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Accelerating
breakthroughs
Oxford Instruments plc
Annual Report 2025
Oxford Instruments plc
Annual Report 2025
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-hub
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.
Our Purpose
Oxford Instruments plc
Annual Report 2025
Financial StatementsGovernanceStrategic ReportOverview
01
2025
highlights
Chief
Executive
Officer’s
review
Finance
review
pg
02
pg
11
pg
37
At a glance
Reasons
to invest
Sustainability
pg
05
pg
21
pg
45
Our purpose-
led approach
Our strategy
for growth
Governance
pg
07
pg
29
pg
82
Contents
Overview
02 2025 highlights
05 At a glance
07 Our purpose-led approach
Strategic Report
09 Chair’s statement
11 Chief Executive Officer’s review
21 Reasons to invest
23 Our business model
27 Engaging with our stakeholders
29 Our strategy for growth
33 Our strategy in action
35 Key performance indicators
37 Finance review
45 Sustainability
47 Sustainability – environment
52 Sustainability – TCFD statement
61 Sustainability – social
67 Sustainability – governance
69 Risk management
79 Viability statement
81 Non-financial information
statement
Governance
83 Chair’s overview
85 Board of Directors
88 Board leadership and company
purpose
88 Corporate Governance statement
89 How we engage with
stakeholders
94 Section 172(1) Statement
95 Division of responsibilities
100 Composition, succession and
evaluation
105 Nomination Committee Report
109 Audit and Risk Committee Report
116 Sustainability Committee Report
119 Remuneration Committee report
122 Directors’ remuneration report
140 Shareholder information
141 Directors’ report
144 Directors’ responsibilities
Financial statements
146 Consolidated statement of
income
146 Consolidated statement of
comprehensive income
147 Consolidated statement of
financial position
148 Consolidated statement of
changes in equity
149 Consolidated statement of
cashflows
150 Material accounting policies
157 Notes to the consolidated
financial statements
190 Parent Company statement of
financial position
191 Parent Company statement of
changes in equity
192 Notes to the Parent Company
financial statements
201 Independent auditor’s report
to the members of Oxford
Instruments plc
211 Historical financial summary
Strategic actions drive strong revenue and profit growth, together with margin progression.
Adjusted financial highlights
1
Revenue
£500.6m
(2024: £470.4m) % change
organic constant
currency (OCC)
2
+6.4% +6.5%
Adjusted operating profit
£82.2m
(2024: £80.3m) % change
OCC
+2.4% +10.8%
Adjusted operating profit margin
16.4% (70bps)
Organic constant currency
profit margin
17.8% +70 b ps
(2024: 17.1%)
Adjusted basic earnings per share
112.4p
(2024: 109.0p)
+3.1%
Cash conversion
3
89%
(2024: 64%)
Net cash
4
£84.4m
(2024: £83.8m)
Strong performance with significant growth
1 Adjusted items exclude the amortisation and impairment of acquired
intangible assets, acquisition items, business reorganisation costs,
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 37 to 44 and Note 2, pages
161 to 162.
2 References to year-on-year movements and margin percentages
are shown at OCC or constant currency (CC) as appropriate. 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.
3 Normalised cash conversion measures the percentage of adjusted
cash from operations to adjusted operating profit, as set out in the
Financereview.
4 Net cash includes total borrowings, cash at bank and bank overdrafts
but excludes IFRS 16 leaseliabilities.
5 Proposed dividend per share, to be confirmed at the annual general
meeting on 28 July 2025.
Oxford Instruments plc
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Financial StatementsGovernanceStrategic ReportOverview
02
2025 highlights
Oxford Instruments plc
Annual Report 2025
Financial StatementsGovernanceStrategic ReportOverview
03
2025 highlights continued
Statutory financial highlights
Operating profit
£39.2m
(2024: £68.3m)
(42.6%)
Profit before taxation
£39.8m
(2024: £71.3m)
(44.2%)
Operating profit margin
7.8%
(2024: 14.5%)
(670bps)
Basic earnings per share
44.8p
(2024: 87.7p)
(48.9%)
Dividend per share for
the year (proposed)
5
22.2p
(2024: 20.8p)
+6.7%
Revenue
£500.6m
(2024: £470.4m)
+6.4%
Oxford Instruments plc
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Financial StatementsGovernanceStrategic ReportOverview
04
2025 highlights continued
• Revenue exceeds £500m for the first
time, up by 6.5% at OCC
2
• Good growth in semiconductor and
materials analysis, offsetting continued
weakness in healthcare & life science
• Strong performance across North
America, Asia and Europe, with
successful pivot to new markets in
China, now complete
• Double-digit revenue growth from
commercial customers (c. 50% of
revenue, up from 45% in 2024) as we
leverage our strength in our priority
technologies, from academia to
commercial and applied R&D
• Adjusted operating profit of £82.2m,
up 10.8% OCC, and adjusted operating
profit margin of 17.8% OCC, up 70bps,
supported by operational efficiencies
and new, simplified Group structure
• Imaging & Analysis: OCC margin
24.7%, up 60bps – in the upper range
of medium-term guidance, reflecting
early results in strategic action, and
despite market headwinds in life
science holding back growth and
operating leverage
• Advanced Technologies: constant
currency margin of 4.5%, up 360bps –
fix and improve action plan on track,
with continued double-digit growth in
compound semi business scaling and
quantum returned to profitability
• Robust demand and resulting
orderbook provide good visibility
foryear ahead
• £84.4m net cash (2024: £83.8m)
after£15.4m acquisition consideration;
normalised cash conversion improved
to 89% from 64% in 2024
• FX headwind of £8.5m on adjusted
operating profit, largely due to
USD weakening
• 6.7% increase in the total dividend
to22.2p (2024: 20.8p)
5
See page 03 for notes 2 and 5.
Financial and operational highlights
Sale of quantum business
and £50m share buyback
programme launched
• Binding agreement to sell
NanoScience, the Group’s quantum
business, for consideration of £60m,
of which £3m deferred. One-off
transaction costs expected to be
£2m–£3m
• Enables the Group to focus on
businesses with strong growth
and margin characteristics where
it is best placed to deliver value
for shareholders
• Accelerates progress to deliver
the Group’s medium-term
margin targets
• Strength of balance sheet
and proceeds from the sale of
NanoScience enable up to £50m
share buyback programme which
will commence shortly
Oxford Instruments plc
Annual Report 2025
Financial StatementsGovernanceStrategic ReportOverview
05
At a glance
Total revenue
£500.6m
+2,200
Employees
27
Base locations
23
Countries from
which we operate
We are a leading provider of scientific
technology and expertise to academic
and commercial partners worldwide
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.
Revenue split by sector
Imaging & Analysis £330.5m
Advanced Technologies £170.1m
For further details / Pages 15 to 18
Advanced Technologies
Compound semiconductor
fabrication equipment, cryogenic
and superconducting magnet
technology and X-ray tubes
Imaging & Analysis
Microscopy, cameras, analytical
instruments and software
Our divisional structure
Oxford Instruments plc
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Financial StatementsGovernanceStrategic ReportOverview
06
4
primary regions
3
primary end markets
Where we operate
We sell products and services all over the world, employing
more than 2,200 people across 27 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
EMEA-I £134.9m
North America £154.5m
China £107. 2m
East and Southeast Asia £100.5m
Rest of world £3.5m
Materials analysis £203.7m
Semiconductor £144.8m
Healthcare & life science £78.3m
Other markets, including quantum £73.8m
At a glance continued
Oxford Instruments plc
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Our purpose-led approach
Our technology and scientific expertise enables our customers to discover
and bring to market exciting new advances that drive human progress.
To accelerate the breakthroughs that
create a brighter future for our world
Be the scientific instrumentation partner in every significant lab and production facility across the world
Powering our ambition
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
Our strategy for growth / Pages 29 to 32
Driven by our strategy
Oxford Instruments plc
Annual Report 2025
Financial StatementsGovernanceStrategic ReportOverview
08
Our purpose-led approach continued
Delivering for our key end markets
Creating value for our stakeholders
Materials analysis
Our key structural growth end markets / page 25
How we engage with our stakeholders / pages 89 to 93
Custom ers
Customer intimacy helps
us to identify additional
opportunities to deliver
increased value to
our customers
Market drivers
Supporting advanced material development and sustainability
progress, with improved performance from finite resources
Healthcare & life science
Market drivers
Supporting development of improved treatments & vaccines
atlower cost, and personalised medicine & therapies
Semiconductor
Market drivers
Supporting growth in bandwidth, connectivity and faster
devices; power efficiency and the greening of the economy
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
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 2025
Financial StatementsGovernanceStrategic ReportOverview
09
Chair’s statement
Strategic actions
beginning to unlock
the full potential of
Oxford Instruments
“ This has been an excellent
year for Oxford Instruments,
with strong financial results
and significant early progress
on the delivery of our strategy.”
NEIL CARSON
Chair
It has been a year of positive progress at Oxford Instruments,
culminating in an excellent set of results which underline our
confidence in the mid-term outcomes set out in last year’s
strategic update (and in Richard’s review on page 12).
A year on, we have streamlined our divisional structure, begun
our operational transformation and completed our regional pivot,
reducing our exposure in China, while continuing to focus on our
core strengths. Through these actions, we are creating a simpler,
sharper and more commercially focused organisation, to put
ourselves in the best possible shape to fulfil our strong potential.
The revenue, profit and margin growth we have achieved
demonstrate that we are heading in the right direction.
Our business is driven by supporting academic research and the
development of new applications and products, accelerating our
customers’ progress in our chosen structural growth markets. We
anticipate global drivers, connecting academic and commercial
researchers, and acting as a catalyst to unlock real world
progress. Our unique position provides us with valuable resilience
from the usual macro market cyclicality, as we help customers
globally to fulfil the ever-present need to innovate.
Over the coming year, we will continue to focus on reshaping
Oxford Instruments and deploying our capital on the most value-
creating areas of the business, in pursuit of improved outcomes
for all our stakeholders.
Our people delivering positive change
I have been impressed with the way teams around the business
have embraced our strategic priorities, immediately getting
under way with delivery in pursuit of our ambitions. I was pleased
to be able to join part of the strategy-focused Leadership
conference held last September and hear at first hand some of
the plans that were taking shape, many of which have already
come to fruition. Our new ways of working, set out on page 61,
have proven to be a strong set of guiding principles for teams
and individuals as they work to make Oxford Instruments a
more customer-led, commercially focused business, and are
becoming part of the everyday language of Oxford Instruments,
as intended.
Oxford Instruments plc
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Financial StatementsGovernanceStrategic ReportOverview
10
Chair’s statement continued
I would like to take this opportunity to thank all our employees
around the world for their contribution to an excellent set of
results. On behalf of the Board, I also wish a warm welcome
to new colleagues at our newly acquired business FemtoTools
in Zurich, who joined us formally at the end of June 2024.
FemtoTools is now fully integrated with Imaging & Analysis,
addressing new customers and new markets as part of
OxfordInstruments.
Sustainability
This has been a milestone year on our sustainability journey, with
the approval of our ambitious science-based net zero plans by
the Science Based Targets initiative (SBTi) and the publication
of our net zero transition plan, which sets out how we will reach
net zero in Scopes 1 and 2 by 2030, and across all three scopes
by 2045.
Board changes in the year
It is my pleasure, on behalf of my fellow Directors, to welcome
two new members to the Board this year. Paul Fry joined Oxford
Instruments in January and took up the roles of Chief Financial
Officer and Executive Director on 1 April 2025. Paul brings a
wealth of highly relevant experience in business transformation,
most recently as CFO at Argenta Group, and previously at
Vectura plc, and is already demonstrating the value he will
bring to the organisation as he partners with Richard Tyson to
drive the company forward and unlock its full potential. We also
welcomed Rowena Innocent, who joined us as a Non-Executive
Director on 17 February 2025. Rowena holds a number of
academic and advisory posts in addition to her role as consultant
at AcoustoFab Ltd, and with more than 30 years’ experience in
high-tech product design and manufacturing, her deep technical
understanding and commercial acumen will be an asset to
ourBoard.
I would like to offer our sincere best wishes to Gavin Hill, who
stepped down as Chief Financial Officer and Executive Director
at the end of the financial year (31 March 2025), and who will
leave Oxford Instruments this month.
Gavin has made a very significant contribution to Oxford
Instruments over the past nine years, and has been a strong
steward of the company’s finances throughout his tenure, shaping
our growth and building the foundations for ongoing success.
Wewish Gavin every happiness and success in the future.
Our thanks and best wishes also go to Mary Waldner, who
stepped down as Non-Executive Director in February 2025,
after nine years of sterling service to the Board, and to Reshma
Ramachandran, who stepped down in July 2024 due to
her executive role limiting the time available to commit to
OxfordInstruments.
Parting ways with NanoScience
This week marks an important moment for Oxford Instruments,
with the sale of our quantum-focused business NanoScience.
For Oxford Instruments, the decision is consistent with our focus
on our three core markets: materials analysis, semiconductor,
and healthcare and life science. It aligns with our strategy
to focus and invest in the best areas of opportunity to create
value for shareholders, and supports progress towards our
medium-term margin targets.
For NanoScience, the new owners Quantum Design’s desire
to lead the business through the next stage of its journey is
a testament to its talented team and excellent technology.
I wish our departing colleagues every success in the future.
I also want to acknowledge NanoScience’s direct connection
to the groundbreaking work begun by our founders, Sir Martin
and Lady Audrey Wood, with its long history of making advances
in low-temperature physics and magnet technology. We will
continue to celebrate the vital role of the Woods in our success
and carry their innovative ethos with us into the future.
Dividend
In line with our progressive dividend policy and strong trading
performance in the year, the Board is proposing a final dividend
of 17.1p per share (2024: 15.9p), which is subject to approval at the
AGM on 28July2025.
“ Coping with a constantly changing world
requires real agility and resilience, qualities
which the people of Oxford Instruments
have in abundance.”
Looking ahead
In common with all businesses, we are operating in a very
complex and fast-moving environment. The world order is
shifting, the climate is changing, and rapid and consequential
technological advances are taking place – many of them helped
along by Oxford Instruments, as we set out in this report. Coping
with a constantly changing world requires real agility and
resilience, qualities which the people of Oxford Instruments
have in abundance.
If recent months and years are any guide, we and others may
face unpredictable geopolitical and macroeconomic events
through the coming year – but our purpose and strategy give
us real clarity as we move forward, and whatever lies ahead on
the world stage, there is much positive progress within our own
control as we look to the year ahead. I have every confidence
that our excellent team will address the coming year with their
characteristic innovative and agile spirit, and look forward to
reporting on our progress in 12 months’ time.
NEIL CARSON
Chair
12 June 2025
Oxford Instruments plc
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Excellent
performance with
significant progress
on strategic priorities
I am pleased to report on an excellent full-year performance for
Oxford Instruments. The actions we have taken to simplify the
Group, improve commercial execution and realign our regional
presence have resulted in strong growth in revenue and profit,
and increased margins in both divisions. As signalled at half
year, our targeted actions underpinned a strong second half
performance, a particularly encouraging achievement in the
context of a challenging geopolitical and macro environment.
Orders
£463.7m
(2024: £459.1m)
Adjusted
1
operating profit
£82.2m
(2024: £80.3m)
Revenue
£500.6m
(2024: £470.4m)
Adjusted
1
organic constant currency operating margin
17.8%
(2024: 17.1%)
Chief Executive Officer’s review
1. Details of adjusting items can be found in note 2 to the financial statements.
“ I am really pleased with the
agility and performance of
our team across the business
as they have responded to
change and navigated the
current macro environment.”
RICHARD TYSON
Chief Executive Officer
Oxford Instruments plc
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12
Demand for our market-leading technology, led by commercial
customers, has resulted in strong double-digit revenue growth
in both compound and silicon semiconductor markets, and
continued growth in materials analysis applications, which
together have more than offset ongoing weakness in healthcare
and life science.
With good growth in orders and a robust order book, we have
good visibility of planned revenues for the coming year, with order
book to revenue ratios in line with historical patterns. We have
mitigated the direct impacts of tariffs on existing orders through
positive engagement with customers. With key semiconductor
product lines currently exempt from the 10% US universal tariff,
and with further mitigating actions at our disposal, we are
confident we can continue to navigate this dynamic situation.
The outcomes we have achieved reinforce our confidence in our
ability to achieve the mid-term outcomes outlined in June 2024,
which are as follows:
• organic revenue 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 27%);
• selective acquisitions bringing complementary capabilities.
Positive strategic and operational progress
As we set out in June 2024, our exceptional technology,
strong talent base, well-distributed regional infrastructure and
exposure to attractive markets give us a strong platform from
which to grow, as well as providing valuable resilience to
external dynamics.
We highlighted then the significant opportunities ahead – and
the fact that to capture them in full and achieve industry-leading
margins, we needed to structure Oxford Instruments differently.
A key focus of the year, therefore, was to simplify and streamline
the Group, reconfiguring it into two new divisions, each with
separate and distinct characteristics and opportunities.
Both divisions have delivered strong progress. Our strategic
actions to target enhanced growth and profitability through a
customer-first approach have gained real traction, and have
started to generate many of the outcomes we set out to achieve.
In Imaging & Analysis, which represents 66% of the Group’s
revenue, and 93% of profit, our actions to integrate multiple
business units and drive operational excellence have
enabled the division to improve on an already strong position.
The resulting synergies, cost reductions and productivity
enhancements have supported the delivery of a 60bps
improvement in OCC margin to 24.7%, at the upper end of our
medium-term guidance of 23–25%. Ongoing demand remains
strong, with our semiconductor and materials analysis end
markets more than offsetting the continued weakness in
healthcare and life science.
Advanced Technologies, representing 34% of revenue and
7% of Group profit, has delivered strong double-digit revenue
growth as our compound semiconductor business continued to
increase returns from its new state-of-the-art facility, while our
quantum business, Oxford Instruments NanoScience, returned to
profitability as a result of cost savings and the first installations
of an ongoing programme for a key global technology customer.
Group 2025 2024 Growth
Organic constant
currency (OCC)
growth
1
Orders £463.7m £459.1m +1.0% +0.9%
Revenue £500.6m £470.4m +6.4% +6.5%
Adjusted
2
operating profit £82.2m £80.3m +2.4% +10.8%
Adjusted
2
operating margin 16.4% 17.1% (70bps)
Adjusted
2
OCC operating margin 17.8% 17.1% +70bps
Statutory operating profit £39.2m £68.3m
Statutory operating margin 7.8% 14.5%
1. For definition refer to note on page 2.
2. Details of adjusting items can be found in note 2 to the financial statements.
Together, these actions have resulted in a strong increase in CC
margins in the division to 4.5% (2024: 0.9%).
We have this week exchanged contracts to sell NanoScience to
Quantum Design, International Inc for a £60m total consideration,
including up to £3m of deferred consideration linked to growth in
quantum scaling systems. The divestment will enable the Group
to focus its capital deployment on business capabilities with
higher margin and potential to create shareholder value.
The sale, which is expected to complete in the third quarter of
FY2025/26, is also consistent with our focus on our three core
markets: materials analysis, semiconductor, and healthcare and
life science.
For further details on each division’s performance, see the
divisional overviews on pages 15 to 18.
The delivery of our operational transformation programme
has also enabled us to identify further growth and margin
opportunities, which we are already capturing in FY2025/26,
giving scope to build on progress already made.
Across both divisions, we have reduced the cost base, with a
70bps improvement in both gross profit margin and operating
profit margin.
Chief Executive Officer’s review continued
Oxford Instruments plc
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out the related cost, and refocusing our efforts on products
with core leading technology with strong market potential
and alternative commercial strategies to create value.
Together with improvements already made, and with new
leadership, we expect to see significant further opportunity
for growth and margin enhancement for this facility.
• Wave two of the programme is also under way at our
Advanced Technologies quantum facility in Oxfordshire,
targeting productivity, quality, lead time and cost engineering
improvements on the Proteox suite of cryogenic dilution
refrigerators, the facility’s leading product range.
• Our Raman facility in Ulm, Germany, will be the subject of
wave three, beginning in July, helping the facility to scale to
meet growing demand.
The impact of the programme to date is clear, and we will
continue to roll it out to further sites.
Execution of our regional pivot
Our actions to rebalance our regional focus, moving the sales
force to address less sensitive commercial customers in China,
and strengthening our presence elsewhere in Asia, and in
North America, have contributed to the Group’s strong revenue
growth. Growth in Europe, East and Southeast Asia and North
America has more than offset the reduction in revenue in
China resulting from our pivot away from sensitive quantum
and certain semiconductor applications, and the ensuing
cancellation of orders.
Our pivot in China is now complete, and the local team have
delivered 8% year-on-year growth in orders by targeting
structurally growing commercial markets. Our recovery in
the country has been supported by cross-training sales and
service teams on multiple products, in combination with strong
representation in key territories.
All regions are now focusing their marketing and sales efforts
around a targeted, customer segment-based approach, rather
than a product-first approach. This is particularly beneficial in
the Imaging & Analysis division, where we take an increasingly
product-agnostic approach, offering a whole suite of analysis
techniques to help customers deliver the outcomes they need
for their specific use cases.
Bolstering the bench strength of the Americas team, and
investing in more effective marketing channels, has resulted in
strong double-digit revenue growth for the region and a 20%
increase in sales per head. With a strong pipeline of qualified
opportunities, ongoing activities to optimise revenue and
profitability, and supportive engagement with customers on
tariffs, the team is agile, close to its customers and well placed
to mitigate to the impacts of the new US administration’s
positioning on tariffs and academic funding.
Strong revenue growth of 25% CC in East and Southeast Asia
has been supported by the consolidation of separate teams
for Japan, East and Southeast Asia, and Australia under one
leadership team, with shared processes and increasingly aligned
approaches to segmentation as set out above. Revenue growth
in the region has stemmed largely from strong semiconductor
sales as customers move their operational capability out of
China and new investment increases in the region. The growth
is broadly split between materials analysis capabilities and
compound semiconductor fabrication equipment, and was able
to completely offset the £20.2m reported reduction in China
resulting from the decision to exit selling of certain sensitive
technologies in that territory.
We are continuing to share best practice and streamline
processes in our regional sales and marketing structures and
anticipate generating further productivity benefits as we do so.
Chief Executive Officer’s review continued
“ Our actions to rebalance our regional
focus, moving the sales force to
address less-sensitive market areas in
China, and strengthening our presence
elsewhere in Asia, and in North America,
have contributed to the Group’s strong
revenuegrowth.”
Further efficiencies are anticipated across the Group as we
continue with our operational programme, and with the ongoing
streamlining and simplification of processes. Strong management
of inventory has contributed to an improvement in cash conversion
in both divisions, with a strong net cash balance of £84.4m after
£15.4m acquisition consideration, up from £39.3m at the half year.
The strength of our balance sheet and the returns to come
from the sale of NanoScience enable us to return capital to
our shareholders via a share buyback, to commence shortly.
Driving a step change in operational
performance and productivity
Alongside our actions to streamline and simplify Oxford
Instruments, we have continued with our operational
transformation programme, beginning at our Imaging & Analysis
facility in Belfast and our quantum facility in Oxfordshire. The
programme seeks to improve our customers’ experience and
drive a step change in operational performance and productivity,
ultimately putting all the Group’s manufacturing sites onto a
much stronger operational footing. We have introduced leaner
processes, improved quality and lead times, and transformed
planning and forecasting. As the programme progresses, an
increasing number of colleagues are upskilled, with team members
subsequently deployed to further sites to pass on their learning.
• The first wave of the programme, in the Belfast camera
lines, has boosted camera output by more than half, from a
smaller direct workforce, as well as delivering a significant
improvement in first time pass rates through the build and
test process. Wave one revealed further scope for quality
improvements and efficiencies than had been anticipated,
with work continuing as we go through FY2025/26. A facility-
wide product review in April 2025, as part of wave two of the
programme, focused on systems, and has identified a small
number of product lines where high material costs, heavy
labour requirements and poor delivery performance has led to
low profitability and questions over the competitiveness and
potential of these products. Having considered performance
improvement actions and potential returns, we will be
discontinuing those which are a drag on the business, taking
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Positioned in structurally growing markets
Materials analysis, semiconductors and healthcare & life
science remain our three primary markets. They all have high
structural growth potential. Quantum technology, a much
smaller contributor to our current revenue, also represents a
growth opportunity, primarily within our Advanced Technologies
division. This has begun to crystallise this year, although the
trajectory of the quantum computing market remains less clear.
The strategic priorities within each division reflect our decision
to focus our product development and marketing activities on
addressing these structurally growing markets.
We have delivered strong year-on-year revenue growth in
semiconductors, up 16.4% CC to £144.8m, generated from
both divisions, with a roughly 60/40 split between our growing
Advanced Technologies compound semiconductor business
and our Imaging & Analysis capabilities. As semiconductor
design and manufacturing reshoring programmes take place,
customers are increasingly using our Imaging & Analysis tools for
quality control in final assembly, among other tasks. In Advanced
Technologies, our fabrication equipment is used to accelerate
the development of next-generation semiconductor capabilities
which are fundamental to enable advances in technology,
including AI chips, augmented reality, 3D sensing and the
hyperscale data centres needed to support growing demand for
data. As well as advancing our customers’ capabilities, we play
a vital role in supporting the delivery of more good quality wafers
at a lower cost per wafer.
Materials analysis has continued to grow steadily and remains
the largest end market for the Group, with revenue of £203.7m,
up 3.4% CC, as customers use our technology to understand,
improve and test the properties of materials across a wide
range of markets, from development of structural materials and
polymers to quality control in automotive and food industries.
£203.7m
Materials analysis revenue, +3.4% CC
£144.8m
Semiconductor revenue, +16.4% CC
£78.3m
Healthcare and life science revenue, (11.6%) CC
Chief Executive Officer’s review continued
Growth in these markets has more than offset continued
weakness in healthcare & life science, which has seen an 11.6%
CC reduction in revenue year on year due to the dual headwind
of original equipment manufacturers (OEMs) pausing deliveries
to use existing stocks built up during the Covid pandemic, and
overall sales of microscopes slowing in response to wider market
dynamics. Demand has stabilised, with order demand flat
between the second half and the first half of FY25, and book to
bill for the year ending at 1.O2x.
Revenues from other markets have seen a 44.6% CC increase
to £73.8m, largely derived from quantum applications. This
included the first installations under a key ongoing quantum
partnership for Advanced Technologies, which were the key
drivers of this significant growth.
Overall demand remained positive throughout the year with 3%
growth in orders at constant currency. The order book provides
visibility consistent with prior years at Oxford Instruments.
Imaging and Analysis has c.5 months of order cover for FY26
and had a underlying book to bill of 1.0x in FY25 excluding China
cancellations. Advanced Technologies has c.9 months of order
cover for FY26 and a book to bill of 0.9x in FY25 excluding China
cancellations, reflecting the normal lumpiness in quantum orders
in Advanced Technologies. Our pipeline of new opportunities is
strong, whilst acknowledging the increased timing uncertainty
given macro conditions.
Focusing on our key strengths
We have maintained levels of investment in R&D at 8.2% (2024:
8.3%) and launched new products in every part of our business,
recognising that our differentiated technology is a key source
of strength. The principles of maintaining and developing new
leading-edge capabilities, combined with increasing ease of
use, are common to the whole Group’s R&D programme. As we
develop our combined innovation roadmap for the Imaging &
Analysis division, we are applying an increasingly commercial
lens to the investments we make, to ensure that new products
address a genuine gap in the market, are cost-effective to
manufacture and can generate an attractive profit margin.
We will also limit the number of custom builds we produce,
recognising that modular, repeatable assembly benefits both
productivity and profitability.
In Imaging & Analysis, new semiconductor-specific capabilities
in Raman and atomic force microscopy have gained significant
traction, while our tools for electron backscatter diffraction
microscopy have proved popular with industrial customers.
A number of OEMs have integrated our products into their own
new ranges. In Advanced Technologies, the first installations of
our largest modular dilution refrigerator and increasing adoption
of our latest atomic layer deposition equipment for compound
semiconductors have significantly contributed to growth.
At a Group level, commercial customer revenues have increased
as a proportion of total Group revenues, with our focus on
growing our presence in this much larger market driving double-
digit growth. Revenue from academic customers, who remain the
bedrock from which our commercial growth stems, was broadly
flat year on year.
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Chief Executive Officer’s review continued
The Imaging & Analysis division develops and manufactures microscopes, scientific cameras,
analytical instruments and software, with manufacturing bases in the UK (High Wycombe and
Belfast), Europe (Aix-en-Provence, Ulm and Zurich) and the USA (Santa Barbara).
Imaging & Analysis market dynamics
Created in 2024, the division maintains strong positions in each of our three core markets: materials
analysis, semiconductors and healthcare & life science, due to our differentiated product ranges and
ongoing investment in innovation. Notably strong growth in semiconductor and growth in materials
analysis more than offset the continued weakness in the healthcare and life science market.
The division supports silicon semiconductor development and production, where the breadth of our
capabilities across the life cycle, from supporting early-stage academic research through to quality
assurance and failure analysis in production settings, provides resilience to cyclicality in the silicon
semiconductor market.
Key highlights
Imaging & Analysis 2025 2024 Growth OCC growth
1
Orders £318.6m £306.6m +3.9% +3.0%
Revenue £330.5m £328.1m +0.7% +0.2%
Adjusted
2
operating profit £76.2m £79.0m (3.5%) +2.8%
Adjusted
2
operating margin 23.1% 24.1% (100bps)
Adjusted constant currency
operating margin 24.7% 24.1% +60bps
Statutory operating profit £40.8m £69.2m
Statutory operating margin 12.3% 21.1%
1. For definition refer to note on page 2.
2. Details of adjusting items can be found in note 2 to the financial statements.
Imaging & Analysis
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Chief Executive Officer’s review continued
Specific semiconductor editions of our Raman microscope
(capable of analysing 300mm wafers) and our atomic
force microscope have helped us to increase traction in the
commercial sector, with both technologies enabling customers
to work on new capabilities and maintain and enhance
wafer quality.
Divisional revenue from semiconductors was up 35% CC, with
orders up by a similar amount at 32% CC. This reflects strong
continued demand for our highly differentiated product suite, as
new applications are creating growth opportunities for electron
microscopy, coupled with companies establishing new product
manufacturing lines across Asia, Europe and the USA.
Materials analysis applications also performed well, with orders
up 8% CC on the year, with strong growth in structural materials
R&D, commercial applications in nuclear and solar energy, and
the development of new, advanced materials such as graphene
and other 2D materials, where our ability to analyse at the
nanoscale is key. We also saw strong growth in sales to service
labs for core facilities, centralised shared resources where
cutting-edge equipment is made available for scientists to
carry out a wide range of analysis. Here, as elsewhere, the ease
of use, accuracy and speed of the results generated by our tools
are key differentiators.
In terms of technology adoption, both Raman and electron
backscatter diffraction (EBSD) products have achieved strong
growth year on year. EBSD has gained particular traction with
industrial customers, such as a tier 1 automotive manufacturer
in China which is using our product to speed the development
of faster charging EV batteries. The addition to our portfolio of
nanoindentation, a technique which enables customers to test
the hardness of materials, with the acquisition of FemtoTools, has
also contributed to revenue growth across both semiconductor
and materials analysis.
The weakness in the healthcare & life science market continued
in the second half of the year, with full-year revenue 12% CC
below a strong prior year comparator.
This downturn primarily reflects a reduction in imaging revenue,
together with OEM and wider destocking, and is concentrated
largely on our Belfast microscopy and scientific cameras facility,
where historic operational challenges have been an additional
factor in the reduction in revenue.
Healthcare & life science orders reflect similar weakness,
ending the year 8% CC down versus the prior year, lower
than anticipated at half year, with some customers in the US
deferring orders in the final quarter due to the actions of the
USadministration.
However, demand has stabilised, with orders broadly flat across
both halves of the year and book to bill at 1.02. Revenue from our
Imaris software remained strong, while Raman microscopy for
life science has delivered strong double-digit growth, generating
8% of divisional life science revenue (up from 4% last year).
Overall, the division has made significant progress in growing
revenue to industrial customers (up 12% CC year on year),
in line with our strategic ambition to extend our reach in the
much larger commercial R&D and production sector. Growth
toacademic customers remains steady at 3%.
Strategic and operational progress
The newly created division brings together a suite of product
lines with strong synergies and a track record of success,
manufactured from five sites across the UK and Europe which
were previously run as separate business units (including
FemtoTools, acquired at the start of the year). Focused on small-
scale imaging and analysis equipment and software, they share
common business models, go to market strategies and margins,
and address a similar client base in their three key markets
in materials analysis, semiconductors, and healthcare & life
science. We therefore saw a clear opportunity to enhance growth
and profitability, taking the businesses in the division from good
to great, by simplifying our operating model and maximising
existing synergies through greater collaboration.
Over the course of the year, we have integrated five materials
analysis businesses under one leadership team.
This has facilitated a degree of delayering, resulting in £1.9m
of cost efficiencies as well as streamlining processes. We have
also developed a shared innovation roadmap for the division,
enabling us to target new product development based on the
Group’s strategic goals rather than at a business unit level.
The realignment and integration programme has enabled us to
more effectively realise the potential of our recent acquisitions,
most notably the WITec business, acquired in 2021, which
specialises in Raman microscopy. Raman product lines have
delivered strong double-digit revenue growth year on year, and
almost 50% growth in orders, concentrated on semiconductor
and life science applications.
Our bolt-on acquisition in June of nanoindentation specialist
FemtoTools has brought a new complementary technique
to the Group’s portfolio and is performing to plan, while First
Light Imaging, acquired in the prior financial year, has been
integrated with our cameras and microscopy business, extending
its capabilities, notably in high speed, low noise and infrared
scientific cameras. Both of our most recent acquisitions have now
launched their first products under the Oxford Instruments brand.
We see opportunities to achieve even closer integration across
the Imaging & Analysis division and are actively pursuing these
in FY2025/26. A further key focus for the division has been
the two waves of our operational transformation programme
focused on cameras and systems in Belfast, details of which are
set out on page 13.
Our strategic actions to consolidate and streamline the division’s
product lines, and to embark on our operational excellence
programme, have underpinned a strong divisional performance,
with growth in revenue, profit and orders. We were particularly
pleased to have extended Imaging & Analysis’ excellent
operating profit margin by 60 basis points to 24.7% at constant
currency, at the upper end of our medium-term target range for
the division. We were able to deliver this strong margin growth
despite the weakness in the division’s life science market, and
having identified the limited profitability of a small number of
product lines, primarily in Belfast, which is now being addressed.
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Chief Executive Officer’s review continued
The Advanced Technologies division develops and manufactures
compound semiconductor fabrication capital equipment (Severn
Beach, UK), cryogenic and superconducting magnet technology
(Oxford, UK), and X-ray tubes (Scotts Valley, USA).
The two larger businesses in Advanced Technologies each benefit
from a dedicated, focused approach to reflect their specialist
markets (compound semiconductor and quantum), unique growth
drivers and principally separate customer bases. The division has
a different profile from Imaging & Analysis, selling much lower
product volumes of larger-scale complex systems.
Our strategic priorities for Advanced Technologies are to ‘fix, improve
and grow’, leveraging the well-invested base in both key businesses,
delivering improved margins and growing our commercial customer
revenues. Both businesses have made good progress following our
targeted actions, resulting in strong growth in both halves of the
year. Revenue was up 21.3% CC year on year, and, as predicted, the
division delivered a profitable full-year performance.
Our compound semiconductor business continues to scale as it
reaps the benefits of its new, state-of-the-art facility, which has tripled
capacity to address structural growth in datacomms (including
AI datacentre scaling), power electronics, and augmented reality.
Advanced
Technologies
Strong double-digit growth in both revenue and orders reflects
the business’s increasing foothold in carefully diversified and
profitable niches within the burgeoning compound semiconductor
sector. Greater focus on fewer product lines has supported
improved productivity.
Our quantum-focused facility has delivered a good year of recovery,
returning to profitability as it leveraged a reduced cost base and
installed the first orders for a key global technology customer as
part of a major technology demonstrationprogramme. We have
crystallised the performance improvement through the sale of
the business, due to complete in the third quarter of FY2025/26.
The division’s strong growth is particularly notable in the context of
our regional pivot, which saw us end new quantum sales to China
and target alternative customers and applications in compound
semiconductor in the country. At a divisional level, we have
delivered strong growth in revenue as we gained traction in North
America and East and Southeast Asia, and rebuilt our position in
China, with more than 50% CC order growth year onyear.
Orders overall were slightly behind last year, reflecting the lumpy
order profile of the large capital equipment typically sold in the
division, and a large biannual framework order that our X-Ray
Technology business received a few days into the new financialyear.
Key highlights
Advanced Technologies 2025 2024 Growth OCC growth
1
Orders £145.1m £152.5m (4.9%) (3.3%)
Revenue £170.1m £142.3m +19.5% +21.3%
Adjusted
2
operating profit £6.0m £1.3m +351.1% +486.5%
Adjusted
2
operating margin 3.5% 0.9% +260bps
CC operating margin 4.5% 0.9% +360bps
Statutory operating profit/(loss) (£0.7m) £2.2m
Statutory operating margin (0.4%) 1.5%
1. For definition refer to note on page 2.
2. Details of adjusting items can be found in note 2 to the financial statements.
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Chief Executive Officer’s review continued
Compound semiconductor operational
developments and market dynamics
Our compound semiconductor business has completed a
successful first full year at its new facility at Severn Beach, near
Bristol, UK. Growth plans are firmly on track, with 13% CC growth
in both revenue and orders, as the business takes advantage
of the improved layout and process flow of the new site, and
simplified production. A key development in the year has been
the completion of the site’s cleanroom, which is one of the most
advanced in the world for compound semiconductor process
development, and is now fully signed off and operating to ISO5
specifications. Final systems, including showcasing our Imaging
& Analysis metrology capabilities, are being installed and tested.
The sale of our legacy site is expected to complete in H1 of
FY2025/26.
Our exceptional high-tech facilities have increased our ability
to partner with leading blue-chip manufacturers. Customer
demonstrations are up 30% year on year, and our qualified
pipeline of opportunities has grown by 7% year on year, with
improved conversion rates.
The business has grown revenue by successfully focusing
on carefully chosen subsets within the growing compound
semiconductor market where we have leading-edge capabilities,
and where we are able to deploy pricing power to command a
higher margin than in more standardised processes. We enable
next generation device architectures for better performance,
helping our industrial customers to accelerate their own growth
by improving wafer performance, yield and therefore cost
per wafer. Our market applications range from datacomms
to augmented reality, next-generation power electronics and
quantum, the blend of which provides valuable resilience to
fluctuations in any single area.
This year has seen strong growth in applications for
datacentres, including a significant and ongoing partnership
with global manufacturer of advanced chips Coherent Corp.
to support Coherent’s 6” InP fab ramp in Europe and the US
for AI datacentres.
We have also successfully grown revenue from quantum
applications, as customers (ranging from blue chip global
technology companies to leading universities and start ups) use
our equipment to make qubits, and develop their capabilities in
quantum sensing and quantum communications.
Gallium nitride (GaN) applications which enable customers to
increase power and drive efficiency, have delivered significant
revenue growth over the year, with Tier 1 blue chips in Japan
deploying our technology into 5G and 6G, and other customers
using GaN to enable more efficient power in energy hungry data
centres. We continue to target growth in GaN power applications
for the year to come.
In silicon carbide, where we have strong capabilities but limited
exposure (representing 2% of FY2024/25 orders for this facility),
we have delivered modest revenue growth despite the downturn
in the electric vehicle market, as customers invest in R&D for
next-generation silicon carbide performance.
In tandem with the move to the new site, and the strategic
decision to focus in on the technologies where we have a
significant competitive edge, we have also generated efficiencies
by streamlining the product portfolio of this business. More
than 80% of orders in the year came from sales of three core
platforms – Plasma Pro, IonBeam and ALD (atomic layer
deposition) – with modular assembly carried out in dedicated
bays, and fewer complex and resource-hungry one-off products.
A strengthened focus on service has also contributed to the
business’s growth, with service revenue up 18% CC year on year.
Quantum operational developments
andmarketdynamics
We are pleased with the progress made at our quantum-focused
facility Oxford Instruments NanoScience, based just outside
Oxford, with the business having achieved a return to profitability,
delivering the first systems of a key commercial partnership with
a globally significant technology player and benefiting from
reductions in its cost base made in the first half.
The key partnership is founded on the strength of our modular
Proteox proposition, which delivers vital cooling capabilities
to support the scaling of this customer’s quantum computing
programme. The customer has received the first of our largest
Proteox QX systems to be installed anywhere in the world.
Our products, including ongoing deliveries of our smaller
Proteox MX, are key to enabling our customer to scale
significantly past current cryogenic refrigeration limitations
todeliver its quantum roadmap.
A further contributor to the business’s recovery in 2024/25 was
our action to address the operational challenges which have
hampered growth in recent years. We made progress with
productivity initiatives, and addressed supply chain management
and inventory challenges which became apparent following the
introduction of a new ERP system. This allowed us to strengthen
output through the first half and deliver a record closing month,
with more systems shipped than in any previous period.
As set out on pages 4 and 12, we have now agreed the sale
of Oxford Instruments NanoScience to Quantum Design. The
divestment will enable the Group to focus its capital deployment
on business capabilities with higher margin and potential for
shareholder returns, and is consistent with our focus on our three
core markets: materials analysis, semiconductor, and healthcare
and life science.
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Chief Executive Officer’s review continued
Capital allocation priorities
We have a strong balance sheet which provides good optionality
for the business to support our growth aspirations. Our net
cash position improved in the second half of the year, with net
cash increasing to £84.4m from £39.3m at the half year. We are
committed to continuing to invest 8–9% revenue in R&D and to
making targeted operational investments to support our growth,
whilst also being mindful of shareholder returns, taking account
of underlying earnings, dividend cover, currency movements and
demands on our cash.
Our acquisition pipeline remains healthy, and is focused on
adding capabilities in Imaging & Analysis.
Our recent acquisitions, most notably WITec and FemtoTools,
have benefited from the integration of business units under
Imaging & Analysis, with WITec’s performance notably
accelerating during the year.
We will continually assess the appropriateness of additional
returns to shareholders in the form of dividends and/or buyback
of the company’s shares, such as the programme announced
this week.
Positive impact and progress to net zero
The markets we serve are carefully chosen to support the
development of a more sustainable planet. Our products support
a range of positive outcomes, from enabling the development
of personalised treatments for cancer to facilitating the path
to decarbonisation through our extensive role in the battery
ecosystem. We are equally committed to running our own
operations sustainably.
We took an important step forward this year, securing validation
and approval from the Science Based Targets initiative (SBTi) of
our science-based near and long-term targets, through which
we have committed to reach net zero across our whole value
chain by 2045, and to tackle our Scope 1 and 2 emissions even
earlier, by 2030.
Benefits of integration
Our Raman business, acquired
as WITec in 2021 has been a
key contributor to the Group’s
growth in 2024/25. Sales of our
Raman lines have been boosted
by greater integration as part of
Imaging & Analysis.
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Chief Executive Officer’s review continued
Our targets are stretching, putting our goal five years ahead
of the UK Government’s own commitment. Given our purpose,
to accelerate the breakthroughs that create a brighter future
for our world, and the contribution our technology makes to
developing sustainable solutions to global challenges, I have
every confidence in the commitment and talent of the Oxford
Instruments team to deliver them.
Our commitment to operating sustainably also encompasses the
social impact we have on our employees and our communities,
and our ethical approach to doing business. We reconfirmed
our approach to each of these areas through the launch of a
new Code of Conduct in November 2024, and via a new rolling
programme of enhanced and extended compliance training.
Talented global workforce addressing strategy
The strong progress we have made this year has been driven
by the energy and expertise of our highly engaged global team,
who have embraced our new strategic priorities and addressed
them at pace. I would like to extend my sincere thanks to all my
colleagues for their commitment and agility, as we streamline
and simplify Oxford Instruments and transform our operational
capabilities to meet our full potential. Amid the additional context
of a challenging external landscape, they have maintained
strong focus and demonstrated their ability to adapt and thrive
in new circumstances.
Our first externally benchmarked global employee survey saw
Oxford Instruments rated by Best Companies as ‘One to Watch’,
recognising that this is a good place to work. While we are
pleased with this outcome, especially in a year of transition,
we will use it as a spur to enhance our progress in future years.
A new chapter for NanoScience
I would also like to take this opportunity to thank our departing
colleagues in NanoScience for the contribution they have made
to Oxford Instruments and the global scientific community
with their advances in cryogenics and advanced magnet
technology over many years. Their talent and innovative spirit
are remarkable, and the Board and I wish them every success
asthey begin a new chapter with Quantum Design.
Leadership changes
I am delighted to welcome Paul Fry, who joined Oxford
Instruments in January 2025, and took up the role of Chief
Financial Officer on 1 April 2025, joining the Board as an
Executive Director on the same date. I have greatly enjoyed
working and travelling with Paul over recent months, visiting
several of our international sites together as we develop our
plans to unlock the full potential of Oxford Instruments. I look
forward to building a strong and close partnership with him in
themonths and years to come.
Gavin Hill stepped down as Chief Financial Officer and Executive
Director at the end of the financial year (31 March 2025), and
leaves Oxford Instruments this month. Gavin was an excellent
steward of the company’s finances and is enormously well
respected and liked by both colleagues and stakeholders.
On a personal note, I am very grateful to Gavin for his support
for me when I joined the company, and wish him the very best
for the future.
Through the year we have further strengthened our capabilities
through recruitment and internal promotions, including the
permanent retention of our Chief Transformation Officer as
Chief Operating Officer for the Group and the appointment of
an internal candidate to the role of Managing Director for the
Imaging & Analysis division.
Summary and outlook
The Group has had a good year, reporting strong revenue, profit
growth, and constant currency margin progression. It was also
a year of significant progress with our strategic initiatives to
improve our operational and commercial outcomes. We have
turned around the profitability of our NanoScience business,
and subsequently crystallised an attractive value through the
sale of the business for £60m, announced this week. The sale is
in line with our strategy to focus and invest in the best areas of
opportunity to grow the Group and create value for shareholders,
and accelerates our progress to our medium-term margin
targets. I am really pleased with the agility and performance of
the whole Oxford Instruments team as they have responded to
the strategic changes and navigated the current environment.
This year’s results demonstrate the benefits of the long-term
drivers of our business model, founded on the growth dynamics
in the markets where we operate, and the demand for our
market-leading products and solutions. Looking ahead, whilst
acknowledging the level of macro uncertainty, we have a strong
and more focused business; there is a lot we can control, and we
are well placed to mitigate any direct impact from tariffs. There
are further benefits to be realised from our strategic initiatives to
transform the business, and our revenue visibility is healthy. Our
strong balance sheet and the proceeds to come from the sale of
our quantum business allow us to return capital to shareholders
via a share buyback that we have also announced this week.
We are confident that our differentiated higher margin business
will continue to deliver attractive profitable growth.
RICHARD TYSON
Chief Executive Officer
12 June 2025
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Innovation, and the commercialisation of our technologies,
is the driving force behind the Group’s growth and success,
with our core purpose being to accelerate the breakthroughs
that create a brighter future for our world.
Our leading technology and customer-centric, focused-
market strategy provide a strong platform from which to
deliver sustainable growth, margin expansion and enhanced
shareholder returns.
Exceptional technology
and software in attractive
structural growth markets
with significant value
creation potential
Reasons to invest
Oxford Instruments provides
market-leading scientific
technologies, software and
expertise to customers worldwide.
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Reasons to invest continued
Clear purpose to create
a brighter, cleaner future,
underpinned by our
commitment to
responsible business
• Clear purpose to accelerate
the breakthroughs that create a
brighter future for our world is well
aligned with global mega trends
• Our technologies and services
help customers to optimise the
use of resources, advance the
green transition, develop new and
enhanced medical treatments,
and sustainably power an
increasingly digital world
• Also committed to building on our
strong sustainability foundations
in the way we do business,
through our actions to reach net
zero, our values-based culture
and our contributions to local
communities
Exceptional technologies
and unique expertise
provide high value add
to customers
• Our differentiated solutions enable
customers to accelerate meeting
their objectives
• We have a competitive advantage
across a broad base, spanning all
scientific disciplines
• An outstanding team with deep
expertise in scientific research
and application engineering
Leading positions in
key structural growth
markets, across the
production life cycle
• Market leaders across
three key structural growth
markets: materials analysis,
semiconductors, and healthcare &
life science (together representing
c.85% of revenues)
• Diverse commercial and
academic customer base
spanning the world’s leading
companies and scientific research
communities, across North
America, Europe and Asia
• Unique ability to leverage insights
from research stage through to
commercial production
Strong financial profile
supports investment in
growth and innovation
• Revenue and adjusted operating
profit CAGR of 9.5% and 10.2%
over the last five years have
driven a strong ROCE of 27.1%
(2024/25: 25.9%)
• Cash-generative growth and
a strong balance sheet with
significant net cash support
investment in growth and
innovation and a progressive
dividend policy
• Well invested, supporting
operational gearing from
capacity utilisation, new product
development (8–9% pa),
investment in talent and selected,
value-accretive acquisitions
Clear opportunities to
accelerate growth and
enhance margins
• Strong order book and pipeline
provide a positive underpin for
continued growth
• Attractive opportunities to
accelerate growth through
existing product portfolio, new
product pipeline, enhanced sales
and servicing, and selective M&A
• Enhancing margins through
driving and leveraging growth,
operational transformation and
efficiencies, and generating
synergies from simplification
and standardisation
See Sustainability report /
Pages 45 to 68
See CEO review /
Pages 11 to 20
See CEO review /
Pages 11 to 20
See Finance review /
Pages 37 to 44
CEO review /
Pages 11 to 20
23
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Explore Develop Produce and test
Our business model
Accelerating the breakthroughs that
create a brighter future for our world
We add value across the research and commercial production life cycle:
We have a strong reputation for our market-leading
technology and expertise which enable academic
researchers and scientists to make new breakthroughs
across all areas of fundamental research.
Resilient market with
diversified funding
Find out more / Pages 11 to 20
Our key enabling technologies and solutions cut
the time from discovery to real world progress, and
by leveraging our market insights from the academic
research stage, our technology is used to develop
new products for commercial applications.
Attracting commercial R&D spend as
we support customers to develop
new products
Find out more / Pages 11 to 20
Our products support today’s manufacturing
challenges and increase productivity.
Our biggest opportunity area as
we extend our reach into the much
larger production market
Find out more / Pages 11 to 20
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Our business model continued
Manufacturing sites in the UK, Germany, Switzerland and the US
Capabilities include:
• microscopy;
• analysis tools for microscopy;
• scientific cameras;
• specialist software.
The division brings together similar smaller-scale imaging and analysis equipment and
analytical software tools, which are high margin products with a common operating
framework, routes to market and customer base.
Imaging
& Analysis
Manufacturing sites in the UK and US
Capabilities include:
• Compound semiconductor etch and deposition equipment; and
• dilution refrigerators and magnet technology for quantum and advanced research.
The division includes low volume, longer lead time, complex and larger scale systems
in distinct specialist markets, with different customer bases and growth drivers.
Advanced
Technologies
2025
66%
of Group revenue
93%
of Group profit
2025
34%
of Group revenue
7%
of Group profit
Find out more / Pages 11 to 20 Find out more / Pages 11 to 20
Through a new, simplified divisional structure for the Group
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Our business model continued
• £1.2bn market, growing at 4-7% pa
• Structural drivers include:
– supporting advanced material development
and sustainability progress;
– improving performance from finite resources.
Materials analysis
• £1.5bn market, growing at 6-9% pa
• Structural drivers include:
– enabling development of new compound
semiconductors;
– supporting growth in bandwidth and connectivity,
faster devices, power efficiency, and the
green economy.
Semiconductors
• £2.0bn market, growing at 8-12% pa
• Structural drivers include:
– improving treatments & vaccines, whilst reducing
the cost of development;
– personalising medicine & therapies and caring for
an ageing population.
Healthcare & life science
* The remaining 14% of Group revenue is generated in other markets, including quantum, which represented 11% of revenue in 2024/25.
41%
of Group revenue*
29%
of Group revenue*
16%
of Group revenue*
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 growth.
Find out more / Pages 11 to 20 Find out more / Pages 11 to 20 Find out more / Pages 11 to 20
Across three key structural growth end markets
Our global footprint, with operations in 23 countries across Europe, Asia and the Americas,
provides excellent reach and resilience to changing international dynamics.
26
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Our business model continued
How we add value:
To our customers
We develop strong, long-standing
relationships with our customers,
understanding their needs, challenges
and opportunities. Our technology and
scientific expertise enable our customers
to meet their objectives to discover and
bring to market exciting new advances
that drive human progress.
Outcomes:
Revenue
£500.6m
+6.5% at organic constant currency
Adjusted operating profit
£82.2m
+10.8% at organic constant currency
Adjusted EPS
112.4p
2024: 109.0p
Return on capital employed
27.1%
How we invest our capital:
Organic cash investment with R&D of £41.1m
and capital expenditure of £14.4m
Shareholder distributions with full-year
dividend payments of £12.1m
Balance sheet flexibility for inorganic
opportunities with net cash of £84.4m
To our people
Our culture reflects our values – we are
committed to creating the best possible
working environment for our employees,
enabling them to thrive in an exciting,
purpose-driven organisation.
To our shareholders
Innovation, and the commercialisation
of our technologies, is the driving force
behind the Group’s growth and success.
Our leading technology and customer-
centric, focused-market strategy provide
a strong platform from which to deliver
cash-generative, sustainable growth,
margin expansion and enhanced
shareholder returns.
To our planet
Sustainability is central to Oxford
Instruments, with our purpose, values,
strategy and chosen end markets all
aligning around the positive impact we
seek to make on our planet and our
stakeholders. 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 be
a good citizen of our communities and
the planet.
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Engaging with our stakeholders
Engagement with stakeholders has been vital
to the launch of a new strategy for the Group
This has been a pivotal year for Oxford Instruments,
as we embarked on the delivery of our new strategy
(see Chief Executive’s review, pages 11 to 20).
Two high-profile external events – a strategy launch to investors
and analysts in London, followed by a capital markets day for
some 70 stakeholders at our new state-of-the-art compound
semiconductor facility near Bristol – provided the ideal
opportunity to set out our new direction to shareholders and
analysts. This engagement has continued throughout the year,
with customers and suppliers also receiving detailed insight
into our strategic priorities. The strategy has been received well,
with stakeholders praising our new, simpler structure and clear
divisional priorities (see unattributed comments, right, from stock
market analysts and bankers).
Our talented people played a key role in the development of the
strategy, with senior leaders and a wide range of employees
taking part in a deep-dive diagnostic exercise and consultation
on our priorities and the ways of working that will deliver them.
CEO Richard Tyson and members of the Senior Leadership
Team then undertook a series of townhalls at sites around the
world to inform and inspire employees of the next steps on
Oxford Instruments’ journey. Messages were reinforced by a
suite of engaging posters, wall art and other physical and digital
collateral to ensure priorities and ways of working stay front
ofmind.
“ The refreshed strategy is positive, and
I like the refocus, with the actions to
be taken in each division being clear.”
“ The new divisional structure does
make Oxford Instruments easier to
understand, and it’s a very tangible
way of being able to demonstrate
progress going forwards.”
“ With this new strategy now, the business
is a lot clearer than it has been.”
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Engaging with our stakeholders continued
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 89 to 93 for details of how we engage with our
stakeholders and page 94 for our statement in accordance
with Section 172(1) of the Companies Act 2006.
How we engage with our stakeholders / Pages 89 to 93
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
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
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
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
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
Our ambition
Be the scientific
instrumentation
partner in every
significant lab and
production facility
across the world
Medium-term KPIs
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
Deliver strong
growth through
‘customer first’ ways
of working
Deliver a
step change in
operational
performance
Simplify the
organisation
Significant
investment in new
technology and
products
Embed our
values and ways
of working
Reach net zero in our
own operations
by 2030
29
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Our strategy for growth
Our strategy for growth and our strategy in action / Pages 29 to 34
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Our strategy for growth continued
Progress in 2024/25
• Wave 1 of operational transformation
programme has driven major productivity
improvements in Belfast (see page 13)
• Lean manufacturing principles and
effective production performance
management introduced in Belfast
andOxford
• In-house capability built through
operational transformation programme at
Belfast and Oxford, with teams upskilled
to train colleagues
Deliver a step change in
operational performance
(delivery, quality, efficiency)
Focus for 2025/26
• Enhance profitability of Belfast product
lines through quality improvements and
the discontinuation of a limited number
of products
• Begin a fourth wave of our operational
transformation programme to support
scaling at our Ulm Raman facility
• Carry out Group-wide procurement
transformation programme
+60%
productivity enhancement
Progress in 2024/25
• Improved lead times on key products
• Moved away from a product-first
approach to a market segment-based
approach, enhancing our ability to
support customers with a range of
technologies
• Drove double-digit revenue growth in
North America by strengthening team
and adopting new marketing channels
Focus for 2025/26
• Shifting accountability for sales and
service fully into our regional teams
• Continued focus on improving customer
experience, including product lead time,
service and repairs
8%
order growth in China as we
target industrial customers
Deliver strong growth
through ‘customer first’
ways of working
Strategy in action
We have worked with a leading automotive
customer in China on their electric
vehicle battery programme, creating a
bespoke data dashboard to accelerate
theirprogress.
Strategy in action
Our operational transformation team have
achieved an average 60% uplift in the
volume of cameras produced per employee
in Belfast, and a 90% pass rate through the
clean room – a significant improvement.
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Our strategy for growth continued
Progress in 2024/25
• Shared innovation roadmap created
for Imaging & Analysis division with
enhanced commercial focus and
improved targeting on our core markets
• New products launched across multiple
techniques and both divisions
• World-first gaining traction: Unity
combines backscatter electron
microscopy and X-ray for faster,
better imaging
Focus for 2025/26
• Continue to invest 8–9% of revenue
• Build on shared innovation roadmap to
ensure we are targeting markets with
most potential for revenue growth and
margin enhancement
• Increase collaboration between R&D
teams across facilities
Continue to invest in new technology
and products, protecting and
enhancing our core strengths
Progress in 2024/25
• Created a new, simpler structure for
Oxford Instruments, reducing previous
three divisions to two: Imaging & Analysis
and Advanced Technologies
• Consolidated Japan and ESEA regional
teams under one leadership team,
driving shared ways of working and
25% revenue growth
• Centralised marketing function, sharing
best practice and reducing duplication
of effort
Focus for 2025/26
• Further aligning Belfast cameras and
microscopy facility with materials
analysis businesses under one divisional
Imaging & Analysis leadership team
• Increased focus on global account
management for key accounts
• Centralising key functions including
Finance, HR, Legal and IT to share best
practice and ensure strong governance
Simplify the organisation,
increasing collaboration
and accountability
8.2%
revenue invested in R&D
£1.9m
efficiency savings in
Imaging & Analysisto date
Strategy in action
We have consolidated five businesses
under one leadership team within
Imaging & Analysis, facilitating improved
collaboration, cross-training and cross-
