ANNUAL REPORT AND ACCOUNTS 2025
POWERING
PROGRESS

Diploma PLC is a group of specialist businesses that provide critical products and
value‑added services to customers across a wide range of markets – where quality,
reliability and expertise matter most. We help our customers run smarter, safer and stronger.
We provide the bolts that hold planes and race cars together, design the sealsthat make
wind turbines work and help surgeons find the best solutions to save lives.
POWERING
PROGRESS
IN MORE PLACES THAN YOU’D IMAGINE
ADVANCED
TECHNOLOGIES
FOR CRITICAL
APPLICATIONS
HIGH PERFORMANCE
SOLUTIONS THAT
POWER PROGRESS
TECHNOLOGICAL
INNOVATIONS
THATDRIVE BETTER
PATIENT OUTCOMES
Life SciencesControls Seals
READ MORE ON PAGE 22 READ MORE ON PAGE 26 READ MORE ON PAGE 30

READ MORE IN OUR TALENT REVIEW ON PAGES 12-13
We believe in doing the right thing, even when it’s
challenging, because integrity is non‑negotiable
Accountability is paramount, holding us responsible
for our actions and decisions
We firmly believe in growing together and becoming
greater thanthe sum of our parts
We are down to earth maintaining a culture of humility
and approachability
Strategic Report Corporate Governance Financial Statements Additional informationCorporate Governance Financial Statements Additional information
CONTENTS
STRATEGIC REPORT
2 2025 highlights
3 About us
4 Investment case
5 Chair’s statement
6 CEO’s review
9 CFO’s review
12 Talent review
14 Our business model
16 Our strategy
20 Key performance indicators
22 Sector review: Controls
26 Sector review: Seals
30 Sector review: Life Sciences
34 Financial review
38 Delivering Value Responsibly
42 Risk management and
internalcontrol
49 Engagement with stakeholders
andsection 172 statement
53 Viability statement
54 Non‑financial and sustainability
information statement
CORPORATE GOVERNANCE
56 Chair’s introduction to governance
58 Governance at a glance
60 Board of Directors
65 Audit Committee Report
71 Nomination Committee Report
76 Remuneration Committee Report
98 Directors’ Report
FINANCIAL STATEMENTS
102 Independent auditors’ report
110 Consolidated income statement
111 Consolidated statement
ofcomprehensive income
112 Consolidated statement
ofchanges in equity
113 Consolidated statement
offinancial position
114 Consolidated cash flow statement
115 Notes to the consolidated financial
statements
145 Group accounting policies
154 Parent company statement
offinancial position
154 Parent company statement
ofchanges in equity
155 Parent company accounting policies
156 Notes to the parent company
financial statements
ADDITIONAL INFORMATION
157 TCFD statement
162 Glossary
163 Subsidiaries of Diploma PLC
166 Alternative performance measures
168 Five year record
IBC Shareholder information
DISCOVER MORE ABOUT DIPLOMA
AT DIPLOMAPLC.COM
ACCOUNTABILITY AND
EMPOWERMENT UNDERPIN
OURSUCCESS
Our culture plays a critical role in supporting growth. Our
decentralised model empowers local business leaders while
maintaining FTSE‑level controls and governance. We have five
core values that guide our decision‑making and actions:
We are customer-centric, ensuring that our
customers’ needs remain at the forefront
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 1

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 20252
7-year CAGR:
18% revenue
7% organic growth
18% EPS
2025 HIGHLIGHTS
11
%
Organic revenue growth
Model: 5%
21
%
Adjusted EPS growth
Model: Double digit
105
%
Free cash flow conversion
Model: 90%
0.8
X
Net debt/EBITDA
Model: <2.0x
20.9
%
Return on adjusted trading
capital employed (ROATCE)
Model: High teens
5
%
Dividend growth
Model: 5%
12
%
Revenue growth
Model: 10%*
* At constant currency.
22.5
%
Adjusted operating
profitmargin
Model: 20%+
HIGHLIGHTS
READ MORE ON PAGE 9
A GREAT YEAR, ADDINGTO
OUR STRONG
TRACK RECORD
LONG-TERM TRACK RECORD
Sustainable quality compounding is the result of
ambitionwith discipline. Our business model andstrategy
are designed to support the delivery ofambitious organic
growth at high margins and withgreat capital returns.
OUR MODEL DELIVERS COMPOUNDINGGROWTH...
• Very strong organic growth of 11% ‑ volume‑led growth in all three Sectors
• Reported growth of 12%, +3% from net acquisitions partially offset
by foreign exchange
• Margin up 160 basis points to 22.5% ‑ demonstrating the quality
ofourportfolio
• Strong EPS growth of 21% – reflecting our ambition
• Return on capital up 180 basis points to 20.9% ‑ demonstrating
our discipline
• Acquisition momentum ‑ six deals since start of Q4 for c.£90m.
Healthy pipeline
• Financial firepower - strong cash generation and modest leverage
at 0.8x
...BUILDING ON OUR LONG TRACKRECORD OF DOUBLE-DIGIT
REVENUE AND EARNINGS GROWTH
Adjusted EPS Revenue
2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Strategic Report Corporate Governance Financial Statements Additional information
ABOUT US
READ MORE ON PAGE 22 READ MORE ON PAGE 26 READ MORE ON PAGE 30
A DIVERSE GROUP OF BUSINESSES
DELIVERING CRITICAL SOLUTIONS
WHO WE ARE
Diploma PLC is a group of specialist
businesses that provide critical
products and value‑added services
to customers across a wide range
of markets – where quality, reliability
and expertise matter most.
WHERE WE OPERATE
% Group revenue*
WHAT WE DO
55%
Group revenue
29%
Group revenue
16%
Group revenue
Advanced technologies for critical
applications in aerospace, energy,
infrastructure, medical and rail.
Our businesses provide wires and
cables, connectors and automation
parts for use in high‑tech industries and
equipment, from aircraft and F1 cars to
datacentres and medical devices.
Our businesses Our businesses Our businesses
Reliable, high-performance sealing and
fluid power solutions that protect
equipment, power innovation and
drive uptime across industries.
Our businesses provide gaskets,
hydraulic hoses and fittings for
maintaining heavy machinery and
vehicles, from tractors to wind turbines.
Smart solutions that advance
diagnostics, drive better patient
outcomes and improve lives.
Our businesses provide medical
equipment, lab products and
diagnostics equipment for use
inhospitals and test labs.
A
CCUSCIENCE
Controls Seals Life Sciences
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 3
North America: 53%
Europe: 19%
UK: 18%
Australia/other: 10%
* Pro forma revenue adjusted for acquisitions and
disposals completed up to 18 November 2025.

DISCIPLINED
DELIVERY
AMBITIOUS
GROWTH
Strategic Report
Diploma delivers sustainable quality compounding, consistently balancing ambition with discipline. We have along track record
of profitable growth which has accelerated in recent years, delivering 18% compound annual EPS growth over the last 7 years.
DELIVERING SUSTAINABLE
QUALITY COMPOUNDING
INVESTMENT CASE
READ MORE ON PAGE 6
SUSTAINABLE QUALITY COMPOUNDING
Differentiated value‑add
business model
Structurally growing end
marketexposure
Significant white space
Quality and diversity
of portfolio
Fragmented markets and large
acquisition pipeline
Strong M&A competitive
advantage
Intensely returns
focused
Highly cash
generative
Disciplined capital
allocation
Tight portfolio
management
Depth and quality
ofmanagement
Powerful decentralised
culture
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 20254

Strategic Report Corporate Governance Financial Statements Additional information
CHAIR’S STATEMENT
POWERING PROGRESS
THROUGH
OURCULTURE
Our colleagues are the cornerstone
of Diploma’s success and our culture
and values play a pivotal role in
fostering employee engagement and
development. Last year, we introduced
employee engagement as part of our
executive remuneration package. Our
Group Colleague Engagement scores
continue to indicate excellent levels
of engagement across the Group at
78%. Over the last year, members of
the Board have had the opportunity
to meetwith colleagues in the US,
Canada, the UK and Europe across
allthree Sectors of the Group. It is
veryimportant to me that the Board
spends time in the businesses and we
will continue to do so throughout FY26.
Board changes
We have a strong Board, which is
wellplaced to represent the interests
ofourshareholders and wider stakeholders
in the years ahead.
I was delighted to welcome Katie
Bickerstaffe as Senior Independent
Director and Ian El‑Mokadem as
Independent Non‑Executive Director
to the Board on 1 October 2024 and
15 January 2025, respectively. Their
appointments have strengthened
the Board’s collective skillset, with
both bringing extensive business and
operational experience from their roles
as chief executives.
Chris Davies resigned as Group CFO
in August 2025 following a company
event where his personal behaviour did
not meet the high standards Diploma
requires. His resignation was unrelated
to the Group’s financial performance.
We thank Chris for his contribution
during his time with Diploma.
Wilson Ng was subsequently appointed
Acting Chief Financial Officer. The Board’s
confidence in Wilson – who had held the
position of Group Financial Controller
for three years – has been borne out
by the diligence and commitment he
has demonstrated during his first few
months in role. A process to identify a
permanent successor is well underway.
Dividends
Diploma has a progressive dividend
policy that aims to increase dividend
per share by 5% each year. We see this
as an important part of compounding
discipline. Based on the strong performance
in the year, the Board is recommending
a final dividend of 44.1p (2024: 42.0p).
makingthe proposed full year dividend
62.3p (2024: 59.3p), a 5% increase.
Looking forward
Diploma is very well positioned to
continue its success. Whilst some
markets remain challenging, we are
confident that the diversity of our
businesses and end markets and
the strength of our business model,
combined with the dedication of
our colleagues, will drive strong
performance into the future.
On behalf of the Board, I would like
to thank all of our colleagues for their
enormous contributions to Diploma’s
success over the last year as we look
forward to the year ahead.
David Lowden
Chair
This has been another strong
year for Diploma. We have not
only delivered an excellent
financial performance, we
have also continued to evolve
as an organisation that values
its people, embraces change
andremains resilient in the face
ofachangingworld.
Fostering an empowered
andpositive culture
Our powerful decentralised culture,
characterised by its entrepreneurial
spirit, accountability and exceptional
leadership, has been instrumental in
delivering strong financial performance.
Diploma fosters a shared culture that
celebrates the unique strengths of
each business and drives our collective
success. Across the Group, our teams
continue to demonstrate ambition and
resilience, even in some challenging
market conditions.
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 5

Strategic Report
6 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
CEO’S REVIEW
ANOTHER YEAR OF STRONG
PERFORMANCE AND
GREAT PROGRESS
That discipline is central to how we
approach acquisitions. We have
welcomed seven new, high‑quality
businesses across our three Sectors,
including six since the start of July.
Wealso divested some small businesses
– an infrequent but important part of
our portfolio discipline.
I thank all my brilliant colleagues whose
performance and progress collectively
drives great results. It’s been another
great year for Diploma.
On a journey
Diploma today is not the same
business I joined in 2019. Then, we
were a UK‑centric, industrial‑focused
distribution group ‑ a very successful
one. Over several decades, we had
delivered significant growth and
shareholder returns. This success was
built around two key features – strong
value‑add customer propositions and
a powerful decentralised culture. It is
the same two features that underpin our
success today – our secret sauce. But,
over the last few years we have evolved.
We have become more ambitious.
Wehavebecome more focused.
Wehave maintained discipline.
Through our strategy we have driven our
businesses to think bigger than the niche
they once operated in – expanding into
new end markets, across geographies
and into broader product sets.
This evolution has strengthened us.
Ithas diversified our businesses and
ourportfolio and accelerated our
growth. We are now more resilient
toeconomic cycles.
In 2019, our portfolio was narrower
andmore exposed to industrial cycles.
We continue to succeed in the same
spaces, driving growth as we take
our strong value‑add propositions
to thousands of customers, but
today, theyrepresent a much smaller
proportion of our portfolio. We have
broadened our exposure to attractive
markets in structural growth – aerospace,
clean energy, diagnostics, datacentres,
to name a few. This has, in turn, made
our growth more structural.
As in the past, we have continued to
effectively deploy capital into bolt‑on
acquisitions, maintaining the discipline
Diploma has always been known for.
More recently, we have scaled our
acquisition capabilities – welcoming
new talent, improving processes and
adding strategic focus. And, we have
grown our pipeline – this gives us the
freedom to walk away from anything
that doesn’t meet our high bar.
We have achieved a lot. But we’re only
getting started. The opportunities
ahead are vast, and exciting. We are
building an ever‑stronger platform to
continue delivering sustainable quality
compounding long into the future.
This has been a year of strong
financial performance and great
strategic progress, building on
a decades‑long track record
ofcompounding growth and
strong returns.
Organic growth is our priority. This year
it has exceeded our expectations at 11%.
High margins reflect the strength ofour
value‑add customer propositions. This
year we improved operating margin
by 160 basis points, to 22.5%. Strong
cash generation builds our firepower
for investment. This year, free cash flow
conversion was very strong at 105%.
We have a robust balance sheet with
modest leverage.
We run Diploma by balancing ambition
with discipline. Adjusted earnings
per share growth of 21% reflects our
ambition. Return on capital (ROATCE) of
20.9% demonstrates the discipline that
we live and breathe. The combination of
our ambition and our discipline delivers
sustainable quality compounding.

Strategic Report Corporate Governance Financial Statements Additional information
CEO’S REVIEW CONTINUED
Strategic progress
The Group’s strategy is to build
high‑quality, scalable businesses
forsustainable organic growth.
ORGANIC GROWTH IS OUR PRIORITY
Our ambition is reflected in our organic
growth. Our success is driven by it.
We drive organic growth through three
buckets: increasing our exposure into
structurally growing end markets;
expanding further into core developed
geographies; and extending our product
range to expand addressable markets.
This strategy drives both sustainable
organic growth and increased resilience.
This has been another great year for
organic growth. Peerless, Clarendon,
Windy City Wire, and Life Sciences
North America, have been stand‑out
performers, all delivering double‑digit
organic growth. Impressive performances
driven by impressive teams. But, I am
as pleased with the businesses that
haven’t delivered such strong growth
but have dug deep and delivered great
improvement in tough markets – Hercules
OEM and DICSA, to name a couple.
Our strongest performances have been
supported by attractive end market
positions – aerospace, datacentres,
diagnostics. It is in strategic end market
expansion where we see some of our most
exciting opportunities in the years ahead.
We’re investing behind this,
selectivelyintroducing strategic
marketexpertise in some key focus
areas to accelerateprogress.
We have identified a number of attractive
growth markets. We already have
an established presence in some
of these markets ‑ for example,
aerospace, defence, infrastructure, in
vitro diagnostics – and we are seeking
opportunities to extend our presence.In
other markets – for example, datacentres,
automation, clean energy, scientific ‑ we
are in the early stages of establishing a
presence and are building on the great
work that has already been happening
tomake these parts of the business more
meaningful. And, there are some markets
that we’re exploring – for example, water
treatment, energy storage, nuclear ‑
where we have a very small footprint
today. There is a lot for us to go for.
TARGETED ACQUISITIONS
ACCELERATE ORGANIC GROWTH
Since 2019, we’ve acquired 48
businesses investing £1.4bn to drive
future organic growth and strong returns.
Some newly acquired businesses
are quick out of the starting blocks,
surpassing our expectations in year
one.Others take a little longer, requiring
more effort and perhaps more change
than we anticipated. But, they all
deserve their place in our portfolio.
We have seen strong acquisition
momentum in recent months. This
follows a period of more modest
investment, reflecting the challenging
market. Macro events have created
uncertainty and we’ve seen fewer
quality assets coming to market. I’m
delighted with the acquisitions we have
made – seven deals for a total of £93m.
And I’m pleased with the momentum we
are seeing ‑ six deals since the start of Q4.
Our pipeline is very healthy – bigger
than ever and filled with opportunities
to unlock growth across exciting,
fragmented markets. We have a
disciplined process that prioritises
quality over quantity and ensures
an intense focus on returns. Our
proposition to sellers is compelling
– cementing us as a buyer of choice.
There’s lots to go for and we have
considerable financial firepower.
READ MORE ABOUT OUR STRATEGY ON PAGE 16
SCALING FOR SUSTAINABLE GROWTH
We probably talk more about the ‘grow’
part of our strategy than the ‘scaling’
part. They’re equally important.
If we don’t scale at the same pace
as our growth, our growth can’t be
sustained. And, if we don’t preserve
oursecret sauce as we scale, our
growth won’t be sustained.
The majority of my time is spent on
building capability. It’s our biggest driver
of success. Every one of the 3,400
people in Diploma is on their own scaling
journey – myself included. As our leaders
develop and grow, their teams also step
up, so that our capabilities continue to
build at every level of the organisation.
We further build on the investments
we make in developing our people
by bringing in new talent as well.
Growing future succession within
our Group is critically important and
is something we’re very focused on
– but it’s something that takes time.
Our recently‑launched graduate
programme, in the US and the UK, is
designed to develop our businesses
and build the leaders of tomorrow.
It’sthe first programme we’ve run and
it’s something I’m very excited about.
The new year has seen a Group‑wide
focus on scaling our capabilities in
Sales Excellence. Following a fantastic
event earlier in the year which brought
together 75 leaders from across every
business in the Group to share, learn
and collaborate, our businesses are
now driving improvement through the
individual sales excellence plans they all
developed. I’m excited about what they
will deliver.
In the coming year, we will be selectively
investing in specialist strategic market
expertise, introducing a number of roles
that will focus on specific markets to
accelerate future growth.
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 7

Strategic Report
CEO’S REVIEW CONTINUED
At the same time as consciously
scaling our businesses and our Group,
we consciously preserve our secret
sauce. Our differentiated culture
of commerciality, accountability,
and continuous improvement is
thriving in our businesses. And we
complement that with a connectivity
and performance ownership mentality
across our decentralised Group.
When coupled with our value‑add
propositions, this drives loyalty and
share of wallet, reputation and market
share potential, and pricing power
andstrong margins.
Delivering Value Responsibly
Our businesses deliver essential products
and services that help industries run
smarter, safer and stronger – whether
that’s providing life‑saving healthcare
solutions, enabling renewable energy
generation or supporting a circular
economy through aftermarket repairs.
Our Delivering Value Responsibly (DVR)
framework focuses on three themes – our
people, doing business responsibly, and
the environment ‑ through which we can
have a meaningful, positive impact. There
are some great success stories from the
year – including solid progress on health
and safety, colleague engagement and
inclusion – making Diploma an even safer,
better and fairer place to work.
An exciting future
FY26 is off to a strong start.
We remain focused on executing
our strategy of building high‑quality,
scalable businesses for organic
growth. By continuing to effectively
balance ambition and discipline we
are confident in continuing to deliver
sustainable quality compounding over
the long term, in good times and bad.
I am fuelled by excitement for what
Diploma can deliver in the years to
come. We’re just getting started.
Johnny Thomson
Chief Executive Officer
READ MORE IN OUR TALENT REVIEW ON PAGE 12 READ MORE ABOUT OUR PEOPLE ON PAGE 39
Energetic
mood
Highly engaged
colleagues
A powerful, thriving
decentralised
culture
Developing
the next
generation
of leaders
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 20258

Strategic Report Corporate Governance Financial Statements Additional information
FURTHER COMMENTARY RELATING TO THE
FY25 FINANCIAL RESULTS CAN BE FOUND
IN THE FINANCIAL REVIEW ON PAGES 34-37
CFO’S REVIEW
AMBITIOUS GROWTH
DISCIPLINED
DELIVERY
Structural growth markets
drivestrong organic growth
Organic growth is our first priority
and is what our strategy is designed
to deliver. Our value‑add businesses
drive growth through end‑market
exposure, geographic expansion
andproductextension.
Our portfolio is well diversified and it is
increasingly more exposed to structural
growth end markets. Historically, we
have grown organically at an average
of 5%. Over the last 7 years, we have
stepped this up to 7%.
We delivered 11% organic growth in FY25.
As always in a portfolio, performance
varied across our businesses. We have
seen some impressive double‑digit
growth in a number of businesses,
supported by market tailwinds and driven
by strong execution. We have seen some
more challenged performances, hindered
by market conditions in many cases.
Our strategy is to accelerate our organic
growth with targeted acquisitions, and
our financial model demonstrates that
we can deliver double‑digit revenue
growth within our leverage policy.
We do not set specific annual targets
for acquisitions. We’re focused on the
right deals, not the number of deals
–ambition with discipline.
On average, since FY19, net
acquisitions have added 11% per
annum to the top line. This year, has
been lower, at 3%, reflecting more
modest investment in bringing new
businesses into the Group, as well
assome small disposals.
Value-add solutions drive
highoperating margin
This year, we delivered an operating
margin of 22.5%, an increase of 160
basis points on the prior year. Again,
this is the portfolio effect, as some
businesses saw a meaningful step up
– such as Peerless – while others saw
a dip in margins – such as some of our
Life Sciences businesses. Reflecting
our local‑for‑local business models,
we have limited exposure to tariffs.
Where we do have exposure, we have
successfully passed through pricing
and margins have not been impacted.
Diploma’s operating margins are
sustainable above 20%. This is
underpinned by our strong value‑add
customer propositions. Margins have
structurally stepped up over recent years.
This reflects operational leverage and
accretive margins in recent acquisitions,
alongside continued reinvestment.
Our diversified portfolio delivers a broad
range of operating margins. Typically,
our lower margin businesses have lower
asset intensity, whilst those requiring
more inventory to support their customer
propositions are compensated with higher
margins. What is most important isthe
return each business generates.
Our financial model recognises that
each business should deliver sustainable
operating leverage. However, three factors
mean margins may not expand every year:
1) business mix; 2) the margin profile of
acquired businesses; and 3) the level of
reinvestment. In the coming year, we will
be upweighting investment in capability,
selectively introducing strategic end
market expertise, enhancing our assurance
platforms, and building our general
management capabilities.
The combination of our growth and
margin drives the double‑digit adjusted
earnings per share growth included
in our financial model. This year,
wedelivered 21% growth.
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 9

Strategic Report
Capital-light model drives strongcash conversion
Our capital‑light business model drives strong cash conversion, and this means we have significant firepower
to invest inourgrowth.
Our financial model demonstrates a sustainable 90% conversion through our disciplined approach.
FY25 cash conversion was105%. Working capital increased by less than prior year while growing organic
revenue by 11%. Capital expenditure at 1% ofrevenue was below the 2% we typically expect.
Ingrained discipline drives
strongreturns
Our key returns metric, Return on
Adjusted Trading Capital Employed
(ROATCE), adds back accounting
adjustments, such as acquisition
related amortisation. This means our
performance is driven by genuine
economic factors. We believe our
optimal returns range is high‑teens,
while deploying significant capital
withdiscipline.
FY25 returns stepped a little above this
level – a very strong 20.9%, up by 180 basis
points on the prior year. This is a reflection
of: 1) a lower level of acquisition spend in
the year; and 2) exceptional returns from
the FY24 acquisition, Peerless. While this
year’s performance has been very strong,
delivering a Group return on capital of over
20% is not our goal. The high‑teens sweet
spot for Diploma reflects the right level
of disciplined investment for growth.
Achieving this requires both consistent
operational discipline and a disciplined
approach when making acquisitions.
We have simple but strict criteria for
potential acquisitions and we focus on
the time needed to reach our required
level of returns.
Sustainable Quality Compounding
Sustainable quality compounding combines ambition with
discipline. Our business model and strategy are designed
to support the delivery of strong organic growth, at high
margins andwith great returns on capital. As a result, we
have a long track record of delivering ambitious compounding
earningsgrowth.
Our financial model lays out how we will continue to deliver
this in a set of medium‑term financial outcomes. This has
consistently delivered superior shareholder returns and will
continue to drive compounding value over the long‑term.
CFO’S REVIEW CONTINUED
AMBITION... ...WITH DISCIPLINE
MODEL FY25
Organic revenue growth
isourfirstpriority
5% 11%
Total revenue growth
acceleratedby qualityacquisitions
10%* 12%
Value-add drives strong
adjusted operatingmargins
20%+ 22.5%
Compounding
adjusted EPSgrowth
Double
digit
21%
MODEL FY25
Capital-light business model
drives strong cashconversion
90% 105%
Capital stewardship focused
on strong ROATCE
High
teens
20.9%
Balance sheet discipline
maintains prudent leverage
<2.0x 0.8x
Return to shareholders
withaprogressive dividend
5% 5%
* At constant currency.
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202510

Strategic Report Corporate Governance Financial Statements Additional information
CFO’S REVIEW CONTINUED
Since the start of FY25, we have
completed seven deals for a combined
investment of c.£93m at an average EBIT
multiple of 8x (including two deals after
year end for c.£37m). This more modest
investment than our recent average is itself
a clear demonstration of our disciplined
approach. While many more opportunities
were considered, we walked away from a
lot of deals during the year because they
were not right for Diploma.
We are as disciplined about the effective
recycling of capital as we are about its
deployment. Over the past five years, we
have completed nine disposals at average
multiples of 6x, including some small
disposals during FY25 for a combined
£47m, at average multiples of 6x.
Wedon’t divest due to underperformance
– we see that as our job to resolve –
but we view it as key to responsible
stewardship of capital to find new homes
for businesses that no longer align with
our strategy or business model. While
portfolio discipline is very important to
our strategy, we have a collection of high
quality businesses and do not expect to
make divestments on a regular basis.
Balance sheet discipline
drivesfirepower
Our Board policy is to maintain the net debt
to EBITDA ratio (leverage) below 2x, with
covenants allowing up to 3.5x. As a result
of our strong cash generation, leverage
reduces at approximately 0.4x per annum.
Reflecting the more modest investment
in acquisitions made during the year, we
ended FY25 with a leverage ratio of 0.8x.
There is, therefore, significant headroom
for future investment.
We maintain a well‑supported balance
sheet. Over the last 18 months, we
have secured £885m, through the
combination of our revolving credit
facility and US private placement
notes,termed in tranches out to 2036.
To build our financial firepower to fund
our growth ambitions, we intend to raise
further finance over and above the existing
level of our facilities while staying within
the guidelines of our financial model.
Progressive dividend enhances
strong shareholder returns
Paying a progressive dividend is integral to
our discipline and we have a 25-year track
record of doing so. Our financial model
includes dividends growing by 5% per
annum. The 62.3p dividend proposed for
FY25, represents a 5% increase.
FY26 guidance
We expect another strong performance in
FY26. Organic growth is expected to be
6%. This is significantly weighted to the
first half reflecting the very strong H2’25
comparator. Operating margin is expected
to be flat at c.22.5%.
Acquisitions announced to date, net of
disposals, will contribute 2% to reported
revenue. Of course, any further acquisitions
made throughout the year will increase
thiscontribution.
Wilson Ng
Acting Chief Financial Officer
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 11

Strategic Report
12 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TALENT REVIEW
EMPOWERING
OUR PEOPLE
on resetting and building leadership
capability across our MDcommunity.
In recognition of the importance of these
roles, we have enhanced the remuneration
framework for our MD cohort to attract
and retain the highest‑quality talent. We
strengthened our leadership bench by
refreshing our MDcohort with external
hires, while alsopromoting internal talent
into senior roles to support succession
and growth. This investment reflects a
considered reset in how we approach
leadership — viewing it not as a one‑off
initiative, but as an ongoing, deliberate
practice essential to sustaining our
performance and delivering on our
long‑term ambitions.
Building the right skills and capabilities is
critical to the success of our MDs. During
the year, we ran a leadership development
event tailored specifically to the demands
of being an MD in Diploma. It was
designed to stretch and inspire, helping
leaders deepen their capabilities and
confidence in driving growth. Alongside
this, we committed time to personally
discuss the development plan of every
MD, ensuring each leader had clarity and
support for their individual growth journey.
Building succession for the future
It is critical to our long‑term success
that we have a strong and sustainable
succession pipeline. Preparing the
next generation of leaders is central
toensuring our business continues
togrow with strength and agility.
We were excited to launch our first
graduate programme in early FY26.
Theprogramme, running in both the
US and the UK, is designed to develop
talent across our businesses and build
the leaders of tomorrow. Our first
cohort will join us later this financial
year, marking an important milestone in
our journey to build a diverse and robust
pipeline. In tandem with this, we are
focused on building the bench strength
required to lead and grow our business
through identifying and nurturing key
high‑potential talent in the organisation.
We have taken considered action to
strengthen our leadership infrastructure,
including our Sector leadership, business
CFOs and HR leaders, as well as the
addition of experienced sales leadership
across a number of businesses to
accelerate growth. Scaling the Group
is akey part of our strategy. As our
footprint grows, we are evolving our
structures and capabilities to ensure we
remain fit for the future. Aligned with our
growth strategy we undertake targeted
analysis of key markets, such as the US,
to ensure access to broad and diverse
talent poolsthat will enable us to keep
pace with the scale of our ambitions.
Together, these actions reflect our
commitment to capability development
and succession — laying the foundations
today for a leadership pipeline that will
drive long term success.
Diversity, equity and inclusion
A diverse, equitable and inclusive
culture is a competitive advantage.
Itsupports our growth by bringing diverse
perspectives and experience to our
workforce, delivering better outcomes.
Our goal is to create an inclusive culture
inwhich everyone can thrive.
Our people and culture are the
foundation of our growth, and
strong leadership is a critical factor
as we continue to scale. As a
decentralised and lean organisation,
strong leadership empowers local
accountability, ensures agility,
anddrives performance.
Exceptional leaders set the tone for our
culture, inspire colleagues and create
the conditions for brilliant execution.
Building and sustaining a diverse pipeline
of future leaders is therefore one of
our highest people priorities. Alongside
this, we continue to foster an engaging
culture that motivates colleagues to
deliver outstanding service to our
customers each and every day.
Fuelling growth through leadership
Our growth is only possible through the
strength of our leaders. In a decentralised
organisation like ours, the role of the
business Managing Director (MD) is
pivotal — bringing strategy to life locally,
empowering teams and ensuring agility
in execution. Recognising this, during
the year we placed renewed emphasis

Strategic Report Corporate Governance Financial Statements Additional information
READ MORE ABOUT OUR DVR FRAMEWORK ON PAGES 38-41
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 13
TALENT REVIEW CONTINUED
on the previous year, it remains well
above the external benchmark of 68%,
underscoring the strength of our culture
and leadership. Notably, our Learning &
Development score increased by 14%,
reflecting the positive impact of targeted
investments in capability‑building. Key
initiatives included the roll‑out of a
comprehensive line manager training
programme, expanded access to online
learning modules, and a greater emphasis
on apprenticeships across several UK
businesses. These actions are integral to
our strategy of developing internal talent
pipelines, strengthening capability, and
supporting higher levels of engagement,
retention, and performance over the
longterm.
By FY30 we are targeting 40% female
representation across our Top 150
(Senior Management Team). We are
making steady progress, with 32%
women in our SMT compared with
20%in FY19. Within the Executive Team,
gender diversity has improved from
10%in FY23 to 30% in FY25.
Across the Group, women represent
32% of the total workforce, a 1.3
percentage point increase since FY24.
Our continued focus on senior hiring
has helped to deliver a shift in gender
balance and we were delighted to
feature in this year’s FTSE Women
Leaders Review, recognised as one
ofthe top three FTSE 100 companies
that have made considerable progress
in our senior leadership representation.
Beyond gender, 10% of our senior
management team is from an ethnic
minority background and we have
increased the ethnic diversity of our
Executive Team to 20%, which combined
means that 50% of the Executive Team
have a diverse characteristic. Within our
corporate centre, diversity continues
to improve, and we are delighted to
report that 71% of our employees have
adiversecharacteristic.
Being representative of the
communities in which we operate
remains a priority and a source of
strength for our business. To underline
this commitment, and in line with the
Parker Review recommendations, we
have set ourselves an ethnicity target
for Senior Leadership by FY27. We
continue to focus on building diversity
through inclusive hiring, intentional
leadership, and by actively celebrating
the diversity of our colleagues.
Culture
Our culture remains a key differentiator.
As a decentralised, service‑led business,
engaged teams are fundamental to both
performance and growth. Protecting and
strengthening colleague engagement
is therefore essential to maintaining our
cultural advantage, particularly during
periods of rapid growth and change.
To underline this, the remuneration of
senior leaders now has a direct link
toengagement outcomes.
In FY25, our employee engagement
score was 78%. While this represents
a modest 1 percentage point decline
POWERING PROGRESS
THROUGH
OURPEOPLE
75
leaders
Looking ahead, we remain focused
onfostering high levels of engagement
and further strengthening our culture.
Continued investment in leadership
and colleague development will ensure
that our culture continues to be a
source of competitive advantage as we
grow. A disciplined focus on capability
development remains a key enabler
of Diploma’s high‑growth strategy —
ensuring we have the leadership depth
and organisational resilience to deliver
sustained performance.
Donna Catley
Group HR Director
In April, we brought together business
leaders from across the Group for a two‑day
event in London focused on delivering Sales
Excellence. This was a great opportunity
for teams from across the world to share
insights and ideas, explore opportunities
for collaboration andcelebrate the people
behind our success.

Strategic Report
OUR BUSINESS MODEL
DELIVERING SUSTAINABLE
QUALITY COMPOUNDING
We are a lean decentralised Group operating a diverse portfolio of businesses that serve multiple end markets, from aerospace to
healthcare and renewables to datacentres. We’re not here to standardise our businesses, suppress their unique identities, disempower
local leaders or add bureaucracy or unnecessary cost. We are here to drive ambitious growth and deliver itwith discipline.
THE CORPORATE CENTRE
The Corporate Centre supports the effective execution of our strategy focusing on capital allocation and performance
management. Our lean central team of around 40 people comprises functional experts who support our businesses to grow
and scale, whilst also delivering the compliance and control obligations of a FTSE 100 group.
OUR SECTORS
Our small Sector leadership teams provide focused support and strategic oversight.
This structure enables us to grow and scale while preserving the power of our decentralised model.
Controls
International Controls International SealsWindy City Wire North American Seals
Seals
Life Sciences
HOW WE OPERATE
OUR BUSINESSES
17 agile, entrepreneurial businesses with dynamic accountable leaders. All of our businessesareunique and they deliver success in different
ways through our powerful decentralised model. However, there are some common characteristics to all Diploma businesses:
A strong value-add customer proposition A clear growth trajectory Delivered bybrilliant people with strongleadership
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202514

Strategic Report Corporate Governance Financial Statements Additional information
OUR BUSINESS MODEL CONTINUED
OUR FINANCIAL MODEL THE SECRET TO OUR SUCCESS
We operate a diverse portfolio of capital‑light businesses with strong value‑add
propositions in attractive end markets. Our strategy is to grow and scale each
business through disciplined execution, driving strong organic growth, consistent
high returns and excellent cash generation.
We continually enhance the quality of our portfolio by reinvesting in organic
growth,scaling our businesses and the Group, and pursuing targeted,
value‑accretive acquisitions.
Our investment approach is disciplined with high return thresholds. Each year we
invest in scaling our businesses ‑ upgrading facilities, enhancing technology and
developing talent. We also deploy capital on targeted acquisitions that accelerate
organic growth and support sustainable long‑term performance.
An essential partner providing
value-add solutions
Value‑add is our key differentiator.
Eachof our businesses provides
a service far beyond sourcing and
reselling products. The value‑add is
different for each business. Whether it’s
technical expertise, speed to market
or product customisation, wecreate
solutions that deliver better outcomes
for customers and make their lives
easier. The products and services
our businesses provide are critical
to customer value chains. They’re
typically low‑cost components funded
from operating expenditure, where
the value‑add far exceeds the cost
oftheproduct. Thismodel drives:
• Loyalty and share of wallet;
• Grows reputation and
market share potential;
• Pricing power and strongmargins.
A powerful decentralised model
enabled by brilliant people
Our decentralised model means our
businesses are able to deliver solutions
for their customers in their own way by
leveraging their specialist knowledge,
close customer relationships and
market experience. Each business
operates independently with local
accountability, decision‑making and
leadership. At the same time, they
benefit from being part of a large,
multinational Group: networks, central
expertise, collaboration and best
practice sharing. Through this model,
we have a long history of delivering
strong shareholder value and generating
meaningful shareholder impact.
LEARN MORE AT
DIPLOMAPLC.COM/ABOUT-US
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 15
DISCIPLINED
DELIVERY
AMBITIOUS
GROWTH

Strategic Report
VALUE-ADD BUSINESS MODEL AT SCALE
POWERFUL DECENTRALISED GROUP AT SCALE
OUR STRATEGY
THE RIGHT STRATEGY FOR
SUSTAINABLE GROWTH
To deliver sustainable quality compounding, our strategy focuses on growth, scale and delivering value responsibly.
The discipline of continuous improvement is essential to sustain growth and build the right capability for the future.
1
END MARKET
EXPOSURE
2
GEOGRAPHIC
PENETRATION
3
PRODUCT
EXTENSION
ORGANIC GROWTH IN THREE BUCKETS:
COMPLEMENTARY ACQUISITIONS TO DRIVE FUTURE ORGANIC GROWTH
DELIVER VALUE RESPONSIBLY
Our strategy supports our businesses in delivering their value‑add missions. It simultaneously delivers environmental and societal value,
and commercial benefit to Diploma. Our Delivering Value Responsibly (DVR) framework focuses on six metrics through which we can have
ameaningful, positive impact on our businesses, our people and our environment.
READ MORE ON PAGE 38
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202516
GROW
SCALE

Strategic Report Corporate Governance Financial Statements Additional information
OUR STRATEGY CONTINUED
Our strategy supports the individual
scaling journey of each business so
that they can deliver great customer
propositions at scale. It also means
developing our Group to sustain
execution as we grow. This can be
through investment in talent and
developing teams, investment in
technology systems and processes,
and investing in facilities. Scale is about
building the capability and capacity to
support ambitious growth plans whilst
retaining the qualities which underpin
our businesses’ success.
Each business has its own scaling plan,
however, there are core attributes and
competencies which are common to all:
value‑add, route to market, operational
excellence, supply chain management,
commercial discipline and sales
excellence. We are selective in these
scaling investments and require high
returns from them.
READ MORE IN THE CEO’S REVIEW ON PAGE 6
AND THE SECTOR REVIEWS ON PAGES 22-33
We are committed to executing our
strategy whilst being environmentally,
socially and ethically responsible. We
support our businesses to make Diploma
an even safer, better and fairer place to
work. We collaborate with our colleagues,
suppliers and customers to deliver our
sustainability targets, including our
SBTi-approved net zero targets.
By concentrating the efforts of our
large, diverse, and decentralised
Group on three core areas, we can
drive meaningful progress against
oursustainability targets.
READ MORE ON PAGES 38-41
DISCOVER MORE AT
DIPLOMAPLC.COM/SUSTAINABILITY
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 17
GROW
Our strategy is focused on sustainable organic growth
in three buckets:
SCALE
Scaling our businesses and our
Group for sustained growth
DELIVER VALUE
RESPONSIBLY
Ensuring we grow and scale
in a way that is socially and
environmentally responsible
We have an exciting opportunity to access structurally
high‑growth end markets, such as renewables, datacentres,
electrification, aerospace, industrial automation, in vitro
diagnostics and infrastructure. We have increased our
exposure in these markets, but still have a very small share,
meaning there is lots to go for.
SEE PAGE 18
We remain focused on the US, Canada, the UK, Europe and
Australia. We have minimal market share – or none at all – in
most of our product verticals across our core geographies,
sowe do not need to look to higher-risk, developing markets
for growth. There is lots to go for in our existing geographies.
SEE PAGE 19
We expand our addressable markets by extending our
product offering. We do this through continuous product
innovation; coordinated cross‑selling across different Group
businesses; or, selectively, through building out new product
lines that fit our value‑add model.
SEE PAGE 19
We make complementary acquisitions to drive future organic growth. Acquisitions
also help us to build scale and resilience, bring in new talent and expertise, and
drive great returns on capital. Most of our acquisitions are bolt‑ons to existing
businesses but, occasionally, we execute larger deals which provide a platform
for accelerated growth. We have a clear set of criteria to determine businesses
that may bea good fit for us, strategically and culturally: a value-add customer
proposition, a clear growth trajectory and strong leadership. We are incredibly
disciplined in our acquisition process and have high return thresholds.
READ MORE IN THE CEO’S REVIEW ON PAGE 6 AND THE SECTOR REVIEWS ON PAGES 22-33
1
Positioning
behind fast-
growing
endmarkets
2
Expanding
our footprint
in core
geographies
3
Extending
our product
offer

Increasing exposure to attractive growth markets
Over the last five years the Group has significantly grown its presence in attractive
growth markets. Some examples include renewables, datacentres, electrification,
aerospace, industrial automation, in vitro diagnostics and infrastructure.
AEROSPACE
DATACENTRES
IVD
INDUSTRIAL
AUTOMATION
CLEAN ENERGY
WATER
Long‑term growth in aerospace
is being driven by OEM backlogs,
supply chain constraints, and
rising passenger demand in
civil aviation. The aerospace
fasteners market, in particular,
ishighly fragmented and critical
to aircraft manufacturing, creating
significant opportunities for
specialised suppliers.
Accelerating market
growthisbeing driven by rising
AI‑related demands for power,
infrastructure, and advanced
liquid cooling solutions, creating
significant opportunities across
the datacentre and technology
supply chain.
Preventative healthcare is
accelerating as governments and
health authorities prioritise keeping
patients out of hospital. Growing
public and private investment
across allergy and autoimmune
testing, pre‑conception and
cancer screening, and emerging
technologies such as genomics
is driving growth opportunities
across the sector.
Long‑term growth in industrial
automation is being driven
by manufacturing reshoring,
increased adoption by OEMs to
address labour shortages, and
the replacement and upgrading
of ageing CNC machines and
industrial robots.
The shift toward renewables,
electrification, and smart
infrastructure drives increased
demand for high‑performance
components used in energy,
industrial and building applications ,
as customers invest in upgrading
and decarbonising systems.
Population growth, climate
pressures, and ageing systems
are driving demand for water
management and treatment
solutions. Diploma’s products
and services – particularly in
fluid controls, seals, and flow
solutions – support customers
in maintaining and upgrading
critical infrastructure.
Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202518
OUR STRATEGY CONTINUED
ATTRACTIVE
GROWTH
MARKETS
Our businesses serve multiple end markets and we have a diverse
customer base, from original equipment manufacturers and repair
shopsto scientists and surgeons.
We have exciting opportunities at different stages of development
The diversity of our portfolio and breadth of exposure across markets bring
resilience to Group revenue. We seek opportunities that increase our exposure
tomarkets with positive structural investment trends. Our customers in these
markets have complex needs that are met through ourvalue-add propositions.
We position ourselves in our existing and established end markets to increase
market share and leverage growth. We also have exciting opportunities in early
stage and exploratory end markets.
ESTABLISHED
Supporting long-term structural growth
EARLY STAGE EXPLORATORY
Aerospace Datacentres Water
Defence
Automation Energy storage
Infrastructure Clean energy Nuclear
IVD
Scientific

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 19
GEOGRAPHIC AND PRODUCT
WHITE SPACE
OUR STRATEGY CONTINUED
We focus on core developed
geographies ‑ the US, Canada, the
UK, Europe and Australia ‑ where
our value‑add solutions are valued
and we have great opportunity
forgrowth.
Exciting growth prospects:
geographic and product
whitespace
We have significant white space
opportunity to expand our geographical
reach and extend our product offering.
In our core developed geographies,
our penetration remains very small and
there are opportunities to expand in all
of these markets. As well as extending
product ranges within existing product
verticals, we occasionally add new
verticals which pave the way for
futureexpansion.
Geographical penetration and product
extension are delivered both organically
and through selective acquisitions.
OUR GEOGRAPHIC AND PRODUCT OPPORTUNITIES
US CANADA UK&I GERMANY FRANCE SPAIN OTHER EU ANZ
CURRENT
ADDRESSABLE
MARKET
CONTROLS
Wire and cable
Interconnect solutions
Specialty fasteners
Specialty adhesives
Industrial automation
SEALS
Seals
Gaskets
Hoses and fittings
Pumps and valves
LIFE SCIENCES
In vitro diagnostics
Medtech
Scientific
GROWING
ADDRESSABLE
MARKET
New product
verticals
Market
share
Significant Moderate Small White space

Strategic Report
FINANCIAL KPIS
2025 2025 2025 2025 2025 2025
+11 1,525 22.5 176.0 105 20.9
+6 1,363 20.9 145.8 101 19.1
+8 1,200 19.7 126.5 100 18.1
+15 1,013 18.9 107.5 90 17.3
+12 787 18.9 85.2 103 17.4
2024 2024 2024 2024 2024 2024
2023 2023 2023 2023 2023 2023
2022 2022 2022 2022 2022 2022
2021 2021 2021 2021 2021 2021
Our strategy is designed to
drive organic revenue growth.
This is our key metric. We have
a diversified portfolio, giving
resilience to revenues.
In year performance:
Growth in all three Sectors.
Double‑digit growth in Controls
and a strong performance in Life
Sciences provided balance to
more modest growth in Seals.
Financial model:
5%
Five‑year performance:
10%
average
Five‑year performance:
23%
compound average
Five‑year performance:
26%
compound average
Five‑year performance:
20%
average
Five‑year performance:
100%
average
Five‑year performance:
19%
average
Financial model:
10% growth (at constant currency)
Financial model:
20%+
Financial model:
Double‑digit growth
Financial model:
90%
Financial model:
High teens
In year performance:
Strong organic growth plus 3%
contribution from acquisitions,
partially offset by foreign
exchange headwind.
In year performance:
160 basis points increase year
on year, reflecting operational
leverage from the growth of
our value‑add businesses
and recent acquisitions with
accretive margins.
In year performance:
Strong contributions from
organic and inorganic growth
more than offset a foreign
exchange headwind and higher
interest and tax charges.
In year performance:
Strong cash conversion was
driven by a focus on inventory
optimisation across a number of
businesses, and supported by
low capital requirements in the
year, at c.1% of revenue.
In year performance:
At 20.9%, returns are more than
twice our cost of capital. This
reflects strong discipline across
the Group, including when
making acquisitions.
We accelerate organic growth
with selective high‑quality
acquisitions across our three
Sectors. This metric includes
organic growth, inorganic
growth and the impacts of
foreign exchange translation.
Our differentiated value‑add
solutions and customer ‑ focused
approach drive customer loyalty
and create pricing power,
supporting sustainable and
attractive margins.
EPS growth is a measure
of how successful we have
been in growing organically
and through acquisition,
including capital allocation
andtaxconsiderations.
A strong balance sheet and
cashflow fuel our growth. Our
low‑capital intensity enables
strong cash flow conversion.
Return on Adjusted Trading
Capital Employed (ROATCE)
measures how successful we
are at generating returns on the
investments we make. It holds
us to account against initial
investments made, ensuring
our performance is driven by
genuine economic factors.
* Indicates metrics linked to Directors’ remuneration.
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202520
KEY PERFORMANCE INDICATORS
CONTINUED STRONG
PERFORMANCE
Continued strong performance against our strategy (as set out on
pages 16–19), our financial model (page 10) and our sustainability
framework, Delivering Value Responsibly (pages 38–41).
Organic revenue growth
(%)
Reported revenue
(£m)*
Adjusted operating
margin (%)*
Adjusted EPS
(p)*
Free cash flow
conversion (%)
ROATCE
(%)*

Strategic Report Corporate Governance Financial Statements Additional information
NON-FINANCIAL KPIS
2025 2025 2025 2025 2025 2025
78 32 89 2.9 4,776 18
79 30 90 3.6 7,682 23
80 28 73 3.0 8,928 32
79 27 59 3.4 7,715 60
2024 2024 2024 2024 2024 2024
2023 2023 2023 2023 2023 2023
2022 2022 2022 2022 2022 2022
We value our colleagues and
want them to be engaged
and fulfilled in their roles. As a
service‑led business, this is a
key commercial differentiator.
Measuring and maintaining high
colleague engagement supports
the delivery of sustainable
growth and value creation.
In year performance:
We achieved a consistently high
Colleague Engagement Survey
Index Score of 78%. Importantly,
this was coupled with a high
response rate of 87%.
FY30 target:
Maintain
>70%
FY30 target:
40%
FY30 target:
85%
FY30 target:
ZERO HARM
FY30 target:
>50%
reduction in market-based
Scope 1 & 2 (FY22 baseline)
FY30 target:
<15%
In year performance:
We made steady progress
against our target and ran a
number of initiatives to support
the inclusion and retention of
ourfemale colleagues.
In year performance:
89% of key suppliers are aligned
with our updated Supplier
Code, surpassing our target and
ensuring responsible practices
inour value chain.
In year performance:
Our LTIFR improved 19% against
prior year. We continue to drive
actions and culture on health
and safety, which will remain an
area of focus in FY26.
In year performance:
Scope 1&2 market‑based
emissions reduced by 38%*
against the prior year, largely
driven by renewable energy
procurement in ourbusinesses.
* Currently undergoing
externalverification.
In year performance:
We reduced our proportion
of waste to landfill to 18%
through increased recycling and
improved waste management
processes across our operations.
Diversity, equity and inclusion
is a competitive advantage that
can support our businesses’
growth by bringing diverse
perspectives and experience
to our workforce and driving
stronger outcomes.
We expect our key suppliers to
adhere to ethical, professional,
and legal standards and
support our environmental
andsocialcommitments.
We ask them to work with us to
reduce waste, emissions, and
climate change impacts, and
uphold human rights across the
value chain.
We prioritise the safety of
our colleagues. Embedding a
strong health and safety culture
and practices will enhance
performance and productivity
and reduce costs.
Our LTIFR reflects the number
of lost time incidents (LTIs) per
million hours worked.
We recognise the impact of
our operations on emissions.
Beyond the moral obligation,
we understand that reducing
emissions contributes to
long‑term value creation
and supports the growth
ofourbusinesses.
Across our sites, reducing
waste to landfill has a positive
environmental impact and
generates cost savings by
creating efficiencies, such
as reducing packaging
andimproving waste
management processes.
* Indicates metrics linked to Directors’ remuneration.
Our Delivering Value Responsibly (DVR) framework focuses on six key metrics
through which we can have a meaningful, positive impact on our businesses,
ourpeople and the environment.
READ MORE ABOUT OUR PROGRESS ON PAGES 38-41
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 21
KEY PERFORMANCE INDICATORS CONTINUED
Colleague engagement
(%)*
Women in Senior
Management Team (%)
Key suppliers aligned to
supplier code (%)
Lost time incident
frequency rate (LTIFR)
Total Scope 1 & 2
emissions (Tonnes CO
2
e)
Waste to landfill
(%)

LEARN MORE ABOUT OUR
BUSINESSES AT DIPLOMAPLC.COM/
OUR-BUSINESSES/CONTROLS
Strategic Report
22 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
SECTOR REVIEW: CONTROLS
Our Controls businesses provide precision products
for highly-technical applications across a wide
range of markets, including aerospace, defence,
datacentres, energy, infrastructure and medical.
ADVANCED TECHNOLOGIES FOR
CRITICAL
APPLICATIONS
FINANCIAL HIGHLIGHTS
£
836.4
m
Revenue
(FY24: £652.4m) | +28% YoY
+
20
%
Organic revenue growth
(FY24: +10%)
£
211.2
m
Statutory operating profit
(FY24: £132.3m) | +60% YoY
£
250.6
m
Adjusted operating profit
(FY24: £169.9m) | +47% YoY
30.0
%
Adjusted operating margin
(FY24: 26.0%) | +400bps

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 23
SECTOR REVIEW: CONTROLS CONTINUED
WHO WE ARE
International Controls
1
IS GROUP
IS Group supplies electrical-
mechanical interconnect solutions
to customers in defence, energy,
medical and industrial markets.
Customers benefit from tailored
solutions, responsive customer
service and technical knowledge.
17%
of Sector
revenue
UK
HQ
PEERLESS
Peerless supplies a specialised
range of high performance
fasteners to customers in the
aerospace market. Customers
benefit from breadth of inventory,
technical expertise, quality
assurance and certification, full lot
traceability, bespoke kitting and
automatic inventory replenishment.
23%
of Sector
revenue
US
HQ
CLARENDON
Clarendon supplies a range of
specialty fasteners into aerospace,
space, motorsport and defence
markets. Customers benefit
from technical expertise, quality
assurance and certification, design,
bespoke kitting and automatic
inventory replenishment.
13%
of Sector
revenue
UK
HQ
SHOAL
Shoal supplies specialist wire&
cable solutions to datacentres, rail,
energy, marine and construction
industries. Customers benefit from
same-day despatch, technical
support and custom-made
product and inventory solutions.
6%
of Sector
revenue
UK
HQ
T.I.E.
T.I.E. provides components for
the specialist repair, servicing
and refurbishment of industrial
automation equipment for
customers in machine shops,
metalworking and manufacturing
industries. Customers benefit from
minimised downtime, technical
support and asset life extension.
3%
of Sector
revenue
US
HQ
TECHSIL
Techsil supplies specialty
adhesives to customers in a broad
range of industrial manufacturing
markets. Customers benefit from
innovative and bespoke solutions,
inventory and supply chain
management, kitting and deep
technical support.
2%
of Sector
revenue
UK
HQ
Windy City Wire
1
WINDY CITY WIRE
Windy City Wire supplies low-voltage wire and cable management solutions into
broad industrial and infrastructure markets and datacentres. Customers benefit from
innovative solutions, expert technical support and significant cost and time savings –
from concept to completion.
36%
of Sector
revenue
US
HQ
1 Pro forma revenue adjusted for acquisitions and disposals completed up to 18 November 2025.
WHERE WE SELL
Revenue by geography
1
WHO WE SELL TO
Our end markets
WHAT WE SELL
Revenue by product
1
• Aerospace
• Automation
• Automotive
• Datacentres
anddigital
• Defence
• Electrification
• Energy
• Industrial
• Infrastructure
• Marine
• Medical & pharma
• Motorsport
• Oil and gas
• Rail
• Renewables
• Space
Our customers
Our Controls businesses supply a wide
range of customers across complex supply
chains in technically demanding applications
often with high regulatory requirements.
Customers include Original Equipment
Manufacturers, large infrastructure project
managers and businesses providing
maintenance and repair services.
NORTH
AMERICA
62%
UNITED
KINGDOM
16%
EUROPE
16%
OTHER
6%
Wire & cable: 41%
Specialty fasteners: 37%
Interconnect solutions: 17%
Industrial automation: 3%
Specialty adhesives: 2%

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202524
SECTOR REVIEW: CONTROLS CONTINUED
STRONG EXECUTION
SUPPORTED B Y
STRUCTURAL
TAILWINDS
Our Controls businesses have delivered another
verystrongperformance in FY25.
International Controls delivered organic
revenue growth of 25% driven by excellent
execution, leveraging opportunities
presented by end market tailwinds.
Operating margins increased materially,
benefitting from structural improvements
andfavourable market conditions.
Windy City Wire drove volume-led
organic revenue growth of 11%,
supported by diversified revenue
streams in attractive markets, including
datacentres and with continued strength
in its core buildings and other established
markets. Operating margins remained
strong, consistent withthe prior year.
Delivering our strategy
DRIVING EXPANSION IN
ATTRACTIVEGROWTH MARKETS
Our Controls businesses are well
positioned with a high proportion of
revenues generated in attractive end
markets with limited cyclicality. Organic
growth in the year has been driven by
gains in a number of strong growth
markets. Aerospace has production
backlogs on the build of civilaircraft of
over 10 years, driving strong customer
demand for our specialty fastener
products and interconnect solutions.
Our International Controls businesses with
strong aerospace exposure have been
the best performing during the year, led
by Peerless. Datacentres has provided a
similarly strong tailwind. Windy City Wire’s
strong customer offering has continued
to resonate in the market, leading to
increased specification of Windy City
Wire solutions across datacentre
builds in the US. Some International
Controls businesses are also gaining
increasing traction in the datacentre
space, presenting a promising growth
opportunity for future years. Defence
and energy markets have continued to
perform well and have driven significant
growth across the Sector. Some of the
smaller businesses with more exposure
to automotive and construction markets,
had a more challenging year but have had
success diversifying towards growth
markets to minimise the cyclicalimpact
infuture years.
ACQUISITIONS TO
ACCELERATEGROWTH
We have welcomed four new
businessesto the Sector. Two acquisitions
made in FY25 – in Q1 Viking Tapes in the
UK and in Q4 Astro Industries in the US –
bring complementary offerings to Techsil
and IS Group respectively, extending the
product range and geographical footprint.
A further two acquisitions in the UK –
Spring Solutions and WDS Components
– werecompleted following the year
end, extending our exposure in attractive
end markets, including defence, and
expanding our product offerings.
INVESTING IN
GEOGRAPHICEXPANSION
As our businesses grow, we support
them through selective scaling investment.
This year, we have invested, primarily,
in new facilities. IS Group opened a
new European distribution centre in
the Czech Republic during the year,
enabling more efficient direct access
to the growing customer opportunities
supporting supply chains, particularly in
the European defence and energy markets.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 25
Developing and enhancing
capabilities to support our growth
is vital to our success.
We have identified a number of
specialist markets with attractive
opportunities and are selectively
investing to ensure we are well
positioned to maximise the
potential growth. This includes the
introduction of a small number
of new roles, including strategic
market expertise. This will support
growth from the top down –
thinking strategically about Sector
and Group-wide opportunities
– and bottom up, working with
individual businesses to expand
product ranges and deliver on
their strategies. At the same time,
maintaining the decentralised
model that is so important to
Diploma’s success.
SECTOR REVIEW: CONTROLS CONTINUED
Similarly, we have invested in Clarendon
with a new facility in Germany. This
creates additional capacity to support
growth and improves access to the
European aerospace and defence
markets. This will be further enabled by
the addition of sales talent in France.
A NETWORK GREATER THAN THE
SUMOF ITS PARTS
While our Controls businesses are
diverse – supplying a broad range of
solutions into many varied applications
– they are increasingly creating
opportunities to collaborate. This
takes many forms from cross-selling to
sharing best practice. During the year,
UK-based businesses Shoal, Clarendon
and Techsil collectively leveraged their
individual platforms by joining forces
at the Paris Airshow. They are also
presenting their individual customer
offerings from a shared space at the
Datacentres Ireland Conference.
More recently, the International Controls
business leaders met for a two-day
strategy workshop to explore emerging
growth markets, opportunities within
AI and collaboration opportunities to
increase value-add benefits for our
global customers. Not only do these
sessions generate direct commercial
opportunities, they also bring intangible
benefits that come from the energy
created when our entrepreneurial
leaders come together.
STRENGTHENING LEADERSHIP,
BUILDING SUCCESSION
The success of our businesses is driven
by the strength of our leadership. Aided
through the creation of a Sector HR
Director role during the year, International
Controls embarked on a series of
strategic people changes, particularly
in the finance director population. This
created development opportunities
through internal promotions and
strengthened local leadership teams.
The formation of a new leadership team
at T.I.E. was completed towards the
end of the year enhancing capabilities
and strategic focus. Performance in the
business has shown encouraging signs
of improvement in recent months. This
follows a period of more challenging
performance since its acquisition
in 2023, reflecting softness across
automation markets.
Outlook
Our Controls businesses have strong
value-add customer propositions,
solid business models andexcellent
leadership. This positions the Sector
well to leverage its position within
attractive markets and deliver strong
growth into the future. Following
such astrong performance in FY25,
we expect more moderate growth in
FY26, as we lap strong comparators
particularly in the second half.
Wetherefore expect growth in FY26
tobe significantly first half weighted.
This is most relevant to Peerless.
POWERING PROGRESS
BY SCALING OURCAPABILITIES

