Annual Report 2023
Accelerating
better world
growth

The essence of IMI
Who we are
A global specialist engineering company
that creates breakthrough solutions. We
are curious and like to solve problems,
partnering with our customers to meet
thedemands of today and prepare for
thechallenges of tomorrow. We embrace
innovation and care about outcomes that
are good for business, everyday life and
making a better world – creating lasting
impact for everyone.
What we do
We design, build and service highly
engineered products in fluid and motion
control applications. We focus on five
market sectors: Process Automation,
Industrial Automation, Climate Control,
Life Science & Fluid Control and Transport.
Some customer problems require
complex, precision solutions, others
call for immediacy: what stays constant
is our drive for customer satisfaction.
How we do it
Our partnership approach breaks
throughproblems and reduces
complexity. Wedon’t invent in isolation
– we collaborate with our customers.
Welisten closely and we think differently,
creating space for diverse minds to
innovate. Weare working together to
make businesses safer, more sustainable
and more productive. This is how we
create lasting value for our customers
andfor us.
IMI plc Annual Report 2023
Our purpose
Breakthrough
engineering for
a better world

Strategic Report
Strong performance across the business 02
Our purpose-driven strategy 04
Our operations 06
Unlocking the hydrogen economy
ofthefuture 08
Chair’s letter 10
Investment case 11
Chief Executive Officer’s review 12
Our business model and strategy 14
Operational and sector reviews 16
Key performance indicators 28
Financial review 30
Our stakeholders 38
S.172 statement 42
Creating a better world 44
Sustainability at a glance 46
Empowering people 48
Sustainable solutions 52
Climate action 56
Task Force on Climate-related Financial
Disclosures assessment 61
Responsible business 82
Non-financial and sustainability
informationstatement 86
Risk management 88
Viability statement 100
Going concern 101
Corporate Governance
Governance at a glance 102
Chair’s Governance Letter 104
Board of Directors 106
Executive Committee 109
Corporate Governance Report 112
Nomination Committee Report 123
Audit Committee Report 130
Remuneration Committee Report 136
Directors’ Remuneration Policy Report 138
Annual Directors’ Remuneration Report 146
Directors’ Report 168
Statement of directors’ responsibilities
inrespect of the Annual Report and
thefinancial statements 172
Financial Statements
Independent Auditor’s Report to the
members of IMI plc 173
Primary statements 183
Notes to the consolidated
financial statements 188
Subsidiary undertakings 264
Five-year summary 269
Shareholder and general information 271
In this report
1
Strategic Report
Corporate Governance
Financial Statements

Financial highlights Financial
Revenue
£2,196m
7% (2022: £2,049m)
Adjusted operating margin
18.7%
Statutory operating margin
14.5%
90bps (2022: 17.8%) 10bps (2022: 14.6%)
Adjusted profit before tax
£387m
Statutory profit before tax
£302m
12% (2022: £346m) 6% (2022: £285m)
Adjusted basic earnings per share
116.8p
Statutory basic earnings per share
91.5p
11% (2022: 105.5p) 4% (2022: 87.6p)
Strong performance
across the business
Accelerating better world growth through
Strategic highlights
– 7% sales growth, 12% adjusted profit before tax growth
– Adjusted basic earnings per share were 11% higher than 2022
– Complexity reduction programme delivered £20m benefits
– Adjusted operating margin up 90bps to 18.7%
– Statutory profit before tax increased by 6%
– Significant growth in operating cash flow to £366m (2022: £290m)
– Return on invested capital increased to 13.1% (2022: 12.7%)
– Record Process Automation order book provides
momentuminto2024
– Proposed final dividend of 19.2p, increased by 10%
– Re-entered FTSE 100 after nine years
– Business structure aligned to key sectors to accelerate growth
– Doubled hydrogen orders across IMI to £15m
– Heatmiser launched in Germany and France
– New branding and values unifying the Group
IMI plc Annual Report 2023
2

Financial
Revenue
£2,196m
7% (2022: £2,049m)
Adjusted operating margin
18.7%
Statutory operating margin
14.5%
90bps (2022: 17.8%) 10bps (2022: 14.6%)
Adjusted profit before tax
£387m
Statutory profit before tax
£302m
12% (2022: £346m) 6% (2022: £285m)
Adjusted basic earnings per share
116.8p
Statutory basic earnings per share
91.5p
11% (2022: 105.5p) 4% (2022: 87.6p)
Non-financial
Total recordable incident frequency rate
0.44
26% (2022: 0.35)
CO
2
intensity
1.98
-5% (2022: 2.09)
Employee engagement
77%
3% (2022: 80%)
Women in management
22%
(2022: 22%)
3
Strategic Report
Corporate Governance
Financial Statements

Our purpose-driven
strategy
Accelerating better world growth through
4
IMI is a global specialist engineering
company creating breakthrough
solutions to improve lives. We design,
manufacture and service highly
engineered products in fluid and
motion control applications. We
continuously create value through a
focus on industry-leading customer
service, market-led innovation and
complexity reduction.
What sets us apart is our close
customer partnerships. We immerse
ourselves in our customers’ challenges
to drive safety, sustainability and
productivity. Combining our deep
engineering knowledge with our
applications expertise, we develop
solutions that accelerate better
worldgrowth.
Read more on pages 16 to 27
IMI plc Annual Report 2023

5
Strategic Report
Corporate Governance
Financial Statements
Our
purpose
Our
strategy
Sustainability
We focus on supporting
thesustainability goals
ofour customers, as well
asensuring we improve
oursustainability through
our ESG initiatives.
Always care
We are attentive to the
needs of our customers, our
employees and the planet.
We put their welfare and
wellbeing ahead of all other
priorities. We always do the
right thing. We are one big
team – we act as a team
andlook out for each other.
We listen, we empathise,
weunderstand and we act.
We show we care in all we do.
Customer satisfaction
We provide world-class
engineering expertise
andexcellent customer
service. We have deep
applications knowledge
andknow-how. We have
market-leading brands.
We combine our deep engineering knowledge with strong
applications expertise to develop solutions for the most acute
industry problems. We help our customers become safer,
more sustainable, and more productive.
Breakthrough
engineering for
abetter world
Talent and engagement
Developing and retaining our
key people and attracting
high-quality, diverse talent,
aswell ashaving a highly
engaged workforce, enables
us to deliver excellent service
to ourcustomers.
Be curious
On our path towards a
betterworld, we are always
questioning how things are
and seeking solutions for how
things could be. Our curiosity
fuels our innovative drive.
Westrive to go beyond the
obvious. We dare to ask “Why
not?” and “What if?” andare
energised by our search for
the answers.
Market-led innovation
We solve acute customer
problems by developing
innovative new products and
solutions. We work in teams
torapidly validate the problem,
create the solution and test
customer willingness to pay.
We build scalable operation
processes to deliver quality
products on time to customers.
Digital
We actively develop connected
products and digital tools to
improve our value and service
tocustomers.
Create impact
We build a better world by
bringing the best of who we
are; we make things better
forothers. We make space for
change to happen. We find
ways to simplify the complex.
We seek out challenges and
opportunities, and use our
expertise to create valuable
outcomes. We are ambitious
anddrive positive growth.
Complexity reduction
We continue to simplify
andimprove our global
manufacturing footprint and
demonstrate a resilient supply
chain to support our customers.
Pillars
Enablers
Our
values

Our operations
Accelerating better world growth through
IMI’s geographical presence
A
Europe 43%
B
Americas 30%
C
Asia Pacific 22%
D
Middle East & Africa 5%
Our commitment
to global growth
Launched the Active
Controls range of
products, including
ourAirInfinity pipettor,
drastically reducing design
complexity for OEM
customers – Switzerland
High-speed cylinder
solution to enhance
BMX rider safety –
Rockford, USA
Largest field service
order in our history
toarefinery – UAE
Process Automation
Life Technology
Expansion into Suzhou
manufacturing facility,
withnew lines built
toaccommodate
newTransport OEM
pipeline – China
A
B
C
D
Revenue by
geography
IMI plc Annual Report 2023
6

Automation
Platform overview
We help our customers to operate their industrial plant,
manufacturing, and warehouse operations more efficiently,
safely and sustainably. We engineer smart solutions for
production lines, flow control components for severe,
high-temperature and high-pressure environments and
new decarbonisation technologies.
Our sectors
Process Automation
We engineer solutions to enhance the efficiency,
sustainability and safety of severe service applications,
including oil and gas, power and marine. Our products
improve plant operations and process safety, by protecting
people and assets from pressure surges and curbing
greenhouse gas emissions. We are also creating sustainable
solutions that contribute to a cleaner energy supply.
Industrial Automation
We create solutions for our customers which enable
smarter, safer, more productive and sustainable factories,
production lines and warehouse operations. Our pneumatic
and electric motion systems help machine builders and
endusers around the world automate and optimise
manufacturing and warehousing processes.
Life Technology
Platform overview
We engineer solutions to help our customers create
abetter world. Our technology and expertise enable
everything from cleaner air in transportation to reduced
energy use in buildings, and from life-saving medical
equipment to smarter, more sustainable agriculture.
Our sectors
Climate Control
We create innovative solutions to help our customers
optimiseheating and cooling systems, reduce energy use and
improve building comfort. Our valves, actuators and digitally
connected products curb our customers’ carbon footprints,
save money on energy bills and create greener buildings.
Life Science & Fluid Control
We develop innovative solutions that empower our Life
Sciences customers to diagnose disease earlier and provide
highly-tailored, patient-focused critical care. In Fluid Control,
our solutions accelerate the safety, reliability and performance
of everyday commodities inhighly diverse end markets.
Transport
We are at the heart of progress in making cleaner, safer
andmore efficient commercial vehicles, and advancing zero
emissions transport. Our solutions help our customers to
improve fuel economy, reduce emissions and enhance safety
and driver comfort. We are also developing new technologies
to support zero-emissions vehicles.
Our platforms and sectors
Our new operating
structure
We have restructured our
business into two platforms,
Automation and Life Technology
– focused on five major
marketsectors.
Sales synergies
Accelerating selling of
thecomplete product
portfolio, more
effectiveutilisation
ofourengineering
resources towards the
bestopportunities.
Benefits
Greater opportunities
toharness creativity and
innovation, share best
practices, poolresources,
avoid duplication,
leveragetalent and
expandmarket
sectorknowledge.
19.1%
(2022: 18.1%)
Adjusted operating margin
£1,350m
(2022: £1,248m)
Revenue by platform
15.0%
(2022: 15.1%)
Statutory operating margin
18.1%
(2022: 17.3%)
Adjusted operating margin
£846m
(2022: £801m)
Revenue by platform
13.7%
(2022: 13.7%)
Statutory operating margin
7
Strategic Report
Corporate Governance
Financial Statements

Accelerating better world growth through
Unlocking the
hydrogeneconomy
ofthefuture
Green hydrogen, produced
through electrolysis with a
renewable electricity source,
hasakey role to play in global
decarbonisation. It has been
identified as an energy source for
the future, especially for mobility,
transport andheavy industries,
from refineries to chemical
companies. Hydrogen and other
low-emission alternative fuels are
expected to make a significant
contribution toenergy supply by
2050, and we are helping to build
the hydrogen economy of
tomorrow. Across different IMI
sectors and at every stage of the
hydrogen value chain–
fromproduction, storage,
transportation and distribution
toitsuse and application – we
aredeveloping transformative
solutionsfor our customers.
IMI plc Annual Report 2023
8

Zero-emission fuel cell vehicles,
powered by hydrogen, are an
exciting growth area for IMI.
Ourhigh-flow, motorised fluid
control valves are already being
used in fuel cell technology for
thecommercial vehicle market –
from local bus systems to trucks.
These innovative components
control the thermal dynamics and
flow of gases going into a cell,
enabling greater energy generation.
Thermal management of fuel cells
isparticularly important to the
performance of hydrogen vehicles
because a fuel cell needs to be
keptat the right temperature to
maximise fuel efficiency. Unlike
traditional engines, they are much
more sensitive to temperature
changes, with colder weather
significantly limiting driving range.
We have been applying our
expertise and technology, and
partnering with our customers
toevolve our solutions, enabling
them to develop more efficient
androbust fuel cells of the future,
that all helps advance the green
hydrogen economy of tomorrow.
We are using our ingenuity and
expertise in fluid control valves
to support safer, more reliable
green hydrogen storage and
refuelling station infrastructure.
Our products help designers
and refuelling station OEMs
overcome the challenges of
ahigh-pressure application
andachieve regulations such
asthe Transportable Pressure
Equipment Directive (TPED)
certification with a safe,
reliablesolution. For example
our unique thermal pressure
relief device valve, operates
viamelting at the required
temperature without a vial of
fluid and helps offer a solution
for providing availability of green
hydrogen for transportation.
Our customisable IMI VIVO Proton
Exchange Membrane (PEM)
electrolysers transform water into
green hydrogen using renewable
electricity. We also manufacture
low-pressure hydrogen storage
vessels and offer a real-time digital
dashboard for remote monitoring
and diagnostics, preventive and
predictive maintenance. In 2023,
we successfully delivered and
installed complete hydrogen
production, storage and
monitoring systems for two
pilotresearch projects in the UK.
TheUniversity of Sheffield, for
example, deployed our solutions
to study how green hydrogen
canproduce renewable synthetic
fuels to reduce aviation emissions.
Thisyear, we gained orders for
another pilot research project
inGermany and made further
strategic progress with our
firsttwo orders for industrial
applications, one in Europe and
the other in the Asia Pacificregion.
£11m
IMI VIVO orders to date
>5,000
Hydrogen fuel cell vehicles
with our products on board
9
Strategic Report
Corporate Governance
Financial Statements
Process
Automation
Transport
Fluid
Control

Evidence of the significant value we are
creating for all our stakeholders is clear,
with adjusted basic earnings per share
now 60% higher than 2019, and it was
pleasing to see IMI return to the FTSE 100.
In July 2023, we announced a new
business structure. This organises the
Group around five better world sectors
with global mega-trends that will support
our sustainable, profitable growth.
The Board
I will soon have served as Chair of IMI for
nine years and will, therefore, be stepping
down from the Board on 31 December
2024. As announced on 30 January 2024,
Jamie Pike will join as Chair of the Board
and Nomination Committee, with effect
from 1 January 2025. In order to ensure an
orderly succession, I will seek re-election at
the AGM on 9 May 2024 and plan to step
down from the Board at the end of2024.
Having served on the Board since 2015,
Isobel Sharp will step down as a non-
executive director and Chair of the Audit
Committee on 31 August 2024. On behalf
of the Board, I would like to express our
thanks for her valuable contribution to IMI.
We were delighted to welcome Jackie
Callaway to the Board as a non-executive
director in July 2023. Jackie has joined
theNomination Committee and the
AuditCommittee.
Jackie will be appointed as Chair of the
Audit Committee on 1 September 2024.
Culture, values and people
I am incredibly proud of the inclusive,
collaborative and commercial culture
atIMI. Meeting with our employees
throughout the year, it is clear to see
howour unique culture, the way we
workand our unifying purpose have made
significant contributions to our strategic
and financial progress. I am delighted to
report that employee engagement levels
remained high during 2023. For further
information, please see page 48.
During the year, the Board considered and
approved IMI’s new values, which better
reflect our business. In 2023, weundertook
extensive research to help shape our
approach to culture, purpose, values and
brand alignment, which was led by the
Executive Committee. For further
information, please see page 43.
On behalf of the Board, I would like to thank
all our employees for their contribution to
delivering our strong performance this year.
We are proud to employ the best people.
The significant progress that we have
made in the year would not have been
possible without their continued hard
work and commitment.
Creating value – for all
We consider the interests of all our
different stakeholder groups in our
decision-making, each with different
expectations and priorities – whether they
are employees, customers, our wider
communities, or our investors. For more
information about our stakeholders and
our Section 172(1) statement, please go
topages 38 and42, respectively.
Dividend
The Board is recommending a 2023 final
dividend of 19.2p per share (2022: 17.4p per
share). Payment will be made on 17 May
2024 to shareholders on the register at the
close of business on 5 April 2024.
Reflections
It has been an honour and a privilege to
serve as Chair of your company for the
past nine years. We have made significant
strategic progress during this period, and I
have full confidence that the Group is well
placed to continue creating value for all
our stakeholders.
I would like to express my sincere
gratitude to my Board colleagues and
everyone at IMI for their support during
my time as Chair. I wish you all much
success in the future.
Lord Smith of Kelvin
Chair
Chair’s letter
Accelerating better
world growth
It has been four years since we launched our
purpose-led strategy and I am very pleased with the
considerable progress made in the year. Our focus
on customer satisfaction, complexity reduction and
market-led innovation is accelerating betterworld
growth and creating value forall our stakeholders.
Lord Smith of Kelvin, Chair
IMI plc Annual Report 2023
10

Investment case
Compounding sustainable profitable growth
Purpose-led strategy
Delivering improved margins and
sustainable, profitable growth
Strong balance sheet
Offering strategic flexibility whilst maintaining financial discipline
Attractive growth markets
Aligning the Group to markets supported by global macro-trend with our better world purpose
Our sustainable solutions
Enabling the energy efficiency,
sustainability and safety of
ourcustomers
Through-cycle resilience
Harnessing our expertise in fluid
and motion control engineering,
with exposure to structural growth
markets and around 45% of sales
coming from the aftermarket
Sector
Process
Automation
Industrial
Automation
Climate
Control
Life Science &
Fluid Control
Transport
Market
growth
trends
– Energy security
– Decarbonisation
– Efficiency & safety
– Labour productivity
& shortages
– Reshoring
– Mass customisation
– Energy efficiency
& comfort
– Smart buildings
– Regulation
– Demographics
– Healthcare demand
– Scientific advances
– Emissions
reduction
– Safety & comfort
– Regulation
Organic
revenue
growth
target
5% 5% 5%+ 5%-10% 3%-5%
Capital allocationFinancial framework through-cycle
Organic growth
– R&D as a percentage of sales >3%
– Capital spend to depreciation 1.1-1.2x
– Growth Hub 50+ projects
M&A
– Better world growth
– Year 3 returns >WACC%
– Year 5 returns ~ Group ROIC%
Adjusted basic earnings per share (p)
12%
growth CAGR since 2019
11
applications from Growth Hub
with > £1m orders
29%
carbon intensity reduction since 2019
Organic growth
5%
Cash conversion
90%
Adjusted
operatingmargin
20%
Return on
investedcapital
>12%
2019 2020 2021
73.2
79.7
92.0
2022
105.5
2023
116.8
11
Strategic Report
Financial Statements
Corporate Governance

Chief Executive Officer’s review
Delivering on
our strategy
We continued to make significant
strategic progress in 2023 as we delivered
our fourth consecutive year of profit and
margin growth.
Roy Twite, Chief Executive Officer
Our purpose-led strategy, Breakthrough
engineering for a better world, is
accelerating growth as we continue to help
our customers to operate more efficiently,
safely and sustainably. We are aligned to
attractive growth markets and are creating
real value for all our stakeholders through a
focus on customer satisfaction, market-led
innovation and complexity reduction.
There is great momentum in our business,
and I am delighted that we have delivered
another strong financial performance in
2023. We have seen exceptionally strong
growth in our Process Automation sector,
where our focus on growing the
aftermarket is showing tangible results, and
global investments in energy security have
led to a significant increase in demand for
our solutions. Our focus onhydrogen as a
sustainable fuel is also delivering results,
and I am pleased to report that hydrogen
orders doubled to £15m in 2023
(2022: £7m). The integration of Heatmiser,
acquired in December 2022 and now part
of our Climate Control sector, is
progressing well and we successfully
launched its innovative rangeof smart
control products in Germany and
Franceduring the year.
I would like to thank everyone across IMI
for contributing to another impressive
year. We would not be where we are today
without your dedication, collaboration,
innovation and expertise.
ambitions, unite us as one team and help us
to attract top talent. Great things happen
when we come together as one – finding the
best ways of solving customer problems with
breakthrough solutions that help build a
better world.
Our new structure
In July 2023, we announced a new
business structure as the next step in our
purpose-led strategy, Breakthrough
engineering for a better world. To build on
the opportunities for growth, IMI has been
organised into five market-focused
sectors operating within two business
platforms, Automation and Life
Technology (seepages 16-17).
Our five market-focused sectors bring us
even closer to our customers and align
with long-term macro-trend that will
support our sustainable, profitable growth
in the years to come.
Customer satisfaction
Understanding our customers and providing
world-class engineering expertise is crucial
to the delivery of our strategy. We continue
to invest in our people and processes to
strengthen the customer experience
further, and are achieving industry-leading
customer satisfaction scores across the
Group. We thank our customers and
partners for their business and look forward
to continuing these partnerships which
contribute to a better world.
Delivering sustainable,
profitablegrowth
IMI delivered another strong financial
performance in 2023. Organic revenue
increased by 6% and organic adjusted
operating profit increased by 10%. Group
adjusted operating margin increased by
90bps to 18.7% and both platforms
increased margins in the year. Statutory
operating margin reduced by 10bps to
14.5% as we accelerated our complexity
reduction programme in the year.
Statutory profit before tax increased by
6%. Cash conversion was strong at 89%
(2022: 80%) and the Group’s return on
invested capital increased to 13.1%
(2022: 12.7%). Our adjusted basic earnings
per share increased by 11% to 116.8p
(2022: 105.5p).
Everyone at IMI was pleased to see the
Company rejoin the FTSE 100 index during
the year. The sustainable improvements in
financial performance that are being
delivered are testament to the hard work of
all our people. It is an important milestone
in the continued delivery of our strategy.
As we unite our people and business around
our purpose, it is time for the next step in our
journey. We are consolidating under a unified
IMI master brand while maintaining strong
product brands within our sectors, all
presented through a singular visual identity.
This approach will simplify our engagement
with customers, support our growth
IMI plc Annual Report 2023
12

