Oxford Instruments plc
Annual Report 2024
To accelerate
the breakthroughs
that create a
brighter future
for our world.
Oxford Instruments plc Annual Report 2024
Contents Generation – Section Contents Generation – PageContents Generation – Page Contents Generation – Sub Page

To accelerate
the breakthroughs
that create a
brighter future
for our world
Our technology and scientific
expertise enables our customers
to discover and bring to market
exciting new advances that drive
human progress.
Visit our investor centre on
our website to view the rest
of our reporting suite:
www.oxinst.com/investors
We provide academic and commercial
organisations worldwide with market-
leading scientific technology and expertise
across our key market segments: Materials
Analysis, Semiconductors and Healthcare &
LifeScience.
Innovation is the driving force behind our
growth and success, supporting our core
purpose to accelerate the breakthroughs
that create a brighter future for our world.
We hold a unique position to anticipate global
drivers and connect academic researchers
with commercial applications engineers,
acting as a catalyst that powers real
world progress.
www.oxinst.com
Oxford Instruments plc
Annual Report 2024
Contents Generation – Section Contents Generation – Page Contents Generation – PageContents Generation – Sub Page

2024
highlights
page
02
Chief Executive
Officer’s
review
page
10
Sustainability
page
34
At a glance
page
04
Reasons
to invest
page
16
Finance
review
page
58
Our purpose-
led approach
page
06
Our
strategy
page
22
Governance
page
83
Contents
Overview
02 2024 highlights
04 At a glance
06 Our purpose-led approach
08 Chair’s statement
Strategic Report
10 Chief Executive Officer’s review
16 Reasons to invest
18 Our business model
20 Engaging with our stakeholders
22 Our strategy
24 Key performance indicators
26 Operations review
27 Materials & Characterisation
30 Research & Discovery
33 Service & Healthcare
34 Sustainability
35 Sustainability: Environment
40 Sustainability: TCFD statement
51 Sustainability: Social
56 Sustainability: Governance
58 Finance review
70 Risk management
79 Viability statement
82 Non-financial information statement
Governance
84 Chair’s overview
86 Board of Directors
89 Board leadership and company purpose
89 Corporate Governance statement
90 How we engage with our stakeholders
96 Section 172(1) Statement
97 Division of responsibilities
101 Composition, succession and evaluation
106 Nomination Committee Report
110 Audit and Risk Committee Report
117 Sustainability Committee Report
120 Directors’ Remuneration Report
144 Shareholder information
145 Directors’ report
148 Directors’ responsibilities
Financial Statements
150 Consolidated statement of income
151 Consolidated statement of comprehensive
income
152 Consolidated statement of financial position
153 Consolidated statement of changes in
equity
154 Consolidated statement of cash flows
155 Material accounting policies
161 Notes to the Consolidated Financial
Statements
192 Parent company statement of financial
position
193 Parent company statement of changes
in equity
194 Notes to the parent company financial
statements
204 Independent auditor’s report to the
members of Oxford Instruments plc
212 Historical financial summary
Governance Financial StatementsStrategic ReportOverview 01
Overview

Robust performance
sustainable growth
2024 HIGHLIGHTS
Robust performance and market-leading technology in
structural growth markets provide an excellent platform
for revenue growth and margin expansion.
Adjusted financial highlights
1
Revenue
£470.4m
(2023: £444.7m) % change
constant currency
+5.8% +9.8%
Adjusted operating profit
£80.3m
(2023: £80.5m) % change
constant currency
(0.2%) +3.7%
Adjusted operating profit margin
17.1%
(2023: 18.1%)
(100bps)
Adjusted basic earnings per share
109.0p
(2023: 112.7p)
(3.3%)
Cash conversion
2
64%
(2023: 88%)
Net cash
3
£83.8m
(2023: £100.2m)
1. Adjusteditemsexcludetheamortisationandimpairmentofacquiredintangibleassets,acquisitionitems,othersignificant
non-recurringitems,andthemark-to-marketmovementoffinancialderivatives.Afulldefinitionofadjustednumberscan
be found in the Finance Review, pages 58 to 69, and Note 2, pages 163 to 165.
2. Cashconversionmeasuresthepercentageofadjustedcashfromoperationstoadjustedoperatingprofit,assetoutinthe
Finance Review.
3. Net cash includes total borrowings, cash at bank and bank overdrafts but excludes IFRS 16 lease liabilities.
4. Constant currency numbers are prepared on a month-by-month basis using the translational and transactional
exchange rates which prevailed in the previous year rather than the actual exchange rates which prevailed in the year.
Transactionalexchangeratesincludetheeffectofourhedgingprogramme.
5. Adjusted for the impact of £23m orders from China removed from orderbook due to export licence controls.
Oxford Instruments plc
Annual Report 2024
02
www.oxinst.com
Contents Generation – Section Contents Generation – Sub Page2024 highlights

Operational and sustainability highlights
• New CEO and leadership team develop
refreshed strategy; Group to be structured
in two new divisions to drive growth and
margin expansion
• 9.8% constant currency revenue
growth underpinned by strong
academic funding
• Underlying book-to-bill positive at 1.03,
underlying orders at constant currency
down 2.5%
5
against a strong comparator
• £75m state-of-the-art compound
semiconductor facility in Severn Beach
now operational
• Further investment for growth includes
expansion of Belfast microscopy and
scientificcamerafacility
Statutory financial highlights
Revenue
£470.4m
(2023: £444.7m)
+5.8%
Operating profit margin
14.5%
(2023: 16.3%)
(180bps)
Basic earnings per share
87.7p
(2023: 101.6p)
(13.7%)
Operating profit
£68.3m
(2023: £72.4m)
(5.7%)
Profit before taxation
£71.3m
(2023: £73.5m)
(3.0%)
Dividend per share
for the year (proposed)
20.8p
(2023: 19.5p)
+6.7%
• Withdrawal of quantum commercial
activities in China, in response to
geopolitical dynamics, resulted in
in-year losses
• Action taken to focus resources on
non-sensitive areas in China and grow
revenueinotherregions
• Carbon reduction goals accelerated
to achieve net zero in Scopes 1 and 2
by 2030
• AA rating from MSCI for Oxford
Instruments’ ESG performance
• 78% employee engagement score
(September2023)reflectsengaged
employees and supportive,
inclusive culture
03Governance Financial StatementsStrategic ReportOverview
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Total revenue
£470.4m
We are a leading provider of scientific
technology and expertise to academic
and commercial partners worldwide
AT A GLANCE
What we do
We develop and manufacture market-leading imaging, analysis and fabrication tools that
acceleratenewscientificbreakthroughs.Ourtechnologyandmarketinsightplaceusina
unique position to anticipate global drivers and connect academic researchers with commercial
applications engineers, acting as a catalyst that powers real world progress.
Materials & Characterisation
Materials imaging and analysis solutions and
advanced etch and deposition systems for
compoundsemiconductor devices
Formoreinformation/Pages 27 to 29
Research & Discovery
Scientific cameras, microscopy,
cryogenic and superconducting magnet
technology andX-ray tubes
Formoreinformation/Pages 30 to 32
Service & Healthcare
Customer service and support for
our own products and for third-party
MRI scanners in Japan
Formoreinformation/Page 33
From 2024 the Group will report against
a new divisional structure:
Imaging & Analysis
Microscopy, cameras, analytical
instruments and software
Advanced Technologies
Compound semiconductor fabrication equipment,
cryogenic and superconducting magnet technology
and X-ray tubes
Revenue split by sector
Materials & Characterisation £252.2m
Research & Discovery £142.1m
Service & Healthcare £76.1m
From2024/25,wewillreportinanew
divisionalstructure.
Forfurtherdetails/Pages 10 to 15
Oxford Instruments plc
Annual Report 2024
04
www.oxinst.com
Contents Generation – Section Contents Generation – Sub PageAt a glance

4
primary regions
3
primary end markets
+2,000
Employees
25
Base locations
23
Countries from
which we operate
Where we operate
We sell products and services all over
the world, employing more than 2,000
people across 25 bases in 23 countries.
Who we work with
We work with thousands of academic
and commercial organisations in three
keystructuralgrowthmarkets.
Revenue by region Revenue by market
Europe £116.1m Materials Analysis £201.0m
North America £122.9m Semiconductor £126.9m
China £127.4m
Japan and ESEA £94.1m
Rest of world £9.9m
Healthcare & Life Science £90.6m
Other markets, including quantum £51.9m
05Governance Financial StatementsStrategic ReportOverview
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OUR PURPOSE-LED APPROACH
To accelerate the
breakthroughs that create a…
Ourtechnologyandscientificexpertiseenablesourcustomerstodiscover
and bring to market exciting new advances that drive human progress.
Be the scientific instrumentation partner in every significant
lab and production facility across the world
Ourstrategicpriorities/Pages 22 to 23
Powering our ambition
Driven by our strategy
Deliver strong growth
through ‘customer first’
ways of working
Deliver a step change in
operational performance
(delivery,quality,efficiency)
Simplify the organisation,
increasing collaboration
and accountability
Continue to invest in new
technology and products,
protecting and enhancing
our core strengths
Embed our values
and ways of working
so that they are
lived every day
Underpinned by our values :
Inclusive
Byseekingoutdifferentperspectivesand
diverse collaboration, we deliver better
solutions and lasting success
Innovative
Through our knowledge, expertise and focused
curiosity, we create new possibilities for ourselves
and for our customers
Oxford Instruments plc
Annual Report 2024
06
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Contents Generation – Section Contents Generation – Sub PageOur purpose-led approach

…brighter future for our world
Delivering for
our key end markets
Creating value
for our stakeholders
Materials
Analysis
Semiconductors
Healthcare
& Life Science
Ourkeyendmarkets/Pages 26 to 33 Stakeholderengagement/Pages 90 to 96
Supporting development
of improved treatments &
vaccines at lower cost,
and personalised
medicine & therapies
Supporting growth in
bandwidth, connectivity
and faster devices; power
efficiency and the greening
of the economy
Supporting advanced
material development
and sustainabilityprogress,
with improved performance
from finite resources
Market drivers
Customers
Customer intimacy helps us to identify
additionalopportunitiestodeliverincreased
value to our customers
Employees
By working together as one team, we
help and trust each other to succeed
Local communities
We strive to support the development of
stronger communities and have a positive
environmental and social impact
Shareholders
Delivering strong growth and shareholder
returnspromotesthelong-termsustainable
success of the company
Suppliers
Our supply chain plays a vital role in
supporting sustainable growth and
efficiencyacrossthebusiness
Society
Ourtechnologyandscientificexpertise
enables our customers to discover and bring
to market exciting new advances that drive
human progress
Trusted
We build successful, long-term relationships
based on accountability, integrity and respect
Purposeful
We care, and our passion and commitment
drive positive change in the world
07Governance Financial StatementsStrategic ReportOverview
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CHAIR’S STATEMENT
A strong platform
for growth
“ The strategic work we have
carried out this year has
reinforced the positive impact
we have on the world around us.
We are committed to protecting
and enhancing our core strengths
as we take the steps needed
torealisethefullpotentialof
Oxford Instruments.”
NEIL CARSON
Chair
This has been another good year for Oxford Instruments,
with good financial results and progress made on
many fronts. It has also been a year of transition, as
we develop our new strategy and look to the future.
Oxford Instruments plc
Annual Report 2024
08
www.oxinst.com
Contents Generation – Section Contents Generation – Sub PageChair’s statement

Ourtechnologyandscientificexpertise
enable our customers to discover and
bring to market exciting new advances
that drive human progress – and we
are determined to continue to do so
forthelongterm.
Sustainability
The strategic work we have carried
out has reinforced the positive impact
we have on the world around us
through our products and services.
We want that positive impact to
extend throughout our operations,
from the inclusive culture we seek to
build to the reduction of our carbon
footprint. I am particularly pleased
that this year we have committed to
reach net zero in our own operations
by 2030 (see page 35).
People at the heart
of our success
On behalf of the whole Board, I would
like to thank all our employees. The
company’s success is their success,
generated as the result of their hard
work, talent and commitment. We are
enormously grateful this year, as we
are each year, for the contribution of
every individual and every team.
A fond farewell to
Ian Barkshire
I would also like to extend sincere
thanks and best wishes on behalf
of the whole Board to Ian Barkshire,
who retired as Chief Executive in
October 2023. Oxford Instruments
madesignificantprogressduring
Ian’s tenure: it was he who drove
the development and delivery of the
Horizon strategy, building the strong
foundations from which we move
forward today. Ian’s vision to position
the company in structural growth
markets, founded on deep market
insights, underpinned a period of
remarkable growth. He can be very
proud of what he and his colleagues
achieved together.
Further Board changes
in the year
We were delighted to welcome
Hannah Nichols to the Board as a
Non-Executive Director in January.
Hannahbringsstrongfinancial
expertise, extensive international
experience and a track record of
driving transformational change,
both within and beyond the
financefunction.
Iamverypleasedtoconfirmthat
Hannah will take up the role of Chair
of the Audit and Risk Committee
following the Annual General Meeting
(AGM) on 25 July 2024, at which point
Mary Waldner will step down from
the role in preparation for leaving the
Board in February 2025, following her
nine years of sterling service.
We bade farewell to Sir Richard Friend
in July 2023. Richard had served for
almost nine years as Non-Executive
Director, and his deep insights, derived
from many years’ experience at the
highest levels of academia, and in
business, will be much missed in
Board discussions.
Finally, Reshma Ramachandran
will stand down as a Non-Executive
Directorwitheffectfromtheconclusion
of the AGM, due to her appointment
in a new executive role externally,
which will restrict the time she is able
to commit to her role with Oxford
Instruments. The Board sincerely
thanks Reshma for the valuable
contributions she has made during
hertimeasaDirector.
Dividend
In line with our progressive dividend
policy and strong trading performance
in the year, the Board is proposing a
finaldividendof15.9ppershare(2023:
14.9p), which is subject to approval at
theAGMon25July2024.
Looking ahead
I am full of optimism for the future of
Oxford Instruments. Visiting our state-
of-the-art new facility at Severn Beach
with my Board colleagues last month,
and hearing from the team there how
warmly they welcome the Group’s new
strategic direction, marked a particular
milestone. I was struck by the
atmosphere full of momentum, pace
and energy, which I sense is replicated
right around the business. I am hugely
looking forward to seeing our plans
come to fruition over the coming year,
and the years that follow.
NEIL CARSON
Chair
10 June 2024
I am pleased to report on a busy and
purposeful year at Oxford Instruments:
we delivered record revenue,
welcomed our new CEO Richard Tyson,
completed the significant investment
in our new compound semiconductor
equipment facility in the UK, gained
further new colleagues with the
acquisition of First Light Imaging,
and developed a refreshed purpose
and strategy for the Group, all while
successfully navigating geopolitical
and economic challenges.
We were delighted that Richard
accepted the opportunity to lead us
through the next stage in our growth,
joining us in October 2023. Richard
comes to Oxford Instruments with
an excellent track record of success,
having driven transformational change
during his nine-year leadership of TT
Electronics plc. He is an astute and
strategic leader with a remarkable
ability to get quickly to the heart of a
challengeandfindthesolution.Heis
also people-focused, and I was pleased
toseethathemadeitafirmpriorityto
meet his new colleagues face to face, at
all our sites, in a matter of weeks, to get
their insights into Oxford Instruments.
Over the few months since he joined,
Richard has led the development
of a refreshed strategy for Oxford
Instruments, working with the Board,
with leadership teams and with
colleagues around the Group to identify
the steps we need to take to realise the
potential of the Group, building on our
strengths. As he sets out on pages 10 to
15, while we have many strengths, there
are also opportunities to do some things
differentlyanddriveimprovedoutcomes
whichwillbenefitallourstakeholders.
Our new structure (see page 12) will
drive growth by facilitating the delivery
of action plans that are targeted to the
preciseanddifferingneedsofeach
division, while Group-wide we will
focus on simplifying our organisation
andprocesses,drivingcustomer-first
ways of working and delivering a step
change in operational performance.
A new purpose
One of the central elements of the
strategy is our commitment to protect
and enhance our core strengths.
Our new purpose statement neatly
encapsulates both the achievements
of which we are so proud and the
ambition we are all striving towards:
To accelerate the breakthroughs that
create a brighter future for our world.
09Governance Financial StatementsStrategic ReportOverview
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Robust financial
performance and a refreshed
strategy through a new lens
“ Our exceptional technology,
strong talent base, well-distributed
regional infrastructure and choice
of markets give us a strong
platform from which to grow.
There are significant opportunities
ahead – but to address them in
full we need to structure Oxford
Instruments differently.”
RICHARD TYSON
Chief Executive Officer
CHIEF EXECUTIVE OFFICER’S REVIEW
I am pleased to report a robust set of results
for Oxford Instruments, and to set out a new
strategy for the Group to enable us to fulfil
our strong potential.
Oxford Instruments plc
Annual Report 2024
10
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Contents Generation – Sub PageStrategic Report Chief Executive Officer’s review

Adjusted operating profit of £80.3m
was in line with expectations, up 3.7%
on a constant currency basis. Adjusted
operating margin was down 100bps
at 17.1% (2023: 18.1%), in line with
guidance, primarily reflecting losses
incurred in our quantum business as a
result of ceasing certain commercial
activities for these products in China
and continued operational investment.
The successful transition of our
compound semiconductor business to
a new purpose-built facility has been
a key operational highlight of the year,
delivering streamlined production and
increased capacity, and presenting
significant opportunity to scale. A
further focus has been the action we
have taken in response to the shifting
geopolitical landscape, pivoting to less
sensitive applications in China and
growing revenue in other regions. Our
robust revenue growth in Europe and
the rest of Asia bears out the success
of this programme, which will continue
into FY24/25.
Underlying order intake (excluding the
pivot from China) remained robust,
supported by a good performance in
Europe and the rest of Asia. Underlying
book to bill is positive, despite the
strong revenue growth, and the
orderbook provides good visibility into
the year ahead. Our pipeline is strong
across all geographies and markets.
A strong platform for growth
Since joining Oxford Instruments in
October, I have carried out a thorough
review of our business model and
markets, working collaboratively with
our leadership team and gathering
input from across thebusiness.
Our work confirms that academic
research is the bedrock of Oxford
Instruments’ success. Representing
more than a third of our revenue, it
is resilient across cycles and grows
steadily at 3–6% a year.
Our market-leading technology and
expertise, developed over 60 years,
spans all areas of fundamental
research and provides unrivalled reach
into academic institutions worldwide.
In recent years, by developing and
leveraging our market insight, we
have strengthened our position in
commercial markets applied R&D,
where the technology is used to
develop new products for industrial
applications (a market four times
larger than the academic research
market), which now represents c.
45% of our revenue. We have also
started to make early inroads into the
even larger commercial production
market, representing c.20% of our
revenue today. The volume potential
in commercial applied R&D and
production markets is significantly
bigger, offering high single-digit growth
underpinned by structural growth
drivers requiring new technologies
to support decarbonisation and
productivity globally.
Our deep dive review highlights that
90% of our revenue is generated in
three primary markets – Materials
Analysis, Semiconductors and
Healthcare & Life Science. All three
have clear sustainability drivers with
high single-digit structural growth
potential. Quantum technology, a
much smaller contributor to our current
revenue, also represents a growth
opportunity, though its trajectory is
lesslinear.
Our strategy for the future
Our exceptional technology, strong
talent base, well-distributed regional
infrastructure and choice of markets
give us a strong platform from
which to grow. There are significant
opportunities ahead – but to capture
them in full and achieve industry-
leading margins, we need to structure
Oxford Instruments differently.
I am pleased to report a robust set
of results for Oxford Instruments. We
have delivered 9.8% revenue growth
at constant currency, driven by a 7%
increase in semiconductor revenue,
reflecting our greater exposure to the
compound semiconductor market,
and double-digit growth in Materials
Analysis and Healthcare & Life
Science markets, underpinned by
strong research funding.
Orders
£459.1m
(2023: £511.6m)
Adjusted operating profit
£80.3m
(2023: £80.5m)
Revenue
£470.4m
(2023: £444.7m)
Operating margin
17.1%
(2023: 18.1%)
Group
Full year to
31 March 2024
Reported growth
vs full year to
31 March 2023
Constant currency
growth vs full year to
31 March 2023
Orders £459.1m (10.3%) (2.5%
1
)
Revenue £470.4m +5.8% +9.8%
Adjusted operating profit £80.3m (0.2%) +3.7%
Adjusted operating margin 17.1% (100bps) (100bps)
1. Underlying order growth is adjusted for the impact of prior year China orders removed from current year order intake due to export
licencerestrictions.
11Governance Financial StatementsStrategic ReportOverview
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As we set out below, the different areas
of our business fall naturally into two
distinct groupings, reflecting different
drivers and business models. This new
structure will also facilitate targeted
actions to unlock the potential in each.
Our future divisional structure
We are restructuring the business
and will be creating two new
divisions: Imaging & Analysis and
Advanced Technologies.
Moving forward, service revenue will
be reported within each respective
division. We will report against the
new structure at our half-year results
in November 2024. The indicative and
unaudited pro forma numbers under
the proposed divisional structure for
the full year 2024 are disclosed in
the Finance Review and the annual
resultspresentation.
The rationale for the planned reporting
change is as follows.
The businesses which will form the
new Imaging & Analysis division
represent c.70% of Group revenue, and
have strong existing synergies and a
track record of success.
They provide similar relatively small-
scale imaging and analysis equipment
and software, have common business
models, go-to-market strategies and
margins, and they address a similar
client base in their three key markets
in materials analysis, semiconductors,
and healthcare & life science.
In recent years, particularly since
the acquisition of WITec in 2021, the
Materials Analysis businesses have
collaborated more closely, driving
cross-selling opportunities and
efficiencies. Joining forces with our
scientific camera and microscopy
business will facilitate further
synergies and simplification. Together,
they will provide an unrivalled range
of microscopy, scientific cameras,
spectroscopy and analytical tools
and software.
Action plans for these high-performing
business units are under way. It
will result in improved growth and
operational leverage supporting strong
margins. Strategic priorities will include:
• improving sales and service
channels by going to market
through streamlined regional
customer-facing teams and
generating more whole life revenue
from a better customer experience;
• greater focus to leverage
maximumopportunity from the
existing product portfolio and
R&D programme;
• simplifying the organisation by
streamlining business processes
and removing duplication;
• increasing cross-selling through
shared marketing initiatives;
• delivering a step change in
operational performance by
optimising production and
enhancing performance
management and value
engineering; and
• increasing commercial sales
through sharing of best go-to-
market practice across regions and
targeted key account management.
The businesses which will form
our new Advanced Technologies
division (representing c.30% of Group
revenue) have a very different profile.
They sell much lower volumes of
larger-scale complex systems into
very specialised markets (compound
semiconductor and quantum) with
unique growth drivers and principally
separate customer bases. These
businesses each require a dedicated,
focused approach to leverage their
well-invested base, deliver improved
margins and achieve their full growth
and margin potential.
Our compound semiconductor business
is growing strongly. Scale is important to
reap the benefits and recover the costs
of our new, larger dedicated facility in
Severn Beach, outside Bristol, UK. The
business is poised to take advantage of
the structural growth in the compound
semiconductor market, which does
not have the cyclicality inherent in
the silicon semiconductor market.
The leadership team have identified
key areas of specialism within the
compound semiconductor landscape
where we have leading capability, or
have the potential to do so.
Here, we will maximise productivity
and output following the site move,
taking advantage of the process
and efficiency opportunities the site
provides, look to optimise our supply
chain, and continue to simplify our
product range, in order to deliver good
growth and strong margin progression.
A further key focus area is customer
service, which requires a step change
to meet the stretching requirements
of the business’s growing commercial
production customer base.
CHIEF EXECUTIVE OFFICER’S REVIEW continued
Materials & Characterisation
Materials imaging and analysis solutions
and advanced tech and deposition systems
for compoundsemiconductor devices
Research & Discovery
Scientific cameras, microscopy,
cryogenic and superconducting magnet
technology andX-ray tubes
Service & Healthcare
Customer service and support for
our own products and for third-party
MRI scanners in Japan
From 2024 the Group will report against
a new divisional structure:
Imaging & Analysis
Microscopy, cameras, analytical
instruments and software
Advanced Technologies
Compound semiconductor fabrication
equipment, cryogenic and superconducting
magnet technology and X-ray tubes
Imaging & Analysis will comprise our
microscopy and cameras business
Andor and our materials analysis
businesses Asylum Research,
Magnetic Resonance, NanoAnalysis
and WITec. (recent adjusted operating
profit margin history 22–24%).
Advanced Technologies will comprise
our compound semiconductor business
Plasma Technology and our quantum-
focused business NanoScience,
together with the much smaller X-Ray
Technology business. (recent adjusted
operating profit margin history 0–4%).
How we are structured today:
Oxford Instruments plc
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In addition, we have appointed
a dedicated customer service
lead who will focus on our after-
sales support infrastructure and
capabilities, and target significant
improvements in our service to
our customers.
Simplify our organisational
structure
With significant overlap between
business units and markets, the
structure of Oxford Instruments
had become overly complex
over a number of years, making
it confusing for stakeholders
to understand and leading to
duplication of processes internally.
Consolidating our eight business
units and six previous end markets
into just two divisions and three
core markets, supported by a
simplified customer-facing regional
structure, will drive efficiencies
and operational gearing, and
provide greater transparency
of Oxford Instruments as an
investmentproposition.
Focus on our key strengths
We will continue to protect,
invest and enhance our core
strengths by investing c.8–9% of
revenue annually in R&D, and
working closely with our regional
teams and our customers to
ensure we focus our efforts on
the most economically attractive
opportunities, delivering strong
return on capital employed.
Focusing on our core markets –
materials analysis, semiconductors,
and healthcare & life science –
will enable us to maximise our
impact in all three markets, while
deriving efficiencies from this more
targeted approach.
Group-level strategic
priorities
While our action plans are targeted
at divisional level, the following
corepriorities underpin our strategy
Group-wide.
Improve our customers’
experience
Further growing our reach into
commercial markets requires
on-time delivery paired with
exceptional customer service and
responsiveness,particularly in
production environments, where
deadlines are non-negotiable and
down time is not tolerated.
More broadly, we will focus on
delivering deep customer insight
and best-in-class customer service
through our regional teams around
the world. We also see significant
opportunity to extend whole-life
revenue via our services proposition.
Drive a step change in
operational performance
andproductivity
The Group’s rapid growth has
challenged both capacity and
capabilities in some of our
manufacturing facilities, opening
up significant opportunities in both
divisions to reconfigure production
areas, design more efficient
production processes and upskill
colleagues to increase
their productivity.
We have appointed a Chief
Transformation Officer who
is leading a broad-ranging
transformation programme
covering all aspects of operational
performance and productivity, from
the layout of our facilities to value
engineering toreduce our cost
of goods.
Our quantum business has been
impacted by export restrictions
which have limited our ability to sell
these capabilities into China. This,
combined with operational challenges,
larger project timescales and strong
competition in the high potential,
but uncertain quantum market, has
impacted performance in 2023/24.
We have already started to restructure
the cost base, commenced a major
operational turnaround programme
in operations and refocused sales
teams on Europe and the USA. This
will continue at pace, focusing on
value engineering, cost reduction
andperformance management.
While leveraging our regional
sales and marketing infrastructure,
the businesses in the Advanced
Technologies division will operate
with greater independence than their
counterparts in Imaging & Analysis,
enabling them to address their
specialist markets in ways which will
maximise their ability to grow both
scale and margin and removing this
complexity from the wider business.
Structuring our business in these
two new divisions will improve our
customers’ experience and facilitate
the delivery of targeted action plans
designed to suit the opportunities
and the challenges in each, whilst
supporting greater transparency of
their different paths to significant value
creation for investors.
We will provide a progress update on
the development of the new divisions
via our interim reporting in November,
at which point we will report in the new
divisional structure.
13Governance Financial StatementsStrategic ReportOverview
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As evidenced by the recent
financial performance in Advanced
Technologies, specific restructuring
and improvement activities are
required in the short term which have
been commenced and are expected
to have some impact in the coming
financial year.
Overall, we expect these actions to
deliver good sustainable organic
growth in the medium term, coupled
with the opportunity to generate
significant value through operating
margin enhancement to 20%+.
Our anticipated mid-term outcomes
can be summarised as follows:
• Organic growth of 5–8% CAGR.
• Adjusted operating margin
improvement to 20%+.
• Cash conversion of over 85%.
• Continuing to invest in growth,
including 8–9% on R&D.
• Strong return on capital
employed (currently 29%).
• Selective acquisitions bringing
complementary capabilities.
A clear purpose
We make a tremendous positive
impact through our products and
services – from supporting Nobel
Prize-winning scientific endeavours
and the development of personalised
treatments for cancer to accelerating
the path to decarbonisation through our
extensive role in the battery ecosystem.
Our technology and scientific expertise
enable our customers to discover and
bring to market exciting new advances
that drive human progress. I am proud
of the unique contribution we make. As
we set out on our new strategy, I am
delighted to share a new purpose for
Oxford Instruments:
To accelerate the breakthroughs that
create a brighter future for our world.
Our position is unique among UK-based
technology companies – and it is my
hope that this new purpose, which has
been warmly embraced by colleagues
around the world, will highlight our
positive impact, and focus the energy
ofeveryone at Oxford Instruments.
People and planet
I have visited almost all our global sites
since joining last autumn and have
been impressed by the energy and
commitment of the colleagues I have
met at every level of the organisation.
Our engagement scores are high, at
78%, based on the organisation-wide
survey carried out last September. But
there is no room for complacency, and
in recent months I have led a deep dive
exercise, as part of the development
of our strategy, to understand our
organisational culture and to drive
action where there is scope to improve.
We have many strengths. Our
workforce is highly skilled, with deep
expertise in a wide range of disciplines,
from science and engineering to
marketing and sales, and our people
are passionate about what we do
and the impact we have. However,
there are areas we need to focus on
as we move forward in line with our
new strategy. We are clear on our new
strategic priorities, and have worked
collaboratively with focus groups
around the business to set out new
ways of working to deliver them.
We are committed to creating a
values-driven, inclusive culture. To
that end, we have launched a new
equity, diversity and inclusion policy,
and successfully piloted new Inclusive
Leadership training to be rolled out
over the coming year.
Our employees have launched impact
groups focused on women’s issues
and neurodiversity this year, adding to
the network begun with our race and
ethnicity and LGBTQ+ impact groups.
Our products and services have a
remarkably positive impact on the
world around us. We want to generate
a brighter future through our own
operations, too. To that end, we are
accelerating our progress to net zero,
in all the areas we can control. Last
year, we committed to achieve a 50%
reduction in Scope 1 emissions and a
70% reduction in Scope 2 emissions
by 2030. Today, we are setting a new
target to achieve net zero in Scopes
1 and 2 by 2030, and sooner if we
can. We will continue to work with
our product development teams
and our supply chain to minimise
our Scope 3 emissions, with the goal
of accelerating our overall target
to achieve net zero faster than our
currenttarget year of 2045.
CHIEF EXECUTIVE OFFICER’S REVIEW continued
Capital allocation priorities
These can be summarised as follows:
• Invest in the business
Our businesses are well invested,
as evidenced by the capital
investments we are making in
new facilities at Severn Beach
and Belfast. We will continue to
invest c.8–9% of revenue in R&D,
and make targeted operational
investments to support growth.
• Drive shareholder returns
We are committed to delivering
strong shareholder returns,
taking account of underlying
earnings, dividend cover,
currency movements and
demands on ourcash.
• Make selective acquisitions
Our acquisition strategy is highly
selective and disciplined. We will
focus on adding capabilities in
Imaging & Analysis, with a good
pipeline of owner-managed
businesses under consideration.
• Maintain strong balance sheet
Our strong balance sheet gives
us flexibility. We will continually
assess the appropriateness of
returns to shareholders in the
context of the strategy.
Journey to growth and
higher margins
We expect to deliver revenue growth
and higher margins from both divisions
over the medium term, with the Group
capable of delivering a revenue CAGR
of 5–8% and an adjusted operating
profit margin of 20%+. Actions to
support growth have begun. Changes
in focus and sharing of best practice
are expected to be implemented
over the next 18 months. Operational
performance improvements will require
investment in the short term, meaning
the margin improvement profile will not
be linear. The initial efforts of the last
year or so have been supplemented
with a dedicated Chief Transformation
Officer and we have added resources
and built a more extensive change
team who have started improvement
actions in our Belfast facility first.
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Summary and outlook
I am pleased with the results for the
full year and the development of
the business during the period. We
have reported strong revenue growth
of 9.8% at constant currency, with
adjusted operating profit in line with
expectations. I am grateful to my
colleagues across Oxford Instruments
for their commitment and energy
through a busy year.
We have rebalanced our positions
in regional markets in the face of
geopolitical shifts, focusing our
resources on non-sensitive areas
in China, and successfully growing
revenue and orders in Europe and
elsewhere in Asia.
We have continued to make organic
investments to support our future
growth, with our state-of-the-art
compound semiconductor facility now
operational. Underlying order intake
has remained robust, with a positive
book to bill even though we had
stronger growth in the second half, and
the orderbook gives us good visibility
into the year ahead.
I am hugely impressed with the strong
platform at Oxford Instruments,
anchored by our market-leading
technologies and our talented and
committed workforce. My work with
leadership teams around the business
has confirmed our view that there
is significant opportunity to build
on our core strengths. I have today
outlined a new strategy, setting
targets to improve the returns from
thebusinessin the medium term.
As part of this strategy, we are
reorganising the Group into two distinct
business divisions to simplify and
enhance our operations. We will target
growth by focusing on fewer markets
and a sharpened product portfolio,
tackling key areas where improvement
is required and delivering a step change
in operational and service performance.
We are in a strong position to improve
and grow the business, putting it on
a sustainable growth footing through
our market-leading offering together
with operational and efficiency
improvements. Given our strong order
book and pipeline, coupled with
positive business improvement actions,
we expect to make good constant
currency progress in the full year
ending March 2025.
RICHARD TYSON
Chief Executive Officer
10 June 2024
Richard Tyson with colleagues in Shanghai (top left) and Belfast (above right); Richard and his Board colleagues also met apprentices on the site
visit to Severn Beach (bottom left).
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REASONS TO INVEST
Our investment case is
centred around the following
key characteristics
Purpose driven, with
differentiated, innovative
technologies providing
high value add to
customers
Leading positions in
attractive structural
growth markets
Purpose and impact
commitments key to
attracting high-quality
talent and customers
which are creating a
more sustainable planet
• Clear purpose to accelerate the
breakthroughs that create a brighter
future for our world is well aligned
with global mega trends.
• Competitive advantage built on
60-year brand heritage and broad
technology base spanning all
scientific disciplines, placing Oxford
Instruments in a unique position
to anticipate global drivers and
connect academic and commercial
customers, acting as a catalyst that
powers real world progress.
• Value-add products and services
accelerating customers’ progress
across the technology development
and production cycle.
• Leadership in specialist
technologies and embedded
positions across three primary end
markets with long-term structural
growth drivers: materials analysis,
semiconductors, and healthcare
& life science (together, c.90%
ofrevenues).
• Diverse commercial and academic
customer base spanning the world’s
leading companies and scientific
research communities, primarily
across Asia, North America
andEurope.
• Strong attraction and retention
of outstanding people with deep
expertise, and a highly experienced
management team, reflect our
compelling purpose and ongoing
investment in talent.
• Technologies critical to customer
efforts to optimise the use of
resources, advance the green
transition, develop drug delivery,
and sustainably power an
increasingly digital world.
• Building on our strong responsible
business foundations through
six initiatives: progress to net
zero (Scopes 1 and 2 by 2030;
Scope 3 by 2045); environmental
impact; operating responsibly;
sustainable product stewardship;
inclusive culture; and community
andconnection.
See Operations Review /
Pages 26 to 33
See Sustainability Report /
Pages 34 to 57
See CEO Review /
Pages 10 to 15
Oxford Instruments plc
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Track record of delivery,
driving returns
Clear opportunities to
accelerate growth and
enhance margins
Strong balance sheet
and attractive financial
profile supporting
investment in growth
• Revenue CAGR of 8.4% over the
last five years, supporting strong
2023/24 ROCE of 29.1% and a
progressive dividend, with growth
of 6.7% in 2023/24.
• Complemented by value-accretive
acquisitions; most recently, WITec
and First Light Imaging.
• Strong order book and pipeline
provide a positive underpin for
continued growth.
• Attractive opportunities to
accelerate growth through existing
product portfolio, new product
pipeline, servicing offer, and
selective M&A.
• Margin enhancement opportunities
through operational and supply
chain optimisation, synergies
across the Group and enhanced
customerexperience.
• High margin and cash generative
with a strong balance sheet with
significant net cash.
• Well positioned to invest in
expanding operational capacity and
infrastructure (recent investments
in state-of-the-art facilities in
Bristol and Belfast), new product
development (8–9% of revenue
annually), and selected acquisitions.
See CEO Review /
Pages 10 to 15
See Finance Review /
Pages 58 to 69
See Finance Review /
Pages 58 to 69
Our leading technology and customer-centric, market-focused
strategyprovide a strong platform from which to deliver sustainable
growth, margin expansion and enhanced shareholder returns.
17Governance Financial StatementsStrategic ReportOverview
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OUR BUSINESS MODEL
Helping to create a
more sustainable future
Driven by our purpose
To accelerate the
breakthroughs that
create a brighter future
for our world.
Impacted by:
Our stakeholders
Engagement with our stakeholders allows us to grow
and execute our strategy, so we consider the impact we
have on them, as well as what they consider important,
when developing our plans for long-term success.
Our markets
The health and resilience of our chosen end markets
has played a critical role in our strong performance.
We believe our strong position in these end markets,
along with their structural growth drivers, will continue
to create value for our customers and present significant
opportunities for sustainable economic growth.
Our management of risk
The identification and evaluation of emerging risks
is derived from the Group’s quarterly risk reporting
framework. Any new risks reported by the business
units are specifically identified and discussed as part
of this process, with a formal review of emerging risks
at the year end.
How we add value
Our technology and scientific expertise
enable our customers to discover and
bring to market exciting new advances
that drive human progress.
Our core activities
Fundamental research
We develop tools and systems that enable
academic researchers and scientists to make
new breakthroughs.
Find out more / Pages 26 to 33
Production and testing
Our products support today’s manufacturing
challenges and increase productivity.
Find out more / Pages 26 to 33
Applied R&D
Our key enabling technologies and solutions
cut the time needed to go from discovery to
real world progress.
Find out more / Pages 26 to 33
Underpinned by strong demand for our products and services:
Technology leadership in
three end markets with
sustainable, structural
growth drivers
Customers across
academic (55%) and
commercial (45%) markets
Global demand with strong
positions across Asia (47%
of revenue), North America
(26% of revenue) and
Europe (25% of revenue)
Oxford Instruments plc
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Find out more / Pages 27 to 29
Find out more / Pages 30 to 32
Find out more / Page 33
How we invest our capital:
Organic cash investment
with R&D of £39.2m and
capital expenditure
of£27.0m
Shareholder distributions
with full-year dividend
payments of £11.4m
Balance sheet flexibility
for inorganic opportunities
with net cash of £83.8m
Our operations Outcomes
Driven by our
strategic objectives
Supported by
our sectors
Revenue
£470.4m
+9.8% at constant currency
Return on capital
employed
29.1%
Adjusted operating profit
£80.3m
+3.7% at constant currency
Adjusted EPS
109.0p
(3.3%)
01. Deliver strong growth through
‘customer first’ ways of working
Find out more / Pages 10 to 15
02. Deliver a step change in
operational performance
(delivery, quality, efficiency)
Find out more / Pages 10 to 15
03. Simplify the organisation,
increasing collaboration
and accountability
Find out more / Pages 10 to 15
04. Continue to invest in new
technology and products,
protecting and enhancing
our core strengths
Find out more / Pages 10 to 15
05. Embed our values and ways
of working so that they are
lived every day
Find out more / Pages 51 to 55
Materials &
Characterisation
Research
& Discovery
Service &
Healthcare
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ENGAGING WITH OUR STAKEHOLDERS
As a customer-focused,
market-driven business,
our stakeholders are at the
heart of everything we do
In November 2023 we were delighted to open
our new Materials Innovation Centre at our High
Wycombe manufacturing site. We welcomed
local community representatives and leading
experts from academia and industry, many of
whom are customers of Oxford Instruments,
to see demonstrations of our state-of-the-art
materials analysis techniques and explore our
manufacturing facility.
The Centre brings together products and
software from across the Group, serving
as a platform to showcase our analytical
instrumentation and provide training by our
technique experts. It also acts as a collaborative
hub, enabling invited scientists and researchers
to access both the technology and expertise
housed at the Centre.
Images above show the Materials Innovation Centre launch
event at High Wycombe in November 2023
“ We’re very proud of the InnovationCentre. With
this exceptionally well-equipped facility, we can
now offer demonstrations of the technologies
from all our Materials Analysis businesses in one
space. This gives an excellent experience to our
customers and allows us to evidence how our
product suite can address multipleneeds.”
MATT HISCOCK
Head of Product Science, Materials Analysis
Oxford Instruments plc
Annual Report 2024
20
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Contents Generation – Section Contents Generation – Sub PageEngaging with our stakeholders

Promoting the success of the company
for the benefit of all stakeholders
Engagement with our stakeholders allows us to grow and
execute our strategy, so we consider the impact we have
on them as well as what they consider important when
developing our plans for long-term success. We use a range
of engagement mechanisms to understand and consider our
stakeholders’ views. In some cases, the Board engages directly
with stakeholders, but there is also significant engagement by
senior management and throughout the company.
The Board receives reports and updates on such
engagement and the views and feedback gathered
from stakeholders are used to inform discussion and
decision-making.
See pages 90 to 95 for details of how we engage with our
stakeholders and page 96 for our statement in accordance
with Section 172(1) of the Companies Act 2006.
Suppliers
Our supply chain plays a vital role
in supporting sustainable growth
and efficiency across the business.
Local communities
We strive to support the
development of stronger
communities and have a positive
environmental and social impact.
Society
Our technology and scientific
expertise enables our customers
to discover and bring to market
exciting new advances that drive
human progress.
Customers
Customer intimacy helps us to
identify additional opportunities
to deliver increased value to our
customers, as we strive to be
the scientific instrumentation
partner in every significant lab and
production facility across theworld.
Employees
By working together as one team,
we help and trust each other to
succeed. We nurture our people,
celebrate their successes and
support them to grow.
Shareholders
Delivering strong growth and
shareholder returns promotes the
long-term sustainable success of
the company.
Read about how the Board engages with our stakeholders in the Governance section / Pages 90 to 96
21Governance Financial StatementsStrategic ReportOverview
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OUR STRATEGY
Our purpose:
To accelerate the
breakthroughs that create a
brighter future for our world.
Our opportunity:
Oxford Instruments holds a unique
position to anticipate global drivers and
connect academic and commercial
researchers, acting as acatalyst that
powers real world progress.
Our strategic priorities
• Deliver strong growth through
‘customer first’ ways of working.
•
Deliver a step change in operational
performance (delivery, quality, efficiency).
•
Simplify the organisation, increasing
collaboration and accountability.
•
Continue to invest in new technology and
products, protecting and enhancing our
core strengths.
•
Embed our values and ways of working so
that they are lived every day.
• Reach net zero in our own operations by
2030 and contribute to global sustainability
through our products.
Our strategy is set out in detail in the Chief Executive Officer’s Review,
pages 10 to 15
Oxford Instruments plc
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Contents Generation – Section Contents Generation – Sub PageOur strategy

How we’ll deliver
• Create a new divisional structure, supported by a simplified customer-
facing regional structure, to drive efficiencies and operational gearing,
and provide greater transparency.
•
Target our action plans by division, addressing the different needs
and opportunities in each.
• Develop our service propositions to better serve customers and maximise
whole life revenue.
• Reconfigure production areas, design more efficient production
processes and upskill colleagues to increase capacity and productivity.
• Drive value engineering opportunities while delivering against
customer needs.
• Focus R&D investment on customer-oriented clear growth opportunities
in our core markets – materials analysis, semiconductors, and healthcare
& life science.
Key medium-term
performance indicators
Enhance growth,
margins and returns:
• Organic growth
CAGR 5–8%.
• Adjusted operating
profit margin 20%+.
•
Return on capital
employed > 29%.
• Cash conversion > 85%.
• Selective acquisitions.
Our ways of working
• We start with the customer.
• We succeed by being focused.
•
We make and keep our promises.
• We work together as one team.
• We help and trust each other to succeed.
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5.8%
(3.3)%
29.1%
64%
17. 1%
15.3%
20.0%
34.7%
84%
18.1%
21.1%
19.5%
35.2%
88%
18.1%
23/24
23/24
23/24
23/24
23/24
22/23
22/23
22/23
22/23
22/23
21/22
21/22
21/22
21/22
21/22
Cash flow conversion (%)*
64%
Revenue growth (%)
5.8%
Adjusted operating profit margin (%)
17.1%
Adjusted earnings per share (EPS) growth (%)
(3.3)%
Return on capital employed (ROCE) (%)
29.1%
KEY PERFORMANCE INDICATORS
The Group uses a range of
measures to monitor progress
against its strategic plans
Financial KPIs
Why we measure: To drive profitable, sustainable growth
through the implementation of our strategy against its
strategicplans.
Why we measure: To achieve long-term growth in EPS.
Why we measure: To deliver ROCE in excess of our
cost of capital.
Why we measure: To maintain a strong operating cash
conversion ratio and high level of free cash flow.
Why we measure: To assess progress towards our target
of 20%+ adjusted operating profit margin.
Measuring our performance
Our goal through our financial KPIs is to deliver shareholder returns through profitable, sustainable
growth and strong cash conversion and efficient use of capital. The Group uses a range of measures
to monitor progress against its strategic plans. The key performance indicators are presented here.
* Normalised.
Oxford Instruments plc
Annual Report 2024
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Contents Generation – Section Contents Generation – Sub PageKey performance indicators

78% 0
77% 1
78% 0
23/24 2023
22/23 2022
20/21** 2021
8.3% 1.52
8.6% 1.57
7.8% 1.55
23/24 23/24
22/23 22/23
21/22 21/22
2,786 5.92
1,378 3.75
1,316* 2.89*
23/24 23/24
22/23 22/23
21/22 21/22
Investment in R&D (%)
8.3%
Value added (#)
1.52
Absolute carbon emissions (Scope 1 and 2) tCO
2
e
2,786
Carbon emissions intensity (tCO
2
e per £m revenue)
5.92
Employee engagement (%)
78%
Serious injuries (#)
0
What we measure: Engagement across a number of areas
forfeelings of inclusion, value and respect.
Why we measure: Regular surveys to measure employee
engagement and identify areas of focus. This measure began
in 2019.
What we measure: Rate of serious injuries to employees
forongoing businesses.
Why we measure: To measure the impact of our safety
drive,Push for Zero, to reduce accidents.
Serious injuries are defined as those which are reportable
under RIDDOR (Reporting of Injuries, Diseases and
DangerousOccurrences Regulation) and are measured as
anabsolute number.
Non-financial KPIs
Strategic KPIs
What we measure: Investment in R&D as a percentage of
revenue. We previously measured the proportion of revenue
coming from products launched in the previous three years,
which was 25% in 2023/24.
Why we measure: To measure the effectiveness of our R&D
programmes.
What we measure: What we measure: Carbon emissions from
our own operations, Scope 1 and 2, measured using the Green
House Gas Protocol methodology.
Why we measure: To track our progress towards our Scope 1
and 2 2030 net zero target.
What we measure: ‘Value add’ – (adjusted operating profit
+employment costs)/employment costs.
Why we measure: To measure efficiency.
What we measure: Carbon intensity = Absolute carbon
emissions/Revenue.
Why we measure: To track our progress towards our Scope 1
and 2 2030 net zero target.
* Adjusted figure following rebaselining in 2023/24; please see
pages 35 to 39.
** Prior to 2022, full surveys were carried out every two years.
25Governance Financial StatementsStrategic ReportOverview
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Revenue
£470.4m
OPERATIONS REVIEW
A
robust performance
The Group performed well in the year, delivering strong revenue growth, and
operating profit 3.7% ahead of last year at constant currency. Reported adjusted
operating margin of 17.1% (2023: 18.1%) was behind the previous year as a result of
trading losses attributable to prior year orders to China removed from the orderbook
due to export licence restrictions, where long customer lead times meant that these
could not be replaced with short-term revenue. In addition, we have continued to
invest in capability and systems across the business. With underlying book-to-bill
at1.03, orderbook levels provide good visibility for the year ahead.
Orders
Orders intake of £459.1m (2023: £511.6m) was 2.5%
below a strong comparator on a constant currency
basis, and after the removal of £23m cancelled prior
year orders to China from our 2024/25 order intake.
Underlying book-to-bill remains positive, at 1.03.
Our strong pipeline across all regions demonstrates
good demand for our products and services.
Revenue
Reported revenue grew by 5.8% to £470.4m
(2023:£444.7m), representing growth of 9.8% at
constant currency. At constant currency, there was
growth of 11.4% in Materials & Characterisation,
5.7% in Research & Discovery, and 12.6% in Service
& Healthcare.
Profitability
The strong revenue performance, particularly
in the second half of the year, supported full-
year adjusted operating profits of £80.3m (2023:
£80.5m), representing 3.7% growth on a constant
currencybasis.
Group performance
The Operations Review provides performance headlines
at Group level, and updates from each of our three current
segments: Materials & Characterisation, Research &
Discovery, and Services & Healthcare.
As outlined, in the coming months we will move to a new
divisional structure – Imaging & Analysis, and Advanced
Technologies. Indicative and unaudited pro forma numbers
under the proposed structure for the full year are disclosed
in the annual results presentation. Interim reporting in
November will reflect the new structure and will provide
comparators to the current reporting structure.
Revenue split by end market
Materials analysis £201.0m
Semiconductors £126.9m
Healthcare & life science £90.6m
Other £51.9m
End market
% constant
currency
1
growth
vs full year to
31 March 2023
% of Group
revenue
full year to
31 March 2024
Materials analysis 14.4% 43%
Semiconductors 6.9% 27%
Healthcare & life science 10.7% 19%
Other (0.6%) 11%
1. For definition refer to Note on page 2.
Oxford Instruments plc
Annual Report 2024
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Contents Generation – Section Contents Generation – Sub PageOperations review

Materials &
Characterisation
Materials &
Characterisation
revenue
Other
3%
(13%)
1
Materials analysis
52%
+19%
1
Semiconductor
40%
+7%
1
Healthcare & life science
5%
(4%)
1
Key highlights
Full year to
31 March 2024
Full year to
31 March 2023
% reported
growth
% constant
currency
1
growth
Orders £245.3m
2
£272.8m (10.1%) (7.0%)
Revenue £252.2m £234.5m +7.5% +11.4%
Adjusted
3
operating profit £46.4m £40.5m +14.6% +20.2%
Adjusted
3
operating margin 18.4% 17.3%
Statutory operating profit £41.7m £35.7m
Statutory operating margin 16.5% 15.2%
1. For definition refer to Note on page 2.
2. Underlying order growth is adjusted for the impact of prior year China orders removed from current year order
intake due to export licence restrictions.
3. Details of adjusting items can be found in Note 2 to the full-year financial statements, pages 163 to 165.
The Materials & Characterisation sector’s products comprise:
• a range of microscopy and analysis techniques and software to identify
and interpret the properties of materials and samples (Asylum Research,
NanoAnalysis, Magnetic Resonance and WITec, collectively known as
ourMaterials Analysis businesses); and
• advanced etch and deposition systems for compound semiconductor
devices (Plasma Technology).
With a strong focus on accelerating our customers’ applied R&D, our products
and services in this sector enable the development of new devices and next
generation higher performing materials, as well as enhancing productivity in
advanced manufacturing, quality assurance (QA) and quality control (QC).
1. Revenue growth at constant currency.
27Governance Financial StatementsStrategic ReportOverview
Contents Generation – Section Contents Generation – Sub PageMaterials & Characterisation

Materials & Characterisation has
performed strongly, with revenue of
£252.2m (2023: £234.5m), up 11.4%
at constant currency, with a strong
second half weighting, as anticipated.
Growth was driven by investment
from governments and academia
(up 29.9% at constant currency), with
commercial revenue slightly down
year-on-year (-1.7%).
Adjusted operating profit was up
20.2% on the year, at £46.4m (2023:
£40.5m), generating a margin of 18.4%
(2023:17.3%).
Adjusted orders were 7.0% behind
a strong comparator period at
constantcurrency.
Regionally, our footprint is shifting
as we adapt to new geopolitical
dynamics, pivoting to non-sensitive
areas in China, and removing some
orders from the opening order book
due to export licence policy. We have
focused successfully on growing
revenue elsewhere in Asia (most
notably in Korea and Taiwan), in
Europe and in the UK, and on growing
commercial applications such as
battery and materials analysis in
China, which remains an important
market for the businesses in the
Materials & Characterisation segment.
Performance in North America was
behind last year, primarily due to
economic uncertainty and later than
anticipated release of CHIPs Act
funding. Internally, improvements are
required to the organisation capacity
and structure to capitalise on this
important geographical market. A new
leader has been appointed and this
region will be a focus area within our
updated strategy.
Market drivers
and performance
Our key markets in Materials &
Characterisation are materials
analysis (representing 52% of revenue)
and semiconductors (representing
40% ofrevenue).
In materials analysis, revenue was up
19% at constant currency, reflecting
strong demand across a range of
applications.
Our products and services address
the growing structural demand
to understand and improve the
properties of materials across a wide
range of markets. Sustainability is a
key driver of growth, as researchers
in both academic and commercial
settings seek to make better use of
the world’s resources while delivering
advanced capabilities that accelerate
human progress.
Customers are using our equipment
to develop greener alternatives, such
as lighter, stronger steels, superalloys
and low-carbon concrete, and safer,
longer lasting batteries with a lower
carbon footprint.
Our ability to image and analyse
a wide range of materials at the
nanoscale (that is, to billionths of a
metre) enables academic scientists to
drive breakthroughs in understanding.
In the commercial world, we support
the translation of such academic
research into product development
and help manufacturers to address
quality control in production processes.
A good example of this end-to-end
applications journey is our tailored
support at every stage of the battery
life cycle, from helping academic
customers understand how raw
materials perform right through the
R&D process to quality control and
failure analysis. This market continues
to grow at pace, particularly in raw
materials and geology, as customers
invest in critical minerals analysis.
In semiconductor, we have delivered
a strong performance overall, with
constant currency revenue up 7% year
on year.
Our activity in this market is split
between the production of etch and
deposition equipment for the rapidly
growing compound semiconductor
market (representing c.65% of our
exposure) and the provision of imaging
and analysis solutions (c.35%), primarily
into the well-established silicon
semiconductor market.
The drivers for these two distinct
markets differ. Compound
semiconductors present a particularly
exciting market opportunity, with
demand growing by more than 10%
annually. More complex than silicon
semiconductors, they are driving rapid
advances in technology, enabling
the production of higher performing
devices, with lower energy use.
Compound semiconductors are at the
forefront of developments in assisted
and virtual reality, 5G connectivity,
power electronics, optoelectronics
andhyperscale datacentres.
OPERATIONS REVIEW continued
Materials & Characterisation continued
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28
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Our new facility (see below) is
focused entirely on harnessing the
growing compound semiconductor
market, which is not impacted by
the cyclicality typically seen in the
silicon market. We are playing a key
role in all the developments set out
above, right across the life cycle from
early-stage academic R&D to volume
manufacturing, yield and quality
control. A particular area of strength,
and source of pricing power, is our
ability to improve outcomes for the
layers within devices which have the
biggest impact on performance
and yield.
The silicon semiconductor market
is extremely well established, with
silicon devices present in every aspect
of consumer electronics. Here, our
materials analysis business’ imaging
and analysis tools are used to assess
the properties and performance of
devices at the nanoscale, supporting
R&D, quality control and defect
analysis as customers seek to make
ever smaller devices and improve yield.
This drives the remaining 35% of our
semiconductor revenue.
The breadth of our offering, which
supports customers at every stage of
the life cycle, offers some buffer to the
cyclical nature of the silicon market.
There has been robust demand for our
imaging and analysis suite of products
in the year, despite a downturn in
the wider silicon market. As we head
into 2024/25, demand indicators
across all applications are improving.
Several Tier 1 customers have ordered
systems, and the pipeline is strong
across all stages of the life cycle.
Operational developments
This has been a strong year for
Materials & Characterisation.
Our compound semiconductor
business has successfully transitioned
production to a new facility at Severn
Beach, near Bristol. The new site triples
production capacity and will more than
double clean room laboratory space,
taking us to world-class levels of
compound semiconductor processing
ability. The benefits of operating
from the new facility, with its much-
improved layout and process flow
versus the legacy site, contributed
to a strong second half performance
and double-digit revenue growth for
the year.
In parallel with the site move, the
business has focused on streamlining
both product ranges and target
markets to support efficiency and
future growth. A notable success in the
year has been the launch of a new,
faster atomic layer deposition system.
A further operational development
has been on repositioning our regional
focus as we pivot to less sensitive
applications within China and grow our
business elsewhere. We have delivered
strong double-digit order growth in
Europe, Asia Pacific and Japan, while
China remains an important market
with a healthy pipeline.
Our materials analysis businesses
have generated double-digit
revenue growth as they continue
to maximise synergies and cross-
selling opportunities in areas
such as battery research and
semiconductorapplications.
Two new materials analysis
innovation centres were launched
in High Wycombe, in the UK, and
Tokyo, joining existing centres in
China, the US, France and Germany,
and strengthening our ability to
demonstrate the breadth of our
product ranges to customers.
Alongside maximising synergies
between businesses, we have also
focused on extending sales from
academic into commercial customers.
A notable example is in electron
backscatter diffraction microscopy
(EBSD), which we are successfully
transitioning from a purely academic
technique to one used by major Tier 1
commercial semiconductor customers.
Key developments in R&D include the
launch of:
• Unity, a new detector for scanning
electron microscopes (SEM) which
combines backscattered electron
and X-ray signals for the first time
to deliver high resolution colour
images at ‘live’ speed;
• Vero, a new atomic force
microscope which enables more
accurate and repeatable results;
and
• a bespoke Raman microscope to
target the semiconductor market.
We were delighted that our track
record for innovation was recognised
with the King’s Award for Enterprise:
Innovation for our Symmetry detector,
which enables material properties to
be studied at the nanoscale.
29Governance Financial StatementsStrategic ReportOverview
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Research
& Discovery
Key highlights
Full year to
31 March 2024
Full year to
31 March 2023
% reported
growth
% constant
currency
1
growth
Orders £158.4m
2
£160.4m (1.2%) (1.9%)
Revenue £142.1m £139.4m +1.9% +5.7%
Adjusted
3
operating profit £13.6m £18.0m (24.4%) (26.1%)
Adjusted
3
operating margin 9.6% 12.9%
Statutory operating profit £9.4m £11.3m
Statutory operating margin 6.6% 8.1%
1. For definition refer to Note on page 2.
2. Underlying order growth is adjusted for the impact of prior year China orders removed from current year orderbook
due to export licence restrictions.
3. Details of adjusting items can be found in Note 2 to the full-year financial statements, pages 163 to 165.
The Research & Discovery sector’s products comprise:
• scientific cameras, microscopy and accompanying software (Andor);
• cryogenic and superconducting magnet technology (NanoScience); and
• X-ray tubes for a wide range of applications (X-Ray Technology).
This product portfolio enables our customers to capture imaging and analytical
measurements down to the atomic and molecular level, as well as to create ultra-
low temperature and high magnetic field environments. Products from Research
& Discovery are used in scientific research, applied R&D, and commercial
environments across a wide range of fields, from accelerating developments
in healthcare, life science and material science to facilitating the growing
commercialisation of quantum technology.
OPERATIONS REVIEW continued
Other
27%
+4%
1
Materials analysis
32%
+1%
1
Semiconductor &
communications
3%
+13%
1
Healthcare & life science
38%
+10%
1
1. Revenue growth at constant currency.
Research
& Discovery
revenue
Oxford Instruments plc
Annual Report 2024
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Contents Generation – Section Contents Generation – Sub PageResearch & Discovery

With £142.1m of revenue (2023: £139.4m),
Research & Discovery has delivered
constant currency growth of 5.7%,
primarily driven by academic funding
into scientific cameras and microscopy.
The sector’s performance has been
adversely impacted by the removal of
orders to China from the order book as
we proactively pivot away from sensitive
areas (notably quantum), impacting
revenue and resulting in a trading loss
for the quantum business. This impact,
together with lower OEM life science
orders, inflationary material costs and
our ongoing investment to support future
growth, has resulted in a 24.4% reduction
in adjusted operating profit, with
margin 330bps behind last year. Orders
were down 1.9% at constant currency,
excluding the impact of unfulfilled
Chinese orders. This reflects a strong
underlying demand amidst a period of
transition as we rebalance our regional
presence, moving away from restricted
markets within China and growing our
business elsewhere. Constant currency
order growth of 21.7% in Europe has
partially offset the reduction in China
orders, and reflects our increased
marketing activity in this region. North
America orders were slightly down on
the year (-2.4% at constant currency)
due to economic uncertainty. Internally,
improvements are required to the
organisation capacity and structure to
capitalise on this important geographical
market. A new leader has been
appointed and this region will be a key
focus within our updated strategy.
Market drivers
and performance
The primary markets served by
Research & Discovery are healthcare
& life science (38% of revenue) and
materials analysis (32%). Quantum
constituted 18% of revenue in the year.
In healthcare & life science revenue
grew by 10% at constant currency,
with strong sales of our confocal
microscope systems and Imaris
software. OEM orders and revenue
were down year-on-year, reflecting
wider destocking dynamics as
customers consume inventory built
up during supply chain shortages. We
anticipate a stronger performance
in 24/25 as OEMs restock, and with
BC43 beginning to be deployed in
OEM assemblies, such as in the cancer
diagnostics market.
In this market, our equipment and
software have a key role to play
in accelerating progress towards
a healthier society, as academic
researchers, scientists and
pharmaceutical companies seek to
address the challenges of a growing
and ageing population and develop
new and increasingly personalised
treatments and vaccines. Our
advanced imaging systems, including
scientific cameras and microscopes,
support these developments by
helping to reveal sub-cellular detail
and observe real-time interactions.
In materials analysis, revenue was
broadly flat year-on-year; however,
orders have grown by 12% at constant
currency, reflecting strong and
growingdemand.
Demand is underpinned by
performance and sustainability drivers
as customers look to develop stronger,
higher performing materials and make
better use of the earth’s resources.
In Research & Discovery, customers
primarily use our equipment to support
their understanding of the properties
of new materials and enhance the
capabilities of existing materials.
In quantum technology, revenue
grew by 5.5% at constant currency.
We are well placed to benefit from
the growing commercialisation of
quantum computing, as it evolves from
a pure research discipline into practical
applications in chemistry, logistics and
finance. The world’s largest technology
companies all have quantum
computing programmes as they
explore the potential of this emerging
discipline, with a plethora of smaller
companies also active in the market.
With our range of products for
quantum extending from compact
refrigerators to large systems for
commercial customers, we are
supporting customers across the
spectrum from pure academic
research to early stage start-ups
and a large technology company.
31Governance Financial StatementsStrategic ReportOverview
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Operational developments
Commitment to delivering a step
change in operational performance is
a key pillar of our strategy, as set out in
the Chief Executive Officer’s Review on
pages 10 to 15. In line with this, a wide-
ranging operational programme has
recently begun in Belfast, which will be
the pilot site, with learnings to be rolled
out to other manufacturing businesses
in priorityorder.
In Belfast, we are also investing
£15m in the purchase and fit out of
an additional building, adjacent to
our current site, to increase capacity
to support demand growth. Plans
are taking shape and the facility
is expected to be operational in
autumn2025.
The acquisition of First Light Imaging
in January 2024 for a consideration
of €15.7m (with a further earn out of
up to €3m if specific performance
conditions are met) will further support
our imaging capabilities. First Light
specialises in high-speed, low-noise
scientific cameras for infrared and
visible imaging, with applications in
astronomy and life sciences, and its
acquisition will enable us to extend
our product line to existing and new
customers, accelerate our R&D
product roadmap and expand into
adjacentmarkets.
In other developments, a framework
order has been received for BC43
into a cancer diagnostics OEM.
Separately, two new models of the
BC43 have been launched, to make
fluorescence, confocal and super
resolution microscopy accessible to a
much wider user base across different
research areas and experience levels.
Significant action is required to restore
profitability at our cryogenics and
magnet business based in Oxford,
following our exit from China for
quantum products, and in order to
address operational challenges. This
year we have focused on restructuring
our cost base, including targeted
headcount reductions.
OPERATIONS REVIEW continued
Research & Discovery continued
Further key developments in this
business include the launch of a new,
smaller cryogenic dilution refrigerator,
Proteox S, ideally suited to small
research laboratories. Alongside
quantum applications, materials
measurement is a core focus area.
We are working in partnership with
Lake Shore Cryotronics to create an
integrated cryomagnetic measurement
system with a broad range of
applications in materials science.
Our X-ray tube business, based in the
US, has delivered double-digit revenue
growth and strong double-digit
ordergrowth.
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32
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The sector has delivered double-digit
constant currency revenue growth;
however, order growth was slower
than the prior year. Latent demand
addressed by the investments made
in recent years has now largely been
fulfilled, and a period of consolidation
and regrouping is under way as
we set ourselves up to deliver an
improved operational performance
from which we can maximise value
potential from service. Operating profit
and margin were down as a result
of the investment we are making
in capabilities and infrastructure in
pursuit of this goal, and the continued
elevated costs for liquid helium
required to support MRI customers in
Japan, as signalled at half year.
Revenue growth to academic
customers has continued in the second
half, as we grow point-of-sales service
contracts for our benchtop systems
and tailored life science packages for
our Imaris imaging software.
Sales to academic customers
account for 53% of revenue in the
year (2023:48%).
Our medium-term goal is to generate a
greater proportion of Oxford Instruments’
revenue from service and deliver
market-leading service performance.
As set out in our strategy, we see
good opportunity to enhance whole-
life service offerings and subsequent
revenue once we strengthen our
regional infrastructure, deliver cross
training and share best practice.
The programmes already under way
provide a good platform from which to
accelerate our growth. These include:
• the implementation of fully
integrated service management
systems, which are nearing
completion, combined with
knowledge management to ensure
that service colleagues have ready
access to the technical information
needed to support customers;
• combining our services workforce in
the regions and cross training them
to make the most of their skills and
talent, and investing in headcount
to ensure maximum customer
coverage; and
• continued growth in remote
connectivity for diagnostics and
problem resolution, and the
provision of integrated connectivity
in our customer solutions and
products: the launch of OI View, a
digital platform which delivers real-
time insights on Oxford Instruments
systems’ health and utilisation to a
customer’s phone, tablet, or PC, was
a notable highlight.
Moving forward, service revenue will be
reported within Imaging & Analysis and
Advanced Technologies, supporting a
fully integrated approach as the whole
organisation aligns around ‘customer-
first’ ways of working.
Service &
Healthcare
Key highlights
Full year to
31 March 2024
Full year to
31 March 2023
% reported
growth
% constant
currency
1
growth
Orders £78.6m £78.4m +0.3% +4.3%
Revenue £76.1m £70.8m +7.5% +12.6%
Adjusted
2
operating profit £20.3m £22.0m (7.7%) (2.3%)
Adjusted
2
operating margin 26.7% 31.1%
Statutory operating profit £20.3m £22.4m
Statutory operating margin 26.7% 31.6%
1. For definition refer to Note on page 2.
2. Details of adjusting items can be found in Note 2 to the full-year financial statements, on pages 163 to 165.
The Service & Healthcare sector comprises the Group’s service and support
related to Oxford Instruments’ own products, and the support and service of
third-party MRI scanners in Japan. We offer tailored support packages for all our
products, delivered by a global network of product experts, application experts
and service engineers, both in person and via digital channels, including online
training, webinars and remote service support.
33Governance Financial StatementsStrategic ReportOverview
Contents Generation – Section Contents Generation – Sub PageService & Healthcare

SUSTAINABILITY
Sustainability is central to Oxford Instruments, with
our purpose, values, strategy and products all aligning
aroundthe positive impact we seek to have
on our planet and the societies in which we operate
Through our products and services,
we are working to accelerate the
breakthroughs that create a brighter
future for our world. And through our
commitment to operating responsibly,
in line with our values, we strive to
operate with the highest standards
and integrity.
We take a holistic approach to
sustainability, ensuring that it
is embedded throughout the
organisation, from our Board-level
Sustainability Committee, joined by
all Board members, to our workforce
around the world. We also seek to
embed principles of sustainability in
our interactions with all stakeholders,
including customers, supply chain
partners and our local communities.
We are committed to building on
past progress and continuing to
challenge ourselves to go further. Our
environmental, social and governance
(ESG) strategy focuses on driving
positive action across the following
areas: progress to net zero and
environmental impact; sustainable
product stewardship; health and
safety; investing in our people; culture
and engagement, ethical business
practices and regulatory financial
compliance. We set out our progress
throughout this section.
Environment
For more information /
Pages 35 to 39
Social
For more information /
Pages 51 to 55
Governance
For more information /
Pages 56 and 57
The United Nations Sustainable Development Goals provide an ambitious and
powerful framework for companies and other organisations to focus their efforts
and commitments. We fully support all 17 goals, but have focused our efforts
around those goals where we feel most able to have a positive impact.
Our products contribute toward the following goals:
The way we run our business and the actions we take throughout
our value chain support the following goals:
Introduction
We are committed to advancing our
positive progress on sustainability
each year. This year we have set a
new level of ambition, accelerating
our emissions reduction targets to
reach net zero in Scopes 1 and 2 by
2030. We have also strengthened
and re-baselined our data across
Scopes 1, 2 and 3, providing a robust
foundation from which to address our
newly strengthened net zero targets.
Our next steps include setting out the
detail of our net zero roadmap and
developing interim Scope 3 targets.
Once complete, we will submit our
overall carbon reduction targets to
the Science Based Targets initiative
(SBTi) to be validated. See opposite
for moredetail.
We were pleased to report a strong
health and safety performance, with
no serious accidents in the year,
and a continued reduction in minor
injuries. We have strengthened our
reporting framework to support
continuing reductions. Notable
highlights of our social programme
have included:
• the development and launch
of our equity, diversity and
inclusion policy;
• the publication of our first ethnicity
pay gap reporting in the UK; and
• the launch of new employee
impact groups focused on
neurodiversity and women’s issues.
Our colleagues have completed
almost 14,000 training courses
and we have launched a new
Foundations programme to support
high-potential colleagues in their
early career. We continue to extend
both the number of participants and
the range of opportunities offered
in our apprenticeship and graduate
programmes. On Governance, we
have continued to embed responsible
practices throughout our global
operations and supply chain, driving
employee awareness through training
and regular communications. For
more on our people and governance-
centred initiatives, see pages 51 to 57.
Remuneration structures are a key
tool to drive sustainability-focused
behaviours and positive impacts.
This year, we have introduced new
sustainability-related performance
measures for Executive Directors.
For further information, see the
Directors’ Remuneration Report
on pages 120 to 143.
Oxford Instruments plc
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Contents Generation – Section Contents Generation – Sub PageSustainability