LEARN MORE ABOUT OUR BUSINESSES AT
DIPLOMAPLC.COM/OUR-BUSINESSES/
SEALS/
Strategic Report
26 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our Seals businesses providereliable, high
performance sealing andfluid power solutions that
protect equipment, power innovation and drive
uptime across industries from construction to
agriculture and energy to water.
HIGH-PERFORMANCE
SOLUTI ONS
THAT POWER
PR O G RES S
FINANCIAL HIGHLIGHTS
£
456.0
m
Revenue
(FY24: £489.1m) | -7% YoY
+
2
%
Organic revenue growth
(FY24: 1%)
£
79.0
m
Statutory operating profit
(FY24: £62.2m) | +27% YoY
£
88.1
m
Adjusted operating profit
(FY24: £90.7m) | -3% YoY
19.3
%
Adjusted operating margin
(FY24: 18.5%) | +80bps
SECTOR REVIEW: SEALS
* FY25 results include the impact of disposals net of one acquisition made during the period. The negative impacts on revenue and adjusted operating profit reflect the impact of the disposals, net of
the acquisition. The positive impact on statutory operating profit reflects profit on disposal of businesses.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 27
SECTOR REVIEW: SEALS CONTINUED
WHO WE ARE
International Seals
1
R&G
R&G delivers high-quality, reliable
fluid power solutions tailored to
the needs of its diverse customer
base. R&G mainly supplies into
aftermarket applications and
their customers benefit from their
extensive experience, expertise,
product knowledge and inventory.
23%
of Sector
revenue
UK
HQ
DICSA
Specialising in high-quality stainless
steel hydraulic fittings, DICSA
suppliesa range of fluid power
solutions across many end markets.
Customers benefit from product
assembly and testing, deep technical
expertise, breadth of inventory, and
advanced international logistics.
16%
of Sector
revenue
SPAIN
HQ
M SEALS
M Seals supplies high-quality
custom sealing solutions for a wide
range of industrial applications.
Customers benefit from bespoke
services including design and
engineering support, and quality
control and testing.
7%
of Sector
revenue
DENMARK
HQ
DIPLOMA AUSTRALIA
SEALS(DAS)
DAS supplies premium mechanical
engineering products, parts
and servicing for equipment in
markets including mining and
water management. Customers
benefit from reduced lifecycle
costs through improved efficiency
and reliability, and reduced energy
consumption anddowntime.
8%
of Sector
revenue
AUSTRALIA
HQ
North American Seals
1
HERCULES AFTERMARKET
Hercules Aftermarket supplies an
extensive range of sealing products
and custom kits to customers
repairing heavy machinery and
hydraulic equipment across many
industries. Customers benefit
from next-day delivery, technical
assistance, usage and installation
instructions, kitting and custom
seals, quality assurance and training.
18%
of Sector
revenue
US
HQ
VSP
VSP is an engineering-focused
company providing bespoke
solutions for high-cost-of-failure
applications in the transportation,
chemical processing, energy, and
marine industries. Customers benefit
from technical expertise, custom
engineering, ongoing support and
significant cost savings.
15%
of Sector
revenue
US
HQ
HERCULES OEM
Hercules OEM provides a wide range of products and technical solutions to OEMs.
Customers benefit from bespoke services including design and engineering
support, and quality control and testing.
13%
of Sector
revenue
US HQ
1 Pro forma revenue adjusted for acquisitions and disposals completed up to 18 November 2025.
WHERE WE SELL
Revenue by geography
1
WHO WE SELL TO
Our end markets
• Aerospace
• Agriculture
• Automotive
• Defence
• Electrification
• Energy
• Food & beverage
• Industrial
• Infrastructure
• Marine
• Medical & pharma
• Mining
• Oil & gas
• Rail
• Renewables
• Water management
Our customers
Our Seals businesses sell to a wide range of
customers across the product lifecycle from
Original Equipment Manufacturers (OEMs)
to Aftermarket, and including Maintenance,
Repair and Overhaul (MRO)projects.
NORTH
AMERICA
45%
UNITED
KINGDOM
23%
EUROPE
20%
AUSTRALASIA/
OTHER
12%
Seals: 46%
Gaskets: 27%
Hoses & fittings: 19%
Pumps & valves: 8%
WHAT WE SELL
Revenue by product
1

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202528
Seals delivered a resilient
performance in challenging
markets, with sequential
improvement in the second half.
North American Seals delivered organic
growth of 5%, with a very strong H2
performance, supported by improving
market conditions, effective strategic
delivery and operational execution.
Operating margins improved, driven
by operating leverage as growth
accelerates. Reflecting our local-for-local
business models, there is limited tariff
exposure. Where tariffs have applied,
we have effectively recovered costs
through pricing.
International Seals saw revenue decline
by 2% as markets remained soft in the UK,
Europe and Australia. There were some
pockets of strong growth, demonstrating
the strength ofour customer propositions
and solid marketpositions.
Across both, strategic investment in our
operational and commercial capabilities
has strengthened our foundation,
positioning us well for future growth.
RESILIENT PERFORMANCE
UNDERPINNED BY
DISCIPLINED
EXECUTION
SECTOR REVIEW: SEALS CONTINUED
Delivering our strategy
NORTH AMERICAN SEALS
Positive momentum and growth driven
by disciplined strategic execution
Hercules Aftermarket delivered a
strong performance in a challenging
market, achieving share gains in its
core US repair segment and driving
expansion in the industrial aftermarket
– a new but rapidly growing market
for the business. Investment in sales
and digital capabilities has made it
easier for customers to do business
with us. Our enhanced e-commerce
platform has driven significant growth
in online ordering – now representing
over two-thirds of sales. Continued
investment in seal machining and
product adjacencies positions the
business well for sustainedgrowth.
VSP delivered another strong
performance. Organic growth driven
by market share gains in transportation,
expansion into nuclear and further
product development, more than offset
the impact of some market softness
amidst tariff uncertainty. VSP has a
POWERING PROGRESS
THROUGH STRATEGIC FOCUS
AND NEW LEADERSHIP
DICSA joined the Group in 2023.
Anestablished brand in the Spanish
hydraulics market, DICSA is well
known for its specialist stainless
steel components and range of
hosing solutions for technically
demanding applications.
During the year, DICSA underwent
a leadership transition with a new
Managing Director succeeding his
long-serving predecessor. Strong
leadership from the Managing
Director and Finance Director has
sharpened strategic focus and
strengthened the culture, while
the appointment of a new Sales
Director and the reorganisation of
the commercial team are enhancing
customer engagement and growth.
The appointment of a new Supply
Chain Director and optimisation
of procurement and logistics are
further improving operational
efficiency across the business.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 29
SECTOR REVIEW: SEALS CONTINUED
number of strategic growth initiatives
that position it well for sustained
organicgrowth.
Hercules OEM grew slightly in the year,
weighted towards the second half where
growth was driven by market share gains,
including in fluid power. Growth from
smaller customers and more proactive
sales outreach drove some momentum,
however tariff uncertainties resulted in
some hesitancy from end customers.
INTERNATIONAL SEALS
Resilience in challenging markets
Through clear strategic focus and strong
execution, our businesses have continued
to deliver resilient performances in
challenging conditions. Our European
fluid power business, DICSA, delivered
good growth in the second half of the
year. The formation of a new leadership
team was completed during the year
which has sharpened strategic focus
and strengthened the culture, delivering
improved performance.
Consolidating our position
intheNordics
M Seals, our European OEM seals
business, delivered solid growth
amid continued market softness.
Our new facility in Denmark,
opened last year, has expanded
warehousing capacity and enhanced
our value-add service proposition,
supporting solid performance. The
acquisition of Haagensen in July adds
complementary products, in-house
gasket manufacturing and greater scale
to strengthen M Seals’ offering and
accelerate future growth.
Strengthening our UK business for growth
Performance in our UK fluid power
business, R&G, has been challenging
reflecting continued weakness in some
of its markets, including construction, oil
and gas, and agriculture, exacerbated
by policy change impacting the UK
business landscape. R&G’s revenue
declined slightly, partly due to
delays in government infrastructure
projects and softer demand for
hydraulic components. Following four
acquisitions into R&G in the prior year,
our focus during this year has been on
successful onboarding – particularly at
PAR Group, where operational and cost
efficiencies have already been realised.
Our focus into FY26 is on optimising
execution to position the business
strongly for market recovery.
Navigating challenging extraction
markets in Australia
Diploma Australia Seals’ (DAS) revenue
declined year on year. Performance was
affected by conditions in the extraction
Sector, driven by a downturn in nickel
mining activity, along with continued
softness in oil and gas. We maintained our
market share and achieved solid growth
in the water and wastewater segments.
Disciplined portfolio management
In October 2024, we completed a
number of small disposals principally
Kubo, a Swiss OEM-focused business,
and Pennine Pneumatics, an R&G
business. These assets were held for
saleas at the end of FY24. Further
details are provided in Note 22 to the
Financial Statements.
DELIVERING VALUE RESPONSIBLY
Our Seals businesses continue to deliver
against our DVR framework, in particular
driving continuous improvements in
health and safety practices. In North
America, enhanced machine safety has
led to a reduction in lost-time incidents
(LTIs). DAS, which operates inthe Group’s
highest-risk environment, achieved zero
LTIs this year through a strong safety-first
culture supported by a targeted awareness
campaign andincreased investment in
anumber of areas.
READ MORE IN THE DVR REVIEW
ON PAGES38-41
M SEALS: CUSTOM
SEALINGSOLUTIONS
STRATEGIC INVESTMENTS
DELIVERING RESULTS
M Seals provides high-quality
custom sealing solutions for a wide
range of industries worldwide.
Customers benefit from bespoke
services, design and engineering
support, quality control and testing.
Hercules Aftermarket joined the
Group in 1996. A trusted name in
aftermarket hydraulic solutions
for more than 60 years, Hercules
delivers the quality, consistency
andavailability hydraulic shops
need to get the job done right.
Thenew Hercules smart search
helps customers go from searching
to ordering in seconds, so repairs
start sooner, downtime shrinks, and
customers get back to work faster.
WATCH THE FULL VIDEO BY CLICKING
OR SCANNING THE QR CODE
WATCH THE FULL VIDEO BY CLICKING
OR SCANNING THE QR CODE
Outlook
The Sector continues to make strategic
progress, increasing its presence
across attractive end markets, while
also building opportunities and scaling
our operations. Having invested in our
Seals businesses, and in particular
around our commercial execution, we
have positioned the Sector well to drive
future growth. We remain very positive
about the prospects for Seals.

LEARN MORE ABOUT OUR BUSINESSES
AT DIPLOMAPLC.COM/OUR-BUSINESSES/
LIFE-SCIENCES/
Strategic Report
30 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our Life Sciences businesses provide value-add
solutions in the medtech, in vitro diagnostics (IVD)
and scientific segments of the global healthcare
market. We aspire to make a difference for the
people we help treat by providing smart solutions
that advance diagnostics, drive better patient
outcomes and improve lives.
TECHNOLOGICAL
INNOVATIONSTHAT DRIVE
BETTER PATIENT
OUTCOMES
FINANCIAL HIGHLIGHTS
£
232.1
m
Revenue
(FY24: £221.9m) | +5% YoY
+
6
%
Organic revenue growth
(FY24: 6%)
£
34.8
m
Statutory operating profit
(FY24: £35.3m) | -1% YoY
£
45.3
m
Adjusted operating profit
(FY24: £46.8m) | -3% YoY
19.5
%
Adjusted operating margin
(FY24: 21.1%) | -160bps
SECTOR REVIEW: LIFE SCIENCES

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 31
SECTOR REVIEW: LIFE SCIENCES CONTINUED
WHO WE ARE
Life Sciences
1
Our Life Sciences businesses typically operate in fragmented
marketsproviding an effective route into markets which would
otherwise be unviable for manufacturers to service. For customers,
we serve as a trusted long-term partner providing access to a
broad portfolio and pipeline of cutting-edge healthcare solutions,
ultimately delivering improved patient care. Customers benefit
from technical product knowledge, clinical expertise, consultative
support,trainingandtechnical support, regulatory assistance,
andequipment maintenance.
WHERE WE SELL
Revenue by geography
1
WHO WE SELL TO
Our end markets
WHAT WE SELL
Revenue
1
• Food & beverage
• In vitro
diagnostics
• Medical & pharma
• Medtech
• Scientific
Our customers
Our Life Sciences businesses supply
publicand private hospitals, clinics and
diagnostics laboratories. They also support
research for pharmaceutical, biotech,
and clinical research organisations and
supply into food & beverage industry,
andmanufacturing laboratories.
NORTH
AMERICA
39%
EUROPE
INC.UK
43%
AUSTRALASIA/
OTHER
18%
Medtech: 54%
In vitro diagnostics: 42%
Scientific and other: 4%
LIFE SCIENCES
NORTHAMERICA
Life Sciences North America
delivers advanced diagnostic
technologies, allowing for early
disease detection and monitoring,
and innovative surgical instruments
and medical devices, specialising
in endoscopes.
39%
of Sector
revenue
CANADA
HQ
LIFE SCIENCES EUROPE
Life Sciences Europe supplies
diagnostic and scientific
technologies, surgical instruments,
medical devices, endoscopes,
patient monitoring equipment,
specialist hospital supplies and
clinical nutrition.
43%
of Sector
revenue
UK,
DENMARK,
IRELAND
LIFE SCIENCES AUSTRALASIA
Life Sciences Australasia delivers
diagnostic technologies, surgical
instruments, consumables and
patient positioning devices.
18%
of Sector
revenue
AUSTRALIA
HQ
1. Pro forma revenue adjusted for acquisitions completed up to 18 November 2025.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202532
SECTOR REVIEW: LIFE SCIENCES CONTINUED
Life Sciences delivered another strong performance with 6%
organic growth driven by market share gains in Canada and
Australia. Improvements to the customer proposition from the
scaling project completed in Canada and gains in Australia
IVD have both contributed to revenue growth. The strong
performance in these markets was partially offset by flat
revenue in Europe.
BUILDING RESILIENCE TO SUPPORT
SUSTAINABLE
GROWTH
Delivering our strategy
SCALING FOR GROWTH AND
SUCCESS IN CANADA
In FY24, we led a major scaling project
in Canada to improve customer service
through faster response times and a
broader product offering. The initiative
further integrated our three businesses
into two regional hubs – East and West –
and strengthened the support provided
by local teams. Customers, particularly
in Western Canada, have responded
positively to the enhanced service offer.
The dual facility model strengthens
our market position, provides benefits
to our customers, including the ability
to ship across Canada within 24 hours,
and improves business continuity. Fully
operational during the first half of the year,
the investment has already supported
double-digit revenue growth and
increased capacity for future expansion.
While growth was strong, operating
margins were adversely impacted by
thelifecycle of the product portfolio
and the adverse impact of foreign
exchange due to the weakening
oftheCanadian dollar.
CONTINUED GROWTH IN AUSTRALIA
AND NEW ZEALAND IVD
We continue to deliver strong growth in
Australia and New Zealand’s IVD segment,
supported by rising demand for screening
and diagnostic testing. Our expansion of
allergy and autoimmunity testing in recent
years has deepened relationships with
existing customers. Increased demand for
genetic pre-conception screening and
diabetes diagnostics, along with new wins
in diabetes and immunology, have further
strengthened performance. We are
focused on maintaining our collaborative
partnerships with existing suppliers while
driving business development pipelines
to support sustainable performance
over the long term.
FOCUSING OUR PRODUCT
PORTFOLIO AND POSITIONING
FORGROWTH IN EUROPE
In the prior year, we restructured and
streamlined our European product
portfolio to create a more scalable and
sustainable model. As anticipated, this
resulted in limited revenue growth in
FY25. However, the portfolio optimisation
has already delivered some margin
improvements and enhanced overall
quality. The Nordics faced pricing
pressures and the loss of a key supplier,
which we are addressing through closer
collaboration with existing partners.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 33
SECTOR REVIEW: LIFE SCIENCES CONTINUED
EXPANDING OUR REACH IN IVD AND
CRITICAL CARE IN THE UK AND IRELAND
During the year we completed
two bolt-on acquisitions – Alpha
Laboratories in the UK and Electramed
in Ireland. Alpha Laboratories, a
specialist medical distributor with
an extensive range of value-added
diagnostic solutions and laboratory
products, has expanded our offer
and strengthened our commitment
to the UK market. Electramed,
complements our existing business
in Ireland and enhances our offer
in orthopaedic andsurgical trauma.
DELIVERING VALUE RESPONSIBLY
We continue to embed our DVR
framework across Life Sciences,
with a strong focus on practical
health and safety improvements in
our warehousing facilities driving
enhanced operational performance.
We have secured energy agreements
for all our UK, Irish, Canadian and
Australian facilities, further reducing
our environmental impact. In Australia,
a targeted waste reduction programme
is both minimising landfill waste and
supporting social mobility within the
local community. In the Nordics, we
have seen a step change in employee
engagement reflecting our ongoing
focus on buildingthe right culture.
READ MORE IN THE DVR REVIEW
ON PAGES 38-41
POWERING PROGRESS
THROUGH OUR PEOPLE
ANDCULTURE
Building resilience across
our businesses is essential to
delivering our strategy. A culture
that supports ambitious growth
while harnessing the strengths of
our people is critical to success.
Diploma adds value by providing
the leadership and support
needed to help our businesses
scale from small, privately owned
operations into larger, more
professional organisations. This
often involves shaping the right
culture, embedding effective
behaviours, and investing in talent
to build future-ready skills. The
Nordics team have made strong
progress integrating new roles,
retaining specialist expertise, and
creating clear career pathways –
allsupporting our strategy to grow,
scale, and deliver for customers.
Outlook
We have built resilience and positive
momentum across the Sector during
FY25 and remain well positioned for
growth. The diversity of our portfolio
continues to be a key strength,
with strong performance in some
markets and specialisms offsetting
more moderate conditions elsewhere.
Healthcare markets are challenging
but increasing market investment in
technology, innovation and efficiency
will support long term growth.
We are positive about the outlook
forLife Sciences.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202534
FINANCIAL REVIEW
STRONG GROWTH,
ATTRACTIVE
RETURNS
The Group reports under UK-adopted International Accounting Standards
(UK-adopted IAS) and references alternative performance measures where
theBoard believes that they help to effectively monitor the performance of the
Group and support readers of the Financial Statements in drawing comparisons
with past performance. Certain alternative performance measures are also
relevant in calculating a meaningful element of Executive Directors’ variable
remuneration and our debt covenants. Alternative performance measures are
not considered to be a substitute for, or superior to, UK-adopted IAS measures.
These are detailed in note 29 to the consolidated financial statements.
Strong growth at high margins
Year ended 30 September 2025 Year ended 30 September 2024
Adjusted
£m
Adjustments
£m
Total
£m
Adjusted
£m
Adjustments
£m
Total
£m
Revenue 1,524.5 — 1,524.5 1,363.4 — 1,363.4
Operating expenses (1,181.8) (59.0) (1,240.8) (1,078.4) ( 77. 6) (1,156.0)
Operating profit 342.7 (59.0) 283.7 285.0 ( 77. 6) 207.4
Financial expense, net (27.3) (8.1) (35.4) (27.0) (3.8) (30.8)
Profit before tax 315.4 (67.1) 248.3 258.0 (81.4) 176.6
Tax expense (78.8) 16.0 (62.8) (61.9) 15.3 (46.6)
Profit for the year 236.6 (51.1) 185.5 196.1 (66.1) 130.0
Earnings per share
Adjusted/Basic 176.0p 137.9p 145.8p 96.5p
Reported revenue increased by
12%to£1,524.5m (2024:£1,363.4m),
driven by organic growth of 11%
and a 3% net contribution from
acquisitions anddisposals, partly
offset by adversemovements in
foreignexchangetranslation.
Adjusted operating profit increased by
20% to £342.7m (2024: £285.0m) driven
by operational leverage from theincrease
in revenue, disciplined costmanagement,
and the annualisation and exceptional
performance of Peerless. This resulted
in a year-on-year improvement of 160
basis points in the adjusted operating
margin to 22.5% (2024: 20.9%).
Statutory operating profit increased
37% to £283.7m (2024:£207.4m),
benefiting from a net gain on disposal
of businesses of£17.3m (2024:£nil).
Adjusted net finance expense remained
relatively flat at £27.3m (2024: £27.0m),
largely due to the blended cost of
our borrowing facilities being flat
year-on-year at 5.3% (2024: 5.3%).
Statutory profit before tax was £248.3m
(2024: £176.6m) and is stated after
charging acquisition related and other
charges of £59.0m (2024: £77.6m) and
acquisition related finance charges
of£8.1m (2024: £3.8m).
The adjustments to operating expenses
made in relation to acquisition related
and other charges comprised of
£61.7m (2024: £59.4m) amortisation
ofacquisition intangible assets, £5.7m
(2024: £4.4m) relating to the unwind
of fair value adjustments to inventory
acquired through acquisitions, £4.9m
(2024: £1.5m) of deferred remuneration
costs related to acquisitions completed
in previous years, and net other income
of £13.3m (2024: expense of £12.3m)
comprising the net gain on disposal of
businesses of £17.3m (2024: £nil), partly
offset by acquisition related expenses
of £4.0m (2024: £8.7m) and £nil
restructuring costs (2024: £3.6m).
Acquisition related finance charges
include fair value movements and the
unwind of discount on acquisition
liabilities of £6.8m charge (2024: £3.2m
charge); amortisation and write-off of
capitalised borrowing fees on acquisition
related borrowings of £1.0m charge
(2024: £0.9m charge); fair value
remeasurements of put options for
future minority interest purchases of
£0.3m charge (2024: £0.1m income);
and net income from interest and
settlement of acquisition and disposal
related items of £nil (2024: £0.2m
netincome).
The Group’s adjusted effective rate
of tax on adjusted profit before tax
was 25.0% (2024: 24.0%), reflecting
a change in the geographic mix of
profits, with a greater proportion arising
from the Group’s US businesses. The
Group’s Board approved tax strategy
ispublished on our website.
Adjusted earnings per share increased
by 21% to 176.0p (2024: 145.8p). Basic
earnings per share increased by 43%
to137.9p (2024: 96.5p) reflecting the
netgain on disposals in the year.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 35
FINANCIAL REVIEW CONTINUED
Recommended dividend
The Board has a progressive dividend policy that aims to increase the dividend
each year by 5%. In determining the dividend, the Board considers a number of
factors which include the free cash flow generated by the Group and the future
cash commitments and investment needed to sustain the Group’s long-term
growth strategy.
For FY25, the Board has recommended a final dividend of 44.1p per share,
makingthe proposed full year dividend 62.3p (2024: 59.3p), a 5% increase.
Strong cash flow
Free cash flow increased by 25% to £247.2m (2024: £197.9m). Statutory cash flow
from operating activities increased by 32% to £370.5m (2024: £279.7m). Free cash
flow conversion for the year was 105% (2024: 101%), ahead of the 90% in our financial
model, demonstrating the highly cash-generative qualities of our businesses.
Funds flow
Year ended
30 Sep
2025
£m
Year ended
30 Sep
2024
£m
Adjusted operating profit 342.7 285.0
Depreciation and other non-cash movements 43.0 33.4
Working capital movement (4.6) (8.5)
Interest paid, net (excluding borrowing fees) (21.6) (17.4)
Tax paid (76.6) (58.4)
Capital expenditure, net of disposal proceeds (13.1) (14.0)
Lease repayments (18.5) (19.9)
Notional purchase of own shares on exercise of options (4.1) (2.3)
Free cash flow 247. 2 197.9
Acquisition and disposals
1
(29.6) (311.0)
Dividends paid to shareholders and minority interests (80.9) ( 77. 2)
Foreign exchange and other non-cash items (16.5) 25.4
Net funds flow 120.2 (164.9)
Net debt (29 9.4) (419.6)
1 Net of cash acquired/disposed and including acquisition expenses, deferred consideration, and payments
ofpre-acquisition debt-like items.
Depreciation and other non-cash
movements includes £30.5m
(2024: £32.2m) of depreciation and
amortisation of tangible, intangible
and right-of-use assets and non-cash
items of £12.5m (2024: £1.2m), primarily
relating to an increase in share-based
payments expense and other accruals,
and profit on disposal of tangible assets
in the prior year.
Working capital increased by £4.6m
(2024: £8.5m), less than prior year,
reflecting proactive working capital
management alongside strong growth.
Interest payments increased by £4.2m
to £21.6m (2024: £17.4m) driven largely
by the timing of the first set of interest
payments on the US private placement
notes (USPP). Tax payments increased
by £18.2m to £76.6m (2024: £58.4m)
with the cash tax rate increasing to 24%
(2024: 23%), in line with the Group’s
increase in effective tax rate.
Net capital expenditure was broadly
consistent with prior year at £13.1m
(2024: £14.0m), principally relating to
the investment of plant and equipment
and property improvements across
ourbusinesses.
The Group funded the Company’s
Employee Benefit Trust with £4.1m
(2024: £2.3m) in connection with the
Company’s long-term incentive plan.
Acquisitions accelerate growth
Net cash outflow from acquisitions and
disposals of £29.6m (2024: £311.0m)
includes cash paid (net of cash acquired)
for five acquisitions in the year of £53.8m,
acquisition related deferred consideration
paid of £4.7m, acquisition and disposal
fees of £10.6m, acquisition of minority
interests of £0.8m, partly offset by the
proceeds from the five disposals (net of
cash disposed) of£40.3m.
The Group’s liabilities to shareholders
ofacquired businesses at 30 September
2025 was £26.7m (2024: £25.4m)
and principally comprised both put
options to purchase outstanding
minority shareholdings and deferred
consideration payable to vendors of
businesses acquired during the current
and prior years.
The liability to acquire minority
shareholdings outstanding has reduced
to £5.5m (2024: £9.0m) due to acquiring
the remaining 2% minority interest in
R&G Fluid Power Holdings Limited.
Theremaining balance relates to a 10%
interest held in M Seals and 5% interest
in Techsil. These options are valued
based on the latest estimate of EBIT
when these options crystallise.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202536
FINANCIAL REVIEW CONTINUED
The liability for deferred consideration
payable at 30 September 2025 was
£21.2m (2024: £16.4m). This liability
represents the best estimate of any
outstanding payments based on the
expected performance of the relevant
businesses during the measurement
periods. The increase in the year is
primarily due to the additions from
acquisitions, fair value remeasurement
of the Peerless deferred consideration
amount as well as the unwind of
discount, partly offset by payments
made in the year.
Goodwill at 30 September 2025 was
£563.5m (2024: £541.1m). Goodwill
is assessed each year to determine
whether there has been any impairment
in the carrying value. It was confirmed
that there was significant headroom on
the valuation of this goodwill, compared
with the carrying value of the related
Cash Generating Units at the year end.
Dividends of £80.9m (2024: £77.2m)
were paid to ordinary and minority
interest shareholders.
Attractive returns
Return on adjusted trading capital
employed (ROATCE) is a key metric
used to measure our success in creating
value for shareholders. It is a metric that
drives ongoing capital and operating
discipline, adding back amortised
intangibles and other factors such as
any impaired goodwill such that any
improvement must be driven by true
economic factors. As at 30 September
2025, the Group’s ROATCE increased by
180 basis points to 20.9% (2024: 19.1%).
This increase was driven by the strong
operating profit growth in the year and
modest acquisition spend.
Improved funding
At 30 September 2025, the Group’s net
debt stood at £299.4m (2024: £419.6m).
The Group is financed through a blend
of long-term, structural financing
fromthe USPP market supplemented
byarevolving credit facility (RCF)
provided by a group of supportive
relationship banks.
The Group has USPP notes issued for an aggregate principal amount of €250.0m
(£218.2m at the year end exchange rate), that matures in tranches between 2031 and
2036, and for an aggregate principal amount of $150.0m (£111.4m at the yearend
exchange rate), that matures in two tranches in 2032 and 2035. Themulti-currency
RCF has an aggregate principal amount of £555.0m. In July2025, the Group
exercised the final extension option for the RCF, which was accepted by all banks.
The RCF is now contractually due to expire in July 2030. No further extension
options remain. At 30 September 2025, the Group had utilised £55.4m ofthe
RCF(2024: £165.1m), with £499.6m of the revolving facility remaining undrawn.
At 30 September 2025, net debt of £299.4m (2024: £419.6m) represented leverage
of 0.8x (2024: 1.3x) against a banking covenant of 3.5x. The Group maintains strong
liquidity, with year-end headroom (comprised of undrawn committed facilities and
cash funds, net of overdraft facilities) of £580m (2024: £450m). The table below
outlines the composition of the Group’s net debt at 30 September 2025:
Type Currency Amount
GBP
equivalent
Interest rate
exposure
PP (2031 maturity) EUR €75.0m £65.5m Fixed 4.18%
PP (2034 maturity) EUR €100.0m £87.2m Fixed 4.27%
PP (2036 maturity) EUR €75.0m £65.5m Fixed 4.38%
PP (2032 maturity) USD $100.0m £74.3m Fixed 5.39%
PP (2035 maturity) USD $50.0m £37.1m Fixed 5.52%
RCF EUR €45.0m £39.3m Floating
RCF USD $15.0m £11.1m Floating
RCF GBP £5.0m £5.0m Floating
Overdraft facilities £0.9m Floating
Capitalised borrowing fees (£4.8m)
Gross debt drawn at 30 September 2025 £381.1m
Cash and cash equivalents (£81.7m)
Net debt at 30 September 2025 £29 9.4 m

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 37
FINANCIAL REVIEW CONTINUED
Pensions
The Group maintains a legacy closed
defined benefit pension scheme (the
Scheme) in the UK. As at 30 September
2025, the UK defined benefit scheme
was in a surplus position of £1.7m
(2024:£1.5m). In the year, there were
£nil cash contributions (2024: £0.5m)
to this scheme. As at 30 September
2025, 93% of the scheme assets are
concentrated in the Buy-In policy
andwe expect to make no further
funding payments.
In respect of Virgin Media Limited v NTL
Pension Trustees II Limited Court of
Appeal ruling in July 2024, the Scheme
pension advisors, following their review,
have confirmed to the Trustees that
no further investigation is required in
respect of this case as the necessary
procedures were previously adhered to.
The pension scheme in Switzerland was
disposed of in conjunction with the
disposal of Kubo in the year.
Exchange rates
A significant proportion of the Group’s
revenue (c.80%) is derived from
businesses located outside the UK,
principally in the US, Canada, Australia
and continental Europe. Compared
with FY24, the average Sterling
exchange rate is stronger against most
of the major currencies in which the
Group operates and the impact from
translating the results of the Group’s
overseas businesses into UK sterling has
led to a decrease in Group revenues of
£33.7m and a decrease in the Group’s
adjusted operating profit of £9.0m.
Theimpact to net debt is an increase
of£11.2m.
Going concern
The Group’s business activities, together
with the factors likely to affect its future
development, performance and position
are set out in this announcement and further
detailed in the Annual Report and Accounts,
which also includes an assessment of
the Group’s longer-term viability.
The Directors have undertaken a
comprehensive review of going
concern, taking into account the
updated financing of the Group against
a number of economic scenarios, to
consider whether there is a risk that the
Group could breach either its facility
headroom or financial covenants.
The Group has modelled a base case
and a severe but plausible downside
case in its assessment of going
concern. The base case is driven off
the Group’s detailed budget which is
built up on a business-by-business
basis and considers both the micro
andmacroeconomic factors which
could impact performance in the
industries and geographies in which
that business operates. The severe but
plausible downside case models steep
declines in revenues and operating
margins resulting in materially adverse
cash flows. These sensitivities factor in
a continued unfavourable impact from
aprolonged downturn in the economy.
Both scenarios indicate that the Group
has significant liquidity and covenant
headroom on its borrowing facilities
to continue in operational existence
forthe foreseeable future. Separately,
it can be noted that the Group operates
primarily on a ‘local for local’ basis,
sourcing and selling products within
the same regions to ensure availability
and competitive advantage therefore
minimally impacted by the current
tariffenvironment.
Accordingly, the Directors continue
to have a reasonable expectation that
the Group has adequate resources to
continue in operational existence for the
foreseeable future and continue to adopt
the going concern basis in preparing the
Annual Report andAccounts.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202538
DELIVERING VALUE RESPONSIBLY
AN AGENT
OF CHANGE
OUR DVR STRATEGY
We are determined to be an agent of change. Our DVR framework remains
relevant to our businesses and our stakeholders and is deeply embedded
inourbusiness strategy and commercial and operational activities.
Health
& Safety
DELIVERING
VALUE
RESPONSIBLY
POSITIVE IMPACT REVENUE
Delivering
for our
people
Diversity,
equity &
inclusion
Colleague
Engagement
Supply
chain
Waste
reduction
Climate
action
Doing
business
responsibly
Delivering
forthe
environment
Delivering Value Responsibly (DVR)
is our opportunity to act as an agent
of change in the world. We lead small
to medium sized businesses into
the often-unchartered territories of
environmental and social change,
and this allows us to effect change in
businesses that could otherwise remain
largely untouched by these priorities.
We have made considerable progress
since starting our journey in 2021. In
the past year alone we marked several
important achievements including:
further strengthening our approach
to Health and Safety; significantly
reducing our Scope 1 and 2 emissions,
positively impacting Waste to Landfill
and continuing with our steady progress
to gender balance. This is a challenging
agenda to embed and execute in a
decentralised Group with a diverse set of
high growth businesses. Despite this, DVR
is now firmly woven into the fabric of our
businesses. We continuously challenge
ourselves, monitor our performance,
andtake pride in our progress.
The role we play at Diploma is unique, exciting,
and important. Our agenda is crucial for
colleague engagement, talent attraction and
commercial relationships and for Diploma
leadership, our commitment is unchanged.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 39
COLLEAGUE ENGAGEMENT
Colleague engagement is central to
our success and continues to shape
our vibrant culture. In 2024, inspired
by colleague feedback, we launched
the All Stars recognition programme
to celebrate exceptional contributions
across our business globally. The response
was outstanding, with more than 700
nominations – recognising excellence
in customer service, sustainability,
innovation, teamwork and supporting
others. All Stars has become a powerful
platform to celebrate achievements,
share success stories, and strengthen our
culture of appreciation and collaboration.
It’s a shining example of how we value
and champion the people who make our
business thrive.
DELIVERING FOR
OUR PEOPLE
DELIVERING VALUE RESPONSIBLY CONTINUED
Colleague engagement
As a service-led business, our success
depends on engaged and motivated
colleagues. In our fifth annual
Engagement Survey, we achieved an
impressive 78% engagement index
with an outstanding 87% response rate.
While this reflects a small year-on-year
reduction of one percentage point,
results remain well above the industry
benchmark of 68%, highlighting the
strong commitment andpride across
ourteams.
Key strengths included learning and
development, driven by our expanded
online learning platform and further
manager training, along with high job
satisfaction scores. Areas for continued
focus — health and safety and leadership
listening — still performed well, and
targeted action plans are now in place.
To reinforce accountability, Senior
Leader remuneration is linked to
engagement outcomes. Retaining
talented colleagues at all levels
remains a priority. FY25 total turnover
remains broadly consistent at c.20%
with turnover in our senior leadership
population at 11%.
Diversity, equity and inclusion
We are committed to fostering a truly
inclusive culture, where every colleague
feels valued, respected, and able to thrive.
We have made good progress in
attracting and retaining diverse
colleagues across the business. In
the Executive Team, gender diversity
has improved from 10% to 30% and
combined with ethnic diversity, 50%
of our Executive team have a diverse
characteristic. We committed to target
40% female representation in our
Focus area Target 2030
Progress
in2025 Status Performance
Colleague
engagement
70%+
Maintain an
engagement index
of70%+
78%
On track
We continue to maintain high engagement
scores, with a response rate of 87% and
an engagement index score of 78%. Every
business has an engagement plan in place
to ensure we maintain strong engagement
scores in the long term.
Diversity,
equity and
inclusion
40%+
Women represent 40%+
of Senior Management
Team (SMT)
32%
On track
We are pleased with the progress we
have made this year, with 32% of our
SMT roles now filled by women. We
recognise there is still more to do, and
it will remain an area of focus for us.
Senior Management Team by 2030
andhave moved from 21% in 2020 to
32% at FY25. We are pleased that 71%
of employees in corporate centre have
a diverse characteristic. To underline our
commitment, in line with Parker Review
we have set ourselves an ethnicity
target for Senior Leadership by FY27.
Our growth agenda is underpinned by
a continued commitment to diversity
and will be a factor as we continue to
build our leadership capability, and our
early career pipeline through the new
Graduate Programme.
The DVR Star
Scott Rideout
The Colleague Champion
Marni Speer
The Customer Service Hero
William Bergman
The Dream Team
Purchasing Team,
Peerless Aerospace
The Bright Spark
Danny Gale

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202540
DELIVERING VALUE RESPONSIBLY CONTINUED
DOING BUSINESS
RESPONSIBLY
Supplier engagement
Our businesses are at the heart of
the value chain. We are committed to
leveraging our position to encourage
responsible and sustainable action
across our supplier network. Our goal is
to positively partner with our suppliers
and work with them to set responsible
business standards. Tothis end, in FY25
we began partnering with Ecovadis, a
global sustainability ratings platform
to better assess and benchmark key
suppliers against sustainability criteria
and defined a clear roadmap to monitor
and improve their environmental and
social practices. This has supported the
embedding of supplier engagement as
a core element of Diploma’s strategy
tostrengthen supplier risk management
and reduce scope 3 emissions. It enables
the mapping of emissions hotspots
across the supply chain, which account
for over 90% of our emissions, primarily
HEALTH & SAFETY
Strong progress continues to be
made with the FY25 Lost Time
Incident Frequency Rate (LTIFR) of
2.9 representing a 19% reduction
versus FY24. Injuries relating to the
operation of our warehouses and
vehicles, such as manual handling,
slipping and tripping remain the
highest causes of lost time incidents
(LTIs). The numbers of LTIs related to
machinery incidents has significantly
reduced following the implementation
of Group-wide Standards in early
2025, resulting in improved control
measures across all sites. In line with
the decrease in the LTIFR, the total
recorded injuries (LTIs and minor
injuries) have decreased by 17%. In
addition to the number of incidents,
a variety of leading indicators such
as number of hazards reported,
and the number of inspections are
used in the measurement of health
& safety performance at site level.
None of the incidents reported in the
year resulted in life-changing injuries
and there were no work-related
fatalities in FY25 or in prior years.
Theaccompanying graph illustrates
the LTIFR performance during the
yearand the prior three years.
LTIFR (LOST TIME INCIDENTS PER 1M
HOURS WORKED)
2.9
FY22 FY23 FY24 FY25
3.4
3.0
3.6
2.9
due to purchased goods and logistics.
Our focus on collaboration with
suppliers aims to accelerate reductions,
enhance resilience, and build greater
transparency across thesupply chain.
Health & Safety
The health, safety and wellbeing of
our people is our priority and the
foundation of everything we do.
We arecommitted to protecting
our people, reducing incidents and
supporting physical and mental health.
Looking after the wellbeing of our
people is critical to our business and a
key priority for all our leaders. Through
our Stand up for Safety programme
we have continued to make positive
progress and drive one consistent
approach to health and safety across
all businesses. This includes a second
year of external audits, with the average
audit score increasing 9 percentage
Focus area Target 2030
Progress
in2025 Status Performance
Supplier
engagement
85%
of key suppliers
alignedto our Supplier
Code of Conduct
89%
Passed
target
We have exceeded our target and in
FY25 89% of key suppliers aligned to
our Supplier Code of Conduct, verified
by internal audits to ensure compliance
and accountability.
Health and
safety
Zero Harm
no lost time incidents
(LTIs)
18 LTI
On track
FY25 performance resulted in 18 lost
time incidents, a significant reduction
vs 23 in FY24, with our LTI frequency
rate (LTIFR) reducing from 3.6 to 2.9.
points to 63% and the development,
training and implementation of 6 core
Health & Safety standards across
all businesses. These standards
address the critical risks identified
during the FY24 audit programme.
They are: contractor management;
workplace transport; warehouse
safety; training/competence; lone
working and machinery safety. Our
focus is now shifting to ensuring safe
behaviours anda health & safety culture
underpinned by strongleadership
which is linked toManaging Directors
remuneration. We have also
implemented a new global reporting
system across all sites. The associated
training and improved awareness has
triggered increased reporting of near
misses, hazards and other incidents. As
we move ahead, theclear priority is the
continued nurture and development
ofa strongand resilient safety culture.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 41
DELIVERING VALUE RESPONSIBLY CONTINUED
DELIVERING FOR THE
ENVIRONMENT
Waste
We made further progress with regards
waste reduction, with 76% of businesses
now sending less than 15% of their
waste to landfill. We continue to reduce
packaging in our processes to cut waste
at the source and increased the use of
recycled materials, embedding circular
practices. In Australia, partnerships with
charities are creating new ways to recycle
previously unrecyclable materials, while
in the US where many or our businesses
generate only limited quantities of waste,
we are working with waste consolidators
to improve outcomes. A recently
established internal global network to
better share best practices is supporting
businesses to improved the accuracy of
our data, increase recycling rates and
further reduce use of landfill.
Climate action
We are taking decisive action to
improve our impact on the climate,
underpinned by a transparent and
scientific approach. In FY25, we
completed third-party verification of
our FY23 and FY24 greenhouse gas
inventories – with FY25 verification in
progress – across both market-based
and location-based reporting. This
progress is reflected in our CDP rating
of B in FY25, marking a step-change
improvement from D in prior years and
demonstrating our momentum towards
net zero. Our partnership with Ecovadis is
accelerating our ability to better engage
with suppliers and enabling improved
access to Scope 3 data across our
value chain. This will enable us to focus
better on identifying and embedding
decarbonisation initiatives across
our businesses and driving supplier
engagement at scale.
EMISSIONS
Our focus remains on driving down
absolute Scope 1 and 2 emissions
through disciplined execution of our
decarbonisation strategy. Reported FY25
performance achieved a 38% market
based reduction compared to our original
FY22 baseline, driven predominantly
through transition to renewable electricity.
82% of our electricity is now from renewable
sources, up from 1% in FY23. Group
electricity intensity has reduced by 15%
vs FY24 to 11.08MWh/£m. This puts us
on track to meet our 2030 SBTi near
term Scope 1 & 2 reduction target of
-50%. Scope 3 focus in FY25 has been
in ensuring more accurate data for our
biggest businesses and most material
Scope 3 categories. Accurate activity
based (rather than spend based) data
is allowing targeted actions plans to be
developed. Whilst total Scope 3 emissions
have increased +36%, we have made
progress in reducing transport and
distribution emissions by -40% vs our
original FY22 baseline.
FY25 SCOPE 1 AND 2 EMISSIONS
(tonnes CO
2
e)
FY22
(baseline) FY24* FY25**
Scope 1 2,909 3,875 3,732
Scope 2
Location-based 4,580 5,739 5,213
Scope 2
Market-based 4,806 3,807 1,043
Intensity Ratio
(MB) 7.6 5.6 3.1
* independently
verifiednumbers
** in process of verification
ELECTRICITY INTENSITY
KWh MWh/£m
FY25**
UK 2,963,203
Diploma Group 16,889,661 11.08
FY24*
UK 3,181,062
Diploma Group 17,755,337 13.02
This disclosure is prepared in accordance with the UK
Streamlined Energy and Carbon Reporting (SECR)
requirements under The Companies (Directors’ Report) and
Limited Liability Partnerships (Energy and Carbon Report)
Regulations 2018. More information on our methodology
can be found at diplomaplc.com/sustainability
SCOPE 3 EMISSIONS
Scope 3 Category (tonnes CO
2
e)
% change
from 2022 2025 2024 2023
Category 1: Purchased Goods and Services +99% 201,585 176,935 81,338
Category 2: Capital Goods (62)% 4,733 6,973 14,113
Category 4: Upstream Transportation
andDistribution +20% 40,592 38,920 38,779
Remaining Scope 3 Categories (56)% 22,953 21,305 17,881
Total Scope 3 GHG emissions (tonnes CO
2
e) +36% 269,8 6 3 244,134 152,111
Focus area Target 2030
Progress
in2025 Status Performance
Climate
action
50%
reduction of Scope 1 & 2
emissions (vs. FY22)
38%
reduction
On track
Scope 1 and 2 emissions
reducedby38% in FY25 against
ourFY22 baseline.
30%
reduction of Scope 3 (vs. FY22)
36%
increase
!
Area of
focus
Overall scope 3 emissions have
increased 36% vs FY22 baseline
primarily as a result of acquisitions.
Waste
reduction
<15%
waste to landfill
18%
On track
We reduced waste to landfill to 18%
(vs 23% in FY24) and achieved a 74%
recycling rate.
READ MORE ABOUT OUR TASK FORCE ON
CLIMATE-RELATED FINANCIAL DISCLOSURES
(TCFD) ON PAGES 157–161

Strategic Report
42 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
RISK MANAGEMENT AND INTERNAL CONTROL
Effective risk management is a key
component of the discipline that underpins
sustainable quality compounding.
MANAGING OUR RISKS
EFFECTIVELY
Our risk management framework
supports informed risk taking by our
businesses. It sets out those risks that
we are prepared to be exposed to and
the risks that we want to avoid, together
with the processes and internal controls
necessary to evaluate the exposures
and ensure they remain within our
overall risk appetite.
This framework also provides the basis
for the businesses to anticipate threats
to delivering for their customers and
ensures we are resilient to risks we
havelimited control over.
Our governance processes continue
to evolve in support of the Group’s
strategic objectives.
By improving our understanding and
management of risk, we provide
greater assurance to our shareholders,
employees, customers, suppliers, and
thecommunities in which we operate.
Our approach
Risk management and the oversight
of appropriate systems of control
areultimately the responsibility of
the Board, with responsibility for
overseeing the effectiveness of the
internal control environment delegated
totheAuditCommittee.
Group Internal Audit provides
independentassurance that the Group’s
risk management, governance and internal
control processes are operating effectively.
Each of our businesses is accountable
for managingrisks effectively.
We have continued to broaden our
risk management and governance
by developing horizon scanning for
emerging and potential risks, and
enhancing efficiency of management
andgovernance procedures.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 43
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED
Risk appetite
The Board recognises that continuing to
deliver resilient returns for shareholders
and other stakeholders is dependent
upon accepting a level of risk.
Our risk appetite sets out how we
balance risk and opportunity in pursuit
of our strategic objectives.
The acceptable level of risk is assessed
on an annual basis by the Board, which
defines its risk appetite against certain
key indicators, including potential
impact of risk, likelihood of risk and
ability to reduce risk through mitigation.
This ensures alignment between
acceptable risk exposure and the
strategic priorities of the Group.
We have three levels of risk appetite:
Averse: take steps to avoid risk
Cautious: take steps to mitigate risk
Tolerant: accept risk
Identifying and monitoring
material risks
Material risks are identified through a
detailed analysis of business processes
and procedures and a consideration of
the strategy and operating environment
of the Group.
Each of our businesses identifies
risksand opportunities as part of their
regular business reviews, evaluating how
they are controlled, whether mitigations
are appropriate and whether any further
actions are required.
The businesses use a quantitative
framework to determine a score for
each risk, which is based on both the
likelihood and consequence of each
risk occurring, and its impact on the
business. Each risk is evaluated to
provide a net score post-mitigation.
This identifies which risks require
internal mitigating controls, and which
require further treatment.
A similar exercise is then performed at
Sector and Group level to develop an
overall picture of operational risk for
the Group. This process is both robust
and challenging. It ensures that risks
are identified and monitored and that
management controls are embedded
inthe businesses’ operations.
During this process, the operational
risks identified are reviewed to ensure
there are no new principal risks or
material risks affecting multiple
businesses or Sectors.
Any actions to improve evaluation or
management of risks are shared across
the businesses by the relevant Sector.
With the assistance of the Audit
Committee, the Board obtained assurance
that the Group’s risk management and
internal control framework was operating
effectively and was therefore satisfied
that risks were being managed in line with
riskappetite.
Risk management relies on internal
control activities to ensure accurate
accounting and to help mitigate the
principal risks of the Group.
The governance process within
the framework ensures that the
completeness of identified risks and
adequacy of mitigating actions are
appropriately reviewed by the Executive
Team and are reported to the Board
ona regular basis.
Emerging risks
The Board also considers potential
risks that could impact our Group
inthefuture.
The risk management framework
enables early identification of emerging
risks and opportunities so that they can
be tracked and evaluated thoroughly at
the appropriate time with any potential
exposure assessed. This allows the
Board to determine if the Group is
adequately prepared for the situation.
The most critical emerging risks
under active consideration across the
Group – electrification and disruptive
technology – remain the same as last
year, and continue to be monitored.
ELECTRIFICATION RISK
Electric power substituting
hydraulicpower
The adoption of electric power over
hydraulic power in various industrial
applications may render certain seal
applications redundant.
Electrification of industrial machinery
The widespread adoption of
electrification in industrial machinery
could alter existing maintenance
regimes designed for internal
combustion engines (ICE).
DISRUPTIVE TECHNOLOGY RISK
Step change in wireless infrastructure
Advances in wireless infrastructure
could diminish the demand for
wiredconnections by our wire
andcablebusinesses.
Digitalisation of value-add
The increasing use of AI and other
technologies facilitating the digitalisation
of value-added services may provide
customers with access to specialised
knowledge currently provided by
ourbusinesses.
Mass availability of affordable
3Dprinting
The widespread availability of 3D
printing technology could empower
customers to produce their own bespoke
component parts, potentially impacting
some of our vertical integration processes.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202544
GROUP RISK MATRIX – FY25
6
Talent and capability
14
Geopolitical environment
11
Climate – Max legislation
4
Cyber security
5
Product liability
7
M&A activity
9
Supply chain disruption
13
Market disruption
8
Failure to deliver
majorprojects
10
Loss of key customer
1
Health and safety
2
Inventory obsolescence
3
Key systems failure
12
Climate – Max impact
Minor
Some disruption possible
(damage up to £5m)
Likely
51–100%
chance
Moderate
11-50%
chance
Unlikely
1-10%
chance
CONSEQUENCES
PROBABILITY
PRINCIPAL RISKS
Moderate
Significant time/resource required
(damage up to £25m)
Major
Potential for severe damage
(damage over £25m)
Operational
Strategic
Macro
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED
The Group’s decentralised operating model helps
mitigate thepotential impact of its principal risks.
The Group risk matrix represents the risks and uncertainties
faced by the Group and steps taken to mitigate them.
These risks, identified by the Board through a robust risk
evaluation described on the previous page, are considered
significant enough to have a material impact on the
performance, position or future prospects of the Group.
There has been one change to the Group’s principal risks
during the year, with product liability reinstated to reflect
the increased exposure within Sectors such as healthcare,
aerospace and engineered components, where the Group’s
businesses supply mission-critical or safety-related products.
While quality and compliance standards remain high,
thescale and nature of activity in these areas increase the
potential for liability claims, product recalls or reputational
harm in the event of a failure. These risks are mitigated
through rigorous quality assurance processes, supplier
andcustomer agreements, and tailored insurance coverage.
All other principal risks remain unchanged from the prior
year. The Group continues to demonstrate resilience
throughdiversification across geographies and end markets,
disciplined management of operational risks and a consistent
approach to risk appetite and controls. Emerging themes
such as the electrification of machinery, digitalisation and
AI, and growing sustainability expectations continue to be
monitored but have not yet become material.
PRINCIPAL RISKS AND UNCERTAINTIES

