Weir Group Inc. — Annual Report 2025

Mar 23, 2026

549300KDR56WHY9I3D10-2025-12-31-T01

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Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	1

Contents

Strategic

Report

Our purpose and 2025 highlights	2
Mining technology for a sustainable future	3
Weir at a glance	8
Investment case	10
Our business	11
Chair's statement	15
Chief Executive Officer's strategic review	17
Market review	21
Business model	23
Our stakeholders	25
Strategic progress: People	29
People case study: Strategy in action	31
Strategic progress: Customer	32
Customer case study: Strategy in action	34
Strategic progress: Technology	35
Technology case study: Strategy in action	37
Strategic progress: Performance	38
Performance case study: Strategy in action	40
Key Performance Indicators	41
Operating review: Minerals Division	43
Operating review: ESCO Division	45
Financial review	47
Sustainability review	52
Risk management	67
Viability statement	85

Governance

Chair's statement on governance	87
Governance at a glance	88
Board of Directors	89
Group Executive	91
Our Governance framework	92
Board leadership, activities and division of responsibilities	93
Board activities and principal decisions	95
Shareholder engagement	97
Our culture and approach to employee engagement	98
Board effectiveness	101
Risk management and internal controls	103
Nomination Committee report	105
Safety, Sustainability and Technology Committee report	111
Audit Committee report	113
Directors’ remuneration report	127
Directors’ report	151
Statement of Directors’ responsibilities	156

Financial

Statements

Independent auditors’ report to the members of The Weir Group PLC	157
Consolidated Income Statement	167
Consolidated Statement of Comprehensive Income	168
Consolidated Balance Sheet	169
Consolidated Cash Flow Statement	170
Consolidated Statement of Changes in Equity	171
Notes to the Group Financial Statements	173
Company Balance Sheet	238
Company Statement of Changes in Equity	239
Notes to the Company Financial Statements	240

Additional

Information

Subsidiary undertakings	251
Shareholder information	263
Glossary	266

Throughout the Annual

Report this icon

indicates links to where

further information can

be found on our

website:

global.weir

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

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	2

2025 highlights

In 2025, Weir delivered a strong financial performance, while

Our purpose

We are here to enable the sustainable

and efficient delivery of the natural

resources essential to create a better

future for the world.

significantly accelerating our growth strategy through a series of 

acquisitions, strategic partnerships and new product launches.

Orders1,2
£2,598m
+7%

Revenue1,2
£2,565m
+6%

Adjusted operating margin1,2,3
20.2%
+150bps

Employee net promoter score (eNPS)1,5,7
49
in the top 10% within manufacturing8 2024: 47

Revenues from new products1,6
£152m
+6%

Adjusted profit before tax1,3
£447m
+4%

Statutory profit after tax
£248m
-21%

Total incident rate1,4,5
0.52
2024: 0.42

Free operating cash conversion
92%
2024: 102%

Scope1&2 greenhouse gas emissions1,5,9
126,338
tonnes CO2e 31% reduction since 2019

Notes

1. Continuing operations.

2. 2024 restated at 2025 average exchange rates.

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

4. Total incident rate is an industry standard indicator that measures lost time and medical treatment injuries per 200,000 hours worked.

5. The 2025 KPI was subject to independent limited assurance by SLR Consulting. 

6.  Defined as revenue from new products introduced in the last five years..

7.  eNPS (employee net promoter score) is an index used to measure employee satisfaction levels.

8.  Based on Peakon’s manufacturing sector benchmarks.

9.  Market-based greenhouse gas emissions. For definition, see page 64.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	3

Mining technology for a sustainable future

Weir is a global

leader in mining

technology

Our planet’s future depends on the

transition to renewable energy, and that

transition can only happen with the metals

and minerals our mining customers deliver.

We are helping the mining industry scale

up and clean up by providing innovative

end-to-end solutions that are

accelerating the transition to smart,

efficient and sustainable mining.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	4

Mining technology for a sustainable future

continued

Every mine is different. Delivering innovative mining

technology solutions demands a combination of deep

customer insight, world class engineering and materials

science, enabled by intelligent automation.

Working in close

partnership with our

customers, we help

them to…

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	5

Mining technology for a sustainable future

continued

Move

less rock

We help miners optimise their

extraction process and reduce the

amounts of zero and low grade ore

entering the processing plant.

Use

less energy

Mining today is very energy intensive.

Our solutions deliver significant energy

savings and lower CO2 emissions.

Read how Weir’s holistic, end-to-end

solutions are revolutionising comminution

by reducing energy consumption by up to

40% and cutting CO2 emissions by half:

global.weir/2025/avoided-emissions-

study.pdf

Find out how our latest ESCO®

technology combines engineering

excellence with digital insights to boost

the productivity and sustainability of

minerals extraction:

global.weir/2025/production-master

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	6

Mining technology for a sustainable future

continued

Use water wisely

Water is essential in minerals processing, yet mining

faces acute and chronic water risks, driven by climate

change, declining ore grades and rising social

expectations. Our technologies increase water

recovery, recycling and introduce water-free steps.

Read more about mining's opportunity to

unlock value through strategic water

management and innovative technology:

global.weir/untapped

Create less waste

Today, over 90% of

waste rock ends up

in tailings. Our solutions

help manage the tailings 

produced more safely 

and sustainably.

Learn about our sustainable

tailings transport solution

for Codelco's Talabre project

in Chile:

global.weir/2025/codelco-

talabre-contract-award

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	7

Mining technology for a sustainable future

continued

Boost with digital

Digital solutions can unlock new levels of productivity and sustainability

in mining. With our suite of next-generation solutions, we are creating

a sector-leading digital platform that helps customers optimise their

performance at each step along the value chain.

Find out how our acquisition of Micromine

is advancing our digital strategy:

global.weir/innovation/digital-solutions-

for-smart-efficient-sustainable-mining/

è Read more about our digital

solutions in mining on page 11

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	8

Weir at a glance

We are Weir - our clear strategy for sustainable mining		Our We are Weir strategy sets out our ambition and strategic priorities for how we will deliver mining technology for a sustainable future. It has four strategic pillars – People, Customer, Technology and Performance – with our purpose and our sustainability strategy at its core.

	We are a global family. We are proud of our unique blend of talent, technology and culture. We are here to inspire our people to do the best work of their lives. – Achieve and sustain a zero harm workplace – Nurture our inclusive ‘One Weir’ culture – Create a future-ready workforce enabled by AI è Read more about our People pillar on pages 29 to 30		We will be the most admired business in our sector. Working in partnership, we deliver distinctive solutions and compelling value. – Be recognised as a thought leader in the transformation of mining – Deliver smart, efficient and sustainable outcomes for customers – Grow faster than the market via exceptional technology and service è Read more about our Customer pillar on pages 32 to 33
	We deliver excellence for all of our stakeholders, through strong leadership, performance culture and rigorous standards of governance. – Optimise customer fulfilment through clean, lean and agile operations – Leverage technology to deliver high-quality, efficient business processes – Maintain best-in-class operating margins and cash conversion è Read more about our Performance pillar on pages 38 to 39		We shape the next generation of smart, efficient and sustainable solutions with cutting-edge science and our tradition of innovation. – Protect the core through continuous design and value proposition enhancements – Broaden transformational solutions offering across the mining value stream – Build the leading software solutions provider to the mining industry è Read more about our Technology pillar on pages 35 to 36

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	9

Weir at a glance

continued

	Sustainability at the core
	We have two major themes: Deliver sustainable Weir focuses internally on our people, our operations and ways of working.  Its priorities are to champion zero harm, nurture our culture and reduce our footprint. Accelerate sustainable mining focuses externally on solving our customers' biggest challenges. Our priorities are to help customers use less energy, use water wisely, create less waste and champion zero harm. è Read more about our sustainability strategy on pages 52 to 66

	Supported by our resilient business model
	Driving compounding growth – We differentiate through technology and customer intimacy. This creates a significant barrier to entry and helps us maintain our competitive edge. – This enables us to grow an installed base of original equipment that generates a visible and valuable aftermarket revenue stream. We also generate annual recurring revenue (ARR) from our software solutions. – As a result, we are highly resilient, delivering predictable, sustainable above market growth through the cycle.  è Read more about our business model on pages 23 to 24

	Underpinned by our strong culture and values
	Our culture: We work this way… – We always seek to improve and innovate – We care for, challenge and encourage each other – We’re passionately, authentically ourselves – We work together to enhance our global communities – We speak up and take ownership for our shared success – We can’t wait è Read more about our culture on pages 29 to 30 and 98 to 99
	Our values: We believe in… – Thinking safety first – Delighting your customer – Respecting each other – Doing the right thing – Aiming high è Read more about our values on pages 98 to 100

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	10

Investment case

Weir has a compelling value creation

opportunity with accelerating growth

We have highly attractive business fundamentals: we enable the

mining industry to deliver the natural resources needed to support

the global energy transition. In parallel, our Performance Excellence

programme has created a scalable platform for growth, and our

resilient and predictable business model drives value creation and

generates returns.

A focused mining

technology leader

– Our leading mission-critical solutions,

combined with distinctive customer

intimacy, give us deep capabilities to

protect our market positions and create

high barriers to entry.

è Read more about our

capabilities on pages 11 to 14

A multi-decade opportunity

– Mining is expected to offer high growth

potential over the decades ahead driven

by demand for metals such as copper, that

will enable the global energy transition.

– We are positioned to benefit from these

long-term market demand tailwinds for

critical metals. In addition, mining industry

adoption of new technologies to enable

sustainable mining and licence to operate

will further enhance the opportunity

available to Weir. 

è Read more about our markets

on pages 21 to 22

Weir – quality

compounding growth

– Our resilient and predictable business

model underpins the delivery of above

market organic growth through the cycle.

– Our continuous improvement mindset

drives sector-leading margins and

consistent cash conversion.

– We will maximise total shareholder returns

through selected acquisitions, applying our

strict financial acquisition criteria to deliver

on the opportunities across our

engineered hardware and software

platforms.

è Read more about our business

model on pages 23 to 24

	Growth Outgrowing our markets Mid-to-high single digit % organic revenue growth through the cycle
	Margins Expanding our margins Adjusted operating profit margin sustainably above 20% from 2026
	Returns Converting earnings into cash and returns 90-100% free operating cash conversion; focus on growing return on capital employed (ROCE)
	Resilience Providing resilience and predictability c.80% aftermarket business growing at c.7% revenue compound annual growth rate (CAGR)
	Sustainability Delivering for people and planet Accelerate sustainable mining; deliver sustainable Weir

Our commitments

to stakeholders

Prioritising total

shareholder returns

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	11

Our business

	Our end-to-end mining solutions Our equipment-agnostic software solutions enhance productivity and sustainability from exploration to extraction, optimising performance at each step along the value chain.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	12

Our business

continued

	Our end-to-end mining solutions Our engineered hardware solutions are tackle our customers’ biggest sustainability challenges, helping them to move less rock, use less energy, use water wisely and create less waste.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	13

Our business

continued

A global presence

North America 32% of sales
3,418 colleagues 46 Weir facilities

Europe & Central Asia 7% of sales
1,534 colleagues 33 Weir facilities

Asia Pacific 11% of sales
1,901 colleagues 30 Weir facilities

No one serves more mines

than Weir

Our customer intimacy sets us apart.

We are close to our customers — never

more than 200km away from any

major mine.

c.12,000
colleagues

>50
countries around the world

Australia 15% of sales
1,305 colleagues 22 Weir facilities

South America 21% of sales
2,418 colleagues 32 Weir facilities

Africa & Middle East 14% of sales
1,322 colleagues 33 Weir facilities

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	14

Our business

continued

Strongly positioned for long-term

sustainable growth

Biased towards future facing commodities
	Copper	23%
	Industrial	13%
	Gold	11%
	Iron ore	10%
	Infrastructure	9%
	Oil sands	6%
	Coal	4%
	Nickel, lithium, cobalt (battery metals)	4%
	Other minerals	17%
	Other	3%

Focused on attractive markets
	Mining applications	75%
	Infrastructure and other	25%

75%

of revenues

from mining

applications

48%

of revenues from

copper, iron ore,

gold and battery

metals

Highly resilient through the cycle
	Aftermarket	80%
	Original equipment	20%

80%

of revenues

from recurring

aftermarket

Notes

1. Continuing operations.

2. 2024 restated at 2025 average

exchange rates.

3. Profit figures before adjusting items

(see note 2 of the Group Financial

Statements).

We serve customers across the mining

value chain through two global Divisions

	ESCO Division
	The Division provides engineered hardware used by customers in their extraction activities. Its ESCO® ground engaging tools (GET) and attachments optimise productivity and provide lowest total cost of ownership in global mining and infrastructure markets. The Division also includes Weir’s Software Solutions business which provides a suite of equipment- agnostic planning and decision software (Micromine®) and AI- powered monitoring technologies that optimise performance from exploration to extraction.
	è Read more on pages 45 to 46

	Divisional revenue1
	£709m
	+6%2

	Divisional adjusted operating profit1,3
	£152m
	+22%2

	% Divisional revenue from aftermarket
	94%

Minerals Division
Working across comminution, processing and tailings, the Division develops, manufactures and services highly engineered processing technology used in abrasive high-wear applications in mining and infrastructure markets. The Division also supplies digitally enabled hardware and digital solutions that support equipment performance and process optimisation, improving throughput and avoiding downtime for customers.
è Read more on pages 43 to 44

	Divisional revenue 1
	£1,856m
	+6%2

	Divisional adjusted operating profit 1,3
	£406m
	+11%2

	% Divisional revenue from aftermarket
	75%

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	15

Chair’s statement

A compelling

long-term

opportunity

With a strong balance

sheet and reflecting our

confidence, we capitalised

on several compelling

opportunities to strengthen

the business, broaden our

capabilities and reinforce

our strategic direction. 

Barbara Jeremiah

Chair

Dear shareholder,

I am pleased to report that 2025 marked

a year of significant strategic progress

for Weir. We delivered against our

priorities and strengthened our position

for long-term, sustainable growth,

benefiting from our actions in recent

years to drive process simplification,

standardisation and continuous

improvement.

With a strong balance sheet and

reflecting our confidence, we capitalised

on several compelling opportunities

to strengthen the business, broaden

our capabilities and reinforce our

strategic direction.

Investing for growth

In April, we completed the acquisition of

Micromine, a strategic milestone that

significantly accelerates our move into

digital and software-based mining

solutions. Micromine equips Weir with

the broadest portfolio of

equipment-agnostic, best-in-class

software solutions across the mining

value chain. Our addition of the

Fast2Mine business later in the year

augmented our software portfolio

further. We are now extremely well

placed to unlock the potential for digital

technology to drive productivity and

sustainability in mining. 

Strategic moves to extend our

geographic and market presence

included the acquisition of the Townley

business in the United States. Joining

forces with the Townley team expands

our North American foundry capacity in

the Minerals Division, enhancing our

ability to serve customers across key

regions with greater speed and agility,

and provides access to the phosphate

market, a key mineral used in fertiliser.

We are also expanding our presence

in Chile, announcing in December that

we have agreed to buy out our ESCO

Division’s joint venture partner there.

Through this acquisition, Weir assumes

full ownership of the ESEL foundry,

serving customers directly in Chile and

positioning us for growth in the world’s

largest copper producing country.

These investments position Weir as

not only a leading provider of

engineered hardware, but a meaningful

player in software and digitally-enabled

solutions, significantly strengthening

our commitment and ability to

deliver mining technology for a

sustainable future.

We continued to execute our

Performance Excellence transformation.

This programme has provided us with

a scalable platform for growth.

Importantly, it has embedded skill sets

and dedication to continuous

improvement across the organisation

that are core to how we operate now

and in the future.

Focus on safety

While 2025 saw strategic progress on

many fronts, our safety performance did

not advance in the way we had

intended. Safety remains our highest

priority and the foremost item on every

Board agenda. In addition, the Safety,

Sustainability and Technology

Committee of the Board dedicates

additional time and focus to understand

our performance, challenges and

opportunities for improvement.

During the year, Committee members

spent time with the new Senior Director

with responsibility for safety who joined

Weir in January 2025 and we have

endorsed a revitalised safety strategy.

We are committed to improving safety

performance and have taken important

steps to strengthen safety leadership

and sharpen focus to support

improvement throughout 2026

and beyond.

è Read more about our focus on safety

in the Safety, Sustainability and

Technology Committee report on

pages 111 to 112

Engagement with employees

and other stakeholders

Engaging with our employees is one

of the most valuable aspects of the

Board’s work.

During the year we visited our

operations in Portland and Salt Lake City

in the US, touring the facilities and

spending time with the local teams,

including safety teams and frontline

leadership.

We also took time to meet with the local

leaders of our Women’s Network and

Pride Alliance affinity groups in Portland,

as well as with cross‑functional groups

in Salt Lake City. Our site visits and

discussion sessions gave us candid

awareness of the lived experiences of

our colleagues. Those we met shared

practical, sometimes very personal

insights about what helps our people to

do their best work and demonstrated

clearly the impact and importance of

inclusion on everyday activities.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	16

Chair’s statement

continued

A number of Board members and I also

attended the annual Senior Leadership

conference in May. As well as hosting

a town hall Q&A session, we spent time

with a number of our newly appointed

senior leaders and enjoyed a rich

discussion on a wide range of topics

including safety, wellbeing, inclusion

and culture. 

All of our Board recognise the role we

play in shaping culture and one aspect

of that is through sharing our own

experiences. I was pleased to be invited

to share my personal and professional

perspectives at the first in a new series

of internal webinars this year, organised

by our Weir Women’s Network. The

programme has continued, featuring

other members of our Board.

è Read more about the Board’s

approach to employee engagement

and its activities on pages 98 to 100

I continued to meet with our major

shareholders during 2025. Many of

the conversations were, as expected,

focused on our acquisition of Micromine,

given its scale and role in shaping the

future of the business, and our

shareholders have been very

supportive. We also had the opportunity

to explain our digital strategy and

growth opportunities in detail, as part

of a wider strategic overview, at our

capital markets event towards the end

of the year. 

View presentations and

videos from our 2025

capital markets event:

global.weir/investors/

capital-markets-

event-2025

Our shareholders recognise the

significant progress the company has

made over the last several years and

they continue to show confidence in the

direction of the business, as reflected in

the strong share price performance

over the year. I’d like to thank them for

their continued support and

constructive input.

è Read more about the Board’s

engagement with stakeholders and

outcomes from those engagements

on pages 25 to 28 and 97

Leading in sustainability

and technology

Technology has always been the

cornerstone of Weir’s success and is

more relevant than ever, given the

increasing preference from our

customers for solutions that deliver both

productivity and sustainability

outcomes. Our enterprise technology

roadmap, which is focused on our

customers’ challenges to deliver more

metals and minerals with less impact on

the environment, was refreshed this

year to reflect our progress to date and

our step change in digital capability.

With sustainability being core to our

value proposition for customers, we

believe it is important that we

demonstrate leadership and

transparency in our approach to

opportunities and risks within our own

business. Our updated climate transition

plan, which we published in early 2026,

confirms our commitment and action. 

è Read more about our technology

strategy on pages 35 to 36 and our

climate transition plan on pages 59

to 60

An effective Board

The composition of the Board was

stable throughout 2025, and we’ve

developed a strong rhythm,

constructive dynamics and a solid

understanding of the business. Our

annual externally facilitated

performance review showed that the

Board and its Committees are operating

effectively and that the relationships

between the Board and the executive

team are collaborative, strategically

focused and working well as we

collectively lead Weir through its next

phase of growth.

è Read more about our Board and the

performance review on pages 89 to

90 and pages 101 to 102

Future prospects

Looking ahead, I am very optimistic

about Weir’s prospects. We ended 2025

having executed several important

growth opportunities that underpin our

strategy and delivered another year of

strong financial performance.

The long-term fundamentals driving the

mining industry remain extremely

attractive and will demand new, more

sustainable technologies – which are at

the heart of what we do best at Weir. We

have a clear strategy and the financial

strength and inherent resilience to

pursue the opportunities ahead – both

organic and inorganic.

Consequently, the Board is

recommending a final dividend of 22.1

pence per share, which equates to a

total full year dividend of 41.7 pence per

share and represents an increase of 4%

on the prior year.

2025 was a year of strategic acquisitions

and with our ongoing business

transformation programmes, the Board

recognises the contributions of all of our

Weir colleagues. On behalf of the Board,

I want to thank everyone in Weir for their

commitment and adaptability this year

and for their contribution to our success.

As we move into 2026, our priorities are

clear: accelerate growth, strengthen

safety performance and continue

building on the momentum we have

created. We have a talented team, a

disciplined strategy and compelling

long-term opportunities. With these

foundations, I am very confident that the

future for Weir is a bright one indeed.

Barbara Jeremiah Chair 3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	17

Chief Executive Officer’s strategic review

Transforming

mining and

accelerating

growth

Weir is well positioned

to deliver compelling

value creation for all our

stakeholders and enable

a more efficient and

sustainable global

mining industry.

Jon Stanton

Chief Executive Officer

Significant strategic progress

and strong execution

In 2025, Weir delivered a strong financial

performance while significantly

accelerating our growth strategy

through a series of acquisitions,

strategic partnerships, and new product

launches. Against a backdrop of

increasing geopolitical uncertainty and

localised disruptions across the mining

industry, our performance reflects the

resilience of Weir's aftermarket-biased

business model, the strength of our

market leading technology and the

depth of our customer relationships, as

miners focus on maximising production

from existing operations benefiting from

record gold and copper prices.

In line with our clear capital allocation

policy, we have advanced our growth

strategy with self-funded acquisitions

and partnerships across digital,

geographic expansion, and product

extensions. Micromine is a high growth

business of scale providing software to

the mining industry. Along with

Fast2Mine, we have significantly

accelerated our strategy to unlock the

potential for digital technology to drive

productivity and sustainability in mining.

We enhanced our redefined flowsheet

offering through establishing a global

collaboration agreement with CiDRA to

commercialise their P29 separation

technology leveraging Weir's footprint

and process knowledge. Finally, we

expanded Minerals' presence in the

rapidly growing North American

phosphate market through the

acquisition of Townley and are

accelerating ESCO's Chilean go-direct

strategy through the acquisition of ESEL.

As we continue to integrate these

businesses into our 'One Weir' platform,

all transactions are performing as

expected against our deal metrics.

We continue to strengthen our position

as a productivity partner to the mining

industry. Our recently signed

shareholder agreement with Olayan

marks a significant step forward in our

relationship and positions Weir to

participate in Saudi Arabia’s rapidly

expanding mining sector. Our recent

product launches of ENDURON® cone

crushers in Minerals and ESCO's next-

generation mining GET system Nexsys®

advance our portfolio of sustainable

mining technologies, while reducing

total cost of ownership for customers.

Our £40m order to provide tailings

solutions to Codelco in Talabre, Chile

illustrates both our proven experience

on large scale sustainable tailings

operations, as well as the importance of

local presence delivering the world class

service Weir is known for.

Looking further ahead, Weir is strongly

positioned to benefit from the

multi‑decade growth opportunity driven by

structural global demand for critical

minerals and the adoption of new

technologies that enable more sustainable

mining. Our core markets remain healthy

and as we grow our installed base of highly

engineered hardware and software

solutions, our organic growth momentum

will accelerate. Our Performance Excellence

programme continues to support this

trajectory, driving further operational

efficiencies and margin expansion. With the

final £30m of target savings and the full

annualised benefits from acquisitions, we

are confident in delivering another year of

revenue growth and margin expansion in

2026.

Our achievements this year reflect the

dedication of Weir colleagues around

the world, whose commitment to our

customers and our purpose continues

to underpin our success. With strong

operational momentum, a great team

and supportive long‑term market

drivers, Weir is well positioned to deliver

compelling value creation for all our

stakeholders and enable a more

efficient and sustainable global mining

industry.

Watch Jon’s video review

of our 2025 performance:

global.weir/ceo-review-2025

Growth: Near-term customer

focus on brownfield

optimisation and

expansion projects

The long-term structural demand

drivers for our key commodity

exposures remain strong, and in 2025

we saw an increased focus from major

governments on security of critical

mineral reserves and the resilience of

supply chains for key commodities. As a

result, in several regions such as North

America and Latin America, miners in

conjunction with local government

agencies, are reviewing how to

accelerate new or previously stalled

projects to address future production

deficits in key commodities.

The focus of our customers in the short

term remains on maximising production

from existing brownfield assets and as a

result, Group original equipment (OE)

orders were stable in the year. Excluding

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	18

Chief Executive Officer’s strategic review

continued

the impact of large orders, Group OE

orders grew by 6%, highlighting the

strong levels of underlying growth in

small to medium-sized orders from our

customers. Both Minerals and ESCO

have continued to gain market share,

with Minerals winning over 90% of its

large mill circuit pump trials, in line with

historical annual success rates, and

ESCO winning key strategic orders for

Production Master® hydraulic excavator

buckets in Australia, a key target growth

region for the Division.

Total orders1
£2,598m
+7%2

Growth: Positive hard rock

mining conditions and

contribution from acquisitions

In 2025, Group aftermarket (AM) orders

increased by 8%, driven by favourable

mining market conditions, the expansion

of our installed base and incremental

contributions from acquisitions

completed during the year.

Demand was particularly strong in North

America and South America across both

Divisions, reflecting high levels of mining

activity in these regions. Copper, gold

and iron ore prices remain well above

miners’ costs of production, supporting

growth in mine production across our

three largest commodity exposures.

Conversely, nickel and lithium prices

have stabilised at levels significantly

below prior peaks and production

remains subdued in several regions

including Australia.

Our hardware businesses continue to

benefit from high levels of mine site

activity. In Minerals, AM growth of 7% was

underpinned by strong demand for our

market‑leading WARMAN® slurry pumps

and GEHO® positive displacement

pumps, following recent installed base

expansion. Included within the Minerals

results were £28m of orders from

Townley over the four months

post‑completion. In ESCO, AM orders

increased by 12% reflecting strong

demand for core GET products across

both mining and infrastructure markets,

alongside significant growth in MOTION

METRICS™.

We are successfully leveraging the Weir

global footprint to drive growth in

Software Solutions, unlocking new sales

opportunities at pace with several Tier 1

miners. In October 2025, we launched

'Momentum 2026', Micromine’s annual

new product launch, including new

features, such as stope optimisation

within our Advance solution, to address

our customers’ most pressing

operational challenges. Our

commitment to annual innovation

underpins Micromine's market‑leading

recurring revenue growth and customer

satisfaction.

Revenue1
£2,565m
+6%2

Revenue and margins:

Strong execution and

Performance Excellence

savings compounding

Supported by the strength of the order

book and strong execution across our

operations in the fourth quarter, Group

revenue increased by 6% for the full year

on a constant currency basis, with the

Group’s book-to-bill at1.01.

AM revenue for the Group grew by 8%,

supported by positive hard rock mining

production, which drove demand for our

wear parts and expendables across

both Divisions, including a contribution

of 4% to AM growth from our

acquisitions in the year. OE revenue

grew by 2% , underpinned by shipments

for medium to large-sized projects in

Minerals and positive underlying

demand from brownfield optimisation

and debottlenecking projects.

Across the Group, we have successfully

navigated the tariff regimes introduced

by the US Government by leveraging

the flexibility of our global operational

network and supply chains to maintain

reliable support for customers and to

ensure uninterrupted delivery of

mission-critical equipment. The strength

of our product brands, market-leading

technologies and manufacturing

flexibility ensured we achieved sufficient

pricing to protect gross margins,

offsetting inflationary impacts in our

cost base, while continuing to deliver

total cost of ownership benefits to our

customers.

Our Performance Excellence

programme continues to deliver further

optimisation and efficiencies across the

Group. In 2025, we saw the

compounding benefits from the

programme, including in Weir Business

Services (WBS) where we have fully

established centres of excellence across

Finance, HR and IT functions. In our lean

process workstreams we continue to

drive further process improvements in

manufacturing quality and identify

sourcing savings in our supply chain.

On a constant currency basis, adjusted

operating profit increased 15% year-on-

year, and adjusted operating margins

were 20.2%, up 150bps from 2024.

Adjusted operating margin1,3
20.2%
+150bps2

Returns: Cash conversion and

debt levels within target range

Free operating cash conversion for the

year was within our target range of 90%

to 100% (2025: 92%; 2024: 102%), and

reflects higher levels of inventory in

support of our order book and

Performance Excellence related

activities. Similarly, and as a result of

these movements, working capital as a

percentage of sales increased to 22.4%

(2024: 20.7%).

Following significant acquisition activity

throughout the year, net debt to EBITDA

at the end of December was 1.9x, as

expected. With the consistent levels of

cash generated in our business we

expect to return toward our normal

operating range of 0.5-1.5x by the end

of 2026. During the year, the Group

undertook a number of refinancing

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	19

Chief Executive Officer’s strategic review

continued

activities, leaving us with a strong long-

dated maturity debt profile at attractive

interest rates.

Return on capital employed1
17.9%
-140bps

As expected, following the significant

investments made during 2025, the

Group's return on capital employed

(ROCE) was 17.9%, a decrease of 140bps

versus the prior year but remains well

ahead of our cost of capital. 

The Board is recommending a final

dividend of 22.1 pence per share. This

equates to a total full year dividend of

41.7 pence per share, in line with our

policy to pay out 33% of adjusted

earnings per share (EPS) and represents

an increase of 4% on the prior year. The

final dividend will be paid on 29 May

2026 to shareholders on the register on

1 May 2026.

Full year dividend
41.7p
+4%

Safety and culture

On safety, our ambition is a zero harm

workplace but in 2025, we fell short as

our total incident rate4 (TIR) increased to

0.52 (2024: 0.42). During the year, we

have strengthened leadership and

taken actions to reinforce our zero harm

behaviours and best practices with

safety stand downs and spotlight

sessions. We have also refreshed our

safety, health and environment strategy

which will fully activate in 2026.

Encouragingly, there has been a

reduction in the number of recordable

incidents in the second half of the year

and we are committed to maintaining

this momentum.

We continued to invest in developing

our people and in creating an inclusive

environment where they can do the

best work of their lives. Employee

engagement remains high and in

August, we ran our tenth global

employee survey. Our net promoter

score5 (eNPS) of 49 puts Weir in the top

10% of manufacturing companies

globally6, as benchmarked by Peakon.

We continue to maintain high levels of

participation from employees, with 87%

responding to the 2025 survey.

Total incident rate 1,4
0.52
2024: 0.42

Wellbeing is also a core part of our zero

harm mindset and we have continued

to openly support and prioritise mental

health. We were recognised as a Tier 1

company in CCLA Investment

Management’s 2025 Corporate Mental

Health Benchmark UK 100 — a first for

Weir and a significant milestone in our

journey to embed mental health in our

strategy and culture.

During the year, we introduced an

inclusive workplace standard that sets

expectations for gender-specific needs,

religious accommodations, safety and

security at our facilities globally. We

have also supported colleagues at all

levels with global learning and

development programmes focused on

inclusive behaviours and have refreshed

our recruitment practices through policy

enhancements and data-driven tools to

further embed fairness and equity into

hiring decisions.

More sustainable mining

Sustainability is core to our business

strategy and is centred on two pillars –

'deliver sustainable Weir' and 'accelerate

sustainable mining'. Under 'deliver

sustainable Weir', we have reduced our

scope 1&2 emissions by 31% vs our

current 2019 baseline. Inclusive of

changes to our footprint throughout

2025, we expect to remain well on track

to achieve our 30% reduction target by

2030.

Scope 1&2 emissions1,7
126,338
tonnes CO2e 31% reduction since 2019

Through ‘accelerate sustainable mining’

we continue to demonstrate our

leadership in mining technology for a

sustainable future and retained an 'A'

score for climate transparency from CDP

for the fourth consecutive year. We have

recently published our updated climate

transition plan, setting out our approach

to align Weir to a net zero world, and we

continue to advocate for the right

frameworks to drive progress in the

hard-to-abate mining industry.

Read and download a

copy of 'Untapped', our

report about water in

mining:

global.weir/untapped

As an innovation partner to the sector,

our technology agenda is focused on

solving our customers' biggest

sustainability challenges. Water is a

particular area where we see a significant

opportunity for technological advances,

given its criticality in mining processes

and increasing water stress because of

climate change. In November 2025 we

launched our new report, called

‘Untapped’, that presents insights from

industry experts and new data to

highlight the significant potential for the

mining sector to improve water

management, develop climate-resilient

operations and build trust with

stakeholders. The report is driving new

conversations about water in mining and

with our leading thinking, technological

expertise and broadened flowsheet

offering, we are strongly positioned to

support the industry in a shift to more

strategic water management.

We prioritise our technology investments

over the short, medium and long term

through an enterprise technology

roadmap, which we reviewed and

refreshed during the year to reflect our

progress and our strengthened

capabilities in mining software.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	20

Chief Executive Officer’s strategic review

continued

A new digital vision

There is a clear need and opportunity for

technology in mining as the world

demands more critical metals. Our

customers recognise the need for new

solutions – across process technology,

real-time data and digital enablement,

and AI enhanced process automation –

to mitigate risk at new and existing mines

and drive higher production yields.

Over the past several years we have

invested in digital solutions through the

acquisition of the MOTION METRICSTM

ruggedised vision technology and the

development of our NEXT platform,

which monitors equipment health and

performance and enables process

optimisation. In 2025, following the

addition of Micromine’s equipment-

agnostic mining software we have set

out a new digital vision for Weir.

Our goal is to unlock the potential for

digital technology, with mine-to-mill

data integration to drive productivity and

sustainability in mining, and in doing so

creating a global leader in engineered

hardware and software solutions.

Watch our capital markets

event to learn more about

our digital vision:

global.weir/investors/

capital-markets-

event-2025

Outlook: Growth in revenue,

operating profit and operating

margins in 2026

Activity levels in our core mining

markets remain strong, with customers

increasingly investing in expansion and

debottlenecking projects as supply

deficits in critical metals emerge.

Supported by favourable commodity

prices, customers continue to prioritise

maximising ore production and

improving the efficiency of existing

operations. Combined with the

expansion of our installed base, these

dynamics support strong demand in

our core hardware aftermarket solutions.

In Software Solutions, our suite of

market‑leading products continues to

support customers from exploration

through to extraction, delivering high

levels of annual recurring revenue. With

strong customer adoption and a

growing pipeline, future sales growth

remains highly visible and well

supported.

We have upgraded our total

Performance Excellence savings target

to £90m, with the final £30m of

incremental savings expected in 2026.

Total costs for this programme are

£113m, less than our prior estimate of

£120m before this upgrade. Beyond this,

the behaviours and practices

embedded through the programme

have created a continuous

improvement mindset, which will

support margins sustainably above 20%

from 2026.

The favourable mining backdrop,

combined with the delivery of the

remaining Performance Excellence

initiatives and continued growth in

Software Solutions, underpin our

confidence in delivering mid-single-

digit organic revenue growth and

c.50bps of operating margin expansion

in 2026. We expect free operating cash

conversion of 90% to 100%, in line with

our medium‑term guidance, supported

by delivery of working capital

improvements from our lean operating

model.

Looking ahead, the long‑term value

creation opportunity for Weir remains

compelling. Demand for critical metals

continues to build and customers are

increasingly recognising the need for

new, more efficient solutions to unlock

future supply. Through our focused

strategy and supported by significant

progress in 2025, we are creating a

global leader in engineered hardware

and software for the mining industry.

We reiterate our commitment to

growing faster than our markets

through the cycle, maintaining

operating margins sustainably above

20% and generating consistent levels of

cash, providing a clear pathway to

sustained growth in total shareholder

returns.

Mining technology for

a sustainable future

2025 has been an important year for

Weir and we are benefiting from the

actions taken to build an efficient and

scalable platform for growth. We have

performed strongly, delivered on our

promises and taken significant strides to

accelerate our strategy.

I firmly believe that technology, in its

broadest sense, will drive a

transformation in the mining industry –

a transformation where productivity and

sustainability go hand-in-hand. The

actions we are seeing from our

customers support that.

Guided by our purpose and powered by

a strong team, Weir’s mining technology

for a sustainable future is at the heart of

the industry’s transformation. It’s an

exciting place to be and I am confident

in what we can achieve together.

Jon Stanton

Chief Executive Officer

3 March 2026

Notes

1. Continuing operations.

2. 2024 restated at 2025 average exchange

rates.

1. Profit figures before adjusting items (note

2 of the Group Financial Statements).

1. Total incident rate is an industry standard

indicator that measures lost time and

medical treatment injuries per 200,000

hours worked.

1. eNPS (employee net promoter score) is an

index used to measure employee

satisfaction levels.

1. Based on Peakon’s manufacturing sector

benchmarks.

1. Market-based greenhouse gas emissions.

For definition, see page 64.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	21

Market review

A favourable

backdrop for

sustainable growth

The long‑term outlook across

our mining end markets is

robust, underpinning Weir’s

ambition of consistently

delivering mid-to-high

single-digit revenue growth

through the cycle.

Structural demand for metals critical for

electrification, digital infrastructure and

energy resilience is rising, driving

favourable commodity prices that

encourage increased production. This

benefits our aftermarket-focused

business model and encourages new

investment, which supports sales of our

original equipment.

Weir’s leading technology, customer

intimacy and global footprint ensure we

are well positioned to capitalise on the

market opportunities.

Commodity outlook: structural

tailwinds and diversifying

critical minerals supply chains

Market opportunity: Global demand for

critical minerals – copper, lithium, nickel,

cobalt, graphite and rare earths –

continues to accelerate, driven by

electric vehicles, grid build‑out,

renewable energy and the data centre

boom associated with AI. The IEA’s

Global Critical Minerals Outlook 20251

projects continued strong growth and

highlights copper’s expanding role in

grids and clean technologies (copper is

Weir’s single largest exposure by

commodity; see pie chart page 14).

Industry forecasts point to copper

demand rising steeply through the next

decade amid electrification and AI

infrastructure, with long mine lead times,

declining ore grades and geographic

concentration creating persistent supply

challenges. AI‑enabled data centres

alone may account for ~2% of global

copper demand by 20302, amplifying

pressure on grids and transformers –

both of which are copper‑intensive

components.

Among Weir’s other significant

end-markets, the outlook for gold

(11% of Weir’s revenue) is attractive, with

prices at or close to all-time highs

driven by continued geopolitical

Notes

1. https://www.iea.org/reports/global-critical-

minerals-outlook-2025

1. https://theoregongroup.com/commodities/

copper/ai-data-centers-to-drive-2-of-

global-copper-demand-by-2030/

1. https://www.mckinsey.com/industries/

metals-and-mining/our-insights/

performing-under-pressure-implementing-

innovation-in-mining

1. Based on reviewing a selection of 11 of

Weir's most significant customers.

uncertainty and US dollar diversification

– themes which we expect to continue.

High prices are in turn spurring new

investment and higher production. The

outlook for iron ore (10% of Weir’s

revenue), the main input for steel

production, remains resilient with

modest supply growth forecast and the

shift to production of green steel, which

demands higher iron ore grades.

Phosphate – a mineral used in the

production of fertilisers that support

global food production – also has

attractive demand drivers underpinned

by population dynamics. Weir has

increased exposure to phosphate in

2025 with the acquisition of the US-

based Townley business. Demand from

the oil sands market is expected to

decline over time, but will be more than

offset by growth in critical minerals and

other extracted commodities.

We are increasingly seeing policy

initiatives from governments globally

that are seeking to diversify and derisk

critical minerals supply chains, creating

opportunities for mining projects across

more geographies and for suppliers

with global reach.

Why Weir is well poised to benefit: As a

focused mining technology business

with leading solutions and an

established global footprint, Weir is well

placed to capitalise on opportunities

from market expansion and increasing

production globally. Our technology

across engineered hardware and

software solutions, gives us exposure

across the mining value chain.

Furthermore, our installed base and

service network is widespread ensuring

growth is not reliant on one single

commodity, nor is it concentrated in a

particular geographic region.

Miners’ focus on productivity,

cost, emissions and water:

aligned with Weir’s purpose

Market opportunity: Across the

industry, leading miners are prioritising

productivity gains and operating

efficiency, deploying automation, digital

analytics and process innovations to

offset declining grades and rising input

costs. Research by McKinsey3 highlights

that mining productivity has lagged

broader industry trends, making

innovation and smart operations

imperative; decarbonisation and

electrification are becoming embedded

in operating models. Sustainability

pressures are likewise intensifying:

regulators, investors and communities

expect tangible reductions in emissions

and water use. The IEA’s analysis1

emphasises technologies that lower

energy intensity, reduce water

consumption and enable diversified,

responsible supply chains – areas

where next-generation processing and

digital tools can have outsized impact.

Water management is a particular focus

as many mines operate in high water

stress regions, necessitating closed‑loop

systems, filtration and process changes

that reduce fresh water withdrawals.

Weir's report,

'Untapped', explores

opportunities for strategic

water management:

global.weir/untapped

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	22

Market review

continued

Key trends
Copper
30%
increase in demand by 20401
Nickel
2x
anticipated growth in demand by 20405
Customer commitments
100%
of Weir's significant customers committed to reduction of scope 1&2 emissions by 2030 4

These priorities translate into near‑term

spending by miners on debottlenecking,

brownfield expansions and efficiency

upgrades across comminution, slurry

handling and wear‑intensive circuits,

alongside adoption of AI‑enabled

monitoring and mine‑to‑mill

optimisation.

Why Weir is well poised to benefit:

Weir’s purpose – enabling the

sustainable and efficient delivery of

essential natural resources – directly

aligns with miners’ objectives. Our

market-leading end-to-end solutions,

featuring ESCO® ground engaging tools

for extraction, energy efficient

ENDURON® high pressure grinding rolls

(HPGR) and crushers for comminution to

WARMAN® and GEHO® pumps for

minerals separation and tailings, target

the biggest levers of site productivity,

cost and footprint. With the integration

of digital solutions, including the

Micromine® software suite, we can

connect intelligent products with

advanced analytics and AI to optimise

mine design, improve throughput,

reduce equipment wear, lower energy

use and enhance water efficiency –

creating measurable sustainability

benefits for customers.

Aftermarket resilience:

compounding with installed

base growth

Market opportunity: Mining is

operationally intensive. As mines

maximise production to meet rising

demand, the wear‑heavy nature of

minerals processing sustains high,

recurring needs for spares, service and

digital optimisation. Mission‑critical

equipment supported by on-site

engineering and rapid parts availability

reduces costly downtime and stabilises

cash flows, underscoring the value of

having robust and extensive aftermarket

networks.

As production continues to grow across

our key commodities – and as

brownfield projects add capacity –

aftermarket intensity is expected to rise.

Even in periods of commodity price

variability, miners maintain spending on

reliability and wear parts to protect

output, making aftermarket revenue

relatively predictable and resilient

versus capex cycles.

Why Weir is well poised to benefit:

Weir’s aftermarket‑focused business

model – supported by our broad mining

service footprint and deep in‑mine

2025 market review

Against a backdrop of increasing

geopolitical uncertainty and localised

disruptions across the mining industry,

2025 saw miners focus on maximising

production from existing operations,

benefiting from record gold and

copper prices.

Demand was particularly strong in

North America and South America,

reflecting high levels of mining activity

in these regions. Copper, gold and iron

ore prices remain well above miners’

costs of production. Conversely, nickel

and lithium prices have stabilised at

levels significantly below prior peaks

and production remains subdued in

several regions, including Australia.

The long-term structural demand

drivers for our key commodity

exposures remain strong and in 2025

we saw an increased focus from major

governments on security of critical

mineral reserves and the resilience of

supply chains for key commodities. As

a result, in several regions such as

North America and Latin America,

miners in conjunction with local

government agencies are reviewing

how to accelerate new or previously

stalled projects to address future

production deficits in key commodities.

presence – provides predictable

revenue streams and attractive returns.

We leverage deep technical expertise in

materials science and digital, and invest

in technology to maintain our

industry-leading positions and innovate

new sustainable solutions for customers.

Our trusted brands are embedded in

critical circuits and our proximity to

customers' sites enables rapid response

and continuous improvements that

extend component life and improve

uptime for our customers. The

combination of installed base growth

and digital solutions that enhance

predictive maintenance, positions Weir

to compound aftermarket performance

as mining production expands.

Conclusion: Well placed to

outgrow attractive markets

Rising multi‑decade demand for metals

enabling electrification, AI and energy

resilience, coupled with persistent

supply constraints creates a supportive

backdrop for high-quality mining

technology partners like Weir. Miners’

focus on productivity, cost and

sustainability aligns with Weir’s purpose

and portfolio, while our aftermarket‑

focused business model and global

footprint offer resilience and

compounding growth as production

rises. Our recent performance and

strategic progress, including

strengthening of our digital solutions

suite, confirm Weir is executing well

against this opportunity set. We remain

confident in our ability to enable

sustainable mining and to deliver

attractive, long‑term value for all

stakeholders.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	23

Business model

Our differentiated business

model drives sustainable

compounding growth.

Weir develops and supplies market-

leading technologies across the mining

value chain. Our engineered hardware

and software solutions are mission-

critical to customers’ competitiveness

and licence to operate.

Mining is complex with high fixed costs

and highly abrasive processes. Our

technologies help customers optimise

planning and production, avoid

unplanned downtime and provide a

premium solution that offers reliability,

sustainability and a long wear life.

Mining is a global industry requiring

on-the-ground support. Our model is

matched to that, providing strategic

technology partnering, vertically

integrated supply chains and an

extensive local presence close to mine

sites around the world.

Our software solutions are deployed at

the exploration, planning and extraction

phases of the mining lifecycle.

Purchased by customers on a

subscription basis, this drives strong

annual recurring revenue.

In the pit and processing plant, we

supply original equipment, as well as

aftermarket spare parts and

expendables, which provide an

annuity-like revenue stream that is

largely inelastic to commodity prices.

In combination, these drive

compounding growth and deliver

predictable and resilient revenues

through the cycle.

Market-leading technology

provider

Market-leading

technology provider

– Highly engineered equipment

– Integrated process solutions

– Digitally-enabled hardware

– Equipment-agnostic software

Mission-critical

mining operations

– Exploration, development

and planning

– Extraction and material

handling

– Comminution and processing

– Separation and tailings

We combine world class engineering,

innovation and a vertically integrated

manufacturing base to deliver highly

engineered original equipment,

integrated process solutions and

aftermarket products that solve our

customers’ biggest challenges with

lowest total cost of ownership. We help

them produce more with less energy,

water and waste.

Recognising the opportunity for digital

and data to unlock new levels of

performance, we also provide intelligent

digital solutions for our products that

help monitor wear life, enable predictive

maintenance and support process

Our culture

and values

optimisation. In addition, we have the

broadest portfolio of equipment-

agnostic software solutions across the

mining value chain from exploration

to extraction.

We invest in technology to maintain our

competitive edge. 

Mission-critical mining

Lifetime

product support

– Growing installed base

– High aftermarket capture rate

– Resilient recurring revenue

streams

Comprehensive

global reach

– Regional vertically integrated

supply chain

– Extensive service centre

footprint

– Decentralised operating model

– Local teams and a global

culture

operations

Weir’s end-to-end solutions drive

productivity and sustainability from

exploration and planning, through the

pit and the processing plant. Customers

rely on Weir's trusted brands and

solutions to optimise planning and

productivity, and lower their

environmental footprint.

Our mining software solutions are

feature-rich and are integrated through

Supported by our risk management framework

our proprietary platform for online

collaboration and data sharing.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	24

Business model

continued

We continually develop our products,

bi-annually launching new features

across each of our software products,

guided by customer feedback.

We integrate and package our

engineered products into innovative

and transformative digitally-enabled

flowsheet solutions that deliver

productivity and sustainability benefits

across extraction, comminution,

separation and tailings. We have a large

captive base of mission-critical

equipment and support greenfield

projects, as well as brownfield

expansions and debottlenecking

solutions at existing mines, while our on

site presence allows us to identify small

upgrade opportunities. This enables us

to grow our installed base of original

equipment through the mining cycle,

even if large projects are slower to

convert.

Comprehensive global reach

We are deeply embedded within our

customers' operations and supply

chains with local day-to-day

relationships complemented by

strategic global collaboration. We have

facilities within 200km of every major

mine in the world and can provide

customers with the technology they

need quickly and efficiently, helping

them keep their operations running.

Our dedicated teams of experts deeply

understand first-hand the productivity

and sustainability opportunities that

exist in mining. Our decentralised

operating model, guided by our culture

and values, empowers colleagues to

take action at a local level with the

overarching resources of our global

organisation.

Lifetime product support

Our engineered hardware solutions are

used in highly abrasive applications

meaning that equipment parts wear

out, sometimes in a matter of weeks.

That generates recurring demand for

aftermarket spares and expendables.

Today, c.80% of our total revenue comes

from aftermarket. It is driven by

non-discretionary spend on spare parts

that are essential to keep mines running.

This drives predictable and sustainable

growth. We capture >90% of aftermarket

from our original equipment. On

average, for hard rock applications, each

piece of original equipment sold

generates 30% of its original value in

aftermarket spares revenue each year.

Capture rate
>90%
of aftermarket from original equipment sales

Our software solutions are sold by

licence-based subscription that

generates recurring revenue for Weir.

This has strong parallels with the

aftermarket-focused model for

engineered hardware. Coupled with our

strong customer retention rate of over

90%, it drives high annual recurring

revenue (ARR), which is a key growth

metric in software businesses.

ARR as a percentage of total revenue
24%
for Micromine in 2025

	The value we deliver
		For the planet and society Sustainable, efficient delivery of natural resources essential to create a better future for the world.	31% reduction in scope 1&2 CO2e emissions against a 2019 baseline
		For our customers Market-leading technologies and excellent service that helps them optimise productivity and sustainability.	£2.6bn orders in 2025
		For our people and communities A rewarding place where people are empowered to do the best work of their lives and support local communities.	£649m paid in employee benefits in 2025
		For governments Support for economic growth and development in the countries in which Weir operates.	£132m paid in corporate income tax in 2025
		For our shareholders An opportunity to invest in a low-carbon future through the essential technology driving the global mining industry’s transition to net zero.	£108m total dividends paid in 2025

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	25

Our stakeholders

Achieving this means we focus on building and maintaining

positive relationships with the people, communities and

organisations that have an interest in our business and may

be affected by the decisions we take.

The stakeholders below are at the heart of our 'We are Weir' strategic framework,

which sets out our purpose, business model, strategic priorities, values and culture.

We strive to deliver excellent

outcomes for all our stakeholders

Employees

Our employees are a significant enabler of Weir's

success and we are committed to fostering a safe,

inclusive, and supportive environment. We value and

act on feedback and ensure fairness. Our employees

seek growth, fair reward, recognition and inclusion.

Meeting these expectations is essential to achieving

our strategic priorities.

Customers

Customers are partners in our success, shaping

growth and guiding innovation. We partner closely to

understand challenges and deliver reliable,

high-performance solutions that enhance safety,

productivity and sustainability. Our proximity and

technical expertise help reduce costs and support

their social licence, making us a trusted partner for

sustainable mining.

Shareholders

Our shares are listed on the London Stock Exchange

and we raise debt through banks and bonds. Our

investors expect strong financial performance, clear

strategy and value creation. Sustainability and ESG

are key priorities to them, and we engage through

transparent communications, delivering long-term

shareholder returns.

Suppliers

Our global supplier network underpins resilient supply

chains that enable efficient operations and customer

service. Suppliers seek clear communication,

collaboration and transparency, while delivering

reliable, high-quality, competitively priced products.

They value engagement on innovation, technology,

sustainability, compliance and ethical practices to

support strong partnerships and shared success.

Communities and environment

Sustainability is central to our strategy. We focus on

the impact we have on communities and

environments, and the role they play in our

operations. Our communities care deeply about the

safety and sustainability of our operations and Weir

seeks to be a good neighbour that operates safely

and ethically.

Governments and NGOs

We develop relations with governments and

non-government organisations (NGOs) to ensure

compliance, uphold ethical standards and contribute

to sustainable mining discussions. Locally, we engage

on safety, environmental frameworks and responsible

practices. They expect us to be an ethical employer,

provide future skills and jobs, and support mining’s

role in the energy transition.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	26

Our stakeholders

continued

1. eNPS (employee net promoter score) is an index used to measure employee satisfaction levels. 2. Based on Peakon’s manufacturing sector benchmarks.

	Business engagement	Board engagement and oversight	Outcomes
Employees	During the year, the Group Executive visited sites to meet and hear from colleagues and host Q&A sessions. We maintained our regular programme of all-employee town halls and CEO monthly briefings, and continued to encourage employee involvement in business performance with our all-employee share plan. Other initiatives in 2025 included the first ever Weir Values Awards to recognise employees' contributions and our new 'All in' learning and development programme focused on inclusion and belonging. We ran our annual all-employee survey and shared the results and priority actions.	In 2025, the Board engaged with employees through ‘Tell the Board’ sessions, site visits, town halls, affinity group meetings and senior leader conferences. Insights from these activities shaped Board discussions on strategy and culture. The Non-Executive Director for Employee Engagement championed employee voices ensuring that these were represented at Board level, while annual surveys and feedback channels ensured colleagues’ views were monitored and acted upon, supporting inclusion, wellbeing and continuous improvement across Weir, strengthening the connection between employees and leadership.	Board and business engagement supported an 87% global survey participation rate and an engagement score of 8.4. Our eNPS1 of 49 places us in the top 10% of manufacturing companies globally2. Wellbeing scores in the survey reached 8.9 and we achieved Tier 1 recognition in CCLA's Corporate Mental Health benchmark. Our 15 affinity groups shaped inclusion, and an inclusive workplace standard launched globally. Improved diversity in leadership and low attrition reflected positive change. Action plans from feedback ensured employee voices directly influenced our culture, strategy, and ongoing success.
Customers	Close customer engagement is at the heart of everything we do. No one serves more mines than Weir and we have an extensive local footprint in close proximity to our customers. On a daily basis, teams meet customers on the mine to discuss tactical issues and longer-term opportunities to enhance operational performance. In our software business, we engage customers in our latest developments through twice-yearly software upgrade launches and face-to-face technical seminars. We are increasingly engaging with industry stakeholders at the solution or C-suite level, given the increased breadth and relevance of Weir’s offering in solving industry challenges.	The Board regularly received customer insights through reports from the CEO and Divisional Presidents, providing assurance on key trends such as customer behaviour and the growing importance of sustainability. During the year, the Board maintained oversight by engaging directly with customers, including a visit to a customer’s mine in the US to strengthen relationships. Our CEO also visited several customer operations to observe Weir’s engineering and digital technologies in action and met with customers at multiple global industry conferences. In March, the CEO took up a position on the Executive Committee of the International Copper Association, reinforcing our alignment with an important industry group for our customers.	These customer engagements have strengthened relationships and provided actionable insights into operational priorities, influencing and shaping strategic decisions. This helps Weir remain at the forefront of customer needs by continuously developing tailored solutions, driving innovation and delivering tangible improvements for customers. In 2025, we saw strong interest in new equipment and technology. Our focus on delivering customer outcomes resulted in £40m of sustainable tailings solution contract awards with Codelco, the world's largest copper producer. There was also significant customer focus on our digital, comminution and tailings solutions.
Shareholders	We engaged with more than 60% of our shareholder base and a number of prospective investors in 2025. We hosted meetings in the UK, North America, Europe and Australia and discussions covered topics such as strategy (including software strategy), financial performance, our Performance Excellence programme, sustainability and remuneration- related matters. Our spotlight capital markets event in December provided an opportunity for shareholders to engage with colleagues from our business.	Throughout the year, the Board actively engaged with shareholders by hosting a variety of events, including our Annual General Meeting, roadshows, and capital markets event that was well attended by many of our shareholders. In addition, both the Chair and the Chair of the Remuneration Committee engaged directly with shareholders. These interactions were complemented by regular reports and updates from the Head of Investor Relations and the Group’s brokers, ensuring the Board remained informed on shareholder perspectives.	These engagements contributed significantly to  Board discussions, ensuring the business remained sharply attuned to shareholders' expectations. During the capital markets event we placed a strong emphasis on clearly articulating our software strategy, enabling investors to gain a deeper understanding of our business model and future prospects. Additionally, we benefited from robust support from debt investors during the issuance of our convertible bond. Shareholders strongly supported the new remuneration policy put forward at the 2025 AGM.

è Read more

on pages

29 to 30

è Read more

on pages

32 to 33

è Read more

on page 97

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	27

Our stakeholders

continued

	Business engagement	Board engagement and oversight	Outcomes
Suppliers	We worked positively and collaboratively with suppliers at divisional and local business levels, engaging directly on matters such as quality, continuous improvement and manufacturing processes, and maintained engagement around safety and ethical business practices. We also continued to collaborate with R&D institutions and universities on our technology strategy priorities. During the year, we optimised capacity across the Europe, Middle East and Africa region in the Minerals Division, which included relocating production from the UK to South Africa. Throughout the project, our teams engaged extensively with our supply chain partners across the region to keep them fully informed and to manage a smooth transition.	The Board received regular supply chain updates during divisional deep-dive sessions led by the Minerals and ESCO Presidents, providing assurance on key risks, resilience and performance throughout the year. These updates enable the Board to monitor how supply chain priorities align with strategic objectives and risk appetite. Direct engagement with suppliers is primarily managed by local teams, with oversight and support from the CEO and Group Executive where appropriate. Our CFO held monthly meetings with Accenture and TCS to review progress and provide assurance on improvements in operational efficiency and effectiveness under the Performance Excellence programme.	These engagements led to the launch of our Supplier Code of Conduct, reinforcing ethical practices and responsible sourcing. We collaborated with suppliers to embed a strong governance framework, ensuring compliance with environmental, social and ethical standards. These efforts strengthened partnerships, improved transparency across the supply chain and supported improved operational efficiency for Weir.
Communities and environment	Weir's tradition of community engagement continued in 2025. Our local-led approach ensured that activities focused on the needs of our local communities with wide ranging activities across education, children's welfare, health and environment. We operate a number of apprenticeship programmes to support employment, and introduced a new scheme in India for female engineers. Our corporate-led flagship programme, Young Weir-Wise, continued to inspire youngsters about engineering. Recognising the impact of our decision to  downsize operations at our Todmorden site, we engaged with the local community on our plans and actions.	Safety is the cornerstone of Weir's commitment to being a good neighbour in our communities and is front and centre in all Board discussions. It is always covered within the CEO’s business and divisional reports and tracked through our balanced scorecard, providing assurance on performance and risk management. The Sustainability, Safety and Technology Committee received detailed updates on safety and reviewed progress against our ESG commitments, as well as a comprehensive report on the Company’s community engagement activities outlining our approach, key achievements during the year and strategic priorities focus for 2026.	We launched our 'zero harm spotlight' activities in line with our value of 'thinking safety first' and to support our zero harm behaviours. Our transparent and responsible approach resulted in Weir receiving a CDP A rating for climate, a nomination for Green Business of the Year at the British Business Awards, and being regarded as one of the leading sustainable companies in the industry. These initiatives strengthened local partnerships, supported education and skills development and reinforced Weir’s commitment to responsible business practices, building trust and long-term relationships within the communities where we operate.
Governments and NGOs	During 2025, the business established, and began to progress, a more systematic approach to engaging in government relations. This involved identifying priority markets and key external stakeholders, as well as developing and cultivating new and existing relationships. The business engaged with governments and government- related bodies, including in the UK and in expanding markets such as in Central Asia and Africa. We also established additional connections through industry events and trade associations.	The Board received an update on government affairs and the Company’s strategy to strengthen engagement with policymakers, build constructive relationships with governments, contribute to policy discussions on mining industry priorities and ensure alignment with regulatory developments. During the year, our CEO met with senior government officials from key mining markets, including Saudi Arabia and Chile, as well as senior ministers from the UK Government.	Building on promising progress in 2025, the foundations have been set for enhanced government engagement in 2026 — important given the close interconnectivity between mining, governments and original equipment manufacturers. During the year, important relationships with key stakeholders were re-established to support our understanding of new market opportunities and their understanding of Weir's strategy, capabilities and presence.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	28

Our stakeholders

continued

Section 172 statement

Under Section 172 of the UK Companies Act 2006 (the Act), the Directors are required to act in a way that they consider, in good

faith, would most likely promote the success of the Company for the benefit of its members as a whole, having regard to the

likely consequences of any decision in the long term and the broader interests of other stakeholders, as required by the Act.

To illustrate how these Section 172(1) factors are actively considered in practice, the two case studies below demonstrate how

the Board incorporated these considerations into its decision-making during the year.

	Section 172(1) factors
		The likely consequences of any decision in the long term
	è Read more on pages 2, 8, 23 and 41
		The interests of the Company’s employees
	è Read more on pages 26, 29, 52 and 98
		The need to foster the Company’s business relationships with suppliers, customers and others
	è Read more on pages 2, 21, 25, 32 and 66
		The impact of the Company’s operations on the community and the environment
	è Read more on pages 23, 27 and 52
		The desirability of the Company maintaining a reputation for high standards of business conduct
	è Read more on pages 23, 52, 66 and 67
		The need to act fairly as between members of the Company
	è Read more on pages 26 and 151

Micromine and Townley acquisitions

In February 2025, the Board approved the acquisition of

Micromine, accelerating Weir’s digital transformation and

strengthening its mining technology offering. The

decision followed rigorous due diligence and stakeholder

engagement, ensuring long-term value for shareholders,

integration opportunities for employees, enhanced

software solutions for customers and continuity for

suppliers. Integration efforts focused on driving revenue

growth and realising synergies, with performance tracked

against pre-deal assumptions.

In June 2025, the Board also approved the acquisition of

Townley, recognising its strategic importance for

expanding into the phosphate market and strengthening

North American operations. The Board assessed benefits

for shareholders, opportunities for employees, enhanced

customer service and products, positive community

impact through jobs and investment, and stronger

supplier partnerships. The acquisition, which completed

in August 2025, has enhanced the global casting capacity

of the Minerals Division.

Refinancing

In 2025, management, supported by the Board,

undertook a significant refinancing programme to

optimise the Company’s capital structure and support

strategic initiatives.

The first step involved issuing a US dollar bond to

refinance existing notes maturing in May 2026. The

majority of the proceeds were then used to repurchase

a significant portion of the US bond and approximately

half of the UK bond.

Later in the year, the Board approved an Australian

dollar bond issuance to partially refinance the

AUD$1.2 billion bridge loan used for the Micromine

acquisition.

Both issuances were designed to strengthen Weir’s

financial flexibility, while maintaining alignment with its

geographic and operational strategy, reinforcing the

Group’s financial position and supporting long-term

value creation.

Links to Section 172	Links to stakeholders

Links to Section 172	Links to stakeholders

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	29

Strategic progress

People

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

Weir has always been a

people-focused, values-led

business. Our brand - mining

technology for a sustainable

future - supports our culture,

values and our focus on

creating a safe and inclusive

environment where people

can do great work.

2025 performance

Safety, health and environment

(SHE)

Our ambition is to achieve and sustain a

zero harm workplace where everyone

goes home safe and well every day. We

focus on both physical safety and

mental health, and our systems,

standards and culture programmes

reinforce this throughout the

organisation. 

Safety performance and wellbeing

Thinking safety first is a core value

throughout Weir but disappointingly, our

safety performance in 2025 did not

reflect this and our total incident rate1

(TIR) of 0.52 (2024: 0.42) was a step

backwards from the prior year.

Regular initiatives, such as Weir Safety

Day in March, generated strong

engagement at facilities globally as we

focused on material handling, one of the

most common causes of preventable

injuries at Weir.

As TIR trended upwards in the early part

of the year, we took action and

introduced new initiatives, including a

zero harm spotlight campaign that

prompted site stand downs to dedicate

time to address the most frequent

causes of lost time. We also put more

emphasis on sharing learnings globally,

for example with a powerful ‘survive to

share’ approach where colleagues and

leaders talked about the impact a

serious safety incident had on them

personally.

During 2025, we revisited and refreshed

our SHE strategy under the leadership of

our new Senior Director of SHE. To be

fully activated in 2026, it builds on the

strong foundation of our zero harm

behaviours, puts additional focus on

supporting front-line leaders and drives

a ‘One Weir’ approach.  Encouragingly,

we saw an improvement in TIR in the

second half of 2025 and are committed

to maintaining that momentum in 2026.

We continue to elevate the importance

of employee wellbeing and mental

health with a clear message that it’s ok

not to be ok. Colleagues marked World

Mental Health Day and our numbers of

trained mental health first aiders

increased. We continued to provide

access to mental health services and

support, expanding our Employee

Assistance Programme provision to all

Weir sites globally. Our commitment

was recognised in CCLA Investment

Management’s 2025 Corporate Mental

Health Benchmark UK 100. We achieved

Tier 1 status for the first time, alongside

only nine other companies.

è Read more on our website at

global.weir/careers/health--wellbeing

Managing SHE

Our 'Zero Harm. Every Day.' guide details

our approach to managing SHE risk and

includes our Zero Harm Behaviours

Framework and SHE Management

System (page 66). It must be followed by

all sites and includes SHE standards and

protocols that are aligned to ISO 14001

and 45001, to which we also maintain

certification at higher risk sites. New sites

joined the Group through acquisition in

2025 which contributed to a lower

accreditation rate of 58% (2024: 67%).

We have plans in place to increase the

number of sites that obtain ISO

accreditation in 2026.

Our SHE Management System also sets

out minimum standards for controlling

environmental risks to air, land and

water. During the year ended 31

December 2025, there were no major or

catastrophic category environmental

incidents, penalties or fines reported at

sites under our operational control.

	Strategic initiatives – Achieve and sustain a zero harm workplace – Nurture our inclusive ‘One Weir’ culture – Create a future-ready workforce enabled by AI
	Link to sustainability strategy
	People KPIs
	Total incident rate1 0.52 (2024: 0.42)
	Employee net promoter score2 49 (2024: 47)
	% female representation 19% (2024: 19%)
	è Read more on pages 41 to 42
	Related principal risks
	Notes 1. Total incident rate is an industry standard indicator that measures lost time and medical treatment injuries per 200,000 hours worked. 2. eNPS (employee net promoter score) is an index used to measure employee satisfaction levels. 3. Based on Peakon’s manufacturing sector benchmarks.

è Read more on pages 74 to 84

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	30

Strategic progress

People continued

An inclusive, One Weir culture

We continue to invest in creating an

inclusive environment where people

can do the best work of their lives. 2025

has seen momentum on inclusion, led

by our senior-level ID&E steering

committee and brought to life through

a number of active taskforces. During

the year, we introduced global learning

and development programmes focused

on inclusive behaviours and have

refreshed our recruitment practices. We

also introduced an inclusive workplace

standard that sets expectations for

gender-specific needs, religious

accommodations, safety and security at

our facilities globally.

Our network of employee-led affinity

groups strengthened with new chapters

and we are expanding the network to

other under-represented groups.

Females represented 19% of employees

in 2025 (2024: 19%).

Employee engagement remains high

with an 87% participation rate in our

global survey. The 63,000 comments

reflect employees’ strong belief in the

value of their feedback. Our eNPS rose to

49, placing Weir in the top 10% of our

sector3 with strengths including a

supportive culture, teamwork,

inclusiveness, safety and growth.

è Read more on page 97

Our Weir values awards programme,

introduced in 2025 to recognise

employees’ contribution and build

connection with our brand and purpose,

reopened for entries in December and

has drawn even more nominations.

Winners will be announced in April 2026.

è Read more on page 99

Rating key

Meets or exceeds on-target          Between threshold and on-target          Below threshold

Building capabilities and talent

We continued to support and engage

employees in their own development

through access to high-quality learning

offerings and in 2025, learning

completions were up 15% on the prior

year. Our focus on our first-line leader

population saw a further 16 cohorts

complete our leadership foundations

programme with many more

embracing our new programme

designed to broaden their knowledge of

our products. Towards the end of the

year, we introduced a new learning hub

for leaders and launched an extensive

new resource to support them in

building great teams.

Engagement in our succession planning

processes improved again,

strengthening our ability to identify and

grow talent to fill leadership and

business-critical positions in the future.

In addition, our improved voluntary

attrition rate of 7.7%4 (2024: 7.9%)

reflected our efforts to support

colleague retention. We have also

worked on refreshing our employee

value proposition, which we will activate

during 2026..

We continue to focus our community

partnership activities on projects with

strong community, health and

education themes, including raising

awareness of careers in science,

technology, engineering and maths

(STEM) among young people and

under-represented groups. Total

charitable donations in 2025 amounted

to £426,214 (2024: £486,715) with

examples of activities on our website:

global.weir/charity-and-outreach

Supporting colleagues

through change

We continued to deliver our

Performance Excellence programme to

ensure we are structured and set up to

run efficiently and effectively. This has

been challenging for certain parts of the

business and for individuals. In addition,

we have welcomed around 800 new

colleagues through acquisitions this

year. We have been thoughtful in our

cultural integration approaches and

throughout all these changes, in line

with our values, we have done our

utmost to be open and transparent,

treat people with respect and provide

them with support.

Creation of our Software

Solutions business

The acquisition of the Micromine and

Fast2Mine businesses brought new

cultural aspects relating to software

development that have underpinned

their success to date. To ensure these

endure, we have established our

Software Solutions business within our

ESCO Division to ensure the agility,

scalability and growth expected in a

tech-driven environment, while

leveraging the values and significant

resources of Weir.

The Micromine employee survey,

conducted seven months post-

acquisition, saw strong participation with

an engagement score at a four-year

high and in the top quartile of the

relevant benchmarks. These results

reflect our ongoing commitment to

foster a collaborative, inclusive and

high-performing work environment. 

	Link to remuneration — 2025 scorecard
	Strategic measures
	Retain our talent
	Succession planning
	Maintain engagement score in top quartile of Peakon’s manufacturing benchmark
	ESG measures
	Improve our safety TIR
	Improve our gender and ethnic diversity
	Improve our CCLA Corporate Mental Health Benchmark score
	è Read more on pages 139 to 142
	2026 bonus measures
	Strategic measures
	Maintain engagement score in top decile of manufacturing companies
	Deliver AI upskilling training
	ESG measures
	Safety — improve our safety TIR
	Inclusion — improve our female gender diversity across all job bands
	è Read more on page 133

Note

4. The 2025 KPI was subject to

independent limited assurance

by SLR Consulting.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	31

People case study: Strategy in action

	From grassroots insights to global standards We're working hard to build an inclusive culture where everyone feels they belong. Our global engagement survey guides our actions, and colleagues told us that inclusion needed to feel more consistent across sites. In response, the Weir Women’s Network affinity group led a grassroots effort with International Women in Mining to research, pilot and shape our new inclusive workplace standard. The result is a clear, practical framework that helps each site understand its starting point and take deliberate steps to improve. It addresses real barriers - from gender and religion to safety and security - and makes inclusion visible in day-to-day work. The standard is already shaping major decisions on inclusive site designs, from braille signage to wellness rooms and gender-neutral facilities. By embedding inclusion into how we plan, build and operate our workplaces, we are creating environments where more people can feel they truly belong.

Inclusion isn’t

just a policy - it’s

a promise. When

we design spaces

where everyone

feels respected

and empowered,

we unlock the

full potential of

our people and

our business.

Sean Fitzgerald

President of ESCO Division

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	32

Strategic progress

Customer

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

We have a clear brand

proposition – to deliver

mining technology for a

sustainable future. Our

voice-of-customer-led

strategic growth initiatives

focus on delivering the best

performing products and

sustainable solutions,

underpinning our

commitment to outgrow our

markets through the cycle.

2025 performance

We have made good progress across

our strategic growth initiatives,

supporting customers with solutions for

challenges across their operations –

extraction, comminution, processing

and tailings. In addition, in acquiring

Micromine we have significantly

strengthened our mining software

offering, supporting customers with

data-led solutions for their exploration,

design and planning activities.

At the extraction stage, we maintained

leadership in our core ESCO® branded

ground engaging tools (GET) technology,

winning 159 net major digger

conversions, 18% more than in 2024. We

won several orders for mining buckets in

the key growth market of Australia.

Globally, we continued to gain traction

with our ESCO® Nexsys® next-generation

lip and GET system following commercial

launch in September 2024.

Towards the end of 2025, we announced

our agreement to acquire full control of

our Chilean joint venture, ESEL. This

strengthens our direct market channels

and manufacturing capabilities for GET

in South America, accelerating our

long-term market growth opportunity

in the LATAM region. 

Across comminution, processing and

tailings, we supported customers with

innovative mining technology solutions

that deliver both productivity and

sustainability benefits. We secured a

significant £40m order from Codelco, the

world’s largest copper producer, to

supply a large scale energy-efficient

tailings transportation solution for its

Talabre tailings dam expansion project in

Chile. The expansion is expected to have

a total productive life of 20 years, and

handle a slurry thickened to c.70% solid

content – creating the opportunity to

reuse process water and increasing the

safety and stability of the storage facility.

Our solution includes a digitally enabled

combination of GEHO® positive

displacement pumps and WARMAN®

centrifugal pumps to handle the large

volume and high solid content of tailings.

It will transport over 10,000 dry tonnes

per hour using less energy than other

available solutions and after

commissioning, aftermarket support will

be provided locally by our strong service

centre presence in the region.

Over the year, we continued to expand

market share in large WARMAN® mill

circuit pumps, converting over 90% of

our competitive field trials and securing

a notable win in North America for a

major copper project.

We took steps to bolster our market

channels and manufacturing footprint in

North America with the acquisition of

Townley. Bringing the Townley team into

Weir is enabling us to serve customers

in the region more effectively and

sustainably. It strengthens our position

in the rapidly growing market for

phosphate, an important mineral in the

fertilisers used in food production to

support a growing population.

We are also strengthening our ability to

serve customers and drive growth in

Saudi Arabia’s rapidly developing

mining industry. The establishment of

our joint venture with Olayan Saudi

Holding Company is progressing well

and we expect to start operations by the

shortly, pending customary government

approvals.

	Strategic initiatives – Be recognised as a thought leader in the transformation of mining – Deliver smart, efficient and sustainable outcomes for customers – Grow faster than the market via exceptional technology and service
	Link to sustainability strategy
	Customer KPIs
	Revenue in 2025 £2.6bn (2024: £2.5bn)
	è Read more on pages 41 to 42
	Related principal risks

è Read more on pages 74 to 84

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	33

Strategic progress

Customer continued

Establishing our software solutions

offering

During the year, we accelerated our

digital strategy with the acquisition of

Micromine, a top-tier global

equipment-agnostic software provider

to the mining industry. Micromine®

solutions span critical mining operations

from exploration through mine design

and planning, operational scheduling

and mining operations in hard ore, soft

ore and underground applications,

delivering compelling productivity gains

for customers. In November, we

extended our offering with the addition

of Brazilian software solutions provider,

Fast2Mine, and are integrating our

MOTION METRICSTM ruggedised vision

technology into our software portfolio.

With strong customer retention, annual

recurring revenue in Micromine grew by

24% and we made good early progress

in leveraging Weir’s global footprint to

unlock new sales opportunities with

several Tier 1 miners.

Championing zero harm

for our customers

Our zero harm safety culture is equally

important on our customers' sites. We

embed product stewardship within our

SHE Management System to ensure we

take a cohesive and consistent

approach to support customer health

and safety.

A strategic partner and thought leader

in mining's transformation

As the global mining industry seeks to

scale up and clean up to deliver more

critical minerals for the energy transition,

there is recognition that these must be

produced in a more sustainable way.

Rating key

Meets or exceeds on-target          Between threshold and on-target          Below threshold

As a strategic partner, we are

accelerating the shift to more

sustainable mining with our end-to-end

technology solutions. Our brand

strategy – mining technology for a

sustainable future – supports our

ambition to lead in the industry and we

have progressed a number of initiatives

to help boost recognition of the critical

role of mining in a low-carbon society

and drive traction for technological

change. 

During the year, we introduced Mined

Shift — a new podcast that explores the

metals and minerals that power modern

life and their role in building a

low-carbon future. With over 1.3 million

listens of Mined Shift so far, we are

forging new partnerships across the

value chain and helping build a stronger

reputation for the mining industry.

è Watch or listen to Mined Shift on

your preferred podcast platform or

app global.weir/podcast

Accelerate sustainable mining

We have continued to amplify efforts

and deliver outcomes that accelerate

sustainable mining for our customers.

We have made good progress towards

our remuneration-linked sustainability

goals and KPIs centred around helping

customers use less energy, use water

wisely and create less waste.

We continued to build out our work on

avoided emissions to unlock the

significant opportunities to reduce

energy use and emissions in minerals

processing and encourage adoption of

more sustainable technology. Through

our work1 we have demonstrated

avoided emissions impact of our

redefined solutions for the comminution

process, which can reduce energy use

by 40% and avoid up to 50% CO2e at

20% lower operating costs compared to

conventional technology. Our

assessments also include the impact of

our GEHO® pump range. Our

sustainability KPI of avoided emissions

through customers' use of energy

efficient solutions is to increase avoided

emissions against our 2023 baseline. In

2025, overall avoided emissions

increased to 446,239 tCO2e (2024:

442,894 tCO2e).

è Read more on page 54

Water is essential to mining but the

industry faces a dual challenge:

declining ore grades and intensifying

water stress. Climate change is making

water availability more unpredictable,

with mines facing both scarcity and

excess at different times. These

pressures are reshaping our industry’s

sustainability landscape and

demanding new approaches.

Water management represents a

significant opportunity and in

November, we launched ‘Untapped’, our

industry report to prompt new thinking

and actionable guidance.

The report brings together perspectives

from a diverse group of industry experts

and elevates water technology

innovation from a bespoke, site-level

lens to a strategic, corporate priority. It

discusses how integrated, end-to-end

thinking and innovative combinations of

proven technology can unlock

operational resilience, community trust,

and investor confidence.

è Read more on our website at

global.weir/untapped

	Link to remuneration — 2025 scorecard
	Strategic measures
	Execute our strategic growth initiatives
	Position Weir as a mining technology solutions partner
	Refresh key account strategy
	ESG measures
	Customer avoided emissions
	Customer water and waste impact
	è Read more on pages 139 to 142
	2026 bonus measures
	Strategic measures
	Execute top growth initiatives
	One Weir' strategic customer partnering
	ESG measures
	Customer avoided emissions
	Water intensity of tailings flowsheet
	è Read more on page 133
	Note 1. global.weir/newsroom/global- news/new-study-by-weir- highlights-big-energy-saving- opportunity-in-mining/

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	34

Customer case study: Strategy in action

	'One Weir' in action at Reko Diq Reko Diq is one of the world’s largest undeveloped copper‑gold deposits and a flagship greenfield project in Pakistan’s Balochistan province. Targeting first production in 2028 with a projected 40+ year mine life, it represents a tier‑one source of critical minerals that are vital for the global energy transition. At this strategically important site, Weir’s Minerals and ESCO Divisions are delivering a fully integrated solution. Our energy‑efficient flowsheet - featuring ENDURON® HPGRs and screens, WARMAN® slurry pumps and CAVEX® hydrocyclones - is paired with ESCO’s GET systems, mining buckets and MOTION METRICS™ digital tools to maximise productivity and reduce operating costs. Supported by local service expertise, this 'One Weir' approach will enable responsible minerals extraction and processing in a challenging, water‑scarce environment.

Reko Diq reflects our

commitment to mining

that delivers progress

responsibly, efficiently

and for the long term.

Andrew Neilson

President of Minerals Division

Less energy using ENDURON® HPGR, up to:
40%

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	35

Strategic progress

Technology

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

Technology leadership is core

to our success and we are

investing in the development

and commercialisation of

transformative new

sustainable technologies

that will drive future growth.

Our technology-led

value proposition

Weir’s mining technology operates in

some of the harshest conditions on

earth in an industry where downtime

can cost our customers tens of millions

of dollars a day. In our engineered

hardware businesses, our core value

proposition is lowest total cost of

ownership. Our products operate more

efficiently, so use less energy and water,

and last longer than alternative

solutions. As a result, spare parts need

to be replaced less frequently.

Technology development is

underpinned by our strengths in

engineering and materials science,

manufacturing know-how and deep

customer insight, increasingly enabled

by intelligent automation. We have

some of the world’s leading

metallurgists, materials scientists, data

scientists and foundry experts in our

team, and our exotic alloys and specific

foundry processes give our products

their extended, best-in-class wear life.

Higher performing, longer lasting

products also bring inherent

sustainability benefits. Embodied carbon

emissions are lower because less metal

is being poured, less waste is being

created and less carbon is expended in

supply chains.

Recognising the significant opportunity

for digital technology to transform

productivity and sustainability in mining,

we have boosted capability in this

space. Through our acquisition of

Micromine in April 2025, we have the

broadest portfolio of equipment-

agnostic software solutions across the

value chain. Our team of commercially

facing geologists and mining engineers

understand the challenges and

opportunities in mining and have

credibility with our customers. Our goal

is to develop the best, feature-rich

technical solutions that harness AI and

the cloud to improve efficiency.

Technology strategy

driving growth

Given the critical role of mining as an

enabler in the energy transition and the

industry’s imperative to scale up and

clean up, we are investing in R&D to

deliver innovative transformational

technology solutions aligned to our

customers’ biggest priorities:

– move less rock;

– use less energy;

– use water wisely;

– create less waste; and

– boost with digital.

These themes underpin our technology

strategy and form the framework of our

enterprise technology roadmap (ETR)

through which we prioritise and allocate

our engineering and R&D resources to

address our customers' needs and drive

future growth for Weir.

We continue to target investment in

R&D of 2% of revenue, differentiating

ourselves further and prioritising spend

based on voice-of-customer feedback

and projects. These include:

– protecting our core business through

investments in materials science and

core engineering capabilities;

– developing new products and

solutions that will address our

customers' biggest sustainability

challenges;

– unlocking new levels of productivity

through digital, data management

and AI; and

– leveraging strategic alliances and

acquisitions to accelerate our organic

strategy.

	Strategic initiatives – Protect the core with continuous design and value proposition enhancements – Broaden transformational solutions offering across the mining value stream – Build the leading software solutions provider to the mining industry
	Link to sustainability strategy
	Technology KPIs
	R&D investment as a percentage of revenues in 20251 2.2%    ( 2024: 1.9%)
	è Read more on pages 41 to 42
	Related principal risks
	R&D investment as a percentage of revenues for the year ended 31 December 2025 was subject to independent limited assurance by PricewaterhouseCoopers LLP (PwC) in 2025. For PwC's Limited Assurance report see our website at: global.weir/2025/sustainability/ PwC_assurance     Please refer to our KPI reporting methodology at: global.weir/2025/ sustainability/ KPI_reporting_methodology

è Read more on pages 74 to 84

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	36

Strategic progress

Technology continued

2025 performance

During 2025, we undertook a

comprehensive review our ETR, evolving

it to reflect the progress we’ve made to

date, latest voice-of-customer insights

and our significantly stronger

capabilities in mining software and

digital solutions.

Revenue from new products introduced

in the last five years was £152m (2024:

£144m) reflecting the success of recent

new products in the market. We

maintained our extensive in-house

technology development programmes

and continued to collaborate with

customers around the world to develop

transformational flowsheets that make

mining more sustainable. R&D

investment in the year1 of £55.2m (2024:

£46.5m) was 2.2% (2024: 1.9%) of

revenues. driven primarily by increased

investment in comminution technology

and software solutions.

We continue to invest in expanding our

technology offering to address our

customers' most pressing operational

challenges. In extraction, following the

successful launch of our ESCO® Nexsys®

system in late 2024, we have extended

the underlying technology and

introduced ESCO® VertasysTM for the

construction sector. 

Our Production Master® capital buckets

technology gained good traction in

2025. Its lighter-weight design allows for

greater loads with each dig and its

robustness in the key areas of wear

enables customers to lengthen their

maintenance cycles. Integration with our

MOTION METRICSTM digital capability has

provided further performance benefits.

Rating key

Meets or exceeds on-target          Between threshold and on-target          Below threshold

Across the mill circuit we delivered

several important developments to

enhance our transformational

flowsheets, including the introduction of

a new generation of ENDURON® cone

and jaw crushers that lower operating

costs, improve production efficiency

and lower carbon emissions. For the first

time, the range features ESCO® wear

parts as we leverage the breadth of

Weir's technology. The new crushers

complement our ENDURON® screens

and HPGRs, enabling customers to build

fully integrated flowsheets that reduce

energy consumption and improve

overall performance. We have also in-

house developed improved vertical

stirred mills technology with novel

proprietary features, further enhancing

our energy-efficient comminution

flowsheet and displacing the need for

ball mills. We have already received our

first order, generating an important

reference for the new technology which

will be launched under our ENDURON®

Optimil brand..

Alongside technology development

within our flowsheets, we have

strengthened our portfolio through a

number of strategic partnerships. In

May, we announced our strategic equity

investment into minerals processing

company, CiDRA, giving us access to

CiDRA’s P29 transformational separation

technology. This new technology is

highly complementary to our range of

separation solutions and is proven in

showing that grinding at a larger particle

size can increase the throughput of an

existing grinding circuit by over 40%. We

are working with CiDRA to leverage P29

and integrate it into our flowsheet

solutions.

Through a new partnership, we are

integrating Viking Analytics' customised

AI software into our NEXT intelligent

solutions platform, delivering predictive

analytics that enhance uptime and

streamline maintenance performance.

We continue to see good traction for

NEXT with over 110 customer sites

onboarded over the last three years.

Within our newly created Software

Solutions business, we continually

develop our products to stay ahead and

maintain our competitive edge. Twice a

year, we launch new features across

each of our products, guided by direct

customer feedback, with a flagship

annual release – Micromine Momentum

– every October. The latest launch

included several new AI features

embedded within our NEXUS integration

platform, bringing the broadest set of

mining software features into one user

interface for our customers.

We increased the MOTION METRICSTM

portfolio of solutions with the

introduction of the ShovelMetricsTM

payload monitoring system for rope

shovel applications this year, and are

progressing well towards full migration

to a subscription-based model. The

addition in November of the Fast2Mine

platform further expanded our software

portfolio with comprehensive mine

management solutions for both open-

pit and underground mining operations.

The acquisition accelerates Weir’s

strategy to provide leading software

solutions to the mining industry and

harness digital technology to drive

productivity and sustainability.

	Link to remuneration — 2025 scorecard
	Strategic measures
	Revenue from new products
	Boost with digital
	Execute our Enterprise Technology Roadmap to plan
	ESG measures
	Progress our priority R&D projects
	è Read more on pages 139 to 142
	2026 bonus measures
	Strategic measures
	Revenue from new products
	Build leading software solutions
	ESG measures
	Progress our priority R&D projects
	è Read more on page 133
	Note 1. Continuing operations.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	37

Technology case study: Strategy in action

	WARMAN®: Engineered for reliable performance WARMAN® pumps are recognised across global mining for their reliability, long wear life and consistent performance in demanding mill circuit applications. Our flagship WARMAN® MCR® range demonstrates this capability at scale. In high‑volume copper and iron ore operations, these pumps provide the robustness and hydraulic efficiency required to improve reliability and reduce total cost of ownership. At a large North American copper mine, Weir partnered with the operator on a multi‑year upgrade programme, replacing ageing competitor pumps that were driving rising maintenance costs and unplanned downtime. Using advanced design tools, engineered bolt‑in components and improved lining materials, the upgraded installations delivered safer maintenance, extended wear life and improved hydraulic efficiency. The final MCR® pump installation extended component life by over four times, delivering annual savings of US$1.1 million and a 40% improvement in cost efficiency, while also reducing energy use and spare parts consumption. This performance reinforces WARMAN® pumps as a trusted solution for safer, more efficient and sustainable mineral processing.

Increase in wear life:			Annual savings:
>4x			$1.1m

WARMAN mill

pumps boost reliability

and efficiency while

cutting costs, proving

how partnership and

innovation can

transform performance,

in the most demanding

mill circuits.

Charlie Stone

Vice President, Sales & Marketing

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	38

Strategic progress

Performance

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

With a performance focus

and continuous improvement

mindset we are taking Weir

from good to great and an

even better place to work.

We are delivering strong,

sustainable financial outcomes

to support future growth,

while reducing our own

environmental impact.

2025 performance

Delivering Performance Excellence

Performance Excellence is our business

transformation programme. Launched

in 2022, it is optimising the structure of

our operations and driving synergy

across our processes, creating the

platform for compounding growth

in the years ahead.

The programme centres around three

key pillars. Capacity optimisation

focuses on opportunities to consolidate

in some areas to be closer to our

customers and better service their

needs. The second pillar is lean

processes, driving these across our

manufacturing operations and global

value streams and building on our

culture of continuous improvement.

Through functional transformation we

are bringing a consistent global

business services approach for support

functions, while leveraging foundational

systems and technology.

During the year, we progressed

significant facility moves and

reconfigurations, particularly across the

Asia Pacific (APAC) and Europe, Middle

East and Africa (EMEA) regions in the

Minerals Division. These complex

programmes are optimising capacity

and bringing us closer to our customers

in key growth regions, strengthening our

agile customer-centric business model. 

We continued to embed lean processes

through our Divisions, driving and

optimising customer fulfilment through

clean, agile operations. Minerals Division

is benefiting from strong momentum in

its lean operating framework – the Weir

Integrating Network System (WINS).

WINS is delivering significant operational

savings, for example from a new

‘configure to order’ product selection

process, which is driving down scrap

rates and warranty costs, while

improving on delivery and lead times.

In the ESCO Division, continuous

improvement initiatives to optimise its

global foundry network have driven

further improvements in key operational

metrics and delivered cost savings

arising from quality-related issues. A

flexible footprint also allowed ESCO to

successfully navigate uncertainty from

tariffs and supply chain disruptions,

minimising potential customer impact.

In 2025, we benefited from the

functional transformation activities to

bring together transactional processes

in Finance, IT and HR under a global

shared business services model – Weir

Business Services (WBS). Having

completed the transformation phase,

we continue to optimise the model,

leveraging technology to deliver

high-quality efficient business

processes across Weir.

Overall, Performance Excellence has

progressed at pace and has delivered

cost savings ahead of plan. The

outcomes of the programme in 2025

have supported margin improvement

and cash management strategies, while

also driving customer satisfaction

through elevating our levels of service

and customer care.

Reducing our footprint

We have set ambitious emissions

reduction targets for scopes 1, 2 & 3 that

were approved by the Science Based

Targets initiative (SBTi) in March 2023.

We track climate risks and opportunities

annually as part of our strategic

planning process and engage externally

on key issues, such as how to create the

right frameworks for our industry.

	Strategic initiatives – Optimise customer fulfilment through clean, lean and agile operations – Leverage technology to deliver high-quality efficient business processes – Maintain best-in-class operating margins and cash conversion
	Link to sustainability strategy
	Performance KPIs
	Adjusted profit before tax1,2 £447m (2024: £428m)
	Free operating cash conversion 92% (2024: 102%)
	Adjusted operating margin1,2,3 20.2% (2024: 18.7%)
	è Read more on pages 41 to 42
	Related principal risks
	Notes 1. Continuing operations. 2. Profit figures before adjusting items (note 2 of the Group Financial Statements). 3. 2024 restated at 2025 average exchange rates.

è Read more on pages 74 to 84

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	39

Strategic progress

Performance continued

Our continued focus on driving down

CO2e emissions across our own facilities

has now delivered a cumulative 31%

absolute reduction in our scope 1&2

market-based emissions since 2019

and we remain well on track to achieve

our goal of a 30% reduction by 2030,

versus our 2019 baseline. Following a

number of significant acquisitions in

2025, we will review our 2019 baseline

during 2026.

Our absolute scope 1&2 footprint in

2025 of 126,338 tonnes CO2e (2024:

133,488 tonnes CO2e) is 1% lower than

the prior year. We are focusing on a

combination of energy efficiency

initiatives and increasing low-carbon

electricity supply as set out in our

updated climate transition plan on

pages 59 to 60. Renewables now make

up 34% of our total electricity supply

(2024: 31%) and 14% of our total energy

(2024: 12%). Initiatives included the

installation of solar panels at our Alrode

facility in South Africa and optimising the

energy efficiency of equipment at our

foundries in Xuzhou, China and Port

Hope, Canada.

We continue to disclose to CDP Climate

to show corporate transparency on our

climate change performance and were

awarded an ‘A’ score for climate

transparency for the fourth consecutive

year. Our CO2e reporting is externally

assured as part of our assurance

roadmap described on page 64.