selling, and reduced costs.
Strategy in action
We have maintained target levels of
investment in R&D while still delivering
margin enhancement in both divisions.
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Our strategy for growth continued
Progress in 2024/25
• Development of medium-term Scope3
target of a 25% reduction in absolute
emissions by 2030
• Approval of medium and long-term
science-based net zero targets by the
Science Based Targets initiative
• Publication of net zero transition plan
• Sustainable product development
workshops delivered to more than
300colleagues
Reach net zero in our own operations
by 2030 and contribute to global
sustainability through our products
Focus for 2025/26
• Drive progress towards our medium-
term (2030) emissions reduction targets
• Progress programmes to replace oil
and gas boilers at two of our UK sites
byMarch 2027
• Extend renewable energy certification
tofurther sites outside the UK
• Continued engagement with top
suppliers to strengthen Scope 3 data
• Carbon footprinting on representative
sample of products
Progress in 2024/25
• Worldwide roll-out of new strategy and
ways of working via a series of in-person
roadshows led by the CEO
• Leadership conference held for c.75
leaders to equip them with the skills to
role model and embed ways of working
• Ways of working reinforced at local level
through workshops and visual prompts
• Externally benchmarked engagement
survey carried out for the first time
• New Code of Conduct published and
rolled out to all colleagues
Focus for 2025/26
• Increased focus on line management
effectiveness using Best Companies
personalised feedback tool
• Target improvements to Best
Companiesscore as evidence
ofimproved engagement
• Continued focus on communicating
our values and ways of working so
that they become second nature
toemployees
Embed our values and
ways of working so that they
are lived every day
Strategy in action
We achieved a ‘One to Watch’ rating from
Best Companies in our first externally
benchmarked employee survey, reflecting
our position as a good place to work.
Strategy in action
We were delighted to achieve a ‘B' in
our first CDP climate change submission
since 2016, recognising our effective
management of climate change.
B
CDP score for 2024
‘One to Watch’
Rating from Best Companies
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Case study
Successfully growing
our Raman business
Links to strategy
Our Raman spectroscopy products are finding new markets and delivering strong
growthas WITec, acquired in 2021, integrates more fully into Oxford Instruments.
Raman spectroscopy provides detailed information about the chemical make-up of
molecular samples by measuring the way scattered light interacts with chemical bonds.
Having been a specialist technique for many years, following its discovery by physicist
CV Raman in the 1920s, it is now entering mainstream research as increasing numbers
of researchers in both academic and commercial labs see its many benefits, and as it
becomes more accessible thanks to the speed and ease of use of our latest models. Used in
combination with our bespoke software, Raman can identify unique characteristics in a wide
range of materials, in any state including solids, liquid and gases, and in both 2D and 3D.
It is also non-destructive, since it does not come into contact with materials, meaning the
same sample can be tested multiple times.
Oxford Instruments acquired leading German Raman imaging provider WITec in 2021,
recognising the strong synergies with our existing portfolio of materials analysis techniques.
The business has seen an acceleration in its growth this year as it benefits from closer
integration with other product lines in Imaging & Analysis (for example via the successful
launch of RISE, the world’s first fully integrated Raman imaging and scanning electron
microscopy), and focuses on our core market segments – materials analysis, semiconductor,
and healthcare & life science. A new semiconductor-specific edition has won key commercial
orders in Germany and Japan, and we have also seen strong growth in life science
applications for Raman as customers increasingly choose our products to explore metabolic
changes in cells.
Read more about our Raman microscopy range at raman.oxinst.com
Raman has achieved
strong revenue growth
+18% CC
Momentum is accelerating
with strong order growth
+47% CC
Our strategy in action
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Case study
Ramping up to meet
growing demand
Links to strategy
With ever more rapid advances in technology, comes greater demand for compound
semiconductors – that is, semiconductors made from a blend of two or more elements.
The efficiency and flexibility of compounds unlocks capabilities which simply aren’t
possible with silicon alone: higher energy efficiency, higher power, a wider temperature
range and greater optoelectronic properties.
Our brand-new, state-of-the-art compound semiconductor factory outside Bristol, part
of the Advanced Technologies division, is now one of the world’s leading facilities for the
development of these game-changing devices. With triple the capacity of our previous site,
1,000 square feet of ISO 5- and ISO 6-classified cleanrooms, and advanced measurement
and testing technologies from our Imaging & Analysis division, we are better equipped than
ever before to help both academic and commercial customers accelerate the development,
production and testing of next-generation capabilities.
We are increasingly working with high volume manufacturers to push boundaries, including
a global advanced chip manufacturer as it expands in the US and Europe to support the vast
datacentres needed to meet the huge data demand created by AI. We are also enabling
customers to achieve their goals in a wide range of other growth markets, from augmented
reality glasses to 3D sensing and quantum computing, With £500m+ of qualified opportunities
in our sales pipeline, we are confident that the demand is there to maximise the potential of
our brilliant new facility.
Read more at plasma.oxinst.com
Strong qualified pipeline
of opportunities
£500m+
Double-digit order growth
on track with plans
13%
Our strategy in action continued
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Key performance indicators
6.5% 16.4%
89%
3.1% 27.1%
21.1%
19.5% 35.2%
88%
18.1%
5.8% 17.1%
(3.3)% 29.1%
24/25
24/25 24/25
24/25
24/25
23/24
23/24 23/24
23/24
23/24
22/23
22/23 22/23
22/23
22/23
Cash flow conversion (%)*
89%
Revenue growth (%)
6.5% organic constant currency
Adjusted operating profit margin (%)
16.4% reported
Adjusted earnings per share (EPS) growth (%)
3.1%
Return on capital employed (ROCE) (%)
27.1%
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.
The Group
uses a range
of measures
to monitor
progress
against its
strategic plans
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.
64%
* Normalised.
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Key performance indicators continued
8.2%
7.8%
8.3%
24/25
23/24
22/23
1.54
3,886
7.76 0
1.55
1,316*
2.89*
1.52
5,722*
12.16* 0
0
24/25
24/25
24/25
23/24
23/24
23/24
22/23
22/23
22/23
Investment in R&D (%)
8.2%
Value added (#)
1.54
Absolute carbon emissions (Scope 1 and 2) tCO
2
e
3,886
Carbon emissions intensity (tCO
2
e per £m revenue)
7.76
Employee engagement
‘One to watch’
rating awarded by Best Companies
This is a new metric for 2025 (see page 61).
Why we measure: To assess employee engagement via a
recognised external benchmark and identify areas of focus.
24/25
23/24
22/23
Serious injuries (#)
0
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 KPIsStrategic KPIs
What we measure: Investment in R&D as a percentage
ofrevenue.
Why we measure: To measure the effectiveness of our
R&Dprogrammes.
What we measure: Market-based 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 market-based
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 2024/25; please see pages 47 to 51
Finance review
Very positive step forward
towards our medium-term
financial goals
Adjusted operating profit
£82.2m
(2024: £80.3m)
Revenue
£500.6m
(2024: £470.4m)
Adjusted operating profit margin
16.4%
(2024: 17.1%)
Normalised cash conversion
89%
(2024: 64%)
“ The business made a very
positive step forward towards
its medium-term financial
goals, with organic constant
currency revenue growth in
the target range, and both
divisions showing margin
progression and improved
cash conversion. Focused
deployment of the strategy
has offset challenging market
conditions in life sciences and
the pivot in China.”
PAUL FRY
Chief Financial Officer
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Finance review continued
Key highlights
Adjusted
1
Statutory
FY25 FY24
OCC
2
Change FY25 FY24 Change
Revenue £500.6m £470.4m +6.5% £500.6m £470.4m +6.4%
Operating profit £82.2m £80.3m +10.8% £39.2m £68.3m (42.6%)
Profit before tax £83.4m £83.3m +8.3% £39.8m £71.3m (44.2%)
Operating margin 16.4% 17.1% (70) bps 7.8% 14.5% (670) bps
Operating margin organic constant currency 17.8% +70 bps
Normalised cash conversion
3
89% 64%
Free cash flow
4
£31.6m £13.5m
Earnings per share – basic 112.4p 109.0p +3.1% 44.8p 87.7p (48.9%)
Dividend per share 22.2p 20.8p +6.7% 22.2p 20.8p +6.7%
Return on capital employed
5
27.1% 29.1%
1 Removing the effect of adjusting items; See Note 2 to the financial statements for further analysis of adjusting items.
2 Organic constant currency basis.
3 Normalised cash conversion excludes the impact of Severn Beach capital investment, and in FY24 also excluded the impact of the site expansion in Belfast.
4 Free cash flow before acquisitions.
5 See section 13 of the Finance review for details of the calculation used.
1. Orders
Total reported orders grew by 1.0% (+0.9% at organic constant
currency) to £463.7m. Order growth in the year was impacted
by a high order intake in FY24 in our NanoScience business,
related to a large quantum computing programme for a key
US customer, the replenishment of which is not expected until
FY26. Organic order intake excluding NanoScience grew 2.8% CC
(+0.4% reported).
Order intake in the Imaging and Analysis (I&A) division grew
3.0% on an organic CC basis. First Light Imaging and FemtoTools
were acquired into the I&A division in January and June 2024
respectively. Orders were strong in the semiconductor (+32%)
and core materials analysis (+8%) markets, but were offset by
declines in the healthcare and life science market in part due to
general market weakness, but also due to historical operational
challenges in our imaging business which have impacted order
momentum in FY25.
Order intake in the Advanced Technologies (AT) division fell 3.3%
CC. The high level of NanoScience orders in FY24, which are
expected to replenish in FY26, provided a high comparator, and
order intake growth excluding NanoScience was 2.1% CC. Order
growth was also held back by cyclical ordering in our X-Ray
Technology business, where FY24 orders are due to replenish on
an approximately eighteen month to two year cycle. The Plasma
business experienced strong order growth in FY25, with orders up
13.0% CC, driven by continued strong investment in commercial
compound semiconductor R&D.
Certain Alternative Performance Measures (APMs) have been
included within this Annual Report. These APMs are used by
management and the Board to help it effectively monitor the
performance of the Group as they consider that these represent
a more consistent measure of underlying performance.
Note 2 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. Unless stated otherwise, movements in orders,
revenue and adjusted operating profit are given on an organic
and constant currency (OCC) basis, removing the impact of
acquisitions, disposals and currency movements in the year.
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2. Revenue
Revenue of £500.6m (FY24: £470.4m) increased by 6.5% OCC
(Statutory -6.4%), which lies in the middle of the Group’s target
range of 5-8% organic growth. The cancellation of China
orders in FY24 due to UK export restrictions and the Group’s
pivot toward lower risk customers, has resulted in CC revenues
being £18.7m lower in China than FY24. This pivot is complete
and China revenues are expected to return to growth in FY26.
Revenues in our NanoScience business have grown significantly
in FY25 (+£20.9m CC), largely due to the shipping of a number of
large quantum computing systems during the year to a key US
customer. Organic CC revenue growth excluding NanoScience
and China revenues was 9.4%.
Revenues in the academic sector fell 4.5% CC (statutory -6.4%)
and have been impacted largely by the loss in China revenues
described above. Non-China academic revenues grew 4.1% CC.
US academia, which accounted for approximately 12% of FY25
revenue, grew 0.8% CC mainly due to a slowdown in healthcare
and life science sales. US academic grew 8.7% CC excluding
healthcare and life sciences revenues. Commercial applied
R&D grew very strongly as commercial customers continued to
invest strongly in new product and technology developments.
Revenues from this sector grew 24% CC, and excluding
NanoScience grew 13% CC. Revenues from commercial
production and testing applications grew 7% CC.
The Imaging and Analysis (I&A) division accounts for around
66% of Group revenue, and grew 3.1% (Statutory +0.7%). There
was strong growth across the portfolio of product ranges,
including SEM detectors and Raman systems, and good market
acceptance of price increases. These gains were partially offset
by declines in the healthcare and life sciences sector, in part
due to general market weakness, but also due to historical
operational challenges in our Belfast based imaging business
which have impacted performance in FY25. Divisional revenue
has also been impacted by cancelled orders in China (-£7.6m
versus FY24). Organic CC growth excluding China remained solid
at 3.4%.
The Advanced Technologies (AT) division grew revenue by 21.3%
(Statutory +19.5%) benefiting from strong demand for its plasma
products and the revenue pull through of NanoScience orders
placed in FY23 and FY24. AT revenues were also impacted by
the cancellation of orders for the China market in FY24, due to
UK export licence restrictions (-£11.1m versus FY24). Excluding
NanoScience and China, AT revenues grew at 29.0% CC, driven
by a significant step up in plasma equipment shipments.
£m
Imaging &
Analysis
Advanced
Technologies Total
Revenue: 2024 328.1 142.3 470.4
Constant currency growth 10.1 30.3 40.4
Currency (7.7) (2.5) (10.2)
Revenue: 2025 330.5 170.1 500.6
Revenue growth: reported +0.7% +19.5% +6.4%
Revenue growth: organic
constant currency +0.1% +21.3% +6.5%
Geographic revenue growth
On a geographical basis, the US is now the Group’s largest
market, accounting for 28% of revenues. Growth has been strong
in the US, up 30% OCC, due to both NanoScience revenues,
and strong semiconductor performance for both plasma and
materials research tools. US growth excluding NanoScience
was11% OCC.
Whilst China revenue growth suffered from order cancellation
in FY24, markets in the rest of Asia, notably Japan, South Korea,
Singapore and Taiwan have shown significant growth. Europe
growth at 1.9% CC has been held back by a high comparator year
in FY24 in the UK, whereas key markets such as Germany, France,
Italy and the Netherlands have all shown double digit growth.
Total
2025
£m
2024
£m Change Change CC
United States
1
142.3 111.7 +27.4% +29.6%
China 107. 2 127.4 (15.9%) (14.7%)
Asia (ex. China) 112.7 94.1 +19.8% +23.4%
Europe 115.8 116.1 (0.3%) +1.9%
Rest of World 22.6 21.1 +7.1% +8.5%
500.6 470.4 +6.4% +6.5%
1 CC growth excluding NanoScience +11.3%.
3. R&D
Total R&D expenditure charged to the income statement in
the year was £41.1m, equivalent to 8.2% of sales (FY24: £39.1m;
8.3% of sales). In addition, a further £1.5m of R&D expense was
capitalised (FY24 £0.7m).
4. Adjusted operating profit and margin
Adjusted operating profit of £82.2m (FY24: £80.3m) represents
organic constant currency growth of 10.8% (Statutory +2.4%).
Adjusted operating profit margin was 16.4% (FY24: 17.1%). On an
organic constant currency basis adjusted operating margin was
17.8%, up 70 bps versus the prior year.
The I&A division represents 93% of the Group’s adjusted
operating profit, and it has continued to deliver a strong margin,
despite the challenges in the life sciences market and imaging
business, increasing its OCC margin by 60 bps to 24.7% (Statutory
23.1%). This performance is driven by a combination of product
mix, price increases, and overhead cost reductions.
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The AT division improved profitability substantially in FY25.
Adjusted operating profit for the division was £6.0m, up from
£1.3m in FY24 and a significant reversal from the loss of £2.0m
reported in H1. Profitability has benefited from the operational
leverage associated with higher volumes in both the Plasma
and NanoScience businesses, as well as by a focus on cost,
operational improvements, and leveraging the efficiencies from
the new facility in Severn Beach. As a result adjusted operating
OCC margin has improved to 4.5% (FY24: 0.9%).
£m
Imaging &
Analysis
Advanced
Technologies Total
Adjusted operating
profit: 2024 79.0 1.3 80.3
Constant currency
growth 3.9 6.5 10.4
Currency (6.7) (1.8) (8.5)
Adjusted operating
profit: 2025 76.2 6.0 82.2
Adjusted operating
margin
1
: 2024 24.1% 0.9% 17.1%
Adjusted operating
margin
1
: 2025 23.1% 3.5% 16.4%
Adjusted operating
margin
1
(OCC): 2025 24.7% 4.5% 17.8%
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.
5. Adjusting items
The following adjusting items are excluded from statutory profit
in order to give a clearer picture of the underlying profitability of
the Group:
• Amortisation of acquired intangibles relates to intangible
assets recognised on acquisitions, being the value of
technology, customer relationships and brands. This value
was slightly up versus the prior year at £9.2m (FY24: £9.1m).
• Impairment of acquired intangibles, where the carrying value
of intangible assets is not supported by forecasts of future
cash flows. The Group recognised a £26.0m charge in the
period, relating to the impairment of acquisition goodwill of
its Andor business (see page 41 under Balance Sheet –
Intangible assets).
• Non-recurring items are expenses which are considered to
be exceptional in nature, and not reflective of underlying
performance in the year. These costs in FY25 were £7.5m
(FY24 £2.2m) and included:
– restructuring costs of £7.8m, of which £4.8m relating to
relocation of the plasma business to Severn Beach
– transaction-related costs of £1.8m
– release of First Light Imaging contingent consideration
(£2.1m) following a review of expected performance versus
the earn out targets agreed at acquisition
• The Group uses derivative products to hedge its short-
term exposure to fluctuations in foreign exchange rates.
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 £0.3m
(FY24: £0.7m).
• The unwind of discount in respect of contingent consideration
on the acquisition of FemtoTools (£0.6m), reported under Net
Finance Income.
6. Net finance income
Adjusted net finance income for the Group was £1.2m (FY24:
£3.0m). The reduction from last year is largely the result of lower
interest income on reduced cash balances in FY25 (£1.6m; FY24
£3.2m), following capital expenditure at the Severn Beach facility
and acquisitions.
7. Taxation
The adjusted tax charge of £18.2m (FY24: £20.3m) represents
an adjusted effective tax rate of 21.8% (FY24: 24.4%). The tax
charge of £13.8m (FY24: £20.6m) represents an effective tax rate
of 34.7% (FY24: 28.9%). The decrease in the adjusted effective
tax rate is due to historical transactional currency conversion
adjustments related to interbranch dividend payments, as
well as an increase in the rate at which the US deferred tax is
recognised. We expect the adjusted effective tax rate to increase
in FY26 to approximately 25.5%.
8. Earnings per share
Adjusted basic earnings per share increased by 3.1% to 112.4p
(FY24: 109.0p); adjusted diluted earnings per share increased by
3.3% to 111.1p (FY24: 107.5p). Basic earnings per share decreased
by 48.9% to 44.8p (FY24: 87.7p); diluted earnings per share
decreased by 48.8% to 44.3p (FY24: 86.5p).
The number of undiluted weighted average shares increased to
58.0m (FY24: 57.8m).
9. Currency
The Group faces transactional and translational currency
exposure, most notably against the US dollar, euro and
Japanese yen. For the year, approximately 15% of Group revenue
was denominated in sterling, 51% in US dollars, 22% in euros,
9% in Japanese yen and 3% 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.
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The Group’s translation and transaction foreign currency
exposure for the full year 2024/25 is summarised below.
£m equivalent Revenue
Adjusted
operating profit
Sterling 72.7 (189.3)
US Dollar 254.5 179.4
Euro 108.6 53.1
Japanese Yen 45.7 28.2
Chinese Renminbi 7.0 3.3
Other 12.1 7.5
500.6 82.2
The headwind to operating profit is due to stronger transactional
sterling currency rates against the US dollar, euro and Japanese
yen exposures versus the hedged and unhedged currency rates
achieved in FY24:
£m
equivalent
FY25
blended rate
FY24
blended rate
%
Change
US Dollar 1.27 1.23 (3.3%)
Euro 1.17 1.14 (2.6%)
Japanese Yen 191 173 (10.4%)
For the full year FY26, our assessment of the currency impact is,
based on hedges currently in place and forecast currency rates, a
headwind of £9.1m to revenue and £4.4m to operating profit. A one
cent movement in the GBP to USD exchange rate would have an
approximately £0.5m impact on adjusted operating profit.
10. Balance sheet
Intangible assets
The Group’s microscopy and scientific cameras business, Andor
Technology, faced a challenging trading period as a result of
continued healthcare and life science market weakness, loss
of revenues in China, and operational challenges with certain
product lines. Actions have been put in place in to improve the
performance of the business including restructuring, operational
improvements and realigned commercial focus. These plans
are in the early phases of execution, and therefore forecasts at
31 March 2025 for expected future cash flows from the business
give greater weight to recent performance and reflect future
uncertainty over the potential outcomes of those plans. Based
on these forecasts it was determined that Andor’s expected
future cash flows at 31 March 2025 were not sufficient to support
its full carrying value, resulting in a £26.0m impairment of the
acquisition goodwill.
Intangible assets net book value decreased by £16.4m versus
the prior year. This decrease is largely driven by the Andor
impairment and £10.6m of amortisation. This is partially offset
by the acquisition of FemtoTools in June 2024, adding £10.5m of
intangible assets related to trademarks, technology, know-how
and patents, and £9.5m of goodwill.
Property, plant and equipment
Additions to property, plant and equipment were £14.4m in the
year. £9.2m of this was related to investment in the Severn Beach
plasma facility, with £5.8m classed as assets under construction.
At year-end, the total assets under construction balance was
£39.0m (FY24: £33.2m). Property, plant and equipment with a
carrying value of £3.6m were disposed of in the year, of which
£1.8m was related to moving out of the Yatton plasma facility.
The depreciation charge for the year was £5.9m.
Working capital
Working capital increased by £11.2m to £64.3m. The increase
is mainly driven by a £9.9m reduction in FY24 customer
pre-payments balances related to NanoScience quantum
computing systems which were shipped in FY25, moving from
trade payables to trade receivables. Trade receivables also
increased due to the shipment of large equipment in the final
months of the year. Inventories partially offset these movements,
decreasing by £8.8m as a result of normalising inventory levels
following destocking in OEMs, the burn down of the additional
safety stock purchased ahead of the Severn Beach move, and
other operational planning improvements. Approximately £4.2m
of the trade receivables balance was related to sales to the
NanoScience large US quantum computing customer in Q4,
which were settled by the customer in early April.
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.
Scheme liabilities decreased to £194.8m (FY24: £223.6m).
Company contributions of £8.7m in the period were offset by
market conditions that reduced the scheme’s assets during the
period to £219.2m (FY24: £239.7m). On an IAS 19 basis, the surplus
arising from our UK defined benefit pension scheme obligations
on 31 March 2025 rose to £24.4m (FY24: £16.1m).
The scheme’s actuarial valuation review, rather than the
accounting basis, determines our cash payments into the
scheme. Whilst the scheme is close to self-sufficiency, the
company has agreed to continue contributions until 2029.
The company is expecting to contribute £9m in FY26.
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The Group Consolidated Statement of Cash Flows is summarised below:
2025
£m
2024
£m
Adjusted operating profit 82.2 80.3
Depreciation and amortisation 12.7 11.0
Adjusted EBITDA
1
94.9 91.3
Working capital movement (11.2) (24.7)
Loss on disposal of plant, property and equipment 1.3 –
Non-recurring items (7. 5) (2.2)
Equity settled share schemes (0.1) 3.0
Pension scheme payment above charge to operating profit (7.9) (8.0)
Cash generated by operations 69.5 59.4
Add/(deduct):
Interest income 1.0 2.2
Tax paid (19.8) (16.1)
Capitalised development expenditure (1.5) (0.7)
Expenditure on tangible and intangible assets (12.1) (26.5)
Payments made in respect of finance leases (5.5) (4.8)
Free Cash Flow (FCF)
2
31.6 13.5
Acquisition of subsidiaries, net of cash acquired (15.4) (13.4)
Dividends paid (12.1) (11.4)
Decrease in borrowings (0.8) (1.8)
Net increase/(decrease) in cash and cash equivalents 3.3 (13.1)
Effect of exchange rate fluctuations on cash held (3.5) (2.9)
Closing cash 85.3 85.5
Borrowings (0.8) (1.8)
Net cash 84.4 83.8
1 Adjusted EBITDA is defined as Adjusted operating profit before
depreciation and amortisation of capitalised development costs.
2 Free cash flow is reported before acquisitions or similar corporate
development activity.
11. Cash and liquidity
The Group ended the year with £85.3m in cash and cash
equivalents (£84.4m net cash). Adjusted cash from operations,
including capital expenditure, was £65.7m (FY24: £37.6m)
and represents a cash conversion of 80% (FY24: 47%). Cash
conversion is calculated as adjusted cash from operations
divided by adjusted operating profit. Excluding capital
expenditure relating to our new semiconductor systems facility,
and facility expansion in Belfast in FY24, cash conversion on a
normalised basis was 89% (FY24: 64%).
The improvement in cash conversion is mainly driven by a
lower working capital increase in the year versus the prior year
(FY25: +£11.4m; FY24: +£24.7m). This was partially offset by an
increase innon-recurring costs of £4.9m. Free cash flow (FCF)
has improved significantly to £31.6m in FY25 (FY24: £13.5m).
This is due mainly to the improvement in cash conversion, and
to the reduction in capital expenditure associated with the new
Severn Beach plasma facility. FCF wasused for acquisitions
and to fund a dividend payment of £12.1m (FY24: £11.4m).
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Reconciliation of cash generated from operations to adjusted
operating cash flow:
2025
£m
2024
£m
Cash generated by operations 69.5 59.4
Add back/(deduct):
Pension scheme payment above charge to
operating profit 7.9 8.0
Non-recurring items 7.5 2.2
Capitalised development expenditure (1.5) (0.7)
Expenditure on tangible and intangible assets (12.1) (26.5)
Payments made in respect of finance leases (5.5) (4.8)
Adjusted cash generated by operations 65.8 37.6
Cash conversion
1
80% 47%
Normalised cash conversion
2
89% 64%
1 Cash conversion = Adjusted cash generated by operations divided by adjusted
operating profit.
2 Cash conversion calculated on a normalised basis excludes expenditure in the
year of £7.9m (FY24: £14.1m) relating to the new semiconductor systems facility
in Severn Beach in FY25 and FY24. FY24 also excludes the property acquisition
in Belfast.
The Group maintains an unsecured multi-currency revolving
facility agreement which expires in March 2028, with two
extension options. The facility is supported by four banks and
comprises a euro-denominated multi-currency facility of €95.0m
(£80m) and a US dollar-denominated multi-currency facility of
$150.0m (£116m).
Debt covenants are net debt to EBITDA less than 3.0 times
andEBITDA to interest greater than 4.0 times.
12. 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 17.1p (FY24: 15.9p) per share. This results in a
total dividend of 22.2p (FY24: 20.8p) per share, growth of 6.7%. An
interim dividend of 5.1p per share was paid on 7 January 2025.
The final dividend will be paid, subject to shareholder approval, on
19 August 2025 to shareholders on the register as at 11 July 2025.
13. 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 on a reported basis to 27.1% (FY24: 29.1%), and
on an organic basis, which excludes the impact of acquisitions,
and Andor impairment in the year, to 26.4% (FY24: 30.6%). The
fall in ROCE is due to the increase in capital employed (CE) to
£268.8m from FY23 (FY24: £269.2m; FY23: £219.5m). Aside from
acquisitions, the main drivers are:
• the large investment in the new semiconductor systems
facility in Bristol which has increased property, plant and
equipment between year-end FY23 (included in the FY24
average CE value);
• the significant step up in inventories in FY24 from FY23.
Inventories have reduced in FY25 versus FY24, but remain at
historically high levels due to increases in the level of safety
stock to support the Plasma move to Severn Beach; and
• increased trade receivables due to the volume of high value,
large equipment shipments at year end, including the movement
of NanoScience quantum computing pre-payments from
trade payables to trade receivables.
2025
£m
2024
£m
Adjusted operating profit 82.2 80.3
Amortisation of acquired intangible assets (9.2) (9.1)
Adjusted operating profit after
amortisation of acquired intangible assets 73.0 71.2
Property, plant and equipment 85.6 80.5
Right-of-use assets 29.9 32.4
Intangible assets 121.8 138.2
Long-term receivables 1.0 1.3
Inventories 99.1 108.1
Trade and other receivables 126.2 114.7
Non-current lease liabilities (26.7) (28.6)
Trade and other payables (157.7 ) (166.2)
Current lease liabilities (4.5) (4.8)
Provisions (5.9) (6.4)
Capital employed 268.8 269.2
Average capital employed 269.0 244.4
Return on capital employed (ROCE) 27.1% 29.1%
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 of 13.4%-14.0%. ROIC
has decreased in the year, due to the same key factors driving
capitalemployed described above.
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2025
£m
2024
£m
Adjusted operating profit 82.2 80.3
Taxation (18.2) (20.3)
Adjusted operating profit after taxation 64.0 60.0
Total equity 376.1 365.7
Less: net cash and lease liabilities (53.2) (50.4)
Invested capital 322.9 315.3
Average invested capital 319.1 295.3
Return on invested capital (ROIC) 20.1% 20.3%
Subsequent events
On 10 June 2025 the Group entered into a binding agreement to
sell our NanoScience business for a total consideration of £60m,
of which £57m is payable on closing and up to £3m is contingent
on future business performance over three years. The deal is
expected to close in Q3 of FY26.
Whilst a sale process was ongoing prior to 31 March 2025, at
that point no binding offer or terms from prospective buyers
had been received and therefore actions to complete the sale
remained highly uncertain. In addition, management were not
committed to sale and given the macro conditions prevailing
at that time a successful sale remained highly uncertain. As a
result, the Directors consider that the IFRS 5 conditions to classify
the NanoScience assets as held for sale were not fully met.
Therefore, no adjustments have been made in FY25 financial
statements in respect of this potential transaction.
Capital allocation
The Group generated £31.6m of free cash flow in FY25, and
held £85.3m in cash and cash equivalents at 31 March 2025.
The Group will prioritise opportunities which deliver incremental
organic growth and remains committed to a progressive
dividend policy, rising in line with underlying earnings. Oxford
Instruments will consider inorganic opportunities where they
offer acompelling strategic and synergy case, delivering
returns above the Group’s strict financial criteria. Alongside this
the Group will consider the buy back of its own shares where
it considers there is a compelling case to create value for
individualshareholders.
In accordance with this policy the Board has approved a return
of capital to shareholders of approximately £50m by means of a
share buyback. In making this decision the Board has considered
the current and future capital needs of the business, as well as
taken into account the potential future proceeds of a sale of
ourNanoScience business.
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.
PAUL FRY
Chief Financial Officer
12 June 2025
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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 Social Governance
Our purpose and values-driven
social programme seeks to
uphold our deeply held sense of
responsibility to our employees,
the communities we impact, and
the generations to come. We strive
to create a safe and inclusive
culture where colleagues can
build rewarding careers, and to
be a responsible corporate citizen
everywhere we operate.
Our products and services have
a key role to play in achieving
a more sustainable future. We
are committed to minimising our
own impact on the environment,
reflected in our ambitious net
zero targets: 2030 in our own
operations, and 2045 across our
whole value chain.
We are committed to upholding
the highest ethical standards
in all our interactions with our
colleagues, customers, suppliers,
and the stakeholders in our wider
network. How we run our business
is as important as what we do. We
seek to operate in an inclusive,
responsible and sustainable way,
and with integrity at all times.
For more information /
Pages 47 to 51
For more information /
Pages 61 to 66
For more information /
Pages 67 and 68
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The way we run our business and the actions we take
throughout our value chain support the following goals:
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:
Sustainability continued
Introduction
We are committed to advancing our positive progress on
sustainability each year. This has been a milestone year on
our environmental sustainability journey. Having made a new
commitment in 2024 to reach net zero in Scopes 1 and 2 by
2030, this year, we addressed Scope 3, setting an interim target
of a 25% absolute reduction in emissions by 2030. This was
followed by the publication of our net zero transition plan in
November 2024, which sets out how we will achieve our goals.
We then successfully submitted our targets for validation by
the Science Based Targets initiative (SBTi), achieving approval
in March 2025. We also submitted to CDP’s climate change
assessment for the first time since 2016, achieving a B rating in
acknowledgment of our commitment and action in this area.
We were pleased to report a strong health and safety (H&S)
performance, with no serious accidents in the year. A small
increase in minor injury reports largely reflected improved
reporting protocols, and we continue to roll out our IOSH-
accredited H&S training programme.
A key focus of our social programme this year has been to
embed our new purpose and ways of working with colleagues
around the world, including incorporating our ways of working
into the annual personal development process, and launching
a suite of engaging collateral to use at sites around the world.
We also carried out our first externally benchmarked global
employee engagement survey.
Our Foundations programme pilot, supporting high-potential
colleagues in their early career, came to a successful
conclusion, and is set to run again in 2025/26. Three cohorts of
our long-running Leadership programme also benefited from
bespoke training, while five cohorts undertook management
essentials training, recognising the importance of effective line
management skills. We continue to extend both the number
of participants and the range of opportunities offered in our
apprenticeship and graduate programmes.
We also secured accreditation from the Living Wage Foundation
in the UK, where more than half of our workforce is based,
reflecting our commitment to wages that help our employees
cope with the cost of living.
Our focus on strong governance underpinned the development
and production of our newly extended Code of Conduct in five
languages (English, Chinese, French, German and Japanese). We
also rolled out an updated and extended compliance training
programme, driving employee awareness through training and
regular communications. Colleagues completed more than
9,600 compliance training courses during calendar year 2024.
For more on our people and governance-centred initiatives, see
pages 61 to 68.
Colleagues were invited to make pledges at an International Women’s Day event at
our High Wycombe site
Our sustainability ratings
CDP climate change:
B
ISS:
C-
MSCI ESG Ratings:
AA
S&P:
37
(82nd percentile)
Sustainalytics
ESG Risk Rating:
12.1 Low risk
(13th percentile among
technology hardware
companies)
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Sustainability – environment
Strategy and targets
Work has continued across the Group to reduce our
environmental impact. Activities have included the reintroduction
of renewable electricity contracts in the UK, and a number
of smaller behaviour change actions undertaken by our
employee-led Go Green teams. We have also reached the
procurement stage for capital investment projects including gas
boiler replacements and an additional solar array, which will
significantly reduce our Scope 1 and 2 profile.
Earlier this year we were pleased to announce that both our
near and long-term science-based targets had been approved
by the Science Based Targets initiative (SBTi). Our targets now
include both near and long-term targets for scope 1, 2 and 3
emissions. Overall, our SBTi target is to reach net zero across
the value chain by 2045. More details on our interim targets
can be found on the SBTi website.
1
This long-term commitment
will see us delivering net zero five years ahead of the
UK Government’s commitment.
We have committed to reach net zero (where we add no
incremental greenhouse gases to the atmosphere) across our
own operations (Scopes 1 and 2) by 2030. For Scope 3 we are
committed to reducing our emissions by 25% by 2030. Our 2030
and 2045 targets are against a FY2023/24 baseline.
Overall net zero target
Oxford Instruments plc commits to reach net zero greenhouse
gas emissions across the value chain by 2045.
To ensure our SBTi targets were using our most up-to-date and
accurate data, in line with best practice, we re-baselined our
carbon footprint. This was largely driven by our improved data
gathering, as we identified additional emissions which moved
our footprint by more than 5% from our previous baseline. Most
notable among these was an increase in process emissions from
our Severn Beach site.
We are proud of the role our products play in supporting decarbonisation, and
we are committed to reaching net zero emissions across our value chain by 2045
Plans are already under way to remove the majority of
these emissions through increased control measures and
abatement systems.
Today, our market-based carbon intensity metric for Scopes 1
and 2 stands at 7.76 tonnes CO
2
e per £million revenue. This is a
decrease from 12.16 tonnes per £million revenue in FY2023/24
2
,
primarily as a result of having reinstated REGO-certified
renewable electricity at our UK manufacturing sites.
Transition plan to net zero
In November 2024, we published our net zero transition plan,
created in line with the recommendations of the Transition
Plan Taskforce. This key document sets out how we intend to
hit our 2030 and 2045 targets. We have already begun our
implementation plan:
• Heat decarbonisation – Heating systems are a large
contributor to our Scope 1 emissions. Planning has progressed
to detailed design stage to update the heating systems in
both Belfast and High Wycombe. Both systems will remove
the use of natural gas from the sites, saving a combined 196
tonnes CO
2
e per year.
• Process emissions – Process emissions have become a
significant part of our Scope 1 footprint from the processes at
our compound semiconductor facility. A significant proportion
of these gases can be abated, and work is already under way
to design these systems.
• Scope 3 emissions – The largest proportion of our emissions
comes from our purchased goods and services. Work began
this year to engage with our key suppliers, sharing our net
zero targets and collecting data around their own carbon
footprint and the work they are doing to reduce it. We also ran
a programme of 22 workshop sessions with product managers
and engineers to help to address emissions arising from
customers’ use of our products. Sustainability considerations are
now fully embedded in our new product introduction process.
Together with the establishment of our SBTi-verified targets, our
plan will help us to drive ambitious and positive change to the
business. As shown, work has already begun to tackle issues
across all emission scopes to ensure we hit our 2030 and 2045
targets. The steps we will take between now and 2045 include:
• implementing our net zero transition plan;
• ensuring that all of our sales, service and manufacturing
operations, wherever possible, are powered by on-site
renewables or electricity backed by renewable energy
certificates, eg the 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, linked to executive remuneration, to replace
boilers at two UK sites in the next three years (see page 133);
• switching fleet vehicles to electric rather than internal
combustion engines; and
• continuing to engage with our supply chain to understand
their decarbonisation strategy.
1 https://sciencebasedtargets.org/target-dashboard.
2 Figures have been rebaselined in FY2024/25.
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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
5.5% during the year. The main reason for this was an increase
in electricity usage, as well as an increase in fuel consumption.
These increases relate to the continued ramping up of our
Severn Beach compound semiconductor facility, our first full year
of data from First Light imaging and the addition of FemtoTools
to the portfolio.
Sustainability – environment continued
Scope 1 emissions have reduced by 1.5% due to a reduction
in process emissions. Scope 2 market-based emissions have
decreased significantly (75.5%) due to the reinstatement of
renewable energy contracts at all our UK sites this year. As
discussed in last year’s Annual Report, these had ceased in
late 2023 due to our previous supplier exiting the market and
withdrawing its renewable energy option. UK contracts were
therefore retendered as soon as possible, with all UK sites
reverting to REGO-certified electricity from April 2024.
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 on-site
generation and power purchase agreements (PPAs) and pursue
energy efficiency opportunities.
We report our location-based emissions and energy intensity
as tonnes CO
2
e/£m revenue and kWh/£m revenue. Emissions
intensity has reduced by 0.8% this year, while energy intensity
has increased by 10.6%.
GHG emissions (tCO
2
e)
2025 2024
UK Global (exc. UK) Group total UK Global (exc. UK) Group total
Scope 1 fugitive emissions (tCO
2
e) 26 – 26 1 1 2
Scope 1 process emissions 2,692 – 2,692 2,935 0 2,395
Scope 1 combustion emissions (tCO
2
e) 486 104 590 372 51 423
Total Scope 1 (tCO
2
e) 3,204 104 3,308 3,308 52 3,360
Scope 2 location-based (tCO
2
e) 2,767 761 3,528 2,315 803 3,118
Scope 2 market-based (tCO
2
e) 0 578 578 1,715 647 2,362
Total Scope 1 + 2 location-based (tCO
2
e) 5,971 865 6,836 5,623 855 6,478
Total Scope 1 + 2 market-based (tCO
2
e) 3,204 682 3,886 5,023 699 5,722
Upstream Scope 3 (tCO
2
e) – – 81,144 – – 81,023
Downstream Scope 3 (tCO
2
e) – – 25,002 – – 31,371
Total Scope 3 (tCO
2
e) – – 106,146 – – 112,394
Total Scope 1, 2 & 3 location-based (tCO
2
e) – – 112,982 – – 118,872
Total Scope 1, 2 & 3 market-based (tCO
2
e) – – 110,032 – – 118,116
Scope 1 + 2 location-based GHG emissions intensity ratio (per Group turnover) £m – – 13.66 – – 13.77
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Energy consumption (kWh)
2025 2024
UK Global (exc. UK) Group total UK Global (exc. UK) Group total
Total renewable fuels consumption (kWh) 0 0 0 0 0 0
Liquid fuel (diesel, petrol, fuel oil) 1,094,564 151,926 1,246,490 662,253 12,706 674,959
Gaseous fuel (natural gas) 1,069,404 364,483 1,433,887 1,091,919 261,036 1,352,955
Total non-renewable fuels consumption (kWh) 2,163,968 516,409 2,680,377 1,754,172 273,742 2,027,914
Total fuels consumption (kWh) 2,163,968 516,409 2,680,377 1,754,172 273,742 2,027,914
Consumption of purchased or acquired electricity renewable (kWh) 13,364,131 488,661 13,852,792 6,485,154 395,202 6,880,356
Consumption of purchased or acquired electricity non-renewable (kWh) – 1,872,295 1,872,295 4,695,603 1,893,110 6,588,713
Consumption of self-generated non-fuel renewable energy (solar) (kWh) 28,867 183,222 212,089 – 255,139 255,139
Total electricity consumption (kWh) 13,392,998 2,544,178 15 ,937,176 11,180,757 2,543,450 13,724,207
Consumption of purchased or acquired heating, steam and cooling non-renewable (kWh) – 250,034 250,034 – 252,243 252,243
Consumption of purchased or acquired heating, steam and cooling renewable (kWh) – 49,673 49,673 – 64,967 64,967
Total renewable energy consumption (kWh) 13,392,998 721,556 14,114,554 6,485,154 715,307 7,200,461
Total non-renewable energy consumption (kWh) 2,163,968 2,638,738 4,802,706 6,449,775 2,419,094 8,868,869
Total energy consumption (kWh) 15,556,966 3,360,294 18,917,260 12,934,929 3,134,402 16,069,330
% renewable electricity from total electricity 100% 26% 88% 58% 16% 50%
Energy intensity ratio (per Group turnover) £m – – 37,789 – – 34,161
Sustainability – environment continued
1. This section has been prepared for the reporting period of 1 April 2024 to 31 March 2025. 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 2024 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 2024 (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 IEA in accordance with GHG
Protocol guidelines.
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Scope 3 emissions
Our Scope 3 emissions are still our most significant source of
emissions, contributing 94% 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 2024/25 footprint.
Purchased goods and services (65.5% of Scope 3) – We use
purchase data by spend of raw materials, components and
services. We have continued to use 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
through engagement with our supply chain, we will refine this
methodology and look to incorporate supplier-specific emissions.
Use of sold products (23.3% 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 (4.3% 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.
Category Description Status
2025
Scope 3 emissions
(tCO
2
e)
2024
Scope 3 emissions
(tCO
2
e)
1
Purchased goods and services Relevant, calculated 69,501 71,046
2
Capital goods Relevant, calculated Inc. in category 1 Inc. in category 1
3
Fuel- & energy-related activities Relevant, calculated 1,181 545
4
Upstream transportation and distribution Relevant, calculated 4,553 3,150
5
Waste generated in operations Relevant, calculated 15 13
6
Business travel Relevant, calculated 4,447 4,825
7
Employee commuting Relevant, calculated 1,447 1,445
8
Upstream leased assets Not relevant, not applicable – –
Upstream emissions 81,144 81,023
9
Downstream transportation and distribution Relevant, calculated 310 326
10
Processing of sold products Not relevant, not applicable – –
11
Use of sold products Relevant, calculated 24,689 31,034
12
End-of-life treatment of sold products Relevant, calculated 3 11
13
Downstream leased assets Not relevant, not applicable – –
14
Franchises Not relevant, not applicable – –
15
Investments Not relevant, not applicable – –
Downstream emissions 25,002 31,371
Total Scope 3 106,146 112,394
Sustainability – environment continued
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Environmental management and legislation
As a Group, we are committed to strong environmental
management and to ensuring compliance with environmental
legislation in the countries where we operate. We maintain
certification to ISO 14001 at all our UK manufacturing sites.
No environmental fines or penalties have been placed on the
Group in the last three years. Some of the primary frameworks
which drive our environmental compliance actions are as follows:
• Waste Electronic and Electrical Equipment (WEEE) Directive;
• Restriction on the use of Hazardous Substances (RoHS)
regulations;
• Registration, Evaluation, Authorisation of Chemicals (REACH)
Directive; and
• European Waste Framework Directive.
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
as it is not used significantly as part of our production processes.
In total the Group recorded 33,835 m
3
of water withdrawal
(2023/24: 10,553m
3
) and produced 33,835 m
3
of water discharged.
UK sites are sending zero waste to landfill; our waste from these
sites is either recycled or used at energy from waste facilities to
generate electricity. We are committed to reducing the quantity
of hazardous waste we produce.
Total waste – treatment kg % split of waste
Recycled 122,261 29%
Landfill 11,595 3%
Energy from waste 290,476 69%
Total 424,322
Hazardous vs non-hazardous kg % split of waste
Hazardous 12,412 3%
Non-hazardous 411,920 97%
Total 424,322
Water m
3
Intensity ratio
(per Group turnover)
£m
Withdrawal 33,835 67.59
Discharge 33,835 67.59
Sustainable product development
Oxford Instruments provides academic and commercial
organisations worldwide with market-leading scientific
technology and expertise across our key market segments:
materials analysis, semiconductors, and healthcare &
life science. Our Imaging & Analysis division develops,
manufactures and services microscopes, scientific cameras,
analytical instruments and software. Our Advanced Technology
division develops, manufactures and services compound
semiconductor fabrication equipment, cryogenic and
superconducting magnet technology and X-ray tubes.
Our new product introduction (NPI) process considers sustainable
design alongside customer and market demands. This will allow
us to continue to produce technologies that enable and facilitate
the transition to a low-carbon economy.
Our NPI process considers the sustainability attributes of new
products from the feasibility and design stage through to
development, launch and scale up. Some of the key sustainable
design considerations for reducing product-related emissions
include: seeking recycled or low emission raw materials with
suitable technical properties, reducing the weight and number
of components in our products, and enhancing their overall
efficiency during the use phase.
Sustainability – environment continued
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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,
in addition to having our emissions targets SBTi validated and
publishing our net zero transition plan, we have reviewed the
risks and opportunities that we identified last year, taking into
account any changes to impact or likelihood over the past year.
Compliance statement
For clarity around compliance of the following information
with the TCFD framework, and requirements arising from
UK Listing Rule 6.6.6(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 (CA
414CB), as shown in the TCFD and CFD cross reference and
disclosure consistency summary opposite.
Sustainability – TCFD statement
TCFD pillar Recommended disclosure Disclosure location CA 414CB
Governance: Disclose the
organisation’s governance
around climate-related risks and
opportunities
a. Describe the Board’s oversight of climate-related risks and
opportunities.
Page 53 (a)
b. Describe management’s role in assessing and managing
climate-related risks and opportunities.
Page 54 (a)
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 56 to 59 (d)
b. Describe the impact of climate-related risks and opportunities
on the organisation’s businesses, strategy, and financial
planning.
Page 60 (e)
c. Describe the resilience of the organisation’s strategy, taking
into consideration different climate-related scenarios,
including a 2°C or lower scenario.
Page 60 (f)
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 54 to 55 (b)
b. Describe the organisation’s processes for managing climate-
related risks.
Page 55 (b)
c. Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
Page 55 (c)
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 60 (h)
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
Pages 47 to 52 (h)
c. Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets.
Pages 47 to 51, 60 (g)
Task Force on Climate-related Financial Disclosures (TCFD) Statement for the year ended 31 March 2025.
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Audit and Risk
Committee
Remuneration
Committee
Board Sustainability
Committee
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
Senior Leadership Team, the Sustainability Leadership Forum
(SLF), and the wider 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.
The Group’s environmental strategy and the management of
climate-related risks and opportunities is set and directed by
the CEO and the Senior Leadership Team. 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
SBTi-aligned 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 132 to 134. The Sustainability
Committee in turn provides strategic guidance and oversight to
the management-level SLF primarily through the attendance of
relevant SLF members at the Committee’s meetings.
Sustainability – TCFD statement continued
Oxford Instruments plc Board
Senior
Leadership
Team
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
Climate-related governance framework
Note to graphic: Arrows indicate two-way transfers of information and guidance between forums.
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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 matters relating to environment, social and
governance. It holds responsibility for environmental issues at a
management level, including identifying and assessing climate-
related risks and opportunities and the delivery of the Group’s
environmental strategy. The Group’s science-based emissions
targets were also reviewed by the SLF before recommending
to the Board and CEO. 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, and 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-
Group on climate, energy and progress to net zero. In addition,
members monitor the KPIs outlined in the Metrics and Target
section on page 60.
A key part of the SLF’s remit, working in collaboration with the
Senior Leadership Team, 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. Our Go
Green Initiative has been active in the UK since the early 2000s.
Following its extension to become a global network of 12 teams
in 2024, it has driven further progress towards our 2030 net zero
target for Scopes 1 and 2 through projects targeting reductions
in energy, waste, water and travel. Projects have included
behaviour change projects along with providing assistance with
larger infrastructure programmes.
Risk management
Our process for identifying and assessing
climate-related risks
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 69 to 78 of the Annual
Report 2025.
Relevant risks and opportunities are identified with help from
external consultants, CEN-Group, 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 55.
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.
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.
2. Materiality limits are set in line with the Group’s financial statement materiality
levels. Last year Group financial materiality was £3.5m based on 5% of profit
before tax.
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.
Sustainability – TCFD statement continued
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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. 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.
Strategy
Climate-related risks and opportunities
Our approach to managing climate-related risks and leveraging
opportunities is incorporated into our business strategy. In
2025, we have reviewed and refined the climate-related risks
and opportunities we identified as part of our previous climate
scenario analysis in 2024. This has ensured we are aware of any
new climate-related risks and opportunities that have become
relevant to Oxford Instruments throughout the year, and also that
we understand whether the impact or likelihood of any previous
risks or opportunities has changed.
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 2025 2028 In line with the existing risk management time horizon and
specific business plan strategy.
Medium term 2028 2035 Encompasses Oxford Instruments’ near-term emission targets,
set at 2030.
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 SBTi.
• Stated Policies Scenario (STEPS): This scenario represents
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.
Sustainability – TCFD statement continued
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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 implications
2028 2035 2050 2028 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, and uncertainty remains
with respect to the adoption of
ISSB reporting standards, and
the scale and timing of CSRD
and CS3D. 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.
As part of our net zero plan, we are aiming for
a 25% reduction in Scope 3 by 2030 and net
zero across the value chain by 2045, thereby
mitigating the impacts of carbon pricing
on our value chain. Our net zero transition
plan highlights key levers to reduce supply
chain emissions. We are engaging with our
key suppliers on their carbon footprint via
surveys, requesting information on any carbon
reduction targets and programmes that they are
undertaking to reduce their carbon footprint.
• 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.
Sustainability – TCFD statement continued
Transition risks and opportunities
Transition risks identified
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
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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 implications
2028 2035 2050 2028 2035 2050
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.
Our net zero transition plan and SBTi-approved
targets reduce exposure to this risk and set out
our clear pathway to net zero.
• 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.
Transition opportunities identified
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we are taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications
2028 2035 2050 2028 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, 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,
eg 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,
while our materials analysis instrumentation
supports battery development and analysis, and
the development and optimisation of renewable
energy technologies, and more sustainable
structural materials.
• 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 directly engaging with key
suppliers to understand the existing mechanisms
they are using to reduce their carbon footprint,
and subsequently 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.
Transition risks identified continued
Sustainability – TCFD statement continued
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
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Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we are taking
and how they are managed KPIs
NZE scenario STEPS scenario
Scenario Implications
2028 2035 2050 2028 2035 2050
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
opportunity 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
opportunity 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. We are in the process
of replacing gas boilers at Belfast and High
Wycombe with air source heat pumps, with
the aim of these entering operations by
FY2026/27. Several other operational efficiency
programmes to reduce waste in manufacturing
have been implemented in the fiscal year. We
also 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.
Transition opportunities identified continued
Sustainability – TCFD statement continued
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
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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
a location risk 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, tornadoes,
storms, sea level rise and flooding events, among other hazards.
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). During the year we had no insurance claims that
were climate-related.
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.
Opportunity Opportunity description
Opportunity
type
Potential impact
on the business
Response/actions we are taking
and how they are managed KPIs
2.6 Scenario 8.5 Scenario
Scenario Implications
2030 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. The flood
risk exposure at the Zone 50 site has been
mitigated by constructing the building on a 1.5m
raised platform.
• 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.
Sustainability – TCFD statement continued
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
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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. When purchasing new offices and
manufacturing sites environmental considerations form part of
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 152 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 55 to 59. 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 48 to 51. Please see the environment
section, pages 47 to 51. 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. These targets are ambitious, getting
us to net zero ahead of the UK Government’s pledge, and
demonstrate our commitment to operating responsibly. Our
Scope 1, 2 and 3 emissions targets have been validated by the
SBTi, as set out on page 47, while we have also published our net
zero transition plan which details our actions to achieve these
targets. Our SBTi-validated targets are as follows:
• to reach net zero emissions across Scopes 1 and 2 by
FY2030 from a FY2024 base year;
• to reduce absolute Scope 3 GHG emissions 25.00%
by FY2030 from a FY2024 base year;
• to reach net zero greenhouse gas emissions across the
value chain by FY2045.
Sustainability – TCFD statement continued
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Sustainability – social
Our social sustainability agenda
Our social sustainability agenda comprises six key subject areas,
as follows:
• Culture, values and engagement
• Inclusive workplace
• Health, safety and wellbeing
• Investment in our people
• Next-generation talent
• Community impact
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.
CEO Richard Tyson 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.
This year, we carried out our first externally benchmarked
survey, with leading survey provider Best Companies. We
achieved a rating in the ‘One to Watch’ category, reflecting
that Oxford Instruments is a good company to work for.
We also rolled out Best Companies’ personalised feedback
for people managers who received three or more responses
to the survey, a valuable tool which will enable managers to
hone their management skills.
Our recently launched Ways of Working framework, summarised
above, provides a strong set of organisational principles to help
us deliver our strategy (see pages 29 to 32). We held a residential
Leadership Conference in September 2024 for around 70 senior
leaders to support the roll-out and delivery of our strategy and
embed our ways of working.
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
We believe that businesses have a valuable contribution to make to society. We are acutely aware
of our responsibility to our employees, the communities we impact and the generations to come.
These are now fully embedded into our corporate vernacular,
decision making and performance frameworks, and we have
rolled out a suite of communications collateral including posters,
wall art and desktop reminders to keep them front of mind.
Our ways of working
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Creating an inclusive workplace
We are committed to creating an inclusive culture. 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 23
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 inclusive and progressive in our
working practices, but will ensure that we are not in conflict with
legislative frameworks.
Our approach to inclusion is overseen by the Board
Sustainability Committee.
We are signatories to the Business in the Community Race at
Work charter, underlining our commitment to improving equity of
opportunity in the workplace. We also engage in externally run
schemes offering inclusive internships and career opportunities.
Employees lead a number of impact groups, focused on less-
represented demographics in our workforce but open to all.
These include a women’s group, a neurodiversity group, a group
focused on race and ethnicity, and a group centred on LGBTQ+
issues. All four have been enthusiastically adopted by both
members and allies of each community.
We are committed to eliminating our gender pay gap. We
monitor, measure and take action globally to ensure that men
and women are paid fairly. Our external data reporting is focused
on UK legislation, which requires companies to report their pay
gap annually if they have more than 250 employees, 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 801 employees in 2023, currently stands
at 9.0% (mean) and 12.5% (median).
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).
Our inclusive approach to recruitment includes the use
of technology to ensure that the language used in job
advertisements is free from 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 dependants.
Following the reconfiguration of our internal employee data
portals to include the Office for National Statistics ethnicity
categories, 96% of UK employees and 79% of employees
globally have provided data on their ethnicity. We reported on
our UK ethnicity pay data for the second time this year. This
indicates that 12% of our UK workforce identify as being part of
an ethnic minority group, and reflects an ethnicity pay gap of
15.2% mean and 2.4% median in favour of employees from white
British ethnic backgrounds.
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. 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.
Sustainability – social continued
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New employees in FY2024/25 by gender
Male 71%
Female 29%
At the date of the Annual Report, the team comprises 16 persons,
of whom 19% are of Asian or mixed ethnicity. There are 75 direct
reports of this team, of whom 21% 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.
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 57% 43%
Senior Leadership Team 66% 34%
Managers 72% 28%
Employees 72% 28%
Gender split by region
Male Female
UK 76% 24%
EMEA-I 72% 28%
Asia (excluding China) 73% 27%
China 61% 39%
North America 29% 71%
Sustainability – social continued
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Health, safety and wellbeing
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.
The Board is responsible for oversight of our approach to
H&S, supported by the Sustainability Committee.
Our six-step strategic framework supports continuous
improvement via six key areas of management.
Our H&S management strategy, grounded in continuous risk
identification and mitigation, safeguards employees through
proactive measures. We employ chemical management
software to oversee hazardous substances, provide training
across known risk areas, enforce stringent PPE adherence and
utilise asset management software for equipment integrity. This
approach reduces risk before escalation into incidents or near-
miss events, thereby ensuring a secure and compliant workplace.
Recognising that our entire workforce has a role to play in creating
a safe working environment, we use, and regularly promote,
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.
This year, to align with industry benchmarks and peer
organisations, we have adjusted our reporting period from
calendar year to financial year (FY), ensuring consistency and
comparability in our H&S metrics.
Through targeted H&S campaigns, we have successfully
increased H&S awareness and engagement throughout the
organisation, as evidenced by a rise in safety notifications and
contributors using Shield during FY2024/25. This heightened
focus has contributed to our accident frequency rate for work
process-related accidents rising from 18 to 21, reflecting an
improved reporting diligence and a proactive safety culture
across our teams. While this marks a change from last year’s
figure, it reflects a consistent stabilisation trend in recent years,
with no serious injuries reported since 2022 and no employee/
contractor fatalities recorded over the five-year period from 2020
to 2025. Our H&S performance continues to compare favourably
with industry benchmarks, and we remain committed to driving
global safety standards through our Push for Zero initiative which
targets a sustained reduction in work process-related accidents
over time.
Sustainability – social continued
Culture
Clarity
ControlsCollaboration
Healthy, safe
and productive
working
environments
CommunicationCompetence
Increasing health and safety awareness
100
144
188
283
579
1,349
2,390
2023 FY25202220212020
Safety notifications raised
876
1,121
810
Shield contributors (all employees can contribute)
Health and safety five-year performance
21
18
21
19
21
34
35
42
41
48
2023 FY25202220212020
Serious injury
Minor injury
Accidents per 1,000 employees
1
1
0
0
0
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Our structured management systems, subject to external audits
as required, underpin our commitment to safe working practices,
environmental management and quality manufacturing. At our
primary manufacturing facilities in the UK, representing more
than 80% of revenue, we maintain certification to ISO 45001,
ISO 14001 and ISO 9001. The effectiveness of our management
systems is further supported by a robust internal audit
programme across all operational domains.
This year, we launched an accredited Institution of Occupational
Safety and Health (IOSH) training programme globally,
extending across all business units and regions. To date, more
than 180 employees have successfully completed this training,
with the roll-out continuing over the next 18 months. This will
equip our executive teams, as well as eligible members of our
management, production and services workforce with enhanced
H&S competency and awareness.
During FY2024/25, 1,786 employees have received H&S training.
This figure comprises new content, training renewals and
onboarding of new joiners.
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.
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.
Oxford Instruments is committed to ensuring its continued
compliance with regulatory requirements relating to the
reduction and elimination of certain harmful chemical
substances used in the development and manufacture of
our products.
We have recently engaged a leading external environmental
compliance partner to help us ensure that we keep pace with
existing and new regulatory requirements and to facilitate
the collection and assessment of data from our supply
chain partners. This in turn will improve our ability to react to
requirements and proactively remove substances of concern
from our products as evidence of their harmful nature
is identified.
In tandem with these efforts, we are equally dedicated
to meeting global health, safety and environment (HSE)
requirements. This commitment will now be enhanced through
engagement with an external global consultancy, ensuring that
our operations not only minimise environmental impact but
also safeguard the wellbeing of our employees, customers and
communities worldwide.
By aligning our product compliance initiatives with our broader
HSE obligations, we strengthen our ability to deliver sustainable,
safe and responsible solutions.
Employee turnover rates
Year Turnover
2024/25 14%, of which 8% was voluntary
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
2024/25 2,117 104 53
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. In the UK, representing more than
half of our workforce, we are an accredited Living Wage employer.
All employees, regardless of location, are entitled to legally
required benefits such as annual leave, sick leave, maternity
leave and standard working hours. This year, we have embarked
on a major programme, Career Connections, which will seek
to align organisation, job families, accountabilities, levelling,
competencies and reward throughout Oxford Instruments over
the next two years.
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.
Sustainability – social continued
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Sustainability – social continued
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 a total of 28,761 training
courses in FY2024/25 (26,878 online and 1,883 classroom/
virtual), 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. In FY2024/25, three cohorts (33
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 43 managers
Group-wide, as well as delivering programmes focused on
Project Management Fundamentals and Project Leadership.