Market-led innovation
We are accelerating market-led innovation
by embracing our Growth Hub culture
andprocesses. We are developing
breakthrough solutions to solve key
industry problems and support our
customers with their most complex
engineering challenges. Our innovation
pipeline remains strong, with exciting
projects across IMI. Supported by selective
M&A, this is delivering better world
growth. The integration of recent
acquisitions is progressing well, giving us
further exposure to attractive end markets.
Complexity reduction
During the year, we have continued to
identify and execute opportunities to
reduce complexity and drive more
efficient, resilient operations. As forecast,
our restructuring programmes delivered
£20m of incremental annual benefits in
2023. We now expect to deliver a further
£15m of benefits in 2024 and £7m in 2025.
Our complexity reduction investment is
expected to complete in 2024.
We have also progressed initiatives focused
on reducing the complexity and increasing
the resilience of our supply chains. We are
strengthening relationships with key
suppliers whilst dual-sourcing components
where appropriate to ensure we can
continue to serve our customers’ needs.
Environmental, Social
andGovernance (ESG)
Our purpose, Breakthrough engineering
fora better world, continues to focus
ouractions and create real energy across
our organisation.
Empowering people
Ensuring all our employees feel safe at work
has always been our number one priority.
The Total Recordable Incident Frequency
Rate (TRIFR) in 2023 was 0.44 (2022: 0.35),
which despite remaining in the top quartile
for our industry, was a disappointing
outcome. We remain focused on identifying
and reducing workplace hazards and are
committed to the ambition of an accident-
free workplace.
Our Inclusion and Diversity activities are
helping to build a more dynamic and
innovative organisation. The female
representation on the Board is currently
44% and the Executive Committee is now at
50% as at 1 February 2024. Women in
management, a key metric for improving
gender balance in leadership roles,
remained at 22% (2022: 22%).
Our continued focus on empowering
people and on creating an inclusive, diverse,
and safe workplace is being recognised. Our
employee engagement remains high, with
77% of employees seeing IMI as a great
place to work (2022: 80%). We were pleased
to see an increase in survey participation.
Sustainable solutions
IMI’s solutions support our customers’
products and operations and often directly
contribute to the delivery of their carbon
reduction targets. When considering
investments, we ensure that the impact on
IMI’s overall ESG positioning and
performance is a prime consideration.
IMI sees a natural link between pursuing
our ESG objectives with vigour and our
wider ambitions for improved growth
andprofitability. Many of our best
growthopportunities involve supporting
customersin developing solutions for
azero-carbon future.
In particular, we are developing solutions
for many aspects of the hydrogen value
chain, including electrolysis, liquid storage,
refuelling and heavy-duty trucks. We
delivered £15m of hydrogen-related
orders in 2023 (2022: £7m) and expect
further growth in 2024.
Climate action
We improved our CO
2
intensity by 5% in
2023. Both platforms are progressing
actions that will further reduce our Scope 1,
2 and 3 emissions as we make meaningful
progress towards our net zero targets. We
committed to setting science-based
Our new structure
Platform Sector Previous Name
Automation Process Automation IMI Critical Engineering
Industrial Automation IMI Precision Industrial Automation
Life Technology Climate Control IMI Hydronic Engineering
Life Science & Fluid Control IMI Precision Fluid OEM
Transport IMI Precision Transportation
targets during the year and have submitted
both a near-term and net zero target to the
Science Based Targets initiative for
validation. We continue to improve our
metrics regarding water withdrawal and
non-recyclable waste generation.
We also agreed our first sustainability
linked revolving credit facility in June 2023
and used this as a template for a further
revolving credit facility in the second half
of the year.
More information about our ESG
credentials and initiatives, including our
policies and practices, can be found on
our website: www.imiplc.com.
Outlook
Based on current market conditions, we
expect 2024 full year adjusted basic EPS
tobe between 120p and 126p.
This guidance reflects strong growth in
our Automation platform from the record
order book in Process Automation and
continued resiliency in our Industrial
Automation sector as the competitive
labour market drives investment. The Life
Technology platform is expected to be
broadly flat in the full year, reflecting
continued demand for our energy
efficient products in Climate Control,
offset by softer performance in Life
Science & Fluid Control and Transport.
We expect that Life Technology revenue
will be down in the first half.
We expect continued margin progression
in 2024 towards our 20% through-cycle
target, supported by the benefits from the
complexity reduction programme.
Our guidance assumes a net interest
charge of £17m, that our tax rate will
increase to 24% and a weighted average
number of shares of 260.5m. Foreign
exchange rates are expected to have
anadverse impact on sales and profits
ofc.2%.
Conclusion
It has been an excellent year for IMI.
Iamexcited about the year ahead and
ourlong-term future. We are aligned to
attractive markets and long-term growth
trends. I have full confidence that we
willcontinue to create value for all our
stakeholders and make a significant,
positive impact on society.
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Our business model and strategy
Accelerating better
world growth
How we create value
Intellectual capital
We provide knowledge, expertise, and
intellectual property. Ourworld-class
applications engineering expertise provides
our customers with the right support to solve
their problems.
Human capital
Our success is fuelled by our diverse
andtalented workforce. We invest in our
employees, providing continuous learning
and career development.
Operational capital
We commit to operational excellence,
maintaining state-of-the-art manufacturing
facilities and technology to deliver
high-quality products.
Social capital
We take community engagement
veryseriously. We aim to build strong,
positive relationships in the communities we
operate in, and contribute to social welfare.
Natural capital
We recognise the importance of preserving
natural resources and minimising our
environmental footprint. We strive to reduce
our environmental impact and support our
customers to do the same.
Financial capital
We manage financial resources,
making investments in innovation and
operational efficiency to achieve sustainable
profitable growth.
Our strategic pillars
Our business model
1
– Identify and validate
ourcustomers’ key
engineering problems
2
Apply our world-class
applications engineering
expertise to solve our
customers’ problems
3
Investing >3% of sales in
developing new products
that align with our purpose
of creating abetter world
4
Harness optimised supply
chains and operations at
our manufacturing sites to
keep close to customers
and deliver excellent
customer service
5
Deliver strong
aftermarket support
and products to
ensureour customers
(across 50+ countries)
can maximise
theirefficiency
Our purpose
Breakthrough
engineering for
a better world
Customer satisfaction
We provide world-class engineering expertise
and excellent customer service. We have
deepapplications knowledge and know-how.
We have market-leading brands.
Market-led innovation
We solve acute customer problems by
developing innovative new products and
solutions. We work in teams to rapidly validate
the problem, create the solution and test
customer willingness to pay. We build scalable
operation processes to deliver quality products
on time to customers.
Complexity reduction
We continue to simplify andimprove
ourglobal manufacturing footprint and
demonstrate a resilient supply chain to
supportour customers.
IMI plc Annual Report 2023
14

Our enablers
Sustainability
We focus on supporting the sustainability
goals of our customers, as well as ensuring
that we improve our sustainability through
our ESG initiatives.
Talent and engagement
Developing and retaining our key people and
attracting high-quality diverse talent, as well as
having a highly engaged workforce enables us
to deliver excellent service to our customers.
Digital
We actively develop connected products
anddigital tools to improve our value and
the service we offer tocustomers.
Leaders in flow and motion control
Value creation for our stakeholders
>35,000
Customers
Supporting over 35,000 customers
with their most acute problems.
6,000
Suppliers
Around 6,000 suppliers with partnerships that
demonstrate long-term trust built over time.
77%
Employees
Employee engagement remains
highat77%(2022: 80%).
29%
Community and environment
29% reduction in carbon intensity since 2019,
and we supported our customers in reducing
their environmental impact.
12% CAGR
Shareholders
We delivered 12% compound annual
growth in adjusted basic earnings per share
over a 4-year period (2022: 13% over 3-years).
Government and regulators
We comply with the laws and regulations
applicable to our business.
Sector Routes to market Addressable market
Process
Automation
– Direct
– Aftermarket
£8.8bn
Industrial
Automation
– Direct
– Aftermarket
– Distribution
£5.8bn
Climate
Control
– End user specification
– Project sales
– Retrofit
– Wholesalers
£4.0bn
Life Science
& Fluid Control
– Direct
– Aftermarket
£2.8bn
Transport
– Direct
£1.6bn
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Operational and sector reviews
Jackie Hu,
CEO, Automation
Number of employees
6,500
Automation
What does Automation mean
toyou?
Automation is our next evolution at IMI
aswe move to a more customer-focused
future. We are a trusted automation
partner and recognised as a reliable
solutions provider for a broad range
ofautomation challenges.
Our new platform enables us to adapt
better to evolving markets, so we can
invest where we see long-term growth
opportunities. It’s also helping us to
increase efficiencies and improve our
competitive advantage. Ultimately,
Ibelieve that automation is about building
a legacy for the next generation through
helping our customers operate more
efficiently, sustainably and safely.
What does the restructure mean
for your business?
It’s a new opportunity to work as a team,
collaborating and empowering each other
as we can deliver solutions across a
unified platform. There are many common
enablers between Process Automation
and Industrial Automation: engineering
capability; customer partnership; data-
driven and digital tools; and leveraging
talent, best practice and common market
sector knowledge.
With these synergies, we can work in
partnership with and better support our
customers – analysing a customer’s entire
facility and identifying opportunities to
innovate and solve problems, helping
them adapt to evolving industrial
landscapes. The diverse nature of our
combined sector teams brings more
creativity and innovation, and we’ve
already initiated exciting, cutting-edge
Growth Hub projects as a direct result
ofthe change.
Over the next 12 months,
wherewill you invest to
developAutomation?
We’ll invest in our people, so we are
future-ready with skill sets specialising in
areas such as strategic sales including new
market specialists, product management,
project management, and digital
(including data analytics, digital marketing,
and customer experience). We want to
build on our culture of Inclusion and
Diversity, broaden our talent pool and
attract more diverse minds. We also need
to better leverage our customer data to
support our commercial capabilities and
improve the customer service experience.
Finally, we want to harness new
technologies and ways of working to
ensure we have an agile and innovative
approach, and that we continue to create
value and ensure Automation has a
prosperous, sustainable future.
30%
36%
26%
8%
Sales by
geography
Europe
(2022: 30%)
Asia Pacific
(2022: 26%)
Americas
(2022: 36%)
Middle East
and Africa
(2022: 8%)
IMI plc Annual Report 2023
16

Life Technology
What are your focus areas for the
Life Technology platform in 2024?
First, we will continue to grow through
innovation to solve real-world problems.
Second, we are closely following how
ourmarkets are evolving post-pandemic
and the energy crisis, particularly in Life
Science and Climate Control, so we
canrespond accordingly and support our
customers, wherever they are in their cycle.
How are your sectors here
fortoday and tomorrow?
We’re on a journey to being smarter
andmore sustainable. Our sectors are
committed to creating a better world –
our solutions improve energy efficiency
inhomes and buildings, reduce emissions
from commercial vehicles and help
ourcustomers design diagnostic and
analytical instruments to save lives.
With our market-leading brands and
expertise in heating and cooling systems in
Climate Control, we partner with architects,
installers, distributors, and owners to support
new buildings and renovation projects.
OurHydronic College educates thousands
ofinstallers and customers each year to
demonstrate our energy-saving capabilities.
Our Transport and Life Science & Fluid
Control businesses are built on long-term
OEM relationships, resulting in multi-year
specifications on our customers’ vehicle or
device platforms. These trusted partnerships
position us well to solve our customers’
next generation problems.
What excites you about
thebusiness?
I’m really excited by the incredible
customer-led innovation across our
sectors. In Climate Control, our connected
products, including Heatmiser, have
tremendous growth potential. We’re also
enthusiastic about our growth prospects
for Transport inChina and around the
world, helping Chinese truck OEMs
improve diesel engine efficiency and
partnering with OEMs on the zero-
emissions trucks of the future. In Life
Science, our innovative Active Controls
products arejust one example of how we
help our customers develop the next
generation ofmore productive and
precise life science instruments. Finally,
inFluid Control, we’re well positioned
togrow with our high-pressure
controlofferings to hydrogen fuelling
station OEMs.
From an investment perspective, we’ve
acquired three great businesses over the
past two years. These acquisitions have
brought new technology and deepened
ourcustomer relationships, with a strong
pipeline of new growth opportunities.
Overall, I’m excited about our opportunity
to grow IMI by working hand in hand with
our customers to improve everyday life,
making the world better.
Beth Ferreira,
CEO, Life Technology
Number of employees
4,400
64%
21%
15%
0%
Sales by
geography
Europe
(2022: 62%)
Asia Pacific
(2022: 16%)
Americas
(2022: 22%)
Middle East
and Africa
(2022: 0%)
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17

Operational and sector reviews continued
Process Automation
The power of being close
to our customers, combined
with our innovation, solves
complex problems for
customers in a transitioning
world. We offer customised
solutions to improve safety,
quality and efficiency.
Mark Leonard, VP Business Development,
Automation
Our engineering expertise
protectspeople and assets in
extreme temperatures and
pressure environments. We help
energy customers operate more
cleanly and efficiently, enhancing
plant performance and reducing
Greenhouse Gas emissions,
andwe are exploring new
decarbonisation technologies
tosupport the energy transition.
Our sector
– Around 400 expert engineers and
200 field service technicians, with
the industry knowledge and market
insight to solve our customers’
toughest problems
– Global customer base, including
the world’s leading players in the
energy and process sectors
– Installed base of over 180,000
severe service valves, supporting
critical industrial plants and
processes worldwide
– Leading market positions in
supplying flow control solutions in
critical applications, including LNG
production, upstream oil and gas
facilities, petrochemical processes,
biopharma processing, combined-
cycle and nuclear power, marine,
and other process industries
Market trends and our response
The energy markets face a significant
structural challenge as they transition.
Theenergy ‘trilemma’ of security,
affordability and sustainability has led
toincreasing investment in energy
infrastructure, including LNG, nuclear
power, natural gas and combined-cycle
gas power segments. Renewable and
alternative energy technologies, such
aswind, solar, bioenergy and hydrogen,
willscale rapidly.
Hydrogen and other low-emission
alternative fuels are expected to make
asignificant contribution to energy
supplyby 2050.
At present, renewables and alternative fuels
cannot yet be deployed fast enough to keep
up with energy demands, so the reliance on
oil and gas remains. We help our customers
to optimise their processes, enhance their
plant performance and enable them to
extract oil and gas safely. We are also
evolving our portfolio to support the energy
transition, and are developing businesses in
hydrogen, carbon capture, bioenergy and
sustainable fuel markets.
We are investigating opportunities such
asinnovative green hydrogen systems that
improve production yields (see case study
on page 9).
Digitalisation will radically change how
wecreate value for our customers and how
we operate. By monitoring and analysing
better quality data, and investing in
diagnostic solutions and AI, we can
leverage technology to get a deeper insight
into our activities and accelerate our
growth. For example, by improving
thequality of the data on our assets in
thefield, we can assess how to better
support our customers with coverage
andpotential upgrade solutions. We are
digitalising our expertise and combining
this with customers’ asset data to help
them diagnose problems before they occur
and offering preventative solutions. We are
also investing in digital tools to speed up
our customer response and lead times.
2023 highlights
– Achieved order growth of 22% in the
Aftermarket through our customer
partnership and cutting-edge Growth
Hub solutions, including Retrofit3D,
EroSolve, and InSyt
– Footprint optimisation and supply chain
initiatives have improved operational
performance across the platform
– Partnering with two UK universities
anda research institute in Germany,
andwinning our first industrial
application orders for green hydrogen
electrolysers in Europe and Asia Pacific,
supporting sustainable energy initiatives
– Record order book of £760m, up 21%
on 2022, which underpins our
confidence to deliver further growth.
Priorities for 2024 and beyond
We will focus on selling more of our
products and solutions by leveraging
ourfull product portfolio and applications
knowledge. We are investing to further
develop our capabilities and geographic
coverage for hydrogen electrolyser
projects. Beyond hydrogen, ourgrowth
will focus on instrumentation, biopharma
and marine.
We will aim for continued above-market
growth in the Aftermarket, driven by close
customer relationships, improved data
quality, better use of analytics and our
innovative Growth Hub solutions.
We will focus on improving operating
performance across all our facilities through
best-cost country supply chain development,
footprint optimisation andstrengthened
project management capabilities.
IMI plc Annual Report 2023
18

29
IMI Insyt helped 29 plants
optimise processes, avoid
unplanned downtime and
mitigate failures in 2023
Creating value with
IMIInsyt’s end-to-end
digital service
IMI Insyt, our advanced data-driven
solution for predictive plant
maintenance, gained momentum
in 2023 – scaling up and going
global. Paired with our Valve
Doctors’ expertise, the preventative
diagnostic software spots system
problems, like cracks and leaks,
before they occur. Weenable safer,
more reliable industrial processes,
thereby helping customers avoid
costly unplanned shutdowns or
catastrophic accidents. In the
USA,a market-leading electricity
provider using IMI Insyt at a
combined-cycle site extended it
totwo further facilities. We also
expanded intoEurope, including
close partnership with a waste-to
-energy recycling plant – our first
UK customer – to solve severe
water hammer issues. With more
plant operators recognising the
value ofa sustainable, cost-
effective andproactive solution
toprotect their people and assets,
we can support a safer tomorrow.
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Operational and sector reviews continued
Industrial Automation
We’re supporting
customers to leverage data
and digitalisation, improving
everything from speed of
operations to predictive
and preventive machine
maintenance.
Alex Tham, Global Leadership Team
andRegional Managing Director,
IndustrialAutomation
We leverage digital technology
and our engineering expertise to
create smart, safe and sustainable
factories, production lines and
operations as our customers’
engineering solution partner.
Weembrace innovation in
automation, and our high-
performance valves and actuators
optimise processes for greater
productivity, supporting a wide
range of industries in becoming
more efficient and sustainable.
Our sector
– A leading position in actuators
intheAmericas
– We offer a complete suite of
pneumatic and electric actuation
systems, including actuators,
valves, air preparation and
accessories
– We have over 80 years of
experience partnering with
customers to solve their
automation challenges
– Around 400 engineers support
customerswith their most
criticalautomation challenges
Market trends and our response
Geopolitical tensions, macro-economic
turmoil and global supply chain disruption
have prompted a return of manufacturing
to the USA and Europe, with significant
investment in factory builds and demand
for automated production lines and
warehouse operations. However, labour
scarcity is affecting manufacturing
operations for many industries, including
food, pharmaceutical and automotives,
and driving the need for automation.
We are expanding into new industries,
suchas electric vehicles in China,
todiversify our market presence and
reachuntapped opportunities in sectors with
growing demand for automation solutions.
Different industries have unique challenges
and requirements, and we are positioning
IMI to address specific needs with
innovative solutions.
Our customers increasingly want smart
products to simplify factory management
and operations, such as identifying the
source of a leak on a pneumatic line or
increasing pneumatic circuit efficiency
tomanage air flow. We expect technology
in Industrial Automation applications will
drive sustainability. For example, our
customer-led innovations support more
sustainable solutions for transporting
packaged food and prolonging shelf life.
2023 highlights
– Continued to simplify the business,
improving operating costs through
footprint optimisation and co-location
ofsimilar products being manufactured
inaregion.
– Resolved latent supply chain challenges
associated with a wide spread of
suppliers through supply chain
consolidation and localisation.
– Building presence in electric actuator
portfolio from integrating Bahr, leading
to wins in contact lens manufacturing
and packaging machinery.
– Successful traction of new automation
product, Transforming Tooling, for
automotive market with customers.
Priorities for 2024 and beyond
Next year, we will focus on developing
integrated solutions to provide more
comprehensive answers to customer
challenges. We will continue to improve our
service through lead time reduction, to offer
best-in-class for design to manufacturing
cycle time for machine OEMs. Another focus
is strengthening ourcustomer insights
through investing ina new Customer
Relationship Management system and digital
tools to identify patterns and opportunities
for cross-selling. Streamlining our customers’
online purchasing process and enhancing the
clarity of product information on our website
will make it easier for customers to source
what they need, ensuring a positive user
experience with IMI.
To continue building deeper relationships
with our customers we will engage
withthem to identify opportunities
wheremultiple products can address
specific customer needs. Through this
understanding, we can customise and
align our solutions to meet their individual
needs and goals.
Starting with our manufacturing footprint
in Europe, we will continue to simplify
oursupply chain and improve customer
service by relocating our UK-based Fradley
site and consolidating manufacturing
inBrno, while ensuring customer service
and delivery are unaffected.
IMI plc Annual Report 2023
20