è Read more about our transition plan

and how we manage climate risk on

pages 59 to 60. Download the plan

at global.weir/sustainability/

climate-transition-plan

Rating key

Meets or exceeds on-target          Between threshold and on-target          Below threshold

Alongside our focus on reducing

greenhouse gas emissions, we

responsibly manage water

consumption, prioritising water-stressed

operating locations. Water is used for a

limited range of manufacturing

processes such as rubber manufacture

and cooling of cast components. We

aim to implement programmes aligned

to Alliance for Water Stewardship

guidelines in all sites identified as water

stressed. As part of our CDP disclosures,

we also cover questions relating to

water.

Waste from foundries is our major waste

stream and we seek to rethink, reduce,

reuse and recycle to minimise it. We

focus initiatives on sand, metal scrap,

elastomer scrap and dust, which are the

most significant waste streams in our

operations. In 2025, 78,247 tonnes of

scrap metal were reused in our

foundries (2024: 82,419 tonnes).

Our approach to managing water and

waste in our operations is underpinned

by our SHE Management System. Our

SHE teams track energy, water and

waste impacts at local level and work

with operations teams to implement

initiatives to reduce our footprint,

prioritising major sites.

Sites around the world continue to focus

on projects towards our goal to deliver

sustainable Weir. In North America, for

example, following the acquisition of the

Townley business and its US foundry, our

combined teams identified a new

opportunity to collaborate to recycle

scrap from multiple sites in the US and

Canada. Accelerating work already

underway by the Townley team, the

project introduced new processes to

convert scrap collected from customers'

worn parts into a resource, supporting a

circular outcome and delivering cost

savings, operational improvements and

process efficiencies.

Expand margins and deliver

strong cash conversion

On a constant currency basis, adjusted

operating profit grew 15% year-on-year

and adjusted operating margins were

20.2%, up 150bps from 2024, reflecting

the success of Performance Excellence

and the quality of our new Software

Solutions business. Free operating cash

conversion for the year was within our

target range of 90% to 100%, (2025: 92%;

2024: 102%) and reflects higher levels of

inventory in support of our order book

and Performance Excellence related

activities. Similarly, and as a result of

these movements, working capital as a

percentage of sales increased to 22.4%

(2024: 20.7%).

We executed strongly across our

Performance Excellence programme in

2025 delivering cumulative savings of

£59m, ahead of plan. The cash outflow

for the programme was £34m.

We have upgraded our total

Performance Excellence savings target

to £90m, with the final £30m of

incremental savings expected in 2026.

Total costs for the programme are

£113m, less than our prior estimate of

£120m before this upgrade. Beyond this,

the behaviours and practices

embedded through the programme

have created a continuous

improvement mindset, which will

support margins sustainably above 20%

from 2026.

	Link to remuneration — 2025 scorecard
	Strategic measures
	Improve our lean processes
	Optimise our capacity
	Functional transformation
	ESG measures
	Reduce scope 1&2 CO2e vs 2019 base aligned to SBTi
	Implement ESG data assurance roadmap
	è Read more on pages 139 to 142
	2026 bonus measures
	Strategic measures
	Lean performance
	Agile and efficient operations
	ESG measures
	Reduce scope 1&2 CO2e vs 2019 base aligned to SBTi
	è Read more on page 133

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	40

Performance case study: Strategy in action

	Strengthening performance through continuous improvement Across Weir, continuous improvement is strengthening performance, building capability and enhancing customer outcomes. In 2025, the Minerals Division delivered performance improvements through disciplined execution of the Performance Excellence programme, enabled by the Weir Integrating Network System (WINS) lean framework. Value stream management and 6S tools were embedded across operations, improving workflow and management control, delivering average operational efficiency gains of 10% and significant cost savings across multiple regions. In the ESCO Division, our foundry optimisation programme is achieving measurable results with improvements in key operational metrics and cost savings - including a 6% year-on-year reduction in scrap material. Together, these improvements demonstrate 'One Weir' in action - leaner operations, stronger performance and sustained value creation.

Continuous

improvement isn’t

a project - it’s our

mindset, shaping

every decision,

every action,

every day.

Lindsey Farrell

Divisional Chief Operating Officer

Minerals Division's WINS operational efficiency gains:			ESCO Division's year- on-year reduction in scrap material:
10%			6%

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	41

Key Performance Indicators

We have financial and

non-financial metrics to

measure our performance.

	Link to strategy These metrics are aligned to our We are Weir strategic framework - People, Customer, Performance and Technology, and the majority are linked to executive remuneration.
	Link to remuneration In 2025, 60% of Executive Directors’ annual bonus was directly linked to financial KPIs (adjusted profit before tax and free operating cash conversion), 20% was directly linked to progress against strategic measures and 20% directly linked to ESG measures.
	è Further details are provided in the Directors’ Remuneration report on pages 127 to 150
	Key
		Financial metric
		Strategic metric
		ESG metric

Financial performance

Revenue1 £bn
Continuing operations revenue of £2,565m was up 6% on a constant currency basis reflecting strong execution and contributions from acquisitions.
è Read more on pages 47 to 51
Link to strategy People, Customer, Technology, Performance

Adjusted profit before tax1 £m
Continuing operations adjusted profit before tax was £447 m ( 2024 : £428m). Continuing operations adjusting items were £ 82m (2024: £81m). These were mainly due to acquisition-related intangibles amortisation, Performance Excellence and acquisition and integration-related costs.
è Read more on pages 47 to 51
Link to strategy People, Customer, Technology, Performance

Adjusted operating margin1 %
Continuing operations adjusted operating margin was 20.2% , up 150bps on a constant currency basis, exceeding our 20% target a year ahead of plan,  reflecting execution of our Performance Excellence programme and the quality of our Software Solutions business.
è Read more on pages 47 to 51
Link to strategy Performance

Free operating cash conversion ratio 2 %
Free operating cash conversion of 92% (2024: 102% ) met our target of between 90% and 100%. We continue to target operating cash conversion of 90% to 100%.
è Read more on pages 47 to 51
Link to strategy People, Customer, Technology, Performance

Balance sheet efficiency – Net debt to EBITDA 3
Net debt to EBITDA on a lender covenant basis was 1.9 x (2024: 0.7 x) compared to a lender covenant level of 3.5 x. Within our capital allocation policy we aim to keep net debt to EBITDA between 0.5x to 1.5x, and up to 2.0x for acquisitions, with through-cycle 33% adjusted earnings per share being distributed by way of dividend.
è Read more on pages 47 to 51
Link to strategy People, Customer, Technology, Performance

Notes

1. Continuing operations.

2. Total Group.

3. Calculation is on a lender covenant basis

with net debt at average exchange rates.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	42

Key Performance Indicators

continued

Non-financial performance

R&D investment as a percentage of revenues 1 %
Research and development costs of £55.2m (2024: £46.5m) were up on the prior year and equated to 2.2% of revenues. We continue to focus our R&D investment on technologies that accelerate sustainable mining.
è Read more on pages 35 to 36
Link to strategy Technology

Inclusion, diversity and equity: Female representation4 %
Female representation was unchanged at 19% of employees (2024 : 19%). We introduced new inclusion initiatives in the latter part of 2025 and have plans underway that will further strengthen our approach in 2026 to support an increase in % female representation.
è Read more on pages 38 to 39
Link to strategy People

Safety1,4 (total incident rate5)
Our total incident rate (TIR) of 0.52 (2024: 0.42) is disappointing relative to our ambition of zero harm. We have revitalised our safety strategy to drive performance improvements in 2026.
è Read more on pages 38 to 39
Link to strategy People

Greenhouse gas emissions: Scope 1&2 CO2e tonnes CO 2e 1,4,6
Scope 1&2 CO2e emissions in 2025 were 126,338 tCO2 e, a cumulative reduction of 31% since 2019, driven by many projects at our sites across the world. This exceeds our Science Based Targets initiative (SBTi)-approved targeted reduction of 30%. Following significant acquisitions in 2025, we will review our 2019 baseline during 2026.
è Read more on pages 32 to 33 , 35 to 36 and page 54
Link to strategy Technology and Performance

Employee engagement (eNPS1,4,7,8)
Engagement levels remained high and our employee net promoter score of 49 keeps us in the top 10% within manufacturing sector benchmarks. Participation in our all-employee engagement survey continued to be strong at 87%.
è Read more on pages 38 to 39
Link to strategy People

The Key Performance Indicators include

a mixture of GAAP measures and those

that have been derived from our

reported results in order to provide a

useful basis for measuring our

operational performance. Adjusted

results are for continuing operations

before adjusting items as presented in

the Consolidated Income Statement.

Details of alternative performance

measures are provided in note 3 of the

Group Financial Statements.

Notes

1. The 2025 KPI was subject to independent

limited assurance by SLR Consulting. 

5. Total incident rate is an industry standard

indicator that measures lost time and

medical treatment injuries per 200,000

hours worked.

6. Market-based greenhouse gas emissions.

For definition, see page 64.

7. eNPS (employee net promoter score) is an

index used to measure employee

satisfaction levels.

8. In 2022, we conducted employee

engagement surveys in both H1 and H2.

R&D investment as a percentage of

revenues for year ended 31 December

2025 was subject to independent limited

assurance by PricewaterhouseCoopers LLP

(PwC) in 2025. For PwC's Limited Assurance

report see our website at: global.weir/2025/

sustainability/PwC_assurance

Please refer to our KPI reporting

methodology at: global.weir/2025/

sustainability/KPI_reporting_methodology

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	43

Operating review: Minerals Division

Our Minerals Division is a

global leader in engineering,

manufacturing and servicing

the processing technology

used in abrasive, high-

wear mining applications.

Its differentiated technology

is also used in infrastructure

and general industrial

markets.

2025 strategic review

We delivered a year of good strategic

progress, including the launch of new

technologies to increase our

addressable market, completing the

acquisition of Townley and delivering

several Performance Excellence

workstreams to support further margin

expansion. Progress across all four pillars

of the We are Weir strategic framework

is outlined as follows:

2025 Divisional revenue
£1,856m
+6%1

2025 Divisional adjusted operating profit
£406m
+11%1,2

Divisional orders by end market %
	Mining	76%
	Industrial	16%
	Naval and marine	4%
	Infrastructure	3%
	Power generation	1%

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

Divisional orders by geography %
	South America	27%
	North America	24%
	Australia	15%
	Africa & Middle East	14%
	Asia Pacific	12%
	Europe & Central Asia	8%

Number of facilities
	Europe & Central Asia	27
	Africa & Middle East	26
	Asia Pacific	22
	South America	22
	North America	22
	Australia	15

People

On safety, the TIR for Minerals increased

to 0.47 (2024: 0.34). Achieving zero harm

remains a core priority for our people

and we have taken targeted actions

across the business to reinforce best

practices. These interventions

contributed to improvements in

incident rates during the second half of

the year, and safety will remain a central

focus in 2026 to sustain this positive

trajectory.

Customer

Growth in 2025 was particularly strong in

Latin America and North America,

supported by elevated mining activity

as customers sought to maximise

production at existing sites, especially in

copper and gold operations benefiting

from favourable commodity prices.

Demand remained healthy across

comminution products and for spares

supporting our GEHO® positive

displacement pumps and WARMAN®

slurry pump equipment.

The Division continues to gain market

share in large mill circuit pumps,

converting over 90% of competitive field

trials during the year, consistent with our

historical success rates. In 2025, we

secured an order to supply the largest

mill circuit pump in North America for a

major copper project. This win was

underpinned by our long-standing

relationship with the customer and our

technological leadership, extending the

installed base of our largest WARMAN®

slurry pump size and unlocking

significant aftermarket opportunities.

Notes

1. 2024 restated at 2025 average exchange rates.

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

The acquisition of Townley significantly

enhances our geographic presence in

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	44

Operating review: Minerals Division

continued

North America, enabling us to serve

customers in the region more effectively

and sustainably. It enhances our domestic

manufacturing platform and strengthens

Weir’s position in the attractive market for

phosphate, an important mineral in the

fertilisers that are needed to support

population growth.

Technology

We continue to invest in expanding our

technology offering to address our

customers' most pressing operational

challenges. In September, the Division

launched the new ENDURON® cone and

jaw crushers, delivering higher

productivity, simplified maintenance

that reduces downtime and provides

sustainability benefits through lower

carbon emissions.

With over 110 customer sites

onboarded over the last three years, our

NEXT intelligent solutions are

transforming how Weir creates and

captures value for customers as the

mining industry focuses on increasing

throughput from existing assets and

minimising unplanned downtime. In

September, we announced a new

strategic partnership with Viking

Analytics, enhancing our digital wear

monitoring solution with their advanced

machine‑learning technology, delivering

further performance benefits to our

customers.

Performance

The Division continues to execute its

core Performance Excellence

workstreams at pace, with strong

momentum building behind our lean

operating framework, the Weir

Integrating Network System (WINS).

Savings from supply chain initiatives,

management and sales realignment in

the Europe, Middle East and Africa

(EMEA) region, and quality

improvements have exceeded our

expectations, demonstrating the

effectiveness of our continuous

improvement approach.

2025 financial review

Orders increased by 5% on a constant

currency basis to £1,879m (2024:

£1,790m), with book-to-bill of 1.01

reflecting the benefits from installed

base expansion and supportive mining

market conditions. OE orders were flat

year-on-year, with strong underlying

growth in small to medium-sized orders

offset by fewer large orders in the year.

In the current year, we received one

large order amounting to £40m from

Codelco, with £67m recognised in the

prior year, relating to the Reko Diq and

OCP projects. AM orders increased 7%

year-on-year, reflecting installed base

expansion, increased demand for pump

spares and comminution parts with a

contribution from pricing. Included in

orders was a contribution of £31m from

Townley, reflecting four months of

ownership post-completion. For the full

year, AM orders represented 75% of total

orders (2024: 74%) and mining end-

markets accounted for 76% of total

orders (2024: 80%).

Revenue increased 6% on a constant

currency basis to £1,856m (2024:

£1,744m), reflecting the strong

execution of the opening order book,

positive mining production trends and

contribution from Townley of £21m. AM

revenue grew by 7%, reflecting a strong

performance regionally in both North

and South America, supported by

positive hard rock mining production

growth. Full year revenue mix shifted

marginally towards AM, accounting for

75% of revenue (2024: 75%).

Adjusted operating profit increased 11%

on a constant currency basis to £406m

(2024: £365m) as the Division delivered

further Performance Excellence

workstreams and operational

efficiencies.

Adjusted operating margin on a

constant currency basis was 21.9%

(2024: 20.9% ). The year-on-year

	Enhancing localised supply and customer reach in North America
	In 2025, we advanced our North American strategy with the acquisition of Townley, adding complementary foundry and manufacturing capabilities that enhance our localised supply chain and strengthen our position in the growing phosphate market. Townley’s expertise broadens our offer, improves lead times and deepens customer partnerships. This acquisition reinforces our commitment to delivering sustainable performance, operational excellence and long‑term value creation across the Minerals Division.
	è	Read more about the Townley acquisition global.weir/ newsroom/global- news/2025/weir-completes- acquisition-of-townley/

improvement of 100bps reflects

incremental savings from Performance

Excellence workstreams and strong

execution across the Division.

Adjusted operating cash flow decreased

by 3% to £440m (2024: £455m)

reflecting growth in operating profit

being offset by an increase in the

working capital outflow to £34m (2024:

£4m). The adverse working capital

movements reflect an increase in

inventory levels supporting site

rationalisation activities and phasing of

OE order deliveries, offset by

improvements in collection of

receivables.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	45

Operating review: ESCO Division

ESCO Division is a global

leader in ground engaging

tools (GET) for large mining

machines. Its highly

engineered technology

improves productivity

through extended wear life,

increased safety and reduced

energy consumption. The

Division also includes Weir’s

Software Solutions business,

which provides a suite of

equipment-agnostic

planning and decision

software (Micromine®) and

AI-powered monitoring

technologies that optimise

mine-to-mill performance.

2025 Divisional revenue £709m +6%1
2025 Divisional adjusted operating profit £152m +22% 1,2

Divisional orders by end market %
	Mining	73%
	Infrastructure	24%
	Industrial	3%

Revenue by original equipment/ aftermarket %
	Aftermarket (AM)	94%
	Original equipment (OE)	6%

Divisional orders by geography %
	North America	56%
	South America	13%
	Australia	10%
	Africa & Middle East	10%
	Europe & Central Asia	7%
	Asia Pacific	4%

Number of facilities
	North America	24
	South America	10
	Asia Pacific	8
	Africa & Middle East	7
	Australia	7
	Europe & Central Asia	5

2025 strategic review

ESCO delivered a positive performance in

the year including growth in core GET

products, expanding the installed base of

MOTION METRICSTM solutions, while further

optimising its foundry network. The ESCO

results include both the acquisitions of

Micromine and Fast2Mine, which

completed during the year. Progress

across all four pillars of the We are Weir

strategic framework is outlined as follows:

People

On safety, ESCO's TIR remained flat at 0.74

(2024: 0.74). After a disappointing start,

incident rates have trended downwards in

the second half of the year, supported by

a series of zero harm spotlight workshops.

We aim to continue this positive

momentum based on learnings from the

year.

Within Micromine, our full year 87%

employee retention rate reflects the

success of our ongoing integration

programme.

Customer

In the year, ESCO grew its market share

in core mining markets, completing 159

net major digger conversions, an 18%

increase in successful conversions

versus the prior year. Through transition

to a subscription-based service,

together with a growing sales pipeline,

MOTION METRICSTM installed base

continues to expand, doubling the

number of new unit installations

compared to a year prior.

ESCO continues to execute strongly

Notes

1. 2024 restated at 2025 average exchange rates.

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

against its key strategic growth

initiatives, including establishing

ourselves as a leading supplier of

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	46

Operating review: ESCO Division

continued

mining buckets, where the Division won

several orders in Australia, a key focus

area for geographic expansion. In

December, it was announced that Weir

will acquire the remaining share of

ESCO’s joint venture ESEL and adopt a

go-direct strategy in Chile. The

transaction will strengthen the Division’s

ability to serve customers across South

America and expand foundry capacity in

a key mining region.

Leveraging our 'One Weir' culture, we

created strong momentum in initiating

warm introductions to prospective

customers from existing relationships in

ESCO and Minerals as part of

Micromine's sales acceleration

programme, with a strong pipeline of

additional qualified introductions

developed for 2026.

Technology

The Division continues to invest in R&D

and innovate its product offering to

customers, with the recent launch of

VertasysTM, ESCO’s next-generation

system for the construction, aggregate,

and utility markets, providing an

increase in wear-life and reduced

adapter change time, which will help

customers minimise operational

downtime.

The MOTION METRICSTM portfolio of

solutions continues to expand with the

introduction of the ShovelMetricsTM

payload monitoring system, installed for

the first time this year in rope shovel

applications.

Micromine's 'Momentum 2026' annual

new product launch included new AI

agents embedded within the software

and full integration across the Nexus

platform, bringing the broadest set of

mining software features into one user

interface to further address our

customers’ most pressing operational

challenges.

Performance

ESCO continues to make significant

progress in optimising its foundry

network, delivering improvements in key

operational metrics, while also delivering

savings from continued reductions in

manufacturing variances such as scrap.

In the year, the Division has also

successfully navigated the global

uncertainty arising from tariffs and

supply chain disruptions, leveraging the

flexibility ESCO has created in its

operational footprint to continue to

provide seamless service to our

customers.

Annual recurring revenue in our

Micromine business grew by 24% on an

annualised basis, in line with our deal

model. Total recurring revenue stands at

88% of total revenue, and customer

retention rose to 94% from the start of

the year.

2025 financial review

Orders increased 11% on a constant

currency basis to £719m (2024: £649 m),

with book-to-bill at 1.01. This reflects

strong demand for our core GET

products in both mining and

infrastructure markets, offset by

normalised demand for dredge

solutions. Orders included £44m from

Micromine reflecting eight months of

ownership. Aftermarket continues to be

the largest part of ESCO accounting for

93% of total orders in the year (2024:

92%). In total, mining end-markets

accounted for 73% of orders (2024: 70%)

and infrastructure accounted for 24%

(2024: 26%).

Revenue on a constant currency basis

increased by 6% to £709m (2024:

£ 667m) including £41m of revenue

from Micromine. Underlying aftermarket

growth was driven by core GET markets

and MOTION METRICSTM solutions, with

original equipment revenue decreasing

by 22% driven by phasing of mining

bucket deliveries.

Adjusted operating profit increased by

22% to £152m (2024: £125m) on a

constant currency basis, reflecting

contribution from Micromine of £17m

and benefits arising from Performance

Excellence workstreams.

Adjusted operating margin on a

constant currency basis was 21.4%

(2024: 18.8%), with the year-on-year

improvement of 260bps reflecting

contribution from Micromine and

incremental Performance Excellence

savings.

Adjusted operating cash flow decreased

by 1% to £155m (2024: £157m)

reflecting growth in operating profit

offset by a working capital outflow of

£22m (2024: inflow of £3m). Adverse

working capital movements reflect the

impact of higher tariffs on year end

inventory balances and the timing of

payments to suppliers.

	Accelerating our direct‑to‑market expansion in Chile
	We advanced our growth strategy in South America through our agreement to purchase the remaining 50% of our ESEL joint venture, strengthening our foundry capacity and enhancing direct access to a region with strong long‑term mining fundamentals. This acquisition accelerates our proven go‑direct strategy, improves supply chain efficiency and deepens customer intimacy. Full ownership enables further operational optimisation and positions us to capture Chile’s significant structural growth opportunities, particularly in copper.
	è	Learn more about the ESCO Division's expansion in Chile global.weir/newsroom/ global-news/2025/weir-to- acquire-esel/

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	47

Financial review

Strong growth in operating

profit and margin expansion

Strong strategic and

operational execution saw

the Group deliver 15%

growth in operating profit

with margins exceeding our

target one year earlier.

Brian Puffer

Chief Financial Officer

Revenue1
£ 2,565m
+6%2

Adjusted operating profit1,3
£518m
+15%2

Adjusted operating margin1,3
20.2%
+150bps2

Notes

1. Continuing operations.

2. 2024 restated at 2025 average

exchange rates.

1. Profit figures before adjusting items

(note 2 of the Group Financial

Statements).

1. Calculation is on a lender covenant

basis with net debt at average

exchange rates.

Overview

Excellent strategic and operational

execution in 2025 saw the Group deliver

year-on-year growth in orders, revenue,

operating profit and operating margins.

We continued to see the benefits of our

Performance Excellence programme,

with cumulative savings ahead of plan.

We have also enjoyed positive

contributions from our strategic

acquisitions activity, in line with deal

model expectations, as well as the

benefit of Minerals revenue mix moving

towards aftermarket (AM).

Continued strong cash generation

resulted in free operating cash

conversion of 92%, within our target

range of 90% to 100%, and supported

year end leverage of 1.9 times4, in line

with our short-term range of up to 2

times for acquisitions. Following

financing activities in the year, our

balance sheet remains strong with

significant liquidity to support our future

growth ambitions.

We enter 2026 with a strong order book

and positive production trends in our

mining markets and we expect to

deliver the full savings benefits from our

Performance Excellence programme.

Combined with full year contributions

from our 2025 M&A activity, we look

forward to further growth and margin

expansion in 2026.

Financial highlights

Continuing operations orders increased

7% on a constant currency basis,

reflecting continued strength in

demand for our solutions and

contributions from our strategic

acquisitions. Demand for AM increased

8%, reflecting high activity levels and

contributions from acquisitions. Towards

the end of the year, we saw

strengthening in AM orders with Q4 up

7% year-on-year and 10% sequentially.

Demand for AM was driven by our

installed base expansion and supportive

mining market conditions in the Minerals

Division alongside growth in core GET

products in both mining and

infrastructure markets. In OE, orders

were flat year-on-year.

Continuing operations revenue

increased 6% on a constant currency

basis, reflecting strong execution of our

opening order book and contributions

from acquisitions. AM revenue increased

8% on a constant currency basis, driven

by strong demand for spares and

expendables. On a reported basis, total

revenues increased 2%, impacted by a

foreign exchange translation headwind

of £95m. Overall book-to-bill was 1.01.

Adjusted operating profit from

continuing operations increased by

£46m (10%) to £518m on a reported

basis (2024: £472m). Excluding a £22m

foreign currency translation headwind,

the constant currency increase was

£68m (15%).

Adjusted operating margin of 20.2%

sees the Group deliver another strong

year of margin progression and is

140bps ahead of 2024 on an as

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	48

Financial review

continued

reported basis and 150bps on a

constant currency basis.

Continuing operations adjusting items

increased by £1m to £82m (2024:

£81m) with the current year mainly

driven by amortisation in respect of

acquisition related intangible assets,

costs associated with our Performance

Excellence programme and acquisition

and integration related costs. These

costs are offset by a gain arising from

the deconsolidation of a US-based

subsidiary of the Group, which is

discussed in the asbestos-related

provision section later.

This resulted in continuing operations

statutory operating profit of £436m

(2024: £391m). After increased net

finance costs, as a result of increased

debt to fund our strategic M&A,

continuing operations adjusted profit

before tax was £447m. This was an

increase of £19m from £428m in the

prior year, after a foreign currency

translation headwind of £22m.

Statutory profit for the year after tax

from total operations of £248m (2024:

£313m) includes an exceptional tax

credit of £9m, compared to £87m in the

prior year, of which £69m related to the

recognition of a deferred tax asset for

US net operating losses, which arose on

the disposal of Seaboard International

LLC as part of the Group's divestiture of

its Oil & Gas Division in 2021.

Adjusted operating cash flow decreased

by £25m to £566m in the year, reflecting

higher operating profits offset by higher

working capital cash outflows of £57m,

compared to an inflow of £8m in 2024.

Working capital as a percentage of sales

is 22.4% (2024: 20.7%).

Free operating cash conversion was 92%

(2024: 102%), within our external target

range of between 90% and 100%.

A free cash inflow of £267m primarily

funded dividends and exceptional cash

flows and, combined with additional

borrowings in the year of £710m,

funded acquisitions of £761m. The

deconsolidation of the US-based

subsidiary's cash balances resulted in a

£37m cash outflow. The net increase in

cash and cash equivalents for the year

was £9.1m (2024: £95.2m).

The net increase in cash and cash

equivalents, combined with additional

borrowings of £710m and increased

lease liabilities of £29m, resulted in net

debt increasing by £739m to £1,274m.

Net debt to EBITDA on a lender covenant

basis was 1.9 times4 (2024: 0.7 times)

compared to a lender covenant level of

3.5 times (2024: 3.5 times).

Acquisitions

The acquisition of Mining Software

Holdings Pty Ltd ('Micromine')

Notes

1. Continuing operations.

2. 2024 restated at 2025 average exchange rates.

3. Profit figures before adjusting items. Total operations adjusted operating cash flow

excludes additional pension contributions, exceptional and other adjusting cash items

and income tax paid. Total operations net cash generated from operating activities was

£385m (2024: £450m).

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

completed on 30 April 2025 for an

enterprise value of Australian Dollar

$1.3bn (£624m). The acquisition was

funded primarily from a new term loan

facility as detailed later. The Group

completed the acquisition of Townley

Engineering and Manufacturing Co., Inc.

and Townley Foundry & Machine Co., Inc

('Townley') on 28 August 2025 for an

enterprise value of US Dollar $150m

(£111m). The Group completed the

acquisition of Fast2 Mine Tecnologia e

Desenvolvimento de Sistemas Ltda

('Fast2Mine') on 11 November 2025, for

an enterprise value of Brazilian Real

172m (£25m).

Results summary

Continuing operations 1	2025	2024	As reported +/-	Constant currency 2 +/-
Orders	£2,598m	£2,439m	n/a	+7%
Revenue	£2,565m	£2,506m	+2%	+6%
Adjusted operating profit3	£518m	£472m	+10%	+15%
Adjusted operating margin3	20.2%	18.8%	+140bps	+150bps
Statutory operating profit	£436m	£391m	+11%	n/a
Net finance costs	£70m	£44m	+59%	n/a
Adjusted profit before tax3	£447m	£428m	+4%	n/a
Statutory profit before tax	£366m	£347m	+5%	n/a
Adjusted effective tax rate3	28.4%	27.7%	+70bps	n/a
Adjusted earnings per share3	123.8p	120.0p	+3%	n/a
Total Group
Statutory profit after tax	£248m	£313m	-21%	n/a
Statutory earnings per share	95.7p	121.1p	-21%	n/a
Adjusted operating cash flow3	£566m	£591m	-4%	n/a
Free operating cash conversion	92%	102%	-10pp	n/a
Dividend per share	41.7p	40.0p	+4%	n/a
Net debt	£1,274m	£535m	-£739m	n/a

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	49

Financial review

continued

The Financial review includes a mixture

of GAAP measures and those that have

been derived from our reported results

in order to provide a useful basis for

measuring our operational

performance. Adjusted results are for

continuing operations before adjusting

items as presented in the Consolidated

Income Statement. Details of alternative

performance measures are provided in

note 3 of the Group Financial

Statements.

Continuing operations orders

Orders
£2.6 bn
+ 7%2

Orders at £2,598m on a constant

currency basis were up 7% on the prior

year. Original equipment orders were

£512m and aftermarket orders were

£2,086m. Excluding the contribution

from acquisitions, orders were up 3%.

Minerals orders increased by 5% on a

constant currency basis to £1,879m

(2024: £1,790m), with book-to-bill of

1.01, reflecting the benefits from

installed base expansion and supportive

mining market conditions. OE orders

were flat year-on-year, with strong

underlying growth in small to medium-

sized orders offset by fewer large orders

in the year. In the current year, we

received one large order amounting to

£40m from Codelco, with £67m

recognised in the prior year, relating to

the Reko Diq and OCP projects. AM

orders increased 7% year-on-year,

reflecting installed base expansion,

increased demand for pump spares

and comminution parts with a

contribution from pricing. Included in

orders was a contribution of £31m from

Townley, reflecting four months of

ownership post-completion. For the full

year, AM orders represented 75% of total

orders (2024: 74%).

ESCO orders increased 11% on a

constant currency basis to £719m

(2024: £649m), with book-to-bill at 1.01.

This reflects strong demand for our core

GET products in both mining and

infrastructure markets, offset by

normalised demand for dredge

solutions. Orders included £44m from

Micromine reflecting eight months of

ownership. Aftermarket continues to be

the largest part of ESCO accounting for

93% of total orders in the year (2024:

92%). In total, mining end-markets

accounted for 73% of orders (2024: 70%)

and infrastructure accounted for 24%

(2024: 26%).

Continuing operations revenue

Revenue
£2.6 bn
+6% 2

Revenue of £2,565m increased 6% on a

constant currency basis. Aftermarket

accounted for 80% of revenues, up from

79% in the prior year. Excluding the

contribution from acquisitions, revenue

was up 4% on a constant currency basis.

Reported revenues increased 2% (2024:

£2,506m), impacted by a foreign

exchange translation headwind of

£95m.

Minerals revenue increased 6% on a

constant currency basis to £1,856m

(2024: £1,744m), reflecting the strong

execution of the opening order book,

positive mining production trends and

contribution from Townley of £21m. AM

revenue grew by 7%, reflecting a strong

performance regionally in both North

and South America, supported by

positive hard rock mining production

growth. Full year revenue mix shifted

marginally towards AM, accounting for

75% of revenue (2024: 75%).

ESCO revenue on a constant currency

basis increased by 6% to £709m (2024:

£667m) including £41m of revenue

from Micromine. Underlying aftermarket

growth was driven by core GET markets

and MOTION METRICSTM solutions, with

original equipment revenue decreasing

by 22% driven by phasing of mining

bucket deliveries.

Continuing operations profit

Adjusted operating profit
£518m
+ 15% 2

Continuing operations adjusted

operating profit increased by £68m,

15%, on a constant currency basis or by

£46m, 10%, on an as reported basis to

£518m.

Minerals adjusted operating profit

increased £41m on a constant currency

basis to £406m (2024: £365m) as the

Division delivered further Performance

Excellence workstreams and operational

efficiencies. Adjusted operating margin

on a constant currency basis was 21.9%

(2024: 20.9%), with the 100bps increase

reflective of incremental savings from

Performance Excellence workstreams

and strong execution across the

Division.

ESCO adjusted operating profit

increased by £27m on a constant

currency basis to £152m (2024: £125m),

reflecting contribution from Micromine

of £17m and benefits arising from

Performance Excellence workstreams.

Adjusted operating margin of 21.4% was

up 260bps on a constant currency basis

(2024: 18.8%), reflecting contribution

from Micromine and incremental

Performance Excellence savings.

Unallocated costs at £40m are in line

with the prior year on a constant

currency basis (2024: £40m).

Statutory operating profit for the year of

£436m was £45m favourable to the

prior year due to the increase in

divisional operating profit offset by the

foreign currency translation headwind of

£22m.

Continuing operations

adjusting items

recognised in arriving

at operating profit

Continuing operations adjusting items

increased by £1m to £82m (2024:

£81m). Intangibles amortisation

increased to £26m (2024: £21m) driven

by intangible assets arising from the

acquisition of Micromine. Exceptional

items decreased to £47m (2024: £55m).

Within exceptional items, costs of £45m

(2024: £36m) were recognised relating

to initiatives across all three pillars of our

Performance Excellence programme -

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	50

Financial review

continued

lean processes, capacity optimisation

and functional transformation.

Exceptional items in the year also

included £16m of acquisition and

integration related costs, primarily in

respect of Micromine, Townley and

Fast2Mine. In addition, a £5m charge has

been recognised in relation to the

unwind of the inventory fair value uplift

recognised as part of the acquisition

accounting for Townley. In line with the

Group's accounting policy, this is

reflected as an exceptional charge on

the basis that it is not representative of

the underlying performance of the

acquired business.

An exceptional gain of £20m has been

recognised on the deconsolidation of a

US-based subsidiary that has been

placed into Chapter 11 bankruptcy

proceedings. This included £5m of

cumulative foreign exchange gains

which have been recycled from the

foreign currency translation reserve.

Other adjusting items of £8m (2024:

£6m) are primarily related to

movements in the legacy US asbestos-

related provision and associated

insurance asset and costs up until the

date of deconsolidation of the US-based

subsidiary which held these balances.

Continuing operations net

finance costs

Net finance costs were £70m (2024:

£44m) with an increase in finance costs of

£20m. The increased costs were largely

due to higher borrowings from the

Micromine acquisition as well as higher

interest on the refinancing of our US debt.

Net finance costs (excluding retirement

benefit-related costs) were covered 8.3

times by adjusted operating profit from

continuing operations on a lender

covenant basis (2024: 12.7 times),

compared to a covenant level of 3.5 times.

Continuing operations

adjusted profit before tax

Adjusted profit before tax from

continuing operations was £447m

(2024: £428m), after a foreign currency

translation headwind of £22m. The

statutory profit before tax from

continuing operations of £366m

compares to £347m in 2024 with the

increase primarily due to higher

adjusted operating profit offset by an

increase in net finance costs.

Continuing operations

adjusted tax charge

The adjusted tax charge for the year of

£127m (2024: £119m) on adjusted profit

before tax from continuing operations of

£447m (2024: £428m) represents an

adjusted effective tax rate (ETR) of 28.4%

(2024: 27.7%). Our ETR is principally

driven by the geographical mix of profits

arising in our business and, to a lesser

extent, the impact of Group financing

and transfer pricing arrangements.

In terms of cash tax, the total Group paid

income tax of £132m in 2025 across all

of its jurisdictions compared to £111m

in 2024. The increase is a combination of

increased profitability across the Group

combined with an increase in

withholding taxes incurred on cash

repatriation to the UK.

Continuing operations

adjusting items tax credit

A tax credit of £9m (2024: £87m) has

been recognised in relation to

continuing operations adjusting items.

The prior year included an exceptional

tax credit of £69m in relation to the

recognition of a deferred tax asset for

US net operating losses, which arose on

the disposal of Seaboard International

LLC as part of the Group's divestiture of

its Oil & Gas Division in 2021.

Continuing operations profit

after tax

The continuing operations profit after

tax before adjusting items is £320m

(2024: £310m). The statutory profit after

tax for the year from continuing

operations is £248m (2024: £315m) with

the reduction driven by the prior year

exceptional tax credit.

Statutory profit after tax

The statutory profit for the year after tax

from total operations is £248m (2024:

£313m), with the reduction driven by

the prior year exceptional tax credit

mentioned above.

Cash flow and net debt

Adjusted operating cash flow3
£566m
-4%

Adjusted operating cash flow decreased

by £25m to £566m (2024: £591m) with

the increase in adjusted operating profit

being more than offset by an adverse

movement in working capital of £65m

( 2025: outflow of £57m vs 2024: inflow of

£8m). The net working capital outflow

reflects higher inventory levels to

support ongoing site rationalisation

activities and large project deliveries.

Payables were also lower due to the

timing of payments to suppliers. Due to

the higher levels of working capital, we

saw an increase in working capital as a

percentage of sales to 22.4% (2024:

20.7%). Non-recourse invoice

discounting facilities, primarily

customers supply chain financing

facilities, of £32m (2024: £35m) were

utilised and suppliers chose to utilise

supply chain financing facilities of £33m

(2024: £34m). Higher cash outflows from

exceptional and other adjusting items

and income tax paid resulted in net

cash generated from operating

activities of £385m (2024: £450m).

The Group entered into an Australian

Dollar $1.2bn term loan facility in February

2025 to finance its purchase of Micromine.

Subsequently, in October 2025, the Group

successfully issued Australian Dollar

$400m five-year bond notes and part

repaid the term loan. In May 2025, the

Group completed the issue of US$950m

five-year bond notes and elected to

reduce its US$800m and £300m

Sustainability-Linked Notes to US$133m

and £150m respectively. These

refinancing activities result in the Group

having £869m of immediately available

committed facilities and cash balances.

Capital expenditure

Net capital expenditure decreased by

£18m to £51m (2024: £69m) primarily

due to proceeds received from the sale

of property in the US. Lease payments

increased to £29m (2024: £25m).

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	51

Financial review

continued

Free operating cash flow
£475m

Free operating cash flow decreased by

£9m to £475m (2024: £484m) with free

operating cash conversion of 92%, within

our target of between 90% and 100%,

albeit lower than the prior year's

outperformance of 102%)(refer to note

3 of the Group Financial Statements).

This broadly reflected higher adjusted

operating profits and the benefit from

property sales proceeds offset by

adverse working capital performance

compared to the prior year. We continue

to target free operating cash conversion

of between 90% and 100%.

Free cash flow (refer to note 3 of the

Group Financial Statements) from total

operations was an inflow of £267m

(2024: £328m). In addition to the

movements noted above, this was

primarily impacted by increased tax

payments of £22m, for reasons

mentioned earlier, and higher net

finance costs of £20m, and higher

settlements of derivative financial

instruments of £12m.

Net debt
£1,274m

Net debt increased by £739m to

£1,274m (2024: £535m) and includes

£156m (2024: £127m) in respect of IFRS

16 'Leases'. The movement primarily

reflects acquisitions of £761m, equity

investments of £15m, dividends of

£108m, exceptional cash flows of £49m,

increased lease liabilities of £29m and

the £37m adverse impact from the

deconsolidation of the US-based

subsidiary's cash balances, offset by free

cash inflow of £267m. Net debt to EBITDA

on a lender covenant basis increased to

1.9 times4 (2024: 0.7 times) compared to

a covenant level of 3.5 times.

Pensions

The Group has a mixture of defined

benefit pension plans and other

employee compensation or medical

plans in both the UK and North America.

The total movement in surplus across all

the Group's schemes was an increase of

£1m (2024: increase of £7m),

comprising a £3m surplus decrease in

the UK Main Scheme and a £4m deficit

reduction in all other schemes. This

reflects contributions of £3m, in line with

the prior year and a positive foreign

exchange adjustment of £2m, being

offset by net actuarial losses of £4m

(2024: net actuarial gains of £5m).

For 2025, the net actuarial loss was

driven by a number of factors including

movements in market conditions and

experience and demographic

assumption updates from the latest

triennial valuation of the UK Main

Scheme. The net actuarial loss in the

year resulted in a charge of £4m (2024:

credit of £5m) being recognised in the

Consolidated Statement of

Comprehensive Income.

Insurance policy assets held for the UK

scheme cover c.60% (2024: c.60%) of the

UK's total funded obligation, reducing

the Group's exposure to actuarial

movements.

The latest actuarial funding valuation of

the UK Main Plan was completed in 2024.

As the valuation reported a funding

surplus, no recovery plan was required

and, therefore, no future deficit

reduction contributions are currently

payable.

Asbestos-related provision

On 28 July 2025, a US-based subsidiary

of the Group, which is co-defendant in

lawsuits pending in the US in which

plaintiffs are claiming damages arising

from alleged exposure to products

previously sold by the US-based

subsidiary that contained asbestos, was

placed into Chapter 11 bankruptcy

proceedings.

Based on this event, it has been

concluded that the Group no longer has

control to direct the activities of the US-

based subsidiary and, as a result, the

subsidiary has been deconsolidated

with effect from 28 July 2025. This has

resulted in the deconsolidation of the US

asbestos-related provision, as well as

cash balances held by the US-based

subsidiary and deferred tax assets. While

the Company has no legal liability, due

to the fact that Court proceedings are

ongoing, and full and final settlement is

not yet known, a provision has been

recognised. The impact of this

deconsolidation resulted in an

exceptional gain of £19.8m.

Key accounting and policy

judgements

The key accounting and policy judgements

are contained within note 2 to the Group

Financial Statements on page 175.

Earnings per share

Adjusted earnings per share from continuing operations
123.8p
+ 3%

Adjusted earnings per share from

continuing operations increased by 3%

to 123.8p (2024: 120.0p). Statutory

earnings per share from total operations

is 95.7p (2024: 121.1p), with the

reduction driven by improved operating

profit offset by the deferred tax credit in

the prior year. The weighted average

number of shares in issue was 258.0m

(2024: 257.8m).

Dividend

Full year dividend
41.7p
+4%

The Board is recommending a final

dividend of 22.1p, resulting in a total

dividend of 41.7p. If approved at the

AGM on 30 April 2026, the final cash

dividend will be paid on 29 May 2026

to shareholders on the register as at

1 May 2026.

Brian Puffer Chief Financial Officer
3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	52

Sustainability at the core

Sustainability is at the core 

of our We are Weir strategy

We are leading by example to deliver sustainable Weir

and working in partnership with customers to accelerate

sustainable mining.

Deliver sustainable Weir

focuses internally on our people,

operations and ways of working.

Champion zero harm

– Champion a zero harm

workplace where everyone goes

home safe and healthy

– Build a world class safety culture

– Prioritise employee health and

wellbeing

– Safeguard the environment in

and around our operations

è Read more on page 29

Nurture our culture

– Inspire our people to do the best

work of their lives

– Maintain strong engagement

– Grow and develop our talent

– Build a truly inclusive, diverse and

equitable culture

è Read more on pages 30 to 31

Reduce our footprint

– To minimise our impact on the

environment

– Reduce energy and CO2e in our

operations

– Rethink, reduce, reuse and

recycle to minimise our waste

– Responsibly manage water,

prioritising water-stressed

operating locations

è Read more on pages 38 to 39

Accelerate

sustainable mining

focuses externally on solving our

customers’ biggest sustainability

challenges

Use less energy

– Innovate solutions to use less

energy, helping customers reduce

both costs and CO2e emissions

è Read more on pages 32 to 37

Use water wisely

– Tailor customer solutions to use

water wisely by reducing

consumption, increasing recovery

and introducing water-free process

steps

è Read more on pages 32 to 37

Create less waste

– Create less waste by helping

customers manage tailings more

safely and sustainably, and

considering the circularity of our

product

è Read more on pages 32 to 37

Champion zero harm

– Champion zero harm is just as

important on our customers’ sites,

both in the safety-first behaviours

and actions of our people and our

product design and stewardship

è Read more on page 33

Strengthen our foundations

– Strengthen our foundations to

meet expectations of all

responsible businesses

– Employ responsible business and

supply chain practices

– Create high-quality sustainability

data, systems and assurance

– Transparently report ESG strategy,

goals and progress

è Read more on page 65

In support of UN Sustainable Development Goals (SDGs)

In support of UN Sustainable Development Goals (SDGs)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	53

Sustainability review: Overview

Our sustainability strategy

focuses on what matters

most: internally, our people,

operations and ways of

working through deliver

sustainable Weir; and

externally, on solving our

customers’ biggest

sustainability challenges

through accelerate

sustainable mining.

Highlights in 2025

Sustainability is at the core of our We are

Weir strategy. We continued to make

progress across all elements of the

strategy in 2025, with performance

measured via priority KPIs.

– Our total incident rate (TIR) 0.52 was a

step backwards from the prior year,

but we are committed to maintaining

the momentum of the pick up in the

second half of 2025.

– Employee net promoter score (eNPS)

of 49 is in the top 10% of

manufacturing companies globally1.

– Absolute scope 1&2 emissions are

down 31% against our 2019 baseline,

so we are well on track to achieve our

2030 SBTi target for a 30% reduction.

Following significant acquisitions in

2025, we will review our 2019 baseline

during 2026.

– We met our target to increase

avoided emissions in 2025, with tCO2e

avoided increasing to 446,239.

è Read more on our strategic progress

on pages 29 to 40

Governance, strategy

and reporting

Our sustainability strategy is overseen

by the Safety, Sustainability and

Technology Committee.

We completed our strategic framework

during 2025, with KPIs identified for

customer water and waste, customer

safety and responsible supply chain

giving us coverage of all high-priority

topics from our double materiality

review in 2023. We plan to establish

measurement in 2026 and report new

KPIs from 2027.

During the year, we further developed

our ESG assurance roadmap, with

oversight from the Audit Committee,

and expanded assurance over our ESG-

related KPIs to cover gender diversity

and talent assured by SLR Consulting,

and R&D % of revenue assured by PwC.

è Read more about our Safety,

Sustainability and Technology

Committee on pages 111 to 112

è Read more about our sustainability

data, systems and assurance on

page 65

We continue to monitor future reporting

requirements, with a particular focus on

the International Sustainability

Standards (ISSB), which will be the basis

of future UK reporting requirements. Our

approach is designed to ensure we

focus on the most material impacts,

risks and opportunities for Group-level

reporting and support reporting by local

entities where required. We were

pleased to maintain our place on the

prestigious CDP Climate A List for the

fourth year in a row.

è Read more about our double

materiality assessment at

global.weir/sustainability/

doublemateriality

è Read more about our ESG strategy,

goals and progress on page 65

Planning our transition to a low

carbon economy

Our approach to climate risk is a critical

element of Weir’s strategy. It will drive

many opportunities in our markets as

mining scales up to meet the demands of

the energy transition and cleans up by

adopting new technology to reduce its

energy, water and waste impact. In 2025,

we refreshed our assessment of risks and

opportunities linked to the transition to a

low carbon economy. We also need to

manage physical risks across our

operations and value chain and deliver

sustained emissions reductions, as set out

in our SBTi-approved targets.

In 2025, we updated our Climate

Transition Plan, informed by the

recommendations of the UK Transition

Plan Taskforce. Our updated report was

published in early 2026. The plan has a

stronger focus on engagement, with

examples from 2025 including our

Untapped report on water risks in mining,

as well as our engagement with the SBTi

consultation on reform of its Corporate

Net Zero standard.

è Read more about our engagement

in our updated transition plan at

global.weir/climate_transition_plan

è Read Untapped – our report about

water management in mining at

global.weir/untapped

Note

1. Benchmark based on global manufacturing

engagement data provided by the

Company's engagement platform.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	54

Sustainability review: Avoided emissions

Overview

Quantifying avoided emissions is a key

strategic programme for Weir and

supports our ambition to accelerate

sustainable mining by helping us

develop compelling customer value

propositions. Our assessments can

inform how we can save money, energy

and CO2e emissions per tonne of ore

processed, helping our customers to

differentiate solutions and understand

the benefits of their investments. The

solutions we have assessed are step-

change offerings that have significant

potential to avoid CO 2e emissions

associated with the mining of critical

minerals needed for the transition to a

low carbon economy.

Reducing energy use and

avoiding emissions

in comminution processes

In comminution – the process of

crushing rock to expose the entrapped

mineral so it can be extracted later in

the mining process – our High Pressure

Grinding Rolls (HPGR) technology can

deliver substantial energy and CO2e

benefits versus conventional

technologies. We have assessed

avoided emissions since 2023.

Reducing energy use and

avoiding emissions in tailings

and dewatering applications

Weir’s GEHO® piston diaphragm pumps

are a positive displacement pumping

solution, which act as an efficient option

for transporting slurry (a mixture of

solids and liquids), particularly when

there is a high solids content. We

quantified the avoided emissions

benefits of GEHO® pumps for the first

time last year and we have built on this

progress by quantifying the impact of

solutions that became operational

during 2025.

Performance and 2026 target

We met our target to increase avoided

emissions in 2025, with tCO2e avoided

increasing to 446,239. Our 2026 target is

a further increase. See page 141 for

more details.

Total emissions avoided (tCO2e)
Circuit type	2025	2024
Total avoided emissions from all qualifying solutions	446,239	442,894

Avoided emissions calculation

We have calculated avoided emissions

data for HPGR-based comminution

circuits that became operational since

2023, and GEHO® pumps that became

operational since 2024, by comparing

the impact of these solutions with the

expected performance of conventional

technologies. Annualised impacts

include the yearly avoided emissions of

solutions that became operational in

previous reporting years that are still in

use during the current reporting year.

For HPGR-based comminution circuits,

we calculate circuit-level savings by

applying specific outcomes from our

previous archetypal study (see

global.weir/AE-study) to the key

performance attributes of each

installation, based on calculated power

consumption, design capacity, run time,

ore type and location-specific emissions

factors, which typically decline year-on-

year. For GEHO® pumps, we calculate

avoided emissions by applying

operational efficiency assumptions to

the key performance attributes of each

installed pump, based on the calculated

power consumption that is required to

achieve the specified slurry flow rate

and operating discharge pressure, as

well as run time and location-specific

emissions factors.

Methodology and notes

Calculation approach

Avoided emissions are calculated according

to the World Business Council for Sustainable

Development (WBCSD) Guidance on Avoided

Emissions, using a year-on-year timeframe

and attributional approach with a medium/

company-specific specificity level. The use

phase only is assessed for both the solution

and the reference scenario. Reference

scenarios are defined on a case-by-case

basis, using the most likely alternative

technology at each site, normally tumbling

mill-based circuits for comminution and

centrifugal pumps for GEHO® applications.

Verification

The 2025 assessment has been externally

verified to a limited level of assurance by SLR

Consulting. A copy of the assurance

statement can be found on our website at

global.weir/2025/sustainability/

SLR_assurance. The assurance work included

a review of the avoided emissions data and

supporting methodology for completeness,

accuracy and appropriateness. Previous

verification has included limited assurance of

our archetypal study (see global.weir/AE-

study) and a high-level review of cradle-to-

grave life cycle assessment data showing

that operational emissions represent the

overwhelming majority (more than 99%) of

emissions across the system life cycle.

Acknowledgements and limitations

We comply with the three eligibility gates of

the WBCSD guidance:

i. our SBTi targets and scope 1, 2 & 3 CO2e

emissions are externally reported at

global.weir/sustainability

ii. the solutions align to the

Intergovernmental Panel on Climate Change

(IPCC) mitigation options for energy

efficiency; and material efficiency/demand

reduction; and to EU Taxonomy activities:

installation, maintenance and repair of

energy efficiency equipment; and

iii. the solutions have a direct and significant

decarbonising effect.

Avoided emissions are reported separately

from our greenhouse gas inventory and we

do not claim them as a contribution towards

climate neutrality. We do not report absolute

life cycle CO2e emissions for the solution and

reference scenarios because differential

assumptions may be used to calculate the

avoided emissions results. Potential negative

side effects have been assessed and we are

confident that the solutions currently in-

scope have no trade-offs elsewhere. Our

solutions often consume less water than the

reference scenario and do not generate

more waste or pollution. We plan to

complete a comprehensive screening versus

the ‘Do No Significant Harm’ (DNSH) criteria of

the EU Taxonomy to support these points.

Application of our technologies is likely to be

in situations — greenfield mine sites, or

brownfield expansions — where production is

likely to increase. However, global mineral

production is driven by market demand,

which is not sensitive to the emissions profile

of production. We, therefore, consider

rebound effects to be minimal. We do not

report revenues for solutions where we have

quantified avoided emissions at present, for

reasons of commercial confidentiality.

However, we have started to track revenues

in line with the EU Taxonomy and propose to

report these in future, subject to the

complexity around accounting rules and our

focus on quantifying impacts when our

technologies become operational, which

may differ from the year of sale.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	55

Sustainability review: TCFD

We continue to embrace and

embed TCFD reporting

We believe that companies should be

transparent about how they plan to

mitigate and be resilient in the face of

climate change and enable a just

transition. The disclosures set out in the

narrative on pages 55 to 62 are

consistent with the four

recommendations and 11

recommended disclosures set by the

Task Force on Climate-related Financial

Disclosures (TCFD). The narrative on

these pages also provides references to

where you can find more information on

our climate-related actions throughout

our Annual Report. In preparing our

disclosure, we have taken into account

the 2021 TCFD Annex (where

appropriate).

Governance

The climate-related governance

structure for 2025 is summarised as

follows and aligns with the underlying

Group model on page 92.

Board

Weir Group’s purpose is to enable the

sustainable and efficient delivery of the

natural resources essential to create

a better future for the world. The Board

considers climate-related issues when

setting annual budgets and business

plans and overseeing major capital

expenditure, acquisitions and

divestments.

Any changes to the Company’s

purpose, strategy and values, including

in relation to the climate-related

aspects of these topics, are reserved for

the Board for approval in accordance

with the matters reserved to the Board.

The Board is responsible for reviewing

and guiding the risk management

process. Climate has been identified as

a principal risk for the Group with

updates provided to the Board three

times a year.

Safety, Sustainability and

Technology Committee

The Board has established a Safety,

Sustainability and Technology

Committee with a role to provide

strategic and governance oversight to

explore the future of the mining industry

and the implications of the Weir Group’s

fully integrated business model, which

includes overseeing climate-related

matters. The Committee performs a

governance role in overseeing

sustainability performance against

agreed sustainability and climate-

related metrics and targets and

providing feedback to the Board or

relevant Board sub-committees, such as

recommendations to the Remuneration

Committee on sustainability and

climate-related KPIs in bonus schemes.

The Committee also conducts an

annual deep dive on the Group's

sustainability strategy and climate-

related targets and the Chair of the

Committee feeds back those

discussions to the Board. The

Committee is supported by the Chief

Strategy and Sustainability Officer

(CS&SO) and management

representatives across the Group, with

responsibility to deliver and report

against their climate-related priorities.

In addition, the Committee, where

appropriate, has sought external input

to widen the discussion on climate-

related matters. More can be found on

pages 111 to 112.

The Audit Committee

The Audit Committee reviews the

effectiveness of the internal controls

and systems for reporting non-financial

data, and the related assurance activity.

This includes climate-related data,

where appropriate. The Audit

Committee is informed about, and

considers, climate-related matters

through its work to oversee the impact

of climate on the financial statements.

Its review of results of the scope 1&2

compliance scorecard responses

(presented by management) also

enables the Audit Committee to

monitor and oversee progress against

goals and targets for addressing

climate-related issues (see page 119).

Remuneration Committee

The Remuneration Committee

considers and agrees scorecard metrics

for safety and sustainability, including

climate-related matters, on an annual

basis.

Nomination Committee

The Nomination Committee considers

sustainability and climate in its

succession considerations. For example,

the experience of Andy Agg in ESG

matters (including his involvement in

the Accounting for Sustainability

Network) was considered in his

appointment.

Group Executive

The Group Executive are responsible for

reviewing the sustainability strategy and

progress against priorities, including

climate, annually in advance of the

Group's strategic planning cycle, to

ensure integration with business

strategy. Material climate-related

emergent topics are presented to the

Group Executive for input and

discussion as required. Annual climate-

related KPIs on the Group Balanced

Scorecard (see pages 141 to 142) are

also defined annually and reviewed

quarterly by the Group Executive as part

of the Group Executive annual schedule,

alongside the other ESG metrics that

collectively make up half of the

balanced scorecard.

Chief Executive Officer (CEO)

The CEO reports directly to the Board

and is responsible for planning Group

climate-related objectives and strategy

for Board approval, along with ensuring

the effective delivery of Group strategy.

Chief Strategy and

Sustainability Officer (CS&SO)

The CS&SO is the Group Executive

member with management

responsibility for climate-related

matters and reports directly into the

CEO. This includes developing and

implementing climate transition plans,

assessing and managing climate-

related risks and opportunities,

and integrating climate-related items

into Group strategy. The CS&SO agrees

management recommendations on

climate-related topics with the Group

Executive, provides climate-related

updates to the Safety, Sustainability and

Technology Committee and is informed

about climate-related issues through

input from their specialist internal team,

as well as various working groups and

third-party advisers.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	56

Sustainability review: TCFD

continued

Strategy

Risks and opportunities

identified

The risks and opportunities table on

pages 61 to 62 outlines the Group's

most material financial risks and

opportunities and considers their

potential impact on financial

performance and position in the future.

Risks and opportunities are prioritised

based on their strategic importance and

potential financial impact. As noted on

page 59, we also track other identified

climate-related risks and opportunities

that currently have a potential financial

impact that is less than our materiality

threshold.

Our risk assessment materiality

threshold is defined in accordance with

set financial thresholds on pages 61 to

1. In this context, our materiality

threshold is a gross risk or opportunity

of 5% of current-year operating profit.

Our time horizons, also on pages 61 to

62, are in line with our Risk Assessment

Criteria and align to the time horizons

used in our strategic planning cycles.

We recognise that climate-related

issues often manifest themselves over

the medium and longer terms, and this

is reflected in our own medium and

long-term horizons of 3 to 5 years, and

+5 years respectively. We have not

identified any potential climate-related

issues that could have a material

financial impact on the Group arising in

our short-term (0-3 year) time horizon.

Risks and opportunities process

The risk management section on page

70 summarises our processes to

identify, assess and manage our

climate-related risks and opportunities

in line with the Weir risk management

framework. In addition, our material risks

and opportunities are validated annually

as part of our strategic plan with

Divisions asked to confirm those risks

and opportunities that are of most

relevance to them, and have the most

significant potential financial impact on

their plans. We also monitor the financial

impact of our climate-related risks and

opportunities to consider factors that

may change their materiality status,

such as the EU Carbon Border

Mechanism Adjustment for our carbon

pricing risk. Outputs are monitored by

the CS&SO and changes to material

risks and opportunities are reported into

the Group Executive as required. In 2025,

we have made the following changes to

our material risks and opportunities.

– Technology opportunity – minor

updates to description and financial

quantification following our transition

refresh and validation in the year –

see page 62.

– Physical risk – still of relevance to the

Group given our global presence, but

we plan to update our assessment

and financial quantification in 2026

following recent changes to our key

manufacturing sites. See page 62 for

more information.

Impact on business, strategy

and financial planning

Our sustainability strategy is outlined

on page 52. Climate-related risks and

opportunities are already embedded

in our strategy, including through:

– ‘Deliver sustainable Weir’ with focus

on reducing our scope 1&2 CO2e

footprint as well as management of

waste, water and biodiversity within

our own operations; and

– ‘Accelerate sustainable mining’ with

focus on the impact of our equipment

to use less energy, use water wisely

and create less waste. This is linked to

our scope 3 CO2e and avoided

emissions workstreams.

Climate-related risks and opportunities

are also considered as part of the

mergers and acquisitions process,

including assessment of energy and

water consumption, carbon footprint,

physical risks, contribution to Weir’s

climate-related technology

opportunities and impacts on the wider

Weir network. For example in 2025, we

performed a physical risk assessment as

part of our Townley foundry acquisition.

Note 2 to the Group Financial

Statements (page 174) outlines how

we have considered potential climate

impacts in our financial statements.

This is further evidenced by the financial

commitments within our Transition Plan

on pages 59 to 60. The outputs from

our market scenario analysis, see next

section, have also been used in

our viability assessment (see pages

85 to 86).

Climate-related issues are considered

in the financial planning processes in a

number of ways.

– Validation of risks and opportunities

through the annual five-year strategic

planning process with our Divisions,

along with an assessment of related

strategic initiatives. We actively track

for indicators of a faster global

transition requiring additional

investment allowing us to deploy

capital flexibly where needed.

– Our ten-year operations CO2e

forecasting model provides an

aligned view of the impact of planned

production, facility and energy

changes to help plan future capital

requirements.

– We have a cross-functional working

group to oversee future updates to

the capital expenditure process to

more fully embed climate-related

topics within the decision-making

process and capture data to support

future disclosures.

Overall, there is no material impact to

current financial performance and both

capital and operating expenditure

needs to meet our 2030 CO2e targets

have been assessed and built into our

strategic plans.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	57

Sustainability review: TCFD

continued

Scenario analysis and resilience

of our strategy

We have used scenario analysis to

assess risks in greater depth and assess

resilience, working with Willis Towers

Watson (WTW) to model our physical

and transition risk scenarios as outlined

as follows.

– Physical risk: We first undertook

physical risk scenario analysis in 2020,

modelling potential increases in

extreme weather risk under two

physical climate scenarios: less than 2

degrees of warming, applying physical

climate scenario RCP 2.6; and 4

degrees of warming, applying RCP 8.5.

We assessed financial exposure in

terms of the maximum foreseeable

one-off loss for facilities most at risk to

flood risk beyond 2040, based on

potential costs of damage and

business interruption at facilities most

exposed. As noted on page 62,

although physical risk is still of

relevance to the Group, we plan to

refresh our scenario analysis and

financial quantification in 2026, which

will consider the impact of changes to

our manufacturing portfolio since the

last update, notably the recent

acquisitions of Townley and ESEL

foundries, and the closure of foundry

operations at our Todmorden facility,

one of two sites most at risk of flood

risk quantified in previous years.

– Transition — market commodities:

We conducted detailed quantitative

scenario analysis in 2021 to quantify

risks and opportunities related to

markets for key minerals from the

transition to a low carbon economy.

The analysis was then updated in 2023

for three different scenarios:

i. Business as usual (BAU) is based on

market expectations derived from the

International Energy Agency (IEA)

Stated Policy Scenario, with

temperatures exceeding +2°C by

2100 vs pre-industrial levels.

ii. 2DS considers a transition to a low

carbon economy in line with the Paris

Agreement, based on IEA’s

Sustainable Development Scenario

(SDS), assuming an orderly global

transition limiting warming to well

below 2°C by 2100. The scenario

achieves net zero emissions by 2050

in developed nations and global net

zero by 2070 through a forced

(pushed by policy), but economically

optimised, trajectory constrained to a

carbon budget.

iii. An additional 1DS scenario with the

same parameters as 2DS but faster

transition limiting warming to 1.5°C by

2100 and global net zero emissions by

2050.

Our analysis highlighted accelerated

movement in commodities in the 2DS

and 1DS scenarios, driven by technology

changes such as electrification, growth

in battery storage and electric vehicles,

as well as the shift away from fossil fuels.

It considered consequent impacts on

Weir’s business in terms of revenue

trends from customers operating in

each commodity. The analysis assumed

no actions in our business strategy to

mitigate the impact of declining

commodities or leverage the

opportunity from future facing minerals

under the faster transition scenarios,

and so can be deemed a worst case.

Outcomes are shown on page 62.

Other transition risks and opportunities:

In 2025, we conducted detailed

qualitative scenario analysis to assess

other (non-market) transition risks and

opportunities. The analysis focused on

our top ten rated risks and opportunities

for three different scenarios:

i. Business as usual — Stated Policies

Scenario (STEPS)/Current Policies: This

scenario assumes a slower transition

pathway, combining the IEA STEPS with

the NGFS Current Policies scenario,

both of which anticipate minimal

additional climate action beyond what

is already in place.

ii. Disorderly transition — Announced

Pledges (APS)/Fragmented World: This

scenario combines the IEA APS, which

reflects progress toward climate

commitments, with the NGFS

Fragmented World scenario, which

anticipates uneven global

coordination and slower transition

dynamics.

iii. Orderly transition — Net Zero

Emissions by 2050 (NZE): This scenario

is consistent with limiting the global

temperature rise to 1.5°C (with at least

a 50% probability) with limited

overshoot.

Overall, our scenario profile shows

material technology opportunities

emerging under accelerated pathways,

suggesting stronger upside potential

alongside manageable risks, particularly

under the disorderly and orderly

scenarios. See page 62 for more details.

In addition to the scenario analysis work

performed, we consider the resilience of

our overall five-year strategy, including

climate-related risks and opportunities,

through annual PESTLE (Political,

Economic, Social, Technological, Legal,

and Environmental) analysis with the

output provided to the Board as part of

the strategic plan review process.

Overall, we believe our strategy is

resilient and that we are well positioned

to address emerging climate-related

risks and opportunities and meet our

target to grow faster than our markets.

Our global network has wide reach and

flexible capacity to meet changing

customer demands under all three

considered scenarios and we have

invested in recent years to expand

capacity in key growth markets. We are

meeting customer demands for new

technology through our technology

strategy (see page 35) and we are

optimising our operations to drive up

energy efficiency, increase renewable

energy and protect against physical

risks.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	58

Sustainability review: TCFD

continued

Risk management 

Group principal risk

Climate is included in the Group’s

principal risk register due to the wide

implications on the Group’s

performance and reputation (see page

81). This risk was first added as a

principal risk in 2019 and was previously

called 'Environmental Sustainability'. It

was identified and assessed in

accordance with the Group’s Risk

Management policy on page 70, before

being updated following our 2020 and

2025 risk and opportunities

assessments (see next section). The

principal risk captures the TCFD

categories of policy and legal,

technology, market, reputation and

physical risk and is managed at a Group

level with the CS&SO assigned as the

Group Executive principal risk-owner.

Updates to the risk are managed

through the risk process outlined on

pages 71 to 72.

Identification and assessment of

climate-related risks

We have performed several risk-based

reviews designed to identify and assess

climate-related risks as follows:

– Physical risk: As a business with

operations across the world, we are

exposed to risks of extreme weather

events disrupting our facilities or

supply chain networks. As noted on

page 57, we performed scenario

analysis in 2020 to identify risks related

to physical impacts of climate change

– such as direct damage to property

or ability to supply customers. The

assessment concluded exposure to

physical risks with a potential to cause

business interruption, in particular,

flood risks at facilities. The profile of

our physical risk changed in 2025 with

the closure of our Todmorden foundry

site, so we plan to re-perform our

physical risk assessment in 2026,

which will also take into account

changes in our manufacturing

network since 2020. Further

information is on page 62.

– Transition risk: Our first qualitative

review of transition risks and

opportunities was conducted in 2020,

with a subsequent refresh and

validation performed during 2025.

Both reviews considered the transition

risk and opportunity types prescribed

by the TCFD framework, covering

market, reputation, technology and

regulatory factors, including existing

and emerging regulatory risks.

i. 2020 initial review: We identified a

shortlist of topics and held workshops

to assess the risks and opportunities.

The review highlighted markets as the

most material risk and technology as

the most material opportunity, so

these were reviewed in more detail,

with scenario analysis performed to

quantify potential impact of the

market risk (further information on

page 57).

ii. 2025 refresh and validation: Having

validated the financial materiality of

our market risk and opportunity in

2023 as outlined on page 57, in 2025

we reviewed the other TCFD risk and

opportunity types. We identified a

shortlist of 23 risks and opportunities

mapped to our business operations

and held workshops with relevant

stakeholders in each Division to rate

the impact and likelihood, definitions

of which aligned to Weir’s risk

assessment criteria (see page 70). The

top ten risks and opportunities were

prioritised for scenario analysis, as

summarised on page 57, with the

results considered in final workshops

with stakeholders to discuss the

findings and assess overall strategic

importance. The review once again

highlighted technology as being the

most material opportunity, and while

validating the output of the 2020

review, we have refined and better

understand the sub-components of

the net technology opportunity. This is

reflected in our updated disclosure on

page 62. Although not assessed as

being financially material, the review

elevated the rating of some risks and

opportunities, such as operational

costs associated with the transition to

lower emissions technology and an

opportunity around asset

refurbishment and circular solutions,

as well as validating the continued

relevance and rating of regulatory

concerns such as carbon pricing.

These outputs have been reflected in

the climate principal risk to be

monitored through the risk

management process and financial

materiality will be considered on an

annual basis through our strategic

planning process.

Our reviews have allowed us to identify

and assess climate-related risks in

isolation first, before subsequently

considering their relative significance

alongside other, non-climate-related

risks. The reviews ultimately informed

the Group's principal risk on climate, as

well as identifying links to other principal

risks, enabling a more fully informed and

integrated risk management process.

Managing climate-related risks

The disclosure on pages 61 to 62 set out

the actions to mitigate our material

climate-related risks. As noted on page

56, climate-related risks are prioritised

based on their strategic importance and

potential impact in line with financial

materiality thresholds.

In terms of making decisions to mitigate,

transfer, accept or control climate-

related risks, we followed a similar risk

management approach as outlined on

page 70, considering the severity of

each risk (using the impact and

likelihood outputs from TCFD

assessment) and the effectiveness and

efficiency of internal controls. As already

noted earlier in the risk section, we have

reflected the outputs of our risk and

opportunity reviews in our climate

principal risk and continue to monitor

and prioritise actions to embed further

climate-related mitigating actions. Our

reviews also highlighted links to our

technology and market principal risks,

on pages 75 and 78 respectively, which

incorporate climate-related actions to

mitigate overall Group exposure, such

as R&D investment to develop more

sustainable technologies.

We continually monitor our climate-

related risk exposure through our risk

management framework that underpins

our Group principal risk, as well as being

informed by the strategic planning

process as outlined on page 56.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	59

Sustainability review: TCFD

continued

Metrics and targets

Key climate-related metrics

and targets

The primary metrics we consider when

assessing and managing climate-

related risks and opportunities are

as follows:

– Scope 1&2 emissions (see page 63);

– Scope 3 emissions (see page 64);

– R&D as % of revenues (see page 42);

and

– Avoided emissions (see page 54).

These metrics link to our key climate-

related targets and commitments as

summarised in our Transition Plan

summary on pages 59 to 60. More

information on performance in the year

can also be found in our Technology

and Performance strategic progress

sections (see pages 35 to 40). Scope

1&2 and avoided emissions are subject

to limited assurance from SLR and scope

3 is subject to limited assurance by

PricewaterhouseCoopers LLP (see page

64). R&D as % of revenues was assured

for the first time in 2025 (see page 42).

2025 measures

We embed climate-related measures

within our remuneration policy to drive

strategic action to improve our overall

performance of the key metrics climate-

related metrics and targets listed in the

last section. Our 2025 climate-related

measures are summarised in the

Remuneration report on pages 141 to

142, and include the following:

– continued reduction in scope 1&2

emissions versus the 2019 baseline;

and

– year-on-year increase in avoided

emissions. Over time, we expect this to

impact our future scope 3 emissions

as we drive customer uptake of more

energy efficient products with

reduced emissions (see Transition

Plan summary).

Other metrics

In addition, we consider a range of

financial and operational metrics when

assessing climate-related risks and

opportunities in line with our strategy.

These are included in our risks and

opportunity disclosure on pages 61 to

62 and Performance strategic progress

on page 39. Although we recognise

these metrics’ connection to climate, we

do not currently use these as our key

metrics for the assessment and

management of climate-related issues.

Additionally, we provide a more detailed

emissions breakdown within our CDP

Climate disclosure and we separately

report energy consumption in

operations and product fuel economy

data in our Sustainability Accounting

Standards Board (SASB) disclosure.

Furthermore, we complete the CDP

Water questionnaire disclosing basic

water-related data that we will continue

to build on in future years. Our CDP and

SASB disclosures are available in the

Sustainability section of our website1.

We are continuing to evolve our metric

and target framework and are taking

actions to strengthen quality and

governance of underlying data, as well

as being committed to reviewing our

KPIs and metrics as part of our transition

to reporting under ISSB and CSRD in

future periods (see page 65). For

example in 2026, we have specific

milestones identified to enable us to

track our agreed water intensity KPI for

tailings flowsheets (see page 133).

Transition Plan summary

The summary below sets out key

elements of our Transition Plan in line

with TCFD requirements. We have

recently updated our Climate Transition

Plan, informed by the recommendations

of the UK Transition Plan Taskforce, and

the plan is published in full on our

website1.

Scope 1&2 emissions – c.0.5%

of our footprint

This category includes emissions from

our operations within our management

control, including energy used in

manufacturing and other facilities. One

challenge for Weir is that we

manufacture a high proportion of

products in our own foundries and,

therefore, recognise a higher proportion

of emissions in scopes 1&2 than if we

were to export emissions to scope 3 by

contracting out manufacturing.

Our scope 1&2 targets are as follows:

– SBTi approved 2030 Target: 30%

reduction in absolute CO2e vs 2019

baseline (aligned to SBTi well below 2

degrees); and

– 2050 Target: Net zero.

The 2030 emissions reduction will

continue to be achieved through:

– energy efficiency initiatives, with a

focus on emissions hot spots,

particularly our foundries;

– low carbon electricity supply, including

on-site renewable generation, green

contracts, power purchase

agreements and, where necessary,

Renewable Energy Certificates (RECs);

and

– purchase of offsets is not part of our

transition plan to 2030.

Annual capital expenditure and

operating costs required to deliver the

plan have been assessed at around

£0.5m to £1m across the period, and are

considered non-material to our business

plan.

We remain well on track to meet our

2030 targets, having achieved 31%

reduction in 2024 vs 2019 – see GHG

Emissions data on page 63. Following

significant acquisitions in 2025, we will

review our 2019 baseline during 2026.

For 2030 to 2050, net zero requires

economically viable low carbon

alternatives to natural gas and other

fuels to be used within our facilities. We

continue to explore technology and

energy supply options and have not yet

quantified unabatable emissions or

potential offsets required beyond 2030.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	60

Sustainability review: TCFD

continued

Scope 3 emissions – c.99.5%

of our footprint

The overwhelming majority, c.96.5%, of

Weir Group’s end-to-end carbon

footprint is attributable to downstream

value-chain scope 3 emissions,

specifically the use phase of our long-

lifespan products and solutions on our

customers’ sites. Our scope 3 target is,

therefore, focused on our

downstream footprint:

– SBTi-approved 2030 target: 15%

reduction in use of sold products vs

2019 baseline (aligned to SBTi well

below 2 degrees).

We have a compelling shared goal with

our customers to reduce our scope 3

footprint. Through our technology

strategy (see page 35), we develop new

or improved technologies to improve

energy efficiency in key mining

processes. We have also developed

our avoided emissions value proposition

to drive take-up by customers

(see page 54).

Due to inherent uncertainties in

calculating scope 3, we take a

continuous improvement approach to

review our processes and data, and

disclose any restatements in a timely

and transparent manner. We have

restated our 2024 emissions to reflect

data quality improvements and to

ensure consistency across emission

factor data sets (see page 64).

Delivering against our 2030 target

depends substantially on external

factors beyond our direct influence or

control, notably the rate of adoption of

low carbon energy by our customers

and grid decarbonisation, given that the

majority of our equipment is already

powered by electricity, accounting for

around 90% of use of sold product

emissions.

Our scope 3 target is based on

emissions factors for customers

purchased electricity aligned to the IEA

Stated Policy Scenario. However, our

scope 3 footprint continued to rise

between 2019 and 2023 due in part to

business growth and sales to countries

with high electricity emission factors.

Following the data improvements

described above, we reviewed our

scope 3 2030 forecast in 2024 and

concluded that despite reductions in

use of sold product emissions, our 2030

scope 3 target is at risk, pending further

review during 2026. Achieving it will

depend on accelerated action to

decarbonise electricity grids and we

continue to engage externally in favour

of energy efficiency and the low carbon

energy transition. We intend to keep our

scope 3 target under review based on

the overall electrification and

decarbonisation journey of the

jurisdictions in which our customers

utilise our equipment.

The main cost to support our plan is

R&D investment, which is already core to

our business strategy (see page 42).

Note

1. Links to website:

– CDP (both Climate and Water) and SASB

reporting can be found on our website at

global.weir/sustainability/sustainability-

performance-and-reporting/

– Our recently updated Climate Transition

Plan can be found on our website at

global.weir/climate_transition_plan

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	61

Sustainability review: TCFD

continued

Description			Categorisation		Impact	Summary
Both risk and opportunity
	Risk 1 Changing customer behaviour Decreased revenues due to reduced demand for products and services from declining. mining sectors Category: Transition – market		Time horizon 1 Likelihood Magnitude 2		Potential financial impact3 Risk: c.£120m per annum revenue under 2DS scenario; c.£210m per annum under 1DS Opportunity: c.£70m per annum revenue under 2DS scenario; c.£310m per annum under 1DS Cost of response: £55.3 m costs per annum Metric – Commodity as % of revenue: Risk commodities (as reported) – coal, oil sands and iron ore 20% (2024: 22%; 2023: 24%) Opportunity commodities (as reported) – copper, nickel and lithium 27% (2024: 28%; 2023: 28%)	Longer-term trends in demand patterns for key minerals are projected to change during the transition to a low carbon economy. Weir sells products and services to customers producing fossil fuels and certain minerals that are due to decline during the transition (coal, oil sands and iron ore), as well as future-facing commodities that are due to increase (copper, nickel, lithium and cobalt). We describe on page 57 our analysis of forced commodity market scenarios, constrained by carbon budgets. In 2025, similar to prior years, we compared the commodity market forecasts in our five-year strategic plan with those in the ten-year climate scenario analysis. We found that our five-year planning assumptions broadly align with the BAU scenario, particularly for the biggest commodities with most material impact on risks and opportunities. We noted greater variation between external data sources for timelines beyond five years and for commodities with a smaller impact on our revenue. Overall, we considered that BAU is largely built into our existing plans. The financial impact for both the risk and opportunity is, therefore, the difference in revenue between BAU and the 2DS and 1DS scenarios per annum by 2033. The assessment indicated that overall net revenue impact in 2033 would be about -£50m under the 2DS scenario, with a revenue downside of £120m for risk commodities and upside of £70m for the opportunity commodities. Under the 1DS scenario, this switched to a net opportunity of around £100m, due to the £210m downside in coal, oil sands and iron ore, being outweighed by a greater upside of £310m in copper, nickel, lithium and cobalt. ESCO Division is proportionately more exposed to downside risks. The potential impact would develop over a number of years, not as a one-off event, and the potential financial impact does not take account of mitigating actions, so can be deemed worst case. We monitor ongoing commodity-related data with recurring annual cost of £0.1m. Actions in our strategic plan mitigate the impact of declining commodities and leverage the opportunity from future-facing minerals in line with the BAU scenario, with contingency plans to manage a faster transition. We are well placed to manage transition risk due to long planning cycles in the mining sector, flexibility within our network, active tracking of market signals and ongoing resilience testing. In addition, our R&D capital allocation targeting 2% of annual revenue means we continue to provide compelling offers relevant to customer needs to scale up future facing commodities, meet iron ore demand from the low carbon steel sector and manage assets in declining sectors as efficiently and sustainably as possible. R&D in 2025 totalled £55.2m.
	Opportunity 1 Changing customer behaviour Increased revenues due to greater demand for products and services from growing mining sectors Category: Transition – market		Time horizon 1 Likelihood Magnitude 2

Notes

1. Our Risk Horizons as defined in our Risk Assessment Criteria are: up to 3 years – short; 3 to 5 years – medium; 5+ years – long.

2. Our Risk Assessment Criteria for the magnitude impact of gross risk are based on operating profit: >20% profits – high; 10—20% profits – medium to high; 5—10% of profits – moderate ; 0—5%

profits – low Impact Score.

1. Potential financial impact is shown as increase or decrease in revenue or cost.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	62

Sustainability review: TCFD

continued

Description			Categorisation		Impact	Summary
	Opportunity 2 Development and/or expansion of low- emission goods and services Increased revenues due to greater demand for products and services Category: Products and services		Time horizon1 Likelihood Magnitude2		Potential financial impact3 £65m per annum revenue Cost of response: £ 55.3m of cost per annum Metric – R&D as % of revenues: 2025: 2.2% (2024: 1.9%; 2023: 1.8%)	This opportunity captures energy and water efficient technology and the benefits of collaboration with our value chain. We aim to outgrow our markets, delivering mid-to- high single-digit organic revenue growth through the cycle driven by four factors: hardware and software solutions, geographic expansion and increasing demand for critical minerals. A 5% revenue uplift on annual continuing operations revenue of c.£2.6bn would deliver increased annual revenues of around c.£130m per annum, from the four factors combined. We have assumed 50% of this uplift in our calculations. Weir continues to target at least 2% of revenues investment on R&D in line with our technology strategy on page 35. Our focus on integrated solutions creates a compelling value creation opportunity as we link our goals directly with our customers, focus investment to accelerate the technology transition in mining, and quantify avoided emissions through our avoided emissions initiative to unlock value for customers (see page 54). The cost of response reflects R&D in 2025 of £55.2m, as well as recurring expenditure for the avoided emissions workstream of £0.1m.
	Risk 2 Increased severity and frequency of extreme weather events Category: Physical		As a business with operations across the world, we are exposed to risks of extreme weather events disrupting our facilities or supply chain networks. In 2020, we modelled potential increases in extreme weather risk under scenarios for <2°C and +4°C of warming and then assessed the maximum foreseeable one-off loss, based on potential costs of damage and business interruption at facilities most exposed to flood risk under a +4°C scenario beyond 2040. Analysis identified an aggregate one-off loss range across the Group of between £0—30m reflecting a combination of replacement of physical assets and gross profit exposed to climate-related risks. This modelling included the UK Minerals foundry site, which closed in 2025 with operations transferred to other sites across the Minerals Division. The overall flood risk to the Group has, therefore, changed and we plan to reassess overall physical risk, including time horizon, likelihood, and magnitude, during 2026 to incorporate changes in our operations network and any updates to methodology. In the meantime, we continue to monitor disruption of climate-related physical incidents at our sites, with no significant events in 2025. In case of such events occurring, the Group maintains robust business continuity plans and specific insurance protection to mitigate against the extent of any operational impact that may occur.

Notes

1. Our Risk Horizons as defined in our Risk Assessment Criteria are: up to 3 years – short; 3 to 5 years – medium; 5+ years – long.

2. Our Risk Assessment Criteria for the magnitude impact of gross risk are based on operating profit: >20% profits – high; 10—20% profits – medium to high; 5—10% of profits – moderate ; 0—5%

profits – low Impact Score.

1. Potential financial impact is shown as increase or decrease in revenue or cost.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	63

Sustainability review: GHG emissions

Total annual GHG emission

We have provided below our GHG emissions and energy consumption data, as required under the Large and Medium-sized Companies and Groups (Accounts and

Reports) Regulations 2008, and have reported the requirements of the Streamlined Energy & Carbon Reporting (SECR) framework. In 2025, we identified and implemented

energy efficiency measures across our business, which included manufacturing efficiency improvements, behavioural change, process upgrades and selecting energy

efficient technology, such as LED lighting. Our total identified and implemented energy savings from projects implemented in 2025 are estimated to be 3,316,405kWh.

Total scope 1&2 annual GHG emissions (continuing operations)

	UK & Offshore area annual GHG emissions (tCO2 e)			Global annual GHG emissions (tCO2e)			Global GHG emissions intensity (tCO2 e per £m revenue at constant currency)
Location-based emissions	2025	2024	2019	2025	2024	2019	2025	2024	2019
Scope 1 emissions: fuel combustion and operation of facilities	2,148	2,227	3,602	65,072	64,880	67,547	25.4	26.9	38.7
Scope 2 emissions: purchased electricity, heat and steam	2,178	2,847	4,951	86,690	93,234	121,807	33.8	38.7	69.8
Total scope 1&2 (location-based)	4,326	5,074	8,553	151,762	158,114	189,354	59.2	65.7	108.5
Market-based emissions
Scope 2 emissions: purchased electricity, heat and steam	104	76	276	61,266	68,608	116,079	23.9	28.5	66.5
Total scope 1&2 (market-based)	2,252	2,303	3,878	126,338	133,488	183,626	49.3	55.4	105.2

	UK & Offshore area annual energy use (kWh)			Global annual energy use (kWh)
Energy	2025	2024	2019	2025	2024	2019
Energy consumption	23,940,390	25,815,058	38,601,875	540,993,284	540,772,071	578,199,219

Scope 1&2 annual GHG emissions from foundries (continuing operations)

	Annual GHG emissions (tCO2e)			Proportion of global (continuing operations) annual emissions (%)			GHG emissions intensity (tCO2e per tonne of metal poured)
	2025	2024	2019	2025	2024	2019	2025	2024	2019
Scope 1 emissions: fuel combustion and operation of facilities	39,663	41,452	45,151	26.1	26.2	23.8	0.4	0.5	0.4
Location-based scope 2 emissions: purchased electricity, heat and steam	62,634	67,692	85,019	41.3	42.8	44.9	0.7	0.7	0.8
Market-based scope 2 emissions: purchased electricity, heat and steam	45,945	50,001	80,452	36.4	37.5	43.8	0.5	0.5	0.8
Total scope 1&2 (location-based)	102,297	109,144	130,170	67.4	69.0	68.7	1.1	1.2	1.2
Total scope 1&2 (market-based)	85,608	91,453	125,603	67.8	68.5	68.4	1.0	1.0	1.2

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	64

Sustainability review: GHG emissions

continued

Scope 3 total annual GHG emissions

Scope 3 category – continuing operations only		Evaluation status	2025 tCO2e	2024 tCO2e*
1.	Purchased goods & services	Relevant, calculated	419,064	451,851
2.	Capital goods	Relevant, calculated	4,884	9,697
3.	Fuel & energy-related activities	Relevant, calculated	31,989	48,275
4.	Upstream transportation & distribution	Relevant, calculated	78,691	51,330
5.	Waste generated in operations	Relevant, calculated	16,698	15,530
6.	Business travel	Relevant, calculated	10,122	10,930
7.	Employee commuting	Relevant, calculated	8,187	7,944
8.	Upstream leased assets	Relevant, calculated	39	42
9.	Downstream transportation & distribution	Relevant, calculated	104	78
10.	Processing of sold products	Not relevant, explanation provided	–	–
11.	Use of sold products	Relevant, calculated	19,780,642	26,802,352
12.	End-of-life treatment of sold products	Relevant, calculated	361	377
13.	Downstream leased assets	Relevant, calculated	16,014	24,356
14.	Franchises	Not relevant, explanation provided	–	–
15.	Investments	Relevant, calculated	4,457	4,472
Total			20,371,252	27,427,234

Scope 3 total annual GHG emissions for year ended 31 December 2025 was subject to

independent limited assurance by PricewaterhouseCoopers LLP (PwC) in 2025. For PwC's

Limited Assurance report see our website at global.weir/sustainability/2025/PwC_assurance .

Methodology and notes

In line with our protocol, only Micromine is included in our 2025 emissions footprint as this

occurred in the first half of the year. Townley, Fast2Mine and 100% of ESEL will be integrated into

the footprint in 2026. A detailed summary on our methodology for scope 1&2, scope 3 and

energy consumption can be found on our website at global.weir/2025/sustainability/

KPI_reporting_methodology. Note, prior to calculating scope 3 emissions, categories were

screened for relevance using the protocol criteria. Those listed as 'not relevant' above were all

considered to make no contribution to Weir's scope 3 emissions. It is not always possible to

distinguish upstream and downstream transport so categories 4 and 9 should be considered

in aggregate. For commentary on our progress against scope 1&2 and scope 3 emissions

targets, see our Transition Plan Summary on pages 59 to 60.

Scope 1&2

In line with SECR, energy consumption data has been provided for the UK & Offshore and

globally, this data was used in the creation of our GHG emissions. Revenue for 2019 and 2024

are based on 2025 average exchange rates. 2024 constant currency revenue is disclosed in

note 4 of the Group Financial Statements. 2019 constant currency revenue is £1,746m. For our

foundries, the scope 1 proportion of Global continuing operations annual emissions is a

proportion of total location-based GHG emissions. Therefore, the % shown in the market-based

total row does not equal the sum of the scope 1 and market-based scope 2 rows. Our 2025

scope 1&2 GHG emissions for the year ended 31 December 2025 was subject to independent

limited assurance by SLR Consulting. For SLR's Limited Assurance report see our website at

global.weir/2025/sustainability/SLR_assurance.

*Scope 3

The majority of 2024 categories have been restated to reflect data quality improvements and

to ensure consistency across emission factor data sets. A detailed summary of our 2024

restatements can be found alongside our methodology on our website at global.weir/2025/

sustainability/KPI_reporting_methodology.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	65

Strengthen our foundations

Strengthen our foundations is a key

priority of our sustainability strategy with

a focus on expectation of all responsible

businesses.

Responsible business and

supply chain practices

Business practices

Responsible business practices are

managed by our compliance function,

led by Group Head of Internal Audit and

Chief Compliance Officer. You can also

read more about how the Directors

have regard to various matters under

section 172 of the Companies Act 2006,

including the desirability of the Group

maintaining a reputation for high

standards of business conduct, in the

Strategic report on page 28.

Code of Conduct

The Group’s Code of Conduct (Code)

provides direction and a framework for

how we expect our people to conduct

themselves on a day-to-day basis.

During 2025, we updated the Code with

changes approved by the Board (see

page 96). The Code was launched in

February 2026 with a refreshed training

programme scheduled for 2026.

Every year, we provide Code training to all

employees and contingent workers, and in

2025, 97% of required employees

completed the mandatory training. We

also provided Global Workplace

Harassment Prevention For Managers

training to managers in 2025, which was

completed by 98% of designated

employees. Internal Audit performs

annual Code audits (including

employee expense reviews) at selected

Group locations (see page 119 for more

information).

Ethics hotline

The Group maintains processes for

employees to raise concerns regarding

unethical behaviour. This includes the

ability to report concerns through the Weir

Ethics Hotline. The Compliance function

works closely with the business to ensure

that matters raised via the Ethics Hotline

are investigated in a fair and impartial

manner consistent with the Group

Investigation Protocol. In 2025, 100 cases

were initiated through the Ethics Hotline:

96 of these cases were closed, of which 30

cases had substantiated allegations. More

information on these cases can be found

in our Modern Slavery Statement1.

In 2025, the Compliance function

implemented the new Ethics Investigation

Protocol, along with supporting procedures,

to standardise and streamline the

processes for triaging ethics complaints,

conducting investigation, and monitoring

remedial actions.

Human Rights

In line with our Human Rights Policy, we

respect human rights and will not work

with anyone failing to meet comparable

standards or involved in modern slavery.

We continue to strengthen our controls

environment following the human rights

risk assessment performed in 2024. This

year, we conducted in depth due

diligence on our tier-one suppliers across

both Divisions as well as conducting

Human Rights audits on 20% of our

suppliers that undergo quality audits, with

no adverse findings following these audits.

Further information can be found in our

Modern Slavery Statement1, and we report

on outcomes for safety on page 29, and

Inclusion, Diversity and Equity on page 30.

Anti-Bribery and Corruption

As set out in our Code of Conduct and

Anti-Bribery and Corruption Policy, the

Group does not tolerate corruption in

any form. These efforts are

supplemented by our Sponsorship and

Donation Policy, along with our Gifts and

Hospitality Policy and Agent and

Business Partner Policy, both of which

were updated in 2025. In 2025, we also

updated the Gifts and Hospitality

approval workflow and thresholds to

improve efficiency of the request

process. We regularly provide reminders

or training to key employees about

bribery and corruption risks, and Internal

Audit perform annual audits of

employee expenses and the Gifts and

Hospitality Register for compliance

against our policies (see page 119 for

more information).

For third-party risk, our risk-based due

diligence and management

programme enables the Group to work

only with third parties that meet our

Company standards and expectations

for compliance.

Supply chain practices

As set out in our Modern Slavery

Statement1, we seek to act in an open

and transparent manner in the

onboarding of our Suppliers, promoting

fair competition and the principles of

our Supply Chain Policy, Code of

Conduct and the Supplier Code of

Conduct, which we implemented in

2025. In addition to the Human Rights

Audits performed in 2025, the Minerals

Supply Chain function continued its

project that requires key suppliers to

report risk-related information about

their operations via a third-party ESG

software tool, with 75% of Minerals’

procurement spend covered to date.

Sustainability data, systems

and assurance

During the year, we expanded our ESG

assurance activity from five to eight KPIs,

with gender diversity and talent assured

by SLR Consulting, and R&D as %

revenue assured by PwC. See page 42

for more information.