Following its successful launch in 2024, the second cohort of the
Foundations programme for emerging talent will begin in June.
The programme is 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
mock interviews for school-age students and work experience for
students from mid-teens to graduate and post-graduate level,
engaging 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 global network of Go Green teams 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.
Case study
Supporting the
next generation
of STEM leaders
We’re committed to giving young people the
opportunity to learn about science and explore
future careers options with us.
Employees at our High Wycombe materials analysis
site launched a new STEM Committee in 2024,
seeking to facilitate engaging STEM initiatives for the
local community and demonstrate the diverse career
paths open to young people. The committee launched
by welcoming 40 GCSE and A-level students from
three local schools during British Science Week to the
site’s Innovation Centre. Over the course of the day,
groups took part in exciting engineering activities,
where they made PCB boards and towers made
of marshmallows and spaghetti, and were given
demonstrations of our Raman and atomic force
microscopes, detectors for electron microscopy,
andnuclear magnetic resonance technology.
Read more about our materials analysis
technology / www.oxinst.com
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We are wholly committed to conducting our business responsibly
and holding ourselves to high ethical standards. Our strong
values (see page 61) 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 overseen by our Board
of Directors and summarised in our Code of Conduct (see
www.oxinst.com/codeofconduct), which is updated regularly
and issued to all permanent and contracted employees as
a mandatory training module. All employees, 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. A team
reviews any whistleblowing reports which are made, and each
report is escalated and investigated as appropriate. We received
one report via Safecall in 2024/25.
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 116 to 118); 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 109 to 115).
Sustainability – governance
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 developed a comprehensive training course, refreshed
this financial 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.
In FY2024/25 we also launched a refreshed compliance and
onboarding programme for our channel partners. This includes
completion of a mandatory compliance training course covering
anti-bribery and anti-corruption and a certification to confirm
compliance with our anti-bribery and anti-corruption policy for
channel partners.
No one has been dismissed during FY2024/25 as a result of
having committed bribery.
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 continued to pivot our regional focus towards less
sensitive applications and customers in China this year, having
exited the quantum market in the country in FY2023/24.
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 and associated procedures. We ensure
that there are adequate processes 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’, ie 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. The recent engagement of a leading external
environmental compliance partner will support us in ensuring our
due diligence and risk assessment of suppliers is robust.
Upholding high ethical standards
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Our existing 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. 87% of UK manufacturing
key suppliers have started or made full returns through the
supplier portal. We are transitioning to a partnership with a
leading external compliance partner to help us ensure that we
keep pace with existing and new regulatory requirements and
to facilitate the robust collection and assessment of data from
our supply chain partners, including conflict minerals and carbon
footprint data.
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, and we expect our suppliers to
adopt the same approach.
We believe in the importance of educating our employees
on human rights issues and have launched bespoke training
for relevant employees to help them to recognise the risks of
modern slavery and human trafficking in our business and
supply chain.
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. In addition, our Supplier
Quality Manual and Code of Conduct for Representatives and
Suppliers mandates that our suppliers take action to prevent
modern slavery occurring in their business and supply chain.
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 horizon scans for developments in data
protection legislation around the world and develops compliance
programmes where necessary to ensure we can respond
quickly to any changes made in legislation and guidance
fromregulators.
We have implemented annual mandatory IT Security training
for all employees. We continue to assess and improve our
IT controls across the organisation in line with UK Government
recommendations.
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
www.oxinst.com.
Sustainability – governance continued
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Risk management
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 109
to 115. 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 2025, the Board considered that these processes
remained effective. A summary of our risk management
framework and process can be found below and on page 71.
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 72 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 71. 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 (CEO). If a material risk changes or arises, a review of the
adequacy of the mitigating actions taken is completed with the
CEO. 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 2025
During the year ended 31 March 2025 we strengthened
our internal audit and risk management capability through
recruitment of additional headcount and organisational changes.
The role of Head of Risk, Assurance and Trade Compliance has
been split into two, and a dedicated Head of Internal Audit, with
responsibility for risk management and assurance, joined in
March 2025, reporting to the Chief Financial Officer (CFO). Further,
a new role, the Group Head of Trade, Ethics and Compliance,
was created, reporting to General Counsel. These changes have
increased the bandwidth available to address both areas and
will provide the focus required to identify and deliver the changes
we consider necessary to comply with the revised UK Corporate
Governance Code.
Also, during the year ended 31 March 2025, the CEO introduced
regular six-monthly formal reviews of principal risks by the Senior
Leadership Team. These include the identification and evaluation
of key risks and focus on the mitigating strategies and actions
required, where relevant. New and emerging risks are also
reviewed to support the risk reporting process.
In a further development, we have appointed a Chief Information
Security Officer to strengthen our resilience to cyber security risk.
Risk governance framework
The diagram below summarises the key accountabilities and
features of our risk governance framework.
Audit, risk and internal control
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.
Operational
management
Responsible for risk
management and
control within the
business and, through
the Senior Leadership
Team, 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 114.
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 109
to 115.
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Risk management continued
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 (eg 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 CEO, who in turn reviews the delegation
of authorities throughout the management structure;
• the Group’s internal management beneath the Board
is led by the Senior Leadership Team (SLT). Day-to-day
responsibility for the management of the Group is
delegated to the SLT. 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;
• financial reporting lines have been reorganised such
that financial executives within Group businesses report
directly to the CFO;
• 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 109 to 115, 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 CFO 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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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
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 Internal Audit and the CFO every quarter.
New significant risks reported by the business units are
highlighted 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.
In the latest review performed by the Senior Leadership Team,
nosignificant emerging risks were identified.
The Committee discussed emerging risks with the Executive
Directors and Group Head of Internal Audit and agreed with the
assessment that there were no new significant emerging risks
todisclose.
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Risk management continued
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.
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 geopolitical risk materialising
has increased compared to the prior year. For all other risks
we consider that the likelihood has remained the same. For
macroeconomic risk and people and capability risk, we consider
that the impact has increased.
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 to 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
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Risk management continued
1
Geopolitical
Change in the year:
Context:
The Group is principally a UK based,
export-driven business which operates
in global markets and is required to
comply with relevant regulations
including, but not limited to, sanctions,
embargoes and export controls.
Government policies on international
trade, including the export of specific
technologies, raw materials and the
approval of particular end users are
subject to foreign policy objectives
which can change over time.
Risk
• Uncertainty arising from the
impact of import tariffs on
supply chains, the increase in
the landed cost of goods and
end user pricing may have
an adverse impact on global
growth and subsequent
demand for our products in
key markets.
• Customers reallocate priorities
and financial budgets.
• Export restrictions on our
products as a result of
changes to foreign policy
objectives.
Possible impact
• Lower net pricing/reduced orders for
markets adversely affected by tariffs,
reducing contribution margins or
sales volumes.
• 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.
• 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.
Control mechanisms
• Engagement with UK Government
and regulatory authorities.
• Engagement with customers to
address the impact of tariffs.
• Contract review and protection
against breach of contract should
export licences be withheld.
• Long-term investment
planningstrategies.
Mitigation
• Broad global customer base;
contractual protection.
• Market diversification.
• Strategic sourcing/dual sourcing
to reduce landed cost of
purchases (notably for USA/
China origin goods).
• Use of duty-free programmes
when applicable.
• Opportunity to leverage
potential differences in tariff
rates compared to competitors.
• Focus on lower-risk markets
and end users.
2
Operational transformation
Change in the year:
Context:
Following the OI30 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.
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.
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.
Control mechanisms
• CEO and steering group oversight of
operational excellence programme.
Mitigation
• Programme headed by Chief
Operating Officer with a proven
track record in operational
improvement with dedicated
support in key areas such
as manufacturing and
strategicsourcing.
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Risk management continued
3
Supply chain
Change in the year:
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,
geopolitical developments or
apandemic.
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
• 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
• 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
• 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.
4
Routes to market
Change in the year:
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 fully
control its route to market.
Risk
• Vertical integration by OEMs.
• Key relationships with
OEMs fail or are diminished.
Possible impact
• Loss of key customers/routes
tomarket.
• Reduction in sales volumes and/or
pricing and lower profitability.
Control mechanisms
• Customer insight to match product
performance to customer needs.
• Positioning of the Oxford
Instruments brand and marketing
directly to end users.
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.
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Risk management continued
5
New Product Introduction (NPI)
Change in the year:
Context:
The Group provides high-technology
equipment, systems and services to
itscustomers.
Risk
• Failure of the Group’s R&D
programme to produce
commercially viable products.
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
• ‘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
• 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.
6
Macroeconomic
Change in the year:
Context:
Macroeconomic factors such as
recession, inflation and government
budget priorities, particularly regarding
US funding for universities 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.
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.
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.
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.
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.
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Risk management continued
7
Cyber/information technology
Change in the year:
Context:
Elements of production, financial and
other systems rely on IT availability.
Risk
• Cyber-attack on the Group’s
IT infrastructure.
• Ransomware/spread of
viruses or malware.
Possible impact
• System failure/data loss and
sustained disruption to production
operations.
• Loss of business-critical data.
• Delays in making payments to
employees and suppliers.
• Financial and reputational damage.
• Data privacy breach.
Control mechanisms
• Suite of IT protection mechanisms
including firewalls, 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
• 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.
8
Legal and regulatory compliance
Change in the year:
Context:
The Group operates in a complex and
evolving technological, legal and
regulatory environment, particularly
in areas such as export controls and
product compliance. In addition,
competitors may seek to protect
their position through enforcement of
intellectual property (IP) rights and
the Group may at times experience
unintentional legal, regulatory or IP
compliance issues.
Risk
• Infringement of a third party’s
intellectual property.
• Legal or regulatory breach.
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.
• Breach of contract with a third party.
• Potential loss of suppliers if they
cannot meet requirements that
need to be flowed down into
supplyagreements.
Control mechanisms
• Formal ‘Freedom to Operate’
assessment to identify potential
IP issues during product
development.
• Internal control framework
including Code of Conduct policies,
procedures, risk assessments
and training in risk areas such as
bribery and corruption, sanctions,
export controls, modern slavery,
market abuse and data protection.
• Specialist compliance teams,
supported by external advisers.
• Internal and external audits.
• Whistleblowing hotline.
• Supplier excellence programme.
Mitigation
• Confirmation of ‘Freedom to
Operate’ during new product
development stage gate
process.
• Compliance training,
communications and monitoring
programmes for key compliance
risks.
• Regular reviews of policies,
procedures and risk
assessments.
• Channel partner de-risking
project.
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Risk management continued
9
People and capability
Change in the year:
Context:
Delivering and protecting core
capability and knowledge is a
strategic priority for the Group.
Risk
• Challenges in attracting and
retaining high-quality talent in
a tight labour market, notably
for roles requiring niche skills
that are in high demand.
• Shortage of key capabilities
required to meet the Group’s
strategic priorities.
Possible impact
• Salary inflation and/or additional
recruitment costs.
• Adverse impact on NPI.
• Operational disruption.
• Lower sales and profitability.
Control mechanisms
• Strategic focus on the employee
experience, including career
development, communications
and competitive remuneration, to
differentiate Oxford Instruments.
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.
• Holistic approach to total
compensation.
10
Business interruption
Change in the year:
Context:
Business units’ production facilities are
typically located at a single site and
are dependent on availability of parts
sourced from global supply chains.
Risk
• Sustained disruption to
production arising from a
major incident at a site.
• Hiatus in production due to
shortage of supply.
Possible impact
• Inability to fulfil orders in the short
term, resulting in a reduction in sales
and profitability.
• Additional, non-recurring
overhead costs.
Control mechanisms
• Business continuity plans for all
manufacturing sites.
• Contractual protection to limit
financial consequences of
delayed delivery.
• Group strategic sourcing
programme.
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.
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11
Climate change
Change in the year:
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 52 to 60.
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
• 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
• 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
• 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.
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Viability statement
RISK AREA
1. Geopolitical, supply chain, routes to market, macroeconomic (including tariffs)
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 – in line with detailed budget revenue
Years 2 and 3 – no revenue growth for any business
RISK AREA
2. 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 two hundred basis
points reduction in the gross margin year-on-year (cumulatively four hundred 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.
RISK AREA
3. Legal and compliance, Cyber and IT, 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.
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
2025 to 31 March 2028 (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 73 to 78.
The process and methodology used for the Viability Assessment
is consistent with prior years.
The table on the right outlines the risk areas, their potential impact
and explains the nature of the scenario testing performed.
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.
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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 £196m and a
closing net cash balance of £84.4m. Underlying cash conversion
was 89% and the Group generated £31.8m of free cash flow.
There are covenants associated with the facilities which require
the Group to operate within a ratio of three times EBITDA to
net debt, and EBITDA to interest greater than four times. 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 £217m (13% of the Baseline total) and operating profit
by roughly £146m 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.
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 generate a positive net cashflow in total for 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 £196m, 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 below.
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 9 to 81. The Finance review
on pages 37 to 44 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 Viability Statement
above, has performed an assessment of longer-term viability
up to 31 March 2028. 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.
Approval
The Strategic Report was approved by the Board on 12 June 2025.
RICHARD TYSON
Chief Executive Officer
12 June 2025
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Non-financial information statement
Key policies and procedures Information within this report
Information available
on the company’s website
Environment
Health and Safety Policy
Environmental Policy
Supplier Due Diligence and
Audit Procedures
Sustainability Report:
pages 45 to 68
Sustainability Committee Report:
pages 116 to 118
Task Force on Climate-related
Financial Disclosures (TCFD)
Statement: pages 52 to 60
www.oxinst.com/investors/
sustainability
www.oxinst.com/investors/
compliance/environmental-
policy
www.oxinst.com/CodeofConduct
Employees
Code of Conduct
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 27 to 28
Sustainability Report:
pages 45 to 68
How we engage with our
stakeholders: pages 89 to 93
Board Leadership and Company
Purpose: page 88
Sustainability Committee Report:
pages 116 to 118
www.oxinst.com/CodeofConduct
www.oxinst.com/investors/
sustainability/health-and-safety
www.oxinst.com/investors/
sustainability/gender-pay-report
www.oxinst.com/CodeofConduct
www.oxinst.com/careers
Social matters
Export Control Policy
Privacy Policy
Code of Conduct
Group Sanctions Policy
Group Export Controls
Sustainability Report:
pages 45 to 68
Community engagement:
page 91
Sustainability Committee Report:
pages 116 to 118
www.oxinst.com/corporate-
content/privacy
www.oxinst.com/CodeofConduct
www.oxinst.com/investors/
compliance/group-sanctions-
policy
www.oxinst.com/investors/
compliance/group-export-
controls-policy
Key policies and procedures Information within this report
Information available
on the company’s website
Human rights
Global Human Rights Policy
Modern Slavery Statement
Gender & Ethnicity Pay Gap Report
Privacy Policy
Ethics – human rights: page 68 www.oxinst.com/investors/
compliance/human-rights-policy
www.oxinst.com/investors/
compliance/modern-slavery
www.oxinst.com/investors/
sustainability/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 67
Supplier engagement:
page 91
www.oxinst.com/investors/
compliance/anti-bribery-and-
corruption
www.oxinst.com/CodeofConduct
Additional disclosures:  – Business model – Principal risks – Non-financial KPIs
Group Tax Strategy Investment case:
pages 21 and 22
Business Model:
pages 23 to 26
Strategy: pages 29 to 34
KPIs: pages 35 and 36
Principal Risks: pages 73 to 78
Audit and Risk Committee Report:
pages 109 to 115
www.oxinst.com/investors/
compliance/group-tax-strategy
The Directors’ Report is approved by the Board and signed on its behalf by
LOUISE MEADS
Interim Company Secretary
12 June 2025
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.
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Oxford Instruments plc
Annual Report 2025
Governance
83 Chair’s overview
85 Board of Directors
88 Board leadership and company purpose
88 Corporate Governance statement
89 How we engage with stakeholders
94 Section 172(1) Statement
95 Division of responsibilities
100 Composition, succession and evaluation
105 Nomination Committee Report
109 Audit and Risk Committee Report
116 Sustainability Committee Report
119 Remuneration Committee report
122 Directors’ remuneration report
140 Shareholder information
141 Directors’ report
144 Directors’ responsibilities
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Chair’s overview
Promoting the
sustainable success
of the company
Dear Shareholder,
On behalf of the Board, I am pleased to introduce the
Governance Report for the year ended 31 March 2025. 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.
Strategy and purpose
As noted in the 2024 Annual Report, one of the most important
areas of focus for the Board was the redevelopment of our
strategy and purpose. 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. During the year to 31 March 2025, the Board focused
on monitoring the execution of this strategy and I am pleased to
report that our strategic actions to target enhanced growth and
profitability through customer-first ways of working have gained
real traction and have started to generate many of the outcomes
we set out to achieve. The delivery of our strategic programme
has also enabled us to identify further growth and margin
opportunities, giving scope to build on progress already made.
For more information, see Our purpose-led approach on
pages 7 and 8, Our Strategy on pages 29 to 32, the Chief
ExecutiveOfficer’s review on pages 11 to 20 and the case
studies on pages 33 and 34.
NEIL CARSON
Chair
Governance highlights
• Paul Fry joined the Board as Chief
Financial Officer on 1 April 2025,
following a robust appointment process.
• Rowena Innocent joined the Board
as a Non-Executive Director, effective
17 February 2025, and will serve as a
member of the company’s Audit and
Risk, Nomination, Remuneration and
Sustainability Committees.
• Oversight of significant progress with
the execution of the redeveloped
strategy and purpose.
• Gained meaningful insights through
ourprogramme of employee
engagement activity.
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Chair’s overview continued
Positive progress
It has been a year of positive progress at Oxford Instruments,
culminating in an excellent set of results which underline our
confidence in the mid-term outcomes set out in last year’s
strategic update and in Richard’s review on page 12.
A year on, we have streamlined our divisional structure, begun
our operational transformation and completed our regional pivot,
while continuing to focus on our core strengths. The sale of our
quantum-focused business NanoScience is consistent with our
strategy to focus and invest in the best areas of opportunity to
create value for shareholders. Through these actions, we are
creating a simpler, sharper and more commercially focused
organisation, to put ourselves in the best possible shape to
fulfil our strong potential. The revenue, profit and margin growth
we have achieved demonstrate that we are heading in the
right direction.
Board composition and succession planning
It is essential that our Board’s composition encompasses the
necessary skills, knowledge and experience to provide effective
leadership. Our Nomination Committee actively keeps the
constitution of the Board and its Committees under review and
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 2024, after
having served on the Board for almost nine years, Mary Walden
stepped down as a Non-Executive Director of the company with
effect from 4 February 2025. Ahead of this departure in relation
to her tenure and independence, the Board, supported by the
Nomination Committee, appointed Hannah Nichols as a Non-
Executive Director with effect from 1 January 2024. Hannah took
up the role of Chair of the Audit and Risk Committee with effect
from 25 July 2024 as part of the planned transition from Mary.
Rowena Innocent was appointed as a Non-Executive Director
of the company with effect from 17 February 2025. Rowena
has over 30 years’ experience in high-tech product design
and manufacturing and the Board will benefit from her deep
technical understanding combined with her commercial acumen.
On 31 March 2025, Gavin Hill stepped down as Chief Financial
Officer and was succeeded in this role by Paul Fry. Paul has a
strong track record in senior positions at international healthcare
and technology companies, having held the role of CFO, most
recently at Argenta Group. The Board appreciates the very
significant contribution Gavin has made to the success of
Oxford Instruments over nearly nine years.
Reshma Ramachandran stood down as a Non-Executive Director
with effect from 25 July 2024, due to her appointment in a new
executive role externally, which would have restricted the time
she had available to commit to her role with the company. The
Board thanks Reshma for the valuable contributions she has
made during her time as a Director.
Further information regarding the work of the Nomination
Committee can be found on pages 105 to 108.
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 enables us to more effectively
consider their interests when we are making decisions. 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, full-Board site visits to our Severn Beach
site in Bristol and our Andor Technology site in Belfast, as well as
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 2025/26.
To find out more about our approach to stakeholder
engagement, please see the ‘Engaging with our stakeholders’
section on pages 27 to 28 and the ‘How we engage with our
stakeholders’ section on pages 89 to 93.
Annual General Meeting
The 2025 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 Monday
28July2025.
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
12 June 2025
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Neil Carson
Chair
Appointed to the Board:
1 December 2018
Non-Executive
Independent: No
1
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.
External appointments:
Non-Executive Director, member of the Sustainability Committee
and Chair of the Remuneration Committee of Shell plc.
Committee Membership
N R S
Board of Directors
Strength in
our leadership
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:
• Reshma Ramachandran stepped down as a
Non-Executive Director on 25 July 2024.
• Mary Waldner stepped down from the role of Chair
of the Audit and Risk Committee with effect from
25 July 2024 and stepped down from the Board on
3 February 2025.
• Hannah Nichols took up the role of Chair of the Audit
and Risk Committee with effect from 25 July 2024.
• Rowena Innocent was appointed as a Non-Executive
Director on 17 February 2025.
• Gavin Hill stepped down as CFO and Executive
Director on 31 March 2025.
• Paul Fry was appointed as CFO and Executive
Director on 1 April 2025.
Committee Membership
A Audit and Risk Committee Member
R Remuneration Committee Member
N Nomination Committee Member
S Sustainability Committee Member
C Chair of Committee
1. Neil was independent upon appointment to the Board, in line with provision 10 of the UK Corporate Governance Code 2018.
Richard Tyson
Chief Executive
Appointed to the Board:
1 October 2023
Executive
Independent: No
Skills and experience:
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. He 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.
External appointments:
Senior Independent Director of Videndum plc.
Committee Membership
None
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Board of Directors continued
Paul Fry
Chief Financial Officer
Appointed to the Board:
1 April 2025
Executive
Independent: No
Skills and experience:
Paul has a strong track record in senior positions at international
healthcare and technology companies, having held the roles of
CFO, most recently at Argenta Group and previously at Vectura plc
and Immunocore Limited. With a career spanning more than 35
years, Paul has also held a number of senior roles at Vodafone and
GlaxoSmithKline. He brings a wealth of highly relevant experience
in business transformation, a clear understanding of Oxford
Instruments’ growth drivers, and a shared commitment to our
purpose and values-led approach. Paul holds a BA in Philosophy,
Politics and Economics from the University of Oxford and is an
associate of the Chartered Institute of Management Accountants.
Paul’s previous roles include serving as the Chief Financial Officer at
Argenta Group Limited, as the Chief Financial Officer with a period
as acting Chief Executive Officer at Vectura Group plc and as the
Chief Financial Officer at Immunocore Limited.
External appointments:
Non-Executive Director and Chair of the Audit Committee
of Avacta Group plc.
Committee Membership
None
Rowena Innocent
Non-Executive Director
Appointed to the Board:
17 February 2025
Non-Executive
Independent: Yes
Skills and experience:
Rowena is currently a consultant for AcoustoFab Ltd, which aims
to create precision-driven, sustainable solutions that address
real-world challenges across sectors such as lab automation, 3D
printing and agritech. She also serves as a member of the Advisory
Council at the National Composite Centre, and the Digital Program
Expert Group for the DSIT National Measurement System, and is an
Aegis Professor for Technology, Innovation and Equality and Chair
of the IAB School of Physics at the University of Bristol. Rowena
has over 30 years’ experience in high-tech product design and
manufacturing. She is a Chartered Engineer and holds a degree in
Physics with Astrophysics from the University of Leicester. Prior to
her current role, Rowena served as the Chief Operating Officer of
Ultraleap Limited. She has also held the position of Group Head
of STEM strategy at Spectris as well as a range of engineering
leadership roles with Malvern Panalytical (a Spectris company),
General Electric and Druck.
External appointments:
Consultant at AcoustoFab Ltd.
Committee Membership
A N R S
Alison Wood
Senior Independent Director
Appointed to the Board:
8 September 2020
Non-Executive
Independent: Yes
Skills and experience:
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 TT Electronics plc, 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.
External appointments:
Non-Executive Director and Chair of Galliford Try Holdings plc.
Senior Independent Director of Morgan Advanced Materials plc.
Committee Membership
A N R S
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Sir Nigel Sheinwald
Non-Executive Director
Appointed to the Board:
22 September 2021
Non-Executive
Independent: Yes
Skills and experience:
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 of Invesco Ltd.
Visiting Professor at King’s College, London.
International Advisory Board member of BritishAmerican Business.
Advisory Board member of Centre for European Reform, London.
Committee Membership
A N R S
Hannah Nichols
Non-Executive Director
Appointed to the Board:
1 January 2024
Non-Executive
Independent: Yes
Skills and experience:
Hannah is currently Chief Financial Officer of Coats Group plc, a
world leader in thread manufacturing and structural components
for apparel and footwear, as well as an innovative pioneer in
performance materials and a constituent of the FTSE 250 index on
the London Stock Exchange, a role she has held since May 2025.
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 held
the role of Chief Financial Officer of Hill & Smith PLC, and prior
to this, had a successful 15-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 also held a number
of commercial roles at Cable & Wireless plc and qualified as a
chartered accountant at Arthur Andersen. Hannah’s expertise
demonstrates how she is well suited to the role of Chair of the Audit
and Risk Committee, a role which she has held since July 2024.
External appointments:
Chief Financial Officer of Coats Group plc.
Committee Membership
A N R S
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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 88 to 104, and each Director’s biographical information is set out in the
Board biographies on pages 85 to 87.
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 pages 11 to 14.
For more information on our purpose, see pages 7 and 8 and for more information on
our strategy, see pages 29 to 34.
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 27 to 28 and 89 to 94.
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 2025.
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 2025, 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 page 114.
• Share capital information can be found in the Directors’ Report on page 142.
• Details of the composition of the Board and its Committees can be found on page 96.
• Our Board diversity policy is described on page 107.
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 Interim Company Secretary.
NEIL CARSON
Chair
LOUISE MEADS
Interim Company Secretary
12 June 2025
Board leadership and company purpose Corporate Governance statement
for the year ended 31 March 2025
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How we engage with stakeholders
Our approach to engagement
On pages 27 and 28 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 / Page 28
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 29 to 34
The Board remains committed to developing
its understanding of the views of its key stakeholders
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How we engage with 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
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.
• Fostering an inclusive
workplace.
• Understanding how
they contribute to our
strategy and success.
• Fair and consistent
remuneration.
• 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 camera
and microscopy facility in Belfast.
• 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
2025/26.
• 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 45 to 68 and
Sustainability Committee Report /
Pages 116 to 118
Setting Executive Director and Senior
Leadership Team remuneration.
See the Directors’ Remuneration
Report / Pages 119 to 139
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.
• Following the launch of our strategy in June 2024,
we held a well-attended capital markets day for
analysts and shareholders at our new compound
semiconductor facility.
• 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 and strategy.
• 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.
Developing and delivering against our
strategy.
See our strategy / Pages 29 to 32
Implementation of the Directors’
Remuneration Policy.
See the Directors’ Remuneration Report /
Pages 119 to 139
Consideration and decisions relating to our
wider sustainability agenda, from inclusion to
setting net zero targets.
See the Sustainability Report /
Pages 45 to 68 and
Sustainability Committee Report /
Pages 116 to 118
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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
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 meets our strict environmental compliance
requirements, 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 remains 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 continue to work to strengthen our supply chain
by executing a procurement strategy focused on
leveraging our scale and building long-term strategic
relationships with fewer suppliers. During the year, our
Chief Transformation Officer took on the permanent
role of Chief Operating Officer with a remit which
includes supply chain best practice.
• We have continued to develop our supplier due
diligence and audit procedures, including engaging a
leading compliance partner to support our collection
and assessment of data. 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 45 to 68 and
Sustainability Committee Report /
Pages 116 to 118
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 post-doctoral
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 45 to 68 and
Sustainability Committee Report /
Pages 116 to 118
How we engage with stakeholders continued
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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 CEO review on page 19.
• 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 45 to 68
Information on the work of the
Sustainability Committee /
Pages 116 to 118
How we engage with stakeholders continued
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How we engage with stakeholders continued
Principal decision case study
Augmenting our materials analysis capabilities
A key development during the year was the acquisition of FemtoTools AG, agreed on 7 June 2024,
and completed on 28 June 2024.
Based in Zurich, Switzerland, FemtoTools
specialises in nanoindentation, a technique used
to image the mechanical properties of intricate
microstructures for materials research and
semiconductor applications. The company joined
Oxford Instruments’ Imaging & Analysis division,
where its products are now sold in conjunction with
the Group’s existing range of materials analysis
tools, including electron microscope micro-
analysers and Raman microscopes.
The Board was pleased to approve the addition
of FemtoTools to the Group, in particular since the
acquisition has brought capabilities not previously
held by Oxford Instruments. In making their decision,
Board members considered the opportunities
and risks to key stakeholder groups of proceeding
with the transaction. Detailed financial projections
were secured, and growth plans set out, in order
to identify the likely impact on the Group’s revenue
and, by extension, the interests of shareholders.
Given the complementary nature of FemtoTools’
offering to the existing suite of techniques offered
by the Imaging & Analysis division, the Board was
satisfied that management had developed a strong
business case focused on the companies’ shared
end markets and customer bases.
Both the Board and management were mindful of
the impact on FemtoTools’ employees of becoming
part of Oxford Instruments and, in parallel, the
impact that assimilating new colleagues and new
technology into the Group would have on the
Imaging & Analysis and sales and service teams
around the world. Care was taken with in-person
briefings and ongoing engagement to ensure the
benefits for both were clear. Several key members
of the Imaging & Analysis leadership team, together
with additional colleagues with relevant expertise,
travelled to Zurich to support the announcement of
the acquisition, and an extensive integration plan
has been implemented since completion.
News of the acquisition, announced as part of
the Group’s annual results presentation, was well
received by analysts and shareholders. Customers
and prospective customers have also welcomed
FemtoTools’ decision to become part of Oxford
Instruments, and the expansion of our materials
analysis capabilities. The business has performed
well during the reporting year, with further
ambitious growth plans set out for 2025/26.
Read more about our nanoindentation
capabilities at www.femtotools.com
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Section 172(1) Statement
During the year to 31 March 2025, 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 89 to 93.
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 7 and 8
Our strategy 29 to 32
Risk management 69 to 78
Interests of employees Employee engagement 61 and 90
Our purpose-led approach 7 and 8
Sustainability 45 to 68
Fostering business relationships with suppliers, customers and others Engagement with suppliers 91
Engagement with customers 89
Supply chain practices 67
Impact of operations on the community and the environment Sustainability 45 to 68
Our purpose-led approach 7 and 8
Maintaining a reputation for high standards of business conduct Our purpose-led approach 7 and 8
Compliance 67 and 68
Anti-bribery and anti-corruption 67
Human rights and modern slavery 68
Privacy and data protection 68
Data security 68
Whistleblowing 114
Export Control Policy 67
Acting fairly between members Shareholder engagement 89 to 93
Shareholder information 140
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Division of responsibilities
The structure shown on the right 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 Executive Leadership Team
and the work of various internal forums led by senior management.
Our governance
structure
Audit and Risk
Committee
Remuneration
Committee
Nomination
Committee
Sustainability
Committee
Board of Directors
Senior management: Internal forums
Executive Leadership Team
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 forms part of its governance
reference materials; these are reviewed and
amended by the Board periodically.
• Certain matters are delegated to its
Committees and the day-to-day running of
the business to the Executive Directors and
the Executive Leadership Team.
• Collectively responsible for engagement
with the workforce.
Board Committees
• There are four dedicated Committees:
Audit and Risk, Nomination, Remuneration,
and Sustainability.
• In June 2025, the Board appointed a
Disclosure Committee to deal with the
management of inside information in
accordance with the UK Market Abuse
Regulation.
• With the exception of the Disclosure
Committee, all Committees comprise
Non-Executive Directors and meet the
independence requirements set out in the
UK Corporate Governance Code 2018.
• The Committees are 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/
corporate-governance. A summary of the
key responsibilities of each Committee is set
out in their respective reports included within
this Annual Report.
Executive Leadership Team
• The Executive Leadership Team is
responsible for the day-to-day running of the
business of the Group, where delegated by
the Chief Executive Officer.
• The team meets at least monthly and
focuses on Group-wide performance,
strategy and risk management.
Senior management: Internal forums
• Senior management and internal forums
report to the Executive Leadership Team
either directly or indirectly.
• They lead internally on delivering the
objectives delegated by management as
well as workstreams which encompass our
sustainability strategy via the Sustainability
Leadership Forum.
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Division of responsibilities continued
Responsibilities of the Chair, Chief Executive Officer
and Senior Independent Director
The responsibilities of the Chair, Chief Executive Officer and Senior Independent Director
areformally documented and are reviewed and amended by the Board on a periodic basis.
A high-level summary of these responsibilities is set out below.
Chair
• The Chair leads the Board, promotes high standards of governance and ensures the Board is
effective in directing the company.
• He ensures that the Board has effective decision-making processes and applies appropriate
challenge to the Executive Directors.
• He sets the agenda of the Board and facilitates participation and engagement by all Directors
in Board meetings.
• He ensures that there are good information flows from the Executive to the Board, and from
the Board to the company’s key stakeholders.
• He leads an annual Board effectiveness review and is responsible for ensuring all new Directors
have an appropriate tailored induction programme.
Chief Executive Officer
• The Chief Executive Officer is responsible for the day-to-day running of the Group and ensuring
the Board’s decisions are implemented.
• He leads the development of strategy for approval by the Board as well as working with
the Chief Financial Officer to develop budgets and medium-term plans to deliver the
agreedstrategy.
• He is responsible for providing regular reports to the Board on all matters of significance to
ensure that the Board has accurate, clear and timely information on all key matters.
Senior Independent Director
• The Senior Independent Director acts as a sounding board to the Chair and supports delivery
of their objectives.
• She is available to the other Non-Executive Directors, including acting as an intermediary
ifnecessary.
• She is also available to the company’s shareholders.
• She leads the evaluation of the Chair on behalf of the other Directors.
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 2025, 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
Non-Executive 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,
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 4/4 5/5 4/4
Richard Tyson 9/9 N/A N/A N/A N/A
Gavin Hill
1
8/9 N/A N/A N/A N/A
Alison Wood 9/9 5/5 4/4 5/5 4/4
Mary Waldner
2
6/6 5/5 4/4 5/5 4/4
Sir Nigel Sheinwald 9/9 5/5 4/4 5/5 4/4
Reshma Ramachandran
3
2/2 1/1 1/1 1/1 1/1
Hannah Nichols 9/9 5/5 4/4 5/5 4/4
Rowena Innocent
4
2/2 1/1 N/A 1/1 1/1
1. Gavin Hill did not attend the meeting held to discuss arrangements and approvals relating to his stepping down from the
Board and the appointment of Paul Fry.
2. Stepped down from the Board on 4 February 2025.
3. Stepped down from the Board on 25 July 2024.
4. Appointed to the Board on 17 February 2025.
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Division of responsibilities continued
Directors’ continuous development and access to advice
The Chair is responsible for ensuring that all 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 101.
1
Customer
2
Employees
3
Shareholders
4
Local communities
5
Suppliers
6
Society
Stakeholders considered key:
THEME
Strategy, performance and operations
Key areas of focus and discussion Stakeholders considered
Annual dedicated strategy review session and across a range of meetings, with a focus on progress with implementation of agreed strategy
1
2
3
4
5
6
Regularly reviewed business development activities and the acquisition proposal pipeline, including approval of the acquisition of FemtoTools AG
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
THEME
Finance, reporting, risk management and controls
Key areas of focus and discussion Stakeholders considered
Monitored progress against the 2024/25 financial plan and reviewed and approved the 2025/26 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
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
Stakeholder engagement
The Board is committed to developing its understanding of the views of its key stakeholders. In
addition to the direct engagement described on page 90, there is also significant engagement by
senior management and throughout the company.
During the year, the Board has been collectively responsible for workforce engagement and has
not designated a specific Non-Executive Director. 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 27 and 28 regarding ‘Engaging with our stakeholders’ and
pages 89 to 94 regarding ‘How we engage with our stakeholders’ for more information, including
the Board’s Section 172(1) statement. The Board considers that these mechanisms for workforce
engagement have been effective, however this will be kept under review in the coming year.
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.
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Division of responsibilities continued
THEME
Leadership and people
Key areas of focus and discussion Stakeholders considered
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
3
Completed the recruitment process for a new Non-Executive Director resulting in the appointment of Rowena Innocent, effective 17 February 2025
2
3
Concluded the succession process regarding our change of Chief Financial Officer, with Paul Fry succeeding Gavin Hill as Chief Financial Officer with effect from 1 April 2025
2
3
Reviewed the outputs and actions resulting from the 2024 employee survey
2
THEME
Governance and responsible business
Key areas of focus and discussion Stakeholders considered
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 Andor facility, 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 external Board performance review and agreed an action plan for 2025/26. Reviewed progress against the 2024/25 internal Board
evaluation action plan
3
Regular meetings without the Executive Directors present
3
Regular meetings with our external auditors, 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
1
2
3
5
6
1
Customer
2
Employees
3
Shareholders
4
Local communities
5
Suppliers
6
Society
Stakeholders considered key:
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Division of responsibilities continued
Board independence
At the conclusion of the financial year, the Board comprised seven Directors, including the Chair
(who was considered independent upon appointment to the Board), four 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 85 to 87. Changes to Directors’ commitments during the year
are noted in the table to the right.
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. 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
Neil Carson Resigned as a Director of The Goldsmiths
Company Charity
May 2024
Alison Wood Appointed as Senior Independent Director of
Morgan Advanced Materials plc
November 2024
Resigned as Non-Executive Director and Chair of the
Remuneration Committee of TT Electronics plc
May 2025
Nigel Sheinwald Stepped down as a Senior Adviser to the Universal
Music Group
August 2024
Stepped down as Chair of the Royal Institute of
International Affairs (Chatham House)
September 2024
Hannah Nichols Stepped down as Chief Financial Officer of Hill & Smith plc January 2025
Appointed as Chief Financial Officer of Coats Group plc April 2025
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Composition, succession and evaluation
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 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.
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 2024 AGM, all Directors on the Board at that time
were reappointed by shareholders with majority votes ranging
from 96% to 100%.
On 17 February 2025, Rowena Innocent was appointed to the
Board as a Non-Executive Director and on 1 April 2025, Paul
Fry was appointed to the Board as an Executive Director in his
capacity as Chief Financial Officer. Both Paul and Rowena will
stand for election for the first time at the company’s 2025 AGM.
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 85
to 87. More information regarding the Board and the Director
performance review process is set out on pages 101 and 102.
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
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 97.
Board composition
The Board, via the Nomination Committee, keeps under 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 105 to 108.
Annual Board Performance Review
The Board recognises the need to 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 2023/24: 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:
• enhanced its approach to risk management;
• 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 visits to
our new compound semiconductor site at Severn Beach and our Andor Technology site, as well as
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.
Paul Fry joined the company in January 2025 as Chief Financial Officer Designate and
was appointed to the Board with effect from 1 April 2025. During the three months whilst
he was the CFO Designate, he immersed himself in getting to know the business first
hand, meeting key stakeholders including customers, shareholders and colleagues
around the world.
“I am delighted to have joined Oxford Instruments. The opportunity since January to spend
time in the business before taking on full CFO responsibilities at the beginning of April has
been really valuable. I’m really grateful for the warm welcome from our teams across all
the sites I’ve visited. I’ve been impressed by the incredible products in our portfolio, and the
opportunities for us to continue to grow both revenues and margin in the years to come.”
Highlights from Paul’s first three 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, Europe,
Japan and the US, which provided
opportunities to hear from a wide range
of colleagues across our organisation
and gain a first-hand insight into the
working practices at our sites;
• visits to labs at four key US academic
customer sites, seeing our products
in action and listening to customer
feedback;
• deep dive reviews including the business
divisions, transformation programme,
medium-term financial plans, investor
relations, finance organisation, M&A
pipeline, risk management and
internalcontrol;
• meetings with external advisers including
corporate brokers, external counsel and
the auditor; and
• 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.
Induction of Paul Fry as Chief Financial Officer
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Composition, succession and evaluation continued
External Board Performance Review 2024/25: Process
This year, the Board completed an externally facilitated performance review. The review was
facilitated by Round Governance Services, who are independent of the company and are a
signatory to the Chartered Governance Institute Code of Practice for Board Reviewers. Round
Governance Services are experienced in performing board performance reviews for listed
companies and also conducted the review for FY2021/22 against which the 2024/25 review
could be benchmarked. The review covered the overall performance of the Board and in doing so
considered if the Board as a whole, is fulfilling its purpose and objective. The review sought the
views of the Directors and the Company Secretary. The process included:
• discussions between Round Governance, the Chair and the Company Secretary to agree the
scope of the review and focus areas. The Company Secretary was responsible for providing all
requested reports to Round Governance Services;
• a review of relevant documents;
• online targeted board performance review questionnaire;
• Board meeting observation;
• one-to-one meetings with all Directors;
• observations and recommendations report prepared;
• findings and recommended actions presented to the Board by Round Governance; and
• Board discussed the report and agreed actions to be implemented.
External Board Performance Review 2024/25: Outcomes and actions
The review identified that there is a clear strategic vision for the company and the Non-Executive
Directors are engaged and motivated to add value. The Chief Executive Officer is well respected
by the Board who recognise the experience and value he brings. There is a strong understanding
of the company’s stakeholders and stakeholder interests are habitually considered in the Board’s
decisionmaking. At the time of the review, it was recognised that technical expertise had been lost
when Richard Friend stepped down at the end of his nine-year tenure. This has been addressed
through the appointment of Rowena Innocent on 17 February 2025. There are no plans to refresh
Board composition as a result of the review.
The Board developed and agreed an action plan for the year ahead, highlights from which include:
• additional Board time dedicated to deep dives of key elements of the strategy at each
Board meeting;
• more visibility of and engagement with the Senior Leadership Team who will present to the
Board on their areas of responsibility, along with more informal engagement with Directors
outside of Board meetings; and
• development of the Board’s knowledge and understanding of technology and the
investmentpipeline through sessions at Board meetings delivered by subject matter experts.
Rowena Innocent was appointed to the Board with effect from 17 February 2025 and has
undertaken a full and formal induction, tailored to her needs.
“I am delighted to have joined Oxford Instruments as Non-Executive Director and have
thoroughly enjoyed learning about the technology and meeting the teams during my visits to
Tubney, High Wycombe and Severn Beach. I have been most impressed by the energy and
enthusiasm for progressing both technical and operational excellence across thebusiness.”
Key features of Rowena’s tailored induction programme included:
• one-to-one sessions with the
Executive Directors to gain an in-depth
understanding of the business;
• sessions with members of the
Executive Leadership Team to
develop an understanding of their
roles and responsibilities;
• visits to our sites at Tubney Woods, High
Wycombe and Severn Beach;
• legal briefing session with external
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, Chief HR Officer, Group Head
of Tax, Chief Information Officer and the
Head of Internal Audit; and
• introductions to the company’s
key advisers including its auditor,
UK corporate counsel and
remunerationconsultant.
Induction of Rowena Innocent as Non-Executive Director
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Board skills, experience and diversity
characteristics
The Board is committed to promoting diversity and inclusion
on the Board. 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 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 in the table on the right and the
charts on the following page 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 107 to 108.
Board skills and experience
Specific skill, experience or expertise
Number of Directors identifying as having
specific skill, experience or expertise
Chairmanship
2
Listed Company Executive directorship(s)
4
Listed Company Non-Executive directorship(s)
5
Financial expertise
3
Financial reporting experience
3
Risk management
6
Investor relations
5
Corporate governance
5
Executive remuneration
4
Workforce engagement
3
Strategy development
7
International business experience
6
Commercial and business development
5
Business management
5
Operations and manufacturing
4
Services and life cycle revenue
2
Technology, Science or Engineering
3
Sustainability
5
Climate change
2
Energy transition
2
Customer focus
2
People leadership
6
Digital experience
2
Composition, succession and evaluation continued
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Age
Were you educated outside the UK?
Board gender diversity
What is your highest level of educational
attainment?
40–49 1
Yes 0
Male 4
Level 6 – 4
Bachelor’s degree
Level 8 – 0
Doctorate or PhD
50–59 3
No 6
Female 3
Level 7 – 3
Master’s degree
60–69 2
Educated both 1
inside and
outside UK
70+ 1
Do you consider yourself to have a disability
defined by the Equality Act 2010?
No 7
What is your ethnic group?
White British 7
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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 2025.
The Committee has again focused on succession planning
and executing those plans during the year with a number of
changes to the composition of our Board.
We were pleased to have concluded the succession process
regarding our change of Chief Financial Officer, with Paul Fry
succeeding Gavin Hill as Chief Financial Officer with effect
from 1 April 2025. The Board is thankful for the very significant
contribution Gavin has made to the success of the company
over nearly nine years and for his strong stewardship of the
Company’s finances, shaping our growth and building the
foundations for ongoing success. Paul has a strong track record
in senior positions at international healthcare and technology
companies, having held the role of CFO, most recently at Argenta
Group. To support a smooth transition, Paul joined the company
on 9 January 2025, initially in a non-Board role, and Gavin will
remain actively involved with the company until June2025.
For more detail regarding remuneration arrangements applicable
to Gavin’s retirement and Paul’s appointment to the Board, see the
Directors’ Remuneration Report on pages 120 and 135.
After completing a rigorous search process, we were pleased to
recommend that the Board appoint Rowena Innocent as a Non-
Executive Director with effect from 17 February 2025. Rowena
has over 30 years’ experience in high-tech product design and
manufacturing. Her deep technical understanding combined with
commercial acumen will be an asset to the Board. Rowena has
also been appointed as a member of the Company’s Audit and
Risk, Nomination, Remuneration and Sustainability Committees.
As explained in the Report and Financial Statements 2024,
Reshma Ramachandran stood down as a Non-Executive Director
with effect from the conclusion of the 2024 AGM, due to her
appointment in a new executive role externally, which would
restrict the available time which she can commit to her role with
the company.
Mary Waldner stood down as a Non-Executive Director on
3February 2025 following nine years on the Board. The Board
thanks Reshma and Mary for the valuable contribution they
havemade during their time as a Director.
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 107 and 108.
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
12 June 2025
Committee membership
The current members of the Committee are:
Neil Carson (Chair), Alison Wood, Sir Nigel Sheinwald,
Hannah Nichols and Rowena Innocent.
Changes to Committee membership:
Reshma Ramachandran and Mary Waldner stepped down
as members of the Committee upon their resignations
from the Board on 25 July 2024 and 3 February 2025,
respectively. Rowena Innocent joined as member of
the Committee upon her appointment to the Board on
17February 2025.
For details of attendance at Committee meetings during
the financial year, see page 96. For the biographies of all
Committee members, see pages 85 to 87.
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Nomination Committee Report continued
Committee composition
In line with the Committee’s terms of reference, which are
available on our website at: www.oxinst.com/investors/
corporate-governance, 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 four 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.
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.
Committee performance review
During the year, an external performance review of the
effectiveness of the Board and its Committees was conducted.
More information can be found on pages 101 to 102. The review
found that the Committee functions effectively.
How the Committee spent its time during the year
ended 31 March 2025
The responsibilities of the Committee are set out in its terms of
reference, which were last reviewed in January 2025 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 Executive
Leadership Team 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 Rowena Innocent,
effective 17 February 2025.
• Concluded the succession process regarding our change of
Chief Financial Officer, with Paul Fry succeeding Gavin Hill in
this role with effect from 1 April 2025.
Board composition and succession planning
The Nomination Committee keeps under 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.
Recognising the value of adding technical understanding
to the Board, particularly following the departure of Richard
Friend in July 2023, the Committee acted to identify a suitable
candidate to appoint as an additional Non-Executive Director. As
a result, we were pleased to recommend that the Board appoint
Rowena Innocent as a Non-Executive Director with effect from
17 February 2025. Rowena’s experience in high-tech product
design and manufacturing will complement the current range of
expertise and experience on our Board. See page 100 for further
information regarding the Committee’s appointment process
and page 102 for details regarding Rowena’s appointment and
induction experience. The Nomination Committee engaged
EgonZhender, an executive search agency, to assist with
thisappointment.
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The company and the Directors have no other connection
with EgonZhender. In order to retain access to Richard Friend’s
technical expertise and experience whilst the search process
was ongoing, the Board engaged Richard in an advisory capacity
to ensure that the Board retained the skills, knowledge and
experience it needs to operate optimally.
As announced in January 2025, after nearly nine years with the
company, Gavin Hill agreed with the Board that he would step
down from his role of Chief Financial Officer on 31 March 2025,
the end of the financial year. After a rigorous search process,
Paul Fry was appointed as Chief Financial Officer with effect
from 1 April 2025. The Director appointment process detailed
on page 100 was followed, except that open advertising was
not utilised as it was not appropriate in these circumstances.
The interview process gave each of the Committee members
a meaningful opportunity to carefully assess the experience
and capabilities of the potential 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.
The Nomination Committee engaged Russell Reynolds, an
executive search agency, to assist with this appointment. The
company and the Directors have no other connection with Russell
Reynolds.
In addition to reviewing Board composition, the Nomination
Committee oversees the succession plans for the Executive
Leadership Team. 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.
Nomination Committee Report continued
Board diversity
The Board is committed to promoting diversity and inclusion
on the Board. The Board recognises that diversity, construed
in its broadest sense, is an important factor in Board
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 43% female
representation but did not include ethnically diverse
representation. The composition of our Board therefore met the
recommendation of the FTSE Women Leaders Review (40%
female representation by the end of 2025) but did not meet the
recommendation of the Parker Review (at least one Director of
colour by the end of 2024).
We are pleased to have surpassed the target for at least 40% of
the Board to comprise women, with 43% female representation
at present, as three of the Board’s seven Directors are women.
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.
Following Reshma Ramachandran stepping down as a Non-
Executive Director in July 2024 due to a change in her external
appointments and capacity to commit sufficient time to the
company, we no longer meet the target of the Parker Review for
the Board to include at least one Director of colour by the end of
2024. We remain committed to meeting the Parker Review target
of one Director of Colour and the Board will seek to address this
through its ongoing succession planning.
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.
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.
As of the date of the Annual Report, the Senior Leadership Team
comprises 16 persons, of whom 19% are Asian or mixed ethnicity.
We will be seeking to maintain and improve the ethnic diversity
of this cohort on a year-on-year basis, within a target range of
20% to 25%.
In March 2025, we published our second year of ethnicity pay
gap data which showed that there was an ethnicity pay gap in
mean (15.2%) and median (2.4%) pay across our UK workforce.
This contrasts to 2022/23 where pay was slightly higher against
both measures for those in ethnic minorities (1.4% and 1.7%
respectively). We continue to focus on achieving a fully inclusive
and representative workforce where all employees have the
opportunity to develop their career to reach their full potential.
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Nomination Committee Report continued
Diversity of individuals on the Oxford Instruments plc Board and executive
management
In accordance with the UK Financial Conduct Authority’s Listing Rule 6.6.6 (9), the Board confirms
that as of 31 March 2025, Oxford Instruments plc:
• had surpassed the target for at least 40% of the Board to comprise women, with 43% female
representation given that three of the Board’s seven Directors are women; and
• had (i) met one of the remaining targets set out in that rule with 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) had not met the other remaining target set out in that rule, with the Board
including no Directors from a minority ethnic background.
In accordance with UK Financial Conduct Authority’s Listing Rule 6.6.6 R (10) the below tables
provide data as of 31 March 2025 regarding the gender identity or sex and the ethnic background
of both the Oxford Instruments plc Board and the Senior Leadership Team.
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 Senior Leadership Team, 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.
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 Senior
Leadership
Team
Percentage
of Senior
Leadership
Team
Men 4 57% 3 12 75%
Women 3 43% 1 4 25%
Not specified/prefer not to say – – – – 0%
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) 7 100% 4 13 81%
Mixed/Multiple ethnic groups – – – 1 6%
Asian/Asian British – – – 2 13%
Black/African/Caribbean/
Black British – – – – 0%
Other ethnic group, including Arab – – – – 0%
Not specified/prefer not to say – – – – 0%
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Audit and Risk Committee Report
Dear Shareholder,
I am delighted to present the Report of the Audit and Risk
Committee for the year ended 31 March 2025, my first as
Chair of the Committee, having taken up this role with effect
from the conclusion of the AGM on 25 July 2024. I would
like to extend my thanks to Mary Waldner as the preceding
Committee Chair, for her valuable leadership of and
contributions to the Committee during her tenure.
The Committee has 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. 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. This is explained in more detail on page 111.
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.
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 annual audit for the
year ended 31 March 2024 to ensure a smooth conclusion to
this process;
• the review of papers and supporting calculations and data
relating to the significant judgements and estimates used in
the preparation of the financial statements for the financial
year ended 31 March 2025; and
• initial consideration of the approach to be taken to address
the changes the Committee believes necessary to comply
with the revised UK Corporate Governance Code published in
January 2024.
During the year, an external performance review of the
effectiveness of the Board and its Committees was conducted.
More information can be found on pages 101 to 102. The review
found that the Committee functions effectively.
Should you have any questions or comments regarding the work
of the Committee during the year, I would be pleased to hear
from you.
HANNAH NICHOLS
Chair of the Audit and Risk Committee
12 June 2025
Committee membership
The current members of the Committee are:
Hannah Nichols (Chair), Alison Wood, Nigel Sheinwald
and Rowena Innocent.
Changes to Committee membership:
Reshma Ramachandran and Mary Waldner stepped down
as a members of the Committee upon their resignations
from the Board on 25 July 2024 and 3 February 2025,
respectively. Rowena Innocent joined as member of
the Committee upon her appointment to the Board on
17February 2025.
• For details of attendance at Committee meetings during
the financial year, see page 96.
• For the biographies of all Committee members, see
pages 85 to 87.