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 45
PRINCIPAL RISK
4
Cyber security
RISK CATEGORY
Operational
We apply a Group-wide Information
Security Policy and enforce a
consistent baseline of essential
cyber security controls across
allbusinesses.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
given the need to continually strengthen
resilience, ensure controls remain effective
and keep pace with evolving threats.
DESCRIPTION AND POTENTIAL IMPACT
• A successful cyber attack on
systems, data or those of a third
party could result in the loss
of confidential information or
unavailability of critical systems.
• Impacts could include business
disruption, customer and supplier
impact, regulatory action, reputational
damage and financial loss.
• The frequency and severity of
cyber attacks continue to increase
across industries, highlighting the
importance of strong resilience.
MITIGATION
• Group-wide Information Security Policy
and a baseline of essential controls
(multi-factor authentication, endpoint
detection, phishing training, immutable
backups and managed detection and
response (MDR)).
• Regular cyber maturity assessments
andperiodic independent reviews.
• Cyber risk is assessed as part of
acquisition due diligence to identify
exposures early.
• Group-wide cyber insurance provides
financial protection, with coverage
expanded significantly as businesses
achieve required standards.
• AuditBoard CrossComply (from FY26)
toautomate evidence collection and
self-assessments, strengthening
assurance andalignment with the
National Institute of Standards and
Technology (NIST) framework.
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED
PRINCIPAL RISK
5
Product liability
RISK CATEGORY
Operational
We take a rigorous approach to
product quality and compliance
tominimise liability exposure across
allSectors.
RISK
APPETITE
Cautious
CHANGE
INRISK
Reinstated
The Group’s appetite remains cautious,
with zero tolerance for quality failures
in mission-critical or safety-related
applications, mitigated through assurance
processes, agreements andinsurance
cover.
DESCRIPTION AND POTENTIAL IMPACT
• Product liability risk ariseswhere
own-brand, manufactured, or
mission-critical products fail
inservice.
• Such failures could result in product
recalls, legal claims, reputational
damage and financial loss.
• The Group has increased exposure
tomission-critical components, where
product failure could have severe
consequences.
• Broader risks exist across Sectors,
including supplier quality issues,
counterfeit or non-compliant products
and use of products in healthcare or
other safety-critical environments.
• While direct financial exposure is
often mitigated through supplier
warranties and insurance,
reputational damage and loss of
customer confidence remain the
more strategic risks, with potential
tomaterially affect growth.
MITIGATION
• Quality management systems and
certifications across the Group
(designreviews, first-article inspection,
testing standards, traceability and
recallprocedures).
• Supplier qualification and assurance
processes, including audits, testing
andrationalisation of supplier base where
necessary.
• Contractual protections, such as mirroring
supplier obligations in customerterms.
• Product liability insurance tailored
totherisk profile of each business.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202546
PRINCIPAL RISK
7
M&A activity
RISK CATEGORY
Operational
We maintain a disciplined approach
to building a healthy pipeline of high-
quality, value-enhancing acquisitions.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
reflecting the need for a disciplined
pipeline, robust due diligence and strong
governance over integration to ensure
acquisitions deliver value.
DESCRIPTION AND POTENTIAL IMPACT
• The Group pursues a disciplined
acquisition strategy to accelerate
growth, but acquisitions inherently
carry risk.
• Risks include overpaying for a target,
underperformance post-acquisition
or the loss of key customers or
suppliers during integration.
• Smaller businesses may face cultural
challenges in adapting to the
requirements of a listed company.
• These risks can arise from inadequate
due diligence, ineffective integration,
or unrealistic assumptions in the
investment case.
MITIGATION
• Maintain a disciplined pipeline of
opportunities, screened for strategic
alignment and cultural fit.
• Undertake rigorous due diligence
usingboth internal expertise and
externaladvisors.
• Apply clear, value-focused return criteria
and robust valuation techniques.
• Link integration planning closely to due
diligence, with strong governance over
execution and post-acquisition review.
• Provide regular reporting to the Board
toensure acquisitions deliver the
expected value.
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED
PRINCIPAL RISK
6
Talent and capability
RISK CATEGORY
Operational
We depend on attracting, developing
and retaining high-performing
employees across diverse roles
andgeographies.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
recognising that success depends on
attracting, retaining and developing
theright people, and with low tolerance
for gaps in succession planning for
criticalroles.
DESCRIPTION AND POTENTIAL IMPACT
• The Group depends on attracting,
developing and retaining high-
performing employees across
diverse roles and geographies.
• Risks include the loss of key
personnel, insufficient succession
planning, skills shortages and lack
ofdiversity.
• These risks could cause operational
disruption, reduced growth or
increased costs, limiting the Group’s
ability to deliver strategic goals and
maintain customer service.
• Tight labour markets, wage inflation,
and Sector-specific shortages
(technical, commercial and
healthcare roles) add pressure.
MITIGATION
• Structured talent review process to
manage development, retention and
succession of key personnel.
• Competitive compensation combining
salary, bonus and long-term incentives.
• Leadership teams supported with
an accountable and autonomous
workingenvironment.
• Engagement, retention, and diversity
andinclusion initiatives to broaden
thetalent pool.
• Group leadership calls and structured
development discussions to align
succession planning across Sectors.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 47
PRINCIPAL RISK
9
Supply chain disruption
RISK CATEGORY
Strategic
We prioritise securing resilient
supply chains and reducing
relianceon single-source
suppliersorgeographies.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
reflecting exposure to suppliers and
logistics and the need for strong
contingency arrangements to avoid
customer disruption.
DESCRIPTION AND POTENTIAL IMPACT
• The Group relies on resilient suppliers
for critical components, products,
and services.
• Disruption may arise from
geopolitical instability, trade
restrictions, tariffs, logistics shocks,
supplier financial distress or
disintermediation.
• Such events can extend lead
times, increase costs or interrupt
customerservice.
• Some suppliers may also attempt
tobypass distribution and sell
directly to customers.
• While the Group’s decentralised
structure and diversification
provide resilience, disruption at
akey supplier or trade route could
materially affect performance.
MITIGATION
• Close oversight of supply chain
performance through the Group’s
performance management process,
monthly reporting and KPI reviews.
• Strong supplier relationships are
maintained via long-term contracts,
quality reviews, and diversification
of suppliers and geographies
wherepossible.
• Contingency plans are developed
for critical inputs and buffer stocks
maintained in some businesses.
• Insurance programmes are in place
toprotect against certain supply
chaindisruptions.
• Our Supplier Code of Conduct
sets minimum standards on ethics,
compliance and working practices.
PRINCIPAL RISK
11
Climate – max legislation
RISK CATEGORY
Macro
We actively engage with environmental
legislation to identify and respond to
both risks and opportunities.
RISK
APPETITE
Tolerant
CHANGE
INRISK
No change
The Group’s appetite is more tolerant,
recognising that regulatory change
presents both risks and opportunities,
and that adaptability can deliver
competitive advantage.
DESCRIPTION AND POTENTIAL IMPACT
• Increasing environmental legislation
may add cost or complexity
to products and services, and
in somecases render certain
productsobsolete.
• Regulatory changes such as
restrictions on PFAS and other
materials could disrupt supply
chains, create reformulation
challenges or lead to the withdrawal
of established product lines.
• These changes also present
opportunities for businesses that
canadapt quickly and provide
compliant alternatives.
MITIGATION
• Technical expertise within the Group
enables adaptation of compound
materials to meet evolving
regulatorystandards.
• Strong supplier relationships support
proactive compliance and flexibility
inresponse to new requirements.
• Ongoing investment in oversight, due
diligence and supplier engagement
toensure readiness.
• Net zero targets are embedded across
the value chain, including greenhouse gas
emissions and waste reduction.
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202548
RISK MANAGEMENT AND INTERNAL CONTROL CONTINUED
PRINCIPAL RISK
14
Geopolitical environment
RISK CATEGORY
Macro
We operate across diverse
geographies, prioritising resilience
in stable political and legal
environments.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
recognising the risks of operating
globally but withlow tolerance for
over-dependence on any single geography
or trade route.
DESCRIPTION AND POTENTIAL IMPACT
• The Group operates globally and is
exposed to changes in trade policy,
sanctions, political instability and
regional conflicts.
• Geopolitical disruption, including
the impact of the global tariff
environment, could increase costs,
restrict supply chains, create barriers
to trade or reduce demand in
affected markets.
• Risks may also arise where suppliers
or customers are located in
politically sensitive regions.
• Deterioration in the global trade
environment could materially
affect the Group’s ability to serve
customers effectively.
MITIGATION
• Diversification across geographies and
end markets reduces reliance on any
single region.
• Supplier diversification and multi-sourcing
strategies strengthen resilience where
businesses depend on sensitive trade
routes or specific geographies.
• Market monitoring and proactive
engagement with customers and
suppliers help anticipate and adapt
toregulatory or geopolitical changes.
PRINCIPAL RISK
13
Market disruption
RISK CATEGORY
Macro
We aim to operate in markets with
stable growth, prioritising long-term
resilience over short-term volatility.
RISK
APPETITE
Cautious
CHANGE
INRISK
No change
The Group’s appetite remains cautious,
given exposure to economic and market
cycles, with resilience managed through
diversification and a long-term outlook.
DESCRIPTION AND POTENTIAL IMPACT
• The Group is exposed to economic
and market cycles.
• Adverse changes in customer demand,
commodity prices or budget
allocations can reduce revenue
growth, compress margins or delay
customer projects.
• Consumer and OEM markets are
particularly vulnerable to downturns.
• In prolonged or severe downturns,
customer confidence may weaken,
pricing pressure may increase and
sales volumes may decline.
• While the Group’s diversification
and decentralised model provide
resilience, sustained disruption
across multiple markets could
materially affect performance.
MITIGATION
• Focus on resilient end markets such as
healthcare, MRO and consumables to
balance exposure to cyclical Sectors.
• Diversification across geography, end
market, and customer base at both
Sector and business level.
• Customer engagement and strong
value-added service models to support
retention and pricing discipline.
• Scenario planning and reforecasting
to enable proactive adjustments to
marketshifts.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 49
S172
Section 172 of the Companies Act 2006
requires the Directors to promote the
success of the Company for the benefit
of the members as a whole, having
regard to the interests of stakeholders
in their decision-making.
In discharging their duties, each Director
will seek to balance the interests,
views and expectations of the various
stakeholders, whilst recognising that not
every matter will be equally relevant to
each stakeholder nor every decision
necessarily result in a positive outcome
for all. Decisions will be consistent with
Diploma’s purpose and ultimately promote
the long-termsuccess of theGroup.
Stakeholder engagement
The Board is committed to effective
engagement with all stakeholders
and fosters a culture that embeds
this commitment across the Group.
Directors consider a wide range of
stakeholder views and recognise that
expectations of our performance and
societal contribution are diverse and
constantly evolving.
Engagement takes place at every level
of the Group. Our decentralised model
ensures decisions are made at the
appropriate level. Local management
teams engage directly with their key
stakeholders, while the Board and
Executive Team provide oversight and,
where appropriate, direct engagement
on specific issues. Authority is delegated
within a clear governance framework,
enabling businesses to respond to
local priorities while upholding Group
standards of integrity and long-term
value creation.
ENGAGEMENT WITH STAKEHOLDERS AND SECTION 172 STATEMENT
EMBEDDING STAKEHOLDER VIEWS,
GUIDED BY
OURPURPOSE
Our business strategy is shaped and informed by the views of
our stakeholders and we have always believed that stakeholder
engagement is vital to building a sustainable business.
POWERING PROGRESS
SALES
EXCELLENCE
EVENT
In April, we hosted our General
Managers and Sales Leaders in
London for a Sales Excellence event.
The aim was to design a series
of winning habits addressing the
aspects of sales that matter most
toour businesses and customers.
POWERING PROGRESS
GROW:
BRILLIANT
LEADERS
In March, our Managing Directors
came to London for ‘Grow: Brilliant
Leaders’ – part of our Leadership
for Growth event. As leaders of our
businesses, it’s important that our
MDs commit to their development
too. We focused on how our
leaders can grow their business,
grow others and grow themselves.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202550
The Board receives regular reports from
the Executive Team, who maintain ongoing
dialogue with Sector and business
leadership. This provides the Board with
insight into stakeholder perspectives and
the impact of the Group’s activities, and
supports informed decision-making. The
Board also reviews strategy, financial and
operational performance, key risks, and
compliance matters, with all Board papers
required to demonstrate consideration
ofrelevant stakeholder interests.
Through these processes, the Board
maintains oversight of stakeholder
engagement across the Group and
ensures that Directors comply with
their duties under section 172 of the
Companies Act 2006.
Further detail on the operation of the
Board, its Committees, and matters
discussed during the year can be found
on pages 57–59.
How stakeholder interests have
influenced decision-making
The Board and its Committees take
account of the interests of key
stakeholders, the impact of decisions,
and the importance of maintaining
strong relationships with customers,
suppliers, and other stakeholders. The
Board recognises that not every decision
will benefit all stakeholders equally and
that difficult choices often need to be
made between competing priorities.
By grounding decisions in the Group’s purpose, values, and strategic priorities,
and by following a clear decision-making process, Directors seek to balance these
perspectives in the long-term interests of the Company.
Throughout this Strategic Report, we have highlighted how stakeholder views are
embedded in the way we do business. Further details of matters considered by the
Board during the year can be found on page 57, and examples of decisions made
are set out overleaf.
In addition to the initiatives and actions mentioned in this statement, the table
below references other parts of the report which provide more detail on how the
Board has regard to the s.172 factors:
s.172 Factor Information can be found on
(a) The likely consequences
of any decisions in the
long-term
Our business model: pages 14–15
Our strategy: pages 16–19
Risk management and internal control: pages 42–48
(b) Interests of employees Talent review: pages 12–13
Engagement survey outcome: page 39
Remuneration Committee Report: pages 76–97
(c) Fostering the Company’s
business relationships with
suppliers, customers and
others
Investment case: page 4
Our business model: pages 14–15
Non-financial and sustainability information
statement: page 54
(d) Impact of operations
on the community and
environment
Delivering Value Responsibly: pages 38–41
TCFD statement: pages 157–161
(e) Maintaining a reputation
for high standards of
business conduct
Our business model: pages 14–15
Non-financial and sustainability information
statement: page 54
Risk management and internal control: pages 42–48
Audit Committee Report: pages 65–70
(f) Acting fairly between
members of the company
Delivering Value Responsibly: pages 38–41
Non-financial and sustainability information
statement: page 54
Remuneration Committee Report: pages 76–97
Dividend
One of the principal decisions
considered by the Board over the
year has been in relation to returning
value to shareholders. The Board has
adopted a progressive dividend strategy,
which considers our shareholders’
expectations, the Company’s liquidity
position, and the financial resources
required to execute our strategy.
Acquisitions
Acquisitions remain central to our strategy,
but the Board carefully considers their
potential impact on existing stakeholders.
During the year, the Board discussed
and approved several opportunities
andprojects across our Sectors.
For each potential acquisition, detailed
proposals from the CEO and Corporate
Development team are reviewed to assess
long-term impact. This enables the Board
to make careful investments in businesses
that align with Diploma’s key characteristics,
including high-quality, value-add customer
service, strong distribution, and capable
management teams.
The Board balances financial
commitment against risks and expected
returns, considers the relative benefits
of investing within existing businesses,
evaluates potential cultural differences,
regulatory or community impacts, and
reflects on investor perception. Particular
attention is given to how acquisitions fit
within the Group’s financial framework,
including implications for cash flow and
capital investment.
FURTHER DETAILS OF ACQUISITIONS
COMPLETEDDURING THE YEAR CAN BE
FOUNDON PAGES 22-33
ENGAGEMENT WITH STAKEHOLDERS AND SECTION 172 STATEMENT CONTINUED

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 51
ENGAGEMENT WITH STAKEHOLDERS AND SECTION 172 STATEMENT CONTINUED
HOW WE ENGAGE WITH OUR STAKEHOLDERS
OUR COLLEAGUES OUR BUSINESSES OUR CUSTOMERS
WHY WE ENGAGE
Diploma’s success depends on its ability to attract
and retain qualified and experienced employees.
HOW WE ENGAGE
• Group Colleague Engagement Survey,
listeninggroups and engagement plans
• Regular business visits
• Consistent talent and performance management approach
• Internal communications through Purple Pages, our
Group- wide internal newsletter, regular CEO videos and
internal memos
• Employee Assistance Programme – providing
confidential support and resources for mental health,
wellbeing and personal challenges
• Regular updates from the Group CEO, Group HR Director,
Group Corporate Development Director and Sector CEOs
• Feedback from the Group Colleague Engagement
Survey and ongoing feedback mechanisms
OUTCOMES/ACTION TAKEN
Following the engagement survey results, the Board
is aware of areas of improvement and the following
actions were taken:
• All Star Awards
• Workshops delivered on Diversity, Equity & Inclusion
WHY WE ENGAGE
It is imperative that we maintain good levels of
engagement with our businesses to support
engagement, ensure alignment with our Group
strategy, evolve our culture and facilitate knowledge
sharing and best practice.
HOW WE ENGAGE
• Quarterly business reviews
• Regular business visits from Group
• Quarterly SLT meetings
• In-person Sector conferences
• CEO updates
• Regular updates from Sector CEOs
• Business visits – this year our Board (both collectively
and individually) visited Shoal Group (UK), IS-Group
(UK), Clarendon Specialty Fasteners (UK), Acernis
(Canada), Hercules (Louisville, USA) and Windy City
Wire (Chicago, USA)
• Informal touchpoints that promote dialogue,
encourage idea-sharing and strengthen relationships
across the Group
OUTCOMES/ACTION TAKEN
• Onboarding programmes for all acquisitions
• Sales Excellence event
WHY WE ENGAGE
We are focused on customer satisfaction
anddelivering an excellent value-add service.
Weremain engaged with our customer base,
toreceive feedbackfor continuous improvement
andto build long-lasting relationships.
HOW WE ENGAGE
• Decentralised model: individual businesses have
close customer relationships and are responsive
totheir needs
• Conferences and trade events
• Long-term relationships
• CEO reports
• Regular updates from Sector CEOs
• Risk management
• Customer feedback mechanisms
OUTCOMES/ACTION TAKEN
• Product innovations across Life Sciences and
otherSectors
• Workshops and customer education at our facilities
• Providing value-add services

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202552
ENGAGEMENT WITH STAKEHOLDERS AND SECTION 172 STATEMENT CONTINUED
OUR SUPPLY CHAIN OUR INVESTORS ENVIRONMENT AND COMMUNITIES
WHY WE ENGAGE
Our supply chain is fundamental to Diploma’s
businessand we engage with our suppliers
toencourage and maintain collaborative and
transparentworking relationships.
HOW WE ENGAGE
• Decentralised model: individual businesses
maintainclose relationships with suppliers
• Regular engagement, including audits as appropriate
• Supply Chain Policy
• Clear payment practices
• Updates from Group CEO and Sector CEOs
• Supply chain reporting
• Modern Slavery Statement
• Risk management
OUTCOMES/ACTION TAKEN
• Strong, mutually beneficial partnerships
• Increased number of key suppliers signed
uptoGroup Supplier Code
• Ongoing collaboration to realise innovation
• Strategic alignment and growth opportunities
WHY WE ENGAGE
We are committed to maintaining an open and constructive
dialogue with our shareholders, keeping them informed
on performance and strategy so that they can fairly value
the Company and ensure our continued access to capital.
HOW WE ENGAGE
• Results presentations by CEO and CFO
• One-on-one meetings undertaken by CEO, CFO
andHead of Investor Relations throughout the year
• Comprehensive roadshow programme across the UK,
Europe and North America
• Annual General Meeting
• Trading updates, regulatory news items and website updates
• ESG rating schemes
• Engagement with the Chair and Committee Chairs as
appropriate; including consultation with shareholders
on remuneration
• Shareholder briefings and investor relations update
bythe Head of Investor Relations
OUTCOMES/ACTION TAKEN
• Enhanced materials providing investors deeper
insights into Diploma
• Ongoing dialogue to improve understanding
ofbusiness performance and strategy
WHY WE ENGAGE
We value local engagement with our communities.
Weare committed to conducting business sustainably,
targeting net zero and creating long-term value
forstakeholders.
HOW WE ENGAGE
• The Group matches donations fundraised
bythebusinesses
• Group Environmental Policy
• More frequent greenhouse gas emissions reporting
• Integrated waste reporting
• DVR governance and workshops
• Training key roles to achieve net zero targets
• Updates from biannual DVR Committees
• Training on climate-related issues and trends
OUTCOMES/ACTION TAKEN
As a result of the aforementioned engagement
activities, the following actions were taken:
• Continuing initiatives for business relocations
tomoreenergy efficient facilities where possible
• Continuing to transition to renewable energy by
partnering with electric companies and investing
intechnological advancements
• Positioning the businesses to support the transition
toa lower carbon economy
HOW WE ENGAGE WITH OUR STAKEHOLDERS CONTINUED

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 53
VIABILITY STATEMENT
In accordance with the UK
Corporate Governance Code, the
Directors have assessed the viability
of the Group over a three-year
period to 30 September 2028,
which is a longer period than
the12-month outlook required
inadopting the going concern
basis of accounting.
A period of three years has been chosen
for this assessment, having considered
the speed and degree of change possible
in key assumptions influencing the Group,
as well as the speed of evolution of
the footprint of the Group, which
collectively limits the Directors’ ability
to predict beyond the period chosen
reliably. Given the pace of change in
the primary end segments in which the
Group operates, the Directors believe
that three years represents the most
appropriate timescale over which
to assess the Group’s viability. This
timescale is consistent with the Board’s
review of the Group’s strategy at which
the prospects of each business are
discussed. As part of this, assumptions
are made regarding entering into new
markets and geographies; about future
growth rates of the existing businesses;
and about the acceptable performance
of existing businesses.
The Directors confirm that this robust
assessment also considers the principal
risks and emerging risks facing the
Group, as described on pages 42–48,
and the potential impacts these risks
would have on the Group’s business
model, future performance, solvency
or liquidity over the assessment period.
The Board considers that the diverse
nature of the Sectors and geographies
in which the Group operates acts
significantly to mitigate the impact any
of these risks might have on the Group.
The viability assessment considers
severe but plausible downside
scenarios aligned to the principal risks
facing the Group where the realisation
of these risks is considered remote,
considering the effectiveness of the
Group’s risk management and controls
and current risk appetite.
A robust financial model of the Group
is built on a business-by-business
basis and the metrics for the Group’s
key performance indicators (KPIs) are
reviewed for the assessment period.
The Group’s KPIs have been subjected
to sensitivity analysis that includes
flexing a number of the main
assumptions, namely future revenue
growth, operating margins and cash
flows as a consequence of adverse
trading impacts arising from a downturn
in the major end markets in which the
businesses operate, supply chain
disruption and climate related risks.
The degree of severity applied in
this sensitised scenario was based
on management’s experience and
knowledge of the Sectors in which
theGroup operates.
The results of flexing these assumptions,
in aggregate to reflect a severe but
plausible downside scenario, are
used to determine whether additional
bank facilities will be required during
this period. The Group has significant
financial resources including banking
facilities as detailed on pages 136–137.
The Group also has a broad spread
of customers and suppliers across
different geographic areas and
independent market sectors, often
secured with longer-term agreements.
The Group is further supported by
a robust balance sheet and strong
operational cash flows.
In addition, the Group has also carried
out reverse stress tests against
the base case financial projections
to determine the conditions that
would result in a breach of financial
covenant. The conclusion of this was
that the conditions required to create
the reverse stress test scenarios on
revenue, operating margin and cash
flows were so severe that they were
deemed implausible.
The Directors therefore confirm that
they have a reasonable expectation
that the Group will continue to operate
and meet its liabilities, as they fall due,
for the next three years to September
2028. The Directors’ assessment has
been made with reference to the
resilience of the Group as evidenced
by its robust performance since the
Covid-19 pandemic, its strong financial
position and cash generation, the
Group’s current strategy, the Board’s
risk appetite and the Group’s principal
risks and how these are managed, as
described in the Strategic Report.

Strategic Report
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202554
NON-FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
Reporting
requirement Relevant policies and standards
Further
information
Code of
conduct
Our Code of Conduct is the Group’s umbrella governance
document, setting out the standards of conduct and behaviour
expected of all colleagues across Diploma. It brings together
our key commitments across five areas: Delivering for Our
People, Doing Business Responsibly, Safeguarding Information
& Systems (including information security and data protection),
Delivering for the Environment, and Speaking Up. The Code
underpins how we work with colleagues, customers, suppliers
and other stakeholders and is supported by mandatory training
and detailed Group policies.
See code
onwebsite
Anti-bribery
and corruption
Our Anti-Bribery & Corruption Policy complies with the UK
Bribery Act 2010 and sets out our zero-tolerance approach to
bribery, corruption and facilitation payments, supported by
regular training. Our Anti-Facilitation of Tax Evasion Policy
aligns with the UK Criminal Finances Act 2017 and establishes
prevention procedures to stop the facilitation of tax evasion.
Through our Code of Conduct we also set standards for
preventing fraud (including obligations under the UK Failure
to Prevent Fraud Act), anti-money laundering, sanctions
compliance, and the use of gifts and hospitality.
See policy
onwebsite
Diversity,
equity&
inclusion (DEI)
Our DEI Policy sets a Group-wide commitment to a fair, inclusive,
and equitable workplace where colleagues are respected
and considered on merit. We support equal opportunity in
recruitment, development, and progression, make reasonable
accommodations where required, and hold leaders accountable
for embedding inclusive practices. We have a 2030 target for 40%
female representation in senior management, and each business
maintains a DEI plan aligned to the DVR framework, supported by
talent reviews as part of succession and people planning.
See policy
onwebsite
Read more
onpages 12–13
and 39
Environment
Our Environment Policy commits Diploma to sustainable
operations and achieving net zero greenhouse gas emissions
by 2045, with near-term 2030 targets validated by the Science
Based Targets initiative. The Policy focuses on improving
environmental performance through resource efficiency,
emissions reduction, waste minimisation and responsible
logistics, with each business required to maintain robust
environmental management systems, Key priorities include
compliance with environmental standards, ongoing improvement,
and engaging stakeholders to minimise environmental impact.
See policy
onwebsite
Read more
onpage 41
Climate-related
Financial
Disclosures
Our climate-related disclosures are prepared in line with the
Task Force on Climate-related Financial Disclosures (TCFD)
framework and comply with the UK Climate-related Financial
Disclosures Regulations (CRFD). They are consistent with
the four recommendations of the TCFD and Recommended
Disclosures including section C of the 2021-TCFD Annex entitled
‘Guidance for all Sectors’ and include progress towards our net
zero commitment.
Read more on
pages 157–161
Reporting
requirement Relevant policies and standards
Further
information
Health and
safety
Our Health & Safety Policy prioritises the physical and mental
wellbeing of colleagues, visitors and partners. We maintain a
Group-wide goal of zero lost time incidents, measured by our
lost time incident frequency rate, and embed a proactive and
values-driven safety culture through our Stand Up for Safety
programme. The Policy requires every business to carry out
risk assessments, deliver training, and implement continuous
improvement plans, supported by regular internal and third-party
audits and governance oversight.
See policy
onwebsite
Read more
onpage 40
Human rights
& labour
conditions
Our Human Rights Policy sets out our commitment to
internationally recognised human rights, consistent with the
United Nations Guiding Principles on Business and Human Rights.
It focuses on fair treatment, non-discrimination, freedom of
association, prohibiting forced and child labour, and ensuring
safe and healthy working conditions. The Policy is supported
bysupplier and colleague engagement and regular review.
See policy
onwebsite
Modern Slavery
Act Statement
Our Modern Slavery Act Statement confirms the Group’s
zero-tolerance approach to slavery in all its forms, including
human trafficking, forced and child labour. The Statement
sets out how we assess and address modern slavery risks in
our operations and supply chains, with a focus on higher-risk
outsourced services and specific Sectors. It is supported by
ourSupplier Code of Conduct and Whistleblowing Policy.
See statement
on website
Whistleblowing
Our Whistleblowing Policy sets out how colleagues and other
stakeholders can raise concerns about suspected misconduct,
breaches of policy, or unethical behaviour. The Policy provides
access to a confidential, independently managed hotline
available 24/7 in multiple languages. All reports are reviewed by
the Group General Counsel & Company Secretary with support
from internal audit and external resources as required, ensuring
concerns are properly investigated and colleagues are protected
when raising issues in good faith.
See policy
onwebsite
Supply chain
Our Supplier Code of Conduct sets out expectations across
five areas: compliance & governance, people & labour practices,
supply chain conduct, environmental responsibility, and
speaking up. It promotes fair treatment, responsible sourcing,
reduction of environmental impacts, and provides independent
whistleblowing channels for supplier employees.
See code
onwebsite
Read more
onpage 40
FURTHER READING CAN BE FOUND ON OUR WEBSITE AT
DIPLOMAPLC.COM/ABOUT-US/GOVERNANCE/POLICIES/

Strategic Report Corporate Governance
55DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Financial Statements Additional information
CORPORATE
GOVERNANCE
PRINCIPLES OF THE UK CORPORATE GOVERNANCE CODE 2018
Board leadership and
company purpose
READ MORE ON PAGES 3 AND 56-62
Composition, succession
and evaluation
READ MORE ON PAGES 56, 59-61
AND71–75
Remuneration
READ MORE ON PAGES 76–97
Division of
responsibilities
READ MORE ON PAGE 64
Audit, risk and
internalcontrol
READ MORE ON PAGES 42–48
AND65–70
Compliance with the UK Corporate Governance Code
It is the Board’s view that for the financial year ended
30September 2025, the Company has applied all of the
principles and has complied with all of the provisions set
outinthe UK Corporate Governance Code 2018 (the Code).

Corporate Governance
56 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
CHAIR’S INTRODUCTION TO GOVERNANCE
Purpose, culture and values
Our purpose is to innovate, create
and deliver value-add solutions for a
better future. This collective purpose
ensures that colleagues in all the
businesses throughout our diverse
and decentralised Group are aligned
through our shared values, and our
purpose underpins our strategy, and
decision‑making as a Board. Our values
reflect the beliefs and behaviours of our
Group and are the cornerstone of our
culture. More information on the Diploma
values can be found on page 1.
The Board participated in a deep‑dive
strategy review during the year, considering
inputs from members of the Executive
Team as well as external advisors. Diploma
is committed to fulfilling our purpose and
strategy in an environmentally, socially
and ethically responsible way. During
the year, we continued our Delivering
Value Responsibly (DVR) journey, marking
several achievements, including further
strengthening our approach to health
and safety, positively impacting waste
to landfill and continuing our progress
towards gender balance.
FURTHER INFORMATION ON OUR DVR PROGRESS
CAN BE FOUND ON PAGES 38–41
The Board was pleased to note that
the Group’s workforce engagement
scores this year remained very high,
and enjoyed meeting colleagues, and
learning more about their opportunities
and challenges, during the Board’s visit
to our Shoal Group business in March.
Board composition and succession
We were delighted to welcome Ian
El‑Mokadem to the Board in January 2025.
The Board is appreciative of the wealth
of experience and expertise which
Ian is able to contribute to the Board
and its Committees. Ian’s induction
has encompassed visits to different
Diploma businesses globally, as well as
introductory sessions with the Executive
Team and senior leaders.
In August 2025, we announced that
Wilson Ng had been appointed as
Acting Chief Financial Officer, following
Chris Davies stepping down. Wilson
has over 20 years’ international finance
experience, including, most recently,
three years as the Company’s Group
Financial Controller. The Nomination
Committee has initiated a process to
identify a permanent successor, and
we will provide a further update on this
process in due course. Details of Chris
Davies’ remuneration arrangements on
stepping down from the Board are set
out on page 92.
As of 30 September 2025, 44.4% of
theBoard were women (four women and
five men) and there were two Directors
from minority ethnic backgrounds. I am
pleased to report that we therefore
meet the Listing Rules targets for (i)
female representation on the Board
to be at least 40%, (ii) there to be at
least one individual on the Board from
a minority ethnic background, and (iii)
there to be at least one woman in a
senior Board role. We will continue to
ensure that the benefits of diversity
areappropriately considered in the
context of any future Board recruitment.
FURTHER INFORMATION CAN BE FOUND IN THE
NOMINATION COMMITTEE REPORT ON PAGES
71–75
Board effectiveness
The Board and its committees
undertook an internally facilitated
performance review this year, having
last undergone an externally facilitated
review in 2024. I am pleased to report
that this concluded that the Board was
operating positively, and that there
had been tangible outcomes from the
measures that had been implemented
as a result of the opportunities identified
during the prior year’s evaluation process.
Additional detail on the process followed,
its outcomes and agreed areas of focus
for the upcoming year can be found on
page 74.
Looking ahead
The Board continues to be focused
on ensuring the long‑term sustainable
success of the Company through
strategic oversight, robust governance
and risk frameworks, and by supporting
a communality in purpose and values
within a decentralised culture.
Annual General Meeting
We will be holding our AGM on
14 January 2026, and the Board
welcomes this opportunity to meet
with shareholders. Additionally, Board
members remain available throughout
the year to answer questions or engage
on topics of interest to shareholders.
David Lowden
Chair
18 November 2025
DEAR
SHAREHOLDER
On behalf of the Board, I am pleased
tointroduce our Governance Report
forthe year ended 30 September 2025.
This report sets out our approach to
effective corporate governance and
outlines key areas of focus for the Board,
and the activities the Board undertook
during the year, as we continue to
drive long‑term sustainable success
forstakeholders.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 57
BOARD
ACTIVITIES
CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
25%
• Regularly reviewed the Group’s performance against
thestrategy
• Presentations by the Group Corporate Development
Director and Sector leadership on strategic priorities
andexecution against those priorities
• Reviewed and discussed our ESG strategy and approach,
Delivering Value Responsibly
• Reviewed and approved the Group’s M&A and business
development activities, reorganisations and various
otherprojects
• Strategy review session
20%
• Received updates on the Group’s financial performance
• Approved the FY26 budget; monitored performance
against the FY25 budget through regular presentations
from the CFO
• Assessed and approved dividend payments, balancing
theviews of various stakeholders
• Investor relations: regular reports including share register
movement and feedback from analysts and investors
• Review and approval of Tax and Treasury Policies
10%
• Regular updates from the Group CEO
• Monitored and discussed the regulatory and political
impacts on the Group’s operations
• Approval of the annual Modern Slavery Statement
• Sector presentations on business, strategy and opportunities
• Business visits
15%
• Regular corporate governance and regulatory updates from
the Group Company Secretary
• Agreed and tracked actions from the 2024 internal
evaluation of the Board’s performance
• Approved the appointment of a new Non‑Executive Director
• Reviewed schedule of matters reserved for the Board and
Terms of Reference of its Committees
• Reviewed and approved the Company’s financial reporting
15%
• Received reports on the macroeconomic environment,
world events and emerging trends
• Annual risk review: review of principal risks to ensure they
remain appropriate together with mitigating activity; reviewed
and approved the inclusion of new and emerging risks
• Quarterly risk updates
• Cybersecurity updates
• Annual Insurance Review
15%
• Reviewed Group Colleague Engagement Survey results
• Received reports on workforce wellbeing throughout the year
• Site visits to Canada (Acernis), the US (Hercules and Windy
City Wire) and the UK (Shoal Group, ISG and Clarendon)
• Talent and succession update
• Sector presentations
Strategy & Strategic Execution
Finance
Operations
Governance
Risk
Colleagues & Culture
Set out below are some of the key activities, matters
considered and decisions made by the Board in the year.

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202558
GOVERNANCE AT A GLANCE
GENDER DIVERSITY
ETHNIC DIVERSITY
LENGTH OF TENURE
Male: 56%
Female: 44%
Ethnic minority: 22%
Non-ethnic
minority: 78%
0–3 years: 56%
3–6 years: 44%
BOARD AT A
GLANCE
SKILLS AND EXPERIENCE
DEI
HR / People
Health & Safety
Cybersecurity
Sustainability /
Climate
M&A Activities
Digital / Cyber
International
Business
Technology /
Innovation
Risk
Management &
Internal Controls
Strategy
Sales /
Marketing /
Customer
Operations
Finance
Healthcare
Manufacturing
Distribution /
Service
Industrial (b2b)
BOARD AND COMMITTEE ATTENDANCE FY25 (AS AT 30 SEPTEMBER 2025)
Member Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
David Lowden 7/7 — 2/2 5/5
Johnny Thomson 7/ 7 — — —
Wilson Ng
1
1/1 — — —
Katie Bickerstaffe
2
6/7 4/4 2/2 5/5
Jennifer Ward 7/7 — 2/2 5/5
Geraldine Huse 7/7 — 2/2 5/5
Dean Finch
3
6/7 4/4 1/2 —
Janice Stipp 7/7 4/4 2/2 —
Ian El‑Mokadem
4
6/6 3/3 1/1 —
1 Wilson Ng joined the Board on 14 August 2025.
2 Katie Bickerstaffe was unable to attend the Board meeting held in January due to an unavoidable conflict.
3 Dean Finch was unable to attend the Board & Nomination Committee meeting held in July due to an
unavoidableconflict.
4 Ian El‑Mokadem joined the Board on 15 January 2025.
CHANGES TO THE BOARD
• Ian El‑Mokadem was appointed to the Board as Non‑Executive Director
on15January 2025
• Chris Davies resigned from the Board as Chief Financial Officer on 13 August 2025
• Wilson Ng was appointed to the Board as Acting Chief Financial Officer
on14August 2025
Diversity data

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 59
GOVERNANCE AT A GLANCE CONTINUED
OUR GOVERNANCE FRAMEWORK
The Board comprises the Chair, Executive Directors and Independent Non‑Executive Directors, and is responsible for the performance
and long‑term success of the Company, including Health & Safety, leadership, strategy, values, standards, controls and risk management.
DAVID LOWDEN
Chair
Leads the Board and ensures its overall effectiveness in
discharging its duties.
AUDIT COMMITTEE
Chair: Janice Stipp
Oversees and monitors the Company’s financial statements,
accounting processes, audit (internal and external), internal
controls systems and financial risk management procedures.
Also monitors the effectiveness of the internal audit function and
reviews the external auditor independence and performance.
SEE MORE ON PAGES 65–70
TREASURY COMMITTEE
Provides oversight of treasury activities in implementing the
treasury policies approved by the Board.
DISCLOSURE COMMITTEE
Oversees the disclosure of market sensitive information.
ADMINISTRATION COMMITTEE
Conducts general business administration on behalf of the Company within
clearly defined limits delegated by the Board and subject to the matters
reserved to the Board.
REMUNERATION COMMITTEE
Chair: Jennifer Ward
Reviews and recommends the framework and policy on
Executive Director and senior management remuneration.
Reviews workforce remuneration policies and alignment
with culture.
SEE MORE ON PAGES 76–97
NOMINATION COMMITTEE
Chair: David Lowden
Regularly reviews structure, size and composition of the Board and its
Committees. Identifies and nominates suitable candidates to be appointed
to the Board. Leads the Board’s succession planning and keeps the senior
leadership needs of the Group under review. Oversees the development of a
diverse succession pipeline.
SEE MORE ON PAGES 71–75
KATIE BICKERSTAFFE
Senior Independent Director
The Senior Independent Director provides a sounding boardforthe Chair
and serves as an intermediary for otherDirectors and shareholders.
GROUP COMPANY SECRETARY
The Group Company Secretary supports the Chair and ensures that Directors have access to accurate and timely information that they need to perform their roles.
EXECUTIVE DIRECTORS
Group Chief Executive Officer
and Group Chief Financial Officer
The Group CEO and CFO lead the implementation
oftheGroup’s strategy set by the Board.
EXECUTIVE TEAM
The Executive Team provides strategic and operational leadership
to the Group, ensuring that strategies are executed effectively.
SENIOR LEADERSHIP TEAM
The Senior Leadership Team oversees essential day‑to‑day
business operations and talent strategy, leads core initiatives
and implements policies and procedures. The team is made up
of members of the Executive team, Managing Directors of the
businesses and key Group functional roles.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Independent Non‑Executive Directors ensure that no
individual or small group of individuals candominate the
Board’s decision making.
BOARD COMMITTEES

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202560
BOARD OF DIRECTORS
DAVID LOWDEN
Board Chair & Nomination Chair
Joined: October 2021
JOHNNY THOMSON
Chief Executive Officer
Joined: February 2019
WILSON NG
Acting Chief Financial Officer
Joined: August 2025 (with the
Group since September 2022)
KATIE BICKERSTAFFE
Senior Independent Director
Joined: October 2024
JANICE STIPP
Independent Non-Executive
Director & Audit Chair
Joined: January 2024
Relevant skills and experience:
• Industrial and Distribution
• Finance and Risk Management
• Operations
• Strategy
• M&A Activities
• International Business
• Industrial, Distribution and Services
• Finance and Risk Management
• Operations and Customer Service
• Strategy
• M&A Activities
• International Business
• Manufacturing and Industrial Products
• Finance and Risk Management
• Strategy
• Operational Finance
• M&A Activities
• International Business
• Industrial, Service, Manufacturing
and Healthcare
• Sales / Marketing
• Operations / Customer Service
• Strategy
• M&A Activities
• Organisational Development
• Sustainability
• Industrial and Services
• Finance and Risk Management
• Strategy
• M&A Activities
• International Business
• Organisational Development
Current external appointments:
• Senior Independent Director,
Morgan Sindall plc
• Chair, Capita PLC
• Senior Advisor to TDR Capital
LLP (TDR) and a member of the
Strategic Committee of TDR’s
portfolio company, Applus+
• None • Non‑Executive Director,
JSainsbury plc
• Non‑Executive Director & Chair
ofRemuneration Committee,
Barratt Redrow plc
• Non‑Executive Director,
Aberdeen Group plc
• Senior Independent Director,
England and Wales Cricket Board
• Non‑Executive Director, The Royal
Marsden NHS Foundation Trust
• Director, Flocon de Neige Ltd
• Independent Board Member
andAudit Committee Chair,
ArcBest Corporation
• Non‑Executive Director & Audit
Committee Chair, Rotork Plc
• Board Member, Michigan State
University Research Foundation
Past appointments:
• Chair, PageGroup plc
• Senior Independent Director,
Berendsen plc
• Chair, Huntsworth plc
• Non‑Executive Director, William
Hill plc and Cable & Wireless
Worldwide plc
• Chief Executive, Taylor Nelson Sofres
• Group Finance Director,
CompassGroup PLC
• Regional Managing Director, Latin
America, Compass Group PLC
• Divisional Finance Director (Steam
Specialties), Spirax Group plc
• VP Finance, GKN plc
• Co‑Chief Executive Officer,
Marks & Spencer Group Plc
• Executive Chair, SSE Energy Services
• CEO Designate, SSE Plc
• CEO UK & Ireland, Dixons
Carphone Plc
• Independent Board Member,
Sappi Ltd
• Independent Board Member,
Commercial Vehicle Group Inc
• Independent Board Member, NN Inc
• Independent Board Member,
PlyGem Holdings Inc
COMMITTEE MEMBERSHIP
Remuneration ChairAudit Nomination
A
A
N
N
R
R N
R
N A

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 61
BOARD OF DIRECTORS CONTINUED
JENNIFER WARD
Independent Non-Executive
Director & Remuneration Chair
Joined: June 2023
DEAN FINCH
Independent Non-Executive
Director
Joined: May 2021
GERALDINE HUSE
Independent Non-Executive
Director
Joined: January 2020
IAN EL-MOKADEM
Independent Non-Executive
Director
Joined: January 2025
ANNA LAWRENCE
Group General Counsel
&CompanySecretary
Joined: May 2025
Relevant skills and experience: An experienced FTSE company
secretary and solicitor, Anna
oversees the Group’s global
legal,compliance and
governance functions.
Anna advises the Board, its
Committees and Directors,
ensuring robust corporate
governance and that Board
processes are effective
and consistently applied.
With expertise in regulatory
and contractual law as well
as corporate transactions,
Anna brings both rigour and
strategic insight to the Group’s
governanceframework.
• Industrial, Services and
Healthcare
• Customer Service
• Sales / Marketing
• International business
• Organisational Development
• Diversity, Equity & Inclusion
• HR / People
• Industrial and Services
• Finance and Risk Management
• Operations and Customer Service
• Health & Safety
• M&A Activities
• Strategy
• International Business
• Industrial, Distribution,
Manufacturing and Healthcare
• Customer Service
• Sales / Marketing
• International Business
• Organisational Development
• Diversity, Equity & Inclusion
• Sustainability
• Industrial and Services
• Finance and Risk Management
• International Business
• Operations
• Health & Safety
• M&A Activities
• Strategy
• Technology‑enabled
businesstransformation
Current external appointments:
• Executive Director and
Chief Talent, Culture and
Communications Executive,
Halma Plc
• Group Chief Executive,
Persimmon PLC
• Non‑Executive Director,
Home Builders Federation
• None • Non‑Executive Director,
SercoGroup plc
• Director, Roegate Consulting Ltd
• Non‑Executive Director,
UnitedUtilities Group plc
• Senior Advisor, Industrial &
Business Services group,
Warburg Pincus LLC
Past appointments:
• Senior Director, Human
Resources, PayPal Inc
• SVP Learning & Leadership
Development, Bank of America
• Chief Executive Officer,
NationalExpress Group plc
• Group Chief Executive, Tube Lines
• Group Finance Director &
Group Chief Operating Officer,
FirstGroup plc
• President, P&G Canada
• Chief Executive Officer,
P&GCentral Europe
• Chair of the Institute of
GroceryDistribution
• Chief Executive, RWS Holdings plc
• Chief Executive, V.Group for
Advent International
• Chief Executive, Exova Group plc
COMMITTEE MEMBERSHIP
Remuneration ChairAudit Nomination
A
AA
N
NNN
N
R
R
R

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202562
BOARD OF DIRECTORS CONTINUED
MONITORING
CULTURE
Purpose, culture and values
The Board is responsible for ensuring
that the Group achieves its purpose, which
is to innovate, create and deliver value‑add
solutions for a better future. In reviewing
and ensuring the implementation of the
Group’s strategy, the Board ensures that
the objectives of our purpose are met
while also taking into account the risks
and opportunities facing the Group.
The 2018 UK Corporate Governance
Code (the Code) emphasises the
importance of the role of the Board
regarding culture, with specific
recommendations that the Board
assesses and monitors. Our decentralised
model means that culture is embedded
in our businesses, each of which has
its own unique aspects which we
believe are critical to the autonomy and
empowerment that underpins the Group’s
success. As the business landscape
evolves and the Group continues to grow,
the Board felt it necessary to review the
Group’s culture and values during the
year to ensure continuity, adaptability
and the right cultural direction. Following
this review, we refreshed our core values
to be: customer‑centric, doing the right
thing, remaining accountable, growing
together and being down to earth.
HOW THE
BOARD
MONITORS
CULTURE
The Board
• Strategy updates
• CEO’s report
• Presentations by the Group HR Director
• Sector and function presentations
• Employee engagement survey
• Site visits
• Board Committees
Our Board Committees also play an
important role in monitoring our culture:
• Remuneration Committee receives
updates from the Group HR Director that
provide an overview of pay structures
across the Group and their alignment
with our purpose, values and strategy.
This allows the Committee to ensure that
the relevant policies and practices are
consistent with our values.
• Audit Committee has oversight of
internalcontrols and continuous access
to internal audit, both of which can give
an indication of culture, particularly
honing in on any negative elements that
don’t align with the Group’s culture.
Engagement is primarily driven through
local Managing Directors (MDs), who
maintain close relationships with their
teams and communicate regularly with
their respective Sector CEOs. In parallel,
central Group functions lead global
communications, ensuring consistency
and alignment. Together, these channels
provide a strong platform for open,
two‑way dialogue across the workforce.
The Board remains well informed of
colleague perspectives and experiences,
and uses a combination of methods to
meet the requirements of the Code:
• Regular updates on people matters at
each scheduled Board meeting, with
particular focus this year on talent and
succession planning.
• Colleague, talent and culture updates
provided by the Group HR Director.
• Review of workforce pay practices
bythe Remuneration Committee.
• Regular site visits undertaken by the Board.
• Frequent interaction between
Executive Board members and
individual businesses, supported by the
Group’s flat structure, which enables
direct and transparent communication.
• Presentation and discussion of the
outcomes of the Group Colleague
Engagement Survey, which achieved
a high participation rate and an
engagement index score of 78%.
Full results of the survey are set out
onpage 39.
During the year, the Board has monitored
culture in a number of ways. This includes
business visits, presentations from Sector
leadership, strategy review sessions,
and updates on people and culture from
the Group HR Director. Successfully
scaling up our value‑add model requires
constant evolution, and our culture has a
critical role to play in supporting growth.
When considering acquisition strategies,
cultural fit is also an important area of
focus and discussion. Whilst remaining
decentralised and maintaining their own
unique identity, our businesses benefit
from shared best practices, intercompany
networks and exceptional leadership teams.
One of the key ways in which the Board
can experience and evaluate the culture is
through meeting with colleagues across
our businesses. Board members were
delighted to have travelled to Canada to
visit Acernis, the US to visit Hercules and
Windy City Wire and to our UK businesses
Shoal Group, IS‑Group and Clarendon.
The results of our Group Colleague
Engagement Survey (discussed on page
39) have alsoprovided further insight.
Employee engagement
The Board is committed to meaningful
engagement with employees and has
carefully considered the methods set
out in the Code. However, given the
Group’s decentralised structure and
wide geographical footprint, the Board
believes that a more tailored, multi‑faceted
approach is most effective. This
approach is not led by a single Director
or group of Directors, but instead leverages
local and central engagement channels
across the business.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 63
BOARD OF DIRECTORS CONTINUED
DELIVERING VALUE
RESPONSIBLY
The Board retains ultimate oversight
and responsibility for DVR, including
governance, strategy, performance, and
climate‑related risks and opportunities.
The Audit Committee reviews Group
climate‑related risks, their mitigation, and
TCFD disclosures, while the Remuneration
Committee ensures flexibility to incorporate
DVR metrics into future remuneration.
The Executive Team, including the
Sector CEOs, provides alignment and
oversight of DVR across their areas of
responsibility. The Senior Leadership
Team, comprising Managing Directors, is
accountable for local DVR performance
and operational execution, supported
by local DVR committees and networks.
The DVR Steering Committee, led by
the Group CEO and Sustainability
Director, defines DVR strategy, sets
Group targets, supports Sectors
and businesses, and monitors and
communicates progress.
In a decentralised Group, achieving
alignment and driving progress at the
appropriate pace requires effective
communication. The Board receives
regular DVR updates and participates
in an in‑depth annual session with
the Group HR Director. The SLT and
Executive Team also cover DVR in
scheduled updates, and all targets
andmetrics are reviewed and approved
by the Board.
DIPLOMA PLC BOARD
The Board monitors and embeds culture through a variety of methods, including strategy updates, reports from the CEO,
presentations by the Executives, Sector and functional leaders, employee engagement surveys, and site visits.
EXECUTIVE COMMITTEE
Integrates our core principles into the Group’s strategic framework, ensuring that every decision reflects our values.
Regularlyreviews Group’s performance and strategy to identify areas of opportunity.
BUSINESS MDS
Ensures our core values and behaviours are reflected in every aspect of our operations, daily interactions
anddecision‑making processes. Responsible for implementing engagement survey action plans for their
respectivebusinesses and monitoring progress against these plans.
AUDIT COMMITTEE
Has oversight of internal controls and continuous access
to external and internal audit, both of which can give an
indication of culture, particularly honing in on any negative
elements that don’t align with the Group’s culture.
REMUNERATION COMMITTEE
Receives updates from the Group HR Director that provide
an overview of pay structures across the Group and their
alignment with our purpose, values and strategy. This
allows the Committee to ensure that the relevant policies
and practices are consistent with our values.
OUR DVR GOVERNANCE STRUCTURE
Our DVR governance structure is lean and reflects the Group’s decentralised model.

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202564
BOARD OF DIRECTORS CONTINUED
DIVISION OF
RESPONSIBILITIES
The Board is accountable to
shareholders for overseeing the
Group’s financial and operational
performance, risk management,
and culture. It is collectively
responsible for promoting the
long‑term success of the Group.
In fulfilling this responsibility, the
Board monitors progress against
strategic objectives, approves
key actions, and ensures that
appropriate internal controls are
inplace and operating effectively.
A formal schedule of matters reserved
for the Board defines the framework
under which it operates, setting out
howauthority is exercised and providing
clear guidance onthe discharge of its
responsibilities. TheBoard is supported
by three principal committees, Audit,
Nomination and Remuneration, as well
as two administrative committees,
Treasury and Administrative, each
ofwhich considers matters within
itsownterms of reference.
MATTERS RESERVED
FORTHEBOARD
The Board has a formal schedule of matters
reserved for its decisions:
• Purpose, strategy and management
• Values, culture and stakeholders
• Membership of the Board and
otherappointments
• Financial and other reporting and controls
• Audit, risk and internal controls
• Contracts and capital structure
• Communication
• Remuneration
• Delegation of authority
• Corporate governance and other matters
ROLES IN THE BOARDROOM
NON-EXECUTIVE CHAIR
• Provides leadership to the Board
and ensures it operates effectively
indischarging its responsibilities.
• Shapes boardroom culture, encouraging
openness, constructive challenge,
androbust debate.
• Sets the agenda for Board meetings,
with a focus on strategy, performance,
value creation, risk management, culture,
stakeholders, and accountability.
• Chairs meetings to ensure timely
distribution of information and sufficient
time for discussion and decision‑making.
• Builds relationships of trust, respect,
andopen communication both within
andoutside the Board.
• Leads engagement with major
shareholders to understand their views
ongovernance and delivery of strategy.
INDEPENDENT NON-EXECUTIVE
DIRECTORS
• Ensure that no individual or small group
of individuals can dominate the Board’s
decision‑making.
• Provide constructive challenge, give
strategic guidance, offer specialist
adviceand hold executive management
toaccount.
• Independent Non‑Executive Directors
meeting the independence criteria set
outin the Code comprise more than
halfof Board membership.
SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
• Supports the Chair in ensuring the Board
operates effectively.
• Works with the Nomination Committee on
succession planning and leads the process
for evaluating the Chair’s performance.
• Provides a sounding board for the Chairand
offers support in achieving Board objectives.
• Acts as an alternative contact for shareholders,
offering a channel for concerns that
cannot be raised with the Chair or
seniormanagement.
GROUP CEO & GROUP CFO
• Lead the implementation of the Group’s
strategy set by the Board.
• The Group CEO is responsible for overall
management of the Group, including
delivery of strategy, leadership of the
Executive Team, and effective oversight
ofoperations and resources.
• The Group CFO is responsible for the
Group’s financial management, planning,
reporting, and risk oversight, supporting
strategicdelivery.
• Executive Directors provide the Board
with information and presentations,
and actively participate in discussions
on Group management, financial
performance, and operational matters.
• Matters delegated to the CEO and CFO
include managing the business in line
withthe Group’s strategy and annual
budget, and implementing the risk
governance framework.
GROUP COMPANY SECRETARY
• Supports the Chair and ensures Directors
have timely and accurate information to
fulfil their responsibilities.
• Acts as a trusted link between the Board,
its Committees, executive management,
and the Non‑Executive Directors.
• Advises the Board on legal and
corporategovernance matters, ensuring
compliance with the Code, UK listing
obligations, and other statutory and
regulatory requirements.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 65
AUDIT COMMITTEE REPORT
THE ROLE OF
THECOMMITTEE
The Audit Committee is responsible
for ensuring that the Group maintains
a strong control environment. It
provides effective governance over
the Group’s financial reporting,
including oversight and review of the
systems of internal control and risk
management, the performance of
internal and external audit functions,
as well as the behaviour expected
of the Group’s employees through
the whistleblowing policy and similar
codes of conduct. The Committee
continues to focus on monitoring
and overseeing management on
continual improvements to governance,
compliance and financial safeguards.
KEY MATTERS DISCUSSED
• Reviewed and agreed the scope of
audit work to be undertaken by the
external auditor and agreed the terms
of engagement and fees for the
external audit.
• Reviewed the effectiveness
oftheexternal auditor.
• Reviewed the Annual Report and
Accounts and received reports from
the Group CFO and the external
auditor on the key accounting issues
and areas of significant judgement.
• Reviewed the report from the CFO
onthe controls in place to mitigate
fraud risks.
• Approved the Going Concern
andViability Statements.
• Reviewed the Half Year Announcement
and received reports from the external
auditor on the key accounting issues
and areas of significant judgement.
• Reviewed the trading updates.
• Reviewed the effectiveness of the
Group’s internal control and risk
management procedures and, where
appropriate, made recommendations
to the Board on areas for improvement.
• Invited the Group Head of Internal
Audit to attend meetings to review the
results of the internal audit work for the
current year and to agree the scope
and focus of internal audit work to be
carried out in the following year.
• Reviewed and approved the Internal
Audit Charter.
• Reviewed the internal controls
environment and fraud risk
management process in light of the
Economic Crime and Corporate
Transparency Act (ECCTA) 2023 and
made recommendations to the Board.
• Reviewed updates on preparatory work
in relation to Provision 29 under the
2024 UK Corporate Governance Code.
• Approved the Committee work
programme for 2026.
JANICE STIPP
Chair of the Audit Committee
Member
Meetings
attended Joined
JANICE STIPP
(Chair)
January
2024
DEAN FINCH
May
2021
KATIE
BICKERSTAFFE
October
2024
IAN
EL-MOKADEM
1
January
2025
Attended
1 Ian El‑Mokadem was appointed to the Board on
15January 2025 and has attended all meetings
since that date.
TERMS OF REFERENCE CAN
BE FOUND ON OUR WEBSITE AT
WWW.DIPLOMAPLC.COM

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202566
AUDIT COMMITTEE REPORT CONTINUED
DEAR
SHAREHOLDER
I am pleased to present the Audit
Committee’s report for the year
ended 30 September 2025.
This report is intended to give
shareholders a clear view of the
principal areas considered by
the Committee and how we have
discharged our responsibilities
during the year.
During the year, the Committee’s
membership was streamlined to
promote efficiency and focus. We were
pleased to welcome Katie Bickerstaffe
and Ian El‑Mokadem to the Board and
as members of the Committee during
the year.
Strengthening the Group’s internal
control environment remained a key
priority during the year, with progress
made in formalising and documenting
key processes, expanding the testing
and remediation of controls, and
enhancing fraud risk oversight in
response to the Economic Crime
and Corporate Transparency Act
2023. The Committee worked closely
with management to ensure that
fraud‑related policies, training, and
monitoring are effective, while also
increasing focus on cybersecurity
to build resilience in a changing risk
landscape. These initiatives form part
ofthe Group’s ongoing efforts to
embed stronger accountability and
maintain a culture of risk awareness.
The Committee continued to prioritise
the ongoing enhancement of the Group’s
controls framework, which is designed
to serve as a robust foundation in
preparation for compliance with Provision
29 of the UK Corporate Governance Code,
published in 2024. Although the provision
will not apply to the Group until the
2026–2027 financial year, proactive
steps are being taken to ensure readiness.
As part of the Group’s year‑end
reporting process, the Committee has
thoroughly reviewed and challenged
management’s approach, analysis, and
recommendations, incorporating the
perspectives of the external auditor to
finalise the Annual Report and Accounts.
Additionally, the Committee has
continuously assessed and monitored
the Group’s principal and emerging risks
throughout the year on an ongoing basis.
The annual Board evaluation (outlined on
page 74), confirmed the effectiveness
of the Committee in discharging its
duties. The Committee continues to
play a key role in supporting the Board’s
oversight of financial report, internal
controls and risk management.
The Committee plans to commence a
retender process for the audit during
FY27 for the FY28 Annual Report
and Accounts in order to make any
necessary changes to providers of
other services in a timely and orderly
fashion and to appoint an auditor before
the start of that year, which is in the best
interests of shareholders. I am confident
that the Audit Committee has carried
out its duties effectively and to a high
standard during the year, providing
independent oversight with the support
of management and assurance from the
external auditors.
Looking ahead to 2025/2026, the
Committee will remain focused on
the Group’s internal control and risk
management reporting process and
continuing to support transparent
and reliable financial reporting. I am
confident that the Audit Committee has
carried out its duties effectively and to a
high standard during the year, providing
independent oversight with the support
of management and assurance from the
external auditors.
Our ongoing initiatives aim to increase
accountability and uphold a risk-aware culture.
I look forward to meeting shareholders
at the AGM on 14 January 2026 and will
be pleased to respond to any questions
on the work of the Audit Committee.
Janice Stipp
Chair of the Audit Committee
18 November 2025

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 67
AUDIT COMMITTEE REPORT CONTINUED
AUDIT
COMMITTEE
The Committee is chaired by Janice
Stipp and comprises four Independent
Non‑Executive Directors. The Committee
acts independently of the Executive
Directors and management. Our
members have a range of skills and the
Committee as a whole has experience
relevant to the Sectors in which the
Group operates. Janice has recent
and relevant financial experience,
asrequired by the Code.
The Executive Directors and Board
Chair also regularly attend Committee
meetings and subject matter experts
are invited to present on specific topics
as and when required. The Committee
met with the external auditor during the
year, without the Executive Directors
ormanagement being present.
The Audit Committee confirms that
the Company has complied with the
provisions of the Competition & Markets
Authority Order throughout its financial
year ended 30 September 2025 and
upto the date of this report.
Financial reporting and significant
financial judgements and estimates
The Committee considered and assessed:
• the Full Year and Half Year Results, and
trading updates for recommendation
to the Board;
• the appropriateness of accounting
policies and practices, as well as
critical accounting estimates and
keyjudgements; and
• whether the Annual Report and
Accounts, taken as a whole, is fair,
balanced and understandable and
provides the information necessary
forshareholders to assess the Group’s
position, performance, business model
andstrategy.
The Committee considered the matters
set out below as being significant
in the context of the consolidated
financial statements for the year
ended 30September 2025. These
were discussed and reviewed with
management and the external auditor;
the Committee then challenged
judgements and sought clarification
where necessary.
The Committee considered the
judgements made in preparing the
financial statements, including the
accounting for acquisitions and
disposals and the associated valuation
of intangible assets, the provisions for
excess and slow‑moving inventory, the
potential for impairment of goodwill
and the appropriateness of the Going
Concern assumption. The Committee
also reviewed the movements in the
Group’s defined benefit pension scheme.
Accounting for acquisitions
anddisposals
During the financial year, the Group did
not undertake any material acquisitions.
Five small acquisitions were completed,
each of which has been accounted for
in accordance with IFRS 3 (Business
Combinations). The Committee reviewed
management’s assessment of the fair
values, as well as the related purchase
price allocations. Given the limited size
of the acquisitions, no significant fair
value adjustments arose.
The Group completed five small
disposals in the year, which resulted
in a net gain on disposal of c.£17m.
The Committee considered the basis
for the gain recognised and the
Committee was satisfied that the
accounting treatment was appropriate
and consistent with relevant financial
reporting standards.
The Committee reviewed and
challenged management’s assessment
and concluded that the accounting for
these five small acquisitions and five
disposals were appropriate.
Provisions for excess and
slow-moving inventory
The Committee reviewed the CFO
report that set out the gross balances,
together with any related provision
against the carrying value of inventory.
The Committee reviewed the bases
used to value inventory held across
the Group; it also considered the
appropriateness of provisions held
against the carrying value of inventory,
having regard to the age and volumes of
inventory relative to expected usage.
Following its review, which also included
consideration of the external audit
findings, the Committee concluded
that the provision for excess and
slow‑moving inventory is appropriate.
Impairment of goodwill
The Committee considered the
carrying value of goodwill and the
assumptions underlying the impairment
review. The judgements in relation to
goodwill impairment largely relate
to the assumptions underlying the
calculations of the value in use of the
cash‑generating units (CGUs) being
tested forimpairment.
These judgements are primarily the
calculation of the discount rates, which
have slightly decreased, largely due
to the reduction of the equity size
premium, net of rising risk free rate
and cost of debt; the achievability of
management’s forecasts in the short
to medium‑term against the backdrop
of a more volatile macroeconomic
environment; and the selection
ofthelong‑term growth rate.
Following the review, which also included
consideration of the external audit
findings, the Committee concluded
that the carrying value of the goodwill
recorded is appropriate.