SUSTAINABILITY: ENVIRONMENT
Strategy and targets
As a Group we have been proactively
reducing our own environmental
footprint over many years. We
embarked on our environmental
journey in the early 2000s, with the
creation of our first employee-led Go
Green teams; since then, we have
dramatically reduced our carbon
footprint, leaving only a relatively small
footprint in our own operations.
In FY22/23 we set near-term targets of a
50% reduction in Scope 1 emissions and
a 70% reduction in Scope 2 emissions,
both calculated versus our FY18/19
baseline year, and set to be achieved
by 2030. As the understanding of our
emissions has evolved, we have taken
the decision to redefine our baseline
year as FY22/23. The data for this year
is more mature and robust than in
previous years, putting us on a stronger
position to enact positive change in the
most relevant areas of the business.
We are proud of the role our products play in supporting
decarbonisation, and we are committed to continuing
to minimise our ownenvironmental footprint
As set out opposite, following
this rebaselining, the Board and
Management Board have made the
decision to accelerate our near-term
emissions reduction targets. We
have now set the target to reach net
zero (where we add no incremental
greenhouse gases to the atmosphere)
across our own operations (Scopes
1 and 2) by 2030. In addition to
these targets, we remain committed
to delivering net zero emissions
across Scopes 1, 2 and 3 by 2045,
putting us five years ahead of the UK
Government’s commitment.
With the work undertaken to reassess
our baseline year, we took the decision
to delay setting near-term 2030 targets
for our Scope 3 emissions. Work has
been progressing to refine and improve
our data collection techniques and
near-term targets will be set in FY24/25.
We intend that all our targets will align
with, or exceed, the SBTi framework.
Once set, the near- and long-term
targets will be sent for validation to
SBTi. Through this process we have
been incorporating sustainability
considerations into our new product
development stage gate process, to
ensure the ongoing reduction of our
products’ carbon footprint through
energy use, packaging and distribution,
as well as increased recyclability
andupgradability.
Today, our market-based carbon
intensity metric for Scopes 1 and 2
stands at 5.92 tonnes CO
2
e per £million
revenue. This is an increase from 2.96
tonnes per £million revenue in FY22/23,
primarily caused by temporarily losing
access to REGO-certified renewable
electricity, as described later in
thissection.
Go Green is a long-standing employee-led initiative,
set up originally at our four UK manufacturing
sites to help promote environmental sustainability.
The scheme has been extended this year to cover
all our major sites internationally with the goal of
improving environmental performance and helping
the Group to hit its accelerated net zero targets. A
total of 14 highly engaged teams have now been
set up, covering 24 sites. As well as delivering
self-guided projects, teams have been given a
workbook of suggested projects to work through,
covering topics such as energy, waste, water and
travel. Along with helping to identify larger site
infrastructure projects, Go Green teams are driving
behaviour change projects, helping to educate
colleagues Group-wide to make environmentally
conscious decisions.
Go Green Teams
CASE STUDY
35Governance Financial StatementsStrategic ReportOverview
Contents Generation – Section Sustainability: Environment