Committee membership
The current members of the Committee are:
Hannah Nichols (Chair), Alison Wood, Nigel Sheinwald
and Rowena Innocent.
Changes to Committee membership:
Reshma Ramachandran and Mary Waldner stepped down
as a members of the Committee upon their resignations
from the Board on 25 July 2024 and 3 February 2025,
respectively. Rowena Innocent joined as member of
the Committee upon her appointment to the Board on
17February 2025.
• For details of attendance at Committee meetings during
the financial year, see page 96.
• For the biographies of all Committee members, see
pages 85 to 87.
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Audit and Risk Committee Report continued
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/
corporate-governance, 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.
Hannah Nichols, the Committee Chair, has specific, recent and
relevant financial experience as the Chief Financial Officer of Hill
and Smith plc and currently of Coats Group plc, is a qualified
chartered accountant and has also held a number of senior
executive financial roles with major public companies.
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.
Meetings
The Audit and Risk Committee holds a minimum of three
meetings annually, as required under its terms of reference,
and this year held five scheduled meetings. See page 111 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 join
meetings as required include the Chair and members of senior
management. The Company Secretary is the secretary to
theCommittee.
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Matters considered
June
2024
Sept
2024
Nov
2024
Jan
2025
Mar
2025
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
Matters considered
June
2024
Sept
2024
Nov
2024
Jan
2025
Mar
2025
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
Annual tax review
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
How the Committee spent its time during the year
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Significant Audit and Risk Committee judgements
and estimates during the financial year ended
31 March 2025
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 2025 and how they were addressed.
Revenue recognition
Significant matter: Revenue recognition
Sales of some of our systems within NanoScience are
recognised by reference to the progress towards completion of
the performance obligation, using the cost input method. This
requires management to estimate profit margin with reference to
prior systems sold. Additionally, the Group generates a significant
portion of revenue and profit in period 12 and any errors in
revenue cut-off could potentially have a significant impact.
Our action: We reviewed management’s reports on the approach
to revenue recognition and assumptions used, including in
relation to revenue cut-off testing.
Our conclusion: We concluded that management’s approach
to revenue recognition was reasonable and controls around
revenue cut-off were adequate.
UK defined benefit pension scheme
Significant matter: Valuation of UK defined benefit pension
scheme liabilities and assets
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 2025 in
the balance sheet as either a pension scheme asset or deficit.
The valuation of the Group’s obligations to members of the
defined benefit pension schemes is based on a number of
assumptions including discount rate, inflation and actual
membership experience.
Our action: We reviewed management’s reports on key
assumptions with respect to the valuation of the defined benefit
scheme’s liabilities and assets. We challenged the basis of the
assumptions underlying the valuation.
Our conclusion: We concluded that the valuation is reasonable
and appropriately supported by the valuation conducted by an
external actuary, Aon Hewitt.
First Light Imaging acquisition
Significant matter: Recognition and valuation of contingent
consideration
The Group completed the acquisition of First Light Imaging SAS
(‘First Light’) on 9 January 2024 for cash consideration of €14.6m
with an additional €3.0m contingent on the business meeting
certain performance targets during the first 12 months of Group
ownership. The thresholds to pay the contingent consideration
were not met and as a result the contingent consideration has
been released into the Consolidated Statement of Income with
adjusting items.
Our action: We reviewed management’s assessment of
performance against targets for reasonableness.
Our conclusion: We concluded that the release of the contingent
consideration was appropriate.
Significant matter: Finalisation of purchase price allocation
KPMG LLP was appointed to value First Light to help determine
the allocation of the purchase price to First Light’s assets. This
allocation relies on a number of inputs and judgements including
forecasts of future financial performance. Where information is not
available due to the proximity of the acquisition date to the balance
sheet date, management applies judgement in estimating the
provision value of acquired intangibles. This provisional allocation
was finalised during the current reporting period and resulted in a
£0.3m adjustment to inventory related to FY24.
Our action: We reviewed the updates made to provisional fair
valuation of intangible assets acquired in the preceding reporting
period for reasonableness.
Our conclusion: We concluded that the updates made to
provisional fair valuation of intangible assets were reasonable.
FemtoTools acquisition
Significant matter: Recognition and valuation of
contingentconsideration
The Group completed the acquisition of FemtoTools AG on
28 June 2024 for a cash consideration of CHF 17.9m with an
additional CHF 5.5m contingent on the business meeting
certain performance targets over a period of 33 months. The
Group accrues the fair value based on the estimated additional
consideration payable as a liability at the acquisition date. To
the extent that contingent consideration is payable after one
year from the acquisition date, the contingent consideration is
discounted at an appropriate discount rate and carried at fair
value in the consolidated balance sheet.
Our action: We reviewed and challenged the calculations
in respect of contingent consideration in light of
forecastperformance.
Our conclusion: We concluded that the valuation of contingent
consideration was reasonable.
Significant matter: Purchase price allocation
KPMG LLP was appointed to value FemtoTools to help determine
the allocation of the purchase price to FemtoTool’s assets. This
allocation relies on a number of inputs and judgements including
forecasts of future financial performance.
Our action: We reviewed the provisional fair valuation of
intangible assets acquired and the subsequent finalisation of
thisvaluation for reasonableness.
Our conclusion: We concluded that the purchase price allocation
and valuation of FemtoTools was reasonable.
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Impairment
Significant matter: Valuation of goodwill
In carrying out impairment reviews of goodwill, a number of
significant assumptions have to be made when preparing cash
flow projections. These include the future rate of market growth,
discount rates, the market demand for products acquired and
the future profitability of products.
Our action: We reviewed management’s reports on the key
assumptions with respect to goodwill. We also challenged the
downside sensitivity analysis undertaken. Particular focus was
given to ensuring that the carrying value of Andor Technology,
the Group’s Belfast microscopy and scientific cameras business
assets, was properly supported given the recent challenging
trading period for this business. The Committee reviewed
management’s forecasts for future performance and challenged
the assumptions adopted.
Our conclusion: The Committee agreed with management’s
conclusions that there should be an impairment charge of £26.0m
in FY25 accounts in respect of Andor Technology. We concluded
that the carrying values of other acquired assets are reasonably
and appropriately supported by the cash flow projections.
Provision for inventory
Significant matter: net realisable value of 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 Group policy was revised during the year
and presented to the Board in November 2024. This provided a
consistent approach to inventory provisioning across the Group
for all inventory, including demonstration stock.
Our action: We reviewed the revised policy and how it would
beapplied.
Our conclusion: We approved the implementation of the new
policy for FY25.
Subsequent events
Significant matter: Disposal of NanoScience business
On 10 June 2025, the Group entered into a binding agreement
to sell its NanoScience business. IFRS 5 sets out the conditions
requiring assets to be classified as ‘held for sale’ at the balance
sheet date.
Our action: The Committee reviewed whether the IFRS 5
conditions requiring the classification of the NanoScience as
‘Assets Held For Sale’ at the balance sheet date had been met.
Our conclusion: Whilst a sale process was ongoing prior to
31March 2025, the Committee was satisfied that at that point
no binding offer or terms from prospective buyers had been
received and therefore actions to complete the sale remained
highly uncertain. In addition, management was not committed
to sale and given the macro conditions prevailing at that time
a successful sale remained highly uncertain. The Committee
concluded therefore that the conditions for classifying the
NanoScience business as held for sale at 31 March 2025 had
not been met.
Other matters related to the financial statements
Adjusted profit and EPS
The Group applies adjustments to the statutory definition of
profit and EPS to present adjusted profitability and earnings, as
the Board considers 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.
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 2025 Financial Statements.
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80.
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.
Misstatements
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 2025. 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.
Fair, balanced and understandable
The Board asked the Committee to consider whether the 2025
Annual Report is fair, balanced and provides the necessary
information for shareholders to assess the Company’s position
and prospects, business model and strategy. In performing this
review, the Committee received a report from management and
considered if it meets the requirements of the 2018 UK Corporate
Governance Code including the following considerations:
• Is the Annual Report open and honest with the whole story
being presented?
• Have any sensitive areas been omitted that are material?
• Is there consistency between different sections of the Annual
Report, including between the narrative and the financial
statements, and does the reader get the same message form
reading the two sections independently?
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• Is there a clear explanation of key performance indicators
andtheir linkage to strategy?
• Is there a clear and cohesive framework for the Annual
Report with key messages drawn out and written in
accessiblelanguage?
• Is there an appropriate balance between the use of
statutory accounting measures and adjusted performance
measures, and are adjusted performance measures
adequatelyexplained?
Following this review, we confirmed to the Board that, in our
view, the Annual Report is fair, balanced and understandable
in accordance with the requirements of the UK Corporate
Governance Code.
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
company’s Code of Conduct. 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 2025
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.
Risk management
The key risk management activities performed by the Group are
described on pages 69 to 71.
The Committee reviews the Group risk register, which includes
climate change-related risks, 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 69 to 78.
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 2025 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.
Internal audit
During the year the internal audit function was led by the Head
of Risk, Assurance and Trade Compliance, who was a regular
attendee at Committee meetings. The Company is pleased to
have appointed a new, dedicated Head of Internal Audit who has
commenced leadership of the function with effect from 1April2025.
The purpose of the internal audit function 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 Internal Audit and, prior to his appointment,
the Head of Risk, Assurance and Trade Compliance, have had
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. The internal audit function
also continues to benefit from 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 and to 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 2025. It comprises audits which assess
the effectiveness of internal financial controls, to be performed on
a rotational basis across 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 2025, 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 and considered whether the quality, experience
and expertise of internal audit remains appropriate for the
business. It also 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 2025 to discuss
keyrisk areas in advance of the new financial year.
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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
2024 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. 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 2025 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.
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 2024, 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.
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 2024, 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 2025 is expected to be carried out in
September 2025.
Independence and objectivity
The Committee should assess the external auditor’s
independence and objectivity on an annual basis, considering
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 2024
and March 2025, in addition to again assessing in June 2025.
InMarch 2025 and June 2025, the Committee was 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 £1,251k, represented less than 1% 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 2025
Fees (£’000) Proportion
Audit fees 1,190 95%
Audit-related assurance services 53 4%
Non-audit services 8 1%
Total fees payable to the auditor
and its associates 1,251 100%
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 2025 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 2025.
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 made significant progress with our environmental
programme during the year. Building on the targets set in 2024,
which will see the company reach net zero in Scopes 1 and 2 by
2030, this year, the Committee addressed Scope 3, approving
an interim target of a 25% absolute reduction in emissions by
2030. The proposed reduction and metric (opting for an absolute
reduction rather than a measure of intensity) were agreed
following a baseline-setting exercise led by management with
support from external advisers. The Committee then reviewed
and approved our net zero transition plan in November 2024,
which sets out the steps required to achieve our targets across
all three scopes, including extended procurement of renewable
energy, an amount of capital investment to replace gas boilers,
the deepening of the company’s ongoing supplier engagement
programme, and action to reduce emissions from our products.
Following internal confirmation of our targets and publication
of the plan, our science-based near-term and net zero targets,
using an updated 2023/24 baseline, were submitted to the
Science Based Targets initiative (SBTi) for validation and
approval. This was secured in March and published by SBTi in
April. We will now move to overseeing and monitoring progress
on the delivery of the net zero plan.
The Committee was pleased to note the award of a B rating for
Oxford Instruments’ management of climate change by global
independent environment disclosure body CDP, reflecting our
commitment and action in this area.
We 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, and approved
its programme for 2024/25, which was outlined at the
June2024meeting.
During the year, in addition to the environmental programme
noted above, the Committee has also spent time considering
the progress made in areas relating to social and
governancematters.
We continue to support the priority given by management
to further improving our health and safety performance, and
welcomed the extension of new Institution of Occupational
Safety and Health (IOSH)-accredited health and safety training to
reach a wider group of colleagues, together with the increased
focus on reporting accidents and near-misses through the Shield
system. We noted that a small increase in minor injury reports
largely reflected these improved reportingprotocols.
We also discussed the company’s continued efforts to foster an
inclusive workplace, welcoming the positive progress made by
employee impact groups focusing on less represented groups
among the workforce, including the recently launched women’s
group and NeuroInclusive, focusing on neurodiversity. All of our
employee impact groups are open to all employees.
The embedding of the company’s new Ways of Working,
launched in spring 2024, is seen as a key initiative to support
apositive, inclusive culture, and this has been a key focus of
the Senior Leadership Team throughout the year, as reported
totheCommittee.
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 continuation
of the Foundations programme for emerging talent launched in
the prior year. For more information, see page 66.
Committee membership
The current members of the Committee are:
Sir Nigel Sheinwald (Chair), Neil Carson, Alison Wood,
Hannah Nichols and Rowena Innocent.
Changes to Committee membership:
Reshma Ramachandran and Mary Waldner stepped down
as a members of the Committee upon their resignations
from the Board on 25 July 2024 and 3 February 2025,
respectively. Rowena Innocent joined as member of the
Committee upon her appointment to the Board on
17 February 2025.
• For details of attendance at Committee meetings
during the financial year, see page 96.
• For the biographies of all Committee members,
see pages 85 to 87.
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The January Sustainability Committee meeting provided an
opportunity to discuss in depth the company’s Governance
agenda. We welcomed the update provided on the new and
extended Code of Conduct, which was published in December
2024, accompanied by an extensive internal communications
campaign, and is now available in five languages. Management
also reported on the success of a year-long campaign of
refreshed and updated compliance training, with 100% of
assigned courses completed by employees.
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 for a
second year. Oxford Instruments was also recognised as being in
the 82nd percentile among our peer group in our first submission
to S&P’s Corporate Sustainability Assessment, with only 18% of
peers scoring higher.
Our integrated Sustainability Report is available on pages 45
to 69 and includes our Task Force on Climate-related Financial
Disclosures Statement, as set out on pages 52 to 60. 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.
SIR NIGEL SHEINWALD
Chair of the Sustainability Committee
12 June 2025
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.
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Committee composition
In line with its terms of reference, which are available on our
website at: www.oxinst.com/investors/corporate-governance,
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 three 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 external performance review of the
effectiveness of the Board and its Committees was conducted.
More information can be found on pages 101 and 102. The review
found that the Committee functions effectively.
How the Committee spent its time during
the year ended 31 March 2025
The responsibilities of the Committee are set out in its terms of
reference, which were last reviewed in January 2025 and which
are summarised on page 117. 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.
• Approved the company’s Scope 3 near-term target, together
with the publication of its net zero transition plan and the
submission of its overall science-based Scope 1, 2 and 3
targets to SBTi.
• Received updates from the Chief Executive Officer and
management regarding climate-change related matters.
• 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 activities and measures relating to
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.
• 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 45 to 68 and includes
our Task Force on Climate-related Financial Disclosures
Statement, as set out on pages 52 to 60 and our standalone
Sustainability Report which will be published on our website
at: www.oxinst.com/sustainability.
Committee membership
The current members of the Committee are:
Alison Wood (Chair), Neil Carson, Nigel Sheinwald,
Hannah Nichols and Rowena Innocent.
Changes to Committee membership:
Reshma Ramachandran and Mary Waldner stepped down
as members of the Committee upon their stepping down
from the Board on 25 July 2024 and 4 February 2025.
Rowena Innocent joined as member of the Committee
uponher appointment to the Board on 17 February 2025.
• For details of attendance at Committee meetings
duringthe financial year, see page 96.
• For the biographies of all Committee members,
see pages 85 to 87.
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Remuneration Committee report
Dear Shareholder,
I am pleased to introduce the Directors’ Remuneration Report
for the year ended 31 March 2025.
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 2025
and the implementation of the Policy for the year ahead.
Business context
It has been a year of positive progress, culminating in an
excellent set of results which underlines the Board’s confidence
in the mid-term outcomes set out in the Chief Executive’s review
on page 20. The actions taken to simplify the Group, improve
commercial execution and realign our regional presence have
resulted in strong growth in revenue and profit, and increased
margins in both divisions.
Operation of the Remuneration Policy in 2024/25
and incentive plan outcomes
The outcome for the 2024/25 annual bonus scheme was based
on a combination of profit before tax, adjusted operating profit
margin, cash conversion and non-financial strategic objectives.
The profit before tax and operating profit margin elements both
exceeded the maximum performance level and so achieved a
full payout, but the cash conversion just missed the payment
threshold for the stretching target range that was set. Overall,
this resulted in a payout, relating to the financial elements of the
scheme, of 100% of salary for the Chief Executive Officer (CEO)
and former Chief Financial Officer (CFO), out of a maximum of
150% ofsalary.
The non-financial strategic targets were based on (i) evolution of
the business portfolio (ii) establish and progressour operational
transformational programme and (iii)position the business for
margin improvement and enhanced growth in 2026. Additionally,
the former CFO had two further objectives specific to him. Having
considered each element carefully, wedetermined achievement
of 21.5% out of 25% ofbase salaryopportunity for the CEO and
17.5% out of 25% of base salary opportunity for the former CFO.
The overall bonus achieved was therefore 141% and 137% of
salary for the CEO and former CFO respectively. One-third of the
annual bonus will be paid in shares, which mustbe retained for
three years.
Awards granted in 2022 under the Performance Share Plan
(PSP) to the former Chief Executive Officer and the former
Chief Financial Officer were based on two equally weighted
performance measures. Earnings Per Share (EPS) was assessed
over the three years to 31 March 2025 and achieved a
performance level at 50% of maximum, with EPS growth of 6%
per annum. In the final year of the performance period Return
on Capital Employed (ROCE) was 26% and therefore achieved
a performance level of 25%. As a result of this performance, the
2022 PSP grant will vest at 37.5% overall. A two-year holding
period applies to the vested award. The current Chief Executive
Officer and Chief Financial Officer did notparticipate in this award.
Given the company’s strong performance during 2024/25 and
over the three-year performance period for the PSP, 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
2024/25 incentive outcomes.
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Operation of the Remuneration Policy in 2025/26
We carefully reviewed the recommendations regarding base
salary increases for employees and noted that the average salary
increase across the workforce in the UK was 2.5%. In that context
we determined that the base salary for the Chief Executive should
also increase by 2.5% from £587,100 to £601,778. There was no
salary increase for the former Chief Financial Officer.
The annual bonus opportunity will remain at 150% of salary
and performance measures will continue to be based on profit
(50%), cash conversion (16.7%), adjusted 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 Chief Executive and Chief Financial
Officer. We will retain the same broad mix of measures as in the
previous two years, to provide a rounded overall assessment of
performance. The measures for the grant will therefore be EPS
(30%), ROCE (30%), Total Shareholder Return (TSR) (25%) and
a sustainability-related measure (15%). The EPS measure will
require compound annual growth of between 3% and 10% over
three years and the ROCE measure will be based on a target
range of 26%-30% in 2027/28. 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 sustainability target
is aligned to our long-term strategy andwill require reduction
in absolute Scope 1 and 2 market-based carbon emissions by
2028 by 45% (threshold) to 65% (maximum) from the FY2023/24
baseline to drive achievement of Net Zero by 2030.
Chief Financial Officer succession
We announced on 9 January 2025 that, after nearly nine years
with the company, Gavin Hill had agreed with the Board that he
would step down as Chief Financial Officer on 31 March 2025.
He will remain actively involved with the company until 10 June
2025 to support a smooth transition through the results period
and is now on garden leave for the remainder of his 12-month
notice period. He will be treated as a good leaver in respect
of his unvested PSP awards and will be subject to the post-
employment shareholding requirement, which requires him to
retain 200% of base salary, for two years effective from the end
of his notice period. Details of Gavin’s leaving arrangements are
set out later in this report.
After a rigorous search, the Board was delighted to appoint Paul
Fry as Chief Financial Officer with effect from 1 April 2025. The
Committee considered the remuneration package carefully,
recognising Paul’s significant plc experience and calibre, and
that he had received an offer elsewhere at significantly higher
total remuneration (salary, bonus and long-term incentives).
On this basis we agreed with Paul a salary of £460,000 and in
view of the significant lead time to his appointment, also agreed
that his first salary review would be 1July 2025, when it will
increase by 2.5% to £471,500. We also agreed that his LTIP award
would be set at 200% which is in line with the Policy as are all
other elements of his reward package. There are no buyout
arrangements.
Non-Executive Directors’ (NED) fees
The fees of the Chair and NEDs will increase by 2.5%. This is
consistent with the base salary increase for the Executive
Directors and the workforce.
Committee effectiveness review
During the year, an external performance review of the
effectiveness of the Board and its Committees was conducted.
More information can be found on pages 101 to 102. The review
found that the Committee functions effectively.
Conclusion
We hope that you will be supportive of the annual advisory vote
to approve the Annual Report on Remuneration at our AGM on
28 July 2025.
ALISON WOOD
Chair of the Remuneration Committee
12 June 2025
Remuneration Committee report continued
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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 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 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/corporate-governance
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 four 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.
Wider employee remuneration
The Committee seeks to ensure that the underlying principles
which form the basis for decisions on Executive Directors’ pay
are consistent with those on which pay decisions for the rest
of the workforce are taken. For example, the Committee takes
into account the general salary increase for the broader
employee population when conducting the salary review
forExecutive Directors.
A formal employee consultation on remuneration is not
operated; however, employees are able to provide feedback
on the Company’s remuneration policies to their managers as
well as through the employee engagement survey and formal
performance review process.
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 101 and 102. The review
found that the Committee functions effectively.
Committee advisers
Korn Ferry was the Committee’s independent remuneration
consultant during the year and continues with this appointment
in 2025/26. 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 2025 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 £43,170 (excluding VAT).
Remuneration Committee report continued
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Directors’ remuneration report
Annual bonus LTIP
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2025 are:
Adjusted organic constant currency PBT Adjusted organic constant currency
operating profit margin
Earnings per share growth (% CAGR pa)
Return on capital employed
Excluding Andor impairment and FemtoTools acquisition
Cash conversion Strategic objectives
Threshold: £82.4m
Threshold:
Threshold: 16.5% Threshold: 4% pa CAGR
26%
Threshold: 82%
Target: £86.5m
Max:
Target: 16.8%
Max: 10% pa CAGR
32%
Target: 85%
Max: £90.5m Max: 17.2%
Max: 92%
Actual
£90.5m
Actual
17.8%
Actual (CAGR over 3 years to
31 March 2025)
6.0%
Actual 2024/25
26.0%
Actual
89%
Targets based on a range of objectives
linked to operational improvement and
progressing the new strategic plan and the
evolution of the Group’s portfolio.
For details see / Page 132
For details see / Page 133
Executive Directors’ remuneration at a glance
Total remuneration payable for 2024/25
Base salary
£’000
Benefits
£’000
Pension
£’000
Annual bonus
£’000
LTIP
£’000
Other
£’000
Total
£’000
Richard Tyson 583 26 31 828 - - 1,468
Gavin Hill
1
409 24 23 565 234 1 1,255
1. Gavin Hill stepped down from the Board and his role as CFO on 31 March 2025.
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.
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 2025/26, see pages 130 to 139.
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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/financial-reports-
and-presentations
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Principle Committee approach
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 128 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.
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.
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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.
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; and
– 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.
Directors’ remuneration report continued
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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.
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 129).
• 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.
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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.
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
eg 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.
Directors’ remuneration report continued
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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 (eg 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 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 FY2025/26 (see below for assumptions).
Assumptions:
• Fixed pay comprises salary levels as at 1 July 2025, pension of 6% of salary and the value of
benefits received in 2024/25 for the CEO and an estimate for the CFO.
• 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, ie 100% of salary.
• The maximum level of bonus is 150% of salary and the maximum LTIP award level is 200% of
salary for the CEO and 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.
100%
100%
39%
26%
35%
£664k
£524k
£1,349k
£2,646k
£1,717k
£3,372k
£2,770k
£2,174k
£3,500k
£2,500k
£3,000k
£2,000k
Below target Below targetTarget
Fixed Pay Annual Bonus LTIP LTIP with 50% Share price growth
CEO CFO
TargetMaximum Maximum
£1,500k
£500k
0
£1,000k
40%
35%
39%
26%
43%
24%
33%
25%
34%
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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
Paul Fry 8 January 2025 12-month rolling contract
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.
Directors’ remuneration report continued
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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 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 2027 AGM
Alison Wood 8 September 2020 None 2026 AGM
Sir Nigel Sheinwald 22 September 2021 None 2027 AGM
Hannah Nichols 1 January 2024 None 2027 AGM
Rowena Innocent 17 February 2025 None 2028 AGM
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
Annual
bonus
2
£’000
Long-term
incentive
awards
3
£’000
Pension
4
£’000
Other
5
£’000
Total
fixed
£’000
Total
variable
£’000
Total
£’000
Richard
Tyson
2025 583 26 828 – 31 – 640 828 1,468
2024 285 13 256 – 15 823 313 1,079 1,392
Gavin
Hill
6
2025 409 24 565 234 23 – 456 800 1,255
2024 395 24 360 583 32 – 451 943 1,394
Total 2025 992 50 1,393 234 54 – 1,096 1,627 2,723
2024 949 64 862 1,149 73 828 1,091 2,834 3,925
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. The values included in the table above are before
payment of tax.
2. Annual bonus represents the gross annual bonus for the year to March 2025 and would usually be paid in the July 2025
payroll. Of the total bonus amounts payable, £276,133 and £188,284, equal to one-third, will be paid in shares for Richard
Tyson and Gavin Hill, respectively, which must be held for three years, as per the policy.
3. 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 20 June 2022. The value has been determined
using the average share price over the three months to 31 March 2025, £19.8005. The share price used on grant of the 2022
PSP award was £19.40, therefore the value of the PSP award that has been attributable to share price growth is £4,424 for
Gavin Hill. Dividend equivalents have been added to arrive at the total figure included in the table above. The value of the
prior year awards has been restated using the share price on the vesting date of 5 July 2024 of £25.00, giving a total vested
award value, including dividend equivalents, of £582,950 (before restatement £502,706) for Gavin Hill.
4. Each Executive Director is entitled to receive a contribution to a money purchase pension scheme for a fixed value of 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.
5. The company operates a Share Incentive Plan (SIP) which is open to all UK permanent staff employed for at least six months.
For Richard Tyson 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 £186 and £306 each of matching shares for Richard Tyson and Gavin Hill, respectively.
6. Gavin Hill stepped down as Chief Financial Officer and from the Board on 31 March 2025, he then remained in active service
until 10 June 2025 to ensure a smooth transition. Details of Gavin Hill’s remuneration arrangements are set out on page 135.
Directors’ remuneration report continued
Annual Report on Remuneration (B)
The financial information in this part of the report has been audited where indicated.
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Non-Executive Director
Fees
£’000
Benefits
£’000
Total
£’000
Neil Carson 2025 211 – 211
2024 204 – 204
Mary Waldner
1
2025 52 – 52
2024 66 – 66
Alison Wood 2025 79 – 79
2024 76 1 77
Sir Nigel Sheinwald 2025 69 – 69
2024 66 – 66
Reshma Ramachandran
2
2025 18 – 18
2024 57 1 58
Hannah Nichols
3
2025 66 – 66
2024 14 – 14
Rowena Innocent
4
2025 7 – 7
2024 – – –
Total 2025 502 – 502
2024 483 2 485
1. Mary Waldner stepped down as a Non-Executive Director effective 4 February 2025.
2. Reshma Ramachandran stepped down as a Non-Executive Director effective 25 July 2024.
3. Hannah Nichols was appointed as a Non-Executive Director effective 1 January 2024.
4. Rowena Innocent was appointed as a Non-Executive Director effective 17 February 2025.
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. Richard Tyson and Gavin
Hill’s on-target bonus opportunity was 75% of salary and the maximum opportunity was 150% of
salary. The targets set and the achievement against them are set out in the table below.
Targets
1
Measure (% of salary weighting) Threshold Target Maximum
Actual
Performance
Payout %
of salary
Adjusted profit before tax
2
(75%) £82.4m £86.5m £90.5m £90.5m 75.0%
Adjusted organic operating profit
margin
2
(25%) 16.5% 16.8% 17.2% 17.8% 25.0%
Cash conversion (25%) 82.0% 85.0% 92.0% 89.0% 19.6%
Strategic objectives (25%) See below CEO: 21.5%
CFO: 17.5%
Total CEO: 141.1%
CFO: 137.1%
1. 10% of the element is payable for achieving threshold performance and 50% is payable for achieving target performance.
2. Calculated on a constant currency basis.
The non-financial strategic objectives were set at the start of the year. The CEO and CFO were set
the same three main strategic objectives and the CFO was set further sub objectives under the
second objective.
Directors’ remuneration report continued
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Details of the objectives and an assessment as to their achievement are set out below:
Executive Directors
Strategic objectives
Weighting
CEO
Weighting
CFO
Outcome
as % of
salary
CEO
Outcome
as % of
salary
CFO Commentary
Progress evolution
of the portfolio in
line with agreed
Group strategy
32% 24% 6.25% 4.00% Delivery of turnaround in
NanoScience (NS) performance.
Continued to develop pipeline of
bolt-on opportunities within the
Imaging & Analysis division.
Establish
and progress
operational
excellence
transformation
programme
For the CFO
specifically, return
NS to profitability
and successful
implementation
of ERP across
Americas, China,
Andor and Plasma
32% 48% 7.00% 7.50% Wave 2 of OpEx30 well under
way with initial diagnostic phase
report out. Wave 1 cameras
complete and full improvement
implementation under way.
Second team established at NS
in Tubney and initial diagnostic
report out. Productivity targets
already achieved.
NS returned to profitability.
Some delays in the ERP
implementation.
Progress Group
strategic plan and
position for margin
improvement and
enhanced growth
and value in 2026
36% 28% 8.00% 6.00% China stabilised through pivot to
other commercial markets, with
team engagement renewed.
Export disruption reduced.
North America growth dynamics
improved through completion of
leadership team recruitment.
Total 100% 21.5% 17.5%
The actual bonuses payable for the Executive Directors for the year ended 31 March 2025 are set
out below.
Executive Director
Actual bonus payable
(% of salary)
Actual bonus payable
(% of maximum)
Actual bonus payable
for 2024/25
1
Richard Tyson 141% 94% £828,398
Gavin Hill 137% 91% £564,852
1. Bonus is calculated on salary as at 31 March 2025. Of the amounts disclosed, £276,133 and £188,284 will be paid in shares to
Richard Tyson and Gavin Hill respectively, which must be held for three years, as per the policy.
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 20 June 2022 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 2022:
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 10% per annum 25%–100%
Maximum 10% per annum and above 100%
Actual EPS 112.4p
Actual growth achieved over the period 6% 50%
Directors’ remuneration report continued
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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 26% 0%
Threshold 26% 25%
Between threshold and maximum Between 26% and 32% 25%–100%
Maximum 32% per annum and above 100%
Actual ROCE achieved in 2024/25 26% 25%
1. ROCE is calculated as Earnings Before Interest and Tax (EBIT)/ average capital employed where EBIT is adjusted operating
profit less amortisation of acquired intangibles and capital employed is as documented in the Finance review on page 43.
Based on the performance against targets, the PSP awards will vest on 20 June 2025 as follows:
Date award
granted
Total number
of shares
granted
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)
Gavin Hill 20 June
2022
29,456 37.5% 11,046 218,716 781 234,181
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 2025, £19.8005. 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.
Long-Term Incentive Plan awards made in the year and outstanding share
incentive awards (audited)
Awards made under the LTIP during the financial year ended 31 March 2025 are set out below.
Director
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
Richard Tyson 22 July 2024 48,222 200% £1,174,206 £24.35 22 July 2027
Gavin Hill 22 July 2024 29,610 175% £721,004 £24.35 22 July 2027
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% 2% pa (25% vesting) to 8% pa (100% vesting) CAGR over three
financial years measured from the FY2023/24 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 FY2024/25 relative to the
companies comprising the FTSE 250 Index (minus Investment
Trusts) at the start of the performance period.
Sustainability
– emissions
reduction –
Site Heating
Infrastructure
Projects
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
(FY2026/27) (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 (FY2026/27)
(25% vesting) to 40% (100% vesting). The current percentage of
females in senior leadership positions is 34%. Senior leadership
is defined as Leadership Committee, their direct reports and key
decision makers.
Directors’ remuneration report continued
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As at 31 March 2025, the outstanding options for Richard Tyson and Gavin Hill under the PSP and LTIP
1
were as follows:
Scheme 1 Apr 2024 Granted Exercised Lapsed
Dividend
equivalents
1
31 March 2025 Exercise price
2
Share price on
date of grant Date of grant Earliest exercise Latest exercise
Richard Tyson
LTIP
3
13,521 – – – – 13,521 £0.05 £20.55 14/11/2023 16/03/2024 15/03/2031
LTIP
3
30,975 – – 30,975 – – £0.05 £20.55 14/11/2023 14/03/2025 13/03/2032
LTIP
3
53,023 – – – – 53,023 £0.05 £20.55 14/11/2023 31/07/2026 13/11/2033
LTIP – 48,222 – – – 48,222 £0.05 £24.35 22/07/2024 31/07/2027 21/07/2034
Total 97,519 48,222 – 30,975 – 114,766
Gavin Hill
PSP 53,071 – 53,071 – – – £0.05 £9.58 25/09/2017 25/09/2020 24/09/2027
PSP 51,646 – – – – 51,646 £0.05 £10.10 03/07/2018 03/07/2021 02/07/2028
PSP 38,633 – – – – 38,633 £0.05 £14.00 15/07/2019 15/07/2022 14/07/202 9
PSP 33,601 – – – – 33,604 £0.05 £16.24 23/09/2020 23/09/2023 22/09/2030
PSP 23,338 – – (583) 563 23,318 £0.05 £23.80 05/07/2021 05/07/2024 0 4/07/2031
PSP
4
29,456 – – – – 29,456 £0.05 £21.75 20/06/2022 20/06/2025 19/06/2032
LTIP 36,697 – – – – 36,697 £0.05 £21.75 25/09/2023 31 /07/2026 24/09/2033
LTIP – 29,610 – – – 29,610 £0.05 £24.35 22/07/2024 31/07/2027 21 /07/203 4
Total 266,442 29,610 (53,071) (583) 563 242,961
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 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 and 2022 LTIP awards from his previous employer, TT Electronics plc, which lapsed in connection with his
joining the company. The 2021 buy-out award vested at 43.91% as disclosed in last year’s report and the 2022 buy-out award lapsed in full as a result of the threshold performance of the original TT Electronics plc performance conditions not being met.
4. The performance conditions relating to this award have been tested and the award will vest at 37.5%.
Directors’ remuneration report continued
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Financial StatementsGovernanceStrategic ReportOverview
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 2025 (or date
of resignation if relevant) 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 2025
Share option
awards unvested
and subject to
performance
2
Richard Tyson 5,910 44,496 86 No 101,245
Gavin Hill
3
6,761 147, 198 354 Yes 95,763
Neil Carson 24,000 – N/A N/A –
Mary Waldner
4
– – N/A N/A –
Alison Wood – – N/A N/A –
Nigel Sheinwald – – N/A N/A –
Reshma Ramachandran
4
– – N/A N/A –
Hannah Nichols – – N/A N/A –
Rowena Innocent
5
– – N/A 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 31 March 2025: £17.20.
2. Award granted in June 2022 will vest at 37.5% in June 2025. Awards granted in 2023 and 2024 remain subject to
performance conditions.
3. Gavin Hill will be subject to the post-cessation shareholding obligations as set out in the Policy.
4. Reshma Ramachandran stepped down as a Non-Executive Director effective 25 July 2024. Mary Waldner stepped down as
a Non-Executive Director effective 4 February 2025.
5. Rowena Innocent was appointed as a Non-Executive Director effective 17 February 2025.
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 of 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 £10,000 (2024: £10,000) into a personal defined contribution
plan for Gavin Hill. Balancing payments of £30,731 to Richard Tyson and £12,778 to Gavin Hill
(net of employer’s national insurance contributions) were paid as cash.
Payments to past Directors and for loss of office (audited)
As detailed earlier in this report, Gavin Hill agreed with the Board that he would step down as Chief
Financial Officer from the Board on 31 March 2025. Paul Fry took up the role of Chief Financial Officer
with effect from 1 April 2025, with Gavin continuing to be actively employed until 10 June 2025 to
ensure a smooth transition.
Gavin Hill’s remuneration arrangements for 2025/26 and for the duration of his notice period is set
out below:
• Salary, benefits and pension will continue for the duration of his 12-month notice period ie to
7January 2026.
• Gavin is eligible to participate in the 2025/26 annual bonus plan, pro-rated for the period of his
active service, ie, up to 10 June 2025 and payable at the usual time in cash and deferred shares.
• Gavin is not eligible to receive a Long-Term Incentive Plan award for 2025/26.
• Gavin will be treated as a good leaver in respect of his unvested Performance Share Plan and
Long-Term Incentive Plan awards, which will be subject to a time pro-rata reduction to the end
of his notice period ie, 7 January 2026, the achievement of performance conditions, and which
will vest at the normal time. The two-year post-vesting holding periods will continue to apply.
• Gavin is subject to a post-employment shareholding requirement which requires him to retain
a shareholding on cessation of employment, equivalent to 200% of base salary, for two years.
The two-year period will be calculated commencing from the end of his notice period.
• Gavin will receive £109,000 by way of compensation for the termination of his employment
in full and final settlement for any legal claims arising related to unfair dismissal.
Directors’ remuneration report continued
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As explained in the 2023 Annual Report, Ian Barkshire was treated as a good leaver when he retired
from the Board and his role as CEO in 2023 and therefore, he retained his unvested 2022 LTIP
award which was pro-rated to the end of his notice period. As set out in this report, the award will
vest at 37.5% of maximum, which resulted in 9,276 shares vesting, including 390 dividend equivalent
shares. The value of these shares is £191,392 based on the average share price over the three
months to 31 March 2025, £19.8005.
Performance graph and CEO’s remuneration (unaudited)
The graph to the right shows for the ten years ended 31 March 2025 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.
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.
2017
1
2024
3
Year ending 31 March 2016 Jonathan Flint Ian Barkshire 2018 2019 2020 2021 2022 2023 Ian Barkshire Richard Tyson 2025
Total remuneration (£’000) 743 64 620 791 1,957 1,967 2,244 2,087 2,135 1,321 1,392 1,468
Annual bonus outcome (%) 38.6% 0% 56.3% 63.7% 94.4% 62.9% 100% 74.2% 80.56% 60% 60% 94%
ESOS vesting (%) 0% 0% N/A 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% N/A N/A 92.8% 100% 100% 100% 100% 97.5% N/A N/A
1. FY2016/17: 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. FY2023/24: 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 CEO pay to that of employees
The CEO to employee pay ratio for 2024/25 and prior financial years is set out below:
Financial year Method 25th percentile 50th percentile 75th percentile
2024/25 A 7 7.0:1 57.8:1 42.7:1
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
Directors’ remuneration report continued
The aggregated payment made in respect of the CEO who served during the year, and the
employees at the percentiles for the 2024/25 ratio are set out below:
CEO 25th percentile 50th percentile 75th percentile
Salary £582,825 £33,708 £44,345 £58,500
Total pay £1,467,706 £36,336 £47,565 £62,601
400
2015 20192017 20212016 2020
As at 31 March
2018 2022 2023 2024 2025
Total Shareholder Return
300
200
0
100
Oxford Instruments FTSE 350 E & EE FTSE 250
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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 2025. 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. There have been no discernible trends in
the movement of the pay ratios over the period of financial years covered by the pay ratios table,
with CEO and employee pay well aligned to performance and noting that the CEO pay figure in the
last two years has been impacted by the CEO succession.
The calculations use the pay for Richard Tyson as disclosed in the single figure table. The pay for all
UK employees comprises salary, benefits, pension and annual bonus payments due for 2024/25 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 remained broadly comparable to the prior year. 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.
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 2024/25 compared to that for the average UK
based employee of the Group (on a per capita full time equivalent basis).
Directors’ remuneration report continued
Directors during the year ended
31 March 2025
2023/24 to 2024/25
% change
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 Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus
Richard Tyson
1
104.5 96.8 223.6 N/A N/A – N/A N/A – N/A – – N/A – –
Gavin Hill 3.5 0.0 56.9 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 3.5 – – 5.0 – – 4.3 – – 8.0 – – -4.3 – –
Mary Waldner
2
-20.8 – – 7.0 – – 3.8 – – 8.3 – – -3.8 – –
Alison Wood 4.1 – – 8.6 100 – 9.3 – – N/A – – N/A – –
Nigel Sheinwald 4.4 – – 7.0 – – N/A – – N/A – – N/A – –
Reshma Ramachandran
3
-67.7 – – N/A N/A – N/A N/A – N/A – – N/A – –
Hannah Nichols
4
369.7 – – N/A N/A – N/A N/A – N/A – – N/A – –
Rowena Innocent
5
N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
Average employee pay
6
2.70 -1.0% 101.3 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 and so the prior year does not reflect an equivalent full year of salary, benefits and bonus.
2. Mary Waldner stepped down from the Board on 4 February 2025.
3. Reshma Ramachandran joined the Board on 1 September 2022 and stepped down from the Board on 25 July 2024.
4. Hannah Nichols joined the Board on 1 January 2024.
5. Rowena Innocent joined the Board on 17 February 2025.
6. Average employee pay includes all UK employees in service on 31 March 2025 for the 2023/24 to 2024/25 comparison, but excludes those who were on maternity leave, long-term sick leave and those who started or ended employment within the period.
7. The average pay increase across all employees in the UK in 2024/25 was 2.5%.
8. The value of the average employee bonus for the year ended 31 March 2025 (to be paid in July 2025) 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.
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Relative importance of the spend on pay
The following table shows the Group’s employee costs relative to dividends:
Year ended
31 March 2025
Year ended
31 March 2024 % change
Employee costs (£m) 166.6 155.4 7%
Dividends (£m) 12.1 11.4 6%
Statement of shareholder voting (unaudited)
The resolution to approve the 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 2024 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 46,643,409 849,741 98.21 1.79 3,042
How the Policy will be applied in 2025/26 (unaudited)
Base salaries
With effect from 1 July 2025, the salary of the CEO will increase by 2.5% from £587,100 to £601,778
and the salary of the CFO will also increase by 2.5% from £460,000 to £471,500 in line with the
broader UK workforce.
Benefits and pension
Benefits will be in line with the Policy. 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 2025/26 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) 50.0%
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 progressing operational
improvement and the strategic plan.
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.
Directors’ remuneration report continued
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Long-term incentive awards in respect of the financial year
The 2025/26 LTIP awards will be over shares with a market value at grant of 200% of salary for the
CEO and CFO.
Vesting will be subject to the performance conditions as set out below measured over a three-year
performance period commencing 1 April 2025. 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 Committee has carefully considered the EPS and ROCE target ranges in light of the business
plan and market environment and considers the ranges to be appropriately stretching
The TSR measure will require significant stock market outperformance.
The sustainability measures will drive achievement of our target of Net Zero by 2030.
Performance measure Weighting Performance targets
Earnings Per
Share (EPS)
30% 3% pa (25% vesting) to 10% pa (100% vesting) CAGR over three
financial years measured from FY2024/25 year-end EPS.
Return on Capital
Employed (ROCE)
30% 26% (25% vesting) to 30% (100% vesting) in the final year of the
performance period (FY2027/28).
Relative Total
Shareholder
Return (TSR)
25% Median (25% vesting) to Upper quartile (100% vesting) over three
financial years commencing with FY2024/25 relative to the
companies comprising the FTSE 250 Index (minus Investment
Trusts) at the start of the performance period.
Sustainability
– emissions
reduction
15% Reduce absolute Scope 1 and 2 market-based carbon emissions
by 2028 by 45% (threshold) to 65% (maximum) from the
FY2023/24 baseline.
Directors’ remuneration report continued
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 2.5% for 2025/26,
effective from 1 July 2025.
2024/25 2025/26 % increase
Board Chair £212,661 £217,978 2.5%
Additional fee for Deputy Chair £5,358 £5,492 2.5%
Basic fee £59,130 £60,608 2.5%
Additional fee for Senior Independent Director £10,300 £10,558 2.5%
Additional fee for Committee Chair £10,300 £10,558 2.5%
Note: The fees shown for 2024/25 and 2025/26 are the annual rates as at 1 July 2024 and
1 July 2025, respectively.
Approval
This report was approved by the Committee on 12 June 2025 and has been approved
subsequently by the Board for submission to shareholders at the Annual General Meeting
to be held on 28 July 2025.
ALISON WOOD
Chair of the Remuneration Committee
12 June 2025
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Financial calendar
1
13 June 2025 Announcement of preliminary results
10 July 2025 Final dividend ex-dividend date
11 July 2025 Final dividend record date
28 July 2025 Annual General Meeting
29 July 2025 Final dividend DRIP election date
19 August 2025 Final dividend payment date
11 November 2025 Announcement of half-year results
27 November 2025 Interim dividend ex-dividend date
28 November 2025 Interim dividend record date
16 December 2025 Interim dividend DRIP election deadline
9 January 2026 Interim dividend payment date
31 March 2026 Financial year end
1. Please note that the above dates are subject to change.
Analysis of share register at 31 March 2025
Total number
of holdings
Percentage
of holders
Total number
of shares
Percentage
of issued
share capital
By type of shareholder
Individual 1,384 74.17 1,938,562 3.33
Institutions and others 482 25.83 56,196,211 96.67
By size of shareholding
1–500 1,121 60.08 187,235 0.32
501–1,000 206 11.04 157,344 0.27
1,001–10,000 301 16.13 970,886 1.67
10,001–100,000 151 8.09 5,723,000 9.84
100,001–500,000 61 3.27 13,729,906 23.62
Over 500,000 26 1.39 37,366,402 64.28
Total 1,866 100.00 58,134,773 100.00
Shareholder information
Shareholder enquiries
Please contact MUFG Corporate Markets, 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@cm.mpms.mufg.com
By post:
MUFG Corporate Markets
Shareholder Services,
Central Square,
29 Wellington Street,
Leeds LS1 4DL
Annual General Meeting 2025
The 2025 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
Monday 28 July 2025.
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
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
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The Directors present the Annual Report of Oxford
Instruments plc for the year ended 31 March 2025.
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 2025,
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 Finance review on pages 37 to 45 and the report on
Sustainability on pages 45 to 68, 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 9 to 81
which is also incorporated by reference.
Results and dividends
The results for the year are shown in the Consolidated Statement
of Income on page 146. The Directors recommend a final
dividend of 17.1p per ordinary share, which together with the
interim dividend of 5.1p per ordinary share is a total of 22.2p
per ordinary share for the year (2024: 20.8p per ordinary share).
Subject to shareholder approval, the final dividend will be
paid on 19 August 2025 to shareholders registered at close of
business on 11 July 2025.
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.
Directors’ report
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 72 to 78.
Directors
Biographies of all the Directors at the date of this report,
including Non-Executive Directors, are set out on pages 85 to 87.
During the year ended 31 March 2025 there were a number of
changes to the Board, as noted on page 84.
Any Director who has been appointed by the Board since the
previous Annual General Meeting of shareholders, either to fill
a casual vacancy or as an additional Director, holds office only
until the conclusion of the next Annual General Meeting and
then shall be eligible for re-election by the shareholders. The
company’s Articles of Association provide that all Directors
are subject to annual re-election in accordance with the UK
Corporate Governance Code.
The Directors are subject to removal with or without cause by
the Board or the shareholders. Directors may exercise all of the
powers of the company subject to the provisions of the Articles
of Association.
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 is in place, 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 2025, are:
31 March 2025
Shares
31 March 2024
Shares
Neil Carson 24,000 24,000
Richard Tyson 5,910 –
Gavin Hill 6,762 4,014
Alison Wood – –
Nigel Sheinwald – –
Hannah Nichols – –
Rowena Innocent – N/A
Details of share options for the Executive Directors are shown in
the Remuneration Report on page 134.
No Director was beneficially interested in the shares of any
subsidiary company at any time during the year.
In the year to 31 March 2025, no Director had a material
interest in any contract of significance with OI plc or any of its
subsidiaries. As of 30 May 2025, there were no changes to the
above shareholdings apart from for Richard Tyson and Gavin Hill
who participate in the Oxford Instruments Share Incentive Plan
and since the year end had increased their respective beneficial
holdings by 20 and 21 shares.
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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. These can also be obtained from Companies
House or by contacting the Company Secretary.
During the year to 31 March 2025, the Board issued 220,981 new
shares (2024: 201,284) following the exercise of options under
OI plc’s share option schemes. At 31 March 2025, the issued
share capital of OI plc was 58,134,773 ordinary shares of 5p each.
No shares in OI plc were acquired by the company itself during
the year (2024: nil). Details of the share capital and options or
other awards outstanding as at 31 March 2025 are set out in
Notes 25 and 26, respectively, to the Financial Statements.
Powers in relation to OI plc issuing or buying
back its own shares
At the 2024 AGM, shareholders authorised the company to
allot relevant securities: (i) up to a nominal amount of £965,321
(being one-third of the company’s issued share capital); and
(ii) up to a nominal amount of £1,930,642 (being two-thirds of the
company’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 or for use in connection with any
pre-emptive offer. A similar resolution will be put to shareholders
at the 2025 AGM.
In 2024, shareholders also authorised the company to purchase
its own shares in the market up to a limit of 10% of its issued
share capital, being 5,791,927 shares. As noted in the 2024
notice of meeting, the Directors will seek to renew this authority
at the 2025 AGM by proposing a further special resolution.
This authority will also be limited to a maximum of 10% of the
company’s issued share capital and the resolution will set the
minimum and maximum prices which may be paid. The Directors
will only purchase the company’s shares in the market if they
believe it is in the best interests of the company and shareholders
generally and where Directors (i) expect that such a purchase
would result in an increase in earnings per share, (ii) consider
that the company has excess cash, and/or (iii) determine that
it is appropriate to increase the company’s gearing.
Disapplication of pre-emption rights
At the 2025 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 the company’s issued share capital for general purposes
and up to a further 10% of the company’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 the company’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 the same as those approved by
shareholders at the company’s 2024 AGM. The Directors
believe the resolutions being proposed at the 2025 AGM
reflect marketpractice.
Research and development
Information on the research and development activities
of the Group can be found on page 162.
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.
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 30 May 2025:
As at 30 May 2025 As at 31 March 2025
% of voting rights
over ordinary
shares of 5p each
% of voting rights
over ordinary shares
of 5p each
Artemis Fund Managers 14.23 14.23
Ameriprise Financial, Inc 9.94 9.94
BlackRock, Inc. 8.67 8.67
Lady KA Wood and the Estate
of the late Sir MF Wood 3.94 3.94
Directors’ report continued
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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
£6,167 (2024: £5,668).
Political donations
During the year, the Group made no political donations (2024: 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
28 July 2025 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 FY2024/25 was
passed at the 2024 Annual General Meeting and a resolution to
reappoint them as auditor for FY2025/26 will be proposed at the
2025 Annual General Meeting on 28 July 2025.
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 statement
The Board’s corporate governance statement is set out on
page 88. The Board reviews its work on corporate governance
in the Governance Report on pages 83 to 144. Pages 27 to
28 summarise how we engage with our stakeholders. Pages
89 to 93 include further details of how we engage with our
stakeholders and page 94 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 61 to 68 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 page 90.
S172 Statement
For information on how the Directors have had regard to the
interests of employees and the need to foster the company’s
business relationships with suppliers, customer and others as
well as the effect of that regard on the principal decisions
taken by the company during the financial year, please see
the S172 statement on page 94.
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 48 to 49.
Material events
On 10 June 2025, the Group entered a binding agreement to
sell the trade and assets of Oxford Instruments NanoScience to
Quantum Design International Inc for a £60m total consideration,
including up to £3m of deferred consideration linked to
performance of the business post-closing.
Directors’ report continued
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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;
• 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; and
• prepare a Strategic Report, Directors’ Report, Directors’
Remuneration Report and Corporate Governance Statement
which comply with requirements of the Companies Act and
the applicable laws and regulations.
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.
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. The maintenance
and integrity of the company’s website is the responsibility of
the Directors. The Directors’ responsibility also extends to the
ongoing integrity of the Financial Statements contained therein.
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
PAUL FRY
Chief Financial Officer
12 June 2025
Directors’ responsibilities in relation to the Annual Report
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Financial
statements
146 Consolidated statement of income
146 Consolidated statement of comprehensive income
147 Consolidated statement of financial position
148 Consolidated statement of changes in equity
149 Consolidated statement of cashflows
150 Material accounting policies
157 Notes to the consolidated financial statements
190 Parent Company statement of financial position
191 Parent Company statement of changes in equity
192 Notes to the Parent Company financial statements
201 Independent auditor’s report to the members of
Oxford Instruments plc
211 Historical financial summary
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Note

