ended December 31, 2020. The change was primarily due to lower foreign currency translation gains.

Income before income taxes for the year ended December 31, 2021, was $559.5 million, an increase of $207.6 million, or 59.0%, compared to $351.9 million for the year ended December 31, 2020.

Income tax expense for the year ended December 31, 2021, was $110.0 million, compared to $70.0 million for the year ended December 31, 2020. The effective tax rate was 19.7% in 2021 and 19.9% in 2020.

Net income for the year ended December 31, 2021, was $449.5 million, an increase of $137.6 million, or 43.9%, compared to $311.9 million for the year ended December 31, 2020.

Earnings per share for the year ended December 31, 2021, were $3.30, an increase of $1.01, or 43.9%, compared to $2.29 for the year ended December 31, 2020.

Consolidated Balance Sheets

As of December 31,	2022	2021
Assets
Current assets:
Cash and cash equivalents	$525.3	$610.4
Accounts receivable, net	$750.2	$680.1
Inventories	$450.5	$400.3
Other current assets	$125.1	$110.8
Total current assets	$1,851.1	$1,801.6
Property, plant and equipment, net	$980.4	$950.2
Goodwill	$650.8	$650.8
Intangible assets, net	$320.5	$300.5
Other non-current assets	$210.3	$190.3
Total assets	$4,013.1	$3,893.4
Liabilities and equity
Current liabilities:
Accounts payable	$480.3	$450.2
Accrued expenses	$300.5	$280.3
Debt due within one year	$100.0	$150.0
Other current liabilities	$200.2	$180.1
Total current liabilities	$1,081.0	$1,060.6
Long-term debt	$800.5	$700.5
Other non-current liabilities	$220.1	$200.1
Total liabilities	$2,101.6	$1,961.2
Equity
Common stock	$1.0	$1.0
Additional paid-in capital	$1,000.0	$1,000.0
Retained earnings	$900.5	$900.5
Accumulated other comprehensive income	$11.0	$30.7
Total equity	$1,912.5	$1,932.2
Total liabilities and equity	$4,014.1	$3,893.4

Consolidated Statements of Cash Flows

For the year ended December 31,	2022	2021
Cash flows from operating activities:
Net income	$576.9	$449.5
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	$150.2	$140.1
Stock-based compensation	$30.5	$25.3
Changes in operating assets and liabilities:
Accounts receivable	$(70.1)$	$(60.1)$
Inventories	$(50.2)$	$(40.2)$
Accounts payable	$30.1	$20.1
Accrued expenses	$20.2	$10.1
Other adjustments	$5.3	$2.8
Net cash provided by operating activities	$662.9	$547.6
Cash flows from investing activities:
Purchases of property, plant and equipment	$(200.5)$	$(180.2)$
Acquisitions of businesses, net of cash acquired	$(100.0)$	$(50.0)$
Proceeds from sale of assets	$10.0	$5.0
Net cash used in investing activities	$(290.5)$	$(225.2)$
Cash flows from financing activities:
Proceeds from issuance of debt	$100.0	$200.0
Repayments of debt	$(50.0)$	$(100.0)$
Dividends paid	$(30.0)$	$(25.0)$
Repurchases of common stock	$(50.0)$	$(20.0)$
Net cash provided by (used in) financing activities	$(30.0)$	$55.0
Net increase (decrease) in cash and cash equivalents	$(57.6)$	$377.4
Cash and cash equivalents at beginning of year	$610.4$	$233.0$
Cash and cash equivalents at end of year	$552.8$	$610.4$

Liquidity and Capital Resources

Our primary sources of liquidity are cash generated from operations, existing cash balances, and our revolving credit facility. We believe that these sources will be sufficient to meet our short-term and long-term liquidity needs, including funding working capital, capital expenditures, debt service obligations, and potential acquisitions.

As of December 31, 2022, we had cash and cash equivalents of $525.3 million. We also had a $1,000 million revolving credit facility, of which $0 million was drawn down and available for use.

Our capital expenditures for the year ended December 31, 2022, were $200.5 million, primarily for investments in new product development and expansion of our manufacturing capacity.

We are committed to maintaining a strong balance sheet and a conservative capital structure. We regularly review our capital allocation strategy to ensure that we are making optimal use of our financial resources to create long-term value for our shareholders.

Contractual Obligations

The following table summarizes our significant contractual obligations as of December 31, 2022:

Obligation Type	Total	Due 2023	Due 2024-2025	Due 2026-2027	Thereafter
Long-term debt	$800.5	$100.0	$300.5	$400.0	$0.0
Operating leases	$150.2	$30.5	$60.2	$40.1	$19.4
Purchase obligations	$100.0	$50.0	$30.0	$20.0	$0.0
Total contractual obligations	$1,050.7	$180.5	$390.7	$460.1	$19.4

Critical Accounting Policies and Estimates

We have identified the following critical accounting policies and estimates that we believe are important to the understanding of our financial position and results of operations.

Revenue Recognition

We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted-average method. We regularly review our inventory for obsolescence and write down obsolete inventory to its net realizable value.

Goodwill and Intangible Assets

Goodwill and intangible assets with indefinite useful lives are tested for impairment at least annually. Intangible assets with finite useful lives are amortized over their estimated useful lives. We assess impairment by comparing the carrying amount of the asset to its fair value.

Stock-based Compensation

We account for stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. Stock options and other stock-based awards are generally granted with an exercise price equal to the fair value of the underlying common stock on the date of grant.

Income Taxes

We recognize deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our consolidated financial statements or tax returns. We assess the recoverability of deferred tax assets based on our projections of future taxable income.

Sustainability

TCFD

The Task Force on Climate-related Financial Disclosures (TCFD) framework aims to help organizations disclose climate-related risks and opportunities in a consistent and comparable manner. We are committed to implementing the TCFD recommendations and have made significant progress in our TCFD reporting.

Governance

The Board of Directors, through its Audit and Risk Committee, has ultimate oversight of the Group’s climate-related risks and opportunities. Management is responsible for implementing the Group’s sustainability strategy and for reporting on its progress to the Board.

Strategy

Our sustainability strategy is integrated into our overall business strategy. We aim to reduce our environmental footprint, promote sustainable resource management, and contribute to a low-carbon economy. Our strategy also includes adapting to the physical and transitional risks and opportunities associated with climate change.

Risk management

Our risk management framework includes the identification and assessment of climate-related risks and opportunities. We use various tools and methodologies to assess the potential impact of climate change on our business, including scenario analysis and stress testing.

Metrics and targets

We have established key performance indicators (KPIs) to measure our progress in achieving our sustainability targets. These KPIs include greenhouse gas emissions reduction, water consumption, and waste generation. We also report on our climate-related metrics in accordance with the TCFD recommendations.

Ownership and control

Oversight and independent assurance

| Location | Site Type | Key Issues/Activities/Impacts # Strategic Report

Sustainability: TCFD

Climate-related risks and opportunities

Spectris has implemented initiatives to support our Net Zero roadmap to 2030 onwards with a focus on the transition to a low-carbon economy.

Policy and Legal

Policy and Legal	TCFD Disclosure
Regulatory compliance and reporting	We will continue to assess the overall impact of climate change, including physical and transition risks, and the evolving regulatory landscape.

Transition

Risks and Opportunities

Risks and Opportunities	Description
Transition Risks
Policy and Legal	Regulatory compliance and reporting
Market and Economic	Market and Economic
Technology	Technology
Reputation	Reputation
Opportunities	Opportunities

Policy and Legal

Carbon pricing: We have been impacted by carbon pricing mechanisms in the past and anticipate this will continue and intensify as countries act to meet their climate targets.
Mandatory energy efficiency standards: We have taken steps to reduce our energy consumption in our facilities and supply chain and aim to continue to do so.
Climate-related policy and regulatory frameworks: We have assessed the regulatory landscape and the potential for increased policy focus on climate change and its implications for our business.
Legislation and policies to reduce GHG emissions: We are committed to reducing our greenhouse gas emissions and have a number of initiatives underway to support this.

Market and Economic

Substitution of existing products and services with lower-emission options: We are actively developing and offering products and services that support our customers in reducing their own emissions.
Uncertainty in energy costs: We continue to assess the overall impact of climate-related volatility on energy costs and our business.
Investor sentiment and stakeholder pressure: We are engaging with our investors and stakeholders on our climate strategy and performance.
Increased operating costs due to physical climate impacts: We are assessing the potential for physical climate impacts to disrupt our operations and supply chains.

Technology

Uncertainty in how technological innovation will impact demand: We are investing in R&D to develop new technologies and solutions that will enable our customers to reduce their emissions and embrace a low-carbon future.
Opportunities to develop new products and services: We are leveraging our expertise in precision measurement and control to develop innovative solutions that address the challenges of climate change and the transition to a low-carbon economy.
Costs of transitioning to lower-emission technology: We are assessing the costs and benefits of transitioning to lower-emission technologies within our own operations.

Reputation

Growing customer demand for sustainable products and services: We are committed to providing our customers with sustainable solutions that meet their needs and help them achieve their own sustainability goals.
Negative stakeholder feedback on climate-related issues: We are actively engaging with our stakeholders to communicate our climate strategy and progress and to address any concerns they may have.

Opportunities

Low-carbon energy sources: We are exploring opportunities to increase our use of low-carbon energy sources in our operations.
Climate-resilient infrastructure: We are assessing the need for climate-resilient infrastructure to support our operations.
Products and services that help customers reduce emissions: We are focused on developing and delivering products and services that enable our customers to reduce their environmental impact.

Resilience and Risk Management

Spectris has implemented a robust risk management framework to identify, assess, and manage climate-related risks and opportunities. Our approach to resilience focuses on ensuring business continuity and adaptability in the face of climate change.

We have identified that the scale and pace of climate action by governments will influence our ability to navigate climate-related risks. Our risk management processes are designed to be dynamic and to adapt to evolving external conditions.

We have assessed the impact of climate change on our business across various scenarios and time horizons. Our board has oversight of climate-related risks and opportunities, and we have established processes for identifying and assessing the most significant risks.

The potential for physical climate impacts to affect our operations and supply chains is a key area of focus. We are implementing measures to enhance the resilience of our facilities and our supply chain.

We are also assessing the financial implications of climate change, including potential impacts on our revenue, costs, and assets. Our scenario analysis includes a range of plausible future climate outcomes.

We are committed to transparency and will continue to enhance our disclosures on climate-related risks and opportunities.

Metrics and Targets

Metric	Target
Scope 1 & 2 GHG Emissions	We have set a target to reduce absolute Scope 1 and 2 GHG emissions by 30% by 2030 from a 2022 baseline.
Scope 3 GHG Emissions	We are working to improve our data collection and reporting for Scope 3 emissions, with a focus on key categories relevant to our value chain.
Renewable Energy	We aim to source 50% of our electricity from renewable sources by 2025 and 100% by 2030.
Water Usage	We aim to reduce absolute water withdrawal in water-stressed regions by 10% by 2025.
Waste Reduction	We aim to reduce absolute waste generated by 15% by 2025.

We have disclosed our annual emissions for Scope 1, 2, and key Scope 3 categories. We will continue to expand our GHG emissions disclosure to cover more Scope 3 categories as data becomes available.

We are committed to achieving Net Zero by 2050 and will continue to develop and implement strategies to reduce our emissions across our value chain.

Key:

GHG: Greenhouse Gas
TCFD: Task Force on Climate-related Financial Disclosures
SBTi: Science Based Targets initiative
SBT: Science Based Target

Spectris plc Annual Report and Accounts 2022 57# Measurement  

Our Progress

Electricity

  
 
 

Emissions (MWh per £m revenue)

  (revenue)
  

  

Waste (tonnes)



 
 

Supply chain (tonnes CO 2 e)

Reduce Scope 3 procurement 


  
   

Freight (tonnes CO 2 e)


 
 
  emissions in 2022.

Capital deployment


Commitment to spend at least £3 million per annum to deliver 
  
   

Revenue aligned to Net Zero

Commitment to spend at least £3 million per annum to deliver

Revenues from products or services that support the  
   
 

Remuneration

Reduction in Scope 1 and 2 emissions

 reduction in Scope 1 and 2 emissions
 structures with our Net Zero 
  
   

Sustainability: TCFD Metrics and Targets

Planned	Achieved	Outstanding
54.56%	8.97%	36.47%

Spectris plc Annual Report and Accounts 2022 58


 Rebecca Dunn



Reporting requirement

Some of our relevant policies and standards

Page reference
46, 72, 73, 81
18 – 19, 44, 72 – 73
46
16 – 17
50 – 51
50
52 – 58
21
44
75
43 and 71
44
47
37
38
46
37
21 and 47
34 – 35
36 – 38
52 – 58
39
45
45
60

Reporting requirement	Policy/Standard
Anti-bribery and corruption	Code of Business Ethics
	Ethics and values standards
Culture, integrity and commitment to our values	Speak Up and Spectris helpline
Ethical leadership	Principal risk – ‘Compliance’
Business model	Our business model
Environmental matters	Environmental policy
	Environmental management
	ISO 14001
Energy performance	Streamlined Energy and Carbon disclosures
	GRI
Employees	Code of Business Ethics
Health and Safety	Health and Safety policy
	Board diversity
	OHSAS 18001
	Employee engagement and Workforce Engagement Director
	Gender pay
	SA 8000
	Social Accountability
	Health, safety and wellbeing at work
	KPI – Accident incidence rate
Principal risks: – ‘Compliance’
– ‘Talent and capabilities’
Human rights	Human Rights policy
Legal and regulatory compliance	Code of Business Ethics
Principal risk – ‘Compliance’
	GRI
Total recordable incidence rate
Managing our principal risks	Risk Management
	Principal Risks and Uncertainties
	GRI Environmental, Social and Governance
Viability Statement
Social matters	Community involvement
	GRI Community, governance and social practices

GRI, KPIs, and ESG

Spectris plc Annual Report and Accounts 2022 59

Origional colour way Spectris Foundation

QUALITY STEM EDUCATION

    foundation supports charities and communities which are of importance to 
  
  productive world. Rebecca Levy


Improving access to UN Sustainable development Goals (SDGs)

 

Read our impact report online


Total number of small grants given	Total impact
30	80%

Total agreed funding
£598,858	20%

Split in funding
1	2

Spectris plc Annual Report and Accounts 2022 60

Sustainability: Spectris Foundation

Case study India STEM Foundation

        transformed an unused room into    the students have completed an   learnt to use a potentiometer.    complete an assessment in the   

Case study Expedition STEM

   not respond to traditional classroom      adventure.
       adventurer, shares her stories  with students. Another current project, involves  has supported their annual STEM       adventure.

Total funding agreed	Total number of 	Total number of students reached
£485,358	21,926	21,698

Number of volunteering hours	Total number of educators supported	Total amount donated
340	228	£113,500

Total number of small grants donated	Small grant recipient locations
30	• China • North America •  • Brazil •  • 

STEM grants

  STEM education.

Case study Saint Francis Hospice – Organic Garden Project

   support, end of life care and emotional  
     receives allows them to pass in peace and 
   
    # STRATEGIC REPORT

Chairman’s introduction

Continuing our strategic progress

As outlined in my letter on pages 4 and 5, macro-economic events have created new challenges for the Group in 2022. My role, and that of the Board, has been to successfully guide our way through these varied challenges, ensuring our continued strategic progress and the maintenance of focus on long-term value creation in support of all our stakeholders.

My other core duties to oversee the Group’s financial and non-financial performance, our strategy, our risk management and our stakeholder engagement are set out in the section that follows outlines our key activity during 2022.

Board activity

The Board’s primary duty is to oversee the continued delivery of the Group’s strategic objectives and the development of the Group’s Strategy for Sustainable Growth. Ahead of the Group’s Capital Markets Day in October, the Board undertook a deep dive review of the refreshed strategy with the Executive Committee. We were pleased to endorse the strategy, which builds on the Group’s previous investments in our chosen markets and will further build long-term sustainable value for all stakeholders.

I have appreciated the opportunity to visit both the HBK site in Darmstadt, Germany and the Malvern Panalytical site in Malvern, UK, meeting directly with employees to see how they are working to support our customers and to better appreciate their perspective on the Group’s purpose and strategy. During the year, the Board and I have also valued several direct interactions with customers, including a visit to one of our customers in the semiconductor industry. These interactions are supporting considered and well-rounded discussions at the Board to promote our long-term sustainable success. A summary of Board discussions and key stakeholder considerations during the year are set out in the s.172(1) statement is available on page 5 and further information can be found on pages 68 and 69.

Committee focus

The Board delegates its work to its Committees, with the following notable highlights during the year:

The Remuneration Committee’s work on the Group’s executive remuneration structure, which aligns our executive remuneration structure with the Group’s Strategy for Sustainable Growth, received endorsement from shareholders with over 95% of votes in favour of its approval in December 2022;
The Audit and Risk Committee oversaw the work being carried out by management in respect of the development of the Group’s internal control framework in response to expected changes in the requirements for UK Premium Listed Companies; and
The Nomination Committee focused on succession planning for the Board and its support of the development of the talent pipeline for Executive and senior management.

I would also like to particularly recognise the work undertaken by Kjersti Wiklund, as our Workforce Engagement Director during the year in visiting sites and meeting with employee representatives outside of Board meetings. The Board and I found the additional insight brought by Kjersti to be very helpful to our discussions.

Overseeing the development of the Group’s culture

The Board has taken a keen interest in the development of the Group’s employee engagement activity and the initial impact of the refreshed employee engagement survey results. Beyond this, the Board has focused on ensuring that the health and wellbeing of our employees at the centre of our decision making and the Board was pleased to approve new Group-wide policies on health and safety and mental health.

The Board has considered the actions proposed by management will lead to the meaningful development of the Group’s culture of inclusion and belonging. Alongside this work, the Board has also refreshed its own diversity policy and we have set a target of 40% representation of women on the Board by 2025.

2023 Annual General Meeting (AGM)

In order to give all shareholders the opportunity to participate in the 2023 AGM and to encourage Directors and employees, we have held a hybrid AGM. Our preference has always been to welcome shareholders in person and, for 2023, we will hold a physical meeting at Melbourne Park, 10 Old Beach Road, Melbourne, VIC 3004, Australia on Thursday 4 May 2023 at 2:00 PM AEST. We did consider the merits of holding a hybrid event again this year but given the extremely low attendance online, we believe that shareholders value the personal interaction of a face-to-face meeting. All current Directors will be standing for re-election at the 2023 AGM, and we look forward to the continued support from our shareholders.

“Our direct stakeholder interactions during the year have supported considered and well-rounded discussions at the Board to promote our long-term sustainable success.”

Mark Williamson
Chairman

Spectris plc	Overall	Remuneration Report	2022
62	Chairman’s introduction continued

I welcome the opportunity to meet with our shareholders and remind all stakeholders that the Board and I are available throughout the year to answer questions or engage on topics of interest to you. You can contact us via the Company Secretary and I would also encourage you to join us for our webcasts at www.spectris.com

Conclusion

We hope that this report helpful in understanding our approach to governance and how we have applied the principles of the UK Corporate Governance Code. We believe that our organisational structure and governance framework enables our businesses to operate effectively and with the agility to continue to deliver value beyond measure for all our stakeholders.

The Board and I remain committed to engaging with shareholders and welcome your comments on this Corporate Governance Report and our Overall Remuneration Report.

Mark Williamson
Chairman

UK Corporate Governance Code

The 2018 UK Corporate Governance Code (the Code) published by the Financial Reporting Council (FRC) applies to Spectris plc. The Code is available on the FRC’s website, www.frc.org.uk.

This table shows where shareholders can evaluate how the Company has applied the principles of the Code and where key content can be found in this report.

Code Principle	Chairman’s introduction to the Corporate Governance Report	Providing oversight of culture	Board engagement with stakeholders	Section 172 statement	Oversight of strategy	Assessing opportunities	Assessing risks and viability	Measurement of strategy	Division of responsibilities	Board committees	Board attendance	Composition, succession and evaluation	Board biographies	Board evaluation	Nomination Committee report	Audit, risk and internal control	Audit and Risk Committee report	Principal risks and risk appetite	Monitoring of emerging risks	Remuneration	Letter from the Chairman of the Remuneration Committee	Overview of Remuneration Policy	2022 Implementation report
Board leadership and Company purpose	62 – 63	72 – 73	62, 68 – 69	5 and 68 – 69	67	67	67 and 80 – 82	67, 68 and 69	66	66	66	64 – 65	64 – 65	70	74 – 75	77 – 83	77 – 83	34 – 35 and 80 – 82	80 – 82	84 – 85	84 – 85	85 – 86	88 – 104

Corporate Governance Code statement of compliance

As a UK premium listed Company, Spectris plc is expected to comply or explain any non-compliance with the Code. The Code sets out principles and provisions that apply to companies listed on the London Stock Exchange.

Provision no.	Extract from the Code	Explanation
38	The report of the remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration committee remuneration 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### Board and Executive Committee

Committee	Nomination Committee	Remuneration Committee	AGM	GM
Ravi Gopinath	7/8	1	4/5	2
Derek Harding	8/8	5/5	n/a	n/a
Andrew Heath	8/8	5/5	n/a	n/a
Alison Henwood	8/8	5/5	3/3	3/3
Ulf Quellmann	8/8	5/5	3/3	3/3
Bill Seeger	8/8	5/5	3/3	3/3
Cathy Turner	8/8	5/5	n/a	3/3
Kjersti Wiklund	8/8	5/5	3/3	3/3
Mark Williamson	8/8	5/5	n/a	3/3

The Board met on the following occasions during the year: Audit and Risk Committee, Nomination Committee, Remuneration Committee, AGM, GM.

The Audit and Risk Committee met on 3 occasions and the Nomination Committee met on 3 occasions during the year. The Remuneration Committee met on 3 occasions during the year. The Audit and Risk Committee met on 3 occasions. The Nomination Committee met on 3 occasions. The Remuneration Committee met on 4 occasions during the year.

The Audit and Risk Committee met on 3 occasions and the Nomination Committee met on 3 occasions during the year. The Remuneration Committee met on 4 occasions during the year.

Board and Executive Committee

Topic	2022 Activities	Stakeholders considered	Strategy
M&A	• The Board approved the divestment of Omega and the acquisition of Dytran, Creoptix and MB Connect. • The Board considered the impact of the divestment of Omega on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners.	People • Customers • Shareholders • Suppliers and partners	• The Board approved the divestment of Omega and the acquisition of Dytran, Creoptix and MB Connect. • The Board considered the impact of the divestment of Omega on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners. • The Board considered the impact of the acquisition of Dytran, Creoptix and MB Connect on employees, customers, shareholders, and suppliers and partners.
Operations and risk	• The Board considered the Group’s performance against budget. • The Board considered the Group’s risk management framework. • The Board considered the Group’s cyber security arrangements. • The Board considered the Group’s environmental policies. • The Board considered the Group’s health and safety arrangements.	People • Customers • Shareholders	• The Board considered the Group’s performance against budget. • The Board considered the Group’s risk management framework. • The Board considered the Group’s cyber security arrangements. • The Board considered the Group’s environmental policies. • The Board considered the Group’s health and safety arrangements.
Leadership and people	• The Board considered the Group’s succession plans. • The Board considered the Group’s talent management strategy. • The Board considered the Group’s diversity and inclusion strategy. • The Board considered the Group’s employee engagement initiatives. • The Board considered the Group’s remuneration policy. • The Board considered the Group’s employee wellbeing initiatives.	People • Shareholders	• The Board considered the Group’s succession plans. • The Board considered the Group’s talent management strategy. • The Board considered the Group’s diversity and inclusion strategy. • The Board considered the Group’s employee engagement initiatives. • The Board considered the Group’s remuneration policy. • The Board considered the Group’s employee wellbeing initiatives.
Finance	• The Board considered the Group’s financial performance. • The Board considered the Group’s capital allocation strategy. • The Board considered the Group’s dividend policy. • The Board considered the Group’s share buyback programme.	Shareholders • Community • Suppliers and partners	• The Board considered the Group’s financial performance. • The Board considered the Group’s capital allocation strategy. • The Board considered the Group’s dividend policy. • The Board considered the Group’s share buyback programme.
Governance and ethics	• The Board considered the Group’s governance framework. • The Board considered the Group’s ethical policies. • The Board considered the Group’s data privacy policies. • The Board considered the Group’s anti-bribery and corruption policies.	People • Shareholders • Community • Suppliers and partners	• The Board considered the Group’s governance framework. • The Board considered the Group’s ethical policies. • The Board considered the Group’s data privacy policies. • The Board considered the Group’s anti-bribery and corruption policies.

Spectris plc Board and Executive Committee 66

Section 172

People
The Board is committed to operating in an open and ethical manner, and to ensuring that the Group is a sustainable business that benefits its employees, customers, shareholders, suppliers and partners.

Community
The Board is committed to ensuring that the Group operates in a way that benefits the communities in which it operates. This includes supporting local initiatives and ensuring that our business practices are sustainable and responsible.

Customers
The Board is committed to ensuring that our customers receive high-quality products and services. This includes ensuring that our business practices and customer service are of the highest standard.

Shareholders
The Board is committed to ensuring that the Group is a sustainable business that delivers long-term value to its shareholders.

Suppliers and partners
The Board is committed to ensuring that our suppliers and partners are treated fairly and that our relationships with them are mutually beneficial.

Supporting our Section 172(1) statement

Building on our understanding
The Board has a strong understanding of the Group’s stakeholders and their interests. This understanding is built on:
* regular engagement with key stakeholders;
* feedback from the chairman of the Board;
* regular and detailed feedback from the executive management team;
* stakeholder engagement surveys;
* feedback from the chairman of the Audit and Risk Committee;
* feedback from employees, customers, suppliers and partners; and
* stakeholder engagement at Board meetings.

Considering stakeholders in our meetings and principal decisions

Divestment of Omega
The Board considered the interests of all stakeholders when making the decision to divest Omega. In particular, the Board considered the impact on customers, employees, shareholders and the communities in which Omega operated. Management was advised that the divestment was in the best interests of the Group and its stakeholders. When considering the divestment of Omega, the Board noted that this would result in a number of redundancies. The Board also considered the impact of the divestment on the Group’s supply chain and on its customers. The Board concluded that the divestment was in the best interests of the Group, and that the necessary steps would be taken to mitigate any negative impacts on stakeholders.

Acquisition of Dytran, Creoptix and MB Connect
The Board considered the interests of all stakeholders when making the decision to acquire Dytran, Creoptix and MB Connect. In particular, the Board considered the impact on employees, customers, shareholders and suppliers and partners. The Board considered the Group’s strategy to make synergistic acquisitions to enhance its market position and profitability. The acquisition processes and following each acquisition supported the Group’s strategy and ensured that stakeholder interests were taken into account. The Board considered the interests of all stakeholders when making the decision to acquire Dytran, Creoptix and MB Connect. In particular, the Board considered the impact on employees, customers, shareholders and suppliers and partners. The Board considered the Group’s strategy to make synergistic acquisitions to enhance its market position and profitability.

Supporting employees with the cost of living
In 2022, the Board considered the impact of the cost of living on employees and the need to support employees with the cost of living crisis. A number of measures were introduced by management to mitigate the impact on employees and support them during this challenging period. Further details are set out in the Remuneration Report in section 8.