From gate to greatness
In the competitive world of
international BMX racing, a top
gatesupplier faced a challenge
toenhance safety and precision
intheir gate release mechanisms.
This critical component determines
the start of races and involves
intricate features, like variable
stopping positions and driving
forces, crucial for safety and
racedynamics.
After encountering issues with
gate cylinder changes that were
putting cyclists at risk and affecting
speed and accuracy, the supplier
sought our help. Our team
proposed a customised solution
– a high-speed cylinder capable
of12-inch strokes in a matter of
seconds, paired with a quick
exhaust valve for rapid air release.
Rider safety was the top priority
when working with the customer
to find a solution. Our collaboration
with the BMX gate supplier ensured
innovative, efficient gate operations
without compromising rider safety.
In the high-speed, precision-
driven world of BMX racing,
ourexpertise and experience
madeusthe go-to partner.
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Operational and sector reviews continued
Climate Control
We are successful
because we build on
ourexpertise of the entire
HVAC system. We think
about each customer’s
problem and create value-
add through innovation,
intelligent solutions,
customer support
andeducation.
Stefano D’Agostino, President,
Climate Control
Through our valves, actuators and
connected products, we optimise
heating and cooling systems for
building users, working hand in
hand with designers, architects
and installers. We enable
significant energy savings, helping
our customers reduce their CO
2
emissions and creating more
comfortable environments for
lifeand work.
Our sector
– We sell over 20 million products
eachyear
– Each year our products are installed
in hundreds of thousands of
properties
– Connected products make up
around 25% of sales
Market trends and our response
Increased customer focus on energy
efficiency is driving demand for connected
products because they give customers
better control of their buildings through
data-driven insight and solutions. Our
intelligent and connected solutions,
including our recent Heatmiser acquisition,
now make up around 25% of revenue.
These products enable customers to
dynamically manage their heating and
cooling systems more efficiently, helping
to reduce CO
2
emissions and energy bills.
In Europe, energy supply and energy
security are an increasing focus. For
example, in Germany, our biggest market
in terms of revenues, theGovernment
took significant measures in the winter
of2022-2023 to avoid energy shortages,
including reactivating coal-fired power
plants and introducing regulations to limit
heating of public buildings to 19°C. Sales
of our Halo-B valve, which can be set to a
tamper-proof 19°C, increased significantly
in this period, helping public authorities
inGermany to lock in energy savings.
The global slowdown in new construction
for commercial and residential property
has presented a challenge for IMI,
withreduced opportunities to install
ourproducts in new buildings. However,
our business is resilient with a significant
proportion of revenues coming from
retrofit projects or connected products.
2023 highlights
– Over 20,000 customers, installers and
building designers attended training
sessions hosted by IMI’s Hydronic
College associates
– Integration of Heatmiser, increasing
connected products to more than
25%of Climate Control’s revenue
– Scaling of TA-Smart product, tripling
revenue in 2023 including successful
installations in iconic buildings
acrossEurope
Priorities for 2024 and beyond
Growing demand for smart temperature
controls to enable energy-efficient and
greener buildings will continue to drive
sales in 2024. We will prioritise investment
in our connected products, including
leveraging Heatmiser’s connected
technology capabilities.
In mechanical products, where we have
amarket-leading position for thermostatic
radiator valves in Germany, we will
continue to train installers and building
designers on the benefits of our products
to build market share.
The move towards renewable energies
and electrification, including using heat
pumps, is expected to accelerate as
partof global efforts to reduce carbon
emissions. We expect this to lead to an
increasing percentage of residential new
build properties using underfloor heating,
which presents an opportunity for IMI’s
Heatmiser control products.
IMI plc Annual Report 2023
22

State of the art climate
control for famous theatre
Our TA-Smart valves are enabling
amore energy-efficient future
foraworld-renowned theatre in
Europe that needed a complete
HVAC system refurbishment, to
optimise energy consumption and
improve user comfort. Faced with
an outdated system with no data
ormonitoring capabilities,
theconsultant designing the
refurbishment needed our
support. Working in partnership
with them, we recommended our
TA-Smart product, supplying 24
bespoke valves in 2023. These
valves allowthe heating system to
automatically monitor itself,
soitcan analyse and optimise
energy use. The result is a more
sustainable building and a more
comfortable experience for
employees, actors and audiences.
23
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23

Operational and sector reviews continued
Life Science
& Fluid Control
Our deep applications
expertise allows us to help
our customers design next-
generation life science
equipment which diagnoses
disease faster and improves
the quality ofpatient-
focused critical care.
Martin Maas, President, Life Science
&Fluid Control
We are at the cutting edge of life
sciences technology, improving
theaccuracy of analytical and
diagnostics tests, and creating
critical components to keep
patients alive during life-saving
operations or in critical care units.
In fluid control, our solutions
ensure the safety, reliability
andperformance of everyday
essentials – from eggsto cartyres.
Our sector
– Our key applications include
anaesthesia and ventilation,
andmassspectrometry
– We supply the majority of the top
globalventilator OEMs, and most
of the top 10 analytical and
diagnostic OEMs
– We serve our customers through
our global engineering resources
and manufacturing facilities in
Europe, theUSA andChina
Market trends and our response
2023 was a challenging year for Life
Science businesses overall, with a reduction
in spend on COVID-19 testing and high
levels of safety stocks built up during the
pandemic needing to be unwound. This led
to a temporary reduction in demand,
although the long-term growth drivers of
the industry remain unchanged. There is
growing demand for healthcare services
globally due to a rapid rise inpeople with
access to healthcare, combined with
longer life expectancies and lifestyle
changes leading to increasingly complex
healthcare needs. Inaddition, the
regulatory environment forhealthcare is
becoming progressively demanding.
Thesetrends underpin the expected
long-term market growth for our sector.
We are seeing a trend from our OEM
customers to simplify their supply chains
and look for multiple needs to be solved
by a single partner. Our recent acquisitions
of Adaptas Solutions and CorSolutions
putus in a strong position to support this
complexity reduction. We now offer our
OEM customers an even broader portfolio
of capabilities, allowing us to solve fluidic
and detection challenges.
Customers also increasingly want a
local,trusted expert in their supply chain
to support manufacturing and design
challenges. We are well positioned for
thisbecause of our global manufacturing
and engineering footprint, and are able
tosupport customers as they look to
outsource activities to trusted suppliers.
2023 highlights
– Launched the Active Controls range
ofproducts, including our Air Infinity
pipettor, drastically reducing design
complexity for OEM customers
– Enabled even better commercial coffee
machines with the launch of our media
separated TruControl dispense valve
– Grew our portfolio of customer
projects, many of which are driven
bysynergies with Adaptas
Priorities for 2024 and beyond
As we work with our customers towards
astabilisation of demand on the core
business, our priorities include delivering
growth through innovation and winning
share of wallet with existing and new
OEMcustomers. We have developed a
strong pipeline of customer opportunities,
including through leveraging relationships
from our acquisition of Adaptas.
We continue to invest in our manufacturing
and engineering footprint to be close to
our customers, and to focus on building
adiverse talent pool with deep application
expertise to solve customers’ problems.
Our teams include specialists who are
among a handful of experts worldwide.
IMI plc Annual Report 2023
24

c. 15
minutes
Our technology has helped
accelerate point-of-care
diagnostics – with results
inminutes instead of hours
Transformative
technologyfor
patient care
In 2023, our fluid control solutions
continued to create value for
patient care by accelerating
molecular diagnostics. Through
close customer partnership and
ongoing innovation, we developed
critical fluid technology for a
device to diagnose respiratory
illnesses in around 15 minutes,
instead of hours. Our customer
needed a faster, smaller, smarter
instrument for doctors and
clinicians in point-of-care settings
to sample, test and diagnose
patients with lab-quality analysis.
Our integrated fluid control
systems also increase the number
of pathogens that can be tested.
By creating a complete solution,
we reduced supply chain
complexity for our customer
andimproved reliability and cost.
The new instrument improves
access to healthcare for patients
around the world and enables
more accurate and timely
treatmentdecisions.
25
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Financial Statements
Corporate Governance

Operational and sector reviews continued
Transport
The future is bright
and our primary focus is
on partnering with our
customers to develop
the vehicles of the future,
which are cleaner, safer,
more efficient andmore
comfortable.
Alison Snell, Business Development
Director, Transport
We develop solutions that reduce
emissions from commercial
vehicles, helping our customers
to meet increasingly stringent
emissions regulations. Our
products make engines more
fuel-efficient, improve chassis
aerodynamics and aid driver
comfort. We are also developing
solutions for zero-emissions
vehicles, including fuel cell and
battery thermal management.
Our sector
– We supply all of the top ten
globalheavy-duty truck OEMs
– We support truck OEMs in all
regions with engineering centres
inGermany, the Czech Republic,
USA,India and China
– We manufacture in the Czech
Republic, Mexico and China
enabling short supply chains
toourcustomers
Market trends and our response
Global vehicle manufacturers are under
increasing pressure from new regulatory
requirements such as China 6, Euro 7
andPhase 3 greenhouse gas emissions
standards in the USA to continue to
reduce emissions of their diesel and
natural gas powered vehicles. At the same
time, the global energy transition means
Truck OEMs are investing heavily in new
technologies to power zero-emissions
vehicles, which are expected to scale
involumes from 2030 onwards.
We are well positioned for the future of
zero-emission vehicles and our products
drive emissions reductions in existing
diesel technology. We are building our
expertise in software, controls and
zero-emissions technologies by recruiting
new talent. We are also investing in our
teams’ sustainability knowledge, which is
key forfuture growth as many aspects of
sustainability impact product design.
Our global team collaborates on product
design, while maintaining excellent
regional relationships with truck OEMs
toensure our customers have the best
solutions to serve their needs all around
the world.
2023 highlights
– Benefitted from strong growth in China
and India, winning business with new
customers, and a strong pipeline
expected to grow in 2024 and beyond
– Relocated a manufacturing facility from
the USA to Mexico to improve customer
experience and reduce our cost base
– Expanded into the Suzhou
manufacturing facility, with additional
lines built to accommodate new
business in China, and manufacturing
ofproduct lines transferred from Europe
to China to shorten supply chains and
improve customer experience
Priorities for 2024 and beyond
We are flexible and responsive to changing
market needs and sustainability pressures.
Shifting to zero-emissions technology is a
given, but different regions are moving at
different speeds. The mix of technologies
and fuel types includes zero-emission fuel
cells and batteries, near-zero hydrogen
engines, and cleaner diesel technology.
In the continued inflationary environment,
we are actively managing our
manufacturing footprint and supply chains
to minimise and improve unnecessary cost
increases for our customers and maintain
and improve IMI’s margins.
IMI plc Annual Report 2023
26

Ingenuity in truck
aerodynamics
Saving fuel and cutting energy
consumption are key to making
vehicles more sustainable. The
aerodynamics in trucks make a
huge difference to fuel efficiency,
whether using conventional or
zero-emission technologies.
In2023, our chassis products and
know-how have helped a truck
OEM customer in the USA improve
the aerodynamics of new concept
trucks. We combined our chassis
solutions with our proprietary
software to make the chassis
positioning highly dynamic and
able to respond in real time to
changes in vehicle speed and
airflow. The result minimises
aerodynamic drag and improves
fuel efficiency – an industry first by
IMI, which can support sustainable
growth in the Transport sector.
27
Strategic Report
Corporate Governance
Financial Statements

Strong performance
across the business
Key Performance Indicators
Non-financial Financial
Total Recordable
Incident Frequency Rate
(per 200,000 hours)
Target: 0.00
2021 2022 2023
0.56
0.35
0.44
Why is this a KPI?
The health and safety of
allwho work at IMI is
paramount. Ensuring a
safeworking environment
is closely linked to our
business success, including
attracting and retaining
thebest talent.
Definition
We measure our progress
in this area by tracking
thenumber of recordable
work-related injuries per
200,000 hours worked
(TRIFR rate).
Performance
In 2023 our TRIFR rate was
0.44 with no fatalities. This
was higher than 2022, but
lower than prior periods.
We will continue to focus
on identifying and reducing
workplace hazards.
Employee
engagement
(%)
Target: >80%
2021 2022 2023
77
80
77
Why is this a KPI?
The engagement of our
employees is key to retaining
the existing skills and
promoting and attracting
employees who bring new
ideas and capabilities.
Definition
We carry out an annual
anonymised survey of
employees – One Big Voice
– and use the response
tothe question, ‘I see my
business (IMI) as a great
place to work’, as a gauge
ofemployee engagement.
Performance
With an engagement score of
77% in 2023, we continue to
maintain ahigh percentage
of employees that see IMI as
agreat place to work. Whilst
engagement was slightly
below our target in 2023,
we outperformed external
benchmarks in the year.
CO
2
intensity
(gross tCO
2
e per
1,000 hours worked)
Target: <2.00
2021 2022 2023
2.30
2.09
1.98
Why is this a KPI?
Our purpose, Breakthrough
engineering for a better
world, drives our strategy
and our ambition, including
our commitment to halve
our total CO
2
intensity by
2030 (based on 2019 Scope
1 & 2 emissions).
Definition
We measure our progress
in this area by tracking our
total CO
2
intensity. This is
calculated by looking at the
ratio of total Scope 1 & 2
emissions (tonnes CO
2
e)
per 1,000 hours worked.
See page 58 for details
ofthe calculation.
Performance
In 2023 our CO
2
intensity
reduced to 1.98, reflecting
the Group’s continued focus
on identifying and delivering
on projects to reduce our
carbon emissions.
Remuneration
Read more on
pages 138-145.
Organic revenue
growth
(%)
Target: >5% growth
2021 2022 2023
7
4
6
Why is this a KPI?
Delivering consistent
growth is an important
partof building sustainable
value for shareholders.
Definition
Organic revenue is stated
atconstant exchange
ratesand excludes the
incremental effect of
acquisitions and disposals.
For 2023 that means
adjusting for the impact
ofthe Bahr acquisition
(June 2022), CorSolutions
acquisition (October 2022),
the Heatmiser acquisition
(December 2022) and the
Aero-Dynamiek disposal
(October 2023).
Performance
Organic revenue growth
was 6%in 2023 reflecting
the continued delivery of our
unifying purpose-led strategy,
Breakthrough engineering
for a better world.
IMI plc Annual Report 2023
28

The Key Performance Indicators (KPIs) set out below represent
financial and non-financial measures which are integral to the
delivery of our strategy and are used to track progress. In 2023,
we have added targets to all of the KPIs to demonstrate our
long-term expectations for each indicator, and changed adjusted
operating profit to adjusted profit before tax to align to our annual
bonus target.
Our KPIs have been designed to drive the Group towards meeting
our strategic objectives outlined in our business model (see pages
10 and 11 for details). The Alternative Performance Measures
(APMs) used as KPIs (organic revenue growth, adjusted profit
before tax, cash conversion, return on invested capital and
adjusted basic earnings per share) are defined in Note 3.
Adjusted profit
beforetax (£m)
Target: >5% growth
2021 2022 2023
307.0
346.1
387.4
Why is this a KPI?
Growing our profits will
ultimately generate value
for our shareholders and
create more opportunity
toinvest further.
Definition
The Group’s adjusted
profitbefore tax is
described in Note 3,
whichensures a consistent
basis for comparison.
Performance
Adjusted profit before tax
growth was 12% in 2023,
above our 5% target.
Thisstrong performance
reflectsthe commercial
and operational focus
during the year, and the
Heatmiseracquisition.
Remuneration
Read more on
pages 138-145.
Cash conversion
(%)
Target: >90%
2021 2022 2023
86
80
89
Why is this a KPI?
Cash generation supports
investment in our business
and enables the Group
toprovide returns to
shareholders through
dividends. Strong cash
generation also ensures a
strong balance sheet, giving
customers and suppliers
confidence in the future
ofthe Group.
Definition
Cash conversion is the
adjusted operating cash
flow as a percentage of the
adjusted operating profit.
Performance
Cash conversion increased
to 89% in 2023, supported
by profit growth and a
continued focus on working
capital management.
Return on invested
capital (%)
Target: >12%
2021 2022 2023
13.2
12.7
13.1
Why is this a KPI?
The measure provides an
indication of IMI’s ability to
deploy capital effectively.
Definition
Adjusted operating profit
after tax divided by average
capital invested. Capital
invested is defined as net
assets adjusted to remove
net debt, derivative assets/
liabilities, defined benefit
pension position (net of
deferred tax) and to reverse
historical impairments of
goodwill and amortisation of
acquired intangible assets.
See the calculation
onpage 36.
Performance
The Group’s return on
invested capital increased to
13.1%, reflecting the increased
profitability of the business
compared to the prior year.
Remuneration
Read more on
pages 138-145.
Adjusted basic earnings
pershare (pence)
Target: >5% growth
2021 2022 2023
92.0
105.5
116.8
Why is this a KPI?
Creating consistent
long-term value
forshareholders.
Definition
Adjusted profit after tax
divided by the weighted
average number of basic
ordinary shares.
Performance
Adjusted earnings per
shareincreased by 11% in
the yearto 116.8p, above
our 5% growth target.
Remuneration
Read more on
pages 138-145.
Return on invested capital,
adjusted earnings per
shareand CO
2
intensity are
performance targets for
the2022, 2023 & 2024 IIP.
Adjusted profit before
taxisa performance
targetforthe annual
incentive scheme.
Read more on page 140.
29
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Corporate Governance
Financial Statements

Financial review
Key highlights
Adjusted
1
Statutory
2023 2022 Change Organic
4
2023 2022 Change
Revenue £2,196m £2,049m +7% +6% £2,196m £2,049m +7%
Operating profit £411m £364m +13% +10% £319m £298m +7%
Operating margin 18.7% 17.8% +90bps 14.5% 14.6% -10bps
Profit before tax £387m £346m +12% £302m £285m +6%
Basic EPS 116.8p 105.5p +11% 91.5p 87.6p +4%
Operating cash flow
2
£366m £290m +26% £439m £336m +31%
Dividend per share 28.3p 25.7p +10% 28.3p 25.7p +10%
Return on invested capital
3
13.1% 12.7% +40bps
1 Excluding the effect of adjusting items as reported in the income statement. See Note 3 for definitions of alternative performance measures.
2 Adjusted operating cash flow, as described in Note 3 to the financial statements. The statutory measure is cash generated from operations as shown on the cash flow statement.
3 Post-tax return on invested capital, as described in Note 3 to the financial statements.
4 After adjusting for acquisitions, disposals and exchange rates (see Note 4).
Certain alternative performance measures (APMs) have been included within this Annual Report. These APMs are used by the Executive
Committee to monitor and manage the performance of the Group, in order to ensure that the decisions taken align with the Group’s
long-term interests. Movements in revenue and adjusted operating profit are given on an organic basis (see definition in Note 3 to the
financial statements) so thatassessment of performance is not distorted by acquisitions, disposals and movements in exchange rates.
Further rationale for the use of APMs, their definition, and a reconciliation of APMs to statutory measures is presented in Note 3 to the
financial statements.
Delivering sustainable, profitable growth
The Group delivered a strong financial result in the year, as revenue, profit and adjusted operating margin improved. Revenue increased
by 7% to £2,196m (2022: £2,049m). Organic revenue was 6% higher than the prior year, after adjusting for acquisitions, disposals and
exchange rate movements. Exchange rate adjustments had an immaterial impact.
Adjusted operating profit of £411m (2022: £364m) was 13% higher than last year. On an organic basis, adjusted operating profit
increased by 10%.
Group adjusted operating margin was 18.7% (2022: 17.8%). Both platforms grew adjusted margins in the year as we continue to progress
towards our 20% margin target. Statutory operating profit was £319m (2022: £298m), which increased by 7%. The Group statutory
operating margin was 10bps lower than last year, largely reflecting an increase in restructuring costs recognised in 2023.
Delivering growth
Daniel Shook, Chief Financial Officer
IMI plc Annual Report 2023
30