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202568
AUDIT COMMITTEE REPORT CONTINUED
Other audit matters
The Committee also considered other
less material matters including the
valuation of the Group’s defined benefit
scheme and the impact of the key
actuarial assumptions on the balances.
In respect of the UK High Court legal
ruling in June 2023 between Virgin
Media Limited and NTL Pension Trustees
II Limited and subsequent Court of
Appeal upholding of the High Court
judgement in July 2024, the Trustees
have received an update from the
Scheme pension advisors. Following
their review, the Scheme pension
advisors have confirmed that the
in‑scope deeds either had the section
37 certificate appended, or did not
require such a certificate. The Scheme
advisors have therefore confirmed to
the Trustees that no further investigation
is necessary in respect of this case.
The Committee is satisfied with the year
end position and the assumptions used.
In addition to the above, the Committee
also seeks comments from the auditor
on whether the Group’s businesses
follow appropriate policies to recognise
material streams of revenue, and their
audit work carried out more generally
has assessed whether there is any
evidence of management override of
key internal controls designed to guard
against fraud or material misstatement.
As part of its monitoring of the
integrityof the financial statements,
theCommittee reviews whether suitable
accounting policies have been adopted
and whether management has made
appropriate estimates and judgements,
and seeks support from the external
auditor to assess them.
Going Concern and Viability
The Going Concern and Viability
assessment was prepared by
management. In preparing the
assessment, management carried out
reverse stress testing as well as scenario
analysis. Two scenarios were considered
– the base case and the downside case.
The base case reflects latest forecast
performance and the downside case
reflects a decline in trading, lower
than forecast operating margins, and
adverse cash flows, and is considered
by management to be a severe but
plausible scenario.
The Group has ample liquidity and
covenant headroom in each scenario
for both Going Concern and Viability
Statement purposes. The Audit
Committee reviewed the assumptions
underpinning each scenario and is
satisfied with management’s assessment
and conclusions on Going Concern
and Viability. Further detail on the
assessment of Viability and the Viability
Statement are set out on page 53.
FURTHER DETAILS ON GOING CONCERN CAN BE
FOUND ON PAGE 145
ENGAGEMENT OF
THEEXTERNALAUDITOR
The external auditor, led by audit partner Richard Porter, is engaged to
expressan opinion on the financial statements of the Group. The audit includes
the consideration of the systems of internal financial control and the data contained
in the financial statements, to the extent necessary for expressing an audit
opinion on the truth and fairness of the financial statements.
During the year, the Committee carried out an assessment of the audit process,
led by the Chair of the Committee and assisted by the Group CFO. The assessment
focused on certain criteria that the Committee considered to be important
factors in demonstrating an effective audit process. These factors included the
quality of the audit process and the robustness of challenge to management;
key audit risks and how these have been addressed; the planning and execution
of the audit; and the role of management in the audit process.
The Committee was satisfied that the PwC audit of the Company and Group
had provided a robust and effective audit and an appropriate independent
challenge of the Group’s senior management. It also supported the work of
theCommittee through clear and objective communication on developments
in financial reporting and governance.
Non-audit services
The Committee has approved the
Group’s internal guidelines covering
the type of non‑audit work that can
be carried out by the external auditor
of the Group, in light of the regulation
set out in the FRC Revised Ethical
Standard2024.
The Group CFO does not have
delegated authority to engage the
external auditor to carry out any
non‑audit work, but must seek approval
from the Chair of the Audit Committee.
Taxation services are not provided by
the Group’s current audit firm. A range
of firms are used for the provision of
tax advice and any assistance with
tax compliance matters generally. In
addition, due diligence exercises on
acquisitions and similar transactions
are not provided by the auditor, but
areplaced with other firms.
The external auditor also provided
nonaudit services, for a total of £114,269,
in connection with an Interim Review
of the Group’s half year condensed
consolidated financial statements,
limited assurance services for specific
subsidiaries and online toolsubscriptions.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 69
AUDIT COMMITTEE REPORT CONTINUED
Non-audit services continued
During the year, the lead audit partner
brought to our attention that PwC had
been involved in a prohibited service,
the details of which are set out in
the Independent Auditor’s Report on
pages 102–109. The Committee agreed
that this activity did not impact the
independence of PwC for the purposes
of the audit for the relevant periods.
With the exception of these services,
PwC has not provided any non‑audit
services to the Group or its subsidiaries
and has confirmed its independence
to the Audit Committee. Further
information is set out in note 26 to
theconsolidated financial statements.
The Committee assures itself of the
auditor’s independence by receiving
regular reports from the external auditor
that provide details of any assignments
and related fees carried out by the
auditor in addition to its normal audit
work, and these are reviewed against
the above guidelines.
Risk management
andinternalcontrol
The principal risks and uncertainties
that are currently judged to have the
most significant impact on the Group’s
long‑term performance are set out
in a separate section of the Strategic
Report on Internal Control and Risk
Management on pages 42–48.
The Committee is responsible for
reviewing the effectiveness of the
Group’s system of internal control.
Thesystem of internal control is
designed to manage, rather than
eliminate, the risk of failure to
achieve business objectives and
can only provide reasonable and not
absolute assurance against material
misstatement or loss.
The Group has the necessary
procedures in place to ensure that there
is an ongoing process for identifying,
evaluating and managing the principal
risks to the Group. These procedures
are in line with the FRC’s guidance.
The Board has established a clear
organisational structure with defined
authority levels. The day‑to‑day running of
the Group’s business is delegated to the
Executive Directors of the Group, who are
supported by the heads of each business
Sector and functional heads of the Group.
Key financial and operational
measures relating to revenue, cash and
receivables are reported on a weekly
basis. Detailed management accounts
and key performance indicators are
prepared monthly using a robust
proprietary reporting system to
collect and analyse financial data in a
consistent format. Monthly results are
measured against both budget and
subsequent reforecasts, which have
been approved and reviewed by the
Board. All capital expenditure above
predefined amounts must be supported
by a paper prepared by management.
All financial data is taken directly from
each business’ trial balance, which is
held in their local ERP system. This is
reanalysed and formatted in a separate
Group management reporting system,
operated by the Group Finance
department. There is no rekeying of
financial data by the Group businesses
to report monthly financial results.
The Group’s internal audit function
regularly audits the base data at
each business to ensure it is properly
reported through to the Group
management reporting system.
Senior management of each business
isrequired to confirm its adherence with
Group accounting policies, processes
and systems of internal control by
means of a representation letter.
Throughout the year, the Committee
has continued its work to review the
Group’s material controls and assurance
in anticipation of the changes to report
under the UK Corporate Governance
Code 2024 (the 2024 Code), Provision
29 of the 2024 Code will be effective
for the Group from 1 October 2026 and
the Committee is confident that the
Group will be well placed to effectively
report under Provision 29 of the 2024
Code from this period.
The Committee has reviewed the
effectiveness of the Group’s risk
management and internal control systems
for the period from 1 October 2024
to the date of this report. Taking into
account the matters set out on pages
44–48 relating to principal risks and
uncertainties and the reports from the
Group Head of Internal Audit, the Board,
with the advice of the Committee, is
satisfied that the Group has in place
effective risk management and internal
control systems.
Internal audit
The Group maintains an internal audit
department, which reports directly to
both the Group CFO and Chair of the
Audit Committee. The department
comprises a Group Head of Internal
Audit and four Internal Auditors. The
Committee received, considered
and approved the FY26 and updated
FY25 Internal Audit plans which were
developed using a risk‑based approach
considering the Group’s control
environment and principal risks. The
audit plans were developed based
on the Group’s principal risks and the
premise that, in relation to financial
controls, all businesses are audited
atleast once every three years.
The scope of work carried out by
internal audit generally focuses on
the internal financial, operational
and compliance controls operating
within each business, including risk
management activities and business
process improvements. Formal written
reports are prepared on the results
of each internal audit visit that set
out internal control weaknesses/risks
identified during their work, together
with recommendations to improve
the internal control environment and
mitigate these weaknesses/risks.
These reports are timely and regularly
discussed with senior management.
Thereports are also shared with the
external auditors.

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202570
AUDIT COMMITTEE REPORT CONTINUED
Internal audit continued
The Group Head of Internal Audit
formally reports to the Committee on
the results of the work carried out by
the Internal Audit department during
the year. The Committee reviews
management’s responses to matters
raised, including the time taken
to resolve such matters. Updated
reports on progress against the plan
are provided at regular intervals and
the Audit Chair also meets separately
with the Group Head of Internal Audit
to review some of the department’s
reports and discuss their findings.
There were no significant or material
matters identified in the internal audits
undertaken during the current financial
year. Several recommendations were again
made this year to the businesses on
implementing adequate and effective
internal controls and procedures aimed
at improving existing processes around
cybersecurity, inventory management
and procurement practices.
The effectiveness of the Internal Audit
function is monitored throughout the
year, through the following:
• The results of the Internal Audit reports
are presented at each Committee
meeting for discussion;
• The Committee reviews and discusses
progress made against the annual
Internal Audit plan at each meeting
• The Committee holds regular private
sessions with the Head of Internal Audit
to facilitate open dialogue without the
presence of management.
• The Committee conducts an annual
review of the Internal Audit team,
including its audit plan, general
performance and relationship with
theexternal auditors.
During the year Forvis Mazars were
engaged to conduct an External
Quality Review of the Internal Audit
function. No significant findings were
identified and the function received a
rating of Established in regards to the
Forvis Mazars maturity framework and
no instances of non‑conformance to
thestandards.
Based on its review, the Committee
was satisfied with the effectiveness
of the Group’s internal audit function,
specifically that the internal audit
department is sufficiently independent
of Executive Management and has
sufficient resources and scope that
isappropriate to the size and nature
oftheGroup.
Strengthening the
Group’s internal control
environment remained
a key priority during
the year, with progress
made in formalising
and documenting key
processes, expanding
the testing and
remediation of controls,
and enhancing fraud
riskoversight.
Whistleblowing
The Committee also monitors
the adequacy of the Group’s
Whistleblowing Policy and protocols,
which provide the framework to
encourage and give employees
confidence to speak up and report
irregularities. The policy, together
with hotline posters, are placed on
site noticeboards across the Group.
Employees are encouraged to
raise concerns via the confidential
multilingual hotline, which is managed
by an independent external company
and is available 24/7, 365 days a year.
All reports are provided to the Group
General Counsel & Company Secretary
for review to ensure that they are
appropriately investigated – with the
support of internal audit and external
resource, if required. Most matters
reported through the whistleblowing
service relate to personnel/HR matters
and, while these are not areas for review
by the Committee, such matters are
duly investigated in the same manner
asany other issue raised.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 71
NOMINATION COMMITTEE REPORT
DAVID LOWDEN
Chair of the Nomination Committee
Member
Meetings
attended Joined
DAVID LOWDEN
(Chair)
October
2021
KATIE
BICKERSTAFFE
October
2024
JENNIFER WARD June 2023
GERALDINE
HUSE
January
2020
DEAN FINCH
1
May 2021
JANICE STIPP January
2024
IAN
EL-MOKADEM
2
January
2025
Attended
Did not attend
1 Dean Finch was unable to attend the Nomination
Committee in July due to an unavoidable conflict.
2 Ian El‑Mokadem was appointed to the Board
andjoined the Nomination Committee on
15January 2025.
DEAR
SHAREHOLDER
I am pleased to present the
Nomination Committee (the
Committee) report, setting out the
work of the Committee during the
year. This report should be read
in conjunction with the report on
compliance with the UK Corporate
Governance Code on page 55.
Ensuring that the composition of,
and succession planning for, the
Board, its Committees and the senior
management team is appropriate and
effective has remained the pre‑eminent
focus of the Committee during the
year. As the Group continues to grow,
ensuring that its leadership has the right
skills, experience and talent pipeline is
critical to delivering our future success.
At the Board level, we were delighted
to welcome Ian El‑Mokadem as a
Non‑Executive Director in January.
Ian has made an enthusiastic and
high participative start to his time on
the Board and its Audit Committee,
which are benefiting from his breadth
of experience and knowledge. Ian is
continuing his induction to the Group
with visits to businesses in our different
Sectors and meetings with colleagues
in those businesses. In August, we also
welcomed Wilson Ng, Acting Chief
Financial Officer, to the Board, following
the departure of Chris Davies, whose
resignation was announced in August
following a lapse of judgement at a
company event where his personal
behaviour did not meet the high standards
required of the Group’s senior leaders.
The Board’s confidence in Wilson has
been borne out by the diligence and
commitment that Wilson has demonstrated
during his first few months in his role.
In May, the Board welcomed Anna
Lawrence to the Group as Group
General Counsel & Company Secretary.
Anna has the right skills and expertise
to support and advise the Board and
to shape the legal and compliance
agenda to support the Group’s strategy
going forward. The Board thanks former
General Counsel & Company Secretary,
John Morrison, for his commitment and
service over a number of years.
We are delighted that, for the year ended
30 September 2025, we meet all the
Listing Rules requirements for female
and minority ethnic representation on
our Board. We believe that diversity,
in its broadest sense, is vital to board
effectiveness. Diversity includes
perspective, experience (including
working internationally), background
(including nationality), cognitive and
personal strengths and other personal
attributes, as well as diversity of gender,
social background and ethnicity. The
Board will continue to assess and consider
diversity as part of succession planning for
the Board and its Committees. This year,
the Board was pleased to approve a target
percentage for ethnic diversity for the
senior management team by December 2027
(as recommended by the Parker Review),
and will monitor progress towards this
target over the intervening period.
The Committee remains focused on
ensuring that succession planning for
senior management roles is robust,
and supports the additional measures
that the Executive Team have initiated
this year to ensure the right pipeline of
talent is built for all the key leadership
roles across the Group. Talent continues
to be a focus for the Board and is
reviewed regularly as part of the
Board’sagenda of business.
Whilst there is always scope to develop
and evolve, I was pleased that, following
our thorough internal performance review
this year, my fellow Committee members
are satisfied with the effective operation
of this Committee. The review identified
that the Board would benefit from the
addition of a further Non‑Executive
Director to support the work of the Audit
Committee, as the landscape of audit
and corporate governance in the UK
continues to evolve, and the Committee
has initiated a search accordingly, on
which we will report further in due course.
David Lowden
Chair of the Nomination Committee
18 November 2025

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202572
NOMINATION COMMITTEE REPORT CONTINUED
NOMINATION COMMITTEE
Board composition and skills
The Committee keeps the composition
of the Board under regular review, to
ensure that it has an appropriate range
of skills, experience and diversity and
that there is no dominance or bias,
individually or collectively, over the Board’s
decision‑making processes. The Board
skills matrix serves as a record of Directors’
experience, attributes and expertise. The
latest skills matrix is set out on page 58.
Diversity
The diversity of the Board is reviewed
on an ongoing basis, using a diversity
matrix. As of 30 September 2025, the
proportion of female Directors on the
Board was 44% (four women and five
men), two of the Directors were from a
non‑white minority ethnic background
and the Senior Independent Director
was female. We are therefore pleased
to report that we meet the Listing Rules
targets for (i) female representation on
the Board to be at least 40%, (ii)there to
be at least one individual on the Board
from a minority ethnic background, and
(iii) there to be at least one woman in a
senior Board role.
The Parker Review has set voluntary
target for FTSE 350 companies to
determine a percentage for ethnic minority
representation in senior management
by December 2027. In this context, the
Committee was pleased to approve a
target of 15% for the Group and will maintain
oversight of the Group’s progress towards
this goal over the coming two years.
We are delighted that, for the year ended
30 September 2025, we meet all the Listing
Rules requirements for female and ethnic
minority representation on our Board.
BOARD AND EXECUTIVE MANAGEMENT GENDER IDENTITY
Number of
Board
members
Percentage
of the Board
Number of
senior
positions on
the Board
(CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 5 56% 3 7 70%
Women 4 44% 1 3 30%
BOARD AND EXECUTIVE MANAGEMENT ETHNIC IDENTITY
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 78% 3 8 80%
Mixed/Multiple Ethnic
groups 1 11% — — —
Asian/Asian British — — — 1 10%
Other ethnic group 1 11% 1 1 10%
THE ROLE OF
THECOMMITTEE
The Committee is responsible for the
structure and composition of the Board
and its Committees, and for ensuring
that they have an appropriate balance
of skills, knowledge and experience
to support the strategic direction of
theGroup.
KEY MATTERS
DISCUSSED
• Succession planning for the Chief
Financial Officer and the Group
General Counsel & Company Secretary
• Induction and onboarding process for
Ian El‑Mokadem
• Directors’ external appointments
• Board annual performance review
THE COMMITTEE’S TERMS OF REFERENCE,
WHICH ARE REVIEWED AND APPROVED
ANNUALLY, ARE AVAILABLE AT
WWW.DIPLOMAPLC.COM

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 73
NOMINATION COMMITTEE REPORT CONTINUED
Re-appointments to the Board
and succession planning
The Committee regularly reviews
the schedule of the tenure of the
Non‑Executive Directors. During the
year, the Committee considered,
and recommended to the Board
for approval, the re‑appointment
of DavidLowden as Non‑Executive
Director and Chair for a second three
year term, following his appointment
in October 2021. The Committee
considered that David continued to
exercise independence of character
and judgement and to perform as a
highly effective and valued Chair.
As reported in the 2024 Annual Report
and Accounts, Ian El‑Mokadem joined
the Board in January this year, following
a thorough search process by Russell
Reynolds Associates. Following a review
of its skills and composition, and the
discussion of the Board’s effectiveness
during its annual performance review
exercise, the Committee determined
that the Board and Audit Committee
would benefit from the addition of a
further Non‑Executive Director, and
retained Russell Reynolds Associates
to conduct an independent search
for candidates with relevant expertise
and expertise. A further update on
the progress of this search will be
announced as appropriate in the
coming year. Other than providing
executive search services, Russell
Reynolds Associates has no connection
to the Group.
Length of tenure
2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034
David Lowden
Katie Bickerstaffe
Janice Stipp
Geraldine Huse
Dean Finch
Jennifer Ward
Ian El‑Mokadem
Key
Potential length of term Current term: 0–3 years 3–6 years
In August 2025, Chris Davies stepped
down as Chief Financial Officer and
Board member, with immediate effect.
The Committee was satisfied that
Wilson Ng, the Group’s former Financial
Controller, had the necessary skills and
experience to serve as Acting Chief
Financial Officer. Wilson was appointed
to the Board on 14 August 2025 and
stands for election at the 2026 AGM.
The Committee has initiated a process
to identify and appoint a permanent
successor and an update on the progress
of this process will be announced in
duecourse.
In May 2025, the Board was pleased
towelcome Anna Lawrence to the
Group as Group General Counsel
&Company Secretary.
Re-election of Directors
The Committee has concluded,
following an appraisal process, that
each of the Directors standing for
(re‑)election continued to make an
effective contribution to the Board,
and committed sufficient time to the
Board and Committee meetings and
other Board duties. All Directors will
stand for (re‑)election at the 2026 AGM,
and an explanation of how they are
considered to contribute to the success
of the Group is set out in the Notice
ofMeeting.
Directors’ conflicts
The Committee has oversight of
Directors’ potential conflicts of interest
and, during the year, considered, and
approved, the following appointment:
• Katie Bickerstaffe as non‑executive
director of J Sainsbury plc
• Ian El‑Mokadem as senior advisor
toWarburg Pincus LLC
During the year, Johnny Thomson
informed the Committee of his
intention to take on a non‑executive
advisory role at TDR Capital LLP (TDR)
and an appointment to the Strategic
Committee of TDR’s portfolio company,
Applus+. The Committee considered
the time commitment and potential
conflicts of interest involved, in
accordance with the Board Conflicts
of Interest Policy, and was satisfied
that Johnny would continue to have
sufficient time to commit to his role
as Chief Executive Officer and to
theBoard.

Corporate Governance
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 202574
NOMINATION COMMITTEE REPORT CONTINUED
PROCESS OF EVALUATION
MAY
• The Chair and Group General Counsel & Company Secretary agreed the timetable
andprocess for the evaluation and the content of the questionnaire
JULY
• The Board noted and agreed the proposedperformance reviewapproach proposed
by the Chair
• The online questionnaire was launched toBoard members
AUGUST
• Responses were provided to the Chair, andcollated into areportsetting out key
themes, by the Group General Counsel&Company Secretary
SEPTEMBER
• The Chair met with each Director individually to provide a forum for sharing further
detailed or specific feedback
• The SID received feedback from each Board member, to facilitate a review of the
Chair’s performance
• The Chair and the SID held an in‑person meeting to discuss the outputs of the Board
and Committee performance review process, as well as those relating to the Chair’s
performance review process, led by the SID
• The Board, as a whole, considered the report on the key themes from this year’s
process, as well as overview papers prepared by the Chair and SID in relation to the
Board review and Chair review processes, respectively. The Board also discussed
howwell the overall performance review process had worked
Board evaluation
Each year, the Board undertakes a
thorough review of its performance, and
that of its Committees. The results of the
review enable the Board to reflect on the
ongoing effectiveness of its activities and
quality of its decisions, and to identify
any areas for focus in the coming year.
Atleast every three years, an externally
facilitated performance review is
conducted. Having participated in
anexternally facilitated review for the
year ended 30September 2024, the
Board conducted an internal review
of performance during 2025. This
was led by the Chair and supported
by the Group General Counsel &
Company Secretary, who agreed a
series of detailed questions requiring
substantive responses, which Board
members completed using an online
questionnaire. The questions invited
Board members’ reflections on awide
range of subjects, including:
• Whether the Board had considered
the Group’s strategy adequately and in
sufficient depth during its interactions
• Board dynamics and operating style,
and trust and alignment between
non‑executive directors and management
• The Board’s oversight and response
torisk
• The quality of succession plans for
keyroles in the Executive Team
Responses were largely positive in relation
to the effective operations and dynamics
of the Board and its Committees. It was felt
that the Group’s strategy was well‑defined
and that the Board’s agenda should
continue to be focused around key areas
such as evolution of the decentralised
operating model, M&A and talent
development and succession.
In parallel, the Senior Independent
Director (SID) conducted a review
of the Chair’s performance through
one-to-one interactions with each Board
member, following which, the Chair and
the SID met to review key themes. The
Chair was deemed to be collaborative,
facilitative, inclusive and very balanced,
with good insight into the business.
The agreed areas of focus for
2026included:
• Succession and development for the
Executive Team and senior leaders
in the Group, building on the work
undertaken to date.
• With the increasing complexity of the
Group, and the renewed focus in the
UK Corporate Governance Code on risk
management and internal control
frameworks, bolstering the Audit
Committee with an additional
Non‑Executive Director with
relevantskills and experience.
• Ensuring all Board materials signpost
the key areas where further discussion
would be helpful.
• Continuing focus on business continuity
and cyber security plans across the
Group, and receiving updates from each
Sector on the initiatives being undertaken
to maximise AI opportunities.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 75
NOMINATION COMMITTEE REPORT CONTINUED
Board evaluation continued
In relation to progress made towards the areas of focus identified in last year’s
Board’s performance evaluation:
Focus area Progress
Committee
structures and
Non-Executive
Director induction
The Board reviewed the membership of its Audit and
Remuneration Committees and, with effect from 1 January
2025, adapted this to ensure that the Board members with
the most relevant skills and expertise were members of the
respective Committees, and that the Committee chairs
provided comprehensive updates to the Board after each
Committee meeting. Focus has been given to ensuring that
new Board members have an appropriately comprehensive
induction, including visiting businesses from each Sector and
geography within the Group, as well as governance matters
such as refresher training on statutory director duties.
Enhanced risk
management
The Audit Committee engaged with management on the
effectiveness of the Group’s internal control framework
and progressed with defining the appropriate design and
structure of the Board’s oversight of these, in preparation
forthe new requirements of Provision 29 of the UK Corporate
Governance Code.
Role of the Board
on strategy
The Board set aside time for a focused discussion on its role
relative to the setting and delivery of the Group’s strategy,
based on a discussion paper prepared by the Chair. It was
noted that as well as having appropriate oversight over the
Group’s governance frameworks, the Board’s value was
delivered through focusing on what makes the Group’s
strategy successful, and considering future challenges and
opportunities, whilst continuing to support management
and to give them space to deliver. The Board strategy deep
dive included in‑depth reviews of trends, opportunities and
disruptors in each of the Group’s Sectors and end markets.
Talent and
succession at the
General Manager
level
This remained a key focus area for the Board and a priority
for the Executive Team, with the support of the Group
HRDirector.
Priorities for the year ahead
• Progressing the succession planning
in respect of a new Non‑Executive
Director and a permanent Chief
Financial Officer
• Review Executive Team and senior
management succession plans
• Maintaining focus on the Group’s
diversity goals
• Focus on the areas identified during
this year’s Board and Committee
performance review process, and
planning for our 2026 internal Board
performance review

Corporate Governance
76 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT
THE ROLE OF
THECOMMITTEE
The Committee, on behalf of the Board,
agrees all aspects of the remuneration
of the Executive Directors. It agrees
the strategy, direction, and policy
framework for the remuneration of the
senior executives who have significant
influence over the Group’s ability to
meet its strategic objectives. The
Committee also oversees workforce
remuneration policies.
KEY MATTERS DISCUSSED
• Approved Remuneration Committee
work programme for 2025.
• Reviewed the AGM 2025 votes
onthe2024 Remuneration
CommitteeReport.
• Approved annual performance bonus
targets and the subsequent bonus
awards for 2025.
• Approved new Performance Share Plan
(PSP) awards for Executive Directors
and Group senior management.
• Confirmed the vesting percentages
for the PSP awards made in November
2022, which crystallised in 2025.
• Reviewed Executive Directors’
salaries,pensions, and benefits.
• Reviewed the fees of the Chair
andNon-Executive Directors.
• Reviewed remuneration frameworkfor
Executive Team and senior management
in the operating businesses.
• Reviewed workforce
remunerationframework.
• Approved the 2025 Remuneration
Committee Report.
JENNIFER WARD
Chair of the Remuneration Committee
Member
Meetings
attended Joined
JENNIFER
WARD (Chair)
June
2023
DAVID LOWDEN
May
2021
GERALDINE
HUSE
January
2020
KATIE
BICKERSTAFFE
1
October
2024
Attended
Did not attend
1 Katie Bickerstaffe was appointed to the
committee in October 2024.
TERMS OF REFERENCE CAN
BE FOUND ON OUR WEBSITE AT
WWW.DIPLOMAPLC.COM/ABOUT-US/
GOVERNANCE/
To maintain our competitive edge, we need
to retain, motivate and attract the right
leadership for our rapidly scaling and complex
international business, and it is imperative that
the Remuneration Policy keeps pace with the
business’ continued growth and future direction.

Strategic Report Corporate Governance Financial Statements Additional information
77DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Performance, business
growthand context
Diploma has continued to build on its
strong track record, with the leadership
team delivering another year of
outstanding performance as the Group
continues to grow in both scale and
complexity. Total revenue increased by
12% to £1,524.5m, including 11% organic
growth, while adjusted earnings per
share (EPS) rose by 21% to 176.0p. This
strong profit performance was achieved
with continued financial discipline,
reflected in a return on adjusted trading
capital employed (ROATCE) of 20.9%,
comfortably exceeding the Group’s
high-teens target.
The Group’s strong performance has
driven the three-year total shareholder
returns (TSR) of 119%, compared to a
FTSE 100 average of 33%. Over the
same period, market capitalisation
has grown to £7.1bn, from £3.3bn, with
Diploma’s position in the FTSE rising
from 111 to 64, demonstrating that we
have been able to deliver consistently
throughout challenging markets
anduncertainty.
This year it has been great to see progress
on maintaining our differentiated
culture, including the introduction of an
Employee Engagement bonus measure
for the Executive Directors and the
senior management teams. A laser focus
on our Delivering Value Responsibly
(DVR) strategy is clearly working, with
itscomponents becoming ingrained
inthe organisation’s culture.
There has been significant focus on
the critical role our General Managers
have in delivering our performance and
growth agenda and as an important
responsibility of the Committee in
monitoring the wider workforce, we have
stayed close to the agenda ensuring that
the pay and policies of the businesses
are keeping pace with and staying
appropriate for the growing business.
Delivering this strong performance with
evolving scale and complexity, within
a decentralised Group takes focused
and exceptional leadership. Our Group
reward philosophy remains to incentivise
and reward high performance, and
we continue to review and challenge
ourselves to ensure senior leader
Remuneration and pay frameworks
across the organisation are aligned
tothis philosophy.
Performance and pay outcomes
for 2025
In the past year, Diploma has delivered
another strong performance, and
the organisation is well positioned to
continue to deliver sustainable quality
compounding into the future.
BONUS OUTCOMES FOR FY25
The FY25 bonus was based on 50%
adjusted operating profit, 20% revenue,
25% free cash flow and 5% employee
engagement. On a constant currency
basis, the Group’s adjusted operating
profit in 2025 was £342.2m exceeding
the maximum target of £323.5m and
revenue was £1,524.5m, exceeding
the maximum target of £1,479.9m.
Reported free cash flow was £247.2m,
exceeding the maximum target of
£211.6m. Employee Engagement was
measured at 78% exceeding the target
of 77%. I am therefore pleased to report
that the formulaic outturn of the bonus
plan for the year is 100% of maximum
opportunity, having exceeded the
stretching maximum target level for
allbonus performance measures.
This results in a bonus payment of
200% of salary equating to a payment
of £1,836,800 to Johnny Thomson.
Johnny’s shareholding far exceeds the
minimum shareholding requirement so
his bonus is not required to be deferred
by the Policy and will be paid entirely in
cash. Wilson Ng will receive a pro rated
payment from his appointment as an
executive director on 14 August 2025.
This equals a payment of £83,800
based on a maximum payment of 150%
of salary (on a time pro rated basis). Wilson
is yet to meet the minimum shareholding
requirement and therefore 50% of his
bonus will be deferred intoshares.
Long-term value creation is sustained by
fosteringa culture of integrity and transparency.
DEAR
SHAREHOLDER
It has been my pleasure to
hold the role of Remuneration
Committee chair over the past
year, and Iwas pleased to
welcome KatieBickerstaffe to
theCommittee during this period.
It was a successful year for
remuneration. Following consultation
with our shareholders during 2024
to shape a refreshed Directors’
Remuneration Policy I was pleased that
we received their support, reflected by
a 93.3% vote in favour of the new policy
at our AGM in January 2025. During the
process, shareholders supported our
views on the importance of maintaining
the alignment of Executive Director
remuneration to our growth track record
and ongoing potential. The outcome
of this ensures that we can continue
to motivate and attract executives
who will be of the calibre required to
deliver for all our stakeholders. The
on-going appropriateness of our
approach to pay and our ability to be
globally competitive is something that
the Committee keeps under constant
review to ensure that we can continue
to be positioned to deliver long-term,
sustainable growth for our shareholders.

Corporate Governance
78 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
2022 PSP AWARD VESTING
The 2022 Performance Share Plan (PSP)
award came to the end of its three-year
performance period on 30 September
2025. The vesting of this award was
calculated with 75% based on growth
in adjusted EPS and 25% on TSR
outcomes, and it is subject to a return
on adjusted trading capital employed
(ROATCE) performance underpin.
Diploma’s three-year CAGR for adjusted
EPS performance was 18%, exceeding
the maximum target of 13% CAGR and
our three-year TSR growth performance
was 119%, compared to the upper
quartile of the FTSE 250 (excluding
investment trusts) peer group of 61%,
placing Diploma at the 91st percentile
when compared to the comparator
group. Finally, our ROATCE was 20.9%,
which is in line with the Group’s financial
model and Board’s expectation. As
a result of this superior performance
over the period, the PSP has vested at
maximum for all PSP participants.
The Committee considered both the
FY25 bonus and 2022 PSP outturns
within the wider business and economic
context and agreed unanimously that
they are a fair reflection of the business’s
performance and fair reward for participants
of these plans. Therefore, no Committee
discretion will be exercised to alter
theformulaicoutcomes.
Executive remuneration for 2026
– implementation
Stretching performance and ambitious
growth continue to be a theme for
team and the remuneration targets
being implemented in 2026 for
Executive Directors support this
agendaandfocus.
Fixed pay
The Committee reviewed the CEO’s
salary during the year considering the
increased size and complexity of the
Company, performance in the role as
well as positioning against appropriate
external benchmarks. 2025has
been another year of exceptional
performance for the Company as
detailed in the financial results which
have led to an annual shareholder
return of 21% and an increase in market
capitalisation from £5.8bn to £7.1bn
(September 2024 to September 2025)
reflecting a significant increase in
shareholder value. Considering this
holistically, the Committee determined
a salary increase of 8% for the CEO.
As the Company has firmly established
itself as a constituent of the FTSE 100,
this increase continues to position
pay below the market median against
the FTSE 100 (excl. FS) on a target
total compensation basis which the
Committee considers appropriate
based on the Company’s current FTSE
ranking. We also carefully considered
the increase against the backdrop of
a wider workforce average increase
of 3.5% and are comfortable that it is
appropriate in light of the exceptional
performance delivered, increased size
and complexity of the Company and the
need to maintain appropriate market
positioning for this role.
Annual Bonus
The 2026 annual bonus will remain
consistent with the scheme implemented
in 2025. Namely, the 2026 bonus will
comprise 50% adjusted operating
profit, 20% revenue, 25% free cash flow
and 5% employee engagement. Targets
will be based on the Board-approved
budget, and the Committee will
ensure there is sufficient rigour and
stretch in target setting to support the
high-performance track record and
culture. The maximum opportunity will
be 200% of base salary for Johnny
Thomson and 150% of base salary
forWilson Ng, in line with thepolicy.
PSP
The 2025 PSP award will also operate
consistently with the previous year.
Performance measures remain
unchanged for the 2025 PSP grant;
75% of the total award will be based
on adjusted EPS growth and 25% will
be based on TSR relative to the FTSE
100 (excluding investment trusts),
with an underpin on ROATCE. The
award levels will remain the same for
the CEO at 300% of base salary for
Johnny Thomson and in the Acting role
125% of base salary for Wilson Ng.
The on-going PSP award for the CFO
will be determined once a permanent
appointment has been made and this
will be fully in line with the Policy.
A focus on wider workforce pay
and conditions
Our General Manager leaders are critical
in delivering both the current year and
future results for Diploma through the
individual businesses they run. Over
this year we have been carefully and
strategically strengthening this key
leadership population to ensure we
have the highest calibre for our future
growth. To support our ability to attract
and retain the best talent in a highly
competitive and increasingly global
talent market we have also reviewed
the approach to remuneration for these
employees to ensure it remains globally
competitive so that we can secure
the best talent, with a clear pay for
performance link.
Beyond this group the success of
Diploma and its superior value creation
is founded upon our unique culture,
our focus on the customer and our
colleagues are core to this. The
Committee is assured that we have
an engaged and healthy workforce,
and that colleagues are fairly and
well-rewarded. We are pleased to
report that our employee engagement
continues to be high at 78% (FY25
target: 77%). However, we know that
this can be a challenge as we grow
and are conscious of maintaining an
acute focus on this as we continue to
scale, hence continuing to include this
as a performance metric in this year’s
executive bonus plan.

Strategic Report Corporate Governance Financial Statements Additional information
79DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
The committee supports the
Group’s framework for devolved pay
decision-making, ensuring that it operates
within clear principles of fairness,
consistency and alignment with local
market conditions. Business leaders make
remuneration decisions locally to enable
them to attract and retain high calibre
people in line with their business growth
plans. The average wider workforce pay
increase for 2025/26 is expected to
be 4% in the UK, with proportionately
higher increases directed towards
lower-paid colleagues. This approach
reflects our ongoing commitment to
fairness, competitiveness and supporting
colleagues through ongoing cost-of-living
challenges and we are pleased to see the
majority of UK businesses are real living
wage employers with the remaining work
towards achieving thisstatus.
Non-executive directors
Non-Executive Director fees were
reviewed in the year in the context
of responsibilities, time and skill
requirements, as well as market data.
Last year an adjustment was made to
Non-Executive Director fees to reflect
Diploma’s establishment as a FTSE 100
business. This year increases are being
made to ensure fees remain competitive
with the market as the Company grows
in size and complexity and to ensure we
can retain and appoint directors with
the requisite skills to provide critical
business oversight. The increases are
laid out on page 93.
Executive Director Changes
in2025
As previously announced, Chris Davies’
employment with the Company ceased
on 13 August 2025. Chris received his
salary and contractual benefits up
to the date of his resignation and he
did not receive any payment in lieu
of notice. He will not receive a bonus
for the 2025 financial year and his
outstanding LTIP awards have lapsed.
The post-employment shareholding
requirement will apply in line with the
Directors’ Remuneration Policy. Full
details of remuneration on cessation
areset out on pages 86 and 92.
Wilson Ng, Group Financial Controller,
was appointed as Acting CFO from
14August 2025 and a process to
identify a permanent successor is
underway at the time of writing this
Report. As Acting CFO, Wilson’s pay was
set in line with our approved Policy and
has been pro-rated for time served as
an Executive Director. His salary was set
at £425,000, pension at 4% of salary,
his annual bonus opportunity at 150% of
salary and his LTIP opportunity at 125%
of salary. The approach to remuneration
for a future, permanent CFO will be
determined at the time of appointment
and will be fully in line with the Policy.
Looking ahead
As noted at the start of this letter, we
keep our approach to remuneration
under review to ensure that we can
continue to motivate and attract the
talent we need to deliver long-term
sustainable growth for our shareholders.
The Company has a diverse international
footprint with North America becoming
more of a focus as a key market in which
we are able to attract talent. Being
able to successfully compete in the
US market is critical to the long-term
success of the Company and our ability
to continue to deliver superior returns
for all our stakeholders.
To maintain our competitive edge,
we need a remuneration framework
that secures and incentivises the
right leadership for our rapidly
scaling and complex international
business. It is imperative that the
Remuneration Policy keeps pace
with the business’ continued growth
and future direction. We are aware of
the current debate regarding the UK
market’s competitiveness, including
on remuneration practices, and will
continue to consider all approaches to
ensure we remain competitive against
an increasingly global talent peer group.
We are acutely aware that this is not
limited to Executive Director level and
therefore we are also focused on levels
below this ensuring the necessary
culture, capabilities and reward across
the Group as the market develops.
REMUNERATION COMMITTEE REPORT CONTINUED
Conclusion
In closing, I would like to thank
shareholders for their support of the
new remuneration policy and their
continued understanding of the need
torespond to market developments
andpotential in this space.
I would also like to thank my fellow
Board members for their support to me
as the Remuneration Committee Chair.
I am energised by the culture, high
performance and growth trajectory of
the business and confident in how we
have dealt with the challenges this year
and our focus on future talent to continue
delivering superior shareholderreturns.
Jennifer Ward
Chair of the Remuneration Committee
18 November 2025

Corporate Governance
80 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Total pay
Long-term incentive
EXECUTIVE SHARE PLAN
Incentives that focus Executives to deliver market
leading shareholder returns and sustainable
performance over a three yearperiod.
REMUNERATION COMMITTEE REPORT CONTINUED
REMUNERATION
AT A GLANCE
Our remuneration approach aligns to our business model, focusing
ondelivering exceptional performance, growth and sustainable returns.
Diploma continues to deliver market leading returns for shareholders.
ELEMENTS OF PAY
Fixed salary
BASIC SALARY, PENSIONS
ANDBENEFITS
Fixed remuneration that reflects the
Executive’s responsibilities, is competitive,
and can attract and retain the talent that
has delivered shareholder value creation.
Short-term incentive
ANNUAL BONUS
Incentives that focus Executives to achieve stretching
and rigorous annual targets that support the high
performance track record and culture and medium
term strategy.
Short-term incentive
Adjusted
operating profit Ensures growth is sustainable.
Revenue Reinforces the Group’s strategy to
prioritise Growth through a mixture
ofacquisitions and organic growth.
Free cash flow Ensures a focus on both operational
efficiency and sustainable growth
whilst allowing flexibility for
futureinvestments.
Employee
engagement
Underscoring the importance
ofengagement in a customer
centricbusiness.
Maximum award:
Group Chief Executive 2025: 200% of salary.
Acting Chief Financial Officer 2025: 150% of salary.
Long-term incentive
Adjusted
EPS (ROATCE
underpin)
EPS growth ensures a focus on
shareholder value creation. Using a
ROATCE underpin reinforces a focus
on financial discipline.
Relative TSR Relative TSR provides a focus on
delivering market-leading returns
forour shareholders.
Maximum award:
Group Chief Executive 2025: 300% of salary.
Acting Chief Financial Officer 2025: 125% of salary.
OUR PERFORMANCE METRICS

Strategic Report Corporate Governance Financial Statements Additional information
81DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
ACTUAL PERFORMANCE COMPARED
TO TARGETS
Short-term incentive
ANNUAL BONUS
Metric Weighting Threshold Maximum
Outcome achieved
(% of maximum)
Adjusted operating
profit
50%
£292.7m £323.5m
100%
Revenue
20%
£1,393.7m £1,479.9m
100%
Free cash flow
25%
£191.4m £211.6m
100%
Employee
engagement
5%
77% 77%
100%
Overall annual bonus outcome (% of max) 100%
Long-term incentive
EXECUTIVE SHARE PLAN
Metric Weighting Threshold Maximum
Outcome achieved
(% of maximum)
EPS (ROATCE
underpin)
50%
5% 13%
100%
Relative TSR
50%
Median Upper Quartile
100%
Overall share plan outcome (% of max) 100%
EXECUTIVE DIRECTORS’ EARNINGS
IN2025
The following chart sets out the aggregate emoluments earned by the executive
Directors in the year ended 30 September 2025.
Element Johnny Thomson Wilson Ng
Fixed salary Salary £918,400 £55,900
Taxable benefits £31,500 £1,400
Pension 4% contribution 4% contribution
Short‑term incentive Annual bonus £1,836,800 £83,800
Long‑term incentive Incentive plans and
share-based remuneration
£4,326,000 £513,800
Wilson Ng’s remuneration is for the period since he was appointed as an Executive Director on 14 August 2025.

Corporate Governance
82 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
REMUNERATION
POLICY
This section sets out the Directors’ Remuneration Policy in detail as approved by
shareholders at the Company’s AGM on 15 January 2025. The policy can be found on
pages 102 to 110 of the 2024 Annual Report and Accounts which can be found on our
Company website, www.diplomaplc.com, and a summary is set out in this Report on
pages 80 to 88.
Executive Directors
Component Purpose and link to strategy Operation Maximum opportunity Performance metrics
Base salary To attract and retain people
of the calibre and experience
needed to develop and execute
the Company’s strategy.
Salaries are reviewed annually, with changes
normally effective from 1 October.
There is no maximum limit set. Salaries will be
market competitive to retain skilled executive
talent and attract new talent as required.
Salary levels and increases are determined
based on a number of factors, including
individual and business performance,
levelof experience, scope of responsibility,
salary increases both for UK employees and
for senior management more generally and
the competitiveness of total remuneration
against companies of a similar size
andcomplexity.
Pensions Designed to be fair. Pension contributions can either be paid directly
into a pension savings scheme or taken as a
separate cash allowance.
Maximum pension contributions will be
no higher than the rate offered to the
majority of our UK workforce for UK-based
ExecutiveDirectors.
Maximum pension contributions for
non-UK-based Executive Directors will
be aligned with employees in the relevant
localmarket.
No performance metric.
Benefits To provide a competitive
package of benefits.
Includes various cash/non-cash benefits
such as: payment in lieu of a company car, life
assurance, income protection, annual leave,
medical insurance. The Committee may offer
any additional benefits it considers appropriate
in line with the interests of the Company and
local market practice. Any renewable business
related expenses (including tax thereon) can be
reimbursed if determined to be a taxable benefit.
No maximum limit is prescribed, but the
Committee monitors annually the overall
costofthe benefit provision.
No performance metric.
The Committee reserves the right to approve payments on terms that differ from
the Policy where the terms of the payment were agreed before the Policy came
into effect or were agreed at a time when the relevant individual was not a Director
of the Company.
The Committee may also make minor amendments to the arrangements for
Directors described in the Policy without shareholder approval for regulatory,
taxoradministrative purposes or to take account of a change in legislation.

Strategic Report Corporate Governance Financial Statements Additional information
83DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Component Purpose and link to strategy Operation Maximum opportunity Performance metrics
Annual
Performance
Bonus Plan
To incentivise and reward
Executive Directors on
the achievement of the
annual budget and other
business priorities for the
financialyear.
Provides an opportunity for additional reward
based on annual performance against targets
setand assessed by the Committee.
Where shareholding guidelines have not been
met, half of any annual bonus awarded (net
of tax) will be used to purchase shares on
behalf of the Executive. The shares, which are
beneficially owned by the Executive, are eligible
for dividends and will only be released once the
Executive reaches the minimum shareholding
requirement. The remaining bonus shall be paid
in cash following the relevant year end.
Malus and clawback provisions apply
tobonusawards.
The Committee may amend the formulaic
outcome should it not be a fair reflection
oftheCompany’s underlying performance
orinexceptional circumstances.
Maximum of 200% of base salary
fortheExecutive Directors.
Performance below threshold results in
zero payment. Achievement of threshold
performance results in payment of 5%
ofbasesalary. On-target bonus is 50%
ofmaximum bonus.
Performance metrics are selected annually
based on the current business objectives.
The majority of the bonus will be linked to
financial performance.
Non-financial, personal or strategic objectives,
if used, will account for no more than 20%
of the bonus.
Performance
Share Plan
(PSP)
Incentivise Executive
Directors to achieve superior
returns and long-term value
growth.
Performance assessed over rolling three-year
performance periods.
Awards are discretionary and do not vest until
the date on which the performance is measured.
If employment ceases during a three-year
performance period, awards will normally
lapseexcept in the case of a ‘good leaver’.
Executive Directors are required to retain shares
vesting under the PSP (net of tax) until the fifth
anniversary of grant.
Awards may include dividend equivalents which
are cash bonuses or shares in lieu of dividends
foregone on vested shares, from the time of
award up to the time of vesting.
Malus and clawback provisions apply.
The Committee may amend the formulaic
outcome should it not be a fair reflection
oftheCompany’s underlying performance
orinexceptional circumstances.
The maximum opportunity as a percentage
of salary is 300% for the CEO and 250%
forother Executive Directors.
No more than 25% of the award will be
payable at threshold performance.
Awards will be granted subject to a
combination of financial and strategic
measures closely aligned to the Company’s
strategy and measured over a period
of no less than three years. Strategic
non-financial objectives, if used, will
account for no more than 20% of the PSP.
Executive Directors continued

Corporate Governance
84 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Chair and Non-Executive Directors
Component Purpose and link to strategy Operation Maximum opportunity Performance metrics
Chair and
Non- Executive
Directors’ fees
To attract and retain a Chair and
Independent Non-Executive Directors
of the required calibre and experience.
Paid either monthly or quarterly
inarrears and reviewed each year.
Although Non-Executive Directors
currently receive their fees in cash,
theCompany may pay part or all
oftheirfees in the form of shares.
Any reasonable business-related
expenses (including tax thereon if
determined to be a taxable benefit
canbe reimbursed).
The Chair’s and Non-Executive
Directors’ fees are determined by
reference to the time commitment
andrelevant benchmark market data.
No performance metric.
SETTING THE POLICY
The Remuneration Committee is
responsible for setting the overall
remuneration policy and is conscious
to consider all stakeholders and
perspectives in doing so. The Committee
seeks independent advice and takes
care to mitigate any conflicts of
interest by ensuring that no Director
makes decisions relating to their own
remuneration and by working with the
Audit Committee to ensure there is an
appropriate balance between incentives
to drive performance in line with
strategic goals and risk management.
The Committee considers market data
and developments regularly to inform
policy and its implementation each year.
The sections below outline how
performance measures are selected
and how we have considered both
shareholder views through meaningful
shareholder consultation and the
workforce perspective.
SELECTION OF PERFORMANCE
MEASURES AND TARGETS FOR
ANNUAL BONUS AND PSP
The Annual Bonus Plan is designed
to drive the annual financial and
strategic objectives of the business.
Performance measures selected are
aligned to the Company’s strategic plan
and key objectives. Targets are set by
reference to internal budget. Details
of the measures selected for FY26
and the rationale behind the selection
can be found in the Annual Report
onRemuneration.
The PSP is designed to drive the delivery
of the Company’s longer-term objectives
and support the delivery of value for
shareholders. Performance measures are
selected to align with these objectives
and targets are set by reference to
internal long-term business plans. Any
major adjustment in the calculation of
performance measures will be disclosed
to shareholders on vesting. Details of
the measures selected for FY26 and the
rationale behind the selection can be found
in the Annual Report on Remuneration.
ILLUSTRATION OF APPLICATION OF POLICY
Pay-for-performance: Executive Directors’ potential value of 2026
remunerationpackages.
1 Stretch is calculated on the same basis as the maximum bar; however, it includes a share price uplift of 50% over three
years for the PSP.
£1,063,000
£455,000
96%
96%
28%
31%
33%
39%
26%
34%
14%
23%
17%
27%
29%
42%
1%
1%
1%
2%
1%
1%
4%
4%
42%
26%
49%
33%
59%
42%
£3,543,000
£1,040,000
£6,022,000
£1,624,000
£7,510,000
£1,890,000
Minimum
Minimum
Target
Target
Maximum
Maximum
Stretch
1
Stretch
1
JOHNNY THOMSON
WILSON NG
Fixed: Base salary and benefits Pension
Variable: Annual performance bonus Long-term incentive plan

Strategic Report Corporate Governance Financial Statements Additional information
85DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
ILLUSTRATION OF APPLICATION
OFPOLICY CONTINUED
On-target remuneration assumes an
Annual Performance Bonus Plan of
50% of the maximum for the Executive
Directors. It has been assumed that a
face value limit of 300% of base salary
(CFO: 250%) applies to each PSP award.
On-target vesting of PSP awards assumes
an adjusted EPS growth of 7.67% p.a. and
TSR performance which is equivalent to
50% of the maximum vesting under the
PSP. Maximum remuneration assumes
maximum annual performance bonus
and maximum vesting of PSP awards.
Nodividend equivalents are assumed.
Noshare price growth is assumed other
than in the Stretch bar.
CONSIDERATION OF
SHAREHOLDERVIEWS
The Committee will consult with its
major shareholders in advance of any
significant changes to the approved
Policy or exercise of discretion, as
appropriate, to explain their approach
and rationale fully and to understand
shareholders’ views. Additionally, the
Committee considers shareholder
feedback received in relation to each
AGM alongside any views expressed
during the year. The Committee also
reviews the executive remuneration
framework in the context of published
investor guidelines or appropriate
regulation including the UK Corporate
Governance Code.
EMPLOYEE CONSULTATION
The Group seeks to promote positive
relations with colleagues. The
Committee is mindful of the pay
increases, incentive outcomes and
share award participation in relevant
markets across the rest of the Group
when considering the remuneration of
the Executive Directors.
The Board as a whole takes
responsibility for gathering the views
of Diploma’s workforce and does
so through multiple channels of
engagement. While the Committee
does not consult employees directly
when setting the Executive Directors’
remuneration policy, the senior
management team engages with
employees, either on a business-wide
basis in the context of smaller focus
groups, to solicit feedback generally
on a wide range of matters, including
remuneration. Feedback is passed to
the Committee via the Executive Team.
DIFFERENCES IN REMUNERATION
POLICY FOR OTHER EMPLOYEES
The Company reviews compensation
arrangements including base salaries
for the wider employee population
annually. Similar to the Executive
Directors, salary increases for the wider
population are determined based on a
number of factors, including individual
and business performance, level of
experience, scope of responsibility,
external competitive benchmarking,
and general salary increases across
the Group. In line with the Group’s
decentralised model, compensation
is agreed locally, with governance and
guidance provided by the Group.
The Company also seeks to provide an appropriate range of competitive benefits
(including pension) to employees in line with their local markets. Senior managers
have incentive plans aligned with the Executive Directors and there is a framework
on remuneration which ensures alignment at different levels. Bonus plans for the
workforce are agreed locally with oversight from the Sector management teams.
SERVICE CONTRACTS
The Executive Directors’ service contracts, including arrangements for early
termination, are carefully considered by the Committee and are designed to
recruit, retain and motivate Directors of the calibre required to manage the
Company and successfully deliver its strategic objectives. The Committee
considers that a rolling contract with a notice period of one year is appropriate
forexisting and newly appointed Directors.
The Executive Directors’ service contracts, copies of which are held at the
Company’s registered office, together with any service contract for new
appointments, contain provisions for compensation in the event of early termination
or change of control, equal to the value of salary, pension and contractual benefits
for the Director’s notice period. The Company may make a payment in lieu of notice
in the event of early termination and the Company may make any such payment in
instalments with the Director being obliged in appropriate circumstances to mitigate
loss (for example by gaining new employment). The Committee considers that these
provisions assist with recruitment and retention and that their inclusion is therefore
inthe best interests of shareholders.
Details of the service contracts of the Executive Directors who served during
theyear are set out below:
Contract date Unexpired term Notice period
Compensation
payable upon
early termination
Johnny Thomson 15 Jan 2019 Rolling 1 year 1 year
Chris Davies 25 October 2022 Rolling 1 year 1 year
Wilson Ng 14 August 2025 Rolling 1 year 1 year

Corporate Governance
86 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
PAYMENT FOR LOSS OF OFFICE
The Committee has considered the
Company’s policy on remuneration
for Executive Directors leaving the
Company and is committed to applying
a consistent approach to ensure that
the Company pays no more than is fair
and reasonable in the circumstances.
The loss of office payment policy is in line
with market practice and will depend on
whether the departing Executive Director
is, or is deemed to be treated as, a ‘good
leaver’ or a ‘bad leaver’. In the case of a
‘good leaver’ the Policy includes:
• Notice period of 12 months’ base
salary, pension and contractual
benefits or payment in lieu of notice.
• Bonus payable for the period worked,
subject to achievement of the relevant
performance conditions. Different
performance measures (to the other
Executive Directors) may be set for
adeparting Director as appropriate,
toreflect any change in responsibility.
• Vesting of award shares under the
Company’s long-term incentive plan
is not automatic and the Committee
would retain discretion to allow partial
vesting depending on the extent to
which performance conditions had
been met and the length of time
the awards have been held. Time
pro rating may be disapplied if the
Committee considers it appropriate,
given the circumstances. Performance
will normally be measured to the end
of the normal performance period
and, to the extent applicable, vest
on the normal vesting date, save in
exceptional circumstances when the
Committee may determine that early
vesting should still apply.
• The Committee will provide for
the leaver to be reimbursed for
a reasonable level of legal fees
in connection with a settlement
agreement and outplacement services,
where appropriate.
When calculating termination payments,
the Committee will take into account a
variety of factors, including individual
and Company performance, the
obligation for the Executive Director
in appropriate circumstances to
mitigate loss (for example, by gaining
new employment) and the Executive
Director’s length of service.
The Committee reserves the right to
make additional exit payments where
such payments are made in good
faith in discharge of an existing legal
obligation (or by way of damages for
breach of such an obligation) or by
way of settlement or compromise of
any claim arising in connection with
the termination of a Director’s office
oremployment.
CHANGE OF CONTROL
Change of control provisions provide
compensation equal to the value of
salary, pension and contractual benefits
for the notice period. In the event
of a change in control, vesting of an
award of shares under the Company’s
PSP depends on the extent to which
performance conditions had been met
at that time. Time pro rating may be
disapplied if the Committee considers
itappropriate, given the circumstances
of the change of control.
MALUS AND CLAWBACK
Malus provisions apply to all awards
made under the Company’s long-term
incentive and annual bonus plans which
give the Committee the right to cancel
or reduce unvested share awards (or
in the case of the Annual Performance
Bonus Plan, cash payments) in the
event of material misstatement of
the Company’s financial results,
significant reputational damage to
the Company, miscalculation of a
participant’s entitlement, individual
gross misconduct or of corporate
failure (resulting in a liquidation or
theappointment of administrators).
The clawback arrangements permit
the Committee to recover amounts
paid to Executive Directors in specified
circumstances and further safeguard
shareholders’ interests.
REMUNERATION FOR
NEWAPPOINTMENTS
The Committee has determined that
new Executive Directors will receive a
compensation package in accordance
with the terms of the Group’s approved
Policy in force at the time of appointment.
The Committee has agreed the following
principles that will apply when arranging
a remuneration package to recruit new
Executive Directors:
• The remuneration structure will be
keptsimple where practicable.
• The emphasis on linking pay with
performance shall continue, with
variable pay representing a significant
component of the Executive Directors’
total remuneration package.
• Initial base salary will take into account
the experience and calibre of the
individual and their existing remuneration
package. Where it is appropriate to offer
a lower salary initially, a series of increases
to the desired salary positioning may be
given over subsequent years subject to
individual performance.
• The structure of variable pay will be in
accordance with Diploma’s approved
Policy detailed above with a maximum
aggregate variable pay opportunity of
500% of salary for the CEO and 450%
for other Executive Directors. Different
performance measures may be set
in the first year for the annual bonus,
taking account of the responsibilities
of the individual and the point in the
financial year that the executive joined
the Company.
• Benefits will generally be provided in
accordance with the approved Policy,
with relocation expenses/an expatriate
allowance paid, if appropriate.
• In the case of an external recruitment,
the Committee may also offer additional
cash and/or share-based elements
when it considers these to be in the best
interests of Diploma and shareholders,
to replace variable remuneration awards
or arrangements that an individual has
foregone in order to join the Group. This
includes the use of awards made under
section 9.3.2 of the UK Listing Rules. Any
such payments would take account of
the details of the remuneration foregone
including the nature, vesting dates and
any performance requirements attached
to that remuneration and any payments
would not exceed the expected value
being forfeited.