Customer engagement
```# Section 172 continued

Directors' Engagement with Stakeholders

The Board of Directors of Spectris plc (the "Company") is responsible for discharging their duties effectively in accordance with section 172 of the Companies Act 2006. This involves considering the interests of key stakeholders, including employees, customers, suppliers, the community, and the environment, as well as the long-term success of the Company. The Board ensures that its decisions are informed by the views of these stakeholders and that their interests are taken into account.

Understanding our stakeholders and what matters most to them

The Board of Directors has a clear understanding of the Company's stakeholders and what matters most to them. This understanding is achieved through various channels, including direct engagement, feedback mechanisms, and a thorough review of relevant information. The Company's aim is to foster strong relationships with its stakeholders and to ensure that their perspectives are considered in strategic decision-making.

Understanding our stakeholders and what matters most to them

The Board of Directors of Spectris plc engages with its stakeholders to understand their concerns and priorities. This engagement is crucial for the Company's long-term success. The strategies and initiatives undertaken by the Company to engage with its stakeholders can be found in the Sustainability Report on pages 68 and 69.

Shareholder return

The Board of Directors is committed to delivering sustainable shareholder returns. Details of the Company's approach to shareholder returns are set out on pages 18 and 19. In fulfilling its duties, the Board considers the importance of capital returns to its shareholders and was pleased to be in a position to announce a further dividend for the year, in addition to the interim and final dividends for 2022. The Board considers the importance of capital returns to its shareholders and was pleased to be in a position to announce a further dividend for the year, in addition to the interim and final dividends for 2022.

2022 Capital Markets Day

In 2022, the Company hosted a Capital Markets Day to engage with investors and analysts. The Board of Directors used this opportunity to present the Company's strategy, financial performance, and outlook. The event provided valuable insights into the content and framing of the strategy and the investment proposition. A summary of the key messages and financial highlights from the Capital Markets Day can be found on pages 20 and 21.

The Board is committed to ensuring that capital is allocated effectively to drive long-term value for shareholders. In 2022, the Company continued to review its capital allocation priorities, balancing investment in organic growth, potential acquisitions, and returns to shareholders. The Company's dividend policy aims to provide shareholders with a predictable and growing stream of income, while also retaining sufficient capital to reinvest in the business.

Understanding our stakeholders and what matters most to them

The Board of Directors of Spectris plc is committed to engaging with its key stakeholders to understand their needs and concerns. This engagement is vital for ensuring that the Company's strategy and operations are aligned with the interests of all stakeholders. The Company actively seeks feedback from employees, customers, suppliers, and investors to inform its decision-making processes.

### s172 factor	Page reference	Relevant section of the report
Our Purpose	pages 2 – 3	Our Purpose
Strategy for Sustainable Growth	pages 18 – 19	Strategy for Sustainable Growth
Business model	pages 16 – 17	Business model
Employees	pages 42 -45	Employees
Sustainability Report	pages 43 and 71	Sustainability Report
Workforce engagement	pages 62 – 63	Workforce engagement
Chairman’s introduction to governance	pages 72 – 73	Chairman’s introduction to governance
Oversight of the Group’s culture	page 11	Oversight of the Group’s culture
Business relationships – suppliers and customer	pages 14 – 15	Business relationships – suppliers and customer
Chief Executive’s Review	pages 60 – 61	Chief Executive’s Review
Community and environment	pages 48 – 49	Community and environment
Chief Executive’s Review	pages 52 – 58	Chief Executive’s Review
Our Business Model	pages 16 – 17	Our Business Model
Chairman’s introduction to governance	pages 62 – 63	Chairman’s introduction to governance
Board and Executive Committee	page 67	Board and Executive Committee
Net Zero	page 46	Net Zero
High standards of business conduct	pages 72 – 73	High standards of business conduct
Sustainability Report	pages 52 – 58	Sustainability Report
Monitoring the Group’s Culture	page 81	Monitoring the Group’s Culture
Audit and Risk Committee Report – Ethics & Compliance	pages 52 – 58	Audit and Risk Committee Report – Ethics & Compliance
Shareholders	pages 16 – 17	Shareholders
Chairman’s introduction to governance	pages 62 – 63	Chairman’s introduction to governance

GOVERNANCE

Board evaluation and effectiveness

Board evaluation

The Board is committed to ensuring that it operates effectively and that its members have the skills and experience necessary to discharge their duties. As part of this commitment, the Board undertakes an annual evaluation process to assess its own performance and that of its committees. The 2021 evaluation process and outcomes, which were completed in 2022, were designed to assess the Board's effectiveness in fulfilling its responsibilities, including its oversight of the Company's strategy and risk management. The Board reviewed its performance against its terms of reference and identified areas for development.

The Board of Directors has reviewed its effectiveness in relation to the requirements of the UK Corporate Governance Code and has concluded that it has fulfilled its responsibilities under section 172 of the Companies Act 2006. The Board ensures that it has appropriate skills, experience, and knowledge to discharge its duties effectively.

The Board's assessment of its effectiveness in 2022, following the 2021 evaluation process and outcomes, has concluded that the Board has been effective in discharging its duties under section 172 of the Companies Act 2006. The Board has ensured that it has appropriate skills, experience, and knowledge to discharge its duties effectively.

The Board of Directors undertakes a rigorous annual evaluation of its own performance and that of its committees. In 2022, the Board's evaluation focused on assessing the effectiveness of the Board in discharging its duties under section 172 of the Companies Act 2006 and its compliance with the UK Corporate Governance Code.

The Board's evaluation process in 2022 involved:

External facilitation: The Board's evaluation was facilitated by an external third party to ensure an objective assessment.
Board effectiveness review: The Board reviewed its effectiveness in discharging its duties under section 172 of the Companies Act 2006 and its compliance with the UK Corporate Governance Code. This included an assessment of the Board's composition, skills, and the effectiveness of its decision-making processes.
Committee effectiveness review: The Board also reviewed the effectiveness of its committees, including the Audit and Risk Committee, Remuneration Committee, and Nomination Committee, in discharging their respective responsibilities.

The Board has concluded that it has been effective in discharging its duties and that the evaluation process has identified a number of areas where further focus and development will be beneficial. In particular, the Board has focused on:

Engagement with stakeholders: Enhancing engagement with key stakeholders, including employees, customers, and suppliers, to ensure that their perspectives are adequately considered in strategic decision-making.
Talent development: Strengthening the focus on talent development and succession planning across the organisation, particularly within the senior leadership population.
Culture and values: Continuing to promote and embed the Company's culture and values throughout the organisation.
Risk oversight: Further strengthening the Board's oversight of the Company's risk management framework and the identification and mitigation of key risks.
Board succession planning: Ensuring a robust and proactive approach to Board succession planning, to maintain the optimal balance of skills, experience, and diversity on the Board.

The Board of Directors of Spectris plc has undertaken a thorough review of its effectiveness and has concluded that it has fulfilled its responsibilities under section 172 of the Companies Act 2006. The Board has ensured that it has appropriate skills, experience, and knowledge to discharge its duties effectively.

2022 Board evaluation process

The 2022 Board evaluation process was designed to assess the effectiveness of the Board and its committees in discharging their responsibilities. The process involved an external facilitator, Lord Hannaford, who conducted interviews with Board members, the Chair of the Nomination Committee, and the Chief Executive Officer. The objective was to gather feedback on the Board's functioning and to identify areas for improvement.

The 2022 evaluation has concluded that the Board has been effective in discharging its duties and has achieved its objectives. The Board has also considered the effectiveness of its committees, including the Audit and Risk Committee and the Nomination Committee. The Board has identified several areas for continued focus and development, including:

Stakeholder engagement: Ensuring ongoing and effective dialogue with key stakeholders, including employees, customers, and suppliers, and integrating their feedback into strategic decision-making.
Talent management: Strengthening the focus on talent development and succession planning within the wider leadership team and the opportunity to develop emerging leaders.
Culture and values: Continuing to foster and embed the Company's culture and values throughout the organisation.
Board effectiveness: Ensuring that the Board has the appropriate skills, experience, and diversity to effectively oversee the Company's strategy and operations.

The Board of Directors of Spectris plc has reviewed its effectiveness and has concluded that it has fulfilled its responsibilities under section 172 of the Companies Act 2006. The Board has ensured that it has appropriate skills, experience, and knowledge to discharge its duties effectively. The Board has also focused on the effectiveness of its committees, including the Audit and Risk Committee and the Nomination Committee.

Informed decision-making

The Audit and Risk Committee, along with the Audit and Risk Committee, is responsible for ensuring compliance with appropriate internal controls and regulatory requirements. The Committee has a clear remit to provide assurance on the effectiveness of the Company's risk management and internal control systems. The Audit and Risk Committee provides assurance on the effectiveness of the Company's risk management and internal control systems, ensuring that appropriate controls are in place to manage risks and that the Company operates in compliance with all relevant laws and regulations.

Access to the business

The Board of Directors has access to the business through various means, including regular Board meetings, committee meetings, and site visits. The Board is able to access information from management and the wider leadership team and the opportunity to develop emerging leaders. The Board is also able to receive advice from external advisors on legal and regulatory matters from internal and external advisors. In 2022, the Board of Directors received extensive information from the Audit and Risk Committee, the Audit and Risk Committee, the Nomination Committee, and regular updates from key customers to better understand the evolving market and customer needs.

Training and development

The Board of Directors is committed to its own ongoing training and development and to ensuring that it possesses the skills and knowledge necessary to perform its duties effectively. This includes staying abreast of relevant legal and regulatory topics from internal and external advisors. In 2022, the Board of Directors received training on a range of topics, including corporate governance, financial reporting, and risk management. The Board also received training on the Company's strategy and its operations, as well as updates from key customers to better understand their evolving needs. The Board also benefited from discussions with key customers to better understand their evolving needs and market dynamics.

The Board of Directors has dedicated time to training and development, including site visits, and has engaged with employees from across the organisation and with key customers to better understand their evolving needs and market dynamics. The Board is pleased with the level of engagement and the insights gained from these interactions. The Board continues to focus on ensuring that the Company's strategy remains aligned with the needs of its customers and the broader market dynamics.

Workforce

Workforce activities

The Company's workforce activities are focused on fostering a positive and engaging employee experience, and ensuring that the Company has the talent and capabilities needed to achieve its strategic objectives. This includes a commitment to employee development, diversity and inclusion, and health and safety. The Company seeks to maintain meaningful and regular dialogue with the workforce to capture key insights and bring the employee perspective to the Board.

The employee engagement survey, conducted in 2022, showed a positive response and the Company is pleased with how the employee engagement initiatives have been received. The Board values the insights gained from the workforce and is pleased with the strong engagement across the organisation. The Board continues to focus on ensuring that the Company's strategy remains aligned with the needs of its employees and the broader workforce.

The Company's workforce activities are aligned with the Company's strategy and objectives. The Board of Directors is committed to fostering a positive and engaging employee experience, and ensuring that the Company has the talent and capabilities needed to achieve its strategic objectives. The Board values the insights gained from the workforce and is pleased with the strong engagement across the organisation. The Board continues to focus on ensuring that the Company's strategy remains aligned with the needs of its employees and the broader workforce.

Workforce activities

The Board of Directors is committed to ensuring a strong and engaged workforce. In 2022, the Company undertook various workforce engagement activities, including the annual employee engagement survey, town hall meetings with senior leadership, and regular feedback sessions. These activities are designed to foster meaningful and regular dialogue with the workforce to capture key insights and bring the employee perspective to the Board.

The employee engagement survey results for 2022 demonstrated a positive trend, and the Company is pleased with the continued progress in fostering a supportive and inclusive work environment. The Board values the feedback received from employees and is committed to acting upon it to further enhance the employee experience. The Board continues to focus on ensuring that the Company's strategy is aligned with the needs of its employees and the broader workforce.

The Board of Directors has been actively involved in workforce engagement throughout 2022, with the aim of fostering a positive and inclusive working environment. The Board values the feedback received from employees and is committed to acting upon it to further enhance the employee experience. The Board continues to focus on ensuring that the Company's strategy is aligned with the needs of its employees and the broader workforce.

Employee engagement survey: The annual employee engagement survey provides valuable insights into employee sentiment and areas for improvement.
Leadership engagement: The Board and senior leadership team actively engage with employees through various forums, including town hall meetings and site visits.
Talent development: The Company invests in training and development programs to support employee growth and career progression.
Well-being initiatives: The Company promotes employee well-being through various initiatives focused on health, safety, and work-life balance.
Diversity and inclusion: The Company is committed to fostering a diverse and inclusive workplace where all employees feel valued and respected.

Informed decision-making

The Audit and Risk Committee has a vital role in ensuring the integrity of financial reporting and the effectiveness of internal controls. The Committee is responsible for overseeing the Company's risk management framework and for ensuring compliance with applicable laws and regulations. The Audit and Risk Committee provides assurance on the effectiveness of the Company's risk management and internal control systems, ensuring that appropriate controls are in place to manage risks and that the Company operates in compliance with all relevant laws and regulations.

Access to the business

Training and development

Workforce

Workforce activities

Employee engagement survey: The annual employee engagement survey provides valuable insights into employee sentiment and areas for improvement.
Leadership engagement: The Board and senior leadership team actively engage with employees through various forums, including town hall meetings and site visits.
Talent development: The Company invests in training and development programs to support employee growth and career progression.
Well-being initiatives: The Company promotes employee well-being through various initiatives focused on health, safety, and work-life balance.
Diversity and inclusion: The Company is committed to fostering a diverse and inclusive workplace where all employees feel valued and respected.# Nomination Committee report

Nomination Committee Report

During 2022, the Committee held three meetings, the attendance of which can be found in the Directors’ Report on page 66. The Nomination Committee has been focused on the Board’s composition, succession planning at a Board and Executive level. The Committee has reviewed the current Board and identifying areas of potential recruitment.

GOVERNANCE

2022 Board highlights

The Board oversaw delivery of the Group’s strategy and key performance.
Delivered a detailed progress roadmap on a number of key strategic initiatives.
Brought to life our Values through the launch of the Group’s ‘speak up’ initiative.
Reviewed progress on our Diversity and Inclusion agenda and continued commitment to Net Zero.
Oversight of ESG related matters including the progress on our Group’s Sustainability Strategy and the continued rollout of our Values across the business.

Our Purpose and our culture

The Nomination Committee ensures that our culture supports our purpose and values. The Committee has reviewed the Group’s ESG objectives and the strategic importance of these to the Group and the creation of long term shareholder value.

The Committee has also reviewed the Group’s approach to employee engagement, talent management and leadership development. The Nomination Committee is satisfied that the Group has appropriate succession plans in place for the Board and Executive Management team, and that these plans ensure the Group has the leadership capabilities required to deliver its strategy.

Culture and the Board

The Board has a clear oversight of the Group’s culture, and in 2022, the Committee continued to monitor culture through a number of initiatives. The Committee reviewed employee engagement survey results and it was reassuring to see employees actively participating in workstreams and it was reassuring to see employees embracing our Values and engagement. The Committee is committed to ensuring that our culture supports our purpose and values, and that our employees feel engaged, recognised and valued.

Read more about the results of the survey on page 4

Nomination Committee report

Nomination Committee Report

During 2022, the Nomination Committee reviewed the Group’s ESG strategy and progress on delivering against its targets. The Committee has been focused on the Board’s composition, succession planning at a Board and Executive level. The Committee has reviewed the current Board and identifying areas of potential recruitment.

Spectris plc

2022 Board highlights

The Board oversaw delivery of the Group’s strategy and key performance.
Delivered a detailed progress roadmap on a number of key strategic initiatives.
Brought to life our Values through the launch of the Group’s ‘speak up’ initiative.
Reviewed progress on our Diversity and Inclusion agenda and continued commitment to Net Zero.
Oversight of ESG related matters including the progress on our Group’s Sustainability Strategy and the continued rollout of our Values across the business.

Our Purpose and our culture

Culture and the Board

Read more about the results of the survey on page 4

Nomination Committee report

During 2022, the Committee held three meetings, the attendance of which can be found in the Directors’ Report on page 71. The Committee has been focused on the Board’s composition, succession planning at a Board and Executive level. The Committee has reviewed the current Board and identifying areas of potential recruitment.

Spectris plc

2022 Board highlights

Recognising the tenure of the Chairman and the Senior Independent Director, thought was given to their succession and ensuring that the Board would continue to have the necessary skills and experience following their planned retirement. More details on the factors the Nomination Committee considered in its discussions is included in the activities section on this page. In respect of wider succession planning for the Executive and senior management, the Committee continues to receive regular updates from the Chief Executive and the Group HR Director. Good progress has also been made in developing the executive and senior management leadership community within the Group, through the ongoing implementation of the “Spectris Leading Change” Leadership Development Programme, which has seen 140 individuals participate and contribute to building leadership capability across the Group and recognises the need to continually refresh our talent pipeline and is committed to continuing to support the activities being carried out in this area. The Nomination Committee also recognises the importance of attracting and retaining talent at an early career stage to ensure an active and diverse pipeline of future leaders. Further details of the Group's early careers programme can be found on page 71.

Diversity and inclusion remains a core tenet of the Nomination Committee and the Executive team, and both have worked closely together to ensure that the Group's objectives in this area are progressed. In April 2022, the Nomination Committee provided oversight and challenge to the development of the Group's inclusion and belonging roadmap. We will continue to emphasise the value of inclusivity at all levels of the organisation as we recognise the importance it has to our colleagues, the business and society as a whole.

Mark Williamson
Chairman of the Nomination Committee
22 February 2023

Role of the Committee

The Nomination Committee is responsible for the assessment of the size, structure and composition of the Board and makes recommendations to the Board in relation to the appointment or removal of Directors. The Committee also considers the importance of diversity, in all its forms, when recruiting new Board members. Work carried out across the Group in respect of diversity and inclusion is also considered. The gender balance of those on the Executive Committee and in senior management positions has been reviewed. In July 2022, the Nomination Committee supported the extension of the Group's diversity metrics to incorporate race data in countries where this is legally permissible.

The Committee is responsible for:
* reviewing the size, structure and composition of the Board;
* identifying and nominating and recommending to the Board candidates to be appointed as Directors;
* reviewing and refreshing the membership of Board Committees;
* identifying and nominating and recommending to the Board candidates for appointment as Chairman, Executive Directors and senior management;
* carrying out the annual review of the independence of Directors;
* assessing whether Directors are able to commit enough time to discharge their responsibilities; and
* reviewing the induction and training needs of Directors.

Full terms of reference for the Committee can be found at www.spectris.com/corporategovernance.

The Nomination Committee’s terms of reference were reviewed as part of the Board’s external evaluation assessment, which was conducted by The Board Practice, an independent corporate governance consultancy. Following the review the Committee is considered to be operating effectively. Further details on the evaluation process are set out on page 70.

Membership and attendees

As at 31 December 2022, the members of the Nomination Committee were Mark Williamson (Chairman), Jamie Thomas, and Ann Bersin. Regular attendees at the meetings also include the Chief Executive and the Group HR Director. Other attendees joined for topical discussions, including the Chief Financial Officer and the General Counsel and Company Secretary to discuss the Group's approach to talent management and employee engagement. The terms of reference for the members of the Committee can be found in Appendix 1 and 2 and Board meeting minutes on page 66.

Activities of the Committee during 2022

In 2022 the Nomination Committee's activities included:
* a deep dive into the talent strategy and priorities being implemented by the Group HR Director as discussed further on page 71 of the Talent strategy section;
* a review of the latest employee engagement survey;
* assessing the global diversity and inclusion initiatives in place across the different jurisdictions in which the Group operates;
* a detailed update on the establishment of the Group's inclusion and belonging roadmap;
* reviewing potential succession plans, with input from the HR Director;
* considering the independence of each Non-Executive Director and their commitments;
* reviewing the succession plans, particularly in light of the pending retirement of the Chairman and Senior Independent Director ahead of the 2024 Annual General Meeting (‘AGM’);
* reviewing the Board’s Nominee and Capabilities Matrix; and
* developing a 2022 training programme for Non-Executive Directors.

Spectris plc Annual Report and Accounts 2022 74

Nomination Committee Report continued

Succession planning

As part of the development of the Board’s succession pipeline, the Committee began a process to identify and assess candidates for the Chairman and Senior Independent Director roles, considering the fact that both individuals have served nine years on the Board ahead of the 2024 Annual General Meeting. In addition, the Committee has reviewed the current composition and capabilities of the Board in addition to the Board's Diversity Policy and use this exercise to guide early discussions with the external recruitment agency, the Lygon Group, in order to identify suitable candidates for future Board appointments.

In line with the requirements of the UK Corporate Governance Code, the Nomination Committee has a policy to seek external search consultancy engagement, which was the case during this recruitment for the Lygon Group and the Company or individual Directors. In addition to merit and objective criteria, the Committee is clear that any external search consultancy engaged should also ensure that the selection process followed promotes diversity of gender, social and ethnic background, and the strengths of the individuals selected. After considering a shortlist of candidates a recommendation will be put forward to the Board for the appointment of Directors. The Nomination Committee assesses existing candidates’ appointments and associated time commitments as well as their executive and non-executive experience to inform their recommendations to the Board. The Nomination Committee's experience of a variety of different lengths of tenures which will provide a good mix of current and future Board composition, as Board members progress through their tenure, the Committee continues to consider their independence, whether they are able to commit enough time to discharge their responsibilities and the overall skills and experience of the Board. The Committee has also received an updated Board skills matrix which details the current skills and experience of the Directors.

Workforce engagement

The Nomination Committee engaged with workforce representatives in the business during 2022. With the return in international travel, Kjersti was able to visit the teams in Darmstadt, Malvern and Crowborough. Key topics discussed at the meetings included talent management, sustainability and inclusion. In addition to the above, Kjersti and the Chairman of the Audit Committee met with the Chief Executive, Finance Director and the Head of Investor Relations to discuss the Group's approach to talent development and employee engagement. Further details on the Nomination Committee's engagement with employees can be found on page 71.

Board Diversity Policy

During the year, the Board’s Diversity Policy was carefully considered and reviewed in line with the recommendations issued by the FTSE Women Leaders Review and the Parker Review. The Board's Diversity Policy was updated to increase the overall percentage of women on Executive and Non-Executive Director roles to 40% and to ensure that at least one woman in the Chief Executive or Finance Director role is appointed by 2025.

Following a review of the above recommendations, the Board's Diversity Policy was updated to include the target of 40% of Non-Executive Directors to be women by 2025 and one woman in the Chief Executive or Finance Director role by 2025.

Read our Board Diversity Policy www.spectris.com/corporategovernance

Our diversity goals

We are committed to externally set goals on diversity. Beyond this, we recognise the importance of all forms of diversity and are striving for further progress.

FTSE Women Leaders Review (%)	Target	Spectris
Target: 40% women by 2025	40	33
Parker Review Target	1	1
Target: One Board member from an ethnic minority background by 2024

GOVERNANCE

Nominee and Capabilities Matrix

The Nominee and Capabilities Matrix, which has been developed for the Board, serves to identify the current skills and experience of the Board members.

Spectris plc Annual Report and Accounts 2022 75

Nomination Committee Report continued

Shareholder engagement

The Nomination Committee is responsible for ensuring that the Company has appropriate processes for engaging with shareholders and has regard for the views of shareholders on the composition of the Board. The Nomination Committee has engaged with shareholders throughout the year.# Non-executive Directors' tenure

The Nomination Committee is responsible for reviewing the composition of the Board and ensuring that the Board has the appropriate balance of skills, experience, knowledge and diversity to fulfil its duties. The Committee is responsible for identifying and recommending suitable candidates for appointment to the Board. In considering candidates for appointment or re-election to the Board, the Committee takes into account a number of factors, including the skills, experience, knowledge and diversity of the candidate, their independence, and their ability to commit sufficient time to the role. The Committee also considers the tenure of existing Directors and the need for regular refreshment of the Board. The Committee will not appoint any Director in exceptional circumstances (see the chart below).

Board tenure

Board tenure
1–3 years	2
3–6 years	1

Gender

	

	

Nationality of Directors


	1
German	1
Norwegian	1

External appointments and time commitments

External appointments and time commitments are reviewed at least annually by the Nomination Committee. Any external appointments are considered and approved by the Board following careful consideration of the impact on the individual Director’s ability to meet the Company’s governance requirements. Conflicts of interest are recorded and reviewed together with any evidence of situational conflicts or related party transactions. Directors are required to notify the Company Secretary of any changes to their directorships or significant external appointments.

The Board is satisfied that the Directors’ external appointments do not impair the Directors’ ability to fulfil their duties as Directors of the Company. Details of the Directors external appointments are included in their biographies on pages 64 and 65.

Director election and re-election

In considering the recommendation of the Nomination Committee and the Board, the Board considers a number of factors when recommending Directors for re-election. These factors include:

The results of the individual evaluation process;
The tenure and independence of each of the Directors; and
The other external appointments held by the Directors.

The Board considers that all Directors have demonstrated their ability to dedicate sufficient time to their duties as Directors of the Company, and that their independence has not been compromised. The Directors are expected to devote such time to the Company’s affairs as is necessary for the proper performance of their duties. Details of the Directors external appointments are included in their biographies on pages 64 and 65.

Spectris plc Annual Report and Accounts 2022 76

Audit and Risk Committee Report

Role of the Committee

The Audit and Risk Committee is responsible for providing oversight of the Group’s financial reporting and narrative reporting processes, including advising the Board on the fair, balanced and understandable assessment of the information provided; reviewing, challenging and approving the annual financial statements (see page 121) proposed by management; reviewing and monitoring the way in which management ensures and oversees the effective functioning of the internal control, risk management and internal audit systems; the appointment, remuneration, independence and performance of the Group’s external auditor; the independence and performance of the Group’s internal audit arrangements; that the significant risks of the Group are appropriately considered and addressed; and, that additional consideration is given to relevant regulatory developments and emerging best practice. The Terms of Reference are available at www.spectris.com/corporategovernance.

Membership and attendees

During 2022 the Committee was comprised solely of the following independent Non-executive Directors:

Bill Seeger
Kjersti Wiklund
Ulf Quellmann, and
Alison Henwood

Bill Seeger is determined by the Committee as having ‘financial expertise’ as required by the UK Corporate Governance Code 2018 (the ‘Code’). In addition, Alison Henwood, a chartered management accountant, is also determined as having ‘financial expertise’. All members of the Committee are considered to have competencies that the Board deems relevant to the sectors in which the Company operates. Attendees at meetings normally include the Chairman, the Chief Executive, the CFO, the Head of Internal Audit, the Head of Risk and Control, and the Head of Corporate Affairs. Representatives from the external auditor, Deloitte, and the internal auditor, PwC, also attend meetings.

Read more about the current members of the Committee on pages 64 and 65. Details of attendance at Committee meetings is set out on page 66.

Role and responsibilities

The Audit and Risk Committee’s responsibilities include oversight of the Group’s financial reporting and narrative reporting processes, including advising the Board on the fair, balanced and understandable assessment of the information provided; reviewing, challenging and approving the annual financial statements (see page 121) proposed by management; reviewing and monitoring the way in which management ensures and oversees the effective functioning of the internal control, risk management and internal audit systems; the appointment, remuneration, independence and performance of the Group’s external auditor; the independence and performance of the Group’s internal audit arrangements; that the significant risks of the Group are appropriately considered and addressed; and, that additional consideration is given to relevant regulatory developments and emerging best practice.

The Committee retains time around each meeting to meet separately without management present and invites the Head of Internal Audit , the PwC internal audit co-source partner and representatives from the external auditor to attend for part of this session.

Activities of the Committee during 2022

The Committee operates on a comply or explain basis, that the Audit and Risk Committee oversees the financial statements considered during the year. In 2022, the Committee considers that the most important matters were:

Continuing to support the preparations for the implementation of the new UK regulatory regime for Premium Listed Companies, including receiving updates from the Head of Risk and Control and PwC as well as the views of Deloitte as the external auditor on the enhancements for the internal controls framework;
Consideration and decisions around the accounting for transactions within the business, including the completion of the Omega divestment in July 2022, as well as the acquisition of Creoptix AG, MB Connect line GmbH and Dytran Instruments, Inc. in 2022; and
Providing oversight to the transition from a co-source internal audit arrangement to a fully outsourced internal audit function led by PwC.

The Committee’s agenda is developed from its terms of reference. Standing items are considered at each meeting and these are supplemented by a number of deep-dive sessions on which the Committee has chosen to focus.

Committee performance assessment

During 2022, the Committee’s performance was assessed externally as part of the wider Board and Committee effectiveness evaluation. The evaluation was undertaken by Odyssey, a provider of Independent Board Evaluation. As part of this evaluation, the Board and Committee members were asked to provide feedback to Odyssey, who then held discussions with each Committee member and key contributors to the Committee including Head of the Internal Audit outsource arrangement and the External Audit partner. During the year, it was considered that the Committee had operated effectively, with further consideration to be given to holding an additional Committee meeting each year, bringing the total scheduled meetings to four. More details on the Board evaluation process can be found on page 79.

Activities of the Committee during 2022

The Committee’s agenda developed from its terms of reference. Standing items are considered at each meeting and these are supplemented by a number of deep-dive sessions on which the Committee has chosen to focus.

Chairman’s statement

The Audit and Risk Committee’s role in supporting the Board in providing oversight of the Group’s financial reporting, internal controls and risk management processes. During the year, a particular focus of the Committee was the oversight of enhancements to the Group’s internal controls. The Committee looks forward to further supporting management with this and other matters throughout 2023.

Bill Seeger
Chairman of the Audit and Risk Committee
22 February 2023

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS



Annual Report and Accounts 2022 77

Bill Seeger
Chairman of the Audit and Risk Committee

Continuing to support the preparations for the implementation of the new UK regulatory regime for Premium Listed Companies, including receiving updates from the Head of Risk and Control and PwC as well as the views of Deloitte as the external auditor on the enhancements for the internal controls framework;
Continuing to support the preparations for changes in the Group’s audit and corporate governance reporting requirements in relation to internal control regulations for Premium Listed Companies.

The Audit and Risk Committee oversees the transition to a fully outsourced internal audit function, led by PwC. The Committee has met with PwC and the Head of Internal Audit in managing this transfer and is looking forward to developing their relationship with PwC in 2023. Further details are set out on page 82 of this report.

The Audit and Risk Committee has given full consideration to the work performed throughout 2022 and Committee members also attended a site visit to HBK in Germany in 2022. These provided a valuable opportunity to meet key employees within the HBK business and was consolidated by a detailed update from the CFO on financial reporting, internal controls and risk management in December 2022. Dedicated sessions have also continued to be held at the Board on the Group’s Principal Risks in 2022, including on Talent and Market/Financial Risks.

The Committee has made time with the external and internal audit teams at each meeting without management present. I have also continued to meet regularly with members of these teams outside the Committee cycle, as well as receiving regular updates from the CFO on accounting judgements and issues, risk and internal controls, and the progress against the internal audit plans. In 2023, a core focus of the Committee will be the oversight of the impact from the ongoing planned changes and reforms to the governance and audit landscape for Premium Listed Companies and the Group’s approach to disclosure against the Taskforce on Climate Related Financial Disclosures, in addition to the oversight of the Group’s financial reporting and internal controls.

Bill Seeger
Chairman of the Audit and Risk Committee

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS



Bill Seeger
Chairman of the Audit and Risk Committee# Audit and Risk Committee Report

The Audit and Risk Committee (the "Committee") of Spectris plc (the "Company") is responsible for assisting the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Committee's responsibilities primarily relate to the following key areas:
• Financial reporting and controls;
• Risk management and internal controls;
• Internal audit; and
• External audit.

These areas are considered in conjunction with each other given the importance of each element operating cohesively. For clarity of reporting, details of the Committee’s involvement in each of these areas is set out separately below.

Financial reporting and controls

The Committee's primary role is to provide assurance to the Board around the integrity of the half-year and annual Financial Statements and the accuracy and appropriateness of the accounting policies, estimates, judgements and disclosures. During 2022, as part of its financial reporting assurance role, the Committee has:
• considered the viability assessment and scenarios, liquidity risk and the basis for preparing the half-year and annual Financial Statements on a going concern basis, and reviewed the related disclosures in the Annual Report and Accounts, the provisions of the Code regarding going concern and viability statements and reviewed best practice and investor comment;
• reviewed the areas of key judgements such as revenue recognition, the Vendor Loan Note and Eurazeo investment (as part of the consideration for the sale of Millbrook), and other acquisitions and disposals;
• reviewed the areas of key judgements in respect of the Omega disposal and the acquisitions of Dytran, MB connect, and Creoptix;
• reviewed the overall drafting and review processes to assure the integrity of the Annual Report and Accounts;
• reviewed the management representation letter to Deloitte as the external auditor and the Board’s assurances to the external auditor;
• considered the process designed to ensure Deloitte is aware of all ‘relevant audit information’, as required by Sections 418 and 419 of the Companies Act 2006;
• assessed the disclosures in the reports in relation to internal controls and the work of the Committee; and
• reviewed the proposed update to the Group’s tax strategy.

The Committee has also undertaken a review of the Group’s ongoing litigation matters and associated provisions. Having reviewed and considered these key areas, and following their review of the process undertaken to ensure that the Annual Report and Accounts adhered to relevant legal and regulatory requirements, the Committee was able to recommend to the Board that, when taken as a whole, the Annual Report and Accounts is fair, balanced and understandable and contains all relevant information necessary for shareholders to assess the Company’s position and performance, business model and strategy.

Audit and Risk Committee Report continued

Annual Report and Accounts 2022 78

Audit and Risk Committee Report continued

Key areas of focus in relation to the Financial Statements

The Committee has ensured that the half-year and annual Financial Statements are prepared on a going concern basis and that the disclosures in the Annual Report and Accounts address all relevant statutory and regulatory requirements.

The Committee’s key areas of focus in relation to the Financial Statements included:
* Revised segmental reporting
* Alternative performance measures (‘APMs)
* Estimation, uncertainty and judgement

Estimation, uncertainty and judgement

The Committee engaged in a review of the Group’s capital allocation framework based on a dual approach to reporting provided to the Chief Operating Decision Maker (considered to be the Board) on a regular basis to assist in making decisions on capital allocated to each segment and investment opportunities. The Committee’s review of the capital allocation framework led to the reportable operating segment disclosures for the two wholly-owned businesses Malvern Panalytical and Particle Measuring Systems, and Spectris Operating Companies, and its remaining businesses (Red Lion Controls and Servomex) being disclosed as continuing operations. All other businesses will be disclosed as ‘Group costs’.

The Committee’s review

The Committee has reviewed and considered the new reportable segments in conjunction with the Board and sought views from Deloitte.

Management and the Committee’s assessment

The Committee is comfortable that the new reportable segments were appropriate and presented in accordance with IFRS 8.

Estimation, uncertainty and judgement

The Committee ensured that the Group’s APMs are adjusting in accordance with the Group’s policies. The Committee reviewed all added APMs in the 2022 Annual Report all added to provide clarity and insight into the Group’s performance. The APM’s added in 2022 are not adjusting existing statutory measures, but are added to provide clarity as these cannot be derived from the reported accounts (adjusted gross profit, amortised profit, order intake, order book and vitality index).

Underlying revaluations on debt and equity investments’ to allow use in respect of the revaluation of a debt instrument added in the prior year.

The Committee’s review

The Committee has reviewed and considered the APM rewording and revised list of APMs.

Management and the Committee’s assessment

The Committee has reviewed the list of APMs and is comfortable that their use is appropriate and will provide clarity to the understanding of the Group’s financial performance and that the proposed wording enhances clarity on the prominence of statutory measures compared to APMs disclosed.

During the year, the Committee received reports from management and internal audit in respect of key judgements and disclosures applicable to the Group’s Financial Statements and disclosures.

The Committee noted that the financial statement disclosures in relation to the assumptions underpinning the Group’s 2022 Financial Statements are in relation to the assumptions underlying the impairment of goodwill.

The Committee has reviewed the work of management and internal audit in respect of the Group’s financial statements and their judgement that they were not aware of any material or immaterial misstatements made intentionally to achieve a particular presentation.

The Committee has reviewed disclosures and sensitivities with respect to the turbulent macro-economic environment particularly around risk factors and their impact on discount rates.

The Committee has reviewed management’s approach and also questioned Deloitte to understand whether the external auditor had, to the Committee’s knowledge, identified any issues relating to management bias and whether the basis for the judgements and estimates made by management was sound.

Following detailed review, challenging the presentations and reports from management and where necessary, consulting with the external auditor, the Committee is satisfied that the Financial Statements’ accounting treatments appropriately address critical judgements and key estimates (both in respect of the amounts reported and the disclosures).

STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Annual Report and Accounts 2022 79

Audit and Risk Committee Report continued

Key areas of focus in relation to the Financial Statements continued

M&A Activity

The Committee reviewed the accounting treatment applied to acquisitions and disposals. The Committee determined that the Omega business would be restated in the Consolidated Income Statement being restated in line with the Group’s accounting for discontinued operations and that the Group’s accounting for acquisitions and disposals had been considered.

The group arrangement is known as ‘Blueberry’, to accelerate aspects of the acquisition of the Malvern Panalytical and Spectris Operating Companies. The Committee has been kept informed of the progress of this arrangement and has been satisfied that such an arrangement has been agreed, and the Group’s accounting for such arrangements. The arrangement is designed to ensure that the parties sharing joint control and the liabilities of the arrangement are appropriately accounted for. It has been determined that the entity will be accounted for as a joint operation.

The Committee received an update on the planned acquisitions and disposals presented for review.

The Committee has reviewed the proposals for acquisitions and disposals in question. Opinions were sought from Deloitte.

Following the Committee’s review of the accounting treatments proposed by management for the acquisitions and disposal that took place within the year, the Committee concluded that the accounting treatments proposed by management were appropriate and that the Group’s disclosures reflect the substance of each transaction.

Principal Risks and Uncertainties

During 2022, management reassessed the appropriateness of the Group’s existing Principal Risks and considered any additional or emerging risks that might need to be included.As a result of this reassessment no changes were proposed to the existing categories of Group Principal Risk assessed in the February 2022 and February 2023 meetings and considered the appropriate disclosure for the Principal Risks and Uncertainties section and Viability Statement within the Annual Report.

Assessment of going concern and viability

The Audit and Risk Committee reviewed the Group’s Principal Risks, and the respective scenarios considered in the preparation of the Viability Statement.

The Committee Management presented the Committee with an updated calculation of going concern and an assessment of the Group’s viability based on revised forecasts including using the 2023 Budget, and the Directors’ assessment of the likely future developments in the Company’s business and the likely future situation in relation to its assets and liabilities, financial position and profit and losses.

Viability Statement

The Audit and Risk Committee considered the Company’s Viability Statement, performed a detailed challenge of the assumptions made by management in their assessment. The Committee also challenged the assumptions made by management in their assessment. The Committee's challenge was to provide context and further challenge to the assumptions in the papers.

The Audit and Risk Committee approved the Company’s Viability Statement and the Statement of the Group’s Principal Risks, and the Statement of the Group’s Principal Risks, which remain unchanged from the previous year, and confirmed that it is reasonable to expect that the Group would be able to continue to operate and meet its obligations and liabilities as they fall due over the period to February 2025.

Audit and Risk Committee Report

monthly steering committee meetings and an agreed project charter, as well as coordination with the platform risk committees to track and monitor progress;
a detailed gap analysis of critical controls and agreed remediation actions;
ongoing work alongside the improvements being undertaken as part of a business-wide transformation project on the IT general controls environment;
development of a detailed control and compliance tracker to provide clearer ways of tracking, testing and evidencing internal controls;
establishment of a central control and internal audit which will be managed by a dedicated team to provide assurance and guidance from the UK Government;
regular updates to the Committee from the Head of Risk and Control as well as routine updates from the platform audit and risk committees; and
a detailed update at each meeting on the progress being made to enhance the internal controls framework.

The Audit and Risk Committee regularly updates and engage closely with management on any changes that might impact the Group’s viability and internal controls and to ensure compliance with legislation and best practice as they develop.

The Audit and Risk Committee monitored the Group’s internal control and risk management systems and at its meeting in March 2023 reviewed the effectiveness of these.

Work alongside the business transformation project to embed risk and internal controls within the business systems in place across the Group.
Enhance the risk-based approach taken to considering other controls improvement initiatives and compliance controls.
Implement and launch the Group governance, risk and compliance tracker, including the introduction of training in
considering common control themes across the Group and subsequent action has been taken to minimise the risk; and
assessing the Group’s responsibilities relating to regulated exposures of the Group.

Regular meetings were held between the Head of Internal Audit and the Audit and Risk Committee Chair, and regular discussions with the Head of Risk and Control.

The Audit and Risk Committee continued to receive and review risk management updates from the businesses by way of reporting from the operating business audit and risk committee chairmen. Updates on the business audit and risk committees will remain as a standing item on the Committee’s agenda.

The Audit and Risk Committee’s objective in respect of risk management and internal controls systems is to review their effectiveness and to make recommendations for possible improvements as appropriate.

The Audit and Risk Committee and the Audit and Risk Committee do not consider that the Group’s approach to risk management and internal controls is designed to manage, rather than eliminate the risk of failure to achieve business objectives and can therefore not provide absolute assurance against material misstatement or loss.

Developments and enhancements have continued to be made to the internal control and risk management processes in 2022, with particular focus on strengthening the controls around data integrity and ensuring that the Group has a robust framework of internal controls in place. The programme has been largely in response to the proposals set out in the BEIS consultation regarding a strengthened internal-controls reporting framework, although the reform within the consultation has not yet been enacted. The Audit and Risk Committee has been pleased with the enhancements being made to the Group’s internal control and risk management framework. The enhancements have included: use of the tracker and general controls awareness.

Strengthening of the control and internal audit and leveraging the Group governance, risk and compliance tracker.

The Audit and Risk Committee continued to use the Company’s own risk management framework to identify risks and opportunities, and to ensure that appropriate actions are taken to manage those risks and to take advantage of opportunities.

Directors and Audit and Risk Committee

The Audit and Risk Committee reported on the status of reports raised through the Group’s Speak-Up policy and the status of associated investigations (further details of the Group’s Speak-Up policy can be found on page 78). The Audit and Risk Committee reviews the control procedures in place to comply with the Group’s policies on business ethics, anti-bribery, compliance and fraud, including the steps being taken to enhance the Group’s ethics and compliance programme.

Viability Statement

The Audit and Risk Committee reviewed the 2022 Viability Statement and considered the following factors which could impact the duration over which the Viability Statement is prepared:

budgeting, forecasting and strategic planning cycles;
the time frame over which are risks are assessed;
the approach taken by our peers; and
proposed changes in corporate reporting requirements regarding long-term resilience.

The Audit and Risk Committee has reviewed the Group’s viability statement and the statement made regarding the Company’s viability period continues to be an accurate assessment of the Company’s viability as at the date of this report. The Company’s Viability Statement can be found on page 39.

Risk management and internal controls systems

To assist the Board with its responsibilities to effectively determine the nature and extent of the Group’s risk appetite and the systems of internal control, the Audit and Risk Committee carries out a robust annual assessment of the Group’s risk management and internal control systems and considers and challenges as appropriate the adequacy of management’s response to any matters raised. The Audit and Risk Committee is responsible for monitoring the risk management and internal controls systems which mitigate potential impacts on shareholder investments and the Company’s assets, and for reviewing the effectiveness of those systems. As part of its review of the systems and recommendations to the Board, the Committee ensure that its responsibilities as set out in its Terms of Reference (available at www.spectris.com) are adequately met.

evaluating and challenging the results and recommendations of audits undertaken by the internal audit team and the external auditor;
considering the level of alignment between the Company’s Principal Risks and internal audit programme;
considering and challenging as necessary the adequacy of management’s response to any matters raised;
has oversight of the governance and risk management framework, including a clear framework of risk appetite and principal risk, put in place throughout the Group;
appraising the Group’s response to information security and data protection risks;
considering key emerging risks and management’s approach to the ongoing oversight and management of those risks;
considering the Group’s ethics programme and the anti-bribery and corruption programme;

Audit and Risk Committee Report continued

Internal audit planning

During 2022, the internal audit team has increasingly been able to return to in-person audits, albeit this remains challenging in some locations. An arrangement with PwC has supported the businesses in these instances, allowing for remote and guest auditors to support the internal audit team in undertaking their audit work. This arrangement has continued to support the provision of effective assurance during 2022.

The Audit and Risk Committee received and reviewed reports from the Head of Internal Audit regarding the status of the internal audit plan and the progress of actions raised from the internal audit reports. The majority of actions raised as part of the 2022 internal audit plan had been implemented to schedule, with the remaining actions clearly owned and progressing with management.# Audit and Risk Committee Report

Internal audit

The Committee has received regular updates on the activities of the internal audit function and has also considered the internal audit programme. The Committee noted the risk-based approach adopted by internal audit, which has taken into consideration the organisational objectives and priorities, as well as possible risks that may prevent the achievement of those objectives. Internal audit will continue to work closely with the risk and control function on the development of the 2023 internal audit plan. The Committee was informed about the process by which the 2023 internal audit plan was developed and was reassured by the integration plan in place to embed PwC as the outsourced internal audit function. The Committee was informed about the progress against the plan as well as receiving updates on the outcomes of these audits and how promptly actions have been addressed.

Resources and effectiveness of the internal audit function

As part of its consideration of the effectiveness of the internal audit function, the Committee considered the adequacy of resources and its ability to meet the scope of the internal audit programme. Whilst the Committee recognised the success of the co-source arrangement put in place with PwC and continued this to be effective, the challenges in relation to resourcing and delivery of the outsourced arrangement were also noted. The Committee has found the co-source internal audit function in place throughout 2022 as operating effectively and looks forward to working closely with PwC as part of a fully-outsourced arrangement to continue to develop and improve the assurance provided by a strong internal audit function.

Business Audit and Risk Committees

In each of its meetings during the year the Committee received an update from one of the businesses in respect of topics discussed by that business’s audit and risk committee.

The business audit and risk committees, which meet quarterly and are chaired by the business unit CFOs, provide the opportunity for each business to consider actions from internal audit reports, to discuss business risk registers and to receive an ethics and compliance update from the Chief Ethics and Compliance Officer. The Committee was informed about the process by which the business audit and risk committees support the existing internal audit and risk management framework and received assurance on the ways in which businesses track and monitor risk within their functions.

External audit

One of the Committee’s key responsibilities is to manage the relationship with the Group’s external auditor on behalf of the Board. Deloitte LLP was appointed as the Company’s external auditor in 2015 following a competitive tender process, and has now completed its sixth year as auditor. Andrew Bond has held the role of lead audit partner since March 2019.

Audit of the 2022 financial statements

The audit of the Group’s financial statements for the year ended 31 December 2022 has once again, been carried out with a combination of remote and in-person work. Document repository sites have continued to be utilised as an effective way of reviewing documentation to support the external audit. The Committee received reports from Deloitte at its meetings and management and the Chairman of the Committee maintain an ongoing dialogue with the external audit team outside of the formal meetings. This has provided comfort to the Committee on the steps that have been put in place to ensure that there was no adverse effect on the quality or the timescale for the completion of the audit of the Group’s financial statements. The Committee has also:
* considered and approved the audit approach, the scope of the audit undertaken by Deloitte as external auditor and the fees for the same;
* agreed reporting materiality thresholds;
* reviewed interim audit reports from Deloitte; and
* considered and approved letters of representation issued to Deloitte.

Internal audit aims to provide independent, objective assurance to add value and improve the Group’s operations. Its responsibilities include assessing the key risks of the organisation and examining, evaluating and reporting on the adequacy and effectiveness of the systems of internal control and risk management in place, and the governance processes in operation throughout the Group. During 2022, the Internal Audit function was led by the Head of Internal Audit, and supported through a co-source relationship with PwC, with oversight provided by the Committee. The Committee has a duty to provide assurance to the Board on the adequacy of the resourcing and internal audit scope and is responsible for monitoring the effectiveness of the internal audit function. During 2022, the co-source arrangement with PwC operated smoothly, with positive progress made with ways of working, external quality assessment (‘EQA’) recommendation activities, risk assurances and subsequent reporting. Due to the success of the programme and to better support the new divisional structure and the integration of Spectris Dynamics, the decision was made to fully outsource the internal audit function, with the intention being to better utilise the specialist skills and experience of PwC to embed third-line activities into the Group’s operational and financial reporting cycles. The internal audit plan and approach will then be tailored to the respective needs of each business.

Audit and Risk Committee Report continued

External auditor reappointment

Following the Committee’s consideration of the effectiveness of Deloitte as the Company’s external auditor, it is proposed that Deloitte be reappointed as auditor of the Company at the next AGM in May 2023 and, if so reappointed,  the next general meeting of the Company at which accounts are laid. Further details are set out in the Notice of Meeting, which is available at: www.spectris.com/AnnualGeneralMeeting

Deloitte was appointed as the Group’s external auditor in 2015 and reappointment was last approved by shareholders at the 2022 AGM. During the year, the Committee reviewed the arrangements with the current external auditor and considered whether it was appropriate to continue with Deloitte as auditor, taking into account the requirements of the Companies Act 2006 and the Ethical Standard for Auditors. The Committee noted that given the knowledge and standard of services provided by Deloitte that it would be in the best interests of the Company and its stakeholders for Deloitte to continue as auditor. It is the Committee’s present intention to initiate a competitive tender process for the external auditor in 2026.

The Committee will continue to monitor the rotation of the key audit engagement partner and senior management required to rotate off the audit, and has been advised by Deloitte that the external auditor’s report to shareholders is set out on pages 111 to 115. As detailed above, the Company complied with the Statutory Audit Services Order 2014 throughout 2022. The Committee has reviewed the independence of Deloitte and was comfortable Deloitte’s independence was not compromised and that it had complied with all relevant professional and regulatory requirements in relation to independence and objectivity. The Committee’s review of Deloitte’s independence encompassed the provision of non-audit services and the relationships with the Company and its senior management.

Effectiveness of the external auditor

During the year, the Committee carried out its responsibilities in relation to the effectiveness of Deloitte as the Company’s external auditor. The review process included:
* considering the independence of Deloitte;
* the Deloitte Audit Quality Inspection Report;
* non-audit work undertaken by the external auditor;
* feedback from a survey targeted at various stakeholders; and
* the Committee’s own assessment.

The Committee’s review process included discussion of the audit findings and the resulting recommendations made by Deloitte. It was concluded that the audit process continued to be effective. Deloitte’s audit of the Group’s 31 December 2021 year end was selected for review by the FRC’s AQR team as part of the 2022/2023 audit quality inspection cycle. The Committee Chair met with the AQRt as part of the process and was kept up to date by Deloitte as the review progressed. The review resulted in only minor improvements being required, with the Chair of the Audit Committee discussing these with Deloitte to agree an action plan. Following consideration of the results of the review, the actions taken by Deloitte to continue to enhance audit quality, and following the Committee’s own assessment of the performance, independence and effectiveness of Deloitte, the Committee is satisfied that Deloitte is effective in its role as external auditor.

Audit and non-audit fees

Audit fees for the audit of the 2022 Financial Statements was reviewed by the Committee, and, in accordance with the authority given to the Committee at the 2022 AGM, the Committee reviewed the proposed auditor’s remuneration to be appropriate.

The Committee has a policy in place that prohibits certain non-audit services from being undertaken by the external auditor in limited circumstances. A cumulative annual cap is imposed for non-audit services provided by our external auditor (save for acquisition due diligence), above which all engagements are subject to the Committee’s prior approval.

The Committee’s policy on non-audit services is to safeguard Deloitte’s independence and objectivity. Non-audit fees for services provided by Deloitte for the year amounted to £169,000 (2021: £71,000), with a proportion of these fees being in respect of the half-year review. In addition, non-audit services in the year included the engagement of Deloitte to provide assurance on the data collation and calculations used to meet the requirements to report on the Group’s environmental impacts.Non-audit services in the year also included the reporting accountant role performed by Deloitte in respect of the unsuccessful acquisition of a UK publicly listed company. Deloitte was considered best placed to support the Company in this role as a result of its extensive knowledge of the Group’s financial systems and processes, combined with its understanding of the reporting requirements in the UK and globally. The Audit Committee regularly reviews the independence of the external auditor, including non-audit service fee caps for the Group and the UK. Further details are included in Note 4 to the Consolidated Financial Statements.

Directors’ Remuneration Report

On behalf of the Remuneration Committee (‘the Committee’), I am pleased to present the Directors’ Remuneration Report for the year ended 31 December 2022. This report sets out the work of the Committee during the year and provides context for the decisions taken.

The year has been challenging with the ongoing impact of macroeconomic factors and geopolitical uncertainty. Despite these challenges, the Group has delivered strong operational performance and continued to make progress against key strategic objectives and communicating ambitious strategic priorities for the coming years. Against this backdrop, the Committee has focused on ensuring that our employees are supported during this challenging time and that their reward has been managed responsibly and fairly.

This report sets out the remuneration outcomes for the year and provides context for the decisions taken. It details the structure and scale of our remuneration framework, its alignment with both the Group’s strategy and the wider workforce framework. Additionally, it sets out the decisions made by the Committee for 2022 and the intended arrangements for 2023.

2023 Remuneration Policy

We appreciated shareholder support and approval of the Group’s Remuneration Policy (the ‘Policy’) at the General Meeting in December 2022. I would like to thank our shareholders for their engagement. The Policy has been designed to support the Group’s remuneration strategy, which is to ensure that executive remuneration is competitive and fair, aligned with the Group’s performance and shareholder interests, and to support the delivery of the Group’s strategy. We have continued to engage with our employees and their representatives to ensure that our pay policies are understood and accepted. This has included extensive consultation with employees in relation to pay progression, and accelerating the 2023 pay increases for the lowest paid workers.

The Committee continues to be of the view that it is important to ensure that the remuneration of our Executive Directors remains competitive and is aligned with the market. We have also considered the need to ensure that the remuneration of our wider workforce is fair and equitable. A key element of the 2023 Remuneration Policy is to ensure pension parity across our business as part of the 2023 Remuneration Policy. I look forward to continuing the direct conversations with employees during 2023 about their remuneration and to ensure that appropriate support is directed towards those employees who are most impacted by the current economic climate.

Executive Director salary increases

In 2022, the Committee recommended a 5.5% salary increase for Andrew Heath, Chief Executive, and a 4.6% salary increase for Derek Harding, Chief Financial Officer. These increases were to enable his salary to reach market median. We received support for this approach from shareholders and from the plc Remuneration Committee Chairman for the staggered implementation of the increases. The Committee agreed to implement the increases across two tranches, in July 2022 and January 2023, to mitigate concerns around a single large salary increase by implementing the increase across two staged increases to allow for ongoing monitoring and review.

The Committee carefully considered the timing and quantum of the second salary increase for Andrew Heath. The Committee discussed and acknowledged the potential for Andrew’s salary to exceed the median following the second increase. However, the Committee unanimously agreed that implementing the second part of the prior commitment was appropriate and best serves the interests of the Group and its shareholders. In making this decision, we have considered the Group’s performance under Andrew Heath’s leadership. Andrew has now led the Group as Chief Executive for over four years. In that time, the Group has transformed significantly, moving from a £1.4bn market capitalisation to £3.1 billion.

The Committee considered Andrew Heath’s current salary relative to the median of the FTSE 250 industrial companies. His current salary remains below the median, and we continue to seek to position it at the median of this peer group. We have taken advice from external remuneration consultants on benchmarking and we have engaged with shareholders for engaging with us and supporting our remuneration policies. The Committee agreed that Andrew Heath’s salary increase will be phased, with an increase of 4.6% effective from 1 January 2023.

The Committee aims to ensure a balance between motivating and challenging our Executive Directors and senior management to deliver our business objectives and to ensure the sustainable success of the Group in the interests of all our stakeholders.

2022 Remuneration Wider employee pay arrangements

Following the easing of travel restrictions, the Committee visited several facilities during the year and hear their thoughts on pay as well as broader employee engagement issues. The Committee is committed to receive, and welcome, regular and detailed updates during the year relating to the Group’s wider pay arrangements and in particular the measures being taken across the Group to address the significant increase in the cost of living and its impact on employees. Key actions discussed with the Committee included:

Annual pay awards of 4.0% for employees on the Panalytical pay scale, with effect from 1 January 2023.
On target annual bonus for employees on the Panalytical pay scale, with effect from 1 January 2023, and introduction of discretionary, one-off bonuses for the lowest paid employees, who have been most impacted by the cost of living challenge.
A one-off payment of £500 for UK employees earning less than £25,000 per annum in recognition of his vital role in the ongoing transformation of the Group into a more focused, higher quality, capital-light, cash-generative business supported by a very strong balance sheet.

The Committee believes that the salary of our Executive Directors should be positioned appropriately to secure the continuity of our management team, avoid salary compression below Board level and support long term succession planning. It is anticipated that Andrew’s salary post this increase will fall within the median for CEOs of FTSE 250 companies. The Committee discussed and acknowledged this possibility but feel comfortable, notwithstanding this risk, that his total compensation is now well aligned with the market.

The Committee aims for Andrew Heath’s salary to be positioned at the median of the FTSE 250 industrial companies. It is expected that any future salary increase awarded to the Chief Executive would be no higher than those awarded to the wider workforce.

The Committee has reviewed pay arrangements across the Group and the Executive Management team for 2023. Based on this review, the Committee agreed that Derek Harding’s salary is set at a competitive level against external benchmarks and his bonus opportunity is aligned to the wider employee population.

2022 Annual bonus outcome

The Group’s performance in 2022 resulted in an annual bonus payout of 48.6% of base salary for Andrew Heath and 40.1% of base salary for Derek Harding. The Committee has agreed that any outturn from the bonus will be deferred into shares. No discretion has been applied to the 2022 annual bonus outcome. Full details of the 2022 annual bonus performance outcome are set out on pages 89 and 90.

2022 LTIP grant

In March 2022, the Committee granted 23,401 LTIP awards to Andrew Heath and 16,874 LTIP awards to Derek Harding under the terms of the Group’s Remuneration Policy.

2020 – 2022 LTIP outcome

Both Executive Directors were granted a LTIP award in March 2020, vesting on 1 March 2023, subject to satisfying performance conditions related to Earnings Per Share (EPS) and Return on Group Capital Employed (ROGCE). The performance conditions for both EPS and ROGCE have been met and the shares will vest.

However, based on interim results as at 31 December 2022, the LTIP related multiplier did not meet the threshold performance targets for absolute TSR, despite the very strong relative TSR performance against the peer group during the period.

The Committee has considered the LTIP performance outcome in light of the Group’s strategy and the current market conditions. The Committee notes that the performance outcome reflects the high level of stretch that has been applied to the LTIP awards and demonstrates that the LTIP awards have been designed to incentivise long term value creation for shareholders. No discretion has been applied to the 2020 LTIP outcome. Full details of the 2020 LTIP performance outcome are set out on pages 89 and 90.

Review of windfall gains

Given the level of market volatility at the start of 2020, the Committee committed to reviewing the vesting outcome of the 2020 LTIP in order to ensure that the outcome did not include a windfall gain.# Directors’ Remuneration Report

After meaningful deliberation, the Committee concluded that the vesting and value delivered under the 2020 LTIP decision were:
* The 2020 LTIP, which delivered £67 million in value, has been considered by some shareholders as the point at which vesting was achieved.
* The level of the maximum opportunity is considered moderate in the context of the strong performance of the business over the performance period and does not result in excessive reward to participants. The Committee believes that the level of vesting and delivery of value under the 2020 LTIP has been appropriate and reflects the operational performance delivered by the leadership team and the wider participants in Spectris.

Taking these factors into consideration, the Committee concluded that the level of vesting and value delivered under the 2020 LTIP has been considered appropriate for the performance of the business, and value delivered in line with participants. The Committee concluded that the level of vesting and value delivered under the 2020 LTIP has been deemed appropriate.

2023 Remuneration outlook

The Remuneration Policy was reviewed by the Committee in February 2023 and confirmed. The Remuneration Policy and the Remuneration Committee’s terms of reference were also reviewed in February 2023 with increases taking effect from 1 April 2023, with further details set out on page 97. A summary of the planned implementation of the Policy in 2023 is set out below.

The Committee spent considerable time deliberating the right balance between policy, performance and pay outcomes and believes that the Policy and the proposed remuneration structure achieve this balance and the Committee therefore recommends this report to shareholders.

If you have any questions regarding the remuneration and incentive arrangements contained in the report, I would be happy to discuss them with you.

Cathy Turner
Chairman of the Remuneration Committee
22 February 2023

Annual bonus
150% of salary

Pension
10.5% of salary for current Executive Directors and new joiners

3 year performance period
2 year holding period

Performance measures:
EPS, ROGCE, ESG and Absolute TSR (with Relative TSR gateway)

50% deferral of any bonus earned
3 year deferral period

Key policy changes:
CFO annual bonus set at 150% of salary (from 125%).
CFO shareholding requirement increased to 430% of salary (from 405%).
Pension aligned with wider workforce.

Additional features:
Shareholding requirement: 430% of salary for all Executive Directors
Two year post cessation shareholding requirement: 200% of salary for all Executive Directors

Cash

Year 0	Year 1	Year 2	Year 3	Year 4	Year 5
Cash	Cash	Shares	Shares	Shares	Shares

LTIP

280% of salary

Salary

2023 Remuneration Policy – Our Remuneration Structure

The Remuneration Policy remains consistent with the 2020 Policy. Key principles of our remuneration strategy:
* Reward delivery of the Group’s strategy in a simple and transparent way that is aligned to shareholder interests.
* Attract, retain and motivate senior executives with market competitive reward.
* Align performance measures with shareholder returns with stretching targets aligned to long term value creation.
* Ensure that remuneration is fair and responsible to deliver long term shareholder value and to support the Group’s sustainable business strategy.

Spectris plc Annual Report and Accounts 2022 85
STRATEGIC REPORT
GOVERNANCE
Directors’ Remuneration Report

Summary of key changes to the Group's Remuneration Policy effective 1 January 2023

Arrangements under 2020 Policy	Key changes to 2023 Policy	Planned 2023 implementation of 2023 Policy
Salary	Required skills and expertise to deliver the Group’s strategic and performance objectives. No change to Policy.	With effect from 1 April 2023, base salary increases were implemented for Executive Directors and employees generally, with an average increase for UK employees. Further details are set out on page 84.
Pension	Executive Directors receive an annual cash allowance in lieu of participation in a Spectris pension scheme. Maximum potential payment under Policy of 10.5% of salary.	Allowance for Executive Directors and new joiners aligned to the wider UK workforce company average pension contribution of 9.5%.
Car and fuel allowances, healthcare, life and disability assurance	Maximum total £30,000. No change to Policy.	Provided in line with the Remuneration Policy.
Executive variable pay	Bonus
Maximum opportunity based on salary.	150% of salary, with a deferral of 50% of any bonus earned for three years. Increase in quantum for the CFO (maximum opportunity increasing from 125% to 150% of salary).
Percentage of total opportunity: Measure weighting	Measure weighting	Percentage of total opportunity: Measure weighting
Adjusted Cash conversion 70%	Operational and strategic measures 30%	Adjusted Operating Margin Growth 30%
Annual bonus payout curve:
Threshold: 25% of maximum
Target: 50% of maximum
Maximum: 100% of maximum

Performance targets are not disclosed in advance due to their commercial sensitivity. All targets will be disclosed retrospectively following the end of the performance period. No change to Policy. In line with the Remuneration Policy.

Arrangements under 2020 Policy	Key changes to 2023 Policy	Planned 2023 implementation of 2023 Policy
Long Term Incentive Plan (‘LTIP’)	Maximum opportunity of 280% of salary through multiplier of 1.4x base award with TSR performance conditions.	No changes to Policy.
Performance measures and weightings	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE (“Return on Capital Employed”) • TSR (Total Shareholder Return)	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • Return on Gross Capital Employed: • Employee Engagement (GrandMean) • Scope 1 and 2 reduction (2022 baseline):
Quantum unchanged with performance measure structure	Base Award (equal thirds): • Adjusted EPS Growth • ROCE • TSR	Base Award (equal thirds): • Adjusted EPS Growth • ROCE • Employee Engagement (GrandMean) • Scope 1 and 2 reduction
Base Award: (equal thirds)	• Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	• Adjusted Earnings Per Share (“EPS”) Growth • Return on Gross Capital Employed • Employee Engagement (GrandMean) • Scope 1 and 2 reduction
TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • Employee Engagement (GrandMean) • Scope 1 and 2 reduction
Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.
ROCE	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.
Employee Engagement (GrandMean): Threshold: 3.94. Target 4.00.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.
Scope 1 and 2 reduction (2022 baseline):	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.	Base Award: (equal thirds) • Adjusted Earnings Per Share (“EPS”) Growth • ROCE • TSR multiplier unchanged.

Other
| Malus and Clawback | Clawback and malus provisions enable variable remuneration to be reclaimed under the following circumstances: material misstatements of results or financial reporting, misconduct or gross negligence, or failure to act in good faith, and breach of our Code of Business Ethics. Standard clawback provisions on bonus and LTIP are in place for three years following the end of the relevant performance period. No change to Policy. In line with Remuneration Policy |
|---|---|
Non-executive fees | Fees are set with reference to the time and commitments for the role. | The fee structure was reviewed in February 2023 and changes were approved to take effect from 1 April 2023 to maintain fees at close to median level. |
| Role | 2023 Fee |
| Senior Independent Director | £13,000 |
| Chair of the Audit and Risk and Remuneration Committee | £11,500 |
| Workforce Director | £12,000 |
| Travel supplement | £6,500 |

Spectris plc Annual Report and Accounts 2022 86
Directors’ Remuneration Report

	2022	2021
Andrew Heath	£2,206,056	£1,404,337
Derek Harding	£1,574,756	£800,940

2022 Remuneration at a Glance

Business performance

Momentum in the business and an order book of £3.6 billion in Q4 2022 provided a strong platform for further progress in 2023 towards our medium term performance objectives, compounding growth through the cycle, expanding margins and making Spectris a leading sustainable business.

Key statistic highlights
* Underlying revenue growth of 8.0% and adjusted operating profit growth of 10.7%.
* Adjusted Earnings Per Share (EPS) growth of 15.5%.
* Sales growth of 9.4% and profit of 12.5%.
* Increasing investment in our R&D programmes to £100 million.
* Sale of Omega completed in July for £418 million.
* £190 million of £300 million share buyback programme completed.
* Continued strong cash generation of £317 million, and consistent dividend growth.# Directors’ Remuneration Report

2022 Annual Bonus Plan

Performance dimensions (% weighting)	Outcome
Adjusted cash conversion (20%)	8.8/20
Strategic and operational (20%)	– Andrew Heath: 17.0/20 Derek Harding: 17.0/20
Total	Andrew Heath: 78.4/100 Derek Harding: 79.0/100

Annual Bonus Plan outcome
Andrew Heath: £807,528
Derek Harding: £498,453

2020 Long Term Incentive Plan (‘LTIP’)

Performance conditions (% weighting of max award)	Outcome (% of maximum award)
EPS (35.7%)	29.3%
ROGCE (35.7%)	35.7%
Relative Total Shareholder Return (‘TSR’) (28.6%)	0.0% (estimated)
Total	65.0%

LTIP Outcome
Estimated vesting value
Andrew Heath: £4,757,000
Derek Harding: £3,251,000

Performance outcomes	Andrew Heath £’000	Derek Harding £’000
Basic	3,795	2,181
Target	841	1,519
Maximum	3,349	2,352
Maximum growth*	2,642	597
Actual	2,181	1,519

Outcomes scenarios	Andrew Heath £’000	Derek Harding £’000
100%	4,757	3,251
38%	3,795	2,181
38%	841	1,519
24%	3,349	2,352
22%	2,642	597
18%	2,181	1,519
25%	3,795	2,181
27%	841	1,519
51%	3,349	2,352
21%	2,642	597
25%	2,181	1,519
50%	4,757	3,251
61%	3,795	2,181

Maximum growth*

Key
* Annual Bonus
* LTIP Each coloured bar shows the percentage of the total comprised by each of the parts

Total remuneration

	Andrew Heath	Derek Harding
1	Base salary: £673,000	Base salary: £501,000
2	Bonus: £807,528	Bonus: £498,453
3	LTIP: £1,619,000	LTIP: £1,261,000
4	All-employee share plans: £0	All-employee share plans: £0

2022 dividend per share: 75.4p
2022 adjusted cash conversion (bonus outcome): 79%

£3,250,430
2021: £2,010,233

£2,352,294

Spectris plc Annual Report and Accounts 2022 87

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Directors’ Remuneration Report

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with the Remuneration Committee Chairman’s Statement# Directors’ Remuneration Report

Remuneration for FY2022 continued

Spectris plc Annual Report and Accounts 2022 89

STRATEGIC REPORT GOVERNANCE

The Company’s remuneration policy is designed to support a range of the Company’s targeted strategic priorities. Each priority is assigned an associated performance metric and weighting, which are set annually by the Remuneration Committee and approved by the Board. Performance against these metrics determines the level of bonus payable. Directors and performance against them are summarised in the table below. As outlined in last year’s Remuneration report, and in line with the treatment of the wider employee population, the Committee reviewed the Executive Directors’ performance against strategic priorities and operational objectives, considering not only what was achieved, but how it was achieved.

Andrew Heath

% of salary target	Performance summary	% bonus awarded
• Grow the business 8%	Successful refresh of the Group's Strategy with the launch of the Group's Strategy for Sustainable Growth. A strong emphasis on building out the Group’s Purpose, with a broad focus on sustainability, our key growth markets and the investments required to build a world-class business. Communicated compelling strategy at Capital Markets Day with strong positive feedback from shareholders.	8%
• Customer 4%	On-time delivery improvements budgeted for in 2022 were not achieved due to supply constraints.	2%
• Portfolio strategy 5%	Successfully executed the divestment of Omega Engineering. Led a compelling bid for Oxford Instruments which was hindered by external events.	3%
• Operating leverage 5%	Achieved robust operating leverage, but below target. Developed the Group’s organisational design to support the Group’s strategic ambitions.	4%
• Employee Engagement and leadership 4%	Developed and deployed a robust roadmap to build the Group's approach to inclusion and belonging. Strengthened business leadership in Red Lion and Servomex and made good progress in building succession pipeline.	4%
• ESG 4%	Delivered a 21.3% reduction in in-year Scope 1 and 2 emissions and developed the Group's Net Zero Roadmap moving from estimated to actual data at Red Lion, PMS and Servomex.	4%
Total 30%		25%

Derek Harding

% of salary target	Performance summary	% of bonus awarded
• Facilitate a detailed understanding of the Group’s target operating model and cost base. To ensure a clear and sustainable path to increased operating margins 7%	Achieved and build a new reporting model for the Group. Deployment delayed until early 2023.	4%
• Oversee a Group IT transformation project including an investment in our IT capability 4%	Successfully led the ERP transformation project with appropriate governance and communication structure in place. Group consolidation system to be deployed in 2023.	3%
• Strengthen Risk Management & Control 5%	Delivered the continued improvement of the Group’s controls environment, including the further development of the Group’s risk management structure and internal controls processes.	5%
• Strengthen Investor Relations and the leadership of Audit 5%	Delivered a strong Capital Markets Day and communicated the Group’s strategy and performance targets to underpin the strategy. Effectively managed the outsourcing of the Group’s Internal Audit Function to PwC.	5%
• Drive improvement on employee engagement scores in the Finance function 4%	Provided effective support and guidance to the development of the Group’s approach to inclusion and belonging, including leading the launch of the inclusion roadmap at the Group’s leadership conference.	4%
Total 25%		21%

Spectris plc Annual Report and Accounts 2022 90

E. Long Term Incentive Plan (LTIP')/ Performance Share Plan (‘PSP’) (audited)

PSP awards made under the Spectris Performance Share Plan (‘PSP’) to the Executive Directors were structured so that a proportion of the award is tested by reference to the Group EPS performance condition and a proportion by reference to the TSR measure. The TSR measure is tested by an external third party, Aon Hewitt (‘Aon’). A holding period of two years applies to all awards following vesting.

F: All-employee share plans (audited)

The Group operates an all-employee Share Incentive Plan (‘SAYE’) to encourage share ownership by employees.

Payments to past Directors (audited)

PSP awards vested in March 2022 (audited)

PSP awards vested in March 2022 for Andrew Heath and Derek Harding following the three-year performance period. The vesting outcome reflects the Group’s performance against the three specified conditions (Group EPS, relative TSR, and absolute TSR).

The table below indicates the performance conditions and the respective vesting outcomes:

Performance condition	Weighting	Vesting percentage of total award	Maximum (100% vesting)	Actual
Group EPS	One-third	(20% vesting)	CPI + 5% c.p.a.	CPI – 1.7% c.p.a.
TSR	One-third		Upper quintile or above	Median – 15.5%
EP	One-third		£139.8m	£176.4m or above
Total

The award level reflects the number of shares subject to the PSP award at date of grant. The face value at date of grant is based on the share price on that date.
TSR performance condition is measured independently by Aon Hewitt (‘Aon’). A holding period of two years applies to all awards following vesting.

Andrew Heath and Derek Harding: Actual outcome for PSP awards vesting in March 2022

Executive Director	Total number of shares subject to PSP option at date of grant	Face value at date of grant	Vesting percentage of total award	Vested award	Reinvested Dividend Shares	Total Vested Award	Share price on vesting date (7 March 2022)	Vesting value	Share price appreciation as a % of the total vested award value
Andrew Heath	45,710	£1,220,000	25.4%	11,620	858	12,466	2,557p	£318,175	(4)%
Derek Harding	35,593	£949,977	25.4%	9,039	668	9,707	2,557p	£247,756	(4)%

The award level reflects the number of shares subject to the PSP award at date of grant. The face value at date of grant is based on the share price on that date.
TSR performance condition is measured independently by Aon Hewitt (‘Aon’). A holding period of two years applies to all awards following vesting.

Spectris plc Annual Report and Accounts 2022 91

STRATEGIC REPORT GOVERNANCE

LTIP awards vesting in March 2023 (audited)

On 7 March 2023, the Andrew Heath, Derek Harding LTIP awards vested. On that date, Andrew Heath vested awards equal to approximately 68.9% and Derek Harding vested awards equal to approximately 51.7%. This reflects the Group’s performance against the two specified conditions (ROGCE) and absolute Total Shareholder Return (‘TSR’) targets.

The Group’s Remuneration Committee has determined that the vesting outcomes for the LTIP awards are appropriate in the context of the strong performance of the business over the performance period and the stretch of the performance conditions:

The LTIP award made under the 2020 grant to Andrew Heath, which comprises of a 50% EPS condition and a 50% TSR condition, vested at 17.6% (EPS) and 17.8% (TSR) respectively. This performance outcome reflects a moderate level of vesting in the context of the strong performance of the business over the performance period and the stretch of the performance conditions, which are designed to deliver exceptional returns to shareholders.
The LTIP award made under the 2020 grant to Derek Harding, which comprises of a 50% ROGCE condition and a 50% TSR condition, vested at 19.6% (ROGCE) and 17.8% (TSR) respectively. The Remuneration Committee agreed that the vesting outcome for the TSR multiplier (based on Aon’s interim report as at 31 December 2022) are provided below:

Performance condition	Award level (% of salary)	Actual	Actual/ estimated percentage vesting	Actual/ estimated percentage of total vested award
EPS	100%	4% p.a.	10% p.a.	81.9%
ROGCE	100%	13.7% (2019 ROGCE +1%)	15.7% (2019 ROGCE+3%)	100.0%
TSR Multiplier	80% (Up to 1.4X multiplier)	Gateway Estimated TSR 0.0% (1.0X multiplier)	Absolute TSR 8% p.a.	Relative TSR 1.0X

Remuneration for FY2022 continued

Adjustment to performance metrics for disposals

In order to account for material business divestments which occurred with more than one year remaining of the performance period, the base performance condition and outcomes have been adjusted to remove the impact of the disposed entities.
In order to account for material business divestments which occurred with less than one year remaining of the performance period, the adjusted performance metric has been calculated for the remaining business, and for the divested business, the result reflects the performance up to the point of disposal of the divested business.

Spectris plc Annual Report and Accounts 2022 92

Directors’ Remuneration Report

Remuneration for FY2022 continued

Long Term Incentive Plan (‘LTIP’) awards

The Committee reviewed the LTIP awards granted to Executive Directors in December 2020 and determined that the performance conditions and outcomes are appropriate given the Group’s strategic priorities.

As at 31 December 2019 pence	As at 31 December 2022 pence
Adjusted EPS (reported)	159.9p
Adjustments relating to disposals (BTG, EMS, Millbrook, BK Vibro, ESG and NDCT)	(27.7p)
Adjustments relating to disposal of Omega	20.0p
Adjusted EPS (excluding disposals)	140.3p
Compound annual growth in EPS	8.64%

Return on Gross Capital Employed (‘ROGCE’)

The Committee has set a ROGCE target based on the budgeted 2022 gross capital employed and this is not included in the 2022 closing balance gross capital employed due to the disposal. As a result the average gross capital employed is skewed due to Omega. To ensure an equitable approach was agreed by the Committee in December 2021, and is a consistent approach to prior years and prior periods.

31 December 2022 £m	Average gross capital employed (reported)	1,473.4
	Adjusted return on gross capital employed	222.4
	Adjusted profit on ordinary activities	14.0
	Adjusted ROGCE	236.4
ROGCE	16.0%

Shareholding guideline

The Executive Directors are required to hold a minimum value of Spectris plc shares which is equivalent to 100% of their base salary.

Director	Exercise price	Number of shares under LTIP option	Face value of maximum LTIP award	Estimated vesting % of maximum award	Estimated number of shares vesting	Estimated reinvested dividend shares 3	Estimated total number of shares vesting	Year-end three- month average share price	Estimated vesting value	Estimated share price appreciation as a % of vested value
Andrew Heath	5p	49,555	£1,707,972	49,555	53,182	3,049.43p	£1,707,972	27%
Derek Harding	5p	38,587	£1,329,973	38,587	41,411	3,049.43p	£1,329,973	27%

The maximum vesting opportunity under the LTIP is capped at 280% of salary for awards granted prior to 17 March 2020. For awards granted on or after 17 March 2020, the maximum vesting opportunity is capped at 200% of salary for the base award, with a potential further opportunity of up to 1.4 times the base award level, dependent on achieving stretching Total Shareholder Return (‘TSR’) targets.
A holding period of two years applies to all awards following vesting.
The estimated reinvested dividend shares are calculated based on the average of the closing share price over the three years preceding the date of grant.

Deferred Bonus Plan (‘DBP’) awards granted during 2022 (audited)

Awards granted under the DBP in 2022 are subject to continued employment conditions as well as malus and clawback provisions, although no further performance conditions apply.

The DBP awards are exercisable at 5p and will vest in the January following the third anniversary of the grant date.

Director	Exercise price	Number of shares under DBP share option	Face value of DBP share option at date of grant 1
Andrew Heath	5p	17,407	£298,998
Derek Harding	5p	11,249	£298,998

The face value is calculated based on the average of the closing share price over the three years preceding the date of grant.

Spectris plc Annual Report and Accounts 2022 93

STRATEGIC REPORT GOVERNANCE

LTIP awards granted during 2022 (audited)

Awards granted in 2022 are subject to the performance conditions detailed below.

Director	Exercise price	Number of shares under Base award (% of salary)	Face value of Base award at date of grant 1 (£)
Andrew Heath	5p	14,753 (80% of salary)	£1,259,015
Derek Harding	5p	11,414 (80% of salary)	£980,377

2022 LTIP base award performance conditions

Condition	% of Base award that vests	Performance Metric	Performance Period
Adjusted EPS Growth (50% of base award)	0%	Less than 4%	1 Jan 2022 to 31 Dec 2024
	10%	4%
	10% to 50% (straight-line pro-rata basis)	Between 4% and 10%
	50%	10% or more
Return on Gross Capital Employed (‘ROGCE’) (50% of base award)	0%	Less than 1% above 2021 ROGCE	1 Jan 2022 to 31 Dec 2024
	10%	1% above 2021 ROGCE
	10% to 50% (straight-line pro-rata basis)	Between 1% and 3% above 2021 ROGCE
	50%	3% or more above 2021 ROGCE

The vesting of the base award is subject to the Committee’s assessment of performance against the growth condition, which is presented to and approved by the Committee. ROGCE is obtained from the audited Financial Statements and is a comprehensive measure of the effectiveness of all capital deployed by the Group and supports the Group’s key strategic objectives. The Committee will monitor outcomes for the EPS and ROGCE measures to ensure that they achieve the original objectives and may adjust the vesting accordingly. Any exercise of discretion will be disclosed in the Directors' Remuneration Report for the relevant year.

2022 LTIP TSR Multiplier performance conditions

TSR Multiplier	Absolute TSR Growth Targets	Relative TSR gateway – assessed against FTSE 250 index (excluding investment trusts)	Performance Period
1.0 X	8% p.a. or less	Median or above	17 March 2022 to 17 March 2025
Between 1.0 X and 1.2 X	Between 8% and 10% p.a.
1.2 X	10% p.a.
Between 1.2 X and 1.4 X	Between 10% and 15% p.a.	Upper quartile or above
1.4 X	15% p.a.

A holding period of two years applies to all awards following vesting.
The LTIP awards are subject to continued employment for the duration of the performance period, and the vesting of the base award is dependent on achieving the performance conditions detailed above. A multiplier (up to a maximum of 1.4 times) will apply to the base award vesting level but only on achieving stretching absolute and relative Total Shareholder Return (‘TSR’) targets.

Maximum TSR Multiplier	Opportunity	Base award + TSR Multiplier (shares)	Face value of Maximum award at date of grant 1 (£)
1.4 X base award	14,753 (80% of salary) = 11,802 (280% of salary)	£1,372,511
	23,604 (280% of salary)	23,604

Spectris plc Annual Report and Accounts 2022

Total shareholder return performance

The TSR performance graph below shows the value of £100 invested in Spectris and the FTSE 250 (excluding investment trusts) over the last ten years.

| Performance Level | EPS Vesting | ROGCE Vesting | Base award Vesting | TSR Multiplier factor | Overall Vesting (as % of base award) |
|---|---|---|---|---|---|
|  | 10% + 10% = 20% |  |  | x 1.0 = 20% |  |
| Maximum | 50% + 50% = 100% |  |  | x 1.4 = 140% |  |

The graph below illustrates the total shareholder return performance of Spectris plc compared to the FTSE 250 index (excluding investment trusts) for the period from December 2012 to December 2022.

				
				
				

Source: FactSet

Historical Chief Executive remuneration

The following table shows the historical remuneration of the Chief Executive for the years 2013 to 2022. The figures represent the percentage of the potential maximum award that vested.

Financial Year	Chief Executive	Base salary	Annual bonus (% of maximum)	PSP vesting (% of maximum)
2013	John O’Higgins	2,172	20%	100%
2014	John O’Higgins	1,122	18%	28%
2015	John O’Higgins	729	0%	0%
2016	John O’Higgins	1,388	1%	0%
2017	John O’Higgins	2,253	90%	10%
2018	John O’Higgins	2,324	80%	31%
2019	Andrew Heath	1,404	54%	25%
2020	Andrew Heath	2,010	45%	4%
2021	Andrew Heath	3,251	40%	3%
2022	Andrew Heath	3,251	98%	100%

Bonus entitlement waived.
Remuneration for John O’Higgins for 2018 represents his final year as Chief Executive.
PSP vesting for Andrew Heath in 2018 was adjusted due to his appointment as Chief Executive part-way through the year.
PSP vesting for Andrew Heath in 2022 was impacted by a one-off uplift to the TSR target.

Total Shareholder Return Graph

Percentage change in remuneration of the Directors

The table below shows the percentage change in remuneration for Executive Directors, Non-executive Directors, and Spectris UK-based employees between FY2021 and FY2022, and between FY2020 and FY2021.

	% change 2021–2022	% change 2020–2021	% change 2021–2022	% change 2020–2021
	Salary /Fees	Annual bonus	Salary /Fees	Annual bonus
Executive Directors
Andrew Heath	9.1%	(3.6%)	(12.7%)	3.2%
Derek Harding	3.0%	(3.6%)	(16.7%)	3.2%
Chairman and Non-executive Directors
Mark Williamson	3.0%	n/a	n/a	5.5%
Ravi Gopinath	2.4%	n/a	n/a	n/a
Alison Henwood	3.0%	n/a	n/a	n/a
Ulf Quellmann	2.4%	n/a	n/a	4.3%
Bill Seeger	1.8%	n/a	n/a	7.8%
Cathy Turner	2.4%	n/a	n/a	10.8%
Kjersti Wiklund	2.5%	n/a	n/a	11.1%
Spectris UK-based employees	6.2%	20.5%	(4.1%)	7.0%

Salary/Fees for Executive Directors in FY2022 are shown in the table above and represent the total remuneration for the year.
Annual bonus for Executive Directors in FY2022 is shown in the table above and represents the total remuneration for the year.
Salary/Fees for Non-executive Directors are reviewed annually and adjusted where appropriate to reflect market rates.
Annual bonus for Non-executive Directors is not applicable.

CEO pay ratios

The following table shows the CEO pay ratio for the financial years 2019 to 2022, calculated using Method A.

Financial year	Method	25th percentile pay ratio (lower quartile)	50th percentile pay ratio (median)	75th percentile pay ratio (upper quartile)
31 December 2019	Option A	40:1	30:1	21:1
31 December 2020	Option A	47:1	36:1	25:1
31 December 2021	Option A	64:1	45:1	32:1
31 December 2022	Option A	96:1	70:1	49:1

Remuneration for 2021 reflects the full year for Andrew Heath as Chief Executive.

The table below provides a breakdown of the remuneration for the Chief Executive and UK employees for the financial year ending 31 December 2022.

Financial year	No. of UK employees	Remuneration	Chief Executive	25th percentile employee (lower quartile)	50th percentile employee (median)	75th percentile employee (upper quartile)
31 December 2021	1,331	Base salary	£3,250,430	£30,000 FTE base salary	£40,800 FTE base salary	£55,378 FTE base salary
		Total remuneration	£3,250,430	£33,712 total FTE	£46,147 total FTE	£59,909 total FTE

The remuneration of the Chief Executive includes salary, annual bonus, STFR, and other benefits.
The remuneration of the 25th, 50th, and 75th percentile employees includes base salary and reflects the median pay for the relevant percentile.

The pay ratio reflects the total remuneration of the Chief Executive compared to the median pay of Group UK employees.

The calculation for the Chief Executive's total remuneration for the purpose of the pay ratio includes salary, annual bonus, and STFR.

The calculation for the median UK employee's remuneration for the purpose of the pay ratio includes base salary, and reflects the median pay for the relevant percentile.

The ratio for 2022 of 70:1 is calculated as £3,250,430 (CEO total remuneration) divided by £46,147 (median UK employee total remuneration).

The Chief Executive’s STFR is calculated with a greater emphasis on TSR performance, linking his remuneration more closely to shareholder interests.

Shareholder vote on Directors' Remuneration Policy

The Directors’ Remuneration Policy was approved by shareholders at the 2020 AGM. The policy continues to apply in its current form.

Shareholders are asked to vote on the Directors’ Remuneration Report for the year ended 31 December 2022.

The Directors' Remuneration Policy was approved by shareholders as part of the implementation vote on the 2022 Remuneration Report.

The graph below illustrates the percentage change in remuneration for the Chief Executive and Group UK employees between FY2021 and FY2022.

	% change 2021–2022	% change 2020–2021
Chief Executive	0%	0%
Group UK employees	6.2%	20.5%

The graph below illustrates the percentage change in remuneration for the Chief Executive and Group UK employees between FY2021 and FY2022.

	% change 2021–2022	% change 2020–2021
Chief Executive	0%	0%
Group UK employees	6.2%	20.5%

The remuneration of the Chief Executive is determined with reference to a number of factors, including external market data, internal relativities, and the company's performance. The remuneration of Group UK employees is determined by reference to market data, including pay, reward, and progression policies for our workforce and consideration of shareholders and other stakeholder views as part of designing the Remuneration Policy and its operation for the Executive Directors.# Remuneration for FY2022

Relative importance of spend on pay

The table below shows the relative importance of spend on pay between the years ended 31 December 2021 and 31 December 2022. Total employee pay

	2022 £m	2021 £m	% change
Total employees pay	1 514.0	484.0	
Dividends paid during the year	2 78.6	79.0	(0.5%)
Share buyback	191.0	201.3	(5.1%)
Capital expenditure	1,3 219.7	184.7	18.9%

Directors’ Remuneration Report

Basis of preparation and reporting

The Directors' Remuneration Report for the year ended 31 December 2022 has been prepared in accordance with the requirements of the Companies Act 2006 and the Listing Rules. The information presented in this report, including the audited sections on Directors' shareholdings and share options, has been prepared in line with the reporting requirements under Regulation 19 of The Directors’ Remuneration Report Regulations 2002. The comparative figures for 2021 are presented and these are the first year for which comparable figures are provided.

Non-executive Directors’ remuneration

Chairman and Non-executive Directors’ fees

The fees paid to Non-executive Directors for the years ended 31 December 2023, 31 December 2022 and 31 December 2021 are set out below:

	2023 £’000	2022 £’000	2021 £’000
Chairman (all-inclusive fee)	250	239	232
Non-executive Director basic fee		60	58
Senior Independent Director (‘SID’) fee	13	10	10
Chairman of the Audit and Risk Committee	15	14	14
Chairman of the Remuneration Committee	15	14	14
Workforce Engagement Director	12	12	12
Annual travel supplement to be paid to overseas-based Non-executive Directors	1	15	15

1. The Chairman’s fee includes an all-inclusive fee for his duties as Chairman of the Remuneration Committee and for his chairmanship of the Board and its remuneration committee for the year ended 31 December 2022, for which he received £10,000, and £13,000 respectively, in respect of his chairmanship of the Board and its remuneration committee for the year ended 31 December 2021, and £13,000 in respect of his chairmanship of the Board and its remuneration committee for the year ended 31 December 2021.
2. The fee is paid to the Non-executive Directors as specified.
3. Ravi Gopinath, Ulf Quellmann and Bill Seeger (all based overseas) receive an additional annual travel supplement of £15,000. The Chairman and all other Non-executive Directors are reimbursed for reasonable travel and accommodation expenses incurred in attending Board and Committee meetings.

Directors’ shareholdings and share interests (audited)

Each Executive Director is, subject to personal circumstances, required to build a retained holding of the Company’s shares, equating to a value of three times base salary, within five years of appointment. Directors are permitted to acquire shares through the Company’s share plans.

Andrew Heath and Derek Harding (appointed on 3 September 2018 and 1 March 2019 respectively) have a five-year transition period to build their retained shareholding. The table below shows their interests in the Company’s shares or not.

The table shows the interests of the Non-executive Directors (other than the Chairman) on 31 December 2022:

Interest in share plans	Director	Ordinary shares held on 31 December 2022	LTIP 1 (share options)	PSP/ DBP 2 (share options)	SIP shares 3	Total Interests in shares on 31 December 2022	Total shares counting towards shareholding requirement 4	Shareholding as a % of base salary on 31 December 2022 5	Shareholding requirement met
Andrew Heath		33,397		43,409	345	274,058		249.2%	No
Derek Harding		11,234	153,328	24,977		189,835	24,932	148.3%	No

1. LTIP awards are subject to performance conditions attached to them.
2. PSP and DBP awards are subject to vesting conditions, which are predominantly based on the achievement of the Company’s financial targets. Details of the performance conditions applicable to the PSP and DBP awards are set out in the Remuneration Committee’s report.
3. The SIP shares are held by the directors and are subject to forfeiture rules.
4. Based on shareholding plus the net of UK income tax and NI contribution value of share options held without performance conditions (see below):
* Andrew Heath’s balance includes 20,183 vested PSP share options that are currently subject to an additional retention period of two years from the date they vested, and are therefore not yet unfettered. The value of these options is included in the total interest but not counted towards the shareholding requirement. The face value of these options is £8,882,127 and £8,645,504 respectively. The market value of these awards is £11,976,248 and £11,673,868 respectively.
* The value of vested LTIP options held by Andrew Heath (£9,997,920 and £9,695,285 respectively) are not included in the shareholding requirement as they are still within the holding period.

Directors’ shareholding in the SIP

	No. of shares held at 1 January 2022	No. of Partnership shares purchased during the year	No. of Matching shares awarded during the year	Dividend shares	Total No. of shares held within the SIP as at 31 December 2022
Andrew Heath			12	8	345
Derek Harding	215		13	7	

The company offers participants the opportunity to participate in the SIP on the same terms as other Group UK employees. Under the SIP, Partnership shares may be purchased each month at market value using gross salary up to a maximum of £250 per month. For every Partnership share purchased, the Company will award one free Matching share. All shares are held in trust for the participant until they are released from the SIP, which is typically 18 months from the date of award. Between 1 January and 22 February 2023, Andrew Heath and Derek Harding purchased 9 and 10 Partnership shares respectively and both received 2 free Matching shares through the SIP. These shares are held in trust for two years and are subject to vesting conditions.

Directors’ share options (audited)

Director	Share plan	Date granted	Performance period end date	Expiry date	Exercise price (pence)	Market value per share at date of award	Face value at date of grant (£)	No. of shares subject to options at 1 January 2022	Granted during the year	Exercised during the year	Lapsed during the year	No. of shares subject to options at 31 December 2022
Andrew Heath	PSP	2,5	Sept 2018	Sept 2021	Sept 2028	5	2,378.4	508,312	7,221	–	182	7,403
		Mar 2019	Mar 2022	Mar 2029	5		1,220,000	45,710	1,172	–	34,102
	LTIP	3,5	Mar 2020	Mar 2023	Mar 2030	5	2,239.2	1,707,972		–	–	
		Mar 2021	Mar 2024	Mar 2031	5	3,144.4	1,707,975	54,318	–	–	54,318
		Mar 2022	Mar 2025	Mar 2032	5			–		–	
	DBP	4	Mar 2021	Mar 2024	Mar 2031	5	3,144.4	182,973	5,819	–	–	5,819
		Mar 2022	Mar 2025	Mar 2032	5			–	17,407	–	17,407
Total								189,344	85,074	–	34,102	240,316
Derek Harding	PSP	2,5	Mar 2019	Mar 2022	Mar 2029	5		949,977	35,593		913	9,952
	LTIP	3,5	Mar 2020	Mar 2023	Mar 2030	5	2,239.2	1,329,973	59,395	–	–	59,395
		Mar 2021	Mar 2024	Mar 2031	5	3,144.4	1,329,955		–	–	
		Mar 2022	Mar 2025	Mar 2032	5		1,372,511	–		–	
	DBP	4	Mar 2021	Mar 2024	Mar 2031	5	3,144.4	118,733		–	–	
		Mar 2022	Mar 2025	Mar 2032	5		298,998	–	11,249	–	11,249
Total								141,060	63,799	–	26,554	178,305

1. PSP awards are subject to performance conditions which are set annually by the Remuneration Committee.
2. PSP awards are subject to performance conditions which are set annually by the Remuneration Committee.
3. LTIP awards are subject to performance conditions which are set annually by the Remuneration Committee.
4. DBP awards are subject to performance conditions which are set annually by the Remuneration Committee.
5. The exercise price of the LTIP options is equal to the market price of the Company’s shares on the date of grant. The market value of the shares on the date of award was £2,378.4p (2021: £2,779.4p).# Directors’ Remuneration Report

Spectris plc Annual Report and Accounts 2022 99

STRATEGIC REPORT

GOVERNANCE

Chairman and Non-executive Directors’ interest in shares

No Director has an interest in the shares of Spectris plc. Non-Executive Directors are not remunerated by way of shares or share options and are not required to build and retain a minimum shareholding.

The table below shows the interests of Directors in the Spectris plc ordinary shares for the year ended 31 December 2022.

Current Non-executive Director	Shares held at 1 January 2022 (or date of joining)	Shares held at 31 December 2022 (or date of cessation)
Mark Williamson	17,282	17,282
Ravi Gopinath	–	–
Alison Henwood	–	947
Ulf Quellmann	2,341	2,398
Bill Seeger	3,000	3,000
Cathy Turner	1,660	2,660
Kjersti Wiklund	–	1,500

Directors’ service contracts and letters of appointment

The Executive Directors have service contracts that require 12 months’ notice from either party, or to summary notice in the event of serious breach of the Director’s obligations, dishonesty, serious misconduct or other conduct bringing the Company into disrepute. All Non-Executive Directors have letters of appointment and their terms of engagement are reviewed in accordance with the UK Corporate Governance Code.

Date of contract	Expiry date	Notice period	Length of service at 22 February 2023
Executive Director
Andrew Heath	3 Sept 2018	Rolling contract with 12 months notice	4 years 5 months
Derek Harding	1 Mar 2019	Rolling contract with 12 months notice	3 years 11 months
Non-executive Director
Mark Williamson	16 Feb 2016	Renewable at each AGM	5 years 9 months
Ravi Gopinath	1 Jun 2021	Renewable at each AGM	1 year 8 months
Alison Henwood	1 Sep 2021	Renewable at each AGM	1 year 5 months
Ulf Quellmann	1 Jan 2015	Renewable at each AGM	8 years 1 month
Bill Seeger	1 Jan 2015	Renewable at each AGM	8 years 1 month
Cathy Turner	1 Sep 2019	Renewable at each AGM	3 years 5 months
Kjersti Wiklund	19 Jan 2017	Renewable at each AGM	6 years 1 month

External appointments – Executive Directors

Executive Directors are not permitted to undertake external appointments without the prior approval of the Board. Such appointments are normally limited to one per Director at any time and must not conflict with the Director’s duties to the Company. For example, Andrew Heath (Chief Executive) is a Director of Spectris Limited and also a Director of the FTSE 100 company, Spirax-Sarco Engineering plc. For the year ended 31 December 2022, Spectris earned £20,000 in respect of Andrew Heath’s services to Spirax-Sarco Engineering plc. In 2023, the remuneration for Andrew Heath from Spirax-Sarco Engineering plc will be £20,000.

Summary of shareholder voting on Directors’ remuneration

At the 2022 Annual General Meeting, the Directors’ Remuneration Report was approved by shareholders. At the 2023 Annual General Meeting, the Directors’ Remuneration Policy was approved by shareholders. The Directors’ Remuneration Report for the year ended 31 December 2022 was approved with 95.50% of votes in favour. The Directors’ Remuneration Policy approved at the 2022 AGM was approved with 97.28% of votes in favour.

	Votes for	Votes against	Votes withheld
2022 General Meeting
2023 Directors' Remuneration Policy	18,465,494	850,779	38,488
2022 AGM
2021 Directors’ Remuneration Report	17,881,439	521,185	170,277

Directors’ interest in contracts

No Director had, during the year or at the end of the year, any material interest in any contract of significance with the Company or any of its subsidiaries, other than as disclosed in this report.

Loans to Directors

During the year, there were no outstanding loans to any Director.

Role of the Remuneration Committee

The Remuneration Committee is a committee of the Board with delegated responsibility for setting the remuneration policy for the Chairman, the Executive Directors and members of the Executive Committee, and for the practical operation of the Policy.

The Committee is responsible for the Group’s remuneration strategy, including the remuneration arrangements for the Chairman, the Executive Directors and members of the Executive Committee, and for the practical operation of the Policy. The Committee reviews the performance of senior management and takes into account workforce remuneration, relative pay and market competitiveness when setting remuneration levels. It also considers the Group’s performance and its alignment with shareholder interests.

In 2022, the Committee met four times. The Committee is responsible for overseeing the remuneration framework and reviewing the annual remuneration of executive directors and their associated rewards and incentive arrangements. The Committee’s terms of reference are reviewed annually and are available at www.spectris.com/corporategovernance.

Committee members and attendees

All members of the Committee are Non-Executive Directors. The Committee consists of: Ulf Quellmann (Chair), Mark Williamson, Bill Seeger, Cathy Turner and Kjersti Wiklund.

The Committee met four times in 2022. Outside of Committee members, the following individuals and external advisers were invited to attend meetings to provide advice to the Committee to allow it to perform its duties effectively: Andrew Heath (Chief Executive), Derek Harding (CFO), Andrew Harvey (Group Human Resources Director) and Rebecca Dunn (Head of Corporate Affairs). The Committee also engaged external remuneration advisers during the year to support the Committee’s activities.

Committee activities in 2022

January 2022
* The Committee reviewed the 2021 annual bonus plan.## Directors’ Remuneration Report

Role of the Remuneration Committee

Review of the outcomes of the Committee’s annual self-evaluation exercise.
Review of Executive Director and Executive Committee salaries and Chairman’s fee.
Agreement of Executive Directors’ 2022 bonus arrangements, target performance measures and personal objectives.
Review and approval of incentive outcomes for the 2019 Performance Share Plan (‘PSP’).
Review and approval of 2022 LTIP grant levels and target range for performance measures.
Review and approval of the 2021 Directors’ Remuneration Report.

June 2022

Review of external market practice and investor feedback on current remuneration structure.
Review of potential structures for 2023 Remuneration Policy with the Group's external remuneration adviser.

July 2022

Consideration and approval of interim LTIP awards for new joiners and promotions below Board level.
Agreement for the treatment of share awards granted to Omega employees on the divestment of the Omega business from the Spectris Group.
Review of emerging market practice on remuneration matters, led by the Committee’s external remuneration adviser.
Review of the planned structure of the Group's 2023 Remuneration Policy.

December 2022

A review of the likely formulaic outcomes of the 2022 Bonus and 2020 LTIP awards and a discussion of the need for the Committee to consider any upward or downward discretion in relation to those likely outcomes.
Review of the wider external remuneration landscape, including investor body guidelines on workforce pay and windfall gains.
Review of the Committee’s Terms of Reference.

Spectris plc Annual Report and Accounts 2022 102

In line with the requirements of the UK Corporate Governance Code to include explanation of the Company’s approach to investing in and rewarding its workforce, some of the work that the Remuneration Committee undertook during 2022 to ensure that remuneration continues to support the Company’s strategy, values and culture, is set out below.

Stakeholder Engagement Values and culture in remuneration

The Remuneration Committee has a duty to consider the interests of all stakeholders, including employees, shareholders and wider society. The remuneration framework for Executive Directors and Senior Management is designed to ensure that their interests are aligned with the long-term success of the Group and to support the Group’s values and culture. The framework is regularly reviewed to ensure it remains appropriate and effective.

The remuneration of the Executive Directors and Executive Committee members for 2022 was determined by reference to the Group’s strategic and operational objectives, the company’s values and culture, and the Group’s overall financial performance. In assessing performance against these targets, the Remuneration Committee considers a range of factors, including the overall economic environment, the performance of the Group’s underlying businesses, and the achievement of strategic goals.

The employee engagement survey was also used to obtain feedback from the workforce on remuneration and this will continue in future surveys.

Stakeholder views

The Remuneration Committee engages with shareholders and other stakeholders to understand their views on remuneration. In 2022, the Committee consulted with a number of significant shareholders regarding the Group’s remuneration structure, and the feedback received was taken into account when considering the remuneration of executive directors.

The Remuneration Committee consults with the Group's external remuneration adviser, Towers Watson, on remuneration matters. The Committee also considers the guidance issued by investors and investor bodies on remuneration.

