Vesuvius PLC - Annual Report 2025

VESUVIUS PLC

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Annual Report 2025

Think beyond.

Shape the future.

Strategic report

IFC

Vesuvius Overview

Highlights

At a glance

Chairman’s statement

Chief Executive’s strategic review

Our business model

Financial KPIs

Why invest in Vesuvius?

– We serve our customers through

technological diﬀerentiation

– We operate in markets expected to

grow over the medium term

– Our people

Operating review

– Steel Division

– Flow Control

– Advanced Refractories

– Sensors & Probes

– Foundry Division

Financial review

Non-Financial and Sustainability

Information Statement

(Sustainability Report)

– Progress on our sustainability targets

– Our sustainability strategy

and objectives

– Tackling climate change

– A responsible company

Risk, viability and going concern

Principal risks and uncertainties

Our stakeholders and

Section 172(1) Statement

Governance

Board of Directors

Group Executive Committee

Chairman’s governance letter

Corporate Governance Statement

– Board Report

– Audit Committee

– Nomination Committee

– Directors’ Remuneration Report

– Remuneration overview

103

– 2026 Remuneration Policy

111

– Annual Report on

Directors’ Remuneration

125

Directors’ Report

130

Statement of Directors’ Responsibilities

131

Independent Auditors’ Report

Financial Statements

140

Group Income Statement

141

Group Statement of

Comprehensive Income

142

Group Statement of Cash Flows

143

Group Balance Sheet

144

Group Statement of Changes in Equity

145

Notes to the Group Financial

Statements

202

Company Balance Sheet

203

Company Statement of

Changes in Equity

204

Notes to the Company

Financial Statements

210

Five-Year Summary: Divisional Results

from Continuing Operations

(unaudited)

211

Shareholder Information (unaudited)

213

Glossary

For more information visit

www.vesuvius.com

Vesuvius is a global leader in molten metal ﬂow

engineering and technology, providing high-technology

products and solutions to industrial customers who

operate in challenging high-temperature conditions.

We prioritise investment in innovation to maintain

our technological diﬀerentiation. Our customers are

predominantly in the steel and foundry industries which

we serve from our two Divisions.

Our technology-led products allow our customers

to tackle some of the most complex problems in

their production processes.

Vesuvius plc

Annual Report and Financial Statements 2025

For deﬁnitions of alternative performance measures, refer to Note 35

to the Group Financial Statements.

Pro forma performance calculated as if dolime production had been operating

normally in 2023 and 2024. The actual reduction in Scope 1 and 2 CO₂e emission

intensity in 2023 was 45.9% and in 2024 was 40.4%. See page 53 for further

information.

3. Figures above have been rounded to the nearest million.

4. 2024 reported Free Cash Flow has decreased by £3.0m as a result of the

reclassiﬁcation of interest on lease liabilities to be consistent with its presentation

in 2025. Refer to the Group Statement of Cash Flows on page 142.

2025

2024

2023

£1,809

£1,820

£1,930

Revenue

£1,809

2025

2024

2023

£115

£154

£190

Operating proﬁt

£115

2025

2024

2023

10.5

14.4%

15.8%

Return on invested capital

10.5

2025

2024

2023

2.0

1.3x

0.9x

Net debt to adjusted EBITDA

2.0

Lost Time Injury Frequency Rate

per million hours

0.7

2025

2024

2023

0.7

0.52

0.60

-31.4%

-26.9%

-20.7%

Reduction in Scope 1 and 2 CO

e emission

intensity

per metric tonne of product

packed for shipment versus 2019

-31.4

2025

2024

2023

2025

2024

2023

21.1

33.5p

44.0p

Statutory EPS

21.1

2025

2024

2023

£36

£58

£128

Free cash ﬂow

1,4

£36

2025

2024

2023

£151

£188

£200

Trading proﬁt

£151

2025

2024

2023

8.4

10.3%

10.4%

Return on sales

8.4

Strategic report

Governance

Financial statements

Highlights

We improve...

What we do for our Steel customers

Flow Control

We supply the global steel industry

with consumable ceramic products,

systems, robotics and digital services

for the continuous casting process.

Key products

–

VISO (isostatic tubes, stoppers

and nozzles)

c. 45%

–

SLIDE-GATE (refractories and

systems)

c. 35%

–

OTHER (including ﬂuxes, purging

plugs and robots)

c. 20%

Revenue

£750.9m

Advanced Refractories

We supply specialist refractory products

designed to enable steel-making

equipment to hold the molten metal.

Key products

–

UNSHAPED (AlSi and basic

monolithics)

c. 55%

–

SHAPED AND OTHER (including

bricks and precast)

c. 45%

Revenue

£555.6m

Sensors & Probes

We supply a range of products that

enhance the control and monitoring of

our customers’ production processes.

Revenue

£36.1m

Vesuvius plc

Annual Report and Financial Statements 2025

We supply refractory

products, ﬂow control

systems and process

measurement solutions

to our Steel Division

customers

Our solutions address

the key challenges of

our customers in the

steel industry, such as

maintaining steel quality

and reducing energy usage

during the casting process

We combine these with

robotics and mechatronic

installations to increase

their eﬃciency, lower

their costs and improve

their safety and

product consistency

Our products and their

applications preserve

the purity of the steel

as it moves through the

production process, from

initial reﬁning to the cast

steel slab, bar or ingot

Safety

Improved safety

at customer plants

Quality

Better steel,

better castings

At a glance

Revenue

£1,342.6m

Steel

Trading proﬁt

£120.0m

What we do for our Foundry customers

Product demand is driven by

higher sophistication, demanding

higher-quality metal and more

complex castings.

Customers

The Foundry division’s primary

customers are ferrous and non-ferrous

foundries serving various end-markets

from large bespoke castings to high

volume automotive pieces. Most of

Foseco’s customers serve the general

industrial market.

General industrials

78%

Light vehicle market

22%

Operating under the Foseco brand, we are

a world leader in the supply of consumable

products, technical advice and application

support to the global foundry industry,

helping our customers to improve their

casting quality and foundry eﬃciency.

Key products

–

FEEDING AND FILTRATION

c. 40%

–

BINDERS AND COATINGS

c. 30%

–

OTHER (including crucibles

and melt-shop products)

c. 30%

Strategic report

Governance

Financial statements

We provide customisable

products and process

technology to foundries

that improve the quality

of their castings

Our solutions address

our foundry customers’

key challenges of

casting quality and

production eﬃciency

We combine this

with technical advice,

application engineering

and computer modelling to

improve process outcomes

Our products and solutions

clean the molten metal,

improve the solidiﬁcation

of that metal, and reduce

wastage in the ﬁnal casting

Revenue

£466.9m

...for our Steel and

Foundry customers

Eﬃciency

Cheaper steel,

cheaper castings

Sustainability

Less energy usage

and CO

emissions

Foundry

Trading proﬁt

£31.1m

General industrials includes: mining, agricultural, general engineering, heavy trucks and other industrial applications.

Our worldwide footprint, with a focus on

the world’s growing markets, enables us

to capitalise on shifting dynamics in the

global steel and foundry markets.

At a glance

continued

Vesuvius plc

Annual Report and Financial Statements 2025

Production sites

Acquisitions

R&D centres of excellence

Our global presence

Our capacity expansion for

developing markets

Advanced Refractories:

Precast, AlSi and basic monolithics

Flow Control:

Mould ﬂux

Flow Control:

VISO and slide-gate

Advanced Refractories:

Basic monolithics

Foundry:

Non-ferrous ﬂuxes

Flow Control:

VISO

Yingkou and Changshu, China

Skawina, Poland

Monterrey, Mexico

Kolkata and Pune, India

Vizag, India

Flow Control:

VISO

Foundry:

Filters

Continents

Strategic report

Governance

Financial statements

Breakdown by region

Americas

3,048 employees

£606.8m

Revenue

18% Foundry

82% Steel

EMEA

3,986 employees

607.7m

Revenue

30% Foundry

70% Steel

Asia-Paciﬁc

7,892 employees

595.0m

Revenue

30% Foundry

70% Steel

Sales oﬃces

R&D centres

of excellence

Production sites

Countries

Dear Shareholder,

2025 was a challenging year for the Group

as we faced diﬃcult conditions in our

end-markets, particularly in Europe, with

the improvement in markets that we had

hoped for in the second half of the year

not materialising as anticipated.

Vesuvius serves end-customers that are

more susceptible to macroeconomic

trends, and 2025 saw a signiﬁcant

decline in global industrial activity.

Against this backdrop, however, the Group

demonstrated extraordinary resilience.

We responded with discipline, maintaining

strategic focus, progressing self-help

initiatives and continuing to invest for

long-term growth.

Strategy

Demand conditions for our products were

weakest in Europe, where subdued

industrial activity aﬀected both Steel and

Foundry markets. Whilst Chinese industrial

output remained below historical levels,

India markets continued to perform

strongly, North America proved resilient,

and Brazil was broadly stable. In this

context, the Group performed well,

particularly in Steel, where we gained

market share during the year, reﬂecting

our continued investment in technology,

strong customer relationships and

consistent operational execution.

A signiﬁcant strategic milestone during the

year was the acquisition of the Molten

Metal Systems business (MMS). This

acquisition increases the Group’s exposure

to the faster-growing non-ferrous market

segment and further strengthens our

presence in India, a core growth market for

Vesuvius. India remains central to our

strategy, where we are making steady

progress. Our expanded manufacturing

footprint, including the commissioning of

our new facility in Vizag, positions the

Group well to support customer growth

and provides substantial opportunity for

future expansion.

Alongside targeted investment, the Group

made good progress against its self-help

initiatives in 2025. Our cost reduction

programme has continued to advance

well, with the exit run-rate at the end of the

year ahead of initial expectations. During

the year, increased focus was also placed

on quality, with targeted initiatives gaining

traction and reinforcing operational

discipline. We also focused on rigorous

cash management with our recent major

capital investment programme concluding

in 2025.

Innovation remains fundamental to

the Group’s strategy. Our continuing

investment in research and development

supports the introduction of new products

and solutions, helping our customers to

improve their eﬃciency, productivity

and safety. Advanced solutions, including

robotic-based applications, continue

to attract strong customer interest

and reinforce Vesuvius’ role as a trusted

technology partner. The Group’s ability

to continue to gain market share,

despite the more challenging economic

environment, is testament to the Group’s

technological diﬀerentiation and excellent

customer focus.

Advancing our

strategy through

a challenging

year.”

Carl-Peter Forster

Vesuvius plc

Annual Report and Financial Statements 2025

Chairman’s statement

People and safety

The Group’s performance continues to

be underpinned by the commitment

and professionalism of our employees.

I am particularly pleased that changes

in a number of key leadership roles have

been ﬁlled from within the organisation,

demonstrating the strength of our internal

talent and succession planning.

Providing our employees with a safe place

to work remains the number one priority at

Vesuvius, and we are proud of the steps we

have taken over the years to ensure that

safety is at the core of everything we do.

Tragically, however, 2025 saw the loss of

one of our colleagues following a fatal

road traﬃc accident returning from a

business trip, reminding us of the breadth

of focus we need to maintain in keeping

our people safe. This continued emphasis

on protecting our people and maintaining

high standards across the Group is

fundamental to how we operate, but losses

such as these serve as a clear reminder

that there is always more to do. As ever,

therefore, safety remains a core focus for

the Group.

Once again, we conducted a Group-wide

engagement survey in 2025. Although the

diﬃcult economic circumstances of the last

year have put pressure on our employees,

particularly those in leadership roles,

which we see reﬂected in the responses

received, employee engagement

continues to be strong with safety and

knowledge of our CORE Values rated

particularly positively. As in all years,

management actions are planned in

response to the results of the survey.

Sustainability

The cycle of many of our Sustainability

targets came to an end in 2025, and we

are pleased to report excellent progress,

particularly with regards to our

environmental KPIs. We saw a reduction

in our CO

e emission intensity and similar

marked progress in reducing our

discharges of wastewater and creation

of solid waste between 2019 and 2025.

Our superb results, which are set out in our

Sustainability report on pages 36 and 37,

reﬂect the diligent focus of our operational

teams on reducing our environmental

impact. Whilst the focus on our own

operational performance is important, we

recognise that the technologies we sell to

our customers play an even greater role in

mitigating this impact by improving their

eﬃciency and helping to signiﬁcantly

reduce their energy usage and emissions.

Board activity and governance

During the year, the Directors visited

a number of the Group’s operations,

including sites across Europe, Brazil and

Canada. The full Board visit to India was

particularly valuable in deepening

understanding of the Group’s business,

operations and recent investment in

this strategically important market.

This visit included touring the new

manufacturing facility in Vizag, which

provides signiﬁcant capacity and ﬂexibility

to support future growth. As part of its visit,

the Board also met a key customer to gain

feedback on the Group’s position as a

strategic partner to the steel industry,

highlighting the scale of opportunity in

fast-growing markets such as India.

Dividend and Share buyback

The Board has recommended a ﬁnal

dividend of 16.5 pence per share

(FY24: 16.4p), which together with the

interim dividend paid of 7.1 pence per

share, brings the total dividend for the year

to 23.6 pence per share, a 0.4% increase

compared to the total dividend for 2024

(23.5p). This represents a dividend cover

of 1.5x compared to underlying EPS

for 2025.

Over 2025 we completed our second £50m

share buyback (initiated in November

2024), resulting in a total cash outﬂow

relating to share repurchases of £34.8m

in FY25. In total 8.6m shares were

repurchased during the year, reducing

our shares in issue by c. 3%.

Annual General Meeting

The Annual General Meeting will be

held on 28 May 2026. The Notice of

Meeting and explanatory notes containing

details of the resolutions to be put to the

meeting accompany this Annual Report

and are available on our website:

www.vesuvius.com.

Looking ahead

As we enter a new year, the Board continues

to monitor global markets closely.

With a continuation in our disciplined

approach to costs, continued investment in

diﬀerentiated technology, our investment

for growth markets and our strong

customer relationships, the Group is well

positioned to beneﬁt when markets recover.

On behalf of the Board, I would like to

thank our employees, customers and

shareholders for their continued support,

and I look forward to reporting on further

successes in the coming year.

Carl-Peter Forster

Chairman

11 March 2026

Strategic report

Governance

Financial statements

Resilient revenue

In 2025, revenue was £1,809.5m, an

increase of 0.7%, like-for-like, compared

to 2024, and a 0.6% decline on a reported

basis, reﬂecting FX headwinds partially

oﬀset by the contribution from

acquisitions. The small underlying increase

in revenue was principally due to modest

growth in both sales volume, +£4.2m,

and pricing of +£7.7m. Revenue in our

Steel Division grew slightly (+1.4%) on

a like-for-like basis reﬂecting both volume

growth and pricing, while in Foundry,

revenue reduced by 1.5% on an underlying

basis, principally reﬂecting lower market

activity, which was only partially oﬀset

by market share gains, and broadly

ﬂat pricing.

Trading proﬁt was £151.1m, a reduction

of 17.0% on a like-for-like basis and

a decrease of 19.6% on a reported

basis. Our £55m multi-year cost-saving

programme delivered a £17.8m in-year

beneﬁt, ahead of our initial expectations,

while net pricing was -£11.5m, reﬂecting

a net negative in H1 and a small net

positive in H2. Volume and mix had

a negative impact on proﬁt, reﬂecting

a combination of shifts in volume regionally

and product rotation among customers,

largely in EMEA. The Group achieved a

return on sales of 8.4% in 2025, down 170

basis points versus FY24 on a like-for-like

basis. This reﬂects the decline in our trading

proﬁt, on broadly ﬂat revenues.

The overall decline in trading proﬁt is

principally attributable to a drop in

proﬁtability in EMEA across both divisions,

which accounts for approximately

80% of the reduction in Group proﬁt

year-on-year, driven by the challenging

market conditions in this region.

In 2025, we have shown

resilience despite diﬃcult

market conditions, thanks to

a strong focus on cost reduction

and to the continuing beneﬁts

of our technology strategy.”

Patrick André

Vesuvius plc

Annual Report and Financial Statements 2025

Chief Executive’s strategic review

Diﬃcult market background

in both Steel and Foundry

Global steel production remained

subdued in the world with a 1.9%

decline overall, including China which

declined 4.4%. Excluding China, steel

production increased 0.9% for the full

year (Source: World Steel Association),

despite a further signiﬁcant increase in

steel exports from China. Most of this

growth was however concentrated in

India (+9% year-on-year, excluding

induction furnaces) and South East Asia

(+4.7%). USMCA was mostly stable

(+0.8%), with growth in the US mostly

compensated for by a signiﬁcant

decline in Mexico and Canada. Steel

production declined in EMEA (-1.3%)

and in South America (-1.3%).

Chinese net steel exports continued to

rise during the year, reaching 113 million

tonnes in 2025, an increase of c. 9 million

tonnes versus 2024, constraining steel

production outside China. However,

over 60 countries worldwide are now

introducing some form of protective

measures against unfair trade in steel.

This, alongside domestic policy actions

announced by the Chinese Government

to reduce production and ensure

regular payment of export taxes,

is ultimately expected to support

a reduction in Chinese exports and

therefore support an increase in steel

production outside of China. This

should, in particular, beneﬁt the EU

and the Americas in particular.

Foundry markets, with the exception

of India and China, remained very

weak throughout 2025, in particular

in Europe, which continued to be

impacted by the decline in auto

manufacturing. North Asia was also

weak, with auto exports to China in

decline due to domestic competition,

and exports to the US impacted by

increased tariﬀs. The market in South

America, in particular Brazil, was also

negatively impacted by Chinese

castings imports and US tariﬀs.

Steel Division

The Steel Division delivered modest

revenue growth (+1.4%, like-for-like)

in 2025, mostly driven by Advanced

Refractories (+3.9% revenue growth

like-for-like), with stable revenue from

Flow Control. On a reported basis, revenue

was ﬂat, reﬂecting the impact of FX

headwinds, the contribution from the

PiroMET acquisition and like-for-like

revenue growth, supported by modest

increases in both sales volume and pricing.

In the Steel Division, both Flow Control

and Advanced Refractories gained market

share overall, with gains in Asia and EMEA

more than oﬀsetting a slight erosion in the

rest of the Americas.

Trading proﬁt for the Steel Division fell

by 18.3% on a like-for-like basis, resulting

in a drop in return on sales of 210bps.

The proﬁt impact came substantially from

the EMEA region due to a combination

of adverse product mix and pricing.

However, while pricing net of cost inﬂation

remained negative for the full year, the

Steel Division was able to re-establish

positive net pricing in H2 reﬂecting, in

particular, the technology leadership

position of Flow Control. The Division

was also negatively impacted by some

temporary manufacturing ineﬃciencies in

North America related to the ramp-up of

production to satisfy the growing demand

in the US. Steel Division proﬁts were also

supported by the strong cost reduction

actions undertaken as part of the

Group-wide cost-saving programme.

Foundry Division

Foundry revenue reduced by 1.5% on

a like-for-like basis, as volumes fell,

reﬂecting the declining market in most

regions outside of India and China, and

only partially compensated by market

share gains. On a reported basis, revenue

declined by 2.0% despite the contribution

of the acquired MMS business. Trading

proﬁt for the Foundry Division fell 11.2% on

a like-for-like basis, reﬂecting negative net

pricing (largely in H1) and product margin

mix, partially oﬀset by an acceleration in

cost savings. Return on sales declined

70bps. The challenges in proﬁtability arose

in EMEA and South America, while other

major regions grew proﬁtably. In 2025,

the EU+UK represented 32% of Foundry

revenue, down from 37% ﬁve years ago.

Strategic report

Governance

Financial statements

Sustainability

Cost optimisation

–

Helping our customers

reduce their CO

emissions

–

Become a zero-accident company

–

Reach net zero CO

emissions (Scope 1 and 2)

–

Improve gender diversity at

every level of the Company

–

Expanded target to deliver £55m

of annual cash cost savings by 2028

–

Cost savings delivered in 2024 and

2025 of £30.8m

–

Focus on worldwide operational

improvement, lean initiatives,

automation and digitalisation,

and optimisation of our

manufacturing footprint

Capital allocation

Return on sales and Free cash ﬂow

Organic investment

–

R&D expenditure

of ~2% of revenue

annually

–

c. £100m growth

capex programme

concluded in 2025

Inorganic investment

–

Acquisitions on a highly

selective basis

–

Two acquisitions

completed in 2025

Returns to shareholders

–

Progressive

dividend policy

–

Maintenance of a

prudent balance sheet

–

Additional returns:

£34.8m returned

via share buyback

programmes in 2025

We continue to target a RoS of 12.5%,

although delivery, along with our free

cash ﬂow target, has been held back

by the extended weakness in our

end-markets.

However, with the prospect of more

favourable market conditions as

from 2027 and the support of our

ongoing self-help measures, we still

remain conﬁdent that our business

model has the potential to achieve

this RoS target and to generate

signiﬁcant free cashﬂow.

Priorities

Vesuvius plc

Annual Report and Financial Statements 2025

Chief Executive’s strategic review

continued

Good cash generation and

strong balance sheet

The business delivered adjusted operating

cash ﬂow of £113.3m in 2025, which

represented a 75% cash conversion rate

for the year. Free cash ﬂow was £36.0m,

after cash capex (net of proceeds) of

£81.0m (2024: £96.5m). We maintained

a strict focus on working capital

management and reduced our working

capital by £38m at year-end versus the

position at 30 June 2025, despite the

addition of working capital from the

Molten Metal Systems (MMS) business

acquisition. Working capital intensity

was stable since the second half of the

year, at 23.4% of revenue, which is a slight

increase compared to intensity of 22.9%

at 31 December 2024.

Our balance sheet had a net debt/EBITDA

ratio of 2.0x at the year-end, (31 December

2024: 1.3x; 30 June 2025: 1.8x) on a pro

forma basis, adjusting for the EBITDA

contribution from acquisitions made

through the year, at the top end of our

1.0-2.0x range (2.1x without adjustment

for acquisitions). This reﬂects £36m of free

cash ﬂow, £34.8m of payments relating

to the share buyback, the acquisitions of

PiroMET and the MMS business (total

cash outﬂow of £38.9m) and dividends of

£57.9m. Our year-end leverage based on

our covenant calculation, which among

other things adjusts for acquisitions

made during the year, is 2.0x. We expect

leverage to fall in 2026 as our cash ﬂow

beneﬁts from lower capex, which is

expected to be in the range of £70m-75m

in 2026, and higher trading proﬁt.

Continued progress in the

eﬃciency of R&D and new

product development

We continue to invest in research and

development despite the diﬃcult market

conditions, spending £35.3m in 2025

(1.9% of revenue). This cost was fully

expensed in our income statement.

Our focus areas are: (1) innovation in

materials science, with an objective to

continuously improve the performance of

our consumables; and (2) the development

of mechatronics solutions to enable our

customers to substitute the operators who

manipulate our consumable refractories

with robots and, by doing so, improve their

safety, reliability and quality performance.

Strategic report

Governance

Financial statements

Our New Product Sales ratio, deﬁned as

the percentage of our sales realised from

products which did not exist ﬁve years ago,

reached 20.5% for the Group in 2025. This

was up from 19.1% in 2024 and exceeded

our Group target of over 20% by 2026.

We launched 24 new products in 2025

and have an extensive pipeline of

products under development which will

be progressively introduced in the market

over the coming years and will support

our ambition to grow our revenue

and proﬁtability.

Our robotics business is also expanding,

with an increase in Flow Control robots

shipped, increasing to nine in the year

versus six in 2024, reﬂecting a signiﬁcant

positive momentum in orders over the last

two years. Flow Control robotic systems

shipped in 2025 include two robots for

a major customer in Mexico for a new mill

currently under construction, expanding

on the success of similar systems installed

at the same customer in Brazil. Our

Advanced Refractories robotics solutions

are seeing similar positive progress, with

contracts for four robots agreed in 2025,

and a strong pipeline of opportunities in

the year ahead, in combination with the

acquired business PiroMET.

Cost optimisation programme

delivering above expectations

Our cost optimisation programme,

launched in late 2023, initially aimed to

deliver £30m of recurring cash savings

by 2026, and has been progressively

upgraded and expanded, now with

a target to deliver £55m of savings by

2028. The savings reported under this

programme are structural in nature

meaning that we do not expect them to

reverse when market conditions improve.

The programme covers all our worldwide

activities and focuses on operational

improvement, lean initiatives, automation

and digitalisation, as well as optimisation

of our manufacturing footprint.

In 2025, we delivered cost savings under

this programme of £17.8m, bringing the

total delivered in two years to £30.8m,

ahead of the initial target both in quantum

and timing. Of the savings delivered

in-year, slightly under half were in the

Foundry Division, reﬂecting swift action

taken to address costs in a challenging

environment. We expect to deliver

incremental in-year savings of c. £10m

in 2026.

The one-oﬀ costs to deliver these savings

are shown as separately reported items,

and in FY25 were £18.9m (FY24: £14.6m).

Strategic acquisitions

On 28 February 2025 we completed the

acquisition of a 61.65% shareholding in

PiroMET, a Turkish refractory company.

The acquisition strengthens our Advanced

Refractory business in the fast-growing

region of EEMEA and will also allow us to

leverage PiroMET’s expertise in robotics,

where we have a strong order-book for

the coming years.

On 12 November 2025, we completed

the acquisition of the MMS, which brings

industry-leading technology in crucibles

to our Foundry business, accelerating

our exposure to the faster-growing

non-ferrous market (expected to reach

c. 27% of revenue in 2026, from 21%),

together with increased exposure to the

fast-growing Indian market.

Ongoing commitment to

high safety performance

In 2025, we achieved a Lost Time

Injury Frequency Rate (the number of

work-related injuries necessitating a lost

work-shift, per million hours worked)

of 0.7, slightly higher than in 2024 due

to a higher frequency rate at our newly

acquired PiroMET business in Turkey,

which we expect to improve as integration

progresses. This still positions Vesuvius well

ahead of the industry average and is the

result of continuous eﬀorts to integrate

safety as the number one priority in the

Company culture.

However, tragically, we suﬀered one

work-related fatality in our workforce

during the year, as the result of a public

road traﬃc accident in which one of our

colleagues,driving back from a site visit,

passed away. We remain committed to

our goal of zero accidents, and we will

strive towards this objective.

Signiﬁcant progress on our journey

to net zero

We continued progressively to implement

our action plan to decarbonise our

activities. By the end of 2025, we had

reduced our carbon intensity (CO

e tonnes

per million tonnes product sold) by 31.4%

as compared with our 2019 reference year

on a pro-forma basis (-47.4% on a

reported basis), signiﬁcantly ahead of

the 2025 objective of a 20% reduction.

This was achieved through carbon-free

electricity sourcing, improving energy

eﬃciency, and moving from higher to

lower carbon-emitting energy sources.

Outlook

The impact of the recent events

in the Middle East remains diﬃcult to

assess, but at this stage we still anticipate

that 2026 will mark a transition to recovery

in the Steel and Foundry markets, with,

in particular, the impact of trade

protection measures in steel starting

to have a meaningful impact on our Steel

markets as from the latter part of the year.

In 2026, our performance will beneﬁt

from the continued execution of our

cost reduction programme, from

the full-year contribution of our recent

acquisitions and some modest

volume growth.

On this basis, we expect our cash ﬂow to

grow in 2026, both from improved trading

proﬁt and from investment capex

returning to a normalised level, both of

which will also reduce leverage.

Whilst we are mindful of the current

geopolitical uncertainty, absent an

extended disruption, we continue to

expect to deliver proﬁt growth in 2026 in

line with expectations, on a constant

currency basis.

We continue to target a RoS of 12.5%,

although delivery, along with our free

cash ﬂow target, has been, until now,

held back by the extended weakness in

our end-markets. However, with the

prospect of more favourable market

conditions from 2027 and the support of

our ongoing self-help measures, we

remain conﬁdent that our business model

has the potential to achieve this RoS target

and to generate signiﬁcant free cash ﬂow.

Patrick André

Chief Executive

11 March 2026

Collaboration with our Steel and Foundry customers

We work in partnership with our customers

to develop the products and solutions that

improve their performance

How we create value

Our purpose

Vesuvius is a global leader in

molten metal ﬂow engineering

and technology, serving process

industries operating in challenging

high-temperature conditions.

We think beyond today to create the innovative

solutions that will shape the future, delivering

products and services that help our customers

make their industrial processes safer, more eﬃcient

and more sustainable.

In turn, we provide our employees with a safe workplace

where they are recognised, developed and properly

rewarded, and aim to deliver sustainable, proﬁtable

growth to provide our shareholders with a superior

return on their investment.

Skilled and

motivated people

Global

supply network

Global

presence

Robust balance

sheet

Intellectual

capital

CORE

Values

Vesuvius plc

Annual Report and Financial Statements 2025

Our business model

Supported by

our strengths

Value for customers

Technological product design

Our customer-facing marketing and

technology teams understand our

customers’ challenges through regular

dialogue. Our network of talented

scientists and technicians create

diﬀerentiated products and solutions to

address those challenges. This allows us

to maintain our technology leadership

Global manufacturing

Our manufacturing sites expertly make

our products, which are often bespoke for

each customer. We operate a regional

manufacturing model, with products

usually made on the same continent

as the customer

Product application

We provide on-site support for all our

customers through the Marketing &

Technology team. In addition, we have

c. 3,000 employees operating within

customer sites to apply our products,

which is a common contract type in

some regions

Customer knowledge

Our customer intimacy and deep

knowledge of their processes and

requirements give our engineers an

unparalleled ability to deliver on

customer needs

Values-led ways of working

We champion our values of Courage,

Ownership, Respect and Energy,

and our ethical approach to business

conduct. We have more than 11,000

employees and more than 3,000 directly

supervised contractors in our skilled and

motivated workforce

Strategically located

manufacturing assets

Our global footprint of 55 production

and sales sites on six continents places

us in close proximity to our customers

and is aligned with growth markets

Intellectual capital

We have six R&D centres of excellence

and dedicated R&D staﬀ worldwide,

generating innovative products

and services

Financial capital

We have a strong balance sheet and use

the cash generated by our business to

invest in innovation and technology,

site expansion and automation, and

acquisitions to generate further growth

Global supply network

We work closely with a wide range of

suppliers to establish reliable and

well-developed sustainable supply chains

to secure high-quality raw materials

Pro forma performance calculated as if dolime production had been operating normally in 2025. The actual reduction in Scope 1 and 2 CO₂e emission intensity

in 2025 was 47.4%. See page 53 for further information.

Safety

Better working

environments through

reducing the number of

interactions between manual

operators and the steel-making

process, and high reliability

of safety-critical parts

Quality

Optimised products

driving higher-quality,

higher value steel,

and better castings

Eﬃciency

More eﬃcient

production through

improved yields, and

cheaper casting and steel

through reduction of

input costs and improved

operational eﬃciency

Sustainability

Less energy usage

and reduced wastage

resulting in lower

emissions in our

customers’ processes

Our business approach

Making a diﬀerence

The value we create

Our strengths

Our shareholders

Our cash-generative and low capital

intensity business provides returns to

our shareholders and underpins

sustainable growth

£92.7m

returned through our share buyback

programmes and dividend payments in 2025

Our people

We encourage and reward high

performance to create an environment

where all can realise their individual

potential

£386m

paid to employees in wages and salaries in 2025

Our customers

Our cutting-edge products and solutions

deliver enhanced value for our customers

20.5%

new product sales ratio in 2025

Our environment

We are taking active steps to improve

our environmental eﬃciency

31.4%

pro forma reduction in Scope 1 and Scope 2

e emission intensity per metric tonne of

product packed for shipment (vs 2019)

We are...

We operate...

Entrepreneurial, decentralised,

a non-matrix organisation.

Strategic report

Governance

Financial statements

A proﬁtable, ﬂexible, cash-generative model

focused on sustainable growth.

Principal risks

End-market

Product quality failure

Complex and changing regulatory environment

Failure to secure innovation

Business interruption

People, culture and performance

Health and safety

2025 delivery

+0.7%

2025 vs 2024

2025 delivery

8.4%

2025 delivery

34.2p

Link to principal risks

Links to remuneration

Annual Incentive Plan

Customers also invest to increase

the performance of furnaces,

including downstream of casting

High-technology

steel market

High-technology steel market

grows at 0.9% per year

High-technology steel market grows

at 1.2% per year (light-weighting

and material eﬃciency eﬀorts by

downstream industries accelerate

shift from lower to higher

performance grades)

High-technology steel market

grows at 1.6% per year (light-

weighting and material eﬃciency

eﬀorts by downstream industries

accelerate shift from lower to

higher performance grades)

Aluminium

market

Aluminium market grows

at 3% per year, especially High

Pressure Die Casting (HPDC)

and Low Pressure Die Casting

(LPDC) processes

Aluminium market grows at 5% per

year (driven by the demand for

transportation, construction

and packaging) until 2030.

Growth of HPDC/LPDC at a higher

pace in the US and EU markets.

Moderate development of

secondary aluminium casting

Aluminium market grows at 7%

per year (driven by the demand

for transportation, construction

and packaging) until 2035.

Growth of HPDC/LPDC at a higher

pace in the US and EU markets.

Rapid development of secondary

aluminium casting

Potential ﬁnancial

impact in 2035

(proﬁt before tax)

-£5m to £0m

£0m to £5m

£5m to £10m

Strategic report

Governance

Financial statements

1. Regulatory and macroeconomic

drivers diﬀerentiate our scenarios

Firstly, eﬀective border adjustment

mechanisms to accompany carbon

taxation, or cap and trade systems in

regions with ambitious emissions reduction

objectives, will greatly support the

implementation of technologies required

to decarbonise steel-making (including the

development of hydrogen as the reducing

agent). Conversely, the absence or

ineﬀective implementation of border

adjustments would lead to signiﬁcant

delocalisation of the steel industry and

a displacement of CO

emissions to

other countries rather than a signiﬁcant

reduction on a worldwide scale.

Since the energy crisis which started in

late 2021, the European steel industry

has faced additional costs and loss of

competitiveness. If the energy cost gap

with other regions continues, this could

result in the permanent closure of steel

plants and delocalisation of production to

other regions. This shift in our customer

footprint would lead to the need to

adapt our own manufacturing footprint.

Other tariﬀs and trade defence

mechanisms may additionally aﬀect

the steel industry footprint, and

consequently the total CO

emissions

and their geographic distribution.

Secondly, public policy and investment

ﬁnancing will signiﬁcantly aﬀect the

relative cost and availability of non-CO

emitting energy sources versus fossil fuels

and their associated infrastructures.

These will greatly inﬂuence the pace of

deployment of selected technologies and

industries (electric vehicles, carbon-free

hydrogen and decarbonised steel-

making). Infrastructure, construction and

other downstream markets will also be

incentivised to reduce steel consumption,

accelerating the shift towards high-

technology steel. Investment incentives

and rising energy costs, as experienced

since the end of 2021, will positively aﬀect

the growth rate of investment in renewable

energies and penetration of electric

vehicles in the automotive markets.

Finally, the level of international

cooperation to encourage and support

less developed economies to engage in

the technology transition will also aﬀect

our customer manufacturing footprint.

Regulatory and macroeconomic drivers

may aﬀect our climate change scenarios

in the short, medium and long term.

2. The future of steel

All three scenarios assume that the strong

connection between world GDP and world

steel output will continue, supported by

urbanisation and rising living standards,

as there is no signiﬁcant substitute for steel.

Demographic evolution will aﬀect

economies around the world and our

downstream industries. The ﬁght against

climate change is expected to have a

far-reaching impact on many diﬀerent

industries translating into the accelerated

growth of the high-technology steel

segment in which Vesuvius has a key

presence. For example, solar and wind

power plants, where investment is growing

fast, are far more steel-intensive per

kWh of installed capacity than their fossil

fuel equivalents. Likewise, hydrogen

transportation, another area of rapid

growth, also requires considerable

amounts of special grades of steel for

new pipelines and ships. With evolutions

occurring over many years, this driver will

have a stronger impact over the medium

and long term than the short term.

3. Technology transition

Our scenarios consider the pace and extent

of the technology transition in iron and

steel-making. The BF–BOF route for

steel-making is signiﬁcantly more CO

intensive than the EAF route. However,

EAFs cannot always be used to produce all

higher-quality steel grades and they rely

on the availability of scrap steel (itself

a function of the level of economic

development). Going forward, quality levels

produced by EAFs will continue to improve.

Various technologies to decarbonise

the BF–BOF route are being developed,

including solutions which seek to capture

the carbon as it is emitted and either store

it or use the carbon in other processes.

Alternatively, the BF–BOF route may be

replaced by a combination of DRI and EAFs.

Hydrogen-based DRI associated with

EAFs has the potential to be nearly

carbon-free if carbon-free electricity and

hydrogen are available. We anticipate

that there will be a gradual reduction in

steel production via the BF–BOF route

and growth in the EAF route. The extent

and pace of this change will depend

on technologies coming to maturity,

the availability of infrastructure

(carbon-free electricity and hydrogen),

and regulatory frameworks.

These technologies will require many years

to mature and be deployed on a large

scale. This driver is therefore expected not

to have any impact over the short term,

and to reach its maximum impact in the

long term.

Conclusion on strategic resilience

Sustainability has always been at the

heart of Vesuvius’ business and the

Group’s analysis concludes that the

opportunities for the Group manifested

by the global pressure to mitigate

climate change outweigh the risks.

Our technology helps our customers

improve their process eﬃciency and

their environmental footprint.

We estimate the ﬁnancial impact of the

opportunities and risks on the Group will

be most adverse under a 4°C scenario

and most positive under a 2°C scenario.

Under all three scenarios, we expect to

beneﬁt from the continuing growth in the

production of steel in line with GDP, along

with the accelerating shift towards higher

performance iron and steel castings,

as we support customers to maximise the

eﬃciency and quality of their production.

With our technological expertise, strong

customer relationships and broad

manufacturing footprint, we expect

to play a key role in supporting our

customers’ eﬀorts to decarbonise

their operations.

We also believe there is a low downside

for Vesuvius in all three scenarios as more

than 70% of our business in steel is in the

steel casting part of the operation which,

as a stand-alone process, is low CO

emitting (1% to 3% of a steel plant’s CO

emissions), and which we do not expect to

be aﬀected by technology shifts that the

decarbonisation of iron and steel-making

will require.

Whilst the electriﬁcation of light vehicles

and ongoing light-weighting eﬀorts are

expected to translate into a shrinking of

the market for certain iron castings, it is

anticipated that this will be more than

compensated for by the growth in other

markets such as wind turbines and

aluminium castings.

We do not anticipate that climate change

will lead to any signiﬁcant changes in our

access to capital or require the impairment

of assets on a material scale.

Key factors impacting Vesuvius’ three climate change scenarios

Vesuvius plc

Annual Report and Financial Statements 2025

Tackling climate change

continued

Roadmap to Net Zero

We have set intermediate targets in our

journey to reach net zero CO

e emissions

by 2050 (Scope 1 and Scope 2), in line

with the Paris Agreement and the UK’s

commitment in the Climate Change

Act 2008 (2050 Target Amendment)

Order 2019. These emissions encompass

the seven GHGs listed by the

Intergovernmental Panel on Climate

Change in the Kyoto Protocol (CO

, N

O, HFCs, PFCs, SF

and NF

Our preferred metrics to monitor

progress with our journey to net zero

are energy and CO

e emission intensity

(energy consumption and CO

e emissions

per metric tonne of product packed for

shipment). These reﬂect the progress

made in our operations better than

absolute metrics. Managing this energy

intensity not only has environmental

beneﬁts, it is also part of our long-term

strategy to enhance our cost

competitiveness.

Our targets to reach Net Zero

Our targets cover 100% of Vesuvius’

operations. They are aligned with the

Science Based Targets initiative (SBTi)

requirements for a well below 2°C global

warming scenario and are consistent with

the Paris Agreement. 2019 was selected

as the baseline for all energy and GHG

emissions data and targets, absolute and

relative, as this was the last year of normal

trading prior to the COVID-19 pandemic.

As we have reached the end of the

2020-2025 cycle, our next milestone will be

in 2030. Our targets going forward are:

–

A reduction in total Scope 1 and

Scope 2 CO

e emission intensity

of 45% by 2030 (vs 2019 baseline),

excluding the dolime product line

–

100% carbon-free electricity by 2030

–

A reduction in total Scope 1 and

Scope 2 CO

e emission intensity

of 50% by 2035 (vs 2019 baseline)

–

Zero Scope 1 and Scope 2 CO

emissions by 2050

We aim to achieve our decarbonisation

goals without the use of any carbon oﬀsets

(or only to address residual emissions).

The Group energy CO

e emissions

reduction targets have been cascaded

to all Business Units, which have built

action plans accordingly. Portions of the

Group Executive Committee’s Long-Term

Incentive Plan and senior management

annual variable compensation are linked

to the achievement of CO

e emissions

reduction targets.

Our plan

Our Roadmap to Net Zero is based on

ﬁve key areas of focus:

Modernising and upgrading

installed equipment to reduce our

energy consumption

Investing to renew equipment to the

best available technologies and

converting to less CO

e intensive

energy sources

When possible, replacing high CO

emission electricity (generated from

coal or natural gas) with greener

electricity or other sources of energy

Reducing our energy wastage,

recovering heat to feed processes

and heat water

Generating clean energy

Assumptions and sensitivities

Some signiﬁcant assumptions underpin

our net zero plan, including:

–

The availability of the necessary

technologies, at an aﬀordable level and

at a scale appropriate for our industry,

especially for the ﬁring of refractory

ceramics and carbon capture (including

carbon capture technologies for the

dolime production process)

–

The development of additional

production capacity and distribution

infrastructure for renewable energy

and hydrogen, and their cost

competitiveness

–

Adequate policy support to foster

innovation and ensure the cost of CO

emissions will increase the attractiveness

of carbon-free processes

–

No signiﬁcant change to our business

model and product portfolio

The achievement of our CO

e emissions

targets will also be sensitive to:

–

The growth of revenue, organically,

and from acquisitions, and divestitures

–

Product mix evolution (especially driven

by dolime volume, which is the most

intensive product line)

–

Macroeconomic conditions and the

capex cycle impacting plant loading

(and thereby the energy eﬃciency of

continuous processes)

In the short and medium term, we will focus

on reducing the Scope 1 and Scope 2

emissions of product lines other than

dolime. We have made investments in

recent years to optimise the energy

eﬃciency and reduce the CO

intensity

of this process. Further signiﬁcant

improvements will require investing in

technologies such as carbon capture,

which we anticipate will not be available at

an aﬀordable level and at an appropriate

scale, in the short and medium term.

Strategic report

Governance

Financial statements

Our plan to reach net zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any carbon

oﬀsets (or only to address residual emissions).

Short term (2027)

A wide variety of projects have

been initiated, and more are being

considered, to help us deliver our energy

eﬃciency and CO

e emissions reduction

targets, including:

–

Optimisation of process parameters

–

Retroﬁtting of ovens and kilns

–

Replacement of older and less

eﬃcient units

–

Replacement of light sources with

LED lights

–

Replacement of diesel-powered forklift

trucks with electric forklift trucks

–

Installation of heat recovery systems

in ovens and kilns

–

Continued conversion of electricity

supplies to carbon-free sources

We endeavour to use the best available

technologies to reduce CO

emissions in all

our major capital expenditure projects.

Medium term (2035)

We anticipate that further emissions

reduction will be possible through

further energy eﬃciency measures

(continuation of the short-term actions).

Technological developments currently in

preparation with our partners will allow

us to reduce GHG emissions even further.

Projects have been launched across

a range of activities including:

–

Electriﬁcation of high-temperature

manufacturing processes that currently

rely on natural gas or LPG. The ﬁrst

investments to replace natural gas-

powered ovens with electric ovens

were completed at the end of 2024

–

The use of a combination of natural

gas and renewable energy such as

carbon-free hydrogen to ﬁre refractory

materials. We have already started

R&D trials with a blend of hydrogen

and natural gas

–

The use of bio-fuels instead of natural

gas. The ﬁrst investments to replace

natural gas with biomethane were

completed in 2024

Whilst the list of assets that will require

upgrade or replacement is deﬁned,

a precise time plan cannot be elaborated

beyond the next few years:

–

Electric and hydrogen-powered

high-temperature processes are still in

the development phase and not ready

for industrial-scale deployment. The

manufacture of each product family in

our portfolio requires a speciﬁc set of

parameters such as type of process

(batch vs continuous), temperature and

atmosphere. It is still too early to decide

which technological solutions will be

possible and most appropriate for

each process

–

All high-temperature processes will

require an adequate and aﬀordable

supply of carbon-free energy to be

economically viable. Availability and

price trajectories may vary greatly

from region to region

These low-carbon production processes

should be progressively introduced during

the 2025-2035 period, as they meet the

technical and economic conditions allied

with the availability of required energy.

Precise capital expenditure project lists

have been deﬁned for the 2026 horizon

and are in preparation for the next

few years. We estimate the incremental

capital commitment required by our

decarbonisation roadmap will be

approximately £7m per year until 2035.

We do not expect the useful economic

lives of our existing assets to be materially

aﬀected by our plans until 2035. We will

continue using the internal price of

carbon to assess the relative beneﬁts

and prioritise projects.

We also anticipate that changes in our

product portfolio towards less energy-

intensive products (such as resin-bonded

and unshaped refractories) will continue,

though the impact cannot be quantiﬁed.

Long term (2050)

Beyond 2035, the short-term and

medium-term programmes will continue

to deliver opportunities.

We are regularly monitoring the

emergence and readiness of new

technologies, through our network of

suppliers of capital goods, universities and

trade associations. In the longer term

(2050), various technologies are promising

candidates for the near zero emissions

curing and ﬁring of refractory products

(electricity, carbon-free hydrogen,

synthetic gas, biomass).

We currently anticipate that carbon

capture solutions will be available for

our industrial application during the

2035-2050 period, though most will

probably not be available sooner.

We are progressively adapting our

product and process R&D programmes

to explore such opportunities.

Capital expenditure requirements and

the useful economic lives of our existing

assets will depend on the evolution of

technologies currently in development.

Our plan to reach net zero

Scope 2 electricity

Reach net zero

Scope 1 + Scope 2

e emissions

Reduce the

intensity by

20% from the

2019 baseline

Reduce the

intensity by

50% from the

2019 baseline

Short term

Medium term

Long term

2027

2035

2050

Convert to 100%

carbon-free sources

2019

2030

Our journey to net zero

Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, and BMC from 2019 onwards.

Vesuvius plc

Annual Report and Financial Statements 2025

Tackling climate change

continued

Progress in 2025

Our progress – key Group initiatives for energy conservation and for increasing energy eﬃciency

We have continued converting our manufacturing sites to carbon-free electricity and undertaken a number of major projects

to signiﬁcantly reduce the Scope 1 CO

e emissions of the Group by addressing some of its most CO

e intensive installations.

The Group supports the transition towards

renewable energy sources and cleaner

carbon-free technology when possible.

Our energy strategy includes an ongoing

eﬀort to convert to carbon-free electricity

contracts whenever practical and economically

viable, investment in solar panels, and the

conversion of processes to electricity as soon

as the technology is cost-eﬀective.

In 2025, seven sites converted to carbon-free

electricity contracts, so at the end of 2025,

we had 46 sites with carbon-free electricity

contracts, representing 78% of our

manufacturing sites and R&D centres

of excellence.

87% of the electricity consumed in our

sites in 2025 was generated from renewable

sources (81% in 2024), and 89% using processes

that did not emit CO

e (renewable and nuclear)

(84% in 2024).

No new solar panel capital expenditure projects

were approved in 2025. Ten of our sites are now

equipped with photovoltaic solar panels and

ﬁve sites are investigating solar panel projects.

We include an environmental impact analysis

in the evaluation of our capital expenditure

projects as these are the key decisions that drive

long-term future sustainability performance,

and CO

emissions in particular.

Our Environmental Policy, which is the

responsibility of the Chief Executive and the

Group Executive Committee, covers all our

operations and states that all our investment

decisions will include an analysis of their

environmental impact.

An internal price for CO

emissions (Scope 1

and Scope 2) is included in the calculation of

payback for all investments reaching the

threshold for approval by the Business Unit

Presidents or Chief Executive.

Vesuvius views this shadow pricing mechanism

as a key tool to ensure that the environmental

impact of long-term investment decisions is

understood. It seeks to ensure that the best

available technology is adopted, even in

locations where no external cost for carbon

is in place or foreseen. The internal price of

was introduced in 2020.

It is reviewed annually by the Sustainability

Council and is applicable across all Business

Units in all regions. The price is adjusted, taking

into consideration both the previous year’s price

and the evolution of the EU Emissions Trading

System (EU-ETS) carbon pricing. In 2020, it was

initially set at €30 per tonne of CO

. It was raised

to €90 per tonne in 2021, and subsequently

maintained at this level. The Sustainability

Council has decided to maintain the internal

price of CO

emissions at €90 per tonne of

for 2026.

All Vesuvius plants have targets to reduce

energy intensity. We have implemented a

structured approach across the Company.

We collect and analyse data from our sites,

identify gaps and opportunities and eventually

target our engineering projects. We select

the processes and sites that are the most

energy-intensive or have the greatest impact,

and coordinate the projects centrally.

We also share best practice across locations.

For example, in one of the most energy-

consuming sites, we improved our process

by installing additional nozzles in the spray

towers, building on the experience from another

Vesuvius site. Many additional initiatives are

managed locally.

In 2025, we started deploying utilities

management systems in some of our plants,

allowing us to better monitor energy usage

and ﬁne tune process parameters. In 2025,

we also continued the deployment of meters

on energy-intensive equipment.

We are encouraging sites to carry out energy

audits and pursue ISO 50001 certiﬁcation.

Nine sites carried out energy audits in 2025,

taking the Group’s total number of audits to 24.

Four sites have already obtained ISO 50001

certiﬁcation. This combination of initiatives

allows us to identify and analyse opportunities

and target investments on projects with the

largest impact. More than 2,620 employees

have received training on energy conservation

and greenhouse gas emissions reduction.

In 2025, as a result of thermal processes

optimisation and the installation of retroﬁt

solutions, we have reduced energy consumption

by more than 3 GWh per year and CO

emissions by 9.2 KT versus 2024. New capital

expenditure worth c. £8.2m, dedicated to

94 projects with energy eﬃciency and

emissions reduction as one of their

prime objectives, was approved in 2025.

Carbon-free energy sources

Capital commitments and internal CO

pricing

Improving our energy eﬃciency

Strategic report

Governance

Financial statements

Our energy

consumption and

Scope 1 and Scope 2

e emissions

Whilst Vesuvius’ products diﬀer

signiﬁcantly in the energy intensity of their

manufacture, most of our manufacturing

processes are not energy intensive nor

do they produce signiﬁcant quantities of

waste and emissions. Dolime production

(based in South Africa), which uses coal

to calcine dolomite, is our major emitter

of CO

. Dolime and the next ﬁve of

our 39 main manufacturing processes

account for 61% of our energy

consumption and 67% of our

location-based CO

e emissions.

In January 2023, an incident incapacitated

one of our dolime rotary kilns, which

resulted in it being out of service for

over a year. The dolime installation

resumed production in 2024 albeit at

a lower level than prior to the 2023

incident. As a consequence, the tonnage

of dolime produced by the Group has

been considerably lower in recent years

than in prior years and the Group’s

product mix has been very diﬀerent.

The Group’s absolute energy consumption,

e emissions, energy intensity and

e emission intensity reduction have

been aﬀected by the lower output of

dolime, which has higher energy and

carbon intensity than most of our

production processes.

The Group’s progress in reducing our

e emission intensity was adversely

aﬀected in 2025 by the increase in dolime

production versus 2024. Coupled with

this, low volumes of other product lines

resulted in lower ﬁll rates for continuous

processes and lower energy eﬃciency,

thereby also contributing to a higher

e emission intensity.

Between 2019 and 2025, the Group

achieved an overall reduction in energy

intensity (normalised to per metric tonne of

product packed for shipment) of 18.4%.

The pro forma energy intensity reduction

assuming the Group had produced dolime

at the normal rate was 13.8% vs a target

of 10% by 2025. During the same period,

our overall CO

e emission intensity metric

(CO

e emissions per metric tonne of

product packed for shipment, Scope 1

and Scope 2, market-based) reduced by

47.4% vs a target of 20% by 2025.

Excluding dolime, the CO

e emission

intensity reduction between 2019 and

2025 was 45.9%. If the production of

dolime had remained on average the

same as the 2019-2022 period, prior to

the dolime incident, our pro forma CO

emission intensity reduction would have

been 31.4%.

Scope 1

covers emissions from fuels used in

our factories and oﬃces, fugitive emissions

and non-fuel process emissions.

Scope 2

relates to the indirect emissions

resulting from the generation of electricity,

heat, steam and hot water we purchase to

supply our oﬃces and factories.

Scope 3

covers all other direct CO

and

e emissions that occur in the Company’s

value chain.

The conversion by many of our sites to

carbon-free electricity contracts has

helped our CO

e emissions reduce at a

faster pace than our energy eﬃciency

improvements. Vesuvius’ total energy costs

in 2025 were £45.1m, c. 2.5% of revenue

(£45.6m in 2024, c. 2.5% of revenue).

None of our installations meets the criteria

to be included in the EU-ETS. South Africa

is the only country where we exceed the

threshold to be submitted to a carbon

tax or an emissions trading scheme.

The carbon tax cost in 2025 was c. £ 0.1m

(£0.1m in 2024), based on emissions in

the prior year.

In 2025, Vesuvius did not engage in any

greenhouse gas removal activities within

its own operations or upstream or

downstream value chain, nor did we

ﬁnance any removal projects outside

our value chain through the purchase

of carbon credits.

Our projected future progress

Factoring in the signiﬁcant assumptions

that underpin our net zero plan

(see page 50), we believe that we are

on track to achieve the projected 100%

reduction of our Scope 2 emissions by

2030 and the projected 50% reduction

of our combined Scope 1 and Scope 2

emissions intensity by 2035. Having

already converted most of our

manufacturing sites to carbon-free

electricity, the reduction of our CO

emissions intensity will be driven by

progress in addressing Scope 1 emissions.

Consequently, the pace of progress will

slow down.

2025

2024

2023

2022

2021

2020

2019

Electricity from non-CO

emitting

sources

(% of total)

37%

39%

50%

65%

75%

84%

89%

2025 Scope 1 and Scope 2 CO

e emissions per region (market-based)

Metric tonnes CO

2025

Metric tonnes

Africa

97,360

Europe and Middle East

39,800

US, Mexico, Canada

31,091

China

26,116

India

12,488

South America

6,514

East Asia and Oceania

6,331

Notes:

–

Includes the business of Universal Refractories, Inc. (Vesuvius Penn Corporation) which was acquired in 2021 and BMC (Yingkou YingWei Magnesium Co., Ltd),

which was acquired late 2022.

–

The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,

which were acquired in 2025.

–

Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2025 Sustainability Report which

is available at: www.vesuvius.com.

Vesuvius plc

Annual Report and Financial Statements 2025

Tackling climate change

continued

Scope 1, Scope 2 and Scope 3 CO

e emissions (market-based)

1,2

In 2025, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO

e emissions were 2,121,355 metric tonnes.

Metric tonnes CO

2025

2024

Metric

tonnes

Metric

tonnes

Scope 1 Process CO

e emissions

50,005

25.0%

57,926

26.9%

Scope 1 Energy CO

e emissions

148,387

74.2%

157,090

72.9%

Scope 1 Fugitive emissions

1,527

0.8%

575

0.3%

Total Scope 1 CO

e emissions

199,919

9.4%

215,591

10.6%

Scope 2 CO

e emissions (market-based)

19,781

0.9%

24,695

1.2%

Scope 3 CO

e emissions

1,901,655

89.6%

1,791,994

88.2%

Total

2,121,355

100%

2,032,280

100%

The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,

which were acquired in 2025.

Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)

1,2,3

2025 vs 2019

2025

2024

2019

Total energy consumption

(million kWh)

941

963

1,211

Energy consumption per metric tonne of product packed for shipment

(kWh/MT)

-18.4%

1,021

1,076

1,252

Notes:

The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, except for PiroMET and the Molten Metal Systems business,

which were acquired in 2025.

2019 was selected as the baseline for all energy and GHG emissions data and targets, absolute and relative, as this was the last year of normal trading prior

to the COVID-19 pandemic. Progress is measured against the 2019 performance. 2019 numbers were re-baselined using pre-acquisition data for the business

acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd).

3. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2025 Sustainability Report which

is available at: www.vesuvius.com.

Vesuvius plc statement of veriﬁcation

Scope 1, Scope 2 and Scope 3 carbon footprint reporting and supporting evidence contained herein

for the period 1 January 2019 to 31 December 2025 covering GHG emissions as CO

e in metric tonnes,

e intensity in metric tonnes of CO

e per metric tonne of product packed for shipment, energy

consumption in kWh and energy intensity in kWh of energy per metric tonne of product packed for

shipment, location-based and market-based, were veriﬁed by Carbon Footprint Ltd in accordance with

the ISO 14064 Part 3 (2019): Greenhouse Gases: Speciﬁcation with guidance for the veriﬁcation and

validation of greenhouse gas statements.

A copy of the limited assurance statement can be found on our website: www.vesuvius.com.

The absolute values of the energy

consumed and the location-based CO

emissions decreased in 2025, as well as

energy intensity and emission intensity per

metric tonne of product packed for

shipment. In 2025, the Group’s normalised

energy consumption decreased by 5.1%, to

1,021 kWh per metric tonne (2024: 1,076).

Location-based emissions decreased by

5.5% to 0.319 metric tonnes of CO

e per

metric tonne of product packed for

shipment (2024: 0.338) and market-based

emissions decreased by 11.2% to 0.238

metric tonnes of CO

e per metric tonne of

product packed for shipment (2024: 0.269).

The reduction in CO

e emissions in 2025

was mainly driven by three factors:

–

Continuation of the conversion of our

manufacturing sites to carbon-free

electricity contracts

–

Operational eﬃciency improvements

resulting in the 5% decrease in natural

gas usage

–

Lower production levels of our most CO

intensive production line (dolime)

resulting in a 14% decrease in coal

consumption (the fuel and raw material

used only in dolime production), to

13,585 metric tonnes (2024: 15,767).

Strategic report

Governance

Financial statements

Global GHG emissions and energy consumption

Location-based statutory reporting (Operational Control Boundary)

1,2,3,4,5

Emissions

and energy

sources

UK and

Oﬀshore

e ‘000

metric

tonnes

2025

Global

e ‘000

metric

tonnes

2025

Proportion

relating to

the UK and

Oﬀshore

Area

UK and

Oﬀshore

e ‘000

metric

tonnes

2024

Global

e ‘000

metric

tonnes

2024

Proportion

relating to

the UK and

Oﬀshore

Area

UK and

Oﬀshore

energy

used

‘000 kWh

2025

Global

energy

used

‘000 kWh

2025

Proportion

relating to

the UK

and

Oﬀshore

Area

UK and

Oﬀshore

energy

used

‘000 kWh

2024

Global

energy

used

‘000 kWh

2024

Proportion

relating to

the UK and

Oﬀshore

Area

Combustion of fuel and operation of facilities including fugitive emissions (Scope 1)

0.081

200

0.04%

2.289

216

1.1%

440 736,332

0.06%

11,943

764,552

1.6%

Electricity, heat, steam and cooling purchased for own use (Scope 2)

0.054

0.06%

0.282

0.3%

351 204,719

0.17%

1,848

198,497

0.9%

Total GHG emissions and energy

0.134

294

0.05%

2.571

302

0.9%

791 941,051

0.08%

13,791

963,048

1.4%

Change

-94.8%

-2.7%

-94.3%

-2.3%

Vesuvius’ chosen intensity measurement

(location-based statutory reporting)

1,2

Metric tonnes CO

e per metric tonne of

product packed for shipment

kWh of energy per metric tonne of

product packed for shipment

UK and

Oﬀshore

2025

Global

2025

UK and

Oﬀshore

2024

Global

2024

UK and

Oﬀshore

2025

Global

2025

UK and

Oﬀshore

2024

Global

2024

Emissions and energy reported above

normalised to metric tonnes CO

per metric tonne of product packed

for shipment

0.319

3.068

0.338

1,021

16,457

1,076

Change

-100%

-5.5%

-100%

-5.1%

Metric tonnes of CO

per £m revenue

Total GHG emissions as metric tonnes

e per £m revenue (location-based)

2.0

162.4

23.2

165.9

Change

-91.4%

-2.1%

1. Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO

e) and energy consumption (‘000 kWh). The numbers are collated from

entities within the Group’s Operational Control Boundary except for PiroMET and the Molten Metal Systems business, which were acquired in 2025.

2. In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our

location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO

e. We report in metric tonnes of CO

equivalent (CO

e). We have used emission

factors from the UK Government (Defra) and the IEA GHG Conversion Factors for Company Reporting 2025 in the calculation of our GHG emissions.

3. Our energy-related GHG emissions, reported as carbon dioxide equivalents (CO

e), include direct emissions of the three main GHGs (carbon dioxide (CO

methane (CH

) and nitrous oxide (N

O)).

4. Process-related emissions of the following in CO

equivalent and in metric tonnes are not signiﬁcant: Direct methane CH

emissions and Direct nitrous oxide

O emissions.

5. Emissions of the following in CO

equivalent and in metric tonnes are not signiﬁcant: Direct sulphur hexaﬂuoride (SF

) emissions; Direct HFC emissions;

and Direct PFC emissions.

Greenhouse gas (GHG) reporting

We have reported to the extent reasonably practicable on all the emission sources required under Part 7 of the Accounting Regulations

which fall within our Group Financial Statements. Statutory reporting is location-based according to the GHG Protocol.

All sites report their energy consumption and GHG emissions on a quarterly basis. Performance and variation are analysed, and

improvement plans built accordingly.

The Group also meets all its obligations in relation to the Producer Responsibility Obligations (Packaging and Packaging Waste)

Regulations 2024 and the Energy Savings Opportunity Scheme by which the UK implemented the EU Energy Eﬃciency Directive.

Vesuvius plc

Annual Report and Financial Statements 2025

Tackling climate change

continued

Scope 3 emissions

Vesuvius’ Scope 3 CO

e emissions, mainly

upstream, contribute to a greater part of

our total CO

e emissions than our Scope 1

and Scope 2 emissions. Our products are

used by customers whose processes emit

signiﬁcant amounts of CO

. They serve to

contain and protect liquid metal and

manage its ﬂow, but do not participate

in the heating operations or chemical

reactions that lead to CO

emissions.

Emissions associated with the processing

or use of our products are hence very

limited. More speciﬁcally:

–

Some products require drying or

pre-heating prior to use by our

customers. Emissions generated during

these operations are included in the

‘Processing of sold products’ category

–

Refractory materials do not require

energy during their use; having

undergone high-temperature processes

during their manufacturing, they are

inert and do not release any greenhouse

gases during their use

–

Some non-refractory products contain

chemicals, which will be partially burnt

during usage by our customers.

Emissions due to the combustion of

chemicals are included in the ‘Use of sold

products’ category

Since 2021, we have undertaken a focused

evaluation of emissions associated with

raw materials, using publicly available

average CO

emissions factors. We have

also collected information on energy

source, CO

emissions data and reduction

plans from our raw materials suppliers as

part of our Request for Quotation process.

We have begun to collect CO

emissions

data relating to transportation from

our forwarders in all regions. In 2025,

the CO

emissions data that we received

from our forwarders covered 23% of

our transportation spend (upstream

and downstream), and we were able to

evaluate CO

emissions covering a further

21% of our transportation spend using

operational data and Defra conversion

factors. The remainder of our CO

emissions from upstream and downstream

transportation (56%) was estimated based

on spend and Defra conversion factors.

Various initiatives have been launched

to reduce our Scope 3 CO

emissions,

including returnable packaging,

the electriﬁcation of company ﬂeet

vehicles and arrangements for

collective commuting.

Our process for evaluating Scope 3

emissions continues to evolve,

as assessment techniques become

more sophisticated.

Scope 3 emissions

1,2,3,4,5

Metric tonnes CO

2025

2024

Metric tonnes

Purchased goods and services

1,580,597

83%

1,482,459

83%

Capital goods

50,336

46,048

Fuel- and energy-related activities (not included in Scope 1 or 2)

38,952

39,473

Upstream transportation and distribution

28,445

28,516

Waste generated in operations

13,345

14,391

Business travel

9,333

<1%

9,887

Employee commuting

43,469

34,470

Upstream leased assets

Downstream transportation and distribution

57,751

57,897

Processing of sold products

18,350

19,250

Use of sold products

37,094

36,326

End-of-life treatment of sold products

23,983

23,276

Downstream leased assets

Franchises

Investments

Total Scope 3 CO

e emissions

1,901,655

100%

1,791,994

100%

1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,

which were acquired in 2025.

2. Conversion factors for GHG emissions and energy used the 2025 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for

GHG emissions for electricity globally used the 2025 IEA Emission Factors.

3. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for the years 2019-2025. The Sustrax tool relies on the UK Government

Defra methodology, categories and emission conversion factors. Wherever possible we used activity data which relies on information that is speciﬁc to the

organisation, and therefore is much more accurate than the spend-based method.

4. Scope 3 2025 Upstream subtotal 1,764,477 metric tonnes (93%). Downstream subtotal 137,178 metric tonnes (7%).

5. Scope 3 categories ‘Purchased goods and services’ and ‘Use of sold products’ for 2024 were amended to reﬂect data cube changes and related data

improvements. Total ﬁgures were updated accordingly. Further information on sources of data, scope of entities covered, calculation methodologies and

progress can be found in the 2025 Sustainability Report which is available at: www.vesuvius.com.

Strategic report

Governance

Financial statements

A responsible company

Vesuvius is committed to making a

positive contribution to society. As part

of this, we focus on operating an ethical

business with appropriate policies in

place to ensure compliance with the

regulations and laws in all our markets.

Our CORE Values

The Group’s CORE Values convey the

mindset and attitudes we expect each

employee to show every day. They are

at the heart of the culture of the Group,

promoting our image to external

stakeholders, and underpinning the

commercial promise we provide to

our customers.

The Values are reinforced through

our performance management systems

and are celebrated each year through

our Living the Values Awards which

select regional and global winners

for each Value.

We seek to establish strong relationships with key stakeholders

and support the communities in which we operate

Code of Conduct

Our Code of Conduct sets out the

standards of conduct expected,

without exception, of everyone who

works for Vesuvius in any of our

worldwide operations.

The Code of Conduct emphasises our

commitment to ethics and compliance with

the law, and covers every aspect of our

approach to business, from the way that

we engage with customers, employees,

the markets and other stakeholders, to the

safety of our employees and workplaces.

Everyone within Vesuvius is individually

accountable for upholding its

requirements. We recognise that lasting

business success is measured not only

in our ﬁnancial performance, but in the

way we deal with our customers, business

associates, suppliers, employees,

investors and local communities.

The Code of Conduct is displayed

prominently at all our sites and is published

in our 29 major functional languages. It is

available to view at www.vesuvius.com.

We communicate openly and

transparently within the organisation,

through ‘town hall’ meetings, Board and

senior management visits, management

feedback, performance evaluation,

measuring employee engagement and

responding to the feedback we receive.

Critically, there is ongoing and consistent

communication of our CORE Values and

the principles of our Code of Conduct.

We engage staﬀ across the Group in both

general and targeted training, to ensure

a consistent understanding of our policies

and procedures.

The Code of Conduct covers eight

key areas:

Code of Conduct

Health, safety and the environment

Trading, customers, products

and services

Anti-bribery and corruption

Employees and human rights

Disclosure and investors

Government, society and

local communities

Conﬂict of interests

Competitors

–

I systematically say, decide and do what

is right for Vesuvius including when it is

diﬃcult, unpopular, or not consensual

–

I express my opinions openly during

discussions, but I also defend Group

decisions once they’ve been taken,

even if they do not correspond to my

initial position

–

I proactively take leadership

responsibility on diﬃcult projects

and topics that are important to the

Group’s performance, motivated

by the perspective of success rather

than paralysed by the risk of

personal failure

–

I demonstrate respect for other people’s

ideas and opinions even if I disagree

with them

–

I welcome open debate. I listen to others,

and foster esteem and fairness with

customers, suppliers, co-workers,

shareholders and the communities where

we operate

–

I communicate my objectives clearly

and take time to explain all decisions.

I behave with the highest level of integrity.

I promote diversity at all levels of

the Company

–

I work hard and professionally in pursuit

of excellence

–

I constantly raise the bar and challenge

the status quo. For me, the sky is the limit

–

I lead by example, inspiring and

motivating my team to go the extra mile.

I promote a positive and energising

work environment

–

I continuously deliver outstanding

customer experience and

innovative solutions

–

I never underestimate competitors

and permanently strive to reinforce

the Group’s leadership position

–

I am personally accountable for the

consequences of my actions and for the

performance of the Group in my area

of responsibility or oversight, without

blaming external circumstances or the

actions of others

–

I demonstrate an entrepreneurial spirit,

looking for and seizing business

opportunities and I immediately address

problems that come up as soon as

I become aware of them

–

I manage the Group’s money and

resources as though they were my own

Vesuvius’ CORE Values

Courage

Ownership

Energy

Respect

Vesuvius plc

Annual Report and Financial Statements 2025

A responsible company

continued

Compliance training

Compliance training gives our employees

a clearer understanding of the scope of

risks that exist as we conduct our business

and gives context to how the Group

expects each employee to respond to

those risks.

The Board has set a target of at least 90%

of targeted staﬀ completing the annual

anti-bribery and corruption training.

In 2025, 100% of the targeted staﬀ

completed this training.

Mandatory online training

courses – 2025 participation

% of targeted

audience

completing

course

Anti-bribery and

corruption (annual)

100%

Gifts, hospitality

and entertainment

(onboarding)

100%

Modern slavery

93%

Anti-tax evasion

99%

Data protection

100%

Cyber security awareness –

7 basic modules

90%

Governance and policies

Vesuvius’ compliance policies underpin the

principles set out in our Code of Conduct.

They are the practical representation of

our status as a good corporate citizen, and

they assist employees to understand and

comply with our ethical standards and the

legal requirements of the jurisdictions in

which we conduct our business. They also

give practical guidance on how this can

be achieved.

Human rights

The Group’s Human Rights and Labour

Policy reﬂects the principles contained

within the UN Universal Declaration of

Human Rights, the International Labour

Organization’s Fundamental Conventions

on Labour Standards and the UN

Global Compact, to which the Group

is a signatory. The Policy sets out the

principles for our actions and behaviour

in conducting our business and provides

guidance to those working for us on how

we approach human rights issues. These

principles have been integrated into the

work of our procurement teams as we

assess our suppliers and their business

practices. The Policy was reviewed and

updated in 2022.

Prevention of slavery

During 2025, we published our tenth

modern slavery transparency statement

outlining the Group’s approach to the

prevention of slavery and human

traﬃcking in our business and supply

chain. A copy of our latest statement is

available to view on our website:

www.vesuvius.com.

We have identiﬁed the following four

industries that pose a higher risk of

modern slavery for Vesuvius:

Mining and extractive industries

(raw materials)

Textiles (personal protective equipment

(PPE) and work clothing)

Transport and packaging

Maintenance, cleaning, agricultural

work, and food preparation

(contracted workers)

As our spend with mining and extractive

industry suppliers is far greater than the

other three industries, and the number

and diversity of suppliers is also the

greatest, we have been focusing our

eﬀorts on these industries.