Strategic Report Corporate Governance Financial Statements Additional information
87DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION FOR
NEWAPPOINTMENTS CONTINUED
• In the case of an internal appointment,
any outstanding variable pay awarded
in relation to the previous role will be
allowed to pay out according to the
terms of grant.
• For all new Executive Director
appointments, the mandated
shareholding requirement, deferral
ofannual performance bonus and
theHolding Period for PSP awards
willapply in accordance with the
Policyand the relevant Plan rules.
• Fees for a new Chair or Non-Executive
Director will be set in line with the
approved Policy.
COMMITTEE DISCRETION
The Committee operates the Annual
Performance Bonus Plan and the
Performance Share Plan (the Plans) in
accordance with the relevant Plan rules
and, where appropriate, the Listing Rules
and HMRC legislation.
The Committee will exercise its powers
in accordance with the terms of the
relevant Plan rules.
The Committee retains discretion over a
number of areas relating to the operation
and administration of the Plans. These
include, but are not limited to:
• selecting the Executive Director
participants and wider employee
participation parameters for the
annualbonus and PSP awards;
• timing of awards and grants as well
as setting of performance criteria
each year; determining the quantum
of grants and/or payments (within
the limits set out in the Policy Table);
adjusting the constituents of the TSR
comparator group;
• determining the extent of vesting based
on the assessment of performance;
• overriding formulaic outcomes and
amending payouts under the Annual
Bonus Plan and for PSP should it
determine that either it is not a
fair reflection of the underlying
performance of the business or in
exceptional circumstances;
• applying or disapplying time pro rating;
• dealing with leavers;
• discretion to waive or shorten the
holding period for shares acquired
under the PSP; discretion to
retrospectively amend performance
targets in exceptional circumstances,
including making the appropriate
adjustments required in certain
circumstances (e.g. rights issues,
corporate restructuring events,
variation of capital and special
dividends); and
• in respect of share awards, to adjust
the number of shares subject to an
award in the event of a variation in the
share capital of the Company.
POLICY IN RESPECT OF EXTERNAL
BOARD APPOINTMENTS FOR
EXECUTIVE DIRECTORS
The Committee recognises that external
Non-Executive Directorships may be
beneficial for both the Company and
Executive Director. At the discretion of the
Board, Executive Directors are permitted
to retain fees received in respect of any
such Non-Executive Directorship.
EMPLOYEE AND POST-EMPLOYMENT
SHAREHOLDING REQUIREMENTS
The Committee has adopted
shareholding requirements for Executive
Directors, to encourage substantial
long-term share ownership. These
specify that, over a period of five years
from the date of appointment, each
Executive Director should build up and
then retain a holding of shares with
a value equivalent to 300% of base
salary in the case of the CEO, and for
other Executive Directors, to 250% of
base salary (the minimum shareholding
requirement (MSR)).
Vested PSP awards and deferred annual
bonus payments which are issued
as shares must be retained until the
required shareholding (net of tax) level
is reached.
As explained in the long-term incentive
award section on page 83, Executive
Directors are required to hold shares
vesting under the PSP (net of tax) until
the fifth anniversary of the grant (the
Holding Period). The Holding Period
continues to apply to post-cessation of
employment except where cessation is
by reason of death, if there is a change
of control, or the Committee exercises
its discretion.
In addition, a post-cessation
shareholding requirement will apply
being 50% of the MSR for two years
after the termination date (or if less than
the MSR, the value of shares held at the
cessation date). Post-cessation holding
continues to apply to shares granted
under the PSP since the approval of the
2020 Policy.
REMUNERATION COMMITTEE REPORT CONTINUED
Chair and Non-Executive Directors
RECRUITMENT AND TERM
The Board aims to recruit Non-Executive
Directors of a high calibre, with broad
and diverse commercial, international,
sectoral or other relevant experience.
Non-Executive Directors are appointed
by the Board on the recommendation of
the Nomination Committee. Appointments
of the Non-Executive Directors are for
an initial term of three years, subject
to election by shareholders at the first
AGM following their appointment and
subject to annual re-election thereafter.
The terms of engagement are set out
in letters of appointment which can be
terminated by either party serving three
months’ notice.
FEES
The Non-Executive Directors are paid
a competitive basic annual fee which
is approved by the Board on the
recommendation of the Chair and the
Executive Directors. The Chair’s fee is
approved by the Committee, excluding
the Chair. Additional fees may also be
payable for chairing a Committee of the
Board, for acting as Senior Independent
Director, or in respect of any other
material additional responsibilities
taken up. Fees are reviewed each year
and take account of the fees paid in
other companies of a similar size and
complexity, the responsibilities of the
role and the required time commitment.

Corporate Governance
88 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Chair and Non-Executive Directors continued
FEES CONTINUED
If there is a temporary yet material increase in the time commitments for
Non-Executive Directors, the Board may pay extra fees on a pro rata basis to
recognise the additional workload.
The Non-Executive Directors are not eligible to participate in any of the Company’s
share plans, incentive plans or pension schemes and there is no provision for
payment in the event of early termination.
Provision 40 table
The following table summarises how the Remuneration Policy fulfils the factors
setout in Provision 40 of the 2018 UK Corporate Governance Code.
CLARITY
Remuneration arrangements should
be transparent and promote effective
engagement with shareholders and
theworkforce.
Example: the structure of the Annual
Performance Bonus Plan is completely
based on financial metrics which align
withpublished accounts.
The Committee is committed to providing
open and transparent disclosures to
shareholders, the workforce and other
stakeholders with regard to executive
remuneration arrangements.
The Committee determines the Remuneration
Policy and agrees the remuneration of
each Executive Director as well as the
remuneration framework for other senior
managers. The Company provides open
andtransparent disclosures of our Executive
Directors’ remuneration arrangements
including undertaking engagement with
keyshareholders when considering changes
toRemuneration Policy.
SIMPLICITY
Remuneration structures should avoid
complexity and their rationale and operation
should be easy to understand.
Example: variable pay for Executive
Directors is a simple Annual Bonus Plan
anda Performance Share Plan.
Our remuneration arrangements for Executive
Directors, as well as those throughout the
organisation, are simple in nature and well
understood by participants.
The structure for Executive Directors
consistsof fixed pay (salary, benefits,
pension)andvariable pay (annual bonus
planand along-term incentive plan, the PSP).
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.
Example: the ROATCE underpin in the PSP
reduces risk of low quality earnings.
Targets are reviewed to ensure they do not
encourage excessive risk taking.
Malus and clawback provisions also apply
toboth the annual bonus and long-term
incentive plans.
Members of the Committee are provided with
regular briefings on developments and trends
in executive remuneration.
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.
Example: variable pay maximums are set
outin the Policy.
The potential value and composition of the
Executive Directors’ remuneration packages
at below threshold, target and maximum
scenarios are provided in the relevant policy.
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.
Example: 95% of budget must be achieved
to trigger payment of Annual Performance
Bonus; 95% of budget only results in
5%payment.
Annual bonus payments and PSP awards
require robust performance against
challenging conditions that are aligned
totheCompany’s strategy.
The Committee has discretion to override
formulaic results to ensure that they are
appropriate and reflective of overall performance.
ALIGNMENT TO CULTURE
Incentive schemes should drive behaviours
consistent with company purpose, values
and strategy.
Example: one of the Diploma values is
continuous improvement; continuous
improvement is required each year to
reachremuneration targets.
The variable incentive schemes and
performance measures are designed to be
consistent with the Group’s purpose, values
and strategy.

Strategic Report Corporate Governance Financial Statements Additional information
89DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
ANNUAL REPORT ON
REMUNERATION
The following section of this Report provides details of the
implementation of the Remuneration Policy for the Executive Directors
for the year ended 30 September 2025. All of the information set out in
this section of the Report has been audited, unless indicated otherwise.
Executive Directors (audited)
TOTAL REMUNERATION IN 2025 AND 2024
Johnny Thomson Chris Davies Wilson Ng
2025
£000
2024
£000
2025
£000
2024
£000
2025
£000
Salary 918 820 460 510 56
Taxable benefits
1
32 30 19 20 1
Pension 37 33 19 20 2
Total fixed 987 883 498 550 59
Annual performance bonus 1,837 1,025 — 638 84
Long-term incentive plans
– dividend equivalent (cash)
2
137 90 — 12 16
Long-term incentive plans
– performance element 2,262 1,777 — 220 270
Long-term incentive plans
– share appreciation element
3
1,927 808 — 129 228
Long-term share-based
remuneration 4,326 2,675 — 361 514
Total variable 6,163 3,700 — 999 598
Single total figure 7,150 4,583 498 1,549 657
1 Benefits comprises cash allowance in lieu of a car, private medical, life assurance and income protection.
2 Dividend equivalents are included in long-term share-based remuneration and total variable pay.
3 As the share price date is currently unknown, the value shown is estimated using the average share price over the three
months to 30 September 2025 of 5,274p. For the award vested for the year ended 30 September 2024, these figures
have been updated from last year’s report to reflect the actual share price of the vesting date, as has been done for the
prior year comparatives.
EXECUTIVE DIRECTORS’ BASE SALARY (UNAUDITED)
On 11 November 2025, the Committee approved an 8% increase in base salary for
the CEO having considered the increased size and complexity of the Company,
individual performance in the role as well as that of the Company and positioning
against appropriate external benchmarks. As the Company has firmly established
itself as a constituent of the FTSE 100, this increase maintains pay positioning below
the market median against the FTSE 100 (excl. FS) on a target total compensation
basis which the Committee considers appropriate based on the Company’s current
FTSE ranking. The Acting CFO’s base salary remained unchanged. Explanations
of how the Committee has considered remuneration in the workforce are in the
Remuneration Committee Chair’s statement on pages 77-79.
Salary
1 October 2025
£000
Salary from
1 October 2024
£000
Increase in
salary
Johnny Thomson 992 918 8.0%
Wilson Ng
1
425 425 0.0%
1 Wilson Ng’s salary included above is the annual salary from his appointment on 14 August 2025
PENSION (AUDITED)
The Executive Directors receive a cash allowance in lieu of pension contributions
from the Company. During 2024 and 2025, all Executive Directors took this as
a cash allowance. None of the Executive Directors have a right to a Company
Defined Benefit pension plan.
2025 2024
Contribution
rate % of
base salary
Pension
allowance
paid as cash
£000
Contribution
rate % of
base salary
Pension
allowance
paid as cash
£000
Johnny Thomson 4 37 4 33
Chris Davies 4 19 4 20
Wilson Ng 4 2 — —

Corporate Governance
90 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Annual performance bonus (audited)
BONUS PAYOUT FOR YEAR ENDED 30 SEPTEMBER 2025
The Board approves a stretching budget each year. Based on the performance of
the Group, the Executive Directors will receive 100% of their maximum bonus for the
year ended 30 September 2025. The following table summarises the performance
assessment by the Committee in respect of 2025 with regard to the Group financial
objectives and the bonus awarded to each of the Executive Directors:
Performance measure Targets for 2025 Overall assessment against targets
1
Adjusted operating profit
(calculated on a constant
currency basis)
50% of bonus opportunity
Minimum: £292.7m
On-target: £308.1m
Maximum: £323.5m
Adjusted operating profit for FY25
was £342.2m at exchange rates
consistent with the FY25 targets.
Themaximum threshold was met
andthe maximum award is payable.
Revenue (calculated on a
constant currency basis)
20% of bonus opportunity
Minimum: £1,393.7m
On-target: £1,436.8m
Maximum: £1,479.9m
Revenue for FY25 was £1,524.5m
at exchange rates consistent with
the FY25 targets. The maximum
threshold was met and the maximum
award is payable.
Free cash flow (reported)
25% of bonus opportunity
Minimum: £191.4m
On-target: £201.5m
Maximum: £211.6m
Free cash flow for the year was
£247.2m. The maximum threshold
was met and the maximum award
ispayable.
Colleague Engagement scores
5% of bonus opportunity
77% Colleague
engagement score
60% Participation
underpin
Overall Engagement score was 78%
with participation at 87%
1 All figures for FY25 are stated at the exchange rates that were used to set the FY25 targets.
BONUS AWARDED TO EACH OF THE EXECUTIVE DIRECTORS FOR YEAR ENDED
30 SEPTEMBER 2025
Base salary 2025 actual bonus – as a percentage of 2025 base salary
2025
bonus
£000 Minimum On-target Maximum
Financial
objectives
Non
financial
objectives
Total
bonus £000
Johnny
Thomson 918 5% 100% 200% 190% 10% 200% 1,837
Wilson Ng
1
56 5% 75% 150% 143% 7% 150% 84
1 Wilson Ng’s bonus included above is relates to the period from his appointment on 14 August 2025.
In line with the Remuneration Policy, minimum shareholding requirement for the
CEO is 300% of base salary and 250% of base salary for other Executive Directors.
Johnny Thomson has met his minimum shareholding requirement (300%) and
therefore his bonus for the year will be paid as cash. 50% of the 2025 bonus for
Wilson Ng related to the period he held an executive director role will be paid as
cash and 50% net of tax will be deferred into shares until he reaches his minimum
shareholding requirement (250%) set out in the Policy.
BONUS AWARDS FOR YEAR ENDED 30 SEPTEMBER 2026
In the financial year beginning 1 October 2025, the Annual Performance Bonus Plan
will be based on the following metrics: 50% will be based on adjusted operating
profit, 20% will be based on revenue (both metrics measured on a constant
currency basis), 25% will be based on free cash flow and the remaining 5% will be
based on colleague engagement scores. The bonus maximum will remain 200%
for Johnny Thomson and 150% for Wilson Ng. The financial performance targets set
for the Annual Performance Bonus Plan for this year will be disclosed in next year’s
Annual Report and Accounts, due to their commercial sensitivity.
Long-term incentive awards
The Company’s long-term incentive plan is the Performance Share Plan (PSP).
Awards vesting in 2025 (audited)
The 2022 PSP awards granted to Johnny Thomson and Wilson Ng were subject to
the performance conditions based 75% on growth in adjusted EPS and 25% on
relative TSR performance as set out in the 2023 Annual Report and Accounts and have
been independently assessed over a three-year period ended 30 September 2025.
The outcome of this award is presented in the table below:
ADJUSTED EARNINGS PER SHARE
Base EPS
EPS at
30 Sep 2025
CAGR
in EPS
Maximum
target
Maximum
award
Vested
award
PSP (2022) 107. 5p 176.0p 18% 13% 75% 75%
The Committee has reviewed the ROATCE outturn and concluded that 20.9%
is in line with expectations. It was therefore the view of the Committee that the
formulaic vesting should proceed without any adjustments.
TSR GROWTH AGAINST FTSE 250 (EXCLUDING INVESTMENT TRUSTS)
TSR at
30 Sep 2025 Median
Upper
quartile
Maximum
award
Vested
award
PSP (2022) 119.1% p.a. 11.6% p.a. 60.6% p.a. 25% 25%

Strategic Report Corporate Governance Financial Statements Additional information
91DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Awards vesting in 2025 (audited) continued
TSR GROWTH AGAINST FTSE 250 (EXCLUDING INVESTMENT TRUSTS) CONTINUED
Set out below are the shares vesting to Johnny Thomson and Wilson Ng at
30September 2025 in respect of this award.
Share price
at date of
grant
pence
Average
share price
for the
quarter
ending 30
Sept 2025
pence
Proportion
of award
vesting
Shares
vested
number
Performance
element
1
£000
Share
appreciation
element
2
£000
Total
£000
Johnny
Thomson
PSP (2022) 2,848 5,274 100% 79,424 2,262 1,927 4,189
Wilson Ng
PSP (2022) 2,862 5,274 100% 9,4 33 270 228 498
1 The performance element represents the face value of awards that vested, having met the performance conditions set
out above.
2 The share appreciation element represents the additional value generated through appreciation of the share price from
the date the award was granted to the end of the three-year performance period on 30 September 2025. As the share
price date is currently unknown, the value shown is estimated using an average.
Long-term incentive plan – awards granted in the year (audited)
Johnny Thomson and Wilson Ng each received a grant of the PSP 2024 award
on 26 November 2024 in the form of nil-cost options of 300% and 75% of
salary respectively. This award was based on a share price of 4,510p, being
the mid-market price of an ordinary share in the Company at close of business
ontheday immediately preceding the awards.
Under normal circumstances, the options will not become exercisable until
the performance conditions are determined after the end of the three-year
measurement period which begins on the first day of the financial year in which
theaward is made and provided the participating Director remains in employment.
The level of vesting is dependent on the achievement of specified performance
criteria at the end of the three-year measurement period. The performance
conditions for this award are set out below.
LTIP awards to be granted for year ended 30 September 2026
Johnny Thomson and Wilson Ng will receive a grant under the PSP 2025 of 300%
and 125% of salary, respectively. On appointment of a permanent CFO, the
on-going LTIP grant level will be determined and fully disclosed. The performance
conditions for this award are set out below.
PERFORMANCE CONDITIONS
Set out below is a summary of the performance conditions which will apply to
both the PSP 2024 awards, granted in the year (due to vest in 2027) and the
forward-looking PSP 2025 awards (due to vest in 2028).
Vesting of the awards is based 75% on growth in adjusted EPS and 25% on relative
TSR performance. In order for any payment to be earned under the EPS element
of awards, the Committee must consider that a satisfactory level of ROATCE
performance has been achieved. The ROATCE underpin will be measured as the
ROATCE in the third year of the performance condition and as defined in note 29.6
of the consolidated financial statements.
EPS
The performance condition for PSP awards is that the average annual compound
growth in the Company’s adjusted EPS, over the three consecutive financial
years following the financial year immediately prior to the grant, must exceed
thespecified absolute figures. The performance targets are as follows:
Adjusted EPS growth (over three years) % of awards vesting
13% p.a. 100
5% p.a. 25
Below 5% p.a. Nil
Where the Company’s adjusted EPS performance is between these percentage
bands, vesting of the award is on a straight-line basis. For the purposes of this
condition, EPS is adjusted EPS as defined in note 29.3 to the consolidated financial
statements, and this definition remains consistent with the definition of adjusted
EPS approved by the Committee in previous years.
TSR
The performance condition compares the growth of the Company’s TSR over a
three-year period to that of the companies in a recognised broad equity market
index of which the Company is a member – namely, the FTSE 100 Index (excluding
Investment Trusts). The performance targets are as follows:
Adjusted EPS growth (over three years) % of awards vesting
Upper quartile 100
Median 25
Below median Nil
Where the Company’s TSR performance is between these percentage bands,
vesting of the award is calculated based on ranking.

Corporate Governance
92 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Dividend equivalent
payments(audited)
Dividend equivalent payments of
£137,200 (2024: £89,900) are payable
to Johnny Thomson and £16,300
(2024:nil) are payable to Wilson Ng
inrespect of the PSP (2022) award at
the time of vesting. Dividend equivalent
payments cover all payments made in
the three-year vesting period.
Outstanding share-based
performance awards (audited)
Set out is a summary of the
share-based awards outstanding at
30 September 2025, including both
share awards which have vested during
the year (based on performance) and
share awards which have been granted
during the year. The awards set out were
granted based on a face value of 300%
of base salary to Johnny Thomson and
a face value of 125% of base salary
toWilson Ng. No awards will vest unless
the performance conditions set out on
page 91 are satisfied.
Diploma plc 2020 (as amended) performance share plan (audited)
Market price
at date
of award
1
Face value
of the award at
date of grant
£000
End of
performance
period
Shares over
which awards
held at 1 Oct
2024
Shares over
which awards
granted during
the year
Vested during
the period
Lapsed during
the period
Shares over
which awards
held at 30 Sep
2025
Johnny Thomson
PSP (2022) 2,848p 2,262 30 Sep 2025 79,424 — 79,424 — —
PSP (2023) 3,342p 2,460 30 Sep 2026 73,608 — — — 73,608
PSP (2024) 4,510p 2,755 30 Sep 2027 — 61,091 — — 61,091
Wilson Ng
PSP (2022) 2,862p 270 30 Sep 2025 9,433 — 9,433 — —
PSP (2023) 3,342p 172 30 Sep 2026 5,161 — — — 5,161
PSP (2023) 4,448p 150 30 Sep 2026 3,372 — — — 3,372
PSP (2024) 4,510p 195 30 Sep 2027 — 4,323 — — 4,323
1 The market price is the mid-market share price at the close of business on the day before the grant date as disclosed above.
The PSP awards vest on the date on
which the performance conditions
are determined and confirmed by the
Committee, following the end of the
performance period. Shares will be held
for a minimum of five years from grant
date in line with the Policy.
The PSP awards are granted in the form
of nil-cost options (there is a notional
exercise price of £1 per award). To the
extent that the awards vest, the options
are then exercisable until the tenth
anniversary of the award date. Details
ofoptions exercised during the year
andoutstanding at 30 September 2025
are set out later in this report.
Payments for loss of office (audited)
As announced on 14 August 2025, Chris
Davies resigned and stepped down from
the Board with effect from 13 August 2025.
Chris received his salary and contractual
benefits up to the date of his resignation
as set out in the single figure table. He
did not receive any payment in lieu of
notice. In line with his contract and the
Policy, he received a payment for unused,
accrued holiday entitlements of £22,440,
legal fees of £18,200 (excluding VAT) and
outplacement support of £30,000.
Chris did not receive an annual bonus
for the 2025 financial year. In line with
the Policy, shares that were purchased
on Chris’ behalf for prior bonus awards,
and so are beneficially owned, will
continue to be held until the end of the
post-cessation shareholding period on
13 August 2027 (total of 7,741 shares).
In accordance with the rules of the plan,
Chris’ LTIP outstanding 2022, 2023
and 2024 awards lapsed in full and no
further awards were made. Chris Davies
is required to hold shares which had
already vested (net of tax) from the 2021
LTIP award until the fifth anniversary of
the grant.
The post-cessation minimum shareholding
requirement will apply for two years from
13 August 2025 in line with the Directors’
Remuneration Policy.

Strategic Report Corporate Governance Financial Statements Additional information
93DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Payments for past
Directors(audited)
No payments were made in the year.
Chair and non-executive directors’
remuneration (audited)
Individual remuneration for the year
ended 30 September was as follows:
Total fees
2025
£000
2024
£000
David Lowden 365 307
Katie Bickerstaffe 84 —
Ian El-Mokadem
1
49 —
Geraldine Huse 69 61
Dean Finch 69 61
Jennifer Ward 84 64
Janice Stipp 84 46
1 Ian El-Mokadem was appointed to the board on
15January 2025
The Non-Executive Directors
receivedabasic annual fee of £68,550
(2024: £60,750) during the year and
additional fees are paid of£15,000
(2024: £13,250) for chairing a Committee
of the Board or £15,000 (2024: £11,500) for
acting as Senior Independent Director. No
additional fee for chairing a Committee of
the Board is payable to the Chair of the
Company. Thefees for Non-Executive
Directors are reviewed every year by
the Board, taking into account their
responsibilities and required time
commitment. Following a review against
the FTSE 100 and to ensure appropriate
market positioning, from 1 October 2025,
there has been a 6% increase to the
Non-Executive Director annual fee
to £72,663 and a 4% increase to the
Chair’s annual fee to £379,470. The
additional fee for chairing a Committee
of the Board has increased by 20% to
£18,000 per annum and the additional
fee for acting as Senior Independent
Director has also increased by 20%
to £18,000 per annum. There were
no taxable employment benefits for
Non-Executive Directors in 2025
and2024.
Executive directors’ interests (audited)
IN OPTIONS OVER SHARES
In respect of nil-cost options granted
under the PSP, the remuneration
receivable by an Executive Director is
calculated on the date that the options
first vest. The remuneration of the
Executive Directors is the difference
between the amount the Executive
Directors are required to pay to exercise
the options to acquire the shares and
the total value of the shares on the
vesting date.
If the Executive Directors choose not
to exercise the nil-cost options on
the vesting date (they may exercise
the options at any time up to the day
preceding the tenth anniversary of the
date of grant), any subsequent increase
or decrease in the amount realised will
be due to movements in the underlying
share price between the initial vesting
date and the date of exercise of the
option. This increase or decrease in
value reflects an investment decision
bythe Executive Director and, as such,
is not recorded as remuneration.
The nil-cost options outstanding at
30September 2025 and the movements
in the number of shares during the year
are as follows:
Year of
vesting
Options as
at 1 Oct
2024
Exercised
in year
Vesting
during
the year
Options
unexercised
as at 30 Sep
2025
Exercise
price
3
Earliest
normal
exercise
date Expiry date
Johnny Thomson
1,2
2024 57,007 57,007 — — £1 Nov 2024 Nov 2031
2025 — — 79,424 79,424 £1 Nov 2025 Nov 2032
Wilson Ng 2025 — — 9,433 9,433 £1 Nov 2025 Nov 2032
1 Johnny Thomson exercised 57,007 options on 19 November 2024 at a market price of 4,536p per share and the total proceeds before tax was £2,585,838 less the exercise price of £1.
2 On 19 November 2024, the aggregate number of shares received by the participant was reduced by 26,794 shares as part of arrangements under which the company settled the PAYE
liability that arose as a result of the exercise in full by the Executive Director of options held over shares.
3 All awards have a notional exercise price of £1 per award.

Corporate Governance
94 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Executive directors’ interests (audited) continued
DIRECTORS’ INTERESTS IN ORDINARY SHARES
As at 30 Sep 2025 As at 30 Sep 2024
Ordinary
shares
Unvested
options
without
performance
measures
Options
with
performance
measures
Ordinary
shares
Other
unvested
options
Options
with
performance
measures
Johnny Thomson 196,483 79,424 134,699 166,270 57,0 07 153,032
Wilson Ng — 9,4 33 12,856 — — —
The minimum shareholding requirement (MSR) is 300% for the CEO and 250% for
the CFO. As of 30 September 2025, Johnny Thomson’s shareholding was 1,389%
of salary and therefore he has met his MSR. Wilson Ng’s shareholding was 63% of
salary and 50% of his Annual Performance Bonus will be deferred into shares until
he reaches his MSR as set out in the Policy.
The shareholding calculations are in line with the Company’s Shareholding Policy
and includes shares from vested PSP awards.
As of 18 November 2025, there have been no changes to these interests in ordinary
shares of the Company.
Chair and Non-Executive Directors’ interests in ordinary shares (audited)
The Non-Executive Directors’ interests in ordinary shares of the Company at the
start and end of the financial year were as follows:
Interest in ordinary shares
As at
30 Sep 2025
As at
30 Sep 2024
David Lowden 3,646 2,896
Katie Bickerstaffe 1,517 —
Ian El-Mokadem 500 —
Geraldine Huse 3,191 2,441
Dean Finch 1,036 1,036
Jennifer Ward 1,000 —
Janice Stipp 700 —
As of 18 November 2025 there have been no changes to these interests in ordinary
shares of the Company.
Remuneration in context
CHIEF EXECUTIVE PAY RATIO (UNAUDITED)
The table below sets out the Chief Executive pay ratios as at 30 September 2025.
The ratios compare the single total figure of remuneration of the CEO with the
equivalent figures for the lower quartile (P25), median (P50) and upper quartile
(P75) UK employees. Option A has been used as it is the most statistically accurate
method, considered best practice by the Government and investors, and is directly
comparable to the CEO’s remuneration.
The employee data was measured on 30 September 2025, using the most
up-to-date bonus estimates. The approach used was the same as the single
total figure methodology with the exception that bonus estimates were used
andcolleagues who work part time were converted to full time equivalent
andthose who worked part of the year were annualised.
Year Method
25th percentile
pay ratio Median pay ratio
75th percentile
pay ratio
2025 Option A 237:1 191:1 134:1
2024 Option A 156:1 127:1 90:1
2023 Option A 155:1 126:1 89:1
2022 Option A 156:1 129:1 93:1
2021 Option A 228:1 180:1 126:1
2020 Option A 44:1 35:1 24:1
Base salary
Ratio of base
pay to CEO
base pay
Total pay
and benefits
CEO £918,400 n/a £ 7,149, 572
25th percentile £27,81 0 33:1 £30,192
Median £33,500 27:1 £37,374
75th percentile £45,969 20:1 £53,432
The CEO is remunerated predominantly on performance-related elements (bonus
and share awards) and is therefore “at risk” and subject to fluctuations each year
depending on the performance of the company

Strategic Report Corporate Governance Financial Statements Additional information
95DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Remuneration in context continued
CHIEF EXECUTIVE PAY RATIO (UNAUDITED) CONTINUED
The CEO pay ratio has increased in 2025 to a level closer to 2021. As in 2021 this is
predominantly due to performance related pay elements reflecting outstanding Group
performance. Both the STI and LTI achieved maximum performance outcomes and the
total LTI remuneration has been significantly enhanced by strong share price growth
during the 3-year performance period. Median total compensation for the UK workforce
increased by 6% and median base pay has also increased by 6% on prior year.
We are satisfied that the median pay ratio reported this year is consistent with our
wider pay, reward and progression policies for employees, which ensures our total
reward offering is competitive and aligned to individual and business performance.
The same reward principles are applied across the organisation and we take seriously
the need to consider the wider workforce using reference points such as pay ratios
when making decisions around Executive Director pay packages. More detail on our
approach to wider workforce pay and conditions is contained on page 85.
ALIGNING PAY WITH PERFORMANCE (UNAUDITED)
The graph below shows the TSR performance of Diploma PLC for the ten-year period
ended 30 September 2025 against the FTSE 100 Index (excluding Investment Trusts).
The FTSE 100 (excluding Investment Trusts) was chosen because this is a recognised
broad equity market index of which the Company was a member of throughout 2024.
TSR is defined as the return on investment obtained from holding a company’s
shares over a period. It includes dividends paid, the change in the capital value
ofthe shares and other payments to or by shareholders within the period.
Chief Executive Officer remuneration compared with annual growth
inTSR (unaudited)
Year Name
CEO single
figure of total
remuneration
(£000)
Annual bonus
against
maximum
opportunity
Actual share
award vesting
against
maximum
opportunity
Annual growth
in TSR
2025 Johnny Thomson 7,150 100% 100% +21%
2024 Johnny Thomson 4,583 100% 100% +50%
2023 Johnny Thomson 4,130 100% 100% +32%
2022 Johnny Thomson 4,164 100% 100% -17%
2021 Johnny Thomson 5,687 100% 100% +32%
2020 Johnny Thomson 999 25% — +34%
2019 Johnny Thomson
2
1,079 72% — +20%
2019 John Nicholas
1
62 — — +20%
2018 John Nicholas
1
14 — — +36%
2018 Richard Ingram
2
235 — — +36%
2018 Bruce Thompson
2
3,842 100% 99% +36%
2017 Bruce Thompson 2,258 100% 89% +24%
2016 Bruce Thompson 1,634 95% 45% +36%
1 John Nicholas was not eligible for an annual bonus or share award for service as interim Executive Chair for the period 28
August 2018 to 25 February 2019.
2 These amounts were pro rated for the period served as CEO, with the exception of the annual bonus payable to Johnny
Thomson, who joined the Company on 25 February 2019.
Relative importance of Executive Director remuneration (unaudited)
2025
£m
2024
£m
Change
£m
Total employee remuneration 241.9 234.8 7.1
Total dividends paid 80.7 76.8 3.9
Growth in the value of a hypothetical £100 holding over ten years
1,100
1,000
900
800
700
600
500
400
300
200
100
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Diploma FTSE 250 excluding Investment Trusts FTSE 100 (excluding investment trusts)

Corporate Governance
96 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Percentage change in remuneration of Directors and employees (unaudited)
Set out below is the change over the prior financial year in base salary/fees, benefits and annual performance bonus of the Board. The figures for the Board are all on a
full year basis to show the intended movement.
Base salary/fee change %
1
Taxable benefits change % Bonus change %
2025 vs
2024
2024 vs
2023
2023 vs
2022
2022 vs
2021
2021 vs
2020
2025 vs
2024
2024 vs
2023
2023 vs
2022
2022 vs
2021
2021 vs
2020
2025 vs
2024
2024 vs
2023
2023 vs
2022
2022 vs
2021
2021 vs
2020
Executive Directors
Johnny Thomson
2
+12 +9 +6 +3 No change +5 +16 +2 +2 +4 +79 +9 +6 +3 +300
Wilson Ng
2
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
Non‑Executive Directors
3
David Lowden
4
+19 +6 +40 n/a No change
Geraldine Huse +13 +6 +4 +3 No change
Dean Finch +13 +6 +4 +185 n/a
Jennifer Ward
5
+31 +233 n/a n/a n/a
Janice Stipp
6
+82 n/a n/a n/a n/a
Katie Bickerstaffe
7
n/a n/a n/a n/a n/a
Ian El-Mokadem
8
n/a n/a n/a n/a n/a
Employees of the Parent
Company
9
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
1 This does not take account of the voluntary pay reduction in 2020.
2 Wilson Ng was appointed on 14 August 2025 and his remuneration for 2025 is pro rated.
3 The Non-Executive Directors do not receive any pension, bonus or taxable benefits.
4 The fee for David Lowden was prorated in 2022 following his appointment as Chair on 19 January 2022. The like-for-like increase is +5% in 2023 v 2022.
5 Jennifer Ward was appointed on 1 June 2023 and was appointed as Chair of the Remuneration Committee on 16 July 2024.
6 Janice Stipp was appointed on 17 January 2024.
7 Katie Bickerstaffe was appointed on 1 October 2024.
8 Ian El-Mokadem was appointed on 15 January 2025.
9 There are no employees of the Parent Company.

Strategic Report Corporate Governance Financial Statements Additional information
97DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
REMUNERATION COMMITTEE REPORT CONTINUED
Governance
REMUNERATION COMMITTEE
The Committee is chaired by Jennifer Ward and comprises the four Independent
Non-Executive Directors; David Lowden, Katie Bickerstaffe and Geraldine Huse;
served on the Committee throughout the year. The Group CEO, the Group CFO
and the Group HR Director attend meetings at the invitation of the Committee to
provide advice to help it make informed decisions. The Group Company Secretary
attends meetings as Secretary to the Committee.
THE REMUNERATION COMMITTEE REPORT
The Annual Report on Remuneration and the Chair’s Statement will continue
tobesubject to an advisory vote by shareholders at the 2026 AGM.
REMUNERATION PRINCIPLES AND STRUCTURE
The Committee has adopted remuneration principles which are designed
toensurethat executive remuneration:
• is aligned to the business strategy and promotes the long-term success
oftheCompany;
• supports the creation of sustainable long-term shareholder value;
• provides an appropriate balance between remuneration elements and
includes performance-related elements which are transparent, stretching
andrigorouslyapplied;
• provides an appropriate balance between immediate and deferred
remuneration;and
• encourages a high-performance culture by ensuring performance-related
remuneration constitutes a substantial proportion of the remuneration package
and by linking maximum payout opportunity to outstanding results.
These principles apply equally to those of senior management and align to those
ofthe wider workforce.
Services from external advisors (unaudited)
The Committee appointed Willis Towers Watson (WTW) following a tender
processin 2021 and has continued to receive its remuneration advice from WTW.
The fees are agreed in advance with the advisor, based on the scope of work.
Alladvisors are selected by the Committee based on their technical expertise and
independence. None of the advisors have any relationship with any Director and
the Committee is satisfied that the services of advisors are independent, which
it validates by checking that the advisors are not providing other services to the
Company. Details are shown in the table below:
Advisor Appointed by
Services provided
to the Committee
Other services
provided
to the Company Fees (£)
Willis Towers
Watson Committee
Remuneration
advice None 157,144
Shareholder voting at previous annual general meeting (unaudited)
The Directors’ Remuneration Policy was last approved by shareholders at the AGM
held on 15 January 2025 and the Remuneration Committee’s Annual Report (Report)
for the year ended 30 September 2024 was approved by shareholders at the AGM
held on 15 January 2025, with the following votes being cast:
2024 Report Remuneration Policy
Votes for 103,255,812 94.80% 101,629,804 93.31%
Votes against 5,660,459 5.20% 7, 287, 731 6.69%
Withheld 19,377 — 18,113 —

Corporate Governance
98 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REPORT
This section comprises information which the Directors are required
bylaw and regulation to include within the Annual Report and Accounts.
The Directors who held office during the year are set out on pages 60
and 61.
Overview of information required to be disclosed
The table opposite outlines the relevant disclosures Required to be reported.
Forfurther details on each disclosure, please refer to the specified page
references in the Annual Report and Accounts where you can read more about the
Group’s financial performance, governance practises, and other key information.
Disclosure Reported in Page reference
Our employees Delivering Value Responsibly
PAGE 39
Environmental matters Delivering Value Responsibly
PAGE 41
Health and safety Delivering Value Responsibly
PAGE 40
Greenhouse gas emissions Delivering Value Responsibly
PAGE 41
Climate-related disclosures TCFD statement
PAGES 157–161
Human Rights Non-financial and sustainability
information statement
PAGE 54
Charitable donations s.172 and stakeholder engagement
PAGE 52
Business ethics, corruption
and bribery
Non-financial and sustainability
information statement
PAGE 54
Modern slavery Non-financial and sustainability
information statement
PAGE 54
Community s.172 and stakeholder engagement
PAGE 52
Business model Our business model
PAGES 14-15
Principal risks and how they
are managed or mitigated
Risk management and internal control
PAGES 44-48
Non-financial key
performance indicators
Key performance indicators
PAGE 21
Employee engagement Delivering Value Responsibly
PAGE 39
Stakeholder engagement s.172 and stakeholder engagement
PAGES 49-52
SHAREHOLDERS
Incorporation and principal activity
Diploma PLC is domiciled in England
and registered in England and Wales
under Company Number 3899848.
At the date of this report there were
134,317,398 ordinary shares of 5p each
in issue, all of which are fully paid up and
quoted on the London Stock Exchange.
The principal activity of the Group is
the supply of specialised technical
products and services. A description
and review of the activities of the
Group during the financial year
including the Company’s business
model and strategy, principal risks
and uncertainties facing the Group
and how these are managed and
mitigated, together with an indication
of future developments is set out in the
Strategic Report on pages 2–54, which
incorporates the requirements of the
Companies Act 2006 (the Act).
Annual General Meeting
The Annual General Meeting (AGM) will
be held at 09.00am on Wednesday,
14 January 2026 in The Charterhouse,
Charterhouse Square, London EC1M
6AN. The Notice of the AGM, which is a
separate document, will be sent to all
shareholders and will be published on
the Diploma PLC website.
Substantial shareholdings
At 30 September 2025, the Company
had received formal notifications of the
following holdings in its ordinary shares
in accordance with the requirements
of the Financial Conduct Authority’s
Disclosure Guidance and Transparency
Rules (DTRs):
Percentage
of ordinary
shares
(September
2025)
Percentage
of ordinary
share capital
(November
2025)
The Capital Group
Companies, Inc. 12.96% No change
FMR LLC 5.27% No change
Norges Bank 3.01% No change
BlackRock Inc Below 5% 5.02%
Other than BlackRock Inc, there have
been no changes in the interests
notified to the Company pursuant to
theDTRs up to the date of this report.
Share capital
The rights attaching to the Company’s
ordinary shares, as well as the powers of
the Company’s Directors, are set out in
the Company’s Articles of Association
(the Articles), a copy of which is
available on the Company’s website.
The Articles may be amended by special
resolution of the Company’sshareholders.

Strategic Report Corporate Governance Financial Statements Additional information
99DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REPORT CONTINUED
Shareholders
Shareholders are entitled to attend
and speak at general meetings of the
Company and to appoint one or more
proxies, or corporate representatives.
On a show of hands each holder of
ordinary shares shall have one vote,
asshall proxies. On a poll, every holder
of ordinary shares present in person
or by proxy shall have one vote for
every share of which they are the
holder. Electronic and paper proxy
appointments and voting instructions
must be received not later than 48 hours
before a general meeting.
The Company is not aware of any
agreements between shareholders that
may result in restrictions on the transfers
of securities and/or voting rights. No
person holds securities in the Company
carrying special rights with regard to
control of the Company.
Contracts of significance
andchange of control
There are a number of agreements that
take effect, alter or terminate upon
a change of control of the Company,
principally bank facility agreements,
the Company’s Long-Term Incentive
Plan and the Annual Performance
BonusPlan.
Restrictions on transfer of shares
The Directors may refuse to register a
transfer of a certificated share that is
not fully paid, provided that the refusal
does not prevent dealings in shares in
the Company from taking place on an
open and proper basis, or where the
Company has lien over that share. The
Directors may also refuse to register a
transfer of a certificated share, unless
the instrument of transfer is: (i) lodged,
duly stamped (if necessary), atthe
registered office of the Company
or anyother place as the Board may
decide accompanied by the certificate
for the share(s), or (ii) in favour of not
more than four persons. Transfers of
uncertificated shares must be carried
out using CREST and the Directors
can refuse to register a transfer of an
uncertified share in accordance with
theregulations governing the operation
of CREST.
There are no other restrictions on
the transfer of ordinary shares in the
Company except certain restrictions
which may from time to time be
imposed by laws and regulations
(for example insider trading laws);
or where a shareholder with at least
a 0.25% interest in the Company’s
certificated shares has been served with
a disclosure notice and has failed to
provide the Company with information
concerning interests in those shares.
Share allotment
A general allotment power and a
limited power to allot shares in specific
circumstances for cash, otherwise than
pro rata to existing shareholders, were
given to the Directors by resolutions
approved at the AGM of the Company
held on 15 January 2025.
Authority to make market
purchases of own shares
An authority to make market purchases
of up to 10% of the issued share capital
shares was given to the Directors by
a special resolution at the AGM of the
Company held on 15 January 2025.
Inthe year to 30 September 2025,
theCompany has not acquired any
ofitsown shares.
Liability insurance and indemnities
As at the date of this report, the
Company has granted qualifying
third-party indemnities to each of
its Directors against any liability
that attaches to them in defending
proceedings brought against them,
to the extent permitted by the
Companies Act. In addition, Directors
and officers of the Company and its
subsidiaries have been, and continue
to be, covered by Director and officer
liabilityinsurance.
Disclosures required under
ListingRule 6.6.1
To comply with Listing Rule 6.6.1, the
following table provides the information
to be disclosed by the Company.
Listing Rule
The Trustees of the Diploma
PLC Employee Benefit Trust
waived dividends on all shares.
6.6.1(11)
and 6.6.1(12)R
NON-FINANCIAL
INFORMATION
The Company has chosen, in
accordance with section 414C(11) of the
Companies Act 2006, to include certain
matters in its Strategic Report on pages
2-54 that would otherwise be required
to be disclosed in this Directors’ Report.

Corporate Governance
100 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’ REPORT CONTINUED
FINANCIAL
Results and dividends
The profit for the financial year
attributable to shareholders was
£184.9m (2024: £129.3m). The Directors
recommend a final dividend of 44.1p
(2024: 42.0p) per ordinary share, to be
paid, if approved, on 30 January 2026.
This, together with the interim dividend
of 18.2p (2024: 17.3p) perordinary
share, amounts to 62.3p for the
year(2024:59.3p).
The results are shown more fully in
the audited consolidated financial
statements on pages 110-153 and
summarised in the Financial Review
onpages 34-37.
Independent auditors
Each of the persons who is a Director
at the date of approval of this Annual
Report and Accounts confirms that so
far as the Director is aware, there is no
relevant audit information of which the
Company’s auditor is unaware; and the
Director has taken all the steps that he/
she ought to have taken as a Director
in order to make himself/herself aware
of any relevant audit information
and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should
be interpreted in accordance with
the provisions of section 418 of the
Companies Act 2006.
PricewaterhouseCoopers LLP (PwC)
hasexpressed its willingness to
continue in office as independent
auditor and a resolution to reappoint
PwC will be proposed at the AGM
tobeheld on 14January 2026.
Directors’ assessment
ofgoingconcern
The Directors continue to adopt the
going concern basis in preparing
the Annual Report and Accounts.
Their assessment in reaching this
conclusion is set out in the notes to
theconsolidated financial statements
on page 145.
Statement of Directors’
responsibilities for preparing
thefinancial statements
The Directors are responsible for
preparing the Annual Report and
Accounts and the financial statements
in accordance with applicable law
andregulation.
Company law requires the Directors
to prepare financial statements for
each financial year. Under that law the
Directors have prepared the Group
financial statements in accordance
with international accounting standards
in conformity with the requirements
of the Companies Act 2006 and the
Parent Company financial statements
in accordance with United Kingdom
Generally Accepted Accounting Practice
(United Kingdom Accounting Standards,
comprising FRS 101 Reduced Disclosure
Framework, and applicable law).
Additionally, the Financial Conduct
Authority’s Disclosure Guidance
and Transparency Rules require the
Directors to prepare the Group financial
statements in accordance with United
Kingdom adopted International
Accounting Standards.
Under company law, Directors must not
approve the financial statements unless
they are satisfied that they give a true
and fair view of the state of affairs of
the Group and Parent Company and
of the profit or loss of the Group for
that period. In preparing the financial
statements, the Directors are required to:
• select suitable accounting policies
andthen apply them consistently;
• state whether applicable international
accounting standards in conformity
with the requirements of the
Companies Act 2006 have been
followed for the Group financial
statements and United Kingdom
Accounting Standards, comprising
FRS 101 have been followed for the
Parent Company financial statements,
subject to any material departures
disclosed and explained in the
financialstatements;
• make judgements and accounting
estimates that are reasonable and
prudent; and
• prepare the financial statements
on the going concern basis unless
it is inappropriate to presume that
the Group and Parent Company
willcontinue in business.
The Directors are responsible for
safeguarding the assets of the Group
and Parent Company and hence
for taking reasonable steps for the
prevention and detection of fraud
andother irregularities.
The Directors are also responsible
for keeping adequate accounting
records that are sufficient to show
and explain the Group’s and Parent
Company’s transactions and disclose
with reasonable accuracy at any time
the financial position of the Group and
Parent Company and enable them to
ensure that the financial statements
and the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the
Parent Company’s website. Legislation
in the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.

Strategic Report Corporate Governance Financial Statements Additional information
101DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
DIRECTORS’
CONFIRMATIONS
The Directors consider that the Annual
Report and Accounts, taken as a whole,
is fair, balanced and understandable
and provides the information necessary
for shareholders to assess the Group’s
and Parent Company’s position and
performance, business model and
strategy. Each of the Directors, whose
names and functions are listed in the
Board of Directors confirm that, to the
best of their knowledge:
• the Group financial statements, which
have been prepared in accordance with
UK-adopted International Accounting
Standards, give a true and fair view of
the assets, liabilities, financial position
and profit of the Group;
• the Parent Company financial
statements, which have been prepared
in accordance with United Kingdom
Accounting Standards, comprising
FRS 101, give a true and fair view of the
assets, liabilities and financial position
of the Parent Company; and
• the Strategic Report includes a fair
review of the development and
performance of the business and
the position of the Group and Parent
Company, together with a description
of the principal risks and uncertainties
that it faces.
In the case of each Director in office at the
date the Directors’ report is approved:
• so far as the Director is aware, there is
no relevant audit information of which
the Group’s and Parent Company’s
auditors are unaware; and
• they have taken all the steps that they
ought to have taken as a Director in
order to make themselves aware of
any relevant audit information and to
establish that the Group’s and Parent
Company’s auditors are aware of
thatinformation.
The Strategic Report and the Directors’
Report were approved by the Board of
Directors on 18 November 2025 and are
signed on its behalf by:
JD Thomson
Chief Executive Officer
W Ng
Acting Chief Financial Officer
Registered office:
10-11 Charterhouse Square
London
EC1M 6EE
Registered Number: 3899848
DIRECTORS’ REPORT CONTINUED

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025102
INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC
REPORT ON THE AUDIT OF THE
FINANCIAL STATEMENTS
Opinion
In our opinion:
• Diploma plc’s Group financial statements and Parent Company financial statements
(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 30 September 2025 and of the Group’s profit and
the Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with
UK-adopted international accounting standards as applied in accordance with the
provisions of the Companies Act 2006;
• the Parent Company financial statements have been properly prepared in accordance
with United Kingdom Generally Accepted Accounting Practice (United Kingdom
Accounting Standards, including FRS 101 “Reduced Disclosure Framework”,
andapplicable law); and
• the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and
Accounts 2025 (the “Annual Report”), which comprise: Consolidated and Parent
Company Statements of Financial Position as at 30 September 2025; Consolidated
Income Statement, the Consolidated Statement of Comprehensive Income,
the Consolidated and Parent Company Statements of Changes in Equity and
the Consolidated Cash Flow Statement for the year then ended; the Group and
ParentCompany Accounting Policies; and the notes to the Consolidated and Parent
Company financial statements.
Our opinion is consistent with our reporting to the Audit Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further
described in the Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.
INDEPENDENCE
We remained independent of the Group in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the UK, which includes the
FRC’s Ethical Standard, as applicable to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
A member firm of the PwC Network provided a non-audit service in the form of
an online VAT Number Batch Validation tool, for a fee ranging from £260 to £350
per year, to one of the subsidiaries of the Parent Company, during the period from
January 2020 to September 2025. The function of the tool was administrative in
nature and there were no calculations or judgements applied. The continued use of
the VAT tool is an impermissible service and has resulted in a breach of paragraph
5.167R of the FRC Ethical Standard 2016 in respect of the audit of the period ended
30 September 2020, and paragraph 5.40 of the FRC Ethical Standard 2019 in
respect of the audits of the years ended 30 September 2021, 30 September 2022,
30September 2023, 30 September 2024 and 30 September 2025.
We confirm that based on our assessment of this breach and the nature and scope
of these services, the provision of the services did not affect our professional
judgements in connection with our audits for the periods referred to above and
we remained objective and independent. Other than the matter referred to above,
and to the best of our knowledge and belief, we declare that non-audit services
prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 26, we have provided no non-audit services
tothe Parent Company or its controlled undertakings in the period under audit.
Our audit approach
OVERVIEW
Audit scope
• The Group is structured as three Sectors (Life Sciences, Seals and Controls)
and we have conducted audit work across all of them. We performed full scope
audit procedures over 9 components and specific audit procedures on a further
10 components, covering 8 countries in total. Taken together, the components
overwhich audit work was performed accounted for 76% (2024: 73%) of the
Group’s revenue.
Key audit matters
• Risk of management override through manual journal entries impacting revenue (Group)
• Carrying value of investments in subsidiaries and recoverability of amounts owed
by Group undertakings (Parent Company)