Underpinning this is a rigorous

approach to cyber security, managed

through the IT governance framework

(see page 83) with oversight from the

Board (see page 95).

ESG strategy, goals and

progress

We continue to mature our sustainability

strategy following our double materiality

review in 2023. During the year, we

identified KPIs for high-priority topics

where no current KPI exists, covering

downstream water, customer safety and

responsible supply chain. Work will begin

in 2026 and continue into 2027 to develop

these KPIs with the intention to report in

future years.

We continue to monitor reporting

requirements such as the International

Sustainability Standards (ISSB) and EU

Corporate Sustainability Reporting

Directive (CSRD). In 2025, we were

included in the CDP Climate 'A List' for the

fourth year in a row, and scored B- for our

first published CDP Water submission.

Note

1. Our Modern Slavery Statement can be

found on our website at global.weir/2025/

Modern_Slavery_Statement.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	66

Sustainability and non-financial reporting

Policy	Reporting requirement	Summary of areas covered	Annual Report page
Sustainability Strategy		Sets out our strategic priorities in relation to sustainability, covering areas such as champion zero harm, reduce our footprint, nurture our culture and strengthen our foundations around governance-related factors.	Page 52
Zero Harm. Every Day1		Our document describes how everyone at Weir has a role to play in working together to achieve zero harm. It covers our Zero Harm Behaviours framework and our SHE Management System.	Pages 29 to 30
Inclusion, Diversity and Equity Policy1		Sets out our policy and ambitions in relation to inclusion, diversity and equity across Weir.	Page 30
Board Diversity Policy 1		Sets out the approach to diversity on the Board of Directors of The Weir Group PLC.	Page 108
Health and Wellbeing Strategic Framework1		Sets out framework for employees to access a wide range of resources in support of their broader health and wellbeing, including mental wellbeing, at any time.	Page 29
Code of Conduct1		Outlines the ethical and legal standards to which Weir Group holds its employees and stakeholders, covering a range of areas including anti-bribery and corruption, competition (anti-trust) law, and conflicts of interest.	Page 65
Human Rights Policy 1		Covers our main responsibilities in the areas of employee rights and the risk of human rights violations in our supply chain.	Page 65
Modern Slavery Statement1		Sets out how we identify, assess and manage modern slavery risks across our operations and supply chain.	Page 65
Supply Chain Policy and Supplier Code of Conduct1		Sets out the minimum standards we expect our suppliers to abide by with respect to areas such as business ethics and legal and regulatory compliance.	Page 65
Anti-Bribery and Corruption Policy1		Prohibits bribery and corruption, whether by Weir or any third party who acts on behalf of the Group, and sets expected ethical business behaviours.	Page 65
Gifts and Hospitality Policy1		Supplements the Code of Conduct by further describing the requirements and process for providing business courtesies to third parties.	Page 65
Agent and Business Partner Policy1		Covers how to protect the Group from engaging with third parties who, in the course of representing or working for the Group, could undertake improper activities such as offering or accepting a bribe or engaging in other misconduct.	Page 65
Sponsorship and Donation Policy		Outlines the guidelines and procedures for the sponsorship and donation activities undertaken to ensure all such activity is conducted in a transparent, ethical, and compliant manner.	Page 65

Non-financial and sustainability

information statement

The table on the right sets out our key

policies and standards that govern our

approach and due diligence, along with

references to outcomes and additional

information included elsewhere in the

Annual Report. Further information to

support our disclosure can also be

found on the following pages:

– the required information about the

business model can be found on pages

23 to 24.

– information about medium-term key

performance indicators that are aligned

to our We are Weir strategic framework

and the Group’s remuneration policy

can be found on pages 41 to 42.

– Our climate-related financial disclosures

can be found on pages 55 to 62.

– Our principal risks are summarised on

pages 74 to 84.

Employee numbers

As at 31 December 2025, there were

12,069 people, excluding contingent

workers, employed by the Group of

whom 2,350 were female, 9,707 were

male, and 12 did not disclose their

gender. As at 31 December 2025, there

were nine Directors of The Weir Group

PLC Board, five of whom were male and

four were female. Excluding the Executive

Directors, there were 68 males and 14

females in our senior management

team, as defined by the Companies Act

2006. For further diversity-related

disclosures, including our disclosures for

the purposes of the UK Listing Rules,

Key		Employees		Environment		Social matters		Human Rights		Anti-corruption and anti-bribery

Corporate Governance Code and FTSE

Women Leaders and Parker Reviews,

refer to the Nomination Committee

Note

1. These policies are available on our website: global.weir/sustainability/our-governance-and-policies/.

report on pages 105 to 110.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	67

Risk management

We operate in a

complex global

environment

where the effective

management of

risk is fundamental

to the delivery of

our strategic

objectives.

Our global risk management system is

designed to provide both the necessary

level of oversight and a consistent

framework in which our Group

operations can take advantage

of attractive opportunities, while

ensuring we are not exposing the

organisation to excessive risk.

Main activities during 2025

– Throughout the year, prioritised

managing geopolitical uncertainty

and regulatory challenges, which

included the adoption of a structured

approach to improve market access

and manage political risk, ensuring

resilience particularly against tariffs

and regulatory shifts.

– Launch of New Code of Conduct.

– Establishment of a new IS&T

Regulatory Management Board

designed to oversee and ensure the

effective management of regulatory

compliance, reporting on current and

future regulations with an initial focus

on cyber security and artificial

intelligence.

– Advanced preparations for

compliance with Provision 29 of the

2024 UK Corporate Governance Code

including the development of the

Group’s identified material controls

and assurance framework.

Areas of focus for 2026

– Complete and embed our       

Group-wide governmental relations

strategy, including priority country

engagement.

– Continue to build maturity in our Data

and AI Governance and continue the

development of our AI workforce

strategy.

– Continue to strengthen our

preparedness for geopolitically

motivated cyber disruption and       

AI-enhance attack vectors.

– Advance the risk-based redesign of

our SHE management system.

Risk agenda

During the year, the Board has reviewed

the effectiveness of the systems of risk

management and internal control and

conducted a robust assessment of both

the principal and emerging risks

potentially affecting the Group in line with

the risk appetite statement.

The risk appetite statement is the level

of risk that the Board is willing to take or

tolerate to achieve our strategic

objectives.

It articulates what is an acceptable level

of exposure, relative to the amount of

reward we are seeking, and helps

to determine how much control or

mitigating actions may be required.

The Group's risk appetite statement,

which is detailed on page 68, considers

several different dimensions, which

balance commercial performance with

managing our business in a sustainable

and compliant manner.

Our appetite may vary from area to

area, for example, it may be

higher where we are prepared to

tolerate more risk to achieve a specific

outcome, such as entry into new

countries that offer

growth opportunities.

Compliance with the risk appetite

statement is monitored through

the Group's functional and frontline

controls and monitoring and oversight

controls.

The Board will continue to review and

update the risk appetite statement to

ensure it remains consistent with the

Group's strategy and environment in

which we operate.

All these activities meet the Board's

responsibilities in connection with Risk

Management and Internal Control set

out in the 2024 UK Corporate

Governance Code.

Provision 29

In 2025, the Group made notable

progress toward fulfilling Provision 29 of

the UK Corporate Governance Code,

which requires Boards to confirm the

effectiveness of material controls

starting in 2026.

Throughout the year, both the Audit 

and Risk Committee and Internal Audit

provided essential oversight and

direction. The Group also consulted

independent advisers to align their

material controls framework with

industry best practices. These combined

efforts have enabled the Group to

achieve major milestones and on track

for full compliance with the Code by the

end of 2026.

Details of the review of the internal

control and risk management systems

undertaken during the year are

contained in the Audit Committee

report on page113.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	68

Risk management

continued

Risk appetite statement

The Group is strategically positioned in markets with good long-term growth prospects. We will pursue ambitious growth targets, and we are willing to accept a higher level of risk to

increase the likelihood of achieving or exceeding our strategic priorities, subject to the parameters below.

Risk	Risk appetite		Risk parameters
Sustainability
Safety, health & wellbeing	We will not undertake or pursue activities that pose unacceptable hazard or risk to the health and wellbeing of our people or the communities in which we operate or the broader environment.		(i) No tolerance for breaches of Weir Group SHE Charter; (ii) Target zero harm through continuous improvement; (iii) Adherence to our Health & Wellbeing Framework; and (iv) Active community and environmental engagement.
People	We will enable/ensure/facilitate a highly engaged workforce and foster a high-performance culture in line with our values.		No tolerance for breaches of (i) We Are Weir framework; (ii) Weir Code of Conduct; (iii) Group and Divisional HR policies; and (iv) Fraud Prevention Framework.
Climate	We will evaluate and consider material climate transition and physical risk in all major strategic decisions and take adaptation and mitigation actions to minimise their impact.		We will monitor and maintain each of the following risk parameters within risk appetite: (i) Physical; (ii) Policy & legal; (iii) Technology; (iv) Market; and (v) Reputation.
Ethics & governance	We have no tolerance for breaches of external legal governance frameworks or internal control systems.		No tolerance for breaches of (i) We Are Weir framework; (ii) Weir Code of Conduct; (iii) Group and Divisional HR policies; and (iv) Fraud Prevention Framework
Growth
Technology	We will ensure that we invest appropriately in R&D to both: (i) Defend our core products to protect our installed based aftermarket annuity model; and (ii) Grow our innovation technology solution offerings, focused on addressing our customers most strategic challenges.		Investment of R&D resources will be consistent with our purpose and Company values.
Market	We will primarily operate in mining and infrastructure markets and accept the associated cyclicality, but will seek to minimise this risk as far as possible.		Focus growth and investment on businesses that demonstrate a high aftermarket and offer a technology differentiator.
Country presence	We are prepared to enter new countries that offer opportunities for growth consistent with our overall strategy. We will not enter, or will exit, countries that present a high risk of harm to our people, damage to our reputation, or breach of international sanctions.		No tolerance for breaches of: (i) Legislative/statutory requirements; (ii) Weir Code of Conduct; (iii) International sanctions; (iv) Delegated authority levels; and (v) Group & Divisional policies.
Organic growth	We will rigorously pursue Divisional organic growth strategies to meet our market growth objectives.		Investment of resources will be consistent with Divisional strategies and expected mid-to-high single digit % revenue growth through cycles.
Capital allocation & returns	We will encourage capital expenditure in pursuit of our growth ambitions subject to Internal Rate of Return (IRR) hurdles and capital structure targets.		Local country cash flow projections for investment appraisal purposes discounted at country-specific rates to account for risk weighted returns.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	69

Risk management

continued

Risk	Risk appetite		Risk parameters
Capital structure	We are prepared to use leverage in pursuit of our growth agenda and will actively seek low-cost debt to fund the Group but, recognising cyclicality in our end-markets, will maintain significant headroom against our financial covenants.		We will seek to maintain the ratio of net debt/EBITDA between 0.5 and 1.5. We may exceed this range in the short term for M&A activity but will seek to return to this range within a 12-18 month period.
Margins
Returns & profitability	We will not pursue growth at all costs; however, we expect high margins, strong returns on capital and working capital discipline together with cash generation.		Short-term margin dilution is acceptable in gaining market entry but, over the cycle, we aim for 20% operating margin in 2026. Targeting free operating cash conversion of 90 -100% over the medium term.
Resilience
Information security & cyber	We have no tolerance for material cyber security incidents that impact our ability to operate as a business, damage our reputation or lead to financial penalties.		No tolerance for breaches of Group cyber security policies or Group security and education training.
Returns
Mergers & acquisitions	We will actively pursue M&A opportunities that enhance our strategic platform subject to meeting investment criteria.		Post-tax returns should exceed our cost of capital within three years of the acquisition.

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Risk management

continued

Risk management

The Group’s risk management and

internal control frameworks remain a

core element of its Governance model.

Our Risk Management Policy defines

how we expect risks to be identified,

assessed and managed throughout

the organisation.

Risks are assessed and quantified in

terms of impact and likelihood of

occurrence, both before and after

control mitigation. Assessing the gross

risk before control mitigation allows the

business to review the relative impact of

the existing controls by comparing the

gross and net risk assessment. Also, it

allows the business to avoid expending

resources on mitigating controls and

actions, which have a negligible impact

on the risk assessment.

The impact of risks is quantified across a

range of factors including financial;

strategy; reputation; people and

property; ability to perform services;

regulation; safety, health and

environment; investors; and funding.

The Risk Management Policy includes

defined criteria for each risk impact all

the way up to Group-level assessments,

thereby providing an integrated

bottom-up and top-down approach to

risk management.

Ultimately, the Board is responsible for

the Group’s risk management and

internal control framework. It has set out

the decisions, and hence the level of

risk, which can be delegated to the

Group Executive and Divisional and

operational company management

without requiring escalation. This is

articulated in a series of Group policies

and delegated authority matrices, as

well as the parameters within the

approved risk appetite statement. The

Board and Committee structure can be

viewed on page 92.

The bottom-up risk reporting approach

requires key risks identified and

reported at project level to be escalated

to the operating company

management, which in turn may

be escalated to Divisional management,

and ultimately to the        

management-level Risk Committee and

the Board. This is achieved through risk

dashboard reports, which are

maintained at Divisional and Group

levels. The dashboards provide a

summary of the major gross risks at

each respective level, as well as a

summary of the key controls

and actions and resulting net risk, and

any further risk mitigation actions

required.

The Risk Committee has oversight of the

Group risk dashboard, along with a

routine review of key controls identified

to manage each risk and the sources of

controls assurance.

The Board obtains assurance over risks

and risk management through the

internal control framework. More

information on the internal control

framework can be found within the

Corporate Governance report on page

87 and within the Audit Committee

report on pages 113 -126.

Group Risk Committee

The primary purpose of the Group’s Risk

Committee is to assist the Board in its

oversight of the effectiveness of the risk

management framework. It performs its

role through:

– having an overview of the key risk

issues identified across the Group;

– ensuring that the Group risk

dashboard remains relevant on

an ongoing basis;

– reflecting the Group's risk appetite

against those identified risks;

– overseeing and, where necessary,

directing the effective design and

operations of the Group's governance,

risk management and internal control

framework; and

– ensuring that there is adequate

enterprise-wide processes and

systems for identifying and reporting

emerging risks.

The Group Risk Committee convened

three times in 2025 and was chaired by

the Chief Financial Officer, supported by

Head of Risk. This schedule aligned with

the triannual risk updates provided to

the Board. The full responsibilities of the

Committee are captured on page 71.

Emerging risks

The proactive management of

emerging risk and opportunity is

regarded as a key priority for the Group,

which will only continue in importance

given the ever evolving global operating

environment.

By their nature, emerging risks are

deemed to be different from our

identified principal risks due to their

characteristics of ambiguity, uncertainty,

volatility and difficulty to define

and quantify.

There is an acknowledgement, however,

that they have the potential for both

significant strategic impact and

opportunity to create competitive

advantage.

To continue to promote agility against

these threats and further strengthen our

business resilience, a deep - dive

emerging risk session was conducted

with the Board over the course of the

year, with the priority areas identified

already aligned with the Group's

principal risks.

This emerging risk review consistently

highlighted the crucial connection

between the geopolitical risk landscape

and the global economic outlook. Both

factors were recognised for their

significant potential to influence the

Group's overall strategy over the next

decade.

Adopting this process allows the Board

to remain alert to both the internal and

external emerging risk landscape and

the ability to respond and adapt

accordingly.

è Read more
Risk appetite statement	See page 68
Corporate Governance report	See page 87
Audit Committee report	See pages 113-126

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Risk management

continued

Risk management roles and responsibilities

		Group	Risk management responsibilities
Third line of defence u		Board Overall responsibility for the Group’s risk management and internal control frameworks, and strategic decision within the Group.	– Annual review and ongoing monitoring of the effectiveness of the risk management and internal control frameworks. – Annual review of the Group’s risk appetite. – Assessment of the Group’s principal and emerging risks.	– Three times a year receive a report from the Risk Committee that sets out the current assessment of each principal risk, the effect of mitigating controls on each risk, the direction of travel of each risk versus the prior year, the extent to which each could potentially impact the Group’s strategic goals and any relevant findings relating to significant control failings or weaknesses that have been identified. – Taking decisions in accordance with the delegated authority matrices.
	Internal Audit The Internal Audit function operates independently from management and reports directly to the Audit Committee and the Board. Through its activities, Internal Audit supports the Board and Audit Committee in fulfilling their oversight responsibilities, helping to ensure that the Group’s risk management and internal control systems remain effective, resilient, and aligned with strategic objectives.	– Providing independent, objective assurance and advice on the effectiveness of the Group’s risk management, governance, and internal control frameworks. – Evaluating the adequacy and effectiveness of controls implemented by the First and Second Lines of Defence, ensuring that risks are appropriately identified, assessed, and managed. – Reporting significant findings, control weaknesses, and recommendations for improvement directly to the Audit Committee and Board, supporting informed decision making and oversight.	– Monitoring the implementation of agreed actions to promote continuous improvement across the Group. – Maintaining unrestricted access to all areas of the business, reinforcing its independence and ability to deliver comprehensive assurance.
Second line of defence u		Group Executive Executive Committee with overall responsibility for managing the Group to ensure it achieves its strategic objectives.	– Managing risks that have the potential to impact the delivery of the Group’s strategic objectives. – Monitoring business performance, in particular, key performance indicators relating to strategic objectives.	– Taking strategic decisions in accordance with the delegated authority matrices. – Escalating issues to the Board as required.
	Group Risk Committee Management Committee responsible for governance of the Group’s Risk Management Policy and framework.	– Review of the design and operation of the Group’s Risk Management Policy and framework. – Identification and assessment of the key risks facing the Group, identification of the key controls mitigating those risks and identification of further actions where necessary. – Identification and review of emerging risks and opportunities. – Review of the Divisional risk dashboards, considering the appropriateness of management’s responses to identified risks and assessing whether there are any gaps.	– Review of the Divisional risk dashboards, considering the appropriateness of management’s responses to identified risks and assessing whether there are any gaps. – Reporting key Group and Divisional risks to the Board.

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Risk management

continued

		Group	Risk management responsibilities
Second line of defence  u		Chief Executive’s Safety Committee Safety Committee with responsibility to set and monitor the Group’s Safety, Health and Environmental (SHE) principles, priorities and actions.	– Executive Committee representation to drive improvements in our safety performance throughout the Group. – Champion the Group’s SHE Charter, reinforcing our commitment to maintaining a zero harm workplace.	– Ensure the strategy for SHE improvements is comprehensive, risk-based, deliverable and balanced and built on best practice from peers, customers and suppliers.
	Management Committees Several management-led committees, some of which are known as Excellence Committees. These Committees cover a wide range of subject areas relevant to the Group and delivery of its strategy objectives including safety, sustainability, technology, and inclusion, diversity and equity.	– Monitoring the management of key risks across the Group associated with the respective remits of the Management Committees. – Monitoring performance and compliance with Group objectives, policies and standards related to the respective remits of the Management Committees. – Taking decisions in accordance with the delegated authority matrices.	– Escalating issues to the Group Executive as required. – Reviewing the results from relevant assurance activities. – Design and administration of the Group’s compliance programme covering core areas including anti-bribery, anti-corruption, anti-trust, privacy, trade controls and human rights.
First line of defence   u		Divisional management Responsible for managing the businesses within the Divisions to ensure Divisional strategic objectives are achieved and there is compliance with Group policies and standards throughout their Division.	– Identifying and managing risks that have the potential to impact the delivery of the Division’s strategic objectives. – Monitoring performance and compliance with Group objectives, policies and standards within the Divisions and with regard to the outputs from the Excellence Committees.	– Taking decisions in accordance with the delegated authority matrices. – Escalating issues to the Group Executive as required. – Reviewing the results from relevant assurance activities.
	Operating Company management Responsible for ensuring Company objectives are achieved and business activities are conducted in accordance with Group policies and standards.	– Identifying and managing risks that have the potential to impact the delivery of their Company’s strategic objectives. – Monitoring performance and compliance with Group objectives, policies and standards within their Company.	– Taking decisions in accordance with the delegated authority matrices. – Escalating issues to Divisional management and Excellence Committees as required. – Reviewing the results from relevant assurance activities.

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Principal risks and uncertainties

As in any business,

there are risks and

uncertainties that

could impact the

Group's ability to

achieve its strategic

objectives

Our risk management and internal

control frameworks are designed to

make this less likely by clearly identifying

and seeking to mitigate the key risks.

During the year, the Board conducted a

robust assessment of the Company's

emerging and principal risks, alongside

the risk appetite statements set out on

page 68, meeting the Board's

responsibilities in connection with risk

management and internal control

requirements in the UK Corporate

Governance Code. Each of the principal

risks is assigned an owner from among

the Board or Group Senior Management

team, and a detailed review of each

principal risk has been completed in

the year.

Key strategy

The Group's risk dashboards were

reviewed, and validity of the existing

prior-year principal risks were

reassessed, and consideration was

given as to whether any new principal

risks have emerged, or certain risks are

no longer considered to be a principal

risk. This review resulted in changes

being made to the principal risks in

2025.

The identified principal risks were

subjected to a detailed assessment

based on the following considerations:

– potential severity of each risk relative

to the Group's stated risk appetite;

– existence and effectiveness of actions

and internal controls that serve to

mitigate the risk;

– the overall effectiveness of the

Group's control environment,

including assurance and any identified

control weakness; and

– the extent to which each of the

principal risks could impact the

Group's viability in financial or

operational terms, due to their

potential effects on the business plan,

solvency, reputation or liquidity.

The principal risks set out on pages

74-84 are those that we believe to have

the greatest potential to impact our

ability to achieve the Group's strategic

objectives, or which have the greatest

potential impact on the Group's

solvency, liquidity or reputation.

Identifies those

risks upon which

the enhanced

stress testing

conducted for the

viability statement

has been based.

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Principal risks and uncertainties

continued

Political & social
Description Adverse political action, or political and social pressures, in territories in which we operate may result in strategic, financial or personnel loss to the Group.				Risk trend	Risk owner: Chief Legal Officer	Impact on strategy
Why we think this is important Geopolitical tensions continue to intensify across global markets, resulting in increased unpredictability - particularly within the international tariff landscape. This ongoing volatility has led to greater uncertainty in cost structures, project delays, potential for supply chain disruptions impacting pricing and availability of critical minerals and heightened regulatory scrutiny that the Group must carefully navigate. We must act quickly to protect our people and property and adjust to such regulatory changes that may affect our competitiveness and return on capital employed.		How we are mitigating the risk The Group maintains close oversight of political and social developments, employing a robust strategic planning process to continuously assess market opportunities and identify potential risks related to instability in our operational regions. Through proactive engagement with government officials, elected representatives, and trade and industry organisations, the Group is able to contribute constructively to policy discussions and address relevant concerns effectively. To mitigate against this broad spectrum of geopolitical disruptors, the Group ensures a high level of preparedness and resilience via its established crisis response protocols, which are rigorously tested on an ongoing basis.		Key changes during 2025 Driven by geopolitical events, concerns over supply security, and rising demand from forward-looking industries, governments around the world are showing increased interest in mining. Recognising this, the Group initiated a more systematic and structured strategy for government relations to better manage political risk, improve market access, and strengthen our overall approach to handling new regulatory and geopolitical challenges. This approach will continue to evolve over the course of 2026. The priority, potential impact, and likelihood of this risk remained high and consistent throughout the year.

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Principal risks and uncertainties

continued

Technology
Description Failure of the Group to embrace technology, innovate and continue to develop and invest in both our core and next-generation solutions and services for our customers, leaves the Group's market-leading positions and ability to deliver on growth ambitions exposed.				Risk trend	Risk owner: Chief Strategy & Sustainability Officer	Impact on strategy
Why we think this is important We need to continue to drive innovation across the Group through investment in talent and collaboration with research partners, thus ensuring there is a sustainable and evolving product offering leveraging new and adjacent technologies. Failure to achieve this could give rise to the following: – an inability to give sufficient priority to outer horizon technology leading to an under investment/delayed development to meet our medium to long-term performance goals; – failure to identify and mitigate potentially disruptive technology trends as they appear in mining or adjacent industries; – failure to leverage our deep customer/market insights to develop products and solutions that meet the most strategic needs of our customers and other stakeholders; – failure to adapt our business model to capture economic value/prevent economic loss from technological advances; – failure to leverage new technology to reduce costs/improve our own operational performance; – failure to develop, attract and retain the talent and strategic R&D partnerships; – failure to capture climate transition opportunity/ mitigate risk via our technology offering.		How we are mitigating the risk Continued investment in our technology strategy aligned on smart, efficient and sustainable priorities. Targeting R&D minimum spend of 2% of revenue in each financial year. Use of new emergent technologies radar software/ process with embedded AI scanning capability to assess potential risks and opportunities. Strong governance around intellectual property and new material/product launches. Evolving WARC (Weir Advanced Research Centre) model with strategic international research, academic and technology scanning partnerships and funding. Continued uplift in our AI/Digital capability (people, process, data and technology) supported by our strategic acquisition and partnership strategies.		Key changes during 2025 We conducted an end-to-end deep-dive review of our full Enterprise Technology Roadmap, with internal and external challenge from a broad stakeholder group, to fully refresh and revalidate our R&D priorities. We concluded multiple strategic technology-based acquisitions, including Micromine and Fast2Mine and the announcement of a strategic investment and global collaboration with CiDRA Minerals Processing Inc. We leveraged our new branding initiative to continue to build multi-level relationships in key mining customers and other sector stakeholders to drive even greater technology transformation adoption.  The impact and likelihood of this risk is assessed to have remained constant during the year.

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Principal risks and uncertainties

continued

Safety, health & wellbeing
Description Failure to adequately protect our people and customers from harm presents a significant threat to the physical and mental wellbeing of the Group's existing and available workforce, leading to a resultant impact on productivity and our ability to meet customer demands and expectations.				Risk trend	Risk owner: Senior Director  Safety, Health and Environment	Impact on strategy
Why we think this is important At Weir, the subject of Safety, health and wellbeing stands as a cornerstone of our operational philosophy and corporate culture. The wellbeing of our employees, customers, and communities is paramount and integral to our success. Ensuring a safe and healthy work environment fosters a positive and productive atmosphere, which in turn enhances our overall performance and sustainability. Our robust Health and Safety framework enables us to mitigate risks, prevent incidents, and promote a culture of continuous improvement. It is through this relentless pursuit of excellence that we strive to eliminate workplace injuries and provide a supportive environment where every individual can thrive.		How we are mitigating the risk Weir has implemented robust health and safety policies that serve as the foundation for its risk mitigation efforts. These policies are designed to comply with international standards and industry best practices, ensuring a consistent approach across all operations. Weir has adopted globally recognised occupational health and safety management systems, such as ISO 45001. These systems provide a structured framework for managing health and safety risks, enabling Weir to identify hazards, assess risks, and implement effective control measures. Weir monitors and reports on its health, safety, and wellbeing performance using key performance indicators (KPIs) and metrics. Regular audits and reviews are conducted to identify areas for improvement and ensure compliance with established standards. Weir offers a range of wellbeing programmes designed to promote a healthy work-life balance. These programmes include fitness and wellness activities, mental health support services, and flexible working arrangements. Employees are encouraged to participate in these programmes to enhance their overall wellbeing.		Key changes during 2025 In 2025, we advanced our commitment to zero harm and sustainability through a series of transformative initiatives across Safety, health and wellbeing. – Safety Leadership and Culture: We strengthened leadership accountability with the rollout of the Visible Felt Leadership Framework, ensuring every shift began with a Zero Harm moment. Global Zero Harm Spotlight Campaigns drove engagement, resulting in over 500 safety conversations and more than 100 hazards reported via SHIELD, the Group’s proprietary Safety, Health, and Environment reporting management system. – Health and Wellbeing: The Shield Health Application (a digital health monitoring and wellbeing tool focused on employee health data, wellbeing insights and proactive risk reduction) entered its build phase, with pilots identified at key operational sites across the Group. – Governance and Policy: We updated our Safety, Health and Environment policy, to better align with our sustainability strategy and reinforce compliance and a risk-based approach across all operations. These initiatives continued to strengthened our safety, culture, reduced environmental impact, and enhanced employee wellbeing, positioning us to deliver sustainable growth and operational excellence. The impact and likelihood of this risk is assessed to have remained constant during the year.

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Principal risks and uncertainties

continued

People
Description Failure of the Group to develop a strong talent development system and culture, necessary to attract and develop the very best talent and capabilities needed to execute our strategy.				Risk trend	Risk owner: Chief People Officer	Impact on strategy
Why we think this is important Our people, supported by a comprehensive and forward-thinking People Strategy, are fundamental to the Group’s success. By aligning talent, capabilities, and organisational culture with our strategic goals, we effectively translate vision into measurable results. In a period defined by rapid digital transformation, workforce readiness is critical. Initiatives designed to cultivate leadership across all levels, enhance mentoring and coaching, and update our approaches to reward and wellbeing, enable our teams to develop the skills, confidence, and support required to quickly integrate new tools and methodologies. Furthermore, operational readiness involves preparing our business to embrace change and expand digital competencies in data, processes, and technology. This approach not only addresses key 'Digital' talent risks, but also drives improvements in safety, productivity, customer value, and innovation.		How we are mitigating the risk Promotion of the Weir Group values and behaviours, Code of Conduct and HR policies sets the standards and expectations for all our staff, reinforcing our stated commitment to attracting and retaining the very best people. High performer assessments are undertaken to identify and develop our very best talent. Talent development and succession plans are in place and periodically reviewed for all of our key management. Personal development plans are set and reviewed for the effective development of all our staff. We continue to offer competitive compensation and benefits packages.		Key changes during 2025 In 2025, the Group implemented a comprehensive range of people-centred initiatives designed to strengthen leadership, enhance talent acquisition, build organisational capability, advance a high-performing HR function, and further advance our goals in inclusion, diversity, and equity. Key achievements included: – leadership development was prioritised, with comprehensive programmes rolled out across all levels, including executive coaching, tailored learning journeys, and the relaunch of our Leadership Hub; – strategic capability-building programmes addressed business priorities, including digital skills and succession planning for a multigenerational workforce; – global HR delivery model established, standardising core processes, strengthening governance and control and enhancing resilience across all regions; and – targeted education programmes, inclusive leadership training and strengthened affinity networks, including the Weir Women’s Network and Weir Pride Alliance. We introduced diversity targets across senior leadership levels and integrated ID&E metrics into our People Dashboard and succession planning processes. Over the course of the year, our people risk was assessed as remaining stable and brought within risk appetite reflecting progress achieved over the course of the year.

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Principal risks and uncertainties

continued

Market
Description Changes in key mining markets, including commodity prices and macroeconomic conditions, have an adverse impact on customers' expenditure plans. Fundamental market structure changes could alter the long-term economics of the business.				Risk trend	Risk owner: Chief Financial Officer	Impact on strategy
Why we think this is important Market risk for Weir is primarily shaped by fluctuations in commodity prices and shifts in macroeconomic conditions, both of which have a direct and significant influence on customers’ capital and operational expenditure plans. Volatility in key commodities - such as copper, gold, iron ore, nickel, lithium, and oil sands - alongside broader trends in global growth and inflation, can impact long-term business performance. Lower commodity pricing and heightened inflationary pressures may lead to increased caution among customers, affecting demand for Weir’s products and services. These market dynamics can also disrupt logistics flows and alter the balance of supply and demand within the commodity market.		How we are mitigating the risk The Group’s aftermarket-focused business model and emphasis on enhanced technology aim to reduce costs and improve efficiency, helping to mitigate the risk of future downturns. To further navigate these challenges, Weir combines real-time market intelligence, scenario planning, and ongoing engagement with customers and stakeholders, ensuring the Group remains agile and responsive to changes that could affect demand, margins, and investment decisions.		Key changes during 2025 Throughout 2025, the Group maintained market risk within its defined appetite through active monitoring and strategic actions. Monthly reviews by the Executive Committee tracked key economic indicators, commodity trends and competitor developments, enabling timely responses to external volatility. Market assumptions were updated to incorporate  climate-related impacts and commodity price fluctuations, ensuring resilience in forecasting and planning. Diversification initiatives, including expansion of our mining software offerings, technology-led solutions and selective geographic growth, reduced dependency on single market segments. These measures ensured the Group remained              well-positioned to navigate cyclical markets, while pursuing sustainable growth.

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Principal risks and uncertainties

continued

Competition
Description Increasing presence of low-cost competitors with improving quality in our end-markets leads to significant pricing pressure and margin deterioration. Disruptive technologies, or new entrants with alternative business models, could also reduce our ability to sustainably win future business, achieve operating results and realise future growth opportunities. Continuing threat from third-party replicators.				Risk trend	Risk owner: Divisional Presidents	Impact on strategy
Why we think this is important The risk of competition is critical to the Group because it directly impacts profitability, market share, and long-term strategic success. The growing presence of low-cost competitors with improving quality, alongside disruptive technologies and alternative business models, could create pricing pressure and margin erosion. These dynamics can undermine the Group’s ability to win future business and realise growth opportunities.		How we are mitigating the risk Horizon scanning for competitor threats, including patent searches and applications. Technology solutions with differentiation on engineering expertise, aftermarket service and total costs of ownership. Continued development of operational efficiency and improvement plans. Continued investment in core product design, process and materials that provide high value.		Key changes during 2025 The Group’s competitive edge in 2025 has been strengthened by a combination of digital transformation, targeted acquisitions, continuous product innovation, geographic expansion, operational excellence, and a strong focus on sustainability and customer value. Some of these key initiatives included: – acquisition and integration of Micromine, a leading mining software provider, significantly advanced Weir’s digital capabilities; – bolt-on acquisitions including Fast2Mine and Townley Engineering; – continuous R&D investment: Significant resources allocated to developing next-generation products (e.g., Nexsys® GET system, Production Master® buckets, UltraHaul®) and expanding our IP-protected revenue streams; and – expanded global footprint: Increased direct sales presence in key markets (Australia, Chile), and leveraged the ‘One Weir’ approach to cross-sell solutions and accelerate product development. These initiatives continued to position Weir as a market leader in mining technology, with resilient growth,    sector-leading margins, and a compelling value proposition. Net risk was increased marginally over the course of the year recognising the ever present threat from third-party replicators.

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Principal risks and uncertainties

continued

Value chain excellence
Description Failure to achieve value chain excellence improvements and the associated reduction in costs and enhanced capital efficiency.				Risk trend	Risk owner: Divisional Presidents	Impact on strategy
Why we think this is important Value Chain Excellence is essential for executing our strategy and maintaining performance. A robust and streamlined value chain allows us to efficiently fulfil customer requirements regarding quality, volume, and timely delivery, while remaining cost-competitive. This foundation supports inventory optimisation and enhances cash conversion, thereby releasing capital to support growth and innovation initiatives. In dynamic market conditions, an effective value chain processes bolster’s our resilience against inflationary impacts and potential supply chain interruptions. Through the integration of lean principles and digital technologies throughout our operations, we seek to eliminate waste and drive end-to-end value. These measures are vital for protecting margins, facilitating scalability, value realisation from existing businesses and future acquisition synergies and generating sustained value for all our stakeholders.		How we are mitigating the risk Regular KPI monitoring of the value chain throughout the organisation. Value Chain Excellence initiatives operate throughout the Group to drive improvements, including expanding production in best cost countries. The Group’s forward purchase commitments are being closely monitored to manage inventories at levels appropriate to market conditions. Our credit risk management procedures are under continuous appraisal and review. We regularly monitor market activity to ensure we remain competitive. Improved demand planning and forecasting, including sales and operations planning. Realising value from shared service initiatives.		Key changes during 2025 In 2025, the Group undertook several strategic initiatives that advanced value chain excellence, reduced costs, and improved capital efficiency. The Group optimised its global foundry network and expanded its direct-to-customer strategy, leading to streamlined operations and greater control over quality and expenses. Lean processes and continuous improvement programmes — such as WINS (Weir Integrating Network System) and ESCO’s CI (Continuous Improvement) — delivered substantial savings via inventory optimisation, SKU rationalisation, and standardisation of bill of materials. Investments in digital technologies, including the deployment of NEXT intelligent solutions and advanced condition monitoring, enabled predictive maintenance and minimised downtime, thereby lowering the total cost of ownership. Strategic acquisitions, such as Micromine and Fast2Mine, alongside focused R&D activities, accelerated product innovation and facilitated market expansion. Disciplined capital allocation supported sustained improvements in operating margins and ensured strong free cash flow conversion. The risk was reduced in net rating and brought within risk appetite in 2025, reflecting the transition from Performance Excellence to continuous improvement.

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Principal risks and uncertainties

continued

Climate
Description Failure to adapt to, and mitigate, climate change and the associated impact on our current or future business.				Risk trend	Risk owner: Chief Strategy & Sustainability Officer	Impact on strategy
Why we think this is important Failure to adapt, mitigate and embrace the challenges and opportunities presented by climate change could have a significant impact on Weir, our people, our customers and our supply chains. Physical risk exposures, both acute and chronic, can be characterised by extreme weather events including floods, wildfires, heatwaves, storms and rising sea levels that could threaten not only our own, our customers and our suppliers operations, but also exacerbate geopolitical and social tensions should these events lead to forced migration or displacement of communities in certain regions. The world's climate challenge and transitioning to a low-carbon economy brings with it significant opportunity for the Group. However, failure to innovate and deliver smarter, more efficient and sustainable solutions for our customers and, at the same time, effectively manage our own footprint, could give rise to a number of risks ranging from political and legal challenges, shifts in market demands and changes in customer or community perceptions.		How we are mitigating the risk Climate transition strategy forms part of our sustainability strategy.  We aim to align our business to a net zero future that we seek to enable through our implementation strategy: – we Deliver Sustainable Weir - Drive scope 1&2 emissions within our operational control towards net zero by 2050 by improving energy efficiency in our facilities, progressively switching to renewable energy and a long-term effort to identify technology opportunities to mitigate              hard - to - abate emissions; – engaging our suppliers to decarbonise our upstream supply chain: although a small component of our scope 3 CO2e footprint, we seek to use our influence where possible to encourage change, support reductions in embodied ‘cradle to gate’ emissions in Weir products and increase circularity; and – we Accelerate Sustainable Mining by ensuring our business model and technology roadmap aligns with supporting customers to decarbonise their operations and to reduce water impact.		Key changes during 2025 We have continued to embed our refreshed sustainability strategy to reduce our own carbon footprint and work in partnership with customers to deliver mining technology for a sustainable future. We have made great progress against our 2030 scope 1&2 SBTi targets and are well on track to deliver our target to reduce these emissions by 30% versus a 2019 baseline. We have continued to grow our customer avoided emissions impact and invested R&D to continue drive our pipeline of products and solutions that use less energy. We have advocated throughout the year on two strategic topics: – the need for secure, affordable, clean energy for mining regions; – reform of target frameworks to enable companies in hard-to-abate sectors such as metals and mining to align with a net zero world. We have prepared and published our refreshed Climate Transition Plan informed by the Transition Plan Taskforce (TPT) Framework (see page 59). This lays out in depth both our implementation strategy and our engagement strategy and specifically highlights the actions we can control or influence, and areas where we have dependencies on actions by others. We aim to further align with each TPT recommendation as we develop our climate strategy in future years.  Over the course of the year, our climate risk was assessed as remaining stable.

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Principal risks and uncertainties

continued

Data and AI
Description Failure to exploit emerging Data and AI capabilities may lead to missed innovation and efficiency opportunities, and non-compliance with policy and regulations, operational disruption, reputational damage, and financial loss, ultimately weakening Weir’s competitive edge and long-term value delivery.				Risk trend	Risk owner: Chief Information Officer	Impact on strategy
Why we think this is important AI and data are central to the Group’s strategy for sustainable growth, operational excellence, and market leadership. Leveraging high-quality data and advanced AI enables Weir to drive productivity, efficiency, and value creation across all business areas. Effective data and AI governance ensures that these technologies are used responsibly, ethically, and in compliance with evolving regulations, reducing risks of operational disruption, reputational damage, and financial loss. By embedding robust governance, investing in talent and technology, and aligning AI initiatives with business objectives, the Group strengthens its competitive edge and long-term value delivery.		How we are mitigating the risk We continue to place data and artificial intelligence at the centre of our strategy for growth and operational excellence. By harnessing advanced digital technologies and AI-driven solutions, we are enabling smarter, more efficient, and sustainable mining operations for our customers worldwide. Key highlights include: – Digital Transformation: Unlocking new productivity and sustainability gains through real-time data integration, AI-powered process optimisation, and intelligent automation across the mining value chain; – Customer Value: Our software solutions and connected products deliver measurable improvements in yield, reliability, and cost efficiency, helping customers achieve their operational and sustainability goals; – Innovation and Leadership: Investments in AI and data infrastructure position Weir as a thought leader in mining technology, supporting a    future-ready workforce and driving continuous improvement; and – Resilient Growth Model: The adoption of digital solutions underpins our strong recurring revenue streams and supports predictable, resilient growth, compounding returns for shareholders.		Key changes during 2025 Our previous 'Digital' risk was redefined to concentrate specifically on Data and AI, recognising their increasing significance as well as the related operational, compliance, and reputational risks and opportunities. In 2025, governance structures were formalised, Responsible AI principles embedded, compliance tools deployed, and Generative AI initiatives accelerated, all with an emphasis on risk management and regulatory alignment. We established a Data and AI Control Board and a separate Governance Hub to improve oversight, define roles, conduct maturity assessments, and enable the rollout of centralised policies, standards, and training.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	83

Principal risks and uncertainties

continued

Information security & cyber
Description Failure to adequately protect Weir from cyber-enabled fraud and other information security risks that can lead to operational disruption, reputational damage, regulatory fines and/or financial impacts.				Risk trend	Risk owner: Chief Information Officer	Impact on strategy
Why we think this is important Weir's global operations are heavily reliant on IT systems, tools and infrastructure. As the scale, frequency and impact of cyber attacks continue to evolve and increase, we recognise the significant risk this poses to Weir and its people, and take appropriate steps to mitigate these threats. Weir is part of an integrated, complex supply chain, with each member of the supply chain managing the risk of exposing each member of the supply chain to their vulnerabilities. Artificial intelligence powered threat actors increase the risk of advanced hacking tools and cyber fraud, utilising techniques like voice cloning and deep fake impersonations. Growing cyber security regulations in our operating regions require Weir to maintain compliance and update operational processes to reflect regulatory expectations. As the Group continues on its M&A agenda it is equally recognised that acquisitions can increase the risk of inheriting latent cyber vulnerabilities and threat actors due to inconsistent security controls, legacy systems, or lack of prior breach detection.		How we are mitigating the risk We have an IT governance framework that underpins our technology operations. The IS&T Risk and Assurance Board provides assurance and oversight of our security posture across the business, approves policy control and assessments in relation to cyber risk and information technology/operational technology security. Security incidents are managed by the cyber security operations team and serious incidents are reported to the Group Executive. Internal and external audits also take place regularly, providing additional governance and resilience to our controls, as well as highlighting opportunities to make further improvements. We run bespoke cyber security education and awareness campaigns throughout the year to ensure colleagues are equipped with the knowledge and confidence they need to use technology safely and securely. Our technology enterprise architecture and cyber security strategy roadmap continue to deliver improvements across the business that will help reduce the impact of any future cyber incidents.		Key changes during 2025 A new Governance forum was created to manage and oversee regulatory compliance, with an initial focus on cyber security and artificial intelligence. Assurance reviews were conducted on our key managed service providers, with the findings reported to the Board and Audit Committee. Any issues identified are actively addressed through mutually agreed action plans. Our acquisitions due diligence now features enhanced checks for potential threat actor activity. During the year, we became members of the Global Mining and Metals Information Sharing and Analysis Centre, giving us access to shared cybersecurity intelligence that helps identify and address threats within the sector. While recognising the growth in global threats throughout the year, the Group's overall net risk assessment held steady, demonstrating the effectiveness of our established control environment.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	84

Principal risks and uncertainties

continued

Ethics & governance
Description Interactions with our people, customers, suppliers and other stakeholders are not conducted with the highest standards of integrity and in accordance with Group policies and procedures, which devalues our reputation.				Risk trend	Risk owner: Chief Legal Officer	Impact on strategy
Why we think this is important Conducting business with the highest standards of integrity is important because it protects the Company’s reputation, ensures compliance, builds trust, guides behaviour, promotes fairness, and safeguards stakeholders. These principles are woven throughout the Group’s Code of Conduct and are essential for our long-term success, sustainability and responsible corporate citizenship. We are unwilling to accept dishonest or corrupt behaviour from our people, or external parties working on our behalf, while conducting our business. We expect all areas of the business to do the right thing and conduct business in compliance with applicable laws, Weir Group values, policies and procedures, and the highest ethical standards.		How we are mitigating the risk The Weir Code of Conduct, along with Group policies, guides our business operations. We provide regular training through various methods including town hall sessions and online courses. We continuously monitor the effectiveness of our risk management and internal control frameworks. Internal Audit regularly reviews anti-bribery, corruption, and financial controls across the Group. The Group Compliance function manages our global compliance programme and collaborates with Internal Audit and other key functions to ensure adherence and deploy strategies effectively. An Ethics Hotline is available for staff and the public, with timely investigations and reports submitted to the Group Executive and Board.		Key changes during 2025 Throughout the year, the Global Compliance team has worked diligently to strengthen our Ethics and Governance agenda on a global scale. Two cornerstone initiatives - the rollout of a global Anti-Money Laundering programme, enhancing previous policies and the introduction of a new Fraud Prevention Governance Framework - underscore our commitment to ethical leadership and regulatory excellence. By embedding these frameworks across all regions, we have reinforced our ability to anticipate and respond to regulatory change, ensuring that integrity remains at the heart of our operations. Risk remained stable across the year.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	85

Viability statement

In accordance with provision 31 of the

UK Corporate Governance Code 2024,

the Directors have assessed the viability

of the Group, taking into account the

Group’s current position and the

potential impact of the principal risks

documented on pages 73 to 84 of the

Annual Report.

Assessment period

The Directors have determined that a

three-year period to 31 December 2028

is an appropriate period over which to

provide its viability statement. The

Group’s key markets are by nature

cyclical and, therefore, while the Group

operates a five-year strategic planning

process, market cyclicality and the

related lack of visibility over commodity

prices in particular indicate that a period

of three years is appropriate. We believe

that this approach presents the Board

and readers of the Annual Report with a

reasonable degree of confidence over

this longer-term outlook.

Risk assessment

The Board considered the longer-term

prospects of the Group as a mining

technology leader and carried out a

robust assessment of the principal risks

facing the Group, including those that

could threaten its business model,

future performance, solvency or

liquidity.

While the review has considered all the

principal risks identified by the Group on

pages 73 to 84, the following risks were

focused on for enhanced stress testing.

– Market volatility, modelled by applying

downturn scenarios and major

customer shocks.

– Technology, competition and value

chain excellence, modelled by

significant loss of market share and

pricing pressure in key markets.

– Information security & cyber modelled

by major site shutdown scenarios and

significant disruption to operations as

a result of a cyber incident.

– A regulatory shock scenario in

response to the ethics and

governance or safety, health &

wellbeing risks.

– Climate, modelled by major site

shutdown scenarios as a result of

severe weather and potential

downside impact on mining revenues

from certain commodities as a result

of changes in markets driven by

climate action.

– Political & social risks, modelled by a

major economic shock and the impact

of supply chain and commodity

inflation.

The Group has delivered a strong

financial performance in 2025, while

significantly accelerating our growth

strategy through a series of acquisitions,

strategic partnerships and new product

launches. Weir is strongly positioned to

benefit from the multi‑decade growth

opportunity driven by structural global

demand for critical minerals and the

adoption of new technologies that

enable more sustainable mining.

Activity levels in our core mining

markets remain strong, with customers

increasingly investing in expansion and

debottlenecking projects as supply

deficits in critical metals emerge.

Supported by favourable commodity

prices, customers continue to prioritise

maximising ore production and

improving the efficiency of existing

operations. Combined with the

expansion of our installed base, these

dynamics support strong demand in

our core hardware aftermarket solutions.

However, geopolitical uncertainty

persists and we have experienced

localised disruptions across the mining

industry. Therefore, recognising these

uncertainties and the potential impact

on our operations, the Directors have

also considered the longer-term

prospects for the Group as part of the

overall consideration of viability.

It is acknowledged that a significant

change in macroeconomic conditions

or the geopolitical landscape would

cause short-term disruption. However,

these risks are mitigated by the

resilience of the Group’s aftermarket-

focused business model, the

geographical spread of the Group and

the strong supply chain processes in

place. These would allow the Group to

adapt and remain viable.

The impact of climate change on our

operations continues to be carefully

considered. Sustainability is core to our

business strategy and is centred on two

pillars – deliver sustainable Weir and

accelerate sustainable mining. As an

innovation partner to the mining

industry, our technology agenda is

focused on solving our customers'

biggest sustainability challenges. The

Group has made commitments to

longer-term targets to align with SBTi

requirements and has conducted

scenario analysis to assess risks and

opportunities related to the transition to

a low-carbon economy. There continue

to be no indicators that climate change

and the steps taken to achieve these

targets will impact the viability of the

Group.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	86

Viability statement

continued

Process and key assumptions

The Strategic Plan, prepared bottom-up

annually and approved by the Board, is

used as the basis for the viability

modelling and is supplemented with

due consideration of current trading.

The key assumptions underpinning the

Strategic Plan include continued strong

demand for minerals such as copper,

gold and battery metals such as nickel

and lithium driven by electrification. This

translates into supportive commodity

prices, long-term economic growth and

increasing demand for our new

transformative solutions for sustainable

mining as the energy transition gathers

pace.

The output of this plan is used to

perform debt and headroom profile

analysis, which includes a review of

sensitivity to ‘business as usual’ risks,

such as profit growth, working capital

variances and return on capital

investment. The base case has been

stress tested to reflect:

i. severe but plausible downside

scenario; and

ii. a highly unlikely more severe scenario.

The resulting scenarios were modelled

to include a series of individual one-off

‘shocks’, which represent the principal

risks identified, in combination with

commodity price-based market

downturn scenarios. The assessment

took into consideration the potential

impact on the Group’s profits and cash

flows and resulting impact on banking

covenants.

The analysis indicated that the Group

would be able to comply with its current

banking covenants, which are shown in

note 31 within the Group Financial

Statements, and maintain sufficient

liquidity headroom within its existing

lending facilities under both scenarios.

The outcome of the modelling is

supported by the following factors.

– The geographic spread of the Group’s

operations helps minimise the risk of

serious business interruption or

catastrophic damage to our

reputation.

– While the Group remains exposed to

some cyclicality from the markets in

which it operates, it continues to deliver

strong cash generation and have a

strong balance sheet that helps support

significant liquidity.

– The Group’s ability to flex its cost base

and preserve cash, as demonstrated

in 2020 with the swift actions taken in

response to Covid-19, and seen in

earlier downturn years.

– While climate change actions may

give rise to changes in certain of the

Group’s markets, our aftermarket-

focused and technology-

differentiated business model,

together with a commodity mix

biased to commodities critical to

supporting decarbonisation, gives the

Group good protection against

downside risk and the ability to benefit

from opportunities in other markets.

– The Group’s ability to generate cash

and obtain funding, most recently

demonstrated through securing the

Australian Dollar $1.2bn term loan

facility in February 2025 to finance its

purchase of Micromine®. Subsequently,

in October 2025, the Group

successfully issued Australian Dollar

$400m five-year bond notes and part

repaid the term loan. In May 2025, the

Group completed the issue of

US$950m five-year bond notes. The

combination of funding activity and

strong cash generation provides

the Group with significant levels of

liquidity over an extended maturity

profile.

– These factors are considered critical in

protecting the Group’s viability in the

face of adverse economic conditions

and/or the additional risks highlighted.

Review process

The Audit Committee, on behalf of the

Board, have reviewed the underlying

processes and key assumptions

underpinning the viability statement.

While this review does not consider all of

the risks that the Group may face, the

Board considers that this stress testing

based assessment of the Group’s

prospects is reasonable in the

circumstances of the inherent

uncertainty involved.

Confirmation of viability

Based on this assessment, the Directors

confirm that they have a reasonable

expectation that the Group will be able

to continue in operation and meet its

liabilities as they fall due over the period

to 31 December 2028.

The Strategic Report covering pages 1

to 86 of this Annual Report and Financial

Statements 2025, has been approved

by the Board of Directors in accordance

with the Companies Act 2006 (Strategic

report and Directors’ report) Regulations

2013.

On behalf of the Board of Directors

Jennifer Haddouk

Company Secretary

3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	87

Chair's statement on governance

Our governance

framework underpins

robust corporate

governance processes and

ensures the Group has the

resources required to meet

its objectives and measure

performance effectively.

Barbara Jeremiah

Chair

Dear shareholder,

On behalf of the Board, I am pleased to

present the Corporate Governance

Report for the year ended 31 December

2025.

2024 updated Corporate

Governance Code

The changes introduced by the updated

2024 Corporate Governance Code

complement our governance

framework, which is designed to be

both robust and adaptable. Our internal

processes were ready to meet the new

requirements of the updated Corporate

Governance Code, with the exception of

Provision 29 of the 2024 UK Corporate

Governance Code, which applies to the

Company from 1 January 2026.

Throughout the year, the Board,

supported by the Audit Committee,

received regular updates on the

progress of designing material controls

and developing the assurance

approach to ensure readiness for

implementation of Provision 29 in 2026.

As a result, the Board approved the

proposed material controls and its

framework. In light of the new

requirement, we will make the new

internal control effectiveness statement

in 2027, covering our 2026 annual

report.

Strategic focus and our

governance framework

This report sets out details of the Board

and its Committees, highlighting our

commitment to guiding the

management team in delivering the

Group's strategic plan and business

model to drive growth and secure 

long-term success. Our governance

framework, described in detail on page

88, underpins robust corporate

governance processes and ensures the

Group has the resources required to

meet its objectives and measure

performance effectively. Key Board

decisions taken during 2025 are

outlined on pages 95 to 96.

Stakeholder engagement

The Board remains committed to

understanding the views of our

stakeholders to inform decision making

and outcomes. During the year, we held

a range of investor and shareholder

meetings on diverse topics, and look

forward to continuing this dialogue at

our Annual General Meeting on 30 April

2026. We also maintain effective

engagement channels with employees

globally, as detailed on pages 98 to 100,

and have engaged with other

stakeholders across our business.

Further information on stakeholder

engagement, and how it shaped

decisions in 2025, can be found on

pages 26 to 28.

Board changes and

composition

Following several appointments and

retirements of Board colleagues in the

previous years, I am pleased to report

that there were no significant changes

to the Board composition during the

year.

I have now commenced my ninth year

as a Director of the Company and will

shortly start my fifth as Chair. In line with

good governance practice, the Senior

Independent Director, will in due course,

be leading a formal process to consider

chair succession.

Board effectiveness

At the end of 2025, the Board and its

Committees, underwent an

independent evaluation led by Lisa

Thomas of Independent Board

Evaluation. This review concluded that

the Board and its Committees

continued to operate effectively

throughout 2025 and identified

opportunities for further improvement

in 2026. Details of the performance

review process, progress against 2025

objectives, and priorities for the year

ahead are set out on pages 101 to 102.

On behalf of the Board, I confirm that we

consider that this Annual Report, taken

as a whole, is fair, balanced and

understandable and provides the

information necessary to assess the

Company’s position, performance,

business model and strategy. 

Barbara Jeremiah Chair 3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	88

Governance at a glance

Navigating our Corporate

Governance disclosures

	Pages
Chair’s statement on governance	87
UK Corporate Governance Code compliance statement	88
Our Board of Directors	89 to 90
Our Group Executive	91
Our governance framework	92
Board leadership, activities and division of responsibilities	93 to 94
Board activities and principal decisions	95 to 96
Shareholder engagement	97
Our culture and approach to employee engagement	98 to 100
Board effectiveness	101 to 102
Risk management and internal controls	103 to 104
Nomination Committee report	105 to 110
Safety, Sustainability and Technology Committee report	111 to 112
Audit Committee report	113 to 126
Remuneration Committee report, including Directors' Remuneration report	127 to 150
Directors' report	151 to 155
Statement of Directors’ responsibilities	156

Compliance with the UK Corporate Governance Code

The Company is subject to the UK Corporate Governance Code, published by the

Financial Reporting Council in 2024. The UK Corporate Governance Code is available

on the FRC’s website: www.frc.org.uk. The Board considers that the Company has,

throughout the year ended 31 December 2025, applied all of the principles and

complied with all of the applicable provisions of the Corporate Governance Code.

Provision 29 of the 2024 UK Corporate Governance Code does not currently apply to

the Company as it applies for financial years beginning on or after 1 January 2026.

Instead, the Company has complied with Provision 29 of the 2018 UK Corporate

Governance Code. This Annual Report, as a whole, explains how the Company has

applied the principles and complied with the provisions of the Code. The table on

the right is a guide as to where the most relevant information can be found for

each principle.

Principles of the UK Corporate

Governance Code

1. Board leadership and Company purpose	Pages
A. Leadership and long-term sustainable success	89 to 90, 92 to 96
B. Purpose, values and culture	98
C. Board decisions and outcomes reporting	28, 95 to 96
D. Shareholder and stakeholder engagement	25 to 28, 97 to 100
E. Workforce policies and practices	98 to 100, 103 to 104
2. Division of responsibilities
F. Leadership of the Board	93 to 94
G. Board composition and division of responsibilities	93 to 94
H. Role and commitment of non-executive directors	93 to 94
I.  Board support	93 to 94
3. Composition, succession and evaluation
J. Board appointments, succession and diversity	106 to 110
K. Board skills and experience	107
L. Board effectiveness review	101 to 102
4. Audit, risk and internal controls
M. Internal and external audit functions	103 to 104, 113 to 126
N. Fair, balanced and understandable assessment	87, 103 to 104, 113 to 126
O. Risk management and internal controls	103 to 104, 113 to 126
5. Remuneration
P. Remuneration policies and practices	127 to 150
Q. Development of remuneration policy	127 to 150
R. Judgement and discretion	127 to 150

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	89

Board of Directors

Barbara Jeremiah Chair		Jon Stanton Chief Executive Officer		Brian Puffer Chief Financial Officer				Andrew Agg Non-Executive Director
Nationality: American		Nationality: British		Nationality: British/American				Nationality: British
Independent: Yes		Independent: No		Independent: No				Independent: Yes
Date of appointment: Non-Executive Director since  1 August 2017; Senior Independent Director (SID) from 1 January 2020–28 April 2022; Chair Designate from    2 September 2021; Chair from 28 April 2022. Barbara’s leadership and governance experience allows her to effectively contribute to the Board. Barbara has a BA in Political Science and is a qualified lawyer. Previous experience: Over 30 years in senior leadership roles within Alcoa Inc., former chairwoman of Boart Longyear Limited. Non-executive director at Premier Oil plc, Aggreko plc, and Russel Metals Inc. Key external appointments: SID and chair of the remuneration committee of Senior Plc; SID and chair of the investment committee of Johnson Matthey Plc.		Date of appointment: Chief Executive Officer since    1 September 2016; Finance Director from April 2010– September 2016. Jon has led the Weir portfolio transformation and oversees the delivery of the We are Weir strategic framework to create long-term sustainable performance improvement. He provides leadership to deliver the strategy and ensure it aligns with our purpose and values and, in particular, our zero harm commitments. Jon is committed to regular engagement with stakeholders and to ensuring stakeholder views and concerns are heard, understood and considered. Key external appointments: Non-executive director of Imperial Brands Plc.		Date of appointment: 1 March 2024 Brian is an accomplished finance leader with a strong track record. In addition, his extensive experience of business transformation is helping the Group to execute on its strategy and deliver the benefits of Performance Excellence. Brian joined Weir from BP plc where he held the role of chief financial and risk officer for BP Integrated Supply and Trading. Prior to that, he was senior vice president of BP’s Global Business Services between 2012 and 2017, having joined BP in 2009 as senior vice president of group finance. Key external appointments: None.				Date of appointment: 27 February 2024 Andy brings significant financial experience to the Board from his role as chief financial officer of National Grid plc. Previous experience: Held several senior finance leadership roles across the National Grid group, including as group financial controller, UK CFO and group tax and treasury director. Andy started his career at PricewaterhouseCoopers and is a member of the Institute of Chartered Accountants in England and Wales. Key external appointments: Chief financial officer of National Grid plc; member of The 100 Group Main Committee.

Dame Nicola Brewer Senior Independent Director, Non-Executive Director
Nationality: British
Independent: Yes
Date of appointment: 21 July 2022 Extensive international relations and communications expertise from a distinguished diplomatic career. Previous experience: Vice Provost (international) of University College London, held senior positions in the Foreign and Commonwealth Office of the British Government, British High Commissioner to South Africa between 2009 and 2013, chief executive of the Equality and Human Rights Commission from 2007 to 2009. Key external appointments: Non-executive director and chair of the sustainable development committee of Iberdrola SA; co-chair of the UK group of the Trilateral Commission.

Committee membership key:			Remuneration Committee member		Safety, Sustainability and Technology Committee member
	Committee Chair		Audit Committee member		Nomination Committee member

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	90

Board of Directors

continued

Nick Anderson Non-Executive Director		Penny Freer Non-Executive Director		Tracey Kerr Non-Executive Director		Ben Magara Non-Executive Director		Jennifer Haddouk Company Secretary
Nationality: British/American		Nationality: British		Nationality: Australian/British		Nationality: Zimbabwean		Nationality: French
Independent: Yes		Independent: Yes		Independent: Yes		Independent: Yes		Date of appointment: 6 January 2025 Jennifer brings strong experience in legal and corporate services. She is a French-qualified solicitor with a background in UK, French, EU and international law having worked in the biotechnology, pharmaceutical and consumer sectors. Prior to the appointment of Jennifer Haddouk, and until    5 January 2025, Graham Vanhegan was the Company Secretary. Graham's background and experience can be found on page 91. Previous experience: Group legal counsel, compliance officer and company secretary at Benchmark Holdings Plc.
Date of appointment: 15 May 2024 Nick brings a wealth of experience to the Board as a leader in international engineering and manufacturing operations. Previous experience: Group chief executive of Spirax- Sarco Engineering plc, chief operating officer and director EMEA for the group’s Steam Specialities business. Former senior roles at Smiths Group plc, including vice‑president of John Crane Asia Pacific and president of John Crane Latin America. Earlier roles with Alcoa Aluminio in Brazil and Argentina, and the Foseco Minsep Group plc in Brazil. Key external appointments: Non-executive director of BAE Systems plc; non-executive director of Hill & Smith Plc (effective 11 March 2026), and chair of the board and nomination committee (effective in May 2026.)		Date of appointment: 23 October 2023 Penny’s investment expertise and leadership strengthen the Board and supports the Group’s strategic objectives. Previous experience: Over 25 years in a wide range of investment banking roles. Led Robert W Baird’s UK equities division, eight years at Credit Lyonnais Securities where she headed the small and mid-cap equities business. Key external appointments: Chair of AP Ventures LLP; chair of board, management engagement and nomination committees of The Henderson Smaller Companies Investment Trust plc, and non-executive director of Mercia Asset Management plc.		Date of appointment: 21 July 2022 Extensive experience in operations, sustainability and safety in global mining businesses. Previous experience: Group head of sustainable development at Anglo American plc. Held accountability for safety, operational risk management and sustainable development across the Anglo American group, served as group head of exploration. Held a variety of roles at Vale SA and BHP Pty Ltd. Non-executive director at Polymetal International Plc and Jubilee Metals Group PLC. Key external appointments: SID at Hochschild Mining PLC, and non-executive director of Antofagasta PLC.		Date of appointment: 19 January 2021 A seasoned mining industry leader. Extensive experience of leading global mining businesses, which is critically important to the Board as the Group delivers on its strategy. Since 2019, Ben has run his own mining advisory firm. Previous experience: CEO of Lonmin Plc, senior mining executive at Anglo American plc, executive vice president of engineering & projects for Anglo Platinum, CEO of Anglo Coal SA. Ben is our Designated Director responsible for employee engagement. Key external appointments: Chief executive officer at Exxaro Resources Limited.

è For more in-depth

biographies, please

visit: global.weir/investors/

corporate-governance/board/

Committee membership key:			Remuneration Committee member		Safety, Sustainability and Technology Committee member
	Committee Chair		Audit Committee member		Nomination Committee member

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	91

Group Executive

		Paula Cousins Chief Strategy and Sustainability Officer
		Nationality: British
		Date of appointment: 1 January 2020
Experience Paula joined Weir in 2015 and previously served as Group Head of Strategy & Sustainability. Before Weir, she held leadership roles in strategy, commercial, and engineering at Petroineos, BP, McKinsey & Company, ExxonMobil, and Unilever. Paula holds a BEng (Hons) and an MPhil in Chemical Engineering from the University of Strathclyde.
		Rosemary McGinness Chief People Officer
		Nationality: British
		Date of appointment: 31 July 2017
Experience Rosemary joined Weir in 2017 from William Grant & Sons, where she was group HR director. She began her career with Forte Hotels and has held global HR leadership roles, including senior vice president of HR for Bowne Business Solutions in New York. Rosemary is trustee and interim vice chair of Children First and a fellow of the Chartered Institute of Personnel and Development.

		Garry Fingland Chief Information Officer
		Nationality: British
		Date of appointment: 1 January 2020
Experience Garry joined Weir in 2019 and has 30 years’ experience in leadership roles across complex global technology organisations. He was formerly chief information officer for BUPA and served on its executive committee. Prior to this, he was global chief information officer at Serco and held senior technology and transformation roles with Diageo. Garry holds a BAcc and MBA and is a Chartered Accountant.
		Andrew Neilson President Minerals Division
		Nationality: British
		Date of appointment: 1 April 2020
Experience Andrew joined Weir in 2010 as Head of Strategy and has held leadership roles including President of ESCO and various positions within Weir Minerals. Previously, he worked in energy, banking and professional services with Scottish Power, HSBC, HBOS and KPMG. Andrew holds a Master’s in Manufacturing Sciences & Engineering from the University of Strathclyde and is a Chartered Accountant.

		Sean Fitzgerald President ESCO Division
		Nationality: American
		Date of appointment: 1 December 2022
Experience Sean joined Weir in 2022 from A.P. Moeller Maersk, where he was the CEO of Maersk Container Industry. He began his career as an Officer in the US Army.  Prior to Maersk, he has held senior leadership roles with General Electric and Komatsu Mining Corporation. Sean holds a BS in Civil Engineering from the US Military Academy, an MA in Economics and an MBA.
		Graham Vanhegan Chief Legal Officer
		Nationality: British/ American
		Date of appointment: 1 April 2018
Experience Graham joined Weir in 2018 from ConocoPhillips, where he held senior roles during a 24-year career, including deputy general counsel and vice president of business development. A graduate of the University of Glasgow, Graham is a solicitor qualified in Scotland and England and an attorney- at-law before the State Bar of New York.

		Kristen Walsh President Software Solutions
		Nationality: American/ Australian
		Date of appointment: 1 May 2025
Experience Kristen joined Weir in 2021 as Managing Director of Minerals for Asia Pacific. Previously, she held group executive roles at ALS Limited and PearlStreet Limited. Kristen holds a BSc (Hons) in Civil and Environmental Engineering from the University of Michigan and an MBA from Warwick Business School. She is an AICD graduate, an AusIMM Fellow, and a board director of Chief Executive Women.

Gender diversity as at 31 December 2025
	Women		3
	Men		6

è Jon Stanton and Brian Puffer,

are also members of the Group

Executive. Their biographies can

be found on page 89

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	92

Our governance framework

Below is an overview of our governance framework, showing a clear and effective division of responsibility between our Board, its Committees and operational

management (which is in turn supported by a series of management-led committees).

				Board of Directors Primary Board responsibilities include:
		– Establishing Weir’s purpose, values and strategy (including in relation to ESG and cyber-related matters) and ensuring appropriate resourcing to meet strategic objectives (including oversight of Group budget) – Assessing and monitoring culture, including ensuring alignment with the Group’s purpose, values and strategy		– Establishing framework of prudent and effective controls that enable risk to be assessed and managed – Ensuring that workforce policies and practices are consistent with the Group’s values and support long-term sustainable success – Approving significant M&A transactions, capital and other expenditure, contractual commitments and other corporate activity		– Approving Group dividend policy, tax strategy and underlying tax principle – Overseeing the Group’s overall corporate governance framework – Reviewing the means for employees to raise concerns in confidence and, if they wish, anonymously, and ensuring arrangements are in place for proportionate and independent investigation of such matters

				Board Committees
		Nomination Committee Leads the process for appointments, ensures plans are in place for orderly succession to both Board and senior management positions and oversees the development of a diverse pipeline for succession. è Read more 105		Audit Committee Monitors integrity of financial statements, reviews risk management and internal control frameworks, and considers both effectiveness of internal audit function and effectiveness, independence and objectivity of external auditors. è Read more 113		Remuneration Committee Determines policy for Executive Director remuneration, sets remuneration for Chair, Executive Directors and senior management, and considers potential application of discretion to remuneration outcomes. è Read more 127
		Safety, Sustainability and Technology Committee Provides strategic and governance oversight to explore the future of the mining industry and the implications for the Group’s fully integrated business model. è Read more 111		Disclosure Committee Assists with decision making on the assessment, identification, handling and disclosure of inside information and compliance with applicable legal and regulatory requirements.		General Administration Committee Undertakes day-to-day matters of a routine, administrative or procedural nature on behalf of the Board.

		Group Executive		Management Committees
		The Board delegates execution of the Group’s strategy and day-to-day management of the Group to the Group Executive. The Group Executive is, therefore, responsible for ensuring that each of the Group’s Divisions and functions are managed effectively and monitoring, and reporting on their performance against the Group’s key performance indicators, as approved by the Board. The Group Executive is led by the CEO and comprises the CFO and the other individuals whose names and roles are set out on page 91. The Group Executive had 12 scheduled meetings during 2025.		The Group Executive is supported in its responsibilities by several management- led Committees, some of which are known as Excellence Committees. These management-led Committees cover a wide range of subject areas relevant to the Group and delivery of its strategic objectives, including safety, sustainability, technology, risk, and inclusion, diversity and equity. The Committees may also report to the Group Executive and the Board from time to time. Each Committee brings together other individuals from across Weir with matter-specific expertise to promote coordinated delivery and information sharing.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	93

Board leadership, activities and division of responsibilities

Board leadership

Weir’s success is dependent upon

effective and entrepreneurial leadership

by the Board. The Board is responsible

for promoting the Company’s         

long-term sustainable success,

generating value for shareholders and

contributing to wider society. This

includes setting the Company’s

purpose, values and strategy. Our

purpose is described on page 2 and

page 98 , a description of our business

model can be found on pages 23 to 24,

and strategy to support it is set out on

pages 8 to 9. The Board leads the Group

within a framework of prudent and

effective controls that enable the

assessment and management of risks,

and seeks to ensure that sufficient

resources are available to meet the

Group’s strategic objectives.

There are a number of matters that are

specifically reserved to the Board for

approval and these are set out on our

website at global.weir/investors/

corporate-governance/matters-

reserved-to-the-board/. The Board

delegates some of its responsibilities to

its Committees as described on page

92, all of which operate within clearly

defined Terms of Reference.

Membership of these Committees, their

effectiveness and their remit are

considered at least annually.

Board meetings

Six pre-scheduled meetings were held

this year. All were held in person

including one in Salt Lake City. In

addition, four virtual Board meetings

were held this year to deal with ad hoc

items arising. Board papers continue to

be circulated well in advance of

meetings to allow Directors to give

thorough consideration of the issues

prior to, and informed debate and

challenge at, Board meetings.

The Board continues to consider that it

is meeting sufficiently regularly to

discharge its duties and consider all the

matters falling within its remit. On this

basis, Board calendars for the next four

years reflect this approach and will be

kept under review for any desired

evolution in approach.

The Chair seeks consensus on all items

that come before the Board but if there

is a difference of opinion among Board

members, decisions are taken by

majority. If any Director has concerns

about the operation of the Board or the

management of the Group that cannot

be resolved through discussion and

debate, their concerns are recorded in

the Board minutes.

The Non-Executive Directors, led by the

Chair, meet after every Board meeting

without the Executive Directors present.

The Senior Independent Director also

ensures that meetings are held at least

annually without the Chair present to

appraise the Chair’s performance.

The table to the right sets out Director

attendance at each of the Board

meetings held in 2025, and the tables in

the respective Committee reports set

out Director attendance during the year

at each of the Nomination, Audit,

Remuneration and the Safety,

Sustainability and Technology

Committee meetings. Any Director

unable to attend a meeting still has the

opportunity to review the associated

Board papers, receive an individual

briefing from the Company Secretary

and provide any feedback in advance to

the Chair or the Company Secretary.

The Board agenda for each meeting is

split between strategic discussion

topics, performance/reporting items

and standing/formal matters. Unless

there is an agreed change, the topics

are considered in this order to ensure

there is adequate time to consider the

most substantive, strategic items.

For further details on the Board activities,

principal decisions taken in 2025 and

key outcomes, please refer to pages 95

to 96.

Board meeting attendance 2025

Director	Scheduled	Ad hoc
Barbara Jeremiah (Chair)	6/6	4/4
Jon Stanton	6/6	4/4
Brian Puffer1	5/6	4/4
Dame Nicola Brewer	6/6	4/4
Andy Agg	6/6	4/4
Nick Anderson	6/6	4/4
Penny Freer	6/6	4/4
Tracey Kerr	6/6	4/4
Ben Magara	6/6	4/4

Note

1. Unable to attend due to an unexpected

event but provided comments and input in

advance of the meeting.

Board composition

Details of the composition of the Board,

together with their biographies, skills,

experience and knowledge, and specific

reasons why their contribution is, and

continues to be, important to the

Company’s long-term sustainable success

are set out on pages 89 to 90 and107.

There is a formal, rigorous and transparent

procedure for new appointments to the

Board, details of which are set out in the

Nomination Committee report. This

process considered the strategic needs of

the business, succession planning, and the

benefits of diverse perspectives. As at the

date of this report, the Board comprises:

one Non-Executive Chair; two Executive

Directors; and six independent               

Non-Executive Directors. We consider the

Board has an appropriate combination of

Executive Directors and independent   

Non-Executive Directors, and that it is of

sufficient size to ensure diversity with a

combination of skills, experience and

knowledge, while still being small enough

to foster high-quality debate.

Roles and responsibilities

In accordance with the UK Corporate

Governance Code, the roles of Chair

and Chief Executive are held separately.

Full details of the responsibilities of the

Chair, the Chief Executive Officer (CEO)

and Senior Independent Director are set

out in writing and available on the

Company’s website at: global.weir/

siteassets/pdfs/investors/board-

committees/2026/weir-division-of-

responsibilities-policy-2026.pdf.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	94

Board leadership, activities and division of responsibilities

continued

Board Committees

The written Terms of Reference of each

of the Nomination Committee, Audit

Committee, Remuneration Committee

and Safety, Sustainability and

Technology Committee are available on

the Company’s website at: global.weir/

investors/corporate-governance/

board-committees/. Further details on

the work of each of the Committees

during 2025 is included later in this

Corporate Governance report. In line

with the best practice set out in the UK

Corporate Governance Code, the Terms

of Reference for each of the Nomination,

Audit, Remuneration, and Safety,

Sustainability and Technology

Committees were reviewed and

updated during the year.

Board independence

We consider all Non-Executive Directors

to be independent for the purposes of

the Corporate Governance Code. Our

Chair was also considered independent

on appointment. As a result, more than

half the Board (excluding the Chair)

are independent Non-Executive

Directors.

Director commitments and

significant appointments

The letters of appointment for our   

Non-Executive Directors set out the time

commitment expected of them. All new

Directors are required to seek approval

from the Board before accepting any

additional roles. When considering

whether to approve new external

appointments for existing Directors, the

Board takes into account a range of

factors including: the Director’s         

pre-existing commitments outside the

Group; the Director’s attendance at

Board and Committee meetings; the

expected time requirement of the

proposed position, factoring in the

nature of the role and associated

responsibilities; and the benefits that

the external appointment may bring to

both the individual Director and the

Board as a whole, by virtue of wider

commercial knowledge, expanded

Board-level experience and a broader

perspective from working in a different

environment. The Board regularly

reviews Directors' external

commitments and reconfirms existing

authorisations as part of its annual

governance cycle. The Company’s

conflicts of interest procedure is also

followed.

In line with Provision 15 of the UK

Corporate Governance Code, the Board

considered two external appointments

during the year to be significant. Nick

Anderson’s appointment as chair of Hill

& Smith PLC and Ben Magara’s

appointment as chief executive officer

of Exxaro Resources Ltd. After assessing

the expected time commitment of each

role, the Directors’ capacity to meet their

responsibilities to Weir, and their strong

attendance and ongoing engagement,

the Board concluded that both Directors

would continue to devote sufficient time

to their duties. The Board also noted that

the additional experience and

perspectives gained through these

appointments would benefit both the

Company and the Board.

Conflicts of interest

The Company has a formal procedure in

place to manage the disclosure,

consideration and, where appropriate,

authorisation of potential conflicts of

interest. Each Director is aware of the

requirement to notify the Board, via the

Company Secretary, as soon as they

become aware of any potential future

conflict or any material change to a 

pre-existing authorisation. Upon receipt

of a notification, the Board considers

each conflict situation individually, on its

particular facts, and in conjunction with

the rest of the potentially conflicted

Director’s duties under the Companies

Act 2006. The Board maintains records

of all decisions taken, authorisations

granted and the scope of approvals

given. It also regularly reviews conflict

authorisations previously granted to

ensure they remain appropriate and up

to date. None of the Non-Executive

Directors have any material business or

other relationship with the Company or

its management.

Directors' information

and advice

The Company Secretary manages the

provision of accurate, timely and clear

information to the Board at appropriate

intervals in consultation with the Chair

and the CEO, and assists with ensuring

that the Board has the policies,

processes, time and resources it needs

in order to function effectively. In

addition to formal meetings, the Chair,

CEO, and Company Secretary maintain

regular contact with Directors and work

together to ensure that the Board and

Committee governance processes

remain fit for purpose. All Directors have

access to the Company Secretary, who

is responsible for advising the Board

and Committees on all governance

matters.

Additionally, all Directors have access to

independent professional advice at the

Company’s expense if they judge it

necessary to discharge their

responsibilities as Directors.

Induction

Following the announcement of a new

Directors appointment to the Board, a

full, formal and tailored induction

programme is compiled with the

programme of sessions personalised to

reflect the incoming Director’s skills,

experience, knowledge and role within

the Board and its Committees.

Ongoing training

and development

Under the direction of the Chair, the

Company Secretary is responsible for

arranging Board training and assisting

with professional development as

required. Training is built into our annual

Board agenda at regular intervals and is

facilitated by both internal specialists

and external advisers. During the year,

the Board received a briefing on key

legal and regulatory developments

from the Chief Legal Officer, Company

Secretary and the Company's external

counsel.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	95

Board activities and principal decisions

	Board activity	Key decisions and outcomes
Strategy and business plan Stakeholders groups	– Conducted annual strategy deep-dive, covering divisional strategy including Software Solutions, corporate finance and Weir Business Services. – Reviewed Technology & Innovation strategy, focusing on product roadmaps, enterprise technology roadmap, and R&D pipeline. – Evaluated IS&T digital and Cybersecurity strategies, and received an update on the emerging regulatory environment for Cybersecurity and AI. – Reviewed the climate transition planning including scope 3 targets on net zero commitments. – Oversaw corporate development activities, including considering the acquisition of Micromine, Townley, Fast2Mine and ESCO Elecmetal Fundicion Limitada (ESEL). – Considered the investment for the implementation of a single SAP S/4 ERP system across the Group.	– Refined overall strategy and strategic priorities following Micromine acquisition, ensuring alignment with our digital transformation, evolving market dynamics to remain at the forefront of our customer needs. – Approved targeted investment in product development and digital platforms, tracking against innovation milestones. – Endorsed digital IS&T transformation roadmap and approved the cybersecurity strategy, aiming at delivering operational efficiency across the Group and strengthening cyber resilience. – Approved the climate transition planning, including scope 3 targets, leading to external recognition of the Company’s ESG leadership and further progress towards our sustainable strategy to meet the net zero target. – Approved the acquisition of Micromine and Fast2Mine to strengthen our Software Solutions portfolio. – Approved the acquisition of Townley and the 50% remaining shares of the ESEL joint venture. These acquisitions will enable, respectively, Minerals and ESCO to strengthen their presence in the Americas and accelerate long-term market growth opportunities for Weir. – Approved the investment for the implementation of a single SAP S/4 Hana ERP system across the Group by 2029. This initiative aims to reduce complexity and enhance the ongoing standardisation and strategic improvement efforts within Minerals, ESCO and Finance.
Financial management and operational performance Stakeholders groups	– Received regular updates from the CEO and CFO covering business updates including safety, balanced scorecard metrics, and market analysis, and Performance Excellence. – Conducted divisional deep-dives for Minerals and ESCO focused on transformation progress, market dynamics, and customer experience. – Reviewed the financial planning, including full year and half year dividend proposals, viability scenarios, the 2026 budget, and debt management.	– The updates provided by the CEO, CFO, and Divisional Presidents aided the Board in monitoring and tracking the implementation of the Company’s strategy. – Approved the refinancing of the Company’s debt through the issuance of a USD$950m bond and related tender offers by Weir Group Inc., and authorised the successful pricing of an AUD $400m senior notes offering by Weir Group (Australian Holdings) Pty Limited. These refinancing initiatives have enabled the Company to extend its debt maturities, lower refinancing risk and optimise its capital structure in the wake of the Micromine acquisition.

	Communities and environment		Customer		Government and NGOs		Employees		Shareholders		Suppliers

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	96

Board activities and principal decisions

continued

	Board activity	Key decisions and outcomes
Governance and risk Stakeholders groups	– Reviewed the global insurance programme and risk dashboard. – Conducted an assessment of the effectiveness of the Group’s internal controls, alongside governance updates provided through the corporate services report. – Oversaw, with the support of the Audit Committee, the review of the material controls, the assurance approach and its design. – Oversaw, through the Audit Committee, the external audit tender process, including the Committee’s evaluation of shortlisted firms and its recommendation to the Board. – Reviewed the updated Modern Slavery Statement, Code of Conduct, Anti-Bribery and Human Rights policies.	– These reviews led to strengthened internal controls and risk oversight, with enhancements made to global insurance coverage and governance processes. – Approved the material controls and assurance approach to comply with Provision 29 and deliver improved transparency, enhanced accountability and a strong control environment. – Approved the appointment of Ernst & Young LLP as the Company's external auditor effective from the 2026 AGM, subject to shareholders' approval. – Approved the refreshed policies, reinforcing the Board’s commitment to a high culture of ethical standards and strengthening governance and compliance across the organisation.
People Stakeholders groups	– Assessed the People strategy and strategic priorities supported by workforce data on headcount, retention, talent acquisition, and global trends. – Reviewed reports on safety, health and wellbeing, supported by employee insight and survey results. – Received updates on inclusion, diversity and equity initiatives, with progress tracked against strategic goals.	– Supported people initiatives to improve retention and talent acquisition, with increased focus on workforce planning and leadership development. – These activities, discussions and engagements by the Board informed future people strategy and reinforced the Group’s commitment to employee wellbeing and an inclusive culture.
Culture and stakeholders Stakeholders groups	– Engaged in employee voice activities, including the 'Tell the Board' Initiative and 2026 planning. – Monitored how the Group’s culture is well embedded throughout the organisation, supported by practical examples. – Participated in the Weir Group Women’s Network, one of the Company’s Alliance Groups, where some Board members presented and shared personal experiences. – Reviewed investor feedback and analysts’ reports to inform strategic discussions.	– These initiatives strengthened stakeholder engagement and ensured that external insights were incorporated into planning and governance.

	Communities and environment		Customer		Government and NGOs		Employees		Shareholders		Suppliers

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	97

Shareholder engagement

Overview

The Board recognises that the

continued success of the Group

depends on establishing, developing

and maintaining strong relationships

with all our shareholders. Weir has a

dedicated investor relations team that

runs a global programme of

engagement events across the year,

including formal presentations and

events, investor roadshows and

conferences, as well as individual

investor meetings.

In 2025, we engaged with more than

60% of our shareholder base and a

number of prospective investors.

Meetings took place with investors in the

UK, North America and Europe, and

covered a wide range of topics

including strategy, financial

performance, our Performance

Excellence transformation programme,

sustainability and remuneration-related

matters. Additionally, a number of

investors also attended our capital

markets event in December.

Throughout the year, engagement was

led primarily by the Chair and Executive

Directors, with other Directors and

members of the Group Executive

participating in discussions.

All Directors who participate in

shareholder and investor engagement

provide regular updates to the Board on

the matters arising from those

discussions. The Board also receives

periodic feedback from the Head of

Investor Relations and the Group's

broker on shareholder expectations. The

Board takes the results of this

engagement into account as part of

determining the Group's strategy and

making decisions on key issues. Further

Shareholder event calendar 2025
Date	Events
February 2025	– Announcement of full year results
March/April 2025	– Post-full year results investor meetings – BNP investor conference – London, UK – In-person investor roadshows – London & North America – Pre-AGM meetings with shareholders led by Chair – Q1 interim management statement – Annual General Meeting
May/June 2025	– Berenberg investor conference – New York – JP Morgan investor conference – London, UK
July/August 2025	– Announcement of half year results – Post-half year results investor meetings – In-person investor roadshow – London, UK
September/October 2025	– Morgan Stanley investor conference – London, UK – In-person investor roadshows – London & Europe – Shareholder site visit – Venlo showcase
November/ December 2025	– Q3 interim management statement – Barclays industrial conference – virtual – Weir capital markets event – Post-CMD investor meetings

details on shareholder engagement can

be found on page 26.

Annual General Meeting (AGM)

Our AGM is an important annual event,

offering a constructive opportunity to

engage with shareholders in person,

hear their views and answer their

questions about the Group and its

business. Last year’s AGM was held on

Thursday 24 April 2025 and all items

proposed were passed on a poll with

well in excess of the requisite majority

for each resolution.

This year’s AGM will be held on Thursday

30 April 2026 at the Company’s head

office at 10th Floor, 1 West Regent

Street, Glasgow G2 1RW. As in previous

years, we continue to provide

shareholders with the opportunity to

pose their questions to the Board in

advance if desired, using a dedicated

email address: [email protected].

Further details are included in the Notice

of Annual General Meeting and

associated proxy form.

Shareholder communications

Our website provides shareholders with

regular updates on a range of topics

relevant to Weir. In addition to the

information provided in our Annual

Report and periodic public

announcements, there is a dedicated

investor section on our website that

includes our financial calendar,

regulatory newsfeed, information on our

leadership and governance framework,

and copies of our recent publications

and reports. Shareholders can access

this section at global.weir/investors.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	98

Our culture and approach to employee engagement

Our purpose and strategy

We have a clear purpose: to enable the

sustainable and efficient delivery of the

natural resources essential to create a

better future for the world. Our purpose

statement addresses the biggest

challenges in our markets, from

increasing production that supports

growing demand for commodities like

copper, to reducing the environmental

impact of our operations and those of

our customers. Our purpose recognises

that a growing world depends on

essential resources and we believe that

the sustainable delivery of essential

resources depends on Weir.

Our purpose is the driving force behind

our strategy and informs our We are

Weir strategic framework.

è Read more about our purpose and

strategy on pages 2 and 8 to 9

Our values and culture

Weir has always been a values-led

business. Our values, which align to our

purpose and support strategic delivery,

are the guiding principles that apply

across Weir to help define the kind of

business we are. Our values are:

– Thinking safety first;

– Delighting your customer;

– Doing the right thing;

– Aiming high; and

– Respecting each other.

Our values are supplemented by our

culture statement:

– we care for, challenge and encourage

each other;

– we always seek to improve and

innovate;

– we speak up and take ownership for

our shared successes;

– we work together to enhance our global

communities;

– we are passionately, authentically

ourselves; and

– we can’t wait.

Our culture statement originated from

insights generated through extensive

employee research and is used as a

touchpoint when Board and senior

management review behaviours and

performance to confirm alignment

between actual and desired culture.

We seek opportunities to embed our

values and culture across our activities

such as our people-related work

streams. These include our leadership

development framework, selection and

assessment criteria, performance

management and development

approach, employee engagement

approach and employee value

proposition. All are explicitly aligned to

the expectations set out in our values

and culture statement.

As well as local implementation of We

are Weir across our sites, we issue a

Group-wide weekly round-up 

communication that features a wide

range of global and local achievements

and other highlights that share

successes and bring to life the individual

stories that collectively make us who we

are. In 2025, we undertook work to

evolve our values framework and

Employee Value Proposition narrative to

strengthen alignment with our purpose

and strategic priorities, embed desired

behaviours across the organisation, and

enhance our ability to attract, engage

and retain talent globally.

How the Board assesses and

monitors the desired culture

The Board is ultimately responsible for

ensuring that Weir’s culture is aligned with

the Group’s purpose, values and strategy,

and our desired culture has been well

embedded throughout the organisation.

The Board uses a range of different

methods to assess and monitor culture.

These include our Balanced Scorecard,

which is considered by the Board as a

standing item at every meeting. It contains

a wide range of cultural metrics and

indicators including our safety total

incident rate, our gender diversity at all job

role bands and our voluntary attrition rate. 

Our Group-wide employee engagement

survey is carried out annually using a

third-party survey provider. The Board

uses both qualitative and quantitative

data to review engagement trends and

gain insights into the key drivers across

the broadest spectrum of employee

engagement and organisational culture.

These, in turn, inform strategic discussions

on people-related matters. Our 2025

survey once again saw an excellent

participation rate (87%) indicating that

employees value sharing their feedback,

and providing us with rich insights on

where teams across the business can take

action to improve.

When reviewing our 2025 global survey

feedback, we used AI personas to

synthesise direct employee feedback

based on key segments (such as gender,

job family group and location) to highlight

intersectional trends across the employee

experience.

More information on the actions we have

taken based on our culture statement, and

the associated outcomes, are provided on

pages 99 to 100. The Board also receives

an annual employee insights report in

which our Group Head of Engagement

consolidates findings from our wide range

of employee voice channels across the

year. The insights are specifically crafted to

help shape Director decision making and

inform focus areas for the year ahead,

including the Board/workforce

engagement programme led by our

designated Non-Executive Director, Ben

Magara.

The Board also values its direct

interactions with employees, whether as

part of site visits, Tell the Board sessions,

attendance at affinity group events, town

halls or our annual senior leadership

conference. These exchanges offer Board

members the opportunity to hear directly

from employees on their experiences of

our culture and to actively reinforce and

promote our culture.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	99

Our culture and approach to employee engagement

continued

Evidence of culture in action during 2025

Inclusion	Values and EVP	Growth and talent	Safety	Reward
In 2025, Weir championed inclusion to 145 leaders through dedicated inclusive leadership sessions at the Senior Leadership Conference, the launch of the 'All In' learning journey for all employees, and the rollout of the Inclusive Workplace Standard. This embedded inclusive behaviours, fostered belonging, and set clear expectations for accessibility, and respect, supported by ongoing feedback, allyship and engagement from affinity groups and local chapters.	This year, Weir evolved its Employee Value Proposition (EVP) and values definitions. This included refreshing our EVP narrative, creating value statements, and developing a values behaviours framework to unify culture, attract talent, and guide ways of working. We also launched year 2 of the Weir Values Awards, to globally recognise colleagues who exemplify our values, reinforcing cultural alignment and celebrating positive behaviours.	Performance conversations encouraged regular, meaningful feedback and development during the year, while the Talent Development and Succession Planning (TDSP) process ensured a robust pipeline of talent. Leadership development and all-employee growth was supported by tools such as the Learning & Leadership hubs and Developing Great Teams toolkit. These all aimed at driving capability engagement, and career progression across the organisation.	Safety was embedded throughout 2025 via initiatives such as Weir Safety Day, Safety Stand Downs, wellbeing activities (including mental health) SHE learning programmes, iCAM knowledge sharing activities and the ongoing embedding of our Zero Harm Behaviours programme and our 'Zero Harm Every Day' approach. All of this activity reinforced a proactive safety culture, encouraging open dialogue, risk assessment, and continuous improvement across all sites and teams.	In 2025, Weir received re- certification from the Fair Wage Network, ensuring all employees were paid at or above local living wage thresholds. We continue to strengthen our pay-equity and fairness reporting in line with our reward principles and the explaining external disclosure requirements. The global survey included a reward question, providing insights that inform approaches to pay, recognition and benefits, reinforcing fairness and transparency in our reward philosophy.

