Annual Report & Accounts 2024

Strategic Report

1 Financial and Non-Financial Highlights

2 Our Business Model

4 Group at a Glance

6 Chair’s Statement

8 Group Chief Executive Officer’s Statement

9 Delivery of Group Strategy

9 Market Overview

11 Outlook

12 Sustainability

14 Environment

18 Our Technology and Product Development

on the Path to Net Zero

20 TCFD

26 Social

31 Governance

32 Investment Case

34 Our strategic priorities

36 Technology

36 Our Technology Themes

38 Underlying Technologies

40 Stakeholder Engagement

46 Section 172 Statement

48 Key Performance Indicators

50 Risks and Uncertainties

60 Divisional Review – Aerospace

62 Divisional Review – Flexonics

64 Financial Review

68 Viability Statement

69 Non-Financial and Sustainability

Information Statement

Governance

72 Chair’s Governance Letter

73 Board at a Glance

74 Board of Directors

77 Executive Committee

78 Board Leadership and Company Purpose

82 Division of Responsibilities

84 Composition, Succession and Evaluation

85 Nominations Committee Report

89 Report of the Directors

90 Audit Committee Report

96 Remuneration Committee Report

96 Chair’s Annual Statement

98 2024 Remuneration Report at a Glance

99 Remuneration Report: Policy

102 Annual Report on Remuneration

110 Statement of Directors’ Responsibilities

111 Independent Auditor’s Report to the

Members of Senior plc

Financial Statements

120 Consolidated Income Statement

121 Consolidated Statement

of Comprehensive Income

122 Consolidated Balance Sheet

123 Consolidated Statement of Changes

in Equity

124 Consolidated Cash Flow Statement

125 Notes to the Consolidated Financial

Statements

166 Company Balance Sheet

167 Company Statement of Changes in Equity

168 Notes to the Company Financial Statements

174 Five-year Summary

Additional Information

175 Group Undertakings

177 Additional Shareholder Information

178 Officers and Advisers

Our purpose

We help engineer the transition to a sustainable world

forthe benefit of all our stakeholders.

We do this by:

Technology expertise

Using our technology expertise in fluid conveyance and thermal

management to provide safe and innovative products for

demanding applications in some of the most hostile environments.

Customer transition

Enabling our customers, who operate in some of the

hardest-to-decarbonise sectors, to transition to low-carbon

and clean energy solutions.

Climate action

Staying at the forefront of climate disclosure and action by

ensuring our own operations achieve our Net Zero commitments.

WE ARE SENIOR

We are an international, market-leading,

engineering solutions provider with

26 operating businesses in 12 countries.

Senior’s expertise in fluid conveyance

and thermal management provides safe

and innovative products for demanding

applications in some of the most

challenging environments.

STRATEGIC

REPORT

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

Financial highlights

Revenue

+1%

£977.1m

2023 – £963.5m

Adjusted operating margin

(1)

nil bps

4.8%

2023 – 4.8%

Adjusted profit before tax

(2)

-14%

£33.0m

2023 – £38.3m

Profit before tax

+22%

£27.8m

2023 – £22.8m

Adjusted earnings per share

(3)

-30%

7.17p

2023 – 10.28p

Basic earnings per share

-17%

6.25p

2023 – 7.52p

Return on capital employed

(4)

-30 bps

6.8%

2023 – 7.1%

Dividend per share

+4%

2.40p

2023 – 2.30p

Free cash flow

(5)

+12%

£17.3m

2023 – £15.5m

Net debt

(5)

£26m increase

£229.6m

2023 – £203.8m

Non-financial highlights

CDP

(climate disclosure project)

2023 – A Leadership rating “Implementing best practices”

Total Scope 1 and 2 Carbon Dioxide Emissions

(tonnes CO

equivalent emitted)

38,238 tonnes

2023 – 40,491 tonnes (Scope 1, Scope 2 – market based)

Lost time injury rate

(per 100 employees)

0.19

2023 – 0.32

Waste recycled

91.1%

2023 – 95.1%

Ethics

(percentage of employees who completed

Annual Code of Conduct Training)

96.2%

2023 – 95%

Women in leadership – Board of Directors

56%

2023 – 57%

Women in leadership – Executive Committee

38%

2023 – 38%

Adjusted operating profit and adjusted profit before tax are

stated before £1.6m amortisation of intangible assets from

acquisitions (2023 – £2.2m), £3.5m site relocation costs

(2023 – £0.1m), £1.1m US class action lawsuit (2023– £nil)

and £nil net restructuring costs (2023 – £5.6m). Adjusted

profit before tax is also stated before net income associated

with corporate undertakings of £1.0m (2023 – £7.6m costs).

A reconciliation of adjusted operating profit to operating profit

is shown in Note 9. In 2023, adjusted earnings per share

includes the benefit of a release of £10.5m of provision for

uncertain tax positions, of which £3.5m relates to interest

(see Note 10 for further details).

EBITDA is adjusted profit before tax and before interest,

depreciation, amortisation and profit or loss on sale of

property, plant and equipment. It also excludes EBITDA

from businesses which have been disposed and includes

12 months EBITDA for businesses acquired and it is based

on frozen GAAP (pre-IFRS 16). This measure is used for the

purpose of assessing covenant compliance and is reported

to the Group Executive Committee.

(1) Adjusted operating margin is the ratio of adjusted

operating profit to revenue.

(2) A reconciliation of adjusted profit before tax to profit

before tax is shown in Note 9.

(3) A reconciliation of adjusted earnings per share

to basic earnings per share is shown in Note 12.

(4) See page 49 for the derivation of return

on capital employed.

(5) See Notes 31b and 31c for the derivation

of free cash flow and of net debt respectively.

The US Dollar exchange rate applied in the translation of

revenue, profit and cash flow items at average rates for

2024 was $1.28 (2023 – $1.24). The US Dollar exchange

rate applied to the balance sheet at 31 December 2024

was $1.25 (31 December 2023 – $1.27).

Cautionary statement

The Annual Report & Accounts 2024 contains certain

forward-looking statements. Such statements are made

by the Directors in good faith based on the information

available to them at the date of this Report and they should

be treated with caution due to the inherent uncertainties

underlying any such forward-looking statements.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 1

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Our core Values

‘The Senior Way’ Our culture

Safety

We operate

safely, protecting

people and the

environment.

Integrity

We operate with

integrity and in an

ethical manner.

Customer focus

We put the

customer at the

heart of everything

we do.

Respect and trust

We work together

with mutual respect

and trust.

Accountability

We do what

we say.

Excellence

We continually

strive to do better

in every aspect of

our business.

Our Values set out the principles and

standards of behaviour that drive our culture.

The safety and wellbeing of our employees

is a priority in everything that we do. In our

autonomous and collaborative Business

Model, our operational business leaders are

empowered and accountable, and set the

tone for their operations.

The principles of openness and transparency

are strongly encouraged and are evident

across all our businesses.

Our Vision

We are a trusted and collaborative high value-added engineering,

manufacturing and technology company; our aim is to deliver sustainable

growth in operating profit, cash flow and shareholder value.

OUR BUSINESS MODEL

Our Purpose

We help engineer the

transition to a sustainable

world for the benefit of all our

stakeholders. We do this by:

Technology expertise

Using our technology expertise in fluid

conveyance and thermal management to

provide safe and innovative products for

demanding applications in some of the

most hostile environments.

Customer transition

Enabling our customers, who operate

in some of the hardest-to-decarbonise

sectors, to transition to low-carbon

and clean energy solutions.

Climate action

Staying at the forefront of climate disclosure

and action by ensuring our own operations

achieve our Net Zero commitments.

Read more about our strategic priorities

on pages 34 and 35

How we do it

Our strategic priorities

Autonomous and collaborative business model

Senior’s Business Model is one of empowering and

holding accountable our operating businesses, operating

within a clearly defined control framework. Business

plans are developed in line with the overall Group

strategy. Increasing collaboration amongst operating

businesses in the Group is a priority in order to address

our customers’ needs whilst maintaining an autonomous

business structure. Business leaders throughout Senior

are actively embracing collaboration activities.

Focus on growth

Senior operates in end markets with

structural long-term growth drivers. We aim

to consistently outgrow our end markets by:

• growing market share, particularly

with key customers;

• focusing on technology

and product innovation;

• geographical expansion; and

• exploiting adjacent opportunities

organically and through acquisition.

High performance model

Senior strives for excellence through a high-performance

operating model, drawing on the many world-class

practices from across the Group. The key elements include:

• the Senior Operating System: (SOS): an operational

toolkit incorporating best practice processes such as

lean and continuous improvement techniques, supplier

management, new product introduction, 5/6S

methodology, factory visual management systems,

and risk and financial management;

• a comprehensive business review process utilising a

balanced scorecard incorporating KPIs with a focus on

performance, growth, operational excellence and talent

development; and

• clear processes for developing strategy, ensuring

top-down and bottom-up alignment, considering

inorganic investments and managing M&A transactions.

Competitive cost country strategy

Senior has a global footprint to ensure we

stay competitive at a capability and cost

level. In addition to our North American

and European footprint, we have facilities

in Thailand, Malaysia, China, India, Mexico,

South Africa and the Czech Republic which

help to ensure we meet our customers’

cost and price challenges whilst enhancing

returns on investment.

Considered and effective capital deployment

Senior understands the importance of considered and

effective capital deployment in the interest of maximising

the creation of shareholder value. All significant

investments undertaken by Senior are assessed using

a rigorous investment appraisal process and are

supported by a business case.

Talent development

Senior has a highly skilled workforce,

experienced entrepreneurial business

leaders and functional experts. We aim

to attract and develop talent, supporting

employees with online tools to enable

personal and skills development as well as

comprehensive technical and operational

training. The Group has a strong focus on

diversity and inclusion across the business

including on our Board and Executive team.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 20242

STRATEGIC

REPORT

Our core Values

‘The Senior Way’ Our culture

Safety

We operate

safely, protecting

people and the

environment.

Integrity

We operate with

integrity and in an

ethical manner.

Customer focus

We put the

customer at the

heart of everything

we do.

Respect and trust

We work together

with mutual respect

and trust.

Accountability

We do what

we say.

Excellence

We continually

strive to do better

in every aspect of

our business.

Our Values set out the principles and

standards of behaviour that drive our culture.

The safety and wellbeing of our employees

is a priority in everything that we do. In our

autonomous and collaborative Business

Model, our operational business leaders are

empowered and accountable, and set the

tone for their operations.

The principles of openness and transparency

are strongly encouraged and are evident

across all our businesses.

What we do

Senior designs and manufactures highly engineered, technology-rich

components and systems for principal original equipment

manufacturers in the worldwide aerospace & defence, land vehicle

and power & energy markets.

Our Business Model is straightforward in terms of revenue

recognition, with no exposure to long-term contract accounting.

The Group has a

global footprint with

operating businesses,

located in

countries servicing

blue-chip customers.

Read more on

pages 4 to 5

Our strengths/differentiators

Innovation

• Experts in fluid conveyance and thermal management.

• Focusing on technology product and process innovation to better serve

our customers and deliver enhanced shareholder value.

People and culture

• Integrity and high ethical standards.

• Safety first culture embedded across the whole organisation.

• Empowerment of local leadership, within a robust control framework.

• Ongoing investment in personal and professional development at all levels

throughout the business.

Financial

• Financial strength supporting investment, innovation and customer

confidence.

• Rigorous business review process delivers benefits for shareholders.

Global footprint

• 26 operating businesses in 12 countries serving a number of markets.

• An integrated global footprint providing customers with market proximity

and cost competitiveness.

Organisation

• A culture of autonomous collaboration.

• Active sharing of best practices.

• Complementary capabilities.

• Leverage common customer and supplier relationships.

• Strong Divisions provide additional focus on growth, performance

and governance.

Read more about our people on page 28 and about

innovation and technology on pages 36 to 39

How we do it

Our strategic priorities

Autonomous and collaborative business model

Senior’s Business Model is one of empowering and

holding accountable our operating businesses, operating

within a clearly defined control framework. Business

plans are developed in line with the overall Group

strategy. Increasing collaboration amongst operating

businesses in the Group is a priority in order to address

our customers’ needs whilst maintaining an autonomous

business structure. Business leaders throughout Senior

are actively embracing collaboration activities.

Focus on growth

Senior operates in end markets with

structural long-term growth drivers. We aim

to consistently outgrow our end markets by:

• growing market share, particularly

with key customers;

• focusing on technology

and product innovation;

• geographical expansion; and

• exploiting adjacent opportunities

organically and through acquisition.

High performance model

Senior strives for excellence through a high-performance

operating model, drawing on the many world-class

practices from across the Group. The key elements include:

• the Senior Operating System: (SOS): an operational

toolkit incorporating best practice processes such as

lean and continuous improvement techniques, supplier

management, new product introduction, 5/6S

methodology, factory visual management systems,

and risk and financial management;

• a comprehensive business review process utilising a

balanced scorecard incorporating KPIs with a focus on

performance, growth, operational excellence and talent

development; and

• clear processes for developing strategy, ensuring

top-down and bottom-up alignment, considering

inorganic investments and managing M&A transactions.

Competitive cost country strategy

Senior has a global footprint to ensure we

stay competitive at a capability and cost

level. In addition to our North American

and European footprint, we have facilities

in Thailand, Malaysia, China, India, Mexico,

South Africa and the Czech Republic which

help to ensure we meet our customers’

cost and price challenges whilst enhancing

returns on investment.

Considered and effective capital deployment

Senior understands the importance of considered and

effective capital deployment in the interest of maximising

the creation of shareholder value. All significant

investments undertaken by Senior are assessed using

a rigorous investment appraisal process and are

supported by a business case.

Talent development

Senior has a highly skilled workforce,

experienced entrepreneurial business

leaders and functional experts. We aim

to attract and develop talent, supporting

employees with online tools to enable

personal and skills development as well as

comprehensive technical and operational

training. The Group has a strong focus on

diversity and inclusion across the business

including on our Board and Executive team.

Creating value for our stakeholders

Our employees

Ensuring Senior is a great place to work with inspiring

operational leadership and a highly motivated workforce.

Our customers

Continuously delivering competitive products

and solutions to customers with outstanding quality

and delivery performance.

Our suppliers

Developing reliable, ethical and sustainable

supply chains ensuring we can meet our

customers’ requirements.

Our shareholders

Generating shareholder value through sustainable

growth in operating profit and cash flow.

Our communities

Actively participating and helping to improve the

quality of life in our local communities. Minimising

our environmental impact through peer-leading

sustainability programmes.

Our environment

Caring for our planet by reducing greenhouse gas

emissions, using less water and recycling our waste.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 3

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Our people worldwide

GROUP AT A GLANCE

North America

41%

UK and Europe

36%

Asia

20%

Africa

Worldwide

operating

businesses

Countries

Read more about our people and culture on page 28

David Squires | Group Chief Executive Officer

“Our core Values underpin our culture with

Safety and Integrity first amongst equals.”

Read more on pages 36 to 39

32%

(2023 – 36%)

Land vehicle 19%

Power & energy 13%

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 5

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Overview

2024 further demonstrated Senior’s resilience,

once again having to navigate through choppy

waters given external events. As a consequence

of the well-documented situation at Boeing,

impacting production volumes, we had to revise

expectations to the market. The team delivered

trading in line with revised market expectations

and a strong cash performance. They responded

by dynamically, supporting our customers and

controlling our costs, to limit the impact on

Aerospace profitability in 2024. Our robust

strategy and product offerings in attractive

end markets, combined with the focused and

disciplined operational and pricing management,

enabled us to emerge strong overall.

Our core markets developed largely as expected

throughout the year. Boeing sales were

impacted by 737 MAX volumes being subdued

following the Alaska Airlines incident in January

and from their employee strike from September

to November leading to a shutdown of 737

MAX, 767 and 777 production.

Timely actions were taken to minimise cost and

balance sheet exposure. Senior focused on

operational efficiency during the year and

maintained diligence on pricing and making sure

commercial terms were reflective of current day

pricing. Due to specific actions implemented

both by us and our suppliers, Senior’s supply

chain has become more stable. A few hotspots

remain, and we are continuing to work with our

customers and suppliers to resolve these. We

are also closely monitoring the impact on global

trade from potential tariff changes.

The operating businesses as a result delivered

improved profitability during the period.

The Group’s revenue growth was 4% on

a constant currency basis and a healthy

book-to-bill of 1.12 underpins future growth.

A massive thank you to David, Bindi and all

of our teams for the 2024 results.

Strategy

Senior is committed to a sale of our

Aerostructures business and is making good

progress with this process. This is in line with

our strategy to position Senior as the market

leading pure play fluid conveyance and thermal

management business.

The Group has a solid foundation to support

future growth aspirations. We have well

equipped businesses and are supported by

extensive design and manufacturing process

intellectual property and know-how. Our offering

is pivotal technologies for emissions reduction

and environmental efficiency; capabilities that

continue to be highly relevant as the world

transitions towards a lower carbon economy.

With continued R&D investment in these

technologies and by leveraging our engineering

capabilities, we will ensure that we provide

solutions over the long term for our customers.

A good example is the standards-compliant

parts strategy which taps into the high-growth,

high-pressure hydraulic fluid fittings space

enabled by our 2022 acquisition, Spencer

Aerospace. The collaboration between Spencer

and Senior Aerospace in France continues to

progress well with innovative new products

being designed for Commercial Aerospace.

In order to showcase our fluid conveyance

and thermal management capabilities, the

Company in June hosted an investor site visit

to our Senior Aerospace France businesses

(Ermeto and Calorstat). This engagement

enabled us to demonstrate how such products

will shape the growth of our business over the

short and medium term.

As a well-capitalised and intrinsically cash

generative Group, our operating businesses

have existing capacity to benefit from our

attractive end markets. Complementing this is

the Group’s strong financial position and robust

balance sheet, further enhanced by the issuance

of a $40m private placement in February 2025.

The Board actively reviews the Group’s portfolio,

ensuring a considered and effective capital

deployment to maximise shareholder value

creation. As the Group advances in its strategy,

growing Senior’s high-quality fluid conveyance

and thermal management businesses becomes

the focus. Underpinning this will be investments

supported by a business case and assessed

using a rigorous investment appraisal process.

The Board is confident in the Group’s strategy

and that it will deliver enhanced value for

all our stakeholders.

CHAIR’S STATEMENT

Strategic progress sustained; the journey advances

Ian King | Chair

“We are delivering on our strategy and remain confident in

maximising value for shareholders over the medium term.”

Business model & Strategic priorities

We aim to create value for all our stakeholders

through our Business Model. The creation of this

value is driven by our six strategic priorities.

Pages 2 and 3 and pages 34 and 35

for further details.

Investment case

Senior’s strategy and positioning in attractive

and structurally resilient core markets; technical

capabilities and sustainability credentials; underpins

our commitment to continue to deliver a strong

performance, which in turn will deliver enhanced

value for our shareholders.

For more information on investment case read

pages 32 to 33.

6 SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC

REPORT

Our performance and dividend

In 2024, the Board and the Executive team

continued to make good strategic, operational,

and financial progress. Senior delivered trading

in line with revised expectations, a strong cash

performance, and grew the order book.

Group revenue increased 4% (on a constant

currency basis) to £977.1m. Our adjusted

operating profit increased to £46.5m which

resulted in the Group’s adjusted operating

margin increasing by 10 basis points (on a

constant currency basis), to 4.8%.

The Group has a healthy balance sheet and

period-end net debt to EBITDA of 1.8x, after

taking into account a £15.0m payment for

dividends and net purchase of shares, and

£10.7m contingent consideration for the

acquisition of Spencer Aerospace following its

strong growth post-acquisition.

The Board has confidence in the Group’s

performance, financial position and future

prospects, and is proposing a final dividend

of 1.65 pence per share. This would bring total

dividends, paid and proposed for 2024 to 2.40

pence per share, an increase of 4% over 2023.

The Board will continue to follow a progressive

dividend policy reflecting earnings per share,

free cash flow generation, market conditions

and dividend cover over the medium term.

Our sector leading

sustainability credentials

The Board acknowledges the critical importance

of implementing a bold and comprehensive

sustainability programme. We firmly believe

that our Company Purpose and leadership

in sustainability provide a unique commercial

advantage as the global economy transitions

to a lower carbon future. Sustainability is deeply

embedded in our strategy, reflected in the

behaviours of our people and the culture

of our organisation.

In 2024, we reached several significant

milestones in our sustainability journey including

being awarded the top ‘A’ score by CDP in its

global annual ranking for transparency on climate

change for 2024, reducing our Scope 1 and 2

emissions by 33% against our 2018 baseline

and meeting our Near-Term Science-Based

Target ahead of the 2025 target.

Looking ahead to 2025, we are committed to

building on this strong foundation by enhancing

our sustainability programmes and reporting.

Our focus will be on addressing both financial

and environmental/social impacts, ensuring our

leadership in sustainability continues to deliver

long-term value for all stakeholders.

The Sustainability Report on pages 12 to 17

provides more detail on how we are progressing.

Our Board

In 2024, the Board maintained its focus on

succession planning. Following Bindi Foyle’s

announcement to retire from a full-time Executive

career, and after a thorough recruitment process,

we appointed Alpna Amar as the Group Chief

Financial Officer. We welcome Alpna to Senior’s

Board in April 2025, and we are confident that her

strong financial acumen and expertise will be well

placed to drive Senior’s financial strategy to the

next stage of growth. The Board would like to

thank Bindi for her outstanding contribution to

Senior over the past 19 years, and we wish her

well for the future.

After nine years as a non-executive Director,

Susan Brennan will be retiring following the

conclusion of the Company’s AGM in April

2025. I would like to take this opportunity to

thank Susan for her valued contribution and

commitment over the last nine years. As

announced earlier in 2024, Zoe Clements joined

the Board as an independent non-executive

Director with effect from 1 September 2024.

We believe that Zoe’s strengths as an

investment, private equity and financial

professional will complement the Board’s

expertise and decision-making.

I am confident that the Board continues to have

the right balance of skills and capabilities to

provide effective oversight over the Company’s

future strategic journey.

Further information can be found in the

Governance section of the Report on page 70.

Stakeholder Engagement

The Board has a strong responsibility to all of

Senior’s stakeholder groups – our shareholders,

employees, customers, suppliers and the

communities we operate in. We believe that

engaging with our stakeholders is key to the

long-term success of the Group.

In 2024, the Executive team, Group Chair, and

Chair of the Remuneration Committee (Barbara

Jeremiah), continued the Group’s engagements

with shareholders across multiple channels.

This included writing to shareholders regarding

potential changes to the Remuneration Policy

and the LTIP rules. Please refer to page 97 in the

Remuneration Report.

This year the Group has conducted its third

global Employee Opinion survey. 85% of our

employees completed the survey which is an

excellent result considering that approximately

only 40% of our employees have ready access

to business emails.

Mary Waldner, the non-executive Director for

employee engagement and Jane Johnston,

Group HR Director have continued their

programme of face-to-face focus groups.

In addition, Mary has met delegates from

our Leading for Excellence group development

programme, met leadership teams when

visiting sites and joined the monthly global

HR calls in June.

Looking forward

Senior is delivering in line with our strategy,

upholding our focus on highly engineered,

IP-rich, fluid conveyance and thermal

management expertise and capabilities.

Looking ahead, we are positioning Senior

as a pure play fluid conveyance and thermal

management business operating in attractive

and structurally resilient core markets. This

position combined with our sector-leading

sustainability credentials and highly-relevant

technical capabilities, underpins our commitment

to deliver a strong performance across our

both Divisions. Reflecting the Board’s

confidence, we have announced new and

improved medium term financial targets for

the fluid conveyance and thermal management

business, which will deliver consistent value

creation for all of our stakeholders.

Good strategic, operational, and financial

progress has been made in 2024 and we remain

confident of continuing to do so in 2025.

On behalf of the Board, I would like to thank our

employees and all other stakeholders for their

continued support and commitments.

Ian King

Chair

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 7

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Overview of 2024 results

Senior delivered 2024 results in line with

revised expectations, enhanced by a strong

cash performance.

A book-to-bill ratio of 1.12 reflected strong order

intake in 2024, underpinning the Group’s

confidence in continued growth in 2025 and

beyond. Both our divisions recorded good order

intake, with some notable contract wins

including from Safran, Deutsche Aircraft

GmbH, Gail India Limited and land vehicle

OEMs (details in the divisional reviews below),

showcasing the broad, diversified and

high-quality nature of our business.

During 2024, Group revenue increased by 4%

on a constant currency basis to £977.1m, with

growth in the Aerospace Division and lower

sales in the Flexonics Division as expected.

Exchange rates had an adverse impact of

£25.5m to total sales.

In Aerospace, revenue increased 10% year-on-

year on a constant currency basis. The increase

reflected improved pricing, the ramp up in civil

aircraft production rates and very strong growth

of over 50% in Spencer Aerospace. This was

despite 737 MAX volumes being subdued

throughout the year following the Alaska

Airlines incident in January 2024 and the Boeing

employee strike from September to November

2024. We saw a return to growth in sales to

semiconductor equipment customers (which is

included in “Adjacent Markets”) and steady

growth in the defence market. In Flexonics,

revenue was in line with expectations, down

Airlines incident in early 2024 and 3 months of

lost production on 737 MAX, 767 and 777 due

to the strike at its factories in The Puget Sound.

Boeing have now started to ramp up production

following the recommencement of operations in

December 2024.

Senior responded to these events dynamically,

supporting our customers and controlling

our costs. Nonetheless, these temporary

headwinds did affect Aerospace profitability

in 2024.

Flexonics followed a more predictable path,

with Senior outperforming anticipated softer

end markets in 2024.

The Group generated free cash flow of £17.3m

(2023 – £15.5m) in 2024. The improvement

from 2023 was a result of lower working capital

outflows more than offsetting higher investment

in capital expenditure and higher tax and interest

payments. Cash outflows from working capital

were £17.0m (2023 – £27.6m outflows),

reflecting increased inventory, offset partially

by inflows from receivables and payables.

Inventory was higher in Aerospace with planned

investment to enable us to meet the increase

in demand from our customers, and as a result

of the impact of the Boeing strike and certain

customer schedule changes in Q4. Gross capital

expenditure was £43.2m (2023 – £35.9m)

which was 1.1x depreciation (excluding the

impact of IFRS 16).

6% compared to prior year, on a constant

currency basis. The Group saw robust demand

in our downstream oil and gas and nuclear

business, partially offsetting a reduction in sales

from one of our operating businesses to our

upstream oil and gas customers due to a lower

share of this very competitive market sector.

Global land vehicle markets softened as

expected in 2024, however, our sales

outperformed key end markets due to the ramp

up of recently won production contracts.

We measure Group performance on an adjusted

basis, which excludes items that do not directly

reflect the underlying trading performance in the

period (see Note 9). References below therefore

focus on these adjusted measures.

The Group’s adjusted operating profit increased

by 5% on a constant currency basis to £46.5m

driven by improved profit in Aerospace more

than offsetting the expected volume-related

reduction in profit in Flexonics. Adjusted

operating margin increased by 10 basis points

in 2024 to 4.8%.

The market backdrop for our Aerospace Division

remains healthy with order books for large

commercial aircraft at record levels, driven by

increasing air passenger demand. There were

some supply chain issues for Airbus and its

suppliers through the year, and although there

are clear signs of improvement, we expect there

to be ongoing issues to be managed given the

large, planned increases in production. Boeing

also had specific issues with the cap on 737

MAX production imposed following the Alaska

GROUP CHIEF EXECUTIVE

OFFICER’SSTATEMENT

Trading in line with revised expectations, strong cash performance

David Squires | Group Chief Executive Officer

“Our strategy of positioning Senior as a pure play fluid conveyance

and thermal management business in attractive and structurally

resilient core markets; with active portfolio management;

combined with our highly relevant technical capabilities; and

sector-leading sustainability credentials, provides confidence of

continuing performance improvements for the Group.”

Revenue

£977.1m

(2023 – £963.5m)

Adjusted operating profit

£46.5m

(2023– £45.8m)

Free cash flow

£17.3m

(2023 – £15.5m)

8 SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC

REPORT

Further 2024 financial performance is

described in the Divisional and Financial

Review sections below.

The Board has confidence in the Group’s

performance, financial position and future

prospects, and has approved a final dividend of

1.65 pence per share (2023 – 1.70 pence). This

will be paid on 30 May 2025 to shareholders on

the register at close of business on 2 May 2025.

This brings the total dividends, paid and

proposed for 2024, to 2.40 pence per share

(2023 – 2.30 pence), an increase of 4%

year-on-year. We will continue to follow a

progressive dividend policy reflecting earnings

per share, free cash flow generation, market

conditions and dividend cover.

Delivery of Group Strategy

We are committed to a sale of our

Aerostructures business and are making

good progress. There is good buyer interest,

we are now at an advanced stage of a sale

process with a small number of parties,

and negotiations are progressing positively.

We are focused on completing the sale process

and maximising value for shareholders and

will update the market in due course. This is

in line with our strategy to position Senior as

the market leading pure play fluid conveyance

and thermal management business.

Senior’s Purpose is “to help engineer the

transition to a sustainable world for the benefit

of all our stakeholders”. We do this by:

• Technology expertise – Using our

technology expertise in fluid conveyance

and thermal management to provide

safe and innovative products for

demanding applications in some of the

most hostile environments.

• Customer transition – Enabling our

customers, who operate in some of the

hardest-to-decarbonise sectors, to transition

to low-carbon and clean energy solutions.

• Climate action – Staying at the forefront

of climate disclosure and action by

ensuring our own operations achieve

our Net Zero commitments.

Our extensive design expertise, intellectual

property and know-how supports our strategic

focus. We offer pivotal technologies for

emissions reduction and environmental

efficiency, whether that is for cleaner and more

efficient conventional technology or new low

carbon product offerings.

We continue to invest in markets where we

believe there is significant growth potential and

where the Group’s skills and knowledge can be

exploited, such as aerospace highly engineered

standard parts/components. This market has

high barriers to entry and attractive returns. We

are broadening our product portfolio for specific

products such as flanges, couplings and fittings.

Our high-pressure hydraulic fittings business,

Spencer Aerospace (“Spencer”) has continued

to grow strongly with sales up by over 50% in

2024 compared to 2023 and has now grown

over 135% since we acquired the business in

late 2022.

Further information on Senior’s strategy

and strategic priorities can be found on pages

34 to 35. In addition, we will be providing

further details on delivery of our strategy at

our Investor Event on Monday, 3 March 2025.

Market Overview

Civil Aerospace (46% of Group)

The civil aerospace sector continued its

recovery with air traffic increasing in all regions

during 2024. According to the International

Air Transport Association (“IATA”), the latest

data showed that total demand during the

year, measured in Revenue Passenger Kms

(RPKs), increased by 10% year-on-year. Air

traffic is expected to continue to grow as

incomes increase, especially in developing

markets in Asia. The long-term demand for

new aircraft is forecast to grow by 3-4%

per annum driven by growth in air traffic

and ongoing fleet replacement.

Airbus delivered 766 aircraft in 2024, compared

to 735 deliveries in 2023. Airbus recently

confirmed production rate targets are now:

A220, 14 per month in 2026; A320 family,

75 per month in 2027; A330 maintaining

4 per month; and A350, 12 per month in 2028.

In 2024, Boeing delivered 348 aircraft compared

to 528 deliveries in 2023. It has been well-

documented that Boeing faced challenges in

2024. The Alaska Air 737 MAX incident in

January 2024 led to the FAA imposing strict

controls over Boeing production and capped

production at 38 aircraft per month until the

FAA agrees to further increases. The situation

was exacerbated by an employee strike at

Boeing’s Puget Sound facilities which lasted

for 53 days during which time no aircraft were

produced at the affected facilities. Production

of aircraft resumed in mid-December.

Boeing reduced the production rate of its 787

model from 5 aircraft per month to 3 for much

of the year due to supply chain constraints,

although production returned to 5 per month by

the year end. Boeing further announced that the

first delivery of the 777X will now be in 2026. In

January 2025, the 777X program resumed FAA

certification flight testing.

Embraer is forecasting that it will deliver

between 77-85 commercial aircraft in 2025,

up from 73 in 2024. It is also forecasting to

deliver between 145-155 business jets in 2025,

having delivered 130 in 2024. Global business

jet activity was down by 1% year-on-year in

2024 according to WingX. Global deliveries of

business jets are anticipated to increase by 11%

year-on-year in 2025 and by 2% per annum over

the next decade, according to Honeywell’s

Global Business Aviation Outlook.

Civil

Aerospace

46% of

Group

Defence

13% of

Group

Adjacent

Markets

9% of

Group

Land

Vehicle

19% of

Group

Power &

Energy

13% of

Group

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 9

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

GROUP CHIEF EXECUTIVE OFFICER’S STATEMENT CONTINUED

Sustainability

Our sustainability performance

Environment

33%

Reduction in Scope 1 (Direct) and Scope 2 (Indirect)

emissions (market based) from 2018 base year

(2023 – 29.5%)

Waste

91.1%

Recycling rate

(2023– 95.1%)

Diversity

56%

Percentage of women on Senior plc Board

(2023 – 57%)

Senior continues to be at the forefront

of sustainability reporting and action.

We believe that this is truly important

and, evidently, so do many of our

customers who are including

commitment and progress on

sustainability in their supplier selection

decision-making process. In 2024, we

made significant strides, including

meeting our Near-Term science-based

target for the reduction of greenhouse

gases, a year ahead of the 2025 target

date, and progressing our Double

Materiality Assessment (DMA). Looking

ahead to 2025, we will continue our

focus on sustainability by supporting

our customers in their carbon reduction

efforts, and, having already achieved our

Near Term Scope 1 & 2 SBTi accredited

targets, our full focus now turns to

meeting our 2040 Net Zero Scope 1, 2

and 3 targets.

In 2024, we achieved significant milestones

in our sustainability journey:

Environmental

• Awarded ‘A’ leadership score by CDP for

our disclosure and action on climate change

for 2024

• We continued to reduce our Scope 1 and 2

greenhouse gas emissions, achieving a

reduction of 33% against our 2018

baseline, meeting our Near-Term science-

based target ahead of the 2025 target date.

• Electricity sourced from renewable energy

increased to 52%, from 48% in 2023.

• We extended our support to suppliers yet

to set carbon reduction targets and updated

our Sustainable Sourcing Policy.

Social

• We undertook our annual Global Employee

Engagement Survey in May 2024 and were

pleased to see improvements in the

participation rate, engagement, and health

& wellbeing scores.

• Our Lost Time Injury Illness & Illness Rate

in 2024 reduced by over 40% to 0.19, down

from 0.32 in 2023.

• Currently, 56% of the Board Directors are

female, including the Chair of the Audit

Committee, the Senior Independent

Director, who is also Chair of the

Remuneration Committee, and the

Group Finance Director. The Chair

of the Audit Committee is also the

non-executive Director with Board

responsibility for employee engagement.

Two of the Directors (22%) are from

ethnic minority backgrounds.

Governance

• We deployed an enhanced Group

Anti-Fraud Policy.

• We carried out a Group-level double

materiality assessment. The results of

the assessment will inform Senior’s

approach to enhancing and evolving its

sustainability strategy.

Further information on Senior’s

sustainability activities can be found

on pages 12 to 31.

10 SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC

REPORT

Defence (13% of Group)

Senior’s sales to the Defence sector are

primarily focused on US military aircraft

platforms such as the F-35 and C-130J.

Lockheed Martin has stated that they will

continue to produce 156 F-35 aircraft per year,

having delivered 110 in 2024. The total planned

purchases of F-35s are over 3,500, of which

31% is for the international market.

Adjacent Markets (9% of Group)

Sales from our Aerospace operating businesses

into end markets outside of the civil aerospace

and defence markets are classified under

“Adjacent Markets” and include sales into

the semiconductor equipment, space and

medical markets.

In the semiconductor sector, global sales of

wafer fabrication equipment grew by 7% during

2024. This market is forecast to grow by a

further 7% in 2025 driven by demand for

AI-related chips. (Source: Semi.org)

Land Vehicle (19% of Group)

Demand in heavy-duty truck markets during

2024 weakened in both Europe and North

America, while the off-highway market

remained subdued and light vehicle markets

experienced mixed conditions.

According to Americas Commercial

Transportation (“ACT”) research, North

American heavy-duty truck production declined

by 2% in 2024 compared to 2023, which was

better than originally anticipated. This decline

was due to ongoing overcapacity in the for-hire

freight-logistics sector in the USA, which has

resulted in low levels of profitability and fleet

investment in the Class 8 “tractor” sector. ACT

forecast production to decline by 5% in 2025

and rebound in 2026 to 12% growth as a result

of the pre-buy ahead of the planned 2027

emission change.

Weak economic fundamentals, particularly in

Germany, led to lower orders for and production

of heavy-duty trucks in Europe during 2024.

S&P Global (“S&P”) data shows that production

was down 26% year-on-year, weaker than

originally anticipated. S&P predict production in

2025 to increase by 2%.

In the off-highway sector, demand for

construction vehicles decreased in both North

America and Europe in 2024. Demand for

mining equipment remained positive in all major

markets. Industry participants are forecasting

that overall demand in the off-highway sector

in 2025 will decline in North America between

0% – 10%, be flat in Europe and increase

between 0% – 10% in China.

European light vehicle production declined by

7% in 2024 after two years of post-pandemic

catch-up, as supply and demand became more

balanced. Production in North America fell by

2% in 2024, as four years of inventory

restocking came to an end. In India, the other

light-vehicle market to which Senior has

significant exposure, production in 2024

increased by 4%. This relatively low rate, by

Indian market standards, was due to high levels

of inventory. S&P is forecasting that production

in 2025 will fall by 5% in Europe, by 2% in North

America and increase by 6% in India.

Power & Energy (13% of Group)

2024 saw growth in upstream oil & gas

expenditure slowing, especially in the Middle

East, while remaining subdued in North America.

Activity in the downstream sector remains

focussed in the Middle East and Asia, where

cheap feedstock and economic growth

respectively is driving demand.

Global electricity consumption grew by 4.3%

in 2024 and is forecast to grow at 4% annually

through 2027. Demand is being driven primarily

by economic growth, urbanisation and the

adoption of EVs.

Outlook

We are committed to a sale of our

Aerostructures business and are making

good progress. There is good buyer

interest, we are now at an advanced stage

of a sale process with a small number of

parties, and negotiations are progressing

positively. We are focused on completing

the sale process and maximising value for

shareholders and will update the market in

due course. This is in line with our strategy

to position Senior as the market leading

pure play fluid conveyance and thermal

management business.

For the year ahead, the Board anticipates

good growth for the Group, in line with its

expectations. We are closely monitoring

the impact on global trade from potential

tariff changes.

Increasing aircraft build rates, operational

efficiency benefits and improved contract

pricing are expected to drive good growth

in Aerospace in 2025, with H2 expected to

be higher than H1.

For the full year, Aerostructures is expected

to improve from a loss making position in

2024 to an operating profit range of £9m

to £11m in 2025, with the large majority

of that being earned in H2.

We expect Flexonics performance in 2025

to be broadly similar to 2024.

In land vehicles, the ramp up of

programmes recently won means we

expect our 2025 performance to be broadly

similar to 2024, despite some softness in

North America and Germany. In power and

energy, activity levels are expected to be

similar to 2024.

Our strategy of positioning Senior as

a pure play fluid conveyance and thermal

management business in attractive and

structurally resilient core markets; with

active portfolio management; combined

with our highly relevant technical

capabilities; and sector-leading sustainability

credentials, provides confidence of

continuing performance improvements

for the Group. Reflecting the Board’s

confidence, we have announced new and

improved medium term financial targets

which will be discussed in detail at the

Investor Event on Monday, 3 March 2025.

David Squires

Group Chief Executive Officer

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 11

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Mark Roden | Group Director of

HSE & Sustainability

“We have made progress

against goals, reaching

Net Zero a year ahead of target,

reducing LTIR to word class

levels and retaining an “A”

rating with CDP on disclosure

and climate action.“

Sustainability goals for 2025

In 2025, we aim to build on this strong

foundation by:

• commencing double materiality

disclosure to address both financial

and environmental/social impacts; and

• improving the precision of Scope 3

calculation methodologies as we

progress toward our Net Zero

2040 target.

SUSTAINABILITYSUSTAINABILITY

In 2024, we carried out our first Double

Materiality Assessment (DMA) for the Group.

The DMA, aligned to the CSRD, assessed both

financial and impact materiality.

Financial materiality is defined as matters

which (may) generate risks or opportunities

that could potentially have a material influence

on the undertaking’s cash flows, development,

performance, position, cost of capital or

access to finance over the short, medium,

and long-term time horizons.

Impact materiality is defined as matters

which could have an actual or potential

significant impact on people or the environment

over the short, medium or long term, caused

or contributed to by the undertaking’s own

operations, products, or services or through

its business relationships.

The results of the DMA process are shown in

the table below. The risks and impacts identified

as part of this assessment have been mapped

against the Group’s principal risks disclosed on

page 54 to 59. Appropriate mitigation measures

are already in place to manage these risks

and to take advantage of the opportunities.

Senior’s material sustainability topics

Topic

Potentially material

from a financial

perspective

Potentially

material from an

impact perspective

Environment

R&D and product innovation

Sustainable product design and lifecycle management

Climate change mitigation

Responsible material sourcing and efficiency

Social

Product performance, quality and safety

Employment practices and worker rights in own workforce

Health, safety and wellbeing

Attracting future talent

Worker and human rights in the supply chain

Governance

Data protection and cyber security

Supply chain management

Anti-bribery and corruption

Double Materiality Assessment

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202412

STRATEGIC

REPORT

All sustainability matters affected by, or having an effect on Senior

Financial

Impact of ESG

topics on Senior

Impact

Impact of Senior

on people

and planet

Material

from both

perspectives

Risks and opportunities that

become financially material

Positive and negative impacts

that become impact material

Eight stakeholder groups were considered as part of the DMA process

Stakeholders identified during

the value chain mapping

Stakeholder groups consulted

in the DMA process Rationale

Senior Leadership Senior Leadership and members of the

Executive Committee

To validate topics and identify IROs from a range of strategic perspectives

Operating Business Leaders

and Functional Managers

Management and senior employees

(various regional representation)

To validate topics and identify IROs from various regional and business

development perspectives

Employees Group HR Director and a representative

of the Works Council

To validate IROs from a HR perspective and to ensure employee viewpoints

are represented as an affected stakeholder

Investors and ESG

rating agencies

Investor relations and investors To represent shareholder perspectives

Suppliers/workers

in the value chain

Supplier representatives To validate topics and identify IROs from a supply chain perspective

and to represent the views of employees in the value chain

Customers/end users

of Senior’s products

Customer representatives To validate the topics and identify IROs from a customer and end user perspective

Local communities Business leaders in our global

operations

To understand the potential impacts of Senior’s own operations on the local

communities surrounding manufacturing sites

Environment Global aviation agencies’ reports To validate IROs from an environmental perspective (focused on aviation)

4. Validation

3. Analysis

1. Landscape review

5. Materiality matrix

2. Stakeholder engagement

and shortlisting

1. Landscape Review – the objective of the

landscape review was to identify the

comprehensive list of sustainability topics that

the Company should consider through the

DMA. A comprehensive list of topics was

identified and thoroughly reviewed.

2. Stakeholder Engagement Process – the

stakeholder engagement process began with

mapping Senior’s value chain, which identified

key activities, materials, geographies and

stakeholders. Following the value chain

mapping exercise, a list of stakeholder groups

was identified. We selected a diverse range

of internal and external stakeholders for direct

engagement, ensuring they represented a

variety of perspectives and a mix of

geographies, business/market expertise and

commercial relationships with Senior. Where

the direct engagement was not possible, we

used alternative information to gather insights.

As a result of the engagement process, we

validated the long list of sustainability topics,

identifying Impacts, Risks and Opportunities

(IROs) from a wide range of perspectives.

Following engagement with stakeholders, the

short list of sustainability topics and their

associated IROs were identified.

3. Analysis – a scoring tool, designed in line

with the European Financial Reporting

Advisory Group (EFRAG) guidance, was used

to score each IRO related to each short-listed

topic. To score Impact Materiality, each topic

was assessed according to the European

Sustainability Reporting Standards (ESRS) and

EFRAG double materiality guidance against

three parameters to determine its severity:

scale, scope and irremediability. To score

Financial Materiality, the calculation

considered how each issue might affect

Senior financially in terms of revenues, fines

and remediation, profit, cost of capital and

asset value. This was aligned with Senior’s

existing guidance for assessing likelihood of

occurrence and impact.

4. Validation – the scoring results were

presented to the Executive Committee

and the Board in December, who performed

the final validation of the double materiality

matrix. The matrix will provide a framework

for Senior to prioritise its efforts in addressing

sustainability-related risks, impacts

and opportunities.

5. Materiality Matrix – the list of sustainability

topics material to Senior is shown on page 12.

Our double materiality process

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 13

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Environmental progress and commitment

SUSTAINABILITY

ENVIRONMENT

At Senior, we continue to make measurable

progress toward our ambitious environmental

targets. Our strategic investments in more

sustainable manufacturing practices are

driving our transition to carbon neutrality and

fostering a positive impact across our various

stakeholder groups.

We adopt a science-based approach to address

climate change, with our commitment to

achieve Net Zero emissions by 2040 firmly

aligned with the Paris Agreement. This is

underpinned by science-based targets approved

by the Science Based Targets initiative (SBTi),

ensuring our goals are credible and grounded

in climate science.

Our energy management strategy plays

a pivotal role in achieving these greenhouse gas

emissions reductions within our operations,

thereby supporting global efforts to mitigate

climate change.

Our approach to climate transition planning

SENIOR

APPROACH

TO TRANSITION

PLANNING

Decarbonising

Senior

Climate-

related risks &

opportunities

Economy-wide

transition

Economy-wide transition

Our fluid conveyance and

thermal management

technology allows us to

support our customers

with high-value solutions

in the medium and long

term as they transition to

sustainable technologies.

Decarbonising Senior

Senior commits to reach

Net Zero GHG emissions

across the value chain by

2040 from a 2018 base year.

Climate-related risks

& opportunities

Climate change has been

identified as one of the

Group’s principal risks since

2019. In 2024, we conducted

our annual assessment

of climate-related risks in

conjunction with our Double

Materiality Assessment

(DMA). A detailed description

of this process is provided

in this section.

We are

contributing to

the following

UN Sustainable

Development

Goals through

actions outlined

in this chapter:

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202414

STRATEGIC

REPORT

Climate change

Senior energy hierarchy

Reduce energy

Consumption

On-site

renewable Energy

Renewable/low

Carbon energy

Procurement

Transition from

Gas to Renewable

Supplier engagement

In 2024, we were delighted to receive

an A rating from CDP for Climate

Disclosure and Action for the third

consecutive year. With over 24,000

organizations reporting to CDP, we are

honoured to be among the select few

awarded the highest grade. This

recognition further reinforces our

leadership position in climate

disclosure within our peer group.

Addressing the climate challenge

It is imperative that all industries work to reduce

greenhouse gas (GHG) emissions in alignment

with scientific guidance. This requires decisive

and immediate actions to achieve near-term

progress on the path to carbon neutrality by

2050, as outlined in the United Nations

Framework Convention on Climate Change

(Paris Climate Agreement). By working together

and taking meaningful steps now, we can help

mitigate these risks and build a sustainable

future for generations to come.

Progress towards our certified

Science-Based Targets

Scope 1 and 2 Carbon Emissions

Scope 1 emissions encompass greenhouse gas

(GHG) emissions directly generated by our

operations, including those from natural gas

combustion, owned transport, and refrigerant

use. Scope 2 emissions, on the other hand, refer

to indirect GHG emissions resulting from the

energy purchased by our organisation,

predominantly electricity.

As part of our certified science-based targets,

we remain steadfast in our commitment to

reducing these emissions. Our carbon reduction

programme focuses on:

• Enhancing energy efficiency across

our operations.

• Increasing on-site renewable

energy generation.

• Sourcing low-carbon electricity where

available to further minimise our

environmental footprint.

Through these initiatives, we are driving

meaningful progress toward achieving our

climate goals while supporting the global

transition to a sustainable, low-carbon future.

In 2024, our businesses remained focused

on improving energy management and

monitoring, expanding on-site solar generation,

and upgrading plant and equipment with

energy-efficient alternatives. These efforts

yielded measurable outcomes:

• Total energy usage decreased by1%.

• On-site solar generation was extended,

with the facility in the Czech Republic,

installed in 2023 achieving full operational

output. Existing solar photovoltaics (PV)

installations in Thailand, Malaysia,

and India continued to contribute to our

renewable energy mix.

These achievements reflect our ongoing

commitment to reducing our environmental

footprint and advancing toward our certified

science-based targets.

Progress on Near-Term

Science-Based Targets

We remain ahead of our 2025 Near-Term

Science-Based Target, demonstrating our

commitment to meaningful and measurable

climate action:

• Achieved a 5.6 %reduction in total Scope 1

and 2 emissions (market-based) in 2024

compared to 2023.

• Achieved a 33.4% reduction in Scope 1

and 2 emissions against our 2018 baseline.

• Increased the sourcing of renewable

electricity to 52% in 2024, up from 48%

in 2023.

These accomplishments reflect our dedication

to operational efficiency, renewable energy

sourcing, and maintaining a trajectory toward

carbon neutrality by 2040.

Scope 3 emissions and supply

chain engagement

Scope 3 emissions arise from activities

beyond Senior’s direct ownership or control,

encompassing carbon emissions indirectly

influenced by our value chain. These emissions

extend beyond Scope 1 and 2, making them

a critical area for addressing our overall

carbon footprint.

To effectively reduce Scope 3 emissions, we

recognize the importance of robust engagement

with our supply chain, as purchased goods and

capital goods represent the largest contributors

to our Scope 3 profile. Since 2021, we have

partnered with CDP to work collaboratively with

our suppliers, adopting best practices to drive

progress toward our Scope 3 (supplier

engagement) Science-Based Target (SBTi).

This partnership exemplifies our commitment to

fostering sustainable practices across our value

chain and achieving impactful climate action.

Recognition for CDP Supplier

Engagement Programme efforts

In 2023, we received an “A” rating for our

efforts in the CDP Supplier Engagement

Programme. This prestigious recognition is

awarded only to the most committed

companies actively working to reduce

greenhouse gas emissions across their supply

chains. It underscores our dedication to driving

meaningful climate action in collaboration with

our suppliers.

We eagerly await the announcement of our

2024 score, reflecting our continued

commitment to sustainability leadership.

As part of CDP’s supply chain engagement

programme, we identified and engaged with

over 300 of our key suppliers in 2024. In

addition, we initiated an analysis of carbon

reduction commitments among suppliers not

yet participating in the CDP process.

To support those yet to embark on this journey,

we have developed a simple carbon target tool

aligned with the principles of Science-Based

Targets. This tool provides practical guidance

to help suppliers establish and implement their

carbon reduction goals.

When evaluating Purchased Goods and

Services, we include approximately 320 of

our suppliers. This approach aligns with our

Science-Based Target, which requires that

82% of our suppliers, by spend, establish

a Science-Based Target.

Ninety-one of our key suppliers have declared

they have set carbon reduction targets. This has

been helped by support through the CDP supplier

programme, and the Senior sustainability team.

The data we receive from our suppliers is useful

to us when we calculate our Scope 3 Purchased

Goods carbon emissions, we are able to use this

data to increase accuracy for this calculation.

Our latest Scope 3 emission data can be found on

senior_plc_esg_disclosure_march_2024.pdf, please

see www.seniorplc.com/sustainability

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 15

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Scope 1 and 2 market-based emissions

10000

20000

30000

40000

50000

60000

2018 2019 2023 20242021 20222020

Target Total tonnes CO

Scope 1 & 2 Market Based Emissions

56,99257, 418

46,747

46,540

44,878

38,238

40,491

Carbon emissions

(measured as tonnes ofCO

Scope 1

Scope 2

Electricity +

District Heating

(market-based) Total

2018 10,414 47,0 0 4 57,418

2019 10,378 46,614 56,992

2020 8,731 38,016 46,747

2021 8,445 38,095 46,540

2022 8,629 36,249 44,878

2023 9,701 30,790 40,491

2024 7,945 30,293 38,238

Note: The Scope 1 and 2 emissions location

based andmarket-based (FY22) are independently

verified in accordance with the International

Standard on Assurance Engagements ISAE3410

(limited assurance).

Carbon Emissions 2024

In Compliance with Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 –

Streamlined Energy and Carbon Reporting (“SECR”)

1 Jan 2024 to 31 Dec 2024 1 Jan 2023 to 31 Dec 2023

UK and

Offshore

Global

excluding UK

and Offshore Total

UK and

Offshore

Global

excluding UK

and Offshore Total

Scope 1: Combustion of fuel and operation of facilities 1,140 6,805 7,945 1,122 8,579 9,701

Scope 2: (location based) Electricity, heat and steam

purchased for own use 2,381 42,975 45,356 2,264 39,473 41,737

Scope 2: (market based) Electricity + District Heating 0 30,293 30,293 0 30,790 30,790

Total gross Scope 1 and 2 (location based)

emissions/tCO

e 3,521 49,780 53,301 3,387 48,051 51,438

Energy consumed in MWh to calculate above emissions 16,872 129,121 145,993 16,309 130,610 146,919

Scope 3: Business travel, waste, water 283 2,382 2,665 238 2,226 2,464

Total Gross emissions/tCO

e (Scope 1, Scope 2 location

based, Scope 3 ; Business travel, waste, water) 3,804 52,162 55,966 3,625 50,278 53,902

Intensity measure tonnes CO

emitted per £m of revenue 23 63 57 21 64 56

Water usage (in megalitres) 25 215 240 32 228 260

Percentage of waste recycled or recovered

100% 91% 91% 100% 94.5% 95.1%

33.4%

reduction in total Scope 1 and 2 emissions

from our 2018 baseline

We have achieved our 2025 Near Term

Science Based Target this year: 30%

reduction of Scope 1 and 2 emissions

with a 2018 base year.

SUSTAINABILITY ENVIRONMENT

Methodology

The Group’s approach to calculating and reporting

our GHG emissions follows the GHG Protocol

on how to measure and monitor GHG emissions.

Three data sources are used to calculate

GHG emissions:

1. UK Government GHG Conversion factors for

company reporting (Defra full set for advanced

users 2024).

2. US EPA (eGRID) Emission factors for greenhouse

gas inventories for US electricity generation

(2024Version).

3. IEA (International Energy Agency) Emission

factors year 2024 Edition. Reporting has

incorporated Scope 2 greenhouse gas emissions

(associated with electricity consumption)

calculated using both the location and market-

based methods. Data for the market-based,

utility emission rates has been collated during

the period December 2024 – January 2025,

as best available information to represent the

emissions during the year. It should be noted

that these vary and are periodically updated,

so are representative of our best endeavour to

determine market-based emissions at the

time of collating data for this report.

Each Senior business reports its environmental

performance monthly using the Group’s financial

reporting process.

The Scope 1 and 2 emissions location-based

and market-based (FY24) are independently

assured in accordance with the International

Standard on Assurance Engagements ISAE 3410

(limited assurance).

In calculating GHG emissions, the Group has

used the control approach and more specifically the

financial control approach under which a company

accounts for 100% of the GHG emissions from

operations over which it has control. This covers

all wholly owned operations and subsidiaries of

the Group for financial reporting purposes.

Limited Scope 3 emissions are reported in the table

above, they are not externally verified at the time of

publication of this Annual Report and Accounts.

A full disclosure of the 2024 Scope 3 emissions,

externally verified, will be made publicly available

within our CDP Climate Change Disclosure, publically

available later in 2025.

Total waste includes the reported production

and non-production-related hazardous and

non-hazardous solid, sludge and liquid materials

(including wastewater since 2019) that is sent off

site for disposal, treatment, reprocessing, recycling

or reuse by others. Waste materials do not include

by-products or scrap from a Senior business

process which are re-used in a production process.

Similarly, waste that arises from construction and

other maintenance/remediation work performed by

third-party contractors are not included in the scope

of reporting where the contractor is responsible for

the disposal of the waste. Defra conversion factors

are used worldwide for waste data as means to

determine a reasonable carbon conversion factor.

Water volumes are obtained from meter

readings and from supplier invoices. All water

consumption is converted to megalitres, carbon is

derived using recognised and appropriate Defra

carbon conversion factors.

For vehicle and air mileage, Senior uses the most

applicable Defra conversion factors to calculate

the carbon based on distance travelled.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202416

STRATEGIC

REPORT

Energy efficiency actions

In the reporting year, we have continued to

implement energy efficiency projects across our

global operations. In total, Senior’s

environmental improvements in 2024 have the

potential to reduce annual GHG emissions by

1,360 tonnes of CO

These improvements include enhancing energy

efficiency in buildings through insulation

upgrades, heating, ventilation, and air

conditioning (HVAC) improvements, as well as

further installations of LED lighting.

We remain focused on improving energy

efficiency in production processes, including

machine and equipment upgrades, compressed

air system optimisation, and heat recovery

initiatives. Eleven Senior operating businesses

have implemented advanced energy monitoring

software, providing granular insights into

consumption trends across gas, electricity, and

water usage. These systems enable plants to

analyse energy consumption by service

category, benchmark against baselines, and

assess cost impacts via interactive dashboards.

They also help detect anomalies, facilitating

prompt investigations and corrective actions.

All of Senior’s UK operating businesses and our

Group Head Office are now powered by 100%

renewable electricity. Additionally, Flexonics

Kassel Germany and Aerospace Metal Bellows

Boston USA have secured 100% renewable

electricity contracts, collectively avoiding 4,000

tonnes of GHG emissions annually.

In the US, our SF Bartlett site continues to

purchase renewable energy at a 50% renewable

tariff, with other Senior sites making steady

progress toward securing similar contracts. Our

commitment to solar power also continues to

grow, with Flexonics Olomouc solar installation

achieving full operational status in 2024, capable

of reducing GHG emissions by 40 tonnes

annually. With this addition, the total number of

our sites equipped with on-site solar

photovoltaic (PV) systems now stands at four.

Waste

In 2024, we conducted a comprehensive review

of waste streams across all our global

operations. This effort enabled us to enhance

data collection, providing a more detailed

delineation of our waste categories.

Our waste recycling rate experienced a slight

decline, decreasing from 95.1% in 2023 to

91.1% in 2024. This was largely influenced by

a reduction in production activity in our Pacific

North West businesses due to customer strike

in the second half of 2024 and increased landfill

use , which will be a focus in 2025. Eleven of

our operational sites achieved zero waste to

landfill in 2024.

Looking ahead to 2025, we are placing an even

stronger emphasis on waste reduction and

recycling, with a particular focus on improving

recycling rates in regions where local

infrastructure supports it.

For information on hazardous waste, please see:

www.seniorplc.com/sustainability

Water

At Senior, our objective is to minimise the

environmental impact of our production

processes by optimising water usage,

particularly in regions facing significant water

scarcity. Aware of the growing strain on global

freshwater reserves, we are committed to

identifying areas of high water risk and

implementing strategies to reduce freshwater

consumption in these regions.

We utilise tools such as the World Wide Fund

for Nature (WWF) Water Risk Filter to pinpoint

businesses located in water-scarce regions,

enabling us to target our efforts where they are

needed most.

In 2024, our proactive measures proved

effective, resulting in a reduction of our overall

water consumption to 240 megalitres, down

from 260 megalitres in 2023.

For information on water, please see

www.seniorplc.com/sustainability

Certification

All Senior legacy businesses hold ISO 14001

accreditation, reflecting our commitment to

robust environmental management practices.

In 2024, our recent acquisition, Spencer

Aerospace, began its journey toward

achieving this accreditation, with a target

to secure it in 2025.

At Senior, the Environmental Management

System (EMS) under ISO 14001 is more than

a framework it is a collaborative effort that

unites our teams in pursuit of shared

environmental goals. By fostering a culture

of transparency and celebrating achievements,

we inspire and engage our staff, cultivating

a cohesive and motivated workforce dedicated

to environmental stewardship.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 17

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

SUSTAINABILITY ENVIRONMENT

AEROSPACE

Observation

The latest generation aero-engine

technology can deliver up to 15%

fuel-efficiency improvements.

Advanced Air Mobility

(AAM) operators plan to start

operations from 2025, but

widespread acceptance is

unlikely before 2030.

Our response

We have, and continue to win,

significant content on systems

critical to fuel efficiency on

current best-in-class engines.

We are working with multiple

AAM providers on prototype

solutions for thermal

management solutions.

Observation

Policies to mandate (EU &

Singapore) and encourage (US)

the increased use of SAF are

being introduced.

Hybrid-electric propulsion

systems for aircraft are

being developed to support

decarbonisation within the

aviation sector.

Our response

Our current fluid conveyance

solutions are fully compatible

with SAFs.

We are collaborating with

multiple customers on various

components and systems for

more-electric aircraft, whether

with conventional or zero-

emission propulsion systems.

Observation

Alternative-powered aircraft will

increase demand for battery

thermal management, fuel cell

and cryogenic expertise.

Airbus’ ZEROe H2 aircraft is

planned for EIS in 2035.

Our response

Our Aerospace and Flexonics

divisions are working together

to develop various demonstrator

hydrogen powertrain components

for OEM customers.

LAND VEHICLE

Observation

The California Air Resources

Board requires 67.5% NOx

reductions by 2027. EURO VII

standards (15% reduction in

emissions) to be introduced

in 2025.

Semiconductor content in cars is

increasing, especially in EVs. The

US passed the CHIPS Act to

secure supply, EU and India are

implementing similar plans.

Our response

Our emissions controls products

help vehicle manufacturers

meet increasingly stringent

regulations, such as our radial-fin

EGR cooler for EURO-VII

compliant diesel engines.

We are a key supplier to

semiconductor equipment

manufacturers.

Observation

The US EPA will tighten emissions

rules countrywide from 2027.

Major car markets are

implementing a COP26

agreement to ban new fossil

fuel cars by 2035.

Our response

We have patented solutions for

electric vehicle (EV) inverter heat

sinks (power electronics cooling),

as well as battery thermal

management systems.

We are developing fuel (H2)

and exhaust water ducting

solutions for hydrogen fuel- cell

truck applications.

Observation

38 countries have committed to

100% zero-emission new truck

and bus sales by 2040.

Our response

We are developing very

high-pressure hoses capable

of 1000 bar (40% higher than

current capacity) for high speed

H2 refuelling.

We are in series production of

battery coolers and have won

multiple contracts for fluid

conveyance applications on BEVs.

POWER & ENERGY

Observation

Nuclear power is increasingly

seen as vital for a low-carbon

future. The European Parliament

voted to classify nuclear power as

a green investment.

Companies requiring reliable

base-load electricity for data

centres are signing agreements

for the supply of electricity with

utility companies that have nuclear

generating capacity and with

developers of Small Modular

Reactors (SMRs)

World leaders agreed to transition

away from fossil fuels at COP28.

Our response

We are providing engineering

design and bid support for

expansion joints to OEMs

of SMRs.

Our flue gas diversion products

are mitigating the climate impact

of conventional energy.

Observation

The EU’s target for renewables

within its energy mix is at least

42.5% by 2030.

The US is targeting a 50 – 52%

reduction in GHG emissions

below 2005 levels by 2030.

Our response

Energy storage applications will

grow in importance as renewable

energy sources grow to be the

dominant mode of generation.

Senior is already working with

energy storage companies to

develop thermal management

solutions for this sector.

Carbon capture is another area

where we are working with

OEMs to develop solutions.

Observation

The IEA forecasts that under its

Stated Policies Scenario the share

of electricity in final energy

consumption will increase from

20% in 2023 to 26% by 2035

driven by the electrification of

end-uses, most notably electric

vehicles and data centres.

Ensuring stable power supply for

critical infrastructure such as data

centres will be important.

Our response

Senior continues to work with its

customers to provide thermal

management solutions for EVs,

while we have extensive

experience in land-based solid

oxide fuel cell (“SOFC”)

components used in backup

power units for data centres.

20302020

Our success is built on developing long-term

partnerships with our customers, which enable

us to help them meet today’s challenges

and deliver solutions for future low-carbon

requirements. An example of this is our work

to provide customers with more energy efficient

solutions on existing internal combustion

technologies while simultaneously helping

these same customers bring to market efficient

and viable electric and hydrogen power trains.

We have continued to reduce our carbon

emissions (market-based Scope 2) by using

more renewable energy and by employing more

sustainable production methods and utilising

more sustainable materials wherever possible.

Reducing waste and the consumption of

electricity and water during the manufacturing

of the products remains a key focus. In 2024,

we achieved a waste recycling rate of 91.1%.

With operations in 12 countries, we are also able

to be geographically close to major customers

which helps to minimise the carbon footprint

of our products.

Delivering sustainable solutions

As the world transitions to a low-carbon

economy, Senior continues to work with our

customers to develop efficient and effective

products that are more sustainable and have

a lower environmental impact during the

manufacturing process and while in use.

OUR TECHNOLOGY AND PRODUCT DEVELOPMENT

ON THE PATH TO NET ZERO

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202418

STRATEGIC

REPORT

2040 2050

AEROSPACE

Observation

The latest generation aero-engine

technology can deliver up to 15%

fuel-efficiency improvements.

Advanced Air Mobility

(AAM) operators plan to start

operations from 2025, but

widespread acceptance is

unlikely before 2030.

Our response

We have, and continue to win,

significant content on systems

critical to fuel efficiency on

current best-in-class engines.

We are working with multiple

AAM providers on prototype

solutions for thermal

management solutions.

Observation

Policies to mandate (EU &

Singapore) and encourage (US)

the increased use of SAF are

being introduced.

Hybrid-electric propulsion

systems for aircraft are

being developed to support

decarbonisation within the

aviation sector.

Our response

Our current fluid conveyance

solutions are fully compatible

with SAFs.

We are collaborating with

multiple customers on various

components and systems for

more-electric aircraft, whether

with conventional or zero-

emission propulsion systems.

Observation

Alternative-powered aircraft will

increase demand for battery

thermal management, fuel cell

and cryogenic expertise.

Airbus’ ZEROe H2 aircraft is

planned for EIS in 2035.

Our response

Our Aerospace and Flexonics

divisions are working together

to develop various demonstrator

hydrogen powertrain components

for OEM customers.

LAND VEHICLE

Observation

The California Air Resources

Board requires 67.5% NOx

reductions by 2027. EURO VII

standards (15% reduction in

emissions) to be introduced

in 2025.

Semiconductor content in cars is

increasing, especially in EVs. The

US passed the CHIPS Act to

secure supply, EU and India are

implementing similar plans.

Our response

Our emissions controls products

help vehicle manufacturers

meet increasingly stringent

regulations, such as our radial-fin

EGR cooler for EURO-VII

compliant diesel engines.

We are a key supplier to

semiconductor equipment

manufacturers.

Observation

The US EPA will tighten emissions

rules countrywide from 2027.

Major car markets are

implementing a COP26

agreement to ban new fossil

fuel cars by 2035.

Our response

We have patented solutions for

electric vehicle (EV) inverter heat

sinks (power electronics cooling),

as well as battery thermal

management systems.

We are developing fuel (H2)

and exhaust water ducting

solutions for hydrogen fuel- cell

truck applications.

Observation

38 countries have committed to

100% zero-emission new truck

and bus sales by 2040.

Our response

We are developing very

high-pressure hoses capable

of 1000 bar (40% higher than

current capacity) for high speed

H2 refuelling.

We are in series production of

battery coolers and have won

multiple contracts for fluid

conveyance applications on BEVs.

POWER & ENERGY

Observation

Nuclear power is increasingly

seen as vital for a low-carbon

future. The European Parliament

voted to classify nuclear power as

a green investment.

Companies requiring reliable

base-load electricity for data

centres are signing agreements

for the supply of electricity with

utility companies that have nuclear

generating capacity and with

developers of Small Modular

Reactors (SMRs)

World leaders agreed to transition

away from fossil fuels at COP28.

Our response

We are providing engineering

design and bid support for

expansion joints to OEMs

of SMRs.

Our flue gas diversion products

are mitigating the climate impact

of conventional energy.

Observation

The EU’s target for renewables

within its energy mix is at least

42.5% by 2030.

The US is targeting a 50 – 52%

reduction in GHG emissions

below 2005 levels by 2030.

Our response

Energy storage applications will

grow in importance as renewable

energy sources grow to be the

dominant mode of generation.

Senior is already working with

energy storage companies to

develop thermal management

solutions for this sector.

Carbon capture is another area

where we are working with

OEMs to develop solutions.

Observation

The IEA forecasts that under its

Stated Policies Scenario the share

of electricity in final energy

consumption will increase from

20% in 2023 to 26% by 2035

driven by the electrification of

end-uses, most notably electric

vehicles and data centres.

Ensuring stable power supply for

critical infrastructure such as data

centres will be important.

Our response

Senior continues to work with its

customers to provide thermal

management solutions for EVs,

while we have extensive

experience in land-based solid

oxide fuel cell (“SOFC”)

components used in backup

power units for data centres.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 19

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Net Zero

SUSTAINABILITY

TASK FORCE ON CLIMATE-RELATED

FINANCIALDISCLOSURES (“TCFD”)

TCFD compliance statement – Senior’s climate-related disclosures for the year ending

31 December 2024 are consistent with the TCFD recommendations and recommended

disclosures (set out in Section C of the 2021 TCFD Annex “Guidance for All Sectors”),

and comply with the requirements of the Listing Rule 6.6.6R(8).

Governance

Oversight of climate-related risks

and opportunities

The Board of Directors oversees climate-related

matters within the Company with David Squires,

the Group Chief Executive Officer, having

ultimate responsibility for climate-related risks

and opportunities. David Squires is supported in

this by Mark Roden, the Group Director of HSE

& Sustainability, who is responsible for the

Company’s sustainability and climate-related

disclosure and actions.

Assessing and managing climate-related

risks and opportunities

Senior’s Executive Committee is responsible for

assessing and managing climate-related risks

and opportunities.

Key activities in 2024

Oversight

• The Group Chief Executive Officer’s

report to the Board – presented at every

scheduled Board meeting in 2024, the report

covered the Group’s progress on non-financial

sustainability metrics, such as waste

recycling, water usage and reduction of

carbon emissions; as well as Senior’s

achievements in its sustainability initiatives,

such as “A” rating in “Climate Change 2023”

disclosures by CDP, and receiving a Low

Carbon Innovation Award at “Safran IP

Challenge 2024”.

• Presentations to the Board by the Group

Director of HSE & Sustainability – having

attended two Board meetings in 2024, Mark

Roden presented the Group’s Scope 1 and 2

market-based emissions tracker, updated on

the transition of the Group’s operating

businesses to renewable or low-carbon

electricity contracts, and progress made on

Senior’s Supplier Engagement programme in

respect of Scope 3 emissions. As part of the

programme, Senior updated its Sustainable

Sourcing Policy defining expectations for its

suppliers to set and make progress towards

their own science-based targets and

environmental preservation goals.

• Double Materiality Assessment (DMA) –

the Board reviewed the findings of the DMA,

presented in the materiality matrix on page

12. Climate-related impacts, risks and

opportunities will shape the Company’s

strategic sustainability direction.

• Audit Committee – during 2024, the Audit

Committee reviewed the Company’s TCFD

disclosures included in the Company’s 2023

Annual Report & Accounts, and the external

assurance over GHG emissions and waste

recycling rate.

• Remuneration Committee – reviewed

progress of the 2024 bonus potential

determined by a target related to absolute

reductions in Scope 1 and 2 emissions and

discussed potential targets for the 2025

annual bonus plan.

• Strategy – as part of the annual Board

Strategy meeting, consideration was given,

among other matters, to the implications of

IATA’s commitment to reach Net Zero carbon

emissions by 2050 on the Group’s Aerospace

Division, including the role of electrification

and hydrogen in sustainable aviation. The

Board also considered regulatory

developments affecting its Flexonics Division,

the progress of transition to electric vehicles

across the world, and the role of nuclear

power as an important contributor to

achieving Net Zero.

Management

• Climate-related data – the Group Director of

HSE & Sustainability oversees collection and

monitoring of the Company’s data related to

Scope 1, 2 and 3 emissions, waste recycling

Senior’s climate-related governance framework

Group Chief Executive Officer

Ultimate responsibility for management of

climate-related risks and opportunities

HSE Committee

Monitoring progress

onGHGemissions

Executive Committee

Leading the Group’s efforts

onclimatechange

Board of Directors

Oversight of climate-related matters

and water consumption. Responsibility for

carbon emission management and the

development of the Energy Efficiency

programme also resides with this position.

• Divisional responsibility over climate-

related matters – Chief Executives of the

Aerospace and the Flexonics Divisions have

direct responsibility for ensuring that their

Divisions meet the Group’s carbon reduction

targets and supplier engagement

responsibilities. They monitor customer

demands, and are best placed to ensure that

these requirements are reflected in future

programmes as customers transition to

low-carbon products.

• Health, Safety and Environment (HSE)

Committee – the HSE Committee, chaired

by the Group Chief Executive Officer,

monitors the Group’s progress on its

environmental targets, including Scope 1, 2

and 3 emissions.

• Double Materiality Assessment (DMA) –

the Executive Committee approved

conducting the DMA, with some members

of the Committee participating in the

internal stakeholder engagement process.

Having reviewed the results of the DMA,

the Committee agreed material sustainability

(including climate-related) issues most

critical to the Group based on financial

and impact materiality.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202420

STRATEGIC

REPORT

Strategy

Climate-related risks and opportunities

identified over the short, medium and

long term

In 2024, we assessed climate-related risks,

impacts and opportunities at a Group-level

using the double materiality approach

described on page 12.

The approach, aligned to the Corporate

Sustainability Reporting Directive (CSRD),

ensures a more robust risk management

process – it considers how climate change

affects Senior (financial materiality), as

well as the impact that Senior’s activities

and operations have on the environment

(impact materiality).

The risks, impacts and opportunities, shown

in the table below, are relevant to all of the

Group’s market sectors.

In line with the CSRD reporting framework,

we adopted the following time horizons:

Rating Range

Short-term 1 year

Medium-term 1–5 years

Long-term >5 years

Strategy

Climate change mitigation

Decarbonisation of own operations and the supply chain. This includes the purchase and/ or generation of renewable energy, the

achievement of Senior’s science-based targets, effective long-term planning for climate transition and managing costs associated

with decarbonisation.

Impact, risk or

opportunity Description Value chain

Time

horizon

Negative Impact Negative impact on climate due to greenhouse gas (GHG) emissions arising from

Senior's own operations, the supply chain and through product use.

Across the value chain

M L

Positive Impact Senior's commitment to reach Net Zero GHG across the supply chain by 2040 will limit

the Group’s negative impact on climate. The Group is on track to achieve its Near-Term

SBTi-approved Scope 1, 2 and 3 targets by the end of 2025.

Across the value chain

Financial Risk Customers’ shift to low-emission products and activism and protests against aviation,

land vehicles and oil and gas may reduce demand for some of Senior’s products. Similarly,

activism and protests against aviation, land vehicles and oil and gas might become a threat

to the reputation of Senior. This is mitigated by the fact that Senior’s products help reduce

emissions for both conventional applications and clean energy applications.

Across the value chain

M L

Financial

Opportunity

Changing customer/consumer behaviour or preferences may increase demand for Senior’s

products which support the transition to a low-carbon economy.

Across the value chain

M L

Sustainable product design and lifecycle management

The incorporation of sustainable attributes into the product design phase with specific considerations for the product/service lifecycle.

This includes changes to reduce the carbon impacts of products and services.

Impact, risk or

opportunity Description Value chain

Time

horizon

Positive Impact The expansion of low-emission products will support customers, who operate in the

hardest-to-decarbonise sectors, to transition to low-carbon and clean energy solutions,

reducing their negative impacts on climate.

Across the value chain

M L

Responsible material sourcing and efficiency

The processes to ensure sustainable and traceable sourcing of raw materials, and the resilience of materials supply chains to impacts

of climate change.

Impact, risk or

opportunity Description Value chain

Time

horizon

Negative Impact The sourcing of finite materials (e.g. metals) may result in negative environmental impacts,

particularly in countries with poorer environmental controls. This is mitigated by Senior’s

Sustainable Sourcing Policy.

Value chain (upstream)

S M L

Innovation – R&D and product innovation

The R&D, investment and innovation of more sustainable products, services and solutions.

Impact, risk or

opportunity Description Value chain

Time

horizon

Positive Impact A switch to low-emission technology will reduce the amount of GHGs emitted into the

atmosphere across the whole value chain, reducing negative impacts on climate.

Across the value chain

M L

The WWF Water Risk Filter analysis conducted in

2022 indicated that nine of our operating businesses

were in areas of potential water scarcity. These are

our businesses in India, South Africa and California

(Senior Aerospace SSP, Senior Aerospace Jet

Products, Senior Aerospace Ketema, Senior

Aerospace Steico Industries and Senior Aerospace

Spencer), as well as our Flexonics and Aerospace

businesses in Mexico. To date, Senior has not been

subject to conditions where water scarcity led to

interruptions in operations, although we are aware that

severe localised water shortages can lead to potential

operational interruption and interrupted supply of

products to our customers. We continue our focus

on opportunities to reduce overall water consumption

in each of these businesses.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 21

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Impact of climate-related risks and opportunities on the organisation’s businesses,

strategy and financial planning

Products and services

Regulation and growing awareness of climate change are influencing

customer preferences and increasing demand for energy efficient

transportation, such as hybrid, fully electric and hydrogen powered

vehicles. Senior is actively involved in this sector, offering innovative

thermal management solutions for large battery packs to Land Vehicle

markets (for public transport vehicles, commercial vehicles and some

passenger vehicles). The Aerospace market is equally focused on

energy efficiency, and Senior is working directly with several OEMs in

areas such as the handling of sustainable fuel and the safety-critical

conveyance of hydrogen within an aircraft. The Company has an

opportunity to lead in this technology, leveraging its expertise in

designing products with class-leading technical performance, which

has the potential to increase sales in this growing market sector.

Examples of this include battery cooling, electronics cooling, electric

vehicle fluid handling and flex for vehicle range extenders, fluid

conveyance hoses and tubes for hydrogen fuel cells.

Our engineering experts are working on exhaust gas recirculation

(“EGR”) systems with customers, addressing requirements that are

driven by performance (lower carbon emissions) and the evolving

legislation. Legislation drives lower NOx allowances for heavy-duty

diesel engines. We recognise that internal combustion engines will

be in operation for some time to come, that we need to keep on

improving their energy efficiency, and that this will also contribute

to improving transportation efficiency, alongside the roll-out of

electric vehicles.