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Strategic Report Corporate Governance Financial Statements Additional information
103DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our audit approach continued
OVERVIEW CONTINUED
Materiality
• Overall Group materiality: £15.8m
(2024: £12.3m) based on 5% of
adjusted profit before tax.
• Overall Parent Company materiality:
£10.1m (2024: £9.9m) based on 1%
oftotal assets.
• Performance materiality: £11.9m
(2024:£9.2m) (Group) and £7.6m
(2024: £7.4m) (Parent Company).
THE SCOPE OF OUR AUDIT
As part of designing our audit, we
determined materiality and assessed
the risks of material misstatement in
thefinancial statements.
KEY AUDIT MATTERS
Key audit matters are those matters that,
in the auditors’ professional judgement,
were of most significance in the audit of
the financial statements of the current
period and include the most significant
assessed risks of material misstatement
(whether or not due to fraud) identified
by the auditors, including those which had
the greatest effect on: the overall audit
strategy; the allocation of resources in
the audit; and directing the efforts of
the engagement team. These matters,
and any comments we make on the
results of our procedures thereon, were
addressed in the context of our audit of
the financial statements as a whole, and
in forming our opinion thereon, and we
do not provide a separate opinion on
these matters.
This is not a complete list of all risks
identified by our audit.
Risk of management override through manual journal entries impacting revenue is a new key audit matter this year. Valuation of the
acquired intangibles for the Peerless and PAR Group acquisitions, which was a key audit matter last year, is no longer included because
of the acquisitions of Peerless and PAR Group being completed in 2024 and there have been no changes to the valuation of the
acquired intangibles. Otherwise, the key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Risk of management override through manual journal entries
impacting revenue (Group)
Refer to the Consolidated Income Statement and note 3 within
the Group financial statements.
Revenue is the most significant item in the consolidated
income statement. There is a risk that management may override
controls to intentionally overstate revenue transactions through
inappropriate manual journal entries given revenue is a key
performance indicator used by stakeholders in assessing the
underlying performance of the Group. Revenue for the year
was £1,524.5m (2024: £1,363.4m).
Revenue is recognised in accordance with International Financial
Reporting Standard (IFRS) 15 ‘Revenue from Contracts with
Customers’. The majority of the Group’s revenue (97%) is derived
from the sale of goods with performance obligations that are
straightforward and are satisfied upon the delivery of goods
tocustomers.
Revenue is generated through a high volume of relatively low
value transactions and there is no concentration of customer
credit risk. There are no significant judgements involved in the
recognition of revenue and therefore our fraud risk is focused
on manual journals to overstate the revenue.
The procedures we undertook to address the significant risk
identified included:
• Assessing the relevant accounting policies for consistency
andappropriateness with the financial reporting framework.
• Evaluating the process in respect of revenue recognition at
allin-scope Group reporting components.
• The audit of manual journals included central testing
of theconsolidation and close-process adjustments,
testinganythat had an entry against revenue and
obtainingsupporting evidence.
• At the component levels, we have employed parameters
specifically designed to detect journal entries that deviated
from our expectation, with a focus on any unusual revenue
transactions or account combinations crediting revenue.
Forjournals meeting our risk criteria, we conducted
substantive testing of the supporting documentation
toconfirm their appropriateness.
We have not identified any inappropriate revenue journal entries.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Financial Statements
104 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our audit approach continued
KEY AUDIT MATTERS CONTINUED
Key audit matter How our audit addressed the key audit matter
Carrying value of investments in
subsidiaries and recoverability of
amounts owed by Group undertakings
(Parent Company)
Refer to the Parent Company
Statement of Financial Position and
Note D (‘Investments’) within the Parent
Company financial statements.
At the balance sheet date, the Parent
Company had investments in subsidiaries
of £700.5m (2024: £700.5m) and
amounts owed by Group undertakings
of £309.9m (2024: £289.1m).
We have focused our audit efforts
on these balances given the relative
significance of them. The carrying
amount of the Parent Company’s
investments in subsidiaries represents
69% of the Parent Company’s total
assets (2024: 71%). Given the trading
performance of the underlying
subsidiary investments, we do not
consider the valuation of these
investments to be at a higher risk of
material misstatement or to be subject
to a significant level of judgement or
estimation with respect to impairment.
However, due to their materiality in the
context of the Parent Company financial
statements as a whole, it is considered
to be the area on which the most audit
effort is focused.
In assessing whether the carrying value
of the Parent Company’s investment
in subsidiaries was supportable, we
verified that the net asset positions
of the individual investments were
inexcess of the carrying value of
theinvestment in those subsidiaries.
We also considered whether through
the work performed throughout the
audit identified any other impairment
indicators regarding the recoverability
of the carrying value of those investments
at the balance sheet date. We have no
issues to report in respect of this work.
With regards to the recoverability of
amounts owed by Group undertakings,
we have obtained and reviewed
management’s IFRS 9 assessment
regarding the ability for the counterparty
to settle the balances with liquid
resources available at the balance
sheet date taking into account
othercommitments.
We have no issues to report in respect
of this work.
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough work to be
able to give an opinion on the financial statements as a whole, taking into account
the structure of the Group and the Parent Company, the accounting processes and
controls, and the industry in which they operate.
The Group is structured into three principal Sectors; Life Sciences, Seals, and Controls,
encompassing multiple legal entities operating primarily across Australia, Canada,
the USA, the UK, and Continental Europe, in addition to other reporting components
consolidated by Group management. In response to the new requirements of ISA
(UK) 600 (Revised), we have re-evaluated our historical audit scoping methodology
accordingly to ensure appropriate coverage. Our refined approach now defines each
legal entity or other reporting component included within the Group consolidation as
an individual component. During our risk assessment procedures, we considered the
Group’s operating environment, the relevant financial reporting framework, and the
utilisation of centralised processes. Accordingly, when selecting audit components
and determining the overall strategy for the Group audit, we identified the specific
work required by the Group engagement team and by component auditors within
the PwC network acting under our direction and supervision. This ensured adequate
coverage for all significant financial statement line items within the Group financial
statements. For audits conducted by component auditors, we established the
necessary level of involvement to confirm that sufficient and appropriate audit
evidence had been obtained, thereby enabling us to form an opinion on the Group
financial statements in their entirety.
Based on our scoping and risk assessment, we identified 19 components across
eight countries which accounted for approximately 76% of the Group’s revenue.
Ofthese, two components were deemed significant due to their financial size, which
required a full scope audit of their complete financial information. For seven additional
components, where statutory audits were already required in jurisdictions including the
UK, Germany, Spain, Ireland, and Denmark, we determined the most efficient approach
to scoping was to perform full scope procedures over their financial information.
For the remaining ten components, we tailored our approach by focusing audit
procedures on specific financial statements line items within that component that
we considered had the potential for the greatest impact on the significant financial
statement line items in the Group financial statements because of the size of these
financial statement line items. This included nine components in the US, Canada, and
the UK, for which targeted audit work was conducted on relevant account balances,
and one further component in the US, where specified audit procedures addressed
particular financial statement line items based on their sizes.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Strategic Report Corporate Governance Financial Statements Additional information
105DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our audit approach continued
HOW WE TAILORED THE AUDIT SCOPE CONTINUED
We performed centralised audit procedures over key areas including goodwill,
business combinations, right-of-use assets and lease liabilities, net pension assets,
borrowings, finance costs, and selected tax items. The Group engagement team was
responsible for auditing the other reporting component holding all consolidation
adjustments, and was responsible for auditing the significant financial
statementdisclosures.
Certain Parent Company account balances were included in scope for the audit of the
Group financial statements as part of the centralised audit procedures. However, we
determined that the Parent Company did not require a full scope audit of its complete
financial information for the purposes of the audit of the Group financial statements.
The in-scope components were audited by the Group engagement team and
11 component teams within the PwC network, all acting under our direction and
supervision. Through this comprehensive and risk-based approach, we ensured
sufficient and appropriate audit evidence was obtained over all material aspects
oftheGroup’s financial statements.
We issued formal written instructions to all component auditors setting out the audit
work to be performed by each of them and maintained regular communication with
the component auditors throughout the audit cycle. We have held remote meetings
with members of each component team during the planning phase of our work and
reviewed all matters of significance reported, and attended audit closing meetings
with component teams and local management. The Group engagement team also
reviewed selected audit working papers for certain component teams to evaluate the
sufficiency of audit evidence obtained and to fully understand the matters arising from
the component audits.
In addition, the Group engagement leader has visited component teams in the USA
and Australia. They included meetings with the component auditor and with local
management, and attendance at audit closing meetings for certain components.
Reflective of its nature, our audit of the Parent Company financial statements
focused on the investments in subsidiary undertakings and validating amounts owed
by Group undertakings due to its profile of being a holding company in addition to
the borrowings which were included in scope for the audit of the Group financial
statements as part of the centralised audit procedures.
THE IMPACT OF CLIMATE RISK ON OUR AUDIT
As part of our audit we made enquiries of management to understand the process
they have adopted to assess the extent of the potential impact of climate change
risk on the financial statements and to support the disclosures made in relation to
climate risk within the Strategic Report. In addition to enquiries with management,
we also read management’s expert’s report, which underpins the overall assessment
of climate risk. The Board has made commitments to achieve net zero carbon
emissions across their value chain by 2045, with a 50% reduction in scope 1 & 2
emissions by 2030. Management has assessed that there is no material impact on
the financial reporting judgements and estimates arising from their considerations,
consistent with previous assessments made by the Group.
Using our knowledge of the business, we evaluated management’s risk assessment and
related disclosures. In particular we have considered how climate risk would impact the
assumptions made in the forecasts used in their goodwill impairment assessments and
going concern analysis. We also considered the consistency of disclosures in relation to
climate change contained in the Strategic Report and the Additional Information with the
Group financial statements and our knowledge from our audit. Our responsibility over
other information is further described in the “Reporting on other information” section on
our report.
MATERIALITY
The scope of our audit was influenced by our application of materiality. We set
certain quantitative thresholds for materiality. These, together with qualitative
considerations, helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual financial statement
line items and disclosures and in evaluating the effect of misstatements, both
individually and in aggregate on the financial statements as a whole.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Financial Statements
106 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Our audit approach continued
MATERIALITY CONTINUED
Based on our professional judgement, we determined materiality for the financial
statements as a whole as follows:
Financial statements – Group Financial statements – Parent Company
Overall
materiality
£15.8m (2024: £12.3m). £10.1m (2024: £9.9m).
How we
determined it
5% of adjusted profit before tax. 1% of total assets
Rationale for
benchmark
applied
Based on the benchmarks used in the
AnnualReport, adjusted profit before tax is
considered as the primary measure used by
stakeholders in assessing the underlying
performance of the Group. This benchmark
excludes the impact of adjustments in respect
of amortisation of acquired intangible
assets, acquisition items, profit or loss on
disposal of operations, and other costs.
This is a typical measure used
by stakeholders in assessing
the performance of a holding
company and a generally
accepted auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality
that is less than our overall Group materiality. The range of materiality allocated
across components was £0.8m and £10.5m. Certain components were audited to a
local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements
exceeds overall materiality. Specifically, we use performance materiality in
determining the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75% (2024: 75%)
of overall materiality, amounting to £11.9m (2024: £9.2m) for the Group financial
statements and £7.6m (2024: £7.4m) for the Parent Company financial statements.
In determining the performance materiality, we considered a number of factors
– the history of misstatements, risk assessment and aggregation risk and the
effectiveness of controls – and concluded that an amount at the upper end of
ournormal range was appropriate.
We agreed with the Audit Committee that we would report to them misstatements
identified during our audit above £791,000 (Group audit) (2024: £612,500) and
£505,000 (Parent Company audit) (2024: £495,000) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the Parent Company’s
ability to continue to adopt the going concern basis of accounting included:
• Reviewing management’s going concern assessment to ensure it was based
upon the latest Board approved forecasts and that the cashflow assumptions were
consistent with our understanding of the outlook for the Sectors and the wider market;
• Testing the mathematical accuracy of the model, including forecast compliance
with covenants;
• Corroborating key model inputs to independent evidence obtained over the
course of the audit;
• Discussing conclusions with management across the business, including Sector
heads, to ensure consistency and gain perspective on the developments within
thebusiness;
• Comparison of the prior year forecasts against current year actual performance
toassess management’s ability to forecast accurately;
• Reviewing the latest signed financing agreements to validate covenants used
inthemodelling and the timing of debt maturities; and
• Reviewing management’s severe but plausible scenario to ensure this appropriately
reflects the risk of potential performance below forecast levels, and that there
remains sufficient headroom both against covenant compliance and liquidity.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or collectively, may
cast significant doubt on the Group’s and the Parent Company’s ability to continue
as a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
In auditing the financial statements, we have concluded that the directors’ use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate.
However, because not all future events or conditions can be predicted, this
conclusion is not a guarantee as to the Group’s and the Parent Company’s ability
tocontinue as a going concern.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Strategic Report Corporate Governance Financial Statements Additional information
107DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Conclusions relating to going concern continued
In relation to the directors’ reporting on how they have applied the UK Corporate
Governance Code, we have nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going
concern are described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other
than the financial statements and our auditors’ report thereon. The directors are
responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit
opinion or, except to the extent otherwise explicitly stated in this report, any form
of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read
the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an
apparent material inconsistency or material misstatement, we are required to
perform procedures to conclude whether there is a material misstatement of the
financial statements or a material misstatement of the other information. If, based
on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We have nothing to
report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered
whether the disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006
requires us also to report certain opinions and matters as described below.
STRATEGIC REPORT AND DIRECTORS’ REPORT
In our opinion, based on the work undertaken in the course of the audit, the
information given in the Strategic report and Directors’ report for the year ended
30 September 2025 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Parent Company
and their environment obtained in the course of the audit, we did not identify any
material misstatements in the Strategic report and Directors’ report.
DIRECTORS’ REMUNERATION
In our opinion, the part of the Remuneration Committee Report to be audited has
been properly prepared in accordance with the Companies Act 2006.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going
concern, longer-term viability and that part of the corporate governance statement
relating to the Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other information are described
in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each
of the following elements of the corporate governance statement is materially
consistent with the financial statements and our knowledge obtained during the
audit, and we have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust assessment
oftheemerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what
procedures are in place to identify emerging risks and an explanation of how these
are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered
it appropriate to adopt the going concern basis of accounting in preparing them,
and their identification of any material uncertainties to the Group’s and Parent
Company’s ability to continue to do so over a period of at least twelve months
from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the Group’s and Parent Company’s
prospects, the period this assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the
Parent Company will be able to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term viability of the
Group and Parent Company was substantially less in scope than an audit and only
consisted of making inquiries and considering the directors’ process supporting
their statement; checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and considering whether the
statement is consistent with the financial statements and our knowledge and
understanding of the Group and Parent Company and their environment obtained
in the course of the audit.

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Financial Statements
108 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Corporate governance statement continued
In addition, based on the work undertaken as part of our audit, we have concluded
that each of the following elements of the corporate governance statement is
materially consistent with the financial statements and our knowledge obtained
during the audit:
• The directors’ statement that they consider the Annual Report, taken as a whole,
is fair, balanced and understandable, and provides the information necessary for
the members to assess the Group’s and Parent Company’s position, performance,
business model and strategy;
• The section of the Annual Report that describes the review of effectiveness of
riskmanagement and internal control systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the
directors’ statement relating to the Parent Company’s compliance with the Code
does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
Responsibilities for the financial statements and the audit
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
As explained more fully in the Statement of Directors’ responsibilities for preparing
the financial statements, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being
satisfied that they give a true and fair view. The directors are also responsible for
such internal control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing
the Group’s and the 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.
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to fraud
or error, and to issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and
regulations. We design procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of irregularities, including fraud. The
extent to which our procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that
theprincipal risks of non-compliance with laws and regulations related to UK Listing
Rules, the Companies Act 2006 and Corporate income tax and other taxes, and we
considered the extent to which non-compliance might have a material effect on the
financial statements. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including therisk of override of
controls) and determined that the principal risks were related to fraudulent journal
entries to manipulate the financial performance in order to achieve management
incentive scheme targets and market consensus. The Group engagement team
shared this risk assessment with the component auditors so that they could
include appropriate audit procedures in response to such risks in their work.
Auditprocedures performed by the Group engagement team and/or component
auditors included:

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF DIPLOMA PLC CONTINUED
Strategic Report Corporate Governance Financial Statements Additional information
109DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Responsibilities for the financial statements and the audit continued
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
CONTINUED
• enquiring of Group and local management, including consideration of known or
suspected instances of non-compliance with laws and regulations and fraud, and
review of internal audit reports;
• enquiring of entity staff in tax and compliance functions to identify any instances
ofnon-compliance with laws and regulations;
• reviewing minutes of meetings of those charged with governance;
• incorporating elements of unpredictability into our work;
• reviewing financial statement disclosures and testing to supporting documentation
to assess compliance with applicable laws; and
• auditing the risk of management override of controls, including through testing
certain journal entries and other adjustments for appropriateness.
There are inherent limitations in the audit procedures described above. We are less
likely to become aware of instances of non-compliance with laws and regulations
that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
Our audit testing might include testing complete populations of certain transactions
and balances, possibly using data auditing techniques. However, it typically involves
selecting a limited number of items for testing, rather than testing complete
populations. We will often seek to target particular items for testing based on
theirsize or risk characteristics. In other cases, we will use audit sampling to enable
us to draw a conclusion about the population from which the sample is selected.
A further description of our responsibilities for the audit of the financial statements
is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditors’ report.
USE OF THIS REPORT
This report, including the opinions, has been prepared for and only for the
Parent Company’s members as a body in accordance with Chapter 3 of Part
16 of the Companies Act 2006 and for no other purpose. We do not, in giving
these opinions, accept or assume responsibility for any other purpose or to any
otherperson to whom this report is shown or into whose hands it may come save
whereexpressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Parent Company, or
returns adequate for our audit have not been received from branches not visited
byus; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the Parent Company financial statements and the part of the Remuneration
Committee Report to be audited are not in agreement with the accounting records
andreturns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were appointed
by the members on 1 March 2018 to audit the financial statements for the year
ended 30 September 2018 and subsequent financial periods. The period of total
uninterrupted engagement is eight years, covering the years ended 30 September
2018 to 30 September 2025.
OTHER MATTER
The Parent Company is required by the Financial Conduct Authority Disclosure
Guidance and Transparency Rules to include these financial statements in an
annual financial report prepared under the structured digital format required by
DTR 4.1.15R – 4.1.18R and filed on the National Storage Mechanism of the Financial
Conduct Authority. This auditors’ report provides no assurance over whether the
structured digital format annual financial report has been prepared in accordance
with those requirements.
Richard Porter (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
18 November 2025

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025110
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Adjusted
1
Adjusted
1
Adjustments
1
Adjustments
1
Revenue
3,4
1, 524.5
—
1,524. 5
1, 363.4
—
1,3 63.4
Operating expenses
2
(1,181.8)
(5 9. 0)
(1, 2 40. 8)
(1 ,078 .4)
( 7 7. 6)
(1,1 56 .0)
Operating profit
342 .7
(5 9. 0)
283.7
28 5.0
(7 7. 6)
2 0 7. 4
Financial expense, net
6
(27 .3)
(8 .1)
(35.4)
(2 7. 0)
(3.8)
(30.8)
Profit before tax
31 5.4
(6 7. 1)
24 8.3
25 8.0
(81 .4)
1 76 .6
Tax expense
7
(78.8)
1 6.0
(6 2. 8)
(61 .9)
15. 3
(4 6 .6)
Profit for the year
23 6.6
(5 1 .1)
1 85.5
1 96.1
(6 6 .1)
130.0
Shareholders of the Company
2 36 .0
(5 1 .1)
1 8 4.9
195. 4
(6 6.1)
1 2 9. 3
Minority interests
21
0. 6
—
0.6
0.7
—
0.7
23 6.6
(5 1 .1)
1 85.5
1 96.1
(6 6 .1)
130.0
Adjusted/Basic earnings
9
17 6.0p
1 3 7. 9p
145. 8p
96. 5p
Adjusted/Diluted earnings
9
175. 3p
1 3 7. 3p
145. 3p
96 .1p
1 Adjusted figures exclude certain items as set out and explained in the Financial Review and as detailed in notes 2, 3, 4, 6, 7 and 9. All amounts relate to continuing operations.
The notes on pages 115 to 153 form part of these consolidated financial statements.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 111
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Profit for the year
18 5.5
13 0.0
Actuarial loss on the defined benefit pension schemes
25
(0. 2)
( 7. 0)
Deferred tax on items that will not be reclassified
7,14
—
1.8
(0. 2)
(5. 2)
Exchange differences on translation of foreign operations
2 .2
(65 .7)
Recycling of foreign exchange reserve and net investment hedging on disposal of businesses
(1.7)
—
Exchange differences on translation of net investment hedge
19
(9. 8)
7. 2
Fair value losses/(gains) of cash flow hedges transferred from the hedging reserve
19
1 .0
(1.3)
Gains/(losses) on fair value of cash flow hedges
19
0. 2
(2. 3)
Deferred tax on items that may be reclassified
7,14
—
0.7
(8.1)
(61 .4)
Total Other Comprehensive Income
(8. 3)
(66 .6)
Total Comprehensive Income for the year
1 7 7. 2
6 3.4
Shareholders of the Company
176.5
62.7
Minority interests
0. 7
0. 7
1 7 7. 2
6 3.4

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025112
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
At 1 October 2023
6.8
420. 2
42 .5
1.7
424 .4
895.6
6 .4
9 02 .0
Total Comprehensive Income
—
—
(5 8.5)
(2 .9)
124 .1
62.7
0.7
6 3.4
Share-based payments
5
—
—
—
—
7. 1
7. 1
—
7. 1
Tax on items recognised directly in equity
7
—
—
—
—
1.7
1.7
—
1.7
Notional purchase of own shares
—
—
—
—
(2. 3)
(2. 3)
—
(2 .3)
Dividends
8,21
—
—
—
—
(76 . 8)
(7 6.8)
(0. 4)
(7 7. 2)
At 30 September 2024
6 .8
420. 2
(16 .0)
(1. 2)
478. 2
888. 0
6 .7
894 .7
Total Comprehensive Income
—
—
(9. 3)
1. 2
18 4. 6
176.5
0. 7
1 7 7. 2
Share-based payments
5
—
—
—
—
6. 2
6. 2
—
6.2
Disposal of business
21
—
—
—
—
—
—
(0. 5)
(0. 5)
Purchase of minority interest
21
—
—
—
—
2. 2
2 .2
(2. 2)
—
Tax on items recognised directly in equity
7
—
—
—
—
1.6
1.6
—
1.6
Notional purchase of own shares
—
—
—
—
(4 .1)
(4.1)
—
(4 .1)
Dividends
8,21
—
—
—
—
(8 0.7)
(8 0.7)
(0. 2)
(80.9)
At 30 September 2025
6 .8
420. 2
(25. 3)
—
5 88.0
9 8 9. 7
4.5
9 94. 2
The notes on pages 115 to 153 form part of these consolidated financial statements.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 113
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
Goodwill
10
563 .5
5 41 .1
Acquisition intangible assets
11
4 7 9. 1
5 0 7. 8
Other intangible assets
11
3 .0
2.6
Property, plant and equipment
12
6 6.7
6 3.4
Leases – right-of-use assets
13
76 .1
6 5 .9
Other financial assets
19
1. 5
—
Retirement benefit assets
25
1.7
1.5
Deferred tax assets
14
9. 7
0.9
1,201.3
1, 183.2
Inventories
15
2 9 7. 4
28 0.1
Trade and other receivables
16
2 2 9. 0
2 06 .9
Assets held for sale
—
4 6.4
Cash and cash equivalents
18
81.7
5 5.5
6 0 8.1
58 8 .9
Borrowings
24
(0.9)
—
Trade and other payables
17
(2 45.3)
(204.4)
Liabilities held for sale
—
(2 2.0)
Current tax liabilities
7
(2 7. 7 )
(22 .9)
Other liabilities
20
(1 0.9)
(8.8)
Lease liabilities
13
(13. 5)
(1 3.1)
(298. 3)
(27 1.2)
Net current assets
3 0 9. 8
3 1 7. 7
Total assets less current liabilities
1 , 51 1.1
1 , 50 0.9
Note
Borrowings
24
(38 0. 2)
(4 7 9. 8)
Trade and other payables
17
(5.7)
(1 .1)
Lease liabilities
13
(70. 3)
(5 9. 2)
Other liabilities
20
(1 5.8)
(16. 6)
Deferred tax liabilities
14
(4 4.9)
(4 9. 5)
(5 16 .9)
(6 06 .2)
Net assets
9 94.2
8 94. 7
Share capital
6.8
6.8
Share premium
4 20. 2
420. 2
Translation reserve
(25. 3)
(1 6.0)
Hedging reserve
—
(1.2)
Retained earnings
5 8 8.0
478 .2
Total shareholders’ equity
9 8 9. 7
888.0
Minority interests
21
4.5
6.7
Total equity
9 94.2
894 .7
The consolidated financial statements on pages 110 to 153 were approved by the
Board of Directors on 18 November 2025 and signed on its behalf by:
JD Thomson
Chief Executive Officer
W Ng
Acting Chief Financial Officer
The notes on pages 115 to 153 form part of these consolidated financial statements.

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025114
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Operating profit
2 83.7
2 0 7. 4
Acquisition related and other charges
5 9. 0
7 7. 6
Non-cash items and other
32.4
3.2
Increase in working capital
(4 .6)
(8 .5)
Cash flow from operating activities
23
370.5
2 7 9. 7
Interest paid, net (including borrowing fees)
(26.3)
(2 3.2)
Tax paid
(76 . 6)
(5 8.4)
Net cash inflow from operating activities
2 6 7. 6
19 8.1
Acquisition of businesses (net of cash acquired)
(5 3.8)
(270. 5)
Acquisition related deferred (payments)/receipts, net
(4 .7)
(1 0.3)
Proceeds from sale of business (net of cash disposed)
4 0.3
—
Purchase of property, plant and equipment
12
(1 3.4)
(1 8 .9)
Purchase of other intangible assets
11
(1 .0)
(0.8)
Proceeds from sale of property, plant and equipment
1.3
5.7
Net cash used in investing activities
(31.3)
(29 4.8)
Dividends paid to shareholders
8
(8 0.7)
(76 . 8)
Dividends paid to minority interests
21
(0. 2)
(0.4)
Acquisition of minority interest
(0. 8)
—
ofshareoptions
(4 .1)
(2. 3)
Proceeds from borrowings
14 1. 9
69 4.9
Repayment of borrowings
(2 54 .4)
(5 0 9. 1)
Principal elements of lease payments
(14 .6)
(1 6.0)
Net cash (outflow)/inflow from financing activities
(21 2 .9)
90. 3
Net increase/(decrease) in cash and cash equivalents
23.4
(6 .4)
Cash and cash equivalents at beginning of year
60. 2
62.4
Effect of exchange rates on cash and cash equivalents
(1 .9)
4.2
groups at the end of the year
81.7
60. 2
Cash and cash equivalents held in disposal groups
24
—
(4 .7)
Cash and cash equivalents at end of year
18
81.7
55.5

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 115
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1. General information
Diploma PLC is a public company limited by shares incorporated in the United
Kingdom , registered and domiciled in England and Wales and listed on the London
Stock Exchange. The address of the registered office is 10–11 Charterhouse Square,
London EC1M 6EE . The consolidated financial statements comprise the Company
and its subsidiaries (together referred to as the Group) and were authorised by the
Directors for publication on 18 November 2025. These statements are presented
in UK sterling, with all values rounded to the nearest 100,000, except where
otherwise indicated.
The consolidated financial statements of the Group have been prepared in
accordance with UK-adopted International Accounting Standards and with the
requirements of the Companies Act 2006 as applicable to companies reporting
under those standards. The financial statements of the Parent Company, Diploma PLC,
have been prepared in accordance with FRS 101 (Reduced Disclosure Framework)
and are set out in a separate section of the Annual Report and Accounts on pages
154 to 156. A full list of subsidiary and other related undertakings is set out on
pages 163 to 165.
2. Analysis of operating expenses
Cost of inventories sold
812.7
5.7
818.4
730.1
4.4
734.5
Employee costs (note 5)
237.0
4.9
241.9
230.9
3.9
234.8
Depreciation of
property, plant and
equipment (note 12)
14.2
—
14.2
14.6
—
14.6
Depreciation of
right-of-use assets
(note 13)
15.5
—
15.5
16.3
—
16.3
Amortisation (note 11)
0.8
61.7
62.5
1.3
59.4
60.7
receivables (note 16)
1.2
—
1.2
(0.6)
—
(0.6)
expenses/(income)
100.4
(13.3)
87.1
85.8
9.9
95.7
Operating expenses
1,181.8
59.0
1,240.8
1,078.4
77.6
1,156.0
The adjustments to operating expenses are made in relation to acquisition related
and other charges, as defined in note 29.2, totalling £59.0m (2024: £77.6m) and
comprises of £61.7m (2024: £59.4m) of amortisation of acquisition intangible
assets, £5.7m (2024: £4.4m) relating to the unwind of fair value adjustments
to inventory acquired through acquisitions, £4.9m (2024: £1.5m) of deferred
remuneration costs related to acquisitions completed in previous years, and
net other income of £13.3m (2024: expense of £12.3m) comprising a net gain on
disposal of businesses of £17.3m (2024: £nil), partly offset by acquisition related
expenses of £4.0m (2024: £8.7m) and £nil restructuring costs (2024: £3.6m).
3. Business Sector analysis
The Chief Operating Decision Maker (CODM) for the purposes of IFRS 8 is
the CEO. The financial performance of the business Sectors is reported to the
CODM on a monthly basis and this information is used to allocate resources
on an appropriate basis.
For management reporting purposes, the Group is organised into three main
reportable business Sectors: Controls, Seals and Life Sciences. These Sectors
are the Group’s operating segments as defined by IFRS 8 and form the basis
of the primary reporting format disclosures below. The CODM reviews discrete
financial information at this operating segment level. The principal activities of
each of these Sectors are described in the Strategic Report on pages 22 to 33.
Sector revenue represents revenue from external customers; there is no material
inter-Sector revenue. Sector results, assets and liabilities include items directly
attributable to a Sector, as well as those that can be allocated on a reasonable basis.
Sector assets exclude cash and cash equivalents, deferred tax assets, retirement
benefit assets, acquisition related assets and corporate assets that cannot be
allocated on a reasonable basis to a business Sector. Sector liabilities exclude
borrowings (other than lease liabilities), deferred tax liabilities, acquisition liabilities
and corporate liabilities that cannot be allocated on a reasonable basis to a
business Sector. These items are shown collectively in the following analysis
as ‘unallocated assets’ and ‘unallocated liabilities’, respectively.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
116 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
3. Business Sector analysis continued
Controls
Seals
Life Sciences
Corporate
Group
Revenue – existing
1
833.5
652.4
454.3
489.1
225.8
221.9
—
—
1,513.6
1,363.4
Revenue – acquisitions
1
2.9
—
1.7
—
6.3
—
—
—
10.9
—
Revenue
836.4
652.4
456.0
489.1
232.1
221.9
—
—
1,524.5
1,363.4
Cost of inventories sold – existing
1
(458.1)
(373.3)
(223.8)
(238.6)
(129.6)
(122.6)
—
—
(811.5)
(734.5)
Cost of inventories sold – acquisitions
1
(2.0)
—
(1.0)
—
(3.9)
—
—
—
(6.9)
—
Cost of inventories sold
(460.1)
(373.3)
(224.8)
(238.6)
(133.5)
(122.6)
—
—
(818.4)
(734.5)
Adjusted operating profit – existing
1
250.5
169.9
87.8
90.7
44.0
46.8
(41.3)
(22.4)
341.0
285.0
Adjusted operating profit – acquisitions
1
0.1
—
0.3
—
1.3
—
—
—
1.7
—
Adjusted operating profit
250.6
169.9
88.1
90.7
45.3
46.8
(41.3)
(22.4)
342.7
285.0
Acquisition related and other charges
(39.4)
( 37.6)
(9.1)
(28.5)
(10.5)
(11.5)
—
—
(59.0)
( 7 7.6)
Operating profit
211.2
132.3
79.0
62.2
34.8
35.3
(41.3)
(22.4)
283.7
207.4
Operating assets
343.6
301.6
216.5
262.9
104.2
94.2
—
—
664.3
658.7
Other financial assets
—
—
—
—
1.5
—
—
—
1.5
—
Goodwill
267.6
265.3
185.1
179.1
110.8
96.7
—
—
563.5
541.1
Acquisition intangible assets
239.7
268.4
172.0
183.4
67.4
56.0
—
—
479.1
507.8
850.9
835.3
573.6
625.4
283.9
246.9
—
—
1,708.4
1,707.6
– Deferred tax assets
9.7
0.9
9.7
0.9
– Cash and cash equivalents
81.7
55.5
81.7
55.5
– Acquisition related assets
2.0
1.8
2.0
1.8
– Retirement benefit assets
1.7
1.5
1.7
1.5
– Corporate assets
5.9
4.8
5.9
4.8
Total assets
850.9
835.3
573.6
625.4
283.9
246.9
101.0
64.5
1,809.4
1,772.1

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
117DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Controls
Seals
Life Sciences
Corporate
Group
Operating liabilities
(166.6)
(120.7)
(100.5)
( 119.2)
(55.5)
(52.1)
—
—
(322.6)
(292.0)
– Deferred tax liabilities
(44.9)
(49.5)
(44.9)
(49.5)
– Acquisition related liabilities
(26.7)
(25.4)
(26.7)
(25.4)
– Corporate liabilities
(39.9)
(30.7)
(39.9)
(30.7)
– Borrowings
(381.1)
(479.8)
(381.1)
(479.8)
Total liabilities
(166.6)
(120.7)
(100.5)
( 119.2)
(55.5)
(52.1)
(492.6)
(585.4)
(815.2)
(877.4)
Net assets/(liabilities)
684.3
714.6
473.1
506.2
228.4
194.8
(391.6)
(520.9)
994.2
894.7
1 Prior year’s segmental acquisition amounts have been incorporated into the existing segmental amounts for better comparability.
OTHER SECTOR INFORMATION
Controls
Seals
Life Sciences
Corporate
Group
Capital expenditure
2.3
5.7
4.8
4.7
7.2
9.2
0.1
0.1
14.4
19.7
Depreciation and amortisation
4.9
5.0
4.5
6.1
5.3
4.5
0.3
0.3
15.0
15.9
– immediately on sale
826.7
642.2
438.8
465.3
216.5
207.3
—
—
1,482.0
1,314.8
– over a period of time
9.7
10.2
17.2
23.8
15.6
14.6
—
—
42.5
48.6
836.4
652.4
456.0
489.1
232.1
221.9
—
—
1,524.5
1,363.4
Accrued income (contract assets) at 30 September 2025 of £0.1m (2024: £0.8m) and deferred revenue (contract liabilities) of £2.6m at 30 September 2025 (2024: £2.8m)
are included in trade and other receivables (note 16) and trade and other payables (note 17), respectively.
3. Business Sector analysis continued

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
118 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
4. Geographic segment analysis by origin
Revenue
Adjusted operating profit
Non-current assets
1
Trading capital employed
Capital expenditure
United Kingdom
2
279.8
273.0
8.6
23.3
260.0
242.4
219.4
229.3
2.4
4.9
Rest of Europe
247.5
267.8
48.3
53.9
287.7
264.9
326.9
321.4
2.5
2.3
USA
802.6
626.1
248.5
165.5
543.1
566.9
691.4
698.2
2.2
3.6
Rest of world
194.6
196.5
37.3
42.3
99.1
106.6
114.1
136.1
7.3
8.9
1,524.5
1,363.4
342.7
285.0
1,189.9
1,180.8
1,351.8
1,385.0
14.4
19.7
1 Non-current assets excludes deferred tax assets, derivative assets and retirement benefit assets.
2 United Kingdom includes the UK related corporate segment.
5. Group employee costs
AVERAGE NUMBER OF EMPLOYEES
2025
2024
Controls
1,170
1,110
Seals
1,668
1,824
Life Sciences
493
463
Corporate
44
42
Number of employees – average
3,375
3,439
Number of employees – year end
3,390
3,597
GROUP EMPLOYEE COSTS, INCLUDING KEY MANAGEMENT
Wages and salaries
208.0
200.8
Social security costs
19.5
18.5
Other pension costs
8.2
8.4
Share-based payments
6.2
7.1
241.9
234.8
KEY MANAGEMENT SHORT-TERM REMUNERATION, INCLUDING DIRECTORS
Salaries and short-term employee benefits
8.2
7.2
Pension costs
0.2
0.2
Share-based payments
4.5
5.2
12.9
12.6
The Group considers key management personnel as defined in IAS 24 (Related
Party Disclosures) to be the Directors of the Company and the members of the
Executive team.
Details on the Executive Directors’ remuneration and their interests in shares of the
Company are given on pages 76 to 97 in the Remuneration Committee Report.
DIRECTORS’ SHORT-TERM REMUNERATION
Non-Executive Directors
0.8
0.7
Executive Directors
3.5
3.1
4.3
3.8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
119DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
6. Financial expense, net
– bank facility and commitment fees
2.3
1.7
– interest income on short-term deposits
(0.7)
(0.6)
– interest expense on borrowings
21.8
22.2
(note 25)
(0.1)
(0.3)
– amortisation of capitalised borrowing fees
0.1
0.1
– interest on lease liabilities (note 13)
3.9
3.9
Net interest expense and similar charges
27. 3
27.0
– acquisition related finance charges, net
8.1
3.8
Financial expense, net
35.4
30.8
Acquisition related finance charges as adjusted in the Consolidated Income Statement
includes fair value movement and unwind of discount on acquisition liabilities of
£6.8m charge (2024: £3.2m charge), £1.0m charge (2024: £0.9m charge) for the
amortisation and write-off of capitalised borrowing fees on acquisition related
borrowings, fair value remeasurements of put options for future minority interest
purchases of £0.3m charge (2024: £0.1m income), and net income from interest
and settlement of acquisition and disposal related items of £nil (2024: £0.2m net
income). Acquisition related finance charges are adjusted due to their consistent
nature with acquisition related and other charges, as defined in note 29.2.
7. Tax expense
UK corporation tax
25.2
15.2
Overseas tax
61.6
40.1
86.8
55.3
UK corporation tax
(2.1)
(0.2)
Overseas tax
(2.2)
0.4
Total current tax
82.5
55.5
United Kingdom
(5.0)
(1.2)
Overseas
(14.7)
(7.7)
Total deferred tax
(19.7 )
(8.9)
Total tax on profit for the year
62.8
46.6
A deferred tax credit relating to the retirement benefit scheme and cash flow
hedges of £nil was recognised in the Consolidated Statement of Comprehensive
Income (2024: £2.5m credit). The Consolidated Statement of Changes in Equity
includes a £1.6m tax credit (2024: £1.7m credit).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
120 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
7. Tax expense continued
FACTORS AFFECTING THE TAX CHARGE FOR THE YEAR
The difference between the total tax charge calculated by applying the effective
rate of UK corporation tax of 25.0% to the profit before tax of £248.3m and the
amount set out above is as follows:
Profit before tax
248.3
176.6
Tax on profit at UK effective corporation tax rate of 25.0% (2024: 25.0%)
62.1
44.2
overseas tax rates
0.7
0.4
adjustments in respect of UK and Overseas corporation tax in
prior years
(4.3)
0.2
other permanent differences
4.3
1.8
Total tax on profit for the year
62.8
46.6
Tax effect on adjusting items
16.0
15.3
Adjusted tax expense
78.8
61.9
The tax adjustment in the Consolidated Income Statement of £16.0m (2024: £15.3m)
reflects the tax effect of the acquisition related and other charges, and acquisition
related finance charges.
The Group earns its profits in the UK and overseas. The Group prepares its
consolidated financial statements for the year to 30 September and the statutory
tax rate for UK corporation tax in respect of the year ended 30 September 2025
was 25.0% (2024: 25.0%) and this rate has been used for tax on profit in the
above reconciliation.
The Group’s effective tax rate on adjusted profit is higher than the prior year at
25.0% (2024: 24.0%). This is reflective of the geographic mix of profits and the
statutory tax rates in the jurisdictions in which we operate. The UK deferred tax
assets and liabilities at 30 September 2025 have been calculated by reference
to the UK corporation tax rate of 25.0% (2024: 25.0%).
At 30 September 2025, the Group had outstanding tax liabilities of £27.7m
(2024: £22.9m). These amounts are expected to be paid within the next financial year.
During 2021, the OECD published a framework for the introduction of a global
minimum effective tax rate of 15%, applicable to large multinational groups. The
legislation implementing these ‘Pillar Two’ rules in the UK was substantively enacted
on 20 June 2023 and has applied to the Group for the first time this year. We have
applied the temporary exception under IAS 12 from the requirement to recognise
and disclose deferred taxes arising from the implementation of the Pillar Two rules.
The OECD has issued guidance on safe harbours and penalty relief. This includes a
transitional Country-by-Country safe harbour (TCSH), which allows multinationals
to avoid detailed calculations for a jurisdiction if they meet certain criteria. We have
assessed the exposure to Pillar Two income taxes based on the latest financial
information for the year ended 30 September 2025. With the exception of immaterial
Pillar Two income tax exposures for our trading operations in Ireland (due to the
statutory rate being lower than 15%), the rest of the Group are able to rely on the
TCSH in their jurisdictions.
8. Dividends
Interim dividend, paid in June
18.2
17.3
24.4
23.2
Final dividend of the prior year, paid in January
42.0
40.0
56.3
53.6
60.2
57.3
80.7
76.8
The Directors have proposed a final dividend in respect of the current year of 4 4.1p
per share (2024: 42.0p), which will be paid on 30 January 2026 subject to approval
by shareholders at the Annual General Meeting (AGM) on 14 January 2026. The
total dividend for the current year, subject to approval of the final dividend, will be
62.3p per share (2024: 59.3p).
The Diploma PLC Employee Benefit Trust holds 81,368 (2024: 60,708) shares,
which are ineligible for dividends.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
121DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
9. Earnings per share
BASIC AND DILUTED EARNINGS PER SHARE
Basic earnings per ordinary 5p share is calculated on the basis of the weighted
average number of ordinary shares in issue during the year of 134,082,545
(2024: 134,020,566) and the profit for the year attributable to shareholders
of £184.9m (2024: £129.3m). Basic earnings per share is 137.9p (2024: 96.5p).
Diluted earnings per share is 137.3p (2024: 96.1p) and is based on the average
number of ordinary shares (which includes any potentially dilutive shares related
to share options) of 134,658,354 (2024: 134,494,807).
Further description of the Company’s share capital is set out in note (F)
to the Parent Company Financial Statements on page 156.
ADJUSTED EARNINGS PER SHARE
Adjusted EPS, which is defined in note 29.3, is 176.0p (2024: 145.8p).
Profit before tax
248.3
176.6
Tax expense
(62.8)
(46.6)
Minority interests
(0.6)
(0.7)
Earnings for the
year attributable
to shareholders of
the Company
137.9
13 7.3
96.5
96.1
184.9
129.3
Acquisition related and
other charges and
acquisition related
of tax
38.1
38.0
49.3
49.2
51.1
66.1
Adjusted earnings
176.0
175.3
145.8
145.3
236.0
195.4
10. Goodwill
At 1 October 2023
167. 3
169.4
102.4
439.1
Acquisitions
118.1
27.0
—
145.1
Transfers to Held for Sale Assets
(0.6)
(11.8)
—
(12.4)
Exchange adjustments
( 19.5)
(5.5)
(5.7)
(30.7)
At 30 September 2024
265.3
179.1
96.7
541.1
Acquisitions (note 22)
2.6
5.2
13.4
21.2
Disposals
—
(0.5)
—
(0.5)
Exchange adjustments
(0.3)
1.3
0.7
1.7
At 30 September 2025
267.6
185.1
110.8
563.5
The Group tests goodwill for impairment at least once a year. For the purposes
of impairment testing, goodwill is allocated to each of the Group’s three
cash-generating units (CGUs), which are the three operating Sectors: Controls,
Seals, and Life Sciences. This represents the lowest level within the Group at
which goodwill is monitored by management and reflects the Group’s strategy
of acquiring businesses to drive synergies across a Sector, rather than within
an individual business. The impairment test requires a ‘value in use’ model to
be prepared for each Sector using discounted cash flow forecasts. The cash
flow forecasts are based on a combination of annual budgets prepared by
each business and the Group’s strategic plan.
The assumptions used to prepare the cash flow forecasts relate to operating
margins, revenue growth rates, discount rates and climate related risks.
The operating margins are assumed to remain sustainable, which is supported
by historical experience. Revenue growth rates generally approximate to the
average rates for the markets in which the business operates, unless there
are particular factors relevant to a business. The cash flow forecasts use the
budgeted figures for FY26, and then the three-year strategy cash flows for the
next two years. From year four onwards a long-term growth rate of 2% is utilised.
The cash flow forecasts are discounted to determine a current valuation
using market derived pre-tax discount rates; Controls 9.7% (2024: 9.7%),
Seals 9.9% (2024: 10.1%) and Life Sciences 9.4% (2024: 9.4%). The equivalent
post-tax discount rates for FY25 are: Controls 9.6% (2024: 9.6%), Seals 9.8%
(2024: 10.0%) and Life Sciences 9.3% (2024: 9.3%).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
122 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
10. Goodwill continued
These rates are based on the characteristics of lower risk, non-technically driven,
distribution businesses operating generally in well-developed markets and with
robust capital structures.
Based on the criteria set out above, no impairments in the values of goodwill in
the CGUs were identified.
The Directors have also carried out sensitivity analyses on the assumptions noted
above to determine whether a ‘reasonably possible adverse change’ in any of
these assumptions, including the net financial impact of climate-related risks and
opportunities, would result in an impairment of goodwill. The analysis indicates
that a ‘reasonably possible adverse change’ would not give rise to an impairment
charge to goodwill in any of the three CGUs.
11. Acquisition and other intangible assets
At 1 October 2023
653.9
29.3
55.5
0.7
739.4
10.2
Additions
—
—
—
—
—
0.8
Acquisitions
83.7
—
—
—
83.7
—
Disposals
—
—
—
—
—
(0.4)
Transfers to Held for
Sale Assets
( 17.5)
(1.4)
—
—
(18.9)
(1.5)
Exchange adjustments
(41.4)
(1.5)
(4.3)
—
(47.2)
(0.6)
At 30 September 2024
678.7
26.4
51.2
0.7
757.0
8.5
Additions
—
—
—
—
—
1.0
Acquisitions (Note 22)
27.3
—
—
—
27.3
0.2
Disposals
(0.8)
—
—
—
(0.8)
(0.2)
Exchange adjustments
6.2
(0.2)
0.1
—
6.1
—
At 30 September 2025
711.4
26.2
51.3
0.7
789.6
9.5
At 1 October 2023
176.7
25.1
17. 5
—
219.3
6.0
Acquisitions
4.0
—
—
—
4.0
—
Charge for the year
47.7
1.7
5.9
0.1
55.4
1.3
Disposals
—
—
—
—
—
(0.3)
Transfers to Held for
Sale Assets
(13.8)
(1.4)
—
—
(15.2)
(0.8)
Exchange adjustments
(11.3)
(1.3)
(1.7)
—
(14.3)
(0.3)
At 30 September 2024
203.3
24.1
21.7
0.1
249.2
5.9
Acquisitions
0.6
—
—
—
0.6
—
Charge for the year
54.4
0.7
5.9
0.1
61.1
0.8
Disposals
(0.2)
—
—
—
(0.2)
(0.2)
Exchange adjustments
(0.1)
—
(0.1)
—
(0.2)
—
At 30 September 2025
258.0
24.8
2 7.5
0.2
310.5
6.5
At 30 September 2025
453.4
1.4
23.8
0.5
479.1
3.0
At 30 September 2024
475.4
2.3
29.5
0.6
507.8
2.6
Acquisition intangible assets relate to items acquired through business
combinations which are fair-valued and amortised over their useful economic lives.
Customer relationships
5–16 years
Supplier relationships
8–10 years
Trade names and brands
5–11 years
Technology
5 years
Order backlog
3 years