The Weir Values Awards – Embedding culture across the Group

The Weir Values Awards, launched in

December 2024 and now in their

second year, are fast becoming a

central mechanism for recognising and

reinforcing the Group’s values and

desired behaviours. Open to all

employees globally, the awards

programme is designed to celebrate

individuals and teams who exemplify

Weir’s values (Thinking Safety First,

Delighting Your Customer, Doing the

Right Thing, Aiming High, and

Respecting Each Other) in their work,

supporting the Group’s strategic

priorities. Award categories reflect the

full spectrum of Weir’s values, including

safety, customer focus, respect, ethical

conduct, innovation, and operational

excellence.

Nominations are submitted via an

accessible online platform, available in

multiple languages to ensure broad

participation. The judging process is

rigorous, with panels evaluating entries

against clear criteria that require

evidence of values-driven behaviour,

collaboration, stakeholder engagement,

and alignment with strategic objectives.

Winners and runners-up are recognised

through a combination of formal

awards, certificates signed by the Chief

Executive Officer, and charitable

donations, with local celebrations further

strengthening employee connection

and pride. The programme is promoted

and communicated throughout the

year, culminating in a global ceremony

that shares stories of impact and best

practice.

The Values Awards provide tangible

evidence of how culture is embedded

and lived across the Group. Regular

reporting to the Board and

management ensures ongoing

oversight, while employee feedback

confirms the positive impact of

recognition on engagement and

performance. This approach supports

the Group's commitment to maintaining

a culture aligned with its purpose,

values, and long-term strategy.

Our approach to employee

engagement

We have a broad range of employee

voice channels that provide

opportunities for employees to share

their views and for the Board to listen

and take action based on that feedback.

For the purposes of the UK Corporate

Governance Code, we have a

designated Non-Executive Director

responsible for employee engagement.

We have used this method of

engagement for a number of years and

continue to consider it the most

effective and appropriate method on

the basis that:

– it allows our designated

Non-Executive Director to work with

our Group Head of Engagement to

tailor an annual programme of

employee engagement events and

initiatives; 

– it ensures all Board members are

regularly updated on employee

engagement matters, while allowing

our designated Non-Executive Director

to develop specific knowledge of our

employee-related opportunities and

challenges over time; and

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	100

Our culture and approach to employee engagement

continued

– it provides unity and consistency of

approach to employee engagement

across our complex and

geographically diverse structure.

In April 2024, Ben Magara was appointed

as our designated Non-Executive

Director responsible for employee

engagement. With the support of the

People Team, he has developed a

structured format and agenda to ensure

board engagement sessions with

employees are both meaningful and

effective. This approach facilitates open

dialogue and allows the Board to gain

valuable insights directly from staff,

strengthening our commitment to a

collaborative workplace culture.  

Employee engagement

activities during 2025

Led by our designated Non-Executive

Director, our Board members undertake

various types of direct employee 

activities to enhance their

understanding of the employee

experience at Weir and inform

Board-level decision making. The

principal activities in 2025 are outlined

below.

– Tell the Board discussions. These

involve groups of around 12

employees and up to four Board

members. The sessions are organised

with a well structured agenda, but

employees and Board members are

free to raise any matters they wish for

discussion. We held three

face-to-face Tell the Board sessions

in 2025, including one with newly

appointed senior leaders.

Topics discussed included Weir’s

culture, safety and wellbeing, and

ID&E. During Tell the Board sessions,

employees reported positive

experiences across all of Weir’s

cultural aspects and a strong feeling

of empowerment, contributing to

overall job satisfaction. Board

members noted that leadership was

supportive and committed to

fostering a positive workplace culture.

– Engagement with our affinity groups

during site visits. These involve

individual Directors or several Board

members and often take the form of a

panel/town hall event, to allow affinity

group members and allies to share

their views with the Board and ask

questions. Barbara Jeremiah, Andy

Agg and Jon Stanton met with the

Weir Women’s Network Portland local

chapter and Weir Pride Alliance (North

America local chapter) in the US

during their visit to the country in

June. They discussed many aspects of 

diversity and listened to feedback

from local employees on progress

and opportunities for improvement.

– The Global Weir Women's Network

hosted a webinar series featuring

reflections from Board members on

their leadership journeys, and career

progression. Barbara Jeremiah, Tracey

Kerr, and Dame Nicola Brewer shared

their experiences in individual

sessions, answering employee

questions on topics such as imposter

syndrome, navigating the workplace

as a woman leader, and achieving

work–life balance. The series provided

employees with valuable insights and

strengthened dialogue on diversity

and inclusion across the organisation.

– Engagement at the senior leadership

conference in Orlando, US, in May

2025. Barbara Jeremiah, Tracey Kerr

and Nick Anderson hosted a Board

Q&A session with all senior leaders at

our conference.

– Town halls or other large employee

gatherings at a single site. Sessions

usually start with a verbal business

update from the CEO and introductory

remarks from the Chair.

A straightforward hands-up approach

is used to invite questions from the

floor with as many employee

participants as possible taking part.

The Board hosted a town hall at both

sites visited during its visit to US

in June.

– Site visits and other 'walk the floor'

activities. These are conducted either

individually, in small groups or as a full

Board. Board members enjoy the

opportunity to engage with

employees ‘on the job’ and observe

Weir’s culture in action. It allows

Directors to understand the local

culture and business priorities at a

local level, and employees are able to

ask questions and receive feedback in

real time. Barbara Jeremiah, Nick

Anderson, Tracey Kerr and Ben Magara

undertook additional site visits during

the year.

– Informal networking between the

Board and employees. The Board

looks to include networking events

into as many of its engagements as

possible. In 2025, this included at our

senior leadership conference in

Orlando, US and the Board visit to the

US. Networking sessions are typically

held informally over refreshments with

no particular structure or topics pre-

set for consideration.

– Access to employee communication

channels. All Board members have

access to our communications

channels such as Viva Engage and

attend various events online. Direct

engagement is supplemented by

other periodic reviews, reports and

updates obtained through other

employee voice channels, which are

provided to the Board at regular

intervals, primarily through reporting

from our Head of Engagement.

For further details on Employee

Engagement, please refer to the S172

statement on page 28.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	101

Board effectiveness

Board performance review The Board is fully committed to conducting annual reviews in order to continuously improve its performance and overall effectiveness. During 2025, the Board has taken action in relation to a number of the key recommendations arising from the review conducted in 2024, as described in more detail in the table below.
Key recommendations from 2024 review	Actions and outcomes during 2025
To expand the remit of the previous Sustainability and Technology Committee to include safety and give the Committee, and subsequently the Board, further oversight on safety.	The Committee supported the appointment of a Senior Director, Safety, Health and Environment (SHE) and a Divisional SHE Director, strengthening leadership and accountability. Safety reviews and divisional updates were held at every meeting, ensuring ongoing scrutiny and continuous improvement. As per previous years, safety remained embedded in the proposed KPIs for the 2026 Balanced Scorecard, aligning safety performance with strategic objectives. The Chair of the Safety, Sustainability and Technology (SS&T) Committee reported to the Board after each meeting, which resulted in enhancing Board oversight, fostered a stronger safety culture, and contributed to measurable improvements in safety across the organisation.
To encourage the Senior Independent Director and CEO to each spend time one-to-one with newer Non-Executive Directors to ensure familiarity and complete a review of whether there remain any gaps in knowledge after the induction programme.	The recommendation to encourage one-to- one engagement between the CEO, SID and newer Non-Executive Directors was progressed during 2025, with additional discussions taking place beyond formal Board and Committee meetings to strengthen relationships and consolidate knowledge following the induction programme.

Board performance review

in 2025

A light‑touch external review was

undertaken with assistance from Lisa

Thomas of Independent Board Evaluation

(IBE). Lisa is a member of the International

Register of Board Reviewers, and full

details of how IBE were originally selected

can be found in our 2021 Annual Report.

Lisa conducted the external Board reviews

in 2021 and 2024, and supported the

Board with lighter‑touch internal reviews in

the intervening years as part of the Board’s

triennial review programme. This

approach provides continuity and ensures

a consistent approach to findings and

follow‑up actions. Aside from this work on

Board effectiveness reviews, neither IBE

nor Ms Thomas have any other

connection with the Group, any individual

Directors, or the Company Secretary, nor

do they provide any other services to the

Group. The sections of the report

describing the process followed and

outcome of the review (including the

recommendations for the Board) have

been agreed with IBE. In 2025, the Board

performance review process took the

following approach.

– Brief: A brief was given to IBE by the

Chair and support materials for

briefing purposes were provided by

the Company.

– Process and views sought: IBE

interviewed each of the Board

members on a one-to-one basis in

November. In addition to interviews

with Board members, IBE spoke with all

members of the Group Executive and

the Company Secretary about their

interactions with the Board.

– Company involvement and

oversight: The Company Secretary

was responsible for providing IBE with

all necessary access and support to

conduct the light-touch review. The

Senior Independent Director was

identified as IBE’s independent

escalation point if required.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	102

Board effectiveness

continued

Outcome and

recommendations

A report containing feedback from all

the input and making recommendations,

was prepared and shared with the Chair,

the CEO and subsequently, the full Board.

The draft conclusions were discussed

during the December Board with Lisa

Thomas present.

The headline findings of the 2025 Board

performance review were highly positive.

Interactions across the Board and

Committees remained productive, and

relationships were strong within an

established Board. Feedback indicated

that the Board had had a good year

overall, with its composition having settled

well and the agenda having been well

managed during what was largely a year

of consolidation following recent changes.

Directors continue to add value to the

Group Executive, with discussions

described as constructive and

strategically focused. The review

observed disciplined oversight of

integration and growth, maturing

Committee effectiveness, and an open,

collegiate culture that supports both

challenge and support.

The recommendations from the review,

including the following, either already have

been, or will be, taken forward by the

Board in 2026:

– to search for, and ultimately appoint,

a Non-Executive Director to enhance

Board capability on digital, software

and data topics, ensuring the

appointment complements broader

Board skills and contributes across

the wider agenda;

– to establish a rolling education

programme covering AI, data

governance and evolving software

business model, drawing on internal

specialists and tailored external input

to keep the Board current and

strategically focused; and

– to continue refining Board papers

and presentations, ensuring they

remain concise, relevant, and aligned

with strategic priorities. Maintain a

focus on clarity and substance to

support informed debate, effective

decision making, fostering open

discussion and constructive challenge

at Board meetings.

Committee feedback was given in

separate Committee reports. All the

Committees are productive, with positive

feedback on how they meet their Terms

of Reference and provide assurance to

the Board.

Individual Director performance was

reviewed and shared by the Chair with

each Director. Feedback for the Chair was

delivered by the Senior Independent

Director, drawing on input from both the

Board Performance Review and a

dedicated session with Non-Executive

Directors, held without the Chair present,

to ensure open and candid feedback.

The outcomes of these reviews were

highly favourable, confirming that both

the Chair and Directors make a positive

and effective contribution to the Board

and consistently demonstrate

commitment to their roles.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	103

Risk management and internal controls

Risk management and

internal controls

In accordance with the UK Corporate

Governance Code, the Group has an

ongoing process for identifying,

evaluating and managing the significant

risks through a comprehensive internal

control framework. This four-tier process

has been in place throughout 2025 and

is described in more detail below.

The Board, in seeking to achieve the

Group’s business objectives, cannot

offer an absolute guarantee that the

application of a risk management

process will overcome, eliminate or

mitigate all significant risks. However, by

further developing and operating an

annual and ongoing risk management

process to identify, report and manage

significant risks, the Board seeks to

provide a reasonable assurance against

material misstatement or loss. More

information on how the Group seeks to

manage risk can be found on pages 67

to 84.

The Audit Committee conducted a

review of the effectiveness of the

Group’s systems of internal control and

risk management during 2025 on behalf

of the Board, as set out on page118. The

Group’s internal control procedures

described on page114 of the Audit

Committee report do not cover joint

venture interests. We have Board

representation on our joint venture

company, where separate, albeit similar,

internal control frameworks have been

adopted.

Tier 1: Functional and front

line controls

This includes a wide spectrum of

controls common to many

organisations, including: standard

operating procedures and policies; a

comprehensive financial planning and

reporting system, including quarterly

forecasting; regular performance

appraisals and training for employees;

restricted access to financial systems

and data; delegated authority matrices

for the review and approval of key

transactions, arrangements and other

corporate actions; protective clothing

and equipment to protect our people

from harm; IT and data and cyber

security controls; business continuity

planning; and assessment procedures

for potential new recruits.

Tier 2: Monitoring and

oversight controls

There is a clearly defined organisational

structure within which roles and

responsibilities are articulated. There are

monitoring controls at operating

company, regional, divisional and Group

level, including standard key

performance indicators, with action

plans drawn up, implemented and

monitored to address any

underperforming areas.

A Compliance Scorecard self-

assessment is completed and reported

by all operating companies twice a year.

The Scorecard assesses compliance

with Group policies and procedures, see

page 119 for further details.

Financial monitoring includes

comparing actual results with the

forecast and prior-year position on a

monthly and year-to-date basis.

Significant variances are highlighted to

Directors on a timely basis, allowing

appropriate action to be taken.

Tier 3: Assurance activities

We obtain a wide range of both internal

and external assurances to provide

comfort to management and the Board

that our controls are providing

adequate protection from risk and are

operating as we would expect.

These sources of assurance were

reviewed by the Board during the year,

and principally comprise external audit,

internal audit, SHE audits and IT audits. We

continue to enhance both our internal

capabilities around assurance and our

external assurance on ESG and non-

financial reporting-related matters. 

The various audit teams plan their

activities on a risk basis, ensuring

resources are directed at the areas of

greatest need. Issues and

recommendations to enhance controls

are reported to management to ensure

timely action can be taken, with

oversight provided from the relevant

governance committees, including the

Audit Committee and the Excellence

Committees.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	104

Risk management and internal controls

continued

Tier 4: Ethical and cultural

environment

We are committed to doing business in

an ethical and transparent manner. This

is supported by Weir’s values, which are

the core behaviours we expect our

people to live by in their working lives.

The Weir Code of Conduct also

contributes to our culture, providing a

high benchmark by which we expect our

business to be conducted.

Any examples of unethical behaviour

are dealt with appropriately and

promptly. The Group has a combination

of formal and informal channels to raise

concerns regarding unethical behaviour,

including the Weir Ethics Hotline, which

enables any member of the workforce

to raise concerns in confidence and, if

they wish, anonymously. The Board

reviews the operation of the hotline on

an annual basis, and is provided with

updates regarding the hotline routinely

through the Corporate Services report,

which is presented at every Board

meeting.

The Group's Compliance function works

closely with the business to ensure that

Our internal

control framework

has four key tiers:

any matters raised via the Weir Ethics

Hotline are investigated in a fair and

impartial manner consistent with the

Group Investigation Protocol. The Board

is notified of follow-up actions taken

where appropriate to do so.

The Responsible Business Practices

	1	Functional and front line controls
	2	Monitoring and oversight controls
	3	Assurance activities
	4	Ethical and cultural environment

section on page 65 provides more

details on the Group’s activities to

promote ethical behaviour and the Weir

Ethics Hotline.

The Audit Committee, our

internal audit function and our

external auditors

Details of the roles and responsibilities

of the Audit Committee and its

members can be found in the Audit

Committee report on pages 113 to 126.

Information on the role of the Group's

internal audit function, as well as that of

the Company’s external auditors, is also

provided in the Audit Committee report.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	105

Nomination Committee report

A key focus for the

Committee this year has

continued to be people and

succession planning, both

at Executive and Non-

Executive levels.

Barbara Jeremiah

Chair of the Nomination Committee

Nomination Committee meeting

attendance

Members	Attendance
Barbara Jeremiah (Chair)	7/7
Dame Nicola Brewer	7/7
Ben Magara1	2/2
Nick Anderson	7/7
Andy Agg2	5/5

Notes

1. Ben Magara was a member of the

Nomination Committee to 24 April 2025.

1. Andy Agg was a member of the

Nomination Committee from 24 April 2025.

Dear shareholder,

I am pleased to present my report as

Chair of the Nomination Committee.

A key focus for the Committee this year

has continued to be people and

succession planning, both at Executive

and Non-Executive levels. We reviewed

talent development and succession

plans for our Group Executive and their

direct reports, ensuring robust

leadership continuity and identifying

emerging talent across the organisation.

Further details on these activities can be

found on page 108.

The Committee remains committed to

attracting globally recognised, industry-

leading talent, ensuring that our leaders,

both at Board and senior management

level, reflect the diversity of our

colleagues, our customers and our

communities.

We continue to meet all objectives set

out in our Board Diversity Policy and

comply with gender and ethnic diversity

targets under the UK Listing Rules and

Disclosure Guidance & Transparency

Rules. Details of our progress are on

pages 108 to 109, with associated

disclosures on page 110. We also

maintain our support for the FTSE

Women Leaders Review and the Parker

Review.

As part of our diversity work, the

Committee received an update from

the Chair of the Global Weir Women's

Network, one of our key affinity groups,

on the network's progress and key

activities. Further details can be found

on page 108 of this report.

If you would like to discuss any aspect of

the Nomination Committee report or

our activities more broadly, I invite you

to join us at the AGM on 30 April 2026 in

Glasgow. Questions can also be

submitted in advance via our dedicated

email address: [email protected].

Barbara Jeremiah Chair of the Nomination Committee 3 March 2026

Role of the Committee

The Nomination Committee is

responsible for;

– considering the size, structure and

composition of the Board;

– reviewing succession planning for

Directors and senior management,

including overseeing the

development of a diverse talent

pipeline; and

– making appropriate

recommendations to the Board on

candidates, to ensure an appropriate

balance of skills, experience and

knowledge is maintained on the

Board.

Members have been selected for their

broad range of experience and skills to

effectively fulfil the Committee’s

responsibilities. Individual biographies

can be found on pages 89 to 90.

Terms of Reference

During 2025, the Nomination Committee 

carried out an annual review of its Terms

of Reference.

è Read more about the full

responsibilities of the Nomination

Committee are set out in its Terms of

Reference, which are reviewed annually

and available at global.weir/investors/

corporate-governance/board-

committees/

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	106

Nomination Committee report

continued

Board composition, skills

and attributes

We recognise the importance of the

Board and its Committees having a

combination of skills, experience and

knowledge. This ensures we have an

effective and entrepreneurial Board that

is well-placed to promote the long-term

sustainable success of the Company,

generating value for shareholders and

contributing to wider society.

The Nomination Committee reviews the

skills, attributes and diversity

represented by the Directors on the

Board and determines whether the

existing Board composition remains

appropriate to achieve the Group’s

purpose and strategy.

The Nomination Committee maintains a

skills matrix that tracks both the skills

and experience needed currently, and

those future-facing attributes the Board

intends to develop or acquire over the

longer term, as it executes its strategy.

This matrix is then reviewed in

conjunction with individual Director

tenure to assist with Board

appointments and associated

succession planning.

The charts on page 107 describe various

elements of diversity across the Board,

and are supplemented by our

disclosures under the UK Listing Rules,

FTSE Women Leaders Review and Parker

Review set out on page 110.

During the year, the Committee was

active in its consideration of NED

succession, reviewing the tenure, skills,

experience and diversity of existing

Board members and succession plans

for the Chairs and membership of the

Committees.

As a result of these reviews, the

Committee agreed that Andy Agg would

be appointed as a new member of the

Nomination Committee, while Ben

Magara would step down and no longer

serve as a member of this Committee.

The Nomination Committee is satisfied

that the Board and its Committees have

the right combination of skills,

experience and knowledge among a

group of individuals that embody many

aspects of diversity.

Board appointments process

The Nomination Committee leads the

process for appointments to the Board,

ensuring that there is a formal, rigorous

and transparent procedure in place for

each appointment.

All appointments are based on merit

and objective criteria, with candidates

being evaluated to assess their

suitability across a number of areas,

including (without limitation) skills,

education, experience, background and

independence.

Within this context, due regard is also

given to promoting diversity of gender,

social and ethnic backgrounds, and

cognitive and personal strengths, and

the benefits that this can bring to the

Board and its Committees. This includes

consideration of the measurable

objectives set out in our Board

Diversity Policy.

Non-Executive Director appointment process
Candidate specification	The Nomination Committee considers the current Board composition, the existing skills and attributes matrix, and tenure of individual Directors. Based on this assessment, the Committee identifies any gaps and defines the desired experience and capabilities required to strengthen the Board.
Engagement of professional advisers and candidate review process	An independent executive search firm is engaged to assist with candidate profiling. The firm is selected for its extensive network and adherence to the Voluntary Code of Conduct for Executive Search Firms, as well as accreditation in the Enhanced Code of Conduct for Executive Search Firms (in line with our Board Diversity Policy measurable objectives).
Interviews and associated due diligence	Shortlisted candidates are interviewed by the Chair, with high-potential candidates subsequently being invited to meet with other Board members (including the Chief Executive Officer, Senior Independent Director and Chair of the Committees on which the successful candidate would ultimately sit).
Recommendation  and approval	Following interviews and assessments, the Nomination Committee makes a recommendation to the Board. The Board considers the recommendation and approves the appointment based on merit, objective criteria, and alignment with strategic need.
Induction	Once appointed, the new Director undertakes a tailored induction programme designed to provide a thorough understanding of the Company, its operations, governance framework, and key stakeholders. Further details on our induction process can be found on page 94.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	107

Nomination Committee report

continued

Board nationality as at 31 December 2025
	British	4
	British/American	2
	British/Australian	1
	American	1
	Zimbabwean	1

Board skills and attributes matrix

Director	Independence	Engineering Technology Digital & Cyber	Mining	Governance	Environment & Sustainability	Banking & Finance	International	Leadership
Barbara Jeremiah	ò		ò	ò	ò		ò	ò
Jon Stanton			ò	ò	ò	ò	ò	ò
Brian Puffer		ò		ò		ò	ò	ò
Andy Agg	ò			ò	ò	ò	ò	ò
Dame Nicola Brewer	ò			ò	ò		ò	ò
Penny Freer	ò	ò		ò	ò	ò	ò	ò
Tracey Kerr	ò	ò	ò	ò	ò		ò	ò
Ben Magara	ò	ò	ò	ò	ò		ò	ò
Nick Anderson	ò	ò		ò	ò	ò	ò	ò

Board independence as at 31 December 2025
	Non-Executive	7
	Executive	2

Board gender balance as at 31 December 2025
	Men	5
	Women	4

Board ethnicity as at 31 December 2025
	White British or other White minority	8
	Black/African/Caribbean/Black British	1

Non-Executive Director tenure as at 31 December 2025
	0–3 years	3
	3–6 years	3
	6–9 years	1

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	108

Nomination Committee report

continued

Succession planning

Weir adopts a structured and formalised

approach to succession planning at

both Board and senior management

level. Our processes encompass a range

of planning, communication and

development activities designed to:

– ensure individuals at Weir are

developed to their fullest potential;

– facilitate the orderly replacement of

individuals who are ready to move on

from Weir;

– strengthen retention and avoid

unforeseen or regretted departures;

– ensure there is emergency cover in

place for all key roles at Group

Executive level; and

– oversee the development of a diverse

pipeline into both the Board and the

Group Executive and direct reports.

Succession planning was an agenda

item at most of the Nomination

Committee’s substantive meetings this

year, with the key items under

consideration including:

– Board composition, and Committee

membership, including the change of

membership of the Nomination

Committee where Andy Agg joined

the Nomination Committee and Ben

Magara stepped down from the

Nomination Committee in April 2025;

and

– Group Executive succession planning,

to oversee a strong and diverse

pipeline for succession for all Group

Executive roles.

Board Diversity Policy and

associated objectives

Weir has had a Board Diversity Policy for

more than ten years and a copy is

available on our website at global.weir/

siteassets/pdfs/investors/board-

committees/2026/weir-group-board-

diversity-policy-2026.pdf.

Our Board Diversity Policy was updated

in December 2025.

Our Board Diversity Policy is integral to

achieving our strategic objectives and

we are fully committed to ensuring our

Board and all its Committees

encompass all aspects of diversity

because:

– diversity is critical to our equity and

equality obligations;

– it is important that the Board

composition better reflects the

diversity of our people around the

world;

– fundamentally, better business

outcomes are achieved when

diversity is achieved in its broadest

sense; and

– being able to draw on the individual

and collective contributions of a

diverse Board will ultimately lead

to a competitive advantage and

enhance delivery of our strategy.

I am delighted to confirm that we

continue to meet all four objectives

(and, therefore, as at 31 December

2025, all three of the targets on Board

diversity set out in UKLR 6.6.6R(9)).

Further details on our disclosures for the

purposes of the UK Listing Rules are set

out on the following page.

Throughout 2025, the Nomination

Committee maintained a structured

approach to advancing diversity and

inclusion across the Group. In July, the

Committee received an update on the

Global Weir Women Network (GWWN),

an affinity group dedicated to

supporting the attraction, retention, and

development of women at Weir. The

session provided an opportunity to hear

first-hand about the network’s progress,

including the implementation of

Inclusive Workplace Standards,

developed in partnership with

International Women in Mining, to

address gender-specific needs at

operational sites.

Board Diversity Policy  objective	Progress during 2025
At least 40% of the Directors are women.	Objective achieved: As at 31 December 2025, four out of nine Directors (44%) were women.
At least one of the positions of Chair, Chief Executive Officer, Senior Independent Director and Chief Financial Officer to be held by a woman.	Objective achieved: As at 31 December 2025, two positions are held by a woman (Chair and Senior Independent Director).
At least one Director to be from a minority ethnic background.	Objective achieved: As at 31 December 2025, one out of nine Directors (11%) was from a minority ethnic background.
Engage only executive search firms who have signed up to both the voluntary code of conduct and enhanced voluntary code of conduct for executive search firms in relation to Board appointments.	Objective achieved: Although there were no Board appointments in 2025, Korn Ferry met this requirement in relation to appointments made in 2024.

Female Board members also

participated in webinars hosted by

GWWN, around the topic of leadership

and mentoring.

The Committee recognises the positive

impact of these initiatives, which

resulted in increased employee

engagement and the formal adoption

of inclusive standards. Plans continue to

be established to further expand the

network’s reach and ensure ongoing

progress in fostering an inclusive

workplace culture.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	109

Nomination Committee report

continued

Our approach to data collection

Gender and ethnicity data are collected

on an annual basis applying a

standardised process managed by the

Company Secretariat team in

conjunction with our HR function.

Each individual is requested to

complete an identical questionnaire on

a strictly confidential and voluntary

basis, through which the individual 

self-reports their ethnicity and gender

identity or states that they do not wish

to report the data. Consent is provided

for data collection and processing of

that data in accordance with the

Group’s Privacy Statement.

The criteria of the standard form

questionnaire are fully aligned to the

definitions in the UK Listing Rules, with

individuals required to specify:

a. self-reported gender identity –

selection from the following

categories: (a) man; (b) woman; (c)

other category (please specify); and

(d) not specified/prefer not to say;

and

b. self-reported ethnic background –

selection from the following

categories, as designated by the UK

Office of National Statistics: (a) White

British or other White; (b) Mixed/

Multiple ethnic groups; (c) Asian/

Asian British; (d) Black/African/

Caribbean/Black British; (e) other

ethnic group; and (f) not specified/

prefer not to say.

Board and executive management diversity

In accordance with the UK Listing Rules, the tables below set out our gender and ethnic representation at Board and executive

management level.

Gender representation: Board and executive management as at 31 December 2025

Gender	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management1
Men	5	56%	2	6	60%
Women	4	44%	2	4	40%
Other categories	–	–	–	–	–
Not specified/prefer not to say	–	–	–	–	–

Ethnic representation: Board and executive management as at 31 December 2025

Ethnicity	Number of Board members	Percentage of the Board	Number of senior positions on the Board (CEO, CFO, SID and Chair)	Number in executive management	Percentage of executive management1
White British or other White (including minority-White ethnic groups)	8	89%	4	10	100%
Mixed/Multiple ethnic groups	–	–	–	–	–
Asian/Asian British	–	–	–	–	–
Black/African/Caribbean/Black British	1	11%	–	–	–
Other ethnic group	–	–	–	–	–
Not specified/prefer not to say	–	–	–	–	–

Note

1. Executive management as defined in the UK Listing Rules means the executive committee or most senior executive or managerial body below

the Board, including the company secretary but excluding administrative and support staff. At Weir, executive management, therefore

comprises the Group Executive and the Company Secretary.

For the purposes of the tables set out above (and all disclosures in relation to Board and executive management diversity in this Annual Report,

unless otherwise specified): We continue to use 31 December as our reference date, given that this aligns with our financial year end and

provides a consistent snapshot of our position on gender and ethnic diversity to allow for comparison across numerous years.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	110

Nomination Committee report

continued

FTSE Women Leaders Review

We continue to support the targets set

out in the FTSE Women Leaders Review,

and include data from previous years to

allow for historic trend analysis. In line

with the FTSE Women Leaders Review

reporting cycle, all data is shown at the

snapshot date of 31 October in each

reporting year. Our data on Board and

Group Executive diversity as at             

31 December 2025, can be found on

page 109.

The FTSE Women Leaders Review

defines leadership teams as members

of the executive committee and their

direct reports (excluding administrative

and support staff). At Weir, leadership

teams for the purposes of the FTSE

Women Leaders Review, therefore,

comprise the Group Executive and any

roles at job role bands 4 or 5, which

report to a member of the Group

Executive.

We use this same group of individuals

to report on gender diversity of senior

management and their direct reports

for the purposes of Provision 23 of the

UK Corporate Governance Code.

While progress is being made at the

leadership team level, we are

committed to accelerating this

momentum in recruiting female talent

despite the challenges of operating

within a traditionally male‑oriented

sector. The Group Executive remains

committed to achieving an improved

gender balance among the leadership

teams category over the next few years,

including through strengthened

communication of our gender diversity

targets and increasing accountability for

their delivery.

Parker Review

In line with the Parker Review reporting

cycle, all data for our Board-level

ethnicity disclosures is shown at the

snapshot date of 31 December in each

reporting year.

The Parker Review defines senior

management as members of the

executive committee (or equivalent)

and those senior managers who report

directly to them – this is aligned with the

definition of leadership teams in the

FTSE Women Leaders Review.

At Weir, senior management for the

purposes of the Parker Review,

therefore, comprises the Group

Executive and their direct reports.

In line with the 2023 Parker Review

recommendations we set a target of

14% ethnic diversity among our Group

Executive and their senior direct reports

to be achieved by the end of 2027.

Currently, 5% of our Group Executive and

their senior direct reports globally,

FTSE Women Leaders Review	As at 31 October 2025	As at 31 October 2024	As at 31 October 2023
% of females on Board	44% (4 out of 9)	44% (4 out of 9)	45% (5 out of 11)
At least one Chair/CEO/SID/CFO to be held by a woman	Yes (Chair & SID)	Yes (Chair & SID)	Yes (Chair)
% of females in leadership teams	27% (18 out of 66)	31% (17 out of 55)	25% (13 out of 51)

(including 6.45% of those working in the

UK), have self-declared as being

ethnically diverse for the purposes of

the Parker Review. We set a target that

sought to more than double our

performance in this area (based on our

statistics in 2023), while recognising that

there may be scope to set a more

stretching goal as we see progress in

both gender and ethnic diversity in due

course.

Election and re-election

of Directors

The Company will submit all eligible

Directors for re-election, at the Company’s

Annual General Meeting in April 2026.

As part of making any recommendation

to the Board in respect of elections or

re-elections, the Nomination Committee

assesses each Director, including

considering: their performance on the

Board and its Committees; the findings of

the Board performance review; their

attendance record during the year and

their other time commitments outside

Weir; and their contribution to the

long-term sustainable success of the

Company. For Non-Executive Directors,

the Committee also considers whether

each individual Director continues to be

considered independent for the purposes

of the UK Corporate Governance Code.

You can read more on our independence

assessment on page 94.

In accordance with the UK Corporate

Governance Code, the notice of Annual

General Meeting sets out the

specific reasons why each Director’s

contribution is, and continues to be,

important to the Company’s

long-term sustainable success.

è More information on our Inclusion,

Diversity & Equity policies can be

viewed on our website: global.weir/

sustainability/our-governance-and-

policies/

Parker Review	As at 31 December 2025	As at 31 December 2024	As at 31 December 2023
Number of Directors from an ethnic minority background	1	1	2

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	111

Safety, Sustainability and Technology Committee report

A key priority at the

start of 2025 was to

ensure safety was

firmly embedded in

our agenda.

Tracey Kerr

Chair of the Safety, Sustainability and

Technology Committee

Safety, Sustainability and

Technology Committee

meeting attendance

Members	Attendance1
Tracey Kerr (Chair)	3/3
Andy Agg	3/3
Dame Nicola Brewer	3/3
Ben Magara	3/3

Note

1. The Committee held a joint meeting with

the Audit Committee in 2025.

Dear shareholder,

I am delighted to present my second

report as Chair of the Safety,

Sustainability and Technology

Committee.

Following the decision last year to

extend the Committee’s remit to

include safety, a key priority at the start

of 2025 was to ensure safety was firmly

embedded in our agenda. I am pleased

to report that each meeting began with

a safety update, including insights from

Gareth Williams, Senior Director of

Safety, Health and Environment (SHE),

who joined in January 2025. Throughout

the year, we also received updates from

the Divisional SHE Directors of Minerals

and ESCO. As of March 2026, the

Committee will introduce a dedicated

safety session, supported by an

additional Committee meeting

scheduled for the coming year.

The Committee provides a forum to:

– identify safety opportunities and risks

that are critical to the Group’s

long-term success;

– oversee the evolution of the Group’s

safety strategy and ensures its

integration with core business

objectives;

– review operational safety and

environmental performance trends,

along with risk management

practices; and

– drive the use of technology and

innovation to reduce operational risk

and enhance personal safety.

The Committee developed a structured

agenda planner focused on safety,

deep-dive sessions with internal and

external speakers, strategic progress

reviews, and governance focus sessions.

This approach has provided a clear

framework for evaluating risks and

opportunities, while monitoring

performance against agreed safety,

technology and sustainability metrics.

As part of the Committee’s focus on the

'leap agenda' in safety, sustainability and

technology in the mining and metals

industry, the members benefited from

insights shared by an external expert on

the future of the mining industry, in a

session attended by the full Board.

These perspectives prompted further

informal discussions by Board members

on how Weir can support customers

through technology-driven sustainable

solutions.

We held our first joint meeting with the

Audit Committee, attended by our

auditors, the Financial Controller, and

the Head of Internal Audit. The session

focused on reviewing sustainability

progress and strategy, as well as

receiving updates on the evolving

non-financial disclosure landscape to

inform the assurance roadmap and

related activities.

Tracey Kerr

Chair of the Safety, Sustainability and

Technology Committee

3 March 2026

Role of the Committee

The role of the Committee is to provide

both strategic and governance

oversight to explore the future of the

mining industry and the implications for

the Group's integrated business model.

The focus of the Committee is the ‘leap

agenda’ in safety, sustainability and

technology. The Committee is intended

to bring together relevant experience

from members and external thought

leaders to provide input on, and

governance in relation to,

management’s response to thematic

long-term trends in the mining and

metals industry, considering the

opportunities and risks for the

long-term future success of the Group.

Members have been selected with the

aim of providing the wide range of

mining, safety, sustainability, technology

and commercial expertise necessary to

fulfil Committee responsibilities.

Individual biographies can be found on

pages 89 to 90.

Terms of Reference

During 2025, the Safety, Sustainability

and Technology Committee carried out

an annual review of its Terms of

Reference.

è Read more about the full

responsibilities of the Safety,

Sustainability and Technology

Committee in its Terms of Reference,

which are reviewed annually and

available at global.weir/investors/

corporate-governance/board-

committees/

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	112

Safety, Sustainability and Technology Committee report

continued

Main activities of the Safety,

Sustainability and

Technology Committee

(i) Deliver sustainable Weir

During the year, the Committee focused

on embedding safety and advancing

sustainability across the Group. Key

activities included the following.

– Safety Integration: Following the

extension of the Committee’s remit to

include safety, each meeting began

with a safety update, including

insights from the Senior Director of

Safety, Health and Environment (SHE)

and Divisional SHE Directors.

– Sustainability Progress and

Strategy: Reviewed progress against

sustainability objectives and

considered updates on the evolving

non-financial reporting regulatory

landscape, informing

recommendations to the Audit

Committee on the ESG assurance

roadmap.

– Balanced Scorecard KPIs: Evaluated

proposed safety, sustainability and

technology-related KPIs for the 2026

Balanced Scorecard, leading to

recommendations to the

Remuneration Committee.

– Community and Social Initiatives:

Received updates on community

engagement workstreams, including

progress and key successes during

FY25.

– Governance and Planning: Approved

the Committee’s Terms of Reference

and the 2026 planner, including plans

for a dedicated safety session and an

additional meeting to strengthen

oversight.

(ii) Accelerate sustainable

mining

The Committee continued to explore

technology-led solutions to address key

sustainability challenges for customers

through thematic deep dives and

strategic reviews.

– Industry Outlook: Engaged with an

external expert on the future of the

mining industry, prompting further

Board-level discussions on

technology-driven sustainable

solutions.

– Customer Water and Waste Impact:

Reviewed initiatives to reduce water

use and waste in customer

operations.

– Enterprise Technology Roadmap

(ETR): Revalidated priorities and

engaged with stakeholders to drive

ongoing progress and strategic

innovation partnerships.

– Joint Session with Audit Committee:

Discussed sustainability progress and

strategy alongside assurance

considerations, reinforcing alignment

between governance and risk

oversight.

Our sustainability strategy

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	113

Audit Committee report

A key objective for the

Committee in 2025 was the

successful conclusion of the

audit tender process.

Andy Agg

Chair of the Audit Committee

Audit Committee members

and meeting attendance

Members	Attendance1
Andy Agg (Chair)	5/5
Nick Anderson	5/5
Penny Freer	5/5
Tracey Kerr	5/5

Note

1. The Committee held a joint meeting with

the Safety, Sustainability and Technology

Committee in 2025.

Dear shareholder,

I am delighted to present our report for

the year ended 31 December 2025, my

second year as Committee Chair. This

outlines how the Committee has fulfilled

its key objective of providing effective

governance over the Group's financial

reporting and highlights our key

priorities for 2026.

Audit tender

As previously reported, we initiated an

external audit tender in 2024, with the

process continuing through 2025.

During this period, the Committee

members, management team and key

corporate functions met with shortlisted

audit firms and their representatives to

gain a comprehensive understanding of

their audit approach and how it will

continue to evolve in the future.

Following this rigorous selection

process, the Board, acting on the

recommendation of the Audit

Committee, agreed to appoint Ernst &

Young LLP (EY) as our new auditor, who

will be subject to shareholder's approval

at the 2026 AGM.

As PwC has completed its final audit of

the Company, I would like to express, on

behalf of the Board, our gratitude for the

outstanding work delivered throughout

their mandate.

2025 highlights

In addition to our routine business, we:

– Actively monitored progress and

preparedness for Provision 29 on

material controls, where a new

requirement to make a declaration on

the operating effectiveness of material

controls effective on 1 January 2026.

– Reviewed ongoing transformation

across Finance, assessing impacts on

financial reporting, audit scope, and

opportunities for improvement.

– Continued to review the ESG assurance

roadmap, updating where appropriate

with new regulatory requirements and

emerging areas of focus.

– Received an update on our IT controls

from the Chief Information Officer, IS&T

Transformation VP, and Group Chief

Information Security Officer.

– Successfully concluded the audit tender

process, with EY to be appointed as

external auditor following a thorough

and competitive selection process.

Areas of focus 2026

Key focus areas for the Committee in 2026

are expected to include:

– Close oversight of the implementation

of the selected material controls and

assurance framework, ensuring the

Board receives sufficient comfort to

provide its first annual declaration on the

effectiveness of material controls as at

the 2026 balance sheet date.

– Monitoring the onboarding of EY as the

Company’s new auditor, ensuring the

process is well-structured and balanced

to provide them with the appropriate

level of information required to perform

their role effectively.

Andy Agg

Chair of the Audit Committee

3 March 2026

Role of the Committee

The Audit Committee is responsible for

providing effective governance over the

Group’s financial reporting and making

appropriate recommendations to the

Board.

This includes reviewing the

effectiveness of the risk management

and internal control frameworks,

reviewing significant financial reporting

judgements and reviewing the activities

of Internal Audit.

The Committee is also responsible for

appointing the external auditor,

approving fees and assessing audit

quality and independence.

Jennifer Haddouk acted as Secretary

to the Committee through 2025.

Members have been selected with

the aim of providing the wide range

of financial and commercial expertise

necessary to fulfil Committee

responsibilities. Individual

biographies have been presented on

pages 89 to 90.

è Read more about the full

responsibilities of the Audit

Committee which are set out in its

Terms of Reference, which are

reviewed annually and available at:

global.weir/siteassets/pdfs/

investors/board-committees/2026/

weir-group-audit-committee-

terms-of-reference-2026.pdf

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	114

Audit Committee report

continued

Main activities of the

Audit Committee

The main activities of the Audit

Committee are outlined below. We met

five times during the year and have

convened twice since the year end. 

Each meeting typically takes place prior

to a Board meeting, where we provide

an update on our work. The Committee

can request support from Group

employees and obtain necessary

information from Executive Directors

to fulfil our role and responsibilities.

We are able to seek external legal

or independent professional advice

if required.

(i) Financial reporting

Our principal responsibility in this area

is the review and challenge of the

actions and judgements of

management in relation to the interim

and annual financial statements before

submission to the Board, paying

particular attention to:

– critical accounting policies and

practices, and any changes therein;

– decisions requiring significant

judgements or estimates or where

there has been discussion with the

external auditor;

– the existence of any errors,

adjusted or unadjusted, resulting

from the audit;

– the clarity of the disclosures and

compliance with accounting

standards and relevant financial and

governance reporting requirements;

– an assessment of the adoption of the

going concern basis of accounting

and a review of the process

and financial modelling underpinning

the Group’s Viability statement;

– how the impact of climate change

is considered and reflected in the

financial statements and related

assessments; and

– the processes surrounding the

compilation of the Annual Report

and Financial Statements with regard

to presenting a fair, balanced and

understandable assessment of the

Group’s position and prospects.

(ii) Internal control and

risk management

While overall responsibility for the

Group’s risk management and internal

control frameworks rests with the Board,

the Audit Committee has a delegated

responsibility to keep under review the

effectiveness of the systems supporting

these. Further details on accountability

for Risk Management are provided

in the Corporate Governance report

on page 103 to 104.

Our work in this area is supported by:

reporting from the Group Head of

Internal Audit and Chief Compliance

Officer on the results of the programme

of internal audits completed; the overall

assessment of the internal control

environment, with reference to the

results of their work and the results

from the self-assessed Compliance

Scorecards; and in addition, reporting,

either verbal or written, from Senior

Management covering any

investigations into known or suspected

fraudulent or inappropriate activities,

and the adequacy and effectiveness of

fraud prevention procedures. We take

comfort from work undertaken for the

Board on a review of the sources

of assurance, which are mapped against

the principal risks (see (iii) Internal

audit). In addition, the Committee takes

comfort from the audit work performed

and conclusions reached by PwC over

the controls environment of the Group’s

critical IT systems.

The Committee also receives regular

reporting on the Group’s ethics and

compliance-related activities from

the Group Head of Internal Audit and

Chief Compliance Officer. This includes

reviewing the Group’s Ethics Hotline

programme, which provides a

mechanism for employees to report

concerns about the conduct of the

Group or its employees. The Committee

ensures that appropriate arrangements

are in place to receive and act

proportionately on any complaint about

malpractice, in financial reporting or

otherwise.

The Committee held its first joint

session with the Safety, Sustainability

and Technology Committee, attended

by PwC, the Group Head of

Sustainability, the Group Financial

Controller and the Group Head of

Internal Audit and Chief Compliance

Officer. The session focused on

reviewing sustainability progress and

strategy, as well as receiving updates

on the evolving non-financial disclosure

landscape to inform the assurance

roadmap and related activities.

The Committee also receives

presentations from each Divisional VP

of Finance, Group Head of Tax, Group

Treasurer, Group Head of Risk and

Insurance, Chief Information Officer,

the IS&T Transformation VP, and Group

Chief Information Security Officer, all

of which inform the Committee's

assessment of the internal control

and risk management framework and

its effectiveness.

(iii) Internal audit

The Committee has a responsibility to

monitor the effectiveness of the Group’s

Internal Audit function. During the year,

the Group Head of Internal Audit and

Chief Compliance Officer provides

the Committee Chair with copies of

all internal audit reports, and presents

the results of audit visits and progress

against the internal audit plan to the

Committee, with particular focus on

high-priority findings and the action

plans, including management

responses, to address these areas.

Private discussions between the

Committee Chair and the Group Head

of Internal Audit and Chief Compliance

Officer are held during the year as

required and at least once a year with

the full Committee.

These updates, combined with

Compliance Scorecard reporting,

provide broad coverage of the Internal

Audit function and a good sense of the

control environment. This also allows

the Committee to ensure the function

is effective, which includes assessing

the independence of the function,

ensuring that it is adequately resourced

and has appropriate standing within

the Company.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	115

Audit Committee report

continued

One of the main duties of the

Committee is to review the annual

internal audit plan and to ensure that

Internal Audit remains focused on

providing effective assurance. As part

of the Group’s risk management

procedures, key sources of assurance

are mapped against the Group’s core

processes and this is used to ensure

internal audit planning considers wider

internal assurance risk indicators.

The factors considered when deciding

which businesses to audit and the

scope of each audit are, among other

things, critical system or Senior

Management changes, financial results,

assessments from other assurance

reviews undertaken, whistleblower

report instances and whether the

business is a recent acquisition. The

timing of the most recent visit and

consideration of the number of visits to

each operating company in the Group

on a cyclical basis are also taken into

account. In addition, the emergence of

any common themes or trends in the

findings of recent internal audits or

Compliance Scorecard submissions is

taken into consideration. Planning is

further assisted by a risk modelling tool

for dynamic risk prioritisation of audits.

(iv) External audit and

audit tender

The Committee is responsible for

recommending to the Board the

appointment, re-appointment,

remuneration (including non-audit

services) and removal of the external

auditor. The external auditor for the year

ended 31 December 2025 was PwC,

who were first appointed for the

financial year commencing 1 January

2016 following a tender process. During

2025, the Committee has complied with

the Competition and Markets Authority

Order ‘The Statutory Audit Services for

Large Companies Market Investigation

(Mandatory Use of Competitive Tender

Processes and Audit Committee

Responsibilities) Order 2014'.

In line with regulatory requirements to

conduct a tender at least every ten

years, and rotate firms after a maximum

of 20 years, the Committee undertook a

thorough audit tender process, which

commenced in October 2024 and was

disclosed in the previous year’s Annual

Report, with tender‑related activities

carried out through the first half of 2025

ahead of the Board’s decision in June.

Throughout the tender, all members of

the Audit Committee were actively

involved at each stage of the process,

rather than only at the final

presentations, and engaged directly

with shortlisted firms to understand

their proposed audit approach, team

structure and future outlook.

As this was a tender year, the

Committee’s consideration of the

auditor appointment focused on the

outcome of the tender process rather

than a routine re‑appointment

assessment. The Committee carried out

the tender in accordance with the Audit

Committee Minimum Standard,

including full Committee involvement

throughout the process, the application

of transparent and non‑discriminatory

selection criteria, ensuring equal access

to information for all participating firms,

evaluating whether to conduct a

price‑blind tender, reviewing relevant

FRC public reports and audit quality

indicators, and submitting three audit

firm options to the Board with a justified

preference based on audit quality,

independence, challenge and technical

competence.

Following completion of this

comprehensive process, the Committee

recommended the appointment of EY

as the Company’s new independent

auditor. The Board approved this

recommendation in June 2025, and EY

will assume the external audit role from

PwC at the conclusion of the 2026 AGM,

subject to shareholder approval. The

Committee considered this timing to be

in the best interests of the Company’s

members and consistent with

regulatory requirements.

(v) Non-financial reporting

The Committee Terms of Reference

include the responsibility to keep under

review the effectiveness of the internal

controls and systems for reporting 

non-financial data, and the related

assurance activity, where appropriate.

The Committee receives reporting in

relation to ESG assurance activity from

the Group Financial Controller.

Audit Committees and the

External Audit:

Minimum Standard

The Company and its Audit Committee

apply the 'Audit Committees and the

External Audit: Minimum

Standard' (the Standard) published by

the FRC in 2023. This Committee report

describes how, and the extent to which,

the Company has complied with, the

provisions of the Standard during 2025.

There were no shareholder requests for

certain matters to be covered in the

audit during the year and there were no

regulatory inspections of the quality of

the Company's audit. An explanation of

the application of the Group's

accounting policies is provided in note 2

to the financial statements.

Audit Committee

meeting calendar

The following calendar of activities sets

out the matters discussed and

outcomes reached at each of the

Committee meetings. This reflects

Committee meetings where content

relevant to the 2025 financial year was

discussed.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	116

Audit Committee report

continued

	July 2025 – Reviewed the findings from the internal audits performed to date. – Received an update on preparations for compliance with Provision 29 of the 2024 UK Corporate Governance Code, by reviewing the Group's proposed material controls, assurance approach and design. This incorporated an update on the Group's overall risk management processes. – Received an update on actions underway to ensure the Company has a robust framework and procedures in place in response to the new 'failure to prevent fraud' offence introduced by The Economic Crime and Corporate Transparency Act 2023, and agreed to receive a further update ahead of this new offence coming into effect. – Reviewed and confirmed external auditor effectiveness. – Reviewed PwC's draft audit plan and agreed to recommend approval of the plan to the Board. – Reviewed the key judgemental issues, PwC's interim review findings and the interim financial statements; agreed to recommend approval of PwC's letter of representation, key accounting judgements and the financial statements to the Board. – Received annual updates in relation to Treasury Strategy and Risk, and from the ESCO Division VP of Finance & Accounting. – Held a private session with the external auditors.				October 2025 – Reviewed the results from the H1 2025 compliance scorecard. – Reviewed the findings from further internal audits performed. This included a brief verbal update on a specific internal investigation. The Committee were updated on actions taken to date, planned next steps and agreed that a final report on the matter would be presented at the following meeting. – Received an update on preparations for compliance with Provision 29 of the 2024 UK Corporate Governance Code, including the proposed material controls, and assurance approach. Following review, the Audit Committee agreed to recommend approval of these to the Board. – Reviewed and approved the proposed accounting treatment in relation to the US subsidiary's legacy asbestos-related liabilities. – Received an update to PwC's audit plan; agreed to recommend approval of this and fees to the Board. – Reviewed the ESG assurance roadmap and received an update on ESG assurance activity. – Received annual updates in relation to Ethics & Compliance and from the Group Head of Internal Audit and Chief Compliance Officer. – Received an update from the Minerals Division VP of Finance. – Received an update in relation to IT Controls from the Chief Information Officer, the IS&T Transformation VP, and Group Chief Information Security Officer. – Received an update in respect of functional transformation activity, part of the Group's Performance Excellence programme. – Reviewed the Committee's Terms of Reference and Non-Audit Services Fee Policy, and agreed to recommend approval of the updated terms and policy to the Board. – Held a private session with the Chief Financial Officer.

	September 2025 - Joint session with the SS&T Committee – Reviewed the sustainability progress and strategy. – Received updates on the evolving non-financial disclosure landscape to inform the assurance roadmap and related activities.

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Audit Committee report

continued

	January 2026 – Reviewed the findings from the remaining 2025 internal audits. – Received a follow-up report on the specific internal investigation noted at the October meeting. The Committee reviewed the findings from the investigation and management's responses. The Committee agreed to the mitigation actions proposed by management as part of the review. – Confirmed the independence of the Internal Audit function. – Approved the 2026 Internal Audit strategy, charter and plan. – Considered the accounting judgements relating to 2025 and updates from PwC in relation to management conclusions presented. – Received confirmation from PwC of the final 2025 audit fees and approved these. – Received an update on the status of the Annual Report and Financial Statements preparation. – Considered the risk management and internal controls effectiveness review and agreed to recommend to the Board that the Group's risk management and internal control frameworks remain effective. – Noted the results of the committee effectiveness review as part of the wider Board performance review process. – Held a private session with the Group Head of Internal Audit and Chief Compliance Officer.				February 2026 – Reviewed the results of the H2 2025 compliance scorecard. – Received a report on the risk management process and material controls, and progression towards compliance with Provision 29 of the 2024 UK Corporate Governance Code. – Reviewed results from assurance activity over an expanded set of ESG metrics; received an update on other aspects of the ESG assurance roadmap. – Received the annual update in relation to Tax Strategy and Risk and agreed to recommend approval of the strategy to the Board. – Considered the remaining key judgements relating to 2025 including a review of the going concern assessment. – Considered the conclusions reached by PwC in relation to the key judgements and other audit findings. – Received confirmation of PwC's independence and approved this. – Reviewed the draft financial statements with particular focus on disclosures in relation to judgemental issues. – Agreed to recommend approval of PwC's letter of representation, the key accounting judgements and the financial statements to the Board. – Reviewed the results of viability modelling; considered the process supporting the fair, balanced and understandable review; and reviewed the Audit Committee Report for inclusion in the Annual Report; agreeing recommendations for approval to the Board in respect of each. – Held a private session with the external auditors.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	118

Audit Committee report

continued

The following pages provide further

detail of Committee activity in relation

to the current financial year.

(i) Financial reporting

Accounting for acquisitions, adjusting

items and the deconsolidation of an

entity from the Group have been the

main areas of financial reporting focus

in 2025.

As explained in note 6 to the financial

statements, following the placing of the

US subsidiary, which holds a provision

for legacy asbestos-related liabilities

into Chapter 11 bankruptcy, the

Committee thoroughly discussed and

reviewed the accounting treatment of

the entity. The Committee agreed to

recommend to the Board the

deconsolidation of the US subsidiary

from the Group's Annual Report and

Financial Statements on the basis that

the Group no longer has control to

direct the activities of the entity. This has

resulted in an exceptional gain on

deconsolidation as described in note 6.

The Committee received details of

acquisitions in the year and reviewed

the opening balance sheet provisional

fair values and resulting goodwill.

The Committee also received detailed

reporting on adjusting items, which

includes: amortisation in relation to

intangible assets recognised via

acquisition; exceptional items, which are

primarily costs related to the Group's

Performance Excellence programme,

acquisition and integration costs and

the gain from the deconsolidation of the

US subsidiary as noted above; and other

adjusting items, which primarily reflects

a charge in relation to the US

subsidiary's legacy asbestos-related

liabilities to the point of the US

subsidiary being deconsolidated.

During its meetings, the Committee

challenged management assumptions,

judgements and estimates. With regard

to the provisional fair values assigned to

Micromine, the Committee noted the

work performed by EY to value the

intangible assets and considered the

useful lives assigned. This service being

permissible under the FRC ethical

standards as the work would be

completed prior to EY becoming 

company auditor. The Committee also

gave careful consideration to the

disclosures in relation to the key

judgements within the Annual Report.

Further detail on these and other

financial reporting matters discussed in

the current year, and recurring agenda

items, can be found on pages 121 to

126.

Engagement with external

regulators

The Financial Reporting Council (FRC)

notified the Company that they had

performed a limited review of the 2024

Annual Report and Financial Statements.

We are pleased to report that the letter

confirmed that, based on their review,

there were no questions or queries that

they wished to raise with us.

The FRC supports continuous

improvement in the quality of corporate

reporting. Their review is based solely on

the Annual Report and Financial

Statements and does not benefit from

detailed knowledge of the business or

an understanding of the underlying

transactions entered into. The FRC's role

is not to verify the information provided

to it but to consider compliance with

reporting requirements.

(ii) Internal control and

risk management

During 2025, the Committee were

updated on the work performed in the

year by the Compliance team. This

included detailed reporting on the

ethics hotline cases, compliance training

monitoring, for example in relation to

the Group’s Code of Conduct, anti-trust

and anti-bribery policies, improvements

in human rights and modern slavery

policies and processes, assessing fraud

analytics tools and rolling out a fraud

prevention training programme to 'at

risk' employees.

The Committee received an annual

update from each Divisional VP of

Finance. These presentations included a

review of the Divisional risk dashboards,

significant findings from internal audit

visits and recent Compliance Scorecard

process results, control themes and

areas of focus, as well as an overview of

their Divisional finance leadership

teams. In addition, the Committee were

updated on progress of strategic

initiatives, including Performance

Excellence initiatives and the associated

impacts in each Division and corporate

function.

Focus is given to the strength and depth

of the finance team’s capability; the

quality and efficiency of responses to

findings of internal audit visits, including

whether learning has been shared more

widely across the Group to mitigate the

risk of recurrence and to share good

practice; the quality of the discussion

around Divisional risk dashboards; and,

progress against strategic initiatives.

The Committee also received annual

updates on tax and treasury strategy as

well as IT controls from the Chief

Information Officer, the IS&T

Transformation VP, and Group Chief

Information Security Officer.

The Committee was also updated

throughout the year on the progress to

the proposed material controls and

assurance approach to ensure

readiness for compliance with Provision

29 of the 2024 UK Corporate

Governance Code.

The Committee also received an update

from the Weir Business Services VP with

specific focus on operational

performance and preparations to

ensure a smooth year end process with

no delays in reporting. This provided the

Committee with comfort that

performance was being monitored post

the transition of activities to Weir

Business Services, and continued focus

on the internal controls aspects of the

transition, risks and mitigations.

(iii) Internal audit

The results of internal audits and the

compliance scorecard process through

2025 have continued to be largely

positive, providing comfort over the

control environment.

	2025	2024
Completed internal audits	35	38

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Audit Committee report

continued

Compliance scorecard

The Compliance scorecard is a control

mechanism whereby each operating

company undertakes self-assessments

every six months of their compliance

with Group policies and procedures,

including key internal controls across a

range of categories including finance,

anti-bribery and corruption, tax, treasury,

trade and customs, HR, cybersecurity, IT

and legal. As far as the elements relating

to finance are concerned, these cover

(but are not limited to) management

accounts and financial reporting,

balance sheet controls and

employee costs. The scorecard process

also covers areas of non-financial

reporting such as scope 1&2 emissions

and Total Incident Rate reporting. Each

operating company is expected to

prepare and execute action plans to

address any weaknesses identified as

part of the self-assessment process.

Operating companies are required to

retain evidence of their testing in

support of their self-assessment

responses. Internal audit has

responsibility for confirming the self-

assessment during planned audits. Any

significant variances are reported to

local, Divisional and Group

management. Any companies reporting

low levels of compliance are required to

prepare improvement plans to

demonstrate how they will improve over

a reasonable period of time. The overall

compliance scores (as a percentage)

are tracked over time and reported to

the Audit Committee twice a year, with

the Committee paying particular

attention to the variances between

self-assessed and Internal Audit

assessed scores, as well as trends and

the performance of newly acquired

companies.

In addition to the results from internal

audits, the Committee was advised of

the continued focus on driving

operational excellence through

technology with advanced analytics and

continuous monitoring for revenue

recognition tests.

Internal audit also increased their focus

on ESG in the year, carrying out a review

of the governance frameworks, which

have been developed as part of the

overall ESG assurance roadmap.

Internal audit plan

The 2026 plan continues to focus the

largest proportion of resource on

financial assurance reviews, while

incorporating wider risk assurance

coverage, both financial and non-

financial, as described below.

– Reviews are undertaken to assess

compliance with Weir’s Code of

Conduct procedures including anti-

bribery and corruption; this includes

areas, such as policy and procedures,

employee training, relationships with

agents, accounting for employee

expenses and corporate hospitality

and gifts.

– The IT assurance programme for 2026

will focus on areas such as quantum

computing and privileged access,

together with a review of the

governance arrangements supporting

major enterprise system

implementation programme, SAP

S/4HANA.

– ESG assurance will continue to be a

focus of the 2026 plan, including

providing assurance over the

governance and controls supporting

the new ESG metrics with a focus on

the robustness of KPI definitions, data

lineage, control design and operating

effectiveness, and assessing progress

against the 2025 ESG Assurance

Roadmap.

– Wider risk assurance projects

including independent testing of

material controls to prepare for

compliance with Provision 29 of the

2024 UK Corporate Governance Code

and conducting a review of the fraud

risk assessment to ensure adequate

coverage following acquisitions. The

team will be involved in the design

phase of SAP S/4 Hana on a

consultative basis.

– An element of the Annual Plan is

reserved for assurance coverage of

any emerging risk or regulatory

changes.

The Committee considered and

approved the 2026 Internal Audit

Strategy and Plan noting the inclusion of

the wider risk assurance projects and

ESG assurance activity in particular.

(iv) External audit

2025 Audit

A new audit risk has been added by

PwC since last year following the

acquisition of Micromine and the

associated identification and valuation

of intangible assets. Key audit matters

are included in their Audit Report on

pages 157 to 166.

The Group audit team visited the ESCO

Portland site, the newly acquired

Townley operation foundry in Florida

and the Minerals US operations in Salt

Lake City in 2025, and field work has

been carried out on a hybrid basis by

component teams across the globe.

Established procedures exist for

component team supervision and file

reviews.

Auditor effectiveness

The assessment of the external audit

process is highly dependent on

appropriate audit risk identification at

the start of the audit cycle and the

quality of planning. PwC present a

detailed audit plan to the Committee

each year, identifying their assessment

of the key risks, among other matters.

Our assessment of the effectiveness

and quality of the audit covers a

number of other matters, including

consideration of the auditor's

judgement, skills and culture, a review of

the reporting from the auditors to the

Committee, and also by seeking

feedback from management and

Internal Audit on the overall conduct

and effectiveness of the audit process

and whether the agreed audit plan and

any commitments made during the

tender process have been met. This

includes whether the auditors are

considered to have a good

understanding of the Group's business

and sufficient knowledge of the industry,

whether the level of challenge provided

by the auditors is deemed appropriate

and whether recommendations have

been acted upon (and if not, why not).

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Audit Committee report

continued

Overall, management were satisfied that

there had been appropriate focus and

challenge on the primary areas of audit

risk and assessed the quality of the

audit process as satisfactory.

The Committee held two private

meetings with the external auditor in

2025. This provided opportunity for

open dialogue and feedback from the

Committee and the auditor without

Executive management. Matters

discussed included the auditor's

assessment of business risks and

management activity in relation to those

risks, the key audit firm and network-

level controls the auditors relied upon to

address any identified risks to audit

quality, the transparency and openness

of management interactions,

confirmation that there has been

no restriction in scope placed on them

by management, and

how they exercised professional

scepticism and challenged

management assumptions.

The Audit Committee Chair also meets

with the PwC Group Engagement

Leader outside the formal Committee

process as necessary throughout the

year. Such interactions are also

important in the assessment of quality.

Based on the work carried out and the

FRC Audit Quality Inspection and

Supervision Report, the Committee are

of the view that the quality of the audit

process is satisfactory.

Independence policy and

non-audit services

A formal policy exists to provide

guidelines on permitted non-audit

services, ensuring auditor objectivity is

not impaired. During the year ended   

31 December 2025, the Audit

Committee reviewed and amended the

Non-Audit Services Policy to reflect

changes in the 2024 FRC Ethical

Standard and Corporate Governance

Code. The updated policy clarifies

prohibited and permitted services,

approval processes, fee caps, disclosure,

and reporting.

The policy makes it clear that only

certain types of service are permitted to

be carried out by the auditors.

The Committee recommended, and the

Board approved, increasing the CFO’s

approval limit for non-audit services

from £75,000 to £100,000, and raising

the threshold for imposing additional

restrictions from £0.5m to £0.75m

during the year. All permitted non-audit

services require CFO approval, and

those exceeding £100,000 require Audit

Committee Chair approval. If non-audit

fees approach £0.75m during the year,

the Committee will consider further

restrictions.

The auditor confirms their

independence at least annually. The

independence rules allow a maximum

of five years as engagement leader of

the Group. Kenneth Wilson served as

PwC Group Engagement Leader for the

fifth and final time for the audit of the

financial year ended 2025.

Fees payable to PwC in respect of audit

services, as set out in the following table,

were approved by the Committee after

a review of the level and nature of work

to be performed and after being

satisfied by PwC that the fees were

appropriate for the scope of work

required.

The audit-related assurance work

relates to the review of the half year

results and the other non-audit services

primarily relates to the appointment of

PwC for assistance in the Offering

Memorandum required for the issuance

of the five-year US$950m bond notes

and ESG assurance work.

We are of the view that the level and

nature of non-audit work does not

compromise the independence of the

external auditor.

Having considered the relationship with

PwC, their qualifications, expertise,

resources and effectiveness, the

Committee concluded that they

remained independent and effective for

the purposes of the 2025 year end.

(v) Non-financial reporting

Periodically, throughout the year, the

Committee were presented with a

general progress update around ESG

assurance activities and roadmap. In

addition, the Committee also held a

joint session with the Safety,

Sustainability and Technology

Committee in September to review

sustainability progress and strategy,

as well as receiving updates on the

evolving non-financial disclosure

landscape to inform the assurance

roadmap and related activities.

The Committee reviewed the results

from the externally assured ESG metrics.

	2025 (£m)	2025 (% of total fees)	2024 (£m)	2024 (% of total fees)
Audit services	4.4	90%	4.1	98%
Audit-related assurance services	0.1	2%	0.1	2%
Other non-audit services	0.4	8%	—	—%
Total fees	4.9	100%	4.2	100%

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Audit Committee report

continued

Current year matters continued

	Exceptional and adjusting items The issue Management exercises judgement on the classification of certain items as exceptional or adjusting. Role of the Committee We have received detailed reporting covering the following exceptional and other adjusting items: i. details of costs incurred in relation to the Group’s Performance Excellence programme, which includes costs in relation to lean and capacity optimisation initiatives primarily across the Minerals Division and including costs in respect of the closure of its manufacturing site in Todmorden, UK, and costs relating to ongoing global transition to Weir Business Services, primarily in respect of the IT function, under the functional transformation pillar of the programme; ii. details of one-off acquisition and integration costs in respect of Micromine, Townley and Fast2Mine; iii. details of the charge in respect of the US subsidiary's asbestos-related liabilities to the date of deconsolidation; iv. details of the exceptional gain on deconsolidation of the US subsidiary;		v.  explanation of the acquisition accounting treatment, which has given rise to the unwind of the Townley inventory fair value uplift recognised on acquisition; and vi.  disclosure of the amounts and related narrative reporting. Our work has focused on ensuring that exceptional items met the criteria as such due to their size, nature and/ or frequency, and, other adjusting items met the criteria being legacy items not relatable to current and ongoing trading. We reviewed the charges in respect of the Group's Performance Excellence programme and confirm we are satisfied with their classification as exceptional items due to size and nature. Lean and capacity optimisation initiatives in 2025 primarily relate to the closure of the Todmorden manufacturing site in the UK and the relocation of various manufacturing and production activities across the APAC region in the Minerals Division, with costs largely related to severance as well as certain inventory write offs and dilapidations provisions. Costs in relation to Weir Business Services primarily reflect consulting and other costs associated with the establishment of Weir Business Services for the IT function.		We received details of the one-off acquisition and integration costs in respect of Micromine, Townley and Fast2Mine and are satisfied these meet the definition of exceptional on account of size, nature and infrequency of events that give rise to this. We also received detailed reporting in respect of the US asbestos-related provision and associated insurance asset at the half year. We are comfortable with the charge recognised as an adjusting item to the point of deconsolidation and its classification as such is in line with the Group's accounting policy. In the second half, following the US subsidiary being placed into bankruptcy and subsequently deemed loss of control, we reviewed the accounting for the deconsolidation of the entity and the resulting exceptional gain. We are satisfied that the Group no longer retains control and that the entity should, therefore, be deconsolidated and we are comfortable with the gain in the Consolidated Income Statement and believe its classification as an exceptional item is appropriate (see provisions section for further details). Particular attention was given by the Committee to the disclosures in respect of the deconsolidation of the US subsidiary.		We noted the exceptional and adjusting items reflected the way in which we, as members of the Board, reviewed the performance of the Group and were disclosed appropriately and consistently. PwC reviewed all exceptional and adjusting items, testing a sample to supporting documentation, and performed a detailed review of the deconsolidation of the US subsidiary. Discussions were held with management to understand and challenge the assumptions and judgements, most notably with the US subsidiary deconsolidation and Performance Excellence costs. PwC assessed the appropriateness of classification of all items as exceptional or adjusting items and confirmed the treatment and related disclosures were appropriate. Consideration was also given to the current balance sheet position of all related provisions, including both new provisions and those remaining from previous years, with management providing details of the remaining liabilities and expected utilisation. Conclusion The Committee agrees with the accounting treatment and disclosure of these items in the Annual Report. è Read more See notes 6 and 22 of the Group Financial Statements

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Audit Committee report

continued

Current year matters continued

	Acquisition accounting The issue Management makes estimates in relation to the provisional fair value of all assets and liabilities. Management exercises judgement on the probability of contingent consideration becoming payable. Role of the Committee We received a summary report from management, which outlined for each acquisition the assessment of provisional fair values. The Committee noted the key areas of focus were intangible assets for Micromine and inventory and property, plant & equipment values for Townley. The Committee received details of the purchase price allocation exercise performed by EY in respect of Micromine, which valued the separately identified intangible assets of brand name, customer relationships and intellectual property. The Committee considered the values, the benchmarking analysis and the useful lives assigned to each asset category and are comfortable with each of these.		With respect to Townley, the Committee were advised of the property valuations undertaken by external valuers and the approach to confirm the inventory acquired and uplift this to fair value less cost to sell. The Committee noted that the identification and valuation of separately identifiable intangible assets had not yet been completed in respect of Townley and Fast2Mine and would be finalised in 2026, within the 12-month period following acquisition as permitted by IFRS 3 'Business Combinations', along with the finalisation of all other provisional values. The Committee were also informed of the contingent consideration arrangement with respect to Fast2Mine. The Committee reviewed the related disclosures in the financial statements displayed in note 14. PwC concurred with the treatment.		Conclusion The Committee are satisfied with the reported provisional fair values and agree with the conclusion reached on contingent consideration, noting this will be reassessed in 2026. The Committee took assurance from the fact that external advisers were engaged by the Company to assist in aspects of the purchase price allocation with respect to Micromine and Townley. PwC also confirmed they were satisfied with the provisional fair values. The Committee are satisfied with related disclosures in this Annual Report. è Read more See note 14 of the Group Financial Statements

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Audit Committee report

continued

Recurring agenda items continued

	Impairment The issue Management undertakes an annual detailed, formal impairment review of goodwill and other intangible assets, with judgements made on the relevant Cash Generating Units (CGUs) and estimates of available headroom. Role of the Committee The Group has two CGUs: Minerals and ESCO. The most significant estimates are in setting the assumptions underpinning the calculation of the value in use of the CGUs. We specifically reviewed: i. the allocation of Townley to the Minerals CGU and Micromine and Fast2Mine to the ESCO CGU; ii. the achievability of the long-term business plan numbers and macroeconomic assumptions underlying the valuation process; and iii. long-term growth rates and discount rates used in the cash flow models for the CGUs. Business plans and budgets were Board-approved and underpin the cash flow forecasts. We noted that the impairment testing result for the Minerals CGU continues to produce significant headroom above carrying value and, as such, no sensitivity analysis was required.		We noted that, while headroom for the ESCO CGU decreased following the addition of the acquired businesses, no sensitivity analysis is considered necessary given the strength in post-acquisition performance. We reviewed management's approach, the basis for the impairment reviews and the assumptions in relation to long-term growth rates and discount rates. We concluded the methodology and rates applied to be consistent and appropriate. We also reviewed the disclosures in the financial statements and the related narrative. Further to their work benchmarking management's assumptions against their independently determined ranges and challenging underlying business plans, we also received confirmation from PwC that they are in agreement with management's conclusions. Conclusion We are satisfied that the impairment analysis supports the carrying value of the underlying assets in the CGUs and that no sensitivity disclosures are required. è Read more See note 15 of the Group Financial Statements				Pensions The issue The valuation of pension liabilities can be materially affected by the assumptions utilised by management on areas such as discount and inflation rates. Role of the Committee We received details of the key assumptions underpinning the valuation, taking assurance from the fact that external advice had been taken by the Company and that PwC had benchmarked these assumptions to their own internal ranges and consider them appropriate. We continue to note the level of  de-risking undertaken over the past several years in respect of the UK Main Scheme, with insurance policy assets now covering c.60% of the UK's total funded obligation, reducing the Group's exposure to actuarial movement.		We also continue to note the legal advice obtained regarding the UK arrangements, which confirms the recognition of the surplus is in line with IFRIC14. The Committee are satisfied with the recognition of the asset on the Consolidated Balance Sheet. PwC concurred with this treatment. Conclusion The Committee is satisfied with the assumptions and related pension disclosures, including the appropriateness of continuing to recognise an asset in respect of the UK Main Scheme. è Read more See note 24 of the Group Financial Statements

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Audit Committee report

continued

Recurring agenda items continued

	Provisions The issue Significant balance sheet provisions are underpinned by management’s key judgements on obligating events and timeframes over which a reliable estimate for provision values can be made. Role of the Committee As mentioned in the ‘Exceptional and adjusting items’ section above, we received detailed reporting in respect of the US asbestos-related provision and corresponding insurance asset and the subsequent deconsolidation of the US subsidiary which held these. Up to the point of deconsolidation, this included details supporting the movement in the US asbestos- related provision, based on the financial modelling developed from the latest triennial actuarial review undertaken in 2023. This also included details supporting the movements in the corresponding insurance asset and a review of actual claims experience in the year. Following the decision to deconsolidate the entity, the Committee focused on the accounting and disclosures for the Annual Report, resulting in disclosure of the deconsolidation of the asbestos-related provision. The Committee are satisfied with the		adequacy and transparency of the disclosures in note 22. PwC's work in this area included a review of current year experience to the point of deconsolidation, the accounting for the deconsolidation and the resulting impact on the financial statements. PwC concluded they were comfortable with the accounting and disclosures. With regard to other provisions (other than inventory), we received details of the nature of each provision and explanations of the key movements between the opening and closing balances. Particular attention was given to the exceptional items provision, in conjunction with the income statement review of these, and understanding the movements and closing balances held. The Committee is satisfied with the accounting treatment and related disclosures in respect of other provisions in the financial statements. Conclusion We are satisfied that the current provisioning levels and approach are appropriate. We have reviewed the disclosures, paying close attention to those relating to the deconsolidation and are satisfied with the disclosures. è Read more See note 22 of the Group Financial Statements				Fair, balanced and understandable The issue The Board is required to state that the Group’s external reporting is fair, balanced and understandable. The Committee is requested by the Board to provide advice to support this. Role of the Committee The Committee received a report from management summarising the approach taken to ensure that the Group’s external reporting is fair, balanced and understandable. This covered, but was not limited to: i. involvement of a cross section of management during preparation of the external reporting, including the Group Executive, Divisional VPs of Finance, Group Communications, Sustainability, Group Finance (including Group Tax and Group Treasury) and Company Secretariat;		ii.  input from external advisers, including Company brokers and a public relations agency; iii.  use of disclosure checklists for corporate governance and financial statement reporting; iv.  regular research to identify emerging practice and guidance from relevant regulatory bodies; v.  regular meetings of key contributors to the document, during which specific consideration is given to the requirement; and vi.  four ‘cold’ readers; three employees (two from Senior Management) and an external proofreader, all independent of the preparation process. Conclusion The successful completion of this work has been reported to the Board.

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Audit Committee report

continued

Recurring agenda items continued

	Tax charge and provisioning The issue The tax position is complex, with a number of international jurisdictions requiring management’s judgement with regard to effective tax rates, tax compliance and tax risk. Role of the Committee The Committee receives a detailed report every six months, which covers the following key areas: i. status of significant ongoing enquiries and tax audits with local tax authorities; ii. the Group’s effective tax rate for the current year; and iii. the level of provisioning for known and potential liabilities, including significant movements on the prior period. The Committee also receives an annual presentation on tax strategy and risk from the Group Head of Tax. In recent years, significant tax focus has been in respect of certain balance sheet deferred tax assets (DTA), which arose from the disposal of the Oil & Gas Division, and which would remain available to the Group		to offset future US taxable income of the continuing operations. The recognition of these assets in the future would depend on the level of future US profitability and the US tax law in force at that point in time. The Committee were updated on the latest DTA modelling undertaken, which was based on the Group’s latest Strategic Plan to forecast levels of future US group taxable income over a ten-year period. This concluded that recognition of the closing balance sheet US DTA of US$130.2m (£93.8m) is appropriate. In arriving at this conclusion, modelling was undertaken, which demonstrated that the net US DTA would be fully utilised over the course of the ten-year modelling period. An additional judgement related to the derecognition of US$17.5m (£13.3m) of DTA previously held at the level of Valves & Controls US, Inc, resulting from that company's deconsolidation from the continuing Group in July 2025.		The Group will continue to monitor the US group’s levels of taxable income and performance against the modelling undertaken, together with the impact of any reforms to the US tax code, in order to evaluate the appropriate ongoing level of balance sheet DTA in future periods. Having considered the current year tax charge and provisions, the Committee are satisfied with the appropriateness of these including the continued DTA recognition. The Committee also takes comfort from the work done and conclusions reached by PwC in this area. PwC concurred with the appropriateness of the tax accounting including the continued DTA recognition. Conclusion Based on the information reviewed, we are satisfied that the tax charge and provisioning presented in these financial statements, including the recognition of the DTA is appropriate. è Read more See notes 8 and 23 of the Group Financial Statements				Inventory valuation The issue Management applies estimates on inventory valuation and provisioning. Role of the Committee Given the significant investment in inventory, and being cognisant of the impact of commodity cycles, this remains a judgement for specific consideration. Reporting has been received from management on the business drivers behind movements in both gross inventory and the related slow-moving and obsolete provision. PwC performed work on inventory and related provision balances as part of their audit and identified no findings to report. Conclusion Based on the information provided, the Committee concluded that management action had been effective and that the level of provisioning appeared adequate. è Read more See note 17 of the Group Financial Statements

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	126

Audit Committee report

continued

Recurring agenda items continued

	Going concern The issue The Committee’s role, as delegated by the Board, is to carry out an assessment of the adoption of the going concern basis of accounting and report to the Board accordingly. Role of the Committee We fulfilled our responsibilities in this area through the review and discussion of reporting received from management, which covered: i. assessment of borrowing facilities available to the Group; ii. review of budget and latest forecast information, including debt covenants, and associated financial modelling; iii. liquidity and credit risk; and iv. the existence of contingent liabilities. We specifically noted the Group entered into an Australian dollar $1.2bn term loan facility in February 2025 to finance its purchase of Micromine. Subsequently, in October 2025, the Group successfully issued Australian dollar $400m five-year bond notes and part repaid the term loan. In May 2025, the Group completed the issue of US$950m five-year bond notes and elected to reduce its US$800m and £300m Sustainability- Linked Notes to US$133m and £150m respectively.		The Committee noted the Group retained significant levels of liquidity over an extended maturity profile and also has the option to increase its multi-currency revolving credit facility (RCF) by US$200m. We also reviewed the outputs from financial modelling of future cash flows and reverse stress testing in addition to the base modelling. This stress testing focused on the level of downside risk which would be required for the Group to breach its current lending facilities and related financial covenants. The review indicated that the Group continues to have sufficient headroom on lending facilities and related financial covenants. The circumstances that would lead to a breach are not considered plausible. We note the net debt to EBITDA on a lender covenant basis is higher than last year at 1.9 times. However, this is in line with the Group's capital allocation policy of up to 2.0 times for acquisitions and comfortably below the covenant limit of 3.5 times. Finally, we note the work performed by PwC and their conclusion that the Directors’ use of the going concern basis of accounting is appropriate. Conclusion The completion of this work has been reported to the Board. The Group’s statement on going concern is included on page 155.				Viability statement The issue The Board approves the period of assessment, the stress testing scenarios to be modelled and the basis of financial modelling with respect to the Viability statement. The Committee’s role, as delegated by the Board, is to review the output of the modelling underpinning the Viability statement and report to the Board accordingly. Role of the Committee We fulfilled our responsibilities in this area through the review and discussion of reporting received from management, which covered the following areas: i. overview of the construct of the financial model and base case data underpinning the sensitivity and stress-test scenarios; ii. results of financial modelling, which reflected the crystallisation of those principal risks identified by the Board as having the greatest potential impact on the Group’s viability, both individually and when taken together in a severe but plausible stress-test scenario;		iii.  extent of mitigating actions included in the financial modelling, relative to the population of such actions that had been identified as within the control of management and the Board; and iv.  banking covenant calculations and assessment of facility headroom in each of the downside and stress-test scenarios. Notwithstanding the opportunities that climate change presents to the business, we noted the specific consideration of climate change downside risks in the Group’s viability modelling. The Committee also received confirmation from PwC that they considered management’s assessment of the Group’s longer- term viability was consistent with the financial statements and their knowledge and understanding of the Group. Conclusion The successful completion of this work has been reported to the Board. The Group’s Viability statement is reported on pages 85 to 86.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	127

Directors’ remuneration report

The Committee's focus

this year has been on

implementing our Directors'

Remuneration Policy, which

was approved at the

2025 AGM.

Penny Freer

Chair of the Remuneration Committee

Remuneration Committee

members and meeting

attendance

Members	Attendance
Penny Freer (Chair)	4/4
Nick Anderson	4/4
Dame Nicola Brewer	4/4
Ben Magara	4/4

Dear shareholder,

I am pleased to introduce our Directors’

Remuneration report for the year ended

31 December 2025. I would like to begin

by thanking shareholders for their

strong support of our new Directors'

Remuneration Policy and the Directors'

Remuneration report at the 2025 AGM.

2025 highlights

– Received approval for the Directors'

Remuneration Policy at the 2025 AGM,

along with strong shareholder support

for the proposed implementation of

the policy during the next financial

year.

– Continued engagement with wider

workforce remuneration activities.

– Reviewed the impact of the CEO's

relocation on his remuneration.

– Reviewed the approach to the ESG

underpin for the Restricted Share

Awards to be granted in 2026.

– Ensuring compliance with the revised

UK Corporate Governance Code,

which applies to Weir for the 2025

financial year.

– Consideration of emergent market

practice and executive remuneration

policy guidance.

Areas of focus 2026

– Ongoing implementation of the 2025

Directors' Remuneration Policy and

ensuring that it continues to support

our strategy and the creation of   

long-term shareholder value.

– Continued simplification of the

strategic and ESG measures, which are

aligned to our We are Weir framework

and form part of the annual bonus.

– Continued oversight of wider

workforce fair reward themes,

particularly in relation to global pay

transparency, including readiness for

the EU Pay Transparency Directive.

Role of the Committee

The Remuneration Committee is

responsible for determining the

remuneration policy for the Chair of the

Company, the Executive Directors and

the members of the Group Executive.

The Directors’ Remuneration Policy is

designed to reflect best practice, align

with our purpose and values, incentivise

performance and delivery of strategy,

and attract and retain senior talent in a

competitive labour market. The

Committee actively listens to

stakeholders in its decision-making

process, including the voice of

employees and our shareholders. It also

considers wider all-employee

remuneration items, such as pay equity

and fairness, employee benefit changes

and employee share plan design.

è Read more:

The full responsibilities of the

Remuneration Committee are set out

in its Terms of Reference, which are

reviewed annually and available at:

global.weir/investors/corporate-

governance/board-committees

Performance context

We have delivered strong performance

in 2025. Adjusted profit before tax is

£447m, an increase of £19m from

£428m in the prior year, after a foreign

currency translation headwind of £22m.

Adjusted operating margin of 20.2% is

140bps ahead of 2024 on an as

reported basis and 150bps on a

constant currency basis. Free operating

cash conversion, which measures the

Group's efficiency at generating cash

from its operating profits, had an

outcome in 2025 of 92%, which is within

our target range of 90% and 100%. You

can read more about our financial

performance in the Financial review on

pages 47 to 51.

We continue to make good progress

against our strategic initiatives, which

are aligned to our We are Weir

framework.

– Our employee engagement score

placed us in the top decile of the

manufacturing benchmark group.

– We have continued the strong

execution in our Performance

Excellence programme, with

cumulative savings ahead of plan.

– Our focus on sustainability and

transition to net zero has seen us

further reduce our own CO2e as well

as enabling our customers to reduce

their emissions through use of our

technologies.

– We exceeded our revenue targets in

2025 from both new products and

digital products.

More details on progress against our

strategic initiatives and delivery in 2025

against targets can be found on pages

139 to 142.

Reflecting the continued high levels of

confidence in our strategy and future

prospects, the Board is recommending

a final dividend of 22.1p per share,

resulting in a total dividend of 41.7p for

the year.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	128

Directors’ remuneration report

continued

2025 outcomes

The remuneration outcomes for the

Executive Directors during 2025 reflect

another year of strong business

performance. The Remuneration Policy

operated as intended and in reviewing

the formulaic remuneration outcomes,

the Committee also took into account

the wider stakeholder experience.

2025 annual bonus outcome

There was no change to our bonus

framework for 2025. Of the bonus, 60%

was based on financial measures, being

Group PBTA (40% weighting) and cash

conversion (20% weighting). The

remaining 40% was based on

non-financial elements, being strategic

measures and ESG measures (20%

weighting each), directly aligned to our

We are Weir strategic framework.

For 2025, the formulaic outcome was a

bonus of 66.1% of maximum opportunity

for the CEO and CFO, being 132.2% of

salary for the CEO and 99.1% of salary for

the CFO.

In line with the Directors' Remuneration

Policy, as the value of each of the CEO

and CFO's shareholdings at

31 December 2025 exceeded their

respective shareholding guideline of

400% and 300% of salary by more than

25%, the 2025 annual bonus will be

delivered fully in cash following year

end.

Full details of achievement against targets,

including the current shareholding levels

of the CEO and CFO, are provided on page

138 and reflect the strong progress we

have made in the year as outlined earlier

in my letter.

Restricted share awards vesting

in 2026

The Committee assessed the underpins

for the restricted share awards due to

vest in 2026 and determined that these

underpins have been met. This

comprises the final 25% tranche of the

2021 restricted share award, which will

vest in April 2026, as well as the full 2023

restricted share award, which will also

vest in April 2026. The shares from both

of these awards are subject to a further

two-year holding period following

vesting.

CEO remuneration

With effect from 1 October 2025, the

CEO relocated from the UK to the US for

personal reasons. The Committee,

therefore, considered the impact of this

relocation on the CEO's remuneration

arrangements. The Committee was

guided in its decisions by two key

principles; firstly, the CEO should not be

materially better or worse off from a

remuneration perspective as a result of

the relocation; secondly, the CEO should

be treated in broadly the same way as

other employees who elect to move

between countries.

The key points from a remuneration

perspective are:

– the CEO's base salary and car

allowance have been translated from

their GBP amounts to a USD equivalent

based on the three-month average

exchange rate to 31 August 2025 of

£1:$1.35. A three-month average rate

to 31 August 2025 was used given the

remuneration arrangements were

finalised in September 2025 ahead of

the CEO's move on 1 October 2025.

This gives rise to a base salary of

$1,158,000 and a car allowance of

$23,000 effective from 1 October

2025;

– going forward, the CEO's base salary

will be reviewed with reference to the

wider workforce salary budget for the

US workforce. In recent years, the US

workforce increase has been similar to

the UK workforce;

– benefits have been aligned with

Weir's practice for senior executives

in the US;

– the CEO continues to be eligible to

receive pension provisions of 12% of

salary per annum, which remains

aligned with the rate available to the

wider UK workforce. From 1 October

2025, this equates to a cash allowance

of $138,960 per annum in lieu of the

CEO's participation in a company

pension scheme; and

– the annual bonus and restricted share

award opportunities remain

unchanged at 200% and 125% of

salary respectively. 

The Committee does not envisage any

further material changes to the CEO's

remuneration arrangements as a result

of the move.

2026 decisions

Salaries

With effect from April 2026, the CEO's

base salary will increase by 3% to

$1,193,000 in line with the increase for

the wider workforce in the US. The CFO's

salary will be increased by 3% to

£534,000, in line with the increase for the

wider workforce in the UK.

Pension contributions

Executive Directors will continue to

receive a pension provision of 12% of

salary, in line with the rate available to

the wider UK workforce.

Annual bonus

The maximum annual bonus

opportunity will continue to be 200% of

salary for the CEO and 150% of salary for

the CFO. Where the shareholding

guideline has been exceeded by 25% or

more, any amounts will be paid in cash

after the end of the performance year.

Where that is not the case, 70% will be

paid in cash after the end of the

performance year, with 30% deferred

into shares for three years.

There is no proposed change to the

bonus measures and weightings for

2026, which continue to be aligned to

our reward principles and the delivery of

our We are Weir strategy:

– 40% PBTA;

– 20% cash conversion;

– 20% strategic measures; and

– 20% ESG measures.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	129

Directors’ remuneration report

continued

The 2026 strategic measures will

continue to focus on our long-term

goals in areas such as innovation and

technology and will also include

ongoing measurement of progress

against our Performance Excellence

programme. The ESG measures will

continue to focus on key people

priorities, such as safety and diversity as

well as reducing both our own, and our

customers', environmental impacts. Both

the strategic measures and ESG

measures are captured within a

balanced scorecard, which is well

embedded within the business and is

used to monitor and manage

performance throughout the

organisation. The targets for 2026 will be

fully disclosed in next year’s report,

although where the information is not

deemed to be commercially sensitive,

the Committee has provided

prospective disclosure of 2026 targets in

this year’s report. The Committee

continues to place strong emphasis on

developing the strategic measures to

focus on output based metrics and,

where possible, to ensure that results

can be benchmarked externally.

Restricted share awards

The restricted shares award will

continue to be 125% of salary for the

CEO and 100% of salary for the CFO.

Restricted share awards will be granted

in April 2026 and vest in April 2029

subject to meeting the performance

underpins. Vested awards will be

subject to a further two-year holding

period. Awards will continue to be

subject to four underpins related to:

(i) balance sheet health; (ii) investor

returns; (iii) ESG; and (iv) corporate

governance.

For 2026 awards, the Committee has 

re-articulated our approach to the ESG

underpin such that the underpin will be

based on the Committee's assessment

of whether Weir has maintained its

strategic climate leadership position.

When reviewing performance, the

Committee will consider a framework of

factors related to strategy, disclosure,

risk management and governance. In

prior years, the underpin has been

linked to Weir being awarded a B listing

or better by CDP. However, the

Committee wanted a greater

understanding and line of sight to how

climate leadership performance is

assessed given its importance to our

remuneration approach. As such, a new

framework has been developed, which

is intended to reflect the factors that

leading climate rating agencies

consider as part of their assessment.

The Committee is confident that our

approach going forward is robust and

no less onerous than the approach that

applied historically.

The Committee continues to believe

that the restricted shares structure

remains aligned to our strategy and

ensures strong focus on the creation of

long-term value for our end-market

customers and shareholders. It has

served Weir well since its

implementation in 2018, supporting

strategic delivery by focusing on   

long-term value creation, as well as

having a positive impact on

engagement, motivation and retention.

Summary

The Committee has considered the

provisions of the UK Corporate

Governance Code relating to Directors'

remuneration and considers that the

policy and practices set out in this

report are consistent with its principles.

This year, the Committee has again

sought to take a simple and responsible

approach to executive pay, and

decisions in the year have been made

taking into account the experience of

our employees, shareholders and key

stakeholders in the period.

The Committee consulted extensively

with shareholders during last year's

Directors' Remuneration Policy review to

hear their views. We are committed to

ongoing dialogue and will seek input

from shareholders when considering

any further changes.

On behalf of the Remuneration

Committee, I look forward to receiving

your support for this year's Directors'

Remuneration report at the 2026 AGM.

Penny Freer

Chair of the Remuneration Committee

3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	130

Inclusive reward: Celebrating our people and our values

Weir is committed to

recognising and rewarding all

employees in a way that is

fair, inclusive, and aligned

with our values.

Our approach to reward

– Designed to support our people,

encourage collaboration and drive

sustainable growth.

– We celebrate achievements that 

deliver outstanding results, ensuring

every contribution is valued.

– Our programmes support attraction

and retention, making Weir an

employer of choice.