We have deepened our investigation of

higher-risk raw materials, based on the

studies carried out by Drive Sustainability

and the Responsible Minerals Initiative on

the responsible sourcing of materials in the

automotive and electronics industries,

with which our portfolio of raw materials

shares many commonalities.

In 2025, we provided webinar training on

modern slavery to our key purchasing staﬀ

and continued to use an online e-learning

module to upgrade the training given to

all supplier-facing staﬀ. It provides key

guidance on the ‘red ﬂags’ associated

with modern slavery to assist them in

identifying these during supplier visits

and accreditation.

See the Group’s Statement on

the Prevention of Slavery and

Human Traﬃcking

www.vesuvius.com/en/sustainability/

our-policies/statement-on-modern

-slavery.html

Business ethics/anti-bribery

and corruption and working

with third parties

Vesuvius’ Code of Conduct aﬃrms our

commitment to competing vigorously,

but honestly, and not seeking competitive

advantage through unlawful means.

We conduct ourselves ethically in all public

aﬀairs activities, in alignment with local

laws and regulations. We do not engage

in unfair competition, exchange

commercially sensitive information with

competitors, or acquire information

regarding a competitor by inappropriate

means. When received for business

purposes, we safeguard third-party

conﬁdential information and use it only

for the purpose for which it was provided.

We recognise that certain third-party

relationships can represent signiﬁcant

risks, particularly in the areas of bribery,

corruption, sanctions and trade

compliance. Our compliance due diligence

framework ensures that these risks

are identiﬁed, assessed, and mitigated

both prior to engagement and throughout

the lifecycle of the relationship. Our

framework includes third party due

diligence, counterparty screening

and regular risk assessments, as well

as ongoing relationship monitoring

and reporting.

Human Rights and

Labour Policy

Our policy expressly prohibits forced,

compulsory or child labour in any form

and applies to both ourselves and those

who wish to work with us.

Our other commitments include:

–

Health and safety:

to work towards our

goal of zero injuries in the workplace

–

Freedom of association and right to

collective bargaining:

to respect our

workers’ democratic rights to participate

or not participate in trade unions, or other

collective bargaining organisations,

without fear of intimidation, pressure

or reprisal

–

Unlawful discrimination, harassment and

abusive behaviours:

to ensure that each

employee and potential employee is

treated with fairness and dignity and that

discriminatory practices, or unwelcome

verbal or physical conduct are not tolerated

–

Remuneration:

to ensure that wages and

beneﬁts paid to employees shall meet legal

or industry minimum standards

–

Discipline policies:

to ensure

proportionality of sanctions, with a range

of potential disciplinary actions and

procedural fairness

See the full policy on www.vesuvius.com

for further details.

Strategic report

Governance

Financial statements

Our procedure on working with third

parties clearly outlines our zero tolerance

approach to bribery and provides

practical guidance for our employees in

identifying concerns and how to report

them. Employees are actively encouraged

to consult and seek advice on ethical

issues. They have open access to the

Group Head of Compliance and the

legal function who provide support on

a regular basis.

Over the years, we have continued to

strengthen our training portfolio.

Our approach is designed to foster a

preventive mindset – helping employees

understand the scope of potential risks

and how to respond in alignment with

the Group’s standards.

Key compliance training initiatives in

2025 included:

An annual mandatory e-learning

module on anti-bribery and corruption

(including an anti-fraud module),

available in 18 functional languages for

targeted staﬀ, directly linked to the

Vesuvius Anti-Bribery and Corruption

Policy. This training is reviewed annually

to ensure its content remains relevant

and up to date.

Webinars and face-to-face training

delivered to risk-exposed functions,

using real-life scenarios and lessons

learned from compliance matters

management, investigations and risk

assessments at multiple sites, covering

anti-bribery and corruption, the Speak

Up Policy, export controls and sanctions

and key compliance processes, such as

compliance due diligence.

New senior manager induction training,

oﬀering dedicated sessions led by the

Compliance team to introduce relevant

policies and procedures, and further

explain leadership’s role in eﬀective

risk management.

During 2025, the Group also continued

its risk-based due diligence programme,

including anti-corruption reviews of our

third-party representatives, agents and

other intermediaries. Enhanced due

diligence reviews of sales agents, customs

clearance agents, and other parties acting

on our behalf, were repeated to ensure

ongoing compliance with our standards.

In 2025, we completed due diligence on

more than 1,761 counterparties from 81

countries. As a result of this process, we

either declined or terminated relationships

with 84 counterparties who did not meet

our standards. Once a counterparty

passes compliance due diligence, it is

placed on 24/7 ongoing monitoring,

ensuring that should the circumstances

change, the re-evaluation will be triggered.

Responsible sourcing

Vesuvius recognises the crucial role that

its suppliers play in creating value in the

products and services that Vesuvius

ultimately provides to its customers.

In addition to the consistent and timely

supply of materials, products and services

which are of the highest quality, we expect

our suppliers to operate in a manner that is

appropriate, in terms of their ethical, legal,

environmental and social responsibilities.

Principles

Overall, our objective is to encourage

suppliers to implement a meaningful

sustainability programme, embrace the

UN Global Compact principles, and

evaluate and reduce our upstream

emissions. The satisfaction of our

customers’ requirements, the safety and

reliability of Vesuvius’ products, and the

eﬃciency of Vesuvius’ internal processes

are dependent on the reliability of its

network of suppliers. Vesuvius is

committed to ensuring that we utilise

high-quality raw materials, secured

through reliable and well-developed

raw material suppliers. The principles of

sustainable procurement are prescribed

within the Vesuvius Sustainable

Procurement Policy and supported by

supplementary processes.

Sustainable Procurement Policy

We operate a Sustainable Procurement

Policy which outlines key criteria for

suppliers. The Policy uses the Group

Procurement’s Request for Quotation

(RFQ) process to engage a signiﬁcant

number of Vesuvius suppliers and is

provided in conjunction with the Vesuvius

Terms and Conditions of Purchase.

For suppliers to participate in the RFQ,

they are obliged to accept and agree

to the terms of the Sustainable

Procurement Policy, as it forms an

addendum to Vesuvius’ standard contract

clauses, or share their own policy

demonstrating alignment to the same

business values. Once these policies are

shared, it is the responsibility of the

supplier to verify and monitor compliance

against them – both for their operations

and those of any sub-contractors.

Since its inception in 2021, 369 active

vendors, representing 69% of the raw

material spend, have acknowledged our

Sustainable Procurement Policy.

Sustainable Procurement Policy

The Policy covers all suppliers of goods

and/or services either used in our

manufacturing processes and/or sold

directly by us to customers, including Tolling

and Resale suppliers. It applies to suppliers,

their agents and their sub-contractors.

The major elements of the Sustainability

Procurement Policy are:

–

Employees and human rights

–

Conﬂict minerals

–

Ethical and compliant business practices

– Environment

– Quality

–

Business continuity

See the full policy on

www.vesuvius.com

for further details.

Supplier sustainability

assessments

As part of our sustainability agenda,

Vesuvius has implemented a Supplier

Sustainability Assessment programme,

covering all suppliers of goods either

used in our manufacturing processes

and/or sold directly by us to customers,

including Resale suppliers.

Vesuvius has partnered with an

independent third-party service provider

– EcoVadis – to rate our raw materials

suppliers using a detailed set of criteria.

These cover four themes and 21 criteria

based on international standards: Labour

and Human Rights; Ethics; Environment;

and Sustainable Procurement.

During 2024 and 2025, 158 employees

from our procurement teams received

speciﬁc training on supplier on-site

sustainability and quality assessments.

The Group had a target to assess at least

60% of our raw material spend by 2025.

Participating suppliers were selected

based on a number of criteria including:

–

Category of raw material

–

Availability of alternative sources

–

Share of supplier revenue with Vesuvius

–

Grades in previous assessments

–

Whether the supplier was new

–

Supply chain incidents

Vesuvius plc

Annual Report and Financial Statements 2025

A responsible company

continued

Supplier Sustainability Assessment criteria

Environment

Energy consumption and GHGs

Water

Biodiversity

Local and accidental pollution

Materials, chemicals and waste

Product use

Product end-of-life

Customer health and safety

Environmental services

and advocacy

Labour and human rights

Employee health and safety

Working conditions

Social dialogue

Career management

and training

Child labour, forced labour

and human traﬃcking

Diversity, discrimination

and harassment

External stakeholder

human rights

Ethics

Corruption

Anti-competitive practices

Responsible information

management

Sustainable procurement

Supplier environmental

practices

Supplier social practices

21 criteria based on international standards

Since its launch, 283 suppliers have joined

the programme, representing 57% of the

total raw material spend. Fewer than 7%

of the suppliers assessed between 2021

and 2025 did not reach Vesuvius’ minimum

EcoVadis score. We are requiring these

suppliers to implement improvement

actions within a three-year time frame.

Progress will be monitored through routine

evaluations and an annual reassessment.

Across the crucial topics, the average total

score of Vesuvius’ suppliers in 2025 was

60.5, compared to an industry standard

of 49.

Supplier CSR and quality audits

Vesuvius conducts an annual Supplier

Audit programme focusing on Corporate

Social Responsibility (CSR) practices,

product quality and security of supply.

The programme is led by the Group’s

Purchasing and Quality teams. The goal

of the audits is to verify that our suppliers

abide by fundamental principles

regarding the environment and social

practices, and reduce the number

of quality issues that may aﬀect

our raw materials.

As part of this, we carry out on-site

inspections, share expectations with

our suppliers, identify risks and adapt

our internal controls accordingly. We

encourage our suppliers to improve their

own processes and help them prioritise

actions to achieve this. We include a

number of ‘red ﬂag’ items in our on-site

veriﬁcation questionnaire, especially

addressing human rights issues, such as

child or forced labour, for which immediate

escalation and investigation is required in

case any breach is detected. The scope of

the audit also covers working conditions.

In 2025, 96 audits were conducted (100%

on-site) (2024: 123). No cases of human

rights breaches were detected as part of

the supplier audit checks. 4% of audited

suppliers received grades below threshold

(2024: 14.6%). Whenever suppliers fail to

meet the required standards, either action

is taken to support them to improve or our

relationship with them is terminated.

Community engagement

We make a positive contribution to the

communities in which we operate by

supporting a wide variety of fundraising

and community-based programmes.

In 2025, our teams around the world

focused on practical actions that

strengthened local communities and

responded to real social needs. From

education and health to employee

well-being and regional initiatives,

each project helped create meaningful,

lasting value where it was needed most.

Expanding access to clean water and

safe sanitation for students

In Paderu, India, Vesuvius India installed

bio-toilets near classrooms and a reverse

osmosis water plant, improving conditions

for more than 1,500 girls. In Durgapur,

India, the team worked with the Steel

Authority of India Ltd to set up four

bio-toilets and a new drinking-water

system, giving over 1,100 students reliable

hygiene facilities and clean water.

Together, these projects strengthened

health, safety, and school attendance for

children in underprivileged communities.

Creating better learning conditions

for children

In Mexico, employees supported the NGO

Imperio de Amor, which cares for children

who cannot attend school by providing

meals and informal education. In two rural

schools near Pune, India, Foseco India built

new classrooms and a library for around

500 students, giving them a safer, more

comfortable place to learn.

Strengthening well-being through

movement, health awareness and

community connection

In Poland, teams joined the Poland

Business Run, raising funds for people

with disabilities whilst promoting active

lifestyles. In Mexico, families gathered for

the Vesuvius Family Run, choosing 1 km,

3 km or 5 km routes. In China, employees

took part in a 13 km night hike and run

around Jinji Lake.

How we manage risk

Strategic report

Governance

Financial statements

Risk, viability and going concern

The Group undertakes a continuous

process to review and understand existing

and emerging risks which might impact

the Group’s long-term performance.

Risk governance

The Board exercises oversight of the

Group’s principal risks and reviews the

way in which the Group manages those

risks. As part of this process the Board:

(i) understands which individuals within

the business are responsible for managing

each principal risk; and (ii) reviews and,

where appropriate, updates, the Group’s

appetite for each principal risk and

assesses the adequacy of the steps

taken to mitigate them.

The Board takes overall responsibility

for establishing and maintaining a system

of risk management and internal control

and for reviewing its eﬀectiveness.

The Group undertakes a continuous

process to identify and review risk and

this assessment undergoes a formal

review at half-year and at year-end.

The risks identiﬁed by the business are

compiled centrally to deliver a coordinated

picture of the Group’s key risks. These

risks are then reviewed by the Group

Executive Committee.

An integral part of the Group’s risk

management process is for each

Non-executive Director to contribute

their view on the principal risks facing the

Group, the risk appetite the Group should

have for each of these risks and what

emerging risks the Group might face in the

future. These contributions are overlaid

on the Group’s initial assessment of risks to

build a comprehensive analysis of existing

and emerging risks. In this way, the

Directors’ views on each of the principal

risks, and on emerging risks in general, are

independently gathered and integrated

into management discussions and any

actions required. The Non-executive

Directors also undertake regular site visits

– either individually or in small groups.

They believe this direct engagement with

employees is an eﬀective way to hear

about issues and concerns that exist in

the business and also any potential risks

that it faces. More details on the site visits

undertaken in 2025 can be found on

page 79.

The Group’s risk process covers both

ﬁnancial and non-ﬁnancial risks, and

considers the risks associated with the

impact of the Group’s activities on

employees, customers, suppliers, the

environment, local communities and

wider society.

Risk in 2025

We detail below changes during 2025

to the scale or nature of risks facing the

Group. As noted in previous years, certain

issues arose during the year that are

reﬂected in the Group’s principal risks. In

each case, the business impact was limited

by the mitigations already in place and by

the Group’s risk management processes.

We also detail the emerging risks facing

the Group to which we remain vigilant.

Risk: End-market risks

2025 saw continuing volatility in our

markets, with lower than anticipated

economic activity in certain key markets

such as Europe. Whilst this volatility is

lasting longer than we had anticipated,

our end-markets of Steel and Foundry

continue to be forecast to grow in the

medium and longer term.

During the year, the dynamic and

unpredictable system of tariﬀs and trade

protections introduced and subsequently

amended by the administration in the

United States, other jurisdictions and

regional regulators – including the ongoing

negotiation of Free Trade Agreements –

drove uncertainty in our end-markets.

There continues to be a signiﬁcant

degree of uncertainty as to the nature and

longevity of the existing US tariﬀs (and any

further trade restrictions that may replace

them). However, we also believe the new

EU steel tariﬀs scheduled for introduction

in July 2026 will be beneﬁcial to our

business in that region in the medium term.

The Group remains well placed to

manage short-term impacts with its

ﬂexible manufacturing footprint, and

geographically diversiﬁed revenue streams.

Risk: Business interruption

Cyber security continues to present

a signiﬁcant risk in relation to business

interruption and is an issue that grows

both in its scope and sophistication.

During 2025, we continued to invest in our

systems and processes, as well as further

investment in training and awareness of

cyber issues across the Group. As with

all businesses, we monitor trends and

developments in system security threats

that could have an aﬀect on our ability

to conduct our business.

Risk: Product Quality failure

The ﬁnancial impact on the Group from

any product quality issues, and the

signiﬁcant risks associated with a failure

of our products in use, is well understood,

and we have increased our communication

of this across the Group as an area of

particular focus and importance.

During the year, we introduced new

initiatives with the objective of minimising

this cost of non-quality. Enhanced internal

reporting requirements have also been

developed to increase visibility of any

product quality issues and to ensure that

root causes are identiﬁed and that any

required remediations are implemented

on a timely basis with lessons shared

across the Group to prevent a recurrence.

Risk: People, culture and performance

The environment to attract and retain

high-calibre people across all levels of

our business continues to be increasingly

competitive in many of our labour

markets. This is particularly relevant for

manufacturing roles, which are adversely

aﬀected by changing demographics and

shifting trends in the workforce. We also

continue to see a reduction in the

promotion of materials science teaching

within our developed markets, which may

further reduce the availability of suitably

qualiﬁed candidates going forward.

Vesuvius plc

Annual Report and Financial Statements 2025

Risk, viability and going concern

continued

Emerging risks

The emerging risk trends facing the

Group did not materially change in 2025.

Our markets continue to develop, and

future growth will not always come from

markets that have served us well in the

past. We continue to focus on this trend,

investing in markets with high future

growth and ensuring that our

manufacturing footprint remains

suﬃciently dynamic and responsive to

take advantage of all opportunities.

We continue to address the transition to

the increased use of non-ferrous metals,

particularly in the automotive industry.

Whilst the trends in ferrous casting are

positive, trends in non-ferrous metal

production and casting are also

favourable, and we are focused – in R&D

and, during 2025 also in our acquisition

strategy – on developing products that will

enable us to beneﬁt from this growth.

The operational focus for businesses to

deliver in the areas of Environmental and

Social impact and Governance (ESG)

continues. As set out below, whist we no

longer identify ESG as a principal risk,

we have long been focused on driving

eﬃciency in our customers’ processes,

with our products driving environmental/

climate beneﬁts in terms of reducing

energy use and supporting production

eﬃciency at our customers. The reporting

obligations in this area remain in ﬂux, with

some rationalisation of requirements seen

in 2026. However, more broadly we

consider that overall the reporting in this

area will increase in cost and complexity

in the coming years.

Further information on the Group’s

ESG commitments can be found in

the Non-Financial and Sustainability

Information Statement on pages 35 to 60.

The extent and the pace at which artiﬁcial

intelligence is becoming more widely

used has also been an area of focus during

2025 and will continue to be so going

forward. We continue to develop our

understanding of where AI can improve

our business and allow us to oﬀer new

products and solutions to our customers

and increase our business eﬃciency.

We are also mindful of ensuring that

any risks posed to our business by the

development and implementation of

these tools, both inside and outside our

business, are understood, controlled

and mitigated wherever possible.

All of these issues could represent

disruptors to our business. We remain

focused on each of them through our risk

identiﬁcation and management processes

as well as on the management of any other

new risks that emerge during 2026.

Principal risks

During 2025, in anticipation of the updates

made to the UK Corporate Governance

Code on ongoing eﬀectiveness of risk

management and internal control systems

coming into force, senior management

reviewed the principal risks facing the

Group, disaggregated these into sub-risks,

and commenced a review of how these

are controlled, managed and mitigated.

This process is ongoing but as a result of

the review, two changes have been made

to the Group’s Principal risks.

Firstly, as the previously identiﬁed principal

risk of Protectionism and globalisation will

manifest within the ongoing principal risk

of End-market risks, we have removed it as

a separate principal risk and incorporated

the relevant elements into the End-market

risk. Secondly, as the material elements of

the formerly identiﬁed principal risk of

Environmental, Social and Governance

were focused on ensuring that the Group’s

products remain relevant to customers in

meeting their own ESG requirements,

we believe that this risk will manifest within

the existing principal risk of Failure to

secure innovation. As a consequence,

we have ceased to identify Environmental,

Social and Governance as a separate

principal risk.

The updated set of principal risks and

uncertainties are set out on pages 66 and

67 and are those the Board considers to be

most relevant in terms of their potential

impact on the Group achieving its strategic

objectives. Each principal risk could

materially aﬀect the Group, its businesses,

future operations and ﬁnancial condition,

and could cause actual results to diﬀer

materially from expected or historical

results. These Principal risks are not the

only ones that the Group faces or will face.

Some risks are not yet known and some

currently not deemed to be material could

become so.

Cyber security

The processes and controls to manage the

constantly evolving cyber security threat

are a signiﬁcant area of focus for the

Group. Members of the GEC, Group IT

and senior management meet regularly

to manage operational cyber risks.

The Board oversees the Group’s control

systems for managing cyber risk and

together with the Audit Committee

receives regular updates on the Group’s

activities in this respect.

Cyber risks are integrated within the

Group’s risk management processes and

form part of its Business Continuity Plan

(BCP). The Group also maintains a Disaster

Recovery Plan to address any network,

data centre or IT infrastructure issue. The

Group’s Incident Handling and Response

Policy ensures we maintain appropriate

visibility of all network infrastructure.

The Group takes a holistic approach to

addressing cyber challenges, focusing on

improving our IT infrastructure, including

our operational technology environments,

as well as our IT procedures, data

governance and employee behaviours.

We run regular training programmes on

cyber security and conduct regular cyber

security risk assessments, including

scenario analysis to mitigate the business

impact of any downtime, and increase

awareness of social engineering fraud

and system access through poor security

behaviour. We also perform in-house

and externally conducted vulnerability/

penetrative testing, comparing the results

with industry benchmarks to improve our

processes and undertake an ongoing

external assessment of our cyber security

resilience and maturity.

Climate change

The Group’s risk management processes

consider the potential impact of

climate-related risks. The Group does

not regard climate change itself to

represent a material stand-alone risk

to the Group’s operations.

Whilst a signiﬁcant proportion of the

Group’s revenue is generated from steel

manufacture and automotive castings,

industries that are under transition

as a result of the focus on improving

environmental performance, we believe

these changes will, overall, be positive for

the Group. The Group’s business strategy is

based on helping our customers improve

their manufacturing eﬃciency and the

quality of their products, thereby reducing

Strategic report

Governance

Financial statements

their climate impact. We also envisage

beneﬁts for the Group from the

acceleration of the energy transition,

as this will create continued demand for

the high-quality steel produced when

using Vesuvius’ products and solutions.

We recognise that climate change could

present uncertainty for the Group in terms

of increased regulation and the evolution

of the geographical distribution of our

customer base. Further information

about the Group’s consideration of

climate-related risks and opportunities

can be found in the Tackling climate

change section of the Non-Financial

and Sustainability Information Statement

on pages 39 to 56.

Risk mitigation

Each principal risk is owned by speciﬁc

members of senior management who

actively manage the risk as well as

contributing to the analysis of its likelihood

and impact, and continually monitoring

the process for mitigation. This analysis is

reported to the Board. Risks are analysed

in the context of our business structure

which protects against certain of our

principal risks with diverse currencies,

a widespread customer base and local

production matching the diversity of our

markets. Additionally, we mitigate risk

through employee training and our

contractual terms. Our processes are not

designed to eliminate risk, but to identify

our principal risks and to mitigate them

to a reasonable level in the context of

delivering the Group’s strategy.

Business continuity and insurance

In partnership with risk management

advisers and our insurers, we seek to

identify the most eﬀective means of

reducing or eliminating insurable risks,

through risk management and the

placing of insurance cover.

Our insurer property loss control

programme is based upon insurer loss

modelling and focuses on insured losses.

The insurer’s loss control engineers

undertake a series of on-site inspections

focused on machinery breakdown, ﬁre,

natural catastrophe and other property

damage and business interruption

risks. These surveys yield a series of

loss-reduction recommendations. The

execution of these recommendations is

agreed with site management and

followed through to completion.

In parallel, Vesuvius’ own loss

management programme focuses

on strategic sites and sites that are

not routinely covered by the insurer

programme. Assisted by an independent

consultant, we undertake property loss

control and business continuity surveys

using Vesuvius’ bespoke risk and exposure-

based protocol. These reports yield further

risk reduction recommendations, and

improvement actions are agreed and

completed by site management.

To support the Group’s loss control

activities, risk management workshops

are conducted covering loss prevention,

emergency planning, crisis management

and business recovery. Business continuity

planning is also conducted to ensure there

is suﬃcient resilience in the Group’s

manufacturing network to address

individual supply interruptions.

Internal control

The Group’s internal control system is

designed to manage, rather than

eliminate, the risks facing the Group and

safeguard its assets. No system of internal

control can provide absolute assurance

against material misstatement or loss. The

Group’s system is designed to provide the

Directors with reasonable assurance that

problems are identiﬁed on a timely basis

and are dealt with appropriately.

During 2025, considerable work was

undertaken in preparation for Provision 29

of the UK Corporate Governance Code,

which will apply in 2026. This included

deﬁning what is a material control,

identifying an initial set of material

ﬁnancial, operational, reporting and

compliance controls, progressing the

assurance strategy, and ongoing

activities to strengthen the internal

control framework. Further work to fully

document controls, strengthen evidence

of operation, ﬁnalise the assurance

strategy and test operating eﬀectiveness

is planned during 2026.

The Audit Committee assists the Board in

reviewing the eﬀectiveness of the Group’s

system of internal control, including

ﬁnancial, operational and compliance

controls, and risk management systems.

The key features of the Group’s system of

internal control are set out in the table on

the next page.

Reviewing the eﬀectiveness of risk

management and internal control

The internal control system covers the

Group as a whole and is monitored and

supported by the Group’s Internal Audit

function, which conducts reviews of

Vesuvius’ businesses and reports

objectively both on the adequacy and

eﬀectiveness of the system of internal

control and on those businesses’

compliance with Group policies and

procedures. The Audit Committee receives

reports from the Group Head of Internal

Audit and reports to the Board on the

results of its review.

The Group also conducts a self-certiﬁcation

exercise by which senior ﬁnancial,

operational and functional management

certify the compliance, throughout the

year, of the areas under their responsibility

with the Group’s policies and procedures

and highlight any material issues that

have occurred during the year.

As part of the Board’s process for

reviewing the eﬀectiveness of the system

of internal control, it delegates certain

matters to the Audit Committee. Following

the Audit Committee’s review of internal

ﬁnancial controls and of the processes

covering other controls, the Board

annually evaluates the results of the

internal control and risk management

procedures conducted by senior

management. Since the date of this

evaluation, there have been no signiﬁcant

changes in internal controls or other

matters identiﬁed which could signiﬁcantly

aﬀect them.

In accordance with the provisions of the

UK Corporate Governance Code, the

Directors conﬁrm that they have carried

out a robust assessment of the principal

and emerging risks facing the Company,

including those that threaten its business

model, future performance, solvency or

liquidity. They have also reviewed the

eﬀectiveness of the Group’s system of

internal control and conﬁrm that any

control weaknesses identiﬁed during the

year and to the date of this report are

being remediated.

Further detail regarding the Audit

Committee’s review of the eﬀectiveness of

the Group’s risk management and internal

control systems is contained in the Audit

Committee report on pages 87 to 91.

Strategy and

ﬁnancial reporting

Vesuvius GAAP

Operational controls

Risk assessment

and management

Internal Audit

Vesuvius plc

Annual Report and Financial Statements 2025

Key features of risk management and internal control

Comprehensive strategic planning and forecasting process

Annual budget approved by the Board

Monthly operating ﬁnancial information reported against budget

Key trends and variances analysed and action taken as appropriate

Accounting policies and procedures formulated and disseminated to all

Group operations

Covers the application of accounting standards, the maintenance of accounting

records and key ﬁnancial control procedures

Operating companies and corporate oﬃces maintain internal controls and

procedures appropriate to their structure and business environment

Compliance with Group policies on items such as authorisation of capital

expenditure, treasury transactions, the management of intellectual property and

legal/regulatory issues

Use of common accounting policies and procedures, and ﬁnancial reporting software

used in ﬁnancial reporting and consolidation

Signiﬁcant ﬁnancing and investment decisions reserved to the Board

Monitoring by the Board of policy and control mechanisms for managing treasury risk

Clearly delegated ﬁnancial authority thresholds for capital expenditure, purchasing,

customer contracts and hiring

Health and safety audits

Board review of product quality metrics

Continuous process for identifying, evaluating and managing any signiﬁcant risks

Risk management process designed to identify the key risks facing each business

Reports made to the Board on how those risks are managed

Top-down risk identiﬁcation undertaken at Group Executive Committee and Board meetings

Board review of insurance placement and other measures used in managing risks

across the Group

The Board is notiﬁed of major issues and makes an annual assessment of whether

risks have changed

Ongoing assurance processes by the legal function and Internal Audit including

the annual self-certiﬁcation process

Externally supported Speak Up whistleblowing helpline

Reviews Vesuvius’ businesses and reports on the adequacy and eﬀectiveness of their

systems of internal control and compliance with Group policies and procedures

Agrees action plans for the resolution of any improvement actions identiﬁed by

their audits, and monitors, with local management and the Business Unit Presidents,

progress through until completion

Reports to the Audit Committee on the results of each audit and provides regular

updates on high-priority action items

The Audit Committee discusses the key risks identiﬁed by Internal Audit

The Group Head of Internal Audit conducts private meetings with the Audit Committee

without management being present

Risk, viability and going concern

continued

Strategic report

Governance

Financial statements

Viability Statement

In accordance with the UK Corporate

Governance Code, the Directors have

assessed the viability of the Group over

a three-year period to 31 December 2028,

taking into account the Group’s current

position and the potential impact of the

principal risks and uncertainties. The

Directors have determined that three

years is an appropriate period over which

to provide the Viability Statement because

this is the Company’s planning cycle and

it is suﬃciently funded by ﬁnancing

facilities with average maturity terms of

approximately four years. The projected

cash ﬂows for the next three years have

been based on the latest Board-approved

budget and strategic plan.

In making this statement, the Directors

have carried out a robust assessment of

the principal risks that may threaten the

business model, future performance,

solvency and liquidity of the Group.

This is embodied in the annual review of a

three-year business plan which includes

a review of sensitivity to ‘business as usual’

risks, such as proﬁt growth and working

capital variances, severe but plausible

events and the impact these could have on

the Group’s debt covenants and available

liquidity. The results take account of the

availability and likely eﬀectiveness of the

mitigating actions that could be taken to

avoid or reduce the impact or occurrence

of the underlying risks. Whilst the review

has considered all the principal risks

identiﬁed by the Group, the following were

selected for enhanced stress testing: an

unexpected global supply chain disruption

leading to increased lead times and

business interruption due to the unplanned

closure of a key production facility.

The Group’s prudent balance sheet

management, ﬂexible cost base able to

react quickly to end-market conditions,

access to long-term capital at reasonable

cost and geographically diversiﬁed

international businesses leave it well

placed to manage these principal risks.

In performing the stress testing, certain

assumptions were made, including that

supply chain disruption would lead to a

need for increased inventory levels over

multiple years; and the loss of a production

facility would, after the recovery of

production capacity, result in certain

sustained customer losses. Any loan facility

requiring re-ﬁnancing was considered to

be renewed ahead of its maturity date.

Under the enhanced stress testing, a

potential breach of a covenant would

only occur in the event of an unforeseen

reduction in revenue of greater than 17%,

without consideration of any remedial

factors such as capital expenditure

reduction. Accordingly, the Directors

conﬁrm that they have a reasonable

expectation that the Group will be able

to continue in operation and meet its

liabilities as they fall due over the

three-year period to 31 December 2028.

Furthermore, the Board believes that the

Group continues to be well positioned

for success in the longer term because

of our exposure to long-term growing

end-markets; our market-leading position

that is supported by ongoing investment

in innovation and R&D; our strong degree

of customer intimacy with around a third

of our employees working at customer

facilities; and the focus we have on

building quality teams with clear

organisational responsibility.

Going concern statement

The Group’s available liquidity stood at

£386.1m at 31 December 2025, down

from £389.0m at 31 December 2024.

The Directors have prepared cash ﬂow

forecasts for the Group for the period

to 30 June 2027. These forecasts reﬂect

an assessment of current and future

end-market conditions, and their impact

on the Group’s future trading performance.

The Directors have also considered a

severe but plausible downside scenario,

based on a combination of lower business

activity and lower proﬁtability over the

going concern period. This downside

scenario assumes:

–

a decline in business activity level in

2026 and 2027 by 5% compared to

2025 performance

–

a decline in proﬁtability (Return on

Sales) of 1.5% compared to 2025

performance

–

working capital intensity increases by

1.5% vs 2025.

On a full-year basis relative to 2025, this

implies a c.22% decline in Trading Proﬁt.

The Group has two covenants; net debt/

EBITDA (under 3.25x) and an interest

cover requirement of at least 4.0x. In this

downside scenario, the forecasts show

that the Group’s maximum net debt/

EBITDA (pre-IFRS 16 in-line with the

covenant calculation) does not exceed

2.6x, compared to a leverage covenant

of 3.25x, and the minimum interest cover

reached is 12x compared to a covenant

minimum of 4x.

The forecasts, including the severe but

plausible downside scenario, show that the

Group will be able to operate within its

current committed debt facilities and

continue to comply with its debt covenants.

On the basis of the exercise described

above and the Group’s available

committed debt facilities, the Directors

consider that the Group and the Company

have adequate resources to continue in

operational existence for the period at

least to 30 June 2027. Accordingly, they

continue to adopt the going concern basis

in preparing the ﬁnancial statements.

Identify

Viability time horizon and

risk analysis framework

Assess

Principal risks and

stress scenarios

Model

Viability against risk

scenarios, examining

probabilities and impacts

Report

See Viability Statement

Viability process

End-market risks

Vesuvius suﬀers an unplanned drop in

demand, revenue and/or margin because

of market volatility including from the

impact of protectionism and globalisation.

Product quality failure

Vesuvius staﬀ/contractors are injured at

work or customers, staﬀ or third parties

suﬀer physical injury or ﬁnancial loss

because of failures in Vesuvius products.

Complex and changing

regulatory environment

Vesuvius experiences a contracting

customer base or increased transaction

and administrative costs due to compliance

with changing regulatory requirements.

Failure to secure innovation

Vesuvius fails to achieve continuous

improvement in its products, systems and

services including a failure to meet

customer demands arising from their

evolving ESG-related requirements.

Unplanned drop in demand

and/or revenue due to reduced

production by our customers

Margin reduction, including

through increased costs

Customer failure leading to

increased bad debts

Loss of market share to competition

Cost pressures at customers

leading to use of cheaper solutions

Restricted access to markets,

increased barriers to entry

Injury to staﬀ and contractors

Product or application failures lead

to adverse ﬁnancial impact or loss

of reputation as technology leader

Incident at customer plant causes

manufacturing downtime or

damage to infrastructure

Customer claims from product

quality issues

Revenue reduction from reduced

end-market access

Disruption of supply chain and

route to market

Increased internal

control processes

Increased frequency of

regulatory investigations

Reputational damage

Trade restrictions

Product substitution by customers

Increased competitive pressure

through lack of diﬀerentiation of

Vesuvius’ oﬀering

Commoditisation of product

portfolio through lack

of development

Lack of response to changing

customer needs

Loss of intellectual

property protection

Geographic diversiﬁcation of revenues

Product innovation and service oﬀerings securing long-term

revenue streams and maintaining performance diﬀerential

Increase in service and product lines by the development of

measurement and mechatronic capabilities

R&D includes assessment of emerging technologies

Manufacturing capacity rationalisation and ﬂexible cost base

Diversiﬁed customer base: no customer is greater than 10%

of revenue

Robust credit and working capital control to mitigate the risk

of default by counterparties

Geographically diversiﬁed manufacturing footprint

Quality management programmes including stringent

quality control standards, monitoring and reporting

Experienced technical staﬀ knowledgeable in the application

of our products and technology

Targeted global insurance programme

Experienced internal legal function overseeing

third-party contracting

Compliance programmes and training across the Group

Independent Internal Audit function

Experienced internal legal function including dedicated

compliance specialists

Global procurement category management of strategic

raw materials

Enduring and signiﬁcant investment in R&D, with market-

leading research, and focus on assisting customers to

reduce carbon emissions

A shared strategy for innovation throughout the Group,

deployed via our R&D centres

Stage-gate process from innovation to commercialisation

to foster innovation and increase alignment with strategy

Programme of manufacturing and process excellence

Quality programme, focused on quality and consistency

Stringent intellectual property registration and defence

Potential impact

Risk

Mitigation

See more about

Our business model

pages 14 and 15

Strategic Value alignment

Vesuvius plc

Annual Report and Financial Statements 2025

Principal risks and uncertainties

Return on Sales

Free Cash Flow

Cost Savings

Sustainability

Business interruption

Vesuvius loses production capacity or

experiences supply chain disruption due

to physical site damage (accident, ﬁre,

natural disaster, terrorism), or other events

such as industrial action, cyber attack or

global health crises.

People, culture

and performance

Vesuvius is unable to attract and retain

the right calibre of staﬀ, fails to instil an

appropriate culture or fails to embed

the right systems to drive personal

performance in pursuit of the Group’s

long-term growth.

Health and safety

Vesuvius staﬀ or contractors are injured

at work or suﬀer mental health issues

because of failures in Vesuvius’ operations,

equipment, policies or processes.

Loss/closure of a major plant

temporarily or permanently

impairing our ability to serve

our customers

Damage to or restriction in

our ability to use assets

Denial of access to critical

systems or control processes

Disruption of manufacturing

processes

Inability to source critical

raw materials

Loss of data, leading to

conﬁdentiality, regulatory

and reputational issues

Organisational culture of high

performance is not achieved

Staﬀ turnover in growing

economies and regions

Stagnation of ideas and

development opportunities

Loss of expertise and critical

business knowledge

Reduced management pipeline

for succession to senior positions

Injury to staﬀ and contractors

Health and safety breaches

Lack of staﬀ availability and

operational downtime

Inability to attract and retain

the necessary workforce

Reputational damage

Diversiﬁed manufacturing footprint

Disaster recovery planning

Business continuity planning with strategic maintenance of

excess capacity

Physical and IT access controls, security systems and training

Cyber risks integrated into wider risk management structure

Well-established global insurance programme

Group-wide safety management programmes

Dual sourcing strategy and development of substitutes

Internal focus on talent development and training, with

tailored career-stage programmes and clear performance

management strategies

Contacts with universities to identify and develop talent

Career path planning and global opportunities for

high-potential staﬀ

Internal programmes for the structured transfer of technical

and other knowledge

Clearly deﬁned Values underpin business culture

Group focus on enhancing gender diversity

Active safety programmes, with ongoing wide-ranging

monitoring and safety training

Independent safety audit team

Quality management programmes including stringent

manufacturing process control standards, monitoring

and reporting

Potential impact

Risk

Mitigation

Strategic report

Governance

Financial statements

Eﬀective engagement with stakeholders

is critical to the success of the Group.

Vesuvius recognises that eﬀective

engagement with stakeholders is vital

to the Group’s success. Understanding the

needs and priorities of key stakeholders,

and building strong and positive

relationships with them, lies at the heart

of Vesuvius’ business.

The likely consequences of any decision

in the long term

Section 172 of the Companies Act 2006

codiﬁes this engagement, requiring the

Board to promote the success of the

Company over the long term for the

beneﬁt of members as a whole,

whilst having regard to other key

stakeholders’ interests.

In performing its duties, the Board

focuses on the sustainable success of

the Group and the existence of a culture

that supports this success. The Board

recognises that, in seeking to maintain

long-term proﬁtability, the Group is reliant

on the support of all of its stakeholders,

including the Group’s workforce, its

customers, suppliers and the communities

in which its businesses operate. The key

interests and factors aﬀecting these

groups are woven into the papers and

presentations the Board receives from

management on an ongoing basis.

Section 172

requirement

Find out more

Page

Consequences

of any

decision in

the long term

At a glance

Our purpose

Our business model

Why invest in Vesuvius?

4 to 7

14 and 15

18 to 27

Interests of

employees

Our purpose

Our stakeholders

Our people

Remuneration Policy

24 to 27

103

Fostering

business

relationships

with suppliers,

customers

and others

Our purpose

Our business model

Why invest in Vesuvius?

A responsible company

Our stakeholders

14 and 15

18 to 27

57 to 60

69 to 72

Section 172

requirement

Find out more

Page

Impact of

operations

on the

community

and the

environment

Our sustainability strategy

and objectives

Progress on our

sustainability targets

Tackling climate change

A responsible company

Our stakeholders

36 and 37

39 to 56

57 to 60

Maintaining

high standards

of business

conduct

A responsible company

Our stakeholders

Corporate Governance Statement

Directors’ Report

57 to 60

69 to 72

78 to 81

128 and 129

Acting fairly

between

members

Our purpose

Our stakeholders

Corporate Governance Statement

69 to 72

78 to 81

When taking key decisions the Board balances the competing interests of diﬀerent

stakeholders with an overriding focus on ensuring the long-term success of the Group.

The Board reviews relevant proposals from the management team, considering how

they ﬁt with the business strategy and budget, and supports the ﬁnancial development

of the Group. The Board is apprised of success and risk factors for key initiatives, any

alternatives (if appropriate), the rationale for the proposed choice and any relevant

stakeholder impacts. Papers relevant to the matter are tabled at the Board by the

Chief Executive.

The Board conﬁrms that it has acted in accordance with the Section 172 requirements

throughout the year.

Examples of how the Board considered stakeholders’ interests in some of the key

decisions it took during 2025 are given below.

Acquisition of the Molten Metal Systems business (MMS)

During the year the Board approved the acquisition of the MMS business from

Morgan Advanced Materials Plc. MMS has a signiﬁcant presence in India and

supplies high-tech crucibles globally, with c. 50% of revenue derived from aluminium

producers and the majority of the remainder from copper alloy and precious metals

processing. The acquisition increases Vesuvius’ manufacturing footprint and sales

exposure in India, and broadens Vesuvius’ customer oﬀering to the non-ferrous

market segment more globally. In approving the transaction, the Board considered

the impact on the staﬀ in the Group’s existing businesses, and the greater

opportunities that the acquisition could bring for them, as well as the beneﬁts to

the Group of a broader product and service oﬀering and larger operating footprint,

the beneﬁts to our customers from a wider product portfolio and the potential to

strengthen relationships with suppliers with new and wider sourcing opportunities.

Cost-saving programme

During the year, the Board received extensive reports on Vesuvius’ continuing

cost-saving programme, which was undertaken to drive operational eﬃciency

and reduce cost across the Group. The Board considered the beneﬁts to the Group

of long-term cost reductions against the short-term cash cost of restructuring,

as well as the impact on our employees where the initiatives involved the transfer

of manufacturing production and the introduction of automation.

Our stakeholders

Vesuvius plc

Annual Report and Financial Statements 2025

Section 172(1) Statement

Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions.

The Board maintains oversight of this engagement through its brieﬁngs on the dynamics of key relationships and stakeholder groups,

and also engages directly as appropriate.

The Group’s key stakeholder groups, reﬂecting those who have the biggest impact on the business, and our modes of engagement are

outlined in the tables below.

Why we engage

With our decentralised management

model, the dedication and professionalism

of our people, their capacity to own

their roles and their drive for results

are the most signiﬁcant contributors

to Vesuvius’ success.

We engage with our people, encouraging

and rewarding high performance to create

an environment where all can realise their

individual potential.

Issues that matter to them

–

Health and safety

–

Development and retention

–

Career opportunities

–

Remuneration and recognition

–

Diversity and inclusion

–

Management support

–

International mobility

–

Sustainability performance

Fundamental focus on health and safety and

the care of all employees, with regular safety

brieﬁngs, safety training, the thorough

investigation of all safety incidents, daily

focus on safety improvements and awards

recognising excellent performance

Continuing dialogue between employees and

their managers, including the conduct of regular

performance reviews

We operate a competitive remuneration

and beneﬁts strategy, emphasising

talent development with tailored

career-stage programmes

Living the Values and other award schemes

celebrate individual achievements in the

demonstration of our Values and processes

We operate global communication mechanisms

including an intranet and global email

communications, alongside forums such

as local ‘town hall’ meetings

The Group recognises trade unions and operates

local works councils, alongside its European

Works Council

Wide-ranging internal training is oﬀered on

key job-related issues, with programmes such

as the Vesuvius University – HeaTt

At every Board meeting the Board received a

report from the Chief Executive on the Group’s

performance against health and safety KPIs

and reviewed, in detail, the circumstances of any

Lost Time Injuries that had been reported

The Board reviewed the Group’s People Strategy

with the CHRO, to ensure the Group’s talent,

culture and HR capabilities were aligned with the

Group’s strategic priorities, discussing the HR

challenges that face the Group. The Board also

reviewed the speciﬁc HR objectives for each

Business Unit

The Remuneration Committee was informed of

global salary budgets and oversaw the Group’s

share compensation programmes

The Nomination Committee reviewed succession

processes for the Group’s Executive Directors,

changes in senior management, rates of annual

attrition and regretted losses in the middle and

senior management groups, and monitored

the Group’s progress on diversity objectives

Carla Bailo served as the designated

Non-executive Director responsible for

workforce engagement, and the Board’s

engagement activities included a programme

of nine site visits to meet Vesuvius employees

‘on the ground’ and to hear ﬁrsthand about

their experiences

The Board reviewed the results of the I-Engage

survey and the follow-up actions proposed

The Board reviewed the nature and volume

of reports received by the conﬁdential

Speak Up helpline

Outcomes

–

Safe, motivated workforce

–

New People Strategy with speciﬁc Action Plans agreed

–

19% employee turnover in 2025

–

92% response rate to I-Engage survey

–

Greater understanding of views of the workforce

Our people

How the business engages

How the Board engaged in 2025

Strategic report

Governance

Financial statements

Why we engage

Engaging with, and listening to, our

customers helps us to understand their

needs and identify opportunities and

challenges. Customer intimacy lies

at the heart of our business model and

collaborating with them enables us

to deliver value using our expertise to

improve the safety and eﬃciency of

their manufacturing processes, enhancing

their end-product quality and reducing

their costs.

Issues that matter to them

–

Health and safety

–

Product quality and performance

–

Value generation

–

Innovation and provision of solutions

–

Production eﬃciency

–

Environmental performance

Our business model focuses on collaboration

with customers to provide customised solutions.

We employ highly skilled technical experts who

understand our customers’ needs, and can

identify opportunities and solutions for them

We work with customers to improve the safety,

energy eﬃciency, yield and reliability of their

processes, and the quality of their products

We engage with customers on safety leadership

and support their training requirements

We maintain senior-level dialogue with all key

customers, and establish customer relationships

on a global basis as required, complemented

by a broad local servicing capability

We provide technical customer training and

participate in industry forums and events

The Chief Executive maintained a regular

dialogue with a range of the Group’s key

customers, holding face-to-face meetings

with 11 of them

The Board visited a key customer in India,

as part of its oﬀ-site Board meeting

At each meeting the Board received brieﬁngs

on the Group’s end-markets, and the dynamics

of the Group’s relationships with its customers.

The Board also discussed broader global and

macro trends aﬀecting its customers and the

actions being taken by the Group to beneﬁt

from and mitigate the impact of these

At every Board meeting, the Board reviewed

information on the Group’s performance against

key manufacturing quality targets and was

provided with updates on actions undertaken

to rectify any signiﬁcant quality issues or

customer complaints

In September, the Board reviewed the progress

of Flow Control’s North Star initiative to exceed

customers’ quality ambitions and discussed the

roadmap for further improvements

The Board received updates on the steps being

taken by the Group to respond to customers’

development needs, and the research and

development, marketing and new product

launch strategies being actioned to respond

to these

Outcomes

–

Clear understanding of customers’ challenges and requirements

–

Collaborative customer relationships

–

More detailed understanding of quality issues and outcomes

–

Investment in enhancement of existing products and development of new innovative

products to support customers’ needs

–

Customer considerations are a key input into strategic planning

–

Engagement on sustainability matters

Customers

How the business engages

How the Board engaged in 2025

Our stakeholders

continued

Vesuvius plc

Annual Report and Financial Statements 2025

Section 172(1) Statement

continued

Why we engage

Maintaining a ﬂexible workforce through

the use of contractors and cost-eﬀective

access to high-quality raw materials is

vital to our success. Our suppliers and

contractors are critical to our business.

Issues that matter to them

–

Operational performance

–

Responsible procurement

–

Trust and ethics

–

Payment practices

Why we engage

The support of our equity and debt

investors, and continued access to funding,

is vital to the performance of our business.

We work to ensure that our investors and

lenders have a clear understanding of our

strategy, performance and objectives,

recognising that supportive investors are

more likely to provide the Company with

funds for expansion. We engage with

lenders to ensure that we have clear

knowledge and awareness of market

sensitivities and trends, and comply

with our contractual obligations.

Issues that matter to them

–

Shareholder value

–

Financial and operational performance

–

Strategy and business development

–

Dividend and gearing policy

–

Sustainability strategy and

performance

–

Governance

–

Transparency and ethical behaviour

We employ a signiﬁcant number of directly

supervised contractors to work at our

customer locations

We conduct regular visits to key suppliers

Senior-level relationships are built with all

large suppliers

All suppliers/brokers for major raw materials

have regular interaction with the Global

Purchasing Team

Dedicated category directors build long-term

relationships and product expertise for key

raw materials

Our purchasing and supplier-facing staﬀ

receive training on modern slavery to assist

them in identifying any issues

Vesuvius operates a Sustainable Procurement

Policy which sets out the standards that suppliers

must adopt in order to supply the Group

We conduct a rigorous and consistent supplier

accreditation procedure to ensure compliance

with these standards

The Board received regular brieﬁngs on supply

and purchasing dynamics, and pricing issues

for raw materials

The Board received reports on the Group’s

sustainability progress including supplier

accreditor programmes

The Board monitored the Group’s compliance

activities and approved the Group’s annual

Modern Slavery Statement

Our Head of Investor Relations, Chief Financial

Oﬃcer and Chief Executive hold regular

meetings with key and prospective investors

The Group Treasurer and CFO hold regular

meetings with key personnel from banks

and other lenders who provide the Group’s

debt funding

The Group Treasury function maintains an

ongoing dialogue with key relationship banks

and other local banks in the countries in which

Vesuvius operates

The Group’s Annual Report provides an

overview of the Group’s activities. Regular

announcements and press releases are

published to provide updates on the

Group’s performance and progress

There is ongoing dialogue with the Company’s

analysts to address enquiries and promote

the business

The Chief Executive and Chief Financial Oﬃcer

held meetings with key and prospective investors

The Board discussed with its advisers,

shareholders’ perspectives on the Group’s

strategy and received presentations on

market dynamics and value drivers

The Board received copies of key analysts’

notes issued on the Company

The Chairman met with shareholders and

discussed the Group’s strategy

Ahead of the 2025 AGM, the Chairman

contacted the Group’s largest shareholders

and governance agencies, to invite them to

discuss any matters they wished to raise

The Directors attended the AGM to meet

with shareholders

Outcomes

–

The services of more than 3,750 directly supervised contractors were utilised in 2025

–

283 suppliers have been rated under our Supplier Sustainability Assessment programme

–

369 active vendors have acknowledged our Sustainable Procurement Policy

–

We have a good understanding of the capability and capacity of key suppliers

–

Suppliers have a clear understanding of Vesuvius’ expectations as an ethical business

–

Broader supply chain

–

Engagement on sustainability matters

Outcomes

–

Development of the Group’s strategy

–

Achieving a long-term shareholder base

–

£34.5m returned through our share buyback programme in 2025

–

£57.9m paid in dividends in 2025

Suppliers and contractors

Investors

How the business engages

How the Board engaged in 2025

Strategic report

Governance

Financial statements

Why we engage

We work to maintain positive relationships

with the communities in which we operate.

Our social responsibility activities

complement our Values and we encourage

our employees to engage with communities

and groups local to our operations.

Issues that matter to them

–

Career opportunities

–

Operational performance

–

Transparency and ethical behaviour

–

Environmental performance

Why we engage

Good environmental management is

aligned with our focus on cost optimisation,

operational excellence and long-term

business sustainability. We engage

with appropriate organisations to

ensure that we are complying with

regulatory requirements, and to

publicise our performance.

Issues that matter to them

–

Governance and transparency

–

Operational performance

–

Reporting on performance metrics

–

Environmental performance

We provide work experience and internships to

local university students and school children

We maintain contact with universities to identify

local talent and our businesses attend careers

fairs and provide student work placements

and internships

Many of our sites sponsor local charitable

activities and participate in local

volunteering initiatives

We maintain clear oversight and control of the

environmental impact of our production sites

We have a clear strategy for carbon reduction

in our manufacturing processes

The Board received detailed updates on the

Group’s sustainability activities

The Board was updated on the CSR activities

of our listed Indian subsidiaries during its

Board visit to India

Vesuvius is a signatory to the

UN Global Compact

We publish a full Sustainability Report online

which can be accessed via Vesuvius’ website

We regularly engage with government agencies

who visit our sites and carry out inspections

We respond to environmental research

as part of our customers’ and suppliers’

due diligence processes

We engage with rating agencies and respond

to environmental and social responsibility

research and questionnaires

The Board monitored progress on the Group’s

sustainability KPIs and reviewed longer-term

plans on sustainability initiatives, including

the journey to net zero

The Board received detailed presentations from

the VP Sustainability on the Group’s progress

against its sustainability targets and updates on

its ESG ratings

The Board and Audit Committee monitored the

Group’s progress with its TCFD compliance

Outcomes

–

Development of future talent

–

Positive contribution by Vesuvius’ plants and operations to local communities and charities

–

Improved environmental sustainability of the Group’s operations

Outcomes

–

Positive ratings by a range of ESG organisations

–

Sustainable business operations

–

Supportive relationships with local government agencies

Communities

Environmental agencies and organisations

How the business engages

How the Board engaged in 2025

The Strategic Report set out on pages 3 to 72 contains a fair review of our businesses, strategy and business model, and the

associated principal risks and uncertainties. We also deliver a review of our 2025 performance and set out an overview of our

markets and our stakeholders.

Details of our principles, and our people and community engagement, together with our focus on safety, are also contained in the

Strategic Report.

Approved by the Board on 11 March 2026 and signed on its behalf by

Patrick André

Chief Executive

Our stakeholders

continued

Vesuvius plc

Annual Report and Financial Statements 2025

Section 172(1) Statement

continued

Board of Directors

Group Executive Committee

Chairman’s governance letter

Corporate Governance Statement

– Board Report

– Audit Committee

– Nomination Committee

– Directors’ Remuneration Report

– Remuneration overview

103

– 2026 Remuneration Policy

111

– Annual Report on

Directors’ Remuneration

125

Directors’ Report

130

Statement of Directors’

Responsibilities

131

Independent Auditors’ Report

Strategic report

Governance

Financial statements

Governance

Appointed to the Board 1 November 2022,

and as Chairman on 1 December 2022

Three years on the Board

–

Extensive board experience as Chairman and

Chief Executive within international listed

companies

–

Proven strategic and operational skills gained

in complex multinational industrial goods and

engineering businesses

–

Global commercial and engineering

experience, including expertise in operational

excellence and lean manufacturing

Current external appointments

Carl-Peter is Chair of Keller Group plc and Senior

Independent Director at Babcock International

Group plc. He is also Chairman of StoreDot,

Director of The Mobility House AG, Envisics Ltd,

and serves as a Director on the advisory board

of Kinexon GmbH.

Career experience

Carl-Peter has spent the majority of his career

holding senior leadership positions in some of

the world’s largest automotive manufacturers,

including BMW, General Motors and Tata

Motors (including Jaguar Land Rover). Since he

stepped down from Tata Motors in 2011, he has

served as a director on a wide variety of public

and private company boards, including IMI plc

from 2012-2021, Rexam plc from 2014-2016 and

Geely Automotive Holdings, Hong Kong, as well

as Volvo Cars Group from 2013-2019. He served

as Chairman of Chemring Group plc from July

2016 to 30 November 2024.

Appointed to the Board 1 September 2017

Eight years on the Board

–

Global career serving the steel industry

–

Strong background in strategic development

and implementation

–

Customer focus and proven record of delivery,

with strong commercial acumen

–

Drive and energy in promoting his

strategic vision

Current external appointments

None.

Career experience

Patrick joined the Group as President of the

Vesuvius Flow Control Business Unit in 2016,

until his appointment as Chief Executive in

September 2017.

Before joining the Group, Patrick served as

Executive Vice President Strategic Growth,

CEO Europe and CEO for Asia, CIS and Africa

for Lhoist company, the world leader in lime

production. Prior to this, he was CEO of the

Nickel division, then CEO of the Manganese

division of ERAMET group, a global

manufacturer of nickel and special alloys.

Appointed to the Board 1 April 2023

Two years on the Board

–

Wealth of international operational

experience and leadership skills

–

Complements the strong performance-

oriented culture and the skills of the

management team

–

Respected leader for the ﬁnance and

IT functions

Current external appointments

None.

Career experience

Mark was previously Chief Financial Oﬃcer of

the Operations business of John Wood Group

PLC. He has over 20 years of senior ﬁnancial

experience in a number of international

businesses including Amec Foster Wheeler plc

and Expro International Group Plc. Mark is a

Chartered Accountant qualiﬁed with the ICAEW.

Carl-Peter Forster

Chairman

Patrick André

Chief Executive

Mark Collis

Chief Financial Oﬃcer

Key to Board Committee membership

Audit Committee

Nomination Committee

Remuneration Committee

Committee Chair

Engagement with the workforce

Carla Bailo serves as the designated

Non-executive Director responsible

for workforce engagement.

Cevian Capital is a shareholder of Vesuvius

plc and, at 11 March 2026, held 23.07% of

Vesuvius’ issued share capital.

The data for this graph was collected by asking individuals to self-report against the

categories displayed.

Men: 2

Audit & Remuneration Committee members:

Nomination Committee members:

Women: 3

Not speciﬁed/prefer not to say: N/A

Men: 3

Women: 4

Not speciﬁed/prefer not to say: N/A

Vesuvius plc

Annual Report and Financial Statements 2025

Board of Directors

Appointed to the Board 15 May 2024

One year on the Board

–

Strong engineering background

–

Broad and global management skillset in the

industrial and service sectors

–

Experienced UK governance professional

–

Proven management and leadership skills

Current external appointments

Eva currently supports several small companies

and non-proﬁt organisations, and serves as a

Non-executive Director of CLS Holdings plc and

Videndum plc.

Career experience

Eva is an engineer with more than 35 years’

experience in global industrial and service

businesses. She spent 20 years with Ericsson,

focusing on strategy, production development

and international sales, and then became Senior

Vice President and Chief Executive of Telia, the

Scandinavian telecommunications company.

She has served on the board of a range of listed

companies including Acast AB, Bodycote plc,

Keller Group plc, Mr Green & Co AB, Sweco AB,

Tarsier AB, Greencoat Renewables plc and Tele2

AB. She is a member of the Royal Swedish

Academy of Engineering Sciences.

Appointed to the Board 1 June 2024 and as

Chair of the Remuneration Committee from

31 July 2024

One year on the Board

–

Experienced HR practitioner with a broad

range of international experience

–

30+ years’ experience of people management

–

Proven management and leadership skills

Current external appointments

Serves on the advisory board of Conquer AI.

Career experience

Italia has served as a strategic human resources

director in a variety of industries (including

mining, healthcare and ﬁnancial services), most

recently at AngloGold Ashanti and Gold Fields

Ltd. Her roles have included responsibility for

employees across South Africa, Australia, the

United States, UK, Germany, Belgium, Hong

Kong and several Latin American countries. She

served as a Non-executive Director and member

of the remuneration committee of Polymetal

International PLC from 2019 until 2022.

Appointed to the Board 1 April 2021

Four years on the Board

–

Strong operational experience driving

performance in multinational companies

–

Proven track record of leadership and

international commercial experience

–

Strong focus on technology and in-depth

knowledge of Asian markets

Current external appointments

None.

Career experience

Dinggui has 40 years of operational experience

having worked in multinational companies

including Bosch, Honeywell, Eagle Ottawa and

Sandvik AB. Between 2017 and 2021 he was

Managing Director, China of Formel D Group,

the German global service provider to the

automotive and components industry. Between

2021 and 2024 he served as a Non-executive

Director of Intramco Europe B.V. and between

2021 and 2025 Dinggui was an Operating

Partner of CITIC Capital Holdings Ltd.

Appointed to the Board 4 December 2019

Six years on the Board

–

An experienced strategist, with strong

analytic capability

–

Commercial acumen and a strong track

record of working with a portfolio of

companies to identify scope for operational

and strategic improvement

Current external appointments

Partner of Cevian Capital.

Career experience

Friederike is a Partner of Cevian Capital.

She joined Cevian in 2008 and served

as a Non-executive Director on the boards

of thyssenkrupp AG from 2020 to 2023

and Valmet Oyj from 2013 to 2017. These are

both companies in which Cevian was also

invested. Prior to joining Cevian, Friederike

worked at McKinsey & Company. She is

a CFA Charterholder.

Appointed to the Board 1 September 2023 and

as Chair of the Audit Committee from AGM 2024

Two years on the Board

–

Qualiﬁed Chartered Accountant, with

signiﬁcant experience in large multinational

companies

–

Knowledgeable corporate and operational

ﬁnance professional

–

Wealth of general management and ﬁnancial

leadership experience

Current external appointments

Non-executive Director and Chair of the Audit and

Risk Committee of Balfour Beatty plc, Senior

Independent Director of the British Standards

Institution, and Non-executive Member of the

Defence Science and Technology Laboratory.

Career experience

Robert was CEO of Johnson Matthey PLC from

2014 to 2022 and Group Finance Director from

2009 to 2014. Prior to this he worked at WS

Atkins PLC, latterly as Group Finance Director.

He served as a Non-executive Director of RELX

plc until April 2025.

Appointed to the Board 1 February 2023

Three years on the Board

–

Strong engineering and product

management experience

–

Research and development background

gained during more than 40 years working in

the automotive industry

–

International experience and extensive

knowledge of US markets

Current external appointments

Non-executive Director of Advance Auto Parts,

Inc. and the Gatik Safety Advisory Council.

Career experience

Carla was President and CEO of the Center for

Automotive Research (CAR) in the US for ﬁve

years, until she stepped down in September

2022. Prior to joining CAR, Carla was Assistant

Vice President for Mobility Research and

Business Development at The Ohio State

University. She spent 25 years at the Nissan

Motor Company, culminating as Senior VP,

Research and Development, Americas and

Total Customer Satisfaction. Carla was a

Non-executive Director of EVe Mobility

Acquisition Corp. until February 2024 and of

SM Energy Company until February 2026.

Eva Lindqvist

Senior Independent Director (SID)

Dinggui Gao

Non-executive Independent Director

Carla Bailo

Non-executive Independent Director

Friederike Helfer

Non-executive Director

Italia Boninelli

Non-executive Independent Director

Robert MacLeod

Non-executive Independent Director

Strategic report

Governance

Financial statements

Patrick André

Chief Executive

Ten years with the Group

For biographical details, please

see the Board of Directors on

page 74.

Nitin Jain

President, Advanced Refractories

Four years with the Group

Appointed as Deputy President,

Advanced Refractories on 1 July

2024 and as President, Advanced

Refractories on 1 January 2025.

Nitin joined Vesuvius in March 2021

as Regional Vice President, Steel

India and South East Asia. Prior to

this he served as Managing

Director India and Market Director

Asia, for Imerys S.A. He has worked

in leadership roles in mergers and

acquisitions, operations, product

management, and sales and

technology, in both North America

and Asia.

Nitin is based in London, UK.

Mark Collis

Chief Financial Oﬃcer

Two years with the Group

For biographical details, please

see the Board of Directors on

page 74.

Henry Knowles

General Counsel and

Company Secretary

Twelve years with the Group

Appointed as General Counsel

and Company Secretary in

September 2013. Prior to joining

Vesuvius, Henry spent eight years

at Hikma Pharmaceuticals PLC,

a generic pharmaceutical

manufacturer with signiﬁcant

operations in the Middle East,

North Africa and the US where he

held the roles of General Counsel

and Company Secretary. Henry is

also responsible for the Group’s

Intellectual Property function.

Henry is based in London, UK.

Manuel Delﬁno

President, Foundry

Twenty-two years with the Group

Appointed President, Foundry in

July 2025. Manuel joined the Group

in September 2003 and has built

extensive leadership experience

across Vesuvius’ Steel, Foundry and

Sensors & Probes businesses. He

has lived and worked in Venezuela,

Colombia, Brazil, Germany, Mexico

and the US where he most recently

served as Vice President, Flow

Control North America. Manuel is a

mechanical engineer and holds an

MBA from IESA in Venezuela. He

has also completed the Advanced

Management Program at INSEAD.

Manuel is based in London, UK.

Agnieszka Tomczak

Chief HR Oﬃcer

Seven years with the Group

Appointed as Chief HR Oﬃcer in

October 2018. Agnieszka has over

30 years of senior leadership

experience in multinational

companies spanning various

business sectors and industries.

Prior to joining Vesuvius, she spent

12 years at ICI, which was

subsequently acquired by

AkzoNobel, in regional and

global HR roles.

Agnieszka is based in London, UK.

Changes to the Group

Executive Committee (GEC)

Karena Cancilleri, President,

Foundry, left the Group at the end

of March 2025 and Manuel Delﬁno

was appointed President, Foundry

eﬀective 1 July 2025. During the

interim period between 1 April

2025 and 1 July 2025, Patrick André

took direct responsibility for the

management of the Foundry

Division.

Pascal Genest

President, Flow Control

Five years with the Group

Appointed President, Flow Control

in January 2021. Pascal joined the

Group from GFG Alliance where he

held the position of CEO Liberty

Ostrava in the Czech Republic.

Prior to this he was CEO of SULB

in Bahrain. Pascal has 20 years’

experience working in the steel

industry, mainly with ArcelorMittal.

He has also worked in consulting,

in private equity and in the

aluminium industry.

Pascal is based in London, UK.

Vesuvius plc

Annual Report and Financial Statements 2025

Group Executive Committee

Dear Shareholder,

On behalf of the Board, I am pleased to present Vesuvius’

Corporate Governance Statement for the year ended

31 December 2025.

The Board is responsible for providing eﬀective leadership,

setting the Company’s purpose and strategy, overseeing the

implementation of the strategy by management, and monitoring

the Company’s culture to ensure it remains aligned with the

purpose and provides a safe, healthy environment in which our

people can operate.

This Statement provides an insight into the governance structure

and activities of the Board and its Committees during the year.

It also describes how the Group has complied with the Principles

of the UK Corporate Governance Code (the Code) in 2025. The

table on page 78 signposts where detailed information on each

section of the Code, and its associated Principles, can be found.

The Board’s key focus in 2025 was on continuing to support

management in pursuit of the Group’s strategy. Amongst other

things, it did this by overseeing the acquisition of a stake in

PiroMET, a Turkish company, which will strengthen our Advanced

Refractories business in EEMEA and for which the Board gave its

approval in 2024, as well as with the acquisition in November 2025

of the Molten Metals Systems business from Morgan Advanced

Materials Plc. This acquisition has increased the Group’s exposure

to the fast-growing non-ferrous market segment and to India.

The Board, the constitution of which remains unchanged from last

year, underwent an externally facilitated performance evaluation

in FY25, details of which can be found in the Nomination

Committee report on page 96. This evaluation recognised it had

been a challenging year for the Board in managing the Group’s

activities, but concluded that, overall, the Board and its

Committees were operating eﬀectively, and were considered to

be well-composed with a good, diverse range of skills and

members who are highly experienced across diﬀerent industrial

sectors and geographies.

Carl-Peter Forster

Chairman

11 March 2026

In this section

Board of Directors on

p74 and 75

Group Executive Committee on

p76

Corporate Governance Statement

p78 to 124

Board Report

p78

Board leadership and Company purpose on

p79

Division of responsibilities on

p82

Audit Committee report on

p87 to 91

Nomination Committee report on

p92 to 96

Directors’ Remuneration Report on

p97 to 124

Also see:

Group’s statement of purpose on

p79

Strategic Report on

p3 to 72

Strategic report

Governance

Financial statements

Chairman’s governance letter

2024 UK Corporate Governance Code

The Company applied the Principles of the 2024 UK Corporate Governance Code (the Code), and was fully compliant with

its Provisions, throughout the year ended 31 December 2025. A copy of the Code can be found on the FRC website at:

www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/.

Information availability

Board leadership and

Company purpose

The Corporate Governance Statement (CG Statement) on pages 78 to 124 gives information on the

Group’s compliance with the Principles relating to the Board’s leadership and Company purpose.

More detailed information on:

–

The Group’s statement of purpose can be found on page 79

–

The Group’s strategy, resources and the indicators it uses to measure performance can be found

on pages 12, 14 and 15, 6 and 7, 16 and 17, and 36 and 37, respectively

–

The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained

in the Section 172(1) Statement and stakeholder engagement section on pages 68 to 72

–

The Group’s approach to workforce matters can be found in the Our people section on pages 24

to 27, with further details of the Group’s approach to employee involvement and engagement

contained in the Section 172(1) Statement on page 69

Details of the Group’s framework of controls is contained in the Audit Committee report on pages 89

and 90 of the CG Statement and in the Risk, viability and going concern section on pages 63 and 64.

Division of

responsibilities

The CG Statement describes the structure and operation of the Board. The Nomination

Committee report, on page 96, describes the process the Company conducts to evaluate the

Board, to ensure that it continues to operate eﬀectively, that individual Directors’ contributions are

appropriate and that the oversight of the Chairman promotes a culture of openness and

constructive yet challenging debate.

Composition,

succession and

evaluation

Details of the skills, experience and knowledge of the existing Board members can be found in the

Board biographies contained on pages 74 and 75. Information on the Board’s appointment

process and approach to succession planning and Board evaluation is contained in the

Nomination Committee report on pages 92 to 96 of the CG Statement.

Audit, risk and internal

control

Information on the policies and procedures the Group has in place to monitor the eﬀectiveness of

the Group’s Internal and External Audit functions and the integrity of the Group’s ﬁnancial

statements is contained in the Audit Committee report on pages 88 to 90 of the CG Statement,

along with an overview of the procedures in place to maintain an eﬀective risk management and

internal control framework. Further information on the Group’s approach to risk management is

contained in the Risk, viability and going concern section of the Strategic Report on pages 61 to 67.

The Board believes the 2025 Annual Report to be a fair, balanced and understandable assessment

of the Company’s position and prospects. A description of the Audit Committee’s work in enabling

the Board to reach this conclusion is contained in the Audit Committee report on page 89.

Remuneration

The Company’s approach to investing in and rewarding its workforce is described in the Our

people section on pages 24 to 27. The Directors’ Remuneration Report section of the CG Statement

describes the Group’s approach to Directors’ remuneration, including the procedure for developing

policy and the Remuneration Committee’s discretion for authorising remuneration outcomes.

It also includes information about the remuneration consultants appointed by the Remuneration

Committee. Details of the linkage of the Directors’ Remuneration Policy with long-term strategy is

contained on page 97 and also highlighted on pages 16 and 17, and 36 and 37 in the sections on

Key Performance Indicators.

The aforementioned sections are incorporated into the Corporate Governance Report by reference.

Board Report

Vesuvius plc

Annual Report and Financial Statements 2025

Corporate Governance Statement

Board leadership and Company purpose

The Board is responsible for leading the Group in an eﬃcient

and entrepreneurial manner, establishing the Group’s purpose

and strategy, and satisfying itself that these are aligned with

the Group’s culture. It focuses primarily on strategic and policy

issues and is responsible for ensuring the long-term sustainable

success of the Group. It also oversees the allocation of resources

and monitors the performance of the Group in pursuit of this

strategy. It is responsible for eﬀective risk assessment and

management of the Group’s risk proﬁle. When carrying out these

duties, the Board has regard to the interests of the Group’s key

stakeholders and is cognisant of the potential impact of its

decisions on the wider society.

Purpose

Vesuvius is a global leader in molten metal ﬂow engineering

and technology, serving process industries operating in

challenging high-temperature conditions. We think beyond

today to create the innovative solutions that will shape the

future, delivering products and services that help our

customers make their industrial processes safer, more

eﬃcient and more sustainable. We aim to deliver

sustainable, proﬁtable growth to provide our shareholders

with a superior return on their investment. We provide our

employees with a safe place to work, where they are

recognised, developed and properly rewarded.