The Remuneration Committee actively considers the alignment of remuneration with the Group's strategy and values. The Committee considers the extent to which remuneration arrangements support the Group’s long-term objectives and promote a sustainable and responsible business.

In particular, the Remuneration Committee considered the Group’s 2023 Remuneration Policy in the context of evolving market practice and investor expectations. The Committee engaged with the Group’s external remuneration adviser to ensure that the policy remains competitive and aligned with best practice.

The Committee has also given careful consideration to the guidance issued by investors and investor bodies on the management of executive remuneration and the alignment of pay with long-term shareholder interests.

Employee share ownership

Spectris is a proud advocate of employee share ownership. Due to the Group’s decentralised structure, particular importance is placed on aligning management in our businesses with the Group’s strategic objectives and shareholders’ interests. Employees in the UK are eligible to participate in the Sharesave scheme, which allows them to buy shares in the Company at a discounted price. For those employees who meet the eligibility criteria under the SIP, the Company awards one free Matching share.

Directors’ Remuneration Report 103

Gender pay gap reporting

The Group is required to report on its gender pay gap data for the UK workforce. However, the Committee considers the issue of gender pay to be a broader workforce remuneration matter and not solely an executive remuneration issue. The Committee therefore seeks to ensure that its remuneration policies and practices are fair and equitable for all employees, and that there are no gender-based pay disparities.

The Committee has reviewed the gender pay gap data and the driver for the gap is primarily due to the imbalance in the number of male and female employees in senior roles.

The Committee elected to use the data collated for the CEO pay ratio to produce a consistent gender pay gap disclosure which allows the Committee to analyse both key metrics from one source of data.

Gender pay gap	Non-Management	Management	Total
	Median	Mean	Median
Gender pay gap	18.4%	18.9%	41.2%
Bonus gap	18.8%	18.1%	53.1%
% receiving a bonus	97.8%	98.7%	100.0%

The Remuneration Committee has reviewed the gender pay gap disclosures for 2013, 2018 and 2019 and the provisions of the 2018 UK Corporate Governance Code.

Advisers to the Committee

Mercer was appointed as the Committee’s remuneration adviser and has been engaged to provide advice on remuneration matters. The Committee considers that Mercer operates with appropriate independence. During 2022, Mercer has provided advisory support to the Committee on various aspects of the Directors’ remuneration, including:

advice on emerging external market practice and stakeholder expectations relating to the 2023 Remuneration Policy and forthcoming LTIP awards.
advice on the benchmarking of executive remuneration for 2022 and 2023 awards, and
advice on the interpretation of investor body guidelines concerning remuneration outcomes.

Mercer reports directly to the Committee Chairman. During 2022, Mercer also provided certain project advisory and tax services to the Company.

Both Mercer and Aon are members of the Remuneration Consultants Group and adhere to its Code of Conduct.

The Remuneration Committee obtains independent advice to support its decision making and ensure that its recommendations are fair and reasonable. The Committee maintains a clear process for obtaining advice, to ensure that it receives objective advice during 2022.

Annual performance evaluation

The Remuneration Committee undertakes an annual review of its effectiveness and performance. Following this review and the feedback received, the Committee considered that it had operated effectively during the year.

2023 Remuneration Committee workplan

The Remuneration Committee’s workplan for 2023 includes:

the 2023 LTIP awards
the 2023 bonus and LTIP outcomes, and
monitoring of the Group’s Remuneration Policy against the Group’s strategy, market practice, changes in the external governance environment and investor guidance.

By order of the Board

Cathy Turner
Chairman of the Remuneration Committee
22 February 2023

Directors’ Remuneration Report 104

Directors’ Report

The Directors’ Report sets out the information required to be disclosed in relation to the Directors’ Remuneration Committee and the Company’s remuneration arrangements.

Overview of information required to be disclosed

The Directors’ Remuneration Committee is responsible for determining the remuneration of the Executive Directors and other senior management. The Committee’s activities during the year are set out on page 70. Following this review and the feedback received, the Committee considered that it had operated effectively during the year. The Directors' Remuneration Committee's workplan for 2023 is as follows:

the 2023 LTIP awards
2023 bonus and LTIP outcomes, and
monitoring of the Group’s Remuneration Policy against the Group’s strategy, market practice, changes in the external governance environment and investor guidance.

The Directors’ Remuneration Committee endeavours to ensure that its decisions are transparent and that shareholders are kept fully informed of the Company’s remuneration policy and practices. The Committee is committed to good corporate governance and to ensuring that executive remuneration is aligned with the long-term interests of shareholders and the success of the Company. The Directors' Remuneration Committee is supported by Aon and by Mercer, who provide independent advice during 2022. Both Mercer and Aon are members of the Remuneration Consultants Group and adhere to its Code of Conduct.

Results and dividends

The directors’ responsibility statement requires the directors to prepare financial statements for each financial period which give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that period. For the year ended 31 December 2022, the Group profit attributable to equity holders of the parent was £510.9 million (2021: £466.1 million).

An interim dividend of 24.1 pence per share was paid on 11 November 2022. The directors recommend a final dividend of 51.3 pence per share for the year ended 31 December 2022. Together with the interim dividend paid in November 2022, total dividends for the year ended 31 December 2022 will amount to 75.4 pence per share. Dividend details are given in Note 8 to the Consolidated Financial Statements on page 134.

The interim dividend will be paid on 30 June 2023 to those shareholders on the register on 19 May 2023.

Articles of Association (‘Articles’)

The Company’s Articles of Association contain provisions regarding the Company’s powers to borrow money. Powers relating to pre-emptive rights, allotment of shares and purchase of the Company’s own shares are also included in the Articles and such authorities are delegated to the Board by shareholders for shareholder approval at Annual General Meetings. The Articles also give power to the Board to appoint and remove Directors and for Directors to be elected and hold office subject to retirement by rotation and re-election at subsequent Annual General Meetings. The Articles also require Directors to be elected by shareholders on appointment and for annual re-election at subsequent AGMs. The Articles give power to the Board to appoint and remove Directors and for Directors to be elected and hold office subject to retirement by rotation and re-election at subsequent AGMs. The Articles also provide for the directors to be elected by shareholders on appointment and for annual re-election at subsequent AGMs. The Articles can be accessed on the Company’s website: www.spectris.com.

Annual General Meeting (‘AGM’)

It is intended that the 2023 AGM will be held at 3:00pm on 26 May 2023 at The Principal Hotel, Holborn Bars, 138-142 Holborn Bars, London EC1N 2SW. The Notice of Annual General Meeting containing the full agenda will be made available on the Company’s website at www.spectris.com/AnnualGeneralMeeting.

Auditor’s re-appointment and remuneration

The shareholders’ authority to re-appoint the Company’s auditor and to authorise the Directors, acting through the Audit & Risk Committee, to agree the remuneration of the auditor are to be proposed at the 2023 AGM.

Branches

The Group operates through a number of different countries in which the business operates.

Change of control

The Group is party to certain agreements which contain provisions that may be triggered upon a change of control of the Group following a takeover, such as bank loan agreements and Company share plans. None of these are considered onerous or are expected to result in any liability for the Group, or otherwise impact the business of the Group as a whole. It is also possible that funding arrangements would need to be enhanced following a change in control if that change of control resulted in a downgrade to the Group’s credit rating. The Company does not have any agreements with any Director that would provide for enhanced remuneration or other benefits in the event of a takeover bid.

Directors’ Details

Details of the Directors who served during the year are set out on pages 64 – 65 there have been no changes to the Board during the year.

Disclosure of information to auditor

The directors have taken all the steps that they ought to have taken in order to make themselves aware of any information needed by the Company’s auditor in connection with the preparation of their report and to establish that the auditor is aware of that information. So far as each of the directors is aware, there is no relevant audit information of which the Company's auditor is unaware.

Directors’ remuneration and interest

Details of Directors’ remuneration and their interest in the Company’s shares are set out in the Directors’ Remuneration Report on pages 84 to 104.

Indemnity provisions

The Group operates indemnity provisions for its Directors and officers. The Company’s Articles of Association provide for Directors to be indemnified against liabilities incurred in the performance of their duties, as well as against costs incurred in defending proceedings in which they are successful. The Company has purchased Directors’ and Officers’ liability insurance cover, which remains in force. Neither the Company’s indemnity nor insurance provides cover in the event that an act or omission is fraudulent, dishonest or involves wilful misconduct or gross negligence.

During the year and at the date of this report, the Company has in place third-party indemnity, under the Act, which remains in force.

Directors’ powers

The directors have the power exercisable by the Company to exercise all the powers of the Company subject to the Articles and the Act.

Employee share plans

Details of employee share plans are set out in Note 22 to the Consolidated Financial Statements on pages 148 to 151.

Financial instruments

Details of financial instruments are set out in the Notes to the Consolidated Financial Statements on pages 156 to 158.

Going concern and Viability Statement

Having reviewed the principal risks and uncertainties and assessed the likely future developments and strategic priorities, the Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for at least 12 months following the signing of the accounts. For this reason, it continues to adopt the going concern basis in preparing the Group’s accounts.

The Directors have prepared a Viability Statement in accordance with the UK Corporate Governance Code.

Political donations

The Group has not made any political donations or engaged in any political activity during the year ended 31 December 2022 (2021: nil).

Post balance sheet events

None.

Purchase of own shares

The Company has authority to purchase in the market ordinary shares with a nominal value of 5 pence each up to an amount not exceeding 10% of the Company’s issued share capital, as permitted under the Company’s Articles. During the year ended 31 December 2022, 6,439,493 ordinary shares were repurchased and cancelled by the Group, for an average price of 2,948.00 pence per share, as part of the £300 million share buyback programme announced in April 2022. The programme was launched as a result of our enhanced balance sheet, projections for 2022 and our capital allocation framework. The first tranche of £150 million was launched pursuant to the authority granted by the Company's shareholders at the 2021 AGM, and the further tranche of £150 million was launched, pursuant to the authority granted by the Directors to purchase shares at the 2022 AGM on 17 May 2022. The programme was completed on 17 May 2022.

This standard authority is renewable annually and the Directors will seek to renew this authority at the 2023 AGM.

Related party transactions

Details of related party transactions are set out in Note 31 to the Financial Statements on page 161.# Share capital

Each share (with the exception of those held by the Company in Treasury) carries the right to one vote at general meetings of the Company. The Company may alter its share capital by special resolution subject to the Articles and applicable laws. Details of movements in the Company’s issued share capital during the year are shown in Note 21 to the Financial Statements on page 148.

Shareholders’ rights and obligations attaching to shares

Articles of Association contain provisions governing the ownership and transfer of shares. All shareholders have equal voting rights with one vote per share and no restrictions on the transfer of shares or voting rights (under any agreement or otherwise) beyond those required by applicable law under the Articles or under any applicable share dealing policy. Subject to any special rights or restrictions, every shareholder on the register of members will have one vote for every fully-paid share that they hold. Shareholders may cast votes either personally or by proxy, and a proxy need not be a shareholder. Details relating to the appointment of proxies and registration of voting instructions for the 2023 AGM are set out in the Notice of AGM accompanying this Annual Report.

Substantial shareholders

As at 28 February 2023, the Company was aware of the following holdings in its ordinary shares in accordance with DTR 5:

Shareholding in Spectris shares	Date of notification	Percentage of issued share capital at date of notification
8,682,229	01 Jan 2020	7.48%
BlackRock	6,069,049	21 Dec 2020
UBS	5,954,961	11 Jan 2021
Massachusetts Financial Services Company	5,178,500	15 Mar 2022

Between 31 December 2022 and the date of this report, the Company has not been notified of any changes to these holdings. A list of all shareholders is set out on page 179.

Treasury shares

Shares held by the Company in treasury do not have voting rights and are not eligible to receive dividends. Disclosures required under Schedule 10 of the Companies Act 2006 other than in respect of long-term incentive schemes, details of which are set out in the Directors’ Remuneration Report on pages 84 to 104.

Disclosure of information

The Directors have sought confirmation from all Directors that:

so far as they are each aware, there is no relevant audit information, which would be needed by the Company’s auditor in connection with preparing its audit report, of which the Company’s auditor is unaware; and
each Director has taken all steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.

In witness whereof, the common seal of the Company was hereunto affixed.

Spectris plc | Annual Report and Accounts | 2023

107

The Directors’ Report in relation to the Company’s principal activities and the state of the Company’s affairs and significant events, taken as a whole, provide a fair review of the Company’s business and the position of the Company and its subsidiary undertakings.

The Directors’ Report has been prepared in accordance with the Companies Act 2006 and the UK Corporate Governance Code.

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations.

International Financial Reporting Standards (IFRS) comprise standards and interpretations approved by the International Accounting Standards Board (IASB) and the pronouncements of the IASB which have been adopted by the European Union, and are permitted to be used in the preparation of the Financial Statements. For the year ended 31 March 2023, the Directors have prepared the consolidated Financial Statements in accordance with IFRS as adopted by the EU and the Parent Company Financial Statements in accordance with UK GAAP and in accordance with the provisions of the Companies Act 2006 applicable to companies preparing their financial statements in accordance with IFRS. The Directors have also prepared the financial statements of the Company in accordance with IFRS.

The Directors have prepared the Consolidated Financial Statements and the Parent Company Financial Statements in accordance with IFRS and in accordance with the requirements of the Companies Act 2006.

The Directors have prepared the Financial Statements, including the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Financial Position, the Consolidated and Parent Company Statements of Changes in Equity, the Consolidated Statement of Cash Flows and the Consolidated Notes 1 to 33 and Parent Company Notes 1 to 14.

The Directors confirm that the Financial Statements give a true and fair view of the financial position, financial performance and cash flows of the Group and the Company.

Independent auditor’s report to the members of Spectris plc

1. Opinion

In our opinion:

the Consolidated Financial Statements and the Parent Company Financial Statements give a true and fair view of the financial position of Spectris plc and its subsidiaries and of the Parent Company as at 31 March 2023, and of the financial performance and cash flows of Spectris plc and its subsidiaries and of the Parent Company for the year then ended;
the Consolidated Financial Statements have been properly prepared in accordance with IFRS as adopted by the EU;
the Parent Company Financial Statements have been prepared in accordance with IFRS as adopted by the EU; and
the Consolidated Financial Statements and the Parent Company Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.

We also have obtained all the information and explanations which we considered necessary for the purpose of our audit.

The Consolidated Income Statement;
The Consolidated Statement of Comprehensive Income;
The Consolidated and Parent Company Statements of Financial Position;
The Consolidated and Parent Company Statements of Changes in Equity;
The Consolidated Statement of Cash Flows; and
the Consolidated Notes 1 to 33 and Parent Company Notes 1 to 14.

We have been engaged to provide an independent auditor’s report on the Group’s and the Parent Company’s Financial Statements for the year ended 31 March 2023.

2.# Basis for Opinion

We are an independent registered public accounting firm and are required by the Securities and Exchange Commission (SEC) and the U.S. Public Company Accounting Oversight Board (PCAOB) to file with you our independent auditor’s report on the consolidated financial statements of Spectris plc (the "Company") and its subsidiaries (the "Group").

We have audited the accompanying consolidated financial statements of the Company, which comprise the consolidated statements of financial position as of March 31, 2023 and 2022, the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the related notes to the consolidated financial statements.

Basis for Opinion

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”) standards and applicable SEC regulations. 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 required to be independent of the Company and to meet our other ethical responsibilities in accordance with the applicable code of conduct and rules of the SEC and the PCAOB. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Summary of Our Audit Approach

Key Audit Matters

The following are the Key Audit Matters communicated in our report.

Revenue Recognition

Revenue recognition
Audit Approach: We tested the application of the Group’s revenue recognition policy by selecting a sample of revenue transactions across different business units and geographic locations. We examined underlying contracts and supporting documentation to verify that revenue was recognized in accordance with the Group’s accounting policy and the relevant accounting standards. We also performed analytics procedures to identify any unusual trends or outliers in revenue recognition. We tested the operating effectiveness of internal controls relating to revenue recognition. Our procedures included testing the valuation of deferred revenue and accrued income. We agreed revenue recognized to underlying contracts and performance obligations.

Intangible Assets and Goodwill

Intangible asset arising from the acquisition of Concurrent Real Time as a going concern
Audit Approach: We assessed the valuation of the intangible asset recognized from the acquisition of Concurrent Real Time. We evaluated the assumptions used in the valuation model, including discount rates, projected cash flows, and other relevant assumptions, and compared them to historical performance and external market data where available. We assessed the appropriateness of the amortization period.
Goodwill and other intangible assets
Audit Approach: We assessed the impairment testing performed by management on goodwill and other indefinite-lived intangible assets. We evaluated management’s identification of cash-generating units, its determination of fair value less costs of disposal for those units, and the assumptions used in their calculations, including projections of future cash flows, growth rates, and discount rates. We also considered the acquisitive nature of the Group’s operations.

Our Conclusions Relating to Going Concern

In auditing the consolidated financial statements, we have concluded that the use of the going concern basis of accounting in the preparation of the consolidated financial statements is appropriate. Our conclusions are based on the relevant audit procedures performed and the audit evidence obtained.

Our procedures included:
* assessing the forecasts by reference to historical performance, trading run rate, and other supporting evidence, such as business disposal agreements and the current macroeconomic environment;
* recalculating and assessing the amount of cash and covenant headroom in the forecasts; and
* assessing the impact of a potential reduction in revenue and associated margin on the Group’s ability to continue as a going concern.

We have also concluded, based on the audit evidence obtained, that nothing has come to our attention to indicate that the assumptions used in the forecasts are not reasonable or that the forecasts themselves are not appropriate. However, because not all future events or conditions can be predicted with certainty, this conclusion is not a guarantee that the Company will continue as a going concern.

Our Application of Materiality

Qualitative Considerations

We assessed the materiality of items where the magnitude of the error, omission or misstatement is such that it is probable that it would influence the economic decisions of users taken on the basis of the financial statements. In assessing materiality, we consider both quantitative and qualitative factors. Qualitative factors considered include:
* The nature of the item, e.g., an error in a related party transaction or an illegal act.
* The effect of the item on key performance indicators, e.g., revenue, earnings per share and other measures.
* The effect of the item on compliance with regulatory requirements, loan covenants and other contractual arrangements.
* The impact of the item on trends and changes in trends.
* The potential for the item to mask a change in trends or earnings.
* The effect of the item on management compensation.

Quantitative Considerations

We determined materiality for the audit of the consolidated financial statements to be £28 million, representing 2.5% of Adjusted EBITDA. In our prior year, materiality was set at £31 million, representing 3.0% of Adjusted EBITDA.

We selected Adjusted EBITDA as our primary quantitative benchmark for performance measures as it is a key performance measure for management, investors and the users of the financial statements. We consider net assets to be the secondary quantitative benchmark.

Spectris plc Consolidated Financial Statements and the Group’s Adjusted EBITDA Performance Measures

Metric	2023	2022
Adjusted EBITDA	£1,119 million	£1,035 million

We have also considered materiality at the performance measure level. Adjusted EBITDA is a relevant measure for management, investors and other users of the financial statements as it is widely used to assess the financial and operating performance of the Group. We have set performance materiality for Adjusted EBITDA at £21 million.

Other Information

We have read the other information included in the Company’s Annual Report and Accounts. Our audit of the financial statements does not cover this other information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

Other matters

The consolidated financial statements of Spectris plc for the year ended March 31, 2022 were audited by another auditor.

Spectris plc
Consolidated Statement of Comprehensive Income
For the year ended March 31, 2023

(In millions of £, except per share data)

Statement of Comprehensive Income	2023	2022
Revenue	£2,688.4	£2,304.4
Cost of sales	(1,473.4)	(1,249.3)
Gross profit	1,215.0	1,055.1
Other operating income	20.9	25.2
Distribution and selling expenses	(360.5)	(313.0)
Research and development expenses	(285.6)	(265.5)
General and administrative expenses	(276.9)	(239.4)
Operating profit	412.9	257.4
Other finance income/(costs), net	(34.2)	(44.2)
Profit before tax	378.7	213.2
Income tax expense	(70.3)	(45.7)
Profit for the year	308.4	167.5
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign operations	59.6	(107.0)
Items that may not be reclassified subsequently to profit or loss:
Re-measurement of post-employment benefit obligations	(47.7)	14.9
Other comprehensive income/(expense) for the year, net of tax	11.9	(92.1)
Total comprehensive income/(expense) for the year	320.3	75.4
Profit attributable to owners of the Parent Company	308.4	167.5
Profit attributable to owners of the Parent Company	320.3	75.4
Earnings per share attributable to owners of the Parent Company:
Basic	1.63	0.89
Diluted	1.62	0.88

Spectris plc

Consolidated Statement of Financial Position

As of March 31, 2023

(In millions of £)

Consolidated Statement of Financial Position	2023	2022
ASSETS
Non-current assets
Property, plant and equipment	714.8	658.4
Goodwill	1,100.2	1,102.1
Intangible assets	787.6	777.9
Right-of-use assets	80.2	85.3
Investments	6.6	6.5
Other non-current financial assets	2.1	2.1
Deferred tax assets	50.3	47.1
Total non-current assets	2,741.8	2,679.4
Current assets
Inventories	423.2	386.7
Trade and other receivables	608.2	562.0
Contract assets	44.0	43.0
Current tax recoverable	2.4	3.2
Cash and cash equivalents	301.4	216.6
Total current assets	1,379.2	1,211.5
Total assets	4,121.0	3,890.9
LIABILITIES AND EQUITY
Current liabilities
Trade and other payables	549.6	510.0
Contract liabilities	49.9	44.5
Current tax payable	6.4	10.0
Provisions	25.9	25.1
Current financial liabilities	140.1	123.3
Total current liabilities	771.9	712.9
Non-current liabilities
Provisions	55.6	56.7
Deferred tax liabilities	46.7	56.4
Non-current financial liabilities	674.7	618.3
Total non-current liabilities	777.0	731.4
Total liabilities	1,548.9	1,444.3
EQUITY
Share capital	62.6	62.6
Share premium	415.6	415.6
Treasury shares	(22.5)	(22.5)
Other reserves	383.6	347.1
Retained earnings	1,748.2	1,624.0
Total equity attributable to owners of the Parent Company	2,587.5	2,426.8
Total equity	2,587.5	2,426.8
Total liabilities and equity	4,121.0	3,890.9

Conclusions Relating to Going Concern

Key Audit Matters

Revenue Recognition

Audit Approach: We tested the application of the Group’s revenue recognition policy by selecting a sample of revenue transactions across different business units and geographic locations. We examined underlying contracts and supporting documentation to verify that revenue was recognized in accordance with the Group’s accounting policy and the relevant accounting standards. We also performed analytics procedures to identify any unusual trends or outliers in revenue recognition. We tested the operating effectiveness of internal controls relating to revenue recognition. Our procedures included testing the valuation of deferred revenue and accrued income. We agreed revenue recognized to underlying contracts and performance obligations.

Note 1 to the Consolidated Financial Statements sets out the Group’s accounting policy for revenue recognition and notes 2 and 3 include details of the Group’s revenue by segment and timing of revenue recognition.

Other audit matters

Our application of materiality

We determined materiality for the audit of the consolidated financial statements to be £28 million, representing 2.5% of Adjusted EBITDA. In the prior year, materiality was set at £31 million, representing 3.0% of Adjusted EBITDA.

Spectris plc Adjusted EBITDA Performance Measures

Metric	2023	2022
Adjusted EBITDA	£1,119 million	£1,035 million

Other matters

The consolidated financial statements of Spectris plc for the year ended March 31, 2022 were audited by another auditor.# Spectris plc 2023 Annual Report

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes thereto, which are included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the "Risk Factors" section of this report.

Critical Audit Matters

In planning and performing our audit of the consolidated financial statements, we considered the Group's internal control over financial reporting (ICFR) as a basis for designing our auditing procedures that are appropriate in the circumstances for the purpose of expressing our opinion on the consolidated financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. Accordingly, we do not express an opinion on the effectiveness of the Group’s ICFR.

Our audit of the consolidated financial statements was performed in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether caused by error or fraud.

Critical Audit Matters (Continued)

Existence and valuation of intangible assets; and
Completeness and valuation of provisions.

The following are the critical audit matters (CAMs) to be communicated in accordance with the standards of the Public Company Accounting Oversight Board (PCAOB). CAMs are matters arising from the current period audit of the consolidated financial statements that involved especially challenging, subjective or complex auditor judgment. The manner in which we addressed the CAM is the response to the CAM; and does not affect our conclusion on the consolidated financial statements.

We are required to describe any CAMs in our report in order to provide further information about the most significant matters in the audit.

Critical Audit Matters (Continued)

We are required to describe the nature and rationale for the identification of each CAM, and how the audit procedures performed addressed that CAM.

| Critical Audit Matter # Responsibilities of directors

The responsibilities of directors include the responsibility to ensure that the parent company's consolidated financial statements present a true and fair view and are prepared in accordance with International Financial Reporting Standards as adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the United Kingdom, and in accordance with the provisions of the Companies Act 2006 as applicable to the financial statements of a holding company. In addition, they are responsible for such internal control as they determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. As stated in the "Basis for opinion" section of our auditor's report, the audit was conducted in accordance with International Standards on Auditing (UK) as issued by the Auditing Practices Board for use in the United Kingdom. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our auditor's report. 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. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. In addition, we have a responsibility to report on the following matters if so required by the Companies Act 2006. We are required by the Financial Reporting Council to report in terms of our opinion on the directors’ remuneration report. We are also required to report on the extent to which the audit was considered capable of detecting irregularities, including fraud and error.

11. Extent to which the audit was considered capable of detecting irregularities, including fraud

The audit of financial statements in accordance with ISAs (UK) is designed to provide reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. The auditor’s responsibilities for detecting fraud and error are similar to those for detecting material misstatements due to error. However, audits are not designed to detect all fraud or error. 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. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. In addition, we have a responsibility to report on the following matters if so required by the Companies Act 2006. We are required by the Financial Reporting Council to report in terms of our opinion on the directors’ remuneration report. We are also required to report on the extent to which the audit was considered capable of detecting irregularities, including fraud and error.

Our audit is designed to address the risks of material misstatement due to fraud or error. The extent to which our audit was considered capable of detecting irregularities, including fraud, relates to the following:

the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.

Our audit is designed to obtain reasonable assurance that the financial statements are free from material misstatement, whether due to fraud or error. The auditor’s responsibilities for detecting fraud and error are similar to those for detecting material misstatements due to error. However, audits are not designed to detect all fraud or error. 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. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. In addition, we have a responsibility to report on the following matters if so required by the Companies Act 2006. We are required by the Financial Reporting Council to report in terms of our opinion on the directors’ remuneration report. We are also required to report on the extent to which the audit was considered capable of detecting irregularities, including fraud and error.

the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
the nature of the industry and sector, control environment and business performance
- the group’s exposure to and the nature of the group’s financial instruments, significant financial assets and liabilities, and related party transactions;
- remuneration, bonus levels and performance targets;
internal control systems and business activities
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.
management and internal control systems
the extent of any internal audit work and the extent to which the audit of the Parent Company’s financial information, including the consolidated financial information, has been facilitated by the work of the Parent Company’s management and internal audit functions;
- whether the Parent Company’s internal control systems are operating effectively in practice.

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:

Directors’ remuneration report
- The directors’ remuneration report has been properly prepared in accordance with the Companies Act 2006.
Corporate Governance Statement
- The directors’ statement on fair, balanced and understandable set out on page 108;
The directors’ statement regarding compliance with the UK Corporate Governance Code for the period ended 31 December 2023, and containing information about the company’s compliance with the provisions of the code as set out on page 81; and
The directors’ statement regarding compliance with the UK Corporate Governance Code for the period ended 31 December 2023, and containing information about the company’s compliance with the provisions of the code as set out on page 81.

14. Matters on which we are required to report by exception

We are required to report in terms of our opinion if:

Insufficient information has been obtained from the branches not visited by us; or
The directors’ remuneration report and the part of the directors’ remuneration report that is subject to audit, have not been properly prepared in accordance with the Companies Act 2006.

We have nothing to report in respect of these matters.

Spectris plc | Directors’ Remuneration Report | 114

14. Matters on which we are required to report by exception

Opinion on Directors’ Remuneration Report

We are required to report in terms of our opinion if:

We have not obtained sufficient information from the branches not visited by us; or
The directors’ remuneration report, and the part of the directors’ remuneration report that is subject to audit, have not been properly prepared in accordance with the Companies Act 2006.

We have nothing to report in respect of these matters.# 15. Other matters which we are required to address

The Consolidated Financial Statements have been prepared on a historical cost basis except for items that are required by International Financial Reporting Standards (‘IFRS’) to be measured at fair value, principally certain financial instruments.

16. Use of our report

This report is made solely to the company’s members as a body and for no other purpose. We do not assume or accept any 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.

Our audit opinion has been formed on the basis of the information obtained through our audit work.

To the extent the audit report to be published includes a statement under Section 497(2) of the Companies Act 2006, this audit report has been prepared for the benefit of the members of Spectris plc as a body, in accordance with Part 16 of the Companies Act 2006, and for no other purpose.

Consolidated Income Statement

For the year ended 31 December 2022

Note	2022 £m (Restated)	2021 £m
Continuing operations
Revenue	2,3	1,327.4
Cost of sales		(576.6)
Gross profit		750.8
Indirect production and engineering expenses		(114.1)
Sales and marketing expenses		(233.0)
Administrative expenses		(231.1)
Operating profit	2,4	172.6
Other finance income, fair value gains on derivative financial instruments	27	(4.1)
Remeasurement of puttable share awards	24	0.3
Financial income	6	1.9
Finance costs	6	(19.2)
Profit before tax		151.5
Taxation charge	7	(36.7)
Profit for the year from continuing operations		114.8
Profit for the year from discontinued operations	24	286.7
Profit for the year		401.5
Profit attributable to owners of the parent
Basic	9	106.7p
Diluted	9	106.0p
Profit attributable to non-controlling interests
Basic	9	373.1p
Diluted	9	370.7p
Earnings per share attributable to ordinary equity holders of the parent
(per share)	8	75.4p
Adjusted earnings per share
(Adjusted EPS)	8	72.9p

The above Consolidated Income Statement should be read in conjunction with the accompanying notes.

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2022

Note	2022 £m	2021 £m
Profit for the year from continuing operations		401.5
Items that may be reclassified to profit or loss:
Other comprehensive income:
Gains/(losses) on cash flow hedges	12	5.0
Gains/(losses) on revaluation of hedging instruments	7	(4.0)
Net deferred tax (charge)/credit		14.1
Items that will not be reclassified to profit or loss:
Actuarial gains/(losses) on defined benefit pension schemes	32.9	(34.4)
Other comprehensive income/(loss) for the year, net of tax		18.8
Total comprehensive income/(loss) for the year		434.4

Consolidated Statement of Changes in Equity

For the year ended 31 December 2022

Note	Share capital £m	Share premium £m	Retained earnings £m	Translation reserve £m	Hedging reserve £m	Merger reserve £m	Capital redemption reserve £m	Total £m
Balance at 1 January 2022	5.8	231.4	957.6	66.2	(3.5)	3.1	0.7	1,261.3
Profit for the year	–	–	401.5	–	–	–	–	401.5
Other comprehensive income – net of tax	–	–	12.7	19.8	0.4	–	–	32.9
Total comprehensive income	–	–	414.2	19.8	0.4	–	–	434.4
Movements in equity other than those recognised in profit or loss:
Reclassification of prior year dividend	8	–	–	(78.6)	–	–	–	–
Share-based payment share awards	21	(0.3)	–	(191.0)	–	–	–	0.3
Share issue costs	22	–	–	10.6	–	–	–	–
Other		–	–	0.2	–	–	–	–
Balance at 31 December 2022	5.5	231.4	1,113.0	86.0	(3.1)	3.1	1.0	1,436.9

Note	Share capital £m	Share premium £m	Retained earnings £m	Translation reserve £m	Hedging reserve £m	Merger reserve £m	Capital redemption reserve £m	Total £m
Balance at 1 January 2021	6.0	231.4	882.6	98.0	(1.9)	3.1	0.5	1,219.7
Profit for the year	–	–	346.9	–	–	–	–	346.9
Other comprehensive loss – net of tax	–	–	(1.0)	(31.8)	(1.6)	–	–	(34.4)
Total comprehensive (loss)/income	–	–	345.9	(31.8)	(1.6)	–	–	312.5
Movements in equity other than those recognised in profit or loss:
Reclassification of prior year dividend	8	–	–	(79.0)	–	–	–	–
Share-based payment share awards	21	(0.2)	–	(201.3)	–	–	–	0.2
Share issue costs	22	–	–	9.1	–	–	–	–
Other		–	–	0.3	–	–	–	–
Balance at 31 December 2021	5.8	231.4	957.6	66.2	(3.5)	3.1	0.7	1,261.3

Consolidated Statement of Financial Position

As at 31 December 2022

Note	2022 £m	2021 £m
ASSETS
Non-current assets
Property, plant and equipment	10	606.1
Intangible assets	10	184.1
Investments in joint ventures	11	160.7
Right-of-use assets	11	59.7
Property held for investment in financial assets	12	29.3
Property held for investment in financial assets	27	18.9
Investment in associate	12	2.9
Customer contract assets, financial assets	27	0.4
Other non-current assets	14	4.2
Deferred tax assets	20	16.2
		1,082.5
Current assets
Inventories	13	263.3
Current tax assets	8.6	5.7
Trade and other receivables	14	362.5
Customer contract assets, financial assets	27	1.3
Cash and cash equivalents	15	228.1
Assets held for sale	24	1.7
		865.5
Total assets		1,948.0
LIABILITIES
Non-current liabilities
Lease liabilities	16	(0.1)
Customer contract liabilities, financial liabilities	27	(2.3)
Trade and other payables	17	(373.7)
Other non-current liabilities	(14.9)	(16.6)
Deferred tax liabilities	(14.2)	(28.1)
Provisions	18	(12.8)
		(418.0)
Current liabilities
Lease liabilities	17	(13.8)
Customer contract liabilities, financial liabilities	27	(0.2)
Trade and other payables	(50.2)	(49.3)
Provisions	18	(4.4)
Borrowings	19	(8.9)
Deferred tax liabilities	20	(15.6)
		(93.1)
Total liabilities		(511.1)
Net assets		1,436.9
EQUITY
Share capital	21	5.5
Share premium	23	1.4
Retained earnings		1,113.0
Translation reserve	21	86.0
Hedging reserve	21	(3.1)
Merger reserve	21	3.1
Capital redemption reserve	21	1.0
Total equity attributable to owners of the parent		1,436.9

The consolidated financial statements were approved by the Board of Directors on 24 February 2023.

Derek Harding
Chairman of the Audit Committee
24 February 2023

1. Notes to the consolidated financial statements

Basis of preparation

a) Basis of accounting

The Consolidated Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and UK adopted IFRSs. The Consolidated Financial Statements set out on pages 116 to 166 have been prepared using consistent accounting policies. In the current year there are no new standards and interpretations that have had a material impact on the Group’s Statement of Financial Position.

These Consolidated Financial Statements are presented in millions of Sterling rounded to the nearest one decimal place.

Basis of consolidation

The Consolidated Financial Statements set out the Group’s financial position as at 31 December 2022 and the Group’s financial performance for the year ended 31 December 2022, which incorporate the Financial Statements of Spectris plc and its subsidiaries and include its share of the results of associates using the equity method of accounting. The Group recognises its direct rights to (and its share of) jointly held assets, liabilities, revenues and expenses of joint operations under the appropriate headings in the Consolidated Financial Statements.

i. Subsidiaries

A subsidiary is an entity that is controlled by another entity, known as the parent or investor (such as the Group). An investor controls an investee when the investor is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee.

The results of subsidiaries acquired or disposed of during the year are consolidated from and up to the date of change of control. Where necessary, accounting policies of subsidiaries have been aligned with the policies adopted by the Group. All intra-group balances and transactions including any gains or losses, income or expenses of joint operations are eliminated in full on consolidation.

The Group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between the aggregate of the fair value of the consideration received and the amount of the assets (including goodwill and intangibles) and liabilities of the subsidiary and any non-controlling interests.

All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated. Unrealised losses are eliminated in the same way as unrealised gains except that they are only eliminated to the extent that there is no evidence of impairment.

ii. Associates

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

The results and assets and liabilities of associates are incorporated in these Financial Statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

	2022 £m	2021 £m
Other
Statement of Cash Flows
Notes to the Accounts
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Spectris plc
Going concern
In determining the basis of preparation for the Consolidated Financial Statements, the Directors have considered the Group’s available resources, current business activities and factors likely to impact on its future development and performance, including the impact of COVID-19 and Climate Change on the Group, which are described in the Chief Executive’s Review, Financial Review and Operating Review.
The Group’s business activities, together with factors likely to affect its future development and the Group performance and financial position, are set out in the Strategic Report on pages 2 to 59.
The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review on pages 30 to 33. In addition, note 26 to the Financial Statements include 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 exposure to credit risk and liquidity risk.

	2022 £m	2021 £m
Cash generated from operations	25166.8	191.6
Net income taxes paid	(46.8)	(32.2)
Cash generated from operations	120.0	159.4
Other
Other	(44.9)	(35.3)
Interest paid	13.4	–
Dividends received	–	0.1
Total cash generated from operations	(114.7)	(135.5)
Purchase of investment in associate	(2.9)	–
Other	–	38.3
Other	5.4	333.7
Interest received	1.9	0.5
Cash generated from operations	218.2	201.8
Other	(1.4)	(3.4)
Other	(2.5)	(1.8)
Dividends paid	(78.6)	(79.0)
Total cash generated from operations	(191.0)	(201.3)
Net proceeds from exercise of share options	0.2	0.3
Other	(13.9)	(13.0)
Other	326.2	70.0
Other	(326.8)	(169.8)
Cash generated from operations	(287.8)	(398.0)
Cash generated from operations	50.4	(36.8)
Cash generated from operations	167.8	210.9
Effect of foreign exchange rate changes	9.9	(6.3)
Cash generated from operations	228.1	167.8

Consolidated Statement of Cash Flows

For the year ended 31 December 2022

Notes to the Accounts

GOVERNANCE

FINANCIAL STATEMENTS# Consolidated Financial Statements

Notes to the Consolidated Financial Statements

3. Financial Instruments and Financial Risk Management

The Group finances its operations from retained earnings and, where appropriate, from third-party borrowings. The total bank borrowings as at 31 December 2022 amounts to £0.1 million (2021: £nil).

As at 31 December 2022, the Group had £414.9 million of committed facilities, consisting entirely of a $150 million multi-currency revolving credit facility (‘the RCF’) maturing in July 2025. The RCF was undrawn at 31 December 2022 (2021: undrawn).

The RCF has a leverage (covenant defined net debt/EBITDA) covenant of up to 3.5x. The Group regularly monitors its financial position to ensure that it remains within the terms of its banking covenants.

At 31 December 2022, there was net finance income for covenant purposes of £0.1 million, resulting in the interest cover ratio being n/a (31 December 2021: 67 times). The minimum covenant interest cover requirement is 3.75 times (covenant defined earnings before interest, tax and amortisation divided by net finance charges). Leverage (covenant defined earnings before interest, tax, depreciation, and amortisation divided by net cash) was less than zero (31 December 2021: less than zero), due to the Group’s net cash position, against a maximum permitted leverage of 3.5 times.

In addition to the above, at 31 December 2022, the Group had a cash and cash equivalent balance of £228.1 million. The Group also had various uncommitted facilities and bank overdraft facilities available. Gross debt was £0.1 million, resulting in a net cash position of £228.0 million, an increase of £60.2 million from £167.8 million at 31 December 2021.

Going Concern

The Group has prepared and reviewed cash flow forecasts for the period to 31 December 2027, which reflect forecasted changes in revenue across its businesses and performed a reverse stress test of the forecast to determine the extent of downturn which would result in insufficient liquidity or a breach of banking covenants. Revenue would have to reduce by 31% over the period under review for the Group to run out of liquidity headroom. The reverse stress test does not take into account further mitigating actions which the Group would implement in the event of a severe and extended revenue decline, such as cancelling the dividend or reducing capital expenditure. This assessment indicates that the Group can operate within the level of its current facilities, as set out above, without the need to obtain any new facilities for a period of not less than 12 months from the date of this report.

4. Investments in Associates and Joint Ventures

Investments in Associates

Under the equity method, an investment in an associate is recognised initially in the Consolidated Statement of Financial Position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate. When the Group’s share of losses of an associate exceeds the Group’s interest in that associate, the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate is accounted for using the equity method from the date on which the investor becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

Joint Operations

Joint arrangements are contractual arrangements which the Group has entered into with one or more parties to undertake an economic activity that is subject to joint control.Joint control is the contractually agreed sharing of control over an economic activity, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the assets and obligations for the liabilities, relating to the arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. As a result, the Group recognises its interests in the joint operation, including its share of any assets, liabilities, revenue and expenses of the joint operation. The Group accounts for the assets, liabilities, revenue and expenses relating to its interest in a joint operation in accordance with the IFRS Standards applicable to the particular assets, liabilities, revenue and expenses. When a Group entity transacts with a joint operation in which a Group entity is a joint operator (such as a purchase of assets), the Group does not recognise its share of the gains and losses until it resells those assets to a third party.

Notes to the Accounts
Spectris plc
120 Notes to the Accounts

Following this assessment, the Board of Directors are satisfied that the Group has sufficient resources to continue in operation for a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in relation to this conclusion and preparing the Consolidated Financial Statements. There are no key sensitivities identified in relation to this conclusion. Further information on the going concern of the Group can be found on page 39 in the Viability Statement.

Climate risks reflected in the Consolidated Financial Statements

The Consolidated Financial Statements have been prepared with full consideration of both physical and transitional risks resulting from climate change, our journey towards achieving our net zero ambition and in accordance with our Task Force for Climate Change Related Financial Disclosures (‘TCFD’) report.

In conjunction with our net zero ambition and TCFD report a review has been performed in the following areas that are deemed most at-risk of being impacted by climate change:

Going concern – The Group has reviewed sensitivities to future cash flows and discount rates aligned with our principal risks and uncertainties. The review covered sensitivities with respect to potential loss of revenue, associated profits and cash flows due to Spectris, its customers and/or its suppliers making different choices in the achievement of net zero objectives, the potential impact that moving to a more sustainable supply chain may have on profits and cashflows, and the cash flows of mitigating potential physical risks, such as potential site moves resulting from increased water levels.

Intangible assets – The Group has assessed future economic benefits, predominantly technology related to our product portfolio and the transition risk to our scope 1 and 2 net zero ambitions. This incorporates any known change or potential change from our customers in our scope 3 ambitions.

Property, plant & equipment, remeasurement of leases and intangible assets – The Group has reviewed the useful economic life of these non-current assets with respect to the physical risk of our sites resulting from flooding and the transition to carbon neutrality and has validated that all of our property, plant and equipment, lease right of use assets and intangible assets have been checked to ensure that useful economic lives are in line with current and foreseeable transition plans.

Inventories and associated provision for obsolescence – The Group has performed reviews taking into account the potential risks and subsequent impact of transitioning our product range to the use of sustainable raw materials and having considered the support to our customers and suppliers in achieving their scope 3 ambitions.

For all the aforementioned climate risks, the Group considers that it is too early to foresee any adjustment to carry forward carrying value for the year ended 31 December 2022 and that the sensitivities used to test going concern adequately cover foreseeable risks.

New standards and interpretations adopted

In the current year there are no new standards and interpretations that have had a material impact on the Group’s Statement of Financial Position.

New accounting standards and interpretations not yet adopted

At the date of authorisation of these Consolidated Financial Statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective:

Amendments to IAS 16 Property, plant and equipment – proceeds before intended use
Annual Improvements to IFRS Standards 2018-2020 Cycle
Amendments to IFRS 1 first-time adoption of international financial reporting standards, IFRS 9 financial instruments, IFRS 16 leases, and IAS 41 agriculture
Amendments to IFRS 3 (May 2020) Reference to the conceptual framework
Amendments to IAS 37 (May 2020) Onerous# Notes to the Accounts

Strategic report

Governance

Financial Statements

Spectris plc

Notes to the Accounts

Significant accounting judgements and estimates

In determining and applying accounting policies, judgement is of ten required where the choice of specific policy, assumption or accounting estimate to be followed could materially affect the reported amounts of assets, liabilities, income and expenses, should it be determined that a different choice be more appropriate. Estimates and assumptions are reviewed on an ongoing basis and are based on historical experience and various other factors that are believed to be reasonable under the circumstances, including the impact of COVID-19 and climate change on the Group.

Critical accounting judgements

There are no critical accounting judgements at 31 December 2022.

Key sources of estimation uncertainty

Management considers the following to be the source of estimation uncertainty for the Group at the end of the current reporting period due to the risk of causing a material change to the carrying amount of assets and liabilities within the next year.

i) Retirement benefit plans

Accounting for retirement benefit plans under IAS 19 (revised) requires an assessment of the future benefits payable in accordance with actuarial assumptions. The discount rate and rate of

Strategic Report	Governance	Financial Statements	Spectris plc
			121

Notes to the Accounts

Recoverable amount of assets

The estimate of recoverable amount requires significant assumptions to be made and is based on a number of factors, such as the near-term business outlook for the CGU, including both its scope operating profit and operating cash flow performance. Where the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognised in the Consolidated Income Statement. 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. Goodwill disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the CGU retained.

Intangible assets and amortisation

The cost of acquiring software (including associated implementation costs where applicable) that is not specific to an item of property and equipment is classified as an intangible asset. The Group only capitalises costs relating to the configuration and customisation of SaaS arrangements as intangible assets where control of the software exists.

Self-funded research and development costs are charged to the Consolidated Income Statement in the year in which they are incurred, unless development expenditure meets certain strict criteria for capitalisation. These criteria include demonstration of the technical feasibility, intention of completing a new intangible asset that is separable, the ability to measure reliably the expenditure attributable to the intangible asset during its development phase and that the asset will generate probable future economic benefits. From the point where expenditure meets the criteria, development costs are capitalised and amortised over the useful economic lives of the assets to which they relate.

Intangible assets arising from a business combination that are separable from goodwill are recognised initially at fair value at the date of acquisition. Other acquired intangible assets (including software not specific to an item of property, plant and equipment) are initially recognised at cost (plus any associated implementation costs where applicable). Subsequent expenditure is capitalised only when it increases the future economic benefits, otherwise it is expensed as incurred.

Amortisation of intangible assets is charged to administrative expenses in the Consolidated Income Statement on a straight-line basis over the shorter of the estimated useful economic life (determined on an asset-by-asset basis) or contractual life. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimates being accounted for on a prospective basis.The estimated useful lives are as follows:
* software – three to seven years;
* operating assets, contractual rights and technology – up to 11 years, dependent upon the nature of the underlying operating lease; and
* focus customer-related and trade name assets – three to 20 years, dependent upon the payment upon the underlying operating contractual arrangement and specific circumstances such as customer retention experience. An intangible asset is derecognised on disposal, or when no future economic benefit is expected from use or disposal. Retail price inflation (‘RPI’) assumptions applied in the calculation of pension liabilities represent a key source of estimation uncertainty for the Group. Details of the related sensitivities are set out on page 146 and the accounting policies applied in respect of retirement benefit plans are set out on page 126.

Climate change is referred to in the Risk Management and Sustainability sections of the Strategic Report. Spectris is well placed to embrace this global challenge and, although we acknowledge the risks to businesses and trades, we do not consider climate change creates any further key sources of estimation uncertainty at this time.

b) Summary of significant accounting policies

All accounting policies set out below have been applied consistently by Group entities to all years presented in these Consolidated Financial Statements.

Business combinations and goodwill

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group and the liabilities incurred by the Group to the former owners of the acquiree. The identifiable assets acquired, and the liabilities assumed are recognised at their fair value at the acquisition date. Transaction costs on a business combination are expensed as incurred in the Consolidated Income Statement and treated as an adjusting item for the purposes of alternative performance measures (see appendix to the Consolidated Financial Statements).

Goodwill represents the excess of the fair value of the purchase consideration for the interests in a subsidiary over the Group's share of identifiable net assets, liabilities and contingent liabilities acquired. Where the fair value of the Group’s share of identifiable net assets acquired exceeds the fair value of the consideration, the difference is recognised immediately in the Consolidated Income Statement. Contingent consideration is initially recognised as a liability with changes to estimates of contingent consideration reflected in operating profit unless they occur during the 12-month measurement period, in which situation the amount of goodwill recognised on the acquisition is adjusted if they are the result of obtaining additional information about facts and circumstances that existed at the acquisition date. Adjustments to contingent consideration are treated as an adjusting item for the purposes of alternative performance measures (see appendix to the Consolidated Financial Statements).

Goodwill arising on the acquisition of a business is tested annually for impairment. Goodwill is not amortised, and any impairment losses are not subsequently reversed. The net book value of goodwill at the date of transition to IFRS has been treated as deemed cost. On the subsequent disposal or discontinuance of a previously acquired business, the relevant goodwill is dealt with in the Consolidated Income Statement except for the goodwill already charged to reserves.

Goodwill is allocated on acquisition to cash generating units (‘CGUs’) that are anticipated to benefit from the combination. Goodwill is tested for impairment by assessing the recoverable amount of the CGU to which the goodwill relates and comparing it against the net book value. This estimate of recoverable amount is determined annually and additionally when there is an indication that a CGU may be impaired. The Group’s identified CGUs are equivalent to or smaller than the reportable operating segments in note 2.

Property, plant and equipment and depreciation

Property, plant and equipment is stated at cost less accumulated depreciation and impairment losses. The cost comprise the purchase price paid and any costs directly attributable to bringing it into working condition for its intended use. Intangible assets arising from a business combination are recognised initially at fair value at the date of acquisition.

Depreciation is recognised in the Consolidated Income Statement on a straight-line basis to write off the cost, less its estimated residual value (which is reviewed annually) of property, plant and equipment over its estimated useful economic life.# Depreciation