– We are committed to providing clear

and accessible information on pay,

supporting equal opportunities for all

employees, and proactively

addressing any gender or diversity

pay gaps.

– Our reward programmes are regularly

reviewed to ensure they remain fair,

equitable, and responsive to the

needs of our diverse workforce.

Weir Values Awards

Introduced in early 2025, the Weir Value

Awards recognise individuals and teams

who exemplify our values, including

safety, customer focus, sustainability,

and collaboration. Our inclusive reward

programmes are designed to ensure

that every contribution is recognised.

We use a variety of mechanisms - from

formal awards and incentive schemes

to peer-to-peer recognition and local

celebrations - to ensure that recognition

is accessible and meaningful for all.

Global living wage employer

certification

In 2025, we achieved recertification as a

Living Wage Employer from the Fair

Wage Network, affirming our

commitment to fair and socially

responsible remuneration practices

globally. We will continue to review and

enhance our reward programmes to

maintain this standard, with re-

certification assessments scheduled for

2027 and every two years thereafter.

Employee benefits

and wellbeing

We support the wellbeing of our

colleagues through a diverse range of

resources, including a newly expanded

Global Employee Assistance Program

implemented in 2025, now available in

all countries where we operate. Our

benefits are designed to help

colleagues thrive both at work and in

life, providing support for physical and

mental wellbeing. Recent employee

benefit improvements in various of our

markets include new or enhanced risk

cover, expanded medical networks,

increased reimbursement levels, and

harmonised plans across regions. These

changes reflect our commitment to

improving the employee experience

worldwide.

Operating pay equity

and fairness

In addition to our partnership with the

Fair Wage Network, we have

strengthened our global compliance

framework to ensure ongoing

monitoring and adherence to all current

and emerging pay reporting

requirements. This includes maintaining

a comprehensive statutory reporting

register across all jurisdictions, as well as

conducting regular audits. We actively

track legislative developments

worldwide, including gender pay gap

reporting obligations.

In preparation for the EU Pay

Transparency Directive, we have

undertaken a comprehensive review of

our pay structures and reporting

processes across our European

operations. This ensures that our

remuneration practices are transparent,

equitable, and compliant with evolving

regulatory requirements. We are

committed to providing clear and

accessible information on pay,

supporting equal opportunities for all

employees, and proactively addressing

any gender or diversity pay gaps. Our

readiness for EU Pay Transparency

reflects our broader commitment to

fairness, inclusion, and responsible

business practice.

Listening to the voice

of the employee

We continue to include a specific reward

and recognition question in our global

employee engagement survey and we

were delighted in 2025 to achieve an

improved response, which placed us in

the top quartile of the manufacturing

sector for this particular metric.

In addition to the insight received from

the annual employee engagement

survey, we continue to provide

employees with other opportunities to

provide feedback, including through our

'Tell the Board' sessions or the global

town halls, which are hosted by the

Group Executive. While the Committee

does not directly consult with

employees in relation to the

Remuneration Policy for Executive

Directors, channels including the

employee engagement survey and 'Tell

the Board' give employees the

opportunity to provide feedback on any

topics that interest or concern them.

Empowering employees

through ownership

At Weir, we believe that sharing success

is fundamental to building an inclusive

and high-performing culture. Our global

all-employee free shares plan,

ShareBuilder, is designed to give every

eligible employee the opportunity to

become a shareholder in Weir,

regardless of role or location.

Through ShareBuilder, all employees

receive free shares in Weir, reinforcing

our commitment to fairness, equity, and

long-term value creation. By enabling

our people to share directly in Weir’s

growth and achievements, we foster a

sense of ownership, engagement, and

alignment with our strategic goals. It

ensures that every employee can

participate in Weir’s ongoing success

and benefit from the value they help

create.

In 2025, ShareBuilder continued to

strengthen our culture of ownership and

shared achievement, with approximately

1,400 employees receiving an award for

the first time in 2025.

As we look to the future, Weir remains

committed to evolving our reward

practices to reflect the diverse talents

and perspectives of our workforce,

supporting a culture of excellence,

belonging, and shared success.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	131

Remuneration at a glance

	Directors’ Remuneration Policy Our objective is to appropriately reward the continuous improvement of our value-drivers and the delivery of sustained value over time.
		Element		Performance year		Year 1	Year 2	Year 3	Year 4	Year 5
		Fixed pay		Consists of salary, pension and benefits
		Annual bonus		Consists of financial component plus element based on objectives aligned to the strategic We are Weir framework Maximum: 200% (CEO) and 150% (CFO) of salary		30% deferred for three years. Where shareholding guidelines are exceeded by 25%, no annual bonus deferral is required
		Restricted share awards		Encourages substantial long-term share ownership and value creation. Award size: 125% (CEO) and 100% (CFO) of salary		Shares vest three years from grant, subject to underpin			Further two- year holding period after vest

	2025 CEO single total figure of remuneration
						2024	2025
			Fixed pay	£955,750	£1,031,248
			Annual bonus	£1,064,190	£1,133,584
			Restricted shares	£1,290,209	£2,112,713
	In 2024, the restricted shares value comprises the fourth and final 25% tranche of the 2019 award vesting, the third 25% tranche of the 2020 award vesting and the first 50% tranche of the 2021 award vesting. The 2025 restricted shares value comprises the fourth and final 25% tranche of the 2020 award vesting, the next 25% tranche of the 2021 award vesting and the full 2022 award vesting. The vesting value from the 2020 award in the 2024 and 2025 single figures incorporate the discretionary 10% reductions applied by the Remuneration Committee in view of ‘windfall gains’, and as disclosed in the 2023 and 2024 Directors’ Remuneration reports.

933

%

	2025 annual bonus outcome Further details, including information on the performance assessment of the strategic measures and ESG measures are set out on pages 138 to 142.
	Executive Directors’ shareholding
	Shareholdings include interests in unvested restricted share awards, which are not subject to performance measures.

2025

£4,277,545

2024

£3,310,149

	Shareholding requirement (% of salary)
	Shareholding (% of salary)

1

2

2

1

CEO

CFO

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	132

Directors’ Remuneration Policy and 2026 implementation

The table below sets out a summary of our Remuneration Policy for Executive and Non-Executive Directors, as approved by shareholders at the AGM on 24 April 2025, as well

as its proposed implementation for 2026. The full Directors' Remuneration Policy is available at: global.weir/siteassets/pdfs/investors/board-committees/2025/weir-

directors-remuneration-policy-2025.

	Element and summary of policy		2026 implementation
Fixed
Salary	Salaries are reviewed annually, with increases normally taking effect on 1 April. Salaries are set by reference to market practice for similar roles in companies of a similar size and complexity.		CEO – US$1,193,000 CFO – £534,000 CEO's base salary will increase by 3% with effect from 1 April 2026 aligned with the average increase for the US workforce. CFO's base salary will increase by 3% with effect from 1 April 2026 aligned with the average increase for the UK workforce.
Pension	Executive Director contribution rates are aligned to the maximum contribution rate for the wider UK workforce, which is 12%.		No change for 2026. Executive Directors will continue to receive a pension provision of 12% of salary.
Benefits	Benefits include, but are not limited to, car allowance, healthcare and life assurance.		Benefits for the CEO have been aligned with Weir's practice for senior executives in the US. No change in benefit for the CFO.
Variable
Annual bonus	Maximum opportunity: CEO 200% of base salary; and CFO 150% of base salary. 30% deferred into shares for three years, unless shareholding guideline has been satisfied by 25% or more, in which case no annual bonus deferral is required. Financial measures will normally be used to calculate at least 50% of the award, with the remainder being based on strategic, ESG and/or personal objectives. Awards are subject to malus and clawback provisions.		No change in annual bonus opportunity for 2026. No change to measures and weightings for 2026, which will continue to be: – 40% PBTA (defined as profit before tax and adjusting items from continuing operations); – 20% Cash conversion (defined as free operating cash flow as a percentage of adjusted operating profit); – 20% Strategic measures; and – 20% ESG measures. Given their overall commercial sensitivity, underlying targets across the financial measures will be disclosed in next year’s report provided they are no longer commercially sensitive at that point. Set out on the following page are details of the target priorities for 2026 for both the strategic measures and the ESG measures. Where not commercially sensitive to do so, we have provided prospective disclosure of the 2026 underlying targets for these. The results of performance against the targets for all strategic measures and ESG measures will be disclosed in next year's report.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	133

Directors’ Remuneration Policy and 2026 implementation

continued

Strategic and ESG annual bonus measures 2026

Strategic measures:		Target performance:
Employee engagement score.		Maintain position in top decile of Peakon's manufacturing benchmark.
Future-ready workforce.		Deliver AI upskilling training for priority audiences.
ESG measures:		Target performance:
Safety Total Incident Rate (TIR).		Improve our TIR to 0.40.
Employee diversity.		Improve our female gender diversity across all job bands to 20.65%.

Strategic measures:		Target performance:
Execution of top growth initiatives.		Minerals – £m orders.1 ESCO – US$m orders.1 Software Solutions – AU$m annual recurring revenue.1
One Weir' strategic customer partnering.		Specific roadmap milestones.1
ESG measures:		Target performance:
Customer Avoided Emissions.		Tonnes CO2e.1
Water intensity of tailings flowsheet.		Specific roadmap milestones.1

Strategic measures:		Target performance:
Lean performance.		Minerals – process management scores.1 ESCO – productivity targets.1
Agile and efficient operations.		Performance excellence savings achieved in relation to approved value case.1
ESG measures:		Target performance:
Reduce scope 1 and 2 CO2e vs 2019 baseline aligned to SBTi.		SBTi-aligned absolute reduction.1

Strategic measures:		Target performance:
Revenue from new products.		Minerals – £m orders.1 ESCO – US$m orders. 1
Building leading software solutions.		Number of key product installs/unique users. 1
ESG measures:		Target performance:
Transformational solutions.		Specific milestones for Enterprise Technology Roadmap (ETR) themes:1 – use less energy and use water wisely; and – move less rock and create less waste.

Note

1. Specific targets will be included in the 2026 Annual Report.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	134

Directors’ Remuneration Policy and 2026 implementation

continued

	Element and summary of policy		2026 implementation
Variable continued
Restricted share awards	Maximum award size: CEO 125% of base salary; and CFO 100% of base salary. Awards subject to a three-year vesting period and subsequent two-year holding period. Vesting subject to the underpin. If any of the thresholds have not been met, it would trigger the Committee to consider whether a discretionary reduction was required. Awards are subject to malus and clawback provisions.		No change to the award size or vesting schedule for 2026. For 2026 awards, the approach to the ESG underpin has been re-articulated such that the underpin will be based on the Committee's assessment of whether Weir has maintained its strategic climate leadership position. No change to the other underpins: Balance sheet health Breaching covenants – no breach of debt covenant or re-negotiation of covenant terms outside of a normal refinancing cycle. Investor returns Return on Capital Employed (ROCE) – maintain average ROCE over the vesting period above the average Weighted Average Cost of Capital for that period. Environmental, social and governance (ESG) Maintenance of strategic climate leadership position – based on the Committee's assessment of a framework of factors related to strategy, disclosure, risk management and governance. Corporate governance Major governance failure – no material failure in governance or an illegal act resulting in significant reputational damage and/or material financial loss to the Group.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	135

Directors’ Remuneration Policy and 2026 implementation

continued

	Element and summary of policy		2026 implementation
Other
Shareholding guidelines	– CEO 400% of base salary; and – CFO 300% of base salary. Shareholding guidelines continue after an individual steps down from the Board. The requirement falls to half the normal level on stepping down from the Board and then tapers down to zero after two years.		No change for 2026.
All-employee share plans	Executive Directors may be entitled to participate in all-employee share plans on the same basis as all other employees.		No change for 2026.
Chair and Non-Executive Director (NED) fees	Fees reflect responsibilities and time commitments for the role. Planned increases in fees will take into account general increases for the wider workforce, along with market practice.		Chair and NED fees will increase by 3% effective 1 April 2026, aligned to the average increase for the UK workforce. – Chair’s fee – £388,000 – NED base fee – £77,800 – Chair of Committee fee – £20,600 – Senior Independent Director fee – £20,600 – Employee Engagement Director fee – £20,600

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	136

Directors’ Remuneration Policy and 2026 implementation

continued

Service agreements and letters of appointment

The following table sets out the dates of the Executive Directors' service agreements,

the dates of the Non-Executive Directors' letters of appointment and the date on

which the Non-Executive Director is subject to re-election. Directors are required to

retire at each Annual General Meeting and seek re-election by shareholders.

Executive Director	Service agreement commencement date	Unexpired term (months)
Jon Stanton	28 July 2016	12
Brian Puffer	1 March 2024	12
Non-Executive Director	Date of appointment	Date when next subject to election/re-election
Barbara Jeremiah	1 August 2017	30 April 2026
Andy Agg	27 February 2024	30 April 2026
Nick Anderson	15 May 2024	30 April 2026
Dame Nicola Brewer	21 July 2022	30 April 2026
Penny Freer	23 October 2023	30 April 2026
Tracey Kerr	21 July 2022	30 April 2026
Ben Magara	19 January 2021	30 April 2026

Malus and clawback

Malus and clawback provisions apply to annual bonus and restricted share awards.

For annual bonus awards, these apply for three years from the payment of the cash

element of the annual bonus award and three years from the award of the deferred

bonus shares. For restricted share awards, these apply for three years from vesting.

The Committee believes these periods are best suited to the organisation,

ensure our incentive arrangements do not encourage inappropriate risk taking

and are aligned to wider market practice. Malus and clawback may be applied in

the event of:

– the discovery of a material misstatement in the audited consolidated Annual

Report and Financial Statements of the Company or the audited Annual Report

and Financial Statements of any Group Company;

– in the reasonable opinion of the Board any action or conduct of an individual

(alone or with others) amounts to gross misconduct;

– any event or the behaviour of an individual has, in the opinion of the Board, a

significant detrimental impact on the reputation of any Group Company provided

that the Board is satisfied that the relevant individual was (alone or with others)

responsible for the reputational damage and that the reputational damage is

attributable to the individual (alone or with others);

– the information that is relied upon to determine the number of shares over which

an award was granted (or vested) is found to be materially incorrect, mistaken or

misrepresented to the advantage of the individual; and

– a material corporate failure in any Group Company or a relevant business unit.

In line with the new UK Corporate Governance Code requirements, the Committee

also confirms that there was no application of malus and clawback provisions in the

reporting period.

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Directors’ remuneration report

continued

Single total figure of remuneration for Executive Directors

(audited)

This section sets out how the Remuneration Policy was applied for the year ended

31 December 2025.

	Executive Director Jon Stanton		Executive Director Brian Puffer
	2025 (£)	2024 (£)	2025 (£)	2024 (£)
Base salary1	850,750	821,000	513,500	416,667
Benefits2	78,408	36,230	21,102	16,634
Pension3	102,090	98,520	61,620	50,000
Total fixed pay	1,031,248	955,750	596,222	483,301
Annual bonus4	1,133,584	1,064,190	513,417	445,730
Restricted shares5	2,112,713	1,290,209	–	–
Buy-out awards6	–	–	412,086	1,466,253
Total variable pay	3,246,297	2,354,399	925,503	1,911,983
Total pay	4,277,545	3,310,149	1,521,725	2,395,284

Notes to the single total figure of remuneration for the Executive

Directors (audited)

1. Base salary – Jon Stanton's annual salary was £829,000 in the period 1 January 2025 to       

31 March 2025. With effect from 1 April 2025, his salary was increased to £858,000 per

annum. Following his relocation to the US on 1 October 2025, the salary was converted to   

US dollars using a three-month average exchange rate of £1:$1.35, resulting in a salary of

US$1,158,000 per annum. A three-month average rate to 31 August 2025 was used given the

remuneration arrangements were finalised in September 2025 ahead of the CEO's move on

1 October 2025. For the purposes of the single figure table, salary paid in US dollars from 1

October 2025 to 31 December 2025 has been converted back into GBP using the same £1:

$1.35 exchange rate. Total salary for Jon Stanton reflects the aggregation of (i) salary earned

in GBP for the period 1 January 2025 to 30 September 2025; and (ii) salary earned in           

US dollars and converted to GBP for the period 1 October 2025 to 31 December 2025. 

Brian Puffer's annual salary was £500,000 in the period 1 January 2025 to 31 March 2025, and

£518,000 in the period 1 April 2025 to 31 December 2025.

1. Benefits – corresponds to the value of benefits in respect of the year ended 31 December

2025, as set out in the further table on this page. Any benefits received in US dollars have

been converted back into GBP using the £1:$1.35 exchange rate explained in note 1 above.

1. Pension – corresponds to the cash allowance provided to the Executive Directors during the

year ended 31 December 2025. This equates to 12% of salary. The cash allowance paid to

Jon Stanton in US dollars from 1 October 2025 to 31 December 2025 has been converted

back into GBP using the £1:$1.35 exchange rate as explained in note 1 above.

1. Annual bonus – the annual bonus of US$1,530,338 paid to Jon Stanton in respect of 2025 has

been converted back into a value of GBP £1,133,584 using the £1:$1.35 exchange rate as

explained in note 1.

1. The restricted share awards have been valued using the share price at the respective dates

of vesting. For Jon Stanton, the 2025 restricted shares figure comprises the fourth and final

25% of the 2020 award vesting on 8 April 2025 (valued using a share price of £20.22 at the

vesting date), the next 25% of the 2021 award vesting on 8 April 2025 (valued using a share

price of £20.22 at the vesting date) and the full 2022 award vesting on 11 April 2025 (valued

using a share price of £21.83 at the vesting date). The total figure of £2,112,713 includes a

value of £97,162 in respect of dividend equivalents.

The respective vestings in 2024 and 2025 of the third and fourth 25% tranches of the 2020

award incorporates the downward discretion applied by the Remuneration Committee to

reduce the number of shares vesting by 10% for 'windfall gains' as disclosed in the respective

2023 and 2024 Directors' Remuneration reports.

Of the 2025 restricted share value shown for Jon Stanton, £661,175 reflects the share price

appreciation in the period since award. No discretion has been exercised in connection with

share price appreciation.

6.For Brian Puffer, the 2025 buy-out awards figure comprises the restricted share award

granted in 2024, which vested on 31 March 2025, and which was subject to the vesting

performance of a corresponding forfeited award from the former employer. This award

vested at 66.5% of maximum, meaning 16,615 shares vested out of the total 24,985 restricted

shares awarded in 2024. The remaining 8,370 shares lapsed. The value of the vested shares

has been calculated using a share price of £23.02 at the vesting date. The total figure of

£412,086 includes a value of £6,169 in respect of dividend equivalents on the vested

performance award. It also includes a value of £23,449 in respect of dividend equivalents on

those buy-out awards that vested in 2025, which were not subject to a performance

condition, and which were included in the single total figure of remuneration on page 132 of

the 2024 Annual Report. Full details of the buy-out awards granted to the Chief Financial

Officer in 2024 are disclosed on pages 137 to 138 of the 2024 Annual Report.

	Jon Stanton	Brian Puffer
Benefits	2025 (£)	2025 (£)
Car allowance	17,000	13,970
Healthcare and insurance benefits1	22,219	7,132
Travel and subsistence2	39,189	–
Total	78,408	21,102

Notes

1. Healthcare and insurance benefits for Jon Stanton incorporate the value of benefits received

in the UK for the period 1 January 2025 to 30 September 2025 and the value of benefits

received in the US from 1 October 2025 to 31 December 2025.

2.Reflects the travel and subsistence costs for Jon Stanton's business trips to the UK in the

period 1 October 2025 to 31 December 2025 following his relocation to the US. The amount

in the table includes the grossed-up cost of the UK tax to be paid by the Company.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	138

Directors’ remuneration report

continued

2025 annual bonus (audited)

The table below details the performance achieved against the stretching targets set at

the beginning of the year. As a result, a bonus of 66.1% of maximum is payable to the

Executive Directors. Jon Stanton's bonus award is 132.2% of salary as at 31 December

2025, and Brian Puffer's bonus award is 99.1% of salary as at 31 December 2025.

Malus and clawback may be applied in the circumstances set out on page 136.

	Weighting	Entry	Mid-point	Maximum	Achievement	Pay-out (%)
Payout as % of maximum		20%	60%	100%
PBTA1	40%	£435.4m	£470.2m	£507.8m	£473.9m	25.6%
Cash conversion2	20%	88.0%	93.0%	98.0%	92.5%	11.2%
Strategic measures	20%	See pages 139 to 140				17.1%
ESG measures	20%	See pages 141 to 142				12.2%
Total bonus	100%					66.1%

Notes to the 2025 annual bonus (audited) table

1. PBTA is defined as profit before tax and adjusting items. Performance targets and

achievements are based on the November 2024 closing exchange rate, which was used to

produce the 2025 budget.

1. Cash conversion is defined as free operating cash flow as a percentage of adjusted

operating profit. Performance targets and achievements are based on the November 2024

closing exchange rate, which was used to produce the 2025 budget.

Annual bonus deferral

The table below shows the Executive Directors' shareholding position relative to the

threshold which determines whether any deferral applies to the 2025 annual bonus. In

accordance with the Directors' Remuneration Policy, 30% of annual bonus is deferred

into shares for three years, unless the Executive Director's shareholding guideline

has been satisfied by 25% or more, in which case no annual bonus deferral is

required. At 31 December 2025, both the CEO and CFO's shareholding position

satisfied this requirement and, therefore, deferral does not apply to the 2025 annual

bonus. Shareholdings include interests in unvested restricted share awards

calculated on a net of tax basis, and which are not subject to performance

measures.

	Shareholding requirement (% of salary)
	Shareholding requirement +25% (% of salary)
	Shareholding (% of salary)

2

1

1

3

3

2

CEO

CFO

Strategic measures and ESG measures outcomes

The following pages detail the annual bonus achievement on the strategic

measures (pages 139 to 140) and ESG measures (pages 141 to 142) aligned to the

pillars of our We are Weir Framework of People, Customer, Technology and

Performance.

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

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	139

Directors’ remuneration report

continued

Strategic measures (audited)

The next two pages provide the detailed results for the 2025 strategic measures. The per cent bonus contribution for each measure is determined by the result relative

to threshold, target and maximum performance metrics, with the per cent bonus for a result between these points calculated on a straight-line basis.

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
People
Retain our talent.	Voluntary attrition rate of 9.5%.	Voluntary attrition rate of 7.7%.		1.67% out of 1.67%
Succession planning.	15% improvement in total number of roles with appropriate succession planning arrangements made.	15% improvement in total number of roles with appropriate succession planning arrangements made.		1.0% out of 1.67%
Employee engagement.	Maintain our engagement score in top quartile of Peakon's manufacturing benchmark.	Engagement score placing us in the top 10% of Peakon’s manufacturing benchmark.		1.67% out of 1.67%

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Customer
Execution of top growth initiatives.	Minerals: £176m orders.	Minerals: £238m orders.		0.83% out of 0.83%
ESCO: US$52.4m capital bookings.	ESCO: US$43.4m capital bookings.		0.14% out of 0.42%
ESCO: 20 booked conversions/upgrades to mining lip and adapter system.	ESCO: 22 booked conversions/upgrades.		0.28% out of 0.42%
Position Weir as a mining technology solutions partner.	Perception of Weir as a mining technology solutions partner.	Strengthened Weir brand through improved employee affinity, strong thought leadership, social media engagement, external recognition and positive market sentiment.		1.67% out of 1.67%
Refresh key account strategy.	Complete upskilling and business process development to enable deployment of key account strategy.	Delivered foundational activities and achieved four strategic business reviews with key accounts.		1.67% out of 1.67%

Rating key for strategic measures:		Outcome achieved meets or exceeds on-target.		Outcome achieved is between threshold and on-target.		Outcome achieved is below threshold.

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Directors’ remuneration report

continued

Strategic measures continued (audited)

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Technology
Revenue from new products.	£98.4m of revenue from new products.	£136m of revenue from new products.		1.67% out of 1.67%
Boost with digital.	£27.7m of revenue from digital products.	£30.2m of revenue from digital products.		1.67% out of 1.67%
Enterprise Technology Roadmap (ETR) execution process.	Improve Weir Technology Readiness Levels          (WTRL) by 0.7 during 2025 against starting baseline.	The WTRL for the full year was improved by 0.71 against 2025 starting baseline.		1.04% out of 1.67%

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Performance
Lean processes.	Minerals: run-rate efficiencies of £3m.	Minerals: run-rate efficiencies of £16.2m achieved.		0.83% out of 0.83%
ESCO: achieve 35.3 labour hours/ton for North America foundry optimisation.	ESCO: achieved 37 labour hours/ton for North America foundry operations.		0% out of 0.83%
Capacity optimisation.	Minerals: run-rate savings of £20m.	Minerals: run-rate savings of £23.1m.		0.83% out of 0.83%
ESCO: Xuzhou 65 tons per production day.	ESCO: Xuzhou 62.8 tons per production day.		0.50% out of 0.83%1
Functional transformation.	100% of approved value case savings achieved.	Value case savings exceeded.		1.67% out of 1.67%

		Total bonus for strategic measures (rounded sum of the individual bonus contributions in the table above)	17.1% out of 20% maximum

Note

1. Taking into account the impact of tariffs (which were announced after the targets were set) on production at Weir's China Xuzhou facility, the Remuneration Committee has determined that it

was appropriate to award an on-target outcome on this measure to more fairly reflect the levels of performance that were expected had tariffs not come into force. The bonus contribution for

this measure is, therefore, increased from 0.32% to 0.50%.

Rating key for strategic measures:		Outcome achieved meets or exceeds on-target.		Outcome achieved is between threshold and on-target.		Outcome achieved is below threshold.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	141

Directors’ remuneration report

continued

ESG measures (audited)

The next two pages provide the detailed results for the 2025 ESG measures. The per cent bonus contribution for each measure is determined by the result relative to

threshold, target and maximum performance metrics, with the per cent bonus for a result between these points calculated on a straight-line basis.

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
People
Safety Total Incident Rate (TIR).	Improve on our 2024 TIR to 0.385.	TIR outcome of 0.52.		0% out of 2.0%
Improve our diversity.	Increase % of females in job bands 3–5 by 2.5%.	% of females in job bands 3–5 increased by 1.2%.		0% out of 0.67%
Increase % of females in job bands 1–2 by 1.25%.	% of females in job bands 1–2 decreased by 0.1%.		0% out of 0.67%
Improve ethnic diversity across leadership job bands by 2%.	Ethnic diversity across leadership job bands decreased by 0.4%.		0% out of 0.67%
Health and wellbeing.	Improve on our 2024 CCLA corporate mental health benchmark score.	Our 2025 CCLA corporate mental health benchmark score improved on the 2024 result and a Tier 1 ranking was achieved for the first time.		2.0% out of 2.0%

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Customer
Customer Avoided Emissions.	Customer Avoided Emissions of 446.8 kilotonnes CO2e.	Customer Avoided Emissions of 446.2 kilotonnes CO2e.		0.96% out of 2.0%
Customer water optimisation and waste impact.	Develop KPI to report water impact.	Water intensity KPI agreed: cubic metres of water contained per tonne of tailings transport to the tailings storage facility.		2.0% out of 2.0%

Rating key for ESG measures:		Outcome achieved meets or exceeds on-target.		Outcome achieved is between threshold and on-target.		Outcome achieved is below threshold.

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Directors’ remuneration report

continued

ESG measures continued (audited)

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Technology
Progress priority R&D projects.	Move less rock – ESCO: laboratory validated proof-of- concept of a mobile ore monitoring system capability and adaptability for working environment.	ESCO: laboratory validated proof-of-concept of a mobile ore monitoring system demonstrated.		0.40% out of 2.0%
Use less energy – ESCO: six hydraulic payload monitoring units sold.	ESCO: four hydraulic payload monitoring units sold and validation of cable shovel pay load monitoring complete.		0.60% out of 1.0%
Use less energy – Minerals: Weir Stirred Mill concept and design established.	Minerals: Stirred Mill design progressing positively and flowsheets developed.		1.0% out of 1.0%
Use water wisely and create less waste – Mine rals: First inverted cyclone cluster design released for purchase.	Minerals: Tailings separation pilot delivered and waterless end-to-end processing candidate technologies appraisals completed.		1.20% out of 2.0%

Priority for 2025	Outcome required for on-target bonus achievement	Result	Rating	Bonus contribution
Performance
Reduce scope 1 and 2 CO2e vs 2019 base aligned to SBTi.	29% absolute CO2e reduction achieved.	31% absolute CO2e reduction achieved and verified.		2.0% out of 2.0%
ESG data assurance roadmap.	Identify CSRD compliant KPIs for high-priority topics and build into assurance roadmap.	KPI approaches defined for water/waste, responsible supply chain and customer safety. Assurance roadmaps in place.		2.0% out of 2.0%

		Total bonus for ESG measures (rounded sum of the individual bonus contributions in the table above)	12.2% out of 20% maximum

Rating key for ESG measures:		Outcome achieved meets or exceeds on-target.		Outcome achieved is between threshold and on-target.		Outcome achieved is below threshold.

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Directors’ remuneration report

continued

Share scheme interests awarded during 2025 (audited)

The following table sets out awards granted to the Executive Directors in the year ended 31 December 2025.

	Share award	Award basis	Grant date	Face value of award	Number of shares granted
Jon Stanton	Restricted Share (Conditional)1	125% salary	10 April 2025	£1,072,500	53,287
Bonus (Deferred)2	30% bonus	10 April 2025	£319,250	15,862
Brian Puffer	Restricted Share (Conditional)1	100% salary	10 April 2025	£518,000	25,737
Bonus (Deferred)2	30% bonus	10 April 2025	£133,702	6,643

Notes

1. There are no performance conditions associated with the restricted share awards. Awards will vest at the end of a three-year period and an additional two-year holding period will also apply,

such that vested shares are released five years from grant. The face value of the restricted share award is based on the average of the closing price for the three days prior to the date of grant,

being £20.1267.

1. There are no performance conditions associated with the deferred bonus share awards. Awards will vest at the end of a three-year deferral period. The face value of the deferred bonus share

award is based on the average of the closing price for the three days prior to the date of grant, being £20.1267.

As there are no performance conditions attached to the 2025 restricted share awards, there can be no threshold or maximum outcomes. Vesting is subject to continued

employment and assessment of the underpin at the date of vesting in April 2028. Prior to vesting, if any of the thresholds set out below have not been met, it would trigger

the Committee to consider whether a discretionary reduction was required.

Balance sheet health	Breaching covenants. No breach of debt covenant or renegotiation of covenant terms outside a normal refinancing cycle.
Investor returns	Return on Capital Employed (ROCE). Maintain average ROCE over the vesting period above the average Weighted Average Cost of Capital for that period.
Environmental, Social and Governance (ESG)	Sustainability roadmap progress. Awarded a B listing or better by CDP through the vesting period in recognition of climate change contribution.
Corporate governance	Major governance failure. No material failure in governance or an illegal act resulting in significant reputational damage and/or material financial loss to the Group.

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Directors’ remuneration report

continued

Single total figure of remuneration for Chair and Non-Executive Directors (audited)

	Basic Fee (£)		Senior Independent Director/ Employee Engagement Non- Executive Director/ Committee Chair Fee (£)		Taxable Benefits1(£)		Total Fees (£)
	2025	2024	2025	2024	2025	2024	2025	2024
Barbara Jeremiah	373,750	360,500	–	–	21,727	15,864	395,477	376,364
Andy Agg	74,850	61,325	19,750	7,917	5,830	8,655	100,430	77,897
Nick Anderson	74,850	46,170	–	–	4,024	4,722	78,874	50,892
Dame Nicola Brewer	74,850	72,200	18,825	16,326	5,395	5,445	99,070	93,971
Penny Freer	74,850	72,200	19,750	18,825	6,461	5,949	101,061	96,974
Tracey Kerr	74,850	72,200	19,750	19,599	3,580	3,696	98,180	95,495
Ben Magara	74,850	72,200	19,750	12,959	18,534	21,604	113,134	106,763

Note

1.Taxable benefits includes travel and accommodation to attend Board meetings. The amounts in the table include the grossed-up cost of the UK tax to be paid by the Company on behalf of

the Directors.

Payments for loss of office (audited)

There were no payments made to Directors for loss of office.

Payments to past Directors (audited)

No payments were made to past Directors.

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Directors’ remuneration report

continued

Statement of Directors’ shareholdings and share interests (audited)

	As at 31 December 2025
	Shares owned outright	Scheme Interests
		Unvested restricted share awards with underpin and no performance conditions	Unvested recruitment buy-out restricted share awards with no performance conditions1	Unvested recruitment buy-out restricted share awards with performance conditions 2	Unvested deferred bonus share awards with no performance conditions	Shares owned outright (% of salary) 3	Shares owned outright plus scheme interests (% of salary) 4	Shareholding requirement (% of salary)	Shareholding requirement (% of salary) in which case no annual bonus deferral is required
Jon Stanton	280,072	168,508	–	–	45,724	925%	1,315%	400%	500%
Brian Puffer	42,461	50,111	18,804	20,383	6,643	233%	453%	300%	375%
Barbara Jeremiah	9,750	–	–	–	–	–	–	–	–
Andy Agg	–	–	–	–	–	–	–	–	–
Nick Anderson	3,100	–	–	–	–	–	–	–	–
Dame Nicola Brewer	500	–	–	–	–	–	–	–	–
Penny Freer	–	–	–	–	–	–	–	–	–
Tracey Kerr	–	–	–	–	–	–	–	–	–
Ben Magara	–	–	–	–	–	–	–	–	–

Notes

1. Buy-out restricted share awards granted to Brian Puffer, which are not subject to performance conditions, as detailed on pages 137 to 138 of the 2024 Annual Report.

2. Buy-out restricted share awards granted to Brian Puffer, which are subject to performance conditions, as detailed on pages 137 to138. of the 2024 Annual Report.

3. The share price of £28.46 on 31 December 2025 has been used to calculate the value of shares owned outright as a percentage of the salary in payment on 31 December 2025. For Jon

Stanton, the 31 December 2025 exchange rate of £1:$1.34 has been used to perform the calculation relative to his 31 December 2025 salary of US$1,158,000.

1. The share price of £28.46 on 31 December 2025 has been used to calculate the value of shares owned outright and scheme interests as a percentage of salary in payment on 31 December

2025. For Jon Stanton, the 31 December 2025 exchange rate of £1:$1.34 has been used to perform the calculation relative to his 31 December 2025 salary of US$1,158,000. The value of scheme

interests is included in the percentage assessment against the shareholding requirement where there are no performance conditions attached to the unvested awards. This also applies to the

bonus deferral percentage requirement assessment. The 20,383 shares awarded to Brian Puffer, which are subject to performance conditions (see note 2 above and further detail on pages

137 to138 of the 2024 Annual Report) are, therefore, excluded from the calculation. The value of unvested scheme interests included in the calculation are on an estimated net-of-tax basis.

There have been no changes in the interests of each Director between 31 December 2025 and the date of this report.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	146

Directors’ remuneration report

continued

Gender pay

For 2025, our mean gender pay gap has remained broadly consistent as being in

favour of females when compared to 2024, changing from -11% to -14%. Our

median gender pay gap in favour of females has changed from -30% to -41%. While

our outcomes show we are generally well positioned on gender pay, we recognise

that this is largely due to the high number of males who are working in lower paid

production and field roles.

We continue to take action and set targets to appoint more females across our

workforce, albeit noting that our female gender pay percentages can be influenced

significantly by only small changes in the female workforce. Nevertheless, good

progress continues to be made in the number of females in the higher pay

quartiles, with a further increase from 38% in 2024 to 43% in 2025 of females in the

upper pay quartile and an increase from 29% in 2024 to 30% in 2025 of females in

the upper middle pay quartile.

The median gender bonus gap for 2024 is -7,177% in favour of females due to the

payment of a £100 Christmas bonus in 2024, the recipients of which were generally

in production and field roles undertaken by males, whereas the female recipients of

the bonus were predominantly in corporate roles and participants in the Company

bonus plan.

A copy of the full Gender Pay report can be found on our website global.weir/

investors/gender-pay/.

The requirements and our outcomes

The UK Government’s Gender Pay Gap Regulation requires legal entities with 250 or

more employees to publish details of their gender pay and bonus gap. In Weir, there

is one employing entity required to publish this data, but we have taken the

opportunity to publish the consolidated data for our UK employees as this is more

representative of our UK organisation.

Gender pay and equal pay

The gender pay gap is different from equal pay, which relates to men and women

being paid the same for similar roles or work of equal value. Our pay policies are

designed to ensure equal pay for equal jobs and we have processes in place to

ensure pay levels are reviewed consistently.

The following provides an overview of the position on the latest snapshot date of

5 April 2025.

Mean and median pay and bonus gap

	Mean	Median
Gender pay gap	-14%	-41%
Gender bonus gap	-40%	-7,177%

Proportion of males and females receiving a bonus

Male	95%
Female	89%

Proportion of males and females in each pay quartile band

	Male	Female
Upper	57%	43%
Upper middle	70%	30%
Lower middle	84%	16%
Lower	83%	17%

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Directors’ remuneration report

continued

CEO pay ratio

The table below shows the 2025 CEO pay ratio for our UK employees at the 25th,

50th (median) and 75th percentiles. In line with recent years, the ratio has been

calculated using Option A of the regulations, primarily because this is considered to

be the most robust approach and preferred by shareholders.

The median pay ratio in 2025 is broadly similar to the position in 2024.

We are satisfied that the median pay ratio is consistent with the pay, reward and

progression policies for our UK employees.

Financial year	Calculation method	25th percentile pay ratio	Median pay ratio	75th percentile pay ratio
2025	Option A	102:1	60:1	37:1
2024	Option A	80:1	61:1	39:1
2023	Option A	69:1	57:1	39:1
2022	Option A	67:1	53:1	39:1
2021	Option A	53:1	42:1	30:1
2020	Option A	27:1	22:1	17:1
2019	Option A	56:1	44:1	34:1

	Jon Stanton	25th percentile	Median	75th percentile
Total pay	£4,277,545	£41,929	£71,669	£116,276
Base salary	£850,750	£36,245	£57,053	£89,944

Notes

Total pay for the percentile employees includes the following pay elements: base salary,

annual bonus, restricted shares, ShareBuilder, annual leave adjustment, shift premium and

allowance, sick pay, overtime pay, first aid allowance, living allowances, employer pension

contribution and the provision of private medical and life assurance.

We have uprated pay for part-time employees and new joiners accordingly to calculate     

full-time equivalent total pay. For employees other than the CEO, annual bonuses considered

for the purposes of the calculation are those which are paid in the financial year, as broader

bonuses related to 2025 performance have not yet been determined.

We offer competitive and fair rates of pay across the organisation, and employees are eligible

to participate in our global all employee share plan, Weir ShareBuilder.

TSR Performance

The graph below shows Weir’s TSR performance against the performance of

the FTSE 350 over the ten-year period to 31 December 2025. The FTSE 350 was

chosen because it is a broad equity index of which Weir is a constituent.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	148

Directors’ remuneration report

continued

Change in Chief Executive’s remuneration over ten years

The table below shows the total remuneration over the period 1 January 2016 to 31 December 2025, as well as outcomes under the annual bonus and long-term incentive

plans.

Single total figure £000	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Jon Stanton	2811	1,441	2,400	1,434	897	1,768	2,512	2,774	3,310	4,278
Keith Cochrane	1,0122	–	–	–	–	–	–	–	–	–

Annual bonus (% of maximum)	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Jon Stanton	38%	70%	62%	38%	0%3	52%	83%	86%	86%	66%
Keith Cochrane	40%	–	–	–	–	–	–	–	–	–

Long-term incentive (% of maximum)4	2016	2017	2018	2019	2020	20215	20226	20236	20247	20258
Jon Stanton	–	–	75%	45%	100%	93%	92%	92%	96%	97%
Keith Cochrane	–	–	–	–	–	–	–	–	–	–

Notes

1. Relates to the period Jon Stanton was CEO from 1 October 2016.

2. Relates to the period Keith Cochrane was on the Board to 30 September 2016.

3. The formulaic annual bonus outcome for 2020 was 46%, however, this was waived by the Executive Directors.

4. The final award under the Long-Term Incentive Plan was made in 2017, and which vested at 45% of maximum in 2019 as shown above. From 2018, restricted shares were awarded to the CEO,

which have no performance conditions. Vesting of the restricted shares commenced from 2020 onwards and will ordinarily be at 100% of the shares initially granted, subject to an underpin

consisting of a basket of threshold metrics being met.

1. The value of 93% in 2021 incorporates the respective 10% and 5% downwards adjustment to the tranches of the 2018 and 2019 restricted share awards vesting in 2021 to reflect the technical

breach of the dividend underpin, as previously communicated to shareholders.

1. The value of 92% in each of 2022 and 2023 incorporates the 'windfall gains' related downwards adjustment of 15% to the first and second tranches of the 2020 restricted share award vesting in

these years, as previously communicated to shareholders. 

1. The value of 96% in 2024 incorporates the 'windfall gains' related downwards adjustment of 10% to the third tranche of the 2020 restricted share award vesting in 2024, as previously

communicated to shareholders.

1. The value of 97% in 2025 incorporates the 'windfall gains' related downwards adjustment of 10% to the final tranche of the 2020 restricted share award vesting in 2025, as previously

communicated to shareholders. 

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	149

Directors’ remuneration report

continued

Percentage change in remuneration of Board Directors and wider employee population

The table below shows the percentage change in elements of remuneration for the Board Directors. The employee population comprises those employed by The Weir

Group PLC.

	% Change 2024–2025			% Change 2023–2024			% Change 2022–2023			% Change 2021–2022			% Change 2020–2021
	Salary/ Fees1	Taxable Benefits1	Bonus1	Salary/ Fees1	Taxable Benefits1	Bonus1	Salary/ Fees1	Taxable Benefits1	Bonus1	Salary/ Fees1	Taxable Benefits1	Bonus1	Salary/ Fees1	Taxable Benefits1	Bonus1
Average UK Employee	(1.8%)	7.9%	(6.7%)	(1.5%)	37.2%	0.1%	(0.3%)	52.6%	26.8%	9.1%	(34.2%)	69.3%	0.2%	26.6%	73.6%
Jon Stanton (CEO)	3.6%	116.4%	6.5%	4.5%	12.6%	4.1%	6.0%	10.7%	8.6%	5.4%	7.0%	71.4%	2.3%	0.5%	n/a
Brian Puffer (CFO)	23.2%	26.9%	15.2%	n/a	n/a	n/a	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%
Barbara Jeremiah	3.7%	37.0%	—%	4.0%	(34.3%)	—%	37.0%	51.9%	—%	225.3%	18813.1%	—%	2.3%	(87.8%)	—%
Andy Agg	36.6%	(32.6%)	—%	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%
Nick Anderson	62.1%	(14.8%)	—%	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%
Dame Nicola Brewer	5.8%	(0.9%)	—%	8.4%	188.3%	—%	173.2%	(50.6%)	—%	n/a	n/a	—%	n/a	n/a	—%
Penny Freer	3.9%	8.6%	—%	567.3%	99.5%	—%	n/a	n/a	—%	n/a	n/a	—%	n/a	n/a	—%
Tracey Kerr	3.1%	(3.1%)	—%	32.2%	24.0%	—%	132.2%	(45.2%)	—%	n/a	n/a	—%	n/a	n/a	—%
Ben Magara	11.1%	(14.2%)	—%	22.7%	738.0%	—%	4.0%	(28.9%)	—%	9.0%	n/a	—%	n/a	n/a	—%

Note

1. The n/a values shown reflect that a percentage change cannot be calculated given the nil value in the previous year. The Single Total Figure of Remuneration for Executive Directors on page

137 and the Single Total Figure of Remuneration for Chair and Non-Executive Directors on page 144 provide further detail.

Relative importance of spend on pay

The table below shows the change in total staff pay for continuing operations between 2025 and 2024, and dividends paid out in respect of 2025 and 2024.

Financial year	2025 £m	2024 £m	Percentage Change
Overall spend on pay for employees	649.2	622.8	4.2%
Profit distributed by way of dividend	107.6	99.8	7.8%

Details of the overall spend on pay for employees can be found in note 5 to the Group Financial Statements on page 191. Details of the dividends declared and paid are

contained in note 11 to the Group Financial Statements on page 197.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	150

Directors’ remuneration report

continued

The Remuneration Committee in 2025

There were four Committee meetings during 2025.

Role	Name	Title
Chair and members	Penny Freer Nick Anderson Dame Nicola Brewer Ben Magara	Independent Non-Executive Directors
Internal attendees	Barbara Jeremiah Jon Stanton Rosemary McGinness Craig Gibson Graham Vanhegan Jennifer Haddouk	Chair Chief Executive Officer Chief People Officer Group Head of Reward Chief Legal Officer Company Secretary and Secretary to the Committee
Committee’s external adviser	Deloitte LLP	Adviser to Committee

Internal advisers provided important information to the Committee and attended

meetings. None of the individuals were involved in any decisions relating to their

own remuneration.

Deloitte LLP was appointed by the Committee in 2016 following a competitive

tender process, and provided services to the Committee for the year ended         

31 December 2025. Fees paid to Deloitte LLP for work that materially assisted the

Committee were £82,050 charged on a time and material basis. Deloitte LLP also

provided other services to the Weir Group in the year, principally consulting, tax

advisory and compliance services. Deloitte is a signatory to the Remuneration

Consultants’ Group Voluntary Code of Conduct and the Committee is satisfied that

Deloitte’s advice was objective and independent. The Committee is comfortable

that the Deloitte engagement partner and team that provides advice to the

Committee do not have connections with the Company or its Directors that may

impair their independence.

Committee’s performance

The Committee’s Terms of Reference are reviewed on an annual basis and were last

updated in January 2026. A copy can be found on our website: global.weir/

siteassets/pdfs/investors/board-committees/2026/weir-group-remuneration-

committee-terms-of-reference-2026.pdf.

The Committee was evaluated as part of the 2025 Board Effectiveness Review (see

pages 101 to 102, and it was concluded that the Committee was fulfilling its Terms

of Reference effectively.

Shareholder voting

The table below sets out the voting by shareholders on the resolution to approve the

Directors’ Remuneration report at the AGM held in April 2025.

	For	Against	Total votes cast	Withheld
Remuneration report	199,816,032 (98.84%)	2,350,003 (1.16%)	202,166,035 (77.87%)	24,562

The table below sets out the voting by shareholders on the resolution to approve

the current Directors’ Remuneration Policy at the AGM held in April 2025.

	For	Against	Total votes cast	Withheld
Remuneration Policy	195,816,524 (96.86%)	6,343,311 (3.14%)	202,159,835 (77.87%)	30,762

Annual General Meeting

This report will be submitted to shareholders for approval at the Annual General

Meeting to be held on 30 April 2026.

Penny Freer

Chair of the Remuneration Committee

3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	151

Directors’ report

The Directors present their audited consolidated financial statements and report for

the year ended 31 December 2025.

Disclosures set out elsewhere in this Annual Report

The following cross-referenced material, which would otherwise be required to be

disclosed in this Directors' Report, is incorporated into the Director's Report.

Subject matter	Page reference
Particulars of any important events, if any, affecting the Company which have occurred since the end of the financial year	237
An indication of likely future developments in the business of the Company	21 to 22
An indication of the activities of the Company in the field of research and development	35 to 37
Details of employee policy and involvement	26, 29 to 31 and 98 to 100
Details of engagement with other stakeholders	26 to 28 and 97
Greenhouse gas emissions and energy consumption	63 to 64
Principal risks and uncertainties	73 to 84
Section 172 statement	28
Corporate governance report	87 to 150

Disclosures required under UK Listing Rule 6.6.1

For the purposes of UK Listing Rule 6.6.4, the information to be disclosed under the

UK Listing Rule 6.6.1 is set out in the table below.

Subject matter	Page reference
Shareholder waiver of dividends (UKLR 6.6.1(11) and (12))	152

Paragraphs (1), (2), (3), (4), (5), (6), (7), (8), (9), (10) and (13) of UK Listing Rule 6.6.1 are not

applicable.

Company number

The Weir Group PLC is registered in Scotland under company number SC002934

with its registered address at 10th Floor, 1 West Regent Street, Glasgow G2 1RW

Scotland.

2026 Annual General Meeting

The Annual General Meeting will be held on 30 April 2026 at the Head Office, 1 West

Regent Street, Glasgow G2 1RW.

The Notice of Meeting, along with an explanation of the proposed resolutions, are set

out in a separate document, which accompanies this Annual Report and can be

downloaded from the Company’s website. The Company conducts the vote at the

AGM by poll and the result of the votes, including proxies, is published on the

Company’s website after the meeting.

Dividend

The Directors have recommended a final dividend of 22.1p per share for the year

ended 31 December 2025. Payment of this dividend is subject to shareholder

approval at the Annual General Meeting to be held on 30 April 2026.

Substantial shareholders

As at 31 December 2025, the following substantial interests in the Company's

ordinary share capital had been notified to the Company in accordance with

Disclosure Guidance and Transparency Rule 5 (DTR 5). It should be noted that these

holdings may have changed since the Company was notified. However, notification

of any change is not required until the next notifiable threshold under DTR 5 is

crossed.

Shareholder	Number of voting rights as at 31/12/25	Percentage of voting rights as at 31/12/25
BlackRock, Inc.	22,599,477	8.69
The Capital Group Companies, Inc.	13,119,713	5.05
Principal Global Investors, LLC	12,582,125	4.85

Between 1 January 2026 and 3 March 2026, the Company was notified of the

following substantial interests in its share capital: (1) from BlackRock Inc. in respect of

22,521,438 voting rights representing 8.66% of total voting rights; (2) The Capital

Group Companies, Inc. in respect of 26,733,618 voting rights representing 10.29% of

total voting rights; and (3) A further notification from The Capital Group Companies,

Inc. in respect of 29,324,447 voting rights representing 11.29% of total voting rights.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	152

Directors’ report

continued

Employee-related information

The average number of employees in the Group during the year is given in note 5 to

the Group Financial Statements on page 191.

Group companies operate within a framework of HR policies, practices and

regulations appropriate to their market sector and country of operation. Policies and

procedures for recruitment, training and career development promote equality of

opportunity regardless of gender, sexual orientation, age, marital status, disability,

race, religion or other beliefs and ethnic or national origin. At Weir, we strive to build

an inclusive culture in which all employees have the opportunity to succeed and to

be able to do the best work of their lives. The Group remains committed to the fair

treatment of people with disabilities, including: giving full and fair consideration to

applications made by people with disabilities, having regard to their particular

aptitudes and abilities; continuing the employment of, and arranging training for,

employees who have become disabled during the course of their employment; and

offering training, career development and promotion opportunities for people with

disabilities. Meaningful dialogue with our employees is actively encouraged. Further

details on our employees can be found on pages 29 to 31 and 98 to 100.

Use of financial instruments

The information required in respect of financial instruments as required by Schedule

7 of The Large and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 is given in note 30 to the Group Financial Statements on page 226.

Share capital and rights attaching to the Company’s shares

Details of the issued share capital of the Company, which comprises a single class of

ordinary shares of 12.5p each are set out in note 25 to the Group Financial

Statements on page 222. The rights attaching to the shares are set out in the

Company’s Articles of Association. There are no special control rights in relation to

the Company’s shares and the Company is not aware of any agreements between

shareholders that may result in restrictions on the transfer of securities and/or

voting rights.

Voting rights

The Company’s Articles of Association provide that, on a show of hands at a general

meeting of the Company, every holder of ordinary shares, present in person and by

proxy and entitled to vote, shall have one vote, and on a poll, every member present

in person or by proxy and entitled to vote, shall have one vote for every ordinary

share held.

The Notice of the AGM specifies deadlines for exercising voting rights and

appointing a proxy or proxies to vote in relation to resolutions to be passed at the

AGM. The Company conducts the vote at the AGM by poll, and the result of the poll

will be released to the London Stock Exchange and posted on the Company’s

website as soon as practicable after the meeting.

The Articles of Association may only be amended by a special resolution passed at a

general meeting of shareholders.

Transfer of shares

There are no restrictions on the transfer of ordinary shares in the Company, other

than as contained in the Articles of Association.

– The Directors may refuse to register any transfer of any certificated share which is

not fully paid up, provided that this power will not be exercised so as to disturb the

market in the Company’s shares.

– The Directors may also refuse to register the transfer of a certificated share unless

it is delivered to the Registrar’s office, or such other place as the Directors have

specified, accompanied by a certificate for the shares to be transferred and such

other evidence as the Directors may reasonably require to prove title of the

intending transferor.

Certain restrictions may, from time to time, be imposed by laws and regulations, for

example, insider trading laws, in relation to the transfer of shares.

Employee benefit trust arrangements (including waiver

of dividends)

The Group has a nominee arrangement with Computershare Investor Services PLC

(the Computershare Nominee) and employee benefit trusts with Estera Trust

(Jersey) Limited (the Estera EBT) and Computershare Trustees (Jersey) Limited (the

Computershare EBT).

The Computershare EBT purchased 401,332 shares in the market at an aggregate value

of £9,999,982 on behalf of the Company for satisfaction of any future vesting of the

awards granted under the Share Reward Plan and the ShareBuilder plan.

During the period, the SRP vested and the trustees of the Computershare EBT

transferred 770,396 ordinary shares to employees to satisfy the SRP and SRP

Deferred Bonus Plan awards.

During the period, the ShareBuilder plan vested and the trustees of the

Computershare EBT transferred 16,312 ordinary shares to employees to satisfy the

ShareBuilder plan awards.

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Directors’ report

continued

Both the Estera EBT and Computershare Nominee agreed to waive any right to all

dividend payments on shares held by them with the exception of shares held in

respect of awards that have a dividend entitlement.

Details of the shares held by the Computershare Nominee, the Computershare

EBT and the Estera EBT are set out in note 25 to the Group Financial Statements

on page 222.

The 1,127,997 shares held in the Computershare Nominee are the shares in respect

of which dividends have not been waived. The 258,333 shares held in the

Computershare Nominee are subject to post-vesting restrictions.

The Computershare Nominee held 0.43% of the issued share capital of the

Company as at 31 December 2025. The shares are held on behalf of employees

and former employees of the Group.

The Computershare EBT held, through nominee account Computershare Nominees

(Channel Islands) Limited, 0.64% of the issued share capital of the Company as at

31 December 2025. This is held in trust on behalf of the Company for satisfaction

of any future vesting of the awards granted under the Share Reward and

ShareBuilder Plans.

The voting rights in relation to these shares are exercised by the trustees.

The Computershare EBT may vote or abstain from voting with the shares or accept

or reject any offer relating to shares, in any way they see fit, without incurring any

liability and without being required to give reasons for their decision.

Authority to issue shares

At the 2025 Annual General Meeting, shareholders renewed the Directors' authority

to allot shares in the Company up to an aggregate nominal amount equivalent

to two-thirds of the shares in issue (of which one-third must be offered by way

of rights issue). No shares were issued under this authority during the year ended

31 December 2025.

A further special resolution passed at the 2025 Annual General Meeting granted

authority to the Directors to allot equity securities in the Company for cash, without

regard to the pre-emption provisions of the Companies Act 2006 in certain

circumstances. No shares were issued under this authority during the year ended

31 December 2025.

At the forthcoming Annual General Meeting, the Board will again seek shareholder

approval to renew these authorities to allot shares.

Authority to purchase own shares

At the 2025 Annual General Meeting, shareholders renewed the Company’s

authority to make market purchases of c.25.9m ordinary shares (representing

approximately 10% of the issued share capital excluding treasury shares). No shares

were purchased under this authority during the year ended 31 December 2025. At

the forthcoming Annual General Meeting, the Board will again seek shareholder

approval to renew the annual authority for the Company to make market purchases

at the same level.

Directors

The names of the persons who were Directors of the Company as at the date of this

report are set out on pages 89 to 90.

Appointment and replacement of Directors

The provisions about the appointment and re-election of Directors of the Company

are contained in the Articles of Association. Under the Terms of Reference of the

Nomination Committee, any appointment must be recommended by the

Nomination Committee for approval by the Board. All Directors retire and seek

election or re-election (as applicable) at each Annual General Meeting in line with

the UK Corporate Governance Code.

Powers of Directors

The business of the Company is managed by the Directors, who may exercise all the

powers of the Company, subject to the provisions of the Company’s Articles of

Association, any special resolution of the Company and any relevant legislation.

Directors’ indemnities

The Company has granted indemnities to each of its Directors in respect of all

losses arising out of, or in connection with, the execution of their powers, duties and

responsibilities as Directors, to the extent permitted by the Companies Act 2006 and

the Company’s Articles of Association. In addition, Directors and Officers of the

Company and its subsidiaries, and trustees of its pension schemes, are covered by

Directors’ and Officers’ liability insurance.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	154

Directors’ report

continued

Pension scheme indemnities

The Group operates a closed defined benefit pension scheme in the UK, which

provides retirement and death benefits for employees and former employees of

the Group: The Weir Group Pension and Retirement Savings Scheme. The corporate

trustee of the pension scheme is The Weir Group Pension Trust Limited, a subsidiary

of The Weir Group PLC. Qualifying pension scheme indemnity provisions, as defined

in section 235 of the Companies Act 2006, were in force for the financial year ended

31 December 2025 and remain in force for the benefit of each of the Directors of

The Weir Group Pension Trust Limited. These indemnity provisions cover, to the

extent permitted by law, certain losses or liabilities incurred as a Director or officer

of the corporate trustees of the pension schemes.

Directors' share interests

Details regarding the share interests of the Directors (and the persons closely

associated with them) in the share capital of the Company are set out in the

Directors' Remuneration report on page 145.

Change of control – significant agreements

The following significant agreements contain provisions entitling the counterparties

to require prior approval, exercise termination, alteration or similar rights in the event

of a change of control of the Company.

The Group has in place a US$600m multi-currency revolving credit facility

(the Facility), which is due to mature in April 2029. Under the terms of this Facility,

if there is a change of control of the Company, the Company has 30 days from the

date of the change of control to agree terms for continuing the Facility. If at the end

of the 30 days no agreement is reached between the Company and the banks, then

any lender may request, by not less than 30 days’ notice to the Company, that its

commitment be cancelled and all outstanding amounts be repaid to that lender

at the expiry of such notice period.

The Company and/or subsidiaries have issued US$133m and £150m Sustainability-

Linked Notes, and an aggregate of US$950m Fixed-Rate Notes. Under the respective

agreements, if a Change of Control Repurchase Event occurs, the issuer will be

required to make an offer to each Holder of the Notes to repurchase all, or any part

of, the Notes of such Holders at a repurchase price in cash equal to 101% of the

aggregate principal amount of the Notes repurchased, plus any accrued and unpaid

interest on the Notes repurchased to, but not including, the date of repurchase.

A Change of Control Repurchase Event means the occurrence of both a Change

of Control and a Rating Event.

The Group has issued A$400m Fixed-Rate Notes. If a Change of Control Put Event

occurs, the Holder of each Note will have the option to require the Issuer to redeem

or, at the Issuer’s option, purchase that Note at 100% of its outstanding principal

amount together with interest accrued to (but excluding) the Put Date. A Change

of Control Repurchase Event means the occurrence of both a Change of Control

and a Rating Event.

The Group also has A$800m currently drawn down under a Syndicated Bridge Term

Loan Facility that was entered into to finance the Group’s acquisition of Micromine.

Under the terms of this Bridge facility, if the borrower becomes aware of a change

of control event it must notify the Agent. Upon receipt of this notice, the borrower

has 30 days to agree terms for continuing the Bridge Facility. If at the end of the

30 days no agreement is reached between the borrower and the Agent (acting

on the instructions of the Lenders), then any Lender may require, within 30 days

of the end of the negotiation period, that its commitment be cancelled and all

outstanding amounts, together with accrued interest, shall become immediately

due and payable. 

There are no agreements between the Company and its Directors or employees

providing for compensation for loss of office or employment (whether through

resignation, purported redundancy or otherwise) that occurs because of a

takeover bid.

Political donations

The Group did not make any political donations or incur any political expenditure,

or make any contributions to a non-UK political party, during the year.

Branches

The Company, through various subsidiaries, has established branches in a number

of different countries in which the Group operates.

Disclaimer and forward-looking statements

This Annual Report has been prepared for, and only for, the members of the

Company, as a body, and no other persons. The Company, its Directors, employees,

agents and advisers, do not accept or assume responsibility to any other person

to whom this document is shown or into whose hands it may come, and any such

responsibility or liability is expressly disclaimed. This Annual Report may contain

statements that are not based on current or historical fact and/or that are

forward-looking in nature. Please refer to the cautionary statement on page 1.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	155

Directors’ report

continued

Disclosure of information to auditor

Each of the Directors who held office at the date of approval of this Directors' report

confirms that:

– so far as each Director is aware, there is no relevant audit information (as defined

by section 418 of the Companies Act 2006) of which the Company’s auditors are

unaware; and

– each Director has taken all of the steps that they ought to have taken as a Director

to make themselves aware of any relevant audit information and to establish that

the Company’s auditors are aware of that information.

Going concern

These Financial Statements have been prepared on the going concern basis.

As discussed in the Chief Executive Officer’s review, the Group delivered a strong

financial performance, with growth in orders, revenue, adjusted operating profit and

margins, while significantly accelerating our growth strategy through a series of

acquisitions, strategic partnerships, and new product launches. Cash generation

remained strong with free operating cash conversion of 92%, within our expected

range, and net debt to EBITDA at the end of December 2025 of1.9 times, within our

target range following M&A.

As discussed in the Financial review, the Group secured an A$1.2bn term loan facility

in February 2025 to finance its purchase of Micromine. Subsequently, in October

2025, the Group successfully issued A$400m five-year bond notes and part repaid

the term loan. Further, in May 2025, the Group completed the issue of US$950m five-

year bond notes and elected to reduce its US$800m and £300m Sustainability-

Linked Notes to US$133m and £150m respectively. The combination of these

refinancing activities and strong cash generation provides the Group with significant

levels of liquidity over an extended maturity profile at attractive interest rates.

The Group has delivered strong financial results in the current year and enters

2026 with a strong order book. Weir is strongly positioned to benefit from the

multi‑decade growth opportunity driven by structural global demand for

critical minerals and the adoption of new technologies that enable more

sustainable mining.

Activity levels in our core mining markets remain strong, with customers increasingly

investing in expansion and debottlenecking projects as supply deficits in critical

metals emerge. Supported by favourable commodity prices, customers continue to

prioritise maximising ore production and improving the efficiency of existing

operations. Combined with the expansion of our installed base, these dynamics

support strong demand in our core hardware aftermarket solutions.

However, geopolitical uncertainty persists and we have experienced localised

disruptions across the mining industry. Therefore, recognising these uncertainties,

the Group performed financial modelling of future cash flows, which cover a period

of 12 months from the approval of the 2025 Annual Report and Financial

Statements.

The financial modelling included reverse stress testing, which focused on the level

of downside risk that would be required for the Group to breach its current lending

facilities (note 20 to the Group Financial Statements) and related financial covenants

(note 31 to the Group Financial Statements). The review indicated that the Group

continues to have sufficient headroom on both lending facilities and related

financial covenants. The circumstances, which would lead to a breach, are not

considered plausible.

The Directors, having considered all available relevant information, have a

reasonable expectation that the Group has adequate resources to continue to

operate as a going concern.

The Directors’ report has been approved by the Board of Directors in accordance

with the Companies Act 2006.

On behalf of the Board of Directors

Jennifer Haddouk

Company Secretary

3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	156

Statement of Directors’ responsibilities

The Directors are responsible for preparing the Annual Report and the Financial

Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each

financial year. Under that law, the Directors have prepared the Group Financial

Statements in accordance with both international accounting standards in

conformity with the requirements of the Companies Act 2006 and UK-adopted

International Accounting Standards and the Company Financial Statements in

accordance with United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards, comprising FRS 101 ‘Reduced Disclosure

Framework’, and applicable law).

Under company law, the Directors must not approve the financial statements unless

they are satisfied that they give a true and fair view of the state of affairs of the

Group and Company and of the profit or loss of the Group for that period. In

preparing the financial statements, the Directors are required to:

– select suitable accounting policies and then apply them consistently;

– state whether applicable international accounting standards in conformity with

the requirements of the Companies Act 2006 and the UK-adopted International

Accounting Standards, have been followed for the Group Financial Statements and

United Kingdom Accounting Standards, comprising FRS 101 have been followed

for the Company Financial Statements, subject to any material departures

disclosed and explained in the financial statements;

– make judgements and estimates that are reasonable and prudent; and

– prepare the financial statements on the going concern basis unless it is

inappropriate to presume that the Group and Company will continue in business.

The Directors are also responsible for safeguarding the assets of the Group and

Company and hence for taking reasonable steps for the prevention and detection

of fraud and other irregularities.

The Directors are responsible for keeping adequate accounting records that are

sufficient to show and explain the Group’s and Company’s transactions and disclose

with reasonable accuracy at any time the financial position of the Group and

Company and enable them to ensure that the Financial Statements comply with the

Companies Act 2006.

The Directors are responsible for the maintenance and integrity of the Company’s

website. Legislation in the United Kingdom governing the preparation and

dissemination of financial statements may differ from legislation in

other jurisdictions.

The Directors consider that the Annual Report and Financial Statements, taken

as a whole, are fair, balanced and understandable and provide the information

necessary for shareholders to assess the Group’s position, performance, business

model and strategy.

Each of the Directors, as at the date of this report, confirms to the best of their

knowledge that:

– the Group Financial Statements, which have been prepared in accordance with

international accounting standards in conformity with the requirements of the

Companies Act 2006 and the UK-adopted International Accounting Standards,

give a true and fair view of the assets, liabilities, financial position and profit of

the Group;

– the Company Financial Statements, which have been prepared in accordance with

United Kingdom Accounting Standards, comprising FRS 101, give a true and fair

view of the assets, liabilities, financial position and profit of the Company; and

– the Strategic report and the Directors’ report include a fair review of the

development and performance of the business and the position of the Group

and Company, together with a description of the principal risks and uncertainties

that it faces.

On behalf of the Board of Directors

Jon Stanton Chief Executive Officer

3 March 2026

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Independent auditors’ report to the members of The Weir Group PLC

Report on the audit of the financial statements

Opinion

In our opinion:

– The Weir Group PLC’s group financial statements and company financial

statements (the “financial statements”) give a true and fair view of the state of the

group’s and of the company’s affairs as at 31 December 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 and

Financial Statements 2025 (the “Annual Report”), which comprise:

– the Consolidated Balance Sheet as at 31 December 2025;

– the Company Balance Sheet as at 31 December 2025;

– the Consolidated Income Statement for the year then ended;

– the Consolidated Statement of Comprehensive Income for the year then ended;

– the Consolidated Cash Flow Statement for the year then ended;

– the Consolidated 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.

The Group acquired the remaining 50% share of its Chile-based joint venture ESCO

Elecmetal Fundicion Limitada on 2 March 2026, resulting in it becoming a controlled

undertaking from this date.  We provided recurring tax compliance services for a fee

of £8,650 during the period to ESCO Elecmetal Fundicion Limitada, which were

ongoing services at the date of the acquisition by the Group. The output of the

services undertaken did not form part of our evidence in respect of the audit of the

consolidated financial statements. We have confirmed (in accordance with the

provisions in paragraph 1.30 and 1.31 of the FRC Ethical Standard 2024), having

considered the threats to independence, the service did not compromise PwC's

integrity, objectivity or independence.

Other than those disclosed in note 5 of Notes to the Group Financial Statements, we

have provided no non-audit services to the company or its controlled undertakings

in the period under audit.

Our audit approach

Context

The Group is organised into two continuing Divisions: Minerals and ESCO. Each

continuing division conducts its business in a number of locations around the world.

Many of the business locations (or components) are of a similar size, so we scoped

our audit to ensure we had appropriate coverage of the Group. We included

components that accounted for the largest share of the Group’s results or where we

considered there to be areas of significant risk. During the year the Group made a

number of acquisitions, the most significant being Mining Software Holdings Pty Ltd

("Micromine").

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Independent auditors’ report to the members of The Weir Group PLC

continued

Overview

Audit scope

– We conducted audit work on fourteen components in seven countries. We

conducted full scope audits on eleven of these components, specified

procedures on two components and specific scope on one component.

– The fourteen components where we performed audit work accounted for 70% of

total Group revenue and 70% of adjusted profit before tax from continuing

operations.

Key audit matters

– Valuation of pension liabilities (group and parent)

– Accounting for US asbestos related claims (group)

– The purchase price allocation on the acquisition of Mining Software Holdings Pty

Ltd ("Micromine") (group)

Materiality

– Overall group materiality: £22,300,000 (2024: £21,400,000) based on 5% of profit

before tax and adjusting items from continuing operations.

– Overall company materiality: £18,000,000 (2024: £17,956,000) based on 1% of net

assets.

– Performance materiality: £16,725,000 (2024: £16,050,000) (group) and £13,500,000

(2024: £13,467,000) (company).

The scope of our audit

As part of designing our audit, we determined materiality and assessed the risks of

material misstatement in the financial statements.

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 purchase price allocation on the acquisition of Mining Software Holdings Pty Ltd

("Micromine") is a new key audit matter this year. Valuation of deferred tax assets

(group), which was a key audit matter last year, is no longer included because of the

reduction in audit effort and judgements required in this area compared to the prior

year. Otherwise, the key audit matters below are consistent with last year.

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Independent auditors’ report to the members of The Weir Group PLC

continued

Key audit matter		How our audit addressed the key audit matter
Valuation of pension liabilities (Group and parent) Note 2 to the Group financial statements - Accounting policies, Note 1 to the company financial statements - Accounting policies, Note 24 to the Group financial statements - Pensions & other post-employment benefit plans, Note 8 to the company financial statements - Retirement benefits, and Governance - Audit Committee report. The Group operates a number of defined benefit pension plans, giving rise to a defined benefit obligation of £576.3m as at 31 December 2025 (2024: £626.2m). In respect of the Company, there is a liability of £473.9m as at 31 December 2025 (2024: £487.4m). These balances are significant in the context of the overall Balance Sheet of the Group and of the Company. The valuation of pension liabilities requires judgement and technical expertise in choosing appropriate assumptions such as discount rate, inflation and mortality. Management engaged external actuarial experts to assist them in selecting appropriate assumptions and to calculate the liabilities. Inappropriate selection of assumptions or methodologies for calculating the pension liabilities could result in a material difference in the value of the liabilities. The use of a regulated and qualified third party mitigates the risk to a degree, however it remains a judgemental area with significant values involved.		We reviewed the independent actuary’s report on the assumptions and methodology used to calculate the pension liabilities and compliance of management’s approach with the relevant accounting standard IAS 19 ‘Employee Benefits’ (Revised). We used our actuarial experts to assess whether the assumptions used in calculating the pension liabilities are reasonable by: – Assessing whether mortality assumptions are appropriate in line with the demographics of each significant plan and, where applicable, with UK industry benchmarks; – Verifying that the methodology of the discount and inflation rate assumptions is in line with the accounting framework and the position of the assumptions are within our acceptable ranges; and – Performing independent testing of the roll-forward approach to calculate the liabilities for the significant plans and compared against management’s actuary’s results. Based on our procedures, we concluded management’s key assumptions individually and collectively were acceptable. We assessed the related disclosures included in the Group and Company financial statements and consider them to be appropriate and in compliance with IAS 19.

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Independent auditors’ report to the members of The Weir Group PLC

continued

Key audit matter		How our audit addressed the key audit matter
Accounting for US asbestos related claims (Group) Note 2 to the Group financial statements - Accounting policies, Note 5 to the Group financial statements – Revenue & expenses, Note 6 to the Group financial statements – Adjusting items, and Note 22 to the Group financial statements - Provisions, and Governance - Audit Committee report. A US-based subsidiary of the Group is co-defendant in lawsuits pending in the US in which plaintiffs are claiming damages arising from alleged exposure to products previously sold by the US-based subsidiary that contained asbestos. In prior periods, the Group consolidated the liabilities arising from US-based subsidiary’s asbestos-related damages claims with amounts of £69.9m at 31 December 2024, based on financial modelling developed from the latest triennial actuarial review undertaken in 2023. On 28 July 2025, the US-based subsidiary was placed into Chapter 11 bankruptcy. Following this, management deemed that as the subsidiary was now subject to the control of the court, the Group had a loss of control and in accordance with IFRS10 the Group deconsolidated the US-based subsidiary. Management sought legal advice on the implications of the bankruptcy on the asbestos related claims. An exceptional item for asbestos-related claims during the period up to the point of deconsolidation of £8.3m together with an exceptional net credit of £19.8m arising from the deconsolidation of the US-based subsidiary assets and liabilities and an associated exceptional tax charge of £13.3m has been recognised in the Group financial statements. This is an area of audit focus given the value of the deconsolidated assets and liabilities held within the US-based subsidiary and the judgements and estimates made by management in reaching their conclusions.		We considered the actual claims experience during 2025 up to the point of bankruptcy and compared this to the actuarial model to evaluate whether the 2023 model remained an appropriate basis. This included: – Discussions with management, including Weir’s General Counsel and Chief Legal Officer; – Discussions with our internal actuarial experts to understand the latest developments in the asbestos claims landscape; and – An assessment of other factors that impacted the claims experience during 2025 up to the point of bankruptcy. We discussed with management and their legal experts the implications of the bankruptcy and reviewed management’s assessment that there was a deemed loss of control at the point that the US-based subsidiary was placed into Chapter 11 bankruptcy and the appropriateness of deconsolidating the entity in accordance with IFRS10. We audited the journal entries posted by management to deconsolidate the entity. Based on our procedures performed we are comfortable that management's position, the accounting treatment adopted and the related disclosures are appropriate.

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Independent auditors’ report to the members of The Weir Group PLC

continued

Key audit matter		How our audit addressed the key audit matter
The purchase price allocation on the acquisition of Mining Software Holdings Pty Ltd ("Micromine") (group) Note 2 to the Group financial statements – Accounting policies, Note 14 to the Group financial statements – Business combinations, and Governance - Audit Committee report. Micromine was acquired on 30 April 2025 for a purchase consideration of £634.5m. Weir engaged EY, as management’s valuation experts, to perform a purchase price allocation exercise for the identification and valuation of intangible assets as part of the assessment of the Micromine acquisition balance sheet position. Intangible assets identified, totalling £260.4m, were valued separately from Goodwill arising on acquisition include Customer and distributor relationships £119.7m, Intellectual property & trademarks £81.7m, and Brand name £59.0m. Goodwill arising on acquisition of £433.5m was recognised based on the fair value of identified assets and liabilities acquired. These balances are significant in the context of the overall Balance Sheet of the Group with the allocation between Goodwill arising on acquisition and Intangible assets requiring judgement and technical expertise in choosing appropriate valuation methodologies and assumptions. As permitted by IFRS3 “Business Combinations”, the Group has a period of 12 months from date of acquisition to finalise the fair values. Values have been disclosed in the Annual Report as “provisional”, with a view to finalising these in 2026.		We reviewed management’s assumptions used in the fair value analysis of the acquisition accounting of Micromine. We engaged our valuation experts in aspects of our work, and our procedures included assessing: – The Group’s accounting against the requirements of IFRS 3 by examining relevant transaction agreements; – The fair values of the acquired assets and liabilities recognised, including assessing: • The methodology used to value Intangible assets in light of the requirements of IFRS; • Key assumptions used in the Intangible asset valuation models considering historical performance and forecasts; • The discount rate assumptions used in the Intangible assets valuation models considering other market participants’ average cost of capital; • The completeness of the assets included in the external valuation reports; • The competence, capability and objectivity of management’s experts; and • The appropriateness of the resulting Goodwill recognised on acquisition. – The adequacy of the business combination disclosures under the requirements of IFRS 3. Based on our procedures performed, we found that the methodologies and assumptions applied in the purchase price allocation together with the related disclosures within the Group financial statements to be appropriate.

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Independent auditors’ report to the members of The Weir Group PLC

continued

How we tailored the audit scope

We tailored the scope of our audit to ensure that we performed enough work to be

able to give an opinion on the financial statements as a whole, taking into account

the structure of the group and the company, the accounting processes and

controls, and the industry in which they operate.

The Group’s components vary significantly in size and we identified eleven

components that, in our view, required an audit of their complete financial

information due to their relative size or risk characteristics. Of these full scope

component audits, two were based in the UK and were performed by the Group

audit team. These covered the audit of the parent company and treasury function.

The Group audit team also audited balances managed by the head office, including

asbestos related claims, uncertain tax provisions, post-retirement benefits, goodwill

and intangibles impairment assessment, and the consolidation.

The remaining nine full scope component audits were performed by other PwC

component teams. Specified procedures audits were performed on two

components and a specific scope audit was performed on one component

covering selected line items on the income statement and balance sheet.

The scope of work at each component was determined by its contribution to the

Group’s overall financial performance or balance sheet and its risk profile. Where

component audits were performed by teams from other PwC network firms,

members of the Group engagement team were involved in their work throughout

the audit. We maintained regular communication and conducted formal planning,

interim and year end video calls with all full and specified scope component teams.

The discussions during the audit also included divisional management. Members of

the group audit team visited two of our overseas locations during the year.

The impact of climate risk on our audit

Our Group and component audits considered the impact of climate change. As part

of our audit, we made enquiries with management to understand the process

adopted to assess the extent of the potential impact of climate risk on the Group's

financial statements and to support the disclosures made in the Sustainability

review in the Strategic report. We also read the Group's governance process in

response to climate risk and read additional reporting made by the Group including

its Carbon Disclosure Project ("CDP") public submission. Our testing involved:

– Making enquiries with local and Group management and the Group sustainability

team to obtain their risk assessment and understand the governance processes

in place to address climate risk impacts;

– Reviewing the Group’s CDP submission made during 2025; and

– Obtaining an understanding of the carbon reduction commitments made by the

Group and the impact of these on the financial statements.

In 2023, the Group's scope 1, 2 and 3 emissions reduction targets were approved by

the Science Based Targets Initiative (SBTi). The targets include absolute reductions in

scope 1 and 2 emissions of 30% and scope 3 emissions of 15% by 2030, versus a

2019 baseline. Management does not consider the annual capital expenditure and

operating costs required to deliver the plan across the target period to be material

to the financial plans of the Group.

Using our knowledge of the business, we focused our work on how the impact of

climate commitments made by the Group would impact the assumptions within the

discounted cash flows prepared by management that are used in the Group's

goodwill and indefinite life asset impairment tests. We also evaluated whether the

impact of both physical and transitional risks had been appropriately included in

management's going concern and viability assessments.

We challenged the completeness of management's climate impact assessment by

reading the external reporting made by management, including the CDP

submission in 2025, as well as internal climate plans and board minutes. We also

considered the completeness of the impact on financial statement line items by

comparing management’s assessment of the impact of climate risk, including the

potential impact on the underlying assumptions and estimates as outlined in the

basis of preparation in note 2 of the Notes to the Group Financial Statements.

Finally, we assessed the consistency of the information in the front half of the Annual

Report regarding Task Force on Climate-Related Financial Disclosures (TCFD) and

the financial statements.

Materiality

The scope of our audit was influenced by our application of materiality. We set

certain quantitative thresholds for materiality. These, together with qualitative

considerations, helped us to determine the scope of our audit and the nature,

timing and extent of our audit procedures on the individual financial statement line

items and disclosures and in evaluating the effect of misstatements, both

individually and in aggregate on the financial statements as a whole.

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Independent auditors’ report to the members of The Weir Group PLC

continued

Based on our professional judgement, we determined materiality for the financial

statements as a whole as follows:

	Financial statements - Group	Financial statements - Company
Overall materiality	£22,300,000 (2024: £21,400,000).	£18,000,000 (2024: £17,956,000).
How we determined it	5% of profit before tax and adjusting items from continuing operations.	1% of net assets.
Rationale for benchmark applied	It is clear from the Annual Report that this profit measure is used by shareholders in evaluating the underlying business performance. We applied a lower materiality to the audit of exceptional items.	The nature of the Company’s activities supports a net asset basis for the calculation of materiality.

For each component in the scope of our group audit, we allocated a materiality that

is less than our overall group materiality. The range of materiality allocated across

components was between £500,000 and £18,000,000. Certain components were

audited to a local statutory audit materiality that was also less than our overall group

materiality.

We use performance materiality to reduce to an appropriately low level the

probability that the aggregate of uncorrected and undetected misstatements

exceeds overall materiality. Specifically, we use performance materiality in

determining the scope of our audit and the nature and extent of our testing of

account balances, classes of transactions and disclosures, for example in

determining sample sizes. Our performance materiality was 75% (2024: 75%) of

overall materiality, amounting to £16,725,000 (2024: £16,050,000) for the group

financial statements and £13,500,000 (2024: £13,467,000) for the company financial

statements.

In determining the performance materiality, we considered a number of factors -

the history of misstatements, risk assessment and aggregation risk and the

effectiveness of controls - and concluded that an amount at the upper end of our

normal range was appropriate.

We agreed with the Audit Committee that we would report to them misstatements

identified during our audit above £1,115,000 (group audit) (2024: £1,070,000) and

£900,000 (company audit) (2024: £897,000) as well as misstatements below those

amounts that, in our view, warranted reporting for qualitative reasons.

Conclusions relating to going concern

Our evaluation of the directors’ assessment of the group's and the company’s ability

to continue to adopt the going concern basis of accounting included:

– Review and evaluation of management’s cash flow forecasts and the process by

which they were determined and approved, agreeing the forecasts with the latest

Board approved budgets and confirming the mathematical accuracy of

underlying calculations;

– Assessment of management’s forecast assumptions for base case and severe but

plausible downside scenarios on the Group’s ability to continue as a going

concern; and

– Consideration of the Group’s liquidity and availability of financing to support the

going concern basis of accounting.

Based on the work we have performed, we have not identified any material

uncertainties relating to events or conditions that, individually or collectively,

may cast significant doubt on the group's and the company’s ability to continue as

a going concern for a period of at least twelve months from when the financial

statements are authorised for issue.

In auditing the financial statements, we have concluded that the directors’ use of

the going concern basis of accounting in the preparation of the financial statements

is appropriate.

However, because not all future events or conditions can be predicted, this

conclusion is not a guarantee as to the group's and the company's ability to

continue as a going concern.

In relation to the directors’ reporting on how they have applied the UK Corporate

Governance Code, we have nothing material to add or draw attention to in relation

to the directors’ statement in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going

concern are described in the relevant sections of this report.

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Independent auditors’ report to the members of The Weir Group PLC

continued

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.

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, included within the

Chair's statement on governance, 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.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	165

Independent auditors’ report to the members of The Weir Group PLC

continued

In addition, based on the work undertaken as part of our audit, we have concluded

that each of the following elements of the corporate governance statement is

materially consistent with the financial statements and our knowledge obtained

during the audit:

– The directors’ statement that they consider the Annual Report, taken as a whole, is

fair, balanced and understandable, and provides the information necessary for the

members to assess the group’s and company's position, performance, business

model and strategy;

– The section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems; and

– The section of the Annual Report describing the work of the Audit Committee.

We have nothing to report in respect of our responsibility to report when the

directors’ statement relating to the company’s compliance with the Code does not

properly disclose a departure from a relevant provision of the Code specified under

the Listing Rules for review by the auditors.

Responsibilities for the financial statements and the audit

Responsibilities of the Directors for the financial statements

As explained more fully in the Statement of Directors’ responsibilities, the directors

are responsible for the preparation of the financial statements in accordance with

the applicable framework and for being satisfied that they give a true and fair view.

The directors are also responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the

group’s and the company’s ability to continue as a going concern, disclosing, as

applicable, matters related to going concern and using the going concern basis of

accounting unless the directors either intend to liquidate the group or the company

or to cease operations, or have no realistic alternative but to do so.

Auditors’ responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial

statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue an auditors’ report that includes our opinion. Reasonable

assurance is a high level of assurance, but is not a guarantee that an audit

conducted in accordance with ISAs (UK) will always detect a material misstatement

when it exists. Misstatements can arise from fraud or error and are considered

material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these financial

statements.

Irregularities, including fraud, are instances of non-compliance with laws and

regulations. We design procedures in line with our responsibilities, outlined above, to

detect material misstatements in respect of irregularities, including fraud. The extent

to which our procedures are capable of detecting irregularities, including fraud, is

detailed below.

Based on our understanding of the group and industry, we identified that the

principal risks of non-compliance with laws and regulations related to the Listing

Rules, the Companies Act 2006 and UK and overseas tax legislation, and we

considered the extent to which non-compliance might have a material effect on the

financial statements. We evaluated management’s incentives and opportunities for

fraudulent manipulation of the financial statements (including the risk of override of

controls), and determined that the principal risks were related to posting manual

journal entries to manipulate financial performance and management bias through

judgements and assumptions in significant accounting estimates. The group

engagement team shared this risk assessment with the component auditors so that

they could include appropriate audit procedures in response to such risks in their

work. Audit procedures performed by the group engagement team and/or

component auditors included:

– Discussions with management, internal audit and Group General Counsel,

including consideration of known or suspected instances of non compliance with

laws and regulations and fraud or matters reported on the Group’s Ethics Hotline;

– Evaluation of management’s controls designed to prevent and detect

irregularities;

– Review of Board Minutes;

– Challenging assumptions and judgements made by management in its

significant accounting estimates, in particular in relation to the classification of

costs as exceptional; and

– Identifying and testing journal entries with unusual account combinations.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	166

Independent auditors’ report to the members of The Weir Group PLC

continued

There are inherent limitations in the audit procedures described above. We are less

likely to become aware of instances of non-compliance with laws and regulations

that are not closely related to events and transactions reflected in the financial

statements. Also, the risk of not detecting a material misstatement due to fraud is

higher than the risk of not detecting one resulting from error, as fraud may involve

deliberate concealment by, for example, forgery or intentional misrepresentations,

or through collusion.

Our audit testing might include testing complete populations of certain transactions

and balances, possibly using data auditing techniques. However, it typically involves

selecting a limited number of items for testing, rather than testing complete

populations. We will often seek to target particular items for testing based on their

size or risk characteristics. In other cases, we will use audit sampling to enable us to

draw a conclusion about the population from which the sample is selected.

A further description of our responsibilities for the audit of the financial statements is

located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This

description forms part of our auditors’ report.

Use of this report

This report, including the opinions, has been prepared for and only for the

company’s members as a body in accordance with Chapter 3 of Part 16 of the

Companies Act 2006 and for no other purpose. We do not, in giving these opinions,

accept or assume responsibility for any other purpose or to any other person to

whom this report is shown or into whose hands it may come save where expressly

agreed by our prior consent in writing.

Other required reporting

Companies Act 2006 exception reporting

Under the Companies Act 2006 we are required to report to you if, in our opinion:

– We have not obtained all the information and explanations we require for our

audit; or

– Adequate accounting records have not been kept by the Company, or returns

adequate for our audit have not been received from branches not visited by us; or

– Certain disclosures of directors’ remuneration specified by law are not made; or

– The Company financial statements and the part of the Directors' remuneration

report to be audited are not in agreement with the accounting records and

returns.

We have no exceptions to report arising from this responsibility.

Appointment

We were first appointed by the company for the financial year ended 31 December

2016. Our uninterrupted engagement covers 10 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.

Kenneth Wilson (Senior Statutory Auditor)

for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants & Statutory Auditors

Glasgow

3 March 2026

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	167

Consolidated Income Statement

for the year ended 31 December 2025

		Year ended 31 December 2025			Year ended 31 December 2024
		Adjusted results	Adjusting items (note 6 )	Statutory results	Adjusted results	Adjusting items (note 6 )	Statutory results
	Note	£m	£m	£m	£m	£m	£m
Continuing operations
Revenue	4	2,564.5	–	2,564.5	2,505.6	–	2,505.6
Continuing operations
Operating profit before share of results of joint ventures		515.9	(81.7)	434.2	470.2	(81.1)	389.1
Share of results of joint ventures	16	1.7	–	1.7	1.9	–	1.9
Operating profit		517.6	(81.7)	435.9	472.1	(81.1)	391.0
Finance costs	7	(85.9)	–	(85.9)	(65.9)	–	(65.9)
Finance income	7	15.6	–	15.6	22.0	–	22.0
Profit before tax from continuing operations		447.3	(81.7)	365.6	428.2	(81.1)	347.1
Tax (expense) credit	8	(127.1)	9.1	(118.0)	(118.6)	86.9	(31.7)
Profit for the year from continuing operations		320.2	(72.6)	247.6	309.6	5.8	315.4
Loss for the year from discontinued operations	9	–	–	–	–	(2.9)	(2.9)
Profit (loss) for the year		320.2	(72.6)	247.6	309.6	2.9	312.5
Attributable to:
Equity holders of the Company		319.5	(72.6)	246.9	309.3	2.9	312.2
Non-controlling interests		0.7	–	0.7	0.3	–	0.3
		320.2	(72.6)	247.6	309.6	2.9	312.5
Earnings per share	10
Basic – total operations				95.7p			121.1p
Basic – continuing operations		123.8p		95.7p	120.0p		122.2p
Diluted – total operations				95.1p			120.3p
Diluted – continuing operations		123.0p		95.1p	119.2p		121.4p

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	168

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2025

		Year ended	Year ended
		31 December 2025	31 December 2024
	Note	£m	£m
Profit for the year		247.6	312.5
Other comprehensive income (expense)
Gains taken to equity on cash flow hedges		0.2	0.8
(Cost) gain of hedging taken to equity on fair value hedges		(0.2)	0.5
Exchange losses on translation of foreign operations		(73.8)	(48.7)
Reclassification of foreign currency translation reserve on deconsolidation of US subsidiary		(5.2)	–
Exchange losses on net investment hedges		–	(12.2)
Reclassification adjustments on cash flow hedges		(1.2)	(0.1)
Reclassification adjustments on fair value hedges		0.1	0.3
Tax credit (charge) relating to above items	8	0.3	(0.4)
Items that are or may be reclassified to profit or loss in subsequent periods		(79.8)	(59.8)
Other comprehensive (expense) income not to be reclassified to profit or loss in subsequent periods
Remeasurements on defined benefit plans	24	(3.6)	4.9
Tax credit (charge) relating to above item	8	0.3	(1.1)
Items that will not be reclassified to profit or loss in subsequent periods		(3.3)	3.8
Net other comprehensive expense		(83.1)	(56.0)
Total net comprehensive income for the year		164.5	256.5
Attributable to:
Equity holders of the Company		163.3	256.4
Non-controlling interests		1.2	0.1
		164.5	256.5
Total net comprehensive income for the year attributable to equity holders of the Company
Continuing operations		163.3	259.3
Discontinued operations	9	–	(2.9)
		163.3	256.4

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	169

Consolidated Balance Sheet

at 31 December 2025

		31 December 2025	31 December 2024
	Note	£m	£m
ASSETS
Non-current assets
Property, plant & equipment	12	533.7	498.5
Intangible assets	13	1,977.9	1,270.3
Investments in joint ventures	16	15.0	12.8
Equity investment	30	14.8	–
Deferred tax assets	23	165.9	192.7
Other receivables	18	41.0	44.3
Retirement benefit plan assets	24	29.3	32.6
Total non-current assets		2,777.6	2,051.2
Current assets
Inventories	17	647.4	580.1
Trade & other receivables	18	554.9	546.7
Derivative financial instruments	30	4.8	10.7
Income tax receivable		45.8	39.9
Cash & short-term deposits	19	509.0	556.4
Total current assets		1,761.9	1,733.8
Total assets		4,539.5	3,785.0
LIABILITIES
Current liabilities
Interest-bearing loans & borrowings	20	123.7	55.2
Trade & other payables	21	649.1	618.7
Derivative financial instruments	30	4.6	10.1
Income tax payable		15.4	14.5
Provisions	22	67.7	48.3
Total current liabilities		860.5	746.8

		31 December 2025	31 December 2024
	Note	£m	£m
Non-current liabilities
Interest-bearing loans & borrowings	20	1,658.9	1,035.8
Other payables	21	1.5	–
Provisions	22	17.4	77.7
Deferred tax liabilities	23	67.3	47.8
Retirement benefit plan deficits	24	18.8	23.3
Total non-current liabilities		1,763.9	1,184.6
Total liabilities		2,624.4	1,931.4
NET ASSETS		1,915.1	1,853.6
CAPITAL & RESERVES
Share capital	25	32.5	32.5
Share premium		582.3	582.3
Merger reserve	25	332.6	332.6
Treasury shares	25	(32.9)	(37.3)
Capital redemption reserve	25	0.5	0.5
Foreign currency translation reserve	25	(378.9)	(299.4)
Hedge accounting reserve	25	1.7	2.5
Retained earnings		1,367.5	1,230.7
Equity attributable to owners of the Company		1,905.3	1,844.4
Non-controlling interests		9.8	9.2
TOTAL EQUITY		1,915.1	1,853.6

The financial statements were approved by the Board of Directors and authorised

for issue on 3 March 2026. The financial statements also comprise the notes on

pages 173 to 237.