We continue to explore the use of specialised additive manufacturing

equipment in some of our Aerospace businesses with a dual

purpose: to develop and manufacture lighter metallic components,

thereby reducing weight and, ultimately, saving fuel and reducing

carbon emissions during flight. At the same time, lighter components

will reduce waste in the production process, thereby decreasing the

amount of material required (reducing our Scope 3 emissions) and

the associated material cost.

Read more on pages 18 to 19 and 36 to 39

Operations and supply chain

Climate change considerations are essential to energy efficiency and

cost reduction strategies across Senior’s operating businesses.

Transitioning to renewable energy sources and, subsequently

reducing Scope 1 and 2 emissions, has been an integral part of the

Group’s sustainability efforts for several years. Further information

can be found on pages 15 to 17. We continued focusing on energy-

efficient initiatives, such as improving building insulation, upgrading

energy efficient lighting, installation of heat recovery systems and

upgrading HVAC systems.

In 2024, we continued our collaboration with suppliers through the

Carbon Disclosure Project (CDP), encouraging them to disclose their

environmental data. Ninety-one of our key suppliers have declared

they have set carbon reduction targets. In addition, Senior updated

its Sustainable Sourcing Policy defining expectations for its suppliers

to set and make progress towards their own science-based targets

and environmental preservation goals.

Each site within the Group has a scenario-based Business Continuity

Plan which is tested annually. This ensures that mitigation and

adaptation measures related to the physical risks of climate change

are addressed effectively. Further information on how we manage

the risk of climate change can be found on page 55.

Read more on pages 15 to 17

SUSTAINABILITY

TASK FORCE ON CLIMATE-RELATED

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SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202422

STRATEGIC

REPORT

Impact of climate-related risks and opportunities on the organisation’s businesses,

strategy and financial planning continued

Investment in research and development

Climate change is a fundamental element of the Group’s business

strategy. Senior’s products and services help our customers reduce

carbon emissions in Aerospace, from industrial process plants and

from land vehicles. When we consider R&D spend and expansion,

we assess sustainability of our products in terms of supporting

our customers’ aims to reduce energy consumption and carbon.

For example, the development of new thermal management

technology (e.g. components for fuel cells, advanced heat

exchanger solutions, using laser welding for battery cooling plates)

presents an opportunity for Senior to become a leader in the

specialised applications of off-road vehicles, large trucks and

aerospace, where reduced weight and optimum working

temperature are critically important.

Access to capital

Sustainability remains an important factor for our investors and

lenders when allocating capital. Senior’s focus on sustainability

leadership in its own operations and that of its suppliers, as well as

supporting customers in their transition journey to Net Zero, will help

Senior’s financing needs in the future whether raising debt or equity.

The Group’s main syndicated Revolving Credit Facility of £115m is a

sustainability-linked loan with Key Performance Indicators on carbon

emission reduction and waste recycling rates.

Acquisitions or divestments

Portfolio optimisation is a central pillar of our strategy. Whenever we

analyse companies as potential acquisition targets, we carry out an

assessment of that company’s ESG credentials, including how its

products will enhance the sustainability of our own portfolio, whether

that company is committed to decarbonisation and has stated Net

Zero targets, and how much that company is investing in improving

the local communities in which it operates. Should we reach the

stage of conducting due diligence on an acquisition target, we will

conduct a full ESG analysis, potentially with external professional

support. In terms of strategic fit, we will also assess the future

markets of the company’s products to ensure alignment with our

own ambition of supporting decarbonisation in difficult markets,

like Aerospace, Land Vehicle and Oil & Gas.

Financial planning process

The Group’s operating businesses have maintained their focus on

internal efficiencies, particularly associated with Scope 1 and 2

emissions and made significant improvements as part of Senior’s

energy sustainability priorities, as described on page 15.

The Group monitors carefully the impact on demand for its products

related to the transition to a low-carbon economy. For example,

although some of Senior’s operating businesses are seeing a

reduced demand as a result of the decreasing market trend for diesel

passenger vehicles in Europe, the overall effect in the Group is not

significant as other product lines are filling demand. We are tailoring

our financial planning to reflect these market changes. At the same

time, the Group considers opportunities in new technologies that

may require investment.

We consider climate change when assessing liabilities in the Group’s

operating businesses. The need to insure fixed assets and the

adoption of safety measures to protect staff in areas subject to

severe weather are current examples.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 23

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STATEMENTS

ADDITIONAL

INFORMATION

Resilience statement

Having established our Long-Term Net Zero

Targets, aligned to 1.5ºC for all Scopes,

we are taking proactive steps to ensure Senior’s

operations remain resilient to the effects of

transitional risks associated with scenarios

1 and 2. As part of our Energy Hierarchy, we

shall continue prioritising energy efficiency

initiatives and the use of renewable energy.

We actively engage with our suppliers, requiring

them to set and make progress towards their

own science-based targets and environmental

preservation goals, and to integrate sustainable

practices into their operations. This will help

create a stronger and more resilient supply chain

that is aligned to Senior’s sustainability goals.

The Group’s focus on innovation and strong

relationships with customers means we are well

positioned to maximise opportunities offered

by smooth and disruptive transition scenarios.

We are proactively assessing the way climate

change affects market demand for our products

as part of our annual strategic meetings.

The physical impacts of climate change

associated with scenario 3 could be significant.

The Group’s business continuity plans play an

important role in maintaining resilience against

the potential physical impacts of climate change.

By identifying potential vulnerabilities and

implementing adaptive measures, the operating

businesses will be well placed to maintain their

functions, minimise operational disruptions and

ensure long-term stability.

Scenario 1 (<2ºC) Scenario 2 (<2ºC) Scenario 3 (>3ºC)

Early policy action:

smooth transition

Late policy action:

disruptive transition

No policy action:

business as usual

• Decisive carbon action to reduce global

emissions starts in 2021.

• Carbon taxes and other policies intensify

gradually over the scenario horizon.

• Global warming is limited to 1.8ºC by

2050 compared to pre-industrial levels.

• Limited physical risks.

• Delay in implementing the policy required

to reduce global emissions by 10 years.

• Starting in 2031, significant and rapid

policy action causing drastic bending of

emissions trajectory globally.

• Global warming is limited to 1.8ºC by

2050 compared to pre-industrial levels.

• Limited physical risks.

• Governments fail to introduce further

policies to address climate change

beyond those already implemented.

• Increase in global temperatures

reach 3.3ºC by 2050 compared

to pre-industrial levels.

• High physical risks.

Potential impact

Policy changes start to accelerate, and

consumer and investor preferences evolve

rapidly to facilitate decarbonisation.

In the short and medium term, Senior

needs to ensure that its investment

decisions are consistent with its science-

based targets and deliver expected results.

In the long term, it is important to keep

pace with changing market demand for

low-emission products and remain

consistent between Senior’s public

commitments and market expectations.

Potential impact

A sudden increase in the intensity of

climate policy in 2031, following an initial

period which is characterised by insufficient

or ineffective emission reducing policies.

Senior needs to ensure that it takes action

over this time period to avoid disruption in

the long term as mature economies make

rapid strides to cut emissions.

Potential impact

Absence of transition policies result in

a growing concentration of greenhouse

gas emissions in the atmosphere.

Increased exposure to heatwaves, tropical

cyclones and droughts may increasingly

provide challenge for some of Senior’s sites

and supply chains.

With less policy action and investment

driving forward technology development,

the costs of transitioning to the new

technologies may be higher, the likelihood

of successful implementation and the

relative rewards for the investment may

be lower.

Opportunities

The ability to maximise returns on new

investments in the long term, once

transition has occurred and markets

have stabilised.

Opportunities

Early investment can set the Group up to be

ready for the swift changes to the disrupted

economy after 2030.

Opportunities may materialise over the long

term, due to the late policy action and the

abrupt transition to a low-carbon economy.

Opportunities

The Group’s continued investments and its

ability to diversify business activities can

help Senior be more resilient to changes

in the markets and adapt to the impacts

of climate change.

Resilience of the organisation’s

strategy with reference to three

climate-related scenarios, including

a 2ºC or lower scenario

In 2021, we carried out scenario analysis to

understand the potential impact of climate

change on the Group’s operations. We selected

the three climate scenarios produced by the

Bank of England because:

• they meet TCFD recommendations to assess

business resilience at different climate-related

scenarios, including a 2ºC or lower scenario;

• these scenarios are used by the Bank of

England to explore resilience of the UK

financial system to climate change;

• the scenarios are modelled to a 30-year

timespan, out to 2050 to align to the Paris

Agreement and other Net Zero 2050 targets;

• they consider the macroeconomic impacts

with more granularity and within a more

applicable business context than climate

scenarios based on temperature increases;

and

• multiple high transition scenarios provide

diversity in stress tests.

Further information on the assumptions

and parameters used in the scenarios

can be found on the Company’s website.

SUSTAINABILITY

TASK FORCE ON CLIMATE-RELATED

FINANCIALDISCLOSURES

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202424

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Metrics used to assess climate-related

risks and opportunities

Targets used to manage climate-related

risks and opportunities and performance

against targets

The table below illustrates targets and metrics

we have selected to measure our climate-

related risks and opportunities. We have chosen

these metrics because we consider that they

are relevant to the climate-related risks and

opportunities facing Senior and regulatory and

stakeholder expectations. Our targets, which are

aligned to the Paris Agreement and the UK’s Net

Zero Strategy, demonstrate our commitment to

reduce the GHG emissions of Senior’s

operational activities, as well as addressing

indirect emissions within our value chain. Our

near-term Scope 1, 2 and 3 targets were verified

by SBTi in 2021. In 2023, the SBTi approved our

Long-Term Net Zero climate targets for Scope 1,

2 and 3 emissions. The targets, to be achieved

by 2040, aligned to 1.5ºC for all Scopes.

We continue to develop our high-level plan to

reduce our emissions in line with our 2040 Net

Zero targets against our 2018 base year. In

2024, we have worked to refine our Scope 3

calculation methodology, and in 2025 we will

undertake further work to produce a more

granular transition plan.

In 2024, the Remuneration Committee aligned

remuneration for the executive Directors and

senior management to non-financial

performance metrics and agreed that 10% of

the 2024 bonus potential would be determined

by a target related to absolute reduction in

Scope 1 and 2 emissions over the one-year

performance period. The set target is consistent

with the Group’s SBTi-validated target of a 30%

reduction in these emissions by 2025 (from a

2018 base year).

Climate-related target

Target

year

Base

year Progress in 2024 Metric Link to material climate risk

Reduce absolute Scope 1and 2 GHG emissions

by 30%

2025 2018 33.4% decrease

(2023 – 29.5% decrease)

Tonnes CO

Increased pricing of GHG emissions/

cost of carbon offset

Increased stakeholder concern or negative

stakeholder feedback/stigmatisation of sector

For Scope 3 GHG emissions, 82% of suppliers

by spend to have climate science-based targets

2025 2018 91

(2023 - not determined)

Number of

suppliers with

science-based

targets.

Reduce absolute Scope 1, 2 and 3 emissions by 90%

2040 2018 Reporting to start in 2026

Tonnes CO

Achieve a recycling rateof 95%

2025 91.1%

(2023 – 95.1%)

% of waste

recycled

Increased stakeholder concern or negative

stakeholder feedback/stigmatisation of sector

Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas emissions

The details of our Scope 1, 2 and 3 emissions, in compliance with SECR, can be found on page 16.

Risk management

Metrics and targets

The organisation’s processes for

identifying, assessing and managing

climate-related risks

We identify, assess and manage the Group’s

risks using the risk management process shown

on page 52. The Committee of Sponsoring

Organisations of the Treadway Commission

(“COSO”) enterprise risk management

integrated framework is used as the foundation

of the Group’s risk management process,

tailored to reflect Senior’s culture and Values.

The process includes identification of relevant

risks, risk scoring, development and assignment

of response actions, monitoring the

effectiveness of key mitigating controls and

reporting of the risk and assurance environment

to the Executive Committee, the Audit

Committee and the Board.

In response to the upcoming CSRD reporting

obligations, we revised our annual assessment

of Group-level sustainability risks, impacts and

opportunities (including climate-related) using

the DMA described on page 13. Climate-related

risks, impacts and opportunities were identified

based on landscape review of our internal

documents, industry bodies and regulators,

investor ratings, customers, peers and sector

reports. Further discussions were held with

Senior’s internal and external stakeholders to

gain their perspective on which topics they

considered to be potentially material, resulting in

a high-level, quantifiable short list of topics. Each

short-listed topic arising over the short, medium

and long term was scored based on impact and

financial materiality, as described below:

• Impact materiality – each topic was

assessed according to the ESRS and the

European Financial Reporting Advisory Group

(EFRAG) double materiality guidance against

three parameters to determine its severity:

scale, scope and remediability.

• Financial materiality – the calculation for

financial materiality considered how each

topic might affect the Group financially in

terms of revenues, profit, cost of capital and

asset value. This was aligned to Senior’s

existing risk management process, where

scoring was based on the likelihood of a risk,

as well as the magnitude of the affect in

terms of operating profit and revenue.

For our 2024 DMA, short-listed sustainability

topics were assessed on inherent basis. The

results of the DMA were reviewed by the

Executive Committee and the Board.

In 2023, Senior Flexonics Bartlett was selected

as one of the operating businesses to pilot an

assessment of climate-related risks and

opportunities. The site completed its initial

assessment in 2024, and the results generally

aligned with the Group-level climate-related

risks and opportunities. Feedback gathered from

this pilot assessment will be considered as the

Group develops its operating business-level

climate-related risks and opportunities

assessment programme for the future.

Mitigating action plans, including a detailed

description of the response action, assigned

to the members of the Executive Committee

and other senior members of staff, are

developed for all material climate-related risks.

Action plan progress is tracked to ensure timely

implementation. The overall effectiveness of the

risk control environment is closely monitored

through assurance and audit activities to assess

if critical risks are being mitigated within the

Group’s risk tolerance.

Integration of processes for identifying,

assessing, and managing climate-related

risks into the organisation’s overall risk

management framework

Climate-related risks and impacts form part of

the Group’s risk register and will be subject to

an annual review by the Executive Committee

and the Board.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 25

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STATEMENTS

ADDITIONAL

INFORMATION

Safety at Senior

At Senior, we foster a global safety culture that

begins with senior leadership and permeates all

levels of our global operations.

This year, through sustained effort, we

achieved a reduction of over 40% in our

Lost Time Injury and Illness Rate, building

on an already strong performance.

Our safety initiatives are driven by internal risk

management Standards and critical

controls, which include:

• 22 specific prevention and risk

management standards addressing

the core hazards of our business;

• Ten Golden Rules for Safety; and

• a Behavioural Safety Standard designed

to prevent injury by supporting a positive

safety culture.

Each standard is supported by critical controls

that are carefully implemented and monitored

to prevent fatalities and reduce the risk of

serious injuries or incidents.

Our ongoing safety training and

communication form the backbone of our

commitment, empowering employees and

contractors to proactively prevent incidents

that could result in injuries, illnesses,

or environmental damage.

In 2024, we continued a thorough review and

update of our safety standards and critical

controls, building on the progress initiated in

2023. These updates focused on making the

standards more accessible and were reinforced

with new posters and videos to enhance

understanding and practical application across

our sites.

Through these collective efforts, we remain

steadfast in our goal to safeguard our people,

operations, and environment.

Health and Safety

Injury prevention at Senior

At Senior, safety extends beyond merely

avoiding incidents it encompasses a proactive

approach to implementing effective controls

that prevent and mitigate potential outcomes.

Our safety teams continuously analyse trends

in incidents and injuries across our global

operations, identifying location-specific or

role-specific concerns. When necessary, they

develop injury reduction plans tailored to

address these issues. These plans incorporate:

• safety controls to mitigate risks;

• targeted training to enhance awareness

and skills;

• work design adjustments to promote

safer practices;

• specialised programmes to address

recurring challenges; and

• engagement campaigns to reinforce the

importance of safety at all levels.

Through these initiatives, we remain dedicated

to fostering a safer workplace for all visitors to

our sites.

Contractor safety

At Senior, our safety commitment extends to

everyone on-site, including temporary workers,

contractors, and on site visitors. We have

established contractor-specific safety

programmes with tailored requirements and

rigorous prequalification processes to uphold

the highest standards of protection.

Our contractor management procedures

require all personnel to complete a

comprehensive onboarding process before

commencing work. This ensures that everyone

on site is informed about safety protocols,

understands potential hazards, and is equipped

to work safely.

These measures reflect our unwavering

dedication to safeguarding every individual

on site, ensuring they leave the workplace

as safely as they arrived.

2024 injury performance highlights

In 2024, we made significant strides in

improving workplace safety. Our Lost Time

Injury and Illness Rate (LTIR) decreased to 0.19,

marking a 41% improvement from the 2023 rate

of 0.32. Additionally, our Total Recordable Injury

and Illness Rate (TRIR) which accounts for lost

time, job transfers, and minor medical

treatments remained stable at 0.63.

In 2024, there were no work-related fatalities

involving employees or contractors and no major

injuries classified as serious or life changing.

SUSTAINABILITY

SOCIAL

In 2024

Lost Time injury and illness Rate

(per 100 employees)

0.19

2023 – 0.32

41% reduction

Total Recordable Injury

and Illness Rate

(per 100 employees)

0.63

2023 – 0.63

Senior Group Injury rates

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

2019 2021 2022 20242020

Total Recordable Injury Illness Rate

Lost Time Injury Illness Rate

Number of Lost Time Injuries

0.44

1.6 9

0.32

1.0 9

1.17

0.32

0.38

0.93

0.63

0.32

0.63

0.19

2023

Lost Time Injury and Illness Rate (“LTIIR”), defined

as the number of work-related lost time injury and

illness cases (losing more than one complete shift)

per 100 employees.

The Total Recordable Injury Illness Rate is defined as

the number of cases of lost workdays, restricted

work activities, job transfers, medical care beyond

first aid and work-related illnesses expressed per

100 employees.

Safety initiatives in 2024

• A new behavioural safety programme

for our supervisors was rolled out.

• A new Senior Safety Standard covering

ergonomic assessments was introduced.

• Additional expert assistance was

provided to those businesses with the

most improvement opportunities.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202426

STRATEGIC

REPORT

Case study

SUPERVISOR BEHAVIOURAL

SAFETY PROGRAMME

In 2024, we launched a safety programme

specifically designed for our supervisory-level

employees. This initiative is built around our

Senior Safety Behaviour Standard and

delivered through face-to-face workshop

sessions at our business sites. The

programme focuses on coaching supervisors

to identify and reward positive safety

behaviours while emphasising the importance

of fostering a proactive safety culture.

Developed in Q2 2024, the programme began

rolling out in Q3, with additional workshops

planned for 2025 to further embed these

practices across our operations.

Image: Nick DeBruyne, Group Safety, trains supervisors in

Senior Mexico.

Our core Values underpin our culture

At Senior we are committed to ensuring equal

opportunities, fairness of treatment, work-life

balance, and the elimination of all forms of

discrimination in the workplace for employees

and job applicants. Senior’s leaders aim to

create a working environment in which everyone

can thrive, achieve their full potential, and

contribute to the success of Senior, and where

all decisions are based on skills and merit.

We recognise that good business decisions

are based on gathering different perspectives.

We encourage individuals to speak freely,

respecting alternative views and cultures.

Equality, diversity and inclusion

Senior promotes a culture and working

environment in which everyone can make

the best use of their skills, free from

discrimination or harassment. Our Values define

how we treat people, and in our 2024 Global

Employee Opinion Survey we saw improved

scores for all of our Values including respect and

trust. We expect employees to treat everyone

they meet in the course of business with

respect and dignity, reinforcing our commitment

to be open and straightforward with colleagues,

customers, suppliers and other stakeholders.

As well as our Vaues, the right behaviours are

reinforced in our people policies and processes,

for example, talent acquisition, succession

planning, promotions and learning and

development opportunities.

In 2024, we updated our Code of Conduct

with every employee receiving a personal copy.

The Code has specific sections explaining

how we value diversity and inclusion and

emphasising that we are committed to

preventing discrimination, harassment and

bullying. The Code of Conduct and Human

Rights policy are translated into our designated

languages, and we included a module on

Unconscious Bias in the 2024 Code of

Conduct training.

The Executive Committee and business leaders

continue to focus on providing a diverse and

inclusive workplace. Gender diversity receives

much attention in Senior, and we believe that

there remains an opportunity for further

improvement, particularly in our operating

businesses general management. To support

our objective to increase the number of women

in these operational leadership roles we have

launched a Women’s Network, creating a

steering committee to lead the network and

identifying an executive sponsor. We are

confident that the network will provide a forum

to empower individuals as it will bring women

across Senior together to discuss ideas and

shared experiences in a supportive and

productive environment, creating strong

peer-to-peer support and confidence, as well

as providing an impartial and open forum to

encourage and inspire.

The table below shows the Group’s Board of

Directors, Executive Committee and operational

senior management in 2024 by gender.

Male Female

All employees 78% 22%

Senior managers who report

directly to the Executive

Committee

80% 20%

Executive Committee 62% 38%

Board 44% 56%

Senior is an equal opportunities employer. We

strive to reflect the diversity of the communities

we work in at all levels across our workforce.

The Board seeks to ensure a diverse workforce

that supports all employees, irrespective of age,

disability, gender reassignment, marriage and

civil partnership, race, religion or belief, gender

or sexual orientation. We will not tolerate any

form of unlawful discrimination against our

colleagues, or any third parties be they potential

employees, customers, subcontractors,

suppliers or members of the public.

In accordance with the Equality Act 2010

(Gender Pay Gap Information) Regulations 2017,

Senior publishes its Gender Pay Gap Report,

as required on the Company’s website.

Jane Johnston | Group HR Director

“At Senior we promote an

inclusive culture where

individuals can thrive. We are

committed to providing equal

opportunities for all

and value diversity.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 27

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FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

People and culture

In our autonomous and collaborative Business

Model, operating business leaders are

empowered and accountable for setting the

tone for their operations, guided by our Values.

In May 2024, we ran our Global Employee

Opinion Survey. We partner with Workday,

a market leading provider to run the survey

and deliver it in multiple languages. 85% of our

employees completed the survey, which for

a manufacturing business where around

two-thirds of our employees do not have ready

access to a computer, is an excellent response

rate. The survey provided a wealth of valuable

information in relation to our culture. Following

the survey, operating business leaders worked

with their HR leads to understand what they do

well and areas for improvement.

The overall engagement score increased from

7.2 in October 2022 to 7.5 in May 2024. The

survey identifies “Drivers” which are key areas

measured in the survey that drive engagement.

In 2024, the Drivers that were most improved

were Reward, Strategy, and Workload. The

scores improved in all areas other than Goal

Setting and Freedom of Opinions, which stayed

the same as the prior survey, and Environment

which showed a small decline. This decline in

the Environment score was driven by a

reduction in the score for Informal Space and

around half of our businesses have identified

working environment as an area to take further

action in 2024/25. Every operating business

developed action plans based on the survey

feedback and shared them with their teams.

In 2024, we also asked employees “How do

you feel about Senior’s Purpose which is to

‘Help engineer the transition to a sustainable

world for the benefit of all our stakeholders’?”.

In the main, our employees were positive about

Senior’s Purpose with comments such as

“I feel proud to be part of an organisation that

prioritises engineering”, “it’s inspiring to be

part of an organisation that prioritises

sustainability” and “I am proud to be part

of this”. However, it was clear that some

employees did not see themselves as

stakeholders highlighting that additional

communication around this would be beneficial.

We remain focused on recruiting and retaining

talent to sustain business resource requirements

and growth. In order to meet our short and

long-term talent requirements, we have

continued to build strong relationships with

local technical colleges, universities and

education establishments, as well as partnering

with recruitment firms. We are extending our

use of job boards and other approaches to

advertising and attracting applicants to build a

strong talent pipeline. We have completed the

roll-out of Recruit, our talent acquisition system,

to all our UK and US businesses, thereby

enhancing the candidate experience. The job

market remains competitive for certain

geographies and skills, and we have worked

hard to secure the right talent.

Talent acquisition and retention is supported by

our ongoing work to enhance our employee

proposition. Informed by our employee

engagement survey feedback, and other

feedback mechanisms, our actions are making

Senior an even more attractive place to work.

To that end many of our businesses have

actively participated in career fairs and other

activities that highlight the career opportunities

available, and on a broader level, inspiring the

engineers of the future. Examples of the steps

we have taken to enhance our employee value

proposition include flexible working, promoting

our employee assistance programmes and

introducing other support mechanisms such

as mental health first aiders. We continue to

be vigilant regarding rates of pay and the cost

of living, ensuring we are paying people fairly

for the work they do, and benchmarking pay

rates in local markets, making adjustments

if appropriate.

‘Perform’, our Performance and Development

system provides a framework for managers and

team members to discuss feedback,

performance,behaviours linked directly to our

Values, set clear objectives, both for business

and personal development and create

development plans. In order to enable

individuals to fulfil their potential, learning and

development needs are assessed during

individual performance reviews and the output

of these discussions feed into our succession

planning process. For shopfloor operations

teams, operating businesses undertake

performance reviews, primarily paper based, to

enable employees to discuss their performance,

behaviours and development plans. The

Executive Committee scrutinises succession

plans and talent pipeline, identifying successors

or interim cover for key roles across the Group.

The Executive Committee also focuses on

functional capability, for example engineering,

as well as operational leadership. The Board

reviews the succession plans for the Executive

team and their direct reports on a regular basis,

with a special emphasis on encouraging

diversity and inclusion.

Training and development remained a priority in

2024. Business leaders work with their teams

and HR to plan and design training to meet

the business needs of their operation. In our

autonomous and collaborative operating model,

operating businesses conduct their own

training needs analysis and learning and

development plans, including technical, on the

job and skills training. We continue to view the

provision of development opportunities and

training across the Group as vital to our success.

As well as partnering with external providers to

build our bench strength and support

succession planning, every operation has a

comprehensive offering of internal training.

Examples of this include training activities such

as Toolbox talks; “lunch and learns”; technical

training; operational excellence, including lean

manufacturing; as well as sponsoring individuals

undertaking external and more academically

orientated courses and training, for example

engineering degree courses.

Our leadership programme, Leading for

Excellence continues to receive positive

feedback, meeting the development needs of

our future leaders. The programme runs over six

months and is a mix of virtual and face-to-face

sessions as well as one-to-one coaching. The

programme culminates in the delegates

presenting business projects they have worked

on to hone their skills, embed their learning and

return real business benefits through delivering

a key project for their operating business.

‘Learn’, our best-in-class eLearning platform

allows individuals to self-select training as well

as being directed to specific content, for

example following a personal development

discussion. We have continued to enhance the

content in Learn. The catalogue covers areas

such as IT skills, Leadership and Management,

Project Management, Health & Wellbeing

and Communication skills, available in all our

languages. Learn also enables us to deliver our

Code of Conduct training and other compliance

training. In 2024, we launched Trade

Compliance training to US employees, two

cyber security courses, one for all IS and IT

teams and one for selected business leaders,

and an AI training course which all employees

with emails were asked to complete. We also

used the platform to launch the in-house

developed Preventing Workplace Violence

training to meet the new California legislative

requirements and, following the new duty under

the Equality Act 2010 in the UK, all UK

employees were issued with Preventing Sexual

Harassment training.

As in the Global Employee Opinion Survey at

the end of 2022, peer relationships remained a

strength in the 2024 survey with a culture where

colleagues help and support each other. We

have an open and honest culture of respect and

trust, and people value teamwork and the teams

they work in and with. Our businesses have

onboarding processes to ensure that new team

members feel welcome and well informed,

enabling them to become valued team

members, and in the opinion survey, the

engagement score for employees with less than

one year’s service was higher than the overall

Senior score. A significant proportion of learning

is on the job and our culture of sharing

knowledge and supporting colleagues remains

central to developing technical competencies in

our operations.

The culture across Senior is to build on our

successes and learn from our mistakes. We say

thank you, with our businesses holding regular

employee recognition and team building events.

As well as feedback received via the opinion

survey, we encourage open and honest

feedback with potential issues or concerns

being raised with local management. The

feedback from the survey was consistent with

this and confirms that employees believe that

people are treated fairly and that we do not

tolerate misconduct. As outlined in our Values

and Code of Conduct, we work together with

mutual trust and respect and operate with

integrity and in an ethical manner. On the rare

occasion when an employee or employees have

a concern that cannot be resolved by local

management, employees are encouraged to

raise their concerns through our third-party

whistle-blowing service, EthicsPoint. All

concerns raised are investigated and learning

points are actioned by local leadership teams

as appropriate.

SUSTAINABILITY SOCIAL

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202428

STRATEGIC

REPORT

Employee wellbeing

Colleagues at Senior Aerospace Mexico enjoy a family day,

touring the facility and learning about the Company.

Overall engagement score

(of a max of 10)

7.5

Employee participation

85%

Senior global employee opinion survey results

Health and Wellbeing Values

Safety

Respect & Trust

Integrity

Excellence

Customer Focus

Accountability

Social Wellbeing

Physical Wellbeing

Organisational

Support

Mental Wellbeing

Max Score: 10

Total comments

44,294

Health and Wellbeing score

(of a max of 10)

7.7

In addition to receiving feedback on how

engaged our employees feel we also asked a

series of specific Health and Wellbeing

questions in the Global Employee Opinion

Survey. The overall Health and Wellbeing score

improved by 0.2, taking it to 7.7. In all areas the

Health and Wellbeing scores improved.

However, the businesses have not been

complacent, and many have set actions to

further improve employee wellbeing. Examples

include monthly health drives, providing healthy

snacks, initiatives to improve muscular skeletal

wellness and subsidised gym memberships.

Across Senior we provide a range of wellbeing

support and education to employees as

appropriate to local needs. Many have

promoted specific health drives, for example,

menopause awareness, health checks, flu and

COVID vaccinations, and road safety education.

We have a number of individuals specially

trained to support colleagues with mental health

issues and employee assistance programmes in

many of our businesses. One of our larger

businesses has partnered with a counsellor who

attends the site on a regular basis to support

employees, as needed. Other examples of

how we support employees include offering

subscriptions to wellbeing apps, creating quiet

spaces for employees and start-of-shift exercise

stretching classes.

Financial wellness is also important for

wellbeing and businesses have provided

support in this area as well. In the UK we

continue to support employees with our

financial wellbeing service and operations have

invited benefits providers to our facilities to offer

information and answer employee’s questions.

Colleagues also enjoy participating in sports

activities, team building, sports events, and

family days such as the one held at Senior

Aerospace Mexico. During this event,

employees’ families visited our facility to

get a firsthand look at the environment,

tour the factory, interact with teams, and learn

about the processes that contribute to the

Company´s success.

We continue to launch new wellbeing content

on Learn and it goes without saying that we

remain vigilant regarding occupational health,

for example ergonomics, supported by our

Health and Safety frameworks.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 29

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Communities

Senior’s businesses actively support local

communities by undertaking a range of

education-focused and charitable activities. Here

are some examples, to name but a few, of the

activities our businesses and employees have

undertaken to support their local communities:

A number of our businesses support local food

banks with Senior Flexonics Canada providing

freshly grown produce grown by our employees.

As well as supporting local schools with STEM

initiatives by sponsoring the STEM club,

Lymington Precision Engineering (“LPE”) again

worked with an infant school as part of the

school’s engineering week. Businesses have

hosted local trade schools and technical

colleges, providing an insight into working for

an engineering company and giving students an

opportunity to see engineering in action. Senior

Aerospace SSP supported ReIGNITE HOPE,

a charity that provides support to help

disadvantaged individuals, for example

individuals transitioning from being unhoused

and/or long-term unemployed to get into work.

SSP did this by offering placements to

individuals who received welding training from

ReIGNITE HOPE. Both Senior Aerospace

Thailand and Senior Aerospace Malaysia

employees participated in blood donation drives.

Senior Aerospace BWT participated in the

Salvation Army Toy Appeal 2024 and as a result

of employees’ generosity handed over 150 toys.

In May 2024, Senior Aerospace Jet & Ketema

helped raise funds to support Quality of Life

Programmes for Navy personnel by participating

in the Navy Bay Bridge 5K Run/Walk and in

October they participated in the 5K Walk to

End Alzheimer’s, raising funds to further the

care, support and research efforts of the

Alzheimer’s Association.

In August, Cape Town faced severe storms

and flooding, which tragically impacted some

of our employees, including the devastating

loss of their homes. In response, our team

demonstrated solidarity and compassion by

coming together to donate food, clothing,

and toiletries, providing much-needed support

to help them rebuild their lives.

In 2024, Senior Metal Bellows continued theit

participation in HEESCO’s St. Patrick’s 5K.

Thirty-two employees took part and raised

money for the charity, with two of the runners

coming first in their age groups. HESSCO

provides support and services for individuals

living with a disability, and their caregivers.

Senior Aerospace Thailand showed their

commitment to keeping fit and raising money

again with 40 runners participating in

the Pattaya Marathon.

Senior Aerospace Thailand employees participate in blood donations.

Senior Aerospace Jet & Ketema raised funds for the Alzheimer’s Association by participating in the 5K Walk to End Alzheimer’s.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202430

STRATEGIC

REPORT SUSTAINABILITY CONTINUED

READ MORE ABOUT:

Anti-bribery & Corruption on page 79

Agents Policy on page 79

Gifts and Hospitality Policy on page 80

Fraud Policy on page 80

Whistle-blowing on page 80

Human Rights and Modern Slavery on page 80

Sustainable Sourcing on page 80

Cyber security and data protection on page 80

International Trade Compliance on page 80

Senior’s Purpose – “We help engineer the

transition to a sustainable world for the

benefit of all our stakeholders” – articulates

our commitment to long-term value

creation for our stakeholders. We recognise

that effective governance of sustainability-

related matters is essential to ensure that

decision-making is aligned with the

Company’s overarching Purpose. Senior’s

Executive Committee is responsible for the

management of sustainability-related

matters. The Board of Directors has

oversight over such matters through regular

updates provided during the scheduled

Board meetings on the Group’s

sustainability performance and initiatives.

Uphold high standards of ethical integrity

The Senior plc Code of Conduct (the Code),

available on the Company’s website, provides

our employees and business partners with a

clear framework on which to base decisions

when conducting day-to-day business. It does

this by:

• clearly setting out the behaviour expected

of all employees and business partners;

• providing guidelines which help employees

to apply Senior’s Values; and

• enabling employees to raise a concern

or ask a question if in doubt.

The Code contains work-related scenarios,

together with a selection of questions and

answers, to help employees understand the

Code and relate it to their individual roles and

working environment. All employees are

expected to follow the Code when performing

their day-to-day duties, or where they are

representing Senior.

The 2024 Global Code of Conduct training

course contained the following modules:

• Anti-bribery;

• Unconscious Bias;

• Promoting the Reporting of Misconduct; and

• Social Engineering.

We use different methods to promote

and ensure compliance with the Code

across the Group:

• All employees are issued with a printed copy

of the Code, available in all languages

applicable to the Group employees.

• All employees must complete annual Code

of Conduct training. The Group’s completion

rate for its 2024 Code of Conduct training

can be found on page 1.

• The Group Chief Executive Officer, Group

Finance Director and other members of the

Executive Leadership team reinforce the

Code and the importance of maintaining

commitment to the highest ethical standards

during their regular visits to the Group’s

operating businesses.

• Annual control self assessments,

encompassing questions related to the Code,

are conducted across all operating businesses.

• Internal audits test compliance with sections

of the Code and the prominent display of the

Group’s whistle-blowing procedures at all

operating businesses.

• Risk assessments considering areas of the

Code are conducted at operating business

and Group levels. Through its assurance

programme, the Board is able to ensure that

employees receive mandatory training and

that the Group’s operating businesses uphold

high standards of ethical integrity. All alleged

violations or complaints are investigated, and

any remedial actions are taken as necessary.

Any fraud issues that have come to the

attention of the Director of Risk and

Assurance are discussed by the Audit

Committee, noting the cause, the actions

taken and any improvements to internal

controls implemented as a result.

Responsible taxation

Senior’s “Approach to Tax”, which can be found

on the Company’s website, is aligned with the

principles set out in the Code, which underpins

the way we go about our day-to-day business

across the Group and places integrity and ethical

behaviour at the heart of what we do. Once a

year, the Board of Directors approves the

Group’s tax strategy.

Product safety

Product quality is absolutely core in all of

Senior’s operating businesses and activities.

All of Senior’s businesses have ISO 9001

accreditation for manufacturing. The operating

businesses have additional aerospace and

automotive accreditations, dependent upon their

intended markets. Ultimate responsibility for

product quality and safety lies with the senior

manager of each business unit.

All products undergo service/safety risk

assessments, as required in Senior’s demanding

markets. Employees receive regular training on

product and service safety. All the Group’s

operating businesses have in place incident

investigation and corrective action policies and

procedures and quality testing programmes.

Product/service objectives or targets are set by

the operating businesses to meet customer

requirements and regular external product/

service safety audits are conducted, where

standards require.

ADDITIONAL RESOURCES

www.seniorplc.com/sustainability.aspx

GOVERNANCE

THE SENIOR PLC CODE OF CONDUCT

The Senior plc Code of Conduct can be found

here: www.seniorplc.com/sustainability.aspx

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 31

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Our purpose

We help engineer the transition to a

sustainable world for the benefit of all

our stakeholders. We do this by:

Technology expertise

Using our technology expertise in fluid conveyance

and thermal management to provide safe and

innovative products for demanding applications

in some of the most hostile environments.

Customer transition

Enabling our customers, who operate in the

hardest-to-decarbonise sectors, to transition

to low-carbon and clean energy solutions.

Climate action

Staying at the forefront of climate disclosure

and action by ensuring our own operations achieve

our Net Zero commitments.

INVESTMENT CASE

A trusted and collaborative high

value-added engineering, manufacturing

and technology company

Experts in fluid conveyance and thermal management

technology providing custom solutions for our customers

Operating in attractive, structurally growing

end markets – aerospace & defence, land vehicle,

and power & energy

Cost competitive global footprint

Senior Operating System driving continuous

improvement and operational efficiency

Strong financial track record, with a disciplined

capital allocation approach

Cash generative business model focused

on shareholder value

SUSTAINED PROFITABLE GROWTH AND

RETURNS GENERATING ENHANCED

VALUE FOR OUR STAKEHOLDERS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202432

STRATEGIC

REPORT

Key sectors

Civil Aerospace Defence Land Vehicle Power & Energy

Increasing passenger demand

to fly and higher air traffic

drives the need for new

and replacement aircraft.

Environmental pressures to

focus on clean technology

are ideal for Senior’s product

and technology portfolio.

Defence remains a priority for

the US and has increased in

importance for other countries

given the constantly evolving

geopolitical situation. Senior

has good content on major

programmes of record.

Demand driven by tightening

global emission control

regulations for truck,

off-highway and

passenger vehicles.

Market leader of complex fluid

systems and products used

within industrial, petrochemical

and power generation sectors.

Adjacent markets

Medical

Precision pressure

requirements needed for

both medical instrumentation

and medical implants drive

continued growth for

Senior’s technology.

Semiconductor equipment

Growth is ultimately driven

by digitisation and the greater

use of AI in a large number

of end markets. The production

of semiconductor devices

to meet this growth means

Senior’s products are in

increasing demand to support

chip production.

Medium-term fluid conveyance and thermal management financial targets

Strategy to deliver enhanced shareholder value underpinned by new medium-term financial targets

Expand Group adjusted operating

profit margins

Cash conversion* Deliver increased returns

on capital

Achieve at least...

Double digit

>85% 15%–20%

Aerospace

At least

mid-teens

Flexonics

10%–12%

Underpinned by a strong balance sheet, with leverage at...

0.5x–1.5x

Supported by an expectation of mid-single digit organic revenue growth through the cycle

* Operating cash flow/Adjusted operating profit

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 33

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

STRATEGIC

PRIORITIES

OVERALL

The following six

strategic priorities are

key elements of our

Business Model which

drive the creation of

stakeholder value.

Ourprogress since

these priorities were

established is shown

and they continue

to receive specific

attention and focus.

Autonomous and collaborative

business model

Focus on growth Considered and effective

capital deployment

High performance

operating model

Competitive cost

country strategy

Talent and

development

Overview

Senior’s Business Model is one of empowering and holding

accountable our operating businesses, operating within

a clearly defined control framework. Business plans are

developed in line with the overall Group strategy. Increasing

collaboration amongst operating businesses in the Group

is a priority in order to address our customers’ needs whilst

maintaining an autonomous business structure. Business

leaders throughout Senior are actively embracing collaboration

activities. By utilising this unique differentiator, Senior in 2024

was able to showcase our competitive advantage:

• Secured a significant new nomination with a major

European Truck manufacturer for EGR tubes. Product

development is being undertaken at our design centre

in Crumlin, Wales with production at our Olomouc, the

Czech Republic and Saltillo, Mexico manufacturing

sites. This collaborative effort is ensuring we meet

the accelerated timescale for high volumes required

by our customer.

• Secured and launched a substantial programme with a

major global Engine Manufacturer to produce engine tubes

in Europe and China, through collaboration between our

Olomouc, Wuhan and Crumlin sites. Our customer had an

urgent need to re-source due to a failure in their existing

supply chain. Our collaborative approach allowed us to

start series production in a matter of months.

• Designed and built a Vacuum Jacket Hose for a Hydrogen

Combustion application for a major Aerospace OEM,

combining cross-divisional expertise in predictive

engineering, design and prototype in our Crumlin and

Canada businesses.

• We successfully entered the Chinese Off-Highway

Exhaust Flex market, winning business with major OEMs,

utilising Crumlin product design and qualification testing

expertise in collaboration with our Wuhan JV.

Medium term

We will open our new product design and development

centre in Crumlin in 2025 following investment in a new,

larger, state-of-the-art facility. Crumlin’s raison d’être is to

design and market products which are then manufactured

in multiple locations around the world. Within the new

Crumlin site we are establishing production of EV battery

thermal management plates for established commercial

vehicle applications. This will enable the launch of future

projects across our global manufacturing base.

We will develop the next generation of Thermal Management

products for cleaner Diesel & Hydrogen Combustion engines

for one of our long-standing OEM customers in the

Construction Equipment sector. This will involve design

and development in Crumlin, with production in Senior India.

Working with a major European OEM, we have developed

a Power Electronics Thermal Management solution for

a regenerative braking system for use in Rail & Truck

applications. Development, validation and testing will be

undertaken in Crumlin, with a manufacturing strategy being

provided by our Cape Town Manufacturing site.

Through collaboration across our Flexonics & Aerospace

businesses, we are working as part of a consortium to

develop a market leading thermal management system to

manage waste heat generated by an advanced Hydrogen

Fuel Cell Aerospace Propulsion System.

Governance

The Executive Committee and the Board regularly review

the organisational design of the Group to ensure it is aligned

to our strategic plan.

Overview

Senior operates in end markets with structural long-term

growth drivers. We aim to consistently outgrow our end

markets by:

• growing market share, particularly with key customers;

• focusing on technology and product innovation;

• geographical expansion; and

• exploiting adjacent opportunities organically

and through acquisition.

Aerospace

A key focus over the next five years will be to establish Senior

as a major supplier of fluid conveyance standards-compliant

highly engineered parts including fittings, flanges, clamps

and couplings. There is significant demand for these products

from our existing customer base. The acquisition of Spencer

Aerospace in late 2022 was a key element of this strategy

and we have also been investing organically in new

capabilities at our Aerospace businesses in the UK and

France which has directly led to new customer awards.

Flexonics

Many of Flexonics’ products are focused on helping

customers transition to more sustainable solutions in hard

to decarbonise sectors.

For example, in our land vehicle segments, improved

efficiency of our current product offering supports our

customers’ need to meet their carbon reduction targets

in the near term. Additionally, we have partnered with

customers in the development of new propulsion

technologies and are well positioned to participate in this

critical transition through our thermal management and

fluid conveyance knowledge, skills and expertise.

Medium term

Given Senior’s aim to broaden end market exposure over

the medium term, we will continue to grow in the maturing

Advanced Air Mobility market, while keeping close attention

to other markets such as emerging military technologies

and decarbonised propulsion.

Moving forward, our investments in innovation will enable us

to target other growth areas in energy production, such as

back-up energy storage and nuclear. Our products are enablers

to the efficient operation of fuel cells and electrolysers, which

are key parts of the evolving hydrogen market and energy

storage market. Our technology also facilitates the introduction

of small modular reactors, which use passive thermal solutions

to ensure safe operating temperature.

We also see an increasing need for our products in other

markets where demographics and AI will drive growth,

such as Medical and Semi-Conductor. We have strong

customer relationships managed collaboratively within

Flexonics and more broadly across Senior into these

ever-growing markets, and we see them as areas of

continued growth in the near term.

Governance

Growth opportunities are regularly reviewed by the Executive

Committee and Board. The Technology Council is in place

under the chairmanship of the Executive VP, Strategy, and

progress on strategic technology and product developments

are regularly presented to, and discussed by, the Executive

Committee and the Board. The long-term strategic growth

plan is evaluated at the annual Board Strategy Review and

monitored continuously.

Overview

Senior understands the importance of

considered and effective capital

deployment in the interest of

maximising the creation of shareholder

value. All significant investments and

portfolio changes, including M&A

and Prune to Grow, undertaken by

Senior are assessed using a rigorous

investment appraisal process and

are supported by a business case.

In 2024, we maintained our pricing

and return on capital discipline when

negotiating contracts and assessing

investments. Key investment

approvals include:

• Investing in a new, larger,

state-of-the-art facility for our

product design and development

centre in Crumlin, including

investment in setting up production

of EV battery thermal management

plates for established commercial

vehicle applications. This will enable

the launch of future projects across

our global manufacturing base.

• Doubling the capacity of our

Olomouc, Czech Republic facility,

having won new contracts with

European truck and passenger

vehicles OEMs to supply EGR and

engine tubes for multiple platforms.

We propose to grow the dividend in

respect of the full year (total paid and

proposed) by 4%.

We continued to actively manage the

portfolio by reviewing our operating

businesses and evaluating them in

terms of strategic fit within the Group.

Medium term

Senior understands the importance

of considered and effective capital

deployment in the interest of

maximising the creation of shareholder

value. All significant investments

undertaken by Senior are assessed

using a rigorous investment appraisal

process and are supported by

a business case.

The Group is highly focused on

delivering excellent overall return on

capital employed which is well in

excess of the Group’s cost of capital.

We aim to continue to increase the

Group’s ROCE and to drive working

capital efficiencies at all operations

in the medium term.

Governance

The Board regularly reviews the

Group’s portfolio to ensure that

long-term value is being generated for

shareholders. Where appropriate,

divestments will be considered. M&A

opportunities are evaluated and

discussed at each meeting of the M&A

Committee, as appropriate, and the

overall M&A and Prune To Grow

divestment strategies are reviewed at

the Board Strategy Review. Active

projects are also discussed at each

Board meeting as appropriate.

Overview

Senior strives for excellence through

a high-performance operating model,

drawing on the many world-class

practices from across the Group.

The key elements include:

• the Senior Operating System (SOS):

an operational toolkit incorporating

best practice processes such as

lean and continuous improvement

techniques, supplier management,

new product introduction, 5/6S

methodology, factory visual

management systems, and risk

and financial management;

• a comprehensive business review

process utilising a balanced

scorecard incorporating KPIs with

a focus on performance, growth,

operational excellence and talent

development; and

• clear processes for developing

strategy, ensuring top-down and

bottom-up alignment, considering

inorganic investments and managing

M&A transactions.

Throughout the year we have

continued to conduct multiple lean

events in both divisions, always with

continuing focus on cycle time

reduction and cost reduction, together

with continued targeted inventory

improvement workshops. Following a

retirement, we have recruited a new

Senior Vice President for Operational

Excellence who is actively engaged in

driving best practices across our

operations, working hand in hand with

the lean champions in our operating

businesses. Continued to drive Kaizen

events in both divisions, aimed at

inventory management, cycle time

reduction and cost reduction. We have

also rolled out formal A3 thinking

training across the business and hosted

monthly meetings of the Aerospace

Lean Council to foster collaboration

and share best practices.

Medium term

Moving forward we aim to

strengthen and develop the SOS

in the following areas:

• Inventory Reduction: Focus on

inventory reduction through

strategy deployment, A3 thinking,

and Kaizen events.

• Strategic Plan Deployment: Cascade

the strategic plan throughout the

organisation by deploying and

executing the X-Matrix and continue

embedding A3 thinking deeper into

the organisation.

• Reinvigorate the Operating System:

Introduce a formal roadmap

for continuous improvement

success and conduct a cultural

maturity assessment.

• Kaizen events: Increase both

the pace and quality of Kaizen

events across all sites.

Governance

Our Vice President of Operational

Excellence chairs the Aerospace

Lean Council on a monthly basis.

The Executive Committee reviews

operational performance and the

Group CEO reports progress to the

Board at every Board meeting.

Overview

Senior’s global footprint ensures that

our operating businesses stay

competitive at both a capability and

cost level. Key investments have been

made in Thailand, Malaysia, China,

India, Mexico, South Africa, and the

Czech Republic to help ensure we

meet our customers’ cost and price

challenges whilst enhancing returns on

investment. We have established

increasingly sophisticated capabilities

in these competitive cost countries and

optimised production capacity to align

with growing demand.

Over the last year, we won new

business and launched production

programmes in India, China, Czech

Republic and Cape Town. We

continued the transfer of fluid

conveyance products to our Saltillo

aerospace manufacturing site from

California for cost and capacity

reasons: this will continue in 2025.

In India we will open a new factory

(while exiting an older, smaller facility)

that will provide much needed

additional capacity to meet higher

demand from new business awards.

Medium term

Looking to the future we aim to

extend this model further, with sites

such as Cape Town in South Africa

not just serving the local market but

increasingly working with other

businesses to serve customers across

Europe and potentially in the US.

Our cost competitive locations will

continue to play a key role in meeting

our customers’ global requirements

while providing attractive returns

for shareholders.

Governance

The Executive Committee conducts

quarterly Business Reviews of all

operations. The Group Chief Executive

Officer and Group Finance Director

report and discuss progress at each

Board meeting. The overall progress

of the competitive cost country

strategy is reviewed at the Board

Strategy Review on a regular basis.

Overview

Senior has a highly skilled workforce,

experienced entrepreneurial business

leaders and functional experts. We aim

to attract and develop talent, supporting

employees with online tools to enable

personal and skills development as well

as comprehensive technical and

operational training. The Group has a

strong focus on diversity and inclusion

across the business including on our

Board and Executive team.

Attracting, retaining and developing

talent remains key and we have

embedded processes and systems

to help achieve this. This includes:

• global succession planning process;

• online talent acquisition system in

the UK and US with future plans to

roll out globally;

• Perform, our global Performance

and Development system;

• Learn, our global online learning

platform; and

• Senior Employee Opinion Survey,

now run annually, which enables us

to look at populations of employees

such as Engineering to ensure that

they are engaged and motivated.

Medium term

Our operating businesses focus on

developing engineering talent to

support our strategic plans. To that end,

we collaborate with universities and

technology colleges and other relevant

organisations. Individuals are supported

with training such as Masters degrees

as well as apprenticeships and

certifications. Looking forward we

plan to enhance our training

programmes and provide career paths

for key functional areas such as research

and development engineers.

To help achieve our growth targets we

will invest in business development

and design and applications

engineering talent, in particular these

teams will be focused on utilising their

skills and knowledge in order to

develop products for new markets.

Senior operates a number of

successful apprentice schemes, or

equivalent, which is a proven route for

successfully developing careers within

Senior. Our annual succession planning

process enables us to identify talent

and ensure we have appropriate plans

for every key role in the Company.

Governance

The Executive Committee conducts

an extensive review of operating

businesses’ leadership succession

plans. As stated above, the review

scrutinises our talent pipeline,

identifying successors or interim cover

for key roles across our businesses.

Appropriate development plans are

in place and recorded in Perform,

our performance management system,

to enable individuals to fulfil their

potential. The Board formally reviews

the succession plans for the Executive

team bi-annually and their direct

reports on an annual basis.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202434

STRATEGIC

REPORT

Autonomous and collaborative

business model

Focus on growth Considered and effective

capital deployment

High performance

operating model

Competitive cost

country strategy

Talent and

development

Overview

Senior’s Business Model is one of empowering and holding

accountable our operating businesses, operating within

a clearly defined control framework. Business plans are

developed in line with the overall Group strategy. Increasing

collaboration amongst operating businesses in the Group

is a priority in order to address our customers’ needs whilst

maintaining an autonomous business structure. Business

leaders throughout Senior are actively embracing collaboration

activities. By utilising this unique differentiator, Senior in 2024

was able to showcase our competitive advantage:

• Secured a significant new nomination with a major

European Truck manufacturer for EGR tubes. Product

development is being undertaken at our design centre

in Crumlin, Wales with production at our Olomouc, the

Czech Republic and Saltillo, Mexico manufacturing

sites. This collaborative effort is ensuring we meet

the accelerated timescale for high volumes required

by our customer.

• Secured and launched a substantial programme with a

major global Engine Manufacturer to produce engine tubes

in Europe and China, through collaboration between our

Olomouc, Wuhan and Crumlin sites. Our customer had an

urgent need to re-source due to a failure in their existing

supply chain. Our collaborative approach allowed us to

start series production in a matter of months.

• Designed and built a Vacuum Jacket Hose for a Hydrogen

Combustion application for a major Aerospace OEM,

combining cross-divisional expertise in predictive

engineering, design and prototype in our Crumlin and

Canada businesses.

• We successfully entered the Chinese Off-Highway

Exhaust Flex market, winning business with major OEMs,

utilising Crumlin product design and qualification testing

expertise in collaboration with our Wuhan JV.

Medium term

We will open our new product design and development

centre in Crumlin in 2025 following investment in a new,

larger, state-of-the-art facility. Crumlin’s raison d’être is to

design and market products which are then manufactured

in multiple locations around the world. Within the new

Crumlin site we are establishing production of EV battery

thermal management plates for established commercial

vehicle applications. This will enable the launch of future

projects across our global manufacturing base.

We will develop the next generation of Thermal Management

products for cleaner Diesel & Hydrogen Combustion engines

for one of our long-standing OEM customers in the

Construction Equipment sector. This will involve design

and development in Crumlin, with production in Senior India.

Working with a major European OEM, we have developed

a Power Electronics Thermal Management solution for

a regenerative braking system for use in Rail & Truck

applications. Development, validation and testing will be

undertaken in Crumlin, with a manufacturing strategy being

provided by our Cape Town Manufacturing site.

Through collaboration across our Flexonics & Aerospace

businesses, we are working as part of a consortium to

develop a market leading thermal management system to

manage waste heat generated by an advanced Hydrogen

Fuel Cell Aerospace Propulsion System.

Governance

The Executive Committee and the Board regularly review

the organisational design of the Group to ensure it is aligned

to our strategic plan.

Overview

Senior operates in end markets with structural long-term

growth drivers. We aim to consistently outgrow our end

markets by:

• growing market share, particularly with key customers;

• focusing on technology and product innovation;

• geographical expansion; and

• exploiting adjacent opportunities organically

and through acquisition.

Aerospace

A key focus over the next five years will be to establish Senior

as a major supplier of fluid conveyance standards-compliant

highly engineered parts including fittings, flanges, clamps

and couplings. There is significant demand for these products

from our existing customer base. The acquisition of Spencer

Aerospace in late 2022 was a key element of this strategy

and we have also been investing organically in new

capabilities at our Aerospace businesses in the UK and

France which has directly led to new customer awards.

Flexonics

Many of Flexonics’ products are focused on helping

customers transition to more sustainable solutions in hard

to decarbonise sectors.

For example, in our land vehicle segments, improved

efficiency of our current product offering supports our

customers’ need to meet their carbon reduction targets

in the near term. Additionally, we have partnered with

customers in the development of new propulsion

technologies and are well positioned to participate in this

critical transition through our thermal management and

fluid conveyance knowledge, skills and expertise.

Medium term

Given Senior’s aim to broaden end market exposure over

the medium term, we will continue to grow in the maturing

Advanced Air Mobility market, while keeping close attention

to other markets such as emerging military technologies

and decarbonised propulsion.

Moving forward, our investments in innovation will enable us

to target other growth areas in energy production, such as

back-up energy storage and nuclear. Our products are enablers

to the efficient operation of fuel cells and electrolysers, which

are key parts of the evolving hydrogen market and energy

storage market. Our technology also facilitates the introduction

of small modular reactors, which use passive thermal solutions

to ensure safe operating temperature.

We also see an increasing need for our products in other

markets where demographics and AI will drive growth,

such as Medical and Semi-Conductor. We have strong

customer relationships managed collaboratively within

Flexonics and more broadly across Senior into these

ever-growing markets, and we see them as areas of

continued growth in the near term.

Governance

Growth opportunities are regularly reviewed by the Executive

Committee and Board. The Technology Council is in place

under the chairmanship of the Executive VP, Strategy, and

progress on strategic technology and product developments

are regularly presented to, and discussed by, the Executive

Committee and the Board. The long-term strategic growth

plan is evaluated at the annual Board Strategy Review and

monitored continuously.

Overview

Senior understands the importance of

considered and effective capital

deployment in the interest of

maximising the creation of shareholder

value. All significant investments and

portfolio changes, including M&A

and Prune to Grow, undertaken by

Senior are assessed using a rigorous

investment appraisal process and

are supported by a business case.

In 2024, we maintained our pricing

and return on capital discipline when

negotiating contracts and assessing

investments. Key investment

approvals include:

• Investing in a new, larger,

state-of-the-art facility for our

product design and development

centre in Crumlin, including

investment in setting up production

of EV battery thermal management

plates for established commercial

vehicle applications. This will enable

the launch of future projects across

our global manufacturing base.

• Doubling the capacity of our

Olomouc, Czech Republic facility,

having won new contracts with

European truck and passenger

vehicles OEMs to supply EGR and

engine tubes for multiple platforms.

We propose to grow the dividend in

respect of the full year (total paid and

proposed) by 4%.

We continued to actively manage the

portfolio by reviewing our operating

businesses and evaluating them in

terms of strategic fit within the Group.

Medium term

Senior understands the importance

of considered and effective capital

deployment in the interest of

maximising the creation of shareholder

value. All significant investments

undertaken by Senior are assessed

using a rigorous investment appraisal

process and are supported by

a business case.

The Group is highly focused on

delivering excellent overall return on

capital employed which is well in

excess of the Group’s cost of capital.

We aim to continue to increase the

Group’s ROCE and to drive working

capital efficiencies at all operations

in the medium term.

Governance

The Board regularly reviews the

Group’s portfolio to ensure that

long-term value is being generated for

shareholders. Where appropriate,

divestments will be considered. M&A

opportunities are evaluated and

discussed at each meeting of the M&A

Committee, as appropriate, and the

overall M&A and Prune To Grow

divestment strategies are reviewed at

the Board Strategy Review. Active

projects are also discussed at each

Board meeting as appropriate.

Overview

Senior strives for excellence through

a high-performance operating model,

drawing on the many world-class

practices from across the Group.

The key elements include:

• the Senior Operating System (SOS):

an operational toolkit incorporating

best practice processes such as

lean and continuous improvement

techniques, supplier management,

new product introduction, 5/6S

methodology, factory visual

management systems, and risk

and financial management;

• a comprehensive business review

process utilising a balanced

scorecard incorporating KPIs with

a focus on performance, growth,

operational excellence and talent

development; and

• clear processes for developing

strategy, ensuring top-down and

bottom-up alignment, considering

inorganic investments and managing

M&A transactions.

Throughout the year we have

continued to conduct multiple lean

events in both divisions, always with

continuing focus on cycle time

reduction and cost reduction, together

with continued targeted inventory

improvement workshops. Following a

retirement, we have recruited a new

Senior Vice President for Operational

Excellence who is actively engaged in

driving best practices across our

operations, working hand in hand with

the lean champions in our operating

businesses. Continued to drive Kaizen

events in both divisions, aimed at

inventory management, cycle time

reduction and cost reduction. We have

also rolled out formal A3 thinking

training across the business and hosted

monthly meetings of the Aerospace

Lean Council to foster collaboration

and share best practices.

Medium term

Moving forward we aim to

strengthen and develop the SOS

in the following areas:

• Inventory Reduction: Focus on

inventory reduction through

strategy deployment, A3 thinking,

and Kaizen events.

• Strategic Plan Deployment: Cascade

the strategic plan throughout the

organisation by deploying and

executing the X-Matrix and continue

embedding A3 thinking deeper into

the organisation.

• Reinvigorate the Operating System:

Introduce a formal roadmap

for continuous improvement

success and conduct a cultural

maturity assessment.

• Kaizen events: Increase both

the pace and quality of Kaizen

events across all sites.

Governance

Our Vice President of Operational

Excellence chairs the Aerospace

Lean Council on a monthly basis.

The Executive Committee reviews

operational performance and the

Group CEO reports progress to the

Board at every Board meeting.

Overview

Senior’s global footprint ensures that

our operating businesses stay

competitive at both a capability and

cost level. Key investments have been

made in Thailand, Malaysia, China,

India, Mexico, South Africa, and the

Czech Republic to help ensure we

meet our customers’ cost and price

challenges whilst enhancing returns on

investment. We have established

increasingly sophisticated capabilities

in these competitive cost countries and

optimised production capacity to align

with growing demand.

Over the last year, we won new

business and launched production

programmes in India, China, Czech

Republic and Cape Town. We

continued the transfer of fluid

conveyance products to our Saltillo

aerospace manufacturing site from

California for cost and capacity

reasons: this will continue in 2025.

In India we will open a new factory

(while exiting an older, smaller facility)

that will provide much needed

additional capacity to meet higher

demand from new business awards.

Medium term

Looking to the future we aim to

extend this model further, with sites

such as Cape Town in South Africa

not just serving the local market but

increasingly working with other

businesses to serve customers across

Europe and potentially in the US.

Our cost competitive locations will

continue to play a key role in meeting

our customers’ global requirements

while providing attractive returns

for shareholders.

Governance

The Executive Committee conducts

quarterly Business Reviews of all

operations. The Group Chief Executive

Officer and Group Finance Director

report and discuss progress at each

Board meeting. The overall progress

of the competitive cost country

strategy is reviewed at the Board

Strategy Review on a regular basis.

Overview

Senior has a highly skilled workforce,

experienced entrepreneurial business

leaders and functional experts. We aim

to attract and develop talent, supporting

employees with online tools to enable

personal and skills development as well

as comprehensive technical and

operational training. The Group has a

strong focus on diversity and inclusion

across the business including on our

Board and Executive team.

Attracting, retaining and developing

talent remains key and we have

embedded processes and systems

to help achieve this. This includes:

• global succession planning process;

• online talent acquisition system in

the UK and US with future plans to

roll out globally;

• Perform, our global Performance

and Development system;

• Learn, our global online learning

platform; and

• Senior Employee Opinion Survey,

now run annually, which enables us

to look at populations of employees

such as Engineering to ensure that

they are engaged and motivated.

Medium term

Our operating businesses focus on

developing engineering talent to

support our strategic plans. To that end,

we collaborate with universities and

technology colleges and other relevant

organisations. Individuals are supported

with training such as Masters degrees

as well as apprenticeships and

certifications. Looking forward we

plan to enhance our training

programmes and provide career paths

for key functional areas such as research

and development engineers.

To help achieve our growth targets we

will invest in business development

and design and applications

engineering talent, in particular these

teams will be focused on utilising their

skills and knowledge in order to

develop products for new markets.

Senior operates a number of

successful apprentice schemes, or

equivalent, which is a proven route for

successfully developing careers within

Senior. Our annual succession planning

process enables us to identify talent

and ensure we have appropriate plans

for every key role in the Company.

Governance

The Executive Committee conducts

an extensive review of operating

businesses’ leadership succession

plans. As stated above, the review

scrutinises our talent pipeline,

identifying successors or interim cover

for key roles across our businesses.

Appropriate development plans are

in place and recorded in Perform,

our performance management system,

to enable individuals to fulfil their

potential. The Board formally reviews

the succession plans for the Executive

team bi-annually and their direct

reports on an annual basis.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 35

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

TECHNOLOGY

Fluid conveyance andthermalmanagement

Case study

HYDROGEN

As previously mentioned, hydrogen

usage is often managed at very high

pressure. At our Senior Flexonics

Kassel business in Germany, our fluid

conveyance hose technology has

been significantly enhanced to endure

pressures of over 1000 times that

of the atmosphere. Products in current

mainstream series production are

already capable of 300 times

atmospheric pressure however – in many

applications – this is not sufficient to

cater for conveying gaseous hydrogen.

Working from today’s known technology,

the core components of the hose have

been significantly adapted to endure the

higher pressure. A number of design

iterations had been investigated with the

final design concept undergoing rigorous

material and pressure test validation.

The design solution, which is capable of

enduring up to 750 times atmospheric

pressure – with safety factor on top – has

fully completed the validation process

and achieved accreditation through the

well respected and recognised body TÜV

SÜD. Orders have already been secured

for the product and have been supplied

to a number of customers who are

needing to either store, transport or

dispense gaseous hydrogen.

The further enhanced design solution

capable of enduring more than 1000

times that of atmospheric pressure – still

with a safety factor – is currently midway

through the validation process which will

continue throughout the course of 2025.

This product will also go through the

same accreditation process.

Our hydrogen hoses have been designed to withstand

750 times atmospheric pressure.

Our technology themes

Within both Aerospace and Flexonics

Divisions our core technologies are fluid

conveyance and thermal management

components or systems. Legislation is driving

reduced emissions with the ultimate end goal

of achieving net zero, and so to meet

changing customer requirements we

have responded by evolving our current

products as well as developing IP-rich,

innovative technologies.

In order to de-carbonise, the land vehicle

market is set to rely heavily on electrification,

and this in turn leads to a significant

requirement for battery cooling. Our fluid

conveyance products and systems route the

coolant from the reservoir to where it is

needed at the battery. Our design engineers

work with the customer to ensure criteria

such as package space, weight and durability

targets are met. In some instances – we are

currently working with a major European

truck OEM – the geometry can become

incredibly complex, but this is not an issue

as our highly automated manufacturing

processes such as the one at our Senior

Flexonics Olomouc business in the Czech

Republic are able to adapt and deliver

a world class quality product.

One of the headwinds facing the adoption

of electric vehicles is the availability of

electricity generated from green renewal

sources. In this area Senior Flexonics Pathway

is supporting a company called Malta with

their highly innovative energy storage system

which converts electricity to thermal energy

then storing it using molten salt ready for

re-converting back to electricity when

demand requires. Senior Pathway are

supplying expansion joints which alleviate

the stresses within the system caused by the

thermal loading. Product has been supplied,

and evaluation trials are being conducted.

In all markets, hydrogen is set to play a key

role in how we get to net zero. Whether it be

in gaseous or liquid state, our products are

being enhanced to convey this matter safely.

Our Senior Aerospace Calorstat business in

France is leading the way in the development

and supply of bellows that will support the

use of liquid hydrogen at a cryogenic

temperature of -253 deg C. Working closely

with a major aerospace OEM, this work

requires investigating new material options

and pioneering techniques to allow the

welding of two fundamentally different

materials to achieve cryogenic operation.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202436

STRATEGIC

REPORT

Case study

HEAT EXCHANGERS

In terms of thermal management, another

example of Senior breaking new ground

is the heat exchanger product we are

developing for a major power

management OEM. As part of a US

Department of Energy project and in

collaboration with Purdue University, the

OEM will use their compressor

technology to extend the life of the

hydrogen fuel cell system, which drives

a requirement for an Air-to Air Recuperator

to achieve this. Using bend-a-flex

technology inside a Shell and Tube

configuration, our Senior Flexonics Bartlett

business in Chicago, IL. has developed

an IP rich heat exchanger to meet the

performance needs. At 36 litres capacity

and approximately 5 times larger than any

similar design in current production, our

core technology is proving suitably

scalable to meet the required needs.

The product has been successfully

manufactured at prototype volumes.

An extensive performance and durability

testing program at Senior is already

underway. Samples have also been

delivered to the OEM with system trials to

be conducted during the course of 2025.

Our IP-rich heat exchanger extends the in-service life

of hydrogen fuel cell systems.

Thermal Management

Group revenue by technology theme

28%

Structures

Complex Machining and

Manufacturing Know-How:

Process IP

72%

Fluid Conveyance

& Thermal Management

Product and System Design

& Manufacturing IP

The usage of hydrogen creates many

engineering challenges including

management of cryogenic temperatures and

very high pressures. To meet the needs of the

Heavy Duty Truck market utilising hydrogen

internal combustion powertrain technology,

at our Senior Flexonics Crumlin research

centre in the UK we are currently developing

a heat exchanger that will withstand up to

400 times atmospheric pressure plus an

additional safety factor. Having been evolved

from current know-how, the design concept

has now been completed and is ready to

go into prototype sample production.

Thereafter, an extensive testing and validation

programme will be undertaken eventually

culminating in accreditation by the relevant

bodies. To ensure weight, package space

and performance targets are met, Senior is

working closely with the relevant Heavy Duty

Truck OEM. Serial production is anticipated by

2030 and to reach mature annual volumes by

the middle of the next decade.

Not only hydrogen but electrification

challenges require us to evolve our thermal

management capabilities. During the course

of 2024, cooling plate design and

manufacturing processes have been further

developed. The use of thinner gauge

materials is being adopted, allowing us to

achieve ever more complex geometrical

shapes and profiles, and in turn to achieve

higher levels of heat transfer efficiency.

End user applications are becoming more

diverse, with our expertise being widely

adopted in the land vehicle market from

motorcycles to buses and trucks with the

latter requiring dimensionally larger scale

cooling plates. As we increase our customer

portfolio and annual production volumes of

the cooling plates – at our new facility in

Senior Flexonics, Crumlin – investment is

being made in the form a semi-continuous

brazing line.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 37

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Underlying technologies

Case study

OPTIMIZING AEROSPACE

HOT FORMING

Our Senior Aerospace Thermal

Engineering business in the UK, using

Autoform Metal Forming simulation

software, have developed the capability

to predict material behaviour digitally

during both cold and hot sheet metal

forming processes.

Work to refine our modelling parameters

and material characteristic data over

recent years is now reaping benefits

following multiple work package awards

providing confidence to customers that

our forming process will yield conforming

parts. Through the last year, Senior

Aerospace Thermal Engineering has

proven several ‘right first time’ tool

try-outs. Traditionally, multiple iterations

are required to perfect the press tool,

blank size and press operating

parameters. The new simulation process

has reduced New Product Introduction

lead-times by up to 8 weeks and,

significantly, provides inputs to the

customer’s design which means Senior

Aerospace Thermal Engineering will be

able to manufacture defect-free parts

without the need for expensive dressing,

trimming or corrections.

Vacuum Jacketed Hose

Lead times for complex product introductions have been

significantly reduced using simulation software.

To store more hydrogen for any given volume

of space, the gas is compressed to a liquid

form resulting in a temperature of -253 deg C.

When liquid hydrogen is being transferred from

one place to another it must remain at this

temperature to stay in liquid form. Our Senior

Flexonics businesses in Canada and Germany

have flexible hoses that are dual wall with both

a vacuum and insulating material between the

two walls of the hose. Known as a Vacuum

Jacketed Hose, these features ensure that any

matter passing through the hose will maintain

the same temperature from inlet to outlet. The

underlying technology has been adapted and

enhanced to meet the needs of hydrogen.

Among the customers we are collaborating

with is a major engine supplier who in

mid-2025 will run a hydrogen fuelled turbo-fan

demonstrator engine at NASA’s Stennis Space

Centre. This groundbreaking demonstrator is

based on an existing engine, modified to

combust hydrogen fuel, which includes the

Senior Vacuum Jacketed Hose.

With input and support from Senior, the

customer developed the technical specification.

Senior then employed its know-how and

experience from a number of sites – to

generate a design solution. Working

collaboratively, our Senior Aerospace Bird

Bellows, Senior Flexonics Crumlin and Senior

Flexonics Canada businesses are undertaking

the initial design, feasibility study, extensive

durability simulation, testing and manufacture

to deliver the product on time. Throughout the

test schedule of the demonstrator programme,

the component will undergo a number of

differing input loads such as extreme

temperatures, varying pressures and alternating

engine vibrations all of which have to be taken

into account when initially designing the

product. We will then simulate based on our

Finite Element Analysis modelling software

to ensure the component is fit for purpose.

The hydrogen demonstrator engine

programme will have a further phase requiring

additional technology. For Senior, this has

several implications and challenges among

them being the requirement for a leak

detection system. The safety critical nature of

this product means leak detection is crucial a

must but at present no suitable system exists.

Senior is actively engaging with Aerospace

Technology Institute (ATI) in the UK who – in

order to support their Fly Zero project – have

a number of open funding calls. Senior will

collaborate with partners who have the

appropriate expertise to create a leak

In support of our core technology themes,

Senior continues to progress innovation

throughout our product development

and manufacturing lifecycle.

Ongoing engagement through our company-

wide Technology Council ensures that these

technologies are collaboratively promoted

and developed across the Group to ensure

that we provide safe and innovative products for

applications in the most hostile environments.

detection system potentially with ATI

funding support.

The Vacuum Jacket Hose design is also very

flexible. At our Senior Aerospace Ermeto

business in France we are developing dual

wall vacuum jacket rigid pipes and

associated dual wall connectors. This will

allow Senior to provide the customer with

a complete dual wall vacuum jacketed fluid

conveyance system comprising a continuous

route of rigid and flexible sections to carry

the liquid hydrogen to where it is needed.

Other hydrogen products or projects

We have previously detailed how we are

adapting our technology or innovating

products to meet the storage or usage

needs of hydrogen. Beyond this, there is

content for Senior throughout the value chain

including in the manufacture of green

hydrogen through the process of electrolysis.

The electrolysers used in this process

require both thermal management and fluid

conveyance products and through

collaboration between our Senior Flexonics

Bartlett and Senior Flexonics Canada

businesses we can now offer Pipe Spooling

fluid conveyance components, which carry

hydrogen through all areas of the electrolyser

unit. Our highly skilled manual welding

expertise has been developed in order to

meet the stringent tolerances required by

the electrolyser manufacturers.

Whilst the need for green hydrogen and its

usage in the maritime and land vehicle

sectors is now a very real prospect, its

usage in the aerospace sector – particularly

via fuel cells - is much longer term.

However, in order to overcome feasibility

challenges and gain the relevant flight

certification in readiness for 2050, work to

support the aerospace market needs is

being initiated now.

There are several consortia led projects

running within Europe which are targeting

single-aisle narrow-body flight using

hydrogen fuel cells. Senior is a member of

the Dutch Government funded Hydrogen

Aircraft Powertrain and Storage System

(HAPSS) consortium not only responsible for

delivery of the thermal management system

but also participating in the project steering

committee. This project is truly pioneering,

it will push boundaries and take our fluid

conveyance and thermal management

technical know-how to new levels aiming for

revolutionary zero emissions regional flight.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

STRATEGIC

REPORT TECHNOLOGY CONTINUED

Case study

METALLIC ADDITIVE

MANUFACTURING FOR

AERO ENGINES

Our Advanced Additive Manufacturing

Centre at Senior Aerospace SSP in

Burbank, CA is engaged with a major aero

engine OEM for the supply of a variety

of 3D printed metallic helicopter engine

components. Owing to acute supply-chain

delivery and cost challenges, our

customer wanted to qualify a new

supply-chain and manufacturing process.

In some cases, our additive manufacturing

process eliminates 12-month casting

lead-times, providing a more agile

response operationally and will also

deliver important unit cost savings to the

customer. During 2025, after a 3-year

journey in which prototype parts have

been supplied, we will receive material

qualification to enable serial production

to begin in early 2026, displacing the

incumbent supply-chain. Our NADCAP

approved additive manufacturing facility

has a very high level of vertical integration

leading to the highest quality service

and responsiveness to support customer

programmes. The products are engine

structures and ducts on existing helicopter

platforms enabling Senior to benefit from

production rate volumes immediately.

Additive Manufacturing

Additive manufacturing delivers lower cost, less

weight and a shorter development time for complex

aero-engine components.

Our focus on investigating new manufacturing

processes as well as new products has

continued. A key advancement in recent years

is additive manufacturing. Senior has invested

in this technology area and now has two

centres of excellence – at our Senior

Aerospace SSP business in California and at

our Senior Aerospace BWT business in the

UK. SSP are focused on metallic structures

whilst BWT composite thermo-plastic.

The key advantages of additive manufacturing

are zero tooling cost, short manufacturing

lead times and almost limitless design

complexity – the process is ideal for prototype

or annual low volume rates. Taking advantage

of this, at Senior Aerospace SSP, we are

working with a number of the Aerospace

OEMs and have supplied components such as

complex ducting, brackets and struts. Being a

full-service supplier our team of engineers will

not only design and manufacture the product

but also will have the facilities and expertise to

complete the testing and validation followed

by microstructure characterisation with

powder and chemical analysis. Our business

Senior Aerospace SSP is one of the very few

additive manufacturing companies worldwide

to have gained NADCAP accreditation.

Meanwhile Senior Aerospace BWT is

leveraging its additive manufacturing

capabilities to replace traditional metallic

components used in ultra-light-weight

low-pressure ducts with advanced

alternatives. Thermoplastics are particularly

suited for aerospace applications due to their

exceptional strength-to-weight ratio, heat

resistance, and chemical stability. Our fully

aerospace-qualified process is already

delivering thousands of flight-ready

components, demonstrating its reliability

and efficiency. This innovative approach

helps our customers save costs while

ensuring exceptional quality with every part

we produce. Our highly dependable process

maintains perfect precision and consistency

while significantly reducing lead times,

enabling us to offer our customers superior

products faster and more efficiently.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 39

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STAKEHOLDER ENGAGEMENT

Senior’s engagement with stakeholders is a continuous process

with the full involvement of our Board and Executive Leadership team.

Our stakeholders are people, communities

and organisations with an interest or concern in

our Purpose, strategy, operations, and actions.

Senior engages with five key groups – our

employees, customers, suppliers, shareholders,

and communities. By engaging and collaborating

with our stakeholders we can ensure our

business delivers long-term sustainable value.

Our Business Model lists our stakeholders

alongside the environment. We protect the

environment through our sustainability

framework as outlined in the sustainability

section on pages 12 to 31.