Information on the Group’s strategic targets can be found on

page 12. The Board has identiﬁed a number of Key Performance

Indicators (KPIs) which provide information on key aspects of the

Group’s ﬁnancial and non-ﬁnancial performance. Reviewing this

information assists the Board in assessing progress with the

execution of the Group’s strategy and determining any remedial

action that needs to be taken. Detailed information on the Group’s

ﬁnancial and non-ﬁnancial KPIs can be found on pages 16 and 17,

and 36 and 37, respectively.

The Group has established a framework of controls to enable risk

to be assessed and managed. Further information on this can be

found in the Audit Committee report, risk and internal control

section on page 89.

Sustainability

Vesuvius recognises that lasting business success is measured not

only in ﬁnancial performance but in the way in which the Group

deals with its stakeholders, namely its customers, suppliers,

business associates, employees, investors and local communities.

Our sustainability strategy supports the Group’s key strategic

objectives which are focused on creating a better tomorrow in a

proﬁtable and sustainable way. The Board has set speciﬁc targets

concentrated on ways in which the Group can improve its impact

on our planet, our communities and our people, and improve the

impact of our customers through a process of continuous

improvement and the development of new and innovative

products. The Board monitors these targets and oversees the

output of the Sustainability Council in spearheading new activities

to enhance Group performance. Further information can be

found in the Non-Financial and Sustainability Information

Statement on pages 35 to 60.

Culture

The Board monitors the corporate culture of the Group. The

Group’s CORE Values – Courage, Ownership, Respect and Energy

– deﬁne our behaviours across the business and are the practical

representation of the culture we seek to foster, aligning with the

Company’s purpose and strategy, and supporting our

governance and control processes. These Values are prominently

displayed at all sites. Our CORE Values are reinforced in our

performance management systems, which ensure that they are

ﬁrmly embedded in our day-to-day conversations and

behaviours. Further detail can be found on page 57.

The CORE Values are supported by the Group’s Code of Conduct

which sets out the standards of conduct expected, without

exception, of everyone who works for Vesuvius in all of its

worldwide operations. The Code of Conduct emphasises the

Group’s commitment to ethical behaviour and compliance with

the law. It also covers every aspect of Vesuvius’ approach to

business – from the way in which the Group engages with its

customers, employees, markets and each of its other

stakeholders, through to the safety of employees and their places

of work. Everyone within Vesuvius is held individually accountable

for upholding these standards.

The Board seeks to ensure that the Group’s workforce policies and

practices are consistent with the Group’s long-term sustainable

success. Further information about these policies can be found in

the Our people and A responsible company sections of the Annual

Report on pages 24 to 27 and 57 to 60 as well as on our website at

www.vesuvius.com. Additional information on the Group’s

approach to diversity can be found in the Nomination Committee

report on pages 94 and 95. Information on the Group’s Speak Up

conﬁdential employee concern helpline is set out on page 81.

Board site visits

The Non-executive Directors undertook an extensive programme

of site visits in 2025. A full oﬀ-site Board visit was held in India, with

Directors visiting Vesuvius’ sites in Kolkata, Pune and

Visakhapatnam, together with a customer’s Vijayanagar steel

mill. In addition, the Non-executive Directors visited sites in Ghlin

in Belgium, Piedade and São Paulo in Brazil, Welland in Canada,

Borken and Großsalmerode in Germany, and Skawina in Poland,

during the year. The visits provided the Board with the opportunity

to meet local management, and hear ﬁrsthand about business

performance, and local opportunities and challenges. During the

visits the Directors were also able to interact with a cross-section

of employees, from various functions and organisational levels.

The majority of visits included holding ‘town hall’ meetings, which

provided the Non-executive Directors with the opportunity to

engage with the workforce to hear the views of employees and

answer their questions about the Company and its progress.

The Non-executive Directors were able to engage in discussions

on culture and purpose, and provided direct feedback at

subsequent Board meetings on their perceptions of each site and

any potential areas for improvement. This also allowed for the

highlighting of examples of best practice that could be shared

more widely.

Strategic report

Governance

Financial statements

Assessment of culture

During the year, the Board’s assessment of the Group’s culture considered the following:

The Board focused on ensuring that there was a consistent culture

across the Group, underpinned by the CORE Values. During their

site visits, referred to above, together with the site visits

undertaken by the Chief Executive and Chief Financial Oﬃcer

throughout the year, the Directors as a whole also assessed the

extent to which the Values were understood and motivated

employee behaviour. They then reported back on their individual

ﬁndings. In 2025, nominations were once again sought for the

Group’s peer-nominated Living the Values Awards. The Board

was delighted that there were over 900 nominations, showcasing

examples of individuals and teams delivering on and going

beyond the CORE Values. Regional Managers and members of

the Group Executive Committee presented regional and global

awards as part of the process of recognising those individuals who

exemplify our Values. The global awards presentation was hosted

online to allow all employees to join and celebrate the examples of

Vesuvius’ Values in action.

As part of the Board’s rolling agenda, the Board received reports

from each Business Unit President on their business strategy, new

commercial initiatives and future technology trends. The Board

also received reports on the key commercial achievements across

the Business Units as part of regular reporting from the Chief

Executive. As discussed in the Nomination Committee report on

page 95, the Nomination Committee supported this agenda by

monitoring the recruitment, development and retention of key

talent across the Group to execute the Group’s strategy.

The engagement and openness of the senior managers who

presented to the Board and Committees during the year,

along with the employees the Board met during site tours, was

assessed in terms of the Group’s culture. These ﬁrsthand reviews

were supported by the Directors’ regular review of the output

of the Group’s Speak Up processes. As discussed in the Audit

Committee report on page 90, qualitative feedback from

External and Internal Audit was sought by the Audit Committee

as to how transparent/engaged managers had been throughout

audit interactions.

In 2025, the Board received detailed brieﬁngs on the Group’s key

customers, and their concentration, diversity and core challenges,

alongside information on the state of the Group’s markets. They

also reviewed the initiatives undertaken in the Company to

understand value drivers at our customers, to underpin our

solutions-focused business model, and communicate the value

contributed to customers by our products. The Chief Executive

provided updates on key customer issues, and undertook a range

of customer visits, meeting face-to-face with customers to discuss

business challenges and future prospects. During the Board site

visit to India in September, the Directors visited a key Steel Division

customer to hear their views on the Vesuvius oﬀering.

Throughout the year, the Board also received regular updates

on quality performance, with detailed analysis of any speciﬁc

quality issues.

The Board met its diversity target in 2024, and in 2025 women

continued to occupy 44% of directorships on the Board. The

Nomination Committee continued to monitor progress on the

achievement of the Group’s gender diversity target. We had set a

target to achieve 25% female representation in the Senior

Leadership Group, which comprises c. 150 individuals, by 2025.

At the end of 2025, women represented 21% of this Group. We will

continue to strive to achieve this target going forward. The Board

also reviewed the results of the employee engagement survey.

At each meeting during the year, the Board received an update on

material safety issues aﬀecting the Group’s employees. The

Board receives reports at every Board meeting on the Group’s

performance against safety targets and reviews all Lost Time

Incidents and the follow-up action taken. In addition, the Board

also received two reports on the progress of the Group’s safety

programmes. During the year, the Directors used their individual

site visits to assess each site’s commitment to safety, and the

Executive Directors and Group Executive Committee members’

Long-Term Incentives include a safety target alongside other

sustainability measures. A core tenet of the Group’s Sustainability

initiative is a focus on ensuring the Group aﬀords a safe working

environment to all its employees. The Board has set a Group

safety target of less than one Lost Time Injury per million hours

worked. This equates to an average of less than two work-related

Lost Time Injuries or lost time illnesses per month. The Board

remains encouraged with the progress made in safety initiatives,

although following the record low in 2024, the rate of Lost Time

Injuries increased to 0.7 in 2025. This was as a result of a slight

deterioration in the number of injuries and a small number of

incidents that occurred at sites acquired during the year, where

the level of safety maturity is not the same as the wider Vesuvius

Group. It is a key focus of the integration of any acquisition that

the acquired businesses operate at the same level of commitment

to safety as the existing Group. The Board continues to recognise

the further work required to reach the Group’s ultimate aim of

zero accidents.

Sadly, in 2025, the Group suﬀered the loss a colleague when

returning from a business trip. This tragic accident serves as a

clear reminder to all in the Group about how essential our

commitment to safety must continue to be.

Adherence to the CORE Values

Entrepreneurship

Transparency

Customer focus

Diversity and respect for local cultures

Commitment to safety

Vesuvius plc

Annual Report and Financial Statements 2025

Corporate Governance Statement

continued

Section 172 duties

The Directors are cognisant of the duty they have under Section

172 of the Companies Act 2006 to promote the success of the

Company over the long term for the beneﬁt of shareholders as a

whole, whilst also having regard to a range of other key

stakeholders. In performance of its duties throughout the year, the

Board had regard to these duties and remained cognisant of the

potential impact on these stakeholders of the Group’s activities.

Details of the Board and the Company’s engagement with

stakeholders during the year can be found in the Section 172(1)

Statement on pages 69 to 72.

Whistleblowing policy

Speak Up

All Vesuvius employees can speak up without fear of retaliation,

either to Vesuvius management or via independent channels.

The operation of our Speak Up policy is overseen by the Board.

Details of it are provided on the internal Vesuvius website and

communicated by local language posters in all our locations. A

third-party operated conﬁdential Speak Up service is available

365 days per year, 24 hours per day, to anyone wishing to raise

concerns anonymously or in situations where they feel unable to

report directly. Details of the portal can also be found on the

Vesuvius website. This independent facility supports online

reporting through a web portal and reporting by phone or by

voicemail. Ensuring global accessibility, employees can

communicate in any of our 29 functional languages.

All reports received are reviewed and, where appropriate,

investigated, and feedback is provided to the reporter via the

helpline portal. Vesuvius’ Speak Up service is highlighted during

internal compliance training and new joiner inductions. No

Vesuvius employee will ever be penalised or disadvantaged for

reporting a legitimate concern in good faith. Reports received

via Speak Up channels are managed by the dedicated Ethics

and Compliance team under the supervision of the Group Head

of Compliance and the General Counsel. When received,

reports are assessed for risk and category of concern. All

reports are considered in line with a protocol for review,

investigation, action, closure and feedback, independent of

management lines where necessary, and involving senior

Business Unit or HR management as appropriate. For complex

issues, formal investigation plans are drawn up, and support

from external experts is engaged where necessary.

Feedback is recognised as an important element of the Speak

Up process and we aim to acknowledge all cases within seven

days of receipt. The Group monitors the volume, geographic

distribution and range of reports made to the Speak Up facility

to ascertain whether there are signiﬁcant regional compliance

concerns, or particular themes that recur, and whether this

indicates that there are countries where access to this facility is

less well understood or publicised.

During 2025, the Board received updates on the nature and

volume of reports received by the conﬁdential Speak Up

helpline, key themes emerging from these reports, and the

results of investigations undertaken. Further details on speciﬁc

issues were provided where requested. In 2025, the Group

received a total of 410 concerns and questions via Speak Up

channels. Each one of these was reviewed and, where

appropriate, investigated. 18% of all reports were attributed to

routine business process management matters and channelled

for management resolution in accordance with the appropriate

business process. In 2025, the average time from report

registration to case closure was 49 days, which is in line with

best practices for internal investigations, where cases are

typically closed within 90 days. Similar to prior years, the

majority of these reports related to HR issues, followed by

business integrity and health and safety matters. Of the small

number of reports received that contained allegations of

violations of our Code of Conduct, thorough investigations

were carried out and, where appropriate, disciplinary action

was taken.

Strategic report

Governance

Financial statements

The Chairman and Chief Executive

The division of responsibilities between the Chairman and the Chief Executive is set out in writing. These role descriptions were reviewed

during the year as part of the Company’s annual corporate governance review. They are available to view on the Company’s website:

www.vesuvius.com.

Responsible for Group strategy,

risk management, succession and

policy issues. Sets the Purpose, Values

and culture for the Group. Monitors

the Group’s progress against the

targets set

Provides leadership and guidance

for the Board, promoting a high

standard of corporate governance.

Sets the Board agenda and chairs

and manages meetings. Independent

on appointment, he is the link

between the Executive and

Non-executive Directors

Division of responsibilities

The Board

Chairman

Develops strategy for review and

approval by the Board. Directs,

monitors and manages the

operational performance of the

Company. Responsible for the

application of Group policies,

implementation of Group strategy

and the resources for their delivery.

Accountable to the Board for

Group performance

Chief Executive

Exercise a strong, independent voice,

constructively challenging and

supporting the Executive Directors.

Scrutinise performance against

objectives and monitor ﬁnancial

reporting. Monitor and oversee risks

and controls, determine Executive

Director remuneration and manage

Board succession through their

Committee responsibilities. The

Non-executive Directors meet at least

twice a year without the Executive

Directors being present

Non-executive Directors

Acts as a sounding board for the

Chairman, an alternative contact for

shareholders and an intermediary

for other Non-executive Directors.

Leads the annual evaluation of the

Chairman and recruitment process

for the Chairman’s replacement,

when required

Senior Independent Director

Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the

Board agenda with clear information ﬂow. Acts as a link between the Board and its Committees and between the Non-executive

Directors and senior management

Company Secretary

Supports the Chief Executive in

developing strategic direction and

works with the Board to develop and

implement the Group’s strategy.

Directs, monitors and manages the

ﬁnance and IT functions to ensure the

Company’s ﬁnancial objectives are

met, ensuring sound ﬁnancial

management and control of the

Company’s business

Chief Financial Oﬃcer

Vesuvius plc

Annual Report and Financial Statements 2025

Corporate Governance Statement

continued

The Board

The Board has a formal schedule of matters reserved to it and

delegates certain matters to its Committees. It is anticipated that

the Board will convene on seven occasions during 2026, holding

ad hoc meetings to consider non-scheduled business if required.

Directors’ independence

The Board considers that, for the purposes of the UK Corporate

Governance Code, 62.5% of the Board – ﬁve of the current

Non-executive Directors (excluding the Non-executive Chairman),

namely Carla Bailo, Italia Boninelli, Dinggui Gao, Eva Lindqvist

and Robert MacLeod, are independent of management and free

from any business or other relationship which could aﬀect the

exercise of their independent judgement. Friederike Helfer is a

Partner of Cevian Capital, which continues to hold 23% of

Vesuvius’ issued ordinary share capital (excluding Treasury

shares). As a result, Friederike Helfer is not considered to be

independent. The Chairman satisﬁed the independence criteria

on his appointment to the Board. The Board and its Committees

have a wide range of skills, experience and knowledge, and

further details of each Director’s individual contribution in this

regard can be found in their biographies on pages 74 and 75.

Board Committees

The principal governance Committees of the Board are the Audit,

Nomination and Remuneration Committees. Each Committee

has written terms of reference which were reviewed and, where

applicable, updated during the year to reﬂect the requirements

of the revised UK Corporate Governance Code. These terms

of reference are available to view on the Company’s website:

www.vesuvius.com.

Committee composition is set out in the relevant Committee

reports. No one, other than the Committee Chair and members of

the Committee, is entitled to participate in meetings of the Audit,

Nomination and Remuneration Committees. However, as

detailed in the Committee reports, where the agenda permits,

other Directors and senior management regularly attend by

invitation, supporting the operation of each of the Committees in

an open and transparent manner.

The interactions in the governance process are shown in the

schematic below and on the facing page.

Group Executive Committee

The Group also operates a Group Executive Committee, which is

convened and chaired by the Chief Executive and assists him in

discharging his responsibilities. During 2025, the GEC comprised

the Chief Executive, Chief Financial Oﬃcer, the main Business Unit

Presidents, the Chief HR Oﬃcer and the General Counsel/

Company Secretary. The GEC met for six formal multi-day

meetings and two R&D reviews during 2025.

To monitor the integrity of

ﬁnancial reporting and to assist

the Board in its review of the

eﬀectiveness of the Group’s

internal controls and risk

management systems

Chair

Robert MacLeod

Membership

All independent

Non-executive Directors

To approve speciﬁc funding and

treasury-related matters in

accordance with the Group’s

delegated authorities or as

delegated by the Board

Chair

Carl-Peter Forster, Chairman

Membership

Chairman, Chief Executive,

Chief Financial Oﬃcer and

Group Treasurer

To facilitate the administration

of the Company’s share schemes

Chair

Any Board member

Membership

Any two Directors or any

two Directors and the

Company Secretary

To determine the remuneration

policy for the Executive Directors

and set the appropriate

remuneration for the Chairman,

Executive Directors and senior

management

Chair

Italia Boninelli

Membership

All independent

Non-executive Directors

To advise the Board on

appointments, retirements and

resignations from the Board and

its Committees and to review

succession planning and talent

development for the Board and

senior management

Chair

Carl-Peter Forster, Chairman

(except when considering

his own succession, in which

case the Committee would

be chaired by the Senior

Independent Director)

Membership

Chairman and the

Non-executive Directors

Administrative Committees

In addition, the Board delegates certain responsibilities to a Finance

Committee and Share Scheme Committee, which operate in accordance

with the delegated authority agreed by the Board

Governance Committees

Board

Audit Committee

Finance Committee

Remuneration Committee

Share Schemes Committee

Nomination Committee

Strategic report

Governance

Financial statements

2025 Board programme

The Board discharges its responsibilities through an annual programme of meetings.

At each of the regularly scheduled meetings, a number of standard items were considered.

These included:

–

Directors’ duties, including those in respect of S172, and conﬂicts of interest

–

Minutes of the previous meeting and matters arising

–

Reports from the Chief Executive (CE) and the Chief Financial Oﬃcer (CFO) on key aspects of the business, and from the General

Counsel and Company Secretary on governance matters

In 2025, the Board focused on key areas of strategy, performance and governance, including the matters outlined below:

Strategy

–

Reviewing M&A opportunities

–

Approving the acquisition of the Molten Metal Systems business from Morgan Advanced Materials Plc

–

Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories, Foundry and

Sensors & Probes Business Units

–

Receiving and reviewing regular reports from the CE on the implementation of the Group’s strategic

objectives, and monitoring the Group’s achievement of its cost-saving targets

–

Reviewing the progress of the Group’s sustainability agenda, including receiving updates on the Group’s

health, safety and environmental objectives

–

Reviewing the development and implementation of an enhanced manufacturing quality recording and

reporting system

–

Participation in a two-day oﬀ-site review of strategy attended by the three main Business Unit Presidents

and the Company’s key ﬁnancial advisers

–

Receiving and considering a progress report on the Group’s R&D strategy and objectives

–

Receiving and considering an update on the Group’s People strategy and objectives

–

Receiving and considering reports on the Group’s key customers, its legal and compliance activities and the

management of the Group’s key litigation

Performance

–

Receiving regular business reports from the CE on business highlights including the Divisions’ commercial

activities, changes in the Group’s markets and procurement practices

–

Receiving regular reports on the Group’s ﬁnancial performance against key indicators

–

Receiving biannual reports on progress against the Group’s sustainability targets and reviewing updated

targets for 2025 to 2030

–

Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents

–

Receiving regular reports on performance against product quality targets

–

Scrutinising the Group’s ﬁnancial performance and forecasts

–

Reviewing and agreeing the annual budget and ﬁnancial plans

–

Approving the Group’s trading updates, and preliminary and half-year results announcements

Governance

–

Receiving regular reports from the Board Committees

–

Approving the Annual Report and Notice of AGM

–

Approving the payment of the interim dividend, and approving the recommendation of the payment of the

ﬁnal dividend subject to shareholder approval

–

Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the

Group’s key risks and approving the Group’s risk register

–

Reviewing and approving the Group’s Modern Slavery Statement

–

Reviewing information received through the Group’s Speak Up reporting processes, including

investigation outcomes

–

Reviewing the Group’s external sustainability ratings

–

Approving the Group’s UK tax strategy

–

Reviewing and approving the level of fees for the Non-executive Directors

–

Completing an evaluation of the Board and Committees’ performance, and reviewing progress against

the improvement actions identiﬁed in the 2024 Board evaluation

–

Reviewing the Board’s engagement with employees, including feedback from the Directors’ site visits and

the results of the Group engagement survey

–

Receiving regular updates on corporate governance and regulatory developments, and conducting the

formal annual review of the Group’s governance arrangements

Vesuvius plc

Annual Report and Financial Statements 2025

Corporate Governance Statement

continued

Information and support

The Board ensures that it receives information in a timely manner

and of a quality that enables it to adequately discharge its

responsibilities. Papers are provided to the Directors in advance of

the relevant Board or Committee meeting to enable them to make

further enquiries about any matters prior to the meeting should

they wish. This also allows Directors who are unable to attend to

submit views to the relevant Chair in advance of the meeting.

In addition to the formal Board processes, the Chief Executive

provides updates on important Company business issues

between meetings, and the Board is provided with regular reports

on key ﬁnancial and management information. The Directors also

receive regular updates on shareholder matters, together with

copies of analysts’ notes issued on the Company. For the

distribution of all information, Directors have access to a secure

online portal, which includes a reference section containing

relevant background information.

All Directors have access to the advice and services of the

Company Secretary.

There is also an agreed procedure in place for Non-executive

Directors, in the furtherance of their duties, to take independent

legal advice at the Company’s expense.

Directors’ conﬂicts of interest

The Board has established a formal system to authorise situations

where a Director has an interest that conﬂicts, or may possibly

conﬂict, with the interests of the Company (situational conﬂicts).

Directors declare situational conﬂicts so that they can be

considered for authorisation by the non-conﬂicted Directors.

In considering a situational conﬂict, the non-conﬂicted Directors

act in a way which they consider would be most likely to promote

the success of the Company and its stakeholders. This means they

may impose limits or conditions when giving authorisation as they

think appropriate.

The Company Secretary records the consideration of any conﬂict

and any authorisations granted. The Board believes that the

approach it has in place for reporting situational conﬂicts

continues to operate eﬀectively. The Board has authorised

(subject to certain exceptions) any potential or actual conﬂicts of

interest that might arise as a result of Ms Helfer’s role as a Partner

of Cevian Capital AG.

Board and Committee attendance

The attendance of Directors at the Board meetings held in 2025, and at meetings of the principal Committees of which they are

members, is shown in the table below. The maximum number of scheduled meetings in the period during which the individual was a

Board or Committee member is shown in brackets.

Board

Audit

Committee

Remuneration

Committee

Nomination

Committee

attendance

Chairman

Carl-Peter Forster

7 (7)

–

4 (4)

100%

Executive Directors

Patrick André

7 (7)

–

100%

Mark Collis

7 (7)

–

100%

Non-executive Directors

Carla Bailo

7 (7)

4 (4)

6 (6)

4 (4)

100%

Italia Boninelli

7 (7)

4 (4)

6 (6)

4 (4)

100%

Dinggui Gao

7 (7)

4 (4)

6 (6)

4 (4)

100%

Friederike Helfer

7 (7)

4 (4)

6 (6)

4 (4)

100%

Eva Lindqvist

7 (7)

4 (4)

6 (6)

4 (4)

100%

Robert MacLeod

7 (7)

4 (4)

6 (6)

4 (4)

100%

The table reﬂects the number of Board and Committee meetings that the Directors could have attended during the year.

The Chairman and Non-executive Directors have letters of

appointment which set out the terms and conditions of their

directorship. An indication of the anticipated time commitment is

provided in recruitment role speciﬁcations, and each Non-executive

Director’s letter of appointment provides details of the meetings

that they are expected to attend, along with the need to

accommodate travelling time. Non-executive Directors are

required to set aside suﬃcient time to prepare for meetings, and

to regularly refresh and update their skills and knowledge.

Copies of all contracts of service or, where applicable, letters of

appointment of the Directors, are available for inspection during

business hours at the registered oﬃce of the Company and are

available for inspection at the location of the Annual General

Meeting (AGM) for 15 minutes prior to and during each AGM.

All Non-executive Directors have agreed to commit suﬃcient time

for the proper performance of their responsibilities,

acknowledging that this will vary from year to year depending on

the Group’s activities. This time commitment allows for visiting

operational and customer sites around the Group. The Chairman

in particular dedicates a signiﬁcant amount of time to Vesuvius in

discharging his duties.

Strategic report

Governance

Financial statements

Directors are expected to attend all scheduled Board and

Committee meetings and any additional ad hoc meetings as

required. Each Director’s other signiﬁcant commitments are

disclosed to the Board during the process prior to their

appointment and they are obliged to notify the Board of any

subsequent changes.

The Company has reviewed the availability of the Chairman and

the Non-executive Directors when performing their duties and

continues to consider that each of them can, and in practice does,

devote the necessary amount of time to the Company’s business.

Composition, evaluation and succession

Appointment and replacement of Directors

The Company’s Articles of Association specify that Board

membership should not be fewer than ﬁve nor more than 15

Directors, save that the Company may, by ordinary resolution,

from time to time, vary this minimum and/or maximum number.

The Articles also specify that, at every AGM, any Director who has

been appointed by the Vesuvius Board since the last AGM,

together with any Director who held oﬃce at the time of the two

preceding AGMs and who did not retire at either of them, shall

retire from oﬃce. However, in accordance with the requirements

of the Code, all Directors will oﬀer themselves for re-election at

the 2026 AGM. The Board believes that each of the current

Directors continues to be eﬀective and demonstrates

commitment to their respective role. Accordingly, the Board

recommends that shareholders approve the resolutions to be

proposed at the 2026 AGM relating to the election of the

Directors. Biographical details of the Directors oﬀering

themselves for election, including details of their other

directorships and relevant skills and experience, will be set out in

the 2026 Notice of AGM. The Directors’ biographies are also set

out on pages 74 and 75 of this Annual Report.

As explained in the Nomination Committee’s report on page 93,

recommendations for appointments to the Board are made by

the Nomination Committee, which is also responsible for

overseeing the maintenance of an eﬀective succession plan for

the Board and senior management.

A comprehensive induction programme is available to new

Directors. The induction programme is tailored to meet the

requirements of the individual appointee and explains the

dynamics and operations of the Group, and its markets and

technology. The induction includes, as a minimum, a series of

meetings with key Group executives, along with site visits to the

Group’s key strategic sites. Further details are set out in the

Nomination Committee report on page 94.

The Chairman, through the Company Secretary, continues to

ensure that there is an ongoing process to review training and

development needs for members of the Board. Directors are

provided with details of seminars and training courses relevant to

their role and are encouraged to attend them. External input on

legal and regulatory developments impacting the business is

also given, as appropriate, with specialist advisers invited to

the Board and Committee meetings to provide brieﬁngs on

material developments.

In 2025, regulatory updates were provided as a standing item at

each Board meeting in a Secretary’s Report and at each

Remuneration Committee meeting in a Remuneration Update

Report. Information on developments impacting the work of the

Audit Committee is provided to the Committee by the Finance

team and Auditors. In 2025, the Board received presentations on

material topics such as the continuing changes in political and

industrial dynamics, and the Audit Committee continued to review

the progress of the Company’s work on the new corporate reform

measures which will require the Board to conﬁrm the eﬀectiveness

of the Company’s material controls.

Performance evaluation

The Board carries out an evaluation of its performance and that

of its Committees and individual Directors, including the

Chairman, every year. Details of the evaluation conducted in 2025

can be found in the Nomination Committee report.

Audit, risk and internal control

The Board is responsible for setting the Group’s risk appetite and

ensuring that appropriate risk management systems are in place.

The Audit Committee assists the Board in reviewing the

eﬀectiveness of the system of internal control, including ﬁnancial,

operational and compliance controls, and risk management

systems. The Group’s approach to risk management and internal

control is discussed on pages 61-65 and the Group’s principal risks

and how they are being managed or mitigated are detailed on

pages 66 and 67. The Viability Statement which considers the

Group’s future prospects is included on page 65. Risk

management and internal control are also discussed in

greater detail in the Audit Committee report.

All of the independent Non-executive Directors serve on both the

Audit and Remuneration Committees. They therefore bring their

experience and knowledge of the activities of each Committee to

bear when considering critical areas of judgement. This means

that, for example, the Directors are able to consider carefully the

impact of incentive arrangements on the Group’s risk proﬁle and

ensure that the Group’s Remuneration Policy and programme are

structured to align with the long-term objectives and risk appetite

of the Company.

Remuneration

The Directors’ Remuneration Report on pages 97 to 124 is

incorporated into this Corporate Governance Report by

reference. It describes the work of the Remuneration Committee

in developing the Group’s policy on executive remuneration,

determining Director and senior management remuneration,

reviewing workforce remuneration and related policies – including

ensuring that these align with the Group’s strategic objectives and

culture, and overseeing the operation of the executive share

incentive plans. It also includes information on the Group’s

remuneration advisers.

Vesuvius plc

Annual Report and Financial Statements 2025

Corporate Governance Statement

continued

Dear Shareholder

I’m pleased to present the Audit Committee’s report for 2025.

The foundation of the Committee’s work is a recurring programme

of activities which are deﬁned in an annual rolling timetable. The

Committee then considers additional items as matters arise or

priorities change. In 2025, in conjunction with the CFO, I reviewed

the rolling agenda of the Committee to ensure that it remained

relevant and that the Committee was addressing the key ﬁnancial,

risk and control, and audit matters. During the year, alongside the

usual items of business, the Committee developed a plan for the

forthcoming external audit tender, reviewed procurement

processes in Brazil, and undertook a ‘deep dive’ on the Group’s

inventory. In addition, it received a presentation from the Foundry

Finance VP on Foundry ﬁnance matters and further updates on

the implementation of the ﬁnance function strategy, which is

focused on enhancing business support, driving eﬃciency,

and strengthening internal controls.

Robert MacLeod

Chair of the Audit Committee

11 March 2026

Membership and attendees

The Audit Committee comprises all the independent Non-executive

Directors of the Company. It is chaired by Robert MacLeod who

is a Chartered Accountant and served as Finance Director of

W.S. Atkins Plc and Johnson Matthey Plc for ten years. Robert’s

background provides him with the ‘recent and relevant ﬁnancial

experience’ as required under the Code. The Board considers that

the Audit Committee as a whole has competence relevant to

Vesuvius’ business sector.

The Committee met four times during 2025 and once in 2026 prior

to the signing of this Annual Report. The Board Chairman, the

non-independent Non-executive Director, the Chief Executive,

the Chief Financial Oﬃcer, and the Group Head of Internal Audit

were all invited to each meeting. Other management staﬀ

attended as appropriate.

Between meetings, the Audit Committee encourages open

dialogue between the External Auditors, the management team

and the Group Head of Internal Audit to ensure that emerging

issues are addressed in a timely manner.

Role of the Committee

The Audit Committee is responsible for ensuring that policies

and procedures are in place to ensure the independence and

eﬀectiveness of the Internal and External Audit functions. It also

reviews the eﬀectiveness of the Group’s Internal and External

Audit functions, in addition to monitoring the integrity of the

Group’s ﬁnancial and narrative statements.

The Committee operates under formal terms of reference which

were reviewed during the year. They were updated to include the

new requirements in relation to the eﬀectiveness of internal

controls contained in Provision 29 under the UK Corporate

Governance Code with eﬀect from 1 January 2026. Within these

terms, the Committee and its individual members are empowered

to obtain outside legal or other independent professional advice

at the cost of the Company. These powers were not utilised during

the year.

The Committee may also secure the attendance at its meetings of

any employee or other parties with relevant experience and

expertise should it be considered necessary.

Carla Bailo

Italia Boninelli

Dinggui Gao

Eva Lindqvist

The Company Secretary is

Secretary to the Committee

Robert MacLeod

– Committee Chairman

Strategic report

Governance

Financial statements

Audit Committee

–

Reviewed the half-year and annual Financial Statements and

recommended their approval to the Board

–

Reviewed the Preliminary and Interim Results announcements

–

Reviewed the signiﬁcant issues and judgements impacting the

ﬁnancial statements, as described on page 89

–

Considered the going concern and viability statements,

including the assessment of the signiﬁcant risks to the business

model, and scenario analysis

–

Considered compliance with the TCFD reporting requirements

–

Reviewed the Group’s tax position and Tax Strategy, and

recommended that the Board approves the Group’s UK

tax strategy

–

Received a presentation from the VP Finance Foundry on the

work of the Foundry ﬁnance function

–

Undertook a ‘deep dive’ into the Group’s inventory, focusing on

the levels of aged inventory and the appropriateness of

provisions for obsolete stock

–

The Committee advised the Board on whether the Annual

Report and Financial Statements, taken as a whole, are fair,

balanced and understandable and provide the information

necessary for shareholders to assess the Group’s position and

performance, business model and strategy

–

Reviewed the 2025 Audit Strategy and approved the

engagement letter. Recommended the reappointment of PwC

to the Board and agreed the annual fees

–

Reviewed reports from PwC, including key accounting and

audit judgements

–

Monitored independence, objectivity and eﬀectiveness

–

Reviewed the ﬁndings of the FRC’s annual Audit Quality and

Inspection Report

–

Reviewed and approved the non-audit services provided

by PwC

–

Reviewed the eﬀectiveness of the External Audit process

–

Agreed the plan and timetable for the audit tender process

Financial reporting

External Audit

How the Audit Committee delivered on its responsibilities in 2025

–

Received reports from the Internal Audit function summarising

activity and ﬁndings, and monitored the actions being taken to

address recommendations

–

Reviewed the role, eﬀectiveness and resourcing of the Internal

Audit function, including for the delivery of the 2025 Internal

Audit Plan

–

Reviewed and considered the proposed 2026 Internal

Audit plan

–

Met with the Group Head of Internal Audit without

management being present

–

Met with the External Auditor without management

being present

–

Received an update on the Group’s approach to managing

cyber risk from the Group’s CFO and considered the Group’s

cyber security strategy

–

Received regular updates on the progress in implementation of

the Group’s ﬁnance strategy

–

Reviewed risk management processes and the eﬀectiveness of

internal controls

–

Considered the Group’s procedures for detecting fraud, and

carried out a review of alleged instances of fraud notiﬁed to

the Committee

–

Reviewed the progress of work to standardise and improve the

control environment for global purchasing

–

Reported to the Board on how the Committee has discharged

its responsibilities

–

Arranged for periodic reviews of its own performance and

reviewed its constitution and terms of reference to ensure it is

operating eﬀectively, and recommended any changes it

considered necessary to the Board for approval

–

Reviewed the Committee’s activities to ensure adherence to the

FRC’s Minimum Standard

–

Monitored the actions being taken by the Company to ensure it

would be able to comply with the new Provision 29 requirements

of the UK Corporate Governance Code for companies to make

a declaration of the eﬀectiveness of material controls

–

Approved amendments to its terms of reference and monitored

developments in corporate governance

–

Reviewed the results of the Committee’s performance

evaluation, including its eﬀectiveness, as part of the wider

Board evaluation process undertaken in 2025

Risk management and internal control

Governance

Vesuvius plc

Annual Report and Financial Statements 2025

Audit Committee

continued

Signiﬁcant issues and material judgements

The Committee considered the following signiﬁcant issues taking

into account the level of materiality and the degree of judgement

exercised by management.

The Committee resolved that the Group and Company have

adopted appropriate accounting policies, and that the

judgements and estimates made on each of the signiﬁcant issues

detailed below were appropriate.

Impairment of goodwill

The assessment of the carrying value of goodwill involves

signiﬁcant estimates related to future cash ﬂows, long-term

growth rates and discount rates.

The Committee received a report from management outlining

the methodology, key assumptions and sensitivity analysis.

The Committee considered whether the key assumptions were

appropriate and the extent to which the valuation was sensitive

to changes.

The Committee was satisﬁed with the assumptions used and that

a suﬃcient level of headroom remains.

Separately reported items

The Group reports certain items separately where this is

considered to provide users with a better understanding of the

underlying trading performance of the business. This includes cost

reduction programme expenses and acquisition-related

expenses. Classiﬁcation of such items is judgemental.

The Committee reviewed an analysis outlining the nature and

materiality of the expenses being reported separately prepared

by management, as well as the associated disclosures.

The Committee was satisﬁed that the items separately reported

were appropriate and disclosures suﬃciently transparent.

Acquisition accounting

During the year, the Group acquired the Molten Metal Systems

business and PiroMET. There is judgement and estimation in

accounting for acquisitions, particularly in identifying and valuing

assets and liabilities acquired.

The Committee received a paper from management outlining

the purchase price allocation exercise. The Committee reviewed

the signiﬁcant judgements and estimates used, noting that

third-party experts had been used to support the purchase

price allocation. Key estimates such as the expected useful

lives, forecast growth rates and customer attrition rates

were considered.

The Committee was satisﬁed that the key assumptions used in

valuing intangible assets were reasonable and that the acquisition

accounting had been completed appropriately.

Provisions

The Committee continues to monitor the implications of a number

of potential exposures and claims arising from litigation, product

quality, employee disputes, restructuring, environmental matters,

tax disputes and indemnities or warranties outstanding for

disposed businesses.

After due consideration and challenge, and having considered

legal advice obtained by the Group, the Committee is satisﬁed

that provisions are reasonable, and that adequate disclosure has

been made.

Fair, balanced and understandable reporting

The Committee considered all the information available to it in

reviewing the overall content of the Annual Report and Financial

Statements and the process by which it was compiled, and

provided advice to the Board that the Annual Report and

Financial Statements taken as a whole are fair, balanced

and understandable.

Risk management and internal controls

The Board has overall responsibility for establishing and

maintaining a system of risk management and internal control,

and for reviewing its eﬀectiveness; the Audit Committee assists

the Board in reviewing the eﬀectiveness of the Group’s system of

internal control, including ﬁnancial, operational and compliance

controls, and risk management systems.

Committee members participated in the Board assessment of

existing and emerging risks and ongoing mitigating actions.

In 2025, considerable work was undertaken by management in

preparation for the new Provision 29 requirements of the UK

Corporate Governance Code which became eﬀective on

1 January 2026. This included a detailed analysis of the Group’s

principal risks, disaggregating these into sub-risks, and reviewing

how these are managed and mitigated. As a result of this review,

the Committee agreed that the Protectionism and globalisation

risk and the Environmental, Social and Governance risk

would no longer be considered separate principal risks,

as they could be captured within the End-markets and

Innovation risks, respectively.

The Committee considered the Company’s going concern and

viability statements, including the nature, quantum and eﬀects of

the combination of the unlikely but signiﬁcant risks to the business

model, future performance, solvency and liquidity of the

Group. The Committee was satisﬁed that these statements

were appropriate.

The key features of the Group’s internal control system are

detailed in the Risk, viability and going concern section on page 63.

During 2025, the Committee considered the process by which

management evaluates internal controls and any control

deﬁciencies identiﬁed during the course of their review, with no

such deﬁciencies reported in 2025.

The Group continues to move towards standardisation and

strengthening of internal controls and processes, including

through harmonisation of its ERP landscape and implementing

the ﬁnance target operating model, which includes expanding the

shared services model for transactional processing activities.

The Group undertakes a range of activities to mitigate the risk of

fraud. This framework is regularly reviewed to determine areas

for improvement.

Any control issues identiﬁed by management locally or as a result

of the work performed by Group Internal Audit are escalated as

appropriate. For signiﬁcant issues, management at all levels

within the Business Unit is engaged to agree the actions and

remediation dates.

Strategic report

Governance

Financial statements

The status of the remediation is monitored in the Internal Audit

system. Where a speciﬁc audit identiﬁes multiple issues, or where

issues arise on the progress of remediation activities, the Audit

Committee continues to challenge management to identify root

causes and ensure that the right organisational structure and

people are in place to address issues eﬀectively.

The Board is responsible for the oversight and monitoring of

the Group’s Speak Up helpline, but the Audit Committee monitors

any complaints regarding fraud, accounting, internal controls and

auditing matters. During the year it reviewed the investigations

being undertaken in relation to allegations of fraud and the

implications of those allegations, as well as the actions taken

to implement improvements to the Company’s practices

and procedures.

Each year, the senior ﬁnancial, operational and functional

management of the businesses self-certify compliance with the

Group’s policies and procedures, and that adequate internal

controls are in place in their areas of responsibility. The

Committee reviewed the results of this process and considered the

impact of ﬁndings on the eﬀectiveness of internal controls.

After considering these inputs, the Committee was able to provide

assurance to the Board on the eﬀectiveness of the Group’s risk

management and internal control systems.

Internal Audit

The Group’s Internal Audit function operates on a global basis

through professionally qualiﬁed and experienced individuals. The

Group Head of Internal Audit reports directly to the CFO and the

Chair of the Audit Committee.

In 2025, the audit plan evolved to include audit scope related to

the Group’s principal risks, such as the Health and Safety

framework, and other strategic priorities. In 2026, this evolution

will continue. The categories of audit conducted in 2025 included

contract audits, entity audits, end-to-end process audits, and

second line of defence audits.

The Committee received a report from the Group Head of

Internal Audit at each of its meetings detailing progress against

the agreed plan, summarising the results of the audits conducted

and reviewing the progress of risk mitigation implementation.

Internal Audit also reported to the Committee on common themes

emerging from internal audits. These have been used to assist in

management’s assessment of risks and have informed the

development of the 2026 Internal Audit plan.

Internal Audit monitors the progress made on the resolution of

identiﬁed issues, and meetings continue to be held with each

Business Unit President to ensure that engagement on the

resolution of those issues is clearly understood at all levels of the

business and responsibility for remediation has been

appropriately assigned.

At the end of the year an internal review of the eﬀectiveness of the

Internal Audit function was undertaken.

Having considered the work of the Internal Audit function during

2025, including progress against the 2025 Internal Audit plan, the

quality of reports provided to the Committee, and the results of

the review of the function’s eﬀectiveness, the Committee

concluded that the Group Internal Audit function operated

eﬀectively during 2025, exhibiting an appropriate level of

independence and challenge.

External Audit

Auditors’ appointment

In 2017, the Company appointed PricewaterhouseCoopers LLP

(PwC) as External Auditors to the Company and the Group, and

Mazars LLP (Mazars) to audit the non-material entities within the

Group. Linda Kempenaar serves as the PwC Audit Partner

responsible for the Group audit, a role she assumed in 2025.

In accordance with statutory requirements, a mandatory

competitive tender process for the appointment of a statutory

auditor will be conducted in 2026 for the ﬁnancial year ending

31 December 2027. The Committee has spent time planning the

process in 2025 and details of the process undertaken and

outcome will be included in the 2026 Annual Report and Accounts.

2025 External Audit process

The Committee reviewed the PwC audit plan and evaluated the

Group audit scope for 2025, including assessing coverage and the

risk assessment, and concluded this was appropriate. To manage

costs and ensure that the Group maintains audit relationships

outside the ‘Big 4’, Mazars undertakes some of the Group audit

work under the direction of PwC.

PwC maintained an ongoing dialogue with the Audit Committee

throughout the year and private sessions were held without

management being present. PwC conﬁrmed that its work had not

been constrained in any way and that it was able to exercise

appropriate professional scepticism and challenge throughout

the audit process.

The Independent Auditors’ Report provided by PwC on pages 131

to 138 includes PwC’s assessment of the key audit matters. These

key audit matters are discussed in the signiﬁcant issues and

material judgements comments in this report. PwC’s report also

summarises the scope, coverage and materiality levels applied

by them.

Independence and objectivity

The Committee is responsible for safeguarding the independence

and objectivity of the External Auditors in order to ensure the

integrity of the External Audit process. It is responsible for the

implementation and monitoring of the Group’s policies on

External Audit, including the policy on the employment of former

employees of the External Auditors, and the policy on the

provision of non-audit services by the External Auditors. To assist

with its assessment of independence, the Committee also sought

regular conﬁrmation from the incumbent External Auditors

during 2025 that they considered themselves to be independent

of the Company in their own professional judgement, and within

the context of applicable professional standards. It assessed the

work of the External Auditors, reviewing compliance against

the non-audit services policy and reviewed the details of the

non-audit services provided by the External Auditors and

associated fees. As a result of its review, the Committee concluded

that the External Auditors remained appropriately independent.

Vesuvius plc

Annual Report and Financial Statements 2025

Audit Committee

continued

Statement of compliance with the Competition

and Markets Authority (CMA) Order

The Committee considers that the Company has complied

with the Statutory Audit Services for Large Companies

Market Investigation (Mandatory Use of Competitive Tender

Processes and Audit Committee Responsibilities) Order 2014

(Article 7.1), published by the CMA on 26 September 2014,

including with respect to the Audit Committee’s

responsibilities for setting the audit tender timetable,

agreeing the audit scope and fees and authorising

non-audit services.

Strategic report

Governance

Financial statements

Non-audit services

Vesuvius operates a policy for the approval of non-audit services.

A copy of the current policy is available to view in the Audit

Committee section of the Investors/Corporate Governance pages

of the Company’s website: www.vesuvius.com.

In 2025, the fees for non-audit services payable to PwC amounted

to £0.2m (2024: £0.2m). The 2025 fees relate to assurance services

related to the review of the Group’s half-year ﬁnancial statements,

quarterly reviews and tax form audits in India (as required by

regulation) and Mexico, and subscription to the PwC knowledge

database. These are services where it was considered most

eﬃcient to use PwC because of their existing knowledge of the

business or because the information required was a by-product of

the audit process. In each of the past four years the non-audit-

related fees have represented <10% of the statutory audit fees.

Eﬀectiveness of the External Audit process

Each year the Committee carries out a formal assessment of the

performance of the External Auditors. Input into the evaluation in

2025 was obtained from management and other key Company

personnel, members of the Audit Committee and the External

Audit team. The review focused on the External Auditors’ mindset

and culture, skills, character and knowledge, and the quality of

their controls and judgement.

The evaluation of the External Auditors included the

following steps:

–

A survey of key ﬁnance and non-ﬁnance stakeholders from

Corporate and in scope countries who were subject to audit

–

A commentary-based survey of Audit Committee members

focused on their experience of working with PwC

–

A review of other external evidence on PwC audit quality

(e.g. the report on PwC by the FRC)

–

Discussions with PwC and key ﬁnance and non-ﬁnance personnel

Improvements were noted in the audit approach in a number of

countries, and opportunities for further improvement, principally

to ensure greater eﬃciency in the process, were also noted.

Reappointment of PwC

The Committee is responsible for making recommendations to

the Board in relation to the appointment, reappointment and

removal of the External Auditors. After consideration of the audit

eﬀectiveness assessment, and independence and objectivity of

PwC, the Committee recommended to the Board that PwC be

reappointed. It conﬁrms that its recommendation is free from the

inﬂuence of any third party and that there are no contractual

restrictions on the choice of auditors. A resolution proposing the

reappointment of PwC will be included in the Notice of AGM

for 2026.

Factors considered by the Committee when considering the

Auditors’ reappointment

The results of its most recent review of the eﬀectiveness of

the Auditors

The results of its review of the independence and objectivity of the

Auditors, particularly in light of the provision of non-audit services

The Auditors’ ability to coordinate a global audit, working to

tight deadlines

The cost competitiveness of the Auditors in relation to the audit

costs of comparable UK companies

The tenure of the incumbent Auditors

The periodic rotation of the senior audit management assigned to

the audit of the Company

External reviews of the performance and quality of the

Auditors, including:

–

The annual report issued by the Audit Quality Review team of

the Financial Reporting Council on the work of the Auditors

–

The Auditors’ own annual Transparency Report

Audit Committee evaluation

The Audit Committee’s performance was evaluated as part of the

Board and Committee performance evaluations led by the

Company Secretary, which are further described in-depth on

page 96.

On behalf of the Audit Committee

Robert MacLeod

Chair, Audit Committee

11 March 2026

Dear Shareholder,

In 2025, the Committee continued to spend time on senior

management development and succession planning, particularly

in relation to changes in membership of the Group Executive

Committee, and on receiving detailed feedback on changes and

developments in the most senior levels of the Group’s

management. The Committee monitored the turnover, diversity

and promotional potential of staﬀ reporting to members of the

GEC, and considered the Group’s wider talent management

programme. It reviewed the talent distribution and diversity in the

Group’s senior and middle management, and the challenges and

opportunities for the Group’s talent pipeline. In addition, the

Committee reviewed progress with the Group’s diversity initiatives,

noting the positive progress made in attracting more women to

join the Group.

The Committee also instigated and oversaw a detailed externally

moderated Board evaluation process in 2025, having undertaken

an internal review the prior year.

Carl-Peter Forster

Chairman, Nomination Committee

11 March 2026

Role and responsibilities

The Nomination Committee’s foremost priorities are to ensure

that the Company has the best possible leadership and that plans

are in place for orderly succession to both the Board and Group

Executive Committee positions. The Committee ensures that the

procedure for the selection of potential candidates for Board

appointments – either as an Executive Director or independent

Non-executive Director – is formal, rigorous and transparent, and

undertaken in a manner consistent with best practice. It also

ensures that the Board is composed of individuals with the

appropriate drive, abilities, diversity and experience to lead the

Company in the delivery of its strategy, and that appointments

are made on merit, against objective criteria, with due regard to

the need to promote diversity, inclusion and equal opportunity.

The Committee is composed solely of Non-executive Directors

and is chaired by the Chair of the Board. The Chief Executive and

Chief HR Oﬃcer attend all scheduled meetings of the Committee.

Members’ biographies are set out on pages 74 and 75. The

Committee met four times during the year. It operates under

formal terms of reference, a copy of which is available on the

Group’s website at: www.vesuvius.com.

The Committee and its members are empowered to obtain

outside legal or other independent professional advice at the cost

of the Company in relation to its deliberations. These rights were

not exercised during the year. The Committee may also secure the

attendance at its meetings of any employee or other parties it

considers necessary.

Board composition

The Committee keeps the current and future membership needs

of the Board and its Committees under continual review. The

independence and diversity of the Board, along with the

Company’s ongoing compliance with the Board Diversity Policy,

and the requirements of the UK Listing Rules, as they pertain to

the Committee, are also examined as part of the Group’s annual

corporate governance review. Whilst the Board recognises that

over time the proportion of female Directors may ﬂuctuate

naturally as Board members retire and new Directors are

appointed, the Board will always seek to review a diverse list of

candidates for any Board position.

Carla Bailo

Italia Boninelli

Dinggui Gao

Friederike Helfer

Eva Lindqvist

Robert MacLeod

The Company Secretary is

Secretary to the Committee

Carl-Peter Forster

– Committee Chairman

Vesuvius plc

Annual Report and Financial Statements 2025

Nomination Committee

–

It reviewed the membership needs of the Board and its

Committees, considering the existing tenure and the

prospective rotation and retirement of Board members

–

It ensured, in line with good governance, that the Committee

continued to review succession processes for the Group’s

Executive Directors

–

It reviewed changes in senior management together with the

potential for succession of the management cadre and for the

progression of those in senior positions

–

It reviewed the rates of annual attrition and the regretted losses

in the middle and senior management groups

–

It participated in the Board’s evaluation of its performance,

reviewing the dynamics of the Committee’s operation and

performance during 2025. As part of this process, the skills and

contribution of each Non-executive Director were reviewed to

ensure that they continue to be able to allocate suﬃcient time to

fulﬁl their duties and deliver value to the Board’s deliberations

–

It reviewed the Group’s progress in achieving its diversity

targets, noting the range of nationalities represented in the

Senior Leadership Group

–

It approved the Nomination Committee report for publication

in the Annual Report

–

It updated the Committee’s terms of reference

Board composition

Succession planning and

senior management development

Committee evaluation

Diversity

Governance

How the Nomination Committee delivered on its responsibilities in 2025

Typical Director appointment process

Brief

A specialist search consultant, who does not have

any conﬂicts and has adopted the Voluntary Code of

Conduct addressing gender diversity and best practice in

search assignment, is retained to assist with the search.

Search considerations

A candidate speciﬁcation is prepared taking into

consideration the balance of skills, knowledge and

experience of the existing Directors, the diversity of the

Board, the independence of continuing Board members,

and the ongoing requirements and anticipated strategic

developments of the Group.

Review

The search consultant identiﬁes potential candidates

and produces a diverse longlist for consideration.

A shortlist is drawn up, based upon the objective criteria

identiﬁed at the beginning of the process, and these

candidates are invited for interview by a group

of Directors.

Selection

The preferred candidates then meet with other

members of the Board. Conﬁrmation is sought that

the candidate has suﬃcient time available to devote

to the role and has no potential conﬂicts of interest.

Detailed external references are taken up.

Appointment

The Committee makes a formal recommendation

to the Board for the appointment, and the Board

approves the appointment.

Induction

All new Directors participate in a tailored induction

programme to enable them to quickly assimilate

fundamental information about the business and the

Group’s operations.

Strategic report

Governance

Financial statements

A typical induction programme

Areas covered:

Provided by:

Vesuvius’ Purpose, strategy, customer and supplier landscape

and strategic priorities

Attending the Board’s June Strategy meetings and one-to-one

sessions with the CFO, BU Presidents, VP Business Development

and Chief Digital Oﬃcer

Business operations and culture

Vesuvius Technical/Product Training, site visits to key operations

as appropriate

Financial position and performance, risk management, tax and

treasury matters

Meetings with the CFO, External Audit Partner, Company

Broker, Head of Investor Relations, Group Head of Tax,

Group Treasurer

People management and Executive compensation strategy

Meetings with the Chief HR Oﬃcer, External

Remuneration Adviser

Health and safety and sustainability strategy

A meeting with the VP Sustainability, provision of policies/

procedures, access to past Board sustainability presentations

Corporate governance, Board operations, legal and

regulatory matters

Meetings with the General Counsel/Company Secretary and

Group Head of Compliance

Diversity

The Group’s policy on Diversity and Equality outlines Vesuvius’

commitment to encouraging a supportive and inclusive

culture among its global workforce, promoting diversity and

eliminating any potential discrimination in our work environment.

(See the Policy summary on page 26 and the full statement on the

Group’s website www.vesuvius.com.) Vesuvius’ Board Diversity

Policy explains how this commitment manifests in relation to the

Board, and can also be found at www.vesuvius.com.

The Nomination Committee considers the Group’s progress in

implementing the Group’s diversity policy each year and the

achievement of the Group’s diversity targets. These, including the

gender balance, as at 31 December 2025 can be found in the

People section on page 26 of this Report.

Board diversity

A large part of the work of the Nomination Committee focuses on

ensuring that the Board and its Committees have the appropriate

range of diversity, skills, experience, independence and

knowledge of the Company and the markets in which it operates

to enable them to discharge their duties and responsibilities

eﬀectively. The Board Diversity Policy conﬁrms the Group’s

commitment to maintaining a diverse Board, whilst continuing to

appoint candidates based on merit. We continue to look at

diversity in its broadest sense – reﬂected in the range of

backgrounds and experience of Board members who are drawn

from diﬀerent nationalities and have managed a variety of

complex global businesses. The Nomination Committee

recognises that diversity is a key ingredient in creating

a balanced culture for open discussions at Board level

and in minimising ‘groupthink’.

All independent Non-executive Directors serve on the Audit and

Remuneration Committees, and the Chairman and all the

Non-executive Directors serve on the Nomination Committee,

so the diversity of the Board’s principal Committees reﬂects the

diversity of our Non-executive Directors. The Nomination

Committee therefore considers the diversity of the Non-executive

Directors as a stand-alone cadre, as well as the diversity of the

Board as a whole, when considering recruitment to the Board.

In 2023, the Board set a target for at least 40% female Board

membership, with at least one of the senior Board positions (Chair,

CE, SID or CFO) to be held by a woman by the end of 2024. As at

31 December 2025, women made up 44% of the Directors

(unchanged versus 31 December 2024), and one of the senior

Board positions (SID) was held by a woman. In addition, one of the

Directors (11%) identiﬁed as having an Asian heritage, and

another Director (11%) identiﬁed as having a mixed-race

heritage, with no changes in these numbers since 31 December

2024. Currently, seven Directors hold citizenship outside the UK.

Women made up 60% of the membership of the Audit and

Remuneration Committees as at 31 December 2025 (unchanged

versus 2024), and 57% of the membership of the Nomination

Committee (unchanged versus 2024). There have been no

changes in the constitution of the Board or its Committees

between 31 December 2025 and the date of this report.

Vesuvius plc

Annual Report and Financial Statements 2025

Nomination Committee

continued

Senior management development and succession

The Committee’s succession planning activities also encompass

the senior management levels immediately below the Board,

aiming to support and encourage the growth of a pool of talent

able to step up to the Group’s top roles. As a matter of routine, the

Committee is informed of changes in personnel amongst the

Group’s most Senior Managers.

The Committee considers succession plans for each member of

the GEC. It assesses the availability of candidates who could cover

the roles on a short-term contingency basis should the need arise,

along with the pool of medium-term and long-term talent

available for future development into speciﬁc roles. It monitors the

level of turnover and diversity in the broader management group,

along with the balance of internal promotions and external

appointments into these roles.

As at 31 December 2025, the gender balance of the Directors and members of the Group Executive Committee was as follows:

Number of

Board

members

Percentage of

the Board

Number of

senior

positions on

the Board

(CE, CFO, SID

and Chair)

Number in

Group

Executive

Committee

Percentage of

Group

Executive

Committee

Men

56%

86%

Women

44%

14%

Not speciﬁed/prefer not to say

–

The data for this table was collected by asking individuals to self-report against the categories displayed.

As at 31 December 2025, the ethnic background of the Directors and members of the Group Executive Committee was as follows:

Number of

Board

members

Percentage of

the Board

Number of

senior

positions on

the Board

(CE, CFO, SID

and Chair)

Number in

Group

Executive

Committee

Percentage of

Group

Executive

Committee

White British or other White (including minority-white groups)

78%

75%

57%

Mixed/Multiple ethnic groups

11%

25%

29%

Asian/Asian British

11%

–

14%

Black/African/Caribbean/Black British

–

Other ethnic group

–

Not speciﬁed/prefer not to say

–

The data for this table was collected by asking individuals to self-report against the categories displayed.

Vesuvius Board Diversity Policy

Vesuvius recognises the value of a diverse and skilled workforce

and is committed to creating and maintaining an inclusive and

collaborative workplace culture that will provide sustainability for

the organisation into the future. Vesuvius is committed to ensuring

equality of opportunities, with the aim of promoting diversity and

inclusion. In this context, the promotion of diversity and inclusion

relates, but is not limited to, both protected and non-protected

characteristics, including gender, age, educational and

professional background, ethnicity, sexual orientation, disability

and socio-economic background.

Objectives

–

The Nomination Committee focuses on ensuring that it, the

Board and the Board’s Committees, have the appropriate

range of diversity, skills, experience, independence and

knowledge of the Company to enable them to discharge their

duties and responsibilities eﬀectively

–

The Nomination Committee ensures that all appointments to

the Board and its Committees are aligned with Vesuvius’ Policy,

and are based on merit with each candidate assessed against

objective criteria focused on the skills, experience and

knowledge required of the position, and with due regard to the

beneﬁts of diversity and inclusion on the Board

–

The Nomination Committee engages with executive search

ﬁrms in a manner which ensures that opportunities are taken

for a diverse range of candidates to be considered for

appointment. This will include ensuring that the Committee only

uses search ﬁrms that are signed up to the Voluntary Code of

Conduct for Executive Search Firms whilst continuing to appoint

candidates based on merit

–

The Nomination Committee supports senior management

eﬀorts to increase diversity in the senior management

pipeline to facilitate succession planning towards executive

Board positions.

–

With regard to ethnic diversity, the Board is committed

to ensure that at least one Director is from a minority

ethnic background

–

The Board recognises that over time the proportion of women

Directors and Directors from a minority ethnic background

may ﬂuctuate naturally as Board members retire and new

Directors are appointed

Strategic report

Governance

Financial statements

Board evaluations 2024 and 2025

In 2024, the internally facilitated Board performance evaluation identiﬁed the following priorities for future Board attention. These were

addressed during 2025 as follows:

Area

Issue

Action taken in 2025

Strategy

Continue to deepen the Board’s understanding of

the priorities and dynamics of our customer and

supplier base

Provide further information on external factors:

macro trends; market consolidation; developments

in the structure of the competitive environment

An in-depth presentation on the Group’s customer base was presented to the

Board as part of the Group Strategy meeting. The Board was also updated on

developments in raw material supply and other key purchasing issues by the Chief

Executive in his regular reports to the Board. The competitive environment was the

subject of Board discussions, which was also presented to the Board with the Group

and divisional strategy presentations held in June

People and

organisation

Focus further on senior management

capabilities and the internal pipeline for

senior management succession

The Nomination Committee received a number of updates on senior management

development, talent and succession from the CHRO and the Chief Executive. These

also highlighted future development potential within the management cadre

Board

agenda

Increase detail of Group-level strategy discussion

at the June Strategy meeting

Maintain BU President Board presentations on

key topics driving their business’s development

and performance

The June strategy meetings included a Board debate on the Group’s divisions,

supported by the Business Unit Presidents, as well as a wider debate on dynamics

and developments across all of the Group’s markets and geographies. In addition,

outside the strategy meetings, the Business Unit Presidents individually presented to

the Board on areas of speciﬁc operational focus for their respective businesses

In 2025, the Board carried out an evaluation of its performance in

the last quarter of the year. In compliance with the Code, this

evaluation was externally facilitated and undertaken by Gould

Consulting. The performance evaluation comprised:

–

Each member of the Board completing

a self-assessment questionnaire

–

The completion of a much shorter questionnaire by ﬁve

members of the GEC

–

A group conversation facilitated by Gould Consulting with

three of the GEC who were not members of the Board; and

–

Individual conversations, conducted by Gould Consulting,

with each Board member, plus the Company Secretary

Gould Consulting also attended the November Board and

Committee meetings as silent observers.

In 2025, the output of the Gould Consulting Board performance

evaluation concentrated on:

–

Board dynamics

–

Improving allocation of Board time

–

Focus on Strategy and strategic priorities

–

Strengthening the Board’s connections with the business

–

Succession planning

It was noted that the Board is considered to be well-composed with

a good, diverse range of skills. It comprises members who are highly

experienced across diﬀerent industrial sectors and geographies.

However, the Board composition has changed substantially over

the past three years and these changes have taken time to settle

when, in parallel, the Board has been faced with complex and

challenging operating conditions. The Board was found to be keen

to support management and contributed a robust and positive

inﬂuence on the eﬀective governance of the Group. The Board’s

dynamics were positively rated overall with a good level of

collaboration and high-quality debate. However, it was noted that

certain topics had generated tension in the Boardroom, which

highlighted the importance of the Board functioning well and

having the ability, where necessary, to deal with conﬂict. The Board

agenda was judged to be balanced but could beneﬁt from further

time dedicated to strategic and commercial matters.

The Committee – and the Board as a whole – discussed the

performance evaluation process and its outcomes. It was

concluded that the Board was drawing eﬀectively on the

Directors’ respective skills and experience and that each Director

did indeed continue to contribute eﬀectively to the work of the

Board. The feedback provided by Gould Consulting also

established that each of the Committees was considered to have

operated eﬀectively during the year, with well-balanced and

well-informed processes at Committee level.

These discussions on the evaluation highlighted points for further

focus in the Board’s agenda, including the need to continue to

deepen the Board’s understanding of the strategic priorities and

opportunities of the Group, strengthening the Board’s connection

with members of the senior management team, and managing the

Board’s time eﬃciently to ensure the appropriate allocation of time

to operational issues and the key drivers of business performance.

As in previous years, a set of action points was compiled from the

output of the evaluation to ensure that its key ﬁndings were

integrated into the Board’s activities. These will be implemented

by the Board in 2026, with progress reviewed throughout the year.

Committee evaluation

The Committee’s activities also formed part of the overall

externally facilitated performance evaluation of Board

eﬀectiveness during the year. A written report by Gould

Consulting was presented to the Board as a whole in this regard.

The Nomination Committee was considered to operate eﬀectively

and was considered to comprise individuals with appropriate

experience, skills and knowledge.

The quality of information provided to the Committee was rated

well. As noted above, succession plans for the Executive Directors

and other members of the senior management team were

highlighted as an area for continued focus along with senior

management quality and retention.

On behalf of the Nomination Committee

Carl-Peter Forster

Chairman, Nomination Committee

11 March 2026

Vesuvius plc

Annual Report and Financial Statements 2025

Nomination Committee

continued

Strategic report

Governance

Financial statements

Dear Shareholder,

On behalf of the Remuneration Committee (the Committee),

I am pleased to share with you our Directors’ Remuneration

Report for the year ended 31 December 2025.

This Report is divided into three sections: my statement, a reﬁned

Directors’ Remuneration Policy to be put to shareholders at the

2026 Annual General Meeting and our Annual Report on

Remuneration for the year ended 31 December 2025 which

outlines how we implemented the Directors’ Remuneration Policy

in 2025, and how we intend to apply the policy in 2026.

Background

2025 saw a continuation of challenging market conditions,

especially in Europe. Steel production outside of China remained

modest despite improving underlying demand as a result of

persistently higher Chinese exports. With the exception of

China and India, Foundry end-markets also remained weak

but broadly stable.

Notwithstanding the challenging market context, we continued to

incrementally grow our market share in Steel and we delivered

broadly stable pricing through the year. We also delivered solid

strategic progress against our published targets, with £17.8m of

cost savings delivered in 2025, and we are now targeting at least

£55m of recurring cost savings by 2028. Our acquisition of the

Molten Metal Systems business during the year increased our

exposure to the growing non-ferrous market segment and to

India, marking further progress in executing our strategic

ambitions. Increased focus was also placed on quality, with

targeted initiatives fostering greater operational discipline.

The progress we made during the year in these respects, together

with our ongoing investment in research and development and

new product introduction, ensures that we are well set for growth

as markets recover. Our solid performance is reﬂected in our

incentive payouts, as detailed below, with the Committee

comfortable that our incentives have operated as intended

during the year, delivering a fair relationship between pay

and performance.

Remuneration overview

Carla Bailo

Dinggui Gao

Eva Lindqvist

Robert MacLeod

The Company Secretary

is Secretary to the Committee

Key activities in 2025

–

Reviewing the Directors’ Remuneration Policy and approving

minor modiﬁcations

–

Reviewing and approving achievement against the

performance targets for the outcome of the 2024 Annual

Incentive arrangements

–

Setting performance targets and approving the structure

of the 2025 Annual Incentive arrangements

–

Reviewing and assessing the Company’s attainment of

performance conditions applicable to the Vesuvius Share

Plan (VSP) awards made in 2022

–

Setting the performance measures and targets, and

authorising the grant of new awards in 2025 under the VSP,

the Deferred Share Bonus Plan and the Medium Term

Incentive Plan

–

Considering the Company’s ongoing share sourcing

requirements to meet obligations under the Company’s share

plans, and funding of the Employee Beneﬁt Trust (EBT)

–

Approving the 2024 Directors’ Remuneration Report

–

Reviewing the Committee’s terms of reference

–

Approving the 2026 remuneration for the Chairman,

Chief Executive, CFO and senior management

Alignment of our KPIs with Company strategy, purpose and Values

The delivery of ﬁnancial KPIs and the development of an eﬀective organisation sustainable over the long term relies on a clear set

of Values. Vesuvius believes that high levels of performance and growth require a diversity of thinking and continuous innovation,

underpinned by the Values of courage, ownership, respect and energy. The alignment of our incentives with our strategic

objectives is summarised in the table on the following page. The reward structure operated as intended in 2025 and no changes

are proposed in the KPIs used to assess performance in 2026.

See more about

Our business model

pages 14 to 15

Directors’ Remuneration Report

Italia Boninelli

– Committee Chair

Strategic Value

alignment

Return on Sales

Free Cash Flow

Cost Savings

Sustainability

Vesuvius plc

Annual Report and Financial Statements 2025

Remuneration overview

continued

Workforce remuneration

The Committee remains cognisant of the ongoing scrutiny in

relation to executive remuneration and the need to ensure that

remuneration outcomes are appropriate within the context of

the wider stakeholder experience.

In 2025, the Group set a global salary budget at 5% of payroll

in light of the continuation of relatively high levels of inﬂation

in many of the locations in which we operate with a view to

supporting our employees through challenging times. Mindful

of the greater leverage in the remuneration structure of our

executive population, we limited the rate of base salary increases,

with both our Chief Executive and Chief Financial Oﬃcer receiving

pay increases of 3% of salary.

2025 performance and incentive outcomes

As set out in the Background section above, and the Chief

Executive’s statement, Vesuvius’ performance in 2025 showed

resilience despite diﬃcult market conditions. This was thanks to a

strong focus on delivering against our strategic priorities, which

included progressive implementation of price increases to oﬀset

cost inﬂation, delivering on our cost reduction targets and

growing our market share.

Annual Incentive Plan

With regards to the 2025 Annual Incentive Plan (AIP), targets were

set based 50% on the Group’s headline earnings per share (EPS),

30% on the Group’s working capital to sales ratio (based on the

12-month moving average) and 20% on speciﬁed personal

objectives. Aligned with the performance summary set out above,

we delivered Headline EPS (retranslated at December 2024

full-year average foreign exchange rates) of 36.9p and a working

capital to sales ratio of 23.4%. This resulted in ﬁnancial

performance outcomes at 4.6% of maximum for both the Chief

Executive and CFO. Performance against these measures is

illustrated in the charts below and full details are given on pages

115 and 116.

The Committee also set personal objectives for the Chief

Executive and CFO at the start of 2025. It has assessed their

performance to merit 87% and 88% of maximum respectively.

This reﬂects the strong strategic and operational progress

delivered during the year which included the successful acquisition

of the MMS business, consolidation of PiroMET into the Group

and the achievement of an in-year cash cost saving of £17.8m in

2025. Overall, the outcome of the Annual Incentive Plan was 21.1%

of maximum for the Chief Executive and 21.3% of maximum for

the CFO, being 36.9% and 32.0% of base salary respectively.

Vesuvius Share Plan

With regards to the 2023 Vesuvius Share Plan (VSP) award,

targets were set based 40% on relative TSR performance (versus

the FTSE 250 Index constituents excluding Investment Trusts),

40% on average post-tax ROIC and 20% on ESG metrics that

included safety, carbon reduction and diversity targets. As a result

of the Group’s TSR being above median, the Group achieving a

three-year average post-tax ROIC of 7.9% and delivering solid

performance against the ESG targets, vesting was at 28.1% of the

maximum. Performance against these measures is illustrated in

the charts below and full details are given on page 117. The

Committee was comfortable that this level of vesting was

appropriate having had regard to the challenging market

conditions and the overall progress of the Company during the

performance period and so did not use discretion in connection

with the vesting of the award.

Weighting

40%

Total shareholder return

40%

Three-year average ROIC

20%

Environmental, Social

and Governance

Long-Term incentive

Performance

31%

Patrick André,

Chief Executive

31%

Threshold

On-target

79%

Mark Collis,

Chief Financial

Oﬃcer

Weighting

Performance

50%

EPS

30%

Working capital sales

20%

Personal

Annual Incentive Plan outturn

Patrick André,

Chief Executive

Mark Collis,

Chief Financial

Oﬃcer

Threshold

On-target

12%

88%

87%

12%

Long-Term Incentive outturn

Annual Incentive Plan outturn

Strategic report

Governance

Financial statements

Remuneration policy review

The Remuneration Committee has undertaken a thorough review

of the existing Remuneration Policy and how it should be applied

for FY26. This review considered our Policy in the context of our

strategy and wider market practice as well as having regard to

‘best practice’ as detailed in the UK Corporate Governance Code

and broader shareholder and proxy agency guidance.