Jon Stanton Director	Brian Puffer Director

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	170

Consolidated Cash Flow Statement

for the year ended 31 December 2025

		Year ended	Year ended
		31 December 2025	31 December 2024
	Note	£m	£m
Total operations
Cash flows from operating activities	26
Adjusted operating cash flow		566.0	591.1
Exceptional and other adjusting cash items		(48.6)	(30.7)
Income tax paid		(132.0)	(110.5)
Net cash generated from operating activities		385.4	449.9
Cash flows from investing activities
Acquisitions of subsidiaries, net of cash acquired	26	(760.5)	(1.0)
Deconsolidation of US subsidiary, net of cash disposed	6,26	(36.6)	–
Purchase of equity investment		(14.8)	–
Purchases of property, plant & equipment		(60.0)	(67.4)
Purchases of intangible assets		(5.2)	(5.1)
Other proceeds from sale of property, plant & equipment and intangible assets		13.8	3.2
Disposals of discontinued operations, net of cash disposed and disposal costs	9,26	–	(1.8)
Interest received		9.8	19.3
Net cash used in investing activities		(853.5)	(52.8)

		Year ended	Year ended
		31 December 2025	31 December 2024
	Note	£m	£m
Cash flows from financing activities
Proceeds from borrowings		1,619.0	55.6
Repayments of borrowings		(908.9)	(155.3)
Lease payments		(29.3)	(24.8)
Settlement of derivative financial instruments		(13.4)	(1.7)
Interest paid		(72.0)	(61.9)
Dividends paid to equity holders of the Company	11	(107.6)	(99.8)
Dividends paid to non-controlling interests		(0.6)	(0.8)
Purchase of shares for employee share plans		(10.0)	(13.2)
Net cash generated from (used in) financing activities		477.2	(301.9)
Net increase in cash & cash equivalents		9.1	95.2
Cash & cash equivalents at the beginning of the year		526.9	447.4
Foreign currency translation differences		(28.3)	(15.7)
Cash & cash equivalents at the end of the year	19	507.7	526.9

The cash flows from discontinued operations included above are disclosed

separately in note 9.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	171

Consolidated Statement of Changes in Equity

for the year ended 31 December 2025

	Share capital	Share premium	Merger reserve	Treasury shares	Capital redemption reserve	Foreign currency translation reserve	Hedge accounting reserve	Retained earnings	Attributable to equity holders of the Company	Non- controlling interests	Total equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	32.5	582.3	332.6	(29.0)	0.5	(238.7)	1.4	1,008.2	1,689.8	9.9	1,699.7
Profit for the year	–	–	–	–	–	–	–	312.2	312.2	0.3	312.5
Gains taken to equity on cash flow hedges	–	–	–	–	–	–	0.8	–	0.8	–	0.8
Gain of hedging taken to equity on fair value hedges	–	–	–	–	–	–	0.5	–	0.5	–	0.5
Exchange losses on translation of foreign operations	–	–	–	–	–	(48.5)	–	–	(48.5)	(0.2)	(48.7)
Exchange losses on net investment hedges	–	–	–	–	–	(12.2)	–	–	(12.2)	–	(12.2)
Reclassification adjustments on cash flow hedges	–	–	–	–	–	–	(0.1)	–	(0.1)	–	(0.1)
Reclassification adjustments on fair value hedges	–	–	–	–	–	–	0.3	–	0.3	–	0.3
Remeasurements on defined benefit plans	–	–	–	–	–	–	–	4.9	4.9	–	4.9
Tax charge relating to above items	–	–	–	–	–	–	(0.4)	(1.1)	(1.5)	–	(1.5)
Total net comprehensive (expense) income for the period	–	–	–	–	–	(60.7)	1.1	316.0	256.4	0.1	256.5
Cost of share-based payments inclusive of tax credit	–	–	–	–	–	–	–	11.2	11.2	–	11.2
Dividends	–	–	–	–	–	–	–	(99.8)	(99.8)	–	(99.8)
Purchase of shares for employee share plans	–	–	–	(13.2)	–	–	–	–	(13.2)	–	(13.2)
Dividends paid to non- controlling interests	–	–	–	–	–	–	–	–	–	(0.8)	(0.8)
Exercise of share-based payments	–	–	–	4.9	–	–	–	(4.9)	–	–	–
At 31 December 2024	32.5	582.3	332.6	(37.3)	0.5	(299.4)	2.5	1,230.7	1,844.4	9.2	1,853.6

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	172

Consolidated Statement of Changes in Equity

for the year ended 31 December 2025 continued

	Share capital	Share premium	Merger reserve	Treasury shares	Capital redemption reserve	Foreign currency translation reserve	Hedge accounting reserve	Retained earnings	Attributable to equity holders of the Company	Non- controlling interests	Total equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2025	32.5	582.3	332.6	(37.3)	0.5	(299.4)	2.5	1,230.7	1,844.4	9.2	1,853.6
Profit for the year	–	–	–	–	–	–	–	246.9	246.9	0.7	247.6
Gains taken to equity on cash flow hedges	–	–	–	–	–	–	0.2	–	0.2	–	0.2
Cost of hedging taken to equity on fair value hedges	–	–	–	–	–	–	(0.2)	–	(0.2)	–	(0.2)
Exchange (losses) gains on translation of foreign operations	–	–	–	–	–	(74.3)	–	–	(74.3)	0.5	(73.8)
Reclassification of foreign currency translation reserve on deconsolidation of US subsidiary	–	–	–	–	–	(5.2)	–	–	(5.2)	–	(5.2)
Reclassification adjustments on cash flow hedges	–	–	–	–	–	–	(1.2)	–	(1.2)	–	(1.2)
Reclassification adjustments on fair value hedges	–	–	–	–	–	–	0.1	–	0.1	–	0.1
Remeasurements on defined benefit plans	–	–	–	–	–	–	–	(3.6)	(3.6)	–	(3.6)
Tax credit relating to above items	–	–	–	–	–	–	0.3	0.3	0.6	–	0.6
Total net comprehensive (expense) income for the year	–	–	–	–	–	(79.5)	(0.8)	243.6	163.3	1.2	164.5
Cost of share-based payments inclusive of tax credit	–	–	–	–	–	–	–	14.6	14.6	–	14.6
Dividends	–	–	–	–	–	–	–	(107.6)	(107.6)	–	(107.6)
Purchase of shares for employee share plans	–	–	–	(10.0)	–	–	–	–	(10.0)	–	(10.0)
Dividends paid to non- controlling interests	–	–	–	–	–	–	–	–	–	(0.6)	(0.6)
Exercise of share-based payments	–	–	–	14.4	–	–	–	(13.8)	0.6	–	0.6
At 31 December 2025	32.5	582.3	332.6	(32.9)	0.5	(378.9)	1.7	1,367.5	1,905.3	9.8	1,915.1

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	173

Notes to the Group Financial Statements

1. Authorisation of financial statements and statement of

compliance

The Consolidated Financial Statements of The Weir Group PLC (the ‘Company’) and

its subsidiaries (together, the ‘Group’) for the year ended 31 December 2025 (‘2025’)

were approved and authorised for issue in accordance with a resolution of the

Directors on 3 March 2026. The comparative information is presented for the year

ended 31 December 2024 (‘2024’).

The Consolidated Financial Statements of The Weir Group PLC have been prepared

in accordance with UK-adopted International Accounting Standards and with the

requirements of the Companies Act 2006 as applicable to those companies

reporting under those standards.

The Weir Group PLC is a public limited company, limited by shares, incorporated in

Scotland, United Kingdom and is listed on the London Stock Exchange. The principal

activities of the Group are described in note 4.

2. Accounting policies

Material accounting policies

The Group’s material accounting policies are set out on pages 176 to 184. These

accounting policies have been applied consistently to all periods presented in these

Consolidated Financial Statements.

Basis of preparation

These financial statements are presented in Sterling. All values are rounded to the

nearest 0.1 million pounds (£m) except where otherwise indicated.

The financial statements are also prepared on a historic cost basis except where

measured at fair value as outlined in the accounting policies.

Going concern

The Directors have a reasonable expectation that the Group has adequate

resources to continue to operate for a period of at least 12 months from the date of

approval of the financial statements. For this reason, they continue to adopt the

going concern basis of preparing the financial statements. In forming this view, the

Directors have reviewed the Group's budget and sensitivity analysis as discussed

further in the Directors' report on pages 151 to 155.

Basis of consolidation

The Consolidated Financial Statements include the results, cash flows and assets

and liabilities of The Weir Group PLC and its subsidiaries, and the Group’s share of

results of its joint venture. For consolidation purposes, subsidiaries and joint ventures

prepare financial information for the same reporting period as the Company using

consistent accounting policies.

A subsidiary is an entity controlled, either directly or indirectly, by the Company,

where control is achieved when the Group is exposed, or has rights, to variable

returns from its involvement with the investee and has the ability to affect those

returns through its power over the investee. The results of a subsidiary acquired

during the period are included in the Group’s results from the effective date on

which control is transferred to the Group. The results of a subsidiary are

deconsolidated from the Group's results from the effective date on which control

has been lost or the subsidiary has been sold. All intra-group transactions, balances,

income and expenses are eliminated on consolidation.

Non-controlling interests represent the portion of profit or loss and net assets in

subsidiaries that are not held by the Group and are presented within equity in the

Consolidated Balance Sheet, separately from the equity attributable to owners of

the Company.

A full list of the Company’s related undertakings can be found on pages 251 to 262.

New accounting standards, amendments and interpretations

The accounting policies that follow are consistent with those of the previous period,

with the exception of the following standards, amendments and interpretations,

which are effective for the year ended 31 December 2025:

– Amendments to IAS 21 - Lack of exchangeability.

The amendments listed above are not considered to have a material impact on the

Consolidated Financial Statements of the Group.

The following new accounting standards and interpretations have been published

but are not mandatory for 31 December 2025:

– IFRS18 Presentation and disclosure in the financial statements;

– Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and

measurement of financial instruments;

– Amendment to IFRS 9 and IFRS 7 - Contracts referencing nature-dependent

electricity; and

– Amendment to IAS 21 - Translation to hyperinflationary presentation currency.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	174

Notes to the Group Financial Statements

continued

These amendments have not been early adopted by the Group. The impact

assessment is ongoing, however it is expected that IFRS 18 will have a significant

impact on the presentation of the financial statements. The new accounting

standard does not impact the recognition and measurement of the financial

statements, however, it will significantly alter the income statement and related

disclosures. The Group is currently considering the requirements of the new

standard and the implications for the financial statements. The initial view is that the

following areas may be impacted:

– The line items presented in the income statement may change as a result of

revised aggregation and disaggregation of information. This will also impact the

disclosures in related notes.

– The presentation of the income statement.

– There will also be significant new disclosures for Management Performance

Measures (MPM) and a breakdown of the nature of expenses for line items

presented in the income statement. This disclosure will be dependent on the

method of disclosure in the income statement.

– For the first annual period of application of IFRS 18 a reconciliation will be provided

between the amounts previously presented under IAS 1 and the revised

presentation under IFRS 18.

– Goodwill will be disaggregated from intangible assets on the face of the Balance

Sheet.

From initial review, the amendments to IFRS 9, IFRS 7 and IAS 21 are not expected to

have a material impact on the Group in the current or future reporting periods.

Climate change

Climate change is considered to be a key element of our overall sustainability

strategy. As well as considering the impact of climate change across our business

model, the Directors have considered the impact on the financial statements in

accordance with the Task Force on Climate-related Financial Disclosures (TCFD)

recommendations. Climate change is not considered to have a material impact on

the financial reporting judgements and estimates arising from our considerations.

Overall, sustainability is recognised in the market as a growth driver for Weir and a

key part of our investment case. This is consistent with our assessment that climate

change is not expected to have a detrimental impact on the viability of the Group in

the medium-term. Specifically, we note the following.

– The impact of climate change has been included in the modelling to assess the

viability and going concern status of the Group, both in terms of the preparation

of our Strategic Plan, which underpins our viability statement modelling, and the

modelling of our severe, but plausible downside scenarios;

– Our assessment of the carrying value of goodwill and intangible assets included

consideration of scenario analysis of potential climate change on our end-markets

and this did not introduce a set of circumstances that were considered could

reasonably lead to an impairment;

– The impact on the carrying value and useful lives of tangible assets has been

considered, and while we continue to invest in projects to reduce our carbon

impact, the impact is not considered to be material on our existing asset base;

– In June 2023, the Group successfully completed the issuance of five-year £300m

Sustainability-Linked Notes. The cost of meeting our linked targets in 2026 has

been considered within the above modelling and the impact is not material.

Further detail on our science-based targets and performance against them is

included in the Emissions Strategy in the Strategic report.

Prior year restatement

Geographic regions

Following a review of the geographic regions reported by the Group, an update has

been made to align the allocation of countries to the World Bank view of global

regions and the Group's internal management regions. As a result, reallocations

have been made from Asia Pacific to Europe, which is now disclosed as Europe and

Central Asia. Australasia has been combined with Asia Pacific with the exception of

Australia. In addition, a review of centrally held goodwill balances resulted in a

change to what was reported as UK-based to better align with the underlying

businesses. The presentation of the geographical information in note 4 has been

amended as shown in the table below. This change relates to presentation only and

has no impact on the results or assets of the Group.

	Revenue		Non-current assets
	2024 as previously reported	2024 restated	2024 as previously reported	2024 restated
	£m	£m	£m	£m
UK	–	–	299.4	27.6
US	–	–	697.9	883.4
Canada	–	–	155.5	150.5
Asia Pacific	306.3	281.3	204.2	240.3
Australia	–	401.6	–	187.5
Australasia	437.5	–	198.2	–
Middle East & Africa	–	–	103.5	167.0
Europe & Central Asia	107.2	168.1	53.4	55.8

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	175

Notes to the Group Financial Statements

continued

Reclassifications of expenditure

Following a review of account code mapping, certain reallocations have been made

between cost of sales, selling & distribution costs and administrative expenses.

There has been no change to the overall operating profit. Note 5 has been restated

for the year ended 31 December 2024. The reallocations resulted in an increase in

cost of sales of £7.9m, an increase of £31.4m in selling & distribution costs and a

corresponding decrease of £39.3m in administrative expenses.

Use of estimates and judgements

The Group’s material accounting policy information is set out below. The preparation

of the Consolidated Financial Statements, in conformity with IFRS, requires

management to make judgements that affect the application of accounting policies

and estimates that impact the reported amounts of assets, liabilities, income and

expense.

Management bases these judgements on a combination of past experience,

professional expert advice and other evidence that is relevant to each individual

circumstance. Actual results may differ from these judgements and the resulting

estimates, which are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the year in which the estimate is revised.

Areas requiring significant judgement in the current year, and on a recurring basis,

are presented to the Audit Committee, as summarised on pages 121 to 126.

Critical judgements and estimates

The areas where management considers critical judgements and estimates to be

required, which are areas more likely to be materially adjusted within the next 12

months due to inherent uncertainty regarding estimates and assumptions, are

those in respect of the following:

Retirement benefits (estimate)

The assumptions underlying the valuation of retirement benefit assets and liabilities

include discount rates, inflation rates and mortality assumptions, which are based on

actuarial advice. Changes in these assumptions could have a material impact on the

measurement of the Group’s retirement benefit obligations. Sensitivities to changes

in key assumptions are provided in note 24.

Provisions (judgement/estimate)

Management judgement is used to determine when a provision is recognised,

taking into account the commercial drivers that gave rise to it, the Group’s previous

experience of similar obligations and the progress of any associated legal

proceedings. The calculation of provisions typically involves management estimates

of associated cash flows and discount rates. The key provision, which required a

greater degree of management judgement and estimate, was the US asbestos

provision and associated insurance asset. This judgement was required up to the

point of deconsolidation, details of which are included in note 22.

Deferred taxation (judgement/estimate)

The level of current and deferred tax recognised in the financial statements is

dependent on subjective judgements as to the interpretation of complex

international tax regulations and, in some cases, the outcome of decisions by tax

authorities in various jurisdictions around the world, together with the ability of the

Group to utilise tax attributes within the time limits imposed by the relevant tax

legislation. The value of the recognised US deferred tax asset in relation to US tax

attributes is based on expected future US taxable profits with reference to the

Group's ten-year forecast period and assumptions over the intended use of these

tax attributes during this period. The application of this model and its underlying

assumptions may result in future changes to the deferred tax asset recognised.

Please refer to note 23 for further detail.

Other estimates

Taxation (estimate)

The Group faces a variety of tax risks, which result from operating in a complex

global environment, including the ongoing reform of both international and

domestic tax rules in some of the Group’s larger markets and the challenge to fulfil

ongoing tax compliance filing and transfer pricing obligations given the scale and

diversity of the Group’s global operations.

The Group makes provision for open tax issues where it is probable that an exposure

will arise including, in a number of jurisdictions, transfer pricing positions, which are

by nature complex and can take a number of years to resolve. In all cases, provisions

are based on management’s interpretation of tax law in each country, as supported

where appropriate by discussion and analysis undertaken by the Group’s external

advisers, and reflect the single best estimate of the likely outcome or the expected

value for each liability. Provisions for uncertain tax positions are included in current

tax liabilities and total £4.7m at 31 December 2025 (2024: £5.1m).

The Group believes it has made adequate provision for such matters, although it is

possible that amounts ultimately paid will be different from the amounts provided,

but not materially within the next 12 months.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	176

Notes to the Group Financial Statements

continued

Accounting policies

Adjusting items

In order to provide the users of the Consolidated Financial Statements with a more

relevant presentation of the Group’s performance, statutory results for each year

have been analysed between:

– adjusted results; and

– the effect of adjusting items.

The principal adjusting items are summarised below. These specific items are

presented on the face of the Consolidated Income Statement, along with the

related adjusting items' taxation, to provide greater clarity and a better

understanding of the impact of these items on the Group’s financial performance. In

doing so, it also facilitates greater comparison of the Group’s underlying results with

prior years and assessment of trends in financial performance. This split is consistent

with how business performance is measured internally. Adjusted results and

adjusting items are discussed in more detail in note 3.

Intangibles amortisation

Intangibles amortisation is expensed in line with the other intangible assets policy,

with separate disclosure provided to allow visibility of the impact of intangible assets

recognised via acquisition, which primarily relate to items that would not normally

be capitalised unless identified as part of an acquisition opening balance sheet. The

ongoing costs associated with these assets are expensed.

Exceptional items

Exceptional items are items of income and expense which, because of the nature,

size and/or infrequency of the events giving rise to them, merit separate

presentation. Exceptional items may include, but are not restricted to: profits or

losses arising on disposal or closure of businesses; the cost of significant business

restructuring; significant impairments of intangible or tangible assets; adjustments

to the fair value of acquisition-related items such as contingent consideration and

inventory; and acquisitions and other items deemed exceptional due to their

significance, size or nature. On acquisition of a business, the Group records

inventories at fair value. As this inventory is sold, the unwind of the fair value uplift is

recognised as an exceptional item given this is not representative of the underlying

performance of the acquired business.

Other adjusting items

Other adjusting items are those that do not relate to the Group’s current ongoing

trading and, due to their nature, are treated as adjusting items. For example, these

may include, but are not restricted to, past service costs related to pension liabilities.

This also included movements in the provision for asbestos-related claims or the

associated insurance assets and associated costs, which related to the Flow Control

Division that was sold in 2019, but the provision remained with the Group until 28

July 2025, when the US-based subsidiary that held the provision was placed into

Chapter 11 bankruptcy.

Further analysis of the items included in the column ‘Adjusting items’ in the

Consolidated Income Statement is provided in notes 5 and 6 to the financial

statements.

Discontinued operations

In compliance with IFRS 5 ‘Non-current assets held for sale and discontinued

operations’, when it is known that a significant component of the Group will be held

for sale or disposed of, the results are disclosed within one line in the Consolidated

Income Statement, with the comparative periods also restated. In the Consolidated

Balance Sheet, the assets and liabilities of the component, in the current period only,

are reported as current assets/liabilities held for sale.

As a discontinued operation, the component is measured at the lower of its carrying

amount and fair value less costs to sell. At the time of disposal, the foreign currency

translation reserve will be recycled to the Consolidated Income Statement and

included in the gain or loss on disposal.

Business combinations

The Group applies the acquisition method in accounting for business combinations.

The consideration transferred by the Group to obtain control of a subsidiary is the

sum of the fair values of assets transferred, liabilities incurred and the equity

interests issued by the Group, which includes the fair value of any asset or liability

arising from a contingent consideration arrangement. Any goodwill arising from the

business combination is accounted for in line with the goodwill policy below.

Acquisition costs are expensed as incurred.

On the acquisition of a business, management assesses: (i) the Purchase Price

Allocation (PPA) in order to attribute fair values to separately identifiable intangible

assets providing they meet the recognition criteria; and (ii) the fair values of other

assets and liabilities. The fair values of these intangible assets are dependent on

estimates of attributable future revenues, margins and cash flows, as well as

appropriate discount rates. In addition, the allocation of useful lives to acquired

intangible assets requires the application of judgement based on available

information and management expectations at the time of recognition. The valuation

of other tangible assets and liabilities involves aligning accounting policies with

those of the Group, reflecting appropriate external market valuations for property,

plant and equipment, assessing recoverability of receivables and inventory, and

exposures to unrecorded liabilities.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	177

Notes to the Group Financial Statements

continued

Joint venture

The Group has a long-term contractual arrangement with another party, which

represents a joint venture. The Group’s interests in the results and assets and

liabilities of its joint venture are accounted for using the equity method.

This investment is carried in the Consolidated Balance Sheet at cost plus post-

acquisition changes in the Group’s share of net assets less any impairment in value.

The Consolidated Income Statement reflects the share of results of operations of

the investment after tax. Where there has been a change recognised directly in the

investee’s equity, the Group recognises its share of any changes and discloses this

when applicable in the Consolidated Statement of Comprehensive Income.

Any goodwill arising on the acquisition of a joint venture, representing the excess of

the cost of the investment over the Group’s share of the net fair value of the joint

venture’s identifiable assets, liabilities and contingent liabilities, is included in the

carrying amount of the joint venture and is not amortised. To the extent that the net

fair value of the joint venture’s identifiable assets, liabilities and contingent liabilities

is greater than the cost of the investment, a gain is recognised and added to the

Group’s share of the joint venture’s profit or loss in the year in which the investment

is acquired.

Equity investment

The Group holds a non-controlling equity stake in an unquoted company. The

holding is classified as a financial asset and is measured at fair value with

subsequent changes in fair value recognised in profit or loss. The Group has utilised

the provision in IFRS 9 which allows, in limited circumstances, to use cost as an

appropriate estimate of fair value. Cost has been determined to represent the best

estimate of fair value given the lack of external market data, the relative infancy of

the business acquired and the wide range of potential fair values that might be

reached in a valuation exercise.

The financial asset is recognised in the Group’s balance sheet as a non-current

asset as there is no intention to sell the asset within 12 months. Dividends from the

investment are recognised in profit or loss.

Foreign currency translation

The financial statements for each of the Group’s subsidiaries and joint ventures are

prepared using their functional currency. The functional currency is the currency of

the primary economic environment in which an entity operates.

At the entity level, transactions denominated in foreign currencies are translated into

the entity’s functional currency at the exchange rate ruling on the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are

retranslated at the exchange rate ruling on the balance sheet date. Currency

translation differences are recognised in the Consolidated Income Statement

except when hedge accounting is applied and for differences on monetary assets

and liabilities that form part of the Group’s net investment in a foreign operation.

These are recognised in other comprehensive income until the disposal of the net

investment, at which time they are recognised in profit or loss.

On consolidation, the results of foreign operations are translated into Sterling at the

average exchange rate for the year and their assets and liabilities are translated into

Sterling at the exchange rate ruling on the balance sheet date. Currency translation

differences, including those on monetary items that form part of a net investment in

a foreign operation, are recognised in the foreign currency translation reserve and in

other comprehensive income.

In the event that a foreign operation is sold, the gain or loss on disposal recognised

in the Consolidated Income Statement is determined after taking into account the

cumulative currency translation differences that are attributable to the operation. As

permitted by IFRS 1, the Group elected to deem cumulative currency translation

differences to be £nil as at 27 December 2003. Accordingly, the gain or loss on

disposal of a foreign operation does not include currency translation differences

arising before that date.

In the Consolidated Cash Flow Statement, the cash flows of foreign operations are

translated into Sterling at the average exchange rate for the year.

Revenue recognition

Revenue is the consideration the Group expects to receive from customers in

exchange for goods and services. Revenue is recognised in the Consolidated

Income Statement when control of goods and services is transferred to the

customer. Transfer of control is deemed to be over time where the following criteria

are met:

– The customer concurrently receives and consumes the benefits from the Group’s

performance;

– The Group’s performance creates or enhances a customer-controlled asset; or

– The Group’s performance does not create an asset with an alternative use and the

Group has a right to payment for performance completed to date.

Where the above criteria are not met, then revenue is recognised at a point in time

when control is transferred to the customer.

Revenue is shown net of sales taxes, discounts and after eliminating sales within the

Group. No revenue is recognised where recovery of the consideration is not

probable or there are significant uncertainties regarding associated costs, or the

possible return of goods. Variable consideration is recognised only if it is highly

probable that there will not be a significant revenue reversal. The consideration is an

estimation based on the terms of the contract and other available information.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	178

Notes to the Group Financial Statements

continued

Liquidated damages can result in variable consideration and will only be recognised

as a deduction from revenue where there is a history of recurring liquidated

damages, for example, for the same customer or product line with the value of the

reduction being the most likely amount from a range of possible outcomes. The

adjustment to revenue will be monitored throughout the contract and adjusted as

liquidated damages become more or less likely. Volume discounts are deducted

from revenue based on the most reliable estimates of volumes to be purchased.

The timing of payment from customers is generally aligned to revenue recognition,

subject to agreed payment terms usually in line with industry standards. Certain

contracts may include milestone payments, which do not necessarily align to

revenue recognition: a contract asset is recorded where revenue is recognised in

advance of customer invoicing, and a contract liability is recognised where cash is

received in advance of revenue recognition.

Sale of goods

This policy is applicable to the sale of both original equipment and spare parts

whether sold individually, in bulk or as part of a cross-selling marketing strategy.

Contracts for the provision of both original equipment and spare parts, and where

required services, are combined if one or more of the following is met:

– The contract achieves a single commercial objective and is negotiated as a

package;

– The price or performance of one contract influences the amount of consideration

to be paid in the other contract; or

– The goods or services in the separate contracts represent a single performance

obligation.

Each cross-selling contract is reviewed to identify the performance obligations in relation

to original equipment and spare parts with them only being combined if they are not

capable of being distinct and are not distinct in the context of the contract.

Revenue from the sale of goods is recognised in line with incoterms, which in the

majority of transactions is at the point of despatch. This reflects when the customer

obtains control of the product and can determine its future use and location.

Where the sale of product requires customer inspection, this is deemed to be part

of the main performance obligation so revenue is not recognised until the

inspection has been completed and approved by the customer. In instances where

commissioning is provided, the transfer of control for the sale of goods is at the

point of despatch where commissioning is a separate performance obligation or

once commissioning is complete where combined in the sale of goods

performance obligation. A separate performance obligation for commissioning is

identified where a customer could obtain the same service from a third-party

supplier with revenue in respect of commissioning being recognised once the

commissioning is complete.

Provision of services

The revenue recognition of provision of services is dependent on the nature of the

contracts. Shorter-term contracts tend to be for ‘one-off’ service provision, which

means the customer only consumes the benefit from the Group’s performance

when the work is complete. Revenue is, therefore, recognised at a point in time for

such contracts. For other contracts, revenue from the rendering of services is

generally recognised over time where the customer concurrently receives and

consumes a benefit from the Group’s performance over the period of the contract

duration. Revenue from services is recognised in proportion to the stage of

completion of the performance obligations at the balance sheet date. The stage of

completion is assessed by reference to the transfer of control over time, which

usually corresponds to the contractual agreement with each separate customer

and the costs incurred on the contract to date in comparison with the total forecast

costs of the contract.

Subscription services

Revenue for subscription services and annual licences is recognised over the life of

the subscription or licence due to the requirement to provide support throughout

the subscription period to ensure functionality and the annual nature of the licence.

Construction contracts

Revenue for construction contracts is recognised over time as the contracts usually

contain discrete elements separately transferring control to customers over the life

of the contract and the Group’s performance does not create an asset with an

alternative use.

The stage of completion of a contract is determined either by reference to the

proportion that contract costs incurred for work performed to date bear to the

estimated total contract costs, or by reference to the completion of a physical

proportion of the contract work. Both these methods are faithful depictions of the

transfer of control given the Group has a right to payment for performance

completed to date. The basis used is dependent upon the nature of the underlying

contract. For instances where the work is subject to formal customer acceptance

procedures, revenue will only be recognised once the customer review has been

completed and approved by the customer as this is the point both parties are in

agreement that control has been transferred in line with contract terms. Losses on

contracts are recognised in the year when such losses become probable.

Property, plant & equipment

Property, plant and equipment comprises owned assets and right-of-use assets

that do not meet the definition of investment property.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	179

Notes to the Group Financial Statements

continued

Owned assets

Owned property, plant and equipment is stated at cost less accumulated

depreciation and any recognised impairment losses. Freehold land and assets

under construction are not depreciated. Depreciation of property, plant and

equipment is provided on a straight-line basis so as to charge the cost less residual

value to the Consolidated Income Statement over the expected useful life of the

asset concerned, and is in the following ranges:

Freehold buildings, long leasehold land and buildings10–40 years

Plant and equipment  3–20 years

Right-of-use assets and lease liabilities

At inception of a contract, the Group assesses whether the contract is, or contains, a

lease. A contract is, or contains, a lease if the contract conveys the right to control

the use of an identified asset for a period of time in exchange for consideration. To

assess whether a contract conveys the right to control the use of an identified asset,

the Group assesses whether it has both the right to obtain substantially all of the

economic benefits from use of the identified asset and the right to direct the use of

the identified asset throughout the period of use.

The Group recognises a lease liability and right-of-use asset at the lease

commencement date. The lease liability is initially measured as the present value of

the lease payments that are not paid at the commencement date, discounted using

the interest rate implicit in the lease, or where the interest rate implicit in the lease

cannot be readily determined, the Group’s incremental borrowing rate. Generally,

the Group uses its incremental borrowing rate as the discount rate. The Group’s

incremental borrowing rate is calculated by taking the government borrowing rate

in any given currency and adding the estimated Group credit spreads for a variety

of tenors. An interpolation is performed annually to obtain one rate for each of the

major lease currencies based on the weighted average life of the lease book.

Lease payments consist of the following components:

– fixed payments, including in-substance fixed payments, less any lease incentives

receivable;

– variable lease payments that depend on an index or a rate;

– amounts expected to be payable by the lessee under residual value guarantees;

– the exercise price of a purchase option (if the lessee is reasonably certain to

exercise that option); and

– payments of penalties for terminating the lease (if the lease term reflects the

lessee exercising the option to terminate the lease).

The right-of-use asset is measured as equal to the lease liability and adjusted for:

– lease payments made to the lessor at or before the commencement date;

– lease incentives received;

– initial direct costs associated with the lease; and

– an initial estimate of restoration costs.

The right-of-use asset is depreciated using the straight-line method over the lease

term. In addition, the right-of-use asset is periodically reduced by any impairment

losses.

The Group has adopted the exemption available for short-term leases, with

payments being recognised on a straight-line basis over the lease term. Short-term

leases are defined as leases with a lease term of 12 months or less.

The Group has adopted the exemption available for low value assets, with payments

being recognised on a straight-line basis over the lease term. Leases relating to

laptops, desktop computers, mobile phones, photocopiers, printers and other office

equipment, where the asset value is less than £3,500, or the local currency

equivalent, have been treated as low value. Where the lease contract meets both

short-term and low value exemptions, the annual cost of the lease is reported within

expenses relating to short-term leases.

For each lease, the lease term has been calculated as the non-cancellable period of

the lease contract, except where the Group is reasonably certain that it will exercise

contractual extension options. In assessing whether a lessee is reasonably certain to

exercise an option to extend a lease, or not to exercise an option to terminate a

lease, the Group shall consider all relevant facts and circumstances that create an

economic incentive for the lessee to exercise the option to extend the lease, or not

to exercise the option to terminate the lease. In certain circumstances, the Group will

refer to the five-year Strategic Plan period as an appropriate period to consider

whether the ‘reasonably certain’ criteria are met.

Goodwill

Goodwill arises on the acquisition of businesses and represents any excess of the

cost of the acquired entity over the Group’s interest in the fair value of the entity’s

identifiable assets, liabilities and contingent liabilities determined at the date of

acquisition. Acquisition costs are recognised in the Consolidated Income Statement

in the year in which they are incurred. Goodwill in respect of an acquired business is

recognised as an intangible asset. Goodwill is carried at cost less any recognised

impairment losses and is tested at least annually or where there are indicators of

impairment.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	180

Notes to the Group Financial Statements

continued

The carrying amount of goodwill allocated to a cash generating unit is taken into

account when determining the gain or loss on disposal of the unit.

An assessment of probable contingent consideration is recognised at the date of

acquisition or disposal. For acquisitions, subsequent changes to the fair value of the

contingent consideration are adjusted against the cost of acquisition where they

qualify as measurement period adjustments. The measurement period is the period

from the date of acquisition to the date that the Group obtains complete

information about facts and circumstances that existed as of the acquisition date,

and is subject to a maximum of one year. If the change does not qualify as a

measurement period adjustment, it is reflected in the Consolidated Income

Statement as an adjusting item. For disposals, any subsequent change in contingent

consideration is adjusted against the disposal proceeds and the gain or loss on

disposal.

Other intangible assets

Intangible assets acquired separately are measured at cost on initial recognition. An

intangible resource acquired in a business combination is recognised as an

intangible asset if it is separable from the acquired business or arises from

contractual or legal rights and it is expected to generate future economic benefits.

An intangible asset with a finite life is amortised on a straight-line basis so as to

charge its cost, which in respect of an acquired intangible asset represents its fair

value at the acquisition date, to the Consolidated Income Statement over its

expected useful life. An intangible asset with an indefinite life is not amortised but is

tested at least annually for impairment and carried at cost less any recognised

impairment losses.

Brand names

Brands are recognised as a result of a business combination. The brand is

recognised if it is separable from the remaining business and is expected to

generate future economic benefits. Internally generated brands are not capitalised

in accordance with IAS 38 'Intangible assets'.

Brands are fair valued at acquisition and subsequently measured at cost less any

accumulated impairment. All subsequent expenditure is expensed to the

Consolidated Income Statement as incurred.

Due to the long-term nature of the brands, and there being no foreseeable limit to

the period over which they are determined to generate economic benefit, the

Group has assessed that they have indefinite useful lives, with the exception of

Motion Metrics, which is amortised over 15 years. An annual impairment exercise is

completed for brands with an indefinite useful life, to confirm that the value in use,

based on discounted cash flows, exceeds the carrying value.

Customer and distributor relationships

Customer and distributor relationships are recognised as part of a business

combination if they are separable from the acquired business or arise from

contractual or legal rights. They represent the relationships that the acquiree has

built up over a significant period of time and will provide repeat custom to the

business, which will generate future economic benefit.

The assets are initially recorded at fair value at acquisition and subsequently

recognised at cost less accumulated amortisation and impairment. All subsequent

expenditure is charged to the Consolidated Income Statement as incurred.

Amortisation is charged to the Consolidated Income Statement over the useful life

of the asset. The useful life can vary depending on the circumstances of each

acquisition. The useful lives range from five to 30 years.

If there are any indicators of impairment, an assessment of the value in use of the

relationships is completed. If the carrying value exceeds the value in use, the

variance is accounted for as an impairment to the asset with a corresponding

charge to the Consolidated Income Statement.

Software

Software assets can be purchased, acquired or internally generated. Software that is

not an integral part of related hardware is recognised as an intangible asset.

Software is recognised at cost less accumulated amortisation and impairment.

Amortisation is spread over the estimated useful life of the software, which can

range from four to eight years.

Software as a Service (SaaS) arrangements provide the Group with the right to access

cloud-based software applications over a contractual period. The software remains the

intellectual property of the developer and as a result, the Group does not recognise an

intangible asset in relation to subscription fees and costs incurred to customise or

configure the software. The related costs are recognised in the Consolidated Income

Statement when the service is received.

Costs incurred to enhance or develop an existing intangible asset or develop new

software code that meet the definition and recognition criteria of an intangible asset

are capitalised as intangible software assets. Amortisation is recognised over the

expected useful life of the software.

Trademarks and intellectual property

Trademarks and intellectual property are legally protected rights that are expected

to generate future revenues. On acquisition, they are measured at fair value based

on discounted expected cash flows. Assets are subsequently held at cost less

accumulated amortisation and impairment.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	181

Notes to the Group Financial Statements

continued

The assets are amortised based on the period in which the legal protection is in

place or the asset is expected to generate revenues. The amortisation period for the

currently capitalised trademarks ranges from six to 15 years.

Other

Other intangible assets are stated at cost less accumulated amortisation and any

recognised impairment losses. The expected useful life of other intangible assets is

up to six years.

Research & development costs

All research expenditure is charged to the Consolidated Income Statement in the

year in which it is incurred.

Development expenditure is charged to the Consolidated Income Statement in the

year in which it is incurred unless it relates to the development of a new product or

technology and meets the following requirements:

– it is incurred after the technical feasibility and commercial viability of the product

has been proven;

– the development costs can be measured reliably;

– future economic benefits are probable; and

– the Group intends, and has sufficient resources, to complete the development

and to use or sell the asset.

Any such capitalised development expenditure is amortised on a straight-line basis

so it is charged to the Consolidated Income Statement over the expected life of the

resulting product or technology.

Government grants

Government grants are recognised at their fair value where it is certain that the

grant will be received and the Group will comply with all attached conditions.

Government grants relating to costs are deferred and recognised in the income

statement over the period necessary to match them with the costs they are

intended to compensate. Government grants relating to the purchase of property,

plant and equipment are deducted in arriving at the carrying amount of the related

asset.

Impairment of non-current assets

All non-current assets are tested for impairment whenever events or circumstances

indicate that their carrying values might be impaired. Additionally, goodwill and

intangible assets with an indefinite life are subject to an annual impairment test.

An impairment loss is recognised to the extent that an asset’s carrying value

exceeds its recoverable amount, which represents the higher of the asset’s fair value

less costs to sell and its value in use. An asset’s value in use represents the present

value of the future cash flows expected to be derived from the asset. Where it is not

possible to estimate the recoverable amount of an individual asset, the impairment

test is conducted for the cash generating unit to which it belongs. Similarly, the

recoverable amount of goodwill is determined by reference to the discounted

future cash flows of the cash generating units to which it is allocated.

Impairment losses are recognised in the Consolidated Income Statement.

Impairment losses recognised in previous periods for an asset other than goodwill

are reversed if there has been a change in the estimates used to determine the

asset’s recoverable amount. The carrying amount of an asset shall not be increased

above the carrying amount that would have been determined had no impairment

loss been recognised for the asset in prior periods. Impairment losses recognised in

respect of goodwill are not reversed.

Inventories

Inventories are valued at the lower of cost and net realisable value, with due

allowance for any obsolete or slow-moving items. Cost represents the expenditure

incurred in bringing inventories to their existing location and condition, and

comprises the cost of raw materials, direct labour costs, other direct costs and

related production overheads. Raw material cost is generally determined on a first-

in, first-out basis. Net realisable value is the estimated selling price less costs to

complete and sell.

Financial assets & liabilities

The Group’s principal financial assets and liabilities, other than derivatives, comprise

bank overdrafts, short-term borrowings, loans and fixed-rate notes, cash and short-

term deposits. The Group also has other financial assets and liabilities such as trade

receivables, trade payables and leases which arise directly from its operations. Other

receivables include non-current assets in relation to an insurance policy held for a

grantor trust. This Trust Owned Life Insurance policy is held at fair value, which is

equivalent to its surrender value.

A financial asset is generally derecognised when the contract that gives rise to it is

settled, sold, cancelled or expires.

A financial liability is derecognised when the obligation under the liability is

discharged, cancelled or expires. Where an existing financial liability is replaced by

another from the same lender on substantially different terms, or the terms of an

existing liability are substantially modified, such an exchange or modification is

treated as a derecognition of the original liability and the recognition of a new

liability, such that the difference in the respective carrying amounts, together with

any costs or fees incurred, are recognised in profit or loss. Under IFRS 9 'Financial

instruments', where the modification is not substantial, the modified cash flows are

discounted at the original effective interest rate to determine a revised carrying

amount of the liability, with any difference in carrying amount recognised in the

Income Statement.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	182

Notes to the Group Financial Statements

continued

Reimbursement asset

The Group held several insurance policies with regards to legal claims in relation to

alleged asbestos exposure as discussed in note 22. In accordance with IAS 37

‘Provisions, contingent liabilities and contingent assets’, a reimbursement asset is

only recognised when it is virtually certain that the asset will be received and there is

a corresponding liability recognised. The value recognised was the lower of the

amount confirmed by the insurer under the policy and the provision for the related

liability. If receipt of the asset is probable the asset is not recognised but disclosed.

Trade receivables

Trade receivables, which are generally of a short-term nature, are recognised at

original invoice amount where the consideration is unconditional. If they contain

significant financing components, trade receivables are instead recognised at fair

value. The Group holds trade receivables to collect the contractual cash flows and,

therefore, measures them subsequently at amortised cost using the effective

interest method. Details of the Group’s impairment policies and the calculation of

the loss allowance are provided in note 18 and the policy in respect of invoice

discounting is included in note 30.

Cash & cash equivalents

Cash and cash equivalents comprise cash in hand, deposits available on demand

and other short-term highly liquid investments with a maturity on acquisition of

three months or less and bank overdrafts and short-term borrowings with a

maturity on acquisition of three months or less. Bank overdrafts are presented as

current liabilities to the extent that there is no right of offset with cash balances.

Trade payables

Trade payables are recognised and carried at original invoice amount. The Group’s

supply chain financing programme policy and assessment for the year is provided

in note 21.

Interest-bearing loans & borrowings

Obligations for loans and borrowings are recognised when the Group becomes

party to the related contracts and are measured initially at fair value less directly

attributable transaction costs. After initial recognition, interest-bearing loans and

borrowings are subsequently measured at amortised cost using the effective

interest method. Amortised cost is calculated by taking into account any issue costs

and any discount or premium on settlement. Borrowings are classified as current

liabilities unless the Group has an unconditional right to settle the liability at least 12

months after the balance sheet date.

The Group has Sustainability-Linked Notes with interest rates which are linked to the

achievement of Sustainability Performance Targets (SPT). After initial recognition,

these Sustainability-Linked Notes are measured at amortised cost using the

effective interest rate method. In the event that the SPTs are not expected to be

achieved, consideration will be given to the impact on cash flows on the

Sustainability-Linked Notes. Under IFRS 9 'Financial instruments', where the

modification is not substantial, the modified cash flows are discounted at the

original effective interest rate to determine a revised carrying amount of the liability,

with any difference in carrying amount recognised in the Income Statement.

Provisions, contingent liabilities & contingent assets

A provision is recognised in the Consolidated Balance Sheet when the Group has a

legal or constructive obligation as a result of a past event, the obligation can be

estimated reliably and it is probable that an outflow of economic benefits will be

required to settle the obligation. If the effect is material, provisions are determined

by discounting the expected future cash flows at a pre-tax rate that reflects current

market assessments of the time value of money and, where appropriate, the risks

specific to the liability.

A contingent liability is disclosed if there is a possible obligation as a result of a past

event that might, but will probably not, require an outflow of economic benefits; or

there is a present obligation as a result of a past event that probably requires an

outflow of economic benefits, but where the obligation cannot be measured

reliably.

A contingent asset is disclosed if an inflow of economic benefits is probable arising

from past events and whose existence will be confirmed only by the occurrence or

non-occurrence of one or more uncertain future events not wholly within the control

of the entity.

Derivative financial instruments & hedge accounting

The Group uses derivative financial instruments, principally forward foreign currency

contracts and cross-currency swaps, to reduce its exposure to exchange rate

movements. The Group also uses foreign currency borrowings as a hedge of its

exposure to foreign exchange risk on its investments in foreign subsidiaries. Additionally,

the Group periodically uses interest rate swaps to manage its exposure to interest rate

risk. The Group does not hold or issue derivatives for speculative or trading purposes.

Derivative financial instruments are recognised as assets and liabilities measured at their

fair values at the balance sheet date. The fair value of forward foreign currency contracts

is calculated as the present value of the estimated future cash flows based on spot and

forward foreign exchange rates, and counterparty and the Group’s own credit risk. The

fair value of interest rate swaps and cross-currency swaps is calculated as the present

value of the estimated future cash flows based on interest rate curves, spot foreign

exchange rates, and counterparty and own credit risk. Changes in their fair values are

recognised in the Consolidated Income Statement, except where hedge accounting is

used, provided the conditions specified by IFRS 9 are met. Hedge accounting is applied

in respect of hedge relationships where it is both permissible under IFRS 9 and practical

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	183

Notes to the Group Financial Statements

continued

to do so. When hedge accounting is used, the relevant hedging relationships

are classified as fair value hedges, cash flow hedges or net investment hedges,

as appropriate.

Where the hedging relationship is classified as a fair value hedge, the carrying amount of

the hedged asset or liability will be adjusted by the increase or decrease in its fair value

attributable to the hedged risk and the resulting gain or loss will be recognised in the

Consolidated Income Statement where, to the extent that the hedge is effective, it will be

offset by the change in the fair value of the hedging instrument.

For fair value hedges in which the spot element of the hedging instrument has been

designated to the hedge, the changes in the forward element of the hedging

instrument is recognised within other comprehensive income in the costs of

hedging reserve within equity.

Where the hedging relationship is classified as a cash flow or net investment hedge, to

the extent that the hedge is effective, changes in the fair value of the hedging

instrument will be recognised directly in other comprehensive income. For the cash flow

hedge, when the hedged asset or liability is recognised in the financial statements, the

accumulated gains and losses recognised in other comprehensive income will be either

recycled to the income statement or, if the hedged item results in a non-financial asset,

will be recognised as adjustments to its initial carrying amount. For net investment

hedges, gains and losses on hedging instruments designated as hedges of the net

investments in foreign operations are recognised in other comprehensive income to the

extent that the hedging relationship is effective. Gains and losses accumulated in the

foreign currency translation reserve are recycled to the income statement when the

foreign operation is disposed of.

Hedge accounting is discontinued when the hedging instrument expires or is sold,

terminated or exercised, or no longer qualifies for hedge accounting. At that point in

time, any cumulative gain or loss on the hedging instrument recognised through other

comprehensive income is kept in equity until the forecasted transaction occurs. If a

hedged transaction is no longer expected to occur, the net cumulative gain or loss that

was reported in equity is immediately reclassified to the income statement in the period.

Derivatives embedded in non-derivative host contracts, which are not already measured

at fair value through profit or loss, are recognised separately as derivative financial

instruments when their risks and characteristics are not closely related to those of the

host contract and the host contract is not stated at its fair value with changes in its fair

value recognised in the Consolidated Income Statement.

Where items are recognised in the Consolidated Income Statement, these are

presented within operating profit or finance costs dependent on their nature.

Share-based payments

Equity settled share-based incentives are provided to employees under the Group’s

Share Reward Plan (SRP), formerly the Long-Term Incentive Plan (LTIP), the Weir

ShareBuilder Plan (WSBP) and as a consequence of occasional one-off conditional

awards made to employees.

The fair value of SRP awards and one-off conditional awards at the date of the grant

is calculated using appropriate pricing models and the cost is recognised on a

straight-line basis over the vesting period. Adjustments are made to reflect

expected and actual forfeitures during the vesting period due to failure to satisfy

service or performance conditions, where applicable. The conditions of the SRP for

the Executive Directors, which took effect in 2018, are summarised in the Directors’

Remuneration Policy, which can be found on the Company’s website at

corporategovernance.weir. The conditions of the SRP for Senior Management are

summarised in note 28.

The fair value of WSBP awards at grant date is calculated as the share price at the

date of the grant less an adjustment for loss of reinvestment return on the dividend

equivalent. There are no performance conditions attached to these awards, but

participants who leave the Company prior to vesting lose their right to the awards.

The terms of the share awards granted under the WSBP are set out on the plan’s

website at sharebuilder.weir.

Treasury shares

The Weir Group PLC shares held by the Company, or those held in Trust, are classified in

Shareholders’ equity as treasury shares and are recognised at cost. Consideration

received for the sale of such shares is also recognised in equity, with any difference

between the proceeds from sale and the original cost being taken directly to retained

earnings. No gain or loss is recognised in total comprehensive income on the purchase,

sale, issue or cancellation of equity shares.

Post-employment benefits

Post-employment benefits comprise pension benefits provided to certain current

and former employees in the UK, US and Canada and post-retirement healthcare

benefits provided to certain employees in the US.

For defined benefit pension and post-retirement healthcare plans, the annual

service cost is calculated using the projected unit credit method and is recognised

over the future service lives of participating employees, in accordance with the

advice of qualified actuaries. Current service cost and administration expenses are

recognised in operating costs and net interest on the net pension liability is

recognised in finance costs.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	184

Notes to the Group Financial Statements

continued

The finance cost recognised in the Consolidated Income Statement in the year

reflects the net interest on the net pension liability/asset. This represents the change

in the net pension liability/asset resulting from the passage of time, and is

determined by applying the discount rate to the opening net liability/asset, taking

into account employer contributions paid into the plan, and hence reducing or

increasing the net liability/asset, during the year.

Past service costs resulting from enhanced benefits are recognised immediately in

the Consolidated Income Statement. Actuarial gains and losses, which represent

differences between interest on the plan assets, experience on the benefit

obligation and the effect of changes in actuarial assumptions, are recognised in full

in other comprehensive income in the year in which they occur.

The defined benefit liability or asset recognised in the Consolidated Balance Sheet

comprises the net total for each plan of the present value of the benefit obligation,

using a discount rate based on yields at the balance sheet date on appropriate high

quality corporate bonds that have maturity dates approximating the terms of the

Group’s obligations and are denominated in the currency in which the benefits are

expected to be paid minus the fair value of the plan assets, if any, at the balance

sheet date. The balance sheet asset recognised is limited to the present value of

economic benefits, which may be available for the Group to recover by way of

refunds or a reduction in future contributions. In order to calculate the present value

of economic benefits, consideration is also given to any minimum funding

requirements.

For defined contribution plans, the cost represents the Group’s contributions to the

plans and these are charged to the Consolidated Income Statement in the year in

which they fall due, along with any associated administration costs.

Taxation

Current tax is the amount of tax payable or recoverable in respect of the taxable profit or

loss for the year.

Deferred tax liabilities represent tax payable in future years in respect of taxable

temporary differences. Deferred tax assets represent tax recoverable in future years in

respect of deductible temporary differences, the carry forward of unutilised tax losses

and the carry forward of unused tax credits. Deferred tax is measured on an

undiscounted basis using the tax rates and laws that have been enacted or

substantively enacted at the balance sheet date and are expected to apply when the

deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax is recognised on temporary differences between the carrying amount of an

asset or liability in the balance sheet and its tax base with the following exceptions:

-Deferred tax arising from the initial recognition of goodwill, or of an asset or liability in a

transaction that is not a business combination, that, at the time of the transaction,

affects neither accounting nor taxable profit or loss, is not recognised;

-Deferred tax is provided on temporary differences arising on investments in

subsidiaries and joint ventures, except where the timing of the reversal of the

temporary difference can be controlled and it is probable that the temporary

difference will not reverse in the foreseeable future; and

-A deferred tax asset is recognised only to the extent that it is probable that future

taxable profits will be available against which the asset can be utilised.

Current and deferred tax is recognised in the Consolidated Income Statement except if

it relates to an item recognised directly in equity, in which case it is recognised directly in

equity.

The Group also recognises provisions in the Consolidated Balance Sheet for uncertain

tax positions as disclosed above in other accounting estimates.

3. Alternative performance measures

The Consolidated Financial Statements of The Weir Group PLC have been prepared

in accordance with UK-adopted International Accounting Standards and with the

requirements of the Companies Act 2006 as applicable to those companies

reporting under those standards. In measuring our performance, the financial

measures that we use include those that have been derived from our reported

results in order to eliminate factors which we believe distort period-on-period

comparisons. These are considered alternative performance measures. This

information, along with comparable GAAP measurements, is useful to investors in

providing a basis for measuring our operational performance. Our management

uses these financial measures, along with the most directly comparable GAAP

financial measures, in evaluating our performance and value creation. Alternative

performance measures should not be considered in isolation from, or as a

substitute for, financial information in compliance with GAAP. Alternative

performance measures as reported by the Group may not be comparable with

similarly titled amounts reported by other companies.

Below we set out our definitions of alternative performance measures and provide

reconciliations to relevant GAAP measures.

Adjusted results and adjusting items

The Consolidated Income Statement presents Statutory results, which are provided on

a GAAP basis, and Adjusted results (non-GAAP), which are management’s primary area

of focus when reviewing the performance of the business. Adjusting items represent

the difference between Statutory results and Adjusted results and are defined within

note 2. The accounting policy for Adjusting items should be read in conjunction with

this note. Details of each adjusting item are provided in note 6. We consider this

presentation to be helpful as it allows greater comparability of the underlying

performance of the business from year to year.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	185

Notes to the Group Financial Statements

continued

Adjusted EBITDA

EBITDA is operating profit from continuing operations, before exceptional items,

other adjusting items, intangibles amortisation, and excluding depreciation of

owned assets and right-of-use assets. EBITDA is a widely used measure of a

company's profitability of its operations before any effects of indebtedness, taxes or

costs required to maintain its asset base. EBITDA is used in conjunction with other

GAAP and non-GAAP financial measures to assess our operational performance. A

reconciliation of EBITDA to the closest equivalent GAAP measure, operating profit, is

provided below.

	2025	2024
	£m	£m
Continuing operations
Operating profit	435.9	391.0
Adjusted for:
Exceptional and other adjusting items (note 6)	55.5	60.4
Adjusting amortisation (note 6)	26.2	20.7
Adjusted operating profit	517.6	472.1
Non-adjusting amortisation (note 5)	8.8	12.0
Adjusted earnings before interest, tax and amortisation (EBITA)	526.4	484.1
Depreciation of owned property, plant & equipment (note 12)	49.5	45.9
Depreciation of right-of-use property, plant & equipment (note 12)	32.3	31.9
Adjusted earnings before interest, tax, depreciation and amortisation (EBITDA)	608.2	561.9

Adjusted operating cash flow

Adjusted operating cash flow is the equivalent of net cash generated from

operations before additional pension contributions, exceptional and other adjusting

cash items and income tax paid as shown in the cash flow statement and

associated notes to the financial statements. This is a useful measure to view or

assess the underlying cash generation of the business from its operating activities. A

reconciliation to the GAAP measure ‘Net cash generated from operating activities’ is

provided in the Consolidated Cash Flow Statement.

Free operating cash flow and free cash flow

Free operating cash flow (FOCF) is defined as adjusted operating cash flow

amended for net capital expenditure, lease payments, dividends received from joint

ventures and purchase of shares for employee share plans. FOCF provides a useful

measure of the cash flows generated directly from the operational activities after

taking into account other cash flows closely associated with maintaining

daily operations.

Free cash flow (FCF) is defined as FOCF further adjusted for net interest, income

taxes, settlement of derivative financial instruments, additional pension contributions

and non-controlling interest dividends. FCF reflects an additional way of viewing our

available funds that we believe is useful to investors as it represents cash flows that

could be used for repayment of debt, dividends, exceptional and other adjusting

items, or to fund our strategic initiatives, including acquisitions, if any.

The reconciliation of adjusted operating cash flows to FOCF and subsequently FCF is

as follows.

	2025	2024
	£m	£m
Adjusted operating cash flow	566.0	591.1
Net capital expenditure from purchase & disposal of property, plant & equipment and intangibles	(51.4)	(69.3)
Lease payments	(29.3)	(24.8)
Purchase of shares for employee share plans	(10.0)	(13.2)
Free operating cash flow (FOCF)	475.3	483.8
Net interest paid	(62.2)	(42.6)
Income tax paid	(132.0)	(110.5)
Settlement of derivative financial instruments	(13.4)	(1.7)
Dividends paid to non-controlling interests	(0.6)	(0.8)
Free cash flow (FCF)	267.1	328.2

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	186

Notes to the Group Financial Statements

continued

Free operating cash conversion

Free operating cash conversion is a non-GAAP key performance measure defined as

free operating cash flow divided by adjusted operating profit on a total Group basis.

The measure is used by management to monitor the Group's ability to generate

cash relative to operating profits.

	2025	2024
	£m	£m
Adjusted operating profit	517.6	472.1
Free operating cash flow	475.3	483.8

Free operating cash conversion %	92%	102%

Working capital as a percentage of sales

Working capital as a percentage of sales is calculated based on working capital as

reflected below, divided by revenue, as included in the Consolidated Income

Statement. It is a measure used by management to monitor how efficiently the

Group is managing its investment in working capital relative to revenue growth.

	2025	2024
	£m	£m
Working capital as included in the Consolidated Balance Sheet
Other receivables	41.0	44.3
Inventories	647.4	580.1
Trade & other receivables	554.9	546.7
Derivative financial instruments (note 30 )	0.2	0.6
Trade & other payables	(649.1)	(618.7)
Other payables	(1.5)	–
	592.9	553.0
Adjusted for:
Insurance contract assets (note 18)	(39.0)	(46.8)
Interest accruals	17.9	12.6
Deferred consideration (note 21)	1.5	0.6
	(19.6)	(33.6)
Working capital	573.3	519.4
Revenue	2,564.5	2,505.6

Working capital as a percentage of sales	22.4%	20.7%

Net debt

Net debt is a widely used liquidity metric calculated by taking cash and cash

equivalents less total current and non-current debt. A reconciliation of net debt to

cash and short-term deposits and interest-bearing loans and borrowings is

provided in note 26. It is a useful measure used by management and investors

when monitoring the capital management of the Group. Net debt, excluding lease

liabilities and converted at the exchange rates used in the preparation of the

Consolidated Income Statement, is also the basis for covenant reporting as included

in note 31.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	187

Notes to the Group Financial Statements

continued

Return on Capital Employed (ROCE)

ROCE is a key metric which is used to analyse the Group’s profitability and capital

efficiency. ROCE is calculated as Adjusted Earnings Before Interest and Tax (Adjusted

EBIT) from continuing operations divided by the average capital employed. Adjusted

EBIT represents the Group’s statutory operating profit adjusted for exceptional and

other adjusting items. Capital employed represents the Group’s net assets adjusted

for third-party net debt, Trust Owned Life Insurance policy investments and the IAS

19 pension asset net of deferred tax.

	2025	2024
	£m	£m
Continuing operations
Operating profit	435.9	391.0
Adjusted for:
Exceptional and other adjusting items (note 6)	55.5	60.4
Adjusted earnings before interest and tax (Adjusted EBIT)	491.4	451.4
Net assets	1,915.1	1,853.6
Adjusted for:
Net debt (note 26)	1,273.6	534.6
Trust Owned Life Insurance policy investments (note 18)	(39.0)	(42.7)
IAS 19 Pension asset (note 24)	(10.5)	(9.3)
Deferred tax on pension assets (note 23 )	2.7	2.6
Capital employed	3,141.9	2,338.8
Average capital employed	2,740.4	2,342.4

ROCE	17.9%	19.3%

4. Segment information

Continuing operations includes two operating Divisions: Minerals and ESCO. These

two Divisions are organised and managed separately based on the key markets

served and each is treated as an operating segment and a reportable segment

under IFRS 8 'Operating segments'. The operating and reportable segments were

determined based on the reports reviewed by the Chief Executive Officer, which are

used to make operational decisions.

The Minerals segment is a global leader in engineering, manufacturing and service

processing technology used in abrasive, high-wear mining applications. Its differentiated

technology is also used in infrastructure and general industrial markets. The ESCO

segment is a global leader in the provision of Ground Engaging Tools (GET) for large

mining machines. It operates predominantly in mining and infrastructure markets where

its highly engineered technology improves productivity through extended wear life,

increased safety and reduced energy consumption.

Following the acquisition of Mining Software Holdings Pty Ltd ('Micromine') on 30

April 2025, the group has been included in the ESCO segment. Micromine is a

leading software provider to the mining industry with comprehensive solutions

across the upstream mining value chain from exploration through mine design and

planning, operational scheduling and mining operations in hard ore, soft ore and

underground applications. Fast2Mine was acquired on 11 November 2025 and is

highly complementary with the Micromine® portfolio. Fast2Mine will be integrated

with Micromine and reported within the ESCO segment.

Townley Engineering and Manufacturing Company, LLC and Townley Foundry and

Machine Co., LLC (combined 'Townley') was acquired on 28 August 2025. Townley is

a leading manufacturer of high-quality engineered products for minerals

processing. Townley has been included in the Minerals segment.

The Chief Executive Officer assesses the performance of the operating segments based

on operating profit from continuing operations before exceptional and other adjusting

items (‘segment result’). Finance income and expenditure and associated interest-

bearing liabilities and financing derivative financial instruments are not allocated to

segments as all treasury activity is managed centrally by the Group Treasury function.

The amounts provided to the Chief Executive Officer with respect to assets and liabilities

are measured in a manner consistent with that of the financial statements. The assets

are allocated based on the operations of the segment and the physical location of the

asset. The liabilities are allocated based on the operations of the segment.

Transfer prices between business segments are set on an arm’s length basis, in a

manner similar to transactions with third parties.

The segment information for the reportable segments for 2025 and 2024 is disclosed

below. Information related to discontinued operations is included in note 9.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	188

Notes to the Group Financial Statements

continued

	Minerals		ESCO		Total continuing operations
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Revenue
Sales to external customers	1,856.0	1,817.5	708.5	688.1	2,564.5	2,505.6
Inter-segment sales	—	0.1	1.3	1.5	1.3	1.6
Segment revenue	1,856.0	1,817.6	709.8	689.6	2,565.8	2,507.2
Eliminations					(1.3)	(1.6)
					2,564.5	2,505.6
Sales to external customers – 2024 at 2025 average exchange rates
Sales to external customers	1,856.0	1,744.5	708.5	666.5	2,564.5	2,411.0
Segment result
Segment result before share of results of joint ventures	406.3	382.8	149.9	127.4	556.2	510.2
Share of results of joint ventures	–	–	1.7	1.9	1.7	1.9
Segment result	406.3	382.8	151.6	129.3	557.9	512.1
Corporate expenses					(40.3)	(40.0)
Adjusted operating profit					517.6	472.1
Adjusting items					(81.7)	(81.1)
Net finance costs					(70.3)	(43.9)
Profit before tax from continuing operations					365.6	347.1
Segment result – 2024 at 2025 average exchange rates
Segment result before share of results of joint ventures	406.3	364.8	149.9	123.3	556.2	488.1
Share of results of joint ventures	–	–	1.7	1.8	1.7	1.8
Segment result	406.3	364.8	151.6	125.1	557.9	489.9
Corporate expenses					(40.3)	(40.1)
Adjusted operating profit					517.6	449.8

Revenues from any single external customer do not exceed 10% of Group revenue.

	Minerals		ESCO		Total continuing operations
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Timing of revenue recognition
At a point in time	1,760.2	1,724.1	662.5	669.0	2,422.7	2,393.1
Over time	95.8	93.5	47.3	20.6	143.1	114.1
Segment revenue	1,856.0	1,817.6	709.8	689.6	2,565.8	2,507.2
Eliminations					(1.3)	(1.6)
					2,564.5	2,505.6

Geographical information

Geographical information in respect of revenue for 2025 and 2024 is disclosed

below. Revenues are allocated based on the location to which the product is

shipped. Geographical information for 2024 has been restated as disclosed in note 2.

		Restated (note 2)
	2025	2024
	£m	£m
Revenue by geography
UK	26.4	17.7
US	426.8	402.5
Canada	401.6	386.5
Asia Pacific	273.3	281.3
Australia	389.0	401.6
South America	547.2	535.1
Middle East & Africa	348.3	312.8
Europe & Central Asia	151.9	168.1
Revenue	2,564.5	2,505.6

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	189

Notes to the Group Financial Statements

continued

	2025	2024
	£m	£m
An analysis of the Group's revenue is as follows:
Original equipment	494.5	492.3
Aftermarket parts	1,841.0	1,797.7
Sales of goods	2,335.5	2,290.0
Provision of services – aftermarket	172.3	190.6
Construction contracts – original equipment	10.1	21.1
Subscription services - aftermarket	46.6	3.9
Revenue	2,564.5	2,505.6

	Minerals		ESCO		Total Group
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Assets & liabilities
Intangible assets	564.7	532.6	1,413.2	737.7	1,977.9	1,270.3
Property, plant & equipment	348.7	309.8	176.1	179.9	524.8	489.7
Working capital assets	901.6	854.0	299.7	273.6	1,201.3	1,127.6
	1,815.0	1,696.4	1,889.0	1,191.2	3,704.0	2,887.6
Investments in joint ventures	–	–	15.0	12.8	15.0	12.8
Equity investment	14.8	–	—	—	14.8	—
Segment assets	1,829.8	1,696.4	1,904.0	1,204.0	3,733.8	2,900.4
Corporate assets					805.7	884.6
Total assets					4,539.5	3,785.0
Working capital liabilities	518.5	507.0	147.0	126.8	665.5	633.8
Segment liabilities	518.5	507.0	147.0	126.8	665.5	633.8
Corporate liabilities					1,958.9	1,297.6
Total liabilities					2,624.4	1,931.4

	Minerals		ESCO		Total Group
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Other segment information - total Group
Segment additions to non- current assets	94.1	78.5	28.2	33.1	122.3	111.6
Corporate additions to non-current assets					0.4	0.2
Total additions to non-current assets					122.7	111.8
Other segment information - total Group
Segment depreciation & amortisation	67.1	69.9	48.4	39.1	115.5	109.0
Segment impairment of property, plant & equipment	2.5	7.2	0.3	–	2.8	7.2
Segment impairment of intangible assets	–	18.6	–	–	–	18.6
Corporate depreciation & amortisation					1.3	1.5
Total depreciation, amortisation & impairment					119.6	136.3

Corporate assets primarily comprise cash and short-term deposits, asbestos-

related insurance asset, Trust Owned Life Insurance policy investments, derivative

financial instruments, income tax receivable, deferred tax assets and elimination of

intercompany assets, as well as those assets that are used for general head office

purposes. Corporate liabilities primarily comprise interest-bearing loans and

borrowings, and related interest accruals, derivative financial instruments, income

tax payable, provisions, deferred tax liabilities, elimination of intercompany liabilities

and retirement benefit deficits as well as liabilities relating to general head office

activities. Segment additions to non-current assets include right-of-use assets.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	190

Notes to the Group Financial Statements

continued

Geographical information

Geographical information in respect of non-current assets for 2025 and 2024 is

disclosed below. Assets are allocated based on the location of the assets and

operations. Non-current assets consist of property, plant & equipment, intangible

assets, investments in joint ventures and equity investments. Geographical

information for 2024 has been restated as disclosed in note 2.

		Restated (note 2)
	2025	2024
	£m	£m
Non-current assets by geography
UK	24.5	27.6
US	897.3	883.4
Canada	142.1	150.5
Asia Pacific	227.7	240.3
Australia	927.4	187.5
South America	94.4	69.5
Middle East & Africa	169.9	167.0
Europe & Central Asia	58.1	55.8
Non-current assets	2,541.4	1,781.6

5. Revenues & expenses

The following disclosures are given in relation to continuing operations.

				Restated (note 2)
	Year ended 31 December 2025			Year ended 31 December 2024
	Adjusted results	Adjusting items	Statutory results	Adjusted results	Adjusting items	Statutory results
	£m	£m	£m	£m	£m	£m
A reconciliation of revenue to operating profit is as follows:
Revenue	2,564.5	–	2,564.5	2,505.6	–	2,505.6
Cost of sales	(1,503.3)	(35.2)	(1,538.5)	(1,493.1)	(12.4)	(1,505.5)
Gross profit	1,061.2	(35.2)	1,026.0	1,012.5	(12.4)	1,000.1
Other operating income	3.6	–	3.6	7.4	–	7.4
Selling & distribution costs	(327.9)	(3.7)	(331.6)	(323.9)	(1.0)	(324.9)
Administrative expenses	(221.0)	(62.6)	(283.6)	(225.8)	(67.7)	(293.5)
Deconsolidation of US subsidiary	–	19.8	19.8	–	–	–
Share of results of joint ventures	1.7	–	1.7	1.9	–	1.9
Operating profit	517.6	(81.7)	435.9	472.1	(81.1)	391.0

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	191

Notes to the Group Financial Statements

continued

	Year ended 31 December 2025			Year ended 31 December 2024
	Adjusted results	Adjusting items	Statutory results	Adjusted results	Adjusting items	Statutory results
	£m	£m	£m	£m	£m	£m
Operating profit from continuing operations is stated after charging (crediting):
Cost of inventories recognised as an expense1	1,448.1	–	1,448.1	1,446.6	–	1,446.6
Depreciation of property, plant & equipment (note 12)	81.8	–	81.8	77.8	–	77.8
Lease expenses (note 12)	12.9	–	12.9	13.7	–	13.7
Amortisation of intangible assets (note 13)	8.8	26.2	35.0	12.0	20.7	32.7
Research & development costs	55.2	–	55.2	46.5	–	46.5
Net foreign exchange losses	2.2	–	2.2	7.5	–	7.5
Net impairment charge of trade receivables (note 18)	1.8	–	1.8	1.2	–	1.2
Government grants	(2.4)	–	(2.4)	(4.2)	–	(4.2)
Exceptional and other adjusting items (note 6)2	–	55.5	55.5	–	60.4	60.4

Notes

1. Cost of inventories recognised as an expense has been restated for the year ended 31

December 2024 from £1,485.2m in the prior year Group Financial Statements to £1,446.6m.

This reduction is the net impact of the increase in cost of sales of £7.9m from the ESCO

reallocation disclosed in note 2 and the exclusion of research and development costs, which

were incorrectly included in the total and are also disclosed in a subsequent row in the table.

1. Items not separately disclosed above.

	2025	2024
	£m	£m
Employee benefits expense
Wages & salaries	555.5	534.8
Social security costs	47.4	48.3
Other pension costs
Defined contribution plans	34.6	29.3
Share-based payments – equity settled transactions (note 28)	11.7	10.4
	649.2	622.8

Details of Directors’ remuneration is disclosed in note 29.

	2025	2024
	Number	Number
The average monthly number of people employed by the Company and its subsidiaries is as follows:
Minerals	8,698	8,677
ESCO	2,740	2,541
Group companies	460	433
	11,898	11,651

At 31 December 2025, the total number of people employed by the Group,

including contingent workers, was 12,787 (2024: 11,830).

Auditors' remuneration

The total fees payable by the Group to auditors for work performed in respect of the

audit and other services provided to the Company and its subsidiary companies

during the year are disclosed below.

	2025	2024
	£m	£m
Fees payable to the Company's auditors for the audit of the Company and Consolidated Financial Statements	2.5	2.4
Fees payable to the Company's auditors for other services
The audit of the Company's subsidiaries	1.9	1.7
Audit-related assurance services	0.1	0.1
Other non-audit services	0.4	–

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	192

Notes to the Group Financial Statements

continued

6. Adjusting items

	2025	2024
	£m	£m
Recognised in arriving at operating profit from continuing operations
Intangibles amortisation (note 5)	(26.2)	(20.7)
Exceptional items
Performance Excellence programme	(45.2)	(35.7)
Acquisition and integration related costs	(16.2)	(0.1)
Unwind of fair value inventory uplift	(5.4)	–
Deconsolidation of US subsidiary	19.8	–
Impairment of intangibles	–	(18.6)
Other	(0.2)	(0.2)
	(47.2)	(54.6)
Other adjusting items
Asbestos-related provision	(8.3)	(5.8)
Total adjusting items	(81.7)	(81.1)
Recognised in arriving at operating loss from discontinued operations
Exceptional items
Finalisation of Oil & Gas related tax assessment	–	(2.9)
Total adjusting items (note 9)	–	(2.9)

Continuing operations

Intangibles amortisation

Intangibles amortisation of £26.2m ( 2024 : £20.7m) relates to acquisition related

assets.

Exceptional items

Exceptional items in the year include a charge of £45.2m (2024: £35.7m) in relation

to the Group’s ongoing Performance Excellence programme. This three-year

programme aims to transform the way we work with more agile and efficient

business processes, focused on customer and service-delivery. The programme, as

outlined in the Chief Executive Officer's Strategic report, includes capacity

optimisation, lean processes and functional transformation pillars. This is the final

year of the programme. Costs of £9.5m have been recognised under the functional

transformation pillar as costs associated with establishing Weir Business Services.

Also within Performance Excellence, £35.7m has been recognised under the capacity

optimisation and lean process pillars for costs associated with the consolidation and

optimisation of manufacturing facilities, service centres and distribution footprints,

primarily in the Minerals Division. This includes costs in respect of the closure of the

manufacturing site in Todmorden, UK, together with simplification and automation of

our product design and configuration. This has resulted in an exceptional cash

outflow in the year, in respect of the Performance Excellence programme, of £33.8m.

Exceptional items in the year also include £16.2m of acquisition and integration

related costs, primarily in respect of Micromine, Townley and Fast2Mine (2024:

£0.1m). Costs primarily relate to legal and other fees associated with the

acquisitions as well as one-off costs to integrate the businesses. Of these costs,

£6.4m were cash settled during the year. In addition, a £5.4m charge has been

recognised in relation to the unwind of the Townley inventory fair value uplift

booked in accordance with IFRS 3 in the opening balance sheet.

On 28 July 2025, a US-based subsidiary of the Group, which is co-defendant in

lawsuits pending in the US in which plaintiffs are claiming damages arising from

alleged exposure to products previously sold by the US-based subsidiary that

contained asbestos, was placed into Chapter 11 bankruptcy proceedings. Based on

this event, it has been concluded that the Group no longer has control to direct the

activities of the US-based subsidiary and, as a result, the subsidiary has been

deconsolidated with effect from 28 July 2025. This has resulted in the

deconsolidation of the US asbestos-related provision (note 22), as well as cash

balances held by the US-based subsidiary (note 26) and deferred tax assets (note

8). While the Company has no legal liability, due to the fact that Court proceedings

are ongoing, and full and final settlement is not yet known, a provision has been

recognised. This has resulted in an exceptional gain of £19.8m and related tax

charge (note 8). This includes £5.2m of cumulative foreign exchange gains which

have been recycled from the foreign currency translation reserve.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	193

Notes to the Group Financial Statements

continued

In the prior year, a decision was taken to rebrand certain products within the

Minerals Division and this resulted in a write down of the Trio brand name to £nil. An

exceptional impairment loss of £18.6m was recognised in the prior year (note 13).

Also recognised in the prior year was an exceptional credit of £0.3m in relation to

previously impaired receivables balances relating to the wind down of Russia

operations in 2022 and a charge of £0.5m relating to legacy legal claims. These have

been combined as 'Other' for disclosure purposes in the current year.

Other adjusting items

A charge of £8.3m (2024: £5.8m) has been recorded primarily in respect of

movements in the US asbestos-related liability and associated insurance asset and

associated costs that relate to legacy products sold by a US-based subsidiary of the

Group up to the date that the entity was placed into bankruptcy as discussed

above. Further details of this are included in note 22.

Adjusting items tax credit

The adjusting items tax credit of £9.1m (2024: £86.9m) is explained in note 8.

Discontinued operations

Exceptional items

A charge of £2.9m was recognised in the prior year in relation to the finalisation of

certain tax indemnities under the sale and purchase agreement for the Oil & Gas

Division, which was disposed of in 2021 (note 9).

7. Finance (costs) income

Finance costs

	2025	2024
	£m	£m
Interest payable on financial liabilities	(71.8)	(55.1)
Interest and finance charges payable on lease liabilities	(6.1)	(5.9)
Change in fair value of forward points in cross-currency swaps and forward contracts	(0.1)	(0.3)
Finance charges related to committed loan facilities	(6.5)	(3.0)
Finance charges related to discounting of trade receivables	(0.3)	(0.4)
Other finance costs – retirement benefits	(1.1)	(1.2)
	(85.9)	(65.9)

Finance income

	2025	2024
	£m	£m
Interest receivable on financial assets	13.7	20.7
Change in fair value of forward points in cross-currency swaps and forward contracts	0.1	–
Other finance income – retirement benefits	1.8	1.3
	15.6	22.0

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	194

Notes to the Group Financial Statements

continued

8. Tax expense

Income tax (expense) credit from total operations

	2025	2024
	£m	£m
Consolidated Income Statement
Current income tax
UK corporation tax	–	–
Adjustments in respect of previous years	(1.4)	(1.4)
Total UK corporation tax	(1.4)	(1.4)
Foreign tax	(123.2)	(114.0)
Adjustments in respect of previous years	1.1	2.6
Total current income tax	(123.5)	(112.8)
Deferred income tax
Origination & reversal of temporary differences	14.1	12.7
Adjustment to estimated recoverable deferred tax assets	(13.5)	67.6
Adjustments in respect of previous years	4.9	0.8
Total deferred tax 1	5.5	81.1
Total income tax expense in the Consolidated Income Statement	(118.0)	(31.7)
Total income tax expense is attributable to:
Profit from continuing operations	118.0	31.7
	118.0	31.7

Note

1. Includes £14.9m of a deferred tax charge relating to foreign tax ( 2024: £64.8m credit).

The total income tax expense is disclosed in the Consolidated Income Statement, as

follows.

		2025	2024
		£m	£m
Tax (expense) credit	– adjusted results	(127.1)	(118.6)
	– adjusting items	9.1	86.9
Continuing operations income tax expense in the Consolidated Income Statement		(118.0)	(31.7)
Total income tax expense in the Consolidated Income Statement		(118.0)	(31.7)

The tax credit of £9.1m (2024 : £86.9 m) which has been recognised in adjusting

items includes a £6.3m credit (2024: £4.2m credit) in respect of adjusting intangibles

amortisation and impairment, and a charge of £13.3m (2024: £nil) which relates to

the derecognition of assets belonging to the US subsidiary that has been

deconsolidated during the year (note 6). During 2024 there was a credit of £1.3m

relating to the US asbestos provision. The remaining £16.1m credit (2024: £81.4m

credit) relates to exceptional and other adjusting items.

The total deferred tax included in the income tax expense is detailed in note 23.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	195

Notes to the Group Financial Statements

continued

Tax relating to items credited (charged) to equity from continuing

operations

	2025	2024
	£m	£m
Consolidated Statement of Comprehensive Income
Deferred tax – origination & reversal of temporary differences	0.3	(1.1)
Deferred tax – effect of change in tax rates	–	–
Tax credit (charge) on actuarial gains/losses on retirement benefits	0.3	(1.1)
Tax credit (charge) on hedge losses	0.3	(0.4)
Tax credit (charge) in the Consolidated Statement of Comprehensive Income	0.6	(1.5)
Consolidated Statement of Changes in Equity
Deferred tax on share-based payments	2.9	0.8
Tax credit in the Consolidated Statement of Changes in Equity	2.9	0.8

Reconciliation of the total tax charge from total operations

The tax charge (2024: charge) in the Consolidated Income Statement for the year is

higher (2024: lower) than the weighted average of standard rates of corporation tax

across the Group of 25.6% (2024: 27.5%). The differences are reconciled below.

		2025	2024
		£m	£m
Profit before tax from continuing operations		365.6	347.1
Loss before tax from discontinued operations		–	(2.9)
Profit before tax		365.6	344.2
At the weighted average of standard rates of corporation tax across the Group of 25.6% ( 2024 : 27.5%)		93.6	94.7
Adjustments in respect of previous years	– current tax	0.3	(1.2)
	– deferred tax	(4.9)	(0.8)
Joint ventures		(0.4)	(0.5)
Movement in unrecognised deferred tax assets		13.5	(67.6)
Overseas tax on unremitted earnings		1.9	(0.5)
Income not taxable and expenses not deductible		8.3	5.6
Exceptional and other adjusting items ineligible for tax		5.7	2.0
At effective tax rate of 32.3% (2024: 9.2%)		118.0	31.7

Exceptional and other adjusting items ineligible for tax have increased from a debit

of £2.0m in 2024 to a debit of £5.7m in 2025. This relates to transactions costs

incurred during the year relating to acquisitions and disallowable costs relating to

business restructurings.

Movements in unrecognised deferred tax assets increased from a credit of £67.6m

in 2024 to a debit of £13.5m in 2025. The 2025 movement relates to the

derecognition of assets belonging to the US subsidiary that has been

deconsolidated during the year (see note 6).

The Group’s provision for overseas tax on unremitted earnings increased from a

credit of £0.5m in 2024 to a debit of £1.9m in 2025 and relates to unremitted

earnings in the Group’s subsidiaries in Chile and Peru.

Income not taxable and expenses not deductible have increased from a debit of

£5.6m in 2024 to a debit of £8.3m in 2025. This relates to an increase in irrecoverable

withholding tax on dividends and royalties.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	196

Notes to the Group Financial Statements

continued

9. Discontinued operations

There were no discontinued operations in the year ended 31 December 2025 (2024:

£2.9m). The prior year charge is related to the finalisation of certain tax indemnities

under the sale and purchase agreement for the Oil & Gas Division, which was

disposed of in 2021. There were no current year investing cash outflows from

discontinued operations (2024 : £1.8m).

For full disclosure of the disposal of the Oil & Gas Division refer to note 8 of the

Group's 2021 Annual Report and Financial Statements.

Loss per share

Loss per share from discontinued operations were as follows.

	2025	2024
	pence	pence
Basic	–	(1.1)
Diluted	–	(1.1)

The loss per share figures were derived by dividing the net loss attributable to

equity holders of the Company from discontinued operations by the weighted

average number of ordinary shares, for both basic and diluted amounts, shown in

note 10.

10. Earnings per share

Basic earnings per share amounts are calculated by dividing net profit for the year

attributable to equity holders of the Company by the weighted average number of

ordinary shares in issue after deducting the own shares held by employee share

ownership trusts and treasury shares. Diluted earnings per share is calculated by

dividing the net profit attributable to equity holders of the Company by the

weighted average number of ordinary shares outstanding during the year, adjusted

for the effect of dilutive share awards.

The following reflects the earnings used in the calculation of earnings per share.

	2025	2024
	£m	£m
Profit attributable to equity holders of the Company
Total operations1	246.9	312.2
Continuing operations1	246.9	315.1
Continuing operations before adjusting items1	319.5	309.3

The following reflects the share numbers used in the calculation of earnings per

share, and the difference between the weighted average share capital for the

purposes of the basic and the diluted earnings per share calculations.

	2025	2024
	Shares million	Shares million
Weighted average number of ordinary shares for basic earnings per share	258.0	257.8
Effect of dilution: employee share awards	1.7	1.7
Adjusted weighted average number of ordinary shares for diluted earnings per share	259.7	259.5

The profit attributable to equity holders of the Company used in the calculation of

both basic and diluted earnings per share from continuing operations before

adjusting items is calculated as follows.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	197

Notes to the Group Financial Statements

continued

	2025	2024
	£m	£m
Net profit attributable to equity holders from continuing operations 1	246.9	315.1
Adjusting items net of tax	72.6	(5.8)
Net profit attributable to equity holders from continuing operations before adjusting items	319.5	309.3

	2025	2024
	pence	pence
Basic earnings per share
Total operations1	95.7	121.1
Continuing operations1	95.7	122.2
Continuing operations before adjusting items1	123.8	120.0
Diluted earnings per share
Total operations1	95.1	120.3
Continuing operations1	95.1	121.4
Continuing operations before adjusting items1	123.0	119.2

Note

1. Adjusted for a profit of £0.7m (2024 : £0.3m) in respect of non-controlling interests for total

operations.

There have been 16,677 share awards ( 2024: 20,768) vested between the reporting

date and the date of signing of these financial statements. They will not be released

until after the date of signing. They will be settled out of existing shares held in trust.

Loss per share from discontinued operations is disclosed in note 9.

11. Dividends paid & proposed

	2025	2024
	£m	£m
Declared & paid during the year
Equity dividends on ordinary shares
Final dividend for 2024: 22.1p (2023: 20.8p)	57.0	53.7
Interim dividend for 2025: 19.6p (2024: 17.9p)	50.6	46.1
	107.6	99.8
Proposed for approval by Shareholders at the Annual General Meeting
Final dividend for 2025: 22.1p (2024: 22.1p)	57.0	56.9

The current year dividend is in line with the capital allocation policy announced in

our 2020 Annual Report and Financial Statements, under which the Group intends to

distribute 33% of adjusted earnings by way of dividend. As a result, dividend cover in

2025 is 3.0 times.

The proposed dividend is based on the number of shares in issue, excluding

treasury shares held, at the date that the financial statements were approved and

authorised for issue. The final dividend may differ due to increases or decreases in

the number of shares in issue between the date of approval of this Annual Report

and Financial Statements and the record date for the final dividend.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	198

Notes to the Group Financial Statements

continued

12. Property, plant & equipment

Property, plant & equipment comprises owned and right-of-use assets that do not meet the definition of investment property.

	Owned land & buildings	Owned plant & equipment	Total owned property, plant & equipment	Right-of-use land & buildings	Right-of-use plant & equipment	Total right- of-use property, plant & equipment	Total property, plant & equipment
	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 January 2024	146.2	604.7	750.9	177.4	35.9	213.3	964.2
Additions	5.1	66.9	72.0	28.8	5.9	34.7	106.7
Disposals	(2.2)	(35.9)	(38.1)	(13.5)	(5.1)	(18.6)	(56.7)
Reclassifications to intangible assets (note 13 )	–	(0.1)	(0.1)	–	–	–	(0.1)
Reclassifications between owned plant & equipment and right-of-use assets	–	0.9	0.9	–	(0.9)	(0.9)	–
Reclassifications to inventory	–	0.2	0.2	–	–	–	0.2
Reclassifications	28.9	(28.9)	–	2.2	(2.2)	–	–
Reassessments and modifications	–	–	–	0.6	0.2	0.8	0.8
Inflation adjustment	–	1.3	1.3	–	–	–	1.3
Exchange adjustment	(3.8)	(19.7)	(23.5)	(6.5)	(1.3)	(7.8)	(31.3)
At 31 December 2024	174.2	589.4	763.6	189.0	32.5	221.5	985.1
Additions	5.6	56.2	61.8	48.6	7.1	55.7	117.5
Acquisitions	11.0	9.5	20.5	2.6	–	2.6	23.1
Disposals	(13.3)	(33.2)	(46.5)	(21.7)	(4.4)	(26.1)	(72.6)
Reclassifications to intangible assets (note 13)	–	(0.1)	(0.1)	–	–	–	(0.1)
Reclassifications to inventory	–	0.6	0.6	–	–	–	0.6
Reclassifications	5.9	(5.9)	–	(1.6)	1.6	–	–
Reassessments and modifications	–	–	–	2.4	0.1	2.5	2.5
Exchange adjustment	(2.9)	(6.4)	(9.3)	(4.2)	(0.1)	(4.3)	(13.6)
At 31 December 2025	180.5	610.1	790.6	215.1	36.8	251.9	1,042.5

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	199

Notes to the Group Financial Statements

continued

	Owned land & buildings	Owned plant & equipment	Total owned property, plant & equipment	Right-of-use land & buildings	Right-of-use plant & equipment	Total right- of-use property, plant & equipment	Total property, plant & equipment
	£m	£m	£m	£m	£m	£m	£m
Accumulated depreciation & impairment
At 1 January 2024	44.6	324.4	369.0	84.2	20.5	104.7	473.7
Depreciation charge for the year	5.8	40.1	45.9	24.3	7.6	31.9	77.8
Impairment during the year	5.1	2.1	7.2	–	–	–	7.2
Disposals	(1.6)	(32.7)	(34.3)	(12.3)	(5.1)	(17.4)	(51.7)
Reclassifications between owned plant & equipment and right-of-use assets	–	0.9	0.9	–	(0.9)	(0.9)	–
Reclassifications	4.5	(4.5)	–	(0.5)	0.5	–	–
Reassessments and modifications	–	–	–	(3.9)	–	(3.9)	(3.9)
Inflation adjustment	–	1.1	1.1	–	–	–	1.1
Exchange adjustment	(1.3)	(12.0)	(13.3)	(3.4)	(0.9)	(4.3)	(17.6)
At 31 December 2024	57.1	319.4	376.5	88.4	21.7	110.1	486.6
Depreciation charge for the year	7.2	42.3	49.5	24.2	8.1	32.3	81.8
Impairment during the year	0.1	0.6	0.7	2.1	–	2.1	2.8
Disposals	(5.5)	(25.4)	(30.9)	(20.7)	(4.3)	(25.0)	(55.9)
Reclassifications	(5.7)	5.7	–	0.9	(0.9)	–	–
Reassessments and modifications	–	–	–	(0.2)	(0.5)	(0.7)	(0.7)
Exchange adjustment	(0.5)	(2.7)	(3.2)	(2.3)	(0.3)	(2.6)	(5.8)
At 31 December 2025	52.7	339.9	392.6	92.4	23.8	116.2	508.8
Net book value at 31 December 2023	101.6	280.3	381.9	93.2	15.4	108.6	490.5
Net book value at 31 December 2024	117.1	270.0	387.1	100.6	10.8	111.4	498.5
Net book value at 31 December 2025	127.8	270.2	398.0	122.7	13.0	135.7	533.7

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	200

Notes to the Group Financial Statements

continued

Owned property, plant & equipment

In 2025, an impairment of £2.8m (2024: £7.2m ) has been recognised in the year in

relation to the capacity optimisation pillar of Performance Excellence.

In 2025, the inflation adjustment recorded was to increase cost by £nil (2024: £1.3m)

and increase accumulated depreciation by £nil (2024: £1.1m). The inflation

adjustments relate to owned plant and equipment assets located in Argentina,

within the Minerals Division. Inflation adjustments were recorded in accordance with

IAS 29 'Financial Reporting in Hyperinflationary Economies'.

The carrying amount of assets under construction included in plant and equipment

is £34.3m (2024: £48.9m).

Right-of-use assets

The Group leases many assets, including buildings, vehicles, forklifts, photocopiers

and printers, machinery and IT equipment. Building lease terms are negotiated on

an individual basis and contain a wide range of terms from one to 20 years. The

average lease term is approximately five years. Plant and equipment lease terms

range from one to 16 years, with an average lease term of approximately four years.

The current and non-current lease liabilities are disclosed in notes 20 and 30

respectively. The maturity analysis of contractual undiscounted cash flows is

included in note 30. The following table shows the breakdown of the lease expense

between amounts charged to operating profit and amounts charged to finance

costs in the Consolidated Income Statement in the year.

	2025	2024
	£m	£m
Depreciation of right-of-use assets	(32.3)	(31.9)
Expenses relating to short-term leases	(9.4)	(10.9)
Expenses relating to leases of low value assets, excluding short-term leases of low value	(2.0)	(1.9)
Income from sub-leasing right-of-use assets	0.2	0.3
Expenses relating to variable lease payments not included in the measurement of lease liabilities	(1.7)	(1.2)
Charge to operating profit	(45.2)	(45.6)
Finance cost - interest expense related to lease liabilities	(6.1)	(5.9)
Charge to profit before tax from continuing operations	(51.3)	(51.5)

The total cash outflow in the year, which includes right-of-use cash flows and

associated finance costs, as well as cash flows for the above expenses, is £48.6m

(2024: £44.5m). Future cash outflows from leases not yet commenced to which the

Group is committed total £nil (2024 : £56.0m).