Depreciation commences on the date the assets are available for use, and the asset carrying values are reviewed for impairment when there is an indication that they may be impaired. The depreciation charge is revised where useful lives are different from those previously estimated, or where technically obsolete assets are required to be written down. Where parts of an item of plant and equipment have separate lives, they are accounted for and depreciated as separate items. Land is not depreciated.

Estimated useful lives are as follows:

freehold and long leasehold property – 20 to 40 years;
short leasehold property – over the period of the lease; and
plant and equipment – three to 20 years.

Borrowing Costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalised as part of the cost of the respective asset.

Impairment of Property, Plant and Equipment

At each reporting date, the Group reviews its intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any).

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

Leases

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets. For these leases, the Group recognises the lease payment as an operating expense on a straight-line basis over the term of the lease.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise: fixed lease payments (including in substance fixed payments), less any lease incentives; variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date; the amount expected to be payable by the lessee under residual value guarantees; the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made. The lease liability is presented as a separate line in the Consolidated Statement of Financial Position.

Right-of-use assets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated over the shorter period of lease term and useful life of the underlying asset. When the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the conditions required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. The right-of-use assets are presented as a separate line in the Consolidated Statement of Financial Position.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset) whenever: the lease term has changed or there is a change in the assessment of exercise of a purchase option, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate; the lease payments have changed due to changes in an index or rate or a change in expected payment under a guarantee or residual value, in which case the lease liability is re-measured by discounting the revised payments using a revised discount rate; or the lease payments have changed due to changes in an index or rate or a change in expected payment under a guarantee or residual value, in which case the lease liability is re-measured by discounting the revised payments using a revised discount rate.lease payments using the initial discount rate; or a lease contract is modified, in which case the lease liability is re-measured by discounting the revised lease payments using a revised discount rate. The interest portion of lease payments is presented under financing activities in Consolidated Statement of Cash Flows.

Notes to the Accounts



Trade and other payables

Trade and other payables principally comprise amounts outstanding for trade purchases and ongoing costs. These are recognised at the amounts expected to be paid to counterparties and subsequently held at amortiscost.

Provisions

A provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or construcctive obligation as a result of a past event and it is probable that an outflow of resour, that can be reliably measured, will be required to settle the obligation. In respect of warranties, a provision is recognised when the underlying producervices are sold. Provisions are recognised at an amount equal to the best ess expect of the expenditure required to settle the Group’s liability. A contingent liability is disclosed where the existence of the obligation will only be confirmed by future events or where the amount of the ob ligation cannot be measured with reasonable reliability. Contingent assets are not recognised but are discloseonomic benefit is probable. Obligations arising from restructuring plans are recognised when detailed formal plans have been established and when there is a valid expectation that such a plan will be carried out.

Tax on the profit or loss for the year comprises both current and deferred ta

T Consolidated Income Statement, except to the extent that it relates to items recognised either in other comprehenthe Consme or the Cons Consolidated Statement of Changes in Equity, respectively.

Current tax is the expectee on the taxable income for the year, using tax rates enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or substantively enacted or# Trade and Other Receivables

Trade and other receivables are carried at original invoice amount (which is considered a reasonable proxy for fair value) and are subsequently held at amortised cost, less any impairment provision for impairment. The provision for impairment of receivables is based on lifetime expected credit losses. Lifetime expected credit losses are calculated by assessing historical credit loss experience, adjusted for factors specific to the receivable and operating company. The movement in the provision is recognised in the Consolidated Income Statement.

Cash and Cash Equivalents

Cash and cash equivalents comprise cash at bank and in hand and short-term deposits held on call or with maturities of less than three months at inception. 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 equivalents for the purposes of the Consolidated Statement of Cash Flows.

Assets, Liabilities and Disposal Groups Held for Sale

Assets, liabilities and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell.

Assets, liabilities and disposal groups are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than continuing use. This condition is regarded as met only when the sale is highly probable, and the asset (or disposal group) is available for immediate sale in its present condition and when management is committed to the sale, which is expected to qualify for recognition as a completed sale within one year from the date of classification.

When the Group is committed to a sale plan involving loss of control of a subsidiary, all the assets and liabilities of that subsidiary are classified as held for sale when the criteria described above are met, regardless of whether the Group will retain a non-controlling interest in it after the sale.

When the Group is committed to a sale plan involving disposal of an investment in an associate or, a portion of an investment in an associate, the investment, or the portion of the investment in the associate that will be disposed of is classified as held for sale when the criteria described above are met. The Group then ceases to apply the equity method in relation to the portion that has not been classified as held for sale. Any retained portion of an investment in an associate that has not been classified as held for sale continues to be accounted for using the equity method.

Additional income taxes that arise from the distribution of intra-group dividends are recognised at the same time as the liability to pay the related dividend.

Foreign Currency Translation

The functional currency for each entity in the Group is determined with reference to the currency of the primary economic environment in which it operates. Transactions in currencies other than the functional currency are initially recorded at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the Consolidated Statement of Financial Position date. Exchange gains and losses on settlement of foreign currency transactions are determined using the rate prevailing at the date of the transactions, or the translation of monetary assets and liabilities at period end exchange rates and are charged/credited to the Consolidated Income Statement. Non-monetary assets and liabilities denominated in foreign currencies that are stated at historical cost are translated to the functional currency at the foreign exchange rate ruling at the date of the transaction.

On consolidation, the Income Statement items of subsidiaries are translated into Sterling at average rates of exchange. Statement of Financial Position items are translated into Sterling at year-end exchange rates. Exchange differences on the retranslation are taken to the translation reserve within equity. Exchange differences on foreign currency borrowings designated as a hedge of the Group’s exposure to changes in foreign exchange rates are reported in the Consolidated Statement of Comprehensive Income. All other exchange differences are charged or credited to the Consolidated Income Statement in the year in which they arise. On disposal of an overseas subsidiary, any cumulative exchange movement relating to that subsidiary held in the translation reserve are transferred to the Consolidated Income Statement.

Derivatives

Derivative financial instruments may be purchased to hedge the Group’s exposure to changes in foreign exchange rates. The accounting policies applied in these circumstances are described below. Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.# Exchange differences arising are recognised in other comprehensive income.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value of consideration received less directly attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are measured at amortised cost with any difference between cost and redemption value being recognised in the Consolidated Income Statement over the period of the borrowings on an effective-interest basis.

Finance costs

Finance costs comprise the interest payable on borrowings calculated using the effective-interest method, the unwinding of discount factor on lease liabilities and the unwinding of discount factor on deferred or contingent consideration. Financial income comprises interest income on cash and invested funds, together with interest from the joint venture, and is recognised in the Consolidated Income Statement as it accrues. The net gain or loss on retranslation of short-term inter-company loan balances is also presented within net finance costs.

Financial instruments Recognition

The Group recognises its financial assets and liabilities on it becoming a party to the contractual provisions of the instrument. Financial assets and liabilities are offset, and the net amount is reported in the Consolidated Statement of Financial Position when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously.

Measurement

When financial assets and liabilities are initially recognised, they are measured at fair value, being the consideration given or received plus directly attributable transaction costs. In determining estimated fair value, investments are valued at quoted bid prices on the trade date. When quoted prices in an active market are not available, fair value is determined by reference to price quotations for similar instruments traded. In determining fair value for deferred contingent consideration, the fair value is determined by best estimates of the likely outcome.

Originated loans and receivables

Originated loans and receivables are initially recognised in accordance with the policy stated above and subsequently re-measured at amortised cost using the effective-interest method. Allowance for impairment is estimated on a case-by-case basis.

Derivatives

The Group uses derivative financial instruments such as forward foreign exchange contracts to hedge risks associated with foreign exchange fluctuations. These are designated as cash flow hedges. At inception of the hedge relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in cash flows of the hedged item.

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is deferred in equity. The gain or loss relating to the ineffective portion is recognised immediately in the Consolidated Income Statement.

Amounts deferred in equity

Amounts deferred in equity are reclassified to the Consolidated Income Statement in the periods when the hedged item is recognised in the Consolidated Income Statement, in the same line of the Consolidated Income Statement as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When hedge accounting is discontinued any cumulative gain or loss deferred in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Consolidated Income Statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was deferred in equity is recognised immediately in the Consolidated Income Statement.

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Spectris plc 125

Notes to the Accounts

Employee benefits

The Group operates defined benefit post-retirement benefit plans and defined contribution pension plans.

Defined benefit plans

The Group’s net obligation recognised in the Consolidated Statement of Financial Position in respect of defined benefit plans is calculated separately for each plan as the present value of the plan’s liabilities less the fair value of the plan’s assets. The operating and financing costs of defined benefit plans are recognised separately in the Consolidated Income Statement.Operating costs comprise the current service cost, plan administrative expenses, and interest on the net assets. Any gains or losses on settlement of prior or curtailment settlements, and past service costs where benefits have vested. Finance items comprise the effect of the unwinding of the discount on the net assets. Actuarial gains or losses comprising of changes in plans’ liabilities due to experience and changes in actuarial assumptions are recognised in the Consolidated Statement of Comprehensive Income. The amount of any pension fund asset recognised in the Consolidated Statement of Financial Position is limited to any future refunds from the plan or the present value of reductions in future contributions to the plan.

Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays a fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to defined contribution pension plans are recognised in the Income Statement in the period during which services are rendered by employees.

In certain countries, the Group participates in industry-wide defined benefit pension arrangements. In such circumstances, it is not possible to determine the amount of any surplus or deficit attributable to the Group and its pension costs are accounted for as if the arrangement was a defined contribution plan. These are not material to the Group and, accordingly, no additional disclosures are provided.

Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under short-term cash benefits or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

Share-based payments
Certain employees of the Group receive part of their remuneration in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights to shares (equity-settled transactions). The cost of equity-settled transactions with employees is measured at fair value at the date at which they are granted. The fair value of share awards with market-related vesting conditions is determined by an external consultant and the fair value at the grant date is expensed on a straight-line basis over the vesting period based on the Group’s estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is reviewed at each Consolidated Statement of Financial Position reporting date up to the vesting date, at which point the estimate is adjusted to reflect the actual outcome of awards which have vested. No adjustment is made to the fair value after the vesting date even if the awards are forfeited or not exercised.

Derecognition
A financial asset is derecognised when the Group loses control over the contractual rights to the cash flows from the asset. This occurs when the rights are realised, expire or are surrendered. A financial liability is derecognised when the obligation specified in the contract is discharged, cancelled or expired. Originated loans and receivables are derecognised on the date they are transferred by the Group.

Investments in debt instruments
The Group’s investment in debt instruments consists of a Vendor Loan Note Receivable. The Vendor Loan Note Receivable was initially recognised at fair value, being the consideration received. The Vendor Loan Note Receivable is measured at fair value at the end of each reporting period, with any fair value gains or losses recognised in profit or loss.

Investments in equity instruments classified as fair value through other comprehensive income
On initial recognition, the Group may make an irrevocable election (on an instrument-by-instrument basis) to designate investments in equity instruments as at fair value through other comprehensive income. Designation at fair value through other comprehensive income is not permitted if the equity investment is held for trading or if it is contingent consideration recognised by an acquirer in a business combination.

Investments in equity instruments at fair value through other comprehensive income are initially measured at fair value plus transaction costs.

An investment in equity instrument is held for trading if:
• it has been acquired principally for the purpose of selling it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has evidence of a recent actual pattern of short-term profit-taking; or
• it is a derivative (except for a derivative that is a financial guarantee contract or a designated and effective hedging instrument).# Notes to the Consolidated Financial Statements

Subsequently, they are measured at fair value with gains and losses arising from changes in fair value recognised in other comprehensive income and accumulated in the retained earnings reserve. The cumulative gain or loss is not reclassified to profit or loss on disposal of the equity investments, instead, it is transferred to retained earnings.

Dividends from investments in equity instruments designated as at fair value through other comprehensive income are recognised in profit and loss in the period of disposal, unless the dividends clearly represent a recovery of part of the cost of the investment.

Impairment of financial assets

The Group assesses at each Consolidated Statement of Financial Position reporting date whether there is any objective evidence that a financial asset, or group of financial assets, is impaired. A financial asset, or group of financial assets, is deemed to be impaired if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset (an incurred ‘loss event’) and that loss event has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. For trade receivables, the Group recognises impairment provisions based on lifetime expected credit losses.

Spectris plc
Consolidated Statement of Financial Position
126
Share-based payments

Where it is not possible to incentivize managers of the Group’s platforms/operating companies with equity-settled options, they are issued with cash-settled options. A liability is recognised for the services acquired, measured initially at the fair value of the liability. The charge for these share-based awards is adjusted at each reporting date, with any changes in fair value recognised in profit or loss, to reflect the expected and actual level of options that vest, and the fair value is based on either the share price at date of exercise or the share price at the Consolidated Statement of Financial Position date if sooner.

Own shares

Own equity instruments which are re-acquired (own shares) are recognised at cost and deducted from equity. No gain or loss is recognised in the Consolidated Income Statement on the purchase, sale, issue or cancellation of the Group’s own equity instruments. Any difference between the carrying amount and the consideration paid to acquire such equity instruments is recognised within equity.

Dividends

Dividends are recognised as a liability in the period in which they are approved by shareholders.

Revenue

Revenue is measured based on the fair value of the consideration specified in a contract with a customer, net of returns and discounts, and excludes amounts collected on behalf of third parties, value added tax and other sales-related taxes. The Group recognises revenue when it transfers control of a product or service to a customer.

The Group’s major revenue streams are the same as its reporting segments (Spectris Scientific, Spectris Dynamics, and Other non-reportable segments).

The following table provides further details on the nature of each of the major revenue streams. The table shows where each revenue factor forms more than 10% of the total 2022 Group sales:

Revenue stream	% of total Group sales
Revenue derived from:
Provision of services
Sale of goods without installation
Sale of goods with simple installation
Sale of goods with complex installation
Spectris Scientific	50%
Spectris Dynamics	37%
Other	13%

Further details of the nature of each major revenue stream are provided in the following section.

Spectris Scientific

Revenue from the provision of services, including ongoing support, servicing and maintenance, is recognised in line with the delivery of the service, either at a point in time or, for some ongoing services, over time.

Revenue from the sale of goods, where the goods are not required to be installed, is recognised at a point in time when control of the goods has transferred. This may occur, depending on the individual customer terms, when the product is transferred to a freight carrier, or when the customer has received the product.

When the sale of goods is combined with installation, revenue recognition depends upon the nature of the installation. Simple installations are those which the customer perceives as a separate performance obligation within the overall contract to deliver goods, whereas complex installations are those for which the installation is an integral part of the delivery of the goods.

Revenue is recognised for simple installations separately from the delivery of goods, and only at a point in time when the installation has occurred.

For complex installations, revenue is normally deferred until installation is complete.# 2. Operating segments

The Group’s reportable segments are described below. In 2022, the Group’s reportable operating segments have changed following the reorganisation of the Group’s businesses announced at the Capital Markets Day in October 2022. The new segmental divisional structure reflects the current internal reporting provided to the Chief Operating Decision Maker (considered to be the Board) on a regular basis to assist in making decisions on capital allocation to each segment and to assess performance. The tables in this note show restated comparative figures for the reportable operating segments for the year ended 31 December 2021, reflecting the impact of changes the Group made to its operating segment structures during the year ended 31 December 2022. The segment results include an allocation of head office expenses, where the costs are attributable to a segment. Costs of running the PLC are reported separately as Group costs.

The Omegama business, which had previously been disclosed as a reportable segment, has now been classified as a discontinued operation under IFRS 5, following the completion of its disposal on 1 July 2022 and therefore excluded from the segmental analysis. As a result, the financial data for the year ended 31 December 2021 has also been represented to show continuing operations where required by IFRS 5, including a reclassification of head office expenses that had previously been allocated to the Omegama segment to the continuing reportable segments. Further details of discontinued operations are provided in note 24.

The following summarises the operations in each of the Group’s reportable segments:

Spectris Scientific provides advanced measurement and materials characterisation, accelerating innovation and efficiency in R&D and manufacturing. The operating companies in this segment are Malvern Panalytical and Particle Measuring Systems;
Spectris Dynamics provides differentiated sensing, data acquisition, analysis modelling and simulation solutions to help customers accelerate product development and enhance product performance;
The Other non-reportable segments are a portfolio of high-value precision in-line sensing and monitoring businesses. The operating companies in this segment in 2022 are Red Lion Controls and Servotronix. In 2021 Brüel & Kjær Vibro (disposed 1 March 2021), ESG Solutions (disposed 3 May 2021), Millbrook (disposed 2 February 2021) and NDC Technologies (disposed 1 November 2021) are also included in Other non-reportable segments.
Group costs consists of costs of running the PLC.

Spectris Dynamics
Revenue from the provision of services, including ongoing support, servicing and maintenance, is recognised in line with the delivery of the service, either at a point in time or, for some ongoing services, over time.
Revenue from the sale of goods, where the goods are not required to be installed, is recognised at a point in time when control of the goods has transferred. This may occur, depending on the individual customer terms, when the product is transferred to a freight carrier, or when the customer has received the product.

For a small number of complex installations, revenue is recognised before installation when: a) a significant period of time has elapsed since completion of the product and b) an installation date has not been agreed despite multiple attempts to arrange; and c) payment has been received from the customer. Judgement is required for these installations. Revenue from these arrangements represents approximately 2% of the segment’s total sales.

Occasionally, the initial contract covers both the supply of goods and ongoing support, servicing and maintenance. For such contracts, revenue is allocated across each of the individual components in line with their relative price and value of the performance obligation and each element is accounted for as described above.

Payment is normally due at the point that the performance obligation is completed. For some of the segment’s businesses, the customer may make partial payment in advance. Such payments are recognised as contract liabilities until the performance obligation has been satisfied.

Sales-related warranties associated with the products cannot be purchased separately and they serve as an assurance that the products sold comply with agreed-upon specifications.

2. Operating segments

The following summarises the operations in each of the Group’s reportable segments:

Spectris Scientific provides advanced measurement and materials characterisation, accelerating innovation and efficiency in R&D and manufacturing. The operating companies in this segment are Malvern Panalytical and Particle Measuring Systems;
Spectris Dynamics provides differentiated sensing, data acquisition, analysis modelling and simulation solutions to help customers accelerate product development and enhance product performance;
The Other non-reportable segments are a portfolio of high-value precision in-line sensing and monitoring businesses. The operating companies in this segment in 2022 are Red Lion Controls and Servotronix. In 2021 Brüel & Kjær Vibro (disposed 1 March 2021), ESG Solutions (disposed 3 May 2021), Millbrook (disposed 2 February 2021) and NDC Technologies (disposed 1 November 2021) are also included in Other non-reportable segments.
Group costs consists of costs of running the PLC.

Sales-related warranties associated with the products cannot be purchased separately and they serve as an assurance that the products sold comply with agreed-upon specifications.

2. Operating segments

2. Revenue

For such contracts, revenue is allocated across each of the individual component parts in line with their relative price and value of the performance obligation and each element is accounted for as described above. Payment is normally due at the point that the performance obligation is completed. For some of the segment’s businesses, the customer may make partial payment in advance. Such payments are recognised as contract liabilities until the performance obligation has been satisfied.

Segment Information

Further details of the nature of these segments and the products and services they provide are contained in the Strategic Report on pages 2 to 59.

Information about continuing reportable segments

Spectris Scientific £m	Spectris Dynamics £m	Other £m	Group costs £m	Total £m
2022
Segment revenues	658.0	492.4	177.4	–
Inter-segment revenue	(0.2)	(0.2)	–	–
External revenue	657.8	492.2	177.4	–
Operating profit	118.3	46.5	26.2	(18.4)
Fair value through profit and loss movement
on debt investments	1	(4.1)
Profit on disposal of businesses	1	0.3
Financial income	1	1.9
Finance costs	1	(19.2)
Profit before tax	1	115.1
Taxation charge	1	(36.7)
Profit after tax from continuing operations	1	114.8

	Spectris Scientific £m	Spectris Dynamics £m	Other £m	Group costs £m	Total £m
2021
Segment revenues	531.3	425.7	206.5	–	1,163.5
Inter-segment revenue	(0.1)	(0.2)	(0.2)	–	(0.5)
External revenue	531.2	425.5	206.3	–	1,163.0
Operating profit	94.2	45.6	19.2	(19.1)	139.9
Profit on disposal of businesses	1	226.5			226.5
Financial income	1	12.8			12.8
Finance costs	1	(5.4)			(5.4)
Profit before tax	1	373.8			373.8
Taxation charge	1	(38.2)			(38.2)
Profit after tax from continuing operations	1	335.6			335.6

1 Not allocated to reportable segments.

Information about continuing reportable segments

Segment profit is consistent with that presented to the Chief Operating Decision Maker. Inter-segment revenue includes the movements in internal cash flow hedges with inter-segment pricing on an arm’s-length basis. Segments are presented on the basis of actual inter-segment charges made.

Carrying amount of segment assets and liabilities

	2022 £m	2021 £m	2022 £m	2021 £m
	Assets		Liabilities
Spectris Scientific	673.8	530.0	(237.7)	(191.3)
Spectris Dynamics	766.1	635.9	(193.5)	(177.7)
Omega	–	197.4	–	(24.0)
Other	202.7	159.9	(31.9)	(30.8)
Group-related	2.6	2.6	(6.7)	(8.4)
Total segment assets and liabilities	1,645.2	1,525.8	(469.8)	(432.2)
Cash and borrowings	228.1	167.8	(0.1)	–
Derivative financial instruments	1.7	0.3	(2.5)	(1.2)
Investment in debt instruments	18.9	23.0	–	–
Investment in equity instruments	29.3	24.3	–	–
Retirement benefit liabilities	–	–	(8.9)	(22.3)
Taxation	24.8	26.9	(29.8)	(51.1)
Consolidated total assets and liabilities	1,948.0	1,768.1	(511.1)	(506.8)

2 Segment assets comprise: goodwill, other intangible assets, property, plant and equipment, right of use assets, inventories and trade and other receivables, investments in associates and assets held for sale that are attributable to the reported operating segment.

Segment liabilities comprise: trade and other payables, provisions, lease liabilities and other payables which can be reasonably attributed to the reported operating segment.

Unallocated items represent all components of net cash, derivative financial instruments, assets held for sale that are not allocable to a segment, investment in debt instruments, investment in equity instruments, retirement benefit liabilities and current and deferred taxation balances.

Additions to non-current assets from continuing and non-continuing operations

	2022 £m	2021 £m	2022 £m	2021 £m
	Depreciation, amortisation and impairment from continuing operations
Spectris Scientific	68.9	16.2	23.9	20.0
Spectris Dynamics	85.7	200.6	27.9	15.4
Omega	0.7	1.9	–	–
Others	18.0	13.6	6.9	5.8
Group-related	0.6	0.5	0.6	0.4
Total segments	173.9	232.8	59.3	41.6
Investment in debt instruments	–	23.0
Investment in equity instruments	–	25.0
Consolidated total	173.9	280.8	59.3	41.6

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

Spectris plc
2022
£m
2021
£m

Non-current assets
UK	239.3	239.3
Germany	86.8	74.1
France	7.0	4.1
Rest of Europe	283.4	230.8
USA	406.4	468.5
Rest of North America	16.0	16.1
Japan	5.3	5.6
China	9.7	9.8
South Korea	1.2	0.8
Rest of Asia	8.6	8.1
Rest of the world	2.6	1.7
Total	1,063.3	1,058.9
Deferred tax assets	16.2	21.2
Total non-current assets	1,082.5	1,080.1

Principally in Switzerland, Netherlands and Denmark (2021: Denmark and Netherlands).
Not allocated to reportable geographic areas in reporting to Chief Operating Decision Maker.

Geographical segments

The Group’s operating segments are each located in several geographical locations and sell on to external customers in all parts of the world. No individual country amounts to more than 3% of revenue, other than those noted below. The following is an analysis of revenue from continuing operations by geographic destination.

	Spectris Scientific £m	Spectris Dynamics £m	Other £m	2022 Total £m
UK	27.8	18.5	4.9	51.2
Germany	31.5	85.4	6.5	123.4
France	18.2	22.7	3.9	44.8
Rest of Europe	87.8	72.6	12.0	172.4
USA	137.1	133.1	89.7	359.9
Rest of North America	16.6	6.7	6.7	30.0
Japan	36.6	29.9	3.0	69.5
China	132.4	74.8	26.4	233.6
South Korea	42.5	10.6	5.3	58.4
Rest of Asia	85.0	25.8	14.7	125.5
Rest of the world	42.3	12.1	4.3	58.7
Total	657.8	492.2	177.4	1,327.4

	Spectris Scientific £m	Spectris Dynamics £m	Other £m	2021 Total £m
UK	25.5	15.3	10.4	51.2
Germany	24.6	78.4	8.2	111.2
France	16.2	21.5	3.7	41.4
Rest of Europe	76.1	70.8	19.9	166.8
USA	106.2	95.8	87.4	289.4
Rest of North America	15.1	5.7	7.8	28.6
Japan	34.2	27.1	4.8	66.1
China	100.2	67.2	33.3	200.7
South Korea	30.1	9.7	5.4	45.2
Rest of Asia	70.5	19.7	18.2	108.4
Rest of the world	32.5	14.3	7.2	54.0
Total	531.2	425.5	206.3	1,163.0

Notes to the Accounts

2. Operating segments

3. Revenue

Revenue disaggregation

The Group derives its revenue from the provision of goods and services both at a point in time and over time. Product lines are presented consistent with the revenue information that is disclosed for each reportable segment under IFRS 8 (see note 2). The tables below show updated comparative figures for the year ended 31 December 2021, reflecting the impact of the changes the Group made to its operating segment reporting during the year ended 31 December 2022 (see note 2).

IFRS 15, paragraph 114, requires an entity to disaggregate revenue recognised from contracts with customers into categories that depict how the amount, timing and uncertainty of revenue and cash flows are affected by economic factors. This disaggregation will depend on the entity’s individual facts and circumstances. The Group has assessed that the disaggregation of revenue by reportable operating segments is appropriate in meeting this disclosure requirement as this is the information regularly reviewed by the Chief Operating Decision Maker in order to evaluate the financial performance of the entity. The Group also believes that presenting a disaggregation of revenue based on the timing of transfer of goods or services provides users of the Financial Statements with useful information as to the nature and timing of revenue from contracts with customers.

Timing of revenue recognition from continuing operations

	2022 £m	2021 £m
At a point in time:
Spectris Scientific	577.6	458.8
Spectris Dynamics	432.1	370.9
Others	177.4	204.0
Total	1,187.1	1,033.7
Over time:
Spectris Scientific	80.2	72.4
Spectris Dynamics	60.1	54.6
Others	–	2.3
Total	140.3	129.3
Revenue from continuing operations	1,327.4	1,163.0

The Group’s material revenue streams have an expected duration of one year or less. The Group has therefore applied the practical expedient in IFRS 15, paragraph 121, to not disclose information about its remaining performance obligations.

No individual customer accounts for more than 1% of external revenue in 2022 (2021: 1%).

Total revenue for the Group from continuing operations, after including financial income of £10.9m (2021: £12.8m) (see note 6), was £1,329.3m (2021: £1,175.8m).

4. Operating profit

Operating profit from continuing operations is stated after charging/(crediting):

Note	2022 £m	2021 £m
	Net foreign exchange (gains)/losses included in operating profit	(0.3)
	Research and development expense	102.9
10	Amortisation and other non-cash adjustments made to intangible assets	25.1
11	Depreciation of owned property, plant and equipment	20.0
11, 24	Reversal of impairment of owned property, plant and equipment	–
11	Depreciation and impairment of right-of-use assets	14.0
	Income from sub-leasing right-of-use assets	(0.3)
	Expenses relating to short-term and low-value leases	0.1
	Donations to the Spectris Foundation	0.1
	Cost of inventories recognised as expense	351.9
	(Profit)/loss on disposal and remeasurement of property, plant and equipment and associated lease liabilities	(1.5)

Auditor’s remuneration

	2022 £m	2021 £m
Fees payable to the Company’s auditor for audit of the Company's annual accounts	0.7	0.5
Fees payable to the Company’s auditor for the audit of the Company's subsidiaries, pursuant to legislation	1.7	1.8
Total audit-related fees	2.4	2.3
Fees payable to the Company’s auditor for other services:
	audit-related assurance services	0.1
	other non-audit services	0.2
	Total	2.7

Review of the half-year Financial Statements
Assurance work over ESGe disclosure and reporting accountant role performed by Deloitte in respect of the unsuccessful acquisition of a UK publicly listed company.

6. Financial income and finance costs

Financial income from continuing operations

	2022 £m	2021 £m
Interest receivable	(1.9)	(0.5)
Interest credit on release of provision on settlement of EU dividends tax claim (see note 7)	–	(5.1)
Net gain on translation of short-term inter-company loan balances	–	(7.8)
Interest payable on loans and overdrafts	2022 £m	2021 £m
---	---	---
Net loss on loan translation of short-term inter-company loan balances	1.8	3.6
Unwinding of discount factor on lease liabilities	14.6	–
Net interest cost on pension plan obligations	2.5	1.6
Net finance costs	0.3	0.2
Net finance (credit) from continuing operations	19.2	5.4
Net interest credit of £0.1m (2021: charge of £3.1m), for the purposes of the calculation of interest cover, comprises interest receivable of £1.9m (2021: £0.5m) and interest payable on loans and overdrafts of £1.8m (2021: £3.6m).

The net finance charge of £17.3m (2021: £7.4m credit) includes £14.6m of unrealised losses on inter-company loan balances (2021: gain of £2.2m). This is a consequence of the significant volatility of Sterling against the US Dollar and Euro, particularly in the second half of 2022.

Employee costs and other information

Employee costs, including Directors’ remuneration, comprise:

	Continuing operations	Total
	2022 £m	2021 £m
Wages and salaries	414.4	391.1
Social security costs	68.3	67.3
Defined benefit pension plans:
– current service cost (see note 19)	0.4	0.7
– past service credit (see note 19)	(0.1)	(0.3)
Defined contribution pension plans	20.0	17.2
Equity-settled share-based payment expense	10.1	7.1
Cash-settled share-based payment expense	0.9	0.9
	514.0	484.0

Average number of employees

	Continuing operations	Total
	2022 Number	2021 Number
Production and engineering	3,642	3,302
Sales, marketing and service	2,764	2,906
Administrative	870	827
	7,276	7,035

Directors’ remuneration

	2022 Number	2021 Number
Short-term benefits	2.8	2.7
Equity-settled share-based payment expense	1.6	0.9

Further details of Directors’ remuneration and share options are given in the Directors’ Remuneration Report on pages 84 to 104.

Taxation

	UK £m	Overseas £m	Total £m	UK £m	Overseas £m	Total £m
Current tax charge/(credit)	4.8	41.2	46.0	(2.4)	45.8	43.4
Adjustments in respect of current tax of prior years	(1.4)	–	(1.4)	(2.8)	(0.6)	(1.0)
Deferred tax – origination and reversal of temporary differences (note 20)	(1.3)	(5.2)	(6.5)	(2.8)	(1.4)	(4.2)
Taxation charge from continuing operations	2.1	34.6	36.7	(5.8)	44.0	38.2

The standard rate of corporation tax for the year, based on the weighted average of tax rates applied to the Group’s profits, is 23.8% (2021: 25.4%). The tax charge for the year is higher (2021: lower) than the tax charge using the standard rate of corporation tax for the reasons set out in the following reconciliation:

	2022 £m	2021 £m
Profit before taxation from continuing operations	151.5	373.8
Corporation tax charge at standard rate of 23.8% (2021: 25.4%)	36.1	94.9
Profit on disposal of businesses taxed at lower rate	(0.1)	(46.5)
Other non-deductible expenditure	9.1	4.4
Release of provision on settlement of EU dividend claim	–	(8.0)
Tax credits and incentives	(7.6)	(6.0)
Adjustments to prior year current and deferred tax charges	(0.8)	(0.6)
Taxation charge	36.7	38.2

The Group’s standard rate of corporation tax of 23.8% is lower than the prior year rate (25.4%), principally due to profits being made in countries with lower statutory tax rates.

The ‘Profit on disposal of businesses taxed at lower rate’ in the prior year principally refers to the benefit of tax exemptions for the profit of shares in certain countries.

‘Other non-deductible expenditure’ in the current year includes the £3.4m impact of non-deductible foreign exchange losses. In 2021 the impact of non-taxable foreign exchange gains was (£1.1m).

‘Tax credits and incentives’ above, refers principally to research and development tax credits and other reliefs for innovation, such as the UK Patent Box regime and Dutch Innovation Box regime, as well as tax reliefs available for Foreign Derived Intangible Income in the US.

Factors that may affect the future tax charge

The Group’s tax charge in future years is likely to be affected by the proportion of profits arising, and the effective tax rates, in the various territories in which the Group operates, as well as changes in tax law affecting future periods. Such law changes may affect the availability or amount of existing tax reliefs or incentives. Furthermore, future tax or other legal cases or investigations may result in a re-assessment of the Group’s tax liabilities in respect of prior years.

The tax on items recognised directly in the Consolidated Statement of Comprehensive Income

	2022 £m	2021 £m
Tax credit on net gain/(loss) on effective portion of forward exchange contracts	–	(0.3)
Tax charge on investment in equity instruments designated as at fair value through other comprehensive income	0.6	0.2
Tax charge/(credit) on remeasurement of net defined benefit obligations, net of foreign exchange	3.4	(0.9)
Aggregate current and deferred tax charge/(credit) relating to items recognised directly in the Consolidated Statement of Comprehensive Income	4.0	(1.0)

The tax on items recognised directly in the Consolidated Statement of Changes in Equity

	2022 £m	2021 £m
Tax credit in relation to share-based payments	(0.2)	(1.3)
Aggregate current and deferred tax credit relating to items recognised directly in the Consolidated Statement of Comprehensive Income	(0.2)	(1.3)

The following tax charges/ (credits) relate to items of income and expense that are excluded from the Group’s adjusted# Notes to the Accounts

8. Dividends

Amounts recognised as dividend paid as distributions to owners of the Company in the year

	2022 £m	2021 £m
Interim dividend for the year ended 31 December 2022 of 24.1p (2021: 23.0p) per share	25.3	25.4
Final dividend for the year ended 31 December 2021 of 48.8p (2021: 46.5p) per share	53.3	53.6
	78.6	79.0

Amounts arising in respect of the year 2022

	2022 £m	2021 £m
Interim dividend for the year ended 31 December 2022 of 24.1p (2021: 23.0p) per share	25.3	25.4
Proposed final dividend for the year ended 31 December 2022 of 51.3p (2021: 48.8p) per share	53.6	53.3
	78.9	78.7

The proposed final dividend is subject to approval by shareholders at the AGM on 26 May 2023 and has not been included as a liability in these Financial Statements.

The effective adjusted tax rate for the year was 21.7% (2021: 21.5%) as set out in the reconciliation below.

Reconciliation of statutory taxation charge to adjusted taxation charge

	2022 £m	2021 £m
Statutory taxation charge	36.7	38.2
Tax credit on items of income and expense that are excluded from the Group’s adjusted profit before tax	11.0	1.6
Adjusted taxation charge	47.7	39.8

Management judgement is applied to determine the level of provisions required in respect of both direct and indirect taxes. The Group is potentially subject to tax audits in many jurisdictions. By their nature these are often complex and could take a significant period of time to be agreed with the tax authorities. Judgement is therefore applied based on the interpretation of country-specific tax legislation and the likelihood of settlement. The Group estimates and accrues taxes that will ultimately be payable when reviews or audits by tax authorities are completed. These estimates include judgements about the position expected to be taken by each tax authority.

Management applies judgement in respect of possible tax audit adjustments primarily in respect of transfer pricing as well as in respect of financing arrangements and tax credits and incentives. In respect of transfer pricing, the level of provision is determined by reference to management judgements of the adjustments that would arise in the event that certain intra-group transactions are successfully challenged as not being at arm’s length.

Management estimates of the level of risk arising from tax audit may change in the next year as a result of changes in legislation or tax authority practice or correspondence with tax authorities during a specific tax audit. It is not possible to quantify the impact that such future developments may have on the Group’s tax position. Actual outcomes and settlements may differ from the estimates recorded in these Consolidated Financial Statements.

Judgement is also applied relating to the recognition of deferred tax assets which are dependent on an assessment of the generation of future taxable income in the countries concerned in which temporary differences become deductible or in which tax losses can be utilised. These estimates may change in the next year if there are changes in the forecast profitability of the relevant company.

In June 2021, the Group agreed a formal settlement with HMRC to resolve its dispute in relation to the taxation of dividends received from EU based subsidiaries prior to 2009. The outstanding liability agreed with HMRC of £0.3m of tax and £0.2m of interest was paid in June 2021. As a result, £8.0m of provision for current tax liabilities and a deferred tax asset of £1.0m related to accrued interest liabilities were released to the Consolidated Income Statement in the year ending 31 December 2021. In addition, as a result of the dispute resolution, £5.1m of accrued interest liabilities were released to the Consolidated Income Statement in 2021, as disclosed in note 6.

7. Taxation

Spectris plc | | | 134

9. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (excluding treasury shares).

Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year but adjusted for the effects of dilutive options. The key features of the Company’s share option schemes are described in note 22.# Basic earnings per share


Profit after tax from continuing operations (£m)	114.8	335.6
Weighted average number of shares outstanding (millions)	107.6	113.7
Basic earnings per share from continuing operations (pence)	106.7	295.2
Diluted earnings per share from continuing operations
Profit after tax from continuing operations (£m)	114.8	335.6
Basic weighted average number of shares outstanding (millions)	107.6	113.7
Weighted average number of dilutive potential ordinary shares under option (millions)	0.9	0.5
Weighted average number of potential ordinary shares that would have been issued at average market value from proceeds of dilutive share options (millions)	(0.2)	(0.1)
Diluted weighted average number of shares outstanding (millions)	108.3	114.1
Diluted earnings per share (pence)	106.0	294.1

Basic earnings per share from discontinued operations


Profit after tax from discontinued operations (£m)	286.7	11.3
Weighted average number of shares outstanding (millions)	107.6	113.7
Basic earnings per share from discontinued operations (pence)	266.4	9.9
Diluted earnings per share from discontinued operations
Profit after tax from discontinued operations (£m)	286.7	11.3
Diluted weighted average number of shares outstanding (millions)	108.3	114.1
Diluted earnings per share from discontinued operations (pence)	264.7	9.9

The denominators used for diluted earnings per share from discontinued operations are the same as those used for diluted earnings per share from continuing operations.

10. Goodwill and other intangible assets

Cost

	Goodwill £m	Patents, contractual rights and technology £m	Customer-related and trade names £m	Software £m	Total £m
At 1 January 2021	755.6	220.2	261.5	63.4	1,300.7
Additions – separately acquired	–	–	–	2.2	2.2
Additions – internal development	–	4.1	–	–	4.1
Additions – businesses combinations	23	66.8	26.8	55.2	148.8
Reclassifications	–	–	–	0.5	0.5
Disposals	–	(72.6)	(76.6)	(7.4)	(156.6)
Disposals of businesses	(22.6)	(16.4)	(13.9)	(3.7)	(56.6)
Foreign exchange difference	(10.9)	(0.1)	0.6	(0.7)	(11.1)
At 31 December 2021	788.9	162.0	226.8	54.3	1,232.0
Measurement period adjustments	(0.8)	–	–	–	(0.8)
Additions – separately acquired	–	–	–	1.0	1.0
Additions – internal development	–	3.4	–	–	3.4
Additions – businesses combinations	–	49.7	22.9	36.5	109.1
Reclassifications	–	–	–	0.3	0.3
Disposals	–	–	–	(1.3)	(1.3)
Disposals of businesses	(213.4)	(36.9)	(81.4)	(8.0)	(339.7)
Foreign exchange difference	57.9	16.9	20.1	2.6	97.5
At 31 December 2022	682.3	168.3	202.0	48.9	1,101.5

Notes to the Accounts
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
Spectris plc 135
Notes to the Accounts

Goodwill is not amortised but is tested for impairment annually or whenever there is an indication that the asset may be impaired. As part of the annual impairment review, the carrying amount of goodwill has been assessed with reference to its recoverable amount, determined based on value in use. In assessing value in use, the forecast projected cash flows of each cash-generating unit, which are based on actual operating results, the most recent budget for the next financial year as approved by the Board, detailed strategic review projections and an assumed long-term growth rate to perpetuity, are discounted to their present value using a pre-tax discount rate that reflects the time value of money and the risks specific to the cash-generating unit.

Key assumptions used in the value in use calculations

The calculation of value in use is most sensitive to the following assumptions:

CGU specific operating assumptions on business performance over the forecast period to December 2027 (five years);
discount rates; and
projected growth rates used to extrapolate risk adjusted cash flows beyond the forecast period.

CGU specific operating assumptions are applicable to the forecasted cash flows for the forecast period to December 2027 and relate to revenue forecasts, expected project outcomes and forecasted operating margins in each of the operating companies within each CGU group. The relative value ascribed to each assumption will vary between CGUs as the forecasts are built up from the underlying operating companies within each CGU group. A long-term rate is applied to those values for the year to December 2028 and onwards.

The Group calculates value in use using the strategic plans relevant to each CGU. A long-term growth rate of 2.0% (2021: 2.0%) has been applied consistently across all significant CGU groups. Discount rates are based on estimations of the assumptions that market participants operating in similar sectors to Spectris would make, using the Group’s economic profile as a starting point and appropriately adjusting for economic risks. The Directors do not currently expect any significant change in the present base discount rate of 12.9% (2021: 9.3%). The base discount rate, which is pre-tax and is based on short-term variable factors, may differ from the Weighted Average Cost of Capital (‘WACC’).

Discount rates are adjusted for economic risks and sensitivities that are not already captured in the specific operating assumptions for each CGU group. This results in impairment testing using discount rates ranging from 13.5% to 15.0% (2021: 9.6% to 11.1%) across the CGU groups. The table below discloses the discount rates and short-term growth rates for each significant CGU, and the average across the non-significant CGUs. The Group defines significant as 10% of the total carrying value of goodwill.# 10. Goodwill and other intangible assets

Sensitivity analysis

For all cash-generating units with goodwill balances at 31 December 2022 the Directors do not consider that there are any reasonably possible sensitivities for the business that could arise in the next 12 months that could result in an impairment charge being recognised.

Other intangible assets

Internally generated assets arising from the capitalisation of qualifying development expenditure typically have a finite expected useful life of four to ten years. Capitalised development expenditure is amortised on a straight-line basis. All amortisation charges for the year have been charged against operating profit. The Group has capitalised £34.4m of internally-generated intangible assets from development expenditure in 2022 (2021: £42.1m). Accumulated amortisation on internally-generated intangible assets was £55.5m (2021: £28.8m).

The customer-related assets recognised on the acquisition of Concurrent Real Time (‘Concurrent-RT’) in 2021 and Dytran Instruments Inc (‘Dytran’) in 2022, and included within the Spectris Dynamics and Spectris Scientific reporting segments, are considered significant by the Directors as they represent 57% (2021: 54%) and 31% (2021: nil) of the NBV of total customer-related and trade names respectively. The carrying amount of the Concurrent-RT customer-related intangible assets as at 31 December 2022 is £54.0m (2021: £50.7m) and is being amortised over 20 years with the remaining amortisation period being 17.5 years. The carrying amount of the Dytran customer-related intangible assets as at 31 December 2022 is £26.0m (2021: nil) and is being amortised over 20 years with the remaining amortisation period being 19.75 years.

The technology assets recognised on the acquisition of Concurrent-RT in 2021 and Creoptix AG in 2022, and included within the Spectris Dynamics and Spectris Scientific reporting segments respectively, are considered significant by the Directors. Concurrent-RT represents 24% (2021: 32%) of total NBV of patents, contractual rights and technology. The carrying amount of the Concurrent-RT technology intangible assets as at 31 December 2022 is £18.5m (2021: £18.8m) and is being amortised over ten years with the remaining amortisation period being seven and a half years. Creoptix AG represents 24% (2021: nil) of total NBV of patents, contractual rights and technology. The carrying amount of the Creoptix AG technology intangible assets as at 31 December 2022 is £18.3m (2021: nil) and is being amortised over ten years with the remaining amortisation period being nine years.

Risk / Adj. Interest Rates	Short-term growth rates
	2022 %	2021 %	2022 %
Malvern Panalytical	13.5	9.6	7.6
Spectris Dynamics	14.1	10.3	8.3
Omega	–	10.9	–
Non-significant CGUs	15.0	11.1	13.0

Accumulated amortisation and impairment	Goodwill £m	Patents £	Contractual rights and technology £m	Customer-related and trade names £m	Software £m	Total £m
At 1 January 2021	178.6	174.1	207.3	55.9	-	615.9
Charge for the year	–	13.3	8.2	3.0	-	24.5
Disposals	–	(72.6)	(76.2)	(8.1)	-	(156.9)
Disposals of businesses 24	(19.6)	(12.2)	(13.9)	(3.5)	-	(49.2)
Foreign exchange difference	(1.5)	(0.1)	(0.1)	(1.1)	-	(2.8)
At 31 December 2021	157.5	102.5	125.3	46.2	-	431.5
Charge for the year	–	15.4	7.7	3.2	-	26.3
Disposals	–	–	–	(1.3)	-	(1.3)
Disposals of businesses 24	(92.1)	(36.9)	(42.9)	(6.6)	-	(178.5)
Foreign exchange difference	10.8	10.2	9.9	2.4	-	33.3
At 31 December 2022	76.2	91.2	100.0	43.9	-	311.3
Carrying amount
At 31 December 2022	606.1	77.1	102.0	5.0	-	790.2
At 31 December 2021	631.4	59.5	101.5	8.1	-	800.5

Goodwill is allocated to the cash-generating units that are anticipated to benefit from the acquisition. The Group’s identified cash-generating units total five, smaller than the three reportable segments, being the two operating companies in Spectris Scientific Division (Malvern Panalytical and Particle Measuring Systems), the Spectris Dynamics Division, and the two operating companies in Other non-reportable segment (Red Lion Controls and Xemx) as at 31 December 2022 (2021: six, including Omegga Engineering, which has been disposed of during 2022). Goodwill arising on a bolt-on acquisition is combined with the goodwill in the existing Group company and is not considered separately for impairment purposes, since such acquisitions are quickly integrated. The most significant amounts of goodwill are as follows:

	2022 £m	2021 £m
Malvern Panalytical	234.6	205.2
Spectris Dynamics	290.4	246.2
Omega	–	109.3
Non-significant CGUs	81.1	70.8
	606.1	631.5

Included within ‘Non-significant CGUs’ in 2022 and 2021 are three – Particle Measuring Systems, Red Lion Controls and Xemx cash-generating units, in which none of the goodwill balance are considered to be individually significant. The Group defines significant as 10% of the total carrying value of goodwill.

	2022 £m	2021 £m
Malvern Panalytical	234.6	205.2
Spectris Dynamics	290.4	246.2
Omega	–	109.3
Non-significant CGUs	81.1	70.8
	606.1	631.5

Impairment of goodwill and acquisition-related intangible assets

There were no impairments of goodwill and intangible assets recognised in 2022 and 2021.

Sensitivity analysis

Other intangible assets

The technology assets recognised on the acquisition of Concurrent-RT in 2021 and Creoptix AG in 2022, and included within the Spectris Dynamics and Spectris Scientific reporting segments respectively, are considered significant by the Directors. Concurrent-RT represents 24% (2021: nil) of total NBV of patents, contractual rights and technology. The carrying amount of the Concurrent-RT technology intangible assets as at 31 December 2022 is £18.5m (2021: £18.8m) and is being amortised over ten years with the remaining amortisation period being seven and a half years. Creoptix AG represents 24% (2021: nil) of total NBV of patents, contractual rights and technology. The carrying amount of the Creoptix AG technology intangible assets as at 31 December 2022 is £18.3m (2021: nil) and is being amortised over ten years with the remaining amortisation period being nine years.

The trade names assets recognised on the acquisition of Omega Engineering in 2011, and included within the Omega reporting segment, were considered significant by the Directors in 2021 as they represented 35% of total customer-related and trade names.```markdown
The assets were disposed of as part of the sale of the Omegga revenue segment in 2022. The carrying amount of the Omegga customer-related intangible assets and trade name intangible assets was £335m at 31 December 2021 and the assets being amortised over 20 years with the remaining amortisation period being ten years.

11. Property, plant and equipment

Property, plant and equipment: owned

	Freehold property £m	Leasehold property £m	Plant and equipment £m	Total £m
At 1 January 2021	160.7	17.7	203.6	382.0
Additions – separately acquired	3.5	6.4	19.2	29.1
Additions – businesses combinations	–	2.2	0.5	2.7
Reclassifications	(0.8)	1.8	6.2	7.2
Transfer to assets held for sale	(20.5)	–	(0.2)	(20.7)
Disposals	(0.2)	(1.7)	(12.9)	(14.8)
Disposal of businesses	(4.5)	(1.2)	(12.6)	(18.3)
Foreign exchange difference	(7.1)	(0.2)	(6.2)	(13.5)
At 31 December 2021	131.1	25.0	197.6	353.7
Additions – separately acquired	19.0	2.5	18.9	40.4
Additions – businesses combinations	23	1.0	0.6	1.4
Reclassifications	–	–	(0.3)	(0.3)
Transfers to assets held for sale	(3.3)	–	–	(3.3)
Disposals	(0.6)	(0.7)	(6.8)	(8.1)
Disposal of businesses	(17.3)	(1.8)	(14.4)	(33.5)
Foreign exchange difference	9.2	1.6	11.2	22.0
At 31 December 2022	139.1	27.2	207.6	373.9

Accumulated depreciation and impairment

	At 1 January 2021	Charge for the year	Reversal of impairment	Reclassifications	Transfers to assets held for sale	Disposals	Disposal of businesses	Foreign exchange difference	At 31 December 2021	Charge for the year	Reclassifications	Transfers to assets held for sale	Disposals	Disposal of businesses	Foreign exchange difference	At 31 December 2022
At 1 January 2021	69.1	4.1	(6.0)	(0.6)	(10.7)	(0.1)	(1.8)	(3.6)	50.4	3.5	–	(1.6)	–	(3.4)	3.2	52.1
Charge for the year		1.9		1.8		(1.7)	(0.8)	(0.4)	13.1	2.5	0.1		(0.7)	(1.2)	0.8	14.6
Reversal of impairment
Reclassifications				6.6		(12.7)	(9.0)	(4.5)	139.7	14.6			(6.0)	(10.2)	8.4	146.5
Transfers to assets held for sale
Disposals
Disposal of businesses
Foreign exchange difference
At 31 December 2021	226.0	20.4	(6.0)	7.8	(10.4)	(14.5)	(11.6)	(8.5)	203.2	20.6	0.1	(1.6)	(6.7)	(14.8)	12.4	213.2
At 31 December 2022

Carrying amount

	At 31 December 2022	At 31 December 2021
	£m	£m
	87.0	80.7
	12.6	11.9
	61.1	57.9
Total	160.7	150.5

Notes to the Accounts

10. Goodwill and other intangible assets

12. Investments in equity instruments, investment in associate and joint operation

Investments in equity instruments

	2022 £m	2021 £m
Investments in equity instruments designated as at fair value through other comprehensive income	29.3	24.3
Total investment in equity instruments at 31 December	29.3	24.3

At 31 December 2022, the Group’s investments in equity instruments designated to be measured at fair value through other comprehensive income consists of a) 27,752,671 A1 investments units in EZ Ring FP Holdings (the fund holding the combined UTA Multi-Millbrook group), which has a fair value of £28.6m (2021: £23.1m) b) 10,000,000 shares in Envirosuite Ltd, which has a fair value of £0.7m (2021: £1.2m).

These investments were not held for trading at initial recognition and were not contingent consideration. Instead, they are held for medium- to long-term strategic purposes. Accordingly, the Group elected to designate these investments in equity instruments as at fair value through other comprehensive income at initial recognition as it believes that recognising short-term fluctuations in these investments’ fair value in profit and loss would not be consistent with the Group’s strategy of holding the investment for long-term purposes and realising its performance potential in the long run.

The Group does not consider that it is able to exercise significant influence over any of the above investments as its percentage ownership and voting rights of the businesses is small and it does not have any unusual powers or rights over the businesses.

No dividends have been recognised on investments in equity instruments during the year (2021: nil).

Investment in associate

On 8 April 2022, the Group acquired 19.4% (17.2% fully diluted) of the shares of CM Labs Simulations Inc. (‘CM Labs’) for total consideration of CAD43.3m (£22.6m), settled in cash. CM Labs is a manufacturer of turnkey solutions for operator training simulators in the heavy equipment industries. These simulators are developed using CM Labs’ proprietary Vortex software, which is also commercially available as a machinery virtual prototyping software platform for tasks ranging from product development to creation of custom simulators. Its principal place of business is Montreal, Quebec, Canada. As a result of the rights and powers attached to the Group’s shareholding, the Group has concluded that it has significant influence and, as result, will equity account for its share of CM Labs’ results, as an investment in associate. This investment in associate is not considered individually material to the Group.

The investment carrying value at 31 December 2022 is £22.9m, consisting of the initial purchase consideration of £22.6m and transaction costs of £0.3m. The share of profit after taxation was nil.

The Group did not receive dividends from its associate in the year (2021: nil).

Summarised financial information in respect of the Group’s individually immaterial associate is set out below. The summarised information has been presented in accordance with IFRS (after adjustments by the Group for equity accounting purposes and to comply with the Group’s accounting policies).

The amount included in the cost of plant and equipment of assets in the course of construction was £15.4m (2021: £5.9m).

No borrowing costs were capitalised during either year.
```# 11. Property, plant and equipment