Our roadmap to net zero
We have been making significant
progress towards achieving net zero
across our operations. This has been
strengthened this year by announcing
our accelerated target to be net zero
in our own operations, that is Scope 1
and 2, by 2030. This ambitious target
will help us to drive positive change
within the business over the coming
years. In addition to this work, we will
also be working to reduce our Scope
3 emissions to ensure we hit our 2045
net zero target across all Scope 1, 2
and 3 emissions. The steps we will take
between now and 2045 include:
• developing a transition plan during
FY24/25 to map our pathway to
netzero;
• ensuring that all of our sales,
service and manufacturing
operations, wherever possible, are
powered by electricity backed by
renewable energy certificates, e.g.
Renewable Energy Guarantee of
Origin (REGO) scheme in the UK.
Where this is not achievable we will
look to move from current sites as
leases come up for renewal;
• prioritising positive environmental
attributes when we are looking
for new sales, services or
manufacturing facilities;
• looking for opportunities to reduce
energy usage at each of our sites.
We will continue to use and invest in
energy-efficient equipment to help
reduce the quantity of energy we
purchase;
• early replacement of gas and oil
boilers (with the Board setting a
target to replace boilers at two UK
sites in the next three years (see
page 143));
• switching fleet vehicles to electric
rather than internal combustion
engines; and
• engaging with our supply
chain to understand their
decarbonisationstrategy.
SUSTAINABILITY: ENVIRONMENT continued
Streamlined Energy and
Carbon Reporting (SECR)
We have outlined our emissions and
energy usage across the whole Group,
accounting for all Oxford Instrument
sites. Absolute location-based Scope
1 and 2 emissions increased by 11.6%
as a result of a full year reporting at
our new Severn Beach site, in addition
to increased electricity usage at
some of our sites across Asia. Scope 1
emissions have reduced by 35% due to
reduced company car and fleet usage.
Scope 2 market-based emissions have
increased significantly due to supply
issues with our renewable energy
certificates at the majority of UK sites
this year. Our previous electricity
supplier is exiting the industrial sector,
and as it pulled back from the market,
it dropped certain services, such as
providing REGO-certified electricity. In
response, we negotiated an early exit
to our contract and have contracted
with a new supplier that can provide
REGO-certified electricity long term.
Due to the time taken to negotiate and
set up these new contracts, six months
of electricity was supplied to some UK
sites that was not REGO backed. The
target to have 100% of UK sites using
renewable electricity by April 2024 has
now been met.
Progress has been made on moving
global sites to use renewable
electricity. The new office in Tokyo
consolidated two sites and added
solar power, water-conservation and
energy-saving measures, as well as
having been constructed in part from
recycled materials. The new site is
a 4-star certified DBJ (Development
Bank of Japan) green building. We
also have an ongoing programme to
improve energy efficiency at existing
sites. Actions taken during the year
have included continuing to replace
fluorescent lighting with LED lighting,
and optimising heating, ventilation and
air-conditioning systems to make them
more energy efficient.
In the near term, we will continue
to purchase renewable energy
certificates to reduce our market-
based Scope 2 emissions. In the
longer term we will explore further
development of onsite generation
and power purchase agreements
(PPAs) and pursue energy efficiency
opportunities.
We report our emissions and energy
intensity as tonnes CO
2
e/£m revenue
and kWh/£m revenue. Emissions
intensity has increased 5.5% this
year, while energy intensity has
increased3.6%.
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GHG emissions (tCO
2
e)
2024 2023
UK
Global
(exc. UK)
Group
total UK
Global
(exc. UK)
Group
total
Scope 1 fugitive emissions (tCO
2
e) 1 1 2 – 49 49
Scope 1 combustion emissions (tCO
2
e) 372 51 423 571 41 612
Total scope 1 (tCO
2
e) 373 52 425 571 89 660
Scope 2 location-based (tCO
2
e) 2,315 803 3,118 1,874 641 2,515
Scope 2 market-based (tCO
2
e) 1,715 647 2,362 – 656 656
Total Scope 1 + 2 location-based (tCO
2
e) 2,688 855 3,543 2,445 730 3,175
Total Scope 1 + 2 market-based (tCO
2
e) 2,088 699 2,786 571 745 1,316
Upstream Scope 3 (tCO
2
e) – – 64,857 – – 59,199
Downstream Scope 3 (tCO
2
e) – – 31,371 – – 29,853
Total Scope 3 (tCO
2
e) – – 96,228 – – 89,052
Total Scope 1, 2 & 3 location-based (tCO
2
e) – – 99,771 – – 92,227
Total Scope 1, 2 & 3 market-based (tCO
2
e) – – 99,014 – – 90,368
Scope 1 + 2 location based GHG emissions
intensity ratio (per Group turnover) £m – – 7. 53 – – 7.14
Energy consumption (kWh)
Total renewable fuels consumption (kWh) 0 0 0 0 0 0
Liquid fuel (diesel, petrol, fuel oil) 662,253 12,706 674,959 1,388,935 – 1,388,935
Gaseous fuel (natural gas) 1,091,919 261,036 1,352,955 1,240,159 223,210 1,463,369
Total non-renewable fuels consumption (kWh) 1,754,172 273,742 2 ,027,914 2,629,094 223,210 2,852,304
Total fuels consumption (kWh) 1,754,172 273,742 2 ,027,914 2,629,094 223,210 2,852,304
Consumption of purchased or acquired
electricity renewable (kWh) 6,485,154 395,202 6,880,356 9,689,500 64,317 9,753,817
Consumption of purchased or acquired
electricity non-renewable (kWh) 4,695,603 1,893,110 6,588,713 – 1,843,949 1,843,949
Consumption of self-generated non-fuel
renewable energy (solar) (kWh) – 255,139 255,139 – – –
Total electricity consumption (kWh) 11,180,757 2,543,450 13,724,207 9,689,500 1,908,266 11,597,766
Consumption of purchased or acquired heating,
steam and cooling non-renewable (kWh) – 252,243 252,243 – 153,520 153,520
Consumption of purchased or acquired heating,
steam and cooling renewable (kWh) – 64,967 64,967 – 66,852 66,852
Total renewable energy consumption (kWh) 6,485,154 715,307 7,200,461 9,689,500 131,169 9,820,669
Total non-renewable energy consumption (kWh) 6,449,775 2,419,094 8,868,869 2,629,094 2,220,679 4,849,773
Total energy consumption (kWh) 12,934,929 3,134,402 16,069,330 12,318,594 2,351,848 14,670,442
% renewable electricity from total electricity 58% 16% 50% 100% 3% 84%
Energy Intensity ratio (per Group turnover) £m – – 34,161 – – 32,990
1. This section has been prepared for the reporting period of 1 April 2023 to 31 March 2024. We report on all of the material emission sources in
line with an operational control approach method, as required in Part 7 under the Companies Act 2006 (Strategic Report and Directors’ Reports)
Regulations 2013 and under the UK’s Streamlined Energy and Carbon Reporting (SECR) requirements.
Our energy consumption and emissions data is reported in accordance with the reporting requirements of the Greenhouse Gas Protocol (‘GHG
Protocol’), Revised Edition and the Environmental Reporting Guidelines, including the SECR guidance dated March 2019. The GHG Protocol
standard covers the accounting and reporting of seven greenhouse gases (GHGs) covered by the Kyoto Protocol.
We report on Scopes 1 and 2 GHG emissions, as well as select Scope 3 emissions, providing a detailed breakdown of the Group’s emissions by type
and intensity measurement.
In our calculations, we have taken into account instances where sites generate their own renewable electricity or purchase electricity backed
by contractual instruments, such as Renewable Energy Guarantee Origin (REGO). Consistent with the Greenhouse Gas Protocol, we regularly
review our reporting procedures in response to changes in business structure, calculation methodologies, and data accuracy and availability.
Consequently, we have restated our Scope 1 and 2 2023 emissions data to reflect updated emissions factors and data availability.
For Scope 1 emissions, we have utilised emission factors from the UK Government’s GHG Conversion Factors for Company Reporting 2023
(provided by the Department for Environment, Food and Rural Affairs (DEFRA)). Scope 2 emissions, calculated using the GHG Protocol location-
based method, have been determined using country-specific emission factors from the International Energy Agency (IEA) and DEFRA for UK sites.
For Scope 2 emissions calculated using the GHG Protocol market-based method, we have used residual mix emission factors from the Association
of Issuing Bodies (AIB) 2022 where applicable. In cases where residual mix emission factors were not available, we employed country-specific
emission factors from the International Energy Agency (IEA) in accordance with GHG Protocol guidelines.
37Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: ENVIRONMENT continued
Category Description Status
FY23/24 Scope 3
emissions (tCO
2
e)
FY22/23 Scope 3
emissions (tCO
2
e)
1
Purchased goods and services Relevant, calculated 55,029 50,505
2
Capital goods Relevant, included in category 1 – –
3
Fuel- & energy-related activities Relevant, calculated 395 296
4
Upstream transportation and distribution Relevant, calculated 3,150 4,327
5
Waste generated in operations Relevant, calculated 13 11
6
Business travel Relevant, calculated 4,825 2,704
7
Employee commuting Relevant, calculated 1,445 1,353
8
Upstream leased assets Not relevant, not applicable – –
Upstream emissions 64,857 59,199
9
Downstream transportation and distribution Relevant, calculated 326 314
10
Processing of sold products Not relevant, not applicable – –
11
Use of sold products Relevant, calculated 31,034 29,529
12
End-of-life treatment of sold products Relevant, calculated 11 11
13
Downstream leased assets Not relevant, not applicable – –
14
Franchises Not relevant, not applicable – –
15
Investments Not relevant, not applicable – –
Downstream emissions 31,371 29,853
Total Scope 3 96,228 89,052
Scope 3 emissions
During the year we re-calculated
our Scope 3 emissions using data
from FY22/23 and then updated our
footprint for this year. Our evaluation
confirmed that our value chain
emissions are significantly greater than
our operational carbon footprint, with
our Scope 3 emissions accounting for
97.2% of our total emissions.
We calculated all applicable Scope
3 categories for our carbon footprint,
with five categories not applicable
to our business. In line with the
Greenhouse Gas Protocol, we continue
to review our reporting in light of
any changes in business structure,
calculation methodology and the
accuracy or availability of data.
Due to recognised inherent
uncertainties in calculating Scope
3, we have adopted a continuous
improvement approach. We will
continue to review our processes and
disclose any restatements in a timely
and transparent manner. Below is a
description of our most material scope
3 categories for our 2023/24 Scope 3
base year footprint.
Purchased goods and services (57.2%
of Scope 3) – We use purchase data by
spend of raw materials, components
and services. As this was our first
evaluation of our purchased goods
and services we have used a ‘spend-
based’ approach which allocates
emissions to an amount spent on
specific commodities. While this
method contains a certain degree of
uncertainty, it provides a view of our
hotspots in our supply chain emissions.
As more granular data becomes
available we will refine this
methodology and look to incorporate
supplier-specific emissions.
Use of sold products (32.3% of Scope
3) – We calculate the lifetime energy
use for representative products of our
key product ranges, using our annual
sales volume, average power use per
product and estimated hours in use
over life. Emissions factors for our key
sales regions are applied to this data.
Upstream transportation and
distribution (3.3% of Scope 3) – All
inbound, intragroup and outbound
logistics paid for by the Group are
mapped against the transportation
mode, weight and distance travelled
to calculate emissions on a well-to-
wheel basis.
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Environmental legislation
As a Group, we are committed to ensuring compliance with all environmental legislation in the countries where we operate.
No environmental fines or penalties have been placed on the Group in the last three years.
Water and waste
Water withdrawal and waste data has been collected across the Group from sites with independent water supplies and
direct control of their waste collection services. This includes all the primary UK manufacturing sites, which account for 83% of
Group revenue.
Some of our operations are in regions with high or extremely high levels of water stress. However, water is not seen as a
material risk due to the low volume we consume. In total the Group recorded 10,553 m
3
of water withdrawal.
UK sites are sending zero waste to landfill; our waste from these sites is either recycled or used to generate electricity at
energy from waste facilities. We are committed to reducing the quantity of hazardous waste we produce.
Total waste – treatment kg % split of waste
Recycled 82,903 38.9%
Landfill 12,656 5.9%
Energy from waste 117,743 55.2%
Total 213,302
Hazardous vs non-hazardous kg % split of waste
Hazardous 615 0.3%
Non-hazardous 212,687 99.7%
Total 213,302
Our Tubney manufacturing site and head office is set in acres of woodland
39Governance Financial StatementsStrategic ReportOverview
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Task Force on Climate-related Financial Disclosures (TCFD)
Statement for the year ended 31 March 2024
Introduction
In tandem with our net zero
commitment, this report addresses
our climate governance and describes
how we integrate climate risks and
opportunities into our risk management,
strategic planning, and decision-
making, in line with our ambition to
achieve net zero emissions across
Scopes 1 and 2 by 2030, and across
Scopes 1, 2 and 3 by 2045.
As a global manufacturer of high-
technology products, mitigating,
adapting and responding to the
impacts of climate change is central to
our strategy, both in terms of how we
operate our business, and in terms of
the key role our products and services
play in the technology pathway to
enable the transition from fossil fuels to
a low-carbon economy. This year we
have updated our climate-related risk
and opportunity assessment, taking
into account their impact under various
timeframes and scenarios to gain a
deeper understanding.
Compliance statement
For clarity around compliance of the
following information with the TCFD
framework, and requirements arising
from Listing Rule 9.8.6R(8), we consider
our disclosure to be consistent with
all TCFD recommendations and
recommended disclosures as detailed
in ‘Recommendations of the Task
Force on Climate-related Financial
Disclosures’ (2017) and the additional
guidance as set out in the 2021 Annex,
‘Implementing the Recommendations
of the Task Force on Climate-related
Financial Disclosures’ and with the
climate-related financial disclosure
requirements under the Companies
(Strategic Report) (Climate-related
Financial Disclosure) Regulations
2022, as shown in the TCFD cross
reference and disclosure consistency
summarybelow.
TCFD pillar Recommended disclosure Disclosure location
Governance: Disclose the
organisation’s governance
around climate-related
risks and opportunities
a. Describe the Board’s oversight of climate-related risks
and opportunities.
Pages 41 and 42
b. Describe management’s role in assessing and managing climate-
related risks and opportunities.
Pages 41 and 42
Strategy: Disclose the
actual and potential
impacts of climate-related
risks and opportunities
on the organisation’s
businesses, strategy, and
financial planning where
such information is material
a. Describe the climate-related risks and opportunities the organisation
has identified over the short, medium, and longterm.
Pages 44 to 49
b. Describe the impact of climate-related risks and opportunities on
theorganisation’s businesses, strategy, and financial planning.
Page 50
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario.
Page 50
Risk management:
Disclose how the
organisation identifies,
assesses, and manages
climate-related risks
a. Describe the organisation’s processes for identifying and assessing
climate-related risks.
Pages 42 and 43
b. Describe the organisation’s processes for managing climate-related
risks.
Page 43
c. Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall
riskmanagement.
Page 43
Metrics and targets:
Disclose the metrics and
targets used to assess
and manage relevant
climate-related risks and
opportunities where such
information is material
a. Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process.
Page 50
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the related risks.
Pages 35 to 39
c. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets.
Pages 35 to 39, 50
SUSTAINABILITY: TCFD STATEMENT
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Remuneration
Committee
Audit and Risk
Committee
Board Sustainability
Committee
Oxford Instruments plc Board
Management
Board
Business unit and
regional leaders
Go Green teams
Management
of climate
risks and
opportunities
Energy
use and
reporting
Target setting
and progress
towards net
zero
Product
design
Supply
chain
Waste
management
Communications
and engagement
Sustainability Leadership Forum
Governance
Board level
The Board of Directors has ultimate
responsibility for the oversight of
climate change-related issues and
is supported by its Committees
(primarily the Sustainability Committee,
the Audit and Risk Committee and
the Remuneration Committee), the
Management Board, the Sustainability
Leadership Forum, and the wider
senior leadership team. Climate
change-related considerations are
embedded throughout our governance
structure, and at every level across
the organisation, as set out in the
graphic and explained in more
detail below. The Board engages
regularly with a range of external
advisers and internal subject matter
experts on environmental legislation,
decarbonisation and climate risk.
Climate-related governance framework
Note to graphic: Arrows indicate two-way transfers of information and guidance between forums.
The Group’s environmental strategy
and the management of climate-
related risks and opportunities is
set and directed by the CEO and
Management Board. Any major capital
expenditure, including climate-related
initiatives such as solar arrays or
energy efficiency upgrades to sites, is
approved by the CEO and CFO and, if
required, the Board.
The Board, through its Sustainability
Committee (comprising all the Non-
Executive Directors), provides oversight
and governance over environmental
strategy, including monitoring progress
to net zero targets through its review
of emissions data, and assessing
how these are being managed. The
Sustainability Committee meets at
least three times a year.
The Audit and Risk Committee provides
oversight and governance in relation
to climate change-related risks and
opportunities, while the Remuneration
Committee is responsible for setting
and overseeing climate change-
related remuneration incentives,
together with any other sustainability-
related incentives. The current climate-
related executive remuneration
objectives can be found on pages 142
and 143. The Sustainability Committee
in turn provides strategic guidance
and oversight to the management-
level Sustainability Leadership Forum
(SLF) primarily through the attendance
of relevant SLF members at the
Committee’s meetings.
41Governance Financial StatementsStrategic ReportOverview
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Management level
The SLF is a cross-functional forum,
chaired by the Chief HR Officer, with
a remit across the full spectrum of
sustainability, including environment,
social and governance. It holds
responsibility for environmental
issues at a management level,
including climate-related risks and
opportunities and the delivery of
the Group’s environmental strategy.
Representatives of the SLF attend
Sustainability Committee as required to
share strategic updates, and seek the
Board’s input on them. The SLF meets
at least quarterly, and is primarily
responsible for detailed development
of strategy, together with the
assessment, management and tactical
delivery of the environmental remit.
Its membership includes functional
heads and subject matter experts,
who lead workstreams on:
• the management of climate risks
and opportunities;
• energy use and reporting;
• development of target setting
andprogress towards net zero;
• product design;
• supply chain;
• waste management and
recycling;and
• communications and engagement.
SLF members lead liaison with
external consultant CEN-ESG on
climate, energy and progress to net
zero. In addition, members monitor the
KPIs outlined in the Metrics and Target
section on page 50.
A key part of the SLF’s remit, working
in collaboration with the Management
Board, is to foster two-way engagement
with business units, regional leadership
and Go Green teams to drive and
accelerate Oxford Instruments’ progress
towards net zero and our management
of climate risks and opportunities. This
year our Go Green initiative (see page
35) has expanded to 14 global sites to
help Oxford Instruments drive progress
towards its 2030 net zero target for
Scopes 1 and 2, and its 2045 overall net
zero target through projects relating to
energy, waste, water and travel.
As a principal risk, climate-related
risks and opportunities are identified
and assessed in line with Oxford
Instruments’ processes for wider
enterprise risk management. This
allows the importance of climate-
related risks and opportunities to
be compared with other risks and
opportunities. All physical and
transition risk categories (current
and emerging) outlined by the
TCFD are considered by Oxford
Instruments, regardless of whether
they occur within our operations,
upstream or downstream of the
Group. Our approach to identifying
and assessing risks and opportunities
is set out in detail in the Risk
Management section on pages 70
to 78 of the Annual Report 2024.
Relevant risks and opportunities
are identified with help from
external consultants, CEN-ESG,
and involve collaboration with key
internal stakeholders such as senior
management, legal and regulatory,
product management and health
and safety functions. As part of
this process, we carry out horizon
scanning to identify potential threats,
particularly regulatory changes, and
any emerging risks and opportunities,
which allows for better preparedness
to support decision making. We
consider climate-related risks and
opportunities across the short,
medium and long term, with these
timeframes defined on page 43.
Risk Management
Our process for identifying and assessing climate-related risks.
Generally, transition risks are considered
at a macro level by the Group in
collaboration with internal stakeholders
and senior management, while physical
risks are typically more granular and
therefore more relevant at a business
unit and site level. Any new regulatory
requirements are implemented as
they arise, and further actions taken
as appropriate. During the year we
carried out a site-level physical climate
risk assessment using Munich Re’s
Location Risk Intelligence tool, which
provides a geospatial natural hazard risk
assessment and evaluation, to improve
our operational risk assessment.
As with all other Group risks, climate
risks and opportunities are assessed
on a 4x5 matrix, which incorporates an
assessment of both Likelihood (Highly
Unlikely to Highly Likely) and Impact
(Insignificant to Severe
1
). The financial
impact of a risk is defined below.
Financial Impact
2
Insignificant Notable Significant Major Severe
Financial impact of
250k
Financial impact of
250k–£1m
Financial impact of
£1m–£2m
Financial impact of
£2m–£5m
Financial impact of
> £5m
1. Likelihood is a measure of the risk occurrence while impact is a measure of the combination of financial, reputational and compliance impacts.
Impact is a combination of financial, reputational and compliance impact.
2. Materiality limits are set in line with the Group’s financial statement materiality levels. Last year Group financial materiality was £3.68m based on
5% of profit before tax.
SUSTAINABILITY: TCFD STATEMENT continued
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Through this assessment, risks are
assigned a Risk Score and classified
as either Low, Moderate, High or
Significant. Risks that are classified as
High or above are reported to the Group
for further assessment. This process
allows prioritisation of risks and ensures
that the significance and scope of
climate-related risks are considered in
relation to non-climate-related risks.
Climate-related risks scored as High
or above are reflected in the Group
risk register which is reported to
the Audit and Risk Committee on
a quarterly basis. Risks below this
threshold are still monitored and
considered for future review.
The decision to tolerate, transfer
or treat a risk is determined by the
outcome of the Risk Score; higher
scoring risks need to be managed
tobring the risk impact back in line
with the Group’s appropriate risk
appetite. Action plans for each risk are
outlined in the risk register including
mitigating actions and whois
responsible for these actions.
Additional information regarding
each risk and opportunity has been
elaborated upon, including an
assessment of their implications,
including but not limited to financial
and reputational implications, strategic
responses, associated costs, and
the variability within climate-related
scenarios, where feasible.
Strategy
Climate-related risks
and opportunities
Our approach to managing climate-
related risks and leveraging
opportunities is incorporated into
ourbusiness strategy. This year
we have performed a new climate
scenario assessment of climate-
related risks and opportunities.
Twoseparate climate risk
assessments have been carried
out to reflect the contrast between
transitional and physical climate risks.
This detailed analysis, coupled with
evaluations of impact and likelihood,
facilitates the determination of
appropriate risk responses, such as
mitigation, acceptance, or control.
Consequently, resources can be
allocated effectively to address the
most consequential climate-related
impacts, while other risks necessitate
additional scrutiny or are deemed
acceptable within the Group’s
customary risk tolerance.
Both these risk assessments
involved a Group-wide review of
operations and value chain to gain
an understanding of how climate can
impact our revenue, assets and other
aspects of our company. An external
consultant, CEN-ESG, was engaged
to facilitate engagement with key
stakeholders within the Group such as
procurement, product development
and senior management in tandem
with horizon scanning of external
industry risks and a desktop review of
other climate initiatives.
Transition risks
and opportunities
The TCFD defines transition risks in
four categories (Policy and Legal,
Market, Technology, and Reputation)
and transition opportunities in five
categories (Resource Efficiency, Energy
Source, Products & Services, Markets
and Resilience). These categories were
considered as part of the transition risk
assessment. Risks and opportunities
identified in these categories were
ranked, with only the most significant
being reported below. Short, medium
and long-term time horizons defined
below were used as part of this
assessment to identify the impact of
climate on our business strategy.
Impact time horizon Year from Year to Rationale
Short term 2024 2027
In line with the existing risk management time horizon and specific
business plan strategy.
Medium term 2027 2035 Encompasses Oxford Instruments’ near-term emission targets.
Long term 2035 2050
Encompasses the Group’s net zero by 2045 target, the UK Government’s
net zero by 2050 target and the useful life of the organisation’s assets.
The following International Energy Agency climate scenarios have been used to perform scenario analysis on our transition
risks and opportunities.
• Net Zero 2050 (NZE): a narrow but achievable pathway for the global energy sector to achieve net zero CO
2
emissions by
2050. This scenario meets the requirement for a ‘below 2°C’ scenario and is used as a positive climate pathway. NZE also
informs the decarbonisation pathways used by the Science Based Targets initiative (SBTi).
• Stated Policies Scenario (STEPS): representing projections based on the current policy landscape and is used as a base
case pathway. Global temperatures rise by around 2.5°C by 2100 from pre-industrial levels, with a 50% probability.
43Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: TCFD STATEMENT continued
Transition risks and opportunities
Transition risks identified
Risk Risk description Risk type
Potential impact
on the business
Response/actions we are taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications2027 2035 2050 2027 2035 2050
Current and
emerging
environmental
regulation
and increasing
reporting
requirements
Increased exposure to
environmental regulation
– such as regulation
on Perfluoroalkyl
and Polyfluoroalkyl
Substances(PFAS).
Policy and legal
Rise in material prices for
switching to compliant
products or disruption
to production if unable
to react in sufficient
time. Could also
result in component/
processobsolescence.
We have product compliance processes
in place to manage the regulatory
environment. We use existing processes
to meet Restriction of Hazardous
Substance (RoHS) and Registration,
Evaluation, Authorisation and Restriction
of Chemicals (REACH) requirements,
which remain appropriate to manage
future changes in standards. Further,
our new product development process
considers environmental regulation.
• Frequency of horizon
scanning for new
regulation
The pace and magnitude of
regulation would increase more
substantially under NZE – but
no foreseen long-term change
in risk exposure between
NZE and STEPS given our
mitigationprocesses.
The global regulatory
landscape for ESG issues
is changing rapidly. Failure
to keep up with emerging
regulation could increase
costs of compliance.
Policy and legal
Penalties for non-
compliance with
regulation. Further,
cost of compliance
could increase
through being late to
addressregulation.
Oxford Instruments has dedicated
internal risk, legal and environmental
management resource, as well as
investing in external consultancy, to
ensure that we are aware of, and
remain compliant with, legislation.
Further, we implement any new
regulatory requirements as they arise.
Our certified ISO 14001 systems at our
four UK manufacturing sites support our
mitigation of climate risk.
• Percentage of sites
with ISO 14001
certification
The pace and magnitude of
regulation would increase more
substantially under NZE – but
no foreseen long-term change
in risk exposure between
NZE and STEPS given our
mitigationprocesses.
Price inflation
in the value
chain
Value chain exposure to
carbon pricing impacts.
Globally, there is an
increase in carbon pricing
mechanisms – both policy
and market instruments –
for example Carbon Border
Adjustment Mechanism
(CBAM) within the UK and
the EU. Our suppliers may be
exposed to carbon pricing
within their own operations.
Policy and legal
Potential of higher
supply chain costs
through increased
raw material prices.
Our target is to achieve net zero
emissions by 2045. We are in the process
of assessing our Scope 3 emissions –
including supply chain. This will be an
essential input into the development of
our net zero target, transition plan and
ability to identify key levers to reduce
supply chain emissions. We are also
engaging with our key suppliers on their
carbon footprint to identify our carbon
hotspots and mechanisms to reduce this.
• Scope 3 – category
1, 4 emissions
• Global carbon prices
Net risk
= zero;
company
plans to be
net zero by
2045
Net risk
= zero;
company
plans to be
net zero by
2045
Exposure is likely to be greater
under NZE due to the higher
cost of carbon and increased
global implementation of
carbonpricing mechanisms.
Global supply chains
are implementing more
expensive production
methods and changing
raw materials to facilitate
decarbonisation, although
the extent to which increased
costs will be passed on is
largely unknown.
Market
Potential of higher
supply chain costs.
Oxford Instruments maintains close
relationships with key suppliers. Product
Development and Strategic Sourcing
teams identify and evaluate viable
alternatives in materials and processes
and work closely with key suppliers to
deliver supply chain solutions.
• Percentage of supply
chain spend with
decarbonisation
dialogue
• Percentage of
suppliers engaged to
collect emissions data
Change is more rapid under NZE
compared with STEPS. Pricing
implications under NZE are also
more significant.
Increasing
stakeholder,
regulatory
and reporting
expectations
Key stakeholders are
demanding sustainability
performance from
OxfordInstruments.
Reputation
Reputational damage
that could result in
loss of customers
and shareholders
and reduced access
tocapital.
Board-level scrutiny and oversight, and
an organisation-wide focus on addressing
the risks and opportunities arising from
climate change, together with a focus on
impact reporting, wider communications
and stakeholder engagement. Plans to
develop a transition plan will also reduce
exposure to this risk.
• Rating agency scores
Higher expectations of
stakeholders in short to medium
term under NZE. Oxford
Instruments’ emissions targets
will even out risk exposure under
both scenarios in the medium to
long term.
* Materiality limits are set in line with the Group’s financial statement materiality levels. Last year Group financial materiality was £3.68m based on
5% of profit before tax.
Oxford Instruments plc
Annual Report 2024
44
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Transition risks and opportunities
Transition risks identified
Risk Risk description Risk type
Potential impact
on the business
Response/actions we are taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications2027 2035 2050 2027 2035 2050
Current and
emerging
environmental
regulation
and increasing
reporting
requirements
Increased exposure to
environmental regulation
– such as regulation
on Perfluoroalkyl
and Polyfluoroalkyl
Substances(PFAS).
Policy and legal
Rise in material prices for
switching to compliant
products or disruption
to production if unable
to react in sufficient
time. Could also
result in component/
processobsolescence.
We have product compliance processes
in place to manage the regulatory
environment. We use existing processes
to meet Restriction of Hazardous
Substance (RoHS) and Registration,
Evaluation, Authorisation and Restriction
of Chemicals (REACH) requirements,
which remain appropriate to manage
future changes in standards. Further,
our new product development process
considers environmental regulation.
• Frequency of horizon
scanning for new
regulation
The pace and magnitude of
regulation would increase more
substantially under NZE – but
no foreseen long-term change
in risk exposure between
NZE and STEPS given our
mitigationprocesses.
The global regulatory
landscape for ESG issues
is changing rapidly. Failure
to keep up with emerging
regulation could increase
costs of compliance.
Policy and legal
Penalties for non-
compliance with
regulation. Further,
cost of compliance
could increase
through being late to
addressregulation.
Oxford Instruments has dedicated
internal risk, legal and environmental
management resource, as well as
investing in external consultancy, to
ensure that we are aware of, and
remain compliant with, legislation.
Further, we implement any new
regulatory requirements as they arise.
Our certified ISO 14001 systems at our
four UK manufacturing sites support our
mitigation of climate risk.
• Percentage of sites
with ISO 14001
certification
The pace and magnitude of
regulation would increase more
substantially under NZE – but
no foreseen long-term change
in risk exposure between
NZE and STEPS given our
mitigationprocesses.
Price inflation
in the value
chain
Value chain exposure to
carbon pricing impacts.
Globally, there is an
increase in carbon pricing
mechanisms – both policy
and market instruments –
for example Carbon Border
Adjustment Mechanism
(CBAM) within the UK and
the EU. Our suppliers may be
exposed to carbon pricing
within their own operations.
Policy and legal
Potential of higher
supply chain costs
through increased
raw material prices.
Our target is to achieve net zero
emissions by 2045. We are in the process
of assessing our Scope 3 emissions –
including supply chain. This will be an
essential input into the development of
our net zero target, transition plan and
ability to identify key levers to reduce
supply chain emissions. We are also
engaging with our key suppliers on their
carbon footprint to identify our carbon
hotspots and mechanisms to reduce this.
• Scope 3 – category
1, 4 emissions
• Global carbon prices
Net risk
= zero;
company
plans to be
net zero by
2045
Net risk
= zero;
company
plans to be
net zero by
2045
Exposure is likely to be greater
under NZE due to the higher
cost of carbon and increased
global implementation of
carbonpricing mechanisms.
Global supply chains
are implementing more
expensive production
methods and changing
raw materials to facilitate
decarbonisation, although
the extent to which increased
costs will be passed on is
largely unknown.
Market
Potential of higher
supply chain costs.
Oxford Instruments maintains close
relationships with key suppliers. Product
Development and Strategic Sourcing
teams identify and evaluate viable
alternatives in materials and processes
and work closely with key suppliers to
deliver supply chain solutions.
• Percentage of supply
chain spend with
decarbonisation
dialogue
• Percentage of
suppliers engaged to
collect emissions data
Change is more rapid under NZE
compared with STEPS. Pricing
implications under NZE are also
more significant.
Increasing
stakeholder,
regulatory
and reporting
expectations
Key stakeholders are
demanding sustainability
performance from
OxfordInstruments.
Reputation
Reputational damage
that could result in
loss of customers
and shareholders
and reduced access
tocapital.
Board-level scrutiny and oversight, and
an organisation-wide focus on addressing
the risks and opportunities arising from
climate change, together with a focus on
impact reporting, wider communications
and stakeholder engagement. Plans to
develop a transition plan will also reduce
exposure to this risk.
• Rating agency scores
Higher expectations of
stakeholders in short to medium
term under NZE. Oxford
Instruments’ emissions targets
will even out risk exposure under
both scenarios in the medium to
long term.
Significant risk/opportunity
Report to Group
High risk/opportunity
Report to Group
Moderate risk/opportunity
Do not report to Group mitigation
plan expected to be in place
Low risk/opportunity
Do not report to Group
45Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: TCFD STATEMENT continued
Transition risks and opportunities continued
Transition opportunities identified
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we’re taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications2027 2035 2050 2027 2035 2050
Investment
in R&D for a
low-carbon
economy
The transition to a low-carbon
economy requires significant
investment in R&D for more
sustainable technologies. Innovation
and development in technology
areas such as batteries are
critical for the transition to a low-
carboneconomy.
Products
andservices
Increased revenue
Our products and services play a key role
in the technology pathway to enable the
transition from fossil fuels to a low-carbon
economy. Our enabling technologies, such as
materials analysis solutions, efficient power
switching, and semiconductor equipment,
help customers address these challenges.
• Low-carbon market
segments growth
• Industry investment in
low-carbon R&D
Under NZE, there is significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
In-house R&D and our new product
development process has the
potential to address the need
for products with sustainability
credentials, e.g. energy-
efficientproducts.
Products
andservices
Increased revenue
Our new product development process
takes environmental considerations into
account. Developments in our semiconductor
equipment are implicitly geared towards
energy efficiency as well as our water-
saving alternative to the standard chemical
mechanical planarization (CPM) process
used to create a smooth surface on
semiconductor wafers.
• Internal R&D investment
• Scope 3 category 11,
12emissions
Under NZE, there is significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
Proactive collaboration with
suppliers to drive low-carbon
innovation helps improve the
sustainability credentials of
ourproduct portfolio.
Products
andservices
Increased revenue
We have been working with key
suppliers to embed material and
energy efficiencies into the products
we purchase.
• Number of suppliers
carbon data obtained
from Scope 3 –
category 1, 11 emissions
Under NZE, more significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
Services that
facilitate the
reduction
of carbon
emissions and
deliver value
for customers
Remote Services Solutions is a
developing service across the
Group. This service area not only
provides an area for growth but also
allows for reduction of emissions
in our own operations and for
ourcustomers.
Products
andservices
Increased revenue
and decreased
transport cost
andemissions
Almost all our products are already shipped
with remote connectivity and we are building
business system infrastructure to enable
remote service capabilities.
• Revenue from
remote services
Slightly increased exposure
under NZE due to additive effect
of organisation seeking carbon
reduction opportunities.
Local sourcing and strategic
placement of services delivers
efficiency to customers and allows
Oxford Instruments to reduce
logistics travel.
Resource
efficiency
Decreased
transport cost
andemissions
We are engaging in strategic building of
capabilities and services to deliver efficiency
to customers. Load optimisation in logistics is
also part of this strategy. We continue to look
for opportunities in this area.
• Scope 3 – category 4,
9 emissions
Slightly increased exposure
under NZE due to additive effect
of organisation seeking carbon
reduction opportunities.
Operational
energy and
carbon
reductions
Obtaining renewable electricity
through renewable electricity
certificates (RECs) and power
purchase agreements (PPAs)
reduces reliance on local grid and
helps to reduce Scope 2 emissions
as an interim measure whilst
exploring opportunities to reduce
energy usage.
Energy
source
Reduced costs and
Scope 2 emissions.
Renewable
electricity can also
provide operating
cost savings and
reduce operational
exposure to
carbonpricing.
Our current renewable energy programme
utilises REGO-certified or REGO-equivalent
certifications of renewable electricity. We
make use of solar arrays on our Severn Beach
and Scotts Valley manufacturing sites, along
with our Tokyo office. We are investigating
adding additional renewable generation
capacity to suitable sites.
• Scope 2 market-
based emissions
• Percentage of
renewable electricity
out of total electricity
Greater availability of supply
under NZE. STEPS lags slightly,
reduced availability of REC.
Resource
efficiency
Internally Oxford Instruments can
implement resource efficiency
programmes to improve waste,
water use and energy savings.
Resource
efficiency
Reduced costs
and emissions
Group-wide, we are continually looking for
opportunities to embed resource efficiency
into our operations. Opportunities can be
small, such as reducing waste or water
usage, or part of larger capital projects, e.g.
replacement of boilers at our Tubney head
office and manufacturing site, and all-electric
heating at our new site in Severn Beach.
We seek to invest in long-term, alternative
technologies as they become suitable and
economically feasible.
• Scope 1 and Scope
2 (location-based)
emissions
• Total waste
• Total water
Greater exposure under NZE due
to more investment in resource
efficient products and services.
Oxford Instruments plc
Annual Report 2024
46
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Transition risks and opportunities continued
Transition opportunities identified
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we’re taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications2027 2035 2050 2027 2035 2050
Investment
in R&D for a
low-carbon
economy
The transition to a low-carbon
economy requires significant
investment in R&D for more
sustainable technologies. Innovation
and development in technology
areas such as batteries are
critical for the transition to a low-
carboneconomy.
Products
andservices
Increased revenue
Our products and services play a key role
in the technology pathway to enable the
transition from fossil fuels to a low-carbon
economy. Our enabling technologies, such as
materials analysis solutions, efficient power
switching, and semiconductor equipment,
help customers address these challenges.
• Low-carbon market
segments growth
• Industry investment in
low-carbon R&D
Under NZE, there is significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
In-house R&D and our new product
development process has the
potential to address the need
for products with sustainability
credentials, e.g. energy-
efficientproducts.
Products
andservices
Increased revenue
Our new product development process
takes environmental considerations into
account. Developments in our semiconductor
equipment are implicitly geared towards
energy efficiency as well as our water-
saving alternative to the standard chemical
mechanical planarization (CPM) process
used to create a smooth surface on
semiconductor wafers.
• Internal R&D investment
• Scope 3 category 11,
12emissions
Under NZE, there is significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
Proactive collaboration with
suppliers to drive low-carbon
innovation helps improve the
sustainability credentials of
ourproduct portfolio.
Products
andservices
Increased revenue
We have been working with key
suppliers to embed material and
energy efficiencies into the products
we purchase.
• Number of suppliers
carbon data obtained
from Scope 3 –
category 1, 11 emissions
Under NZE, more significant
investment in renewables and
alternative technologies. Slower
change under STEPS.
Services that
facilitate the
reduction
of carbon
emissions and
deliver value
for customers
Remote Services Solutions is a
developing service across the
Group. This service area not only
provides an area for growth but also
allows for reduction of emissions
in our own operations and for
ourcustomers.
Products
andservices
Increased revenue
and decreased
transport cost
andemissions
Almost all our products are already shipped
with remote connectivity and we are building
business system infrastructure to enable
remote service capabilities.
• Revenue from
remote services
Slightly increased exposure
under NZE due to additive effect
of organisation seeking carbon
reduction opportunities.
Local sourcing and strategic
placement of services delivers
efficiency to customers and allows
Oxford Instruments to reduce
logistics travel.
Resource
efficiency
Decreased
transport cost
andemissions
We are engaging in strategic building of
capabilities and services to deliver efficiency
to customers. Load optimisation in logistics is
also part of this strategy. We continue to look
for opportunities in this area.
• Scope 3 – category 4,
9 emissions
Slightly increased exposure
under NZE due to additive effect
of organisation seeking carbon
reduction opportunities.
Operational
energy and
carbon
reductions
Obtaining renewable electricity
through renewable electricity
certificates (RECs) and power
purchase agreements (PPAs)
reduces reliance on local grid and
helps to reduce Scope 2 emissions
as an interim measure whilst
exploring opportunities to reduce
energy usage.
Energy
source
Reduced costs and
Scope 2 emissions.
Renewable
electricity can also
provide operating
cost savings and
reduce operational
exposure to
carbonpricing.
Our current renewable energy programme
utilises REGO-certified or REGO-equivalent
certifications of renewable electricity. We
make use of solar arrays on our Severn Beach
and Scotts Valley manufacturing sites, along
with our Tokyo office. We are investigating
adding additional renewable generation
capacity to suitable sites.
• Scope 2 market-
based emissions
• Percentage of
renewable electricity
out of total electricity
Greater availability of supply
under NZE. STEPS lags slightly,
reduced availability of REC.
Resource
efficiency
Internally Oxford Instruments can
implement resource efficiency
programmes to improve waste,
water use and energy savings.
Resource
efficiency
Reduced costs
and emissions
Group-wide, we are continually looking for
opportunities to embed resource efficiency
into our operations. Opportunities can be
small, such as reducing waste or water
usage, or part of larger capital projects, e.g.
replacement of boilers at our Tubney head
office and manufacturing site, and all-electric
heating at our new site in Severn Beach.
We seek to invest in long-term, alternative
technologies as they become suitable and
economically feasible.
• Scope 1 and Scope
2 (location-based)
emissions
• Total waste
• Total water
Greater exposure under NZE due
to more investment in resource
efficient products and services.
Significant risk/opportunity
Report to Group
High risk/opportunity
Report to Group
Moderate risk/opportunity
Do not report to Group mitigation
plan expected to be in place
Low risk/opportunity
Do not report to Group
47Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: TCFD STATEMENT continued
Particular attention has been paid
to the four UK manufacturing sites
(Severn Beach, Tubney Woods,
High Wycombe and Belfast) as they
contribute roughly 80% of Group
revenue. Due to the nature of physical
climate-related risks manifesting
more over the long term, different time
horizons have been used from those
used to assess the transition risks and
opportunities. These are: 2030 (short
term), 2050 (medium term) and 2100
(long term).
Physical risks
The frequency of physical climate-
related impacts is expected to increase
in the future through an increased
frequency and severity of extreme
weather events. Oxford Instruments
has used Munich Re’s Location Risk
Intelligence tool to assess the Group’s
sites and key suppliers’ current and
future risk exposure to climate-related
disruptions. Sites have been assessed
for both acute and chronic physical
risks, including potential risks such as
drought stress, tornados, storms, sea
level rise and flooding events
among other hazards.
Physical risks identified
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we’re taking
and how they are managed KPIs
2.6 Scenario 8.5 Scenario
Scenario Implications2030 2050 2100 2030 2050 2100
Flooding
One manufacturing site is
projected to be a Zone 50 (2%
chance each year of a flood event)
site under all future scenarios
from 2030 onwards. A further
manufacturing site is located in
a Zone 100-year return period
for storm surges (1% chance of
occurring each year).
Acute
Increased costs and
decreased revenue
through decreased
manufacturing output,
delayed production
times and damage
to site infrastructure,
equipment, or inventory.
Oxford Instruments’ sites are insured
for asset/property damage as well as
business interruption. Each site has a
business continuity plan and emergency
response measures in place to deal
with significant events. At our new
Severn Beach facility, the building was
constructed on a 1.5m raised platform
tomitigate flooding risk exposure.
• Number of days
operations are
disrupted due to
flooding events
• Revenue loss from
site disruption
• Insurance premiums
Minimal change in exposure
between RCP2.6 and 8.5.
Wildfire
One manufacturing site is currently
at a high-risk level and projected
to remain high against future
scenario projections. A further
manufacturing site increases
from medium to high risk across
all projections including the most
optimistic scenario by 2030.
Acute
Increased costs and
decreased revenue
through disrupting
manufacturing output
such as road closures,
evacuation orders,
restricted access,
or damage to site
infrastructure.
Oxford Instruments’ sites are insured
for asset/property damage as well as
business interruption. Each site has a
business continuity plan and emergency
response measures in place to deal with
significant events.
• Number of days
operations are
disrupted due to fire
events
• Revenue loss from
site disruption
• Insurance premiums
Increased exposure under
RCP8.5, particularly in the long-
term 2100 projections.
Supplier
disruption
from extreme
weather
Increasing extreme weather
events can cause supply chain
disruptions or site shutdowns.
Analysis indicates low physical
risk for our key suppliers currently.
However, two of our key suppliers
are at increasing risk of river
flooding and sea level rise across
both scenarios in the long term.
Acute Decreased revenue
Business interruption insurance provides
a degree of cover in the event that supply
chain issues cause significant disruption
to production.
• Number of days
our operations are
disrupted due to
supply chain issues
resulting from extreme
weather events
Minimal change in exposure
between RCP2.6 and 8.5.
The following scenarios have been
used for the physical risk assessment:
• RCP 2.6 is an optimistic
scenario whereby atmospheric
concentrations of greenhouse
gases lead to a global temperature
rise of less than 2°C by the end of
the century relative to the pre-
industrial period (1850–1900).
• RCP 8.5 is a pessimistic high
emissions scenario, consistent with
a future with no policy change to
reduce emissions and leading to a
global temperature rise of around
4°C by 2100.
Oxford Instruments plc
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Physical risks identified
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we’re taking
and how they are managed KPIs
2.6 Scenario 8.5 Scenario
Scenario Implications2030 2050 2100 2030 2050 2100
Flooding
One manufacturing site is
projected to be a Zone 50 (2%
chance each year of a flood event)
site under all future scenarios
from 2030 onwards. A further
manufacturing site is located in
a Zone 100-year return period
for storm surges (1% chance of
occurring each year).
Acute
Increased costs and
decreased revenue
through decreased
manufacturing output,
delayed production
times and damage
to site infrastructure,
equipment, or inventory.
Oxford Instruments’ sites are insured
for asset/property damage as well as
business interruption. Each site has a
business continuity plan and emergency
response measures in place to deal
with significant events. At our new
Severn Beach facility, the building was
constructed on a 1.5m raised platform
tomitigate flooding risk exposure.
• Number of days
operations are
disrupted due to
flooding events
• Revenue loss from
site disruption
• Insurance premiums
Minimal change in exposure
between RCP2.6 and 8.5.
Wildfire
One manufacturing site is currently
at a high-risk level and projected
to remain high against future
scenario projections. A further
manufacturing site increases
from medium to high risk across
all projections including the most
optimistic scenario by 2030.
Acute
Increased costs and
decreased revenue
through disrupting
manufacturing output
such as road closures,
evacuation orders,
restricted access,
or damage to site
infrastructure.
Oxford Instruments’ sites are insured
for asset/property damage as well as
business interruption. Each site has a
business continuity plan and emergency
response measures in place to deal with
significant events.
• Number of days
operations are
disrupted due to fire
events
• Revenue loss from
site disruption
• Insurance premiums
Increased exposure under
RCP8.5, particularly in the long-
term 2100 projections.
Supplier
disruption
from extreme
weather
Increasing extreme weather
events can cause supply chain
disruptions or site shutdowns.
Analysis indicates low physical
risk for our key suppliers currently.
However, two of our key suppliers
are at increasing risk of river
flooding and sea level rise across
both scenarios in the long term.
Acute Decreased revenue
Business interruption insurance provides
a degree of cover in the event that supply
chain issues cause significant disruption
to production.
• Number of days
our operations are
disrupted due to
supply chain issues
resulting from extreme
weather events
Minimal change in exposure
between RCP2.6 and 8.5.
Significant risk/opportunity
Report to Group
High risk/opportunity
Report to Group
Moderate risk/opportunity
Do not report to Group mitigation
plan expected to be in place
Low risk/opportunity
Do not report to Group
49Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: TCFD STATEMENT continued
Impact on strategy and
financial planning
We consider climate change to be a
principal risk for Oxford Instruments,
but also a source of material
opportunity, given our focus on
accelerating breakthroughs, and the
end markets we serve. Our assessment
is based on having evaluated key
climate-related risks and opportunities,
including understanding the potential
impact of each in terms of its time
horizon, likelihood and magnitude,
and the stakeholders or areas of the
business that may be affected.
Although there is not a dedicated
climate-related R&D budget,
our existing R&D expenditure
incorporates climate change. Our
products are designed to address
our structurally growing markets in
advanced materials development
and semiconductors, which both have
a key role to play in decarbonisation
and addressing the impacts of climate
change. In terms of the direct impact
of our products, considerations are
incorporated into the Group’s New
Product Development process, to
ensure the ongoing reduction of
the carbon footprint of our products
through energy use, packaging and
distribution, as well as increased
recyclability and upgradability. In
addition to R&D considerations, the
costs of planned climate initiatives
are included within each business
unit’s annual budget plans of capital
expenditure requests. For example,
when purchasing new offices and
manufacturing sites we always take
environmental considerations into the
procurement process.
Resilience of the
organisation’s strategy
to climate change
The scenarios used in our climate
scenario analysis are explained in
more detail above. They have been
selected to provide contrasting
scenarios which allow us an
understanding of how resilient the
Group is under different situations and
temperature pathways. Our identified
climate-related risks and opportunities,
and action plans to address these,
highlight that in aggregate our overall
climate risk exposure is moderate. We
believe, given our current mitigation
plans, that we can incorporate
climate risks into our business-as-
usual activities and that the Group
is financially resilient to climate
change. Therefore, we do not currently
envisage any additional significant
capital expenditure or changes to
business strategy as a result of climate
change that sits outside of our normal
planning. Please see page 156 of our
financial statements where the impacts
of climate have been considered.
The outputs of the scenario analysis
we have carried out can be found on
pages 43 to 49. The limitations of this
scenario analysis are:
• scenarios often only provide high
level global and regional forecasts;
• not all risks are easily subject to
scenario analysis;
• scenario analysis requires analysis
of specific factors and modelling
them with fixed assumptions;
• impacts are to be considered in
the context of the current financial
performance and prices;
• impacts are modelled to occur in
a linear fashion when, in practice,
dramatic climate-related impacts
may occur suddenly after tipping
points are breached;
• the analysis considers each risk
and scenario in isolation when, in
practice, climate-related risks may
occur in parallel as part of a wider
set of potential global impacts; and
• carbon pricing is informed by
the Global Energy Outlook 2023
report from the International
EnergyAgency.
Metrics and targets
Climate-related metrics
We disclose our Scope 1, 2 and 3
emissions in line with the Greenhouse
Gas (GHG) Protocol A Corporate
Accounting and Reporting Standard,
with additional guidance from the GHG
Protocol Corporate Value Chain (Scope
3) Accounting and Reporting Standard
and the GHG Protocol Technical
Guidance for Calculating Scope 3
Emissions. This covers the accounting
and reporting of the seven greenhouse
gases covered by the Kyoto Protocol.
An operational control approach was
adopted, with all material emissions
sources reported.
We also disclose a wide range of
metrics to help us to track our progress
across a number of climate-related
and sustainability-related areas. This
includes electricity consumption, GHG
emissions intensity and water and
waste usage. The specific metrics used
to track our climate-related risks and
opportunities are identified on pages
37 to 39. Please see the environment
section, pages 35 to 39 for further
information, and for this year’s SECR
reporting, the primary means by which
we report our progress and track
ourimpact.
Climate-related targets
As set out in the environment section,
we are committed to reaching net zero
carbon emissions (where we add no
incremental greenhouse gases to the
atmosphere) against Scopes 1, 2 and 3
by 2045. This year we are also pleased
to announce further ambition on our
Scope 1 and 2 net zero targets, with a
new target to be net zero in Scopes 1
and 2 by 2030. In the coming months
we are planning on setting ambitious
Scope 3 targets and also to have our
Scopes 1, 2 and 3 targets validated by
the SBTi. We subsequently also plan
to publish a net zero plan that will
detail our costed actions to achieve
thesetargets.
Oxford Instruments plc
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SUSTAINABILITY: SOCIAL
We are acutely aware of our
responsibility to our employees, the
communities that we impact and the
generations to come.
Our social
sustainabilityagenda
Our social sustainability agenda
comprises six key subject areas,
asfollows:
•
Culture, values and engagement
•
Equity, diversity and inclusion
•
Health, safety and wellbeing
•
Investment in our people
•
Next-generation talent
•
Community impact
Social: We believe that businesses have a
valuable contribution to make to society
Our overall engagement score in our
2023 global survey, completed by
86% of employees, was maintained
at 78%, comparing favourably with
externalbenchmarking
1
.
This year, we have carried out an
extensive piece of engagement work
led by Chief Executive Officer Richard
Tyson and the Management Board,
focused on our culture and ways
of working (see page 95). Informed
by employee focus groups, this has
resulted in a new articulation of how
we work together, which will support
the delivery of our strategy (see pages
10 to 15 and 22 to 23). Both the strategy
and the ways of working (summarised
below) have been rolled out to all
employees via a global roadshow led
by the Chief Executive Officer, and are
being fully integrated via leadership
interactions with teams and ongoing
internal communications.
Our ways of working
1. Gallup 2023 research indicating an average global engagement rating of 23% across a range of
sectors www.gallup.com/394373/indicator-employee-engagement.aspx
Culture, values and
engagement
We strive to create an open, inclusive and
values-driven culture, where colleagues
feel able to share their views in a two-way
dialogue with senior leaders.
Our Chief Executive Officer and the
leaders of our business units and
regional teams based around the world
hold regular in-person and virtual
briefing meetings where employees
are encouraged to, and do, ask a
wide range of questions. The Board
discusses current workforce issues
regularly with management, and
meets a broad range of employees,
for example at site visits by the Chair
and Non-Executive Directors. We also
gather our people’s views annually
through our global engagement survey,
monitoring a range of cultural KPIs
and taking action on opportunities for
improvement at business unit, regional
and Group level.
Inclusive
By seeking out different
perspectives and diverse
collaboration, we deliver
better solutions and
lasting success.
Innovative
Through our knowledge,
expertise and focused
curiosity, we create new
possibilities for ourselves
and for our customers.
Trusted
We build successful,
long-term relationships
based on accountability,
integrity and respect.
Purposeful
We care, and our passion
and commitment drive
positive change in
theworld.
We start with
the customer
We succeed
by being
focused
We make
and keep
our promises
We work
together as
one team
We help and
trust each other
to succeed
Our values
51Governance Financial StatementsStrategic ReportOverview
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SUSTAINABILITY: SOCIAL continued
During the year, employees have
launched a women’s group and a
neurodiversity group; these join existing
impact groups focused on race and
ethnicity and LGBTQ+ issues and
have been enthusiastically adopted
by both members and allies of each
community. During the year we have
successfully piloted new inclusive
leadership training, with a wider roll
out planned for 2024/25.
We are committed to eliminating our
gender pay gap. We monitor, measure
and take action globally,. Our external
data reporting is focused on our UK
workforce and is published in our
Gender and Ethnicity Pay Gap Report
www.oxinst.com/corporate-content/
gender-pay-report. The gap for our
Oxford Instruments Nanotechnology
Tools entity in the UK, representing 758
employees in 2023, currently stands at
10.4% (median).
We are also committed to
addressingthe gender balance of
our workforce, with targets of 30%
female employees overall by 2030
and 40% female leadership by the
end of 2025. A particular area of focus
is on increasing the diversity of our
management board, which is being
activelyaddressed.
We continue to build on the work we
have done so far to establish balanced
recruitment shortlists (that is, shortlists
including candidates from groups which
are underrepresented in our workforce,
including women). We only engage
executive search firms who have signed
up to the Voluntary Code of Conduct on
gender diversity.
Our inclusive approach to recruitment
includes the use of technology to
ensure that the language used in job
advertisements is free from gender bias.
We operate a hybrid working policy
which helps employees to balance
work and personal commitments.
We also offer support and, where
appropriate, special leave, for those
with caring needs for dependents.
Following the reconfiguration of our
internal employee data portals to
include the Office for National Statistics
ethnicity categories, some 90% of UK
employees and 78% of employees
globally have provided data on their
ethnicity. This year, for the first time,
we have reported on our UK ethnicity
pay data. This indicates that 10% of our
UK workforce identify as being part of
an ethnic minority group, and that on
average, these colleagues are paid
slightly more than their peers (1.4%
mean and 1.7% median).
We are committed to using this data
to help to ensure that our processes
and pay are fair and equitable with
respect to race and ethnicity, as well
as the characteristics on which we
have had full data for several years.
The Parker Review recommends
that we devise and work towards a
specified target for the percentage of
our senior management team to be
from ethnic minorities by the end of
2027. As an international company, we
recognise the importance of ensuring
we have strong ethnically diverse
leadership role models and a diverse
decision-making team that reflects our
customer base and the communities in
which we operate.
Equity, diversity and inclusion
We are committed to creating a
diverse and inclusive culture. We
use the term equity, rather than
equality, as not everyone is starting
from the same place, has the same
challenges or requires the same level
of support. Equity, therefore, refers to
giving everyone what they need to
be successful, and reflects our focus
on equality of outcomes. At Oxford
Instruments, we want to encourage
everyone to achieve their potential
by actively ‘levelling the playing
field’ wherever needed. We seek to
develop and sustain a supportive and
collaborative working environment
where difference is recognised,
valued and celebrated. However, we
also recognise that we operate in 17
countries around the world in which
the legislative frameworks and cultural
landscapes vary hugely. In each of the
countries in which we operate, we aim
to be ahead of the curve in our equity,
diversity and inclusion targets, and our
working practices, but will ensure that
we are not in conflict with legislative
frameworks.
Our approach to equity, diversity and
the prevention of discrimination is
overseen by the Board Sustainability
Committee. Our global Equity, Diversity
and Inclusion policy, covering 100% of
our operations, and publicised to all
colleagues via our intranet, sets out our
expectations in this area, www.oxinst.
com/corporate-content/diversity-and-
inclusion.
We have identified several key areas
of focus, including gender, ethnicity,
disability and sensitive medical
conditions, family responsibilities,
sexual orientation and gender identity,
pursuing a range of initiatives to recruit
from a diverse pool of talent, and to
support our existing workforce.
We have joined Business in the
Community (BITC) and the Business
Disability Forum as part of our
continual drive to improve our
awareness and understanding of best
practice in diversity and inclusion
for businesses. In 2024, we signed
up to the BITC Race at Work charter
to underline our commitment to
improving equity of opportunity in
the workplace. We also engage
in externally run schemes offering
internships and career opportunities in
our diversity and inclusion focus areas.
CEO Richard Tyson makes his Pride pledge
Oxford Instruments plc
Annual Report 2024
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New employees in
FY23/24 by gender
This year we have taken steps to broaden the ethnic diversity of our wider senior
leadership team which, as of the date of the Annual Report, comprises 14 persons,
of whom 14% are Asian. There are 102 direct reports of this team, of whom 22%
identify as belonging to an ethnic minority group. In that context, we will be
seeking to maintain and improve the ethnic diversity of this cohort (ie, our wider
senior leadership team and their direct reports) on a year-on-year basis, within a
target range of 20% to 25%.
Our Gender and Ethnicity Pay Gap Report provides more information on all these
areas: www.oxinst.com
Gender split
Male Female
Global Oxford Instruments 73% 27%
Plc Board 50% 50%
Management Board 92% 8%
Managers 76% 24%
Employees 72% 28%
Gender split by region
Male Female
UK 77% 23%
Europe 68% 32%
Asia 68% 32%
America 69% 31%
Targets:
Objective Target (with date if applicable) Progress to date
Balanced shortlists
for recruitment
100% End of 2023/24: 82%
Ethnic minority representation
on the Board
1 person of colour Met
Women on the Board By end of 2023/24: 40%
women in line with FTSE
Women Leaders target
Met
Women as a proportion
of senior leadership
By end 2025:
40% women
34% (2023: 31%)
Women as a proportion of total
Oxford Instruments population
By end 2029/30:
30% women
Currently 27%
(2023: 26%)
Male 69%
Female 31%
Three cohorts undertook the Oxford Instruments Leadership
Programme during the year
Team-building at the Foundations early careers programme
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Culture
Clarity
ControlsCollaboration
Healthy, safe and
productive working
environments
CommunicationCompetence
SUSTAINABILITY: SOCIAL continued
The Board is responsible for oversight of our approach to
H&S, supported by the Sustainability Committee.
Our six-step strategic framework, rolled out in 2023/24,
supports continuous improvement via six key areas
ofmanagement.
We are committed to fostering a healthy, safe and productive
work environment for our entire workforce, and to driving continuous
improvement in our health and safety (H&S) performance.
Overall, our management approach is based on the ongoing
identification and control of risk. We focus on preventative
measures to remove hazards before they can escalate into
accidents or near misses.
Recognising that our entire workforce has a role to play
in creating a safe working environment, this year we have
enhanced the Shield incident reporting system through
which we record, manage and monitor accidents and safety
observations, and to which all employees have access. The
system has supported our improved performance since its
introduction in 2019.
We have achieved our objective of increasing H&S
awareness and reducing the actual number and severity
of incidents. Our accident frequency trend remains on
a downward trajectory, with no serious incidents and a
decrease in minor accidents reported in 2023. There have
been no employee or contractor fatalities in the five-
year reporting period from 2019 to 2023. While our H&S
performance compares favourably with industry standards,
we remain vigilant and prioritise global safety through our
Push for Zero initiative, which aims for a sustained reduction
in accidents over time.
Our structured H&S management systems, subject to
external audits as required, underpin our commitment to
safe work practices. At our primary manufacturing facilities
in the UK, representing 83% of revenue, we maintain ISO
45001 certification. The effectiveness of our management
systems is further supported by a robust internal audit
programme across all operational domains.
During the 23/24 financial year more than 1,000 employees
have received H&S training. This figure comprises training
renewals and onboarding of new joiners. This year, we have
launched an Institution of Occupational Safety and Health
(IOSH)-accredited training programme globally, across
all business units and regions. Over a 24-month period,
training will be provided to executive team members and
eligible members of our management, production and
services workforce, further enhancing their H&S competency
andawareness.
We support our employees and their families by providing
an increasing range and number of opportunities to enhance
their wellbeing, including readily accessible support services
on a wide range of topics from financial wellbeing to mental
health and health assistance programmes.
We strive to empower individuals coping with mental health
challenges or disabilities to thrive in their professional roles,
encouraging colleagues to seek assistance when needed,
via our team of Mental Health First Aiders and through the
provision of independent and confidential digital platforms
and services, accessible to employees globally.
Increasing health and safety awareness
77
100
144
188
283
1,349
20232022202120202019
Safety notifications raised
876
1,121
810
288
Shield contributors (all
employees can contribute)
Health and safety five-year performance
30
21
18
19
21
0
0
1
1
5
43
34
35
42
41
20232022202120202019
Serious injury Minor injury
Accidents per
1,000 employees
Health, safety and wellbeing
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We are proud to support our local community groups and
charities alongside being inclusive of our people and culture
through the celebration of events and achievements.
Employee turnover rates
Year Turnover
2023/24 12%, of which 9% was voluntary
2022/23 11%, of which 9% was voluntary
2021/22 14%, of which 11% was voluntary
2020/21 8%, of which 6% was voluntary
2019/20 15%, of which 7% was voluntary
2018/19 14%, of which 10% was voluntary
Employee numbers
Full time Part time Contract workers
2023/24 2,090 144 69
2022/23 1,894 134 86
2021/22 1,662 126 70
2020/21 1,518 107 100
2019/20 1,448 114 70
All employees are guaranteed a fair salary and other
employment benefits in accordance with their role and
responsibilities. We ensure compliance with minimum wage
legislation and strive to offer competitive compensation
packages suitable for each position and our business needs.
All employees, regardless of location, are entitled to legally
required benefits such as annual leave, sick leave, maternity
leave and standard working hours. A number of employee
benefit changes have been implemented over the last
year to improve the competitiveness, attractiveness and
cost-effectiveness of our total remuneration propositions.
These include the doubling of the potential award under
the growth incentive plan available to all employees not
in another bonus scheme to £1,000 (or equivalent). We
also have achieved Living Wage accreditation in the UK. In
addition, all UK-based employees have access to our Share
Incentive Plan scheme after six months’ service. Furthermore,
in compliance with UK regulations, all UK employees have
theoption to enrol in our workplace pension scheme.
Investing in our people
Our people and their capabilities are core to what makes us
a great company. We are committed to being the company
where the best people in our sector want to work, and to
training our people and enabling their career development
and employability.
We provide a range of opportunities for our employees
across technical, commercial, operational and business
support functions to gain knowledge, skills and experience.
This includes challenging assignments, learning from
colleagues and targeted training. Colleagues have
completed almost 14,000 online training courses in
FY23/24, pursuing more than 750 different courses.
We continue to strengthen our Oi Academy, which offers
development programmes, core skills training courses
ande-learning opportunities. We also offer a broad range
ofsecondments, career breaks, apprenticeships and
supporttowards external qualifications.
This year, three cohorts (35 employees) have undertaken
our bespoke Oxford Instruments Leadership programme,
which brings together high-potential candidates from across
the Group and covers a wide range of topics including
interviewing skills, self-development, developing others and
managing remote teams. We have delivered Management
Essentials training to 61 managers Group-wide, and
relaunched programmes focused on Project Management
Fundamentals and Project Leadership. We have also piloted
a new Foundations programme for emerging talent, designed
to give aspiring leaders a variety of tools and techniques to
allow them to work effectively as they progress their career at
Oxford Instruments.
We have a robust system of regular feedback. 100% of our
employees have undergone an evaluation process in the
year, embedded through our annual performance review,
which also encompasses career development with a focus
on training opportunities.
Next-generation talent
We take our responsibility towards developing the next-
generation workforce seriously and are committed to
inspiring the next generation of scientists, engineers and
business people by showing them the difference they can
make in the world.
For us, this begins in schools, colleges and learning institutions,
where we equip and encourage our employees around the
world to take any opportunity they can to talk to young people
about careers in our industry. We partner with universities and
post-graduate schools to help students understand the range
of careers available in a technology company, supporting this
with work experience and engagement with employees from
a broad range of backgrounds. A popular benefit we offer all
employees is the offer of work experience to family members
between the ages of 16 and 25.
We remain committed to providing structured
apprenticeships, sponsorships, internships, early career jobs
and graduate programmes. We intentionally reach out to
attract a diverse range of people and those from untapped
talent pools, ensuring we are inclusive and accessible.
Community impact
We actively engage in locally focused activities that make
our communities and environments a better place to live and
work. All employees are offered up to two paid volunteering
days a year to share their professional or practical skills
in the community; we also participate in charity outreach
programmes and offer sponsorship of local community events.
Our network of Go Green teams (see page 35) drives action
to be more environmentally friendly, both as a business and
as individuals.
When we arrange gifts, celebrations, events and activities
for our teams we aim to support the small, independent
businesses near our sites. We also participate in a range
of charity outreach activities, including raffles, marathon
sponsorships, pub quizzes and coffee mornings.
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SUSTAINABILITY: GOVERNANCE
Inclusive, innovative, trusted and purposeful
We are wholly committed to conducting our business
responsibly and holding ourselves to high ethical
standards. Our strong values (see page 51) underpin
everything we do; from how we work with each other
and our customers to how we trade with suppliers. Every
representative of Oxford Instruments is expected to
behave in a way which is consistent with these values.
Our approach to governance is summarised in our Code
of Conduct, which is updated regularly, issued to all new
joiners and communicated regularly to existing employees.
All colleagues, customers and suppliers also have round-
the-clock access to our widely publicised and independent
whistleblowing hotline, Safecall (www.safecall.co.uk/en/
clients/oxinst/), should they encounter any behaviour not in
keeping with our ethical standards.
Our governance sustainability agenda
comprises eight key areas
Our overarching governance sustainability agenda, set out
below, is overseen by our Board Sustainability Committee,
(see pages 117 to 119); with the exception of anti-bribery
and anti-corruption, sanctions, export control and customs,
and financial sustainability and tax transparency, which are
overseen by the Audit and Risk Committee (see pages 110
to 116).
1
Anti-bribery and anti-corruption
When dealing with business partners, suppliers and
customers, or when engaging with public officials, we expect
our employees to act in a transparent and fair manner. We
choose our business partners and suppliers carefully and
avoid working with anyone who does not meet and adhere
to the same high standards.
The key principles we expect everyone to follow include
not offering or accepting bribes or improper payments;
not improperly influencing any individual; and not
participating in any kind of corrupt business activity, either
directly or through a third party. To help our employees
understand what is expected of them we have developed
a comprehensive training course, refreshed this year, which
all new joiners must complete to pass their probationary
period, and which all employees must retake annually; we
also maintain a detailed policy document, www.oxinst.com/
investors-content/compliance/anti-bribery-and-corruption.
No one has been dismissed during FY23/24 as a result of
having committed bribery.
Governance: Upholding high ethical standards
2
Sanctions, export control and customs
We review our Sanctions Policy regularly (most recently in
May 2024) to align with UN, UK, EU and US sanctions.
We are committed to adhering to both the letter and the
spirit of export controls governing our activities, and engage
regularly with the UK Government’s Export Control Joint
Unit and its equivalents in other jurisdictions. In response
to geopolitical shifts, we have pivoted our regional focus
towards less sensitive applications and customers in China
this year, and exited the quantum market in the country.
3
Inside information and share dealing
As a listed company on the London Stock Exchange,
Oxford Instruments and its employees must comply with
the relevant laws relating to inside information and share
dealing, including the UK Market Abuse Regulation, as well
as our internal Share Dealing Policy. We ensure that there
are adequate procedures, systems and controls in place to
identify, manage and disclose inside information and also
support our employees and anyone working on our behalf
with understanding their obligations.
4
Supply chain responsible sourcing
We operate our business in compliance with all applicable
laws and regulations and expect our suppliers to do the
same. The overarching standards we expect from our
suppliers, covering all operations, are set out in our Supplier
Quality Manual, which incorporates our Code of Conduct
for Representatives and Suppliers, www.oxinst.com/assets/
uploads/documents/OI_COC_REPS_SUPPLIERS.pdf.
In addition, as part of our supplier contracts, suppliers are
required to warrant that they and their sub-contractors will
comply with all applicable laws, statutes, regulations and
codes relating to modern slavery, anti-bribery and anti-
corruption, and Oxford Instruments’ Supplier Quality Manual,
which incorporates our Code of Conduct for Representatives
and Suppliers.
We are committed to avoiding the use of controversial
materials and proactively eliminating the use of so-called
‘conflict minerals’, i.e. minerals sourced from mines in the
Democratic Republic of Congo and adjoining countries
which support or fund conflict from products and the supply
chain. Our conflict minerals policy covers all operations. We
undertake due diligence on our key suppliers and expect
them, in turn, to conduct due diligence on their own supply
chain to help eliminate the use of conflict minerals.
Our online supplier portal allows us to store and audit
our key supplier documents and has been extended
and updated in 2024 to collect information on product
environmental compliance, quality and sustainability.
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5
Human rights and modern slavery
We are committed to preventing acts of modern slavery
and human trafficking from occurring within our business
and supply chain. We take a zero-tolerance approach to all
forms of modern slavery, including servitude, forced bonded
and compulsory labour, and human trafficking. We require
our suppliers to guarantee the applicable national statutory
minimum living wage.
Bespoke training is mandatory for relevant employees to
help them recognise where there may be risks of modern
slavery and human trafficking within our business and our
supply chains.
We have an established Whistleblowing Procedure for
employees to report any concerns, and further guidance
is also made available in our Global Human Rights
Policy. In addition, we have extended the availability
of our Whistleblowing hotline to all our suppliers and
representatives.
Our global Code of Conduct sends a clear message to
our employees, business partners, investors and other
stakeholders about our business principles and ethics.
Our Anti-Slavery and Human Trafficking Statement is
updated annually and can be found both on our website and
on the Government’s Modern Slavery Statement Registry.
6
Intellectual property and confidentiality
Our intellectual property (IP) is one of our most important
assets; it is key to our success in the market and enables
us to secure and maintain a competitive advantage. We
have comprehensive policies and procedures in place to
protect it, including templates, guidance and training for
colleagues. We continue to protect our inventions, brand
anddesigns through the use of registered IP rights. In the
year we filed a number of new priority patent applications.
Oxford Instruments often collaborates with third parties
on projects which generate new IP, further enhancing our
product offerings to our customers. In these situations,
we will not use any IP without it first being legitimately
acquiredor licensed.
7
Data protection, data privacy and data security
Our global privacy standard www.oxinst.com/corporate-
content/privacy sets out the principles that guide our
approach to handling personal information, and all
employees are required to undertake mandatory training
ondata protection.
Our marketing teams work closely with our legal teams
to ensure our marketing activities are compliant with the
European General Data Protection Regulation (GDPR), UK
GDPR and related privacy legislation in other territories. We
have invested in high-quality CRM and marketing business
systems infrastructure that have enabled us to enhance our
security and controls.
Our legal team develops compliance programmes around
the world to ensure we can respond quickly to any changes
made in the data protection legislation and guidance
fromregulators.
This year we reduced our internal IT vulnerabilities
significantly as a result of upgrading or decommissioning
approximately 100 IT systems globally. We also conducted
several phishing exercises and rolled out mandatory
training for individuals who were identified as requiring
additionalassistance.
8
Financial sustainability and tax transparency
We manage our tax affairs in accordance with the
followingobjectives:
• ensuring compliance with all relevant tax law in
all jurisdictions in which the Group operates whilst
managing the associated tax costs in a manner that is
consistent with our Code of Conduct and its attitude to
commercialrisk;
• seeking to maintain stable effective and cash tax rates
which reflect the geographic markets in which we
operate, and the Group’s tax attributes, such as brought-
forward losses and special deductions such as for
research and development; and
• ensuring that all communication with tax authorities is
conducted in a transparent and professional manner.
Our Group Tax Strategy is available on our website
at oxinst.com.
57Governance Financial StatementsStrategic ReportOverview
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FINANCE REVIEW
Robust growth and
investment for the future
“ We delivered a good constant
currency financial performance
with growth in revenue and
adjusted operating profit. We
continue to invest in resources and
infrastructure across the business
to support future growth. Our
balance sheet remains strong to
support organic and non-organic
growth opportunities.”
GAVIN HILL
Chief Financial Officer
We delivered a robust financial performance as
we invest for the future, with growth in revenue
and with adjusted operating profit broadly in
line with last year. Our underlying book-to-bill
is positive at 1.03, and our orderbook at £302m
provides good visibility for the year ahead.
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Summary
Oxford Instruments uses certain
alternative performance measures
to help it effectively monitor the
performance of the Group as
management believe that these
represent a more consistent measure
of underlying performance. Adjusted
items exclude the amortisation and
impairment of acquired intangible
assets; transaction costs; other
significant non-recurring items; and the
mark-to-market movement of financial
derivatives. All of these are included in
the statutory figures. Note 2 on pages
163 to 165 provides further analysis
of the adjusting items in reaching
adjusted profit measures. Definitions
of the Group’s material alternative
performance measures, along with
reconciliation to their equivalent IFRS
measure, are included within the
Finance Review.
The Group trades in many currencies
and makes reference to constant
currency numbers to remove the
impact of currency effects in the year.
These are prepared on a month-by-
month basis using the translational
and transactional exchange rates
which prevailed in the previous year
rather than the actual exchange
rates which prevailed in the year.
Transactional exchange rates include
the effect of our hedging programme.
Reported orders decreased by 10.3% to
£459.1m (2023: £511.6m), 7.0% down at
constant currency. Underlying orders
at constant currency fell by 2.5% after
adjusting for £23.0m of prior year
orders cancelled due to UK export
licence rejections and our commercial
decision to withdraw from the China
quantum market. Orders were lower
against a strong comparator period
and a slowdown in life-science OEM
orders. Nevertheless, our underlying
book-to-bill was a positive 1.03. At the
end of the year, the Group’s order book
was £301.5m (31 March 2023: £319.6m),
down 5.7% on a reported basis and
3.5% at constant currency.
Reported revenue increased by 5.8%
to £470.4m (2023: £444.7m). Revenue,
excluding currency effects, increased
by 9.8%, with the movement in average
currency exchange rates over the year
reducing reported revenue by £17.8m.
This strong growth was broadly equally
split between price and volume.
Adjusted operating profit was broadly
flat at £80.3m (2023: £80.5m). Adjusted
operating profit, excluding currency
effects, increased by 3.7%, with a
currency headwind in the year of
£3.2m. Adjusted operating margin
fell to 17.1% (2023: 18.1%), reflecting
trading losses incurred in our quantum
business as a result of ceasing
commercial activities in China and
continued operational investment.
Statutory operating profit of
£68.3m (2023: £72.4m) includes the
amortisation of acquired intangibles
of £9.1m (2023: £9.3m) and a charge of
£0.7m (2023: credit of £3.0m) relating
to the movement in the mark-to-
market valuation of uncrystallised
currency hedges for future years. Other
adjusting non-recurring items totalled
£2.2m (2023: £1.8m).
Adjusted profit before tax grew by 1.6%
to £83.3m (2023: £82.0m), representing
a margin of 17.7% (2023: 18.4%).
Statutory profit before tax decreased
by 3.0% to £71.3m (2023: £73.5m),
impacted by the mark-to-market
non-cash charge on financial
derivatives against a credit last year.
This represents a margin of 15.2%
(2023:16.5%).
Adjusted basic earnings per share fell
by 3.3% to 109.0p (2023: 112.7p). Basic
earnings per share were 87.7p (2023:
101.6p), a decrease of 13.7%.
Cash from operations of £59.4m (2023:
£72.9m) represents 47% (2023: 58%)
cash conversion. During the year, we
incurred expenditure of £14.1m on the
construction of our new semiconductor
systems facility near Bristol and facility
expansion in Belfast; cash conversion
on a normalised basis that excludes
this expenditure was 64%, primarily
due to an increase in inventories. Net
cash after borrowings decreased from
£100.2m on 31 March 2023 to £83.8m
on 31 March 2024, with consideration
paid on the acquisition of First Light
Imaging in January 2024.
In March 2024, we entered into a new
revolving credit facility. This provides
for approximately £200m of committed
facilities. This represents total
headroom of just around £284m.
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FINANCE REVIEW continued
Consolidated Statement of Income
The Group Consolidated Statement of Income is summarised below.
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m Change
Revenue 470.4 444.7 +5.8%
Adjusted operating profit 80.3 80.5 (0.2%)
Amortisation of acquired intangible assets (9.1) (9.3)
Non-recurring items (2.2) (1.8)
Mark-to-market of currency hedges (0.7) 3.0
Statutory operating profit 68.3 72.4 (5.7%)
Net finance income
1
3.0 1.1
Adjusted profit before taxation 83.3 82.0 +1.6%
Statutory profit before taxation 71.3 73.5 (3.0%)
Adjusted effective tax rate 24.4% 20.7%
Effective tax rate 28.9% 20.3%
Adjusted earnings per share – basic 109.0p 112.7p (3.3%)
Earnings per share – basic 87.7p 101.6p (13.7%)
Dividend per share (total) 20.8p 19.5p +6.7%
1. Net finance income for 2023 includes a non-cash charge of £0.4m against the unwind of discount on WITec contingent consideration.
Orders and revenue
Total reported orders fell by 10.3% (7.0% at constant currency) to £459.1m. Underlying orders at constant currency, excluding
prior year orders of £23.2m removed due to UK export licence rejections, fell by 2.5%.
Materials & Characterisation reported orders fell by 13.7% (10.6% at constant currency), with orders impacted by a strong
comparator period, particularly in China for our portfolio of electron microscope analysers and atomic force microscopes.
Furthermore, orders were depressed by £9.9m of prior year orders removed as a result of UK export licence restrictions.
In Research & Discovery, orders declined by 9.5% (6.5% at constant currency). Primarily due to a cessation of commercial
activities in the China quantum market, we removed £13.3m of prior year orders; in addition, we experienced weak order
intake from our life science OEM customers. Service & Healthcare orders increased by 0.3% (+4.3% at constant currency).
Reported revenue of £470.4m (2023: £444.7m) increased by 5.8% (+9.8% at organic constant currency).
Reported revenue grew by 7.5% for Materials & Characterisation (+11.4% at constant currency), with strong growth across the
portfolio of product ranges, including electron microscope analysers, atomic force microscopes, Raman systems and our
compound semiconductor processing systems.
Research & Discovery reported revenue grew by 1.9% (+5.7% at constant currency), supported by shipments of our optical imaging
and microscopy products and X-ray tubes. Growth in these products was partially offset by lower revenue from our cryogenic
systems resulting from a significant number of order cancellations as we retrench from the quantum market in China due to UK
export licence restrictions. With long customer lead times in this segment, this foregone revenue could not be replaced in-year.
Revenue from service of our own products, including revenue from our MRI service business in Japan, grew by 7.5% reported
(+12.6% at constant currency).
The book-to-bill ratio (orders received to goods and services billed in the period) for the year was 0.98 (2023: 1.15). After the
exclusion of prior year orders cancelled due to UK export licence restrictions, underlying book-to-bill was 1.03, supported by a
good order performance in Europe and the rest of Asia.
On a geographical basis, revenue grew by 10.7% in Europe (+11.2% at organic constant currency), supported by additional
deliveries of compound semiconductor processing systems and optical imaging and microscopy products.
Reported revenue for North America decreased by 5.7% (1.5% at constant currency) with fewer shipments of our semiconductor
processing systems.
Asia remains our largest region by revenue, with China constituting 58% of regional revenue and 27% of total Group revenue.
Asia delivered revenue growth of 10.1% (+15.7% at constant currency), with strong demand for our electron microscope
analysers and atomic force microscopes, Raman systems and semiconductor processing systems.
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Geographic revenue growth
£m
2023/24
£m
2023/24
% of total
2022/23
£m
2022/23
% of total
Change
£m
%
growth
% growth
at constant
currency
Europe 116.1 25% 104.9 24% +11.2 10.7% 11.2%
North America 122.9 26% 130.3 29% (7.4) (5.7%) (1.5%)
Asia 221.5 47% 201.2 45% +20.3 10.1% 15.7%
Rest of World 9.9 2% 8.3 2% +1.6 19.3% 26.5%
470.4 444.7 +25.7 5.8% 9.8%
The total reported order book declined by 5.7% (3.5% at constant currency). During the year £23m of orders were removed due
to UK export licence restrictions. We have also seen lower lead times for our products, closer to more normalised levels. The
order book, at constant currency, compared to 31 March 2023, decreased by 11.3% for Materials & Characterisation, against a
strong comparator period. Research & Discovery grew by 1.3% at constant currency, with lower demand for our imaging and
microscopy products due to life science OEM weakness, offset by good demand from North America for cryogenic systems for
the quantum market, as well as good growth from our X-ray tubes business. Continued focus on own product service resulted
in growth of 7.9% (+11.0% at constant currency) from Service & Healthcare.
£m
Materials &
Characterisation
Research &
Discovery
Service &
Healthcare Total
Revenue: 2022/23 234.5 139.4 70.8 444.7
Constant currency growth 26.7 7.9 8.9 43.5
Currency (9.0) (5.2) (3.6) (17.8)
Revenue: 2023/24 252.2 142.1 76.1 470.4
Revenue growth: reported 7.5% 1.9% 7. 5% 5.8%
Revenue growth: constant currency 11.4% 5.7% 12.6% 9.8%
Gross profit
Gross profit grew by 5.3% to £242.4m (2023: £230.2m), representing a gross profit margin of 51.5%, a decrease of 30 basis
points against last year due to a small increase in raw material costs and stock provisioning.
Adjusted operating profit and margin
Adjusted operating profit was broadly flat at £80.3m (2023: £80.5m), representing an adjusted operating profit margin of 17.1%
(2023: 18.1%). At constant currency, adjusted operating profit margin was 17.1%, a reduction of 100 basis points. The lower
operating margin reflects losses incurred in our quantum business as a result of ceasing commercial activities in China, as
well as continued investment in operations, IT and infrastructure.
Reported Materials & Characterisation adjusted operating profit increased by 14.6% (+20.2% at constant currency) with
reported margin increasing by 110 basis points to 18.4% (2023: 17.3%). We have seen strong demand across the portfolio
of businesses encompassing electron microscope analysers, atomic force microscopes, Raman systems and compound
semiconductor processing systems.
Within Research & Discovery, our imaging and microscopy business did not see a rise in profitability despite an increase in
revenue. A shortfall in life science OEM orders against a backdrop of operations and sales, marketing and R&D investment has
put a brake on short-term profit growth. Furthermore, an increase in material costs and stock provisioning due to an inventory
build-up resulting from lower than expected order demand and previous high levels of electronic purchases to protect output
and mitigate cost inflation, also impacted profitability. Our cryogenic business has a high exposure to quantum markets and
experienced a large trading loss as a result of ceasing commercial activities in China. Long customer lead times meant that
we were unable to replace foregone production slots within the financial year as we pivot away from markets in China for our
product range. We saw strong growth of 20% at constant currency from our X-Ray Technology business. As a result, adjusted
operating profit for the segment declined by 24.4% (26.1% at constant currency) and reported margin fell to 9.6% (2023: 12.9%).
Service & Healthcare reported adjusted operating profit fell by 7.7% (2.3% at constant currency) due to a significant increase in
helium costs under MRI service contracts and higher than expected spare parts usage. Margin decreased by 440 basis points
to 26.7% (2023: 31.1%).
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FINANCE REVIEW continued
Transaction and translation currency effects (including the impact of transactional currency hedging) have reduced reported
adjusted operating profit by £3.2m when compared to blended hedged exchange rates for the prior period.
£m
Materials &
Characterisation
Research &
Discovery
Service &
Healthcare Total
Adjusted operating profit: 2022/23 40.5 18.0 22.0 80.5
Constant currency growth 8.2 (4.7) (0.5) 3.0
Currency (2.3) 0.3 (1.2) (3.2)
Adjusted operating profit: 2023/24 46.4 13.6 20.3 80.3
Adjusted operating margin
1
: 2022/23 17.3% 12.9% 31.1% 18.1%
Adjusted operating margin
1
: 2023/24 18.4% 9.6% 26.7% 17.1%
Adjusted operating margin
1
(constant currency): 2023/24 18.6% 9.0% 27.0% 17.1%
1. Adjusted margin is calculated as adjusted operating profit divided by revenue. Adjusted margin at constant currency is defined as adjusted
operating profit at constant currency divided by revenue at constant currency.
Divisional change (indicative and unaudited)
For FY25 we are changing our organisational structure to two divisions: Imaging & Analysis, and Advanced Technologies.
Our Materials Analysis businesses, Andor and Japan MRI will form the Imaging & Analysis division, with Plasma Technology,
NanoScience and X-Ray Technology comprising the Advanced Technologies division. We will report under the new divisional
structure for the 2024/25 interims. For comparative purposes, we show the FY23 and FY24 pro forma results on an indicative
and unaudited basis below.
£m
Imaging &
Analysis
Advanced
Technologies Total
Revenue: 2023/24 327.9 142.5 470.4
Adjusted operating profit: 2023/24 80.1 0.2 80.3
Adjusted operating margin
1
: 2023/24 24.4% 0.1% 17.1%
1. Adjusted margin is calculated as adjusted operating profit divided by revenue.
£m
Imaging &
Analysis
Advanced
Technologies Total
Revenue: 2022/23 308.3 136.4 444.7
Adjusted operating profit: 2022/23 75.1 5.4 80.5
Adjusted operating margin
1
: 2022/23 24.4% 4.0% 18.1%
1. Adjusted margin is calculated as adjusted operating profit divided by revenue.
Statutory operating profit and margin
Statutory operating profit declined by 5.7% to £68.3m (2023: £72.4m), representing an operating profit margin of 14.5% (2023:
16.3%). Statutory operating profit is after the amortisation and impairment of acquired intangible assets; transaction costs;
other significant non-recurring items; and the mark-to-market of financial derivatives. The decline in profit was largely driven
by a charge on the mark-to-market of financial derivatives.
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Adjusting items
Amortisation of acquired intangibles of £9.1m (2023: £9.3m) relates to intangible assets recognised on acquisitions, being the
value of technology, customer relationships and brands.
Non-recurring items within operating profit total £2.2m (2023: £1.8m). We recorded net income of £2.9m on settlement of a
third-party IP patent dispute. This was offset by acquisition costs of £1.0m, CEO dual running costs of £2.0m (incorporating six
months of overlap and buy-out compensation costs) and one-off costs of £1.7m relating to the move of our semiconductor
processing business to a new site. Finally, we recorded a charge of £0.4m reflecting past service costs on our defined benefit
pension scheme as a consequence of removing the pension increase exchange option for deferred members.
The Group uses derivative products to hedge its short-term exposure to fluctuations in foreign exchange rates. Our hedging
policy allows for forward contracts to be entered into up to 24 months forward from the end of the next reporting period. The
Group policy is to have in place at the beginning of the financial year hedging instruments to cover up to 80% of its forecast
transactional exposure for the following 12 months and, subject to pricing, up to 20% of exposures for the next six months. The
Group has decided that the additional costs of meeting the extensive documentation requirements of IFRS 9 to apply hedge
accounting to these foreign exchange hedges cannot be justified. Accordingly, the Group does not use hedge accounting for
these derivatives.
Net movements on mark-to-market derivatives in respect of transactional currency exposures of the Group in future periods
are disclosed in the Income Statement as foreign exchange and excluded from our calculation of adjusted profit before
tax. In the year this amounted to a charge of £0.7m (2023: credit of £3.0m). The net asset movement for derivative financial
instruments over the year reflects: (i) the crystallisation of forward contracts that were hedging the 23/24 financial year
which are recognised in adjusted operating profit; and an uncrystallised increase in the mark-to-market valuation of forward
contracts from a rise in the value of sterling at the balance sheet date against a blended rate achieved on forward contracts
that will mature over the next 12 months.
Net finance income
The Group recorded net interest income of £3.0m (2023: £1.1m) due to an increase in interest income on our net cash balance.
In addition, we recorded an increase in interest on lease liabilities owing to an increase in right-of-use assets.
Adjusted profit before tax and margin
Adjusted profit before tax increased by 1.6% to £83.3m (2023: £82.0m). The adjusted profit before tax margin of 17.7%
(2023:18.4%) was below last year due to a decrease in the adjusted operating margin, partially offset by an increase in
netfinance income.
Reconciliation of statutory profit before tax to adjusted profit before tax
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Statutory profit before tax 71.3 73.5
Add back:
Amortisation of acquired intangible assets 9.1 9.3
Non-recurring items in operating profit (Note 2) 2.2 2.2
Mark-to-market of currency hedges 0.7 (3.0)
Adjusted profit before tax 83.3 82.0
Statutory profit before tax and margin
Statutory profit before tax decreased by 3.0% to £71.3m (2023: £73.5m). Statutory profit before tax is after the amortisation and
impairment of acquired intangible assets; transaction costs; other significant non-recurring items; and the mark-to-market of
financial derivatives. The statutory profit before tax margin of 15.2% (2023: 16.5%) was below last year due to a lower operating
margin and the charge from the mark-to-market valuation movement on financial derivatives.
Taxation
The adjusted tax charge of £20.3m (2023: £17.0m) represents an effective tax rate of 24.4% (2023: 20.7%). The increase
primarily reflects a rise in the UK rate of corporation tax to 25%. The tax charge of £20.6m (2023: £14.9m) represents an
effective tax rate of 28.9% (2023: 20.3%). The increase in the effective tax rate is due to the increase in the UK tax rate,
expenditure not deductible for tax purposes and the impact of prior year adjustments. We expect the adjusted effective
taxrate to increase in 2024/25 to approximately 25.1%.
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FINANCE REVIEW continued
Earnings per share
Adjusted basic earnings per share decreased by 3.3% to 109.0p (2023: 112.7p); adjusted diluted earnings per share decreased
by 3.4% to 107.5p (2023: 111.3p). Basic earnings per share declined by 13.7% to 87.7p (2023: 101.6p); diluted earnings per share
declined by 13.8% to 86.5p (2023: 100.3p).
The number of undiluted weighted average shares increased to 57.8 million (2023: 57.7 million).
Currency
The Group faces transactional and translational currency exposure, most notably against the US dollar, euro and Japanese
yen. For the year, approximately 17% of Group revenue was denominated in sterling, 52% in US dollars, 20% in euros, 9% in
Japanese yen and 2% in other currencies. Translational exposures arise on the consolidation of overseas company results
into sterling. Transactional exposures arise where the currency of sale or purchase transactions differs from the functional
currency in which each company prepares its local accounts.
The Group’s translation and transaction foreign currency exposure for the full year is summarised below.
£m (equivalent) Revenue
Adjusted
operating profit
Sterling 81.0 (91.5)
US dollar 243.3 115.3
Euro 93.5 31.5
Japanese yen 42.1 23.1
Chinese renminbi 5.2 0.9
Other 5.3 1.0
470.4 80.3
The Group maintains a hedging programme against its net transactional exposure using internal projections of currency
trading transactions expected to arise over a period extending from 12 to 24 months. As at 31 March 2024, the Group had
currency hedges in place extending up to 18 months forward.
For the full year 2024/25, our assessment of the currency impact is, based on hedges currently in place and forecast currency
rates, a headwind of £8.4m to revenue and £6.2m to profit. Forecast currency rates on unhedged positions for the full year
are GBP:USD 1.28; GBP:EUR 1.17; GBP:JPY 200. The headwind to operating profit is due to stronger sterling currency rates on
hedged transactional US dollar, euro and Japanese yen exposures against hedged currency rates achieved in 2023/24. In
addition, we face stronger sterling currency rates on unhedged transactional and translational US dollar, euro and Japanese
yen exposures against actual currency rates achieved in 2023/24. All currency impacts are prior to mitigating pricing and cost
actions. Uncertain volume and timing of shipments and acceptances, currency mix and rate volatility may significantly affect
full-year currency forecast effects.
Looking further ahead to the financial year 2025/26, based on the above currency assumptions, we would expect currency
effects to have a neutral impact to revenue and operating profit.
Acquisition of First Light Imaging SAS
On 9 January 2024, the Group completed the purchase of 100% of the share capital in First Light Imaging SAS for an initial
consideration of €15.7m. Additional consideration of €3.0m may be paid after a period of one year if specific conditions on
trading performance are met.
Acquisition of FemtoTools AG
On 7 June 2024, the Group agreed to purchase 100% of the shared capital of FemtoTools AG for an initial consideration of
CHF 17m, subject to certain closing conditions which are expected to be satisfied within four weeks of signing these financial
statements. Additional consideration of up to CHF 7m is conditional on trading performance over a period of 33 months.
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Dividend
The Group’s policy on the dividend takes into account changes to underlying earnings, dividend cover, movements in currency
and demands on our cash. The Board remains confident in the long-term performance of the business and has proposed a
final dividend of 15.9p (2023: 14.9p) per share. This results in a total dividend of 20.8p (2023: 19.5p) per share, growth of 6.7%.
An interim dividend of 4.9p per share was paid on 12 January 2024. The final dividend will be paid, subject to shareholder
approval, on 20 August 2024 to shareholders on the register as at 12 July 2024.
Consolidated Statement of Cash Flows
The Group Consolidated Statement of Cash Flows is summarised below.
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Adjusted operating profit 80.3 80.5
Depreciation and amortisation 11.0 10.8
Adjusted
1
EBITDA 91.3 91.3
Working capital movement (24.7) (9.1)
Non-recurring costs (2.2) –
Equity settled share schemes 3.0 2.4
Pension scheme payments above charge to operating profit (8.0) (11.7)
Cash from operations 59.4 72.9
Interest 2.2 0.4
Tax (16.1) (5.7)
Capitalised development expenditure (0.7) (0.6)
Net expenditure on tangible and intangible assets (26.5) (32.1)
Acquisition of subsidiaries, net of cash acquired (13.4) (4.8)
Dividends paid (11.4) (10.6)
Proceeds from issue of share capital – 0.1
Payments made in respect of lease liabilities (4.8) (5.6)
Decrease in borrowings (1.8) (0.5)
Net (decrease)/increase in cash and cash equivalents (13.1) 13.5
1. Adjusted EBITDA is defined as Adjusted operating profit before depreciation and amortisation of capitalised development costs.
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FINANCE REVIEW continued
Cash from operations
Cash from operations of £59.4m (2023: £72.9m) represents 47% (2023: 58%) cash conversion. Cash conversion on a normalised
basis was 64%, which excludes capital expenditure relating to our new semiconductor systems facility and facility expansion
in Belfast. Cash conversion is defined as cash from operations before business reorganisation costs and pension scheme
payments above charge to operating profit, less capitalised development expenditure, capital expenditure and payments
made in respect of lease liabilities, divided by adjusted operating profit.
Reconciliation of cash generated from operations to adjusted operating cash flow
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Cash from operations 59.4 72.9
Add back/(Deduct):
Pension scheme payments above charge to operating profit 8.0 11.7
Non-recurring costs 2.2 –
Capitalised development expenditure (0.7) (0.6)
Expenditure on tangible and intangible assets (26.5) (32.1)
Repayment of lease payables (4.8) (5.6)
Adjusted cash from operations 37.6 46.3
Cash conversion % (adjusted cash from operations/adjusted operating profit) 47% 58%
Cash conversion % (normalised
1
) 64% 88%
1. Cash conversion calculated on a normalised basis excludes expenditure in the year of £14.1m (2023: £24.7m) on the new semiconductor systems
facility in Bristol and site expansion in Belfast.
Working capital increased by £24.7m, with inventories increasing by £26.3m. Approximately half the inventory increase was
due to higher raw materials from customer OEM overstocking within our optical imaging business leading to an unexpected
decline in orders against an already-planned production cycle, raw material investment ahead of the move to the new
semiconductor systems facility in Bristol, and the impact of UK export licence restrictions to China which resulted in an
increase in finished goods. A quarter of the increase related to investment in work-in-progress on a one-off quantum-related
long-term contract, additional demo stock (principally for our newer life science products), higher levels of service stock within
our regions, and additional safety stock to limit operational risk. The remaining increase supports the revenue growth that the
business has delivered over the year.
Interest
Net interest received was £2.2m (2023: £0.4m), the improvement reflecting the higher interest income received on our net
cashbalance.
Tax
Tax paid was £16.1m (2023: £5.7m). In the prior year the Group benefited from accelerated capital allowances on the new
semiconductor facility currently under construction, partly contributing to cash tax being lower than the accounting charge.
Investment in Research and Development (R&D)
Total cash spend on R&D in the year was £39.2m, equivalent to 8.3% of sales (2023: £34.8m, 7.8% of sales). A reconciliation
between the adjusted amounts charged to the Consolidated Statement of Income and the cash spent is given below:
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
R&D expense charged to the Consolidated Statement of Income 39.1 36.7
Depreciation of R&D-related fixed assets (0.2) (0.3)
Amounts capitalised as fixed assets 0.2 –
Amortisation and impairment of R&D costs capitalised as intangibles (0.6) (2.2)
Amounts capitalised as intangible assets 0.7 0.6
Total cash spent on R&D during the year 39.2 34.8
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Net cash and funding
Net cash
Cash from operations in the year was partially offset by an increase in capital expenditure and payment of initial consideration
for the acquired First Light Imaging business, resulting in a decrease in the Group’s net cash position at 31 March 2024 to
£83.8m (31 March 2023: £100.2m).
The Group invested in tangible and intangible assets of £26.5m, of which £11.7m relates to payments associated with the new
semiconductor systems facility in Bristol and £2.4m against the facility expansion in Belfast. For the financial year ended 31
March 2025, we expect payments of approximately £7m to complete the facility in Bristol and expenditure of approximately
£10m on the Belfast expansion.
Movement in net cash £m
Net cash after borrowings as at 31 March 2023 100.2
Cash generated from operations 59.4
Interest 2.2
Tax (16.1)
Capitalised development expenditure (0.7)
Net expenditure on tangible and intangible assets (26.5)
Acquisition of subsidiaries, net of cash acquired (13.4)
Dividend paid (11.4)
Payments made in respect of lease liabilities (4.8)
Foreign exchange & other (5.1)
Net cash after borrowings as at 31 March 2024 83.8
Net cash including lease liabilities
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Net cash after borrowings 83.8 100.2
Lease liabilities (33.4) (31.4)
Net cash and lease liabilities after borrowings 50.4 68.8
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FINANCE REVIEW continued
Return on capital employed (ROCE)
ROCE measures effective management of capital employed relative to the profitability of the business. ROCE is calculated
as adjusted operating profit less amortisation of intangible assets divided by average capital employed. Capital employed
is defined as assets (excluding cash, pension, tax and derivative assets) less liabilities (excluding tax, debt and derivative
liabilities). Average capital employed is defined as the average of the closing balance at the current and prior year end. ROCE
has fallen to 29.1% (2023: 35.2%), with the change principally reflecting an increase in assets from the acquisition of First Light
Imaging SAS and the large investment in the new semiconductor systems facility in Bristol which has increased property,
plant and equipment, as well as a higher level of inventories at the year end.
Return on capital employed
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Adjusted operating profit 80.3 80.5
Amortisation of acquired intangible assets (9.1) (9.3)
Adjusted operating profit after amortisation of acquired intangible assets 71.2 71.2
Property, plant and equipment 80.5 59.3
Right-of-use assets 32.4 31.4
Intangible assets 137.9 132.1
Long-term receivables 1.3 0.5
Inventories 108.4 81.4
Trade and other receivables 114.7 113.2
Non-current lease payables (28.6) (26.2)
Trade and other payables (166.2) (159.4)
Current lease payables (4.8) (5.2)
Current provisions (6.4) (7.6)
Capital employed 269.2 219.5
Average capital employed 244.4 202.1
Return on capital employed (ROCE) 29.1% 35.2%
Return on invested capital (ROIC)
ROIC measures the after-tax return on the total capital invested in the business. It is calculated as adjusted operating profit
after tax divided by average invested capital. Invested capital is total equity less net cash, including lease liabilities. Average
invested capital is defined as the average of the closing balance at the current and prior year end. Oxford Instruments aims to
deliver high returns, measured by a return on capital in excess of our weighted average cost of capital. ROIC was lower than
the previous year due to an increase in property assets and leases, and higher working capital.
Return on invested capital
Year ended
31 March 2024
£m
Year ended
31 March 2023
£m
Adjusted operating profit 80.3 80.5
Taxation (20.3) (17.0)
Adjusted operating profit after taxation 60.0 63.5
Total equity 365.7 344.0
Net cash after borrowings (including lease liabilities) (50.4) (68.8)
Invested capital 315.3 275.2
Average invested capital 294.3 262.1
Return on invested capital (ROIC) 20.3% 24.2%
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Funding
On 19 March 2024, the Group entered into a new four-year unsecured multi-currency revolving facility agreement, with two
extension options. The facility has been entered into with four banks and comprises a euro-denominated multi-currency
facility of €95.0m (£81m) and a US dollar-denominated multi-currency facility of $150.0m (£118m).
Debt covenants are net debt to EBITDA less than 3.0 times and EBITDA to interest greater than 4.0 times. As at 31 March 2024
the business had net cash.
Pensions
The Group has a defined benefit pension scheme in the UK. This has been closed to new entrants since 2001 and closed to
future accrual from 2010.
On an IAS 19 basis, the surplus arising from our defined benefit pension scheme obligations on 31 March 2024 was £16.1m
(2023: £26.4m). The value of scheme assets fell to £239.7m (2023: £251.5m) due to a fall in value of the scheme’s gilt holdings
and other liability matching assets. Scheme liabilities decreased to £223.6m (£225.1m), principally due to a decrease in the
inflation-linked assumptions.
Pension recovery payments above charge to operating profit total £8.0m (2023: £11.7m). In the comparative year, an advance
payment of £4.0m was made to allow the Trustees to meet collateral calls to swap counterparties under the Liability Driven
Investment scheme. These funds were not required and while the company has the right to recover this advance through
making reduced payments in the future, it is not expected to do so.
The scheme’s actuarial valuation review, rather than the accounting basis, determines our cash payments into the scheme.
The cash contributions into the scheme are expected to continue until 2025, at which point we expect, based on current
assumptions, for the scheme to achieve self-sufficiency. The scheme rules provide that in the event of a surplus remaining
after settling contractual obligations to members, the Group may determine how the surplus is utilised.
Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position,
are set out in the Performance Highlights, Chief Executive Officer’s Review and Operations Review sections of this Report. The
financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Finance Review.
The Going concern statement is set out on page 81 in the Risk Management section of the Strategic Report.
Forward-looking statements
This document contains certain forward-looking statements. The forward-looking statements reflect the knowledge and
information available to the company during the preparation and up to the publication of this document. By their very nature,
these statements depend upon circumstances and relate to events that may occur in the future, thereby involving a degree of
uncertainty. Therefore, nothing in this document should be construed as a profit forecast by the company.
GAVIN HILL
Chief Financial Officer
10 June 2024
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RISK MANAGEMENT
Audit, risk and
internal control
An ongoing process for identifying,
evaluating and managing the
significant risks faced by the Group
is embedded throughout the
organisation. Day-to-day management
of this process has been delegated by
the Board to the Executive Directors,
as detailed in the Audit and Risk
Committee Report on pages 110 to
116. Our risk management and internal
control systems have been in place
throughout the financial year and
up to the date of approval of this
Annual Report, and are subject to
annual review by the Audit and Risk
Committee. In respect of the year
ended 31 March 2024, the Board
considered that these processes
remained effective. A summary of our
risk management framework and
process can be found below and on
pages 72 to 73.
Risk governance framework
The diagram below summarises the key accountabilities and features of our risk governance framework.
Operational
management
Responsible for risk
management and
control within the
business and, through
the Management Board,
implementing Board
policies on risk and
control.
Guided by the internal
audit and assurance
function, completes
detailed risk reviews
on a quarterly basis.
Internal audit and
assurance function
Assesses the adequacy
and effectiveness
of the management
of significant risk
areas and provides
oversight of operational
management’s frontline
and assurance activities.
Further information
regarding the scope
of internal audit and
assurance activities is
set out on page 71.
Board
Oversees the internal
control framework
and determines the
nature and extent of
the principal risks the
company is willing to
take in order to achieve
its long-term strategic
objectives.
Ultimately accountable
for approving the
adequacy and
effectiveness of internal
controls operated by
the Group.
Audit and Risk
Committee
Reviews the internal
financial controls and
systems that identify,
assess, manage and
monitor financial risks,
and other internal
control and risk
management systems.
More information
regarding the work of
the Committee can be
found in its report on
pages 110 to 116.
Approach to risk management
The Board has carried out a robust
assessment of the principal risks
facing the Group, including those
which threaten its business model,
future performance, solvency and
liquidity. Details of all major risks
identified, and the mitigating actions
adopted, are reported to and reviewed
by the Audit and Risk Committee
throughout the year. On pages 73
to 78 we provide an overview of the
major risks and uncertainties faced by
the Group. All business units follow a
standard process for risk identification
and reporting. The process is further
described on page 72. On a regular
basis, each business unit reviews
and updates its risk register which
is then consolidated and assessed
in the context of the wider Group
and reported to the Chief Executive
Officer. If a material risk changes or
arises, a review of the adequacy of the
mitigating actions taken is completed
with the Chief Executive Officer.
The Board and Audit and Risk
Committee also consider any risks
which may impact delivery against
our strategic objectives at a Group
level, and consider the approach to
managing and mitigating these risks.
Priorities during financial
year ended 31 March 2024
During the year ended 31 March 2024
our priorities included continuing
to strengthen the Group’s internal
audit provision by engaging external
expertise to support and enhance
the delivery of our internal audit
plan, developing and commencing
execution of a Group-wide compliance
training programme and working to
enhance the risk management and
internal control structures associated
with our enterprise resource planning
(ERP) system. During the year ahead,
we will focus further on our plans
to adopt the changes we consider
necessary to comply with the revised
UK Corporate Governance Code as
published in January 2024.
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Internal control
Our internal control framework
includes central direction, oversight
and risk management of the key
activities within the Group. It includes
a financial planning process which
comprises a five-year planning
model and a detailed annual budget
which is subject to Board approval.
All Group businesses’ results are
reported monthly and include variance
analysis to budget and the prior
year. Management also prepares
monthlyreforecasts.
Control activities include policies
and procedures for appropriate
authorisation and approval of
transactions, the application of
financial reporting standards and
reviews of significant judgements
and financial performance. Financial,
regulatory and operational controls,
procedures and risk activities across
the Group are reviewed by the Group’s
internal audit and assurance function,
and are subject to separate review by
subject matter experts where required
(e.g. trade compliance and health
andsafety).
The internal control framework
has been designed to manage,
rather than eliminate, material risks
to the achievement of strategic
and business objectives and can
provide only reasonable, and not
absolute, assurance against material
misstatement or loss. Due to inherent
limitations, internal controls over
financial reporting may not prevent
or detect all misstatements. There
has been no material change to the
Group’s internal control framework
during the period covered by this
Annual Report.
The key components designed to provide effective internal control within the
Group include:
• a formal schedule of matters reserved for the Board for decision and
specific terms of reference for each of its Committees; other than these
matters, the Board delegates to the Chief Executive Officer, who in turn
reviews the delegation of authorities throughout the management
structure;
• the Group’s internal management beneath the Board is led by the
Management Board. Day-to-day responsibility for the management of the
Group is delegated to the Management Board. There are clearly defined
lines of management responsibilities at all levels up to and including the
Group Board, and the Group’s accounting and reporting functions reflect
this organisation;
• whilst financial executives within Group businesses largely report to their
own operational head, there is also a well-established and acknowledged
functional reporting relationship to the Chief Financial Officer;
• the Board reviews strategic issues and options both as part of the annual
strategic planning process and on an ongoing basis throughout the year.
In addition, the Executive Directors maintain a five-year planning model of
the Group and its individual businesses;
• annual budgets are prepared for each of the Group’s businesses which
include monthly figures for turnover, profit, capital expenditure, cash
flow and borrowings. The budgets are reviewed through the Group
management structure and result in a Group financial budget which is
considered and approved by the Board;
• the businesses prepare monthly management accounts which compare
the actual operating result with both the budget and prior year. They also
prepare rolling reforecasts for orders, turnover, operating profit and cash.
These are reviewed by the Board at each of its scheduled meetings;
• the Board approves all acquisition and divestment proposals and there
are established procedures for the planning, approval and monitoring of
capital expenditure;
• for all major investments, the performance of at least the first 12 months
against the original proposal is reviewed by the Board;
• internal audits are carried out through a system of regular reviews of
the financial and non-financial internal controls at individual businesses.
See the Audit and Risk Committee Report on pages 110 to 116, for more
information;
• the Board and its Committees receive regular updates on trade
compliance, sustainability, business ethics, health and safety, treasury, tax,
insurance and litigation, amongst other topics;
• authorisation limits are set at appropriate levels throughout the Group;
compliance with these limits is monitored by the Chief Financial Officer and
the Group assurance function;
• there is a detailed and risk-based delegation of authority structure in
place for sales contracts and managing commercial risks. Contracts with
onerous terms and conditions (such as unlimited liability contracts) are
subject to enhanced approval requirements;
• the International Trade Committee monitors, considers action and makes
recommendations around the management of key risks relating to
international trade, including sanctions, export controls and customs; and
• as regards the UK pension scheme, the Group nominates half of
the Trustee Directors of the scheme’s Corporate Trustee; involves as
appropriate its own independent actuary to review actuarial assumptions;
agrees the investment policy with the Trustee; works with the Trustee on
its investment sub-committee to deal with day-to-day investment matters;
ensures there is an independent actuarial valuation every three years; and
agrees funding levels to provide adequate funding to meet the benefit
payments to the members as they fall due.
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Risk management process
The diagram below summarises our methodical approach to risk management. The principal risks and uncertainties detailed
on pages 73 to 78 are identified, reported and monitored through this process.
Emerging risks
The Board is required to complete a
robust assessment of the company’s
emerging and principal risks and
confirms that it performed such an
evaluation during the financial year.
It is recognised that emerging risks
can also be principal risks. A detailed
description of the principal risks and
the activities to mitigate these is set
out on pages 73 to 78.
The identification and evaluation
of emerging risks is derived from
the Group’s quarterly risk reporting
framework. The output from the
business units’ detailed risk registers
is reviewed by the Group Head of Risk,
Assurance and Trade Compliance
and the Chief Financial Officer every
quarter. Any new risks reported by the
business units are specifically identified
and discussed as part of this process.
A formal review of emerging risks is
conducted annually, with the outputs
shared and discussed with the Audit
and Risk Committee as part of its
review of the Group risk register and
principal risks and uncertainties.
During the latest review the Audit and
Risk Committee considered whether
generative artificial intelligence
(‘Generative AI’) may represent an
emerging risk. They concluded that
whilst this presents significant risks
and opportunities for the Group, these
are already contemplated by some of
our other principal risks, such as new
product introduction and legal and
regulatory compliance, and therefore
it is not necessary to consider it a
principal risk in its own right.
The Committee also considered
management’s proposal to add
operational transformation as a new
principal risk, which was identified
as part of the emerging risk review.
It is disclosed as principal risk 2 and
further details are set out on page
74. The Committee agreed with
management’s assessment that
operational transformation constitutes
a principal risk, because delivering
future improvements in operating
margins partly depends upon realising
efficiency gains from the operational
transformation programme, and
considers the detailed disclosure to
beappropriate.
Principal risks
and uncertainties
Principal risks are reported and
discussed at every meeting of the
Audit and Risk Committee. We
generally consider that principal
risks are those which could have a
significant adverse impact on the
Group’s business model, financial
performance, liquidity or reputation.
The Audit and Risk Committee also
considers emerging risks, within the
risk management framework. A formal
review of emerging risks is conducted
annually. Risks relating to the use of
generative AI were identified but were
not considered to represent a principal
risk to the Group.
Four risks which were separately
identified in the Report and Financial
Statements 2023 have now been
combined into two risks, as their nature
and potential impacts were considered
to be similar. Market risk and the risk
of adverse movements in long-term
foreign currency are considered
to be part of macroeconomic risk.
Risks relating to disruption from a
global pandemic or disaster have
been incorporated into business
interruption risk. The Board no longer
considers risks relating to the funding
of the Group’s defined benefit pension
scheme to be a significant risk and it is
no longer identified nor disclosed as a
principal risk.
Principal risks and
uncertainties matrix
Our principal risks and uncertainties
are mapped onto a probability
and impact matrix, so that we can
meaningfully assess their relative
importance. The arrows used in this
matrix indicate the change in the
risk by comparison to the prior year’s
assessment. Our methodology uses
the Group’s assessment of the residual
risk, being the probability of the risk
occurring and the potential impact
it may have, taking account of any
mitigating actions and controls that
have been implemented.
In the simplified version of this matrix
shown here, the most significant
risks are positioned in its top right
quadrant and the least significant in
the bottom left. It shows that, based
on our assessment, the likelihood of
the Cyber/Information technology
risk materialising has increased
compared to the prior year, due to
external factors, while the residual
risk for all existing risk categories
remains the same as the prior year.
Alignment
with strategy
The broad range of
potential factors which
could impact the Group
are considered and
those which have a
significant effect on
its ability to deliver its
strategy are determined
to be principal risks and
uncertainties.
Evaluation
of risk
Careful consideration
is given to:
i) the specific scenarios
in which the risk could
arise; and
ii) the various potential
impacts which the
risk could present.
Mitigation
implementation
Suitable management
actions or robust
control mechanisms are
determined, developed
and implemented.
Risk
review
An embedded, cyclical
process review:
i) determination of
principal risks and
uncertainties; and
ii) the effectiveness of
the implemented
mitigation
mechanisms.
RISK MANAGEMENT continued
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Our assessment of the operational transformation risk is that
should it materialise, the impact is likely to be major, while
the likelihood is considered to be possible.
The risk management process identified 11 principal risks.
Across pages 73 to 78 we have summarised each risk,
explained why it is relevant for the Group, set out the
potential consequences should it materialise and detailed
the risk mitigation mechanisms. The arrows indicate the
change (up for an increased risk, down for a decreased
risk). A static risk is depicted by an equals symbol. Risks are
managed at Board level and are not assigned an individual
risk owner.
1
8
4
2
9
5
3
10
11
6
7
Geopolitical
Legal and regulatory compliance
Routes to market
Operational transformation
People and capability
New Product Introduction (NPI)
Supply chain
Business interruption
Climate change
Macroeconomic
Cyber/information technology
Key:
1
7
325
11
8
10
4
6
9
Rare Unlikely ProbablePossible Very likely
Likelihood
Impact
Minor Moderate Significant Major Severe
1
Geopolitical
Context: The Group operates in global markets and is
required to comply with relevant regulations including,
but not limited to, sanctions, embargoes and export
controls. Government policy on the export of specific
technologies and the approval of particular end users
is subject to foreign policy objectives which can change
over time.
Risk
Changes in the geopolitical landscape, or an escalation
in global trade tensions, may result in major obstacles
to trade with specific customers or end users in key
markets. Events such as conflicts and regime change can
trigger changes in foreign policy objectives relating to
sanctions, trade embargoes, export licensing and trade
tariffs. Further, as a consequence of such restrictions,
affected nations may seek to reduce reliance on imports
in strategic technologies through the development of
domestic competition and/or implement protectionist
measures. This risk is particularly relevant to the export
of certain technologies to China for end uses in both
quantum computing and advanced semiconductor
manufacturing. With manufacturing operations in the UK,
the US, Germany and France, the Group is exposed to
changes in the sanctions, embargoes and export controls
imposed by those jurisdictions.
Possible impact
• A contraction in export volumes to key markets and
consequential loss of revenue and reputational damage.
• Restrictions on the provision of after-sales service,
leading to lower service contract revenues.
• Reduced volumes may impact research and
development (R&D) investment decisions due to
adverse impacts on business cases.
• Lower net pricing to markets adversely affected by
tariffs, reducing contribution margins.
• Increases to input costs and lower gross margins.
• Counter measures by countries affected, such as
restrictions on supply of key raw materials and
investment in domestic alternatives, the latter leading
to longer term reduction in export opportunities to
specific markets.
Control mechanisms
• Engagement with UK Government and regulatory
authorities.
• Contract review and protection against breach of
contract should export licences be withheld.
• Long-term investment planning strategies.
Mitigation
• Focus on lower-risk markets and end users.
• Broad global customer base; contractual protection.
• Market diversification.
Change in the year:
Unchanged Increased Reduced
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RISK MANAGEMENT continued
2
Operational transformation
3
Supply chain
Context: Following our latest strategy review an
operational transformation programme is in progress
that aims to improve operating efficiencies. Business
plans include revenue growth and operating margin
improvements that are, in part, dependent on
realising those efficiencies in production, service
andsupport functions.
Context: The Group operates a global supply chain,
sourcing from many suppliers across a wide range of
categories. For certain technologies, there are limited
alternative sources. Disruption may be triggered by
global events such as conflict, natural disaster, or
apandemic.
Risk
• The programme may fail to generate operational
efficiencies intended to improve operational gearing
through measures such as lead time reduction and
reduced overheads in relative terms.
Risk
• Operational disruption or price increases,
due to supply chain shortages, particularly in
electroniccomponents.
• Suppliers de-committing orders due to their inability
to supply as a result of internal production issues.
• Change of supplier ownership resulting in loss
ofsupply.
• Regulatory changes or economic viability causing
suppliers to discontinue production, impacting the
long-term availability of key components.
Possible impact
• Lower sales volumes than planned due to
higher lead times.
• Higher costs of production leading to
lower gross margins.
• Higher overhead costs leading to lower
operating profit.
Possible impact
• Short-term delays or hiatus in our production
arising from component shortages.
• Poor customer service.
• Reputational damage.
• Lost revenue.
• Downward pressure on margins.
• Increased lead times and potential of being unable
to fulfil orders.
• Increased stock holding adversely impacting
cashconversion.
Control mechanisms
• CEO and steering group oversight of operational
excellence programme.
Control mechanisms
• Sales and operational planning process.
• Group strategic sourcing programme to consolidate
demand and manage key supplier risks.
• Sourcing of alternative options and/or buffer stocks
in relation to high-risk suppliers.
• Long-term contracts with key suppliers.
Mitigation
• Programme headed by Chief Transformation
Officer with a proven track record in operational
improvement with dedicated support in key areas
such as manufacturing and strategic sourcing.
Mitigation
• Strategic, selective and diversified supplier base.
• Long-term demand planning.
• Buffer stock in extended supply chain.
• Relationship management with key suppliers.
• Responsive and adaptive engineering
changeprocess.
Change in the year: New Change in the year:
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4
Routes to market
5
New Product Introduction (NPI)
Context: In some instances, the Group’s products are
components of higher-level systems sold by original
equipment manufacturers (OEMs), and thus the
Group does not control its route to market.
Context: The Group provides high-technology
equipment, systems and services to its customers.
Risk
• Vertical integration by OEMs.
Risk
• Failure of the Group’s R&D programme to produce
commercially viable products.
Possible impact
• Loss of key customers/routes to market.
• Reduction in sales volumes and/or pricing and
lowerprofitability.
Possible impact
• Loss of market share or negative pricing pressure,
resulting in lower turnover and reduced profitability.
• Additional NPI expenditure.
• Adverse impact on the Group’s brand and reputation.
Control mechanisms
• Customer insight to match product performance to
customer needs.
• Positioning of the Oxford Instruments brand and
marketing directly to end users.
Control mechanisms
• ‘Voice of the Customer’ customer listening approach
and deep market knowledge to direct product
development activities.
• Formal NPI processes to prioritise investment and to
manage R&D expenditure.
• Product life cycle management.
Mitigation
• Strategic relationships with OEMs to promote the
benefits of combined systems.
• Product differentiation to promote advantages of
Oxford Instruments’ equipment and solutions.
• Direct marketing to end users.
Mitigation
• Understanding customer needs/expectations and
targeted new product development programme to
maintain and strengthen product positioning.
• Stage gate process in product development to
challenge commercial business case and mitigate
technical risks.
• Operational practices around sales-production
matching and inventory management to mitigate
stock obsolescence risks.
Change in the year:
Change in the year:
Unchanged Increased Reduced
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RISK MANAGEMENT continued
6
Macroeconomic
7
Cyber/information technology
Context: Macroeconomic factors such as recession,
inflation and government budget priorities may affect
demand or place upward pressure on key elements
of the cost base such as labour and materials. A
high proportion of the Group’s revenue is in foreign
currencies, notably US dollars, while the cost base is
predominantly denominated in GBP.
Context: Elements of production, financial and other
systems rely on IT availability.
Risk
• Lower demand for the Group’s products and services.
• Rises in key cost drivers such as people costs,
energy, components and raw materials.
• For sales of long lead-time items, requirement to
make inflationary estimates when pricing, which may
be inaccurate.
• Long-term strengthening of sterling against key
foreign currencies.
Risk
• Cyber-attack on the Group’s IT infrastructure.
• Ransomware/spread of viruses or malware.
Possible impact
• Decrease in sales volumes.
• Increased cost of production leading to a
reductionin operating profit if not offset by
sufficientpriceincreases.
• Potential for under-recovery of increases if inflation
estimates are too low, or reduction in order volumes
ifcompetitors do not react similarly.
• Reduction in reported revenue and earnings.
Possible impact
• System failure/data loss and sustained disruption to
production operations.
• Loss of business-critical data.
• Financial and reputational damage.
• Data privacy breach.
Control mechanisms
• Strategic focus on growth markets.
• Price reviews.
• Inflation protection in commercial response to long
lead-time tenders and long-term agreements.
• Strategic management of currency exposure.
Control mechanisms
• Suite of IT protection mechanisms including
penetration testing, regular backups, virtual
machines and cyber reviews.
• External IT security consultants.
• Internal IT governance to maintain protection
systems and our incident response.
• Employee awareness training.
Mitigation
• Ability to address inflationary pressures through
pricemanagement reviews.
• Reviews of key drivers of financial performance.
• Reviews of supply chain currency base.
• Active review of net exposure in key currencies.
Mitigation
• Managed service with third-party security specialists
providing incident monitoring.
• Regular review, monitoring and testing of key security
measures to assess adequacy of protection against
known threats.
• Upgrade of enterprise resource planning (ERP)
andother internal systems.
• End user education and phishing
simulationexercises.
Change in the year:
Change in the year:
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8
Legal and regulatory compliance
9
People and capability
Context: The Group operates in a complex
technological and regulatory environment,
particularly in areas such as export controls and
product compliance. Competitors may seek to
protect their position through intellectual property
(IP) rights and the Group may at times experience
unintentional regulatory or IP compliance issues.
Context: Delivering and protecting core capability
and knowledge is a strategic priority for the Group.
Risk
• Infringement of a third party’s intellectual property.
• Regulatory breach.
Risk
• Challenges in attracting and retaining high-quality
talent in a tight labour market.
• Shortage of key capabilities required to meet the
Group’s strategic priorities.
Possible impact
• Potential loss of future revenue.
• Future royalty payments.
• Payment of damages.
• Fines and non-financial sanctions such as
restrictions on trade, exclusion from public
procurementcontracts.
• Reputational damage.
Possible impact
• Salary inflation and/or additional recruitment costs.
• Adverse impact on NPI.
• Operational disruption.
• Lower sales and profitability.
Control mechanisms
• Formal ‘Freedom to Operate’ assessment to identify
potential IP issues during product development.
• Internal control framework including policies,
procedures and training in risk areas such as bribery
and corruption, sanctions and export controls.
• Product compliance teams.
Control mechanisms
• Strategic focus on the employee experience,
including career development, communications
andcompetitive remuneration, to differentiate
OxfordInstruments.
Mitigation
• Confirmation of ‘Freedom to Operate’ during new
product development stage gate process.
• Compliance training, communications and
monitoring programmes for key compliance risks.
Mitigation
• Talent management and succession processes.
• Leadership and technical development programmes.
• Hybrid and remote working policies to facilitate
location-agnostic appointments.
• Visa sponsorship registration for employee mobility.
• Comprehensive internal communications.
• Regular updates to benefits packages to
maintaincompetitiveness.
Change in the year:
Change in the year:
Unchanged Increased Reduced
77Governance Financial StatementsStrategic ReportOverview
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RISK MANAGEMENT continued
10
Business interruption
11
Climate change
Context: Business units’ production facilities
are typically located at a single site and are
dependenton availability of parts sourced from
global supply chains.
Context: Climate change generates both risks and
opportunities. Our response needs to address risks
and optimise opportunities. More detail on our
approach is set out in our Task Force on Climate-
related Disclosures Statement on pages 40 to 50.
Risk
• Sustained disruption to production arising from a
major incident at a site.
• Hiatus in production due to shortage of supply.
Risk
• The transition from fossil fuels to a low-carbon/net
zero economy may require significant changes in
materials used and production methods that may
impact our own operations and those of our suppliers.
• Chronic changes in weather and extreme weather
events may disrupt supply chains, operations
andlogistics.
Possible impact
• Inability to fulfil orders in the short term, resulting in a
reduction in sales and profitability.
• Additional, non-recurring overhead costs.
Possible impact
• Rises in production costs and product development
costs to reduce CO
2
emissions linked to our products.
• Delayed production and/or installation leading to
delayed revenue.
• Reduction in sales volumes if we fail to meet
customers’ environmental expectations/requirements.
• Reputational damage or loss of investment arising
from failure to anticipate or address climate risk.
• Increased freight and packaging costs.
Control mechanisms
• Business continuity plans for all manufacturing sites.
• Contractual protection to limit financial
consequences of delayed delivery.
• Group strategic sourcing programme.
Control mechanisms
• Sustainability Committee and management-level
Sustainability Leadership Forum.
• Climate-related risks and opportunities evaluation
andreporting embedded in operating businesses.
• Strategic sourcing.
• Product compliance groups.
Mitigation
• Business continuity plans can reduce downtime
arising from incidents and facilitate the restoration or
relocation of production.
• Standard sales contracts include clauses for
limitation of liability, liquidated damages and the
exclusion of consequential losses.
• Business interruption insurance.
Mitigation
• Product compliance teams have an established
methodology to deal with changes to environmental
regulations.
• Investment in product development to capitalise on
the opportunities for our key enabling technologies to
help customers address climate-related challenges.
• Investment in CO
2
reduction solutions.
Change in the year:
Change in the year:
Unchanged Increased Reduced
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VIABILITY STATEMENT
The Board has assessed the viability of the Group over a three-year period, taking into consideration its current position and
the potential impact of certain of its principal risks and uncertainties. This assessment concerns the three-year period from
1April 2024 to 31 March 2027 (the ‘Viability Assessment Period’).
Whilst the Board has no reason to believe that the Group will not remain viable for a longer period, it is comfortable that
three years is an appropriate assessment period and is consistent with the approach taken since the introduction of the
requirement to prepare a viability statement in 2016, in line with the UK Corporate Governance Code.
Scenario testing
The viability assessment process is informed by the potential impact of the principal risks and uncertainties and the likelihood
of them arising. This led to the application of four sensitivities against management’s base-case forecasts to quantify the
potential impact of risks materialising. Further detail regarding the key risks and uncertainties which have been considered
inthis assessment are set out in the Risk Management section on pages 70 to 79.
The process and methodology used for the Viability Assessment is consistent with prior years.
The below table outlines the risk areas and their potential impact and explains the nature of the scenario testing performed.
RISK AREA
1. Geopolitical, operational transformation, supply chain, routes to market, macroeconomic
Potential impact of risk Explanation
Loss of revenue due to lower volumes,
leading to lost margin
The potential impact is estimated by applying the
following sensitivities to revenue:
Year 1 – use of detailed budget revenue
(after Group contingency)
Year 2 – no revenue growth for any business
Year 3 – same as for Year 2
RISK AREA
2. Operational transformation, supply chain, macroeconomic, climate change
Potential impact of risk Explanation
Reduction in gross margin if business
units are unable to mitigate cost
increases through higher selling prices
Increased overheads
Simulates lower gross margins from failing to recover increased input costs
via increases in the selling price. Considers the potential impact of incremental
overheads that could arise in the principal areas of expenditure such as staff
costs, logistics and facilities costs, including energy.
In years 2 and 3 of the viability assessment period, the impact is simulated
by applying a 200 basis points reduction in the gross margin year-on-year
(cumulatively 400 basis points).
No specific additional charges for recurring overheads have been included
relating to inflation risk compared to the baseline scenario. This is because, in a
scenario of stagnant revenue growth (scenario 1), the baseline assumptions for
inflationary increases are considered sufficient as they include a reasonable year-
on-year increase throughout the Viability Assessment Period when compared to
Bank of England forecast inflation.
79Governance Financial StatementsStrategic ReportOverview
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RISK AREA
3. Legal and compliance, Cyber/Information technology, New Product Introduction, macroeconomic,
people and capability
Potential impact of risk Explanation
Additional non-recurring
overhead costs
Additional non-recurring overheads have been applied, representing a
contingency for the potential impact of a significant one-off charge totalling £15m.
As timing is unpredictable, it has been spread evenly over the three years.
RISK AREA
4. Business interruption
Potential impact of risk Explanation
Increased working capital The financial impact of major disruption to the Group’s manufacturing operations
is mitigated through business interruption insurance. Consequently, for the
purposes of this assessment, the sensitivity applied relates to increased working
capital requirements only and was applied broadly at a Group level. In each year,
the additional working capital requirements in the baseline forecasts have been
doubled to quantify the impact of this sensitivity.
Note that not all principal risks and uncertainties have been utilised for scenario testing purposes in this context. The potential
impact of cyber risk (for example, disruption to business-as-usual operations arising from a cyber-attack or malware) has
not been estimated through the inclusion of a specific scenario, as the impact is unpredictable (as it would depend on the
nature and duration of the issue) and because the downside impact assessed from the impact of the other risks is considered
to be sufficient to account for this risk. Further, some of the potential short-term impacts that may arise from climate change
are reflected in the inflationary cost sensitivities that have been applied to direct costs, but potential longer-term impacts fall
outside the Viability Assessment Period.
VIABILITY STATEMENT continued
Methodology
The Group starts the Viability
Assessment Period with a positive
net cash position and the criteria
used to assess viability in aggregate
were the same as the prior year. The
Board believes that either maintaining
a positive net cash position during
the Viability Assessment Period or,
alternatively, operating within agreed
debt arrangements (particularly
relevant if retained cash is used to fund
acquisitions), would demonstrate the
Group’s liquidity to meet its liabilities
as they fall due. Currently, the Group
has committed credit facilities of
approximately £200m. There are
covenants associated with the facilities
which principally require the Group to
operate within a ratio of three times
EBITDA to net debt. These covenants,
therefore, could limit the headroom
available from facilities and are
factored into the viability assessment
calculations where relevant.
The starting point to undertake the
viability assessment is the three-year
Group forecast (‘Forecast’) produced as
part of the annual budgeting process.
The Forecast has several scenarios
which include a downside case, a base
case and an upside case. The base
case Forecast forms the ‘Baseline’ for
the viability assessment calculations.
The sensitivities set out above were
applied to the Baseline to provide a
sensitised operating profit figure for
theGroup.
The Forecast includes cash flow
forecasts for each year of the Viability
Assessment Period at Group level
only. These start with the operating
profit calculations (after sensitivities),
and then generally apply the same
assumptions as the baseline model
to calculate movements in working
capital, investing activities, tax,
dividends paid, etc. to forecast the
net cash flow in each year. The
only exception is the application of
additional working capital requirements
set out in sensitivity 4 above.
Thus, the viability assessment uses
the same model as the Forecasts to
estimate annual movements in net
cash and includes no adjustment for
any mitigating actions that the Group
might take in the event of adverse
financial performance such as reduced
capital expenditure, changes to
dividend policy, reduction in bonuses,
etc. This reflects a prudent approach to
the viability assessment calculations.
The cumulative impact of the scenarios
tested is to reduce revenue by £116m
(7% of the Baseline total) and operating
profit by roughly £96m compared to
the Baseline in the three-year period
covered by the assessment. However,
the only elements of the cash flow
forecasts that have been adjusted in
the viability assessment relate to the
movements in working capital and
the tax payment. All other cash flows,
including, but not limited to, capital
expenditure, R&D expenditure and
dividends, have not been adjusted in
the viability assessment. The Baseline
revenue for year 1 already includes a
Group contingency.
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Conclusion
In aggregate, over the three years of
the Viability Assessment Period and
subsequent to scenario testing, the
calculations demonstrate that the
Group would remain profitable and
would continue to generate a positive
operating cash flow. The outcomes
show positive EBITDA and positive
adjusted operating profit in all three
years. Further, the calculations show
that the Group would continue to
generate a positive net cash flow in
every year of the Viability Assessment
Period, leading to additional headroom.
Consequently, the Group would
maintain a healthy net cash balance
at the end of the Viability Assessment
Period and at each balance sheet date
during the period.
The forecast level of net cash,
combined with banking facilities of
approximately £200m, demonstrate
that during the Viability Assessment
Period, the Group’s forecasts include
substantial headroom. Consequently,
the Board has a reasonable
expectation that the Group will be able
to continue in operation and meet its
liabilities as they fall due over the next
three years.
The outcome of this assessment
supports not only the Viability
statement, but also the Going concern
statement, as set out subsequently.
Going concern statement
The Group’s business activities
and factors that are considered
likely to affect its performance and
position in the future are set out in
the Strategic Report on pages 10 to
82. The Finance Review on pages 58
to 69 discloses information relevant
to the Group’s financial position, its
cash flows, borrowing facilities and
liquidity. The Board has considered
the Group’s current financial position
and future prospects and, as set out
in the accounting policies note, has
performed an assessment up to 30
June 2025, as well as an assessment
of longer-term viability up to 31
March 2027 as noted in the viability
statement. On this basis, the Directors
conclude that there is a reasonable
expectation that the Group will
continue in operational existence for
the foreseeable future and that there
are no material uncertainties which
may cast significant doubt over its
ability to continue as a going concern.
As a result, the Board considers it
appropriate to continue to adopt the
going concern basis of accounting. For
further information, see the accounting
policies on page 155.
Approval
The Strategic Report was
approved by the Board on
10June2024.
RICHARD TYSON
Chief Executive Officer
10 June 2024
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NON-FINANCIAL INFORMATION STATEMENT
The table below explains where relevant non-financial information can be found within this report, further to the Financial
Reporting Directive requirements contained in Sections 414CA and 414CB of the Companies Act 2006. Where appropriate,
details on where additional information on these matters can be found, have also been included.
Key policies and procedures Information within this report Additional information
Environment
Health and Safety Policy
Environmental Policy
Supplier Due Diligence and Audit Procedures
Sustainability Report: pages 34 to 57
Sustainability Committee Report:
pages 117 to 119
Task Force on Climate-related
Financial Disclosures (TCFD)
Statement: pages 40 to 50
www.oxinst.com/investors-content/sustainability
www.oxinst.com/investors-content/compliance/
environmental-policy
www.oxinst.com/CBCE
www.oxinst.com/corporate-content/supplier-and-partner-
engagement
Employees
Health and Safety Policy
Working at Oxford Instruments Policy
Leaving Oxford Instruments Policy
IT Infrastructure and Use Policy
Conflicts of Interest Policy
Business Travel Policy
Crisis Management Policy
Reward and Recognition Policy
Performance Management Policy
Opportunity and Career Policy
Share Dealing Policy
Engaging with our stakeholders:
pages 20 and 21
Sustainability Report: pages 34 to 57
How we engage with our stakeholders:
pages 90 to 96
Board Leadership and Company
Purpose: page 89
Sustainability Committee Report:
pages 117 to 119
www.oxinst.com/corporate-content/health-and-safety
www.oxinst.com/CBCE
www.oxinst.com/corporate-content/employees
www.oxinst.com/investors-content/compliance/crisis-
management-policy
www.oxinst.com/corporate-content/diversity-and-inclusion
www.oxinst.com/careers
Social matters
Export Control Policy
Privacy Policy
Code of Conduct
Group Sanctions Policy
Group Export Controls
Sustainability Report: pages 34 to 57
Community engagement:
page 92 and 93
Sustainability Committee Report:
pages 117 to 119
www.oxinst.com/corporate-content/privacy
www.oxinst.com/CBCE
www.oxinst.com/investors-content/compliance/group-
sanctions-policy
www.oxinst.com/investors-content/compliance/group-
export-controls-policy
Human rights
Global Human Rights Policy
Modern Slavery Statement
Gender & Ethnicity Pay Gap Report
Privacy Policy
Ethics – human rights: page 57 www.oxinst.com/corporate-content/human-rights-policy
www.oxinst.com/corporate-content/modern-slavery
www.oxinst.com/corporate-content/gender-pay-report
www.oxinst.com/corporate-content/privacy
Anti-bribery and corruption
Anti-bribery and Anti-corruption Policy
Whistleblowing Policy
Share Dealing Policy
Supplier Code of Conduct
Conflicts of Interest Policy
Supplier Due Diligence and Audit Procedures
Ethics – anti-bribery and
corruption: page 56
Supplier engagement:
pages 92 and 93
www.oxinst.com/investors-content/compliance/anti-
bribery-and-corruption
www.oxinst.com/investors-content/compliance/business-
malpractice-procedure
www.oxinst.com/CBCE
Additional disclosures: – Business model – Principal risks – Non-financial KPIs
Group Tax Strategy Investment case: pages 16 and 17
Business Model: pages 18 and 19
Strategy: pages 22 and 23
KPIs: pages 24 and 25
Principal Risks: pages 72 to 78
Audit and Risk Committee Report:
pages 110 to 116
www.oxinst.com/investors-content/compliance/group-tax-
strategy
The Directors’ Report is approved by the Board and signed on its behalf by
SARAH HARVEY
Company Secretary
10 June 2024
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Governance
84 Chair’s overview
86 Board of Directors
89 Board leadership and company purpose
89 Corporate Governance statement
90 How we engage with our stakeholders
96 Section 172(1) Statement
97 Division of responsibilities
101 Composition, succession and evaluation
106 Nomination Committee Report
110 Audit and Risk Committee Report
117 Sustainability Committee Report
120 Directors’ Remuneration Report
144 Shareholder information
145 Directors’ report
148 Directors’ responsibilities
83Governance Financial StatementsStrategic ReportOverview
Governance