Adjusted net financing costs on net borrowings of £22.7m (2022: £19.2m) was higher as a result of acquisitions completed in 2022 and
increases in base rates and includes the impact of £2.9m (2022: £2.8m) interest cost on leases. Statutory net finance costs were £16.2m
compared to £12.8m in 2022, largely reflecting the higher interest rate environment.
Adjusted net financing costs on borrowings were covered 22 times (2022: 24 times) by adjusted earnings before interest, tax, depreciation,
amortisation, impairment and adjusting items of £503m (2022: £457m). Net pension financing interest expense under IAS 19 was £0.5m
(2022: £1.5m income).
Adjusted profit before taxation was £387m (2022: £346m), which was 12% higher than 2022. Statutory profit before taxation increased
6% to £302m (2022: £285m) reflecting growth in the year and the Group’s continued execution of restructuring activities to improve
customer satisfaction and long-term competitiveness. The total statutory profit for the period after taxation was £237m (2022: £226m).
Platform results
Automation
Adjusted Statutory
£m 2023 2022 Change Organic
1
2023 2022 Change
Revenue
Process Automation 807 713 +13% +14% 807 713 +13%
Industrial Automation 543 535 +1% +0% 543 535 +1%
Total Revenue 1,350 1,248 +8% +8% 1,350 1,248 +8%
Operating profit 257 225 +14% +14% 202 188 +7%
Operating margin 19.1% 18.1% +100bps 15.0% 15.1% -10bps
1 After adjusting for acquisitions, disposals and exchange rates (see Note 4).
Process Automation (£m) 2023 2022 Change Organic
1
Closing order book 760 627 +21%
Order intake
Aftermarket 561 458 +22% +23%
New Construction 390 354 +10% +10%
Total order intake 951 812 +17% +18%
1 After adjusting for acquisitions, disposals and exchange rates (see Note 4).
Automation delivered strong organic revenue growth of 8%, with revenue also up 8% on a reported basis.
Process Automation had an excellent year, with strong order intake and continued organic growth. Orders were up 18% organically, with
a 23% increase in Aftermarket. Organic revenue was 14% higher than 2022 and 13% higher on an adjusted basis. We have benefitted
from our self-help initiatives in the Aftermarket and continued investments in energy security and have seen particular strength in LNG,
Nuclear and downstream Oil & Gas.
Industrial Automation delivered a good performance, despite uncertain markets. Organic revenue was in line with the prior year, and
was up 1% on an adjusted basis. We see continued demand for solutions that automate processes in a competitive labour market.
Adjusted operating profit increased by 14% on an organic basis and the adjusted operating margin improved by 100bps to 19.1%. This
was a strong performance, reflecting a further shift towards higher-margin Aftermarket opportunities and the continued execution of
footprint optimisation initiatives, which delivered £15m of incremental benefits in 2023.
Statutory operating profit increased by 7% to £202m in the year.
We expect to deliver good growth in 2024, following on from the strong order book in Process Automation and continued resiliency in
our Industrial Automation sector as the competitive labour market drives investment. We expect margins to increase, supported by the
continued delivery of our complexity reduction programme.
31
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Financial review continued
Life Technology
Adjusted Statutory
£m 2023 2022 Change Organic
1
2023 2022 Change
Revenue
Climate Control 386 350 +10% +3% 386 350 +10%
Life Science & Fluid Control 276 289 -4% -5% 276 289 -4%
Transport 184 162 +14% +14% 184 162 +14%
Total Revenue 846 801 +6% +2% 846 801 +6%
Operating profit 153 139 +11% +3% 116 110 +6%
Operating margin 18.1% 17.3% +80bps 13.7% 13.7%
1 After adjusting for acquisitions, disposals and exchange rates (see Note 4).
Life Technology delivered a resilient performance, despite some significant market uncertainty. Revenue was up 6% and 2% on an
organic basis.
Climate Control saw good demand for its energy-saving products, with revenue up 10% when compared to 2022 and 3% higher on an
organic basis. Whilst trends in the European construction market did impact sales in the second half, the sector continues to perform
resiliently due to the strong retrofit demand for products that improve energy efficiency in buildings. The integration of Heatmiser,
acquired in December 2022, has progressed well as we look to accelerate our growth in smart buildings.
Life Science & Fluid Control revenue was 4% lower than in 2022 and 5% lower on an organic basis. We saw customer destocking and
reduced demand in the second half and expect this to continue into 2024. The long-term fundamentals of this sector are strong, and
we remain excited about the opportunities for growth.
Transport revenue was up 14% when compared to 2022, and 14% higher organically. We saw growth across all regions in the year as
supply chains recovered. We have benefitted from particularly strong demand in China and India.
Adjusted operating margin for the year was 18.1%, 80bps higher than the prior year. The platform continues to advance complexity
reduction initiatives, delivering £5m of incremental benefits in the year.
Statutory operating profit increased by 6% to £116m in the year.
We expect Life Technology to be broadly flat in 2024, reflecting continued demand for our energy-efficient products in Climate Control,
offset by softer performance in Life Science and Transport. We expect margins to increase, supported by the continued delivery of our
complexity reduction programme.
Adjusting items
Adjusting items
2023
£m
2022
£m
Reversal of net economic hedge contract (losses)/gains (8) 3
Restructuring costs (48) (26)
Acquired intangible amortisation and other acquisition items (34) (34)
Exit from Russia (2) (9)
Gains on instruments measured at fair value through profit or loss 7 5
Tax in connection with the above adjusting items 19 15
Total adjusting items (66) (46)
Adjusting items that are excluded from adjusted profit before tax are listed below:
– Reversal of net economic hedge contract losses/gains: for segmental reporting purposes, changes in the fair value of economic
hedges which are not designated as hedges for accounting purposes, together with the gains and losses on their settlement, are
included in the revenues and adjusted operating profit of the relevant business segment. The adjusting item reverses this treatment at
an operating profit level, leading to a loss of £8m (2022: £3m gain).
IMI plc Annual Report 2023
32

– Restructuring costs: Restructuring costs of £48m were incurred in 2023, with a breakdown of these costs by platform, alongside
expected benefits provided below. Further details on 2023 projects are included in Note 3.
– Acquired intangible amortisation and other acquisition items: Acquired intangible amortisation is excluded from adjusted profits, to
allow for comparability of the performance across platforms. Acquired intangible amortisation increased to £32m (2022: £30m).
Other acquisition costs of £2m (2022: £4m) were incurred relating to a Heatmiser IFRS 3 fair value inventory adjustment.
– Exit from Russia: During 2023, changes were made to the legal structure of a customer which resulted in a £2m write-off. In 2022,
the Group’s decision to end all new business in Russia resulted in a charge of £9m.
– Gains on instruments measured at fair value through profit or loss: A gain arose on the revaluation of financial instruments and
derivatives under IFRS 9 of £7m (2022: £5m gain).
– Taxation: The tax effect of the above items has been recognised as an adjusting item and amounts to a £19m gain (2022: £15mgain).
Complexity reduction continues to deliver benefits
Along with investments into our future growth, IMI continues to identify and execute on opportunities to drive more efficient operations.
The following tables provide a summary of progress on our restructuring programme:
£m 2023 2024* 2025*
Restructuring charge
Automation (31) (27) –
Life Technology (17) (12) –
Total charge (48) (39) –
Cash impact (40) (27) (5)
£m 2023 2024* 2025*
Incremental annual benefits
Automation 15 6 6
Life Technology 5 9 1
Total benefits 20 15 7
* Future looking forecast information.
Both platforms advanced their significant multi-year restructuring projects in 2023, recognising a total charge of £48m.
The restructuring programme contributed £20m of benefits in the year. Including 2023, the programme has cost £192m to date and has
delivered annual benefits of £104m.
We continue to expect that the programme will complete in 2024, although the Group will always seek and execute on opportunities
that improve its competitive position.
Taxation
The adjusted effective tax rate for the Group increased to 21.8% (2022: 21.3%), reflecting the increase in the UK statutory rate of corporation
tax from 19% to 25% with effect from 1 April 2023. The tax rate in 2023 also benefitted from favourable resolutions of certain historic tax
cases. The total adjusted tax charge for the year was £85m (2022: £74m) and the statutory effective tax rate was 21.5% (2022: 20.7%). The
Group seeks to manage its tax affairs within its core tax principles of compliance, fairness, value and transparency, in accordance with the
Group’s Corporate Tax Strategy which is available on the Group’s corporate website. We are expecting the adjusted effective tax rate to
increase to around 24% in 2024, due in part to higher UK corporation tax rates and new minimum tax legislation.
Adjusted basic earnings per share increased by 11%
The average number of shares in issue during the period was 259m (2022: 258m), resulting in adjusted basic earnings per share of
116.8p (2022: 105.5p), an increase of 11%. Statutory basic earnings per share increased by 4% at 91.5p (2022: 87.6p) and statutory diluted
earnings per share increased by 5% at 91.2p (2022: 87.2p).
33
Strategic Report
Corporate Governance
Financial Statements

Financial review continued
Maintaining continued cash discipline
Movement in net debt
2023
£m
2022
£m
Adjusted EBITDA* 503.2 457.0
Working capital movements (31.3) (85.1)
Capital and development expenditure (79.9) (71.3)
Provisions and employee benefit movements** (2.7) 1.5
Principal elements of lease payments (29.0) (32.3)
Other 6.0 20.2
Adjusted operating cash flow *** 366.3 290.0
Adjusting items (43.1) (52.6)
Interest (22.7) (19.2)
Derivatives 9.8 (8.6)
Tax paid (76.1) (48.6)
Additional pension scheme funding – (3.5)
Free cash flow before corporate activity 234.2 157.5
Dividends paid to equity shareholders (68.8) (62.2)
Acquisition/disposal of subsidiaries 0.5 (213.3)
Net issuance/(purchase) of own shares 0.6 (18.8)
Net cash flow (excluding debt movements) 166.5 (136.8)
Reconciliation of net cash to movement in net debt
Net increase in cash and cash equivalents excluding foreign exchange 17.7 11.0
Less: cash acquired/disposed 0.4 (10.0)
Net repayment/(drawdown) of borrowings excluding foreign exchange and net debt disposed/acquired 148.4 (137.8)
Decrease/(increase) in net debt before acquisitions, disposals and foreign exchange 166.5 (136.8)
Net (debt)/cash acquired/disposed (0.4) 10.0
Currency translation differences 1.8 (50.6)
Movement in lease liabilities 5.5 (11.8)
Movement in net debt in the year 173.4 (189.2)
Net debt at the start of the year (812.0) (622.8)
Net debt at the end of the year (638.6) (812.0)
* Adjusted profit after tax (£302.9m) before interest (£23.2m), tax (£84.5m), depreciation (£74.8m), amortisation (£17.6m) and impairment (£0.2m).
** Movement in provisions and employee benefits as per the statement of cash flows (£0.9m) adjusted for the movement in restructuring provisions (£3.6m).
*** Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows, less cash spent acquiring property, plant and equipment, non-acquired
intangible assets and investments; plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the cash impact of adjusting items; a
reconciliation is included in Note 19.
Adjusted operating cash flow was £366m (2022: £290m). This represents a conversion rate of total Group adjusted operating profit to
adjusted operating cash flow of 89% (2022: 80%), largely reflecting good working capital management during 2023. There was a £43m
cash outflow from adjusting items (2022: £53m outflow) primarily related to restructuring costs.
Net working capital balances increased by £31m, with a £58m increase in payables in line with growth offset by a £57m increase in
receivables and a £32m increase in inventory, with investments in stock to support the Process Automation order book offsetting the
strategic reduction of inventory in other sectors. The £85m increase in 2022 was due to a £39m increase in receivables and a £47m
increase in inventory, partly offset by an increase in payables of £1m.
Cash spent on property, plant and equipment and other non-acquired intangibles in the year was £80m (2022: £71m), which was
equivalent to 1.3 times (2022: 1.2 times) depreciation and amortisation thereon. The Group continues to deploy capital to support
growth and improve the efficiency of its operations, including projects that support our net zero carbon target.
IMI plc Annual Report 2023
34

Research and development spend, including capitalised intangible development costs of £6m (2022: £6m), totalled £72m (2022: £68m),
representing 3.3% (2022: 3.3%) of sales. The Group continues to support investment in growth, with this spend focused on delivering
better world solutions. As this measure focuses primarily on the efforts of the engineering function, it does not fully capture the
cross-functional support in Growth Hub initiatives – a significant further investment alongside our research and development spend.
In 2023, the Group paid cash tax of £76m (2022: £49m), which was 117% (2022: 82%) of the statutory tax charge for the year.
Free cash flow before corporate activity increased significantly to £234m (2022: £158m).
Dividends paid to shareholders totalled £69m (2022: £62m), and there was a cash inflow of £1m associated with the issue of share
capital for employee share schemes (2022: £19m outflow).
Overall net debt reduced by £173m in 2023 (2022: £189m increase).
Strong balance sheet offers strategic flexibility
Net debt at the year-end was £639m, compared to £812m at the end of the previous year. The reduction reflects the strong cash
generation in the year. The net debt is composed of a cash balance of £107m (2022: £133m), a bank overdraft of £66m (2022: £94m),
interest-bearing loans and borrowings of £580m (2022: £746m) and lease liabilities of £100m (2022: £105m).
The year-end net debt to adjusted EBITDA ratio was 1.3 times (2022: 1.8 times). At the end of 2023, loan notes totalled £532m
(2022: £546m), with a weighted average maturity of 3.6 years (2022: 4.6 years), and other loans including bank overdrafts totalled £114m
(2022: £294m). Total committed bank loan facilities available to the Group at the year-end were £300m (2022: £300m), of which £nil
(2022: £100m) was drawn.
At 31 December 2023, the value of the Group’s intangible assets, including goodwill, was £958m (2022: £1,014m restated).
The net book value of the Group’s property, plant and equipment at 31 December 2023 was £300m (2022: £299m). Capital expenditure
on property, plant and equipment amounted to £60m (2022: £57m), with the main capital expenditure focused on production facility
investment to support operational efficiency and growth. Including capitalised intangible assets, total capital expenditure was £80m
(2022: £71m) and was 1.3 times (2022: 1.2 times) the depreciation and amortisation charge (excluding acquired intangible amortisation
and lease asset depreciation) for the year of £63m (2022: £60m).
The net deficit for defined benefit obligations at 31 December 2023 was £49m (2022: £19m deficit). The UK deficit was £4m
(2022: £28m surplus), with the liabilities fully bought-in in 2022. The deficit in the overseas funds as at 31 December 2023 was £45m
(2022: £47m deficit).
35
Strategic Report
Corporate Governance
Financial Statements

Financial review continued
Return on invested capital (ROIC)
The Group uses ROIC as an indication of IMI’s ability to deploy capital effectively. The Group’s definition of ROIC is adjusted operating
profit after tax divided by average capital invested. Capital invested is defined as net assets adjusted to remove net debt, derivative
assets/liabilities, defined pension position (net of deferred tax) and to reverse historical impairments of goodwill and amortisation
ofacquired intangibles.
ROIC was 13.1% in 2023 (2022: 12.7%) which increased by 40bps reflecting the strong trading performance and the full year profit impact
of acquisitions completed in 2022.
Return on invested capital
2023
£m
2022
£m
Adjusted operating profit 410.6 363.8
Notional tax charge (89.5) (77.5)
Net adjusted operating profit after tax 321.1 286.3
Net assets 1,030.2 905.6
Adjusted for:
Net debt 638.6 812.0
Restructuring provision 20.9 17.8
Net derivative assets/liabilities (1.2) (1.9)
Net defined pension benefit 48.9 18.9
Deferred tax on employee benefits (13.5) (5.0)
Previously written-off/impaired goodwill 346.9 346.9
Acquired intangibles amortisation 387.6 366.5
Closing capital invested 2,458.4 2,460.8
Opening capital invested 2,460.8 2,039.6
Average capital invested 2,459.6 2,250.2
Return on invested capital 13.1% 12.7%
Disposals
On 2 October 2023 the Group disposed of IMI Aero-Dynamiek for proceeds of £0.8m resulting in a gain on disposal of £0.7m.
Thebusiness contributed revenue of £4m and operating profit of £nil prior to disposal.
Foreign exchange
The income statements of overseas operations are translated into Sterling at average rates of exchange for the year, balance sheets
aretranslated at year-end rates. The most significant currencies are the Euro and the US Dollar – the relevant rates of exchange were:
Average rates Balance sheet rates
2023 2022 2023 2022
Euro 1.15 1.17 1.15 1.13
US Dollar 1.24 1.24 1.27 1.21
The movement in average exchange rates between 2022 and 2023 had no material impact on both revenue and adjusted operating
profit in the full year when compared to 2022.
If exchange rates as at 16 February 2024 of US$1.27 and €1.17 were projected for the full year and applied to our 2023 results,
itisestimated that both revenue and adjusted operating profit would be 2% lower.
Treasury
IMI has a centralised Treasury function that provides treasury services to Group companies including funding liquidity, credit, foreign
exchange, interest rate and base metal commodity management. The Group Treasury function manages financial risks in compliance
with Board-approved policies.
IMI plc Annual Report 2023
36

Disciplined approach to capital allocation
The Board has a clear and disciplined framework for capital allocation.
The Group will look to prioritise opportunities to deliver incremental organic growth as it continues to invest in its people and
operations. Capital expenditure was 1.3x depreciation during the year (2022: 1.2x) with R&D expenditure at 3.3% of sales (2022: 3.3%), in
line with a target to maintain spend above 3.0% of sales.
IMI will continue to pursue strategic acquisitions to further enhance the portfolio. These acquisitions must be in attractive, better world
markets, and must deliver returns in line with our strict financial criteria, delivering returns above the Group weighted average cost of
capital by year three and must not be materially dilutive to the Group return on invested capital by year five.
The Group is committed to a progressive dividend policy and would consider the appropriate mechanism to return additional surplus
capital should the Group’s net debt to adjusted EBITDA fall sustainably below our 1.0x – 2.0x target range.
There is significant headroom to current funding covenants of 3.0x net debt to adjusted EBITDA.
The Group remained highly cash generative in 2023, with free cash flow before corporate activity increasing 48% to £234m in the year
(2022: £158m). Net debt reduced to 1.3x adjusted EBITDA (2022: 1.8x), comfortably within our target range.
At 31 December 2023, IMI plc (the parent company) had distributable reserves of £304m (2022: £282m).
Daniel Shook
Chief Financial Officer
37
Strategic Report
Corporate Governance
Financial Statements

Stakeholder engagement
Our
stakeholders
Our strategic decisions have
significant implications for allof
our stakeholders. Building strong
andpositive relationships with
ourkeystakeholders is critical
tofulfilling IMI’s purpose,
delivering our strategy and
achieving long-term sustainable
success. We engage withour
keystakeholder groups to
develop and maintain positive
andproductive relationships.
Employees
What is important to them?
– Health, wellbeing and safety atwork
– A positive and inclusive culture, which values
their unique contribution and supports their
diverse working needs
– An environment that engages all employees
andinvolvesthemincreating our future
– Opportunities to grow and develop
– Reward and recognition
– Clear workforce policies
Why are they important to us?
– Our people are essential to delivering performance and growth;
theybring diverse skills, knowledge, and experience
– We want our people to be our greatest ambassadors, upholding our
reputation and collaborating to solve industry and societal problems
– We expect our leaders to create an environment where our purpose
and values are front and centre and that our employees will uphold
ourvalues across all their interactions
How do we engage?
– Board visits, including:
– In October 2023, the full Board visited our Adaptas site in Palmer, USA
– In May 2023, our Chair, Chief Executive Officer and Automation CEO
Jackie Hu visited our Process Automation sites in South Korea and
Japan. Town hall meetings were held for all employees, as well as
aQ&A session
– Quarterly CEO-led leadership calls with local business cascade
– Our non-executive director with designated responsibility for employee
engagement; Thomas Thune Andersen has an annual programme of
employee events, with feedback shared with the whole Board
– Board employee engagement sessions, held in the UK and USA
– IMI Way Day, attended by a number ofour non-executive directors
– During our head office IMI Way Day, Thomas Thune Andersen shared
Boardand Executive actions taken toaddress feedback from employee
engagement sessions
– Our anonymous employee survey, ’OneBig Voice’
– Health, safety and wellbeing programmes
– Communications calendar – engaging campaigns to support
keyglobal events aligned to our purpose and core values
– Workplace live broadcasting events withFAQs
– Independent confidential hotline forraising concerns
– Annual European Communications Forum
– Global Graduate Conference
How do we measure engagement?
We carry out an annual anonymised survey of employees – One Big
Voice – toassess employee engagement, as well focus pulse surveys.
Please see page 28 formore details.
Outcomes of engagement:
We again saw high engagement scores across the Group. Wellbeing was
highlighted asanarea which we need to keepbuilding our capability
andoffering. We are developing thewellbeing elements within the
Employee Value Proposition andhave introduced family-friendly policies
and a global menopause policy.
Where we are making strategic
decisions, we assess the impact
onaffected stakeholders,
balance competing interests
and,where appropriate, engage
directly with them on the topic.
Formal and informal engagement
occurs throughout the Board’s
annual cycle.
38
IMI plc Annual Report 2023