|  |  | 2025 |  |  | 2024 |
|  |  | Adjusting |  |  | Adjusting |
|  |  | items |  |  | items |
|  | Adjusted | (Note 2) | Total | Adjusted | (Note 2) | Total
|  | £m | £m | £m | £m | £m | £m
Revenue | 1 | 500. 6 | – | 500. 6 | 470 . 4 | – | 4 70. 4
Cost of sales |  | (241 .8) | – | (241 .8) | (228 .0) | – | (228 .0)
Gross profit |  | 258. 8 | – | 25 8.8 | 242 . 4 | – | 242 . 4
Other operating income |  | – | – | – | – | 3.3 | 3.3
Research and development | 3 | (4 1 . 1) | – | (4 1 . 1) | (3 9. 1) | – | (39 .1)
Selling and marketing |  | (78 . 7) | – | (78 . 7) | (74 . 5) | – | (74 . 5)
Administration and shared |  |  |  |  |  |  |
services |  | (56 . 5) | (4 2.7) | (9 9. 2) | (58 .7) | (14 . 6) | (73. 3)
Foreign exchange (loss)/gain |  | (0. 3) | (0. 3) | (0.6) | 10. 2 | (0.7) | 9.5
Operating profit |  | 82 . 2 | (4 3 . 0) | 39. 2 | 80. 3 | (1 2. 0) | 68.3
Financial income | 6 | 2 .6 | – | 2.6 | 4.7 | – | 4.7
Financial expenditure | 7 | (1 . 4) | (0.6) | (2 .0) | (1 .7) | – | (1.7)
Profit/(loss) before income tax | 1 | 83 . 4 | (4 3 . 6) | 39. 8 | 83 .3 | (12 .0) | 71 .3
Income tax (expense)/ |  |  |  |  |  |  |
credit | 8 | (18. 2) | 4.4 | (13 .8) | (20. 3) | (0. 3) | (20. 6)
Profit/(loss) for the year |  |  |  |  |  |  |
attributable to equity |  |  |  |  |  |  |
shareholders of the parent |  | 65 . 2 | (3 9. 2) | 26.0 | 63 .0 | (1 2. 3) | 50. 7
Earnings per share |  |  |  |  |  |  |
(in pence) | 10 |  |  |  |  |  |
Basic |  | 112 . 4p |  | 44.8p | 109. 0p |  | 8 7. 7 p
Diluted |  | 111 . 1p |  | 44.3p | 1 0 7. 5 p |  | 86.5p