CHAIR’S OVERVIEW
Governance highlights
• Richard Tyson joined the Board
as Chief Executive Officer on
1October 2023, following a
robust appointment process.
• Hannah Nichols joined the
Board as a Non-Executive
Director, effective 1 January
2024, and will take up the role
of Chair of the Audit and Risk
Committee with effect from
the conclusion of the AGM
on25July 2024.
• Redeveloped the company’s
strategy and purpose, with a
strong recognition that these
are crucial underpins which
will guide the organisation as
it strives to fulfil our ambitions
and to achieve even more for
all of our stakeholders.
• Received strong shareholder
support for our new Directors’
Remuneration Policy at our
AGM on 19 September 2023.
• Gained meaningful insights
through our programme of
employee engagement activity.
Dear Shareholder,
On behalf of the Board, I am pleased
to introduce the Governance Report
for the year ended 31 March 2024.
This report describes our governance
structures and procedures,
summarises the work of our Board
and its Committees during the year
and illustrates how our responsibilities
have been discharged. We recognise
that the Board’s fundamental
role is to promote the long-term
sustainable success of the company
and the Group, generating value for
shareholders and contributing to wider
society. To achieve this, we strive to
ensure that we implement and follow
good governance practices.
Board composition and
succession planning
It is imperative that our Board’s
composition encompasses the
necessary skills, knowledge and
experience to provide effective
leadership, and our Nomination
Committee actively keeps under
continuous review the constitution of
the Board and its Committees. There
have been a number of changes to
the Board during the year and up to
the date of signing the Annual Report,
asfollows:
• As noted in the Report and Financial
Statements 2023, after having
served on the Board for almost nine
years, Professor Sir Richard Friend
stepped down as a Non-Executive
Director of the company with effect
from 28 July 2023.
• On 1 October 2023, Ian Barkshire
retired as Chief Executive Officer
and was succeeded in this role
by Richard Tyson. As noted in the
Report and Financial Statements
2023, the Board is thankful for the
tremendous contribution Ian has
made and he can look back on his
long career with Oxford Instruments
with immense pride. Richard has
joined us from global electronics
company TT Electronics plc, where
he was Chief Executive Officer,
and we have been delighted with
the actions he has taken so far, as
he leads us into the next phase of
ourgrowth.
• Anticipating the departure of
Mary Waldner as Director in line
with best practice in relation to
her tenure and independence,
as she will have served on the
Board for nine years by February
2025, we acted to ensure smooth
succession for the role of Audit and
Risk Committee Chair, which Mary
currently fulfils. We also remained
mindful of the Board’s diversity
policy. As a result, we were pleased
to appoint Hannah Nichols as a
Non-Executive Director with effect
from 1 January 2024. Hannah’s
strong financial expertise, extensive
international experience and track
record of driving transformational
change, both within and beyond the
finance function, will complement
the current range of expertise and
experience on our Board and mean
that she is well equipped to take
up the role of Chair of the Audit and
Risk Committee. She will do so with
effect from the conclusion of the
AGM to be held on 25 July 2024.
• Reshma Ramachandran will stand
down as a Non-Executive Director
with effect from the conclusion of
the AGM, due to her appointment
in a new executive role externally,
which will restrict the available
time which she can commit to her
role with the company. The Board
sincerely thanks Reshma for the
valuable contributions she has
made during her time as a Director.
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• Mary Waldner will stand down as a
Non-Executive Director in February
2025 in line with best practice, as
set out above. She will step down
from the role of Chair of the Audit
and Risk Committee with effect from
the conclusion of the AGM, with
Hannah Nichols taking up this role,
as noted above.
Further information regarding the work
of the Nomination Committee can be
found on pages 106 to 109.
Strategy and purpose
One of the most important areas of
focus for the Board during the year
was the redevelopment of our strategy
and purpose. As noted earlier in the
Annual Report, these are considered
crucial underpins which will guide
us as we strive to fulfil our ambitions
and to achieve even more for all of
our stakeholders. The Group’s new
strategy is founded on developing
focused, customer-first ways of
working, simplifying our organisation
and processes, and making a step
change in operational performance,
while protecting our investments
in products and technology – the
foundation of our existing success.
At the core of our strategy and
future plans, is our newly articulated
purpose, which is to accelerate the
breakthroughs that create a brighter
future for our world, as our technology
and scientific expertise enables our
customers to discover and bring to
market exciting new advances that
drive humanprogress.
For more information, see Our Purpose-
led Approach on pages 6 to 7, Our
Strategy on pages 22 to 23 and the
case study: 'Guiding our ambitions: Our
new strategy and purpose' on page 95.
New Directors’
Remuneration Policy
We were delighted to receive strong
shareholder support for our new
Directors’ Remuneration Policy at
our AGM on 19 September 2023,
with a supporting vote of 98.04%.
When developing the new policy, our
Remuneration Committee engaged
with our major shareholders and other
key stakeholders and also considered,
amongst other things, the overall
competitiveness of the package and
the mix of performance measures used,
including the use of sustainability-
related metrics and targets. During the
year, the Committee shifted its focus to
ensuring the appropriate operation of
the policy, with particular consideration
given to the remuneration policies for
our wider workforce.
For information regarding the
implementation of the Directors’
Remuneration Policy and the work
of the Remuneration Committee, see
pages 120 to 143.
Employee engagement
The Board was again pleased to
participate in its formal programme
of employee engagement activity
this year. We strongly believe that this
strengthens the Board’s understanding
of employees’ perspectives and helps
to ensure that they are considered as
part of our decision-making processes.
The Board plays a role in shaping the
programme each year and we aim to
meet with employees across a broad
range of roles, sites and stages in
their career. This year our programme
included, amongst other things, a full-
Board site visit to our new compound
semiconductor site at Severn
Beach and a dedicated session on
remuneration hosted by Alison Wood
in her capacity as Chair of the Board’s
Remuneration Committee. After each
of these events the Board discusses,
as a specific agenda item at the next
Board meeting, the insights gained and
determines any appropriate actions.
We look forward to participating in our
programme of engagement activity for
2024/25.
To find out more about our approach to
stakeholder engagement, please see
the ‘Engaging with our stakeholders’
section on pages 20 to 21 and the
‘How we engage with our stakeholders’
section on pages 90 to 95.
Annual General Meeting
The 2024 Annual General Meeting
(AGM) of Oxford Instruments plc will
be held at Ashurst LLP, London Fruit
& Wool Exchange, 1 Duval Square,
London, E1 6PW at 11.00am on
Thursday 25 July 2024.
Further details, including the
resolutions to be proposed to our
shareholders, can be found in the
Notice of Meeting which has been
sent to our shareholders and which
is also available on our website at:
www.oxinst.com/investors-content/
annual-general-meeting. The result
of the votes on the resolutions put
forward at the AGM will be publicly
announced to the stock exchange and
published on our website as soon as
possible following the conclusion of
the meeting.
As usual, I will be available at the AGM
and will be very happy to take any
questions you may have regarding the
operation of the Board during the year.
NEIL CARSON
Chair
10 June 2024
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BOARD OF DIRECTORS
1. Neil was independent upon appointment to the Board, in line with provision 10 of the UK Corporate Governance Code 2018.
Neil Carson
Chair
Richard Tyson
Chief Executive Officer
Gavin Hill
Chief Financial Officer
Alison Wood
Senior Independent Director
Mary Waldner
Non-Executive Director
Sir Nigel Sheinwald
Non-Executive Director
Appointed to the Board:
1 December 2018
Non-Executive
Independent: No
1
Appointed to the Board:
1 October 2023
Executive
Independent: No
Appointed to the Board:
9 May 2016
Executive
Independent: No
Appointed to the Board:
8 September 2020
Non-Executive
Independent: Yes
Appointed to the Board:
4 February 2016
Non-Executive
Independent: Yes
Appointed to the Board:
22 September 2021
Non-Executive
Independent: Yes
Skills and experience:
Neil is a former FTSE 100 chief executive.
After completing an engineering
degree, Neil joined Johnson Matthey
in 1980 where he held several senior
management positions in the UK and
the USA, before holding the role of Chief
Executive Officer from 2004 to 2014.
He has a broad industrial outlook and
a highly commercial approach with
a practical perspective on business.
He provides valuable insight based
on his former executive position and
operational experience and brings
a track record of strong operational
exposure, familiarity with capital-
intensive business and a first-class
international perspective on driving
value in complex environments and this
experience makes him particularly well
suited to serving as Chair of the Board.
Neil was awarded an OBE for services to
the chemical industry in 2016.
Neil’s previous non-executive roles
include serving as Chairman of TT
Electronics plc, Deputy Chairman of
TI Fluid Systems plc and as a Non-
Executive Director of Paypoint plc and
Amec Foster Wheeler plc.
Richard has a track record of business
leadership in the advanced technology
sector spanning more than 30 years.
In his previous role as Chief Executive
Officer at TT Electronics plc from 2014
to 2023, Richard transformed, reshaped
and refocused the business, delivering
product innovation, building the group
organically and through acquisition,
and delivering strong growth in revenue,
profits and margin. Richard previously
held senior roles at defence group
Cobham plc, where he was a member
of the executive committee and led the
aerospace and security division, and at
Goodrich Aerospace. Richard is a fellow
of the Royal Aeronautical Society and a
Governor of St Swithun’s Independent
School for Girls in Hampshire. Richard
is a graduate of the Executive Senior
Leadership programme at Henley
Business School, and holds a diploma
from the Chartered Institute of Marketing
and a BSc in Management Sciences from
The University of Manchester.
Gavin holds a BA in Economics and
Agricultural Economics from the
University of Exeter. He is a Chartered
Accountant and an Associate Member of
the Association of Corporate Treasurers.
Gavin served as Group Finance Director
of Synergy Health plc from April 2010
until its successful combination with
STERIS Corporation on 3 November
2015. He previously served as Corporate
Finance Director of Serco Group plc and
has also worked in a variety of regional,
corporate and treasury roles with
Syngenta AG and AstraZeneca plc.
Alison holds a BA in Engineering,
Economics and Management from
the University of Oxford and an MBA
from Harvard Business School. Her
background is in leading business
development, M&A and strategic
planning across blue-chip UK
companies, particularly in the defence
sector. She was formerly the Global
Director for Corporate Development &
Strategy at National Grid plc and before
that, Group Strategic Development
Director for BAE Systems plc. She is
a highly experienced Non-Executive
Director and committee chair, with her
experience being particularly well suited
to her role as Chair of Oxford Instruments’
Remuneration Committee.
Alison’s previous roles include serving
as Senior Independent Director and
Remuneration Committee Chair of
Costain Group PLC and the British
Standards Institute, a Non-Executive
Director and Remuneration Committee
Chair of Cobham plc and Capricorn
Energy PLC (formerly Cairn Energy PLC),
Senior Independent Director of e2v plc
and a Non-Executive Director of both
BTG plc and THUS plc.
Mary is the Chief Financial Officer of
Lloyd’s Register, the global professional
services company specialising in
engineering and technology for the
maritime industry. She holds an MA in
physics from the University of Oxford and
is a Fellow of the Chartered Institute of
Management Accountants. She has a
broad range of experience in a variety
of sectors and an excellent track record
of delivery throughout a number of
senior financial roles with major public
limited companies, which particularly
benefits her role as Chair of the Audit and
RiskCommittee.
Mary was previously the Group Finance
Director of Ultra Electronics Holdings plc,
the Director, Group Finance at QinetiQ
Group plc and Group Financial Controller
of 3i Group plc. Prior to this, Mary held a
number of senior roles at British Airways,
General Motors and Vauxhall Motors.
Sir Nigel previously served as a British
diplomat and has deep knowledge of
international politics, strategy, regulation
and communication. He holds an MA
from Balliol College, University of Oxford,
where he is now an Honorary Fellow.
He joined the Diplomatic Service in
1976 and served in Brussels, Moscow,
Washington and in a wide range of
policy roles in London. He served as
British Ambassador to the United
States (2007–12) and European Union
(2000–03) and as Foreign Policy and
Defence Adviser to the Prime Minister
(2003–07). Since leaving the Diplomatic
Service in 2012 he has served on a wide
range of corporate and not-for-profit
boards. The extensive range of skills and
experience that he brings, along with
his commitment to Oxford Instruments’
sustainability agenda, is a good fit
with the Group’s requirements and
particularly benefit his role as Chair of
theSustainabilityCommittee.
Sir Nigel was previously a Non-
Executive Director and Chair of the
Safety, Environment and Sustainability
Committee at Royal Dutch Shell plc (now
Shell plc).
External appointments:
Non-Executive Director, member
of the Sustainability Committee
and Chair of the Remuneration
Committee of Shell plc.
Director of The Goldsmiths’
Company Charity.
Senior Independent Director
of Videndum plc.
Non-Executive Director and Chair of the
Audit Committee of BMT Group Limited.
Non-Executive Director and Chair
of Galliford Try Holdings plc.
Non-Executive Director and Chair
of the Remuneration Committee
of TT Electronics plc.
Chief Financial Officer of Lloyd’s Register.
Non-Executive Director and Chair of the
Audit Committee of Senior plc.
Non-Executive Director of Invesco Ltd.
Senior Adviser to the Universal
MusicGroup.
Chair of the Royal Institute of
International Affairs (Chatham House).
Visiting Professor at King’s College,
London.
Committee membership:
N R S
None None
A N R S A N R S A N R S
Oxford Instruments plc
Annual Report 2024
86
www.oxinst.com
Contents Generation – Section Contents Generation – Sub PageBoard of Directors

Neil Carson
Chair
Richard Tyson
Chief Executive Officer
Gavin Hill
Chief Financial Officer
Alison Wood
Senior Independent Director
Mary Waldner
Non-Executive Director
Sir Nigel Sheinwald
Non-Executive Director
Appointed to the Board:
1 December 2018
Non-Executive
Independent: No
1
Appointed to the Board:
1 October 2023
Executive
Independent: No
Appointed to the Board:
9 May 2016
Executive
Independent: No
Appointed to the Board:
8 September 2020
Non-Executive
Independent: Yes
Appointed to the Board:
4 February 2016
Non-Executive
Independent: Yes
Appointed to the Board:
22 September 2021
Non-Executive
Independent: Yes
Skills and experience:
Neil is a former FTSE 100 chief executive.
After completing an engineering
degree, Neil joined Johnson Matthey
in 1980 where he held several senior
management positions in the UK and
the USA, before holding the role of Chief
Executive Officer from 2004 to 2014.
He has a broad industrial outlook and
a highly commercial approach with
a practical perspective on business.
He provides valuable insight based
on his former executive position and
operational experience and brings
a track record of strong operational
exposure, familiarity with capital-
intensive business and a first-class
international perspective on driving
value in complex environments and this
experience makes him particularly well
suited to serving as Chair of the Board.
Neil was awarded an OBE for services to
the chemical industry in 2016.
Neil’s previous non-executive roles
include serving as Chairman of TT
Electronics plc, Deputy Chairman of
TI Fluid Systems plc and as a Non-
Executive Director of Paypoint plc and
Amec Foster Wheeler plc.
Richard has a track record of business
leadership in the advanced technology
sector spanning more than 30 years.
In his previous role as Chief Executive
Officer at TT Electronics plc from 2014
to 2023, Richard transformed, reshaped
and refocused the business, delivering
product innovation, building the group
organically and through acquisition,
and delivering strong growth in revenue,
profits and margin. Richard previously
held senior roles at defence group
Cobham plc, where he was a member
of the executive committee and led the
aerospace and security division, and at
Goodrich Aerospace. Richard is a fellow
of the Royal Aeronautical Society and a
Governor of St Swithun’s Independent
School for Girls in Hampshire. Richard
is a graduate of the Executive Senior
Leadership programme at Henley
Business School, and holds a diploma
from the Chartered Institute of Marketing
and a BSc in Management Sciences from
The University of Manchester.
Gavin holds a BA in Economics and
Agricultural Economics from the
University of Exeter. He is a Chartered
Accountant and an Associate Member of
the Association of Corporate Treasurers.
Gavin served as Group Finance Director
of Synergy Health plc from April 2010
until its successful combination with
STERIS Corporation on 3 November
2015. He previously served as Corporate
Finance Director of Serco Group plc and
has also worked in a variety of regional,
corporate and treasury roles with
Syngenta AG and AstraZeneca plc.
Alison holds a BA in Engineering,
Economics and Management from
the University of Oxford and an MBA
from Harvard Business School. Her
background is in leading business
development, M&A and strategic
planning across blue-chip UK
companies, particularly in the defence
sector. She was formerly the Global
Director for Corporate Development &
Strategy at National Grid plc and before
that, Group Strategic Development
Director for BAE Systems plc. She is
a highly experienced Non-Executive
Director and committee chair, with her
experience being particularly well suited
to her role as Chair of Oxford Instruments’
Remuneration Committee.
Alison’s previous roles include serving
as Senior Independent Director and
Remuneration Committee Chair of
Costain Group PLC and the British
Standards Institute, a Non-Executive
Director and Remuneration Committee
Chair of Cobham plc and Capricorn
Energy PLC (formerly Cairn Energy PLC),
Senior Independent Director of e2v plc
and a Non-Executive Director of both
BTG plc and THUS plc.
Mary is the Chief Financial Officer of
Lloyd’s Register, the global professional
services company specialising in
engineering and technology for the
maritime industry. She holds an MA in
physics from the University of Oxford and
is a Fellow of the Chartered Institute of
Management Accountants. She has a
broad range of experience in a variety
of sectors and an excellent track record
of delivery throughout a number of
senior financial roles with major public
limited companies, which particularly
benefits her role as Chair of the Audit and
RiskCommittee.
Mary was previously the Group Finance
Director of Ultra Electronics Holdings plc,
the Director, Group Finance at QinetiQ
Group plc and Group Financial Controller
of 3i Group plc. Prior to this, Mary held a
number of senior roles at British Airways,
General Motors and Vauxhall Motors.
Sir Nigel previously served as a British
diplomat and has deep knowledge of
international politics, strategy, regulation
and communication. He holds an MA
from Balliol College, University of Oxford,
where he is now an Honorary Fellow.
He joined the Diplomatic Service in
1976 and served in Brussels, Moscow,
Washington and in a wide range of
policy roles in London. He served as
British Ambassador to the United
States (2007–12) and European Union
(2000–03) and as Foreign Policy and
Defence Adviser to the Prime Minister
(2003–07). Since leaving the Diplomatic
Service in 2012 he has served on a wide
range of corporate and not-for-profit
boards. The extensive range of skills and
experience that he brings, along with
his commitment to Oxford Instruments’
sustainability agenda, is a good fit
with the Group’s requirements and
particularly benefit his role as Chair of
theSustainabilityCommittee.
Sir Nigel was previously a Non-
Executive Director and Chair of the
Safety, Environment and Sustainability
Committee at Royal Dutch Shell plc (now
Shell plc).
External appointments:
Non-Executive Director, member
of the Sustainability Committee
and Chair of the Remuneration
Committee of Shell plc.
Director of The Goldsmiths’
Company Charity.
Senior Independent Director
of Videndum plc.
Non-Executive Director and Chair of the
Audit Committee of BMT Group Limited.
Non-Executive Director and Chair
of Galliford Try Holdings plc.
Non-Executive Director and Chair
of the Remuneration Committee
of TT Electronics plc.
Chief Financial Officer of Lloyd’s Register.
Non-Executive Director and Chair of the
Audit Committee of Senior plc.
Non-Executive Director of Invesco Ltd.
Senior Adviser to the Universal
MusicGroup.
Chair of the Royal Institute of
International Affairs (Chatham House).
Visiting Professor at King’s College,
London.
Committee membership:
N R S
None None
A N R S A N R S A N R S
Committee Membership
A Audit and Risk Committee Member
R Remuneration Committee Member
N Nomination Committee Member
S Sustainability Committee Member
C Chair of Committee
87Governance Financial StatementsStrategic ReportOverview
Contents Generation – Section Contents Generation – Page Contents Generation – Sub Page

Reshma Ramachandran
Non-Executive Director
Hannah Nichols
Non-Executive Director
Appointed to the Board:
1 September 2022
Non-Executive
Independent: Yes
Appointed to the Board:
1 January 2024
Non-Executive
Independent: Yes
Skills and experience:
Reshma is currently the Chief
Transformation Officer and a member of
the Executive Board at APCOA Parking
AG. Prior to that she worked as the
Senior Vice President & Group Head of
Transformation at Adecco Group AG. She
has also previously held senior roles at
ABB Ltd, Alstom Power (a General Electric
company) and Accenture Management
Consulting. She holds a bachelor's and
master’s degree in Technology and is
an alumnus of the Indian Institute of
Technology Madras, India. Additionally
she holds a master's degree in business
administration from the S.P. Jain Institute
of Management & Research, India.
Reshma has over 20 years of experience.
She is an engineer by background and
has led large-scale, multi-cultural teams
and budgets as well as developing
internal collaboration and customer focus.
Hannah is currently Chief Financial
Officer of Hill & Smith PLC, a leading
provider of sustainable infrastructure
products and services and a constituent
of the FTSE 250 index on the London
Stock Exchange, a role she has held
since September 2019. She holds a
Classics degree from the University of
Cambridge and is a qualified chartered
accountant. Hannah is an experienced
financial professional; prior to her current
executive role she had a successful
14-year career at BT Group plc, latterly
serving as Chief Financial Officer, Asia,
Middle East and Africa for BT Global
Services, based in Singapore. She has
also held a number of commercial
roles at Cable & Wireless plc and
qualified as a chartered accountant
atArthurAndersen.
External appointments:
Chief Transformation Officer and
member of the Executive Board of
APCOA Parking AG.
Non-Executive Director of ISS A/S.
Senior advisor at Boston Consulting
Group LLC.
Chief Financial Officer of Hill & Smith PLC.
Committee membership:
A N R S
A N R S
BOARD OF DIRECTORS continued
Sarah Harvey
Company Secretary
Sarah became the Company Secretary
in August 2021. She is an Associate of
the Chartered Governance Institute.
Before joining Oxford Instruments,
Sarah held company secretarial roles
at intu properties plc, HSBC Holdings
plc, BP plc and PwC Legal LLP.
Changes to the Board and its
Committees
During the financial year and up to
the date of signing of the Annual
Report, the composition of the
Board changed as follows:
• Richard Friend stepped down
as Non-Executive Director on
28 July 2023.
• Ian Barkshire stepped down as
CEO and Executive Director on
1October 2023.
• Richard Tyson was appointed
as CEO and Executive Director
on 1October 2023.
• Hannah Nichols was appointed
as a Non-Executive Director on
1January 2024.
Upcoming changes to the Board
are as follows:
• Reshma Ramachandran will
step down as a Non-Executive
Director on 25 July 2024.
• Mary Waldner will step down
from the role of Chair of the
Audit and Risk Committee with
effect from 25 July 2024 and will
step down from the Board on
4February2025.
• Hannah Nichols will take up
the role of Chair of the Audit
and Risk Committee with
effect from 25July 2024.
Oxford Instruments plc
Annual Report 2024
88
www.oxinst.com
Contents Generation – Section Contents Generation – Page Contents Generation – Sub Page

BOARD LEADERSHIP AND COMPANY PURPOSE
CORPORATE GOVERNANCE STATEMENT
for the year ended 31 March 2024
Effective Board
The primary function of the Board is
to promote the long-term sustainable
success of the Group, to generate
and preserve value and to contribute
to wider society. Our Board equips
itself to achieve this by utilising good
governance practices and it comprises
Directors who possess the necessary
skills, knowledge and experience to
provide effective leadership.
The Board’s approach to governance is
explained throughout this Governance
Report, on pages 84 to 143, and each
Director’s biographical information is
set out in the Board biographies on
pages 86 to 88.
This Corporate Governance Statement,
along with the Governance Report as
a whole, details how the Group has
applied the principles and complied
with the relevant provisions of the
UK Corporate Governance Code
2018 (the 'Code') and other relevant
requirements to which it is subject,
such as the Financial Conduct
Authority’s Listing Rules and Disclosure
Guidance and Transparency Rules,
during the financial year ended
31March 2024.
This Corporate Governance Statement,
as required by the Disclosure Guidance
and Transparency Rules, forms part
of the Directors’ Report and has been
prepared in line with the Code, which
can be found on the website of the
Financial Reporting Council at
www.frc.org.uk. The structure of the
Governance Report largely aligns with
the structure of the Code in order to
most effectively demonstrate how its
principles have been applied.
During the financial year ended 31
March 2024, the Board considers that
it has complied with the provisions of
the Code.
Whilst the specific disclosures
required by Disclosure Guidance and
Transparency Rule 7.2 are covered in
more depth throughout the Annual
Report, by way of reference, they can
be found as follows:
• A description of the main features
of our internal control and risk
management systems in relation to
the financial reporting process can
be found on pages 70 to 72.
• Share capital information can be
found in the Directors’ Report on
page 145.
• Details of the composition of the
Board and its Committees can be
found on pages 86 to 88.
• Our Board diversity policy is
described on page 108.
The Board notes the publication of
the revised UK Corporate Governance
Code in January 2024 and its work in
the year ahead will include planning
to adopt the necessary changes it
considers appropriate in order to
comply with the revised Code.
Board approval of the
Corporate Governance
Statement
This separate Corporate Governance
Statement is approved by the Board
and signed on behalf of the Board by
its Chair and Company Secretary.
NEIL CARSON
Chair
SARAH HARVEY
Company Secretary
10 June 2024
Purpose, strategy
andstakeholders
Our core purpose is to accelerate the
breakthroughs that create a brighter
future for our world. Our technology
and expertise enable our customers
to discover and bring to market
exciting new advances that drive
humanprogress.
The Board is responsible for
establishing our purpose. It is also
responsible for setting the strategy
which will deliver in line with the
purpose, and which is underpinned
by our values, culture and how we do
business. Read more about the Board’s
work on redefining the company’s
purpose and resetting its strategy on
page 95.
For more information on our purpose,
see pages 6 and 7 and for more
information on our strategy, see
pages22 and 23.
To ensure that it fulfils its obligations
to its shareholders and wider
stakeholders, the Board actively
engages with these groups in order
to understand their needs and how
delivery of our strategy impacts and
delivers value for them.
For more information on our approach
to shareholder and stakeholder
engagement, see pages 20 to 21
and90 to 95.
89Governance Financial StatementsStrategic ReportOverview
Contents Generation – Section Corporate Governance statementBoard leadership and company purpose

HOW WE ENGAGE WITH OUR STAKEHOLDERS
The Board remains committed to
developing its understanding of
the views of its key stakeholders
Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Customers
We put our customers’ needs at
the centre of our conversations
and decision making.
Customer intimacy is key not
only to helping us identify
additional opportunities to
deliver increased value to our
customers, but to the long-
term growth of our business.
• Excellent customer
support and
engagement
throughout the
buyingcycle.
• High-quality products
and technical expertise.
• Products which deliver
value and help to meet
their objectives.
• Remote access and
continuity of supply
during disruption.
• The Executive Directors and senior management
frequently host direct meetings with key customers
from around the world, both virtually and in person
at our sites. These meetings provide meaningful
opportunities to understand first hand, at a senior
level of the organisation, how we can enhance our
offering to customers by shaping our understanding
of their current and future needs.
• The Board considers feedback from these
meetings, together with, for example, outputs
from our heightened customer intimacy such as
customertrends.
• Our technology and scientific expertise enable our customers to discover and bring
to market exciting new advances that drive human progress.
• Continuing to invest in R&D allows us to deliver cutting-edge products and services.
Insights gained from customer intimacy are instrumental in helping to determine
where investment should be made.
• Through deep knowledge of our target market segments and the challenges faced
by customers, we have changed the way we communicate with prospective and
existing customers, more clearly identifying the value our products can add.
• Our portfolio focuses on areas where our key enabling technologies are driving
long-term success. This allows us to help customers to make ground-breaking
discoveries, accelerate their applied R&D and increase productivity in high-
techmanufacturing.
• Insights from customers help us to align our innovation and product development
initiatives to their strategic roadmaps, so we can create differentiated products
andsolutions which provide significant value.
• We have continued to refine our service offering with digital connectivity helping
tomaintain productivity through remote access and service.
Continued investment in high-
quality products and technical
expertise is key to the long-
term growth of the business
and is in firm alignment with the
company’s strategy, which the
Board sets and supports.
See our strategy /
pages 22 and 23
Employees
Our employees are the
foundation of our business
success, and we have a
responsibility to support
their health, wellbeing and
development.
A highly capable, diverse
workforce also enables us
to better understand our
customers and markets.
Building an organisation with
a broad range of perspectives
and experiences increases our
ability to innovate, to make
the right decisions and to
meet or exceed our customers’
expectations.
• Development
and progression
opportunities.
• Health, safety
andwellbeing.
• Equity, diversity
andinclusion.
• Understanding how
they contribute to our
strategy and success.
• Clarity of expectation
on how recognition
and remuneration
structures align with
accountabilities.
• The Board was delighted to again participate in
a formal programme of employee engagement
activity this year, which included sessions focused on
executive remuneration, the ways of working which
will enable our colleagues to deliver our strategy,
and a full-Board site visit to our new compound
semiconductor site at Severn Beach.
• We maintain an engaging and structured approach
to connecting with our employees, with regular
sessions for all employees held at business unit
and regional level, together with a lively and active
intranet and Group-wide email communications
on key strategic initiatives. An annual engagement
survey tracks employee sentiment.
• We continue to promote our ‘Push for Zero’ health
and safety programme and Shield reporting system.
• The Board discusses the insights and actions from all of its employee engagement
activity. This continues to foster meaningful consideration of employees as key
stakeholders. The Board will be participating in an extensive programme of
engagement activity during 2024/25.
• The Remuneration Committee reviewed the wider workforce remuneration
landscape and related policies, and considered these when setting Executive
Director and Management Board remuneration.
• We have continued to promote observation reporting, aiming to ensure that
remedial actions can be taken to prevent accidents from happening.
• The Sustainability Committee considered our maturing approach and internal
targets and measures relating to equality, diversity and inclusion.
Decisions relating to our social
sustainability agenda, from
health, safety and wellbeing to
investment in our people.
See the Sustainability Report/
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
Setting Executive Director
and Management Board
remuneration.
See the Directors’
Remuneration Report /
pages 120 to 143
Oxford Instruments plc
Annual Report 2024
90
www.oxinst.com
Contents Generation – Section Contents Generation – Sub PageHow we engage with our stakeholders

Our approach to engagement
On pages 20 and 21 we have described our key stakeholder groups, the value of each group to the company, the issues
which matter most to them and how we engage with them, focusing on our activity over the past year. The Board is
committed to developing its understanding of the views of its key stakeholders. As noted earlier in this Annual Report, in some
instances the Board engages directly with stakeholders, but there is also significant engagement by senior management
and throughout the company. The Board receives reports and updates on such engagement, and the views and feedback
gathered from stakeholders are used to inform discussion and decision making.
For a snapshot of our key stakeholders see / pages 20 and 21
Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Customers
We put our customers’ needs at
the centre of our conversations
and decision making.
Customer intimacy is key not
only to helping us identify
additional opportunities to
deliver increased value to our
customers, but to the long-
term growth of our business.
• Excellent customer
support and
engagement
throughout the
buyingcycle.
• High-quality products
and technical expertise.
• Products which deliver
value and help to meet
their objectives.
• Remote access and
continuity of supply
during disruption.
• The Executive Directors and senior management
frequently host direct meetings with key customers
from around the world, both virtually and in person
at our sites. These meetings provide meaningful
opportunities to understand first hand, at a senior
level of the organisation, how we can enhance our
offering to customers by shaping our understanding
of their current and future needs.
• The Board considers feedback from these
meetings, together with, for example, outputs
from our heightened customer intimacy such as
customertrends.
• Our technology and scientific expertise enable our customers to discover and bring
to market exciting new advances that drive human progress.
• Continuing to invest in R&D allows us to deliver cutting-edge products and services.
Insights gained from customer intimacy are instrumental in helping to determine
where investment should be made.
• Through deep knowledge of our target market segments and the challenges faced
by customers, we have changed the way we communicate with prospective and
existing customers, more clearly identifying the value our products can add.
• Our portfolio focuses on areas where our key enabling technologies are driving
long-term success. This allows us to help customers to make ground-breaking
discoveries, accelerate their applied R&D and increase productivity in high-
techmanufacturing.
• Insights from customers help us to align our innovation and product development
initiatives to their strategic roadmaps, so we can create differentiated products
andsolutions which provide significant value.
• We have continued to refine our service offering with digital connectivity helping
tomaintain productivity through remote access and service.
Continued investment in high-
quality products and technical
expertise is key to the long-
term growth of the business
and is in firm alignment with the
company’s strategy, which the
Board sets and supports.
See our strategy /
pages 22 and 23
Employees
Our employees are the
foundation of our business
success, and we have a
responsibility to support
their health, wellbeing and
development.
A highly capable, diverse
workforce also enables us
to better understand our
customers and markets.
Building an organisation with
a broad range of perspectives
and experiences increases our
ability to innovate, to make
the right decisions and to
meet or exceed our customers’
expectations.
• Development
and progression
opportunities.
• Health, safety
andwellbeing.
• Equity, diversity
andinclusion.
• Understanding how
they contribute to our
strategy and success.
• Clarity of expectation
on how recognition
and remuneration
structures align with
accountabilities.
• The Board was delighted to again participate in
a formal programme of employee engagement
activity this year, which included sessions focused on
executive remuneration, the ways of working which
will enable our colleagues to deliver our strategy,
and a full-Board site visit to our new compound
semiconductor site at Severn Beach.
• We maintain an engaging and structured approach
to connecting with our employees, with regular
sessions for all employees held at business unit
and regional level, together with a lively and active
intranet and Group-wide email communications
on key strategic initiatives. An annual engagement
survey tracks employee sentiment.
• We continue to promote our ‘Push for Zero’ health
and safety programme and Shield reporting system.
• The Board discusses the insights and actions from all of its employee engagement
activity. This continues to foster meaningful consideration of employees as key
stakeholders. The Board will be participating in an extensive programme of
engagement activity during 2024/25.
• The Remuneration Committee reviewed the wider workforce remuneration
landscape and related policies, and considered these when setting Executive
Director and Management Board remuneration.
• We have continued to promote observation reporting, aiming to ensure that
remedial actions can be taken to prevent accidents from happening.
• The Sustainability Committee considered our maturing approach and internal
targets and measures relating to equality, diversity and inclusion.
Decisions relating to our social
sustainability agenda, from
health, safety and wellbeing to
investment in our people.
See the Sustainability Report/
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
Setting Executive Director
and Management Board
remuneration.
See the Directors’
Remuneration Report /
pages 120 to 143
91Governance Financial StatementsStrategic ReportOverview
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HOW WE ENGAGE WITH OUR STAKEHOLDERS continued
Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Shareholders
Generating value for
shareholders is part of the
Board’s fundamental role,
alongside promoting the long-
term sustainable success of
the company and the Group
and contributing to society.
Our goal is to deliver
shareholder returns through
profitable, sustainable growth
with strong cash conversion
and efficient use of capital.
• Current and future
financial performance.
• Communication and
engagement.
• Sustainability.
• We actively engage with shareholders throughout
the year to ensure they understand the performance
of the business.
• Our ongoing programme of dialogue includes
numerous shareholder meetings and roadshows,
which are facilitated alongside the publication
of the Annual Report and full-year and half-year
resultsannouncements.
• During the year, the Chair, Senior Independent
Director, Remuneration Committee Chair and
Executive Directors all directly engaged with a
range of shareholders, including both virtual and
in-person meetings at our sites. Key topics included
the company’s financial results, strategy and the new
Directors’ Remuneration Policy which was approved
by shareholders at the 2023 AGM.
• Our externally appointed IR specialist increases the
bandwidth available to meet and inform a broader
range of new shareholders.
• The Board as a whole receives updates regarding the nature and outcome of
meetings and engagement by certain Directors with the company’s shareholders.
This feedback helps the Board to shape the strategy which enables the company to
deliver shareholder returns through profitable, sustainable growth with strong cash
conversion and efficient use of capital.
• Our Remuneration Committee engaged with and considered the feedback of
our major shareholders and other key stakeholders when developing the new
Directors’ Remuneration Policy. Their feedback proved particularly insightful in
helping to shape the sustainability-related performance metrics for Executive
Directorremuneration.
Developing and delivering
against our strategy
See our strategy /
pages 22 and 23
Implementation of the Directors’
Remuneration Policy.
See the Directors’
Remuneration Report /
pages 120 to 143
Consideration and decisions
relating to our wider
sustainability agenda, from
diversity and inclusion to setting
net zero targets.
See the Sustainability Report/
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
Suppliers
Our supply chain plays a vital
role in supporting sustainable
growth and efficiency across
the business.
It is imperative that we attain
the highest quality products
and service for our customers,
whilst also striving to enhance
the efficiency of the business
and to reduce risk.
Engaging with our supply
chain is also crucial in the
development and delivery of
our net zero commitment.
• Long-term partnerships.
• Visibility of the wider
supply chain, so that
they can best forecast
future requirements.
• Strong relationships
built on trust and
respect.
• It is crucial to provide our suppliers with accurate
forward visibility in order to align our customers’
requirements with our total supply capabilities. We
share the output from our sales and operations
planning process with them, and we have dedicated
Category Managers to help reduce risk and
improve efficiency. We must ensure our extended
supply chain adheres to our strict environmental
compliance, whilst challenging them to provide
improvements to quality. Our key suppliers are
encouraged to become part of our new product
introduction process, allowing them to add value
toour process.
• The Board remained mindful of potential supply
chain challenges and where appropriate, will be
briefed as regards any necessary work to mitigate
the impacts of these challenges.
• As part of our operational excellence programme, we have continued to work to
strengthen our supply chain through executing a procurement strategy focused
on leveraging our scale and building long-term strategic relationships with fewer
suppliers. We have also appointed a Chief Transformation Officer whose remit
includes supply chain best practice.
• We have continued to develop our supplier due diligence and audit procedures. We
have a zero-tolerance approach to all forms of modern slavery, including servitude,
forced, bonded and compulsory labour and human trafficking, and we expect our
suppliers to adopt the same approach.
Developing and delivering
against our operational
excellence programme.
Decisions relating to the
environmental and governance
strands of our sustainability
agenda, from supply-chain
responsible sourcing to human
rights and modern slavery.
See the Sustainability Report /
pages 34 to 57 and the
Sustainability Committee
report / pages 117 to 119
Local communities
Striving to meet our purpose
in alignment with our values
enables us to support the
development of stronger
communities and have a
positive environmental and
social impact.
• The environment.
• Local small businesses.
• Schools and colleges
within their region.
• Volunteering
opportunities.
• Charitable donations.
• The appearance and
tangible impact of our
sites and operations.
• We actively engage in locally focused activities that
make our communities and environments a better
place to live and work.
• We are committed to empowering students with
an understanding of the working world and the
range of career opportunities that choosing STEM
subjects could open up, so we facilitate school
visits, work experience programmes and industrial
postdoctoralplacements.
• We aim to support the small, independent
businesses near our sites.
• We help our employees to support their local
communities through charitable donations.
• We aim to be considerate neighbours in all aspects
of how we operate, but in particular, we recognise
the importance of the appearance and tangible
impact of our sites and operations.
• We operate ‘Go Green’ committees at many of our sites to deliver a local
environment agenda and promote positive behaviours amongst peers. They are
focused on finding innovative ways to improve our environmental impact.
• Many of our people are keen to share their expertise and to make a difference to the
people and organisations that are close by, and we encourage them to get involved
through volunteering schemes. We operate a ‘Volunteer time-off’ programme for
eligible employees which offers many benefits, including increasing the positive
impact we have in our communities, boosting employee morale and enhancing
team bonding.
• We have facilitated collections of contributions to local food banks and fundraising
activity for local charities and causes.
• We are committed to minimising emissions.
Decisions relating to
our wider sustainability
agenda, from community
impact to supporting next-
generationtalent.
See the Sustainability Report /
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
Oxford Instruments plc
Annual Report 2024
92
www.oxinst.com
Contents Generation – Section Contents Generation – Page Contents Generation – Sub Page

Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Shareholders
Generating value for
shareholders is part of the
Board’s fundamental role,
alongside promoting the long-
term sustainable success of
the company and the Group
and contributing to society.
Our goal is to deliver
shareholder returns through
profitable, sustainable growth
with strong cash conversion
and efficient use of capital.
• Current and future
financial performance.
• Communication and
engagement.
• Sustainability.
• We actively engage with shareholders throughout
the year to ensure they understand the performance
of the business.
• Our ongoing programme of dialogue includes
numerous shareholder meetings and roadshows,
which are facilitated alongside the publication
of the Annual Report and full-year and half-year
resultsannouncements.
• During the year, the Chair, Senior Independent
Director, Remuneration Committee Chair and
Executive Directors all directly engaged with a
range of shareholders, including both virtual and
in-person meetings at our sites. Key topics included
the company’s financial results, strategy and the new
Directors’ Remuneration Policy which was approved
by shareholders at the 2023 AGM.
• Our externally appointed IR specialist increases the
bandwidth available to meet and inform a broader
range of new shareholders.
• The Board as a whole receives updates regarding the nature and outcome of
meetings and engagement by certain Directors with the company’s shareholders.
This feedback helps the Board to shape the strategy which enables the company to
deliver shareholder returns through profitable, sustainable growth with strong cash
conversion and efficient use of capital.
• Our Remuneration Committee engaged with and considered the feedback of
our major shareholders and other key stakeholders when developing the new
Directors’ Remuneration Policy. Their feedback proved particularly insightful in
helping to shape the sustainability-related performance metrics for Executive
Directorremuneration.
Developing and delivering
against our strategy
See our strategy /
pages 22 and 23
Implementation of the Directors’
Remuneration Policy.
See the Directors’
Remuneration Report /
pages 120 to 143
Consideration and decisions
relating to our wider
sustainability agenda, from
diversity and inclusion to setting
net zero targets.
See the Sustainability Report/
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
Suppliers
Our supply chain plays a vital
role in supporting sustainable
growth and efficiency across
the business.
It is imperative that we attain
the highest quality products
and service for our customers,
whilst also striving to enhance
the efficiency of the business
and to reduce risk.
Engaging with our supply
chain is also crucial in the
development and delivery of
our net zero commitment.
• Long-term partnerships.
• Visibility of the wider
supply chain, so that
they can best forecast
future requirements.
• Strong relationships
built on trust and
respect.
• It is crucial to provide our suppliers with accurate
forward visibility in order to align our customers’
requirements with our total supply capabilities. We
share the output from our sales and operations
planning process with them, and we have dedicated
Category Managers to help reduce risk and
improve efficiency. We must ensure our extended
supply chain adheres to our strict environmental
compliance, whilst challenging them to provide
improvements to quality. Our key suppliers are
encouraged to become part of our new product
introduction process, allowing them to add value
toour process.
• The Board remained mindful of potential supply
chain challenges and where appropriate, will be
briefed as regards any necessary work to mitigate
the impacts of these challenges.
• As part of our operational excellence programme, we have continued to work to
strengthen our supply chain through executing a procurement strategy focused
on leveraging our scale and building long-term strategic relationships with fewer
suppliers. We have also appointed a Chief Transformation Officer whose remit
includes supply chain best practice.
• We have continued to develop our supplier due diligence and audit procedures. We
have a zero-tolerance approach to all forms of modern slavery, including servitude,
forced, bonded and compulsory labour and human trafficking, and we expect our
suppliers to adopt the same approach.
Developing and delivering
against our operational
excellence programme.
Decisions relating to the
environmental and governance
strands of our sustainability
agenda, from supply-chain
responsible sourcing to human
rights and modern slavery.
See the Sustainability Report /
pages 34 to 57 and the
Sustainability Committee
report / pages 117 to 119
Local communities
Striving to meet our purpose
in alignment with our values
enables us to support the
development of stronger
communities and have a
positive environmental and
social impact.
• The environment.
• Local small businesses.
• Schools and colleges
within their region.
• Volunteering
opportunities.
• Charitable donations.
• The appearance and
tangible impact of our
sites and operations.
• We actively engage in locally focused activities that
make our communities and environments a better
place to live and work.
• We are committed to empowering students with
an understanding of the working world and the
range of career opportunities that choosing STEM
subjects could open up, so we facilitate school
visits, work experience programmes and industrial
postdoctoralplacements.
• We aim to support the small, independent
businesses near our sites.
• We help our employees to support their local
communities through charitable donations.
• We aim to be considerate neighbours in all aspects
of how we operate, but in particular, we recognise
the importance of the appearance and tangible
impact of our sites and operations.
• We operate ‘Go Green’ committees at many of our sites to deliver a local
environment agenda and promote positive behaviours amongst peers. They are
focused on finding innovative ways to improve our environmental impact.
• Many of our people are keen to share their expertise and to make a difference to the
people and organisations that are close by, and we encourage them to get involved
through volunteering schemes. We operate a ‘Volunteer time-off’ programme for
eligible employees which offers many benefits, including increasing the positive
impact we have in our communities, boosting employee morale and enhancing
team bonding.
• We have facilitated collections of contributions to local food banks and fundraising
activity for local charities and causes.
• We are committed to minimising emissions.
Decisions relating to
our wider sustainability
agenda, from community
impact to supporting next-
generationtalent.
See the Sustainability Report /
pages 34 to 57 and the
Sustainability Committee
Report / pages 117 to 119
93Governance Financial StatementsStrategic ReportOverview
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HOW WE ENGAGE WITH OUR STAKEHOLDERS continued
Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Society
Through our stated
purpose–to accelerate the
breakthroughs that create a
brighter future for our world –
we are committed to making
a positive impact on the
world through our solutions
andservices.
Our purpose underpins our
wholehearted commitment
to playing our part in
creating a sustainable future
throughout our operations,
and by behaving as a
responsiblebusiness.
• Protecting and
enhancing the
environment.
• Addressing the impacts,
risks and opportunities
arising from climate
change.
• The development of
new and affordable
vaccines and
treatments for diseases.
• Fostering a more
connected world.
• Enabling advances in
technology.
• Our technology and scientific expertise enable our
customers to discover and bring to market exciting
new advances that drive human progress.
• We use our market intimacy to develop new products
and services in pursuit of our purpose.
• We engage directly with universities, governments
and leading companies to explore and develop new
ideas, and to support productivity.
• Our Sustainability Committee elevates oversight of
the Group’s sustainability agenda to Board level,
with a specific focus on considering our approach to
climate change, amongst other things.
• Our sites and grounds are well maintained and sensitive to the local environment
and wildlife.
• We continue to develop new products and services, as set out in the operational
review on pages 26 to 33.
• Our Sustainability Committee has continued to keep under review the progress
beingmade across its wider remit, including our work towards achieving our
ultimate net zero target of 2045 and interim targets to 2030 in respect of both our
Scope 1 and 2 emissions.
See our Sustainability Report /
pages 34 to 57
Information on the work of the
Sustainability Committee can
be found on / pages 117 to 119
Oxford Instruments plc
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94
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Stakeholder and
why we value them What matters to them How we engage Outcomes of our engagement
Board decisions where
stakeholders were considered
Society
Through our stated
purpose–to accelerate the
breakthroughs that create a
brighter future for our world –
we are committed to making
a positive impact on the
world through our solutions
andservices.
Our purpose underpins our
wholehearted commitment
to playing our part in
creating a sustainable future
throughout our operations,
and by behaving as a
responsiblebusiness.
• Protecting and
enhancing the
environment.
• Addressing the impacts,
risks and opportunities
arising from climate
change.
• The development of
new and affordable
vaccines and
treatments for diseases.
• Fostering a more
connected world.
• Enabling advances in
technology.
• Our technology and scientific expertise enable our
customers to discover and bring to market exciting
new advances that drive human progress.
• We use our market intimacy to develop new products
and services in pursuit of our purpose.
• We engage directly with universities, governments
and leading companies to explore and develop new
ideas, and to support productivity.
• Our Sustainability Committee elevates oversight of
the Group’s sustainability agenda to Board level,
with a specific focus on considering our approach to
climate change, amongst other things.
• Our sites and grounds are well maintained and sensitive to the local environment
and wildlife.
• We continue to develop new products and services, as set out in the operational
review on pages 26 to 33.
• Our Sustainability Committee has continued to keep under review the progress
beingmade across its wider remit, including our work towards achieving our
ultimate net zero target of 2045 and interim targets to 2030 in respect of both our
Scope 1 and 2 emissions.
See our Sustainability Report /
pages 34 to 57
Information on the work of the
Sustainability Committee can
be found on / pages 117 to 119
A key area of focus during the year was the
redevelopment of our strategy and purpose. These are
crucial underpins which will guide us as we strive to
fulfil our ambitions and to achieve even more for all of
our stakeholders, especially our customers, employees
and shareholders. The process was consultative and
collaborative from the outset and throughout, with
the executive team and Board taking a range of views
from different stakeholders on the status quo and the
business’s strengths and challenges, before developing
the Group’s future strategy. The Management Board
participated in a series of full-day workshop sessions,
and focus groups were held with a wide cross-section
of employees representing different businesses, regions
and functions. Interviews with external stakeholders
including customers, brokers and corporate advisers
also played a key role in shaping the strategy.
At the core of our strategy and future plans, is our
newly articulated purpose, which is to accelerate
the breakthroughs that create a brighter future for
our world, as our technology and scientific expertise
enables our customers to discover and bring to market
exciting new advances that drive human progress.
This reflects in particular how our scientific and
technical expertise is the beating heart of our
organisation. In redefining our purpose and as a
particular consideration in our decision making, we
have sought to ensure that we have not lost sight of
the science, technology and innovation which has
been at the core of the company and its success
since its inception, whilst now reflecting that we are
the enabler which can help to accelerate and unlock
progress across critical areas spanning healthcare,
sustainability and global connectivity.
The Group’s new strategy (see pages 10 to 15 and 22
to 23) is founded on developing focused, customer-
first ways of working, simplifying our organisation and
processes, and making a step change in operational
performance, while protecting our investments
in products and technology – the foundation of
our existing success. It sets out a pathway which
will enable us to achieve greater value for all our
stakeholders, improving our delivery to customers,
delivering higher returns to shareholders, and providing
career development opportunities for our employees.
Guiding our ambitions: our new strategy and purpose
PRINCIPAL DECISION CASE STUDY
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SECTION 172(1) STATEMENT
During the year to 31 March 2024, the Board of Directors has acted to promote the long-term
success of the company for the benefit of its shareholders, whilst having due regard to the
matters set out in Section 172(1)(a) to (f) of the Companies Act 2006, being:
a. The likely consequences of any decision in the long term.
b. The interests of the company’s employees.
c. The need to foster the company’s business 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.
f. The need to act fairly between members of the company.
Further information which demonstrates how the Board has had regard to these matters can be found in the preceding
‘How we engage with our stakeholders’ section on pages 90 to 95.
Additional information demonstrating how the Board has had regard to the factors set out in
Section 172(1) of the Companies Act 2006
Matters per Section 172(1)(a) to (f)
of the Companies Act 2006 Key example(s) Page number
Consequences of any decision
in the long term
Our purpose-led approach 6 and 7
Our strategy 22 and 23
Risk management 70 to 78
Interests of employees
Employee engagement 90 and 91
Our purpose-led approach 6 and 7
Sustainability 34 to 57
Fostering business relationships
with suppliers, customers and others
Engagement with suppliers 92 and 93
Engagement with customers 90 and 91
Supply chain practices 56
Impact of operations on the community
and the environment
Sustainability 34 to 57
Our purpose-led approach 6 and 7
Maintaining a reputation for high
standards of business conduct
Our purpose-led approach 6 and 7
Compliance 56 and 57
Anti-bribery and anti-corruption 56
Human rights and modern slavery 57
Privacy and data protection 57
Data security 57
Whistleblowing 114 and 115
Export Control Policy 56
Acting fairly between members
Shareholder engagement 92 and 93
Shareholder information 144
Oxford Instruments plc
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Contents Generation – Section Contents Generation – Sub PageSection 172(1) Statement