Customers
What is important to them?
– Collaboration to better understand
theirneeds
– Innovative solutions to solve their problems
– Value-enhancing products and services
– New products to help meet ESG requirements
– Access to engineering expertise
– World-class customer service
– Long-term partnerships
Why are they important to us?
– We want to solve key customer and industry problems
withinnovative solutions
– Our customers ultimately fund everything
wedotoadvanceourpurpose
– We want IMI to deliver sustainable, profitable growth
How do we engage?
– Application engineering and technical andproduct support,
withaccess toourindustry-renowned experts
– Early-stage engagement through marketing,
bidsandprospecting
– Commercial negotiations and customerservice, maintained
throughongoing relationships and keyaccount management
– Lunch and learn with customers
– Customer attendance at our 2023 IMIWay Day
– Board engagement with customers
– The Board receives regular updates onnetpromoter scores
– Voice of Customer surveys andmeetings
– Investment in digital platforms to driveknowledge-sharing,
customer networking and relationship building
– Engagement between supply chain teams and customers
– Attendance at trade fairs and exhibitions
How do we measure engagement?
Performance monitoring and improvement through
customer-driven metrics such as on-time delivery and
netpromoter scores
Outcomes of engagement:
– We continue to see strong NPS scores across the Group.
Thesesurveys alsoidentify focus areas to improve
customerengagement on a site-by-sitebasis
– Continued organic growth
Investors and
funding providers
What is important to them?
– Consistent financial performance
– Profitable growth and financial returns
– Balance of long and shortterm value
– Clear, easy to understand strategy
– Strategy execution, including M&A
– Risk management and resilience
– Stewardship, including ESG
– Effective capital allocation
– Succession planning
– Company culture
– Strong ability to repay borrowings andinterest on time
Why are they important to us?
– Investor and funding providers, support is vital for IMI
toachieve itspurpose
– We want to create value for our investors
How do we engage?
– AGM with Q&A – all Directors attend our AGM inperson
– Meetings held with over 190 unique investors (2022: over 70)
– Investor Roadshows with investor Q&A
– Press release webcast with investor Q&A
– In November 2023 our Investor Relations teamand CFO
hosted a group of 9 existing and prospective investors at
ourBirmingham offices, where they hadthechance to
meet a number of different product specialists from our
platforms. Our Platform CEOs also joined for a Q&A session
– Board updates from IMI’sbrokers and PR advisers
onshareholder register and movements
– Regular updates with our debt holders and core banks
– Chair and Committee Chairs are available upon request
– Direct engagement between directors and investors
– As part of the triennial review of our remuneration policy,
our top 10 shareholders and proxy voting agencies received
a consultation letter from our Remuneration Committee
Chair in November which outlined the proposed changes
and an opportunity todiscuss the changes further
– Supportive responses from shareholders on remuneration
consultation letter
How do we measure engagement?
Engagement is measured by the number of votes cast at our
AGM and votes cast in favour of ourresolutions
Outcomes of engagement:
– The results of our 2023 AGM are available on our website.
All resolutions were passed with over 88% of votes infavour
– Successful refinancing of three ofourrevolving credit
facilities (including sustainability linked terms) in 2023
oncompetitive terms
– Shareholder base remains highly supportive of our
purpose-led strategy
– We re-entered into the FTSE 100 index
39
Strategic Report
Corporate Governance
Financial Statements

Stakeholder engagement continued
Suppliers
What is important to them?
– Long-term partnerships
– Fair and timely payment
– Fair commercial terms
– Collaborative approach
Why are they important to us?
– Suppliers provide the products and services we need
tooperate and createvalue
How do we engage?
– IMI Supply Chain Code of Conduct setsour expectations
(available on ourwebsite)
– Most direct suppliers are engaged locallyand key indirect
suppliers are managed globally
– The supplier partnership programme develops key
suppliers inall aspects ofthe business relationship from
qualityand costto innovation and climate impact
– Board reviews and approves our Modern Slavery
statement, which can be found on our website
– Processes for tendering, supplier onboarding, contract
negotiations, reviews and compliance checking (product
compliance, conflict material sourcing, ESG and innovation)
– Supplier audits & improvement actiontracking
– Quarterly business reviews with preferred suppliers
– Online questionnaires to understand our suppliers’
carbonemissions
– We deploy a process to check supplier’s technical and
security measures where they handle IMI data
– Selected suppliers are currently being consulted as part
ofa technical collaboration to reduce emissions through
design changes, material substitutions, recycling, and
manufacturing process analysis
How do we measure engagement?
We monitor key metrics across our supply chains including
quality, on time delivery and prompt payment
Outcomes of our engagement:
– Implementation and roll-out of ‘IMI buy’ allowing for a
more structured engagement with and management of
IMI’s Indirect Procurement supply base
– Reduction on prior year of the number of invoices due
butnot paid within agreed terms
Communities and
Environment
What is important to them?
– Making a positive social and
economicimpact
– Creating employment opportunities
– Minimising environmental impact on theneighbourhoods
where we operate and on the global community
– Responsible and sustainable business
Why are they important to us?
– Represents our social license to operate
– Nurturing and protecting our reputation
– Enables IMI to attract and retain the besttalent
How do we engage?
– Volunteering in the community aspartof IMI Way Day
– Members of our employee-led GlobalPride Network took
partin Birmingham’s Pride Parade for the firsttime,
marching alongside an IMIbranded vehicle to show support
forthe LGBTQIA+ community
– University partnerships and GraduateProgramme
– Engagement of Ricardo to support ESGstrategy planning,
target setting and progress
– Active tracking, management and reduction plans across
IMI sites foremissions
– Engagement with key suppliers onenvironmental credentials
– Head of Sustainability attends Board meetings to update
ontheCompany’s ESG and better world progress
– ESG deep dive held with the Board in September 2023
covering climate opportunities and risks aiding our Task
Force on Climate-related Financial Disclosures (TCFD)
– Product life cycle assessments
How do we measure engagement?
– We measure community volunteering by our employees,
particularly during the annual IMI Way Days
– We also monitor key external governance metrics
Outcomes of our engagement:
– Over 3,000 employees volunteered a combined total of
more than 7,000 hours (2022: over 4,000 employees
volunteered a combined total of over 10,000 hours)
– MSCI ESG Rating – maintained AA status
– CDP Climate Change – maintained B status
– Maintained FTSE4Good inclusion andLSE Green Mark
– Reporting in accordance with the Global Reporting Initiative
– Submission of our targets to the Science Based Targets
initiative (SBTi) for validation
– We were named one of Europe’s Climate Leaders 2023
(Financial Times)
– In 2023 we signed our first ESG linked funding facility
IMI plc Annual Report 2023
40

Government
and regulators
What is important to them?
– Responsible, ethical and
compliantbusiness
– As a listed company, compliance withUK Corporate
Governance Codeand Listing Rules
– Fair employment practices
– Tax income to support society
– Sustainable approach to business
Why are they important to us?
– Good compliance and strong relationships support our
business, help us grow and protect our reputation
– Evolving regulation can create newbusiness opportunities
– They can help IMI attract the besttalent
How do we engage?
– Our Code of Conduct establishes thestandards we have
setforIMI andour employees to comply with applicable
laws andregulations
– Board reviews and approves our Modern Slavery statement
– Audit Committee reviews and approves our corporate
taxstrategy
– Legal and regulatory updates are provided regularly
totheBoard
– The IMI Supply Chain Code of Conduct establishes the
standards we have set for our suppliers to ensure we
havearesponsible, ethical, sustainable andcompliant
supplychain
– Engagement with relevant taxauthorities in the year,
includingHMRC
– Engagement with data privacy regulators regarding
cyberincidents, when needed
– Engagement with regulatory bodies intransport and
nuclearmarkets to support ongoing business and
compliancerequirements
How do we measure engagement?
– We measure our progress through feedback from
governments and regulators on our activities and
throughthird party audits
Outcomes of our engagement
– We published our updated corporate taxstrategy
– We published our Modern Slavery Statement
– On time tax filings
– Good working relationships with keyregulators
– Positive relationship with HMRC
41
Strategic Report
Corporate Governance
Financial Statements

Promoting the success
oftheCompany
s.172 statement
This statement is made to explain how our Board of Directors, both individually and together, have acted in the
way they consider, in good faith, would be most likely to promote the success of the Company for the benefit
ofits members as a whole and having regard (amongst other matters) to factors set out in Section 172(1) (a) to (f)
of the Companies Act 2006 in the decisions taken during the year ended 31 December 2023.
The IMI Governance Framework describes
Board level governance and how the
Board delegates its authority. All Board
decisions are made with the Group’s
long-term success in mind and, as can be
seen from this Annual Report, the Board
has regard to a broad range of matters
including the voice of stakeholders.
Whereappropriate, Board papers include
as.172 assessment to support the Board
inits duties. The oversight and monitoring
activities of the Board include maintaining
an understanding of key stakeholders
andbeing receptive to the voice
ofstakeholders. When making decisions,
each director ensures that they act in a
way they consider, in good faith, would
most likely promote the Company’s
success for the benefit of its members
asawhole, and, in doing so, have regard
(among other matters) to:
a) the likely consequences of
anydecision in the long term
The Board has adopted an established
business planning process and sets strategy
with a view to long-term success, to deliver
our purpose – Breakthrough engineering
for a better world. Our better world
strategy, including our ESG ambitions and
targets is described on pages 44 to 85.
b) the interests of the
Company’semployees
Our people are essential to delivering
performance and growth. The Group
depends on its employees for its success
and invests considerable time and
resources in employee engagement,
training and development, as summarised
on pages 48 to 51. Thomas Thune
Andersen isthe non-executive director
with designated responsibility for employee
engagement, which includes gathering
theviews of the workforce on behalf of the
Board. Please see pages 114 and 119 for
more information about his role and
activities. The Board also meets a range of
employees. When making key decisions,
the Board considers employees’ views
gathered through engagement
mechanisms and potential impacts on
theworkforce, with Thomas and other
directors (where relevant) contributing
anyrelevant employee insights during
board discussions.
c) the need to foster business
relationships with suppliers,
customers and others
Customer service and value are at the
core of our business model and strategy
and are key to building a long-term
sustainable business. The Board monitors
indicators of the customer experience and
welcomes the increased emphasis on the
customer that management is building.
Our businesses work collaboratively with
partners, including suppliers, distributors
and agents, who are closely managed
froma commercial and compliance
perspective. Further information can
befound on page 54.
d) the impact of operations onthe
community and the environment
Our sites are positive contributors to
theirlocal communities as employers
andalso through apprenticeships,
employee training and community
activities (including the annual IMI Way
Day, humanitarian activity and donations),
see page 49 for further details. TheBoard
approves and monitors the Group’s plans
to minimise the impact on the
environment. Our continued progress
depends upon the Board driving ESG
initiatives and channelling investment
toprojects with due regard for the
environment. Further information on
ESGmatters appears on pages 44 to 85.
e) the desirability of maintaining
areputation for high standards
ofbusiness conduct
Our ESG initiatives are consistent with
building our standing as a good corporate
citizen looking to have a positive impact
on the world. The Board demands high
standards of conduct from all directors
and employees and expects management
to be mindful of how and with whom
business is conducted. The Group will
decline to have dealings with third parties
that display poor business conduct or that
do not pass applicable onboarding checks.
Further information about how we ensure
that we operate ethically at all times and
our purpose, values and culture can be
found on pages 82 to 85.
f) the need to act fairly between
shareholders of the Company
It is not always possible to provide positive
outcomes for all stakeholders and the
Board sometimes has to make decisions
based on balancing the competing
priorities of stakeholders.
IMI plc Annual Report 2023
42

Always care
Be curious Create impact
Key Board Decisions inthe Year
1
New business structure
In July 2023, we announced our new
business structure, which further aligns
toour key sectors and positions IMI to
accelerate growth now and over the
long term. Reporting is now aligned
across two platforms and five sectors.
Moving away from the previous divisional
structure aligns with our strategy of
operating IMI as ‘One Big Team’ and
enables us to optimise performance by
putting our best people and resources
toward our biggest opportunities.
The Board took into account feedback
from ouremployees that development
opportunities were predominantly
withintheir own divisions. The new
structure provides the opportunity to
reset our culture by formally dissolving
the divisions and bringing the focus
backto IMI as a Group. The Board
wasmindful of the importance of
communicating the changes to
employees. Communication plans
wereagreed to ensure that employees
wereinformed at the right time and
would continue to receive regular
updates onthe restructure. On the day
of the announcement, we held a live
event onour internal communication
platform forall employees that included
a Q&Awith our Executive Committee.
Feedback on the new structure will
beakey topic for Board employee
engagement sessions in2024.
The way wehelp solve customer
problems has strengthened. We aim
toaccelerate better world growth by
getting even closer to our customers
through sector focused teams as well
asaccelerating our innovation. There
will be more opportunities to grow by
helping our customers to improve
theirproducts and operations.
Regulatory requirements were considered,
including reporting implications for our
financial results. Weconsulted with our
brokers to understand the likely reaction
of our investors. To support the investor
and analyst community, in November
2023, we published historical pro-forma
financial information.
2
Our updated branding
andvalues
To support our evolving IMI operating
model, we launched a culture and brand
review in December 2022. The Board
was mindful of building a strong brand
identity to foster long-term value.
A significant pieceof research was
undertaken, led by the Executive
Committee. A workshop was held and
anemployee survey was open to all
employees, with over 500 responses
received. Employees played a critical
rolein shaping our refreshed values by
providing their views. Approximately
40in-depth interviews were then held
from across the organisation and with
our customers.
During employee engagement focus
group sessions, the Board received
feedback that there was an opportunity
to have more consistent branding to
help reduce some of the complexity
that customers experience. The Board
considered the opportunity for the
newbranding to articulate more clearly
who we are and what we stand for –
thiswill help us to attract the best
people andsimplify our story to
customers. Weexpect this to help
suppliers too. Weare mindful of the risk
of waste associated with a rebranding
exercise and will ensure that we
minimise the environmental impact by
using up material in the old branding
where possible. Our new branding and
values were reviewed and approved by
the Board in October 2023 and we
have started the transition.
3
Science Based Targets
initiativesubmission (SBTi)
As part of our growing commitment to
our purpose, Breakthrough engineering
for a better world, we have submitted
our near-term and net zero targets
(Scope 1, 2 and 3) to the SBTi for
validation. The submission was
approved by the Board in October
2023. The Board determined that
SBTi-approved targets support our ESG
strategy and underpin the long-term
viability, credibility and sustainability of
the Group. The Board agreed that the
enhanced focus on our emissions
reduction is likely to have a positive
impact on the environment and the
communities in which we operate.
The Board took into consideration
thedesire of customers to buy from
responsible and sustainable suppliers.
Our near-term and net zero targets
align with customer expectations for
abetter world and achieving SBTi
approval will help our customers
achieve their own sustainability targets.
Suppliers play an integral part of our
Scope 3 reduction plans and their
engagement will be key.
The Board determined that
demonstrating our commitment to the
environment and our Climate Action
pillar will help IMI in being an employer
ofchoice.
Investors want to grow and maintain
shareholdings in companies which
are focused on sustainability. The
Board concluded that SBTiapproval
will aid future investment ifand
whenrequired, given the rise of
sustainability-linked funding.
When granted, SBTi validation will
demonstrate our commitment to
achieving our targets and enhance
ourcompliance with the evolving
regulatory framework.
43
Strategic Report
Corporate Governance
Financial Statements

Creating a better world
Creating a better world is
at the heart of our purpose
IMI’s role in a more
sustainable world
Creating a better world is at the heart
ofour purpose and approach to working.
Itapplies to everything we do, whether
innovating new products for our
customers, enhancing employee benefits
(such as our new Global Menopause
Policy) or helping our communities.
Ourproducts, services and solutions
enable our customers to improve their
own sustainability and support their
ambitions for a better world. We take
ourclimate-related targets seriously
andreducing ourfootprint and minimising
our impact remains a key area of focus.
The performance of our products and
ouroperations are key to ensuring we
deliver on our purpose of Breakthrough
engineering for a better world, and to
helpus align our sustainable strategy to
the UN Sustainable Development Goals
(SDGs). This is especially important as
weall transition to a circular economy,
minimising waste and pollution. We will
continue to make progress as we engage
and collaborate with our stakeholders
andremain true to our values.
Our approach to materiality
During 2022, we conducted a Group-level
materiality assessment to identify our
priority ESG topics; those most significant
to our key stakeholders and, therefore,
most strategic to our business. This
exercise formed the basis of our long-
term sustainability commitments, enabling
ourfocus and resources to be deployed
inthese priority areas. These areas
werefurther developed to form our
ESGframework structure of our core
ESGpillars:
– Empowering People;
– Sustainable Solutions;
– Climate Action; and
– ESG foundation of
ResponsibleBusiness.
During 2023 we have further developed
our assessment of climate-related
opportunities and risks and their alignment
with our material topics see page 72 for
further information). We aim to progress
this further in 2024 by conducting a
double materiality assessment to prepare
for CSRD compliance and will provide
anupdate on this in due course.
Integration of sustainability
Sustainability features in our business
processes and decision making, whether
this is at Board level making decisions
regarding our future strategy or within
theengineering teams reviewing materials
selection for a lower carbon footprint for
customers. Sustainability runs as a thread
throughout the organisation and is a key
focus for our activities of our IMI Way Day.
Sustainable initiatives are shared and
celebrated via our internal communication
platform and we continue to collaborate
with customers to improve our products
and services as well as engaging with
suppliers to ensure our supply chain acts
ethically and to our highstandards.
Key priorities for
the year ahead
1
Conduct Materiality Assessment
in preparation for Corporate
Sustainability Reporting Directive
(CSRD) compliance
2
Comprehensive net zero plan
andtransition strategy
3
Further refining our internal
dataquality
Highlights from 2023
– We made our commitment to set
science-based targets to the SBTi
and submitted both near-term and
net zero targets tothe SBTi for
validation in2023
– Introduction of our Product
Sustainability Assessment (PSA)
withinour sectors
– Creation of our Sustainable Supply
Chain Committee
– TCFD strategy focus update
Sustainability is at the
heart of IMI and creating a
better world is fundamental
to us. I am delighted with
the ongoing focus this
hasfrom our employees
and it’s exciting to see the
positive impact our people
are making.
Thomas Thune Andersen, non-executive
director responsible for ESG
IMI plc Annual Report 2023
44

Q&A
Daniel Shook
Chief Financial
Officer
How do our sustainability efforts
alignwith our financial strategy and
objectives, and what measurable
financial goals are associated with
these efforts?
By focusing on improving sustainability
of both our own operations as well
asour customers, we are creating
realvalue and revenue growth.
Ourassessment of climate-related
opportunities and risks see pages 72 to
81 helps to focus efforts on where we
invest our resources, both human and
capital. Our financial framework targets
of 5% organic growth, 20% operating
margins, and 12% ROIC are all directly
supported by our sustainability efforts.
Can you provide examples of successful
projects that have contributed to cost
savings or revenue generation?
Our IMI VIVO product (page 9) and our
work with an agricultural solutions
company see page 55 are two great
examples of revenue generation directly
arising from focusing our engineering
expertise on sustainable solutions. We
aim to accelerate these opportunities
further throughout 2024 and beyond.
Can you outline the long-term financial
resilience and competitiveness of the
Company, considering ESG factors,
andhow are we addressing any
emerging ESG-related financial risks
andopportunities?
We have made this a focus for 2023
aswe have assessed climate-related
opportunities and risks, as well as our
resilience responses and actions.
Moredetails can be found on pages 72
to 81. The assessment results were
presented to the Executive Committee
and the Board for their input in Q3 2023.
Given our strong engineering heritage,
deep applications knowledge and robust
financial foundations, we are confident
that we can successfully navigate any
ESG-related risks, and capture those
opportunities to support our future
growth and resilience.
Creating a better world –
OurESG Governance Framework
Our ESG governance framework aligns
toour purpose and underpins our strategy.
Itenables us to set and achieve our ESG
strategies and initiatives, ensures risk is
monitored and appropriately managed,
allows performance to be scrutinised
bythe Board and promotes clear
communication across the Group. In turn,
it supports effective decision-making,
helps us to build a sustainable business
and enables us to create long-term value
for all our stakeholders.
– The Board sets our strategy and ESG
priorities, receiving progress updates
throughout the year. For details of
activities carried out by the Board in 2023,
see pages 112 to 120.
– Our senior independent director,
Thomas Thune Andersen, is responsible
for ESG matters and supports our
Board’s responsibility to consider a
widerange of stakeholder perspectives
and drive IMI’s ESG agenda in decision-
making. His role and relevant experience
is described on page 107.
– Roy Twite, our Chief Executive Officer,
isaccountable for our ESG strategy
execution and performance, supported
by the Executive Committee who
oversee and review our progress in
ESG-related matters. More detail can
befound on pages 61 to 71 in our
TCFDstatement.
– Platform leadership is responsible for
implementing our strategy within the
platform, capturing data and cascading
initiatives and projects to the sectors.
Our platforms report individually on
their decarbonisation initiatives and
performance related to sustainability
metrics and targets.
– In 2023, we established a Sustainable
Supply Chain Committee to replace the
Scope 3 Committee. The Sustainable
Supply Chain Committee comprises a
focused team involved in establishing
our Scope 3 emissions, developing a
strategy to reduce Scope 3 emissions,
and enhancing our focus on supply
chain compliance.
– Additionally, we have focused teams
dedicated to data and regulatory issues,
internal and external reporting,
humanitarian/philanthropic giving,
among other areas.
45
Strategic Report
Corporate Governance
Financial Statements