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	201

Notes to the Group Financial Statements

continued

13. Intangible assets

	Goodwill	Brand names	Customer & distributor relationships	Purchased software	Intellectual property & trademarks	Development costs	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 January 2024	842.6	274.2	183.3	100.0	129.8	49.5	70.5	1,649.9
Additions	–	–	–	3.0	–	2.1	–	5.1
Disposals	–	–	–	(5.0)	(53.3)	(1.1)	(1.9)	(61.3)
Reclassifications from property, plant & equipment (note 12)	–	–	–	0.1	–	–	–	0.1
Reclassifications	–	–	(0.1)	0.1	–	–	–	–
Inflation adjustment	–	–	–	0.1	–	–	–	0.1
Exchange adjustment	(2.1)	4.6	1.3	(2.6)	(4.7)	(0.5)	1.2	(2.8)
At 31 December 2024	840.5	278.8	184.5	95.7	71.8	50.0	69.8	1,591.1
Additions	–	–	–	0.7	–	4.5	–	5.2
Acquisitions	517.2	59.0	119.7	–	82.5	–	–	778.4
Disposals	–	–	(0.3)	(5.9)	–	(0.9)	(1.8)	(8.9)
Reclassifications from property, plant & equipment (note 12)	–	–	–	0.1	–	–	–	0.1
Reclassifications	–	–	–	(1.8)	0.7	2.6	(1.5)	–
Exchange adjustment	(26.1)	(16.5)	(5.7)	(0.9)	–	0.7	(4.3)	(52.8)
At 31 December 2025	1,331.6	321.3	298.2	87.9	155.0	56.9	62.2	2,313.1

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	202

Notes to the Group Financial Statements

continued

	Goodwill	Brand names	Customer & distributor relationships	Purchased software	Intellectual property & trademarks	Development costs	Other	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Accumulated amortisation & impairment
At 1 January 2024	3.1	0.5	92.0	66.8	87.4	41.5	42.6	333.9
Charge for the year	–	0.2	5.5	10.6	8.8	1.4	6.2	32.7
Impairment during the year	–	18.6	–	–	–	–	–	18.6
Disposals	–	–	–	(4.9)	(53.3)	(1.1)	(1.9)	(61.2)
Reclassifications	–	–	(0.1)	0.1	–	–	–	–
Inflation adjustment	–	–	–	0.1	–	–	–	0.1
Exchange adjustment	0.1	0.4	(0.1)	(2.9)	(1.4)	(0.2)	0.8	(3.3)
At 31 December 2024	3.2	19.7	97.3	69.8	41.5	41.6	47.7	320.8
Charge for the year	–	0.3	9.8	7.1	10.2	1.4	6.2	35.0
Disposals	–	–	–	(5.7)	–	(0.9)	(1.8)	(8.4)
Disposal of business	–	–	–	–	–	–	–	–
Group transfers	–	–	–	–	–	–	–	–
Reclassifications from property, plant & equipment (note 12)	–	–	–	–	–	–	–	–
Reclassifications from right-of-use assets (note 12)	–	–	–	–	–	–	–	–
Reclassifications	–	–	–	(1.8)	0.7	2.6	(1.5)	–
Exchange adjustment	0.1	(1.4)	(5.0)	(0.9)	(2.0)	0.1	(3.1)	(12.2)
At 31 December 2025	3.3	18.6	102.1	68.5	50.4	44.8	47.5	335.2
Net book value at 31 December 2023	839.5	273.7	91.3	33.2	42.4	8.0	27.9	1,316.0
Net book value at 31 December 2024	837.3	259.1	87.2	25.9	30.3	8.4	22.1	1,270.3
Net book value at 31 December 2025	1,328.3	302.7	196.1	19.4	104.6	12.1	14.7	1,977.9

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	203

Notes to the Group Financial Statements

continued

In 2025, the inflation adjustment recorded was to increase cost by £nil (2024: £0.1m)

and increase accumulated amortisation by £nil (2024: £0.1m). The inflation

adjustments related to purchased software assets located in Argentina, within the

Minerals Division. Inflation adjustments were recorded in accordance with IAS 29

'Financial Reporting in Hyperinflationary Economies'.

The carrying amount of assets under construction included in intangible assets is

£nil ( 2024: £2.1m).

Brand names, with the exception of the Motion Metrics™ brand name, have been

assigned an indefinite useful life and, as such, are not amortised, but are tested

annually for impairment, as detailed in note 15. In the prior year, a decision was

taken to rebrand certain products within the Minerals Division and this resulted in a

write down of the Trio brand name to nil. An exceptional impairment loss of £18.6m

was recognised in 2024 (note 6). At 31 December 2025 the carrying value of brand

names with an indefinite life was £300.5m (2024 : £256.6m). The Motion Metrics™

brand name has an expected useful life of 15 years and is being amortised over this

period.

Brand names includes ESCO®, WARMAN®, Micromine® and LINATEX®, all of which are

considered to be leaders in their respective markets. The allocation of significant

brand names is as follows.

	Brand names
	2025	2024
	£m	£m
ESCO®	126.7	136.2
WARMAN®	61.7	66.3
Micromine®	61.5	–
LINATEX®	45.5	45.5
Other1	7.3	11.1
	302.7	259.1

Note

1. Included within 'Other' is the Motion Metrics® brand name, which has a carrying value of

£2.2m at 31 December 2025 (2024: £2.5m), and is being amortised over an expected

remaining useful life of 11 years (2024: 12 years).

The allocation of customer and distributor relationships, and the amortisation period of

these assets is as follows.

	Remaining amortisation period		Customer & distributor relationships
	2025	2024	2025	2024
	Years	Years	£m	£m
ESCO	20-23	21-24	75.0	84.6
Carriere Industrial Supply	11	12	2.0	2.3
Micromine	14	n/a	119.1	–
Other	n/a	Up to 1	–	0.3
			196.1	87.2

14. Business combinations

Mining Software Holdings Pty Ltd

The Group completed the acquisition of Mining Software Holdings Pty Ltd

('Micromine') on 30 April 2025, for an enterprise value of Australian Dollar $1,310.0m

(£624.0m). Micromine is a leading software provider to the mining industry with

comprehensive solutions across the upstream mining value chain from exploration

through mine design and planning, operational scheduling and mining operations

in hard ore, soft ore and underground applications. The Group paid cash

consideration of Australian Dollar $1,332.5m (£634.5m) upon completion of the

acquisition of which Australian Dollar $15.1m will be held in escrow for 12 months to

cover any claims of specific indemnities.

The provisional fair values, which are subject to finalisation within 12 months of

acquisition, are disclosed in the following table. The fair values will be finalised in the

first half of 2026. There are certain intangible assets included in the Australian Dollar

$910.3m (£433.5m) of goodwill recognised that cannot be individually separated

and reliably measured due to their nature. These items include the future growth of

the business, synergies and an assembled workforce.

The gross amount and fair value of Micromine trade receivables amounts to £13.3m.

It is expected that virtually all the contractual amounts will be collected.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	204

Notes to the Group Financial Statements

continued

Townley Engineering and Manufacturing Company., LLC. and Townley Foundry

and Machine Co., LLC.

The Group completed the acquisition of Townley Engineering and Manufacturing

Company, LLC. and Townley Foundry and Machine Co., LLC (combined 'Townley') on

28 August 2025, for an enterprise value of US Dollar $150.0m (£110.9m). Founded in

1963, Townley is a leading provider of mining wear and abrasion solutions with an

extensive product range including slurry pumps, dredge pumps, cast foundry

products, valves, urethane parts, hoses and rubber linings. Townley’s operations,

which include a foundry, and urethane and rubber products manufacturing, are

based in Ocala, within the phosphate mining region of north central Florida. The

Group paid cash consideration of US Dollar $185.1m (£136.9m) upon completion of

the acquisition, which included adjustments for net debt and working capital, and of

which US Dollar $1.5m will be held in escrow for 12 months to cover any claims of

specific indemnities.

The provisional fair values, which are subject to finalisation within 12 months of

acquisition, are disclosed in the following table. The fair values will be finalised in

2026, within the 12-month permitted period, including the identification and

valuation of intangible assets. There are certain intangible assets included in the

combined total of US Dollar $82.8m (£61.2m) for the goodwill recognised that

cannot be individually separated and reliably measured due to their nature. These

items include the future growth of the business, synergies and an assembled

workforce. The gross amount and fair value of Townley trade receivables amounts to

£8.0m. It is expected that virtually all the contractual amounts will be collected.

Fast2Mine Tecnologia e Desenvolvimento de Sistemas Ltda

The Group completed the acquisition of Fast2Mine Tecnologia e Desenvolvimento

de Sistemas Ltda ('Fast2Mine') on 11 November 2025, for an enterprise value of

Brazilian Real 172.4m (£24.7m). Fast2Mine is a Brazil-based software provider to the

mining industry, with a focus on mine management solutions. The Group paid initial

cash consideration of Brazilian Real 167.8m (£24.0m) upon completion of the

acquisition, with a further deferred consideration of Brazilian Real 10.5m (£1.5m)

recognised, which is being held to cover any claims of specific indemnities and fully

payable six years after the date of acquisition.

The provisional fair values, which are subject to finalisation within 12 months of

acquisition, are disclosed in the following table. The fair values will be finalised in

2026, within the 12-month permitted period, including the identification and

valuation of intangible assets. There are certain intangible assets included in the

Brazilian Real 157.0m (£22.5m) of goodwill recognised that cannot be individually

separated and reliably measured due to their nature. These items include the future

growth of the business, synergies and an assembled workforce. The gross amount

and fair value of Fast2Mine trade receivables amounts to £1.4m. It is expected that

virtually all the contractual amounts will be collected.

	2025	2025	2025	2025
	£m	£m	£m	£m
	Micromine	Townley	Fast2Mine	Total
Property, plant & equipment - owned assets	0.8	18.4	1.3	20.5
Property, plant & equipment - right-of-use assets	2.5	0.1	–	2.6
Intangible assets
Customer and distributor relationships	119.7	–	–	119.7
Intellectual property & trademarks	81.7	–	0.8	82.5
Brand name	59.0	–	–	59.0
Inventories	0.2	30.8	0.1	31.1
Trade & other receivables	13.3	8.0	1.4	22.7
Deferred tax assets	7.7	–	–	7.7
Cash & cash equivalents	9.9	25.1	0.5	35.5
Interest-bearing loans & borrowings	(3.4)	(0.1)	–	(3.5)
Trade & other payables	(30.6)	(5.3)	(0.6)	(36.5)
Income tax payable	(2.4)	–	(0.2)	(2.6)
Provisions	(2.7)	(1.3)	(0.3)	(4.3)
Deferred tax liabilities	(54.7)	–	–	(54.7)
Provisional fair value of net assets acquired	201.0	75.7	3.0	279.7
Goodwill arising on acquisition	433.5	61.2	22.5	517.2
Total consideration	634.5	136.9	25.5	796.9
Cash consideration	634.5	136.9	24.0	795.4
Deferred consideration	–	–	1.5	1.5
Total consideration	634.5	136.9	25.5	796.9
The total net cash outflow on current year acquisitions was as follows:
Cash consideration paid	634.5	136.9	24.0	795.4
Cash & cash equivalents acquired	(9.9)	(25.1)	(0.5)	(35.5)
Total cash outflow (note 26)	624.6	111.8	23.5	759.9

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	205

Notes to the Group Financial Statements

continued

Micromine, Townley and Fast2Mine contributed £63.7m to revenue and an operating

profit of £19.2m (before adjusting items) in the period from the acquisitions to 31

December 2025. If the acquisitions had occurred at the start of 2025, the revenue

and statutory profit for the period from acquired operations would not have had a

material impact on the results disclosed in the Consolidated Income Statement and,

therefore, are not separately disclosed.

Contingent consideration

SentianAI

Included in the sale and purchase agreement of SentianAI in November 2023, a

maximum of an additional SEK23.7m (£1.9m) is payable by the Group contingent on

SentianAI exceeding specific revenue and EBITDA margin targets over the next two

years and meeting non-financial targets by the end of 2026. The entry point for any

contingent payment would require significant growth in terms of revenue and

EBITDA margin by 2026. While the Group expects SentianAI to grow as it leverages

the benefits of being partnered with Minerals, and the opportunities within ESCO, the

entry targets are considered challenging. As a result, no contingent consideration

has been recorded at the balance sheet date in both the current and prior periods.

This will be reassessed at each future reporting period.

Fast2Mine

Included in the sale and purchase agreement of Fast2Mine, a maximum of an

additional Brazilian Real 69.0m (£9.3m) is payable by the Group contingent on

Fast2Mine exceeding specific revenue and EBITDA margin targets by the end of

2026. If these targets are met, the contingent consideration would be paid by Group

in 2027. No contingent consideration has been recorded at the balance sheet date

in the current year. This will be reassessed at each future reporting date.

15. Impairment testing of goodwill & intangible assets with

indefinite lives

Goodwill acquired through business combinations and intangible assets with

indefinite lives have been allocated at acquisition to Cash Generating Units (CGUs)

that are expected to benefit from the business combination. The Group tests

goodwill and intangible assets (brand names) with indefinite lives annually for

impairment, or more frequently if there are indications that these might be

impaired.

The carrying amounts of goodwill and intangible assets with indefinite lives have

been allocated as per the table below.

	Goodwill	Intangibles	Goodwill	Intangibles
	2025	2025	2024	2024
	£m	£m	£m	£m
Minerals	419.5	112.3	371.4	120.4
ESCO	908.8	188.2	465.9	136.2
Total Group	1,328.3	300.5	837.3	256.6

Description of CGUs

A description of each of the CGUs is provided below, along with a summary of the

key drivers of revenue growth and operating profit margin.

Minerals

Minerals includes the WARMAN® and LINATEX® brands. Weir Minerals companies

supply pumps and associated equipment and services to all global mining markets.

The key drivers for revenues are: (i) levels of mining capital expenditure that drives

demand for original equipment; and (ii) levels of actual mining activity that drives

demand for spare parts and service. Independent forecasts of mining capital

expenditure and activity have been used to derive revenue growth assumptions.

These independent forecasts were prepared during the final quarter of 2025.

The goodwill and intangible assets arising from the acquisition of Townley have

been included within the Minerals CGU. At 31 December 2025, the purchase price is

considered to reflect the fair value of the assets and, therefore, the addition to the

Minerals CGU is considered to have a neutral impact on the impairment analysis.

ESCO

ESCO includes the ESCO®, Bucyrus Blades and Micromine® brands. This CGU is a

supplier of Ground Engaging Tools (GET) and associated equipment and services to

the mining and infrastructure industries. It also supplies equipment-agnostic

software solutions to the mining industry. The key drivers for revenues are: (i) levels

of mining and infrastructure capital expenditure that drives both demand for original

equipment used in minerals extraction processes and for software solutions which

are used in resource exploration, and mine design and planning; and (ii) levels of

actual mining and infrastructure activity that drives demand for spare parts and

service, as well as software used in resource exploration, mine planning and

operation. Independent forecasts of expenditure in these sectors have been used to

derive revenue growth assumptions. These independent forecasts were prepared

during the final quarter of 2025.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	206

Notes to the Group Financial Statements

continued

The goodwill and intangible assets arising from the acquisition of Micromine and

Fast2Mine have been included within the ESCO CGU.

Impairment testing assumptions

Impairment testing requires an estimate of the value in use of the CGUs to which

the goodwill and intangible assets are allocated. To estimate the value in use, the

Group estimates the expected future cash flows from the CGU and discounts them

to their present value at a determined discount rate, which is appropriate for the

geographic location of the CGU. Forecasting expected cash flows and selecting an

appropriate discount rate inherently requires estimation. The forecasts reflect latest

strategic plans, for each of the CGUs, covering a period of five years, with cash flows

beyond five years extrapolated using an estimated growth rate. The strategic plans

incorporate initial plans for achieving the Group’s long-term sustainability goals,

which are described more fully in the Strategic report.

The basis of the impairment tests for the two CGUs, including key assumptions, are

set out in the table below.

CGU	Basis of valuation	Period of forecast	Discount rate 1	Real growth2	Key assumptions3	Source
Minerals	Value in use	5 years	12.9% (2024: 12.8%)	0.0% (2024: 0.0%)	Revenue growth/ Adjusted operating profit margins	External forecast Historic experience
ESCO	Value in use	5 years	12.9% (2024: 13.2%)	0.0% (2024: 0.0%)	Revenue growth/ Adjusted operating profit margins	External forecast Historic experience

Notes

1. Discount rate

The pre-tax nominal weighted average cost of capital (WACC) is the basis for the discount

rate, with adjustments made for geographic risk. The WACC is the weighted average of the

pre-tax cost of debt financing and the pre-tax cost of equity finance. The discount rate has

increased in Minerals, due to changes in country mix with mining asset betas remaining

stable, and ESCO has decreased also due to changes in country mix.

2. Real growth

For both CGUs the real growth beyond the five-year forecast period typically reflects external

International Monetary Fund (IMF) forecast growth rates for the countries in which the CGU

operates. While short-term inflation rates have eased in the last 12 months, for modelling

purposes we have continued to restrict the real growth to 0.0% in both CGUs to compensate

for current volatility in rates. We do not believe this reflects our outlook on real growth given

the global nature of these businesses, the long-term growth prospects in their end-markets

and the fact that they sell a significant proportion of their products to emerging markets,

which also have strong long-term growth prospects.

3. Adjusted operating profit margins

Adjusted operating profit margins have been forecast based on historic levels taking

cognisance of the likely impact of changing economic environments and competitive

landscapes on volumes and revenues, and the impact of associated management actions.

Impairment testing and sensitivity analysis

The Directors consider that the assumptions made represent their best estimate of

the future cash flows generated by the CGU, and that the discount rate used is

appropriate given the risks associated with the specific cash flows. The resulting

value in use model for the Minerals and ESCO CGUs show significant headroom

above carrying value.

While cash flow projections are subject to inherent uncertainty, sensitivity analysis

has been performed for these CGUs, the results of which shows there is no

reasonably possible change in key assumptions that would cause the carrying value

amounts to exceed recoverable amounts. A 1% increase in the pre-tax discount rate

and 1% decrease in growth rate for each CGU, also indicated significant headroom

on the carrying value of the assets.

Additionally, the Directors have considered scenarios consistent with meeting the

Paris goals of limiting the global temperature increase to well below 2°C, which the

Directors consider to be a reasonably possible outcome. In these scenarios,

assumptions have been made over the price and production volumes of certain

commodities, that are key to end customers, with several of these commodities

being vital globally in achieving the Paris goals. Under the scenarios considered by

the Directors, there are no indicators of impairment in relation to either CGU.

16. Investments in joint ventures

At the year end, the Group held an investment in one joint venture, ESCO Elecmetal

Fundición Limitada.

	£m
At 1 January 2024	12.2
Share of results	1.9
Exchange adjustment	(1.3)
At 31 December 2024	12.8
Share of results	1.7
Exchange adjustment	0.5
At 31 December 2025	15.0

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	207

Notes to the Group Financial Statements

continued

The balance sheet of the Group's joint venture is detailed below.

	2025	2024
	£m	£m
Current assets	15.6	15.1
Non-current assets	25.0	25.3
Current liabilities	(4.9)	(6.9)
Non-current liabilities	—	(2.3)
Net assets	35.7	31.2

The revenue and profit of the Group's joint venture is included below.

	2025	2024
	£m	£m
Revenue	27.0	26.6
Cost of sales	(22.8)	(21.7)
Income tax expense	(0.8)	(1.0)
Interest	–	(0.1)
Profit after tax	3.4	3.8

The Group’s investment in the joint venture is included in the list of subsidiaries on

pages 251 to 262.

17. Inventories

	2025	2024
	£m	£m
Raw materials	27.3	32.2
Work in progress	49.9	59.2
Finished goods	570.2	488.7
	647.4	580.1

In 2025, the cost of inventories recognised as an expense within cost of sales

amounted to £1,448.1m (2024 restated (note 5): £ 1,446.6m). In 2025 , the write down

of inventories to net realisable value amounted to £23.8m ( 2024: £10.9m), of which

£0.5m (2024: £nil) was recognised as an exceptional item (note 6). The reversal of

previous write downs amounted to £21.1 m ( 2024: £7.1m).

18. Trade & other receivables

Other receivables presented as non-current on the face of the Consolidated Balance Sheet of

£41.0m ( 2024: £ 44.3m) are primarily in respect of insurance contracts and Trust Owned Life

Insurance policy investments of £39.0m (2024: £42.7m) that provide a form of security for

certain unfunded employee benefit plans operated by ESCO.

Current trade and other receivables are analysed in the following table.

	2025	2024
	£m	£m
Trade receivables	442.0	416.4
Loss allowance	(14.4)	(13.3)
	427.6	403.1
Other debtors	44.0	33.7
Sales tax receivable	14.9	29.3
Prepayments	34.5	45.4
Contract assets	33.9	35.2
	554.9	546.7

The average credit period on sales of goods is 61 days (2024: 59 days) on a

continuing basis. Other debtors includes £nil (2024: £0.3m) in respect of amounts

due from joint ventures, and £nil (2024: £4.1m) in respect of insurance contracts

relating to asbestos-related claims (note 22).

Impairment of trade & other receivables

The Group has two types of financial assets that are subject to the IFRS 9 'Financial

instruments' expected credit loss model:

– trade receivables for sales of products and services; and

– contract assets.

The Group applies the IFRS 9 simplified approach to measuring expected credit

losses, which uses a lifetime expected loss allowance for all trade receivables and

contract assets. To measure the expected credit losses, trade receivables and

contract assets have been grouped based on shared credit risk characteristics.

The contract assets relate to unbilled work in progress and have substantially the

same risk characteristics as the trade receivables for the same types of contracts.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	208

Notes to the Group Financial Statements

continued

Due to the way in which these contracts are managed, expected credit loss, if

recognised, is included within the loss allowance for trade receivables.

Due to the diverse end-markets and customer geographies within the Group, the

methodology applied to arrive at the expected loss rate is dictated by local

circumstances. For short-term trade receivables, historical loss rates might be an

appropriate basis for the estimate of expected future losses. They are then adjusted

to reflect current and forward-looking information on macroeconomic factors

affecting the ability of the customers to settle the receivables. As such, one

methodology applied is the use of a provision matrix, where different loss rates are

applied depending on the number of days that a trade receivable is past due.

Alternatively, the expected credit loss is calculated on an individual customer basis

based on historical loss data for that customer, their receivables ageing, and any

other knowledge of the customer’s current and forecast financial position.

Trade receivables and contract assets are written off when there is no reasonable

expectation of recovery.

Impairment losses on trade receivables and contract assets are presented as net

impairment losses within operating profit (note 5). Subsequent recoveries of

amounts previously written off are credited against the same line item.

The gross carrying amount of trade receivables, for which the loss allowance is

measured at an amount equal to the lifetime expected credit losses under the

simplified method, is analysed as follows.

Analysis of gross carrying amount of trade receivables by days

past due

	2025	2024
	£m	£m
Not past due	298.9	304.5
Up to 3 months past due	110.8	61.7
Between 3 & 6 months past due	7.8	16.8
More than 6 months past due	24.5	33.4
	442.0	416.4

Reconciliation of opening to closing loss allowance for trade

receivables

	2025	2024
	£m	£m
Balance at the beginning of the year	(13.3)	(12.9)
Impairment losses recognised on receivables	(3.3)	(4.0)
Arising on acquisition	(1.5)	–
Amounts written off as uncollectable	0.6	0.5
Amounts recovered during the year	1.1	0.2
Impairment losses reversed	1.5	2.8
Exchange adjustment	0.5	0.1
Balance at the end of the year	(14.4)	(13.3)

Amounts recovered during the year includes an amount of £0.6m (2024: £0.3m)

recognised as an exceptional item. There were no impairment losses recognised on

receivables reported as an exceptional item in 2025 (2024: £nil).

The Group has recognised the following assets in relation to contracts with

customers.

	2025	2024
	£m	£m
Construction contract assets	4.3	6.0
Accrued income	29.6	29.2
Total contract assets	33.9	35.2

The decrease in construction contract assets relates to a combination of the mix

of contracts, and the timing of billing partially offset by new contracts entered into

in 2025.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	209

Notes to the Group Financial Statements

continued

19. Cash & short-term deposits

	2025	2024
	£m	£m
Cash at bank & in hand	482.0	528.1
Short-term deposits	27.0	28.3
	509.0	556.4
For the purposes of the Consolidated Cash Flow Statement, cash & cash equivalents comprise the following:
Cash & short-term deposits	509.0	556.4
Bank overdrafts (note 20 )	(1.3)	(29.5)
	507.7	526.9

Cash at bank and in hand earns interest at floating-rates based on daily bank

deposit rates. Short-term deposits are made for varying periods of between one

day and three months, depending on the immediate cash requirements of the

Group and earns interest at the respective short-term deposit rates.

The Group operates a notional cash pooling arrangement in which individual

balances are not offset for reporting purposes as the Group does not intend to

settle on a net basis. Cash and short-term deposits at 31 December 2025 includes

£0. 6m (2024: £29.5m) that is part of this arrangement and both cash and interest-

bearing loans and borrowings are grossed up by this amount.

20. Interest-bearing loans & borrowings

	2025	2024
	£m	£m
Current
Bank overdrafts	1.3	29.5
Fixed-rate notes	98.9	–
Lease liabilities	23.5	25.7
	123.7	55.2
Non-current
Bank loans1	478.2	(2.1)
Fixed-rate notes	1,048.3	936.6
Lease liabilities	132.4	101.3
	1,658.9	1,035.8
Note
1. 2024 balance relates to unamortised issue costs.

The Group operates a notional cash pooling arrangement in which individual

balances are not offset for reporting purposes as the Group does not intend to

settle on a net basis. Cash and short-term deposits at 31 December 2025 includes

£0.6m (2024: £29.5m) that is part of this arrangement and both cash and interest-

bearing loans and borrowings are grossed up by this amount.

	Weighted average interest rate
		Interest	2025	2024	2025	2024
Bank loans	Maturity	basis	%	%	£m	£m
Sterling floating-rate revolving credit facility	2029	£ SONIA	4.40	–	83.4	(2.1)
Australian Dollar floating-rate term loan	2027	A$ BBSY	4.91	–	394.8	–
Non-current bank loans					478.2	(2.1)

The weighted average interest rates include an applicable margin over and above

the interest basis.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	210

Notes to the Group Financial Statements

continued

	Fixed interest rate
		Interest	2025	2024	2025	2024
Fixed-rate notes	Maturity	basis	%	%	£m	£m
United States Dollar Sustainability-Linked Notes	2026	FIXED	2.20	2.20	98.9	637.6
Sterling Sustainability-Linked Notes	2028	FIXED	6.88	6.88	149.4	298.4
United States Dollar Bond Notes	2030	FIXED	5.35	–	700.7	–
Australian Dollar Bond Notes	2031	FIXED	5.20	–	197.6	–
Other loans	2027	FIXED	5.00	5.00	0.6	0.6
					1,147.2	936.6
Less: current instalments due on fixed-rate notes
United States Dollar Sustainability-Linked Notes	2026	FIXED			98.9	–
Non-current fixed-rate notes					1,048.3	936.6

The disclosures above represent the interest profile and currency profile of financial

liabilities before the impact of derivative financial instruments.

The Group utilises a number of sources of funding including Sustainability-Linked Notes,

Bond Notes, revolving credit facility, term loan and uncommitted facilities.

In February 2024, the Group chose to reduce its US Dollar $800m multi-currency

revolving credit facility (RCF) by US Dollar $200m.

Subsequently, in March 2024, the Group exercised the option to extend its US Dollar

$600m multi-currency RCF by one year, which will now mature in April 2029.

In February 2025, the Group entered into an Australian Dollar $1,200m term loan facility

with a syndicate of 12 banks to finance its purchase of Micromine. The facility was due to

mature in February 2026 with an option to extend to February 2027. In January 2026, the

Group enacted a term out option on the facility resulting in the loan being extended to

February 2028.

In May 2025, the Group completed the issue of five-year US Dollar $950m Bond Notes

due to mature in May 2030. Using the cash from this issuance, the Group elected to buy

back some of its existing notes. This reduced its US Dollar $800m and £300m

Sustainability-Linked Notes to US Dollar $133.1m and £150m, which are due to mature in

May 2026 and May 2028 respectively. Unamortised issue costs were also released in line

with the reduction.

In October 2025, the Group completed the issue of Australian Dollar $400m Bond

Notes due to mature in January 2031. Cash from the issuance was used to reduce

the term loan facility to Australian Dollar $800m.

At 31 December 2025, £83.4m (2024: £nil) was drawn under the US Dollar $600m multi-

currency RCF, which is disclosed net of unamortised issue costs of £1.6m (2024: £2.1m).

At 31 December 2025, a total of £248.3m (2024: £936.0m) was outstanding under

Sustainability-Linked Notes, which is disclosed net of unamortised issue costs of £0.6m

(2024: £3.0m).

At 31 December 2025, a total of £394.8m (2024: £nil) was outstanding under term loan,

which is disclosed net of unamortised issue costs of £2.0m (2024: £nil).

At 31 December 2025, a total of £898.3m (2024: £nil) was outstanding under Bond Notes,

which is disclosed net of unamortised issue costs of £6.2m (2024: £nil).

21. Trade & other payables

	2025	2024
	£m	£m
Current
Trade payables	240.9	242.1
Other creditors	17.5	8.2
Other taxes & social security costs	11.1	6.2
Accruals	222.7	226.3
Deferred consideration payable	–	0.6
Contract liabilities	156.9	135.3
	649.1	618.7
Non-current
Deferred consideration payable	1.5	–
	1.5	–

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	211

Notes to the Group Financial Statements

continued

Liabilities under supplier finance arrangements

Trade payables includes balances due to suppliers that have signed up to a supply

chain financing programme, under which all invoices are settled via a partner bank.

Supplier finance arrangements are characterised by one or more finance providers

offering to pay amounts that an entity owes its suppliers and the entity agreeing to

pay according to the terms and conditions of the arrangements at the same date,

or a date later than, when suppliers are paid. These arrangements provide the entity

with extended payment terms, or the suppliers with early payment terms, compared

to the related invoice payment due date. The value of the liability payable by the

Group remains unchanged.

Range of payment due dates	2025	2024
Liabilities under supplier finance arrangements	90–120 days after invoice date	90–120 days after invoice date
Comparable trade payables that are not part of the supplier finance arrangements (same line of business)	0–90 days after invoice date	0–90 days after invoice date
Carrying amount of liabilities under supplier finance arrangement	£m	£m
Liabilities under supplier finance arrangement	99.7	99.6
Of which the supplier has received payment from the finance provider	32.5	34.0

There were no material business combinations or foreign exchange differences that

would affect the liabilities under supplier finance arrangements in the period. There

were no non-cash transfers from trade payables to liabilities under the supplier

finance arrangements.

The carrying amounts of liabilities under the supplier finance arrangement are

considered to be reasonable approximations of their fair values, due to their short-

term nature.

The Group assesses the arrangement against indicators to assess if debts, which

vendors have sold to the partner bank under the supplier financing scheme,

continue to meet the definition of trade payables or should be classified as

borrowings. At 31 December 2025 and 31 December 2024, the payables met the

criteria of trade payables and the arrangement had no impact on the results or the

financial position of the Group. The Group presents the cash outflows to settle the

liabilities under supplier finance arrangements as arising from operating activities in

the statement of cash flows.

The Group has recognised the following liabilities in relation to contracts with

customers.

	2025	2024
	£m	£m
Construction contract liabilities	3.8	14.8
Deferred income	153.1	120.5
Total contract liabilities	156.9	135.3

Excluding acquisitions, there has been a decrease in contract liabilities in the year,

driven by the release of deferred income due to several large projects completing

in 2025 as well as a shift in mix of contracts.

Revenue recognised in relation to contract liabilities

The following table shows the revenue recognised in the current reporting period

related to carried forward contract liabilities.

	2025	2024
	£m	£m
Revenue recognised that was included in the contract liability balance at the beginning of the year	127.2	68.9

Transaction price allocated to unsatisfied performance obligations

The transaction price allocated to performance obligations unsatisfied at the year end is

£157.5m (2024: £100.5m). This relates only to performance obligations from contracts

with a duration of over a year as permitted by the practical expedient in paragraph 121

of IFRS 15 'Revenue from contracts with customers'.

The following table shows when revenue is expected to be recognised for

unsatisfied performance obligations from contracts with a duration of over one year.

	2025	2024
	£m	£m
Less than one year	103.0	66.8
After one year, but not more than five years	41.7	3.4
After five years	12.8	30.3
Total value of performance obligations unsatisfied from contracts with a duration over one year	157.5	100.5

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	212

Notes to the Group Financial Statements

continued

22. Provisions

	Warranties & contract claims	Asbestos -related	Employee -related	Exceptional items	Other	Total
	£m	£m	£m	£m	£m	£m
At 1 January 2025	11.3	71.6	15.3	16.0	11.8	126.0
Additions	15.8	1.7	22.2	72.4	0.9	113.0
Acquisitions	1.3	–	3.0	–	–	4.3
Utilised	(13.7)	(4.8)	(21.2)	(46.1)	(1.0)	(86.8)
Unutilised	(1.0)	0.4	(0.6)	(1.6)	(0.3)	(3.1)
Reclassifications	–	(1.2)	–	(0.5)	1.7	–
Deconsolidation of US subsidiary	–	(63.3)	–	–	–	(63.3)
Exchange adjustment	(0.5)	(4.4)	0.3	0.1	(0.5)	(5.0)
At 31 December 2025	13.2	–	19.0	40.3	12.6	85.1
Current 2025	13.2	–	13.1	39.2	2.2	67.7
Non-current 2025	–	–	5.9	1.1	10.4	17.4
At 31 December 2025	13.2	–	19.0	40.3	12.6	85.1
Current 2024	11.3	9.8	9.4	16.0	1.8	48.3
Non-current 2024	–	61.8	5.9	–	10.0	77.7
At 31 December 2024	11.3	71.6	15.3	16.0	11.8	126.0

The impact of discounting is only material for the asbestos-related category of

provision, with lower discount rates at 28 July 2025, resulting in a £0.6m increase in

the provision, which is reflected as unutilised above.

Warranties & contract claims

Provision has been made in respect of actual warranty claims on goods sold and

services provided, and allowance has been made for potential warranty claims

based on past experience for goods and services sold with a warranty guarantee. At

31 December 2025, the warranties portion of the provision totalled £8.7m (2024:

£8.6m). At 31 December 2025, all of these costs relate to claims that fall due within

one year of the balance sheet date.

Provision has been made in respect of sales contracts entered into for the sale of

goods in the normal course of business where the unavoidable costs of meeting

the obligations under the contracts exceed the economic benefits expected to be

received from the contracts and before allowing for future expected aftermarket

revenue streams. Provision is made immediately when it becomes apparent that

expected costs will exceed the expected benefits of the contract. At 31 December

2025, the contract claims element, which includes onerous provision, was £4.5m

(2024: £2.7m), all of which is expected to be incurred within one year of the balance

sheet date.

Asbestos-related

The asbestos-related opening balance primarily relates to the provision of a US-

based subsidiary of the Group (£69.9m) and a small provision in relation to the UK

(£1.7m). The US-based subsidiary of the Group is co-defendant in lawsuits pending

in the US in which plaintiffs are claiming damages arising from alleged exposure to

products previously sold by the US-based subsidiary that contained asbestos. The

dates of alleged exposure currently range from the 1950s to the 1990s.

On 28 July 2025, the US-based subsidiary was placed into Chapter 11 bankruptcy

proceedings. Based on this event, it has been concluded that the Group no longer

has control to direct the activities of the US-based subsidiary and, as a result, the

subsidiary has been deconsolidated with effect from 28 July 2025. This has resulted

in the deconsolidation of the US asbestos-related provision, as well as cash balances

held by the US-based subsidiary (note 26) and deferred tax assets, and has resulted

in an exceptional gain on deconsolidation of £19.8m (note 6) and related tax charge

(note 8).

Prior to 28 July 2025, the US subsidiary's expected liability for US asbestos-related

diseases was assessed in conjunction with external advisers and based on planned

triennial actuarial reviews, the last of which took place in 2023. This review was based

on an industry standard epidemiological decay model, and the subsidiary's claims

settlement history. Further details of this can be found in the Group’s 2024 Annual

Report and Financial Statements.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	213

Notes to the Group Financial Statements

continued

In the UK, there are outstanding asbestos-related claims that are not the subject of

insurance cover. The extent of the UK asbestos exposure involves a series of legacy

employer’s liability claims that all relate to former UK operations and employment

periods in the 1950s to 1970s. In 1989, the Group’s employer’s liability insurer

(Chester Street Employers Association Ltd) was placed into run-off, which effectively

generated an uninsured liability exposure for all future long-tail disease claims with

an exposure period pre-dating 1 January 1972. All claims with a disease exposure

post 1 January 1972 are fully compensated via the government-established

Financial Services Compensation Scheme. Any settlement to a former employee

whose service period straddles 1972 is calculated on a pro rata basis. The Group

provides for these claims based on management’s best estimate of the likely costs

given past experience of the volume and cost of similar claims brought against

the Group.

The UK provision was reviewed and adjusted accordingly for claims experience in

the year, resulting in a provision of £1.2m (2024: £ 1.7m). Due to the materiality of this

provision the closing balance has been transferred to 'Other'.

Employee-related

Employee-related provisions arise from legal obligations in a number of territories in

which the Group operates, the majority of which relate to compensation associated

with periods of service. A large proportion of the provision is for long service leave.

The outflow is generally dependent upon the timing of employees’ period of leave

with the calculation of the majority of the provision being based on criteria

determined by the various jurisdictions.

Exceptional items

The exceptional items provision relates to certain exceptional charges included

within note 6 where the cost is based on a reliable estimate of the obligation.

The opening balance of £16.0m primarily relates to the Performance Excellence

programme, of which £8.3m relates to capacity optimisation and lean process costs

and £6.1m to functional transformation. Also included in the opening balance are

£1.1m relating to Russia and £0.5m of smaller balances mainly relating to legacy

legal claims.

Additions in the year of £72.4m primarily relate to £42.1m in relation to the

Performance Excellence programme and £14.9m relating to acquisition and

integration costs. Performance Excellence costs of £33.8m have been settled in the

year and acquisition and integration costs of £6.4m.

The closing balance of £40.3m primarily relates to the Performance Excellence

programme.

Other

Other provisions include environmental obligations, penalties, duties due, legal

claims and other exposures across the Group. The closing balance includes the

transfer in of the UK asbestos-related provision of £1.2m as noted above. These

balances typically include estimates based on multiple sources of information and

reports from third-party advisers. The timing of outflows is difficult to predict as

many of them will ultimately rely on legal resolutions and the expected conclusion is

based on information currently available. Where certain outcomes are unknown, a

range of possible scenarios is calculated, with the most likely being reflected in the

provision.

23. Deferred tax

	2025	2024
	£m	£m
Deferred income tax assets
Post-employment benefits	8.8	10.1
Decelerated depreciation for tax purposes	24.4	19.2
Intangible assets	10.6	12.1
Untaxed reserves	255.5	246.1
Offset against liabilities	(133.4)	(94.8)
Deferred income tax assets	165.9	192.7
Deferred income tax liabilities
Accelerated depreciation for tax purposes	(21.2)	(19.6)
Overseas tax on unremitted earnings	(3.5)	(2.6)
Intangible assets	(152.8)	(104.3)
Other temporary differences	(11.7)	(3.4)
Post-employment benefits	(11.5)	(12.7)
Offset against assets	133.4	94.8
Deferred income tax liabilities	(67.3)	(47.8)
Net deferred income tax asset	98.6	144.9

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	214

Notes to the Group Financial Statements

continued

The movement in deferred income tax assets and liabilities during the year was as follows.

	Post- employment benefits	Accelerated depreciation for tax purposes	Overseas tax on unremitted earnings	Intangible assets	Untaxed reserves, tax losses & other temporary differences	Total
	£m	£m	£m	£m	£m	£m
At 1 January 2024	(0.9)	(1.6)	(3.3)	(103.9)	174.1	64.4
(Charged) credited to the Consolidated Income Statement (note 8)	(0.7)	1.2	0.5	11.8	68.3	81.1
(Charged) credited to equity (note 8)	(1.1)	–	–	–	0.8	(0.3)
Exchange adjustment	0.1	–	0.2	(0.1)	(0.5)	(0.3)
At 31 December 2024	(2.6)	(0.4)	(2.6)	(92.2)	242.7	144.9
(Charged) credited to the Consolidated Income Statement (note 8)	(0.4)	4.3	(1.0)	0.3	2.3	5.5
Credited to equity (note 8)	0.3	–	–	–	2.9	3.2
Acquisition of business	–	–	–	(54.7)	7.7	(47.0)
Exchange adjustment	–	(0.7)	0.1	4.4	(11.8)	(8.0)
At 31 December 2025	(2.7)	3.2	(3.5)	(142.2)	243.8	98.6

Untaxed reserves primarily relate to accruals and provisions for liabilities where the

tax allowance is deferred until the cash expense occurs, and to temporarily

disallowable inventory/receivable provisions. Included in this balance is a deferred

tax asset in relation to tax losses of £105.1m (2024: £78.6m). This includes £62.9m

(2024: £53.2m) relating to US Federal and State tax losses and £37.5m (2024:

£20.2m) relating to UK tax losses. The increase in UK tax losses relates to prior period

adjustments and further losses generated in the current year.

Deferred tax assets of £37.5m (2024: £20.2m) have been recognised in respect of

entities which have suffered a tax loss in either the current or preceding period.

Deferred tax assets have been recognised in these territories on the basis of

forecast future profitability. Of the recognised deferred tax assets, £52.7m (2024:

£42.9m) of US net operating losses have no time expiry, £6.6m (2024: £3.8m) of US

foreign tax credits have a ten-year time expiry with the earliest expiration date being

2027, £11.9m (2024: £10.4m) of US research and development tax credits have a 20-

year time expiry with the earliest expiration date being 2038, and £10.1m (2024:

£10.2m) of US State attributes have varying expiries, between 2026 and 2041.

Deferred tax assets of £nil (2024: £43.5m) have been recognised in relation to

deferred deductions for intra-group interest in the US group. These attributes

remain on the balance sheet in the form of other deferred tax assets.

Deferred tax asset balances for unused tax losses of £32.9m (2024: £31.3m) have

not been recognised on the grounds that there is insufficient evidence that these

assets will be recoverable. Composition of these unrecognised assets as at 31

December 2025 are set out below.

Unrecognised tax attributes	2025 Gross closing balance	2025 Net closing balance	2024 Net closing balance
Jurisdiction	£m	£m	£m
Africa	0.9	0.3	0.2
Australia	1.6	0.5	0.5
Chile	2.1	0.5	0.6
China	6.6	1.7	6.5
Malaysia	1.3	0.3	0.3
Sweden	2.7	0.6	0.5
United Kingdom	3.8	0.9	0.6
United States	126.1	26.5	20.4
Other	7.1	1.6	1.7
Total	152.2	32.9	31.3

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	215

Notes to the Group Financial Statements

continued

Deferred tax asset balances for capital losses amounting to £1.6m (2024: £1.7m)

have not been recognised, but would be available in the event of future taxable

capital gains being incurred by the Group. Composition of these unrecognised

capital losses as at 31 December 2025 are set out in the following table.

Unrecognised capital losses	2025 Gross closing balance	2025 Net closing balance	2024 Net closing balance
Jurisdiction	£m	£m	£m
Australia	4.4	1.3	1.4
United Kingdom	1.2	0.3	0.3
Total	5.6	1.6	1.7

Unrecognised assets will be recovered when future tax charges are sufficient to

absorb these tax benefits.

The net deferred tax asset due after more than one year is £98.6m (2024: £144.9m).

Pillar Two

The Group adopted the amendments to IAS 12 'Income taxes' for the first time in the

year ended 31 December 2024. The IASB amends the scope of IAS 12 to clarify that the

Standard applies to income taxes arising from tax law enacted, or substantively enacted,

to implement the Pillar Two model rules published by the OECD, including tax law that

implements qualified domestic minimum top-up taxes described in those rules.

The amendments introduce a temporary exception to the accounting requirements

for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose

information about deferred tax assets and liabilities related to Pillar Two income

taxes. Following the amendments, the Group is required to disclose that it has

applied the exception and to disclose separately its current tax expense (income)

related to Pillar Two income taxes. The Group has applied the temporary exception

issued by the IASB in May 2023 from the accounting requirements for deferred taxes

in IAS 12. Accordingly, the Group neither recognises nor discloses information about

deferred tax assets and liabilities related to Pillar Two income taxes.

On 20 June 2023, the government of the United Kingdom, where The Weir Group

PLC is incorporated, substantively enacted the Pillar Two income taxes legislation

effective from 1 January 2024. Under the legislation, the parent company will be

required to pay, in the United Kingdom, top-up tax on profits of its subsidiaries that

are taxed at an effective tax rate of less than 15%. The Weir Group PLC falls within the

scope of Pillar Two legislation, therefore, these rules applied to the Group from

1 January 2024.

During the year, the Group has analysed its eligibility for the Transitional Country By

Country Reporting Safe Harbours on a jurisdiction by jurisdiction basis, using 2025

data. Based on the outcome of this analysis, the Group considers the main

jurisdiction for which a higher risk of exposure to Pillar Two may exist is the United

States. The Group, therefore, conducted a more in depth analysis of the application

of Pillar Two to the United States, with a particular focus on the available substance-

based concessions, and have concluded that for this specific jurisdiction, and the

wider global group, we do not anticipate that a material Pillar Two top-up tax is likely

to arise in respect of the period ending 31 December 2025 and, therefore, no impact

has been incorporated in the tax provision for the year. The Group is aware that the

rules and guidance in relation to Pillar Two continue to evolve and we are working

alongside tax specialists in order to continually assess the impact of the Pillar Two

income taxes legislation on future financial performance. As a result of this changing

landscape, there is a possibility that top-up taxes may arise at some point in the

future.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	216

Notes to the Group Financial Statements

continued

Temporary differences associated with Group investments

A deferred tax liability of £5.9m (2024: £4.1m) has been recognised in respect of

taxes on the unremitted earnings of the South American subsidiaries. As at

31 December 2025, this is the only recognised deferred tax liability in respect of

taxes on unremitted earnings, as the Group does not foresee a distribution of

unremitted earnings from other subsidiaries or joint ventures which would result in a

reversal of deferred tax. The temporary differences associated with investments in

subsidiaries and joint ventures, for which a deferred tax liability has not been

recognised, aggregate to £2,959.8m (2024: £2,649.5m).

There are no income tax consequences attaching to the payment of dividends by

the Company to its shareholders.

24. Pensions & other post-employment benefit plans

The Group operates various defined benefit pension plans in the UK and North

America. All defined benefit plans are closed to new members. The most significant

defined benefit plan is the Main funded UK plan.

UK plans

At the balance sheet date, the Group has a funded defined benefit plan - the Main

Plan and an unfunded retirement benefit plan for retired Executive Directors. The

Group also operates a defined contribution plan, the contributions to which are in

addition to those set out below, and are charged directly to the Consolidated

Income Statement.

For the defined benefit plans, benefits are related to service and final salary. The

Main Plan closed to future accrual of benefits effective from 30 June 2015.

The weighted average duration of the expected benefit payments from the Main

Plan is around ten years.

The current funding target for the Main UK Plan is to maintain assets equal to the

value of the accrued benefits. The Main Plan holds three insurance policies which

match the liabilities in respect of a significant proportion of deferred and retired

pensioners.

The regulatory framework in the UK requires the pension scheme Trustees and

Group to agree upon the assumptions underlying the funding target, and then to

agree upon the necessary contributions required to recover any deficit at the

valuation date. There is a risk to the Group that adverse experience against these

assumptions could lead to a requirement for the Group to make considerable

contributions to recover any deficit. This risk is significantly reduced through the

insurance policies held.

North American plans

The Group also sponsors funded defined benefit pension plans in the US and

Canada and certain unfunded arrangements (including post-employment

healthcare benefits for senior employees) in the US.

These plans combined make up 18% of the Group's pension and other post-

employment benefit plan commitments and 14% of the Group's total associated

assets.

The weighted average duration of these plans is around eight years.

Plan risks

The defined benefit plans in the UK and North America expose the Group to a

number of risks.

Uncertainty in benefit payments

The value of the Group's liabilities for the defined benefit plans will ultimately

depend on the amount of benefits paid out. This in turn will depend on the level of

inflation (for those benefits that are subject to some form of inflation protection)

and how long individuals live. This risk is significantly reduced through the insurance

policies held in the UK.

Volatility in asset values

The Group is exposed to future movements in the values of assets held in the

funded defined benefit plans to meet future uninsured benefit payments.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	217

Notes to the Group Financial Statements

continued

Uncertainty in cash funding

Movements in the values of the obligations or assets may result in the Group being

required to provide higher levels of cash funding, although changes in the level of

cash required can often be spread over a number of years. This risk is significantly

reduced through the insurance policies held. In addition, the Group is also exposed

to adverse changes in pension regulation.

Exchange rate movements

Movements in exchange rates will affect the value in GBP of the assets and

obligations of the Group's North American defined benefit plans.

Assumptions

The significant actuarial assumptions used for accounting purposes reflect

prevailing market conditions in the UK and North America and are as follows.

	UK pensions		North American pensions & post- retirement healthcare
	2025	2024	2025	2024
Significant actuarial assumptions:
Discount rate (% pa)	5.45	5.45	5.00	5.20
Retail Prices Inflation (RPI) assumption (% pa)	2.90	3.20	n/a	n/a
Post-retirement mortality (life expectancies in years):
Current pensioners at 65 – male	20.8	20.5	20.8	20.7
Current pensioners at 65 – female	23.0	22.9	22.7	22.7
Future pensioners at 65 – male	21.8	21.4	22.3	22.2
Future pensioners at 65 – female	24.1	24.0	24.2	24.1
Other related actuarial assumptions:
Rate of increases for pensions in payment (% pa)
Pre 6 April 2006 service	2.80	3.05	n/a	n/a
Post 5 April 2006 service	2.00	2.10	n/a	n/a
Consumer Prices Inflation (CPI) assumption (% pa)	2.40	2.65	n/a	n/a
Rate of increase in healthcare costs	n/a	n/a	*	**

* Between 5.5% and 12.6% per annum decreasing to 4.5% (Weir)/4.0% (ESCO) per annum and

remaining static at that level from 2035 (Weir)/2043 (ESCO) onwards.

** Between 5.5% and 12.6% per annum decreasing to 4.5% (Weir)/4.0% (ESCO) per annum and

remaining static at that level from 2035 (Weir /2042 (ESCO) onwards.

The assumptions used to determine end-of-year benefit obligations are also used

to calculate the following year's cost. For North America, weighted average

assumptions are shown above where applicable.

The post-retirement mortality assumptions allow for expected increases in

longevity. The 'current' disclosures above relate to assumptions based on longevity

(in years) following retirement at the balance sheet date, with 'future' being that

relating to a member retiring in 2046 (in 20 years' time).

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	218

Notes to the Group Financial Statements

continued

The assets and liabilities of the plans are as follows.

	UK pensions		North American pensions & post- retirement healthcare		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Plan assets at fair value
Equities (quoted)	–	–	9.3	9.1	9.3	9.1
Corporate bonds (quoted)	45.9	36.7	58.2	63.7	104.1	100.4
Government bonds (quoted)	101.8	106.8	14.5	34.2	116.3	141.0
Insurance policies (unquoted)	275.9	288.5	–	–	275.9	288.5
Property	–	–	–	1.9	–	1.9
Private debt (unquoted)	–	29.8	–	–	–	29.8
Multi Asset Credit Funds (quoted)	40.4	42.4	–	–	40.4	42.4
Asset backed securities (quoted)	33.8	–	–	–	33.8	–
Cash (quoted)	4.9	15.1	2.1	7.3	7.0	22.4
Fair value of plan assets	502.7	519.3	84.1	116.2	586.8	635.5
Present value of funded obligations	(473.4)	(486.7)	(86.2)	(119.0)	(559.6)	(605.7)
Net asset (liability) for funded obligations	29.3	32.6	(2.1)	(2.8)	27.2	29.8
Present value of unfunded obligations	(0.5)	(0.7)	(16.2)	(19.8)	(16.7)	(20.5)
Net asset (liability)	28.8	31.9	(18.3)	(22.6)	10.5	9.3
Plans in surplus	29.3	32.6	–	–	29.3	32.6
Plans in deficit	(0.5)	(0.7)	(18.3)	(22.6)	(18.8)	(23.3)

Of the government bonds held at 31 December 2025, 52% (2024: 59%) are fixed

interest bonds. The pension plans have not directly invested in any of the Group’s

own financial instruments, or in properties or other assets used by the Group.

In the UK, where the majority of the Group's pension assets are held, the investment

strategy is to primarily hold government bonds and corporate bonds to meet the

assessed value of the benefits promised for the non-insured members, along with

holding asset backed securities and multi-asset credit funds. The insured members

are backed by the insurance policies held within the Scheme.

The value of the insurance policies is set equal to the estimated IAS 19 liability. The

valuation uses the same methodology as the associated liability based on the

census data included in the most recent triennial valuation, adjusted for movements

in actuarial assumptions and inflation experience.

The ESCO unfunded arrangements are backed by a grantor trust that contains Trust

Owned Life Insurance (TOLI) policy investments. These investments do not match

the obligations of the corresponding employee benefit plans, they are not used in

practice to pay the benefits as they fall due and they are available to the Group’s

creditors in the event of insolvency. This means the grantor trust does not qualify as

a 'plan asset' for the purposes of IAS 19 'Employee benefits' and is instead treated as

a separate Group asset outside of this note. The value of these assets was

estimated at £39.0m as at 31 December 2025 and are recognised in note 18.

The change in the IAS 19 funding position recognised in the Consolidated Balance

Sheet is comprised as follows.

	UK pension		North American pensions & post- retirement healthcare		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Opening net assets (liabilities)	31.9	29.3	(22.6)	(27.2)	9.3	2.1
Expense credited (charged) to the Consolidated Income Statement	1.1	0.9	(1.2)	(1.8)	(0.1)	(0.9)
Amount recognised in the Consolidated Statement of Comprehensive Income	(4.3)	1.6	0.7	3.3	(3.6)	4.9
Employer contributions	0.1	0.1	3.3	3.4	3.4	3.5
Exchange adjustment	–	–	1.5	(0.3)	1.5	(0.3)
Closing net assets (liabilities)	28.8	31.9	(18.3)	(22.6)	10.5	9.3

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	219

Notes to the Group Financial Statements

continued

The amounts recognised for the Group in the Consolidated Income Statement and

in the Consolidated Statement of Comprehensive Income for the year are analysed

as follows.

	UK pension		North American pensions & post-retirement healthcare		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Recognised in the Consolidated Income Statement
Curtailment gain	–	–	0.7	–	0.7	–
Administrative expenses	(0.7)	(0.4)	(0.8)	(0.6)	(1.5)	(1.0)
Included in operating profit	(0.7)	(0.4)	(0.1)	(0.6)	(0.8)	(1.0)
Interest on net pension asset (liability)	1.8	1.3	(1.1)	(1.2)	0.7	0.1
Total credit (expense) charged to the Consolidated Income Statement	1.1	0.9	(1.2)	(1.8)	(0.1)	(0.9)
Recognised in the Consolidated Statement of Comprehensive Income
Actual return on plan assets	21.7	(37.0)	7.3	1.2	29.0	(35.8)
Less: interest on plan assets	(27.3)	(25.9)	(4.6)	(5.5)	(31.9)	(31.4)
	(5.6)	(62.9)	2.7	(4.3)	(2.9)	(67.2)
Other actuarial gains (losses) due to:
Changes in financial assumptions	7.7	44.4	(2.0)	5.0	5.7	49.4
Changes in demographic assumptions	(3.6)	11.5	–	0.2	(3.6)	11.7
Experience on benefit obligations	(2.8)	8.6	–	0.6	(2.8)	9.2
Effect of asset limit	–	–	–	1.8	–	1.8
Actuarial (losses) gains recognised in the Consolidated Statement of Comprehensive Income	(4.3)	1.6	0.7	3.3	(3.6)	4.9

Current service cost and administration expenses are recognised in operating costs

and interest on net pension liability is recognised in other finance costs.

The Group’s largest North American plan is the US ESCO Corporation pension plan.

The Group’s current funding policy for this plan is to pay the minimum required

contributions under US regulation. However, in the event the plan’s funding level is

projected to fall below significant thresholds, the Group will consider funding more

than the minimum required contribution.

Pension contributions are determined with the advice of independent qualified

actuaries on the basis of regular valuations using the projected unit method. The

Group made no special contributions in 2025 (2024: £nil).

The latest actuarial funding valuation of the Main Plan was completed in 2024. As the

Plan was in a funding surplus, no recovery plan was required and, therefore, no

future deficit reduction contributions are currently payable. The Scottish Limited

Partnership (SLP) previously in place to fund pension contributions has been ended.

The Group has taken legal advice regarding its UK arrangements to confirm the

accounting treatment under IFRIC 14 with regard to recognition of a surplus and

also recognition of a minimum funding requirement. This confirmed that there is no

requirement to adjust the balance sheet and that recognition of a current surplus is

appropriate on the basis that the Group has an unconditional right to a refund of a

current (or projected future) surplus at some point in the future. Having considered

the position, taking account of the legal input received and noting that the Trustees

of the UK arrangements do not have discretionary powers to unilaterally wind up the

schemes without cause, the Directors of the Group have concluded that the Group

has an unconditional right to a refund of any surplus.

The Group is aware of a case involving Virgin Media and NTL Pension Trustee, which

could potentially lead to additional liabilities for some pension schemes and

sponsors. The Group has taken some initial legal advice and at this stage is not

aware of any evidence to suggest that the relevant legal requirements were not

complied with and, therefore, no further action has been taken. No allowance has

been made for any additional liabilities that may arise as a result of this court ruling.

A legislative solution has been proposed but is not yet law and uncertainty remains.

The Group will continue to monitor any future developments.

The total Group contributions for 2026 are expected to be £2.6m.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	220

Notes to the Group Financial Statements

continued

Change in asset limit

	UK pensions		North American pensions & post-retirement benefits		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Effect of asset limit at start of year	–	–	–	(1.8)	–	(1.8)
Interest on the asset limit	–	–	–	(0.1)	–	(0.1)
Change in the asset limit other than interest	–	–	–	1.8	–	1.8
Exchange rate adjustment	–	–	–	0.1	–	0.1
Effect of asset limit at end of year	–	–	–	–	–	–

Changes in the present value of the defined benefit obligations are analysed as follows.

	UK pensions		North American pensions & post-retirement benefits		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Opening defined benefit obligations	(487.4)	(563.4)	(138.8)	(149.5)	(626.2)	(712.9)
Interest on benefit obligations	(25.5)	(24.6)	(5.7)	(6.6)	(31.2)	(31.2)
Benefits paid	37.7	36.1	11.1	11.8	48.8	47.9
Actuarial gains (losses) due to:
Changes in financial assumptions	7.7	44.4	(2.0)	5.0	5.7	49.4
Changes in demographic assumptions	(3.6)	11.5	–	0.2	(3.6)	11.7
Experience on benefit obligations	(2.8)	8.6	–	0.6	(2.8)	9.2
Liabilities removed due to curtailments/settlements	–	–	24.8	–	24.8	–
Exchange rate adjustment	–	–	8.2	(0.3)	8.2	(0.3)
Closing defined benefit obligations	(473.9)	(487.4)	(102.4)	(138.8)	(576.3)	(626.2)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	221

Notes to the Group Financial Statements

continued

Changes in the fair value of plan assets are analysed as follows.

	UK pensions		North American pensions & post-retirement benefits		Total
	2025	2024	2025	2024	2025	2024
	£m	£m	£m	£m	£m	£m
Opening plan assets	519.3	592.7	116.2	124.1	635.5	716.8
Interest on plan assets	27.3	25.9	4.6	5.5	31.9	31.4
Employer contributions	0.1	0.1	3.3	3.4	3.4	3.5
Administrative expenses	(0.7)	(0.4)	(0.8)	(0.6)	(1.5)	(1.0)
Benefits paid	(37.7)	(36.1)	(11.1)	(11.8)	(48.8)	(47.9)
Actual return on plan assets less interest on plan assets	(5.6)	(62.9)	2.7	(4.3)	(2.9)	(67.2)
Assets distributed on settlements	—	—	(24.1)	—	(24.1)	—
Exchange rate adjustment	–	–	(6.7)	(0.1)	(6.7)	(0.1)
Closing plan assets	502.7	519.3	84.1	116.2	586.8	635.5

Sensitivity analysis

Changes in key assumptions can have a significant effect on the reported

retirement benefit obligation and the Consolidated Income Statement expense for

2026. The effects of changes in those assumptions on the reported retirement

benefit obligation are set out in the table below.

	Increase	Decrease	Increase	Decrease
	2025	2025	2024	2024
	£m	£m	£m	£m
Discount rate
Effect on defined benefit obligation of a 1.0% change	49.6	(58.1)	54.9	(64.3)
Effect on net funding position of a 1.0% change	30.9	(36.8)	34.8	(41.3)
RPI inflation (and associated assumptions)
Effect on defined benefit obligation of a 1.0% change	(28.7)	24.6	(31.8)	25.9
Effect on net funding position of a 1.0% change	(17.4)	13.4	(20.9)	14.0
Life expectancy
Effect on defined benefit obligation of a 1 year change	(22.2)	22.2	(22.7)	22.7
Effect on net funding position of a 1 year change	(7.6)	7.6	(8.1)	8.1

The impact on the IAS19 net funding position is significantly reduced as a result of

the insurance policies held. In the absence of such policies, the impact on the IAS19

net funding position would be much closer to the significantly higher impact on the

defined benefit obligation shown in the table.

These sensitivities have been calculated to show the movement in the defined

benefit obligation and IAS19 net funding position in isolation and assume no other

changes in market conditions at the accounting date. In practice, for example, a

change in discount rate is unlikely to occur without any movement in the value of

the invested (non-insurance policy) assets held by the plans.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	222

Notes to the Group Financial Statements

continued

25. Share capital & reserves

	2025	2024
	Number million	Number  million
Issued & fully paid share capital
At the beginning of the year	259.6	259.6
At the end of the year	259.6	259.6
Treasury shares
At the beginning of the year	2.0	1.7
Purchase of shares in respect of equity settled share-based payments	0.4	0.6
Utilised during the year in respect of equity settled share- based payments	(0.7)	(0.3)
At the end of the year	1.7	2.0

The Company has one class of ordinary share with a par value of 12.5 pence, which

carries no rights to fixed income.

As at 31 December 2025, Computershare Investor Services PLC held the following

shares, which are subject to restriction, on behalf of individuals.

– 258,333 shares (2024: 218,405) for restricted shares that have vested under the

Share Reward Plan. These shares have a market value of £7.3m.

– 6,906 shares (2024: 8,428) for bonus shares awarded under the Share Reward Plan.

These shares have a market value of £0.2m.

As at 31 December 2025, 1,660,708 shares (2024: 2,046,084) were unallocated and

held by the Computershare Trustees (Jersey) Limited with a market value of £47.2m.

Reserves

The period movements on the below reserves are summarised in the Consolidated

Statement of Changes in Equity.

Merger reserve

The merger reserve relates to the issue of new equity as part of the consideration

paid for an acquisition. Shares issued directly to ESCO shareholders on 12 July 2018,

as part of the total acquisition consideration, qualified for merger relief under

Section 612 of the Companies Act 2006 and resulted in an increase to the reserve of

£323.2m. The remaining reserve balance of £9.4m relates to shares issued in part

consideration for the acquisition of Delta Industrial Valves Inc. during 2015.

Capital redemption reserve

The capital redemption reserve was created by a repurchase and cancellation of

own shares during the 53 weeks ended 1 January 1999.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences

arising from the translation of the financial statements of foreign operations and the

Group’s hedge of its net investment in foreign operations.

Hedge accounting reserve

This reserve records the portion of the gains or losses on hedging instruments used

as cash flow and fair value hedges that are determined to be effective. Net (gains)

losses transferred from equity during the year are included in the following line

items in the Consolidated Income Statement.

	2025	2024
	£m	£m
Revenue	1.2	0.1
Finance costs	(0.1)	(0.3)
	1.1	(0.2)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	223

Notes to the Group Financial Statements

continued

26. Additional cash flow information

		2025	2024
	Note s	£m	£m
Total operations
Net cash generated from operating activities
Operating profit – continuing operations		435.9	391.0
Operating loss – discontinued operations		–	(2.9)
Operating profit – total operations		435.9	388.1
Exceptional and other adjusting items	6	55.5	63.3
Amortisation of intangible assets	13	35.0	32.7
Share of results of joint ventures	16	(1.7)	(1.9)
Depreciation of property, plant & equipment	12	49.5	45.9
Depreciation of right-of-use assets	12	32.3	31.9
Impairment of property, plant & equipment	12	–	0.1
Capital grants received		–	(0.4)
Loss on disposal of property, plant & equipment		2.1	0.9
Funding of pension & post-retirement costs		(0.8)	(0.4)
Employee share schemes	28	11.7	10.4
Transactional foreign exchange	5	2.2	7.5
Increase in provisions		1.2	5.1
Cash generated from operations before working capital cash flows		622.9	583.2
(Increase) decrease in inventories		(52.7)	2.0
Decrease (increase) in trade & other receivables & construction contracts		38.1	(19.3)
(Decrease) increase in trade & other payables & construction contracts		(42.3)	25.2
Adjusted operating cash flow		566.0	591.1
Exceptional and other adjusting cash items		(48.6)	(30.7)
Income tax paid		(132.0)	(110.5)
Net cash generated from operating activities		385.4	449.9

Cash flows from discontinued operations included above are disclosed separately

in note 9.

The following tables summarise the cash flows arising on acquisitions (note 14) and

disposals (notes 6 and 9).

	2025	2024
	£m	£m
Acquisitions of subsidiaries
Acquisition of subsidiaries – cash consideration paid	795.4	–
Cash & cash equivalents acquired	(35.5)	–
Total cash outflow on current period acquisitions	759.9	–
Prior period acquisitions - deferred consideration paid	0.6	1.0
Total cash outflow relating to acquisitions	760.5	1.0
Net cash outflow arising on disposals
Prior period disposals	–	1.8
Total cash outflow relating to disposals	–	1.8

	2025	2024
	£m	£m
Net debt comprises the following
Cash & short-term deposits (note 19)	509.0	556.4
Current interest-bearing loans & borrowings (note 20)	(123.7)	(55.2)
Non-current interest-bearing loans & borrowings (note 20)	(1,658.9)	(1,035.8)
	(1,273.6)	(534.6)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	224

Notes to the Group Financial Statements

continued

Reconciliation of financing cash flows to movement in net debt

	Opening balance at 1 January 2025	Cash	Additions/ acquisitions	Deconsoli- dation	FX	Non- cash	Closing balance at 31 December 2025
	£m	£m	£m	£m	£m	£m	£m
Cash & cash equivalents	526.9	10.2	35.5	(36.6)	(28.3)	–	507.7
Third-party loans	(939.6)	(720.9)	–	–	24.7	–	(1,635.8)
Leases	(127.0)	29.3	(60.7)	–	2.5	–	(155.9)
Unamortised issue costs	5.1	10.8	–	–	0.1	(5.6)	10.4
Amounts included in gross debt	(1,061.5)	(680.8)	(60.7)	–	27.3	(5.6)	(1,781.3)
Amounts included in net debt	(534.6)	(670.6)	(25.2)	(36.6)	(1.0)	(5.6)	(1,273.6)
Financing derivatives	2.3	13.4	–	–	–	(16.2)	(0.5)
Total financing liabilities1	(1,059.2)	(667.4)	(60.7)	–	27.3	(21.8)	(1,781.8)

Note

1. Total financing liabilities comprise gross debt plus other liabilities relating to

financing activities.

On 28 July 2025, a US-based subsidiary of the Group was placed into Chapter 11

bankruptcy proceedings. Based on this event, it has been concluded that the Group

no longer has control of the US-based subsidiary and, as a result, the subsidiary has

been deconsolidated. The cash balances of the subsidiary have been

deconsolidated and are shown as a separate movement in the above table. Further

detail is included in note 6.

	Opening balance at 1 January 2024	Cash	Additions/ acquisitions	FX	Non-cash	Closing  balance at 31 December 2024
	£m	£m	£m	£m	£m	£m
Cash & cash equivalents	447.4	95.2	–	(15.7)	–	526.9
Third-party loans	(1,026.8)	99.4	–	(12.2)	–	(939.6)
Leases	(117.5)	24.8	(38.4)	4.1	–	(127.0)
Unamortised issue costs	6.8	0.3	–	–	(2.0)	5.1
Amounts included in gross debt	(1,137.5)	124.5	(38.4)	(8.1)	(2.0)	(1,061.5)
Amounts included in net debt	(690.1)	219.7	(38.4)	(23.8)	(2.0)	(534.6)
Financing derivatives	(2.3)	1.7	–	–	2.9	2.3
Total financing liabilities1	(1,139.8)	126.2	(38.4)	(8.1)	0.9	(1,059.2)

Note

1. Total financing liabilities comprise gross debt plus other liabilities relating to

financing activities.

27. Commitments & legal claims

Capital commitments

	2025	2024
	£m	£m
Outstanding capital commitments contracted but not provided for – property, plant & equipment	12.0	13.2

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	225

Notes to the Group Financial Statements

continued

Legal claims

The Company and certain subsidiaries are, from time-to-time, party to legal

proceedings and claims that arise in the normal course of business. Provisions have

been made where the Directors have assessed that a cash outflow is probable. All

other claims are believed to be remote or are not yet ripe.

28. Equity settled share-based payments

Employee share plans

The Group’s 2018 Share Reward Plan (SRP) allows for Restricted shares and Bonus

shares to be awarded to employees under the Plan. Details of the SRP for Executive

Directors are outlined in the Remuneration report on pages 127 to 150. The vesting

period varies with awards issued between 2018–2020 vesting in four tranches for

Group Executives and Executive Directors and three tranches for all other

participants on a pro rata basis, awards issued in 2021 vesting in three tranches,

while awards issued from 2022 will vest in full at the end of three years. Underpins

and two and three-year holding periods are attached to the Executive Directors’ and

Group Executives’ SRP awards. Dividend equivalents are added in the form of shares

at each vesting date.

In 2019, the Weir Group All-Employee Share Ownership Plan (Weir ShareBuilder)

launched. Awards granted under Weir ShareBuilder are free shares given to all

employees who meet the eligibility criteria. Awards vest in one tranche on the

second anniversary of the grant date. The 2023 award vested on 17 May 2025.

Dividend equivalents are added in the form of shares at each vesting date. These

awards are immaterial in both the number of shares and award value.

In 2024, one-off performance share awards were issued to two senior employees.

The awards contain ‘non-market’ vesting conditions for IFRS 2 purposes and will vest

at the end of April 2026. These awards are subject to an underpin, which consists of

a ‘basket’ of pre-determined key metrics that will reflect achievement of

Performance Excellence targets over the vesting period. For each metric, a clearly

defined and, where relevant, quantifiable ‘threshold’ was set at the time of grant.

Dividend equivalents are added in the form of shares at each vesting date. These

awards are immaterial in both the number of shares and award value.

One-off conditional share awards are also occasionally granted to employees. These

transactions fall under the scope of IFRS 2 'Share-based payments' and are treated

in line with awards issued under the Group’s SRP in the year of award.

The following tables illustrate the number and weighted average share prices

(WASP) of shares awarded.

Restricted shares

	2025		2024
	Number	2025	Number	2024
	million	WASP	million	WASP
Outstanding at the beginning of the year	1.8	£17.62	1.5	£16.04
Awarded during the year	0.7	£20.02	0.8	£19.83
Vested during the year	(0.7)	£15.12	(0.3)	£14.64
Forfeited during the year	(0.1)	£18.80	(0.2)	£18.18
Outstanding at the end of the year	1.7	£19.52	1.8	£17.62

A total of 16,548 awards (2024: 21,292) were issued to new employees under the

Weir ShareBuilder Plan in the year.

In respect of awards issued in the year and revised estimates of previously issued

awards, under the SRP, Weir ShareBuilder and performance shares, an amount of

£11.7m has been charged (2024: £10.4m) to the Consolidated Income Statement in

respect of the number of awards that are expected to be made at the end of the

vesting period.

The remaining contractual lives of the outstanding SRP, Weir ShareBuilder and one-

off conditional share awards at the end of the period are as follows.

	2025	2025	2024	2024
Year of award	Number                million	Remaining contractual life 1	Number                million	Remaining contractual life 1
2020	—	—	0.1	3 months
2021	—	—	0.1	9 months
2022	—	—	0.5	3 months
2023	0.4	3 months	0.5	13 months
2024	0.6	13 months	0.6	21 months
2025	0.8	24 months	–	–

Note

1. Remaining contractual life reflects an average across awards with one to five-year vesting

periods.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	226

Notes to the Group Financial Statements

continued

The fair value at date of grant of the conditional awards has been independently

estimated for both the Restricted shares and Weir ShareBuilder awards. The grant

date fair value of these awards is calculated as the share price at the date of grant

less an adjustment for loss of reinvestment return on the dividend equivalent. There

are no performance conditions attached to these awards.

The fair value of occasional one-off conditional awards at grant date is also

estimated on this basis.

Bonus shares

Under the Group’s annual bonus plan, Executive Directors and members of the

Group Executive defer 30% of any bonus received into an award of Weir Group

shares, which will normally be released after three years. These awards have

dividend equivalents added in the form of shares at each vesting date.

The SRP bonus shares are administered by Computershare Trust Company, N.A., CPU

Share Plans Pty Ltd and Computershare Investor Services PLC. The shares are

acquired on market at the grant date and are held in Computershare Trust

Company, N.A., CPU Share Plans Pty Ltd and Computershare Investor Services PLC

until such time as they are vested. Forfeited shares are reallocated in subsequent

grants. Under the terms of the Trust Deed, Weir Group is required to provide the

necessary funding for the acquisition of the shares at the time of the grant.

The number of shares to be granted is determined based on the applicable annual

bonus divided by the average share price for the three days immediately prior to

the date of the grant. In 2025, 53,366 shares were awarded (2024: 37,278).

The fair value of the rights at grant date was estimated by taking the market price of

the Company’s shares on that date.

29. Related party disclosure

The following table provides the total amount of significant transactions that have

been entered into by the Group with related parties for the relevant financial year

and outstanding balances at the year end.

		Sales to related parties – goods	Sales to related parties – services	Purchases from related parties – goods	Amounts owed to related parties	Amounts owed by related parties
Related party		£m	£m	£m	£m	£m
Joint ventures	2025	1.0	0.1	17.1	2.7	–
	2024	1.0	0.1	17.3	4.8	0.3
Group pension plans	2025	–	–	–	2.8	–
	2024	–	–	–	2.8	–

Contributions to the Group pension plans are disclosed in note 24.

Terms & conditions of transactions with related parties

Sales to and from related parties are made at normal market prices. Outstanding

balances at the period end are unsecured and settlement occurs in cash. There

have been no guarantees provided or received for any related party balances. For

2025, the Group has not raised any provision for doubtful debts relating to amounts

owed by related parties (2024: £nil) as the payment history has been excellent and

there is no forward-looking information that suggests there will be any issues

affecting the ability for future settlement. This assessment is undertaken each

financial year through examining the financial position of the related party and the

market in which the related party operates.

	2025	2024
Compensation of key management personnel	£m	£m
Short-term employee benefits	9.1	8.3
Share-based payments	4.1	4.4
Post-employment benefits	0.4	0.4
	13.6	13.1

	2025	2024
Emoluments paid to the Directors of The Weir Group PLC	£m	£m
Remuneration	4.3	3.9
Gains made on the exercise of Long-Term Incentive Plan awards	2.1	1.3
	6.4	5.2

Key management comprises the Board and the Group Executive. Further details of

the Directors’ remuneration are disclosed in the Directors’ Remuneration report on

pages 127 to 150.

30. Financial instruments

Derivative financial instruments

The Group enters into derivative financial instruments in the normal course of

business in order to hedge its exposure to foreign exchange risk. Derivatives are only

used for economic hedging purposes and no speculative positions are taken.

Derivatives are recognised as held for trading and at fair value through profit and

loss unless they are designated in IFRS 9 'Financial Instruments' compliant hedge

relationships.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	227

Notes to the Group Financial Statements

continued

The following table summarises the types of derivative financial instrument included

within each balance sheet category.

	2025	2024
	£m	£m
Included in current assets
Forward foreign currency contracts designated as cash flow hedges	0.1	1.1
Forward foreign currency contracts designated as fair value hedges	–	1.7
Other forward foreign currency contracts	4.7	7.9
	4.8	10.7
Included in current liabilities
Forward foreign currency contracts designated as cash flow hedges	(0.3)	(0.3)
Forward foreign currency contracts designated as fair value hedges	–	(0.4)
Other forward foreign currency contracts	(4.3)	(9.4)
	(4.6)	(10.1)
Net derivative financial assets	0.2	0.6

Financial assets and liabilities

Financial assets and liabilities (with the exception of derivative financial instruments)

are initially recognised at fair value net of transaction costs. Subsequently, they are

recognised at either fair value or amortised cost. Derivative financial instruments are

initially recognised at fair value and, subsequently, remeasured at fair value. The

Group uses the following hierarchy for determining and disclosing the fair value of

financial instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or

liabilities;

Level 2:Other techniques for which all inputs that have a significant effect on the

recorded fair value are observable, either directly or indirectly; and

Level 3:Techniques that use inputs that have a significant effect on the recorded fair

value that are not based on observable market data.

During the year ended 31 December 2024, following the settlement of private

placement debt and the issue of further Sustainability-Linked Notes, the fair value of

fixed-rate borrowings were reassessed as a level 1 fair value measurement rather

than level 2 as the full balance is now calculated using quoted market prices.

During the year ended 31 December 2025, following the issue of Australian Dollar

Bond Notes, which are not quoted on active markets, the fair value of fixed-rate

borrowings is split between level 1 and level 2.

In May 2025, the Group invested US$20m in CiDRA Holdings LLC, an unquoted

minerals processing company based in the United States. The equity investment is

classified as a financial asset and is measured at fair value with subsequent changes

in fair value recognised in profit or loss. Cost has been determined to represent the

best estimate of fair value given the lack of external market data, the relative infancy

of the business acquired and the wide range of potential fair values that might be

reached in a valuation exercise.

During the year ended 31 December 2025, there were no transfers between level 1

and level 2 fair value measurements and no transfers into or out of level 3 fair value

measurements.

Offsetting

Financial assets and liabilities are offset and the net amount reported in the balance

sheet where the Group currently has a legal right to offset the recognised amounts,

and there is an intention to settle on a net basis or realise the asset and settle the

liability simultaneously.

As at 31 December 2025, cash and short-term deposits of £509.0m (2024: £556.4m)

and current interest-bearing loans and borrowings of £123.7m (2024: £55.2m) were

presented after elimination of debit and credit balances within individual pools of

£nil (2024: £0.1m).

The Group operates a notional cash pooling arrangement in which individual

balances are not offset for reporting purposes as the Group does not intend to

settle on a net basis. Cash and short-term deposits at 31 December 2025 includes

£0.6m (2024: £29.5m) that is part of this arrangement and both cash and interest-

bearing loans and borrowings are grossed up by this amount.

The Group has also entered into arrangements that do not meet the criteria for

offsetting, but still allow for the related amounts to be offset in specific

circumstances. As at 31 December 2025, the Group had derivative financial

instruments of £0.1m (2024: £1.6m) which were subject to master netting

arrangements, but not offset.

Carrying amounts and fair values

The following tables show the carrying amounts and fair values of the Group’s

financial instruments that are reported in the financial statements.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	228

Notes to the Group Financial Statements

continued

			Fair value measurement using
	Carrying amount	Fair value	Level 1 Quoted prices in active markets	Level 2 Significant observable inputs	Level 3 Significant unobservable inputs
	2025	2025
	£m	£m	£m	£m	£m
Financial assets
Derivative financial instruments recognised at fair value through profit or loss	4.7	4.7	–	4.7	–
Derivative financial instruments in designated hedge accounting relationships	0.1	0.1	–	0.1	–
Trade & other receivables excluding statutory assets, prepayments & construction contract assets	542.2	542.2	–	542.2	–
Equity investment	14.8	14.8	–	–	14.8
Cash & short-term deposits	509.0	509.0	–	509.0	–
	1,070.8
Financial liabilities
Derivative financial instruments recognised at fair value through profit or loss	4.3	4.3	–	4.3	–
Derivative financial instruments in designated hedge accounting relationships	0.3	0.3	–	0.3	–
Deferred consideration payable	1.5	1.5	–	1.5	–
Amortised cost:
Fixed-rate borrowings	1,147.2	1,184.3	974.7	209.6	–
Floating-rate borrowings	478.2	478.2	–	478.2	–
Leases	155.9	n/a	n/a	n/a	n/a
Bank overdrafts	1.3	1.3	–	1.3	–
Trade & other payables excluding statutory liabilities & contract liabilities	481.1	481.1	–	481.1	–
	2,269.8

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	229

Notes to the Group Financial Statements

continued

			Fair value measurement using
	Carrying amount	Fair value	Level 1 Quoted prices in active markets	Level 2 Significant observable inputs	Level 3 Significant unobservable inputs
	2024	2024
	£m	£m	£m	£m	£m
Financial assets
Derivative financial instruments recognised at fair value through profit or loss	7.9	7.9	–	7.9	–
Derivative financial instruments in designated hedge accounting relationships	2.8	2.8	–	2.8	–
Trade & other receivables excluding statutory assets, prepayments & construction contract assets	510.3	510.3	–	510.3	–
Cash & short-term deposits	556.4	556.4	–	556.4	–
	1,077.4
Financial liabilities
Derivative financial instruments recognised at fair value through profit or loss	9.4	9.4	–	9.4	–
Derivative financial instruments in designated hedge accounting relationships	0.7	0.7	–	0.7	–
Deferred consideration payable	0.6	0.6	–	0.6	–
Amortised cost:
Fixed-rate borrowings	936.6	923.5	923.5	–	–
Floating-rate borrowings	(2.1)	(2.1)	–	(2.1)	–
Leases	127.0	n/a	n/a	n/a	n/a
Bank overdrafts	29.5	29.5	–	29.5	–
Trade & other payables excluding statutory liabilities & contract liabilities	476.6	476.6	–	476.6	–
	1,578.3

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	230

Notes to the Group Financial Statements

continued

Assets and liabilities recognised at amortised cost

The fair value of fixed-rate borrowings is split between level 1 & level 2 fair value

measurement following the issue of Australian Dollar Bond Notes which are not

calculated using quoted market prices.

All other financial assets and liabilities carried at cost require level 2 fair value

measurement for disclosure purposes. The fair value of floating-rate borrowings

approximates the carrying value due to the variable nature of the interest terms. 

The carrying amount of lease liabilities is estimated by discounting future cash flows

using the rate implicit in the lease or the Group’s incremental borrowing rate. The

fair value of cash and short-term deposits, trade and other receivables and trade

and other payables approximates their carrying amount due to the short-term

maturities of these instruments. As such, disclosure of the fair value hierarchy for

these items is not required.

Assets and liabilities recognised at fair value

The Group enters into derivative financial instruments with various counterparties,

principally financial institutions with investment grade credit ratings. The derivative

financial instruments are valued using valuation techniques with market observable

inputs including spot and forward foreign exchange rates, interest rate curves,

counterparty and own credit risk. The fair value of cross-currency swaps is

calculated as the present value of the estimated future cash flows based on spot

and forward foreign exchange rates. The fair value of forward foreign currency

contracts is calculated as the present value of the estimated future cash flows

based on spot and forward foreign exchange rates.

The fair value of the Group's equity investment has been assessed as level 3 fair

value measurement. Cost has been determined to represent the best estimate of

fair value given the lack of external market data, the relative infancy of the business

acquired and the wide range of potential fair values that might be reached in a

valuation exercise.

For financial instruments that are recognised at fair value on a recurring basis, the

Group determines whether transfers have occurred between levels in the hierarchy

by re-assessing categorisation (based on the lowest level input that is significant to

the fair value measurement as a whole) at the end of each reporting period. The

Group holds all financial instruments recognised at fair value at level 2 with the

exception of contingent consideration which is a level 3 fair value measurement. The

current fair value of contingent consideration is £nil and further detail regarding the

basis of valuation is included in note 14. During the year, there were no transfers

between level 1 and level 2 fair value measurements and no transfers into, or out of,

level 3 fair value measurements.

Hedging activities

The Group designates certain derivative financial instruments in either cash flow

hedging, net investment hedging or fair value hedging relationships in accordance

with IFRS 9.

	Cash flow hedge	Net investment hedge	Fair value hedge
Hedge relationship	Cash flow hedge of highly probable forecast foreign currency purchases and sales	Net investment hedge of foreign operations	Fair value hedge of foreign currency debt
Hedged risk	Transactional foreign exchange risk	Translational foreign exchange risk	Transactional foreign exchange risk
Hedging instruments	Forward foreign currency contracts	Foreign currency debt Forward foreign currency contracts	Forward foreign currency contracts

For each type of derivative financial instrument, the net carrying amount and

maturity date ranges are set out in the table below.

	Net carrying amount	Maturity dates
Year ended 31 December 2025	£m
Forward foreign currency contracts designated as cash flow hedges	(0.2)	2026 to 2027
Other forward foreign currency contracts at fair value through profit or loss	0.4	2026
	0.2

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	231

Notes to the Group Financial Statements

continued

	Net carrying amount	Maturity dates
Year ended 31 December 2024	£m
Forward foreign currency contracts designated as cash flow hedges	0.8	2025 to 2026
Forward foreign currency contracts designated as fair value hedges	1.3	2025
Other forward foreign currency contracts at fair value through profit or loss	(1.5)	2025 to 2026
	0.6

For each type of derivative financial instrument, the amounts recognised for the year

in profit or loss and equity are set out in the following table. In the financial

statements these amounts are offset by the retranslation of foreign currency

denominated receivables and payables, the impact of which is also set out in the

following tables.

	Amounts recognised in profit or loss		Amounts recognised in equity
	Other (losses) gains in operating profit	Total amounts recognised in profit or loss	Cost of hedging reserve	Cash flow hedge reserve	Foreign currency translation reserve
Year ended 31 December 2025	£m	£m	£m	£m	£m
Instruments measured at fair value
Designated in hedge accounting relationships
Forward foreign currency contracts designated as cash flow hedges	(1.2)	(1.2)	–	0.2	–
Forward foreign currency contracts designated as fair value hedges	0.1	0.1	(0.2)	–	–
Not designated in hedge accounting relationships
Other forward foreign currency contracts at fair value through profit or loss	(11.6)	(11.6)	–	–	–
Total (losses) gains on instruments	(12.7)	(12.7)	(0.2)	0.2	–

	Amounts recognised in profit or loss		Amounts recognised in equity
	Other (losses) gains in operating profit	Total amounts recognised in profit or loss	Cost of hedging reserve	Cash flow hedge reserve	Foreign currency translation reserve
Year ended 31 December 2024	£m	£m	£m	£m	£m
Instruments measured at fair value
Designated in hedge accounting relationships
Forward foreign currency contracts designated as cash flow hedges	(0.1)	(0.1)	–	0.8	–
Forward foreign currency contracts designated as fair value hedges	0.3	0.3	0.5	–	–
Not designated in hedge accounting relationships
Other forward foreign currency contracts at fair value through profit or loss	4.2	4.2	–	–	–
Total gains on instruments	4.4	4.4	0.5	0.8	—

Hedge ineffectiveness

Hedge effectiveness is determined at the inception of the hedge relationship and

through periodic prospective effectiveness assessments to ensure that an

economic relationship exists between the hedged item and hedging instrument.

For hedges of foreign currency revenue and cost of sales, the Group enters into

hedge relationships where the critical terms of the hedging instrument match

exactly with the terms of the hedged item. The Group therefore performs a

qualitative assessment of effectiveness. If changes in circumstances affect the

terms of the hedged item such that the critical terms no longer match exactly with

the critical terms of the hedging instrument, the Group uses the hypothetical

derivative method to determine whether an economic relationship remains, and so

assess effectiveness. As all critical terms matched during the year, the economic

relationships were 100% effective.

Ineffectiveness may arise if the timing of the forecast transaction changes from

what was originally estimated, or if there are changes in the credit risk of the Group

or the derivative counterparty.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	232

Notes to the Group Financial Statements

continued

The Group utilises borrowings that are measured at amortised cost and

denominated in the currency of the hedged net assets, as hedging instruments in

net investment hedges. The Group does not hedge 100% of its net assets of foreign

operations, therefore, the hedged item is identified as a proportion of the net assets

of the foreign operations up to the notional amount of the foreign exchange

forwards and principal amount of the borrowings. The Group also utilises forward

foreign currency contracts as hedging instruments in net investment hedges.

During the year ended 31 December 2025, the Group’s net investment hedge was

discontinued due to a change in functional currency within a US-based subsidiary of the

Group as a result of refinancing activities. Foreign exchange differences on the hedging

instrument recognised in other comprehensive income remain in the foreign currency

translation reserve and no amounts were reclassified to the income statement. Following

discontinuation, no net investment hedges were in place at the reporting date.

There was no ineffectiveness during 2025 or 2024 in relation to hedge relationships.

Effects of hedge accounting on financial position and performance

The effects of the foreign currency related hedging instruments on the Group’s

financial position and performance are as follows.

Cash flow hedging: foreign currency forwards	2025	2024
Carrying amount (£m)	(0.2)	0.8
Assets	0.1	1.1
Liabilities	(0.3)	(0.3)
Notional amounts (m)
USD	7.6	21.0
EUR	17.3	29.3
Average exchange rates
EUR:AUD	1.79	1.65
USD:AUD	1.53	1.52
Maturity dates	01/2026 - 01/2027	01/2025 - 01/2026
Hedge ratios1	1:1	1:1
Change in fair value of hedging instruments since 1 January (£m)	(1.0)	0.7
Change in value of hedged item used to determine hedge effectiveness (£m)	1.0	(0.7)

Note 1. The foreign currency forwards are denominated in the same currency as the highly

probable future transactions, therefore, the hedge ratio is 1:1.

Net investment hedging: foreign currency forwards and borrowings	2025	2024
Carrying amount (£m)	–	(639.0)
Liabilities – borrowings	–	(639.0)
Notional amounts (m)
USD	–	800.0
Average exchange rates
GBP:USD	–	1.28
Maturity dates	–	05/2026
Hedge ratios	–	1:1
Change in fair value of hedging instruments since 1 January (£m)	–	(12.2)
Change in value of hedged item used to determine hedge effectiveness (£m)	–	12.2

Fair value hedging: foreign currency forwards	2025	2024
Carrying amount (£m)	–	1.3
Assets – derivatives	–	1.7
Liabilities – derivatives	–	(0.4)
Notional amounts (m)
USD	–	230.0
Average exchange rates
GBP:USD	–	1.26
Maturity dates	–	05/2025
Hedge ratios1	–	1:1
Change in fair value of hedging instruments since 1 January (£m)	(1.3)	2.6
Change in value of hedged item used to determine hedge effectiveness (£m)	1.3	(2.6)

Note

1. The derivatives are denominated in the same currency as the foreign currency debt,

therefore, the hedge ratio is 1:1.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	233

Notes to the Group Financial Statements

continued

Financial risk management

Financial risk management of the Group is carried out by Group Treasury in

conjunction with individual subsidiaries. The principal financial risks to which the

Group is exposed are market risk, liquidity risk and credit risk.

Market risk

The Group is exposed to foreign exchange risk and interest rate risk in the ordinary

course of business.

Foreign exchange risk

The Group is exposed to both transactional and translational foreign exchange risk.

Transactional risk arises when subsidiaries enter into transactions denominated in

currencies other than their functional currency for operational or financing purposes

or when the Group’s Treasury function enters into transactions for financing or risk

management purposes. Translational risk arises on the translation of overseas

earnings and investments into Sterling for consolidated reporting purposes. Foreign

currency transactional and translational risk could result in volatility in reported

consolidated earnings and net assets.

In respect of transactional foreign currency risk, the Group maintains a policy that all

operating units eliminate exposures on committed foreign currency transactions,

usually by entering into forward foreign currency contracts through the Group’s

Treasury function. Certain operating units apply cash flow hedge accounting in

accordance with IFRS 9. The Group does not engage in any speculative foreign

exchange transactions.