Nomination
Committee
Management Board
Senior management: Internal forums
Audit and Risk
Committee
Remuneration
Committee
Sustainability
Committee
Board of Directors
DIVISION OF RESPONSIBILITIES
Our governance structure
The below structure summarises our approach to governance throughout the organisation. The Board is ultimately
responsible for having oversight of and providing leadership to the Group. Our governance structure demonstrates how
the Board is supported in carrying out its responsibilities. It is particularly supported by its Committees, the Management
Board and the work of various internal forums led by senior management.
Board of Directors
• The role of the Board is to promote
the long-term sustainable success
of the company, generating value
for shareholders and contributing to
wider society.
• Responsibilities of the Board are
documented within its schedule of
reserved matters which form part of
its governance reference materials;
these are reviewed and amended
by the Board periodically.
• Delegates certain matters to
its Committees and the day-
to-day running of the business
to the Executive Directors and
Management Board.
• Collectively responsible for
engagement with the workforce.
Board Committees
• These comprise Non-Executive
Directors and meet the
independence requirements
set out in the UK Corporate
Governance Code 2018.
• Four dedicated Committees:
Audit and Risk, Nomination,
Remuneration, and Sustainability.
• A summary of the key
responsibilities of each Committee
is set out in their respective reports
included within this Annual Report.
• Responsible for a range of matters
specifically delegated by the Board,
as set out in their respective terms
of reference, which are reviewed on
an annual basis and can be found
on our website at: www.oxinst.com/
investors-content/advisers-and-
company-secretary.
Management Board
• Responsible for the day-to-day
running of the business of the
Group, where delegated by the
Chief Executive Officer.
• Focuses on Group-wide
performance, strategy
andriskmanagement.
• Meets at least monthly.
Senior management:
Internal forums
• Report to the Management Board
either directly or indirectly.
• Lead internally on delivering
the objectives delegated
by management as well as
workstreams which encompass
our sustainability strategy via the
Sustainability Leadership Forum.
Responsibilities of the Chair,
Chief Executive Officer and
Senior Independent Director
The responsibilities of the Chair,
Chief Executive Officer and Senior
Independent Director are documented
within the Board’s governance
reference materials which are reviewed
and amended by the Board on a
periodic basis. A high-level summary of
these responsibilities is set out below.
Chair
• Leads the Board.
• Promotes high standards of
governance and ensures the Board
is effective in directing the company.
• Ensures that the Board has effective
decision-making processes and
applies appropriate challenge to
major proposals.
• Sets the agenda of the Board.
• Facilitates participation and
engagement by all Directors
inmeetings.
Chief Executive Officer
• Day-to-day running of the
businessof the Group.
• Leads the Management Board.
• Proposes and implements
thestrategy.
Senior Independent Director
• Acts as a sounding board to the
Chair and supports delivery of
theirobjectives.
• Leads the evaluation of the Chair
onbehalf of the other Directors.
• Available to the company’s
shareholders.
97Governance Financial StatementsStrategic ReportOverview
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Board and Committee meetings and attendance
The table below sets out the number of meetings attended by each Director during the year ended 31 March 2024, of those
which they were required and eligible to attend.
This includes all customary meetings as well as ad hoc meetings scheduled during the year. The Directors also held a
number of meetings without the Executive Directors present, both with and without the external auditor in attendance.
As noted in the Committee reports included within this Annual Report, Directors who are not members of the respective
Committees may be invited to join meetings as regular or ad hoc attendees.
Director Board
Audit and Risk
Committee
Nomination
Committee
Remuneration
Committee
Sustainability
Committee
Neil Carson 9/9 N/A 3/3 7/7 5/5
Richard Tyson
1
3/3 N/A N/A N/A N/A
Gavin Hill 9/9 N/A N/A N/A N/A
Alison Wood 8/9 7/8 3/3 6/7 5/5
Mary Waldner 9/9 8/8 3/3 7/7 5/5
Sir Nigel Sheinwald 9/9 8/8 3/3 7/7 5/5
Reshma Ramachandran 8/9 7/8 2/3 6/7 4/5
Hannah Nichols
2
2/2 2/2 2/2 1/1 1/1
1. Appointed to the Board on 1 October 2023.
2. Appointed to the Board on 1 January 2024.
Directors’ continuous development and access to advice
The Chair is responsible for ensuring that all of the Directors are appropriately briefed on matters arising at Board meetings
and that they have full and timely access to accurate and relevant information. To enable the Board to discharge its duties,
all Directors receive sufficient information, including briefing papers distributed in advance of their meetings. The Committees
of the Board have access to sufficient resources to discharge their duties, including external advisers and access to internal
resources and personnel.
Where they judge it to be necessary to discharge their responsibilities, Directors may obtain independent professional advice
at the company’s expense. All Directors also have access to the advice of the Company Secretary, who is responsible for
advising the Board on all governance matters.
For information regarding the development activities undertaken by the Board during the year, see the Board professional
development section on page 102.
Stakeholder engagement
The Board is committed to developing its understanding of the views of its key stakeholders. As noted earlier in this Annual
Report, in some instances the Board engages directly with stakeholders, but there is also significant engagement by senior
management and throughout the company. The Board receives reports and updates on such engagement and the views
and feedback gathered from stakeholders are used to inform discussion and decision making. Please see pages 20 and 21
regarding 'Engaging with our stakeholders' and pages 90 to 95 regarding 'How we engage with our stakeholders' for more
information, including the Board’s Section 172(1) statement.
Board priorities during the year
The table below summarises some of the highlights from the Board’s key areas of focus and discussion during the financial
year. For more information regarding the key areas of focus for the Committees of the Board, please see their respective
reports within this Annual Report.
DIVISION OF RESPONSIBILITIES continued
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Key areas of focus and discussion
Stakeholders
considered
Theme: Strategy, performance and operations
Annual dedicated strategy review session and across a range of meetings, particularly in the latter half
of the year, with a focus on the redevelopment of our strategy and purpose
1 2 3
4 5 6
Regularly reviewed business development activities and the acquisition proposal pipeline, including approval
of the acquisitions of First Light Imaging SAS, which was completed in January 2024 and FemtoTools AG, which
was agreed on 7 June 2024, subject to certain closing conditions which are expected to be satisfied within four
weeks of signing this Annual Report
1
2 3
4 6
Monitored performance and provided challenge relating to key areas within operations in the broadest sense,
including health and safety, operational excellence, human resources, innovation and business development.
Considered in particular the ongoing operational improvement-related work
1
2 4
Reviewed and approved individual capital expenditure projects, including that relating to the extension of
our production capacity in Belfast to meet growing Life Science demand
2
3 5
Theme: Finance, reporting, risk management and controls
Monitored progress against the 2023/24 financial plan and reviewed and approved the 2024/25
financial plan
1 2 3
4 5 6
Considered and approved the Annual Report, half-year results and trading updates, as well as the proposed
interim and final dividend payments
3
Increased the multi-currency facility available to the Group
3
Monitored the outputs from the formal process which identifies, evaluates and reports on risks and
opportunities across the Group
1 2 3
4 5 6
Theme: Leadership and people
Assessed current composition of the Board including tenure, skills, experience and diversity characteristics, in
order to inform the approach to future Board composition
2 3 6
Continued focus on organisational capability and succession planning within senior leadership teams and
across the organisation
2
Completed the recruitment process for a new Non-Executive Director with the capability to take up the role of
Chair of the Audit and Risk Committee in due course, resulting in the appointment of Hannah Nichols, effective
1 January 2024
2 3
Concluded the succession process regarding our change of Chief Executive Officer, with Richard Tyson
succeeding Ian Barkshire as Chief Executive Officer with effect from 1 October 2023
2 3
Theme: Governance and responsible business
Presented the new Directors’ Remuneration Policy for approval at our AGM on 19 September 2023 and
received strong shareholder endorsement with a supporting vote of 98.04%
2 3
Consideration of views of key stakeholders and impact of decisions on them, including reviews of shareholder
feedback as collated by external advisers
1 2 3
4 5 6
Full-Board site visit to our new compound semiconductor site at Severn Beach, including dedicated workforce
engagement activities, strategy deep-dive session and a full site tour
1 2 3
4 5 6
Reviewed and discussed the outcomes of the internal Board performance review and agreed an action plan for
2024/25. Reviewed progress against the 2023/24 internal Board evaluation action plan
3
Regular meetings without the Executive Directors present
3
Regular meetings with BDO LLP, both with and without the Executive Directors present
3
Maintained oversight of our progress towards achieving our net zero targets
1 2 3
4 5 6
Monitored progress against the targets and measures which aim to advance the social and governance
pillars of our sustainability strategy
1 2 3
4 5 6
Oversight of the Group’s sustainability-related narrative reporting and external disclosures, including our
Task Force on Climate-related Financial Disclosures Statement, the integrated Sustainability Report and our
standalone Sustainability Report
3
Stakeholders considered key:
1
42
53
6
Customers
SuppliersEmployees
Local communitiesShareholders
Society
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Board independence
At the conclusion of the financial year, the Board comprised eight Directors, including the Chair (who was considered
independent upon appointment to the Board), five Non-Executive Directors (all of whom were considered by the Board
to be independent upon annual assessment), and two Executive Directors (being the Chief Executive and Chief Financial
Officer). The Board is therefore compliant with the recommendation of the Code, that it should comprise at least 50%
independent Non-Executive Directors, excluding the Chair. The Committees of the Board also remained compliant with the
recommendations of the Code during the year and further information regarding their membership can be found within the
respective Committee reports included within this Annual Report.
External commitments
The Board is mindful of the time commitment required by the Non-Executive Directors in order to effectively fulfil their
duties. Prior to appointment, prospective Directors provide details regarding other roles and significant commitments which
may impact their ability to commit to the company. All Directors keep the Board informed regarding proposed external
appointments or significant commitments as they arise, with Chair approval required prior to taking on any additional external
appointment and commitments monitored to ensure that each Director has sufficient time to fulfil their obligations. Each
Director’s biographical information and significant time commitments are set out in the Board biographies on pages 86 to 88.
Changes to Directors’ commitments during the year are noted in the below table.
Conflicts of interest
The Companies Act 2006 states that Directors must avoid a situation where they have, or can have, a direct or indirect
interest that conflicts, or possibly may conflict, with the company’s interests. Boards of public companies may authorise
conflicts and potential conflicts, where appropriate, if permitted by the company’s Articles of Association – and the company’s
Articles of Association do allow for this.
Directors are required to disclose conflicts and potential conflicts to the Chair and the Company Secretary as and when they
arise. When a Director takes on additional external commitments, they will discuss the potential position with the Chair and
confirm that, as far as they are aware, there are no conflicts of interest. During the year, none of the Directors declared to the
company any actual or potential conflicts of interest between any of his or her duties to the company and his or her private
interests and/or other duties, except for the Executive Directors, who hold the position of Director of the company as well as
acting as director of a number of Group subsidiary companies. Alison Wood, our Senior Independent Director and Chair of the
Remuneration Committee also serves as a Non-Executive Director of TT Electronics plc, where Richard Tyson was previously
the Chief Executive. Whilst not obliged to do so, she prudently decided to recuse herself from all decision making in relation
to Richard’s appointment and remuneration, both at Oxford Instruments plc and TT Electronics plc. The system for monitoring
potential Director conflicts remained effective throughout the period.
Change in Directors’ commitments
The table below sets out the changes to the external appointments of the Directors which took effect or were confirmed
during the financial year and up to the date of signing the Annual Report.
Director Change in commitment Effective date of change
Alison Wood Resigned as Non-Executive Director and Chair of the Remuneration
Committee of the British Standards Institute (non-listed).
August 2023
Gavin Hill Appointed as Non-Executive Director and Chair of the Audit
Committee of BMT Group Limited.
April 2023
Nigel Sheinwald Resigned as Senior Adviser to Tanium, a cyber-security company. June 2023
Reshma Ramachandran Appointed as Non-Executive Director of ISS A/S. April 2023
Appointed as Chief Transformation Officer and member of the
Executive Board of APCOA Parking AG.
October 2023
Appointed as Senior advisor at Boston Consulting Group LLC. August 2023
DIVISION OF RESPONSIBILITIES continued
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Appointments to the Board
The Nomination Committee is responsible for leading the process for appointments to the Board and its standard process
when making new appointments to the Board is set out below.
Director appointment process
Evaluate Board composition and
determine required capabilities
of proposed appointee
Evaluate the Board’s skills, experience, independence, diversity and knowledge
andutilise this to develop a specification which reflects the role and specific
capabilities required.
Advertise role and determine
long list of potential candidates
Advertise the role using open advertising (unless confidential) and by instructing
external executive search consultants with the necessary expertise.
Identify long list of potential candidates based on, amongst other things,
experience, capabilities, merit and diversity.
Refine short list of potential
candidates and complete interviews
Determine short list and invite the potential candidates to complete a formal
interview process.
Interview process to be facilitated by various Board members but specifically
the Chair, Chief Executive Officer and senior management, as appropriate.
Consideration and approval
by Nomination Committee
Nomination Committee to consider the short-listed candidates and feedback
from interview process from both interviewers and interviewee.
Determine the preferred candidate and recommend their appointment to the
Board for approval.
Consideration and approval by Board
Board to consider and, if thought fit, approve the proposed appointment of the
preferred candidate.
Market announcement made in accordance with regulatory requirements.
COMPOSITION, SUCCESSION AND EVALUATION
Director re-election
In line with best practice and the
company’s Articles of Association,
all Directors are required to retire
from office at each AGM, in order to
be proposed for re-election by the
company’s shareholders should they
wish to continue in their role. At the
company’s 2023 AGM, all Directors on
the Board at that time were reappointed
by shareholders with majority votes
ranging from 95.91% to 99.87%.
On 1 October 2023, Richard Tyson was
appointed to the Board as an Executive
Director in his capacity as Chief
Executive Officer and on 1 January
2024, Hannah Nichols was appointed
to the Board as a Non-Executive
Director. Both Richard and Hannah
will stand for election for the first time
at the company’s 2024 AGM. Hannah
will also take up the role of Chair of the
Audit and Risk Committee with effect
from the conclusion of the AGM.
Reshma Ramachandran will not
submit herself for re-election by
shareholders and will stand down as
a Non-Executive Director with effect
from the conclusion of the AGM, due
to her appointment in a new executive
role externally, which will restrict the
available time which she can commit
to her role with the company.
The Board sincerely thanks Reshma
for the valuable contributions she has
made during her time as a Director.
Mary Waldner joined the Board in
February 2016, and will stand down as
a Non-Executive Director in February
2025, when she will have served as a
Non-Executive Director for nine years,
in line with best practice. She will step
down from the role of Chair of the
Audit and Risk Committee with effect
from the conclusion of the AGM, with
Hannah Nichols taking up this role, as
noted above.
Each of the other Directors will retire
from office at the AGM and each has
agreed to submit himself or herself for
re-election by shareholders.
Having considered the performance
and contribution of each of the
Directors, the Board remains satisfied
that they are operating effectively and
continue to demonstrate commitment
to their roles. The Board will therefore
recommend the election or re-election
of all Directors who intend to stand for
appointment at the AGM.
The biographical information of each
Director, their initial appointment dates
and the reasons for their respective
election or re-election, where
applicable, can be found on pages 86
to 88. More information regarding the
Board and the Director performance
review process is set out on pages 102
and 103.
Board induction programme
The Chair and Company Secretary
are responsible for ensuring that
all Directors receive a full, formal
and tailored induction upon joining
the Board. Whilst our induction
programme will be tailored based on
the needs, experience and background
of the individual Director, it will ensure
that they gain a comprehensive
understanding of the Group through
activities including: visits to our sites,
one-to-one sessions with the Executive
Directors, sessions with all members
of the Management Board, meetings
with various functional and regional
heads, and the opportunity to meet
with a range of employees across
thebusiness.
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COMPOSITION, SUCCESSION AND EVALUATION continued
Richard Tyson was appointed to the Board with effect from 1October 2023 and since joining, has
immersed himself in getting to know the business at first hand, meeting key stakeholders including
customers, shareholders and colleagues around theworld.
“I’m really grateful for the very warm welcome I’ve had everywhere I’ve been. I’ve also come away from every visit
impressed by the talent and commitment of our teams, the strength of our product ranges and the brilliant ideas
coming through for new product development. I can also see huge potential for us to be even more effective in the
years to come, with opportunities to simplify the way we operate that will deliver efficiencies that we can reinvest
back into the business.”
Highlights from Richard’s first few months as he
immersed himself into the business included:
• embarking on multiple visits to all of our major
sites around the world, including those across the
UK, China, Germany, Japan and the US, which
provided opportunities to:
– see our advanced technology in action;
– meet with and hear from a wide range of
colleagues across our organisation;
– gain a first-hand insight into the working
practices at our sites; and
– assess our strategy in action; helping to shape
his views on the future of the organisation;
• building strong working relationships with
members of the Board and developing his
understanding of their views on the opportunities
for and challenges facing the business; and
• developing a robust framework
to support him in delivering his
role, ranging from expanding the
Management Board to engaging
external advisers to support
robust andwell-informed
decision making.
Induction of Richard Tyson as Chief Executive Officer
The case study on page 103 provides
an illustration of our induction
programme in practice, following the
appointment of Hannah Nichols as
a Non-Executive Director during the
financial year.
Board professional
development
The Board and Committees receive
dedicated training and information
on matters relevant to the Group’s
business, including operational and
technological briefings and updates
on legal, regulatory and governance
developments. During the year, training
and updates were provided by the
company’s remuneration adviser and
external counsel, as well as internal
subject matter experts.
For more information regarding our
approach to Directors’ continuous
development and access to advice,
please see page 98.
Board composition
The Board, via the Nomination
Committee, keeps under continuous
review its composition and that of its
committees. Its review considers the
balance of the Directors’ skills and
experience as well as their tenure,
independence, time commitment and
diversity. The Nomination Committee
also carries out a formal, in-depth
review of Board and committee
composition at least annually.
For more information regarding the
recent and anticipated changes to
the Board’s composition, see the
Nomination Committee Report on
pages 106 to 109.
Annual Board
Performance Review
The Board recognises the need to
continually monitor and improve its
performance. It carries out internal
or externally facilitated Board
performance reviews annually, in order
to obtain feedback to help to improve
its effectiveness.
Internal Board evaluation
2022/23: Progress
The Board completed an internally
facilitated performance review during
the previous financial year. This
generated recommendations which
the Board agreed to implement. In line
with its dedicated action plan, during
the year the Board:
• as part of their work on the
redevelopment of the company’s
strategy and purpose, considered
the current and anticipated macro
backdrop impacting the Group;
• developed and delivered a
smooth succession plan for the
role of Chair of the Audit and Risk
Committee, with the appointment
of Hannah Nichols as a Non-
Executive Director on 1 January
2024 who will take up the role
with effect from the conclusion of
the 2024 AGM. Hannah has been
completing a robust handover
with the current Audit and Risk
Committee Chair, Mary Waldner,
who will be stepping down from
the Board in February 2025;
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Hannah Nichols was appointed to the Board with effect from 1January 2024 and, since joining, has
undertaken a full and formalinduction, tailored to her individual needs.
“I am delighted to have joined Oxford Instruments as Non-Executive Director and was very impressed with the
leading-edge products and services showcased during my recent visits to High Wycombe and Tubney Woods.
I really appreciate the warm welcome I have received to date and look forward to spending more time with our
talented teams during future visits.”
Key features of Hannah’s tailored induction
programme included:
• one-to-one sessions with the Executive Directors
to gain an in-depth understanding of the business;
• sessions with all members of the Management
Board, to develop an understanding of their roles
and responsibilities;
• visits to our sites at Tubney Woods, High
Wycombe and Severn Beach;
• legal training session with the company’s UK
corporate counsel regarding the obligations of
a UK listed company and its directors, with a
focus on the regulatory framework for UK listed
companies, directors’ duties and the UK Corporate
Governance Code and related obligations;
• meetings with various functional and regional
heads including the Company Secretary, General
Counsel, Director of Communications, Group
Financial Controller, Group HR Director, Head of
Tax and Head of Internal Audit, Risk Assurance
and Group International Trade Compliance;
• introductions to the company’s key
advisers including its auditor,
UK corporate counsel and
remuneration consultant; and
• commenced handover activities
with Mary Waldner, whom
Hannah will succeed as Chair of
the Audit and Risk Committee
with effect from the
conclusion of the AGM on
25 July 2024.
Induction of Hannah Nichols as Non-Executive Director
• continued to progress the workforce
engagement programme through
meeting and hearing from a
range of employees at various
levels and roles, primarily as part
of the full-Board site visit to our
new compound semiconductor
site at Severn Beach and
through a dedicated session on
remuneration hosted by Alison
Wood in her capacity as Chair of the
Remuneration Committee; and
• facilitated Director development
opportunities across a range of
topics including sustainability,
corporate governance and the
evolving legal landscape. Also
received briefings on matters
relevant to the Group’s business,
including operational updates.
Internal Board Performance
Review 2023/24: Process
This year, the Board completed an
internally facilitated performance
review. The process included:
• discussions between the Chair and
the Company Secretary to agree
the scope of the evaluation and
focus areas;
• online questionnaire issued to and
completed by all Directors;
• evaluation report prepared and
findings discussed by the Chair and
Company Secretary;
• aggregated feedback and
proposed actions shared with and
discussed by the Board; and
• Board discussed and agreed
actions to be implemented.
Internal Board Performance
Review 2023/24: Outcomes
and actions
The internal Board performance
review concluded that the Board and
its Committees function well and that
all individual Directors contribute
meaningfully and demonstrate
commitment to their roles. The Board
developed and agreed an action plan
for the year ahead, highlights from
which include:
• enhancing the Board’s approach to
risk management;
• continuing to advance the formal
workforce engagement programme
to provide meaningful insights for
both the Board and our colleagues;
and
• providing even further director
development opportunities, relevant
to the business.
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Board skills, experience and diversity characteristics
The Board is committed to promoting diversity and inclusion, both on the Board and throughout the Group. The Board
recognises that diversity, construed in its broadest sense and including gender, religious and ethnic diversity, disability, sexual
orientation, social and economic backgrounds, age and cognitive and personal strengths, is an important factor in Board and,
indeed, operational effectiveness.
During the year, the Directors participated in a process to identify their own skills, experience and diversity characteristics. The
results of this process are set out below and on the page opposite and have been used to help assess the future needs of the
Board, particularly in determining the ideal attributes of prospective appointees to the Board.
The Board diversity policy and our plans and progress in line with the recommendations of the FTSE Women Leaders Review
and the Parker Review, respectively, are described in the Nomination Committee Report on pages 106 to 109.
For more information regarding our approach to equality, diversity and inclusion across the Group, please see our
Sustainability Report on pages 34 to 57.
Specific skill, experience or expertise Number of Directors identifying as having specific skill, experience or expertise
Chairmanship
2
Listed Company Executive directorship(s)
5
Listed Company Non-Executive directorship(s)
7
Financial expertise
4
Financial reporting experience
4
Risk management
6
Investor relations
5
Corporate governance
8
Executive remuneration
5
Workforce engagement
4
Strategy development
8
International business experience
8
Commercial and business development
4
Business management
5
Operations and manufacturing
5
Services and life cycle revenue
3
Technology, Science or Engineering
4
Sustainability
3
Climate change
4
Energy transition
3
Customer focus
3
People leadership
5
Digital experience
2
Board skills and experience
COMPOSITION, SUCCESSION AND EVALUATION continued
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Board diversity characteristics
Age
Were you educated outside the UK?
Do you consider yourself to have a disability
defined by the Equality Act 2010?
What is your ethnic group?
Board gender diversity
What is your highest level of
educational attainment?
40–49 2
Yes 1
White British 7
Male 4
Level 6 – 4
Bachelor’s degree
Level 8 – 0
Doctorate or PhD
No 8
50–59 3
No 6
Indian 1
Female 4
Level 7 – 4
Master’s degree
Other 0
60–69 2
Educated both 1
inside and
outside UK
70+ 1
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NOMINATION COMMITTEE REPORT
Dear Shareholder,
I am pleased to present the report of
the Nomination Committee for the year
ended 31 March 2024.
The Committee has again enjoyed a
busy year, with the range of recent and
upcoming changes to the composition
to our Board being a reflection of
the importance we place on robust
succession planning and the execution
of our plans.
After completing a rigorous search
process, we were pleased to
recommend that the Board appoint
Hannah Nichols as a Non-Executive
Director with effect from 1 January
2024. Hannah’s experience means
that she is well equipped to take
up the role of Chair of the Audit and
Risk Committee, which she will do
with effect from the conclusion of
the AGM to be held on 25 July 2024.
Since joining the Board, Hannah
has completed a formal induction
programme, which you can read more
about on page 103. Further details
regarding our Director appointment
process can also be found on
page101.
During the year we were pleased
to have concluded the succession
process regarding our change of Chief
Executive Officer, with Richard Tyson
succeeding Ian Barkshire as Chief
Executive Officer with effect from 1
October 2023. The Board is thankful
for the tremendous contribution Ian
has made and is sure that he will look
back on his long career with Oxford
Instruments with immense pride.
Richard has joined us from global
electronics company TT Electronics
plc, where he was Chief Executive
Officer, and we have been delighted
with his work so far, as he leads us into
the next phase of our development
and growth.
For more detail regarding remuneration
arrangements applicable to Ian’s
retirement and Richard’s appointment
to the Board, see the Directors’
Remuneration Report on pages 120
to143.
NEIL CARSON
Chair of the Nomination Committee
As explained earlier in this Annual
Report, Reshma Ramachandran
will stand down as a Non-Executive
Director with effect from the conclusion
of the AGM, due to her appointment in
a new executive role externally, which
will restrict the available time which
she can commit to her role with the
company. The Board sincerely thanks
Reshma for the valuable contribution
she has made during her time as a
Director. In addition, and as noted in
the Report and Financial Statements
2023, after having served on the Board
for almost nine years, Professor Sir
Richard Friend stepped down as a
Non-Executive Director of the company
with effect from 28 July 2023. Further,
Mary Waldner will stand down as a
Non-Executive Director in February
2025 in line with best practice and will
step down from the role of Chair of the
Audit and Risk Committee with effect
from the conclusion of the AGM, with
Hannah Nichols taking up this role.
We have also kept under review our
approach to diversity, particularly
in light of the recommendations of
the FTSE Women Leaders Review
and the Parker Review. We remain
committed to meeting the targets and
recommendations set out in these
reviews, at Board level, for senior
management and throughout the
organisation. Our Board diversity policy
and our plans and progress in line with
the recommendations of both of these
reviews are explained on pages 108
and 109.
I will be available at the AGM to
answer any questions you may have
regarding the work of the Committee.
NEIL CARSON
Chair of the Nomination Committee
10 June 2024
Committee membership
The current members
of the Committee are:
Neil Carson (Chair), Alison Wood,
Mary Waldner, Nigel Sheinwald,
Reshma Ramachandran and
Hannah Nichols.
Changes to Committee
membership:
Richard Friend stepped down as
a member of the Committee upon
his resignation from the Board
on 28 July 2023 and Hannah
Nichols joinedas member of the
Committee upon her appointment
to the Board on1January 2024.
• For details of attendance at
Committee meetings during the
financial year, see page 98.
• For the biographies of all
Committee members, see
pages 86 to 88.
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Committee composition
In line with the Committee’s terms of
reference, which are available on our
website at: www.oxinst.com/investors-
content/advisers-and-company-
secretary, the Committee comprises a
majority of independent Non-Executive
Directors and is chaired by the Chair of
the Board, Neil Carson.
Meetings
The Nomination Committee holds a
minimum of one meeting annually, as
required under its terms of reference,
and this year held three meetings.
Regular attendees at meetings
may include the Chief Executive
Officer, Chief Financial Officer and
Chief HR Officer, where appropriate.
TheCompany Secretary is the
secretary to the Committee.
Committee performance
review
During the year, an internal
performance review of the effectiveness
of the Committee was conducted as
part of the wider review of the Board
and the Board Committees.
Key responsibilities
• Review the structure, size and composition (including the skills, knowledge,
experience and diversity) of the Board.
• Ensure plans are in place for orderly succession to Board and Management
Board positions, and oversee the development of a diverse pipeline for
succession, taking into account the challenges and opportunities facing the
company, and the skills and expertise needed on the Board in the future.
• 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.
• Be responsible for identifying and nominating for the approval of the Board,
candidates to fill Board vacancies as and when they arise.
• Before any appointment is made by the Board, evaluate the balance of
skills, knowledge, experience and diversity on the Board and, in light of this
evaluation, prepare a description of the role and capabilities required for a
particular appointment and the time commitment expected.
• Ensure that, on appointment to the Board, Non-Executive Directors receive a
formal letter of appointment setting out clearly what is expected of them.
• Review the results of the Board performance evaluation process that relate
to the composition of the Board and succession planning.
• Review annually the time required from Non-Executive Directors.
• The Committee shall also make recommendations to the Board concerning:
changes needed to the succession planning process, if required; suitable
candidates as new Directors and succession for existing Directors;
membership of the Audit and Risk, Remuneration, and Sustainability
Committees; the reappointment of Non-Executive Directors at the
conclusion of their specified term of office; the re-election by shareholders of
Directors; any matters relating to the continuation in office of any Director at
any time; and the appointment of any Director to executive or other office.
More information can be found on
pages 102 to 103. The review found
that the Committee functions effectively
and that matters are dealt with in a
thoughtful and rigorous manner.
How the Committee spent its
time during the year ended
31 March 2024
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in January
2024 and which are summarised
above. Whilst these responsibilities
guide the operation of the Committee
and shape its agenda, it will also
consider other matters as requested by
the Board and as relevant to its remit.
The key activities and areas of focus
for the Committee during the year are
as set out below.
• Reviewed the Board’s composition
and future needs, bearing in mind
in particular the current tenure,
skills, experience and diversity
characteristics of the Directors.
• Reviewed the succession plans for
Board and Management Board
positions.
• Continued to consider our approach
to diversity, particularly in light of
the recommendations of the FTSE
Women Leaders Review and the
Parker Review.
• Completed the recruitment process
for a new Non-Executive Director,
resulting in the appointment of
Hannah Nichols, effective 1 January
2024.
• Concluded the succession process
regarding our change of Chief
Executive Officer, with Richard Tyson
succeeding Ian Barkshire in this role
with effect from 1October 2023.
Board composition and
succession planning
The Nomination Committee keeps
under continuous review the
composition of the Board and its
Committees. We take seriously our
responsibility for Board effectiveness
and continuity and the need to conduct
a continuous and proactive process
of planning and assessment, in the
context of the company’s strategic
priorities and the main trends and
factors affecting the long-term success
and future viability of the company.
Anticipating the departure of Mary
Waldner as Director in line with best
practice in relation to her tenure
and independence, as she will have
served on the Board for nine years by
February 2025, the Committee acted
to ensure smooth succession for the
role of Audit and Risk Committee Chair,
which Mary currently fulfils. As a result,
we were pleased to recommend that
the Board appoint Hannah Nichols
as a Non-Executive Director with
effect from 1 January 2024. Hannah’s
strong financial expertise, extensive
international experience and track
record of driving transformational
change, both within and beyond the
finance function, will complement
the current range of expertise and
experience on our Board and mean
that she is well equipped to take up
the role of Chair of the Audit and Risk
Committee, which she will do with
effect from the conclusion of the AGM
to be held on 25 July 2024. See page
101 for further information regarding
the Committee’s appointment process
and page 103 for details regarding
Hannah Nichols' appointment and
induction experience. The Nomination
Committee engaged Russell Reynolds,
an executive search agency, to assist
with this appointment.
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The company and the Directors have
no other connection with Russell
Reynolds. As explained in the Report
and Financial Statements 2023, further
to a rigorous selection process, Richard
Tyson was appointed to succeed Ian
Barkshire as Chief Executive Officer.
We are pleased to have concluded the
formal appointment process during
the year, with Richard succeeding Ian
in this role with effect from 1 October
2023. The Director appointment
process detailed on page 101 was
followed, except that open advertising
was not utilised as it was not
appropriate in these circumstances.
The interview process in particular,
gave each of the Committee members
a meaningful opportunity to carefully
assess the experience and capabilities
of the potential internal and external
candidates. The Committee ensured
that the insights gained by each of its
members were carefully considered in
coming to a conclusion regarding their
preferred candidate. Alison Wood, our
Senior Independent Director and Chair
of the Remuneration Committee also
serves as a Non-Executive Director
of TT Electronics plc, where Richard
was previously the Chief Executive.
Whilst not obliged to do so, she
prudently decided to recuse herself
from all decision making in relation to
Richard’s appointment, both at Oxford
Instruments plc and TT Electronics
plc. The Nomination Committee
engaged Korn Ferry’s executive search
consultancy to assist with this process.
Korn Ferry also acts as an adviser to
the Remuneration Committee and
information regarding its fees for
serving in this capacity are set out
onpage 122.
Upon Sir Richard Friend stepping
down from the Board in July 2023, the
Committee was mindful of ensuring
that it retained access to his depth of
technical expertise and experience.
Since his departure from the Board, he
has been engaged to work with the
Board in an advisory capacity and this
has helped to ensure that it retains
the skills, knowledge and experience
it needs to operate optimally. In due
course, consideration may be given
to seeking to appoint a further Non-
Executive Director with a similar skill-
set, but it is not considered appropriate
at this time.
In addition to reviewing Board
composition, the Nomination
Committee oversees the succession
plans for the Management Board. It
has regular opportunities to meet with
its members and other members of
the wider senior leadership through
their attendance at Board meetings
to report on their respective business
areas or functions and through
workforce engagement activities.
Board diversity
The Board is committed to promoting
diversity and inclusion, both on the
Board and throughout the Group.
The Board recognises that diversity,
construed in its broadest sense, is an
important factor in Board and, indeed,
operational effectiveness. The Board’s
diversity policy considers a range of
characteristics, namely age, disability,
social and educational backgrounds,
as well as gender and ethnicity, and
includes a commitment to sustaining
an effective balance of female and
ethnic representation on the Board and
throughout the wider organisation.
At the end of the financial year,
the Board had 50% female
representation as well as ethnically
diverse representation, with one
of our Board colleagues being a
person of colour. The composition
of our Board therefore met both
the recommendations of the FTSE
Women Leaders Review (40% female
representation by the end of 2025)
and the Parker Review (at least one
Director of colour by the end of 2024).
We are delighted to have surpassed
the target for at least 40% of the Board
to comprise women, with 50% female
representation at present, given that
four of the Board’s eight Directors are
women. We are mindful that upon
the exit of Reshma Ramachandran as
a Non-Executive Director on 25 July
2024, we will still surpass the target
with 43% female representation, but
upon Mary Waldner stepping down
from the Board in February 2025, will
have 33% female representation. The
Committee intends to take active steps
to address this during the year ahead.
We are pleased to have also met the
recommendation to have at least one
woman in one of four specified senior
roles by the end of 2025, as Alison
Wood currently serves as our Senior
Independent Director.
We have met the target of the Parker
Review for the Board to include at least
one Director of colour by the end of
2024, with Reshma Ramachandran
currently serving as a Non-Executive
Director, but recognise that we will
need to take active steps during the
year ahead to address the fact that
we will no longer meet this target
once Reshma steps down as a Non-
Executive Director.
The Parker Review also recommends
that we devise and work towards a
specified target for the percentage of
our senior management team to be
from ethnic minorities by the end of
2027. As an international company,
we recognise the importance of
ensuring we have strong ethnically
diverse leadership role models and
a diverse decision-making team that
reflects our customer base and the
communities in which we operate. In
2024 we published our ethnicity pay
gap data for the first time and were
encouraged to report that both mean
and median pay across our entire UK
workforce was slightly higher for those
colleagues who identify as belonging
to an ethnic minority group. We have
made efforts to improve the extent of
ethnicity data we hold and are pleased
to now have data in respect of 90%
of our UK workforce and 78% of our
global workforce. This year we have
taken steps to broaden the ethnic
diversity of our wider senior leadership
team which, as of the date of the
Annual Report, comprises 14 persons,
of whom 14% are Asian. There are 102
direct reports of this team, of whom
22% identify as belonging to an ethnic
minority group. In that context, we will
be seeking to maintain and improve
the ethnic diversity of this cohort (ie, our
wider senior leadership team and their
direct reports) on a year-on-year basis,
within a target range of 20% to 25%.
Any future appointments to the Board
will continue to be based on merit
and objective criteria to ensure that
the best individuals are considered
and appointed to the role. Wherever
possible, the search pool will be
extensive and where an executive
search consultancy is used, we will
only engage with those firms that
have adopted the Voluntary Code of
Conduct for Executive Search Firms.
For details of our approach to diversity
within the wider organisation, please
see our Sustainability Report on pages
34 to 57.
NOMINATION COMMITTEE REPORT continued
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Diversity of individuals on the
Oxford Instruments plc Board
and executive management
In accordance with the UK Financial
Conduct Authority’s Listing Rule 9.8.6
R (9) the Board confirms that as of 31
March 2024, Oxford Instruments plc:
• had surpassed the target for
at least 40% of the Board to
comprise women, with 50% female
representation given that four of the
Board’s eight Directors are women;
• had met the remaining targets
set out in that rule with (i) Alison
Wood holding the role of Senior
Independent Director and a
woman therefore holding one of
the specified senior positions on
the Board (Chair, Chief Executive
Officer, Senior Independent Director
or Chief Financial Officer); and (ii)
Reshma Ramachandran being of
an Asian background, meaning
that the Board included at least
one Director from a minority ethnic
background;and
• with the upcoming exit of Reshma
Ramachandran as a Non-Executive
Director on 25 July 2024, we will still
surpass the target for at least 40%
of the Board to comprise women,
with 43% female representation,
but will no longer meet the target
for the Board to include at least
one Director from a minority ethnic
background. However, upon Mary
Waldner stepping down from the
Board in February 2025, the Board
will comprise six Directors: four
men and two women, resulting in
33% female representation. The
Committee intends to take active
steps to address this during the
yearahead.
In accordance with Listing Rule
9.8.6 R (10) the below tables provide
data as of 31 March 2024 regarding
the gender identity or sex and the
ethnic background of both the
Oxford Instruments plc Board and
the executive management team,
itsManagement Board.
Gender identity or sex
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 4 50% 3 9 90%
Women 4 50% 1 1 10%
Not specified/prefer not to say – – – – –
Ethnic background
Number of
Board members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
White British or other White
(including minority-white groups) 7 87.5% 4 8 80%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British 1 12.5% – 2 20%
Black/African/Caribbean/Black British – – – – –
Other ethnic group, including Arab – – – – –
Not specified/prefer not to say – – – – –
Our approach to collecting this data
was two-fold. For our Directors,
we asked that they complete
a questionnaire regarding their
skills, experience and diversity
characteristics, including their gender
identity or sex and their ethnic
background. For our Management
Board, we collated this data from
our employee records, which they
have provided on a voluntary basis
understanding that it may be used for
disclosure purposes, as well as to help
to ensure that our processes and pay
are fair and equitable with respect
to race and ethnicity, as well as the
characteristics on which we have had
full data for several years.
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AUDIT AND RISK COMMITTEE REPORT
Dear Shareholder,
I am pleased to present the Report
of the Audit and Risk Committee for
the year ended 31 March 2024. We
have continued to play an integral
role as part of the Group’s governance
framework, monitoring the integrity
of the financial statements of the
company and providing oversight
and challenge across the financial
reporting processes and internal
control environment.
During the year, the Committee’s work
focused particularly on the Group’s
approach to several key areas of
governance whilst continuing to deliver
its core remit. Specific areas of focus
included:
• delivery of the internal audit plan
across a broad range of key risk
areas;
• considering the procedures to
manage risk, oversee the internal
control framework and determine
the nature and extent of the
principal risks the company is
willing to take in order to achieve its
long-term strategic objectives;
• monitoring the processes for
identifying, evaluating and reporting
on climate-related risks and
opportunities across the Group
and their integration into the wider
enterprise risk management
processes. This includes the
detailed assessment of key risks
using a standardised methodology,
as performed by the business units
across the Group;
• working with BDO LLP in respect
of the delay to the completion of
the annual audit in respect of the
year ended 31 March 2023 due to
their requesting additional time to
finalise their audit quality control
procedures, to ensure a smooth
conclusion to this process; and
• the review of papers and supporting
calculations and data relating
to the significant Audit and Risk
Committee judgements and
estimates during the financial year
ended 31 March 2024.
MARY WALDNER
Chair of the Audit
and Risk Committee
I will be stepping down as Chair of
the Committee with effect from the
conclusion of the AGM on 25 July
2024 and am delighted that I will be
succeeded in this role by Hannah
Nichols. Hannah joined the Board as a
Non-Executive Director and member of
the Committee on 1 January 2024. As
an experienced financial professional,
a qualified chartered accountant and
the current Chief Financial Officer of Hill
& Smith PLC, she is excellently suited
to undertake this role. I will remain as
a Non-Executive Director on the Board
until February 2025.
The Committee has noted the
publication of the revised UK Corporate
Governance Code in January 2024
and its work in the year ahead will
include planning to adopt the changes
it considers necessary to comply with
the revised Code. During the year
ahead the Committee will continue to
retain a focus on assessing the level of
assurance provided over key financial
controls whilst also addressing a range
of risk-based audit areas.
Should you have any questions or
comments regarding the work of the
Committee during the year, I would be
pleased to hear from you.
MARY WALDNER
Chair of the Audit
and Risk Committee
10 June 2024
Committee membership
The current members of
the Committee are:
Mary Waldner (Chair), Alison
Wood, Nigel Sheinwald, Reshma
Ramachandran and Hannah
Nichols.
Changes to Committee
membership:
Richard Friend stepped down as
a member of the Committee upon
his stepping down from the Board
on 28 July 2023 and Hannah
Nichols joined as member of the
Committee upon her appointment
to the Board on 1 January 2024.
Hannah will take up the role
of Chair of the Audit and Risk
Committee with effect from the
conclusion of the AGM to be held
on 25 July 2024, succeeding Mary
Waldner in this role.
• For details of attendance at
Committee meetings during the
financial year, see page 98.
• For the biographies of all
Committee members, see
pages 86 to 88.
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Key responsibilities
• Monitor the integrity of the Financial Statements of the company and Group and review and report to the Board on
significant financial reporting issues and judgements.
• Review statements relating to financial performance and narrative reporting, including any climate-related financial
disclosures.
• Review the company’s internal control and risk management systems.
• Review the arrangements relating to compliance, speaking up and fraud.
• Monitor and review the effectiveness of the company’s internal audit function.
• Advise the Board on the appointment, reappointment and removal of the external auditor, agree their terms of
engagement and monitor their independence and objectivity.
• Review the effectiveness of the external audit process.
• Develop and implement the policy on the engagement of the external auditor to supply non-audit services.
How the Committee spent its
time during the year ended
31 March 2024
Structured programme of activities
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in
January2024.
The Committee sets a structured
programme of activities for the year,
developed from its terms of reference
and including standing items for its
consideration at certain meetings.
In addition, it considers specific risk
areas identified for detailed review in
light of the evolving risk environment,
assurance activities relating to key
non-financial areas and any other
matters that arise during the year.
Financial Statements
and reporting
During the year, the Committee
continued to monitor the financial
reporting process of the Group. As
part of the year-end reporting process
the Committee reviewed in detail this
Annual Report in respect of the year
ended 31 March 2024 and concluded
that, taken as a whole, it is fair,
balanced and understandable and
provides the information necessary for
shareholders to assess the company’s
position, performance, business model
and strategy. The Board recognises the
important role which the Committee
plays in making such assessments.
Committee composition
In line with the requirements of the
UK Corporate Governance Code and
the Committee’s terms of reference,
which are available on our website at:
www.oxinst.com/investors-content/
advisers-and-company-secretary, the
Committee comprises independent
Non-Executive Directors and, as a
whole, has competence relevant to the
sector in which the company operates.
All members of the Committee are
considered to be independent. Mary
Waldner, the Committee Chair, has
specific, recent and relevant financial
experience as the Chief Financial
Officer of Lloyd’s Register, is a Fellow of
the Chartered Institute of Management
Accountants and has also held a
number of senior executive financial
roles with major public companies. She
will step down from the role of Chair
of the Audit and Risk Committee with
effect from the conclusion of the AGM
to be held on 25 July 2024 and will
be succeeded by Hannah Nichols, as
noted opposite.
Meetings
The Audit and Risk Committee
holds a minimum of three meetings
annually, as required under its terms
of reference, and this year held four
scheduled meetings and four ad hoc
meetings. See page 99 for a summary
of the key matters considered at each
meeting during the year. Regular
attendees at meetings include the
Chief Executive Officer, Chief Financial
Officer, Group Financial Controller,
Head of Risk, Assurance and Trade
Compliance, and BDO LLP, our external
auditor. Other attendees who attend
as required include the Chair and
members of senior management. The
Company Secretary is the secretary to
the Committee.
Committee performance
review
During the year, an internal
performance review of the
effectiveness of the Committee
was conducted as part of the wider
review of the Board and the Board
Committees. More information can be
found on pages 102 to 103. The review
found that the Committee functions
effectively and that matters are dealt
with in a rigorous manner.
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AUDIT AND RISK COMMITTEE REPORT continued
The main areas considered at Committee meetings during the year are set out below.
Matters considered
June
2023
June
2023
1
July
2023
1
July
2023
1
Sept
2023
Nov
2023
Jan
2024
Mar
2024
1
Half-year and full-year Financial Statements including
appropriateness of accounting policies, representation letters,
associated narrative reporting (Annual Report and Financial
Statements) and market announcements
External auditor Year-end Audit Report and Interim Review Report
Significant accounting estimates and judgements
Going concern
Viability statement
Group risk register, including climate-related risks and opportunities
Principal risks and uncertainties
Adequacy of internal control environment including internal control
framework and risk management processes
Internal audit update (specific theme addressed at each meeting,
per the internal audit plan for the financial year)
Internal audit plan
Effectiveness of internal audit function
External auditor strategy for year-end audit
External auditor terms of engagement
External auditor independence and objectivity
Effectiveness of external audit process
Policy on non-audit services carried out by external auditor
Litigation register
Systems and controls for detecting fraud and the prevention
of bribery and corruption
Whistleblowing arrangements
Committee effectiveness review
Committee terms of reference
Committee members and external auditor closed meeting
1. Meetings scheduled on an ad hoc basis rather than as part of formal annual meetings calendar.
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Significant Audit and Risk
Committee judgements and
estimates during the financial
year ended 31 March 2024
The Committee considered reports
from management on accounting
policies, current accounting issues and
the key judgements and estimates
in relation to this Annual Report. It
assessed whether suitable accounting
policies had been adopted and the
reasonableness of the judgements
and estimates made by management.
The following sections summarise the
significant judgements and estimates
considered by the Committee in
relation to the Financial Statements
for the year ended 31 March 2024 and
how they were addressed.
Revenue recognition
Revenue is recognised in accordance
with IFRS 15, Revenue from Contracts
with Customers, using principles-
based criteria such that the timing
depends on performance of the
relevant conditions in the customer
contract. Prescriptive rules are
applied to revenue recognition that
are appropriate to both products and
services. Through the application
of IFRS 15's principles, revenue
recognition is less subjective than prior
to its implementation. However, due to
the potential impact of any significant
timing error in revenue recognition,
revenue cut-off remains an area
of audit focus. The Committee has
received no reports of any significant
error in revenue recognition.
UK defined benefit pension scheme
IAS 19 requires the Group to recognise
any difference between the net present
value of the defined benefit pension
scheme’s liabilities and the fair value
of its assets as at 31 March 2024 in
the balance sheet as either a pension
scheme asset or deficit. The Group is
also required to appoint an external
actuary to value its obligations to
members of the defined benefit
pension scheme at each reporting
date. Further, the actuary must
recommend suitable assumptions as
the basis for the valuation. The Group
has appointed the pension scheme‘s
actuary, Aon Hewitt, to perform bi-
annual valuations on its behalf for
accounting purposes.
For the year ended 31 March 2024, Aon
Hewitt recommended assumptions on
a basis that is largely consistent with
those adopted for the prior year end.
The discount rate remained at 4.8%,
which represents a slight decrease from
the rate of 5.5% that was used in respect
of the half-year ended 30 September
2023. Further, inflation assumptions
decreased by 20bps for RPI and
10bps for CPI compared to the prior
year. Actual membership experience
continues to be based on the results of
the latest triennial valuation which was
completed as at 31 March 2021.
The net present value of the scheme’s
liabilities decreased by £1.5m during
the year, with the largest decrease of
£11.0m relating to benefits paid, while
the largest increase in liabilities related
to the notional interest charge of
£10.5m, as the obligations are recorded
at the discounted net present value.
The scheme’s investment manager,
Schroders Solutions, provided a
valuation of the scheme assets in line
with current market practice relating
to the valuation of investment assets,
the methodology for which has not
changed since the prior year.
As disclosed in Note 24 to the Financial
Statements, the actuarial surplus for
the UK scheme has decreased from
£26.4m in the prior year to £16.1m at
31 March 2024. This arises from the
aggregate impact of a small decrease
in scheme liabilities of £1.5m and
a decrease in the scheme’s assets
of£11.8m.
The decrease in scheme assets
arises primarily from negative
investment returns on gilts due to
changes in interest rates, offset by
company interest received of £12.0m,
contributions of £8.5m, less benefits
paid of £11.0m and administrative costs
of £0.5m. As set out in Note 24, it is the
scheme’s actuarial valuation review,
rather than the accounting basis that
determines the level of cash payments.
First Light Imaging acquisition
The Group completed the acquisition
of First Light Imaging SAS ('First
Light') on 9 January 2024 for cash
consideration of €14m with an
additional €3m contingent on the
business meeting certain performance
targets during the first 12 months of
Group ownership.
The performance targets for the earn-
out were intended to be stretching,
but achievable. We cannot yet
confirmwhether those targets will be
achieved but it is considered likely
that the full value of the contingent
consideration will be payable.
Therefore, for the purposes of the
Financial Statements, the purchase
price is assessed at the full amount
of €17m – albeit the fair value of this
is €16.5m due to the timing of the
contingent consideration.
KPMG LLP were appointed to value
First Light to help determine the
allocation of the purchase price to First
Light’s assets. This identified a number
of adjustments to be made at the
acquisition date to reflect the fair value
of the assets and liabilities acquired.
In particular this includes a proposed
fair value adjustment of €13.5m to
intangible assets to account for the
technology and brand purchased.
Per IFRS 3, the Group has a year from
the date of the acquisition to finalise
the purchase price allocation (PPA),
and it is acknowledged and accepted
by the standard that for acquisitions
close to the reporting date it will be
necessary to estimate certain values,
though it is necessary to indicate which
numbers have been estimated. If in
the following 12 months it becomes
necessary to amend any of those
estimates, this should be performed
and disclosed appropriately.
The final draft PPA report from
KPMG was received too close to
the signing date to allow sufficient
review by management and audit by
BDO LLP. As a result, the acquisition
adjustments and closing fair values
have been disclosed in the accounts
as provisional. These will be finalised in
due course and any adjustment posted
in the Financial Statements as at
30 September 2024.
FemtoTools acquisition
The Group has recently negotiated the
purchase of FemtoTools AG, a strategic
acquisition to complement the existing
Materials Analysis portfolio. The
company signed the share-purchase
agreement on 7 June 2024 for an initial
purchase price of CHF 17m with an
aggregate earn-out of CHF 5.5m.
It is expected that the acquisition will
close in late June 2024. At the balance
sheet date, the acquisition has not
been accounted for as no purchase
had been agreed. Given that the sale
and purchase agreement was signed
after the balance sheet date and
prior to signing the Annual Report, the
acquisition has been disclosed as a
post-balance sheet event.
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Provisions for intellectual
property claims
The Group faces potential exposure to
third-party claims in relation to alleged
intellectual property infringement. The
Committee obtains management reports
and analysis on potential claims twice
a year. The Committee has reviewed
the information and explanations
provided by management relating to
the provisions for intellectual property
claims that have been recognised in the
Financial Statements. This also covers
claims for which no provision has been
recognised. The external auditor has
also reported on intellectual property
provisions. As at 31 March 2024, the
value of the provisions recognised
in the Financial Statements for such
claims is £0.6m (2023: £0.6m). Whilst
not significant or material, it remains a
matter of accounting judgement.
The Committee has reviewed the
methodology and calculations used in
quantifying the provisions required and
concluded that it is reasonable and
consistent with the basis used in the prior
year. The Committee recognises that
the final outcome in any specific case is
likely to vary from the amount provided.
When considered in aggregate, the
Committee considers that no adjustment
to the provisions is required.
Provision for inventory
Provision is made for obsolete, slow
moving and defective stock where
there is evidence of impairment,
to reduce the carrying value to its
net realisable value. This requires
consideration of several factors
including but not limited to recent
usage, expected future demand, new
product introduction plans and likely
realisable values to estimate the
excess quantities and net realisable
value. The level of provisioning
requires certain estimates regarding
future demand and possible design
changes to identify excess quantities.
The Committee is satisfied that
the amounts provided represent in
aggregate the Group’s best estimate of
the levels of provisioning required.
Adjusted profit and EPS
The Group applies adjustments to
the statutory definition of profit and
EPS to present adjusted profitability
and earnings, as we consider that
they present a clearer picture of the
financial performance of the Group.
These adjustments are set out at
Note 2 to the Financial Statements.
For the year ended 31 March 2024, the
aggregate sum of the adjustments to
operating profit was £12.0m. The largest
item in value terms was the amortisation
charge relating to capitalised intangible
assets of £9.1m (2023: £9.3m). The
Group recognised a loss of £0.7m (2023:
gain of £3.0m) arising from the mark-
to-market impact of currency hedging
contracts. Settlement of a claim brought
by the Group for intellectual property
infringement generated a gain of £3.3m
(2023: nil). The Group also incurred CEO
dual running costs of £2.0m (2023: nil)
and one-off costs of £1.7m relating to
Plasma Technology’s move to a new
site at Severn Beach (2023: £0.4m) and
transaction-related costs were £1.0m
(2023: nil). Other adjusting charges
included in the year ended 31 March
2024 included charges relating to
the defined benefit scheme of £0.4m
(2023: nil) and litigation costs linked to
intellectual property claims of £0.4m
(2023:£0.5m).
The Committee has reviewed the
nature of the adjustments and the
methodologies used to calculate
them. Based on these enquiries and
explanations provided, the Committee
concluded that adjustments have
been applied consistently. Further,
the Committee is satisfied with the
presentation of these adjusting items in
the 2024 Financial Statements.
Misstatements
Group management has provided
the Committee with reports that they
were not aware of any material or
immaterial misstatements that had
been made with the intent of achieving
a particular presentation in the
Financial Statements. The Committee
also reviewed BDO’s report on
unadjusted audit differences and these
were discussed by the Committee in
June 2024. On the basis of its review
and those discussions, the Committee
concluded that the unadjusted
differences were not material to the
Financial Statements and therefore
no adjustment was required. The
Committee also concluded that the
external auditor had fulfilled its duties
with diligence and with an appropriate
level of professional scepticism.
Viability and Going Concern
Assessment and Statements
The Committee and the Board
reviewed the Viability and Going
Concern Statements as presented in
more detail on pages 79 to 81.
The Committee reviewed the Viability
Assessment, which was based upon
consideration of the Group’s current
financial position and the potential
impact of certain of its principal
risks and uncertainties on future
performance. It performed a review
of the scenario analyses prepared
by management in the Viability
Assessment and concluded that the
Group would be able to continue in
operation and meet its liabilities as they
fall due over the next three years.
In addition, the Committee noted that
there were no material uncertainties
which may cast significant doubt
over the Group’s ability to continue
as a going concern over the period of
at least 12 months from the date of
approval of the Financial Statements
and concluded that it was appropriate
to continue to adopt the going concern
basis of accounting.
Whistleblowing
Employees can report concerns of
non-compliance, ethical issues or
malpractice via an independent and
confidential reporting route. Reports
can be made anonymously if required
and are covered by the Group’s
Whistleblowing Policy which provides
for protected disclosure. The Group
recognises the importance of other
reporting channels such as via line
management and HR. A reporting route
to the Senior Independent Director is
also available. Employees are informed
of the reporting channels through
the Code of Business Conduct and
Ethics. Irrespective of the reporting
channel used, the Group operates a
formal protocol for the independent
investigation of reports which is
overseen by the Chief HR Officer and
Group Compliance.
The Committee performs an annual
review of the Whistleblowing Policy
and receives a summary report into
theoutcome of investigations during
theyear.
It also receives a report from
management on its activities in this
area. The latest report and review
tookplace in January 2024 and all
matters raised in the year-to-date
hadbeen resolved. The Committee
was pleased to note that during the
year, management had completed
a campaign to ensure employee
awareness of the whistleblowing
channels available to them, including
guidance and an online training course.
AUDIT AND RISK COMMITTEE REPORT continued
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Internal control
The Committee oversees the internal
control framework on behalf of the
Board. In June each year, it undertakes
an annual review of the effectiveness
of the internal control environment,
comprising the company’s internal
financial controls systems that identify,
assess, manage and monitor financial
risks, and other internal control and
risk management systems. To support
this review, the Committee liaised with
the Head of Risk, Assurance and Trade
Compliance and considered the internal
and external audit reports presented.
In respect of the financial year ended
31 March 2024 and up to the date of
the approval of this Annual Report, the
Committee concluded that the required
standards had been met and noted that
during the financial year, it had received
no reports in the year about concerns
of possible improprieties in matters of
financial reporting.
Risk management
The key risk management activities
performed by the Group are described
on pages 70 to 78.
The Committee reviews the Group risk
register, which now includes climate
change-related risks and opportunities,
at each meeting and uses these,
supplemented by reports from
management, the external auditor and
other subject matter experts, to assess
the approach taken to identify and
mitigate the risks faced by the Group.
The Committee will continue to carefully
review risk reporting and the associated
risk management activities during the
year ahead, in particular aiming to
develop and enhance its approach to
the consideration of climate-related
risks and opportunities as well as the
broader landscape of emerging risks.
For more information regarding our
approach to risk management see
pages 70 to 78.
Internal audit function
The internal audit function is led by
the Head of Risk, Assurance and Trade
Compliance, who is a regular attendee
at Committee meetings. Its purpose
is to provide assurance regarding
the effectiveness of internal controls
through regular reviews and the
provision of reports to the Committee.
Once finalised, all internal reports are
also shared with the external auditor.
The Head of Risk, Assurance and
Trade Compliance has direct access
to the Chair of the Board and the Chair
of the Committee, to help safeguard
independence from the executive and
accountability to the Committee.
During the year, the internal audit
function was strengthened through
the implementation of a co-sourcing
relationship, whereby an external
service provider has been engaged
to supplement certain of the work
on internal audits focused on
financial controls, with the delivery
of the first two engagements from
this relationship scheduled for later
in the year. They will also provide
support in other areas where specific
subject matter expertise is required
oradvantageous.
Internal audit plan
The annual internal audit plan was
presented to the Committee at its
meeting in January 2024. It comprises
audits which assess the effectiveness
of internal financial controls, to be
performed on a rotational basis
across operational business units
and the principal regional offices.
Complementing this, the programme
also includes risk-based audit areas
which are proposed or recommended
by a combination of the Committee
and management. Following due
consideration, the Committee
approved the proposed annual internal
audit plan.
Effectiveness review
The Committee has a responsibility
to carry out an annual assessment of
the effectiveness of the internal audit
function. As part of its assessment in
respect of the financial year ended 31
March 2024, the Committee liaised
with the Head of Risk, Assurance
and Trade Compliance, reviewed
and assessed the annual internal
audit plan, reviewed the results of the
internal auditor’s work, considered
whether the quality, experience and
expertise of internal audit remains
appropriate for the business and
reviewed the actions taken by
management to implement the
recommendations of internal audit and
to support the effective working of the
internal audit function.
The Chair also held a one-to-one
meeting with the Head of Risk,
Assurance and Trade Compliance in
January 2024 to discuss key risk areas
in advance of the new financial year.
Following due consideration, the
Committee agreed that the internal
audit function had remained effective.
External auditor
The Committee has principal
responsibility for managing the
relationship with the external auditor,
including assessing its performance,
effectiveness and independence and
making recommendations to the Board
regarding its reappointment, removal
and terms of engagement, including
all fees.
BDO LLP ('BDO') was reappointed as
external auditor at the 2023 Annual
General Meeting, having been initially
selected to undertake this role with
effect from the financial year ended 31
March 2021 following a competitive
tender process. In line with the
current requirement to complete a
tender for audit services every ten
years, the Committee intends to
conduct a tender process ahead of
the financial year ended 2031. This
remains subject to the outcome of
the Committee’s annual assessment
of the performance, effectiveness
and independence of the incumbent
external auditor. The Committee
regularly meets with the external
auditor, both with and without the
Executive Directors or members of the
management team present, to discuss
any appropriate matters in a frank and
open manner.
Audit strategy
BDO presented its proposed audit
strategy and plan for the financial
year ended 31 March 2024 to the
Committee. The suggested strategy
had been informed through feedback
from various stakeholders including
the Committee Chair, Chief Financial
Officer and Group Financial Controller.
The proposal included details of the
recommended scope, materiality,
fees and timelines plus the principal
areas of audit risk and the anticipated
approach for addressing such.
Following due consideration, the
Committee approved BDO’s proposed
audit strategy and plan.
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AUDIT AND RISK COMMITTEE REPORT continued
Effectiveness review
The Committee has a responsibility to
review the effectiveness of the audit
process, including an assessment of
the quality of the audit, the handling of
key judgements by the auditor, and the
auditor’s response to questions from
the Committee.
As part of its assessment in respect
of the financial year ended 31 March
2023, the Committee considered
reports from BDO and feedback from
key members of the finance teams
across the Group. The assessment
noted that BDO had demonstrated
strong investigative, analytical
and judgemental competence in
addition to providing a good degree
of challenge to management.
BDO’s increasing familiarity with the
Group and individual business units
had supported the delivery of the
audit at a component level. It was
recognised that there had been a
delay to the completion of the annual
audit as a result of BDO requesting
additional time to finalise its audit
quality control procedures, and that
this had caused the company’s 2023
AGM to be delayed to 19 September
2023 and the payment of the final
dividend to be delayed to 12 October
2023. The Committee noted that
the audit client service received in
this context, particularly regarding
communication, was not considered
sufficient. Subsequent discussions with
BDO had provided confidence that the
same issues would not be encountered
during the audit in respect of the
financial year ended 31 March 2024.
Following due consideration the
Committee agreed that the audit,
particularly its quality, had been
effective. The Committee also noted
the FRC’s Audit Quality Inspection and
Supervision report relating to BDO as
published in July 2023, and confirmed
that it would continue to work with
BDO to ensure that the audit quality
received by the company remained
appropriate.
In line with the Committee’s
structured programme of activities, an
assessment of the effectiveness of the
audit for the financial year ended 31
March 2024 is expected to be carried
out in September 2024.
Independence and objectivity
The Committee should assess on an
annual basis the external auditor’s
independence and objectivity taking
into account relevant law, regulation,
the Ethical Standard and other
professional requirements and the
Group’s relationship with the auditor
as a whole, including any threats to
the auditor’s independence and the
safeguards applied to mitigate those
threats including the provision of any
non-audit services.
To make this assessment, the
Committee obtains confirmation
from the external auditor regarding
whether it considers itself to remain
independent and also satisfies
itself that there are no relationships
between the auditor and the company
(other than in the ordinary course
of business) which could adversely
affect the auditor’s independence and
objectivity. During the financial year,
the Committee made this assessment
in both June 2023 and January 2024,
in addition to again assessing in June
2024. In January 2024 and June 2024,
the Committee was comfortable
that BDO remained independent and
objective. As explained in the Report
and Financial Statements 2023, in
June 2023 the Committee noted that
BDO had identified a breach of the
FRC’s Ethical Standard, through the
provision of services by BDO, Singapore
to Oxford Instruments Private Limited in
2021 and 2022.
Upon identifying this breach, the
provision of such services was
immediately terminated. BDO
completed an investigation to
understand the circumstances of
the breach, with the outcome of this
exercise being that it has enhanced the
applicable processes and procedures
to prevent future breaches of this
nature occurring. In this context and
noting the financially immaterial nature
of the breach, with the prohibited
services incurring under £1,000 in fees,
the Committee remained comfortable
that BDO remained independent
andobjective.
Non-audit services
The Committee oversees the
company’s formal policy regarding
the provision of non-audit services by
the auditor, including prior approval of
non-audit services by the Committee
and specifying the types of non-audit
service to be pre-approved, and
assessment of whether non-audit
services have a direct or material effect
on the audited Financial Statements.
During the financial year, the
Committee approved the provision of
non-audit services by BDO amounting
to £8k which, when considered in
light of the audit fees amounting to
£1,102k, represented a non-audit fee
to audit fee ratio of 1:144 or 0.68% of
the total fees payable to the auditor
and its associates. A further illustration
of this comparison can be seen in the
following table.
Audit and non-audit fees for the financial year ended 31 March 2024
Fees Proportion
Audit fees £1,102k 95%
Audit-related assurance services £50k 4.31%
Non-audit services £8k 0.69%
Total fees payable to the auditor
and its associates £1,160k 100%
See Note 5 of the Financial Statements for further information regarding the
external auditor’s remuneration.
Statement of Compliance with the Competition and Markets Authority
(CMA) Order
The company confirms that it has complied with The Statutory Audit Services for
Large Companies Market Investigation (Mandatory Use of Competitive Processes
and Audit Committee Responsibilities) Order 2014 (Article 7.1), including with
respect to the Audit and Risk Committee’s responsibilities for agreeing the audit
scope and fees and authorising non-audit services.
Reappointment of external auditor
BDO LLP has expressed its willingness to continue as auditor of Oxford
Instruments plc and separate resolutions will be brought to the Oxford Instruments
plc 2024 AGM, proposing BDO LLP’s reappointment as auditor and to authorise
the Board, through the Committee, to negotiate and agree its remuneration.
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SUSTAINABILITY COMMITTEE REPORT
Dear Shareholder,
I am pleased to present the report of
the Sustainability Committee for the
year ended 31 March 2024.
The Committee has continued to
discharge its wide-ranging remit
covering the company’s policies and
performance in the environmental,
social and governance areas.
We have monitored progress towards
achieving our net zero targets and
have welcomed the strengthening
and re-baselining of our data across
Scopes 1, 2 and 3, enabling a more
robust foundation from which to
address our ambitious targets. Based
on this work, the Board has moved to
accelerate our Scope 1 and 2 targets
for 2030 (that is, all those areas which
are under our direct control). Having
previously set targets of a 50% and
70% reduction respectively, we are now
setting the target to reach net zero in
Scopes 1 and 2 by 2030.
Our focus will now shift to refining
the detail of our roadmap to net zero,
developing interim targets for our
Scope 3 emissions (which constitute
the largest element of our total), and
assessing the progress made towards
our goals. For more detail, read our
Sustainability Report on pages 34 to 57.
The Committee welcomed the
structure developed by management
to deliver against the sustainability
agenda across the company, under
the direction of the Sustainability
Leadership Forum which reports to the
Sustainability Committee.
We spent time considering the social
and governance elements of the
company’s sustainability agenda. The
Committee considered in particular the
company’s developing approach and
internal targets and measures relating
to equity, diversity and inclusion.
We were pleased to emphasise
our support for the initiatives being
undertaken to drive change within
the Group, such as the development
and launch of our equity, diversity
and inclusion policy; the publication
of our first ethnicity pay gap reporting
in the UK, and the launch of new
employee impact groups focused on
neurodiversity and women’s issues.
Oxford Instruments remains committed
to being the company where the best
people in our sector want to work, to
developing the next generation of the
workforce, and to training our people
and enabling their career development
and employability. We therefore
welcomed the ongoing activity across
this area, including the expansion of
both the number of participants and
the range of opportunities offered
in our apprenticeship and graduate
programmes; the careers pathway
guidance available; the range of
training provided to managers; and
the piloting of a new Foundations
programme for emerging talent. For
more information, see page 55.
We were also very pleased to note
that MSCI, a leading provider of critical
decision support tools and services for
the global investment community, has
rated our ESG practices as AA, its second
highest rating – citing in particular that
we lead amongst our global peers in
corporate governance practices.
The Committee continued to support
the priority given by management
to further improving our health and
safetyperformance.
Recognising the importance of utilising
remuneration structures to promote
and drive the behaviours and positive
impacts we desire for the Group,
we supported the Remuneration
Committee in devising appropriate
sustainability-related performance
measures. These will be implemented
for the awards made to Executive
Directors during FY24/25. For further
information, see the Directors’
Remuneration Report on pages
120to143.
As part of the Board’s formal
programme of employee engagement
activity, I was pleased to co-host a
session with a group of employees
as part of the full-Board site visit to
our new compound semiconductor
technology site at Severn Beach near
Bristol. The attendees, who spanned a
broad range of roles in the company,
confirmed the strong appetite
among employees for progressing
our sustainability agenda across a
range of initiatives which matter to
them, from fostering a supportive and
inclusive culture to addressing the
design and packaging of our products.
NIGEL SHEINWALD
Chair of the
Sustainability Committee
Committee membership
The current members of
the Committee are:
Nigel Sheinwald (Chair), Neil
Carson, Alison Wood, Mary
Waldner, Reshma Ramachandran
and Hannah Nichols.
Changes to Committee
membership:
Richard Friend stepped down as
a member of the Committee upon
his resignation from the Board
on 28 July 2023 and Hannah
Nichols joined as member of the
Committee upon her appointment
to the Board on 1January 2024.
• For details of attendance at
Committee meetings during the
financial year, see page 98.
• For the biographies of all
Committee members, see
pages 86 to 88.
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Participants welcomed the support in
place for maternity cover and flexible
working, while from an environmental
perspective, there was a constructive
discussion about opportunities to use
more reusable materials.
The Committee noted the appointment
of a new external adviser on
sustainability matters and looks
forward to working with them in the
year ahead.
We are pleased to have published
our integrated Sustainability Report,
which is available on pages 34 to
57 and includes our Task Force on
Climate-related Financial Disclosures
Statement, as set out on pages 40
to 50. The standalone version of the
Sustainability Report will be published
on our website at: www.oxinst.com/
sustainability. We are committed
to building on past progress and
continuing to challenge ourselves
to go further.
I will be available at the AGM to
answer any questions you may have
regarding the work of the Committee.
Should you have any queries in the
meantime, I would be very happy to
hear from you.
NIGEL SHEINWALD
Chair of the Sustainability Committee
10 June 2024
Key responsibilities
The current key responsibilities of the Committee per its terms of reference,
are as follows:
• Review all sustainability-related narrative reporting and external
disclosures, including, but not limited to, those relating to the Greenhouse
Gas Protocol, Streamlined Energy and Carbon Reporting Regulations,
Sustainable Development Goals and the Task Force on Climate-related
Financial Disclosures.
• Determine the guiding principles to be used when setting targets in
relation to the Group’s sustainability goals and implementation plans.
• Regularly review and provide advice on the Group’s ongoing activities and
progress in relation to the three key elements of its sustainability agenda,
broadly comprising environmental, social and governance-related matters,
as follows:
– Environmental: review with management and recommend to the Board
for approval, sustainability-related targets, including environmental
targets and timescales; review the company’s progress towards
decarbonisation of energy use globally; and consider and recommend to
the Board for approval, the methodology to be used for achieving net zero.
– Social: review any relevant externally published policies and statements
and approve targets set in respect of the following areas: equity,
diversity, inclusion and belonging; health, safety and wellbeing;
investing in our people; next-generation talent; and community impact.
– Governance: review any relevant corporate policies and approve
targets set, in respect of the following areas: anti-bribery and anti-
corruption; sanctions, export control and customs; dissemination of
inside information to the market and share dealing; supply chain
responsible sourcing; human rights and modern slavery; intellectual
property and confidentiality; data protection, data privacy and data
security; and financial sustainability and tax transparency.
• Through policy reviews and discussions with management, seek to ensure
that the highest ethical standards and concern for human rights are
embedded in the company across its global operations.
SUSTAINABILITY COMMITTEE REPORT continued
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Committee composition
In line with its terms of reference,
which are available on our website at:
www.oxinst.com/investors-content/
advisers-and-company-secretary, the
Committee comprises a majority of
independent Non-Executive Directors.
Nigel Sheinwald, the Committee
Chair, brings a wealth of skills and
experience, particularly from his time
as Chair of Shell plc’s equivalent
Sustainability Committee.
Meetings
The Sustainability Committee
holds a minimum of three meetings
annually, as required under its terms
of reference, and this year held five
meetings. Standing attendees at
meetings include the Chief Executive
Officer, Chief Financial Officer and Chief
HR Officer. Other members of senior
management may also attend as
required. The Company Secretary is the
secretary to the Committee.
Committee performance
review
During the year, an internal
performance review of the effectiveness
of the Committee was conducted as
part of the wider review of the Board
and the Board Committees. More
information can be found on pages
102 to 103. The review found that
the Committee functions effectively
and that matters are dealt with in a
thoughtful and rigorous manner.
How the Committee spent its
time during the year ended
31 March 2024
The responsibilities of the Committee
are set out in its terms of reference,
which were last reviewed in January
2024 and which are summarised on
page 118. Whilst these responsibilities
guide the operation of the Committee
and shape its agenda, it will also
consider other matters as requested by
the Board and as relevant to its remit.
The key activities and areas of focus
for the Committee during the year are
as set out below.
• Kept up to date with the activities
ongoing to achieve the company’s
net zero targets.
• Supported the Remuneration
Committee to develop appropriate
sustainability-related performance
measures to be implemented for
the awards made to Executive
Directors during FY23/24 and
FY24/25.
• Received updates from the Chief
Executive Officer and management
regarding climate-change
relatedmatters.
• Received an insightful presentation
from the sustainability lead at a
comparable, adjacent company
regarding its sustainability agenda,
including progress to date and the
company’s future priorities.
• Via papers and attendance of
selected members at Committee
meetings, maintained oversight
of the activities of the internal
Sustainability Leadership Forum,
which leads on delivery of the
company’s sustainability agenda
on a day-to-day basis within
theorganisation.
• Considered the annual review of
social matters forming part of the
company’s sustainability agenda.
Noted the maturing approach and
internal targets and measures
relating to equity, diversity and
inclusion, amongst other things.
Emphasised its support for the
ongoing social initiatives being
undertaken and developed to drive
change and enhance the culture
within the Group.
• Noted the annual review of
progress in line with the company’s
sustainability governance agenda,
remaining mindful of developments
to either the internal approach or
the external landscape impacting
the key aspects of this pillar of the
sustainability agenda.
• Considered and endorsed updates
to the company’s environmental
policy.
• Agreed that suitable external
attendees should continue to be
invited to present on relevant topics
at future meetings, to help ensure
that the Committee keeps up to
date with the wider sustainability
landscape so that its work and
decisions can be delivered on an
informed basis.
• Post year end, reviewed and
recommended to the Board for
approval, the sustainability-related
narrative reporting and external
disclosures, including our integrated
Sustainability Report, which is
available on pages 34 to 57 and
includes our Task Force on Climate-
related Financial Disclosures
Statement, as set out on pages
40 to 50 and our standalone
Sustainability Report which will be
published on our website at:
www.oxinst.com/sustainability.
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REMUNERATION COMMITTEE REPORT
Dear Shareholder,
I am pleased to introduce the Directors’
Remuneration Report for the year
ended 31 March 2024. The report is
presented in three sections:
• My annual statement as Chair,
summarising the work of the
Committee during the year.
• The Directors’ Remuneration Policy
(‘Policy’), which was approved at the
2023 AGM.
• The Annual Report on
Remuneration, detailing the
remuneration outcomes for the
year ended 31 March 2024 and the
implementation of the Policy for the
year ahead.
Wider employee
remuneration
In what has continued to be a busy
year on executive remuneration
matters, the Committee has been keen
to ensure that our wider workforce
has continued to receive careful
consideration in the wider market
and economic contexts. We were
pleased to note that base salaries for
UK employees would increase 3.8%
on average this year, and that the
company pays above minimum wage
across the world and above the living
wage in the UK. We also aim to provide
benefits which are above the statutory
minimums, where appropriate.
The structure of bonus plans
throughout the organisation is aligned
to incentivise the behaviours which
deliver value, both financial and non-
financial, to shareholders and our
keystakeholders.
More generally, to ensure that our
workforce is appropriately balanced
in relation to gender, ethnicity,
neurodiversity, disability and other
factors, there are processes in place
to address unconscious diversity and
inclusion biases during recruitment,
including the use of balanced
shortlists, and in decisions about
career progression and remuneration.
In May 2024 I was delighted to
host a session with a number of
colleagues from HR roles across the
Group, focusing on the alignment of
executive remuneration with our wider
remuneration structures.
Operation of the Remuneration
Policy in 2023/24
Performance for the year ended
31 March 2024 was good, with the
company’s business model and
strategy continuing to drive robust
revenue growth, positive book-to-bill
and a healthy orders pipeline, and
good progress made against strategic
initiatives.
The outcome for the 2023/2024
annual bonus scheme was calculated
based on a combination of profit
before tax, cash conversion, operating
profit margin and non-financial
strategic targets.
The profit element achieved full
payout, but operating profit margin
and cash conversion did not achieve
the stretching target range. This
results in a payout relating to the
financial elements of the scheme,
of 75% of salary for both the Chief
Financial Officer (CFO) and the former
Chief Executive Officer (CEO), out of a
maximum of 150% of salary. The non-
financial strategic targets were based
on specific operational improvements,
implementation of new business
systems and progress in line with the
company’s sustainability agenda.
Having considered each element
carefully, we determined achievement
of 15% out of 25% of base salary
opportunity for the former CEO and the
CFO. The overall bonus achieved was
therefore 90% of salary for the CFO
and former CEO (prior to pro-rating for
the former CEO, based on his period
of active service during the year). One-
third of the annual bonus will be paid
in shares, which must be retained for
three years.
Letter from the Chair of the
Remuneration Committee
ALISON WOOD
Chair of the Remuneration
Committee
Committee membership
The current members of
the Committee are:
Alison Wood (Chair), Neil Carson,
Mary Waldner, Nigel Sheinwald,
Reshma Ramachandran and
Hannah Nichols.
Changes to Committee
membership:
Richard Friend stepped down as
a member of the Committee upon
his stepping down from the Board
on 28 July 2023 and Hannah
Nichols joined as member of the
Committee upon her appointment
to the Board on 1January 2024.
• For details of attendance at
Committee meetings during the
financial year, see page 98.
• For the biographies of all
Committee members, see
pages 86 to 88.
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Awards granted in 2021 under the
Performance Share Plan (PSP) were
based on two equally weighted
performance measures. Earnings Per
Share (EPS) was assessed over the
three years to 31 March 2024 and
achieved a performance level at 95%
of maximum, with compound EPS
growth of 11.5% per annum. In the final
year of the performance period Return
on average Capital Employed (ROCE)
was 30.5% and therefore achieved a
performance level of 100%. As a result
of this strong performance, the 2021
PSP grant will vest at 97.5% overall. A
two-year holding period applies to the
vested award.
Whilst not a performance measure
for the 2021 PSP award, we were
pleased to note that the company’s
Total Shareholder Return (TSR) over the
three-year PSP performance period
was +15.9%, compared to the FTSE 250
Index at -7.4%.
Given the company’s good
performance during 2023/24 and over
the three-year performance period,
there has been a robust link between
reward and performance, as well as
alignment with investor returns. We are
satisfied that the Policy has operated
as intended and the remuneration
outcomes are appropriate, considering
the relativities between outcomes for
employees and Executive Directors, and
the wider stakeholder experience as set
out above. We therefore concluded that
it would not be necessary to exercise
discretion to adjust the 2023/24
incentive outcomes.
Chief Executive Officer
succession
Richard Tyson succeeded Ian Barkshire
as CEO with effect from 1 October
2023. Details of their remuneration
arrangements were provided in the
Report and Financial Statements 2023
and further information can also be
found in this report.
As he joined part-way through the year,
a strategic element for his 2023/2024
annual bonus scheme award was not
included for Richard as incoming CEO
and instead the other measures were
adjusted proportionately.
The payout relating to the financial
elements of the scheme, will be 90%
of salary (prior to pro-rating for the
proportion of the year served in his
role). One third of the annual bonus
will be paid in shares, which must be
retained for three years.
Operation of the Remuneration
Policy in 2024/25
We carefully reviewed the
recommendations and supporting
benchmark data regarding base
salary increases for employees. In that
context we determined that the base
salary for the new CEO and the CFO
will increase by 3% from £570,000
to £587,100 and from £400,000 to
£412,000 respectively, being, below
the average UK workforce increase
of3.8%.
The annual bonus opportunity for
2024/25 will remain at 150% of
salary and performance measures
will continue to be based on profit
growth (50%), cash conversion (16.7%),
operating profit margin (16.7%) and
non-financial strategic objectives
(16.7%). One-third of any bonus payable
will be delivered in shares which must
be retained for three years.
Awards under the Long-Term Incentive
Plan (LTIP) will be at 200% of salary for
the CEO and 175% of salary for the CFO.
Last year, as part of the Committee’s
work to review the Policy, we made
significant changes to the performance
measures for LTIP award. This year,
we will retain the same broad mix
of measures to provide a rounded
overall assessment of performance.
The measures for the 2024 grant will
therefore be EPS (30%), ROCE (30%),
TSR (25%) and two sustainability-
related measures (15%).
The EPS measure will require
compound annual growth of between
2% and 8% over three years and the
ROCE measure will be based on a
target range of 26%-30%. TSR will be
measured relative to the companies
comprising the FTSE 250 Index,
requiring median performance for
threshold vesting and upper quartile
performance for maximum vesting.
The target range for the EPS growth
measure has reduced slightly from the
ranges applying to prior years’ awards.
This recognises the relatively high
2023/24 profit baseline from where the
growth is measured over the next three
years. It also takes into account higher
corporation tax which means that EPS
growth is forecast to be materially
flatter than PBT. Finally, this takes into
account the more challenging market
conditions that we anticipate. Similarly,
the target range for the ROCE measure
has also been reduced slightly, albeit
the Committee recognises that it is still
sector leading. We are satisfied that
these target ranges are appropriately
stretching in light of both the business
plan and market outlook, as well as
the grant levels under the Policy and
anticipate that we should be able to
revert to target ranges more in line with
historic norms from next year.
The sustainability targets are
aligned to our long-term strategy
and will require (i) a continued
significant reduction in our Scope
1 and Scope 2 emissions by way of
completing at least two of our site
heating infrastructure projects and
(ii) achievement of improvements
in female representation in
leadershippositions.
Non-Executive Directors’
(NED) fees
The fees of the Chair and NEDs will
increase by 3%. This is consistent
with the base salary increase for
the Executive Directors and is below
the average increase across our
UKworkforce.
Conclusion
We hope that you will be supportive
of the annual advisory vote to approve
the Annual Report on Remuneration at
our AGM on 25 July 2024.
ALISON WOOD
Chair of the Remuneration
Committee
10 June 2024
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Key responsibilities
The Remuneration Committee (the ‘Committee’) is responsible for recommending to the Board the remuneration
packages for Executive Directors and has oversight of the pay, bonus and share incentive strategy for the Group’s
executive management. The Chair and the Executive Directors are responsible for determining the remuneration of the
Non-Executive Directors, and the Remuneration Committee, in the absence of the Chair, is responsible for determining
the remuneration of the Chair. The key responsibilities of the Committee include:
• determining the Remuneration Policy for the Executive Directors and senior leadership;
• considering and determining the components and total remuneration packages for the Executive Directors;
• determining the Policy for pension arrangements, service agreements, recruitment terms and termination payments
for Executive Directors;
• designing effective performance-related incentive plans aligned, for Executive Directors and senior leaders, to the
business strategy and the wider workforce;
• approving the structure and targets for all performance-related remuneration plans for executives as well as the
overall payments made under such plans; and
• reviewing and noting Remuneration Policy and trends across the Group and considering the Executive Directors’
remuneration within this context.
Committee composition
In line with its terms of reference,
which are available on our website at:
www.oxinst.com/investors-content/
advisers-and-company-secretary the
Committee comprises a majority of
independent Non-Executive Directors.
Alison Wood has held the role of Chair
of the Committee since 26January
2021 and has significant prior
remuneration committee experience,
in particular, chairing remuneration
committees at other listed companies,
and is sufficiently experienced to
undertake this role in line with Provision
32 of the UK Corporate Governance
Code 2024.
Meetings
The Remuneration Committee holds a
minimum of two meetings annually, as
required under its terms of reference,
and this year held seven meetings.
Standing attendees at meetings may
include the Chief Executive Officer,
Chief Financial Officer and Chief HR
Officer. Other members of senior
management may also attend as
required. The Company Secretary is
the secretary to the Committee.
Committee performance
review
During the year, an internal
performance review of the
effectiveness of the Committee
was conducted as part of the wider
review of the Board and the Board
Committees. More information can
be found on pages 102 to 103. The
review found that the Committee
functions effectively and that matters
are dealt with in a thoughtful and
rigorousmanner.
Committee advisers
Korn Ferry was the Committee’s
independent remuneration consultant
during the year and continues with
this appointment in 2024/25. Korn
Ferry is appointed by the Committee
to provide advice on all aspects of
executive remuneration as required
by the Committee.
Korn Ferry is a signatory to the
Remuneration Consultants’ Code of
Conduct and has confirmed to the
Committee that it adheres to the
Code. During the year, Korn Ferry had
discussions with the Committee Chair
on remuneration matters relevant
to the company and on how best its
team can work with the Committee
to meet the company’s needs. The
Committee is satisfied that the advice
it received from Korn Ferry for the year
ended 31 March 2024 was objective
andindependent.
Fees are charged predominantly on a
time spent basis. The total fees paid to
Korn Ferry for the advice provided to
the Committee during the year were
£95,591 (excluding VAT).
REMUNERATION COMMITTEE REPORT continued
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Remuneration at a glance
The Committee sets stretching performance targets for the annual bonus and performance share plan, that are
clearly linked to the strategy and financial performance of the Group. The outcomes in respect of the financial year ended 31
March 2024 are as set out below.
DIRECTORS’ REMUNERATION REPORT
Adjusted PBT
Threshold: £82.4m
Target: £84.4m
Max: £86.4m
Actual
£86.6m
Adjusted operating
profit margin
Threshold: 18.0%
Target: 18.2%
Max: 18.3%
Actual
17.1%
Strategic objectives
Targets based on a range of
objectives linked to operational
effectiveness, business systems
and our sustainability agenda.
Cash conversion
Threshold: 82%
Target: 85%
Max: 92%
Actual
64%
Earnings per share
growth (% CAGR pa)
Threshold: 4% pa CAGR
Max: 12% pa CAGR
Actual (CAGR over
3 years to 31March 2024)
11.5%
Return on capital employed
Threshold: 24%
Max: 30%
Actual 2023/24
30.5%
Annual bonus LTIP
Executive Directors’ remuneration at a glance
Total remuneration payable for 2023/24
Base salary
£’000
Benefits
£’000
Pension
£’000
Annual bonus
£’000
LTIP
£’000
Other
£’000
Total
£’000
Richard Tyson
1
285 13 15 256 N/A 823 1,392
Ian Barkshire
1
269 27 26 246 646 5 1,219
Gavin Hill 395 24 32 360 503 0 1,314
1. On 1 October 2023, Richard Tyson succeeded Ian Barkshire as Chief Executive Officer.
For details see / page 135 For details see / pages 133 and 134
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DIRECTORS’ REMUNERATION REPORT continued
Directors’ Remuneration Policy (A)
This part of the Directors’ Remuneration Report sets out the Group’s Remuneration Policy (‘Policy’) for its Directors.
The Policy was subject to a binding shareholder vote at our AGM on 19 September 2023 and the Policy, unless changed
with shareholders’ prior agreement, will continue until the 2026 AGM. The complete approved Policy can be found in the
Directors’ Remuneration Report in the Report and Financial Statements 2023, which is available on our website at
www.oxinst.com/investors-content/financial-reports-and-presentations
Policy overview
The Policy promotes the delivery of the Group’s strategy and seeks to align the interests of Directors, shareholders and
other stakeholders. The Committee regularly reviews the link between its incentive structures and strategy to ensure that
remuneration packages are appropriate to attract, motivate and retain the high calibre executives that are needed to deliver
the Group’s strategy.
The company seeks to reward executives fairly and responsibly based on Group performance and their individual
contribution. The company has a strategy aimed at delivering significant, balanced and sustainable long-term growth and
itis important for motivation and retention that the remuneration of the executives reflects this.
The Committee carefully considers the motivational effects of the incentive structure in order to ensure that it is effective
and does not have an unintentional negative impact on matters such as governance, environmental or social issues. More
generally, the Committee ensures that the overall Policy does not encourage inappropriate risk-taking.
The Committee’s approach to determining, reviewing and implementing the new Policy
The Committee considered the following factors described below when determining the new Policy. For details of how we
willimplement the Policy for 2024/25, see pages 142 to 143.
Principle Committee approach
Clarity – remuneration
arrangements should be
transparent and promote effective
engagement with shareholders
and the workforce.
• The metrics used in our annual bonus have a direct link to our company KPIs,
which are familiar to our shareholders and the workforce.
• Performance Shares are linked to our long-term business strategy, familiar to our
shareholders and the workforce.
• The Remuneration Committee consults with shareholders to explain and clearly
set out any proposed changes to the Policy and is committed to having an open
and constructive dialogue with shareholders.
Simplicity – remuneration
structures should avoid complexity
and their rationale and operation
should be easy to understand.
• Our Remuneration Policy is in line with market norms.
• The application of the Policy is described clearly each year in this report with a
clear link between reward and performance.
Risk – remuneration arrangements
should ensure reputational and
other risks from excessive rewards,
and behavioural risks that can arise
from target-based incentive plans,
are identified and mitigated.
• The Committee has ensured that risks are identified and mitigated by:
– having discretion to override the formulaic outturn of incentives; and
– having robust clawback and malus provisions.
• Performance Shares (with holding periods), annual bonus deferral in shares,
together with share ownership requirements, including post-employment share
ownership requirements, ensure executives are not encouraged to make short-
term decisions but to deliver sustainable shareholder returns over the long term for
the benefit of all stakeholders.
Predictability – the range of
possible values of rewards to
individual Directors and any other
limits or discretions should be
identified and explained at the time
of approving the Policy.
• The scenario chart on page 129 sets out the potential rewards available to the
Executive Directors under three different performance scenarios.
• Limits to incentive plans and the basis for the Committee to use discretion are
clearly set out.
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Principle Committee approach
Proportionality – the link between
individual awards, the delivery
of strategy and the long-term
performance of the company
should be clear. Outcomes should
not reward poor performance.
• Variable pay comprises the majority of the Executive Directors’ packages, with the
individual limits and payout for different levels of performance set out in the Policy
and the scenario charts within this Directors’ Remuneration Report.
• The performance conditions are aligned to strategy and the targets are set to be
stretching to reward for delivering above-market returns.
• The Committee retains discretion to override the formulaic outturns of incentives if
the payout does not reflect broader company performance and other factors.
Alignment to culture – incentive
schemes should drive behaviours
consistent with company purpose,
values and strategy.
• The alignment of metrics to the medium and long-term strategy ensures
behaviours consistent with the company’s purpose and values are being
encouraged.
• Clawback and malus provisions discourage behaviours that are not consistent with
the company’s purpose, values and strategy.
• The Committee reviews the wider workforce pay and policies to ensure there is
alignment with the Executive Directors’ Remuneration Policy and that remuneration
is designed to support the company’s people-centric culture. There is a broadly
consistent implementation of the Policy throughout the senior management team.
Consideration of shareholder views
The Committee considers feedback from shareholders received at each AGM, together with any feedback from additional
meetings, as part of any review of Executive Director remuneration. In addition, the Committee engages proactively with
shareholders and their proxy advisers where any material changes to the Policy are proposed. As part of the Policy review
during FY23, the Committee wrote to 20 of our largest shareholders and the major shareholder representative bodies to
consult on the proposed Policy and its operation going forward. Shareholders were invited to provide any feedback they had
and were offered the opportunity to discuss the proposals with the Committee Chair.
Remuneration Policy
Element of pay: Base salary
Purpose and link to strategy Operation Maximum opportunity
• To provide a competitive and
appropriate level of basic fixed
pay to recruit and retain superior
talent and avoid excessive
risk-taking that might otherwise
result from an over-reliance on
variable remuneration.
• Reflects the experience,
performance and responsibilities
of the individual.
• Normally reviewed annually with any
increase usually effective 1 July.
• Takes account of experience, performance
and responsibilities as well as the
performance of the company, the complexity
of the role within the Group and salary
increases for employees generally.
• Set with regard to market data for
comparable positions in similar companies
in terms of size, internationality, business
model, structure and complexity, including
within the industry.
• Pay rises typically aligned with or below that
of the workforce.
• There is no minimum or
maximum annual increase.
• Higher increases than the
average percentage for the
workforce may be appropriate;
for example, where an
individual changes role or their
responsibilities increase, where
the complexity of the Group
changes, where an individual
is materially below market
comparators or is appointed on
a below-market salary with the
expectation that his/her salary
will increase with experience and
performance.
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Directors’ Remuneration Policy (A) continued
DIRECTORS’ REMUNERATION REPORT continued
Element of pay: Benefits
Purpose and link to strategy Operation Maximum opportunity
• Provided on a
market-competitive basis, aids
retention and follows the reward
structure for all employees.
• Currently include, but are not limited to,
the cost of:
– life assurance;
– private medical insurance;
– company car benefit (car, driver, car
allowance, fuel); and/or
– overnight hotel accommodation where
necessary to enable the executive to carry
out his duties efficiently at the Head Office
and other company sites.
• Executive Directors are also eligible to
receive long service awards in line with other
employees.
• The benefits provided may be subject
to amendment from time to time by the
Committee within this Policy.
• Relocation costs and other incidental
expenses may be provided as necessary
and reasonable.
• Benefits are not part of pensionable
earnings.
• The value of benefits varies from
year to year depending on the
cost to the company and is not
subject to a specific cap.
• Benefit costs are monitored and
controlled and represent a small
element of total remuneration
costs.
Element of pay: Pension
Purpose and link to strategy Operation Maximum opportunity
• To contribute towards the cost of
living in retirement.
• Company contributions to a money purchase
pension scheme and/or salary supplement.
• Pension contributions (or salary
supplement in lieu) are aligned
to the maximum employer
contribution applying to the
majority of the UK workforce,
currently 6% of salary.
Element of pay: Annual bonus
Purpose and link to strategy Operation Maximum opportunity
• Drives and rewards the
successful achievement of
targets set at the start of the
year with performance normally
assessed over a one-year period.
• Performance targets based on the key
performance indicators and strategic
objectives of the business.
• At least 70% of the bonus is based on
financial metrics and the balance on
non-financial/strategic metrics.
• One-third of any bonus earned will be paid
in shares, which are beneficially owned and
which must be held by the Executive Director
for at least three years.
• The Committee may use discretion to
override the result of any formula-driven
bonus payment.
• Clawback and malus provisions apply for
misstatement, error, misconduct, corporate
failure or reputational damage, or in other
circumstances at the discretion of the
Committee.
• Up to 15% of salary payable for
achieving threshold performance.
• 75% of salary at year end
payable at target performance.
• 150% of salary at year end
payable for maximum
performance.
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Element of pay: Long-Term Incentive Plan (LTIP)
Purpose and link to strategy Operation Maximum opportunity
• To incentivise the executives
and reward them for meeting
stretching long-term targets
linked to the business strategy.
• To align the Directors’ interests
with those of shareholders.
• Facilitates share ownership to
provide further alignment with
shareholders.
• Annual awards of Performance Shares
with vesting subject to achievement of
performance targets. Both the vesting and
performance period will normally be over a
three-year period.
• Awards structured as options may have
a zero exercise price or an exercise
price equivalent to the par value of an
ordinaryshare.
• Awards may be granted in conjunction with
a tax-advantaged option granted under
the applicable schedule to the LTIP (a
Linked Option). This arrangement gives the
participant and Group the opportunity to
benefit from the tax treatment applicable to
tax advantaged options without increasing
the pre-tax value of the award delivered to
the participant.
• The Committee will set targets each year
linked to the long-term business strategy
and may be based on financial performance,
a stock market-based metric and non-
financial performance.
• Up to 25% of the awards will vest at
threshold performance under each
performance condition.
• Vested awards must be held for a further
two years before sale of the shares (other
than to pay tax).
• The Committee may use discretion
to override the result of any formula-
drivenpayment.
• Clawback and malus may be applied for
misstatement, error, misconduct, corporate
failure or reputational damage, or in
other circumstances at the discretion of
theCommittee.
• The maximum award limit is
200% of salary.
• If an LTIP award is granted as a
Linked Option, the shares subject
to the tax-advantaged option to
which it is linked will not count
towards the award limit.
• In a recruitment situation the limit
may be exceeded to facilitate
a buy-out award (see further
details in the ‘Recruitment and
promotion policy for Executive
Directors’ section on page 130).
• Dividend equivalents may accrue
on the LTIP awards over the
vesting and holding period and
would normally be paid out as
shares in respect of the number
of shares that have vested.
Element of pay: All-employee share schemes
Purpose and link to strategy Operation Maximum opportunity
• To encourage employee share
participation.
• The company may from time to time
operate tax-approved share schemes (such
as the HMRC-approved Share Incentive
Plan (SIP)) for which Executive Directors
could be eligible.
• The SIP is open to all UK permanent staff.
• The schemes are subject to the
limits set by tax authorities.
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Directors’ Remuneration Policy (A) continued
DIRECTORS’ REMUNERATION REPORT continued
Element of pay: Shareholding guideline
Purpose and link to strategy Operation Maximum opportunity
• To further align Executive
Directors’ interests with
shareholders’.
• The Committee has established
shareholding guidelines which encourage
the Executive Directors to build and retain
a holding of company shares equivalent to
200% of base salary.
• Until the guideline is met, Executive
Directors are expected to retain or acquire
shares equivalent to the value of 50% of the
net amount realised from exercise/vesting
of share awards as appropriate after
allowing for tax payable.
• Post cessation of employment there will
be a requirement to retain the lower of the
level of shareholding at that time, or 200%
of base salary, for two years (unless by
genuine exception e.g. serious ill health). At
the Committee’s discretion, shares which
have been purchased voluntarily may be
excluded, so as not to discourage further
self-purchases.
• Not applicable.
Element of pay: Non-Executive Director (NED) fees
Purpose and link to strategy Operation Maximum opportunity
• To remunerate the Chair and
NEDs. The fees may be in the
form of cash or shares.
• Normally reviewed annually.
• Determined and reviewed taking into
account time commitment, experience,
knowledge and responsibilities of the role
as well as market data for similar roles in
other companies of a similar size and/or
business to Oxford Instruments.
• NEDs based outside the UK may receive
additional fees taking into account
additional travel and time commitment
associated with their role.
• Out-of-pocket expenses including travel
may be reimbursed by the company in
accordance with the company’s expenses
policy including tax thereon grossed up as
appropriate.
• There is no prescribed maximum
or maximum annual increase.
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£3,277k
£2,160k
£3,277k £2,690k
£1,799k
Remuneration scenarios
100% 38%
27%
35%
23%
33%
44%
£1,663k
£635k
£460k
£1,130k
100% 41%
27%
32%
26%
34%
40%
Discretion retained by the Committee in operating its incentive plans
The Committee may adjust the formula-driven outturn for an annual bonus or LTIP performance condition if it considers
the quantum to be inappropriate in light of wider company performance or overall shareholder experience. Any such
use of discretion would be detailed in the Annual Report on Remuneration (Part B) and in the Annual Statement of the
CommitteeChair.
The Committee operates the Group’s incentive plans according to their respective rules and in accordance with HMRC rules,
where relevant. To ensure the efficient administration of these plans, it may apply certain operational discretions, including:
• selecting the participants in the plans;
• determining the timing of grants and/or payments;
• determining the quantum of grants and/or payments;
• determining the extent of vesting based on the assessment of performance;
• determining ‘good leaver’ status and, where relevant, the extent of vesting in the case of the share-based plans;
• where relevant, determining the extent of vesting in the case of share-based plans in the event of a change of control;
• making the appropriate adjustments required in certain circumstances (e.g. rights issues, corporate restructuring events,
variation of capital and special dividends); and
• the annual review of weighting of performance measures and setting targets for the annual bonus plan and discretionary
share plans from year to year.
The Committee may adjust the targets and/or set different measures and alter weightings for existing annual bonus plans
and share-based awards only if an event occurs which causes the Committee to reasonably consider that the performance
conditions would not without alteration achieve their original purpose and the varied conditions are no less difficult to satisfy
than the original conditions. Any changes, and the rationale for those changes, will be set out clearly in the Annual Report on
Remuneration in respect of the year in which they are made.
Legacy arrangements
In approving this Directors’ Remuneration Policy, authority is given to the company to honour any commitments entered
into with current or former Directors (such as the payment of a pension or the vesting or exercise of past share awards) that
have been disclosed to and approved by shareholders in previous remuneration reports. Details of any payments to former
Directors will be set out in the Annual Report on Remuneration as they arise.
Remuneration scenarios for Executive Directors
The charts below show the level of remuneration potentially payable to Executive Directors under different performance
scenarios for FY24/25 (see page 130 for assumptions).
Below target Below targetTarget TargetMaximum Maximum
CEO CFO
£3,500k
£3,000k
£2,500k
£2,000k
£1,500k
£1,000k
£500k
£0
Fixed Pay Annual Bonus LTIP LTIP with 50% Share price growth
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Directors’ Remuneration Policy (A) continued
DIRECTORS’ REMUNERATION REPORT continued
Assumptions for charts on page 129:
• Fixed pay comprises salary levels as at 1 July 2024, pension of 6% of salary and the value of benefits received in 2023/24.
• The on-target level of bonus is 75% of salary.
• The on-target level of vesting under the LTIP is taken to be 50% of the face value of the award at grant, i.e. 100% of salary
for the CEO and 87.5% of salary for the CFO.
• The maximum level of bonus is 150% of salary and the maximum LTIP award level is 200% of salary for the CEO and 175%
of salary for the CFO.
• To show the impact of potential share price growth on the value of an Executive Director’s package, the impact of share
price growth of 50% on the LTIP is used.
Recruitment and promotion policy for Executive Directors
In setting total remuneration levels and in considering quantum for each element of the package for a new Executive
Director, the Committee takes into account the skills and experience of the individual, the market rate for a candidate of that
experience and the importance of securing the relevant individual.
The company seeks to align the remuneration package with the Policy approved by shareholders. Salary is provided at such
a level as required to secure the most appropriate candidate. For new appointments, base salary and total remuneration may
be set initially at below normal market rates on the basis that it may be increased once expertise and performance has been
proven and sustained.
Specific variable remuneration performance targets can be introduced for an individual where necessary for the first year of
appointment if it is appropriate to do so to reflect the individual’s responsibilities and the point in the year in which he or she
joined the Board.
Flexibility is retained to offer additional cash and/or share-based payments on appointment in respect of deferred
remuneration or benefit arrangements forfeited on leaving a previous employer (ie a buy-out award). The Committee would
look to replicate the arrangements being forfeited as closely as possible and, in doing so, will take account of relevant factors
including the nature of the remuneration forfeited, performance conditions, attributed expected value and the time over which
they would have vested or been paid. Such awards may be made under the terms of the LTIP (which, when combined with a
normal annual LTIP award, may exceed the ‘normal’ 200% of salary limit per annum) or as permitted under the Listing Rules.
For an internal appointment, any variable pay element awarded in respect of the prior role may be allowed to continue to
pay out according to its terms, adjusted as relevant to take into account the appointment. In addition, any other ongoing
remuneration obligations existing prior to appointment may continue.
For external and internal appointments, the Committee may agree that the company will meet certain relocation, legal and
any other incidental expenses as appropriate.
Executive Directors’ service contracts and policy on cessation of employment
Details of the service contracts of the Executive Directors, available for inspection at the company’s registered office and at
the company’s AGM, are as follows:
Contract date Unexpired term of contract
Richard Tyson 1 October 2023 12-month rolling contract
Gavin Hill 9 May 2016 12-month rolling contract
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Details of contractual terms and the policy on cessation of employment are summarised in the table below. Payments to
departing Directors can only be made in line with this shareholder-approved Policy:
Contractual provision Detailed terms
Notice period 12 months by the company or by the Director.
Termination payment A Director’s service contract may be terminated without notice and without any further
paymentor compensation, except for sums accrued up to the date of termination, in the
eventof gross misconduct.
For termination in other circumstances, the company has a right to pay salary in lieu of the
notice period (or part thereof) if it so determines.
In addition, any statutory entitlements in connection with the termination would be paid
as necessary, and, at the Committee’s discretion if deemed necessary and appropriate,
outplacement, legal fees and settlement of claims or potential compensation claims.
Remuneration
entitlements
Pro-rata bonus may also become payable for the period of active service based on the
satisfaction of performance conditions and payable at the normal time, along with vesting for
outstanding share awards or deferred bonus shares (in certain circumstances – see below).
Change of control No Executive Director’s contract contains additional provisions in respect of a change of control.
Any applicable share plan rules address the treatment of unpaid and unvested awards.
Any share-based entitlements granted to an Executive Director under the company’s share plans will be determined based
on the relevant plan rules. The default treatment for existing awards is that any unvested awards lapse on cessation of
employment. However, in certain prescribed circumstances, such as death, injury, ill health, disability, retirement or other
circumstances at the discretion of the Committee, ‘good leaver’ status may be applied. Under the LTIP (and PSP), awards to
good leavers will vest on the normal vesting date, subject to the satisfaction of the relevant performance conditions at that
time and will normally be scaled back to reflect the proportion of the original vesting period or performance period actually
served. In the event of a good leaver there would be no early release from a post-vest holding period (again, unless by
genuine exception, for example, serious ill health). The Committee has discretion in exceptional circumstances to disapply
time pro-rating, to measure performance to, and vest awards at, the date of cessation. Vesting at cessation would be the
default position where a participant dies. Deferred bonus shares are beneficially owned by the executive from the time of
thebonus payment, so are not at risk of forfeiture (other than in relation to clawback).
Non-Executive Directors
For the appointment of a new Chair or Non-Executive Director, the fee arrangements would be in accordance with the
approved Remuneration Policy in place at the time.
Non-Executive Directors are appointed under letters of appointment for fixed terms of three years; however, in line with
governance best practice, the company proposes all Directors for annual re-election by shareholders at the AGM. Their
appointment can be terminated without notice and with no compensation payable on termination, other than accrued fees
and expenses.
Date of appointment Notice period Unexpired term
Neil Carson 1 December 2018 Rolling six months 2024 AGM
Mary Waldner 4 February 2016 None 2024 AGM
Alison Wood 8 September 2020 None 2026 AGM
Sir Nigel Sheinwald 22 September 2021 None 2024 AGM
Reshma Ramachandran 1 September 2022 None 2025 AGM
Hannah Nichols 1 January 2024 None 2026 AGM
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Annual Report on Remuneration (B)
DIRECTORS’ REMUNERATION REPORT continued
The financial information in this part of the report has been audited where indicated.
Directors’ remuneration (audited)
The remuneration paid to the Directors during the year under review and the previous year is summarised in the tables below:
Executive Director
Salary
£’000
Benefits
1
£’000
Pension
2
£’000
Annual
bonus
3
£’000
Long-term
incentive
awards
4
£’000
Other
5
£’000
Total fixed
£’000
Total
variable
£’000
Total
£’000
Richard Tyson
6
2024 285 13 15 256 N/A 823 313 1,079 1,392
2023 – – – – – – – – –
Ian Barkshire
7
2024 269 27 26 246 646 5 327 892 1,219
2023 523 84 58 534 936 0 665 1,470 2,135
Gavin Hill
2024 395 24 32 360 503 0 451 863 1,314
2023 376 27 47 395 731 0 450 1,126 1,576
Total
2024 949 64 73 862 1,149 828 1,091 2,834 3,925
2023 898 111 105 929 1,667 1 1,115 2,596 3,711
1. Benefits comprise provision of a car or car allowance, health insurance, life assurance, overnight hotel accommodation where necessary to
carry out duties at the Head Office of the company. For Ian Barkshire this also includes provision of a driver to allow him to make best use of his
commuting time, which accounted for £23,086 up to 1 October 2023, when he stepped down as Chief Executive Officer, and £30,782 for the year to
1 December 2023 when he ceased to be in active service (2023: £70,716) of the total benefits for Ian Barkshire.
2. Each Executive Director is entitled to receive a contribution to a money purchase pension scheme for a fixed value, which up to 18 September 2023
was calculated as 14% of base salary earned on 1 April 2020 and from 19 September 2023 was calculated as 6% of current base salary. Where the
contractual pension contribution exceeds the annual or lifetime allowance, any balancing payment is made by the company as a cash allowance
which, in line with the policy for all UK employees, is paid net of employer’s national insurance contributions.
3. Annual bonus represents the annual bonus for the year to 31 March 2024 and would usually be paid in the July 2024 payroll. Of the total bonus
amounts payable, £85,500, £109,200 and £120,000 will be paid in shares for Richard Tyson, Ian Barkshire and Gavin Hill, respectively, which must
be held for three years, as per the policy.
4. Long-term incentive awards are those awards where the vesting is determined by performance periods ending in the year under review and
therefore reports the value of the PSP award granted on 5 July 2021. The value has been determined using the average share price over the
three months to 31 March 2024, £21.5587. Further details of these calculations are set out on page 135. The value of the prior year awards has
been restated using the share price on the vesting date of 25 September 2023 of £21.75, giving a total vested award value, including dividend
equivalents, of £936,338 (before restatement £1,032,876) for Ian Barkshire and £730,822 (before restatement £806,156) for Gavin Hill.
5. The company operates a Share Incentive Plan (SIP) which is open to all UK permanent staff employed for at least six months. For Ian Barkshire
and Gavin Hill, ‘Other’ is the value of matching SIP shares attributable to the year, as they both participated in the SIP up to the maximum extent
permitted by HMRC. The company offers a 1:5 match for partnership shares purchased by employees and this amounted to £130 and £360 each of
matching shares for Ian Barkshire and Gavin Hill, respectively.
6. For Richard Tyson, who took up the role of CEO with effect from 1 October 2023, the figure stated in ‘Other’, is the value of the buy-out award in
relation to his pro-rated FY23 bonus from his previous employer. This buy-out award is based on the FY23 performance achieved against the
original financial and ESG targets at TT Electronics plc which resulted in an outcome of 92% of maximum. The bonus is payable 70% in cash and
30% in Oxford Instruments plc’s shares which must be held for two years in line with the policy at TT Electronics plc. This figure also includes the
vested value of the buy-out award in respect of his 2021 LTIP award from TT Electronics plc, further details of which are set out later in this report.
7. Ian Barkshire retired from his role as CEO and from the Board with effect from 1 October 2023, he then remained in active service until 1 December
2023 before serving the remainder of his notice period on garden leave until 11 April 2024. The figures disclosed above relate to his time as a
Director and the remainder of his remuneration is disclosed on page 139. In addition to the value explained at footnote 5 above, the figure stated
within ‘Other’ in respect of Ian also comprises an amount of £6,708.50, by way of a reimbursement payment in respect of the immaterial disbenefit
resulting from the conversion of the awards from nil-cost options to nominally priced options of £0.05 per share, during the prior financial year
ended 31 March 2023.
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Non-Executive Director
Fees
£’000
Benefits
£’000
Total
£’000
Neil Carson
2024 204 – 204
2023 194 – 194
Richard Friend
1
2024 42 – 42
2023 54 – 54
Mary Waldner
2024 66 – 66
2023 62 – 62
Alison Wood
2024 76 1 77
2023 70 – 70
Nigel Sheinwald
2024 66 – 66
2023 62 – 62
Reshma Ramachandran
2
2024 57 1 58
2023 32 4 36
Hannah Nichols
3
2024 14 – 14
2023 – – –
Total
2024 525 2 527
2023 474 4 478
1. Richard Friend stepped down as a Non-Executive Director effective 28 July 2023.
2. Reshma Ramachandran was appointed as a Non-Executive Director effective 1 September 2022.
3. Hannah Nichols was appointed as a Non-Executive Director effective 1 January 2024.
Details of annual bonus earned in year (audited)
As in previous years, the Committee set stretching performance targets for the annual bonus which are clearly linked to the
strategy and financial performance of the Group. The targets set and the achievement against them are set out in the table
below. Note that Ian Barkshire’s annual bonus is pro-rated for the period of his active service, up to 1 December 2023. Richard
Tyson’s annual bonus is pro-rated from the date of his appointment, of 1 October 2023.
Measure
Targets
Percentage of salary payable –
Ian Barkshire (subject to pro-
rating) and Gavin Hill
Percentage of salary payable
(subject to pro-rating) –
RichardTyson
Actual
Payout % of salary
(pro-rating applied)
Threshold
On
target Maximum Threshold
On
target Maximum Threshold
On
target Maximum
Ian
Barkshire
Gavin
Hill
Richard
Tyson
Adjusted
profit before
tax
£82.4m £84.4m £86.4m 7.5% 37.5% 75% 9% 45% 90% £86.6m 50% 75% 45%
Adjusted
operating
profit margin
18.0% 18.2% 18.3% 2.5% 12.5% 25% 3% 15% 30% 17.1% 0% 0% 0%
Cash
conversion
82% 85% 92% 2.5% 12.5% 25% 3% 15% 30% 64.0% 0% 0% 0%
Strategic
objectives
– – – 2.5% 12.5% 25% – – – 15% 10% 15% –
60% 90% 45%
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Annual Report on Remuneration (B) continued
DIRECTORS’ REMUNERATION REPORT continued
The non-financial strategic objectives were set at the start of the year. Details of the objectives and an assessment as to their
achievement are set out below:
CEO objectives (Previous CEO, Ian Barkshire) Weighting Achievements toward objectives/performance
Delivery of targeted operational improvement
outcomes.
8/25
• Good progress including margin improvement
through high-quality outsourcing,
implementation of a new commodity strategy
for a notable proportion of spend and
considerable lead time reductions.
6 out of 8
As regards business systems, complete ERP
implementations in respect of two major sites
during the year.
8/25
• Implementation at one major site was
successfully completed, albeit with some
disruption to operations. Implementation at
the other major site was not completed.
2 out of 8
Deliver substantive progress against each of
the core drivers of improvement within our
sustainability agenda.
9/25
• Good progress delivered, with the launch of
the Go Green programme, new renewable
energy contracts secured, updates to NPI
processes and launch of employee impact
groups, amongst other things.
7 out of 9
Total 100% 15% out of 25%
CFO objectives (Gavin Hill) Weighting Achievements toward objectives/performance
Delivery of targeted operational improvement
outcomes.
8/25
• Good progress including margin improvement
through high-quality outsourcing,
implementation of a new commodity strategy
for a notable proportion of spend and
considerable lead time reductions.
6 out of 8
As regards business systems, complete ERP
implementations in respect of two major sites
during the year.
8/25
• Implementation at one major site was
successfully completed, albeit with some
disruption to operations. Implementation at
the other major site was not completed.
2 out of 8
Deliver substantive progress against each of
the core drivers of improvement within our
sustainability agenda, including embedding
related reporting into financial processes in a
revised financial model.
9/25
• Good progress delivered, with the launch of
the Go Green programme, new renewable
energy contracts secured, updates to NPI
processes and launch of employee impact
groups, amongst other things.
7 out of 9
Total 100% 15% out of 25%
The on-target and maximum bonus potentials for the Executive Directors, as well as the amounts actually payable for the
year ended 31 March 2024, are set out below.
On-target bonus
(% of salary)
Maximum bonus
(% of salary)
Actual bonus
payable for 2023/24
(% of salary)
1
Actual bonus
payable for 2023/24
(% of maximum)
Actual bonus payable
1,2
for 2023/24
Richard Tyson
3
37. 5% 75% 45% 60% £256,500
Ian Barkshire
4
50% 100% 60% 60% £327,600
Gavin Hill 75% 150% 90% 60% £360,000
1. Bonus is calculated on salary as at 31 March 2024.
2. Of the amounts disclosed, £85,500, £120,000 and £109,200 will be paid in shares to Richard Tyson, Gavin Hill and Ian Barkshire, respectively,
which must be held for three years, as per the policy.
3. For Richard Tyson, the above represents the Oxford Instruments element of his annual bonus, for which the quantum has been pro-rated based on
his appointment date of 1 October 2023. In addition to this and as explained in more detail on page 132, Richard also received a pro-rated annual
bonus in respect of what he would have received at his previous employer and based on its performance, by way of his buy-out package upon
joining the company.
4. Ian Barkshire’s annual bonus is pro-rated for the period of his active service, up to 1 December 2023. The bonus in relation to the period of the year
Ian Barkshire was CEO is shown in the Directors' remuneration table (£245,700) and the bonus in relation to the period of active service is shown in
the payments to past directors section (£81,900).
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Long-term incentive plans (audited)
The performance targets, performance against them and the resulting value in respect of the long-term incentive awards
where vesting is determined by a performance period ending in 2024/25 are as follows:
Performance Share Plan (PSP)
The performance targets which applied to the awards made on 5 July 2021 for the performance period ending in the year
under review and actual performance achieved against them were as follows:
50% of the award is based on EPS measured over a three-year performance period starting 1 April 2021:
Performance level EPS growth over three years % of award that will vest
Below threshold Less than 4% per annum 0%
Threshold 4% per annum 25%
Between threshold and maximum 4% to 12% per annum 25%–100%
Maximum 12% per annum and above 100%
Actual EPS 109.0p
Actual growth achieved over the period (per annum) 11.5% 95%
50% of the award is based on the company’s return on capital employed in the final year of the three-year performance period
1
:
Performance level
ROCE
1
for the final year of the
performance period % of award that will vest
Below threshold Less than 24% 0%
Threshold 24% 25%
Between threshold and maximum Between 24% and 30% 25%-100%
Maximum 30% per annum and above 100%
Actual ROCE achieved in 2023/24 30.5% 100%
1. ROCE is calculated as Earnings Before Interest and Tax (EBIT)/capital employed where EBIT is adjusted operating profit less amortisation of
acquired intangibles (£71.2m), and capital employed (£269.2m) is defined as documented in the Finance Review on page 68.
Based on the performance against targets, the PSP awards will vest on 5 July 2024 as follows:
Date award
granted
Total number
of shares
granted
Reduction due
to pro-rating
for good
leaver
Percentage of
award vesting
Number of
shares vesting
Value
1
of
shares vesting
(£’000)
Number
of shares
awarded as
dividend
equivalent
2
Value
1
of
shares vesting
including
dividend
equivalent
(£’000)
Ian Barkshire 5 July 2021 32,468 2,488 97.5% 29,230 630 723 646
Gavin Hill 5 July 2021 23,338 N/A 97.5% 22,755 491 563 503
1. As the awards vest after the date of this report, value has been calculated using the average mid-market closing price of the company’s shares
over the three-month period ending 31 March 2024, £21.5587. This will be restated for the actual value on vesting in next year’s report.
2. Dividend equivalents have been calculated based on dividends paid up until the date of this report. If dividends are payable between the date of
this report and the vesting date, additional dividend equivalents will be awarded and the value will be updated in next year’s report.
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Annual Report on Remuneration (B) continued
DIRECTORS’ REMUNERATION REPORT continued
Long-Term Incentive Plan awards made in the year and outstanding share incentive awards
(audited)
Richard Tyson joined the company as Chief Executive Officer on 1 October 2023. On 14 November 2023, he was granted
two awards of nominally priced options of £0.05 under the LTIP which comprise the buy-out arrangements to replace the
2021 and 2022 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his joining the
company. The awards will vest based on the achievement of the original TT Electronics plc performance targets and they
will accrue dividend equivalents. A two-year post-vesting holding period applies to all awards. With regards to his forfeited
2023 TT Electronics plc LTIP award, Richard did not receive a replacement award in the same way as his other forfeited LTIP
awards, but instead received an award under the Oxford Instruments LTIP in 2023, further details of which are set out below.
The buy-out awards made to Richard Tyson under the LTIP during the financial year ended 31 March 2024, and details
relating to their vesting where applicable, are as follows:
Date
award
granted
Total number
of shares
granted
Face value
of award at
grant date
Share price
on day before
award date
Vesting
date
Percentage
of award
vesting
Number
of shares
vesting
Value
1
of
shares
vesting
(£’000)
Number
of shares
awarded
as dividend
equivalent
Value
1
of
shares vesting
including
dividend
equivalent
(£’000)
Richard
Tyson
14 Nov
2023
27,872 £572,770 £19.24
16 Mar
2024 43.91% 12,237 255 1,284 281
30,975 £636,536 £19.24
14 Mar
2025 N/A N/A N/A N/A N/A
1. Calculated based on the share price on the 18 March 2024 of £20.80 (being the closest date to the vesting date).
Awards made in the ordinary course under the LTIP during the financial year ended 31 March 2024 were as set out below. As
noted in last year’s report, and for the reasons set out therein, the Committee determined that the 2023/24 LTIP award for
Gavin Hill should be based on 200% of salary, on an exceptional basis.
Date award
granted
Total number
of shares
granted
Percentage
of salary
Face value
of award at
grant date
Share price
on day before
award date Vesting date
Gavin Hill 25 Sept 2023 36,697 200% £798,160 £21.80 31 July 2026
Richard Tyson 14 Nov 2023 53,023 200% £1,089,623 £19.24 31 July 2026
The awards are nominally priced options of £0.05 and are subject to the following performance conditions:
Performance measure Weighting Performance targets
Earnings Per Share (EPS) 30%
4% pa (25% vesting) to 10% pa (100% vesting) CAGR over three financial years
measured from the 2022/23 financial year end EPS.
Return on Capital
Employed (ROCE)
30%
30% in the final year of the performance period (2025/26 financial year) (25%
vesting) to 34% (100% vesting).
Relative Total Shareholder
Return (TSR)
25%
Median (25% vesting) to Upper quartile (100% vesting) over three financial years
commencing with the 2023/2024 financial year relative to the companies comprising
the FTSE 250 Index (minus Investment Trusts) at the start of the performance period.
Sustainability –
emissions reduction
7.5%
2% reduction of absolute Scope 1 and 2 emissions in the final year of the
performance period (2025/26 financial year) (25% vesting) to 9% (100% vesting).
Sustainability – percentage
of females in senior
leadership positions
7.5%
35% in the final year of the performance period (2025/26 financial year) (25% vesting)
to 40% (100% vesting). The current percentage of females in senior leadership
positions is 31.9%. Senior leadership is defined as Leadership Committee, their direct
reports and key decision makers.
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As at 31 March 2024, the outstanding options for Richard Tyson, Ian Barkshire and Gavin Hill under the PSP and LTIP
1
were
asfollows:
Scheme
31 March
2024 Granted Exercised Lapsed
Dividend
equivalents
1
1 April
2023
Exercise
price
2
Share price
on date of
grant
Date of
grant
Earliest
exercise
Latest
exercise
Richard Tyson
LTIP
3
13,521 27,872 15,635 1,284 – £0.05 £20.55 14/11/23 16/03/24 15/03/31
LTIP
3
30,975 30,975 – £0.05 £20.55 14/11/23 14/03/25 13/03/32
LTIP 53,023 53,023 – £0.05 £20.55 14/11/23 31/07/26 13/11/33
Ian Barkshire
4
PSP – 67,998 67,998 £0.05 £9.58 25/09/17 25/09/20 24/09/27
PSP – 66,172 66,172 £0.05 £10.10 03/07/18 03/07/21 02/07/28
PSP 49,497 49,497 £0.05 £14.00 15/07/19 15/07/22 14/07/29
PSP 43,050 1,031 42,019 £0.05 £16.24 23/09/20 23/09/23 22/09/30
PSP
5
32,468 32,468 £0.05 £23.80 05/07/21 05/07/24 04/07/31
PSP 40,979 40,979 £0.05 £19.40 20/06/22 20/06/25 19/06/32
Gavin Hill
PSP 53,071 53,071 £0.05 £9.58 25/09/17 25/09/20 24/09/27
PSP 51,646 51,646 £0.05 £10.10 03/07/18 03/07/21 02/07/28
PSP 38,633 38,633 £0.05 £14.00 15/07/19 15/07/22 14/07/29
PSP 33,601 805 32,796 £0.05 £16.24 23/09/20 23/09/23 22/09/30
PSP
5
23,338 23,338 £0.05 £23.80 05/07/21 05/07/24 04/07/31
PSP 29,456 29,456 £0.05 £19.40 20/06/22 20/06/25 19/06/32
LTIP 36,697 36,697 – £0.05 £21.75 25/09/23 31/07/26 24/09/33
1. Dividend equivalents are awarded on vesting of PSP and LTIP awards, for the period to vesting, in respect of the actual number of shares vesting.
2. During the prior financial year ended 31 March 2023 the Remuneration Committee agreed that those awards outstanding under the PSP, both
vested and unvested, which had been granted as nil-cost options, would be converted to nominally priced options of £0.05 per share. For the
Executive Directors, a reimbursement payment will be made in respect of the immaterial disbenefit (ie the difference between £0 and £0.05 per
share), at the point at which any award vests or for those awards which have already vested, at the earlier of when they exercise their options or
when future vesting activity is scheduled to take place. Upon any such payment being made, this will be disclosed and explained in the Single
Figure Table as an item of ‘Other remuneration’.
3. The awards granted to Richard Tyson with vesting dates in 2024 and 2025 comprise the buy-out arrangements which replace Richard’s 2021,
2022 and 2023 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his joining the company.
4. Ian Barkshire’s outstanding awards will be treated in line with good leaver status under the relevant share plan rules and as such, will be pro-
rated to the date of his cessation of employment. The total gain received by Ian Barkshire on the exercise of share options during the year was
£3,216,553.
5. The performance conditions relating to this award have been tested and have vested at 97.5%.
The market price of the shares at 28 March 2024 was £21.25 (2023: price on 31 March 2023 was £25.05) and the range during
the year was £17.12–£28.55 (2023: £17.20–£26.25).
Performance conditions for outstanding, unvested awards which are not stated elsewhere in this report are described below:
PSP 50% of award 50% of award
20 June 2022
2
EPS growth – 4% pa (25% vesting) to 10% pa
(100% vesting)
ROCE
1
in the final year of the performance period –
26% (25% vesting) to 32% (100% vesting)
1. ROCE is calculated as EBIT/capital employed where EBIT is adjusted operating profit less amortisation of acquired intangibles, and capital
employed is defined as documented in the Finance Review on page 68.
2. Three-year performance period commencing 1 April prior to date of grant.
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Annual Report on Remuneration (B) continued
DIRECTORS’ REMUNERATION REPORT continued
Dilution limits (unaudited)
The company’s Long-Term Incentive Plan rules which were approved by shareholders at the Annual General Meeting on 19
September 2023, provide that overall dilution through the issuance of new shares for employee share schemes should not
exceed an amount equivalent to 10% of the company’s issued share capital over a ten-year period. They also provide that
overall dilution through the issuance of new shares for employee share schemes pursuant to awards to Executive Directors
and other senior executives should not exceed an amount equivalent to 5% of the company’s issued share capital over a
ten-year period. The SIP scheme uses only market-purchased shares.
The company monitors the position prior to making awards to ensure that it remains within the applicable limit. As of the date
of this report, the company’s utilisation is under 2%.
Shareholding requirements (audited)
The Executive Directors are required to build and retain a shareholding in the company equivalent in value to 200% of basic
salary. Until the requirement is met, the Executive Directors are expected to retain or purchase shares equivalent to the value
of 50% of the net amount realised on exercise of long-term incentive awards after allowing for tax payable. The value of
vested but unexercised PSP and LTIP awards may count towards the shareholding level, calculated at the net of tax value.
Directors’ shareholdings (and those of any persons closely associated) as at 31 March 2024 are shown in the table below.
Beneficially
owned shares
Share option
awards vested but
unexercised
Percentage of salary
held in shares under
shareholding guideline
1
Guideline
met as at
31 March 2024
Share option awards
unvested and subject to
performance
2
Richard Tyson 0 13,521 27% No 83,998
Ian Barkshire
3
4,744 92,547 209% Yes 73,447
Gavin Hill 4,014 176,951 520% Yes 89,491
Neil Carson 24,000 – – N/A –
Mary Waldner 1,000 – – N/A –
Alison Wood 0 – – N/A –
Nigel Sheinwald 0 – – N/A –
Reshma Ramachandran 0 – – N/A –
Hannah Nichols 0 – – N/A –
Richard Friend
4
0 – – N/A –
1. The notional tax rate used to determine the net value of the vested share awards is 47%. Shares valued using the market price of the shares on 28
March 2024: £21.25.
2. Award granted in July 2021 will vest at 97.5% in July 2024. Awards granted in June 2022, September 2023 and November 2023 remain subject to
performance conditions.
3. Ian Barkshire will be subject to the post-cessation shareholding obligations as set out in the Policy.
4. Richard Friend stepped down as a Non-Executive Director effective 28 July 2023.
Pension arrangements
Executive Director pension arrangements (audited)
Executive Directors can decide to contribute to a pension plan of their choice. The company contributes a fixed amount, which
up to 18 September 2023, was calculated as 14% of base salary paid in year to 31 March 2020. With effect from the AGM
held on 19 September 2023, the pension contribution for Executive Directors reduced to 6% of salary, which is the maximum
percentage amount payable to the majority of the UK workforce. Only base salary is pensionable. Where the company’s
pension contribution exceeds the annual allowance, a balancing payment is paid by the company to the Director, which is
taxed as income. In line with the policy for all UK employees, this cash payment is reduced by 12.12% to cover employer’s
national insurance costs.
During the year and in respect of the periods in which they served as Directors of the company, respectively, the company
contributed £5,001 (2023: £4,000) into the company’s Group Personal Pension Plan for Ian Barkshire, £10,000 (2023: £4,000)
into a personal defined contribution plan for Gavin Hill. Balancing payments of £20,828 to Ian Barkshire, £22,293 to Gavin Hill
and £15,027 to Richard Tyson (net of employer’s national insurance contributions) were paid as cash.
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Payments to past Directors and for loss of office (audited)
During the year no payments were made to Directors for loss of office.
Ian Barkshire retired from his role as CEO and from the Board with effect from 1 October 2023, he then remained in active
service until 1 December 2023 before serving the remainder of his notice period on garden leave until 11 April 2024.
An overview of the treatment of Ian’s remuneration for 2023/24 and for the duration of his notice period is set out below:
• Ian received salary, benefits and pension for the duration of his notice period; however the benefit provision of a driver
ceased at the end of his active employment. In respect of the period post his retirement as CEO, he received salary of
£273,000, benefits of £11,950 and pension of £16,146 (broken down as a contribution of £5,000 into the company’s Group
Personal Pension Plan and £11,146 as a balancing payment).
• Ian was eligible to participate in the 2023/24 annual bonus plan for the period of his active service and this will be payable
at the usual time based on performance, payable in cash and deferred shares, as detailed on pages 133 and 134. The
value of the bonus payable in respect of his period of active service post stepping down as CEO, is £81,900.
• Ian was not eligible to receive an LTIP award for 2023/24.
• Ian is treated as a good leaver in respect of his unvested LTIP awards and these will continue subject to a time pro-rata
reduction to the end of his notice period, the achievement of performance conditions and vesting at the normal time. The
two-year post-vesting holding periods continue to apply for these awards.
• In line with the Policy, Ian will be subject to the post-cessation shareholding requirement which requires him to retain a
shareholding on cessation, equivalent to 200% of base salary, for two years (unless by genuine exception, e.g. serious ill
health). The two-year period is effective from the end of his notice period.
Performance graph and CEO’s remuneration (unaudited)
The graph below shows for the ten years ended 31 March 2024 the total shareholder return (TSR) on a holding of the
company’s ordinary shares compared with the TSR of an equivalent value invested in the FTSE 250 and FTSE 350 Electronic
and Electrical Equipment indices. These indices have been chosen as they are considered to be the most appropriate
comparator groups for the company.
31/03/2014 31/03/2017 31/03/202031/03/2015 31/03/2018 31/03/202131/03/2016 31/03/2019 31/03/2022 31/03/2023 31/03/2024
300
250
200
150
100
50
£0
Total Shareholder Return
Oxford Instruments FTSE 350 E & EE FTSE 250
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Annual Report on Remuneration (B) continued
DIRECTORS’ REMUNERATION REPORT continued
The total remuneration of the CEO over the last ten years is shown in the table below. The annual bonus payout and PSP/LTIP
vesting level as a percentage of the maximum opportunity are also shown.
Year ending 31 March 2015 2016
2017
1
2018 2019 2020 2021 2022 2023
2024
3
Jonathan
Flint
Ian
Barkshire
Ian
Barkshire
Richard
Tyson
Total remuneration
(£’000)
579 743 64 620 791 1,957 1,967 2,244 2,087 2,135 1,219 1,392
Annual bonus
outcome (%)
7.5% 38.6% 0% 56.3% 63.7% 94.4% 62.9% 100% 74.2% 80.56% 60% 60%
ESOS vesting (%) 0% 0% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A
SELTIS/PSP/LTIP
2
vesting (%)
0% 0% 0% N/A N/A 92.8% 100% 100% 100% 100% 97.5% N/A
1. 2016/17 financial year: remuneration shown separately for Jonathan Flint who was CEO from 1 April to 11 May 2016 and Ian Barkshire who was CEO
from 12 May 2016 to 31 March 2017.
2. Executive Directors were last granted ESOS (market value share options) and SELTIS (nil-cost options) in June 2014. PSP awards were granted from
June 2014 to June 2022. LTIP awards have been granted since September 2023.
3. 2023/24 financial year: remuneration shown separately for Ian Barkshire who was CEO from 1 April 2023 to 1 October 2023 and Richard Tyson who
was CEO from 1 October 2023 to 31 March 2024.
Ratio of Chief Executive Officer pay to that of employees
The Chief Executive Officer to employee pay ratio for 2023/24 and prior financial years is set out below:
Financial year Method 25th percentile 50th percentile 75th percentile
2023/24 A 76.8:1 57.7:1 42.6:1
2022/23 A 66.2:1 49.4:1 36.8:1
2021/22 A 65.3:1 48.5:1 36.3:1
2020/21 A 72.6:1 55.0:1 39.8:1
2019/20 A 62.5:1 47.8:1 33.3:1
The aggregated payments made in respect of both of the CEOs who served during the year, and the employees at the
percentiles for the 2023/24 ratio are set out below:
CEO 25th percentile 50th percentile 75th percentile
Salary £554,000 £32,076 £42,699 £57,312
Total pay £2,610,426 £34,001 £45,261 £61,326
The ratios have been calculated in accordance with Option A under the relevant regulations, as this is the most statistically
accurate method. The CEO pay is compared to the pay of our UK employees at the 25th, 50th and 75th percentile, calculated
based on full-time equivalent pay data for the full financial year to 31 March 2024. All UK employees employed at the end of
the financial year who had worked the full year have been included, part-time employees have been included and pay has
been converted to a full-time equivalent number by calculating total part-time pay and grossing up to the full-time equivalent
for the role. Accordingly, any employees that left the company or joined during the year have been excluded.
The calculations use the aggregated pay for Richard Tyson and Ian Barkshire as disclosed in the single figure table. The pay
for all UK employees comprises salary, benefits, pension and annual bonus payments due for 2023/24 and includes certain
remuneration elements which were specific to the terms of their joining the company or their retirement, respectively. None of
the employees at the percentiles received share awards.
The CEO pay ratio has increased this year. This is largely as a result of the change of CEO during the year, with Ian Barkshire
stepping down and Richard Tyson taking up the role with effect from 1 October 2023. The calculation includes the pro-rated
annual bonus and the full LTIP FY21 award for Ian Barkshire, as well as certain elements of Richard Tyson’s buyout package,
being the replacement LTIP award which vested in March 2024 and the buyout of his TT electronics annual bonus for 2023
– as well as his pro-rated Oxford Instruments plc annual bonus. As the Committee is regularly apprised of the Remuneration
Policy throughout the company to ensure that decisions in relation to executive pay are considered in the round, the Committee
is satisfied the pay of the employees identified for the quartiles appropriately reflects the employee pay structure in each
quartile and the resulting pay ratios are consistent with the pay, reward and progression policies in place for all employees.
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Percentage change in the remuneration of the Directors (unaudited)
The table below shows the percentage change in each of the Director’s salaries, taxable benefits and annual bonus earned
between 2019/20 to 2023/24 compared to that for the average UK-based employee of the Group (on a per capita full-time
equivalent basis).
Directors during
the year ended
31 March 2024
2022/23 to 2023/24
% change
2021/22 to 2022/23
% change
2020/21 to 2021/22
% change
2019/20 to 2020/21
% change
Salary
9
Benefits Bonus
10
Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus
Richard Tyson
1
N/A N/A – N/A N/A – N/A – – N/A – –
Ian Barkshire
2
N/A N/A – 7.1 24.5 15.0 15.0 30.1 2.8 -3.6 -41.3 62.1
Gavin Hill 5.2 -13.7 -8.9 5.0 18.8 15.3 8.5 2.3 -2.8 -4.1 8.2 57.1
Neil Carson 5.0 – – 4.3 – – 8.0 – – -4.3 – –
Richard Friend
3
N/A N/A – 4.3 – – 8.0 – – -3.4 – –
Mary Waldner 7.0 – – 3.8 – – 8.3 – – -3.8 – –
Alison Wood
4
8.6 100 – 9.3 – – N/A – – N/A – –
Nigel Sheinwald
5
7.0 – – N/A – – N/A – – N/A – –
Reshma
Ramachandran
6
N/A N/A – N/A N/A – N/A – – N/A – –
Hannah Nichols
7
N/A N/A – N/A N/A – N/A – – N/A – –
Average
employee pay
8
1.73 -11.0 -29.3 10.3 9.01 -4.7 4.24 -8.4 -23.1 -0.7 -6.7 7.0
1. Richard Tyson joined the Board on 1 October 2023.
2. Ian Barkshire stepped down from the Board on 1 October 2023.
3. Richard Friend stepped down from the Board on 28 July 2023.
4. Alison Wood joined the Board on 8 September 2020.
5. Nigel Sheinwald joined the Board on 22 September 2021.
6. Reshma Ramachandran joined the Board on 1 September 2022.
7. Hannah Nichols joined the Board on 1 January 2024.
8. Average employee pay includes all UK employees in service on 31 March 2024 for the 2022/23 to 2023/24 comparison, but excludes those who
were on maternity leave, long-term sick leave and those who started or ended employment within the period.
9. The average pay increase across all employees in the UK in 2023/24 was 6.97%.
10. The value of the average employee bonus for the year ended 31 March 2024 (to be paid in July 2024) was not known at the time the Annual Report
was approved and consequently the number included is management’s best estimate of the bonus that will be paid.
Relative importance of the spend on pay
The following table shows the Group’s employee costs relative to dividends:
Year ended
31 March 2024
Year ended
31 March 2023 % change
Employee costs (£m) 155.4 146.4 6.15%
Dividends (£m) 11.4 10.6 7.55%
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Annual Report on Remuneration (B) continued
DIRECTORS’ REMUNERATION REPORT continued
Statement of shareholder voting (unaudited)
The resolution to approve the Directors’ Remuneration Policy was passed at the 2023 AGM and received the following votes
from shareholders:
Resolution Votes for Votes against % for % against
Votes marked
as abstain
To approve the Directors’ Remuneration Policy 43,129,297 862,318 98.04 1.96 4,077
The resolution to approve the Annual Report on Remuneration at the 2023 AGM received the following votes from
shareholders:
Resolution Votes for Votes against % for % against
Votes marked
as abstain
To approve the Annual Report on Remuneration 41,577,906 670,985 98.41 1.59 1,746,801
How the Policy will be applied in 2024/25 (unaudited)
Base salaries
With effect from 1 July 2024, the salary of the CEO will increase by 3% from £570,000 to £587,100 and the salary of the
CFOwill increase by 3% from £400,000 to £412,000. These increases are below the average increase awarded across the
UKworkforce.
Benefits and pension
Benefits will be in line with the Policy and with those received in 2023/24. Pension contributions will be 6% of salary, which is
the maximum percentage amount payable to the majority of the UK workforce.
Annual bonus
The maximum opportunity under the annual bonus plan for 2024/25 will be 150% of base salary for both the CEO and CFO.
One-third of the bonus payable will be delivered in shares subject to a three-year holding period. A combination of financial
(83.3%) and non-financial strategic (16.7%) metrics will be used to determine the level of payment under the annual bonus for
the CEO and CFO as detailed in the table below:
Measure
Weighting as a
% of maximum
Profit (£m) 50%
Adjusted operating profit margin (%) 16.7%
Cash conversion (%) 16.7%
Strategic objectives 16.7%
For the CEO and CFO, the non-financial strategic objectives are linked to operational improvement and progressing the new
strategic plan, amongst other things.
The Committee has chosen not to disclose, in advance, the performance targets for the forthcoming year as these include
matters which the Committee considers commercially sensitive. Retrospective disclosure of the performance against them
will be made in next year’s Annual Report on Remuneration.
Long-term incentive awards in respect of the financial year
The 2024/25 LTIP awards will be over shares with a market value at grant of 200% of salary for the CEO and 175% for the CFO.
Vesting will be subject to the performance conditions as set out below measured over a three-year performance period
commencing 1 April 2024. We believe that the mix of performance conditions will provide a strong and rounded assessment
of the success of the business performance, strategy and purpose, over the period.
The target range for the EPS growth measure has reduced slightly from the ranges applying to prior years’ awards. This
recognises the relatively high 2023/24 profit baseline from where the growth is measured over the next three years. It also
takes into account higher corporation tax which means that EPS growth is forecast to be materially flatter than PBT. Finally,
this takes into account the more challenging market conditions that we anticipate. Similarly, the target range for the ROCE
measure has also been reduced slightly, albeit the Committee recognises that it is still sector leading. We are satisfied that
these target ranges are appropriately stretching in light of both the business plan and market outlook, as well as the grant
levels under the Policy and anticipate that we should be able to revert to target ranges more in line with historic norms from
next year.
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The TSR measure will require significant stock market outperformance.
The sustainability measures will: (i) support significant reduction in our Scope 1 and 2 emissions through requiring the
completion of our intended site heating infrastructure projects at two of our major UK manufacturing sites, which will
represent a notable reduction, estimated at between 17% and 21%; and (ii) achievement of an improvement in female
representation in leadership positions. The Committee notes that the range is the same as the target range set for last years’
award. However, this remains a stretching target and it is important that there is sustained achievement against it, rather
than encouraging a spike in a single year. During the year, we plan to broaden the scope of our diversity measure in the wider
organisation and will therefore consider the appropriateness of these when developing the targets for next year’s LTIP award.
Performance measure Weighting Performance targets
Earnings Per Share (EPS) 30% 2% pa (25% vesting) to 8% pa (100% vesting) CAGR over three financial years
measured from the 2023/24 financial year end EPS.
Return on Capital
Employed (ROCE)
30% 26% in the final year of the performance period (2026/27 financial year)
(25% vesting) to 30% (100% vesting).
Relative Total Shareholder
Return (TSR)
25% Median (25% vesting) to Upper quartile (100% vesting) over three financial years
commencing with the 2024/2025 financial year relative to the companies
comprising the FTSE 250 Index (minus Investment Trusts) at the start of the
performance period.
Sustainability –
emissionsreduction
7.5% Make progress towards achieving our accelerated Scope 1 and 2 net zero
targets of 2030, by completing two of our site heating infrastructure projects.
1 project completed by the final year of the performance period (2026/27
financial year) (50% vesting) to 2 projects completed (100% vesting).
Sustainability – percentage
of females in senior
leadership positions
7.5% 35% in the final year of the performance period (2026/27 financial year) (25%
vesting) to 40% (100% vesting). Senior leadership is defined as Leadership
Committee, their direct reports and key decision makers.
Non-Executive Directors’ fees
The Committee and the Board, as appropriate, have reviewed the fees for the Chair and Non-Executive Directors and in line
with the Executive Directors, they will increase by 3% for 2024/25, effective from 1 July 2024.
2023/24 2024/25 % increase
Board Chair £206,467 £212,661 3%
Additional fee for Deputy Chair £5,202 £5,358 3%
Basic fee £57,408 £59,130 3%
Additional fee for Senior Independent Director £10,000 £10,300 3%
Additional fee for Committee Chair £10,000 £10,300 3%
Note: The fees shown for 2023/24 and 2024/25 are the annual rates as at 1 July 2023 and 1 July 2024, respectively.
Approval
This report was approved by the Committee on 10 June 2024 and has been approved subsequently by the Board for
submission to shareholders at the Annual General Meeting to be held on 25 July 2024.
ALISON WOOD
Chair of the Remuneration Committee
10 June 2024
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Financial calendar
1
11 June 2024 Announcement of preliminary results
11 July 2024 Final dividend ex-dividend date
12 July 2024 Final dividend record date
25 July 2024 Annual General Meeting
30 July 2024 Final dividend DRIP election date
20 August 2024 Final dividend payment date
12 November 2024 Announcement of half-year results
28 November 2024 Interim dividend ex-dividend date
29 November 2024 Interim dividend record date
17 December 2024 Interim dividend DRIP election deadline
10 January 2025 Interim dividend payment date
31 March 2025 Financial year end
1. Please note that the above dates are subject to change.
Analysis of share register at 31 March 2024
Total number
of holdings
Percentage
of holders
Total number
of shares
Percentage of
issued share
capital
By type of shareholder
Individual 1,480 76.25 3,601,671 6.22
Institutions and others 461 23.75 54,312,121 93.78
By size of shareholding
1–500 1,165 60.02 198,032 0.34
501–1,000 216 11.13 163,612 0.28
1,001–10,000 303 15.61 969,764 1.68
10,001–100,000 159 8.19 5,674,752 9.8
100,001–500,000 72 3.71 16,008,799 27.64
Over 500,000 26 1.34 34,898,833 60.26
Total 1,941 100.00 57,913,792 100.00
Annual General Meeting 2024
The 2024 Annual General Meeting of Oxford Instruments plc will be held at the
office of Ashurst LLP at London Fruit & Wool Exchange, 1 Duval Square, London,
E1 6PW at 11.00am on Thursday 25 July 2024.
Further details can be found in the Notice of Meeting which has been sent to our
shareholders and which is also available on our website at: www.oxinst.com/
investors-content/annual-general-meeting
Shareholder enquiries
Please contact Link Group,
our Registrar, using the below
details, for all enquiries regarding
your shareholding, including
updating your address or other
contact details, direct dividend
payments and amending your
communication preferences.
Online:
www.signalshares.com
To register to use this site, you
will need your Investor Code
(IVC) which can be found
on your share certificate or
dividendconfirmation.
By telephone:
+44 (0) 371 664 0300
Calls to the above number
are charged at the standard
geographic rate and will vary by
provider. Calls outside the United
Kingdom will be charged at the
applicable international rate.
Lines are open 9.00am–5.30pm,
Monday to Friday excluding public
holidays in England and Wales.
By email:
shareholderenquiries@linkgroup.
co.uk
By post:
Link Group, Central Square,
29 Wellington Street,
Leeds LS1 4DL
Company information
Company name:
Oxford Instruments plc
Company number:
00775598
Registered office address:
Tubney Woods, Abingdon,
Oxon OX13 5QX
Type:
Public Limited Company
Website:
www.oxinst.com
Auditor:
BDO LLP, R+, 2 Blagrave Street,
Reading, Berkshire RG1 1AZ
SHAREHOLDER INFORMATION
Oxford Instruments plc
Annual Report 2024
144
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DIRECTORS’ REPORT
The Directors present the Annual
Report of Oxford Instruments plc for the
year ended 31 March 2024.
Principal activity and
business reviews
Oxford Instruments plc (‘OI plc’) is
the ultimate holding company of a
group of subsidiary undertakings (the
‘Group’) which is a leading global
provider of technology and expertise
to academic and commercial partners.
The Directors of OI plc are required
to set out in this report a true and
fair view of the business of the Group
during the financial year ended 31
March 2024, the position of the Group
at the end of the financial year and
a description of the principal risks
and uncertainties facing the Group.
The information which fulfils these
requirements includes the Operations
Review on pages 26 to 33, the Finance
Review on pages 58 to 69 and the
report on Sustainability on pages 34
to 57, which are incorporated in this
report by reference. The operations, the
strategic review, the risk management
disclosures, the viability statement, the
research and development activities
and likely future prospects of the Group
are reviewed in the Strategic Report on
pages 10 to 82.
Results and dividends
The results for the year are shown in
the Consolidated statement of income
on page 150. The Directors recommend
a final dividend of 15.9p per ordinary
share, which together with the interim
dividend of 4.9p per ordinary share is a
total of 20.8p per ordinary share for the
year (2023: 19.5p per ordinary share).
Subject to shareholder approval, the
final dividend will be paid on 20 August
2024 to shareholders registered at
close of business on 12 July 2024.
Risks and uncertainties
The Board exercises proper and
appropriate corporate governance
across the Group. It ensures that
there are effective systems of
internal controls in place to manage
shareholders’ interests and the
Group’s assets, including the
assessment and the management
of the risks to which the businesses
are exposed, and to monitor and
manage compliance with all the legal
requirements that affect the Group’s
worldwidebusinessactivities.
However, such systems are designed to
manage rather than eliminate the risk of
failure to achieve business objectives
and can provide only reasonable
and not absolute assurance against
material misstatement or loss.
The Executive Directors report to the
Board on changes in the business and
in the external environment which may
affect the risks which the Group faces.
The Executive Directors also provide
the Board with financial information at
each Board meeting. Key performance
indicators are reviewed periodically.
There are a number of risks and
uncertainties which may have a
material effect on the Group. These are
described in Principal Risks on pages
73 to 78.
Directors
Biographies of all the Directors at
the date of this report, including
Non-Executive Directors, are set out
on pages 86 to 88. During the year
ended 31 March 2024 there were
a number of changes to the Board,
with Ian Barkshire stepping down as
an Executive Director and CEO on
1October 2023, Richard Tyson being
appointed as an Executive Director and
CEO with effect from 1 October 2023
and Hannah Nichols joining as a Non-
Executive Director on 1 January 2024.
Directors’ conflicts of interest
The Companies Act 2006 allows
Directors of public companies to
authorise conflicts and potential
conflicts of interest, where appropriate.
Only Directors with no interest in the
matter under consideration may
participate in the relevant decision
and in doing so they must act in a
way which they consider in good
faith will be most likely to promote OI
plc’s success. A conflicts policy has
been drawn up, which is reviewed as
appropriate, and a register of conflicts
and potential conflicts is maintained.
Directors’ interests
The beneficial interests of the Directors
in OI plc’s share capital, all in fully
paid up shares at 31 March 2024,
areshownabove.
Details of share options for the
Executive Directors are shown in the
Remuneration Report on page 137.
31 March
2024
Shares
31 March
2023
Shares
Neil Carson 24,000 8,000
Richard Tyson – –
Gavin Hill 4,014 2,707
Mary Waldner 1,000 1,000
Alison Wood – –
Nigel Sheinwald – –
Reshma
Ramachandran – –
Hannah Nichols – N/A
No Director was beneficially interested
in the shares of any subsidiary
company at any time during the year.
In the year to 31 March 2024, no
Director had a material interest in
any contract of significance with OI
plc or any of its subsidiaries. As of
31May2024, there were no changes
to the above shareholdings apart from
for Gavin Hill who participates in the
Oxford Instruments Share Incentive
Plan and since the year end had
increased his beneficial holding by
15shares.
Insurance cover and
Directors’ indemnities
For a number of years, the Group
has purchased insurance to cover its
Directors and Officers against their
costs in defending themselves in legal
proceedings taken against them in that
capacity, and in respect of damages
resulting from the unsuccessful defence
of any proceedings. In addition, to the
extent permitted by UK law, the Group
indemnifies its Directors and Officers for
liabilities arising from such proceedings.
Neither the insurance nor the indemnity
provides cover for situations where
the Director has acted fraudulently
ordishonestly.
Share capital
OI plc only has one class of share
capital, which comprises ordinary
shares of 5p each. All shares forming
part of the ordinary share capital have
the same rights and carry one vote
each. There are no unusual restrictions
on the transfer of a share.
The full rights and obligations attaching
to OI plc’s ordinary shares, as well as
the powers of the Directors, are set out
in OI plc’s Articles of Association, a copy
of which is available on OI plc’s website.
145Governance Financial StatementsStrategic ReportOverview
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These can also be obtained from
Companies House or by contacting
the Company Secretary.
During the year to 31 March 2024, the
Board issued 201,284 new shares (2023:
58,053) following the exercise of options
under OI plc’s share option schemes. At
31 March 2024, the issued share capital
of OI plc was 57,913,792 ordinary shares
of 5p each. No shares in OI plc were
acquired by the company itself during
the year (2023: nil). Details of the share
capital and options or other awards
outstanding as at 31 March 2024 are
set out in Notes 25 and 26, respectively,
to the Financial Statements.
Powers in relation to the
companyissuing or buying
back its ownshares
At the 2023 AGM, shareholders
authorised the company to allot
relevant securities: (i) up to a nominal
amount of £962,004 (being one-third
of OI plc’s issued share capital); and (ii)
up to a nominal amount of £1,924,008
(being two-thirds of OI plc’s issued
share capital), after deducting from
such limit any relevant securities
allotted under (i), in connection with
an offer by way of a rights issue.
A similar resolution will be put to
shareholders at the 2024 AGM save
that the second limb of the authority
will be proposed for use in connection
with any pre-emptive offer and not just
an offer by way of rights issue.
In 2023, shareholders also authorised
OI plc to purchase its own shares in
the market up to a limit of 10% of its
issued share capital, being 5,772,026
shares. As noted in the 2023 notice
of meeting, the Directors will seek
to renew this authority at the 2024
AGM by proposing a further special
resolution. This authority will also
be limited to a maximum of 10% of
OI plc’s issued share capital and the
resolution will set the minimum and
maximum prices which may be paid.
The Directors will only purchase OI
plc’s shares in the market if they
believe it is in the best interests of OI
plc and shareholders generally and
where Directors (i) expect that such a
purchase would result in an increase
in earnings per share, (ii) consider
that OI plc has excess cash, and/or
(iii) determine that it is appropriate to
increase OI plc’s gearing.
Disapplication of
pre-emption rights
At the 2024 AGM, OI plc will seek
approval from its shareholders to
empower Directors to issue equity
securities or sell treasury shares
for cash other than to existing
shareholders pro-rata to their holdings
to the fullest extent permitted by the
Statement of Principles on Disapplying
Pre-Emption Rights most recently
published by the Pre-Emption Group
(‘Statement of Principles’).
In addition to offers or invitations in
proportion to the respective number
of shares held, this equates to the
ability for Directors to issue equity
securities or sell treasury shares for
cash up to 10% of OI plc’s issued
share capital for general purposes
and up to a further 10% of OI plc’s
issued share capital to be used in
connection with an acquisition or
specified capital investment of a kind
contemplated by the Statement of
Principles. In each case, the Directors
will seek a power to issue up to a
further 2% of OI plc’s issued share
capital for the purposes of a ‘follow-
on offer’ (also as contemplated by the
Statement of Principles) which would
enable existing retail shareholders to
participate in relevant equity issues.
These resolutions are similar to those
approved by shareholders at OI plc’s
2023 AGM, save that those resolutions
empowered Directors in relation to
5% of OI plc’s issued share capital
respectively and did not include a
power for Directors to undertake a
follow-on offer. The Directors believe
the resolutions being proposed at the
2024 AGM reflect market practice.
Research and development
Information on the research and
development activities of the Group
can be found on page 166.
Branches
Subsidiaries of the company have
established branches in a number
of different countries in which
theyoperate.
Payment of suppliers
The Group does not follow a standard
payment practice but agrees terms
and conditions for its business
transactions with each of its suppliers.
Payment is then made in accordance
with these terms.
DIRECTORS’ REPORT continued
Substantial shareholdings
The following are beneficial interests of 3% or more (direct), or of 5% or more
(indirect), which have been notified to OI plc, per Chapter 5 of the Disclosure
Guidance and Transparency Rules, of OI plc’s issued ordinary share capital,
the only class of voting capital, at 21May 2024:
Direct/indirect
Shares
‘000
% of
total
Blackrock Inc Indirect 6,479,289 11.19
Columbia Threadneedle Investments Indirect 5,352,239 9.24
Artemis Fund Managers Indirect 5,100,140 8.81
abrdn Investment Management Indirect 3,351,204 5.79
Lady KA Wood and the Estate
ofthelate Sir MF Wood Direct 2,603,030 4.49
Oxford Instruments plc
Annual Report 2024
146
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Tax strategy
The Group’s tax strategy supports the
strategic objectives of the Group and
applies equally to both UK and non-UK
taxes and to all forms of taxation. The
Group pays a significant amount of
tax to national and local governments,
including taxes on employment,
corporate taxes on profits, customs
and excise duty on purchases,
withholding taxes and environmental
taxes. We also administer VAT and
similar sales taxes charged to our
customers and withholdings on
payments made to our employees. The
Group’s tax strategy is published on the
Group’s website at www.oxinst.com/
investors-content/tax-strategy.
Charitable donations
During the year, the Group made
charitable donations of £5,668
(2023:£5,590).
Political donations
During the year, the Group made no
political donations (2023: nil).
Disclosure of information
to auditor
Pursuant to Section 418(2) of the
Companies Act 2006, the Directors
who held office at the date of approval
of this Directors’ Report confirm that,
so far as they are each aware, there is
no relevant audit information of which
OI plc’s auditor is unaware; and each
Director has taken all the steps that
he or she might reasonably have been
expected to have taken as a Director
to make himself or herself aware of
any relevant audit information and to
establish that OI plc’s auditor is aware
of that information.
Annual General Meeting
The Notice of the Annual General
Meeting to be held on 25 July 2024
is set out in a letter to shareholders
together with explanatory notes
relating to the resolutions.
Articles of Association
The company’s Articles of Association
may be amended by a special
resolution at a general meeting of
the shareholders. The current Articles
of Association were adopted by
shareholders at the AGM held on
8September 2020.
External auditor
A resolution to reappoint BDO LLP
as auditor for FY23/24 was passed
at the 2023 Annual General Meeting
and a resolution to reappoint them as
auditor for FY24/25 will be proposed at
the 2024 Annual General Meeting on
25July 2024.
Change of control
arrangements
There are a number of agreements
that take effect, alter or terminate
upon a change of control of OI plc
following a takeover, such as banking
agreements and OI plc share plans. On
a change of control, OI plc’s committed
credit facilities may be cancelled by
lenders by giving not less than three
days’ notice. It is also possible that
pension plan funding arrangements
would need to be changed following
a change of control if that resulted in a
weakening of the employer covenant.
Corporate governance
The Board reviews its work on
corporate governance in the
Governance Report on pages 84 to
143. Pages 20 to 21 summarise how we
engage with our stakeholders. Pages
90 to 95 include further details of how
we engage with our stakeholders and
page 96 includes our statement in
accordance with Section 172(1) of the
Companies Act 2006.
Financial risk management
Details of the Group’s financial risk
management objectives and policies,
including the exposure to price, credit
and liquidity risk, are set out in Note 23
to the Financial Statements.
Employees
The Board recognises that its
employees are fundamental to the
Group’s success. The Group’s aim is to
ensure there are equal opportunities
for all employees and that there is an
inclusive culture where differences
are valued and people are given the
environment in which they can do their
best work. The Sustainability Report
on pages 34 to 57 further describes
how diversity and inclusion is managed
within Oxford Instruments.
It is the policy of Oxford Instruments
plc to give full and fair consideration
to applications for employment from
disabled persons; to continue, wherever
possible, the employment of members
of staff who may become disabled;
and to ensure that suitable training,
career development and promotion of
disabled persons takes place.
For further information regarding
employee engagement, please see
‘How we engage with our stakeholders’
on pages 90 to 95.
Greenhouse gas emissions
To meet the requirements of the
Companies Act 2006 (Strategic and
Directors’ Report) Regulations 2013,
CO
2
emissions are reported on as part
of our reporting on greenhouse gas
emissions in Sustainability on pages
36 to 38.
Material events
Apart from the agreement to acquire
FemtoTools AG on 7 June 2024, as
detailed on page 191, there were no
other material events since the year
end to report.
147Governance Financial StatementsStrategic ReportOverview
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The Directors are responsible for
preparing the 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, 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 their 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.
DIRECTORS’ RESPONSIBILITIES
in relation to the Annual Report
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 comply 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.
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/Directors’
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, 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.
Signed on behalf of the Board
RICHARD TYSON
Chief Executive Officer
GAVIN HILL
Chief Financial Officer
10 June 2024
Oxford Instruments plc
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Financial
Statements
150 Consolidated statement of income
151 Consolidated statement of comprehensive income
152 Consolidated statement of financial position
153 Consolidated statement of changes in equity
154 Consolidated statement of cash flows
155 Material accounting policies
161 Notes to the Consolidated Financial Statements
192 Parent company statement of financial position
193 Parent company statement of changes in equity
194 Notes to the parent company financial statements
204 Independent auditor’s report to the
members of Oxford Instruments plc
212 Historical financial summary
149Governance Financial StatementsStrategic ReportOverview
Financial Statements