Sustainability
at a glance
Creating a better world continued
Empowering people
Link to SDGs
Target
Employee Engagement:>80% of employees perceive IMI
as a great place to work
Diversity: 25% of women in management across the Group
Health & Safety: Maintain top quartile safety performance
within the industry sector
Performance
– Employee engagement, employees see IMI as a great
place to work, was 77% in 2023, as measured through
theOne Big Voice survey
– Percentage of women in management positions is 22%
– Total Recordable Incident Frequency Rate (TRIFR) was
0.44, up from 0.35 in 2022
Sustainable solutions
Link to SDGs
Target
Ensuring that our R&D spend remains at a minimum of 3%
of revenue
Performance
– R&D as a % of revenue remained at 3.3% in 2023
(2022: 3.3%)
Our goals
– Product performance: optimise product quality and
performance for our customers to help them reduce
their own emissions
– Operational excellence: improve efficiency and
reducewaste
– Innovation: develop products with enhanced focus
onquality, environmental impact and reliability to solve
customers’ problems
– Supply chain: engage our suppliers to ensure we
maintain a sustainable, ethical and resilient supply chain
Read more on pages 48-51 Read more on pages 52-55
IMI plc Annual Report 2023
46

Climate action
Link to SDGs
Target
Our emissions
Scope 1 & 2
– Decrease emission intensity to 1.39tCO
2
e*
(50% of 2019 baseline) by 2030 on a location basis
– Achieve net zero for Scope 1 & 2 emissions by 2040
Scope 3
– Decrease total Scope 3 emissions by 25% by 2030
– Achieve net zero for Scope 3 emissions by 2050
Our water usage
Decrease water intensity to 9.7m
3
* (10% reduction
compared to 2020 baseline) by 2030
Total non-recycled hazardous waste
Decrease by 50% froma 2022 base by 2030
Performance
Our emissions
Scope 1 & 2
– Total CO
2
intensity reduction of 29% from 2.78tCO
2
e*
in2019 to1.98tCO
2
e* on a location basis (2022: 2.09)
– Absolute CO
2
e emissions reduction of 33% from 57,500t
(in 2019) to 38,604t (2022: 40,480t)
Scope 3
– Total absolute Scope 3 emissions have reduced from
574,108tCO
2
e in 2021 to 529,376tCO
2
e in 2023
(an8%reduction)
Our water usage
Total water usage reduction of 8% from 203,444m
3
in 2020
to 186,171m
3
in 2023. Total water intensity reduction of 11%
from 10.8m
3
* in2020 to 9.6m
3
* in 2023
Total non-recycled hazardous waste
Total of 321t in 2023 (2022: 392t)
* per 1,000 hours worked
Responsible business
Link to SDGs
Our areas of focus
– Long-term sustainable success: ensure the viability
ofthebusiness by generating and preserving value over
the long-term
– Governance: framework of policies and procedures
which control and direct our company
– Ethics: acting with integrity to demonstrate the highest
standards of responsible and ethical behaviour
– Compliance: respecting and adhering to laws and
regulations and our policies and procedures
Read more on pages 56-81 Read more on pages 82-85
47
Strategic Report
Corporate Governance
Financial Statements

Empowering
people
Creating a better world continued
Overview
Our colleagues play a central role in our
purpose-led strategy, fostering a culture
of engagement and empowerment. We
prioritise the growth and support of our
workforce, providing opportunities for
advancement and encouraging creativity
and innovation. At the core of our people
strategy is a commitment to unlocking the
full potential of our invaluable asset – our
people. This focus was particularly crucial
in 2023 as we underwent a transformative
journey to unite the entire business as
‘oneIMI’ and strategically realign ourselves
with a more sector-focused approach.
Weare committed to upholding strong
relationships, and engaging regularly, with
union bodies – these are represented
across some of our sites.
Key 2023 highlights
– IMI Way Day 2023: this year at many
ofour sites during our annual employee
engagement day, we welcomed
customers to discuss their priorities
andhear their perspectives
– Positioned for growth: we adopted a
new sector-focused structure, allowing
more collaboration, creativity and
innovation among our people and
greater opportunity to move between
sectors (one big team)
– Global living wage: we brought all
ourpeople onto the local living wage
and intend to maintain this with
regularreviews in every market
– We hosted our annual European
Communications Forum (ECF). This
took place virtually this year and was
attended by employee representatives
from all of our key European
geographies. Securing representation
and appointing a representative differs
based on employment laws set in
eachcountry
Key priorities
1
Supporting our growth strategy
bymaximising the potential of our
greatest asset, our people and
matching our best people with
thebiggest opportunities
2
Employee engagement is the most
important KPI of our people strategy
and remains high, albeit with a slight
decrease in 2023 see page 28
3
Building a better working world and
prioritising our people by reinforcing
our ‘one big team’ culture, nurturing
personal development and offering
benefits that support physical, mental
and financial wellbeing
Key risks
– Attracting and retaining employees is our
biggest people-related risk because they
are critical to the success of our business
model. See page 93 for more information
Key opportunities
– Investing in employee development
isatop priority
– Cultivating a culture of continuous
learning and upskilling is crucial to
adapt to industry changes
– Identifying and nurturing high-potential
individuals for leadership roles is a
keyfocus
– Building a robust and diverse succession
pipeline is essential forfuture
organisational success
– Embracing digital transformation,
including generative AI, is a
strategicinitiative, which will
provideinnovative tools to
empoweremployees
– The goal is to enable employees
tocontribute meaningfully to IMI’s
success in a rapidly changing
technological landscape
– The introduction of an IMI-wide
chattool through Bing Chat Enterprise
has been implemented
– Leveraging AI through this tool allows
exploration of various use cases in
asecure environment
SDGs
Sub-targets: 3.9, 5.5, 8.7, 8.8
IMI plc Annual Report 2023
48

We are committed to attracting
high-quality, diverse people, through
animpactful and excellent candidate
experience. The global roll-out of a
common Applicant Tracking System (ATS)
has digitalised our recruitment process and
supported by our talent acquisition teams,
is improving the candidate experience. This
system allows job vacancies to be visible to
all employees globally across the
organisation, enabling a pipeline of
high-calibre applicants fromboth internal
and external sources. We continue to invest
in our social media presence, bringing the
IMI culture to life by sharing more
people-focused content and stories.
Visibility
We aim to match our best people
withthebiggest opportunities. In 2023,
this has included aligning talent data with
dynamic dashboards incorporating key
business metrics. Top and emerging talent,
identified through talent ratings, are
matched with opportunities based
onrevenue and other rankings. Our
dashboards guide how we align people
toroles for optimal business impact
andtosupport IMI’s succession pipeline.
Theannual Executive People Review
involves comprehensive analysis, including
gender diversity and succession coverage.
We extended talent data capture
throughout the organisation in 2023,
enhancing visibility at all levels and
functions. In our new structure, a
streamlined version of this process is
nowa regular feature in monthly sector
executive meetings ensuring a continuous
discussion on putting the best people
infront of the best opportunities. This
process emphasises the placement of
on-programme graduates and promoting
talent-sharing across the organisation.
The process provides the Executive
Committee with visibility of all graduates
on placement, to ensure that they are
learning and gaining on the job insights
from our most experienced and
knowledgeable managers.
Development
Our commitment to learning and
development is unwavering, and it is
appreciated by our people. In our 2023
people survey, One Big Voice, 75% of
employees highlighted the importance
ofequal opportunities for progression
anddevelopment, surpassing the industry
average by 10%. Our key talent development
initiatives include our successful better world
Growth leadership programme, with a 4.7/5
participant feedback score, and our robust
Catalyst programme for high-potential talent,
now into its third cohort. Our IMI Graduate
Programme alsowelcomed 21 new joiners in
2023. The Early Careers Conference in 2023
brought together nearly 70 graduates forthe
first time in three years, receiving
overwhelmingly positive feedback.
We continuously invest in digital learning
technologies to ensure equal access to
multilingual e-learning content globally,
with 2024 launches focusing on personal
development, people skills, inclusion
andwellbeing.
Culture and employee engagement
In 2023, we conducted extensive research
to shape our approach to culture, purpose,
values, and brand alignment. We will be
launching our new values, Always Care,
BeCurious and Create Impact, which
reflect our business in early 2024. IMI Way
Day remains a core driver of engagement,
where the whole organisation reflects on
our purpose and strategy, networks with
colleagues, and volunteers in the local
community. We enhanced internal and
external communication and focused
oncontent campaigns, leadership
communications, and thought leadership
content. Health and safety, sustainability,
and employee wellbeing are integral to
our culture and engagement efforts.
Read more on our approach
and governance of culture on
page 118
Valve Doctors
®
IMI’s Valve Doctor
®
programme
comprises a body of technical experts
highly skilled in valve design and
industrial system integration across
various industries, including Power,
Oil& Gas and Marine. Highly trained,
our engineering experts specialise
inoperational maintenance,
troubleshooting, and problem-solving,
helping to optimise our customer’s
plant operations. Candidates for
theprogramme undergo rigorous,
seven-year training that includes
classroom sessions, hands-on
experience, and close mentoring.
With extensive experience insevere
service applications, IMI Valve Doctors
®
work alongside our customers to
develop problem-solving solutions
incases where a solution didnot
previously exist. Their global
functionmeans that they contribute
breakthrough engineering to support
amore sustainable, better world.
Some are
knowledgeable in specific
applications; some are
specialised in running
finite element analysis or
CFD (computational fluid
dynamics) software. One
trait our Valve Doctors
®
all have in common is
theability to think outside
the box and to solve
problems successfully.
Mary Loftus, Senior Engineer, Research
andDevelopment
49
Strategic Report
Corporate Governance
Financial Statements

Creating a better world continued
Empowering people continued
the management level and in succession
pipelines for leadership roles.
Gender pay gap
We are committed to creating an inclusive
and diverse working environment and fair
treatment for all, including equal pay. In the
UK, we have around 1,000 employees and
there is a 71% male: 29% female gender
distribution. Overall, our gender pay results
are similar to the wider engineering sector
in which we operate. Our mean and
median gender pay gaps have reduced
slightly compared with 2022, and 2023
results indicate longer-term sustainable
improvement in reducing our gender pay
gap since we began reporting in 2017.
8.7%
2023 mean gap
19.4%
2023 median gap
Ethnicity pay gap
We continue to collect data to analyse
ourethnicity pay gap for UK employees.
Data has been voluntarily provided by
around 30% of all UK employees. We have
determined that IMI has a median ethnicity
pay gap in 2023 of 3.6% compared with
6.4% in 2022. The results show some
improvement on 2022, but when we
analyse different ethnic groups, we
continue to show a pattern typical of
theUK labour market, where employees
from some ethnic groups are under-
represented in roles thatcommand
highersalaries.
Wellbeing and mental health
We prioritise employee wellbeing through
four key priorities: mind, body, financial
and social. Our Employee Assistance
Programme (EAP) complements broader
wellbeing support. This includes mental
health first aiders; Change Champions
who promote wellbeing and activities
such as finance clinics; company
challenges; and celebrating events such as
World Mental Health Day. As we evolve,
we recognise the need for global
consistency with local flexibility – for
example, during 2023 we introduced a
Global Menopause Policy. In 2024, we
plan to develop wellbeing within the
Employee Value Proposition (EVP), aiming
for global minimum standards, which will
involve phased introduction of new
benefits, reinforcing our commitment to
employee wellbeing and our distinct culture.
We are committed to encouraging a culture
of openness about mental health.
OurChief People Officer has senior
management oversight for mental health of
employees and is the Executive sponsor for
wellbeing. Our overall engagement with
the EAP is 25+%.
We also recognise the integral connection
between career progression, job adjustment
and incorporating good work principles
which support workplace mental health.
More broadly, we know mental health is
acritical part of every employee’s career
life cycle. We also acknowledge the
clearlink between our anti-bullying and
non-harassment policies and their role
inpromoting and supporting workplace
mental health.
Inclusion and diversity
Over the past year, we have focused on
embracing diversity by embedding Inclusion
& Diversity (I&D) into our business processes.
Making I&D integral to our operations and
incorporating it into our day-to-day activities
will enable us to create a truly inclusive
environment. We leverage Workplace as
avital communication tool, aligning our
content with key awareness days tied to
our strategic priorities, such as women,
wellbeing, health and safety, sustainability,
and LGBTQIA+ awareness. The Executive
Committee’s personal engagement, including
active involvement with awareness days and
personally promoting these conversations
on Workplace, has resonated well with
employees and reinforces our inclusive
culture. Our online presence has been
bolstered with dedicated I&D and wellbeing
pages on the IMI website, keeping future
employees informed about our initiatives.
Notably, our Global Pride Network, sponsored
by the Chief People Officer, has thrived
– expanding to include a USA chapter in
2023 and encouraging a more inclusive
and supportive workplace.
This year, our IMI Way Day included an
in-depth session on unconscious bias.
Thepractical training was well-received by
employees, with follow-up materials training
shared via Workplace. Our One Big Voice
employee survey also revealed positive
sentiments on belonging and respect,
buthighlighted areas for improvement.
Analysis suggests a need to emphasise our
core values and ensure a safe environment
for speaking up, as well as a desire for
consistent reward and recognition.
Women in leadership
We are committed to improving gender
diversity at all levels, including our Board
and Executive Committee. Last year, we
introduced a target of 25% of women in
management across the Group and in
2023 were at 22%. We will continue to
focus on female representation at every
career level; from graduate through to
leadership roles, to improve our overall
gender diversity across the pipeline.
Gender diversity remains a focal point in
our people review process, particularly at
Gender mix across the Group*
As at 31 December 2023
Gender Male Male % Female Female %
Board 5 56 4 44
Executive 4 57 3 43
Direct reports to Executive 39 72 15 28
Managers 1,337 78 387 22
Leadership group 123 82 27 18
All employees 7,521 70 3,250 30
* Including agency workers and contractors
IMI plc Annual Report 2023
50

them to reach the highest standards
thatwe apply across the Group. We also
reclassified several first aid injuries due to
further medical treatment required, which
subsequently classifies those incidents
asrecordable within our process.
Thesefactors combined represent 21%
ofthe total TRIFR. IMI remains in the top
quartile of our industry sector for safety
performance, despite this slight increase.
Disability
One Big Voice survey has told us that our
people are keen to expand our efforts with
regards to disability inclusion. To make
progress in this area, in 2023 we launched
an e-learning module on Disability
Awareness and Inclusion that helps our
people to understand how visible and
invisible disabilities can impact someone’s
life, to recognise different types of
discrimination and how to remove them
and practical tools to help improve
accessibility and inclusion in the workplace.
We also set up a working group to look
deeper into reasonable adjustments with the
aim of producing some guidelines. Focus
groups are planned for 2024 to enable the
identification of the key issues experienced
by minority groups so that the most effective
actions can be identified andput in place.
Health and safety
The safety and wellbeing of our people
and everyone visiting our sites (including
contractors and other external
stakeholders) is paramount and we
continually strive for improvement. We
embed this commitment in our Code of
Conduct and invest globally in Health,
Safety and Environment processes and
professionals. Through a shared leadership
commitment, we also continually improve
through our HSE excellence framework
programme, which includes an annual
on-site assessment for each of our
manufacturing sites.
Our Group HSE Director reports directly to
the Chief Executive Officer who has ultimate
responsibility for Health and Safety. The
Executive Committee reviews Health and
Safety performance every month and
regular reports are presented to the Board.
During the year, we undertook research
onthe health and safety culture with a view
to building a ‘hearts and minds’ campaign
that would engage people and guide
behavioural change. The research revealed
that one of the key potential risks is around
complacency and normalisation of risk –
people stop seeing things when good
intentions and bad habits bring ablindness
to risk. We consequently launched a new
campaign ‘Think Twice’. Think Twice is
about disrupting our autopilot, which stops
us from seeing hidden risks and dangers.
This is the mindset we want to challenge. It
is all about interrupting our usual thought
process taking a second look – to keep
ourselves and our colleagues safe, we must
remember that risk is everywhere.
The other priority areas for the campaign
were: hand injuries; slips, trips and falls;
contractor management; safety on stairs;
reporting hazards; and ourenvironment.
We have had strong engagement on
‘Think Twice’ across thebusiness.
22 of our manufacturing locations now
operate at the HSE Excellence Framework
level 2 or above and we celebrated our
first certified HSE excellence site in
Climate Control, Poland. 18 (35%) of our
51 manufacturing locations are certified
toISO45001 Occupational Health &
SafetyManagement. During the year our
people completed a total of 94,729 hours
of health and safety training.
The Total Recordable Incident Frequency
Rate (TRIFR) has increased due to
accidents at our most recently acquired
businesses. We are working closely with
Global Pride Network
Inclusion and diversity are fundamental
to our people strategy and we aim to
empower every employee to feel safe
tobe themselves. We made excellent
progress with our employee-driven
Global Pride Network in 2023,
providing a safe space for LGBTQIA+
colleagues and allies globally through
subgroups focused on events and
education. We participated in the
Birmingham Pride Parade this year,
showing our solidarity beyond the
workplace, emphasising inclusivity and
support. We furthered our commitment to
raising awareness by organising inclusive
language sessions and hosting a baking
competition, featuring a speaker from a
local LGBTQIA+ charity.
The development and expansion of our
network has helped encourage a higher
response to our employee survey’s
demographic questions. We were pleased
to see a significant number of responses to
these questions and the results enrich
our understanding of under-represented
groups’ diverse experiences and allows
us to create action plans for
improvement, where itis required.
The growth of our network has also
helped us to cultivate allyship skills
among our employees and has been a
positive influence on the development
ofother Employee Resource Groups
(ERGs), including the Network of Women
and a Menopause Support group.
51
Strategic Report
Corporate Governance
Financial Statements

Sustainable
solutions
Creating a better world continued
Measuring performance
We work closely with customers early in
their design phase to better understand
the overall environmental impact of our
new products when they become part of
customers’ processes and equipment. We
are assessing the baseline carbon footprint
of our products and developing strategies
to cut down on emissions before they
even reach production.
Throughout 2023, these strategies
included increasing the use of recycled
content in our products. We also
collaborated with customers to ensure
performance remained optimal, while
carbon footprints were reduced. These
actions help the environment by reducing
waste and also significantly lowering the
greenhouse gas emissions linked to
producing new materials. We also evaluate
new product designs to improve the
endof use recycling methods which
contribute to the circular economy.
We also developed a PSA framework in
2023 to help us understand and assess the
sustainability performance of our existing
portfolio and new products. In developing
this framework, we used the World
Business Council for Sustainable
Development (WBCSD) PSA framework as
a guide, to help us achieve a best practice
approach to our assessment criteria.
Ournew framework provides the starting
point for an evidence-based process,
toscreen emerging product regulations,
embed circular and life cycle thinking,
andcapture stakeholder expectations that
canturn into business opportunities to
drive our portfolio transformation and
strengthen our product stewardship.
In our Process Automation sector, wework
closely with EPC companies (Engineering,
Procurement and Construction), licensors
and end-user customers to ensure IMI
products and system designs meet their
exacting process conditions, requirements
and standards.
Operational excellence
In all our operations, our core objective
isto consistently deliver products on time,
with industry-leading quality. We have also
extended this commitment to our supply
chain, emphasising the importance of
minimising environmental impact. In our
sourcing decisions for new products,
wenow factor in the carbon emissions
associated with component logistics.
Overview
Providing sustainable solutions to
ourcustomers is a key part of our
betterworld strategy. Our focus on
innovation for new products and
continuous improvement of our
existingportfolio enables us to deliver
high-quality solutions, to solve our
customers’ problems.
Key 2023 highlights
– Increased focus on recycled
contentof our raw materials
– Introduction of our Product
Sustainability Assessment
(PSA)framework
– Further development of product
innovation and collaboration
withcustomers
Key priorities
1
Product innovation including
piloting our PSA framework
2
Measuring the lifecycle
emissionsof our products
3
Delivering quality products
withoptimal performance
toourcustomers
Key risks
– Product and quality compliance
issues leading to product recall,
warranty issues, injury, damage, the
potential misleading of customers or
disruption to their business. See page
98 for more information.
Key opportunities
– Further development of our products
to support the transition to cleaner
and alternative fuels such as hydrogen.
SDGs
Sub-targets: 9.5, 11.6, 13.2
IMI plc Annual Report 2023
52