Our stakeholders

CONTINUOUS

STAKEHOLDER

ENGAGEMENT

Career development opportunities

Employees

The calibre and capabilities of the people within the Group

drive our success and we recognise the importance of

attracting the best talent into the business and retaining and

developing individuals to enable them to do their best work.

Read more on page 45

Talent for recruitment and sense of

community

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202440

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How we engage

We continue to place a strong emphasis on

employee engagement with open lines of

communication and encouraging a culture of

feedback. To that end, in May 2024, we invited

all our employees to participate in our Global

Employee Opinion Survey. 85% of our

employees completed the survey which is an

excellent result considering that approximately

60% of our employees do not have ready

access to business emails. We were pleased by

the participation level as this is a sign of positive

engagement, and that we have created a culture

where employees are happy to provide

feedback. Following the survey, business

leaders and HR teams analysed the results

for their operation and worked with colleagues

to develop action plans for their areas of

responsibility. Every operating business

communicated the results to their employees

and shared action plans. In the 2024 survey, we

asked for feedback on our Purpose – “How do

you feel about Senior’s Purpose which is to

‘Help engineer the transition to a sustainable

world for the benefit of all our stakeholders’?”.

This provided us with additional insights, and in

the main employees are supportive and think

the Purpose makes sense, with comments such

as feeling proud to be part of an organisation

that prioritises sustainability, that the Purpose

is impactful, and that Senior is doing a great job

engineering new solutions to problems. One

valuable piece of feedback was that in relation

to the Purpose, some employees did not view

themselves as stakeholders, an area for us to

provide further communication on. See People

and Culture on page 28 for further information

on the engagement survey.

While the Employee Opinion Survey is

a valuable tool in assessing employee

engagement, our operations recognise the

importance of maintaining lines of

communication and making sure employees

have the appropriate mechanisms in place for

making suggestions and raising concerns, both

formally and informally. Business leaders

continued their regular cadences of holding

face-to-face, all-hands briefings and team

meetings. As in previous years, the Executive

Leadership team visited operating businesses

for our annual “Employee Roadshows”.

The Roadshows provide an opportunity for

members of the Executive Committee to

present Senior’s business strategy and

performance, health & safety, sustainability,

cybersecurity and employee survey feedback.

Operating business leaders also present

information related to their individual business,

for example their local business strategy,

business performance metrics, product

development and customer wins. During the

sessions employees are encouraged to ask

questions, raise concerns and provide feedback.

Operating businesses also utilised other

methodologies to engage with employees

face-to-face such as team meetings, question

and answer sessions, skip level meetings and

employee focus groups. We also used tried and

tested methods like newsletters and meeting

with employee representative bodies such as

works councils and unions, and increased our

use of technology, for example employee apps

and TV information screens. In 2024, a number

of our businesses launched or enhanced

employee apps which are particularly useful in

providing information to employees who do not

have easy access to a company computer.

Mary Waldner, the non-executive Director for

employee engagement and Jane Johnston,

Group HR Director have continued their

programme of face-to-face focus groups.

In addition, Mary has met delegates from our

Leading for Excellence group development

programme, met leadership teams when

visiting sites and joined the monthly global

HR calls in June.

Outcome of engagement

All our operating businesses communicated the

outcome of the Employee Opinion Survey to

their teams and developed action plans as a

result of the feedback. The survey provides

valuable insights at an operating business level

allowing leaders, in our collaborative and

autonomous model, to develop meaningful

actions for their operations.

The employee engagement score improved

from 7.2 in the prior survey in October 2022 to

7.5 in June 2024, and we have received positive

feedback on many of the actions taken by the

operations as a result of the 2022 and 2024

survey feedback. We remain focused on

communicating the actions we have taken

and the impact of those actions – “You said,

we did”. In addition, we have seen an ongoing

trend of improvements in employee turnover.

Company actions responding

to engagement outcome

Management-level actions

Operating business action plans were developed

following the 2024 Global Employee Opinion

Survey. The Executive Committee monitors

performance and receives regular updates

regarding employee engagement actions and

progress against the plans throughout the year

via our formal business review process. There

has been a notable improvement from previous

surveys in how operating business leaders

communicate their strategy to their teams as

this is no longer indicated as an area for

improvement. However, business leaders will

continue to focus on communicating their

strategy and mission to their teams and thereby

enabling people to feel inspired and connected

to business challenges and achievements.

The next Global Employee Opinion Survey will

be in May 2025.

Following every focus group, the Group HR

Director provides feedback to the operating

business leader and HR lead, linking it to the

Employee Opinion Survey feedback and making

recommendations for areas of improvement

and/or further investigation. The operating

business leaders implement actions as

appropriate including explaining why something

cannot be actioned.

Board-level actions

As referenced above, Mary Waldner engaged

with employees in a number of ways throughout

the year. These interactions provided Mary with

an opportunity to understand more about

Senior’s culture, and in relation to the HR calls,

to gain a better understanding regarding the

people priorities being worked on around the

Group. The focus groups and other interactions

afford an opportunity to engage directly with a

cross section of employees, allowing them to

ask questions and provide feedback. As always,

all the discussions were positive, enthusiastic

and interactive.

The Board reviewed the 2024 Global Employee

Opinion Survey action plans and received

regular updates on employee engagement

from Jane Johnston, the Group HR Director

and Mary Waldner, who spent time conducting

a more in-depth review into the survey data

points and feedback.

Employees

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 41

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Case study

SENIOR AEROSPACE UPECA AND DHL CONTRIBUTE

TO MORE SUSTAINABLE AIR FREIGHT WITH SAF

Senior Aerospace UPECA signed an

agreement with DHL Express for the use of

the GoGreen Plus service. The partnership

enables UPECA to invest in sustainable

aviation fuel (SAF) to drive up to 30 percent

reduction in carbon emissions associated with

their time-definite international shipments.

GoGreen Plus currently stands as the sole

solution within the global express logistics

sector that allows customers to leverage SAF

towards their Scope 3 footprint, which refers

to the indirect release of greenhouse gases

within a company’s supply chain activities.

Made from alternative raw materials such as

used cooking oil, waste, and hydrogen, SAF

cuts around 80 percent of lifecycle carbon

emissions from air transport compared to

conventional jet fuel.

UPECA’s subscription to GoGreen Plus

applies across its overseas trade lanes,

encompassing key markets in Europe and

North America. It comes amidst a report by

the International Energy Agency that aviation

has grown faster in recent decades than rail,

road, and sea transport as a source of

worldwide CO

e emissions

. The trend

emphasises the urgency for the upscale and

uptake of SAF in order to meet the

International Air Transport Association (IATA)

target of comprising 50 percent of global

aviation fuel consumption by 2050.

“At UPECA, we believe SAF is one of the

most promising means of decarbonising

long-haul flight,” said Kavan Jeet Singh,

Chief Executive Officer of UPECA.

“Ready for deployment in existing aircraft,

it complements intensive efforts to transform

aviation into a post-carbon industry. We are

delighted to join DHL Express in helping

contribute to a commercially-viable market

for such renewable energies.”

“SAF is an important lever for achieving

cleaner air mobility, but there remains

progress to be made on the production

and adoption fronts. Having UPECA onboard

demonstrates an increasing shift among

businesses to explore innovative pathways

for a green transition in their operations.

These collaborations are essential as we

continue to promote SAF accessibility and

affordability at the pace needed to address

current climate challenges,” said Julian Neo,

Managing Director of DHL Express Malaysia

and Brunei.

¹ International Energy Agency, 12 July 2023.

‘Tracking Clean Energy Progress 2023’

How we engage

Across Senior, we continue our ongoing

dialogue with our customers, including at an

operating business, Division, Group and senior

management level. Our division-level Customer

Relationship Managers and Global Marketing

Teams, in place in Europe, the UK, and the USA,

interact with and support all levels of our largest

customers. This process ensures that we

monitor and understand the fundamental

dynamics impacting our businesses and their

end markets. Our ability to have regular and

cross-functional insights allows us to respond

appropriately when issues arise and to quickly

capitalise on opportunities across the whole

Group. These interactions provide the

information necessary for Senior to develop

strategies that link up with our customers’

advanced engineering teams to improve costs,

efficiency, and the achievement of their

sustainability goals, including the transition to

a low-carbon economy, their new competitive

offerings to the marketplace, and mutual

investments in research and technology.

Feedback is actively sought from our customers

via frequent interactions between our operating

business’s customer account and business

development teams. This involves monthly

reporting of activities and monitoring of

our Key Performance Indicators (KPI) and

customer scorecards across Senior’s operating

businesses. Whilst Senior regularly receives

customer awards for operational excellence,

in those cases where our performance falls

short of expectations, we actively engage with

the customer to agree improvement targets,

implementation schedules, resource dedication,

and executive involvement.

We continued to conduct regular senior

management meetings, including at CEO level,

with our major customers in 2024. These

interactions centred around ensuring

commercial terms reflect current day pricing,

supply chain and labour issues, operational

metrics, communications, growth strategies,

and market dynamics. These executive-level

meetings formed a vital part of our ongoing

relationship management and helped to clarify

and focus our mutual activities towards driving

success for both Senior and its customers.

Customers

STAKEHOLDER ENGAGEMENT CONTINUED

Outcome of engagement

Remaining close to both our Aerospace and

Flexonics customers has helped to position

Senior as a valued and trusted supply partner.

We have worked in collaboration with customers

to support their production and development

programmes to the maximum extent possible,

particularly in relation to clean energy solutions

and technology development.

Company actions responding

to engagement outcome

Management-level actions

Our close collaboration with customers on their

programme/market issues and opportunities

provides valuable insight to Senior, helping to

inform our future technology, product

development, and innovation investments and

activities. This partnership approach enables

Senior to remain a healthy, vibrant, and reliable

supplier in all the industries we operate in.

Board-level actions

Our Board receives detailed monthly updates

relating to customer activities, both current

programmes and new work we are bidding on.

During Board site visits detailed discussions take

place with operating business management

regarding the performance for our customers.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202442

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How we engage

We engage with our suppliers in a variety

of ways, including during tender and bid

processes, scheduled status updates, on-site

visits and audits where appropriate. Supply

chain constraints continued to ease in 2024

but the Group remained focused on managing

stubborn pockets of supply volatility caused by

material shortages and labour disruption through

bilateral, collaborative communication and close

co-ordination with suppliers regarding lead

times, demand changes, transportation options

and other sources of volatility. 2024 also

resulted in a moderation of inflation rates in

many of the regions in which the Group

operates and as a result, we recommenced

discussions with key suppliers regarding

potential cost reductions as part of our

ongoing strategic review of supplier price

competitiveness. The Executive Committee

continues to closely monitor the health and

performance of critical Group suppliers and

supports the operating businesses in their

engagement with suppliers where necessary.

In line with our Contract Review Policy, which

is mandatory for all operating businesses, we

continue to communicate the requirements of

the Group’s Sustainable Sourcing Policy to key

suppliers and provide feedback to our suppliers

on their performance and, where necessary,

will agree improvement action plans.

The Group also completes bi-annual reporting

pursuant to The Reporting on Payment

Practices and Performance Regulations (2017),

demonstrating our commitment to remain

a strong financial partner with our suppliers.

For Scope 3 Greenhouse Gas emissions, Senior

has a commitment that 82% of its suppliers by

spend, covering purchased goods and services

and capital goods, will have Science Based

Targets by 2025.

Outcome of engagement

During 2024, our collaboration with suppliers

enabled the operating businesses to continue

to mitigate residual supply chain volatility

through lead time management, order flexibility

and other cooperative solutions. We also

benefited from lower costs on certain material

and component inputs resulting from successful

price reduction negotiations with suppliers.

As part of CDP’s supply chain engagement

programme, we identified and engaged with

over 300 suppliers in 2024, reinforcing our

commitment to driving sustainability throughout

our value chain. Additionally, we initiated an

analysis of carbon reduction commitments

among suppliers not yet participating in the

CDP process.

Our combined efforts through CDP engagement

and ongoing analysis have so far revealed that 91

of our key suppliers have already set carbon

reduction targets. To support those yet to embark

on this journey, we have developed a simple

carbon target tool aligned with the principles of

science-based targets. This tool provides practical

guidance to help suppliers establish and

implement their carbon reduction goals.

Senior’s leadership in supplier engagement

has been recognised with the highest CDP

leadership status for supplier engagement in

both 2022 and 2023. Building on this foundation,

we will continue advancing this programme

in 2025, ensuring we drive impactful

and collaborative climate action across

our supply chain.

Company actions responding

to engagement outcome

Management-level actions

Supply chain challenges remained a principle

risk to the Group in 2024. The Aerospace supply

chain continued to stabilise, with the volume

of parts shortages and specific supply chain

challenges continuing to subside. Where supply

chain challenges persist, these challenges,

and actions to address them, continued to be

focal points during operating business reviews

and Executive Committee meetings throughout

the year.

We continued to engage with our largest

suppliers on our Scope 3 greenhouse gas

emission targets and regular updates are

provided to the Board on progress.

Board-level actions

The Board reviews the bi-annual reports for

our UK subsidiaries to monitor compliance

with negotiated vendor payment terms.

The Group Director of HSE & Sustainability

attended two Board meetings in 2024 and

provided an in-depth review on the progress

in engaging with suppliers in respect of the

Group’s Scope 3 targets. When necessary, the

Group CEO has actively intervened at executive

level with critical under-performing suppliers.

Suppliers

Engaged with over

key suppliers who have already

set carbon reduction targets

Launie Fleming

Aerospace Division Chief Executive

“We work hand in hand

with suppliers to ensure

high levels of operational

performance and

satisfaction for

our customers.”

Read more in the Risk & Uncertainties Section

on page 50 to 59

Read more in the Sustainability Section

on page 12 to 31

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 43

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• Management used the opportunity presented

by the Farnborough Air Show to also meet

with members of the investment community.

The Group Finance Director and Interim

Director of Investor Relations hosted

members of the investment community,

including shareholders and analysts at the

Group’s stand at the Air Show;

• the Group has also leveraged digital platforms

to keep our investors up-to-date including

using LinkedIn to cover a range of topics (from

contract wins to sustainability and our

technological capabilities).

Throughout the year we responded to

requests from investors and analysts for

further information and addressed any

questions or concerns.

The Group typically makes constructive use

of the Annual General Meeting (“AGM”) to

communicate with its private shareholders,

whose engagement we value. Held in April

2024, this forum provided private shareholders

with the opportunity to hear directly from the

Group Chief Executive Officer about the

performance of the business, to submit

questions to the Directors and to listen

to their responses.

Barbara Jeremiah, non-executive Director,

Senior Independent Director and Chair of the

Remuneration Committee, wrote to

shareholders regarding potential changes to the

Remuneration Policy and the LTIP rules at the

end of 2023. The LTIP rules were updated as

required every ten years, and the new rules

approved by shareholders at the AGM in April

2024. In addition, Barbara had a number of

conversations with major shareholders on

remuneration matters prior to the AGM and

speaks to them periodically throughout the

year in her role as SID and Chair of the

Remuneration Committee.

Outcome of engagement

• Positive engagement via the Investor

Relations function and management with

current and potential shareholders.

• Shareholders were kept fully informed of

the progress of the Group, market dynamics

and Group strategy through various

channels including in-person meetings,

investor site visits, and via social platforms

(i.e. website/LinkedIn).

• Maintained open channel of communications

with our shareholders on key topics such as

remuneration and targets.

• Focused engagement with both selected ESG

ratings providers and proxy advisory firms to

ensure shareholders viewing this information

have accurate and up-to-date insight.

• Engaging with shareholders post the Q3

Trading Update which highlighted short-term

but temporary headwinds to provide

reassurance of the Group’s position and

investment opportunity.

• Received better understanding of shareholder

expectations in respect of strategic decisions.

How we engage

In 2024, the Group continued, both through

the Executive Leadership team and certain

members of the Board including the Group

Chair, to engage with its shareholders

throughout the year. This was achieved using

a diverse and tailored range of channels and

collaterals, which are highlighted below.

Engagement with the Board grew in the year.

As is customary, the Group’s Chair attended the

full-year and interim results announcements in

March and August 2024 and undertook a series

of solo meetings with the largest shareholders

to receive feedback on Group strategy, capital

deployment and allocation, and Senior leadership

and management. Additionally, the newest

members of the Board, namely Joe Vorih and

Zoe Clements, met with the largest shareholders

for introductory meetings separately.

Below highlights the various ways the Group,

through its extensive Investor Relations

programme, engaged with shareholders

throughout the year:

• twice during the year following the

announcement of the full-year and interim

results, the Group Chief Executive Officer,

Group Finance Director and interim Director

of Investor Relations & Corporate

Communications (as the current Director was

away on maternity leave) engaged with our

major shareholders through a series of

face-to-face and virtual meetings (by video

conference or telephone conference call).

These meetings centred around the detailed

performance of the business, the Group’s

strategic focus on fluid conveyance and

thermal management capabilities and what

this means for the future composition and

portfolio of the business. These meetings

were used to confirm our understanding of

our shareholders’ views and address any

concerns they may have about the Group;

• in addition, we issued two market updates,

one in April and one in October (followed up

with a dial-in conference call session for our

analysts and investors). Furthermore, on each

occasion, we offered major shareholders the

opportunity of a follow-up call with the

Executive Leadership team and Group Chair;

• the Group organised one Group investor site

visit and two sole site visits during the year,

spanning across France and the East and

West coast of the US. The Group site visit

involved visiting two of our French operating

businesses: Ermeto and Calorstat. The

management teams of these operating

businesses hosted institutional shareholders

and sell-side analysts. The visit showcased

the fluid conveyance and thermal

management capabilities of the Group and the

practical applications of our highly engineered,

IP-rich, products. The two solo site visits

involved visiting our Senior Aerospace

Bartlett, Senior Metal Bellows and Senior

Flexonics Pathway, and our Senior Aerospace

Southern California and Senior Aerospace

Steico businesses;

Ian King | Chair

“In 2024, our extensive

engagement was key

to strengthening our

strong relationships

with our shareholders.”

Company actions responding

to engagement outcome

Management-level actions

During the course of 2024, engagement with

shareholders emphasised how focused they are

on the Group’s overall performance amid the

existing environment, and in particular, on its

strategic focus on fluid conveyance and thermal

management and what that brings from a

portfolio standpoint. In response to this, we

continued with our normal Investor Relations

engagement programme which included

management presentations, in-person meetings,

investor site visits and the use of social platforms.

Investors were able to gain reassurance and

clarity about Group strategy, understand the

strategic focus on fluid conveyance and thermal

management and gain a practical understanding

of our high-engineered IP-rich capabilities.

Board-level actions

As part of the reporting cycle, the Board gets

regular reports on the top 20 shareholders,

movements in the share register, share price

performance and engagement with investors

and analysts. These regular investor updates

included feedback on investor perceptions and

the financial-market environment. The feedback

is provided either directly from shareholders,

from the Group’s Investor Relations function

or from our corporate brokers, Jefferies and

Deutsche Numis. Updates from Group-level and

Board-level engagement with shareholders are

also provided to the Board as appropriate.

The Board discusses and considers issues with

management as part of its decision-making

process. It also takes the feedback received

into consideration when reaffirming decisions

on the Group’s overall strategy and continued

strategic focus.

Shareholders

STAKEHOLDER ENGAGEMENT CONTINUED

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Communities

How we engage

Senior takes its responsibility in relation to the

communities in which we operate seriously,

striving to nurture good relationships supporting

local community endeavours, and finding ways

to engage and make a positive contribution, as

well as providing employment. Examples of our

community engagement programmes include:

• Senior Aerospace Thailand (“SAT”) supports

a number of education focused initiatives and

in 2024 signed an MOU with the Suranaree

University of Technology. The aim of the

partnership is to inspire the next generation

of aerospace engineers. Our Thailand

operation also hosted a number of educational

focussed events, for example welcoming

students and teachers from a number of

universities, in particular to enable students

to gain insights into the opportunities to

progress careers in aerospace.

• For the last seven years Senior Flexonics GA

has been working with a local women’s

correctional facility on their Work Release

Program. The programme supports inmates

to transition out of prison by, in conjunction

with a local Community College, providing

training and employment at this critical time.

The participants benefit from an on-site CNC

machine training “bootcamp”. In addition, GA

works with a local college to provide job

shadowing to students with autism –

“Uniquely Abled Academy program”.

• As in previous years, Senior Flexonics India

identified a number of community projects

and charities they are going to support during

the year. In 2024, they installed a Reverse

Osmosis (RO) plant to provide access to safe

drinking water for pupils at a government

school for girls. The RO plant installed has a

capacity of 500 litres per hour.

• Senior Aerospace Weston continued their

successful partnership with the Barry Kilbride

Prostate Cancer Appeal by taking part in a

charity bike ride. A team of cyclists from

Weston completed over 200 miles in three

days and raised money for the charity

through sponsorship.

• Senior Flexonics Pathway collaborated

with other local businesses to provide

Thanksgiving turkeys to the South Texas

Vocational Technical Institute.

• Our Senior Flexonics Cape Town has

continued to support Lawrence House,

a home for orphaned boys and girls by

donating essential items such as clothing,

food and stationery. In addition, our Cape

Town employees worked with Grace Animal

Sanctuary and Faith Village, an organisation

that supports vulnerable children.

Outcome of engagement

• Senior Aerospace Thailand education

community partnerships have helped

promote aerospace and engineering as

a career by providing real life experiences

to develop, build and encourage the next

generation of aerospace innovators.

• The Work Release Program supported by

Senior Flexonics GA enables individuals

transitioning from prison to acquire new

skills, acclimatise to real world employer

expectations, earn and save some money

in order to become self-sufficient once

released from the correctional facility

and develop a work history. The work

shadowing opportunities provided by

GA for students with autism helps prepare

them for future employment.

• Through their charitable endeavours, Senior

Flexonics India ensures school students have

access to potable water, thereby fostering

better health and wellbeing.

• Senior Flexonics Pathway, through their

participation in the Thanksgiving event,

ensured that 593 students were able to enjoy

a hearty Thanksgiving meal. For some

students it will have been the only

Thanksgiving meal they received.

• Senior Aerospace Weston’s ongoing support

for the Barry Kilbride Prostate Cancer Appeal

enables them to continue to support men in

the local community and raise awareness of

the importance of men’s health issues.

• Senior Flexonics Cape Town and the generosity

of our employees has made a positive impact

on the lives of vulnerable and less fortunate

individuals in their local community by providing

food and essential items.

Company actions responding

to engagement outcome

Management-level actions

Our operating businesses continue to make

a positive contribution to the communities in

which we operate with many of our businesses

having committees to support such activities.

They do this by participating and supporting

local education establishments, contributing to

charities serving causes local to them, including

fundraising, supporting food banks, children’s

homes and education programmes, as well as,

providing support for employees’ families such

as flu vaccinations.

Board-level actions

The Board supports Senior’s community

activities and our commitment to making a

positive impact and creating a strong employer

brand. The Board receives updates regarding

community engagement in the Group HR

Director’s monthly Board reports.

Read more in the Social Section on page 26

Senior Aerospace Thailand welcomed students and teachers from Chiang Mai University.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 45

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INFORMATION

SECTION 172 STATEMENT

This section describes how the Directors have had

regard to the matters set out in Section 172 (1)(a) to (f)

when performing their duties under Section 172 of the

Companies Act 2006.

Section 172 disclosures

Section 172 of the Companies Act 2006 requires

a director of a company to act in the way that he

or she considers, in good faith, would most likely

promote the success of the company for the

benefit of its members as a whole. In doing so,

Section 172 requires directors to have regard to,

amongst other matters):

(a) the likely consequences of any decision in

the long-term;

(b) the interests of the Company’s employees;

relationships with suppliers, customers

and others;

(d) the impact of the Company’s operations

on the community and the environment;

(e) the desirability of the Company maintaining

a reputation for high standards of business

conduct; and

(f) the need to act fairly between members

of the Company.

We recognise that effective integration of

considerations outlined in Section 172 into

the Board decision-making ensures a broader

stakeholder-oriented approach and long-term

sustainability of the Company. Senior takes the

following steps to incorporate Section 172 into

the decision-making process by the Directors:

• Board training: all Board Directors receive

training on their legal duties, including those

under Section 172.

• Terms of Reference: Section 172

considerations are integrated into the

schedule of Matters Reserved for the

Board and the Terms of Reference

of all Board Committees.

• Board Meeting Papers: all Board meeting

packs start with a cover letter explicitly stating

Directors’ obligations under Section 172.

• Stakeholder Engagement: regular engagement

initiatives with Senior’s stakeholders, as

outlined on pages 40 to 45, provide the

Directors with valuable insights into their

expectations and concerns. These insights

help the Directors to better understand

the likely impact that certain decisions

or strategic options are likely to have on

various stakeholders.

(a) the likely consequences of any decision in the long-term

Our Purpose Page IFC

Our Business Model Pages 2 and 3

Senior’s Strategic Sustainability Pages 12 to 31

Our strategic priorities Pages 34 to 35

Dividends Page 67

Viability Statement Page 68

Annual Board Strategy Review Page 78

(b) the interests of the Company’s employees

Sustainability – Equality, Diversity and Inclusion Page 27

Sustainability – People and Culture Page 28

Sustainability – Employee Wellbeing Page 29

Stakeholder Engagement – Employees Page 41

customers and others

Our Technology and Product Development on the Road to Net Zero Pages 18 and 19

Stakeholder Engagement – Customers and Suppliers Pages 42 and 43

Modern Slavery www.seniorplc.com

Anti-bribery and corruption Page 79

(d) the impact of the Company’s operations on the community and the environment;

Sustainability – Environment Pages 14 to 17

TCFD Pages 20 to 22

Sustainability – Communities Page 30

Stakeholder Engagement – Communities Page 45

(e) the desirability of the Company maintaining a reputation for high standards

of business conduct

Sustainability – Governance Page 31

Culture and Values Pages 2 and 3

Whistle-blowing Page 80

Human Rights Page 80

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

Progressive Dividend Policy Page 67

Stakeholder Engagement – Shareholders Page 44

Investment Case Pages 32 and 33

AGM Page 89

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202446

STRATEGIC

REPORT

Capital Expenditure Request – Senior Flexonics Crumlin New Facility

At the start of 2024, the Board considered the proposal to relocate Senior Flexonics Crumlin (Crumlin) to a more suitable site

to support growth and better showcase its design and development capabilities. Crumlin offers expert design, development,

testing and manufacturing capabilities and is the Primary European Design and Development centre for thermal management,

fluid conveyance and flexible connectors, which merited its justification. As a result of recent successes in thermal management

products for EV markets, Crumlin had begun manufacturing battery thermal management plates and needed additional space

to allow further expansion.

S.172 Considerations

(a) the likely consequences of any

decision in the long-term

As part of its decision-making, the Board assessed such factors as the impact on the Group’s budget

and financial planning, the returns on investment, environmental impact, opportunities to leverage the

existing skills of the employees and the alignment with the Group’s long-term strategy.

The Board reviewed the proposal regarding the relocation of Crumlin to a new facility and deemed the

request represented significant future opportunities to accelerate the profitability of the operating

business and was equally in line with Senior’s strategic focus of highly engineered, IP-rich, fluid

conveyance and thermal management expertise and capabilities and its Purpose of helping engineer

the transition to a sustainable world for the benefit of all stakeholders.

(b) interests of Company’s employees The Board recognised the value of leveraging opportunities of the existing skills and future-proofing

the operating business.

Company’s suppliers, customers

and others

The Board considered the strategic requirements of Crumlin’s and the rest of the Flexonics Division’s

customers and the opportunities these presented for the Group.

(f) need to act fairly between members The Board was cognisant that the relocation of Crumlin was important in creating long-term value

for shareholders.

Outcome: The Board approved Crumlin’s relocation proposal and promoted cooperation between Crumlin and the rest of the Flexonics Division’s

operating businesses.

Double Materiality Assessment

During the year, the Company performed its first double materiality assessment, which evaluated Senior’s sustainability matters

from both financial and impact perspectives.

S.172 Considerations

(a) the likely consequences of any

decision in the long-term

The Board recognised the importance of identifying sustainability-related risks, impacts and

opportunities that can enhance decision-making, contributing to a more sustainable business model.

(b) interests of Company’s employees

A range of internal and external stakeholders were consulted as part of the DMA process, to ensure

the Company captured comprehensive points of view for a mix of geographies, business and market

expertise, as well as commercial relationships with Senior.

Company’s suppliers, customers and

others

(d) the impact of the Company’s operation

on the community and environment

(f) need to act fairly between members By incorporating sustainability considerations into the Company’s decision-making, we are future

proofing the business, making it more resilient in delivering long-term value.

Outcome: The Board reviewed and approved the list of material sustainability-related topics. The Company will use these insights to enhance its

sustainability strategy.

Examples of S.172 considerations in practice

This section provides some examples of the decisions taken or implemented by the Board in 2024. The Directors acknowledge that every decision

they make will not always result in a positive outcome for all of Senior’s stakeholders. However, by considering the Company’s Purpose, Vision and

Values, together with our strategic priorities and having a process in place for decision-making, we aim to ensure that our decisions are considered,

proportionate and balanced.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 47

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

0.0

0.2

0.4

0.6

0.8

1.0

1.2

1.4

1.6

1.8

2.0

2019 2023 20 242021 20222020

Total Recordable Injury Illness RateLost Time Injury Illness Rate

Number of Lost Time Injuries

0.44

1.69

0.32

1.09

1.17

0.32

0.38

0.93

0.63

0.32

0.63

0.19

KEY PERFORMANCE INDICATORS

The Group highlights five financial and two non-financial metrics

to measure progress in implementing its strategy.

Non-financial metrics

The Group’s non-financial objectives are

asfollows:

• to reduce the Lost Time Injury Illness

Rate (per 100 employees) to 0.3

by 2025; and

• to reduce the absolute Scope 1 and 2

Greenhouse Gas (“GHG”) emissions

by30% by 2025 (compared to 2018

baseyear).

The key performance indicators (“KPIs”)

aredetermined as follows:

• CO

emissions is an estimate of the

Group’s carbon dioxide emissions

in tonnesequivalent; and

• lost time injury illness frequency rate

is the number of OSHA (or equivalent)

recordable injury and illness cases

involving days away from work per

100 employees.

The Group’s approach to calculating and

reporting our GHG emissions follows the

GHG Protocol.

2024’s reporting has incorporated Scope 2

greenhouse gas emissions (associated

with electricity consumption) calculated

using both the Location and Market

Based methods.

The Scope 1 and 2 emissions Location

Based and Market Based (FY24) are

independently verified in accordance

with the International Standard on

Assurance Engagements ISAE 3410

(limited assurance).

In calculating GHG emissions, the Group

has used the financial control approach

under which a company accounts for 100%

of the GHG emissions from operations over

which it has control. This covers all wholly

owned operations and subsidiaries of the

Group for financial reporting purposes.

Senior is on track to meet our 2025 targets

for Scope 1 and 2 GHG emissions and lost

time injury illness rate. Further details

of the Group’s performance, including its

long-term performance trends, are shown

on pages 14 to 19. More detail on the

Methodology can be found on page 16.

Increased Decreased Unchanged

In 2024, our absolute Scope 1 and 2 Greenhouse Gas (“GHG”) emissions reduced

from 57,418 tCO

e (2018) to 38,238 tCO

e. We have met our SBTi 2025 target with

a 33.4% reduction against our 2018 base year.

We experienced a decrease in the Lost Time Injury and Illness Rate from 0.32 in 2023

to 0.19 in 2024. The Total Recordable Injury and Illness Rate remained stabe at 0.63.

Lost Time Injury Illness Rate

(incidents per 100 employees p.a.)

41% reduction

10000

20000

30000

40000

50000

60000

2018 2019 2023 20242021 20222020

Target Total tonnes CO

Scope 1 & 2 Market Based Emissions

56,99257,418

46,747

46,540

44,878

38,238

40,491

Carbon dioxide emissions Scope 1 and 2 (Market Based)

(Total tonnes CO

33.4% from 2018 base year

Scope 1 & 2 Market Based Emissions

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202448

STRATEGIC

REPORT

Financial metrics

The Group’s financial objectives for 2024

were as follows:

• to achieve revenue growth (at constant

exchange rates) in excess of the rate

of inflation;

• to increase the Group’s return on revenue

margin each year;

• to increase adjusted earnings per share

on an annual basis;

• to generate sufficient cash to enable the

Group to fund future growth and to follow

a progressive dividend policy; and

• to maintain an overall return on capital

employed in excess of the Group’s cost

of capital and to target a pre-tax return in

excess of 13.5% on a post IFRS 16 basis.

The KPIs are determined as follows:

• revenue growth is the rate of growth

of Group revenue, at constant

exchange rates;

• return on revenue margin is the

Group’s adjusted operating profit

divided by revenue;

• adjusted operating profit is defined

in Note 9;

• adjusted earnings per share is defined

in Note 12;

• net cash from operating activities is

available from the Consolidated Cash

Flow Statement; and

• return on capital employed is the Group’s

adjusted operating profit divided by the

average of the capital employed at the

start and end of the period, capital

employed being total equity plus net

debt (defined in Note 31c).

The Group’s financial objectives for 2025

will be aligned to the new medium-term

financial targets as noted on page 33.

Increased Decreased Unchanged

Revenue growth

(£m)

+4.2%

Net cash from operating activities

(£m)

+19.3%

977.1

1,102

938.0

41.4

49.4

As discussed in the Group Chief Executive

Officer’s Statement, the year-on-year

increase was a result of growth in the

Aerospace Division and an anticipated

reduction in the Flexonics Division. The

impact on the Divisions is set out in the

Divisional Reviews, on pages 60 to 62.

The Group generated net cash from operating

activities of £49.4m, which funded gross

capital expenditure of £43.2m in 2024.

The year-on-year increase was driven by

more effective management of working

capital and increased operating profit.

Return on revenue margin

(%)

Nil bps

Return on capital employed

(%)

-30 bps

4.8

7.1

6.8

The Group’s adjusted operating margin

of 4.8% for the full year was in line with

2023, and on a constant currency basis it

increased by 10 basis points. This reflected

the benefits from higher prices, operational

efficiencies and higher Aerospace

volumes, offsetting the impact of lower

volumes in Flexonics.

Return on capital employed (“ROCE”)

decreased to 6.8%. The decrease in ROCE

was mainly a result of higher inventory and

investment in growth not yet fully offset by

the growth in profit, which was impacted by

near-term temporary customer led headwinds.

Adjusted earnings per share

(pence)

-30.3%

7.17

10.28

The year-on-year decrease of 3.11 pence

includes the non-repeat benefit in 2023

of 2.54 pence from the release of the

provision for uncertain tax position.

The decrease also reflects the impact of

higher underlying interest and tax costs.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 49

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

RISKS AND UNCERTAINTIES

Our approach to risk management

Identifying and effectively managing risks is

essential to the achievement of the Group’s

strategic priorities and supporting the Group’s

Purpose and sustainability initiatives.

The Group’s Business Model is described on

pages 2 and 3, our strategic priorities are on

pages 34 and 35, our Purpose is described

on the inside front cover and Sustainability

starts on page 12.

The Board is responsible for the Group’s

integrated risk and assurance framework,

ensuring that the Group’s risk process and

systems of internal control are robust,

continuously monitored and evolve to address

changing business conditions and threats. The

Board also provides direction and sets the tone

on the importance of risk management.

Responsibility for the monitoring and review of

the effectiveness of the Group’s risk and

assurance framework has been delegated by

the Board to the Audit Committee. The risk

process is reviewed and agreed annually with

the Audit Committee. The Director of Risk and

Assurance delivers a comprehensive report on

risk, assurance and various compliance activities

at each Audit Committee meeting and presents

to the Board twice a year.

The Group embeds risk management within its

existing business processes across all levels

within the Group. Risk tolerance is reflected

throughout our control framework by way of the

Group’s Delegation of Authority, Code of

Conduct and internal controls system. The

Group’s principal risk register is derived from a

catalogue of approximately 50 identified risks

encompassing strategic, financial, operational,

environmental and other external risks. This

catalogue of identified risks serves as the

foundation for comprehensive risk assessments

completed by every operating business and by

the Executive Committee as part of the annual

strategic planning process. The risk

assessments also consider emerging risks as

detected through internal activities and external

sources. Emerging risks are risks which may

develop but have a greater uncertainty attached

to them in terms of likelihood, timing and

velocity. Emerging risks are monitored and

formally added to our identified risk catalogue

when the risk solidifies within the Group’s

strategic planning horizon.

The Group also conducts functional risk

assessments, targeting areas such as fraud,

tax evasion facilitation and sustainability,

which encompasses environmental, social and

governance elements. The risk assessment

specific to sustainability follows a double

materiality assessment approach which

incorporates feedback from internal and external

stakeholders and considers the financial impacts

of sustainability topics on the Group as well as

the impacts from the Group on people and the

planet. The sustainability double materiality risk

assessment process considers multiple time

horizons and applies scenario analysis to the

most material climate-related transition and

physical risks. Sustainability-related risks are

also considered as part of the overall Group risk

assessment completed during the annual

strategic planning process and rank within the

Group’s principal risks.

During the risk assessment process, all risks

in the identified risk catalogue are evaluated

against our Purpose, strategy and Values to

understand their likelihood and impact of

occurrence, with those risks deemed as

significant forming our register of principal risks.

Once the principal risks have been identified,

mitigating controls and relevant policies are

documented and additional mitigating actions

are developed where appropriate. An owner

and due date are assigned to each action

and progress towards completion is closely

monitored. The operating business risk registers

are refreshed regularly and reviewed by

Divisional Management and the Executive

Committee. The Executive Committee conducts

its risk assessment twice a year and principal

risks are discussed at each Executive

Committee meeting. All principal risks are

assessed for our financial viability scenarios to

see if they could have a material financial impact

individually or if they materialised together.

The Board performs robust, semi-annual

assessments of the principal and emerging risks

facing the Group. In addition, the Board regularly

assesses outputs from the integrated risk and

assurance framework and takes comfort from

the “three lines of defence” risk assurance

model. The first line represents operational

management who own and manage risk on

a day-to-day basis through effective internal

controls. The Group Executive Committee and

Divisional Management monitor and oversee

these activities, representing governance and

compliance as the second line.

Amy Legenza | Group Director of Risk

and Assurance

“Our comprehensive risk

management framework

helps the Group navigate

the constantly evolving

business environment.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202450

STRATEGIC

REPORT

Our approach to risk management

The third line is the independent assurance over

these activities provided by internal and other

external assurance. The internal assurance

programme includes a combination of broad

scope internal audits, evaluating financial,

information technology and security, human

resources, governance and other controls,

plus limited scope thematic reviews designed

to provide assurance over targeted risk areas.

Internal audits are conducted either in person

or virtually, with all Group businesses audited

on a multi-year rotational schedule based on

a variety of factors, including site-specific risks,

prior audit results and changes within local

management. Thematic reviews are deployed

across the entirety or a cross section of the

Group dependent on the risk being targeted.

In addition, all Group businesses must complete

a comprehensive annual Controls Self-

Assessment, allowing the Group to identify

and address gaps in compliance with the

Group’s governance policies and internal

control standards. Divisional Management,

the Executive Committee and the Audit

Committee monitor the completion progress

of improvement actions resulting from internal

audits, thematic reviews and the Controls

Self-Assessment.

The key elements of the Senior risk

management process are shown on the

following page.

During 2024, the Group carried out

assessments of the principal risks and

uncertainties that could threaten the Group’s

Business Model or achievement of its strategic

priorities. The risk assessments included

consideration of emerging risks (as defined

on page 50) which for 2024 included potential

risks to the Group from employment trends

and the anticipated cost and resource pressures

resulting from ever-expanding compliance

and governance reporting requirements.

As a result of the risk assessments, Inflation

and Pandemic have been removed from the

Group’s principal risks. Rates of inflation

moderated considerably in 2024, driven by

further stabilisation of energy prices and supply

chains during the year, but the Group continues

to closely monitor and actively manage trailing

inflationary impacts. Additional information

regarding our ongoing inflation mitigation

activities can be found within our Programme

Management risk on page 57 and our Financing

and Liquidity risk on page 59.

With regards to Pandemic, 2024 saw further

easing of COVID-19 restrictions as the US, UK

and other countries continued to significantly

reduce or completely eliminate testing and

isolation guidelines. The Group remains vigilant

to the potential impacts of a resurgence of the

COVID-19 pandemic or a manifestation of a

completely new regional or global pandemic.

Risk and assurance highlights

Introduced improvements to the

Controls Self-Assessment process

to provide enhanced assurance over

a selection of key controls

Completed 21 internal assurance

audits and assessments, including nine

broad scope internal controls audits,

nine information security assessments

and three trade compliance “deep

dive” assessments; the 2025 plan

includes an additional 19 internal audits

and assessments across the Group

Launched the next phase of

enhancements to the Group’s internal

control framework to drive progress on

the Group’s response activities to the

UK Government’s audit and corporate

governance reform framework

Completed an internal quality review

of the Group’s internal audit function

against the relevant internal auditing

standards and code of ethics

Adopted a double materiality risk

assessment process for sustainability-

related risks aligned to the European

Sustainability Reporting Standards

Enhanced the Group’s fraud prevention

framework by formalising the Group’s

fraud prevention commitment and

procedures via a Fraud Policy

incorporated into the Group’s

Corporate Framework. Our Sustainable

Sourcing Policy and Code of Conduct

were also refreshed in 2024.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 51

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

The Board

• Has overall responsibility for ensuring

the Group’s risk management process

and systems of internal controls are robust

and continually monitored

• Establishes the Group’s Purpose, Values

and strategy and defines the Group’s risk

tolerance and culture

• Monitors the nature, extent and management

of risk exposure for the Group’s principal and

emerging risks

• Provides direction and sets the tone on

the importance of risk management

and internal controls

Audit

Committee

• Supports the Board in monitoring risk exposure

in line with its Terms of Reference

• Reviews the effectiveness of the Group’s risk

management and internal control systems

and reports to the Board for consideration

Executive

Committee

and

Divisional

Management

• Development and implementation

of strategy, operational plans, policies,

procedures and budgets

• Monitoring of operating and financial

performance including prioritisation

and allocation of resources

• Assessment, control and mitigation

of risk – including emerging risks

Group

Corporate

Functions

• Lead and co-ordinate the Group’s risk

and control-related processes

• Assess and support the Group in mitigating the

Group’s risks through policies and procedures,

control self-assessments, specialist support,

business reviews and other activities

Operating

Businesses

• Operating businesses identify, assess

and mitigate their key risks

• Risk assessments are reviewed and

discussed by Divisional Management

and the Executive Committee

Identify risks

The risks to the achievement of the Group’s strategic

priorities are identified from a top-down and bottom-up

perspective. Existing and emerging risks are considered.

Evaluate gross (inherent) risks

The gross level of risk, considering impact and likelihood,

to the achievement of the strategic priorities is assessed.

Identify existing controls and processes

The existing controls and processes which mitigate the

risks are identified and assessed for adequacy.

Risk response planning

Based on the controls and processes already in place, the

net (residual) risk from an impact and likelihood perspective

is evaluated. Where the net risk is considered to be higher

than the Group’s tolerance level for that risk, additional

mitigating actions are identified and owners assigned.

Monitor and assure

The most significant risks are closely monitored. Second

line assurance and internal audit activity is conducted to

assess whether key controls are effective and risks are

mitigated to an acceptable level. Timely implementation

of resulting actions is monitored.

Risk reporting and review

The status of the most significant risks, top down and

bottom up, are regularly reviewed to ensure any changes

to the risk profile are captured and acted upon. The

consolidated risk, assurance and control position is

reported to the Audit Committee and the Board.

Key responsibilities within

the risk management strategy

Senior’s risk management process

RISKS AND UNCERTAINTIES CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202452

STRATEGIC

REPORT

RISK DEFINITIONS

Strategic

1 Geopolitical and Economic Impact

2 Implementation of Strategy

3 Climate Change

4 Innovation and Technological Change

Operational

5 Cyber/Information Security

6 Customer Disruption

7 Supply Chain Challenges

8 Programme Management

9 Price-down Pressures

People and Culture

10 Talent and Skills

Financial

11 Financing and Liquidity

Compliance

12 Corporate Governance Breach

Impact of Occurrence

Likelihood of Occurrence

Low

High

Low

High

Increased Residual Risk Decreased Residual Risk

Residual Risk Unchanged

Risk heat map

(Residual risk after mitigations)

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 53

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Principal Group risks

Strategic

Geopolitical and economic impact

Principal Risk

Changes in critical trade relations factors, such as tariffs, sanctions and exchange

rates, resulting from geopolitical events have raised concerns over the future

impacts on international trade, including export revenues, material availability and

cost and the ability to employ foreign nationals. Increases in consumer product

costs resulting from trade relations factors could impact demand for those

products. Shifts in political regimes and government spending programmes can

lead to higher taxation and have an impact on earnings.

There is a risk that there will be a global economic downturn impacting some

or all of the sectors within which the Group operates.

How we manage it

Divisional Management and the Executive Committee closely monitor

economic and geopolitical trends that may impact the operating businesses

through regular business reviews. Contingency planning is undertaken to

minimise operational disruption where necessary.

The Group employs tax, treasury and trade compliance specialists who

maintain the Group’s trade-related compliance programmes and continually

monitor the impacts of evolving trade relations from regulatory, supply chain,

people and financial perspectives.

The Group responds to potential margin impacts resulting from trade relations

factors through leveraging contractual protection measures and actively

engaging in impact mitigation dialogue with suppliers and customers.

The Board ensures that it is kept informed of significant trade developments in

order to assess the impact on the Group and take action as appropriate.

The Group’s Treasury Committee closely monitors potential changes to

international tax and treasury regulations and tariff programmes to understand

the likely impacts on the Group.

Focus in 2024

While supply chain constraints and inflationary pressures continued to ease

in 2024, shifts in the political climate in various countries have increased

uncertainties around tariffs, taxes and other trade relations factors. We are

carefully monitoring all tariff, tax and trade relations actions that present the

greatest possibility of adverse impacts on the Group, particularly the escalation

of tariff activities between the US, Canada, Mexico, EU and China. The

development of adaptable mitigation plans is underway and response actions

include enhancement of our team of trade compliance specialists, recovery

of additional tariff costs from customers, where appropriate, and evaluating

opportunities to transition supply sources to more favourable locations.

Strategic

Implementation of strategy

Principal Risk

An inability to implement the Group’s strategy and/or effectively manage the

Group’s portfolio could have a significant impact on the Group’s ability to

generate long-term value for shareholders.

Ambiguity surrounding the Group’s strategy and strategic priorities may result

in investors failing to recognise the value of the Group’s investment case.

How we manage it

The Group regularly reviews its strategy and portfolio to maximise long-term

shareholder value. Where appropriate, divestments will be considered.

The Group has a well-documented M&A framework that includes proven

research analysis, a committee that evaluates opportunities against a wide

variety of strategic, financial, operational and cultural criteria, transaction

engagement, management and due diligence processes and post-acquisition

integration procedures designed to be efficiently executed by an experienced

cross-functional team.

A comprehensive process for efficiently completing strategic divestments has

been successfully deployed with past divestments.

Post-acquisition/divestment reviews are conducted, as appropriate,

to demonstrate accountability to the Board and analyse lessons learned.

Additional information about projects that support expansion of our current

businesses and products can be found starting on page 36.

The Group has an adaptable response framework to ensure sufficient focus

remains on the Group’s core strategic priorities during critical operational,

strategic and financial challenges.

Focus in 2024

The Executive Committee and Board carried out annual assessments of our

strategic objectives, end markets, capabilities and technologies and determined

that the Group is well positioned to deliver its strategy and continue the transition

through the evolving Net Zero world. The Group continues to focus on:

• refining our portfolio with a focus on creating a higher margin business with

more engineered design content across our product range;

• investment in new technology and product development in our core markets

with an emphasis on fluid conveyance, thermal management and expansion

of our additive manufacturing capabilities;

• supporting our customers’ transition towards a lower-carbon future by

developing innovative new product offerings while continuing to deliver

better designed, lighter and more efficient conventional products;

• expanding our presence in markets with attractive structural growth potential

through leveraging our expertise in our traditional core markets; and

• liquidity and effective cash management to support growth.

The sale process of Aerostructures is now at an advanced stage.

The principal potential risks

and uncertainties, together

with actions that are being

taken to mitigate each

risk, are:

Increased residual risk

Decreased residual risk

Residual risk unchanged

Areas of strategic priorities

Business model

Focus on growth

High performance

operating model

Competitive cost countries

Capital deployment

Talent and development

Key Performance Indicators

Revenue Growth

Return on Revenue Margin

Adjusted Earnings per Share

Net Cash from

Operating Activities

Return on Capital Employed

Carbon Dioxide Emissions

Lost Time Injury Illness Rate

All of the Group’s principal

risks are factored into the

severe but plausible downside

scenario applied in the Group’s

viability assessment as

described on page 68.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202454

STRATEGIC

REPORT

Strategic

Climate change

Principal Risk

There is a risk that climate change and/or the measures taken to address it may

have an adverse impact on the Group. Climate change may result in extreme

weather events that may impact our ability, or that of a supplier, to meet our

customers’ requirements.

Our customers’ products may evolve to require new technology, such as

electrification. This also presents an opportunity for the Group to be involved

in replacement technologies.

Increasing legislation aimed at accelerating decarbonisation may increase our

operating costs. It may also change consumer behaviours impacting on our end

markets. For example, consumers may fly less often.

How we manage it

To mitigate the impact of catastrophic events, such as an extreme weather

event, each site has a scenario-based Business Continuity Plan which is tested

on an annual basis. The Group also has insurance which helps to protect profits

in such situations.

The Group continues to invest in and develop solutions relevant to changing end

markets. Examples include battery cooling, waste heat recovery, heat sink in

hybrid car technologies and additive manufacturing solutions for aerospace.

Climate change risks and opportunities are assessed annually by a multi-

disciplinary team as part of the Group’s sustainability-related double materiality

risk assessment. Additional information regarding this assessment can be

found starting on page 12.

The Group’s SBTi-approved emissions reductions targets covering GHG

emissions from the Group’s operating businesses are consistent with reductions

required to limit climate warming to 1.5°C and are aligned with Net Zero as

Near-Term and Overall Targets. SBTi has approved the following targets:

• Overall Net Zero Target – The Group commits to reach Net Zero GHG

emissions across its value chain by 2040 from a 2018 base year;

• Near-Term Targets – We commit to reduce our absolute Scope 1 and 2 GHG

emissions by 30% by 2025 compared to a 2018 base year and for Scope 3

GHG emissions, the Group also commits that 82% of its suppliers by spend,

covering purchased goods and services and capital goods, will have

science-based targets by 2025; and

• Long-Term Targets – The Group commits to reduce absolute Scope 1, 2

and 3 GHG emissions 90% by 2040 from a 2018 base year.

The Group Corporate Framework includes a Sustainable Sourcing Policy

mandating key suppliers adhere to the Group’s Sustainable Sourcing Standards,

which include environmental management requirements such as Near-Term

Scope 1 and Scope 2 GHG emission targets and pollution, waste and wastewater

management systems. Ninety-one of our key suppliers already have carbon

reduction targets and we continue to work with remaining suppliers.

Focus in 2024

Information regarding TCFD and Sustainability, including progress against

near-term science-based targets, our CDP ratings and awards, supplier

engagement and how the Group is leveraging our technology and product

development to drive progress towards Net Zero can be found starting on

page 14.

A non-financial performance target related to Scope 1 and 2 carbon emissions

reductions was added to the Senior Management annual bonus targets for 2024.

The Group received a Low Carbon Supplier competition award from Safran,

a major aerospace customer, in recognition of our leading commitment

to decarbonisation.

As detailed on pages 12 and 13, the Group’s climate change risk and

opportunity assessment programme was modified to adopt a double

materiality risk assessment approach.

Strategic

Innovation and technological change

Principal Risk

The Group must innovate in order to continue to win new business and achieve

profitable growth. There is a risk that the Group does not continue to innovate

and implement technological change, resulting in its technology and/or

products becoming uncompetitive, less desirable or obsolete.

New technologies may have an impact on the Group’s markets, for example

electric vehicles and hydrogen aircraft.

How we manage it

The Group develops products to support the move to low-carbon technologies

and sustainability in the land vehicle, industrial and aerospace markets.

The Group has identified specific technology themes and focus areas that

inform the product life cycle and technology development roadmaps across

both the Aerospace and Flexonics Divisions. The Group also has a Technology

Council which meets regularly to discuss innovation and technological changes

across our various businesses and markets.

The Group invests in two enabling technologies which underpin our product

development activity across all market sectors: Additive Manufacturing (“AM”)

and Digitisation. Our Advanced Additive Manufacturing Centre (“AAMC”)

continues to maintain and add various industry-leading AM process

certifications. The AAMC team continues to improve its design capability

to re-engineer existing product designs via AM to deliver significant weight

savings and performance enhancements.

Global Marketing Teams for each technology focus area co-ordinate

development activities across various operating businesses to ensure that

customer requirements and industry trends are addressed.

The Group invests in machining and fabrication technology enhancements

to improve process efficiency and reduce cost.

The Senior Operating System delivers best practice tools for innovation

and product development across the Group.

The Technology section, starting on page 36, details the Group’s technology

themes and product development case studies.

Focus in 2024

In 2024, the Group maintained focus on five specific Technology Focus areas –

Hydrogen, Electrification, Heat Exchanger development, Additive Manufacturing

and Digitisation. We continue to invest in new product development and

emerging technologies within these focus areas, including significant progress on:

• the use of high-pressure hoses in hydrogen production, clean energy and

semiconductor markets;

• delivering the first of a series of advanced expansion joints to support

100MW electrolyser hydrogen production;

• demonstrating internally and validating with customers the applicability

of a broad range of products to support Sustainable Aviation Fuel (SAF);

• developing vacuum jacketed hosing for cryogenic fluid conveyance of liquids

and gases through successful collaboration between the engineering

communities of several Senior operating businesses;

• collaboration with several Urban Air Mobility and eVTOL companies to enhance

thermal management and low-pressure fluid conveyance in their products;

• proving the viability of AM for critical heat exchanger components in

conjunction with a major aero-engine manufacturer; and

• analysing the potential benefits of using artificial intelligence (AI) within our

operating businesses to explore how we can improve the operational

efficiency of the complex quality assurance processes necessary for high

accuracy engineering techniques.

In 2024, we continued our successful Innovation Competition, inviting our

operating businesses to submit innovation projects focused on process

technology, new products or environmental cost savings for judging and

recognition. The 2024 winner was focused on the use of laser welding for

thermal cooling plates in electrification applications. The number and quality

of entries in the competition increases with each year.

The Group remains focused on sustainability as a driver for new product

development and market expansion through leveraging existing capabilities,

expertise and products in thermal management and fluid conveyance into new

adjacent markets such as space, marine, advanced nuclear and hydrogen.

Additional detail can be found on pages 18 and 19.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 55

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Operational

Customer disruption

Principal Risk

Supply chain constraints, labour shortages and other operational disruptions

may leave customers unable to meet current sales commitments and/or

respond to increases in market demands. As a result, there is a risk that

customers do not honour firm order schedules, delay programme ramp-up

and/or postpone new programmes.

How we manage it

The Group has fostered long-lasting and cooperative relationships across its

customer base.

In furtherance to its strategic priorities, the Group actively seeks to grow the

business through diversification of its customer base and new product innovation.

The Group closely monitors market trends and developments through in-house

market research analysis.

There is a Group Contract Review Policy which is mandatory for all operating

businesses and requires comprehensive financial modelling and sensitivity

analysis of contractual terms and assumptions.

Focus in 2024

2024 presented additional headwinds from some of the Group’s key aerospace

customers who continue to wrestle with operational challenges. The Group is

carefully monitoring the impacts resulting from demand and build rate variability,

heightened scrutiny of quality and safety conformance, imbalance of supply

between different parts of customer programmes, labour disruption and the

potential for disturbances resulting from merger and acquisition activity.

In 2024, the Group continued to focus on:

• collaborating with our customers to understand their demand variability

and potential schedule changes in order to agree acceptable build schedules

and other solutions to mitigate the impacts of sales demand fluctuations on

the Group;

• diligently managing supply chain challenges to meet our product delivery

objectives in support of customer operations;

• adapting staffing levels in response to programme fluctuations while

maintaining a focus on planning for anticipated long-term labour and skills

requirements; and

• continuing to identify overhead reductions through cost containment

initiatives and efficiency improvements where possible.

Operational

Cyber/information security

Principal Risk

The risk that the Group is subjected to external threats from malware, hackers

or other malicious actors, potentially causing critical or sensitive data to be lost,

corrupted, made inaccessible, or accessed by unauthorised users, resulting in

the potential for business disruption and financial and/or reputational loss.

The cyber threat landscape is continually evolving, with threat actors

developing, implementing and incorporating new methods and tools, including

artificial intelligence (“AI”), to identify and exploit gaps in Information Security

(“IS”) defences. In addition, alternate work arrangements, such as remote

working or hybrid schedules, are now common in today’s office environment

and can increase IS risks.

How we manage it

The Group has a rolling three-year strategic roadmap focused on continual

improvement in people, process and technology. The roadmap accounts for

the dynamic nature of the cyber threat landscape and builds on our layered

security defence model consisting of preventative, detective and responsive

technical controls.

IS risk is closely monitored by the Board via regular updates from the Group

IS team and the Director of Risk and Assurance.

The Group has dedicated IS capability in place with a wide range of proactive

and reactive security controls, including up-to-date antivirus capability across

our operating businesses and network and system monitoring to identify

vulnerabilities and potential threats.

A multi-year rotational IS assurance review programme is in place to assess

and enhance compliance with established IS controls, policies and procedures.

IS controls are also confirmed via the annual Controls Self-Assessment.

Vulnerability metrics have been developed and are actively reviewed by

Divisional Management and the Executive Committee.

The Group has a risk management framework specific to Information

Technology (“IT”)/IS.

With our decentralised Business Model, each operating business deploys a

suite of protection and monitoring services, including endpoint detection and

response, vulnerability management and cyber threat intelligence. These are

fully monitored by our centralised Group IS team to ensure consistency,

continuity and rapid remediation.

Technology-led security controls are further supported by a clear and

documented series of policies, standards and playbooks.

Employees receive annual awareness training on cyber-related issues

and the Group maintains a cyber-awareness campaign to alert employees

to cyber threats.

A near miss and incident reporting process is deployed across the Group

to alert IT/IS teams of immediate cyber threats.

Focus in 2024

The Group remains committed to full compliance to our IT/IS policies and

diligent monitoring of the IS environment. 2024 actions included:

• implemented quarterly IT/IS collaboration meetings between Group IS

and operating business leadership and IT/IS teams;

• continued to seek independent accreditation against external security

frameworks, including achieving accreditation under the National Cyber

Security Centre’s (NCSC) Cyber Essentials scheme for five of the Group’s

UK-based operating businesses and Trusted Information Security

Assessment eXchange (TISAX) accreditation for the Group’s Cape Town

location;

• conducted targeted cyber security awareness and culture training for site,

Division and Executive leadership;

• launched development of technical skills training and certification programme

for IT/IS teams;

• issued Group-wide guidance over the acceptable use of AI and conducted

AI awareness training for relevant employees; and

• being elected for membership to NCSC Trust Group for Manufacturing

and Engineering.

PRINCIPAL GROUP RISKS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202456

STRATEGIC

REPORT

Operational

Supply chain challenges

Principal Risk

Suppliers may be unable or unwilling to respond to increases or decreases in

demand due to operational and other issues such as quality concerns, labour

disruption or trade relations factors. This may impact our ability to supply our

customers, operate efficiently and/or optimise inventory held.

Critical materials or components may become temporarily or permanently

unavailable, leading to an inability to meet production commitments.

Supply chain disruption can lead to higher volatility in delivery schedules as

customers adjust demand to protect their production capabilities. This may

challenge the Group’s ability to meet customer schedule, quality and cost

requirements, resulting in potential delays, penalties and cost overruns.

In extreme cases some suppliers may face financial difficulties and go out

of business.

How we manage it

The Group closely monitors the resources required to deliver customer demand

and the resilience of our supply chain. Where supply chain challenges occur, we

work closely with customers and suppliers to resolve those issues, including

reducing over-reliance on individual suppliers, where possible.

The Group has deployed the Senior Operating System to provide operating

businesses with a toolkit to optimise the use of lean and continuous

improvement techniques, supplier management and other operational best

practice processes.

Operating businesses are required to maintain strong internal controls over

supplier management from new supplier selection to performance monitoring

and management of existing suppliers.

Our core Values (see page 2) emphasise operating with integrity and respect,

which allows the Group to cultivate strong, long-term relationships with

critical suppliers.

Focus in 2024

Our supply chain continued to stabilise during 2024, but supply interruptions

persist in certain markets and industries. As a result, the Group continues to

face protracted delivery lead times and operational disruption in affected

programmes stemming from material and shipping media shortages, quality

issues in incoming materials and components and labour disruption in key

suppliers. We also continue to closely monitor the potential for supply

disruption resulting from the ongoing conflicts in Ukraine and the Middle East.

The Group has maintained the initiatives previously deployed to mitigate the

impacts of supply chain challenges, including:

• spotlighting ongoing supply chain challenges in operating business reviews

and Executive Committee meetings to ensure the challenges are being

effectively addressed;

• maintaining close and frequent communication with customers regarding

delivery schedules, issues with directed supply sources, the need to qualify

additional supply sources, options for alternate materials or components and

potential incremental costs to mitigate supply chain disruptions;

• working with suppliers to manage lead times and maximise the benefits

from long-term supply agreements, where applicable;

• holding appropriate levels of safety stock, where necessary, to ensure a

consistent flow of materials and/or components for production;

• leveraging supplier relationships across the Group to identify alternate supply

sources and opportunities to streamline or consolidate supply requirements;

and

• applying the Senior Operating System and our engineering expertise to

generate innovative solutions to supply chain challenges.

Operational

Programme management

Principal Risk

The ability to introduce new products in line with customer requirements and to

respond appropriately to increases or decreases in demand thereafter is key to

achieving the Group’s strategic objectives.

There is a risk that the Group is unable to respond quickly enough to changes

in demand, potentially resulting in excess inventory and/or an inability to meet

schedule and cost requirements resulting in delays, penalties, cost overruns or

asset write-downs.

Supply chain disruptions, higher material costs, rising energy prices and labour

shortages could result in a reduction of earnings from existing programmes if

the Group is unable to secure mitigating price adjustments from customers.

Higher production costs resulting from inflationary pressures can also reduce

our ability to remain cost competitive.

Changes across a variety of production requirements, such as fluctuations

in material supplies, volatility in customer ordering and employee retention

and training, may challenge the Group’s ability to maintain programme

quality specifications, leading to the potential for higher costs to maintain

and/or demonstrate compliance with quality requirements or greater risk

of product defects.

How we manage it

The Group is experienced in bidding and launching new products. Formal New

Product Introduction (“NPI”) processes, such as Advanced Product Quality

Planning (“APQP”) are in use across our operating businesses.

There is a Group Contract Review Policy which is mandatory for all operating

businesses and requires comprehensive financial modelling and sensitivity

analysis of contractual terms and assumptions.

The Senior Operating System maintains a strong focus on lean manufacturing,

continuous improvement, labour efficiency and cost reduction initiatives.

NPI programmes are subject to regular review by Divisional and Group

management to ensure that schedule, cost or quality issues are identified

and dealt with promptly.

The Group monitors market and customer data so that we can be prepared

to respond to changing market dynamics.

A variety of tools are deployed throughout the Group to prevent, detect and

manage quality issues, including supplier audits, comprehensive quality

management systems, internal quality audits, Gemba walks and documented

root cause analysis.

Focus in 2024

While inflationary pressures eased considerably in 2024, other programme

management challenges persisted during 2024 driven by lingering pockets of

supply chain constraints and labour availability issues, regionalised wage

inflation and an increase in demand fluctuations caused by customer disruption.

In response, the Group maintained its focus on:

• spotlighting key programme management issues in operating business

reviews and Executive Committee meetings to ensure issues receive

adequate resourcing and action;

• continuing to work with our customers to ensure that, wherever possible,

orders within firm windows can be delivered;

• working with our suppliers and managing inventory to balance inventory

levels where there are delays in firm orders and/or ensure adequate supply

to meet production demands;

• continuing to engage with customers to secure price increases, delay

contractual price decreases and/or pass through higher production costs to

mitigate the impact on Group margins where inflationary pressures persist;

• qualifying additional supply sources or options for alternate materials or

components at potential incremental costs to mitigate supply chain disruptions;

• maintaining flexible labour resource plans to adapt to variations in demand

and production schedules;

• driving labour and overhead cost reductions through efficiency

improvements where possible; and

• responding to the ongoing, elevated level of new requests for quotation.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 57

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Operational

Price-down pressures

Principal Risk

Customer pricing pressure is an ongoing challenge within our industries, driven

by the expectations of airlines, land vehicle operators and governments seeking

to purchase more competitively priced products in the future. This may put

some pressure on the Group’s future operating margins.

How we manage it

The Group works closely with its customers to find innovative ways to produce

products at a lower cost, thus helping customers meet pricing challenges.

The Group is able to consider bundles of products that in total help meet

customer pricing challenges.

Where appropriate, the Group will actively pass work to some of its cost

competitive facilities, such as Mexico, Thailand, the Czech Republic,

South Africa, India, China and Malaysia, with a view to helping satisfy

customer challenges.

There is a Group Contract Review Policy which is mandatory for all operating

businesses and requires comprehensive financial modelling and sensitivity

analysis of contractual terms and assumptions.

Focus in 2024

As supply challenges and inflationary pressures stabilise, customers are

gradually shifting focus from containing supplier cost increases to initiating cost

reduction discussions with their supply base. In 2024, the Group continued its

focus on:

• our pragmatic and adaptable pricing response framework enabled the Group

to secure favourable re-pricing across several key contracts during the year;

• working in partnership with customers to support their priorities within the

contractual terms of existing agreements;

• balancing supplier capabilities and customer demand to manage material

costs, including approval of alternate supply sources where appropriate; and

• driving labour and overhead cost reductions through cost containment

initiatives and efficiency improvements where possible.

People and culture

Talent and skills

Principal Risk

There is a risk that the Group, particularly in the US and UK, is unable to attract

sufficient skills and talent and/or is unable to retain the skills and talent it has in

order to meet demand. Margins may be impacted by higher wage rates

necessary to retain current employees and/or attract new employees.

A portion of the Group’s workforce may reach retirement age at the same time,

creating a gap in skills and labour availability.

The Group may have insufficient talent to respond to all strategic priorities.

How we manage it

Employee retention, recruitment and resource plans are regularly

discussed within the operating businesses, Divisional Management

and the Executive Committee.

The Group HR Director hosts focus groups across a number of the operating

businesses to solicit constructive feedback from employees and foster

open communication.

Operating businesses partner with technical colleges, universities and

apprenticeship schemes to create talent pipeline programmes.

A Group-wide succession planning exercise is conducted annually to identify

successors and interim cover for key roles and ensure appropriate development

plans are in place to support employees in meeting their career goals.

The Nominations Committee reviews management development

and succession plans twice a year, with a particular focus on critical roles

and key talent.

The Group operates an internal leadership development programme

for nominated high-potential employees.

The Perform performance and development system is utilised across the

Group to facilitate objective setting, development planning and performance

and behaviour assessment.

The Group HR Director regularly provides people and culture feedback

to the Board.

Focus in 2024

Labour availability continued to improve during the year, but challenges remain

within certain roles and geographic locations. In addition, disruption of demand

from key customers in 2024 compelled the Group to adjust staffing levels in

response to demand volatility while maintaining readiness for labour and skills

requirements when demand from affected customers accelerates. We

continued to closely monitor and manage staffing levels, recruitment and

retention challenges and other employment trends across the Group. Actions in

2024 included:

• ongoing reassessment of compensation levels against industry and regional

benchmarks, with off-cycle wage increases or lump sum payments

offered where necessary to ensure the Group’s compensation offerings

are competitive;

• enhanced sign-on and candidate referral incentive opportunities for new

and existing employees;

• introducing an internal mentoring programme;

• further expanding employee benefit offerings in certain locations to broaden

healthcare coverage and other wellbeing programme options; and

• conducting the 2024 Global Employee Engagement Survey, driving

development and implementation of localised action plans to respond to

employee feedback received through the survey and further enhance our

reputation as a company people want to work for. In addition, a non-financial

performance target related to Employee Engagement was added to the

Senior Management annual bonus targets for 2024. More information on

employee engagement can be found on page 28.

PRINCIPAL GROUP RISKS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202458

STRATEGIC

REPORT

Financial

Financing and liquidity

Principal Risk

The Group could have insufficient financial resources to fund its growth strategy

or meet its financial obligations as they fall due or insufficient liquidity to meet

financing covenants.

Foreign exchange movements could have a material impact on the Group’s

financial performance, both on the balance sheet (translation risk) and income

statement (transaction risk).

Inflationary pressures may result in higher interest rates, which could impact

the Group’s earnings.

How we manage it

The Group’s overall treasury risk management programme focuses on the

unpredictability of financial markets and seeks to minimise potential adverse

effects on the Group’s financial performance.

The Group enters forward foreign exchange contracts to hedge the

transactional exchange risk arising on operations’ trading activities in foreign

currencies; however, it does not enter into or trade financial instruments,

including derivative financial instruments, for speculative purposes.

The Group does not hedge translation risk, but aims to match the foreign

currency of its net debt in similar proportions to its generation of foreign

currency EBITDA, where practical and economic, in order to provide a natural

hedge against the Group’s principal lending covenant.

The Group monitors liquidity risks monthly and ensures sufficient headroom in

its committed borrowing facilities to meet financial obligations across the Group

as they fall due.

A global notional cash pooling solution is utilised to manage working capital

funding in the operations and minimise central borrowings.

A significant portion of the Group’s external debt is at fixed rates of interest,

which mitigates the effect of higher benchmark interest rates that can result

from inflationary pressures.

Compliance with financial policies, exposure limits and headroom/liquidity limits

are reviewed by the Group’s Treasury Committee on a regular basis.

The Group’s Treasury Policy is updated and approved by the Board regularly.

The Group’s viability assessment process considers a base case and risk case

scenario, which considers the principal risks and uncertainties.

Focus in 2024

Financing and liquidity initiatives remain vital to mitigating the ongoing impacts

of the supply chain challenges, inflation and customer disruption. Actions taken

in 2024 included:

• issuing new, six-year tenor $50m US Private Placement loan notes as a

partial refinancing of long-term debt maturing in 2025;

• launching an inventory optimisation project to strengthen our response to the

ongoing inventory management challenges caused by increasing customer

demand, residual supply chain issues and disruption driven by customer

demand fluctuations;

• continued compliance with transactional foreign exchange hedging policy

to mitigate income statement volatility from currency movements; and

• the Group’s Treasury Policy was updated and approved by the Board in

September 2024.

Compliance

Corporate governance breach

Principal Risk

Corporate governance legislation (such as the UK Bribery Act and the US

Foreign Corrupt Practices Act), regulations and guidance (such as the UK

Corporate Governance Code and global health and safety regulations) and

corporate reporting requirements are increasingly complex and onerous.

A serious breach of these rules and regulations could have a significant impact

on the Group’s reputation, lead to a loss of confidence on the part of investors,

customers or other stakeholders, result in financial penalties or fines and

ultimately have a material adverse impact on the Group’s enterprise value.

How we manage it

The Group has a well-established set of governance policies and procedures

covering all key areas (our Corporate Framework), including a Group Code of

Conduct, anti-bribery procedures, Fraud Policy, a Health & Safety Charter,

an Agents Policy and various policies and procedures over the review and

reporting of risk management and internal control activities.

Governance and regulatory compliance updates are provided to the Board

and the Executive Committee at appropriate intervals, and to key Division

and operational management.

All employees are required to complete annual Code of Conduct training.

All EU sites have received training on the General Data Protection Regulations

and employees in other locations have received training as appropriate to

their roles.

Focus in 2024

Employees and the Board received annual refresher training on our Code of

Conduct during 2024. The completion rates typically hover around 94%,

allowing for new starters who have not yet completed their training immediately

on joining. The course included content related to anti-bribery, reporting of

misconduct, unconscious bias and cyber security.

Additional training was conducted for appropriate employee groups on other

topics including fraud, information security, accounting and financial integrity

and prevention of facilitation of tax evasion.

The Group’s fraud prevention framework was enhanced by formalising the

Group’s fraud prevention commitment and procedures via a Fraud Policy

incorporated into the Group’s Corporate Framework.

The Group Code of Conduct was refreshed during 2024 and a copy of the

updated Code of Conduct was issued to every employee. Our Sustainable

Sourcing Policy was also updated during the year.

The Group’s 2024 internal audit programme and Controls Self-Assessment

were completed as planned, providing a level of assurance that the Group’s

Code of Conduct, controls, policies and procedures are being followed.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 59

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

AEROSPACE DIVISION

Launie Fleming | Aerospace Division Chief Executive

“ The division continued to make

steady progress operationally,

responding dynamically to the

temporary headwinds that

were experienced in 2024.“

Aerospace sales across the Group

46%

Civil aircraft

Other

13%

Defence

68%

Revenue

+9.9%

£660.8m

(2023 – £601.4m)

Adjusted operating profit

+14.3%

£30.4m

(2023 – £26.6m)

Adjusted operating margin

+20 bps

4.6%

(2023 – 4.4%)

Sales in civil aerospace

increased by

12%

(2023 – 21% increase)

Revenue by large commercial platforms

(on a derived basis)

34%

Boeing

66%

Airbus

14 Global Aerospace operations

Revenue reconciliation (£m)

In 2024, the Aerospace Division represented

68% (2023 – 64%) of Group revenue, consisting

of 14 operations. These are located in North

America (six), the United Kingdom (four), France

(two), Thailand and Malaysia. This Divisional

review is on a constant currency basis, whereby

2023 results have been translated using 2024

average exchange rates and on an adjusted

basis to exclude amortisation of intangible

assets from acquisitions, site relocation costs,

US class action lawsuit and net restructuring

costs. The Division’s operating results on a

constant currency basis are summarised below:

2024

£m

2023

(1)

£m Change

Revenue £660.8m £601.4m +9.9%

Adjusted

operating profit

£30.4m £26.6m +14.3%

Adjusted

operating margin

4.6% 4.4% +20 bps

(1)

2023 results translated using 2024 average exchange

rates – constant currency.

Divisional revenue increased by £59.4m (9.9%)

to £660.8m (2023 – £601.4m) whilst adjusted

operating profit increased by £3.8m (14.3%) to

£30.4m (2023 – £26.6m).

Revenue Reconciliation £m

2023 revenue 601.4

Civil aerospace 46.6

Defence 1.8

Other adjacent markets 11.0

2024 revenue 660.8

Contract wins

The Aerospace Division has been awarded

several new or extended contracts in 2024 from

the following customers:

• Deutsche Aircraft. A new life of programme

contract for the design, development and

manufacture of high-pressure ducting for the

sustainable D328eco aircraft from our SSP

business in California and our Bird Bellows

business in the UK.

• Safran Aircraft Engines. Awarded a multi-year

contract for the supply of Maintenance, Repair

and Overhaul (MRO) services for the CFM56

engine to be undertaken at Senior

Aerospace’s Ermeto facility in Blois, France.

• Airbus SA. A multi-year contract extension for

the manufacture and supply of various

aerostructures parts from our businesses in

Thailand and Malaysia.

• Airbus Atlantic. A new contract for the supply

of business class seat structures from our

business in Thailand.

• Spirit AeroSystems. A 5-year contract

extension for the supply of large diameter

precision formed and machined structural

components for various Boeing commercial

programmes from our Jet Products business

in California.

North America 6

United Kingdom 4

Continental Europe 2

Thailand 1

Malaysia 1

A 2023 revenue

B Civil aerospace

C Defence

D Other adjacent markets

E 2024 revenue

DIVISIONAL REVIEW

£m

601.4

46.6

1.8

11.0

660.8

A B C D E

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202460

STRATEGIC

REPORT

The market backdrop for our Aerospace Division

remains healthy with order books for large

commercial aircraft at record levels, driven by

increasing air passenger demand. There were

some supply chain issues for Airbus and its

suppliers through the year, and although there

are clear signs of improvement, we expect there

to be ongoing issues to be managed given the

large, planned increases in production. Boeing

also had specific issues with the cap on 737

MAX production imposed following the Alaska

Airlines incident in early 2024 and 3 months of

lost production on 737 MAX, 767 and 777 due

to the strike at its factories in The Puget Sound.

Boeing have now started to ramp up production

following the recommencement of operations in

December 2024.

Senior responded to these events dynamically,

supporting our customers and controlling our

costs. Nonetheless, these temporary

headwinds did affect Aerospace profitability

in 2024 compared to original expectations.

During the period, adjusted operating profit

increased by 14.3% to £30.4m (2023 – £26.6m)

and the adjusted operating margin increased

by 20 basis points to 4.6% (2023 – 4.4%).

This increased profitability reflected the benefits

of price increases and higher volumes.

Outlook

Increasing aircraft build rates, operational

efficiency benefits and improved contract pricing

are expected to drive good growth in Aerospace

in 2025, with H2 performance expected to be

higher than H1.

For the full year, Aerostructures is expected

to improve from a loss making position in 2024

to an operating profit range of £9m to £11m

in 2025, with the large majority of that being

earned in H2.

• Collins Aerospace (RTX). New multi-year

production contracts for the supply of

precision formed and machined thrust reverser

structural components for commercial

aerospace platforms at Airbus and Boeing

from our Jet Products business in California.

• Rolls-Royce. A new 5-year contract for the

supply of aerofoils for the Pearl engine family

and manufacturing will be undertaken at our

business in Thailand.

Performance

Aerospace Division revenue in 2024 increased by

9.9% year-on-year on a constant currency basis,

benefiting from increase in demand across all

market sectors. The increase year-on-year

reflected the ongoing ramp up in civil aircraft

production rates, notwithstanding 737 MAX

volumes being subdued following the Alaska

Airlines incident in January 2024 and the Boeing

employee strike from September to November

2024. Other adjacent markets (mainly the

semiconductor equipment market) and defence

also contributed to growth in the division.

The civil aerospace sector had good growth

during the period with Senior’s sales increasing

by 11.6% compared to prior year. This was as a

result of increased deliveries to Airbus

programmes, higher prices, activity levels

increasing in our Thailand business as a key

supplier recovers from a fire last year as well as,

continued strong growth in revenue from

Spencer Aerospace (more than 50%). 22% of

civil aerospace sales were from widebody

aircraft in 2024, with the other 78% sales being

from single aisle, regional and business jets.