Note
2024
2023
Revenue
1
470. 4
–
470 . 4
444.7
–
444.7
Cost of sales
(2 28 .0)
–
(228 .0)
(214 . 5)
–
(2 14. 5)
Gross profit
242 .4
–
242 .4
23 0.2
–
230. 2
Other operating income
–
3.3
3.3
–
–
–
Research and development
3
(3 9.1)
–
(3 9.1)
(35 .9)
(0. 8)
(36 .7)
Selling and marketing
(74 . 5)
–
(74 . 5)
(65 .4)
–
(6 5. 4)
Administration and shared services
(58.7)
(1 4.6)
(73. 3)
(52.9)
(10 .3)
(63 . 2)
Foreign exchange gain/(loss)
10. 2
(0.7)
9.5
4.5
3 .0
7. 5
Operating profit
80. 3
(1 2 .0)
68.3
8 0.5
(8 .1)
72.4
Financial income
6
4.7
–
4.7
2.7
–
2.7
Financial expenditure
7
(1 .7)
–
(1 .7)
(1 .2)
(0 .4)
(1. 6)
Profit/(loss) before income tax
1
83 .3
(12 .0)
71 .3
82.0
(8. 5)
73.5
Income tax (expense)/credit
8
(20. 3)
(0. 3)
(2 0.6)
(1 7. 0)
2.1
(14.9)
Profit/(loss) for the year attributable
to equity shareholders of the parent
63.0
(12 .3)
5 0.7
6 5.0
(6.4)
58.6
Earnings per share
pence
pence
pence
pence
Basic earnings per share
10
 Fromprofitfortheyear
109.0
8 7. 7
11 2.7
101 . 6
Diluted earnings per share
10
 Fromprofitfortheyear
1 0 7. 5
86.5
111. 3
100. 3
The attached notes form part of these Financial Statements.
CONSOLIDATED STATEMENT OF INCOME
Year ended 31 March 2024
Oxford Instruments plc
Annual Report 2024
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year ended 31 March 2024
Note
Profit for the year
50. 7
58.6
Foreign exchange translation differences
(5. 5)
5.3
(19. 4)
(3 8 .6)
Tax credit on items that will not be reclassified to Consolidated Statement of Income
4.8
9. 7
Total other comprehensive expense
(20. 2)
(23.6)
Total comprehensive income for the year attributable to equity shareholders of the parent
3 0.6
3 5.0
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income