The key conclusion of the review work was that the current pay

model was working eﬀectively and so only very minor changes to

the policy structure are being proposed. In reaching this

conclusion the Remuneration Committee noted the feedback

from the Board that the Policy supported the Company’s strategy

and aligned with key KPIs at the same time as delivering a robust

relationship between performance and reward.

The limited changes that we propose to make are as follows:

Introducing ﬂexibility to reduce annual bonus deferral from

33% to 20% of any bonus earned and the deferral period from

three to two years once our 200% of salary share ownership

guidelines have been met. This is proposed to align with

the additional ﬂexibility included in the 2024 Investment

Association’s Principles of Remuneration. With our incentives

purposefully weighted towards long-term performance, and

with 200% of salary share ownership guidelines, the Committee

is comfortable that this approach balances alignment with

shareholders and ﬂexibility for executives.

Introducing ﬂexibility to pay Non-executive Directors’ fees in

whole or in part in shares. This change reﬂects recent guidance

from the FRC and the Investment Association which

encouraged companies to consider part payment of fees in

shares and so this change will provide ﬂexibility for Vesuvius to

do so in the future. Fees will remain payable wholly in cash in

FY26. Non-executive Directors will not be eligible to participate

in any incentive plans. We have also clariﬁed our policy wording

in relation to the reimbursement of Non-executive Directors’

expenses in relation to undertaking Company business. In

future, payments will either be by way of reimbursement

(inclusive of any tax reimbursement) or an all-inclusive

allowance to simplify Company administration.

Application of policy for FY26

Salary

Our global salary budget for FY26 was set at 3.2% with the

budgeted rates of increase varying by geography and individual

increases adjusted based on a combination of positioning against

market as well as individual performance and growth in role. With

regards to our CFO, Mark Collis, his salary has been increased by

5% for FY26. This increase reﬂects the fact that he has been in

post with Vesuvius for approaching three years and the

Committee considered it appropriate to align his pay with their

view of the market rate of the role given Mark’s consistent high

levels of performance in post since appointment. With regard to

the Chief Executive, with his salary already aligned with market

rates of pay for comparable roles, his increase for FY26 was set at

2% which was aligned with the typical rate of increase awarded

across the executive leadership team.

Annual bonus

With our performance metrics well aligned to our short-term

priorities and KPIs, no changes are to be made for FY26. The

performance metrics will remain Headline EPS (50%), working

capital to sales ratio (30%) and tailored strategic targets (20%).

The bonus targets we have set for 2026 take into account the

Board’s focus on delivering growth from our 2025 results but also

the highly cyclical nature of our end-markets and ongoing

challenging market conditions. In this context the performance

ranges we have set for our targets are wider than those set in 2025,

with a reworked payout schedule. This will enable modest bonus

awards to be earned against ﬁnancial targets for delivering

year-on-year improved performance but require out-performance

of our challenging 2026 business plan for a full payout. These

reshaped targets will be disclosed in the 2026 Directors’

Remuneration Report along with our performance against them.

The Committee is comfortable that this reﬁned approach to target

setting strikes the right balance between providing a realistic

incentive at the lower end of the performance range whilst

requiring stretch performance for a maximum payout.

Vesuvius Share Plan

With regards to our Long-Term Incentive performance metrics,

following a review of the current performance metrics in light

of our published medium-term objectives, we are planning to

retain the same performance metrics and weightings for our

FY26 awards.

The performance metrics to apply are: Relative TSR (versus the

FTSE 250 Index excluding Investment Trusts) (40% weighting);

Post-tax ROIC (40% weighting); and ESG targets (20% weighting).

These metrics have been purposefully selected to align with our

core objective of delivering long-term shareholder returns through

the delivery of proﬁtable and sustainable growth. Details of these

targets are set out in the Annual Report on Remuneration on

page 113.

With regards to our approach to setting the ROIC ﬁnancial

targets for the 2026 award, these were set with reference to

our internal plans, external market expectations for our future

performance and forecast market conditions. As detailed above

in relation to the 2026 annual bonus, the target ranges were

calibrated such that they provide a realistic incentive at the lower

end of the performance range with stretch performance required

for a maximum payout. Overall, in the current market context,

the targets are considered at least as challenging as those set in

prior years.

Vesuvius plc

Annual Report and Financial Statements 2025

100

Operation of the Remuneration Committee

Directors’ Remuneration Report

KPI

2025 weighting

2026 weighting

Strategic rationale

Annual Incentive Plan: one-year performance

Headline EPS

50%

Aligned with our strategic aim of sustainable, proﬁtable growth

Maintains the primary focus on a proﬁt measure in short-term incentivisation

Working capital/sales

30%

Consistent with our strategic aim of maintaining strong cash generation and

an eﬃcient capital structure

Personal measures

20%

Enables a focus on speciﬁc personal deliverables, managed through the

performance management system

Vesuvius Share Plan: three-year performance

Relative TSR

40%

Aligned with our strategic aim of delivering shareholders a superior return on

their investment

Post-tax ROIC

40%

Consistent with our strategic aim of generating sustainable proﬁtability and

creating shareholder value

ESG

20%

Provides a speciﬁc focus on the three priority long-term ESG measures for the

Group: CO

e emissions intensity (10%), Safety (5%) and Diversity (5%)

Chief Executive’s service contract

During the year the Remuneration Committee undertook a review

of the Chief Executive’s contractual arrangements in light of his

working patterns. As a result, the Committee is in the process of

approving revised contractual terms such that he will in future be

employed pursuant to updated contracts that take account of

the expected time he will spend in the UK and Belgium. The

changes to his contractual terms remain within the Committee’s

current Policy, with no change to his remuneration, notice period

or wider Company protections. The Company does not expect

to incur any material additional costs as a result of the changes.

The arrangements do not impact London as our corporate

Head Oﬃce.

Chairman and Non-executive Directors’ fees

With regards to the Board Chairman and wider Non-executive

fees, in light of Company-wide cost-containment measures driven

from ongoing challenging market conditions, the Board

concluded that there would be no increases awarded for 2026.

Fees will next be reviewed with eﬀect from 1 January 2027.

Employee engagement

During the year the Non-executive Directors visited plants in

Poland, Canada, Germany, Belgium, India and Brazil. Each led

direct discussions with local management teams and the

workforce on a range of topics. At larger sites, ‘town hall’ meetings

were also held and enabled a two-way dialogue on a range of

issues of interest to the workforce. In these meetings it was usual

for Non-executive Directors to present on how the Board and its

Committees operate, and on corporate governance, including

executive remuneration.

In 2025, the Remuneration Committee received a report from

the Chief HR Oﬃcer regarding workforce terms and conditions

across the globe, summarising key areas of focus, particularly the

pressure on attracting and retaining staﬀ in many key talent

markets. Work undertaken by management to address this

challenge, including considering more bespoke incentive

arrangements for certain commercial roles in Business Units

and regions, was noted by the Committee and taken into

consideration in its deliberations on executive remuneration.

Shareholder engagement

At the 2025 AGM, the Annual Report on Remuneration (excluding

the Directors’ Remuneration Policy) was supported by 99.7% of

voting shareholders and we are very grateful for this strong

demonstration of support.

With regards to the renewal of the Directors’ Remuneration Policy

at the 2026 AGM, the Committee consulted shareholders totalling

holdings of over 80% of the shareholder register. Discussions were

held, either by meeting or in writing, with shareholders totalling

holdings of over 40% of the register. The feedback received

during those discussions was that Shareholders were generally

supportive and so the Committee was comfortable approving the

changes detailed above. The Committee would like to thank

shareholders for their feedback during its discussions on the 2026

Policy renewal. The Committee and I continue to welcome any

comments or feedback from shareholders on remuneration

matters at the forthcoming AGM.

The remainder of this Directors’ Remuneration Report outlines

how we implemented the Directors’ Remuneration Policy in 2025

and how we intend to apply the Policy in 2026. I would welcome

your support for this Report and for the 2026 Remuneration Policy

at the AGM.

Italia Boninelli

Chair of the Remuneration Committee

11 March 2026

101

Strategic report

Governance

Financial statements

Remuneration Committee structure

The membership of the Remuneration Committee comprises

all of the independent Non-executive Directors of the Company.

The Committee Chair is Italia Boninelli who, together with Carla

Bailo, Dinggui Gao, Eva Lindqvist and Robert MacLeod has

served on the Committee throughout 2025.

The Committee complies with the requirements of the UK

Corporate Governance Code (the Code) for the composition of

remuneration committees. Each of the members brings a broad

experience of international businesses and an understanding of

their challenges to the work of the Committee. The Company

Secretary is Secretary to the Committee. Members’ biographies

are on pages 74 and 75.

Meetings

The Committee met six times during the year. The Group’s

Chairman, Chief Executive, Chief Financial Oﬃcer and Chief HR

Oﬃcer were invited to each meeting, together with Friederike

Helfer, Vesuvius’ non-independent Non-executive Director,

though none of them participated in discussions regarding their

own remuneration. In addition, a representative from Deloitte,

and latterly from Korn Ferry, the Remuneration Committee

advisers during 2025, attended the meetings. The attendees

supported the work of the Committee, giving critical insight into

the operational demands of the business and their application to

the overall remuneration strategy within the Group. In receiving

views on remuneration matters from the Executive Directors and

senior management, the Committee recognised the potential for

conﬂicts of interest to arise and considered the advice accordingly.

The Chair of the Committee reported the outcomes of all

meetings to the Board.

The Committee operates under formal terms of reference

which were reviewed during the year. The terms of reference

are available on the Group website: www.vesuvius.com.

The Committee members are permitted to obtain outside legal

advice at the Company’s expense in relation to their deliberations.

The Committee may also secure the attendance at its meetings

of any employee or other parties it considers necessary.

Role and responsibilities

The Committee is responsible for:

–

Determining the overall remuneration policy for the Executive

Directors, including the terms of their service agreements,

pension rights and compensation payments

–

Setting the appropriate remuneration for the Chairman,

the Executive Directors and senior management (being the

Group Executive Committee)

–

Reviewing workforce remuneration and related policies,

and the alignment of incentives and rewards with culture,

taking these into account when setting the policy for

Executive Director remuneration

–

Overseeing the operation of share incentive plans

Advice provided to the Remuneration Committee

Following a review of remuneration advisory services, and noting

that Deloitte had been appointed since 2014, the Remuneration

Committee initiated a formal tender process in 2025. As such,

Korn Ferry was appointed directly by the Committee as its

independent advisers, eﬀective from September 2025, at the

same time concluding Deloitte’s previous tenure as advisers.

Korn Ferry, a signatory to the Remuneration Consultants Group

Code of Conduct in relation to Executive Remuneration Consulting

in the UK, was appointed to provide advice on executive

remuneration matters, including remuneration structure and

policy, updates on market practice and trends, and guidance on

the implementation and operation of share incentive plans.

Korn Ferry also provides the Remuneration Committee with

ongoing calculations of total shareholder return (TSR), as did

Deloitte earlier in 2025, to enable the Committee to monitor the

performance of long-term share incentive plans. Deloitte did

not have any other connection with any individual Director,

nor does Korn Ferry.

In addition, in 2025, Deloitte provided the Group with IFRS 2

calculations for the purposes of valuing the share plan grants

and, within the wider Group, was engaged in various jurisdictions

to provide tax advisory work, and some consultancy services.

Korn Ferry was engaged, within the wider Group, in various

jurisdictions to provide recruitment and candidate search services,

and provides the Group with some talent management software

solutions. These services were carried out by separate teams to

the remuneration advisory teams which operate independently.

During 2025, Deloitte’s fees for advice to the Remuneration

Committee, charged on a time spent basis, amounted to £38,270,

whilst Korn Ferry’s amounted, on the same basis, to £51,675. No

conﬂict of interest arises as a result of other services provided by

Deloitte or Korn Ferry to the Group.

Vesuvius plc

Annual Report and Financial Statements 2025

102

The Committee is satisﬁed that the Remuneration Policy is designed to promote the long-term success of the Company in accordance

with the requirements of the Code with regard to:

The Remuneration Policy was prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies

and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the Financial Conduct

Authority’s Listing Rules and the Disclosure Guidance and Transparency Rules.

Remuneration Policy design principles

Remuneration Policy design

Clarity

Executive remuneration arrangements are

transparent with full disclosure in the

Annual Report. The Annual Incentive

structure for the Executive Directors is

based on the same structure utilised for

senior executives throughout the Group.

Long-term sustainable growth is core to the

Long-Term Incentive, and alongside

ﬁve-year holding periods clearly aligns the

interests of executives with those of the

Group’s shareholders.

Predictability

The remuneration illustrations indicate the

minimum and maximum potential

remuneration. The Committee reviews the

underlying ﬁnancial performance

of the Company over the performance

period, and the non-ﬁnancial performance

of the Group and participants, to ensure

that payout levels are justiﬁed. The

Committee has the discretion to amend

the ﬁnal vesting level if required.

Simplicity

The Policy, with its focus on three core

elements: ﬁxed pay, Annual Incentive and

Long-Term Incentive, is clear, simple and

easy to understand.

Proportionality

The Committee believes that the

performance-related elements of

remuneration have ﬁnancial targets

which are transparent, stretching

and clearly align the Executive Directors’

remuneration with the delivery of

the Group’s strategy. The Vesuvius

Share Plan rewards long-term

performance directly linked with the

Group’s strategy and results, ensuring

that only strong performance is rewarded

(see page 117).

Risk

The Committee has carefully analysed the

range of possible outcomes of awards and

believes the Policy to be fair and

proportionate, with the clear linkage to

Group proﬁtability mitigating the potential

for excessive rewards and the reliance on

audited proﬁt numbers

and externally

veriﬁed TSR targets serving to mitigate

behavioural risk. The Committee has

discretion under the Vesuvius Share Plan

to determine the vesting of awards in

accordance with the Code requirement

and malus and clawback provisions

also apply.

Alignment to culture

The Executive Directors’ incentive

arrangements are consistent with the

Group’s core strategic objective of

delivering long-term sustainable and

proﬁtable growth and support our

performance-orientated culture,

Values and purpose (see page 97).

Directors’ Remuneration Report

103

Strategic report

Governance

Financial statements

The Policy set out below contains minor policy amendments and

minor changes to the policy structure, as explained in the

Committee Chair’s letter. Such changes have been made to reﬂect

changes in the market and to address changes to the UK

Corporate Governance Code. Structural changes are limited to:

Introducing ﬂexibility to reduce annual bonus deferral from

33% to 20% of any bonus earned and the deferral period from

three to two years once our 200% of salary share ownership

guidelines have been met. This is proposed to align with the

additional ﬂexibility included in the 2024 Investment

Association’s Principles of Remuneration. With our incentives

purposefully weighted towards long-term performance, and

200% of salary share ownership guidelines, the Committee is

comfortable that this approach balances alignment with

shareholders and ﬂexibility for executives.

Introducing ﬂexibility to pay Non-executive Director fees in

whole or in part in shares. This change reﬂects recent guidance

from the FRC and the Investment Association which

encouraged companies to consider part payment of fees in

shares and so this change will provide ﬂexibility for Vesuvius to

do so in the future. Fees will remain payable wholly in cash in

FY26. Non-executive Directors will not be eligible to participate

in any incentive plans. We have also clariﬁed our policy wording

in relation to the reimbursement of Non-executive Directors’

expenses in relation to undertaking Company business. In

future, payments will either be by way of reimbursement

(inclusive of any tax reimbursement) or an all-inclusive

allowance to simplify Company administration.

For reference, the 2023 Policy, as approved by shareholders at the

AGM on 18 May 2023, can be found on pages 124 to 132 of the

2022 Annual Report, available on the www.vesuvius.com website.

Comparison of Remuneration Policy for Executive

Directors with that for other employees

The Remuneration Policy for Executive Directors is designed in line

with the remuneration philosophy set out in this report – which also

underpins remuneration for the wider Group. However, given that

remuneration structures for other employees need to reﬂect both

seniority and local market practice, they diﬀer from the policy for

Executive Directors. In particular, Executive Directors receive a

higher proportion of their remuneration in performance-related

pay and share-based payments.

All members of the Group Executive Committee participate in the

Vesuvius Share Plan and receive awards of Performance Shares,

which vest on the basis of the same performance targets set for

the Executive Directors. The level of awards granted to members

of the Group Executive Committee who don’t serve on the Board is

lower than those granted to the Executive Directors.

Middle and senior managers also participate in the Annual

Incentive Plan and, in certain cases, longer-term share or

cash-based plans, with awards predominantly based on

a blend of Group and regional or Business Unit performance

measures appropriate for the scope of participants’

responsibilities. Individual percentages of variable versus

ﬁxed remuneration and participation in share-based

structures increase as seniority increases.

Consideration of conditions elsewhere in the

Group in developing policy

The Non-executive Directors participated in a number of ‘town

hall’ meetings and site visits during the year which provided the

opportunity to engage with the workforce on a wide range of

issues, including executive remuneration where appropriate.

The Remuneration Committee also commissioned an annual

review of workforce remuneration in 2025, which reported on

general remuneration, incentives and beneﬁts practices around

the Group. The Committee takes into account all such detail

regarding the pay and employment conditions of other Group

employees when determining Executive Directors’ remuneration,

particularly when determining base salary increases, when the

Committee will consider the salary increases for other Group

employees in the same jurisdiction.

Consideration of shareholder views

Vesuvius is committed to open and transparent dialogue with

its shareholders on remuneration as well as other governance

matters. The Chair of the Committee welcomes shareholder

engagement and is available for any discussions investors wish

to have on remuneration matters.

2026 Remuneration Policy

Directors’ Remuneration Report

Vesuvius plc

Annual Report and Financial Statements 2025

104

2026 Remuneration Policy

continued

Alignment/purpose

Operation

Opportunity

Performance

Base salary

Helps to recruit and retain

Executive Directors.

Reﬂects the individual’s

experience, role and

contribution within

the Company

Base salary is reviewed annually, with

changes normally eﬀective from 1 January.

Base salary is positioned to be

market competitive when considered

against other global industrial companies,

and relevant international and FTSE 250

companies (excluding Investment Trusts).

Paid in cash, subject to local tax

and social security regulations.

Salary increases will normally not exceed

the average increase awarded to other

employees in the Group, although increases

may be made above this level at the

Committee’s discretion in appropriate

circumstances. In considering any increase

in base salary, the Committee will also take

into account:

(i)

The role and experience of the

individual

(ii)

Changes in job scope or responsibility

(iii)

Progression in the role

(e.g. for a new appointee)

(iv)

A signiﬁcant increase in the scale

of role and/or size, value or complexity

of the Group

(v)

The need to maintain market

competitiveness

No absolute maximum has been set for

Executive Director base salaries. Current

Executive Directors’ salaries are set

out in the Annual Report on Directors’

Remuneration section of

this Remuneration Report.

None.

Other beneﬁts

Provides market-aligned

beneﬁts

A range of beneﬁts including, but not

limited to: car allowance, private medical

care (including spouse and dependent

children), life insurance, disability and

health insurance, expense reimbursement

(including costs if a spouse accompanies

an Executive Director on Vesuvius business),

together with relocation allowances and

expatriate beneﬁts, in some instances

grossed up for tax, in accordance with

the Group’s policies, and participation in

any employee share scheme operated by

the Group.

There is no formal maximum as beneﬁt

costs can ﬂuctuate depending on

changes in provider, cost and

individual circumstances.

None.

Pension

Helps to recruit and retain

key employees

Ensures income

in retirement

All Executive Directors are eligible to

participate in a Company pension plan

and/or receive a cash supplement in lieu of

membership of the pension plan.

The maximum Company contribution, or

cash supplement in lieu, is aligned to the

average received by the majority of the

global workforce which is currently 17%

None.

The Remuneration Committee reserves the right to make any remuneration payments and payments for loss of oﬃce (including exercising any discretions available to it

in connection with such payments), notwithstanding that they are not in line with the Policy set out here, where the terms of the payment were agreed: (i) before the Policy

set out here came into eﬀect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were

agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the

individual becoming a Director of the Company. For these purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and, in relation to an

award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.

As analysed in the business’s Workforce Retirement Practices review conducted in 2020, as detailed on page 122 of the 2020 Annual Report.

Remuneration Policy Table for Executive Directors

105

Strategic report

Governance

Financial statements

Alignment/purpose

Operation

Opportunity

Performance

Annual Incentive

Incentivises Executive

Directors to achieve

key short-term ﬁnancial

and strategic targets

of the Group whilst

providing additional

alignment with

shareholders’ interests

through the operation of

bonus deferral

Normally 33% of any Annual Incentive

earned by Executive Directors will be

deferred into awards over shares under the

Vesuvius Deferred Share Bonus Plan which

normally vest after at least three years,

other than in speciﬁed circumstances, i.e. in

cases of dismissal for cause, as outlined on

page 109 in this Policy. These may be cash

or share settled.

Where shareholding requirements have

been met, or exceeded, the Committee

retains the discretion to reduce the deferral

amount to 20% of any Annual Incentive

earned, for a period of two years.

The Committee retains the discretion to

award participants the equivalent

value of dividends accrued during the

vesting period on any shares that vest.

Subject to malus and clawback.

Maximum Annual Incentive opportunity of

up to 175% of base salary.

The normal approach to the calibration of

targets will be as follows:

–

Below threshold: 0%

–

At threshold: Between 0% and 25%

of maximum

–

On-target: 50% of the applicable

maximum opportunity is payable

–

Maximum: 100% of the award is

payable

Payments start to accrue on meeting

the threshold level of performance,

with payments between threshold and

on-target and between on-target and

maximum normally being made on a

graduated basis.

Additional targets between the points

outlined above may be determined by

the Committee.

The Committee will normally set the

maximum bonus opportunity for each

Executive Director at the start of each year.

The Annual Incentive is normally measured

on targets set at the beginning of each year.

In unusual or exceptional circumstances,

for example where there is exceptional

economic volatility which limits visibility to

set robust 12-month targets, the Committee

may elect to set and measure targets other

than on an annual basis. The majority of

the Annual Incentive will be determined

by measure(s) of Group ﬁnancial

performance. The remainder will be based

on ﬁnancial, strategic or operational

measures appropriate to the individual

Executive Director.

The Committee may use its discretion to

amend the formulaic outturn upwards

or downwards if it does not consider the

formulaic outcome appropriate.

VSP

Vesuvius Share Plan

(VSP)

Aligns Executive

Directors’ interests with

those of shareholders

through the delivery

of shares. Rewards

Executive Directors for

achieving the strategic

objectives of growth

in shareholder value

and earnings

Assists retention of

Executive Directors

over a three-year

performance period and

the further two-year

holding period

VSP awards to Executive Directors are

granted as Performance Share awards.

These may be cash or share settled.

Awards vest three years after their award

date, other than in speciﬁed circumstances

outlined elsewhere in this Policy, subject to

the achievement of speciﬁed conditions.

All vested shares, net of any tax liabilities,

are then subject to a further two-year

holding period after the vesting date, which

will continue to apply notwithstanding

the termination of employment of the

participants during this holding period,

except at the Committee’s discretion in

exceptional circumstances, including a

change of control or where the participant

dies or has left employment due to ill health,

injury or disability.

The Committee has the discretion to

award participants the equivalent value

of dividends accrued during the vesting

period and further two-year holding period

on any shares that vest.

Subject to malus and clawback.

Executive Directors are eligible to receive

an annual award with a face value of up

to 200% of base salary in Performance

Share awards.

Vesting at threshold performance is

between 0% and 25% of the award, rising

on a graduated basis to the vesting of the

full award at maximum.

Additional targets between threshold

and maximum may be determined by

the Committee.

Vesting will be subject to performance

conditions as determined by the

Committee. Those conditions will be

disclosed in the Annual Report on

Directors’ Remuneration section of the

Remuneration Report.

At its discretion, the Committee may

elect to add additional underpinning

performance conditions.

The Company reserves the right only to

disclose certain of the performance targets

after the performance period has ended,

due to their commercial sensitivity.

Prior to any vesting, the Committee reviews

the underlying ﬁnancial performance of

the Group over the performance period,

and the non-ﬁnancial performance of the

Group and participants, to ensure that the

vesting is justiﬁed. Following this review, the

Committee has the discretion to amend the

ﬁnal vesting level if it does not consider that

it is justiﬁed.

Vesuvius plc

Annual Report and Financial Statements 2025

106

Patrick André, Chief Executive

Minimum

Target

Maximum

Fixed pay

Annual Bonus

LTIP

42%

100%

30%

27%

25%

21%

35%

29%

40%

50%

£982,331

£2,312,784

£4,755,256

£3,960,956

48%

100%

29%

29% 23%

29%

25%

35%

30%

45%

35%

£587,026

£1,232,056

£2,020,426

£2,378,776

Mark Collis, Chief Financial Oﬃcer

Minimum

Target

Maximum

Maximum, including

share price appreciation

Maximum, including

share price appreciation

Remuneration illustrations

£000

The charts below show the total remuneration for Executive

Directors for 2026 for minimum, on-target and maximum

performance. The ﬁxed elements of remuneration comprise

base salary, pension and other beneﬁts, using 2026 salary and

pension data. The assumptions on which they are calculated are

as follows:

Minimum

Fixed remuneration only.

On-target

Fixed remuneration plus on-target Annual Incentive (made at

87.5% of base salary for Patrick André and 75% for Mark Collis);

and for the Performance Share awards under the Vesuvius Share

Plan, median performance for the TSR element and the midpoint

between threshold and maximum performance for the post-tax

ROIC

and ESG performance conditions (with overall vesting at

40% of maximum, based on the vesting schedule detailed on

page 113). No share price appreciation is assumed.

Maximum

Fixed remuneration plus maximum Annual Incentive (being full

achievement of ﬁnancial and personal targets, made at 175% of

base salary for Patrick André and 150% for Mark Collis) and

100% vesting for Performance Share awards (made at 200%

of base salary for Patrick André and 150% of base salary for

Mark Collis) under the Vesuvius Share Plan. No share price

appreciation is assumed.

Maximum including assumed 50% share price

appreciation

This shows the value of the maximum scenario if 50% share price

appreciation is assumed over the three-year performance period

of the Performance Share awards.

Note: In addition, the Committee retains the discretion to award dividends (either

shares or their cash equivalent) on any shares that vest.

Illustration of the application of the Remuneration Policy for 2026

2026 Remuneration Policy

continued

107

Strategic report

Governance

Financial statements

Shareholding guidelines

The Remuneration Committee encourages Executive Directors to

build and hold a shareholding in the Company equivalent in value

to at least 200% of base salary.

Compliance with the shareholding policy is tested at the end of

each year for application in the following year, with the valuation

of any holding being taken at the higher of: (1) the share price

on the date of vesting of any shares derived from a share award,

in respect of those shares only; and (2) the average of the closing

prices of a Vesuvius ordinary share for the trading days in

that December.

Unless exceptionally the Committee determines otherwise, under

the post-employment shareholding guideline the Executive

Directors will remain subject to their shareholding requirement in

the ﬁrst year after their cessation as an Executive Director and

to 50% of the shares retained in the ﬁrst year during the second

year after such cessation, recognising that there is no requirement

to purchase additional shares if the shares held when they

cease to be an Executive Director are less than the applicable

shareholding guideline. However, in relation to shares acquired

by an Executive Director in their personal capacity, the Committee

may, where appropriate, exempt such shares from the

post-employment guideline.

Malus/clawback arrangements

The Executive Directors’ variable remuneration is subject to malus

and clawback provisions. These provide the Committee with the

ﬂexibility, if required, to withhold or recover payments made to

Executive Directors under the Annual Incentive Plan (including

deferred awards) and/or to withhold or recover share awards

granted to Executive Directors under the Vesuvius Share Plan,

including any dividends granted on such awards. The

circumstances in which the Committee could potentially elect

to apply malus and clawback provisions include: a material

misstatement in the Group’s ﬁnancial results; an error in the

calculation of the extent of payment or vesting of an incentive;

gross misconduct by an individual; or signiﬁcant ﬁnancial loss or

serious reputational damage to Vesuvius plc resulting from an

individual’s conduct; a material failure of risk management or a

serious breach of health and safety. These malus and clawback

provisions apply for a period of up to three years after the end of

a performance period (or end of the deferral period in respect of

awards made under the Vesuvius Deferred Share Bonus Plan).

The malus and clawback period has been determined based on

the Vesuvius business cycle and is deemed to be appropriate in

this context.

Performance measures

In selecting performance measures for the Annual Incentive,

the Committee seeks to reﬂect key strategic aims and the need

for a rigorous focus on ﬁnancial performance. Each year,

the Committee agrees challenging targets to ensure that

underperformance is not rewarded. The Company will not

be disclosing the speciﬁc ﬁnancial or personal objectives set

until after the relevant performance period has ended because

of commercial sensitivities. The personal objectives are all

job-speciﬁc in nature and track performance against key

strategic, organisational and operational goals.

In selecting performance measures for the Vesuvius Share Plan,

the Committee seeks to focus Executive Directors on the execution

of long-term strategy and also align their rewards with value

created for shareholders. In the Policy period, the Committee will

continually review the performance measures used to ensure that

awards are made on the basis of challenging targets that clearly

support the achievement of the Group’s strategic aims.

The Committee may vary or waive any performance condition(s)

if circumstances occur which cause it to determine that the original

condition(s) have ceased to be appropriate, provided that any

such variation or waiver is fair, reasonable and not materially

less diﬃcult to satisfy than the original condition (in its opinion).

In the event that the Committee were to make an adjustment

of this sort, a full explanation would be provided in the next

Remuneration Report.

Service contracts for Executive Directors

The Committee will periodically review the contractual terms for

new Executive Directors to ensure that these reﬂect best practice.

Service contracts currently operate on a rolling basis and are

limited to a 12-month notice period.

Patrick André is employed as Chief Executive of Vesuvius plc

pursuant to the terms of a service agreement made with the

Company dated 17 July 2017. Mark Collis is employed as

Chief Financial Oﬃcer pursuant to the terms of a service

agreement with Vesuvius plc dated 4 January 2023. Patrick

André’s appointment is terminable by Vesuvius on not less than

12 months’ written notice, and by him on not less than six months’

written notice. Mark Collis’s appointment is terminable by him

and Vesuvius on not less than six months’ written notice.

External appointments of Executive Directors

The Executive Directors do not currently serve as Non-executive

Directors of any other quoted company outside the Group.

Subject always to consent being granted by the Company for

them to take up such an appointment, were they to so serve,

the Company would allow them to retain any fees they received

for the performance of their duties.

Other

The Committee may: (a) in the event of a variation of the

Company’s share capital, demerger, special dividend or any other

corporate event which it reasonably determines justiﬁes such an

adjustment, adjust; and (b) amend the terms of awards granted

under the share schemes referred to above in accordance with

the rules of the relevant plans.

Share awards may be settled by the issue of new shares or by the

transfer of existing shares. The current share plan rules include

limits on the issuance of new shares which are 5% of share capital

over a rolling ten-year period in relation to discretionary employee

share schemes and 10% of share capital over a rolling ten-year

period in relation to all-employee share schemes. The Committee

retains ﬂexibility to update these dilution limits to reﬂect best

practice expectations from time to time.

The Committee may make minor amendments to the Policy

set out in this Policy Report (for regulatory, exchange control,

tax or administrative purposes or to take account of a change

in legislation) without obtaining shareholder approval for

that amendment.

General operation of the Policy for Executive Directors

Vesuvius plc

Annual Report and Financial Statements 2025

108

Typical event

Policy

Executive Director

appointed or promoted

On appointment or promotion of a new Executive Director, the Committee will typically use the

Remuneration Policy in force at the time of the Committee’s decision to determine ongoing

remuneration. Base salary levels will generally be set in accordance with the Remuneration Policy

current at the time of the Committee’s decision, taking into account the experience and calibre of the

appointee. Other than in exceptional circumstances, other elements of annual remuneration will,

typically, be set in line with the Remuneration Policy, including a limit on awards under the Annual

Incentive and Vesuvius Share Plan of 375% of salary in aggregate.

First year of

appointment

If appropriate the Committee may apply diﬀerent performance measures and/or targets to a

Director’s ﬁrst incentive awards in his/her year of appointment.

Service contract

agreed

Service contracts will be entered into on terms similar to those for the existing Executive Directors,

summarised in the Service contracts for Executive Directors section above.

Appointment

of Chairman or

Non-executive Director

With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will

be consistent with those applicable at the time the appointment is agreed. Variable pay will not be

considered. With respect to Non-executive Directors, fees will be consistent with the Policy at the time

the appointment is agreed. If, in exceptional circumstances, a Non-executive Director was asked to

assume an interim executive role, the Company retains the discretion to pay them appropriate

executive compensation, in line with the Policy.

Individual appointed

on a base salary below

market, contingent

on performance

If it is appropriate to appoint an individual on a base salary initially below what is adjudged to be

market positioning, contingent on individual performance, the Committee retains the discretion to

realign base salary over the one to three years following appointment, which may result in a higher

rate of annualised increase than might otherwise be awarded under the Policy. If the Committee

intends to rely on this discretion, it will be noted in the ﬁrst Remuneration Report following an

individual’s appointment.

Internal appointment

In the event that an internal appointment is made, or where a Director is appointed as a result of transfer

into the Group on an acquisition of another Company, the Committee may continue with existing

remuneration provisions for this individual, where appropriate.

Relocation required

If necessary and appropriate to secure the appointment of a candidate who has to move locations as

a result of the appointment, whether internal or external, the Committee may make additional

payments linked to relocation, above those outlined in the policy table, and would authorise the

payment of a relocation allowance and repatriation, as well as other associated international mobility

terms. Such beneﬁts would be set at a level which the Committee considers appropriate for the role and

the individual’s circumstances.

Buying out

compensation forfeited

on leaving previous

employer

In addition to the annual remuneration elements noted above, the Committee may consider buying out

terms, incentives and any other compensation arrangements forfeited on leaving a previous employer

that an individual forfeits in accepting an appointment with Vesuvius. The Committee will have the

authority to rely on Listing Rule 9.3.2 R(2) or to apply the existing limits within the Vesuvius Share Plan to

make Performance and/or Restricted Share awards on recruitment. In making any such awards, the

Committee will review the terms of any forfeited awards, including, but not limited to, vesting periods,

the performance targets (if any), the expected value of such awards on vesting and the likelihood of the

performance targets applicable to such awards (if any) being met, whilst retaining the discretion to

make any buy-out award the Committee determines is necessary and appropriate.

The Committee may also require the appointee to purchase shares in Vesuvius to a pre-agreed level

prior to vesting of any such awards. The value of any buy-out award will be capped, to ensure its

maximum value is no higher than the value of the awards that the individual forfeited on joining

Vesuvius. Any such awards will be subject to malus and clawback.

Reimbursement

of other costs

In addition to the elements noted above, the Committee may consider reimbursement of other

demonstrable, speciﬁc costs incurred by an individual in relation to their appointment (e.g. legal costs).

Policy for joining and leaving:

Recruitment policy

2026 Remuneration Policy

continued

109

Strategic report

Governance

Financial statements

Vesuvius has the option to make a payment in lieu of part or

all of the required notice period for Executive Directors. Any

such payment in lieu will consist of the base salary, pension

contributions and value of beneﬁts to which the Director would

have been entitled for the duration of the remaining notice period,

net of statutory deductions in each case. Half of any payments in

lieu of notice would be made in a lump sum, the remainder in

equal monthly instalments commencing in the month in which the

midpoint of their foregone notice period falls (and are reduced or

extinguished by salary from any role undertaken by the departing

Executive in this time). Executive Directors are subject to certain

non-compete covenants for a period of 9 to 12 months, and

non-solicitation covenants for a period of 12 months, following

the termination of their employment. Their service agreements

are governed by English law.

Executive Directors’ contracts do not contain any change of

control provisions; they do contain a duty to mitigate should

the Director ﬁnd an alternative paid occupation in any period

during which the Company must otherwise pay compensation

on early termination.

The table below summarises how the awards under the annual

bonus and Vesuvius Share Plan are typically treated in diﬀerent

leaver scenarios and on a change of control.

Whilst the Committee retains overall discretion on determining

‘good leaver’ status, it typically deﬁnes a ‘good leaver’ in

circumstances such as retirement with agreement of the

Company, ill health, disability, death, redundancy, or part of

the business in which the individual is employed or engaged

ceasing to be part of the Group. Final treatment is subject to

the Committee’s discretion.

Event

Timing

Calculation of vesting/payment

Annual Incentive Plan – during period prior to payment

Good leaver

Paid at the same time as to continuing

employees.

Annual bonus is paid only to the extent that any performance

conditions have been satisﬁed and is pro-rated for the proportion

of the ﬁnancial year worked before cessation of employment.

In determining the level of bonus to be paid, the Committee may,

at its discretion, take into account performance up to the date of

cessation or over the ﬁnancial year as a whole based on

appropriate performance measures as determined by the

Committee. The bonus may, at the Committee’s discretion,

be paid entirely in cash.

Bad leaver

Not applicable.

Individuals lose the right to their annual bonus.

Change of control

Paid on the eﬀective date

of change of control.

Annual bonus is paid only to the extent that any performance

conditions have been satisﬁed and is pro-rated for the proportion

of the ﬁnancial year worked.

Annual Incentive Plan – in respect of any amount deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan

Good leaver

On the date of the event.

Deferred awards vest in full.

Bad leaver

On the date of the event.

Other than dismissal for cause, deferred awards will vest in full.

Change of control

Within seven days of the event.

Deferred awards vest in full.

Vesuvius Share Plan

Good leaver

On normal release date (or earlier at

the Committee’s discretion).

Unvested awards vest to the extent that any performance

conditions have been satisﬁed and a pro rata reduction applies to

the value of the awards to take into account the proportion of

performance period not served, unless the Committee decides

that the reduction in the number of vested shares is inappropriate.

Bad leaver

Unvested awards lapse.

Unvested awards lapse on cessation of employment.

Change of control

On the date of the event.

Unvested awards vest to the extent that any performance

conditions have been satisﬁed and a pro rata reduction applies

for the proportion of the vesting period not served, unless the

Committee decides that the reduction in the number of vested

shares is inappropriate.

In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Deferred Share Bonus Plan and Vesuvius Share Plan will not vest

on a change of control but will instead be replaced by an equivalent grant of a new award, as determined by the Committee, in the new company.

Under the rules of the Vesuvius Share Plan, any vested shares, net of any tax liabilities, are subject to a further two-year holding period after the vesting date. The holding

period may be terminated early at the Committee’s discretion in exceptional circumstances, including a change of control or where the award holder dies or leaves

employment due to ill health, injury or disability.

Beneﬁts normally cease to be provided on the date employment

ends. However, the Committee has the discretion to (a) allow some

minor beneﬁts (such as health insurance, tax advice and

repatriation expenses) to continue to be provided for a period

following cessation or (b) enable other beneﬁts (e.g. such as

long-service gifts) to be provided where this is considered fair and

reasonable, or appropriate on the basis of local market or

Company-wide practice. In addition, the Committee retains

discretion to fund other expenses for the Executive Director; for

example, payments to meet legal fees incurred in connection with

Policy for joining and leaving:

Exit payment policy

Vesuvius plc

Annual Report and Financial Statements 2025

110

2026 Remuneration Policy

continued

termination of employment, or to meet the costs of providing

outplacement support, and de minimis termination costs up to

£5,000 to cover the transfer of mobile phone or other

administrative expenses.

The Committee reserves the right to make any other payments in

connection with a Director’s cessation of oﬃce or employment

where the payments are made in good faith in discharge of an

existing legal obligation (or by way of damages for breach of such

an obligation) or by way of a compromise or settlement of any

claim arising in connection with the cessation of a Director’s oﬃce

or employment.

In certain circumstances, the Committee may approve new

contractual arrangements with departing Executive Directors,

including (but not limited to) settlement, conﬁdentiality, restrictive

covenants and/or consultancy arrangements. These would be

used only where the Committee believed it was in the best

interests of the Company to do so.

The Company seeks to appoint Non-executive Directors who

have relevant professional knowledge and have gained

experience in a relevant industry and geographical sector,

to support diversity of expertise on the Board and match

the wide geographical spread of the Company’s activities.

Non-executive Directors attend Board, Committee and other

meetings, held mainly in the UK, together with an annual strategy

review to debate the Company’s strategic direction.

All Non-executive Directors are expected to familiarise

themselves with the scale and scope of the Company’s business

and to maintain their speciﬁc technical skills and knowledge.

The Board sets the level of fees paid to the Non-executive

Directors after considering the role and responsibilities of each

Director and the practice of other companies of a similar size and

international complexity. The Non-executive Directors do not

participate in Board discussions on their own remuneration.

Alignment/purpose

Operation

Opportunity

Performance

Fees

To attract and

retain Non-executive

Directors of the

necessary skill and

experience by oﬀering

market-competitive fees

Fees are normally reviewed every year by the Board.

Non-executive Directors are paid a base fee for the

performance of their role plus additional fees for roles

that involve signiﬁcant additional time commitment

and/or responsibility. Such roles could include, but are

not limited to, Committee chairmanship (and, where

appropriate, membership) or acting as the Senior

Independent Director. Fees may be paid in cash

and/or shares.

When travelling internationally on Company business,

all Non-executive Directors may also be provided with

additional travel allowance payments, reﬂecting the

associated time commitment, paid in cash.

The Chairman is paid a single cash fee and receives

administrative support from the Company.

Non-executive Directors and the Chairman will be

paid market-appropriate fees, with any increase

reﬂecting changes in the market or adjustments to

a speciﬁc Non-executive Director’s role.

Any travel allowances payable will take into account

the travel time incurred as necessary to fulﬁl

Company business.

No eligibility for bonuses, retirement beneﬁts or to

participate in the Group’s employee share plans.

Base fees paid to Non-executive Directors excluding

the Chairman will, in aggregate, remain within the

aggregate limit stated in our Articles, currently

being £750,000.

None.

Beneﬁts and expenses

To facilitate execution

of responsibilities

and duties required

by the role

All Non-executive Directors are reimbursed for

reasonable expenses and/or provided with allowances

in connection with carrying out their duties (this includes

covering any personal tax owing).

Should the Board deem it appropriate, additional

beneﬁts can be provided to Non-executive Directors

as required (e.g. liability insurance).

Non-executive Directors are paid in accordance with

Vesuvius’ expense and allowance procedures.

Provision of additional beneﬁts will be at the

discretion of the Board and will reﬂect the reasonable

needs of a Non-executive Director in undertaking

Company business.

None.

Policy for Non-executive Directors

Non-executive Directors

The terms of service of the Chairman and the Non-executive

Directors are contained in letters of appointment. Each

Non-executive Director is appointed subject to their election

at the Company’s ﬁrst Annual General Meeting following their

appointment and re-election at subsequent Annual General

Meetings. The Chairman is entitled to six months’ notice from the

Company. None of the other Non-executive Directors is entitled

to receive compensation for loss of oﬃce at any time.

All Non-executive Directors are subject to retirement, and election

or re-election, in accordance with the Company’s Articles of

Association. The current policy is for Non-executive Directors

to serve on the Board for a maximum of nine years, with review

at the end of three and six years, subject always to mutual

agreement and annual performance evaluation. The Board

retains discretion to extend the tenure of Non-executive Directors

beyond this time, subject to the requirements of Board balance

and independence being satisﬁed.

The table below shows the date of appointment for each of the Non-executive Directors:

Non-executive Director

Date of appointment

Carl-Peter Forster

1 November 2022

Carla Bailo

1 February 2023

Italia Boninelli

1 June 2024

Dinggui Gao

1 April 2021

Friederike Helfer

4 December 2019

Eva Lindqvist

15 May 2024

Robert MacLeod

1 September 2023

Directors’ Remuneration Report

Annual Report on Directors’ Remuneration

Executive Directors’ remuneration in the year ahead

The table below sets out the phasing of receipt of the various elements of Executive Director remuneration for 2026.


		2026	2027	2028	2029	2030	2031	Description and link to strategy
S	Base salary							Salaries are set at an appropriate level to enable the Company
								to recruit and retain key employees, and reﬂect the individual’s
								experience, role and contribution within the Company.
B	Beneﬁts							Provides normal market practice beneﬁts.
P	Pension							The pension beneﬁt helps to recruit and retain key employees
								and ensures income in retirement.
AI	Annual							The Annual Incentive incentivises the Executive Directors
	Incentive							to achieve key short-term ﬁnancial and strategic targets of
								the Group.
AI	Deferred							The deferral of a portion of the Annual Incentive increases
	Annual							alignment with shareholders.
	Incentive
VSP	Vesuvius				Holding			Awards under the Vesuvius Share Plan align Executive
	Share Plan				period			Directors’ interests with those of shareholders through the
								delivery of shares and assist in the retention of the Executive
								Directors. The VSP rewards the Executive Directors for
								achieving the strategic objectives of growth in shareholder
								value and earnings and of our three priority long-term
								ESG targets.

Strategic report

Governance

Financial statements

111

112

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

The table below sets out how the Remuneration Policy will be applied to the Executive Directors’ remuneration for 2026. Further details

about each of the elements of remuneration are set out in the Remuneration Policy.

Base salary

Patrick André

£794,300

Mark Collis

£477,800

2025: £778,680

2025: £455,000

As explained in the Committee

Chair’s Introductory Statement to

this Directors’ Remuneration

Report, the Chief Executive was

awarded a 2% increase, eﬀective

1 January 2026.

As explained in the Committee

Chair’s Introductory Statement

to this Directors’ Remuneration

Report, the CFO was awarded

a 5% increase, eﬀective

1 January 2026.

Beneﬁts

Beneﬁts for Executive

Directors may include:

–

Car allowance

–

Private medical care

–

Relocation expenses

–

Tax advice and tax

reimbursement

–

Commuting costs

–

School fees

–

Directors’ spouses’ travel

–

Administrative expenses

Pension

17% of base salary, in line with the average received by the majority of the global workforce.

Annual Incentive

Annual Incentive potential for

Patrick André, maximum value

175%

of base salary

Annual Incentive potential for

Mark Collis, maximum value

150%

of base salary

For 2026, the maximum Annual Incentive potential for Patrick André will remain at the level previously available, i.e. 175% of base

salary with target Annual Incentive potential being 87.5% of base salary for the achievement of target performance in all elements.

For Mark Collis, the potential will also remain at the level previously available, i.e. 75% at target, and 150% at maximum. Payouts will

commence and increase incrementally from 0% once the threshold performance for any of the elements has been met. As detailed

in the Chair’s Introductory Statement to this Directors’ Remuneration Report, the performance ranges that will apply to the 2026

ﬁnancial targets have been re-calibrated vis-à-vis the approach taken in prior years to better reﬂect our focus on growth in 2026 at the

same time as recognising the need to set a realistic but stretching incentive in the context of highly cyclical end-markets and current

market conditions.

33% of any Annual Incentive earned will be deferred into awards over shares, which will vest after a holding period of three years, except

in cases of dismissal for cause. Subject to shareholder approval of our 2026 Remuneration Policy at the 2026 AGM, where shareholding

requirements have been met, or exceeded, the Committee retains the discretion to reduce the deferral amount to 20% of any Annual

Incentive earned, for a period of two years.

These incentives are based 50% on Group Headline EPS, 30% on the Group’s working capital to sales ratio (based on the 12-month

moving average) and 20% on speciﬁed personal objectives.

The Company will not be disclosing the targets set until after the relevant performance period has ended because of commercial

sensitivities. Targets will be set and performance assessed so as to exclude approved restructuring costs and any unbudgeted

M&A costs.

The personal objectives for 2026 are focused on long-term strategic objectives or are job-speciﬁc in nature and track performance

against the Group’s key strategic, organisational and operational goals with a speciﬁc focus on ESG outcomes.


VSP
Vesuvius Share Plan (VSP)
Patrick André, maximum value	200%	of base salary	Share awards with a maximum value of 200% of salary will be
			granted to Patrick André and, for Mark Collis a maximum value
			of 150% of salary will be granted. The grant price for the awards
Mark Collis, maximum value	150%	of base salary	will be determined by reference to the average share price over
			the 30 calendar days prior to grant. Vesting of 40% of shares
			awarded will be based upon the Company’s TSR performance
			relative to that of the constituent companies of the FTSE 250
			(excluding Investment Trusts), 40% on post-tax return on invested
			capital (ROIC) and 20% on ESG. Targets are set out overleaf.
			Performance will be measured over three years with awards
			vesting after three years. There will then be a further two-year
			holding period applicable to the awards.

Strategic report

Governance

Financial statements

113

Targets for the VSP Awards for the year 2026

Weighting

40%

TSR ranking relative to FTSE 250

excluding Investment Trusts


	Vesting percentage
	(of total LTIP)
Below median	0%
Median	10%
Between median and	Pro rata between
upper quintile	10% and 40%
Upper quintile and above	40%

Weighting

40%

Post-tax ROIC


		Average ROIC over
	Vesting percentage	three-year
	(of total LTIP) 2	performance period
Threshold and below	0%	11.0%
Maximum	40%	14.5%

ROIC is deﬁned as Net Operating Proﬁt After Tax (NOPAT), divided by invested

capital (IC). NOPAT is deﬁned as Group trading proﬁt, plus post-tax share of JV

results, less amortisation of intangible assets calculated as an average over the

target period. (The inclusion of amortisation charges serves to reduce the

calculation of ROIC returns though we believe this to be the most appropriate

deﬁnition.) Invested capital is deﬁned as total assets excluding cash and

non-interest-bearing liabilities, less the goodwill and intangibles that arose

under IFRS 3 in respect of the Foseco acquisition in 2008, calculated as the

average of IC at the start and the end of the target period at constant currency.

Vesting between these points will be on a straight-line basis.

Weighting

20%

Environment, Social and Governance

Safety: Average Lost Time Injury Frequency Rate (LTIFR)¹

2026-2028


	Vesting percentage
	(of total LTIP) 2	Range
Threshold and below	0%	0.80
Maximum	5%	0.50

Energy: CO

e: Reduction in Scope 1 and 2 CO

e emission intensity

excluding the dolime process (vs 2019 baseline) in 2028³


	Vesting percentage
	(of total LTIP) 2	Range
Threshold and below	0%	-46%
Maximum	10%	-50%

Diversity: Gender diversity in Senior Leadership Group⁴ on

31 Dec 2028


	Vesting percentage
	(of total LTIP) 2	Range
Threshold and below	0%	21%
Maximum	5%	24%

LTIFR is the Lost Time Injury Frequency Rate, based on the number of lost time

injuries that occur during the performance period per million hours worked.

Straight-line vesting between threshold and maximum.

3. Reduction of CO

e emissions per metric tonne of product packed for shipment.

Senior Leadership Group is deﬁned as the Group Executive Committee plus the

most senior Vesuvius managers worldwide, in terms of their contribution to the

Group’s overall results and to the execution of the Group’s strategy.

Explaining the ROIC target range

The Committee has considered the Group strategy over the

period, market conditions, and historic and current estimates

of WACC provided by our ﬁnancial advisers in determining the

target range. The ROIC target excludes goodwill and intangibles

that arose upon the historic acquisition of Foseco in 2008, as the

Committee believes that this approach removes the distortive

eﬀects of that acquisition, and provides a clearer measure of

management performance. This measure is one of the

Company’s KPIs, as set out on page 17.

The targets have been set,

and performance will be assessed, excluding approved

restructuring costs. The threshold payout level remains at 0% this

year, but may change for future awards.

As detailed in the Chair’s Introductory Statement to this Directors’

Remuneration Report, the 2026 awards ROIC targets have been

re-calibrated vis-a-vis the approach taken in 2025 having had

regard to the ﬁnancial information noted above as well as

reviewing the performance achieved in 2025 and forecast market

conditions for the next three-year period. In this context, the range

set is considered to achieve the objective of setting a realistic but

stretching incentive in our business context, with the targets

viewed as being at least as challenging as those set in 2025 given

where we are in the business cycle.

Adjustments to the ROIC target range may be required should

the Board approve certain mergers, acquisitions or disposals.

For any such event that requires Board approval then

management will assess the potential impact on ROIC as part

of their broader submission, and the Committee will determine

whether any adjustment to targets should be made. In general,

the Committee will have regard to the materiality of the event

and the timing in the life of the award cycle. The intention will

be to maintain fair, stretching but achievable targets, whilst not

providing a disincentive to management to bring forward

proposals for mergers, acquisitions or disposals that are in the

Company’s interest.

Explaining the ESG metrics

The Environment, Social and Governance targets for the 2026

awards represent key strategic priorities for the management

team as well as the Board.

Safety continues to be of paramount cultural importance to

Vesuvius and progressive improvement has been made in

recent years. The targets are considered stretching in the

context of an operationally challenging environment with many

employees working remotely at customer sites and noting that,

the better our performance outcome, the exponentially harder it is

to make further progress. Lost Time Injury Frequency Rate is a

recognised metric, and is measured per million hours worked.

Energy – the reduction in Scope 1 and 2 emissions is a key feature

of the Company’s sustainability strategy (see pages 36 to 56) and

as such a measure of CO

e emission intensity is used (CO

emissions per tonne of product packed for shipment). Baseline

and current emissions have been veriﬁed by Carbon Footprint Ltd.

The targets have been set relative to the 2025 outturn of -46%

(versus the 2019 baseline) which, as outlined on page 53, reﬂected

actual performance excluding the dolime process.

Diversity – a focus on gender diversity has seen improvements in

the Senior Leadership Group of c. 150 individuals in recent years.

The Committee notes that the market for female talent in the

sector remains extremely tight and, following a review of

estimated market talent pipelines in our industry, it believes

that the target range is appropriately stretching.

114

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

Single total ﬁgure table – audited

The table below sets out the total remuneration received by Executive Directors in the ﬁnancial year under review:


	Patrick André		Mark Collis
	2025	2024	2025	2024
	(£000)	(£000)	(£000)	(£000)
Total salary	779	756	455	441
Taxable beneﬁts 1	53	78	28	27
Pension 2	132	129	77	75
Total ﬁxed pay 3	964	963	561	543
Annual Incentive 4	288	483	145	240
Long-Term Incentives 5,6,7,8	449	963	180	–
Buy-out awards 9,10	–	–	–	14
Total variable pay 11	736	1,446	326	254
Total 12	1,700	2,409	886	797

Standard beneﬁts for the Executive Directors include car allowance and private

medical care. In 2024, Patrick André also received external professional services

support, funded by the Company, in relation to clarifying his status and assessing

his liabilities associated with the forthcoming implementation of the Foreign

Income and Gains regime.

The pension ﬁgures for 2024 and 2025 for Patrick André and Mark Collis

represent the value of all cash allowances and contributions received in respect

of pension beneﬁts, at a rate of 17% of base salary, implemented in line with the

Remuneration Policy from 1 January 2023. In 2024 and 2025, for both Patrick

André and Mark Collis, pension beneﬁt comprised £10,000 contribution into

pension, with the remainder provided as a pension cash supplement.

The sum of total salary, taxable beneﬁts and pension.

This ﬁgure includes the Annual Incentive payments to be made to the Executive

Directors in relation to the year under review. 33% of any Annual Incentive

payments will be deferred into awards over shares, subject to a three-year

vesting period, and subject to no further performance measures. See page 105

for more details. Leaver and change of control provisions in relation to these

shares are set out in the Policy on page 109.

The 2024 ﬁgure represents the Performance Share awards granted to Patrick

André in 2022 under the VSP, which vested in 2025.

The value of the 2024 Long-Term Incentive, relating to the Performance Share

award granted to Patrick André under the VSP in 2022, is reﬂective of a share

price depreciation of 2.99% between the share price used at grant (402.0p),

versus the vesting share price of 390.0p. The values also include dividend vesting

at 67.35p per vested share.

The 2025 ﬁgures represent the Performance Share awards granted to Patrick

André and Mark Collis in 2023 under the VSP, which will vest in 2026.

The values of the 2025 Long-Term Incentive, relating to the Performance Share

awards granted to Patrick André and Mark Collis under the VSP in 2023, are

reﬂective of a share price depreciation of 6.20% between the share price used at

grant (405.0p), versus the Q4 2025 average share price (379.9p) used as a proxy

for the vesting price. The values also include dividend vesting at 69.35p per

vested share.

As detailed on page 126 of the 2023 Annual Report, Mark Collis received

a one-oﬀ payment to compensate for the 2022 annual incentive payment

forfeited when leaving his former employer, as well as a combination of

Restricted Share awards and Performance Shares to compensate for forfeited

equity incentives, which the Committee resolved to make in line with the

Remuneration Policy.

10.The ﬁgure quoted here for 2024 comprises the two Performance Share awards,

for which the performance period ended on 31 December 2023, but for which the

vesting performance (aligned with that of Mark Collis’s former employer) was not

as yet known at the time of publication of the 2023 Annual Report. The awards,

granted on 20 June 2023, comprised 23,820 shares due to vest at earliest on

8 April 2024, and 5,955 shares due to vest at earliest on 9 March 2026, as detailed

further on page 129 of the 2023 Annual Report. The resulting vesting performance

of these awards, as detailed on page 142 of the John Wood Group plc 2023

Annual report, was 10% of maximum. The value shown here reﬂects the vested

value of the ﬁrst of these awards based on the vesting share price of 491.5p on

8 April 2024 (reﬂecting a share price appreciation of 26.9% versus the share price

used at grant, 387.3p, that being the average closing share price for the

30 dealing days prior to the Board’s conﬁrmation of his appointment on

4 January 2023), plus dividend vesting at 6.8p per vested share; plus the vested

value of the second of these awards, due to vest on 9 March 2026, for which

the Q4 2025 average share price (379.9p) has been used as a proxy for the

vesting price.

11. The sum of the value of the Annual Incentive, Long-Term Incentives and Buy-out

awards where the performance period ended during the ﬁnancial year.

12.The sum of base salary, beneﬁts, pension, Annual Incentive, Long-Term

Incentives and buy-out awards where the performance period ended during the

ﬁnancial year.

Additional note:

13. Total 2025 Directors’ Remuneration (Executive Directors and Non-executive

Directors) is £3.431m. 2024 Directors’ Remuneration for the current Directors who

served during 2024 was £3.967m.

Executive Directors’ remuneration in year under review

Strategic report

Governance

Financial statements

115

Incentive for 2025 performance – audited

The Executive Directors are eligible to receive an Annual Incentive

calculated as a percentage of base salary, based on achievement

against speciﬁed ﬁnancial targets and personal objectives. Each

year, the Remuneration Committee establishes the performance

criteria for the forthcoming year. The ﬁnancial targets are set by

reference to the Company’s ﬁnancial budget. The target range is

set to ensure that Annual Incentives are only paid out at maximum

for signiﬁcantly exceeding performance expectations. The

Remuneration Committee considers that the setting and

attainment of these targets is important in the context of

achievement of the Company’s longer-term strategic goals.

Payouts will commence and increase incrementally from 0%

once the threshold performance for any of the elements has

been met.

The Annual Incentive has a target level at which 50% of the

maximum opportunity is payable, and a maximum performance

level at which 100% of the maximum opportunity is earned,

on a pro rata basis.

For 2025, the maximum Annual Incentive potential for the

Executive Directors was 175% of base salary for Patrick André

and 150% for Mark Collis, with their target Annual Incentive

potential being 87.5% and 75% of base salary respectively.

For the Financial Year 2025, the Executive Directors’ Annual

Incentives were based 50% on Group Headline EPS, 30% on the

Group’s working capital to sales ratio (based on the 12-month

moving average) and 20% on speciﬁed personal objectives.

Financial targets and outcomes for the Annual Incentive in 2025

The 2025 Vesuvius Group Headline EPS performance targets set out below were set at the December 2024 full-year average foreign

exchange rates, being the rates used for the 2025 budget process.

In assessing the Group’s performance against these targets, the Committee has applied adjustments to ensure a constant currency

approach, including retranslating the full-year 2025 EPS performance at December 2024 full-year average foreign exchange rates to

establish performance, consistent with practice in previous years.


	2025 Financial targets			2025 Outcomes
					Incentive outturns
				Metric	(% of salary)
Metric	Threshold	Target	Maximum	outcome	CEO	CFO
Group Headline EPS	38.9p	43.1p	47.3p	36.9p	0.0%	0.0%
Group Working Capital/Sales	23.6%	22.8%	22.0%	23.4%	6.5%	5.6%

Based on the above outcomes, the total incentive outturns related

purely to ﬁnancial objectives were 6.5% of base salary and 5.6%

of base salary for the Chief Executive and CFO respectively.

Personal objectives

In 2025, a proportion (20%) of the Annual Incentive for Executive

Directors (representing 35% of salary for the Chief Executive, and

30% of salary for the CFO) was based on the achievement of

personal objectives. The Committee sets speciﬁc target ranges

for such objectives, against which actual performance is then

measured. A summary of 2025 performance is detailed in the

following tables.

116

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

Patrick André


Summary of objective	Key objective details		Summary of outcome
Review and implement	–	Drive Company’s role in consolidation of the Steel and	–	Action plan developed and initiated to precipitate enhanced performance
Group strategy		Foundry industries		of the Foundry business
	–	Conduct top-down review of asset portfolio, and	–	Group exposure in EMEA signiﬁcantly reduced to 20%, compared with
		formulate plans to address under-performance		30% in 2023, ahead of internal plans
	–	Close at least one attractive external acquisition	–	Acquisitions ahead of plan, with that of Morgan Molten Metal Systems
		in 2025		business signed and ﬁnalised following complex and protracted legal and
				regulatory challenges and the PiroMET acquisition consolidated into the
				global business
			–	Overall objective outcome was close to maximum
Drive operational	–	Maximise pace of revised annualised cash savings, in line	–	Exit rate at over £37m, above maximum in relation to cash savings targets
performance		with the framework presented during the 2023 Capital		set at the start of the year
		Markets Day	–	New quality dashboard fully deployed, with improvement plans
	–	Signiﬁcantly progress the Group’s quality journey,		successfully deployed in three out of four ﬂagship plants and in all six other
		particularly in relation to deployment of a quality		VISO plants
		dashboard and improvement plans at ﬂagship plants	–	Overall objective outcome was close to maximum
		and VISO plants
Prepare GEC	–	Ensure successful induction of two new BU Presidents	–	Successful induction of both Nitin Jain and Manuel Delﬁno in their new BU
succession and		during 2025		President roles, including signiﬁcant management of the Foundry business
reinforce talent	–	Continue to develop internal succession pipelines		for ﬁve months to facilitate smooth transition of Manuel Delﬁno
management		for other GEC roles including CE, CFO and	–	Ongoing development of multiple succession candidates for CE, CFO and
		BU Presidents		BU President roles
			–	Overall objective outcome was close to maximum
Improve Vesuvius’	–	Drive further reduction in CO 2 emission intensity	–	Continued, signiﬁcant improvements in energy eﬃciency across the
sustainability		and drive targeted initiatives to improve gender diversity		business
performance		in the Senior Leadership Group	–	SLG gender diversity below targeted improvement levels
			–	Overall objective outcome was at target

In summary, the scores against each objective target, summarised above (disclosures tailored allowing for commercial sensitivity),

resulted in a formulaic outcome of 30.5% of contractual base salary, out of the maximum potential 35%.

Mark Collis


Summary of objective	Key objective details		Summary of outcome
Deliver progress on key	–	Drive Company’s role in consolidation of the Steel and	–	Action plan developed and initiated to precipitate enhanced performance
strategic initiatives		Foundry industries		of the Foundry business
	–	Conduct top-down review of asset portfolio, and	–	Group exposure in EMEA signiﬁcantly reduced to 20%, compared with
		formulate plans to address under-performance		30% in 2023, ahead of internal plans
	–	Close at least one attractive external acquisition	–	Acquisitions ahead of plan, with that of Morgan Molten Metal Systems
		in 2025		business signed and ﬁnalised following complex and protracted legal and
	–	Develop roadmap for delivering enhanced return on		regulatory challenges and the PiroMET acquisition consolidated into the
		sales in Foundry		global business
			–	Strong roadmap developed and instrumental guidelines set for the
				Business Units
			–	Overall objective outcome was close to maximum
Drive operational	–	Maximise pace of revised annualised cash savings, in line	–	Exit rate at over £37m, above maximum in relation to cash savings targets
performance		with the framework presented during the 2023 Capital		set at the start of the year
		Markets Day	–	Review of IT eﬃciencies ongoing and subject to ﬁnalisation in relation to
	–	Implement identiﬁed cybersecurity improvements whilst		cybersecurity improvements
		ensuring IT eﬃciencies and minimising need for	–	SAP A1 completed in all Steel division in EMEA, all Canada and 80%
		additional resources		complete in Mexico
	–	Ensure SAP A1 go live throughout Steel Division in EMEA,	–	Overall objective outcome was determined at maximum
		Canada, Mexico
Strengthen eﬃciency	–	Optimise global ﬁnance headcount	–	Finance headcount optimisation ahead of target
in the global ﬁnance	–	Implement Finance Target Operating Model across	–	FTOM fully implemented in EMEA and North America, and organisation
organisation and		EMEA, North America and Asia and ensure high quality		design completed for Asia
reinforce talent		ﬁnance leadership in each Group Business Unit	–	Oversight of the successful selection and appointment of key BU ﬁnance
management				personnel to strengthen talent
			–	Overall objective outcome was between target and maximum

In summary, the scores against each objective target, summarised above (disclosures tailored allowing for commercial sensitivity),

resulted in a formulaic outcome of 26.4% of contractual base salary, out of the maximum potential 30%.

The total Annual Incentive awards payable to Patrick André and Mark Collis, in respect of their service as Executive Directors during

2025, are therefore 36.9% and 32.0% of salary respectively, of which 33% will be deferred into awards over shares, to be held for a

period of three years, with vesting in accordance with the Remuneration Policy. Other than in cases of dismissal for cause, deferred

awards will vest in full. The Committee considered the appropriateness of this overall AIP payment in the context of the experience of

our various stakeholders during 2025 and was satisﬁed that no discretionary adjustments were required. The non-ﬁnancial outcomes,

in particular, were considered to be fully reﬂective of the strategic progress delivered during the year.

Strategic report

Governance

Financial statements

117

2023 VSP Awards (vesting in 2026) – audited

The performance period applicable to these awards ended on 31 December 2025. Further details on the number of shares awarded

are shown on page 124.


							Payout level
							(% of total
	Weighting	0% vesting	25% vesting	50% vesting	100% vesting	Performance achieved	award)
TSR relative to FTSE 250	40%	Below	Median	–	Upper	Between median	12.3%
excluding Investment Trusts 1,2		median			quintile	and upper quintile
						(Ranked 68th)
Post-tax ROIC 1	40%	8.5%	–	–	11.0%	7.9%4	0.0%
Safety: Average Lost Time	5%	1.05	–	–	0.85	0.61	5.0%
Injury Frequency Rate (LTIFR)
2023-2025
Energy: CO 2 e: Reduction in Scope	10%	-17%	–	–	-23%	-46%³	10.0%
1 and 2 CO 2 e emission intensity
(vs 2019 baseline) in 2025 3
Diversity: Gender diversity in	5%	20%	–	–	26%	21%	0.8%
the Senior Leadership Group
on 31 Dec 2025

Straight-line vesting applies between the vesting points.

TSR vesting percentage begins at 25% of maximum for median TSR outcome, with straight-line vesting applying from 25% to maximum.

Performance in relation to the Energy target reﬂects a change in the way CO2e statistics were calculated from 2024 onwards, and now shows the actual performance

excluding the dolime process. The targets for the 2023 VSP award were set based on the normal operation of the dolime process. If the dolime process had continued to

operate normally in 2025 (based on average production levels for 2019-2022), i.e. the same basis for modelling ‘normal’ performance, and the basis upon which the 2023

VSP targets were deﬁned, this would show a proforma outturn of -31%, still beyond maximum. See page 53 for further information.

Adjusted for separately reported approved restructuring costs and acquisition expenses.

Share awards granted during the ﬁnancial year – audited

VSP award

An award was granted under the VSP to selected senior executives in April 2025. UK executives receive awards in the form of nil-cost

options with a ﬂexible exercise date. This award is subject to the performance conditions described below and will vest in April 2028

(with a subsequent two-year holding period for any vested shares to April 2030).


		Maximum
		number of	Face value	Face value	Threshold	End of
Type of award	Date of grant	shares 1	(£)	(% of salary)	vesting	performance period
Patrick André	7 April 2025	399,589	£1,557,358	200%
Nil-cost option					25% of award	31 December 2027
Mark Collis	7 April 2025	175,116	£682,497	150%

In 2025, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 150% of their base salaries respectively. Awards were

calculated based on the average closing mid-market price of Vesuvius’ shares on the 30 dealing days prior to grant, of £3.8974. The maximum number of shares quoted

excludes any additional shares that may be awarded in relation to dividends accruing during the vesting and holding periods.

Vesting of the VSP awards is subject to satisfaction of the following performance conditions. Any LTIP vesting is at the discretion of the

Remuneration Committee.


	Weighting	Threshold	100% vesting
TSR relative to FTSE 250 excluding Investment Trusts 1	40%	Median	Upper quintile
Group Post-tax ROIC 1	40%	13.1%	15.4%
ESG: Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2025-2027 1,2	5%	0.80	0.50
ESG: Energy: CO 2 e: Reduction in Scope 1 and 2 energy CO 2 e
emissions intensity excluding the dolime process (vs 2019 baseline) in 2027 1,3	10%	-42%	-45%
ESG: Diversity: Gender diversity in Senior Leadership Group on 31 December 2027 1,4	5%	20%	24%

Straight-line vesting applies between the vesting points. Threshold vesting for the TSR element is 25% of maximum, and 0% of maximum for all other elements.

2. LTIFR is the Lost Time Injury Frequency Rate, based on the number of Lost Time Injuries that occur during the performance period. The calculation rate is the number of

lost time injuries that occur during the performance period per million hours worked.

3. Reduction of CO

e emissions per metric tonne of product packed for shipment.

4. Senior Leadership Group is deﬁned as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the Group’s

overall results and to the execution of the Group’s strategy. This group comprises c. 150 members (number may ﬂuctuate slightly from one year to the next based on

organisational changes).

Each of the VSP performance measures operates independently. The use of these measures is intended to align Executive Director

remuneration with shareholders’ interests. Prior to vesting, the Remuneration Committee reviews the underlying ﬁnancial and

non-ﬁnancial performance of the Company and individuals over the performance period to ensure that the vesting is justiﬁed,

and to consider whether to exercise its discretion including consideration of any potential windfall gains.

118

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

Deferred Share Bonus Plan award

33% of the Annual Incentive earned by Patrick André and Mark Collis in respect of performance in 2024 was deferred into a share

award granted in April 2025 under the Company’s Deferred Share Bonus Plan. There are no additional performance conditions

applicable to these awards. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 109.


			Number of	Face value
	Type of award	Date of grant	shares	(£)	Vesting date
Patrick André	Conditional	7 April 2025	41,300	£160,963	7 April 2028
Mark Collis	award	7 April 2025	20,537	£80,041	7 April 2028

1. The number of shares has been calculated using the share price of £3.8974

(average closing share price for the 30 dealing days prior to grant) and excludes

any additional shares that may be awarded in relation to dividends accruing

during the vesting period.

Statement of Executive Directors’

shareholding – audited

The interests of Executive Directors and their closely associated

persons in ordinary shares as at 31 December 2025, including any

interests in share options and shares provisionally awarded under

the VSP, are set out below:


		Outstanding share incentive awards
				Conditional
		Nil-cost options		awards
	Beneﬁcial	With	Without	Without
	holding in	performance	performance	performance
	shares 4	conditions 1	conditions 2	conditions 3
Patrick André	611,247	1,065,909	0	166,039
Mark Collis	97,972	453,855	595	44,391

These are Performance Shares granted under the VSP.