Of the total depreciation charge of £20.6m (2021: £20.4m), the amount attributable to the depreciation on fair value adjustments to acquisition-related property, plant and equipment and equipment was £0.2m (2021: £0.2m). There were no additions relating to the receipt of government grants in 2022 (2021: nil).

Property, plant and equipment: right-of-use

	Property £m	Plant and equipment £m	Total £m
At 1 January 2021	25.0	6.1	31.1
Additions	36.8	3.7	40.5
Depreciation and impairment	(8.2)	(3.8)	(12.0)
Disposals	(2.3)	(0.4)	(2.7)
Disposal of businesses	(1.2)	(0.3)	(1.5)
Additions – businesses combination	5.4	–	5.4
Re-measurement	–	0.7	0.7
Reclassification	0.1	–	0.1
Foreign exchange difference	(0.9)	(0.2)	(1.1)
At 31 December 2021	54.7	5.8	60.5
Additions	9.2	3.9	13.1
Depreciation and impairment	(10.2)	(4.0)	(14.2)
Disposals	(2.2)	(0.3)	(2.5)
Disposal of businesses	(1.8)	–	(1.8)
Additions – businesses combination	1.0	–	1.0
Re-measurement	–	0.2	0.2
Foreign exchange difference	3.1	0.3	3.4
At 31 December 2022	53.8	5.9	59.7

Spectris plc - Consolidated financial statements - 2022

	2022 £m	2021 £m
Property, plant and equipment: owned	160.7	150.5
Property, plant and equipment: right-of-use	59.7	60.5
Total	220.4	211.0

13. Inventories

	2022 £m	2021 £m
Raw materials	129.1	76.5
Work in progress	49.0	38.2
Finished goods and goods held for resale	85.2	73.2
Total	263.3	187.9

In the ordinary course of business, the Group makes provision for slow-moving, excess and obsolete inventory to write it down to its net realisable value based on an assessment of technological and market developments specific to the relevant business, and an analysis of historical and projected usage on an individual item or product line basis. Expenses relating to inventories written down during the year totalled £10.5m (2021: £5.1m) for the Group. Finished goods and goods held for resale expensed to be utilised after 12 months amounted to £0.12m (2021: £1.14m).

14. Trade and other receivables

Current and non-current

	2022 £m (Restated) ¹	2021 £m
Trade receivables	283.3	240.4
Prepayments	31.1	29.1
VAT and similar taxes receivable	27.2	18.6
Research and development credits recoverable	2.9	3.1
Other receivables	12.0	13.9
Contract assets	10.2	10.8
Total	366.7	315.9

¹ The Group has performed an analysis to disaggregate the ‘Other Receivables’ items. As a result, prior year comparatives have been restated to reflect this realignment. Total trade and other receivables for 2021 remains unchanged.

Non-current trade and other receivables total £4.2m (2021: £2.8m), consisting of £2.3m of prepayments and £1.9m of other receivables. Other current and non-current receivables include advances to suppliers of £2.4m and other debtors of £9.6m. Trade receivables are non-interest bearing. Standard credit terms provided to customers differ according to businesses and country, and are typically between 30 and 60 days. Trade receivables are stated after the provision for impairment of £5.3m (2021: £6.1m). The fair value of trade and other receivables approximates to its carrying amount due to the short-term nature of the exposures associated with these items. There is no impairment risk identified with regards to other receivables where no amounts are past due.

The maximum exposure to credit risk for trade receivables at 31 December by geographic region was:

	2022 £m	2021 £m
UK	9.8	16.7
Germany	23.8	17.1
France	16.7	13.7
Rest of Europe	46.1	39.8
USA	77.1	64.4
Rest of North America	9.8	5.5
Japan	15.0	12.4
China	25.0	26.9
South Korea	9.5	7.2
Rest of Asia	37.1	26.4
Rest of the world	13.4	10.3
Total	283.3	240.4

Expected credit losses

The Group measures the losses allowance for trade receivables at an amount equal to lifetime expected credit losses (‘ECL’). The ECL on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor’s current financial position, adjusted for factors that are specific to the debtor, general economic# STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

Spectris plc

139 Notes to the Accounts

16. Borrowings (Continued)

The Group’s exposure to interest rate risk and a sensitivity analysis for financial assets and liabilities is disclosed in note 27.

Current

Interest rate	Repayable date	2022 £m	2021 £m
Bank overdrafts	On demand	0.1	–
Bank loans unsecured	Determined on draw down	–	£450.0m (2021: £250.0m)
	On demand	–	–
Total current borrowings		0.1	–

Non-current

Interest rate	Maturity date	2022 £m	2021 £m
Bank loans unsecured	1 July 2025	–	–
	Relevant RFR/LIBOR +55bps
Total non-current borrowings		–	–
Total current and non-current borrowings		0.1	–

Total unsecured borrowings | | 0.1 | – |

At 31 December 2022, the $500.0m (£414.9m) revolving credit facilities were undrawn (31 December 2021: the $500.0m (£370.3m) facilities were undrawn).

Movements in total unsecured borrowings are reconciled as follows:

	2022 £m	2021 £m
At 1 January	–	119.8
Notional cash-pooling movements	–	(15.0)
Proceeds from borrowings	326.2	70.0
Repayment of borrowings	(326.8)	(169.8)
Effect of foreign exchange rates	0.7	(5.0)
At 31 December	0.1	–

14. Trade and other receivables

18. Provisions

	Reorganisation £m	Product warranty £m	Legal, contractual and other £m	Total £m
At 1 January 2022	9.6	6.8	5.9	22.3
Provision during the year	1.3	3.9	2.4	7.6
Disposal of businesses	–	(0.2)	–	(0.2)
Utilised during the year	(7.9)	(3.7)	(1.4)	(13.0)
Released during the year	–	(0.2)	(0.1)	(0.3)
Foreign exchange difference	0.1	0.4	0.3	0.8
At 31 December 2022	3.1	7.0	7.1	17.2

Reorganisation
Reorganisation provisions relate to committed restructuring plans in place within the business. Costs are mostly expected to be incurred within one year and there is little judgement in determining the amount.

15. Cash and cash equivalents

	2022 £m	2021 £m
Cash and cash equivalents	228.1	167.8

16. Borrowings

Current

Interest rate	Repayable date	2022 £m	2021 £m
Bank overdrafts	On demand	0.1	–
Bank loans unsecured	Determined on draw down	–	£450.0m (2021: £250.0m)
	On demand	–	–
Total current borrowings		0.1	–

Non-current

Interest rate	Maturity date	2022 £m	2021 £m
Bank loans unsecured	1 July 2025	–	–
	Relevant RFR/LIBOR +55bps
Total non-current borrowings		–	–
Total current and non-current borrowings		0.1	–

Total unsecured borrowings | | 0.1 | – |

At 31 December 2022, the $500.0m (£414.9m) revolving credit facilities were undrawn (31 December 2021: the $500.0m (£370.3m) facilities were undrawn).

Movements in total unsecured borrowings are reconciled as follows:

	2022 £m	2021 £m
At 1 January	–	119.8
Notional cash-pooling movements	–	(15.0)
Proceeds from borrowings	326.2	70.0
Repayment of borrowings	(326.8)	(169.8)
Effect of foreign exchange rates	0.7	(5.0)
At 31 December	0.1	–

14. Trade and other receivables

Changes in liabilities arising from financing arrangements

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 Statement of Cash Flows as cash flow from financing activities.

£m	Note	At 31 December 2021	Financing cash flows	New leases	Acquisitions of businesses	Disposal of businesses	Other non-cash movement	Exchange movement	At 31 December 2022
		65.9	(17.0)	13.2	1.0	(3.2)	0.2	5.0	65.2
Bank overdrafts (including notional cash-pooling related bank overdrafts)		0.1	–	–	–	–	–	–	0.1
Debt		–	(0.7)	0.1	–	–	(0.1)	0.7	–
Total borrowings		0.1	(0.6)	0.1	–	–	(0.1)	0.7	0.1
Lease liabilities (including lease liabilities classified as held for sale)	2	65.9	(16.4)	13.1	1.0	(3.2)	0.3	4.3	65.1
Total liabilities from financing arrangements		65.9	(17.0)	13.2	1.0	(3.2)	0.2	5.0	65.2

£m	Note	At 31 December 2020	Financing cash flows	New leases	Acquisitions of businesses	Disposal of businesses	Other non-cash movement	Exchange movement	At 31 December 2021
		170.6	(129.6)	40.5	5.4	(15.2)	0.9	(6.7)	65.9
Bank overdrafts (including notional cash-pooling related bank overdrafts and overdrafts classified as held for sale)		15.3	(15.3)	–	–	–	–	–	–
Debt		104.5	(99.5)	–	–	–	–	(5.0)	–
Total borrowings		119.8	(114.8)	–	–	–	–	(5.0)	–
Lease liabilities (including lease liabilities classified as held for sale)	2	50.8	(14.8)	40.5	5.4	(15.2)	0.9	(1.7)	65.9
Total liabilities from financing arrangements		170.6	(129.6)	40.5	5.4	(15.2)	0.9	(6.7)	65.9

The cash flows from bank overdrafts (including notional cash-pooling related bank overdrafts) and debt make up the net amount of proceeds from borrowings, repayment of borrowings and notional cash-pooling movements in the Consolidated Statement of Cash Flows.
Lease liabilities at 31 December 2022 includes £nil liabilities classified as held for sale (2021: £nil, 2020: £11.9m).
During 2021, £3.9m of contract liability balances were recognised as part of the acquisition of Concurrent-FLRT, in the Spectris Dynamics product group. Also, during 2021, £2.3m of contract liability balances were derecognised on the disposal of ESG and NDC Technologies, part of the Other non-reportable segments product group.## Product Warranties

Warranty provisions are reflected for unfi lled commitments made to customers on the sale of goods in the ordinary course of business and are included within the Group’s standard terms and conditions. Warranty commitments typically apply for a 12-month period, but can extend to 36 months. These extended warranties are not individually significant.

Legal, Contractual and Other Provisions

Legal, contractual and other provisions mainly comprise amounts provided against open legal and contractual disputes arising in the ordinary course of business. The Group has on occasion been required to take legal or other actions to protect its intellectual property rights, to enforce its commercial contracts or otherwise and similarly to defend itself against proceedings brought by other parties. Provisions are made for the expected costs associated with such matters, based on past experience of similar items and other known factors, taking into account professional advice received, and represent management’s best estimate of the most likely outcome. The timing of utilisation of these provisions is frequently uncertain, reflecting the complexity of issues and the outcome of various court proceedings and negotiations.

Contractual and other provisions represent the Directors’ best estimate of the cost of settling current obligations.

No provision is made for proceedings which have been or might be brought by other parties against Group companies unless management, taking into account professional advice received, assesses that it is probable that such proceedings may be successful. Contingent liabilities associated with such proceedings have been identified, but the Directors are of the opinion that any associated claims that might be brought can be defeated successfully and, therefore, the possibility of any material outflow in settlement is assessed as remote.

17. Trade and other payables

	2022 £m (Restated 1)	2021 £m
Current
Trade payables	62.8	59.7
Accruals	114.0	108.2
Customer advances	48.5	39.9
Contract liabilities	98.4	77.9
Deferred and contingent consideration on acquisitions	3.3	1.1
VAT and similar taxes payable	27.0	17.5
Goods received not invoiced	14.9	14.9
Other payables	4.8	11.0
	373.7	330.2
Non-current
Contract liabilities	3.9	3.4
Deferred and contingent consideration on acquisitions	–	0.4
Accruals	9.9	10.0
	13.8	13.8

The Group has performed an analysis to disaggregate the ‘Other Payables’ as a result, prior year comparative figures have been restated to reflect this realignment. Total trade and other payables for 2021 remains unchanged. The fair value of trade and other payables approximates to their carrying amount due to the short-term maturities associated with these items.

Contract liabilities relate to the following product groups:	2022 £m (Restated 2)	2021 £m
Spectris Scientific	71.5	53.8
Spectris Dynamics	30.6	27.2
Omega	–	0.1
Others	0.2	0.2
	102.3	81.3

The table above shows restated comparative figures for the product groups at 31 December 2021, reflecting the impact of changes the Group made to its operating segments during the year ended 31 December 2022 (see note 2 for further details).

Significant changes in contract liabilities during the year 2022:

During 2022, £4.1m of contract liability balances were recognised as part of the acquisition of Creoptix, in the Spectris Scientific product group. The remainder of the increase primarily reflects increased systems-related orders in Spectris Scientific.

There were no other significant changes in contract liability balances during 2022.

Retirement benefit plans

Spectris plc operates funded defined benefit and defined contribution pension plans for the Group’s qualifying employees in the UK. At 31 December 2022, 16 overseas subsidiaries (2021: 15) in six overseas countries (2021: six) provide defined benefit plans. Other UK and overseas subsidiaries have their own defined contribution plans invested in independent funds.

Defined benefit plans

The UK, German, Dutch, Swiss, Austrian, French, Italian and Japanese plans provide pensions in retirement, death in service and, in some cases, disability benefits to members. The pension benefit is linked to members’ final salary at retirement and their service life. Since 31 December 2009, the UK plan has been closed to all service accruals. The German and Dutch plans are closed to new members. The Italian plan is a mandatory Trattamento di Fine Rapporto (‘TFR’) severance plan.

The plans expense through the Group to actuarial risks, such as longevity risk, currency risk, interest rate risk and market (investment) risk.Inflation and interest rate hedges are taken out to mitigate risks arising out of the UK plan and some reinsurance existences in respect of the overseas plans. The overseas plans are funded by the Group’s overseas subsidiaries and the UK plan has been funded by both the Group’s UK subsidiaries and the Company. The assets of the UK plan are invested in accordance with Section 40 of the Pensions Act 1995. Although the Act permits 5% of the plan’s assets to be invested in ‘employer-related investments’, the Trustee has elected that none of the plan assets are to be invested directly in Spectris plc shares. The Trustee also holds interest rate and inflation swaps to help protect against the impact of changes in prevailing interest rates and price inflation, which in conjunction with the corporate bond portfolio aims to fully hedged against interest and inflation rate risks on the basis used by the Trustee to fund the plan. Trustee investment in derivatives is only made in so far as they contribute to the reduction of investment risks or facilitate efficient portfolio management and are managed such as to avoid excessive risk exposure to a single counterparty or other derivative operations. The Trustee of the UK plan has invested a large proportion of the plan’s assets in a buy and maintain corporate bond portfolio, designed to move in a similar way to the value of the plan’s liabilities. The Trustee has also entered into a swaps strategy which seeks to further mitigate against movement in interest rates and price inflation over time.

The funding requirements are based on the individual fund’s actuarial measurement framework set out in the funding policies of the various plans.

The Group has determined that, in accordance with the terms and conditions of the defined benefit plans, and in accordance with statutory requirements (including minimum funding requirements) of the plans of the respective jurisdictions, the present value of the refunds or reductions in future contributions in future contributions is not lower than the balance of the total fair value of the plan assets less the total present value of liabilities. This determination has been made on a plan-by-plan basis. As such, no decrease in the defined benefit asset was necessary at 31 December 2022.

The last full actuarial valuation for the UK plan was 31 December 2020 and for the overseas plans was 31 December 2022, where available. Where applicable, the valuations were updated to 31 December 2022 for IAS 19 (Revised) ‘Employee Benefits’ purposes by qualified independent actuaries.

The Group’s contributions to defined benefit plans during the year ended 31 December 2022 were £20.0m (2021: £11.1m). Contributions for 2023 are expected to be £11.2m for the UK plan and £11.1m for the overseas plans.

As a result of the UK plan’s full actuarial valuation at 31 December 2020, it has been agreed that the Group will make past service deficit recovery payment totalling £11.2m a year for a period of six years from 1 January 2022 until 31 December 2027. The contribution rates are subject to review at future valuations and periodic certification of the schedule of contributions.

The assumptions used by the actuary to value the liabilities of the defined benefit plans were:

	UK plan % p.a.	Overseas plans % p.a.	UK plan % p.a.	Overseas plans % p.a.
Discount rate	4.85	3.15	–	3.80
Salary increases	n/a	1.50	–	3.00
Pension increases in payment	2.30	0.0	–	2.25
Pension increases in deferment	2.55	n/a	2.8	3.25
Inflation assumption	2.55	1.25	–	3.50
Interest credit rate	n/a	1.00	n/a	1.0

The weighted average duration of the defined benefit obligation at 31 December 2022 was approximately 12 years (2021: 14 years) for the UK plan and 14.3 years (2021: 14.8 years) for the overseas plans.

Pensioner life expectancy assumed in the 31 December 2022 valuation is based on the following tables:

UK plan
103% and 106% of the S3PA tables centred in 2013 for males and females respectively.
Future improvements in line with the core CMI_2021 model subject to a long-term improvement rate of 1.25% per annum, an initial addition of 0.2% and weightings of 7.5% on both 2020 and 2021.

French plans INSEE 2013
German plans Dr K Heubeck pension tables 2018
Dutch plans A.G. .