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
Note
Property, plant and equipment
12
80. 5
59. 3
Intangible assets
13
1 3 7. 9
1 32.1
Right-of-use assets
14
32 .4
31 .4
Long-term receivables
1.3
0. 5
Derivative financial instruments
22
0. 2
0.4
Retirement benefit asset
24
16 .1
26 .4
Deferred tax assets
8
13.7
12.5
282 .1
262. 6
Inventories
15
108 .4
81 .4
Trade and other receivables
16
114. 7
113. 2
Current income tax receivable
1 .0
0. 5
Derivative financial instruments
22
2.3
1 .6
Cash and cash equivalents
18
9 7. 8
1 12.7
324. 2
309.4
Total assets
606 .3
572.0
Share capital
25
2.9
2.9
Share premium
62 .6
62. 6
Other reserves
0. 2
0.2
Translation reserve
7. 4
1 2.9
Retained earnings
292 .6
265 .4
365.7
3 4 4.0
Bank loans
19
0.9
0.9
Lease payables
14
28 .6
26. 2
Deferred tax liabilities
8
12 .9
7. 8
42 .4
34.9
Bank loans and overdrafts
19
13 .1
11 .6
Trade and other payables
20
166 . 2
1 59.4
Lease payables
14
4.8
5. 2
Current income tax payables
7. 6
8 .1
Derivative financial instruments
22
0. 1
1.2
Provisions
21
6.4
7. 6
198. 2
193 .1
Total liabilities
24 0.6
2 28.0
Total liabilities and equity
606. 3
572.0
The Financial Statements were approved by the Board of Directors on 10 June 2024 and signed on its behalf by:
RICHARD TYSON GAVIN HILL
Director Director
Company number: 775598
Oxford Instruments plc
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2024
As at 1 April 2023
2.9
62 .6
0. 2
12 .9
265.4
3 44.0
Profit for the year
–
–
–
–
5 0.7
50. 7
Foreign exchange translation differences
–
–
–
(5. 5)
–
(5. 5)
Remeasurement loss in respect of
post-retirement benefits
–
–
–
–
(19. 4)
(19. 4)
to Consolidated Statement of Income
–
–
–
–
4.8
4.8
Total comprehensive (expense)/income
–
–
–
(5. 5)
36.1
30. 6
Share-based payment transactions
–
–
–
–
3 .0
3 .0
Income tax on share-based payment transactions
–
–
–
–
(0.5)
(0. 5)
Proceeds from shares issued
–
–
–
–
–
–
Dividends
–
–
–
–
(1 1 .4)
(1 1 .4)
Total transactions with owners:
–
–
–
–
(8. 9)
(8. 9)
As at 31 March 2024
2.9
62 .6
0. 2
7. 4
292 .6
365.7
As at 1 April 2022
2.9
62. 5
0. 2
7. 6
24 3 . 2
316 .4
Profit for the year
–
–
–
–
58.6
58 .6
Foreign exchange translation differences
–
–
–
5.3
–
5.3
Remeasurement loss in respect of
post-retirement benefits
–
–
–
–
(3 8. 6)
(3 8. 6)
to Consolidated Statement of Income
–
–
–
–
9.7
9.7
Total comprehensive income
–
–
–
5.3
29. 7
35 .0
Share-based payment transactions
–
–
–
–
2.4
2.4
Income tax on share-based payment transactions
–
–
–
–
0.7
0.7
Proceeds from shares issued
–
0.1
–
–
–
0.1
Dividends
–
–
–
–
(10. 6)
(10. 6)
Total transactions with owners:
–
0.1
–
–
(7. 5)
(7. 4)
As at 31 March 2023
2.9
62 .6
0. 2
12. 9
265.4
34 4.0
153Governance Financial StatementsStrategic ReportOverview
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CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended 31 March 2024
Note
Profit for the year
50. 7
58.6
Income tax expense
8
20.6
14.9
Net financial income
(3 .0)
(1 .1)
Fair value movement on financial derivatives
0.7
(3 .0)
WITec post-acquisition gross margin adjustment
–
0. 5
Impairment of capitalised development costs
13
–
0.8
Amortisation of right-of-use assets
14
5.0
4.6
Depreciation of property, plant and equipment
12
5.3
4.8
Amortisation of intangible assets
13
9.8
10.7
Charge in respect of equity settled employee share schemes
26
3 .0
2.4
Contributions paid to the pension scheme more than the charge to operating profit
(8 .0)
(11 .7)
Increase in inventories
27
(26. 3)
(15. 6)
Increase in receivables
27
(2.7)
(19. 6)
(Decrease)/increase in payables and provisions
27
(2 .8)
1 7. 4
Increase in customer deposits
27
7. 1
9. 2
Cash generated from operations
59. 4
72.9
Interest paid
(0.9)
(0. 7)
Income taxes paid
(16 .1)
(5 .7)
Net cash from operating activities
42 .4
66. 5
Proceeds from sale of property, plant and equipment
0. 5
0. 2
Acquisition of property, plant and equipment
(2 7. 0)
(32. 3)
Acquisition of subsidiaries, net of cash acquired
11
(13 . 4)
(4. 8)
Capitalised development expenditure
(0.7)
(0.6)
Interest received
3.1
1 .1
Net cash used in investing activities
(3 7. 5)
(36 .4)
Proceeds from issue of share capital
–
0. 1
Interest paid on lease liabilities
14
(0. 8)
(0. 5)
Payment of capital element of leases
14
(4 .0)
(5 .1)
Repayment of borrowings
(1 .8)
(0. 5)
Dividends paid
(11 . 4)
(10.6)
Net cash used in financing activities
(18 .0)
(16 .6)
Change in cash and cash equivalents
(13 .1)
13 .5
Cash and cash equivalents at beginning of the year
101 . 5
8 7. 7
Effect of exchange rate fluctuations on cash held
(2 .9)
0.3
Cash and cash equivalents at end of the year
18
85. 5
101 . 5
Cash and cash equivalents as per the Consolidated Statement of Financial Position
18
9 7. 8
1 12.7
Bank overdrafts
23
(12 .3)
(11 . 2)
85.5
101 . 5
Oxford Instruments plc
Annual Report 2024
154
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MATERIAL ACCOUNTING POLICIES
Year ended 31 March 2024
Oxford Instruments plc (the ‘Company’) is a company
incorporated and domiciled in the UK.
The Group Financial Statements have been prepared in
accordance with UK adopted International Accounting
Standards (IAS) in conformity with the requirements of the
Companies Act 2006 and interpretations issued by the IFRS
Interpretations Committee (IFRIC) applicable to companies
reporting under UK adopted IFRS.
The accounting policies set out below have, unless
otherwise stated, been applied consistently to all periods
presented in these Group Financial Statements.
The Financial Statements have been prepared on a
going concern basis based on the Directors’ opinion, after
making reasonable enquiries, that the Group has adequate
resources to continue in operational existence for the
foreseeable future.
The Group’s business activities and factors that are
considered likely to affect its performance and position in the
future are set out in the Strategic Report on pages 10 to 33.
The Finance Review on pages 58 to 69 discloses information
relevant to the Group’s financial position, its cash flows,
borrowing facilities and liquidity.
The directors have considered the appropriateness of the
going concern basis of preparation following a detailed
assessment of the risks to the Group as outlined above, up
to 30 June 2025, being a period of at least 12 months from
approval of the Report and Financial Statements.
On 19 March 2024 the Group entered into a new multi-
currency revolving facility agreement, which is committed
until March 2028 with 15-month and 12-month extension
options at the end of the first and second years respectively.
The facility has been entered into with four banks and
comprises a Euro-denominated multi-currency facility of
€95m and a US Dollar denominated multi-currency facility
of $150m. Debt covenants are net debt to EBITDA less than
3.0 times and EBITDA to interest greater than 4.0 times. At
the date of approving these financial statements, the facility
remains undrawn.
The relatively diverse nature of the Group together with
its current financial strength provides a solid foundation.
In its going concern assessment, the directors considered
several scenarios, including base case and downside
scenarios. The assessment is based on Board-approved
budget, incorporating severe but plausible scenarios in
the forecast. These scenarios reflected a 25% reduction
in the Group’s performance, a 25% increase in working
capital and a third scenario of incorporating both. In each
scenario the Group’s cash balances remained positive and
the facility remains undrawn throughout the going concern
period to 30 June 2025.
Based on this assessment, incorporating a review of current
position, the scenarios, the principal risks and mitigation, the
Directors have a reasonable expectation that the group will
be able to continue operating and meet its liabilities as the
fall due over the period to 30 June 2025 and there are no
material uncertainties which may cast significant doubt over
its ability to continue as a going concern.
(a) Changes in accounting standards
IFRS 17 Insurance Contracts provides consistent principles
for all aspects of accounting for insurance contracts within
the scope of the standard. The standard is effective for years
beginning on or after 1 January 2023 with a requirement to
restate comparatives.
The Group has reviewed whether its arrangements meet the
accounting definition of an insurance contract. While some
contracts may transfer an element of insurance risk, they
relate to warranty and service type agreements that are
issued in connection with the Group’s sales of its goods or
services and therefore will continue to be measured under
IFRS 15 Revenue from Contracts with Customers and IAS 37
Provisions, Contingent Liabilities and Contingent Assets.
The Directors are not aware of any other contracts where
IFRS 17 would have a material impact on the Consolidated
Financial Statements.
There are no other new standards or interpretations
issued by the IASB that had a significant impact on the
Consolidated Financial Statements.
There are no standards or amendments that are not yet
effective and that would be expected to have a material
impact on the Group in the current or future reporting periods
and on foreseeable future transactions.
(b) Significant estimates and judgements
The preparation of Financial Statements requires
management to make judgements, estimates and
assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from
these estimates.
Significant judgements
In the opinion of the Group there is one key judgement made
in the preparation of the Financial Statements in respect of
which taking a different view would have a material impact
on the Financial Statements:
Provision for inventory
Provision is made for obsolete, slow moving and defective
stock where there is evidence of impairment, to reduce
the carrying value to its net realisable value. This requires
consideration of several factors including but not limited
to recent usage, expected future demand, new product
introduction plans and likely realisable values to estimate
the excess quantities and net realisable value. The level
of provisioning requires certain estimates regarding future
demand and possible design changes to identify excess
quantities. Amounts provided represent in aggregate the
Group’s best estimate of the levels of provisioning required.
Significant estimates
Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects
only that period or in the period of the revision and future
periods if the revision affects both current and future periods.
Two key areas where estimates have been used and
assumptions applied have been identified as follows:
155Governance Financial StatementsStrategic ReportOverview
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Measurement of defined benefit scheme liabilities
The Group recognises and measures costs relating to
defined benefit pension schemes in accordance with IAS 19
(Revised) Employee Benefits. In applying IAS 19 (Revised)
the costs are assessed in accordance with the advice
of independent qualified actuaries. This requires certain
estimates and assumptions in relation to future changes in
salaries and inflation, as well as mortality rates, expected
returns on plan assets and the selection of suitable discount
rates. The factors affecting these assumptions are influenced
by wider macroeconomic factors that are largely outside of
the Group’s control. Sensitivity analysis is set out in Note 24.
Provisions for IP-related claims
Provisions for IP-related claims are recognised in the period
when it becomes probable that there will be a future outflow
of funds resulting from past expectations or events which
can be reasonably estimated. The timing of recognition
requires the application of judgement to existing facts and
circumstances which can be subject to change. Amounts
provided represent the Group’s best estimate of exposure
based on currently available information.
Key assumptions surrounding estimation uncertainty
relate to estimating potential royalty or profit sharing rates
surrounding any product-related intellectual property claims
(see Note 21).
Acquisition of First Light Imaging SAS
(First Light Imaging)
On the acquisition of a business in order to comply with IFRS
3 (Revised) Business Combinations it is necessary to reflect
the assets and liabilities acquired at their fair value. This
requires certain estimates and assumptions in relation to,
inter alia, the forecast performance of the acquired business,
the expected life of certain intangible assets and the likely
future customer base of the business. In order to assist in
undertaking this Fair Value exercise, the Group appointed an
external firm of advisors. The exercise is incomplete as at the
date of this report so the fair value adjustments are reported
on a provisional basis. The provisional fair value adjustments
arising from this review are set out in Note 11 on page 171.
(c) Basis of preparation and consolidation
The Financial Statements are presented in Sterling, rounded
to the nearest £0.1m and are prepared on the historical cost
basis except as described below under the heading ‘(e)
Financial instruments’.
The Group Financial Statements include the accounts
of Oxford Instruments plc and its subsidiary companies
adjusted to eliminate intra-Group balances and any
unrealised gains and losses or income and expenses
arising from intra-Group transactions.
Subsidiaries are entities controlled by the Group. Control exists
when the Group is exposed to or has rights to variable returns
from its investment with the investee and has the ability to
affect those returns through its power over the investee. In
assessing control, potential voting rights that are currently
exercisable or convertible are taken into account. The results
of subsidiary companies are included in the Consolidated
Financial Statements from the date that control commences
until the date that control ceases. The acquisition method is
used to account for the acquisition of subsidiaries.
(d) 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,
see pages 40 to 50. There has been no material impact
identified on the financial reporting judgements and
estimates. In particular, the Directors considered the impact
of climate change in respect of the following areas:
• going concern and viability of the Group;
• cash flow forecasts used in the impairment assessments
of non-current assets including goodwill; and
• carrying value and useful economic lives of property,
plant and equipment.
Whilst there is currently no medium-term impact expected
from climate change, the Directors are aware of the ever-
changing risks attached to climate change and will regularly
assess these risks against judgements and estimates made
in preparation of the Group’s Financial Statements.
(e) Financial instruments
Financial assets and liabilities are recognised in the Group’s
Consolidated Statement of Financial Position when the
Group becomes a party to the contractual provisions of the
instrument. Forward foreign exchange contracts (derivative
financial instruments) of the Group are used to hedge its
exposure to foreign currency risks arising from operational,
financing and investment activities. The Group does not hold
or issue derivative financial instruments for trading purposes.
The Group has chosen not to apply hedge accounting
in respect of these exposures. All derivatives are initially
recognised at fair value; attributable transaction costs are
recognised in profit or loss as incurred. Foreign exchange
contracts are classified as ‘fair value through profit and loss’
under IFRS 9. Subsequent to initial recognition, derivatives
are measured at fair value and gains or losses on the
settlement of such derivatives are recognised in operating
expenses. Where such derivatives relate to the following
date, being the present value of the forward price. The gain
or loss on remeasurement to fair value of forward exchange
contracts is recognised immediately in the Consolidated
Statement of Income.
Contingent purchase consideration is measured at fair value
at the date of acquisition and subsequently carried at fair
value, with movements recognised in the Consolidated
Statement of Income.
Interest-bearing borrowings are recognised initially at fair
value less attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated
at amortised cost with any difference between cost and
redemption value being recognised in the Consolidated
Statement of Income over the period of the borrowing on
an effective interest basis .
MATERIAL ACCOUNTING POLICIES continued
Year ended 31 March 2024
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(f) Property, plant and equipment
Property, plant and equipment is stated at historical cost
less provisions for impairment (see accounting policy k)
and depreciation which, with the exception of freehold land
which is not depreciated and rental assets (see below), is
provided on a straight-line basis over each asset’s estimated
economic life. Depreciation is provided based on historical
cost less estimated residual value. The principal estimated
economic lives used for this purpose are:
Furniture and fittings
10 years
Machinery and other equipment
5 to 10 years
Computer equipment
4 years
Vehicles
4 years
Machinery and other equipment, computer equipment
and vehicles are included within the ‘Plant and equipment’
subheading in Note 12.
For leasehold improvements, where the length of the lease
is less than the principal estimated economic lives noted
above, the length of the lease is used.
(g) Intangible assets
(i) Goodwill
All business combinations are accounted for by applying the
acquisition method. Goodwill represents amounts arising on
acquisition of subsidiaries. In respect of business acquisitions
that have occurred since 31 March 2004, goodwill represents
the difference between the cost of the acquisition and the
fair value of the assets, liabilities and contingent liabilities
acquired. In respect of acquisitions prior to this date, goodwill
is included on the basis of its deemed cost, which represents
the amount recorded under previous GAAP.
The Group expenses transaction costs associated with
its acquisitions and movements in liabilities relating to
contingent consideration within the Consolidated Statement
of Income in conformity with IFRS 3.
Goodwill arising on acquisitions is stated at cost less any
accumulated impairment losses and allocated to cash
generating units that are anticipated to benefit from the
combination. It is not amortised but is tested annually for
impairment (see accounting policy k), or more frequently
when there is an indicator that the unit may be impaired.
( ii) Development costs
Research & Development costs are charged to the
Consolidated Statement of Income in the year in which they
are incurred unless development expenditure is applied to
a plan or design for the production of new or substantially
improved products, in which case they are capitalised.
The criteria for capitalisation include demonstration of
the technical feasibility of completing a new intangible
asset that will be available for sale and that the asset
will generate probable future economic benefits. Where
expenditure meets the criteria, development costs are
capitalised and amortised through the Consolidated
Statement of Income over their useful economic lives.
(iii) Acquired intangible assets
An intangible asset acquired with a subsidiary undertaking is
recognised as an intangible asset if it is separable from the
acquired business or arises from contractual or legal rights,
is expected to generate future economic benefits and its
fair value can be reliably measured. The asset is amortised
through the Consolidated Statement of Income over its
useful economic life.
(iv) Amortisation
Amortisation of intangible assets is charged to the
Consolidated Statement of Income on a systematic basis
in proportion to the use of the assets over their estimated
useful economic lives as follows:
Capitalised development costs
3 to 5 years
Technology-related acquired intangibles
5 to 14 years
Development costs acquired intangibles
10 years
Software
10 years
Customer-related acquired intangible assets include a
number of different types of asset. For example, the shorter
end of the useful economic life relates to the order book of
acquired businesses, whilst the longer useful economic life
relates to assets such as trademarks .
(h) Trade and other receivables
Trade and other receivables are initially recognised at fair
value and subsequently stated at their amortised cost
less appropriate provision for impairment. The provision for
impairment of receivables is based on lifetime expected
credit losses, which is then updated for any reasonable and
supportable forward-looking information and expectations.
Lifetime expected credit losses are calculated by assessing
historic credit loss experience. The movement in the provision
is recognised in the Consolidated Statement of Income.
(i) Inventories
Inventories are stated at the lower of cost and net realisable
value. Cost includes materials, direct labour, an attributable
proportion of production overheads based on normal
operating capacity and all other expenditure incurred in
acquiring the inventories and bringing them to their existing
location and condition. Net realisable value is the estimated
selling price in the ordinary course of business, less the
estimated costs of completion and selling expenses.
Provision is made for obsolete, slow moving and defective
stock where appropriate in light of recent usage, expected
future requirements, new product introduction plans and
likely realisable values.
As outlined in Note (r) below, the revenue associated with
both the sale and installation of certain complex products is
recognised at the time that the installation is completed. The
net realisable value associated with complex products is
included in finished goods inventories where the installation
has not yet been completed.
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(j) Cash and cash equivalents
Cash and cash equivalents are carried in the Statement of
Financial Position at amortised cost.
Cash and cash equivalents comprise cash balances and call
deposits and are carried at amortised cost. Bank overdrafts
that are repayable on demand and form an integral part of
the Group’s cash management are included as a component
of cash and cash equivalents for the purpose of the
Statement of Cash Flows.
(k) Impairment of non-current assets
All non-current assets are tested for impairment whenever
events or circumstances indicate that their carrying value
may be impaired. Additionally, goodwill is subject to an
annual impairment review.
For the purposes of impairment testing, assets are grouped
together into the smallest group of assets that generates
cash flows from continuing use that are largely independent
of the cash inflows from other groups of assets.
An impairment loss is recognised in the Consolidated
Statement of Income under the administration and shared
services heading, to the extent that an asset’s carrying
value, or a cash generating unit’s carrying value, exceeds
its recoverable amount, which represents the higher of its
net realisable value and its value in use. Value in use is the
present value of the future cash flows expected to be derived
from the asset or from the cash generating unit to which it
relates. The present value is calculated using a discount rate
that reflects the current market assessment of the time value
of money and the risks specific to the asset concerned.
Impairment losses recognised in previous periods for an
asset other than goodwill are reversed if there has been
a change in estimates used to determine the asset’s
recoverable amount, but only to the extent that the carrying
amount of the asset does not exceed its carrying amount
had the impairment loss not been recognised in previous
periods. Impairment losses in respect of goodwill are
not reversed.
Impairment losses recognised in respect of cash generating
units are allocated first to reduce the carrying amount of
any goodwill allocated to cash generating units and then to
reduce the carrying amount of the other assets in the unit.
(l) Employee benefits
The Group operates a number of defined benefit and defined
contribution plans which require contributions to be made to
independent trustee-administered funds.
(i) Defined contribution plans
Obligations for contributions to defined contribution pension
plans are recognised as an expense in the Consolidated
Statement of Income as incurred.
(ii) Defined benefit plans
The Group’s net obligation in respect of defined benefit
pension plans is calculated separately for each plan by
estimating the amount of future benefit that current and past
employees have earned in return for their service in prior
periods. That benefit is discounted to determine its present
value and is deducted from the fair value of any plan assets.
Surpluses in schemes are recognised as assets only if they
represent economic benefits available to the Group in the
future. The calculation is performed by a qualified actuary
using the projected unit credit method.
All actuarial gains and losses in calculating the Group’s net
obligation are recognised in the Consolidated Statement of
Comprehensive Income in the year.
The charge to the Consolidated Statement of Income reflects
the current service cost. The interest expense or income is
calculated on the net defined benefit asset by applying the
discount rate to the net defined benefit asset, and is included
within financial expenditure or financial income in the
Consolidated Statement of Income respectively.
(iii) Share-based payment transactions
The fair value of equity settled share option programmes is
measured at grant date and charged to the Consolidated
Statement of Income, with a corresponding increase in
equity, on a straight-line basis over the period during which
the employees become unconditionally entitled to the
options. The fair value of the options granted is measured
using an option valuation model, taking into account the
terms and conditions upon which the options were granted.
The amount recognised as an expense is adjusted to reflect
the actual number of share options that vest, except where
forfeiture is only due to market performance conditions not
being met.
(m) Provisions
A provision is recognised in the Consolidated Statement
of Financial Position when the Group has a present legal
or constructive obligation as a result of a past event and
it is probable that an outflow of economic benefits will be
required to settle the obligation. A provision for warranty
and product-related liability is recognised when the
underlying products are sold. A provision for restructuring is
recognised when the Group has approved a detailed and
formal restructuring plan and the restructuring has either
commenced or has been announced publicly.
A provision for onerous contracts is recognised when
the expected benefits to be derived by the Group from a
contract are lower than the unavoidable cost of meeting
its obligations under the contract. A provision for a claim
or dispute is made when it is considered probable that an
adverse outcome will occur and the amount of the loss
can be reasonably estimated.
Contractual and other provisions represent the Directors’
best estimate of the cost of settling future obligations
where the Directors, taking into account professional advice
received, assess that it is more likely than not that such
proceedings may be successful.
If the effect is material, provisions are determined by
discounting the expected future cash flows at a pre-tax
rate that reflects current market assessments of the time
value of money and, where appropriate, the risks specific
to the liabilities.
MATERIAL ACCOUNTING POLICIES continued
Year ended 31 March 2024
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A receivable is recognised for products when control passes
over to customer, and for installation when the customer
confirms acceptance of the installation, since this is the point
in time that the consideration is unconditional because only
the passage of time is required before the payment is due.
In the case of fixed-price contracts, the customer pays
the fixed amount based on a payment schedule. If the
performance obligations met by the Group exceed the
payment, a contract asset is recognised. If the payments
exceed the performance obligation, a contract liability
is recognised.
In the NanoScience business, which is part of the Research
& Discovery segment, certain contracts for the sale of
more complex systems are deemed to comprise just one
performance condition as customers are unable to realise
the economic benefit from having received the equipment
without the specialist installation. Given the highly
interdependent nature of the product and installation, this
performance condition is met, and the revenue recognised,
when the customer confirms acceptance of the installed
product at their premises.
In the Service & Healthcare segment, revenue for fixed term
maintenance and support contracts is recognised over time
using the output method by determining the proportion of
the elapsed time relative to the contract period. Where the
Service & Healthcare segment makes asset sales, similar
considerations as those set out for the other segments as
outlined above are applied.
Revenue excludes value added tax and similar sales-based
taxes and is stated before commission payable to agents
which is recognised in cost of sales.
(r) Income taxes
Income tax on the profit or loss for the year comprises
current and deferred tax. Income tax is recognised in profit or
loss except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable
income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax
payable in respect of previous years.
Tax positions are reviewed to assess whether a provision
should be made based on prevailing circumstances.
Tax provisions are included within current taxation
liabilities. Deferred tax positions are measured on an
undiscounted basis.
Additional income taxes that arise from the distribution of
dividends are recognised at the same time as the liability
to pay the related dividend.
Where there is uncertainty surrounding an income tax
position, consideration is given to whether the tax authority
(with full knowledge of the facts) would probably be
more or less likely to accept the uncertain tax position. If
the conclusion reached is that it is probable that the tax
authority would not accept a tax position a provision is
calculated either as the most likely outcome (where the
possible outcomes are binary or concentrated on one value)
or as the expected value (where there is a range of possible
outcomes) depending on which method would provide the
better prediction for the resolution of the uncertainty .
(n) Customer deposits
Customer deposits are classified as contract liabilities and
included within trade and other payables in the Statement of
Financial Position.
Customer deposits represent the cash payments received
or consideration due from customers prior to the recognition
of revenue in respect of product sales; for example, deposits
received on order (and shipment in the case of complex
products where revenue is not recognised until installation) .
(o) Government grants
Grants from governments are recognised at their fair
value where there is a reasonable assurance that the
grant will be received and the Group will comply with all
attached conditions.
Government grants relating to costs are deferred and
recognised in the Consolidated Statement of Income
over the period necessary to match them with the costs
they are intended to compensate. Government grants
relating to property, plant and equipment are deducted
from the carrying amount of the asset and are credited
to the Consolidated Statement of Income on a straight-
line basis over the expected useful economic lives of the
related assets.
(p) Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair
value less attributable transaction costs. Subsequent to
initial recognition, interest-bearing borrowings are stated
at amortised cost with any difference between cost and
redemption value being recognised in the Consolidated
Statement of Income over the period of the borrowings
on an effective interest basis.
(q) Revenue
Revenue is recognised in the Consolidated Statement of
Income when the performance conditions in the contract
with the customer are met.
In most cases where the contract includes the sale of both
a product and installation then the sale of the product
and the related installation are treated as two separate
performance conditions. This is because the Group considers
that the customer is able to benefit from the product even
if the Group does not supply installation, i.e. it would be
possible for them to arrange installation by a third party.
In such situations, revenue in respect of the product is
recognised when control passes to the customer which is
normally upon shipment of the product. Revenue in respect
of the installation is recognised when the customer confirms
acceptance of the installation. Revenue in respect of both
product and installation is recognised at a point when it is
considered the performance conditions are met.
Revenue is allocated between the product and installation
based on the relative standalone selling prices of those
products and installation activities. Where it is difficult to
establish a standalone selling price by market comparator,
the standalone selling price is estimated, where required,
by applying the cost plus margin approach .
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(t) Segment reporting
An operating segment is a distinguishable component of
the Group that engages in business activities from which
it may earn revenues and incur expenses, including any
revenues and expenses that relate to transactions with any
of the Group’s other components. Operating components are
combined into aggregated operating segments to the extent
that they have similar economic characteristics. Aggregated
operating segments’ operating results are reviewed regularly
by the Group’s Board of Directors to make decisions about
resources to be allocated to the segment and to assess
its performance, for which discrete financial information is
available. Segment results that are reported to the Board
include items directly attributable to a segment as well as
those that can be allocated on a reasonable basis.
A reportable segment is an aggregated operating segment
in respect of which revenue or profit exceeds 10% of the
Group total. Discrete financial information is disclosed for
each reportable segment .
( s) Leases
The Group recognises a right-of-use asset and a 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 adjusted for any lease
payments made at or before the commencement date, plus
any initial direct costs incurred and an estimate of costs to
dismantle and remove the underlying asset or to restore the
underlying asset or the site on which it is located, less any
lease incentives received.
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 right-of-use asset or
the end of the lease term. The estimated useful lives of right-
of-use assets are determined on the same basis as those of
property and equipment. In addition, the right-of-use asset
is periodically reduced by impairment losses, if any, and
adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of
the lease payments that are not paid at the commencement
date, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the lessee’s
incremental borrowing rate. Generally, the Group uses its
incremental borrowing rate as the discount rate.
Lease payments included in the measurement of the lease
liability comprise fixed payments.
The lease liability is measured at amortised cost using the
effective interest method. It is remeasured when there is a
change in future lease payments arising from a change in
an index or rate, if there is a change in the Group’s estimate
of the amount expected to be payable under a residual
value guarantee, or if the Group changes its assessment of
whether it will exercise a purchase, extension or termination
option. If such remeasurement is required, it is performed
using the original incremental borrowing rate, unless there
is a change in estimated lease term; in which case it is
performed using a new incremental borrowing rate.
When the lease liability is remeasured in this way, a
corresponding adjustment is made to the carrying amount
of the right-of-use asset, or is recorded in profit or loss if the
carrying amount of the right-of-use asset has been reduced
to zero.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets
and lease liabilities for short-term leases of machinery that
have a lease term of 12 months or less and leases of low-
value assets, including IT equipment. The Group recognises
the lease payments associated with these leases as an
expense on a straight-line basis over the lease term .
MATERIAL ACCOUNTING POLICIES continued
Year ended 31 March 2024
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 Segment information
The Group has nine operating segments. These operating segments have been combined into three aggregated operating
segments to the extent that they have similar economic characteristics, with relevance to products and services, type and
class of customer, methods of sale and distribution and the regulatory environment in which they operate. Each of these three
aggregated operating segments is a reportable segment. The aggregated operating segments are as follows:
• the Materials & Characterisation segment comprises a group of businesses focusing on applied R&D and commercial
customers, enabling the fabrication and characterisation of materials and devices down to the atomic scale;
• the Research & Discovery segment comprises a group of businesses providing advanced solutions that create unique
environments and enable measurements down to the molecular and atomic level which are used in fundamental
research; and
• the Service & Healthcare segment provides customer service and support for the Group’s products and the service of third-
party healthcare imaging systems.
The Group’s internal management structure and financial reporting systems differentiate the three aggregated operating
segments based on the economic characteristics discussed above.
Reportable segment results include items directly attributable to a segment as well as those which can be allocated on
a reasonable basis. The operating results of each are regularly reviewed by the Chief Operating Decision Maker, which is
deemed to be the Executive Directors. Discrete financial information is available for each segment and used by the Executive
Directors for decisions on resource allocation and to assess performance. No asset information is presented below as this
information is not presented in reporting to the Group’s Executive Directors.
On 9 January 2024, the Group acquired 100% of the issued share capital of First Light Imaging which has been integrated into
the Research & Discovery segment. Further information can be found in Note 11.
Results
Total segment revenue
252.2
142.1
76.1
470.4
Segment adjusted operating profit
46.4
13.6
20.3
80.3
Total segment revenue
234.5
139.4
70.8
444.7
Segment adjusted operating profit
40.5
18.0
22.0
80.5
Revenue in the Materials & Characterisation and Research & Discovery segments represents the sale of products. Revenue in
the Service & Healthcare segment relates to service income. No individual customer accounts for more than 10% of revenue.
As at 31 March 2024, the Group had unfulfilled performance obligations under IFRS 15 of £301.5m (2023: £319.6m). It is
anticipated that £277.3m (2023: £303.0m) of this balance will be satisfied within one year. The remainder is anticipated to be
satisfied in the following financial year .
161Governance Financial StatementsStrategic ReportOverview
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1 Segment information continued
Reconciliation of reportable segment profit
Segment adjusted operating profit
46.4
13.6
20.3
–
80.3
Intellectual property litigation settlement
–
3.3
–
–
3.3
Adjustments relating to defined benefit pension schemes
–
–
–
(0.4)
(0.4)
Transaction-related costs
–
(1.0)
–
–
(1.0)
Restructuring costs and charges associated with
management changes
(1.7)
–
–
(2.0)
(3.7)
Intellectual property litigation costs
–
(0.4)
–
–
(0.4)
Amortisation and impairment of acquired intangibles
(3.0)
(6.1)
–
–
(9.1)
Fair value movement on financial derivatives
–
–
–
(0.7)
(0.7)
Financial income
–
–
–
4.7
4.7
Financial expenditure
–
–
–
(1.7)
(1.7)
Profit/(loss) before income tax
41.7
9.4
20.3
(0.1)
71.3
Segment adjusted operating profit
40.5
18.0
22.0
–
80.5
Restructuring costs
(0.4)
–
–
–
(0.4)
Release of provision on disposal
–
–
0.4
–
0.4
Intellectual property litigation
–
(0.5)
–
–
(0.5)
Impairment of capitalised development costs
(0.8)
–
–
–
(0.8)
WITec post-acquisition gross margin adjustment
(0.5)
–
–
–
(0.5)
Amortisation and impairment of acquired intangibles
(3.1)
(6.2)
–
–
(9.3)
Fair value movement on financial derivatives
–
–
–
3.0
3.0
Financial income
–
–
–
2.7
2.7
Financial expenditure
–
–
–
(1.6)
(1.6)
Profit before income tax
35.7
11.3
22.4
4.1
73.5
2024
Capital expenditure
(18.0)
(6.6)
(0.1)
(2.3)
(27.0)
Depreciation of property, plant and equipment
(3.3)
(1.5)
–
(0.5)
(5.3)
Amortisation of right-of-use assets
(2.4)
(0.4)
–
(2.2)
(5.0)
Amortisation and impairment of acquired intangibles
(3.5)
(6.3)
–
–
(9.8)
Capitalised development expenditure
(0.1)
(0.6)
–
–
(0.7)
Capital expenditure
(28.6)
(2.7)
–
(1.0)
(32.3)
Depreciation of property, plant and equipment
(3.0)
(1.2)
–
(0.6)
(4.8)
Amortisation of right-of-use assets
(2.1)
(0.5)
–
(2.0)
(4.6)
Amortisation and impairment of acquired intangibles
(6.0)
(6.3)
–
–
(12.3)
Capitalised development expenditure
(0.4)
(0.2)
–
–
(0.6 )
NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
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The Group’s revenue by destination of the end user is as follows:
Revenue
UK
30.4
29.4
China
127. 4
107.4
Japan
43.5
46.7
USA
111.6
121.2
Germany
35.5
32.1
Rest of Europe
50.3
43.4
Rest of Asia
50.6
47.1
Rest of World
21.1
17.4
470.4
444.7
UK
191.0
189.6
Germany
32.1
34.8
USA
12.5
13.9
Japan
6.2
1.9
China
4.0
2.9
Rest of Europe
22.1
6.5
Rest of Asia
0.2
0.2
Rest of World
0.3
0.3
268.4
250.1
2 Adjusting items
In the preparation of adjusted numbers, the Directors exclude certain items in order to assist with comparability between
peers and to give what they consider to be a better indication of the underlying performance of the business. In determining
whether an event or transaction is an adjusting item, the Directors consider quantitative as well as qualitative factors such as
the frequency or predictability of occurrence. Examples of exceptional items include acquisition-related costs, one-time past
service costs on defined benefit pension schemes, and one-time intellectual property litigation costs.
These adjusting items are excluded in the calculation of adjusted operating profit, adjusted profit before tax, adjusted profit for
the year, adjusted EBITDA, adjusted EPS, adjusted cash conversion and adjusted effective tax rate. Details of adjusting items
are given below.
Adjusted EBITDA is calculated by adding back depreciation of property, plant and equipment, amortisation of right-of-use
assets and amortisation of intangible assets to adjusted operating profit, and can be found in the Consolidated Statement of
Cash Flows. The calculation of adjusted EPS can be found in Note 10. Adjusted effective tax rate is calculated by dividing the
share of tax attributable to adjusted profit before tax by adjusted profit before tax. The definition of cash conversion is set out
in the Finance Review.
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
2 Adjusting items continued
Reconciliation between operating profit and profit before income tax and adjusted profit
2024
2023
Statutory measure
68.3
71.3
72.4
73.5
Intellectual property litigation settlement
(3.3)
(3.3)
–
–
Release of provision on disposal
–
–
(0.4)
(0.4)
Adjustments relating to defined benefit pension schemes
0.4
0.4
–
–
Transaction-related costs
1.0
1.0
–
–
WITec post-acquisition gross margin adjustment
–
–
0.5
0.5
Restructuring costs and charges associated with
management changes
3.7
3.7
0.4
0.4
Intellectual property litigation costs
0.4
0.4
0.5
0.5
Impairment of capitalised development costs
–
–
0.8
0.8
Amortisation and impairment of acquired intangibles
9.1
9.1
9.3
9.3
Fair value movement on financial derivatives
0.7
0.7
(3.0)
(3.0)
Unwind of discount in respect of contingent consideration
–
–
–
0.4
Total adjusting items
12.0
12.0
8.1
8.5
Adjusted measure
80.3
83.3
80.5
82.0
Adjusted income tax expense
(20.3)
(17.0)
Adjusted profit
80.3
63.0
80.5
65.0
Adjusted effective tax rates
24.4%
20.7%
Intellectual property litigation settlement
This represents one-off settlement income in the Research & Discovery segment from defending our intellectual property.
Release of provision on disposal
The costs in the prior year represent the release of the provision on disposal of the OI Healthcare business in the US in 2020.
Adjustments relating to defined benefit pension schemes
During the year, the Group recognised a one-off charge of £0.4m in respect of removing the pension increase exchange at
retirement option for deferred members. This past service cost is reflected in the retirement benefit obligations as shown in
Note 24.
Transaction-related costs
These represent the costs of one-off charges incurred at the balance sheet date relating to transactional work.
WITec post-acquisition gross margin adjustment
The finished goods and work-in-progress inventories were revalued to fair value, based on selling price less costs to sell.
The adjustments in the prior period relate to the gross margin which would have been earned on post-acquisition sales to
31 March 2023, but which has been absorbed into the acquisition date fair value. This has not occurred, as all such inventory
at the acquisition date had been delivered to customers by 31 March 2023.
Restructuring costs and charges associated with management changes
In the current year, these represent £1.7m of costs associated with the relocation of production facilities within the
semiconductor business and charges of £2.0m incurred in respect of the recruitment of the new CEO and one-off dual-running
costs associated with this appointment. In the prior year, these represent the costs of one-off restructuring charges within the
Materials & Characterisation segment .
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Intellectual property litigation costs
These represent one-off legal costs to defend our intellectual property.
Impairment of capitalised development costs
During the prior year, the Group reviewed the capitalised development costs to ensure they remained directly related to
targeted product or software developments. The one-off non-cash impairment relates to delays in market launch of specific
development projects within the Materials & Characterisation segment.
Amortisation and impairment of acquired intangibles
Adjusted profit excludes the non-cash amortisation and impairment of acquired intangible assets and goodwill.
Fair value movement on financial derivatives
Under IFRS 9, all derivative financial instruments are recognised initially at fair value. Subsequent to initial recognition, they
are also measured at fair value. In respect of instruments used to hedge foreign exchange risk and interest rate risk, the Group
does not take advantage of the hedge accounting rules provided for in IFRS 9 since that standard requires certain stringent
criteria to be met in order to hedge account, which, in the particular circumstances of the Group, are considered by the Board
not to bring any significant economic benefit. Accordingly, the Group accounts for these derivative financial instruments at
fair value through profit or loss. To the extent that instruments are hedges of future transactions, adjusted profit for the year
is stated before changes in the valuation of these instruments so that the underlying performance of the Group can be more
clearly seen.
Unwind of discount in respect of contingent consideration
Adjusted profit in the prior year excluded the unwind of the discount in respect of the contingent consideration on the
acquisition of WITec.
Adjusted income tax expense
Statutory income tax is adjusted for the income tax impact on the adjusting items described above. In the current year,
adjusted income tax also includes a prior year adjustment in relation to deferred tax recognised on the Asylum intangibles.
Reconciliation of changes in cash and cash equivalents to movement in net cash after borrowings
Net (decrease)/increase in cash and cash equivalents
(13.1)
13.5
Effect of exchange rate fluctuations on cash held
(2.9)
0.3
Movement in net cash in the year
(16.0)
13.8
Bank loans at First Light Imaging acquired
(2.2)
–
Repayment of borrowings
1.8
0.5
Net cash after borrowings at the start of the year
100.2
85.9
Net cash after borrowings at the end of the year
83.8
100.2
Reconciliation of net cash after borrowings to Statement of Financial Position
Bank loans at First Light Imaging
(0.8)
–
Covid-19 loan at WiTec
(0.9)
(1.3)
Overdrafts
(12.3)
(11.2)
Cash and cash equivalents
97. 8
112.7
Net cash after borrowings at the end of the year
83.8
100.2
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
3 Research and development (R&D)
The total research and development spend by the Group is as follows:
R&D expense charged to the Consolidated Statement of Income
28.0
11.1
39.1
Less: depreciation of R&D-related fixed assets
–
(0.2)
(0.2)
Add: amounts capitalised as fixed assets
0.2
–
0.2
previously capitalised as intangibles
(0.5)
(0.1)
(0.6)
Add: amounts capitalised as intangible assets
0.1
0.6
0.7
Total cash spent on R&D during the year
27.8
11.4
39.2
R&D expense charged to the Consolidated Statement of Income
26.5
10.2
36.7
Less: depreciation of R&D-related fixed assets
–
(0.3)
(0.3)
Add: amounts capitalised as fixed assets
–
–
–
Less: amortisation of R&D costs previously capitalised as intangibles
(2.1)
(0.1)
(2.2)
Add: amounts capitalised as intangible assets
0.4
0.2
0.6
Total cash spent on R&D during the year
24.8
10.0
34.8
4 Employee information
Personnel costs incurred during the year were as follows:
Wages and salaries
131.5
121.9
Social security costs
15.5
17.1
Contributions to defined contribution plans (Note 24)
6.4
6.1
Defined benefit income (Note 24)
(1.0)
(1.1)
Charge in respect of employee share options
3.0
2.4
155.4
146.4
Directors’ emoluments are disclosed in the Remuneration Report on pages 120 to 143 of this Report and Financial Statements .
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The average monthly number of people employed by the Group (including Directors and temporary employees) during the
year was as follows:
Production
894
796
Sales and Marketing
555
495
Research and Development
487
456
Administration and Shared Services
308
280
2,244
2,027
5 Auditor’s remuneration
Audit of these Financial Statements
345
250
– Audit of Financial Statement of subsidiaries pursuant to legislation
757
542
– Audit-related assurance services
50
47
– Other assurance services
8
8
Total fees payable to the auditor and its associates
1,160
847
6 Financial income
Interest receivable
3.2
1.1
Interest credit on pension scheme net assets
1.5
1.6
4.7
2.7
7 Financial expenditure
Bank interest payable
0.9
0.7
Interest on lease liabilities
0.8
0.5
Unwind of discount on contingent consideration
–
0.4
1.7
1.6
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
8 Taxation
Income tax expense
Current year
17.1
10.2
Adjustment in respect of prior years
1.1
0.3
18.2
10.5
Origination and reversal of temporary differences
1.6
5.1
Adjustment in respect of prior years
0.8
(0.7)
2.4
4.4
Total tax expense
20.6
14.9
Profit before income tax
71.3
73.5
Income tax using the weighted average statutory tax rate of 25% (2023: 21%)
17.8
15.4
Tax rates other than the weighted average statutory rate
(0.2)
0.3
Change in rate at which deferred tax recognised
–
1.0
Transaction costs, deferred consideration and impairments not deductible for tax
0.4
–
Non-taxable income and expenses
0.7
(1.4)
Adjustment in respect of prior years
1.9
(0.4)
Total tax expense
20.6
14.9
Current tax – relating to employee benefits
(2.1)
–
Deferred tax – relating to employee benefits
(2.7)
(9.7)
Current tax – relating to share options
(0.6)
–
Deferred tax – relating to share options
1.1
(0.7)
The rate of UK corporation tax increased to 25% from 1 April 2023. The UK deferr ed tax assets and liabilities have been
calculated based on the enacted rate of 25%.
The Group carries tax provisions in relation to uncertain tax positions arising from the possible outcome of negotiations with
tax authorities. The provision is calculated using the expected value method from a range of possibilities and assumes that
the tax authorities have full knowledge of the facts. Such provisions reflect the geographical spread of the Group’s operations
and the variety of jurisdictions in which it carries out its activities .
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Deferred tax
Balance at 1 April 2022
(0.9)
3.2
( 7. 8)
(7.0)
6.7
4.1
(1.7)
Recognised in income
(3.1)
0.4
(2.5)
2.0
(1.5)
0.3
(4.4)
Recognised in other comprehensive income
–
–
9.7
–
–
–
9.7
Recognised directly in equity
–
–
0.7
–
–
–
0.7
Effect of movements in foreign exchange rates
–
0.1
–
–
0.3
–
0.4
Balance at 31 March 2023
(4.0)
3.7
0.1
(5.0)
5.5
4.4
4.7
Recognised in income
(3.4)
0.7
1.0
1.4
(2.1)
–
(2.4)
Recognised in other comprehensive income
–
–
2.7
–
–
–
2.7
Recognised directly in equity
–
–
(1.1)
–
–
–
(1.1)
Acquired on business combination
–
–
–
(2.5)
–
–
(2.5)
Effect of movements in foreign exchange rates
(0.1)
(0.1)
(0.3)
–
–
(0.1)
(0.6)
Balance at 31 March 2024
(7.5)
4.3
2.4
(6.1)
3.4
4.3
0.8
The deferred tax category of ‘Other’ includes deferred tax recognised on accounting general liability accruals/provisions,
deferred revenue and bad debts. Deferred tax is recognised on provisions made against inventory on which tax relief has not
yet been granted.
Certain deferred tax assets and liabilities have been offset as follows:
Assets
Liabilities
Net
Gross assets/(liabilities)
15.6
15.6
(14.8)
(10.9)
0.8
4.7
Offset
(1.9)
(3.1)
1.9
3.1
–
–
Net assets/(liabilities)
13.7
12.5
(12.9)
(7.8)
0.8
4.7
Deferred tax assets have not been recognised in respect of the following items:
Tax losses
0.5
0.3
The tax losses and the deductible temporary differences do not expire under current tax legislation. Deferred tax assets
recognised on tax losses relate to gross unrecognised losses of £2.3m (2023: £1.1m). Deferred tax assets have not been
recognised in respect of these items as it is not probable that future taxable profits will be available in the subsidiaries
concerned against which the Group can utilise the brought forward tax losses.
No deferred tax liability has been recognised in respect of £59.2m (2023: £50.6m) of undistributed earnings of overseas
subsidiaries since the majority of such distributions would not be taxable. In other cases the Group considers that it is able to
control the timing of remittances so that any tax is not expected to arise in the foreseeable future .
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
9 Dividends
The following dividends per share were paid by the Group:
Previous period final dividend
14.9
13.7
Current period interim dividend
4.9
4.6
19.8
18.3
The following dividends per share were proposed by the Group in respect of each accounting period presented:
Interim dividend
4.9
4.6
Final dividend
15.9
14.9
20. 8
19.5
The final dividend for the year to 31 March 2023 of 14.9 pence per share was approved by shareholders at the Annual General
Meeting on 19 September 2023 and was paid on 12 October 2023. The interim dividend for the year to 31 March 2024 of 4.9
pence was approved by a sub-committee of the Board on 13 November 2023 and was paid on 12 January 2024.
The proposed final dividend for the year ended 31 March 2024 of 15.9 pence per share was not provided at the year end and
is subject to shareholder approval at the Annual General Meeting on 25 July 2024. It is expected to be paid on 20 August
2024, to shareholders on the register on the record date of 12 July 2024, with an ex-dividend date of 11 July 2024 and with the
last date of election for the Dividend Reinvestment Plan (DRIP) being 30 July 2024.
10 Earnings per share
Basic earnings per ordinary share (EPS) is calculated by dividing the profit attributable to equity shareholders of the parent
by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares held by the Employee
Benefit Trust, which have been treated as if they had been cancelled.
For the purposes of calculating diluted and diluted adjusted EPS, the weighted average number of ordinary shares is adjusted
to include the weighted average number of ordinary shares that would be issued on the conversion of all potentially dilutive
ordinary shares expected to vest, relating to the company’s share-based payment plans. Potential ordinary shares are only
treated as dilutive when their conversion to ordinary shares would decrease EPS.
The following table shows the weight average number of shares used in the calculation and the effect of share options on the
calculation of diluted earnings per share:
Weighted average number of shares outstanding
57.9
57.7
Less: weighted average number of shares held by Employee Benefit Trust
(0.1)
–
Weighted average number of shares used in calculation of basic earnings per share
57. 8
57.7
Effect of shares under option
0.8
0.7
Number of ordinary shares per diluted earnings per share calculations
58.6
58.4
Basic and diluted EPS are based on the profit for the period attributable to equity shareholders of the parent, as reported
in the Consolidated Statement of Income. Adjusted and diluted adjusted EPS are based on adjusted profit for the period,
as reported in Note 2:
2024
2023
£m
Pence
£m
Pence
Profit attributable to equity shareholders of the parent/Basic EPS
50.7
87.7
58.6
101.6
Total underlying adjustments to profit before tax (Note 2)
12.0
20.8
8.5
14.7
Related tax effects
0.3
0.5
(2.1)
(3.6)
of the parent/adjusted EPS
63.0
109.0
65.0
112.7
Diluted basic EPS
86.5
100.3
Diluted adjusted EPS
107. 5
111.3
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11 Acquisitions
Acquisition of First Light Imaging
On 9 January 2024, the Group acquired 100% of the issued share capital of First Light Imaging SAS (‘First Light Imaging’)
on a cash-free, debt-free basis for consideration of €18.7m (£16.0m), of which €3.0m (£2.5m) was conditional on trading
performance over a period of 12 months from the acquisition. The conditions for the deferred consideration were meeting
certain revenue, order and margin thresholds. In the calculations below, it has been assumed that these thresholds have
been met.
The book and provisional fair value of the assets and liabilities acquired is given in the table below. Provisional values have
been used for all assets and liabilities, including deferred tax, because the initial acquisition accounting is incomplete at the
date of this report. Fair value adjustments have been made to better align the accounting policies of the acquired business
with the Group accounting policies and to reflect the fair value of assets and liabilities acquired.
Intangible assets
0.1
10.3
10.4
Property, plant and equipment
0.5
–
0.5
Right-of-use assets
0.7
–
0.7
Inventories
1.7
–
1.7
Trade and other receivables
2.9
–
2.9
Deferred tax
–
(2.6)
(2.6)
Trade and other payables
(2.1)
–
(2.1)
Lease liabilities
(0.7)
–
(0.7)
Bank loans
(2.2)
–
(2.2)
Cash
0.6
–
0.6
Net assets acquired
1.5
7.7
9.2
Goodwill
5.4
Total consideration
14.6
Net debt acquired
1.6
Deferred consideration after discounting to transaction date
(2.8)
Net cash outflow relating to the acquisition
13.4
The goodwill arising is considered to represent the value of the acquired workforce and the value of technology that has not
been individually fair valued.
Acquisition-related costs in the year of £0.7m were expensed to the Consolidated Statement of Income as an adjusting item in
the administration and shared services cost line. There were no acquisition-related costs in the prior year.
The acquisition contributed revenue of £0.6m, adjusted operating loss of £0.6m and a statutory loss before tax of £0.6m to the
Group’s profit for the prior year.
If the acquisition had occurred on the first day of the year the acquisition would have contributed revenue of £5.7m, adjusted
operating profit of £0.3m and a statutory result before tax of £0.3m in the year.
Acquisition of WITec
On 31 August 2021, the Group acquired 100% of the issued share capital of WITec Wissenschaftliche Instrumente und
Technologie GmbH (‘WITec’) on a cash-free, debt-free basis for consideration of €42m (£36.0m), of which €5m (£4.3m)
was conditional on trading performance over a period of 12 months from the acquisition. The conditions for the deferred
consideration were meeting certain revenue, order and margin thresholds.
In the prior year, contingent consideration of £4.8m was paid based on the performance of the Oxford Instruments WITec
business in the year to 31 August 2022. The difference of £0.5m between contingent consideration provided at acquisition
and that paid in January 2023 was due to an adjustment to the net assets purchased.
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
12 Property, plant and equipment
Balance at 1 April 2022
21.8
40.4
8.3
70.5
Additions
24.2
6.0
2.1
32.3
Disposals
(0.1)
(3.7)
(0.3)
(4.1)
Exchange differences
–
0.4
0.1
0.5
Balance at 31 March 2023 and 1 April 2023
45.9
43.1
10.2
99.2
Additions – business combinations
0.1
0.3
0.1
0.5
Additions
15.8
9.7
1.5
27.0
Disposals
(0.6)
(0.5)
(0.1)
(1.2)
Exchange differences
0.3
0.4
(0.2)
0.5
Balance at 31 March 2024
61.5
53.0
11.5
126.0
Balance at 1 April 2022
5.5
27.4
5.9
38.8
Depreciation charge for the year
0.4
4.0
0.4
4.8
Disposals
–
(3.7)
(0.3)
(4.0)
Exchange differences
–
0.3
–
0.3
Balance at 31 March 2023 and 1 April 2023
5.9
28.0
6.0
39.9
Depreciation charge for the year
0.5
4.2
0.6
5.3
Disposals
(0.5)
(0.5)
(0.1)
(1.1)
Exchange differences
–
1.4
–
1.4
Balance at 31 March 2024
5.9
33.1
6.5
45.5
Balance at 1 April 2022
16.3
13.0
2.4
31.7
Balance at 31 March 2023 and 1 April 2023
40.0
15.1
4.2
59.3
Balance at 31 March 2024
55.6
19.9
5.0
80.5
Included within land and buildings are assets under construction with additions in the year of £12.2m and a carrying amount
of £33.2m (2023: £31.3m).
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13 Intangible assets
Balance at 1 April 2022
122.6
33.1
98.2
1.8
49.2
4.3
309.2
Additions – internally generated
–
–
–
–
0.6
–
0.6
Disposals
–
–
–
–
(12.5)
–
(12.5)
exchange rates
2.0
1.0
2.8
–
–
–
5.8
and 1 April 2023
124.6
34.1
101.0
1.8
37. 3
4.3
303.1
Additions – business combinations
5.4
0.2
10.1
–
–
0.1
15.8
Additions – internally generated
–
–
–
–
0.7
0.2
0.9
Disposals
–
–
–
–
(2.8)
–
(2.8)
exchange rates
(0.8)
(0.4)
(1.3)
–
–
–
(2.5)
Balance at 31 March 2024
129.2
33.9
109.8
1.8
35.2
4.6
314.5
Balance at 1 April 2022
22.2
24.8
71.9
1.5
45.2
2.9
168.5
Amortisation and impairment charged
–
1.4
7.8
0.1
2.2
–
11.5
Disposals – other
Effect of movements in foreign
–
–
–
–
(12.5)
–
(12.5)
exchange rates
0.7
0.8
1.9
–
–
0.1
3.5
and 1 April 2023
22.9
27.0
81.6
1.6
34.9
3.0
171.0
Amortisation and impairment charged
–
1.2
7.9
–
0.6
0.1
9.8
Disposals
–
–
–
–
(2.8)
–
(2.8)
exchange rates
(0.3)
(0.4)
(0.6)
(0.3)
0.1
0.1
(1.4)
Balance at 31 March 2024
22.6
27.8
88.9
1.3
32.8
3.2
176.6
Balance at 1 April 2022
100.4
8.3
26.3
0.3
4.0
1.4
140.7
and 1 April 2023
101.7
7.1
19.4
0.2
2.4
1.3
132.1
Balance at 31 March 2024
106.6
6.1
20.9
0.5
2.4
1.4
137.9
During the year the Group made impairments of £nil (2023: £0.8m) in respect of capitalised development costs. Further
information can be found in Note 1 .
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
13 Intangible assets continued
The following intangible assets are considered material by the Directors as they represent 98% (2023: 97%) of total acquired
intangible assets:
2024
2023
period years
£m
Trademarks – Andor
3.9
15.0
4.8
4.7
– Product related
7.3
12.0
1.8
11.9
– Software related
–
10.0
–
0.9
Trademarks – WITec
2.0
10.0
7.6
2.3
Technology, know–how and patents – WITec
2.4
5.0
2.6
3.6
Trademarks – First Light Imaging
0.2
2.0
1.8
–
– OCAM
0.3
12.0
11.8
–
– C-RED
9.3
14.0
13.8
–
Technology, know–how and patents – Asylum
1.0
12.0
0.7
2.4
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGUs) that are expected
to benefit from that business combination. The carrying amount of goodwill was allocated to individual CGUs as follows:
NanoAnalysis
9.9
10.0
Magnetic Resonance
2.3
2.3
WITec
21.0
21.5
Andor
66.7
61.2
NanoScience
6.7
6.7
106.6
101.7
In the current year, Andor includes a provisional goodwill amount of £5.4m relating to the acquisition of First Light Imaging as
shown in Note 11. All other movements in the year relate to changes in exchange rates.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
Accounting standards require an impairment test to be carried out by determining the recoverable amount of each CGU which
contains goodwill. The recoverable amount is calculated as the higher of the fair value less costs to sell or the value in use of the
CGU. In the Group’s case, the recoverable amount is based on value in use calculations. Value in use is calculated by discounting
expected future cash flows and in particular Board-approved five-year cash flow forecasts, prepared by the management of
each CGU and reviewed and amended by Group management as necessary, together with 2.5% per annum growth for the
subsequent 20 years. This rate was considered to be at or below long-term market trends for the Group’s businesses.
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Key assumptions
The key assumptions are those regarding discount rates and growth rates.
The growth rates are at or below the Group’s view on long-term trends within its markets. Changes in selling prices and direct
costs are based on past practices and expectations of future changes in the market.
The post-tax weighted average costs of capital used for Materials & Characterisation and Research & Discovery in
impairment testing are 13.1%-13.6% (2023: 12.8%-13.3%) and 13.1%-13.6% (2023: 12.8%-13.3%) respectively, in line with the
risk associated with each of the business segments. Management has estimated these discount rates by reference to past
experience and an industry average weighted cost of capital as adjusted for appropriate risk factors reflecting current
economic circumstances and the risk profiles of each CGU.
Sensitivity analysis
The Group’s estimate of impairments are most sensitive to changes in the discount rate and forecast growth rate. Sensitivity
analysis has been carried out by reference to both of these assumptions. This demonstrated that a 460 basis point increase
in the discount rate would be required in order to eliminate the headroom of £27.1m in the recently acquired WITec business
– along with a 20% deterioration from the five-year forecast. Similarly, a reduction in the growth rate to -6.2% – again, along
with a 20% deterioration from the five-year forecast, would be required in order to result in an impairment in that business. No
reasonably possible change in assumptions would result in an impairment in the other businesses .
14 Leases
The Group leases a number of properties in the jurisdictions from which it operates. In some jurisdictions it is customary for
lease contracts to provide for payments to increase each year by inflation and in others to be reset periodically to market
rental rates. In some jurisdictions’ property leases, the periodic rent is fixed over the lease term.
The Group also leases certain items of plant and equipment. In some contracts for services with distributors, those contracts
contain a lease of vehicles. Leases of plant, equipment and vehicles comprise only fixed payments over the lease terms.
The Group sometimes negotiates break clauses in its property leases. On a case-by-case basis, the Group will consider
whether the absence of a break clause would expose the Group to excessive risk. Typically factors considered in deciding to
negotiate a break clause include:
• the length of the lease term;
• the economic stability of the environment in which the property is located; and
• whether the location represents a new area of operations for the Group.
The Group leases assets including land and buildings, vehicles and machinery. Information about leases for which the Group
is a lessee is presented below.
Right-of-use assets
Balance at 1 April 2022
25.0
2.6
27.6
Additions
17.4
0.8
18.2
Modifications
(1.0)
–
(1.0)
Disposals
–
(0.5)
(0.5)
Exchange differences
1.1
0.1
1.2
Balance at 31 March 2023
42.5
3.0
45.5
Additions – business combinations
0.7
–
0.7
Additions
5.8
0.2
6.0
Disposals
(1.1)
(0.2)
(1.3)
Exchange differences
(1.5)
(0.1)
(1.6)
Balance at 31 March 2024
46.4
2.9
49.3
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
Balance at 1 April 2022
8.4
1.3
9.7
Amortisation charge for the year
4.1
0.5
4.6
Disposals
–
(0.5)
(0.5)
Exchange differences
0.3
–
0.3
Balance at 31 March 2023
12.8
1.3
14.1
Amortisation charge for the year
4.5
0.5
5.0
Disposals
(1.6)
(0.1)
(1.7)
Exchange differences
(0.5)
–
(0.5)
Balance at 31 March 2024
15.2
1.7
16.9
Balance at 1 April 2022
16.6
1.3
17.9
Balance at 31 March 2023 and 1 April 2023
29.7
1.7
31.4
Balance at 31 March 2024
31.2
1.2
32.4
Lease payables
Balance at beginning of year
31.4
18.4
Additions – business combinations
0.7
–
Additions
6.0
18.1
Modifications
–
(1.0)
Payments made (cash flows from financing activities)
(4.8)
(5.6)
Interest charge
0.8
0.5
Effect of movements in foreign exchange rates
(0.7)
1.0
33.4
31.4
Amounts falling due after more than one year
28.6
26.2
Amounts falling due in less than one year
4.8
5.2
Amounts recognised in Consolidated Statement of Income
Interest on lease liabilities
(0.8)
(0.5)
Amortisation of right-of-use assets
(5.0)
(4.6)
Amounts recognised in Consolidated Statement of Cash Flows
The total cash outflow for leases in the year ended 31 March 2024 was £4.8m (2023: £5.6m).
14 Leases continued
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15 Inventories
Raw materials and consumables
59.0
39.8
Work in progress
27.3
23.5
Finished goods
22.1
18.1
108.4
81.4
The amount of inventory recognised as an expense was £182.4m (2023: £172.8m). In the ordinary course of business, the
Group makes impairment provisions for slow-moving, excess and obsolete inventory as appropriate. Inventory is stated after
charging impairments of £1.2m in the current period (2023: £1.3m). In the current year, £nil (2023: £nil) was reversed relating to
previous impairments. Impairments are included within gross profit.
Inventory carried at net realisable value is £0.2m (2023: £1.7m).
16 Trade and other receivables
Trade receivables
88.5
91.3
Less provision for impairment of receivables
(3.6)
(3.5)
Net trade receivables
84.9
87.8
Accrued income
11.7
9.4
Prepayments
9.9
6.6
Other receivables
8.2
9.4
114.7
113.2
1
1. The trade receivable and accrued income amounts in the table above have been restated to correct an amount recognised within revenue
which had not been invoiced to the customer. As a result, at 31st March 2023 trade receivables have reduced by £4.6m, and accrued income
has increased by £4.6m.
Trade receivables are non-interest-bearing. Standard credit terms provided to customers differ according to business and
country and are typically between 30 and 60 days.
The maximum exposure to credit risk for trade and other receivables plus accrued income, by geographic region, was:
UK
11.6
17.5
China
16.1
16.2
Japan
15.5
15.8
USA
24.3
29.8
Germany
6.4
7.4
Rest of Europe
16.1
10.6
Rest of Asia
10.4
6.3
Rest of World
4.4
3.0
104.8
106.6
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
16 Trade and other receivables continued
The ageing of financial assets comprising net trade receivables and other receivables plus accrued income at the reporting
date was:
Current (not overdue)
54.7
63.1
Less than 31 days overdue
20.5
18.8
More than 30 but less than 91 days overdue
15.2
10.8
More than 90 days overdue
14.4
13.9
104.8
106.6
In the current year £0.2m (2023: nil) of the provision against trade receivables and other receivables plus accrued income
relates to balances less than 90 days overdue. The remaining balance relates to balances more than 90 days overdue.
The movement of the Group’s expected credit losses provision in respect of trade receivables and other receivables plus
accrued income are as follows:
Balance at start of year
3.5
3.6
Increase/(decrease) in loss allowance recognised in the
Consolidated Statement of Income during the year
0.1
(0.1)
Balance at end of year
3.6
3.5
The loss allowance is recognised in the administration and shared services line in the Consolidated Statement of Income .
17 Contract assets and liabilities
2024
2023 as restated
asset
Contract liability
asset
Contract liability
Balance at 1 April
9.4
(52.1)
(21.3)
4.2
(41.3)
(21.2)
Acquired balances
–
(0.4)
(0.7)
–
–
–
to trade receivables
(9.4)
–
–
(4.2)
–
–
Amounts included in contract liabilities that
were recognised as revenue during the period
–
48.5
21.3
–
38.6
21.2
to cash) being recognised during the period
11.7
–
–
9.4
–
–
Cash received in advance of performance and
not recognised as revenue during the period
–
(54.4)
(22.2)
–
(49.4)
(21.3)
Balance at 31 March
11.7
(58.4)
(22.9)
9.4
(52.1)
(21.3)
1
1. Details of restatement of prior year numbers can be found in note 16.
Contract assets and contract liabilities are included within trade and other receivables and trade and other payables
respectively on the face of the Consolidated Statement of Financial Position.
Payment terms for the sale of large goods typically require payment of a deposit on order, with the remaining payments due
on shipment, and in some cases installation. For lower value goods, payment is typically required at shipment. Maintenance
and service contracts are generally paid in full at inception. There is no financing component in the arrangements, and
contracts are for specified, pre-agreed amounts with no variable element.
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18 Cash and cash equivalents
Cash balances
97.8
112.7
Bank overdrafts (Note 19)
(12.3)
(11.2)
Cash and cash equivalents in the Consolidated Statement of Cash Flows
85.5
101.5
19 Borrowings
Bank loans at First Light Imaging
0.4
–
Covid-19 loan at WITec
0.4
0.4
Bank overdrafts
12.3
11.2
At the end of the year
13.1
11.6
Bank loans at First Light Imaging
0.4
–
Covid-19 loan at WITec
0.5
0.9
At the end of the year
0.9
0.9
On 19 March 2024, the Group entered into a new multi-currency revolving facility agreement, which is committed until March
2028 with 15-month and 12-month extension options at the end of the first and second years respectively. The facility has
been entered into with four banks and comprises a euro-denominated multi-currency facility of €95m and a US dollar
denominated multi-currency facility of $150m. Debt covenants are net debt to EBITDA less than 3.0 times and EBITDA to
interest greater than 4.0 times.
The Group’s undrawn committed facilities available at 31 March 2024 were £200.2m, comprising the undrawn portion of the
Group’s £200.2m revolving credit facilities.
Bank overdrafts reflect the aggregated overdrawn balances of Group companies (even if those companies have other
positive cash balances). The overdrafts are held with the Group’s relationship banks.
The Group’s uncommitted overdraft facilities at 31 March 2024 were £18.3m (2023: £18.8m).
A reconciliation of the Group’s borrowings balances is shown below.
Balance at the beginning of the year
12.5
10.5
Increase in borrowings (from acquisition of First Light Imaging)
2.2
–
Repayment of borrowings (cash flow from financing activities)
(1.8)
(0.5)
Increase/(decrease) in bank overdrafts
1.1
2.5
Interest charged
0.9
0.7
Interest paid
(0.9)
(0.7)
At the end of the year
14.0
12.5
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
20 Trade and other payables
Trade payables
32.6
30.3
Customer deposits
58.4
52.1
Social security and other taxes
6.3
6.1
Accrued expenses
39.3
44.9
Deferred income
22.9
21.3
Other payables
6.7
4.7
166.2
159.4
21 Provisions for other liabilities and charges
Balance as at 1 April 2023
3.6
0.6
3.4
7.6
Provisions made during the year
3.5
–
1.3
4.8
Provisions used during the year
(1.8)
–
(1.3)
(3.1)
Provisions released during the year
(2.1)
–
(0.7)
(2.8)
Exchange differences
–
–
(0.1)
(0.1)
Balance as at 31 March 2024
3.2
0.6
2.6
6.4
Amounts falling due before one year
3.2
0.6
2.6
6.4
Amounts falling due after more than one year
–
–
–
–
Warranty provisions
Product warranty provisions reflect commitments made to customers on the sale of goods in the ordinary course of business
and included within the Group companies’ standard terms and conditions. Warranty commitments typically apply for a
12-month period. The provision represents the Directors’ best estimate of the Group’s liability based on past experience.
Intellectual property-related claims
The company has on occasion been required to take legal or other actions to defend itself against proceedings brought by
other parties. Provisions are made for the expected costs associated with such matters, based on past experience of similar
items and other known factors, taking into account professional advice received, and represent the Directors’ best estimate of
the likely outcome. The timing of utilisation of these provisions is frequently uncertain, reflecting the complexity of issues and
the outcome of various court proceedings and negotiations. Contractual and other provisions represent the Directors’ best
estimate of the future cost of settling obligations arising from past activity and reflect the Directors’ assessment of the likely
settlement method, which may change over time. However, no provision is made for proceedings which have been brought by
other parties against Group companies unless the Directors, taking into account professional advice received, assess that it
is more likely than not that such proceedings may be successful. In respect of the provision for IP-related claims the range of
possible outcomes is between £nil and £0.6m.
Other provisions
Other provisions relate to various obligations including obligations in respect of onerous contracts, product-related liabilities,
dilapidation provisions and provisions for other claims .
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22 Financial instruments
Fair values of financial assets and liabilities
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their
levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not
measured at fair value if the carrying amount is a reasonable approximation of fair value.
2024
2023 as restated
– Foreign currency contracts
2
2.5
2.5
2.0
2.0
Long-term receivables
1.3
0.5
Trade receivables
84.9
87.8
Other receivables and accrued income
15.1
13.0
Cash and cash equivalents
97. 8
112.7
– Foreign currency contracts
2
(0.1)
(0.1)
(1.2)
(1.2)
Trade and other payables
(78.6)
(79.9)
Bank overdrafts
(12.3)
(11.2)
Borrowings
(1.7)
(1.3)
Lease payables
(33.4)
(31.4)
1, 2
1. The other receivables and accrued income and trade and other payables balances in the table above, as at 31 March 2023, have been restated to
remove the tax-related balances which do not meet the accounting definition of financial assets and liabilities. As a result, at 31 March 2023, other
receivables and accrued income were reduced by £5.8m, while trade and other payables were reduced by £6.1m.
2. Details of restatements of prior period numbers for trade receivables and other receivables and accrued income can be found in note 16.
The following summarises the major methods and assumptions used in estimating the fair values of financial instruments
reflected in the above table.
Derivative financial instruments
Derivative financial instruments are marked-to-market using market prices.
Fixed and floating rate borrowings
The fair value of fixed and floating rate borrowings is estimated by discounting the future contracted principal and interest
cash flows using the market rate of interest at the reporting date.
Trade and other receivables/payables
For receivables/payables with a remaining life of less than one year, the carrying amount is deemed to reflect the fair value.
All other receivables/payables are discounted to determine their fair value. Advances received are excluded from other
payables above as these are not considered to be financial liabilities. Tax-related receivables and payables are excluded
from the above table as these are not considered to be financial assets and liabilities.
Lease payables
The lease liability is measured at amortised cost using the effective interest method.
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
22 Financial instruments continued
Fair value hierarchy
The table above gives details of the valuation method used in arriving at the fair value of financial instruments. The different
levels have been identified as follows:
– Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
– Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
(ie as prices) or indirectly (ie derived from prices).
– Level 3: inputs for the asset or liability that are not based on observable market data.
There have been no transfers between levels during the year .
23 Financial risk management
The Group’s multinational operations and debt financing expose it to a variety of financial risks. In the course of its business,
the Group is exposed to foreign currency risk, interest rate risk, liquidity risk, commodity risk and credit risk. Financial risk
management policies are set by the Board of Directors. These policies are implemented by a central treasury function that
has formal procedures to manage foreign exchange risk, interest rate risk and liquidity risk, including, where appropriate, the
use of derivative financial instruments. Commodity risk is managed locally by the operating businesses. The Group has clearly
defined authority and approval limits.
In accordance with its Treasury Policy, the Group does not hold or use derivative financial instruments for trading or
speculative purposes. Such instruments are only used to manage the risks arising from operating or financial assets or
liabilities or highly probable future transactions.
The Group uses derivative financial instruments to hedge its exposure to fluctuations in foreign exchange rates. In
common with a number of other companies, the Group has decided that the additional costs of meeting the extensive
documentation requirements of IFRS 9 to apply hedge accounting to derivative financial instruments used for hedging
exposure to foreign currency and interest rate volatility cannot be justified. Accordingly, the Group does not use hedge
accounting for such derivatives.
Foreign currency risk
Foreign currency risk arises both where sale or purchase transactions are undertaken in currencies other than the respective
functional currencies of Group companies (transactional exposures) and where the results of overseas companies are
consolidated into the Group’s reporting currency of Sterling (translational exposures). The Group has operations around the
world which record their results in a variety of different local functional currencies. In countries where the Group does not have
operations, it invariably has some customers or suppliers that transact in a foreign currency. The Group is therefore exposed to
the changes in foreign currency exchange rates between a number of different currencies but the Group’s primary exposures
relate to the US Dollar, the Euro and the Japanese Yen. To reduce uncertainty, the Group maintains a rolling hedge of forward
contracts equivalent to 80% (2023: 80%) of the exposure expected to arise over the following 12 months. The remaining 20%
is sold on the spot market. The fair value of outstanding currency contracts recognised as a liability as at 31 March 2024
amount to £0.1m (2023: £1.2m) and those recognised as an asset amount to £2.5m (2023: £2.0m).
Movements in the fair value of derivative financial instruments are recognised in the Consolidated Statement of Income
immediately. However, in order to facilitate a more meaningful comparison of the Group’s performance year-on-year,
the elements of these movements that relate to hedges in respect of future sales are treated as an adjusting item in the
calculation of adjusted earnings (Note 2).
The Group’s translational exposures to foreign currency risks can relate both to the Consolidated Statement of Income and
net assets of overseas subsidiaries. The Group’s policy is not to hedge the translational exposure that arises on consolidation
of the Consolidated Statements of Income of overseas subsidiaries.
Interest rate risk
Interest rate risk comprises both the interest rate price risk that results from borrowing at fixed rates of interest and also the
interest cash flow risk that results from borrowing at variable rates. The Group’s policy is to use a mixture of revolving short
and medium-term floating rate debt underpinned by longer-term fixed rate debt. The short and medium-term floating rate
debt provides flexibility to reduce debt levels as appropriate. The longer-term fixed rate debt provides stability and cost
certainty to the Group’s financing structure.
Liquidity risk
Liquidity risk represents the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s
approach to managing this risk is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities
when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the
Group’s reputation. The Group manages this risk by maintaining adequate committed lines of funding from high-quality
lenders. The facilities committed to the Group as at 31 March 2024 are set out in Note 19.
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Credit risk
Credit risk arises because a counterparty may fail to perform its obligations. The Group is exposed to credit risk on financial
assets such as cash balances, derivative financial instruments, accrued income, trade and other receivables. The Group’s
credit risk is primarily attributable to its trade receivables and cash balances. The amounts recognised in the Consolidated
Statement of Financial Position are net of expected credit losses, which are estimated by the Group’s management based
on the Group’s historical experience of losses, along with consideration of any reasonably and supportable forward-looking
information and expectations. Due to its wide geographic base and large number of customers, the Group is not exposed
to material concentrations of credit risk on its trade receivables. The Group’s experience of credit loss is minimal, which has
and continues to be mitigated through receiving payment in advance of delivery or using trade guarantees provided by the
Group’s relationship banks. In the unusual event of a particular issue with a particular customer, a specific provision will be
made if appropriate. Trade receivables are subject to credit limits and control and approval procedures in the operating
companies. There has been no material change in the Group’s experience of credit losses over the reporting period.
Credit risk associated with cash balances and derivative financial instruments is managed by transacting with financial
institutions with high-quality credit rating. In particular, a Board-approved policy sets out guidelines for which categories of
institutions may be used and the maximum amount which may be invested with each institution within a particular category.
Accordingly, the Group’s associated credit risk is limited. The Group has no significant concentration of credit risk. The Group’s
maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial
instruments, in the Group Consolidated Statement of Financial Position.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk by
type of asset at 31 March 2024 is as shown below:
Long-term receivables
1.3
0.5
Trade receivables
84.9
87.8
Other receivables and accrued income
15.1
13.0
Cash and cash equivalents
97. 8
112.7
Derivative financial instruments
2.5
2.0
201.6
216.0
1
1. Details of restatements of prior period numbers for trade receivables and other receivables and accrued income can be found in note 16.
The maximum exposure to credit risk for trade receivables is discussed in Note 16.
Other receivables include £4.8m (2023: £5.8m) in respect of VAT and similar taxes which are not past due date.
Capital management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the
cost of capital.
The Board’s long-term objective is to have an efficient capital structure by maintaining a balance between the higher returns
that might be possible with higher levels of borrowings and the advantages and security afforded by a sound capital position.
This is monitored by reference to the ratio of net debt to earnings before interest, tax, depreciation and amortisation (EBITDA)
and the Board has set itself internal limits, which are well inside any covenants the Group has with lenders. The Group
maintains the right to purchase its own shares in the market; the timing of these purchases would depend on market prices.
Buy and sell decisions are made on a specific transaction basis by the Board.
Each year the Board carefully considers the appropriate level of dividend payments. In doing this, the Board looks to
increase dividends in line with underlying earnings, although the Board will also take into account other considerations in
its decision-making process. The Board does not have a policy to pay a fixed dividend yield or to maintain a fixed rate of
dividend cover but assesses both of these metrics in line with sustained earnings growth.
The Board encourages employees to hold shares in the company. As well as various share option plans (full details of which
are given in Note 26), from April 2008 all UK employees have been offered the opportunity to take part in a Share Incentive
Plan (SIP). Under this plan, employees are able to invest up to £1,800 each tax year in shares in the company. The company
awards one additional free share (a matching share) for every five shares bought by each employee.
There were no changes to the Group’s approach to capital management during the year. Neither the company nor any of its
subsidiaries are subject to externally imposed capital requirements.
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
23 Financial risk management continued
Maturity of financial liabilities
Foreign exchange contracts
(0.1)
0.1
0.1
–
–
Trade and other payables
(78.6)
78.6
78.6
–
–
Bank overdrafts
(12.3)
12.3
12.3
–
–
Borrowings
(1.7)
1.7
1.2
0.5
–
Lease payables
(33.4)
36.8
5.3
17.3
14.2
(126.1)
129.5
97.5
17.8
14.2
Foreign exchange contracts
(1.2)
1.2
1.2
–
–
Trade and other payables
(79.9)
79.9
79.9
–
–
Bank overdrafts
(11.2)
11.2
11.2
–
–
Borrowings
(1.3)
1.3
0.4
0.9
–
Lease payables
(31.4)
31.4
4.5
13.8
13.0
(125.0)
125.0
97. 2
14.7
13.0
Cash and cash equivalents
97. 8
112.7
Bank overdrafts
(12.3)
(11.2)
Financial assets
–
–
Bank loans
(1.7)
(1.3)
Sensitivity analysis
The Group has estimated the impact on the Consolidated Statement of Income and on equity of the following changes in
market conditions at the balance sheet date:
• one percentage point increase in interest rates;
• ten percentage point weakening in the value of Sterling against all currencies; and
• ten percentage point strengthening in the value of Sterling against all currencies.
The sensitivities above represent the Directors’ view of reasonably possible changes in each risk variable, not worst-case
scenarios or stress tests. The outputs from the sensitivity analysis are estimates of the impact of market risk assuming that the
specified changes occur at the year end and are applied to the risk exposures at that date. Accordingly, they show the impact
on the balance sheet of an instantaneous shock. The calculations include all hedges in place at the year end.
Actual results in the future may differ materially from these estimates due to commercial actions taken to mitigate
any potential losses from such rate movements, to the interaction of more than one sensitivity occurring and to further
developments in global financial markets. As such, this table should not be considered as a projection of likely future
gains and losses.
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Impact on adjusted profit (Note 2)
0.9
(15.4)
15.5
Impact on reported profit
0.9
(12.2)
12.2
Impact on equity
0.7
(11.6)
11.6
Impact on adjusted profit (Note 2)
0.9
(10.2)
10.2
Impact on reported profit
0.9
( 7. 5)
7.5
Impact on equity
0.8
(6.1)
6.1
24 Retirement benefit obligations
The Group operates a defined benefit plan in the UK. The plan offers pensions in retirement and death in service benefit to
members. Pension benefits are related to members’ final salary at retirement and their length of service. The scheme has
been closed to new members since 2001 and closed to future accrual since 2010.
The amounts recognised in the Consolidated Statement of Financial Position are:
Present value of funded obligations
223.6
225.1
Fair value of plan assets
(239.7)
(251.5)
Recognised asset for defined benefit obligations
(16.1)
(26.4)
The reconciliation of the opening and closing balances of the present value of the defined benefit obligation is as follows:
Benefit obligation at the beginning of the year
225.1
300.0
Past service cost
0.4
–
Interest on defined benefit obligation
10.5
8.2
Benefits paid
(11.0)
(12.3)
Remeasurement (gain)/loss on obligation
(1.4)
(70.8)
Benefit obligation at the end of the year
223.6
225.1
The reconciliation of the opening and closing balances of the present value of the fair value of plan assets is as follows:
Fair value of plan assets at the beginning of the year
251.5
351.7
Interest on plan assets
12.0
9.8
Contributions by employer
8.5
12.2
Benefits paid
(11.0)
(12.3)
Administrative expenses
(0.5)
(0.5)
Actual return on assets excluding interest income
(20.8)
(109.4)
Fair value of plan assets at the end of the year
239.7
251.5
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
24 Retirement benefit obligations continued
Defined contribution schemes
In the UK, employees are offered participation in the defined contribution Oxford Instruments Stakeholder Plan. The company
contribution rate and employee contribution rate varies between grades and whether the individual had previously been in
the defined benefit scheme. The company contribution ranges between 4% and 14% of base salary. The Group also operates
a 401k defined distribution plan in the US. Details of pension schemes contributions made in respect of Directors can be found
in the Remuneration Report.
The expense recognised in the Consolidated Statement of Income is:
Total defined benefit income
(1.0)
(1.1)
Contributions to defined contribution schemes
6.5
6.2
5.5
5.1
Pension costs are recorded in the following lines in the Consolidated Statement of Income:
Cost of sales
2.1
1.7
Research and development
1.6
1.5
Selling and marketing costs
1.3
1.4
Administration and shared services
2.0
2.1
Financial income
(1.5)
(1.6)
5.5
5.1
The Group has agreed a basis for deficit recovery payments with the trustees of the UK pension scheme. The deficit
recovery payments are payable through to and including 2026 and will rise by approximately 3% per annum. The annual
deficit recovery payment was £8.5m (2023: £8.2m) for the financial year. In the prior year, the Directors decided to make an
additional one-off payment of £4.0m to the UK pension scheme to reduce the Group’s exposure.
In 2018 the trustees of the UK defined benefit scheme, in consultation with the company, reduced its exposure to on-risk
assets (a portfolio of market-focused asset classes, the majority being equities) with a corresponding increase in its liability-
driven investments, with the objective of steering a more stable journey to being fully funded. The pension fund’s gross
exposure to on-risk assets fell from 85% to 45%; the majority of transactions required to make this change were completed
in February 2018. As a result, the level of risk inherent in the investment strategy is now significantly lower than previously, in
addition to a substantial reduction in funding level volatility. Following investment outperformance and contributions made by
the Group in the year to 31 March 2022 the allocation to on-risk assets has been further reduced to 35%, with a view to further
reduction in funding level volatility.
The Group has considered the requirements of IFRIC 14. The terms of the scheme give the Group the right to recover any
surplus assets on the scheme upon wind-up and therefore management has concluded that there is no impact on the
amounts recognised in respect of retirement benefit obligations, i.e. there is no need to apply the ‘asset ceiling’.
The Group expects to contribute approximately £8.7m to the UK defined benefit plan in the next financial year.
Remeasurement gains and losses shown in the Consolidated Statement of Comprehensive Income:
Actual return on assets excluding interest income
(20.8)
(109.4)
Experience loss on scheme obligations
(5.4)
(10.3)
– Financial
3.1
78.3
– Demographic
3.7
2.8
Actuarial losses recorded in the Statement of Comprehensive Income
(19.4)
(38.6 )
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The table below shows the sensitivity of the Consolidated Statement of Financial Position to changes in the significant
pension assumptions:
Present value of funded obligations
223.6
226.5
225.9
231.0
Fair value of plan assets
(239.7)
(239.7)
(239.7)
(239.7)
Surplus
(16.1)
(13.2)
(13.8)
(8.7)
The valuation of defined benefit liabilities is most sensitive to changes in the discount rate, inflation rate and mortality
rate. The sensitivities have been calculated by running the liability calculations in full using the alternative assumptions.
In each case, only the indicated assumption has changed by the amount stated. For the inflation sensitivity, the impact
on the assumptions that are based on RPI inflation, such as CPI inflation and the inflation-linked pension increases, has
been included.
Defined benefit scheme – UK
A full actuarial valuation of the UK plan was carried out as at 31 March 2021 which, for reporting purposes, has been updated
to 31 March 2024 by a qualified independent actuary.
The major assumptions used by the actuary for the purposes of IAS 19 were (in nominal terms):
Discount Rate
4.8
4.8
Rate of increase in pensions in payment (‘3LPI’)
2.2
2.3
Rate of increase in pensions in payment (‘5LPI’)
2.9
3.0
Rate of inflation (‘CPI’)
2.3
2.4
Rate of inflation (‘RPI’)
3.0
3.2
As at 31 March 2024 the weighted average duration of the defined benefit obligations was 13 years (2023: 13.5 years).
The mortality assumptions imply the following expected future lifetime from age 65:
Pre-retirement – males
23.2
23.2
Pre-retirement – females
25.3
25.3
Post-retirement – males
21.8
21.9
Post-retirement – females
23.8
23.8
The assumptions have been chosen by the Directors from a range of possible actuarial assumptions, which, due to the
timescales covered, may not be borne out in practice.
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
24 Retirement benefit obligations continued
The assets in the plan were:
Equities
7.5
62.9
Corporate and Emerging Market Bonds
22.9
22.1
Gilts
174.3
113.5
Property
–
5.4
Insurance-linked funds
5.8
12.2
Credit and global loan funds
0.1
0.1
Hedge funds
24.3
25.5
Cash
4.8
9.8
239.7
251.5
Where assets have no observable market price a valuation will be provided by the fund manager. The scheme’s investment
manager will accept that valuation if it is within the expected range of performance. Otherwise, the investment manager will
query the valuation with the fund manager. Complex financial instruments are valued by the scheme’s investment manager
who uses financial models which take as their input the characteristics of the instrument and observable market data such
as swap rates.
The UK pension scheme implements a liability hedge strategy which is designed to protect the scheme’s funding level from
changes in gilt yields and inflation expectations. The liability hedge strategy consists of a portfolio of gilts, gilt derivatives,
interest rate and inflation swaps. At 31 March 2019, the liability hedge strategy fully covered the scheme’s liabilities from
changes in gilt yields and inflation expectations. However, this is not a precise match for the IAS 19 defined benefit obligation,
which is based on corporate bond yields rather than gilt yields.
25 Capital and reserves
Issued and fully paid ordinary shares:
At the beginning of the year
57,712,508
57,654,455
Issued for cash
201,284
58,053
At the end of the year
57,913,792
57,712,508
2024
2023
Number of shares
£m
Number of shares
£m
Ordinary shares of 5 pence each
57,913,792
2.9
57,712,508
2.9
The holders of the ordinary shares are entitled to receive dividends as declared, a proportionate amount of capital on a
winding up of the company and one vote per share at meetings of the company.
Other reserves comprise the capital redemption reserve, which represents the nominal value of shares repurchased and then
cancelled during the year ended 31 March 1999.
The foreign exchange translation reserve comprises all foreign exchange differences arising since 1 April 2004 from the
translation of the Group’s net investments in foreign subsidiaries into Sterling.
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26 Share option schemes
Share Incentive Plan (SIP)
UK employees may be eligible to participate in the Group’s HM Revenue and Customs-approved SIP. Participating employees
may make a cash contribution to the SIP of up to £1,800 each year. The Group contributes a further amount equal to 20% of
the employee’s contribution. Independent trustees then purchase partnership and matching shares in the market on behalf
of the employees. Subject to the rules of the SIP, matching shares may be withdrawn without forfeiture after they have been
held for three years’, provided the participant has remained an employee. On a similar basis, shares can be withdrawn tax-
free after five years’ service.
Long-Term Incentive Plan (LTIP)
Under the LTIP awards of nominally priced options of £0.05, conditional share awards or cash conditional awards may be
made annually to certain senior managers.
Subject to vesting based on the achievement of performance targets and the rules of the LTIP, options granted under the
plan may have a life of ten years, including a vesting period of three years. Subject to vesting based on performance and the
rules of the LTIP, conditional share awards and cash conditional awards will vest appropriately three years after the award
date. Awards were valued using the Black-Scholes option pricing models with the exception of options relating to the total
shareholder return tranche which were valued using Stochastic option-pricing models. Under the LTIP, Richard Tyson was
granted two awards of nominally priced options of £0.05, which comprised part of the buy-out arrangements to replace the
2021 and 2022 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his joining the
company. Further information can be found in the Directors’ Remuneration Report on page 136.
Share option schemes that have been discontinued but for which options were outstanding at the year end include the following:
Performance Share Plan (PSP)
Under the PSP, awards of nominally priced options of £0.05 were made annually to certain senior managers. The last grants
were made under this scheme in 2022. Awards to persons other than the Executive Directors may also be referred to as
Medium Term Incentive Plan awards (‘MTIP’). Subject to vesting based on the achievement of performance targets and the
rules of the PSP, awards may have a life of ten years, including a vesting period of a minimum of three years. Options were
valued using the Black-Scholes option-pricing models.
Executive Share Option Scheme (ESO)
Under the ESO awards of approved options, unapproved options and share appreciation rights were made annually to certain
senior managers. The last grants were made under this scheme in 2016. The exercise prices were determined according
to the mid-market closing share price on the day before the date of grant. Subject to vesting based on the achievement of
performance targets and the rules of the ESO, awards may have a life of ten years, including a vesting period of a minimum of
three years. Options were valued using the Black-Scholes option-pricing models.
Performance conditions
Awards under the ESO, PSP and LTIP schemes may be or may have been subject to the achievement of certain performance
conditions. The performance conditions applicable for the Executive Directors of Oxford Instruments plc, can be found in the
Directors’ Remuneration Report on pages 120 to 143.
Administrative expenses include a charge of £3.0m (2023: £2.4m) in respect of the cost of providing share-based
remuneration. The cost of share awards is calculated by estimating the fair value of the award at grant date and spreading
that amount over the vesting period after adjusting for an expectation of non-vesting.
For awards granted in the years ended 31 March 2024 and 2023, the fair value and the assumptions used in the calculation
are as follows:
Weighted average fair
value of options granted
£16.99
£11.04
£13.38
£18.19
£19.09
£21.16
£18.86
£18.86
Share price at grant date
£20.55
£20.55
£20.55
£21.75
£21.75
£21.75
£19.40
£15.80
Exercise price
£0.05
£0.05
£0.05
£0.05
£0.05
£0.05
£0.05
£0.05
Expected volatility
41.3%
31.5%
30.9%
40.5%
40.5%
n/a
47. 3%
47.3%
Expected option life
3 years
0.5 years
1.5 years
3 years
3 years
3 years
3 years
3 years
Expected dividend yield
–
–
–
–
0.9%
0.9%
0.9%
0.9%
Risk-free interest rate
4.4%
5.3%
4.9%
4.4%
4.4%
n/a
2.1%
2.1%
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NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS
continued
26 Share option schemes continued
Movements in the share option schemes during the year were as follows:
Outstanding at 1 April 2022
137,278
£8.83
741,768
£0.05
–
–
Granted
–
–
163,687
£0.05
–
–
Forfeited
–
–
(4,989)
£0.05
–
–
Exercised
(8,163)
£8.80
(52,260)
£0.05
–
–
Lapsed
(3,446)
£9.44
(19,830)
£0.05
–
–
Outstanding at 31 March 2023
125,669
£8.82
828,376
£0.05
–
–
Granted
–
–
–
–
216,207
£0.05
Forfeited
–
–
(25,533)
£0.05
–
–
Exercised
(18,623)
£8.93
(180,018)
£0.05
–
–
Lapsed
(8,317)
£10.28
(318)
£0.05
(15,635)
£0.05
Outstanding at 31 March 2024
98,729
£8.68
622,507
£0.05
200,572
£0.05
Exercisable at 31 March 2024
98,729
£8.68
362,419
£0.05
12,237
£0.05
Exercisable at 31 March 2023
125,669
£8.82
402,140
£0.05
–
–
The number and weighted average exercise prices of those options are as follows:
The weighted average share price at the time of exercise of the options was £23.42 (2023: £22.03).
The weighted average remaining contractual life for the share options as at 31 March 2024 was one year (2023: one year).
The total consideration received from exercise of options in the year was £0.0m (2023: £0.1m ).
27 Working capital movements
Reconciliation of movements in working capital
1
As at 1 April 2022
65.3
95.8
(107. 5)
(41.3)
12.3
Working capital movement
15.6
19.6
(16.9)
(9.2)
9.1
WITec-related flows
–
–
5.3
–
5.3
Exchange differences
0.5
0.3
–
(1.6)
(0.8)
FV movement on financial derivatives
–
–
3.0
–
3.0
As at 31 March 2023 and 1 April 2023
81.4
115.7
(116.1)
(52.1)
28.9
Working capital movement
26.3
2.7
2.8
(7.1)
24.7
First Light Imaging-related flows
1.9
2.9
(5.0)
(0.4)
(0.6)
Exchange differences
(1.2)
(2.8)
4.7
1.2
1.9
FV movement on financial derivatives
–
–
(0.7)
–
(0.7)
As at 31 March 2024
108.4
118.5
(114.3)
(58.4)
54.2
1
1. Receivables and payables include derivative financial instruments.
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28 Commitments and contingencies
The Group has entered into agreements in respect of the new Severn Beach site for its Plasma Technology business. At 31
March 2024 commitments for future expenditure are £8.0m (2023: £5.6m) and include capital expenditure, fit-out costs, plant
and machinery, furniture and computer equipment.
In an international group of companies, a variety of legal claims arise from time to time. The Board, having taken legal advice,
is of the opinion that any ongoing actions and investigations will not have a material impact on the Group’s financial position .
29 Related parties
All transactions with related parties are conducted on an arm’s length basis and in accordance with normal business terms.
Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidation
and are not disclosed in this note.
The remuneration of key management personnel is as follows:
Short-term employee benefits
4.8
4.2
Post-employment benefits
0.2
0.1
Share-based payment charges
2.6
1.8
Total
7.6
6.1
Key management personnel include the Executive Directors and the Management Board.
Short-term employee benefits comprise salary and benefits earned during the year and bonuses awarded for the year.
30 Subsequent events
Acquisition of FemtoTools AG
On 7 June 2024, the Group agreed to purchase 100% of the share capital of FemtoTools AG for an initial consideration of
CHF 17m, subject to certain closing conditions which are expected to be satisfied within four weeks of signing these financial
statements. Additional consideration of up to CHF 7m is conditional on trading performance over a period of 33 months.
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Notes
2024
£m
2023
£m
Assets
Non-current assets
Intangible assets d 1.2 1.3
Tangible assets c 0.6 0.4
Right-of-use assets 0.1 0.1
Investments in subsidiary undertakings e 356.9 324.6
Trade and other receivables f 3.0 41.8
Derivative financial instruments 0.2 0.4
Retirement benefit asset 3.7 6.0
Deferred tax assets i 2.1 2.3
367.8 376.9
Current assets
Trade and other receivables f 48.3 20.2
Derivative financial instruments 2.5 7.8
Cash and cash equivalents 34.1 62.4
84.9 90.4
Total assets 452.7 467. 3
Equity
Capital and reserves attributable to the company’s equity shareholders
Share capital 2.9 2.9
Share premium 62.6 62.6
Capital redemption reserve 0.1 0.1
Other reserves 7.6 7.6
Retained earnings 276.1 286.4
349.3 359.6
Liabilities
Non-current liabilities
Derivative financial instruments – –
– –
Current liabilities
Bank overdrafts h 2.6 0.2
Corporation tax – 0.4
Derivative financial instruments 2.3 7. 2
Trade and other payables g 98.5 99.9
103.4 107.7
Total liabilities 103.4 107.7
Total liabilities and equity 452.7 467.3
The company’s profit for the financial year was £1.8m (2023: £29.1m). Other comprehensive expense in the year was £3.3m
(2023: expense of £6.6m). The expense will not subsequently be reclassified to statement of income.
The Financial Statements were approved by the Board of Directors on 10 June 2024 and signed on its behalf by:
RICHARD TYSON GAVIN HILL
Director Director
Company number: 775598
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
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PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
Year ended 31 March 2024
Share
capital
£m
Share
premium
account
£m
Capital
Redemption
Reserve
£m
Other
reserves
£m
Retained
earnings
£m
Total
shareholders’
equity
£m
As at 1 April 2023 2.9 62.6 0.1 7.6 286.4 359.6
Profit for the year 1.8 1.8
Other comprehensive expense: – – – –
– Remeasurement of defined benefit liability, net of tax (3.3) (3.3)
Total comprehensive expense for the year – – – – (1.5) (1.5)
– Share options awarded to employees – – – – 1.9 1.9
– Share options awarded to employees of subsidiaries – – – – 1.1 1.1
– Tax charge in respect of share options – – – – (0.3) (0.3)
– Proceeds from shares issued – – – – – –
– Dividends paid – – – – (11.5) (11.5)
As at 31 March 2024 2.9 62.6 0.1 7.6 276.1 349.3
As at 1 April 2022 2.9 62.5 0.1 7.6 271.7 344.8
Profit for the year 29.1 29.1
Other comprehensive income: – – – –
– Remeasurement of defined benefit liability, net of tax (6.6) (6.6)
Total comprehensive income for the year – – – – 22.5 22.5
– Share options awarded to employees – – – – 1.4 1.4
– Share options awarded to employees of subsidiaries – – – – 1.0 1.0
– Tax credit in respect of share options – – – – 0.4 0.4
– Proceeds from shares issued – 0.1 – – – 0.1
– Dividends paid – – – – (10.6) (10.6)
As at 31 March 2023 2.9 62.6 0.1 7.6 286.4 359.6
Details of issued, authorised and allotted share capital are included in Note 25 to the Group Financial Statements.
Details of the Group’s share option schemes are included in Note 26 to the Group Financial Statements.
Details of the Group’s defined benefit pension scheme are included in Note 24 to the Group Financial Statements.
Details of dividends paid are included in Note 9 to the Group Financial Statements.
Other reserves relates to premium on shares issued as part of acquisitions made in the year to 31 March 1987.
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(a) Accounting policies
Basis of preparation
Oxford Instruments plc is a company incorporated and domiciled in the UK. These Financial Statements have been prepared
in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) on the historical cost basis,
except that derivative financial instrument are stated at their fair value.
In preparing these Financial Statements, the company applied the recognition, measurement and disclosure requirements
ofinternational accounting standards in conformity with the requirements of the Companies Act 2006.
In these Financial Statements, the company has applied the exemptions available under FRS 101 in respect of the
followingdisclosures:
• a cash flow statement and related notes;
• comparative period reconciliations for share capital, tangible fixed assets, intangible assets and investment properties;
• disclosures in respect of transactions with wholly owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new, but not yet effective, accounting standards; and
• disclosures in respect of the compensation of key management personnel.
As the consolidated Financial Statements of Oxford Instruments plc include the equivalent disclosures, the company has also
taken the exemptions under FRS 101 available in respect of the following disclosures:
• IFRS 2 Share-based Payments in respect of Group settled share-based payments; and
• certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
As permitted by Section 408 of the Companies Act 2006, a separate statement of income for the company has not been
included in these Financial Statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these Financial Statements.
Going concern
The Financial Statements have been prepared on a going concern basis, based on the Directors’ opinion, after making
reasonable enquiries, that the company has adequate resources to continue in operational existence for the foreseeable
future. The going concern of the parent company is intrinsically linked with the Group, which it heads. Further details on the
Group’s going concern can be found on pages 69 and 79 to 81.
Taxation
Income tax on the statement of income for the year comprises current and deferred tax. Income tax is recognised in
statement of income except to the extent that it relates to items recognised directly in equity, in which case it is recognised
inequity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not
provided for: the initial recognition of goodwill; the initial recognition of assets or liabilities that affect neither accounting
nor taxable profit; and differences relating to investments in subsidiaries to the extent that they will probably not reverse in
thefuture.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of
assets and liabilities, using tax rates enacted or substantively enacted at the statement of financial position date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against
which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax
benefit will be realised. Deferred tax assets are measured on an undiscounted basis.
Additional income taxes that arise from the distribution of dividends are recognised at the same time as the liability to pay the
related dividend.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
Year ended 31 March 2024
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Contents Generation – Section Contents Generation – Sub PageNotes to the parent company financial
statements