Total revenue from the defence sector increased

by £1.8m (1.4%) primarily due to higher sales on

the F35 programme.

Revenue derived from other adjacent markets

such as space, power & energy, medical and

semiconductor equipment, where the Group

manufactures products using very similar

technology to that used for certain aerospace

products, increased by £11.0m (15.4%) due to

price increases and semiconductor equipment

market starting to recover.

“ The civil aerospace sector

had good growth during

the period with Senior’s

sales increasing by 11.6%

compared to prior year.”

“22% of civil aerospace sales

were from widebody aircraft

in 2024, with the other 78%

sales being from single aisle,

regional and business jets.”

“Aerospace Division revenue

in 2024 increased by 9.9%

year-on-year on a constant

currency basis, benefiting from

increase in demand across

all market sectors. Adjusted

operating margin in 2024

increased by 20 basis points

to 4.6%. This increased

profitability reflected the

benefits of price increases

and higher volumes.”

Supplementary information - Aerospace division sales and operating profit

Revenue

Adjusted trading and

operating profit

Year ended

2024

£m

Year ended

2023

(1)

£m

Year ended

2022

(1)

£m

Year ended

2024

£m

Year ended

2023

(1)(2)

£m

Year ended

2022

(1)

£m

Aerostructures 272.4 246.7 235.4 (6.5) (11.1) (3.7)

Aerospace excluding Aerostructures 391.1 357.7 306.5 36.9 37.7 23.4

Eliminations (2.7) (3.0) (2.7) – – –

Total Aerospace 660.8 601.4 539.2 30.4 26.6 19.7

(1)

2023 and 2022 results translated using 2024 average exchange rates – constant currency.

(2)

2023 results included benefit from retrospective inflationary cost recoveries.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 61

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

The Flexonics Division represents 32%

(2023 – 36%) of Group revenue and consists

of 12 operations which are located in North

America (four), continental Europe (two), the

United Kingdom (two), South Africa, India, and

China (two including the Group’s 49% equity

stake in a land vehicle product joint venture).

This Divisional review, presented before the

share of the joint venture results, is on a

constant currency basis, whereby 2023 results

have been translated using 2024 average

exchange rates and on an adjusted basis

to exclude site relocation costs and net

restructuring costs. The Division’s operating

results on a constant currency basis are

summarised below:

2024

£m

2023

(1)

£m Change

Revenue £317.7m £337.5m -5.9%

Adjusted

operating profit

£35.1m £36.2m -3.0%

Adjusted

operating margin

11.0% 10.7% +30 bps

(1)

2023 results translated using 2024 average exchange

rates – constant currency.

Divisional revenue decreased by £19.8m (-5.9%)

to £317.7m (2023 – £337.5m) and adjusted

operating profit decreased by £1.1m (-3.0%)

to £35.1m (2023 – £36.2m).

Revenue Reconciliation £m

2023 revenue 337.5

Land vehicle (7.2)

Power & energy (12.6)

2024 revenue 317.7

Contract wins

The Flexonics Division won a number of

important contracts in 2024 which include:

• Contract with Gail India Limited to

manufacture and deliver over 100 expansion

joints for a new Catofin project, supplied by

our Pathway business in the USA.

• New contract signed with European truck

OEM to supply tubes and pipes for a new

engine to be used in multiple platforms with

manufacturing being undertaken in Flexonics

Olomouc, Cape Town and Saltillo facilities.

• Several new or extended contracts with North

American heavy-duty truck OEMs with

supply from our Bartlett business, with

facilities in the USA and Mexico.

• New contracts with passenger vehicle OEMs

in Europe supplying metal pipes and tubing for

various engines from our Olomouc business

in the Czech Republic.

FLEXONICS DIVISION

Mike Sheppard | Flexonics Division Chief Executive

“Our land vehicle businesses

outperformed their end markets

and we had a strong year in our

important downstream oil and gas

businesses, which helped the division

have another successful year.”

Flexonics sales across the Group

32%

19%

Land vehicle

13%

Power & Energy

Revenue

-5.9%

£317.7m

(2023 – £337.5m)

Adjusted operating profit

- 3%

£35.1m

(2023 – £36.2m)

Adjusted operating margin

+30bps

11.0%

(2023 – 10.7%)

“Operational efficiencies

and favourable product mix

enabled double digit margins

to be maintained.”

12 Global Flexonics operations

Revenue reconciliation (£m)

North America 4

Continental Europe 2

United Kingdom 2

India 1

South Africa 1

China

(1)

A 2023 revenue

B Land vehicle

C Power & energy

D 2024 revenue

(1) Including joint venture.

DIVISIONAL REVIEW

337.5

7.2

12.6

317.7

A B C D

£m

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202462

STRATEGIC

REPORT

In the Group’s power & energy markets sales

decreased by £12.6m (-9.5%) in the year. Sales

to other power & energy markets increased by

£4.8m (5.4%) reflecting growth in sales to

power generation, nuclear and renewables

industry customers. Sales to oil and gas

customers decreased by £17.4m ( 32.8%).

The Group saw robust demand in our

downstream oil and gas business, partially

offsetting a reduction in sales from one of our

operating businesses to our upstream oil and

gas customers due to a lower share of this very

competitive business.

Adjusted operating profit decreased by £1.1m

compared to prior period as a result of lower

sales. Nevertheless, operational efficiencies,

lower costs and favourable product mix helped

increase margins by 30 basis points to 11.0%

(2023 – 10.7%).

Outlook

We expect Flexonics performance in 2025

to be broadly similar to 2024.

In land vehicles, the ramp up of programmes

recently won means we expect our 2025

performance to be broadly similar to 2024,

despite some softness in North America and

Germany. In power and energy, activity levels

are expected to be similar to 2024.

Performance

Flexonics Division revenue in 2024 decreased by

5.9% year-on-year on a constant currency basis.

Strong revenue growth from downstream oil

and gas and nuclear, was offset by lower

upstream oil and gas business and the

anticipated softness in land vehicle markets.

Global land vehicle markets softened as

expected in 2024, nevertheless, our sales

outperformed key end markets. Group land

vehicle sales decreased by 3.7% driven by

softer market conditions which were partially

mitigated by the benefit from the launch and

ramp up of new programmes in North America

and Europe. Senior’s sales to the North

American truck market decreased by £1.2m

(-2.0%) with market production decreasing by

2.3%. Our North American off-highway sales

decreased £5.2m (-13.5%). Sales to other truck

and off-highway regions, including Europe and

India, were flat as growth from India offset

reduced customer demand in Europe. The

European truck and off-highway market

decreased by 26% in 2024 primarily due to the

weakness of the German economy. Senior’s

sales, however, only decreased by 1.6% in the

period as we benefited from the launch and

ramp of new programme wins. For example,

Senior Flexonics Olomouc benefited from higher

sales from a new project launched last year.

There was also a one-off benefit from a large

order placed by a Swedish OEM to our Senior

Flexonics Kassel business. Group sales to

passenger vehicle markets decreased by £0.8m

(-1.7%) in the year.

“ Operational efficiencies, lower

costs and favourable product

mix helped increase margins by

30 basis points to 11.0%.”

“In 2024, the Flexonics Dvision

won a contract with Gail India

Limited to manufacture and

deliver over 100 expansion

joints for a new Catofin project,

supplied by our Pathway

business in the USA.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 63

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

FINANCIAL REVIEW

Financial detail

Group revenue

Group revenue was £977.1m (2023 – £963.5m).

Excluding the adverse exchange rate impact of

£25.5m, Group revenue increased by £39.1m

(4.2%) with growth in the Aerospace Division

and an anticipated reduction in the Flexonics

Division. In 2024, 58% of revenue originated

from North America, 17% from the UK,

13% from the Rest of Europe and 12%

from the Rest of the World.

Operating profit

Adjusted operating profit increased by £0.7m

(1.5%) to £46.5m (2023 – £45.8m). Excluding

the adverse exchange rate impact of £1.6m,

adjusted operating profit increased by £2.3m

(5.2%) on a constant currency basis. After

accounting for £1.6m amortisation of intangible

assets from acquisitions (2023 – £2.2m), £3.5m

site relocation costs (2023 – £0.1m), £1.1m US

class action lawsuit (2023 – £nil) and £nil net

restructuring costs (2023 – £5.6m), reported

operating profit was £40.3m (2023 – £37.9m).

Strong operating cash conversion

Adjusted Operating Profit

+2%

£46.5m

(2023 – £45.8m)

Operating Cash Conversion

+1,100 bps

85%

(2023 – 74%)

Free Cash Flow

+12%

£17.3m

(2023 – £15.5m)

Bindi Foyle | Group Finance Director

“Senior’s 2024 performance demonstrates its financial resilience.”

Financial Summary

A summary of the Group’s operating results (at reported currency) is set out in the table below.

Further detail on the performance of each Division is set out in the Divisional Review.

Revenue

Adjusted

operating profit

(1)

Margin

2024

£m

2023

£m

2024

£m

2023

£m

2024

2023

Aerospace 660.8 616.5 30.4 27.0 4.6 4.4

Flexonics

(2)

317.7 348.0 35.1 37.5 11.0 10.8

Share of results of

joint venture – – 1.3 1.0 – –

Inter-segment sales (1.4) (1.0) – – – –

Central costs – – (20.3) (19.7) – –

Group total 977.1 963.5 46.5 45.8 4.8 4.8

(1) See table below for reconciliation of adjusted operating profit to reported operating profit.

(2) Flexonics results are presented before share of results of joint venture.

Adjusted operating profit may be reconciled to the operating profit that is shown in the

Consolidated Income Statement as follows:

2024

£m

2023

£m

Adjusted operating profit 46.5 45.8

Amortisation of intangible assets from acquisitions (1.6) (2.2)

Site relocation costs (3.5) (0.1)

US class action lawsuit (1.1) –

Net restructuring costs – (5.6)

Operating profit 40.3 37.9

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202464

STRATEGIC

REPORT

The Group’s adjusted operating margin of 4.8%

increased by 10 basis points on a constant

currency basis, with increases in both

Aerospace and Flexonics divisions. Adjusted

operating margin in Aerospace benefited from

price increases and higher volumes. Operational

efficiencies, lower costs and favourable product

mix helped Flexonics more than offset the

impact of lower volumes.

As set out in Note 9, adjusted operating profit

and adjusted profit before tax are stated before

£1.6m amortisation of intangible assets from

acquisitions (2023 – £2.2m), £3.5m site

relocation costs (2023 – £0.1m), £1.1m US

class action lawsuit (2023 – £nil) and £nil net

restructuring costs (2023 – £5.6m). Adjusted

profit before tax is also stated before net income

associated with corporate undertakings of

£1.0m (2023 – £7.6m cost).

Site relocation costs

Site relocation costs of £3.5m (2023 – £0.1m)

include £3.0m related to the transfer of some

manufacturing from Senior Aerospace SSP’s

facility in California, US, to its cost competitive

facility in Mexico. The majority of this cost

relates to recognition of an impairment of £1.9m

of property, plant and equipment. The Group

also incurred £0.5m costs (2023 – £0.1m)

related to the transfer of our Senior Flexonics

Crumlin business to a nearby high-tech facility

to better showcase its design, development,

test and qualification capabilities in support of

the Group’s strategic initiatives.

Finance costs and income

Finance costs, net of finance income and before

fair value changes in acquisition consideration

increased to £13.5m (2023 – £7.5m) and

comprise IFRS 16 interest charge on lease

liabilities of £3.4m (2023 – £2.9m), net finance

income on retirement benefits of £2.0m

(2023 – £2.1m) and net interest charge of

£12.1m (2023 – £10.2m). Also in 2023, interest

unwind on uncertain tax positions of £3.5m was

included, as described further below in the tax

section. The £1.9m increase in net interest

charge was driven by higher underlying interest

rates on variable rate debt and higher levels of

indebtedness in 2024 versus the prior year.

Before fair value changes in acquisition

consideration, gross finance costs were

£21.9m (2023 – £17.6m) and gross finance

income was £8.4m (2023 – £10.1m including

£3.5m benefit of interest unwind on uncertain

tax positions). The change in fair value on

acquisition consideration was net income

of £2.2m (2023 – £2.9m interest unwind),

comprising £3.6m income, relating to the

2025 earnout target no longer expected to be

payable, as a result of the impact of the well

publicised 737 MAX subdued volumes, partly

offset by £1.4m interest unwind.

Corporate undertakings

Net income associated with corporate

undertakings was £1.0m (2023 – £7.6m costs),

of which £0.8m acquisition costs (2023 – £1.5m)

and £2.2m income from fair value changes in

contingent consideration (2023 – £2.9m costs)

related to the acquisition of Spencer Aerospace

in November 2022 and £0.4m costs are

associated with potential disposal and other

corporate activities (2023 – £3.2m). See Note 30

to the Financial Statements for further details on

the financial impact of the acquisition in 2024.

In 2024, net cash outflow related to corporate

undertakings was £13.0m (2023 – £25.8m),

comprising £10.7m contingent consideration

(2023 – £23.9m net deferred consideration)

for the acquisition of Spencer Aerospace and

£2.3m (2023 – £1.9m) of costs related to

potential disposal and acquisition activities.

Profit before tax

Adjusted profit before tax decreased by 14%

to £33.0m (2023 – £38.3m) reflecting higher

net interest costs including the non-repeat of

£3.5m prior year benefit of interest unwind on

uncertain tax positions. Reported profit before

tax increased by 22% to £27.8m (2023 –

£22.8m) mainly due to operating profit and

corporate undertakings favourable movements

partly offset by non-repeat prior year interest

unwind benefit. The reconciling items between

adjusted profit and reported profit before tax are

shown in Note 9 to the Financial Statements.

Tax charge/credit

The adjusted tax rate for the year was 10.0%

charge (2023 – 11.0% credit), being a tax charge

of £3.3m (2023 – £4.2m credit) on adjusted

profit before tax of £33.0m (2023 – £38.3m).

The adjusted tax rate benefitted from the

recognition of a £2.2m deferred tax asset in

respect of historical tax losses, enhanced R&D

deductions in the US and the geographical mix

of taxable profits. In 2023, the adjusted tax rate

also benefitted from a release of £7.0m of

provision for uncertain tax positions. This release

and associated interest release of £3.5m

followed a series of steps to simplify the legal

ownership of the Group’s Americas legal entity

holding structure.

The reported tax rate was 6.8% charge, being

a tax charge of £1.9m on reported profit before

tax of £27.8m. This included £1.4m net tax

credit against items excluded from adjusted

profit before tax, of which £0.4m credit related

to amortisation of intangible assets from

acquisitions, £1.0m credit related to site

relocation costs, £0.3m credit related to US

class action lawsuit and £0.3m charge related

to corporate undertakings in the year.

The 2023 reported tax rate was 36.4% credit,

being a tax credit of £8.3m on reported profit

before tax of £22.8m. This included £7.0m

credit related to the release of provision for

uncertain tax positions as described above and

£4.1m net tax credit against items excluded

from adjusted profit before tax, of which £0.6m

credit related to amortisation of intangible assets

from acquisitions, £1.5m credit related to net

restructuring costs, £0.1m credit related to site

relocation costs and £1.9m credit related to

corporate undertakings in the year.

Cash tax paid was £7.4m (2023 – £5.6m) and is

stated net of refunds received of £1.2m (2023 –

£2.8m) in respect of UK R&Dexpenditure credit

payments and tax paid in prior periods.

Tax policy

The Group acts with integrity in all tax matters,

in accordance with the Group’s ethics and

business conduct programme. It is the Group’s

obligation to pay the amount of tax legally

due and to observe all applicable rules and

regulations in the jurisdictions in which it

operates. While meeting this obligation, the

Group also has a responsibility to manage

and control the costs of our business, including

the taxes we pay for the benefit of all our

stakeholders. The Group seeks to achieve this

by conducting business affairs in a way that is

efficient from a tax perspective, including

maintaining appropriate levels of debt in the

countries we operate in and claiming available

tax reliefs and incentives. The Group is

committed to building and maintaining

constructive working relationships with the

tax authorities of the countries in which it

operates. Further details on our approach

to tax may be found on Senior’s website at

www.seniorplc.com.

Earnings per share

The weighted average number of shares, for the

purposes of calculating undiluted earnings per

share, increased to 414.3 million (2023 – 413.3

million). The increase arose principally due to

shares released from the employee benefit trust

to satisfy the vesting of certain share-based

payments during 2024, partly offset by the

purchase of shares held by the trust. The

adjusted earnings per share was 7.17 pence

(2023 – 10.28 pence, which included a benefit

of 2.54 pence from the release of the provision

for uncertain tax positions as described above).

Basic earnings per share was 6.25 pence

(2023 – 7.52 pence). See Note 12 for details

of the basis of these calculations.

Return on capital employed (“ROCE”)

ROCE, a key performance indicator for the Group

as defined on page 49, decreased by 30 basis

points to 6.8% (2023 – 7.1%). The decrease in

ROCE was mainly a result of higher inventory

and investment in growth not yet fully offset by

the growth in profit, which was impacted by

near-term temporary customer led headwinds.

Revenue (£m)

+1%

977.1

963.5

Adjusted operating profit (£m)

+2%

46.5

45.8

Return on capital employed (%)

-30 bps

7.1

6.8

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 65

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Research and design

The Group’s expenditure on research and design

was £20.0m during 2024 (2023 – £20.0m).

Expenditure was incurred mainly on funded

and unfunded work, which primarily relates

to designing and engineering products in

accordance with individual customer

specifications and investigating specific

manufacturing processes for their production.

The Group also incurs costs on general

manufacturing improvement processes which

are similarly expensed. Unfunded costs in the

year have been expensed, consistent with

the prior year, as they did not meet the strict

criteria required for capitalisation.

Exchange rates

A proportion of the Group’s operating profit in

2024 was generated outside the UK and

consequently, foreign exchange rates, principally

the US Dollar against Sterling, can affect the

Group’s results.

The 2024 average exchange rate for the

US Dollar applied in the translation of income

statement and cash flow items was $1.28

(2023 – $1.24). The exchange rate for the

US Dollar applied to the translation of Balance

Sheet items at 31 December 2024 was $1.25

(31 December 2023 – $1.27).

Using 2024 average exchange rates would have

decreased 2023 revenue by £25.5m and

decreased 2023 adjusted operating profit by

£1.6m. A 10 cents movement in the £:$

exchange rate is estimated to affect forecast

full-year revenue on average by £50m, adjusted

operating profit by £4m and net debt by £15m.

Cash flow

The Group generated operating cash flow of

£39.3m (2023 – £34.0m), a cash conversion of

85% of adjusted operating profit. Free cash flow

was £17.3m in 2024 (2023 – £15.5m) as set out

in the following table:

2024

£m

2023

£m

Operating profit 40.3 37.9

Amortisation of intangible

assets from acquisitions 1.6 2.2

Site relocation costs 3.5 0.1

US class action lawsuit 1.1 –

Net restructuring costs – 5.6

Adjusted operating profit 46.5 45.8

Depreciation (including

amortisation of software) 49.0 49.5

Working capital and provisions

movement, net of

restructuring items (17.0) (27.6)

Pension contributions (0.8) (1.4)

Pension service and

running costs 1.9 1.3

Other items

(1)

2.8 1.6

Capital expenditure (43.2) (35.9)

Sale of property, plant

and equipment 0.1 0.7

Operating cash flow 39.3 34.0

Interest paid, net (14.6) (12.9)

Income tax paid, net (7.4) (5.6)

Free cash flow 17.3 15.5

Site relocation costs paid (1.6) –

Net restructuring costs paid (0.5) (2.1)

US pension settlement – (0.9)

Corporate undertakings (13.0) (25.8)

Dividends paid (10.1) (6.6)

Dividends from Joint Venture 3.0 –

Purchase of shares held by

EBT net of repayments (4.9) (5.6)

Net cash flow (9.8) (25.5)

Effect of foreign exchange

rate changes (3.1) 8.5

IFRS 16 non-cash additions

and modifications including

acquisition (12.9) (7.9)

Change in net debt (25.8) (24.9)

Opening net debt (203.8) (178.9)

Closing net debt (229.6) (203.8)

(1) Other items comprises £4.5m share-based payment

charges (2023 – £4.1m), £(1.3m) profit on share of joint

venture (2023 – £(1.0m)), £(0.4m) working capital and

provision currency movements (2023 – £(1.3m)) and £nil

profit on sale of fixed assets (2023 – £(0.2m)).

Capital expenditure

Gross capital expenditure of £43.2m (2023 –

£35.9m) was 1.1 times depreciation excluding

the impact of IFRS 16 (2023 – 0.9 times). The

disposal of property, plant and equipment raised

£0.1m (2023 – £0.7m). 2025 capital investment

is expected to be above depreciation (excluding

the impact of IFRS 16), the majority of which is

investment on growth projects where contracts

have been secured, with the rest on important

replacement equipment for current production

and sustainability related items.

Working capital

Working capital increased by £18.1m in 2024

to £179.0m as at 31 December 2024 (31

December 2023 – £160.9m), of which £1.9m

increase related to foreign currency movements.

Inventory was higher particularly in Aerospace

with planned investment to enable us to meet

the strong increase in demand from our

customers and was also as a result of 737 MAX

production being lower than initially resourced

for, exacerbated by the Boeing employee strike

in the Puget sound area, coupled with schedule

changes in Q4 from a customer who is an

Airbus tier one supplier. Receivables were

higher as a result of revenue growth. In 2024,

working capital increased as a percentage of

sales by 160 basis points to 18.3% (2023 –

16.7%). We are likely to see an increase in

working capital over the coming year to support

the growth anticipated in Aerospace, however

working capital as a percentage of sales is

expected to reduce towards the 17% level.

The Group participates in some non-recourse

reverse factoring schemes which are arranged

by our customers as a way of reducing credit

risk. The trade receivables reverse factored

under such non-recourse schemes at 31

December 2024 were £29.1m (31 December

2023 – £29.1m). The net impact of reverse

factoring on 2024 was cash neutral in working

capital (2023 – £5.5m inflow) and the discount

interest presented within other finance costs is

a charge of £0.9m in 2024 (2023 – £0.8m).

These arrangements follow standard market

terms and conditions and, as noted above,

are 100% non-recourse to the Group, thereby

transfer all credit risk to the financial institutions

who provide the factoring schemes.

FINANCIAL REVIEW CONTINUED

STRATEGIC

REPORT

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202466

Dividend

The Board is proposing a final dividend of 1.65

pence per share (2023 – 1.70 pence). If

approved, it would be paid on 30 May 2025

to shareholders on the register at the close of

business on 2 May 2025 and payment would

total £6.8m. This would deliver total dividends

paid and proposed in respect of 2024 of 2.40

pence per share (2023 – 2.30 pence), an

increase of 4.3%. At the level recommended,

the full year dividend would be covered 3.0

times by adjusted earnings per share. The cash

outflow incurred during 2024 in respect of

dividends was £10.1m (2023 – £6.6m) relating

to the final dividend for 2023 and the interim

dividend for 2024.

We will continue to follow a progressive

dividend policy reflecting earnings per share,

free cash flow generation, market conditions

and dividend cover over the medium-term.

Goodwill

The increase in goodwill from £193.3m at

31 December 2023 to £195.4m at 31 December

2024 reflects foreign exchange differences

of £2.1m.

Retirement benefit schemes

The retirement benefit surplus in respect of

the Group’s UK defined benefit pension plan

(“the UK Plan”) decreased by £5.0m to £43.5m

(31 December 2023 – £48.5m) due to £6.0m

net actuarial losses and £1.2m running costs

partly offset by £2.2m net interest income.

Retirement benefit deficits in respect of the

US and other territories decreased by £1.2m

to £6.8m (31 December 2023 – £8.0m).

The latest triennial actuarial valuation of the

UK Plan as at 5 April 2022 showed a surplus

of £24.5m (5 April 2019 – deficit of £10.2m).

The Group’s deficit reduction cash

contributions, including administration costs,

to the UK Plan ceased on 30 June 2022.

The estimated cash contributions expected to

be paid during 2025 in the US funded plans is

£0.4m (£0.4m was paid in 2024).

Net debt

Net debt which includes IFRS 16 lease

liabilities increased by £25.8m to £229.6m

at 31 December 2024 (31 December

2023 – £203.8m). As noted in the cash flow

on the previous page, the Group generated

net cash outflow of £9.8m (as defined in

Note 31), before £3.1m adverse foreign

currency movements and £12.9m non-cash

changes in lease liabilities due to additions

and modifications.

Net debt excluding IFRS 16 lease liabilities

of £76.2m (31 December 2023 – £71.8m)

increased by £21.4m to £153.4m at

31 December 2024 (31 December

2023 – £132.0m), due to free cash inflow

of £17.3m and £3.0m dividend received from

the Joint Venture being more than offset by

£15.0m outflow for dividends and net purchase

of shares, £13.0m cash outflow in respect

of corporate undertakings, £10.0m capital

repayment of leases, £2.1m net cash outflows

for site relocation and restructuring and £1.6m

adverse foreign currency movements.

Funding and Liquidity

As at 31 December 2024, the Group’s gross

borrowings excluding leases and transaction

costs directly attributable to borrowings

were £200.0m (31 December 2023 – £181.0m),

with 64% of the Group’s gross borrowings

denominated in US Dollars (31 December

2021 – 61%). Cash and bank balances were

£45.5m (31 December 2023 – £47.6m).

The maturity of these borrowings, together with

the maturity of the Group’s committed facilities,

can be analysed as follows:

Gross

borrowings

(2)

£m

Committed

facilities

£m

Within one year 75.0 75.0

In the second year 9.5 34.8

In years three to five 75.5 162.1

After five years 40.0 40.0

200.0 311.9

(2) Gross borrowings include other loans and committed

facilities, but exclude leases of £76.2m and transaction

costs directly attributable to borrowings of £(1.1)m.

At the year-end, the Group had committed

facilities of £311.9m comprising private

placement debt of £162.1m and revolving

credit facilities of £149.8m. The Group is

in a strong funding position, with headroom

at 31 December 2024 of £158.5m in cash

and undrawn facilities.

In the first half, the US RCF of $50m was

extended by a year and will now mature in

June 2026. New private placement loan notes

of $40m (£32m) were issued and drawn down

in February 2025, carrying an interest rate of

5.46% and are due for repayment in February

2029. These new loan notes have refinanced

the maturing £27m private placement loan

notes that were repaid in January 2025.

The weighted average maturity of the Group’s

committed facilities at 31 December 2024 was

2.5 years.

The Group has £nil (2023 – £1.8m) of

uncommitted borrowings which are repayable

on demand.

The Group has two covenants for committed

borrowing facilities, which are tested at

June and December: the Group’s net debt to

EBITDA (defined in the Notes to the Financial

Headlines on page 1) must not exceed 3.0x

and interest cover, the ratio of EBITDA to

interest must be higher than 3.5x. At 31

December 2024, the Group’s net debt to

EBITDA was 1.8x and interest cover was 7.0x,

both comfortably within covenant limits.

Bindi Foyle

Group Finance Director

Operating Cash Conversion (%)

+1,100 bps

Free cash flow (£m)

+12%

17. 3

15.5

Funding headroom (£m)

+£17m

159

142

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 67

VIABILITY STATEMENT

Following a robust assessment, the Directors have concluded

that the Group and Parent Company have sufficient funds to

operate for the foreseeable future (evaluated to 31 December

2027), even in a severe but plausible downside scenario.

In Flexonics, ACT forecast North American

heavy-duty truck production to decline by 5%

in 2025 and rebound in 2026 to 12% growth

as a result of the pre-buy ahead of the planned

2027 emission change. S&P predict European

truck and bus production to increase by 2% in

2025. S&P is forecasting that light vehicle

production in 2025 will fall by 5% in Europe,

by 2% in North America and increase by 6% in

India. The global land vehicle market is expected

to grow at low single-digit compound annual

growth rate through the cycle. In power and

energy markets, activity in the downstream

sector remains focussed in the Middle East and

Asia, where cheap feedstock and economic

growth respectively is driving demand. Global

electricity consumption is forecast to grow at

4% annually through 2027. Demand is being

driven primarily by economic growth,

urbanisation and the adoption of EVs.

In determining a severe but plausible downside

scenario, the base case projections are flexed to

reflect the weighted probability and cumulative

estimated effects of all the Group’s principal

risks and uncertainties, as disclosed on pages

54 to 59. This scenario reflects the combined

probabilistic effect of all principal risks, rather

than individual scenarios for each risk, according

to impact and likelihood of occurrence and

include mitigations where appropriate to

maintain liquidity. These effects drive key

metrics in revenue growth, operating profit

margin and borrowing rates. The top 5 principal

risks with the highest estimated effect on key

metrics include Geopolitical and Economic

impact, Cyber/Information Security, Supply

Change Challenges, Implementation of Strategy

and Price-Down Pressures. The remaining risks

have relatively equal weighting in the scenario

with Corporate Governance having the lowest

estimated effect.

To address the impacts under the severe but

plausible downside, the Board has considered

the mitigating actions within the Group’s direct

control. These include a continued focus on

conserving cash through vigilant management

of capital expenditure and working capital

together with further restructuring actions and

limiting non-critical discretionary spend.

Committed facilities and debt covenants

At 31 December 2024, the Group held

committed borrowing facilities of £311.9m with

liquidity headroom of £158.5m. New private

placement loan notes of $40m (£32m) were

issued and drawn down in February 2025.

These notes carry an interest rate of 5.46% and

The Board has considered a three-year period,

as this reflects the normal mid-term planning

cycle of its business operations while

adequately covering customer lead times for

both new and expansion investment. In addition,

this period provides sufficient clarity to consider

the business prospects and continued recovery

from the pandemic under a base case, while

also assessing impacts under a severe but

plausible downside scenario.

Overall, the Board anticipates good growth for

the Group in 2025 in line with its expectations.

Increasing aircraft build rates, operational

efficiency benefits and improved contract pricing

are expected to drive good growth in Aerospace

in 2025, with H2 performance expected to be

higher than H1. For the full year, Aerostructures

is expected to improve from a loss making

position in 2024 to an operating profit range

of £9m to £11m in 2025, with the large majority

of that being earned in H2. We expect Flexonics

performance in 2025 to be broadly similar

to 2024. In land vehicles, the ramp up of

programmes recently won means we expect

our 2025 performance to be broadly similar to

2024, despite some softness in North America

and Germany. In power and energy, activity

levels are expected to be similar to 2024.

The base case projections of the viability

assessment are based on the Group’s Budget

for 2025 and the Group’s Strategy for 2026 and

2027. The civil aerospace sector continued its

recovery with air traffic increasing in all regions

during 2024. According to the International Air

Transport Association (“IATA”), the latest data

showed that total demand during the year,

measured in Revenue Passenger Kms (RPKs),

increased by 10% year-on-year. Air traffic is

expected to continue to grow as incomes

increase, especially in developing markets in

Asia. The long-term demand for new aircraft is

forecast to grow by 3-4% per annum driven by

growth in air traffic and ongoing fleet

replacement. With record order books, both

Airbus and Boeing plan to increase their aircraft

production rates over the coming years. In the

Group’s other key markets, Senior’s sales to the

Defence sector are primarily focused on US

military aircraft platforms, with good content on

the F-35 Joint Strike Fighter, the newer T-7A

Red Hawk trainer programme, as well as mature

programmes such as the C-130J. The total

planned purchases of F-35s is over 3,500

aircraft, of which 31% is for the international

market and Lockheed Martin expects to

produce 156 F-35 aircraft per year.

are due for repayment in February 2029. The

weighted average maturity of the Group’s

committed facilities is 2.5 years. Net debt

(defined in Note 31c) was £229.6m, including

£76.2m of capitalised leases which do not form

part of the definition of debt under the

committed facilities and do not impact the

Group’s lending covenants.

The Group has two covenants for committed

borrowing facilities, which are tested at June

and December: the Group’s net debt to EBITDA

(defined in the Notes to the Financial Headlines

on page 1) must not exceed 3.0x and interest

cover, the ratio of EBITDA to interest must be

higher than 3.5x. At 31 December 2024, the

Group’s net debt to EBITDA was 1.8x and

interest cover was 7.0x, both comfortably

within covenant limits.

Board’s conclusion

Modelling the base case and severe but

plausible downside scenario and mitigations

indicate that the Group is in compliance with all

debt covenants at all measurement dates out to

31 December 2027. The scenarios also highlight

sufficient liquidity headroom throughout the

period in light of the committed facilities

available. Accordingly, following a robust

assessment the Directors have concluded that

the Group and Parent Company have sufficient

funds to operate for the foreseeable future, even

in a severe but plausible downside scenario. For

the going concern assessment, the foreseeable

future covers a minimum period of 12 months

from the date of approval of these Financial

Statements, and with the viability period

evaluated out to 31 December 2027.

Going concern

As a consequence of the work undertaken to

support the viability statement above, the

Directors have, at the time of approving these

Financial Statements, a reasonable expectation

that the Group and Parent Company have

adequate resources to continue in operational

existence for the foreseeable future, being a

period of at least 12 months from the date of

approval of these Financial Statements.

Accordingly, they continue to adopt the going

concern basis of accounting in preparing these

Financial Statements, having undertaken a

rigorous assessment of the financial forecasts.

Approval

The Strategic Report from pages 1 to 69

was approved by the Board of Directors on

28 February and signed on its behalf by

David Squires

Group Chief Executive Officer

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202468

STRATEGIC

REPORT

In compliance with the Non-Financial Reporting requirement set out in Sections 414CA and 414CB of the Companies Act 2006, the table

below illustrates where our stakeholders can find information in respect of non-financial matters.

Non-financial information Section of the report Pages

Business Model Our Business Model 2

Principal Risks Risks and Uncertainties 50

Non-Financial KPIs Key Performance Indicators 48

Climate-Related Financial Disclosures Task Force on Climate-Related Financial Disclosures (TCFD) 20

Non-financial

information Policies

principal risk Due diligence and outcomes Pages

Environmental

matters

Health, Safety and Environmental Policy – sets out

Senior’s commitment to creating a safe and healthy work

environment free of occupational injuries, ill-health and

environmental incidents.

Climate

Change

• Sustainability – Environment

• Streamlined Energy and

Carbon Reporting

• Climate-Related Financial

Disclosures

Employees Code of Conduct – provides a clear framework outlining

the expected behaviour and ethical standards for

Senior’s employees.

Corporate

Governance

Breach

• Sustainability – Governance

• Internal Controls and Risk

Management

Whistle-blowing Policy – encourages employees to report

suspected or observed wrongdoing and unethical behaviour

within the workplace, and provides contact details of an

independent, third-party whistle-blowing service.

Perform – Senior’s performance and development system

is designed to manage and enhance the performance of

its employees.

Talent

and Skills

• Sustainability – People

and Culture

• Sustainability – Health

& Safety

Learn – Senior’s global learning management platform is

designed to deliver and track training courses, promoting

continuous learning and development among employees

Environmental Health & Safety Management

Framework comprising:

• Senior’s Safety Standards – define the minimum health

and safety requirements for all Group operating businesses.

• Senior’s Health & Safety Essential Behaviours – the

behaviour model helping its employees understand the

behaviours they “should” and “should not” display to

strengthen the Company’s health and safety culture.

• Senior’s Golden Rules – safety principles and guidelines

designed to prevent accidents and protect wellbeing of

employees, contractors, suppliers and visitors whilst on

Senior’s premises.

Respect for

human rights

Human Rights Policy – sets out standards Senior expects

from its employees, customers and suppliers regarding

human rights

Corporate

Governance

Breach

• Internal Controls and Risk

Management

Modern Slavery Act Statement – outlines the Company’s

actions to assess potential modern slavery risks and

processes to minimise any risk of slavery or human trafficking

Anti-corruption

and anti-bribery

Agents Policy – applies to business dealings with agents

contracted to represent and act on behalf of Senior in any

sales capacity.

Corporate

Governance

Breach

• Internal Controls and Risk

Management

Gifts and Hospitality Policy – restricts the receiving and

giving of gifts and hospitality from, and to, third parties.

Whistle-blowing Policy

Fraud Policy

Social matters Diversity and Inclusion Executive Commitment –

dedication and involvement of Senior’s leaders in promoting

diversity and inclusion, creating the environment where

individuals from diverse backgrounds feel valued and

respected and have equal opportunities for success.

Talent

and Skills

• Sustainability – Equality,

Diversity and Inclusion

• Sustainability – Communities

For more information please visit: www.seniorplc.com

Non-Financial and Sustainability Information Statement

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 69

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202470

GOVERNANCE

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 71

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

IN THIS SECTION

72 Chair’s Governance Letter

73 Board at a Glance

74 Board of Directors

77 Executive Committee

78 Board Leadership and Company Purpose

82 Division of Responsibilities

84 Composition, Succession and Evaluation

85 Nominations Committee Report

89 Report of the Directors

90 Audit Committee Report

96 Remuneration Committee Report:

Chair’s Annual Statement

98 2024 Remuneration Report at a Glance

99 Remuneration Report: Policy

102 Annual Report on Remuneration

110 Statement of Directors’ Responsibilities

111 Independent Auditor’s Report to the

Members of Senior plc

Ian King | Company Chair and

Chair of the Nominations Committee

“On behalf of the Board,

I am pleased to present

the Senior plc Corporate

Governance Report

for the year ended

31 December 2024.”

Dear Shareholder,

On behalf of the Board, I am pleased to present

the Senior plc Corporate Governance Report for

the year ended 31 December 2024. This is a

period of change for the Company’s Board, and

we continued our strong focus on governance

practices during this time. The Board’s

composition, independence and expertise

remain appropriate for this period of transition,

ensuring effective challenge and oversight.

Board changes

As announced on 15 May 2024, Bindi Foyle

informed the Board of her intention to retire from

a full-time executive career in May 2025. Bindi

has been a part of Senior’s leadership team for

the past 19 years and an accomplished Finance

Director for almost 8 years. We would like

to take this opportunity to thank Bindi for her

outstanding contributions and commitment

and wish her well for the future. As part of an

orderly succession planning process, and after

a thorough recruitment process, we appointed

Alpna Amar as the Group Chief Financial Officer.

Alpna will join the Board in April 2025 as an

executive Director and will become the Group

Chief Financial Officer in May 2025. Alpna brings

a wealth of experience in our end markets

and a strong track record of helping to enhance

shareholder value. The Board is confident she

will make a fantastic contribution to Senior for

the benefit of all of our stakeholders.

Having reached her nine-year anniversary of

serving on the Board of Senior, Susan Brennan

will be retiring at the upcoming AGM of the

Company. We thank Susan for her long-standing

service and contributions to the Board, and we

wish her all the best for the future. In compliance

with the UK Corporate Governance Code

and in line with our commitment to refresh the

composition of the Board and to maintain its

independence, we appointed Zoe Clements

as a non-executive Director with effect from

1 September 2024. Zoe’s direct experience

in complex investment, private equity and

finance roles across a variety of industries will

complement the current Board and prove

invaluable to Senior’s continued development.

Focus on diversity across leadership

In 2024, the Board maintained its focus on

diversity. As at the time of this report, the Board

includes 56% women, and two of our Board

directors are from ethnic minority backgrounds.

The Board remains committed to supporting

the recommendations of the Parker Review to

promote ethnic diversity. In 2024, we have set

a target of 15%, to be achieved by December

2027, in respect of the UK senior management

positions within the Group that will be occupied

by ethnic minority executives.

Sustainability governance

In response to the emerging regulatory

landscape, the Board provided oversight over

the Group’s Double Materiality Assessment

(DMA). The results of the assessment, which

evaluated sustainability-related impacts, risks

and opportunities from financial and impact

perspectives, will inform Senior’s approach

to enhancing and evolving its sustainability

strategy, aligning it to the changing external

environment and long-term strategic priorities.

Employee engagement

In 2024, we conducted our third Global

Employee Engagement Survey, which allowed

us to gain insights into employee experiences

within the Group and their connection to

Senior’s Purpose and Values, and to identify

areas for improvement. We are pleased to say

that the Company has achieved an overall

employee participation rate of 85% and an

employee engagement score of 7.5. More

information can be found on pages 28 and 29

of the Strategic Report.

2025 Annual General Meeting (AGM)

The Company’s 2025 AGM will take place on

25 April 2025 as a physical meeting at 59/61

High Street, Rickmansworth, Hertfordshire,

WD3 1RH. We invite you to attend the AGM,

to meet the Board and our leadership team.

The Board and I would like to thank you for

your continued support throughout this year

of significant change and your continued

commitment to the Company.

Ian King

Chair

28 February 2025

CHAIR’S GOVERNANCE LETTER

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202472

GOVERNANCE

Ian King | Chair

“The Board’s composition, independence and expertise remains

balanced and appropriate.”

Statement of compliance with

theCorporate Governance Code

Senior plc is subject to the UK Corporate Governance

Code 2018 (the Code). The code is published by the

Financial Reporting Council and available at www.

frc.org.uk. The Company has been compliant with

the Code throughout the financial year under review.

Further information on how the Company has applied

the Principles and complied with the Provisions of

the Code can be found on the following pages:

Board Leadership

and Company Purpose 78 to 81

Division of Responsibilities 82 to 83

Composition, Succession

and Evaluation 84 to 88

Audit, Risk and Internal Control 90 to 95

Remuneration 96 to 109

Board and Executive Committee gender and ethnicity metrics as at 31 December 2024

Number of Board

members

Percentage of the

Board

Number of senior

positions on the

Board (Group CEO,

Group FD, SID,Chair)

Number in Executive

Committee

% of Executive

Committee

Gender representation

Men 4 44% 2 5 62%

Women 5 56% 2 3 38%

Not specified – – – – –

Ethnicity

White British or other White

(including minority-white groups) 7 78% 3 7 87%

Mixed/Multiple ethnic groups – – – – –

Asian/Asian British 2 22% 1 1 13%

Black/African/Caribbean/

Black British – – – – –

Other ethnic group,

including Arab – – – – –

Not specified – – – – –

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 73

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

BOARD AT A GLANCE

The Board is responsible for Group decisions affecting governance, strategy

and the approval of annual operating budgets and Financial Statements.

Board and Committee membership as at 31 December 2024 and meeting attendance in 2024

The membership and attendance record of the full Board meetings and its full Committee meetings during 2024 are shown in the table below:

Main Board Audit Committee Nominations Committee Remuneration Committee

Chair Ian King Mary Waldner Ian King Barbara Jeremiah

Ian King 11/11 – 6/6 5/5

Susan Brennan 11/11 4/4 6/6 5/5

Zoe Clements

(1)

5/5 1/1 3/3 3/3

Bindi Foyle 11/11 – – –

Barbara Jeremiah 11/11 3/4 5/6 5/5

Rajiv Sharma 11/11 4/4 6/6 5/5

David Squires 10/11

(2)

– – –

Joe Vorih 11/11 3/4

(3)

6/6 5/5

Mary Waldner 11/11 4/4 6/6 5/5

Total number of meetings 11 4 6 5

(1)

Zoe Clements joined the Board effective 1 September 2024.

(2)

David Squires was unable to attend one Board meeting due to an unavoidable commitment.

(3)

In advance of his appointment in January 2024, Joe Vorih notified the Board he would be unable to attend one Audit Committee meeting due to prior commitments.

Ian King Barbara Jeremiah Susan Brennan

Company Chair and Chair of

the Nominations Committee

Senior Independent Non-

Executive Director, Chair of

the Remuneration Committee

Independent Non-Executive

Director

Bindi Foyle Rajiv Sharma David Squires

Group Finance Director Independent Non-Executive

Director

Group Chief Executive Officer

Joe Vorih Mary Waldner Zoe Clements

Independent Non-Executive

Director

Independent Non-Executive

Director, Chair of the Audit

Committee and Director

designated to engage with the

Group’s employees

Independent Non-Executive

Director

Andrew Bodenham

Audit Committee

Remuneration Committee

Nominations Committee

Group Company Secretary

BOARD OF DIRECTORS

Ian King

Chair and Chair of the

Nominations Committee

Date appointed to the Board

2017

Independent

Yes, on appointment

Qualifications

Fellow of the Chartered Institute

of Management Accountants

Skills, experience

and contribution

Ian leads the Board in defining the

strategy of the Group and driving

the Company’s Vision to produce

sustainable growth in operating

profit, cash flow and shareholder

value. Ian has relevant direct

experience in Aerospace, a key

element of Senior’s strategy. For

more than 40 years, Ian has held

many senior management and

directorship roles, including finance,

executive management, customer

support and strategic planning.

Current external appointments

• Senior Independent Director

of Schroders plc

• The lead non-executive director

of the Department for Transport

• A non-executive director of High

Speed Two (HS2) Limited

• A senior adviser at Gleacher

Shacklock LLP.

Previous roles

• Chief Executive

of Alenia Marconi

• Group Strategy and Planning

Director of BAE Systems

• Chief Executive of BAE Systems

• Senior independent director

of Rotork plc.

Barbara Jeremiah

Senior Independent

Non-Executive Director, Chair of

the Remuneration Committee

Date appointed to the Board

2022

Independent

Yes

Qualifications

BA in Political Sciences

and a qualified lawyer

Skills, experience

and contribution

Barbara’s extensive experience in

a number of Senior’s key markets

as an executive and a non-

executive director complements

that of the existing members of

the Board. Barbara is a US citizen

and has good working experience

in North American markets.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202474

GOVERNANCE

Current external appointments

• Chair of The Weir Group plc

• Senior Independent Director

of Johnson Matthey Plc.

Previous roles

• Executive Vice President,

Corporate Development and

Chairman’s Counsel of Alcoa Inc

• Chairwoman of Boart

Longyear Limited

• Non-executive director of

Premier Oil plc and Russel

Metals Inc

• A non-executive director

and Remuneration Committee

Chair of Aggreko plc.

Susan Brennan

Non-Executive Director

Date appointed to the Board

2016

Independent

Yes

Qualifications

BSc in Microbiology and MBA

Skills, experience

and contribution

Susan brings valuable

manufacturing experience to the

Board, especially in areas of key

technological advances. Her

operational and executive

experience, particularly in

automotive and component

assembly, means she is well placed

to understand issues at both

operational and strategic levels.

Susan has more than 30 years

of manufacturing experience,

including commercial vehicle

electric battery, fuel cell,

automotive vehicle, powertrain,

and component assembly.

In her time as a manufacturing

practitioner, she has always been

a strong proponent of sustainability.

Current external appointments

• Adviser of Modern Hydrogen Inc.

Previous roles

• The Chief Executive Officer

and a board member of 5E

Advanced Materials, Inc.

• The President and Chief

Executive Officer of Romeo

Power, Inc.

• The Chief Operations Officer

of Bloom Energy

• Leadership roles for major

automakers, including Nissan

and Ford.

Bindi Foyle

Group Finance Director

Date appointed to the Board

2017

Independent

Qualifications

BSc (Hons) in Economics

& Accounting and a

Chartered Accountant

Skills, experience

and contribution

Bindi’s experience of financial

control and investor relations and

communications means that she

is ideally placed to implement the

strategy and policies approved by

the Board. Since joining the Group

in 2006, she has gained extensive

knowledge of the running of all

the Group’s operations and is

instrumental in managing the

Group’s finances and assisting the

Group Chief Executive Officer in

the management of the Executive

team. Bindi is a member of the

Group’s Executive Committee

and the Treasury Committee,

which is not formally appointed

as a Committee of the Board.

Current external appointments

• The Senior Independent

Director of Avon Technologies

plc as well as the Chair of its

Audit Committee.

Previous roles

• Senior finance roles at

Amersham plc, GE and BDO

Stoy Hayward.

Rajiv Sharma

Non-Executive Director

Date appointed to the Board

2019

Independent

Yes

Qualifications

BTech in Mechanical Engineering

and MBA, Marketing & Strategy

Skills, experience

and contribution

Rajiv has nearly 30 years’

experience which includes

commercial, operations, M&A,

strategy, digital and general

management. He had a long career

running and growing multinational

companies across the world,

particularly in South East Asia.

Rajiv’s background in mechanical

engineering means that he brings

operational and technical

understanding to the Board’s

discussions. His experience of

developing and executing growth

strategy makes his contribution to

delivering the Company’s long-term

success an important one.

Current external appointments

• A non-executive director of

Raymond Lifestyle Limited

• The Chief Executive Officer of

Archroma Singapore Pte. Ltd.

Previous roles

• The Chief Executive Officer

of Coats plc

• Senior roles in various

companies, including Honeywell,

GE and Shell.

David Squires

Group Chief Executive Officer

Date appointed to the Board

2015

Independent

Qualifications

BA in Business Management

Studies, a Fellow of the Chartered

Institute of Purchasing and Supply

and Fellow of the Royal

Aeronautical Society

Skills, experience

and contribution

David has a long-established career

in manufacturing, for the most part

having specialised in the aerospace

sector. He brings extensive

knowledge of the aerospace

industry, other industrial markets

and broad international experience,

as well as understanding of supply

chain and business development to

the Board. David has been the

guiding force in driving the Group’s

Vision and operating in a safe and

ethical manner. David chairs the

Group’s Executive Committee.

He is also the Chair of the Health,

Safety & Environment Committee.

Current external appointments

None

Previous roles

• The Chief Operating Officer

of Cobham plc

• Various roles in Eaton

Corporation, GEC-Marconi/BAE

Systems, Hughes Aircraft

Company (now Raytheon)

and Shell.

Joe Vorih

Non-Executive Director

Date appointed to the Board

2024

Independent

Yes

Qualifications

BS and MS in Mechanical

Engineering and MBA

Skills, experience

and contribution

Joe brings broad international

engineering expertise in the

automotive, aerospace and

industrial sectors where Senior

operates. His experience in

integrating businesses and

managing businesses through

transition and lean transformation

– in both public and private equity

environments – enable him to make

valuable contributions to the Board.

Current external appointments

• The Group Chief Executive

Officer of Genuit plc

• A partner in Rocky Neck

Partners, LLC.

Previous roles

• The President of HBK, a division

of and key platform business

within Spectris plc

• Various roles in Clarcor

Corporation, Stanadyne

Corporation and

Danaher Corporation

• A Board Director of Muth

Mirror Systems.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 75

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Our Board as at

31December 2024

Gender diversity

56% Female

44% Male

Ethnic diversity

78% White British or other White

(including minority-white

groups)

22% Asian/Asian British

Tenure

4 Over six years

1 Over three and up to six years

4 Up to three years

Mary Waldner

Non-Executive Director, Chair of

the Audit Committee and Director

designated to engage with the

Group’s employees

Date appointed to the Board

2021

Independent

Yes

Qualifications

MA (Hons) in Physics and a Fellow

of the Chartered Institute of

Management Accountants

Skills, experience

and contribution

Mary’s background and experience

in finance and in the engineering

sector complements the current

Board membership and is invaluable

in Senior’s continued development.

Current external appointments

• The Chief Financial Officer of

Lloyd’s Register.

Previous roles

• As at 31 December 2024, a

non-executive director and Chair

of the Audit and Risk Committee

of Oxford Instruments plc. Mary

stepped down from this role in

February 2025.

• Group Financial Controller

of 3i Group plc

• The Director of Group Finance

at QinetiQ Group plc

• The Group Finance Director of

Ultra Electronics Holdings plc

• A number of senior roles within

the aerospace and automotive

sectors at British Airways and

General Motors.

Zoe Clements

Non-Executive Director

Date appointed to the Board

2024

Independent

Yes

Qualifications

Chartered Accountant

Skills, experience

and contribution

Zoe is an investment, private equity

and finance professional with over

15 years of board experience,

and over 25 years of executive

experience, notably in a private

equity context. Zoe’s direct

experience in complex investment

and finance roles across a variety

of industries will complement the

current Board and prove invaluable

to Senior’s continued development.

Current external appointments

• A non-executive director of

Pantheon International Plc

• A non-executive director of

JPMorgan Emerging Markets

Investment Trust plc

• A Member of the Social

Investment Advisory Committee

of the Growth Impact Fund

• A Trustee of the Money and

Mental Health Policy Institute

• A Non-Executive Adviser of

Travers Smith LLP.

Previous roles

• A range of consumer, retail,

leisure, healthcare and

professional services boards

as a non-executive Director.

Andrew Bodenham

Group Company Secretary

Andrew was appointed Group

Company Secretary in 2002. He

acts as Secretary to the Senior plc

Board and its Committees; he is

also a member of the Group’s

Executive Committee and of the

Treasury Committee. Prior to

joining Senior, Andrew had gained

experience working for businesses

in the technology/software,

manufacturing, insurance and

aviation services sectors.

New appointment

Alpna Amar

Group Chief Financial Officer

Alpna will join the Senior plc

Board in April 2025 as an

Executive Director and will

become Group Chief Financial

Officer in May 2025.

Date appointed to the Board

2025

Qualifications

BSc (Hons) in Economics and

Politics, Chartered Accountant

Skills, experience

and contribution

Alpna has extensive corporate,

operational and commercial

finance, strategy, M&A and

investor relations experience,

in both corporate and consulting

positions. She also brings a

wealth of experience in Senior’s

end markets and a strong track

record of helping to enhance

shareholder value. The Board is

confident Alpna will bring valuable

contribution to Senior for the

benefit of all of its stakeholders.

Current external appointments

• A non-executive director of

Chemring Group PLC.

Previous roles

• Corporate Development

Director of Kier Group plc

• Senior investor relations and

corporate development roles

at TI Fluid Systems plc and

Internal Automotive

Components Group SA.

BOARD OF DIRECTORS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202476

GOVERNANCE

David Squires Nigel Major

Bindi Foyle Jane Johnston

Andrew Bodenham Launie Fleming

Mike Sheppard Amy Legenza

EXECUTIVE COMMITTEE

The Executive Committee oversees the

running of all Senior Group operations.

Executive Committee

membership and meeting

attendance

The Executive Committee, led by

the Group Chief Executive Officer,

is responsible for the

implementation of the decisions

made by the Board and for the

day-to-day performance and

functioning of the Group’s

operations. Its Terms of Reference

can be found on the Company’s

website. The Executive Committee

met nine times during 2024.

David Squires

See biography on page 75.

Bindi Foyle

See biography on page 75.

Nigel Major

Nigel Major joined Senior in April

2024 as Executive Vice President

Strategy, responsible for strategy,

M&A, and technology leadership

across the Group. Before joining

Senior, Nigel was Group Director,

Mergers and Acquisitions at

QinetiQ Group plc. Prior to that,

he was Chief Strategy and

Technology Officer at Laird plc.

His earlier roles included both

developing and implementing

strategy, leading M&A activities,

and leading technology

development. Nigel has an MA in

Maths from Cambridge University

and a PhD in Artificial Intelligence

from Nottingham University and

worked as a research Fellow in

Nottingham and Le Mans, France.

Jane Johnston

Jane joined Senior as Group HR

Director in May 2016. A Fellow of

the Chartered Institute of Personnel

and Development, Jane has

considerable experience heading

up HR functions across a range of

global geographies. She has

worked in a number of different

sectors, including technology,

drug development, construction

and professional services and,

prior to joining Senior, was Group

HR Director at Pace plc. Jane will

be retiring as Group HR Director in

Q2 2025.

Andrew Bodenham

See biography on page 76.

Mike Sheppard

A US citizen, Mike has worked for

the Group for over 30 years and is

the Chief Executive of the Flexonics

Division. A qualified engineer,

Mike’s previous positions within

the Group included operational

roles at the two largest Flexonics

businesses, Pathway and Bartlett.

Launie Fleming

A US citizen, Launie has extensive

experience working for the Group.

Launie joined the Executive

Committee upon his appointment

as Chief Executive of Aerospace

Fluid Systems in September 2008.

In October 2020, Launie was

appointed Chief Executive of the

Aerospace Division, formed by the

consolidation of the Aerospace

Fluid Systems division and

Aerospace Structures division.

Prior to these divisional roles,

Launie was the Chief Executive

of Senior Aerospace SSP.

Amy Legenza

A US citizen, Amy became the

Director of Risk and Assurance

on 1 January 2023 and was

appointed to the Executive

Committee on that date, having

previously served as the Group’s

Head of Risk & Compliance.

A Certified Public Accountant,

Amy joined the Group in 2008

and has broad experience in senior

finance and accounting roles.

New appointments

Alpna Amar

See biography on page 76.

Silvia Schwark

Silvia will be joining Senior as

the Group Human Resources

Director on 3 March 2025.

Silvia is a Fellow of the

Chartered Institute of Personnel

and Development; she has a

wealth of experience in leading

the people function in a range

of global engineering and

manufacturing organisations.

Silvia’s prior roles include the

Chief People Officer at XP

Power plc and other senior

HR leadership roles at Mars

Inc, Tate & Lyle plc and

Vesuvius plc. We are confident

Silvia will make a valuable

contribution to Senior.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 77

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

BOARD LEADERSHIP

AND COMPANY PURPOSE

Key Board activities during the year

Activities

Strategy • Updates on the Group’s markets and technologies, divisional strategies,

divestments and acquisitions

• Feedback from the Executive Strategy session

• Board Strategy session.

Financial,

contractual

and operational

matters

• Approval of the Group’s full-year 2023 and half-year 2024 results

• Approval of the 2023 final and 2024 interim dividends

• Approval of relevant contracts and capital expenditure requests

• Approval of the Group’s insurance renewal terms

• Business updates from senior management

• Approval of the 2025 Group budget

• Updates on tax and treasury matters.

Governance

• Participating in, and reviewing the recommendations of the annual Board

effectiveness review; agreeing the actions for implementation

• Review and approval of the Modern Slavery Statement

• Review of the Gender Pay Gap Report

• Review and approval of the 2024 Long-Term Incentive Plan Rules

• Review of the Directors’ Potential Conflicts of Interest

• Review and approval of the 2024 Code of Conduct

• AGM

• Review and approval of the Board Diversity and Inclusion Policy

• Approval of Zoe Clements’s and Alpna Amar’s appointments

• Updates on legal, regulatory and corporate governance developments.

Risk and

compliance

• Review of the material financial and non-financial risks facing the Group

• Update on trade compliance

• Updates on information security.

Employees

• Update from the Group HR Director and the Director designated

to engage with the Group’s employees

• Updates on the 2024 Global Employee Engagement Survey results

and review of the action plan.

Stakeholder

engagement

• Updates from financial advisers and feedback from the investor roadshows.

Sustainability

• Updates on the Group’s sustainability matters.

• Review of the outcomes of the Group’s Double Materiality Assessment.

To enable the members of the Board and its Committees to discharge their duties effectively,

the Chair ensures that relevant and reliable information is provided to all Directors in a timely

manner in advance of meetings. The Group Company Secretary supports the Board to ensure

that it has in place appropriate policies, processes, time and resources to enable it to operate

efficiently and effectively.

There is a procedure by which all Directors can obtain independent professional advice at the

Company’s expense in furtherance of their duties, if required, and they have been made aware

of this.

Role of the Board

Senior’s Board has the responsibility to promote

the long-term and sustainable success of the

Company, creating value and delivering positive

outcomes for all stakeholders. It is also

responsible for the Group’s strategic direction,

financial and operational performance as well as

an effective governance framework; it ensures

that the necessary resources are in place for the

Company to meet its objectives. A detailed

description of the Board’s responsibilities is

covered by the Matters Reserved for the Board

and available on the Company’s website.

Our governance framework supports and

promotes a culture of integrity, trust and

accountability. Directors must avoid conflicts

of interest that may arise when their personal

interests conflict with those of the Company.

Our approach to managing conflicts of interest

is described on page 89. Directors should

demonstrate zero tolerance for fraud, bribery

and corruption. In 2024, we enhanced the

Group’s fraud prevention framework by

formalising the Group’s commitment through

a Fraud Policy. The Policy was incorporated

into the Group’s Corporate Framework, and it

reinforced our commitment to ethical behaviour,

respect and transparency across all of Senior’s

operating businesses. Further information is set

out on page 80. Directors promote a culture of

open communication, where employees can

express their opinions or concerns without a

fear of retaliation. In 2024, as part of the Global

Employee Engagement Survey, we held

sessions with our Group employees where we

listened to their feedback, giving them the

opportunity to implement positive changes in

their workplace. This year, we also took the

opportunity to update our Code of Conduct.

During its regular meetings in 2024, the Board

considered the best way of addressing

opportunities and mitigating risks to the future

success of the Company. This was done as part

of the Group-wide assessment of the principal

risks, described on pages 50 to 59. Our annual

Board Strategy meetings continued to provide

an effective forum to review Senior’s

competitive landscape, technological trends,

changes in customer behaviour, as well as to

consider existing and emerging opportunities

to diversify the Group’s products in response

to changing customer preferences.

The table below sets out key focus areas for the Board during 2024.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202478

GOVERNANCE

Recognising that Senior’s Business Model

must be resilient and sustainable, the Board

provided oversight of the considerable work

being done by the Company in identifying

material sustainability-related impacts,

risks and opportunities, as described on pages

12 to 13. Integration of the Double Materiality

Assessment insights into Senior’s strategic

decision-making will enable the Company to

better respond to emerging regulatory changes,

enhance its reputation with stakeholders

and promote innovation – all of which

contribute to the long-term sustainability

of the Business Model.

Throughout the year, governance supported

effective delivery of the Company’s strategic

priorities, as set out on pages 34 and 35. The

Company’s progress in implementing the

strategy is monitored through a set of financial

and non-financial KPIs, details of which can be

found on pages 48 and 49.

The Board is responsible for assessing and

monitoring the Group’s culture. The expected

behaviours and Values are communicated to all

employees through our Code of Conduct; this is

further supported by Group-wide policies and

practices. The Group ensures that its workforce

policies and practices align with the Company’s

Values and support its long-term sustainable

success. The disclosures on pages 27 to 29

describe how our policies and procedures

across the Group align with our Values.

The Board’s activities

in monitoring culture

Qualitative reporting

• We hold some of our Board meetings at

our operating business locations around

the world, which provides an effective

forum for employees to engage directly

with Board Directors and to share their

views. Presentations made by the

operating businesses to Board directors

provide further insights on culture,

challenges and areas for improvement.

• Mary Waldner is our NED responsible for

employee engagement, and she has

provided feedback to the Board following

her extensive engagement with the

Group’s employees across multiple

operating business locations.

Quantitative reporting

• Reviewing health & safety and training

completion statistics.

• Reviewing diversity metrics across

the Group.

Further information on the Company’s approach

to investing and rewarding its workforce can be

found on page 28.

Internal controls and risk management

The Board has ultimate accountability for the

Group’s risk management process.

The Board determines the nature and extent

of the actions necessary to achieve its strategic

objectives and maintains an effective system

of internal controls. The Company’s Audit

Committee reports to and, for certain matters,

advises the Board of Directors. The Audit

Committee Report on pages 90 to 95 describes

the role and activities of the Audit Committee,

together with the significant risks and

judgments that it considered in relation to the

2024 Financial Statements and its relationship

with the internal and External Auditors. Details

of the Group’s approach to risk management

and its Risk and Assurance Framework can be

found on page 52.

Anti-bribery & corruption

Senior has a zero-tolerance policy for bribery

and corruption. Senior’s Code of Conduct clearly

states that Senior will follow all applicable

bribery and corruption laws that apply in the

countries where we do business, including the

UK Bribery Act 2010 and the US Foreign Corrupt

Practices Act. This principle is embedded in our

Code and supported by four policies: Agents

Policy, Gifts and Hospitality Policy, Fraud Policy

and Whistle-blowing Policy. Employees are

provided with training to raise awareness of the

risks and potential consequences of corruption.

• Agents Policy

The Group recognises that the use of

third-party intermediaries can increase

potential bribery and corruption risks within

the markets in which we operate. The

Company conducts appropriate due diligence

and ongoing monitoring of third parties with

which it works, including regular screening,

risk assessments and compliance health

checks. The Company also subscribes to

third-party rating organisations to support its

due diligence process, particularly when

appointing agents and distributors. The

Group’s operating businesses are required to

report on the agents and advisers appointed

by them, on a biannual basis, to the Group

Company Secretary. In addition, the Group

Company Secretary must be notified when

new agents are appointed. Biannual reporting

is reviewed by the Audit Committee.

• Gifts and Hospitality Policy

The Board recognises that gifts and hospitality

have the potential to create a conflict of

interest, or the perception of a conflict

of interest. The Gifts and Hospitality

Policy – which restricts the receiving and

giving of gifts and hospitality from, and to,

third parties – requires that all gifts and

hospitality must be recorded annually through

a self-declaration process. Employees must

declare any gift or hospitality provided or

received with the individual or annual

aggregate value in excess of £200 (or a lower

amount as notified by the Company

Secretary) as specified in the Group Gifts

and Hospitality Policy. Internal audits assess

adherence to the Group’s Gifts and Hospitality

Policy during audits conducted throughout the

year and the annual controls self-assessment.

Alignment between Senior’s Purpose, Values, culture and strategy

Purpose

We help engineer transition to a

sustainable world for the benefit of all

our stakeholders.

The Company’s Purpose is aligned

with our strategic focus on fluid

conveyance and thermal management,

the support to our customers in

transitioning to low-carbon and

clean energy solutions, and to our

commitment to stay at the forefront

of climate disclosure and actions,

including our Net Zero commitments.

Values and Culture

Safety, Integrity, Customer Focus, Respect

and Trust, Accountability, Excellence

Values define behaviours and practices

expected from Senior’s employees in their

business relationships with internal and

external stakeholders. Values guide the

Company’s culture, aligning daily actions

with the long-term strategy. They are

integrated into employees’ performance

reviews, reinforcing the culture where

values are actively practiced and supported.

Strategy

The Company strategy is reviewed on

an annual basis, allowing the Board to

assess performance, adjust priorities

and make informed decisions to drive

long-term sustainability.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 79

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

BOARD LEADERSHIP AND COMPANY PURPOSE CONTINUED

• Fraud Policy

Fraud can lead to financial, operational,

legal and reputational damage and, ultimately,

may affect the achievement of the Group’s

strategic long-term goals, objectives and

priorities. The Group’s Fraud Policy defines the

critical elements of Senior’s fraud

management programmes and establishes

clear expectations for anti-fraud responsibilities

across the Group. The Audit Committee is

responsible for reviewing fraud instances

within the Group and ensuring that proper

controls are implemented and maintained

to prevent any further fraudulent activities.

• Whistle-blowing Policy

As part of our commitment to operate

ethically, the Company has a Whistle-blowing

Policy that is communicated throughout the

Group. This Policy provides employees and

other stakeholders the opportunity to report

suspected unethical or illegal corporate

conduct confidentially and anonymously.

Senior will not tolerate the harassment or

victimisation (including the application of

informal pressure) of a person reporting

corporate conduct in good faith. In addition

to the legal protection provided to such

persons, Senior will treat retaliation against

a person reporting corporate misconduct

as a violation of this Policy and a serious

disciplinary offence.

The Group encourages individuals to first raise

their concerns, verbally or in writing, with a line

manager, an HR team member or local operating

business leader. Where local reporting is not

appropriate, individuals can report their concerns

to a Divisional CEO. Alternatively, anonymous

written, electronic or telephonic communications

may be submitted to any of the above-named

parties. Where a person feels uncomfortable or

unable to approach any of the parties mentioned

earlier, or if the person feels an investigation was

not concluded in accordance with local policy or

regulations, they should contact Senior’s

third-party free whistle-blowing service provider

by telephone or via the web reporting tool.

This service includes the ability to report in

multiple languages.

The provider will pass the details of the concern

to a designated individual from Senior based at

our Group head office in the UK to allow for a full

investigation of the matter. Where requested,

the provider will not pass on the personal

details of who has made the disclosure if the

individual(s) requested that their personal details

be withheld. All whistle-blowing reports are

investigated under the terms of strict

confidentiality to the fullest extent possible.

The investigator will ensure that the

investigation is undertaken as quickly as

possible and conducted within the timeframe

required by local regulations. On conclusion of

the investigation, the whistle-blower is informed

of the outcome of the investigation and what

action Senior has taken, or proposes to take,

as a result of the investigation.

The Group Company Secretary provides

information on any reported whistle-blowing

cases in regular secretarial reports to the

Board of Directors. This is a standing agenda

item at every Board meeting. In addition, the

Group HR Director summarises the total cases

and assesses if any patterns or trends are

emerging. This is included in every Group Chief

Executive Officer’s report to the Board. The

Director of Risk and Assurance provides

whistle-blowing case information in her report

to the Audit Committee.

Human rights and modern slavery

The Group’s Human Rights Policy, which can be

found on the Company’s website, sets out the

standards we expect from our employees,

customers and suppliers regarding human

rights. At Senior, we strive to do business in a

responsible way, respecting the human rights of

our workers and everyone we come into contact

with. We also expect our suppliers to respect

and adhere to the Policy. The Group recognises

the importance of the Universal Declaration of

Human Rights and adheres to the core principles

and values defined within it. The majority of

countries in which Senior operates have their

own laws banning child labour and promoting

human rights. Senior monitors the ages of its

workforce across the world to ensure

compliance and identify any potential issues.

Senior is committed to preventing slavery and

human trafficking in its corporate activities and

throughout its supply chain. Senior does not

restrict any of its employees in any of the

countries in which it operates from joining a

trade union if they wish to do so. Senior also

works closely with its suppliers to ensure that

they at least meet internationally recognised

minimum requirements for workers’ welfare

and conditions of employment. Senior publishes

the Modern Slavery Act Statement, which is

kept under review and updated as necessary.

The current statement can be found on the

Company’s website.

Sustainable Sourcing Policy

Senior’s Sustainable Sourcing Policy defines the

environmental, ethical and social responsibility

principles that all Group suppliers must adhere

to. The Policy applies to all key suppliers of

goods and services based on annual spend and

certain risk factors, such as country of origin

and/or the nature of supply or service. All

suppliers must be screened in accordance

with the Policy, local trade compliance and

sanctions regulations, as well as other relevant

Group policies prior to engaging in any

procurement activities.

International trade compliance

Senior will conduct its business in full

compliance with all global trade laws and

regulations and all relevant sanctions for the

import and export of goods and services in

the countries within which it operates. This

Principle of the Code of Conduct is supported

by the Contract Review Policy, Local Export

Compliance Programmes and the Whistle-

blowing Policy.

Cyber security and data protection

Cyber security is critical to the long-term

sustainability of the Group’s success, and we

maintained strong focus on this area.

The Group has in place the Information Security

Strategy, which provides assurance that there is

sufficient focus on reducing risks of significant

cyber attacks. The Group’s Information Security

Policies are based upon a number of recognised,

international standards, including ISO 27001,

NIST Cyber Security Framework and the CIS top

20 controls, and all Group operating businesses

are required to follow the Policies.

The Board of Directors has overall responsibility

over the Group’s cyber security, ensuring that

the Group remains resilient against cyber risks.

In 2024, the Group Director of Information

Security & Information Technology updated the

Board on the progress against the Group’s

Information Security Strategy and security

issues identified during the year, and presented

the 2023-2026 Capability Roadmap that

identified specific cyber security-related

capabilities that needed to be developed

to support the delivery of the Information

Security Strategy.

The executive responsibility for both Information

Technology (IT) and Information Security (IS) are

consolidated under a single individual; this

approach ensures clear accountability and more

robust risk management. Information security

risk assessments are regularly conducted across

the Group. Risks identified by subject matter

experts are reviewed with applicable risk

owners and steps agreed to mitigate. Further

information on how we manage cyber/

information security risk can be found on page

56. In 2024, we continued various initiatives

designed to enhance employees’ awareness of

the risks posed by phishing emails, helping them

identify common traits of such emails and

conducting simulated phishing exercises. In

addition, we educated employees on healthy

cyber security culture, as well as the benefits

and risks posed by artificial intelligence.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202480

GOVERNANCE

The Group has established mechanisms to

ensure compliance with specific regulatory

requirements. An Acceptable Use Policy is in

place to provide guidelines for the acceptable

and appropriate use of the Group’s information

technology and operational technology assets

by all Group employees. The Policy sets out the

controls that are in place to help reduce the risk

associated with the inappropriate use of the

Group’s information technology and operational

technology assets, which could lead to data

loss, manufacturing disruption, virus or malware

infection or other issues that could have a

negative financial or reputational impact on the

Group. In compliance with the Data Protection

(Charges and Information) Regulations 2018,

the Company is registered with the Information

Commissioner’s Office.

To ensure compliance with the General Data

Protection Regulations (“GDPR”), both in the EU

and the UK, the Company and all relevant Group

operations have in place a GDPR policy and

breach incident procedure which have been

communicated to their employees. As the

Company is not a public authority, its core

activities do not require regular and systematic

monitoring of individuals on a large scale and it

does not process special categories of personal

data, criminal convictions or offences data on a

large scale; it is therefore not required to appoint

a data protection officer. However, the Company

and relevant Group operations each have a Data

Protection Champion, whom employees can

approach for guidance if they have any queries

or concerns relating to data protection.

Compliance with data protection regulations will

continue to be monitored on an ongoing basis.

Engagement with stakeholders

A detailed description of the Board’s

engagement with its stakeholders can be found

in the Stakeholder Engagement section of the

Strategic Report, on pages 40 to 45.

Barbara Jeremiah, the Chair of the Remuneration

Committee, engaged with the Company’s

shareholders and employee representatives on

remuneration-related matters. Further details can

be found on page 97.

As part of the Double Materiality Assessment

process, we have engaged with a wide range of

stakeholders, including customers, suppliers and

shareholders; in addition, we have used insights

received from the 2024 Global Employee

Engagement Survey. Further details on this

engagement process can be found on page 13.

Mary Waldner is the Director designated to

engage with the Group’s employees. The Board

believes that Mary is well-suited to lead on the

initiatives around employee engagement.

Mary’s excellent communication skills and

empathy with diverse employee perspectives

have helped establish trust and form strong

connections with the workforce. In addition,

Mary’s background in the engineering sector

has helped instil credibility with employees

and their challenges.

The Board considers various factors when

assessing the effectiveness of its engagement

mechanisms with the Group’s stakeholders.

Participation rates in employee engagement

activities, employee satisfaction rates and nature

of feedback received from shareholders, nature

and frequency of whistle-blowing reports are

some examples that the Board uses to measure

the effectiveness. The Board remained

confident in the effectiveness of the Group’s

engagement mechanisms and will continue its

commitment to sustaining and adapting, where

necessary, its approach.

The statement of compliance with Section 172

can be found on pages 46 and 47.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 81

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

DIVISION OF

RESPONSIBILITIES

Board roles and responsibilities

Role Director Key responsibilities

Company Chair and Chair of

the Nominations Committee

Ian King (a) Leadership of the Board, setting the Board’s agenda, the style and tone of Board

discussions and ensuring that adequate time is available for discussion of all agenda items,

in particular strategic issues;

(b) supporting the Group Chief Executive Officer in the development of strategy and, more

broadly, to offer guidance to the Group Chief Executive Officer;

non-executive Directors, and ensuring constructive relations between non-executive

Directors and executive management;

(d) ensuring that the Directors receive relevant, reliable, timely and clear information;

(e) ensuring, in conjunction with the Group Chief Executive Officer, effective communication

with shareholders; and

(f) ensuring that the performance of the Board, its main Committees and individual Directors

are formally evaluated on an annual basis.

Group Chief Executive Officer David Squires Leadership of the Company, managing the Group’s business, developing and implementing

the strategy and policies approved by the Board.

Group Finance Director Bindi Foyle To manage the Group’s financial affairs and to contribute to the management of the Group’s

business, and the implementation of the strategy and policies approved by the Board.

Senior Independent Non-

Executive Director, Chair of

the Remuneration Committee

Barbara

Jeremiah

To support the Chair and to act as an intermediary for other non-executive Directors,

if necessary.

To chair the Remuneration Committee.

Independent Non-Executive

Director, Chair of the Audit

Committee and Director

designated to engage with

the Group’s employees

Mary Waldner To challenge the executive Directors and monitor the delivery of the strategy within the risk

and control framework set by the Board.

To chair the Audit Committee and focus its agenda on its key matters: quality of financial

reporting and controls, financial accounting, corporate reporting and effective internal controls.

Mary is also a Director designated to engage with the Group’s employees.

Independent Non-Executive

Directors

Susan Brennan,

Rajiv Sharma,

Joe Vorih and

Zoe Clements

To challenge the executive Directors and monitor the delivery of the strategy within the risk

and control framework set by the Board.

Group Company Secretary Andrew

Bodenham

To provide advice to the Directors on all corporate governance matters and ensure the

Company complies with legal and regulatory matters and good practice. Andrew acts as

Secretary to the Senior plc Board and its Committees.

Board leadership

Senior’s Board is led by Ian King, the non-

executive Chair, who was independent upon

appointment as Chair of the Company in 2018.

As at 31 December 2024, the Board comprises

the Chair, six independent non-executive

Directors and two executive Directors.

All Directors were selected for appointment

because of their wide industrial and commercial

experience. The Board considers that all

non-executive Directors of the Company

continue to be independent, having taken into

account a list of relationships and circumstances

that may appear relevant in determining

independence. Details of the members of the

Board and of the Executive Committee can be

found on pages 74 to 77.

Division of responsibilities

The Directors are confident that an effective

Board is in place, with a clear division of

responsibilities between the running of

the Board and the running of the Group’s

operating businesses.

During 2024, the Chair held confidential

meetings with non-executive Directors,

without the executive Directors being present,

in accordance with good practice. The Senior

Independent non-executive Director met with

the non-executive Directors to appraise the

Chair’s performance in 2024.

Time commitments

The Board regularly reviews time

commitments of its non-executive Directors to

ensure they can dedicate sufficient time to the

fulfilment of their roles with the Company.

To prevent overboarding, the Board regularly

reviews external directorships; this approach

is also integrated into the recruitment process.

In 2024, the Board approved the appointment

of Zoe Clements as a non-executive Director.

During the short-listing process, the Board

noted Zoe’s existing Board roles and remained

satisfied that her availability and the ability to

meet the time commitments required were

appropriate. The Board undertakes its annual

performance review which, among other

matters, considers the performance of Board

Directors, including their participation in and

contribution to Board meetings.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202482

GOVERNANCE

Governance structure

The Board delegates a certain number of its

responsibilities to the Audit, Remuneration

and Nominations Committees.

There are procedures in place to ensure that all

Directors are properly briefed, so that decisions

taken by the Board are based on the fullest,

up-to-date, available information.

Other committees are appointed by the Board

to deal with treasury matters, disclosure matters

and specific matters such as acquisitions

and disposals.