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
123DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
11. Acquisition and other intangible assets continued
Customer relationships principally relate to: Windy City Wire (£123.2m – 11 years
useful life remaining), DICSA (£81.7m – 14 years useful life remaining), Peerless
(£45.3m – 10 years useful life remaining) and R&G (£27.1m – 7 years useful life
remaining). Trade names and brands principally relate to Windy City Wire (£18.0m
– 7 years useful life remaining) and DICSA (£4.8m – 8 years useful life remaining).
Technology relates to DICSA (3 years useful life remaining). Order backlog relates
to Peerless (£3.3m – 2 years useful life remaining).
Other intangible assets comprise computer software that is separately identifiable
from IT equipment and includes software licences.
Other intangible assets includes £0.4m (2024: £0.2m) of assets under construction.
12. Property, plant and equipment
At 1 October 2023
3.1
17.6
67.3
24.9
112.9
Additions
0.2
1.7
9.7
7.3
18.9
4.1
4.9
0.3
—
9.3
Disposals
(0.8)
(1.5)
(3.2)
(1.1)
(6.6)
Transfers to Held for Sale Assets
—
(0.4)
(7. 5)
—
( 7.9)
Exchange adjustments
(0.2)
(1.6)
(5.6)
(2.1)
(9.5)
At 30 September 2024
6.4
20.7
61.0
29.0
117.1
Additions
0.2
2.1
5.1
6.0
13.4
4.2
0.1
0.8
0.2
5.3
Disposals
(0.1)
(0.9)
(2.2)
(1.0)
(4.2)
Exchange adjustments
—
0.4
0.5
(1.3)
(0.4)
At 30 September 2025
10.7
22.4
65.2
32.9
131.2
At 1 October 2023
0.8
5.6
35.6
11.7
53.7
Charge for the year
0.1
1.6
9.1
3.8
14.6
Disposals
(0.7)
(0.3)
(2.3)
(0.5)
(3.8)
Transfers to Held for Sale Assets
—
(0.1)
(4.8)
—
(4.9)
Exchange adjustments
—
(0.5)
(4.4)
(1.0)
(5.9)
At 30 September 2024
0.2
6.3
33.2
14.0
53.7
Charge for the year
0.1
1.8
7.8
4.5
14.2
Disposals
—
(0.6)
(2.1)
(0.3)
(3.0)
Exchange adjustments
—
0.3
0.1
(0.8)
(0.4)
At 30 September 2025
0.3
7.8
39.0
17.4
64.5
At 30 September 2025
10.4
14.6
26.2
15.5
66.7
At 30 September 2024
6.2
14.4
27.8
15.0
63.4
Assets under construction are included in leasehold improvements of £0.1m
(2024: £0.1m) and plant and equipment of £0.6m (2024: £0.9m).
Land included within freehold properties above which is not depreciated is £1.1m
(2024: £1.3m). Capital commitments contracted, but not provided, were £nil
(2024: £0.1m).
Freehold properties include c.150 acres of land at Stamford that comprises mostly
farm land and former quarry land. In the Directors’ opinion, the current fair value
of its land at 30 September 2025 is £1.0m (2024: £1.0m) with a book value of £nil
(2024: £nil).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
124 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
13. Leases – right-of-use assets and lease liabilities
RIGHT-OF-USE ASSETS
At 1 October 2023
100.9
0.8
9.9
2.0
113.6
Additions
16.9
0.2
3.2
0.1
20.4
Disposals
(5.3)
(0.1)
(1.6)
—
(7.0)
Transfers to Held for Sale Assets
(8.4)
—
(0.7)
—
(9.1)
Exchange adjustments
(8.3)
—
(2.0)
(0.9)
(11.2)
At 30 September 2024
95.8
0.9
8.8
1.2
106.7
Additions
23.3
0.1
3.8
0.1
27. 3
Disposals
(3.3)
(0.1)
(3.7)
(0.2)
( 7.3)
Exchange adjustments
(0.3)
—
0.2
0.1
—
At 30 September 2025
115.5
0.9
9.1
1.2
126.7
At 1 October 2023
36.0
0.3
4.5
1.3
42.1
Charge for the year
13.7
0.2
2.2
0.2
16.3
Disposals
(4.3)
(0.1)
(1.4)
—
(5.8)
Transfers to Held for Sale Assets
(2.7)
—
(0.4)
—
(3.1)
Exchange adjustments
(6.5)
—
(1.4)
(0.8)
(8.7)
At 30 September 2024
36.2
0.4
3.5
0.7
40.8
Charge for the year
12.7
0.2
2.4
0.2
15.5
Disposals
(3.1)
(0.1)
(2.3)
(0.2)
(5.7)
Exchange adjustments
(0.3)
—
0.2
0.1
—
At 30 September 2025
45.5
0.5
3.8
0.8
50.6
At 30 September 2025
70.0
0.4
5.3
0.4
76.1
At 30 September 2024
59.6
0.5
5.3
0.5
65.9
Right-of-use assets represent those assets held under leases which IFRS 16
requires to be capitalised.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
125DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
13. Leases – right-of-use assets and lease liabilities continued
LEASE LIABILITIES
The movement on lease liabilities are set out below:
At 1 October
72.3
80.2
Additions
27.3
21.2
Disposals
(1.6)
(1.3)
Lease repayments
(18.5)
( 19.9)
Interest on lease liabilities (note 6)
3.9
3.9
Transfers to Held for Sale Assets
—
(8.7)
Exchange movements
0.4
(3.1)
At 30 September
83.8
72.3
Analysed as:
£m
£m
Repayable within one year
13.5
13.1
Repayable after one year
70.3
59.2
Leases of low-value assets and short-term leases are accounted for applying
paragraph 6 of IFRS 16. Lease costs of £2.7m (2024: £1.6m) in respect of low-value
assets, short-term leases, and variable lease payments not included in the measurement
of lease liabilities have been recognised within other operating expenses. The total
cash outflow in respect of leases was £21.2m (2024: £21.5m).
14. Deferred tax
The movement on the net deferred tax liability is as follows:
At 1 October
(48.6)
(58.4)
Credited to the Consolidated Income Statement (note 7)
19.7
8.9
Acquisitions and disposals
(5.3)
(5.3)
Accounted for in Other Comprehensive Income or directly in Equity
0.1
2.5
Transfers to Held for Sale Assets
—
1.2
Exchange adjustments
(1.1)
2.5
At 30 September
(35.2)
(48.6)
The amount credited to the Consolidated Income Statement of £19.7m (2024: £8.9m),
largely related to movements on inventory provisions of £7.8m (2024: £2.4m) and
other temporary differences of £10.6m (2024: £1.6m) principally relating to trade
and other payables.
Deferred tax assets and liabilities are only offset where there is a legally enforceable
right of offset and there is an intention to settle the balances on a net basis.
Assets
Liabilities
Net
Property, plant and
equipment
1.9
—
(6.8)
( 7.4)
(4.9)
(7.4)
Goodwill and
intangible assets
—
—
(61.1)
(60.8)
(61.1)
(60.8)
assets/obligations
—
0.1
(0.4)
(0.4)
(0.4)
(0.3)
Inventories
11.6
5.8
—
(0.3)
11.6
5.5
payments
4.2
3.8
—
—
4.2
3.8
Leases
2.0
1.7
—
—
2.0
1.7
differences
13.7
9.3
(0.3)
(0.4)
13.4
8.9
33.4
20.7
(68.6)
(69.3)
(35.2)
(48.6)
Deferred tax offset
(23.7)
(19.8)
23.7
19.8
—
—
9.7
0.9
(44.9)
(49.5)
(35.2)
(48.6)
No deferred tax has been provided on unremitted earnings of overseas Group
companies as the Group controls the dividend policies of its subsidiaries.
Unremitted earnings may be liable to overseas withholding tax (after allowing for
double taxation relief) if they were to be distributed as dividends. The aggregate
amount for which deferred tax has not been recognised in respect of unremitted
earnings from overseas businesses of £232.2m (2024: £227.9m) was £11.5m
(2024: £11.5m).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
126 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
15. Inventories
Finished goods at 30 September
29 7.4
280.1
Inventories are stated net of impairment provisions of £52.9m (2024: £29.9m).
During the year £27.7m (2024: £9.9m) was recognised as a charge against cost of
inventories sold, comprising the write-down of inventories to net realisable value.
16. Trade and other receivables
Trade receivables
223.2
204.5
Less: loss allowance
(12.1)
(11.1)
211.1
193.4
Other receivables
7.2
4.7
Prepayments and accrued income
10.7
8.8
At 30 September
229.0
206.9
The maximum exposure to credit risk for trade receivables at 30 September,
by currency, was:
UK sterling
44.6
40.8
US dollars
112.3
94.2
Canadian dollars
19.0
22.3
Euros
29.5
30.5
Other
17.8
16.7
223.2
204.5
Trade receivables at 30 September, before loss allowance, are analysed as follows:
Not past due
171.6
149.2
Past due
39.5
44.2
Receivables impaired
12.1
11.1
223.2
204.5
The ageing of trade receivables classified as past due, with no loss allowance,
as at 30 September is as follows:
Up to one month past due
29.9
31.3
Between one and two months past due
5.5
8.2
Between two and four months past due
2.5
3.1
Over four months past due
1.6
1.6
39.5
44.2
The movement in the loss allowance for impairment of trade receivables is as follows:
At 1 October
11.1
10.1
Charged/(credited) against profit, net
1.2
(0.6)
Set up on acquisition
0.2
2.1
Utilised by write-off
(0.4)
(0.5)
At 30 September
12.1
11.1
Concentrations of credit risk with respect to trade receivables are very limited,
reflecting the Group’s customer base being large and diverse. The Group has
a history of low levels of losses in respect of trade receivables. Management is
satisfied that the loss allowance takes into account the historical loss experience
and forward-looking expected credit losses in line with IFRS 9 (Financial Instruments).
As at 30 September 2025, the Group had £9.3m (2024: £9.9m) of trade receivables
that were covered by credit insurance.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
127DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
17. Trade and other payables
Trade payables
120.5
108.6
Other payables
34.5
17.6
Other taxes and social security
13.7
12.3
Accruals and deferred income
82.3
67.0
At 30 September
251.0
205.5
Payable within one year
245.3
204.4
Payable after one year
5.7
1.1
The maximum exposure to foreign currency risk for trade payables
at 30 September, by currency, was:
UK sterling
26.3
23.0
US dollars
58.3
54.0
Canadian dollars
4.2
1.4
Euros
26.4
25.4
Other
5.3
4.8
120.5
108.6
18. Cash and cash equivalents
Cash at bank
19.2
24.9
1.7
20.0
10.8
76.6
16.1
12.9
4.2
8.4
7.5
49.1
Short-term deposits
3.3
0.5
0.5
0.1
0.7
5.1
2.5
0.6
0.1
2.5
0.7
6.4
At 30 September
22.5
25.4
2.2
20.1
11.5
81.7
18.6
13.5
4.3
10.9
8.2
55.5
The short-term deposits and cash at bank are both interest bearing at rates linked to the UK base rate, or equivalent rate.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
128 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
19. Financial instruments
The Group’s overall management of financial risks is carried out by a central
treasury team under policies and procedures which are reviewed and approved by
the Board. The treasury team identifies, evaluates and, where appropriate, hedges
financial risks in close co-operation with the Group’s operating businesses. The
treasury team does not undertake speculative foreign exchange dealings for which
there is no underlying exposure.
The Group’s principal financial instruments, other than a number of forward foreign
currency contracts, comprise cash and short-term deposits, trade and other receivables
,
trade and other payables, borrowings and other liabilities. Trade and other receivables
and trade and other payables arise directly from the Group’s day-to-day operations.
During the year, the Group acquired Alpha Laboratories Limited, which holds a
c.10% investment in Clinical Design Technologies Limited. In accordance with
IFRS 9 Financial Instruments, the Group has made an irrevocable election at initial
recognition to present subsequent changes in the fair value of this investment in
Other Comprehensive Income (OCI). This investment is not held for trading and is
classified as a financial asset measured at fair value through OCI and is included
within other financial assets. The fair value of the investment at 30 September 2025
is £1.5m. No dividends were received during the year from this investment.
The financial risks to which the Group is exposed are those of credit, liquidity, foreign
currency, interest rate and capital management. An explanation of each of these risks,
how the Group manages these risks and an analysis of sensitivities is set out below.
A) CREDIT RISK
Credit risk is the risk of financial loss to the Group if a customer or counterparty to
a financial instrument fails to meet its contractual obligations; this arises principally
from the Group’s trade and other receivables from customers and from cash
balances (including deposits) held with financial institutions.
The Group is exposed to customers ranging from government-backed agencies
and large public and private wholesalers, to small privately-owned businesses and
the underlying local economic risks vary throughout the world. Trade receivable
exposures are managed locally in the operating units where they arise and credit
limits are set as deemed appropriate for each customer.
The Group establishes a loss allowance that represents its estimate of potential
losses in respect of specific trade and other receivables where it is deemed that
a receivable may not be recoverable (see below) and considers factors which may
impact risk of default. Where appropriate, we have grouped these receivables with
the same overall risk characteristics. When the receivable is deemed irrecoverable,
the provision is written off against the underlying receivable. During the year, the
Group had no significant unrecoverable trade receivables.
Exposure to counterparty credit risk with financial institutions is controlled by the
Group treasury team which establishes and monitors counterparty limits. Centrally
managed funds are invested entirely with counterparties whose credit rating is ‘A’
or better. There are no significant concentrations of credit risk. There has been no
historical or expected credit loss on cash and cash equivalents.
The Group’s maximum exposure to credit risk after loss allowance was as follows:
Trade receivables (note 16)
211.1
193.4
Other receivables (note 16)
7. 2
4.7
Cash and cash equivalents (note 18)
81.7
55.5
At 30 September
300.0
253.6
There is no material difference between the book value of the financial assets
and their fair value at each reporting date. An analysis of the ageing and currency
of trade receivables and the associated loss allowance is set out in note 16.
An analysis of cash and cash equivalents is set out in note 18.
Impairment of financial assets
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses which uses a lifetime expected loss allowance for all trade receivables and
accrued income.
The expected loss rates are based on the payment profiles of revenues over a
period of 72 months ended 30 September 2025 and the corresponding historical
credit losses experienced within this period. The historical loss rates are adjusted
to reflect current and forward-looking information including macroeconomic
factors by obtaining and reviewing relevant market data affecting the ability
of the customers to settle the receivables.
The Group has identified the current health of the economy (such as market interest
rates and growth rates) of the countries in which it sells its goods to be the most
relevant factors and accordingly adjusts the historical loss rates based on expected
changes in these factors. An increase in credit risk is presumed if a debtor is more
than 30 days past due in making a contractual payment. Where objective evidence
exists that a trade receivable balance may be impaired, provision is made for the
difference between its carrying amount and the present value of the estimated
cash that will be recovered.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
129DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
19. Financial instruments continued
A) CREDIT RISK CONTINUED
Impairment of financial assets continued
Evidence of impairment may include factors such as a change in credit risk profile
of the customer, the customer being in default on a contract, or the customer
entering insolvent administration proceedings. All significant balances are reviewed
individually on a monthly basis for evidence of impairment.
B) LIQUIDITY RISK
Liquidity risk is the risk that the Group will not be able to meet its financial
obligations as they fall due. The Group continually monitors net cash and forecasts
cash flows to ensure that sufficient resources are available to meet the Group’s
requirements in the short, medium and long term.
The Group has a multi-currency revolving credit facility agreement (RCF) with an
aggregate principal amount of £555.0m. In July 2025, the Group exercised the final
extension option for the RCF, which was accepted by all banks. The RCF is now
contractually due to expire in July 2030, with no further extension options.
During 2025 all debt covenant tests were complied with. The applicable financial
covenants are interest cover and leverage, whereby EBITDA must be at least 4x
net finance charges; and the ratio of net debt to EBITDA must not exceed 3.5x
(as defined by the relevant debt agreement).
The Group’s debt facilities are subject to interest at a mix of fixed and variable
rates. As at 30 September 2025 fixed rate debt was 85% of total debt.
The undrawn committed facilities available at 30 September are as follows:
Expiring within one year
—
—
Expiring after one year (note 24)
499.6
389.9
The Group’s financial liabilities at 30 September are as follows:
Trade payables (note 17)
120.5
108.6
Other payables (note 17)
34.5
17. 6
Lease liabilities (note 13)
83.8
72.3
Other liabilities (note 20)
26.7
25.4
Borrowings (note 24)
381.1
479.8
646.6
703.7
The maturities of the contractual undiscounted financial liabilities are
as follows:
Less than one year
193.9
169.3
One to two years
54.0
37.9
Two to five years
140.4
256.9
More than five years
419.1
418.4
807.4
882.5
C) CURRENCY RISK
The Group’s principal currency risk comprises translational and transactional
risk from its exposure to movements in US dollars, Canadian dollars and Euros.
The transactional exposure arises on trade receivables, trade payables and cash
and cash equivalents and these balances are analysed by currency in notes 16,
17 and 18, respectively.
The Group holds forward foreign exchange contracts in certain of the Group’s
businesses to hedge forecast transactional exposure to movements in the US
dollar, Canadian dollar, Australian dollar, Euro and UK Sterling. These forward
foreign exchange contracts are classified as cash flow hedges and are stated
at fair value. The notional value of forward exchange contracts used as hedges
as at 30 September 2025 was £104.2m (2024: £66.5m). The net fair value of
forward exchange contracts used as hedges at 30 September 2025 was £0.2m
asset (2024: £1.2m liability).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
130 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
19. Financial instruments continued
C) CURRENCY RISK CONTINUED
For hedges of foreign currency transactions, the Group enters into hedge
relationships where the critical terms of the hedging instrument match with the
terms of the hedged item. Ineffectiveness may arise if the timing of the forecast
transaction changes from what was originally estimated, or if there are changes
in the credit risk of the derivative counterparty. The amount removed from Other
Comprehensive Income as a result of the end of the hedge relationship and taken
to the Consolidated Income Statement in revenue during the year was £0.3m debit,
and to the Consolidated Balance Sheet was £1.3m credit. The change in the fair
value of cash flow hedges taken to Other Comprehensive Income during the year
was £0.2m credit.
For foreign currency translational exposures, the Group employs net investment
hedge accounting where appropriate to mitigate these risks. The Group has
designated US private placement notes denominated in USD and EUR, with
carrying values of $150m (2024: same) and €250m (2024: same) respectively,
as net investment hedges for foreign currency net assets. The hedge ratio was 1:1.
Ineffectiveness may arise if the hedge ratio is not adjusted to reflect changes in
the relationship between the hedged item and the hedging instrument. The change
in the carrying value of borrowings as a result of exchange rate differences that
was recognised in Other Comprehensive Income during the year was a loss of
£9.8m (2024: £7.2m gain).
Management considers that the most significant foreign exchange risk relates
to the US dollar, Canadian dollar and Euro. The Group’s sensitivity to a 10%
strengthening in UK sterling against each of these currencies (with all other
variables held constant) is as follows:
US dollar: UK sterling
24.6
16.4
Canadian dollar: UK sterling
2.6
2.6
Euro: UK sterling
4.0
4.1
US dollar: UK sterling
17.3
12.7
Canadian dollar: UK sterling
15.7
14.7
Euro: UK sterling
6.1
8.4
D) INTEREST RATE RISK
Interest rate risk is the risk that changes in interest rates will affect the Group’s
results. The Group’s interest rate risk arises primarily from its cash funds
and borrowings.
The Group’s financial assets that are subject to interest rate fluctuations are cash
deposits held in the UK and overseas. These are held on a short-term basis at
floating rates or overnight rates and are based on the relevant UK base rate, or
equivalent rate. Surplus funds are pooled and deposited with commercial banks
that meet the credit criteria approved by the Board, for periods of between one
and six months at rates that are generally fixed by reference to the relevant UK base
rate, or equivalent rate.
The Group’s financial liabilities that are subject to interest rate fluctuations are
overdrafts and the Group’s RCF that bear interest at market rates according to
the currency of the borrowing.
Longer-term funding is provided by the Group’s US private placement notes
and bears interest at fixed rates as described in note 24.
A movement of 1% in interest rates would have a c.£0.6m (2024: £1.7m) impact
on adjusted profit before tax.
E) FAIR VALUES
There are no material differences between the book value of financial assets and
liabilities and their fair value. The basis for determining fair values are as follows:
Derivatives
Forward exchange contracts are designated as level 2 assets in the fair value
hierarchy under IFRS 7 and valued at year end forward rates, adjusted for the
forward points to the contract’s value date with gains and losses taken to equity.
No contract’s maturity date is greater than 24 months from the year end.
For hedges of foreign currency transactions, the Group enters into hedge
relationships where the critical terms of the hedging instrument match with the
terms of the hedged item, ineffectiveness may arise if the timing of the forecast
transaction changes from what was originally estimated, or if there are changes
in the credit risk of the derivative counterparty.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
131DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
19. Financial instruments continued
E) FAIR VALUES CONTINUED
Derivatives continued
Interest rate swap contracts are designated as level 2 assets in the fair value
hierarchy and valued at year end as the net present value of the cash flows using
current forward market interest rates, with gains and losses taken to equity.
The Group enters into interest rate swaps that have similar critical terms as the
hedged item, such as reference rate, payment dates, maturities and notional amount.
The Group has established a hedge ratio of 1:1 for the hedging relationships as the
underlying risk of the interest rate swap is identical to the hedged risk component.
The hedge ineffectiveness can arise from differences in timing or cash flows of the
hedged item and hedging instrument, or the counterparties’ credit risk differently
impacting the fair value movements of the hedging instrument and hedged item.
Trade and other receivables/payables
The book value of trade and other receivables/payables is deemed to reflect the
fair value.
Other financial assets
Other financial assets are measured at fair value through Profit and Loss, unless an
irrevocable election at initial recognition is made to present subsequent changes
in fair value of the other financial assets in Other Comprehensive Income. The
fair value of the other financial asset is £1.5m (2024: £nil) and represents a level 3
measurement in the fair value hierarchy.
Borrowings
The fair value of borrowings under the RCF equates to the book value.
The fair value of the Group’s US private placement notes is estimated to be
£340.2m. (2024: £337.5m). The fair value is estimated by discounting the future
contracted cash flows using readily available market data and represents a level 2
measurement in the fair value hierarchy.
Other liabilities
The carrying amount of the items included within note 20 represents a discounted
value of the expected liability which is deemed to reflect the fair value and are
designated as level 3 in the fair value hierarchy.
F) CAPITAL MANAGEMENT RISK
The Group’s capital structure comprises the retained earnings reserve (£588.0m),
cash funds (£81.7m) and medium and long-term borrowing facilities (£380.2m). The
Group’s objective when managing capital is to safeguard its ability to continue as
a going concern and to maintain robust capital ratios to support the development
of the business including executing acquisitions and providing strong returns to
shareholders.
20. Other liabilities
Future purchases of minority interests
5.5
9.0
Deferred consideration
21.2
16.4
At 30 September
26.7
25.4
Due within one year
10.9
8.8
Due after one year
15.8
16.6
The movement in the liability for future purchases of minority interests is as follows:
At 1 October
9.0
9.2
Purchase of minority interest
(4.0)
—
Exchange movements
0.2
(0.1)
Fair value remeasurements
0.3
(0.1)
At 30 September
5.5
9.0
At 30 September 2025, the Group’s minority interests retained put options to sell
their minority interests of 10% in M Seals and 5% in Techsil. During the year, the put
option relating to R&G Fluid Power Holdings Limited was exercised, which resulted
in the purchase of minority interest (£4.0m), of which £0.8m was paid in the year.
At 30 September 2025, the estimate of the financial liability to acquire these
outstanding minority shareholdings was reassessed by the Directors, based on
their current estimate of the future performance of these businesses and to reflect
foreign exchange rates at 30 September 2025.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
132 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
20. Other liabilities continued
This led to a remeasurement of the options and the liability increased by £0.5m
(2024: £0.2m decrease) reflecting a revised estimate of the future performance
of these businesses and foreign exchange.
Deferred consideration comprises the following:
AHW
1.4
—
0.1
(0.8)
(0.7)
—
—
AMG Sealing
0.2
—
—
(0.2)
—
—
—
Services
0.5
—
0.1
(0.2)
—
—
0.4
Hedley
0.8
—
—
(0.4)
—
—
0.4
GP&S
0.7
—
0.1
(0.8)
—
—
—
Hex
1.0
—
0.3
(1.0)
(0.3)
—
—
PTFE
0.5
—
0.1
(0.7)
0.7
—
0.6
Fast Gaskets
0.3
—
—
(0.1)
—
—
0.2
CTS
1.3
—
0.2
—
(1.1)
—
0.4
Abbey Hose
1.1
—
0.2
(0.5)
(0.2)
—
0.6
PAR
1.4
—
0.3
—
—
—
1.7
Peerless
7.2
—
1.6
—
4.9
(0.2)
13.5
R&G
—
1.7
—
—
(0.6)
—
1.1
Viking
—
0.2
—
—
—
—
0.2
Electramed
—
1.6
0.1
—
—
(0.1)
1.6
Astro Industries
—
0.5
—
—
—
—
0.5
16.4
4.0
3.1
(4.7)
2.7
(0.3)
21.2
At 30 September 2025, the estimate of the financial liability in relation to outstanding
deferred consideration was reassessed by the Directors, based on their current estimate
of the most likely outcome in respect of performance-based conditions, foreign
exchange rates and the latest relevant discount rates as at 30 September 2025.
21. Minority interests
At 1 October 2023
6.4
Share of profit
0.7
Dividends paid
(0.4)
At 30 September 2024
6.7
Share of profit
0.6
Disposal of business
(0.5)
Purchase of minority interest
(2.2)
Dividends paid
(0.2)
Exchange adjustments
0.1
At 30 September 2025
4.5
External shareholders, represented by management in each business, hold a 10%
minority interest in M Seals and a 5% minority interest in Techsil. During the year,
the Group acquired the remaining 2% minority interest in R&G Fluid Power Holdings
Limited (£2.2m) and disposed of its 5% minority interest in Pennine Pneumatic
Services (£0.5m) on disposal of the business.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
133DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
22. Acquisitions and disposals of businesses
ACQUISITION OF ALPHA LABORATORIES LIMITED
On 7 July 2025, the Group completed the acquisition of 100% of the shares in
Alpha Laboratories Limited (Alpha Labs), a supplier of laboratory and diagnostic
products. The total investment, net of cash acquired was £27.5m.
The provisional fair value of Alpha Labs’ net assets acquired excluding acquisition
intangibles, related deferred tax and cash is £10.2m following fair value adjustments
of £2.3m. The principal fair value adjustments relate to a net increase in inventory
(£0.2m), fair value uplift of property plant and equipment of (£2.4m) and recognition
of previously unrecognised liabilities (£0.3m).
Acquisition expenses of £1.6m have been recognised in respect of this transaction
in the financial year.
From the date of acquisition to 30 September 2025, Alpha Labs contributed
£5.7m to revenue and £1.2m to adjusted operating profit. Had it had been acquired
at the beginning of the financial year, it would have contributed on a pro forma
basis £22.9m to revenue and £4.7m to adjusted operating profit. However, these
amounts should not be viewed as indicative of the results that would have occurred
if Alpha Labs had been completed at the beginning of the year.
OTHER ACQUISITIONS
The Group completed four other acquisitions in the year. This comprised 50% of
the shares in Viking Industrial Products Limited and 100% of the shares of Viking
Conversions Limited (which owns the other 50% of the Viking Industrial Products
shares) together Viking Tapes (18 December 2024), 100% of the share capital of
Haagensen A/S (Haagensen) (01 July 2025), Electramed Limited (Electramed) (21
August 2025), and Astro Industries Inc. (Astro) (25 September 2025). The combined
initial investment for these acquisitions was £26.3m, net of cash acquired of £2.7m.
Deferred consideration with a fair value of £2.3m is payable.
Acquisition expenses of £2.4m have been recognised in respect of these
transactions completed in the financial year.
The provisional fair value of the total net assets acquired excluding acquisition
intangibles, related deferred tax and cash is £2.8m.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
134 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
22. Acquisitions and disposals of businesses continued
FAIR VALUE OF NET ASSETS ACQUIRED
The fair value of net assets acquired during the year, particularly the fair value of inventory, acquired intangible assets and goodwill, are provisional, subject to reviews up
to the end of the measurement period of each acquisition. For acquisitions during the year, the estimates relate primarily to completion account adjustments, and any
adjustments are expected to be materially similar to the fair values estimated at the year end. The following table summarises the consideration paid for the acquisitions
completed in the year and fair value of assets acquired and liabilities assumed.
Alpha Labs
Others
Total
Acquisition intangible assets
1
—
11.0
—
16.3
—
27. 3
Deferred tax
0.8
(2.1)
(0.1)
(2.6)
0.7
(4.7)
Investment
1.2
1.2
—
—
1.2
1.2
Property, plant and equipment, and other intangible assets
2.6
5.0
0.5
0.5
3.1
5.5
Inventories
2.8
3.0
4.4
4.6
7.2
7.6
Trade and other receivables
3.3
3.3
3.7
3.5
7.0
6.8
Trade and other payables
(2.8)
(3.1)
(5.0)
(5.7)
( 7.8)
(8.8)
Net assets acquired
7.9
18.3
3.5
16.6
11.4
34.9
Goodwill
—
9.2
—
12.0
—
21.2
Minority interests
—
—
—
—
—
—
Cash paid
2
50.4
29.0
79.4
Cash and cash equivalents acquired
(22.9)
(2.7)
(25.6)
27.5
26.3
53.8
Deferred consideration
—
2.3
2.3
Total investment
27.5
28.6
56.1
1 Acquired intangibles relate entirely to customer relationships.
2 Of the initial cash paid on acquisitions during the year, funds of £1.2m were directed to settle outstanding debts at the point of acquisition.
Total investment
56.1
Debt
(1.2)
Net consideration
54.9

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
135DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
22. Acquisitions and disposals of businesses continued
ACQUISITIONS REVENUE AND ADJUSTED OPERATING PROFIT
From the date of acquisition to 30 September 2025, each acquired business contributed the following to Group revenue and adjusted operating profit:
Adjustments
1
Adjustments
1
Viking Tapes
18-Dec-24
2.8
0.9
3.7
0.1
0.1
0.2
Haagensen
01-Jul-25
1.7
5.0
6.7
0.3
1.0
1.3
Alpha Labs
07-Jul-25
5.7
17.2
22.9
1.2
3.5
4.7
Electramed
21-Aug-25
0.6
4.7
5.3
0.1
1.1
1.2
Astro
25-Sep-25
0.1
7.9
8.0
—
1.4
1.4
10.9
35.7
46.6
1.7
7.1
8.8
1 Pro forma revenue and adjusted operating profit has been extrapolated (as prescribed under UK-adopted International Accounting Standards) from the actual results reported since acquisition to indicate what these businesses would have
contributed if they had been acquired at the beginning of the financial year on 1 October 2024. These amounts should not be viewed as confirmation of the results of these businesses that would have occurred if these acquisitions had been
completed at the beginning of the year.
DISPOSALS
During the year, the Group disposed of its entire interest in five businesses for proceeds of £46.6m. The carrying value of the net assets disposed was £28.7m, and selling
costs of £2.3m were partly offset by the recycling of cumulative foreign currency translations gains of £1.7m, resulting in a net gain of £17.3m. These disposals principally
related to Kubo Tech AG (Kubo), Pneumatic Services Limited (Pennine) and Gremtek SAS (Gremtek).

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
136 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
23. Reconciliation of operating profit to cash flow from
operating activities
Operating profit
283.7
207.4
Acquisition related and other charges (note 2)
59.0
77.6
Adjusted operating profit
342.7
285.0
Depreciation or amortisation of tangible, other intangible assets and
leases – right-of-use assets (note 2)
30.5
32.2
Share-based payments expense (note 5)
6.2
7.1
Defined benefit pension scheme payments (note 25)
(0.1)
(0.5)
Profit on disposal of assets
(0.1)
(1.9)
Acquisition and disposal expenses paid
(10.6)
(30.2)
Other non-cash movements
6.5
(3.5)
Non-cash items and other
32.4
3.2
Operating cash flow before changes in working capital
375.1
288.2
Increase in inventories
( 17.4)
(7.7)
Increase in trade and other receivables
(14.7)
(18.5)
Increase in trade and other payables
2 7.5
17. 7
Increase in working capital
(4.6)
(8.5)
Cash flow from operating activities
370.5
279.7
24. Net debt
The movement in net debt during the year is as follows:
Net increase/(decrease) in cash and cash equivalents
23.4
(6.4)
Cash reclassified to assets held for sale
—
4.7
Decrease/(increase) in borrowings
113.3
(183.9)
136.7
(185.6)
Effect of exchange rates and other non-cash movements
(16.5)
20.7
Decrease/(increase) in net debt
120.2
(164.9)
Net debt at beginning of year
(419.6)
(254.7)
Net debt at end of year
(299.4)
(419.6)
Cash and cash equivalents
81.7
55.5
Cash and cash equivalents held in disposal groups
—
4.7
– Overdraft facilities
(0.9)
—
– Revolving credit facility
(55.4)
(165.1)
– Private placement notes
(329.6)
(319.8)
– Capitalised borrowing fees
4.8
5.1
(381.1)
(479.8)
Net debt at end of year
(299.4)
(419.6)
Repayable within one year
(0.9)
—
Repayable after one year
(380.2)
(479.8)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
137DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
24. Net debt continued
A summary of the maturities and rates of the private placement notes,
with an aggregate principal amount of £329.6m are as follows:
Face value
Rate
Maturity
75m EUR
4.18%
2031
100m EUR
4.27%
2034
75m EUR
4.38%
2036
100m USD
5.39%
2032
50m USD
5.52%
2035
The Group has a multi-currency revolving credit facility agreement (RCF) with an
aggregate principal amount of £555.0m. In July 2025, the Group exercised the final
extension option for the RCF, which was accepted by all banks. The RCF is now
contractually due to expire in July 2030. No further extension options remain.
Borrowings include capitalised borrowing fees of £4.8m (2024: £5.1m).
The RCF is subject to interest at variable rates while the private placement notes
are at fixed rates. At 30 September 2025, fixed rate debt was 85% of total debt.
As at 30 September 2025 the Group’s net debt is £299.4m (2024: £419.6m)
and excludes lease liabilities of £83.8m (2024: £72.3m).
At 30 September 2025, the Group’s Net Debt/EBITDA ratio is 0.8x, as illustrated
in note 29.5.
25. Retirement benefit assets and obligations
The Group maintained two pension arrangements which were accounted for
under IAS 19 (Revised) (Employee Benefits). The principal arrangement was the
defined benefit pension scheme in the UK, maintained by Diploma Holdings PLC
(DHPLC) and called the Diploma Holdings PLC UK Pension Scheme (the Scheme).
This Scheme provided benefits based on final salary and length of service on
retirement, leaving service or death and has been closed to further accrual since
5 April 2000.
The second and smaller pension arrangement was operated by Kubo, a business
based in Switzerland which provided benefits on retirement, leaving service or
death for the employees of Kubo in accordance with Swiss law. The Kubo pension
scheme, which was disposed of in conjunction with the disposal of Kubo during the
year, was a defined contribution-based scheme, which for technical reasons, was
required under UK-adopted International Accounting Standards to be accounted
for in accordance with IAS 19 (Revised).
The amount of pension asset/(deficit) included in the Consolidated Statement
of Financial Position in respect of these two pension arrangements is:
Diploma Holdings PLC UK Pension Scheme
1.7
1.5
Kubo Pension Scheme
—
(1.0)
Pension scheme net asset
1.7
0.5
The amounts included in the Consolidated Income Statement in respect of these
two pension arrangements are:
Diploma Holdings PLC UK Pension Scheme
0.1
0.3
Kubo Pension Scheme
—
(0.3)
Amounts credited to the Consolidated Income Statement
0.1
—
Defined contribution schemes operated by the Group’s businesses are not
included in these disclosures.
DIPLOMA HOLDINGS PLC UK PENSION SCHEME
The Scheme provided benefits based on final salary and length of service on
retirement, leaving service or death. Any defined contribution schemes operated
by DHPLC are not included in these disclosures.
The Scheme was managed by a board of Trustees appointed in part by DHPLC and
in part from elections by members of the Scheme. The Trustees had responsibility
for obtaining valuations of the fund, administering benefit payments and investing
the Scheme’s assets. The Trustees delegated some of these functions to their
professional advisors where appropriate.
On 28 September 2018, the Trustees completed a Buy-In of the pensioner liabilities
in the Scheme with Just Retirement Limited. The Scheme paid £12.3m to Just
Retirement Limited on 28 September 2018 to fund 95% of the Buy-In premium
and £0.7m was paid on 22 October 2018 to fund the remaining 5% of the premium.
On 26 March 2024, the Trustees completed a Buy-In of the remaining pensioner
liabilities in the Scheme with Just Retirement Limited. The Scheme paid £25.1m
to Just Retirement Limited to fund 100% of the Buy-In premium.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
138 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
25. Retirement benefit assets and obligations continued
DIPLOMA HOLDINGS PLC UK PENSION SCHEME CONTINUED
In accordance with the schedule of contributions currently in force following
the Buy-In, DHPLC does not expect to make any contributions in the year to
30 September 2026.
There were no plan amendments, curtailments or settlements during the period.
a) Pension asset included in the Consolidated Statement of Financial Position
Insured Assets
1
23.6
25.6
Cash and cash equivalents
1.9
1.7
25.5
27.3
Present value of Scheme liabilities
(23.8)
(25.8)
Pension scheme net asset
1.7
1.5
1 The Insured Assets were valued on the same basis as the underlying pensioner liabilities.
b) Amounts credited to the Consolidated Income Statement
Charged to operating profit
—
—
Interest cost on liabilities
(1.3)
(1.4)
Interest on assets
1.4
1.7
Credited to financial expense, net (note 6)
0.1
0.3
Amounts credited to the Consolidated Income Statement
0.1
0.3
c) Amounts recognised in the Consolidated Statement of Comprehensive Income
Investment loss on Scheme assets in excess of interest
(2.1)
(5.3)
Effect of changes in financial assumptions on Scheme liabilities
2.1
(1.1)
Effect of changes in demographic assumptions on Scheme liabilities
—
0.3
of Comprehensive Income
—
(6.1)
The cumulative amount of actuarial losses recognised in the Consolidated
Statement of Comprehensive Income, since the transition to UK-adopted
International Accounting Standards, is £7.9m (2024: £7.9m).
d) Analysis of movement in the pension asset
Asset as at 1 October
1.5
6.8
Amounts credited to the Consolidated Income Statement
0.1
0.3
Contributions paid by employer
—
0.5
Expenses paid
0.1
—
Net effect of remeasurements of Scheme assets and liabilities
—
(6.1)
Asset as at 30 September
1.7
1.5
e) Analysis of movements in the present value of the Scheme liabilities
At 1 October
25.8
24.8
Interest cost on liabilities
1.3
1.4
Impact from changes in demographic assumptions
—
(0.3)
Impact from changes in actuarial assumptions
(2.1)
1.1
Benefits paid
(1.2)
(1.2)
At 30 September
23.8
25.8

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
139DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
25. Retirement benefit assets and obligations continued
DIPLOMA HOLDINGS PLC UK PENSION SCHEME CONTINUED
f) Analysis of movements in the present value of the Scheme assets
At 1 October
27.3
31.6
Interest on assets
1.4
1.7
Return on Scheme assets
(2.1)
(5.3)
Contributions paid by employer
—
0.5
Expenses paid
0.1
—
Benefits paid
(1.2)
(1.2)
At 30 September
25.5
27.3
The actual return on the Scheme assets (including interest on assets) during the
year was a loss of £0.7m (2024: £3.6m loss).
ASSETS
The Scheme’s assets were held in passive unit funds managed by Legal & General
Investment Management and at 30 September 2025, the major categories of
assets were as follows:
Cash and cash equivalents
7
6
Insured Assets
93
94
PRINCIPAL ACTUARIAL ASSUMPTIONS FOR THE SCHEME AT BALANCE SHEET DATES
Inflation rate
– RPI
3.1
3.2
3.4
3.6
– CPI
2.7
2.8
3.0
3.2
Expected rate of pension increases
– CPI
2.7
2.7
3.0
3.2
Discount rate
5.8
5.1
5.6
5.3
DEMOGRAPHIC ASSUMPTIONS
Mortality table used:
S3PA
Year the mortality table was published:
CMI 2024
The weighted average duration of the
defined benefit obligation is around
SENSITIVITIES
The sensitivities of the 2025 pension liabilities to changes in assumptions are as follows:
Factor
Assumption
Discount rate
Decrease by 0.5%
6.3
1.5
Inflation
Increase by 0.5%
3.4
0.8
Life expectancy
Increase by one year
2.9
0.7
RISK MITIGATION STRATEGIES
Individual annuity policies are held in respect of some historic pensioners. As noted
above, the Scheme’s liabilities are now secured with an insurer. Therefore the key
risk that remains within the Scheme is the risk of insurer default (although this risk
is expected to be very low).
The Scheme has no other asset-liability strategies in place.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
140 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
25. Retirement benefit assets and obligations continued
RISK MITIGATION STRATEGIES CONTINUED
In respect of Virgin Media Limited v NTL Pension Trustees II Limited Court of
Appeal ruling in July 2024, the Scheme pension advisors, following their review,
have confirmed to the Trustees that no further investigation is required in respect
of this case as the necessary procedures were previously adhered to.
EFFECT OF THE SCHEME ON THE GROUP’S FUTURE CASH FLOWS
There were no contributions for the year following the completion of the purchase
of the Buy-In policy on 26 March 2024.
THE KUBO PENSION SCHEME (THE KUBO SCHEME)
In accordance with Swiss law, Kubo’s pension benefits were contribution based
with the level of benefits varying according to category of employment. Swiss law
required certain guarantees to be provided on such pension benefits. Kubo financed
its Swiss pension benefits through the ASGA Pensionskasse, a multi-employer plan
of non-associated companies which pools risks between participating companies.
Set out below is a summary of the key features of the Kubo Scheme which was
disposed of when Kubo was disposed on 31 October 2024.
a) Pension deficit included in the Consolidated Statement of Financial Position
Assets of the Kubo Scheme
1
—
14.9
Actuarial liabilities of the Kubo Scheme
—
(15.9)
Pension scheme net deficit
—
(1.0)
1 The assets of the Kubo Scheme are held as part of the employee funds managed by ASGA Pensionskasse.
b) Amounts charged to the Consolidated Income Statement
Service cost
—
(0.3)
Amount charged to operating profit in the
Consolidated Income Statement
—
(0.3)
c) Amounts recognised in the Consolidated Statement of Comprehensive Income
The actuarial gain charged to the Consolidated Statement of Comprehensive
Income is £0.2m (2024: £0.9m loss).
Investment (loss)/gain on Scheme assets in excess of interest
(0.2)
0.8
Effect of changes in financial assumptions on Scheme liabilities
—
(1.9)
Experience adjustments on Scheme liabilities
—
0.2
of Comprehensive Income
(0.2)
(0.9)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
141DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
25. Retirement benefit assets and obligations continued
PRINCIPAL ACTUARIAL ASSUMPTIONS FOR THE KUBO SCHEME AT BALANCE
SHEET DATES
2025
2024
Expected rate of pension increase
0%
0%
Expected rate of salary increase
1.3%
1.3%
Discount rate
1.1%
1.1%
Interest credit rate
1.3%
1.3%
Mortality
BVG2020
BVG2020
d) Analysis of movement in the pension deficit
At 1 October
(1.0)
(0.3)
Amounts charged to the Consolidated Income Statement
—
(0.3)
Contributions paid by employer
—
0.5
Disposal
1.2
—
Net effect of remeasurements of Kubo Scheme assets and liabilities
(0.2)
(0.9)
At 30 September
—
(1.0)
EFFECT OF THE KUBO SCHEME ON THE GROUP’S FUTURE CASH FLOWS
The Kubo Scheme no longer has any effect on the Group’s future cash flows
following the disposal of Kubo on 31 October 2024.
26. Auditors’ remuneration
During the year the Group paid fees for the following services from the auditors:
– the Company’s Annual Report and Accounts
1.3
1.5
– the Company’s subsidiaries
0.4
0.4
Audit fees
1.7
1.9
Non-audit fees of £114,269 (2024: £80,900) were paid to the Group’s auditor for
carrying out an interim review on the Half Year Announcement (which is unaudited),
limited assurance services for specific subsidiaries and online tool subscriptions.
27. Exchange rates
The exchange rates used to translate the results of the overseas businesses are
as follows:
Average
Closing
2025
2024
2025
2024
US dollar (US$)
1.31
1.27
1.35
1.34
Canadian dollar (C$)
1.83
1.73
1.87
1.81
Euro (€)
1.18
1.17
1.15
1.20
Swiss franc (CHF)
1.11
1.12
1.07
1.13
Australian dollar (AUD)
2.04
1.92
2.03
1.93
28. Post balance sheet events
Subsequent to the year end, the Group acquired 100% of the shares in Spring
Industrial Limited and WDS Components Limited for total investment (net of cash
acquired) of £37.4m. The acquisitions were completed on 7 November 2025 and
10 November 2025, respectively.
An assessment for both acquisitions is currently being performed to determine
the fair value of the acquired net assets and goodwill arising on the acquisitions.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
142 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
29. Alternative performance measures
The Group reports under UK-adopted International Accounting Standards
(UK-adopted IAS) and references alternative performance measures where the
Board believes that they help to effectively monitor the performance of the Group
and support readers of the Financial Statements in drawing comparisons with
past performance. Certain alternative performance measures are also relevant in
calculating a meaningful element of Executive Directors’ variable remuneration
and our debt covenants. Alternative performance measures are not considered
to be a substitute for, or superior to, UK-adopted IAS measures. The definitions
of the alternative performance measures and the comparisons to their closest
UK-adopted IAS measures can be found on pages 166 to 167.
29.1 REVENUE GROWTH
As a multi-national group of businesses which trades in a large number of
currencies, and acquires and sometimes disposes of companies, organic growth
is a key performance measure and is referred to throughout our reporting. The
Board believes that this allows users of the financial statements to gain a better
understanding of the Group’s performance.
A reconciliation of the movement in reported revenue compared to the prior year
and the calculation of organic growth is shown below:
£m
%
Disposals / Exchange rates impacts)
1,363.4
Acquisitions and Disposals
1
35.0
3
Basis for organic growth impact
1,398.4
Organic growth
2
159.8
11
Exchange rates
3
(33.7)
(2)
September 2025 Reported revenue
1,524.5
1 The impact of acquisitions is the revenue of the acquiree prior to the acquisition by Diploma for the comparable
year at prior year exchange rates. The impact of disposals is the removal of the revenue of the disposed entity in the
comparable post disposal period at prior year exchange rates.
2
Organic growth measures the change in revenue compared to the prior year, at prior year exchange rates. For acquisitions,
this includes incremental revenues generated under Diploma’s ownership compared to the revenue in the same period
prior to acquisition, at prior year exchange rates.
3 Exchange rates movements are assessed by retranslating current year reported values at prior year exchange rates.
29.2 ADJUSTED OPERATING PROFIT AND ADJUSTED OPERATING MARGIN
Adjusted operating profit is the operating profit before adjusting items that would
otherwise distort operating profit, being amortisation of acquisition intangible
assets, acquisition expenses, post-acquisition related remuneration costs and
adjustments to deferred consideration, the costs of a significant restructuring or
rationalisation and the profit or loss relating to the sale of businesses. These are
treated as adjusting items (referred to as acquisition related and other charges)
as they are considered to be significant in nature and/or quantum and where
treatment as an adjusting item provides all our stakeholders with additional useful
information to assess the year-on-year trading performance of the Group on a
like-for-like basis. Adjusted operating margin is the Group’s adjusted operating
profit divided by the Group’s reported revenue.
A reconciliation between operating profit as reported under UK-adopted IAS and
adjusted operating profit is given below:
Revenue
1,524.5
1,363.4
Operating profit as reported under UK-adopted IAS
283.7
207.4
Add: Acquisition related and other charges
2
59.0
77.6
Adjusted operating profit
3
342.7
285.0
Adjusted operating margin
22.5%
20.9%
29.3 ADJUSTED EARNINGS PER SHARE
Adjusted earnings per share (adjusted EPS) is calculated as the total of adjusted
profit before tax, less income tax costs, but including the tax impact on the items
included in the calculation of adjusted profit, less profit attributable to minority
interests, divided by the weighted average number of ordinary shares in issue
during the year of 134,082,545 (2024: 134,020,566), as set out in note 9. The Directors
believe that adjusted EPS provides an important measure of the earnings capacity
of the Group.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
143DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
29. Alternative performance measures continued
29.4 FREE CASH FLOW AND FREE CASH FLOW CONVERSION
Free cash flow is defined as net cash flow from operating activities, less net capital
expenditure on tangible and intangible assets, and including proceeds received
from property, plant and equipment disposals, but before expenditure on business
combinations/investments (including any pre-acquisition debt-like items such as
pensions or tax settled post-acquisition) and proceeds from business disposals,
borrowings received to fund acquisitions, net proceeds from issues of share capital
and dividends paid to both minority shareholders and the Company’s shareholders.
‘Free cash flow conversion’ reflects free cash flow as a percentage of adjusted
earnings. The Directors believe that free cash flow gives an important measure
of the cash flow of the Group, available for future investment or distribution
to shareholders.
Net increase/(decrease) in cash and cash equivalents
23.4
(6.4)
Add: Dividends paid to shareholders and minority interests
80.9
77.2
0.8
—
Acquisition/disposal of businesses (including net expenses)
24.1
300.7
Acquisition related deferred payments/receipts, net
4.7
10.3
borrowing fees)
113.3
(183.9)
Free cash flow
247.2
197.9
Adjusted earnings
1
9
236.0
195.4
Free cash flow conversion
105%
101%
1 Adjusted earnings is shown on the face of the Consolidated Income Statement as profit for the year attributable to
shareholders of the Company.
29.5 LE VER AG E
Leverage is net debt, defined as cash and cash equivalents and borrowings
translated at average exchange rates for the reporting period, divided by EBITDA
as defined in the Group’s external facilities covenants, which is the Group’s
adjusted operating profit adjusting for depreciation and amortisation of tangible
and other intangible assets, the share of adjusted operating profit attributable to
minority interests and the annualisation of EBITDA for acquisitions and disposals
made during the financial year, excluding the impact of IFRS 16 (Leases). The
Directors consider this metric to be an important measure of the Group’s financial
position, as well as a key covenant metric.
Cash and cash equivalents
18
81.7
55.5
Cash and cash equivalents held in disposal groups
24
—
4.7
Borrowings
24
(381.1)
(479.8)
Retranslation at average exchange rates
0.9
(3.5)
Net debt at average exchange rates
(298.5)
(423.1)
Adjusted operating profit
29.2
342.7
285.0
Depreciation and amortisation of tangible and other
intangible assets
2
15.0
15.9
IFRS 16 impact
(2.1)
(3.6)
Minority interest share of adjusted operating profit
(0.8)
(0.9)
Pro forma adjustments
1
5.8
39.1
EBITDA
360.6
335.5
Leverage
0.8x
1.3x
1 Annualisation of EBITDA, including that of acquisitions and disposals in the year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
144 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
29. Alternative performance measures continued
29.6 TRADING CAPITAL EMPLOYED AND ROATCE
Trading capital employed is defined as net assets less cash and cash equivalents
and retirement benefit assets, after adding back borrowings (other than lease
liabilities), deferred tax, retirement benefit obligations and net acquisition liabilities
in respect of future purchases of minority interests, deferred consideration payable
on acquisitions, and acquisition receivables in respect of previously completed
disposals. Adjusted trading capital employed is reported as being trading capital
employed plus goodwill and acquisition related charges previously charged to
the income statement (net of deferred tax on acquisition intangible assets) and
retranslated at the average exchange rates for the reporting period. Return on
adjusted trading capital employed (ROATCE) is defined as the pro forma adjusted
operating profit, divided by adjusted trading capital employed, where pro forma
adjusted operating profit is the annualised adjusted operating profit including that
of acquisitions and disposals in the period. The Directors believe that ROATCE is
an important measure of our success in creating value for shareholders.
Net assets as reported under UK-adopted IAS
994.2
894.7
– Deferred tax liabilities, net
14
35.2
48.6
– Retirement benefit assets, net
25
(1.7)
(1.5)
– Acquisition related liabilities/assets, net
24.7
23.6
– Net debt
24
299.4
419.6
Trading capital employed
1,351.8
1,385.0
– Historic goodwill and acquisition related charges, net of
deferred tax and currency movements
309.6
308.0
Adjusted trading capital employed
1,661.4
1,693.0
Adjusted operating profit
29.2
342.7
285.0
Pro forma adjustments
1
5.2
38.9
Pro forma adjusted operating profit
347.9
323.9
ROATCE
20.9%
19.1%
1 Annualisation of adjusted operating profit, including that of acquisitions and disposals in the year.

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 145
GROUP ACCOUNTING POLICIES
FOR THE YEAR ENDED 30 SEPTEMBER 2025
1.1 Basis of preparation
The consolidated financial statements have been prepared on a consistent basis
to prior year and also under the historical cost convention, except for derivative
financial instruments which are held at fair value.
GOING CONCERN
The consolidated financial statements have been prepared on a going concern
basis. The Group’s business activities, together with the factors likely to affect its
future development, performance and position are set out in the Strategic Report
on pages 2 to 54. The financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described in the Financial Review on pages 34
to 37. In addition, pages 128 to 131 of the Annual Report and Accounts include 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 exposures to credit risk and liquidity risk.
The Group has considerable financial resources, together with a broad spread
of customers and suppliers across different geographic areas and sectors,
often secured with longer-term agreements. As a consequence, the Directors
believe that the Group is well placed to manage its business risks successfully
as described further on pages 42 to 48.
LIQUIDITY AND FINANCING POSITION
The Group’s liquidity and funding arrangements are described in notes 24
and 29.5 to the consolidated financial statements.
FINANCIAL MODELLING
The Group has modelled a base case and a severe but plausible downside case
in its assessment of going concern. The base case is driven off the Group’s
detailed budget which is built up on a business by business case and considers
both the micro and macroeconomic factors which could impact performance in
the industries and geographies in which that business operates. The severe but
plausible downside case models steep declines in revenues and operating margins
resulting in materially adverse cash flows. These sensitivities factor in a continued
unfavourable impact from a prolonged downturn in the economy. Separately, it
can be noted that the Group operates primarily on a ‘local for local’ basis, sourcing
and selling products within the same regions to ensure availability and competitive
advantage therefore it is assumed that there will be minimal impact from the
current tariff environment.
Both scenarios indicate that the Group has significant liquidity and covenant
headroom on its borrowing facilities to continue in operational existence for
the foreseeable future.
GOING CONCERN BASIS
Accordingly and after making inquiries, the Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future and they continue to adopt the going concern
basis in preparing the Annual Report and Accounts.
1.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements
of the Company and entities controlled by the Company (its subsidiaries and
Employee Benefit Trust (EBT)). Control exists when the Company is exposed or
has rights to variable returns from its involvement with the entity and has the ability
to affect those returns through its power over the entity. The assets, liabilities
and results of subsidiaries acquired or disposed of during the year are included
in the Consolidated Income Statement from the effective date of acquisition or
up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries
to bring their accounting policies into line with those detailed herein to ensure
that the Group financial statements are prepared on a consistent basis. All
intra-Group transactions, balances, income and expenses are eliminated in
preparing the consolidated financial statements.
Non-controlling interests, defined as minority interests, in the net assets of consolidated
subsidiaries are identified separately from the Group’s equity therein. Minority
interests consist of the amount of those interests at the date of the original
business combination and the minority’s share of changes in equity since the
date of the combination.
1.2.A. NEW ACCOUNTING STANDARDS ADOPTED
There have been no new accounting standards adopted during the year that have
a material impact over the consolidated financial statements.
1.3 Acquisitions
Acquisitions are accounted for using the acquisition method as at the acquisition
date, which is the date on which control is transferred to the Group. Goodwill at
the acquisition date represents the cost of the business combination (excluding
acquisition related costs, which are expensed as incurred) plus the amount of any
non-controlling interest in the acquiree in excess of the fair value of the identifiable
tangible and intangible assets, liabilities and contingent liabilities acquired.
Minority interests may be initially measured at fair value or, alternatively, at the
minority interest’s proportionate share of the recognised amounts of the acquiree’s
identifiable net assets. The choice of measurement basis is made for each business
combination separately.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
146 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.4 Divestments
The results and cash flows of major lines of businesses that have been divested are
classified as discontinued businesses. There were no discontinued operations in
either the current or prior year. None of the five disposals in the year represented
major business segments.
1.5 Revenue recognition
Revenue is measured as the fair value of the consideration received or receivable
for goods and services supplied to customers, after deducting sales allowances
and value-added taxes; revenue for services supplied to customers, as opposed
to goods, is c.3% of Group revenue. Under IFRS 15, each customer contract is
assessed to identify the performance obligation. An assessment of the timing
of revenue recognition is made for each performance obligation. Revenue is
recognised at a point in time for all standard revenue transactions when control
of the goods provided is transferred to the customer.
Revenue is also recognised at a point in time for contracts that contain multiple
elements (service contracts) when the agreed output is produced for the customer,
unless there are specific performance obligations to deliver other services over
time. The revenue on such service contracts is not material in the context of the
Group’s total revenue.
The transaction price is allocated to each performance obligation based on
the relative stand-alone selling prices of the goods or services provided. If a
stand-alone selling price is not available, the Group will estimate the selling price
with reference to the price that would be charged for the goods or services if they
were sold separately. There are no contracts with variable consideration.
Provision is made for returns and in the few instances where rebates are provided,
though neither are material. There are no capitalised contract costs recognised by
the Group.
1.6 Employee benefits
The Group operates a number of pension plans, both of the defined contribution
and defined benefit type.
a) Defined contribution pension plans: Contributions to the Group’s defined
contribution schemes are recognised as an employee benefit expense when
they fall due.
b) Defined benefit pension plan: The deficit/asset recognised in the Consolidated
Statement of Financial Position for the Group’s defined benefit pension plan is
the present value of the defined benefit obligation at the balance sheet date
less the fair value of the scheme assets. The defined benefit obligation/asset
is calculated by independent actuaries using the projected unit cost method
and by discounting the estimated future cash flows using interest rates on
high-quality corporate bonds. The pension expense for the Group’s defined
benefit plan is recognised as follows:
i) Within the Consolidated Income Statement:
• Gains and losses arising on settlements and curtailments – where the item
that gave rise to the settlement or curtailment is recognised in operating profit
.
• Any interest cost on the liabilities of the Scheme – calculated by applying
the discount rate to the net defined benefit liability at the start of the
annual reporting period.
ii) Within the Consolidated Statement of Comprehensive Income
(Other Comprehensive Income):
• Actuarial gains and losses arising on the assets and liabilities of the plan
related to actual experience and any changes in assumptions at the end
of the year.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
147DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.6 Employee benefits continued
c) Share-based payments: Equity-settled transactions (which are where the
Executive Directors and certain senior employees receive a part of their
remuneration in the form of shares in the Company, or rights over shares) are
measured at fair value at the date of grant. The fair value determined at the
grant date uses the Monte Carlo method and takes account of the effect
of market-based measures, such as Total Shareholder Return (TSR) targets
upon which vesting of part of the award is conditional and is expensed to the
Consolidated Income Statement on a straight-line basis over the vesting period,
with a corresponding credit to equity. The cumulative expense recognised is
adjusted to take account of shares forfeited by Executives who leave during
the performance or vesting period and, in the case of non-market-related
performance conditions, where it becomes unlikely that shares will vest. For
the market-based measure, the Directors have used a Monte Carlo model to
determine fair value of the shares at the date of grant.
Share-based payment awards are established by the Group’s parent entity
and granted to employees of the Group. Vested awards are settled using
shares held by the Group’s Employee Benefit Trust (EBT). An intermediary
holding company provides funding to the EBT, which acquires the parent
company’s shares on the open market. The EBT subsequently transfers the
shares to Directors and employees, net of any applicable income tax and social
security obligations. As the awards are settled in the parent company’s equity
instruments and the obligation is satisfied through the EBT, the arrangement
is accounted for as an equity-settled share-based payment in the Group’s
financial statements.
In the parent company’s financial statements, an intercompany loan balance is
maintained with the intermediate holding company in respect of the shares held
by the EBT, with movements in this balance recognised through a corresponding
entry in equity. As the EBT acquires shares at par value, the amounts involved
in this arrangement are generally immaterial. No additional recharge is made to
the parent company in relation to these awards.
d) Long-term employee benefits: The Group provides long-term employee
benefits in the form of deferred remuneration to certain employees. Deferred
remuneration is recognised as an employee benefit expense in the period in
which the employee renders the related service.
1.7 Foreign currencies
The individual financial statements of each Group entity are prepared in their
functional currency, which is the currency of the primary economic environment
in which that entity operates. For the purpose of the consolidated financial
statements, the results and financial position of each entity are translated into
UK sterling, which is the presentational currency of the Group.
a) Reporting foreign currency transactions in functional currency: Transactions
in currencies other than the entity’s functional currency (foreign currencies)
are initially recorded at the rates of exchange prevailing on the dates of the
transactions. At each subsequent balance sheet date:
i) Foreign currency monetary items are retranslated at the rates prevailing
at the balance sheet date. Exchange differences arising on the settlement
or retranslation of monetary items are recognised in the Consolidated
Income Statement.
ii) Non-monetary items measured at historical cost in a foreign currency
are not retranslated.
iii) Non-monetary items measured at fair value in a foreign currency are
retranslated using the exchange rates at the date the fair value was
determined. Where a gain or loss on non-monetary items is recognised
directly in equity, any exchange component of that gain or loss is also
recognised directly in equity and conversely, where a gain or loss on a
non-monetary item is recognised in the Consolidated Income Statement,
any exchange component of that gain or loss is also recognised in the
Consolidated Income Statement.
b) Translation from functional currency to presentational currency: When
the functional currency of a Group entity is different from the Group’s
presentational currency, its results and financial position are translated
into the presentational currency as follows:
i) Assets and liabilities are translated using exchange rates prevailing
at the balance sheet date.
ii) Income and expense items are translated at average exchange rates for the
year, except where the use of such an average rate does not approximate
the exchange rate at the date of the transaction, in which case the
transaction rate is used.
iii) All resulting exchange differences are recognised in Other Comprehensive
Income; these cumulative exchange differences are recognised in the
Consolidated Income Statement in the period in which the foreign
operation is disposed of.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
148 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.7 Foreign currencies continued
c) Net investment in foreign operations: Exchange differences arising on
a monetary item that forms part of a reporting entity’s net investment in
a foreign operation are recognised in the Consolidated Income Statement
in the separate financial statements of the reporting entity or the foreign
operation as appropriate. In the consolidated financial statements such
exchange differences are initially recognised in Other Comprehensive Income
as a separate component of equity and subsequently recognised in the
Consolidated Income Statement on disposal of the net investment.
1.8 Taxation
The tax expense relates to the sum of current tax expense and deferred tax expense.
Current tax is based on taxable profit for the year, which differs from profit before
taxation as reported in the Consolidated Income Statement. Taxable profit excludes
items of income and expense that are taxable (or deductible) in other years and
also excludes items that are never taxable or deductible. The Group’s liability for
current tax, including UK corporation tax and overseas tax, is calculated using rates
that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is accounted for using the balance sheet liability method. Deferred
tax is recognised on differences between the carrying amounts of assets and
liabilities in the Consolidated Statement of Financial Position and the corresponding
tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised. Temporary
differences arise primarily from the recognition of the assets/liabilities on the
Group’s defined benefit pension scheme, the difference between accelerated
capital allowances and depreciation and for short-term timing differences where
a provision held against receivables or inventory is not deductible for taxation
purposes. However, deferred tax assets and liabilities are not recognised if the
temporary difference arises from goodwill or from the initial recognition (other
than in a business combination) of other assets and liabilities in a transaction
that affects neither the taxable profit, nor the accounting profit.
Deferred tax liabilities are also recognised for taxable temporary differences
arising on investments in subsidiaries, except where the Group is able to control
the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. No deferred tax is recognised
on the unremitted earnings of overseas subsidiaries, as the Group controls the
dividend policies of its subsidiaries.
Deferred tax is calculated at the tax rates that are expected to apply to the period
when the asset is realised or the liability is settled. Deferred tax is charged or credited
to the Consolidated Income Statement, except when the item on which the tax
or charge is credited or charged directly to equity, in which case the deferred
tax is also dealt with in equity. The carrying amount of deferred tax assets is
reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the
assets to be recovered. Tax assets and liabilities are offset when there is a legally
enforceable right to enforce current tax assets against current tax liabilities and
when the deferred income tax relates to the same fiscal authority.
1.9 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation
and accumulated impairment losses. Cost comprises the purchase price plus
costs directly incurred in bringing the asset into use. All repairs and maintenance
expenditure is charged to the Consolidated Income Statement in the period in
which it is incurred.
Freehold land is not depreciated. Depreciation on other items of property, plant
and equipment begins when the asset is available for use and is charged to the
Consolidated Income Statement on a straight-line basis to write off the cost,
less residual value of the asset, over its estimated useful life as follows:
Freehold property
• between 20 and 50 years
Leasehold improvements
• term of the lease
Plant and equipment
• plant and machinery between 3 and 7 years
Hospital field equipment
• 5 years
The depreciation method used, residual values and estimated useful lives are reviewed
and changed, if appropriate, at least at each financial year end. An asset’s carrying
amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount. Gains and losses arising
on disposals are determined by comparing sales proceeds with carrying amount
and are recognised in the Consolidated Income Statement.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
149DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.10 Intangible assets
All intangible assets, excluding goodwill arising on a business combination, are
stated at their amortised cost or fair value at initial recognition less any provision for
impairment. Amortisation of intangible assets is recognised as an operating expense.
A) RESEARCH AND DEVELOPMENT COSTS
Research expenditure is written off as incurred. Development costs are written off
as incurred unless forecast revenues for a particular project exceed attributable
forecast development costs in which case they are capitalised and amortised on
a straight-line basis over the asset’s estimated useful life. Costs are capitalised
as intangible assets unless physical assets, such as tooling, exist when they are
classified as property, plant and equipment.
B) COMPUTER SOFTWARE COSTS
Where computer software is not integral to an item of property, plant or equipment
its costs are capitalised as other intangible assets. Amortisation is provided on a
straight-line basis over its useful economic life of between three and seven years.
C) ACQUIRED INTANGIBLE ASSETS – BUSINESS COMBINATIONS
Intangible assets that may be acquired as a result of a business combination,
include, but are not limited to, customer lists, supplier lists, databases, technology
and software and patents that can be separately measured at fair value, on a reliable
basis, are separately recognised on acquisition at the fair value, together with the
associated deferred tax liability. Amortisation is charged on a straight-line basis to
the Consolidated Income Statement over the expected useful economic lives.
Fair values of customer and supplier relationships on larger acquisitions are valued
using a discounted cash flow model; databases are valued using a replacement
cost model. For smaller acquisitions, intangible assets are assessed using historical
experience of similar transactions.
D) GOODWILL – BUSINESS COMBINATIONS
Goodwill arising on the acquisition of a subsidiary represents the excess of the
aggregate of the fair value of the consideration over the aggregate fair value of
the identifiable intangible, tangible and current assets and net of the aggregate
fair value of the liabilities (including contingent liabilities of businesses acquired
at the date of acquisition). Goodwill is initially recognised as an asset at cost
and is subsequently measured at cost less any accumulated impairment losses.
Transaction costs are expensed and are not included in the cost of acquisition.
1.11 Impairment of tangible and intangible assets
An impairment loss is recognised to the extent that the carrying amount of an asset
or a CGU exceeds its recoverable amount.
The recoverable amount of an asset or CGU is the higher of: (i) its fair value less
costs to sell; and (ii) its value in use. Its value in use is the present value of the
future cash flows expected to be derived from the asset or CGU, discounted
using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset or CGU. Impairment losses are
recognised immediately in the Consolidated Income Statement.
A) IMPAIRMENT OF GOODWILL
Goodwill acquired in a business combination is allocated to a CGU. CGUs for this
purpose are the Group’s three Sectors which represent the lowest level within the
Group at which the goodwill is monitored by the Group’s Board of Directors for
internal and management purposes. CGUs to which goodwill has been allocated
are tested for impairment annually, or more frequently when there is an indication
that the unit may be impaired.
If the recoverable amount of the CGU is less than the carrying amount of the unit,
the impairment loss is allocated first to reduce the goodwill attributable to the
CGU. Impairment losses cannot be subsequently reversed.
B) IMPAIRMENT OF OTHER TANGIBLE AND INTANGIBLE ASSETS
Other tangible and intangible assets are reviewed for impairment when events
or changes in circumstances indicate the carrying value may not be recoverable.
Impairment losses and any subsequent reversals are recognised in the
Consolidated Income Statement.
1.12 Inventories
Inventories are stated at the lower of cost (generally calculated on a FIFO or
weighted average cost basis depending on the nature of the inventory) and net
realisable value, after making due allowance for any obsolete or slow moving
inventory. Cost comprises direct materials, duty and freight-in costs.
Net realisable value represents the estimated selling price less all estimated
costs of completion and the estimated costs necessary to make the sale.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
150 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.13 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.
A) TRADE RECEIVABLES AND LOSS ALLOWANCE
Trade receivables are initially measured at fair value, do not carry any interest and
are reduced by a charge for impairment for estimated irrecoverable amounts.
Such impairment losses are recognised in the Consolidated Income Statement,
calculated under IFRS 9.
The Group measures the provision at an amount equal to lifetime expected credit
losses, estimated by reference to past experience and relevant forward-looking
factors. The Group writes off a receivable when there is objective evidence that
the debtor is in significant financial difficulty and there is no realistic prospect
of recovery.
B) TRADE PAYABLES
Trade payables are non-interest bearing and are initially measured at their
nominal value.
C) CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash in hand, interest bearing deposits, bank
overdrafts that have a legal right of offset and short-term highly liquid investments
with original maturities of three months or less that are readily convertible to a
known amount of cash and are subject to an insignificant risk of changes in value.
Where the Group participates in cash pooling arrangements, individual account
balances are presented on a gross basis unless the Group has both a legally
enforceable right to offset and an intention to settle on a net basis.
Accordingly, any negative balances arising within the cash pooling arrangement
that do not meet the offsetting criteria are presented within current borrowings
and described as overdraft facilities. These balances do not represent separate
external financing facilities but arise solely from the operation of the Group’s cash
pooling structure.
D) PUT OPTIONS HELD BY MINORITY INTERESTS
The purchase price of shares to be acquired under options held by minority
shareholders in the Group’s subsidiaries are calculated by reference to the
estimated profitability of the relevant subsidiary at the time of exercise, using a
multiple based formula. The net present value of the estimated future payments
under these put options is shown as a financial liability. The corresponding entry is
recognised in equity as a deduction against retained earnings. At the end of each
year, the estimate of the financial liability is reassessed and any change in value is
recognised in the Consolidated Income Statement, as part of finance income or
expense. Where the liability is in a foreign currency, any change in the value of the
liability resulting from changes in exchange rates is recognised in the Consolidated
Income Statement.
E) DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGE ACCOUNTING
The Group holds derivative financial instruments in the form of forward foreign
exchange contracts to hedge its foreign currency exposure and interest rate swaps
to hedge its exposure to market interest rates. These derivatives are designated as
cash flow hedges.
Where a derivative financial instrument is designated as a hedge of the variability
in cash flows of a highly probable forecasted transaction, the effective part
of any gain or loss on the derivative financial instrument is recognised in other
comprehensive income and presented in the cash flow hedges reserve. The
associated gain or loss is removed from equity and recognised in the Income
Statement in the period in which the transaction to which it relates occurs.
The Group documents, at the inception of the transaction, the relationship
between hedging instruments and hedged items, as well as its risk management
objectives and strategy for undertaking various hedging transactions. The Group
also documents its assessment, both at hedge inception and on an ongoing basis,
of whether the derivatives that are used in hedging transactions are highly effective
in offsetting changes in cash flows of hedged items.
The Group uses foreign currency denominated borrowings as a hedge against
the translation exposure on the Group’s net investment in overseas companies.
Where the hedge is fully effective at hedging, the variability in the net assets
of such companies caused by changes in exchange rates and the changes
in value of the borrowings are recognised in the Consolidated Statement
of Comprehensive Income and accumulated in the Translation reserve.
The ineffective part of any change in value caused by changes in exchange
rates is recognised in the Consolidated Income Statement.
No derivative contracts have been designated as fair value hedges.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
151DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.13 Financial instruments continued
F) BORROWINGS
Borrowings are initially recognised at the fair value of the consideration received.
They are subsequently measured at amortised cost. Borrowings are classified as
non-current when the repayment date is more than 12 months from the period end
date or where they are drawn on a facility with more than 12 months to expiry.
Where the Group participates in cash pooling arrangements, individual account
balances are presented on a gross basis unless the Group has both a legally
enforceable right to offset and an intention to settle on a net basis.
Accordingly, any negative balances arising within the cash pooling arrangement
that do not meet the offsetting criteria are presented within current borrowings
and described as overdraft facilities. These balances do not represent separate
external financing facilities but arise solely from the operation of the Group’s cash
pooling structure.
G) OTHER FINANCIAL ASSETS
Other Financial assets are measured at fair value through Profit and Loss, unless an
irrevocable election at initial recognition is made to present subsequent changes in
fair value of the other financial asset in Other Comprehensive Income.
1.14 Leases
The Company 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, being
the initial amount of the lease liability adjusted for any lease payments made at or
before commencement date.
Lease liabilities are recorded at the present value of lease payments. Leases are
discounted at the Group’s incremental borrowing rate, being the rate that the
Group would have to pay to borrow the funds necessary to obtain an asset of
similar value in a similar economic environment with similar terms and conditions.
Right-of-use assets are depreciated on a straight-line basis over the lease term,
or useful life if shorter.
Interest is recognised on the lease liability, resulting in a higher finance cost
in the earlier years of the lease term.
Lease payments relating to low value assets or to short-term leases are recognised
as an expense on a straight-line basis over the lease term. Short-term leases are
those with 12 months or less duration.
1.15 Other liabilities
Other liabilities are recognised when the Group has a legal or constructive
obligation as a result of a past event and it is probable that the Group will be
required to settle that obligation. Other liabilities are measured at the Directors’
best estimate of the expenditure required to settle the obligation at the balance
sheet date.
1.16 Dividends
The annual final dividend is not provided for until approved at the AGM; interim
dividends are charged in the period they are paid.
1.17 Share capital and reserves
Ordinary shares are classified as equity and details of the Group’s share capital is
disclosed in note (F) of the Parent Company’s financial statements. Incremental costs
directly attributable to the issue of new shares are shown in equity as a deduction,
net of tax, from the proceeds. The Group also maintains the following reserves:
a) Translation reserve – The translation reserve comprises all foreign exchange
differences arising from the translation of the financial statements of foreign
businesses and net investment hedges.
b) Hedging reserve – The hedging reserve comprises the effective portion of the
cumulative net change in the fair value of cash flow hedging instruments that
are determined to be an effective hedge.
c) Retained earnings reserve – The retained earnings reserve comprises total
cumulative recognised income and expense attributable to shareholders. Bonus
issues of share capital and dividends to shareholders are also charged directly
to this reserve. In addition, the cost of acquiring shares in the Company and the
liability to provide those shares to employees, is accounted for in this reserve.
Where any Group company purchases the Company’s equity share capital and holds that
share either directly as treasury shares or indirectly within an ESOP trust, the consideration
paid, including any directly attributable incremental costs (net of income taxes), is deducted
from equity attributable to the Company’s equity holders until the shares are cancelled,
reissued or disposed of. Where such shares are subsequently sold or reissued, any
consideration received, net of any directly attributable incremental transaction costs and
the related income tax effects, is included in equity attributable to the Company’s equity
holders. These shares are used to satisfy share awards granted to Directors under
the Group’s share schemes. The Trustee purchases the Company’s shares on the
open market using loans made by the Company or a subsidiary of the Company.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Financial Statements
152 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.18 Related parties
There are no related party transactions (other than with key management) that are
required to be disclosed in accordance with IAS 24. Details of their remuneration
are given in note 5 to the consolidated financial statements.
1.19 Assets and liabilities classified as held for sale
Non-current assets held for sale and disposal groups are presented separately in
the current section of the Consolidated Statement of Financial Position when the
following criteria are met: the Group is committed to selling the asset or disposal
group, it is available for immediate sale in its current condition, an active plan of
sale has commenced, and in the judgement of Group Management it is highly
probable that the sale will be completed within 12 months. Immediately before the
initial classification of the assets and disposal groups as held for sale, the carrying
amounts of the assets (or all the assets and liabilities in the disposal groups) are
measured in accordance with the applicable accounting policy. Assets held for
sale and disposal groups are subsequently measured at the lower of their carrying
amount and fair value less costs of disposal. Assets held for sale are no longer
amortised or depreciated.
1.20 Accounting standards, interpretations and amendments
to published standards not yet effective
The IASB has published a number of new IFRS standards, amendments
and interpretations to existing standards which are not yet effective, but
will be mandatory for the Group’s accounting periods beginning on or
after 1 October 2025.
IAS 1 – Presentation of Financial Statements – in relation to non-current liabilities
with covenants and deferral of effective date, and the Disclosure of Accounting Policies;
IAS 7 – Statement of Cash Flows and IFRS 7 – Financial Instruments: Disclosures –
Supplier Finance Arrangements;
IAS 21 – Lack of Exchangeability, which will become effective in the consolidated
Group financial statements for the financial year ending 30 September 2026;
IFRS 9 – Financial Instruments and IFRS 7 – Financial Instruments: Disclosures
– Classification and measurement of financial instruments, which will become
effective in the consolidated Group financial statements for the financial year
ending 30 September 2027, subject to UK endorsement;
IFRS 18 – Presentation and Disclosure in Financial Statements which will become
effective in the consolidated Group financial statements for the financial year
ending 30 September 2028, subject to UK endorsement;
IFRS 19 – Subsidiaries without Public Accountability: Disclosures which will become
effective in the consolidated Group financial statements for the financial year
ending 30 September 2028, subject to UK endorsement.
The Group does not intend to early adopt any of these new standards,
amendments or interpretations. Based on the initial assessment, none of the
forthcoming changes are expected to have a material impact on the Group’s
consolidated results or net assets, although IFRS 18 is expected to result in
changes to the presentation and disclosure of the primary financial statements.
1.21 Significant accounting estimates and critical judgements
The preparation of the Group’s consolidated financial statements requires
management to make critical accounting judgements, estimates and assumptions
in relation to the recognition and measurement of assets and liabilities that could result
in material adjustments within the next 12 months. During the year, management did
not identify any such critical judgements, estimates or assumptions assessed to
have a potentially material impact on the consolidated financial statements.
1.21.1 ACQUISITION ACCOUNTING (ESTIMATE)
Acquisition accounting is a significant accounting estimate.
When the Group makes an acquisition it recognises the identifiable assets and
liabilities, including intangible assets, at fair value with the difference between
the fair value of net assets acquired and the fair value of consideration paid
comprising goodwill. Acquisitions are accounted for using the acquisition method
as described in the Group Accounting Policies. The key assumptions and estimates
used to determine the valuation of intangible assets acquired are the forecast cash
flows, the discount rate and customer/supplier attrition. Customer and supplier
relationships are valued using an excess earnings cash flow model. Acquisitions
often comprise an element of deferred consideration and may include a minority
interest, which are subject to put options. These put options are valued at fair
value at the date of acquisition. Deferred consideration is fair valued based
on the Directors’ estimate of future performance of the acquired entity.