Non-derivative financial instruments
Non-derivative financial instruments comprise trade and other receivables, cash and cash equivalents, loans and borrowings,
and trade and other payables. Trade and other receivables are recognised initially at fair value. Subsequent to initial
recognition they are measured at amortised cost using the effective interest method, less any impairment losses.
Trade and other payables
Trade and other payables are recognised initially at fair value. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method.
Cash and cash equivalents
Cash and cash equivalents comprise cash balances and call deposits.
Interest-bearing borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial
recognition, interest-bearing borrowings are stated at amortised cost using the effective interest method, less any impairment
losses. Details of the Group’s interest-bearing borrowings are included in Note 19 to the Group Financial Statements.
Intra-Group lending
The company has lent funds to and from its UK subsidiaries on interest-free terms. These amounts are repayable on demand.
They are stated at cost less any impairment losses.
Derivative financial instruments
The company’s accounting policies for financial instruments are the same as the Group’s accounting policies under IFRS,
namely IAS 32 Financial Instruments: Presentation, IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures.
These policies are set out in accounting policy ‘(e) Financial instruments’ in the Group accounting policies, on page 156.
Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. Where parts of
an item of tangible fixed assets have different useful lives, they are accounted for as separate items of tangible fixed assets.
Depreciation is charged to the statement of income on a straight-line basis over the estimated useful lives of each part of an
item of tangible fixed assets. The estimated useful lives are as follows:
• Computer equipment – 4 years
• Furniture and fittings – 4 years
Depreciation methods, useful lives and residual values are reviewed at each statement of financial position date.
Intangible assets
Intangible assets represents internally developed software. Amortisation is charged to the statement of income on a straight-
line basis over the estimated useful lives of intangible assets unless such lives are indefinite. Intangible assets are amortised
from the date they are available for use. The estimated useful lives are as follows:
Software – 10 years
Impairment excluding deferred tax assets
Financial assets (including trade and other receivables)
Trade and other receivables are initially recognised at fair value and subsequently stated at their amortised cost less
appropriate provision for impairment. The provision for impairment of debtors is based on lifetime expected credit losses,
which is then updated for any reasonable and supportable forward-looking information and expectations. Lifetime expected
credit losses are calculated by assessing historic credit loss experience. The movement in the provision is recognised in the
company’s statement of income.
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NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
continued
(a) Accounting policies continued
Non-financial assets
The carrying amounts of the company’s non-financial assets, other than deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable
amount is estimated.
The recoverable amount of an asset or cash generating unit is the greater of its value in use and its fair value less costs to
sell. In assessing 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 the purpose
of impairment testing, assets that cannot be tested individually are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of
assets (the ‘cash generating unit’ or CGU).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in statement of income. Impairment losses recognised in respect of CGUs are allocated first
to reduce the carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other
assets in the unit (group of units) on a pro-rata basis.
Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has
decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not
exceedthe carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss
hadbeenrecognised.
Employee benefits
Defined contribution plans
A defined contribution plan is a post employment benefit plan under which the company pays fixed contributions into a
separate entity and will have no legal or constructive obligation to pay further amounts. Obligations for contributions to
defined contribution pension plans are recognised as an expense in the statement of income in the periods during which
services are rendered by employees.
Defined benefit plans
A defined benefit plan is a post employment benefit plan other than a defined contribution plan. The company’s net obligation
in respect of defined benefit pension plans is calculated by estimating the amount of future benefit that employees have
earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and
the fair value of any plan assets (at bid price) is deducted. The company determines the net interest on the net defined benefit
liability/(asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of
the annual period to the net defined benefit liability/(asset).
The discount rate is the yield at the reporting date on bonds that have a credit rating of at least AA that have maturity dates
approximating the terms of the company’s obligations and that are denominated in the currency in which the benefits are
expected to be paid. Remeasurements arising from defined benefit plans comprise actuarial gains and losses, the return on
plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest). The company recognises them
immediately in other comprehensive income and all other expenses related to defined benefit plans in employee benefit
expenses in statement of income. The calculation of the defined benefit obligations is performed by a qualified actuary using
the projected unit credit method. When the calculation results in a benefit to the company, the recognised asset is limited to
the present value of benefits available in the form of any future refunds from the plan or reductions in future contributions and
takes into account the adverse effect of any minimum funding requirements.
The company is the sponsoring employer of a Group-wide defined benefit pension plan. The net defined benefit cost of the
plan is charged to participating entities on the basis of the proportion of scheme membership attributable to each legal entity
at the reporting date. The contributions payable by the participating entities are determined using an agreed ratio which has
been in place for approximately ten years.
Short-term benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service
is provided. A liability is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans
if the company has a present legal or constructive obligation to pay this amount as a result of past service provided by the
employee and the obligation can be estimated reliably.
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Termination benefits
Termination benefits are recognised as an expense when the company is demonstrably committed, without realistic
possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or
to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for
voluntary redundancies are recognised as an expense if the company has made an offer of voluntary redundancy, it is
probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable
more than 12 months after the reporting date, then they are discounted to their present value.
Share-based payment transactions
The grant date fair value of share-based payments awards granted to employees is recognised as an employee expense,
with a corresponding increase in equity, over the period in which the employees become unconditionally entitled to the
awards. The fair value of the awards granted is measured using an option valuation model, taking into account the terms
and conditions upon which the awards were granted. The amount recognised as an expense is adjusted to reflect the actual
number of awards for which the related service and non-market vesting conditions are expected to be met, such that the
amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-
market performance conditions at the vesting date. For share-based payment awards with non-vesting conditions, the grant
date fair value of the share-based payment is measured to reflect such conditions and there is no true-up for differences
between expected and actual outcomes.
Where the company grants options over its own shares to the employees of its subsidiaries, it recognises, in its individual
Financial Statements, an increase in the cost of investment in its subsidiaries equivalent to the equity settled share-based
payment charge recognised in its consolidated Financial Statements with the corresponding credit being recognised directly
in equity. Amounts recharged to the subsidiary are recognised as a reduction in the cost of investment in subsidiary. If the
amount recharged exceeds the increase in the cost of investment, the excess is recognised as a dividend.
Short-term leases and leases of low-value assets
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that
have a lease term of 12 months or less and leases of low-value assets, including IT equipment. The company recognises the
lease payments associated with these leases as an expense on a straight-line basis over the lease term.
Foreign currencies
The company enters into forward exchange contracts and options to mitigate the currency exposures that arise on sales and
purchases denominated in foreign currencies. Transactions in foreign currencies are converted into Sterling at the rate ruling
on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the rates
ruling at the statement of financial position date. Exchange profits and losses arising from the above are dealt with in the
statement of income.
Investments
Investments in subsidiaries are stated at cost, less any provision for impairment, where appropriate.
Dividends on shares presented within Shareholders’ funds
Dividends unpaid at the statement of financial position date are only recognised as a liability at that date to the extent that
they are appropriately authorised and are no longer at the discretion of the company. Unpaid dividends that do not meet
these criteria are disclosed in the notes to the Financial Statements.
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NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
continued
(b) Profit for the year
The company’s profit for the financial year was £1.8m (2023: £29.1m). Other comprehensive expense in the year was £3.3m
(2023: expense of £6.6m). The expense will not subsequently be reclassified to statement of income.
The auditor’s remuneration comprised £345,000 (2023: £250,000) for the statutory audit.
The average number of people employed by the company (including Directors) during the year was 84 (2023: 79). All these
individuals were involved in administration.
The aggregate payroll costs (including Directors) of these people were as follows:
2024
£m
2023
£m
Wages and salaries 9.3 7.3
Social security costs 1.4 1.5
Other pension costs 0.4 0.3
11.1 9.1
The share-based payment charge was £1.9m (2023: £1.4m). Details of the Group’s share option schemes are included in Note
26 to the Group Financial Statements.
Full details of the emoluments paid to Directors can be found in the Remuneration Report on pages 120 to 143.
(c) Tangible fixed assets
Furniture
and fittings
£m
Computer
equipment
£m
Total
£m
Cost
Balance at 1 April 2023 0.1 1.7 1.8
Additions 0.1 0.3 0.4
Disposals 0.0 0.0 0.0
Balance at 31 March 2024 0.2 2.0 2.2
Depreciation
Balance at 1 April 2023 0.0 1.4 1.4
Charge for year 0.1 0.1 0.2
Disposals 0.0 0.0 0.0
Balance at 31 March 2024 0.1 1.5 1.6
Net book value
Balance at 31 March 2023 0.1 0.3 0.4
Balance at 31 March 2024 0.1 0.5 0.6
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(d) Intangible assets
Software
£m
Cost
Balance at 1 April 2023 and 31 March 2024 3.1
Depreciation and impairment losses
Balance at 1 April 2023 1.8
Charge for year 0.1
Balance at 31 March 2024 1.9
Net book value
Balance at 1 April 2023 and 31 March 2024 1.2
(e) Investments
Investments
in subsidiary
undertakings
£m
Cost or valuation
Balance at 1 April 2023 343.3
Expense in respect of share options transferred to subsidiary undertakings 1.1
Additions 31.2
Balance at 31 March 2024 375.6
Impairment
Balance at 1 April 2023 and 31 March 2024 18.7
Net book value
Balance at 31 March 2023 324.6
Balance at 31 March 2024 356.9
During the year the company contributed intercompany receivable balances in exchange for an issue of shares in its
subsidiary, Oxford Instruments Overseas Holdings Limited.
Related undertakings of the Group
The following disclosure is provided in accordance with Section 409 of the Companies Act 2006.
As of 31 March 2024, the companies listed below and on the following pages are indirectly held by Oxford Instruments plc
except for Oxford Instruments Industrial Products Holdings Limited, Oxford Instruments Nanotechnology Tools Holdings
Limited and Oxford Instruments Overseas Holdings Limited, which are all 100% directly owned by Oxford Instruments plc.
The financial year end of each company is 31 March unless otherwise indicated.
All subsidiary undertakings are controlled by the Group and their results are fully consolidated in the Group’s
financialstatements.
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NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
continued
(e) Investments continued
Subsidiaries
Company name Note Address Ownership interest
% of
class held
Andor Technology Limited 7 Millennium Way, Springvale Business Park,
Belfast, NI, BT12 7AL
Ordinary shares 100
Andor Technology, Inc. 300 Baker Avenue, Suite 150, Concord MA 01742,
United States
Common stock 100
Bitplane AG Zurcherstrasse 6, 8952 Schlieren, Switzerland Ordinary shares
Preference shares
100
First Light Imaging Corporation 5 1209 Orange Street, Wilmington DE 19801,
United States
Common stock 100
First Light Imaging Pte. Ltd. 5, 6 541 Orchard Road, #09-01 Liat Towers,
238881, Singapore
Ordinary shares 100
First Light Imaging SAS Europarc Sainte Victoire Bâtiment 5, Route de
Valbrillant Le Canet, 13590 Meyreuil France
Ordinary shares
Preference shares
100
Oxford Instruments AFM Limited 4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments America Inc 300 Baker Avenue, Suite 150, Concord MA 01742,
United States
Common stock 100
Oxford Instruments Asylum Research Inc 7416 Hollister Avenue, Santa Barbara, CA 93117,
United States
Common stock 100
Oxford Instruments Australia Pty Limited C/O ECOVIS, Suite 7, 13 Hickson Road, Dawes
Point, New South Wales, Australia
Ordinary shares 100
Oxford Instruments Funding Limited 1 PO Box 175, Frances House, Sir William Place,
St Peter Port, GY1 4HQ, Guernsey
Ordinary shares 100
Oxford Instruments GmbH Borsigstrasse 15a, 65205, Wiesbaden, Germany Ordinary shares 100
Oxford Instruments Holdings 2013 Inc 300 Baker Avenue, Suite 150, Concord MA 01742,
United States
Common stock 100
Oxford Instruments Holdings Europe Limited 4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Holdings GmbH Borsigstrasse 15a, 65205, Wiesbaden, Germany Ordinary shares 100
Oxford Instruments India
Private Limited
Plot No. A-279, Ground Floor Road No. 16A,
Ambica Nagar, Wagle Industrial Estate, Thane
(West), Thane, MH, 400604, India
Equity shares 100
Oxford Instruments Industrial Products
Holdings Limited
4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Industrial Products
Limited
Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Italia s.r.l., Via Della Chiusa 15, 20123, Milan, Italy Capital stock 100
Oxford Instruments KK Sumitomo Fudosan Osaki Twin Building East,
5-1-18 Kita-Shinagawa, Shinagawa-ku, Tokyo,
141-0001, Japan
Ordinary shares 100
Oxford Instruments Molecular Biotools
Limited
2 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
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Company name Note Address Ownership interest
% of
class held
Oxford Instruments Nanotechnology Tools
Holdings Limited
4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Nanotechnology Tools
Limited
Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Nordiska AB C/o TMF Sweden AB, Sergels Torg 12, 111 57,
Stockholm, Sweden
Shares 100
Oxford Instruments Overseas Holdings 2008
Limited
4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Overseas Holdings
Limited
4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Overseas Marketing
GmbH
Borsigstrasse 15a, 65205, Wiesbaden, Germany Ordinary shares 100
Oxford Instruments Overseas Marketing
Limited
Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments Private Limited Messrs Tan Rajah & Cheah, 80 Raffles Place,
#58-01 UOB Plaza 1, 048624, Singapore
Ordinary shares 100
Oxford Instruments SAS 9 Avenue du Canada, Immeuble ‘Le Méridien’,
91940 Les Ulis, France
Ordinary shares 100
Oxford Instruments
Technologies Oy
Technopolis Innopoli 1, Tekniikantie 12, Espoo,
02150, Finland
Ordinary shares 100
Oxford Instruments Technology (Shanghai)
Co. Ltd
Floor 1, Building 60, 461 Hongcao Road, Xuhui
District, Shanghai, China
Registered capital 100
Oxford Instruments
UK 2013 Limited
4 Tubney Woods, Abingdon, Oxon, OX13 5QX,
England
Ordinary shares 100
Oxford Instruments X-Ray Technology Inc 360 El Pueblo Road, Scotts Valley CA 95066,
United States
Common stock 100
Spectral Applied Research Inc 199 Bay Street, Suite 5300, Commerce Court
West, Toronto ON M5L 1B9, Canada
Common shares 100
WITec (Beijing) Scientific Technology Co. Ltd. 3 Unit 1307A, Air China Plaza Tower 1, No. 36
Xiaoyun Road, Chaoyang District, 100027, Beijing,
China
Registered capital 100
WITec Pte. Ltd. 3 25 International Business Park, #03-59A German
Centre, 609916, Singapore
Ordinary shares 100
WITec Wissenschaftliche Instrumente und
Technologie GmbH
Lise-Meitner-Str. 6, D-89081 Ulm, Germany Ordinary shares 100
1. UK tax resident.
2. Dormant entity.
3. Financial year end is 31 August.
4. Entity to take advantage of s479A Companies Act 2006 (S479A) audit exemption for the year ending 31 March 2024. Oxford Instruments plc will
issue a guarantee pursuant to S479A in relation the liabilities of the entity.
5. Financial year end is 31 December.
6. Voluntary strike-off in progress
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NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
continued
(f) Trade and other receivables
2024
£m
2023
£m
Amounts falling due after one year:
Amounts owed by subsidiary undertaking 3.0 41.8
Amounts falling due within one year:
Amounts owed by subsidiary undertaking 43.1 18.5
Other receivables 1.1 0.3
Prepayment and accrued income 4.1 1.4
48.3 20.2
Amounts owed by subsidiary undertakings are interest-free, unsecured and repayable on demand.
The company has no immediate intention to recall £3.0m (2023: £41.8m) of these balances in the short term and so these
amounts are classified as amounts falling due after more than one year.
(g) Trade and other payables
2024
£m
2023
£m
Amounts falling due within one year:
Trade payables 3.0 0.3
Amounts owed to subsidiary undertaking 82.5 85.7
Tax, social security and sales-related taxes 2.3 1.7
Accruals and deferred income 10.7 12.2
98.5 99.9
Amounts owed to subsidiary undertakings are interest-free and repayable on demand.
(h) Bank overdraft
2024
£m
2023
£m
Current
Bank overdraft 2.6 0.2
At the end of the year 2.6 0.2
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(i) Deferred tax asset
2024
£m
2023
£m
Balance at 1 April 2.3 0.1
Statement of income debit 0.1 (0.8)
Other comprehensive income credit (0.3) 3.0
Balance at 31 March 2.1 2.3
The amounts of deferred tax assets are as follows:
Recognised
2024
£m
2023
£m
Excess of depreciation over corresponding capital allowance 0.2 0.4
Employee benefits – pension and share scheme 1.9 1.9
2.1 2.3
The company recognises deferred tax assets only to the extent that there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.
The rate of UK corporation tax increased to 25% from 1 April 2023. The UK deferred tax assets and liabilities have been
calculated based on the enacted rate of 25%.
(j) Pension commitments
The company and its employees contribute to the Oxford Instruments Pension Scheme (‘the Scheme’), a defined benefit
pension scheme, which offers pensions in retirement and death in service benefit to members. Pension benefits are related to
members’ final salary at retirement and their length of service.
The Scheme was closed to new members from 1 April 2001. Since this date, new employees have been invited to join the
Oxford Instruments Stakeholder Plan, a defined contribution scheme. The Scheme is also closed to future accrual.
The Oxford Instruments Group policy for charging net defined benefit costs to participating entities states that member costs
are charged directly to a participating company if that member is also an employee of said participating company. The costs
of scheme members that are no longer employees of any participating company or directly affiliated with a Group company
are allocated on the basis of the participating company’s scheme members as a percentage of the total scheme members
that are also employees of participating companies.
The policy for determining contributions to be paid by participating companies is the same as that for charging net defined
benefit costs.
Details of the scheme, its most recent actuarial valuation and its funding can be found in Note 24 to the Group Financial
Statements. The contributions paid by the company to the Oxford Instruments Pension Scheme were £2.0m (2023: £2.8m). The
company’s share of the retirement benefit asset was £3.7m (2023: £6.0m).
(k) Guarantees
The company has given a guarantee to the pension scheme in respect of the liability of its UK subsidiaries to the pension
scheme. The guarantee is for the excess of 105% of the liabilities of the scheme, calculated on the basis of Section 179 of the
Pensions Act 2004, over the assets of the scheme.
The company and its UK subsidiaries have entered into a cross-guarantee for £10.0m (2023: £10.0m) in respect of bank
overdraft facilities, of which £nil (2023: £nil) was drawn at the year end.
(l) Commitments
At 31 March 2024, capital commitments contracted were £nil (2023: £nil) and authorised were £nil (2023: £nil).
(m) Related party transactions
The company has a related party relationship with its Directors and Executive Officers and with its wholly owned
subsidiarycompanies.
Transactions with key management personnel are disclosed in the Remuneration Report on pages 120 to 143. There were
noother significant transactions with key management personnel in either the current or preceding year.
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INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF OXFORD INSTRUMENTS PLC
Opinion on the financial statements
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March 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 United Kingdom Generally
Accepted Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of Oxford Instruments plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 March 2024 which comprise the Consolidated Statement of Income, the Consolidated Statement
of Comprehensive Income, Consolidated Statement of Financial Position, Consolidated Statement of Changes in Equity,
Consolidated Statement of Cash Flows, Parent Company Statement of Financial Position, Parent Company Statement of
Changes in Equity and notes to the financial statements, including a summary of material accounting policies. The financial
reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of
the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial
Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee.
Independence
Following the recommendation of the audit committee, we were appointed by the Board of Directors on 4 March 2020
to audit the financial statements for the year ended 31 March 2021 and subsequent financial periods. The period of total
uninterrupted engagement is four years, covering the years ended 31 March 2021 to 31 March 2024. We remain independent
of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that
standard were not provided to the Group or the Parent Company.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the
Parent Company’s ability to continue to adopt the going concern basis of accounting included:
• Evaluating the Directors’ method of assessing going concern including the relevance and reliability of underlying data
used to make the assessment, and whether assumptions and changes to assumptions from prior years are appropriate
and consistent with each other.
• Considering the adequacy of the Group’s banking facilities and ability to meet key financial covenants.
• Testing the arithmetic accuracy of the model, challenging the assumptions applied and where possible agreeing the
model to supporting documentation, including order books.
• Considering the appropriateness of the downside scenarios and challenging the Directors on the completeness and level
of downside assumptions based on our industry knowledge.
• Review of the Directors’ downside scenario modelling forecasts, modelling scenarios to covenants and consideration of the
likelihood of occurrence and feasible actions to increase headroom.
• Reviewing the period assessed by the Directors ensuring that it meets the requirements of the applicable accounting
standards, and challenging the Directors on whether there are any future events falling outside of the period considered
that may impact the assessment completed.
• Reviewing the adequacy and appropriateness of disclosures in the financial statements regarding the going
concernassessment.
• Comparing the level of available financial resources with the Group’s financial forecasts, including taking account of
reasonably possible (but not unrealistic) adverse effects that could arise from risks, both individually and collectively,
relating to the Group.
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members of Oxford Instruments plc

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
Coverage 95% (2023: 91%) of Group profit before tax (PBT)
94% (2023: 99%) of Group revenue
85% (2023: 94%) of Group total assets
Key audit matters
2024 2023
Revenue recognition
Inventory provisioning –
Materiality Group financial statements as a whole
£3.5m (2023: £3.68m) based on 5% (2023: 5%) of Profit before tax
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system
of internal control, and assessing the risks of material misstatement in the financial statements. We also addressed the risk of
management override of internal controls, including assessing whether there was evidence of bias by the Directors that may
have represented a risk of material misstatement.
For the Group audit we determined the individual components on which the scope of our work would be undertaken, and for
each of these components we then determined whether they are significant, non-significant full scope, or other in-scope with
specified procedures. We considered that a component is significant if it either represents over 15% of Group revenues, 15% of
PBT, or significant by risk. A full scope audit was undertaken for the significant components, along with certain components
which had full scope local statutory reporting requirements. This provided total coverage of 54% of revenues and 56% of PBT,
of which 32% and 49% respectively was performed by the Group engagement team, with the remainder performed by local
BDO member firms. Full scope procedures provided coverage of 62% across total Group assets. Specific procedures, including
revenue testing, were performed on the other in scope components representing 40% of Group revenues and 39% of PBT, of
which 22% and 26% respectively was performed by the Group engagement team. Specified procedures provided coverage of
23% across total Group assets.
We have scoped in and classified four components as significant, all of which are in the UK and Northern Ireland. Four other
components have been scoped in, including the Parent company in the UK, with the others being in the UK, Germany and
Japan. All these have been audited under full scope audit procedures. In addition, there are seven other in-scope components
where specified audit procedures have been undertaken.
The three significant UK components, and the Parent company were audited by the Group engagement team, with the
fourth significant component undertaken by a BDO member firm in Belfast. The Group engagement team also performed
the specified procedures on the US component. In addition, the BDO member firm in Belfast performed specified procedures
on three of the other in-scope components. Local BDO member firms performed the audit work on the remaining two full
scope components (Germany and Japan), in addition to the two other specified procedures components. The remaining
two components have been subject to specified audit procedures using Group materiality by the Group engagement team.
All other components were scoped in for analytical review procedures performed by the Group audit team to confirm our
conclusion that there were no significant risks of material misstatement of the aggregated financial information.
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INDEPENDENT AUDITOR’S REPORT continued
TO THE MEMBERS OF OXFORD INSTRUMENTS PLC
Our involvement with component auditors
For the work performed by component auditors, we determined the level of involvement needed in order to be able to
conclude whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group financial
statements as a whole. Our involvement with component auditors included the following:
The Group team instructed the component auditors with specific focus on the significant risk areas to be covered, including
the Key Audit Matter (Revenue) detailed below. The component’s materiality was set by the Group audit team, having regards
to the size and risk of the specific component in relation to the Group as a whole. The audit work by the Group engagement
team, as well as the component auditors, was performed on-site and remotely.
The Group audit team visited the significant component site in Belfast and had remote calls with component management
and local audit teams in Japan and Germany. For all significant and other in scope locations not audited by the Group team,
regular remote calls were undertaken through the planning, execution and completion stages of the work, where findings
were discussed, remote reviews of component auditors’ files were performed, and additional work was undertaken as
necessary by the component auditor.
Climate change
Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements
included:
• Enquiries and challenge of management and those charged with governance to understand the actions they have taken
to identify climate-related risks and their potential impacts on the financial statements and to adequately disclose climate-
related risks within the annual report;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate
change affects this particular sector;
• Involvement of climate-related specialist in evaluating managements risk assessment; and
• Review of the minutes of Audit and Risk Committee meetings and Sustainability Committee meetings and other papers
related to climate change and performed a risk assessment as to how the impact of the Group’s commitment as set out in
the TCFD Report may affect the financial statements and our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments, have been reflected, where appropriate, in the Directors’ going concern assessment and viability assessment.
We also assessed the consistency of management’s disclosures included as Other Information in the TCFD Report and with
our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by
climate-related risks and related commitments.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not
due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of
resources in the audit, and directing the efforts of the engagement team. These matters were addressed in the context of our
audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
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Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition
(Revenue £470.4 million;
2023: £444.7 million)
Refer to para (q)
(accounting policy)
and note 1 (financial
disclosures).
Given the nature of the products’
varying INCO terms and installation
arrangements, across the various
divisions, there are manual procedures
involved in determining when control
has passed, and therefore revenue
recognised, which is assessed by two
factors: when INCO terms have been
met and when the installation element
of the sale has been completed.
Therefore, because there is a manual
assessment, there is judgement and
the ability to manipulate revenue
cut-off, leading this to be a key audit
matter.
Our procedures included:
Testing, on a sample basis, whether specific
product revenue transactions around the year end,
including those within deferred and accrued income
balances at the year end, had been recognised in the
appropriate period.
Each item was tested by assessing the nature of
products and the terms of sale within the associated
contracts. Revenue recognition was tested by
confirming relevant INCO terms to supporting
evidence, including installation acceptances or
shipping/delivery dates to carrier, as appropriate.
Testing, on a sample basis, credit notes issued after
the year-end, for evidence that related revenue for
the year under audit should be reduced.
Key observations:
Nothing has come to our attention which suggests
that, in all material respects, revenue has been
recognised in the incorrect period.
Inventory provisioning
(Inventories: £108.4
million (2023: £81.4
million)
Refer to para (b and
i) (accounting policy)
and note 15 (financial
disclosures).
During our audit, we identified inventory
provisioning as a key audit matter
due to the inherent complexity of the
group’s inventory provision calculations
and the significant judgments made
by management in determining the
appropriate level of provision required.
The complexity in inventory
provisioning for this manufacturing
Group arises from a variety of factors,
including the diverse range of products,
and the estimation processes required
to assess potential obsolescence.
Slow-moving and obsolete inventory
provision is generally system
generated and determined with
respect to the ageing of inventory
and forecast demand/usage. The
provision percentage for raw materials
in particular is significant in the
subsidiaries that produce products at
greater volumes.
Whilst historically the annual
movement in provisions held over
inventory are low, the amounts
cumulatively held on the statement of
financial position are significant, and
therefore any changes in assessments
over valuations could have a material
income statement impact.
We critically reviewed and challenged the
assumptions and methodologies used by
management in the calculation of inventory
provisions, including an assessment of historical data
and trends.
We critically challenged management’s assessment
of those provisions by performing our own stand
back procedures. These included discussions with
engineers and other members outside of the finance
team, to determine any changes in the status of each
of the inventory lines, including obsolescence.
We have assessed the completeness over these
provisions, by reviewing the subsequent sale of
finished items held within year-end inventory, and
reviewed items held within raw materials to ensure
that they are still used within the business, and to
consider whether there is evidence that an inventory
provision is required. Where we have become aware
of changes in the pattern of customer orders through
our inquiries and other procedures performed, we
have challenged management as to whether these
changes in circumstances may indicate additional
provisions required.
We performed a retrospective review of the prior year
inventory provisions held by the group, to assess the
reasonability of the estimation process.
In addition to all of the procedures above, for certain
components where ageing is used to calculate
provisions, we have reviewed inventory provisions
made by management, agreeing the invoice date
which was used to calculate the age of inventory to
supplier invoices and recalculated the provisions to
corroborate the appropriateness of those provisions.
Key observations:
Based on the work performed, we consider the
inventory provision assessed by management to be
reasonable.
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INDEPENDENT AUDITOR’S REPORT continued
TO THE MEMBERS OF OXFORD INSTRUMENTS PLC
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Group financial statements Parent company financial statements
2024
£m
2023
£m
2024
£m
2023
£m
Materiality 3.5 3.68 3.15 3.31
Basis for determining
materiality
5% of Profit
before tax
5% of Profit
before tax
90% of group
materiality
90% of group
materiality
Rationale for the
benchmark applied
As a trading Group, profit before tax is considered
to be the most relevant GAAP measure for the
users of the financial statements.
Set at 90% (2023: 90%) of group materiality
given the assessment of the components
aggregation risk.
Performance materiality 2.28 2.39 2.04 2.15
Basis for determining
performance materiality
65% of materiality 65% of materiality 65% of materiality 65% of materiality
Rationale for the
percentage applied for
performance materiality
We set performance materiality taking into account our assessment of the control environment,
the history of misstatements, along with management’s attitude to proposed adjustments.
Component materiality
We set materiality for each component of the Group based on a percentage of between 30% and 90% (2023: 30% and 90%)
of Group materiality dependent on the size and our assessment of the risk of material misstatement of that component.
Component materiality ranged from £1.1m to £3.15m (2023: £1.0m to £3.31m). In the audit of each component, we further
applied performance materiality levels of 65% (2023: 65%) of the component materiality to our testing to ensure that the risk
of errors exceeding component materiality was appropriately mitigated.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £80,000 (2023:
£80,000) and £70,000 (2023: £70,000) for the group and parent company financial statements, respectively. We also agreed
to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the Report
and Financial Statements other than the financial statements and our auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course
of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
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Corporate governance statement
The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified set out on page 81; and
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 81.
Other Code provisions
• Directors’ statement on fair, balanced and understandable set out on page 148;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 72;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on pages 70–78; and
• The section describing the work of the audit committee set out on pages 110–116.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements in
the Strategic report or the Directors’ report.
Directors’ remuneration
• In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Matters on which we
are required to report
by exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us 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.
Responsibilities of Directors
As explained more fully in the Directors’ Responsibilities statement, the Directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether
due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have
no realistic alternative but to do so.
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INDEPENDENT AUDITOR’S REPORT continued
TO THE MEMBERS OF OXFORD INSTRUMENTS PLC
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these financial statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. These
procedures were incorporated into our instructions to the component auditors for the material and significant components not
audited by the Group engagement team, and the results included as part of our review of their work. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management, in-house legal counsel, internal audit and those charged with governance; and
• Obtaining and understanding of the Group’s policies and procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be the Companies Act 2006, the relevant tax legislation, Listing Rules,
along with the relevant financial reporting framework (UK adopted international accounting standards, United Kingdom
Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice)).
The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on
the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified
such laws and regulations to be the health and safety legislation, bribery legislation, modern slavery and data protection.
Our procedures in respect of the above included:
• Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and
regulations;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and
regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment
procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
• Enquiry of management, in-house legal counsel and internal audit concerning actual and potential litigation and claims;
• Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material
misstatement due to fraud; and
• Considering remuneration incentive schemes and performance targets and the related financial statement areas
impacted by these.
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Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls,
revenue recognition and key areas of estimation uncertainty or judgement.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met a defined risk criteria, by agreeing to supporting
documentation;
• Assessing significant estimates made by management for bias in particular in respect of the inventory provisioning,
intangible assets impairment review, and assumptions used in determining the defined benefit pension liability; and
• In response to the risk of fraud in revenue recognition, the procedures set out in the key audit matters section above.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members,
including component engagement teams, who were all deemed to have appropriate competence and capabilities, and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For component
engagement teams, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that
the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error,
as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of our report
This report is made solely to the Parent 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 Parent 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 Parent Company and the Parent Company’s members as
a body, for our audit work, for this report, or for the opinions we have formed.
SANDRA THOMPSON (SENIOR STATUTORY AUDITOR)
For and on behalf of BDO LLP, Statutory Auditor
Reading, United Kingdom
11 June 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
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Consolidated Statement of Income
2020
£m
2021
£m
2022
£m
2023
£m
2024
£m
Revenue from continuing operations 317.4 318.5 367.3 444.7 470.4
Adjusted operating profit from continuing operations
1
50.5 56.7 66.3 80.5 80.3
Intellectual property litigation settlement – – – – 3.3
Transaction related costs – (0.4) (0.4) – (1.0)
Release of provision on disposal – – – 0.4 –
Adjustments relating to defined benefit pension schemes 0.6 – – – (0.4)
WITec post-acquisition gross margin adjustment – – (1.7) (0.5) –
Restructuring costs and charges associated with
management changes (0.2) – – (0.4) (3.7)
Intellectual property litigation costs – – – (0.5) (0.4)
Impairment of inventory (0.4) – – – –
Profit on disposal of associate 6.5 – – – –
Impairment of capitalised development costs (7.1 ) (1.3) – (0.8) –
Amortisation and impairment of acquired intangibles (8.7) (8.4) (9.5) (9.3) (9.1)
Fair value movement on financial derivatives (1.4) 6.4 (6.4) 3.0 (0.7)
Operating profit from continuing operations 39.8 53.0 48.3 72.4 68.3
Net financing (costs)/income (1.0) (0.8) (0.7) 1.1 3.0
Profit before taxation from continuing operations 38.8 52.2 47.6 73.5 71.3
Income tax expense (6.8) (10.4) (9.0) (14.9) (20.6)
Profit for the year from continuing operations 32.0 41.8 38.6 58.6 50.7
Adjusted profit before tax from continuing operations 49.5 55.9 65.9 82.0 83.3
Consolidated Statement of Financial Position
Property, plant and equipment 21.8 21.1 31.7 59.3 80.5
Right-of-use assets 8.2 7.3 17.9 31.4 32.4
Intangible assets 135.5 122.6 140.7 132.1 137.9
Investment in associate – – – – –
Long-term receivables – – – 0.5 1.3
Deferred and current tax 2.7 3.9 (5.4) (2.9) (5.8)
Inventories 58.8 58.7 65.3 81.4 108.4
Trade and other receivables 72.0 76.0 95.8 115.2 117.2
Trade and other payables (128.6) (121.4) (141.0) (160.6) (166.3)
Lease payables (2.1) (2.6) (3.5) (5.2) (4.8)
Net assets excluding net cash 168.3 166.6 201.5 251.2 300.8
Cash and cash equivalents 119.5 128.0 96.4 112.7 97. 8
Bank overdrafts (24.1) (30.4) (8.7) (11.2) (12.3)
Bank borrowings (27.9) – (1.8) (1.3) (1.7)
Net cash 67. 5 97.6 85.9 100.2 83.8
Lease payables (6.5) (4.9) (14.9) (26.2) (28.6)
Provisions (8.4) (9.4) (7.8) (7.6) (6.4)
Retirement benefit obligations 30.7 16.3 51.7 26.4 16.1
Net assets employed/capital and reserves
attributable to the company’s equity holders 251.6 266.2 316.4 344.0 365.7
HISTORICAL FINANCIAL SUMMARY
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Cash flows from continuing operations
2020
£m
2021
£m
2022
£m
2023
£m
2024
£m
Net cash from operating activities 55.2 42.0 49.1 66.5 41.6
Net cash generated from/(used in) investing activities 6.0 (5.1) (45.6) (36.4) (36.7)
Net cash used in financing activities (11.4) (30.5) (15.7) (16.6) (18.0)
Net increase/(decrease) in cash equivalents
from continuing operations 49.8 6.4 (12.2) 13.5 (13.1)
Per ordinary share pence pence pence pence pence
Earnings – continuing 55.9 72.8 67.1 101.6 87.7
Adjusted earnings
1
70.2 78.6 94.3 112.7 109.0
Dividends – 17.0 18.1 19.5 20.8
Employees Number Number Number Number Number
Average number of employees 1,585 1,619 1,878 2,027 2,244
1. Adjusted numbers are stated to give a better understanding of the underlying business performance. Details of adjusting items can be found in
Note 2 to the Group Financial Statements.
CBP00019082504183028
Printed by a CarbonNeutral® Company certified to ISO 14001 environmental
management system.
Printed on material from well-managed, FSC® certified forests and other
controlledsources.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation
and meets the chemical requirements of the Nordic Ecolabel (Nordic Swan) for
printingcompanies, 95% of press chemicals are recycled for further use and, on
average99% of any waste associated with this production will be recycled and the
remaining 1% used to generate energy.
The paper is Carbon Balanced with World Land Trust, an international conservation
charity, who offset carbon emissions through the purchase and preservation of
high conservation value land. Through protecting standing forests, under threat
ofclearance,carbon is locked-in, that would otherwise be released.

Oxford Instruments plc
Tubney Woods,
Abingdon,
Oxfordshire.
OX13 5QX.
t: +44(0)1865 393200
e: investors@oxinst.com
www.oxinst.com
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