The Group has material foreign investments in the US, Australia, Canada, Europe,

South America and South Africa. In respect of translational risk, the Group has a

policy of partially hedging its net investment exposure to US Dollar (US$). This is

achieved through designating an element of US$ denominated borrowings and

forward currency contracts as net investment hedges against the Group’s

investments. The Group does not hedge the translational exposure arising from

profit and loss items.

Sensitivity to foreign exchange rates

The Group considers the most significant transactional foreign exchange risk relates

to the US Dollar, Australian Dollar, Euro and Canadian Dollar. The table below shows

the impact of movements in derivative valuation as a result of a weakening of these

currencies. In the Consolidated Income Statement, these amounts are partially

offset by the retranslation of foreign currency denominated receivables

and payables. The table also shows the impact of movements in foreign currency

debt designated in net investment hedges.

	Increase in currency rate	Effect on profit gain (loss)	Effect on equity gain (loss)
Transactional foreign exchange		£m	£m
2025
US Dollar	+25%	(10.4)	–
Australian Dollar	+25%	3.7	–
Euro	+25%	(8.3)	–
Canadian Dollar	+25%	(5.6)	–
2024
US Dollar	+25%	(40.6)	127.8
Australian Dollar	+25%	9.5	–
Euro	+25%	(8.9)	–
Canadian Dollar	+25%	(16.5)	–

The Group is also exposed to translational foreign exchange risk as a result of its

global operations and therefore the earnings of the Group will fluctuate due to

changes in foreign exchange rates in relation to Sterling. The Group’s operating

profit before adjusting items was denominated in the following currencies.

	2025	2024
	£m	£m
US Dollar	190.9	206.8
Australian Dollar	106.3	106.3
Canadian Dollar	101.2	71.8
Chilean Peso	79.5	72.5
Euro	45.0	33.0
Brazilian Real	22.8	14.9
South African Rand	20.3	16.6
Chinese Yuan	12.6	5.6
Indian Rupee	10.9	8.1
UK Sterling	(100.6)	(65.3)
Other	28.7	1.8
Adjusted operating profit	517.6	472.1

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	234

Notes to the Group Financial Statements

continued

Interest rate risk

The Group is exposed to interest rate risk on its outstanding borrowings. Changes in

interest rates will affect future interest cash flows on floating-rate borrowings and

the fair value of fixed-rate borrowings.

The earnings of the Group are sensitive to changes in interest rates in respect of

floating-rate borrowings. As at 31 December 2025, 29% (2024: none) of the Group’s

borrowings were at floating interest rates. The interest rate profile of the Group’s

interest-bearing borrowings were as follows.

	2025			2024
	Floating- rate	Fixed-rate	Total	Floating- rate	Fixed-rate	Total
	£m	£m	£m	£m	£m	£m
US Dollar	–	(805.6)	(805.6)	–	(639.6)	(639.6)
UK Sterling	(85.0)	(150.0)	(235.0)	–	(300.0)	(300.0)
Australian Dollar	(396.8)	(198.4)	(595.2)	–	–	–

Sensitivity to interest rates

Based on borrowings at 31 December 2025, a 1% increase in interest rates would

have a £4.8m (2024: £nil) impact on the profit before tax and amortisation of the

Group. This assumes that the change in interest rates is effective from the beginning

of the period and that all other variables are constant throughout the period.

Liquidity risk

Liquidity risk is the risk that the Group is unable to meet its financial liabilities as they

fall due.

Liquidity risk is managed by monitoring forecast and actual cash flows and ensuring

that sufficient committed facilities are in place to meet possible downside scenarios.

The Group’s objective is to maintain a balance between continuity of funding and

flexibility through the use of fixed-rate notes, bank loans and bank overdrafts. Further

details of the Group’s borrowing facilities are disclosed in note 20.

The tables below show only the financial liabilities of the total Group by maturity. The

amounts disclosed in the table are undiscounted cash flows and may therefore not

agree to the amounts disclosed in the Consolidated Balance Sheet.

The Group manages its liquidity to ensure that it always has sufficient funding to

grow the business and is able to meet its obligations as they fall due.

Year ended 31 December 2025	Less than 1 year	1 to 2 years	2 to 5 years	More than 5 years	Total
Total Group	£m	£m	£m	£m	£m
Forward foreign currency contracts - net outflow	0.3	–	–	–	0.3
Cash flows relating to derivative financial liabilities	0.3	–	–	–	0.3
Trade & other payables excluding statutory liabilities & deferred income	(484.9)	(1.5)	–	–	(486.4)
Leases	(28.0)	(37.2)	(47.0)	(57.1)	(169.3)
Bank overdrafts	(1.3)	–	–	–	(1.3)
Bank loans	(31.9)	(408.4)	(89.9)	–	(530.2)
Fixed-rate notes	(156.9)	(58.9)	(988.6)	(203.5)	(1,407.9)
Cash flows relating to non- derivative financial liabilities	(703.0)	(506.0)	(1,125.5)	(260.6)	(2,595.1)
	(702.7)	(506.0)	(1,125.5)	(260.6)	(2,594.8)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	235

Notes to the Group Financial Statements

continued

Year ended 31 December 2024	Less than 1 year	1 to 2 years	2 to 5 years	More than 5 years	Total
Total Group	£m	£m	£m	£m	£m
Forward foreign currency contracts - net outflow	0.1	–	–	–	0.1
Cash flows relating to derivative financial liabilities	0.1	–	–	–	0.1
Trade & other payables excluding statutory liabilities & deferred income	(492.0)	–	–	–	(492.0)
Leases	(31.3)	(28.0)	(49.9)	(55.9)	(165.1)
Bank overdrafts	(29.5)	–	–	–	(29.5)
Fixed-rate notes	(34.7)	(666.7)	(341.3)	–	(1,042.7)
Cash flows relating to non- derivative financial liabilities	(587.5)	(694.7)	(391.2)	(55.9)	(1,729.3)
	(587.4)	(694.7)	(391.2)	(55.9)	(1,729.2)

Credit risk

The Group is exposed to credit risk to the extent of non-payment by either its customers

or the counterparties to its derivative financial instruments.

The Group’s credit risk is primarily attributable to its trade receivables with risk

spread over a large number of countries and customers, with no significant

concentration of risk. Where appropriate, the Group endeavours to minimise risk by

the use of trade finance instruments such as letters of credit and insurance. In

addition, applicable credit worthiness checks are undertaken with external credit

rating agencies before entering into contracts with customers and credit limits are

set as appropriate and enforced. As shown in note 18, the trade receivables

presented in the balance sheet are net of the expected credit loss allowance. Refer

to note 18 for details of the loss allowance calculation.

In certain circumstances, operating entities are permitted to make use of invoice

discounting facilities, primarily customer supply chain financing arrangements, to

reduce counterparty credit risk. The arrangements are assessed to ensure the entity

has transferred substantially all the risks and rewards of ownership of the

receivables, allowing the derecognition of the receivables in their entirety. The cash

when received is recognised as a working capital movement and presented in cash

generated from operations. The total amount of receivable invoices discounted at

the year end and therefore derecognised was £32.2m (2024: £34.8m) and this is

reflected in the working capital cash flows section of note 26. The fees incurred as

part of the invoice discounting programme are as shown in note 7.

The Group’s exposure to the credit risk of financial instruments is limited by the

adherence to counterparty credit limits, and by only trading with counterparties that

have an investment grade credit rating or better at contract inception, based upon

ratings provided by the major credit rating agencies. Exposures to those

counterparties are regularly reviewed and, when the market view of a counterparty’s

credit quality changes, adjusted as considered appropriate.

The maximum exposure to credit risk is equal to the carrying value of the financial

assets of the Group.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	236

Notes to the Group Financial Statements

continued

31. Capital management

The primary objective of the Group’s capital management is to ensure that it

maintains robust capital ratios in order to support its business and maximise

Shareholder value.

The Group manages its capital structure and makes adjustments in light of changes

in economic conditions. To maintain or adjust the capital structure, the Group may

adjust the dividend payment to Shareholders, return capital to Shareholders or issue

new shares. The Group’s banking arrangements include bi-annual financial

covenants based on adjusted net debt to EBITDA (not greater than 3.5) and adjusted

interest cover (not less than 3.5). The Group has complied with these covenants

throughout the reporting period and monitors capital using the following indicators.

Net debt to EBITDA cover – covenant basis

Net debt to EBITDA comprises net debt divided by operating profits from total

operations before exceptional and other adjusting items, intangibles amortisation,

depreciation and excluding the impact of IFRS 16 ‘Leases’.

For the purposes of the covenants required by the Group’s lenders, net debt is to be

converted at the exchange rate used in the preparation of the Group’s Consolidated

Income Statement and Consolidated Cash Flow Statement, i.e. average rate. In

addition, results of businesses acquired in the financial year have to be included as if

the acquisitions occurred at the start of the financial year, while the results of

businesses disposed of in the year are to be excluded.

The Group considers the ratio of net debt to EBITDA on a covenant basis to be the

key metric from a capital management perspective. The Group seeks to maintain

the ratio between 0.5 to 1.5 times, with up to 2.0 times for acquisitions.

	2025	2024
Net debt at average exchange rates (£m)	1,128.8	390.2
Adjusted EBITDA from continued operations (note 3) (£m)	608.2	561.9
Adjustment for IFRS 16 (£m)	(35.5)	(30.5)
Adjustment for Micromine acquisition (£m)	9.9	–
Adjustment for Townley acquisition (£m)	3.4	–
Adjustment for Fast2Mine acquisition (£m)	2.1	–
Adjusted EBITDA – covenant basis (£m)	588.1	531.4
Net debt to adjusted EBITDA cover (ratio)	1.9	0.7

Interest cover – covenant basis

Interest cover comprises adjusted operating profit from total operations divided by

adjusted net finance costs (excluding other finance costs) and excluding the impact

of IFRS 16 ‘Leases’.

	2025	2024
Adjusted EBITA from continuing operations (note 3) (£m)	526.4	484.1
Adjustment to exclude the impact of IFRS 16 (£m)	(3.2)	1.4
Adjustment for Micromine acquisition (£m)	9.7	–
Adjustment for Townley acquisition (£m)	2.6	–
Adjustment for Fast2Mine acquisition (£m)	1.9	–
Operating profit – covenant basis (£m)	537.4	485.5
Adjusted net finance costs (excluding other finance costs) – covenant basis (£m)	64.9	38.1
Interest cover (ratio) – covenant basis	8.3	12.7

Gearing ratio

Gearing comprises net debt divided by total equity. Net debt comprises cash and

short-term deposits and interest-bearing loans and borrowings (note 26).

	2025	2024
Net debt (£m)	1,273.6	534.6
Total equity (£m)	1,915.1	1,853.6
Gearing ratio (%)	66.5	28.8

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	237

Notes to the Group Financial Statements

continued

32. Exchange rates

The principal exchange rates applied in the preparation of these financial

statements were as follows.

Average rate (per £)	2025	2024
US Dollar	1.32	1.28
Australian Dollar	2.04	1.94
Euro	1.17	1.18
Canadian Dollar	1.84	1.75
Chilean Peso	1,253.81	1,205.92
South African Rand	23.57	23.42
Brazilian Real	7.36	6.89
Chinese Yuan	9.47	9.20
Indian Rupee	114.87	106.94

Closing rate (per £)	2025	2024
US Dollar	1.35	1.25
Australian Dollar	2.02	2.02
Euro	1.15	1.21
Canadian Dollar	1.85	1.80
Chilean Peso	1,211.37	1,247.41
South African Rand	22.28	23.65
Brazilian Real	7.39	7.72
Chinese Yuan	9.40	9.14
Indian Rupee	121.01	107.17

33. Events after the balance sheet date

On 3 March 2026, the Group announced that it had completed the purchase of the

remaining 50% share of its Chile-based joint venture ESCO Elecmetal Fundición

Limitada ('ESEL'). This follows the announcement on 12 December 2025 of our

agreement to acquire ESEL, a manufacturer of high-quality ground engaging tools,

for a Sterling equivalent purchase price of £56m (US$75m), subject to customary

net debt and working capital adjustments. The acquisition will strengthen Weir’s

direct market channels and manufacturing capabilities in South America and

accelerate the long-term market growth opportunity for Weir in the LATAM region.

The business will be integrated into the South American region within our ESCO

Division. The deal has been financed from existing debt facilities and has no impact

to Weir’s previous net debt guidance for 2026.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	238

Company Balance Sheet

at 31 December 2025

		31 December 2025	31 December 2024
	Note	£m	£m
ASSETS
Non-current assets
Intangible assets	3	–	–
Property, plant & equipment	4	8.7	8.7
Investments in subsidiaries & loans	5	3,430.5	3,970.2
Deferred tax assets	6	59.1	35.3
Trade & other receivables	7	–	30.0
Retirement benefit plan assets	8	29.3	32.6
Total non-current assets		3,527.6	4,076.8
Current assets
Trade & other receivables	7	164.9	276.7
Derivative financial instruments	9	8.9	20.4
Cash & short-term deposits		7.3	24.4
Total current assets		181.1	321.5
Total assets		3,708.7	4,398.3
LIABILITIES
Current liabilities
Interest-bearing loans & borrowings	11	1,389.9	1,394.4
Trade & other payables	10	106.1	88.3
Derivative financial instruments	9	9.3	18.1
Provisions	12	6.0	3.9
Total current liabilities		1,511.3	1,504.7
Non-current liabilities
Interest-bearing loans & borrowings	11	359.3	1,089.3
Deferred tax liabilities	6	7.2	8.0
Retirement benefit plan deficits	8	0.5	0.7
Total non-current liabilities		367.0	1,098.0
Total liabilities		1,878.3	2,602.7
NET ASSETS		1,830.4	1,795.6

		31 December 2025	31 December 2024
	Note	£m	£m
CAPITAL & RESERVES
Share capital	13	32.5	32.5
Share premium		582.3	582.3
Merger reserve	13	332.6	332.6
Treasury shares	13	(32.9)	(37.3)
Capital redemption reserve	13	0.5	0.5
Special reserve	13	1.8	1.8
Hedge accounting reserve	13	–	0.1
Retained earnings		913.6	883.1
TOTAL EQUITY		1,830.4	1,795.6

In accordance with the concession granted under section 408 of the Companies Act

2006, the Income Statement and Statement of Comprehensive Income of the

Company have not been separately presented in these financial statements. The

profit of the Company was £140.7m (2024 : £94.5 m).

The financial statements on pages 238 to 250 were approved by the Board of

Directors on 3 March 2026 and signed on its behalf by:

Jon Stanton Director	Brian Puffer Director

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	239

Company Statement of Changes in Equity

for the year ended 31 December 2025

	Share capital	Share premium	Merger reserve	Treasury shares	Capital redemption reserve	Special reserve	Hedge accounting reserve	Retained earnings	Total equity
	£m	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2024	32.5	582.3	332.6	(29.0)	0.5	1.8	(0.5)	881.0	1,801.2
Profit for the year	–	–	–	–	–	–	–	94.5	94.5
Gain of hedging taken to equity on fair value hedges	–	–	–	–	–	–	0.5	–	0.5
Reclassification adjustments on fair value hedges	–	–	–	–	–	–	0.3	–	0.3
Remeasurements on defined benefit plans	–	–	–	–	–	–	–	1.6	1.6
Tax charge relating to above items	–	–	–	–	–	–	(0.2)	(0.5)	(0.7)
Total net comprehensive income for the year	–	–	–	–	–	–	0.6	95.6	96.2
Cost of share-based payments inclusive of tax credit	–	–	–	–	–	–	–	11.2	11.2
Dividends (note 2)	–	–	–	–	–	–	–	(99.8)	(99.8)
Purchase of shares for employee share plans	–	–	–	(13.2)	–	–	–	–	(13.2)
Exercise of share-based payments	–	–	–	4.9	–	–	–	(4.9)	–
At 31 December 2024	32.5	582.3	332.6	(37.3)	0.5	1.8	0.1	883.1	1,795.6
Profit for the year	–	–	–	–	–	–	–	140.7	140.7
Loss of hedging taken to equity on fair value hedges	–	–	–	–	–	–	(0.2)	–	(0.2)
Reclassification adjustments on fair value hedges	–	–	–	–	–	–	0.1	–	0.1
Remeasurements on defined benefit plans	–	–	–	–	–	–	–	(4.3)	(4.3)
Tax credit relating to above items	–	–	–	–	–	–	–	0.9	0.9
Total net comprehensive income for the year	–	–	–	–	–	–	(0.1)	137.3	137.2
Cost of share-based payments inclusive of tax credit	–	–	–	–	–	–	–	14.6	14.6
Dividends (note 2)	–	–	–	–	–	–	–	(107.6)	(107.6)
Purchase of shares for employee share plans	–	–	–	(10.0)	–	–	–	–	(10.0)
Exercise of share-based payments	–	–	–	14.4	–	–	–	(13.8)	0.6
At 31 December 2025	32.5	582.3	332.6	(32.9)	0.5	1.8	–	913.6	1,830.4

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	240

Notes to the Company Financial Statements

1. Accounting policies

Authorisation of financial statements and statement of compliance

The Company financial statements of The Weir Group PLC (the ‘Company’) for the

year ended 31 December 2025 (' 2025') were approved and authorised for issue in

accordance with a resolution of the Directors on 3 March 2026. The comparative

information is presented for the year ended 31 December 2024 (' 2024').

The Weir Group PLC is a public limited company limited by shares and incorporated

in Scotland, United Kingdom and is listed on the London Stock Exchange.

Basis of preparation

The Company financial statements of The Weir Group PLC have been prepared on a

going concern basis under the historic cost convention and in accordance with FRS

101 and applied in accordance with the provisions of the Companies Act 2006.

These financial statements are presented in Sterling. All values are rounded to the

nearest 0.1 million pounds (£m) except where otherwise indicated. The following

disclosure exemptions from the requirements of IFRS have been consistently

applied in the preparation of these financial statements, in accordance with FRS 101:

– Disclosures required by paragraphs 45(b) and 46-52 of IFRS 2 ‘Share-based

payment’ can be found in note 28 to the Group Financial statements;

– IFRS 7 ‘Financial instruments: disclosures’ exemption has been taken as a result of

the disclosures in note 30 to the Group Financial Statements;

– IAS 7 ‘Statement of cash flows’;

– Disclosure of key management compensation as required by paragraph 17 of IAS

24 ‘Related party disclosures’;

– Disclosure of related party transactions with wholly owned subsidiaries as required

by IAS 24 ‘Related party disclosures’;

– Paragraph 38 of IAS 1 ‘Presentation of financial statements’ comparative

information requirements in respect of paragraph 79(a)(iv) of IAS 1; paragraph

73(e) of IAS 16 ‘Property, plant and equipment’; and paragraph 118(e) of IAS 38

‘Intangible assets’;

– Paragraph 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and

paragraphs 134-36 of IAS 1 ‘Presentation of financial statements’; and

– Paragraphs 52 and 58 of IFRS 16 ‘Leases’.

The Company is the parent of the group of companies ultimately owned by the

Company and known as the Weir Group (the Group). Its principal activity is to act as

a holding company for the Group and perform the head office function.

The accounting policies that follow are consistent with those of the previous period

with the exception of the following standards, amendments and interpretations

which are effective for the year ended 31 December 2025:

– Amendments to IAS 21 - Lack of exchangeability.

The amendments listed above are not considered to have a material impact on the

financial statements.

The following new accounting standards and interpretations have been published

but are not mandatory for 31 December 2025:

– IFRS18 Presentation and disclosure in the financial statements;

– Amendments to IFRS 9 and IFRS 7 - Amendments to the classification and

measurement of financial instruments;

– Amendment to IFRS 9 and IFRS 7 - Contracts referencing nature-dependent

electricity; and

– Amendment to IAS 21 - Translation to hyperinflationary presentation currency.

These amendments have not been early adopted by the Company. These

standards are not expected to have a material impact on the Company in the

current or future reporting periods or on foreseeable future transactions.

Use of estimates and judgements

The Company’s material accounting policy information is set out below. The

preparation of the Company Financial Statements, in conformity with FRS 101,

requires management to make judgements that affect the application of

accounting policies and estimates that impact the reported amounts of assets,

liabilities, income and expense.

Management bases these judgements and estimates on a combination of past

experience, professional expert advice and other evidence that is relevant to each

individual circumstance. Actual results may differ from these judgements and

estimates, which are reviewed on an ongoing basis. Revisions to accounting

estimates are recognised in the period in which the estimate is revised and in any

future periods affected.

Critical estimates

The area where management considers the more complex estimates are required

is in respect of retirement benefits. The assumptions underlying the valuation of

retirement benefit assets and liabilities include discount rates, inflation rates and

mortality assumptions which are based on actuarial advice. Changes in these

assumptions could have a material impact on the measurement of the Company’s

retirement benefit obligations. Sensitivities to changes in key assumptions are

provided in note 8.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	241

Notes to the Company Financial Statements

continued

Foreign currency translation

The presentational and functional currency of the Company is Sterling. Transactions

denominated in foreign currencies are translated into the Company’s functional

currency at the exchange rate ruling on the date of the transaction. Monetary assets

and liabilities denominated in foreign currencies are retranslated at the exchange

rate ruling on the balance sheet date. Currency translation differences are

recognised in the Income Statement.

Revenue recognition

Revenue is the consideration received or receivable which reflects the amount

expected to be received, mainly the transaction price. Revenue will only be

recognised when the fulfilment of performance obligations is achieved. Revenue

mainly relates to transactions with other entities within the Group, primarily in

relation to management recharges.

Investments

Investments in subsidiaries are held at cost less accumulated impairment losses.

Loans are carried at amortised cost using the effective interest method.

Share-based payments

The accounting policy with reference to share-based payments can be found in the

Group Financial Statements. The following policy is specific to the accounting in the

Parent Company.

The Company recognises the charge for share-based payments attributable to the

Parent Company in the income statement and recognises a corresponding credit to

retained earnings. Where share awards are granted to employees of the Company’s

subsidiaries, for services rendered in the subsidiary, the charge is recorded as an

increase to the investment in the subsidiary, to reflect the Company’s contribution in

exchange for employee services received by the subsidiary, with a corresponding

credit in retained earnings.

The Company has a recharge arrangement in place to recharge the cost of

subsidiary share-based payments to the relevant subsidiaries in the year. This

represents a reduction in the investment in the subsidiary and is recorded as a

credit to investment with a corresponding debit to receivables.

Applicable Group accounting policies

The following significant accounting policies are consistent with those applied to the

Group Financial Statements.

– Property, plant & equipment;

– Impairment of non-current assets;

– Post-employment benefits;

– Financial assets & liabilities;

– Derivative financial instruments;

– Treasury shares; and

– Taxation.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	242

Notes to the Company Financial Statements

continued

2. Profit attributable to the Company

The profit dealt with in the financial statements of the Company was £140.7m (2024:

£94.5m). The corporate tax credit dealt with in the financial statements of the

Company was £23.9m (2024: £31.7m).

Dividends

For details of dividends see note 11 to the Group Financial Statements.

	2025	2024
Employee benefits expense	£m	£m
Wages & salaries	27.3	28.5
Social security costs	3.7	4.0
Defined contribution plans	1.8	1.0
Share-based payments – equity settled transactions	5.0	10.4
	37.8	43.9

The share-based payment charge in the current year represents only the amounts

recognised in the Company profit for the year for services rendered in the Parent

Company. In the prior year this was disclosed gross and did not take account of

amounts recharged to subsidiary entities of £5m.

During 2025, the average number of people employed by the Company was 200

(2024: 238).

Directors

Details of Directors’ remuneration, benefits and SRP awards are included in the

Remuneration report on pages 127 to 150, and in note 29 to the Group

Consolidated Financial Statements.

Auditor's remuneration

The total fees payable by the Company to PricewaterhouseCoopers LLP (PwC) for

work performed in respect of the audit of the Company were £37,750 (2024:

£36,250). Fees paid to PwC for non-audit services to the Company itself are not

disclosed in these financial statements as the Group’s Consolidated Financial

Statements, in which the Company is included, are required to disclose such fees on

a consolidated basis.

Fees payable by the Company to Ernst & Young LLP for work performed in respect of the

audit of the pension scheme were £48,750 (2024 : £48,500).

3. Intangible assets

	Purchased software total
	£m
Cost
At beginning and end of the year	0.7
Accumulated amortisation
At beginning and end of the year	0.7
Net book value at 31 December 2024	–
Net book value at 31 December 2025	–

4. Property, plant & equipment

	Owned long leasehold land & buildings	Owned office & computer equipment	Right-of- use land & buildings	Total
	£m	£m	£m	£m
Cost
At 1 January 2025	3.7	4.6	8.1	16.4
Additions	–	0.3	–	0.3
Reassessments and modifications	–	–	0.6	0.6
At 31 December 2025	3.7	4.9	8.7	17.3
Accumulated depreciation
At 1 January 2025	1.7	3.0	3.0	7.7
Charge for the year	0.1	0.3	0.5	0.9
At 31 December 2025	1.8	3.3	3.5	8.6
Net book value at 31 December 2024	2.0	1.6	5.1	8.7
Net book value at 31 December 2025	1.9	1.6	5.2	8.7

Right-of-use assets

The Company leases its building, at their head office, in Glasgow. The current and

non-current lease liabilities are disclosed in note 11. The following table shows the

breakdown of the lease expense between amounts charged to operating profit and

amounts charged to finance costs in the year.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	243

Notes to the Company Financial Statements

continued

	2025	2024
	£m	£m
Depreciation of right-of-use assets	0.5	0.5
Charge to operating profit	0.5	0.5
Finance cost – interest expense related to lease liabilities	0.2	0.2
Charge to profit before tax	0.7	0.7

The total cash outflow in the year is £0.8m (2024: £0.8m).

5. Investments in subsidiaries & loans

	Subsidiaries shares	Loans	Total
	£m	£m	£m
Cost
At 1 January 2025	4,960.3	771.6	5,731.9
Additions	1,475.6	4.0	1,479.6
Settlement	–	(660.7)	(660.7)
Exchange	–	(42.4)	(42.4)
At 31 December 2025	6,435.9	72.5	6,508.4
Impairment
At 1 January 2025	1,757.2	4.5	1,761.7
Impairment	1,316.2	–	1,316.2
At 31 December 2025	3,073.4	4.5	3,077.9
Net book value at 31 December 2024	3,203.1	767.1	3,970.2
Net book value at 31 December 2025	3,362.5	68.0	3,430.5

The subsidiaries and joint ventures of the Company are listed on pages 251 to 262.

During 2025, the Company carried out a refinancing of its external and internal US

dollar financing, and also undertook an unwind of its internal Asset Backed Pension

funding. These transactions resulted in a series of investments of £1.5bn in wholly

owned subsidiaries and subsequent impairment of investments in wholly owned

subsidiaries of £1.3bn.

The loan balances above are amounts owed by subsidiaries and represent long-

term funding arrangements under term or cash management loans.

Over the term of the loans, the Company accounts for its credit risk by appropriately

providing for expected credit losses on a timely basis. The majority of the

Company’s loans are repayable on demand by the Company. In calculating the

expected credit loss allowance of repayable on demand loans, the Company

considers the financial position and internal forecasts of each subsidiary and their

ability to repay on request, or over time. For those loans repayable on maturity,

expected credit losses are calculated using market-implied probabilities of default

and loss-given-default estimations.

The Company considers the probability of default upon initial recognition of an

asset and subsequently whether there has been a significant increase in credit risk

on an ongoing basis throughout each reporting year. To assess whether there is a

significant increase in credit risk, the Company compares the risk of a default

occurring on the asset as at the reporting date with the risk of default as at the date

of initial recognition. The primary indicators considered are actual or expected

significant adverse changes in business and financial conditions that are expected

to cause a significant change to the borrower’s ability to meet its obligations.

Independent of the primary indicators above, a significant increase in credit risk is

presumed if a debtor is more than 30 days past due in making a contractual

payment. A default on a financial asset is considered to occur when the

counterparty fails to make contractual payments within 90 days of when they fall

due. A write-off is considered to be required when there is no reasonable

expectation of recovery, or when a debtor fails to make contractual payments

greater than 120 days past due. Where loans or receivables have been written off,

the Company continues to engage in enforcement activity to attempt to recover

the receivable due. Where recoveries are made, these are recognised in the Income

Statement.

As at 31 December 2025 and 31 December 2024, the loss allowances for all loans to

subsidiaries were measured at an amount equal to 12 month expected credit

losses.

The carrying value of loans and investments is considered to be supported by the

value in use and market capitalisation of the Group.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	244

Notes to the Company Financial Statements

continued

6. Deferred tax

	2025	2024
	£m	£m
Deferred income tax assets
Other timing differences	59.1	35.3
	59.1	35.3
Deferred income tax liabilities
Retirement benefits	(7.2)	(8.0)
	(7.2)	(8.0)
Net deferred income tax	51.9	27.3

Deferred tax assets of £59.1m include £37.5m (2024 : £20.2m) recognised in respect

of losses suffered in current and preceding periods. The movement in the year is a

result of prior year adjustments and losses in the current period. The deferred tax

asset has been recognised on the basis that the losses can be carried forward

indefinitely and are available to surrender against UK taxable profits of the UK Group

in the future.

Deferred tax liabilities of £7.2m (2024: £8.0m) relate entirely to retirement benefits.

The movement in the year is a direct result of the movement in the UK pension plan

during 2025.

7. Trade & other receivables

Trade and other receivables presented as non-current on the face of the Company

Balance Sheet of £nil ( 2024: £30.0 m) are in respect of a prepayment recognised as a

result of the pension funding partnership structure. Further information pertaining to

this arrangement can be found in note 8.

	2025	2024
	£m	£m
Amounts recoverable within one year:
Amounts owed by subsidiaries	104.1	211.5
Tax receivable	47.6	52.2
Other debtors	4.8	5.3
Prepayments & accrued income	8.4	7.7
	164.9	276.7

Amounts owed by subsidiaries relate to management recharges in respect of

support services provided. Intercompany balances are typically managed on a

Group basis, and the Company’s credit risk management practices reflect this. The

Group applies the IFRS 9 'Financial instruments' simplified approach to measuring

expected credit losses, which uses a lifetime expected loss allowance for all such

trade receivables.

The amounts owed by subsidiaries do not carry an interest charge, and it is the

Company’s expectation that materially all the amounts owed by subsidiaries are

fully recoverable over time. Expected credit losses at both 31 December 2025 and

31 December 2024 are therefore immaterial, and there has been no material

change to the expected loss allowance during the year.

8. Retirement benefits

At the balance sheet date, the Company has a funded defined benefit plan (the

Main Plan) and an unfunded retirement benefit plan for retired Executive Directors.

The Company also operates a defined contribution plan, the contributions to which

are in addition to those set out below, and are charged directly to the Consolidated

Income Statement.

For the defined benefit plans, benefits are related to service and final salary. The Main Plan

closed to future accrual of benefits effective from 30 June 2015.

The weighted average duration of the expected benefit payments from the Main

Plan is around 10 years.

The current funding target for the Main UK Plan is to maintain assets equal to the

value of the accrued benefits. The Main Plan holds three insurance policies which

match the liabilities in respect of a significant proportion of deferred and retired

pensioners.

The defined benefit plans expose the Company to a number of risks:

Uncertainty in benefit payments

The value of the Company’s liabilities for the defined benefit plans will ultimately

depend on the amount of benefits paid out. This in turn will depend on the level of

inflation (for those benefits that are subject to some form of inflation protection)

and how long individuals live. This risk is significantly reduced through the insurance

policies held.

Volatility in asset values

The Company is exposed to future movements in the values of assets held in the

defined benefit plans to meet future uninsured benefit payments.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	245

Notes to the Company Financial Statements

continued

Uncertainty in cash funding

The regulatory framework in the UK requires the Trustees and Company to agree

upon the assumptions underlying the funding target, and then to agree upon the

necessary contributions required to recover any deficit at the valuation date. There is

a risk to the Company that adverse experience could lead to a requirement for the

Company to make considerable contributions to recover any deficit. This risk is

significantly reduced through the insurance policies held. In addition, the Company

is also exposed to adverse changes in pension regulation.

Assumptions

The significant actuarial assumptions used for accounting purposes reflect

prevailing market conditions and are as follows.

	2025	2024
Significant actuarial assumptions:
Discount rate (% pa)	5.45	5.45
Retail Prices Inflation (RPI) (% pa)	2.90	3.20
Post-retirement mortality (life expectancies in years):
Current pensioners at 65 – male	20.8	20.5
Current pensioners at 65 – female	23.0	22.9
Future pensioners at 65 – male	21.8	21.4
Future pensioners at 65 – female	24.1	24.0
Other related actuarial assumptions:
Rate of increases for pensions in payment (% pa)
Pre 6 April 2006 service	2.80	3.05
Post 5 April 2006 service	2.00	2.10
Consumer Prices Inflation (CPI) assumption (% pa)	2.40	2.65

The assumptions used to determine end-of-year benefit obligations are also used

to calculate the following year’s cost.

The post-retirement mortality assumptions allow for expected increases in

longevity. The ‘current’ disclosures above relate to assumptions based on longevity

(in years) following retirement at the balance sheet date, with ‘future’ being that

relating to a member retiring in 2046 (in 20 years' time).

The assets and liabilities of the plans are as follows.

	2025	2024
	£m	£m
Plan assets at fair value:
Corporate bonds (quoted)	45.9	36.7
Government bonds (quoted)	101.8	106.8
Insurance policies (unquoted)	275.9	288.5
Private debt (unquoted)	–	29.8
Multi Asset Credit Funds (quoted)	40.4	42.4
Asset backed securities (quoted)	33.8	–
Cash (quoted)	4.9	15.1
Fair value of plan assets	502.7	519.3
Present value of funded obligations	(473.4)	(486.7)
Net asset for funded obligations	29.3	32.6
Present value of unfunded obligations	(0.5)	(0.7)
Net asset	28.8	31.9
Plans in surplus	29.3	32.6
Plans in deficit	(0.5)	(0.7)

Of the government bonds held at 31 December 2025, 60% (2024: 60%) are fixed

interest bonds. The pension plans have not directly invested in any of the

Company’s own financial instruments, or in properties or other assets used by the

Company.

The investment strategy for the UK is to primarily hold government bonds and

corporate bonds to meet the assessed value of the benefits promised for the non-

insured members, along with holding asset backed securities and multi-asset credit

funds. The insured members are backed by the insurance policies held within the

Scheme.

The value of the insurance policies is set equal to the estimated FRS101 liability. The

valuation uses the same methodology as the associated liability based on the

census data included in the most triennial valuation, adjusted for movements in

actuarial assumptions and inflation experience.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	246

Notes to the Company Financial Statements

continued

The change in net liabilities recognised in the balance sheet is comprised as follows.

	2025	2024
	£m	£m
Opening net assets	31.9	29.3
Expense credited to the Income Statement	1.1	0.9
(Loss) gain recognised in Statement of Comprehensive Income	(4.3)	1.6
Employer contributions	0.1	0.1
Closing net assets	28.8	31.9

The amounts recognised in the Income Statement and in the Statement of

Comprehensive Income for the year are analysed as follows.

	2025	2024
	£m	£m
Recognised in the Company Income Statement
Administrative expenses	(0.7)	(0.4)
Included in operating profit	(0.7)	(0.4)
Interest on net pension asset	1.8	1.3
Total credit charged to profit & loss	1.1	0.9
Recognised in the Statement of Comprehensive Income
Actual return on plan assets	21.7	(37.0)
Less: interest on plan assets	(27.3)	(25.9)
	(5.6)	(62.9)
Other actuarial gains (losses) due to:
Changes in financial assumptions	7.7	44.4
Changes in demographic assumptions	(3.6)	11.5
Experience on benefit obligations	(2.8)	8.6
Actuarial (losses) gains recognised in the Statement of Comprehensive Income	(4.3)	1.6

Administration expenses are recognised in operating costs and interest on net

pension liability is recognised in other finance costs.

Pension contributions are determined with the advice of independent qualified

actuaries on the basis of regular valuations using the projected unit method. The

Company made no special contributions in 2025 (2024: none) in addition to the

Company’s regular contributions.

The latest actuarial funding valuation of the Main Plan was completed in 2024. As the

Plan was in a funding surplus, no recovery plan was required and therefore no future

deficit reduction contributions are currently payable. The Scottish Limited

Partnership (SLP) previously in place to fund pension contributions has been ended.

The Company has taken legal advice regarding its UK arrangements to confirm the

accounting treatment under IFRIC 14 with regard to recognition of a surplus and

also recognition of a minimum funding requirement. This confirmed that there is no

requirement to adjust the balance sheet and that recognition of a current surplus is

appropriate on the basis that the Company has an unconditional right to a refund of

a current (or projected future) surplus at some point in the future. Having

considered the position, taking account of the legal input received and noting that

the Trustees of the UK arrangements do not have discretionary powers to

unilaterally wind up the schemes without cause, the Directors of the Company have

concluded that the Company has an unconditional right to a refund of any surplus.

The Company is aware of a case involving Virgin Media and NTL Pension Trustee,

which could potentially lead to additional liabilities for some pension schemes and

sponsors. The Company has taken some initial legal advice and at this stage is not

aware of any evidence to suggest that the relevant legal requirements were not

complied with, and therefore no further action has been taken. No allowance has

been made for any additional liabilities that may arise as a result of this court ruling.

A legislative solution has been proposed but is not yet law and uncertainty remains.

The Company will continue to monitor any future developments.

The total Company contributions for 2026 are expected to be £0.1m.

Changes in the present value of the defined benefit obligations are analysed as

follows.

	2025	2024
	£m	£m
Opening defined benefit obligations	(487.4)	(563.4)
Interest on benefit obligations	(25.5)	(24.6)
Benefits paid	37.7	36.1
Actuarial gains (losses) due to:
Changes in financial assumptions	7.7	44.4
Changes in demographic assumptions	(3.6)	11.5
Experience on benefit obligations	(2.8)	8.6
Closing defined benefit obligations	(473.9)	(487.4)

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	247

Notes to the Company Financial Statements

continued

Changes in the fair value of plan assets are analysed as follows.

	2025	2024
	£m	£m
Opening plan assets	519.3	592.7
Interest on plan assets	27.3	25.9
Employer contributions	0.1	0.1
Administrative expenses	(0.7)	(0.4)
Benefits paid	(37.7)	(36.1)
Actual return on plan assets less interest on plan assets	(5.6)	(62.9)
Closing plan assets	502.7	519.3

Sensitivity analysis

Changes in key assumptions can have a significant effect on the reported

retirement benefit obligation and the Income Statement expense for 2026. The

effects of changes in those assumptions are set out in the following table.

	Increase	Decrease	Increase	Decrease
	2025	2025	2024	2024
	£m	£m	£m	£m
Discount rate
Effect on defined benefit obligation of a 1.0% change	42.0	(49.8)	44.1	(52.5)
Effect on net funding position of a 1.0% change	23.3	(28.5)	24.0	(29.5)
RPI inflation (and associated assumptions)
Effect on defined benefit obligation of a 1.0% change	(28.7)	24.6	(31.8)	25.9
Effect on net funding position of a 1.0% change	(17.4)	13.4	(20.9)	14.0
Life expectancy
Effect on defined benefit obligation of a 1 year change	(19.0)	19.0	(19.2)	19.2
Effect on net funding position of a 1 year change	(4.4)	4.4	(4.6)	4.6

The impact on the net funding position is significantly reduced as a result of the

insurance policies held. In the absence of such policies, the impact on the net

funding position would be much closer to the significantly higher impact on the

defined benefit obligation shown in the table.

These sensitivities have been calculated to show the movement in the defined

benefit obligation and net funding position in isolation and assume no other

changes in market conditions at the accounting date. In practice, for example, a

change in discount rate is unlikely to occur without any movement in the value of

the invested (non-insurance policy) assets held by the plans.

9. Derivative financial instruments

	2025	2024
	£m	£m
Current assets
Forward foreign currency contracts designated as fair value hedges	–	1.7
Other forward foreign currency contracts	8.9	18.7
	8.9	20.4
Current liabilities
Forward foreign currency contracts designated as fair value hedges	–	(0.4)
Other forward foreign currency contracts	(9.3)	(17.7)
	(9.3)	(18.1)

The figures in the above table include derivative financial instruments where the

counterparty is a subsidiary of the Company.

Details of the hedging activities is provided in note 30 to the Group Financial

Statements.

10. Trade & other payables

	2025	2024
	£m	£m
Amounts owed to subsidiaries	16.5	19.9
Tax payable	43.5	17.4
Other taxes & social security costs	1.9	2.6
Other creditors	16.6	17.0
Accruals & deferred income	27.6	31.4
	106.1	88.3

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	248

Notes to the Company Financial Statements

continued

11. Interest-bearing loans & borrowings

	2025	2024
	£m	£m
Current
Bank overdrafts	–	3.0
Loans from subsidiaries	1,290.3	1,390.8
Fixed-rate notes	98.9	–
Lease liability	0.7	0.6
	1,389.9	1,394.4
Non-current
Bank loans1	83.4	(2.1)
Loans from subsidiaries	120.3	149.1
Fixed-rate notes	149.4	936.0
Lease liability	6.2	6.3
	359.3	1,089.3
Note
1. 2024 balance relates to unamortised issue costs.

The loans from subsidiaries with a maturity date of less than one year are repayable

in 2026 and have a weighted average interest rate of 4.30%. The loans from

subsidiaries with a maturity date greater than two years and less than five years are

repayable in 2028 and 2029 and have a weighted average interest rate of 6.69%.

Details of the interest and repayment terms of the bank loans and fixed-rate notes

can be found in note 20 to the Group Financial Statements.

The table below shows the loans from subsidiaries by maturity. The amounts

disclosed in the table are the undiscounted cash flows and may therefore not agree

to the amounts disclosed in the Balance Sheet.

	Less than 1 year	1 to 2 years	2 to 5 years	Total
At 31 December 2025	£m	£m	£m	£m
Loans from subsidiaries	1,316.3	8.0	125.4	1,449.7

	Less than 1 year	1 to 2 years	2 to 5 years	Total
At 31 December 2024	£m	£m	£m	£m
Loans from subsidiaries	1,422.8	59.0	112.9	1,594.7

12. Provisions

	Exceptional items
	£m
At 1 January 2025	3.9
Additions	21.3
Utilised	(19.0)
Released – unutilised	(0.2)
At 31 December 2025	6.0
Current 2025	6.0
Non-current 2025	–
At 31 December 2025	6.0
Current 2024	3.9
Non-current 2024	–
At 31 December 2024	3.9

The opening balance mainly relates to costs associated with the Performance

Excellence programme.

Additions during the year of £21.3m are primarily £11.6m in relation to acquisition

and integration costs and £8.8m in relation to the Performance Excellence

programme. Costs of £9.9m in relation to acquisition and integration and £9.0m in

relation to the Performance Excellence programme have been settled in the year.

The closing balance of £6.0m primarily relates to the Performance Excellence

programme £3.6m and acquisition and integration costs £1.7m.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	249

Notes to the Company Financial Statements

continued

13. Share capital & reserves

	2025	2024
	Number million	Number million
Issued & fully paid share capital
Ordinary shares of 12.5p each	259.6	259.6
Treasury shares
At the beginning of the year	2.0	1.7
Purchase of shares in respect of equity settled share-based payments	0.4	0.6
Utilised during the year in respect of equity settled share- based payments	(0.7)	(0.3)
At the end of the year	1.7	2.0
Equity settled share-based payments
Share awards outstanding at the end of the year	1.8	1.8

The Company has one class of ordinary share with a par value of 12.5 pence, which

carries no rights to fixed income.

Merger reserve

The merger reserve relates to the issue of new equity as part of the consideration

paid for an acquisition. Shares issued directly to ESCO shareholders on 12 July 2018,

as part of the total acquisition consideration, qualified for merger relief under

Section 612 of the Companies Act 2006 and resulted in an increase to the reserve of

£323.2m. The remaining reserve balance of £9.4m relates to shares issued in part

consideration for the acquisition of Delta Industrial Valves Inc. during 2015.

Capital redemption reserve

The capital redemption reserve was created by a repurchase and cancellation of

own shares during the 53 weeks ended 1 January 1999.

Special reserve

The premium of £1.8m arising on the issue of shares for the acquisition of the entire

share capital of Liquid Gas Equipment Limited in 1988 has been credited to a special

reserve in accordance with the merger relief provisions of the Companies Act 1985.

Hedge accounting reserve

This reserve records the portion of the gains or losses on hedging instruments used

as cash flow and fair value hedges that are determined to be effective. Net (gains)

losses transferred from equity during the year are included in the following line

items in the Consolidated Income Statement.

14. Guarantees & legal claims

Guarantees

The Company has given guarantees in relation to the bank and other borrowings of

certain subsidiary companies amounting to £676.8m ( 2024: £695.1m) of which

£233.4m (2024: £174.7m) was utilised at 31 December 2025. These guarantees,

recognised at fair value under IFRS 9, do not have a material value at the balance

sheet date and the likelihood of the guarantees being called upon is considered

remote.

Legal claims

For details of legal claims see note 27 to the Group Financial Statements.

15. Related party disclosures

The Company has taken advantage of the exemption under paragraph 8(k) of FRS

101 not to disclose transactions with related parties that are wholly owned by a

subsidiary of the Company. The following table provides the total amount of

transactions that have been entered into with non-wholly owned related parties for

the relevant financial year and outstanding balances at the year end.

		Group charges	Amounts due by
Related party		£m	£m
Weir ABF LP1	2025	–	–
	2024	–	61.4
Weir Minerals (India) Private Limited	2025	0.1	0.1
	2024	–	–
Vulco S.A.	2025	0.3	0.1
	2024	0.3	0.1

Note

1. Weir ABF LP was dissolved in May 2025.

Strategic Report		Governance		Financial Statements		Additional Information	The Weir Group PLC Annual Report and Financial Statements 2025	250

Notes to the Company Financial Statements

continued

16. Financial risk management objectives and policies

The description of the Group’s financial risk management objectives and policies is

provided in note 30 to the Group Financial Statements. These financial risk

management objectives and policies also apply to the Company.

17. Events after the balance sheet date

Details of events occurring after the balance sheet date are provided in note 33 to

the Group Financial Statements.

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	251

Subsidiary undertakings

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Alastri Software Pty Ltd	Australia	Level 6, 251-253 St Georges Terrace, Perth WA 6000, Australia	Ordinary	100%
Alebras Aços e Peças Ltda.	Brazil	2151 Avenida José Benassi, Sala B, Parque Industrial, CEP 13.213-085., Brazil	Ordinary	100%
ARCV PARTICIPAÇÕES LTDA	Brazil	Rua Engenheiro Aluísio Rocha, nº 15, Loja 2, Sala 01, bairro Buritis, Belo Horizonte, Minas Gerais, 30575-260, Brazil	Ordinary	100%
Aspir Pty Ltd	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Bucyrus Blades de Mexico S.A. DE C.V.	Mexico	Calle 14, Manzana 4, Lote 4, Parque Industrial, Apartado Postal 129, Atlacomulco, Mexico	Fixed Capital, Variable Capital	100%
Bucyrus Blades Inc.	United States	C T Corporation System, 4400 Easton Commons Way, Suite 125, Columbus OH 43219, United States	Common Stock	100%
Bucyrus Blades of Canada ULC	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Class A Common	100%
Carriere Industrial Supply Limited	Canada	222 Bay Street, Suite 3000, P O Box 53, Toronto ON M5K 1E7, Canada	Common Shares	100%
CH Warman Asia Limited	Malta	Level 2 West, Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St. Julian's, STJ 3155, Malta, STJ 3155, Malta	Ordinary	100%
CiDRA Holdings LLC	United States	50 Barnes Park North, Wallingford, CT 06492, United States	Corporate Relationship	6%
CIS First Nations Services Inc.	Canada	222 Bay Street, Suite 3000, P O Box 53, Toronto ON M5K 1E7, Canada	Common Stock	100%
EEG PARTICIPAÇÕES LTDA	Brazil	Rua Assis Brasil, nº 779, , Bairro Centro, Santa Cruz do Sul, Rio Grande do Sul, 96810-158, Brazil	Ordinary	100%
Electric Steel Foundry Company	United States	780 Commercial Street SE, Suite 100, Salem OR 97301, United States	Fixed Capital	100%
Envirotech (Pty) Limited	South Africa	31 Isando Road, Isando, Gauteng, 1601, South Africa	Ordinary, Ordinary A	100%
ESCO - Bucyrus Blades Canada	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Partnership	100%
ESCO (UK) Holdings Limited	United Kingdom	Ings Road, Doncaster DN5 9SN	Ordinary	100%
ESCO (UK) Limited	United Kingdom	Ings Road, Doncaster DN5 9SN	Ordinary	100%
ESCO (Xuzhou) Trading Company Limited	China	9 Huasheng Road, Xuzhou Hi-Tech Industry Zone, Xuzhou City, Jiangsu Province, China	Corporate Relationship	100%
ESCO (Xuzhou) Wearparts Co., Ltd.	China	9 Huasheng Road, Xuzhou Hi-Tech Industry Zone, Xuzhou City, Jiangsu Province, China	Corporate Relationship	100%
ESCO Australia Holdings Pty Limited	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO Belgium SA	Belgium	Rue des Fours a Chaux 122, Zoning Industriel, 7080 Frameries, Belgium	Ordinary	100%

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continued

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
ESCO Canada Finance Company Inc.	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Common	100%
ESCO Canada Ltd.	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Ordinary	100%
ESCO Dunedin Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO Elecmetal Fundición Limitada	Chile	Calle Miraflores, Numero 222, Piso veinticuatro, Santiago, Chile	Corporate Relationship	50%
ESCO Electric Steel Foundry Company of Africa (Pty) Ltd	South Africa	Meadowview Business Estate CNR Clulee and Meadowview lane, Linbro Park, Johannesburg, South Africa, 2090, South Africa	Ordinary	100%
ESCO EMEA Holdings (UK) Limited	United Kingdom	Ings Road, Doncaster DN5 9SN	Ordinary	100%
ESCO Empowerment Trust	South Africa	Meadowview Business Estate CNR Clulee and Meadowview lane, Linbro Park, Johannesburg, South Africa, 2090, South Africa	Corporate Relationship	2%
ESCO Engineering Kingaroy Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary, D- Ordinary, F-Ordinary	100%
ESCO Engineering Pty. Ltd.	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO GmbH	Germany	Marie-Bernays Ring 1, Moenchengladbach, 41199, Germany	Ordinary	100%
ESCO GP Ltd.	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Common	100%
ESCO Group Holdings Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO Group LLC	United States	1209 Orange Street, Wilmington DE 19801, United States	Membership Units	100%
ESCO Hydra (UK) Limited	United Kingdom	Ings Road, Doncaster DN5 9SN	Ordinary, Ordinary A	100%
ESCO Indonesia Investco No 1 Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO Indonesia Investco No 2 Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO International (H.K.) Holdings Limited	Hong Kong	Units 6901 & 6903, Floor 69, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong, China, Hong Kong	Ordinary	100%
ESCO International Holdings SRL	Belgium	122 Rue des Fours à Chaux, Zoning Industriel, Frameries, 7080, Belgium	Ordinary	100%
ESCO Japan, Inc.	Japan	Marunouchi Mitsui Building, 2-2-2 Marunouchi, Chiyoda-ku, Tokyo, 100-0005, Japan	Common	100%
ESCO Latin América Comércio e Indústria Ltda.	Brazil	Rua Engenheiro Gerhard Ett, nº 1.215, Galpão 02, Distrito Industrial Paulo Camilo Sul, Betim, 32668-110, Brazil	Ordinary	100%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	253

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Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
ESCO Limited	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Class A Common	100%
ESCO Moçambique S.A.	Mozambique	Avenida Kim IL Sung, no. 961, Maputo, Mozambique	Ordinary	100%
ESCO Northgate Pty Ltd	Australia	25 Trade Street, Lytton, Queensland QLD 4178, Australia	Ordinary	100%
ESCO Peru S.R.L.	Peru	Av. Manuel Olguin 211, Suite 304, Surco, Lima, Peru	Common	100%
ESCO SAS	France	57 rue d’Amsterdam, 75008, Paris, France	Ordinary	100%
ESCO Servicios Mineros S.A.	Argentina	Tucuman 1, Piso 4, C1049AAA, Buenos Aires, Argentina	Ordinary	100%
ESCO South Africa Wearparts (Pty) Limited	South Africa	Meadowview Business Estate CNR Clulee and Meadowview lane, Linbro Park, Johannesburg, South Africa, 2090, South Africa	Cumulative redeemable preference, Empowerment Ordinary, Ordinary A	99%
ESCO Supply and Service Kazakhstan	Kazakhstan	Seyfullina Avenue, 502, Almalinskiy district, Almaty, 050012, Kazakhstan	Ordinary	100%
ESCO Supply Carajás Indústria de Peças e Equipamentos Ltda	Brazil	Rodovia PA-160, S/N, Sala B, Quadra 73, Lotes 1, 2, 3, 4, 5, 6, 7, 22, 23 e 24, Parque dos Carajas Il, Parauapebas/PA, 68515000, Brazil	Ordinary	100%
ESCO Turbine Components Europe SRL	Belgium	122 Rue des Fours à Chaux, Zoning Industriel, Frameries, 7080, Belgium	Ordinary	100%
ESCO Wearparts Supply and Services (Namibia) (Proprietary) Limited	Namibia	Unit 3, 2nd Floor, Ausspann Plaza, Dr Agostinho Neto Road, Ausspannplatz, Windhoek, Namibia	Ordinary	100%
ESCO-Bucyrus Blades Financing Limited Partnership	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Partnership	100%
ESCOSupply Ltd.	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3, Canada	Class A Common	100%
Fabrica de Aisladores Sismicos de Chile Limitada	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Corporate Relationship	99%
FAST2 MINE TECNOLOGIA E DESENVOLVIMENTO DE SISTEMAS LTDA	Brazil	Rua Engenheiro Aluísio Rocha, nº 15, Loja 2, Sala 01, bairro Buritis, Belo Horizonte, Minas Gerais, 30575-260	Ordinary	100%
Fundición Vulco Ltda	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Corporate Relationship	99%
G. & J. Weir, Limited	United Kingdom	C/o Weir Minerals Europe, Halifax Road, Todmorden OL14 5RT	Ordinary	100%	Yes

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continued

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Inversiones ESCO Chile Limitada	Chile	Calle Miraflores, Numero 222, Piso veinticuatro, Santiago, Chile	Corporate Relationship	100%
Inversiones Linatex Chile (Holdings) Limitada	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Corporate Relationship	100%
JCBA PARTICIPAÇÕES LTDA	Brazil	Avenida Benjamin Constant, nº 670, sala 214, Centro, Lajeado, Rio Grande do Sul, 95900-106, Brazil	Ordinary	100%
Linatex (H.K.) Limited	Hong Kong	ROOM 1919, 19/F, LEE GARDEN ONE, 33 HYSAN AVENUE, Causeway Bay, Hong Kong, China, Hong Kong	Ordinary	100%
Linatex Asset Holdings Malaysia Sdn. Bhd.	Malaysia	2nd Floor, No 2-4 Jalan Manau, Wilayah Persekutuan,Wilayah Persekutuan, 50460 Kuala Lumpur, Malaysia	Ordinary	100%
Linatex Australia Pty. Limited	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary A, Ordinary B	100%
Linatex Chile Limitada	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Corporate Relationship	100%
Linatex Chile SpA	Chile	Santa Catalina de Chena 850, San Bernardo, Santiago de Chile, Chile	Ordinary Nominative Share	100%
Linatex Consolidated Holdings Ltd	Virgin Islands, British	Kingston Chambers, PO Box 173, Tortola, Road Town, British Virgin Islands	Ordinary	100%
Linatex Limited	United Kingdom	C/o Weir Minerals Europe, Halifax Road, Todmorden OL14 5RT	Ordinary	100%
Linatex Rubber Limited	United Kingdom	C/o Weir Minerals Europe, Halifax Road, Todmorden OL14 5RT	Ordinary	100%
Linatex Rubber Products Sdn. Bhd.	Malaysia	2nd Floor, No 2-4 Jalan Manau, Wilayah Persekutuan,Wilayah Persekutuan, 50460 Kuala Lumpur, Malaysia	Ordinary	100%
Metalúrgica Vulco Ltda	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Common Stock	99%
Micromine Africa (Pty) Ltd	South Africa	20 Georgian Crescent, Hampton Park North, Bridgeport House, Bryanston, 2021, South Africa	Ordinary	100%
Micromine Australia Pty Ltd	Australia	Level 6, 251-253 St Georges Terrace, Perth WA 6000, Australia	Ordinary	100%
Micromine Central Asia LLP	Kazakhstan	Almaty, Auezov District, Kabdolov Street 16, Office 501, Kazakhstan	Ordinary	100%
Micromine Limited	United Kingdom	Quadrant House Floor 6, 4 Thomas More Square, London E1W 1YW	Ordinary	100%
Micromine Ltd	Canada	Suite 510 - 1040, West Georgia Street, Vancouver BC V6E 4H1, Canada	Ordinary	100%

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Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Micromine Mongolia LLC	Mongolia	Ulaanbaatar 17011, Khan Uul District, 15th khoroo, Chinggis Avenue 33/2, Regis Place Building, Suite 803	Ordinary	100%
Micromine USA, Inc	United States	430 Indiana Street, Suite 100, Golden, CO 80401, United States	Ordinary	100%
MINE SERVICES PARTICIPAÇÕES LTDA	Brazil	Rua Engenheiro Aluísio Rocha, nº 15, Loja 2, Sala 01,, bairro Buritis, Belo Horizonte, Minas Gerais, 30575-260	Ordinary	100%
Mining Software Holdings Pty Ltd	Australia	Level 6, 251-253 St Georges Terrace, Perth WA 6000, Australia	Ordinary	100%
Motion Metrics International Corp.	Canada	1800 – 510 West Georgia Street, Vancouver BC V6B 0M3 , Canada	Class A Common Stock	100%
Motion Metrics Latin America SpA	Chile	Edificio Nueva Santa Maria, Los Conquistadores 1730, Of. 2805 Providencia, Santiago, Chile	Ordinary	100%
Multiflo Pumps Pty Ltd	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Precision Mining Consulting Pty Ltd	Australia	Level 6, 251-253 St Georges Terrace, Perth WA 6000, Australia	Ordinary	100%
PRECISION MINING SOFTWARE PTY LTD	Australia	227 St Pauls Terrace, Fortitude Valley, Queensland, 4006, Australia	Ordinary	100%
Precision Mining Technologies Pty Ltd	Australia	Level 6, 251-253 St Georges Terrace, Perth WA 6000, Australia	Ordinary	100%
PT ESCO Mining Products	Indonesia	The Garden Centre #3-04, Cilandak Commercial Estate, JL Raya Cilandak KKO, Jakarta, 12075, Indonesia	Ordinary	100%
PT Weir Minerals Contract Services Indonesia	Indonesia	Jl. Mulawarman Rt. 20 No. 20 Kelurahan Manggar, Kec, Balikpapan Timur, Kota Balikpapan, 76116, Indonesia	Ordinary	100%
PT Weir Minerals Indonesia	Indonesia	Jl. Mulawarman Rt. 20 No. 20 Kelurahan Manggar, Kec, Balikpapan Timur, Kota Balikpapan, 76116, Indonesia	Ordinary	100%
PT Weir Oil & Gas Indonesia	Indonesia	Jl. Mulawarman Rt. 20 No. 20 Kelurahan Manggar, Kec, Balikpapan Timur, Kota Balikpapan, 76116, Indonesia	Ordinary A, Ordinary B	95%
PT. Mikromine Indonesia Perdana	Indonesia	Wisma Pondok Indah 1, Lt4, Suite 406, Jln, Sultan, Iskandar Mudar Blok. V-TA, Pondok Pinang-Kebayoran, Lama, Jakarta Selatan, DKI Jakarta, 12310, Indonesia	Ordinary	100%
Seaboard Holdings, LLC	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Membership Units	100%
Sentiantechnologies AB	Sweden	Bredgatan 4, 211 30, Malmo, Sweden	Ordinary	100%
SG PARTICIPAÇÕES LTDA	Brazil	Rua Engenheiro Aluísio Rocha, nº 15, Loja 2, Sala 01,, bairro Buritis, Belo Horizonte, Minas Gerais, 30575-260	Ordinary	100%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	256

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Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Slurry Holdings Limited	Malta	Level 2 West, Mercury Tower, The Exchange Financial & Business Centre, Elia Zammit Street, St. Julian's, STJ 3155, Malta, STJ 3155, Malta	Ordinary	100%
Soldering Comercio e Industria Ltda	Brazil	Rua Engenheiro Gerhard Ett, nº 1.215, Distrito Industrial Paulo Camilo Sul, CEP 32669-110, Brazil	Ordinary	100%
Thandilwa Training Centre (Pty) Ltd	South Africa	Meadowview Business Estate CNR Clulee and Meadowview lane, Linbro Park, Johannesburg, South Africa, 2090, South Africa	Ordinary	100%
The Weir Group International S.A.	Switzerland	Rue de Romont 35, c/o Daniel Schneuwly, 1700 FRIBOURG, Fribourg, Switzerland	Ordinary	100%
The Weir Group Isle of Man Limited [In Liquidation]	Isle of Man	1st Floor Goldie House 1-4 Goldie Terrace, Upper Church Street, Douglas, IM1 1EB, Isle of Man	Ordinary	100%
The Weir Group Pension Trust Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	N/A	100%	Yes
Townley Engineering and Manufacturing Company, LLC	United States	10251 SE 110th Street Road, Candler, FL 32111-0221, United States	Corporate Relationship	100%
Townley Foundry and Machine Co., LLC	United States	10251 SE 110th Street Road, Candler, FL 32111-0221, United States	Membership Units	100%
Trio Engineered Products (Hong Kong) Limited	Hong Kong	ROOM 1919, 19/F, LEE GARDEN ONE, 33 HYSAN AVENUE, Causeway Bay, Hong Kong, China, Hong Kong	Ordinary	100%
TWG Canada Holdings Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
TWG Finance, Inc.	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Common	100%
TWG Investments (No. 6) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
TWG Investments (No. 7) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
TWG Investments (No. 8) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
TWG Investments (No.10) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
TWG Investments (No.3) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary, Preference	100%	Yes
TWG Investments (No.4) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%

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continued

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
TWG South America Holdings Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary, Preference	100%
TWG UK Holdings Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
TWG US Finance LLC	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Membership	100%	Yes
TWG US Holdings LLC	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Units	100%
TWG Young Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
Valves and Controls DE, LLC	United States	Corporation Trust Company (CT Corporation System) , 1209 Orange Street, Corporation Trust Center, Wilmington DE 19801, United States	Corporate Relationship	100%
Valves and Controls US, Inc.	United States	Corporation Trust Company (CT Corporation System) , 1209 Orange Street, Corporation Trust Center, Wilmington DE 19801, United States	Common	100%
Vulco Peru SA	Peru	Av. Separadora Industrial, N° 2201 Urb Vulcano Ate, Lima, Peru	Ordinary	99%
Warman Pumps Ltd	Australia	1-3 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Weir Australia Finance Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
Weir B.V.	Netherlands	Egtenrayseweg 9, 5928 PH, Venlo, Netherlands	Ordinary	100%
Weir Brasil Comercio Ltda	Brazil	Rodovia BR-101, KM 43, N° 43.000, Galpão 10-C, Bairro Nova Brasília, Joinville/ SC, CEP 89213-125, Brazil	Ordinary	100%
Weir Canada, Inc.	Canada	2300 Meadowvale Blvd. Mississauga ON L5N 5P9, Canada	Common	100%
Weir Canadian Investments, Inc.	Canada	2300 Meadowvale Blvd. Mississauga ON L5N 5P9, Canada	Common	100%
Weir do Brasil Ltda	Brazil	Av Jose Benassi, 2151, Sala A, Condominio Fazgran, Jundiaí/SP, 13.213-085, Brazil	Nominal	100%
Weir Engineering Products (Shanghai) Co., Ltd	China	Room 318, Floor 3, No. 458, Fute North Road, Shanghai, China	[N/A]	100%
Weir Engineering Services Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
Weir ESCO Ground Engaging Tools Zambia Limited	Zambia	Plot 2810, Chingola Highway, Vibhav Business Park , Chingola, Copperbelt Province, Zambia	Ordinary	100%
Weir Group (Australian Holdings) Pty Limited	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%	Yes

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	258

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Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Weir Group (Overseas Holdings) Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
Weir Group African IP Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
Weir Group Engineering Hong Kong Limited	Hong Kong	ROOM 1919, 19/F, LEE GARDEN ONE, 33 HYSAN AVENUE, Causeway Bay, Hong Kong, China, Hong Kong	Ordinary	100%
Weir Group Executive SUURB Trustee Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
Weir Group Holdings Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
Weir Group Inc.	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Common	100%
Weir Group IP Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
Weir Group Machinery Equipment (Shanghai) Co. Ltd	China	No. 4918, Liuxiang Road, Xuxing Town, Jiading District, Shanghai, China	Ordinary	100%
Weir Group Machinery Equipment (Wuxi) Co., Ltd.	China	No. 9, Wenzhu Road, Hudai Town, Binhu District, Wuxi City, China	Ordinary	100%
Weir Group Management Services Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%	Yes
Weir Group Trading Mexico, S.A. de C.V.	Mexico	Av. Nafta No. 775, Col. Parque Industrial, Stiva Aeropuerto, Mexico	Ordinary Nominative Share	100%
Weir HBF (Pty) Ltd	South Africa	50 Studebaker, Markman Industria, Port Elizabeth, Eastern Cape, 6001, South Africa	Ordinary	100%
Weir Holdings B.V.	Netherlands	Egtenrayseweg 9, 5928PH Venlo, Netherlands	Ordinary	100%
Weir International Services (Pty) Ltd	South Africa	5 Clarke Street South, Alrode, Alberton, Gauteng, 1449, South Africa	Ordinary	100%
Weir Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary A, Ordinary B	100%	Yes
Weir Malaysia Sdn. Bhd.	Malaysia	2nd Floor, No 2-4 Jalan Manau, Wilayah Persekutuan,Wilayah Persekutuan, 50460 Kuala Lumpur, Malaysia	Ordinary A, Ordinary B	100%
Weir Minerals (India) Private Limited	India	NCC Urban Windsor, 1st Floor, New Airport Road, Opp.Jakkur Aerodrome, Yelahanka, Bangalore, Karnataka, 560 064, India	Ordinary	97%
Weir Minerals Africa (Proprietary) Limited	South Africa	5 Clarke Street South, Alrode, Alberton, 1449, South Africa	Ordinary, Ordinary A	100%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	259

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continued

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Weir Minerals Armenia LLC	Armenia	22 Hanrapetutyan Str, 5th Floor, Yerevan Centre, 0010, Armenia	Ordinary	100%
Weir Minerals Australia Ltd	Australia	1-3 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Weir Minerals Balkan d.o.o. Beograd	Serbia	Milutina Milankovića 19G, Novi Belgrad, Belgrade, 11070, Serbia	Ordinary	100%
Weir Minerals Botswana (Proprietary) Limited	Botswana	Plot 64518 Deloitte House Fairgrounds, Gaborone, Botswana	Ordinary	100%
Weir Minerals Caribe SRL	Dominican Republic	KK 22,5 Autopista Duarte, Parque Industrial Duarte, Parque de Naves PID 4, Santo Domingo, Dominican Republic	Ordinary	100%
Weir Minerals Central Africa Limited	Zambia	Plot No. 3655, Chibuluma Road, Light Industrial Area,, Kitwe, Copperbelt Province, Zambia	Ordinary	100%
Weir Minerals Chile S.A.	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Ordinary Nominative Share	99%
Weir Minerals China Co., Limited	China	Factory #27, 158 Hua Shan Road, Suzhou New District, Suzhou, 215011, China	Corporate Relationsip	100%
Weir Minerals Colombia SAS	Colombia	Carrera 43 B # 16 41 Office 904, Building Staff, Medellin Antioquia, Colombia	Ordinary	100%
Weir Minerals Czech & Slovak, s.r.o.	Czech Republic	Hlinky 118, 603 00 Brno, Czech Rep., Brno, Czech Republic	Ordinary	100%
Weir Minerals DRC SAS	Congo, The Democratic Republic of the	1222 Route Likasi, Quartier Musompo - Mutshatsha, Kolwezi, Province de Lualaba, Congo (the Democratic Republic of the)	B-Shares	65%
Weir Minerals East Africa Limited	Tanzania, United Republic of	Apex Holdings Limited, Plot 438-443, Nyamhongolo Industrial Area, Mwanza, Tanzania, United Republic of	Ordinary	100%
Weir Minerals Egypt (L.L.C)	Egypt	11 Hanin Ibn Isaac St, 7th District, Nasr City, Cairo, 11727, Egypt	Ordinary	100%
Weir Minerals Europe Limited	United Kingdom	Halifax Road, Todmorden OL14 5RT	Ordinary	100%
Weir Minerals Finland Oy	Finland	Levysepänkatu 4, 95450 Tornio, Finland	Ordinary	100%
Weir Minerals France SAS	France	Parc Technoland, Baitment H, 6-8 Allee du Piemont, 69800, Saint-Priest, France	Ordinary	100%
Weir Minerals FZCO	United Arab Emirates	Unit 2W M058, Dubai Airport Free Zone Area, Dubai, United Arab Emirates	Ordinary	100%
Weir Minerals Germany GmbH	Germany	Lise-Meitner-Straße 12, 74074, Heilbronn, Germany	Capital	100%
Weir Minerals Hungary Kft	Hungary	Teleki László utca 11 1/.3, Tatabánya, 2800-HU, Hungary	Issued Capital	100%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	260

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Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Weir Minerals Isando (Pty) Ltd	South Africa	31 Isando Road, Isando, 1601, South Africa	Ordinary	100%
Weir Minerals Italy S.r.l.	Italy	Via Fratelli Cervi 1/D, Cernusco sul Naviglio, 20063, Milan, Italy	Ordinary	100%
Weir Minerals Kazakhstan LLP	Kazakhstan	Seyfullina Avenue, 502, Almalinskiy district, Almaty, 050012, Kazakhstan	Charter capital	100%
Weir Minerals Kenya Limited	Kenya	LR No. 1870/1/569, Ring Road Parklands, P.O. Box 764 - 00606 - Sarit Centre, Nairobi, Kenya	Ordinary	100%
Weir Minerals Madagascar Sarlu	Madagascar	Immcuble Mining Business Center sis a Mamory Ivato, 10518 Ivato Aeroport ,Analamanga, Madagascar	Ordinary	100%
Weir Minerals Mexico Servicios, S.A. de C.V.	Mexico	Av. Nafta No. 775, Col. Parque Industrial, Stiva Aeropuerto, Mexico	Ordinary Nominative Share	100%
Weir Minerals Mexico, S.A. de C.V.	Mexico	Av. Nafta No. 775, Col. Parque Industrial, Stiva Aeropuerto, Mexico	Ordinary Nominative Share	100%
Weir Minerals Mocambique Limitada	Mozambique	Mozambique, Maputo Cidade, Distrito urbano1, Bairro, Centrall, AV. Zedequias ,Manganhela, Mozambique	Ordinary	100%
Weir Minerals Mongolia LLC	Mongolia	205, 2nd Khoroo, Bayangol District, Ulaanbaatar, Mongolia	Ordinary	100%
Weir Minerals Netherlands B.V.	Netherlands	Egtenrayseweg 9, 5928 PH, Venlo, Netherlands	Ordinary	100%
Weir Minerals North Africa SARL	Morocco	Boulevard Sidi Mohamed, Ben Abdellah, Im B, 1er Etage N 29. ,Casablanca, 20160, Morocco	Ordinary	100%
Weir Minerals Panama S.A.	Panama	Urbanización Vista Alegre, Edificio Parque Logístico Panawest Bodega 7 Autopista, Panama-Arraijan, Panamá	Ordinary	100%
Weir Minerals Poland Sp. z.o.o.	Poland	ul. Wilkowicka, nr 20, lok. ---, miejsc. Leszno, kod 64-100, Poland	Company Capital	100%
Weir Minerals Processing Equipment & Services LLC	United Arab Emirates	EFCO Cement Products Factory, Plot No 597901, Dubai Investment Park II, Dubai, United Arab Emirates	Ordinary	49%
Weir Minerals Pump & Mining Solutions Namibia (Proprietary) Limited	Namibia	Erf 4877 Patrick Lungadha Street, Ext. 10, New Industrial, Swakopmund, Namibia	Ordinary	100%
Weir Minerals RFW LLC (OOO)	Russian Federation	Bolshaya Polyanka, Building 2, house 2, 119180, Moscow, Russian Federation	Corporate Relationship	100%
Weir Minerals Senegal SUARL	Senegal	Sacré Coeur Pyrotechnique Residence, Les Signares, 1er Etage, Dakar Ponty, F4B - BP 21378, Senegal	Ordinary Shares	100%
Weir Minerals Shared Services Proprietary Limited	South Africa	5 Clarke Street South, Alrode, Alberton, 1449, South Africa	Ordinary	100%
Weir Minerals South Africa Proprietary Limited	South Africa	5 Clarke Street South , Alrode, Alberton, South Africa	Ordinary	75%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	261

Subsidiary undertakings

continued

Company Name	Country of Incorporation	Registered Office Address	Class of Shares	Percentage Of Shares	Directly Owned by PLC
Weir Minerals Sweden AB	Sweden	Polervägen 4, 774 41 Avesta, Sweden	Ordinary	100%
Weir Minerals U.S. Inc.	United States	Corporation Trust Company (CT Corporation System) , 1209 Orange Street, Corporation Trust Center, Wilmington DE 19801, United States	Common, Preferred Stock – NPV	100%
Weir Minerals Ukraine LLC	Ukraine	2 Glinka str., letter Ƃ-18, б-1, Dnipropetrovsk Reg, Dnipropetrovsk, 49000, Ukraine	Corporate Relationship	100%
Weir Minerals West Africa Ltd Company	Ghana	Phase 3A, WH 5 & 6, Plot A, Tema Freezone Enclave, Agility Logistics Park, Kpone-Katamanso, Greater Accra, Ghana	Ordinary	100%
Weir Oil & Gas Australia Pty Limited	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Weir Pumps Limited	United Kingdom	10th Floor, 1 West Regent Street, Glasgow G2 1RW	Ordinary	100%
Weir Services Australia Pty Ltd	Australia	1-5 Marden Street, Artarmon NSW 2064, Australia	Ordinary	100%
Weir Services Tanzania Limited	Tanzania, United Republic of	Plot 84, Block G, Nyakato Industrial Area, Mwananchi, Mwanza, 33205, Tanzania, United Republic of	Ordinary	100%
Weir Sudamerica S.A.	Chile	San José N° 0815, San Bernardo, Santiago de Chile, Chile	Ordinary Nominative Share	100%
Weir Turkey Mineralleri Limited Sirketi	Turkey	Organize Sanayi Mah. 5. Cad. No:6C , Dilovası , Kocaeli, Turkey	Bearer	100%
Weir US Holdings Inc.	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Common	100%
Weir Vulco Argentina S.A.	Argentina	Sarmiento 511 Sur 1°Piso A, San Juan, CP 5400, Argentina	Ordinary	100%
Weir Warman (U.K.) Limited	United Kingdom	Halifax Road, Todmorden OL14 5RT	Ordinary	100%	Yes
WHW Group Inc.	United States	The Corporation Trust Company, 1209 Orange Street, Wilmington DE 19801, United States	Common	100%
Wuxi Weir Minerals Equipments Co., Ltd.	China	Lot 265, Wuxi-Singapore Industrial Park, Wuxi City, Jiangsu Province, China	Ordinary	100%

In the year ended 31 December 2024, the Group had an interest in a partnership,

Weir ABF LP, which was fully consolidated into the financial statements for that year.

The Group took advantage of the exemption conferred by Regulation 7 of the

Partnerships (Accounts) Regulations 2008 and, accordingly, the accounts of this

qualifying partnership were not appended to the financial statements. Separate

accounts for the partnership were not required to be, and were not, filed at

Companies House in the UK. During the year ended 31 December 2025, the

partnership was dissolved.

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	262

Subsidiary undertakings

continued

Statutory audit exemptions

The Weir Group PLC has issued guarantees over the liabilities of the following

companies at 31 December 2025 under Section 479C of Companies Act 2006 and

these entities are exempt from the requirements of the Act relating to the audit of

individual accounts by virtue of Section 479A of the Act:

Company Name	Company number
ESCO (UK) Holdings Limited	04743623
ESCO EMEA Holdings (UK) Limited	08690169
Linatex Limited	00246713
TWG Canada Holdings Limited	SC288837
TWG Investments (No.3) Limited	SC197235
TWG Investments (No.4) Limited	SC197236
TWG Investments (No.6) Limited	SC292269
TWG Investments (No.7) Limited	SC292270
TWG Investments (No.8) Limited	SC292721
TWG Investments (No.10) Limited	SC522807
TWG South America Holdings Limited	SC380944
TWG UK Holdings Limited	SC311635
Weir Australia Finance Limited	SC706473
Weir Engineering Services Limited	SC033381
Weir Group (Overseas Holdings) Limited	SC054821
Weir Group African IP Limited	SC333781
Weir Group Holdings Limited	SC187227
Weir Group IP Limited	SC267963
Weir Warman (U.K.) Limited	01636530

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	263

Shareholder information

Company Secretary & registered office

Jennifer Haddouk

The Weir Group PLC

1 West Regent Street

Glasgow

G2 1RW

Registered in Scotland.

Company No. SC002934

Registrar

Computershare Investor Services PLC

The Pavilions

Bridgwater Road

Bristol

BS99 6ZZ

Website: www.investorcentre.co.uk

Telephone: 0370 707 1402

Shareholder enquiries relating to shareholding, dividend payments, change of name

or address, lost share certificates or transfer of shares etc. should be addressed to

Computershare.

Shareholder analysis

Online communications

Shareholders are encouraged to visit the Company’s corporate website

(global.weir), which contains a wealth of information about the Weir Group. The

website includes information about the markets in which we operate, our strategy

and business performance, recent news from the Group and product information.

The investor section is a key source of information for shareholders, containing

details on the share price, our financial results, shareholder meetings and dividends,

as well as a ‘Shareholders FAQ’ section.

E-communications

We are encouraging our shareholders to receive their information by email and via

our website. Not only is this quick, it helps to reduce paper, printing and costs.

To register for e-communications, log on to www.investorcentre.co.uk

Follow us

Ordinary shareholder analysis at 31 December 2025

(excluding 1,465 treasury shares)

By country
		UK shareholders	91.4%
		Overseas shareholders	8.6%

By holding size

Range	No. of Shareholders	%	No. of Shares	%
1–1,000	1,748	54.52	638,429	0.25
1,001–5,000	758	23.64	1,647,481	0.63
5,001–10,000	154	4.80	1,104,190	0.43
10,001–100,000	301	9.39	10,954,531	4.22
100,001–500,000	158	4.93	36,779,555	14.17
500,001–1,000,000	40	1.25	27,694,954	10.67
1,000,001–999,999,999	47	1.47	180,792,912	69.64
Total	3,206	100.00	259,612,052	100.00

By shareholder category
	No. of Holdings	%	No. of Shares	%
Individuals	2,344	73.11	3,068,662	1.18%
Bank or Nominees	795	24.80	256,084,778	98.64%
Investment Trust	11	0.34	66,779	0.03%
Insurance Company	–	0.00	–	0.00%
Other Company	41	1.28	288,913	0.11%
Pension Trust	1	0.03	1	0.00%
Other Corporate Body	14	0.44	102,919	0.04%
Total	3,206	100.00	259,612,052	100%

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	264

Shareholder information

continued

Annual and interim reports

Our Annual Report is available online. You can view or download the full Annual

Report and Interim Report from our website at global.weir/investors/reporting-

centre

Managing your shareholding online with Investor Centre is a free, secure online

service run by Computershare, giving you convenient access to information on your

shareholdings. Manage your shareholding online and take advantage of all these

features and more:

– view share balances and market values for all of your Computershare-managed

holdings;

– update dividend mandate bank instructions, including global payments and view

dividend payment history;

– register to receive company communications online;

– cast your Proxy Vote online for forthcoming General Meetings; and

– update personal details, such as your address.

Registration is quick and easy. Just visit www.investorcentre.co.uk with your

Shareholder Reference Number (SRN) to hand. After registering, you may be sent an

activation code in the post, used to validate your account.

Annual General Meeting 2026

Our Annual General Meeting will be held at 2.30pm on Thursday 30 April 2026.

Further details are contained in the Notice of Annual General Meeting 2026, which is

available to download from our website at global.weir/shareholder-information/

agm.

Voting

Information on how you can vote electronically on the resolutions that will be put

forward at our 2026 Annual General Meeting can be obtained through our Registrar

by visiting www.investorcentre.co.uk/eproxy. You will need details of the Control

Number, your SRN and PIN, which can be found on the Form of Proxy or email, if you

have asked to be sent email communications.

Dividends

The Directors have recommended a final dividend of 22.1 pence per share, for the

year ended 31 December 2025. Payment of this dividend is subject to approval at

the 2026 Annual General Meeting. Key dates relating to this dividend are given

below.

Annual General Meeting	30 April 2026
Ex-dividend date	30 April 2026
Record date	1 May 2026
Mandatory Direct Credit deadline	6 May 2026
Payment date	29 May 2026

Dividend history – (pence per share)

	2018	2019	2020	2021	2022	2023	2024	2025
Interim	15.75	16.5	0.0	11.5	13.5	17.8	17.9	19.6
Final	30.45	0.0	0.0	12.3	19.3	20.8	22.1	22.1
Total	46.2	16.5	0.0	23.8	32.8	38.6	40.0	41.7

Important – payment of dividends by mandatory direct credit

In 2019, the Company simplified the way in which it pays dividends to shareholders

and now pays cash dividends by direct credit only. If our Registrar Computershare

does not have any bank/building society details on record for you, future payments

will remain unissued and you may then be charged to have your payments

issued at a later date.

Paying dividends into a bank or building society account is a quicker and more

secure way for your dividends to be paid directly to you. In order to receive your

dividends directly into your bank account, you will need to register your bank/

building society details on our Registrars’ website at www.investorcentre.co.uk. You

will need your ten digit shareholder Reference Number (SRN), which starts with the

letter C or G to log in.

This can be found on your share certificate(s) and dividend confirmation.

Alternatively, you can call Computershare on the dedicated Shareholder helpline

0370 707 1402, should you have any questions about registering your payment

instruction.

An Annual Dividend Confirmation detailing all payments made throughout the tax

year is sent once a year either electronically or to your registered address.

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	265

Shareholder information

continued

International Funds Transfers

If you live overseas, Computershare offers an International Funds Transfers service

that is available in certain countries. This may make it possible to receive dividends

direct into your bank account in your local currency. Please note that the fees

applied for this service will be automatically deducted from the proceeds before it is

paid to you. For further details go to www.investorcentre.co.uk/faq/payments.

American Depositary Receipt (ADR) programme

The Company has a sponsored level 1 ADR programme in the United States. Each

ADR represents 0.5 ordinary shares of 12.5 pence each, in the Company. The

Company’s ADR programme is administered by Citibank, who were appointed in

February 2016.

ADR investor contact

Telephone: +1 781 575 4555 Citibank representatives are available from 8.30am to

6.00pm US Eastern Standard Time (EST) Monday to Friday. Email:

[email protected]

In writing

Citibank Shareholder Services

P.O. Box 43077

Providence,

Rhode Island 02940-3077

ADR broker contact

Telephone: +1 212 723 5435 /

+44 207 500 2030

Email: [email protected]

Dividend tax allowance

With effect from 6 April 2024, the annual tax free allowance on dividend income was

reduced from £1,000 to £500.

Above this amount, individuals will pay tax on their dividend income at a rate

dependent on their income tax bracket and personal circumstances. We will

continue to provide registered shareholders with confirmation of the dividends paid

and this should be included with any other dividend income received when

calculating and reporting total dividend income received. It is a shareholder’s

responsibility to include all dividend income when calculating any tax liability.

This provision is enshrined in the Finance Act 2016. If you have any tax queries,

please contact a financial adviser.

United Kingdom capital gains tax

For the purpose of capital gains tax, the market value of an ordinary share of The

Weir Group PLC as at 31 March 1982 was 29.75 pence. This market value has been

adjusted to take account of the sub-Division of the share capital whereby each

ordinary share of 25 pence was sub-divided into two ordinary shares of 12.5 pence

each on 28 June 1993. Rights issues of ordinary shares took place in April 1987 at

157 pence per share on the basis of one new ordinary share for every seven

ordinary shares held, in July 1990 at 250 pence per share on the basis of one new

ordinary share for every five ordinary shares held and in September 1994 at

252 pence per share on the basis of one new ordinary share for every four ordinary

shares held.

Share dealing services

Shareholders have the opportunity to buy or sell The Weir Group PLC shares using a

share dealing facility operated by our Registrar, Computershare. For details of

Computershare’s dealing services, please visit www.computershare.com/dealing/uk

Shareholder warning alert: unsolicited investment advice

and fraud

Many companies have become aware that their shareholders have received

unsolicited phone calls or correspondence concerning investment matters. Share

scams are often run from ‘boiler rooms’ where fraudsters cold-call investors offering

them worthless, overpriced or even non-existent shares.

These callers can be very persistent and extremely persuasive and their activities

have resulted in considerable losses for some investors. Whilst usually by telephone,

the high-pressure sales tactics can also come by email, post, word of mouth or at a

seminar. Shareholders are advised to be very wary of any unsolicited advice, offers

to buy shares at a discount, sell your shares at a premium or offers of free company

reports.

If you receive any unsolicited investment advice:

– make sure you get the correct name of the person and organisation and take a

note of any other details they provide, such as a telephone number or address;

– check that the caller is properly authorised by the Financial Conduct Authority

(FCA) by visiting www.fca.org.uk;

– report any approach from such organisations to the FCA using the share fraud

reporting form at www.fca.org.uk/consumers/report- scam-unauthorised-firm,

where you can also find out about the latest investment scams. You can also call

the Consumer Helpline on 0800 111 6768; and

– if calls persist, hang up.

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	266

Glossary

AGM

Annual General Meeting

AI

Artificial intelligence

Annual Recurring Revenue (ARR)

Subscription‑based revenue recognised annually from software or digital services

Avoided emissions

Quantified emissions avoided by replacing conventional technologies with Weir’s

energy‑efficient comminution and tailings transport solutions

Board

The Board of Directors of The Weir Group PLC

bps

Basis points

Brownfield

A term used to describe existing mining operations

Brownfield optimisation/debottlenecking

Upgrades or modifications to existing mines to increase production capacity and

efficiency without new mine development

Capex

Capital expenditure

CGU

Cash-generating unit

CSRD

EU Corporate Sustainability Reporting Directive

Comminution

Crushing, screening and grinding of materials in mining and sand and aggregates

markets

Company

The Weir Group PLC

Computershare EBT

Employee benefit trust (Computershare Trustees (Jersey) Limited)

Constant currency

2024 restated at 2025 average exchange rates

Continuing operations

Continuing operations excludes the Oil & Gas Division, which was sold to Caterpillar

Inc. in February 2021 and the Saudi Arabian joint venture, which was sold to Olayan

Financing Company in June 2021

Director

A Director of The Weir Group PLC

EBIT

Earnings before interest and tax

EBITDA

Earnings before interest, tax, depreciation and amortisation

eNPS

Employee net promoter score. A scoring system designed to help employers

measure employee satisfaction and loyalty within their organisations

EPS

Earnings per share

ESEL / ESEL joint venture

Chilean foundry and GET (ground engaging tools) partner. On 3 March 2026, Weir

announced it had acquired full ownership

Excellence Committees

Management-level committees seeking to promote best practice on a variety of

specialist topics

External Auditors

PricewaterhouseCoopers LLP

Fast2Mine

Brazilian mining software provider acquired in 2025, offering mine management

solutions for open‑pit and underground operations

Free cash flow

Operating cash flow (cash generated from operations) adjusted for net capital

expenditure, lease payments, dividends received from joint ventures, purchase of

shares for employee share plans, net interest, income taxes, settlement of derivative

financial instruments, additional pension contributions and non-controlling interest

dividends

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	267

Glossary

continued

GAAP

Generally Accepted Accounting Practice

Gender diversity

The percentage increase or decrease in females at Weir, relative to the starting

baseline. The percentage is determined as the number of female employees

divided by the total number of employees (all genders inclusive), within any given

period (less the baseline figure)

GHG

Greenhouse gases

Greenfield

A term used to describe new mine developments

Group

The Company together with its subsidiaries

IAS

International Accounting Standards

ID&E

Inclusion, diversity and equity

IFRS

International Financial Reporting Standards

Inclusive Workplace Standard

Weir’s global framework setting expectations for workplace accessibility, safety,

culture, and inclusion

ISSB

International Sustainability Standards Board

ISO

International Organisation for Standardisation

KPI

Key performance indicator

Like-for-like

On a consistent basis, excluding the impact of acquisitions

LTIP

Long-Term Incentive Plan

Micromine

Equipment‑agnostic mining software provider acquired in 2025; offers exploration,

design, planning and operational solutions

NGO

Non-governmental organisation

Operating margin

Operating profit including our share of results of joint ventures divided by revenue

2026 operating margin target

Adjusted operating profit margin for full year ending 31 December 2026 

Ordinary shares

The ordinary shares in the capital of the Company of 12.5 pence each

Performance Excellence

A transformation programme to optimise the structure of our operations and drive

synergy across our processes

R&D

Research and development

Retain our talent

The percentage of permanent employees who have voluntarily chosen to leave

Weir in the reporting period. Voluntary is determined as any employee who has

voluntarily chosen to leave the organisation, and excludes any employee who has

left by way of an involuntary exit

SASB

Sustainability Accounting Standards Board

Scope 1 emissions

Direct GHG emissions occur from sources that are owned or controlled by the

company, for example, emissions from combustion in owned or controlled boilers,

furnaces, vehicles and process emissions

Scope 2 emissions

Indirect GHG emissions. Scope 2 accounts for GHG emissions from the generation of

purchased electricity, heat or steam consumed by the company and is purchased

or otherwise brought into the organisational boundary of the company

Strategic Report		Governance		Financial Statements		Additional Information		The Weir Group PLC Annual Report and Financial Statements 2025	268

Glossary

continued

Scope 3 emissions

Other indirect GHG emissions across the value chain Scope 3 emissions are a

consequence of the activities of the company, but occur from sources not owned or

controlled by the company. Some examples of scope 3 activities are extraction and

production of purchased materials; transportation of purchased fuels; and use of

sold products and services

SHE

Safety, Health and Environment

SRP

Share Reward Plan

Subsidiary

An entity that is controlled, either directly or indirectly, by the Company

tCO2e

Tonnes of carbon dioxide equivalent

Tier 1 miners

Largest global mining companies with multi‑asset portfolios and high

production volumes

TIR

Total incident rate is an industry standard indicator that measures fatality, lost time

and medical treatment injuries per 200,000 hours worked (employee, contractor and

visitor hours on site)

Transformational flowsheet(s)

Integrated mining process flowsheet(s) that use Weir technologies to improve

throughput, reduce energy and water use, and enhance sustainability

TSR

Total Shareholder Return comprising dividends paid on ordinary shares and the

increase or decrease in the market price of ordinary shares

WACC

Weighted average cost of capital

WBS

Weir Business Services

Zero Harm Behaviours

Weir’s behavioural framework supporting its 'Zero Harm. Every Day' approach to

safety

Photographic references:

Cover image - Futuristic 3D holographic visualisation of resource and geophysical data analysis for advanced geological surveying mining and energy discovery. 

Page 31 - Vibrant aerial view of open pit mine in Cobar Outback Australia.

Page 34 - Abstract texture of the oxidised copper on the walls of the underground copper mine in Roros, Norway.

Pages 37 and 40 - Colourful mine aerial view landscape.

Designed and produced by Radley Yeldar www.ry.com

Printed by Park Communications – A carbon neutral printing company.

The material used on this card is from sustainable sources. The paper mill and printer are both registered with the Forestry Stewardship Council (FSC)®

and additionally have the Environmental Management System ISO 14001. The paper is recyclable and biodegradable. It has been printed using 100%

offshore wind electricity sourced from UK wind.

The Weir Group PLC

1 West Regent Street

Glasgow

G2 1RW