Progno setaf el 2018
Swiss plans BVG 2020 – CMI 1.50%
Italian plans SI 2019

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Spectris plc 143 Notes to the Accounts Sample of the ages with which pensioners are assumed to live to across the Group’s defined benefit plans are as follows:

	Male	Female
Pensioners aged 65 in 2022	84.9 – 87.0	88.1 – 89.7
Pensioners aged 65 in 2042	82.6 – 88.9	88.4 – 91.3

Amounts recognised in the Consolidated Income Statement

	UK plan 2022 £m	UK plan 2021 £m	Overseas plans 2022 £m	Overseas plans 2021 £m	Total 2022 £m	Total 2021 £m
Current service cost	–	–	0.4	0.7	0.4	0.7
Past service credit	–	–	(0.1)	(0.3)	(0.1)	(0.3)
Administrative cost	–	0.7	–	–	–	0.7
Settlement/curtailment	–	–	(0.1)	–	(0.1)	–
Net interest cost	0.2	0.1	0.1	0.1	0.3	0.2
	0.8	0.3	0.5	0.5	1.3	0.5

The current service cost, past service credit, administrative cost and settlement/curtailment are recognised in administrative expenses in the Consolidated Income Statement.# Spectris plc - 2022 Annual Report on Form 20-F

The net interest cost is not included in the defined benefit obligation is recognised in finance costs in the Consolidated Statement of Income. All actuarial gains and losses are recognised in the Consolidated Statement of Comprehensive Income.

On 17/02/2023, insurance premiums for death-in-service benefits amounting to £0.4m (2021: £0.3m) were paid. All income is shown in the Consolidated Statement of Comprehensive Income.

Amounts recognised in the Consolidated Statement of Comprehensive Income

	UK plan	Overseas plans	Total
	2022 £m	2021 £m	2022 £m
Actuarial gains/(losses) recognised in the current year	9.8	(2.4)	3.3
Foreign exchange (losses)/gains in the current year	–	–	(0.7)
Total gains/(losses) recognised in the current year	9.8	(2.4)	2.6

Amounts recognised in the Consolidated Statement of Financial Position

	UK plan	Overseas plans	Total
	2022 £m	2021 £m	2022 £m
Present value of defined benefit obligations	(90.6)	(133.2)	(22.4)
Fair value of plan assets	90.4	122.2	13.7
Net deficit in plans	(0.2)	(11.0)	(8.7)

Reconciliation of movement in net deficit

Spectris plc - 2022 Annual Report on Form 20-F

Reconciliation of movement in the present value of the defined benefit obligation

Analysis as: Present value of unfunded defined benefit obligation | – | – | 5.0 | 6.2 | 5.0 | 6.2
Present value of funded defined benefit obligation | 90.6 | 133.2 | 17.4 | 20.3 | 108.0 | 153.5

Reconciliation of movement in fair value of plan assets

Fair value of assets	UK plan	Overseas plans	Total
	2022 £m	2021 £m	2022 £m
Equity instruments	1.7	7.8	–
Corporate bonds	67.1	92.6	–
Government bonds	12.5	20.2	–
Cash and financial derivatives and other (net)	9.0	1.5	–
Insurance policies	0.1	0.1	13.7
	90.4	122.2	13.7

Asset class	UK plan	Overseas plans
	2022 £m	2021 £m
i. Government Bonds	13.8	17.2
ii. Corporate Bonds	74.2	76.1
iii. Equity	1.9	5.9
iv. Cash	25.0	6.8
v. Insurance contracts	0.1	0.1
vi. Other	(15.0)	(6.1)
	100.0	100.0

The UK plan assets are invested in active markets which have a quoted market price. The overseas plan assets are invested in insurance policies.

20. Deferred tax

The movement in the net deferred tax asset/(liability) is shown below.

Note	2022 £m	2021 £m
At 1 January	1.8	(11.1)
Measurement period adjustments	(1.4)	–
Foreign exchange difference	2.0	0.8
Acquisition of subsidiary undertakings	23	2.5
Disposal of businesses	(8.6)	0.6
Deferred tax on changes in fair value of forward exchange contracts recognised in the Consolidated Statement of Comprehensive Income	(0.1)	(0.2)
Deferred tax on re-measurement of net defined benefit liability recognised in the Consolidated Statement of Comprehensive Income	3.4	(0.9)
Deferred tax on share-based payments recognised in equity	(0.1)	(1.1)
Deferred tax charge on discontinued operations	6.4	0.9
Credited to the Consolidated Income Statement	(6.5)	(4.2)
At 31 December	(0.6)	1.8
Comprising:
Deferred tax liabilities	15.6	23.0
Deferred tax assets	(16.2)	(21.2)
	(0.6)	1.8

Sensitivity analysis

The table below shows the sensitivity of the Consolidated Statement of Financial Position to changes in the significant pension assumption, based on a reasonably expected change given current market conditions:

	Impact on plan liabilities as at 31 December 2022
	UK plan
Discount rate
Increase by 1%	Decrease by £9.3m
Rate of price inflation (RPI)
Increase by 1%	Increase by £5.9m
Assumed life expectancy at age 65
Increase by 1 year	Increase by £2.4m

The sensitivity analysis is approximate and extrapolation beyond the ranges shown may not be appropriate.# Notes to the Accounts

20. Deferred tax

GOVERNANCE

FINANCIAL STATEMENTS

Spectris plc
Directors' Report
2022
146

The total cost of the defined contribution plans for the year was £20.1m (2021: £173.3m). There were no outstanding or prepaid contributions to these plans as at the end of the year.

Defined contribution plans

The movement in deferred tax assets and liabilities during the year are shown below. Deferred tax assets and liabilities are only ofset where there is a legally enforceable right of ofset and they relate to income taxes levied by the same taxation authority.

Net deferred tax (assets)/liabilities
£m | Accelerated tax depreciation | Accruals and provisions | Tax losses | Unrealised profit on inter-company transactions | Pension plans | Goodwill and other intangible assets | Other | Total
---|---|---|---|---|---|---|---|---
2022 | | | | | | | |
At 1 January 2022 | 0.4 | (18.2) | (0.3) | (7.0) | (6.0) | 36.1 | (3.2) | 1.8
Measurement period adjustments | – | – | (1.4) | – | – | – | – | (1.4)
Foreign exchange difference | – | – | – | – | – | 2.0 | – | 2.0
Acquisition of subsidiary undertakings | – | 0.2 | (2.2) | – | (0.1) | 4.6 | – | 2.5
Disposal of businesses | 0.1 | 0.6 | – | – | – | (9.3) | – | (8.6)
Deferred tax on changes in fair value of forward exchange contracts recognised in the Consolidated Statement of Comprehensive Income | – | – | – | – | – | (0.1) | (0.1) | (0.1)
Deferred tax on re-measurement of net defined benefit obligation recognised in the Consolidated Statement of Comprehensive Income | – | – | – | – | 3.4 | – | – | 3.4
Deferred tax on share-based payments recognised in equity | – | – | – | – | – | – | (0.1) | (0.1)
Discontinued Operations deferred tax charge | 0.1 | 0.4 | – | – | – | 0.1 | 5.8 | 6.4
(Credited)/charged to the Consolidated Income Statement | 1.5 | (6.4) | (0.4) | (3.5) | – | 1.6 | 0.7 | (6.5)
At 31 December 2022 | 2.1 | (23.4) | (4.3) | (10.5) | (2.7) | 35.1 | 3.1 | (0.6)

Net deferred tax (assets)/liabilities
£m | Accelerated tax depreciation | Accruals and provisions | Tax losses | Unrealised profit on inter-company transactions | Pension plans | Goodwill and other intangible assets | Other | Total
---|---|---|---|---|---|---|---|---
2021 | | | | | | | |
At 1 January 2021 | 3.4 | (19.7) | (0.7) | (6.7) | (5.7) | 18.8 | (0.5) | (11.1)
Foreign exchange difference | – | – | – | – | – | 0.8 | – | 0.8
Acquisition of subsidiary undertakings | – | – | – | – | (0.1) | 17.1 | – | 17.0
Disposal of businesses | 0.1 | 0.7 | 0.4 | 0.9 | 0.1 | (1.8) | 0.2 | 0.6
Deferred tax on changes in fair value of forward exchange contracts recognised in the Consolidated Statement of Comprehensive Income | – | – | – | – | – | – | (0.2) | (0.2)
Deferred tax on re-measurement of net defined benefit obligation recognised in the Consolidated Statement of Comprehensive Income | – | – | – | – | (0.9) | – | – | (0.9)
Deferred tax on share-based payments recognised in equity | – | – | – | – | – | – | (1.1) | (1.1)
Discontinued Operations deferred tax charge | (2.7) | 0.3 | – | – | – | 3.3 | – | 0.9
(Credited)/charged to the Consolidated Income Statement | (0.4) | 0.5 | – | (1.2) | 0.6 | (2.1) | (1.6) | (4.2)
At 31 December 2021 | 0.4 | (18.2) | (0.3) | (7.0) | (6.0) | 36.1 | (3.2) | 1.8

The cost of funding and administering the defined contribution plans for the year was £20.1m (2021: £173.3m). The cost of funding and administering the defined contribution plans for the year was £20.1m (2021: £173.3m).

Other reserves

Movements in reserves are set out in the Consolidated Statement of Changes in Equity. The retained earnings reserve also includes own shares purchased by the Company and treated as treasury shares. The nature and purpose of other reserves forming part of equity are as follows:

Translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the Financial Statements of foreign subsidiaries, including gains or losses arising from net investment hedging.

Hedging reserve
This reserve records the cumulative net change in the fair value of forward exchange contracts designated as effective cash flow hedging relationships.

Merger reserve
This reserve arose on the acquisition of Servomex Limited in 1999, a purchase satisfied substantially by the issue of share capital and therefore eligible for merger relief under the provisions of Section 612 of the Companies Act 2006.

Capital redemption reserve
This reserve records the repurchase of the Company’s own shares. During the year, as a result of the share buyback programme, the capital redemption reserve increased by £0.3m (2021: £0.2m), reflecting the nominal value of the cancelled ordinary shares.

22. Share-based payments

Tris Long Term Incentive Plan (LTIP) – awards granted from 2010 onwards with performance conditions attached

The LTIP is used to grant share awards with performance conditions attached to senior executives and key employees that are settled in either equity or cash.

Both cash and equity-settled LTIP awards are expected to vest, subject to their performance conditions, after three years. Vested equity-settled LTIP awards, which are granted in the form of nominal share options, must be exercised within the next seven years, whereas vested conditional share awards and cash-settled awards are paid out on or shortly after the vesting date. All LTIP awards granted to Executive Directors are subject to an additional two-year holding period. The Executive Directors’ LTIP awards vest after five years (three-year performance period plus two-year holding period) and must be exercised within the next five years.

Subject to the LTIP awards vesting, participants receive additional dividend shares on the LTIP awarded shares under the LTIP award.# 21. Share capital and reserves

Deferred tax

Unrecognised temporary differences

Deferred tax assets have not been recognised in the following temporary differences due to the degree of uncertainty over both the amount and utilisation of the underlying tax losses and deductions in certain jurisdictions.

Tax losses

Tax losses	2022 £m	2021 £m
	25.1	29.0
	25.1	29.0

Unremitted earnings

It is likely that the unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption such that no UK tax would be payable upon remitting these earnings to the UK. However, £306.6m (2021: £263.7m) of those earnings may still result in a tax liability, principally as a result of the dividend withholding taxes levied by the overseas tax jurisdictions in which those subsidiaries operate. These tax liabilities are not expected to exceed £116.3m (2021: £113.6m), of which only £4.5m (2021: £2.5m) has been provided for as the Group is able to control the timing of the dividends. It is not expected that further amounts will crystallise in the foreseeable future.

Share capital and reserves

	Number of shares Millions	£m	Number of shares Millions	£m
Issued and fully paid (ordinary shares of 5p each):
At 1 January	109.1	5.5	115.6	5.8
During the year ended 31 December 2022, 6,439,493 ordinary shares were repurchased and cancelled by the Group as part of the £330m share buyback programme announced on 19 April 2022, resulting in a cash outflow of £191.0m, including transaction fees of £1.2m.
During the year ended 31 December 2021, 5,596,739 ordinary shares were repurchased and cancelled by the Group as part of the £220m share buyback programme announced on 25 February 2021, resulting in a cash outflow of £201.3m, including transaction fees of £1.3m.
No ordinary shares were issued upon exercise under share option schemes during the year (2021: nil).
At 31 December 2022, the Group held 45,596,698 treasury shares (2021: 47,767,106). During the year, 170,408 of these shares were issued to satisfy options exercised by, and SIP Matching shares awarded to, employees which were granted under the Group’s share schemes (2021: 167,461).
The Group has an employee benefit trust (‘EBT’), which operates the Spectris Share Incentive Plan (‘SIP’) to all eligible UK-based employees. The EBT holds shares in Spectris plc for the purposes of the SIP, further details of which are disclosed in the Directors’ Remuneration Report. At 31 December 2022, the EBT held 55,570 shares which were purchased from the
Notes to the Accounts
20. Deferred tax
Spectris plc
	2022		2021
	£m		£m
Linked (tax-advantaged) awards
Some PSP and LTIP awards granted to UK employees are linked to a grant of market value shares or options under the terms of HMRC’s Tax-advantaged Company Share Option Plan (‘Linked (tax-advantaged) awards’). Linked (tax-advantaged) awards are granted up to an aggregate value of £30,000, which is HMRC’s limit. The Linked (tax-advantaged) awards have the same performance and vesting conditions as the PSP/LTIP awards to which they are linked.
When an employee chooses to exercise a PSP/LTIP award which is linked to a Linked (tax-advantaged) award, both parts are also automatically exercised at the same time. Should there be a gain on exercise from the Linked (tax-advantaged) award part, then a proportion of the PSP/LTIP award will lapse to ensure that the overall gross value received from the combined exercise of these awards is no more than would have been delivered from a stand-alone equivalent PSP/LTIP award.
Dividends
For PSP awards granted in or after 2014, the dividend shares are of equivalent value to the Company’s dividends paid between the date of grant and the vesting date. For PSP awards granted before 2014, dividend shares were of equivalent value to the Company’s dividends paid between the date of grant and the date of exercise.

22. Share-based payments

Continued

LTI awards

LTI awards granted to Executive Directors and Executive Committee members are subject to an adjusted earnings per share growth target (‘EPS’) and a return on gross assets’ capital employed (‘ROGCE’) target. All vesting under these performance conditions will then be further assessed against both absolute and relative Total Shareholder Return (‘TSR’) metrics which can potentially increase the vested award via a multiplier (maximum 1.4 times).

The performance conditions attached to LTI awards granted to senior managers are one-third EPS, one-third ROGCE and the remaining one-third solely subject to continuous employment over the three-year vesting period. LTI Awards below senior management level are subject to EPS (50%) and ROGCE (50%).

Normally, LTI awards granted to participants who leave employment prior to vesting will be forfeited. In the event a participant leaves due to a qualifying reason, they receive a time pro-rated entitlement.

PSP performance conditions

Outstanding PSP awards granted to Executive Directors were subject to the following performance conditions: one-third EPS; one-third economic profit (‘EP’); and one-third relative TSR. The vesting outcome against the PSP performance conditions have been confirmed and the Executive Directors’ out-standing PSP awards are currently in the additional two-year holding period.

PSP awards granted to other members of the Executive Committee in 2017 and 2018 are subject to the following performance conditions: one-third subject to EPS; one-third subject to EP; and one-third solely subject to continuous employment over the three-year vesting period.

In 2019, the same conditions applied for Head Of Office Executive Committee roles however the EP target was replaced for an operating company profit target for the Executive Committee members who are Presidents of an operating company.

PSP awards granted to other senior head of office management were, until 2016, 50% subject to EPS and 50% subject to TSR. From 2017 onwards, senior head of office management have two-thirds of their PSP awards subject to EPS and the remaining one-third solely subject to continuous employment over the three-year vesting period.

PSP awards granted to executives and senior managers of the Group’s operating companies until 2016 had two-thirds subject to an operating company profit target and one-third subject to EPS. In 2017 and 2018, the performance conditions have been two-thirds operating company profit targets and one-third continuous employment over the three-year vesting period. In 2019, the performance conditions were one-third operating company profit targets, one-third EPS and one-third continuous employment over the three-year vesting period.

Normally, PSP awards granted to participants who leave employment prior to vesting will be forfeited. In the event a participant leaves due to a qualifying reason, they receive a time pro-rated entitlement.

Specifics Reward Plan (SRP) – awards granted from 2020 onward

The SRP is used to grant share awards with no performance conditions attached to key employees that are settled in equity or, in limited circumstances, in cash. SRP awards cannot be granted to an Executive Director of Spectris plc.

Vested equity-settled awards, which are granted in the form of nominal share options, must be exercised within the next seven years, whereas vested conditional share awards and cash-settled awards are paid out on or shortly after the vesting date.

On vesting, participants receive additional dividend shares on the vested shares under the SRP award. Dividend shares are of equivalent value to the Company’s dividends paid between the date of grant and the vesting date.

Specifics Deferred Bonus Plan (DBP) – awards granted from 2021 onward

The DBP is used to grant share awards with no performance conditions attached to Executive Directors and are settled in equity. This represents the 50% of the Executive Directors’ annual bonus that is deferred into shares each year.

DBP awards are expected to vest after three years and must be exercised within the next seven years. On vesting, the Executive Directors receive additional dividend shares on the vested shares under the DBP award. Dividend shares are of equivalent value to the Company’s dividends paid between the date of grant and the vesting date.

Specifics Share Incentive Plan (SIP)

The SIP, a UK tax-advantaged share matching plan, was launched after it was approved by shareholders at the May 2018 AGM.UK employees can invest up to £150 per month to buy ordinary shares in the Company (‘Own Partnership shares’) to tax efficiently and for their every five

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS Spectris plc      149

Long Term Incentive Plan and Performance Share Plan (equity awards)

	2022	2021
	Number thousands	Weighted average exercise price £
At 1 January	1,776	0.05
Shares granted	711	0.05
Addition of reinvested dividends	17	–
Exercised	(166)	0.05
Forfeited	(518)	0.05
At 31 December	1,820	0.05
Exercisable at 31 December	120	0.05

Long Term Incentive Plan and Performance Share Plan (Linked tax-advantaged)

Year of grant	Remaining contractual life of options	2022	2021
		Number thousands	Weighted average Exercise price £
2012 PSP	–	–	–
2017 PSP	>5 years	1	26.31
2018 PSP	>6 years	1	25.80
2019 PSP	>7 years	5	26.69
2020 LTIP	>8 years	29	22.72
2021 LTIP	>9 years	30	31.95
2022 LTIP	>10 years	41	26.76
		107	27.11

The weighted average remaining contractual life of the PSP and LTIP (Linked tax-advantaged) awards is 8.93 years (2021: 8.89 years).

Long Term Incentive Plan and Performance Share Plan (Linked tax-advantaged)

	2022	2021
	Number thousands	Weighted average exercise price £
At 1 January	101	27.05
Shares granted	45	26.74
Exercised	(6)	25.99
Forfeited	(33)	26.62
At 31 December	107	27.11
Exercisable at 31 December	7	26.76

Own Partnership shares purchased

If employees buy ordinary shares in the Company (‘Own Partnership shares’), the Company will gift one free ordinary share (‘Matching share’). Matching shares need to be held in the SIP Trust for at least twelve months otherwise these shares are potentially subject to forfeiture.

The Company incurs a charge on any Matching shares awarded under the SIP. The charge in 2022 was £0.1m (2021: £0.1m).

The number of outstanding share incentives are summarised below:

Incentive plan	2022	2021
	Number thousands	Number thousands
Equity-settled:
Long Term Incentive Plan	1,385	1,023
Performance Share Plan	135	522
Long Term Incentive Plan (Linked tax-advantaged)	99	64
Performance Share Plan (Linked tax-advantaged)	8	37
Spectris Reward Plan	262	221
Deferred Bonus Plan	38	10
Total equity-settled	1,927	1,877
Cash-settled:
Long Term Incentive Plan Cash	71	43
Spectris Reward Plan Cash	15	12
Performance Share Plan (Phantom allocations)	–	12
Total cash-settled	86	67
Total outstanding	2,013	1,944

Share options outstanding at the end of the year (equity settled)

Year of grant	Remaining contractual life of options	2022	2021
		Number thousands	Weighted average Exercise price £
2012 PSP	–	–	–
2013 PSP	>1 year	–	–
2015 PSP	>3 years	1	0.05
2016 PSP	>4 years	9	0.05
2017 PSP	>5 years	37	0.05
2018 PSP	>6 years	26	0.05
2019 PSP	>7 years	62	0.05
2020 LTIP/SRP	>8 years	515	0.05
2021 LTIP/SRP/DBP	>9 years	533	0.05
2022 LTIP	>10 years	637	0.05
		1,820	0.05

The weighted average remaining contractual life of the LTIP, SRP and PSP equity settled awards is 8.85 years (2021: 8.97 years).

Share options outstanding at the end of the year (cash-settled)

Long Term Incentive Plan, Spectris Reward Plan and Performance Share Plan (Phantom allocations)

The weighted average remaining contractual life of the cash-settled awards is 1.99 years (2021: 2.18 years).

Long Term Incentive Plan, Spectris Reward Plan and Performance Share Plan (Phantom allocations)

Share-based payment expense

Share options are valued using the stochastic option pricing model (also known as the Monte Carlo model) in respect of TSR, and the Black-Scholes model for all other options, with support from an independent remuneration consultant. For options granted in 2022 and 2021, the fair value of options granted and the assumptions used in the calculation, are as follows:

	2022	2021	2022	2021	2022	2021
	Equity-settled		Equity-settled		Cash-settled	Cash-settled
	LTIP & SRP (Linked tax-advantaged)	LTIP & SRP	LTIP & SRP	LTIP & SRP	LTIP & SRP Cash	LTIP & SRP Cash
Weighted average share price at date of grant (£)	26.94	31.55	26.97	31.81	26.98	31.69
Weighted average exercise price (£)	0.05	0.05	26.74	31.88	0.05	0.05
Expected volatility	28.41%	29.83%	28.55%	29.38%	28.58%	29.86%
Expected life	30.13 yrs	30.12 yrs	30.07 yrs	3 yrs	3 yrs	28.86 yrs
Risk-free rate	1.37%	0.22%	1.39%	0.21%	1.39%	0.20%
Expected dividends (expressed as a yield)	–	–	–	–	–	–
Weighted average fair values at date of grant (£):
TSR condition	10.25	19.12	n/a	n/a	n/a	n/a
ROGCE condition	20.38	23.99	5.81	6.52	26.91	31.73
EPS condition	20.38	23.99	5.81	6.52	26.91	31.73
Service condition	26.48	31.37	5.84	6.50	26.98	31.54
Weighted average fair values at 31 December (£):
ROGCE condition (cash-settled)	29.09	35.41
EPS condition (cash-settled)	29.09	35.70
Profit condition (cash-settled)	n/a	36.40
Service condition (cash-settled)	29.12	35.52

The expected volatility is based on historical volatility over the expected term. The expected life is the average expected period to exercise.# Notes to the Accounts

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

Spectris plc 2022 151

In the Consolidated Income Statement for the year ended 31 December 2022, sales of £4.2m and statutory operating profit of £0.5m have been included for the acquisition of MB connect. Group revenue and statutory operating profit from continuing operations for the year ended 31 December 2022 would have been £1,328.6m and £172.6m, respectively, had this acquisition been taken place on the first day of the financial year.

Where appropriate, a detailed exercise has been undertaken to assess the fair value of assets acquired and liabilities assumed. Consequently, supported by the use of the use of third-party experts. The valuation of intangible and tangible assets requires the use of assumptions and estimates.

Intangible asset assumptions consist of future growth rates, expected inflation and attrition rates, discount rates used and useful economic lives. Due to their contractual due dates, the fair value of receivables approximates to the gross contractual amounts receivable. The amount of gross contractual receivables not expected to be recovered is immaterial. There are no material contingent liabilities recognised in accordance with IFRS 3 (Revised).

Acquisition-related costs (including in administrative expenses) amount to £0.1m.

Dytran

On 1 September 2022, the Group acquired 100% of the share capital of Dytran Instruments, Inc (‘Dytran’) for net consideration of £69.6m, made up of £70.5m gross consideration in cash less £0.9m net cash acquired. There was no contingent consideration recognised on this acquisition. Dytran is a leading designer and manufacturer of piezoelectric and MEMS-based accelerometers and sensors for measuring dynamic force, pressure and vibration, with its largest market in North America. The transaction is in line with Spectris’s strategy to make synergistic acquisition to enhance and grow its businesses. The acquisition strengthens Spectris Dynamics’ piezoelectric offering, adds new MEMS capability and expands sales into North America. The acquisition also allows for the offering both companies to leverage complementary capabilities and provide enhanced customer offering and solutions to enable accelerated product development.

Dytran will be integrated into the Spectris Dynamics segment and cash generating unit. The excess of the fair value of consideration paid over the fair value of the net tangible assets acquired is represented by the following intangible assets: customer-related relationships, brand, order backlog and goodwill. Goodwill arising is attributable to the assembled work force, synergy from cross-selling goods and services and cost synergies.

In the Consolidated Income Statement for the year ended 31 December 2022, sales of £8.3m and statutory operating profit of £1.3m have been included for the acquisition of Dytran. Group revenue and statutory operating profit from continuing operations for the year ended 31 December 2022 would have been £1,334.5m and £174.3m, respectively, had this acquisition been taken place on the first day of the financial year.

Acquisition-related costs (including in administrative expenses) amount to £1.9m.

23. Acquisitions 2022

Creoptix

On 7 January 2022, the Group acquired 100% of the share capital of Creoptix AG (‘Creoptix’) for net consideration of £37.0m, made up of £37.3m of gross consideration (consisting of £35.1m of cash paid and £2.2m of contingent consideration) less £0.3m of cash acquired. Creoptix is a bioanalytical sensor company, which provides solutions to accelerate discovery and development of new pharmaceutical drugs, substances and products.## Spectris plc

Notes to the Accounts

2021

2. Acquisitions

The transactions are in line with Spectris’ strategy to make synergistic acquisitions to enhance and grow its businesses.

2.1 Creoptix

On 31 October 2022, the Group acquired 100% of the share capital of Creoptix AG (‘Creoptix’) for net consideration of £159.3m, made up of £157.9m gross consideration in cash and £1.4m net cash acquired. There was no contingent consideration recognised on this acquisition.

Creoptix will be integrated into the Spectris Scientific segment and the Malvern Panalytical cash generating unit.

The excess of the fair value of consideration paid over the fair value of the net tangible assets acquired is represented by a technology intangible asset and goodwill. Goodwill arising is attributable to the assembled workforce, in process R&D, expected future customer relationships and synergies from cross-selling goods and services.

In the Consolidated Income Statement for the year ended 31 December 2022, sales of £33.9m and statutory operating loss of £4.2m have been included for the acquisition of Creoptix. As Creoptix was acquired near to the start of the current reporting period, Group revenue and statutory operating profit from continuing operations for the year ended 31 December 2022 would be the approximately the same had this acquisition taken place on the first day of the financial period.

Acquisition-related costs (included in administrative expenses) amounted to £2.8m.

2.2 MB connect line

On 31 March 2022, the Group acquired 100% of the share capital of MB connect line GmbH (‘MB connect’) for net consideration of £87.7m, made up of £89.0m gross consideration in cash less £0.3m net cash acquired. There was no contingent consideration recognised on this acquisition.

MB connect is a leading provider of secure connections between machines and plants for remote access, data collection, and M2M communication. The transaction is in line with Spectris’ strategy to make synergistic acquisitions to enhance and grow its businesses.

MB connect will be integrated into Other non-reportable segments and the Red Lion Controls cash generating unit.

The excess of the fair value of consideration paid over the fair value of the acquired is represented by the following intangible assets: customer-related relationships, technology, brand and goodwill. Goodwill arising is attributable to the acquired workforce, expected future customer relationships and synergies from cross-selling goods and services.

2.3 Concurrent Real-Time

On 9 July 2021, the Group acquired 100% of Concurrent Real-Time (‘Concurrent-RT’) for net consideration of £123.6m, made up of £135.9m gross consideration in cash less £12.3m cash acquired. There was no contingent consideration recognised on this acquisition.

The transaction is in line with Spectris’ strategy to make synergistic acquisitions to enhance and grow its division’s businesses.

Concurrent-RT will be integrated into the Spectris Dynamics reportable segment and cash generating unit. The excess of the fair value of consideration paid over the fair value of the net tangible assets acquired is represented by the following intangible assets: customer-related relationships, contractual rights, technology and goodwill. Goodwill arising is attributable to the acquired workforce, expected future customer relationships and synergies from cross-selling goods and services.

In the Consolidated Income Statement for the year ended 31 December 2021, sales of £154.4m and statutory operating profit of £33.7m have been included for the acquisition of Concurrent-RT. Group revenue and statutory operating profit for the year ended 31 December 2021 would have been £1,130.8m and £158.0m, respectively, had this acquisition taken place on the first day of the financial year.

Acquisition-related costs (included in administrative expenses) amounted to £2.7m in 2021.

Due to their contractual due dates, the fair value of receivables approximates to the gross contractual amounts receivable. The amount of gross contractual receivables not expected to be recovered is immaterial.There are no material contingent liabilities recognised in accordance with IFRS 3 (Revised).

Software licence and asset purchase agreement with VIMANA

On 24 August 2021, the Group completed a software licence and asset purchase agreement with VIMANA for gross consideration of £10.2m in cash. There was no contingent consideration recognised on this acquisition. The transaction advances HBK’s software strategy by bringing technology to HBK and will form the basis for a new offering centre of excellence focused on on-going data management and connectivity. The fair value of net assets acquired was £7.2m, consisting of £7.2m of intangible assets (technology). As a result £3.0m of goodwill was generated, which is attributable to the acquired work force. There are no material contingent liabilities recognised in accordance with IFRS 3 (Revised). The fair value of the net assets acquired is finally. The acquisition is included in the Spectris Dynamics reportable segment and cash operating unit.

In the Consolidated Income Statement for the year ended 31 December 2021, statutory operating profit included £0.3m of costs associated with the VIMANA business. Group revenue and statutory operating profit for the year ended 31 December 2021 would have been £1,292.0m and £154.9m, respectively, had this acquisition not taken place on the first day of the financial year.

Acquisition-related costs (included in administrative expenses) amount to £0.6m in 2021.

The fair values included in the table below relate to the acquisition of Creoptix, MB connect and DyTran during the year:

	Creoptix £m	MB connect £m	DyTran £m	Total fair value £m
Intangible assets	18.5	5.1	35.8	59.4
Property, plant and equipment	0.1	1.2	1.7	3.0
Right of use assets	1.0	–	–	1.0
Inventories	0.6	0.3	5.2	6.1
Trade and other receivables	1.6	0.1	2.9	4.6
Cash and cash equivalents	0.3	0.3	0.9	1.5
Borrowings	–	(0.1)	–	(0.1)
Trade and other payables	(1.9)	(0.1)	(2.3)	(4.3)
Retirement benefit obligations	(0.5)	–	–	(0.5)
Lease liabilities	(1.0)	–	–	(1.0)
Current tax liabilities	–	(0.1)	–	(0.1)
Deferred tax liabilities	(0.9)	(1.6)	–	(2.5)
Net assets acquired	17.8	5.1	44.2	67.1
Goodwill	19.5	3.9	26.3	49.7
Gross consideration	37.3	9.0	70.5	116.8
Adjustment for cash acquired	(0.3)	(0.3)	(0.9)	(1.5)
Net consideration	37.0	8.7	69.6	115.3

Analysis of cash outflow in Consolidated Statement of Cash Flows

	2022 £m	2021 £m
Gross consideration in respect of acquisitions during the year	116.8	146.1
Adjustment for net cash acquired	(1.5)	(12.3)
Net consideration in respect of acquisitions during the year	115.3	133.8
Deferred and contingent consideration on acquisitions included in net consideration during the year to be paid in future years	(2.2)	–
Cash paid during the year in respect of acquisitions	113.1	133.8
Cash paid in respect of prior years’ acquisitions	1.6	1.7
Net cash outflow relating to acquisitions	114.7	135.5

24. Business disposals and disposal groups held for sale

Business disposals

On 1 July 2022, the Group disposed of the Omega reportable segment. The consideration received was £417.9m, settled in cash received. This generated a pre-tax profit on disposal of £293.9m. The divestment was effected to offer a better opportunity to generate returns for shareholders and further enhance Group margins.

The Omega segment has been classified as discontinued operations in the Consolidated Income Statement.

The fair values included in the table below relate to the acquisition of Concurrent-RT and VIMANA during 2021:

	Concurrent-RT £m	VIMANA £m	Total fair value £m
Intangible assets	74.8	7.2	82.0
Property, plant and equipment	2.7	–	2.7
Right of use assets	5.4	–	5.4
Inventories	1.5	–	1.5
Current tax asset	0.3	–	0.3
Trade and other receivables	5.0	–	5.0
Cash and cash equivalents	12.3	–	12.3
Trade and other payables	(6.7)	–	(6.7)
Retirement benefit obligations	(0.5)	–	(0.5)
Lease liabilities	(5.4)	–	(5.4)
Provisions	(0.3)	–	(0.3)
Deferred tax liabilities	(17.0)	–	(17.0)
Net assets acquired	72.1	7.2	79.3
Goodwill	63.8	3.0	66.8
Gross consideration	135.9	10.2	146.1
Adjustment for cash acquired	(12.3)	–	(12.3)
Net consideration	123.6	10.2	133.8

Notes to the Accounts

23. Acquisitions

Spectris plc

153

The profit on disposal of the Omega reportable segment was calculated as follows:

2022
| Omega £m | |
| :----------------------- | :----- |
| Goodwill | 121.3 |
| Other intangible assets | 39.9 |
| Property, plant and equipment – owned and right of use assets | 20.5 |
| Current tax assets | 0.1 |
| Inventories | 20.8 |
| Trade and other receivables | 18.0 |
| Cash and cash equivalents | 7.7 |
| Trade and other payables | (19.9) |
| Lease liabilities | (3.2) |
| Current and deferred tax liabilities | (8.6) |
| Provisions | (0.2) |
| Net assets of disposed businesses | 196.4 |
| Consideration received | |
| Settled in cash | 417.9 |
| Total consideration received | 417.9 |
| Transaction expenses booked to profit on disposal of businesses | (14.3) |
| Net consideration from disposal of businesses | 403.6 |
| Net assets disposed of | (196.4) |
| Currency translation differences transferred from translation reserve | 86.7 |
| Pre-tax profit on disposal of the Omega reportable segment | 293.9 |

Analysis of cash outflow


Consideration received settled in cash	417.9
Cash and cash equivalents held by disposed business	(7.7)
Transaction fees paid	(14.3)
Tax paid on current year disposal of businesses	(15.3)
Net proceeds received in the Consolidated Statement of Cash Flows in respect of current year disposals	380.6
Payments made in respect of prior years’ disposal of businesses	(2.6)
Tax paid on prior year disposal of businesses	(12.6)
Net proceeds received in the Consolidated Statement of Cash Flows	365.4

Notes to the Accounts

23. Acquisitions

Spectris plc

154

The Omega reportable segment has been classified as discontinued operations in the Consolidated Income Statement.The results of the continued operations, which have been included in the profit for the year ended, were as follows:

2022 £m	2021 £m
Revenue	73.9
Ex penses included in adjusted operating profit	(59.9)
Adjusted operating profit	14.0
Other expenses	(1.1)
Profit before tax	12.9
Attributable tax expense	(2.7)
	10.2
Profit on disposal of continued operations	293.9
Tax expense attributable to profit on disposal of continued operations	(17.4)
Profit after tax from continued operations for the year attributable to owners of the Company	286.7

During the year, discontinued operations contributed £6.5m (2021: £23.5m) to the Group’s net cash inflow from operating activities, received £379.8m (2021: £10.8m) in respect of investing activities and paid £0.5m (2021: £0.9m) in respect of financing activities.

2021

On 5 January 2021, the Group disposed of Concept Life Sciences’ legacy for blood testing business based in Cambridge, which formed part of the Specialis Scientific Division. The consideration received was £6.2m, settled in cash received. This generated a profit on disposal of £10.9m.

On 2 February 2021, the Group disposed of 100% of its Millbrook business, which formed part of the Other non-reportable segments. The consideration received was £119.2m, consisting of £71.2m of cash received, €27.5m (£25.0m) of investment units in EQ Ring FPCI (the fund holding the combined UTC-Millbrook group) and a £23.0m investment in debt instruments.

On 1 March 2021, the Group disposed of 100% of its Brüel & Kjær Vibro business, which formed part of the Other non-reportable segments. The consideration received was £15.47m, settled in cash received.

On 3 May 2021, the Group disposed of 100% of its ESG businesses, which formed part of the Other non-reportable segments. The consideration received was £3.4m, settled by cash received. This generated a loss on disposal of £4.8m.

On 1 November 2021, the Group disposed of 100% of its NDC Technologies businesses, which formed part of the Other non-reportable segments. The consideration received was £133.0m, settled by £135.4m cash received less £2.4m estimated completion accounts true-up.

Also included in profit on disposal of businesses in 2021 is a £1.2m credit relating to prior year disposals.

The total profit on disposal of businesses was £226.5m, calculated as follows:

	2021 Brüel & Kjær/ Vibro £m	2021 Millbrook £m	2021 NDC Technologies £m	2021 Other disposals £m	2021 Total £m
Goodwill	14.9	–	3.0	1.1	19.0
Other intangible assets	1.0	0.5	4.4	0.0	5.9
Property, plant and equipment - owned and right of use assets	2.8	108.7	4.1	6.2	121.8
Current and deferred tax assets	–	1.8	–	1.6	3.4
Inventories	3.4	2.9	9.0	0.5	15.8
Trade and other receivables	8.2	23.9	13.9	2.9	48.9
Cash and cash equivalents	6.2	7.1	5.6	1.7	20.6
Trade and other payables	(6.9)	(14.0)	(15.1)	(1.5)	(37.5)
Lease liabilities	(1.1)	(9.8)	(3.2)	(1.1)	(15.2)
Current and deferred tax liabilities	(0.9)	–	(0.7)	–	(1.6)
Provisions	(0.5)	(0.3)	(0.6)	(0.1)	(1.5)
Retirement benefit obligations	(0.6)	–	–	–	(0.6)
Net assets of disposed businesses	26.5	120.8	20.4	11.3	179.0
Consideration received
Settled in cash	154.7	71.2	135.4	9.6	370.9
Investment in equity instruments	–	25.0	–	–	25.0
Investment in debt instruments	–	23.0	–	–	23.0
Estimated completion accounts payable	–	–	(2.4)	–	(2.4)
Total consideration received	154.7	119.2	133.0	9.6	416.5
Transaction expenses booked to profit/(loss) on disposal of business	(7.1)	(3.5)	(5.0)	(0.2)	(15.8)
Net consideration from disposal of business	147.6	115.7	128.0	9.4	400.7
Net assets disposed of (including cash and cash equivalents held by disposal group)	(26.5)	(120.8)	(20.4)	(11.3)	(179.0)
Currency translation difference transferred from translation reserve	3.3	0.4	0.9	0.2	4.8
Profit/(loss) on disposal of business	124.4	(4.7)	108.5	(1.7)	226.5

Net proceeds recognised in the Consolidated Statement of Cash Flows

Consideration received settled in cash	Cash and cash equivalents held by disposed businesses	Transaction fees paid	Net proceeds recognised in the Consolidated Statement of Cash Flows
154.7	(6.2)	(7.1)	141.4
71.2	(7.1)	(3.7)	60.4
135.4	(5.6)	(4.6)	125.2
9.6	(1.7)	(1.2)	6.7
370.9	(20.6)	(16.6)	333.7

24. Business disposals and disposal groups held for sale

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

155

26. Financial risk management

The Group’s multinational operations and debt financing expose it to a variety of financial risks. In the course of its business, the Group is exposed to foreign currency risk, interest rate risk, liquidity risk and credit risk. Financial risk management is an integral part of the way the Group is managed. Financial risk management policies are set by the Board of Directors. These policies are implemented by a central treasury department that has formal procedures to manage foreign exchange risk, interest rate risk and liquidity risk, including, where appropriate, the use of derivative financial instruments. The Group has clearly defined authority and approval limits. The central treasury department operates as a service centre to the Group and not as a profit centre.

In accordance with its treasury policy, the Group does not hold or use derivative financial instruments for trading or speculative purposes. Such instruments are only used to manage the risks arising from operating or financial assets or liabilities, or highly probable future transactions. The quantitative analysis of financial risk is included in note 27.# Foreign Currency Risk

Foreign currency risk arises from both where sales or purchase transactions are undertaken in currencies other than the respective functional currencies of Group companies (transactional exposures) and where the results of overseas companies are consolidated into the Group’s reporting currency of Sterling (translational exposures). The Group has operations around the world which record their revenues in a variety of different local functional currencies. In addition, where the Group does not have operations, it invariably has some customers orNotwithstanding the foregoing, the Group’s primary exposures relate to the US Dollar, Euro, Chinese Yuan Renminbi and Japanese Yen.

Where appropriate, the Group manages its foreign currency exposures using derivative instruments.

The Group’s translational exposures to foreign currency risks can relate both to the Consolidated Income Statement and net assets of overseas subsidiaries. The Group’s policy is not to hedge the translational exposure that arises on consolidation of the Consolidated Income Statement of overseas subsidiaries. The Group finances overseas company investments partly through the use of foreign currency borrowings in order to provide a natural hedge of foreign currency risk arising on translation of the Group’s foreign currency subsidiaries. The quantitative analysis of foreign currency risk is included in note 27.

The Group manages its transactional exposures to foreign currency risk through the use of forward exchange contracts. Forward exchange contracts are used to hedge highly probable forecast transactions which can be forecasted to occur typically up to 18 months into the future. For the hedging of highly probable forecast sales and purchases, as the critical terms (i.e. the notional amount, life and the underlying) of the forward exchange contracts and their corresponding hedged items are the same, the Group performs a qualitative assessment of effectiveness and it is expected that the value of the forward contracts and the value of the corresponding hedged items will systematically change in opposite direction to movements in the underlying exchange rates.