HSE Committee

The HSE Committee is appointed by the

Executive Committee; it oversees all health,

safety and environmental matters across the

Group. Its Terms of Reference can be found on

the Company’s website. The Committee met

three times during the year, and there was full

attendance at every meeting. In 2024, the

Committee Chair provided feedback to the

Board after each meeting, and minutes arising

from all HSE Committee meetings were made

available to the Board. In addition, the Group

HSE & Sustainability Director attended two

Board meetings in 2024, as described on page

20. The Committee membership is shown in

the table below:

Role

David Squires

(Chair)

Group Chief Executive

Officer

Launie Fleming

Chief Executive of the

Aerospace Division

Mike Sheppard

Chief Executive of the

Flexonics Division

Andrew Bodenham Group Company Secretary

Mark Roden

Group HSE & Sustainability

Director

Nominations Committee Remuneration CommitteeAudit Committee

Board of Directors

The Group Chief

Executive Officer reports

on the activities of the

Executive and HSE

Committees to the Board

after each meeting

Committee Chairs report to the Board on activities after each meeting

Executive Committee

Responsibility over:

• the development and

implementation of strategy,

operational plans, policies,

procedures and budgets;

• the monitoring of operating

and financial performance;

• the assessment and control of risk;

• the prioritisation and allocation

of resources; and

• the monitoring of competitive forces

in each area of operations.

HSE Committee

Responsibility over:

• the Group’s HSE strategy

and objectives; and

• performance against

HSE objectives

Our governance structure

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 83

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

COMPOSITION, SUCCESSION

AND EVALUATION

Dear Shareholder,

On behalf of the Board, I am pleased to present

the Nominations Committee Report for the year

ended 31 December 2024.

Board and Executive

leadership succession

In 2024, the Committee continued its focus

on succession planning. Following the

announcement of Bindi Foyle’s retirement from

the Board, the Committee worked closely with

the management and the executive search

consultants to identify potential candidates for

the role. As announced in November 2024,

Alpna Amar will succeed Bindi, joining the Board

as an executive Director in April 2025, and will

become Group Chief Financial Officer when

Bindi retires in May 2025.

The Committee was mindful that Susan

Brennan would be approaching the end of her

nine-year appointment to the Board in January

2025; therefore, it led the succession planning

process to recruit an additional non-executive

Director. We announced the appointment of

Zoe Clements to the Board of Directors with

effect from 1 September 2024. Susan Brennan

will be retiring from the Board and as a member

of the Audit, Nominations and Remuneration

Committees at the conclusion of the

Company’s next AGM in April 2025.

Throughout the year, the Committee also

maintained emphasis on executive leadership

succession planning to ensure the continuity of

strong and effective leaders across the Group.

Jane Johnston, the Group HR Director,

announced her intention to step down from the

role in the second quarter of 2025, and the

Nominations Committee supported the Group

Chief Executive Officer in the selection process

for this role.

Induction process for new

non-executive Directors

The induction process for new non-executive

Directors is crucial in helping them understand,

among other matters, the Company’s business,

culture and key stakeholders. Joe Vorih and Zoe

Clements, two of our most recently appointed

non-executive Directors, have undergone a

structured induction programme, including

meetings with members of the Executive

Committee and visiting Senior’s operating

businesses. This enhancement to our induction

programme is a follow-on action from the

previous Board Effectiveness Review, and it

will be maintained for all future non-executive

appointments to ensure consistency and

comprehensiveness of the onboarding process.

Board and senior management diversity

Maintaining and enhancing the diversity of the

Board remained a priority throughout the year.

At the time of writing this report, the Board

comprises 56% female directors and two

ethnically diverse directors. Recognising the

importance of building a strong diversity pipeline

throughout all levels of the organisation, the

Committee approved the target of 15%, to be

achieved by December 2027, in respect of the

Group’s UK senior management positions that

will be occupied by ethnic minority executives.

Board performance review

An internal Board performance review was

conducted during the year; further details

can be found on page 88.

This report was reviewed and approved

by the Nominations Committee and signed

on its behalf by:

Ian King

Chair of the Nominations Committee

28 February 2025

Committee membership and meeting attendance in 2024

The Committee met six times during the year under review. Details on meeting

attendance can be found on page 73.

Member Role

Ian King Chair of the Nominations Committee

Barbara Jeremiah Senior Independent non-executive Director

Susan Brennan

(1)

Independent non-executive Director

Rajiv Sharma Independent non-executive Director

Mary Waldner Independent non-executive Director

Joe Vorih Independent non-executive Director

Zoe Clements Independent non-executive Director

(1)

Susan Brennan will be stepping down from the Board following the conclusion of the 2025 AGM.

The Group Company Secretary acts as Secretary to the Committee. Senior members of management and

advisers are invited to attend meetings, as appropriate. Two members constitute a quorum for the Nominations

Committee. The Committee Chair attends the Company’s AGM and is available to address any questions from

shareholders regarding the matters within the Committee’s responsibilities.

Ian King | Chair

“In 2024, the Committee

continued its focus on

succession planning.

Maintaining and enhancing

the diversity and capabilities

of the Board remained

a priority throughout the year.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202484

GOVERNANCE

NOMINATIONS COMMITTEE

REPORT

Responsibilities

The Company’s Nominations Committee leads

the process for Board appointments and

supervises leadership development and

succession planning. It also makes

recommendations to the Board on all new Board

appointments and re-appointments. Primary

responsibilities of the Committee include:

• reviewing the structure, size and composition

(including the skills, knowledge, experience

and diversity) of the Board, and making

recommendations to the Board with regard

to any changes;

• ensuring plans are in place for orderly

succession to Board and senior management

positions, and overseeing the development

of a diverse pipeline for succession;

• keeping under review the leadership needs

of the organisation (both executive and

non-executive) with a view to ensuring the

continued ability of the organisation to

compete effectively in the marketplace;

• identifying and nominating for the approval

of the Board, candidates to fill Board

vacancies as and when they arise;

• leading the process of Board appointments;

• reviewing the time required from

non-executive Directors; and

• reviewing the results of the Board

performance evaluation process that

relate to the composition of the Board

and succession planning.

The Nominations Committee’s Terms

of Reference can be found on the

Company’s website.

Re-election of Board Directors

The Nominations Committee and the Board

consider that all non-executive Directors are fully

independent and free from any conflicts of

interests that could hinder their ability to perform

their duties effectively. Senior considers its

non-executive Directors are actively contributing

their diverse experiences and expertise from

various industry sectors. Any potential conflicts

of interest are fully disclosed by Directors upon

appointment and are reviewed regularly

throughout each year.

Details of the Directors’ external statutory

appointments can be found in their biographies

on pages 74 to 76. The Board believes that the

Directors’ experience of working with other

companies adds value to their contribution to

the Company’s Board and Committee meetings.

The Directors believe that the Board and its

Committees have the appropriate combination

of skills, experience and knowledge to enable

them to perform their duties effectively.

Membership of the Board and its Committees is

kept under regular review and refreshed when

appropriate, taking into account the Directors’

lengths of service and their ability to devote

sufficient time to Company matters.

Key activities of the Committee during the year

February

• Reviewing recommendations of the external Board Effectiveness Review and agreeing focus areas

for 2024.

• Reviewing the performance of all Board Directors and recommending their re-election at the 2024 AGM

(1)

• Reviewing the composition of the Board Committees and confirming their memberships

remained appropriate.

• Reviewing the draft Nominations Committee Report and recommending its approval to the Board.

April

• Board and executive leadership succession planning.

May

• Board and executive leadership succession planning.

• Appointment of Zoe Clements as a non-executive Director.

• Reviewing succession plans for the Group, Divisions and operating businesses.

September

• Executive leadership succession planning.

• Approving the target, to be achieved by December 2027, for the percentage of UK-based senior

management who self-identify as ethnic minority.

• Annual review of the Board Diversity and Inclusion Policy.

October

• Recommending the appointment of Alpna Amar as the new Group Chief Financial Officer.

• Executive leadership succession planning.

December

• Reviewing tenures of non-executive Directors.

• Reviewing succession plans for the Executive Committee.

• Ratification of Alpna Amar’s non-executive directorship with Chemring Group PLC.

• Annual review of the Committee’s Terms of Reference.

• Receiving an update of the Group’s progress against the target of 30%, to be achieved by December

2027, for the percentage of global senior management who self-identify as ethnic minority.

(1)

Following the 2024 year end, having considered the composition of the Board and its Committees, the Nominations

Committee made recommendations to the Board concerning the election and re-election of Directors at the 2025 AGM.

In addition to the above-listed main meetings held in person during the year, the Nominations

Committee also passed a written resolution, unanimously approved by all members of the

Committee, confirming its support of Bindi Foyle’s appointment as the Senior Independent

Director of Avon Technologies plc.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 85

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

NOMINATIONS COMMITTEE REPORT CONTINUED

The Board confirms that in 2024 all Directors in

office at the time worked assiduously and

diligently. Each Board member made a very

positive contribution to the running of the

Company and the Board confirms that they will all

continue to work to ensure its long-term success.

In compliance with the Corporate Governance

Code, all Directors, with the exception of Susan

Brennan, will offer themselves for re-election at

the 2025 AGM. Having reached her nine-year

tenure on the Board of Senior, Susan will be

retiring following the conclusion of the AGM

and will not be standing for re-election. Zoe

Clements, who was appointed to the Board in

September 2024 and Alpna Amar, who will join

the Board in April, will stand for election at the

AGM to be held in April 2025. The resolutions to

be put to shareholders at the 2025 AGM can be

found in the Notice of Annual General Meeting,

which is available on the Company’s website.

Appointments to the Board

The Company follows a rigorous, formal

and transparent procedure for its Board

appointments, which is conducted in

accordance with the Board Diversity and

Inclusion Policy. New appointments are made

on merit, taking account of the specific skills

and experience, independence and knowledge

needed to ensure a rounded Board, with

diverse and inclusive Board and Committee

composition. The Committee only engages with

executive recruitment firms that have signed up

to the Voluntary Code of Conduct for Executive

Search Firms.

Board induction and development

All Directors receive induction upon joining the

Board and are encouraged to update their

knowledge and skills on a frequent basis.

The induction process typically includes the

following key elements:

• introduction to the Company’s business;

• governance structure;

• legal compliance and Group policies;

• information on Group strategy;

• financial information;

• meetings with the Chair and

non-executive Directors;

• meetings with the executive Directors and

members of the Executive Committee; and

• site visits.

In 2024, we retained Sam Allen Associates Ltd, an executive search consultancy firm,

to support with the recruitment of Group Chief Financial Officer and an additional

non-executive Director. Sam Allen Associates is a member of the Standard Voluntary Code

of Conduct for Executive Search Firms. The firm has no connection to the Company or any

individual Directors.

Appointment process for

Group Chief Financial Officer

The Committee worked closely with the

executive leadership to define the experience,

skills and competencies required for the role

of Chief Financial Officer. The recruitment

process carefully considered both external

candidates, as well as the Group’s internal

talent, drawing on the established succession

plans and talent mapping.

All candidates went through a strict

referencing process. Following the conclusion

of the interviews, Alpna Amar was identified

as the most suitable candidate for the role of

Group Chief Financial Officer. Her

appointment was announced on 6 November

2024. The Committee noted that Alpna

would retain her role as a non-executive

director of Chemring Group PLC, a FTSE

250 listed company. The Committee

considered this role in the context of the

UK Corporate Governance Code,

overboarding considerations and policies of

key shareholders and proxy advisory firms,

as well as the potential impact on Alpna’s

role as an executive Director and Group

Chief Financial Officer of the Company.

Having given due consideration to all factors,

the Committee was supportive of Alpna

continuing her non-executive director’s role.

Appointment process for an

additional non-executive Director

Recognising that Susan Brennan would be

approaching the end of her nine-year

appointment to the Board in January 2025,

the Committee started an orderly recruitment

process for an additional non-executive

Director. Due consideration was given to the

skills, experience and expertise required to

maintain the diversity of the Board. Following

an extensive selection process, the

Committee recommended Zoe Clements as

a preferred candidate to the position. Zoe’s

direct experience in complex investment,

private equity and finance roles across a

variety of industries will complement the

current Board and prove invaluable to

Senior’s continued development.

Joe Vorih’s and

Zoe Clements’ induction

Joe’s and Zoe’s induction process

consisted of several steps. In the first

instance, both Directors received Senior’s

Induction Pack which provided, among

other matters, contextual background of

the Group’s operating environment, its

strategic aspirations and performance.

The next element of Joe’s and Zoe’s

induction included meeting with the Chair

and representatives of senior management.

The purpose of these sessions was to get

a deeper understanding of any ongoing

projects, stakeholder expectations,

challenges and opportunities facing the

Group; these informal meetings were also

key to building relationships and rapport

with internal stakeholders.

Finally, as part of their induction process,

both Joe and Zoe have visited multiple

Group operating businesses. These visits

allowed Joe and Zoe to gain a better

understanding of the broad range of

products manufactured by Senior’s

operating businesses and their contribution

to and alignment with the overall Group

strategy, key customer expectations

and supplier relationships.

Directors receive training throughout the year,

and the Group Company Secretary provides the

Board with statutory and regulatory updates at

every Board meeting and notifies them of any

pressing points that are relevant between

meetings. We recognise the importance of

providing regular training to the Board Directors

– this ensures they are well-equipped with the

skills and competencies to fulfil their role

effectively as the business and operating

landscapes evolve. In 2024, the Directors

completed the following training modules:

• Insiders and Insider Dealing;

• Accounting and Financial Integrity;

• Global Fraud Prevention;

• 2024 Global Code of Conduct;

• Prevention of Facilitation of Tax Evasion;

• Cyber Security Training for Leadership;

• Preventing Sexual Harassment; and

• AI: Understanding its Use, Risk and

Limitations in the Workplace.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202486

GOVERNANCE

Succession planning

Effective succession planning plays a key role in

maintaining continuity of leadership, strategic

oversight and decision-making. In 2024, the

Committee received two scheduled updates on

the Group’s succession plans from the Group

Chief Executive Officer and the Group HR

Director. The plans, which focused on the

Executive Committee, their direct reports, and key

divisional and Group roles, mapped out candidates

capable of stepping into critical roles. This

approach ensures that the Group can respond

effectively to unexpected changes in leadership

and maintain operational performance.

The Committee maintained its focus on

reviewing individuals on the succession maps

using the nine-box matrix, assessing employees

based on two key dimensions – performance

and potential. The matrix served as a starting

point for discussions on development needs for

the individuals shown on the matrix. When

reviewing succession plans, the Committee

acknowledged the benefits of a diverse

workforce, diversity of thought and employing

individuals from diverse backgrounds and

experience across the organisation, including

Board members and senior managers.

In 2024, we continued with our leadership

development programme – “Leading for

Excellence”. “Leading for Excellence” enables

individuals to develop a number of critical

competencies, particularly in the areas of

leadership, stakeholder management and

people management skills. The “Leading for

Excellence” programme supports the

Company’s focus on developing and nurturing

those individuals who are capable of taking on

leadership roles in the future.

In 2024, we also introduced a mentoring

programme where members of the Board and

the Executive Committee were mentoring high

potential individuals, identified through the

succession planning process.

The Committee remained satisfied with the

evolution and progression of the succession

planning process and was supportive of the

initiatives to prepare high potential employees

for future leadership roles.

Board diversity and inclusion

The Board Diversity and Inclusion Policy

provides an effective framework for the

Nominations Committee and the Board to

follow in assessing the composition of the Board

and its Committees and recommending the

appointment of new Directors. The Company

is committed to maintaining and promoting all

aspects of diversity, inclusion and equal

opportunity among the members of its Board

and its Committees.

The Policy supports the Company strategy

in several ways. A diverse Board brings

a variety of perspectives, experiences and

viewpoints, improving strategic discussions

and decision-making. It helps the Company

to maintain its agility, adapt to change more

quickly, take advantage of emerging

opportunities and find innovative approaches

to address any challenges.

The objectives of the Policy in force for the year

ended 31 December 2024 include:

• maintaining no less than 40% of female

representation on the Board, including having

at least one female director in a senior Board

position (Chair, CEO, Senior Independent

Director or Chief Financial Officer);

• maintaining no less than one director from

a minority ethnic background on the Board;

• embedding diversity and inclusion principles

into the recruitment process for Board

appointments and succession planning by

only engaging with executive recruitment

firms that have signed up to the Voluntary

Code of Conduct for Executive Search Firms;

and

• working with executive recruitment partners

to widen the pool of candidates by considering

candidates from diverse backgrounds.

As at 31 December 2024, the Board has met all

of the objectives set by the Policy.

In addition, we confirm that the Company has

met the targets stipulated in the Listing Rule

6.6.6R (9) as at 31 December 2024. The

numerical data on the ethnic background and

the gender identity of the individuals on the

Board of the Company and in its Executive

Committee as at 31 December 2024 is set out

on page 73. As announced on 6 November

2024, Alpna would join the Senior plc Board in

April 2025 as an executive Director and will

become Group Chief Financial Officer in May

2025. In addition, Silvia Schwark will replace

Jane Johnston as the Group HR Director in early

2025. Data used for the purpose of making the

disclosures was collected through the

Company’s diversity monitoring forms

completed by the individuals on the Board of the

Company and in its Executive Committee.

The information on the gender balance of those

in senior management and their direct reports

can be found on page 27.

In 2023, we set a target of 30%, to be achieved

by December 2027, in respect of the Group’s

senior management positions that will be

occupied by ethnic minority executives. At the

end of 2024, ethnic minority representation

among the Group’s global senior management

positions was 23%.

This year, following the revised

recommendations of the Parker Review,

we set a new target of 15%, to be achieved by

December 2027, in respect of the Group’s UK

senior management positions.

Case study

EMPOWERING AND

ELEVATING TALENTED

WOMEN AT SENIOR

We are committed to providing a diverse

and inclusive workplace, and we believe

there remains an opportunity to further

improve our gender diversity, particularly

in our operating businesses by

developing more women into leadership

roles. To help us achieve this, we have

established Senior’s Women’s Network

which aims, among other matters,

to support women by identifying, raising

awareness of and addressing barriers for

women in the workplace. The Network

will provide opportunities for professional

development and networking, helping

women build confidence and skills to

progress in their careers. We recognise

that the Network’s outcomes may not

be immediately evident; instead,

we believe it will be able to create a

longer-term organisational change,

leading to increased representation of

women in Senior’s operational roles.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 87

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Board performance review

2023 Board performance review findings and the progress made in 2024

Continue the focus on Board skills and succession;

strengthen the induction process for new Board members

with emphasis on Senior’s strategy, products and

technology awareness, including site visits.

There had been good progress with Board succession, with the appointments

to the Board of Joe Vorih and Zoe Clements, and to the Executive team

of Alpna Amar and Silvia Schwark; changes to the induction process

for new Board members would be made based on feedback received.

Adopt a more formalised structured agenda and broader

role for the Nominations Committee, to enhance its

oversight of succession planning, approach to training,

development and talent.

The Nominations Committee oversaw the recruitment of two new

Board members and of two executives.

Continue to streamline Board processes by making

the Board meeting packs more concise.

Board processes continued to be reviewed including considering ways

to make the Board meeting packs more concise.

Provide further opportunities for the Group employees

to engage with and meet the members of the Board.

Further opportunities were provided for Group employees to engage with

and meet the members of the Board, including during site visits and through

the new Group Mentoring programme.

How the 2024 Board performance review has been conducted

The 2024 Board performance review was carried out internally through the use of online questionnaires. The scope of the questionnaires covered

the Board as well as the Audit, Remuneration and Nominations Committees. Areas covered by the questions included quality and quantity

of information being provided to the Board and its Committees, composition and any gaps in characteristics, experience or skills, quality of

discussions around strategic issues and other challenges facing the Company and relationship with the executive leadership, among other matters.

Following the completion of questionnaires by all Board Directors and the Company Secretary, a consolidated report was presented to the Board.

The outcomes and actions taken

Overall, the Board performance review concluded that the Board had exercised strong governance and was operating effectively. The recruitment

of Joe Vorih and Zoe Clements had addressed Board succession requirements and complemented the Board skills.

Board sessions had a good level of challenge and discussion, with appropriate and constructive input from non-executive Directors. The Board

Committees were all considered to be working effectively.

The Chair was committed and fully engaged in the discussions taking place both within and beyond Board meetings. Barbara Jeremiah and Mary

Waldner continued to be effective in their respective committee Chair roles. Barbara and Mary were also effective in their respective roles as the

Senior Independent non-executive Director and the designated non-executive Director for employee engagement.

The Board is committed to regular training, in particular on Cyber and a yearly refresh on Code of Conduct, with all Board members up-to-date

on requirements.

The Board agreed the following focus areas for 2025:

• the Nominations Committee would continue its focus on Executive succession and look to drive further improvements in the Group’s gender

diversity, particularly within the operational management teams;

• having defined the Fluid Systems strategy in 2024, the Board would continue to discuss and stress test the strategy, and oversee the

implementation of the strategy and operational improvements;

• increase the amount of time the Board spends considering market developments affecting the Group, including customer activity and supply

chain issues; and

• following the succession of the Group CFO and Group HR Director, ensure that their inductions are effective, that they build strong relationships

with the respective Chairs of the Audit and Remuneration Committees, and that they drive further improvements in Organisation efficiencies.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202488

GOVERNANCE

11.30 am on Friday 25 April 2025 at Senior plc,

59/61 High Street, Rickmansworth, Hertfordshire,

WD3 1RH. Please see the Notice of Annual General

Meeting 2025 for the details of the AGM; a copy of

the Notice can be found on the Company’s website.

Authority to purchase the Company’s

own shares

The Company purchased no ordinary shares of 10

pence each in the capital of the Company; 4,148,205

shares in the Company (2023– 3,234,988 shares) were

purchased by the Senior plc Employee Benefit Trust in

the year to satisfy the future vesting of executive share

awards and employee share plans. At the end of the

year, the Directors had authority, under a shareholders’

resolution dated 26 April 2024, to make market

purchases of the Company’s shares up to an aggregate

nominal amount of £42m (2023 – £42m), which

represented approximately 10% of the issued share

capital of the Company. A resolution to renew this

authority will be proposed at the forthcoming AGM.

Disclosure of information to auditor

Each of the persons who is a Director of the Company

at the date of approval of this Annual Report &

Accounts confirms that so far as the Director is aware,

there is no relevant audit information of which the

Company’s Auditor is unaware; and the Director has

taken all steps that he/she ought to have taken as a

Director in order to make himself/herself aware of any

relevant audit information and to establish that the

Company’s Auditor is aware of that information.

This information is given and should be interpreted in

accordance with the provisions of Section 418 of the

Companies Act 2006.

In 2016, the Group undertook a formal tender process

for its external audit function, which resulted in KPMG

LLP being appointed the Group’s External Auditor for

the financial year commencing 1 January 2017. KPMG’s

re-appointment was last approved by the Company’s

shareholders at the 2024 AGM. In accordance with

Section 489 of the Companies Act 2006, a resolution

for the re-appointment of KPMG LLP as Auditor of the

Company is to be proposed at the forthcoming AGM.

During the second half of 2024 the Board, with the

recommendation of the Audit Committee, agreed that

the Company would conduct a competitive tender of

the 2027 year-end audit during 2025.

By Order of the Board

Andrew Bodenham

Group Company Secretary

28 February 2025

effect, alter or terminate upon a change of control

of the Company, such as commercial contracts, bank

loan agreements, property lease arrangements, and

employee share plans. None of these are considered

to be significant in terms of their likely impact on the

business of the Group as a whole. Furthermore, the

Directors are not aware of any agreements between

the Company and its Directors or employees that

provide for compensation for loss of office or

employment that occurs because of a takeover bid.

Conflicts of interest

The Board has a procedure for identifying and

managing Directors’ potential conflicts of interest.

The Group Company Secretary maintains the Register

of Directors’ Potential Conflicts of Interest. Directors

are required to declare their own potential conflicts,

together with those of their close family members,

their partners, any trust to which they are a beneficiary,

a corporate body in which they have a 20% interest

or above, or a firm in which they are a partner. The

Directors review and confirm their Register entries at

least annually. At every Board meeting, the Directors

are required to declare if they have any potential

conflicts of interest in the business to be discussed at

the meeting. In 2024, the Directors confirmed there

were no potential or actual conflicts of interest.

Directors’ indemnities

Qualifying third-party indemnity provisions for the

benefit of the Directors were renewed by the

Company during the year and remain in force at the

date of this Report.

Research and design

In 2024, the Group incurred £20.0m (2023 – £20.0m)

on research and design. Product development

and improving manufacturing processes represent

the primary focus of the Group’s research and

design activities.

Political donations

No political donations were made by the Company

or any of the Group’s operations during the year.

Major shareholdings

The Company has been notified that the following

shareholders were interested in 3% or more of the

issued share capital of the Company:

% at

11 February

2025

Alantra Asset Management 17.07

Franklin Templeton 9.34

Aberforth Partners 7.9 8

Heronbridge Investment Management 5.20

Vanguard Group 5.11

BlackRock 4.14

Columbia Threadneedle Investments 3.88

Janus Henderson Investors 3.54

Fidelity International 3.52

Sterling Strategic Value Fund 3.09

So far as is known, no other shareholder had a

notifiable interest amounting to 3% or more of the

issued share capital of the Company, and the Directors

believe that the close company provisions of the

Income and Corporation Taxes Act 1988 (as amended)

do not apply to the Company.

Annual General Meeting

The Notice of Annual General Meeting describes the

business to be considered at the AGM to be held at

This Directors’ Report, together with the information

in the Strategic Report forms the management report

for the purposes of DTR 4.1.8R. The Strategic Report,

the Governance Report, which includes this Directors’

Report, and any notes to the Financial Statements

include information that would otherwise be included

in the Directors’ Report required under the Companies

Act 2006.

Disclosures located elsewhere in the

Annual Report & Accounts 2024

The Strategic Report on pages 1 to 69 includes details

of Senior’s Business Model, strategic priorities, financial

and non-financial key performance indicators, risks and

uncertainties, market overview, key growth drivers and

a summary of the Group’s 2024 performance.

Activities and business review

Senior plc is a holding company. The nature of the

Group’s operations and its principal activities are set

out in the Strategic Report on pages 1 to 69. Its Group

undertakings are shown on pages 175 and 176. Six of

the Company’s operating businesses and the Group

head office are located in the UK and 20 in the Rest

of the World.

Dividends

An interim dividend of 0.75 pence per share

(2023 – 0.60 pence) has already been paid and

the Directors recommend a 2024 final dividend of

1.65 pence per share (2023 – 1.70 pence). The final

dividend, if approved, will be payable on 30 May 2025

to shareholders on the Register of Members at the

close of business on 2 May 2025. This would bring

the total dividend for the year to 2.40 pence per share

(2023 – 2.30 pence).

Policy on employee disability

Senior provides support, training and development

opportunities to all our employees irrespective of any

disabilities they may have. We give full and fair

consideration to disabled applicants, and where an

existing employee becomes disabled during their

employment, we will make every effort to ensure they

are able to continue working for Senior in their original

or an alternative role.

Employee share plans

Details of employee share plans are set out in Note 32.

Restrictions on transfer of shares

There are no specific restrictions on the size of a holding

nor on the transfer of shares, which are both governed

by the general provisions of the Company’s Articles of

Association and prevailing legislation. The Directors are

not aware of any agreements between holders of the

Company’s shares that may result in restrictions on the

transfer of securities or on voting rights. No person has

any special rights of control over the Company’s share

capital, and all issued shares are fully paid.

Directors

With regard to the appointment and replacement of

Directors, the Company is governed by its Articles of

Association, the UK Corporate Governance Code

2018, the Companies Act 2006 and related legislation.

The powers of Directors are described in the Matters

Reserved for the Senior plc Board, which may be

found on the Company’s website. Each year,

shareholder approval is sought to renew the Board’s

authority to allot relevant securities.

Amendment of Articles of Association

The Articles may be amended by special resolution

of the shareholders.

Significant agreements

There are a number of other agreements that take

REPORT OF THE DIRECTORS

The Directors present their Report and supplementary reports, together with

the audited Financial Statements for the year ended 31 December 2024.

Acquisitions and disposals 157

Corporate governance statement

of compliance 72

Directors 74

Directors’ share interests 106

Stakeholder engagement 40

Future developments 18

Greenhouse gas emissions 16

Anti-bribery 79

Modern slavery 80

Related-party transactions 173

Risk management 50

Section 172 statement 46

Share capital 171

Use of Financial Instruments 128

Whistle-blowing 80

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 89

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

• reviewing and approving the terms of the

External Auditor’s engagement, including the

management representation letter addressed

to the External Auditor;

• reviewing the longer-term viability and the

going concern basis of accounting in

preparation of the Financial Statements

of the Group;

• approving the appointment or termination

of appointment of the Director of Risk

and Assurance;

• reviewing the effectiveness of the internal

audit function (currently headed by the

Director of Risk and Assurance); considering

the major findings of internal audit activities

and management’s response; ensuring

co-ordination between the internal audit

function and the External Auditor; reviewing

and approving the role and mandate of the

internal audit function; and annually approving

the Internal Audit Charter, ensuring it is

appropriate for the Group’s current needs;

• ensuring the internal audit function has

unrestricted scope, the necessary resources

and access to information to enable it to fulfil

its mandate, ensuring there is open

communication between different functions

and that the internal audit function evaluates

the effectiveness of these functions as part of

its internal audit plan, and ensuring that the

internal audit function is equipped to perform

in accordance with appropriate professional

standards for internal auditors;

• ensuring the internal Auditor has direct access

to the Board Chair and to the Audit

Committee Chair, providing independence

from the Executive and accountability to the

Audit Committee;

• carrying out an annual assessment of the

effectiveness of the internal audit function;

• reviewing the effectiveness of the Group’s

internal control systems that identify, assess,

manage and monitor financial risks, and other

internal control and risk management systems;

• developing and recommending to the Board

the Group’s Policy for the Provision of

Non-Audit Services by the External Auditor,

including specifying permitted non-audit

services and their approval requirements;

• ensuring the External Auditor’s remuneration

fee level is appropriate to enable an effective

and high-quality audit;

• monitoring the External Auditor’s processes

for maintaining independence and its

compliance with relevant law, regulation,

other professional requirements and the

Ethical Standard;

• agreeing with the Board a Policy on the

Employment of Former Employees of the

Group’s External Auditor, taking into account

the Ethical Standard and legal requirements,

and monitoring the application of this Policy;

Dear Shareholder,

The Audit Committee has been established by

the Board and consists entirely of independent

non-executive Directors. The primary role of the

Audit Committee is to maintain the integrity of

the financial reporting of the Group and to

ensure appropriate risk management and

internal control procedures. To enable the Audit

Committee to fulfil this role, its main

responsibilities include:

• conducting the process for selecting the

External Auditor and making

recommendations to the Board, and ultimately

shareholders, for approval of the appointment

of the External Auditor and the audit fee,

initiating tender processes in accordance with

regulatory requirements, and the resignation

or dismissal of the External Auditor;

• if an External Auditor resigns, investigating the

issues leading to this and deciding whether or

not any action is required;

• monitoring and assessing annually the

independence and objectivity of the External

Auditor, its compliance with regulatory

requirements, the effectiveness of the

external audit process and authorising the

provision, if any, of non-audit services and the

impact this may have on independence;

• monitoring the integrity of the Company’s

financial reporting, including its annual and

interim reports, preliminary announcements

and related formal statements. Reviewing and

reporting to the Board on significant financial

reporting issues and judgments which those

statements contain, having regard to matters

communicated to it by the Auditor. Reviewing

any other statements requiring Board approval

which contain financial information where

practicable and consistent with any prompt

reporting requirements. Where the

Committee is not satisfied with any aspect of

the proposed financial reporting by the

Company, it shall report its views to the Board;

• reviewing the Company’s statement on the

Annual Report & Accounts prior to

endorsement by the Board, that taken as a

whole the Annual Report & Accounts is fair,

balanced, understandable and provides the

information necessary to assess the Group’s

position and performance, Business Model

and strategy;

• discussing with the External Auditor issues

and reservations, if any, arising from the

year-end audit and the half-year review,

and any other matters the External Auditor

may raise;

Mary Waldner | Chair of the Audit Committee

“As Chair of the Audit Committee,

I am pleased to present the

Audit Committee Report for the

year ended 31 December 2024.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202490

GOVERNANCE

AUDIT COMMITTEE

REPORT

• understanding the strategy at both Group and

operational levels to ensure that business

risks and other relevant issues are effectively

identified and communicated to the Board;

• assessing the Audit Committee’s capabilities

in relation to diversity, risk experience and the

financial expertise of its members;

• understanding the implications of changes to

accounting standards;

• ensuring the Company’s corporate ethics,

anti-bribery and compliance procedures are

up to date in terms of addressing the potential

risks of fraud and misconduct;

• reviewing the Group’s Whistle-blowing Policy,

to ensure that appropriate procedures are in

place for employees, contractors and external

parties to raise, in confidence, any concerns

that they may have relating to suspected

malpractice, illegal acts, omissions or other

unethical corporate conduct, regarding

financial or other matters; and ensuring that

arrangements are in place for investigation of

such matters and follow-up action;

• giving due consideration to all relevant laws

and regulations, the provisions of the Code

and published guidance, the requirements of

the FCA’s Listing Rules, Prospectus Rules and

Disclosure Guidance and Transparency Rules

sourcebook, and any other applicable rules;

• after each Audit Committee meeting, the

Audit Committee Chair formally reports to

the Board on its proceedings and how the

Committee has discharged its duties;

• working and liaising with all other Board

Committees, ensuring interaction between

the Committees and the Board is reviewed

regularly; and

• considering any other topics specifically

delegated to the Audit Committee by the

Board from time to time.

The Audit Committee is required to report its

findings to the Board, identifying any matters

where it considers that action or improvement

is needed, and to make recommendations as

to the steps taken.

Composition of the Audit Committee

The Terms of Reference for the Audit

Committee state that the Audit Committee shall

be appointed by the Board from amongst the

independent non-executive Directors of the

Company, excluding the Company Chair, at least

one of whom shall have recent and relevant

financial experience. The Audit Committee shall

consist of not less than three members, of

which all shall be independent of any business

connection with the Group. Appointments to the

Audit Committee shall be for a period of up to

three years, which may be extended by a

maximum of two additional three-year periods,

subject to the members remaining independent.

One member of the Audit Committee, Barbara

Jeremiah, Senior Independent non-executive

Director and Chair of the Remuneration

Committee was appointed a non-executive

director of Johnson Matthey Plc with effect

from 1 July 2023. Johnson Matthey Plc, a

related party of the Group, has been renting

excess car parking space from one of the

Group’s operating businesses on a rolling

monthly basis. The lease contract was in place

prior to the acquisition of Thermal Engineering in

2013 by the Group and Barbara has had no

involvement in the contract; further details can

be found on page 173.

The Audit Committee is composed entirely of

independent non-executive Directors, as shown

in the table above.

Two members constitute a quorum for the Audit

Committee. The Group Company Secretary acts

as Secretary to the Audit Committee.

Details of the attendance at Audit Committee

meetings during the year are shown on page 73.

Collectively, the members of the Audit

Committee have significant commercial and

financial experience at a senior management

level. I have the recent and relevant financial

experience required by the UK Corporate

Governance Code to chair the Audit Committee.

For details of the qualifications of members

of the Audit Committee, please refer to the

Board of Directors’ biographies shown on

pages 74 to 76.

No member of the Audit Committee has any

connection with the Company’s External

Auditor, KPMG LLP.

Audit Committee’s Terms of Reference

The Audit Committee’s Terms of Reference are

reviewed annually to take into account current

views on good practice and recent updates to

the UK Corporate Governance Code. The UK

Corporate Governance Code 2018 was adopted

by the Audit Committee from the accounting

period beginning on 1 January 2019. The Audit

Committee’s Terms of Reference were updated

in December 2024, reflecting the changes

introduced by the UK Corporate Governance

Code 2024.

The Board expects the Audit Committee to have

an understanding of:

• the principles, contents and developments

in financial reporting, including the applicable

accounting standards and statements of

recommended practice;

• the key aspects of the Group’s operations,

including corporate policies, its products

and services, Group financing, and systems

of internal control;

• the matters that could influence or distort

the presentation of accounts and key figures;

• the principles of, and developments in,

company law, sector-specific laws and other

relevant corporate legislation;

• the roles of internal and external auditing

and risk management; and

• the regulatory framework for the Group’s

operating businesses.

The full Terms of Reference of the

Audit Committee may be found on the

Company’s website.

Member Appointment date

Mary Waldner (Committee Chair)

1 December 2021

Susan Brennan

(1)

1 January 2016

Barbara Jeremiah 1 January 2022

Rajiv Sharma 1 January 2019

Joe Vorih 1 January 2024

Zoe Clements 1 September 2024

(1)

Susan Brennan will be stepping down from the Board following the conclusion of the 2025 AGM.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 91

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

AUDIT COMMITTEE REPORT CONTINUED

Activities of the Audit Committee

The Audit Committee met on 28 February 2024 to consider the 2023 year-end report and during the subsequent 12 months conducted the following

business on the four standard scheduled meeting dates, as indicated below:

29 May 2024 31 July 2024

• Discussed the external audit plan and strategy proposed by KPMG LLP

for the 2024 audit, including materiality, scope, significant risks and other

areas of audit focus, the audit cycle and auditor reporting.

• Considered the implications of ISA (UK) 600 (Revised) Standard.

• Reviewed and approved the terms of the proposed letter of engagement

addressed to the External Auditor.

• Discussed the timeline for the external audit tender.

• Reviewed the accounting presentation and judgmental issues, and the

funding and liquidity reports for the half-year ended 30 June 2024.

• Reviewed, challenged and agreed the basis for going concern to be adopted

for the 2024 Interim Results.

• Reviewed the Tax Memorandum for the half-year ended 30 June 2024.

• Reviewed and accepted KPMG LLP’s Report to the Audit Committee on the

half-year review for the six months ended 30 June 2024.

• Reviewed and approved the terms of the management representation letter

addressed to the External Auditor.

• Approved the 2024 Audit Plan and Strategy Report.

• Reviewed and approved KPMG LLP’s 2024 audit fee.

• Reviewed KPMG LLP’s confirmation of its objectivity and independence,

including analysis of permissible non-audit services carried out in 2024.

• Discussed the Group’s draft Announcement of the 2024 Interim Results

together with the draft slides for the analysts’ presentation.

• Received and considered reports presented by the Director of Risk and

Assurance including internal audit and risk management activities. The

Committee concluded that, during the first half of 2024, the internal audit

function had operated with adequate resources and access to personnel,

data and documents necessary to conduct its audit plan; it also maintained

its organisational independence.

• Reviewed the results of an internal quality assessment of the Group’s internal

audit function.

• Reviewed governance agency recommendations on the Company’s Annual

Report & Accounts 2023.

• Reviewed and approved the Group’s Whistle-blowing Policy.

• Considered a detailed timetable for the external audit tender process.

26 September 2024 25 February 2025

• Assessed the significant risks that are considered by the Audit

Committee, agreeing they would be unchanged from 2023, apart from

renaming “Other provisions” to “Legal claim and warranty provisions”.

• Received and considered a report presented by the Director of Risk and

Assurance.

• Received an update from the Group’s Internal Audit Manager.

• Reviewed the effectiveness of the external audit process.

• Reviewed the results of the bi-annual agents and advisers’ status report.

• Approved the draft updated Terms of Reference of the Audit Committee, to

align with the requirements of the 2024 UK Corporate Governance Code.

• Approved the draft Policy for the Provision of Non-Audit Services by the

External Auditor and the draft Policy on the Employment of Former

Employees of the Company’s External Auditor, to align with the

requirements of the Ethical Standard 2024.

• Reviewed the effectiveness and quality of the 2023 external audit.

• Reviewed and considered proposals on managing the external audit

tender process.

• Reviewed the accounting presentation and judgmental issues, and the

viability assessment report for the year ended 31 December 2024, which

included consideration of compliance with all debt covenants at all

measurement dates out to 31 December 2026.

• Reviewed and approved the statements included in the Annual Report

& Accounts 2024 concerning internal control, risk management, including

the assessment of principal risks and emerging risks, TCFD and the

Viability Statement.

• Reviewed, challenged and agreed the going concern basis to be adopted for

the 2024 Accounts.

• Reviewed the Tax Memorandum for the year ended 31 December 2024.

• Reviewed and accepted KPMG LLP’s Report to the Audit Committee on the

audit of the Financial Statements for the year ended 31 December 2024.

• Reviewed KPMG LLP’s confirmation of its independence and objectivity.

• Reviewed and approved the terms of the management representation letter

addressed to the External Auditor.

• Approved the Audit Committee Report for 2024.

• Reviewed the effectiveness of the Group’s risk management and

internal control systems and disclosures made in the Annual Report

& Accounts 2024.

• Reviewed the draft Annual Report & Accounts 2024 and reviewed the

Company’s statement on the draft Annual Report & Accounts prior to

endorsement by the Board, that, taken as a whole, the draft Annual Report

& Accounts is fair, balanced and understandable and provides the information

necessary to assess the Group’s position and performance, Business Model

and strategy.

• Discussed the Group’s draft Announcement of the 2024 Final Results

together with the draft slides for the analysts’ presentation.

• Reviewed the Notice of Meeting for the 2025 AGM and the Proxy Form

for the 2025 AGM.

• Received and considered a report presented by the Director of Risk and

Assurance, which included the proposed 2025 internal audit plan. The

Committee concluded that, throughout 2024, the Internal Audit function

operated with adequate resources and access to personnel, data and

documents necessary to conduct its audit plan; it also maintained its

organisational independence.

• Reviewed and approved the Internal Audit Charter.

• Assessed the effectiveness of the internal audit function.

• Reviewed the results of the bi-annual agents and advisors’ status report.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202492

GOVERNANCE

The Audit Committee held a private meeting with the External Auditor and a private meeting with the Group’s Director of Risk and Assurance on

31 July 2024 and 25 February 2025, without executive management being present. In addition, the Chair of the Audit Committee held separate

meetings with each of these during the course of the year.

In addition to the four scheduled meetings summarised above, an additional Audit Committee meeting was held in April 2024, to approve the draft

Trading Update for the three-month period ended March 2024; the latter being subject to final confirmation by the Disclosure Committee.

Audit Committee attendance and separate discussions

The Audit Committee typically invites the non-executive Chair, Group Chief Executive Officer, Group Finance Director, Group Financial Controller,

the Group’s Director of Tax & Strategic Finance, the Group’s Director of Risk and Assurance and senior representatives of the external audit firm

to attend its meetings, although it reserves the right to request any of these individuals to withdraw from any meeting.

Significant risks considered by the Audit Committee

The table below summarises the significant risks considered by the Audit Committee, including significant judgments and estimates:

Significant risks considered by the Audit Committee How the risk was addressed by the Audit Committee

Legal claim and warranty provisions

Provisions are held where management considers there is an obligation,

payment is probable and the amount payable can be reliably estimated.

Provisions held by the Group include but are not limited to those held

against legal claims and contractual matters and product warranties.

There is a risk that other provisions overstate or understate the

associated liability.

The Audit Committee considered the basis upon which management

had made its accounting judgments to determine the level of legal claim

and warranty provisions. The Audit Committee carefully considers the

assumptions applied and provides appropriate challenge including an

assessment of the related sensitivities (See Note 24). These were further

discussed with the External Auditor.

The Audit Committee believes there are no further reportable issues

arising from these significant areas.

Tax provisioning for uncertain risk exposures, which was a significant risk in the Annual Report & Accounts 2023, is no longer considered a

significant risk as the reorganisation of the Group’s legal entities’ structure in 2023 had reduced the reasonable range of estimated outcomes.

Other judgments and estimates

The Audit Committee considered other areas of focus where judgments and estimates have a significant effect on the amounts recognised in the

2024 Financial Statements. These areas of focus and how they were addressed by the Audit Committee are described below:

Other focus areas considered by the Audit Committee How these were addressed by the Audit Committee

Other key judgments and estimates

These include, but are not limited to, judgments and estimates in areas

not covered by significant risks such as going concern and viability,

goodwill impairment assessment, retirement benefits, leases and

income taxes (including uncertain risk exposures) and inventory net

realisable value.

We continue to progress strategic options for our Aerostructures

business including the potential divestment of the business. At 31

December 2024, judgment is required to determine whether the

business is classified as held for sale in accordance with IFRS 5.

The Audit Committee reviewed the accounting presentation and

judgmental issues paper, including a funding and liquidity report, for the

related reporting period from the Group Financial Controller. In addition,

the Audit Committee received a tax memorandum paper for the related

reporting period from the Group’s Head of Tax & Strategic Finance.

In its review of these presentation papers, the Audit Committee

challenged management on the critical accounting judgments,

and the key sources of estimation and uncertainty that were taken

in the preparation of the Financial Statements, and concluded that they

were appropriate.

The Audit Committee reviewed the critical accounting judgment

that Aerostructures does not meet the criteria for held for sale at

31 December 2024 and concluded that, in line with the assessment

taken in the prior year, this continues to be appropriate treatment up

to and including the assessment date of 31 December 2024.

The Audit Committee believes there are no further reportable issues

arising from these other key judgments and estimates.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 93

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

AUDIT COMMITTEE REPORT CONTINUED

Presentation of results

The Board has a policy to separately disclose

items it considers are outside the normal

course of management oversight and control

on a day-to-day basis and are not reflective of

in-year trading performance. Indicative criteria

such as the period to which the item relates

and external driven factors that are outside of

the control of the Group in combination with

the magnitude and consistency of application

are also considered.

The Audit Committee assessed the presentation

to ensure a fair and balanced treatment of what

is and is not included as an adjusting item,

considered related guidance issued by the

Financial Reporting Council (“FRC”) and the

European Securities and Markets Authority

(“ESMA”), and the need to ensure any

alternative performance measures are

presented with equal prominence to reported

figures and on a consistent basis year-on-year.

The Audit Committee discussed the

presentation of adjusted items with the External

Auditor, and concurs with management’s view

that the presentation of items excluded from

and included in adjusted results, combined with

wider disclosures throughout the Annual Report,

provides useful information to aid the

understanding of the performance of the Group.

External audit

Independence of the External Auditor and

policy on the provision of non-audit services

The Audit Committee is responsible for

reviewing and monitoring the External Auditor’s

independence. To fulfil this responsibility, the

Audit Committee reviewed an annual letter of

independence issued by the External Auditor

confirming their independence and compliance

with the FRC Ethical Standard and detailing

safeguards to maintain independence, including

limiting the scope and value of non-audit

services provided by the External Auditor.

The Company maintains a Policy for the

provision of non-audit services by the External

Auditor (the “Policy”), which is aimed at

mitigating any risks threatening, or appearing to

threaten, the External Auditor’s independence

and objectivity arising through the provision of

non-audit services. The Policy, which is in line

with recommendations set out in the FRC’s

Guidance on Audit Committees (2016), was

updated in 2024, to align it with the

requirements of the Ethical Standard 2024.

The Policy differentiates between:

• permitted non-audit services, for which

the Audit Committee has pre-approved the

use of the External Auditor subject to the

below limits:

Value

Approval required prior

to engagement of the

External Auditor

up to £25,000 Group Finance Director

£25,000 – £50,000

Chair of the Group Audit

Committee (or delegate)

£50,000 and above Group Audit Committee

and

• prohibited non-audit services.

When reviewing requests for permitted non-

audit services, the Audit Committee assesses:

• whether provision of such services impairs

the External Auditor’s independence or

objectivity and any safeguards in place to

eliminate or reduce such threats;

• the nature of non-audit services;

• whether the skills and experience make the

External Auditor the most suitable supplier

of the non-audit service;

• the fee to be incurred for non-audit services,

both for individual non-audit services and in

aggregate, related to the Group audit fee; and

• the criteria which govern the compensation

of the individuals performing the audit.

In addition, the Ethical Standard requires an

assessment of whether it is probable that an

objective, reasonable and informed third party

would conclude independence is not

compromised. The approval of the Audit

Committee must be obtained before the

External Auditor is engaged to provide any

non-audit services and these services are

limited to activities which feature on the

approved Permitted Non-Audit Services list.

The total fees for non-audit services shall be

limited to no more than 70% of the average of

the statutory audit fee for the Company, of its

controlled undertakings and of the consolidated

Financial Statements paid to the External Auditor

in the last three consecutive financial years.

In 2024, the permitted services undertaken

by KPMG LLP are set out in the table below.

The Audit Committee considered that it was

beneficial for the Company to retain KPMG LLP

for a small amount of permitted non-audit work

and audit-related services, because of the firm’s

knowledge of the Group and our requirements

that the Interim audit be performed by the

External Auditor. The Audit Committee

continues to closely monitor the nature

and level of such permitted non-audit work.

Fees 2024 2023

Interim review £0.07m £0.06m

Permissable tax audit

required in India,

assessment of tax

incentives in Thailand and

certification of expenses in

UK and France £0.01m £0.01m

Total audit-related services: £0.08m £0.07m

Non-audit related services: £nil £nil

KPMG have not performed any non-audit

services during the year ended 31 December

2024 or subsequently which are prohibited by

the FRC Ethical Standard.

Policy on tendering

In order to maintain auditor independence

and comply with FRC, EU guidance and the

provisions of the CMA Order 2014 on audit

tendering, the Group undertook a formal tender

of its external audit during the first half of 2016,

led by the Audit Committee. The appointment

of KPMG LLP as the Group External Auditor for

the financial year commencing 1 January 2017

received approval by shareholders at the Annual

General Meeting held in April 2017.

The Audit Committee reviews annually whether

it is appropriate to put the external audit out to

tender. During the second half of 2024 the

Board, with the recommendation of the Audit

Committee, agreed that the Company would

conduct a competitive tender of the 2027

year-end audit during 2025. In the second half

of 2024, the Audit Committee selected

participants to invite based on assessment of

global reach with scale, interest and resources

to conduct a complex international audit. At this

stage of the process, due consideration was

given to mid-tier firms as required by the FRC.

The Audit Committee fully evaluates auditor

performance and independence annually but

does not favour mandatory five-year rotation.

Assessment of external audit

quality and effectiveness

The Audit Committee reviewed the effectiveness

of the External Auditor and the external audit

process, including an assessment of the quality

of the audit, at its September 2024 meeting.

In 2024, the assessment of the effectiveness

of the external audit process was again

performed by assessing a range of key areas

through a formal questionnaire that was

individually distributed to all the members of

the Audit Committee and all other executive

and non-executive Directors. The questionnaire

considered the following aspects:

• calibre of the external audit team and the

audit partner;

• the robustness of the external audit

process and degree of challenge to

matters of significant audit risk and areas

of management subjectivity;

• the degree of professional scepticism

applied by the External Auditor;

• quality of the audit and audit planning

approach;

• role of the management;

• communication and formal reporting by the

External Auditor to the Audit Committee;

• the External Auditor’s support of the work

of the Audit Committee;

• insights and adding value;

• audit fees; and

• independence and objectivity.

Senior management received answers

and comments from all questionnaires and

consolidated them into a report. The Audit

Committee used this report to facilitate a

debate at its September 2024 meeting and

to assist in assessing the level of external

audit effectiveness.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202494

GOVERNANCE

Examples of the Auditor’s professional scepticism

and challenge of management’s assumptions, as

noted by the Committee, include:

• Held for sale accounting – the External

Auditor challenged whether the potential

divestment of Aerostructures business met

the threshold of highly probable, including

whether the expectation that it would be

completed within 12 months was fully met as

at 31st December 2024; and concurred with

the judgment taken by the Board.

• Valuation of customer claims provision –

the External Auditor challenged the

assumptions and found the provisions for

customer claims continued to be balanced

and the provision recorded reflected the

inherent uncertainty.

• Valuation of defined benefit pension

liability – performing benchmarking

of management’s assumptions for the

valuation of defined benefit obligations

by comparing assumptions using their

independent expectations.

Feedback about the effectiveness of the

external audit process from the local

management teams was also considered by

the Audit Committee. The Audit Committee

concluded that the External Auditor had

challenged the thinking of the Company and of

the Audit Committee on a number of significant

issues and had maintained its independence.

Following completion of the assessment

process outlined above, the Audit Committee

concluded that it was satisfied with the

effectiveness of the External Auditor; as a

consequence, the Audit Committee has

recommended to the Board that KPMG LLP

be re-appointed as Auditor for 2025.

Specific areas referred to the

External Auditor

In 2024, the Audit Committee has not asked

the Auditor to explicitly review any specific

areas because the significant risks and other

focus areas considered by the Auditor were

aligned with the significant risks considered

by the Audit Committee. The Audit Committee

was satisfied with the results of the Auditor’s

results and findings.

Internal control and risk management

The Audit Committee is responsible for

reviewing the Company’s internal financial

controls and risk management systems. The

Group Director of Risk and Assurance, supported

by the Internal Audit Manager, provided regular

reports to the Committee on the findings of the

internal audits performed at the Group operating

businesses. The reports, covering a range of

financial and non-financial controls, evaluated the

operation of controls and detailed specific areas

for improvements, where applicable.

The Chair and non-executive Directors are

actively encouraged to visit the Group’s

operating businesses unaccompanied by

executive Directors. Such visits enable the

Directors to meet the local management teams

and employees and also undertake site tours

to review matters including production methods,

health and safety and the status of internal audit

findings. These visits are viewed by the Audit

Committee as making a positive contribution

to the internal control framework.

There have been no substantive changes to the

Group’s Enterprise Risk Management process

during 2024; the Executive Committee

considers emerging risks alongside the principal

risks. Throughout the year, the Audit Committee

received comprehensive reports covering risk,

assurance and compliance activities.

Supplementary functional risk assessments

covering sustainability-related risks and

opportunities, fraud and facilitation of tax

evasion were completed in 2024. The outcomes

of the risk assessments were reported to the

Board, as part of the annual review of the

Group’s risk management processes.

In preparation for the enhanced reporting

obligations under provision 29 of the UK

Corporate Governance Code 2024, the Audit

Committee received updates on the steps

taken by the Company to review its existing

internal control environments. The Committee

will continue to provide effective oversight

to the Group’s internal control system to

ensure compliance with the forthcoming

regulatory change.

Internal audit

The Audit Committee is responsible for

monitoring and reviewing the effectiveness of

the Company’s internal audit function, which is

headed by the Director of Risk and Assurance,

with the support of the Internal Audit Manager.

In 2023, the Committee approved the

Senior plc Internal Audit Charter, a formal

document defining the responsibilities and

authority of the internal audit function at Senior.

During its February 2024 meeting, the

Committee reviewed the 2024 internal audit

plan, detailing scheduled assurance and risk

management activities. Regular progress r

eports were provided to Audit Committee

throughout the year.

As part of assessing the effectiveness of the

internal audit function, the Audit Committee

held two private sessions with the Director of

Risk and Assurance without the executive

Directors being present. The Committee

remained satisfied that the internal audit plan

was well aligned to the principal risks of the

Company and was effective in evaluating the

operation of internal controls.

During 2024, the Audit Committee reviewed

the results of a comprehensive internal

quality assessment completed by the

Company of the internal audit function.

The assessment evaluated the function

against the 2017 International Standards

for the Professional Practice of Internal

Auditing and Code of Ethics as maintained

by the Institute of Internal Auditors.

During its meeting on 31 July 2024 and

25 February 2025, the Audit Committee

concluded that the Internal Audit function had

operated with adequate resources and access

to personnel, data and documents necessary

to effectively conduct its Internal Audit plan.

Conclusion

As a result of its work during the year, the Audit

Committee has concluded that it has acted fully

in accordance with its Terms of Reference. At its

meeting held on 25 February 2025, the Audit

Committee considered each section of the draft

Annual Report & Accounts 2024, and the

document as a whole, as proposed by the

Company; it reached a conclusion and advised

the Board that it considered the draft Annual

Report & Accounts 2024 to be fair, balanced and

understandable and that it provided the

information necessary for shareholders to

assess the Group’s position and performance,

Business Model and strategy. As the Chair of

the Audit Committee, I will continue, where

appropriate, to be available to engage with

shareholders on the scope of the external audit

and other significant matters related to the Audit

Committee’s areas of responsibility and I will be

available at the 2025 AGM to answer any

shareholders’ questions about the work of the

Audit Committee.

Approval

This Report was reviewed and approved by the

Audit Committee and signed on its behalf by:

Mary Waldner

Chair of the Audit Committee

28 February 2025

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 95

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Dear Shareholder,

I am pleased to present the Report of the

Remuneration Committee for the financial year

ended 31 December 2024. This statement sets

out the work of the Committee during the year

and provides the context for the decisions taken.

The Report will be subject to an advisory vote at

our forthcoming AGM.

The link between strategy

and remuneration

Senior’s Purpose is “We help engineer the

transition to a sustainable world for the benefit

of all our stakeholders” and its Vision is to be

a trusted and collaborative high value-added

engineering and manufacturing company

producing sustainable growth in operating

profit, free cash flow and shareholder value.

This is supported by a number of key strategic

priorities, as explained in detail in the

Strategic Report on pages 34 to 35.

Our approach to executive remuneration

supports this Vision, with our bonus plans

incentivising earnings growth, free cash flow

and sustainability, and our long-term plans

rewarding the creation of shareholder value,

earnings growth and return on capital. We

regularly consider the alignment of our

performance metrics with the business strategy

and over time have evolved our approach to

reflect changes in strategic focus and the views

of shareholders. As a reminder, for 2024 we

introduced two non-financial measures into the

annual bonus to link incentives more closely

with Senior’s sector-leading approach to

sustainability and wider ESG matters.

The incentive framework is set out in our

Remuneration Policy, the renewal of which was

supported by over 92% of the shareholder vote

at last year’s AGM, following a shareholder

engagement exercise which helped to shape

the final proposals. The Committee was also

pleased with the vote of over 98% in favour of

the Directors’ Remuneration Report for 2023

and over 93% in favour of the new LTIP plan

rules. I would like to thank shareholders for

their input and continued support for the

Committee’s approach. A summary of the

Remuneration Policy is set out on pages 99

to 101 of this report.

Senior’s performance during 2024

Senior has delivered 2024 results with trading

in line with revised expectations and strong

cash performance, notwithstanding the

well-documented situation at Boeing.

We responded dynamcially, supporting our

customers and controlling our costs, limiting

the impact on Aerospace profitability. Our

Aerospace revenue and profits have grown.

In Flexonics, we outperformed softer markets

and delivered double-digit margins, albeit

revenues and profits were slightly lower

as anticipated.

In 2024, Senior has continued to deliver on

its strategy by investing in markets where we

believe there is a significant growth potential

and where the Group’s skills and knowledge

can be exploited, such as aerospace highly

engineered standard parts/components.

Executive Directors’ remuneration

for 2024

The executive Directors were eligible for an

annual bonus of up to 150% of basic salary,

payable subject to the achievement of stretching

targets linked to key performance metrics.

A total of 80% of the bonus was based on

adjusted EPS and free cash flow, maintaining

the ratio between these two financial metrics

at 60% and 40% respectively. Reflecting the

headwinds described above, performance did

not reach the lower threshold of the stretching

ranges set at the start of the year, and therefore

no bonus was payable for these elements.

The remaining 20% of the bonus was based on

two key non-financial measures introduced into

the bonus for 2024 to link our incentives more

closely to sustainability and wider ESG matters.

As described in the Sustainability Report, we

achieved a significant reduction in our Scope 1

and 2 emissions during 2024, which means the

2024 performance is already better than our

stated objective to deliver a 30% reduction in

such emissions by 2025. Our employee

engagement score increased year-on-year,

reflecting our focus on talent, development

and creating an environment where employees

feel motivated and engaged. For both of these

metrics, performance was above the upper

end of the stretching range set, resulting in full

pay-out. Details of the targets are set out on

page 104.

BarbaraJeremiah | Chair of the

Remuneration Committee

“ Our Remuneration Policy aligns

executives with our shareholders

and wider stakeholders.”

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202496

GOVERNANCE

REMUNERATION COMMITTEE REPORT

CHAIR’S ANNUAL STATEMENT

Overall, bonuses were therefore achieved

at a level of 20% of the maximum, leading

to an outcome of 30% of basic salary for

both Directors. In reviewing this outcome,

the Remuneration Committee considered the

wider performance of the business during the

year and the contributions of the management

team to the successful implementation of

the strategy for the year. The Committee

concluded that the outcome was an appropriate

and fair outcome for all stakeholders.

The 2022 LTIP award was based on

performance over the three years to

31 December 2024, using three equally

weighted performance metrics: Return on

Capital Employed (“ROCE”), adjusted EPS

and relative Total Shareholder Return (“TSR”).

Again, reflecting external headwinds during

the period, ROCE and adjusted EPS outturns

were below the relevant minimum thresholds.

However, TSR performance was above

median resulting in a vesting of 36% of

maximum for that element. Overall, the award

will vest at 12% of maximum and is subject

to a two-year post-vesting holding period.

Further details are set out on page 105.

Executive Director succession in 2025

As disclosed during 2024, Bindi Foyle is due to

retire as Group Finance Director shortly after the

2025 AGM after 19 years with the Group. Bindi

will be succeeded by Alpna Amar who will join

the Senior plc Board in April 2025 and will

succeed Bindi as Group Chief Financial Officer in

May 2025. The Committee has determined the

remuneration arrangements which will apply in

line with our Remuneration Policy.

On appointment, Alpna’s salary will be set at

£400,000. Alpna will be eligible for an annual

bonus of 150% of basic salary (pro-rated for

2025 to reflect the portion of the year worked)

and a 2025 LTIP award of 175% of basic salary.

To compensate Alpna for the forfeiture of equity

awards from her previous employment, the

Committee has agreed to grant replacement

awards following appointment which would

remain subject to performance conditions

where appropriate and would mirror the value

and the vesting/release schedule of the forfeited

share awards, in line with the recruitment

provisions in our Remuneration Policy. Full

details of these awards will be disclosed at the

time of grant and in next year’s report.

Implementation of the Policy for 2025

Basic salaries for David Squires and Bindi Foyle

will increase by 2.4% and 2.1% respectively,

with effect from 1 January 2025. This is below

the average increase of 4.25% for employees

across our operations. Pension contributions for

the Directors will remain at 15% of basic salary,

aligned with the contribution rate available to the

majority of the UK workforce.

In line with the Policy, the executive Directors

will have the opportunity to earn up to 150%

of basic salary as an annual bonus for 2025

(subject to appropriate pro-rating in respect

of the Group Chief Financial Officer). The

performance measures will remain unchanged

from 2024, reflecting the refinements made to

our framework in last year’s Policy review. A total

of 80% of the bonus will remain subject to

challenging financial targets linked to adjusted

EPS and free cash flow. The remaining 20% will

be based on two equally weighted quantitative

strategic non-financial measures: absolute

reductions in Scope 1 and Scope 2 emissions

and progress in Senior’s employee engagement

score. The specific targets are considered

commercially confidential at this stage but will be

published in full in next year’s report. Any bonus

payment will be subject to the appropriate

deferral arrangements and the standard malus

and clawback provisions set out in our Policy.

In 2025, David Squires and Alpna Amar will be

granted LTIP awards at a level of 200% and

175% of basic salary, respectively, in view of

her retirement, Bindi Foyle will not participate

in the 2025 LTIP. The headline performance

metrics will be unchanged, with the retention

of the existing mix of ROCE, relative TSR and

adjusted EPS, each with a one-third weighting.

These metrics provide for a combined focus

on absolute financial performance, returns to

shareholders and efficient use of capital, all of

which are critically important to the business

and to investors. The specific targets for the

2025 LTIP award are considered suitably

challenging over the performance period,

which runs to the end of the 2027 financial

year, and recognise our long-standing belief

that maximum vesting should require material

outperformance. The adjusted EPS target

range has been set at 13.40p to 19.42p with

the ROCE range maintained at 13.5% to 17.0%,

requiring outperformance of our stated

long-term strategic ambition.

The TSR element will be based on Senior’s

performance relative to the FTSE 350

(excluding companies in the Financial Services,

Oil, Gas & Coal, Mining and Real Estate

sectors). For maximum vesting, upper quartile

performance will be required, in line with

conventional market practice for TSR

performance conditions. Further details

on the targets are set out on page 109.

Any awards which vest will be subject to

the usual Committee assessment of overall

performance over the LTIP period as well

as a two-year post-vesting holding period.

Malus and clawback provisions will apply.

Consultation with stakeholders

during the year

Consultation with shareholders

As reported last year, I held a number of

conversations with major shareholders in

respect of the renewal of the Directors’

Remuneration Policy and of the LTIP plan

rules, and the feedback we received helped to

shape the final proposals. Further shareholder

engagement on remuneration matters will take

place as appropriate over the coming year.

Consultation with employees regarding

executive remuneration

During the year, I reviewed executive

remuneration with employee representatives

from the UK operating businesses. In addition,

Mary Waldner, as the designated non-executive

Director with responsibility for employee

engagement, met with employees across the

wider Group and discussed a variety of subjects,

including remuneration.

Wider workforce remuneration

The Committee continues to pay close attention

to remuneration policies and practices across

the wider workforce, and takes these into

account when agreeing the shape and level

of the executive Directors’ remuneration.

Participation in the LTIP extends to around

50 senior executives within the business,

all of whom are subject to the same

performance conditions as the executive

Directors. The new ESG performance measures

which were introduced into the Directors’

annual bonus plan for 2024 were also rolled out

to all those business leaders who participate in

the Group’s senior manager bonus plan.

Equity awards in the form of restricted shares

are granted to select individuals who are

considered to have significant potential or who

are key contributors. All-employee share plan

arrangements are offered to employees in the

UK, US and continental Europe in the interests

of encouraging wider levels of share ownership

across the business. A new Sharesave contract

will be launched later in 2025.

AGM

At the AGM on 25 April 2025, shareholders will

be asked to vote on the Annual Remuneration

Report. I trust that the decisions the Committee

has taken in respect of 2024 will have your

support. If you have any questions on this

Report or on remuneration matters more

generally, I can be contacted via the Group

Company Secretary.

Barbara Jeremiah

Chair of the Remuneration Committee

28 February 2025

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 97

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Overview of our remuneration framework for 2024

Element of remuneration Key features

Salary and employment benefits Market competitive to attract and retain high quality executives (including fully expensed car or car

allowance, private medical insurance, life insurance, income protection, and defined contribution

retirement benefits or allowances)

Annual bonus:

Free cash flow (48%)

Adjusted EPS (32%)

Reduction in CO

emissions (10%)

Employee engagement score (10%)

Rewards achievement against annual performance objectives:

• Maximum bonus is 150% of salary.

• One-third of any award is paid in shares, deferred for three years.

• Group Chief Executive Officer and Group Finance Director target: 75.0% of salary.

Long-Term Incentive Plan:

Adjusted EPS (33.3%)

TSR (33.3%)

Return on Capital Employed (33.3%)

Supports the Company’s longer-term strategic aims to create sustainable growth in shareholder value

and to incentivise, motivate and retain senior talent:

• Maximum award is 200% of salary.

• 25% vesting at “threshold”.

Shareholding requirements Equivalent to 200% of executive Directors’ salary

Post-employment shareholding requirement applies for a period of two years following cessation,

as set out on page 101

Clawback and malus provisions Cash bonus awards subject to clawback

Share awards (LTIP and unvested deferred shares) subject to clawback, malus and post-employment

shareholding requirement

Performance highlights and incentive outcomes

Annual bonus Target Actual

Bonus achieved

(% of

maximum)

Performance condition

Free cash flow £22.7m £17.3m nil%

Adjusted EPS

(1)

8.44p 7.55p nil%

Reduction in CO

emissions (tonnes CO

equivalent emitted) 40,251t 38,238t 100%

Employee engagement score 7.3 7.5 100%

Bonus award to Group Chief Executive Officer and Group Finance Director: 20% of maximum

(1)

Adjusted EPS is measured on a constant currency basis to reduce the impact of exchange rate movements on bonus outcomes.

Long-Term Incentive Plan (2022 award) Targets (threshold – maximum) Actual

Achieved

(% of maximum)

Adjusted EPS (33.3%) 10.05p (minimum threshold) to 12.35p (maximum threshold)

for the final financial year of the three-year performance period

7.17p nil%

Return on Capital Employed (33.3%) 10.0% (minimum threshold) to 13.5% (maximum threshold)

for the final financial year of the three-year performance period

6.8% nil%

Total Shareholder Return (33.3%)

TSR ranking: 50th percentile (minimum threshold) to 75th

percentile (maximum threshold)

53rd percentile 36.1%

12.03% of the LTIP 2022 award of the Group Chief Executive Officer and Group Finance Director shall vest in March 2025.

2024 REMUNERATION

REPORT AT A GLANCE

About this Report

The rest of this Remuneration Report includes a summary of the Directors’ Remuneration Policy (pages 99 to 101) and the Annual Report on

Remuneration (pages 102 to 109). These have been prepared in accordance with the Directors’ Remuneration Reporting Regulations and the

relevant provisions of the Listing Rules of the Financial Conduct Authority. Parts of the Annual Report on Remuneration are subject to audit,

as indicated within this Report.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 202498

GOVERNANCE

Policy table for executive Directors

Element

Purpose and

link tostrategy Operation Maximum Performance assessment

Salary

• Reflects the

performance of the

executive Director,

his or her skills and

experience over time

and the responsibilities

of the role

• Provides an appropriate

level of basic fixed pay

avoiding excessive risk

arising from over-reliance

on variable income

• Will normally be reviewed

annually with effect from

1 January

• Benchmarked periodically

against companies with

similar characteristics

and sector companies

• Normally positioned within a

range around the mid-market

level taking into account the

experience and performance in

the role of the individual,

complexity of the role, market

competitiveness and the impact

of salary increases on total

remuneration

• Other than to reflect change

in the size and complexity

of the role/Company, the

Committee will have

regard to the basic salary

percentage increases taking

place across the Company

more generally when

determining salary increases

for the executive Directors

• No maximum salary cap

• Individual performance

in the role and Group

performance are among

the factors taken into

consideration when

awarding increases

Bonus

• Incentivises annual

delivery of corporate

financial and non-

financial goals

• Delivery of a proportion

of bonus in deferred

shares provides

alignment with

shareholders and

assists with retention

• Up to 100% of salary paid in cash

with up to a further 50% of salary

paid as a conditional award of

deferred shares

• Maximum bonus only payable

for achieving demanding targets

• Deferred shares are released

three years after award but are

subject to forfeiture by a

“bad leaver”

• Executives are entitled to receive

the value of dividend payments

that would have otherwise

been paid in respect of vested

deferred shares

• All bonus payments are at the

discretion of the Committee

• Different performance conditions

may be set when recruiting an

executive Director

• The Committee may review the

performance conditions from

time to time

• The Committee has the

discretion in certain

circumstances to grant and/or

settle an award in cash. In

practice, this will only be used

in exceptional circumstances

for executive Directors

• The Committee has the

discretion to adjust bonus

targets or outcomes if deemed

appropriate, where the bonus

outcome feels perverse. In

practice, this will only be used

in exceptional circumstances

for executive Directors

• Overall maximum of 150%

of salary

• The Committee determines

appropriate performance

targets and weightings at

the start of each year

• Details of the performance

targets will normally be

disclosed in the following

Annual Report on

Remuneration for reasons

of commercial sensitivity

• The Committee may include

non-financial metrics up to

25% of the overall award

• Performance below

threshold results in zero

payment. Payment rises

from 0% to 100% of the

maximum opportunity for

levels of performance

between the threshold and

maximum targets

• For financial targets,

typically, threshold is around

90% of target, and on-target

performance delivers

approximately 50% of the

maximum opportunity

• Subject to clawback at the

Committee’s discretion over

cash bonus outcomes and

unvested deferred shares in

the event of situations such

as material misstatement,

gross misconduct, serious

reputational damage or

corporate failure and, if

required, over any unvested

LTIP awards

DIRECTORS’ REMUNERATION POLICY

At the Annual General Meeting held on 26 April

2024, shareholders approved the Directors’

Remuneration Policy which became effective as

at that date. An extract of the Remuneration

Policy table from the Remuneration Policy is

reproduced below for information only.

The full Remuneration Policy is contained

on pages 111 to 117 of the 2023 Annual Report

which is available at:

www.seniorplc.com/investors/reports.aspx.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 99

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

DIRECTORS’ REMUNERATION POLICY CONTINUED

Policy table for executive Directors

Element

Purpose and

link tostrategy Operation Maximum Performance assessment

Long-Term

Incentive Plan

(LTIP)

• Incentivises sustained

performance over the

longer term

• The use of longer-term

performance targets

and delivery of awards

in shares rewards the

achievement of the

Company’s strategic

goals and increases

in shareholder value

• Annual grants of performance

shares which vest subject

to performance (normally

measured over three years)

and continued service

• Executives are entitled to receive

the value of dividend payments

that would have otherwise

accrued during the three-year

vesting period in respect of

vested LTIP awards

• All awards are subject to the

discretions contained in the

plan rules

• The Committee may review the

performance conditions from

time to time

• The Committee has the

discretion in certain

circumstances to grant and/or

settle an award in cash. In

practice, this will only be used

in exceptional circumstances

for executive Directors

• A two-year post-vesting holding

period applies to LTIP awards

(excluding those shares required

to be sold to pay tax on vesting),

creating a five-year period

between the grant of the

awards and their final release

• 200% of salary • The Committee determines

performance conditions and

weightings at the start of

each year depending on the

strategic priorities of the

business at that time

• In respect of each

performance element,

performance below the

threshold target results in

zero vesting. Vesting of each

performance element starts

at the 25% threshold and

rises to 100% for maximum

level of performance

• Subject to malus during

the period prior to vesting

and to clawback during the

period of three years

following the date of

vesting, at the Committee’s

discretion, in circumstances

such as material

misstatement, gross

misconduct, fraud,

dishonesty, serious

reputational damage

or corporate failure

All-

employee

schemes

• Employees, including

executive Directors, are

encouraged to become

shareholders through

the operation of the

Sharesave Plan, the

HMRC-approved

all-employee share plan

• The Sharesave Plan has standard

terms under which participants

can normally enter a savings

contract in return for which they

are granted options to acquire

shares at the market value of the

shares at the start of the

performance period

• The rules for this plan were first

approved by shareholders at the

2006 AGM and the updated rules

were approved at the 2016 AGM

• Employees can normally

elect for a three-year

savings contract under

standard terms and within

HMRC limits

• The option price for

Sharesave awards can be

set at a discount of up to

20% of the market value of

the shares at the start of

the savings contract,

although to date no awards

granted under the

Sharesave Plan have been

set at a discount

• N/A

Pension

• Provides competitive

retirement benefits for

the Group’s employees

• The executive Directors may

participate in the Senior plc

Group Flexible Retirement Plan

(“Senior GFRP”), a contract-

based, money purchase

pension plan and/or receive

cash allowances

• Bonuses are not included in

calculating retirement benefits

• Executive Directors receive

a pension contribution in line

with that available to the

majority of employees

in the relevant jurisdiction

• The pension contributions or

pension allowance for executive

Directors were aligned with the

majority of the UK workforce by

the end of 2022

• The pension contributions

or allowances for executive

Directors of 15% of salary

align with the pension

contribution available

to the majority of the

UK workforce

• N/A

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024100

GOVERNANCE

Policy for non-executive Directors

Element

Purpose and

link to strategy Operation Maximum

Performance

assessment

Non-executive

Directors and

Chair of the

Board fees

• Takes account of

recognised practice

andset at a level

that issufficient to

attract and retain

high calibre non-

executive Directors

• The Chair of the Board is paid a single fee for all their

responsibilities as determined by the Remuneration

Committee. The non-executive Directors are paid a basic

fee. The Senior Independent Director, the Chairs of the

Audit and Remuneration Committees, and the Director with

responsibility for employee engagement receive additional

fees to reflect their extra responsibilities

• When reviewing fee levels, account is taken of market

movements in non-executive Director fees, Board

Committee responsibilities, ongoing time commitments

and the general economic environment

• Fee increases, if applicable, are normally effective from

1 January

• The Chair of the Board and non-executive Directors do not

participate in any pension, bonus, share incentive or other

share option plans

• The remuneration of the non-executive Directors is

determined by the Board of Directors. The non-executive

Directors do not participate in any discussion or decisions

relating to their own remuneration

• Any reasonable business-related expenses (including tax

thereon) can be reimbursed

• Other than when

a non-executive

Director changes

role or where

benchmarking

indicates fees

require

realignment, fee

increases will not

normally exceed

the general level of

increases for the

Group’s employees

• N/A

Policy table for executive Directors

Element

Purpose and

link to strategy Operation Maximum

Performance

assessment

Other benefits

• Provides a competitive

package of benefits

that assists with

recruitment

and retention

• Benefits include provision of a fully expensed car or car

allowance, private medical insurance, life insurance and

income protection, tax equalisation and relocation benefits

• Any reasonable business-related expenses (including tax

thereon) can be reimbursed

• The value of

benefits is based

on the cost to the

Company and is

not predetermined

• There is no

monetary cap on

other benefits

• N/A

Shareholding

guidelines

• Aligns executive

Directors’ interests

with those of other

shareholders in

the Company

• Executive Directors to retain at least 50% of the shares

that vest under the LTIP and Deferred Bonus Award,

after allowing for tax liabilities, until a shareholding

equivalent in value to 200% of base salary is built up

• Post-employment shareholding requirements apply, for all

LTIP awards granted from 2021 onwards and any shares

that vest from deferred bonus from the 2021 bonus scheme

onwards, for a period of two years following cessation of

employment at the lower of (1) 100% of the in-employment

shareholding guideline in place prior to cessation and (2) the

actual shareholding held at the time of cessation

• N/A • N/A

Service contracts and letters of appointment

The service agreements of the executive Directors are not fixed term and are terminable by either the Company or the Director on 12 months’ notice.

The Chair of the Board and non-executive Directors do not have service agreements but the terms of their appointment, including the time

commitment expected, are recorded in letters of appointment. The Chair’s appointment may be terminated on providing 12 months’ notice by either

party. The appointments of the other non-executive Directors may be terminated by the Company or non-executive Director on providing one month’s

notice.