These are the remaining, as yet unvested buy-out share awards, awarded to

Mark Collis, which are not subject to any additional performance conditions,

as detailed on page 129 of the 2023 Annual Report. These 595 shares were

granted subject to John Wood Group plc vesting performance, for which the

performance period ended at the end of 2023, but which are not due to vest

until 9 March 2026.

These are awards granted under the Deferred Share Bonus Plan.

Mark Collis’s beneﬁcial shareholding includes 31,387 shares, awarded

as part of his buy-out share awards, and comprising: 1,349 shares plus

21 dividend-equivalent shares, which vested on 20 June 2023, which were

exercised on 25 August 2023 at a market value of 432.8 pence per share;

835 shares plus 12 dividend-equivalent shares, which vested and were exercised

on 11 March 2024 at a market value of 480.8 pence per share; 4,044 shares

plus 56 dividend-equivalent shares, which vested and were exercised on

8 April 2024 at a market value of 491.5 pence per share; 23,129 shares plus

1,776 dividend-equivalent shares, which vested and were exercised on

10 March 2025 at a market value of 392.0 pence per share; and 145 shares

plus 20 dividend-equivalent shares, which vested and were exercised on

28 April 2025 at a market value of 331.8 pence per share.

Additional notes:

All outstanding share incentive awards are nil-cost options except awards made

under the Deferred Share Bonus Plan which are conditional awards.

No awards vested without being exercised during the year, and indeed no nil-cost

options at all have vested without being exercised. For further details please see

the Appendix: Supplementary share-related information section on pages 123

and 124.

None of the other Directors, nor their spouses, nor their minor children, held

non-beneﬁcial interests in the ordinary shares of the Company during the year.

There were no changes in the interests of Patrick André and Mark Collis in the

ordinary shares of the Company in the period from 1 January 2026 to the date of

this Report.

All awards under the VSP are subject to performance conditions and continued

employment until the relevant vesting date. Full details of VSP award allocations

are set out on page 124.

10.Full details of Directors’ shareholdings and incentive awards are given in the

Company’s Register of Directors’ Interests, which is open to inspection at the

Company’s registered oﬃce during normal business hours.

Shareholding guidelines – audited

The Remuneration Committee encourages Executive Directors

to build and hold a shareholding in the Company. Under the

Remuneration Policy, the required holding is 200% of salary for all

Executive Directors. Executive Directors are required to retain at

least 50% (measured as the value after tax) of any shares received

through the operation of share schemes; in addition, permission to

sell shares held – whether acquired through the operation of share

schemes or otherwise – will not be given, other than in exceptional

circumstances, if, following the disposal, the shareholding

requirement is not achieved or is not maintained.

Compliance with the shareholding policy is tested at the end of

each year for application in the following year. Under the 2023

Remuneration Policy, the valuation of any holding is taken at the

higher of: (1) the share price on the date of vesting of any shares

derived from a share award, in respect of those shares only; and

(2) the average of the closing prices of a Vesuvius ordinary share

for the trading days in that December.

As at 31 December 2025, the Executive Directors’ shareholdings

against the shareholding guidelines contained in the Directors’

Remuneration Policy in force on that date (using the Company’s

share price averaged over the trading days of the period

1 December to 31 December 2025, of 389.4 pence per share)

were as follows:


	Actual share
	ownership	Policy share
	as a percentage	ownership as a
	of salary at	percentage
Director	31 Dec 2025	of salary	Policy met?
Patrick André	337%	200%	Yes
			In the build-up
Mark Collis	85%	200%	period

Payments to past Directors and

loss of oﬃce payments – audited

There were no payments made to any Director for loss of oﬃce,

nor any payments to past Directors, during the year ended

31 December 2025.

Strategic report

Governance

Financial statements

119

Non-executive Directors

Single total ﬁgure table – audited

The table below sets out the total remuneration received by

Non-executive Directors in the ﬁnancial year under review:


	2025			2024
	Total	Taxable		Total	Taxable
(£000)	fees 1	beneﬁts 2	Total	fees 1	beneﬁts 2	Total
Carl-Peter
Forster	282	2	284	279	3	281
Carla Bailo	100	4	104	97	6	103
Italia Boninelli 3	105	3	108	62	3	65
Dinggui Gao	88	5	93	86	7	93
Friederike
Helfer	72	1	73	74	1	76
Eva Lindqvist 4	85	5	90	53	2	55
Robert
MacLeod	89	4	93	84	4	88
Total Non-
executive
Director
remuneration	821	24	845	735	26	761

Eﬀective from 2023, total fees for Non-executive Directors now include any

stipend fees paid as a result of intercontinental travel on Vesuvius business.

The UK regulations require the inclusion of beneﬁts for Directors where these

would be taxable in the UK on the assumption that the Director is tax resident in

the UK. The ﬁgures in the table therefore include expense reimbursement and

associated tax relating to travel, accommodation and subsistence for the

Director (and, where appropriate, their spouse) in connection with attendance at

Board meetings and other corporate business during the year, which are

considered by HMRC to be taxable in the UK.

Italia Boninelli joined the Board on 1 June 2024.

Eva Lindqvist joined the Board on 15 May 2024.

Additional note:

The table excludes Kath Durrant and Douglas Hurt, who retired from the Board

in 2024. For further details please see the 2024 Annual Report.

Fee structure in 2026

The fee for the Chairman was also reviewed by the Committee

during the year and the fees for the Non-executive Directors by

the Board. It was decided that no increases would be applied and

as such the fees would remain at 2025 levels with eﬀect from

1 January 2026. The Chairman’s fee therefore remains

£270,375; the Non-executive Directors’ fees remain at £68,150.

Supplementary fees also remain at 2025 levels, with the

supplementary Senior Independent Director fee being £13,000;

supplementary fee for the Chairs of the Audit and Remuneration

Committees being £17,000; and supplementary fee for the

Non-executive Director responsible for workforce engagement

being £12,000. The stipend of £4,000, payable to Non-executive

Directors in respect of each overseas, intercontinental trip they

undertake on Vesuvius business, remains in place, with the stipend

continuing to be payable for a maximum of ﬁve such trips in any

calendar year.

Statement of Non-executive Directors’

shareholding – audited

The interests of Non-executive Directors and their closely

associated persons in ordinary shares as at 31 December 2025

are set out below:


	Beneﬁcial
	holding in
	shares
Carl-Peter Forster	–
Carla Bailo	–
Italia Boninelli	–
Dinggui Gao	–
Friederike Helfer 1	–
Eva Lindqvist	–
Robert MacLeod	14,338

1. Friederike Helfer is a Partner of, and has a ﬁnancial interest in, Cevian Capital

which held 57,249,896 ordinary shares (23.07% of Vesuvius’ issued share capital)

as at 31 December 2025 and remains 23.07% as at the date of this Report.

Additional notes:

None of the other Directors, nor their spouses, nor their minor children, held

non-beneﬁcial interests in the ordinary shares of the Company during the year.

There were no changes in the interests of the Non-executive Directors in the

ordinary shares of the Company in the period from 1 January 2026 to the date of

this Report.

Full details of Directors’ shareholdings are given in the Company’s Register of

Directors’ Interests, which is open to inspection at the Company’s registered oﬃce

during normal business hours.

120

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

Annual changes in Executive Directors’ pay versus employee pay

Executive Directors’ pay comparison

The London headquartered salaried employee workforce is presented as a voluntary disclosure of the representative comparator

group for the Vesuvius Group Parent Company as there is only one non-Director employee in the Parent Company.

Year-on-year change in pay for Directors compared to the London headquartered employee average


	2025			2024			2023			2022			2021
	Salary 2	Bonus 3	Beneﬁts 5	Salary 2	Bonus 3	Beneﬁts 5	Salary 2	Bonus 3	Beneﬁts 5	Salary 2	Bonus 3	Beneﬁts 5,6	Salary 2,4	Bonus 3	Beneﬁts 5
London
headquartered
employee
average¹	(1%) (55%)		27%	8% (40%)		90%	13%	14%	33%	(8%)	(12%)	3%	19% 236%		120%
Executive
Directors
Patrick André	3% (40%)		(11%)	5% (49%)		13%	12%	29%	(22%)	4%	(16%)	11%	11% 469%		(6%)
Mark Collis	3% (39%)		5%	5% (31%)		22%	n/a	–	n/a	n/a	–	n/a	n/a	–	n/a
Non-executive
Directors¹³	Fees 2		Beneﬁts 5	Fees 2		Beneﬁts 5	Fees 2		Beneﬁts 5	Fees 2		Beneﬁts 5,6	Fees 2		Beneﬁts 5
Carl-Peter
Forster⁷	1%		(31%)	6%		(35%)	0%		97%	n/a		n/a	n/a		n/a
Carla Bailo⁸	3%		(38%)	4%		36%	n/a		n/a	n/a		n/a	n/a		n/a
Italia Boninelli⁹	28%		(9%)	n/a		n/a	n/a		n/a	n/a		n/a	n/a		n/a
Dinggui Gao¹⁰	2%		(31%)	4%		1%	38%		121%	20%		100%	n/a		n/a
Friederike
Helfer	(3%)		0%	11%		16%	12%		(36%)	20%		(31%)	11%		969%
Eva Lindqvist¹¹	5%		119%	n/a		n/a	n/a		n/a	n/a		n/a	n/a		n/a
Robert
MacLeod¹²	(1%)		9%	35%		364%	n/a		n/a	n/a		n/a	n/a		n/a

This is the average percentage change, excluding the Executive Directors. Salaries, bonus and beneﬁts relate to the relevant ﬁnancial reporting year.

Calculated using annualised salaries/fees. Note that, as of 2023, Non-executive Director fees reﬂect the inclusion of travel stipends payable for up to ﬁve intercontinental

trips on Vesuvius business per year.

Calculated using data from the single ﬁgure table in the Annual Report. Note that for Mark Collis, the 2023 ﬁgure used for calculation is exclusive of any buy-out

incentives paid in 2023.

During 2020, all Executive and Non-executive Directors took a voluntary 20% pay reduction for six months. Other senior employees in London headquarters also took a

pay reduction between 10% and 20%, depending on their level of seniority. Therefore, the total percentage increase for Patrick André in 2021 was higher than his agreed

salary increases, as this increase is compared with actual, partly-reduced salary paid during 2020 rather than full, contractual base salary.

Beneﬁts relate to taxable travel beneﬁts, and Company pensions in the case of the Directors. It is calculated as the percentage increase or decrease on the actual ﬁgures

year-on-year and not annualised or pro-rated for any new starters. A correction has been made in this year’s report in relation to the annual change quoted in relation to

Patrick André for the year 2024: In the 2024 Annual Report this was quoted as 12%, and is now corrected to 13%.

Calculations of 2021 beneﬁts changes have been restated as compared with the 2021 Annual Report, to ensure correct alignment with single ﬁgure remuneration tables.

Carl-Peter Forster joined the Board on 1 November 2022 and took over as Chairman on 1 December 2022.

Carla Bailo joined the Board on 1 February 2023.

Italia Boninelli joined the Board on 1 June 2024 and took over as Remuneration Committee Chair on 31 July 2024.

10. Dinggui Gao joined the Board on 1 April 2021.

11.

Eva Lindqvist joined the Board on 15 May 2024.

12.

Robert MacLeod joined the Board on 1 September 2023 and took over as Audit Committee Chair on 15 May 2024, and it is that change which accounts for the

proportionally higher increase in his fees and beneﬁts in 2024 and his fees in 2025.

13.

The Non-executive Directors’ fees were reviewed and increased in 2022, 2023, 2024 and 2025.

Other regulatory disclosure requirements

Strategic report

Governance

Financial statements

121

CEO pay ratio

The UK employee workforce is the representative comparator

group to the Chief Executive, Patrick André, who is based in the

UK (albeit with a global role and responsibilities). Levels of pay

vary widely across the Group depending on geography and

local market conditions.


			50th
		25th	percentile	75th
Year	Method	percentile	(median)	percentile
2019	Option A ratio	35:1	28:1	17:1
2020	Option A ratio	32:1	24:1	13:1
2021	Option A ratio	53:1	41:1	21:1
2022	Option A ratio	60:1	46:1	24:1
2023	Option A ratio	57:1	43:1	22:1
2024	Option A ratio	50:1	34:1	14:1
2025	Option A ratio	34:1	20:1	8:1
	Total pay and
2025	beneﬁts (£)	50,739	85,072	212,014
2025	Salary (£)	44,681	74,627	149,376

The table above shows the Chief Executive pay ratios versus our

UK employees since 2019. The pay ratios compare amounts

disclosed in the single total ﬁgure table for the Group Chief

Executive to the annual full-time equivalent remuneration of our

UK employees for 2019, 2020, 2021, 2022, 2023, 2024 and 2025.

The Remuneration Committee is comfortable that the ratios

reported reﬂect the remuneration principles applied and

represent a valid basis for comparison of remuneration.

A signiﬁcant proportion of the Chief Executive’s remuneration

is based on performance-related pay, which aﬀects said

remuneration disproportionately when compared with others.

This is reﬂected in the year-on-year variation in pay ratio.

The data has been calculated in accordance with ‘Option A’ in the

Companies (Miscellaneous Reporting) Regulations 2018, because

it allows the Company to show the total annualised full-time

equivalent remuneration (salary, incentives, allowances, fees,

taxable beneﬁts) and percentiles across the ﬁnancial year as at

31 December of each year.

Amounts have been annualised for those who joined part way

through the year or who are on part-time arrangements

and exclude those who left the organisation during the

reporting period.

The approach to calculating the pay ratios is consistent with

the prior year and there have not been any changes to the

compensation models in the reporting period.

The Committee is comfortable that the principles applied and the

quantum of compensation are appropriate across the Group’s

employee base. These are regularly benchmarked to ensure

market competitiveness. There is a consistent approach of

measuring against both business and personal performance for

all those who participate in incentive programmes. The Group

continues to monitor the eﬀectiveness of all compensation

practices to identify future opportunities to ensure they remain

fair, consistent and in line with best practice.

Annual spend on employee pay

versus shareholder distributions

The charts below show the annual spend on all employees (including Executive Directors) compared with distributions made to

shareholders for 2024 and 2025:


	2025	2024
	(£m)	(£m)	Change
Employee pay 1	465.7	474.3	(1.8%)
Dividends 2 and share buybacks	92.7	123.4	(24.9%)

Employee pay includes wages and salaries, social security, share-based payments and pension costs, and other post-retirement beneﬁts. See Note 7 to the Group

Financial Statements.

Shareholder distributions/dividends includes interim and ﬁnal dividends paid in respect of each ﬁnancial year. In addition, ﬁgures quoted for both 2024 and 2025 also

reﬂect share buybacks. See Note 9 of the Company Financial Statements and Note 24 of the Group Financial Statements.

TSR performance and Chief Executive pay

The TSR performance graph compares Vesuvius’ TSR performance with that of the same investment in the FTSE 250 Index (excluding

Investment Trusts). This index has been chosen as the comparator index to reﬂect the size, international scope and diversity of the

Company. TSR is the measure of the returns that a company has provided for its shareholders, reﬂecting share price movements and

assuming reinvestment of dividends.

Vesuvius’ total

Vesuvius plc

FTSE 250 Index (excluding investment trusts)

shareholder

200

return

compared

against total

150

shareholder

return of the

FTSE 250 Index

(excluding

100

Investment

Trusts) over the

past ten years


Chief Executive pay –	François Wanecq 1					Patrick André 2
ﬁnancial year ended	31/12/16	31/12/17	31/12/18	31/12/19	31/12/20	31/12/21	31/12/22	31/12/23	31/12/24	31/12/25
Total remuneration		£1,675 1
(single ﬁgure (£000))	£1,173	£465 2	£2,022	£1,220	£936	£1,706	£2,225	£2,473	£2,409	£1,700
Annual variable pay		81% 1
(% of maximum)	50%	85% 2	83%	11%	20%	94%	76%	75%	37%	37%
Long-term variable pay		43.7% 1
(% of maximum)	0%	n/a 2	100%	63%	0%	0%	48%	50%	65%	28%

Amounts shown in respect of François Wanecq for 2017 reﬂect payments in respect of his service as Chief Executive from 1 January 2017 to 31 August 2017 and the full

value of his VSP award in relation to the performance period 2015-2017.

Amounts shown in respect of Patrick André for 2017 reﬂect payments in respect of his service as Chief Executive from 1 September 2017 to 31 December 2017.

Shareholder voting on remuneration resolutions

The 2024 Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) was approved by shareholders at the AGM

held on 16 May 2025, and the 2023 Directors’ Remuneration Policy was approved by Shareholders at the AGM held on 18 May 2023,

with the following votes:


	Votes for	Votes against	Votes withheld
Approval of the Directors’ Remuneration Policy 2023 AGM	234,279,589 (96.7%)	7,890,060 (3.3%)	8,514
Approval of the Directors’ Remuneration Report (excluding
the Directors’ Remuneration Policy) 2025 AGM	221,182,193 (99.7%)	714,502 (0.3%)	8,722

The Directors’ Remuneration Report has been approved by the Board and is signed on its behalf by:

Italia Boninelli

Chair of the Remuneration Committee

11 March 2026

122

Vesuvius plc

Annual Report and Financial Statements 2025

Annual Report on Directors’ Remuneration

continued

123

Strategic report

Governance

Financial statements

Share usage

Under the rules of the VSP, the Company has the discretion to

satisfy awards either by the transfer of Treasury shares or other

existing shares, or by the allotment of newly issued shares. Awards

made under the Deferred Share Bonus Plan to satisfy shares

awarded to Directors in respect of their Annual Incentive, and

awards made to management of the Company over shares

pursuant to the Medium-Term Incentive Plan, must be satisﬁed

out of Vesuvius shares held for this purpose by the Company’s

Employee Beneﬁt Trust (EBT).

The decision on how to satisfy awards is taken by the

Remuneration Committee, which considers the most prudent

and appropriate sourcing arrangement for the Company.

At 31 December 2025, the Company held 7,271,174 ordinary

shares in Treasury and the EBT held 1,974,099 ordinary shares.

No shares were purchased between 31 December 2025 and the

date of this report.

The EBT can be gifted Treasury shares by the Company, can

purchase shares in the open market or can subscribe for newly

issued shares, as required, to meet obligations to satisfy options

and awards that vest.

The VSP complies with the current Investment Association

guidelines on headroom which provide that overall dilution under

all plans over a rolling ten-year period should not exceed 10% of

the Company’s issued share capital, with a further limitation over

a rolling ten-year period of 5% for discretionary share schemes.

These limits remain available in full as headroom for the issue of

new shares or the transfer of Treasury shares for the Company.

No Treasury shares were transferred, or newly issued shares

allotted under the VSP during the year under review.

Deferred Share Bonus Plan allocations – audited

33% of the Annual Incentives earned by Patrick André and Mark Collis in respect of their periods of service as Directors of Vesuvius plc

were deferred into shares under the Company’s Deferred Share Bonus Plan. The following table sets out details of outstanding awards:

Grant and type of award

Total share

allocations as

at 1 Jan 2025

Additional

allocated

during

the year

Allocations

lapsed during

the year

vested

during

the year

Total share

allocations

as at

31 Dec 2025

Market price

of the

shares on

the day

before

award (p)

Earliest

vesting/

release date

Patrick André

17 March 2022

1 Deferred Bonus Shares

75,207

–

(75,207)

385

17 Mar 2025

6 April 2023

2 Deferred Bonus Shares

60,179

–

60,179

386

6 Apr 2026

8 April 20243 Deferred Bonus Shares

64,560

–

64,560

492

8 Apr 2027

7 April 2025

Deferred Bonus Shares

–

41,300

–

41,300

333

7 Apr 2028

Total

199,946

41,300

–

(75,207)

166,039

Mark Collis

8 April 20243 Deferred Bonus Shares

23,854

–

23,854

492

8 Apr 2027

7 April 2025

Deferred Bonus Shares

–

20,537

–

20,537

333

7 Apr 2028

Total

23,854

20,537

–

44,391

In 2022, Patrick André was awarded an Annual Incentive bonus in respect of his

service as a Director of Vesuvius plc in 2021 of £873,604. 33% of the bonus was

awarded in deferred shares (a conditional award). The allocation of shares was

made on 17 March 2022 and was calculated based upon the average closing

mid-market price of Vesuvius’ shares on the ﬁve dealing days before the award

was made, being £3.872. The total value of this award based on this share price

was £291,202. There were no additional performance conditions applicable to

this award, which therefore vested in full for Patrick André on the third

anniversary of the award date.

In 2023, Patrick André was awarded an Annual Incentive bonus in respect of his

service as a Director of Vesuvius plc in 2022 of £731,091. 33% of this bonus was

awarded in deferred shares (a conditional award). The allocation of shares was

made on 6 April 2023 and was calculated based upon the average closing

mid-market price of Vesuvius’ shares on the 30 dealing days before the award

was made, being £4.0495. The total value of this award based on this share price

was £243,695. There are no additional performance conditions applicable to this

award, which will therefore vest in full for Patrick André on the third anniversary

of the award date.

In 2024, Patrick André and Mark Collis were awarded Annual Incentive bonuses

in respect of their service as Directors of Vesuvius plc in 2023 of £942,480 and

£348,233 respectively. 33% of each bonus was awarded in deferred shares

(conditional awards). The allocations of shares were made on 8 April 2024 and

were calculated based upon the average closing mid-market price of Vesuvius’

shares on the 30 dealing days before the award was made, being £4.8661. The

total value of these awards based on this share price was £314,155 and £116,076

respectively. There are no additional performance conditions applicable to these

awards, which will therefore vest in full on the third anniversary of the award date.

In 2025, Patrick André and Mark Collis were awarded Annual Incentive bonuses

in respect of their service as Directors of Vesuvius plc in 2024 of £482,895 and

£240,125 respectively. 33% of each bonus was awarded in deferred shares

(conditional awards). The allocations of shares were made on 7 April 2025 and

were calculated based upon the average closing mid-market price of Vesuvius’

shares on the 30 dealing days before the award was made, being £3.8974. The

total value of these awards based on this share price was £160,963 and £80,041

respectively. There are no additional performance conditions applicable to these

awards, which will therefore vest in full on the third anniversary of the award date.

Additional notes:

5. Mark Collis did not receive an Annual Incentive bonus in 2023, therefore no bonus

was awarded in deferred shares during that year.

The mid-market closing price of Vesuvius’ shares during 2025 ranged between

313.8 pence and 421.0 pence per share, and on 31 December 2025, the last

dealing day of the year, was 396.8 pence per share.

Appendix: Supplementary share-related information

Directors’ Remuneration Report

Vesuvius plc

Annual Report and Financial Statements 2025

124

Vesuvius Share Plan award allocations – audited

The following table sets out outstanding awards that were allocated to Patrick André and Mark Collis under the VSP. All Performance

Share awards detailed below were granted in the form of nil-cost options. For Mark Collis, this table excludes the buy-out share awards

granted during 2023, which are detailed on page 129 of the 2023 Annual Report:

Grant and type of award

Total share

allocations as

at 1 Jan 2025

Additional

allocated

during

the year

Allocations

lapsed

during

the year

Shares vested

and exercised

during the year

including

dividends

Total

allocations

as at

31 Dec 2025

Market price

of the shares

on the day

before award

(p)

Performance

period

Earliest

vesting date

End of

holding

period1

Patrick André

17 March 2022²

Performance Shares

319,900

–

(111,902) (243,916)³

⁴

385

1 Jan 22-

31 Dec 24

17 Mar

2025

17 Mar

2027

6 April 20235

Performance Shares

355,599

–

355,599

386

1 Jan 23-

31 Dec 25

6 Apr

2026

6 Apr

2028

8 April 20246

Performance Shares

310,721

–

310,721

492

1 Jan 24-

31 Dec 26

8 Apr

2027

8 Apr

2029

7 April 2025

Performance Shares

–

399,589

–

399,589

333

1 Jan 25-

31 Dec 27

7 Apr

2028

7 Apr

2030

Total

986,220

399,589

(111,902)

(243,916)³

1,065,909

Mark Collis

6 April 20235

Performance Shares

142,799

–

142,799

386

1 Jan 23-

31 Dec 25

6 Apr

2026

6 Apr

2028

8 April 20246

Performance Shares

135,940

–

135,940

492

1 Jan 24-

31 Dec 26

8 Apr

2027

8 Apr

2029

7 April 2025

Performance Shares

–

175,116

–

175,116

333

1 Jan 25-

31 Dec 27

7 Apr

2028

7 Apr

2030

Total

278,739

175,116

–

453,855

Performance Shares granted from 2019 onwards are subject to a further

two-year holding period.

In 2022, Patrick André was entitled to receive an allocation of Performance

Shares worth 200% of his base salary. In light of the volatile share price, the

Committee applied its discretion so that the number of shares in this allocation

was capped at a level based upon the average closing mid-market price of

Vesuvius’ shares on the ﬁve dealing days before the February 2022 Remuneration

Committee meeting of £4.02. As a result, Patrick André received an award of

319,900 shares which, at grant, was equivalent in value to 193% of his base

salary (£1,239,653*).

Grant value was based on the average closing mid-market price of Vesuvius’

shares on the ﬁve dealing days prior to grant (£3.872).

Total shares exercised included 35,918 dividend-equivalent shares. Shares were

exercised at the point of vesting, at a market value of 390.0 pence per share.

Shareholding as at 31 Dec 2025 is zero, noting that the sum total of shares

lapsed and vested/exercised during 2025 exceeds the outstanding allocation as

at 1 Jan 2025 due to the inclusion of dividend equivalent shares in the number of

shares vested/exercised.

In 2023, Patrick André and Mark Collis were entitled to receive allocations of

Performance Shares worth 200% and 138% of their base salaries respectively**.

The award was made on 6 April 2023 and was calculated based upon the

average closing mid-market price of Vesuvius’ shares on the 30 dealing days

before the award was made, being £4.0495. As a result, Patrick André received

an award of 355,599 shares which, at grant, was equivalent in value to 200% of

his base salary (£1,439,998) and Mark Collis received an award of 142,799 shares

which, at grant, was equivalent in value to 138% of his base salary (£578,265).

Mark Collis’s entitlement in 2023, of 138%, is reﬂective of a pro-rated calculation

of the Chief Financial Oﬃcer’s normal 150% entitlement, reﬂecting his date of

joining the Company (1 April 2023), and therefore reﬂecting omission of the ﬁrst

three months of the three-year performance period related to the award.

In 2024, Patrick André and Mark Collis were entitled to receive allocations of

Performance Shares worth 200% and 150% of their base salaries respectively.

The award was made on 8 April 2024 and was calculated based upon the

average closing mid-market price of Vesuvius’ shares on the 30 dealing days

before the award was made, being £4.8661. As a result, Patrick André received

an award of 310,721 shares which, at grant, was equivalent in value to 200% of

his base salary (£1,511,999) and Mark Collis received an award of 135,940 shares

which, at grant, was equivalent in value to 150% of his base salary (£661,498).

In 2025, Patrick André and Mark Collis were entitled to receive allocations of

Performance Shares worth 200% and 150% of their base salaries respectively.

The award was made on 7 April 2025 and was calculated based upon the

average closing mid-market price of Vesuvius’ shares on the 30 dealing days

before the award was made, being £3.8974. As a result, Patrick André received

an award of 399,589 shares which, at grant, was equivalent in value to 200% of

his base salary (£1,557,358) and Mark Collis received an award of 175,116 shares

which, at grant, was equivalent in value to 150% of his base salary (£682,497).

Additional notes:

If the respective performance conditions for Patrick André’s and Mark Collis’s

awards are not met, then the awards will lapse. For awards granted from 2022

onwards, threshold level performance on TSR would entail 10.0% vesting, whilst

threshold performance on the other conditions entails 0% vesting.

The Remuneration Committee also has the discretion to award cash or shares

equivalent in value to the dividend that would have been paid during the vesting

period on the number of shares that vest.

10.The mid-market closing price of Vesuvius’ shares during 2025 ranged between

313.8 pence and 421.0 pence per share, and on 31 December 2025, the last

dealing day of the year, was 396.8 pence per share.

Appendix: Supplementary share-related information

continued

The Directors submit their Annual Report together with the

audited consolidated ﬁnancial statements of the Group and

of the Company, Vesuvius plc, registered in England and Wales

No. 8217766, for the year ended 31 December 2025.

The Companies Act 2006 requires the Company to provide

a Directors’ Report for Vesuvius plc for the year ended

31 December 2025.

The information that fulﬁls this requirement and which is

incorporated by reference into, and forms part of, this report is

included in the following sections of the Annual Report:

–

The Section 172(1) Statement

–

The Non-Financial and Sustainability Information Statement

–

The Governance section, including the Corporate

Governance Statement

–

Financial instruments: the information on ﬁnancial risk

management objectives and policies contained in Note 25 to

the Group Financial Statements

This Directors’ Report and the Strategic Report contained on pages 3 to 72 together represent the management report for the purpose

of compliance with DTR 4.1.8 R of the Financial Conduct Authority’s Disclosure and Transparency Rules.

Listing Rule 6.6.1 R

Disclosures

The following disclosures are made in compliance with the Financial Conduct Authority’s Listing Rule 6.6.1 R:

Disclosure requirement under LR 6.6.1 R

Reference/Location

(1) Interest capitalised by the Group during the year

None

(2) Publication of unaudited ﬁnancial information

Not applicable

(3) Details of any long-term incentive schemes

Pages 112 and 113

(4) Director waiver of emoluments

Not applicable

(5) Director waiver of future emoluments

Not applicable

(6) Allotment for cash of equity securities made during

the year

Not applicable

(7) Allotment for cash of equity securities made by

a major unlisted subsidiary during the year

Not applicable

(8) Details of participation of parent undertaking in

any placing made during the year

Not applicable

(9) Details of relevant material contracts in which a

Director or controlling shareholder was interested

during the year

Not applicable

(10) Contracts for the provision of services by a

controlling shareholder during the year

Not applicable

(11) Details of any arrangement under which

a shareholder has waived or agreed to waive

any dividends

Vesuvius plc holds 7,271,174 of its 10 pence ordinary

shares as Treasury shares. No dividends are payable

on these shares. The Trustee of the Company’s EBT has

agreed to waive, on an ongoing basis, any dividends

payable on shares it holds in trust for use under the

Company’s Employee Share Plans, details of which

can be found on pages 123, 124 and 127

(12) Details of where a shareholder has agreed to

waive future dividends

See above

(13) Statements relating to controlling shareholders

and ensuring company independence

Not applicable

125

Strategic report

Governance

Financial statements

Directors’ Report

Principle activities

Vesuvius is a global leader in molten metal ﬂow engineering

and technology, and provides high-technology products and

solutions to industrial customers who operate in challenging

high-temperature conditions.

The principal activity of the Company is to act as the holding

company of the Group.

The Directors are not aware of any major changes in the Group’s

activities in the coming year, as at the date of this report.

Dividends

An interim dividend of 7.1 pence (2024: 7.1 pence) per Vesuvius

ordinary share was paid on 19 September 2025 to shareholders

on the register at the close of business on 15 August 2025. The

Board is recommending a ﬁnal dividend in respect of 2025 of

16.5 pence (2024: 16.4 pence) per ordinary share which,

if approved, will be paid on 6 July 2026 to shareholders on

the register at 29 May 2026.

The Trustee of the Group’s employee beneﬁt trust has waived

the right to receive any dividends.

Research and development

The Group’s investment in research and development (R&D)

in the year under review amounted to £35m (representing

approximately 2% (2024: 2% on a constant currency basis) of

Group revenue. Further details of the Group’s R&D activities can

be found in the Operating review and Sustainability sections of

the Strategic Report.

Task Force on Climate-related Financial

Disclosures (TCFD)

The Group has reported its climate-related information in

accordance with the TCFD framework. The majority of this

information is included in the Non-Financial and Sustainability

Information Statement in the Strategic Report. A schedule of

disclosure is included on page 40.

Energy consumption and eﬃciency/greenhouse

gas emissions

Information on our reporting of greenhouse gas emissions, and

the methodology used to record these, is set out on page 55 of the

Strategic Report. Details of the Group’s energy usage for 2025,

and the eﬃciency initiatives currently being undertaken, can be

found in the Non-Financial and Sustainability Information

Statement in the Strategic Report on pages 39 to 56.

Branches

A number of the Group’s subsidiary undertakings maintain

branches; further details of these can be found in Note 17.1

to the Group Financial Statements.

Directors

The current Directors of the Company are Patrick André, Carla

Bailo, Italia Boninelli, Mark Collis, Carl-Peter Forster, Dinggui Gao,

Friederike Helfer, Eva Lindqvist and Robert MacLeod.

The appointment and retirement of Directors is governed by the

Company’s Articles of Association (the Articles), the Code and the

Companies Act. All of the current Directors will oﬀer themselves

for re-election at the 2026 AGM. Biographical information for

the Directors is given on pages 74 and 75. Further information

on the diversity of the Board and on the remuneration of, and

contractual arrangements for, the Executive and Non-executive

Directors is given on pages 74 and 124 in the Directors’

Remuneration Report. The Non-executive Directors do not

have service agreements.

There were no changes to the composition of the Board between

1 January 2026 and the date of this Report.

Powers of the Directors

Subject to the Articles, the Companies Act and any directions

given by special resolution, the business of the Company will be

managed by the Board. The Board may exercise all the powers of

the Company to borrow money and to mortgage or charge any of

its undertakings, property and uncalled capital and to issue

debentures or other securities, whether outright or as collateral

security for any debt, liability or obligation of the Company or of

any third party.

Directors’ indemnities

The Directors have been granted qualifying third-party indemnity

provisions by the Company and the Directors of the Group’s UK

Pension Plan’s Trustee Board (none of whom is a Director of

Vesuvius plc) have been granted qualifying pension scheme

indemnity provisions by Vesuvius Pension Plans Trustees Limited.

The indemnities for Directors of Vesuvius plc have been in force

since the date of their appointments. The Pension Trustee

indemnities were in force throughout the last ﬁnancial year and

remain in force.

Substantial shareholders

The Company has been advised, in accordance with DTR 5 of the

Disclosure and Transparency Rules, of the following notiﬁable

interest of 3% or more in its issued ordinary shares:

As at date of

notiﬁcation

As at

31 Dec 2025

As at

11 Mar 2026

Cevian Capital

23.00%

23.07%

GLG Partners LP

6.26%

6.85%

Aberforth Partners

4.93%

5.38%

Martin Currie

4.83%

5.28%

The 31 December 2025 and 11 March 2026 notiﬁable interests have been

restated to reﬂect the revised issued share capital following the completion of the

Company’s share buyback programme in 2025.

The interests of Directors and their connected persons in the

ordinary shares of the Company as disclosed in accordance with

the Listing Rules of the Financial Conduct Authority are as set out

on pages 118 and 119 of the Directors’ Remuneration Report and

details of the Directors’ Deferred Share Bonus Plan and Vesuvius

Share Plan awards are set out on pages 123 and 124.

Vesuvius plc

Annual Report and Financial Statements 2025

126

Directors’ Report

continued

Share capital

As at the date of this report, the Company had an issued share

capital of 255,442,891 ordinary shares of 10 pence each; 7,271,174

(2.8%) of these ordinary shares are held in Treasury. Therefore,

the total number of Vesuvius plc shares with voting rights is

248,171,717.

The Company did not allot any shares for cash in 2025.

Further information relating to the Company’s issued share

capital can be found in Note 9 to the Company Financial

Statements.

Authority to allot shares

In accordance with the Company’s Articles, the Directors were

authorised, at the AGM on 16 May 2025, to replace the existing

authority (as granted by shareholders at the AGM held on

15 May 2024) to allot new shares that represent not more

than one-third of the issued share capital of the Company.

The Directors were also given the authority to allot relevant

securities in connection with a rights issue up to a further one-third

of the issued share capital as at 27 March 2025. No shares

were allotted under that authority during the ﬁnancial year.

The Directors propose to table similar resolutions at the

2026 AGM. In the year ahead, other than potentially in respect of

Vesuvius’ ability to satisfy rights granted to employees under its

various share-based incentive arrangements, the Directors have

no present intention of issuing any share capital of Vesuvius plc.

Authority for purchase of own shares

Subject to the provisions of company law and any other

applicable regulations, the Company may purchase its own

shares. At the AGM on 16 May 2025, Vesuvius shareholders

gave authority to the Company to make market purchases of

up to 24,977,463 Vesuvius ordinary shares of 10 pence each,

representing 10% of the Company’s issued ordinary share capital

as at the latest practicable day prior to the publication of the

Notice of AGM.

On 19 November 2024, the Company announced the

commencement of a share buyback programme of up to

£50 million. This buyback programme was completed on

2 April 2025. In total, 12,220,715 ordinary shares were purchased

for a consideration of £49,999,998. For the period 1 January 2025

to 2 April 2025, 8,550,527 ordinary shares were purchased

under this programme, for a consideration of £34.5m excluding

transaction costs, representing a nominal value of £855,053 and

3.4% of the Company’s issued share capital on 31 December

2025. The average price paid for the shares purchased in 2025

was £4.03 per share.

The sole purpose of the share buyback programme was to reduce

Vesuvius’ share capital and the ordinary shares purchased

pursuant to the programme have been cancelled. The Board

considered the views of the Company’s shareholders and the

impact that the purchase would have on other investors,

concluding that it would send a positive public signal that the

Company was performing well and would beneﬁt all of the

Group’s stakeholders.

The Company holds 7,271,174 ordinary shares in Treasury. These

shares were purchased pursuant to the Board’s commitment to

return the majority of the net proceeds of the disposal of the

Precious Metals Processing Division to shareholders in 2013. These

shares are not eligible to participate in dividends and do not carry

any voting rights.

The Company does not have a lien over any of its shares. Further

details of Treasury shares and the share buyback programme are

set out in Note 9 to the Company Financial Statements.

The Directors’ purchase of own shares authority expires on

30 June 2026 or the date of the AGM to be held in 2026, whichever

is the earlier. The Directors will seek renewal of this authority at the

2026 AGM.

Share plans

Vesuvius operates a number of share-based incentive plans, the

details and operation of which can be found in the Directors’

Remuneration Report on page 107. Existing shares are held in an

employee beneﬁt trust. The Trustee of the EBT purchases shares in

the open market as required to enable the Group to meet liabilities

for the issue of shares to satisfy awards that vest. The Trustee does

not register votes in respect of these shares at the Company’s

Annual General Meetings and has waived the right to receive any

dividends.

At 31 December 2024, the EBT held 3,852,684 ordinary shares

of 10 pence each in the Company. During 2025, the EBT

sold/transferred 1,878,585 ordinary shares, representing a

nominal value of £187,859 and 0.74% of the Company’s issued

share capital on 31 December 2025, to satisfy the vesting of

awards under the Company’s share-based incentive plans. As at

31 December 2025, the EBT held 1,974,099 ordinary shares. As at

the date of this report the EBT held 1,973,431 ordinary shares.

127

Strategic report

Governance

Financial statements

Restrictions on transfer of shares and voting rights

The Articles do not contain any speciﬁc restrictions on the size

of a holding or on the transfer of shares. The Directors are not

aware of any agreements between holders of the Company’s

shares that may result in restrictions on the transfer of securities

or voting rights.

No person has any special rights with regard to the control of

the Company’s share capital and all issued shares are fully paid.

This is a summary only and the relevant provisions of the Articles

should be consulted if further information is required.

Political and charitable donations

In accordance with Vesuvius policy, the Group did not make

any political donations or incur any political expenditure in

relation to any UK or non-UK political parties during 2025

(2024: nil). The Company made no charitable donations in

the UK in 2025 (2024: nil).

Annual General Meeting (AGM)

The Annual General Meeting of the Company will be held at the

oﬃces of Linklaters LLP, 20 Ropemaker Street, London EC2Y 9AR

on Thursday 28 May 2026 at 11.00 am. The Notice of AGM is

set out in a separate circular and is available on our website at

www.vesuvius.com.

Independent Auditors and audit information

PricewaterhouseCoopers LLP (PwC) were reappointed as

External Auditors for Vesuvius plc for the year ended

31 December 2025 at the 2025 AGM. PwC have been Vesuvius’

External Auditors since 2017 and have expressed their willingness

to continue in oﬃce as Auditors of the Company for the year

ending 31 December 2026. Consequently, resolutions for the

reappointment of PwC as External Auditors of the Company

and to authorise the Directors to determine their remuneration

are to be proposed at the 2026 AGM.

A responsibility statement of the Directors and a statement

by the Auditors about their reporting responsibilities can be found

on pages 130, and 131 to 138, respectively. The Directors fulﬁl

the responsibilities set out in their statement within the context of

an overall control environment of central strategic direction and

delegated operating responsibility. As at the date of this Report,

as far as each Director of the Company is aware, there is no

relevant audit information of which the Company’s Auditors

are unaware and each Director hereby conﬁrms that they have

taken all the steps that they ought to have taken as a Director

in order to make themselves aware of any relevant audit

information and to establish that the Company’s Auditors

are aware of that information.

Change of control

The terms of the Group’s committed bank facility and US

Private Placement Loan Notes contain provisions entitling the

counterparties to exercise termination or other rights in the event

of a change of control on takeover of the Company. A number of

the arrangements to which the Company and its subsidiaries are

party, such as other debt arrangements and share incentive plans,

may also alter or terminate on a change of control in the event

of a takeover. In the context of the Group as a whole, these other

arrangements are not considered to be signiﬁcant.

Articles of Association (Articles)

The Company may make amendments to the Articles by way of

special resolution in accordance with the Companies Act.

Suppliers, customers and others

Information summarising how the Directors have regard to the

need to foster the Company’s business relationships with

suppliers, customers and others is included in the Group’s Section

172(1) Statement on pages 68 to 72. This also details how that

regard impacted the principal decisions taken by the Directors

during the year.

Our approach to business places a signiﬁcant number of

Vesuvius Steel employees at customer sites on a permanent

basis. In the Foundry Division, our success is built on our deep

understanding of customer processes and technical requirements,

and our ability to assist them in delivering the greatest eﬃciency

from their operations.

Since its launch, 283 suppliers have been reviewed under our

supplier audit programme, representing 57% of our total raw

material spend. This approach allows Vesuvius to gain a deep

understanding of our suppliers’ operations to ensure sustainability

and quality of supply.

Vesuvius agrees payment terms with its suppliers and seeks to pay

in accordance with those terms.

Employee engagement

Information on how Vesuvius engages with its workforce is

included in the Section 172(1) Statement on page 69 and the

People section on pages 24 to 27.

Vesuvius plc

Annual Report and Financial Statements 2025

128

Directors’ Report

continued

Equal opportunities employment

Vesuvius is an equal opportunities employer, and decisions on

recruitment, development, training and promotion, and other

employment-related issues are made solely on the grounds of

individual ability, achievement, expertise and conduct. These

principles are operated on a non-discriminatory basis, without

regard to race, colour, nationality, culture, ethnic origin, religion,

belief, gender, sexual orientation, age, disability or any other

reason not related to job performance or prohibited by

applicable law.

In cases where employees are injured or disabled during

employment with the Group, support, including appropriate

training, is provided to those employees and workplace

adjustments are made as appropriate in respect of their

duties and working environment, supporting recovery and

continued employment.

Future developments and going concern

Information on the business environment in which the Group

operates, including the developments and factors that are likely

to impact the future prospects of the Group, is included in the

Strategic Report. The principal risks and uncertainties that the

Group faces throughout its global operations are shown on

pages 66 and 67.

The ﬁnancial position of the Group, its cash ﬂows, liquidity position

and debt facilities are also described in the Strategic Report.

In addition, the Group’s Viability Statement is set out within the

Strategic Report on page 65. Note 25 to the Group Financial

Statements sets out the Group’s objectives, policies and processes

for managing its capital; ﬁnancial risks; ﬁnancial instruments

and hedging activities; and its exposures to credit, market

(both currency and interest rate related) and liquidity risk.

Further details of the Group’s cash balances and borrowings are

included in Notes 12, 13 and 25 to the Group Financial Statements.

The Directors have prepared proﬁt and loss, balance sheet and

cash ﬂow forecasts for the Group for the period to 30 June 2027.

On the basis of the exercise described above, the Directors have

prepared a going concern statement which can be found on

page 65.

Events since the balance sheet date

There have been no signiﬁcant events since the date of the

balance sheet.

The Directors’ Report has been approved by the Board and is

signed, by order of the Board, by the Secretary of the Company.

Henry Knowles

Company Secretary

11 March 2026

129

Strategic report

Governance

Financial statements

The Directors are responsible for preparing the Annual Report

and Financial Statements in accordance with applicable law

and regulation.

Company law requires the Directors to prepare ﬁnancial

statements for each ﬁnancial year. Under that law, the Directors

have prepared the Group ﬁnancial statements in accordance

with UK-adopted international accounting standards and

the Company ﬁnancial statements in accordance with United

Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising FRS 101

‘Reduced Disclosure Framework’, and applicable law).

Under company law, the Directors must not approve the ﬁnancial

statements unless they are satisﬁed that they give a true and

fair view of the state of aﬀairs of the Group and Company and

of the proﬁt or loss of the Group for that period. In preparing

the ﬁnancial statements, the Directors are required to:

–

Select suitable accounting policies and then apply

them consistently

–

State whether applicable UK-adopted international

accounting standards have been followed for the Group

ﬁnancial statements and United Kingdom Accounting

Standards, comprising FRS 101, have been followed for

the Company ﬁnancial statements, subject to any material

departures disclosed and explained in the ﬁnancial statements

–

Make judgements and accounting estimates that are

reasonable and prudent and

–

Prepare the ﬁnancial statements on the going concern basis

unless it is inappropriate to presume that the Group and

Company will continue in business

The Directors are responsible for safeguarding the assets of the

Group and Company and hence for taking reasonable steps for

the prevention and detection of fraud and other irregularities.

The Directors are also responsible for keeping adequate

accounting records that are suﬃcient to show and explain

the Group’s and Company’s transactions and disclose with

reasonable accuracy at any time the ﬁnancial position of the

Group and Company and enable them to ensure that the ﬁnancial

statements and the Directors’ Remuneration Report comply with

the Companies Act 2006.

The Directors are responsible for the maintenance and integrity

of the Company’s website. Legislation in the United Kingdom

governing the preparation and dissemination of ﬁnancial

statements may diﬀer from legislation in other jurisdictions.

Directors’ conﬁrmations

The Directors consider that the Annual Report and Financial

Statements, taken as a whole, is fair, balanced and

understandable and provides the information necessary

for shareholders to assess the Group and Company’s

position and performance, business model and strategy.

Each of the Directors, whose names and functions are listed

below, conﬁrm that, to the best of their knowledge:

–

The Company ﬁnancial statements, which have been prepared

in accordance with United Kingdom Accounting Standards,

comprising FRS 101, give a true and fair view of the assets,

liabilities and ﬁnancial position of the Company; and

–

The Group ﬁnancial statements, which have been prepared

in accordance with UK-adopted international accounting

standards, give a true and fair view of the assets, liabilities,

ﬁnancial position and proﬁt of the Group

–

The Strategic Report includes a fair review of the development

and performance of the business and the position of the Group

and Company, together with a description of the principal risks

and uncertainties that the Group faces

The names and functions of the Directors of Vesuvius plc as at

the date of signing these ﬁnancial statements are as follows:

Carl-Peter Forster

Chairman

Patrick André

Chief Executive

Mark Collis

Chief Financial Oﬃcer

Eva Lindqvist

Non-executive Director and

Senior Independent Director

Carla Bailo

Non-executive Director

Italia Boninelli

Non-executive Director and Chair

of the Remuneration Committee

Dinggui Gao

Non-executive Director

Friederike Helfer

Non-executive Director

Robert MacLeod

Non-executive Director and Chair

of the Audit Committee

On behalf of the Board

Mark Collis

Chief Financial Oﬃcer

11 March 2026

Vesuvius plc

Annual Report and Financial Statements 2025

130

Statement of Directors’ Responsibilities in respect of the Financial Statements

Report on the audit of the

ﬁnancial statements

Opinion

In our opinion:

–

Vesuvius plc’s Group ﬁnancial statements and Company

ﬁnancial statements (the “ﬁnancial statements”) give a true and

fair view of the state of the Group’s and of the Company’s

aﬀairs as at 31 December 2025 and of the Group’s proﬁt and

the Group’s cash ﬂows for the year then ended;

–

the Group ﬁnancial statements have been properly prepared in

accordance with UK-adopted international accounting

standards as applied in accordance with the provisions of the

Companies Act 2006;

–

the Company ﬁnancial statements have been properly

prepared in accordance with United Kingdom Generally

Accepted Accounting Practice (United Kingdom Accounting

Standards, including FRS 101 “Reduced Disclosure Framework”,

and applicable law); and

–

the ﬁnancial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

We have audited the ﬁnancial statements, included within the

Annual Report 2025 (the “Annual Report”), which comprise:

–

the Group Balance Sheet as at 31 December 2025;

–

the Company Balance Sheet as at 31 December 2025;

–

the Group Income Statement for the year then ended;

–

the Group Statement of Comprehensive Income for the year

then ended;

–

the Group Statement of Cash Flows for the year then ended;

–

the Group Statement of Changes in Equity for the year then

ended;

–

the Company Statement of Changes in Equity for the year

then ended; and

–

the notes to the ﬁnancial statements, comprising material

accounting policy information and other explanatory

information.

Our opinion is consistent with our reporting to the Audit

Committee.

Basis for opinion

We conducted our audit in accordance with International

Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.

Our responsibilities under ISAs (UK) are further described in the

Auditors’ responsibilities for the audit of the ﬁnancial statements

section of our report. We believe that the audit evidence we have

obtained is suﬃcient and appropriate to provide a basis for our

opinion.

Independence

We remained independent of the Group in accordance with the

ethical requirements that are relevant to our audit of the ﬁnancial

statements in the UK, which includes the FRC’s Ethical Standard,

as applicable to listed public interest entities, and we have fulﬁlled

our other ethical responsibilities in accordance with these

requirements.

To the best of our knowledge and belief, we declare that non-

audit services prohibited by the FRC’s Ethical Standard were not

provided.

Other than those disclosed in Note 5.2 of the Group ﬁnancial

statements, we have provided no non-audit services to the

Company or its controlled undertakings in the period under audit.

131

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Governance

Financial statements

Independent auditors’ report to the members of Vesuvius plc

Our audit approach

Overview

Audit scope

–

Our audit included full scope audits of 14 components and

speciﬁed audit procedures or audit of ﬁnancial statement

line items for an additional nine components. This gave us

coverage of over 70% of revenue.

Key audit matters

–

Impairment of goodwill (Group)

–

Impairment of investment in subsidiaries (Company)

Materiality

–

Overall Group materiality: £8.10m (2024: £9.10m) based on

0.45% of revenue.

–

Overall Company materiality: £17.80m (2024: £9.10m) based

on 1.0% of total assets. For certain balances and transactions

that contribute to the Group’s ﬁnancial statements we used

a lower materiality of £5.00m.

–

Performance materiality: £6.08m (2024: £6.80m) (Group)

and £13.35m (2024: £6.80m) (Company).

The scope of our audit

As part of designing our audit, we determined materiality

and assessed the risks of material misstatement in the

ﬁnancial statements.

Key audit matters

Key audit matters are those matters that, in the auditors’

professional judgement, were of most signiﬁcance in the audit

of the ﬁnancial statements of the current period and include

the most signiﬁcant assessed risks of material misstatement

(whether or not due to fraud) identiﬁed by the auditors,

including those which had the greatest eﬀect on: the overall

audit strategy; the allocation of resources in the audit; and

directing the eﬀorts of the engagement team. These matters,

and any comments we make on the results of our procedures

thereon, were addressed in the context of our audit of the

ﬁnancial statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on these

matters.

This is not a complete list of all risks identiﬁed by our audit.

The key audit matters below are consistent with last year.

Vesuvius plc

Annual Report and Financial Statements 2025

132

Independent auditors’ report to the members of Vesuvius plc

continued

Key audit matter

How our audit addressed the key audit matter

Impairment of goodwill (Group)

Refer to Intangible Assets (Note 15), Impairment of Tangible and Intangible

Assets (Note 16), Critical Accounting Judgements and Estimates (Note 3) and

Signiﬁcant issues and material judgements in the Audit Committee report.

At 31 December 2025, the carrying value of goodwill is £650.4m (2024:

£616.2m). IAS 36 ‘Impairment of assets’ requires that an annual impairment test

is performed. Management has determined its cash generating units (CGUs) for

impairment testing to align with the operating segments and there is material

goodwill in Steel Advanced Refractories, Steel Flow Control and Foundry. There

is no goodwill in Steel Sensors and Probes.

IAS 36 requires that the carrying value of the CGUs’ assets is compared with

the recoverable value. The recoverable value is the higher of the value in use

(VIU) and fair value less costs of disposal. Management has determined that

the VIU is higher and has used this method to undertake the annual impairment

assessment. Determining the VIU involves judgements and estimates, in

particular in determining future cash ﬂows regarding revenue (including market

growth, market share and pricing assumptions) and trading proﬁt (including

the impact of the cost reduction programme), as well as determining perpetuity

growth rates and discount rates. Management has determined that there is no

impairment charge in 2025 (2024:nil) and that a reasonably possible change in

assumptions for Steel Advanced Refractories and Foundry CGUs could lead to

an impairment.

We also identiﬁed that the Steel Advanced Refractories and Foundry CGUs

are the signiﬁcant audit risks given the lower level of headroom relative to the

carrying value of these CGUs and the material goodwill balances held in each

of these CGUs.

With respect to the valuation of goodwill, we performed audit procedures as set

out below. Our audit procedures were focused on the signiﬁcant risk CGUs being

Steel Advanced Refractories and Foundry. We tested the integrity of management’s

impairment calculation and its mathematical accuracy, and corroborated the

forecasts used to the Board approved budget and strategic plan. We agreed the

underlying carrying values of the CGUs to audited ﬁnancial information.

We performed lookback reviews to understand how accurate management has

been in its forecasting historically and to verify historic growth rates achieved.

We challenged management’s key assumptions for revenue, trading proﬁt and

cash ﬂow forecasts and determined the sensitivity of the assumptions. We obtained

supporting evidence including by comparing certain assumptions with third

party industry market data and benchmarks (including production and demand

forecasts), where available. We also considered and tested the assumed beneﬁts of

the cost reduction programme.

We utilised internal valuation experts to support our assessment of the long-term

growth assumptions, by comparing these to economic forecasts, and discount

rates, by independently calculating a range for the discount rates.

We reviewed management’s sensitivity analyses to assess whether they were

appropriate and also tested their mathematical accuracy. We performed

independent sensitivity analysis to determine if any further impairment risks existed.

We considered additional speciﬁc factors, including management’s self-identiﬁed

impacts of climate change, and were satisﬁed that the level of management’s

sensitivity took these factors into account.

We also reviewed management’s impairment assessment for the acquisitions made

in the year, as required by IAS 36.

We considered the appropriateness of the disclosures in the Group ﬁnancial

statements, which included an assessment of the sensitivities disclosed by

management. Based on the audit procedures performed, we noted no material

issues.

Impairment of investment in subsidiaries (Company)

Refer to Investments (Note 7) and Critical Accounting Judgements and

Estimates (Note 3) in the Company ﬁnancial statements, and Signiﬁcant issues

and material judgements in the Audit Committee report.

The Company holds investments in subsidiaries with a total carrying amount

of £1,778.0m at 31 December 2025 (2024: £1,778.0m). IAS 36 ‘Impairment of

assets’ requires management to consider whether there are any indicators

of impairment in respect of the valuation of non-ﬁnancial assets. Due to the

quantum of the carrying amount, levels of estimation uncertainty that exist

similar to assumptions used in testing for impairment of goodwill (Group) and

the market capitalisation of the Group this was an area of focus for the audit

of the Company. Consistent with the prior year management performed an

impairment test utilising cash ﬂow forecasts used for testing for impairment

of the Group’s goodwill together with additional considerations of cash ﬂows

relevant to the subsidiaries that the Company controls.

The judgements and estimates required to determine the cash ﬂow forecasts

are aligned with those set out in ‘Impairment of goodwill (Group)’ above, and

adjusted for intercompany cashﬂows.

Our audit procedures included testing the Group’s VIU used for the impairment test

for the Group’s goodwill, as set out in the Key Audit Matter ‘Impairment of goodwill

(Group)’.

We tested the accuracy and completeness of the adjustments made to reﬂect

cash inﬂows to subsidiaries due from the Company. We also made reference to the

Group’s market capitalisation.

We considered the appropriateness of the disclosures in the Company and Group

ﬁnancial statements. Based on the audit procedures performed, we noted no

material issues.

133

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Governance

Financial statements

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed

enough work to be able to give an opinion on the ﬁnancial

statements as a whole, taking into account the structure of the

Group and the Company, the accounting processes and controls,

and the industry in which they operate.

The Group has operations in 40 countries, including 67 sales

oﬃces and 55 production sites. The Group consolidates ﬁnancial

information through reporting from its components which include

divisions and functions at these sites.

Our audit scope was determined by considering the signiﬁcance

of the component by size or risk. There was one component which

was ﬁnancially signiﬁcant due to size. The audit scope comprised

a further 13 components which we determined that full scope

audits were required to be performed.

Components determined to be signiﬁcant by risk were identiﬁed

as having events or conditions that give rise to signiﬁcant or

elevated risks of material misstatement to the Group ﬁnancial

statements. We evaluated the overall contribution to revenue,

proﬁt before tax and to other individual ﬁnancial statement line

items in determining our audit scope. The audit scope comprised

further components for which speciﬁc audit procedures or audits

of ﬁnancial statement line items were performed by either

component teams or the Group team. Together with the

additional procedures performed at the Group level, including

testing the Group’s goodwill, tax and the consolidation process,

gave us the evidence we needed for our opinion on the ﬁnancial

statements as a whole. This collectively provided audit coverage

of over 70% of the Group’s revenue.

In establishing the overall approach to the Group audit, we

determined the type of work that needed to be performed by us,

as the Group audit team, or by component auditors in both PwC

network ﬁrms and other audit ﬁrms. Where the work was

performed by component auditors, we determined the level of

direction, review and supervision we needed to have in the audit

work at those components to be able to conclude whether

suﬃcient appropriate audit evidence had been obtained as a

basis for our opinion on the ﬁnancial statements as a whole. This

was achieved through attendance at audit closing meetings by

senior Group team members, interactions with local component

management, our direction and supervision of the audit

approach and review of audit ﬁndings, review of selected audit

workpapers of certain components, and site visits for selected

components.

The impact of climate risk on our audit

The Sustainability Report included within the Strategic Report

sets out the Group’s climate change risk assessment, the climate

related targets set and evaluation of the potential ﬁnancial

impacts. In planning and executing our audit we considered

management’s risk assessment and analysis of the consideration

of the impact to the Group’s ﬁnancial statements. The Group does

not regard climate change itself to represent a material stand-

alone risk to the Group’s operations.

The impact of climate change would most likely impact the

ﬁnancial statement line items and estimates associated with

future cash ﬂows and we considered this impact principally in the

goodwill impairment testing. Overall, climate change is not

considered to have a material impact on the Group’s ﬁnancial

reporting judgements and estimates.

Vesuvius plc

Annual Report and Financial Statements 2025

134

Independent auditors’ report to the members of Vesuvius plc

continued

Materiality

The scope of our audit was inﬂuenced by our application of materiality. We set certain quantitative thresholds for materiality.

These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of

our audit procedures on the individual ﬁnancial statement line items and disclosures and in evaluating the eﬀect of misstatements,

both individually and in aggregate on the ﬁnancial statements as a whole.

Based on our professional judgement, we determined materiality for the ﬁnancial statements as a whole as follows:

Financial statements – Group

Financial statements – Company

Overall

materiality

£8.10m (2024: £9.10m).

£17.80m (2024: £9.10m).

How we

determined it

0.45% of revenue

1.0% of total assets. For certain balances and transactions that

contribute to the Group's ﬁnancial statements we used a lower

materiality of £5.00m

Rationale for

benchmark

applied

In 2025 we updated our materiality benchmark to be based

on revenue. Given the volatility in proﬁt whilst revenue is stable,

we consider the use of revenue as a more appropriate

benchmark reﬂecting the size and composition of the Group.

We determined the benchmark using the percentage of the

2024 actual materiality to 2024 revenue to ensure consistency.

We believe that total assets is an appropriate basis for

determining materiality for the Company, given this entity is

an investment holding company and this is an accepted audit

benchmark.

For each component in the scope of our Group audit,

we allocated a materiality that is less than our overall Group

materiality. The range of materiality allocated across

components was £0.50m to £6.00m. Certain components were

audited to a local statutory audit materiality that was also less

than our overall Group materiality.

We use performance materiality to reduce to an appropriately

low level the probability that the aggregate of uncorrected and

undetected misstatements exceeds overall materiality.

Speciﬁcally, we use performance materiality in determining

the scope of our audit and the nature and extent of our testing

of account balances, classes of transactions and disclosures,

for example in determining sample sizes. Our performance

materiality was 75% (2024: 75%) of overall materiality, amounting

to £6.08m (2024: £6.80m) for the Group ﬁnancial statements and

£13.35m (2024: £6.80m) for the Company ﬁnancial statements.

In determining the performance materiality, we considered a

number of factors – the history of misstatements, risk assessment

and aggregation risk and the eﬀectiveness of controls – and

concluded that an amount at the upper end of our normal range

was appropriate.

We agreed with the Audit Committee that we would report to

them misstatements identiﬁed during our audit above £0.40m

(Group audit) (2024: £0.45m) and £0.89m (Company audit) (2024:

£0.45m) as well as misstatements below those amounts that, in

our view, warranted reporting for qualitative reasons.

135

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Financial statements

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the Group’s and the

Company’s ability to continue to adopt the going concern basis of

accounting included:

–

Obtaining the Directors’ assessment and understanding the

assumptions used in the base case scenario and the severe

but plausible downside scenario, including testing the accuracy

of the modelling performed and compliance with the Group’s

covenants on its borrowing facilities throughout the going

concern period;

–

Agreeing the forecasts used in the base case scenario to the

Board approved forecasts and evaluating the appropriateness

of key assumptions used in determining these cash ﬂows,

including considering these in the context of wider market data

and the Group’s historical performance and future plans;

–

Challenging the appropriateness of the severe but plausible

downside scenario adopted, including considering the relevant

downside risks that the Group may face over the going concern

period; and

–

Reviewing disclosures in the ﬁnancial statements and relevant

‘other information’ in the Annual Report, and assessing

consistency with the ﬁnancial statements and our knowledge

based on our audit.

Based on the work we have performed, we have not identiﬁed

any material uncertainties relating to events or conditions that,

individually or collectively, may cast signiﬁcant doubt on the

Group’s and the Company’s ability to continue as a going concern

for a period of at least twelve months from when the ﬁnancial

statements are authorised for issue.

In auditing the ﬁnancial statements, we have concluded that the

directors’ use of the going concern basis of accounting in the

preparation of the ﬁnancial statements is appropriate.

However, because not all future events or conditions can be

predicted, this conclusion is not a guarantee as to the Group’s and

the Company’s ability to continue as a going concern.

In relation to the directors’ reporting on how they have applied

the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the directors’ statement

in the ﬁnancial statements about whether the directors

considered it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of the directors with

respect to going concern are described in the relevant sections of

this report.

Reporting on other information

The other information comprises all of the information in the

Annual Report other than the ﬁnancial statements and our

auditors’ report thereon. The directors are responsible for the

other information. Our opinion on the ﬁnancial statements does

not cover the other information and, accordingly, we do not

express an audit opinion or, except to the extent otherwise

explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the ﬁnancial statements, our

responsibility is to read the other information and, in doing so,

consider whether the other information is materially inconsistent

with the ﬁnancial statements or our knowledge obtained in

the audit, or otherwise appears to be materially misstated.

If we identify an apparent material inconsistency or material

misstatement, we are required to perform procedures to

conclude whether there is a material misstatement of the ﬁnancial

statements or a material misstatement of the other information.

If, based on the work we have performed, we conclude that there

is a material misstatement of this other information, we are

required to report that fact. We have nothing to report based on

these responsibilities.

With respect to the Strategic Report and Directors’ Report, we

also considered whether the disclosures required by the UK

Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the

Companies Act 2006 requires us also to report certain opinions

and matters as described below.

Strategic Report and Directors’ Report

In our opinion, based on the work undertaken in the course of the

audit, the information given in the Strategic Report and Directors’

Report for the year ended 31 December 2025 is consistent with

the ﬁnancial statements and has been prepared in accordance

with applicable legal requirements.

In light of the knowledge and understanding of the Group and

Company and their environment obtained in the course of the

audit, we did not identify any material misstatements in the

Strategic Report and Directors’ Report.

Directors’ Remuneration

In our opinion, the part of the Directors’ Remuneration Report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

Vesuvius plc

Annual Report and Financial Statements 2025

136

Independent auditors’ report to the members of Vesuvius plc

continued

Corporate governance statement

The Listing Rules require us to review the directors’ statements in

relation to going concern, longer-term viability and that part of

the corporate governance statement relating to the company’s

compliance with the provisions of the UK Corporate Governance

Code speciﬁed for our review. Our additional responsibilities with

respect to the corporate governance statement as other

information are described in the Reporting on other information

section of this report.

Based on the work undertaken as part of our audit, we have

concluded that each of the following elements of the corporate

governance statement is materially consistent with the ﬁnancial

statements and our knowledge obtained during the audit, and

we have nothing material to add or draw attention to in relation

to:

–

The directors’ conﬁrmation that they have carried out a robust

assessment of the emerging and principal risks;

–

The disclosures in the Annual Report that describe those

principal risks, what procedures are in place to identify

emerging risks and an explanation of how these are being

managed or mitigated;

–

The directors’ statement in the ﬁnancial statements about

whether they considered it appropriate to adopt the going

concern basis of accounting in preparing them, and their

identiﬁcation of any material uncertainties to the Group’s

and Company’s ability to continue to do so over a period of

at least twelve months from the date of approval of the

ﬁnancial statements;

–

The directors’ explanation as to their assessment of the Group’s

and Company’s prospects, the period this assessment covers

and why the period is appropriate; and

–

The directors’ statement as to whether they have a reasonable

expectation that the Company will be able to continue in

operation and meet its liabilities as they fall due over the period

of its assessment, including any related disclosures drawing

attention to any necessary qualiﬁcations or assumptions.

Our review of the directors’ statement regarding the longer-term

viability of the Group and Company was substantially less in

scope than an audit and only consisted of making inquiries and

considering the directors’ process supporting their statement;

checking that the statement is in alignment with the relevant

provisions of the UK Corporate Governance Code; and

considering whether the statement is consistent with the ﬁnancial

statements and our knowledge and understanding of the Group

and Company and their environment obtained in the course of

the audit.

In addition, based on the work undertaken as part of our audit,

we have concluded that each of the following elements of the

corporate governance statement is materially consistent with

the ﬁnancial statements and our knowledge obtained during

the audit:

–

The directors’ statement that they consider the Annual Report,

taken as a whole, is fair, balanced and understandable, and

provides the information necessary for the members to assess

the Group’s and Company’s position, performance, business

model and strategy;

–

The section of the Annual Report that describes the review of

eﬀectiveness of risk management and internal control systems;

and

–

The section of the Annual Report describing the work of the

Audit Committee.

We have nothing to report in respect of our responsibility to

report when the directors’ statement relating to the Company’s

compliance with the Code does not properly disclose a departure

from a relevant provision of the Code speciﬁed under the Listing

Rules for review by the auditors.

Responsibilities for the ﬁnancial statements

and the audit

Responsibilities of the directors for the ﬁnancial statements

As explained more fully in the Statement of Directors’

Responsibilities in respect of the Financial Statements, the

directors are responsible for the preparation of the ﬁnancial

statements in accordance with the applicable framework and

for being satisﬁed that they give a true and fair view. The directors

are also responsible for such internal control as they determine

is necessary to enable the preparation of ﬁnancial statements

that are free from material misstatement, whether due to fraud

or error.

In preparing the ﬁnancial statements, the directors are

responsible for assessing the Group’s and the Company’s ability

to continue as a going concern, disclosing, as applicable, matters

related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the

Group or the Company or to cease operations, or have no realistic

alternative but to do so.

Auditors’ responsibilities for the audit of the ﬁnancial statements

Our objectives are to obtain reasonable assurance about

whether the ﬁnancial statements as a whole are free from

material misstatement, whether due to fraud or error, and to

issue an auditors’ report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee

that an audit conducted in accordance with ISAs (UK) will always

detect a material misstatement when it exists. Misstatements

can arise from fraud or error and are considered material if,

individually or in the aggregate, they could reasonably be

expected to inﬂuence the economic decisions of users taken

on the basis of these ﬁnancial statements.

Irregularities, including fraud, are instances of non-compliance

with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements

in respect of irregularities, including fraud. The extent to which

our procedures are capable of detecting irregularities, including

fraud, is detailed below.

137

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Financial statements

Based on our understanding of the Group and industry,

we identiﬁed that the principal risks of non-compliance with

laws and regulations related to health and safety, environmental,

anti-bribery and employment law, and we considered the extent

to which non-compliance might have a material eﬀect on the

ﬁnancial statements. We also considered those laws and

regulations that have a direct impact on the ﬁnancial statements

such as the Companies Act 2006 and corporate tax legislation.

We evaluated management’s incentives and opportunities for

fraudulent manipulation of the ﬁnancial statements (including

the risk of override of controls), and determined that the principal

risks were related to journal entries to manipulate ﬁnancial

results and potential management bias in accounting estimates.

The Group engagement team shared this risk assessment with

the component auditors so that they could include appropriate

audit procedures in response to such risks in their work. Audit

procedures performed by the Group engagement team and/or

component auditors included:

–

Inquiries of Group and local management, those charged

with governance, internal audit and the Group’s legal counsel

(internal and, where relevant, external), including consideration

of known or suspected instances of non-compliance with laws

and regulations and fraud;

–

Evaluating items raised through the Group’s whistle-blowing

arrangements and the results of management’s investigation

of such matters;

–

Inspecting management reports and Board minutes in relation

to health and safety and other compliance matters;

–

Reading and assessing key correspondence with regulatory

authorities;

–

Substantive testing of journal entries which met a deﬁned

risk criteria;

–

Challenging assumptions and judgements made by

management in their critical accounting estimates and

judgements, including the key audit matters described above;

and

–

Incorporating unpredictable procedures into our work

performed.

There are inherent limitations in the audit procedures described

above. We are less likely to become aware of instances of

non-compliance with laws and regulations that are not closely

related to events and transactions reﬂected in the ﬁnancial

statements. Also, the risk of not detecting a material misstatement

due to fraud is higher than the risk of not detecting one resulting

from error, as fraud may involve deliberate concealment by, for

example, forgery or intentional misrepresentations, or through

collusion.

Our audit testing might include testing complete populations of

certain transactions and balances, possibly using data auditing

techniques. However, it typically involves selecting a limited

number of items for testing, rather than testing complete

populations. We will often seek to target particular items for

testing based on their size or risk characteristics. In other cases,

we will use audit sampling to enable us to draw a conclusion

about the population from which the sample is selected.