Consolidated statement of income
Year ended 31 March 2025
The attached notes form part of these Financial Statements.

|  | 2025 | 2024
| Note | £m | £m
Profit for the year |  | 26.0 | 50. 7
Other comprehensive (expense)/income: |  |  |
Items that may be reclassified subsequently to Consolidated Statement of Income |  |  |
Foreign exchange translation differences |  | (2 . 0) | (5 . 5)
Items that will not be reclassified to Consolidated |  |  |
Statement of Income |  |  |
Remeasurement loss in respect of post-retirement |  |  |
benefits | 24 | (1 .1) | (1 9.4)
Tax credit on items that will not be reclassified to Consolidated Statement of Income |  | 0. 2 | 4. 8
Total other comprehensive expense |  | (2 .9) | (2 0.1)
Total comprehensive income for the year attributable to equity shareholders of the parent |  | 23. 1 | 30. 6

Consolidated statement of comprehensive income
Year ended 31 March 2025
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|  |  | 2024
|  | 2025 | as restated 1
| Note | £m | £m
Assets |  |  |
Non-current assets |  |  |
Property, plant and equipment | 12 | 85.6 | 80. 5
Intangible assets | 13 | 121 .8 | 138.2
Right-of-use assets | 14 | 29.9 | 32.4
Long-term receivables |  | 1 .0 | 1 .3
Derivative financial instruments | 22 | 0.3 | 0. 2
Retirement benefit asset | 24 | 24. 4 | 16 .1
Deferred tax assets | 8 | 11 . 1 | 13 .7
|  | 2 74 . 1 | 28 2.4
Current assets |  |  |
Inventories | 15 | 9 9.1 | 108 . 1
Trade and other receivables | 16 | 126. 2 | 114 . 7
Current income tax receivable |  | 9.4 | 1 .0
Derivative financial instruments | 22 | 1 .9 | 2.3
Cash and cash equivalents | 18 | 94. 1 | 97. 8
|  | 330. 7 | 323 .9
Total assets |  | 604.8 | 606. 3
Equity |  |  |
Capital and reserves attributable to the company’s |  |  |
equity shareholders |  |  |
Share capital | 25 | 2 .9 | 2.9
Share premium |  | 62 .6 | 62. 6
Other reserves |  | 0. 2 | 0. 2
Translation reserve |  | 5.4 | 7. 4
Retained earnings |  | 305 .0 | 292.6
|  | 376 . 1 | 365 .7

|  |  | 2024
|  | 2025 | as restated 1
| Note | £m | £m
Liabilities |  |  |
Non-current liabilities |  |  |
Bank loans | 19 | 0.5 | 0. 9
Lease liabilities | 14 | 26. 7 | 28. 6
Retirement benefit obligations | 24 | 0.9 | –
Provisions | 21 | 1.3 | –
Deferred tax liabilities | 8 | 16. 7 | 12.9
|  | 46.1 | 42.4
Current liabilities |  |  |
Bank loans and overdrafts | 19 | 9.2 | 1 3.1
Trade and other payables | 20 | 1 5 7. 7 | 166 . 2
Lease liabilities | 14 | 4. 5 | 4. 8
Current income tax payables |  | 6.0 | 7. 6
Derivative financial instruments | 22 | 0. 6 | 0. 1
Provisions | 21 | 4.6 | 6.4
|  | 182 .6 | 198. 2
Total liabilities |  | 228.7 | 24 0 . 6
Total liabilities and equity |  | 604.8 | 606. 3

1. Details of restatement of prior period numbers can be found in Note 11.
The Financial Statements were approved by the Board of Directors on 12 June 2025 and signed on
its behalf by:
RICHARD TYSON PAUL FRY
Director Director
Company number: 775598
Consolidated statement of financial position
As at 31 March 2025
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| Share | Share | Other | Translation | Retained |
| capital | premium | reserves | reserve | earnings | Total
| £m | £m | £m | £m | £m | £m
As at 1 April 2024 | 2.9 | 62 .6 | 0. 2 | 7. 4 | 2 92 .6 | 365.7
Profit for the year | – | – | – | – | 2 6.0 | 2 6.0
Foreign exchange translation differences | – | – | – | (2 . 0) | – | (2 . 0)
Remeasurement loss in respect of post-retirement benefits | – | – | – | – | (1 .1) | (1 . 1)
Tax credit on items that will not be reclassified to Consolidated Statement of Income | – | – | – | – | 0. 2 | 0. 2
Total comprehensive (expense)/income | – | – | – | (2 . 0) | 25.1 | 23. 1
Share-based payment transactions | – | – | – | – | (0. 1) | (0. 1)
Income tax on share-based payment transactions | – | – | – | – | (0. 5) | (0. 5)
Dividends | – | – | – | – | (12 . 1) | (12 .1)
Total transactions with owners: | – | – | – | – | (1 2.7) | (12. 7)
As at 31 March 2025 | 2.9 | 62 .6 | 0. 2 | 5.4 | 30 5.0 | 3 76 . 1
As at 1 April 2023 | 2.9 | 62.6 | 0. 2 | 12.9 | 265 .4 | 3 4 4.0
Profit for the year | – | – | – | – | 50.7 | 50.7
Foreign exchange translation differences | – | – | – | (5. 5) | – | (5. 5)
Remeasurement loss in respect of post-retirement benefits | – | – | – | – | (19.4) | (19. 4)
Tax credit on items that will not be reclassified 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)
Dividends | – | – | – | – | (11 .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

Consolidated statement of changes in equity
Year ended 31 March 2025
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|  | 2025 | 2024
| Note | £m | £m
Cash flows from operating activities |  |  |
Profit for the year |  | 26.0 | 50. 7
Adjustments for: |  |  |
Income tax expense | 8 | 13.8 | 2 0.6
Net financial income | 6, 7 | (0.6) | (3 .0)
Fair value movement on financial derivatives |  | 0. 3 | 0. 7
Impairment of goodwill | 13 | 26.0 | –
Amortisation of right-of-use assets | 14 | 5.4 | 5 .0
Depreciation of property, plant and equipment | 12 | 5 .9 | 5.3
Amortisation and impairment of intangible assets | 13 | 10. 6 | 9.8
Loss on disposal of plant, property and equipment |  | 1.3 | –
(Credit)/charge in respect of equity-settled employee |  |  |
share schemes |  | (0. 1) | 3.0
Contributions paid to the pension scheme more than the charge to operating profit |  | (7. 9) | (8 .0)
Decrease/(increase) in inventories | 27 | 8.8 | (26 . 3)
Increase in receivables | 27 | (10.0) | (2.7)
Increase/(decrease) in payables and provisions | 27 | 1 .1 | (2 .8)
(Decrease)/increase in customer deposits | 27 | (11 .1) | 7. 1
Cash generated from operations |  | 69. 5 | 59. 4
Interest paid |  | (0.6) | (0. 9)
Income taxes paid |  | (19. 8) | (16 .1)
Net cash from operating activities |  | 49.1 | 42 .4

|  | 2025 | 2024
| Note | £m | £m
Cash flows from investing activities |  |  |
Proceeds from sale of property, plant and equipment |  | 2.3 | 0. 5
Purchase of property, plant and equipment | 12 | (14. 4) | (2 7. 0)
Acquisition of subsidiaries, net of cash acquired | 11 | (15.4) | (13.4)
Capitalised development expenditure | 13 | (1 .5) | (0. 7)
Interest received |  | 1.6 | 3 .1
Net cash used in investing activities |  | (2 7. 4) | (3 7. 5)
Cash flows from financing activities |  |  |
Interest paid on lease liabilities | 14 | (0. 6) | (0. 8)
Payment of lease liabilities | 14 | (4 . 9) | (4 . 0)
Repayment of borrowings | 19 | (0.8) | (1 . 8)
Dividends paid |  | (12 . 1) | (1 1 . 4)
Net cash used in financing activities |  | (1 8 .4) | (18. 0)
Change in cash and cash equivalents |  | 3.3 | (13.1)
Cash and cash equivalents at beginning of the year |  | 85 .5 | 101 . 5
Effect of exchange rate fluctuations on cash held |  | (3. 5) | (2 .9)
Cash and cash equivalents at end of the year | 18 | 85 .3 | 85 .5
Comprised of: |  |  |
Cash and cash equivalents as per the Consolidated |  |  |
Statement of Financial Position |  | 94 .1 | 97. 8
Bank overdrafts | 19 | (8. 8) | (1 2. 3)
|  | 85.3 | 85. 5

Consolidated statement of cash flows
Year ended 31 March 2025
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Material accounting policies
Year ended 31 March 2025
Oxford Instruments plc (the ‘Company’) is a public company limited by shares incorporated under
the Companies Act 2006 and domiciled in the United Kingdom.
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.
Going concern
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.
In determining the basis of preparation for the Consolidated Financial Statements, the Directors
have considered the Group’s available resources, current business activities and factors likely
to impact on its future development and performance, including the impact of current macro-
economic factors, tariffs, and climate change on the Group, which are described in the Chief
Executive Officer’s review and Finance review.
The Group’s business activities, together with factors likely to affect its future development,
performance and financial position, are set out in the Strategic Report on pages 9 to 36. The financial
position of the Group, its cash flows, and borrowing facilities are described in the Finance review
on pages 37 to 44. In addition, Note 23 to the Financial Statements includes the Group’s objectives,
policies and processes for managing its capital; its financial risk management objectives; details of
its financial instruments and hedging activities; and its exposure to credit risk and liquidity risk.
The Group finances its operations from retained earnings, and where needed, from third-party
borrowings. In the prior year, 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.
The Group regularly monitors its financial position to ensure that it remains within the terms of its
financial covenants. 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.
In addition to the above, at year end, the Group had a cash and cash equivalents balance of
£94.1m. The Group also had bank overdrafts of £8.8m and other small loan balances that totalled
£0.9m. This resulted in a net cash position of £84.4m, an increase of £0.6m from the £83.8m net cash
position at 31 March 2024.
The Group has prepared and reviewed cash flow forecasts for the period to 30 June 2026 for the
Going Concern assessment, which reflect forecasted changes in operating profit, and operating
cash across its business. The Group’s net cash position and undrawn credit facilities provide
substantial liquidity headroom that even under extreme stress scenarios, it would be able to meet
its obligations for well beyond the 12-month assessment period.
In its going concern assessment, the Directors considered not only its base case but also ‘severe
but plausible’ downside scenarios. These scenarios reflected a 25% reduction in Adjusted Operating
Profit, 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 2026.
Following this assessment, the Board of Directors are satisfied that the Group has sufficient
resources to continue in operation for a period of not less than 12 months from the date of this
report. Accordingly, they continue to adopt the going concern basis in relation to this conclusion and
preparing the Consolidated Financial Statements. Further information on the going concern of the
Group can be found on pages 79 to 80 in the Viability Statement.
(a) Changes in accounting standards
The International Accounting Standards Board (IASB) issued a new Standard, IFRS 18 Presentation
and Disclosure in Financial Statements, on 9 April 2024 that will replace IAS 1 Presentation of
Financial Statements. The purpose of the new standard is to provide more consistent presentation
of financial information across preparers as it is acknowledged that existing standards have
given flexibility to present information in different ways. IFRS 18 will not impact the recognition or
measurement of items in the Financial Statements. Many of the existing presentation principles
in IAS 1 are retained, but there are some more specific requirements that will require the Group to
make some changes in its future Annual Report and Interim Financial Statements.
The new Standard is not yet endorsed by the UK Endorsement Board (UKEB) but is expected to be
applicable for reporting periods beginning on or after 1 January 2027. Comparative information for
2026 will need to be restated when the 2027 Interim Financial Statements and Annual Report and
Accounts are published and early adoption is expected to be permitted.
The Group has started an initial review of the Standard and expects changes to the presentation
of the Consolidated Statement of Income. The process of assessing the financial impact on the
Consolidated Financial Statements will continue during 2025.
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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:
Recognition of Oxford Instruments NanoScience as not held for sale at 31 March 2025
On 10 June 2025, the Group entered a binding agreement to sell the trade and assets of Oxford
Instruments NanoScience (NS). IFRS 5 Non-current Assets Held-for-Sale and Discontinued
Operations sets out the conditions for an asset to be classified as held-for-sale. At 31 March 2025,
the Group had not received a binding offer or terms from prospective buyers and therefore actions
to complete the sale were highly uncertain. In addition, management were not committed to sell
and given the macro conditions prevailing at that time a successful sale remained highly uncertain.
As a result, the Directors consider that the IFRS 5 conditions were not fully met, and therefore the NS
assets are not classified as held-for-sale at 31 March 2025.
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. Four key areas where estimates have been used and
assumptions applied have been identified as follows:
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. A sensitivity analysis is set out in Note 24.
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.
Acquisition of FemtoTools AG (FemtoTools) and 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 advisers. The fair value adjustments arising from this review are set out in Note 11.
Impairment of goodwill
The determination of whether goodwill and other indefinite life intangible assets should be impaired
requires the estimation of future cash flows and growth factors adopted by each cash generating
unit. Furthermore, discount rates applied to these cash flows are determined by reference to the
markets in which they operate and are risk adjusted to reflect risks and opportunities existing
for each cash generating unit. These factors are all affected by prevailing market and economic
factors outside the Group’s control. Further information on this issue, including sensitivity analyses,
is included in Note 13.
(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 in accounting policy (e).
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.
Material accounting policies continued
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(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 on pages 52 to 60
this year. 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.
• 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 year’s exposure, any gains or losses resulting from the change in fair value are
recognised as an adjusting item in operating expenses.
The fair value of forward exchange contracts is their market price at the Consolidated Statement
of Financial Position 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.
(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:

Freehold buildings, long leasehold land and buildings | 50 years
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’ sub heading 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.
Material accounting policies continued
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(g) Intangible assets
(i) Goodwill
All business combinations are accounted for by applying the acquisition method. Goodwill
represents amounts arising on acquisition of subsidiaries and is 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.
Goodwill arising on acquisitions is stated at cost less any accumulated impairment losses and
allocated to cash-generating units (CGUs) 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 and 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
Customer-related acquired intangibles | 6 months to 15 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 (p) 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.
Material accounting policies continued
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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 include cash at bank and in hand, investments in money-market funds
and short-term deposits with a maturity of three months or less on inception. Bank overdrafts that
are repayable on demand and form an integral part of the Group’s cash management are included
as a component of cash 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 CGUs 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 CGU 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 CGUs are allocated first to reduce the carrying amount
of any goodwill allocated to CGUs 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.
Material accounting policies continued
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(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.
(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) 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.
(p) 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, ie 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 a market comparator, the standalone selling price is estimated, where required,
by applying the cost plus margin approach.
A receivable is recognised for products when control passes over to the 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 Advanced Technologies 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.
Sales of large quantum computing systems in the NanoScience business are recognised as
long-term contracts by reference to the progress towards completion of the performance obligation.
The performance towards this contract does not create an asset with an alternative use, and the
company has an enforceable right to payment for performance completed to date. As a result, per
IFRS 15, the company transfers control of the goods over time and, therefore, satisfies a performance
obligation and recognises revenue over time. Revenue is recognised using the cost input method which
best reflects the transfer of control to the customer.
Within service revenue, 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.
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.
Material accounting policies continued
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(q) Income taxes
Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is
recognised in the Consolidated 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.
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 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.
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.
(r) 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
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(s) 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.
1 Segment information
The Group’s operating segments were previously combined into three aggregated operating
segments: Materials & Characterisation, Research & Discovery, and Service & Healthcare. From
1 April 2024, these have now been combined into two new 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 two aggregated operating segments is a reportable segment.
In the previous structure, service revenue for operating segments was reported within Service
& Healthcare, in the new structure service revenue is reported within each respective operating
segment. The aggregated operating segments are as follows:
• The Imaging & Analysis segment comprises a group of businesses focusing on microscopy,
cameras, analytical instruments and software.
• The Advanced Technologies segment comprises a group of businesses focusing on compound
semiconductor fabrication equipment, cryogenic and superconducting magnet technology and
X-ray tubes.
Prior year results have been adjusted to reflect the new operating segments.
The Group’s internal management structure and financial reporting systems differentiate the two
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 Imaging & Analysis segment. On 28 June 2024, the Group acquired
100% of the issued share capital of FemtoTools which has also been integrated into the Imaging
& Analysis segment. Further information can be found in Note 11.
Notes to the consolidated financial statements
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1 Segment information continued
Results

| Imaging & | Advanced |
| Analysis | Technologies | Total
2025 | £m | £m | £m
External product revenue | 270.1 | 146.0 | 416.1
External service revenue | 60.4 | 24.1 | 84.5
Total external revenue | 330.5 | 170.1 | 500.6
Inter-segment product revenue | – | 1.0 |
Total segment revenue | 330.5 | 171.1 |
Segment adjusted operating profit | 76.2 | 6.0 | 82.2

| Imaging & | Advanced |
| Analysis | Technologies | Total
2024 | £m | £m | £m
External product revenue | 272.8 | 121.5 | 394.3
External service revenue | 55.3 | 20.8 | 76.1
Total external revenue | 328.1 | 142.3 | 470.4
Inter-segment product revenue | 0.2 | 0.3 |
Total segment revenue | 328.3 | 142.6 |
Segment adjusted operating profit | 79.0 | 1.3 | 80.3

No individual customer accounts for more than 10% of revenue.
As at 31 March 2025, the Group had unfulfilled performance obligations under IFRS 15 of £262.6m
(2024: £301.5m). It is anticipated that £261.9m (2024: £277.3m) of this balance will be satisfied within
one year. The remainder is anticipated to be satisfied in the following financial year.
Reconciliation of reportable segment profit

| Imaging & | Advanced | Unallocated |
| Analysis | Technologies | Group items | Total
2025 | £m | £m | £m | £m
Segment adjusted operating profit | 76.2 | 6.0 | – | 82.2
Transaction-related costs | (0.7) | (1.1) | – | (1.8)
Impairment of goodwill | (26.0) | – | – | (26.0)
Restructuring costs and charges associated |  |  |  |
with management changes | (1.8) | (5.4) | (0.6) | ( 7.8)
Amortisation and impairment of acquired |  |  |  |
intangibles | (9.0) | (0.2) | – | (9.2)
Fair value movement on financial derivatives | – | – | (0.3) | (0.3)
Financial income | – | – | 2.6 | 2.6
Financial expenditure | – | – | (2.0) | (2.0)
Release of contingent consideration | 2.1 | – | – | 2.1
Profit/(loss) before income tax | 40.8 | (0.7) | (0.3) | 39.8