Name Date original term commenced

Date current term

commenced

Expected expiry date of

current term

Ian King Joined the Board November 2017 and became

Chair of Board in April 2018 – –

Susan Brennan January 2016 January 2022 December 2024

Zoe Clements September 2024 September 2024 August 2027

Barbara Jeremiah January 2022 January 2025 December 2027

Rajiv Sharma January 2019 January 2025 December 2027

Joe Vorih January 2024 January 2024 December 2026

Mary Waldner December 2021 December 2024 November 2027

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 101

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Summary of the Committee’s Terms of Reference

The Terms of Reference of the Remuneration Committee, available in full

on the Company’s website, are summarised below:

• determine and agree with the Board the framework or broad policy

for the remuneration of the Chair of the Board, the executive Directors

and other members of the executive management as it is designated

to consider;

• within the terms of the agreed Policy and in consultation with the Chair

of the Remuneration Committee and/or Group Chief Executive Officer,

as appropriate, determine the total individual remuneration package of

the Chair of the Board, each executive Director, and other designated

senior executives including bonuses, incentive payments and share

options or other share awards;

• approve the design of, and determine targets for, any performance-

related pay plans operated by the Company and approve the total

annual payments made under such plans;

• review the design of all share incentive plans for approval by the Board

and shareholders. For any such plans, determine each year whether

awards will be made and, if so, the overall amount of such awards,

the individual awards to executive Directors, and other designated

senior executives and the performance targets to be used; and

• oversee any major changes in employee benefits structures

throughout the Group.

Members

The Remuneration Committee consists entirely of non-executiveDirectors.

Member

Number of

meetings during

term

(1)

Number of

meetings

attended

Barbara Jeremiah – Chair 5 5

Susan Brennan 5 5

Zoe Clements

(2)

3 3

Ian King 5 5

Rajiv Sharma 5 5

Joe Vorih 5 5

Mary Waldner 5 5

(1) The full Committee met five times in 2024. In addition, authority was delegated to two

members of the Committee, Barbara Jeremiah and Ian King, to hold six additional

meetings to confirm the granting and vesting of share awards.

(2) Zoe Clements was appointed to the Board on 1 September 2024 and attended all three

of the meetings that were held in 2024 following her appointment.

Other attendees at Remuneration Committee meetings

The Group Chief Executive Officer and Group HR Director attend

meetings by invitation and the Group Company Secretary acts as

secretary to the Committee but no executive Director or other employee

is present during discussions relating to his or her own remuneration.

Advisers

Before recommending proposals for Board approval, the Remuneration

Committee may seek advice from external remuneration consultants to

ensure that it is fully aware of comparative external remuneration practice

as well as shareholder, legislative and regulatory developments. The

Committee also considers publicly available sources of information

relating to executive remuneration.

The Committee does not have a formal policy of subjecting its

remuneration consultants to a regular fixed-term rotation, although the

Committee remains cognisant of the need to seek objective advice and

good value whilst also benefiting from the consultants’ knowledge of the

Company. During the year, the Committee appointed Alvarez & Marsal as

its remuneration adviser following a competitive tender process.

All advisers to the Remuneration Committee are appointed and instructed

by the Committee. During the year, the Committee was advised by Korn

Ferry and Alvarez & Marsal in relation to remuneration advice (including in

relation to the appointment of Alpna Amar and other executives) and

benchmarking, LTIP performance monitoring and the provision of LTIP

advice. During 2024, the Company incurred fees of £25,308 from Korn

Ferry, £16,950 from Alvarez & Marsal and £5,401 from FIT Remuneration

Consultants, and these costs were based on a combination of hourly rates

and fixed fees for specific items of work. Korn Ferry, Alvarez & Marsal,

and FIT Remuneration Consultants are members of the Remuneration

Consultants Group and adhere to its Code in relation to executive

remuneration consulting in the UK. The remuneration consultants that

provided services during the year have no other connections with the

Company or its Directors. The Committee is satisfied that the advice it

has received during 2024 has been objective and independent.

2024 REMUNERATION REPORT:

ANNUAL REPORT ON REMUNERATION

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024102

GOVERNANCE

Principal activities and matters addressed during 2024

The Committee has a calendar of standard items within its remit and in addition it held in-depth discussions on specific topics during the year. The

Committee met five times during the year. In addition, authority was delegated to two members of the Committee to hold additional meetings to

confirm the grant and vesting of share awards. The table below shows the items considered at each meeting, with the meetings in February and

March being where the key decisions regarding performance, outcomes and grants for the coming year are determined.

Standard agenda items Ad hoc items

February Review of performance and outcomes under the Annual Bonus and Deferred Bonus Award.

Review of performance and vesting under long-term incentives.

Determine incentive structure for the 2024 financial year including finalisation of targets.

Review and approve draft Remuneration Report.

Review gender pay gap reporting

andCEO pay ratio.

March Confirmation of grants of Deferred Bonus Awards and Restricted Share Awards.

Confirmation of vesting of Deferred Bonus Awards and Restricted Share Awards.

April Confirmation of grants of LTIP awards.

July Review of remuneration advisers.

August Confirmation of grants of LTIP and

Restricted Share Awards to a limited

number of executives.

October Review of remuneration packages for

two senior executives prior to making

recruitment offer.

December

(two meetings)

Review and approval of Directors’ and senior managers’ remuneration for the following

financial year taking into consideration available salary market data.

Performance update on outstanding incentive and bonus awards.

Discussion on 2025 LTIP and bonus targets; and associated shareholder consultation.

Determine remuneration of the Chair of the Board.

Review of Committee’s Terms of Reference.

Review feedback from UK

employeeconsultation.

Factors considered in applying the Policy

The Committee is comfortable that the Policy and its implementation are fully consistent with the factors set out in the UK Corporate Governance

Code as applied for 2024 (set out below):

• Clarity – The Policy and the way it is implemented is clearly disclosed in this policy section of the Directors’ Remuneration Report, with full

transparency of all elements of Directors’ remuneration.

• Simplicity – The Policy is simple and straightforward, based on a mix of fixed and variable pay. The annual bonus and LTIP include performance

conditions which are aligned with Senior’s business strategy.

• Risk – The Committee believes that the performance targets in place for the incentive schemes provide appropriate rewards for stretching levels

of performance without driving behaviour which is inconsistent with the Company’s risk profile and Values. Potential reward is aligned with market

levels of peer companies and the reputational risk from a perception of “excessive” pay-outs is limited by the maximum award levels set out in the

Policy and the Committee’s discretion to adjust formulaic remuneration outcomes.

• Predictability – The Policy includes full details of the individual limits in place for the incentive schemes. Any discretion exercised by the Committee

in implementing the Policy will be fully disclosed.

• Proportionality – The link between the delivery of strategy, long-term performance, shareholder return and the remuneration of the executive

Directors is set out in the Remuneration Report.

• Alignment to culture – The approach to Directors’ remuneration is consistent with the Group’s culture and Values.

Statement of voting at General Meeting

At the AGM held on 26 April 2024, shareholder votes on the Directors’ Remuneration Report and the Remuneration Policy were cast as follows:

Voting For Against Total Withheld

(1)

Reason for vote

against, (if known)

Action taken by

Committee

Remuneration Report Votes 347,796,158 4,626,619 352,422,777 640,956 N/A N/A

% 98.69% 1.31% 100% N/A

Remuneration Policy Votes 326,312,097 26,721,279 353,033,376 30,357 N/A N/A

% 92.43% 7.57% 100% N/A

(1) A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast “For” and “Against” a resolution.

The Committee consulted extensively with major shareholders prior to the 2024 AGM concerning executive remuneration. Strong support for the

above resolutions was received from shareholders.

Single total figure of remuneration (audited information)

The table on the following page shows a single total figure of remuneration in respect of qualifying service for the 2024 financial year for each Director,

together with comparative figures for 2023. Aggregate Directors’ emoluments are shown at the end of the Single total figure of remuneration section.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 103

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED

Salaries and

fees

£000s

Taxable benefits

and allowances

(1)

£000s

Bonus

(2)

£000s

Long-term

incentives

(3)

£000s

Pension benefits

including cash in

lieu of pension

£000s

Total fixed

remuneration

£000s

Total variable

remuneration

£000s

Total

(5)

£000s

2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2024 2024 2023

Executives

David Squires 615 587 29 29 185 627 124 839 92 88 736 309 1,045 2,170

Bindi Foyle 420 400 23 22 126 427 84 561 63 60 506 210 716 1,470

Total remuneration 1,035 987 52 51 311 1,054 208 1,400 155 148 1,242 519 1,761 3,640

Non-executives

Ian King 218 208 3 2 – – – – – – 221 – 221 210

Susan Brennan 60 58 1 1 – – – – – – 61 – 61 59

Zoe Clements

(4)

20 – – – – – – – – – 20 – 20 –

Barbara Jeremiah

(4)

82 71 1 – – – – – – – 83 – 83 71

Rajiv Sharma 60 58 1 – – – – – – – 61 – 61 58

Joe Vorih

(4)

60 – 1 – – – – – – – 61 – 61 –

Mary Waldner

(4)

78 68 – – – – – – – – 78 – 78 68

Celia Baxter

(4)

– 26 – – – – – – – – – – – 26

Giles Kerr

(4)

– 21 – – – – – – – – – – – 21

Total remuneration 578 510 7 3 – – – – – – 585 – 585 513

(1) Taxable benefits for executive Directors include the provision of a fully expensed company car or car allowance and private medical insurance. Taxable benefits for non-executive

Directors are travel expenses.

(2) Under the Remuneration Policy, the deferred bonus would ordinarily be paid two-thirds in cash and one-third in Senior shares.

(3) Part of the performance conditions attached to David Squires’ and Bindi Foyle’s 2022 LTIP Awards were achieved, and therefore 12.03% of this award will vest in March 2025. Further

details on the performance conditions can be found on page 98. The estimated value of shares to vest in the next period includes an amount for the dividend equivalent shares and was

calculated using the average of daily closing market value of the shares over the last three months of 2024 of 145.0p. 16.6% of the value of the LTIP awards is attributable to share price

appreciation, as the share price has increased from £1.21 at the time of grant.

(4) Joe Vorih and Zoe Clements were appointed to the Board on 1 January 2024 and 1 September 2024 respectively, and their 2024 fees are the amounts paid from those respective

dates. From 22 April 2023, Barbara Jeremiah became Chair of the Remuneration Committee and the Senior Independent Director, and Mary Waldner became Chair of the Audit

Committee and the Director with responsibility for employee engagement; and their respective fees were adjusted accordingly. Celia Baxter and Giles Kerr both retired from the

Board in April 2023 and their 2023 fees are the amounts paid until their respective retirements.

(5) The aggregate amount of remuneration paid to or receivable by Directors in respect of qualifying services as per paragraph 9 of SI 2008/40 Schedule 5 was £2,139,407

(2023 – £2,752,795). Included within this was £1,400,692 (2023: £nil) paid in respect of long-term incentive schemes, £155,250 (2023: £148,050) paid as company contributions

to pension schemes on behalf of two (2023: two) of the directors, and £nil (2023: £nil) in respect of gains on the exercise of share options granted.

Performance against performance targets for annual bonus (audited information)

Bonuses are earned by reference to the financial year and paid in March following the end of the financial year. As outlined in the 2023 Remuneration

Report, the bonuses accruing to the executive Directors in respect of 2024 have been determined by adjusted EPS, free cash flow, CO

emissions

reductions, and Employee engagement performances as set out in the table below.

A summary of the measures, weightings and performance achieved is provided in the table below:

2024

Threshold Target Maximum

Actual

achieved

Maximum

bonus

achievable

Percentage

of maximum

achieved

Bonus

payable

(% of 2024

salary)

Free cash flow targets £18m £22.7m £27.0m £17.3m 48% 0% 0%

Adjusted EPS targets

(1)

7.60 p 8.44p 9.69p 7.55p 72% 0% 0%

emissions reduction 40,491t 40,251t 39,751t 38,238t 15% 100% 15%

Employee engagement 7.1 7.3 7.4 7.5 15% 100% 15%

Totals 150% 20.0% 30%

(1) The adjusted EPS target is calculated on a constant currency basis.

In reviewing the bonus outcome, the Remuneration Committee considered the wider performance of the business during the year and the

contributions of the management team to the successful implementation of the strategy for the year. The Committee concluded that the outcome

was an appropriate and fair outcome for all stakeholders.

Total pension entitlements (audited information)

The 2024 single figure remuneration for pension benefits for David Squires and Bindi Foyle consisted of a cash allowance of £92,250 (2023 – £88,050)

and £63,000 (2023 – £60,000) respectively, this being 15% of the respective base salaries, in line with the Remuneration Policy.

Payments for loss of office (audited information)

There were no payments made in the year for loss of office.

Fees received for outside appointments

The Board supports executive Directors taking up appointments outside the Company to broaden their knowledge and experience. Each executive

Director is permitted to accept one non-executive appointment from which they may retain any fee. Any external appointment must not conflict with

a Director’s commitments to Senior plc.

David Squires does not hold any outside appointments for which he is remunerated. Bindi Foyle was appointed to the Board of Avon Technologies plc

(“Avon”) as a non-executive director with effect from 1 May 2020 and retained fees of £67,298 for the year ending 31 December 2024 (£60,675 for

the year ended 31 December 2023). Prior to her taking up this appointment, the Nominations Committee considered the time commitment required

for this role and was supportive of her taking up that appointment, and of her subsequent appointment as Avon’s Senior Independent Director from

April 2024.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024104

GOVERNANCE

Key management personnel compensation

The table below shows the cumulative benefits of the key management personnel, which include the Board, members of the Executive Committee

and the two Divisional CFOs. In 2024, we replaced the previous senior managers’ emoluments disclosure with an aggregated disclosure on all key

management personnel. The value of other long-term benefits and termination payments in 2024 was £nil (2023: £nil).

2024

Total

£000s

2023

Total

£000s

Short-term employee benefits 5,168 6,020

Post-employment benefits 70 83

Share-based payments 1,849 2,009

Total 7,087 8,112

Performance against performance conditions for LTIP vesting (audited information)

Set out below are the performance conditions attached to the 2022 LTIP award. The performance conditions were partially achieved and therefore

12.03% of the 2022 LTIP awards are to vest as shown in the table below.

Performance condition

Target

(25%vesting)

Maximum

(100% vesting) Actual

Percentage

of total award

achieved

Total shareholder return percentile ranking (1/3rd of Award) 50th 75th 53rd 36.1%

Adjusted earnings per share for the final financial year of the

performance period (1/3rd of Award) 10.05p 12.35p 7.17p 0%

Return on Capital Employed for the final financial year of the

performance period (1/3rd of Award) 10.0% 13.5% 6.8% 0%

The acquisition of Spencer Aerospace completed on 25 November 2022; the Committee reviewed the potential impact of the acquisition on the three

performance targets for the 2022 LTIP awards: Total Shareholder Return; Earnings per Share; Return on Capital Employed, and agreed that the original

targets for the LTIP awards should remain unaltered because the impact was not material.

Scheme interests awarded during the financial year (audited information)

Directors Scheme Basis of award

Face value

£000s

Percentage vesting

at threshold

performance

Number of

Performance period

end date

David Squires

(1)

LTIP Annual award 1,230 25% 74 8,175 31 December 2026

Bindi Foyle

(1)

LTIP Annual award 840 25% 510,948 31 December 2026

(1) The face value of the awards represented 200% of the executive Directors’ respective 2024 base salaries.

Current position on outstanding LTIP awards (non-audited information)

The following table shows the current position against performance targets for LTIP awards outstanding from 2023 and 2024.

Conditional share awards granted in 2024 Conditional share awards granted in 2023

Performance condition

Threshold

(25% vesting)

Maximum

(100% vesting) Actual to date

Threshold

(25% vesting)

Maximum

(100% vesting) Actual to date

Total shareholder return ranking 50th percentile 80th percentile 23rd percentile 50th percentile 80th percentile 67th percentile

Adjusted EPS performance for

the final Financial Year of the

performance period 12.0p 19.0p 7.17p

(2)

11.77p 18.50p 7.17p

(1)

Return on Capital Employed 13.5% 17.0% 6.8%

(4)

12.5% 17.0% 6.8%

(3)

(1) Actual to date figure of 7.17p represents the adjusted EPS for the second year of the three-year performance period for the 2023 LTIP award.

(2) Actual to date figure of 7.17p represents the adjusted EPS for the first year of the three-year performance period for the 2024 LTIP award.

(3) Actual to date figure of 6.8% represents the Return on Capital Employed for the second year of the three-year performance period for the 2023 LTIP award.

(4) Actual to date figure of 6.8% represents the Return on Capital Employed during the first year of the three-year performance period for the 2024 LTIP award.

To ensure a suitably broad peer group, the TSR comparator group applicable to LTIP awards is the FTSE 350 index, excluding sectors with limited

direct relevance to Senior and those exhibiting high volatility. TSR is averaged over three months prior to the start and end of the performance period.

Shareholder dilution

Percentage of issued shares

Discretionary

schemes

(maximum 5%)

All schemes

(maximum 10%)

4.38% 5.62%

Shares awarded as % of issued shares

Headroom

1.76%3.24%

The Company complies with the dilution guidelines contained within The Investment Association Principles of Executive Remuneration.

At 31 December 2024, awards outstanding and shares issued in the previous 10 years under the Senior plc 2005 Long-Term Incentive Plan (the 2005

LTIP), the Senior plc 2014 Long-Term Incentive Plan (the 2014 LTIP), the Senior plc 2024 Long-Term Incentive Plan (the 2024 LTIP), and the 2006

Savings-Related Share Option Plan (the Sharesave Plan) amounted to 3.24% of the issued ordinary share capital of the Company. At 31 December

2024, awards outstanding and shares issued in the previous 10 years under executive (discretionary) plans (the 2005 LTIP, 2014 LTIP and 2024 LTIP)

amounted to 4.98% of the issued ordinary share capital of the Company.

During 2024, all share awards were satisfied using market-purchased shares. The Remuneration Committee monitors the flow rates of the Company’s

share plans, in particular before new share awards are made, to ensure the flow rates remain within the Investment Association dilution guidelines.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 105

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED

Statement of Directors’ shareholding and share interests (audited information)

The Remuneration Committee encourages Directors to own shares in the Company and, in support of this policy, it expects executive Directors to

retain at least 50% of the shares that vest under the LTIP awards and the deferred share element of the bonus, after allowing for tax liabilities, until a

shareholding equivalent in value to 200% of base salary is built up. Included within the Directors’ holdings are 325,000 shares and 38,788 shares that

David Squires and Bindi Foyle purchased respectively.

The table below shows how each Director complies with this requirement. Shares are valued using the Company’s closing share price on

31 December 2024 of 159.6p (31 December 2023 – 177.6p). No options under the Sharesave Plan were exercised by the executive Directors

during the year.

Executive Directors

Number of shares

required to be held

(equivalent to 200%

of basic salary at

31December 2024)

Number of shares

held (including

unvested deferred

shares net of tax) at

31 December 2024

Share ownership

requirements met

Unvested awards, subject to

performance conditions

Unvested awards, not subject

to performance conditions

LTIP award

(1)

Sharesave

Total deferred

share award

David Squires 770,677 1,228,949 Yes 2,186,440 10,088 451,969

Bindi Foyle 526,316 622,502 Yes 1,490,336 10,088 305,436

(1) The minimum threshold was exceeded for one of the three performance conditions attached to David Squires’ and Bindi Foyle’s 2022 LTIP awards over 690,495 shares, and 469,834

shares respectively (included within their respective LTIP award figures above) and therefore 83,089 shares and 56,536 shares respectively of these awards (together with dividend

equivalent shares) shall vest in March 2025.

The interests of Directors have remained unchanged between the date of the review and the date of the signing of the Annual Report & Accounts 2024.

Number of shares

owned outright

(including connected

persons) at

31 December 2023

Shares vested

during 2024

Shares retained

from 2024

vested shares

Shares purchased

during 2024

Number of shares

owned outright

(including connected

persons) at

31 December 2024

Executive Directors

David Squires 690,355 565,308 299,051 0 989,406

Bindi Foyle 260,710 377,918 19 9,911 0 460,621

Non-executive Directors 

Ian King 814,297 – – 100,000 914,297

Susan Brennan 5,900 – – – 5,900

Zoe Clements – – – – –

Barbara Jeremiah 25,000 – – – 25,000

Joe Vorih – – – 7,50 0 7,500

Rajiv Sharma 15,000 – – – 15,000

Mary Waldner 10,000 – – – 10,000

Performance graph

Senior plc total shareholder return

The following TSR graph compares the total shareholder return of the Company’s shares against the FTSE All-Share, Aerospace & Defence index,

and the FTSE 250 index over a 10-year period (where dividends are included gross of tax). This graph allows a comparison to be made against

organisations facing broadly similar economic and market conditions as the Company.

100

150

200

250

300

350

Dec 23 Dec 24Dec 22Dec 21Dec 20

Dec 19

Dec 18Dec 17Dec 16Dec 15Dec 14

FTSE All-Share A&DSenior FTSE250

Source: Refinitiv Eikon Datastream

Remuneration of Group Chief Executive Officer

2015

(1)

2016 2017 2018 2019 2020 2021 2022 2023 2024

CEO single figure of total remuneration (£000s) 1,020 790 1,009 1,107 1,203 917 1,350 1,388 2,136 1,041

Annual variable element award rates against maximum

opportunity (%) 14 31 79 75 58 40 100 100 85.4 20

Long-term incentive vesting rates against maximum

opportunity (%) 21 0 0 0 28 0 0 0 66.7 12

(1) During 2015, Mark Rollins retired from the Board on 31 May 2015 and David Squires was appointed a Director on 1 May 2015. The CEO single figure of total remuneration includes the

combined 2015 values for Mark Rollins and David Squires.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024106

GOVERNANCE

Relationship between executive Director and employee pay

The Remuneration Policy for the executive Directors is designed taking into account the policy for employees across the Group as a whole. There are

some differences in the structure of the Remuneration Policy for the executive Directors and other senior employees, which the Remuneration

Committee believes are necessary to reflect the different levels of responsibility of employees across the Company and reflect different market norms

for different roles. The key differences in remuneration policy between the executive Directors and employees across the Group are the increased

emphasis on performance-related pay and the inclusion of a share-based long-term incentive plan for executive Directors.

The majority of senior managers are eligible to participate in annual bonus arrangements with challenging targets tied to the performance of their

operating business, Division and the Group’s performance.

Long-term incentives are provided to the most senior executives and those anticipated as having the greatest potential to influence performance levels

within the Company. A lower aggregate incentive quantum operates below the senior executive level, with levels driven by the impact of the role and

market comparatives.

Awards under the Restricted Share Award Plan, a deferred share award plan without performance conditions, are a retention tool and are made to

selected individuals who do not typically benefit from other long-term incentives but are considered to have significant potential or are key contributors.

In order to encourage wider employee share ownership, the Company operates a Sharesave Plan in which employees in the UK, North America and

continental Europe, including executive Directors, may participate.

The pension contributions of the executive Directors (15% of base salary) aligns with the pension contribution available to the majority of the UK workforce.

How employees’ pay is taken into account when setting executive Director remuneration

The Committee also reviews the salaries of senior corporate, divisional and operational managers and therefore is fully cognisant of pay levels in the

Group when determining the pay of the executive Directors.

In addition, the Committee’s policy is that salary increases for the executive Directors and senior executives should not normally be greater than the

general level of increases awarded to other senior managers in Europe and North America, other than when an executive changes role or when it is

necessary in order to ensure levels of remuneration remain market competitive.

We continue to be vigilant regarding rates of pay and the cost of living, ensuring we are paying people fairly for the work they do, and benchmarking

pay rates in local markets, making adjustments if appropriate and focusing higher relative salary increases on operations employees.

As laid out in the Remuneration Committee Chair’s Annual Statement, the Company consulted with UK employee representatives in 2024 regarding

executive Director remuneration.

Percentage change in remuneration of Directors

The table below shows how the percentage changes in Directors’ salary, benefits and bonus between 2020 and 2021, 2021 and 2022, 2022 and

2023, and between 2023 and 2024 compare with the percentage change in the average of each of those components of pay for Senior plc

employees. Employees who joined or left in either year have been excluded to prevent distortion.

Change (%)

David

Squires

Bindi

Foyle

Ian

King

Susan

Brennan

Zoe

Clements

(4)

Barbara

Jeremiah

(3)

Rajiv

Sharma

Joe

Vorih

(4)

Mary

Waldner

(3)

Senior plc

Employees

excluding

Directors

2023

2024

Salary 4.77% 5.00% 4.81% 4.35% N/A 15.14% 4.35% N/A 13.18% 7.29%

Taxable

benefits

and

allowances

2.44% 4.08% – – – – – – – 8.02%

Bonus -70.57% -70.51% – – – – – – – -69.07%

2022

2023

Salary 5.39% 5.54% 5.58% 5.50% N/A 30.68% 5.50% N/A 25.64% 7.31%

Taxable

benefits and

allowances

19.81% 81.91% – – – – – – – -0.23%

Bonus -9.96% -9.83% – – – – – – – -10.70%

2021

2022

Salary 3.20% 5.00% 3.10% 2.80% N/A N/A 2.80% N/A N/A 6.70%

Taxable

benefits and

allowances

-12.30% -44.30% –

– – – – – – 7.00%

Bonus 3.20% 5.00% – – – – – – – 6.70%

2020

2021

Salary 0% 0% 3.10% 2.80% N/A N/A 0% N/A N/A 3.30%

Taxable

benefits and

allowances

3.40% 4.80% – – – – – – – 2.00%

Bonus 150.00% 150.00% – – – – – – – 158.60%

(1) The Salary percentage change figure also includes any merit increases awarded to Directors and employees. The percentage change of salary percentage change figures for the 2021

and 2020 comparison are calculated using the 2020 salaries before the voluntary reduction in salaries and fees for the Directors and some Senior plc employees during the pandemic

(2) David Squires’ percentage change in Taxable benefits and allowances reflects the increase in 2023 of the annual premium of his private health insurance which amounted to £587.

Bindi Foyle’s percentage change in Taxable benefits and allowances in 2023 mainly reflects the transition from having a car allowance to having a company car during 2022.

(3) On 21 April 2023, Barbara Jeremiah was appointed the Senior Independent Director and the Chair of the Remuneration Committee and Mary Waldner was appointed the Chair

of the Audit Committee and the Director with responsibility for employee engagement, and their respective fees were adjusted accordingly at that time.

(4) Joe Vorih and Zoe Clements were appointed to the Board on 1 January 2024 and 1 September 2024 respectively.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 107

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

2024 REMUNERATION REPORT: ANNUAL REPORT ON REMUNERATION CONTINUED

CEO pay ratio narrative

The CEO pay ratio is calculated using Option B, by taking the gender pay gap data (based on Senior’s largest UK employer, Senior UK Limited) and

adding the data for Senior’s two additional UK employing entities. For the purpose of making a valid comparison, leavers were excluded. Using the

same principles as the gender pay data, the best equivalents were identified, namely: the 25th, 50th and 75th percentile. The full-time equivalent

pay and benefits figures for the year ending December 2024 were calculated, and then reviewed to ensure that the selected best equivalents were

reasonably representative. The underlying salary, bonus and benefits showed a reduction in the CEO pay ratio from 2023. We believe the reduction

compared to prior years was mainly due to the increase in bonuses for employees compared to a reduction in bonus for the CEO during 2024.

The CEO pay ratio includes the vesting of 2022 LTIPs at 12.03% of the total potential.

Pay ratio

Year Method

(1)

25th percentile 50th percentile 75th percentile

2024 B 33 : 1 31 : 1 24 : 1

2023 B 78 : 1 57 : 1 45 : 1

2022 B 51 : 1 44 : 1 36 : 1

2021 B 53 : 1 49 : 1 33 : 1

2020

(2)

B 25 : 1 20 : 1 16 : 1

2019 B 53 : 1 39 : 1 32 : 1

(1) Method B was selected as the most appropriate basis for selecting the 25th percentile, median and 75th percentile pay ratios because the gender pay gap data was more readily available.

(2) The pay ratios in 2020 had been impacted by the pandemic leading to significant numbers of employees being on furlough and/or made redundant, as well as reduced total remuneration

for the CEO.

Year 2024 25th percentile 50th percentile 75th percentile

Base salary

£25,050 £24,028 £ 37,625

Total £31,438 £33,328 £43,477

Relative importance of spend on pay

The following table sets out the percentage change in profit, dividends and overall spend on pay in the financial year ended 31 December 2024

compared with the financial year ended 31 December 2023.

2024

£m

2023

£m

Percentage

change

Employee remuneration costs (excluding social security) 272.3 261.3 4.2%

Adjusted profit before tax 33.0 38.3 -13.8%

Dividends paid 10.1 6.6 53.0%

2025 remuneration (non-audited information)

Salaries and fees for 2025

We continue to be vigilant regarding rates of pay and the cost of living, ensuring we are paying people fairly for the work they do, and benchmarking

pay rates in local markets, making adjustments if appropriate and focussing higher relative salary increases on operations employees. When

determining the 2025 basic salaries of the Group Chief Executive Officer and Group Finance Director, which were increased by 2.4% and 2.1%

respectively, the Committee was cognisant of the increases applied to the wider workforce, which were typically 4.25% or higher, depending upon

skills and geographic location. Alpna Amar’s salary on her appointment as the new Group Chief Financial Officer will be £400,000 per annum.

Although determined by the Board, rather than the Remuneration Committee, the 2025 base fee for the non-executive Directors was increased by

2.5% and had been determined after considering the increases applied to the wider workforce, and to those for the executive Directors.

2025

2024

Percentage

change

Executive Directors

David Squires 630,000 615,000 2.4%

Bindi Foyle 429,000 420,000 2.1%

Non-executive Directors

(1)

Chair of Board 222,500 218,000 2.1%

Non-executive Directors 61,500 60,000 2.5%

Chair of Audit Committee 11,000 11,000 0.0%

Chair of Remuneration Committee 11,000 11,000 0.0%

Senior Independent Director 11,000 11,000 0.0%

Director with responsibility for employee engagement 6,500 6,500 0.0%

(1) No additional fees are payable for Committee membership.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024108

GOVERNANCE

Annual bonus for 2025

The maximum bonus opportunity remains 150% of basic salary, in line with the Policy. The KPIs remain unchanged from the prior year, namely,

Free Cash Flow, Adjusted EPS, absolute reductions in Scope 1 and Scope 2 emissions in 2025, and improvements to Senior’s employee engagement

survey score in 2025 compared to the survey results from 2024, highlighting the importance of a highly engaged workforce to achieving outstanding

results. The individual weightings of the KPIs for the executive Directors for the annual bonus are set out below.

2025

Weighting

(% of max)

Free cash flow target 32.00%

Adjusted EPS target 48.00%

Reductions in Scope 1 and Scope 2 emissions 10.00%

Improvements to Senior’s employee engagement survey score in 2025 10.00%

Totals 100.00%

The actual targets are currently considered commercially sensitive because of the information that this provides to the Company’s competitors.

disclosure of the 2025 targets will be in the 2025 Annual Report. Any bonus payment will be subject to the usual deferral arrangements and the

standard malus and clawback provisions set out in our Policy.

LTIP awards for 2025

In 2025, David Squires and Alpna Amar will be granted LTIP awards at a level of 200% and 175% of basic salary, respectively. As described in the

Chair’s statement, in view of her retirement, Bindi Foyle will not participate in the 2025 LTIP. The Remuneration Committee sets stretching targets

which are consistent with the strategic priorities of the business, and vested awards will continue to be subject to a two-year holding period. Award

levels will be 200% of basic salary, which is unchanged from 2024 and consistent with the Policy. This provides an appropriate level of reward potential

for the outstanding levels of performance which are required to hit maximum vesting levels under the LTIP. As evidenced by the targets for the 2025

award set out in the table below, stretching goals have been set which, if achieved, would represent an outstanding level of performance which the

Committee believes should be rewarded accordingly.

Adjusted EPS, TSR and ROCE metrics will be retained as the performance measures in the LTIP and have equal weighting of 33.3%: 33.3%: 33.3%.

The Adjusted EPS target has been set to be stretching and challenging. The target is expressed as an absolute value achieved in 2027. Following a

review by the Remuneration Committee, TSR performance will be measured against the FTSE 350 (excluding companies in the Financial Services,

Oil, Gas & Coal, Mining and Real Estate sectors) with maximum vesting requiring upper quartile performance. The Committee adjusted this from

upper quintile to more closely align with standard practice for TSR-based performance conditions. The Committee has also updated and simplified the

excluded sectors. The Company has consistently stated that its medium-term ROCE target is a minimum of 13.5% pre-tax, post IFRS 16 and this has

not changed. The targets are set at a stretching level that takes account of market conditions and the minimum stated target.

The thresholds and maximum for 2025 are set out in the table below:

2025

Weighting Threshold

(25% vesting)

Maximum

(100% vesting)

Return on Capital Employed 1/3rd 13.5% 17.0%

Total shareholder return ranking 1/3rd

Median

or higher

Upper quartile

or higher

Adjusted earnings per share

(1)

1/3rd 13.4p 19.42p

(1) Vesting is on a straight-line basis between Threshold and 66.67% vesting, and between 66.67% vesting and Maximum.

Approval of the Directors’ Remuneration Report

The Directors’ Remuneration Report was approved by the Board on 28 February 2025.

Signed on behalf of the Board

Barbara Jeremiah

Chair of the Remuneration Committee

28 February 2025

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 109

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

The Directors are responsible for preparing

theAnnual Report and the Group and Parent

Company Financial Statements in accordance

with applicable law and regulations.

Company law requires the Directors to prepare

Group and Parent Company Financial

Statements for each financial year. Under that

law they arerequired to prepare the Group

Financial Statements in accordance with

UK-adopted international accounting standards

and applicable law and have elected to prepare

theParent Company Financial Statements in

accordance with UK accounting standards

andapplicable law, including FRS 101

ReducedDisclosure Framework.

Under company law the Directors must not

approve the Financial Statements unless they

aresatisfied that they give a true and fair view

ofthe state of affairs of the Group and Parent

Company and of the Group’s profit or loss for

that period. In preparing each of the Group

andParent Company Financial Statements,

theDirectors are required to:

• select suitable accounting policies and

thenapply them consistently;

• make judgements and estimates that are

reasonable, relevant, reliable and prudent;

• for the Group Financial Statements, state

whether they have been prepared in

accordance with UK-adopted international

accounting standards;

• for the Parent Company Financial Statements,

state whether applicable UK accounting

standards have been followed, subject to any

material departures disclosed and explained

inthe Parent Company Financial Statements;

• assess the Group and Parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

togoing concern; and

• use the going concern basis of accounting

unless they either intend to liquidate the

Group or the Parent Company or to cease

operations, or have no realistic alternative

but to do so.

The Directors are responsible for keeping

adequate accounting records that are sufficient

to show and explain the Parent Company’s

transactions and disclose with reasonable

accuracy at any time the financial position of

theParent Company and enable them to ensure

that its Financial Statements comply with the

Companies Act 2006. They are 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,

and have general responsibility for taking such

steps as are reasonably open to them to

safeguard the assets of the Group and to

prevent and detect fraud and other irregularities.

Under applicable law and regulations, the

Directors are also responsible for preparing a

Strategic Report, Directors’ Report, Directors’

Remuneration Report and Corporate

Governance Statement that complies with

thatlaw and those regulations.

The Directors are responsible for the

maintenance and integrity of the corporate

and financial information included on the

Company’s website. Legislation in the UK

governing the preparation and dissemination

of Financial Statements may differ from

legislation in otherjurisdictions.

In accordance with Disclosure Guidance and

Transparency Rule (“DTR”) 4.1.16R, the Financial

Statements will form part of the Annual Financial

Report prepared under DTR 4.1.17R and 4.1.18R.

The auditor’s report on these Financial

Statements provides no assurance over whether

the Annual Financial Report has been prepared in

accordance with those requirements

Responsibility statement of the Directors

in respect of the annual financial report

We confirm that to the best of our knowledge:

• the Financial Statements, prepared in

accordance with the applicable set of

accounting standards, give a true and fair

viewof the assets, liabilities, financial position

and profit or loss of the Company and the

undertakings included in the consolidation

taken as a whole; and

• the Strategic Report includes a fair review

of the development and performance of the

business and the position of the issuer and

the undertakings included in the consolidation

taken as a whole, together with a description

of the principal risks and uncertainties that

they face.

We consider the Annual Report and Accounts,

taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Group’s position and performance, business

model and strategy.

David Squires Bindi Foyle

Group Chief Executive Officer Group Finance Director

28 February 2025 28 February 2025

STATEMENT OF DIRECTORS’

RESPONSIBILITIES IN RESPECT

OF THE ANNUAL REPORT AND

THE FINANCIAL STATEMENTS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024110

GOVERNANCE

1. Our opinion is unmodified

We have audited the financial statements

of Senior plc (“the Company”) for the year

ended 31 December 2024 which comprise

the Consolidated income statement, the

Consolidated statement of comprehensive

income, Consolidated balance sheet,

Consolidated statement of changes in equity,

Consolidated cash flow statement, Company

balance sheet and Company statement of

changes in equity and the related notes,

including the accounting policies in note 2 and 35.

In our opinion:

• the financial statements give a true and fair

view of the state of the Group’s and of the

parent Company’s affairs as at 31 December

2024 and of the Group’s profit for the year

then ended;

• the Group financial statements have been

properly prepared in accordance with UK-

adopted international accounting standards;

• the parent Company financial statements

have been properly prepared in accordance

with UK-adopted international accounting

standards, including FRS 101 Reduced

Disclosure Framework and as applied in

accordance with the provisions of the

Companies Act 2006; and

• the financial statements have been prepared

in accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with

International Standards on Auditing (UK) (“ISAs

(UK)”) and applicable law. Our responsibilities

are described below. We believe that the audit

evidence we have obtained is a sufficient and

appropriate basis for our opinion. Our audit

opinion is consistent with our report to the

audit committee.

We were first appointed as auditor by the

shareholders on 21 April 2017. The period of total

uninterrupted engagement is for the eight financial

years ended 31 December 2024. We have fulfilled

our ethical responsibilities under, and we remain

independent of the Group in accordance with,

UK ethical requirements including the FRC Ethical

Standard as applied to listed public interest

entities. No non-audit services prohibited by that

standard were provided.

Overview

Materiality:

Group financial

statements as

awhole

£3.2m (2023: £3.2m)

0.3% (2023: 0.3%)

of Group Revenue

Key audit matters vs 2023

Recurring risks

• Completeness

and accuracy

of warranty

provision



• Recoverability

of the Parent

Company’s

investment in

its subsidiary



Event driven

• New:

held for sale

judgement

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF SENIOR PLC

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 111

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED

The risk Our response

Held for sale judgement

Refer to critical judgement accounting

policy in note 2 on page 130 and the

Audit Committee Report on page 93.

Subjective Judgement

The Group is actively marketing the sale of

the Aerostructures business. Aerostructures

is a sub section of the Groups’ Aerospace

segment. The Group have determined that

the potential divestment was not sufficiently

progressed to trigger a classification of held

for sale under IFRS 5 (being the relevant

accounting standard), as it was not “highly

probable” based on the facts and

circumstances as at 31 December 2024.

This determination involved significant

judgement to evaluate the criteria under IFRS

5. If the alternative judgement had been made

there would be significant presentational and

disclosure changes required.

The effect of these matters is that, as part of

our risk assessment, we determined that the

judgement over whether Aerostructures

should be considered as held for sale is

highly subjective. The financial statements

disclose the significant judgement applied by

the Group in note 2.

Our procedures included:

• Assessing the judgement: Challenged the

directors’ accounting judgement as to whether

or not the criteria for the sale being “highly

probable” under IFRS 5 was met for recognising

as held for sale based on the facts and

circumstances as at 31 December 2024.

• Obtaining additional representations:

Obtained specific representations from the

directors over the judgement made and the

disclosure of the facts and circumstances known

as at 31 December 2024.

• Our sector expertise: Assessed the level of

uncertainty through discussion with our own

Deal Advisory expert in the aerospace sector to

understand the current state of the market,

and the factors that could effect the likelihood

of completion within 12 months of year end.

• Personnel interviews: Corroborated

judgements through discussions with Key

Executive management and Board members.

• Examining correspondence: Confirmed the

status of the sales process as at year end with

the financial advisor.

• Assessing transparency: Assessed whether

the disclosure reflects the critical accounting

judgement that has been made, and the potential

implication of an alternative judgement on the

Group financial statements.

We performed the tests above rather than seeking

to rely on any of the Group’s controls because the

nature of the balance is such that we would expect

to obtain audit evidence primarily through the

detailed procedures described.

Our results

• We found the accounting judgement and the

associated disclosure that the criteria under

IFRS 5 has not been met for recognising as held

for sale to be acceptable.

2. Key audit matters: our assessment

of risks of material misstatement

Key audit matters are those matters that,

in our professional judgement, were of most

significance in the audit of the financial

statements and include the most significant

assessed risks of material misstatement

(whether or not due to fraud) identified by us,

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. We summarise below

the key audit matters, in decreasing order of

audit significance, in arriving at our audit opinion

above, together with our key audit procedures

to address those matters and, as required for

public interest entities, our results from those

procedures. These matters were addressed,

and our results are based on procedures

undertaken, in the context of, and solely for the

purpose of, our audit of the financial statements

as a whole, and in forming our opinion thereon,

and consequently are incidental to that opinion,

and we do not provide a separate opinion on

these matters.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024112

GOVERNANCE

The risk Our response

Completeness and accuracy

of warranty provisions

£11.8m included within warranty provisions

of £19.2m (2023: £11.0m within £17.9m)

Refer to page 129 (accounting policy) and

page 154 (financial disclosures) and the

Audit Committee Report on page 93.

Subjective estimate

There are significant judgements and

estimates involved in the assumptions

underlying the warranty provision in relation

to a disputed commercial position. Given

the judgement required in determining this

provisioning, we have identified this as an

area at high risk of fraud or error.

The effect of these matters is that, as part of

our risk assessment, we determined that the

provision in respect of this warranty claim

have a high degree of estimation uncertainty,

with a potential range of reasonable outcomes

greater than our materiality for the financial

statements as a whole.

The financial statements (note 2) disclose

the sensitivity estimated by the Group.

Our procedures included:

• Assessing methodology: Evaluated the

methodology applied by the directors to the

estimation to assess its reasonableness.

• Our sector experience: Evaluated the

assumptions using our sector knowledge

and inspecting commercial and customer

correspondence.

• Tests of detail: Assessed the accuracy of the

cost of replacement through testing a sample

of cost lines to relevant source data and testing

the number of products sold in the year.

• Personnel interviews: Corroborated

judgements through discussions with

commercial and engineering level staff.

• Assessing transparency: Assessed whether

the disclosures of the effect of reasonably

possible changes in key judgements and

assumptions reflects the risks inherent in the

provisions’ estimation.

We performed the tests above rather than seeking

to rely on any of the Group’s controls because the

nature of the balance is such that we would expect

to obtain audit evidence primarily through the

detailed procedures described.

Our results

• We found the level of provision in respect of this

disputed commercial position to be acceptable

(2023 result: acceptable).

Recoverability of the parent Company’s

investment in its subsidiary

The parent Company recorded an

investment carrying value of £259.9m

as at 31 December 2024 (2023: £259.9m)

Refer to page 168 (accounting policy)

and page 168 (financial disclosures).

Low risk, high value:

The carrying amount of the parent

Company’s investment in its subsidiary

represents 56% (2023: 52%) of its total

assets. Its recoverability is not at a high risk

of significant misstatement or subject to

significant judgement. However, due to its

materiality in the context of the parent

Company financial statements, this is

considered to be the area that had the

greatest effect on our overall parent

Company audit.

Our procedures included:

• Tests of detail: We compared the carrying

amount of the investment with the relevant

subsidiary’s draft statutory balance sheet to

identify whether its net assets, being an

approximation of its minimum recoverable

amount, was in excess of its carrying amount

and assessed whether the subsidiary has

historically been profit-making.

• Assessing subsidiary audits: Assessed the

work performed by the subsidiary audit team

and considered the results of that work on the

investment subsidiary’s profits and net assets.

We performed the tests above rather than seeking

to rely on any of the Group’s controls because the

nature of the balance is such that we would expect

to obtain audit evidence primarily through the

detailed procedures described.

Our results

• We found the Company’s conclusion that there is

no impairment of its investment in its subsidiary

to be acceptable (2023 result: acceptable).

Last year, in response to a material release of uncertain tax provisions, we reported “provision for uncertain tax positions” as a key audit matter. We

continue to perform procedures over provisions for uncertain tax positions. However, as there are no material changes in the current period, we have

not assessed this as one of the most significant risks in our current year audit and, therefore, it is not separately identified in our report this year as a

key audit matter.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 113

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

2. Key audit matters: our assessment of risks of material misstatement continued

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED

Group revenue Group materiality

£977.1m (2023: £963.5m) £3.2m (2023: £3.2m)

Group materiality

Group revenue Group materiality

Group revenue

£977m (2023: £963.5m)

£3.2 million (2023: £3.2million)

£3.2m

Whole financial statements

materiality (2023: £3.2m)

£2.4m

Whole financial statements

performance materiality

(2023: £2.4m)

£1.35m

Range of materiality

at 23 components

(£0.4m – £1.35m)

(2023: £0.5m to £1.8m)

£0.16m

Misstatements reported

to the audit committee

(2023: £0.16m)

Our audit procedures covered 88% of Group revenue:

Group revenue

88%

We performed audit procedures in relation to components that accounted for

the following percentages of Group profit before tax and Group total assets:

Group total assets Group profit before tax

89%

90%

3. Our application of materiality and

an overview of the scope of our audit

Our application of materiality

Materiality for the Group financial statements

as a whole was set at £3.2 million (2023:

£3.2 million), determined with reference to

a benchmark of Group revenue of which it

represents 0.3% (2023: 0.3%).

We consider total revenue to be the most

appropriate benchmark as it provides a more

stable measure year on year than Group profit

before tax.

Materiality for the parent Company financial

statements as a whole was set at £0.9 million

(2023: £2.9 million), determined with reference

to a benchmark of parent Company total assets,

of which it represents 0.2% (2023: 0.6%).

In line with our audit methodology, our

procedures on individual account balances

and disclosures were performed to a lower

threshold, performance materiality, so as to

reduce to an acceptable level the risk that

individually immaterial misstatements in individual

account balances add up to a material amount

across the financial statements as a whole.

Performance materiality was set at 75%

(2023: 75%) of materiality for the financial

statements as a whole, which equates to £2.4

million (2023: £2.4 million) for the Group and

£0.67 million (2023: £2.2 million) for the parent

Company. We applied this percentage in our

determination of performance materiality

because we did not identify any factors

indicating an elevated level of risk.

We agreed to report to the audit committee

any corrected or uncorrected identified

misstatements exceeding £160,000 (2023:

£160,000), in addition to other identified

misstatements that warranted reporting on

qualitative grounds.

Overview of the scope of our audit

This year, we applied the revised group auditing

standard in our audit of the consolidated financial

statements. The revised standard changes how

an auditor approaches the identification of

components, and how the audit procedures are

planned and executed across components.

In particular, the definition of a component has

changed, shifting the focus from how the entity

prepares financial information to how we, as the

group auditor, plan to perform audit procedures to

address group risks of material misstatement

(“RMMs”). Similarly, the group auditor has an

increased role in designing the audit procedures

as well as making decisions on where these

procedures are performed (centrally and/or at

component level) and how these procedures

are executed and supervised. As a result, we

assess scoping and coverage in a different way

and comparisons to prior period coverage figures

are not meaningful. In this report we provide an

indication of scope coverage on the new basis.

We performed risk assessment procedures to

determine which of the Group’s components are

likely to include risks of material misstatement to

the Group financial statements and which

procedures to perform at these components to

address those risks.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024114

GOVERNANCE

We visited 3 component auditors in the US and

UK to assess the audit risks and strategy. Video

and telephone conference meetings were also

held with these component auditors and others

that were not physically visited. At these visits

and meetings, the findings reported to the

Group team were discussed in more detail, and

any further work required by the Group team

was then performed by the component auditors.

We inspected the work performed by the

component auditors for the purpose of the

Group audit and evaluated the appropriateness

of conclusions drawn from the audit evidence

obtained and consistencies between

communicated findings and work performed.

4. The impact of climate change

on our audit

We have considered the potential impacts of

climate change on the financial statements as

part of planning our audit.

Climate change impacts the Group in a variety

of ways including the impact of climate risk

on the substitution of existing products

and services with lower emissions options,

increased costs to transition to lower emissions

technology and the impact on useful lives of

assets from physical and obsolescence risks.

There is also potential reputational risk associated

with the Group’s delivery of its climate related

initiatives, and greater emphasis on climate related

narrative and disclosure in the annual report.

As part of our audit we have made enquiries of

management to understand the extent of the

potential impact of climate change risk on the

Group’s financial statements. We have performed

a risk assessment of how the impact of climate

change may affect the financial statements and

our audit. We held discussions with our own

climate change professionals to challenge our risk

assessment, including the goodwill impairment

assessment, the estimates made regarding useful

economic lives of property, plant and equipment,

and the valuation of inventory, recoverability of

trade receivables and going concern. Taking into

account the extent of headroom on goodwill, the

expected remaining useful lives of property, plant

and equipment, the nature of customers and

products, our assessment is that the climate

related risks to the Group’s business, strategy and

financial planning did not have a significant impact

on our key audit matters given the nature of the

Group’s operations and knowledge gained of its

impact on critical accounting estimates during our

risk assessment procedures and testing.

We have read the Group’s and the parent

Company’s disclosure of climate related

information in the front half of the annual report

as set out on pages 14 to 24 and considered

consistency with the financial statements and

our audit knowledge.

5. Going concern

The directors have prepared the financial

statements on the going concern basis as they

do not intend to liquidate the Group or the parent

Company or to cease their operations, and as

they have concluded that the Group’s and the

parent Company’s financial position means that

this is realistic. They have also concluded that

there are no material uncertainties that could

have cast significant doubt over their ability to

continue as a going concern for at least a year

from the date of approval of the financial

statements (“the going concern period”).

In total, we identified 31 components, having

considered our evaluation of the Group’s legal

and operational structure, and our ability to

perform audit procedures centrally.

Of those, we identified only 1 quantitatively

significant component which contained the

largest percentage of total revenue of the Group,

for which we performed audit procedures.

We also identified 13 components as requiring

special audit consideration, owing to the Group

risk relating to revenue.

Additionally, having considered qualitative and

quantitative factors, we selected 9 components

with accounts contributing to the specific RMMs

of the Group financial statements.

Accordingly, we performed audit procedures

on 23 components, of which we involved

component auditors in performing the audit

work on 22 components. We performed the

audit of the parent Company.

We approved the component materialities,

ranging from £0.4m to £1.35m, having regard

to the mix of size and risk profile of the Group

across the components.

3. Our application of materiality and

an overview of the scope of our audit

continued

Our audit procedures covered 88% of Group

revenue. We performed audit procedures in

relation to components that accounted for 90%

of Group profit before tax and 89% of Group

total assets.

For the remaining components for which we

performed no audit procedures, no component

represented more than 2% of Group total

revenue, or Group total assets. We performed

analysis at an aggregated Group level to

re-examine our assessment that there is not

a reasonable possibility of a material

misstatement in these components.

Impact of controls on our group audit

The Group utilises a diverse range of IT systems

across its operating businesses. For all of the

components that were subject to audit

procedures, we obtained an understanding of the

relevant IT systems for the purposes of our audit

work. On this audit we take a predominantly

substantive approach in all areas of the audit due

to the diverse nature of the Group’s information

systems and IT general controls, as well as

having considered the efficiency and

effectiveness of approaches to gaining the

appropriate audit evidence. As a result, we

appropriately planned additional substantive

testing, including in the key transactional areas

of revenue, purchases and inventory.

As we did not rely on automated controls on

journal entries, our work to respond to the risk

of management override of controls considered

both automated and manual journals and

additional testing as necessary.

Group auditor oversight

As part of establishing the overall Group audit

strategy and plan, we conducted the risk

assessment and planning discussion meetings

with component auditors to discuss Group audit

risks relevant to the components.

We used our knowledge of the Group, its

industry, and the general economic environment

to identify the inherent risks to its business model

and analysed how those risks might affect the

Group’s and parent Company’s financial

resources or ability to continue operations over

the going concern period. The risks that we

considered most likely to adversely affect the

Group’s and parent Company’s available financial

resources and/or metrics relevant to debt

covenants over this period were:

• The impact of a global economic downturn

on the Group’s key end markets, including

increasing inflationary pressures; and

• The volatility of and disruption to supply chain

affecting critical materials or components.

We considered whether these risks could

plausibly affect the liquidity or covenant

compliance in the going concern period by

comparing severe, but plausible downside

scenarios that could arise from these risks

individually and collectively against the level

of available financial resources and covenants

indicated by the Group’s financial forecasts.

We considered whether the going concern

disclosure in note 2 to the financial statements

gives a full and accurate description of the

directors’ assessment of going concern,

including the identified risks and dependencies.

We assessed the completeness of the going

concern disclosure.

Our conclusions based on this work:

• we consider that the directors’ use of the

going concern basis of accounting in the

preparation of the financial statements is

appropriate;

• we have not identified, and concur with the

directors’ assessment that there is not, a

material uncertainty related to events or

conditions that, individually or collectively,

may cast significant doubt on the Group’s or

parent Company’s ability to continue as a

going concern for the going concern period;

• we have nothing material to add or draw

attention to in relation to the directors’

statement in note 2 to the financial

statements on the use of the going concern

basis of accounting with no material

uncertainties that may cast significant doubt

over the Group and parent Company’s use of

that basis for the going concern period, and

we found the going concern disclosure in note

2 to be acceptable; and

• the related statement under the UK Listing

Rules set out on page 68 is materially

consistent with the financial statements

and our audit knowledge.

However, as we cannot predict all future events

or conditions and as subsequent events may

result in outcomes that are inconsistent with

judgements that were reasonable at the time

they were made, the above conclusions are not

a guarantee that the Group or the parent

Company will continue in operation.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 115

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF SENIOR PLC CONTINUED

6. Fraud and breaches of laws and

regulations – ability to detect

Identifying and responding to risks of

material misstatement due to fraud

To identify risks of material misstatement

due to fraud (“fraud risks”) we assessed events

or conditions that could indicate an incentive

or pressure to commit fraud or provide an

opportunity to commit fraud. Our risk

assessment procedures included:

• Enquiring of directors, those charged with

governance, internal audit, management and

inspection of policy documentation as to the

Group’s high-level policies and procedures to

prevent and detect fraud, including the internal

audit function, and the Group’s channel for

“whistleblowing”, as well as whether they

have knowledge of any actual, suspected

or alleged fraud.

• Reading Board and audit committee

meeting minutes.

• Considering remuneration incentive schemes

and performance targets for management

and directors including the long-term incentive

plan for Management remuneration.

• Considering announcements made by the

group in respect of revised performance

expectations for the year.

• Using analytical procedures to identify

any unusual or unexpected relationships.

• Our forensic specialists assisted us in

designing and executing relevant audit

procedures to respond to identifying

fraud risks. This included holding

a discussion between the forensic

specialist and the engagement partner

and engagement manager.

We communicated identified fraud risks

throughout the audit team and remained alert

to any indications of fraud throughout the audit.

This included communication from the Group

audit team to all component audit teams of

relevant fraud risks identified at the Group level

and request to all component audit teams to

report to the Group audit team any instances

of fraud that could give rise to a material

misstatement at the Group level.

As required by auditing standards and taking into

account possible pressures to meet profit

targets and market consensus, we perform

procedures to address the risk of management

override of controls and the risk of fraudulent

revenue recognition. In particular:

• the risk that revenue is misstated through

recording revenues in the wrong period;

• the risk that Group and component

Management may be in a position to make

inappropriate accounting entries; and

• the risk of bias in accounting estimates

and judgements such as the warranty

provision, provisions for uncertain tax

positions, provisions for litigation

and claims, and pension assumptions.

We did not identify any additional fraud risks.

We performed procedures including:

• Identifying journal entries and other

adjustments to test for all full scope

components based on risk criteria and

comparing the identified entries to supporting

documentation. These included those posted

by unexpected individuals, journals posted to

seldom used accounts, journals with certain

descriptions, and those with unusual account

pairings to revenue, cash and loans.

• Assessing whether the judgements made

in making accounting estimates are

indicative of a potential bias, in particular

warranty provisions.

• Selecting a sample of revenue near year

end and comparing the identified entries

to support documentation to check that

revenue is recognised in the appropriate

accounting period.

We discussed with the audit committee matters

related to actual or suspected fraud, for which

disclosure is not necessary, and considered any

implications for our audit.

Identifying and responding to risks of

material misstatement due to non-

compliance with laws and regulations

We identified areas of laws and regulations that

could reasonably be expected to have a material

effect on the financial statements from our

general commercial and sector experience and

through discussion with the directors (as

required by auditing standards), and discussed

with the directors the policies and procedures

regarding compliance with laws and regulations.

As the Group is regulated, our assessment

of risks involved gaining an understanding

of the control environment including the

entity’s procedures for complying with

regulatory requirements.

We communicated identified laws and

regulations throughout our team and remained

alert to any indications of non-compliance

throughout the audit . This included

communication from the Group audit team

to all component audit teams of relevant laws

and regulations identified at the Group level,

and a request for all component auditors

to report to the Group audit team any instances

of noncompliance with laws and regulations

that could give rise to a material misstatement

at the Group level.

The potential effect of these laws and

regulations on the financial statements

varies considerably.

Firstly, the Group is subject to laws and

regulations that directly affect the financial

statements including financial reporting

legislation (including related companies

legislation), distributable profits legislation,

pension scheme legislation and taxation

legislation, and we assessed the extent of

compliance with these laws and regulations

as part of our procedures on the related

financial statement items.

Secondly, the Group is subject to many other

laws and regulations where the consequences

of non-compliance could have a material effect

on amounts or disclosures in the financial

statements, for instance through the imposition

of fines or litigation or the loss of the Group’s

licence to operate. We identified the following

areas as those most likely to have such an

effect: health and safety, data protection

regulation, environmental laws and regulations,

anti-bribery and corruption, contract legislation,

employment law and export laws and

regulations, recognising the financial and

regulated nature of the Group’s activities.

Auditing standards limit the required audit

procedures to identify non-compliance with

these laws and regulations to enquiry of the

directors and inspection of regulatory and legal

correspondence, if any. Therefore if a breach of

operational regulations is not disclosed to us or

evident from relevant correspondence, an audit

will not detect that breach.

Context of the ability of the audit to detect

fraud or breaches of law or regulation

Owing to the inherent limitations of an audit,

there is an unavoidable risk that we may not

have detected some material misstatements in

the financial statements, even though we have

properly planned and performed our audit in

accordance with auditing standards. For

example, the further removed non-compliance

with laws and regulations is from the events

and transactions reflected in the financial

statements, the less likely the inherently limited

procedures required by auditing standards

would identify it.

In addition, as with any audit, there remained

a higher risk of non-detection of fraud, as these

may involve collusion, forgery, intentional

omissions, misrepresentations, or the override

of internal controls. Our audit procedures are

designed to detect material misstatement.

We are not responsible for preventing

non-compliance or fraud and cannot be

expected to detect non-compliance with

all laws and regulations.

7. We have nothing to report on the other

information in the Annual Report

The directors are responsible for the other

information presented in the Annual Report

together with the financial statements. Our

opinion on the financial statements does not

cover the other information and, accordingly,

we do not express an audit opinion or, except

as explicitly stated below, any form of assurance

conclusion thereon.

Our responsibility is to read the other

information and, in doing so, consider whether,

based on our financial statements audit work,

the information therein is materially misstated or

inconsistent with the financial statements or our

audit knowledge. Based solely on that work we

have not identified material misstatements in

the other information.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024116

GOVERNANCE

Strategic report and directors’ report

Based solely on our work on the

other information:

• we have not identified material

misstatements in the strategic report

and the directors’ report;

• in our opinion the information given in those

reports for the financial year is consistent

with the financial statements; and

• in our opinion those reports have been

prepared in accordance with the Companies

Act 2006.

Directors’ remuneration report

In our opinion the part of the Directors’

Remuneration Report to be audited has been

properly prepared in accordance with the

Companies Act 2006.

Disclosures of emerging and principal risks

and longer-term viability

We are required to perform procedures to

identify whether there is a material

inconsistency between the directors’

disclosures in respect of emerging and principal

risks and the viability statement, and the

financial statements and our audit knowledge.

Based on those procedures, we have nothing

material to add or draw attention to in relation to:

• the directors’ confirmation within the viability

statement on page 68 that they have carried

out a robust assessment of the emerging

and principal risks facing the Group, including

those that would threaten its business model,

future performance, solvency and liquidity;

• the Risks and uncertainties disclosures

describing these risks and how emerging risks

are identified, and explaining how they are

being managed and mitigated; and

• the directors’ explanation in the viability

statement of how they have assessed the

prospects of the Group, over what period they

have done so and why they considered that

period to be appropriate, and their statement

as to whether 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 of their

assessment, including any related disclosures

drawing attention to any necessary

qualifications or assumptions.

We are also required to review the Viability

Statement, set out on page 68 under the UK

Listing Rules. Based on the above procedures,

we have concluded that the above disclosures

are materially consistent with the financial

statements and our audit knowledge.

Our work is limited to assessing these matters

in the context of only the knowledge acquired

during our financial statements audit. As we

cannot predict all future events or conditions and

as subsequent events may result in outcomes

that are inconsistent with judgements that were

reasonable at the time they were made, the

absence of anything to report on these

statements is not a guarantee as to the Group’s

and parent Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures

to identify whether there is a material

inconsistency between the directors’ corporate

governance disclosures and the financial

statements and our audit knowledge.

Based on those procedures, we have

concluded that each of the following is

materially consistent with the financial

statements and our audit knowledge:

• the directors’ statement that they consider

that the annual report and financial

statements taken as a whole is fair, balanced

and understandable, and provides the

information necessary for shareholders to

assess the Group’s position and performance,

business model and strategy;

• the section of the annual report describing

the work of the audit committee, including

the significant issues that the audit

committee considered in relation to the

financial statements, and how these issues

were addressed; and

• the section of the annual report that

describes the review of the effectiveness

of the Group’s risk management and internal

control systems.

We are required to review the part of the

Corporate Governance Statement relating to the

Group’s compliance with the provisions of the

UK Corporate Governance Code specified by

the UK Listing Rules for our review.

We have nothing to report in this respect.

8. We have nothing to report on the other

matters on which we are required to

report by exception

Under the Companies Act 2006, we are

required to report to you if, in our opinion:

• adequate accounting records have not been

kept by the parent Company, or returns

adequate for our audit have not been received

from branches not visited by us; or

• the parent Company financial statements

and the part of the Directors’ Remuneration

Report to be audited are not in agreement

with the accounting records and returns; or

• certain disclosures of directors’ remuneration

specified by law are not made; or

• we have not received all the information

and explanations we require for our audit.

We have nothing to report in these respects.

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set

out on page 110, the directors are responsible

for: the preparation of the financial statements

including being satisfied that they give a true

and fair view; 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; assessing the Group and parent

Company’s ability to continue as a going

concern, disclosing, as applicable, matters

related to going concern; and using the going

concern basis of accounting unless they either

intend to liquidate the Group or the parent

Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities

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

our opinion in an auditor’s report. Reasonable

assurance is a high level of assurance, but does

not 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

aggregate, they could reasonably be expected

to influence the economic decisions of users

taken on the basis of the financial statements.

A fuller description of our responsibilities

is provided on the FRC’s website at

www.frc.org.uk/auditorsresponsibilities.

The Company is required to include these

financial statements in an annual financial report

prepared under Disclosure Guidance and

Transparency Rule 4.1.17R and 4.1.18R. This

auditor’s report provides no assurance over

whether the annual financial report has been

prepared in accordance with those requirements.

10. The purpose of our audit work and to

whom we owe our responsibilities

This report is made solely to the Company’s

members, as a body, in accordance with

Chapter 3 of Part 16 of the Companies Act

2006. Our audit work has been undertaken so

that we might state to the Company’s members

those matters we are required to state to them

in an auditor’s report and for no other purpose.

To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone

other than the Company and the Company’s

members, as a body, for our audit work, for this

report, or for the opinions we have formed.

Mike Barradell

(Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

15 Canada Square, London, E14 5GL

28 February 2025

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 117

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024118

FINANCIAL

STATEMENTS

FINANCIAL

STATEMENTS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 119

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

IN THIS SECTION

120 Consolidated Income Statement

121 Consolidated Statement of Comprehensive Income

122 Consolidated Balance Sheet

123 Consolidated Statement of Changes in Equity

124 Consolidated Cash Flow Statement

125 Notes to the Consolidated Financial Statements

166 Company Balance Sheet

167 Company Statement of Changes in Equity

168 Notes to the Company Financial Statements

174 Five-year Summary

Bindi Foyle | Group Finance Director

“The following Financial

Statements provide an

overview of the Group’s

financial performance

for the year ended

31 December 2024.”

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Revenue	3	9 7 7.1	96 3.5
Trading profit		39.0	36.9
Share of joint venture profit	15	1. 3	1. 0
Operating profit (1)	5	40. 3	3 7. 9
Finance income	7	10 . 6	10 .1
Finance costs	8	(2 1. 9)	(20.5)
Corporate undertakings	9	(1 . 2)	(4 .7)
Profit before tax (2)		2 7. 8	2 2.8
Tax (charge)/credit	10	(1 . 9)	8. 3
Profit for the period		25.9	3 1.1
Attributable to:
Equity holders of the parent		25.9	3 1.1
Earnings per share
Basic (3)	12	6.2 5p	7. 5 2p
Diluted (4)	12	6 .1 2p	7. 3 2p
(1) Adjusted operating profit	9	4 6.5	4 5.8
(2) Adjusted profit before tax	9	33.0	3 8.3
(3) Adjusted earnings per share	12	7.1 7p	10 . 2 8p
(4) Adjusted and diluted earnings per share	12	7. 0 1p	10 . 0 0p

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024120

FINANCIAL

STATEMENTS

CONSOLIDATED STATEMENT OF

COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2024

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Profit for the period		25.9	3 1 .1
Other comprehensive income:
Items that may be reclassified subsequently to profit or loss:
(Losses)/gains on foreign exchange contracts – cash flow hedges during the period		(2 .8)	2.7
Reclassification adjustments for (gains)/losses included in profit		(0 .1)	0.9
(Losses)/gains on foreign exchange contracts – cash flow hedges	27	(2 . 9)	3 .6
Exchange differences on translation of overseas operations	27	4.0	(16. 9)
Tax relating to items that may be reclassified	10	0.8	(0.9)
Items that will not be reclassified subsequently to profit or loss:		1. 9	(14 . 2)
Actuarial losses on defined benefit pension schemes	33	(4 . 8)	(2. 6)
Tax relating to items that will not be reclassified	10	1 .1	0.6
		(3 .7)	(2.0)
Other comprehensive income for the period, net of tax		(1 . 8)	(16 . 2)
Total comprehensive income for the period		2 4 .1	1 4.9
Attributable to:
Equity holders of the parent		2 4 .1	1 4.9

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 121

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2024

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Non-current assets
Goodwill	13	19 5 .4	19 3 . 3
Other intangible assets	14	3 2 .1	3 3 .1
Investment in joint venture	15	3.3	5 .1
Property, plant and equipment	16	2 9 2 .1	284.7
Deferred tax assets	21	2 7. 5	2 0 .7
Retirement benefits	33	43. 5	4 8.5
Trade and other receivables	18	0.4	0. 8
Total non-current assets		594.3	58 6.2
Current assets
Inventories	17	2 36 .0	2 0 7. 5
Current tax receivables	21	2 .8	2. 3
Trade and other receivables	18	1 3 7. 2	141.7
Cash and bank balances	31c	4 5.5	4 7. 6
Total current assets		4 2 1. 5	3 9 9 .1
Total assets		1, 01 5. 8	98 5.3
Current liabilities
Trade and other payables	23	196 . 9	18 8 . 4
Current tax liabilities	21	8.0	10 . 0
Lease liabilities	22, 31c	13 .6	12 . 4
Bank overdrafts and loans	19	75 .0	1. 8
Provisions	24	1 1 .3	10 . 5
Contingent consideration	30	13 .0	10 . 5
Total current liabilities		3 1 7. 8	233.6
Non-current liabilities
Bank and other loans	19	12 3 . 9	1 77 .8
Retirement benefits	33	6.8	8.0
Deferred tax liabilities	21	8. 2	7. 0
Lease liabilities	22, 31c	62 .6	5 9.4
Provisions	24	14 . 6	15 . 0
Contingent consideration	30	3.5	18 . 5
Others	23	8.5	8 .9
Total non-current liabilities		2 2 8 .1	2 9 4.6
Total liabilities		54 5.9	528 .2
Net assets		46 9. 9	4 5 7.1
Equity
Issued share capital	25	41 . 9	4 1 .9
Share premium account	25	14 . 8	14 . 8
Equity reserve	26	7. 8	7 .9
Hedging and translation reserve	27	3 9. 2	3 7. 3
Retained earnings	28	37 6 .7	3 6 8.0
Own shares	29	(1 0 . 5)	(1 2.8)
Equity attributable to equity holders of the parent		46 9. 9	4 5 7.1
Total equity		46 9. 9	4 5 7.1

The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue on

28 February 2025. They were signed on its behalf by:

David Squires Bindi Foyle

Director Director

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024122

FINANCIAL

STATEMENTS

CONSOLIDATED STATEMENT

OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

						All equity is attributable to equity holders of the parent
		Issued	Share
		share	premium	Equity	Hedging	Translation	Retained	Own	Total
		capital	account	reserve	reserve	reserve	earnings	shares	equity
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
Balance at 1 January 2023		41. 9	14 . 8	6. 4	(38.8)	9 0. 3	3 4 6 .5	(11 . 7)	4 4 9. 4
Profit for the year 2023		–	–	–	–	–	3 1.1	–	3 1.1
Gains on foreign exchange contracts –
cash flow hedges	27	–	–	–	3.6	–	–	–	3. 6
Exchange differences on translation
of overseas operations	27	–	–	–	–	(16 . 9)	–	–	(16 . 9)
Actuarial losses on defined benefit pension schemes	33	–	–	–	–	–	(2.6)	–	(2.6)
Tax relating to components of other comprehensive income	10	–	–	–	(0.9)	–	0.6	–	(0.3)
Total comprehensive income/(expense)
for the period		–	–	–	2.7	(16 . 9)	2 9 .1	–	14. 9
Share-based payment charge	32	–	–	4 .1	–	–	–	–	4 .1
Tax relating to share-based payments	10	–	–	–	–	–	0. 9	–	0 .9
Purchase of shares held by employee benefit trust	29	–	–	–	–	–	–	(5.6)	(5.6)
Use of shares held by employee benefit trust	29	–	–	–	–	–	(4.5)	4 .5	–
Transfer to retained earnings	28	–	–	(2.6)	–	–	2.6	–	–
Dividends paid	11	–	–	–	–	–	(6.6)	–	(6.6)
Balance at 31 December 2023		41. 9	14 . 8	7. 9	(3 6 .1)	73 . 4	3 6 8 .0	(1 2.8)	4 5 7.1
Profit for the year 2024		–	–	–	–	–	2 5.9	–	2 5. 9
Gain on foreign exchange contracts –
cash flow hedges	27	–	–	–	(2 . 9)	–	–	–	(2. 9)
Exchange differences on translation
of overseas operations	27	–	–	–	–	4.0	–	–	4.0
Actuarial losses on defined benefit pension schemes	33	–	–	–	–	–	(4 . 8)	–	(4. 8)
Tax relating to components of other comprehensive income	10	–	–	–	0.8	–	1 .1	–	1. 9
Total comprehensive income/(expense)
for the period		–	–	–	(2 .1)	4 .0	2 2 . 2	–	2 4 .1
Share-based payment charge	32	–	–	4 .5	–	–	–	–	4. 5
Tax relating to share-based payments	10	–	–	–	–	–	(0.8)	–	(0. 8)
Purchase of shares held by employee benefit trust net
of repayments	29	–	–	–	–	–	2 .1	(7. 0)	(4 . 9)
Use of shares held by employee benefit trust	29	–	–	–	–	–	(9. 3)	9.3	–
Transfer to retained earnings	28	–	–	(4 . 6)	–	–	4 .6	–	–
Dividends paid	11	–	–	–	–	–	(1 0 .1)	–	(10 .1)
Balance at 31 December 2024		41. 9	14 . 8	7. 8	(3 8. 2)	77. 4	3 76 .7	(1 0 . 5)	46 9. 9

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 123

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Net cash from operating activities	31a	4 9.4	41. 4
Investing activities
Interest received		6.6	4. 3
Proceeds on disposal of property, plant and equipment		0 .1	0 .7
Purchases of property, plant and equipment	16	(41 . 5)	(3 3 .7)
Purchases of intangible assets	14	(1 .7)	(2.2)
Dividend from joint venture	15	3.0	–
Acquisition of Spencer	30	(10 .7)	(23.9)
Net cash used in investing activities		(4 4 . 2)	(54.8)
Financing activities
Dividends paid	11	(10 .1)	(6.6)
New loans		152 . 2	13 6 . 2
Repayment of borrowings		(13 2 . 0)	(9 6. 2)
Purchase of shares held by employee benefit trust		(6 . 3)	(5.6)
Repayments from employee benefit trust		1.4	–
Repayment of lease liabilities		(10 . 0)	(10 . 2)
Net cash (used)/generated in financing activities		(4 . 8)	1 7. 6
Net increase in cash and cash equivalents		0.4	4. 2
Cash and cash equivalents at beginning of period		45. 8	4 2 .7
Effect of foreign exchange rate changes		(0 .7)	(1.1)
Cash and cash equivalents at end of period	31c	4 5.5	45.8

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2024

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024124

FINANCIAL

STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS

1. General information

Senior plc is a Company incorporated in England and Wales under the

Companies Act 2006. The address of the registered office is given on the

inside back cover. The nature of the Group’s operations and its principal

activities are set out in Note 3 and on pages 1 to 69.

Items included in the Financial Statements of each of the Group’s entities

are measured using the currency of the primary economic environment

in which the entity operates (the functional currency). These Financial

Statements are presented in Pounds Sterling, which is the Company’s

functional and the Group’s presentation currency.

2. Significant accounting policies

Basis of accounting

These Financial Statements have been prepared in accordance with

UK-adopted international accounting standards. They have been prepared

on the historical cost basis, except for the revaluation of certain financial

instruments and retirement benefit costs measured in accordance with

IAS 19.

Going concern

In determining the appropriate basis of preparation of the Financial

Statements for the year ended 31 December 2024, the Directors are

required to consider whether the Group and Parent Company can

continue in operational existence for the foreseeable future, being

a period of at least 12 months from the date of approval of these

Financial Statements (the going concern period).

The Board has applied a robust process to assess the resilience of the

forecast out-turns. This assessment included applying severe but

plausible downside risks as set out in the Viability Statement on page 68.

To address these risks the Board has considered mitigating factors

within the Group and Parent Company’s control that could be employed

that would address the impact and provide options to the Group and

Parent Company.

The Group has two covenants for committed borrowing facilities,

which are tested at June and December: the Group’s net debt to

EBITDA (defined in the Notes to the Financial Headlines on page 1)

must not exceed 3.0x and interest cover, the ratio of EBITDA to interest

must be higher than 3.5x. At 31 December 2024, the Group’s net debt

to EBITDA was 1.8x and interest cover was 7.0x, both comfortably

within covenant limits.

Based on the above assessment, the Board has concluded that the Group

and Parent Company will continue to have adequate financial resources to

realise its assets and discharge its liabilities as they fall due over the going

concern period. Accordingly, the Directors have formed the judgment that

it is appropriate to prepare these Consolidated Financial Statements and

the Parent Company financial statements on the going concern basis.

Changes in accounting policies

At the date of authorisation of these Financial Statements, there are no

relevant and material new standards, amendments to standards or

interpretations which are effective for the year ended 31 December 2024.

IFRS 18 Presentation and Disclosure in Financial Statements has been

issued but is not effective until 2027. Its impact on the financial

statements of Senior Plc is not yet known.

Basis of consolidation

The Consolidated Financial Statements incorporate the Financial

Statements of Senior plc and the entities controlled by it (its subsidiaries)

made up to 31 December 2024. Control is achieved when Senior plc has

the power to govern the financial and operating policies of an invested

entity so as to obtain benefits from its activities.

Acquisitions of subsidiaries and businesses are accounted for using the

acquisition method. The consideration transferred for each acquisition

is the aggregate of the fair values (at the date of exchange) of assets

transferred, liabilities incurred or assumed, and equity interests issued

by the Group. The consideration transferred includes the fair value of any

asset or liability resulting from a contingent consideration arrangement.

Acquisition-related costs are expensed as incurred. Identifiable assets

acquired and liabilities and contingent liabilities assumed are measured

initially at their fair values at the acquisition date. On an acquisition-by-

acquisition basis, the Group recognises any non-controlling interest in

the acquiree either at fair value or at the non-controlling interest’s

proportionate share of the acquiree’s net assets.

The results of subsidiaries acquired or disposed of during the year are

included in the Consolidated Income Statement from the effective date

of acquisition or up to the effective date of disposal, as appropriate.

The results of joint ventures are accounted for using the equity

accounting method.

Where necessary, adjustments are made to the Financial Statements of

subsidiaries to bring the accounting policies used in line with those used

by the Group.

All intra-group transactions, balances, income and expenses are

eliminated on consolidation.

Goodwill

Goodwill arising on consolidation, which was acquired in a business

combination, is measured as the excess of the consideration transferred,

the amount of any non-controlling interest in the acquiree and the

acquisition date fair value of any previous equity interest in the acquiree

over the fair value of the Group’s share of the identifiable net assets

acquired. Goodwill is recognised as an asset and allocated, at acquisition,

to the group of cash-generating units (CGU groups) that are expected to

benefit from that business combination. If the consideration transferred,

the amount of any non-controlling interest in the acquiree and the

acquisition date fair value of any previous equity interest in the acquiree is

less than the fair value of the net assets acquired (i.e. bargain purchase),

the difference is credited to the Consolidated Income Statement in the

period of acquisition.

CGU groups to which goodwill has been allocated are tested for

impairment at least annually and reviewed for indicators of impairment

at the Balance Sheet date. If impairment indicators exist, the individual

assets within the CGUs, and the individual CGUs excluding goodwill,

are tested for impairment before the CGU group is tested for impairment.