GROUP ACCOUNTING POLICIES CONTINUED
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Strategic Report Corporate Governance Financial Statements Additional information
153DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
1.21 Significant accounting estimates and critical judgements
continued
1.21.2 GOODWILL IMPAIRMENT (ESTIMATE)
The Group has material amounts of goodwill and intangible assets (principally
customer and supplier relationships) recognised in the Consolidated Statement of
Financial Position. As set out in note 1.11 of the Group Accounting Policies, goodwill
is tested annually to determine if there is any indication of impairment. Assumptions
are used to determine the recoverable amount of each CGU, principally based on
the present value of estimated future cash flows to derive the ‘value in use’ to the
Group of the capitalised goodwill. The estimates made and assumptions used in
performing impairment testing this year are set out in note 10 to the consolidated
financial statements.
1.21.3 INVENTORY PROVISIONS (ESTIMATE)
Inventories are stated at the lower of cost and net realisable value as set out in note 1.12
of the Group Accounting Policies. In the course of normal trading activities, estimates
are used to establish the net realisable value of inventory and impairment charges are
made for obsolete or slow-moving inventories and against excess inventories.
The decision to make an impairment charge is based on a number of factors
including management’s assessment of the current trading environment, aged
profiles and historical usage and other matters which are relevant at the time the
consolidated financial statements are approved.
1.21.4 DEFINED BENEFIT PENSION (ESTIMATE)
Defined benefit pensions are accounted for as set out in note 1.6 of the Group
Accounting Policies. Determining the value of the future defined benefit obligation
requires estimates in respect of the assumptions used to calculate present values.
These include discount rate, future mortality and inflation rate. Management makes
these estimates in consultation with an independent actuary. For the year ended
30 September 2025, all members of the UK defined benefit pension scheme are
covered by one of the Scheme’s Buy-In policies. The Kubo defined benefit pension
scheme was disposed of as part of the disposal of Kubo during the year. Detail of
the estimates and key sensitivities made in calculating the defined benefit assets
and obligations at 30 September 2025 are set out in note 25 to the consolidated
financial statements.

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025154
PARENT COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
PARENT COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Note
2025
£m
2024
£m
Non-current assets
Investments D 700.5 700.5
Current assets
Current tax assets — 2.2
Amounts owed by Group undertakings 309.9 289.1
309.9 291.3
Current liabilities
Trade and other payables (7.1) (5.4)
Current tax liabilities (0.3) —
(7.4) (5.4)
Net current assets 302.5 285.9
Total assets less current liabilities 1,003.0 986.4
Non-current liabilities
Borrowings E (328.4) (318.7)
Net assets 674.6 667.7
Capital and reserves
Share capital F 6.8 6.8
Share premium 420.2 420.2
Retained earnings
1
247.6 240.7
Total shareholders’ equity 674.6 667.7
1 Includes profit after tax for the year of £87.6m (2024: £126.8m).
The financial statements of Diploma PLC and the notes on pages 154 to 156, which
form part of these financial statements, company number 3899848, were approved
by the Board of Directors on 18 November 2025 and signed on its behalf by:
JD Thomson
Chief Executive Officer
W Ng
Acting Chief Financial Officer
Note
Share
capital
£m
Share
premium
£m
Retained
earnings
£m
Total
shareholders’
equity
£m
At 1 October 2023 6.8 420.2 190.7 617.7
Total Comprehensive Income A — — 126.8 126.8
Dividends paid G — — (76.8) (76.8)
At 30 September 2024 6.8 420.2 240.7 667.7
Total Comprehensive Income A — — 87.6 87.6
Dividends paid G — — (80.7) (80.7)
At 30 September 2025 6.8 420.2 247.6 674.6

Strategic Report Corporate Governance Financial Statements Additional information
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025 155
PARENT COMPANY ACCOUNTING POLICIES
FOR THE YEAR ENDED 30 SEPTEMBER 2025
A) Accounting policies
A.1) BASIS OF ACCOUNTING
The Parent Company Financial Statements (the Financial Statements) have
been prepared consistently in accordance with the Companies Act 2006 and
FRS 101 (Reduced Disclosures Framework). The Directors confirm they have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future and accordingly, they continue
to adopt the going concern basis in preparing the Financial Statements. The
Financial Statements, which are prepared on a historical cost basis, are presented
in UK sterling and all values are rounded to the nearest 100,000 except when
otherwiseindicated.
Diploma PLC is a public company limited by shares incorporated in the United
Kingdom, and registered and domiciled in England and Wales and listed on the
London Stock Exchange. The address of the registered office is10-11 Charterhouse
Square, London EC1M 6EE. The financial statements were authorised by the
Directors for publication on 18 November 2025.
The following disclosures have not been provided as permitted by FRS 101:
• a cash flow statement and related notes;
• a comparative period reconciliation for share capital;
• disclosures in respect of transactions with wholly-owned subsidiaries;
• disclosures in respect of capital management;
• the effects of new but not yet effective IFRS; and
• disclosures in respect of the compensation of key management personnel
asrequired.
The Company has also taken the exemption under FRS 101 available in respect
of the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 (Share-based
Payment) in respect of Group settled share-based payments as the consolidated
financial statements of the Company include the equivalent disclosures within the
Remuneration Committee Report.
A.2) TOTAL COMPREHENSIVE INCOME
Total Comprehensive Income comprises dividends received from subsidiaries,
exchange translation gains and losses on private placement notes issued in EUR
and USD, and interest payable or receivable on intercompany balances at the UK
base rate, plus 1.81% and that are repayable on demand.
A.3) DIVIDEND INCOME
Dividend income is recognised when received. Final dividend distributions
are recognised in the Company’s Financial Statements in the year in which the
dividends are approved by the Company’s shareholders. Interim dividends are
recognised when paid.
A.4) INVESTMENTS
Investments are stated at cost less provision for impairment.
A.5) AMOUNTS OWED BY GROUP UNDERTAKINGS
Amounts owed by Group undertakings are initially measured at fair value.
Subsequent to initial recognition these assets are measured at amortised cost less
any provision for expected credit losses. The Company measures expected credit
losses using the expected credit loss model in accordance with IFRS 9. Amounts
owed by Group undertakings are considered low credit risk and, therefore, the
Company measures the provision at an amount equal to 12-month expected credit
losses, which was immaterial (2024: same).
A.6) DIPLOMA PLC EMPLOYMENT BENEFIT TRUST AND EMPLOYEE SHARE SCHEMES
Shares held by the Diploma PLC Employee Benefit Trust (the Trust) are stated at
cost and accounted for as a deduction from shareholders’ equity in accordance
with IAS 32, as applied by FRS 101. Shares that are held by the Trust are not eligible
for dividends until such time as the awards have vested and options have been
exercised by the participants.
Share-based payment awards are established by the Company and granted to
employees of the Group. Vested awards are settled using shares held by the Trust.
An intermediary holding company provides funding to the Trust, which acquires the
Company’s shares on the open market. The Trust subsequently transfers the shares
to Directors and employees, net of any applicable income tax and social security
obligations. The cost of the awards granted to Group employees is recognised as
part of the intercompany loan balance with the intermediate holding company, with
a corresponding entry recognised in equity.
A.7) AUDITORS’ REMUNERATION
Fees payable to PwC for audit services to the Parent Company are not required to
be disclosed because they are included within the consolidated disclosure in note
26 to the Consolidated financial statements.

Financial Statements
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025156
B) Directors’ and employees’ remuneration
No remuneration is paid directly by the Company; information on the Directors’
remuneration (which is paid by asubsidiary company) and their interests in the
share capital of the Company are set out in the Remuneration Committee Report
on pages 76 to 97 and note 5 to the consolidated financial statements on page 118.
TheCompany had no employees (2024: none).
C) Company profit and loss account
As permitted by section 408 of the Companies Act 2006, no separate profit
and loss account is presented for the Company. The Company’s profit for the
year was £87.6m (2024: profit of £126.8m), before settlement of LTIP awards.
Settlement of LTIP awards were valued at £nil (2024: £nil).
D) Investments
2025
£m
2024
£m
Shares in Group undertakings held at cost
At 30 September 700.5 700.5
A full list of subsidiary and other related undertakings is set out on pages 163
to 165. Investments in subsidiaries are reviewed annually for any indicators of
impairment. No indicators have been noted (2024: none).
E) Borrowings
The Company has private placement notes for an aggregate principal amount of
£218.2m (€250.0m) with maturities of 7 years (€75.0m), 10 years (€100.0m) and
12years (€75.0m) and for an aggregate principal amount of £111.4m ($150.0m) with
maturities of 8 years ($100.0m), and 11 years ($50.0m).
Certain subsidiaries of the Company have provided financial guarantees in respect
of the private placement notes issued.
Included in the long-term creditors amount is £1.2m of capitalised borrowing fees
(2024: £1.1m).
F) Share capital
2025
Number
2024
Number
2025
£m
2024
£m
Issued, authorised and fully paid ordinary
shares of 5p each
At 30 September 134,176,207 134,091,975 6.8 6.8
During the year, 61,567 ordinary shares in the Company (2024: 64,207) were transferred
from the Trust to participants on an after income tax basis in connection with
the exercise of options in respect of awards which had vested under the 2020
Long-Term Incentive Plan, as set out in the Remuneration Committee Report.
A further 84,232 (2024: 57,484) shares were issued to the Trust during the year at
5p par value, recognised as an increase to share capital of £4,212 (2024: £2,874).
At 30 September 2025, the Trust held 81,368 (2024: 60,708) ordinary shares inthe
Company representing less than 0.1% of the called up share capital (2024:less than
0.1%). The market value of shares at 30 September 2025 was £4.3m (2024:£2.7m).
G) Dividends
Details in respect of dividends proposed and paid during the year by the Company
are included in note 8totheconsolidated financial statements.
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Strategic Report Corporate Governance Financial Statements Additional information
157DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD)
COMPLIANCE
STATEMENT
This document details climate-related
financial disclosures, structured
around the four TCFD recommendation
areas: Governance, Strategy, Risk
Management, and Metrics and Targets.
Diploma considers the
disclosuresconsistent with the four
recommendations of the Task Force on
Climate-related Financial Disclosures
(TCFD) and Recommended Disclosures
including section C of the 2021-TCFD
Annex entitled ‘Guidance for all Sectors’.
To ensure that our TCFD disclosures
remain proportionate to the wider
Strategic Report and the Group’s
principal risks and opportunities,
additional supporting information —
such as insights from our initial climate
risk and opportunity assessment
completed in 2023 — is provided in
the 2023 Annual Report and Accounts
(pages 68–73).
GOVERNANCE
a) The Board’s oversight
ofclimate-related risks
andopportunities
The Board of Directors continues
to exercise strategic oversight of
the Delivering Value Responsibly
(DVR) Sustainability Strategy
including climate-related risks and
opportunities. The Board also receives
updates on DVR and climate-related
strategy and performance at each of its
scheduled meetings during the year
and at least once annually, the Board
reviews management’s Group-level
assessment of climate-related risks and
opportunities as part of the principal
and emerging risk processes. This
includes oversight of performance
against the Group’s sustainability
strategy and climate-related targets,
and the approval of any new or amended
climate-related objectives.
Responsibility for approving the Group’s
TCFD disclosures, as part of the Annual
Report and Accounts process, rests
with the Audit Committee.
b) Management’s role in
assessingand managing CRROs
The CEO holds executive accountability
for DVR performance. Oversight is
provided by the Group DVR Steering
Committee, chaired by the CEO and
comprising Executive Committee
members and the Group Sustainability
Director. The Committee is responsible
for directing and implementing the Group’s
DVR strategy, including delivery of the
2045 net zero commitment, and for
ensuring that climate-related risks and
opportunities (CRROs) are embedded
inoperational practices and aligned
with Group strategic objectives.
The DVR Steering Committee provides
leadership in identifying, assessing,
and managing climate-related risks,
while also prioritising opportunities
that support commercial growth and
environmental outcomes. In 2025,
the Group Sustainability Director,
asa member of the Committee, held
delegated responsibility for ensuring
that CRROs were fully integrated
into management’s operational
decision-making. This role requires
close collaboration with management
teams across the Group to develop,
refine, and embed mitigation strategies
within day-to-day business practices.
Through this governance structure,
climate considerations are embedded
into operational and strategic decisions.
This approach promotes proactive
management, ensures regulatory
compliance, and supports long-term
value creation.

Additional information
158 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
RISK
MANAGEMENT
a) Processes for identifying and
assessing climate-related risks
Sector Leadership teams collaborate
with business units to identify and
evaluate all business risks, including
climate-related risks and opportunities
(CRROs). This process draws on expertise
from specialist teams and Group functions.
b) Organisation’s processes for
managing climate-related risks
At the business-unit level, an
annual review of material risks and
climate-related risks is undertaken
to account for factors that may alter
their status, with controls assessed,
mitigations evaluated, and actions
defined as required. Environmental
impacts, climate considerations,
and regulatory compliance are also
assessed for acquisition targets.
Reviews are also conducted at both
Sector and Group level, with oversight
from the Board, to ensure alignment
with our sustainability commitments
andstrategic objectives.
Business units are empowered to
manage climate-related risks and other
risks locally through tailored mitigation
strategies. A quantitative framework
is applied, assigning scores based on
likelihood, impact, and residual effect
after mitigation. This prioritisation
determines which risks require additional
treatment or enhanced controls.
At the Sector and Group level, risks
are consolidated to provide an overall
risk profile. This consolidated view
undergoes a similar assessment
process, with Board oversight ensuring
consistency with Group strategy.
c) How processes for identifying,
assessing and managing
climate-related risks are integrated
into overall risk management
Along with all business risks, the
financial implications of climate-related
risks identified through our risk management
process (outlined on page 43) are
assessed against the materiality
thresholds. These evaluations are
validated during the annual planning
cycle, with Sectors confirming which
risks and opportunities are most relevant
to their operations and which have the
greatest potential financial impact.
Risks and opportunities are prioritised
based on their strategic significance
and potential financial impact. The
Group’s risk assessment materiality
threshold is established using defined
financial parameters, as set out on
page 44. For reference, any risk or
opportunity with a gross financial
impact of 5% or more of current-year
operating profit is considered material.
READ MORE ABOUT OUR APPROACH TO
IDENTIFYING AND MANAGING RISKS ON
PAGES 42 TO 48
STRATEGY
We strongly believe we have a role to play in mitigating climate change, improving our
product line and procurement options to support the transition to a net zero economy.
Mitigating climate change is a key priority as we implement our sustainability strategy
– known as Delivering Value Responsibly (DVR). Through implementation of our DVR
framework, we set clear, strategic objectives that are integrated into our businesses,
driving both commercial success and environmental change.
In 2023 a qualitative scenario analysis was undertaken to assess our exposure
toclimate-related risks and enable additional mitigation and adaptation activities
to be incorporated into our strategy.
For each scenario, we assessed the impact of climate regulation across our
geographies, the future of logistics and transport decarbonisation, assumptions
about how our markets may change including how our customers and suppliers
might transition over time, and potential physical impacts across our key sites
andsupply chain locations.
The timeframes applied in our assessing climate -related risks and opportunities are;
• short term (up to 2030)
• medium-term (up to 2040)
• long-term 2040-2050.
a) Describe the climate-related risks and opportunities (CRROs) the
organisation has identified over the short, medium and long term.
In 2023 we examined three scenarios (under 2°C, under 3°C and over 4°C) to
capture a range of impacts on the business, including both physical and transition
climate-related risks and opportunities (CRROs). The scenarios chosen used a
combination of the IPCC’s Representative Concentration Pathways (RCPs) and
theShared Socio-economic Pathways (SSPs).
Steady path to sustainability
Global fragmentation
(previously middle of the Road) Fossil fuelled global growth
SSP1-RCP2.6
Limit warming to 2
O
C
Globally coordinated efforts
to reduce emissions to net
zero by 2050.
SSP2-RCP4.5
Limit warming to 3
O
C
Imperfect efforts to reduce
emissions lead to moderate
progress but exacerbate
inequalities.
SSP5-RCP8.5
Exceed warming of 4
O
C
Global collaboration focused
on protecting populations
rather than reducing
climatechange.

Strategic Report Corporate Governance Financial Statements Additional information
159DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
STRATEGY CONTINUED
a) Describe the climate-related risks and
opportunities (CRROs) the organisation has
identified over the short, medium and long term.
continued
Each scenario was reviewed against the impact of climate
regulation across our geographies, the future of logistics and
transport decarbonisation, assumptions about how markets
may change including how our customers and suppliers might
transition over time, and potential physical impacts across our
key sites and supply chain locations.
Using a probability–impact matrix, we assessed the likelihood
of CRROs materialising across different time horizons, along
with their potential impact and material significance. The
assessment was performed on a net basis, considering
existing mitigation measures and actions.
The two primary categories of CRROs originally identified
in2023 remain unchanged: physical and transitional risks.
Physical risks: the risk of physical damage to assets from
extreme weather events (heatwaves, droughts, freezing,
flooding and windstorms), financial losses from stock,
contents and buildings damage, and operational disruption
due to the disruption in capacity. Collectively, these risks
have the potential to increase costs, reduce productivity,
andchallenge the long-term sustainability of certain
businessactivities if not managed proactively.
Transition risks: linked to the global shift toward a
low-carbon economy include;
• Policy risk: Carbon price legislation – an increase in future
carbon pricing where policies (either emissions trading
systems or carbon taxes) are implemented variably in
alljurisdictions.
• Market risk: Customer preference change – the impact
of changing customer needs and sustainable purchasing
trends including the potential uptake rates of customers
transitioning from conventional to less emissions- intensive
products and services.
• Market risk: Investor sentiment – the risks and effects stemming from changes to the discount rate,
relative to the economic sector, transition pathway, debt and equity structure.
Individually, the modelled impacts of these risks are not material under the scenarios assessed.
Theircombined potential impact under a Fossil-fuelled growth (4.0°C) and Steady path to sustainability
(2.0°C) pathway is outlined below.
Pathway
Financial
impact Short- medium term impact & assumptions Long term impact & assumptions
4.0
O
C
Fossil-fuelled
growth
Low
Physical risks
A 4°C increase in global temperatures would represent a step-change in the
scale of physical climate risks. Extreme weather events — including prolonged
heatwaves, severe droughts, intense storms, and flooding — will likely become
more common and damaging. Such conditions could significantly disrupt
logistics networks, with local distribution operations facing heightened
exposure to weather-related interruptions and infrastructure stress.
Low
Transitional risks
Carbon prices remain relatively stable ($/tCO
2
e) up to 2050 with inconsistent
global implementation. Sectors covered by policies today remain static and
are not expanded
2.0
O
C
Steady path to
sustainability
Low
Physical risks
Local distribution of goods from warehouse to customers is disrupted
asaresult of climate-related weather events
Low
Transitional risks
• Carbon prices increase significantly
overthe next five years, radical action by
governments to reduce emissions, driven
by carbon price mechanisms (incl CBAM),
result in increased number of sectors
covered by policies
• Businesses intrinsically linked to
supporting the fossil fuels sector become
negatively impacted by therate at which
fossil fuels are phased out
• Customers increasingly switch from
non-sustainable products to more
sustainable options. Low-carbon
alternative products progressively increase
market share, supported bypolicy
frameworks including carbonlabelling
• Radical action by governments
to reduce emissions, driven
by carbon price mechanisms.
Carbonprices increase
significantly, with rapid adoption
across developedeconomies

Additional information
160 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
STRATEGY
CONTINUED
a) Describe the climate-related
risks and opportunities (CRROs)
the organisation has identified
over the short, medium and long
term. continued
In FY25, a review of our qualitative
scenario analysis to reassess principal
CRROs was undertaken. There were
no changes to the Group’s CRROs,
and no climate-related risks or
opportunities have been identified
as having a material financial impact
within our short-term horizon. However,
our downstream markets continue
to experience increasing scrutiny of
emissions, heightening the need for
proactive adjustments in our product
portfolio and innovation pipeline.
Failure to adapt to these dynamics
may impact market competitiveness
and reputation, whereas early action
presents opportunities to strengthen
customer relationships and differentiate
our offering.
b) Describe the impact of CRROs
on the organisation’s businesses,
strategy and financial planning
The Group’s financial and operational
planning both take climate scenario
analysis into account. Activities are
integrated into annual and three-year
business cycles across our Sectors and
businesses to manage risks and progress
against our Sustainability Ambitions.
We recognise that all parts of the value
chain are exposed to climate-related
transition and physical risks, though to
varying degrees.
During 2025 we increased the breadth
and depth of data-driven analysis across
our supply chain to better identify and
mitigate emissions intensive activities.
Specifically, we commenced several
initiatives to reduce emissions including:
• encouraging suppliers to use
renewable energy in their operations.
• assessing lower emissions transport
options and frequency of shipments
• utilising alternative raw materials with
alower CO
2
e footprint.
• increasing use of recycled materials
These activities lower our exposure
to rising carbon prices and other
transition risks. Our analysis indicates
that, alongside changing customer
requirements and market conditions,
these measures will help offset the
risksidentified above.
Both capital investment and operating
expenditure requirements necessary
to achieve our 2030 CO
2
e reduction
targets are assessed as part of our
strategic and financial planning. This
ensures that the resources required to
deliver on our commitments are included
and the overall impact on performance
and viability is relatively low.
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios
including a 2°C or lower
temperature scenario.
Our decentralised operating model
significantly enhances our capacity
to respond swiftly and effectively
to evolving market dynamics and
regulatory pressures. Each business
within the Group has the autonomy
to assess its local environment and
make timely, informed decisions. This
empowerment ensures that strategic
actions are not only locally relevant
but also executed with the speed
and flexibility required in today’s
fast-moving markets.
At the same time, all decisions remain
firmly aligned with Diploma’s overarching
strategy, governance framework, and
long-term decarbonisation goals,
ensuring coherence across the Group.
Bycombining local agility with centralised
strategic oversight and support, we are
able to seize opportunities, mitigate risks,
absorb costs and drive growth across
theorganisation.
METRICS
ANDTARGETS
The Group measures and monitors
the following key metrics to drive
performance on climate change and
related environmental matters in areas
both directly controlled and indirectly
across our value chain. Detailed below
are the metrics considered to be
mostmaterial.
a) Metrics used to assess CRROs.
To effectively manage CRROs,
wemonitor and measure several key
metrics. Central to our strategy is the
reduction of absolute GHG emissions
and energy usage, both crucial in
achieving net-zero. Additionally, we
track waste management, recognising
its significance for operational efficiency
and supporting a circular economy, even
though it is not a significant emissions
source. Engaging with suppliers is critical,
as aligning our suppliers with our Scope
3 emissions targets and driving action is
essential to our overall net-zero strategy.

Strategic Report Corporate Governance Financial Statements Additional information
161DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES (TCFD) CONTINUED
METRICS
ANDTARGETS
CONTINUED
b) Disclosure of Scope 1, 2,
and3GHG emissions and
associated risks
Our target is to achieve net zero across
our value chain by 2045. We have a
clear and ambitious set near-term GHG
reduction targets which cover emissions
from our operations, in addition to our
value chain:
Our operations (Scope 1 and 2):
Reduce our absolute Scope 1 and 2
GHG emissions 50% by 2030, from
a FY22 base year (SBTi validated as
1.5°C-aligned)). We have already
surpassed this target for GHG emissions
reduction and will review the target
in2026.
Our value chain (Scope 3): Reduce
absolute Scope 3 GHG emissions by
30% by 2030, from a FY22 base year
(SBTi validated as 1.5°C-aligned).
All Diploma businesses and locations
record data relating to their Scope
1&2 GHG in the Group central data
management system. Scope 3 upstream
emissions are calculated with support
of external consultants. The Groups
2023 and 2024 Scope 1 and 2 GHG
emissions have been assured (limited
assurance) under the Greenhouse Gas
Protocol by LRQA, an independent
assurance provider.
OUR OPINION STATEMENT CAN BE FOUND AT
WWW.DIPLOMAPLC.COM/SUSTAINABILITY/
c) Targets for managing CRROs,
and performance against them
We have established science-based,
near-term targets to ensure that our
emissions reductions are impactful
and aligned with global standards. Our
near-term 2030 goals set a clear path.
For the long term, achieving net zero
by2045 underscores our commitment
to asustainable future.
Our strategy involves continuous
emission reductions across our
operations and supply chain, ensuring
that we are actively addressing
climate-related risks while making
a meaningful contribution to global
carbon reduction efforts. We are
committed to transparent disclosure
and delivering consistent progress
against our goals.
SEE PAGE 41 FOR KEY CLIMATE-RELATED
METRICS

Additional information
162 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
AGM Annual General Meeting
ARGA The Audit, Reporting and Governance
Authority
The Board The Board of Directors of the Company
CAGR Compound annual growth rate
CBAM Carbon border adjustment mechanism
CGU Cash-generating unit
CODM Chief operating decision maker
The Code The UK Corporate Governance Code 2018
The Company Diploma PLC
Consolidated
Financial
Statements
The Financial Statements for the Group for
the year ended 30 September 2025
Constant
Currency
Compares current year’s results with the
prior year’s results translated at the prior
year’s exchange rates
CNC Computer numerical control
CO2e Carbon dioxide equivalent
CRROs Climate-related risks and opportunities
DAS Diploma Australia Seals, a Diploma Seals Sector
business
DEI Diversity, equity and inclusion
DRR Directors’ remuneration report
DVR Delivering Value Responsibly – our
sustainability programme
DICSA Distribuidora Internacional Carmen S.A.U., a
Diploma Seals Sector business
Directors The Directors of the Company
DTRs The Financial Conduct Authority’s Disclosure
Guidance and Transparency Rules
EBT Employee Benefit Trust
EPS Earnings per share
ERP Enterprise resource planning
ESG Environmental, social and governance
EV Electric vehicle
Executive
Directors
The Executive Directors of the Company
FCA Financial Conduct Authority
FRC The Financial Reporting Council
FPS Fluid Power Services Limited, a Diploma
Seals Sector business
GHG Greenhouse gas emissions
GIA General investment accounts
GMM GM Medical Group A/S, a Diploma Life
Sciences Sector business
The Group Diploma PLC and its subsidiaries
IFRS International financial reporting standards
KPI Key performance indicator
LTI Lost time incident
LTIP Long-term incentive plan
MD Managing Director
MRO Maintenance, repair and overhaul
MSR Minimum shareholding requirement
Non-Executive
Directors
The Non-Executive Directors of the
Company
OEM Original equipment manufacturer
PAR Plastic and Rubber Group, a Diploma Seals
Sector business
Peerless Peerless Aerospace Fastener LLC, a Diploma
Controls Sector business
PILON Payment in lieu of notice
PPA Purchase price allocation
PSP Performance share plan
PwC PricewaterhouseCoopers LLP
R&G R&G Fluid Power Group, a Diploma Seals
Sector business
RCF Revolving credit facility
ROATCE Return on adjusted trading capital employed
s172 Section 172 of the Companies Act 2006
SBTi Science-Based Targets initiative
The Scheme The Diploma Holdings PLC UK Pension
Scheme
SMT Senior management team
TCFD Task force on climate-related financial
disclosures
TDC Total direct compensation
T.I.E. Tennessee Industrial Electronics, a Diploma
Controls Sector business
TSR Total shareholder return
VSP Virginia Sealing Products, a Diploma Seals
Sector business
WTW Willis Towers Watson
GLOSSARY

Strategic Report Corporate Governance Financial Statements Additional information
163DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
Registered office address*
Seals
Abbey Hose Company Limited
2
A
AMG (Brighouse) Limited
2
A
AMG Sealing Limited
2
A
Anti Corrosion Technology Pty Limited Y
Aquarius Plastics Ltd
1
A
Century Hose & Couplings Limited
2
A
DICSA America LLC AG
Diploma (Tianjin) Trading Co. Limited S
Distribuidora Internacional Carmen, S.A.U. AF
Distribuidora Internacional Carmen SRL AH
Exeter Hose & Hydraulics Limited
3
A
Fast Gaskets and Parts Limited
2
A
Fitt Management Pty Limited Y
Fitt Resources Pty Limited Y
Fitt Trading Pty Limited Y
Fluid Power Services Limited
2
A
FPE Seals B.V. J
FPE Seals Limited
2
A
Gaskets, Packings & Seals Enterprises, LLC AI
GHS Limited
3
A
Global Hydraulic Services Limited
2
A
Haagensen A/S AQ
HB Sealing Products, Inc. D
HB Sealing Products Limited O
Hedley DMB Limited
2
A
Hedley Hydraulics (Holdings) Limited
2
A
Hedley Hydraulics Limited
2
A
Henry Gallacher Limited
2
A
Hydraproducts Limited
2
A
Hydraulic Megastore Limited
1
A
Hydraulic & Offshore Supplies Limited
2
A
Hyphose Limited
2
A
Registered office address*
Industrial Hose & Pipe Fittings Limited
2
A
Integraflex Limited
2
A
Lancashire Hose and Fittings Limited
2
A
Lantech Solutions Limited
2
A
Merseyflex Limited
2
A
Millennium Coupling Company Limited
2
A
Millennium Engineering (2012) Limited
2
A
Mountford Rubber & Plastics Limited
1
A
M Seals AB
(90% owned)
L
M Seals A/S
(90% owned)
K
M Seals UK (Engineered Seals Division) Limited
2
A
M Seals UK (Technical Distribution) Limited
2
A
North Devon Hose & Hydraulics Limited
2
A
One Stop Fluid Power Limited
2
A
Pearson Hose & Hydraulics Limited
3
A
Pearson Hydraulics Limited
2
A
Plastic and Rubber Group Holdings Limited
2
A
Plastic and Rubber Group Limited
2
A
PTFEFLEX Ltd
2
A
PumpNSeal Australia Pty Limited AU
R&G Bidco No1 Limited
2
A
R&G Fluid Power Group (Hydraulics Division) Limited
2
A
R&G Investments Limited
2
A
RTD Seals Corp. C
Rubberlast Group Limited
2
A
Rubberfast Limited
2
A
Somerset Hose & Hydraulics Limited
2,4
A
TotalSeal Group Australia Pty Limited Q
Valves Online Limited
2
A
VSP Tech, Inc. C
1 Dormant company.
2 These subsidiaries, which are incorporated in England, are exempt from
the requirements of the UK Companies Act 2006 relating to the audit of
individual accounts by virtue of section 479A of the Act, with Diploma PLC
providing the relevant guarantee.
3 Company will be dissolved in FY26.
4 Company changed name to Flexicon Industrial Supplies Limited on 30
October 2025.
All subsidiaries are wholly owned, except where otherwise indicated.
All subsidiaries are owned through ordinary shares.
* Registered office address shown on page 165.
SUBSIDIARIES OF DIPLOMA PLC

Additional information
164 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
SUBSIDIARIES OF DIPLOMA PLC CONTINUED
Registered office address *
Controls
Ascome SARL M
Astro Industries, Inc. AR
Cablecraft Limited
1
A
Cabletec Interconnect Component Systems Limited
1
A
Clarendon Specialty Fasteners GmbH V
Clarendon Specialty Fasteners (Asia) Limited U
Clarendon Specialty Fasteners, Inc. B
Clarendon Specialty Fasteners Limited
2
A
Filcon Electronic GmbH H
FS Cables Limited
1
A
FSC Global Limited
1
A
Glueline Limited
1 & (95% owned)
A
Gremtek GmbH
1
I
I.S. Group (Europe) Limited
1
A
IS Motorsport, Inc. C
IS-Rayfast Limited
2
A
Krempfast Limited
2
A
LJR Electronics, LLC AD
M-Tec Limited
1 & (95% owned)
A
Peerless Aerospace Fastener LLC AM
Peerless (Beijing) Aerospace Fastener Commercial and
Trading Co. Ltd AN
Rayfast s.r.o. AT
Shoal Group Limited
2
A
Sommer GmbH G
Specialised Wiring Accessories Limited
2
A
Techsil GmbH G
Techsil Limited
2 & (95% owned)
A
Tennessee Industrial Electronics, LLC AJ
The Parker Group, Inc. AK
Viking Conversions Limited
2 & (95% owned)
A
Viking Industrial Products Limited
2 & (95% owned)
A
Windy City Wire Cable & Technology Products, LLC W
Registered office address *
Life Sciences
Abacus dx Limited R
Abacus dx Pty Limited P
Accu-Science Ireland Limited AC
Acernis Medical Inc. N
Alpha Laboratories Limited A
Aspire Surgical Pty Limited AV
Big Green Surgical Company Pty Limited AV
Big Green Surgical NZ Limited R
Diagnostic Solutions Pty Limited P
Electramed Limited AW
GM Medical Oy AP
Kungshusen Medicinska AB AA
Medilink Services (NI) Limited
2
AB
Simonsen and Weel AB X
Simonsen and Weel A/S Z
Simonsen and Weel AS AO
Somagen Diagnostics Inc. F
Sphere Surgical Pty Limited AV
Techno-Path (Distribution) Limited T
Registered office address *
Intermediate holding companies
Diploma Asia Holdings Limited
2
A
Diploma Australia Healthcare Pty Limited AV
Diploma Australia Holdings Limited
2
A
Diploma Australia Seals Pty Limited Y
Diploma Canada Healthcare Inc. F
Diploma Canada Holdings Limited
2
A
Diploma Europe Holdings Limited A
Diploma Holding Germany GmbH G
Diploma Holdings, Inc. C
Diploma Holdings PLC A
Diploma Iberia Holdings, SL AL
Diploma LATAM Holdings Limited
2
A
Diploma One Limited
1
A
Diploma Overseas Limited A
Diploma Two Limited
1
A
Diploma UK Holdings Limited
2
A
Diploma US Trading Corp. AS
M Seals UK Limited
2
A
Newlandglebe Limited
2
A
R&G Fluid Power Group Limited
2
A
R&G Fluid Power Holdings Limited
2
A
Techsil Group Holdings Limited
2 & (95% owned)
A
Techsil Holdings Limited
2 & (95% owned)
A
Williamson, Cliff Limited
2
A
1 Dormant company.
2 These subsidiaries, which are incorporated in England, are exempt from
the requirements of the UK Companies Act 2006 relating to the audit of
individual accounts by virtue of section 479A of the Act, with Diploma PLC
providing the relevant guarantee.
All subsidiaries are wholly owned, except where otherwise indicated.
All subsidiaries are owned through ordinary shares.
* Registered office address shown on page 165.

Strategic Report Corporate Governance Financial Statements Additional information
165DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
SUBSIDIARIES OF DIPLOMA PLC CONTINUED
Registered office address:
A 10-11 Charterhouse Square, London, EC1M 6EE, UK.
B 2180, Temple Avenue, Long Beach, California, 90804, USA.
C 919 North Market Street, Suite 950, Wilmington, DE
19801, USA.
D 420 Park Place Blvd, STE 100, Clearwater, FL 33759, USA.
E 4505 Pacific Highway East, Suite C2, Fife, WA 98424-
2638, USA.
F 9220, 25 Avenue, Edmonton, Alberta, T6N 1E1, Canada.
G Kraichgaustrasse 5, D-73765, Neuhausen, Germany.
H Rotwandweg 5, D-82024, Taufkirchen/München, Germany.
I 20-24 Robert Bosch Strasse, 25451 Quickborn, Germany.
J Industrieterrein Dombosch 1, Elftweg 38, 4941 VP
Raamsdonksveer, the Netherlands.
K Bybjergvej 13, DK 3060, Espergaerde, Denmark.
L Industrivagen 17, SE-302, 41 Halmstad, Sweden.
M 58 Rue du Fosse Blanc, 92230 Gennevilliers, France.
N 333 Bay St., Suite 2400, Toronto, Ontario M5H 2T6, Canada.
O 226 Lockhart Road, Barrie, Ontario, L4N 9G8, Canada.
P 34, Corporate Drive, Cannon Hill, Brisbane, Queensland,
4170, Australia.
Q 72 Platinum Street, Crestmead, Queensland, 4132, Australia.
R 30B, Vestey Drive, Mount Wellington, Auckland, 1060,
New Zealand.
S 18 Fuyuan Road, Wuqing Development Area,
Tianjin,China.
T Fort Henry Business Park, Ballina, Co. Tipperary, Ireland.
U Unit 1706 Bangna Tower A, 17th Floor, 2/3, Debaratana
Road, Bangkaew, Bangplee, Samutprakarn, 10540
Bangkok, Thailand.
V Kriegackerstrasse 32, 72469 Messtetten, Germany.
W 386 Internationale Drive Suite H Bolingbrook,
IL60440,USA.
X Sotra Avagen 21, 436 34, Askim, Mölndal, Sweden.
Y 27 Awaba Street, Lisarow NSW 2250, Australia.
Z Vejleåvej 66, 2635 Ishøj, Denmark.
AA Kikarvägen 14, 647 35 Mariefred, Sweden.
AB 81 Sydenham Road, Belfast, Antrim, BT3 9DJ.
AC Unit C3, M7 Business Park, Newhall, NAAS Kildare, Ireland.
AD 2072 Byers Rd, Miamisburg, OH, 45342-1167, USA.
AE 3/13 Selhurst St, BRISBANE QLD 4108, Australia.
AF Polígono Industrial Alcalde Caballero, calle Virgen del
Buen Acuerdo, s/n, Zaragoza, 50014, Spain.
AG 2875 NE 191 STREET, STE 302, Aventura, Florida,
33180,USA.
AH 1179, Via Emilia Ovest, Modena (MO), CAP 41123, Italy.
AI 2323 Garfield Ave, Parkersburg, West Virginia, 26101, USA.
AJ Corporate Trust Centre, 1209 Orange Street,
Wilmington, New Castle, Delaware, 19801, USA.
AK 44810 Vic Wertz Drive, Clinton Township, Michigan,
48036, USA.
AL 112, Principe De Vergara, Madrid, 28002, Spain.
AM 141, Executive Blvd, Farmingdale, New York, 11735, USA
AN Suite 1002, No. 1, No. 36 Xiaoyun Road, Chaoyang
District, Beijing, China
AO c/o Christian Nordhaug, Gronlivegen 29, Tromso,
9007,Norway
AP 9, Mäkituvantie, 01510, Finland
AQ 6, Hejrevang, Allerod, 3450, Denmark
AR 4403 Dayton-Xenia Road, Dayton, OH 45432, USA
AS 131, Continental Drive Suite 301, Newark, Delaware,
19713, USA
AT 2407, Obrovského, Chodov, Prague 4, 141 00,
CzechRepublic
AU 5, Innovation Circuit, Wangara, Western Australia,
6065,Australia.
AV Level 3, 369 Royal Parade, Parkville, Melbourne, Victoria,
3052, Australia
AW Unit A2 Airside Enterprise Centre, Airside Business Park,
Swords Co. Dublin, K67EC56

Additional information
166 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
ALTERNATIVE PERFORMANCE MEASURES
Measure
Closest UK-adopted
IAS measure Definition and reconciliation Purpose
Organic
growth
Reported
revenue
increase
Organic growth strips
out the effects of the
movement in exchange
rates and of acquisitions
and disposals.
Allows users of the
accounts to gain
understanding of
how the Group has
performed on a
like-for-like basis,
excluding the effects
of exchange rates
and of acquisitions
and disposals.
Adjusted
operating
profit
Operating
profit
Statutory operating
profitexcluding separately
disclosed items and can
be found on the face
of the Consolidated
Income Statement in the
Adjustedcolumn.
Adjusted operating
profit is a key
performance
measure for
the Executive
Directors’ annual
bonus structure
and management
remuneration.
It also provides
all stakeholders
with additional
useful information
to assess the
year-on-year trading
performance of the
Group.
Measure
Closest UK-adopted
IAS measure Definition and reconciliation Purpose
Adjusted
operating
margin
Operating
profit divided
by revenue
Adjusted operating profit/
loss divided by revenue.
Adjusted operating
margin is ameasure
used to assess
and compare
profitability.
It also allows for
ongoing trends
and performance
of the Group to
be measured by
the Directors,
management
and interested
stakeholders.
Adjusted
earnings per
share
Basic earnings
per share
Adjusted earnings (being
adjusted profit after tax
attributable to equity
shareholders) for the period
attributable to shareholders
of the Group divided by the
weighted average number
of shares in issue, excluding
those held in the Employee
Benefit Trust which are
treated as cancelled.
A reconciliation of statutory
profit to adjusted profit
for the purpose of this
calculation is provided
within the notes to the
consolidated financial
statements.
Adjusted earnings
per share is widely
used by external
stakeholders,
particularly in
the investment
community.

Strategic Report Corporate Governance Financial Statements Additional information
167DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Measure
Closest UK-adopted
IAS measure Definition and reconciliation Purpose
Return on
adjusted
trading
capital
employed
(ROATCE)
Operating
profit divided
by net assets
Pro forma adjusted
operating profit (being
the annualised adjusted
operating profit including
that of acquisitions and
disposals) divided by
adjusted trading capital
employed. Adjusted
trading capital employed is
reported as being trading
capital employed plus
goodwill and acquisition
related charges previously
written off (net of deferred
tax on acquisition intangible
assets) and retranslated
at the average exchange
rates that are consistent
with the proforma adjusted
operating profit.
ROATCE gives an
indication of the
Group’s success
in creating value
for shareholders
and is an element
of a performance
measure for the
Executive Directors’
remuneration.
Free cash
flow
Net cash
generated
fromoperating
activities
The cash flow equivalent of
adjusted profit after tax.
Free cash flow
allows us and
external parties to
evaluate the cash
generated by the
Group’s operations
and is also a key
performance
measure for
the Executive
Directors’ annual
bonus structure
and management
remuneration.
Measure
Closest UK-adopted
IAS measure Definition and reconciliation Purpose
Net debt Borrowings
less cash
Cash and cash equivalents
(cash overnight deposits,
other short-term deposits)
offset by borrowings which
compose of bank loans,
excluding lease liabilities.
Net debt is the
measure by
which the Group
and interested
stakeholders
assesses its
level of overall
indebtedness.
Earnings
Before
Interest and
Tax plus
Depreciation
and
Amortisation
(EBITDA)
Operating
profit
EBITDA is calculated
by taking adjusted
operating profit, adding
back depreciation and
amortisation, removing the
impact of IFRS 16 (leases),
removing the adjusted
operating profit or loss
attributable to minority
interest and annualised for
acquisitions and disposals
made during the year.
EBITDA is used as
a key measure to
understand profit
and cash generation
before the impact of
investments (such as
capital expenditure
and working capital).
It is also used to
derive the Group’s
gearing ratio.
Leverage No direct
equivalent
The ratio of net debt to
EBITDA over the last 12
months (with net debt
translated at the average
exchange rates that are
consistent with EBITDA).
The leverage ratio
is considered a key
measure of balance
sheet strength and
financial stability
by which the Group
and interested
stakeholders assesses
its financial position.

Additional information
168 DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025
FIVE YEAR RECORD
Year ended 30 September
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Revenue 1,524.5 1,363.4 1,200.3 1,012.8 787.4
Adjusted operating profit 342.7 285.0 237.0 191.2 148.7
Net interest and similar charges (27.3) (2 7.0) (20.4) (11.6) (6.8)
Adjusted profit before tax 315.4 258.0 216.6 179.6 141.9
Acquisition related and other charges
1
(59.0) ( 7 7.6) (53.7) (46.9) (44.4)
Acquisition related finance charges,net (8.1) (3.8) (7. 3) (3.2) (0.9)
Profit before tax 248.3 176.6 155.6 129.5 96.6
Tax expense (62.8) (46.6) (37. 3) (34.1) (26.9)
Profit for the year 185.5 130.0 118.3 95.4 69.7
Capital structure
Equity shareholders’ funds 989.7 888.0 895.6 662.0 536.3
Minority interest 4.5 6.7 6.4 6.2 4.7
Add/
(deduct): cash and cash equivalents (81.7) (55.5) (62.4) (41.7) (24.8)
cash and cash equivalents
held in disposal group — (4.7) — — —
borrowings 381.1 479.8 317.1 370.6 206.2
retirement benefit (asset)/
obligations, net (1.7) (1.5) (6.5) (6.4) 4.9
net acquisition related
liabilities
2
24.7 23.6 19.6 29.6 23.7
deferred tax, net 35.2 48.6 58.4 38.2 21.9
Trading capital employed 1,351.8 1,385.0 1,228.2 1,058.5 772.9
Add: historic goodwill and acquisition
related charges, net of deferred tax 309.6 308.0 189.4 99.6 129.6
Year ended 30 September
2025
£m
2024
£m
2023
£m
2022
£m
2021
£m
Adjusted trading capital employed 1,661.4 1,693.0 1 ,417.6 1.158.1 902.5
Net change in net debt/funds 136.7 (185.6) 69.6 (113.8) (395.5)
Cash reclassified to assets held for sale — (4.7) — — —
Add: dividends paid 80.9 77. 2 70.8 56.4 53.2
acquisition of businesses
(including minority interests),
net of disposals 29.6 311.0 255.3 117.8 450.5
proceeds from issue of
share capital, net of fees — — (231.9) — 0.6
Free cash flow3 247.2 197.9 163.8 120.4 108.8
Per ordinary share (p)
Basic earnings 137.9 96.5 90.8 76.1 56.1
Adjusted earnings
4
176.0 145.8 126.5 107.5 85.2
Free cash flow
3
184.4 147.7 126.3 96.7 87.4
Dividends 62.3 59.3 56.5 53.8 42.6
Total shareholders’ equity
5
737.6 662.2 668.2 531.2 430.5
Dividend cover
6
2.8 2.5 2.2 2.0 2.0
Ratios % % % % %
Return on capital adjusted trading
capital employed (ROATCE)
7
20.9 19.1 18.1 17. 3 17.4
Adjusted operating margin 22.5 20.9 19.7 18.9 18.9
1 Acquisition related and other charges comprise the amortisation and impairment of acquisition intangible assets, acquisition
related expenses, fair value adjustments to inventory acquired through acquisitions recognised in cost of inventories sold,
deferred remuneration costs related to acquisitions, adjustments to deferred consideration, profits/losses on disposal of
businesses and other one-off costs.
2 Net acquisition related liabilities comprise amounts payable for the future purchases of minority interests, deferred
consideration and acquisition related receivables.
3 Free cash flow is defined in note 29 to the consolidated financial statements. Free cash flow per share is the free cash
flow balance divided by the weighted average number of ordinary shares in issue during the year.
4 Adjusted earnings per share is calculated in accordance with note 9 to the consolidated financial statements.
5 Total shareholders’ equity per share has been calculated by dividing total shareholders’ equity by the number of
ordinary shares in issue at the year end.
6 Dividend cover is calculated on adjusted earnings as defined in note 29 to the consolidated financial statements.
7 ROATCE represents adjusted operating profit, before acquisition related and other charges (adjusted for the full year
effect of acquisitions and disposals), as a percentage of adjusted trading capital employed. Trading capital employed
and adjusted trading capital employed are calculated as defined in note 29 to the consolidated financial statements.

Strategic Report Corporate Governance Financial Statements Additional information
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
Announcements (Provisional dates)
Q1 Trading Update released 14 January 2026
Annual General Meeting (2026) 14 January 2026
Half Year Results announced 19 May 2026
Q3 Trading Update released 16 July 2026
Preliminary Results announced 17 November 2026
Annual Report and Accounts posted to shareholders 4 December 2026
Annual General Meeting (2027) 13 January 2027
Dividends (provisional dates)
Interim announced 19 May 2026
Paid June 2026
Final announced 17 November 2026
Paid (if approved) January/February 2027
ADVISORS
Corporate Stockbrokers
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Morgan Stanley
25 Cabot Square
London E14 4QA
Independent auditor
PricewaterhouseCoopers LLP
1 Embankment Place
London WC2N 6RH
CONTACT DETAILS
Annual Report and Accounts
Copies can be obtained from the Group
Company Secretary at the address
shown opposite.
Share Registrar
Computershare Investor Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
T: 0370 7020010
The Registrar’s website for shareholder
enquiries is:
www.computershare.co.uk
Shareholders’ enquiries
If you have any enquiry about the
Company’s business or about
something affecting you as a
shareholder (other than questions
dealt with by Computershare Investor
Services PLC) you are invited to contact
the Group Company Secretary at the
address shown below.
Group Company Secretary
andRegistered Office
Anna Lawrence
10–11 Charterhouse Square
London EC1M 6EE
T: 020 7549 5700
Registered in England and Wales,
number 3899848.
YOU CAN FIND OUR LATEST
INFORMATION ON OUR WEBSITE
WWW.DIPLOMAPLC.COM
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10–11 Charterhouse Square
London EC1M 6EE
T +44 (0)20 7549 5700
www.diplomaplc.com
DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025

DIPLOMA PLC ANNUAL REPORT AND ACCOUNTS 2025