A further description of our responsibilities for the audit of

the ﬁnancial statements is located on the FRC’s website at:

www.frc.org.uk/auditorsresponsibilities. This description forms

part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and

only for the Company’s members as a body in accordance with

Chapter 3 of Part 16 of the Companies Act 2006 and for no other

purpose. We do not, in giving these opinions, accept or assume

responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save

where expressly agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if,

in our opinion:

–

we have not obtained all the information and explanations we

require for our audit; or

–

adequate accounting records have not been kept by the

Company, or returns adequate for our audit have not been

received from branches not visited by us; or

–

certain disclosures of directors’ remuneration speciﬁed by law

are not made; or

–

the Company ﬁnancial statements and the part of the

Directors’ Remuneration Report to be audited are not in

agreement with the accounting records and returns; or

–

a corporate governance statement has not been prepared by

the Company.

We have no exceptions to report arising from this responsibility.

Appointment

We were ﬁrst appointed by the Company for the ﬁnancial year

ended 31 December 2017. Our uninterrupted engagement covers

9 ﬁnancial years.

Other matter

The Company is required by the Financial Conduct Authority

Disclosure Guidance and Transparency Rules to include these

ﬁnancial statements in an annual ﬁnancial report prepared under

the structured digital format required by DTR 4.1.15R – 4.1.18R

and ﬁled on the National Storage Mechanism of the Financial

Conduct Authority. This auditors’ report provides no assurance

over whether the structured digital format annual ﬁnancial report

has been prepared in accordance with those requirements.

Linda Kempenaar (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

London

11 March 2026

Vesuvius plc

Annual Report and Financial Statements 2025

138

140

Group Income Statement

141

Group Statement of

Comprehensive Income

142

Group Statement of Cash Flows

143

Group Balance Sheet

144

Group Statement of Changes

in Equity

145

Notes to the Group Financial

Statements

202

Company Balance Sheet

203

Company Statement of

Changes in Equity

204

Notes to the Company

Financial Statements

210

Five-Year Summary: Divisional

Results from Continuing

Operations (unaudited)

211

Shareholder information

(unaudited)

213

Glossary

139

Strategic report

Governance

Financial statements

Financial

Statements

Vesuvius plc

Annual Report and Financial Statements 2025

140

Note(s)

2025

2024

Adjusted

£m

Separately

reported

items

£m

Total

£m

Adjusted

£m

Separately

reported

items

£m

Total

£m

Revenue

4, 35

1,809.5

–

1,809.5

1,820.1

–

1,820.1

Cost of goods sold

(1,348.8)

–

(1,348.8)

(1,316.4)

–

(1,316.4)

Administration, selling and distribution costs

(309.6)

–

(309.6)

(315.7)

–

(315.7)

Trading proﬁt (adjusted operating proﬁt)

151.1

–

151.1

188.0

–

188.0

Cost reduction programme expenses

–

(15.0)

–

(13.0)

Asset impairments

–

(3.9)

–

(1.6)

Acquisition and integration expenses

–

(7.0)

–

Provision for future water treatment at

disused mine

–

(9.7)

Amortisation of acquired intangible assets

–

(10.6)

–

(10.0)

Operating proﬁt/(loss)

151.1

(36.5)

114.6

188.0

(34.3)

153.7

Finance expense

(26.6)

–

(26.6)

(27.1)

–

(27.1)

Finance income

8.2

–

8.2

10.9

–

10.9

Net ﬁnance costs

(18.4)

–

(18.4)

(16.2)

–

(16.2)

Share of post-tax proﬁt of joint ventures

and associates

1.0

–

1.0

1.1

–

1.1

Proﬁt/(loss) before tax

133.7

(36.5)

97.2

172.9

(34.3)

138.6

Income tax (charge)/credit

(36.5)

4.1

(32.4)

(47.2)

8.9

(38.3)

Proﬁt/(loss) after tax

97.2

(32.4)

64.8

125.7

(25.4)

100.3

Proﬁt/(loss) attributable to:

Owners of the Parent

84.6

(32.4)

52.2

112.6

(25.4)

87.2

Non-controlling interests

12.6

–

12.6

13.1

–

13.1

Proﬁt after tax

97.2

(32.4)

64.8

125.7

(25.4)

100.3

Earnings per share

– pence

– basic

34.2

21.1

43.3

33.5

– diluted

33.8

20.9

42.7

33.1

Alternative Performance Measures. See Note 15.

Cost reduction programme expenses and Asset impairments for 2024 have been restated to be consistent with their presentation in 2025.

Earnings per share are attributable to the ordinary equity holders of the Parent.

Of the pre-tax separately reported items, £32.6m (2024: £34.3m) would form part of Administration, selling and distribution costs,

which including these amounts would total £342.2m (2024: £350.0m) and £3.9m (2024: £nil) would form part of Cost of goods sold,

which including these amounts would total £1,352.7m (2024: £1,316.4m).

Group Income Statement

For the year ended 31 December 2025

141

Strategic report

Governance

Financial statements

Note

2025

£m

2024

£m

Proﬁt after tax

64.8

100.3

Remeasurement of deﬁned beneﬁt liabilities/assets

27.5

4.4

3.6

Income tax relating to items not reclassiﬁed

9.3

(2.2)

(0.8)

Items that will not subsequently be reclassiﬁed to Income Statement

2.2

2.8

Exchange diﬀerences on translation of the net assets of foreign operations

(42.8)

(49.1)

Exchange diﬀerences on translation of net investment hedges

(7.6)

7.1

Net change in costs of hedging

0.5

(0.1)

Change in the fair value of the hedging instrument

(1.3)

1.5

Amounts reclassiﬁed from Net ﬁnance costs

1.1

(1.2)

Items that may subsequently be reclassiﬁed to Income Statement

(50.1)

(41.8)

Other comprehensive loss net of income tax

(47.9)

(39.0)

Total comprehensive income

16.9

61.3

Total comprehensive income attributable to:

Owners of the Parent

13.7

49.5

Non-controlling interests

3.2

11.8

Total comprehensive income

16.9

61.3

Group Statement of Comprehensive Income

For the year ended 31 December 2025

Vesuvius plc

Annual Report and Financial Statements 2025

142

Note(s)

2025

£m

2024

£m

Cash ﬂows from operating activities

Cash generated from operations

173.4

216.7

Interest paid

(23.7)

(23.9)

Interest received

5.7

9.0

Income taxes paid

(38.8)

(46.1)

Net cash inﬂow from operating activities

116.6

155.7

Cash ﬂows from investing activities

Purchases of property, plant and equipment

(78.1)

(88.1)

Purchases of intangible assets

(12.3)

(12.7)

Proceeds from the sale of property, plant and equipment

9.4

4.3

Acquisition of subsidiaries and joint ventures, net of cash acquired

(38.9)

–

Proceeds from the sale of investments

1.2

–

Proceeds from the sale of associates

–

0.4

Dividends received from joint ventures

0.9

0.7

Net cash outﬂow from investing activities

(117.8)

(95.4)

Cash ﬂows from ﬁnancing activities

Proceeds from borrowings

274.3

134.8

Repayment of borrowings

(144.2)

(13.0)

Payment of lease liabilities (principal)

13, 26

(16.7)

(15.2)

Cash inﬂow relating to derivatives

1.2

–

Purchase of ESOP shares

–

(17.1)

Share buyback

21, 22

(34.8)

(63.4)

Dividends paid to owners of the Parent

22, 24

(57.9)

(61.1)

Dividends paid to non-controlling shareholders

(1.7)

(2.5)

Net cash inﬂow/(outﬂow) from ﬁnancing activities

20.2

(37.5)

Net increase in cash and cash equivalents

19.0

22.8

Cash and cash equivalents at 1 January

178.6

160.8

Eﬀect of exchange rate ﬂuctuations on cash and cash equivalents

(10.1)

(5.0)

Cash and cash equivalents at 31 December

187.5

178.6

For the year ended 31 December 2024, Net cash inﬂow from operating activities (Interest paid) and Net cash outﬂow from ﬁnancing activities (Payment of lease liabilities

(principal)) have been updated as a result of the reclassiﬁcation of £3.0m for interest on lease liabilities to be consistent with its presentation in 2025.

Group Statement of Cash Flows

For the year ended 31 December 2025

143

Strategic report

Governance

Financial statements

Note

2025

£m

2024

£m

Assets

Property, plant and equipment

539.2

482.6

Intangible assets

747.9

690.9

Interests in joint ventures and associates

10.8

11.0

Deferred tax assets

102.3

109.9

Other receivables

26.6

26.7

Investments

–

0.2

Derivative ﬁnancial instruments

–

1.1

Employee beneﬁts – surpluses

35.5

34.1

Total non-current assets

1,462.3

1,356.5

Cash and short-term deposits

190.6

186.4

Trade and other receivables

451.0

438.9

Inventories

287.3

295.4

Income tax receivable

18.8

12.9

Derivative ﬁnancial instruments

0.1

3.6

Total current assets

947.8

937.2

Total assets

2,410.1

2,293.7

Liabilities

Interest-bearing borrowings

24.3

80.4

Trade and other payables

359.7

363.4

Income tax payable

7.5

6.6

Provisions

11.6

10.3

Derivative ﬁnancial instruments

0.2

0.1

Total current liabilities

403.3

460.8

Interest-bearing borrowings

617.6

439.8

Other payables

5.3

6.9

Provisions

54.0

54.8

Deferred tax liabilities

23.2

16.3

Derivative ﬁnancial instruments

1.0

–

Employee beneﬁts – liabilities

67.1

71.5

Total non-current liabilities

768.2

589.3

Total liabilities

1,171.5

1,050.1

Net assets

1,238.6

1,243.6

Equity

Issued share capital

25.5

26.4

Retained earnings

2,610.4

2,645.7

Other reserves

(1,511.7)

(1,503.7)

Equity attributable to the owners of the Parent

1,124.2

1,168.4

Non-controlling interests

114.4

75.2

Total equity

1,238.6

1,243.6

Company number 8217766

The Financial Statements on pages 140 to 201 were approved and authorised for issue by the Directors on 11 March 2026 and signed

on their behalf by:

Patrick André

Mark Collis

Chief Executive

Chief Financial Oﬃcer

Group Balance Sheet

As at 31 December 2025

Vesuvius plc

Annual Report and Financial Statements 2025

144

Issued

capital

£m

Other

reserves

£m

Retained

earnings

£m

Owners of

the Parent

£m

Non-

controlling

interests

£m

Total

equity

£m

As at 1 January 2024

27.7

(1,464.6)

2,691.2

1,254.3

65.9

1,320.2

Proﬁt

–

87.2

13.1

100.3

Other comprehensive income/(loss) net of income tax

–

(40.5)

2.8

(37.7)

(1.3)

(39.0)

Total comprehensive income/(loss)

–

(40.5)

90.0

49.5

11.8

61.3

Share-based payments

–

6.2

–

6.2

Purchase of ESOP shares

–

(17.1)

–

(17.1)

Share buyback

(1.3)

1.4

(63.5)

(63.4)

–

(63.4)

Dividends paid (Note 24)

–

(61.1)

(2.5)

(63.6)

Total transactions with owners

(1.3)

1.4

(135.5)

(135.4)

(2.5)

(137.9)

As at 31 December 2024

26.4

(1,503.7)

2,645.7

1,168.4

75.2

1,243.6

As at 1 January 2025

26.4

(1,503.7)

2,645.7

1,168.4

75.2

1,243.6

Proﬁt

–

52.2

12.6

64.8

Other comprehensive income/(loss) net of income tax

–

(40.7)

2.2

(38.5)

(9.4)

(47.9)

Total comprehensive income/(loss)

–

(40.7)

54.4

13.7

3.2

16.9

Share-based payments

–

3.0

–

3.0

Acquisition (Note 20)

–

13.9

Issue of shares to non-controlling interest (Note 20)

–

31.8

–

31.8

23.8

55.6

Share buyback

(0.9)

0.9

(34.8)

–

(34.8)

Dividends paid (Note 24)

–

(57.9)

(1.7)

(59.6)

Total transactions with owners

(0.9)

32.7

(89.7)

(57.9)

36.0

(21.9)

As at

31 December 2025

25.5

(1,511.7)

2,610.4

1,124.2

114.4

1,238.6

Group Statement of Changes in Equity

For the year ended 31 December 2025

Strategic report

Governance

Financial statements

145

Basis of Preparation

1.1

General information

Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England and

Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the operations and principal activities of the

Company and its subsidiary and joint venture companies (‘the Group’) is set out in the Strategic Report on pages 3 to 72. The

address of its registered oﬃce is 165 Fleet Street, London EC4A 2AE.

1.2

Basis of accounting

The Group ﬁnancial statements have been prepared in accordance with UK-adopted international accounting standards (IFRS)

and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The ﬁnancial

statements have been prepared under the historical cost convention, with the exception of fair value measurement applied to

deﬁned beneﬁt pension plans, investments, share-based payments and derivative ﬁnancial instruments.

1.3

Basis of consolidation

The Group ﬁnancial statements incorporate the ﬁnancial statements of the Company and entities controlled directly and

indirectly by the Company (its ‘subsidiaries’). Control exists when the Company has the power to direct the relevant activities of an

entity that signiﬁcantly aﬀect the entity’s return so as to have rights to the variable return from its activities. In assessing whether

control exists, potential voting rights that are currently exercisable are taken into account. The results of subsidiaries acquired

or disposed of during the year are included in the Group Income Statement from the eﬀective date of acquisition or up to the

eﬀective date of disposal, as appropriate.

The principal accounting policies applied in the preparation of these Group ﬁnancial statements are set out in the Notes. These

policies have been consistently applied to all of the years presented, unless otherwise stated. Where necessary, adjustments are

made to the ﬁnancial statements of subsidiaries to bring their accounting policies into line with those detailed herein to ensure that

the Group ﬁnancial statements are prepared on a consistent basis. All intra-Group transactions, balances, income and expenses

are eliminated on consolidation.

Non-controlling interests in the net assets of consolidated subsidiaries are identiﬁed separately from the Group’s interest therein.

Non-controlling interests consist of the amount of those interests at the date of the original business combination together with

the non-controlling interests’ share of proﬁt or loss, each component of other comprehensive income, less dividends paid since

the date of the combination. Total comprehensive income is attributed to the non-controlling interests, even if this results in the

non-controlling interests having a deﬁcit balance.

1.4

Going concern

The Group’s available liquidity stood at £386.1m at 31 December 2025, down from £389.0m at 31 December 2024.

The Directors have prepared cash ﬂow forecasts for the Group for the period to 30 June 2027. These forecasts reﬂect an

assessment of current and future end-market conditions, and their impact on the Group’s future trading performance.

The Directors have also considered a severe but plausible downside scenario, based on a combination of lower business activity

and lower proﬁtability over the going concern period. This downside scenario assumes:

–

a decline in business activity level in 2026 and 2027 by 5% compared to 2025 performance

–

a decline in proﬁtability (Return on Sales) of 1.5% compared to 2025 performance

–

working capital intensity increases by 1.5% vs 2025

On a full-year basis relative to 2025, this implies a c. 22% decline in Trading Proﬁt.

The Group has two covenants; net debt/EBITDA (under 3.25x) and an interest cover requirement of at least 4.0x. In this downside

scenario, the forecasts show that the Group’s maximum net debt/EBITDA (pre-IFRS 16 in-line with the covenant calculation) does

not exceed 1.9x, compared to a leverage covenant of 3.25x, and the minimum interest cover reached is 17x compared to a

covenant minimum of 4.0x.

The forecasts, including the severe but plausible downside scenario, show that the Group will be able to operate within its current

committed debt facilities and continue to comply with its debt covenants. On the basis of the exercise described above and the

Group’s available committed debt facilities, the Directors consider that the Group and the Company have adequate resources to

continue in operational existence for the period at least to 30 June 2027. Accordingly, they continue to adopt a going concern basis

in preparing the ﬁnancial statements.

1.5

Presentational currency

The ﬁnancial statements are presented in millions of pounds sterling, which is the presentational currency of the Group and

rounded to one decimal place. Foreign operations are included in accordance with the policies set out in Note 2.10.

Notes to the Group Financial Statements

146

Vesuvius plc

Annual Report and Financial Statements 2025

Notes to the Group Financial Statements

continued

Basis of Preparation

continued

1.6

Disclosure of separately reported items

The Group separately discloses certain items on the face of the income statement using a columnar presentation, as the Directors

consider that this assists in understanding the trading performance of the business and in making projections of future results.

Such items may include signiﬁcant items which occur infrequently, such as major restructuring activity, and those that are not

closely related to trading activity, such as amortisation charges relating to acquired intangible assets, costs associated with M&A

activity, proﬁts or losses arising on the disposal of operations, and the taxation eﬀect of such items.

1.7

New and revised IFRS

Certain new accounting amendments and interpretations have been published that are not mandatory for 31 December 2025

reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these amendments

and interpretations is that they are not expected to have a signiﬁcant impact on the Group’s ﬁnancial position, performance, cash

ﬂows and disclosures. There have been no changes in accounting policies during the year.

The Group is in the process of assessing the impact of IFRS 18, ‘Presentation and Disclosure in Financial Statements’, issued in April

2024, which will become eﬀective and be adopted for the ﬁnancial year beginning on 1 January 2027. The adoption of IFRS 18 will

result in certain changes to the presentation of items in the consolidated income statement and consolidated statement of cash

ﬂows; however, the overall impact on the Group’s consolidated ﬁnancial statements is not expected to be material.

Strategic report

Governance

Financial statements

147

Accounting Policies

2.1

Revenue recognition

Where the Group provides consumable products only, one performance obligation is present. The performance obligation is

to deliver consumables to the customer and is satisﬁed upon delivery of these items. Similarly, where a contract is for the supply

of standard equipment, there is one performance obligation and revenue is primarily recognised at a point in time, being upon

delivery of these items.

The Group also enters into some contracts with customers in the steel industry under which it primarily provides consumable items,

but also equipment and/or technical assistance (‘service contracts’) to facilitate these customers’ steel production processes.

The customer beneﬁts from the combined output of these contracts, being the use of Vesuvius consumables, equipment and

technicians to support the customer’s production of steel. The individual elements of these contracts are not distinct because

Vesuvius is compensated by the eﬃcient use of refractory material, optimised through a combination of the consumable itself

and its application by experienced technicians. The performance obligations are therefore bundled into a single performance

obligation and revenue is recognised at a point in time, based on volume of steel produced by customers.

For service contracts the bundled performance obligation is deemed to be the provision of consumables and, in some cases,

labour to facilitate production of customer steel.

Determining and allocating the transaction price to performance obligations

The transaction price is determined and allocated with reference to the individual prices of consumables or equipment speciﬁed in

the contract or customer purchase orders. If a stand-alone selling price is not available, the Group will estimate the selling price

with reference to the price that would be charged for the goods or services if they were sold separately.

Contracts are to be settled in cash. They do not typically contain any variable consideration, discounts, refunds, rebates,

warranties or signiﬁcant ﬁnancing components.

Duration of contracts

The duration of the Group’s contracts with customers is typically less than one year and accordingly the Group has taken the

practical expedient within IFRS 15 to not disclose the transaction price allocated to unsatisﬁed (whole or partially) performance

obligations as at the end of the reporting period.

Customer credit risk and payment terms

The Group assesses customer credit risk and recognises revenue when such risk is considered low and the consideration cash ﬂows

due are reasonably expected to ﬂow to the Group. Typically, the Group will not transact with customers where credit risk concerns

are identiﬁed and therefore there is no material unrecognised revenue as a result of credit risk.

Customer payment terms are set out in revenue contracts and do not exceed one year. Accordingly, trade receivables and contract

assets are expected to derive cash inﬂows for the Group within less than 12 months.

148

Vesuvius plc

Annual Report and Financial Statements 2025

Notes to the Group Financial Statements

continued

Accounting Policies

continued

2.2

Taxes

Tax expense represents the sum of current tax and deferred tax. Current and deferred tax are recognised in proﬁt or loss except

to the extent that they relate to items charged or credited in the Group Statement of Comprehensive Income or Group Statement

of Changes in Equity, in which case the associated tax is also recognised in those statements.

Current tax

Current tax is based on taxable proﬁt for the year. Taxable proﬁt diﬀers from proﬁt before tax as reported in the Group Income

Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes

items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been

enacted, or substantively enacted, by the balance sheet date.

A provision is recognised when the Group considers it has a present tax obligation as the result of a past event and it is probable

that the Group will be required to settle that obligation. Provisions established for such uncertain tax positions are made using

a best estimate of the tax expected to be paid, based on a qualitative and quantitative assessment of all relevant information.

Such a provision is typically required where the underlying tax issue is subject to interpretation and remains to be agreed, and

therefore is uncertain as to outcome. Principally, the uncertain tax positions for which a provision is made relate to the

interpretation of tax legislation and guidance regarding transfer pricing arrangements that have been entered into in the normal

course of business. In accordance with IAS 12, tax provisions are included as income tax payable on the face of the Group Balance

Sheet, and movements in tax provisions are included within income tax charges or credits in the Group Income Statement.

In assessing any appropriate provision requirements for uncertain tax items, the Group considers progress made in discussions

with the tax authorities, expert advice on the likely outcome and any recent developments in case law. Due to the uncertainty

associated with such tax items, it is possible that at a future date, on conclusion of the open matters, the ﬁnal outcome may

vary materially. Any such variations will aﬀect the ﬁnancial results in the year in which such a determination is made.

Deferred tax

Deferred tax is recognised on diﬀerences between the carrying amounts of assets and liabilities in the ﬁnancial statements and

the corresponding tax bases used in the computation of taxable proﬁt, and is accounted for using the balance sheet liability

method. Deferred tax liabilities are generally recognised for all taxable temporary diﬀerences and deferred tax assets are

recognised to the extent that it is probable that taxable proﬁts will be available against which deductible temporary diﬀerences

can be utilised. Such assets and liabilities are not recognised if the temporary diﬀerence arises from the initial recognition of

goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that

aﬀects neither the taxable proﬁt nor the accounting proﬁt. Deferred tax is calculated at the tax rates that are expected to apply in

the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted, or substantively

enacted, by the balance sheet date.

Deferred tax liabilities are recognised for taxable temporary diﬀerences arising on investments in subsidiaries and interests in joint

ventures, except where the Group is able to control the reversal of the temporary diﬀerence and it is probable that the temporary

diﬀerence will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet

date and reduced to the extent that it is no longer probable that suﬃcient taxable proﬁts will be available to allow all or part of the

asset to be recovered. Deferred tax assets and liabilities are oﬀset when there is a legally enforceable right to set oﬀ current tax

assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group

intends to settle its current tax assets and liabilities on a net basis.

2.3

Cash and cash equivalents

Cash and short-term deposits in the Group balance sheet consist of cash at bank and in hand, and short-term deposits with

original maturity of three months or less or that can be readily convertible to known amounts of cash with insigniﬁcant risk of

changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are

included as a component of cash and cash equivalents for the purpose of the Group Statement of Cash Flows.

Certain of the Group’s cash and overdrafts are subject to cash pooling arrangements, some of which involve the oﬀsetting of

credit and debit balances.

Accounting Policies

continued

Strategic report

Governance

Financial statements

149

2.4

Property, plant and equipment

Freehold land and construction in progress are carried at cost less accumulated impairment losses. The Group recognises a

right-of-use asset at the lease commencement date. The asset is initially measured as the present value of the lease payments that

are not paid at the commencement date, discounted using the interest rate implicit in the lease, and depreciated using the

straight-line method over the lease term. Other items of property, plant and equipment are carried at cost less accumulated

depreciation and accumulated impairment losses. Costs are capitalised only when it is probable that they will result in future

economic beneﬁts ﬂowing to the Group and when they can be measured reliably. Costs are capitalised to construction in progress

where an asset is being developed. This is then transferred to the relevant asset class and depreciated when the asset is ready for

use. All other repairs and maintenance expenditures are charged to the Group Income Statement in the period in which they are

incurred.

Freehold land is not depreciated as it has an inﬁnite life. Depreciation on other items of property, plant and equipment begins

when the asset is available for use and is charged to the Group Income Statement on a straight-line basis so as to write oﬀ the cost

less the estimated residual value of the asset over its estimated useful life as follows:



Asset category		Estimated useful life
Freehold property		between 10 and 50 years
Leasehold property		shorter of the asset’s useful life and lease term
Right-of-use assets		shorter of the asset’s useful life and lease term
Plant and equipment	– motor vehicles and IT equipment	between 1 and 5 years
	– other	between 3 and 15 years

The depreciation method used, residual values and estimated useful lives are reviewed annually and changed, if appropriate. An

asset’s carrying amount is immediately written down to its recoverable amount if its carrying amount is greater than its estimated

recoverable amount. Gains and losses arising on disposals are determined by comparing sales proceeds with carrying amount

and are recognised in the Group Income Statement.

2.5

Intangible assets

Goodwill

Goodwill arising in a business combination is initially recognised as an asset at cost, measured as the excess of the aggregate of

the acquisition-date fair value of the consideration transferred and the amount of any non-controlling interest acquired over the

net of the acquisition-date fair value amounts of the identiﬁable assets acquired and liabilities assumed. Goodwill is subsequently

measured at cost less accumulated impairment losses, with impairment testing carried out annually, or more frequently when

there is an indication that the cash-generating unit (CGU) to which the goodwill has been allocated may be impaired. On disposal

of a business, the attributable amount of goodwill is included in the calculation of the proﬁt or loss on disposal.

Other intangible assets

Intangible assets other than goodwill are recognised on business combinations if they are separable, or if they arise from

contractual or other legal rights, and their value can be measured reliably. They are initially measured at cost, which is equal to

the acquisition-date fair value, and subsequently measured at cost less accumulated amortisation charges and accumulated

impairment losses. Other intangible assets are subject to impairment testing when there is an indication that an impairment loss

may have been incurred and are amortised over their estimated useful lives. Amortisation of acquired intangible assets forms part

of Administration, selling and distribution costs on the Income Statement.

Research and development costs

The Group’s research activity involves long-range, ‘blue sky’ investigation, the ﬁndings from which may be used in the future to

develop new or substantially improved products. Expenditure on research activities is recognised in the Group Income Statement

as an expense in the year in which it is incurred.

Development is the application of research ﬁndings for the production of new or substantially improved products, processes

and services before the start of commercial production. Development expenditure is capitalised only if the strict intangible asset

recognition criteria set out in IAS 38 Intangible Assets have been met at the time the expenditure is incurred, being when

expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic beneﬁts

are probable and the Group intends to and has suﬃcient resources to complete development and to use or sell the asset.

Otherwise, it is recognised in the Group Income Statement as an expense in the year in which it is incurred. In 2025 and 2024, no

projects met the criteria for IAS 38 capitalisation.

Software

The costs of ERP system implementations, including the purchase cost of the software and the time costs of employees directly

involved in the implementation work, is capitalised and amortised over a period of no more than ﬁfteen years.

Notes to the Group Financial Statements

continued

Accounting Policies

continued

150

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Annual Report and Financial Statements 2025

2.6

Impairment of tangible and intangible assets

The Directors regularly review the performance of the business and the external business environment to determine whether there

is any indication that the Group’s tangible and intangible assets have suﬀered an impairment loss. If such indication exists, the

higher of the value in use and the fair value less costs to sell of the asset is estimated and compared with the carrying value in order

to determine the extent, if any, of the impairment loss. Where it is not feasible to estimate the recoverable amount of an individual

asset, the Directors estimate the recoverable amount of the CGU to which the asset belongs. In addition, goodwill is tested for

impairment on an annual basis. Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to

beneﬁt from the synergies of the combination and the Directors carry out annual impairment testing of the carrying value of each

CGU.

For the purpose of impairment testing, the recoverable amount of an asset or CGU is the higher of (i) its fair value less costs to sell

and (ii) its value in use. An impairment loss recognised for goodwill is not reversed in a subsequent period. An impairment loss

recognised in a prior year for an asset other than goodwill may be reversed where there has been a sustained change in the

estimates used to measure the asset’s recoverable amount since the impairment loss was recognised.

2.7

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the eﬀective

interest method, less impairment losses. Details on impairment of ﬁnancial assets are disclosed in Note 25.

2.8

Inventories

Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in purchasing or

manufacturing inventories together with all other costs directly incurred in bringing the inventory to its present location and

condition and, where appropriate, attributable production overheads based on normal activity levels.

Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in

marketing, selling and distribution. The amount of any write-down of inventories to net realisable value is recognised as an

expense in the year in which the write-down occurs.

2.9

Issued share capital

Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.

Where shares are redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the

Company’s share capital is diminished on cancellation of the shares is transferred to the capital redemption reserve.

Accounting Policies

continued

Strategic report

Governance

Financial statements

151

2.10

Financial risk management

Valuation of ﬁnancial assets and liabilities

The Group’s ﬁnancial assets and liabilities are measured as appropriate either at amortised cost or at fair value through other

comprehensive income or at fair value through proﬁt and loss.

IFRS 13 Fair Value Measurement requires classiﬁcation of ﬁnancial instruments within a hierarchy that prioritises the inputs

to fair value measurement. The three levels of the fair value hierarchy are:

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities

Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly

Level 3 – Inputs that are not based on observable market data

Trade receivables and other receivables are amounts due for goods sold or services performed in the ordinary course of business.

Trade receivables are recognised initially at their fair value, which is the amount of consideration that is unconditional. The Group

holds the trade receivables and other receivables with the objective of collecting the contractual cash ﬂows (held to collect) and

therefore measures them at amortised cost.

Derivatives which do not meet the hedge accounting criteria are classiﬁed as fair value through proﬁt and loss (held for trading).

The cross-currency interest rate swaps (see Note 25.1) which meet the hedging criteria are measured at fair value through other

comprehensive income.

Loans and borrowings are initially recognised at fair value net of directly attributable transaction costs. After initial recognition,

they are measured at amortised cost, using the eﬀective interest method.

Foreign currencies

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and

liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate prevailing at that date.

Foreign exchange diﬀerences arising on translation are recognised in the income statement, unless they qualify for cash ﬂow or

net investment hedge accounting treatment, in which case the eﬀective portion is recognised directly in other comprehensive

income. Non-monetary items, other than those measured at fair value, are not retranslated subsequent to initial recognition.

Assets and liabilities of foreign operations are translated at the exchange rate prevailing at the balance sheet date. Income and

expenses of foreign operations are translated at average exchange rates with the exception of subsidiaries in hyperinﬂationary

economies that are translated at the closing rate at the end of the year. All resulting exchange diﬀerences, including exchange

diﬀerences arising from the translation of borrowings and other ﬁnancial instruments designated as hedges of such balances,

are recognised directly in other comprehensive income and accumulated in the translation reserve. On partial or full disposals

of a non-GBP functional currency subsidiary, joint venture or associate, the related accumulated exchange gains and losses

recognised in equity are reclassiﬁed from equity to the income statement.

Derivative ﬁnancial instruments

The Group uses derivative ﬁnancial instruments (‘derivatives’) to manage the ﬁnancial risks associated with some of its underlying

activities and the ﬁnancing of those activities. Derivatives are measured at fair value using market prices at the balance sheet

date. Any derivatives which form part of a hedge accounting relationship are designated as such on the date on which they

are executed. Any derivatives which do not form part of a designated hedge accounting relationship are classiﬁed as ‘held for

trading’ for accounting purposes and are accounted for at fair value through proﬁt or loss. They are presented as current assets

or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.

Notes to the Group Financial Statements

continued

Accounting Policies

continued

2.10

Financial risk management

continued

152

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Annual Report and Financial Statements 2025

Cash ﬂow hedges

Changes in the fair value of derivatives designated as cash ﬂow hedges are recognised in other comprehensive income to the

extent that the hedges are eﬀective. Any ineﬀective portion would immediately be recognised in net ﬁnance costs in the proﬁt or

loss. If a forecast transaction is no longer expected to occur, the amounts previously recognised in other comprehensive income

would be transferred to net ﬁnance costs in the proﬁt or loss.

Net investment hedges

The Group designates certain of its borrowings and derivatives as net investment hedges of its foreign operations. As with cash

ﬂow hedges, the eﬀective portion of the gain or loss on hedging instruments is recognised in other comprehensive income whilst

any ineﬀective portion would immediately be recognised in net ﬁnance costs in the proﬁt or loss. In the event a foreign operation

is disposed of or liquidated, amounts recognised in other comprehensive income are reclassiﬁed from equity to proﬁt or loss.

2.11

Leases

Lease liabilities are recognised at the present value of the remaining lease payments, discounted using the interest rate implicit in

the lease if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate

is used, calculated as the local government bond rate plus an interest rate spread. In cases where there is an option to terminate or

extend a lease, the duration of the lease assumed for this purpose reﬂects the Group’s existing intentions regarding such options.

Lease liabilities include the net present value of the following lease payments:

–

Fixed payments (including in-substance ﬁxed payments), less any lease incentives receivable

–

Variable lease payments that are based on an index or a rate

–

Amounts expected to be payable by the lessee under residual value guarantees

–

The exercise price of a purchase option if the lessee is reasonably certain to exercise that option

–

Payments of penalties for terminating the lease, if the lease term reﬂects the lessee exercising that option

For leases of low-value assets and short-term leases (shorter than 12 months) the exemptions within IFRS 16 are applied and

neither the asset nor the corresponding liability to the lessor is recognised in the Group Balance Sheet. Rentals payable under

these leases are charged to the Group Income Statement on a straight-line basis over the term of the lease. Beneﬁts received and

receivable as an incentive to enter these leases are also spread on a straight-line basis over the lease term.

2.12

Employee beneﬁts

The net liability or net surplus recognised in the Group Balance Sheet for the Group’s deﬁned beneﬁt plans is the present value of

the deﬁned beneﬁt obligation at the balance sheet date, less the fair value of the plan assets. The deﬁned beneﬁt obligation is

calculated by independent actuaries using the projected unit credit method and by discounting the estimated future cash ﬂows

using interest rates on high-quality corporate bonds that have durations approximating the terms of the related pension liability.

Any asset recognised in respect of a surplus arising from this calculation is limited to the asset ceiling, where this is the present value

of any economic beneﬁts available in the form of refunds or reductions in future contributions in respect of the plans. The Group

has an unconditional right to a refund of the UK surplus, as deﬁned under IFRIC 14, and considers that the possibility that a surplus

could be reduced or extinguished by discretionary actions by the Trustee does not aﬀect the existence of the asset at the end of the

reporting period. The Group therefore recognises a pension asset with respect to the scheme valued on an IAS 19 basis. No liability

is recognised with respect to further funding contributions.

The expense for the Group’s deﬁned beneﬁt plans is recognised in the Group Income Statement as shown in Note 27.7. Actuarial

gains and losses arising on the assets and liabilities of the plans are reported within the Group Statement of Comprehensive

Income; and gains and losses arising on settlements and curtailments are recognised in the Group Income Statement in the

same line as the item that gave rise to the settlement or curtailment or, if material, separately reported as a component of

operating proﬁt.

2.13

Share-based payments

The Group operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based

payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, fair value is

measured using a form of stochastic option pricing model. For grants with non-market-based conditions, fair value is measured

using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting period with a

corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the shares that will

eventually vest.

Accounting Policies

continued

Strategic report

Governance

Financial statements

153

2.14

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, using the eﬀective

interest method.

2.15

Provisions

Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group

will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to

settle the obligation at the balance sheet date. Where the eﬀect of the time value of money is material, provisions are discounted

using a pre-tax discount rate that reﬂects both the current market assessment of the time value of money and the speciﬁc risks

associated with the obligation. Where discounting is used, the increase in the provision due to the passage of time is recognised

as a ﬁnance cost.

Critical Accounting Judgements and Estimates

The major sources of judgement and estimation uncertainty are noted below.

3.1

Separately reported items (judgement)

The determination of items to be reported separately as outlined in Note 6 is judgemental. In making this assessment, the Group

considers whether the nature and materiality of such items means that separate disclosure would assist in an understanding of

trading performance and in making projections of future results.

3.2

Deferred tax asset recognition (estimate)

In recognising deferred tax assets, the Group considers the future proﬁtability based upon approved budgets and business plans

to determine future deferred tax recoverability. It is impractical to disclose the extent of the possible eﬀects of proﬁtability

assumptions on the Group’s deferred tax assets. It is reasonably possible that to the extent that actual outcomes diﬀer from

management’s estimates, material income tax charges or credits, and changes in current and deferred tax assets, may arise

within future periods.

3.3

Reportable segments for continuing operations (judgement)

The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the

Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the

economic characteristics of these operating segments, which include a similar nature of products, customers, production

processes and margins.

The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the

Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing

performance of the component. Taking into account the Group’s management and internal reporting structure, the operating

segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal

activities of each of these segments are described in the Strategic Report.

Notes to the Group Financial Statements

continued

Critical Accounting Judgements and Estimates

continued

154

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Annual Report and Financial Statements 2025

3.4

Employee beneﬁts (estimate)

The Group’s ﬁnancial statements include obligations associated with pension and other post-retirement beneﬁts to current and

former employees. It is the Directors’ responsibility to set the assumptions used in determining the key elements of the costs of

meeting such future obligations. These assumptions are set after consultation with the Group’s actuaries and include those used to

determine regular service costs and the ﬁnancing elements related to the plans’ assets and liabilities. Whilst the Directors believe

that the assumptions used are appropriate, a change in the assumptions could aﬀect the Group’s proﬁt and ﬁnancial position.

The pension obligations are most sensitive to a change in the mortality assumptions and therefore could materially change in the

next ﬁnancial year if the mortality assumptions change signiﬁcantly. Sensitivity disclosures are included in Note 27.2.

3.5

Impairment testing of goodwill (estimate)

Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units to which

these assets have been allocated. The value in use calculation requires estimation of future cash ﬂows expected to arise for the

cash-generating unit, the selection of suitable discount rates and the estimation of long-term growth rates. As determining such

assumptions is inherently uncertain and subject to future factors, there is the potential these may diﬀer in subsequent periods and

therefore materially change the conclusions reached. Sensitivity disclosures are included in Note 16.2.

3.6

Provisions (judgement and estimate)

Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering

taxation and environmental matters. Some of the Group’s subsidiaries are parties to legacy matter and other lawsuits, certain

of which are insured claims. Provisions are made for the expected amounts payable. To the extent insurance is in place, an asset is

recognised in other receivables in respect of associated insurance reimbursements.

There is judgement in determining whether a provision is required. For such matters and determining the value of provision needed

requires estimation of the timing, quantum and amount of associated outﬂows. Sensitivity disclosures are included in Note 30.1.

3.7

Business combinations (estimate)

Acquisitions require the determination of fair values of assets and liabilities acquired, including intangible assets. The valuation

of intangible assets is based on assumptions, including future growth rates, expected inﬂation rates, discount rate and useful

economic lives of the assets. The Group engages third-party specialists to assist with the identiﬁcation and valuation of acquired

intangible assets. Depending on the nature of the assets, the Group uses diﬀerent valuation methodologies to arrive at the fair

value including the excess earnings method, the relief from royalty method and the cost savings method. See Note 20.

Strategic report

Governance

Financial statements

155

Segment Information

4.1

Business segments

Operating segments for continuing operations

The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the

Group’s Chief Executive, who makes the key operating decisions. The operating segments are Steel Flow Control, Steel Advanced

Refractories, Steel Sensors & Probes, and the Foundry Division. The principal activities of each of these segments are described in

the Strategic Report.

The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the

Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the

economic characteristics of these operating segments which include a similar nature of products, customers, production

processes and margins.

Segment revenue represents revenue from external customers (inter-segment revenue is not material). Trading proﬁt includes

items directly attributable to a segment as well as those items that can be allocated on a reasonable basis.

4.2

Segmental analysis

The reportable segment results from continuing operations are presented below.



		2025
		Flow	Advanced	Sensors
		Control	Refractories	& Probes	Total Steel	Foundry	Total
	Note	£m	£m	£m	£m	£m	£m
Segment revenue		750.9	555.6	36.1	1,342.6	466.9	1,809.5
Segment adjusted EBITDA					168.0	48.9	216.9
Segment depreciation and amortisation					(48.0)	(17.8)	(65.8)
Segment trading proﬁt					120.0	31.1	151.1
Return on sales					8.9%	6.7%	8.4%
Cost reduction programme expenses	6				(12.3)	(6.6)	(18.9)
Acquisition and integration expenses	6				(3.6)	(3.4)	(7.0)
Amortisation of acquired
intangible assets							(10.6)
Operating proﬁt							114.6
Net ﬁnance costs	8						(18.4)
Share of post-tax proﬁt of joint ventures	17.2						1.0
Proﬁt before tax							97.2
Capital expenditure					75.8	23.8	99.6
Inventory	19				231.7	55.6	287.3
Trade receivables	18				273.8	87.4	361.2
Trade payables	29				(183.5)	(64.8)	(248.3)

Notes to the Group Financial Statements

continued

Segment Information

continued

4.2

Segmental analysis

continued

156

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Annual Report and Financial Statements 2025

| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | |
| | | 2024 | | | | | |
| | | Flow | Advanced | Sensors | | | |
| | | Control | Refractories | & Probes | Total Steel | Foundry | Total |
| | Note | £m | £m | £m | £m | £m | £m |
| Segment revenue | | 769.0 | 535.6 | 39.2 | 1,343.8 | 476.3 | 1,820.1 |
| Segment adjusted EBITDA | | | | | 197.2 | 53.0 | 250.2 |
| Segment depreciation and amortisation | | | | | (44.2) | (18.0) | (62.2) |
| Segment trading proﬁt | | | | | 153.0 | 35.0 | 188.0 |
| Return on sales | | | | | 11.4% | 7.4% | 10.3% |
| Cost reduction programme expenses | 6 | | | | (5.8) | (8.8) | (14.6) |
| Provision for future water treatment | | | | | | | |
| at disused mine | 6 | | | | | | (9.7) |
| Amortisation of acquired | | | | | | | |
| intangible assets | | | | | | | (10.0) |
| Operating proﬁt | | | | | | | 153.7 |
| Net ﬁnance costs | 8 | | | | | | (16.2) |
| Share of post-tax proﬁt of joint ventures | 17.2 | | | | | | 1.1 |
| Proﬁt before tax | | | | | | | 138.6 |
| Capital expenditure | | | | | 92.2 | 23.9 | 116.1 |
| Inventory | 19 | | | | 241.7 | 53.7 | 295.4 |
| Trade receivables | 18 | | | | 259.7 | 82.0 | 341.7 |
| Trade payables | 29 | | | | (180.1) | (61.6) | (241.7) |

The Chief Operating Decision Maker does not review non-current assets and non-current liabilities at a segmental level so these

disclosures are not included.

4.3

Geographical analysis



	External revenue		Non-current assets
	2025	2024	2025	2024
	£m	£m	£m	£m
EMEA	607.7	603.1	546.3	510.7
Asia	595.0	583.5	313.5	244.9
North America	473.1	487.8	418.4	410.7
South America	133.7	145.7	46.0	45.1
	1,809.5	1,820.1	1,324.2	1,211.4

External revenue disclosed in the table above is based upon the geographical location from which the products and services are

invoiced. Non-current assets exclude employee beneﬁts net surpluses, deferred tax assets and ﬁnancial instruments. Information

relating to the Group’s products and services is given in the Strategic Report. The Group is not dependent on any single customer

for its revenue and no single customer, for either of the years presented in the table above, accounts for more than 10% of the

Group’s total external revenue. £24.7m (2024: £50.7m) of revenue was generated from the UK, and total non-current assets in the

UK amounted to £100.9m (2024: £94.0m).

Strategic report

Governance

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157

Operating Proﬁt

5.1

Operating proﬁt is stated after charging/(crediting)



		2025	2024
	Note	£m	£m
Cost of materials recognised as an expense	19	825.5	807.9
Employee expenses	7	465.7	474.3
Depreciation	14	63.5	60.9
Amortisation	15	12.9	11.3
Expected credit loss allowances	25.1	(0.8)	(2.9)

Included within several rows in the disclosure above are research and development expenses totalling £35.3m (2024: £36.9m).

5.2

Amounts payable to PricewaterhouseCoopers LLP and their associates



	2025	2024
	£m	£m
Fees payable to the Company’s auditors and their associates for the audit
of the Parent Company and Consolidated Financial Statements	1.2	1.0
Fees payable to the Company’s auditors and their associates for other services:
Audit of the Company’s subsidiaries	1.0	1.1
Audit-related assurance services	0.2	0.2
	2.4	2.3

It is the Group’s policy not to use the Group’s auditors for non-audit services other than for audit-related services that are required

to be performed by auditors.

5.3

Amounts payable to Mazars LLP

Mazars LLP acts as external auditors of certain subsidiary entities. Total remuneration for the audit of these entities was £1.0m

(2024: £1.1m). This amount is not included in the table above.

Separately Reported Items

Cost reduction programme expenses

In November 2023, the Group initiated an eﬃciency programme with the aim of realising recurring cash cost savings.

The programme covers all of the Group’s activities worldwide and focuses on operational improvement, lean initiatives,

automation and digitalisation, as well as further optimisation of the manufacturing footprint.

Cost reduction programme expenses are excluded from trading proﬁt (adjusted operating proﬁt), allowing for a clear measure of

the Group’s operating performance.

During 2025, cost reduction programme expenses were £18.9m (2024: £14.6m). The charges reﬂect redundancy costs £10.2m

(2024: £10.8m), plant closure costs £4.8m (2024: £2.2m), and non-cash asset impairments £3.9m (2024: £1.6m). The net tax credit

attributable to these cost reduction programme expenses was £4.7m (2024: £2.6m).

Provision for future water treatment at disused mine

Details on the provision are disclosed in Note 30. In 2024, the forecast annual operating cost is £0.8m and the remaining period

for which water treatment will be required was reassessed to be 20 years, resulting in an increase in the provision and a charge

to the Income Statement for £nil (2024: £9.7m). The net tax credit attributable to these costs in respect of disused mine was £nil

(2024: £2.3m).

Acquisition and integration expenses

Acquisition and integration expenses of £7.0m have been drawn out as a separately reported item (2024: £nil). As these expenses

are not related to current trading, separate disclosure will assist users in better understanding ﬁnancial performance.

Notes to the Group Financial Statements

continued

158

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Annual Report and Financial Statements 2025

Employees

7.1

Employee expenses



		2025	2024
	Note	£m	£m
Wages and salaries		386.0	390.8
Social security costs		60.2	60.5
Share-based payments	28	3.0	6.2
Pension costs – deﬁned contribution pension plans	27	11.5	11.8
– deﬁned beneﬁt pension plans	27	5.1	4.8
Other post-retirement beneﬁts	27	(0.1)	0.2
Total employee expenses		465.7	474.3

7.2

Monthly average number of employees



	2025	2024
	no.	no.
Steel	8,744	9,061
Foundry	2,183	2,214
Total monthly average number of employees	10,927	11,275

As at 31 December 2025, the Group had 10,925 employees (2024: 11,133).

7.3

Remuneration of key management personnel

The remuneration of the Directors, who are the key management personnel of the Group, is set out below. Details of the Directors’

remuneration are disclosed in the Directors’ Remuneration Report on pages 97 to 124.



	2025	2024
	£m	£m
Short-term employee beneﬁts	1.7	2.0
Post-employment beneﬁts	0.1	0.2
Share-based payments	0.2	1.5
Total remuneration of key management personnel	2.0	3.7

Net Finance Costs



	2025	2024
	£m	£m
Interest payable on borrowings
Loans and overdrafts	18.2	19.3
Interest on lease liabilities	2.7	3.0
Amortisation of capitalised arrangement fees	1.5	1.0
Total interest payable on borrowings	22.4	23.3
Interest on net retirement beneﬁt obligations	1.2	1.6
Adjustment to discounts on provisions and other liabilities	3.0	2.2
Adjustment to discounts on receivables	(1.2)	(1.2)
Interest income	(7.0)	(9.7)
Net ﬁnance costs	18.4	16.2

Within the table above, total ﬁnance costs are £26.6m (2024: £27.1m) and total ﬁnance income is £8.2m (2024: £10.9m).

Strategic report

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Financial statements

159

Income Tax Charge

9.1

Income tax charge



	2025	2024
	£m	£m
Current tax
UK taxation	0.7	–
Overseas taxation	37.6	42.1
Adjustments in respect of prior years	(6.8)	(0.6)
Total current tax, continuing operations	31.5	41.5
Deferred tax
Origination and reversal of temporary taxable diﬀerences	2.6	0.1
Adjustments in respect of prior years	(1.7)	(3.3)
Total deferred tax, continuing operations	0.9	(3.2)
Total income tax charge	32.4	38.3
Total income tax charge attributable to:
Continuing operations – adjusted performance	36.5	47.2
– separately reported	(4.1)	(8.9)
Total income tax charge	32.4	38.3

The Group will incur top-up taxes due to Pillar Two legislation, and is liable to pay top-up tax for the diﬀerences between its GloBE

eﬀective tax rate in each jurisdiction and the 15% minimum rate. The Group has estimated that the eﬀective tax rates exceed 15%

in all jurisdictions in which it operates, except for United Arab Emirates where we have two subsidiaries. However, the amount is

immaterial at £0.1m (2024: £0.1m) and has been included within income tax in the Income Statement. There are no signiﬁcant

impacts on the Group’s ﬁnancial position, performance, cash ﬂows and earnings per share.

Included in the Group’s total income tax charge are charges and credits meeting the criteria set out in Note 1.6 to be treated as

separately reported items, as analysed in the following table:



	2025	2024
Separately reported items	£m	£m
Current tax deductions with respect to restructuring and strategic programmes	(4.4)	(2.6)
Withholding tax on dividends	2.9	–
Amortisation and utilisation of acquired intangibles	(2.1)	(2.6)
Recognition of deferred tax asset on acquired intangibles	–	–
Utilisation of operating losses	(0.5)	(1.3)
Other temporary diﬀerences	–	(2.4)
Total tax credit separately reported	(4.1)	(8.9)

The net tax debit reﬂected in the Group Statement of Comprehensive Income in the year amounted to a £2.2m charge

(2024: £0.8m charge) in both years primarily for net actuarial gains and losses on the employee beneﬁts plans.

9.2

Reconciliation of income tax charge to proﬁt before tax



	2025	2024
	£m	£m
Proﬁt before tax	97.2	138.6
Tax at the UK corporation tax rate of 25.0% (2024: 25.0%)	24.3	34.6
Overseas tax rate diﬀerences	1.3	1.2
Withholding taxes	8.4	5.5
(Income)/expenses not (taxable)/deductible for tax purposes	2.3	3.3
Changes in uncertain tax positions	(2.0)	(2.2)
Foreign Tax Credits expired/written oﬀ in the period	5.2	–
Utilisation of previously unrecognised tax losses	–	–
Deferred tax assets not recognised in the period	1.3	(0.2)
Deferred tax rate changes	0.1	–
Adjustments in respect of prior years	(8.5)	(3.9)
Total income tax charge	32.4	38.3

Notes to the Group Financial Statements

continued

Income Tax Charge

continued

160

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Annual Report and Financial Statements 2025

9.3

Deferred tax



		Other			Other
		operating	Pension	Intangible	temporary
	Interest	losses	costs	assets	diﬀerences	Total
	£m	£m	£m	£m	£m	£m
As at 1 January 2024	33.8	42.7	3.0	(18.1)	29.7	91.1
Exchange adjustments	0.2	(0.5)	(0.2)	0.1	0.5	0.1
Other net charge to Group Statement of
Comprehensive Income	–	–	(0.8)	–	–	(0.8)
Other net (charge)/credit to Group Income Statement	(5.7)	1.0	(1.9)	1.0	8.8	3.2
As at 31 December 2024	28.3	43.2	0.1	(17.0)	39.0	93.6
Exchange adjustments	1.5	0.1	0.1	–	(4.4)	(2.7)
Acquisitions	–	–	–	(8.1)	(1.0)	(9.1)
Other net charge to Group Statement of
Changes in Equity	–	–	–	0.3	–	0.3
Other net charge to Group Statement of
Comprehensive Income	–	–	(1.3)	(0.2)	(0.7)	(2.2)
Other net (charge)/credit to Group Income Statement	(0.9)	9.2	(0.7)	3.0	(11.4)	(0.8)
As at 31 December 2025	28.9	52.5	(1.8)	(22.0)	21.5	79.1



	2025	2024
	£m	£m
Recognised in the Group Balance Sheet as:
Non-current deferred tax assets	102.3	109.9
Non-current deferred tax liabilities	(23.2)	(16.3)
Net total deferred tax assets	79.1	93.6

The Group has modelled proportionate increases and decreases in relation to the expected taxable income based on the

approved budget and the results do not have a material impact on the deferred tax asset balance. The Group remains conﬁdent

of the recovery of these assets.

Other temporary diﬀerences consists of various other items where the accounting and tax basis diﬀer at the balance sheet date

and would result in a tax beneﬁt/(liability) in the future, including ﬁxed assets and provisions/accruals.

Tax loss carry-forwards and other temporary diﬀerences with a tax value of £17m (2024: £5.6m) were recognised by jurisdictions

reporting a loss. Based on approved business plans of these subsidiaries, the Directors consider it probable that the tax loss

carry-forwards and temporary diﬀerences can be oﬀset against future taxable proﬁts of these subsidiaries.

The total deferred tax assets not recognised as at 31 December 2025 were £155m (2024: £167.0m), as analysed below. In

accordance with the accounting policy in Note 9.1, these items have not been recognised as deferred tax assets on the basis that

their future economic beneﬁt is not probable. In total, there was a decrease of £12m (2024: £5.2m increase) in net unrecognised

deferred tax assets during the year, primarily driven by a prior year true-up to UK deferred tax assets following the conclusion of

a tax enquiry.

Included in these deferred tax assets and liabilities are net amounts expected to be utilised in 2025 of £8.4m (2024: £4.3m estimate

of 2025).



	2025	2024
	£m	£m
Operating losses (further described below)	97.2	92.6
Unrelieved US interest (may be carried forward indeﬁnitely)	–	–
Capital losses available to oﬀset future UK capital gains (may be carried forward indeﬁnitely)	45.5	45.5
UK ACT credits (may be carried forward indeﬁnitely)	–	19.3
Other temporary diﬀerences	12.3	9.6
Total deferred tax assets not recognised	155.0	167.0

Income Tax Charge

continued

9.3

Deferred tax

continued

Strategic report

Governance

Financial statements

161

The Group has signiﬁcant net operating losses with a tax value of £149.7m (2024: £135.9m), only £52.5m (2024: £43.3m) of which

meet the criteria set out in Note 9.1 to be recognised on the Group Balance Sheet.



	Operating	Operating		Operating	Operating
	losses	losses not		losses	losses not
	recognised	recognised	Total	recognised	recognised	Total
	2025	2025	2025	2024	2024	2024
	£m	£m	£m	£m	£m	£m
UK (may be carried forward indeﬁnitely)	40.9	72.2	113.1	35.8	74.2	110.0
US (due to expire 2025-2031)	1.3	–	1.3	1.5	–	1.5
ROW (may be carried forward indeﬁnitely)	10.3	25.0	35.3	6.0	18.4	24.4
	52.5	97.2	149.7	43.3	92.6	135.9

The £35.3m (2024: £24.4m) operating losses available to set against future income in the rest of the world arise in a number of

countries, reﬂecting the spread of the Group’s operations.

Deferred tax is not recognised in respect of the value of the Group’s unremitted earnings in subsidiaries and interests in joint

ventures where we are able to control the timing of the reversal of the temporary diﬀerences and it is probable that such

diﬀerences will not reverse in the foreseeable future. The main tax that would apply to unremitted earnings is dividend withholding

tax that would be deducted by the payer of these dividends.

The estimate for dividend WHT on unremitted earnings which has not been recorded in the accounts is £16.5m (2024: £20.7m).

The Group is within the scope of the OECD Pillar Two model rules, and it applies the IAS 12 exception to recognising and disclosing

information about deferred tax assets and liabilities related to Pillar Two income taxes.

9.4

Income tax payable and recoverable



	2025	2024
	£m	£m
Liabilities for income tax payable	(3.0)	(2.6)
Provisions for uncertain tax positions	(4.5)	(4.0)
	(7.5)	(6.6)
Plus: Income tax recoverable within one year	18.8	12.9
Net asset/(liability)	11.3	6.3

Provisions for uncertain tax positions are calculated in accordance with the policy outlined in Note 9.1 , and are treated as income

tax payable in accordance with IAS 12.

These provisions cover litigated tax matters as well as provisions for other risks where the Group believes it is more likely than not

that there would be a successful challenge by a tax authority to positions it has taken in its tax ﬁlings. By its nature, litigation can

result in sharp ﬂuctuations in cash ﬂow, both in and out, relating to taxes. Currently, management does not expect any material

adjustments to these provisions in 2026.

During the year, the provisions for uncertain tax positions have increased to £4.5m (2024: £4m). The increase of £0.5m (2024:

£2.3m decrease) can be explained by the acquisition of PiroMET which included an uncertain tax position partially oﬀset by the

conclusion of a tax enquiry in the UK.

Notes to the Group Financial Statements

continued

Income Tax Charge

continued

162

Vesuvius plc

Annual Report and Financial Statements 2025

9.5

Key factors impacting the sustainability of the adjusted eﬀective tax rate are as follows:

Material changes in the geographic mix of proﬁts

The Group’s headline eﬀective tax rate is sensitive to changes in the geographic mix of proﬁts and level of proﬁts and reﬂects

a combination of higher rates in certain jurisdictions such as Brazil, Germany, India, Mexico and the US and a lower headline

eﬀective tax rate in jurisdictions like China and Poland.

Changes in tax rates, tax reform and its interpretation

Changes in tax rates and laws in the jurisdictions in which the Group operates could have a material eﬀect on the Group’s headline

eﬀective tax rate.

Availability of tax advantaged rates

Vesuvius in China qualiﬁes for a tax advantaged rate of 15% (rather than the headline rate of 25%) on part of its proﬁts due to the

high-technology nature of its business.

Resolution of tax judgements

At any one time, the Group can be subject to a number of challenges by tax authorities in the jurisdictions in which it operates.

The outcome of these challenges is inherently uncertain, potentially resulting in a diﬀerent tax charge from the amounts

initially provided.

10.

Earnings per Share (EPS)

10.1

Earnings for EPS

Basic and diluted EPS are based upon the proﬁt attributable to owners of the Parent, as reported in the Group Income Statement.

The table below reconciles these diﬀerent proﬁt measures.



	2025	2024
	£m	£m
Proﬁt attributable to owners of the Parent	52.2	87.2
Adjustments for separately reported items:
Cost reduction programme expenses	18.9	14.6
Acquisition and integration expenses	7.0	–
Provision for future water treatment at disused mine	–	9.7
Amortisation of acquired intangible assets	10.6	10.0
Income tax credit	(4.1)	(8.9)
Adjusted proﬁt attributable to owners of the Parent	84.6	112.6

10.2

Weighted average number of shares



	2025	2024
	millions	millions
For calculating basic and adjusted EPS	247.1	260.0
Adjustment for potentially dilutive ordinary shares	3.0	3.7
For calculating diluted and diluted adjusted EPS	250.1	263.7

For the purposes of calculating diluted and diluted adjusted EPS, the weighted average number of ordinary shares is adjusted to

include the weighted average number of ordinary shares that would be issued on the conversion of all potentially dilutive ordinary

shares expected to vest, relating to the Company’s share-based payment plans. Potential ordinary shares are only treated as

dilutive when their conversion to ordinary shares would decrease EPS or increase loss per share.

10.3

Per share amounts



	2025	2024
	pence	pence
Earnings per share
– reported basic	21.1	33.5
– reported diluted	20.9	33.1
– adjusted basic 1	34.2	43.3
– adjusted diluted 1	33.8	42.7

For deﬁnitions of adjusted earnings per share, refer to Note 35.7.

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Governance

Financial statements

163

11.

Cash Generated from Operations



		2025	2024
	Note	£m	£m
Operating proﬁt		114.6	153.7
Adjustments for:
Cost reduction programme expenses	6	18.9	14.6
Acquisition and integration expenses	6	7.0	–
Provision for future water treatment at disused mine	6	–	9.7
Amortisation of acquired intangible assets		10.6	10.0
Trading proﬁt (adjusted operating proﬁt)		151.1	188.0
(Proﬁt)/loss relating to ﬁxed assets		(3.7)	(2.2)
Depreciation	14	63.5	60.9
Amortisation of software	15	2.3	1.3
Deﬁned beneﬁt retirement plans net charge	27	5.2	5.0
Net (increase)/decrease in inventories		10.8	(14.3)
Net (increase)/decrease in trade receivables		(19.8)	1.9
Net increase in trade payables		7.6	11.8
Net decrease in other working capital 1		(14.2)	(16.6)
Deﬁned beneﬁt retirement plans cash outﬂows	27	(9.7)	(9.4)
Outﬂow related to cost reduction programme	6	(16.0)	(7.9)
Outﬂow related to restructuring charges		(0.4)	(1.0)
Outﬂow related to acquisition and integration expenses	6	(2.6)	–
Water treatment at disused mine cash outﬂows	6	(0.7)	(0.8)
Cash generated from operations		173.4	216.7

Net increase/(decrease) in other working capital includes a movement in notes receivable of £8.6m in 2025 arising from a reduction in bankers drafts in China.

12.

Cash and Cash Equivalents



	2025	2024
	£m	£m
Cash and short-term deposits	190.6	186.4
Bank overdrafts	(3.1)	(7.8)
Cash and cash equivalents in the Group Statement of Cash Flows	187.5	178.6

Cash is held both centrally and in operating territories. For certain territories including Argentina, Egypt, and Russia cash is more

readily used locally than for broader Group purposes.

As at 31 December 2025, the Group held £18.0m (INR 2,180m) of cash classiﬁed as restricted. This amount was held in an escrow

account in accordance with the requirements of the Securities and Exchange Board of India. The balance earned interest at

market rates until its release from the escrow account on 27 February 2026.

The cash related to the acquisition of a 75% interest in Morganite Crucible (India) Limited from Morgan Advanced Materials plc,

which was completed during the year. As a result of the acquisition, the Group was required to undertake a mandatory tender

oﬀer (MTO) in respect of the remaining 25% of the shares in the target company that are publicly held. In accordance with

Indian regulatory requirements, the Group is required to place funds equal to the maximum potential consideration payable

under the MTO into an escrow account. Accordingly, the amount held in escrow represented the full purchase price of the MTO,

assuming it were taken up by all eligible public shareholders. Under the terms of the escrow arrangement, although the acquisition

has taken place, the Group could not access the funds until the relevant authorities in India granted approval for the release of

the escrow balance.

The full balance held in the escrow account is presented within cash and cash equivalents as it meets the deﬁnition of a cash

equivalent. For the purposes of the Group’s Alternative Performance Measures (APMs), no adjustment has been made in respect

of this restricted cash balance.

Notes to the Group Financial Statements

continued

164

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Annual Report and Financial Statements 2025

13.

Reconciliation of Movement in Net Debt



	Balance					Balance
	as at	Foreign	Fair value			as at
	1 January	exchange	gains/	Non-cash	Cash	31 December
	2025	adjustments	(losses)	movements*	ﬂow**	2025
	£m	£m	£m	£m	£m	£m
Cash and cash equivalents
Cash at bank and in hand	186.4	(9.9)	–	–	14.1	190.6
Bank overdrafts	(7.8)	(0.2)	–	–	4.9	(3.1)
	178.6	(10.1)	–	–	19.0	187.5
Borrowings, excluding bank overdrafts	(513.2)	(2.3)	–	(9.2)	(116.9)	(641.6)
Capitalised arrangement fees	0.8	–	–	(1.5)	3.5	2.8
Derivative ﬁnancial instruments	4.6	1.2	(5.7)	–	(1.2)	(1.1)
Net debt	(329.2)	(11.2)	(5.7)	(10.7)	(95.6)	(452.4)



	Balance					Balance
	as at	Foreign	Fair value			as at
	1 January	exchange	gains/	Non-cash	Cash	31 December
	2024	adjustments	(losses)	movements *	ﬂow **	2024
	£m	£m	£m	£m	£m	£m
Cash and cash equivalents
Cash at bank and in hand	164.2	(5.1)	–	–	27.3	186.4
Bank overdrafts	(3.4)	0.1	–	–	(4.5)	(7.8)
	160.8	(5.0)	–	–	22.8	178.6
Borrowings, excluding bank overdrafts	(400.6)	9.2	–	(18.2)	(103.6)	(513.2)
Capitalised arrangement fees	1.8	–	–	(1.0)	–	0.8
Derivative ﬁnancial instruments	0.5	–	4.1	–	–	4.6
Net debt	(237.5)	4.2	4.1	(19.2)	(80.8)	(329.2)

£8.4m (2024: £15.2m) of new leases were entered into during the year and £0.7m (2024: £nil) of leases were acquired (Note 20).

** Borrowings, excluding bank overdrafts include proceeds from borrowings, repayment of borrowings and payment of lease liabilities.

The Group routinely rolls over the principal of borrowings drawn under the committed syndicated bank facility. The procedure

may be repeated, depending on liquidity requirements of the Group, until the maturity date of the credit facility.

During the year, the Group reﬁnanced its committed syndicated bank facility. The reﬁnancing was contractually structured as

repayment and extinguishment of the existing facility of £385m and the utilisation of the replacement facility of £475m, executed

on 21 February 2025. The commitments under the replacement facility were subsequently increased to £522.5m with eﬀect from

30 May 2025. The settlement of principal amounts was performed by the facility agent on behalf of the participating banks and

did not result in any cash inﬂows or outﬂows through accounts controlled by the Group.

Strategic report

Governance

Financial statements

165

14.

Property, Plant and Equipment

14.1

Movement in net book value



			Right-of-use	Right-of-use
			assets – land	assets – plant
	Freehold	Leasehold	& buildings	& equipment	Plant and	Construction
	property	property	(Note 26.1)	(Note 26.1)	equipment	in progress	Total
	£m	£m	£m	£m	£m	£m	£m
Cost
As at 1 January 2024	278.8	0.1	53.6	43.5	657.6	83.2	1,116.8
Exchange adjustments	(8.9)	–	(1.6)	(1.6)	(20.8)	(4.0)	(36.9)
Capital expenditure additions	7.5	0.7	4.0	11.2	25.4	54.6	103.4
Disposals	(2.9)	–	(1.6)	(5.4)	(16.6)	(0.5)	(27.0)
Reclassiﬁcations	8.5	–	–	–	33.7	(42.2)	–
As at 31 December 2024 and 1 January 2025	283.0	0.8	54.4	47.7	679.3	91.1	1,156.3
Exchange adjustments	(2.5)	(0.5)	(1.6)	0.2	(6.9)	(1.0)	(12.3)
Capital expenditure additions	0.8	0.2	4.2	4.2	12.6	65.3	87.3
Acquisitions through business combinations	21.9	7.5	0.4	0.6	14.5	0.1	45.0
Disposals	(6.7)	–	(7.6)	(6.3)	(19.5)	(0.1)	(40.2)
Reclassiﬁcations	15.9	0.5	–	–	70.8	(87.2)	–
As at 31 December 2025	312.4	8.5	49.8	46.4	750.8	68.2	1,236.1
Accumulated depreciation and impairment losses
As at 1 January 2024	140.6	0.1	16.5	23.0	475.8	–	656.0
Exchange adjustments	(4.3)	–	(0.6)	(1.0)	(13.5)	–	(19.4)
Depreciation charge	10.4	–	6.1	9.5	34.9	–	60.9
Impairment	–	–	0.8	–	0.8	–	1.6
Disposals	(2.7)	–	(2.2)	(4.7)	(15.8)	–	(25.4)
Reclassiﬁcations	(0.2)	–	–	–	0.2	–	–
As at 31 December 2024 and 1 January 2025	143.8	0.1	20.6	26.8	482.4	–	673.7
Exchange adjustments	(0.8)	0.1	(0.3)	0.1	(5.7)	–	(6.6)
Depreciation charge	8.6	0.1	5.8	9.5	39.5	–	63.5
Impairment	–	–	0.1	–	0.8	–	0.9
Disposals	(5.2)	–	(5.3)	(5.8)	(18.3)	–	(34.6)
As at 31 December 2025	146.4	0.3	20.9	30.6	498.7	–	696.9
Net book value as at 31 December 2025	166.0	8.2	28.9	15.8	252.1	68.2	539.2
Net book value as at 31 December 2024	139.2	0.7	33.8	20.9	196.9	91.1	482.6

Capital commitments as at 31 December 2025 were £16.7m (31 December 2024: £26.7m).

Notes to the Group Financial Statements

continued

166

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Annual Report and Financial Statements 2025

15. Intangible Assets

Intangible assets comprise goodwill, other intangible assets that have been acquired through business combinations, and

software costs.

15.1

Movement in net book value



		Other				Other
		acquired				acquired
		intangible		2025		intangible		2024
	Goodwill	assets	Software	total	Goodwill	assets	Software	total
	£m	£m	£m	£m	£m	£m	£m	£m
Cost
As at 1 January	616.2	281.6	30.4	928.2	630.9	287.3	18.8	937.0
Exchange adjustments	(12.0)	(0.3)	1.8	(10.5)	(14.7)	(5.7)	(1.1)	(21.5)
Capital expenditure additions	–	–	12.3	12.3	–	–	12.7	12.7
Acquisitions (Note 20)	46.2	22.9	–	69.1	–	–	–	–
Disposals	–	–	(0.1)	(0.1)	–	–	–	–
As at 31 December	650.4	304.2	44.4	999.0	616.2	281.6	30.4	928.2
Accumulated amortisation
and impairment losses
As at 1 January	–	233.1	4.2	237.3	–	228.0	3.0	231.0
Exchange adjustments	–	0.9	0.1	1.0	–	(4.9)	(0.1)	(5.0)
Amortisation charge
for the year	–	10.6	2.3	12.9	–	10.0	1.3	11.3
Disposals	–	–	(0.1)	(0.1)	–	–	–	–
As at 31 December	–	244.6	6.5	251.1	–	233.1	4.2	237.3
Net book value as at
31 December	650.4	59.6	37.9	747.9	616.2	48.5	26.2	690.9

Of the £44.4m (2024: £30.4m) software cost as at 31 December 2025, £12.8m (2024: £12.5m) was in the course of construction.

Software comprises Enterprise Resource Planning tools in use and being developed. The software is installed on Vesuvius’ servers

and the Group has complete ownership of the assets.

Amortisation charge of £10.6m (2024: £10.0m) in respect of other acquired intangible assets includes £5.0m (2024: £5.1m)

recognised in respect of Foseco customer relationships, £3.6m (2024: £3.6m) in respect of the Foseco trade name and £2.0m

(2024: £1.3m) in respect of Advanced Refractories intangible assets.

During the year the Group made a number of acquisitions resulting in goodwill and intangible assets being recognised as

disclosed in note 20.

15.2

Analysis of goodwill by cash-generating unit (CGU)

Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to beneﬁt from the synergies of

the combination. For the purposes of impairment testing, the Directors consider that the Group has four CGUs: Steel Advanced

Refractories, Steel Flow Control, Steel Sensors & Probes, and the Foundry Division. These CGUs represent the lowest level at which

goodwill is monitored (Note 16.1).