Underpinning our commitment to product
quality, 48 (94%) of our 51 manufacturing
locations are certified to ISO9001 Quality
Management and we are looking to
increase this further.
Within our factories, we regularly review
the industry acknowledged ‘7 wastes’ in
lean manufacturing processes, to enhance
operational efficiency. The 7 wastes
approach enables us to maintain high
standards for timely and quality product
delivery and also prioritise efficiency and
sustainability throughout our supply chain.
Our focus on operational excellence
alsoensures that our products are
manufactured to very high standards
andtolerances.
We continue to engage our people to
drive continuous improvement through
the identification and realisation of
opportunities in several areas of our
internal operations such as quality
improvement, lead time reduction, raw
materials, production overheads, inventory
reduction, and equipment use. Lean is
themethodology we use for this purpose,
alongside a continuous improvement
financial tracker tool to assess and
monitor the financial impact of
operational improvements.
Reducing machine downtime increases
utilisation and lessens the need for
replacement equipment. Internal
excellence remains a keyfocus area,
enabling us to reduce theresources we use
and improve the overall efficiency of our
plants. We aim forexceptional performance
of our equipment and we can achieve this
through regular checks, preventative and
predictive measurements and recording
follow up actions to help reduce
equipment breakdowns and downtime.
Product stewardship
In our Transport sector, we follow
established automotive procedures, such
as Advanced Product Quality Planning
(APQP), so we can launch robust products
on time and meet customer expectations.
We are now enhancing these procedures
by incorporating sustainability tools,
checklists and stage gates into the
process. This integration is driving our
teams to consider the environmental
impact of our products and processes
daily. Embedding sustainability into our
routines helps us to meet industry
standards for product quality and
launchtimelines.
We primarily have to design our products
to exacting standards required by design
codes and customer specifications.
Toachieve this our engineers review
andensure the best selection of material.
Whilst this often requires very specialist
material (Process Automation) it is done
with the purpose to enable the design
lifeof products – often 50 years plus.
Thisselection of materials ensures
products are not removed and replaced
unnecessarily (e.g. valve bodies) and
discarded, rather can be used for the life
ofthe asset. Bydesigning to high
specifications, weensure the lifecycle
ofthe product hasthe lowest impact on
the environment.
Supply chain
At IMI, supply chain sustainability involves
the entire footprint of operations – end-to-
end. In the new product design phase, our
engineering process now includes ESG
and product compliance criteria, resulting
in products made with sustainability in
mind. Our new supplier selection process
also continues to ensure suppliers are
selected with the same ethical values that
are key toIMI. Selection criteria has been
strengthened this year as we demand more
supply chain visibility from our suppliers.
Environmental
Product Declaration
In 2023, our STAD valves range,
Compact-P and TA Modulator were
allassessed for and achieved an
Environmental Product Declaration
(EPD). This document, which is
standardised, third-party verified
andbased on Life Cycle Assessment
methodology provides a comparable
measure of the embedded emissions
inour products, underscores our
dedication to sustainability and
transparency. The insights gleaned
from the EPD assessment process
areinvaluable, guiding our future
efforts and pinpointing areas to help
usenhance our environmental
performance. We are committed
toassessing a broad range of our
products across all five sectors.
53
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Creating a better world continued
Sustainable solutions continued
We continue to work with our suppliers
toensure that all conflict mineral smelters
are responsibly sourced, in line with our
Responsible Sourcing policy. Exit plans
aredrawn up for any suppliers who
cannotmeet our growing ESG demands.
In 2023, our procurement teams
supported IMI’s continued access to
global markets, by enhancing our ongoing
engagement with suppliers to ensure they
provide the necessary product compliance
documentation via our compliance
partner, Assent Inc.
Other steps to improve the sustainability
of our supply chain include enhancing
ourgreenhouse gas monitoring capability
(Scopes 1, 2 & 3). CO
2
emission calculation
and life cycle assessment are gradually
being introduced in design early stages.
We are also working collaboratively with
our suppliers to reduce the carbon
footprint related to our products, by using
cleaner energy sources and optimising
manufacturing processes. As a business,
IMI engages with key customers to
support their own ESG commitments.
EU taxonomy
In collaboration with our environmental
consultants (Ricardo), we have screened
our portfolio against EU taxonomy criteria
for substantial contribution to climate
mitigation and climate adaptation to
identify products/activities that are
potentially eligible. This was completed
forour direct and indirect (enabling)
economic activities. For the identified
activities, these were then assessed in
terms of alignment against the substantial
contribution criteria and the Do No
Significant Harm criteria and disclosure
obligations were reviewed. Based on this,
a strategy detailing steps for alignment
was developed which we will continue
toassess into 2024, as part of our wider
Portfolio Sustainability Assessment
framework implementation.
Product innovation will always be our strength and
exploring new ways in which we can reduce emissions within
our own processes and hence produce more sustainable
solutions for our customers remains our utmost priority.
Chris Prince, Vice President of Product & Engineering, Automation platform
Examples of market-led innovation
Sectors Innovation
Climate Control Our TA-Smart product is an innovative valve, compliant
withthe European Commission’s Energy Performance
ofBuildings Directive (EPBD). The valve optimises heating
andcooling in buildings, helping our customers to
improveenergy efficiency. By combining ultrasonic flow
measurement technology with unique actuation algorithms
and excellent connectivity, this solution provides best-in-
class control performance, contributing to decarbonisation.
The valve can be integrated into smart control systems for
controlling temperatures in buildings.
Life Science & Fluid
Control
Active Control, our breakthrough solution for Mass Flow
Controllers (MFCs) and Electronic Pressure Controllers (EPCs),
addresses crucial challenges in the Life Science sector.
Active Control focuses on dynamic range, footprint and cost
efficiency. A versatile product range, it is used in key areas of
healthcare and life sciences. These areas include: analytical
instrumentation, such as mass spectrometry; medical devices,
such as gas blenders; diagnostic instrumentation, such as
point-of-care testing for patients; and biotechnology, such
asbioreactors and microfluidics. Developed by leveraging
our powerful Growth Hub methodology, we listened to our
OEM customers and their concerns around overcoming
wider specification requirements and size constraints to
deliver anultra-compact device for multi-gas control.
OurActive Control range is part of a growing portfolio of
integrated IMI solutions and contributes to innovation in
awide range of life-saving technologies. These products
demonstrate our commitment to progress in life science
and dedication to meeting evolving industry demands.
Transport Over 60% of our new product development is aimed at
reducing carbon emissions from commercial vehicles.
In2023, we continued to develop products for use in zero
emissions technologies, such as fuel cells. We have also
worked on solutions to reduce emissions from diesel vehicles.
IMI is currently developing a new cartridge valve, which will
be used by major European truck OEMs. These manufacturers
are working with us to develop an application as part of their
engine recipe to meet new Euro 7 emissions standards.
IMI plc Annual Report 2023
54

Our valve delivers control to the pulse
width modulation solution which acts
to ensure a fast pulsing and even flow
of different fertilisers, and pesticides.
The medias used in agricultural
spraying systems are expensive so
anyreduction of waste provides an
economic benefit to farmers and
lowers the level of unneeded chemicals
entering the ground or running off
intowater sources.
The proven reliability of our valve
provides tangible operational benefits
to farmers who need to trust the
spraying system and will avoid
unwanted, inconvenient, and expensive
sprayingstoppages.
Connected to our customer’s
proprietary printed circuit boardand
electronics technology, the valves also
have the capability to communicate
with other parts of thespraying system.
It turns the nozzle sprayers on or can
shut off the flow asper operational
need, so the farmer has the reassurance
the use of expensive fertilisers and
pesticides is continually optimised.
Helping to maximise
crop yields
We have worked with an agricultural
solutions company for the past
decade. Our customer’s systems offer
avariety of technologies that enable
farmers to maximise yields and a
return on investment by, for example,
reducing expensive fertiliser or
pesticide overspray to cut costs and
better protect the environment.
A recently launched spraying system,
is using our valve technology to
provide accurate, reliable, and robust
control for the nozzle bodies that
dispense the mediaonto fields.
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Climate
action
Creating a better world continued
Climate action
We are committed to reducing our carbon
footprint and have initiatives across the
world to make our sites more efficient,
toensure we share best practice, and
tocommit to year-on-year reductions.
In 2023, we had environmental initiatives
either in planning, in progress or completed
that are helping reduce our environmental
impact in areas that include; energy, water,
waste, single use plastic elimination,
reduction in the use of hazardous materials,
installing renewable energy generation,
and heat recovery.
Our approach
Our platforms have dedicated ESG leads,
and all of our manufacturing sites have
anominated Environmental Champion.
Our consistent approach ensures we
continue to develop and share best
practice in sustainability across IMI, collate
site and sector project plans, and monitor
performance and progress. We share our
initiatives and best practices via our internal
communications platform, Workplace.
Renewable energy
We have solar panels installed and
operational at 12 locations and in 2023
they generated 2,706 MWh of renewable
energy (2022: 1,543 MWh).
To underpin our commitment to reduce
our environmental impact, 25 of our
51 manufacturing facilities (or 49%) are
certified to ISO 14001 Environmental
Management and four are certified to
ISO50001 Energy Management standards.
To comply with the Energy Savings
Opportunities Scheme, we engaged
withan external consultant in 2023 to
undertake 16 on-site energy assessments.
The output of the assessments will be fed
into our 2024 improvement activities.
In 2023, we purchased renewable energy
certificates to guarantee renewable energy
supply covering 75% (2022: 74%) of our
electricity consumption. We will continue
investing in renewable energy in 2024
demonstrating our commitment to
abetter world.
Overview
IMI has manufacturing facilities in 18
countries, and we are committed to
operating these facilities in a sustainable
way to minimise their impact on the
environment, by reducing energy, water
and resource use, pollution, waste and
single use plastics. We monitor and
report our environmental performance
at monthly Executive meetings to focus
on delivering continuous improvement.
Our goal is to halve our CO
2
intensity
by2030, based on 2019 Scope 1 & 2
GHG emissions.
Key 2023 highlights
– Scope 1 & 2 absolute emissions
reduced by 33% since 2019
– Scope 3 absolute emissions reduced
by8% since 2021
Key priorities
1
Decarbonisation of our sites
andoperations
2
Reducing our water withdrawal
andnon-recycled hazardous waste
3
Supply chain engagement
Key risks
– Physical climate risks and failure to
adapt to climate change. More
information canbe found on pages
80-81 and 95.
Key opportunities
– Integration of our carbon footprint
assessment with our analysis of
climate-related opportunities and
risks presents an opportunity for
theorganisation to identify strategic
pathways to reduce emissions, while
capitalising on potential areas for
innovation and competitive advantage.
SDGs
Sub-targets: 13.2
IMI plc Annual Report 2023
56

Water
We understand the value and importance
of water as a global, shared resource.
Anumber of our sites are located in water
stressed regions and weare committed
toreducing our water impact. All our
locations collect and report their water
data in alignment withour global
reportingenvironmental Standard
Operating Procedure (SOP).
Where appropriate, our sites have water
management plans in place. The majority
of our sites use water for domestic
purposes only. Where we use it in
manufacturing processes, we strive to use
water efficiently through various initiatives.
Our Sri City facility in India features a
rainwater harvesting system to reduce
the volume of mains water needed by
thefacility.
Since 2020, we have reduced our absolute
water usage by 8% (17,273m
3
). In 2020, our
water intensity was 10.8 (m
3
per 1,000
hours worked) and we have set a Group
target to reduce water intensity by 10%
by2030 (intensity of 9.7m
3
per 1,000
hours worked). Water intensity at the
endof 2023 was 9.6m
3
per 1,000 hours
worked. We will review our usage
throughout 2024 and update our water
target if appropriate.
We support the CDP Water Security
disclosure, which we complete annually,
using this data to improve and reduce
water usage across the Group. In 2023,
our score for this remained at C.
Air emissions
We operate across the world within
manydifferent environmental regulatory
frameworks. Environmental performance
for the Group is managed through the
IMIHSE framework, which requires
identification of applicable (national)
legislation for eachsite. We also quantify
site-specific emission characteristics to
determine applicability of legislation or, for
compliance with regulatory requirements.
At an operational level, compliance
withlocal legal requirements (including
environmental permits) is the responsibility
of site leaders at each IMI site. This includes
compliance with license or permit
conditions; for example, on monitoring
and reporting emissions to air, emissions
to water and, waste production.
We plan to create an air emission
inventory for all our sites. Additionally,
wewill review information held by our
sites, including emission reduction targets,
emissions to water, and production of
hazardous and non-hazardous waste.
Wewill develop an appropriate process
togather this information (in line with
ourprocess to collect all Scope 1 & 2
GHGemissions from our sites) as part of a
global reporting mechanism to continually
enhance our reporting activity.
Waste
We are committed to reducing our impact
onthe environment and especially in the area
of non-recycled hazardous waste. We
decreased our non-recycled hazardous
waste from 392 tonnes in 2022 to 321 tonnes
in 2023 (a 18% reduction) and are targeting a
50% reduction by 2030. Wewill continue to
report non-recycled hazardous waste and
will also include other waste categories in our
future reporting cycle, with an aim to reduce
the amounts which are sent to landfill and
increase the proportion which is recycled.
Environmental reporting
Our CO
2
emissions are reducing in line with
our continuous improvement culture and
investment in our operations. Wesupport
and disclose to CDP Climate which outlines
our risk management approach toclimate
change and our emissions performance.
CDP Climate Change disclosure received
a grade of B, placing it within the
Management band. This grade is
consistent with the Europe regional
average of B. We will review the findings
ofthe CDP score reports for both water
security and climate change with the
IMIsustainability strategy, so that we can
improve our environmental performance.
Our commitment reflects our progress
inour sustainability journey, including
evaluating our Scope 3 emissions and
calculating theavoided emissions for
select products.
Generating
renewableenergy
In 2023, we delivered on our promise
at the Climate Control site inErwitte,
Germany. We completed the second
phase of our photovoltaic (PV) project,
installing additional panels that
significantly increased our generation
capacity to 2,250,000 kWh,
approximately 20% of the electricity
required at the site. This makes
asubstantial step towards our 2040
netzero target. Our commitment to
sustainability remains strong as we
continue to innovate and electrify
ourproduction.
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Creating a better world continued
Climate action continued
Carbon disclosure
The below table and supporting narrative summarise the Streamlined Energy and Carbon Reporting (SECR) disclosure in line with the
requirements for a quoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon
Report) Regulations 2018.
Current reporting year
1 January 2023 –
31December 2023
Prior reporting year
1 January 2022 –
31 December 2022
Location UK Global UK Global
Scope 1 & 2
Emissions – tCO
2
e
Scope 1 – Natural Gas Usage 413 5,990 576 7,359
Scope 1 – Diesel Usage On-site – 94 – 83
Scope 1 – Diesel Usage CompanyVehicles 85 2,461 79 2,353
Scope 1 – Fuel Oil Usage – 654 – 524
Scope 1 – Petrol Usage CompanyVehicles – 684 – 560
Scope 1 – Liquefied Petroleum GasUsage 6 557 8 299
Scope 1 – Combined Heat and Power Usage – – – –
Scope 1 – Refrigerants 0 167 64 648
Scope 1 – Total 504 10,607 727 11,826
Scope 2 – Location-based 1,558 27,997 1,383 28,654
Total (Scopes 1 & 2) 2,062 38,604 2,110 40,480
Consumption – kWh
Scope 1 – Total 2,622,121 50,755,902 3,499,360 55,741,957
Scope 2 – Total 7,523,812 94,798,807 7,175,645 102,481,674
Total (Scopes 1 & 2) 10,145,933 145,554,709 10,675,005 158,223,631
Hours Worked 1,887,694 19,456,641 1,876,083 19,333,911
Intensity ratio: tCO
2
e (grossScope 1 & 2) per1,000hours worked 1.09 1.98 1.12 2.09
Scopes 1, 2 and 3
Emissions – tCO
2
e
Scope 3 – Car Travel 157 783 136 528
Total (Scopes 1, 2 and 3) 2,220 39,387 2,246 41,008
Consumption – kWh
Scope 3 – Total 648,755 3,228,597 550,805 2,141,649
Total (Scopes 1, 2 and 3) 10,794,688 148,783,306 11,225,810 160,365,280
Intensity ratio: tCO
2
e (grossScope 1, 2 &3) per1,000 hours worked 1.18 2.02 1.20 2.12
Scope 2 – Market-based 96 3,391 109 4,954
IMI plc Annual Report 2023
58

Methodology
We calculate our GHG emissions
estimates to cover all material sources of
emissions from the operations for which
we are responsible. The methodology
used is the GHG Protocol: A Corporate
Accounting and Reporting Standard
(revised edition, 2015). Responsibility for
emissions sources is determined using
theoperational control approach. All
emissions sources required under The
Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon
Report) Regulations 2018 are included.
The scope of emissions covers the
following sources: natural gas, fuel oil,
liquefied petroleum gas (LPG), diesel,
petrol, combined heat and power
(CHP),electricity and business travel
inemployee-owned or hire vehicles.
The UL 360 Sustainability Software GHG
(Greenhouse Gas) emission tool was used
to calculate and consolidate the Scope 1
&2 emissions adopting a location-based
and market-based approach. The tool
used the following conversion factors:
Scope 1 – UK Government’s GHG
Conversion Factors used for all sites.
Scope 2 – UK Government’s GHG
Conversion Factors are used for UK sites
and the International Energy Agency’s
(IEA) conversion factors are used for
non-UK sites.
In addition, for our market-based
calculations, the Reliable Disclosure
(RE-DISS), AIB European Residual Mixes
and Green-e are used.
Our reported Scope 3 emissions
werecalculated by converting mileage
into emissions using UK Government’s
GHGConversion Factors for
CompanyReporting.
Our carbon reporting statistics
demonstrate that our recent performance
of tCO
2
e has continued to improve. On a
like for like basis, we achieved our target
to keep emissions below 2019 levels for
2023. The Scope 1 & 2 data in our SECR
table has been externally verified by
Ricardo Energy & Environment, who
performed a limited-level verification
review in accordance with the
requirements of ISO 14064-3 and the
GHG Protocol Corporate Standard.
Of the 2023 total: our direct Scope 1
emissions of tCO
2
e (in essence gas, diesel
and fuel oil consumed) amounted to
10,607tonnes; and our indirect Scope 2
emissions of tCO
2
e (in essence the
emissions generated on our behalf
toprovide our electricity) amounted
to27,997tonnes.
The emissions total represents a 33%
reduction compared to 2019 for Scope 1 & 2.
We report the intensity metric of gross
tCO
2
e per 1,000 hours worked as a unit
ofcomparison to reflect our operational
performance compared to carbon output
as we feel this provides a more reflective
measure of factory volumes and as a
resultcarbon intensity. Our 2023 intensity
ratio based on Scope 1 & 2 emissions
is1.98tCO
2
e per 1,000 hours worked.
Thiscompares to our 2019 baseline
of2.78 tCO
2
e per 1,000 hours worked.
Weare on track to achieve our target
of1.39 tCO
2
e per 1,000 hours worked
(50%of the 2019 baseline intensity)
by2030.
Process
decarbonisation
In 2023, we took a significant
steptowards a greener future in
ourSwedish plant by replacing
propane-fuelled preheating
transportladle with an electric one.
This crucial transition has enabled us
tosignificantly cut our CO
2
emissions.
Together, we’re driving positive
changeand setting new standards
forsustainable manufacturing.
59
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Creating a better world continued
Climate action continued
Scope 3 emissions
This year, we publish our second Scope 3
assessment. This assessment has been
conducted on a combination of volume
data (where it has been available), spend
data and other standard estimation
techniques. We recognise the importance
of data accuracy in this area and have
been working to improve data quality and
collection. Our assessment was developed
using methodologies specified by the
Greenhouse Gas Protocol and the UK’s
Environmental Reporting Guidelines.
Enhancing our data and disclosure will
involve collaboration with our suppliers
and a focused approach from our supply
chain teams as mentioned above.
Our Scope 3 inventory was calculated
using methodologies specified by the
Greenhouse Gas Protocol Corporate Value
Chain (Scope 3) Standard, as listed below.
Categories 8, 10, 13-15 are not applicable
to us so have not been quantified.
This inventory has not been externally
verified but we will be looking to address
this later in 2024.
Our largest Scope 3 category is purchased
goods and services which accounts for
73% of total Scope 3 emissions (reduced
from 80% in 2021) as a result of increased
use of recycled content from materials
purchased. As very few of our products
are powered (and hence do not directly
generate emissions during their service
lifetime), our ‘use of sold goods’ category is
low and accounts for only 2% of the total.
In addition to our Scope 1 & 2 targets, we
have also committed to a 25% reduction in
Scope 3 emissions by 2030 which we have
submitted (as part of a package of targets)
to the SBTi for validation).
We recognise the importance of reducing
our Scope 3 emissions and during 2023
established a Sustainable Supply Chain
committee focusing on developing our
understanding of the emissions of our
products and product content, Scope 3
emissions, materials traceability and
supplier engagement. Focus on product
innovation and improving our own
efficiency remains a key area for us.
Category Category name Methodology followed
Total GHG emissions tCO
2
e
2023 2022 2021*
1 Purchased goods
andservices
Average data based for key input materials.
Spend-based for all other purchases 388,760 393,716 461,842
2 Capital goods Spend-based
20,346
20,946 24,352
3 Fuel- and energy-
relatedactivities
Based on actual consumption offuels andelectricity
9,891 11,079 13,419
4 Upstream transportation
anddistribution total
Estimated from transport distances andshipment weights
43,936 42,050 20,618
5 Waste generated
inoperations
Based on waste disposal quantities with assumptions
onwaste type and disposal route 1,985 1,163 1,439
6 Business travel Emissions based on actual journeys anddistance
15,268
9,759 4,553
7 Employee commuting Estimated from employee numbers, with assumptions
oftravel distances and modes 13,056 15,960 18,730
8 Upstream leasedassets Not applicable – – –
9 Downstream transportation
anddistribution
Approximated from salesvolumes
21,968 21,025 10,309
10 Processing of soldproducts Not applicable – – –
11 Use of sold products Estimated from sales quantities and annual energy usage
perelectricity-using product, accounting for territory of
sales (Climate Control only) 11,995 13,046 17,387
12 End-of-life treatment
ofsoldproducts
Estimated from sold material quantities for key
materialsonly,assumed disposal routes (recycled).
Excludes some known areas such as packaging 2,171 1,217 1,459
13 Downstream leased assets Not applicable – – –
14 Franchises Not applicable – – –
15 Investments Not applicable – – –
Total 529,376 529,961 574,108
* 2021 is restated to reflect changes in methodology and data.
IMI plc Annual Report 2023
60