Notes to the consolidated financial statements continued
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1 Segment information continued

| Imaging & | Advanced | Unallocated |
| Analysis | Technologies | Group items | Total
2024 | £m | £m | £m | £m
Segment adjusted operating profit | 79.0 | 1.3 | – | 80.3
Intellectual property litigation settlement | – | 3.3 | – | 3.3
Adjustments relating to defined benefit |  |  |  |
pension schemes | – | – | (0.4) | (0.4)
Transaction-related costs | (0.7) | (0.3) | – | (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 | (9.1) | – | – | (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 | 69.2 | 2.2 | (0.1) | 71.3

| Imaging & | Advanced | Unallocated |
| Analysis | Technologies | Group items | Total
2025 | £m | £m | £m | £m
Capital expenditure | (3.9) | (10.2) | (0.3) | (14.4)
Depreciation of property, plant and equipment | (2.9) | (2.4) | (0.6) | (5.9)
Amortisation of right-of-use assets | (2.2) | (1.2) | (2.0) | (5.4)
Amortisation and impairment of intangibles | (35.6) | (0.5) | (0.5) | (36.6)
Capitalised development expenditure | (0.8) | (0.7) | – | (1.5)

| Imaging & | Advanced | Unallocated |
| Analysis | Technologies | Group items | Total
2024 | £m | £m | £m | £m
Capital expenditure | (18.1) | (6.6) | (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 intangibles | (9.5) | (0.3) | – | (9.8)
Capitalised development expenditure | (0.2) | (0.5) | – | (0.7)

Notes to the consolidated financial statements continued
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The Group’s revenue by destination of the end user is as follows:

| 2025 | 2024
Revenue | £m | £m
UK | 20.4 | 30.4
China | 107. 2 | 127.4
Japan | 46.4 | 43.5
USA | 142.3 | 111.6
Germany | 41.4 | 35.5
Rest of Europe | 54.0 | 50.3
Rest of Asia | 66.3 | 50.6
Rest of World | 22.6 | 21.1
| 500.6 | 470.4

| 2025 | 2024
Non-current assets (excluding deferred tax) | £m | £m
UK | 172.3 | 191.0
China | 2.0 | 4.0
Japan | 5.4 | 6.2
USA | 11.2 | 12.5
Germany | 30.0 | 32.1
Rest of Europe | 41.4 | 22.4
Rest of Asia | 0.5 | 0.2
Rest of World | 0.2 | 0.3
| 263.0 | 268.7

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.
These adjusting items are excluded in the calculation of adjusted operating profit, adjusted profit
before tax, adjusted profit for the period, adjusted EBITDA (defined as adjusted operating profit
before depreciation and amortisation of capitalised development costs), 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.
Notes to the consolidated financial statements continued
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2 Adjusting items continued
Reconciliation between operating profit and profit before income tax and adjusted profit

| 2025 |  | 2024 |
| Operating | Profit before | Operating | Profit before
| profit | income tax | profit | income tax
| £m | £m | £m | £m
Statutory measure | 39.2 | 39.8 | 68.3 | 71.3
Intellectual property litigation settlement | – | – | (3.3) | (3.3)
Adjustments relating to defined benefit |  |  |  |
pension schemes | – | – | 0.4 | 0.4
Transaction-related costs | 1.8 | 1.8 | 1.0 | 1.0
Impairment of goodwill | 26.0 | 26.0 | – | –
Restructuring costs and charges |  |  |  |
associated with management changes | 7. 8 | 7.8 | 3.7 | 3.7
Intellectual property litigation costs | – | – | 0.4 | 0.4
Amortisation and impairment |  |  |  |
of acquired intangibles | 9.2 | 9.2 | 9.1 | 9.1
Fair value movement on financial |  |  |  |
derivatives | 0.3 | 0.3 | 0.7 | 0.7
Unwind of discount in respect |  |  |  |
of contingent consideration | – | 0.6 | – | –
Release of contingent consideration | (2.1) | (2.1) | – | –
Total adjusting items | 43.0 | 43.6 | 12.0 | 12.0
Adjusted measure | 82.2 | 83.4 | 80.3 | 83.3
Adjusted income tax expense |  | (18.2) |  | (20.3)
Adjusted profit | 82.2 | 65.2 | 80.3 | 63.0
Adjusted effective tax rates |  | 21.8% |  | 24.4%

Intellectual property litigation settlement
The income in the prior year represents one-off settlement income in the Advanced Technologies
segment from defending our intellectual property.
Adjustments relating to defined benefit pension schemes
During the prior 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.
Transaction-related costs
These represent the costs of one-off charges incurred at the Statement of Financial Position date
relating to transactional work.
Impairment of goodwill
The Group’s microscopy and scientific cameras business, Andor Technology, faced a challenging
trading period as a result of continued healthcare and life science market weakness, loss of
revenues in China, and operational challenges with certain product lines. Actions have been
put in place in to improve the performance of the business. These plans are in the early phases
of execution, and therefore forecasts at 31 March 2025 for expected future cash flows from the
business give greater weight to recent performance and reflect future uncertainty over the potential
outcomes of those plans. Based on these forecasts it was determined that Andor’s expected future
cash flows at 31 March 2025 were not sufficient to support its full carrying value, resulting in a
partial impairment of the acquisition goodwill. Further information can be found in Note 13.
Restructuring costs and charges associated with management changes
In the current year, these represent £5.0m of costs associated with the relocation of production
facilities within the semiconductor business and £2.8m of one-off restructuring within the Group.
In the prior 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 CEO and one-off dual-running costs associated with this appointment.
Intellectual property litigation costs
These represent one-off legal costs to defend our intellectual property.
Amortisation and impairment of acquired intangibles
Adjusted profit excludes the non-cash amortisation and impairment of acquired intangible assets.
Notes to the consolidated financial statements continued
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2 Adjusting items continued
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 period 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
This represents the unwind of the discount in respect of the contingent consideration on the
acquisition of FemtoTools (Note 11).
Release of contingent consideration
This represents the release of the earn-out provision in respect of the acquisition of First Light Imaging.
Adjusted income tax expense
Statutory income tax is adjusted for the income tax impact on the adjusting items described above.
3 Research and development (R&D)
The total research and development spend by the Group is as follows:

| Imaging & | Advanced |
| Analysis | Technologies | Total
2025 | £m | £m | £m
R&D expense charged to the Consolidated Statement of Income | 24.8 | 16.3 | 41.1
Less: depreciation of R&D-related fixed assets | (0.2) | – | (0.2)
Less: amortisation and impairment of R&D costs previously |  |  |
capitalised as intangibles | (0.6) | (0.3) | (0.9)
Add: amounts capitalised as intangible assets | 0.8 | 0.7 | 1.5
Total cash spent on R&D during the year | 24.8 | 16.7 | 41.5

| Imaging & | Advanced |
| Analysis | Technologies | Total
2024 | £m | £m | £m
R&D expense charged to the Consolidated Statement of Income | 24.9 | 14.2 | 39.1
Less: depreciation of R&D-related fixed assets | – | (0.2) | (0.2)
Add: amounts capitalised as fixed assets | 0.2 | – | 0.2
Less: amortisation of R&D costs previously capitalised |  |  |
as intangibles | (0.3) | (0.3) | (0.6)
Add: amounts capitalised as intangible assets | 0.2 | 0.5 | 0.7
Total cash spent on R&D during the year | 25.0 | 14.2 | 39.2

Notes to the consolidated financial statements continued
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4 Employee information
Personnel costs incurred during the year were as follows:

| 2025 | 2024
| £m | £m
Wages and salaries | 143.0 | 131.5
Social security costs | 17.0 | 15.5
Contributions to defined contribution plans (Note 24) | 6.8 | 6.4
Defined benefit income (Note 24) | (0.1) | (1.0)
(Credit)/charge in respect of employee share options | (0.1) | 3.0
| 166.6 | 155.4

Directors’ remuneration during the year was as follows:

| 2025 | 2024
| £m | £m
Short-term benefits | 2.4 | 2.7
Post-employment benefits | 0.1 | 0.1
Charge in respect of share options | 0.2 | 1.1
| 2.7 | 3.9

Further details of Directors’ remuneration are disclosed in the Remuneration Report on pages 122 to
139 of this Report and Financial Statements.
The average monthly number of people employed by the Group (including Directors and temporary
employees) during the year was as follows:

| 2025 | 2024
| number | number
Production | 912 | 894
Sales and Marketing | 620 | 555
Research and Development | 474 | 487
Administration and Shared Services | 328 | 308
| 2,334 | 2,244

5 Auditor’s remuneration

| 2025 | 2024
| £’000 | £’000
Audit of these Financial Statements | 381 | 345
Amounts received by the auditor and its associates in respect of: |  |
– Audit of Financial Statement of subsidiaries pursuant to legislation | 809 | 757
– Audit-related assurance services | 53 | 50
– Other assurance services | 8 | 8
Total fees payable to the auditor and its associates | 1,251 | 1,160

6 Financial income

| 2025 | 2024
| £m | £m
Interest receivable | 1.6 | 3.2
Interest credit on pension scheme net assets | 1.0 | 1.5
| 2.6 | 4.7

7 Financial expenditure

| 2025 | 2024
| £m | £m
Bank interest payable | 0.8 | 0.9
Interest on lease liabilities | 0.6 | 0.8
Unwind of discount on contingent consideration | 0.6 | –
| 2.0 | 1.7

Notes to the consolidated financial statements continued
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8 Taxation
Income tax expense

| 2025 | 2024
| £m | £m
Recognised in the Consolidated Statement of Income |  |
Current tax expense |  |
Current year | 12.6 | 17.1
Adjustment in respect of prior years | (2.5) | 1.1
| 10.1 | 18.2
Deferred tax expense |  |
Origination and reversal of temporary differences | 3.7 | 1.6
Adjustment in respect of prior years | – | 0.8
| 3.7 | 2.4
Total tax expense | 13.8 | 20.6
Reconciliation of effective tax rate |  |
Profit before income tax | 39.8 | 71.3
Income tax using the weighted average statutory tax rate of 25% |  |
(2024: 25%) | 9.9 | 17.8
Effect of: |  |
Tax rates other than the weighted average statutory rate | 1.1 | (0.2)
Change in rate at which deferred tax recognised | (0.9) | –
Transaction costs, deferred consideration and impairments not deductible for tax | 7.0 | 0.4
Non-taxable income and non-deductible expenses | 0.1 | 0.7
Tax incentives – technology-related | (1.1) | –
Movement in unrecognised deferred tax | 0.2 | –
Adjustment in respect of prior years | (2.5) | 1.9
Total tax expense | 13.8 | 20.6

Notes to the consolidated financial statements continued

| 2025 | 2024
| £m | £m
Taxation credit recognised directly in other comprehensive income |  |
Current tax – relating to employee benefits | (0.1) | (2.1)
Deferred tax – relating to employee benefits | (0.1) | (2.7)
Taxation (credit)/charge recognised directly in equity |  |
Current tax – relating to share options | (0.3) | (0.6)
Deferred tax – relating to share options | 0.8 | 0.5

The UK deferred 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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8 Taxation continued
Deferred tax

| Property, |  |  |  |  |  |
| plant and |  | Employee | Intangible |  |  |
| equipment | Inventory | benefits | assets | Tax losses | Other | Total
| £m | £m | £m | £m | £m | £m | £m
Balance at 1 April 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
Recognised in income | (1.6) | 0.4 | (2.6) | 2.3 | (2.0) | (0.2) | (3.7)
Recognised in other comprehensive income | – | – | 0.1 | – | – | – | 0.1
Recognised directly in equity | – | – | (0.8) | – | – | – | (0.8)
Acquired on business |  |  |  |  |  |  |
combination | – | – | 0.1 | (2.1) | – | – | (2.0)
Effect of movements in foreign exchange rates | – | 0.1 | – | 0.1 | (0.1) | (0.1) | –
Balance at 31 March |  |  |  |  |  |  |
2025 | (9.1) | 4.8 | (0.8) | (5.8) | 1.3 | 4.0 | (5.6)

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.
Notes to the consolidated financial statements continued
Certain deferred tax assets and liabilities have been offset as follows:

| Assets |  | Liabilities |  | Net |
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024
| £m | £m | £m | £m | £m | £m
Gross assets/(liabilities) | 16.5 | 15.6 | (22.1) | (14.8) | (5.6) | 0.8
Offset | (5.4) | (1.9) | 5.4 | 1.9 | – | –
Net assets/(liabilities) | 11.1 | 13.7 | (16.7) | (12.9) | (5.6) | 0.8

Deferred tax assets have not been recognised in respect of the following items:

| 2025 | 2024
| £m | £m
Tax losses | 0.5 | 0.5

The tax losses and the deductible temporary differences do not expire under current tax legislation.
Deferred tax assets have not been recognised on tax losses related to gross unrecognised losses
of £1.7m (2024: £2.3m), 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 £52.3m (2024: £59.2m) 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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9 Dividends
The following dividends per share were paid by the Group:

| 2025 | 2024
| pence | pence
Previous period final dividend | 15.9 | 14.9
Current period interim dividend | 5.1 | 4.9
| 21.0 | 19.8

The following dividends per share were proposed by the Group in respect of each accounting
period presented:

| 2025 | 2024
| pence | pence
Interim dividend | 5.1 | 4.9
Final dividend | 17. 1 | 15.9
| 22. 2 | 20. 8

The final dividend for the year to 31 March 2024 of 15.9p per share was approved by shareholders at
the Annual General Meeting on 25 July 2024 and was paid on 20 August 2024. The interim dividend
for the year to 31 March 2025 of 5.1p per share was approved by a sub-committee of the Board on
11 November 2024 and was paid on 10 January 2025.
The proposed final dividend for the year ended 31 March 2025 of 17.1p per share was not provided
at the year end and is subject to shareholder approval at the Annual General Meeting on 28 July
2025. It is expected to be paid on 19 August 2025, to shareholders on the register on the record date
of 11 July 2025, with an ex-dividend date of 10 July 2025 and with the last date of election for the
Dividend Reinvestment Plan (DRIP) being 29 July 2025.
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
period, 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 weighted average number of shares used in the calculation and the
effect of share options on the calculation of diluted earnings per share:

| 2025 | 2024
| shares | shares
| million | million
Weighted average number of shares outstanding | 58.0 | 57.9
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 | 58.0 | 57. 8
Effect of shares under option | 0.7 | 0.8
Number of ordinary shares per diluted earnings per share |  |
calculations | 58.7 | 58.6

Notes to the consolidated financial statements continued
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10 Earnings per share continued
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:

| 2025 |  | 2024 |
| £m | pence | £m | pence
Profit attributable to equity shareholders |  |  |  |
of the parent/basic EPS | 26.0 | 44.8 | 50.7 | 87.7
Total underlying adjustments to profit |  |  |  |
before tax (Note 2) | 43.6 | 75.2 | 12.0 | 20.8
Related tax effects | (4.4) | (7.6) | 0.3 | 0.5
Adjusted profit attributable to equity |  |  |  |
shareholders of the parent/adjusted EPS | 65.2 | 112.4 | 63.0 | 109.0
Diluted basic EPS |  | 44.3 |  | 86.5
Diluted adjusted EPS |  | 111.1 |  | 107.5

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 €19.3m (£16.6m), of
which €3.0m (£2.5m) was conditional on trading performance over a period of 12 months from the
acquisition. The conditions for the contingent consideration were meeting certain revenue, order and
margin thresholds. In the calculations below, it was assumed that these thresholds were to be met.
During the period, £0.5m of deferred consideration in relation to a net asset adjustment was paid.
This is included within “acquisition net of subsidiaries, net of cash acquired” in the period in the
Consolidated Statement of Cash Flows.
The thresholds to pay the remaining contingent consideration were not met and the payable has
been released to the Consolidated Statement of Income (Note 2).
Acquisition-related costs in the period of £0.1m were expensed to the Consolidated Statement of
Income as an adjusting item in the administration and shared services cost line. Acquisition-related
costs in the prior year of £0.7m were expensed to the Consolidated Statement of Income as an
adjusting item in the administration and shared services cost line.
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 prior year the acquisition would have contributed
revenue of £5.7m, adjusted operating profit of £0.3m and a statutory profit before tax of £0.3m for
the year ended 31 March 2024.
Retrospective adjustment for prior year business combination accounting
A restatement has been made in the prior year, in relation to a fair value adjustment to inventory at
acquisition of First Light Imaging.
In the Consolidated Financial Statements for the year ended 31 March 2024, provisional values for
the book and fair value of the assets and liabilities acquired were used because the initial acquisition
accounting was incomplete as at the date of the report. A fair value adjustment has been made to
the provisionally reported amounts, reducing inventory by £0.3m with a corresponding increase in
goodwill. The book and fair value of the assets and liabilities acquired given in the table below, are
no longer provisional.
As a result, the Consolidated Statement of Financial Position as at 31 March 2024 has been restated
as follows:

|  |  | 2024
| 2024 | Restatement | (restated)
| £m | £m | £m
Consolidated Statement of Financial Position |  |  |
Non-current assets |  |  |
Intangible assets | 1 37.9 | 0.3 | 138.2
Current assets |  |  |
Inventories | 108.4 | (0.3) | 108.1

The restatement did not result in any change to reported profit, earnings per share, net assets or net
cash from operating activities reported in the 2024 full-year Financial Statements.
Notes to the consolidated financial statements continued
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11 Acquisitions continued
Acquisition of FemtoTools
On 28 June 2024, the Group acquired 100% of the issued share capital of FemtoTools AG
(‘FemtoTools’) on a cash-free, debt-free basis for consideration of CHF 17.9m (£15.8m), with a further
CHF 5.5m (£4.8m) which was conditional on trading performance over a period of 33 months from the
acquisition. The conditions for the contingent consideration were meeting certain revenue, order and
margin thresholds. In the calculations below, it has been assumed that these thresholds will be met.
The book and fair value of the assets and liabilities acquired is given in the table below. 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.

| Book value | Adjustments | Fair value
| £m | £m | £m
Intangible assets | – | 10.5 | 10.5
Property, plant and equipment | 0.3 | – | 0.3
Inventories | 0.6 | – | 0.6
Trade and other receivables | 0.9 | – | 0.9
Deferred tax | 0.1 | (2.1) | (2.0)
Trade and other payables | (0.9) | – | (0.9)
Retirement benefit obligations | (0.3) | – | (0.3)
Provisions | (0.1) | – | (0.1)
Cash | 1.1 | – | 1.1
Net assets acquired | 1.7 | 8.4 | 10.1
Goodwill |  |  | 9.5
Total consideration |  |  | 19.6
Net cash acquired |  |  | (1.1)
Contingent consideration after discounting to transaction |  |  |
date |  |  | (3.6)
Net cash outflow relating to the acquisition |  |  | 14.9

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 in relation to this acquisition.
The acquisition contributed revenue of £5.9m, adjusted operating profit of £1.5m and a statutory loss
before tax of £1.5m in the year.
If the acquisition had occurred on the first day of the year the acquisition would have contributed
revenue of £7.2m, adjusted operating profit of £1.3m and a statutory profit before tax of £1.3m in
the year.
Notes to the consolidated financial statements continued
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12 Property, plant and equipment

| Land and | Plant and | Fixtures and |
| buildings | equipment | fittings | Total
| £m | £m | £m | £m
Cost |  |  |  |
Balance at 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 and 1 April 2024 | 61.5 | 53.0 | 11.5 | 126.0
Additions – business combinations | – | 0.3 | – | 0.3
Additions | 7.7 | 4.9 | 1.8 | 14.4
Disposals | (1.1) | (4.9) | (0.6) | (6.6)
Exchange differences | – | (0.3) | – | (0.3)
Balance at 31 March 2025 | 68.1 | 53.0 | 12.7 | 133.8
Depreciation and impairment losses |  |  |  |
Balance at 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 and 1 April 2024 | 5.9 | 33.1 | 6.5 | 45.5
Depreciation charge for the year | 0.6 | 4.7 | 0.6 | 5.9
Disposals | – | (2.7) | (0.3) | (3.0)
Exchange differences | – | (0.2) | – | (0.2)
Balance at 31 March 2025 | 6.5 | 34.9 | 6.8 | 48.2

Notes to the consolidated financial statements continued

| Land and | Plant and | Fixtures and |
| buildings | equipment | fittings | Total
| £m | £m | £m | £m
Carrying amounts |  |  |  |
Balance at 1 April 2023 | 40.0 | 15.1 | 4.2 | 59.3
Balance at 31 March 2024 and 1 April 2024 | 55.6 | 19.9 | 5.0 | 80.5
Balance at 31 March 2025 | 61.6 | 18.1 | 5.9 | 85.6

Included within land and buildings are assets under construction with additions in the year of £5.8m
and a carrying amount of £39.0m (2024: £33.2m).
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13 Intangible assets

|  | Customer- | Technology- | Development | Development |  |
|  | related acquired | related acquired | costs acquired | costs internally |  |
| Goodwill | intangibles | intangibles | intangibles | generated | Software | Total
| £m | £m | £m | £m | £m | £m | £m
Cost |  |  |  |  |  |  |
Balance at 1 April 2023 | 124.6 | 34.1 | 101.0 | 1.8 | 37. 3 | 4.3 | 303.1
Additions – business combinations as restated 1 | 5.7 | 0.2 | 10.1 | – | – | 0.1 | 16.1
Additions – internally generated | – | – | – | – | 0.7 | 0.2 | 0.9
Disposals | – | – | – | – | (2.8) | – | (2.8)
Effect of movements in foreign exchange rates | (0.8) | (0.4) | (1.3) | – | – | – | (2.5)
Balance at 31 March 2024 and 1 April 2024 as restated 1 | 129.5 | 33.9 | 109.8 | 1.8 | 35.2 | 4.6 | 314.8
Additions – business combinations | 9.5 | 0.9 | 9.6 | – | – | – | 20.0
Additions – internally generated | – | – | – | – | 1.5 | – | 1.5
Disposals | – | – | – | – | – | (1.2) | (1.2)
Effect of movements in foreign exchange rates | (1.0) | (0.5) | (1.7) | – | 0.2 | 0.1 | (2.9)
Balance at 31 March 2025 | 138.0 | 34.3 | 117.7 | 1.8 | 36.9 | 3.5 | 332.2
Amortisation and impairment losses |  |  |  |  |  |  |
Balance at 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)
Effect of movements in foreign exchange rates | (0.3) | (0.4) | (0.6) | (0.3) | 0.1 | 0.1 | (1.4)
Balance at 31 March 2024 and 1 April 2024 | 22.6 | 27. 8 | 88.9 | 1.3 | 32.8 | 3.2 | 176.6
Amortisation and impairment charged | 26.0 | 1.3 | 7.7 | 0.2 | 0.9 | 0.5 | 36.6
Disposals | – | – | – | – | – | (1.2) | (1.2)
Effect of movements in foreign exchange rates | (0.2) | (0.5) | (1.2) | (0.1) | 0.2 | 0.2 | (1.6)
Balance at 31 March 2025 | 48.4 | 28.6 | 95.4 | 1.4 | 33.9 | 2.7 | 210.4
Carrying amounts |  |  |  |  |  |  |
Balance at 1 April 2023 | 101.7 | 7.1 | 19.4 | 0.2 | 2.4 | 1.3 | 132.1
Balance at 31 March 2024 and 1 April 2024 as restated 1 | 106.9 | 6.1 | 20.9 | 0.5 | 2.4 | 1.4 | 138.2
Balance at 31 March 2025 | 89.6 | 5.7 | 22.3 | 0.4 | 3.0 | 0.8 | 121.8

1. Details of the restatement of prior year numbers can be found in Note 11.
Notes to the consolidated financial statements continued
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13 Intangible assets continued
During the year the Group made impairments of £0.2m (2024: £nil) in respect of capitalised
development costs, and £26.0m (2024: £nil) in respect of goodwill.
The following intangible assets are considered material by the Directors as they represent
97% (2024: 96%) of total acquired intangible assets:

|  |  |  |  | 2024 as
|  |  | 2025 |  | restated 1
|  | Net book |  | Remaining | Net book
|  | value | Amortisation | amortisation | value
Acquisition | Type | £m | period years | period years | £m
Andor | Trademarks | 2.6 | 15.0 | 3.8 | 3.9
Andor | Technology, know- |  |  |  |
| how and patents | 3.1 | 12.0 | 0.8 | 7.3
WITec | Trademarks | 1.7 | 10.0 | 6.6 | 2.0
WITec | Technology, know- |  |  |  |
| how and patents | 1.4 | 5.0 | 1.6 | 2.4
First Light Imaging | Trademarks | 0.1 | 2.0 | 0.8 | 0.2
First Light Imaging | Technology, know- |  |  |  |
| how and patents: |  |  |  |
| – OCAM | 0.3 | 12.0 | 10.8 | 0.3
| – C-RED | 8.6 | 14.0 | 12.8 | 9.3
Asylum | Technology, know- |  |  |  |
| how and patents | – | 12.0 | – | 1.0
FemtoTools | Trademarks | 0.8 | 7.0 | 6.3 | –
FemtoTools | Technology, know- |  |  |  |
| how and patents | 8.8 | 11.0 | 10.3 | –

Notes to the consolidated financial statements continued
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:

|  | 2024 as
| 2025 | restated 1
| £m | £m
Imaging & Analysis |  |
NanoAnalysis | 9.8 | 9.9
Magnetic Resonance | 2.3 | 2.3
Andor | 40.9 | 67.0
WITec | 20.6 | 21.0
FemtoTools | 9.4 | –
Advanced Technologies |  |
NanoScience | 6.6 | 6.7
| 89.6 | 106.9

1. Details of restatement of prior period numbers can be found in Note 11.
The Group tests goodwill annually for impairment, or more frequently if there are indications that
goodwill might be impaired.
Impairment tests on the carrying values of goodwill, which are the Group’s only indefinite life
intangible assets, are performed by analysing the carrying value allocated to each significant CGU
against its value in use. Value in use is calculated for each CGU as the net present value of that unit’s
discounted future cash flows. These cash flows are based on board approved budget cash flow
information for a period of one year and board approved strategic plans for the following 2 years,
both of which are prepared taking into account a range of factors including past experience, the
forecast future trading environment and macroeconomic conditions in the Group’s key markets. The
cash flows beyond the strategic plan period use growth rates between 2.0% and 2.5%. This rate was
considered to be at or below long-term market trends for the Group’s businesses. These forecasts
are also adjusted for more recent information where this is considered to have a material impact.
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13 Intangible assets continued
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 cost of capital used for Imaging & Analysis and Advanced
Technologies in impairment testing is between 13.38% and 13.98% (2024: 13.14% to 13.64%), 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.
Result of impairment assessment
Based on the methodology set out above, as explained in Note 2, the impairment review for
Andor Technology concluded that the carrying values of the business exceeded their recoverable
amounts and accordingly an impairment charge of £26.0m has been recognised.
The Group’s microscopy and scientific cameras business, Andor Technology, faced a challenging
trading period as a result of continued healthcare and life science market weakness, loss of
revenues in China, and operational challenges. Actions have been put in place in to improve the
performance of the business. These plans are in the early phases of execution, and therefore
forecasts at 31 March 2025 for expected future cash flows from the business give greater weight
to recent performance and reflect future uncertainty over the potential outcomes of those plans.
Based on these forecasts it was determined that Andor’s expected future cash flows at
31 March 2025 were not sufficient to support its full carrying value, resulting in an impairment
of the Andor CGU.
Sensitivity analysis
The Group has applied sensitivities to assess whether any reasonable possible changes in
assumptions could cause an impairment of the goodwill in any CGU that would be material to
these Consolidated Financial Statements. The sensitivity analyses did not identify any potential
impairment for any CGU, with the exception of Andor Technology.
For Andor Technology, revenue growth, long-term adjusted operating profit growth, cash
conversion %, and the discount rate are the key assumptions to which the goodwill impairment
review is most sensitive.
Notes to the consolidated financial statements continued
The following table provides information of the impact on calculated headroom of various
independent scenarios for each of those key assumptions:

|  |  | Additional
|  | Sensitivity | impairment
Input | Scenario | applied | charge £m
Revenue growth rate FY27–FY28 | Base case | 2.5% | –
| Sensitised | 0.0% | (10.4)
Adjusted operating profit growth rate FY28 onwards | Base case | 2.0% | –
| Sensitised | 0.0% | (7.1 )
Cash conversion | Base case | 86% | –
| Sensitised | 80% | (7. 5)
Post-tax discount rate | Base case | 13.98% | –
| Sensitised | 15.48% | (7.4)

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.
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14 Leases continued
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

| Property | Other |
| leases | leases | Total
| £m | £m | £m
Cost |  |  |
Balance at 1 April 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
Additions | 2.4 | 0.5 | 2.9
Disposals | (0.7) | (0.7) | (1.4)
Exchange differences | (0.6) | – | (0.6)
Balance at 31 March 2025 | 47.5 | 2.7 | 50.2
Amortisation and impairment losses |  |  |
Balance at 1 April 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
Amortisation charge for the year | 4.8 | 0.6 | 5.4
Disposals | (1.0) | (0.7) | (1.7)
Exchange differences | (0.3) | – | (0.3)
Balance at 31 March 2025 | 18.7 | 1.6 | 20.3
Carrying amounts |  |  |
Balance at 1 April 2023 | 29.7 | 1.7 | 31.4
Balance at 31 March 2024 and 1 April 2024 | 31.2 | 1.2 | 32.4
Balance at 31 March 2025 | 28.8 | 1.1 | 29.9

Notes to the consolidated financial statements continued
Lease liabilities

| 2025 | 2024
| £m | £m
Balance at beginning of year | 33.4 | 31.4
Additions – business combinations | – | 0.7
Additions | 2.9 | 6.0
Disposals | (0.3) | –
Payments made (cash flows from financing activities) | (5.5) | (4.8)
Interest charge | 0.6 | 0.8
Effect of movements in foreign exchange rates | 0.1 | (0.7)
| 31.2 | 33.4
Amounts falling due after more than one year | 26.7 | 28.6
Amounts falling due in less than one year | 4.5 | 4.8

Amounts recognised in Consolidated Statement of Income

| 2025 | 2024
| £m | £m
Interest on lease liabilities | (0.6) | (0.8)
Amortisation of right-of-use assets | (5.4) | (5.0)

Repayments of lease liabilities of £5.5m (2024: £4.8m) have been recognised in the Consolidated
Statement of Cash Flows.
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Notes to the consolidated financial statements continued
15 Inventories

|  | 2024 as
| 2025 | restated 1
| £m | £m
Raw materials and consumables | 52.5 | 59.0
Work in progress | 28.0 | 27.3
Finished goods | 18.6 | 21.8
| 99.1 | 108.1

1. Details of restatement of prior period numbers can be found in Note 11.
The amount of inventory recognised as an expense was £190.9m (2024: £182.4m). 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 £0.6m in the
current period (2024: £1.2m). In the current year, £nil (2024: £nil) was reversed relating to previous
impairments. Impairments are included within gross profit.
Inventory carried at net realisable value is £3.2m (2024: £0.2m).
16 Trade and other receivables

| 2025 | 2024
| £m | £m
Trade receivables | 102.2 | 88.5
Less provision for impairment of receivables | (4.7) | (3.6)
Net trade receivables | 97.5 | 84.9
Accrued income | 12.2 | 11.7
Prepayments | 9.9 | 9.9
Other receivables | 2.3 | 3.4
Other taxation receivable 1 | 4.3 | 4.8
| 126.2 | 114.7

1. Other taxation receivable has been added as an additional line item in the current year. The prior year number in relation to
this balance was previously included in other receivables and has been separated out to show the comparison.
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:

|  | 2024 as
| 2025 | restated 1
| £m | £m
UK | 7.9 | 8.2
China | 9.4 | 16.1
Japan | 15.6 | 15.4
USA | 42.5 | 24.2
Germany | 6.7 | 5.4
Rest of Europe | 13.5 | 15.9
Rest of Asia | 8.9 | 10.4
Rest of World | 7.5 | 4.4
| 112.0 | 100.0

1. Prior year numbers have been restated to exclude tax-related balances of £4.8m from credit risk disclosures.
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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:

|  | 2024 as
| 2025 | restated 1
| £m | £m
Current (not overdue) | 81.5 | 49.9
Less than 31 days overdue | 11.7 | 20.5
More than 30 but less than 91 days overdue | 8.2 | 15.2
More than 90 days overdue | 10.6 | 14.4
| 112.0 | 100.0

1. Prior year numbers have been restated to exclude tax-related balances of £4.8m from credit risk disclosures.
In the current year £0.2m (2024: £0.2m) 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:

| 2025 | 2024
| £m | £m
Balance at start of year | 3.6 | 3.5
Increase in loss allowance recognised in the Consolidated Statement of Income during the year | 1.1 | 0.1
Balance at end of year | 4.7 | 3.6

The loss allowance is recognised in the administration and shared services line in the
Consolidated Statement of Income.
Notes to the consolidated financial statements continued
17 Contract assets and liabilities

|  | 2025 |  |  |  | 2024
| Contract | Contract | Contract |  | Contract
| asset |  | liability | asset |  | liability
| Accrued | Customer | Deferred | Accrued | Customer | Deferred
| income | deposits | income | income | deposits | income
| £m | £m | £m | £m | £m | £m
Balance at 1 April | 11.7 | (58.4) | (22.9) | 9.4 | (52.1) | (21.3)
Acquired balances | – | – | – | – | (0.4) | (0.7)
Transfers in the period from contract assets to trade |  |  |  |  |  |
receivables | (11.7) | – | – | (9.4) | – | –
Amounts included in contract |  |  |  |  |  |
liabilities that were recognised as revenue during the period | – | 57. 3 | 22.9 | – | 48.5 | 21.3
Excess of revenue recognised |  |  |  |  |  |
over cash (or rights to cash) being recognised during the period | 12.2 | – | – | 11.7 | – | –
Cash received in advance of performance and not recognised |  |  |  |  |  |
as revenue during the period | – | (45.3) | (24.6) | – | (54.4) | (22.2)
Balance at 31 March | 12.2 | (46.4) | (24.6) | 11.7 | (58.4) | (22.9)

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

| 2025 | 2024
| £m | £m
Cash balances | 94.1 | 97.8
Bank overdrafts (Note 19) | (8.8) | (12.3)
Cash and cash equivalents in the Consolidated Statement of Cash Flows | 85.3 | 85.5
Bank loans at First Light Imaging | (0.4) | (0.8)
Covid-19 loan at WITec | (0.5) | (0.9)
Net cash after borrowings at the end of the year | 84.4 | 83.8

Cash and cash equivalents at 31 March 2025 includes £0.9m (2024: £0.5m) that is not available for
general use by the Group. This balance relates to customer deposits received on orders by Oxford
Instruments India that are then placed into a fixed deposit account. The cash is released back to
Oxford Instruments India once the order is completed.
Reconciliation of changes in cash and cash equivalents to movement in net cash
after borrowings

| 2025 | 2024
| £m | £m
Net increase/(decrease) in cash and cash equivalents | 3.3 | (13.1)
Effect of exchange rate fluctuations on cash held | (3.5) | (2.9)
Movement in net cash in the year | (0.2) | (16.0)
Bank loans at First Light Imaging acquired | – | (2.2)
Repayment of borrowings | 0.8 | 1.8
Net cash after borrowings at the start of the year | 83.8 | 100.2
Net cash after borrowings at the end of the year | 84.4 | 83.8

Notes to the consolidated financial statements continued
19 Borrowings

| 2025 | 2024
| £m | £m
Current |  |
Bank loans at First Light Imaging | – | 0.4
Covid-19 loan at WITec | 0.4 | 0.4
Bank overdrafts | 8.8 | 12.3
At the end of the year | 9.2 | 13.1

| 2025 | 2024
| £m | £m
Non-current |  |
Bank loans at First Light Imaging | 0.4 | 0.4
Covid-19 loan at WITec | 0.1 | 0.5
At the end of the year | 0.5 | 0.9

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19 Borrowings continued
In the prior year 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 2025 were £196.1m, comprising the
undrawn portion of the Group’s £196.1m 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 2025 were £18.2m (2024: £18.3m).
A reconciliation of the Group’s borrowings balances is shown below:

| 2025 | 2024
| £m | £m
Balance at the beginning of the year | 14.0 | 12.5
Increase in borrowings (from acquisition of First Light Imaging) | – | 2.2
Repayment of borrowings (cash flow from financing activities) | (0.8) | (1.8)
(Decrease)/increase in bank overdrafts | (3.5) | 1.1
Interest charged | 1.4 | 0.9
Interest paid | (1.4) | (0.9)
At the end of the year | 9.7 | 14.0

Notes to the consolidated financial statements continued
20 Trade and other payables

| 2025 | 2024
| £m | £m
Trade payables | 31.4 | 32.6
Customer deposits | 46.4 | 58.4
Social security and other taxes | 5.9 | 6.3
Accrued expenses | 40.9 | 39.3
Deferred income | 24.6 | 22.9
Other payables | 8.5 | 6.7
| 157.7 | 166.2

21 Provisions for other liabilities and charges

|  | IP-related |  |
| Warranties | claims | Other | Total
| £m | £m | £m | £m
Balance as at 1 April 2024 | 3.2 | 0.6 | 2.6 | 6.4
Provisions made during the year | 3.1 | – | 0.5 | 3.6
Provisions used during the year | (2.0) | – | (0.8) | (2.8)
Provisions released during the year | (0.7) | (0.6) | – | (1.3)
Balance as at 31 March 2025 | 3.6 | – | 2.3 | 5.9
Amounts falling due before one year | 3.6 | – | 1.0 | 4.6
Amounts falling due after more than one year | – | – | 1.3 | 1.3

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.
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21 Provisions for other liabilities and charges continued
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.
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.
Notes to the consolidated financial statements continued
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.

|  | As at 31 March 2025 |  | As at 31 March 2024 |
|  | Carrying |  | Carrying |
| Fair value | amount | Fair value | amount | Fair value
| hierarchy | £m | £m | £m | £m
Financial assets measured |  |  |  |  |
at fair value |  |  |  |  |
Derivative financial assets: |  |  |  |  |
– Foreign currency contracts | 2 | 2.2 | 2.2 | 2.5 | 2.5
Financial assets measured at amortised cost |  |  |  |  |
Long-term receivables |  | 1.0 |  | 1.3 |
Trade receivables |  | 97.5 |  | 84.9 |
Other receivables and accrued |  |  |  |  |
income |  | 14.5 |  | 15.1 |
Cash and cash equivalents |  | 94.1 |  | 97.8 |
Financial liabilities measured |  |  |  |  |
at fair value |  |  |  |  |
Derivative financial liabilities: |  |  |  |  |
– Foreign currency contracts | 2 | (0.6) | (0.6) | (0.1) | (0.1)
– Contingent consideration | 3 | (4.0) | (4.0) | (2.8) | (2.8)
Financial liabilities measured |  |  |  |  |
at amortised cost |  |  |  |  |
Trade and other payables |  | (76.8) |  | (75.8) |
Bank overdrafts |  | (8.8) |  | (12.3) |
Borrowings |  | (0.9) |  | (1.7) |

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22 Financial instruments continued
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.
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 period.
Notes to the consolidated financial statements continued
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 up to 80% (2024: 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 2025 amount to £0.6m (2024: £0.1m) and those recognised
as an asset amount to £2.2m (2024: £2.5m).
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.
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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 2025 are set out in Note 19.
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.
Notes to the consolidated financial statements continued
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 2025 is as shown below:

| 2025 | 2024
| £m | £m
Long-term receivables | 1.0 | 1.3
Trade receivables | 97.5 | 84.9
Other receivables and accrued income | 14.5 | 15.1
Cash and cash equivalents | 94.1 | 97. 8
Derivative financial instruments | 2.2 | 2.5
| 209.3 | 201.6

The maximum exposure to credit risk for trade receivables is discussed in Note 16.
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 their 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.
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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.
Maturity of financial liabilities

|  |  |  |  | Due more
| Carrying | Contractual | Due within | Due one to | than five
| amount | cash flows | one year | five years | years
2025 | £m | £m | £m | £m | £m
Foreign exchange contracts | (0.6) | 0.6 | 0.6 | – | –
Contingent consideration | (4.0) | 4.8 | – | 4.8 | –
Trade and other payables | (76.8) | 76.8 | 76.8 | – | –
Bank overdrafts | (8.8) | 8.8 | 8.8 | – | –
Borrowings | (0.9) | 0.9 | 0.4 | 0.5 | –
Lease liabilities | (31.2) | 36.2 | 5.3 | 14.8 | 16.1
| (122.3) | 128.1 | 91.9 | 20.1 | 16.1

|  |  |  |  | Due more
| Carrying | Contractual | Due within | Due one to | than five
| amount | cash flows | one year | five years | years
2024 | £m | £m | £m | £m | £m
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 liabilities | (33.4) | 36.8 | 5.3 | 17.3 | 14.2
| (126.1) | 129.5 | 97.5 | 17. 8 | 14.2