The main potential source of hedging ineffectiveness in these hedging relationships is the effect of the counterparties and the Group’s own credit risk on the fair value of the forward contract, and any unrecognised hedge ineffectiveness attributable to changes in foreign exchange rates. No other sources of ineffectiveness emerged from these hedging relationships.

The following tables detail the foreign currency forward contract assets and liabilities outstanding at the end of the reporting period, as well as information regarding their related hedged items. Foreign currency forward contract assets and liabilities are presented in the line ‘Derivative financial instruments’ (either as assets or liabilities) within the Consolidated Statement of Financial Position.

25. Cash generated from operations

	2022 £m	2021 £m
Cash flows from operating activities
Profit after tax	401.5	346.9
Adjustments for:
Taxation charge	56.8	41.7
Profit on disposal of businesses	(294.2)	(226.5)
Finance costs	19.2	5.6
Financial income	(1.9)	(12.8)
Depreciation and impairment of property, plant and equipment	34.8	26.4
Amortisation, impairment and other non-cash adjustments made to intangible assets	26.3	23.9
Transaction-related fair value adjustments	1.0	0.2
Fair value through profit and loss movements on debt investments	4.1	–
(Profit)/Loss on disposal and re-measurement of property, plant and equipment and associated lease liabilities	(1.5)	0.1
Equity-settled share-based payment expense	10.4	7.8
Operating cash flow before changes in working capital and provisions	256.5	213.3
Increase in trade and other receivables	(47.9)	(40.2)
Increase in inventories	(75.6)	(30.3)
Increase in trade and other payables	40.9	50.3
Decrease in provisions and retirement benefits	(7.1)	(1.5)
Cash generated from operations	166.8	191.6

Notes to the Accounts

24. Business disposals and disposal groups held for sale

Spectris plc 2022 156

The disposals in 2021 did not meet the definition of discontinued operations given in IFRS 5 ‘Non-Current Assets Held for Sale and Discontinued Operations’ and, therefore, no disclosures in relation to discontinued operations were made.

Disposal groups groups held for sale

2022
Assets classified as held for sale at 31 December 2022 consists of the Group’s former headquarters building in Egham, Surrey, UK. This disposal does not meet the definition of discontinued operations as given in IFRS 5.

2021
Assets held for sale at 31 December 2021 consisted of a freehold property with net book value of £10.4m, which forms part of the Special Tris Dynamics reportable segment. As a result of the reclassification as held for sale the impairment of this asset that was recognised in 2020 has resulted in an impairment reversal in 2021. This disposal does not meet the definition of discontinued operations as given in IFRS 5.# Hedging Instruments – outstanding contracts

Change in fair value for realised and unrealised effectiveness

	2022 £m	2021 £m	2022 £m	2021 £m
Cash flow hedges
Currency risk – forward exchange contracts
Less than 6 months	(0.8)	(0.3)	(0.8)	(0.3)
6 to 12 months	(0.1)	(0.6)	(0.1)	(0.6)
12 to 18 months	0.1	–	0.1	–
	(0.8)	(0.9)	(0.8)	(0.9)

Hedging instruments – hedged items

Change in value used for calculating hedge effectiveness

Balance in cash flow reserve/foreign currency translation reserve for continuing hedges

	2022 £m	2021 £m	2022 £m	2021 £m
Currency risk	0.8	0.9	0.8	0.9
Interest rate risk

Interest rate risk

Interest rate risk comprises the interest rate price risk that results from borrowing at fixed rates of interest and also the interest rate cash flow risk that results from borrowing at variable rates. Where appropriate, interest rate swaps are used to manage the Group’s interest rate profile.

Liquidity risk

Liquidity risk represents the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing this risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The Group manages this risk through the use of regularly updated cash flow and cash flow covenant compliance forecasts and a liquidity headroom analysis which is used to determine funding requirements. Adequate committed lines of funding are maintained from high-quality investment grade lenders. These facilities are committed to the Group as at 31 December 2022 are set out in note 16.

Credit risk

Credit risk arises because a counterparty may fail to perform its obligations. The Group is exposed to credit risk on financial assets such as cash balances, derivative financial instruments and trade and other receivables. The Group’s credit risk is primarily attributable to its trade receivables. The amounts recognised in the Consolidated Statement of Financial Position are net of appropriate allowances for doubtful receivables, estimated by the Group’s management based on whether receivables are past due based on contractual terms, payment history and other available evidence. Trade receivables are subject to credit limits and control and approval procedures in the operating companies. Due to its large geographic and financial base and number of customers, the Group is not exposed to material concentrations of credit risk on its trade receivables. The quantitative analysis of credit risk relating to receivables is included in note 14.

Credit risk associated with cash balances and derivative financial instruments is managed centrally by transacting with existing relationship banks with strong investment grade ratings, with a Moody’s LSI Counterparty Risk ratings range of A1(cr) to Baa2(cr). Accordingly, the Group’s associated credit risk is limited. The Group has no significant concentration of credit risk.

The Group’s maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, as shown in note 27.

Capital management

The Board considers equity shareholders’ funds, together with undrawn committed debt facilities, as capital for the purposes of funding the Group’s operations.

	2022 £m	2021 £m
Equity shareholders’ funds	1,436.9	1,261.3
Undrawn committed debt facilities	414.9	370.3
	1,851.8	1,631.6

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares and share options are recognised as a deduction from equity, net of any tax effects.

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain the future development of the business. The Board of Directors monitors both the geographic spread of shareholders and the level of dividends to ordinary shareholders.

The Board encourages employees to hold shares in the Company. This is carried out through the Electris Share Incentive Plan in the UK and, in other countries, through Long Term Incentive, Performance and Restricted Share Plans. Full details of these schemes are given in note 22.

The main financial covenants in the Company’s debt facilities are the ratio of net debt to adjusted earnings before interest, tax, depreciation and amortisation, and the ratio of finance charges to adjusted earnings before interest, tax, amortisation and impairment. Covenant testing is completed twice a year based on the half-year and year-end Financial Statements. At 31 December 2022, the Company had, and is expected to continue to have, significant headroom under these financial covenant ratios.

Notes to the Accounts
26. Financial risk management

STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS
Spectris plc 2022 157

From time to time the Group purchases its own shares in the market; the timing of these purchases depends on market prices. Buy and sell decisions are made on a specific transaction basis by the Board.During the year ended 31 December 2022, 6,439,439 ordinary shares were repurchased and cancelled by the Group as part of the £300m share buyback programme announced on 19 April 2019, resulting in a cash out-flow of £1,91.0m, representing £1,000m. During the year ended 31 December 2021, 5,599,660 shares were repurchased and cancelled by the Group as part of the £200m share buyback programme announced on 25 February 2019, resulting in a cash out-flow of £201.3m, including transaction fees of £1.2m (see note 21). The Group's capital management objective is to maintain a strong capital base so as to support its business. There were no changes to the Group’s approach to capital management during 2022 and 2021. Neither the Company nor any of its subsidiaries is subject to externally imposed capital requirements.

27. Financial instruments

The following tables show the fair value measurement of financial instruments by level within the fair value hierarchy:

Level 1: quoted listed stock exchange prices (unadjusted) in active markets for identical assets;

Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3: inputs for assets and liabilities that are not based on observable market data.

Fair value and carrying amount of financial instruments	Level 1 fair value £m	Level 2 fair value £m	Level 3 fair value £m	2022 Carrying amount £m
Trade and other receivables excluding prepayments and contract assets	–	–	–	327.3
Trade and other payables excluding contract liabilities and customer advances	–	–	(33.3)	(236.8)
Investments in equity instruments designated at initial recognition at fair value through other comprehensive income (see note 12)	0.7	–	28.6	29.3
Investment in debt instruments	–	–	18.9	18.9
Forward exchange contract assets	–	1.7	–	1.7
Cash and cash equivalents	–	228.1	–	228.1
Forward exchange contract liabilities	–	(2.5)	–	(2.5)
	366.0

Fair value and carrying amount of financial instruments	Level 1 fair value £m	Level 2 fair value £m	Level 3 fair value £m	2021 Carrying amount £m
Trade and other receivables excluding prepayments and contract assets	–	–	–	277.0
Trade and other payables excluding contract liabilities and customer advances	–	–	(1.5)	(222.7)
Investments in equity instruments designated at initial recognition at fair value through other comprehensive income (see note 12)	1.2	–	23.1	24.3
Investment in debt instruments	–	–	23.0	23.0
Forward exchange contract assets	–	0.3	–	0.3
Cash and cash equivalents	–	167.8	–	167.8
Forward exchange contract liabilities	–	(1.2)	–	(1.2)
	268.5

There were no movements between the different levels of the fair value hierarchy in the year.

The fair value of cash and cash equivalents, receivables and payables approximates to the carrying amount because of the short term of maturity of these instruments.

The fair value of floating rate borrowings approximates to the carrying amount because interest rates are at floating rates where payments are reset to market rates at intervals of less than one year.

The fair value of fixed rate borrowings is estimated by discounting the future contracted cash flows, using appropriate yield curves, to their net present values.

The fair value of forward exchange contract assets is determined using discounted cash flow techniques based on readily available market data.

The fair value of forward exchange contract liabilities outstanding as at 31 December 2022 is a net liability of £0.8m (2021: £0.9m), of which £0.3m has been credited to the hedging reserve (2021: £0.4m) and £0.5m debited from the Consolidated Income Statement (2021: £0.5m credited). These contracts mature over periods typically not exceeding 18 months. A summary of the movements in hedging reserve, net of tax is presented below. All of the cash flow hedges in 2022 and 2021 were deemed to be effective.

The level 1 £0.7m (2021: £1.2m) of investments in equity instruments is calculated using quoted market prices in an active market as at the balance sheet date.

The level 3 £28.6m (2021: £23.1m) of investment in equity instruments consists of the EZ Ring FP fund holding the combined UTAC. This investment is recognised at fair value, using the income approach, with the key input being a discounted cash flow.

The level 3 £18.9m (2021: £23.0m) of investment in debt instruments consists of a vendor loan receivable received as part of the sale proceeds from the Millbrook businesses disposal in 2021. This investment is recognised at fair value by establishing an appropriate market yield. The key inputs used were synthetic credit ratings and market interest rates.

26. Financial risk management

Analysis of movement in hedging reserve, net of tax	2022 £m	2021 £m
At 1 January	(3.5)	(1.9)
Amounts removed from the Consolidated Statement of Changes in Equity and included in the Consolidated Income Statement during the year	3.7	(2.1)
Amounts recognised in the Consolidated Statement of Changes in Equity and included in the Consolidated Income Statement during the year	(3.3)	0.5
At 31 December	(3.1)	(3.5)

The amount included in the Consolidated Income Statement is split between revenue and administrative expenses depending on the nature of the hedged item.# All of the subsidiaries are involved in the manufacture and sale of highly-specialised measuring instruments and controls, together with the provision of services. Spectris plc holds 100% of the ordinary share capital of all the subsidiaries either directly or indirectly through intermediate holding companies.

Name of incorporation	Country
Servomex Group Limited	England & Wales
Hottinger Brüel & Kjær GmbH	Germany
Participle Measuring Systems, Inc.	USA
Red Lion Controls Inc	USA

A full list of subsidiaries is provided in note 14 of the Company Financial Statements on pages 175 to 177.

33. Events after the balance sheet date

There were no material post balance sheet events.

33. Sensitivity analysis

The tables below show the Group’s sensitivity to foreign exchange rates and interest rates.

The US Dollar, Euro, Danish Krone and Chinese Yuan Renminbi represent the main foreign exchange translational exposures for the Group.

Impact on foreign exchange translational exposures against Sterling

	2022		2021
Decrease/ (increase) in equity £m	Decrease/ (increase) in profit before tax £m	Decrease/ (increase) in equity £m	Decrease/ (increase) in profit before tax £m
10% weakening in the US Dollar	130.2	6.9	88.3
10% weakening in the Euro/Danish Krone	78.0	4.8	67.5
10% weakening in the Chinese Yuan Renminbi	5.5	3.6	5.3

Impact of interest rate movements


1% increase in interest rates	(0.6)	(0.6)	(1.0)

28. Contingent liabilities

In the normal course of business, Group companies have provided bonds and guarantees through local banking arrangements amounting to £20.4m (2021: £14.1m). Contingent liabilities in respect of taxation are disclosed in note 7.

29. Lease liabilities

Undiscounted lease liability maturity analysis is under IFRS 16

	2022		2021
	Property £m	Plant and equipment £m	Total £m
Less than one year	10.8	3.1	13.9
One to five years	25.0	3.9	28.9
More than five years	34.9	0.1	35.0
Total undiscounted lease liabilities at 31 December	70.7	7.1	77.8

The total cash outflow on lease liabilities made in the year was £16.4m (2021: £14.8m).

30. Capital commitments

At 31 December 2022, the Group had entered into contractual commitments for the purchase of property, plant and equipment and software amounting to £11.7m (2021: £6.2m and nil (2022: £0.4m) respectively which have not been accrued.

31. Related party transactions

The Group has related party relationships with its subsidiaries (a list of all related undertakings is provided in note 14 of the Company Financial Statements) on pages 175 to 177, with its associate and with its Executive Directors and members of the Executive Management Committee.

27. Financial instruments

STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS

Spectris plc | 161

Financial instruments

The Group is exposed to financial risks arising from its use of financial instruments. The principal financial risks are credit risk, liquidity risk and foreign currency risk. The Group uses derivative financial instruments, including forward currency contracts, to manage its exposure to foreign currency fluctuations. These instruments are not used for speculative purposes.

Credit risk: The Group’s principal financial assets are cash and cash equivalents, trade and other receivables. The Group trades with recognised, creditworthy customers. In addition, receivables risk is managed by taking advance payments where appropriate. Significant credit risk is not considered to arise from these financial assets.
Liquidity risk: The Group’s objective is to maintain a balance between the continuity of funding and the flexibility of borrowing at favourable cost. Management monitors the Group’s net working capital and forecast cash flows on a regular basis.
Foreign currency risk: The Group operates internationally and is exposed to foreign exchange rate fluctuations. The Group seeks to reduce its foreign exchange exposure by hedging the net investment in overseas operations and by matching the currency of its monetary assets and liabilities. It also enters into forward currency contracts to hedge specific foreign currency transactions.
Interest rate risk: The Group is exposed to interest rate risk on its borrowings. The Group monitors its exposure and manages its interest rate risk through a combination of fixed and variable rate borrowings.
Other price risk: The Group is exposed to price risk on its investments in equity instruments.

Appendix – Alternative performance measures

The Group uses a number of alternative performance measures (APMs). These measures are not defined by IFRS and may not be comparable with similarly titled measures used by other companies. The APMs are presented to provide additional information to users of the financial statements, to enhance the understanding of the Group’s financial performance and financial position.

The primary APMs used by the Group are:

Adjusted operating expenses
Adjusted operating profit
Earnings per share (EPS) on an adjusted basis
Net debt and gearing
Free cash flow
Dividend cover
Revenue growth
Profit before tax on an adjusted basis

The definition of APMs are set out below:

Adjusted operating profit

Adjusted operating profit represents operating profit before exceptional items and amortisation of acquired intangible assets. Adjusted operating profit is presented to provide additional information to users of the financial statements, to enhance the understanding of the Group’s ongoing operating performance.

Net debt

Net debt represents total borrowings plus the Group’s obligation under finance leases, less cash and cash equivalents. Net debt is presented to provide additional information to users of the financial statements, to enhance the understanding of the Group’s leverage.# Appendix – Alternative performance measures

LFL measures

• LFL adjusted sales: LFL adjusted sales are sales excluding the impact of currency fluctuations and acquisitions.
• LFL adjusted operating margin: LFL adjusted operating margin is profit before interest and tax (EBIT) for the period, adjusted for items that do not represent the underlying operational performance, divided by LFL adjusted sales.

Spectris plc
Consolidated financial statements
162

LFL adjusted sales

	Spectris £m	Spectris £m	Other £m	2022 Total £m
Sales	657.8	492.2	177.4	1,327.4
Constant exchange rate adjustment to 2021 exchange rates	(38.5)	(35.1)	(17.1)	(90.7)
Acquisitions	(29.9)	(35.1)	(17.1)	(82.1)
LFL adjusted sales	629.4	457.1	160.3	1,097.1

	Spectris £m	Spectris £m	Other £m	2021 Total £m
Sales	531.2	425.5	206.3	1,163.0
Exchange adjustment on disposals	–	–	(65.9)	(65.9)
LFL adjusted sales	531.2	425.5	140.4	1,097.1

LFL adjusted operating profit

Operating margin

	Spectris %	Spectris %	Other %	2022 Total %
Underlying operating profit	18.0	9.4	14.8	13.0
Adjusted operating margin	21.3	15.0	15.3	16.8
LFL adjusted operating margin	22.0	14.3	15.0	16.8

	Spectris %	Spectris %	Other %	2021 Total %
Underlying operating profit	17.7	10.7	9.3	12.0
Adjusted operating margin	21.1	16.5	12.7	16.3
LFL adjusted operating margin	21.1	16.5	14.7	16.8

LFL adjusted gross margin

LFL adjusted gross margin percentage

	Spectris %	Spectris %	Other %	2022 Total %
Underlying gross profit	56.6	54.8	56.3	55.8
LFL adjusted gross margin	56.9	47.2	44.6	51.1

	Spectris %	Spectris %	Other %	2021 Total %
Underlying gross profit	58.1	54.3	51.6	55.5
LFL adjusted gross margin	58.1	54.3	50.2	52.7

LFL adjusted overheads

	2022 Total £m	2021 Total £m
Underlying overheads	(335.6)	(535.6)
Net transaction-related costs and fair value adjustments	(8.3)	(19.0)
Depreciation of acquisition-related fair value adjustments to intangible assets	(0.2)	(0.2)
Amortisation and impairment of acquired intangible assets on material SaaS projects	(21.7)	(7.0)
Amortisation and impairment of intangible assets	(19.6)	(13.3)
Net investment in intangibles	(4.1)	–
Other	(226.5)	–
Interest credit on release of provision on settlement of EU dividends tax claim	–	(5.1)
Restructuring costs	(7.2)	10.2
Underlying overheads	(4.9)	(5.1)
Constant exchange rate adjustment to 2021 exchange rates	(26.5)	–
Acquisitions	(7.7)	27.4
LFL adjusted overheads	(53.2)	(458.5)

LFL adjusted overheads as a percentage of sales

	2022 %	2021 %
LFL adjusted overheads as a percentage of sales	40.1	41.8

Earnings

	Note	2022 £m	2021 £m
Underlying profit/(loss) before tax	6	177.4	7.4
Interest credit on release of provision on settlement of EU dividends tax claim	6	–	(5.1)
Underlying profit/(loss) before tax		177.4	2.3

Adjusted earnings from continuing operations

	Note	2022 £m	2021 £m
Underlying profit		222.4	189.6
Restructuring costs		10.2	19.0
Net transaction-related costs and fair value adjustments		0.2	0.2
Depreciation of acquisition-related fair value adjustments to intangible assets	11	21.7	7.0
Amortisation and impairment of acquired intangible assets on material SaaS projects	10	19.6	13.3
Profit on disposal of property, plant and equipment	27	4.1	–
Gain on disposal of businesses	24	(226.5)	–
Interest credit on release of provision on settlement of EU dividends tax claim	6	–	(5.1)
Restructuring costs	6	14.6	(7.2)
Underlying profit/(loss)		(1.6)	–
Adjusted earnings from continuing operations		172.0	144.9

Adjusted earnings per share from continuing operations (pence)

	2022	2021
Basic earnings per share from continuing operations calculated in accordance with IFRS	159.9	127.4
Weighted average number of ordinary shares in issue (millions)	9	9
Diluted earnings per share from continuing operations

Net cash

	Note	2022 £m	2021 £m
Bank overdrafts	16	–	–
Accrued financing		–	–
Cash and cash equivalents	15	228.1	167.8
Net cash		228.0	167.8

Movement in net cash

	2022 £m	2021 £m
Cash flows from operating activities	50.4	(36.8)
Net proceeds from bond issuance	(70.0)	–
Proceeds from share buybacks	326.8	169.8
Effect of foreign exchange rate changes	9.2	(1.3)
Movement in net cash	60.2	61.7

Appendix – Alternative performance measures

	2022 £m	2021 £m
Cash generated from operations (from continuing and discontinued operations)	166.8	191.6
Net income taxes paid	(32.2)
Cash generated from operations (from continuing operations)	120.0	159.4
Transaction-related costs paid	6.5	26.6
Amortisation of acquired intangibles	7.6	11.9
Net income taxes paid	46.8	32.2
Other non-cash items and working capital movements (from continuing and discontinued operations)	(35.3)
SaaS-related cash expenditure	21.7	5.9
Restructuring cash costs paid	13.4	–
Cash generated from operations before exceptional items	(22.6)
Cash generated from operations	163.8	178.1
	174%	94%

h) Net cash: see APM h) Net cash (see note 24)

Spectris plc Statement of Financial Position

As at 31 December 2022

| # Strategic Report

Governance

Financial Statements

Spectris plc

Spectris plc
Auditors' Report to the Members of Spectris plc
2020

168

Notes to the Company Accounts

Basis of preparation

The financial statements have been prepared in accordance with United Kingdom Generally Accepted Practice (‘UK GAAP’), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (“FRS 102”) and the Companies Act 2006.

The principal accounting policies adopted are set out below. They have been applied consistently throughout the group for the purposes of consolidation. The company’s financial statements are prepared on a standalone basis and are not consolidated within this report.

Statement of Compliance with FRS 102
The financial statements of Spectris plc have been prepared on a going concern basis and in accordance with FRS 102 and the Companies Act 2006. A statement of compliance with FRS 102 is made in the financial statements.

Basis of consolidation
The consolidated financial statements present the financial statements of the company and its subsidiaries. Control is achieved when the company has the power to obtain the economic benefits from its involvement with an investee and has the related variable returns that are exposed to its performance.

Going Concern
The financial statements have been prepared on a going concern basis. The directors have a reasonable expectation that the company and the group have adequate resources to continue in operational existence for the foreseeable future. Thus the going concern basis is considered appropriate.

Intangible assets

Amortisation and Impairment
Amortisation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the intangible assets.

Internally generated goodwill and intangible assets
Internally generated goodwill and intangible assets are not recognised as assets. Expenditure on internally generated intangible assets is recognised as an expense when incurred.

Intellectual Property
Intellectual property includes patents and software.
* Patents: Amortised on a straight-line basis over their legal lives.
* Software: Amortised on a straight-line basis over its estimated useful life.

Property, plant and equipment

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the tangible assets.

The directors have assessed the useful lives of the property, plant and equipment. The depreciation methods used result in the following annual rates:
* Freehold buildings: 2%
* Leasehold buildings: 2% over the shorter of the lease term or the useful economic life of the building
* Plant and machinery: 5% to 25%

Investments

Investments in subsidiaries and associates are carried at cost less impairment.

Assets held for sale

Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Assets are classified as held for sale when all the following criteria are met:
* The asset is available for immediate sale in its present condition.
* The sale is highly probable.

Trade and other receivables

Trade and other receivables are stated at fair value at the date of recognition and subsequently at amortised cost, less any provision for bad and doubtful debts. Any difference between the amount of the provision and the specific bad debt is recognised in the profit and loss account.

Cash and cash equivalents

Trade and other payables

Provisions

A provision is recognised when:

The company has a present obligation as a result of a past event.
It is probable that a transfer of economic benefits will be required to settle the obligation.
A reliable estimate can be made of the amount of the obligation.

The company reviews the carrying amount of provisions at each balance sheet date and adjusts them to reflect the current best estimate. Where the effect of the time value of money is material, the provision is discounted.

Foreign currency translation

All foreign currency transactions are translated into the functional currency at the exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the year-end exchange rate. Exchange differences arising from the translation of foreign currency transactions are recognised in the profit and loss account.

Investments
Investments in subsidiaries and associates are carried at cost less impairment.

Assets held for sale
Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Assets are classified as held for sale when all of the following criteria are met:
* The asset is available for immediate sale in its present condition.
* The sale is highly probable.

Trade and other receivables
Trade and other receivables are stated at fair value at the date of recognition and subsequently at amortised cost, less any provision for bad and doubtful debts. Any difference between the amount of the provision and the specific bad debt is recognised in the profit and loss account.

Cash and cash equivalents

Trade and other payables

Provisions

A provision is recognised when:

The company has a present obligation as a result of a past event.
It is probable that a transfer of economic benefits will be required to settle the obligation.
A reliable estimate can be made of the amount of the obligation.

Foreign currency translation

Investments
Investments in subsidiaries and associates are carried at cost less impairment.

Trade and other payables

Provisions

The company has a present obligation as a result of a past event.
It is probable that a transfer of economic benefits will be required to settle the obligation.
A reliable estimate can be made of the amount of the obligation.

Intangible assets

Amortisation and Impairment
Amortisation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the intangible assets.

Internally generated goodwill and intangible assets
Internally generated goodwill and intangible assets are not recognised as assets. Expenditure on internally generated intangible assets is recognised as an expense when incurred.

Intellectual Property
Intellectual property includes patents and software.
* Patents: Amortised on a straight-line basis over their legal lives.
* Software: Amortised on a straight-line basis over its estimated useful life.

Property, plant and equipment

Depreciation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the tangible assets.

Investments

Investments in subsidiaries and associates are carried at cost less impairment.

Assets held for sale

Assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell. Assets are classified as held for sale when all of the following criteria are met:
* The asset is available for immediate sale in its present condition.
* The sale is highly probable.

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Provisions

Foreign currency translation

Intangible assets

Amortisation and Impairment
Amortisation is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the intangible assets.

Property, plant and equipment

Investments

Assets held for sale

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Foreign currency translation

Trade and other receivables are stated at fair value at the date ofRecognised Intangible Assets

The amortisation of intangible assets is charged to the profit and loss account on a straight-line basis over the estimated useful lives of the intangible assets.

Internally generated goodwill and intangible assets are not recognised as assets. Expenditure on internally generated intangible assets is recognised as an expense when incurred.

Property, plant and equipment

Investments

Assets held for sale

Trade and other receivables

Cash and cash equivalents

Trade and other payables

Provisions

A provision is recognised when:
* The company has a present obligation as a result of a past event.
* It is probable that a transfer of economic benefits will be required to settle the obligation.
* A reliable estimate can be made of the amount of the obligation.

Foreign currency translation

Intangible assets

Property, plant and equipment

Investments

Assets held for sale

Trade and other receivables

Cash and cash equivalents

Foreign currency translation

Intangible assets

4. Intangible assets

Cost

	£m		£m
	2022		2021
	4.6		4.6
Additions		Additions
Goodwill	4.4	Goodwill	4.4
Other intangible assets	0.1	Other intangible assets	0.1
	4.5		4.5
Amortisation		Amortisation
Goodwill	0.1	Goodwill	0.2
	0.2		0.2

The intangible asset additions in 2022 of £0.1m (£0.1m in 2021) relate to software development costs. Additions to goodwill arose on the acquisition of R.B. Controls.

Amortisation

Amortisation is charged to the income statement in respect of intangible assets other than goodwill.

2. Auditor’s remuneration

The auditor’s remuneration for audit of the Company’s annual accounts is £194,000 (2021: £202,000), excluding VAT. This includes £167,000 (2021: £167,000) in respect of the audit of the Company and its subsidiary undertakings, £11,000 (2021: £11,000) for other services for audit related work and £16,000 (2021: £24,000) for other services.

3. Employee costs and other information

Employee costs are split between the following activities:

	2022	2021
	£m	£m
Administrative	67	67
Manufacturing, selling and administrative
Wages and salaries	11.6	15.2
Social security costs	2.6	3.4
Defined contribution pension costs	0.7	0.6
Share-based payments	4.4	0.9
Other	0.1	0.1
	19.4	20.2

6. Investments in subsidiary undertakings

Investment in	Company Registration Number	£m
		2022
		2.8
		2021
		2.8

The subsidiary undertakings are R.B. Controls and Spectris France SAS. The principal activity of R.B. Controls is the design, manufacture and sale of ultrasonic inspection equipment. The principal activity of Spectris France SAS is the holding of intellectual property.

	£m		£m
	2022		2021
	4.6		4.6
Additions		Additions
Goodwill	4.4	Goodwill	4.4
Other intangible assets	0.1	Other intangible assets	0.1
	4.5		4.5
Amortisation		Amortisation
Goodwill	0.1	Goodwill	0.2
	0.2		0.2

Amortisation

Amortisation is charged to the income statement in respect of intangible assets other than goodwill.

Measurement

The consolidated financial statements are prepared on a going concern basis.

Intangible assets are stated at cost less accumulated amortisation and impairment losses.

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets.

Goodwill is not amortised.

Impairment

Where indicators of impairment exist, an impairment review is performed.

Other assets

Goodwill is stated at cost less any accumulated impairment losses. The carrying value of goodwill is reviewed for impairment at least annually.

Amortisation

Amortisation is recognised in profit or loss on a straight-line basis over the estimated useful lives of the intangible assets.

Dividends

Dividends are recognised when they are declared by the Company.

Treasury shares

Treasury shares represent shares in the Company that have been acquired and are held for future cancellation or reissue. Dividends are not paid on treasury shares.

2. Auditor’s remuneration

3. Employee costs and other information

Employee costs are split between the following activities:

	2022	2021
	£m	£m
Administrative	67	67
Manufacturing, selling and administrative
Wages and salaries	11.6	15.2
Social security costs	2.6	3.4
Defined contribution pension costs	0.7	0.6
Share-based payments	4.4	0.9
Other	0.1	0.1
	19.4	20.2

6. Investments in subsidiary undertakings

Investment in	Company Registration Number	£m
		2022
		2.8
		2021
		2.8

Dividends

Dividends are recognised when they are declared by the Company.

Treasury shares represent shares in the Company that have been acquired and are held for future cancellation or reissue. Dividends are not paid on treasury shares.

Cost

	Improvements £m	Structure £m	Other PPE £m	Disposal of PPE £m	Total £m
At 1 Jan 2022	3.4	0.1	1.5	5.0
Additions	0.3	0.3	0.3	0.9
Transfers to assets held for sale
Disposals
At 31 Dec 2022	3.7	0.4	1.8	5.9	11.8

Accumulated depreciation and impairment

	Improvements £m	Structure £m	Other PPE £m	Disposal of PPE £m	Total £m
At 1 Jan 2022	1.6		1.2	2.8
Amortisation	0.1		0.1	0.3
Transfers to assets held for sale
Disposals
At 31 Dec 2022	1.7	0.1	1.3	3.1	6.2

Net book value

	Improvements £m	Structure £m	Other PPE £m	Total £m
At 31 Dec 2022	2.0	0.3	0.5	2.8
At 31 Dec 2021	1.8	0.1	0.3	2.2

At 31 December 2022, there were no significant additions to property, plant and equipment, where the depreciation charge for the year was £0.3 million.

The net carrying amount of property, plant and equipment at 31 December 2022 was £2.8 million (2021: £2.2 million).

Notes to the Company Accounts

Spectris plc
Annual Report and Accounts
2022
172

8. Borrowings

Current

Interest rate	2022 £m	2021 £m
Bank overdrafts on demand	–	–
Bank loans unsecured – £45.0m	–	£45.0m determined on the basis of LIBOR plus 1.0% per annum
Other on demand	–	–
Total borrowings	–	45.0

Non-current

Interest rate	2022 £m	2021 £m
Other borrowings	–	–
Other borrowings, unsecured	–	–
Other borrowings, unsecured	–	–
Eurobonds, unsecured, due 2026 and repayable at par	–	–
Total borrowings	–	–

9. Other payables

Current

	2022 £m	2021 £m
Other receivables	7.3	0.8
Other payables	547.4	583.1
Accruals	14.4	13.5
	569.1	597.4

Non-current

	2022 £m	2021 £m
Other payables	132.4	151.5

10. Share capital and reserves

	Shares millions	£m	Share millions	£m
At 1 Jan 2022	109.1	5.5	115.6	5.8
Issued during the year:
Ordinary shares issued for acquisitions, shares issued to acquire £28.6m net assets in the financial year and £77.1m of goodwill
Ordinary shares issued for cash
At 31 Dec 2022	109.1	5.5	115.6	5.8

At 31 December 2022, issued share capital comprised 109,086,033 ordinary shares of £0.05 each.

At 31 December 2021, issued share capital comprised 115,614,105 ordinary shares of £0.05 each.

During the year, the Group purchased 6,528,072 ordinary shares at a cost of £71.6 million. No ordinary shares are held by the company or any subsidiary undertakings.

Merger reserve

The merger reserve represents the nominal value of shares issued by the Company in connection with the acquisition of Aquila Biomedical Ltd in 2009.

Other reserves

	£m
Share-based payments reserve	1.1

Translation reserve

The translation reserve is used to record exchange differences arising on the translation of the financial statements of foreign operations.

Notes to the Company Accounts

Spectris plc
Annual Report and Accounts
2022
173

12. Contingent liabilities

The Group has certain contingent liabilities arising in the ordinary course of its business. It is not anticipated that the resolution of these matters will result in any material adverse effect on the Group's financial position.

The Directors believe that the amounts provided for legal claims are sufficient to cover any potential liabilities arising from these claims.

13. Dividends

	2022 £m	2021 £m
Final dividend paid, of £0.235 (2021: £0.229) per share	25.3	25.4
Interim dividend paid, of £0.497 (2021: £0.467) per share	53.3	53.6
	78.6	79.0

	2022 £m	2021 £m
Final dividend paid, of £0.235 (2021: £0.229) per share	25.3	25.4
Interim dividend paid, of £0.467 (2021: £0.437) per share	53.6	53.3
	78.9	78.7

The dividends paid in the current period and prior periods reflect the dividend declared on the number of ordinary shares in issue during the respective periods.

Other payables

	2022 £m	2021 £m
Other payables	53.3	53.6

Merger reserve

The merger reserve relates to the share capital issued in connection with the acquisition of Aquila Biomedical Ltd.

Other reserves

	£m
Share-based payments reserve	1.1

Translation reserve

The translation reserve records exchange differences arising on the translation of foreign operations.

Other payables

	2022 £m	2021 £m
Other payables	53.6	53.3

The directors have not recommended the payment of a final dividend for the year ended 31 December 2022 (2021: £0.235 per share).

	2022 £m	2021 £m
Other payables	53.3	53.6

The translation reserve records exchange differences arising on the translation of foreign operations.

	2022 £m	2021 £m
Other payables	53.6	53.3

The merger reserve relates to the share capital issued in connection with the acquisition of Aquila Biomedical Ltd.

|# 14. Related undertakings

Notes to the Company Accounts

Spectris plc


Name	Registered address
Concept Life Sciences Limited	England & Wales
Concurrent High Performance Solutions Europe S.A.	France
Concurrent Nippon Corporation	Japan
Concurrent Real-Time Asia, Inc.	1209 Orange Street, Wilmington, DE 19081 USA
Concurrent Real-Time, Inc.	1209 Orange Street, Wilmington, DE 19081 USA
Creoptix AG	England & Wales
Creoptix Inc.	USA
CXR Biosciences Limited	Scotland
DYTRAN Instruments, Inc	Rua Vasconcelos Costa 277, Moreira, Maia Portugal
Hottinger Bruel & Kjaer Solutions LLC2	100 Research Blvd, Starkville, Mississippi USA
HBM Prenscia s.p. z.o.o.	Poland
Hottinger Bruel & Kjaer Inc.	USA
Hottinger Brüel & Kjær AS	Denmark
Hottinger Bruel & Kjaer Benelux B.V.	Netherlands
Hottinger Bruel & Kjaer Co., Ltd	China
Hottinger Bruel & Kjaer France SAS	France
Malvern-Aimil Instruments Pvt Limited	India
Nanosight Limited	England & Wales
Novisim Limited	England & Wales
Peakdale Inc	USA
Peakdale Molecular Limited	England & Wales
RealTime Acquisition Co.	USA
RealTime Holdco, LLC	USA
Red Lion Controls B.V.	Netherlands
Red Lion Controls, Inc.	1750 Fifth Avenue, York, PA 17403 USA
ReliaSoft India Private Limited	India
RightHook Inc	45 Jackson Street, San Jose, CA 95112-5102 USA
Servomex B.V.	Netherlands
Servomex Group Limited	England & Wales
Servomex Middle East L.L.C.2
Servomex S.A.	23 Rue de Roule, Paris, 75001 France
Spectris plc	Im Tiefen See 45, Darmstadt, D-64293
Spectris Canada Inc.
Spectris China Limited	Hong Kong
Spectris Co., Ltd.	Japan
Spectris Denmark ApS	Denmark
Spectris Do Brasil Instrumentos Eletronicos Ltda.	Rua Laguna 276, Santo Amaro, CEP 04728-000, Sao Paulo SP Brazil
Spectris Funding B.V.	Netherlands
Spectris Group Holdings Limited	England & Wales
Spectris Holdings Inc.	USA
Spectris Inc.	Bldg 9,No. 88, Lane 2888, HuaNing Road, MingHang District, Shanghai, 201108 China
Spectris Korea Ltd.
Spectris Mexico, S. De R.L. De C.V.	Av. Pedro Ramirez Vazquez No. 200–13, Nivel 1, Col. Valle Oriente, San Pedro Garza Garcia, C.P. 66269 Mexico
Spectris Netherlands B.V.	Netherlands
Spectris Netherlands Cooperatief W.A.	Netherlands
Spectris Pension Trustees Limited	England & Wales
Spectris Pte Ltd	Singapore
Spectris Technologies Private Limited	India
Spectris UK Holdings Limited	England & Wales
Spectris US Holdings Limited	England & Wales
Starlight USA Inc	United States
VI-grade AG	Neustrasse 2, 8590 Romanshorn
VI-grade Japan Ltd.	Japan
VI-grade Limited	England & Wales
VI-grade s.r.l.	Via Galileo Galilei 42, 33010 Tavagnacco (Udine)
Vintage Star Inc	United States
Viscotek Europe Limited	England & Wales

Spectris plc

Spectris plc


177

Shareholder Information

27 April 2023
 


 


Annual General Meeting



 9 June 2023

 30 June 2023



Company Secretary




Directors






Registered Office


- 
- 
- 
- 

Principal Place of Business


- 

Auditor



Banker



Solicitor



Brokers




Financial PR adviser



Registrar








Share price information




14. Related undertakings



UK registered subsidiaries exempt from audit




Name
Aquila Biomedical Limited
Bruel & Kjaer VTS Limited
Bruel & Kjaer UK Limited




Concept Life Sciences (Environmental Consulting) Limited
Concept Life Sciences (Holdings) Limited

Concept Life Sciences (Midco) Limited
CXR Biosciences Limited
Hottinger Bruel & Kjaer UK Limited
Novisim Limited
Spectris UK Holdings Limited
Spectris US Holdings Limited
VI-grade Limited

Additional Information

Notes to the Company Accounts

Spectris plc

Spectris plc


178

Additional Information



Major shareholders as at 31 December 2022

Shareholding in Spectris shares


BlackRock
UBS Asset Management
Liontrust Asset Management
Sprucegrove Investment Management
Vanguard Group
Wellington Management

Artemis Investment Management
Evenlode Investment

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

Cautionary statement



Spectris plc


179

Spectris plc
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180

 and UPM Fine Offset. Both stocks are made of FSC ®  and other controlled material.
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pass it on to other interested readers 


Design and production

Melbourne House 5th floor 44–46 Aldwych London WC2B 4LL 

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Spectris PLC — Annual Report 2022

4698_10-k_2023-03-27_e6a34790-39ea-46f6-9059-6fbe98076681.xhtml

Spectris plc Annual Report and Accounts 2022

Our Purpose

2022 Performance

Strategic Report

[Section Header Placeholder]

Our organisational structure

[Redacted]

Spectris Dynamics

Chairman’s statement

A leading sustainable business

Financial Statements

Additional Information

STRATEGIC REPORT

Market trends

STRATEGIC REPORT

GOVERNANCE

Chief Executive’s review

Reshaped, stronger, positioned for sustainable growth

Spectris plc Annual Report and Accounts 2022 | 8

Chief Executive’s review

STRATEGIC REPORT

10 Chief Executive’s review

Great businesses focused on premium, precision measurement solutions

Aligned with attractive, sustainable, structural growth markets

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

10 Chief Executive’s review

Great businesses focused on premium, precision measurement solutions

Aligned with attractive, sustainable, structural growth markets

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

Customer centricity: leading solutions to make the world cleaner, healthier and more productive

Strategic Report

Summary and outlook

OUR BUSINESS MODEL

Spectris plc Annual Report and Accounts 2022

Our Business Model

Spectris plc Annual Report and Accounts 2022

STRATEGIC REPORT

GOVERNANCE

Our Strategy

Our strategy

STRATEGIC REPORT

GOVERNANCE

Key Performance Indicators

Great Businesses

Strategic Report

Our Businesses

Making the invisible... visible

Advanced measurement techniques for materials analysis

Life Sciences

Material Sciences – primary materials

Our Businesses

Strongly positioned in high growth end markets supported by sustainability trends

Life Sciences

Material Sciences – primary materials

Key Performance Indicators

Performance

Growth in adjusted EPS (%)

Adjusted earnings per share growth

Return on gross capital employed 1 (%)

Return on gross capital employed (‘ROGCE’)

Energy consumption (MWh per £m revenue)

Energy consumption

Employee engagement (GrandMean)

Employee engagement

Total recordable incident rate

Total recordable incident rate

Scope 1 and 2 emissions (tonnes CO 2 e)

Scope 1 and 2 emissions reduction (market-based)

Our businesses

Strongly positioned in high growth end markets supported by sustainability trends

Life Sciences

Material Sciences – primary materials

STRATEGIC REPORT

Our Businesses

Making the invisible... visible

Advanced measurement techniques for materials analysis

Spectris PLC Annual Report 2022