Any impairment is recognised immediately through the Consolidated

Income Statement and is not subsequently reversed. The determination

of the recoverable amount of the CGU group is disclosed in the Notes to

the Financial Statements (Note 13). If the recoverable amount of the CGU

group is less than its carrying amount, the impairment loss is allocated

first to reduce the carrying amount of any goodwill allocated to the CGU

group and then to the other assets of the CGU group pro rata

on the basis of the carrying amount of each asset in the CGU group.

On disposal of a subsidiary or part thereof, the attributable amount of

goodwill is included in the determination of the profit or loss on disposal.

Goodwill acquired in a business combination prior to the date of transition

to IFRS has been retained at the previous UK GAAP amount subject to

being tested for impairment at that date.

Revenue recognition

The Group predominantly has one revenue stream relating to engineered

components or systems (products), which are customer specific, with

a secondary revenue stream of funded development revenue. Both

streams have identifiable customer contracts and pricing specific

performance obligations.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 125

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

The transaction price is the amount of consideration to which an entity

expects to be entitled in exchange for transferring promised goods or

services to a customer. Revenue is recognised net of discounts, VAT and

other sales-related taxes. The determination of the transaction price is

based upon pricing specified in the customer contract i.e. a price per unit.

Revenue is recognised as the identified performance obligations

are satisfied.

The performance obligation for goods is a specific point in time when

the customer obtains control, which is upon delivery or when available

for collection. Allocation of transaction price to performance obligations

is given in the contract i.e. a unit delivered or available for collection.

The performance obligation for development revenue is a specific point

in time when the customer obtains control of the output, for example

a first article good, which is the acceptance milestone specified in the

customer contract.

Any portion of a change in transaction price that is allocated to a satisfied

performance obligation is recognised as revenue – or as a reduction in

revenue – when the transaction price changes.

Dividend income from investments is recognised when the shareholders’

legal rights to receive payment have been established, with the related

cashflows being classified as investing activities within the Consolidated

Cash Flow Statement.

Interest

Interest receivable/payable is credited/charged to the Consolidated

Income Statement using the effective interest method.

Deferred and contingent consideration related to business combinations

which is paid, including changes in fair value since acquisition date,

is classified as investing activities within the Consolidated Cash Flow

Statement. Any cash settlement relates to obtaining control rather than

settlement of financing provided by the seller. Changes in fair value since

the acquisition date are classified as finance income/expense.

Leasing

At inception of a contract, the Group assesses whether a contract is, or

contains, a lease. A contract is, or contains, a lease if the contract conveys

a right to control the use of an identified asset for a period of time in

exchange for consideration. The assessment of control includes whether

the Group has a right to obtain substantially all of the economic benefits

from the use of the asset throughout the period of use and the right to

direct the use of the asset.

As a lessee, the Group recognises a right-of-use asset and lease liability

at the lease commencement date. The right-of-use asset is initially

measured at cost, which comprises the initial amount of the lease

liability adjustment for any lease payments made at or before the

commencement date, plus any initial direct costs incurred and an estimate

of costs to dismantle or restore the underlying asset, less any lease

incentives received.

Lease payments comprise fixed payments and variable lease payments

based on an index or rate. The right-of-use asset is subsequently

depreciated using the straight-line method from the commencement date

to the earlier of the end of the useful life of the asset or the end of the

lease term. The lease term includes optional extensions or terminations

which are reasonably certain to be exercised by the Group. These optional

terms are reassessed periodically or when there is a significant event

which affects the lease. The estimated useful lives of the right-of-use

assets are determined on the same basis as those of property, plant and

equipment. Periodically the right-of-use asset is reduced for impairment,

if necessary, as well as re-measurements of the lease liability.

The lease liability is measured at amortised cost using the effective

interest method, which is initially equal to the present value of lease

payments that are not paid at the commencement date, discounted

using an incremental borrowing rate determined on a lease portfolio

basis. The lease liability is re-measured either as a modification or

reassessment. Modification occurs where there is a change in terms,

such as rental payments, which did not form part of the original terms

of the contract. In this case, the lease liability is re-measured using the

revised terms and a revised incremental borrowing rate at the

modification date. Reassessment occurs where there are changes within

the scope of the original terms of the contract, such as rental payment

changes with reference to an index. For reassessment changes, the lease

liability is re-measured in the same way as for a modification, except for

the incremental borrowing rate, which is not changed from the original

commencement date of the contract.

The Group has elected not to recognise right-of-use assets and lease

liabilities for short-term leases which have a lease term of 12 months or

less and leases of low-value assets. The Group recognises the lease

payments associated with these leases as an expense on a straight-line

basis over the lease term. When the Group acts as a lessor, it determines

at lease inception whether each lease is a finance lease or an operating

lease. To classify each lease, several indicators are assessed, such as the

present value of the lease payments amounting to at least substantially all

of the fair value of the asset. When the Group is an intermediate lessor,

it accounts for its interest in the head lease and the sub-lease separately.

The Group assesses the classification of the sub-lease with reference to

the right-of-use asset arising from the head lease. The Group recognises

lease payments received under operating leases as income on a straight-

line basis over the lease term.

Foreign currencies

Transactions in currencies other than the functional currency are recorded

at the rates of exchange prevailing on the date of the transaction. At each

Balance Sheet date, monetary assets and liabilities that are denominated

in foreign currencies are retranslated at the rates prevailing on the Balance

Sheet date. Non-monetary items carried at fair value that are denominated

in foreign currencies are translated at the rates prevailing at the date when

the fair value was determined. Non-monetary items that are measured at

historical cost in a foreign currency are not retranslated. Gains and losses

arising on retranslation are included in profit or loss for the period, except

for exchange differences arising on non-monetary assets and liabilities

where the changes in fair value are recognised directly in equity, subject

to meeting the requirements under IAS 21.

In order to hedge its exposure to certain foreign exchange risks, the Group

enters into forward exchange contracts (see section below on derivative

financial instruments and hedging for details of the Group’s accounting

policies in respect of such derivative financial instruments).

On consolidation, the assets and liabilities of the Group’s overseas

operations are translated at exchange rates prevailing on the Balance

Sheet date. Income and expense items are translated at the average

exchange rates for the period. Exchange rate differences arising, if any,

are classified as equity and transferred to the Group’s translation reserve.

Such translation differences are recognised as income or expense in the

period in which the operation is disposed.

Goodwill and fair value adjustments arising on the acquisition of a foreign

entity are treated as assets and liabilities of the foreign entity and

translated at the closing rate on the relevant Balance Sheet date.

2. Significant accounting policies continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024

126

FINANCIAL

STATEMENTS

The exchange rates for the major currencies applied in the translation of

results were as follows:

	Average	Average	Year-end	Year-end
	rates	rates	rates	rates
	2024	2023	2024	2023
US Dollar	1.28	1.24	1.25	1.27

Government grants

Government grants received for items of a revenue nature are recognised

as income over the period necessary to match them with the related

costs, which are deducted in reporting the related expense and presented

net of the costs to which they relate. Government grants relating to

investment in property, plant and equipment are deducted from the initial

carrying value of the related capital asset.

Retirement benefit costs

Payments to defined contribution retirement plans are charged as an

expense as they fall due. Payments made to state-managed retirement

benefit plans are dealt with as payments to defined contribution plans

where the Group’s obligations under the plans are equivalent to those

arising in a defined contribution retirement plan.

For defined benefit retirement plans, the cost of providing benefits

is determined using the Projected Unit Method, with full actuarial

valuations being carried out on a triennial basis, and updated at each

Balance Sheet date. Actuarial gains and losses are recognised in full

in the period in which they occur. They are recognised outside the

Consolidated Income Statement and are presented in the Statement

of Comprehensive Income.

Past service cost is recognised as an expense at the earlier of a plan

amendment, curtailment, or restructuring.

The retirement benefit obligation recognised in the Consolidated Balance

Sheet represents the present value of the defined benefit obligation,

and as reduced by the fair value of scheme assets.

Taxation

Provisions for uncertain tax positions are included within current tax

liabilities on the Consolidated Balance Sheet representing Management’s

best estimate of the likely cash outflow related to the uncertainty. There

are transactions and activities that the Group engages in where the

ultimate tax determination is uncertain and a provision may be made

against the tax benefit. For example, the Group seeks to price

transactions between Group companies on an arm’s-length basis and in

compliance with OECD transfer pricing principles and the laws of the

relevant jurisdictions. The application of OECD principles and local tax

laws require interpretation, and accordingly involves the application of

judgment and is open to challenge by the relevant tax authorities. This

gives rise to a level of uncertainty. Provisions for uncertain tax positions

are established in accordance with IFRIC 23 based on an assessment of

the range of likely tax outcomes in open years and reflecting the strength

of technical arguments. Amounts are provided for individual tax

uncertainties based on Management’s assessment of whether the most

likely amount or an expected amount based on a probability weighted

methodology is the more appropriate predictor of amounts that the

company is ultimately expected to settle. When making this assessment,

the Group utilises specialist in-house tax knowledge and experience and

takes into consideration specialist tax advice from third-party advisers on

specific items.

Deferred tax is the tax expected to be payable or recoverable on

differences between the carrying amounts of assets and liabilities in

the Financial Statements and the corresponding tax bases used in the

computation of taxable profit, and is accounted for using the Balance

Sheet liability method. Deferred tax liabilities are generally recognised

for all taxable temporary differences, including for taxable temporary

differences arising on investments in subsidiaries and associates,

and interests in joint ventures, except where the Group is able to control

the reversal of the temporary difference and it is probable that the

temporary difference will not reverse in the foreseeable future.

Deferred tax assets are recognised to the extent that it is probable that

future taxable profits will be available for their utilisation before their

expiry. Amounts will be recognised first to the extent that taxable

temporary differences exist and it is considered probable that they will

reverse and give rise to future taxable profits against which losses or

other assets may be utilised before their expiry. Assets will then be

recognised to the extent that forecasts or other evidence support the

availability of future profits against which assets may be realised.

Deferred tax assets and liabilities are not recognised if the temporary

difference arises from goodwill or from the initial recognition of goodwill

(other than in a business combination) of other assets and liabilities in a

transaction that affects neither the Group’s taxable profit nor its

accounting profit.

The carrying value of deferred tax assets is reviewed at each Balance

Sheet date and reduced to the extent it is no longer probable that

sufficient taxable profits will be available to allow all or part of the deferred

tax asset to be recovered. Deferred tax is calculated at the tax rates that

are expected to apply in the period when the liability is settled or the asset

is realised based on tax laws and rates that have been enacted at the

Balance Sheet date. Deferred tax is charged or credited in the

Consolidated Income Statement, except when it relates to items charged

or credited to Other Comprehensive Income or directly to Equity, in which

case the deferred tax is also dealt with in Other Comprehensive Income

or Equity.

Property, plant and equipment

Land and buildings held for use in the production or supply of goods

or services, or for administrative purposes, are stated in the Balance

Sheet at their historical cost, or at modified historical cost, being a

revaluation undertaken in 1988 which has been taken as the effective

cost on transition to IFRS. Land and buildings were revalued to fair

value at the date of revaluation. The Group does not intend to conduct

annual revaluations.

Plant and equipment are stated at cost less accumulated depreciation and

any recognised impairment loss. Depreciation is charged to write off the

cost of an asset on a straight-line basis over the estimated useful life of

the asset, and is charged from the time an asset becomes available for its

intended use. Annual rates are as follows:

Freehold land	Nil
Freehold buildings	2%
Right-of-use land	on the same basis as owned assets or,
and buildings	where shorter, over the lease term
Leasehold building	on the same basis as owned assets or,
improvements	where shorter, over the lease term
Plant and equipment	5%–33%
Right-of-use plant and	on the same basis as owned assets or,
equipment	where shorter, over the lease term

The Group primarily leases land and buildings for manufacturing use.

The lease term, including options to extend which are reasonably certain,

typically range from two to fifteen years. The Group also leases plant

and equipment, including office equipment, vehicles and manufacturing

equipment, with lease terms typically ranging from one to four years.

The gain or loss arising on the disposal or retirement of an asset is

determined as the difference between the sale proceeds and the carrying

amount of the asset at disposal and is recognised in the Consolidated

Income Statement.

2. Significant accounting policies continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 127

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

Internally generated intangible assets – development expenditure

An intangible asset arising from unfunded development work shall be

recognised if the following can be demonstrated:

i. the asset can be separately identified.

ii. it is probable that the asset created will generate future

economic benefits.

iii. the development cost of the asset can be measured reliably

during its development.

iv. it is technically feasible to complete the asset so that it will be

available for use or sale.

v. there is intention to complete the asset and use or sell it.

vi. the Group has ability to use or sell the asset.

vii. the Group has availability of adequate technical, financial and other

resources to complete the development work and to use or sell

the asset.

Internally generated intangible assets are amortised on a straight-line

basis over their useful lives. Costs incurred in relation to funded

development work are accumulated in inventory and are recognised when

the related billings are made. Any amounts held in inventory are subject to

normal inventory valuation principles. Expenditure on research, design and

other development activities, that do not meet the capitalisation criteria

above, is recognised as an expense in the period in which it is incurred.

Other intangible assets

Other intangible assets include computer software and intangible assets

acquired as part of a business combination. The cost of acquiring

computer software (including associated implementation and

development costs where applicable) is classified as an intangible asset.

Costs associated with maintaining computer software programs are

recognised as an expense as incurred. Capitalised computer software is

amortised over its estimated useful life of between three and five years

on a straight-line basis, and is stated at cost less accumulated

amortisation and impairment losses. Intangible assets acquired as part of

a business combination principally comprise qualified parts list, customer

relationships, contracts and trade names. They are shown at fair value at

the date of acquisition less accumulated amortisation. At the Balance

Sheet date, Intangible assets which incurred amortisation during the year,

are being amortised at rates of between 16 and 18% on a straight-line

basis since acquisition date.

Impairment of tangible and intangible assets excluding goodwill

At each Balance Sheet date, the Group reviews the carrying amounts

of its tangible and intangible assets to determine whether there is any

indication that those assets have suffered an impairment loss. If any

such indication exists, the recoverable amount of the asset is estimated

in order to determine the extent of the impairment loss (if any). Where

the asset does not generate cash flows that are independent from

other assets, the Group estimates the recoverable amount of the

cash-generating unit to which the asset belongs.

The recoverable amount is the higher of the fair value less the costs to

sell and the value in use. In assessing the value in use, the estimated

future cash flows are discounted to their present value using a pre-tax

discount rate that reflects current market assessments of the time value

of money and the risks specific to the asset for which the estimates of

future cash flows have not been adjusted.

If the recoverable amount of an asset is estimated to be less than its

carrying amount, the carrying amount of the asset is reduced to its

recoverable amount. An impairment loss is recognised as an expense

immediately, unless the relevant asset is carried at a revalued amount,

in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of

the asset is increased to the revised estimate of its recoverable amount,

so that the increased carrying amount does not exceed the carrying

amount that would have been determined had no impairment loss been

recognised for the asset in prior years. A reversal of an impairment loss is

recognised as income immediately, unless the relevant asset is carried at

a revalued amount, in which case the reversal of the impairment loss is

treated as a revaluation increase.

Inventories

Inventories are stated at the lower of cost and net realisable value. Costs

comprise direct materials and, where applicable, direct labour costs and

an appropriate allocation of production overheads. Cost is calculated using

the first-in, first-out method. Net realisable value represents the estimated

selling price less the estimated costs of completion and the costs to be

incurred in marketing, selling and distribution.

Financial instruments

Financial assets and liabilities are recognised when the Group becomes

a party to the contractual provisions of the relevant instrument and

derecognised when it ceases to be a party to such provisions.

Financial instruments are classified as cash and cash equivalents, bank

overdrafts and loans, lease liabilities, trade receivables, trade payables,

deferred consideration receivable or payable, contingent consideration

payable, other receivables and other payables, as appropriate.

Non-derivative financial assets are categorised as Financial assets at

amortised cost and non-derivative financial liabilities are categorised as

Financial liabilities at amortised cost. Derivative financial assets and

liabilities that are not designated and effective as hedging instruments

are categorised as financial assets at fair value through profit or loss

and financial liabilities at fair value through profit or loss, respectively.

The classification depends on the nature and purpose of the financial

assets and liabilities and is determined at the time of initial recognition.

Trade receivables

Trade receivables do not carry any interest and are stated at their nominal

value as reduced by loss allowance. The Group has elected to measure

loss allowance for trade receivables at an amount equal to the lifetime

expected credit losses (ECLs), which are based on quantitative and

qualitative credit risk assessments, using historical and forward-looking

information. Changes in the carrying amounts of the loss allowance are

recognised in the Consolidated Income Statement.

Trade receivables in default are considered uncollectible and are

written off against the loss allowance. The Group considers a trade

receivable to be in default when the customer is experiencing significant

financial difficulties, bankruptcy, financial reorganisation or is in default

or delinquent in paying its credit obligations to the Group in full.

Subsequent recoveries of amounts previously written off are credited

against the loss allowance.

Trade receivables are derecognised when reverse factored, without

recourse, through schemes with financial institution counterparties

who assume the risk of non-payment by the customer. Derecognition

occurs when cash is received from the financial institution (less reverse

factoring discount). For further details, see Strategic Report and the

financial instrument credit risk section in the notes to the Consolidated

Financial Statements.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and other short-term

highly liquid investments that are readily convertible to a known amount

of cash and are subject to an insignificant risk of changes in value.

2. Significant accounting policies continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024128

FINANCIAL

STATEMENTS

Non-derivative financial liabilities

Non-derivative financial liabilities are stated at amortised cost using the

effective interest method. The effective interest method is a method of

calculating the amortised financial liability and of allocating interest over

the relevant period. The effective interest rate is the rate that exactly

discounts estimated future cash payments through the expected life of

the financial liability, or, where appropriate, a shorter period, to the net

carrying amount on initial recognition. For borrowings, their carrying value

includes accrued interest payable, as well as unamortised issue costs.

Equity instruments

Equity instruments issued by the Company are recorded at the value of

the proceeds received, net of direct transaction costs.

Derivative financial instruments and hedging

The Group’s activities expose it primarily to the financial risks of changes

in foreign currency exchange rates and interest rates. The Group uses

foreign exchange contracts and, on occasion, interest rate swap contracts

to hedge these exposures. The use of financial derivatives is governed by

the Group’s Treasury Policies as approved by the Board of Directors,

which provides written principles on the use of derivatives. The Group

does not use derivative financial instruments for speculative purposes.

Certain derivative instruments do not qualify for hedge accounting. These

are categorised as fair value through profit or loss and are stated at fair

value, with any resultant gain or loss recognised in the Income Statement.

The Group designates certain hedging instruments in respect of foreign

currency risk as cash flow hedges. At the inception of the hedge

relationship, the Group documents the relationship between the hedging

instrument and the hedged item, along with its risk management

objectives and strategy for undertaking various hedging transactions.

The Group also documents, both at hedge inception and on an ongoing

basis, whether the hedging instrument that is used in a hedging

relationship is highly effective in offsetting changes in fair values

or cash flows of the hedged item.

For the Group’s cash flow hedges of highly probable forecast transactions

in foreign currencies, the hedged risk is always considered to be 1:1.

If the underlying exposure changes over time, either due to commercial

factors or timing differences, the hedging instruments will be rebalanced

to ensure that the hedge ratio of 1:1 is maintained.

Changes in the fair value of derivative financial instruments that are

designated and are effective as a cash flow hedge are recognised directly

in equity and the ineffective portion is recognised immediately in the

Consolidated Income Statement. If the cash flow hedge of a firm

commitment or forecasted transaction results in the recognition of an asset

or a liability, then, at the time the asset or liability is recognised, the

associated gains or losses on the derivative that had previously been

recognised in equity are included in the initial measurement of the asset or

liability. For hedges that do not result in the recognition of an asset or a

liability, amounts deferred in equity are recognised in the Income Statement

in the same period in which the hedged item affects profit or loss.

For an effective hedge of an exposure to changes in fair value, the hedged

item is adjusted for changes in fair value attributable to the risk being

hedged with the corresponding entry in the Consolidated Income

Statement. Gains or losses from re-measuring the derivative are also

recognised in the Consolidated Income Statement. If the hedge is

effective, these entries will offset in the Consolidated Income Statement.

Changes in the fair value of derivative financial instruments that do not

qualify for hedge accounting are recognised in the Consolidated Income

Statement as they arise.

Hedge accounting is discontinued when the hedging instrument expires

or is sold, terminated, exercised, or no longer qualifies for hedge

accounting. At that time, any cumulative gain or loss on the hedging

instrument recognised in equity is retained in equity until the forecasted

transaction occurs. If a hedged transaction is no longer expected to occur,

the net cumulative gain or loss recognised in Equity is transferred to the

Consolidated Income Statement for the period.

Gains and losses accumulated in Equity are recognised in the

Consolidated Income Statement on disposal of the overseas business.

Assets and disposal groups held for sale

Assets are classified as held for sale if their carrying amount will be

recovered by sale rather than by continuing use in the business. Where

a group of assets and their directly associated liabilities are to be disposed

of in a single transaction, such disposal groups are also classified as held

for sale. For this to be the case, the asset or disposal group must be

available for immediate sale in its present condition, and Directors must

be committed to and have initiated a plan to sell the asset or disposal

group which, when initiated, was expected to result in a completed sale

within 12 months. Assets that are classified as held for sale are not

depreciated. Assets or disposal groups that are classified as held for sale

are measured at the lower of their carrying amount and fair value less

costs to sell.

Provisions

Provisions are recognised when the Group has a present obligation (legal

or constructive) as a result of a past event, it is probable that the Group

will be required to settle that obligation and a reliable estimate can be

made of the amount of the obligation. Provisions are measured at the

Directors’ best estimate of the expenditure required to settle the

obligation at the Balance Sheet date, taking into account the risks

and uncertainties (such as timing or amount) surrounding the obligation.

They are not discounted to present value if the effect is not material.

Provisions for restructuring are recognised when the Group has a detailed

formal plan for the restructuring and the plan has been communicated to

the affected parties. Provisions for the expected cost for warranty

obligations under local sale of goods legislation are recognised at the date

of sale of the relevant products.

Share-based payments

The Group applies the requirements of IFRS 2 Share-based payments.

The Group issues equity-settled share-based payments to certain

employees. The fair value (excluding the effect of non-market-related

conditions), as determined at the grant date, is expensed on a straight-line

basis over the vesting period, based on the Group’s estimate of the

number of shares that will eventually vest and adjusted for the effect of

non-market-related conditions.

Fair value is measured by use of a Black-Scholes model for the share

option plans, and a binomial model for the share awards under the 2014

Long-Term Incentive Plan.

The liability in respect of equity-settled amounts is included in Equity.

Critical accounting judgments

IAS 1 requires disclosure of the judgments Management makes when

applying its significant accounting policies and that have the most

significant effect on amounts that are recognised in the Group’s Financial

Statements. In the course of preparing the Financial Statements, no

significant critical judgments have been made in the process of applying

the Group’s accounting policies, other than held for sale, leases and those

involving estimations, which are dealt with separately below.

Management makes other judgments in the normal course of conducting

business, such as those in relation to legal claims and contractual matters

(see Note 24 for further details).

2. Significant accounting policies continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 129

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STATEMENTS

ADDITIONAL

INFORMATION

Held for sale

At 31 December 2024, Management makes a judgment to determine that

the potential divestment of the Aerostructures business does not meet

the held for sale criteria in accordance with IFRS 5. In particular, the

potential divestment does not meet the threshold of highly probable,

including not fully meeting the expectation that it would be completed

within 12 months when assessed as at 31 December 2024 based on

facts available and circumstances at that time. In making this judgment,

the board considered the publicised challenges at Boeing, including 737

MAX volumes being subdued throughout the year, following the Alaskan

Airlines incident in January 2024 and the subsequent Boeing employee

strike from September to November 2024. The Board also considered the

risks and uncertainties set out on pages 50 to 59 which could impact the

length of the potential divestment process, in particular the impact of

geopolitical and economic uncertainties.

Leases

Where a lease includes the option for an extension to the lease term,

Management makes a judgment as to whether they are reasonably

certain the option will be taken. This will take into account the length of

time remaining before the option is exercisable, current and forecasted

plans for utilising the asset and the level and type of planned future capital

investment. As at 31 December 2024, these extension options have an

approximate average remaining lease term of 5 years. These judgments

are reassessed at each reporting period or when there is a significant

event affecting the lease, which could result in a recalculation of the lease

liability and a material adjustment to the associated balances.

Key sources of estimation and uncertainty

When applying the Group’s accounting policies, Management must make

assumptions and estimates concerning the future that affect the carrying

amounts of assets and liabilities at the Balance Sheet date and the

amounts of revenue and expenses recognised during the period. Such

assumptions are based upon factors including historical experience, the

observance of trends in the industries in which the Group operates, and

information available from the Group’s customers and other external

sources. The key sources of estimation and uncertainty at the Balance

Sheet date that have a significant risk of causing a material adjustment to

the carrying amounts of assets and liabilities within the next financial year

and beyond include:

Retirement benefits

Management makes assumptions and estimates, for the next financial

year and beyond, which affect the value of the carrying amount of the

UK Plan retirement benefit obligation at 31 December 2024.

Management follows actuarial advice from a third party when determining

estimation uncertainty on the valuation of the UK gross defined benefit

obligation, the significant assumptions being discount rate, inflation

and life expectancy (see Note 33). The carrying amount of the UK Plan’s

retirement benefits at 31 December 2024 was a surplus of £43.5m

(2023 – surplus of £48.5m), being the present value of the defined benefit

obligations of £181.9m (2023 – £199.2m) and fair value of plan assets

of £225.4m (2023 – £247.7m). Further details and sensitivities from

changes in estimates are set out in Note 33g.

Warranty

The warranty costs include a provision of £11.8m (2023 – £11.0m)

related to one specific disputed commercial matter. The range of

reasonably possible outcomes considered by the Board is £6m, which

reflects a reasonably possible increase of £4m or decrease of £2m.

No further details on the matter are disclosed to avoid prejudicing the

contractual position.

Other estimates

Income taxes, specifically in relation to provisions for tax uncertainties,

have been removed as a key estimate in 2024 following the release in

respect of historical Americas uncertain tax positions in 2023.

The Board previously approved a restructuring plan that was initiated in

2019. In response to the pandemic, the Group implemented further cost

cutting actions which included asset write downs. In 2023, some residual

restructuring activity took place in response to further specific end market

conditions affecting some of the businesses. In 2024, the restructuring

provision is £nil and no longer represents a key estimate.

Consideration of climate change

In preparing the Financial Statements, the Directors have considered the

impact of climate change, particularly in the context of the risks identified

in the TCFD disclosure on pages 20 to 25. There has been no material

impact identified on the financial reporting judgments and estimates.

In particular, the Directors considered the impact of climate change in

respect of the following areas:

• Useful lives of assets – The useful lives of assets could be reduced by

climate-related matters, for example as a result of physical risks,

obsolescence or legal restrictions. The change in useful lives would

have a direct impact on the amount of depreciation or amortisation

recognised each year from the date of reassessment. The Directors’

review of useful lives has taken into consideration the impacts of the

Group’s Net Zero commitments and has not had a material impact on

the results for the year.

• Inventory valuation – Climate-related matters may affect the value of

inventories as they could become obsolete as a result of a decline in

selling price or a reduction in demand. After consideration of the typical

inventory days compared to the rate of change in the market the

Directors consider that inventory is appropriately valued.

• Going concern and viability – risks identified in the TCFD disclosures in

pages 20 to 25 have been factored into the going concern and viability

assessment. See page 68 further details.

• Goodwill impairment assessment – cash flow forecasts used in the

impairment assessment of goodwill have considered potential changes

in demand over the next 5 years as a result of changing customer

preferences on Senior’s products. This is not expected to have a

material impact on the cashflows, with longer-term growth rates based

on forecasted market demand. Aerospace market rates were used for

the Aerospace CGU and long-term GDP rates for advanced economies

were used for the Flexonics CGU. Sensitivity analysis (See Note 13)

shows that a 1 percent decrease in growth rate would not result in the

carrying amount of CGU groups exceeding their recoverable amount.

• Recoverability of trade receivables – After consideration of the typical

receivable days compared to the rate of change in the market, the

Directors consider that receivables at 31 December 2024 are not

adversely affected by climate change.

• Valuation of the UK Plan retirement gross benefit obligation – there is

no material impact on key financial assumptions which are set

according to market yields. Mortality assumptions take account of

current views of possible climate pathways that may develop. Asset

values are set according to market valuations which incorporate market

expectations of climate impacts.

The Directors are aware of the ever-changing risks attached to climate

change and will regularly assess these risks against judgments and

estimates made in preparation of the Group’s Financial Statements.

2. Significant accounting policies continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024130

FINANCIAL

STATEMENTS

3. Revenue

Total revenue is disaggregated by market sectors as follows:

	Year ended	Year ended
	2024	2023
	£m	£m
Civil Aerospace	447.7	410.5
Defence	130.6	132.6
Other	82.5	73.4
Aerospace	660.8	616.5
Land Vehicle	187.6	201.7
Power & Energy	130.1	146.3
Flexonics	317.7	348.0
Eliminations	(1.4)	(1.0)
Total revenue	977.1	963.5

Other Aerospace comprises space and non-military helicopters

and other markets, principally including semiconductor, medical,

and industrial applications.

The Group applies the practical expedient in paragraph 121 of IFRS 15

and does not disclose information about remaining performance

obligations that have original expected durations of one year or less.

Applying the practical expedient in paragraph 94 of IFRS 15, the Group

recognises the incremental costs of obtaining contracts as an expense

when incurred if the amortisation period of the assets that the Group

otherwise would have recognised is one year or less.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

4. Segment information

The Group reports its segment information as two operating Divisions

according to the market segments they serve, Aerospace and Flexonics,

which is consistent with the oversight employed by the Executive

Committee. The chief operating decision-maker, as defined by IFRS 8,

is the Executive Committee. The Group is managed on the same basis,

as two operating Divisions.

The accounting policies of the reportable segments are the same as the

Group’s accounting policies described in Note 2 and the sales between

segments are carried out at arm’s length. Adjusted operating profit,

as described in Note 9, is the key measure reported to the Group’s

Executive Committee for the purpose of resource allocation and

assessment of segment performance. Finance income, finance costs

and tax are not allocated to segments, as this type of activity is driven

by the central tax and treasury functions.

Segment assets include directly attributable computer software assets,

property, plant and equipment (including right-of-use assets), working

capital assets, goodwill and intangible assets from acquisitions. Cash,

deferred and current tax and other financial assets (except for working

capital) are not allocated to segments for the purposes of reporting

financial performance to the Executive Committee.

Segment liabilities include directly attributable working capital liabilities

and lease liabilities. Debt, retirement benefits, deferred and current tax

and other financial liabilities (except for working capital) are not allocated

to segments for the purposes of reporting financial performance to the

Executive Committee.

Central costs, assets and liabilities are corporate items not allocated

to segments, which is consistent with the format used by the chief

operating decision-maker.

Segment information for revenue, operating profit and a reconciliation

to entity and profit after tax is presented below:

				Eliminations/				Eliminations/
				central				central
		Aerospace	Flexonics	costs	Total	Aerospace	Flexonics	costs	Total
		Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
		2024	2024	2024	2024	2023	2023	2023	2023
	Notes	£m	£m	£m	£m	£m	£m	£m	£m
External revenue		659.7	317.4	–	977.1	615.7	347.8	–	963.5
Inter-segment revenue		1.1	0.3	(1.4)	–	0.8	0.2	(1.0)	–
Total revenue		660.8	317.7	(1.4)	977.1	616.5	348.0	(1.0)	963.5
Adjusted trading profit		30.4	35.1	(20.3)	45.2	27.0	37.5	(19.7)	44.8
Share of joint venture profit		–	1.3	–	1.3	–	1.0	–	1.0
Adjusted operating profit		30.4	36.4	(20.3)	46.5	27.0	38.5	(19.7)	45.8
Amortisation of intangible assets
from acquisitions	9	(1.6)	–	–	(1.6)	(2.2)	–	–	(2.2)
Site relocation costs	9	(3.0)	(0.5)	–	(3.5)	–	(0.1)	–	(0.1)
US class action lawsuit	9	(1.1)	–	–	(1.1)	–	–	–	–
Net restructuring costs	9	–	–	–	–	(3.6)	(2.0)	–	(5.6)
Operating profit		24.7	35.9	(20.3)	40.3	21.2	36.4	(19.7)	37.9
Finance income					10.6				10.1
Finance costs					(21.9)				(20.5)
Corporate undertakings	9				(1.2)				(4.7)
Profit before tax					27.8				22.8
Tax					(1.9)				8.3
Profit after tax					25.9				31.1

Trading profit and adjusted trading profit is operating profit and adjusted operating profit respectively before share of joint venture profit.

See Note 9 for the derivation of adjusted operating profit.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 131

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STATEMENTS

ADDITIONAL

INFORMATION

Segment information for assets, liabilities, additions to non-current assets and depreciation and amortisation is presented below:

	Year ended	Year ended
	2024	2023
Assets	£m	£m
Aerospace	679.6	646.5
Flexonics	213.0	215.4
Segment assets for reportable segments	892.6	861.9
Unallocated
Central	3.7	4.0
Cash	45.5	47.6
Deferred and current tax	30.3	23.0
Retirement benefits	43.5	48.5
Others	0.2	0.3
Total assets per Consolidated Balance Sheet	1,015.8	985.3

	Year ended	Year ended
	2024	2023
Liabilities	£m	£m
Aerospace	202.8	183.1
Flexonics	77.7	79.9
Segment liabilities for reportable segments	280.5	263.0
Unallocated
Central	17.3	22.2
Debt	198.9	179.6
Deferred and current tax	16.2	17.0
Retirement benefits	6.8	8.0
Contingent consideration	16.5	29.0
Others	9.7	9.4
Total liabilities per Consolidated Balance Sheet	545.9	528.2

	Additions to	Additions to	Depreciation	Depreciation
	non-current	non-current	and	and
	assets	assets	amortisation	amortisation
	Year ended	Year ended	Year ended	Year ended
	2024	2023	2024	2023
	£m	£m	£m	£m
Aerospace	25.3	24.4	37.1	38.2
Flexonics	20.9	12.6	12.9	13.0
Sub total	46.2	37.0	50.0	51.2
Central	0.7	0.9	0.6	0.5
Total	46.9	37.9	50.6	51.7

The Group’s revenues from its major products is presented below:

	Year ended	Year ended
	2024	2023
	£m	£m
Aerospace – Structures	271.7	253.0
Aerospace – Fluid Systems	388.0	362.7
Aerospace total	659.7	615.7
Land vehicle	187.6	201.7
Power & Energy	129.8	146.1
Flexonics total	317.4	347.8
Group total	977.1	963.5

No individual customer accounted for more than 10% of external revenue in 2024 or 2023.

4. Segment information continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024132

FINANCIAL

STATEMENTS

Geographical information

The Group’s operations are located principally in North America and UK.

The following table provides an analysis of the Group’s sales by geographical market, irrespective of the origin of the goods. The carrying values of

segment non-current assets are analysed by the geographical area in which the assets are located.

			Segment	Segment
	Sales	Sales	non-current	non-current
	revenue	revenue	assets	assets
	Year ended	Year ended	Year ended	Year ended
	2024	2023	2024	2023
	£m	£m	£m	£m
USA	46 5.1	459.6	274.1	273.3
UK	166.7	156.8	155.8	157.1
Rest of the World	345.3	347.1	136.9	135.1
Sub total	977.1	963.5	566.8	565.5
Unallocated amounts	–	–	27.5	20.7
Total	977.1	963.5	594.3	586.2

The unallocated amounts on non-current assets relate to deferred tax assets.

5. Operating profit

Operating profit can be analysed as follows:

	Year ended	Year ended
	2024	2023
	£m	£m
Revenue	977.1	963.5
Cost of sales	(803.4)	(789.5)
Gross profit	173.7	174.0
Distribution costs	(7.1)	(6.9)
Administrative expenses	(127.6)	(130.4)
Profit on sale of fixed assets	–	0.2
Share of joint venture profit	1.3	1.0
Operating profit	40.3	37.9

Operating profit for the period has been arrived at after charging:

	Year ended	Year ended
	2024	2023
	£m	£m
Net foreign exchange losses	0.1	0.4
Research and design costs	20.0	20.0
Depreciation of property, plant and equipment	47.3	48.0
Amortisation of intangible assets included in administration expenses	3.3	3.7
Cost of inventories recognised as expense	803.4	789.5
Provision for loss allowance against receivables	2.0	0.4
Restructuring: provision charge for impairment of property, plant and equipment and inventories	–	3.2
Restructuring: staff and other costs	–	2.4
Site relocation costs	3.5	–

Staff costs are disclosed in Note 6. The majority of research and design costs incurred during the year have been expensed in line with the Group’s

accounting policies detailed in Note 2.

The analysis of the Auditor’s remuneration is as follows:

	Year ended	Year ended
	2024	2023
	£m	£m
Fees payable to the Company’s Auditor and their associates for the audit of the Company’s annual accounts	0.6	0.6
Fees payable to the Company’s Auditor and their associates for other services to the Group – The audit of the Company’s subsidiaries	1.8	1.7
Total audit fees	2.4	2.3

4. Segment information continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 133

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ADDITIONAL

INFORMATION

Fees payable to the Company’s Auditor and their associates for non-audit services to the Company are not required to be disclosed because the

Consolidated Financial Statements are required to disclose such fees on a consolidated basis.

The Group paid £0.08m (2023 – £0.06m) to the Company’s Auditor for audit related services and £nil (2023 – £nil) for non-audit-related services during

2024, in line with the Company’s policy on the use of Auditors for non-audit services.

Details of the Company’s policy on the use of auditors for non-audit services, the reasons why the Auditor was used rather than another supplier and

how the Auditor’s independence and objectivity were safeguarded are set out in the Audit Committee Report on pages 90 to 95. No services were

provided pursuant to contingent fee arrangements.

6. Staff costs

The average monthly number of employees (including Directors) was:

	Year ended	Year ended
	2024	2023
	Number	Number
Production	5,885	5,743
Distribution	94	85
Sales	278	260
Administration	561	539
Total	6,818	6,627

The actual number of employees at 31 December 2024 was 6,779 (2023 – 6,679).

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Their aggregate remuneration comprised:
Wages and salaries		272.3	261.3
Social security costs		34.7	31.8
Termination benefits		–	0.7
Other pension costs – defined contribution	33a	11.5	10.2
Other pension costs – defined benefit	33e	0.7	0.5
Share-based payments	32	4.5	4.1
Aggregate remuneration		323.7	308.6

The Group also incurred medical and other employee benefit expenses during the year of £28.8m (2023 – £23.4m).

7. Finance income

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Interest on bank deposits and other finance income		6.4	4.5
Net finance income on retirement benefits	33e	2.0	2.1
Interest unwind on uncertain tax positions	10	–	3.5
Change in fair value on acquisition consideration	9, 30	2.2	–
Total income		10.6	10.1

5. Operating profit continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024134

FINANCIAL

STATEMENTS

8. Finance costs

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Interest on bank overdrafts and loans		12.2	9.8
Interest on other loans and other finance costs		6.3	4.9
Interest on lease liabilities		3.4	2.9
Change in fair value on acquisition consideration	9, 30	–	2.9
Total finance costs		21.9	20.5

9. Adjusted operating profit and adjusted profit before tax

The presentation of adjusted operating profit and adjusted profit before tax measures, derived in accordance with the table below, has been included

to identify the performance of the Group prior to the impact of amortisation of intangible assets from acquisitions, net restructuring costs, site

relocation costs, US class action lawsuit and costs associated with corporate undertakings. The Board has a policy, which was clarified in 2023,

to separately disclose items it considers are outside the normal course of management oversight and control on a day-to-day basis and are not

reflective of in-year trading performance. Indicative criteria such as period to which the item relates and external driven factors that are outside

of the control of the Group in combination with the magnitude and consistency of application are also considered.

The amortisation charge relates to the acquisition of Spencer Aerospace. It is charged on a straight-line basis and reflects a non-cash item for the

reported year. Site relocation costs relate to transfer of business activities into new or existing cost competitive facilities to support the Group’s

strategic initiatives. The US class action lawsuit relates to an historic legal matter. The Group implemented a restructuring programme in 2019, which

had residual activity in 2023 in response to further specific end market conditions. Corporate undertakings relate to business acquisition and disposal

activities. None of these charges are reflective of in-year performance. Therefore, they are excluded by the Board and Executive Committee when

measuring the operating performance of the businesses.

		Year ended		Year ended
		2024		2023
	£m	£m	£m	£m
Operating profit		40.3		37.9
Amortisation of intangible assets from acquisitions		1.6		2.2
Site relocation costs		3.5		0.1
US class action lawsuit		1.1		–
Net restructuring costs		–		5.6
Adjusted operating profit		46.5		45.8
Profit before tax		27.8		22.8
Adjustments to profit before tax as above Corporate undertakings	1.2	6.2	4.7	7.9
Corporate undertakings – change in fair value on acquisition consideration	(2.2)		2.9
Total Corporate undertakings		(1.0)		7.6
Adjusted profit before tax		33.0		38.3

Site relocation costs

In 2024, £3.5m of site relocation costs were incurred (2023 – £0.1m) of which £0.5m (2023 – £0.1m) related to the transfer of our Senior Flexonics

Crumlin business to a nearby high-tech facility in Wales to better showcase its design, development, test and qualification capabilities in support of

the Group’s strategic initiatives. The Group also recognised an impairment of £1.9m of property, plant and equipment and costs of £1.1m related to the

transfer of existing business to other cost competitive facilities.

US class action lawsuit

In June 2022, a wage and hour class action lawsuit was filed against one business based in California, USA. This lawsuit alleged violations of state

regulations concerning meal and rest breaks and related penalties covering the period 2021 through the first half of 2024. Mediation took place in

April 2024, resulting in a Company agreed settlement and related costs of £1.1m, of which no payments have been made as at 31 December 2024.

Court approval and payment is expected by the end of the first half of 2025.

Net restructuring costs

In 2024, no restructuring costs were incurred in the Consolidated Income Statement. In 2023, £5.6m was incurred, of which £2.4m related to

consultancy and other costs, £2.0m related to inventory impairment where customer demand had decreased and £1.2m related to impairment

of property, plant and equipment to cover the risk where there were no alternative uses.

Net restructuring cash outflow was £0.5m (2023 – £2.1m).

Corporate undertakings

Net income associated with corporate undertakings was £1.0m (2023 – £7.6m costs), of which £0.8m acquisition costs (2023 – £1.5m) and £2.2m

income from fair value changes in contingent consideration (2023 – £2.9m costs) related to the acquisition of Spencer Aerospace in November 2022

and £0.4m costs are associated with potential disposal and other corporate activities (2023 – £3.2m). See Note 30 to the Financial Statements for

further details on the financial impact of the acquisition in 2024.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 135

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STATEMENTS

ADDITIONAL

INFORMATION

10. Taxation

	Year ended	Year ended
	2024	2023
	£m	£m
Current tax:
Current year	8.4	10.7
Adjustments in respect of prior periods – Americas uncertain tax positions	–	(7.0)
Adjustments in respect of prior periods – other	(2.6)	(4.3)
Deferred tax (Note 21)	5.8	(0.6)
Current year	(5.0)	(5.8)
Adjustments in respect of prior periods	1.1	(1.9)
	(3.9)	(7.7)
Total tax charge/(credit)	1.9	(8.3)

On 24th May 2021, a future increase in UK corporation tax rate from 19% to 25% was substantially enacted with an effective date of 1 April 2023.

Deferred tax assets and liabilities are measured at the rates that are expected to apply to the year when the asset is realised or the liability is settled,

based on tax rates (and tax laws) that have been enacted or substantially enacted at the Balance Sheet date. Taxation for other jurisdictions is

calculated at the rates prevailing in the respective jurisdictions.

In the prior year, the Group implemented a series of steps to simplify the legal ownership of its Americas legal entity holding structure. As part of the

exercise, provisions held for estimated uncertain tax positions around the historical establishment of the Americas legal structure were reassessed.

As a result, in accordance with IAS 12 and IFRIC 23 (Uncertainty over Income Tax Treatments), provisions for the uncertain tax positions of £7.0m

and associated interest of £3.5m were released to the Consolidated Income Statement during that year.

The OECD Pillar Two Globe Rules introduce a global minimum corporate tax rate, initially at 15%, applicable to multinational enterprise (MNE) groups

with global revenue over €750m. All participating OECD members are required to incorporate these rules into national legislation. On 20th June 2023,

the UK substantially enacted legislation to apply Pillar Two Globe rules into UK law which will first apply to the Group from 1 January 2024. The Group

has provided £0.1m in the current year in respect of this liability.

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024136

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STATEMENTS

The total charge for the year can be reconciled to the profit before tax per the Consolidated Income Statement as follows:

		Year ended	Year ended	Year ended	Year ended
		2024	2024	2023	2023
		£m	%	£m	%
Profit before tax		27.8		22.8
Expected tax charge at the UK standard corporation tax rate 25%/23.5%		7.0		5.4
Effect of different statutory rates in overseas jurisdictions	a	(1.3)		(0.4)
Tax incentives and credits	b	(1.3)		(1.9)
Tax losses not recognised	c	(2.2)		(0.3)
Impact of share options	d	(0.6)		(0.1)
Effect of difference in treatment of financing activities between jurisdictions	e	–		(0.1)
Non-deductible expenses and other permanent differences	f	1.5		1.9
Effect of changes in UK tax rate on deferred tax items	g	–		0.2
Withholding taxes	h	0.2		0.2
Adjustments in respect of prior periods – Americas uncertain tax positions	i	–		(7.0)
Adjustments in respect of prior periods – other current tax items	j	(2.6)		(4.3)
Adjustments in respect of prior periods – deferred tax items	k	1.1		(1.9)
Pillar 2 Top up Tax	l	0.1		–
Tax charge/(credit) and effective tax rate for the year		1.9	6.8%	(8.3)	(36.4%)

a. Attributable to profit mix at both higher and lower rates of taxes in different jurisdictions.

b. Includes a £1.4m benefit from enhanced US R&D deductions offset by permanent difference arising from losses in the year on projects that benefit from tax incentives.

c. Tax losses arising in prior years on which a deferred tax asset has been recognised in the year based on IAS 12 recognition criteria (£2.2m). The prior year comparative relates to unrecognised

tax losses utilised in the year.

d. Impact of non-tax deductible share-based payment charges net of current tax deductions for share exercises in the year and the deferred tax asset recognition for future exercises.

e. Effect of different rates of tax between jurisdictions on internal financing activities.

f. Non-deductible expenses and other permanent differences includes a £0.2m charge in respect of uncertain tax positions in accordance with IFRIC 23 principles.

g. Relates to the Income Statement impact of the retranslation of UK deferred tax assets and liabilities following the substantial enactment of the future 25% tax rate effective from 1 April 2023.

h. Arises from irrecoverable withholding taxes.

i. The prior year comparative arises from the release of £7.0m Americas restructuring provisions in accordance with IFRIC 23 measurement criteria principles.

j. Includes a credit in respect of the uncertain tax positions which have been resolved, settled or released in accordance with IFRIC 23 principles of £2.0m as well as prior year items arising from

the true up of tax accruals in line with local tax filings which in many cases have an equal and opposite prior year item in deferred tax.

k. Arises from the true-up of deferred tax estimates following the finalisation of entity statutory accounts and local tax returns.

l. Estimated Top up Tax arising from the OECD’s Pillar 2 global minimum tax rules.

10. Taxation continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 137

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REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

In addition to the amount charged to the Consolidated Income Statement, the following amounts relating to tax have been recognised directly in other

comprehensive income:

	2024	2023
	£m	£m
Deferred tax:
Items that will not be reclassified subsequently to profit and loss:
Tax on actuarial items	1.1	0.5
Effect of change in UK tax rate	–	0.1
Items that may be reclassified subsequently to profit or loss:
Tax on foreign exchange contracts – cash flow hedges	0.8	(0.9)
Total tax credit/(charge) recognised directly in other comprehensive income	1.9	(0.3)

In addition to the amount charged to the Consolidated Income Statement and Other Comprehensive Income, the following amounts relating to tax

have been recognised directly in equity:

	Year ended	Year ended
	2024	2023
	£m	£m
Deferred tax:
Excess tax deductions related to share-based payments in exercised options	(0.8)	0.9
Total tax (charge)/credit recognised directly in equity	(0.8)	0.9
Deferred tax (Note 21)	1.1	0.6

11. Dividends

	Year ended	Year ended
	2024	2023
	£m	£m
Amounts recognised as distributions to equity holders in the period:
Final dividend for the year ended 31 December 2023 of 1.70p per share (2022 – 1.00p)	7.0	4.1
Interim dividend for the year ended 31 December 2024 of 0.75p per share (2023 – 0.60p)	3.1	2.5
	10.1	6.6
Proposed final dividend for the year ended 31 December 2024 of 1.65p per share (2023 – 1 . 70p)	6.8	7.0

12. Earnings per share

The calculation of the basic and diluted earnings per share is based on the following data:

	Year ended	Year ended
	2024	2023
Number of shares	Million	Million
Weighted average number of ordinary shares for the purposes of basic earnings per share	414.3	413.3
Effect of dilutive potential ordinary shares:
Share options	9.2	11.7
Weighted average number of ordinary shares for the purposes of diluted earnings per share	423.5	425.0

10. Taxation continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024138

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STATEMENTS

		Year ended 2024		Year ended 2023
		Earnings	EPS	Earnings	EPS
Earnings and earnings per share	Notes	£m	pence	£m	pence
Profit for the period		25.9	6.25	31.1	7.52
Adjust:
Amortisation of intangible assets from acquisitions net of tax credit of £0.4m
(2023 – £0.6m credit)		1.2	0.29	1.6	0.39
Site relocation costs net of tax credit of £1.0m (2023 – £0.1m credit)	9	2.5	0.60	–	–
US class action lawsuit net of tax credit of £0.3m (2023 – £nil)	9	0.8	0.20	–	–
Net restructuring costs net of tax of £nil (2023 – £1.5m credit)	9	–	–	4.1	0.99
Corporate undertakings net of tax charge of £0.3m (2023 – £1.9m credit)		(0.7)	(0.17)	5.7	1.38
Adjusted earnings after tax		29.7	7.17	42.5	10.28
Earnings per share
– basic			6.25p		7.52p
– diluted			6.12p		7.32p
– adjusted			7.17p		10.28p
– adjusted and diluted			7.01p		10.00p

The denominators used for all basic, diluted and adjusted earnings per share are as detailed in the table above.

The presentation of adjusted earnings per share, derived in accordance with the table above, has been included to identify the performance of the

Group prior to the impact of amortisation of intangible assets from acquisitions, site relocation costs, US class action lawsuit, net restructuring costs

and costs associated with corporate undertakings. The Board has a policy, which was clarified in 2023, to separately disclose items it considers are

outside the normal course of management oversight and control on a day-to-day basis and are not reflective of in-year trading performance. Indicative

criteria such as period to which the item relates and external driven factors that are outside of the control of the Group in combination with the

magnitude and consistency of application are also considered. See Note 9 for further details.

13. Goodwill

	Year ended	Year ended
	2024	2023
	£m	£m
Cost
At 1 January	353.0	360.4
Exchange differences	2.5	(7.4)
At 31 December	355.5	353.0
Accumulated impairment losses
At 1 January	159.7	160.7
Exchange differences	0.4	(1.0)
At 31 December	160.1	159.7
Carrying amount at 31 December	195.4	193.3

In 2024, goodwill has increased by £2.1m due to net foreign exchange difference (2023 – £6.4m decrease).

Goodwill is allocated to the group of CGUs (CGU groups) namely Aerospace and Flexonics, reflecting the lowest level at which management exercises

oversight and monitors the Group’s performance. Central assets are allocated between the CGU groups on the basis of the percentage share of

trading assets. The table below highlights the carrying amount of goodwill allocated to these CGU groups, all of which are considered significant in

comparison with the total carrying amount of goodwill.

	Year ended	Year ended
	2024	2023
	£m	£m
Aerospace	140.6	139.0
Flexonics	54.8	54.3
Total	195.4	193.3

12. Earnings per share continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 139

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REPORT GOVERNANCE

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STATEMENTS

ADDITIONAL

INFORMATION

The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. The timing of the annual

assessment at 30 September 2024 coincided with the Board’s review of the most recent financial strategy. Management applied the value in use

methodology to assess impairment. The key assumptions on which the value in use calculations were based relate to business performance over the

next five years, long-term growth rates beyond 2029 and the discount rates applied. The discount rates were pre-tax measures based on the rate of

10-year government bonds issued in the relevant market and in the same currency as the cash flows, adjusted for a risk premium to reflect both the

increased risk of investing in equities generally and the systematic risk of the CGU group. The key estimates were the level of revenue and operating

margins anticipated and the proportion of operating profit converted into cash flow in each year, long-term growth rates and discount rates applied.

The forecast compound annual growth rate in revenue from 2024 to 2029 was 8% (2023 – 2023 to 2028 was 8%), reflecting expected increases in

aircraft production as communicated by our customers and secured new programmes in Flexonics.

Forecasts used in the cash flow were based on the most recent financial strategy, as approved by Management for the next five years to 2029.

These estimates up to 2029, where appropriate, take account of the current economic environment as set out in the Strategic Report on pages 1 to 69.

Cash flows after 2029 have been extrapolated based on estimated long-term growth rates into perpetuity, which has been determined by the lower

of the long-term market growth rates and the historical forecast compound annual growth in revenue to 2029. For Aerospace, the long-term market

growth rate is 4.2% per annum (2023 – 3.8%), which does not exceed the long-term average growth rate forecast for the aerospace market as

included in market outlooks from Boeing and Airbus. For Flexonics, the long-term market growth rate is 1.6% per annum (2023 – 1.6%), which is

based on the world long-term forecast GDP growth for advanced economies.

The pre-tax discount rates applied to discount the pre-tax cash flows for Aerospace and Flexonics are 10.4% and 10.8% respectively (2023 – 11.6%

and 12.3%); these discount rates include CGU group specific risk adjustments which are the measurements used by Management in assessing

investment appraisals specific to each CGU group.

Sensitivities reflecting reasonable possible changes have also been considered for each CGU group in relation to the value in use calculations.

Each assumption was sensitised in isolation: Revenue was reduced by 10 percentage points in the terminal value, operating margins were reduced by

1 percentage point in the terminal value, the proportion of operating profit converted into cash flow was reduced by 5 percentage points in the terminal

value, the long-term growth rate assumption was reduced by 1 percentage point and the discount rate was increased by 1 percentage point. This did

not result in the carrying amount of the CGU groups exceeding their recoverable amount.

Further to the 30 September 2024 annual impairment test, the Board considered whether there were any triggering events as at the 31 December 2024

reporting date. Despite the near-term temporary headwinds announced in October 2024, the Board concluded that these events did not trigger an

impairment assessment as at 31 December 2024 given the long-term growth prospects which underpin the recoverable amount of each CGU group.

14. Other intangible assets

					Computer
					software
			Intangible assets from acquisitions		and others	Total
	Qualified	Customer	Fully
	parts list	relationships	amortised	Total
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	2024	2024	2024	2024	2024	2024
	£m	£m	£m	£m	£m	£m
Cost
At 1 January	22.8	6.2	122.4	151.4	26.4	177.8
Additions	–	–	–	–	1.7	1.7
Disposals	–	–	–	–	(0.2)	(0.2)
Reclassification	–	–	–	–	–	–
Exchange differences	0.4	0.1	–	0.5	0.3	0.8
At 31 December	23.2	6.3	122.4	151.9	28.2	180.1
Amortisation
At 1 January	1.4	0.4	122.4	124.2	20.5	144.7
Charge for the year	1.2	0.4	–	1.6	1.7	3.3
Disposals	–	–	–	–	(0.2)	(0.2)
Reclassification	–	–	–	–	–	–
Exchange differences	0.1	–	–	0.1	0.1	0.2
At 31 December	2.7	0.8	122.4	125.9	22.1	148.0
Carrying amount at 31 December	20.5	5.5	–	26.0	6.1	32.1

Intangible assets from acquisitions are being amortised over the following periods; qualified parts 18 years and 1 month, customer relationships

16 years and 1 month and order backlogs 1 year and 1 month.

13. Goodwill continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024140

FINANCIAL

STATEMENTS

						Computer
						software
			Intangible assets from acquisitions		Total	and others	Total
	Qualified	Customer	Order	Fully
	parts list	relationships	backlog	amortised
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	2023	2023	2023	2023	2023	2023	2023
	£m	£m	£m	£m	£m	£m	£m
Cost
At 1 January	24.0	6.5	0.5	126.3	157.3	25.3	182.6
Additions	–	–	–	–	–	2.2	2.2
Disposals	–	–	–	–	–	(0.1)	(0.1)
Reclassification	–	–	(0.5)	0.5	–	–	–
Exchange differences	(1.2)	(0.3)	–	(4.4)	(5.9)	(1.0)	(6.9)
At 31 December	22.8	6.2	–	122.4	151.4	26.4	177.8
Amortisation
At 1 January	0.2	–	–	126.3	126.5	19.9	146.4
Charge for the year	1.3	0.4	0.5	–	2.2	1.5	3.7
Disposals	–	–	–	–	–	(0.1)	(0.1)
Reclassification	–	–	(0.5)	0.5	–	–	–
Exchange differences	(0.1)	–	–	(4.4)	(4.5)	(0.8)	(5.3)
At 31 December	1.4	0.4	–	122.4	124.2	20.5	144.7
Carrying amount at 31 December	21.4	5.8	–	–	27.2	5.9	33.1

Intangible assets from acquisitions are being amortised over following periods; qualified parts 18 years and 1 month, customer relationships 16 years

and 1 month and order backlogs 1 year and 1 month.

14. Other intangible assets continued

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 141

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REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

15. Investment in joint venture

The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China, which was

set up in 2012. Senior Flexonics Technologies (Wuhan) Limited is a precision manufacturer of automotive components.

The results of the joint venture are accounted for using equity accounting.

The Group’s investment of £3.3m represents the Group’s share of the joint venture’s net assets as at 31 December 2024 (2023 – £5.1m).

The movement of £1.8m in the Group’s investment during the year comprises of £1.3m Group’s Share of profit more than offset by £3.0m

dividend received and £0.1m exchange difference.

The following amounts represent the aggregate amounts relating to the revenue and expenses and assets and liabilities of Senior Flexonics

Technologies (Wuhan) Limited for the years ended 31 December 2024 and December 2023.

	2024	2023
	£m	£m
Revenue	10.9	10.1
Expenses	(8.3)	(8.0)
Profit	2.6	2.1
Total assets	9.3	13.1
Total liabilities	(2.6)	(2.6)
Net assets	6.7	10.5
Group’s share of profit	1.3	1.0
Group’s share of net assets	3.3	5.1

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024142

FINANCIAL

STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

16. Property, plant and equipment

		Leasehold		Right-of-	Right-of-			Leasehold		Right-of-	Right-of-
	Freehold	building	Plant	use	use		Freehold	building	Plant	use	use
	land and	improve-	and	Land and	Plant and		land and	improve-	and	Land and	Plant and
	buildings	ments	equipment	Buildings	equipment	Total	buildings	ments	equipment	Buildings	equipment	Total
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	2024	2024	2024	2024	2024	2024	2023	2023	2023	2023	2023	2023
	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m	£m
Cost or valuation
At 1 January	110.7	8.2	563.9	98.3	8.7	789.8	113.0	8.3	570.2	99.1	9.3	799.9
Additions	1.4	1.1	39.0	1.6	2.1	45.2	2.0	0.4	31.3	–	1.9	35.6
Lease
modifications	–	–	–	9.2	–	9.2	–	–	–	5.6	0.4	6.0
Exchange
differences	(0.1)	0.1	4.6	1.8	–	6.4	(4.5)	(0.3)	(25.9)	(5.2)	(0.3)	(36.2)
Disposals	(0.1)	–	(9.2)	–	(0.4)	(9.7)	–	(0.2)	(8.4)	(1.3)	(2.6)	(12.5)
Reclassification	(0.3)	0.3	–	0.9	(0.9)	–	0.2	–	(1.1)	0.1	–	(0.8)
Restructuring
disposal	–	–	–	–	–	–	–	–	(2.2)	–	–	(2.2)
At 31 December	111.6	9.7	598.3	111.8	9.5	840.9	110.7	8.2	563.9	98.3	8.7	789.8
Accumulated
depreciation
and impairment
At 1 January	41.4	5.3	415.8	39.3	3.3	505.1	40.6	5.4	409.1	32.9	4.7	492.7
Charge for the year	1.9	0.4	34.0	9.2	1.8	47.3	2.4	0.3	34.8	9.0	1.5	48.0
Lease
modifications	–	–	–	0.1	–	0.1	–	–	–	–	–	–
Exchange
differences	(0.1)	0.1	3.4	0.6	–	4.0	(1.7)	(0.2)	(18.6)	(1.6)	(0.1)	(22.2)
Eliminated on disposals	(0.1)	–	(9.1)	–	(0.4)	(9.6)	–	(0.2)	(7.9)	(1.3)	(2.6)	(12.0)
Reclassification	–	–	–	0.5	(0.5)	–	0.1	–	(0.6)	0.3	(0.2)	(0.4)
Impairment/
restructuring
disposal	–	–	–	1.9	–	1.9	–	–	(1.0)	–	–	(1.0)
At 31 December	43.1	5.8	444.1	51.6	4.2	548.8	41.4	5.3	415.8	39.3	3.3	505.1
Carrying amount
at 31 December	68.5	3.9	154.2	60.2	5.3	292.1	69.3	2.9	14 8.1	59.0	5.4	284.7

In 2024, £1.9m right-of-use assets were impaired (2023 – £1.2m property, plant and equipment; see note 9). The recoverable amount of the assets

was determined based on value-in-use for assets with confirmed orders, or fair value less costs to sell, where assets are to be disposed.

At 31 December 2024, the Group had entered into contractual commitments for the acquisition of property, plant and equipment amounting to £6.5m

(2023 – £4.0m).

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ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

17. Inventories

	Year ended	Year ended
	2024	2023
	£m	£m
Raw materials	98.4	86.5
Work-in-progress	97.1	84.6
Finished goods	40.5	36.4
Total	236.0	207.5

Inventory write-downs recognised as an expense in 2024 were £3.3m (2023 – £8.9m after £2.0m charges relating to restructuring, see Note 9).

18. Trade and other receivables

Trade and other receivables at 31 December comprise the following:

	Year ended	Year ended
	2024	2023
	£m	£m
Non-current assets
Foreign exchange contracts	0.2	0.6
Other receivables	0.2	0.2
	0.4	0.8
Current assets
Trade receivables	119.2	124.9
Value added tax	4.0	3.4
Foreign exchange contracts	1.0	2.0
Prepayments	13.0	11.2
Other receivables	–	0.2
	137.2	141.7
Total trade and other receivables	137.6	142.5

Credit risk

The Group’s principal financial assets are bank balances and cash and trade receivables. The credit risk on liquid funds and derivative financial

instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies.

The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the Consolidated Balance Sheet are net of loss

allowances. There are no other credit or impairment losses for other classes of financial assets.

Further disclosures on credit risk are included in Note 20.

The average credit period taken on sales of goods is 56 days (2023 – 58 days). An allowance has been made for estimated irrecoverable amounts from

the sale of goods of £3.5m (2023 – £2.3m). In determining the recoverability of trade receivables, the Group considers any change in the credit quality

of the trade receivable from the date credit was initially granted up to the reporting date. At 31 December 2024, the carrying amount of the receivable

from the Group’s most significant customer was £6.5m (2023 – £6.7m from the same customer). The Group has no other significant concentration of

credit risk, with exposure spread over a large number of counterparties and customers. Accordingly, the Directors believe that there is no further credit

provision risk in excess of the loss allowance.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024144

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STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

Expected credit loss

	Year ended	Year ended
	2024	2023
	£m	£m
Movements in loss allowance:
At 1 January	2.3	3.3
Provision for impairment	2.0	0.4
Amounts written off as uncollectible	(0.4)	(0.7)
Amounts recovered	(0.4)	(0.6)
Exchange differences	–	(0.1)
At 31 December	3.5	2.3
Ageing analysis of past due, net of loss allowance:
Up to 30 days past due	12.1	13.2
31 to 60 days past due	2.1	3.5
61 to 90 days past due	1.3	1.9
91 to 180 days past due	1.5	1.7
Total past due, net of loss allowance	17.0	20.3
Not past due	102.2	104.6
Total current trade receivables	119.2	124.9

There are no items past due in any other class of financial assets except for trade receivables.

The Directors consider that the carrying amount of trade and other receivables approximates their fair value. The maximum exposure to credit risk

at the reporting date is the fair value of each class of receivable above. The Group does not hold any collateral as security.

19. Bank overdrafts and loans

	Year ended	Year ended
	2024	2023
	£m	£m
Bank overdrafts	–	1.8
Bank loans	37.0	55.9
Other loans	161.9	121.9
	198.9	179.6
The borrowings are repayable as follows:
On demand or within one year	75.0	1.8
In the second year	9.5	78.0
In the third to fifth years inclusive	74.5	99.8
After five years	39.9	–
	198.9	179.6
Less: amount due for settlement within 12 months (shown under current liabilities)	(75.0)	(1.8)
Amount due for settlement after 12 months	123.9	177.8

At 31 December 2024, bank loans of £37.9m are drawn and there are £0.9m of capitalised revolving credit facility transaction costs.

At 31 December 2023, bank loans of £57.0m were drawn and there were £1.1m of capitalised revolving credit facility transaction costs.

18. Trade and other receivables continued

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 145

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FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

Analysis of borrowings by currency

	Pound		US
	Sterling	Euros	Dollars	Others	Total
31 December 2024	£m	£m	£m	£m	£m
Bank loans	21.1	–	15.9	–	37.0
Other loans	27.0	23.1	111.8	–	161.9
	48.1	23.1	127.7	–	198.9

	Pound		US
	Sterling	Euros	Dollars	Others	Total
Sunday, 31 December 2023	£m	£m	£m	£m	£m
Bank overdrafts	–	0.8	–	1.0	1.8
Bank loans	15.9	–	40.0	–	55.9
Other loans	27.0	24.2	70.7	–	121.9
	42.9	25.0	110.7	1.0	179.6

The weighted average interest rates paid were as follows:

	Year ended	Year ended
	2024	2023
	%	%
Bank loans and overdrafts	6.81	6.42
Other loans	3.61	3.09

Bank loans and overdrafts of £37.9m (2023 – £58.8m) are arranged at floating rates, thus exposing the Group to cash flow interest rate risk. Other

borrowings are mainly arranged at fixed interest rates and expose the Group to fair value interest rate risk. No interest rate swaps were taken out in

2023 or 2024.

The Directors estimate the fair value of the Group’s borrowings to be as follows:

	Year ended	Year ended
	2024	2023
	£m	£m
Bank loans and overdrafts	37.0	57.7
Other loans	159.1	115.5
	19 6.1	173.2

The fair value of Other loans has been determined by applying a make-whole calculation using the prevailing treasury bill yields plus the applicable

credit spread for the Group (level 2 of the fair value hierarchy as defined in Note 20).

The other principal features of the Group’s borrowings are as follows:

Bank overdrafts are repayable on demand. The effective interest rates on bank overdrafts are determined based on SONIA, SOFR and appropriate

LIBOR rates plus applicable margins.

The Group’s main loans are unsecured guaranteed loan notes in the US private placement market and revolving credit facilities.

a) Loan notes of €28m, 2024 £23.1m (2023 – £24.3m) were taken out in January 2017, carry interest at the rate of 1.51% and mature on 1 February 2027.

b) Loan notes of $60m, 2024 £48.0m (2023 – £47.3m) were taken out in October 2015 and are due for repayment in October 2025. The loan notes

carry interest at the rate of 3.75% per annum.

c) Loan notes of £27m were drawn down in January 2018, carry interest at a rate of 2.35% and are due for repayment in January 2025.

d) Loan notes of $30m, 2024 £24.0m (2023 – £23.6m) were taken out in September 2018, carry interest at the rate of 4.18% and are due

for repayment in September 2028.

e) Loan notes of $50m, 2024 £40.0m (2023 – £nil) were taken out in February 2024, carry an interest rate of 6.26% and are due for repayment

in February 2030.

Transaction costs of £0.2m, directly attributable to the US Dollar notes (£0.2m), have been deducted from their carrying value.

New private placement notes of $40m (£32m) were issued in February 2025. The loan notes were also drawn down in February 2025,

carry an interest rate of 5.46% and are due for repayment in February 2029.

The Group also has two revolving credit facilities.

19. Bank overdrafts and loans continued

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FINANCIAL STATEMENTS CONTINUED

A committed multi-currency revolving credit facility in the UK of £115m (2023 – £115m) matures in November 2027. At 31 December 2024, £28.4m

was outstanding under the £115m facility, comprising $8.0m (£6.4m) and £22.0m. At 31 December 2023, £53.2m was outstanding under the £115m

facility, comprising $46.0m (£36.2m) and £17.0m.

A committed $50m (£40.0m) single bank loans and letter of credit facility matures in June 2026. There were $11.9m (£9.5m) loans with reference

to Term SOFR which are drawn under the facility on 31 December 2024 and $4.9m (£3.8m) loans drawn in 31 December 2023 and there were letters

of outstanding credit of $6.4m (£5.2m) (2023 – £2.2m).

As at 31 December 2024, the Group had available £111.9m (2023 – £95.1m) of undrawn committed borrowing facilities in respect of which all

conditions precedent had been met. The weighted average maturity of the Group’s committed facilities at 31 December is 2.5 years (2023 – 2.9 years).

The current weighted average maturity of the Group’s facilities, updated for the February 2025 loan notes of $40m, remains at 2.5 years.

20. Financial instruments

Capital risk management

The Group manages its capital structure to safeguard its ability to continue as a going concern whilst maximising the return to stakeholders through

the optimisation of the balance between debt and equity. In considering the appropriate level of net debt, the Group pays close attention to its level

as compared to the cash generation potential of the Group, measured by EBITDA (defined in the Notes to the Financial Headlines). The Group also

monitors capital on the basis of a gearing ratio. This ratio is calculated as net debt divided by total capital. Net debt is derived in Note 31c. Lease

liabilities are excluded from net debt in calculating the gearing ratio. Total capital is the equity shown in the Consolidated Balance Sheet.

The Group’s strategy in respect of gearing is to target a long-term gearing ratio within the range of 30% to 60%. The gearing ratio for the Group at the

end of 2024 was 33% (2023 – 29%).

All of the Group’s external borrowing facilities at 31 December 2024 have a requirement for the ratio of net debt to EBITDA to be less than 3.0x

(US Private Placements) or 3.5x (UK RCF and US RCF). IFRS 16 does not impact the Group’s lending covenants as these are currently based on frozen

GAAP, hence figures quoted below exclude the impact of IFRS 16 on net debt, interest and EBITDA. As required by the covenant definition, net debt

is restated using 12-month average exchange rates (consistent with EBITDA definition).

The Group has two covenants for committed borrowing facilities, which are tested at June and December: the Group’s net debt to EBITDA

(defined in the Notes to the Financial Headlines) must not exceed 3.0x and interest cover, the ratio of EBITDA to interest must be higher than 3.5x.

At 31 December 2024, the Group’s net debt to EBITDA was 1.8x (31 December 2023 – 1.6x) and interest cover was 7.0x (31 December 2023 – 12.6x),

both comfortably within the covenants limits.

Financial risk management

The Group’s activities expose it to a variety of financial risks including foreign exchange risk, interest rate risk, credit risk and liquidity risk. The Group’s

overall treasury risk management programme focuses on the unpredictability of financial markets, and seeks to minimise potential adverse effects on

the Group’s financial performance.

The Group uses derivative financial instruments to hedge certain risk exposures. The use of financial derivatives is governed by the Group’s policies

approved by the Board, which provide written principles on foreign exchange risk, interest rate risk, credit risk, the use of financial derivatives and

non-derivative financial instruments, and the investment of excess liquidity. Compliance with policies and exposure limits is reviewed by the Group’s

Treasury Committee on a regular basis. The Group does not enter into or trade financial instruments, including derivative financial instruments, for

speculative purposes.

Foreign exchange risk management

The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operations’ trading activities in foreign currencies.

Where commented on below, the sensitivity analysis of the Group’s exposure to foreign currency risk at the reporting date has been determined based

on the change taking place at the beginning of the financial year and left unchanged throughout the reporting period, with all other variables held

constant (such as interest rates). The sensitivity assumptions are based on analysis reviewed by the Group’s Treasury Committee.

Translation risk

The Group derived 83% of its revenue from businesses outside the United Kingdom, with 58% relating to operations in North America. Fluctuations

in the value of the US Dollar and other currencies in relation to Pound Sterling have had, and may continue to have, a significant impact on the results

of the Group’s operations when reported in Pound Sterling. The Group decided not to hedge this translation risk. In addition, the majority of assets

are denominated in foreign currency, particularly in US Dollars. In order to provide a hedge against volatility in the value of these assets compared

to the Group’s loss/earnings, and hence provide a natural hedge against the Group’s principal lending covenant (the ratio of net debt to EBITDA),

the Group aims to borrow in foreign currencies in similar proportions to its generation of foreign currency EBITDA, where practical and economic.

A 10% appreciation (or depreciation) of all other currencies against the Pound Sterling would have increased (or decreased) 2024 Group adjusted

operating profit by £5.3m (£2.7m of which would have been due to the US Dollar movement) and would have increased (or decreased) equity by

£34.7m (£22.4m of which would have been due to the US Dollar movement).

19. Bank overdrafts and loans continued

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ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

Transaction risk

The Group has a number of transaction-related foreign currency exposures, particularly between the US Dollar and the Pound Sterling, Thai Baht and

Malaysian Ringgit. The Group seeks to hedge between 0% to 100% of transaction-related exposures mainly on a rolling 15 to 18-month forward basis,

but in some cases for periods of up to 60 months and applies hedge accounting where the forwards can be designated in a qualifying cash flow hedge

relationship. Based on the net of the annual sales and purchase-related exposures, all transaction-related foreign currency exposures to Group profit

after hedging in existence at 31 December 2024 are immaterial. The impact on equity is determined by the unrecognised portion of open forward

contracts at the year-end. A 10% appreciation (or depreciation) of the US Dollar against the Pound Sterling, Thai Baht and the Malaysian Ringgit would

have decreased (or increased) equity by £4.5m, £1.6m and £0.5m, respectively.

Interest rate risk management

The Group has a policy of maintaining approximately 60% of its borrowing costs at fixed interest rates. The Group generally borrows long-term in fixed

rates but at times may borrow at floating rates and swap into fixed depending on credit market conditions. Occasionally a portion of fixed debt interest

is swapped into floating rates. The combination of maintaining an acceptable balance of fixed and floating rate debt, and the Group’s policy of

borrowing in foreign currency in proportion to its generation of foreign currency earnings, provides an effective hedge against the impact of interest

rate and foreign currency volatility on total interest costs. As at year-end 2024, the percentage of debt at fixed interest was 81% (2023 – 68%),

excluding IFRS 16 lease liabilities from debt.

The following sensitivity analysis of the Group’s exposure to interest rate risk in 2024 has been retrospectively determined based on the exposure

to applicable interest rates on financial assets and liabilities held throughout the financial year, with all other variables held constant (such as foreign

exchange rates). The sensitivity assumptions are based on analysis reviewed by the Group’s Treasury Committee. If variable interest rates had been

0.5% lower (or higher), the Group’s profit before tax would have increased (or decreased) by £0.4m. Any fixed interest debt is held to maturity and not

fair value adjusted through the Consolidated Income Statement. An increase (or decrease) of 0.5% in the market interest rate for the fixed rate debt

held up to maturity would have decreased (or increased) the fair value of the Group’s borrowings by £1.6m. The Group’s sensitivity to interest rates

has remained broadly consistent with prior period due to the high proportion of fixed debt.

Credit risk management

The Group’s credit risk is primarily attributable to its trade receivables. The credit quality of customers is assessed taking into account their financial

position, past experience and other factors. Further details on determining the recoverability of trade receivables is provided in Note 18. The Group is

guarantor under one lease of a current subsidiary entity in the UK. Credit risk on liquid funds and derivative financial instruments is limited because the

counterparties are financial institutions with high credit ratings assigned by international credit rating agencies. The carrying amount of financial assets

recorded in the Financial Statements, which is net of impairment losses, represents the Group’s maximum exposure to credit risk.

The Group participates in some non-recourse reverse factoring schemes which are arranged by customers. These are a form of non-recourse factoring

that are common practice within the aerospace sector and with large customers in the Flexonics Division. In a reverse factoring scheme, a financial

counterparty commits to pay supplier invoices ahead of due date in exchange for a discount interest charge. It is a funding solution initiated by the

customer to provide the supplier with an alternative financing arrangement. The Group participates in reverse factoring schemes as a way of reducing

credit risk. The trade receivables reverse factored at 31 December 2024 were £29.1m (2023 – £29.1m). The net impact of reverse factoring on 2024

was a cash inflow in working capital of £nil (2023 – £5.5m inflow) and the discount interest presented within other finance costs is a charge of £0.9m

in 2024 (2023 – £0.8m).

Liquidity risk management

Liquidity risk reflects the risk that the Group will have insufficient resources to meet its financial liabilities as they fall due. The Group manages liquidity

risk by maintaining adequate reserves, banking facilities and revolving credit facilities, by continuously monitoring forecast and actual cash flows and

matching the maturity profiles of financial assets and liabilities. Cash flow forecasts are produced monthly, together with appropriate capacity planning

and scenario analysis, to ensure that bank covenant and liquidity targets will be met. The Directors also regularly assess the balance of capital and debt

funding of the Group, as part of a process to satisfy the Group’s long-term strategic funding requirements.

As noted in the Financial Review on pages 64 to 67, the Group is currently in a well-funded position, with significant headroom under its committed

borrowing facilities. It is considered unlikely that the Group will face any significant funding issues in the foreseeable future.