Notes to the consolidated financial statements continued

| Carrying | Carrying
| amount | amount
| 2025 | 2024
| £m | £m
Variable rate instruments |  |
Cash and cash equivalents | 94.1 | 97. 8
Bank overdrafts | (8.8) | (12.3)
Fixed rate instruments |  |
Bank loans | (0.9) | (1.7)

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.
• 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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| 1% increase in | 10% weakening | 10% strengthening
| interest rates | in sterling | in sterling
2025 | £m | £m | £m
Impact on adjusted profit (Note 2) | 0.9 | 1.7 | (1.7)
Impact on reported profit | 0.9 | (15.6) | 15.6
Impact on equity | 0.6 | (11.7) | 11.7

| 1% increase in | 10% weakening | 10% strengthening
| interest rates | in sterling | in sterling
2024 | £m | £m | £m
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

24 Retirement benefit assets and 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.
On acquisition of FemtoTools AG on 28 June 2024, the Group now also operates a defined benefit
pension scheme in Switzerland.
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.
Notes to the consolidated financial statements continued
The expense recognised in the Consolidated Statement of Income is:

| 2025 | 2024
| £m | £m
Total defined benefit income | (0.1) | (1.0)
Contributions to defined contribution schemes | 6.8 | 6.5
| 6.7 | 5.5

Pension costs are recorded in the following lines in the Consolidated Statement of Income:

| 2025 | 2024
| £m | £m
Cost of sales | 2.0 | 2.1
Research and development | 1.2 | 1.6
Selling and marketing costs | 1.4 | 1.3
Administration and shared services | 3.1 | 2.0
Financial income | (1.0) | (1.5)
| 6.7 | 5.5

Remeasurement gains and losses shown in the Consolidated Statement of Comprehensive Income:

| 2025 | 2024
| £m | £m
Actual return on assets excluding interest income | (28.7) | (20.8)
Experience gain/(loss) on scheme obligations | 1.6 | (5.4)
Changes in assumptions underlying the present value of scheme obligations: |  |
– Financial | 25.3 | 3.1
– Demographic | 0.7 | 3.7
Actuarial losses recorded in the Statement of Comprehensive Income | (1.1) | (19.4)

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The amounts recognised in the Consolidated Statement of Financial Position are:

|  | 2025 |  |  | 2024 |
| UK | Switzerland | Total | UK | Switzerland | Total
| £m | £m | £m | £m | £m | £m
Present value of funded |  |  |  |  |  |
obligations | 194.8 | 2.9 | 197.7 | 223.6 | – | 223.6
Fair value of plan assets | (219.2) | (2.0) | (221.2) | (239.7) | – | (239.7)
Recognised (asset)/liability |  |  |  |  |  |
for defined benefit obligations | (24.4) | 0.9 | (23.5) | (16.1) | – | (16.1)

The reconciliation of the opening and closing balances of the present value of the defined benefit
obligation is as follows:

|  | 2025 |  |  | 2024 |
| UK | Switzerland | Total | UK | Switzerland | Total
| £m | £m | £m | £m | £m | £m
Benefit obligation at the beginning of the year | 223.6 | – | 223.6 | 225.1 | – | 225.1
Pension obligations acquired |  |  |  |  |  |
on acquisition of FemtoTools | – | 1.9 | 1.9 | – | – | –
Administrative expenses | – | 0.1 | 0.1 | – | – | –
Past service cost | – | – | – | 0.4 | – | 0.4
Interest on defined |  |  |  |  |  |
benefit obligation | 10.5 | – | 10.5 | 10.5 | – | 10.5
Benefits paid | (11.1) | 0.3 | (10.8) | (11.0) | – | (11.0)
Remeasurement |  |  |  |  |  |
gain on obligation | (28.2) | 0.6 | (27.6) | (1.4) | – | (1.4)
Benefit obligation |  |  |  |  |  |
at the end of the year | 194.8 | 2.9 | 197.7 | 223.6 | – | 223.6

Notes to the consolidated financial statements continued
The reconciliation of the opening and closing balances of the present value of the fair value of plan
assets is as follows:

|  | 2025 |  |  | 2024 |
| UK | Switzerland | Total | UK | Switzerland | Total
| £m | £m | £m | £m | £m | £m
Fair value of plan assets at the beginning of the year | 239.7 | – | 239.7 | 251.5 | – | 251.5
Pension assets acquired on acquisition of FemtoTools | – | 1.6 | 1.6 | – | – | –
Interest on plan assets | 11.5 | – | 11.5 | 12.0 | – | 12.0
Contributions by employer | 8.7 | 0.1 | 8.8 | 8.5 | – | 8.5
Benefits paid | (11.1) | 0.3 | (10.8) | (11.0) | – | (11.0)
Administrative expenses | (0.9) | – | (0.9) | (0.5) | – | (0.5)
Actual return on assets |  |  |  |  |  |
excluding interest income | (28.7) | – | (28.7) | (20.8) | – | (20.8)
Fair value of plan assets |  |  |  |  |  |
at the end of the year | 219.2 | 2.0 | 221.2 | 239.7 | – | 239.7

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Defined benefit scheme – UK
A full actuarial valuation of the UK plan was carried out as at 31 March 2024 which, for reporting
purposes, has been updated to 31 March 2025 by a qualified independent actuary.
The major assumptions used by the actuary for the purposes of IAS 19 were (in nominal terms):

| 2025 | 2024
| % | %
Discount rate | 5.8 | 4.8
Rate of increase in pensions in payment (‘3LPI') | 2.2 | 2.2
Rate of increase in pensions in payment (‘5LPI') | 2.8 | 2.9
Rate of inflation (‘CPI') | 2.3 | 2.3
Rate of inflation (‘RPI') | 2.9 | 3.0
Mortality – pre-and post-retirement | 107% of S4PA ‘Light’ tables | 91% of S2PA tables
| (101% for females) future | (93% for females) future
| improvement in line with | improvement in line with
| CMI 2023 with 1.25% | CMI 2022 with 1.25%
| long-term trend | long-term trend

As at 31 March 2025 the weighted average duration of the defined benefit obligations was 11 years
(2024: 13 years).
The mortality assumptions imply the following expected future lifetime from age 65:

| 2025 | 2024
| years | years
Pre-retirement – males | 23.3 | 23.2
Pre-retirement – females | 25.5 | 25.3
Post-retirement – males | 22.1 | 21.8
Post-retirement – females | 24.1 | 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.
Notes to the consolidated financial statements continued
The assets in the plan were:

| 2025 | 2024
| £m | £m
Equities | 1.6 | 7.5
Corporate and emerging market bonds | 22.9 | 22.9
Gilts | 163.0 | 174.3
Insurance-linked funds | 2.7 | 5.8
Credit and global loan funds | 12.3 | 0.1
Hedge funds | – | 24.3
Cash | 16.7 | 4.8
| 219.2 | 239.7

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 investment strategy for the UK scheme is controlled by the trustee in consultation with the
Group. A de-risked investment strategy is in place to mitigate funding volatility.
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 2029. The annual
deficit recovery payment was £8.7m (2024: £8.5m) for the financial year. The annual deficit recovery
payment will be £9.0m for the next financial year, then £4.0m per annum until 2029.
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.
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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, ie there is no need to apply the ‘asset ceiling’.
The Group expects to contribute approximately £9.0m to the UK defined benefit plan in the next
financial year.
The table below shows the sensitivity of the Consolidated Statement of Financial Position to
changes in the significant pension assumptions:

|  | Discount rate | Inflation rate | Life expectancy
| 2025 | (-0.1% pa) | (+0.1% pa) | (+one year)
| £m | £m | £m | £m
Present value of funded obligations | 194.8 | 197.0 | 196.6 | 200.9
Fair value of plan assets | (219.2) | (219.2) | (219.2) | (219.2)
Surplus | (24.4) | (22.2) | (22.6) | (18.3)

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 – Switzerland
A full actuarial valuation of the Swiss plan was carried out as at 31 March 2025.
The major assumptions used by the actuary for the purposes of IAS 19 were (in nominal terms):

| 2025 | 2024
| % | %
Discount rate | 1.2 | –
Rate of increase in pensions in payment | 2.5 | –
Rate of inflation | 1.0 | –
Mortality – pre-and post-retirement | BVG 2020 | N/A

Notes to the consolidated financial statements continued
The assets in the plan were:

| 2025 | 2024
| £m | £m
Equities | 0.6 | –
Corporate and emerging market bonds | 0.6 | –
Property | 0.3 | –
Infrastructure | 0.2 | –
Alternative investments | 0.3 | –
| 2.0 | –

Virgin Media
The Group is aware of a UK High Court legal ruling that took place in June 2023 between Virgin
Media Limited and NTL Pension Trustees II Limited, which decided that certain historic rule
amendments were invalid if they were not accompanied by actuarial certifications. The ruling was
subject to an appeal with a judgement delivered on 25 July 2024. The Court of Appeal unanimously
upheld the decision of the High Court and concluded that the pre-April 2013 conditions applied to
amendments to both future and past service. Whilst this ruling was in respect of another scheme,
this judgement will need to be reviewed for its relevance to the Oxford Instruments Pension Scheme.
A high-level review has been undertaken of the scheme which concluded that there is a very low
risk of any historic plan amendments being found to be invalid. The company’s pension advisers
have not completed detailed numerical analysis and no adjustments have been made to the
Consolidated Financial Statements at 31 March 2025. There is a separate legal case which is due
to be taken to the High Court in 2025, this is expected to provide further clarification on several
outstanding points of detail relevant to this case.
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25 Capital and reserves
Issued and fully paid ordinary shares:

| 2025 |  | 2024
| number of |  | number of
| shares |  | shares
At the beginning of the year | 57,913,792 |  | 57,712,508
Issued for cash | 220,981 |  | 201,284
At the end of the year | 58,134,773 | 57,9 | 13 ,792

| 2025 |  |  | 2024 |
| Number of |  |  | Number of |
| shares | £m |  | shares | £m
Allotted, called up and fully paid |  |  |  |  |
Ordinary shares of 5p each | 58,134,773 | 2.9 | 57,913 | ,792 | 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.
Notes to the consolidated financial statements continued
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 Scheme (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. In the prior year 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 139.
Share option schemes that have been discontinued but for which options were outstanding at the
year end include the following:
Performance Share Plan Scheme (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.
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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 122 to 139.
Administrative expenses include a credit of £0.1m (2024: charge of £3.0m) 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 options granted in the year ended 31 March 2025, the fair value and the assumptions used in
the calculation are as follows:

|  |  |  | LTIP: |
|  |  |  | Conditional |
| LTIP CEO | LTIP CFO | LTIP: Options | shares July | LTIP: Options
| July 2024 | July 2024 | July 2024 | 2024 | March 2025
Weighted average fair value |  |  |  |  |
of options granted | £20.42 | £20.42 | £21.73 | £23.79 | £17.64
Share price at grant date | £24.35 | £24.35 | £24.35 | £24.35 | £18.06
Exercise price | £0.05 | £0.05 | £0.05 | £0.05 | £0.05
Expected volatility | 29.1% | 29.1% | 29.1% | N/A | N/A
Expected option life | 3 years | 3 years | 3 years | 3 years | 2.3 years
Expected dividend yield | – | – | 0.9% | 0.9% | 0.9%
Risk-free interest rate | 3.9% | 3.9% | 3.9% | N/A | N/A

Notes to the consolidated financial statements continued
For options granted in the year ended 31 March 2024, the fair value and the assumptions used in
the calculation are as follows:

|  | LTIP CEO | LTIP CEO |  |  | LTIP:
|  | buy-out | buy-out |  | LTIP: | Conditional
| LTIP CEO | 2021 | 2022 | LTIP CFO | Options | Shares
| November | November | November | September | September | September
| 2023 | 2023 | 2023 | 2023 | 2023 | 2023
Weighted average fair value of options granted | £16.99 | £11.04 | £13.38 | £18.19 | £19.09 | £21.16
Share price at grant date | £20.55 | £20.55 | £20.55 | £21.75 | £21.75 | £21.75
Exercise price | £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
Expected option life | 3 years | 0.5 years | 1.5 years | 3 years | 3 years | 3 years
Expected dividend yield | – | – | – | – | 0.9% | 0.9%
Risk-free interest rate | 4.4% | 5.3% | 4.9% | 4.4% | 4.4% | N/A

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Movements in the share option schemes during the year were as follows:

|  | Executive Share |  | Performance |  | Long-Term
|  | Option Scheme |  | Share Plan | Incentive Plan
|  | Weighted |  | Weighted | Weighted
|  | average |  | average |  | average
| Number of | exercise | Number of | exercise | Number of | exercise
| shares | price | shares | price | shares | price
Outstanding at 1 April 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
– Granted | – | – | – | – | 191,905 | £0.05
– Forfeited | – | – | (9,125) | £0.05 | (20,001) | –
– Exercised | (18,986) | £9.79 | (201,744) | £0.05 | – | –
– Lapsed | (9,878) | £9.94 | (7,854) | £0.05 | (5,850) | £0.05
Outstanding at 31 March 2025 | 69,865 | £8.20 | 403,784 | £0.05 | 366,626 | £0.05
Exercisable at 31 March 2025 | 69,865 | £8.20 | 265,829 | £0.05 | 43,213 | £0.05
Exercisable at 31 March 2024 | 98,729 | £8.68 | 362,419 | £0.05 | 12,237 | £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 £21.86 (2024: £23.42).
The weighted average remaining contractual life for the share options as at 31 March 2025 was one
year (2024: one year).
The total consideration received from exercise of options in the year was £0.0m (2024: £0.0m).
Notes to the consolidated financial statements continued
27 Working capital movements
Reconciliation of movements in working capital

|  |  | Payables and | Customer |
| Inventories 1 | Receivables 2 | provisions 2 | deposits | Total
| £m | £m | £m | £m | £m
As at 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 |  |  |  |  |
(as restated Note 11) | 1.6 | 2.9 | (5.0) | (0.4) | (0.9)
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 and 1 April 2024 (as restated Note 11) | 108.1 | 118.5 | (114.3) | (58.4) | 53.9
Working capital movement | (8.8) | 10.0 | (1.1) | 11.1 | 11.2
First Light Imaging-related flows | – | – | 2.8 | – | 2.8
FemtoTools-related flows | 0.6 | 0.9 | (4.7) | – | (3.2)
Exchange differences | (0.8) | – | (0.2) | 0.9 | (0.1)
FV movement on financial |  |  |  |  |
derivatives | – | – | (0.3) | – | (0.3)
As at 31 March 2025 | 99.1 | 129.4 | (117.8) | (46.4) | 64.3

1. Details of restatement of prior period numbers can be found in Note 11.
2. Receivables and payables include derivative financial instruments.
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Financial StatementsGovernanceStrategic ReportOverview
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 2025 commitments for future expenditure are £0.4m (2024: £8.0m)
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:

| 2025 | 2024
| £m | £m
Short-term employee benefits | 4.1 | 4.8
Post-employment benefits | 0.1 | 0.2
Share-based payment charges | 0.9 | 2.6
Total | 5.1 | 7.6

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.
Notes to the consolidated financial statements continued
30 Subsequent events
Disposal of Oxford Instruments NanoScience
On 10 June 2025, the Group entered into a binding agreement to sell the trade and assets of
the NanoScience business to Quantum Design International Inc for £60m total consideration,
including up to £3m of deferred consideration linked to performance of the business post-closing.
NanoScience is our Quantum business and a separately identifiable business within the
Oxford Instruments Nanotechnology Tools Limited legal entity. The disposal is expected to
complete during FY26.
In 2025, NanoScience generated approximately £57.2m of revenue and £1.1m of adjusted operating
profit. Non-recurring transaction-related costs are expected to be approximately £2m– £3m in
2026. At 31 March 2025, the business accounted for £34.7m of net assets within the Advanced
Technologies segment.
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Parent Company statement of financial position
As at 31 March 2025
Notes
2025
£m
2024
£m
Assets
Non-current assets
Intangible assets d 0.7 1.2
Tangible assets c 0.4 0.6
Right-of-use assets – 0.1
Investments in subsidiary undertakings e 357.9 356.9
Trade and other receivables f 2.8 3.0
Derivative financial instruments 0.3 0.2
Retirement benefit asset 5.6 3.7
Deferred tax assets i 0.4 2.1
368.1 367. 8
Current assets
Trade and other receivables f 39.0 48.3
Derivative financial instruments 2.1 2.5
Cash and cash equivalents 11.2 34.1
52.3 84.9
Total assets 420.4 452.7
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 292.7 276.1
365.9 349.3
Notes
2025
£m
2024
£m
Liabilities
Current liabilities
Bank overdrafts h 3.8 2.6
Derivative financial instruments 1.3 2.3
Trade and other payables g 49.4 98.5
54.5 103.4
Total liabilities 54.5 103.4
Total liabilities and equity 420.4 452.7
The company’s profit for the financial year was £29.4m (2024: £1.8m). Other comprehensive expense
in the year was £0.1m (2024: expense of £3.3m). The expense will not subsequently be reclassified to
statement of income.
The Financial Statements were approved by the Board of Directors on 12 June 2025 and signed on
its behalf by:
RICHARD TYSON PAUL FRY
Director Director
Company number: 775598
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Parent Company statement of changes in equity
Year ended 31 March 2025
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 2024 2.9 62.6 0.1 7.6 276.1 349.3
Profit for the year 29.4 29.4
Other comprehensive expense: – – – –
– Remeasurement of defined benefit liability, net of tax (0.1) (0.1)
Total comprehensive income for the year – – – – 29.3 29.3
– Share options awarded to employees – – – – (1.1) (1.1)
– Share options awarded to employees of subsidiaries – – – – 1.0 1.0
– Tax charge in respect of share options – – – – (0.5) (0.5)
– Proceeds from shares issued – – – – – –
– Dividends paid – – – – (12.1) (12.1)
As at 31 March 2025 2.9 62.6 0.1 7.6 292.7 365.9
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
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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Notes to the Parent Company financial statements
Year ended 31 March 2025
(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
instruments 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.
• 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.
• 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. Further details on the Group’s going concern can
be found on pages 79 to 80.
Material accounting policies
Trade and other receivables
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 152.
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(a) Accounting policies continued
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.
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 (CGU) 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’ (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.
Notes to the Parent Company financial statements continued
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(a) Accounting policies continued
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
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.
The company’s net obligation in respect of defined benefit pension plans is calculated 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 company 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 company’s net obligation are recognised in the
statement of comprehensive income in the year.
The charge to the 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
Statement of Income respectively.
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.
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.
Notes to the Parent Company financial statements continued
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(a) Accounting policies continued
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.
(b) Profit for the year
The company’s profit for the financial year was £29.4m (2024: £1.8m). Other comprehensive expense
in the year was £0.1m (2024: expense of £3.3m). The expense will not subsequently be reclassified to
statement of income.
The auditor’s remuneration comprised £381,000 (2024: £345,000) for the statutory audit.
The average number of people employed by the company (including Directors) during the year
was94 (2024: 84). All these individuals were involved in administration.
The aggregate payroll costs (including Directors) of these people were as follows:
2025
£m
2024
£m
Wages and salaries 10.8 9.3
Social security costs 1.5 1.4
Other pension costs 0.5 0.4
12.8 11.1
The share-based payment credit was £1.1m (2024: charge of £1.9m). 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 122 to 139.
(c) Tangible fixed assets
Furniture and
fittings
£m
Computer
equipment
£m
Total
£m
Cost
Balance at 1 April 2024 0.2 2.0 2.2
Additions 0.1 – 0.1
Disposals – (1.3) (1.3)
Balance at 31 March 2025 0.3 0.7 1.0
Depreciation
Balance at 1 April 2024 0.1 1.5 1.6
Charge for year – 0.1 0.1
Disposals – (1.1) (1.1)
Balance at 31 March 2025 0.1 0.5 0.6
Net book value
Balance at 31 March 2024 0.1 0.5 0.6
Balance at 31 March 2025 0.2 0.2 0.4
Notes to the Parent Company financial statements continued
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(d) Intangible assets
Software
£m
Cost
Balance at 1 April 2024 3.1
Disposals (1.3)
Balance at 31 March 2025 1.8
Depreciation and impairment losses
Balance at 1 April 2024 1.9
Charge for year 0.5
Disposals (1.3)
Balance at 31 March 2025 1.1
Net book value
Balance at 31 March 2024 1.2
Balance at 31 March 2025 0.7
(e) Investments
Investments
in subsidiary
undertakings
£m
Cost or valuation
Balance at 1 April 2024 375.6
Expense in respect of share options transferred to subsidiary undertakings 1.0
Balance at 31 March 2025 376.6
Impairment
Balance at 1 April 2024 and 31 March 2025 18.7
Net book value
Balance at 31 March 2024 356.9
Balance at 31 March 2025 357.9
Related undertakings of the Group
The following disclosure is provided in accordance with Section 409 of the Companies Act 2006.
As of 31 March 2025, 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.
Notes to the Parent Company financial statements continued
197
Oxford Instruments plc
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Company name 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
FemtoTools AG
6
Furtbachstrasse 4, 8107 Buchs ZH,
Switzerland
Ordinary shares 100
First Light Imaging
Corporation
5
1209 Orange Street, Wilmington
DE 19801, United States
Common stock 100
First Light Imaging SAS
5
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
Company name Address Ownership interest
% of
class held
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
4
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
Management Services
Limited
7
Tubney Woods, Abingdon,
Oxon, OX13 5QX, England
Ordinary shares 100
Oxford Instruments
Molecular Biotools
Limited
2
Tubney Woods, Abingdon,
Oxon, OX13 5QX, England
Ordinary shares 100
Oxford Instruments
Nanotechnology Tools
Holdings Limited
4
Tubney Woods, Abingdon,
Oxon, OX13 5QX, England
Ordinary shares 100
(e) Investments continued
Subsidiaries
Notes to the Parent Company financial statements continued
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Company name Address Ownership interest
% of
class held
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 Espana SL
9
Calle Ferraz No. 78 2 A, 28008
Madrid, Spain
Ordinary 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
4
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
(Taiwan) Co., Ltd
8
No. 195, Section 4, ZhongXing Rd,
ZhuDong Township, HsinChu County,
310 Taiwan
Ordinary shares 100
Oxford Instruments
Technologies Oy
Technopolis Innopoli 1, Tekniikantie 12,
Espoo, 02150, Finland
Ordinary shares 100
Company name Address Ownership interest
% of
class held
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 to the liabilities of the entity.
5. Financial year end is 31 December.
6. Acquired 28 June 2024.
7. Incorporated on 14 January 2025.
8. Incorporated on 16 September 2024.
9. Acquired on 6 March 2025. Financial year end is 31 December.
(e) Investments continued
Notes to the Parent Company financial statements continued
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(f) Trade and other receivables
2025
£m
2024
£m
Amounts falling due after one year:
Amounts owed by subsidiary undertaking 2.8 3.0
Amounts falling due within one year:
Amounts owed by subsidiary undertaking 35.3 43.1
Other receivables 0.7 1.1
Prepayment and accrued income 3.0 4.1
39.0 48.3
Amounts owed by subsidiary undertakings are interest-free, unsecured and repayable on demand.
The company has no immediate intention to recall £2.8m (2024: £3.0m) 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
2025
£m
2024
£m
Amounts falling due within one year:
Trade payables 2.5 3.0
Amounts owed to subsidiary undertaking 39.1 82.5
Tax, social security and sales-related taxes 2.3 2.3
Accruals and deferred income 5.5 10.7
49.4 98.5
Prior year numbers have been restated to correct a classification error. At 31 March 2024, amounts
owed to group undertakings has increased by £4.3m, and accruals have decreased by £4.3m.
Amounts owed to subsidiary undertakings are interest-free and repayable on demand.
(h) Bank overdraft
2025
£m
2024
£m
Current
Bank overdraft 3.8 2.6
At the end of the year 3.8 2.6
(i) Deferred tax asset
2025
£m
2024
£m
Balance at 1 April 2.1 2.3
Statement of income (debit)/credit (1.2) 0.1
Other comprehensive income credit – 0.6
Statement of changes in equity debit (0.5) (0.9)
Balance at 31 March 0.4 2.1
The amounts of deferred tax assets are as follows:
Recognised
2025
£m
2024
£m
Excess of depreciation over corresponding capital allowance 0.2 0.2
Employee benefits – pension and share scheme 0.2 1.9
0.4 2.1
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 UK deferred tax assets and liabilities have been calculated based on the enacted rate of 25%.
Notes to the Parent Company financial statements continued
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(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 (2024: £2.0m). The company’s share of the retirement benefit asset
was £5.6m (2024: £3.7m).
(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 (2024: £10.0m)
in respect of bank overdraft facilities, of which £nil (2024: £nil) was drawn at the year end.
(l) Commitments
At 31 March 2025, capital commitments contracted were £nil (2024: £nil) and authorised were
£nil (2024: £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
122 to 139. There were no other significant transactions with key management personnel in either
the current or preceding year.
Notes to the Parent Company financial statements continued
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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 2025 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 2025 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 reappointed by the members of the Company at the annual general meeting for subsequent
financial periods. The period of total uninterrupted engagement including retenders and
reappointments is five years, covering the years ended 31 March 2021 to 31 March 2025.
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; and
• 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.
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.
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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
Key audit matters
2025 2024
Revenue recognition
Inventory provisioning
Valuation of Group goodwill (Andor CGU)
Materiality Group financial statements as a whole
£3.3m (2024: £3.5m) based on 5% (2024: 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, the
applicable financial reporting framework and the Group’s system of internal control. On the basis of
this, we identified and assessed the risks of material misstatement of the Group financial statements
including with respect to the consolidation process. We then applied professional judgement
to focus our audit procedures on the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit, revising the risks where necessary,
with the aim of reducing the group risk of material misstatement to an acceptable level, in order to
provide a basis for our opinion.
Components in scope
Oxford Instruments plc is a United Kingdom manufacturing and research company that designs and
manufactures tools and systems for industry and research. There are 87 separate entities across the
Group making it a very disaggregated Group. The control environment is disaggregated as different
IT systems, process, controls and finance teams are used across the components in the group.
As part of performing our Group audit, we determined the components to be business units, which
consist of individual components or branches, each with its own discrete financial information.
None of the components include more than one legal entity. These components were selected
following a detailed risk assessment. We considered the size of the component, the control
environment, and other qualitative factors, including adding an element of unpredictability.
Independent auditor’s report to the members of Oxford Instruments plc continued
For components in scope, we used a combination of risk assessment procedures and further audit
procedures to obtain sufficient appropriate evidence. These further audit procedures included:
• procedures on the entire financial information of the component, including performing
substantive procedures;
• procedures on one or more classes of transactions, account balances or disclosures; and
• specific audit procedures over certain balances
Procedures performed at the component level
For the purpose of our group audit, the group consisted of 87 components in total. These were
comprised of 39 legal entities. We performed procedures to respond to group risks of material
misstatement at the component level that included the following:
• Procedures were performed on the entire financial information of 6 components;
• Procedures were performed on one or more classes of transactions, account balances or
disclosures of 8 of components;
• Specified procedures were performed at 7 components; and
• Risk assessment procedures were performed on the remaining 66 components.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of
controls for significant estimates and judgements. This is applicable for the valuation of Retirement
Benefit asset and obligation, share based payments, FemtoTools and First Light acquisitions,
goodwill impairment review and recognition of deferred and current taxation. These are all
evaluated by Group management. We therefore designed and performed procedures centrally in
these areas.
The group operates a combination of a centralised and decentralised IT function that supports
IT processes across the components in the group. This IT function is subject to specified
risk-focused audit procedures, predominantly the testing of the relevant IT general controls
and IT application controls.
Locations
Oxford Instruments plc’s operations are spread over a number of different geographical locations.
The group engagement team visited locations in three countries out of a total of twenty-three.
Our teams (including component teams) conducted procedures in Oxford Instruments plc’s
locations in UK, United States of America, Germany and Japan.
In addition, our teams worked remotely, holding calls and video conferences with local
management, and with digital information obtained from Oxford Instruments plc.
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Changes from the prior year
As a result of the International Standard on Auditing (UK) 600 (Revised), there has been a change
in number of components scoped in and the scope of components. The change in the group audit
scope from the prior year is the decrease in the number of components where procedures on one
or more classes of transactions, account balances or disclosures on seven components compared
to the eight components in the prior year. This included the two overseas entities acquired in
the current and prior period, replacing one of the US entities, in line with cyclical rotation of
overseas components.
In the current year, the component team located in Japan performed procedures over one or more
classes of transactions, account balances or disclosures in respect of Japanese entity. In the prior
year a full scope audit was performed. This change in scope is as a result of a more risk-based
audit approach being taken.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together
with the resources needed to perform this work. These resources included component auditors,
who formed part of the group engagement team as reported above. As Group auditor we are solely
responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the
significant areas of the group audit relevant to the components based on our assessment of the
group risks of material misstatement. We issued our group audit instructions to component auditors
on the nature and extent of their participation and role in the group audit, and on the group risks of
material misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding
meetings and calls during various phases of the audit, and reviewing component auditor
documentation either in person or remotely, and evaluating the appropriateness of the audit
procedures performed and the results thereof.
Independent auditor’s report to the members of Oxford Instruments plc continued
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 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 experts 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 Task Force on Climate-related
Financial Disclosures (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’ on
pages 52 to 60 with the financial statements 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 that
were materially affected by climate-related risks and related commitments.
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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.
Key audit matter How the scope of our audit addressed the key audit matter
Revenue
recognition
(Revenue:
£500.6million
(2024: £470.4
million))
Material
Accounting policies
(p) and note 1
Given the nature of the products’ varying shipping terms and installation
arrangements, across the various divisions, there are manual
procedures involved in determining when control has passed, and
therefore revenue recognised. This is assessed by two factors: when
International Commercial Terms (“Incoterms”) have been met and when
the installation element of the sale has been completed.
Our procedures included:
Testing, on a sample basis, whether specific product revenue transactions in period 12, including those
within accrued income balances at the year end, had been recognised in the appropriate period.
Each sampled 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 Incoterms 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.
Critically reviewed journals and other adjustments around the year end where they impact revenue to
ensure they are supported and appropriate.
Key observations:
Based on the work performed, we consider revenue, in all material aspects, to be appropriately recognised
in the correct period.
Independent auditor’s report to the members of Oxford Instruments plc continued
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Inventory
provisioning
(Inventories:
£99.1million
(2024: £108.1
million))
Material accounting
policies (b) and (i)
and note 15
During our audit, we identified inventory provisioning, specifically over
raw materials, 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,
the stages of production, and the estimation processes required to
assess potential obsolescence.
Slow-moving and obsolete inventory provision (SMOP) is generally
system generated and determined with respect to the usage of the
particular item of inventory over a period of time; and in the case of
demonstration stock; the ageing of inventory. The system generated
SMOP does not consider strategic purchases or situations where
customers no longer need the product or changes in specifications.
As a result, there are manual interventions incorporated into the
estimate, leading to a high degree of subjectivity. The provision 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. The inputs that
management has used for the assumptions and methodologies have been tested to determine whether
those assumptions were appropriate.
We critically challenged management’s assessment of those provisions by obtaining evidence to support
management’s assessment. 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 reliability of the estimation process.
In addition to all of the procedures above, for certain components where ageing is used to calculate
provisions, we have assessed the appropriateness of the basis of the provision. We have also reviewed
these inventory provisions made by management, by agreeing the invoice date which was used to
calculate the age of inventory to supplier invoices, and recalculated the provisions to determine the
accuracy of the provision calculations.
Key observations:
Based on the work performed, we consider the inventory provision assessed by management to
be reasonable.
Independent auditor’s report to the members of Oxford Instruments plc continued
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Valuation of Group
goodwill (Andor
CGU)
The Group’s
accounting
estimates and
policies relating
to the impairment
of the carrying
value of goodwill
are shown in
the material
accounting policies
section ((b) and (k))
with the supporting
disclosures outlined
in note 13.
Management exercises significant judgement in determining the
underlying assumptions used in the impairment review of the Group’s
cash-generating units (“CGUs”).
These assumptions include the determination of the discount rate, CGU
forecast performance including revenue growth, adjusted operating
profit growth, and cash conversion over the measurement period.
Due to increased risk factors for the Andor CGU including poor
performance against budget, and the significance of the impairment
charge in the year, we assessed the risk on impairment to be significant
for the Andor CGU, impacting Group goodwill.
Due to these factors, we considered the valuation of Group goodwill
(Andor CGU) and the related disclosures to be a key audit matter.
We have performed the following procedures over the impairment assessment performed by management
on the valuation of goodwill on consolidation:
• We have assessed management’s determination of the Andor CGU against the criteria of IAS 38.
We also confirmed the carrying value of the CGU, and the allocation of goodwill and net assets of the
Andor CGU to the underlying consolidation, which we have performed detailed testing on.
• We have obtained, reviewed and challenged the impairment model prepared by management including
confirming their arithmetic accuracy and obtaining an understanding of the assumptions included within
the CGU forecasts.
• With the assistance of our internal valuation experts we have reviewed and assessed the
appropriateness of the post-tax weighted average cost of capital rate applied. We independently
recalculated the CGU specific post-tax weighted average cost of capital rate, based on applicable
gearing, risk and equity premiums and compared this to the rate used by management.
• We have performed retrospective review of the performance of the Andor CGU in the current year in
comparison to the budget for FY25, to inform our assessment and challenge of the assumptions applied
in the forecast.
• We challenged and assessed the appropriateness of the Andor CGU level FY26 budgets and the
expected growth rates and cash conversion assumptions within the models through agreement to
supporting documentation, for example: to confirmed orders, post year end sales, and results, and
historical performance data.
• We have challenged management on the assumptions used in their budgets and forecasts, applying
further sensitivities to test their robustness.
• Sensitivities that have been applied by management have been challenged and compared against
sensitivities deemed reasonable by the audit team ensuring that the current economic environment has
been taken into consideration.
• We have reviewed the relevant Group disclosures to assess if the relevant assumptions and sensitivity
conclusions have been correctly summarised by management based on their assessment performed.
Key observations:
We considered the judgements made by management in the impairment assessment of the Andor CGU,
and the related disclosures, to be reasonable.
Independent auditor’s report to the members of Oxford Instruments plc continued
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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
2025
£m
2024
£m
2025
£m
2024
£m
Materiality 3.30 3.50 3.10 3.15
Basis for determining
materiality
5% of Profit
before tax
5% of Profit
before tax
Lower of 2%
of net assets and
95% of group
materiality
Lower of 2%
of net assets and
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.
Net assets is considered to be the
most appropriate benchmark as
the parent entity is an investment
holding company and does not trade.
Materiality was capped at 95% (2024:
90%) of group materiality.
Performance
materiality
2.30 2.28 2.19 2.04
Basis for
determining
performance
materiality
70% of
materiality
65%
of materiality
70% 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. This has increased to 70% in the current
year based on our assessment of the aggregation risk in the current year.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component
of the Group, apart from the Parent Company whose materiality and performance materiality are
set out above, based on a percentage of between 5% and 95% (2024: 30% and 90%) of Group
performance materiality dependent on a number of factors on the size and our assessment of the
risk of material misstatement of those components. Component performance materiality ranged
from £0.1m to £2.19m (2024: £1.1m to £3.15m). The lower component materiality threshold in the
current year relates to components where specific procedures were performed only over cash.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences
in excess of £100,000 (2024: £80,000) and £95,000 (2024: £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 document entitled ‘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.
Independent auditor’s report to the members of Oxford Instruments plc continued
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Corporate governance statement
The UK 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 80;
• 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 80; and
• The Directors’ statement on whether they have a reasonable expectation
that the group will be able to continue in operation and meet its liabilities set
out on page 80.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page
144;
• Board’s confirmation that it has carried out a robust assessment of the
emerging and principal risks set out on pages 71 to 72;
• The section of the annual report that describes the review of effectiveness
of risk management and internal control systems set out on pages 69 to 78;
and
• The section describing the work of the audit committee set out on pages
109 to 115.
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.
Independent auditor’s report to the members of Oxford Instruments plc continued
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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.
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 an 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
legislations, UK 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 bribery
legislation, modern slavery and data protection.
Our procedures in respect of the above included:
• Review of minutes of meetings 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 meetings of those charged with governance for any known or suspected
instances of fraud;
• 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.
Independent auditor’s report to the members of Oxford Instruments plc continued
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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 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, assumptions used in determining
adjusting items, FemtoTools and First Light acquisitions review, revenue recognition of bespoke
NanoScience contracts in relation to sale of QX systems, and assumptions used in determining
the defined benefit pension liability;
• In response to the risk of fraud in revenue recognition, the procedures set out in the key audit
matters section above; and
• Review of the consolidation and, in particular, any late journals posted at consolidated level or
to the financial statements.
We also communicated relevant identified laws and regulations and potential fraud risks to all
engagement team members, who were all considered 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 auditors, 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
12 June 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
Independent auditor’s report to the members of Oxford Instruments plc continued
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Historical financial summary
2021
£m
2022
£m
2023
£m
2024
£m
2025
£m
Consolidated Statement of Income
Revenue 318.5 367.3 444.7 470.4 500.6
Adjusted operating profit
1
56.7 66.3 80.5 80.3 82.2
Intellectual property litigation settlement (0.4) (0.4) – 3.3 –
Transaction-related costs (0.4) (0.4) – (1.0) (1.9)
Impairment of goodwill – – – – (26.0)
Release of provision on disposal – – 0.4 – –
Adjustments relating to defined benefit pension schemes – – – (0.4) –
WITec post-acquisition gross margin adjustment – (1.7) (0.5) – –
Restructuring costs and charges associated with
management changes – – (0.4) (3.7) (7.8)
Intellectual property litigation costs – – (0.5) (0.4) –
Impairment of capitalised development costs (1.3) – (0.8) – –
Amortisation and impairment of acquired intangibles (8.4) (9.5) (9.3) (9.1) (9.1)
Fair value movement on financial derivatives 6.4 (6.4) 3.0 (0.7) (0.3)
Release of contingent consideration – – – – 2.1
Operating profit 53.0 48.3 72.4 68.3 39.2
Net financing (costs)/income (0.8) (0.7) 1.1 3.0 0.6
Profit before taxation 52.2 47.6 73.5 71.3 39.8
Income tax expense (10.4) (9.0) (14.9) (20.6) (13.8)
Profit for the year 41.8 38.6 58.6 50.7 26.0
Adjusted profit before tax 55.9 65.9 82.0 83.3 83.4
2021
£m
2022
£m
2023
£m
2024
£m
2025
£m
Consolidated Statement of Financial Position
Property, plant and equipment 21.1 31.7 59.3 80.5 85.6
Right-of-use assets 7.3 17.9 31.4 32.4 29.9
Intangible assets 122.6 140.7 132.1 138.2 121.8
Long-term receivables – – 0.5 1.3 1.0
Deferred and current tax 3.9 (5.4) (2.9) (5.8) (2.2)
Inventories 58.7 65.3 81.4 108.1 99.1
Trade and other receivables 76.0 95.8 115.2 117. 2 128.4
Trade and other payables (121.4) (141.0) (160.6) (166.3) (158.3)
Lease liabilities – current (2.6) (3.5) (5.2) (4.8) (4.5)
Net assets excluding net cash 166.6 201.5 251.2 300.8 300.8
Cash and cash equivalents 128.0 96.4 112.7 97.8 94.1
Bank overdrafts (30.4) (8.7) (11.2) (12.3) (8.8)
Bank borrowings – (1.8) (1.3) (1.7) (0.9)
Net cash 97.6 85.9 100.2 83.8 84.4
Lease liabilities – non-current (4.9) (14.9) (26.2) (28.6) (26.7)
Provisions (9.4) ( 7.8) (7.6) (6.4) (5.9)
Retirement benefit obligations 16.3 51.7 26.4 16.1 23.5
Net assets employed/capital and reserves
attributable to the company’s equity holders 266.2 316.4 344.0 365.7 376.1
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2021
£m
2022
£m
2023
£m
2024
£m
2025
£m
Cash flows
Net cash from operating activities 42.0 49.1 66.5 42.4 49.1
Net cash used in investing activities (5.1) (45.6) (36.4) (37.5) (27.4)
Net cash used in financing activities (30.5) (15.7) (16.6) (18.0) (18.4)
Net increase/(decrease) in cash equivalents 6.4 (12.2) 13.5 (13.1) 3.3
pence pence pence pence pence
Per ordinary share
Earnings – continuing 72.8 67.1 101.6 87.7 44.8
Adjusted earnings
1
78.6 94.3 112.7 109.0 112.4
Dividends 17.0 18.1 19.5 20.8 22.2
Employees
Average number of employees 1,619 1,878 2,027 2,244 2,334
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.
Historical financial summary continued
CBP030752
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Oxford Instruments plc
Tubney Woods,
Abingdon,
Oxfordshire.
OX13 5QX.
t: +44(0)1865 393200
e: investors@oxinst.com
www.oxinst.com