	2025	2024
	£m	£m
Steel Flow Control	263.8	268.0
Steel Advanced Refractories	151.8	143.8
Foundry	234.8	204.4
Total goodwill	650.4	616.2

15. Intangible Assets

continued

Strategic report

Governance

Financial statements

167

15.3

Analysis of other acquired intangible assets

Other acquired intangible assets are amortised on a straight-line basis over their estimated useful lives. The assets acquired are

shown below.



	Net book	Net book
	value as at	value as at
	31 Dec 2025	31 Dec 2024
	£m	£m
Steel Flow Control, Steel Advanced Refractories & Foundry
– Foseco customer relationships (useful life: 20 years)	11.4	16.3
– Foseco trade name (useful life: 20 years)	8.1	11.7
Steel Advanced Refractories
– Refraforce customer relationships (useful life: 20 years)	0.7	–
– PiroMET customer relationships (useful life: 15 years)	6.9	–
– PiroMET non-compete arrangements (useful life: 5 years)	0.4	–
– URI customer relationships (useful life: 20 years)	5.0	5.7
– URI know-how (useful life: 20 years)	4.0	4.6
– CCPI customer relationships (useful life: 20 years)	8.8	10.2
Foundry
– MMS customer relationships (useful life: 15 years)	9.9	–
– MMS trade name (useful life: 20 years)	4.4	–
Total	59.6	48.5

16.

Impairment of Tangible and Intangible Assets

16.1

Key assumptions and methodology

The key assumptions in determining value in use are projected cash ﬂows, growth rates and discount rates. These are disclosed

as critical accounting estimates in Note 3.5.

Projected cash ﬂows for the next ﬁve years have been based on the latest Board-approved budgets and strategic plans. They

reﬂect management’s expectations of revenue, EBITDA growth, capital expenditure, working capital and adjusted operating

cash ﬂows to derive the annual cash ﬂows, based on past experience and future expectations of business performance, and take

into account the cyclicality of the business in which the CGU operates. Cash ﬂows from 2030 have been extrapolated using a

perpetuity growth rate of 2.5% (2024: 2.5%). The growth rate has been calculated using GDP growth forecasts published by the

International Monetary Fund for the Group’s end-markets.

The cash ﬂows have been discounted to their current value using pre-tax discount rates that reﬂect current market assessments of

the time value of money and the risks speciﬁc to the cash-generating unit. The assumptions used in the calculation of the discount

rates for each CGU have been benchmarked to externally available data. These are industry-speciﬁc beta coeﬃcients, risk-free

rates and equity risk premiums.

The pre-tax discount rates used for the Steel Flow Control and Steel Advanced Refractories CGUs was 12.4% (2024: 12.5%) and

for the Foundry CGU was 13.8% (2024: 13.8%). There is no goodwill or intangible assets in the Steel Sensors & Probes CGU.

The Group carried out its annual goodwill impairment test using the discount rates above and applying them to the latest

Board-approved cash ﬂows to calculate a value in use (VIU). The recoverable amount of each CGU exceeded its carrying value,

therefore no impairment charges have been recognised.

The Directors have considered the impact of climate change on expected future cash ﬂows. There is no material impact on the

future cash ﬂows.

16.

Impairment of Tangible and Intangible Assets

continued

Notes to the Group Financial Statements

continued

168

Vesuvius plc

Annual Report and Financial Statements 2025

16.2

Sensitivity of impairment reviews

Expected future cash ﬂows are inherently uncertain and could change materially over time. They are aﬀected by several factors,

including market and production estimates, together with economic factors such as prices, discount rates, currency exchange

rates, operational costs, and future capital expenditure.

The recoverable amount of all CGUs exceeded their carrying value on the basis of the assumptions set out above and any

reasonably possible changes thereof, except for Steel Advanced Refractories and Foundry, where a reasonably possible change

could lead to an impairment. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions as

set out in the table below.



			Impairment charge,
Key assumption	Relevant CGU	Sensitivity	£m
Annual cash ﬂows	Steel Advanced Refractories	Decrease the annual cash ﬂows by 20%	(40.2)
Annual cash ﬂows	Foundry	Decrease the annual cash ﬂows by 20%	(32.0)

A 12% decrease in annual cash ﬂows would result in the AR CGU having a recoverable amount equal to its carrying value.

A 15% decrease in annual cash ﬂows would result in the Foundry CGU having a recoverable amount equal to its carrying value.

Strategic report

Governance

Financial statements

169

17.

Investments in Subsidiaries, Joint Ventures and Associates

17.1

Investment in subsidiaries

A subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has

rights to, variable returns from its involvement with the entity and can aﬀect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group.

The subsidiaries of Vesuvius plc and the countries in which they are incorporated are set out below. With the exception of

Vesuvius Holdings Limited, whose ordinary share capital was directly held by Vesuvius plc, the ordinary capital of the companies

listed below was wholly owned by a Vesuvius plc subsidiary as at 31 December 2025. Details of the joint ventures and associates

are disclosed in Note 17.2.



Company
legal name	Registered oﬃce address	Jurisdiction
BMI Refractory	600 N 2nd Street, Suite 401,	US
Services Inc.	Harrisburg, PA 17101-1071,	(Pennsylvania)
	United States
Brazil 1 Limited	165 Fleet Street, London,	England
	EC4A 2AE, England
CCPI Inc.	Suite 201, 910 Foulk Road,	US
	Wilmington, New Castle,	(Delaware)
	DE 19803, United States
Cookson	Km 7 1/2, Autopista San Isidro,	Dominican
Dominicana,	Ediﬁcio Modelo A, Zona Franca	Republic
SRL	San Isidro, Santo Domingo
	Oeste, Dominican Republic
Flo-Con	CT Corporation, 1209 Orange	US
Holding, Inc.	Street, The Corporation Trust	(Delaware)
	Company, Wilmington,
	DE 19801, United States
Foseco (Jersey)	44 Esplanade, St Helier,	Jersey
Limited	JE4 9WG, Jersey
Foseco (UK)	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Foseco Espanola	5, Barrio Elizalde, Izurza,	Spain
S.A.	Bizkaia, 48213, Spain
Foseco	5, Barrio Elizalde,	Spain
Fundición Holding	Izurza, Bizkaia,
(Espanola), S.L.	48213, Spain
Foseco Holding	165 Fleet Street, London,	England
(Europe) Limited	EC4A 2AE, England
Foseco Holding	12 Bosworth Street,	South Africa
(South Africa)	Alrode, Alberton, 1449,
(Pty) Limited	South Africa
Foseco	Rivium Boulevard 301,	Netherlands
Holding BV	Capelle aan den Ijssel,
	Rotterdam 2909LK,
	Netherlands
Foseco Holding	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Foseco Holding	165 Fleet Street, London,	England
International	EC4A 2AE, England
Limited
Foseco Industrial e	Km 15, Rodovia Raposo	Brazil
Comercial Ltda	Tavares, Butanta Cep,
	São Paulo, 05577-100, Brazil
Foseco	170/69, 22nd Floor Ocean	Thailand
International	Tower 1, Ratchadapisek Road,
Holding	Klongtoey, Bangkok,
(Thailand) Limited	10110, Thailand



Company
legal name	Registered oﬃce address	Jurisdiction
Foseco	165 Fleet Street, London,	England
International	EC4A 2AE, England
Limited
Foseco Japan	9th Floor, Orix Kobe Sannomiya	Japan
Limited	Building, 6-1-10, Goko dori,
	Chuo-ku, Kobe Hyogo,
	651-0087, Japan
Foseco Korea	74 Jeongju-ro, Bucheon-si,	Republic of
Limited	Gyeonggi-do, 14523,	Korea
	South Korea
Foseco	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Foseco	CT Corporation, 1209 Orange	US
Metallurgical Inc.	Street, The Corporation Trust	(Delaware)
Company, Wilmington,
DE 19801, United States
Foseco	Binnenhavenstraat 20, 7553 GJ	Netherlands
Nederland BV	Hengelo (OV), Netherlands
Foseco Overseas	165 Fleet Street, London,	England
Limited EC4A 2AE, England
Foseco Portugal	Rua Manuel Pinto de Azevedo,	Portugal
Produtos Para	No 626 4100-320 Porto,
Fundiçâo Lda	Portugal
Foseco S.A.S.	17 rue Mozart, Batiment A,	France
	77185 Lognes, France
Foseco	165 Fleet Street, London,	England
Technology	EC4A 2AE, England
Limited
J.H. France	CT Corporation, 1209 Orange	US
Refractories	Street, The Corporation Trust	(Delaware)
Company	Company, Wilmington,
	DE 19801, United States
Mainsail	Victoria Place, 5th Floor,	Bermuda
Insurance	31 Victoria Street, Pembroke,
Company Limited	Hamilton, HM 10, Bermuda
PT Foseco	Jl Rawa Gelam 2/5, Kawasan	Indonesia
Indonesia	Industri, Pulogadung, Jakarta,
	13930, Indonesia
PT Foseco	Jl Rawa Gelam 2/5, Kawasan	Indonesia
Trading Indonesia	Industri, Pulogadung, Jakarta,
	13930, Indonesia
Realisations 789,	CT Corporation, 1209 Orange	US (Delaware)
LLC	Street, The Corporation Trust
	Company, Wilmington,
	DE 19801, United States

Notes to the Group Financial Statements

continued

17.

Investments in Subsidiaries, Joint Ventures and Associates

continued

17.1

Investment in subsidiaries

continued

170

Vesuvius plc

Annual Report and Financial Statements 2025


Company
legal name	Registered oﬃce address	Jurisdiction
SIDERMES Inc.	175 montée Calixa-Lavallée,	Canada
Vesuvius Sensors	Verchêres, Québec J0L2R0,	(Ontario)
and Probes	Canada
SIR	Siegener Strasse 152,	Germany
Feuerfestprodukte	Kreuztal, D-57223,
GmbH	Germany
SOLED S.A.S.	68, rue Paul Deudon,	France
Vesuvius Sensors	59750 Feignies, France
and Probes France
Vesuvius	170/69, 22nd Floor Ocean	Thailand
(Thailand)	Tower 1, Ratchadapisek Road,
Co., Limited	Klongtoey, Bangkok,
	10110, Thailand
Vesuvius	Street Urquiza, 919,	Argentina
(V.E.A.R.) S.A.	Floor 2, Rosario, Provincia
	de Santa Fé, Argentina
Vesuvius Advanced	Xiaotaizi Village, Ningyuan	China
Ceramics (Anshan)	Town, Qianshan District, Anshan,
Co., Limited	Liaoning Province, 114011, China
Vesuvius	221 Xing Ming Street,	China
Advanced	China-Singapore Suzhou Ind
Ceramics (China)	Park, Suzhou, Jiangsu Province,
Co., Limited	215021, China
Vesuvius	1209 Orange Street, Wilmington,	US (Delaware)
America, Inc.	DE 19801, United States
Vesuvius Australia	40–46 Gloucester Boulevarde,	Australia
(Holding) Pty	Port Kembla, NSW, 2505,
Limited	Australia
Vesuvius Australia	40–46 Gloucester Boulevarde,	Australia
Pty Limited	Port Kembla, NSW, 2505,
	Australia
Vesuvius	Zandvoordestraat 366,	Belgium
Belgium N.V.	Oostende, B-8400, Belgium
Vesuvius	181 Bay Street, Suite 1800,	Canada
Canada Inc	Toronto, Ontario, M5J 2T9,	(Ontario)
	Canada
Vesuvius Ceramics	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Vesuvius China	86/F International Commerce	Hong Kong
Holdings	Centre, 1 Austin Road West,
Co. Limited	Kowloon, Hong Kong
Vesuvius	165 Fleet Street, London,	England
China Limited	EC4A 2AE, England
Vesuvius Colombia	Calle 90 No. 13 A 31, Piso 6,	Colombia
S.A.S.	Bogota City, 110911, Colombia
Vesuvius	Via Nassa 17, Lugano,	Switzerland
Corporation S.A.	CH 6900, Switzerland
Vesuvius Crucible	No. 108 Tongsheng Road,	China
Co., Ltd	Shengpu Town, Suzhou
	Industrial Park, 215126, China
Vesuvius Crucible	Noltinastr. 29, 37297	Germany
GmbH	Berkatal, Germany
Vesuvius Crucible,	1209 Orange Street, Wilmington,	US
Inc.	DE 19801, United States	(Delaware)
Vesuvius	ul. Kołowa 8, 30-134 Kraków,	Poland
CSD Sp z.o.o.	Poland
Vesuvius	Warehouse No: 1J-09/3,	United Arab
Emirates FZE	P O Box 49261,	Emirates
	Hamriyah Free Zone, Sharjah,
	United Arab Emirates
Vesuvius	Gelsenkirchener Strasse 10,	Germany
Europe GmbH	Borken, D-46325, Germany


Company
legal name	Registered oﬃce address	Jurisdiction
Vesuvius	17 Rue de Douvrain, Ghlin,	Belgium
Europe S.A.	7011, Belgium
Vesuvius	41, Boulevard Marcel Sembat,	France
Europe S.A.S.	69200, Venissieux, France
Vesuvius Financial	165 Fleet Street, London,	England
1 Limited	EC4A 2AE, England
Vesuvius	Pajamäentie 8D7,	Finland
Finland OY	00360 Helsinki, Finland
Vesuvius Foundry	12 Wei Wen Road,	China
Products (Suzhou)	China-Singapore Suzhou Ind
Co. Limited	Park, Suzhou, Jiangsu Province,
	215122, China
Vesuvius Foundry	2 Changchun Road,	China
Technologies	Economic Development Area,
(Jiangsu) Co.	Changshu, Jiangsu,
Limited	215537, China
Vesuvius	Rue Paul Deudon 68, Boite	France
France S.A.	Postale 19, Feignies 59750,
	France
Vesuvius	Gelsenkirchener Strasse 10,	Germany
GmbH	Borken, D-46325, Germany
Vesuvius	165 Fleet Street, London,	England
Group Limited	EC4A 2AE, England
Vesuvius	17 Rue de Douvrain, Ghlin,	Belgium
Group S.A.	7011, Belgium
Vesuvius Holding	Gelsenkirchener Strasse 10,	Germany
Deutschland	Borken, D-46325,
GmbH	Germany
Vesuvius Holding	68 Rue Paul Deudon, Boite	France
France S.A.S.	Postale 19, Feignies 59750,
	France
Vesuvius Holding	Via Mantova 10,	Italy
Italia – Società a	20835 Muggio
Responsabilità	MB, Italy
Limitata
Vesuvius	165 Fleet Street, London	England
Holdings Limited	EC4A 2AE, England
Vesuvius Ibérica	Capitán Haya, 56 – 1ºH,	Spain
Refractarios S.A.	28020 Madrid, Spain
Vesuvius	165 Fleet Street,	England
Investments	London, EC4A 2AE,
Limited	England
Vesuvius Istanbul	Gebze OSB2 Mh. 1700.,	Turkey
Refrakter Sanayi	Sok No:1704/1, Cayirova,
ve Ticaret AS	Kocaeli, 41420, Turkey
Vesuvius IT and	10th Floor, Unit No. 2,	India
Shared Services	Fountainhead-Tower 3, B Wing,
Private Limited	Phoenix Market City, Viman
	nagar, Pune, Pune- 411014,
	Maharashtra, India
Vesuvius Italia	Via Mantova 10,	Italy
S.p.A.	20835 Muggio MB, Italy
Vesuvius	9th Floor, Orix Kobe Sannomiya	Japan
Japan Inc.	Building 6-1-10, Goko dori,
	Chou-ku, Kobe Hyogo,
	651-0087, Japan
Vesuvius Life Plan	165 Fleet Street, London,	England
Trustee Limited	EC4A 2AE, England
Vesuvius LLC	502, 5th ﬂoor, 1 Myasicsheva	Russia
	str., Zhukovsky, Moscow region,
	140180, Russian Federation

17.

Investments in Subsidiaries, Joint Ventures and Associates

continued

17.1

Investment in subsidiaries

continued

Strategic report

Governance

Financial statements

171

| | | |
| --- | --- | --- |
| | |
| Company | | |
| legal name | Registered oﬃce address | Jurisdiction |
| Vesuvius | Unit 30-01, Level 30 Tower A, | Malaysia |
| Malaysia | Vertical Business Suite Avenue 3, | |
| Sdn Bhd | Bangsar South, No 8 Jalan | |
| | Kerinchi, 59200, Kuala Lumpur, | |
| | Malaysia | |
| Vesuvius | 165 Fleet Street, London, | England |
| Management | EC4A 2AE, England | |
| Services Limited | | |
| Vesuvius Mexico | Av. Ruiz Cortinez, Num. 140, | Mexico |
| S.A. de C.V. | Colonia Jardines de San Rafael, | |
| | Guadalupe, Nuevo León, CP | |
| | 67119, Mexico | |
| Vesuvius | 56, St 15, Apt 103, Maadi, | Egypt |
| Mid-East Limited | Cairo, 11728, Egypt | |
| Vesuvius Moravia, | Konska c.p. 740, Trinec, | Czech Republic |
| s.r.o. | 739 61, Czech Republic | |
| Vesuvius Mulheim | Gelsenkirchener Strasse 10, | Germany |
| GmbH | Borken, D-46325, Germany | |
| Vesuvius NC, LLC | Corporation Trust Center, | US |
| | 1209 Orange Street, | (Delaware) |
| | Wilmington, New Castle County, | |
| | DE 19801, United States | |
| Vesuvius New | Level 5 Deloitte Centre, | New Zealand |
| Zealand Limited | 1 Queen Street, Auckland, | |
| | 1010, New Zealand | |
| Vesuvius Overseas | 165 Fleet Street, London, | England |
| Investments | EC4A 2AE, England | |
| Limited | | |
| Vesuvius Overseas | 165 Fleet Street, London, | England |
| Limited | EC4A 2AE, England | |
| Vesuvius Pension | 165 Fleet Street, London, | England |
| Plans Trustees | EC4A 2AE, England | |
| Limited | | |
| Vesuvius Peru | Calle Dean Valdivia 148, piso 11 | Peru |
| S.A.C. | – oﬁcina 1134, Ediﬁcio Platinum | |
| | Plaza – San Isidro, Lima, Peru | |
| Vesuvius Poland | Ul Tyniecka 12, Skawina, | Poland |
| Sp z.o.o. | 32-050, Poland | |
| Vesuvius Process | 41, Boulevard Marcel Sembat, | France |
| Metrix S.A.S. | 69200, Venissieux, France | |
| Vesuvius Ras Al | Street No. F14, RAK Investment | United Arab |
| Khaimah FZ-LLC | Authority Free Zone, Al Hamra, | Emirates |
| | Ras Al Khaimah, PO Box 86408, | |
| | United Arab Emirates | |
| Vesuvius | Street San Martin 870, | Chile |
| Refractarios de | Room 308, Tower B, | |
| Chile S.A. | Concepcion, Chile | |
| Vesuvius | Galati, Marea Unire avenue 107, | Romania |
| Refractories S.r.l. | Galati county, 800329, Romania | |
| Vesuvius | Room No. 9, 3rd Floor, 7 Ganesh | India |
| Refractory India | Chandra Avenue, Kolkata, | |
| Private Limited | WB 700013, India | |



Company
legal name	Registered oﬃce address	Jurisdiction
Vesuvius	Avenida Brasil 49550, Distrito	Brazil
Refratários	Industrial de Palmares, Campo
Ltda	Grande, Rio de Janeiro, 23065-
	480, Brazil
Vesuvius	4, Forradsgatan, Amal,	Sweden
Scandinavia AB	S-662 34, Sweden
Vesuvius Sensors	10 Via Mantova, Muggio,	Italy
& Probes Europe	Monza e Brianza,
S.p.A.	20835, Italy
Vesuvius Services	Calle Dean Valdivia 148, piso 11	Peru
Peru S.A.C.	– oﬁcina 1134, Ediﬁcio Platinum
	Plaza – San Isidro, Lima, Peru
Vesuvius South	Pebble Lane, Private Bag X2,	South Africa
	Africa (Pty) Limited Olifantsfontein, Gauteng
	Province, 1665, South Africa
Vesuvius	ul. Kołowa 8, 30-134	Poland
Sp z.o.o.	Kraków, Poland
Vesuvius SSC	ul. Kołowa 8, 30-134	Poland
Sp z.o.o.	Kraków, Poland
Vesuvius UK	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Vesuvius Ukraine	27, Udarnykiv Street, City of	Ukraine
LLC	Dnipropetrovsk, 49000, Ukraine
Vesuvius USA	CT Corporation, 208 South	US (Illinois)
Corporation	LaSalle Street, Chicago, Cook
	County, IL 60604, United States
Vesuvius VA	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
Vesuvius Vietnam	7th Floor, Peakview Tower	Vietnam
Company Limited	Building, 36 Hoang Cau Street,
	O Cho Dua Ward, Hanoi City,
	Vietnam
Vesuvius Zyarock	1/F, building 3, No. 12, Weiwen	China
Ceramics (Suzhou)	Road China-Singapore Suzhou
Co., Limited	Ind Park, Suzhou, Jiangsu
	Province, 215122, China
Vesuvius-Premier	165 Fleet Street, London,	England
Refractories	EC4A 2AE, England
(Holdings)
Limited
Vesuvius-SERT	41, Boulevard Marcel Sembat,	France
S.A.S.	69200, Venissieux, France
Wilkes-Lucas	165 Fleet Street, London,	England
Limited	EC4A 2AE, England
	Yingkou Bayuquan Cui Tun Village, Hai Dong Oﬃce, China
Refractories Co.,	Bayuquan District, Liaoning
Limited	Province, YingKou, 115007,
	China
Yingkou YingWei	50 Wanghai New District,	China
Magnesium	Bayuquan District, Yinkou City,
Co., Ltd	Liaoning Province, 115007, China

The following subsidiary companies have branches registered in the named countries: Foseco (Jersey) Limited in England,

Foseco Holding BV in England, Vesuvius LLC in Kazakhstan and Vesuvius UK Limited in Taiwan and Republic of Korea.

Notes to the Group Financial Statements

continued

17.

Investments in Subsidiaries, Joint Ventures and Associates

continued

172

Vesuvius plc

Annual Report and Financial Statements 2025

17.2

Investment in joint ventures and associates

The Group’s investments in its associates and joint ventures are accounted for using the equity method from the date signiﬁcant

inﬂuence/joint control is deemed to arise until the date on which signiﬁcant inﬂuence/joint control ceases to exist or when the

interest becomes classiﬁed as an asset held for sale. The Group Income Statement reﬂects the Group’s share of proﬁt after tax

of the related associates and joint ventures. Investments in associates and joint ventures are carried in the Group Balance Sheet

at cost adjusted in respect of post-acquisition changes in the Group’s share of net assets, less any impairment in value.



	2025	2024
	£m	£m
As at 1 January	11.0	11.3
Share of post-tax proﬁt of joint ventures and associates	1.0	1.1
Dividends received from joint ventures and associates	(0.9)	(0.7)
Disposals	–	(0.5)
Foreign exchange	(0.3)	(0.2)
As at 31 December	10.8	11.0

The investment in joint ventures and associates includes £10.8m (2024: £11.0m) in respect of joint ventures and £nil (2024: £nil)

in respect of associates. Dividends received from joint ventures consists of £0.1m (2024: £0.1m) from Wuhan Wugang-Vesuvius

Advanced CCR Co., Limited and £0.8m (2024: £0.6m) from Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited.

Joint ventures

Set out below is the summarised ﬁnancial information in respect of joint ventures.



	2025	2024
	£m	£m
Revenue	41.0	44.8
Depreciation	(0.9)	(1.2)
Trading proﬁt	2.7	2.9
Net ﬁnance costs	–	–
Proﬁt before tax	2.7	2.9
Income tax expense	(0.7)	(0.7)
Proﬁt after tax	2.0	2.2
Non-current assets	6.7	7.5
Current assets	21.2	21.7
Non-current liabilities	–	–
Current liabilities	(6.3)	(7.2)
Net assets	21.6	22.0

17.

Investments in Subsidiaries, Joint Ventures and Associates

continued

17.2

Investment in joint ventures and associates

continued

Strategic report

Governance

Financial statements

173

Set out below is the summarised ﬁnancial information for Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited, a joint

venture that has transactions and balances which are material to the Group.



	2025	2024
	£m	£m
Revenue	35.5	39.4
Depreciation	(1.1)	(1.1)
Trading proﬁt	2.2	2.4
Net ﬁnance costs	–	–
Proﬁt before tax	2.2	2.4
Income tax expense	(0.6)	(0.6)
Proﬁt after tax	1.6	1.8
Non-current assets	6.2	6.8
Current assets 1	13.8	14.4
Non-current liabilities	–	(0.1)
Current liabilities	(4.9)	(5.9)
Net assets	15.1	15.2

Included in current assets are cash and cash equivalents of £1.8m (2024: £2.5m).

The purpose of the Chinese joint venture companies is to research, develop, manufacture and sell refractory products. The role of

Vesuvius is to provide technical personnel, training and access to the Group’s international sales network.



			2025	2024
Name of entity	Registered address	Jurisdiction	% ownership	% ownership
Wuhan Wugang-Vesuvius	Gongnong Village Qingshan District, Wuhan,	China	50	50
Advanced CCR Co., Limited	Hubei Province, 430082, China
Wuhan Wugang-Vesuvius	Gongnong Village Qingshan District, Wuhan,	China	50	50
Advanced Ceramics Co.,	Hubei Province, 430082, China
Limited

Associates



			2025	2024
Name of entity	Registered address	Jurisdiction	% ownership	% ownership
Newshelf 480	144 Oxford Road, Rosebank, Melrose,	South Africa	45	45
Proprietary Limited	Johannesburg, 2196, South Africa

Notes to the Group Financial Statements

continued

17.

Investments in Subsidiaries, Joint Ventures and Associates

continued

174

Vesuvius plc

Annual Report and Financial Statements 2025

17.3

Non-controlling interests

Non-controlling interests represent the portion of the equity of a subsidiary not attributable either directly or indirectly to the

Parent Company and are presented separately in the Group Income Statement and within equity in the Group Balance Sheet,

distinguished from Parent Company shareholders’ equity.

The total proﬁt attributable to non-controlling interests for the year ended 31 December 2025 is £12.6m (2024: £13.1m) of which

£10.3m relates to Vesuvius India Limited (2024: £11.1m). The proﬁt attributable to non-controlling interests in respect of the Group’s

other subsidiaries is not considered to be material.



				2025	2024
Name of entity	Registered address	Jurisdiction	Shares	% ownership	% ownership
Vesuvius India Limited	P-104 Taratala Road, Kolkata,	India	Ordinary	55.57	55.57
	700 088, India
Foseco India Limited	922/923, Gat, Sanaswadi, Taluka,	India	Equity	63.54	74.98
	Shirur, Pune, 412208, India
Morganite Crucible (India)	B-11, M.I.D.C. Industrial Area, Waluj,	India	Equity	75	–
Limited	Chh. Sambhaji Nagar
	(Aurangabad), 431 136,
	Maharashtra, India
Foseco Golden Gate	6 Kung Yeh 2nd Road, Ping Tung	Taiwan	Ordinary	51	51
Company Limited	Dist, Ping Tung, 90049, Taiwan
Foseco (Thailand) Limited	170/69, 22nd Floor Ocean Tower 1,	Thailand	Group A	100	100
	Ratchadapisek Road, Klongtoey,		Group B	49	49
	Bangkok, 10110, Thailand
Vesuvius Ceska	Prumyslová 726, Konská, Trinec,	Czech	Ordinary	60	60
Republika, a.s.	739 61, Czech Republic	Republic
Vesuvius PiroMET Refrakter	Çerkeşli OSB Mah. İmes 2 Cad. No. 3,	Turkey	Ordinary	61.65	–
Sanayi ve Ticaret Anonim	Dilovası, Kocaeli, Turkey
Şirketi

As with Vesuvius plc, all of the above companies have a 31 December year-end with the exception of Morganite Crucible (India)

Limited which has a 31 March year-end. The summarised ﬁnancial information for Vesuvius India Limited is presented below:



	2025	2024
	£m	£m
Summarised balance sheet
Current assets	119.7	111.2
Current liabilities	(36.0)	(35.0)
Current net assets	83.7	76.2
Non-current assets	58.2	62.2
Non-current liabilities	(3.8)	(4.1)
Non-current net assets	54.4	58.1
Net assets	138.1	134.3
Accumulated non-controlling interests	(61.8)	(60.0)
Summarised statement of comprehensive income
Revenue *	207.3	197.2
Proﬁt after tax	23.2	25.0
Proﬁt allocated to non-controlling interests	10.3	11.1
Dividends paid to non-controlling interests	(1.1)	(1.1)
Summarised cash ﬂows
Cash ﬂows from operating activities *	16.6	27.0
Cash ﬂows from investing activities *	(6.6)	(22.2)
Cash ﬂows from ﬁnancing activities *	(1.2)	(3.2)
Net increase in cash and cash equivalents	8.8	1.6

The 2024 comparatives for revenue, cash ﬂows from operating activities, cash ﬂows from investing activities, and cash ﬂows from ﬁnancing activities have been

restated. This restatement did not impact the Income Statement or Balance Sheet; it was purely a disclosure item.

Strategic report

Governance

Financial statements

175

18.

Trade and Other Receivables

18.1

Analysis of trade and other receivables (current)



	2025				2024
		ECL		ECL		ECL		ECL
	Gross	provision	Net	provision	Gross	provision	Net	provision
	£m	£m	£m	coverage 1	£m	£m	£m	coverage 1
Trade receivables
– current	305.4	(0.1)	305.3	0.0%	287.2	(0.3)	286.9	0.1%
– 1 to 30 days past due	37.0	(0.1)	36.9	0.3%	35.6	(0.2)	35.4	0.6%
– 31 to 60 days past due	7.8	(0.1)	7.7	1.3%	9.9	(0.2)	9.7	2.0%
– 61 to 90 days past due	3.6	(0.2)	3.4	5.6%	3.3	(0.2)	3.1	6.1%
– over 90 days past due	28.7	(20.8)	7.9	72.5%	27.8	(21.2)	6.6	76.3%
Trade receivables	382.5	(21.3)	361.2		363.8	(22.1)	341.7
Other receivables			62.2				66.6
Prepayments			27.6				30.6
Total trade and other receivables			451.0				438.9

ECL (Note 25.1 (c) (ii)) provision coverage is expected credit loss provision divided by gross trade receivables.

There is no signiﬁcant diﬀerence between the fair value of the Group’s trade and other receivables balances and the amount at

which they are reported in the Group Balance Sheet.

Details relating to the impairment of trade receivables are disclosed in Note 25.

Included within other receivables are banker’s drafts of £16.3m (2024: £24.9m). The majority of these notes relate to customers in

China and have typical maturities of six months from the issuing date. The full amount of revenue is recognised from the customer

when performance obligations are satisﬁed in accordance with IFRS 15. Other receivables also include VAT receivables of

£35.6m (2024: £31.0m) and insurance reimbursements (see Note 30.2) of £2.0m (2024: £1.9m).

18.2

Other receivables (non-current)

Non-current other receivables of £26.6m (2024: £26.7m) include insurance reimbursements (see Note 30.1) of £22.6m

(2024: £21.1m) and prepaid taxes of £1.2m (2024: £1.9m).

The Group applies the expected credit loss model under IFRS 9 to these other receivables. The expected credit loss for other

receivables is immaterial.

The maximum exposure to credit risk at the end of the reporting period is the net carrying amount of these other receivables.

19. Inventories

19.1

Analysis of inventories



	2025	2024
	£m	£m
Raw materials	92.3	93.4
Work in progress	22.8	23.5
Semi-ﬁnished goods	21.3	23.3
Finished goods	150.9	155.2
Total inventories	287.3	295.4

The cost of materials recognised as an expense and included in manufacturing costs in the Group Income Statement during the

year was £825.5m (2024: £807.9m).

The net inventories of £287.8m (2024: £295.4m) include a provision for obsolete stock of £15.1m (2024: £16.7m). There were

inventory write-downs of £1.0m (2024: write-downs of £1.3m). There were also inventory asset impairments of £1.6m (2024: £nil)

reported as separately reported items.

Notes to the Group Financial Statements

continued

176

Vesuvius plc

Annual Report and Financial Statements 2025

20. Acquisitions

PiroMET

On 28 February 2025, the Group acquired a 61.65% stake in PiroMET AS, a Turkish refractory business, for £21.9m. The acquisition

will strengthen the Group’s Advanced Refractory business in the fast-growing region of EEMEA and will also allow the Group to

leverage PiroMET’s expertise in robotics and gunning worldwide.

Fair values of the assets and liabilities recognised as a result of the acquisition are as follows:



	£m
Cash and short term deposits	1.7
Property, plant and equipment	14.3
Intangible assets (customer relationships and non-compete agreements)	7.6
Inventories	3.2
Trade and other receivables	4.2
Trade and other payables	(6.9)
Income tax payable	(2.7)
Deferred tax liabilities	(4.1)
Net identiﬁable assets acquired	17.3
Goodwill	11.2
Less: non-controlling interest	(6.6)
Consideration	21.9

The goodwill is attributable to PiroMET’s reputation in the marketplace and the synergies that Vesuvius expects to gain from

integrating its robotics and gunning into the Advanced Refractories cash generating unit.

Identiﬁable intangible assets acquired are customer relationships of £7.1m and non-compete arrangements with former Directors

of £0.5m and are expected to be tax deductible.

In the period since acquisition, this business has contributed £14.9m to revenue and £1.2m to operating proﬁt.

The net cash outﬂow on acquisition was £20.2m, being cash consideration of £21.9m less cash and cash equivalents acquired of

£1.7m.

Molten Metal Systems (MMS)

On 12 November 2025 the Group acquired the Molten Metal Systems (MMS) business from Morgan Advanced Materials Plc

(Morgan) for £75.2m. This brings industry-leading technology in crucibles to our Foundry business, accelerating our exposure to

the faster-growing non-ferrous market, together with increased exposure to the fast-growing Indian market. A 75.0% stake of the

MMS business in India was acquired through the issue of 1,150,800 shares in Foseco India Limited (FIL) to the previous

shareholders of Morganite Crucible (India) Limited (MCIL) with a total value of £54.7m.

100% of the MMS businesses in Germany, China and the United States (Rest of World, ROW) were acquired for cash

consideration of £20.5m.

20. Acquisitions

continued

Strategic report

Governance

Financial statements

177

Provisional fair values of the assets and liabilities recognised as a result of the acquisition are as follows:



	£m
Cash and short-term deposits	3.2
Property, plant and equipment	30.2
Intangible assets (customer relationships and brands)	14.7
Inventories	5.1
Trade and other receivables	7.5
Income tax receivable	0.5
Trade and other payables	(7.6)
Interest-bearing borrowings	(0.7)
Deferred tax liabilities	(5.4)
Net identiﬁable assets acquired	47.5
Goodwill	34.7
Less: non-controlling interest	(7.0)
Consideration	75.2

The goodwill is attributable to MMS’s reputation in the marketplace and the synergies that Vesuvius expects to gain from

integrating its non-ferrous operations into the Foundry cash generating unit.

Identiﬁable intangible assets acquired are customer relationships of £10.2m and brands of £4.5m and are expected to be

tax deductible.

The fair value accounting of this acquisition is provisional pending ﬁnal determination of the fair value of the assets and liabilities

acquired, as valuations have not yet been ﬁnalised. Any adjustments to the fair values recognised will be made within 12 months of

the acquisition date.

In the period since acquisition, MMS has contributed £7.6m to revenue and £1.9m to operating proﬁt.

The net cash outﬂow on acquisition was £17.3m, being cash consideration of £20.5m less cash and cash equivalents acquired of £3.2m.

If the acquisitions had occurred on 1 January, consolidated pro-forma revenue and trading proﬁt for the year ended 31 December

2025 would have been £1,849.3m and £158.2m respectively.

Pursuant to the Mandatory Tender Oﬀer, which was completed on 13 January 2026, FIL acquired 99,081 additional shares in

MCIL for £1.2m, representing 1.77% of the issued share capital. FIL is required to sell suﬃcient shares to reduce its holding in MCIL

below 75% by 23 January 2027. At 31 December 2025 the Group elected not to recognise a liability for this additional share

purchase.

Other acquisitions

A further immaterial acquisition was made in 2025, for cash consideration of £1.4m. The consideration represented £0.8m

intangible assets (customer relationships), £0.3m property, plant and equipment and £0.3m goodwill.

Non-controlling interests

The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s

proportionate share of the acquired entity’s net identiﬁable assets. This decision is made on an acquisition-by-acquisition basis.

For the non-controlling interests in PiroMET AS and Molten Metal Systems, the Group elected to recognise the non-controlling

interests at their proportionate share of the acquired net identiﬁable assets.

During the year £13.9m has been recognised in respect of the non-controlling interests share of the identiﬁable net assets acquired.

For the MMS acquisition, the issue of shares resulted in a £23.8m increase in non-controlling interest.

Notes to the Group Financial Statements

continued

178

Vesuvius plc

Annual Report and Financial Statements 2025

21.

Issued Share Capital

21.1

Analysis of issued share capital



	2025		2024
		Nominal		Nominal
	Number	value	Number	value
Allotted, issued and fully paid ordinary shares of 10p each	m	£m	m	£m
As at 1 January	264.5	26.4	277.9	27.7
Share buyback	(9.1)	(0.9)	(13.4)	(1.3)
As at 31 December	255.4	25.5	264.5	26.4

Further information relating to the Company’s share capital is given in Note 9 to the Company’s Financial Statements.

22. Retained Earnings



				Other
		Reserve	Share	retained	Total
		for own	option	earnings	retained
		shares	reserve	restated	earnings
	Note	£m	£m	£m	£m
As at 31 December 2023 and 1 January 2024		(38.1)	12.1	2,717.2	2,691.2
Proﬁt for the year		–	–	87.2	87.2
Remeasurement of deﬁned beneﬁt liabilities/assets		–	–	3.6	3.6
Share-based payments		–	6.2	–	6.2
Release of share option reserve on exercised
and lapsed options		6.7	(6.7)	–	–
Income tax on items recognised in other
comprehensive income		–	–	(0.8)	(0.8)
Purchase of ESOP shares		(17.1)	–	–	(17.1)
Share buyback		–	–	(63.5)	(63.5)
Dividends paid	24	–	–	(61.1)	(61.1)
As at 31 December 2024 and 1 January 2025		(48.5)	11.6	2,682.6	2,645.7
Proﬁt for the year		–	–	52.2	52.2
Remeasurement of deﬁned beneﬁt liabilities/assets		–	–	4.4	4.4
Share-based payments		–	3.0	–	3.0
Release of share option reserve on exercised
and lapsed options		9.0	(9.0)	–	–
Income tax on items recognised in other
comprehensive income		–	–	(2.2)	(2.2)
Share buyback		–	–	(34.8)	(34.8)
Dividends paid	24	–	–	(57.9)	(57.9)
As at 31 December 2025		(39.5)	5.6	2,644.3	2,610.4

Strategic report

Governance

Financial statements

179

23. Other Reserves

| | | | | | |
| --- | --- | --- | --- | --- | --- |
| | |
| | | Capital | Cash ﬂow | | |
| | Other | redemption | hedge | Translation | Total other |
| | reserves | reserve | reserve | reserve | reserves |
| | £m | £m | £m | £m | £m |
| As at 31 December 2023 and 1 January 2024 | (1,499.3) | – | (0.6) | 35.3 | (1,464.6) |
| Exchange diﬀerences on translation of the net assets | | | | | |
| of foreign operations | – | – | – | (47.8) | (47.8) |
| Exchange diﬀerences on translation of net investment hedges | – | – | – | 7.1 | 7.1 |
| Net change in costs of hedging | – | – | (0.1) | – | (0.1) |
| Change in the fair value of the hedging instrument | – | – | 1.5 | – | 1.5 |
| Amounts reclassiﬁed from net ﬁnance costs | – | – | (1.2) | – | (1.2) |
| Share buyback | – | 1.4 | – | – | 1.4 |
| As at 31 December 2024 and 1 January 2025 | (1,499.3) | 1.4 | (0.4) | (5.4) | (1,503.7) |
| Exchange diﬀerences on translation of the net assets | | | | | |
| of foreign operations | – | – | – | (33.4) | (33.4) |
| Exchange diﬀerences on translation of net investment hedges | – | – | – | (7.6) | (7.6) |
| Net change in costs of hedging | – | – | 0.5 | – | 0.5 |
| Change in the fair value of the hedging instrument | – | – | (1.3) | – | (1.3) |
| Amounts reclassiﬁed from Net ﬁnance costs | – | – | 1.1 | – | 1.1 |
| Issue of shares to non-controlling interest | 31.8 | – | – | – | 31.8 |
| Share buyback | – | 0.9 | – | – | 0.9 |
| As at 31 December 2025 | (1,467.5) | 2.3 | (0.1) | (46.4) | (1,511.7) |

Within other reserves as at 31 December 2025 is £1,499.0m (2024: £1,499.0m) arising from the demerger of Cookson Group plc.

Of the closing balance in the translation reserve, a £7.4m debit (2024: £11.9m debit) relates to net investment hedging

arrangements put in place on or after 1 January 2018 but discontinued as at the date of the Balance Sheet. The full closing

balance in the cash ﬂow hedge reserve relates to continuing hedges.

The cash ﬂow hedge reserve balance includes the cost of hedging of £0.1m debit (2024: £0.6m debit).

The issue of 1,150,800 shares in Foseco India Limited (FIL) valued at INR 5,544 per share to the previous shareholders of Morganite

Crucible (India) Limited (MCIL) resulted in a £31.8m increase in other reserves. This reﬂects the diﬀerence between the fair value of

the shares issued and the increase in non-controlling interest in Foseco India Limited.

Notes to the Group Financial Statements

continued

180

Vesuvius plc

Annual Report and Financial Statements 2025

24.

Dividends paid to Equity Shareholders


	2025	2024
	£m	£m
Amounts recognised as dividends and paid to equity shareholders during the year
Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share	–	42.7
Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share	–	18.4
Final dividend for the year ended 31 December 2024 of 16.40p per ordinary share	40.4	–
Interim dividend for the year ended 31 December 2025 of 7.10p per ordinary share	17.5	–
	57.9	61.1

In addition to the above dividends, since year-end the Directors have recommended the payment of a ﬁnal dividend of

16.5

pence

(2024:

16.40

pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83).

This is subject to approval by shareholders at the Company’s Annual General Meeting on 28 May 2026. If approved, the dividend is

expected to be paid on 6 July 2026 to holders of ordinary shares on the register on 29 May 2026. The ordinary shares will be

quoted ex-dividend on 28 May 2026. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to

have submitted their election to do so by 12 June 2026.

25.

Financial Risk Management

25.1

Financial risk factors

The Group’s Treasury department, acting in accordance with policies approved by the Board, is principally responsible for

managing the ﬁnancial risks faced by the Group. The Group’s activities expose it to a variety of ﬁnancial risks, the most signiﬁcant

of which are market risk and liquidity risk.

Analysis of ﬁnancial instruments

The following table summarises Vesuvius’ ﬁnancial instruments measured at fair value and shows the level within the fair value

hierarchy in which the ﬁnancial instruments have been classiﬁed.


	2025		2024
	Assets	Liabilities	Assets	Liabilities
	£m	£m	£m	£m
Investments (Level 2)	–	–	0.2	–
Derivatives not designated for hedge accounting purposes (Level 2)	0.1	(0.2)	0.1	(0.1)
Derivatives designated for hedge accounting purposes (Level 2)	–	(1.0)	4.6	–

(a) Derivative ﬁnancial instruments

The Group uses derivatives in the form of forward foreign currency contracts to manage the eﬀects of its exposure to foreign

exchange risk on trade receivables, trade payables and cash. Derivatives are only used for economic hedging purposes and not

as speculative investments.

In 2020, the Group executed a US$86m cross-currency interest rate swap (CCIRS). The eﬀect of this was to convert the $86m

Private Placement Notes issued in 2020 into €76.6m. US dollar cash ﬂows under the CCIRS exactly mirror those of the Private

Placement Notes and the maturity date of the CCIRS matches the repayment date of the Notes. The CCIRS would by default be

revalued through the Income Statement; however, as it is in a designated hedging relationship, it is revalued through other

comprehensive income. The US dollar exposure is designated as a cash ﬂow hedge of the Private Placement Notes and the euro

exposure is designated as a net investment hedge of the Group’s foreign operations. The CCIRS is presented as a non-current

asset or liability as it is expected to be settled more than 12 months after the end of the reporting period.

$60m of the Group’s $86m CCIRS matured in June 2025. The remaining $26m is scheduled to mature in June 2027. Upon maturity

of the $60m CCIRS and the corresponding $60m of US Private Placement Loan Notes, amounts previously recognised in the cash

ﬂow hedge reserve were reclassiﬁed to the Income Statement. The reclassiﬁcation had a net impact on the Income Statement of

nil, as the CCIRS cash ﬂows perfectly oﬀset those of the US Private Placement Loan Notes.

With the exception of the CCIRS, the fair value of derivatives outstanding at the year-end has been booked through the Income

Statement in 2025. All of the fair values shown in the table above are classiﬁed under IFRS 13 as Level 2 measurements which have

been calculated using quoted prices from active markets, where similar contracts are traded and the quotes reﬂect actual

transactions in similar instruments. All the derivative assets and liabilities not designated for hedge accounting purposes reported

above will mature in 2026.

Derivative ﬁnancial instruments are subject to International Swaps and Derivatives Association (ISDA) agreements. Derivatives

designated for hedge accounting purposes are presented net £(1.0)m (2024: £4.6m), of which £0.5m are gross assets and £(1.5)m

are gross liabilities (2024: gross assets £4.6m and gross liabilities £nil).

25.

Financial Risk Management

continued

25.1

Financial risk factors

continued

Strategic report

Governance

Financial statements

181

(b) Market risk

Market risk is the risk that either the fair values or the cash ﬂows of the Group’s ﬁnancial instruments may ﬂuctuate because

of changes in market prices. The Group is principally exposed to market risk through ﬂuctuations in exchange rates and

interest rates.

Currency risk

The Group Income Statement is exposed to currency risk on monetary items that are denominated in currencies other than the

functional currency of the companies in which they are held. The currency proﬁle of these ﬁnancial assets and ﬁnancial liabilities

is shown in the table below.



	2025			2024
	Euro	US dollar	Other	Euro	US dollar	Other
	£m	£m	£m	£m	£m	£m
Trade and other receivables	54.0	58.6	19.3	40.3	31.3	2.6
Cash at bank	15.0	8.2	1.3	15.9	8.3	1.9
Trade and other payables	(55.2)	(53.6)	(22.9)	(33.6)	(40.4)	(7.9)
Private Placement Notes	(159.5)	(41.6)	–	(163.9)	(92.7)	–
Bank loans and overdrafts	(246.1)	(0.1)	(7.2)	(83.5)	(92.7)	–
Lease liabilities	(1.3)	(0.8)	(1.7)	(0.2)	–	(1.5)
Cross-currency interest rate swaps	(20.2)	19.3	–	(63.4)	68.7	–
Foreign currency forward contracts
– Buy foreign currency	1.0	2.0	–	1.3	1.2	–
– Sell foreign currency	(21.3)	(18.0)	–	(23.2)	(16.0)	–
	(433.6)	(26.0)	(11.2)	(310.3)	(132.3)	(4.9)

The Group has £(1.6)m (2024: £nil) of exchange diﬀerences recognised in the Income Statement of which £(0.2)m arose on the

revaluation of derivatives (2024: £(0.4)m).

The tables below show the net unhedged monetary assets and liabilities of Group companies that are not denominated in their

functional currency and which could give rise to exchange gains and losses in the Group Income Statement.



	Net unhedged monetary (liabilities)/assets
	Euro	US dollar	Other	Total
	£m	£m	£m	£m
Functional currency
Sterling	(426.8)	(21.5)	4.2	(444.1)
Other	(6.9)	(4.5)	(7.3)	(18.7)
As at 31 December 2025	(433.7)	(26.0)	(3.1)	(462.8)



	Net unhedged monetary (liabilities)/assets
	Euro	US dollar	Other	Total
	£m	£m	£m	£m
Functional currency
Sterling	(315.5)	(115.6)	1.0	(430.1)
Other	4.9	(16.0)	(5.7)	(16.8)
As at 31 December 2024	(310.6)	(131.6)	(4.7)	(446.9)

As at 31 December 2025, €465.0m, $30.0m and ¥3,598.9m (2024: €298.0m, $146.0m and ¥nil) of borrowings were designated

as hedges of net investments in €465.0m, $30.0m and ¥3,598.9m (2024: €298.0m, $146.0m and ¥nil) worth of foreign operations.

In addition, the €23.2m (2024: €76.6m) CCIRS liability has been designated as a net investment hedge of a further €23.2m

(2024: €76.6m) worth of foreign operations.

As the value of the borrowings and the CCIRS liability exactly matches the designated hedged portion of the net investments, the

relevant hedge ratio is 1:1. The net investment hedges are therefore highly eﬀective. It is noted that hedge ineﬀectiveness would

arise in the event there were insuﬃcient euro-denominated foreign operations to be matched against the €23.2m CCIRS liability.

The total retranslation impact of the borrowings and CCIRS designated as net investment hedges was a loss of £7.6m

(2024: a gain of £7.1m).

Notes to the Group Financial Statements

continued

25.

Financial Risk Management

continued

25.1

Financial risk factors

continued

182

Vesuvius plc

Annual Report and Financial Statements 2025

The $26.0m CCIRS asset has been designated as a cash ﬂow hedge of the $26.0m US Private Placement (USPP) Notes issued in

2020. As all principal and interest cash ﬂows under the CCIRS exactly mirror those under the USPP Notes, the cash ﬂow hedge is

highly eﬀective. It is noted that hedge ineﬀectiveness would arise in the event of a change in the contractual terms of either the

USPP Notes or the CCIRS.

Hedge eﬀectiveness is determined at inception of the hedge relationship and through periodic eﬀectiveness assessments, to

ensure that an economic relationship exists between the hedged item and hedging instrument.

Interest rate risk

The Group’s interest rate risk principally arises in relation to its borrowings. Where borrowings are held at ﬂoating rates of interest,

ﬂuctuations in interest rates expose the Group to variability in the cash ﬂows associated with its interest payments, and where

borrowings are held at ﬁxed rates of interest, ﬂuctuations in interest rates expose the Group to changes in the fair value of its

borrowings. The Group’s policy is to maintain an appropriate mix of ﬁxed and ﬂoating rate borrowings based on the Vesuvius

trading environment, market conditions and other economic factors.

As at 31 December 2025, the Group had $56.0m, €183.0m and £28.0m (£229.1m in total) of USPP Notes outstanding

(2024: $116.0m, €198.0m and £28.0m (£284.6m in total)), which carry a ﬁxed rate of interest, representing 38% (2024: 60%)

of the Group’s total borrowings outstanding at that date. The interest rate proﬁle of the Group’s borrowings is detailed in the

tables below.



	Financial liabilities (net borrowings)
	Fixed	Floating
	rate	rate	Total
	£m	£m	£m
Sterling	28.0	74.1	102.1
US dollar	41.6	0.3	41.9
Euro	159.5	246.0	405.5
Renminbi	–	47.2	47.2
Other	–	9.8	9.8
Capitalised arrangement fees	(0.3)	(2.5)	(2.8)
As at 31 December 2025	228.8	374.9	603.7



	Financial liabilities (net borrowings)
	Fixed	Floating
	rate	rate	Total
	£m	£m	£m
Sterling	28.0	11.7	39.7
US dollar	92.7	92.8	185.5
Euro	163.9	82.8	246.7
Other	–	2.9	2.9
Capitalised arrangement fees	(0.4)	(0.4)	(0.8)
As at 31 December 2024	284.2	189.8	474.0

Information in respect of the currency risk management of $26.0m of US dollar-denominated ﬁxed rate ﬁnancial liabilities is

provided above in Note 25.1(a).

The ﬂoating rate ﬁnancial liabilities shown in the tables above bear interest at a market convention reference rate appropriate to

each currency plus a margin. The ﬁxed rate gross ﬁnancial liabilities of £229.1m (2024: £284.6m) have a weighted average interest

rate of 2.7% (2024: 3.1%) and a weighted average period for which the rate is ﬁxed of 3.3 years (2024: 3.5 years).

The ﬁnancial assets attract ﬂoating rate interest.

Based upon the interest rate proﬁle of the Group’s ﬁnancial liabilities shown in the tables above, a 1% increase in market interest

rates would increase the ﬁnance costs charged in the Group Income Statement and the interest paid in the Group Statement of

Cash Flows by £3.8m (2024: £1.9m), and a 1% reduction in market interest rates would decrease the ﬁnance costs charged in the

Group Income Statement and the interest paid in the Group Statement of Cash Flows by £3.8m (2024: £1.9m).

25.

Financial Risk Management

continued

25.1

Financial risk factors

continued

Strategic report

Governance

Financial statements

183

Credit risk arises from cash and cash equivalents, derivative ﬁnancial assets and deposits with banks and ﬁnancial institutions,

as well as credit exposures to customers, including outstanding receivables and other receivables.

(i) Risk management

For banks and ﬁnancial institutions, apart from certain limited circumstances, Group policy is that only independently rated

entities with a minimum rating of ‘A-’ are accepted as counterparties. In addition, the Group’s operating companies have policies

and procedures in place to assess the creditworthiness of the customers with whom they do business.

(ii) Impairment of ﬁnancial assets

The Group subjects trade receivables from sales of inventory and from the provision of services to the expected credit loss model.

Whilst cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identiﬁed impairment loss

was immaterial.

The Group applies the IFRS 9 simpliﬁed approach to measuring expected credit losses, which uses a lifetime expected loss

allowance for all trade receivables and contract assets. The historical loss rates are adjusted to reﬂect current and forward-

looking information on macroeconomic factors aﬀecting the ability of the customers to settle the receivables. The Group has

identiﬁed the current state of the economy (such as market interest rates or growth rates) and particular industry issues in the

countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates

based on expected changes in these factors.

Regardless of the analysis above, a signiﬁcant increase in credit risk is presumed if a debtor is more than 30 days past due in

making a contractual payment. Where objective evidence exists that a trade receivable balance may be impaired, provision is

made for the diﬀerence between its carrying amount and the present value of the estimated cash that will be recovered.

Evidence of impairment may include such factors as a change in credit risk proﬁle of the customer, the customer being in default

on a contract, or the customer entering bankruptcy or ﬁnancial reorganisation proceedings. All signiﬁcant balances are reviewed

individually for evidence of impairment.

Trade receivables and contract assets are written oﬀ when there is no reasonable expectation of recovery.

Where recoveries are made, these are recognised within the Income Statement.

The closing expected credit loss allowance for trade receivables reconciles to the opening loss allowances as follows:



	2025	2024
	£m	£m
As at 1 January	22.1	26.6
Decrease in expected credit loss allowance recognised in the Income Statement during the year	(0.8)	(2.9)
Receivables written oﬀ during the year as uncollectable	(0.4)	(1.1)
Exchange adjustments	0.4	(0.5)
As at 31 December	21.3	22.1

The credit for the year shown in the table above is recorded within administration, selling and distribution costs in the Group

Income Statement.

Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are suﬃcient to absorb

actual bad debt write-oﬀs, without being excessive. The Group considers the credit quality of ﬁnancial assets that are neither past

due nor impaired as good.

The Group also applies the expected credit loss model under IFRS 9 to other receivables. If, at the reporting date, the credit risk of

the receivables has not increased signiﬁcantly since initial recognition, the Group measures the loss allowance at an amount equal

to 12-month expected credit losses. If the credit risk on that receivable has increased signiﬁcantly since initial recognition, the

Group measures the loss allowance at an amount equal to the lifetime expected credit losses. The expected credit loss on other

receivables is not material.

Notes to the Group Financial Statements

continued

25.

Financial Risk Management

continued

25.1

Financial risk factors

continued

184

Vesuvius plc

Annual Report and Financial Statements 2025

(d) Liquidity risk

The Group manages liquidity risk by ensuring it maintains suﬃcient levels of committed borrowing facilities and cash, and cash

equivalents to meet its operational cash ﬂow requirements and maturing ﬁnancial liabilities, whilst at all times operating within its

ﬁnancial covenants. The level of operational headroom provided by the Group’s committed borrowing facilities is reviewed at

least annually as part of the Group’s three-year planning process. Where this process indicates a need for additional ﬁnance, this is

addressed on a timely basis by means of either additional committed bank facilities or raising ﬁnance in the capital markets.

With eﬀect from 30 May 2025 commitments under the syndicated bank facility were increased from £475.0m to £522.5m. The

Group’s borrowing requirements are met by the USPP and the committed syndicated bank facility of £522.5m (2024: £475.0m).

As at 31 December 2025, the Group had committed borrowing facilities of £751.6m (2024: £669.6m), of which £195.5m

(2024: £202.5m) were undrawn. At December 2025, 100% of these undrawn facilities was due to expire in August 2029; however

in February 2026 the Group exercised its option to request an extension to the committed syndicated bank facility and 100% of

these undrawn facilities is now due to expire in August 2030.

USPP Notes issued as at 31 December 2025 amounted to £229.1m ($56.0m, €183.0m and £28.0m) and had a weighted average

period to maturity of 3.3 years (2024: 3.5 years). €100.0m and $26.0m in 2027, $30.0m in 2028, €50.0m in 2029 and €33.0m and

£28.0m in 2031. The maturity analysis of the Group’s gross borrowings (including interest) is shown in the tables below. The cash

ﬂows shown are undiscounted.



		Between	Between		Total
	Within	1 and 2	2 and 5	Over	contractual	Carrying
	1 year	years	years	5 years	cash ﬂows	amount
As at 31 December 2025	£m	£m	£m	£m	£m	£m
Trade and other payables	324.0	–	–	–	324.0	324.0
Loans and overdrafts	20.2	130.5	418.4	57.8	626.9	606.4
Lease liabilities	14.8	10.6	10.6	15.2	51.2	38.3
Capitalised arrangement fees	–	–	–	–	–	(2.8)
Derivative liability	0.1	1.0	–	–	1.1	1.1
Total ﬁnancial liabilities	359.1	142.1	429.0	73.0	1,003.2	967.0



		Between	Between		Total
	Within	1 and 2	2 and 5	Over	contractual	Carrying
	1 year	years	years	5 years	cash ﬂows	amount
As at 31 December 2024	£m	£m	£m	£m	£m	£m
Trade and other payables *	323.8	–	–	–	323.8	323.8
Loans and overdrafts	76.0	188.7	178.8	57.3	500.8	474.8
Lease liabilities	15.0	11.9	15.7	18.2	60.8	46.2
Capitalised arrangement fees	–	–	–	–	–	(0.8)
Derivative liability	0.1	–	–	–	0.1	0.1
Total ﬁnancial liabilities	414.9	200.6	194.5	75.5	885.5	844.1

Comparative period ﬁgures were restated to include items classiﬁed as ﬁnancial liabilities.

Capitalised arrangement fees shown in the tables above, which have been recognised as a reduction in borrowings in the Financial

Statements, amounted to £2.8m as at 31 December 2025 (31 December 2024: £0.8m), of which £0.3m (2024: £0.4m) related to the

USPP and £2.5m (2024: £0.4m) related to the Group’s syndicated bank facility.

The carrying amount of lease liabilities falling due within one year was £12.8m (2024: 15.0m). The carrying amount of lease

liabilities falling due after more than one year was £25.5m (2024: £31.2m).

Presented within interest-bearing borrowings of £642.0m (2024: £520.2m) are loans and overdrafts of £603.7m (2024: £474.8m),

ﬁnance lease liabilities of £38.3m (2024: £46.2m) and capitalised arrangement fees of £(2.8)m (2024: £(0.8)m).

25.

Financial Risk Management

continued

Strategic report

Governance

Financial statements

185

25.2

Capital management

The Company considers its capital to be equal to the sum of its total equity, disclosed on the Group Balance Sheet, and net debt

(Note 13). It monitors its capital using a number of KPIs, including free cash ﬂow, average working capital to sales ratios, net debt

to EBITDA ratios and ROIC (Note 35). The Group’s objectives when managing its capital are:

–

To ensure that the Group and all of its businesses are able to operate as going concerns and ensure that the Group operates

within the ﬁnancial covenants contained within its debt facilities

–

To have available the necessary ﬁnancial resources to allow the Group to invest in areas that may deliver acceptable future

returns to investors

–

To maintain suﬃcient ﬁnancial resources to mitigate against risks and unforeseen events

–

To maximise shareholder value through maintaining an appropriate balance between the Group’s equity and net debt

The Group’s committed debt facilities are subject to two covenants – net debt/EBITDA (under 3.25x) and an interest cover ratio

(at least 4.0x). The Group operated within the requirements of its debt covenants throughout the year and has suﬃcient liquidity

headroom within its committed debt facilities. Details of the Group’s covenant compliance and committed debt facilities can be

found in the Strategic Report on page 34 and in the going concern disclosure Note 1.4.

26. Leases

26.1

Right-of-use assets and lease liabilities

The carrying amounts of right-of-use assets recognised and the movements during the year:



	Land &	Plant &
	buildings	equipment
	(Note 14.1)	(Note 14.1)	Total
	£m	£m	£m
As at 1 Jan 2024	37.1	20.5	57.6
Exchange adjustments	(1.0)	(0.6)	(1.6)
Capital expenditure additions	4.0	11.2	15.2
Disposals	(0.2)	(0.7)	(0.9)
Depreciation charge	(6.1)	(9.5)	(15.6)
As at 31 Dec 2024 and 1 Jan 2025	33.8	20.9	54.7
Exchange adjustments	(1.3)	0.1	(1.2)
Capital expenditure additions	4.2	4.2	8.4
Acquired through business combinations	0.4	0.6	1.0
Disposals	(2.3)	(0.5)	(2.8)
Depreciation charge	(5.8)	(9.5)	(15.3)
Impairment	(0.1)	–	(0.1)
As at 31 Dec 2025	28.9	15.8	44.7

The carrying amounts of lease liabilities and the movements during the year:



	2025	2024
	£m	£m
As at 1 Jan	46.2	48.2
Exchange adjustments	(0.3)	(2.0)
Capital expenditure additions	8.4	15.2
Acquired through business combinations	0.7	–
Interest on lease liabilities	2.7	3.0
Payment of lease liabilities	(19.4)	(18.2)
As at 31 December	38.3	46.2

The maturity analysis of lease liabilities is disclosed in Note 25.1.

The following are the amounts recognised in the consolidated income statement:

| | | |
| --- | --- | --- |
| | |
| | 2025 | 2024 |
| | £m | £m |
| Depreciation charge | 15.3 | 15.6 |
| Interest on lease liabilities | 2.7 | 3.0 |
| Expense relating to short-length leases | 1.8 | 2.4 |
| Expense relating to leases of low-value items | 0.7 | 0.6 |
| | 20.5 | 21.6 |

The future aggregate minimum lease payments under non-cancellable operating leases are £0.4m (2024: £0.5m).

Notes to the Group Financial Statements

continued

186

Vesuvius plc

Annual Report and Financial Statements 2025

27.

Employee Beneﬁts

27.1

Group post-retirement plans

The Group operates a number of pension plans around the world, both deﬁned beneﬁt and deﬁned contribution, and accounts

for them in accordance with IAS 19. There are also some jubilee arrangements (other long-term beneﬁts plans) which, while

they do not need to be included in the detailed disclosures under IAS 19, have been included in the analysis below.

The Group’s principal deﬁned beneﬁt pension plans are in the UK and the US, the beneﬁts of which are based upon the ﬁnal

pensionable salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered

funds. The Trustees are required to act in the best interests of the plans’ beneﬁciaries. The Group also has deﬁned beneﬁt pension

plans in other territories but, except for those in Germany, these are not individually material in relation to the Group.

(a) Deﬁned beneﬁt pension plans – UK

The Group’s main deﬁned beneﬁt pension plan in the UK (‘the UK Plan’) is closed to new members and to future beneﬁt accrual.

The existing plan was established under a trust deed and is subject to the Pensions Act 2004 and guidance issued by the UK

Pensions Regulator.

In November 2021, the Trustee of the Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance

Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK

Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inﬂation risks in respect of the

UK Plan. All beneﬁts in the UK Plan (with the exception of an immaterial amount of beneﬁts expected to arise in future as a result

of guaranteed minimum pensions (GMP) equalisation) are now insured with PIC.

Following the buy-in referred to above, no further contributions are expected to be paid to the UK Plan by the Company, and the

cost of GMP equalisation will be met out of the surplus UK Plan assets.

The amounts disclosed in the ﬁnancial statements relating to the UK Plan are based on the latest funding valuation carried out

with an eﬀective date of 31 December 2024. The results of the funding valuation have then been updated to 31 December 2025 by

a qualiﬁed independent actuary to reﬂect experience over the period (including the buy-in) and revised assumptions that are

consistent with the deﬁnitions set out in IAS 19 Employee Beneﬁts.

(b) Deﬁned beneﬁt pension plans – US

The Group has several deﬁned beneﬁt pension plans in the US, providing retirement beneﬁts based on ﬁnal salary or a ﬁxed

beneﬁt. The Group’s principal US deﬁned beneﬁt pension plans are closed to new members and to future beneﬁt accrual for

existing members. Actuarial valuations of the US deﬁned beneﬁt pension plans are carried out every year and the last full

valuation was carried out as at 31 December 2025. At that date, the market value of the plan assets was $51.7m, representing

a funding level of 90.7% of funded accrued plan beneﬁts at that date (using the projected unit method of valuation) of $57.0m.

Funding levels for the Group’s US deﬁned beneﬁt pension plans are based upon annual valuations carried out by independent

qualiﬁed actuaries and are governed by US Government regulations.

The Group’s US qualiﬁed deﬁned beneﬁt pension plan is subject to the minimum contribution requirements of the Internal Revenue

Code Sections 412 and 430. Contributions are determined by trustees, in consultation with the Company, based on the annual

valuations which are submitted to the Internal Revenue Service. During the ﬁscal year beginning 1 January 2025, total minimum

required contributions were $1.7m. Under these funding laws and based on the plan deﬁcit, the required minimum annual

contribution for the 2026 ﬁscal year is expected to be $1.4m and the required annual contributions for the period 2027–2028

are expected to be in the $0.7m to $1.0m range. Contributions of $1.7m (2024: $3.2m) were made during 2025.

The Group has several deﬁned beneﬁt pension arrangements in Germany which are unfunded, as is common practice in that

country. The main plan was closed to new entrants on 31 December 2016 and replaced by a deﬁned contribution plan for new

joiners. The German deﬁned beneﬁt plan contains mainly direct pension promises based on works council agreements as well

as on some individual pension promises. The legal framework is the German Company Pensions Act (‘Betriebsrentengesetz’).

The plan is unfunded and the Company pays all beneﬁt payments when they fall due.

(d) Deﬁned beneﬁt pension plans – rest of the world and other post-retirement beneﬁts

The Group has several deﬁned beneﬁt pension arrangements across the rest of the world (ROW), the largest of which are in

Belgium. The net liability of the ROW plans at 31 December 2025 was £7.3m (2024: £8.7m). The Group also has liabilities relating

to medical insurance arrangements and termination plans which provide for beneﬁts to be paid to employees on retirement.

The net liability of these other post-retirement beneﬁts as at 31 December 2025 was £9.0m (2024: £9.3m).

e) Deﬁned contribution pension plans

The total expense for the Group’s deﬁned contribution plans in the Group Income Statement amounted to £11.5m (2024: £11.8m)

and represents the contributions payable for the year by the Group to the plans.

27.

Employee Beneﬁts

continued

27.1 Group post-retirement plans

continued

Strategic report

Governance

Financial statements

187

(f) Multi-employer plans

Due to collective agreements, Vesuvius in the US participates, together with other enterprises, in union-run multi-employer

pension plans for temporary workers hired on sites. These are accounted for as deﬁned contribution plans.

27.2

Post-retirement liability valuation

The main assumptions used in calculating the costs and obligations of the Group’s deﬁned beneﬁt pension plans, as detailed

below, are set by the Directors after consultation with independent professionally qualiﬁed actuaries and include those used

to determine regular service costs and the ﬁnancing elements related to the plans’ assets and liabilities. It is the Directors’

responsibility to set the assumptions used in determining the key elements of the costs of meeting such future obligations.

Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions used could aﬀect the

Group’s proﬁt and ﬁnancial position.

(a) Mortality assumptions

The mortality assumptions used in the actuarial valuations of the Group’s UK, US and German deﬁned beneﬁt pension liabilities

are summarised in the table below and have been selected to reﬂect the characteristics and experience of the membership of

those plans.

For the UK Plan, the assumptions used have been derived from the Self-Administered Pension Schemes (‘SAPS S4’) All table, with

future longevity improvements in line with the ‘core’ mortality improvement tables published in 2024 by the Continuous Mortality

Investigation (CMI), with a long-term rate of improvement of 1.25% per year. For the Group’s US plans, the assumptions used have

been based on the Pri-2012 mortality tables and MP-2021 projection scale. The Group’s major plans in Germany have been valued

using the modiﬁed Heubeck Richttafeln 2018G mortality tables. In respect of the life expectancy tables below, current pensioners

are assumed to be 65 years old, while future pensioners are assumed to be 45 years old.



	2025			2024
	UK	US	Germany	UK	US	Germany
Life expectancy of pension plan members	years	years	years	years	years	years
Age to which current pensioners are expected to live:
– Men	87.4	85.8	86.0	86.8	85.7	85.9
– Women	88.9	87.7	89.4	88.6	87.7	89.3
Age to which future pensioners are expected to live:
– Men	87.6	87.3	88.7	87.0	87.2	88.6
– Women	90.4	89.2	91.6	90.1	89.1	91.5

(b) Other main actuarial valuation assumptions



	2025			2024
	UK	US	Germany	UK	US	Germany
	% p.a.	% p.a.	% p.a.	% p.a.	% p.a.	% p.a.
Discount rate	5.40	5.00	4.10	5.50	5.35	3.40
Price inﬂation – using RPI for UK	2.75	2.50	2.00	3.10	2.50	2.00
– using CPI for UK	2.25	n/a	n/a	2.60	n/a	n/a
Rate of increase in pensionable salaries	n/a	n/a	2.75	n/a	n/a	2.75
Rate of increase to pensions in payment	2.65	n/a	2.00	2.90	n/a	2.00

The discount rate used to determine the liabilities of the UK Plan for IAS 19 accounting purposes is required to be determined by

reference to market yields on high-quality corporate bonds.

The assumptions for UK price inﬂation are set by reference to the diﬀerence between yields on longer-term conventional

government bonds and index-linked bonds, except for CPI, for which no appropriate bonds exist, which is assumed to be 0.5 points

lower (2024: 0.5 points lower) than RPI-based inﬂation.

Notes to the Group Financial Statements

continued

27.

Employee Beneﬁts

continued

27.2

Post-retirement liability valuation

continued

188

Vesuvius plc

Annual Report and Financial Statements 2025

The US pensions are not inﬂation linked. The rate of increase in pensionable salaries and of pensions in payment is therefore not

signiﬁcant to the valuation of the Group’s overall pension liabilities.