20. Financial instruments continued

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FINANCIAL STATEMENTS CONTINUED

Categories of financial instruments

	Year ended	Year ended
	2024	2023
	£m	£m
Carrying value of financial assets:
Cash and cash equivalents	45.5	47.6
Trade receivables	119.2	124.9
Other receivables	0.2	0.4
Financial assets at amortised cost	164.9	172.9
Foreign exchange contracts – cash flow hedges	1.1	2.5
Foreign exchange contracts – held for trading	0.1	0.1
Total financial assets	16 6.1	175.5
Carrying value of financial liabilities:
Bank overdrafts and loans	198.9	179.6
Lease liabilities	76.2	71.8
Trade payables	107.4	102.1
Other payables	65.8	67.8
Financial liabilities at amortised cost	448.3	421.3
Contingent consideration – fair value through profit or loss	16.5	29.0
Foreign exchange contracts – cash flow hedges	5.7	4.1
Foreign exchange contracts – held for trading	0.1	0.1
Total financial liabilities	470.6	454.5
Undiscounted contractual maturity of financial liabilities at amortised cost:
Amounts payable:
On demand or within one year	270.0	191.8
In the second to fifth years inclusive	141.2	234.5
After five years	90.2	46.7
	501.4	473.0
Less: future finance charges	(53.1)	(51.7)
Financial liabilities at amortised cost	448.3	421.3

The contingent consideration which is potentially payable in less than 5 years has a gross value at 31 December 2024 of $21.6m (£17.3m) and a

discounted value of $20.6m (£16.5m). At 31 December 2023, the gross value was $40m (£31.5m) and a discounted value was $36.9m (£29.0m).

The carrying amount is a reasonable approximation of fair value for the financial assets and liabilities, excluding leases, noted above except for bank

overdrafts and loans, disclosure of which are included within Note 19.

An ageing analysis of trade receivables is disclosed within Note 18.

20. Financial instruments continued

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INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

20. Financial instruments continued

Forward foreign exchange contracts

The Group enters into forward foreign exchange contracts to hedge the exchange risk arising on the operation’s trading activities in foreign currencies

in accordance with the Group’s accounting policy as set out in Note 2. At 31 December 2024, total notional amounts and fair values of outstanding

forward foreign exchange contracts that the Group have committed are given below:

	Year ended	Year ended
	2024	2023
	£m	£m
Notional amounts:
Foreign exchange contracts – cash flow hedges	157.1	157.2
Foreign exchange contracts – held for trading	8.0	7.0
Total	165.1	164.2
Less: amounts maturing within 12 months	(115.5)	(111.4)
Amounts maturing after 12 months	49.6	52.8
Contractual maturity:
Cash flow hedges balances due within one year:
Outflow	(108.8)	(105.6)
Inflow	106.3	105.8
Cash flow hedges balances due between one and two years:
Outflow	(21.8)	(23.8)
Inflow	20.5	23.0
Cash flow hedges balances due between two and five years:
Outflow	(29.7)	(30.9)
Inflow	29.3	30.0
Held for trading balances due within one year:
Outflow	(8.0)	(6.9)
Inflow	8.0	6.9
Fair values:
Foreign exchange contracts – cash flow hedges	(4.6)	(1.6)
Foreign exchange contracts – held for trading	–	–
Total liability	(4.6)	(1.6)

These fair values are based on market values of equivalent instruments at the Balance Sheet date, comprising £1.2m (2023 – £2.6m) assets included

in trade and other receivables and £5.8m (2023 – £4.2m) liabilities included in trade and other payables. The fair value of currency derivatives that are

designated and effective as cash flow hedges amounting to £4.2m loss (2023 – £1.3m loss) has been deferred in equity.

Fair values

The following table presents an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels

1–3 based on the degree to which the fair value is observable:

Level 1 those fair values derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 those fair values derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either

directly (i.e. as prices) or indirectly (i.e. derived from prices); and

Level 3 those fair values derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

There has not been any transfer of assets or liabilities between levels. There are no non-recurring fair value measurements. Level 2 fair values are

derived from future cash flows, of open forward contracts at 31 December, translated by the difference between contractual rates and observable

forward exchange rates.

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FINANCIAL STATEMENTS CONTINUED

20. Financial instruments continued

	Level 1	Level 2	Level 3	Total
31 December 2024	£m	£m	£m	£m
Assets
Foreign exchange contracts – cash flow hedges	–	1.1	–	1.1
Foreign exchange contracts – held for trading	–	0.1	–	0.1
Total assets	–	1.2	–	1.2
Liabilities
Contingent consideration – fair value through profit or loss	–	–	16.5	16.5
Foreign exchange contracts – cash flow hedges	–	5.7	–	5.7
Foreign exchange contracts – held for trading	–	0.1	–	0.1
Total liabilities	–	5.8	16.5	22.3

	Level 1	Level 2	Level 3	Total
31 December 2023	£m	£m	£m	£m
Assets
Foreign exchange contracts – cash flow hedges	–	2.5	–	2.5
Foreign exchange contracts – held for trading	–	0.1	–	0.1
Total assets	–	2.6	–	2.6
Liabilities
Contingent consideration – fair value through profit or loss	–	–	29.0	29.0
Foreign exchange contracts – cash flow hedges	–	4.1	–	4.1
Foreign exchange contracts – held for trading	–	0.1	–	0.1
Total liabilities	–	4.2	29.0	33.2

An amount of £0.1m loss (2023 – £0.7m gain) has been transferred to the Consolidated Income Statement, and is included within operating profit.

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. The Group enters into hedge relationships where the critical

terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed.

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 assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument

exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of the above foreign exchange

contracts this may arise if the timing of the transaction changes from what was originally estimated.

The hedged forecast transactions denominated in foreign currency are expected to occur at various dates during the next 60 months. Amounts

deferred in equity are recognised in the Consolidated Income Statement in the same period in which the hedged items affect profit or loss,

which is generally within 12 months from the Balance Sheet date.

In 2023 and 2024, some cash flow hedging relationships were discontinued because forecast foreign currency transactions were no longer highly

probable and no longer expected to occur. Previously accumulated gains or losses on the forward contracts were immediately reclassified to the

income statement. These forward contracts, and the forward contracts entered to unwind the position, that remained at 31 December 2023

and 31 December 2024 were presented in the Balance Sheet as held for trading assets.

The fair value of contingent consideration is based on the expected present value technique, using risk-adjusted discount rate to discount probability

weighted cashflows.

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ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

21. Tax balance sheet

Current tax

The current tax receivable of £2.8m (2023 – £2.3m) includes excess tax paid to tax authorities that is expected to be recovered within 12 months by

way of offset against future tax liabilities or refund.

The majority of the Group’s taxable profits arise in countries, including the US, where the estimated tax liabilities are paid in on-account instalments

during the year to which they relate and are largely paid at the Balance Sheet date. The current tax liability of £8.0m (2023 – £10.0m) includes £1.9m

(2023 – £2.3m) tax due on profits of the current and prior years as well as £6.1m (2023 – £7.7m) provisions for tax uncertainties that represent amounts

expected to be paid but by their nature, there is uncertainty over timing and eventual settlement.

The Group recognises provisions for tax items which are considered to have a range of possible tax outcomes and separately accounts for interest that

may be due thereon. These uncertainties exist due to a number of factors including differing interpretations of local tax laws and the determination of

appropriate arm’s length pricing in accordance with OECD transfer pricing principles on internal transactions and financing arrangements. In calculating

the carrying amount of provisions, Management estimates the tax which could become payable as a result of differing interpretations and decisions by

tax authorities in respect of transactions and events whose treatment for tax purposes is uncertain. In accordance with IFRIC 23, individual provisions

are established based on an assessment of whether it is the most likely individual outcome, or the expected outcome on a probability basis that is

likely to best reflect the resolution of the uncertainty. The range of reasonably possible outcomes considered by the Board is not expected to increase

the provision by a material amount.

Deferred tax liabilities and assets

The following are the deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period:

	Accelerated	Unrealised	Goodwill and				Other
	tax	FX	intangible	Retirement	R&D	Tax	temporary
	depreciation	gains	amortisation	benefits	tax credits	losses	differences	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January 2023	(17.5)	1.1	(7.7)	(10.2)	2.7	4.2	33.6	6.2
(Charge)/credit to Consolidated
Income Statement	(2.3)	0.1	(0.7)	(0.4)	(1.9)	(0.7)	13.6	7.7
(Charge)/credit to other comprehensive income	–	(0.9)	–	0.6	–	–	–	(0.3)
Credit direct to equity	–	–	–	–	–	–	0.9	0.9
Exchange differences	1.1	–	0.4	(0.1)	–	(0.1)	(2.1)	(0.8)
At 1 January 2024	(18.7)	0.3	(8.0)	(10.1)	0.8	3.4	46.0	13.7
Reclassification	–	–	–	–	10.0	–	(10.0)	–
(Charge)/credit to Consolidated
Income Statement	(0.8)	(0.5)	(0.7)	(0.8)	5.7	0.7	0.3	3.9
Credit to other comprehensive income	–	0.8	–	1.1	–	–	–	1.9
Charge direct to equity	–	–	–	–	–	–	(0.8)	(0.8)
Exchange differences	(0.3)	0.1	(0.1)	0.1	0.2	–	0.6	0.6
Asset/(liability)
at 31 December 2024	(19.8)	0.7	(8.8)	(9.7)	16.7	4.1	36.1	19.3

Other temporary differences include assets in the US of £15.1m (2023 – £17.3m) in respect of inventory provisions, accruals and other expenses

where tax relief is only available when items are realised or paid as well other timing differences for interest costs of £10.0m (2023 – £4.9m). Also

included are assets held in respect of IFRS 16 of £2.8m (2023 – £1.9m) and share-based compensation £2.7m (2023 – £3.7m). During the year, R&D

timing differences of £10.0m, expected to become tax deductible in future periods, have been reclassified as part of the total deferred tax asset in

respect of R&D expenditure.

The deferred tax liability in respect of retirement benefits relates primarily to the Senior plc UK defined benefit pension plan £10.9m (2023 – £12.0m),

net of deferred tax assets on other schemes.

Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances, after offset:

	Year ended	Year ended
	2024	2023
	£m	£m
Deferred tax assets	27.5	20.7
Deferred tax liabilities	(8.2)	(7.0)
	19.3	13.7

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FINANCIAL STATEMENTS CONTINUED

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available, including those arising from the reversal

of other taxable temporary differences, against which the assets can be utilised.

At the Balance Sheet date the Group has recognised deferred tax assets in respect of losses of £4.4m (2023 – £3.4m), including £0.4m (2023 –

£1.6m) recognised against deferred tax liabilities and £4.0m (2023 – £1.8m) recognised based on anticipated profits in the Group’s five year forecast

to 2029 as approved by the Board.

Due to uncertainty as to the availability of future profits against which tax losses may be utilised, £11.7m (2023 – £23.1m) of losses have not been

recognised at the Balance Sheet date, following the recognition of £8.9m of losses in the year. Included in unrecognised tax losses are losses of

£11.4m (2023 – £13.2m) that will expire over a period of one to nine years. Other losses may be carried forward indefinitely.

At the Balance Sheet date, a deferred tax liability of £0.4m (2023 – £0.3m) has been recognised in respect of the aggregate amount of temporary

differences associated with undistributed earnings of subsidiaries expected to reverse in the foreseeable future. No temporary difference has been

recognised in respect of £30.7m (2023 – £28.0m) of undistributed earnings, which may be subject to a withholding tax, as the Group is in a position

to control the timing of the reversal of the temporary differences and it is not probable that such differences will reverse in the foreseeable future.

The Group has determined that the global minimum Top up Tax, which it is required to pay under Pillar II legislation, is an income tax in the scope of

IAS 12. The Group has applied a temporary mandatory relief from deferred tax accounting for the impacts of the Top up Tax and accounts for it as a

current tax when it is incurred.

At the Balance Sheet date, the Group had £5.0m (2023 – £5.0m) of surplus Advanced Corporation Tax (‘ACT’), previously written off, for which no

deferred tax asset has been recognised as it is unlikely to be recovered in the foreseeable future due to the UK earnings profile. The Group also has

£18.0m (2023 – £18.0m) of unused capital losses.

22. Lease liabilities

When measuring lease liabilities, the Group discounts lease payments using incremental borrowing rates, determined on a lease portfolio basis.

	Year ended	Year ended
	2024	2023
Undiscounted contractual maturity of lease liabilities:	£m	£m
Amounts payable:
On demand or within one year	14.2	12.7
In the second to fifth years inclusive	39.8	37.7
After five years	49.0	46.7
	103.0	97.1
Less: future finance charges	(26.8)	(25.3)
Lease liabilities	76.2	71.8

	Year ended	Year ended
	2024	2023
Amounts recognised in the Consolidated Income Statement:	£m	£m
Interest on lease liabilities	3.4	2.9
Expenses relating to short-term leases	–	0.1
	3.4	3.0

There was no income from sub-leasing right-of-use assets (2023 – £nil). If all lease extension options were fully applied, lease liabilities would increase

by £4.3m at 31 December 2024.

	Year ended	Year ended
	2024	2023
Amounts recognised in the Consolidated Cash Flow Statement	£m	£m
Cash outflow for leases	13.4	13.1

21. Tax balance sheet continued

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23. Trade and other payables

Trade and other payables at 31 December comprise the following:

	Year ended	Year ended
	2024	2023
	£m	£m
Current liabilities
Trade payables	107.4	102.1
Social security and PAYE	4.8	5.2
Value added tax	2.3	1.3
Foreign exchange contracts	3.7	2.1
Accrued expenses	78.7	77.7
Total trade and other payables	196.9	188.4

Foreign exchange contracts of £2.1m (2023 – £2.1m), advance payments of £4.4m (2023 – £4.9m) and other long-term liabilities of £2.0m

(2023 – £2.9m) are included in Others, under Non-current liabilities on the Consolidated Balance Sheet.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

The average credit period taken for trade purchases is 61 days (2023 – 58 days).

24. Provisions

			Legal claims
			and contractual
	Warranty	Restructuring	matters	Total
	£m	£m	£m	£m
At 1 January 2023	10.8	0.2	8.6	19.6
Additional provision in the year	4.4	2.4	4.4	11.2
Reclassification	4.8	–	(4.8)	–
Utilisation of provision	(1.3)	(2.1)	(0.1)	(3.5)
Release of unused amounts	(0.3)	–	(0.9)	(1.2)
Exchange differences	(0.5)	–	(0.1)	(0.6)
At 1 January 2024	17.9	0.5	7.1	25.5
Additional provision in the year	2.8	–	1.7	4.5
Utilisation of provision	(1.0)	(0.5)	(0.6)	(2.1)
Release of unused amounts	(0.6)	–	(1.5)	(2.1)
Exchange differences	0.1	–	–	0.1
At 31 December 2024	19.2	–	6.7	25.9
Included in current liabilities	4.8	–	6.5	11.3

Warranty

Provisions for warranty costs are based on an assessment of future claims with reference to past experience. Management exercises judgment

to determine the best estimate of the most likely outcome for each provision separately. £4.8m of costs are expected to settle within the next

12 months. The warranty costs include a provision of £11.8m (2023 – £11.0m) related to one specific disputed commercial matter. The range of

reasonably possible outcomes considered by the Board is £6m, which reflects a reasonably possible increase of £4m or decrease of £2m.

No further details on the matter are disclosed to avoid prejudicing the contractual position.

Legal claims and contractual matters

Provisions at 31 December 2024 comprise £6.7m (2023 – £7.1m) relating to contractual matters that have arisen in the ordinary course of business,

the settlement of which are subject to ongoing discussions. Management exercises judgment to determine the best estimate of the most likely

outcome, having considered each provision separately and the possible range of outcomes. Amounts are recorded for known issues based on past

experience of similar items and other known factors and circumstances. As with any judgment there is a high degree of inherent uncertainty,

particularly with legal proceedings and claims, and the actual amounts of the settlement could differ from the amount provided.

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25. Share capital and share premium

Share capital

At 31 December 2024, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m (2023 – 419.4

million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2024 and 2023. The Company has one class of ordinary

shares which carry no right to fixed income.

Share premium

At 31 December 2024, the Company has share premium of £14.8m (2023 – £14.8m). There was no movement during the year.

26. Equity reserve

	Year ended	Year ended
	2024	2023
	£m	£m
Balance at 1 January	7.9	6.4
Transfer to retained earnings reserve	(4.6)	(2.6)
Share-based payment charge	4.5	4.1
Balance at 31 December	7.8	7.9

The transfer to retained earnings reserve is in respect of equity-settled share-based payments that vested during the year.

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27. Hedging and translation reserves

	Hedging	Translation		Hedging	Translation
	reserve	reserve	Total	reserve	reserve	Total
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	2024	2024	2024	2023	2023	2023
	£m	£m	£m	£m	£m	£m
Balance at 1 January	(36.1)	73.4	37.3	(38.8)	90.3	51.5
Exchange differences on translation of overseas operations	–	4.0	4.0	–	(16.9)	(16.9)
Change in fair value of hedging derivatives	(2.9)	–	(2.9)	3.6	–	3.6
Tax on foreign exchange contracts – cash flow hedges	0.8	–	0.8	(0.9)	–	(0.9)
Balance at 31 December	(38.2)	77.4	39.2	(36.1)	73.4	37.3

Hedging reserve

At 31 December 2024, the hedging reserve comprises net investment hedging losses of £35.2m (2023 – £35.2m), foreign exchange contracts – cash

flow hedge losses of £4.2m (2023 – £1.3m) and related tax gains of £1.2m (2023 – £0.4m).

Movement in fair value of foreign exchange contracts – cash flow hedges:

	Derivatives at	Derivatives at		Derivatives at	Derivatives at
	fair value	fair value		fair value	fair value
	through	through		through	through
	Hedging	Income		Hedging	Income
	Reserve	Statement	Total	Reserve	Statement	Total
	Year ended	Year ended	Year ended	Year ended	Year ended	Year ended
	2024	2024	2024	2023	2023	2023
	£m	£m	£m	£m	£m	£m
Balance at 1 January	(1.3)	(0.3)	(1.6)	(4.9)	(1.0)	(5.9)
Fair value movement recognised in Hedging reserve	(2.8)	–	(2.8)	2.7	–	2.7
Fair value movement recognised in Income Statement	–	(0.2)	(0.2)	–	1.6	1.6
Fair value movement recognised in Hedging reserve
and Income Statement	(0.1)	0.1	–	0.9	(0.9)	–
Balance at 31 December	(4.2)	(0.4)	(4.6)	(1.3)	(0.3)	(1.6)

The Group uses foreign currency forward contracts to manage its foreign currency risk associated with its highly probable forecast transactions. These

contracts are designated as cash flow hedge relationships. To the extent these hedges are effective, the change in fair value of the hedging instrument

is recognised in the hedging reserve. The sum of the fair value of foreign exchange contracts deferred in the hedging reserve and recognised in the

Income Statement is presented as foreign exchange contracts – cash flow hedges. See Note 20 for further details.

Costs of hedging

The Group designates the forward component of foreign currency forward contracts as hedging instruments in cash flow hedge relationships.

28. Retained earnings

	Year ended	Year ended
	2024	2023
	£m	£m
Balance at 1 January	368.0	346.5
Dividends paid	(10.1)	(6.6)
Profit for the year	25.9	31.1
Pension actuarial loss	(4.8)	(2.6)
Transfer from equity reserve	4.6	2.6
Transfer from own share reserve	(7.2)	(4.5)
Tax on deductible temporary differences	0.3	1.5
Balance at 31 December	376.7	368.0

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29. Own shares

	Year ended	Year ended
	2024	2023
	£m	£m
Balance at 1 January	(12.8)	(11.7)
Transfer to retained earnings reserve	9.3	4.5
Purchase of new shares	(7.0)	(5.6)
Balance at 31 December	(10.5)	(12.8)

The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust to satisfy options

under the Group’s share option schemes (see Note 32).

At 31 December 2024, the number of own shares held by the Senior Plc Employee Benefit Trust is 6,018,162 (2023 – 6,758,973).

30. Acquisition and other corporate activities

Acquisition of Spencer Aerospace Manufacturing, LLC

On 25 November 2022, the Group acquired substantially all of the assets of Spencer Aerospace Manufacturing, LLC, a leading manufacturer of highly

engineered, high-pressure hydraulic fluid fittings for use in commercial and military aerospace applications, located in Valencia, California, USA.

At 31 December 2024, there is a maximum contingent consideration remaining of $26.6m (£21.2m) potentially payable, in milestone amounts,

dependent on the financial performance of Spencer Aerospace for the period from 1 January 2024 to 31 December 2026. The most likely range of this

remaining contingent element is estimated between $21.6m and $26.6m. The fair value of $20.6m (£16.5m), which includes discounting, has been

recognised at 31 December 2024. The fair value of contingent consideration assumes continuing to expand the relationship with Spencer’s established

customers and leveraging Senior’s strong relationships with OEMs, Tier 1 integrators and after market customers around the world to exploit

opportunities for Spencer Aerospace. In 2024, the fair value change relates to a release of £3.6m for the 2025 earnout target not expected to be

payable as a result of the impact of the well publicised 737 MAX subdued volumes, partly offset by £1.4m interest unwind (2023 – £2.9m interest

unwind). In 2023, $26.6m (£23.9m) deferred consideration net of working capital adjustment was paid.

In 2024, £0.8m costs (2023 – £1.5m) were incurred related to the acquisition.

The movement of deferred and contingent consideration payable and working capital receivable since acquisition date is shown below:

	Year ended	Year ended
	2024	2023
	£m	£m
Balance at 1 January	29.0	52.0
Cash paid net of working capital received/paid	(10.7)	(23.9)
Change in fair value on acquisition consideration	(2.2)	2.9
Effect of movements in exchange rates	0.4	(2.0)
Balance at 31 December	16.5	29.0
Amounts falling due within one year	13.0	10.5
Amounts falling due after one year	3.5	18.5
Contingent consideration at 31 December	16.5	29.0

Also in 2024, £0.4m costs associated with potential disposal and other corporate activities were incurred (2023 – £3.2m).

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31. Notes to the consolidated cash flow statement

A) Reconciliation of operating profit to net cash from operating activities

	Year ended	Year ended
	2024	2023
	£m	£m
Operating profit	40.3	37.9
Adjustments for:
Depreciation of property, plant and equipment	47.3	48.0
Amortisation of intangible assets	3.3	3.7
Profit on sale of fixed assets	–	(0.2)
Share-based payment charges	4.5	4.1
Pension contributions	(0.8)	(1.4)
Pension service and running costs	1.9	1.3
Corporate undertaking costs	(2.3)	(1.9)
Share of joint venture	(1.3)	(1.0)
Increase in inventories	(26.6)	(21.7)
Decrease/(increase) in receivables	4.0	(20.4)
Increase in payables and provisions	5.1	16.8
Restructuring impairment of property, plant and equipment and software	–	1.2
US pension settlement	–	(0.9)
US class action lawsuit	1.1	–
Site relocation costs	1.9	–
Working capital and provisions currency movements	(0.4)	(1.3)
Cash generated by operations	78.0	64.2
Income taxes paid	(7.4)	(5.6)
Interest paid	(21.2)	(17.2)
Net cash from operating activities	49.4	41.4

B) Free cash flow

Free cash flow, a non-statutory item, enhances the reporting of the cash-generating ability of the Group prior to corporate activity such as acquisitions,

restructuring, disposal activities, financing and transactions with shareholders. It is used as a performance measure by the Board and Executive

Committee and is derived as follows:

		Year ended	Year ended
		2024	2023
	Notes	£m	£m
Net cash from operating activities		49.4	41.4
Corporate undertaking costs	9	2.3	1.9
Net restructuring cash paid		0.5	2.1
Site relocation costs		1.6	0.1
US pension settlement cash paid		–	0.9
Interest received		6.6	4.3
Proceeds on disposal of property, plant and equipment		0.1	0.7
Purchases of property, plant and equipment		(41.5)	(33.7)
Purchase of intangible assets		(1.7)	(2.2)
Free cash flow		17.3	15.5

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C) Analysis of net debt

		At	Net			Other	At
		1 January	Cash	Non	Exchange	Lease	31 December
		2024	flow	Cash	movement	movements	2024
	Notes	£m	£m	£m	£m	£m	£m
Cash and bank balances		47.6	(1.4)	–	(0.7)	–	45.5
Overdrafts		(1.8)	1.8	–	–	–	–
Cash and cash equivalents		45.8	0.4	–	(0.7)	–	45.5
Debt due within one year		–	–	(75.0)	–	–	(75.0)
Debt due after one year		(177.8)	(20.2)	75.0	(0.9)		(123.9)
Lease liabilities (1)	22	(71.8)	10.0	–	(1.5)	(12.9)	(76.2)
Liabilities arising from financing activities		(249.6)	(10.2)	–	(2.4)	(12.9)	(275.1)
Total		(203.8)	(9.8)	–	(3.1)	(12.9)	(229.6)

(1) The change in lease liabilities in the year ended 31 December 2024 includes lease rental payments of £13.4m (£3.4m of these payments relates to lease interest), £1.5m exchange

movement and £12.9m other movements which are related to lease additions and modifications.

		At	Net			Other	At
		1 January	Cash	Non	Exchange	Lease	31 December
		2023	flow	Cash	movement	movements	2023
	Notes	£m	£m	£m	£m	£m	£m
Cash and bank balances		43.2	5.5	–	(1.1)	–	47.6
Overdrafts		(0.5)	(1.3)	–	–	–	(1.8)
Cash and cash equivalents		42.7	4.2	–	(1.1)	–	45.8
Debt due within one year		–	–	–	–	–	–
Debt due after one year		(143.2)	(39.9)		5.3	–	(177.8)
Lease liabilities (2)	22	(78.4)	10.2		4.3	(7.9)	(71.8)
Liabilities arising from financing activities		(221.6)	(29.7)	–	9.6	(7.9)	(249.6)
Total		(178.9)	(25.5)	–	8.5	(7.9)	(203.8)

(2) The change in lease liabilities in the year ended 31 December 2023 includes lease rental payments of £13.1m (£2.9m of these payments relates to lease interest), £4.3m exchange

movement and £7.9m other movements, which are related to lease additions and modifications.

	Year ended	Year ended
	2024	2023
	£m	£m
Cash and cash equivalents comprise:
Cash and bank balances	45.5	47.6
Overdrafts	–	(1.8)
Total	45.5	45.8

Cash and cash equivalents (which are presented as a single class of assets on the face of the Consolidated Balance Sheet) comprise cash at bank

and other short-term highly liquid investments with a maturity of three months or less. The Directors consider that the carrying amount of cash

and cash equivalents approximates to their fair value.

31. Notes to the consolidated cash flow statement continued

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31. Notes to the consolidated cash flow statement continued

D) Analysis of working capital and provisions

Working capital comprises the following:

	Year ended	Year ended
	2024	2023
	£m	£m
Inventories	236.0	207.5
Trade and other receivables	137.2	141.7
Trade and other payables	(196.9)	(188.4)
Working capital, including derivatives	176.3	160.8
Items excluded:
Foreign exchange contracts	2.7	0.1
Total	179.0	160.9

Working capital and provisions movement, net of restructuring items, a non-statutory cash flow item, is derived as follows:

	Year ended	Year ended
	2024	2023
	£m	£m
Increase in inventories	(26.6)	(21.7)
Decrease/(increase) in receivables	4.0	(20.4)
Increase in payables and provisions	5.1	16.8
Working capital and provisions movement, excluding currency effects	(17.5)	(25.3)
Items excluded:
Increase in restructuring related inventory impairment	–	(2.0)
Decrease/(increase) in net restructuring provision and other receivables	0.5	(0.3)
Total	(17.0)	(27.6)

32. Share-based payments

The Group recognised total expenses of £4.8m (2023 – £4.7m) related to share-based payments, of which £4.5m (2023 – £4.1m) related to equity-

settled share-based payments, and £0.3m (2023 – £0.6m) related to social security costs on share-based payments. As at 31 December 2024,

the Group had a liability of £0.9m (2023 – £1.1m) arising from share-based payments relating to social security costs.

A) 2014 Long-Term Incentive Plan

Equity-settled Long-Term Incentive Plans

On 29 April 2024, 4,138,155 shares were awarded under the 2014 Long-Term Incentive Plan. Awards made under this plan have a three-year vesting

period, and are subject to the following equally weighted performance conditions: adjusted earnings per share (EPS), total shareholder return (TSR),

and for awards granted from 2021, there is also a return on capital employed (ROCE) performance condition. The adjusted EPS and ROCE

performance conditions’ targets are expressed as absolute numbers for the final financial year of the three-year performance period. The threshold of

the TSR performance condition requires the Company’s TSR performance to fall within the top half of a comparator group at the end of the three-year

performance period. Vesting levels increase with higher performance. The awards are settled by delivering shares to the participants.

The estimated fair value for the awards granted in the year, excluding for the Executive Directors, with EPS and ROCE conditions is 164.40p, which is

the share price at the date of grant. The estimated fair value for the awards granted in the year, excluding for the Executive Directors, with TSR

conditions is 119.40p per share reflecting an adjustment of 33% to the fair value of the awards with EPS conditions due to the stringent TSR condition.

The respective fair values for awards made to the Executive Directors is 141.1p and 102.7p reflecting the two-year retention period.

These fair values were calculated by applying a binomial option pricing model. This model incorporates a technique called “bootstrapping”, which

models the impact of the TSR condition. The model inputs at the date of grant were the share price (164.40p for the main award), expected volatility

of 46% per annum, and the performance conditions as noted above. Expected volatility was determined by calculating the historical volatility of the

Group’s share price over the previous three years.

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32. Share-based payments continued

On 6 August 2024, 74,797 additional shares were awarded with three-year vesting period and subject to the same performance conditions mentioned

above. In addition, one off 50,000 shares were also awarded on 26 September 2024. This award, which will vest on or after 16 March 2026, is subject to

the performance conditions applied to the awards granted on 14 March 2023 to other executives under the Senior plc 2014 Long-Term Incentive Plan.

There were also 30,879 dividend equivalent shares awarded and exercised in 2024.

The following share awards were outstanding as at 31 December 2024 and 2023:

	Year ended	Year ended
	2024	2023
	Number of	Number of
	shares	shares
Outstanding at 1 January	13,137,108	11,038,212
Granted	4,293,831	5,159,842
Exercised	(2,569,383)	–
Forfeited	(1,522,688)	(3,060,946)
Outstanding at 31 December	13,338,868	13,137,108

B) Enhanced SMIS Deferred Share Award

On 15 March 2024, 936,736 shares were awarded under the Enhanced SMIS Deferred Share Award. Shares earned under this award have a

three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no performance criteria for this

award.

The awards are settled by delivering shares to the participants.

There were also 8,125 dividend equivalent shares awarded and exercised in 2024.

The estimated fair value for the awards granted in the year is 176.80p per share, which is the share price at the date of grant.

The following share awards were outstanding as at 31 December 2024 and 2023:

	Year ended		Year ended
	2024		2023
	Number of		Number of
	shares		shares
Outstanding at 1 January	3,135,225		2,542,363
Granted	944,861		1,250,446
Exercised	(686,403)	(657,58	4)
Outstanding at 31 December	3,393,683		3,135,225

C) Savings-Related Share Option Plan

The Company operates a Savings-Related Share Option Plan for eligible employees across the Group. There are no performance criteria for this

arrangement and options are issued to all participants in accordance with the HM Revenue & Customs rules for such savings plans. Savings-Related

Share Options were last issued on 5 May 2023.

The following options were outstanding as at 31 December 2024 and 2023:

		Year ended 2024		Year ended 2023
		Weighted		Weighted
	Number of	average	Number of	average
	share	exercise	share	exercise
	options	price	options	price
Outstanding at 1 January	4,942,990	138.66p	2,956,614	124.90p
Granted	–	–	2,737,695	156.30p
Exercised	(1,538,946)	118.40p	(6,315)	118.4 0p
Forfeited	(912,768)	137.05p	(745,004)	149.06p
Outstanding at 31 December	2,491,276	151.77p	4,942,990	138.66p
Exercisable at 31 December	298,041	118.40p	–	–

1,538,946 shares were exercised in 2024 (2023 – 6,315 shares). The options outstanding at 31 December 2024 had exercise prices of 156.30p and

118.40p per share, and a weighted average remaining contractual life of 1.7 years. The options outstanding at 31 December 2023 had exercise prices

of 156.30p and 118.40p per share, and a weighted average remaining contractual life of 2.0 years.

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FINANCIAL STATEMENTS CONTINUED

D) Restricted Share Awards

On 15 March 2024, 325,000 shares and on 29 April 2024, 30,000 additional shares were awarded under this plan. Shares granted under this award

have a three-year deferral period and would be subject to forfeiture by a “bad leaver” over that deferral period. There are no performance criteria for

this award. The awards are settled by delivering shares to the participants.

The estimated fair value for the awards granted in the year is 176.80p per share, which is the share price at the date of grant.

The following share awards were outstanding as at 31 December 2024 and 2023:

	Year ended	Year ended
	2024	2023
	Number of	Number of
	shares	shares
Outstanding at 1 January	540,000	1,823,950
Granted	355,000	245,000
Exercised	(100,000)	(1,528,950)
Forfeited	(20,000)	–
Outstanding at 31 December	775,000	540,000

33. Retirement benefit schemes

The Group operates a number of pension plans in the UK, North America and Europe. These include both defined contribution arrangements and

defined benefit arrangements. The Senior plc Pension Plan ("the UK Plan"), which is a funded scheme in the UK and closed to future accrual at the end

of 6 April 2014, has the largest pension obligation in the Group and Company. This plan provides benefits based on final pensionable emoluments for

the employees of the Group and Company. The latest full actuarial valuation was carried out as at 5 April 2022 and, for the purposes of accounting

under IAS19, this valuation has been rolled forward to 31 December 2024.

In addition, the Group operates one defined benefit plan in the US, following settlement of a second plan in 2023. This plan was closed to future

participants from September 2013, and the Executive section was also closed to future accruals from December 2013.

Separate disclosure is made for the funded UK and US defined benefit arrangements. In both the UK and US, the assets of funded plans are held in

separate trustee administered funds managed by independent financial institutions and have pension costs assessed by consulting actuaries using the

Projected Unit Method. The Trustees are required to act in the best interests of the plans’ beneficiaries.

The Group also has a small number of unfunded post-retirement plans, including a closed healthcare scheme in the US. Separate disclosure is provided

for these arrangements.

Further details on the arrangement of the UK Plan are given below.

The Trustee of the UK Plan is Senior Trustee Limited. The appointment of the Directors to the Board is determined by the Articles of Association

of Senior Trustee Limited. There are seven Trustee Directors in total and in accordance with statutory requirements under the Pensions Act 2004,

at least one-third of trustees must be a Member Nominated Director. Currently, there are three Member Nominated Directors and four Directors

who have been nominated by the Company, of which the Chairman and one other Director are viewed as independent.

The UK Plan exposes the Company to a number of risks. In particular:

• Uncertainty in benefit payments – the value of the obligations will ultimately depend on the amount of benefits paid out. This in turn will depend

on factors such as the level of inflation and how long individuals live.

• Volatility in asset values – the value of the assets held to meet future benefit payments is volatile, for example due to changes in stock markets

and interest rates.

• Uncertainty in cash funding – movements in the value of the UK Plan’s obligations or assets may result in the Company being required to provide

higher levels of cash funding.

The investment strategy for the UK Plan is decided by the Trustee in consultation with Senior plc. The primary investment objective is for the Plan to be

able to meet benefit payments as they fall due. The UK Plan’s average duration is around 11 years and benefits are expected to be paid for the next

60 years. These cash flow payments are expected to reach a peak around 2031, and gradually decline thereafter as the membership matures. In setting

this strategy, the Trustee considers a wide range of asset classes, the risk and rewards of a number of possible asset allocation options, the sustainability

of each asset class within each strategy, and the need for appropriate diversification between different asset classes. The Trustee’s current investment

strategy is to invest 100% in lower risk assets, consisting of corporate bonds, liability driven investments (“LDI”), gilts and cash. The LDI allocation

helps to mitigate investment risk for the UK Plan by minimising the fluctuations in the UK Plan’s funding levels arising from changes in the value of the

liabilities. This is achieved through hedging movements in the funding liabilities caused by changes in interest rates and inflation expectations.

The Trustee continues to review its investment strategy and adjust it in response to changes in the Plan’s funding position and/or market conditions.

The UK Plan was in a surplus position of £24.5m as at 5 April 2022 when measured on the Trustee's funding basis and is in a surplus position of

£43.5m as at 31 December 2024 (31 December 2023 – £48.5m surplus) when measured on an IAS 19 basis. The difference between the triennial

funding and annual IAS 19 valuation relates to the assumptions used. For example, the funding discount rate is based on the UK Plan’s stated

investment strategy, as opposed to the yields available on corporate bonds for the IAS 19 discount rate.

32. Share-based payments continued

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024162

FINANCIAL

STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

The IAS 19 surplus position on the UK Plan is recognised as an asset in the Consolidated and Company Balance Sheet, with no requirement to

recognise an additional liability on the UK Plan, on the grounds that the Company has an unconditional right to a refund, assuming the gradual

settlement of Plan liabilities over time until all members have left. In considering this, the Company has taken into account that the Trustees do not

have unilateral powers to wind up the Plan or modify benefits.

Cash contributions to the UK Plan are set by agreement between the Company and the Trustee of the UK Plan. These are set in accordance with

legislation and take account of the intention to further reduce the risk associated with the UK Plan’s investment strategy, as set out above. The

contributions were last reviewed as at 5 April 2022 and were based on a forecast surplus at that time, as part of the 2022 triennial funding valuation.

The Company agreed with the Trustee of the UK Plan to make scheduled contributions in respect of administrative expenses and PPF levies from

5 April 2022 until 30 June 2022, with no further contributions after this date. The estimated contributions expected to be paid during 2025 in the

US funded plans is £0.4m.

The Group is ultimately responsible for making up any shortfall in the UK Plan over a period agreed with the Trustees. To the extent that actual

experience is different from that assumed, the funding position will be better or worse than anticipated. As such, the contributions required by the

Group could vary in the future.

In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v NTL Pension Trustees II Limited and others relating to

the validity of certain historical pension changes due to the lack of actuarial confirmation required by law. In July 2024, the Court of Appeal dismissed

the appeal brought by Virgin Media Ltd against aspects of the June 2023 decision. The Company and pension trustees are currently considering the

implications of the case for the UK Plan. The defined benefit obligation has been calculated on the basis of the pension benefits currently being

administered, and at this stage the Directors do not consider it necessary to make any adjustments as a result of the Virgin Media case.

a) Defined contribution schemes

The Group has a number of different defined contribution and government-sponsored arrangements in place in the countries in which it operates.

None of these are individually material to the Group and the aggregate cost of such schemes for the period was £11.5m (2023 – £10.2m).

b) Defined benefit schemes

The amount included in the Consolidated Balance Sheet arising from the Group’s obligations in respect of its defined benefit plans is set out below.

		31 December 2024				31 December 2023
	UK plans	US plans	Unfunded		UK plans	US plans	Unfunded
	funded	funded	plans	Total	funded	funded	plans	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Present value of defined benefit obligations	(181.9)	(33.5)	(5.4)	(220.8)	(199.2)	(37.3)	(5.2)	(241.7)
Fair value of plan assets	225.4	32.1	–	257.5	247.7	34.5	–	282.2
Plan surplus/(deficit) per Consolidated Balance
Sheet	43.5	(1.4)	(5.4)	36.7	48.5	(2.8)	(5.2)	40.5

c) Movements in the present value of defined benefit obligations were as follows:

		31 December 2024				31 December 2023
	UK plans	US plans	Unfunded		UK plans	US plans	Unfunded
	funded	funded	plans	Total	funded	funded	plans	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	199.2	37.3	5.2	241.7	198.4	49.4	5.4	253.2
Current service cost	–	0.2	0.5	0.7	–	0.3	0.2	0.5
Interest cost	8.8	1.7	0.1	10.6	9.3	2.0	0.1	11.4
Experience on benefit obligations	0.6	(0.8)	–	(0.2)	1.9	(0.3)	–	1.6
Actuarial (gains)/losses – financial	(17.3)	(2.1)	0.1	(19.3)	4.7	(0.9)	0.1	3.9
Actuarial losses/(gains) – demographic	2.6	–	–	2.6	(3.0)	–	–	(3.0)
Benefits paid	(12.0)	(3.3)	(0.4)	(15.7)	(12.1)	(3.0)	(0.5)	(15.6)
Settlement	–	–	–	–	–	(8.1)	–	(8.1)
Exchange differences	–	0.5	(0.1)	0.4	–	(2.1)	(0.1)	(2.2)
At 31 December	181.9	33.5	5.4	220.8	199.2	37.3	5.2	241.7

33. Retirement benefit schemes continued

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 163

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

d) Movements in the fair value of plan assets were as follows:

		31 December 2024				31 December 2023
	UK plans	US plans	Unfunded		UK plans	US plans	Unfunded
	funded	funded	plans	Total	funded	funded	plans	Total
	£m	£m	£m	£m	£m	£m	£m	£m
At 1 January	247.7	34.5	–	282.2	250.2	42.7	–	292.9
Interest on plan assets	11.0	1.6	–	12.6	11.8	1.7	–	13.5
Actual return on plan assets less interest	(20.1)	(1.6)	–	(21.7)	(1.4)	1.3	–	(0.1)
Contributions from employer	–	0.4	–	0.4	–	1.5	–	1.5
Benefits paid	(12.0)	(3.3)	–	(15.3)	(12.1)	(3.0)	–	(15.1)
Running costs	(1.2)	–	–	(1.2)	(0.8)	–	–	(0.8)
Settlement	–	–	–	–	–	(7.8)	–	(7.8)
Exchange differences	–	0.5	–	0.5	–	(1.9)	–	(1.9)
At 31 December	225.4	32 .1	–	257.5	247.7	34.5	–	282.2

e) Amounts recognised in the Consolidated Income Statement in respect of these defined benefit schemes are as follows:

		31 December 2024				31 December 2023
	UK plans	US plans	Unfunded		UK plans	US plans	Unfunded
	funded	funded	plans	Total	funded	funded	plans	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Current service cost included within operating
profit	–	0.2	0.5	0.7	–	0.3	0.2	0.5
Running costs	1.2	–	–	1.2	0.8	–	–	0.8
Charge included within operating profit	1.2	0.2	0.5	1.9	0.8	0.3	0.2	1.3
Included within finance income	(2.2)	0.1	0.1	(2.0)	(2.5)	0.3	0.1	(2.1)
Amount recognised in the Income Statement	(1.0)	0.3	0.6	(0.1)	(1.7)	0.6	0.3	(0.8)

f) Amounts recognised in other comprehensive income are as follows:

		31 December 2024				31 December 2023
	UK plans	US plans	Unfunded		UK plans	US plans	Unfunded
	funded	funded	plans	Total	funded	funded	plans	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Net actuarial gain/(losses) in the year due to:
– Change in financial assumptions	17.3	2.1	(0.1)	19.3	(4.7)	0.9	(0.1)	(3.9)
– Change in demographic assumptions	(2.6)	–	–	(2.6)	3.0	–	–	3.0
– Experience adjustments on benefit obligations	(0.6)	0.8	–	0.2	(1.9)	0.3	–	(1.6)
Actual return on plan assets less interest on benefit obligations	(20.1)	(1.6)	–	(21.7)	(1.4)	1.3	–	(0.1)
(Losses)/gains recognised in other comprehensive income	(6.0)	1.3	(0.1)	(4.8)	(5.0)	2.5	(0.1)	(2.6)

Actuarial losses of £4.8m (2023 – £2.6m) have been recognised in the Statement of Comprehensive Income. The cumulative amount of actuarial

losses recognised in the Statement of Comprehensive Income as at 31 December 2024 is £53.5m (2023 – £48.7m).

g) Assets and assumptions in funded plans

	UK plans funded		US plans funded
	2024	2023	2024	2023
	£m	£m	£m	£m
Fair value of plan assets
Bonds	99.4	105.7	32.1	34.5
Gilts	118.0	136.0	–	–
Cash and net current assets	8.0	6.0	–	–
Total	225.4	247.7	32.1	34.5
Actual return on plan assets	(9.1)	10.4	–	3.0

The UK Plan’s assets are invested in pooled funds, which are invested exclusively within instruments with quoted market prices in an active market,

with the exception of the Plan’s holdings in insurance annuity policies which are included in cash and net current assets, valued at £3.1m (2023 – £3.6m).

The value of the invested assets has been measured at bid value and the value of the scheme benefits covered by the insurance annuity policies has

been set equal to the value of the corresponding obligations.

33. Retirement benefit schemes continued

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024164

FINANCIAL

STATEMENTS

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS CONTINUED

The Plan’s corporate bond allocation is split between an actively managed mandate and a "buy and maintain" mandate, which seeks to hold a high quality

portfolio while minimising portfolio turnover. Both mandates are predominantly invested in investment grade UK corporate bonds and are exposed to a

fairly typical range of UK businesses. The majority of the Plan’s gilts are passively invested in a range of UK fixed-interest and index-linked government

bonds, with the remainder actively invested in a range of swap instruments linked to movements in government bond prices. The risks associated with

the Plan’s bond and gilt investments are largely offset by corresponding risks present within the pricing of the Plan’s benefit obligations.

The UK Plan does not invest directly in property occupied by the Company or in financial securities issued by the Company.

	UK plans funded		US plans funded
	2024	2023	2024	2023
Major assumptions (per annum %)
Inflation	3.30%	3.20%	N/A	N/A
Increase in salaries	N/A	N/A	N/A	N/A
Increase in pensions	3.10%	3.00%	0.00%	0.00%
Increase in deferred pensions	3.30%	3.20%	0.00%	0.00%
Rate used to discount plan liabilities	5.40%	4.50%	5.63%	5.00%
Life expectancy of a male aged 65 at the year-end	20.3	20.2	19.8	19.7
Life expectancy of a male aged 65, 20 years after the year-end	21.7	21.6	21.4	21.3

Benefits under the US funded plans are not linked to inflation.

The UK Plan retirement benefit obligation is discounted at a rate set by reference to market yields at the end of the reporting period on high quality

corporate bonds. Estimation is required when setting the criteria for bonds to be included in the population from which the yield curve is derived. The

most significant criteria considered for the selection of bonds include the issue size of the corporate bonds, quality of the bonds and the identification

of outliers which are excluded. The assumption for estimating future Retail Price Index (RPI) inflation is based on the difference in yields on fixed-

interest and index-linked gilts. Demographic assumptions are set broadly in line with the most recent actuarial valuation of the UK plan. The mortality

assumption is 95% of standard mortality tables with an allowance for future improvements in line with the CMI 2023 enhanced projections, with a

long-term annual rate of improvement of 1.25% for males and for females, with no weighting on 2020 and 2021 mortality data and a 20% weighting

on each of 2022 and 2023 mortality data to make an allowance for the longer term impact of Covid-19 and other factors.

For the UK Plan, the estimated impact on the plan surplus at 31 December 2024 for changes in assumptions is as follows:

	Increase/
	(decrease)
	in plan surplus
	£m
0.5% decrease in the discount rate	(9.1)
One-year increase in life expectancy	(7.5)
0.5% increase in inflation	(5.4)

These sensitivities have been calculated to show the movement in the surplus, including allowance for an increase to the value of insured annuity

assets, but assuming no other changes in assets as at 31 December 2024. This is unlikely in practice – for example, a change in discount rate is

unlikely to occur without any movement in the value of the assets held by the Plan.

h) Other post-retirement liabilities

This balance comprises an unfunded German pension plan of £2.5m (2023 – £2.6m), unfunded closed pension and post-retirement healthcare plans in

the US of £0.4m (2023 – £0.4m), a provision for post-retirement payments in France of £1.4m (2023 – £1.4m) and £1.1m for post-retirement payments

in Thailand (2023 – £0.8m).

The closed pension and post-retirement healthcare plans in the US have been valued on a Projected Unit Method using a discount rate of 5.63%

(2023 – 5.0%). No participants were eligible for medical benefits under the healthcare plan in 2024. The German plan has been subject to formal

actuarial valuation on a Projected Unit Method with the following assumptions: discount rate 3.17%, salary growth nil% and pension increase 2.2%

(2023 – 3.7%, nil% and 2.2%). In France, the provision arises from a legal obligation to make payments to retirees in the first two years post-

retirement. Hence, it is not subject to discounting to the same extent as the other longer-term post-retirement liabilities. The Thailand plan has been

subject to a formal actuarial valuation on a Projected Unit Method with the following assumptions: discount rate 3.75%, inflation rate 3.0% and salary

growth 6.0% (2023 – 3.75%, 3.0% and 6.0%).

34. Contingent liabilities

The Group is subject to various claims which arise from time to time in the course of its business including, for example, in relation to commercial

matters, product quality or liability, and tax audits. Where the Board has assessed there to be a more likely than not outflow of economic benefits,

provision has been made for the best estimate as at 31 December 2024 (see Note 24). For all other matters, the Board has concluded that it is not

more likely than not that there will be an economic outflow of benefits. While the outcome of some of these matters cannot be predicted with any

certainty, the Directors do not expect any of these arrangements, legal actions or claims, after allowing for provisions already made where appropriate,

to result in significant loss to the Group.

33. Retirement benefit schemes continued

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 165

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2024

Notes

Year ended

2024

£m

Year ended

2023

£m

Non-current assets

Investment in subsidiaries 37 259.9 259.9

Property, plant and equipment 38 1.3 1.1

Other intangible assets 36 0.2 0.3

Other receivables 39 93.9 31.2

Retirement benefits 48 43.5 48.5

Total non-current assets 398.8 341.0

Current assets

Other receivables 39 64.6 154.8

Cash and bank balances 45 1.8 1.2

Total current assets 66.4 156.0

Total assets 465.2 497.0

Current liabilities

Trade and other payables 41 81.0 61.6

Lease liabilities 46 0.3 0.3

Bank overdrafts and loans 40 75.0 –

Total current liabilities 156.3 61.9

Non-current liabilities

Bank and other loans 40 50.5 150.5

Lease liabilities 46 0.5 0.8

Deferred tax liabilities 47 9.4 8.9

Total non-current liabilities 60.4 160.2

Total liabilities 216.7 222.1

Net assets 248.5 274.9

Equity

Issued share capital 42 41.9 41.9

Share premium account 14.8 14.8

Equity reserve 7.8 7.9

Retained earnings 43 194.5 223.1

Own shares 44 (10.5) (12.8)

Total equity 248.5 274.9

The loss for the Company for the year ended 31 December 2024 was £11.1m (2023 – £35.6m profit).

The Financial Statements of Senior plc (registered number 282772) were approved by the Board of Directors and authorised for issue

on 28 February 2025. They were signed on its behalf by:

David Squires Bindi Foyle

Director Director

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024166

FINANCIAL

STATEMENTS

COMPANY STATEMENT OF

CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

All equity is attributable to equity holders of the Company

Notes

Issued

capital

£m

premium

account

£m

Equity

reserve

£m

Retained

earnings

£m

Own

£m

Total

equity

£m

Balance at 1 January 2023 41.9 14.8 6.4 199.4 (11.7) 250.8

Profit for the year 2023 – – – 35.6 – 35.6

Actuarial losses on defined benefit pension schemes – – – (5.0) – (5.0)

Tax relating to components of other comprehensive income – – – 1.3 – 1.3

Total comprehensive income for the period – – – 31.9 – 31.9

Share-based payment charge – – 4.1 – – 4.1

Tax relating to share-based payments – – – 0.3 – 0.3

Purchase of shares held by employee benefit trust 44 – – – – (5.6) (5.6)

Use of shares held by employee benefit trust 44 – – – (4.5) 4.5 –

Transfer to retained earnings 43 – – (2.6) 2.6 – –

Dividends paid 11 – – – (6.6) – (6.6)

Balance at 31 December 2023 41.9 14.8 7.9 223.1 (12.8) 274.9

Loss for the year 2024 – – – (11.1) – (11.1)

Actuarial losses on defined benefit pension schemes – – – (6.0) – (6.0)

Tax relating to components of other comprehensive income – – – 1.5 – 1.5

Total comprehensive income for the period –

– – (15.6) – (15.6)

Share-based payment charge – – 4.5 – – 4.5

Tax relating to share-based payments – – – (0.3) – (0.3)

Purchase of shares held by employee benefit trust net of

repayments 44 – – – 2.1 (7.0) (4.9)

Use of shares held by employee benefit trust 44 – – – (9.3) 9.3 –

Transfer to retained earnings 43 – – (4.6) 4.6 – –

Dividends paid 11 – – – (10.1) – (10.1)

Balance at 31 December 2024 41.9 14.8 7.8 194.5 (10.5) 248.5

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 167

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

35. Accounting policies

Basis of accounting (Company only)

These Financial Statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).

In preparing these Financial Statements, the Company applies the recognition, measurement and disclosure requirements of UK-adopted international

accounting standards (“Adopted IFRSs”), but makes amendments where necessary in order to comply with Companies Act 2006 and has taken

advantage of the FRS 101 disclosure exemptions for share-based payments, financial instruments, fair value measurements, capital management,

presentation of a cash flow statement, disclosure of related party transactions and income taxes in connection with Pillar II disclosures.

The Financial Statements have been prepared on the historical cost basis. They have also been prepared on the going concern basis, as set out in

the basis of preparation, Note 2 to the Consolidated Financial Statements. The principal accounting policies adopted are the same as those set out

in Note 2 to the Consolidated Financial Statements, except in respect of investments in subsidiaries, which are stated at cost less, where appropriate,

provisions for impairment. The carrying values of investments in subsidiaries are reviewed for impairment if events or changes in circumstances

indicate the carrying values may not be recoverable.

The Company is incorporated in England and Wales under the Companies Act.

36. Other intangible assets

Year ended

2024

Computer

software

£m

Year ended

2023

Computer

software

£m

Cost

At 1 January 1.1 0.8

Additions – 0.3

At 31 December 1.1 1.1

Amortisation

At 1 January 0.8 0.7

Charge for the year 0.1 0.1

At 31 December 0.9 0.8

Carrying amount at 31 December 0.2 0.3

37. Investments in subsidiaries

A list of the significant investments in subsidiaries, including the name, country of incorporation, and proportion of ownership interest is given

on pages 175 to 176.

Year ended

2024

£m

Year ended

2023

£m

At 1 January and 31 December 259.9 259.9

Impairment provision at 31 December 2024 was £nil (2023 – £nil). Despite the near-term temporary headwinds announced in October 2024, the Board

concluded that these events did not trigger an investment impairment assessment as at 31st December 2024 given the long-term growth prospects

which underpin the recoverable amount of the investment held by the Company.

NOTES TO THE COMPANY

FINANCIAL STATEMENTS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024168

FINANCIAL

STATEMENTS

38. Property, plant and equipment

Year ended

2024

Plant and

equipment

£m

Year ended

2023

Plant and

equipment

£m

Cost

At 1 January 2.5 2.3

Additions 0.6 0.2

At 31 December 3.1 2.5

Accumulated depreciation

At 1 January 1.4 1.2

Charge for the year 0.4 0.2

At 31 December 1.8 1.4

Carrying amount at 31 December 1.3 1.1

The carrying amount includes £0.7m of right-of-use assets (2023 – £1.0m)

39. Other receivables

Other receivables comprise the following:

Year ended

2024

£m

Year ended

2023

£m

Other receivables: amounts due more than one year

Due from subsidiaries 93.9 31.2

93.9 31.2

Other receivables: amounts due within one year

Value added tax 0.3 0.5

Prepayments and accrued income 1.2 1.3

Due from subsidiaries 63.1 153.0

64.6 154.8

Total other receivables 158.5 186.0

The Directors consider that the carrying amount of debtors approximates to their fair value. The maximum exposure to credit risk at the reporting date

is the fair value of each class of receivable above. The Company does not hold any collateral as security.

The carrying amounts due from subsidiaries approximates to their fair value. There are no past due receivable balances and expected credit losses are

immaterial (2023 – immaterial).

As at 31 December 2024, other receivables due in more than one year consist of £6.8m (2023 – £6.8m) due in accordance with the vesting periods

of share-based payments and £87.1m (2023 – £24.4m) of loans to subsidiaries at market rates of interest, including £64.0m of loans due from

subsidiaries that were re-evaluated as non-current following a review of when the Company expects the loans to be realised.

NOTES TO THE COMPANY

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 169

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

40. Bank overdrafts and loans

Year ended

2024

£m

Year ended

2023

£m

Bank loans 27.5 52.1

Other loans 98.0 98.4

Total 125.5 150.5

The borrowings are repayable as follows:

On demand or within one year 75.0 –

In the second year – 74.2

In the third to fifth years inclusive 50.5 76.3

After five years – –

125.5 150.5

Less: amount due for settlement within 12 months (shown under current liabilities) (75.0) –

Amount due for settlement after 12 months 50.5 150.5

At 31 December 2024, bank loans are £28.4m and there are £0.9m of capitalised revolving credit facility transaction costs. At 31 December 2023,

bank loans were £53.2m and there were £1.1m of capitalised revolving credit facility transaction costs.

Analysis of borrowings by currency

Tuesday, 31 December 2024

Pound

Sterling

£m

Euros

£m

Dollars

£m

Total

£m

Bank loans 21.1 – 6.4 27.5

Other loans 27.0 23.0 48.0 98.0

48.1 23.0 54.4 125.5

Sunday, 31 December 2023

Pound

Sterling

£m

Euros

£m

Dollars

£m

Total

£m

Bank loans 15.9 – 36.2 52.1

Other loans 27.0 24.2 47.2 98.4

42.9 24.2 83.4 150.5

The weighted average interest rates paid were as follows:

Year ended

2024

Year ended

2023

Bank loans and overdrafts 6.80 6.57

Other loans 2.82 2.82

Bank loans of £28.4m (2023 – £53.2m) are arranged at floating rates, thus exposing the Company to cash flow interest rate risk. Other borrowings are

mainly arranged at fixed interest rates and expose the Company to fair value interest rate risk. No interest rate swaps were taken out in 2023 or 2024.

Transaction costs of £1.0m (2023 – £1.1m) have been deducted from the bank loans carrying value. Transaction costs of £0.1m (2023 – £0.2m), directly

attributable to the GBP notes (£nil), the Euro notes (£0.1m) and the US Dollar notes (£nil) have been deducted from the carrying value of Other loans.

The Directors estimate the fair value of the Company's borrowings to be as follows:

Year ended

2024

£m

Year ended

2023

£m

Bank loans and overdrafts 27.5 52.1

Other loans 96.6 93.7

124.1 145.8

NOTES TO THE COMPANY

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024170

FINANCIAL

STATEMENTS

41. Trade and other payables

Trade and other payables comprise the following:

Year ended

2024

£m

Year ended

2023

£m

Trade and other payables: amounts falling due within one year

Trade payables 2.3 3.7

Social security and PAYE 0.2 0.2

Other payables and accruals 8.1 9.2

Due to subsidiaries 70.4 48.5

Total trade and other payables 81.0 61.6

The Directors consider that the carrying amount of trade payables approximates to their fair value.

42. Issued share capital

At 31 December 2024, the Company has issued and fully paid 419.4 million ordinary shares of 10p each and share capital of £41.9m (2023 – 419.4

million ordinary shares of 10p each and share capital of £41.9m). No shares were issued during 2024 and 2023. The Company has one class of ordinary

shares which carry no right to fixed income.

43. Retained earnings

Year ended

2024

£m

Year ended

2023

£m

Balance at 1 January 223.1 199.4

Dividends paid (10.1) (6.6)

(Loss)/profit for the year (11.1) 35.6

Pension actuarial loss (6.0) (5.0)

Transfer from equity reserve 4.6 2.6

Transfer from own share reserve (7.2) (4.5)

Tax on deductible temporary differences 1.2 1.6

Balance at 31 December 194.5 223.1

In accordance with Section 408 of the Companies Act 2006, the Company has not presented its own Statement of Comprehensive Income,

including the Income Statement and related Notes.

44. Own shares

Year ended

2024

£m

Year ended

2023

£m

Balance at 1 January (12.8) (11.7)

Transfer to retained earnings 9.3 4.5

Purchase of new shares (7.0) (5.6)

Balance at 31 December (10.5) (12.8)

The own shares reserve represents the cost of shares purchased in the market and held by the Senior plc Employee Benefit Trust to satisfy options

under the Group’s share option schemes (see Note 32).

The nominal value of each share is £0.1 (2023 – £0.1). The total number of treasury shares at 31 December 2024 is 6,018,162 (2023 – 6,758,973).

45. Cash and bank balances

Year ended

2024

£m

Year ended

2023

£m

Cash and cash equivalents comprise:

Cash 1.8 1.2

Cash and bank balances held by the Company (which are presented as a single class of assets on the face of the Balance Sheet) comprise cash at

bank and other short-term highly liquid investments with a maturity of three months or less. The Directors consider that the carrying amount of cash

and cash equivalents approximate to their face value.

NOTES TO THE COMPANY

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 171

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FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

46. Lease liabilities

When measuring lease liabilities, the Company discounts lease payments using incremental borrowing rates, determined on a lease portfolio basis.

Undiscounted contractual maturity of lease liabilities:

Year ended

2024

£m

Year ended

2023

£m

Amounts payable:

On demand or within one year 0.3 0.3

In the second to fifth years inclusive 0.5 0.8

After five years – –

0.8 1.1

Less: future finance charges – –

Lease liabilities 0.8 1.1

There was no income from sub-leasing right-of-use assets (2023 – £nil). The Company recognised lease cash outflow of £0.3m (2023 – £0.3m).

As at the date of approving the accounts, the Company has guaranteed £0.4m (2023 – £0.4m) of annual lease commitments of a current subsidiary entity.

47. Tax balance sheet

Deferred tax liabilities

The following are the major deferred tax liabilities and assets recognised by the Company and movements thereon during the current and prior

reporting period:

Accelerated

tax

depreciation

£m

Retirement

benefits

£m

Share-based

payments

£m

Tax

losses

£m

Total

£m

At 1 January 2023 (0.3) 13.0 (0.8) (3.1) 8.8

Charge to income 0.1 0.4 (0.3) 1.5 1.7

Charge to equity – – (0.3) – (0.3)

Credit to other comprehensive income – (1.3) – – (1.3)

At 1 January 2024 (0.2) 12.1 (1.4) (1.6) 8.9

Charge to income 0.2 0.3 – 1.2 1.7

Charge to equity – – 0.3 – 0.3

Credit to other comprehensive income – (1.5) – – (1.5)

As at 31 December 2024 – 10.9 (1.1) (0.4) 9.4

Deferred tax assets and liabilities are offset where the Company has a legally enforceable right to do so. The following is the analysis of the deferred

tax balances, after offset:

Year ended

2024

£m

Year ended

2023

£m

Deferred tax liabilities 9.4 8.9

At the Balance Sheet date, the Company has unused capital losses of £15.6m (2023 – £15.6m) available for offset against future capital gains.

No deferred tax asset has been recognised as no such capital gains are anticipated to arise in the foreseeable future.

NOTES TO THE COMPANY

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024172

FINANCIAL

STATEMENTS

48. Retirement benefit scheme

The Company's defined benefit scheme is shown in Note 33 in the "UK plans funded" column.

49. Related party transactions

Barbara Jeremiah, Senior Independent Non-Executive Director and Chair of the Remuneration Committee was appointed a non-executive director of

Johnson Matthey Plc with effect from 1 July 2023. Johnson Matthey Plc, a related party of the Group, has been renting excess car parking space from

one of the Group’s operating businesses on a rolling monthly basis. The lease contract was in place prior to the acquisition of Thermal Engineering in

2013 by the Group. In 2024, £0.07m car park rental was received (2023 – £0.06m). There are no outstanding amounts at 31 December 2024

(31 December 2023 – £nil).

The remuneration of the Directors and Senior Managers, who are the key management personnel of the Group, is set out in the Remuneration Report

on pages 96 to 109. In 2024, the Company recognised share-based payment expense of £0.8m (2023 – £0.8m) in relation to the executive Directors.

The Group has related party relationships with a number of pension schemes. Transactions between the Group and these pension schemes are

disclosed in Note 33.

50. Share-based payments

The Company has a number of share-based payment arrangements that existed during 2023, the details of which can be found in Note 32.

For the savings-related share option plan, 58,315 shares were exercised in 2024 (2023 – nil). The options outstanding at 31 December 2024 had

exercise prices of 156.30p per share, and a weighted average remaining contractual life of 1.9 years. The options outstanding at 31 December 2023

had exercise prices of 118.40p and 156.30p per share, and a weighted average remaining contractual life of 2.3 years.

Share-based payment costs relating to subsidiaries are recharged from the Company.

NOTES TO THE COMPANY

FINANCIAL STATEMENTS CONTINUED

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 173

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STATEMENTS

ADDITIONAL

INFORMATION

FIVE-YEAR SUMMARY

2024

£m

2023

£m

2022

£m

2021

£m

2020

£m

Group income statement

Revenue

Continuing operations 977.1 963.5 848.4 658.7 733.6

Adjusted operating profit

Continuing operations 46.5 45.8 28.5 6.1 3.7

Amortisation of intangible assets from acquisitions (1.6) (2.2) (0.2) – (7.7)

Goodwill impairment and write-off – – – – (134.3)

Net restructuring income/(costs) – (5.6) 4.2 4.4 (39.0)

Site relocation costs (3.5) (0.1) – – –

US class action lawsuit (1.1) – – – –

Operating profit/(loss) 40.3 37.9 32.5 10.5 (177.3)

Finance income/finance costs, net (excluding lease liabilities) (9.9) (9.6) (7.4) (5.8) (7.8)

Interest on lease liabilities (3.4) (2.9) (2.5) (2.6) (3.0)

Net finance income of retirement benefits 2.0 2.1 1.2 0.4 0.9

Corporate undertakings (1.2) (4.7) (1.4) 21.2 (4.6)

Profit/(loss) before tax 27.8 22.8 22.4 23.7 (191.8)

Tax (1.9) 8.3 (2.2) 0.5 33.3

Profit/(loss) for the year 25.9 31.1 20.2 24.2 (158.5)

Depreciation and amortisation of intangibles excluding right-of-use assets 39.6 41.2 39.5 38.3 51.4

Depreciation on right-of-use assets 11.0 10.5 10.3 9.5 10.2

Gross capital expenditure 43.2 35.9 30.5 21.3 26.8

Basic earnings/(loss) per share 6.25p 7.52p 4.86p 5.82p (38.20)p

Diluted earnings/(loss) per share 6.12p 7.32p 4.73p 5.73p (38.20)p

Adjusted earnings/(loss) per share

7.17p 10.28p 4.36p 0.17p (0.84)p

Dividends in respect of years – per share 2.40p 2.30p 1.30p 0.0p 0.0p

– value 9.9 9.5 5.3 – –

Group Balance Sheet

Non-current assets excluding right-of-use assets 528.8 521.8 539.8 463.5 482.7

Right-of-use assets IFRS 16 65.5 64.4 70.8 67.4 72.5

Non-current assets 594.3 586.2 610.6 530.9 555.2

Net current assets 103.7 165.5 10 4.1 110.3 89.2

Non-current liabilities (228.1) (294.6) (265.3) (216.1) (251.1)

Net assets 469.9 457.1 449.4 425.1 393.3

Net debt pre-IFRS 16 (153.4) (132.0) (100.5) (79.9) (129.4)

Lease liabilities IFRS 16 (76.2) (71.8) (78.4) (73.2) (76.5)

Net debt (229.6) (203.8) (178.9) (153.1) (205.9)

Group cash flow

Net cash from operating activities 49.4 41.4 57.7 27.0 48.9

Corporate undertaking costs 2.3 1.9 1.4 4.8 4.6

Net restructuring cash paid/(received) 0.5 2.1 (2.1) 0.9 15.2

Site relocation costs 1.6 0.1 – – –

US class action lawsuit – – – 2.3 3.9

US pension settlement cash paid – 0.9 – – –

Interest received 6.6 4.3 0.7 0.1 0.2

Proceeds from disposal of property, plant and equipment 0.1 0.7 0.5 0.2 0.5

Purchase of property, plant and equipment – cash (41.5) (33.7) (28.7) (20.2) (25.2)

Purchase of intangible assets (1.7) (2.2) (1.8) (1.1) (1.6)

Free cash flow 17.3 15.5 27.7 14.0 46.5

Dividends paid (10.1) (6.6) (1.2) – –

Acquisition costs/disposal proceeds

(10.7) (23.9) (25.3) 51.7 0.4

Corporate undertaking costs (2.3) (1.9) (1.4) (4.8) (4.6)

Net restructuring cash (paid)/received (0.5) (2.1) 2.1 (0.9) (15.2)

US class action lawsuit – – – (2.3) (3.9)

Site relocation costs (1.6) (0.1) – – –

Dividend from joint venture 3.0 – – – –

US pension settlement cash paid – (0.9) – – –

Purchase of shares held by EBT net of repayments (4.9) (5.6) (4.5) – –

Increase/(decrease) in loans 20.2 40.0 0.4 (21.1) (7.2)

Decrease in lease liabilities (10.0) (10.2) (9.1) (8.4) (7.9)

Increase/(decrease) in cash and cash equivalents 0.4 4.2 (11.3) 28.2 8.1

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024174

FINANCIAL

STATEMENTS

Operating Companies Business Units Locations Country of Incorporation

Senior UK Limited Senior Aerospace Bird

Bellows

Congleton England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Aerospace BWT Macclesfield

Senior Flexonics Crumlin Crumlin

Senior Aerospace Weston Colne

Senior Aerospace Thermal

Engineering

Royston

Lymington Precision Engineers

Co. Limited

Senior Flexonics Lymington Lymington England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Flexonics Czech s.r.o. Senior Flexonics Czech Olomouc, Czech Republic Czech Republic Olomouc, Průmyslová 733/9, 779

00, Czech Republic

Senior Aerospace Ermeto SAS Senior Aerospace Ermeto Blois, France France Z.A Euro Val de Loire, 8 rue du

ClosThomas, 41330 Fosse, France

Senior Calorstat SAS Senior Aerospace Calorstat Dourdan, France France 11 Rue des Soufflets, 91410,

Dourdan, France

Senior Flexonics GmbH Senior Flexonics Kassel Kassel, Germany Germany Frankfurter Strasse 199, 34121

Kassel, Germany

Senior India Private Limited Senior Flexonics New Delhi New Delhi, India India 4th Floor, Rectangle No.1,

Commercial Complex D-4,

Saket-New Delhi-110017, India

Senior Operations (Canada)

Limited

Senior Flexonics Canada Brampton, Ontario Canada 134 Nelson Street West, Brampton,

Ontario, L6X 1C9, Canada

Senior Flexonics SA (Pty)

Limited

Senior Flexonics Cape Town Cape Town, South Africa South Africa 11 Thor Circle, Viking Place,

Thornton, Cape Town, 7460,

SouthAfrica

Senior Operations LLC Senior Aerospace AMT Arlington, Washington USA Corporation Trust Center, 1209

Orange Street, Wilmington,

DE19801, USA

Senior Aerospace Jet

Products

San Diego, California

Senior Aerospace Ketema El Cajon, California

Senior Aerospace Metal

Bellows

Sharon, Massachusetts

Senior Aerospace Damar Monroe, Washington

Senior Aerospace SSP Burbank, California

Senior Flexonics Bartlett Bartlett, Illinois

Senior Flexonics GA Franklin, Wisconsin

Senior Flexonics Pathway New Braunfels, Texas &

Lewiston, Maine

Senior Aerospace Spencer Valencia, California

Steico Industries, Inc. Senior Aerospace Steico

Industries

Oceanside, California USA 818 West Seventh St., Ste. 930,

LosAngeles, CA90017, USA

Senior Aerospace (Thailand)

Limited

Senior Aerospace Thailand Chonburi, Thailand Thailand 789/115 -116 Moo1, Pinthong

Industrial Estate, Sainhongkor-

Lamchabang Road, Tambol

Nhongkham, Amphur Sriracha,

ChonBuri Province 20230, Thailand

Upeca Aerotech Sdn Bhd Senior Aerospace Upeca Selangor, Malaysia Malaysia Level 13, Menara 1 Sentrum, 201,

Jalan Tun Sambanthan, Brickfields,

50470 Kuala Lumpur, Malaysia

Upeca Flowtech Sdn Bhd Senior Flexonics Upeca Selangor, Malaysia Malaysia Level 13, Menara 1 Sentrum, 201,

Jalan Tun Sambanthan, Brickfields,

50470 Kuala Lumpur, Malaysia

GROUP UNDERTAKINGS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 175

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

GROUP UNDERTAKINGS CONTINUED

Operating Companies Business Units Locations Country of Incorporation

Upeca Engineering (Tianjin)

Co Ltd

Senior Flexonics Upeca

(China)

Tianjin, China China No. 12 QuanHe Road, Wu Qing

Development Area, Tianjin 301700,

PR China

Atlas Composites Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Flexonics Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Lymington Precision Engineering

(LPE) Limited

England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Aerospace Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Americas One Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Americas Two Limited

(1)

England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Automotive Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Engineering Investments

Limited

England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Finance Four Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Finance Seven Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Finance Six Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Five Limited

(2)

England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Flexonics Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior Trustee Limited England & Wales 59/61 High Street, Rickmansworth,

Hertfordshire, WD3 1RH, UK

Senior France SAS France 11 Rue des Soufflets, 91410,

Dourdan, France

Senior Investments (Deutschland)

GmbH

Germany Frankfurter Strasse 199, 34121

Kassel, Germany

Upeca Technologies Sdn Bhd Malaysia Level 13, Menara 1 Sentrum, 201,

Jalan Tun Sambanthan, Brickfields,

50470 Kuala Lumpur, Malaysia

Senior Aerospace Bosman B.V. Netherlands Bergen 6, 2993 LR Barendrecht,

Netherlands

Senior Investments GmbH Switzerland Fronwagplatz 10, CH-8200,

Schaffhausen, Switzerland

Senior IP GmbH Switzerland Fronwagplatz 10, CH-8200,

Schaffhausen, Switzerland

Flexonics, Inc. USA Corporation Trust Center,

1209Orange Street, Wilmington,

DE19801, USA

Senior US Holdings Inc USA Corporation Trust Center,

1209Orange Street, Wilmington,

DE19801, USA

Senior Aerospace and Flexonics Business Units in Mexico are operated by a third party under contract manufacturing agreements.

The Group has a 49% interest in Senior Flexonics Technologies (Wuhan) Limited, a jointly controlled entity incorporated in China.

All Group undertakings are wholly and directly owned by subsidiary undertakings of Senior plc, and in every case the principal country of operation isthe country of incorporation.

Senior Aerospace Bosman ceased trading in 2021, and Senior Flexonics Upeca, Malaysia ceased manufacturing in 2021.

Senior Holdings LLC was dissolved on 26 April 2024.

(1)

On 14 February 2025, the company applied to be struck off and dissolved.

(2)

On 10 December 2024, the company applied to be struck off and dissolved.

GROUP UNDERTAKINGS

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024176

ADDITIONAL

INFORMATION

ADDITIONAL SHAREHOLDER

INFORMATION

Analysis of shareholders at 31 December 2024

Shareholders

Number

Shareholders

Issued Shares

Millions

Issued Shares

By category

Corporate bodies 348 18.82 411.88 98.20

Other shareholders 1,501 81.18 7.54 1.80

1,849 100.00 419.42 100.00

By range of holdings

1 – 24,999 1,601 86.59 5.51 1.31

25,000 – 49,999 59 3.19 2.06 0.49

50,000 – 249,999 86 4.65 10.02 2.39

250,000 – 499,999 28 1.51 9.23 2.20

500,000 – 999,999 24 1.30 19.07 4.55

1,000,000 – and over 51 2.76 373.53 89.06

1,849 100.00 419.42 100.00

The number of shares in issue at 31 December 2024 was 419,418,082.

Share Registrars

All shareholder records are maintained by Equiniti and all correspondence should be addressed to the Registrars, Senior plc at the Equiniti address

shown on the inside back cover, quoting the reference number starting with 0228 detailed on your dividend vouchers. The Registrars should be

notified regarding changes to name or address, loss of share certificate, or request for, or change to, a dividend mandate.

Equiniti provides a range of shareholder information online. Shareholders can check their holdings, update details and obtain practical help on

transferring shares at: www.shareview.co.uk.

Instead of payment by post to your registered address, dividends can be paid through the BACS system direct into a UK bank or building society

account, with the dividend voucher still sent to your registered address. If you wish to use this facility and have not previously applied, then please

apply direct to Equiniti and request a dividend mandate form. Shareholders who are currently receiving duplicate sets of Company mailings,

as a result of any inconsistency in name or address details, should write direct to Equiniti so holdings can be combined, if appropriate.

CREST Proxy Voting

CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the Annual General

Meeting to be held on 25 April 2025 and any adjournment(s) thereof by using the procedures described in the CREST manual. Further details relating

to voting via CREST may be found on the 2025 AGM Notice of Meeting and Form of Proxy.

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024 177

STRATEGIC

REPORT GOVERNANCE

FINANCIAL

STATEMENTS

ADDITIONAL

INFORMATION

OFFICERS AND ADVISERS

Secretary and registered office

Andrew Bodenham

Senior plc

59/61 High Street, Rickmansworth, Hertfordshire WD3 1RH

Registered in England and Wales No. 00282772

Registrars

Equiniti Ltd

Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA

Auditor

KPMG LLP

15 Canada Square, London E14 5GL

ShareGift

If you have only a small number of shares which would cost more for

youto sell than they are worth, you may wish to consider donating

themto the charity ShareGift (Registered Charity 1052686) which

specialises in accepting such shares as donations. The ShareGift

TransferForm may be obtained from Equiniti, the Company’s Registrars,

at www.shareview.co.uk. There are no implications for Capital Gains

Taxpurposes (no gain or loss) on gifts of shares to charity and it is also

possible to obtain income tax relief. Further information about ShareGift

may be obtained on 020 7930 3737 or from www.ShareGift.org.

Solicitors

Slaughter and May

One Bunhill Row, London EC1Y 8YY

Bankers

HSBC UK Bank plc

71 Queen Victoria Street, London EC4V 4AY

KBC Bank NV, London Branch

111 Old Broad Street, London EC2N 1BR

Financial advisers

Lazards & Co., Limited

50 Stratton Street, London W1J 8LL

Financial Public Relations

FGS Global

The Adelphi

1-11 John Adam Street

London WC2N 6HT

Joint Corporate Brokers

Jefferies International Limited

100 Bishopsgate

London EC2N 4JL

Numis Securities Limited (trading as Deutsche Numis)

45 Gresham Street

London EC2V 7BF

SENIOR PLC ANNUAL REPORT AND ACCOUNTS 2024178

ADDITIONAL

INFORMATION

Design and production

Printed by Park Communications

Senior plc

59/61 High Street,

Rickmansworth,

Hertfordshire

WD3 1RH

United Kingdom

www.seniorplc.com

T +44 (0) 1923 775547