The sensitivity of the deﬁned beneﬁt obligation to changes in the weighted principal assumptions is:


Assumption	Change in assumption	UK 1	US	Germany
Discount rate	Increase/decrease by 0.1%
	– impact on plan liabilities	Decrease/increase by	Decrease/increase by	Decrease/increase by
		£2.7m (2024: £3.1m)	£0.4m (2024: £0.4m)	£0.4m (2024: £0.6m)
	– impact on plan assets	Decrease/increase by	n/a	n/a
		£2.7m (2024: £3.1m)
Price inﬂation	Increase/decrease by 0.1%
	– impact on plan liabilities	Increase/decrease by	n/a	Increase/decrease by
		£1.9m (2024: £2.2m)		£0.1m (2024: £0.2m)
	– impact on plan assets	Increase/decrease by	n/a	n/a
		£1.9m (2024: £2.2m)
Mortality	Increase by one year
	– impact on plan liabilities	Increase by £11.1m	Increase by £1.9m	Increase by £1.0m
		(2024: £12.0m)	(2024: £1.9m)	(2024: £1.2m)
	– impact on plan assets	Increase by £11.1m	n/a	n/a
		(2024: £12.0m)

The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC). This buy-in secured an insurance asset

from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or

inﬂation risks in respect of the UK Plan.

27.3

Deﬁned beneﬁt obligation

The average duration of the obligations to which the liabilities of the Group’s principal pension plans relate is 9.6 years for the UK,

13.6 years for Germany and 8.5 years for the US.


						Other post-
	Deﬁned beneﬁt pension plans					retirement &
						long-term
						beneﬁt
	UK	US	Germany	ROW	Total	plans	Total
	£m	£m	£m	£m	£m	£m	£m
Present value as at 1 January 2025	289.5	52.1	38.1	43.8	423.5	9.3	432.8
Exchange diﬀerences	–	(3.7)	2.0	0.5	(1.2)	0.5	(0.7)
Current service cost	–	–	1.0	3.3	4.3	0.1	4.4
Past service gain	–	–	(0.5)	–	(0.5)	–	(0.5)
Interest cost	15.8	2.5	1.3	1.6	21.2	0.6	21.8
Gains arising over the year that are
recognised in P&L	–	–	–	–	–	(0.2)	(0.2)
Remeasurement of liabilities:
– demographic changes	6.8	–	–	–	6.8	–	6.8
– ﬁnancial assumptions	(3.5)	1.3	(3.6)	(1.1)	(6.9)	0.4	(6.5)
– experience losses/(gains)	0.5	0.6	(0.2)	0.9	1.8	(0.4)	1.4
Business acquisition	–	–	0.5	0.7	1.2	–	1.2
Beneﬁts paid	(21.2)	(4.3)	(1.8)	(2.3)	(29.6)	(1.3)	(30.9)
Present value as at 31 December 2025	287.9	48.5	36.8	47.4	420.6	9.0	429.6

27.

Employee Beneﬁts

continued

27.3

Deﬁned beneﬁt obligation

continued

Strategic report

Governance

Financial statements

189


						Other post-
	Deﬁned beneﬁt pension plans					retirement &
						long-term
						beneﬁt
	UK	US	Germany	ROW	Total	plans	Total
	£m	£m	£m	£m	£m	£m	£m
Present value as at 1 January 2024	328.4	56.4	41.3	43.1	469.2	9.9	479.1
Exchange diﬀerences	–	1.0	(1.9)	(2.0)	(2.9)	(0.7)	(3.6)
Current service cost	–	–	0.4	3.2	3.6	0.6	4.2
Past service gain	–	–	–	(0.1)	(0.1)	(0.4)	(0.5)
Settlement gain	–	–	–	–	–	(0.2)	(0.2)
Interest cost	14.5	2.5	1.3	1.7	20.0	0.5	20.5
Losses arising over the year that are
recognised in P&L	–	–	–	–	–	0.2	0.2
Remeasurement of liabilities:
– demographic changes	(1.4)	–	–	0.1	(1.3)	(0.1)	(1.4)
– ﬁnancial assumptions	(28.8)	(2.8)	(0.9)	0.5	(32.0)	0.1	(31.9)
– experience losses/(gains)	(1.1)	(0.7)	(0.3)	0.3	(1.8)	(0.1)	(1.9)
Beneﬁts paid	(22.1)	(4.3)	(1.8)	(3.0)	(31.2)	(0.5)	(31.7)
Present value as at 31 December 2024	289.5	52.1	38.1	43.8	423.5	9.3	432.8

27.4

Fair value of plan assets


	2025					2024
	UK	US	Germany	ROW	Total	UK	US	Germany	ROW	Total
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
As at 1 January	320.3	40.0	–	35.1	395.4	359.8	38.2	–	34.8	432.8
Exchange diﬀerences	–	(2.8)	–	0.5	(2.3)	–	0.8	–	(1.9)	(1.1)
Interest income	17.5	2.0	–	1.1	20.6	15.9	1.7	–	1.3	18.9
Return on plan assets	3.1	2.0	–	1.0	6.1	(32.7)	0.9	–	0.2	(31.6)
Contributions from employer	0.2	1.3	–	3.8	5.3	–	2.5	–	3.4	5.9
Administration expenses paid	(0.7)	(0.6)	–	–	(1.3)	(0.7)	(0.6)	–	–	(1.3)
Business acquisition	–	–	0.2	0.5	0.7	–	–	–	–	–
Beneﬁts paid	(21.1)	(3.5)	–	(1.9)	(26.5)	(22.0)	(3.5)	–	(2.7)	(28.2)
As at 31 December	319.3	38.4	0.2	40.1	398.0	320.3	40.0	–	35.1	395.4

The Group’s pension plans in Germany are unfunded, as is common practice in that country, and accordingly there are no assets

associated with these plans.

27.5

Remeasurement of deﬁned beneﬁt liabilities/assets


	2025	2024
	total	total
	£m	£m
Remeasurement of liabilities/assets:
– demographic changes	(6.8)	1.4
– ﬁnancial assumptions	6.5	31.9
– experience gains/(losses)	(1.4)	1.9
Return on plan assets	6.1	(31.6)
Total movement	4.4	3.6

The remeasurement of deﬁned beneﬁt liabilities and assets is recognised in the Group Statement of Comprehensive Income.

Notes to the Group Financial Statements

continued

27.

Employee Beneﬁts

continued

190

Vesuvius plc

Annual Report and Financial Statements 2025

27.6

Balance sheet recognition

The amount recognised in the Group Balance Sheet in respect of the Group’s deﬁned beneﬁt pension plans and other post-

retirement and long-term beneﬁt plans is analysed in the following tables, which all relate to continuing operations. All assets have

quoted prices in active markets with the exception of annuity insurance contracts in the UK, £280.9m (2024: £282.5m) and ROW,

£3.7m (2024 £3.2m).


						Other post-
	Deﬁned beneﬁt pension plans					retirement &
						long-term
						beneﬁt	2025
	UK	US	Germany	ROW	Total	plans	total
	£m	£m	£m	£m	£m	£m	£m
Equities	21.1	5.6	–	3.0	29.7	–	29.7
Bonds	–	30.6	0.2	2.1	32.9	–	32.9
Annuity insurance contracts	280.9	–	–	33.2	314.1	–	314.1
Other assets	17.3	2.2	–	1.8	21.3	–	21.3
Fair value of plan assets	319.3	38.4	0.2	40.1	398.0	–	398.0
Present value of funded obligations	(286.9)	(42.3)	(0.5)	(43.9)	(373.6)	–	(373.6)
	32.4	(3.9)	(0.3)	(3.8)	24.4	–	24.4
Present value of unfunded obligations	(1.0)	(6.2)	(36.3)	(3.5)	(47.0)	(9.0)	(56.0)
Total net surpluses/(liabilities)	31.4	(10.1)	(36.6)	(7.3)	(22.6)	(9.0)	(31.6)
Recognised in the Group Balance Sheet as:
Net surpluses	32.4	–	–	3.1	35.5	–	35.5
Net liabilities	(1.0)	(10.1)	(36.6)	(10.4)	(58.1)	(9.0)	(67.1)
Total net surpluses/(liabilities)	31.4	(10.1)	(36.6)	(7.3)	(22.6)	(9.0)	(31.6)


						Other post-
	Deﬁned beneﬁt pension plans					retirement &
						long-term
						beneﬁt	2024
	UK	US	Germany	ROW	Total	plans	total
	£m	£m	£m	£m	£m	£m	£m
Equities	19.3	4.2	–	2.6	26.1	–	26.1
Bonds	–	33.6	–	2.4	36.0	–	36.0
Annuity insurance contracts	282.5	–	–	28.4	310.9	–	310.9
Other assets	18.5	2.2	–	1.7	22.4	–	22.4
Fair value of plan assets	320.3	40.0	–	35.1	395.4	–	395.4
Present value of funded obligations	(288.5)	(45.3)	–	(40.3)	(374.1)	–	(374.1)
	31.8	(5.3)	–	(5.2)	21.3	–	21.3
Present value of unfunded obligations	(1.0)	(6.8)	(38.1)	(3.5)	(49.4)	(9.3)	(58.7)
Total net surpluses/(liabilities)	30.8	(12.1)	(38.1)	(8.7)	(28.1)	(9.3)	(37.4)
Recognised in the Group Balance Sheet as:
Net surpluses	31.8	–	–	2.3	34.1	–	34.1
Net liabilities	(1.0)	(12.1)	(38.1)	(11.0)	(62.2)	(9.3)	(71.5)
Total net surpluses/(liabilities)	30.8	(12.1)	(38.1)	(8.7)	(28.1)	(9.3)	(37.4)

27.

Employee Beneﬁts

continued

27.6

Balance sheet recognition

continued

Strategic report

Governance

Financial statements

191

(a) UK Plan asset allocation

As at 31 December 2025, of the UK Plan’s total assets, 88.0% (2024: 88.2%) were represented by the annuity insurance contracts

covering the UK Plan’s pension liabilities; 6.6% (2024: 6.0%) were allocated to equities and 5.4% (2024: 5.8%) to cash.

As at 31 December 2025, the IAS 19 valuation of the PIC insurance contract value associated with the bought-in liabilities was

£280.9m (2024: £282.5m). The policy and the associated valuation are updated annually to reﬂect retirements and mortality.

(b) US Plan asset allocation

All of the assets in the main US Plan have a quoted market price in an active market. The Plan mitigates exposure to interest rates

by employing a liability matching investment strategy. All non-derivative assets are invested in liability matching bonds with

a similar average duration to the liabilities of the Plan. The Plan retains equity risk through use of equity derivative contracts,

which provide equity market exposure with some level of equity downside protection.

In 2026, the Group is expected to make direct beneﬁt payments and contributions into its deﬁned beneﬁt pension and other

post-retirement and long-term beneﬁts plans of around £9.8m. Speciﬁc payments and contributions of approximately £1.9m,

£2.1m and £2.4m are anticipated for the US Plans, German Plans and Belgian Plans respectively.

27.7

Income statement recognition

The expense recognised in the Group Income Statement in respect of the Group’s deﬁned beneﬁt retirement plans and other

post-retirement and long-term beneﬁt plans is shown below:


	2025			2024
		Other post-			Other post-
	Deﬁned	retirement &		Deﬁned	retirement &
	beneﬁt	long-term		beneﬁt	long-term
	pension	beneﬁt		pension	beneﬁt
	plans	plans	Total	plans	plans	Total
	£m	£m	£m	£m	£m	£m
Current service cost	4.3	0.1	4.4	3.6	0.6	4.2
Past service gain	(0.5)	–	(0.5)	(0.1)	(0.4)	(0.5)
Settlement gain	–	–	–	–	(0.2)	(0.2)
Losses arising over the year that are recognised in P&L	–	(0.2)	(0.2)	–	0.2	0.2
Administration expenses	1.3	–	1.3	1.3	–	1.3
Net interest cost	0.6	0.6	1.2	1.1	0.5	1.6
Total net charge	5.7	0.5	6.2	5.9	0.7	6.6

The total net charge of £6.2m (2024: £6.6m), recognised in the Group Income Statement in respect of the Group’s deﬁned beneﬁt

pension plans and other post-retirement and long-term beneﬁts plans, is analysed in the following table:


		2025	2024
		£m	£m
In arriving at trading proﬁt (adjusted operating proﬁt)	– within other cost of sales	1.0	1.1
	– within administration, selling and
	distribution costs	4.0	3.9
In arriving at proﬁt before tax	– within net ﬁnance costs	1.2	1.6
Total net charge		6.2	6.6

Virgin Media vs NTL Pension Trustee case

In June 2023, the High Court judged in the Virgin Media vs NTL Pension Trustee case that certain amendments made to the NTL

Pension Plan were invalid because the scheme’s actuary had not provided the necessary conﬁrmations (Section 37 Certiﬁcates).

This decision was upheld in July 2024. It could have wider ranging implications aﬀecting other schemes that were contracted-out

on a salary-related basis and made amendments between April 1997 and April 2016.

The DWP has recently announced that it will introduce legislation to allow retrospective conﬁrmation of historic beneﬁt changes.

This announcement should signiﬁcantly reduce the impact on pension schemes and mean that for most schemes the existence of

conﬁrmations is no longer the relevant issue, but whether conﬁrmation was obtained or can be provided now. The Trustee of the

Vesuvius Pension Plan has taken legal advice on the impact of the Virgin Media case on the Plan and intends to keep the position

under review, taking into account any further legal developments during 2026. Management are aware of recent developments

and have concluded that there is no requirement for further investigation at this stage.

Notes to the Group Financial Statements

continued

27.

Employee Beneﬁts

continued

27.7

Income statement recognition

continued

192

Vesuvius plc

Annual Report and Financial Statements 2025

GMP equalisation

A UK High Court ruling was made on 26 October 2018 in respect of the gender equalisation of guaranteed minimum pensions

(GMPs) for occupational pension schemes (impact estimated to be £4.5m at 31 December 2018). A further ruling was issued on

20 November 2020 (impact estimated to be £0.8m at 31 December 2020). As in prior years, the UK disclosures continue to include

an appropriate allowance for the increase in pension liabilities resulting from these rulings.

27.8

Risks to which the deﬁned beneﬁt pension plans expose the Group

The principal risks faced by these plans comprise: (i) the risk that the value of the plan assets is not suﬃcient to meet all plan

liabilities as they fall due; (ii) the risk that plan beneﬁciaries live longer than envisaged, causing liabilities to exceed the available

plan assets; and (iii) the risk that the market-based factors used to value plan liabilities and assets change materially adversely

to increase plan liabilities over the value of available plan assets.

Following the UK Plan pension insurance buy-in agreement, the inﬂation, interest rate, investment and longevity risks for

Vesuvius in respect of the UK Plan are virtually eliminated.

The Group continues to monitor risks in respect of the other plans, including counterparty risk, asset volatility, changes in bond

yields, inﬂation and life expectancy.

28. Share-based Payments

28.1

Income statement recognition

The total expense recognised in the Group Income Statement is shown below:



	2025	2024
	£m	£m
Long-Term Incentive Plan	(0.1)	1.8
Other plans	3.1	4.4
Total expense	3.0	6.2

The Group operates a number of diﬀerent share-based payment plans, the most signiﬁcant of which is the Long-Term Incentive

Plan (LTIP), details of which can be found in the Directors’ Remuneration Report.

28.2

Details of outstanding options



	Number of outstanding awards
	As at			Forfeited/		As at
	1 Jan 2025	Granted	Exercised	lapsed	Expired	31 Dec 2025
LTIP	2,485,451	1,067,733	(461,309)	(430,823)	nil	2,661,052
Weighted average exercise price	nil	nil	nil	nil	nil	nil
Other plans	2,467,098	1,057,890	(1,170,921)	(207,958)	nil	2,146,109
Weighted average exercise price	nil	nil	nil	nil	nil	nil

For the awards exercised during 2025, the market value at the date of exercise ranged from 328.4 pence to 412.3 pence per share.



	Number of outstanding awards
	As at			Forfeited/		As at
	1 Jan 2024	Granted	Exercised	lapsed	Expired	31 Dec 2024
LTIP	2,181,881	935,066	(259,607)	(371,889)	nil	2,485,451
Weighted average exercise price	nil	nil	nil	nil	nil	nil
Other plans	2,566,949	1,300,623	(1,182,573)	(217,901)	nil	2,467,098
Weighted average exercise price	nil	nil	nil	nil	nil	nil

For the options exercised during 2024, the market value at the date of exercise ranged from 365.5 pence to 491.5 pence per share.

Details of market performance conditions are included in the Directors’ Remuneration Report.

28. Share-based Payments

continued

28.2

Details of outstanding options

continued

Strategic report

Governance

Financial statements

193

| | | | | | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | | 2024 | | |
| | | Weighted | | | Weighted | |
| | | average | | | average | |
| | Awards | outstanding | | Awards | outstanding | |
| | exercisable | contractual | Range of | exercisable | contractual | Range of |
| | as at | life of | exercise | as at | life of | exercise |
| | 31 Dec 2025 | awards | prices | 31 Dec 2024 | awards | prices |
| | no. | years | pence | no. | years | pence |
| LTIP | – | 8.2 | | – | 8.4 | |
| Weighted average exercise price | – | | n/a | – | | n/a |
| Other plans | – | 0.6 | | – | 0.6 | |
| Weighted average exercise price | – | | n/a | – | | n/a |

28.3

Options granted during the year



	2025
	LTIP ROIC/	LTIP TSR
	ESG element	element	Other plans
Fair value of options granted	333.2p	155.0p	333.2p
Share price on date of grant	333.2p	333.2p	333.2p
Expected volatility	n/a	27.9%	n/a
Risk-free interest rate	n/a	3.8%	n/a
Exercise price (per share)	nil	nil	nil
Expected term (years)	3	3	2
Expected dividend yield	nil	nil	nil



	2024
	LTIP ROIC/	LTIP TSR
	ESG element	element	Other plans
Fair value of options granted	492p	290p	492p
Share price on date of grant	492p	492p	492p
Expected volatility	n/a	29.2%	n/a
Risk-free interest rate	n/a	4.1%	n/a
Exercise price (per share)	nil	nil	nil
Expected term (years)	3	3	2
Expected dividend yield	nil	nil	nil

For the LTIP awards, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR)

performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the

remaining 60% of shares awarded is based on ROIC and ESG targets.

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years

(2024: 2.8 years) prior to the grant date for the April 2024 grant. The risk-free rate of return was assumed to be the yield to maturity

on a UK ﬁxed gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration

Committee, award holders receive the value of dividends that would have been paid on their vested shares in the period between

grant and vesting. Accordingly, there is no discount to the valuation for dividends foregone during the vesting period.

Notes to the Group Financial Statements

continued

194

Vesuvius plc

Annual Report and Financial Statements 2025

29.

Trade and Other Payables

29.1

Analysis of trade and other payables



	2025	2024
	£m	£m
Non-current
Accruals and other payables	5.3	6.9
Total non-current other payables	5.3	6.9
Current
Trade payables	248.3	241.7
Other taxes and social security	32.7	36.7
Accruals and other payables	78.7	85.0
Total current trade and other payables	359.7	363.4

There is no signiﬁcant diﬀerence between the fair value of the Group’s trade and other payables balances and the amount at

which they are reported in the Group Balance Sheet.

29.2

Supplier ﬁnance arrangements

The Group has supply chain ﬁnance programmes in place. The programmes act as an alternative source of ﬁnancing for the

suppliers who have the option to trade their invoices with funding providers in order to receive cash earlier than the invoice due

dates. The payment terms oﬀered to suppliers who are party to the supply chain ﬁnance programmes are within standard

supplier payment terms and agreed directly with the supplier. The carrying amount of the liabilities for which suppliers have

already received payment from ﬁnance providers is £18.9m (2024: £23.2m).

Balances outstanding under the supplier ﬁnancing arrangements are classiﬁed as trade payables, and cash ﬂows are included

in operating cash ﬂows, since the ﬁnancing arrangements are agreed between the supplier, the funding providers and the

third-party platform providers. The Group does not provide additional credit enhancement nor obtain any working capital beneﬁt

from the arrangements. The Group is not charged any interest cost or fee in respect of the agreements.

Included in trade payables are amounts of £28.7m (2024: £31.2m) drawn by suppliers who are party to the supply chain ﬁnance

programmes.

The analysis below details the range of payment due dates of trade payables which are part of supplier ﬁnancing arrangements

and of comparable trade payables which are not part of supplier ﬁnancing arrangements in the same region.

Trade payables which are part of supplier ﬁnancing arrangements



	2025
	£m
	30 days	Between 31	Between 61	More than
	and less	and 60 days	and 90 days	91 days	Total
Region
Brazil	3.4	–	–	–	3.4
China	7.4	–	–	–	7.4
Europe	9.5	–	–	–	9.5
India	3.2	–	–	–	3.2
North America	5.2	–	–	–	5.2
Total trade payables which are part of supplier
ﬁnancing arrangements	28.7	–	–	–	28.7

Comparable trade payables which are not part of supplier ﬁnancing arrangements



	2025
	£m
	30 days	Between 31	Between 61	More than
	and less	and 60 days	and 90 days	91 days	Total
Region
Brazil	7.7	–	(0.1)	(0.1)	7.5
China	36.9	0.5	0.1	0.2	37.7
Europe	35.1	0.1	0.7	0.4	36.3
India	22.7	1.6	1.4	1.2	26.9
North America	22.2	0.4	0.1	(0.1)	22.6

29.

Trade and Other Payables

continued

29.2

Supplier ﬁnance arrangements

continued

Strategic report

Governance

Financial statements

195

Trade payables which are part of supplier ﬁnancing arrangements



	2024
	£m
	30 days	Between 31	Between 61	More than
	and less	and 60 days	and 90 days	91 days	Total
Region
Brazil	1.9	–	–	–	1.9
China	6.6	–	–	–	6.6
Europe	8.4	–	–	–	8.4
India	3.1	–	–	–	3.1
North America	11.2	–	–	–	11.2
Total trade payables which are part of supplier
ﬁnancing arrangements	31.2	–	–	–	31.2

Comparable trade payables which are not part of supplier ﬁnancing arrangements



	2024
	£m
	30 days	Between 31	Between 61	More than
	and less	and 60 days	and 90 days	91 days	Total
Region
Brazil	5.2	3.1	1.3	0.4	10.0
China	24.3	2.1	1.2	0.5	28.1
Europe	32.0	1.4	0.2	–	33.6
India	18.6	2.9	2.2	2.2	25.9
North America	16.3	4.0	1.5	0.5	22.3

30. Provisions

30.1

Analysis of provisions



	Disposal,
	closure and
	environmental
	costs	Other	Total
	£m	£m	£m
As at 31 December 2023 and 1 January 2024	51.9	6.7	58.6
Exchange adjustments	1.2	(0.2)	1.0
(Release)/charge to Group Income Statement – trading proﬁt	(0.6)	7.5	6.9
Charge to Group Income Statement – separately reported items	9.7	2.6	12.3
Adjustment to discount	2.2	–	2.2
Cash spend	(5.4)	(10.5)	(15.9)
As at 31 December 2024 and 1 January 2025	59.0	6.1	65.1
Exchange adjustments	(3.9)	–	(3.9)
(Release)/charge to Group Income Statement – trading proﬁt	2.0	6.8	8.8
Charge to Group Income Statement – separately reported items	–	22.0	22.0
Adjustment to discount	3.0	–	3.0
Cash spend	(4.7)	(26.9)	(31.6)
Acquisitions	–	0.9	0.9
Transferred (to)/from other balance sheet rows	–	1.3	1.3
As at 31 December 2025	55.4	10.2	65.6

Of the total provision balance as at 31 December 2025 of £65.6m (2024: £65.1m), £54.0m (2024: £54.8m) is recognised in the

Group Balance Sheet within non-current liabilities and £11.6m (2024: £10.3m) within current liabilities.

Notes to the Group Financial Statements

continued

30. Provisions

continued

30.1

Analysis of provisions

continued

196

Vesuvius plc

Annual Report and Financial Statements 2025

Disposal, closure and environmental charges

The provision for disposal, closure and environmental costs includes the Directors’ current best estimate of the amounts to be

payable in respect of known or probable costs resulting from third-party claims, including legacy matter lawsuits.

There remains inherent uncertainty associated with estimating the future costs of legacy matter lawsuits. In assessing the

probable costs and realisation certainty of these provisions, or related assets, management has made reasonable assumptions,

including projections of the number of future claims, the approximate average cost of those claims (including legal costs and

infrequent larger value claims) and the length of time taken to resolve such claims. The provision reﬂects the Directors’ best

estimate of the future liability. By nature, these assumptions are uncertain and therefore changes to the assumptions used could

signiﬁcantly alter the Directors’ assessment of the costs. Sensitivity analyses have been conducted using variations to the key

assumptions listed above and indicatively show that a 25% increase in the average cost of claims would impact the gross provision

by approximately £6.3m and the corresponding asset for insurance cover by approximately £5.3m.

Changes in discount rates may have a signiﬁcant impact on gross provisions and related assets for insurance cover.

As the resolution of many of the obligations for which provision is made is subject to legal or other regulatory process, the timing of

the associated cash outﬂows is also subject to some uncertainty. However, the majority of the amounts provided are expected to

be utilised over the next ten years.

Where insurance cover exists for any of these costs, a related asset is recognised in the Group Balance Sheet only when its value

can be reliably measured and reimbursement is considered to be virtually certain. As at 31 December 2025, £24.6m (2024:

£23.0m) was recorded in other receivables in respect of associated insurance reimbursements, of which £22.6m (2024: £21.1m) is

non-current. A credit of £3.2m was recorded during 2025 (2024: debit £0.4m) to reﬂect the increase (2024: decrease) in assets for

insurance cover which is included in the ‘Administration, selling and distribution costs’ line in the Income Statement. This is oﬀset by

a debit of £3.2m in 2025 (2024: £0.4m) to reﬂect an increase in provisions for related claims in the same line of the Income

Statement.

In 1999, the Group acquired Premier Refractories which owned a disused clay mine in the United States. In 2018, wastewater

containing pollutants was discovered and a provision was established for treatment costs. In 2024, the provision was reassessed,

with the forecast annual operating cost being £0.8m and length of water treatment period being estimated at 20 years resulting in

an increase in the provision and a charge to the Income Statement of £9.7m. The Directors use their judgement to determine both

the annual expected operating cost and the period over which the operating cost will continue to be incurred. Sensitivity analyses

show that if the remaining period for which water treatment is needed is extended by a further 10 years, the provision would

increase by £6.0m.

Other

Other provisions comprise amounts payable in respect of known or probable costs resulting both from legal or other regulatory

requirements, workers’ compensation and medical claims, and from third-party claims. As the settlement of these matters is

subject to legal or other regulatory process, the timing of the associated outﬂows is uncertain but the majority of provisions are

expected to be utilised over the next two years. During 2025, the Group recognised net charges of £6.9m (2024: £7.3m) in the

Group Income Statement to provide for various medical beneﬁts and other claims.

Other provisions includes amounts payable in respect of probable costs relating to the Group’s cost reduction programme of

£3.8m (2024: £2.6m).

The Group has considered the impact of climate change on provisions including decommissioning or environmental rehabilitation

and there have been no material changes needed to amounts already provided.

Strategic report

Governance

Financial statements

197

31.

Oﬀ-Balance Sheet Arrangements

In compliance with current reporting requirements, certain arrangements entered into by the Group in its normal course of

business are not reported in the Group Balance Sheet. Of such arrangements, the largest amounts are future lease payments

in relation to assets used by the Group under non-cancellable operating leases (Note 26).

32.

Contingent Liabilities

Details of guarantees given by the Company, on behalf of the Group, are given in Note 11 to the Company Financial Statements.

33.

Related Parties

All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms.

Transactions between related parties that are Group subsidiaries are eliminated on consolidation.

The related parties identiﬁed by the Directors include joint ventures, associates and key management personnel. To enable users

of our ﬁnancial statements to form a view on the eﬀects of related party relationships on the Group, we disclose the related party

relationship irrespective of whether there have been transactions between the related parties.

33.1

Transactions with joint ventures and associates

All transactions with joint ventures and associates are in the normal course of business. Transactions between the Group and

its joint ventures and associates are disclosed below:



	2025	2024
	£m	£m
Sales to joint ventures	3.9	4.2
Purchases from joint ventures	25.3	27.1
Dividends received	0.9	0.7
Trade payables owed to joint ventures	8.5	8.1
Trade receivables due from joint ventures	0.9	1.0

Trade payables owed to joint ventures are settled net of trade receivables due from joint ventures 90 days after the delivery

of goods or services. There are no loans to and from joint ventures.

33.2

Transactions with key management personnel

The Group Executive Committee members, as outlined on page 76, are included in determining who qualiﬁes as key management

personnel of the Group.

There have been no transactions with key management personnel of the Group or members of their close families, other than

payments in respect of executive remuneration and the reimbursement of business expenses. Directors’ remuneration is disclosed

in Note 7 to the Group Financial Statements and in the Directors’ Remuneration Report.

33.3

Transactions with other related parties

There are no controlling shareholders of the Group as deﬁned by IFRS.

Pension contributions to Group schemes are disclosed in Note 27 to the Group Financial Statements.

Other than the parties disclosed above, the Group has no other material related parties.

34.

Events after the Balance Sheet date

There are no items to report.

Notes to the Group Financial Statements

continued

198

Vesuvius plc

Annual Report and Financial Statements 2025

35.

Alternative Performance Measures (unaudited)

The Company uses a number of alternative performance measures (APMs) in addition to those reported in accordance with IFRS.

The Directors believe that these APMs, listed below, are important when assessing the ﬁnancial and operating performance of the

Group and its divisions, providing management with key insights and metrics in support of the ongoing management of the

Group’s performance and cash ﬂow. A number of these align with Key Performance Indicators (KPIs) and other key metrics used in

the business and therefore are considered useful to also disclose to the users of the ﬁnancial statements. The following APMs do

not have a standard deﬁnition prescribed by IFRS and therefore may not be directly comparable with similar measures presented

by other companies. Adjusted measures, (previously disclosed as ‘Headline’ measures), are presented before items reported

separately on the face of the Group Income Statement.

35.1

Like-for-like measures

Like-for-like (‘LFL’) measures, (previously disclosed as ‘Underlying’ measures), are adjusted to exclude the eﬀects of changes in

exchange rates and business acquisitions and disposals. Reconciliations of like-for-like revenue and like-for-like trading proﬁt

(adjusted operating proﬁt) can be found in the Financial Summary. Like-for-like revenue growth is one of the Group’s KPIs and

provides an important measure of organic growth of the business.

35.2

Return on sales (ROS)

ROS is calculated as trading proﬁt (adjusted operating proﬁt) divided by revenue. It is one of the Group’s KPIs and is used to assess

the operating performance of the business. ROS is disclosed in Note 4.2.

35.3

Trading proﬁt (adjusted operating proﬁt)

Trading proﬁt (adjusted operating proﬁt) is deﬁned as operating proﬁt before separately reported items. It is one of the Group’s

key performance indicators and is used to assess the trading performance of Group businesses.

35.4

Adjusted proﬁt before tax

Adjusted proﬁt before tax is calculated as trading proﬁt (adjusted operating proﬁt), plus the Group’s share of post-tax proﬁt of

joint ventures and net ﬁnance costs associated with adjusted performance. It is used to assess the ﬁnancial performance of the

Group as a whole.

35.5

Adjusted eﬀective tax rate (ETR)

The Group’s adjusted ETR is calculated on the income tax costs associated with adjusted performance, divided by adjusted proﬁt

before tax and before the Group’s share of post-tax proﬁt of joint ventures and associates.

35.6

Adjusted earnings

Adjusted earnings is proﬁt after tax before separately reported items attributable to owners of the Parent.

35.7

Adjusted earnings per share

Adjusted earnings per share is calculated by dividing adjusted earnings by the weighted average number of ordinary shares in

issue during the year. It is one of the Group’s key performance indicators and is used to assess the earnings performance of the

Group as a whole. It is also used as one of the targets against which the annual bonuses of certain employees are measured.

Adjusted earnings per share is disclosed in Note 6. Adjusted earnings per share is disclosed in Note 10.

35.

Alternative Performance Measures

continued

Strategic report

Governance

Financial statements

199

35.8

Adjusted operating cash ﬂow

Adjusted operating cash ﬂow is cash generated from operations before cash separately reported items, and after deducting

capital expenditure net of proceeds from asset disposals. It is used in calculating the Group’s cash conversion.


		2025	2024
	Note	£m	£m
Cash generated from operations	11	173.4	216.7
Add: Outﬂows relating to restructuring charges		0.4	1.0
Add: Outﬂows relating to cost reduction programme expenses		16.0	7.9
Add: Outﬂows relating to acquisition and integration expenses		2.6	–
Add: Outﬂows relating to water treatment at disused mine		0.7	0.8
Less: Purchases of property, plant & equipment		(78.1)	(88.1)
Less: Purchases of intangible assets		(12.3)	(12.7)
Add: Proceeds from the sale of property, plant and equipment		9.4	4.3
Add: Proceeds from the sale of investments		1.2	–
Add: Proceeds from the sale of associates		–	0.4
Adjusted operating cash ﬂow		113.3	130.3
Trading proﬁt (adjusted operating proﬁt)		151.1	188.0
Cash conversion		75%	69%

35.9

Cash conversion

Cash conversion is calculated as adjusted operating cash ﬂow divided by trading proﬁt (adjusted operating proﬁt). It is useful for

measuring the rate at which cash is generated from trading proﬁt (adjusted operating proﬁt). It is also used as one of the targets

against which the annual bonuses of certain employees are measured. The calculation of cash conversion is detailed in Note 35.8

above.

35.10 Free cash ﬂow

Free cash ﬂow is deﬁned as net cash ﬂow from operating activities after net outlays for the purchase and sale of property, plant

and equipment, dividends from joint ventures and dividends paid to non-controlling shareholders. It is one of the Group’s KPIs and

is used to assess the cash generation of the Group and is one of the measures used in monitoring the Group’s capital.


	2025	2024 1
	£m	£m
Net cash inﬂow from operating activities	116.6	155.7
Purchases of property, plant & equipment	(78.1)	(88.1)
Purchases of intangible assets	(12.3)	(12.7)
Proceeds from the sale of property, plant and equipment	9.4	4.3
Proceeds from the sale of investments	1.2	–
Proceeds from the sale of associates	–	0.4
Dividends received from joint ventures	0.9	0.7
Dividends paid to non-controlling shareholders	(1.7)	(2.5)
Free cash ﬂow	36.0	57.8

For the year ended 31 December 2024, Net cash inﬂow from operating activities (Interest paid) and Net cash outﬂow from ﬁnancing activities (Payment of lease

liabilities (principal)) have been updated as a result of the reclassiﬁcation of £3.0m for interest on lease liabilities to be consistent with its presentation in 2025.

Notes to the Group Financial Statements

continued

35.

Alternative Performance Measures

continued

200

Vesuvius plc

Annual Report and Financial Statements 2025

35.11 Trade working capital intensity

Trade working capital intensity is calculated as the percentage of average trade working capital balances to the total revenue for

the previous 12 months, at constant currency. Average trade working capital (comprising inventories, trade receivables and trade

payables) is calculated as the average of the 13 previous month-end balances. It is one of the Group’s key performance indicators

and is used to assess the control of working capital, which is a key variable component in achieving our ROIC target. It is also used

as one of the targets against which the annual bonuses of certain employees are measured.


	2025	2024
	£m	£m
Average trade working capital	424.0	416.5
Total revenue	1,809.5	1,820.1
Trade working capital intensity	23.4%	22.9%

35.12 Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)

Adjusted EBITDA is calculated as the total of trading proﬁt (adjusted operating proﬁt) before depreciation and amortisation of

non-acquired intangible assets. It is used in the calculation of the Group’s interest cover and net debt to adjusted EBITDA ratios.

A reconciliation of adjusted EBITDA is included in Note 4.2.

35.13 Net interest payable on borrowings

Net interest payable on borrowings is calculated as total interest payable on borrowings less ﬁnance income, excluding interest on

net retirement beneﬁt obligations, adjustments to discounts and any item separately reported. It is used in the calculation of the

Group’s interest cover ratio.


		2025	2024
	Note	£m	£m
Total interest payable on borrowings	8	22.4	23.3
Finance income	8	(7.0)	(9.7)
Net interest payable on borrowings		15.4	13.6

35.14 Interest cover

Interest cover is the ratio of adjusted EBITDA for the last 12 months to net interest payable on borrowings for the last 12 months.

It is one of the Group’s KPIs and is used to assess the proﬁt available to service the Group’s interest costs. This measure is also a

component of the Group’s covenant calculations.


		2025	2024
	Note	£m	£m
Adjusted EBITDA	4	216.9	250.2
Net interest payable on borrowings		15.4	13.6
Interest cover		14.1x	18.4x

35.15 Net debt

Net debt comprises the net total of current and non-current interest-bearing borrowings (including IFRS 16 lease liabilities),

cash and short-term deposits and the fair value of derivative ﬁnancial instruments. Net debt is a measure of the Group’s net

indebtedness to banks and other external ﬁnancial institutions. A reconciliation of the movement in net debt is included in Note 13.

35.16 Net debt to adjusted EBITDA

Net debt to adjusted EBITDA is the ratio of net debt at the year-end to adjusted EBITDA for that year. It is one of the Group’s KPIs

and is used to assess the ﬁnancial position of the Group and its ability to fund future growth and is one of the measures used in

monitoring the Group’s capital.


		2025	2024
	Note	£m	£m
Net debt	13	452.4	329.2
Adjusted EBITDA	4	216.9	250.2
Net debt to adjusted EBITDA		2.1x	1.3x

On a pro-forma basis, adjusting for the EBITDA contribution from acquisitions made through the year, the balance sheet had a

debt leverage ratio of 2.0x (2024:1.3x).

35.

Alternative Performance Measures

continued

Strategic report

Governance

Financial statements

201

35.17 Return on invested capital (ROIC)

The Group has adopted ROIC as its key measure of return from the Group’s invested capital. It is also used as one of the targets

against which the annual bonuses of certain employees are measured. In March 2025, the Board re-deﬁned ROIC for the purpose

of remuneration targets, to exclude the impact of goodwill and intangibles that arose on the acquisition of Foseco in 2008, as the

Remuneration Committee believes that this approach removes the distortive eﬀects of that acquisition and provides a clearer

measure of management performance.

ROIC is calculated as trading proﬁt (adjusted operating proﬁt) less amortisation of acquired intangibles (excluding Foseco) plus

share of post-tax proﬁt of joint ventures and associates for the previous 12 months after tax, divided by the average invested

capital. Invested capital is deﬁned as total assets excluding cash and non-interest-bearing liabilities, less the goodwill and

intangibles that arose under IFRS 3 in respect of the Foseco acquisition in 2008. This is calculated as the average of the closing

balance sheet and opening balance sheet, at average foreign exchange rates.



	2025	2024
	£m	£m
Average invested capital	1,623.0	1,556.2
Less: average Foseco goodwill and intangible assets	(588.5)	(609.5)
Adjusted average invested capital	1,034.5	946.7
Trading proﬁt (adjusted operating proﬁt) (Note 35.4)	151.1	188.0
Amortisation of acquired intangible assets	(10.6)	(10.0)
Share of post-tax proﬁt from joint ventures and associates	1.0	1.1
Tax on trading proﬁt (adjusted operating proﬁt) and amortisation of acquired intangible assets	(38.6)	(48.9)
Return	102.9	130.2
Add: amortisation of Foseco intangible assets	8.7	8.7
Less: tax on amortisation of Foseco intangible assets	(2.4)	(2.4)
Adjusted return	109.2	136.5
ROIC	6.3%	8.4%
ROIC excluding Foseco goodwill and intangible assets	10.5%	14.4%

35.18 Constant currency

Figures presented at constant currency represent 2024 amounts retranslated at average 2025 exchange rates.

35.19 Liquidity

Liquidity is the Group’s cash and short-term deposits plus undrawn committed debt facilities less cash used as collateral on loans

and any gross up of cash in notional cash pools.



	2025	2024
	£m	£m
Cash	190.6	186.4
Undrawn committed debt facilities	195.5	202.5
Liquidity	386.1	388.9

Vesuvius plc

Annual Report and Financial Statements 2025

202

Note

2025

total

£m

2024

total

£m

Fixed assets

Investments

1,778.0

Deferred tax

7.3

4.3

Total non-current assets

1,785.3

1,782.3

Current assets

Debtors – amounts falling due within one year

3.2

4.7

Cash at bank and in hand

0.2

–

Total current assets

3.4

4.7

Creditors – amounts falling due within one year

Bank loans and overdrafts

–

Other creditors

(748.4)

(686.3)

Net current liabilities

(745.0)

(681.6)

Total assets less current liabilities

1,040.3

1,100.7

Net assets

1,040.3

1,100.7

Equity capital and reserves

Called up share capital

25.5

26.4

Retained earnings

1,012.5

1,072.9

Other reserves

2.3

1.4

Total shareholders’ funds

1,040.3

1,100.7

Company number 8217766

Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Income Statement.

During 2025, the Company recognised a proﬁt of £29.3m (2024: £14.6m proﬁt).

The Financial Statements on pages 202 to 209 were approved and authorised for issue by the Directors on 11 March 2026 and signed

on their behalf by:

Patrick André

Mark Collis

Chief Executive

Chief Financial Oﬃcer

Company Balance Sheet

As at 31 December 2025

203

Strategic report

Governance

Financial statements

Note

Called up

capital

£m

Other

reserves

£m

Retained

earnings

£m

Total

shareholders’

funds

£m

As at 1 January 2024

27.7

–

1,193.8

1,221.5

Total comprehensive income recognised for the year

–

14.6

Share-based payments charge

–

6.2

Share buyback

(1.3)

1.4

(63.5)

(63.4)

Purchase of ESOP shares

–

(17.1)

Dividend paid

–

(61.1)

As at 31 December 2024

26.4

1.4

1,072.9

1,100.7

As at 1 January 2025

26.4

1.4

1,072.9

1,100.7

Total comprehensive income recognised for the year

–

29.3

Share-based payments charge

–

3.0

Share buyback

(0.9)

0.9

(34.8)

Dividend paid

–

(57.9)

As at 31 December 2025

25.5

2.3

1,012.5

1,040.3

Company Statement of Changes in Equity

For the year ended 31 December 2025

Vesuvius plc

Annual Report and Financial Statements 2025

204

Basis of Preparation

1.1

General information

Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England

and Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the Company is a holding company.

The address of its registered oﬃce is 165 Fleet Street, London EC4A 2AE.

1.2

Basis of accounting

The ﬁnancial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 Reduced

Disclosure Framework (FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. The ﬁnancial

statements have been prepared under the historical cost convention, with the exception of fair value measurement applied

to deﬁned beneﬁt pension plans, investments, share-based payments and derivative ﬁnancial instruments.

The results of the Company are included in the preceding Group Financial Statements.

In these ﬁnancial statements, the Company has applied the exemptions available under FRS 101 in respect of the

following disclosures:

–

A cash ﬂow statement and related notes (IAS 1 para 10(d) and IAS 7)

–

Disclosures in respect of capital management and ﬁnancial instruments (IAS 1 paras 134-136 and IFRS 7)

–

Disclosures in respect of related party transactions with wholly owned members of the Vesuvius plc Group (IAS 24)

–

Disclosures in respect of the compensation of key management personnel (IAS 24 para 17)

–

Disclosures in respect of share-based payments (details of the number and weighted average exercise prices of share options,

and how the fair value of goods or services received was determined) (IFRS 2 paras 45(b) and 46 to 52)

–

Disclosures in respect of fair value measurements (IFRS 13 paras 91-99)

–

IFRS 7 Financial instruments: Disclosures

–

The eﬀects of new but not yet eﬀective IFRSs (IAS 8 paras 30-31)

Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own proﬁt and

loss account.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these

ﬁnancial statements.

1.3

Going concern

The Directors have a reasonable expectation that the Company have adequate resources to continue in operational existence

for a period of at least 12 months from the date of approval of these ﬁnancial statements (disclosed in Note 1.4 to the Group

Financial Statements) and that there is no material uncertainty in respect of going concern. The net current liabilities result from

amounts owed to subsidiary undertakings, therefore the Directors do not believe that they will aﬀect the Company’s ability to

continue in operational existence. Accordingly, they continue to adopt a going concern basis in preparing the ﬁnancial statements

of the Company.

Accounting policies

2.1

Taxation

Both current and deferred tax are calculated using tax rates and laws that have been enacted, or substantively enacted, by the

balance sheet date.

Deferred taxation is recognised, without discounting, in respect of all temporary diﬀerences that have originated, but not

reversed, at the balance sheet date, with the exception that deferred taxation assets are only recognised if it is considered more

likely than not that there will be suitable future proﬁts from which the reversal of the underlying temporary diﬀerences can be

deducted. Provision is made for the tax that would arise on remittance of the retained earnings of overseas subsidiaries only to

the extent that, at the balance sheet date, dividends have been accrued as receivable. All other accounting policies are set out

within the respective notes.

2.2

Investments

Shares in subsidiaries, associates and joint ventures are stated at cost less any impairment in value. Impairment is assessed in

accordance with Note 2.6 to the Group Financial Statements.

2.3

Called up share capital, retained earnings and other reserves

Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where shares are

redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the Company’s share

capital is diminished on cancellation of the shares is transferred to the capital redemption reserve.

Notes to the Company Financial Statements

205

Strategic report

Governance

Financial statements

Accounting policies

continued

2.4

Recognition of share-based payments

The Company operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based

payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, such as total

shareholder return, fair value is measured using a form of stochastic option pricing model. For grants with non-market-based

conditions, such as growth in return on invested capital (ROIC) and environmental, social and governance criteria (ESG), fair value

is measured using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting

period with a corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the

shares that will eventually vest. The Company recharges its subsidiaries for the IFRS 2 expense relating to their employees on an

annual basis.

Critical Accounting Judgements and Estimates

Impairment of investment in subsidiaries and other companies (estimate)

The Company assesses its investments in subsidiaries and other companies for impairment shortly before the Company’s

year-end or whenever events or changes in circumstances indicate that the recoverable amount of the investment could be less

than the carrying amount of the investment. If this is the case, the investment is considered to be impaired and is written down to its

recoverable amount. Estimation is required in the determination of the recoverable amount as the Company evaluates various

factors related to the operational and ﬁnancial position of the relevant investee business, appropriate discounting and long-term

growth rates. The annual investment impairment test is described in Note 7.2 below.

Employee Beneﬁts Expense

2025

£m

2024

£m

Wages and salaries

3.1

Social security costs

0.4

0.6

Share-based payments

0.2

1.6

Total employee beneﬁts expense

3.7

5.3

The total average number of employees for 2025 was 3 (2024: 3). As at 31 December 2025, the Company had 3 (2024: 3) employees.

Details of the Directors’ remuneration are disclosed in the Directors’ Remuneration Report on pages 97 to 124.

Audit and Non-Audit Fees

Amounts payable to PricewaterhouseCoopers LLP in relation to audit and non-audit fees are disclosed within Note 5 to the Group

Financial Statements.

Dividends paid to Equity Shareholders

2025

£m

2024

£m

Amounts recognised as dividends and paid to equity shareholders during the year

Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share

–

42.7

Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share

–

18.4

Final dividend for the year ended 31 December 2024 of 16.40p per ordinary share

40.4

–

Interim dividend for the year ended 31 December 2025 of 7.10p per ordinary share

17.5

–

57.9

61.1

In addition to the above dividends, since year-end the Directors have recommended the payment of a ﬁnal dividend of

16.5 pence (2024: 16.40 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83).

This is subject to approval by shareholders at the Company’s Annual General Meeting on 28 May 2026. If approved, the dividend is

expected to be paid on 6 July 2026 to holders of ordinary shares on the register on 29 May 2026. The ordinary shares will be

quoted ex-dividend on 28 May 2026. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to

have submitted their election to do so by 12 June 2026.

Vesuvius plc

Annual Report and Financial Statements 2025

206

Investments

7.1

Analysis of investments

Shares in

subsidiaries

£m

As at 1 January 2025 and 31 December 2025

1,778.0

The subsidiaries, joint ventures and associates of Vesuvius plc, their country of incorporation and percentage ownership are set

out in Note 17 to the Group Financial Statements. With the exception of Vesuvius Holdings Limited, whose ordinary share capital

was directly held by Vesuvius plc, the ordinary share capital of the other companies was owned by a Vesuvius plc subsidiary as at

31 December 2025.

7.2

Impairment of investment in subsidiaries, associates and joint ventures

The Group carried out its investment impairment test as at 31 October 2025. The recoverable amount of the investment exceeded

its carrying value, therefore no impairment charges have been recognised. No further impairment indicators were identiﬁed up to

31 December 2025.

The cash ﬂow predictions are based on ﬁnancial budgets and strategic plans approved by the Board. These assume a level of

revenue and proﬁts which are based on both past performance and expectations for future market development and take into

account the cyclicality of the business in which the Group operates. In assessing the cash ﬂows of the Parent’s investment in its

subsidiaries, the amounts payable by the Parent to subsidiaries are also taken into account. A sensitivity analysis was carried out

using reasonably possible changes to the key assumptions set out in Note 16.1 to the Group Financial Statements. No impairment

was identiﬁed.

Other Creditors

2025

£m

2024

£m

Amounts owed to subsidiary undertakings

745.5

683.8

Accruals and other creditors

2.9

2.5

Total amounts falling due within one year

748.4

686.3

Interest on the loan from another UK company within the Vesuvius Group, Vesuvius Holdings Limited, is charged at Bank of

England base rate +2% and the balance is repayable on demand.

Called Up Share Capital, Retained Earnings and Other Reserves

9.1

Analysis of called up share capital

Allotted, issued and fully paid ordinary shares of 10p each

2025

2024

Number

Nominal

value

£m

Number

Nominal

value

£m

As at 1 January

264.5

26.4

277.9

27.7

Share buyback

(9.1)

(0.9)

(13.4)

(1.3)

As at 31 December

255.4

25.5

264.5

26.4

The allotted, issued and fully paid ordinary share capital of the Company as at 31 December 2025 was 255,442,891 shares of

£0.10 each (31 December 2024: 264,491,274 shares of £0.10 each).

7,271,174 (2024: 7,271,174) ordinary shares of £0.10 each were held in Treasury and therefore carry no right to receive dividends or

other distributions and have no voting rights.

The total number of ordinary shares as at 31 December 2025 with rights including voting at Shareholder Meetings of the

Company, distribution of dividends and repayment of capital was 248,171,717 (2024: 257,220,100). All shareholders enjoy the

same rights in relation to these shares. Included in this number at the respective dates are 1,974,099 (2024: 3,852,684) shares held

by the Vesuvius Group employee share ownership plan trust (ESOP) and the ESOP elects to waive the right to receive dividends on

its shareholding.

On 4 December 2023, the Company announced the commencement of a share buyback programme of up to £50 million.

This programme was completed on 22 August 2024. A total of 10,821,465 ordinary shares were purchased for a consideration

of £49.9m (excluding transaction costs). All ordinary shares were cancelled.

On 19 November 2024, the Company announced the commencement of a further share buyback programme of up to £50 million.

This programme was completed on 2 April 2025. A total of 12,220,715 ordinary shares were purchased for a consideration of

£50.0m (excluding transaction costs). All ordinary shares were cancelled.

The nominal value of share capital cancelled between 4 December 2023 and 31 December 2025 was £2.3m; this has been

credited to a capital redemption reserve which comprises Other Reserves in these ﬁnancial statements.

Notes to the Company Financial Statements

continued

207

Strategic report

Governance

Financial statements

10. Share-based Payments

10.1

Proﬁt and loss account recognition

The Company operates a number of diﬀerent share-based payment schemes, the main features of which are detailed in the

Directors’ Remuneration Report and Note 28 to the Group Financial Statements. A total of £0.2m was charged to the proﬁt and

loss account in the year with regard to share-based payments (2024: £1.6m).

10.2

Details of outstanding options

Number of outstanding awards

Awards

exercisable

as at

31 Dec

2025

Weighted

average

outstanding

contractual

life of

awards

years

Range of

exercise

prices

pence

As at

1 Jan 2025

Granted

Exercised

Forfeited/

lapsed

Expired

As at

31 Dec 2025

LTIP

1,489,465 370,867

(256,521)

(138,005)

nil 1,465,806

–

8.1

n/a

Weighted average

exercise price

nil

–

n/a

Other plans

223,800

61,837

(75,207)

nil

210,430

–

1.3

n/a

Weighted average

exercise price

nil

–

n/a

For the awards exercised during 2025, the market value at the date of exercise ranged from 331.8 pence to 392.0 pence per share.

Number of outstanding awards

Awards

exercisable

as at

31 Dec

2024

Weighted

average

outstanding

contractual

life of

awards

years

Range of

exercise

prices

pence

As at

1 Jan 2024

Granted

Exercised

Forfeited/

lapsed

Expired

As at

31 Dec 2024

LTIP

1,257,157 516,532

(141,861) (142,363)

nil

1,489,465

–

8.4

n/a

Weighted average

exercise price

nil

–

n/a

Other plans

144,816

88,414

(9,430)

nil

223,800

–

1.3

n/a

Weighted average

exercise price

nil

–

n/a

For options exercised during 2024, the market value at the date of exercise was 483.5 pence per share.

Details of market performance conditions are included in the Directors’ Remuneration Report.

As at 31 December 2025, the total options exercisable by all Group employees over the £0.10 ordinary shares and capable of

being satisﬁed through new allotments of shares or through shares held by the Company’s ESOP were as follows:

2025

Years of

award/grant

Option

prices

Latest year

of exercise/

vesting

Number

of options/

allocations

outstanding

Long-Term Incentive Plan

2023-2025

nil

2035

1,759,575

Deferred Share Bonus Plan

2023-2025

nil

2028

210,430

2024

Years of

award/grant

Option

prices

Latest year

of exercise/

vesting

Number

of options/

allocations

outstanding

Long-Term Incentive Plan

2022-2024

nil

2034

1,489,465

Deferred Share Bonus Plan

2022-2024

nil

2027

223,800

Vesuvius plc

Annual Report and Financial Statements 2025

208

10.

Recognition of Share-based Payments

continued

10.2

Details of outstanding options

continued

Fair value of options granted under the LTIP during the year:

2025

2024

ROIC/ESG

element

TSR element

ROIC/ESG

element

TSR element

Fair value of options granted

333.2p

155p

492p

292p

Share price on date of grant

333.2p

492p

Expected volatility

n/a

27.9%

n/a

29.2%

Risk-free interest rate

n/a

3.8%

n/a

4.1%

Exercise price (per share)

nil

Expected term (years)

Expected dividend yield

nil

For the LTIP awards, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR)

performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the

remaining 60% of shares awarded is based on ROIC and ESG targets.

Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years (2024: 2.8 years)

prior to the grant date for the April 2025 grant. The risk-free rate of return was assumed to be the yield to maturity on a UK ﬁxed

gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration Committee, award

holders receive the value of dividends that would have been paid on their vested shares in the period between grant and vesting.

Accordingly, there is no discount to the valuation for dividends foregone during the vesting period.

11.

Financial Guarantees

Where the Company enters into ﬁnancial guarantee contracts to guarantee the indebtedness of other companies within its Group,

the Company applies IFRS 9 Financial Instruments. At the balance sheet date there is nothing to recognise in the Company’s

Financial Statements. Guarantees provided by the Company as at 31 December 2025 in respect of the liabilities of its subsidiary

companies amounted to £558.0m (2024: £473.2m), which includes guarantees of $56.0m, €183.0m and £28.0m (2024: $116.0m,

€198.0m and £28.0m) in respect of US Private Placement Loan Notes; £327.0m (2024: £182.5m) in respect of drawings under

the syndicated bank facility; £1.2m (2024: £0.1m) in respect of guarantees issued to certain banks covering their exposure on

derivative contracts governed by ISDA agreements; and £0.7m (2024: £6.0m) in respect of overdraft facilities utilised by certain of

the Company’s subsidiary companies.

12. Contingent Liabilities

Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering

taxation and environmental matters. Several of the Company’s subsidiaries are parties to legal proceedings, certain of which

are insured claims arising in the ordinary course of the operations of the company involved, and are aware of a number of issues

which are, or may be, the subject of dispute with tax authorities. Whilst the outcome of litigation and other disputes can never

be predicted with certainty, having regard to legal advice received and the insurance arrangements of the Company and its

subsidiaries, the Directors believe that none of these matters will, either individually or in the aggregate, have a materially

adverse eﬀect on the Company’s ﬁnancial condition or results of operations.

Notes to the Company Financial Statements

continued

209

Strategic report

Governance

Financial statements

13. Related Parties

All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms.

The Company has taken advantage of the exemption contained in FRS 101 and has therefore not disclosed transactions or

balances with wholly owned Company subsidiaries.

The related parties identiﬁed by the Directors include joint ventures, associates and key management personnel. To enable users

of our ﬁnancial statements to form a view on the eﬀects of related party relationships on the Company, we disclose the related

party relationship, irrespective of whether there have been transactions between the related parties.

Transactions with joint ventures and associates

All transactions with joint ventures and associates are in the normal course of business. Further details of joint ventures and

associates are included in Note 17 to the Group Financial Statements.

Transactions with key management personnel

There have been no transactions with key management personnel of the Company other than the Directors’ remuneration.

Directors’ remuneration is disclosed in the Annual Report on Directors’ Remuneration.

Transactions with other related parties

There are no controlling shareholders of the Company as deﬁned by IFRS. There have been no material transactions with the

shareholders of the Company.

Pension contributions are disclosed in Note 27 to the Group Financial Statements.

Other than the parties disclosed above, the Company has no other material related parties.

Vesuvius plc

Annual Report and Financial Statements 2025

210

2025

2024

2023

2022

2021

Steel Division

Revenue

£m

1,342.6

1,343.8

1,400.0

1,496.4

1,171.5

Trading proﬁt

£m

120.0

153.0

147.6

172.7

102.0

Return on sales

8.9

11.4

10.5

11.5

8.7

Employees: year-end

no.

8,608

9,028

9,228

8,719

8,323

Foundry Division

Revenue

£m

466.9

476.3

529.8

551.0

471.4

Trading proﬁt

£m

31.1

35.0

52.8

54.5

40.4

Return on sales

6.7

7.4

10.0

9.9

8.6

Employees: year-end

no.

2,317

2,105

2,463

2,415

2,881

Five-Year Summary: Divisional Results from Continuing Operations (unaudited)

211

Strategic report

Governance

Financial statements

Enquiries

The Company’s share registrar is Equiniti who can be contacted

if you have any questions about your Vesuvius shareholding.

Equiniti Limited

Aspect House, Spencer Road

Lancing, West Sussex, BN99 6DA

United Kingdom

Telephone

: +44 (0)371 384 2335

Website: www.shareview.co.uk

For the hard of hearing, Equiniti can also be contacted using

the Relay UK website at www.relayuk.bt.com.

Any shareholder enquiries not related to the share register should

be sent by email to [email protected] or

by letter to the Company Secretary at the registered oﬃce.

Registered Oﬃce and Group Head Oﬃce

Vesuvius plc

165 Fleet Street

London EC4A 2AE

United Kingdom

Telephone: +44 (0)20 7822 0000

Registered in England and Wales No. 8217766

LEI: 213800ORZ521W585SY02

Vesuvius Website

Shareholder and other information about the Company,

including details of the current and historical share price,

can be accessed on the Vesuvius website: www.vesuvius.com.

You can view the online Annual Report 2025 on the website.

Shareview and Electronic Communication

Equiniti’s website, www.shareview.co.uk, enables shareholders

to register online to view details of their shareholdings. To access

online information on your shareholding, you will require your

shareholder reference number, which can be found at the top

of your share certiﬁcate or on your dividend conﬁrmation.

The Shareview website provides answers to frequently asked

questions and information useful for the management of

investments, including indicative share valuations and

dividend payment details.

Shareholders can register on Shareview to receive shareholder

communications electronically, including the Company’s Annual

Report and Financial Statements, rather than receiving them in

paper form. The registration process requires shareholders to

input their shareholder reference number. To receive shareholder

communications in electronic form, shareholders should select

‘email’ as their mailing preference. Once registered, shareholders

will receive an email notifying them each time a shareholder

communication has been published on the Vesuvius website.

Share Dealing Service

The Company’s shares can be traded through most banks,

building societies or stockbrokers. UK resident shareholders

can also buy and sell shares by telephone or online using

Equiniti’s Shareview dealing service.

Telephone 0345 603 7037 between 8.00 am and 4.30 pm on any

business day (excluding public holidays in England and Wales).

Website: www.shareview.co.uk/dealing

The shareholder reference number (at the top of your share

certiﬁcate or on your dividend conﬁrmation) is required to use

the dealing service.

ShareGift

ShareGift, the charity share donation scheme, is a free service

for shareholders wishing to give shares to a wide range of UK

charitable causes. It is particularly useful for those shareholders

who may wish to dispose of a small quantity of shares in

a charitable way where the market value makes it uneconomic

to sell on a commission basis. Further information can be

obtained from ShareGift.

Telephone: +44 (0)20 7930 3737

Website: www.sharegift.org

Email: [email protected]

Dividend Reinvestment Plan

Equiniti oﬀers a dividend reinvestment plan through which

shareholders can use their Vesuvius cash dividends to buy

additional shares in Vesuvius. Further details, including

how to sign up and the terms and conditions of the plan,

are available from the Share Dividend Helpline.

Telephone

: 0371 384 2335

(or +44 371 384 2335 if calling from outside the UK)

Website: www.shareview.co.uk

Overseas Payment Service

Equiniti provides a dividend payment service in over 90 countries

that automatically converts dividend payments into local currency

and pays the funds into a shareholder’s bank account. Further

details, including an application form and the terms and

conditions of the service, are available from Equiniti.

Telephone

: +44 371 384 2335

Website: www.shareview.co.uk

By post: Equiniti, Aspect House, Spencer Road, Lancing,

West Sussex, BN99 6DA, United Kingdom

Please quote Overseas Payment Service, the Company’s name

and your shareholder reference number.

Financial Calendar

2026 Annual General Meeting

Thursday 28 May 2026

Lines are open Monday to Friday 8.30 am to 5.30 pm (excluding public holidays in England and Wales).

Shareholder Information (unaudited)

Vesuvius plc

Annual Report and Financial Statements 2025

212

Analysis of Ordinary Shareholders

As at 31 December 2025

Investor type

Total

Shareholdings

Private

Institutional

and other

1-1,000

1,001-

50,000

50,001-

500,000

500,001+

Number of holders

2,162

425

2,587

1,987

421

110

Percentage of holders

83.57%

16.43%

100%

76.81%

16.27%

4.25%

2.67%

Percentage of shares held

0.76%

99.24%

100%

0.10%

1.45%

6.58%

91.88%

Share Fraud – Spot the Warning Signs

Investment scams are designed to look like genuine investments.

Have you been…

–

Contacted out of the blue

–

Promised tempting returns and told the investment is safe

–

Called repeatedly

–

Told the oﬀer is only available for a limited time?

If so, you might have been contacted by fraudsters.

How to Avoid Share Fraud

1. Reject cold calls

If you have been contacted by telephone, email or post, or via

a third party or at a seminar or exhibition, with an oﬀer to buy

or sell shares, the chances are that it’s a high-risk investment

or a scam. You should treat any oﬀer with extreme caution.

The safest thing to do is to ignore the approach and if you

were contacted by phone to hang up on the call.

2. Check if the ﬁrm is authorised by the Financial Conduct

Authority (FCA) and recorded on the Financial Services register

at register.fca.org.uk

The Financial Services Register is a public record of all the ﬁrms

and individuals in the ﬁnancial services industry that are, or have

been, regulated by the Prudential Regulation Authority and/or

the FCA. If there are no contact details on the Register or if the ﬁrm

claims the Register is out of date, call the FCA Consumer Helpline

on 0800 111 6768.

If you’re dealing with an overseas ﬁrm, you should check with the

regulator in that country and also check the scam warnings from

foreign regulators.

3. Get impartial advice

Think about getting impartial ﬁnancial advice before you hand

over any money. Seek advice from someone unconnected to the

ﬁrm that has approached you.

Reporting a Scam

If you suspect that you have been approached by fraudsters,

please tell the FCA Consumer Helpline by contacting them on

0800 111 6768 (or +44 20 7066 1000 from outside the UK) or by

using the share fraud reporting form at www.fca.org.uk/scams,

where you can ﬁnd out more about investment scams. For calls

using next generation text relay, please call the FCA Consumer

Helpline on (18001) 0207 066 1000.

If you have lost money to investment fraud, you should report it

to Action Fraud on 0300 123 2040 (or +44 300 123 2040 from

outside the UK) or online at www.actionfraud.police.uk.

Find out more at www.fca.org.uk/scamsmart.

Identity Theft

We oﬀer the following advice to shareholders on protecting their

personal information and Vesuvius shares:

–

Keep all Vesuvius correspondence in a safe place, or destroy

correspondence by shredding

–

When changing address, inform the registrar, Equiniti.

If a letter is received from Equiniti regarding a change of

address and there has been no change of address, contact

the registrar immediately using the contact information on

the previous page

–

Have your dividends paid directly into a bank or building

society account. This will reduce the risk of a cheque being

intercepted or lost in the post

–

On changing a bank or building society account, inform Equiniti

of the details of the new account and respond, as requested,

to any letters Equiniti send regarding this matter

Shareholder Information (unaudited)

continued

213

Strategic report

Governance

Financial statements

Eight Disciplines: an eight-step methodology

to resolve customer, supplier and internal

quality issues

AGM

Annual General Meeting

BMC

Bayuquan Magnesium Co acquired in

October 2022 and now trading through

the legal entity Yingkou YingWei Magnesium

Co., Ltd

Capex

Capital expenditure

Chief Executive

CFO

Chief Financial Oﬃcer

CG Statement

The Corporate Governance Statement

Carbon dioxide

Carbon dioxide equivalent

Code

The 2018 UK Corporate Governance Code

Company

Vesuvius plc

CORE Values

or Values

The Group’s key values of Courage,

Ownership, Respect and Energy

DRI

Direct Reduced Iron (DRI) is produced from

the direct reduction of iron ore (in the form

of lumps, pellets, or ﬁnes) into iron by a

reducing gas or elemental carbon produced

from natural gas or coal

DSBP

Deferred Share Bonus Plan

DTR

The Disclosure and Transparency Rules

of the UK Financial Conduct Authority

EAF

Electric Arc Furnace

EBITDA

Trading proﬁt before depreciation

and amortisation of non-acquired

intangible charges

ECL

Expected credit loss

EEMEA

Eastern Europe, Middle East and Africa

EMEA

Europe, Middle East and Africa

EPS

Earnings per share

ESOP

Employee share ownership plan

European Union

EU27

The 27 European Union countries

FRC

Financial Reporting Council

FRS

Financial Reporting Standards

FTSE 250

Equity index whose constituents are the

101st to 350th largest companies listed

on the London Stock Exchange in terms

of their market capitalisation

Foreign exchange

GEC

Group Executive Committee

GHG

Greenhouse gas

Group

Vesuvius plc and its subsidiary companies

HeaTt

Vesuvius e-learning programme

HPDC

High Pressure Die Casting

IAS

International Accounting Standards

IFRS

International Financial Reporting Standards

JKANZ

Japan, Korea, Australia and New Zealand

KPI

Key Performance Indicator

LPDC

Low Pressure Die Casting

LTI

Lost time injury

LTIFR

Lost time injury frequency rate, a KPI

which calculates the number of LTIs

per million hours worked

Mechatronic

The integration of mechanical systems with

electronics and software to create more

functional and eﬃcient products

and processes

Median

The middle number in a sorted list

of numbers

MTI

Medically treated injury

MTIFR

Medically treated injury frequency rate

PwC

PricewaterhouseCoopers LLP

NAFTA

Canada, Mexico and United States

Oﬀshore Area

The area around the United Kingdom as

speciﬁed in the Accounts Regulations

Schedule 7, paragraph 15

Ordinary share

An ordinary share of 10 pence in the capital

of the Company

R&D

Research and development

Scope 1

emissions

and CO

e emissions from fuels used in

our factories and oﬃces, fugitive emissions

and non-fuel process emissions

Scope 2

emissions

and CO

e from indirect emissions

resulting from the generation of

electricity, heat, steam and hot water

we purchase to supply our oﬃces

and factories

Scope 3

emissions

All other indirect CO

and CO

e emissions

that occur in the Company’s value chain

Senior

Leadership

Group

The Group Executive Committee plus

the most senior Vesuvius managers

worldwide. This group comprises between

140 and 170 members

Share buyback

Share buyback programmes announced on

4 December 2023 and 19 November 2024

to return £50m per programme of surplus

cash to shareholders

TSR

Total shareholder return

UK GAAP

UK Generally Accepted

Accounting Principles

United Nations

UN SDGs

United Nations Sustainable

Development Goals

Universal

Refractories

The trade and assets of Universal

Refractories, Inc. acquired in December 2021

and now trading through the legal entity

Vesuvius Penn Corporation

USMCA

United States, Mexico and Canada

VISO

Vesuvius Isostatic

VSP

Vesuvius Share Plan

Glossary

Vesuvius plc

Annual Report and Financial Statements 2025

214

Forward-looking statements

This Annual Report contains certain forward-looking statements which

may include reference to one or more of the following: with respect to

operations, strategy, performance, ﬁnancial condition, ﬁnancing plans,

cash ﬂows, capital and other expenditures and growth opportunities of

the Vesuvius Group. Forward-looking statements can be identiﬁed by

the use of terminology such as ‘target’, ‘intend’, ‘aim’, ‘project’, ‘anticipate’,

‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘forecasts’, ‘may’, ‘could’, ‘should’, ‘will’

or similar words.

Although the Company makes such statements based on assumptions

that it believes to be reasonable, by their nature, these statements

involve uncertainty and are based on assumptions and involve risks,

uncertainties and other factors that could cause actual results

and developments to diﬀer materially from those implied by the

forward-looking statements anticipated.

Such forward-looking statements should, therefore, be considered in

light of various important factors that could cause actual results to diﬀer

materially from estimates or projections contained in the forward-

looking statements.

The forward-looking statements reﬂect knowledge and information

available at the date of preparation of this Annual Report and, other

than in accordance with its legal and regulatory obligations, the

Company undertakes no obligation to update these forward-looking

statements. Nothing in this Annual Report should be construed

as a proﬁt forecast or a guarantee of the Vesuvius Group’s

future performance.

215

Strategic report

Governance

Financial statements

Designed and produced by

Friend

www.friendstudio.com

Print: Pureprint Group

Printed by a CarbonNeutral® company with an Environmental

Management System certiﬁed to ISO 14001. This document is printed on

paper using wood ﬁbre from well-managed, FSC®-certiﬁed forests and

other controlled sources.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS

legislation and meets the chemical requirements of the Nordic Ecolabel

(Nordic Swan) for printing companies, and 100% of any waste associated

with this production has been recycled or diverted from landﬁll.

The paper is Carbon Balanced with World Land Trust, an international

conservation charity, who oﬀset carbon emissions through the purchase

and preservation of high conservation value land. Through protecting

standing forests, under threat of clearance, carbon is locked-in that would

otherwise be released.

The imagery included in this Annual Report aims to capture

the many diﬀerent aspects of Vesuvius and our team around

the world. The photographer Samuel Dhote shot most of these

images. www.samueldhote.com

CBP029867

Vesuvius plc

165 Fleet Street

London

EC4A 2AE

T +44 (0)20 7822 0000

www.vesuvius.com

Visit our online Annual Report at

report2025.vesuvius.com

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