In accordance with the requirements of
LR9.8.6(8)R (UK Listing Rules) and the
Companies Act 2006 asamended by the
Companies (Strategic Report) (Climate-
related Financial Disclosure) Regulations
2022, IMI’s climate-related disclosures are
consistent with the eleven recommendations
of the Task Force on Climate-related
Financial Disclosures. We look forward to
updating youon our progress in our 2024
Annual Report in respect of:
– a revision of our decarbonisation strategy
to integrate our new acquisitions in
2022 and revise our implementation
plan; accordingly,andconsolidate our
Climate Action programme into one IMI
Climate transition plan in line with the
TPT (Transition Pathways Taskforce)
framework and guidance.
Taskforce on Nature-related
Financial Disclosure (TNFD)
TNFD was officially launched in September
2023 as a market-led, science-based
mechanism to provide organisations with
the tools they need to act on evolving
nature-related issues. It builds on the
structure developed by the TCFD, with 14
recommended disclosures based around
nature-related dependencies, impacts,
risks and opportunities. This year, we aim
to conduct a comprehensive materiality
assessment, considering ESG impacts and
financial risks and opportunities. We will
build upon our existing ESG materiality
processes, aligning with GRI, TCFD, and
EFRAG’s European Sustainability Reporting
Standards (ESRS), to evaluate issues related
to nature. We recognise and acknowledge
wehave a role to play in protecting
natureand biodiversity. We welcome the
objectives of the TNFD and will continue
to build on our ESG reporting strategy
tointegrate and consolidate globally
recognised reporting standards and
frameworks and include any relevant
updates to our approach on our website
and our next Annual Report.
TCFD reporting
We recognise the scale of the climate
change emergency in creating both risks
and opportunities for our growth strategy
and transition in line with our SBTi
commitment. Our growth is driven by our
ability to innovate which helps enable our
customers and their end markets to
reduce their own carbon footprint. We
have set ambitious targets and this year
submitted our SBTi targets for approval.
We are actively working to improve
ourclimate-related disclosures. This
includes providing additional information
on our website, www.imiplc.com. For
instance, we have mapped our material
disclosures against the required Global
Reporting Initiative (GRI) requirements
andshared the results of our materiality
impact assessment.
Task Force on Climate-related Financial
Disclosures (TCFD) assessment
61
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Creating a better world continued
TCFD continued
Governance
How we comply Progress made in 2023 Further improvement
For more
information
a) Describe the Board’s oversight of climate-related opportunities and risks
The Board has overall responsibility for IMI’s
environmental, social and governance agenda
whichinclude:
– Setting our Creating a better world strategy;
Reviewing and approving the ESG framework,
strategy, priorities;
– Determining and keeping under review the
Company’s ESG climate-related opportunities and
risks and its riskappetite;
– Horizon scanning for emerging climate-
relatedrisks;
– Keeping under review the materiality of
climate-related risk and its impact on the
financialstatements;
– Receiving regular updates on our sustainability
milestones from the better world team
(forexample progress on reductions in water,
waste and GHG emissions) and feedback from
theInvestor Relations team on ESG expectations
from shareholders and rating agencies;
– The Remuneration Committee continue to
include CO
2
intensity reduction as core part
ofIMI’s incentive plans. In addition, the Audit
Committee review guidance from regulators
toensure our continued compliance with the
reporting of our ESG strategy.
The Board is supported by our senior independent
director, Thomas Thune Andersen, who has
considerable ESG experience and has designated
responsibility to support the directors’ collective
responsibility to consider a wide range of
stakeholder perspectives and drive IMI’s ESG
agendawhen arriving at Board decisions.
ESG competence and experience isevaluated as a
criterion for non-executive director appointments.
The Board receives updates on climate-related
matters quarterly, for discussion.
Members of the Board and
Executive carried out an ESG
strategy deep dive in September,
facilitated by our third-party
consultant, Ricardo, as a mid-way
point to detail and validate the
process taken to identify and assess
IMI’s climate-related opportunities,
and risks and their financial
materiality. Thomas Thune
Andersen played a key role in
supporting this process, drawing
onhis considerable ESG expertise.
Each director has specific
measurable ESG targets built
intotheir strategic and
personalobjectives.
Review of targets and progress
bytheBoard.
We will further improve the
integration of climate-related
opportunities and risks
intoour Group risk
management framework
andbusiness processes.
Continue to deliver climate
education for the Board
through the ESG Engagement
Sessions. For example, onthe
Transition Plan Taskforce and
their new framework
andemerging policy and
expectations for companies
toreport robust and credible
Climate Transition Plans.
Page
numbers
within this
Report:
40, 42, 43,
45, 88,
102, 105,
112, 114,
116-117
IMI plc Annual Report 2023
62

Governance
How we comply Progress made in 2023 Further improvement
For more
information
b) Describe management’s role in assessing and managing risks and opportunities
ESG Strategy execution is delegated to the Chief
Executive Officer, supported by the Executive
Committee. The IMI Executive Committee, are
regularly informedabout climate-related issues by
the Head ofSustainability (via their work with the
better world team, their sub-committees and
advisory support from third party consultancy,
Ricardo). In addition tothese updates, the IMI
Executive Committee monitors and reviews ESG
progress, climate-related risk management
processes and review bi-annually adetailed analysis
of the Group’s risk profile including supporting
platform data and the actions undertaken. The
Executive Committee continue toreview
andsupport:
– All ESG achievements and targets for inclusion
inthe Annual Report.
– The ESG strategy and proposal totheBoard;
– Updates on latest climate-related reporting
requirements and monitoring of our external
ESGrankings;
– Scope 3 work relating to the assessment of
Scope3 emissions andreview of reduction
plansand target setting;
– The approach on health and safety, employee
development, an inclusive approach to inclusion
and diversity, effective talent management and
cross-functional collaboration for promoting
innovation, specialised skills and knowledge,
essential for the net zero transition and long-term
organisational resilience.
Louise Waldek, Chief Legal & Risk Officer, and
Company Secretary, has specific responsibility for
Executive sponsorship of the better world team.
The Board and the Executive
Committee review climate change
at least twice a year as part of a
wide review ofESG matters.
Key members of senior
management including the
Platform Risk Champions, were
interviewed as part of the TCFD
process to refresh and update
therisk and opportunity analysis
in2023 and provide inputs
relatedtomateriality.
Executive Committee
tocontinue to improve
knowledge and
understandingof climate-
related opportunities and
risksand their related
financialimpactthrough
regular governance processes.
We continue to evolve our
governance framework for
the management and
oversight of ESG matters
aswe build on our
progresstodate.
Key strategic response actions
in the near term and long-
term have been identified to
successfully manage the risks
and opportunitiesidentified.
The resiliency measures
identified in our assessment
will be tracked by relevant
teams for each risk and
opportunity focus area.
Page
numbers
within this
Report:
45, 48, 52,
56, 72-75,
82, 89, 95
63
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Creating a better world continued
TCFD continued
Strategy
How we comply Progress made in 2023 Further improvement
For more
information
a) Describe the climate-related opportunities and risks the organisation has identified over the short, medium and long-term
The materiality assessment identified 45 risks and
opportunities and were scored individually based
onIMI’s business sensitivity and adaptive capacity.
The scoring analysis classified 19 out of 45
opportunities & risks to be climate-material to IMI.
The 19 climate-material risks and opportunities were
grouped into priority focus areas, consistent with
theTCFD categories and IMI’s sustainability strategy
including:
see page 72.
Opportunities:
1. market expansion and innovation
2. alternative fuels
3. climate-related policy and legislation
4. product portfolio
5. supply chain and operational excellence
Risks:
1. climate-related policy and legislation
2. product portfolio
3. supply chain operational excellence
4. physical risks (acute and chronic)
Transition risks and opportunities were considered
over the following time frames (short: 2023-2030,
medium: 2030-2040, long: 2040+).
Physical risks were considered over slightly longer
time frames (short: 2021-2040, medium-long:
2041-2060, very long: 2061-2100)
These time frames have been considered with
reference tothe information available in the
scenarios selected onpage 73.
To capture all of IMI’s global operations, the process
for identifying and managing risks and opportunities
includes the involvement of management and their
teams at the operating sites and across the platforms
within the different geographies.
We updated our process for
identifying climate-related
opportunities and risks this year by
interviewing our Executive
Committee, Thomas Thune
Andersen and members of senior
management. We also expanded
our desktop research toinclude a
wider selection of stakeholder input
and research. Engaging with key
internal stakeholders, including the
Board, was of critical importance to
refresh our risks andopportunities
with those who know and
understand IMI’s long-term strategy.
In line with TCFD best
practice wewill review our
risks and opportunities at
leastannually toensure the
mostrelevant risks and
opportunities are considered,
and where possible directly
integrated into our Group
RiskManagement Framework.
Page
numbers
within this
Report:
72-81, 95
IMI plc Annual Report 2023
64

Strategy
How we comply Progress made in 2023 Further improvement
For more
information
b) Describe the impact of climate-related opportunities and risks on the organisation’s business strategy and financial planning
We identified that climate-related opportunities and
risks will affect our business strategy and financial
planning. Where possible we have provided financial
and business assessment of the material risk and
opportunities. Three risks and opportunities were
subject to a detailed quantitative financial
assessment including;
see page 75
Opportunities: increased product demand, long-
term project investments (operations) and growth
inhydrogen solutions.
Risks: Oil & Gas market exposure.
Key outputs are presented as changes compared
toa reference scenario over a2030 and 2050
timeframe.
We undertook quantitative
financialanalysis of three risks
andopportunities see page 75.
This has helped us to quantify the
financial impacts of the material
climate risks and opportunities
forfurther integration of the
analysis into our risk management
and strategic planning. The
methodology used considers the
full value chain impacts and latest
company-level developments
toensure a forward-looking view
was used to conduct the forecasts.
A carbon tax/price does not directly
impact IMI today but will likely
indirectly impact through our
supplier spend for raw materials,
such as steel, impacted by the
EUCarbon Border Adjustment
Measure (CBAM). In 2023, we
reviewed our impact with the
CBAM and will be reporting in line
with the requirements laid out in
this legislation.
In 2023, we engaged with 74
strategic suppliers to identify
emissions reduction programmes to
support our Scope 3 goals, together
with ensuring human rights are
protected in the supply chain.
To mitigate the risk of supply chain
disruption caused by water
shortages, our supply chain teams
have been working to ensure we
have dual sourcing of key
components and are treated as a
priority customer via framework
agreements with Tier 1 suppliers.
We will continue to update
the quantitative company
level business and financial
analysis based on
companydevelopments
andmarket changes.
We will build on our
existingplans to ensure
astandardised approach
isimplemented at each
site/location to address
decarbonisation and improve
resiliency in line with our
SBTi and Climate Action
targets. This will be evaluated
in 2024, through a re-fresh
of the IMIdecarbonisation
strategy to phase in a more
robust implementation plan.
Evaluate the indirect costs
ofcarbon by business,
toinform procurement
strategy resilience.
Page
numbers
within this
Report:
13, 22, 26,
43, 56, 57,
72-81
65
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Creating a better world continued
TCFD continued
Strategy
How we comply Progress made in 2023 Further improvement
For more
information
c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,
includinga2°C or lower scenario
With support from Ricardo, our third-party
consultants, a climate scenario analysis study was
undertaken across four wide-ranging scenarios
toexamine impacts over long-term time horizons
see page 73.
Due to the split of transitional and physical risks and
opportunities, two publicly available, scientifically
recognised organisations were selected to assess
our business impact and resiliency to each climate-
and financial- risk and opportunity under different
hypothetical futures: the IEA and IPCC. In total,
fourscenarios were selected with two across each
IEA and IPCC scenario
see page 74 for more
details in the selection process.
We acknowledge the significance of fostering
resilience when confronted with climate-related
opportunities and risks. The transition to a low-
carbon economy under both IEA scenarios is
creating new revenue opportunities for us, as well
aschallenges in the form of rapid technological,
regulatory and behavioural changes. Our market-
ledinnovation, sustainable investment and clear-
sighted strategy alongside excellent stakeholder
management continues to strengthen our
resiliencyresponse to mitigate climate-related
risks,whilst taking advantage of opportunities.
We recognise the importance of assessing and
managing physical risks associated with climate
change. We conduct comprehensive risk
assessments to identify vulnerable assets through
our 3rd party insurance provider and prioritise
adaptation strategies. This involves regularly
monitoring and evaluating the performance of our
assets in the context of changing climate conditions.
By leveraging advanced technologies and data-
driven insights we aim to optimise asset
performance, reduce vulnerabilities, and ensure
long-term sustainability.
We updated our scenario analysis
to improve alignment with
thenewly identified risks and
opportunities within the focus
areas. This work was reviewed
bythe Executive Committee in
December 2023 and was approved
by the Board in February 2024.
We conducted a business impact
scoring to allocate a business
impact exposure category of high,
medium, and low to each climate
and financial material risk and
opportunity under the short,
medium, and long-term time
frames for each scenario.
We held a strategic response and
resiliency workshop, to identify
andallocate our responses to
mitigate the climate-related risks
and maximise the climate-related
strategic opportunities over the
short, medium, and long-term time
frames whilst considering
eachclimate-scenario.
To align with TCFD best
practice, we will renew
ourscenario analysis every
three years to ensure we
areproviding the most
up-to-date and relevant
information, unless there
hasbeen a significant change
tothe business or external
environment that warrants
aquicker refresh.
Continue to drive our
process for resiliency action
ownership in line with our
Climate Action targets and
goals across theorganisation.
Page
numbers
within this
Report:
18-27,
76-81
IMI plc Annual Report 2023
66

Risk management
How we comply Progress made in 2023 Further improvement
For more
information
a) Describe the organisation’s processes for identifying and assessing climate-related risks
Climate-related risks form an integral part of the
overall risk management process and IMI better
world agenda. Climate-related risks determined and
reviewed via the work of Platform Risk Champions
form part of several principal risks and are included
as part of risk management presentations to
Executive and Board level members which occur
annually. This year, we rescoped our risk of business
disruption and natural disasters to cover extreme
weather events and the physical risks associated
with climate change as well as the risk of failure to
adapt to climate change. Inaddition to this specific
principal risk regarding climate change, the Board
believes climate change maps to the following
principal risks:
– Ethics, Compliance & Governance
– Talent & Engagement
– Lack of Organic Growth
– Failure to manage the supply chain
Risks and opportunities that scored as climate-
material were grouped under Priority Focus Areas
(see Figure 1, page 72) before conducting the
climatescenario analysis. A further financial overlay
deemed a sub-set of the climate-material risks
andopportunities financially material. The financial
overlay process assigned a lower and upper business
revenue exposure range (over the near-term 5 year
time frame).
We developed the processes
forassessing the potential size and
scope of identified climate-related
opportunities and risks through a
materiality matrix
seepage 72,
which detail thefinancial overlay
forTCFD materiality.
We incorporated Zurich’s
2022analysis of physical
climate-related risks into wider
identification of climate-related
opportunities and risks.
The strategic response and
resiliency workshop as described
above in strategy b) helped to
identify the key actions necessary
totake to mitigate and adapt to
theidentified risks.
In various forums, including the
ESG deep dive, we considered
the implications of the
International Sustainability
Standards Board (ISSB), Transition
Plan Taskforce (TPT) guidance
and Corporate Sustainability
Reporting Directive (CSRD) on
our reporting requirements as a
potential risk and opportunity.
We have already started work in
preparations for these, including
EU Taxonomy reporting under
the CSRD. We are working with
Ricardo to evaluate our
exposure, oureligibility, and
alignment for coreproduct/
activity lines.
We will continue to monitor
and assess the risks and
opportunities that were not
deemed as financially material
in this year’s assessment to
understand if they may become
financially material in the future
given new developments in
ourbusiness and the market.
Maintain our global regulatory
review and gap analysis of
current and emerging climate-
related risks to identify emerging
risks relevant to IMI’sassets,
supply chain, valuechain
stakeholders and products and
services. Plans are in place to
conduct a double materiality
assessment in early 2024, with
our ESG consultants, Ricardo.
TheTCFD work will inform
andcontribute tothe output.
Page
numbers
within this
Report:
72-75,
88-95
67
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Financial Statements

Creating a better world continued
TCFD continued
Risk management
How we comply Progress made in 2023 Further improvement
For more
information
b) Describe the organisation’s processes for managing climate-related risks
To review the resilience of the Board’s strategy
through the lens of climate change, a better world
Risk Group was set up inviting key individuals from
across the Group (facilities, operations, legal and
business development), who carried out an analysis
of climate risks and opportunities for IMI using the
TCFDframework
see page 72.
Engineering and procurement teams continue
toreview the components within our products
andwhere relevant, gain certifications on more
sustainable components, reviewing sourcing policies
to ensure good availability and pricing onmaterials.
Our production and supply chain teams have
beenworking to understand and review our
productcompliance against the increasing volume
of new regulations and to understand what
alternatives there are for various components
(forexample lead content in brass). Allsectors
havespecially selected suppliers to investigate ESG
topics (climate impact, human trafficking &slavery,
organisational commitment and labour rights)
through our compliance partner, Assent Inc.
Across the risk and opportunity
focus areas identified we have
assigned platform risk champions
to take responsibility for each
focus area to ensure the correct
response actions are taken to
mitigate risks and take advantage
of the opportunities identified
over the near-term and
long-term.
To increase resilience and
mitigate climate-related
riskswe continue to execute
our strategy which focuses
investment into more resilient
low-carbon markets that
provide solutions to support
the transition and mitigate
long-term effects of climate
change through innovation
andtechnology transfer.
Thiswill include both
organicand inorganic
growthinvestments to
mitigateclimate-related
risksfrom ourSustainable
Portfolio Assessments.
We will continue to work with
Platform Risk Champions to
drive focus and accountability.
Page
numbers
within this
Report:
52-57,
72-76,
88-91
and95
IMI plc Annual Report 2023
68

Risk management
How we comply Progress made in 2023 Further improvement
For more
information
c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s
overall risk management
Climate-related risks determined and reviewed
viathe work of platform risk champions, form part
ofseveral principal risks, and are included as part
ofrisk management presentations to the Executive
Committee and the Board.
We conducted a mapping exercise to integrate,
match and overlay the resulting climate-related
material risks in the principal risk register.
We are working to improve
oursystems and process for
identification, monitoring and
assessing climate-related
emerging issues that impact
ourbusiness, to inform our
Sustainability Committee and
Board more regularly on updates
or changes over time. We plan
tocreate a climate opportunity
and risk register for current and
emerging issues and anticipate this
being reviewed every 6 months
for changes, andannually for
integration intotheEnterprise
RiskManagementprocess.
We have voluntarily begun
evaluating our portfolio
inalignment with the EU
Taxonomy classification
forclimate mitigation and
adaptation and we plan
toupdate this further in
duecourse.
We will continue to further
develop how managing
climate-related risks are
integrated into the overall risk
management framework and
assigning ownership for
individual risks.
Page
numbers
within this
Report:
88-91
Metrics and targets
How we comply Progress made in 2023 Further improvement
For more
information
a) Disclose the metrics used by the organisation to assess climate-related opportunities and risks in line with its strategy
andriskmanagement process
Our purpose is Breakthrough
engineering for a better world,
where we are committed in
providing customers with the
mostsustainable products
possible. Our climate targets
include reducing emissions and
minimising our environmental
impact. To help achieve this
wehave set up several climate-
related metrics aimed at reducing
our greenhouse gas emissions,
water usage and waste.
OurScope 1 & 2 greenhouse gas
emissions have been verified
according toISO Standard ISO
14064-3 bya third party
consultancy seepage 58.
We have considered other metrics associated with
climate-related risks however we feel that our
metrics and targets presented on pages 46-47
illustrate our commitment to mitigating climate-
related risks. In addition, we have also included three
metrics in our sustainability linked revolving credit
facility see page 13 which are CO
2
intensity, water
intensity and women in management.
We recognise the importance of developing an
internal carbon price as a critical forward-looking
metric that can help us to manage climate-related
transition risks and opportunities. We have planned
to incorporate this assessment into our net zero
andtransition plan workstream in 2024.
We plan to use an internal
carbon price within the next
two years and will consider
how to integrate into our
PSAframework for 2024.
Page
numbers
within this
Report:
46-47,
58-60
69
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Creating a better world continued
TCFD continued
Metrics and targets
How we comply Progress made in 2023 Further improvement
For more
information
b) Disclose Scope 1, Scope 2, and if appropriate Scope 3 emissions, and the related risks
Details of our achievements
against our climate-related
targets including CO
2
intensity
can be found in the Creating
abetter world section of
thisAnnualReport
seepages46-47.
We complete our Scope 1 & 2
calculations on an annual basis
and receive verification on these
calculations according to ISO
standard ISO14064-3. In
addition, we also complete
Scope 3 calculations and will
look to have these verified in
2024.
We use Defra Environmental
Reporting Guidelines: Including
streamlined energy and carbon
reporting guidance, 2019
TheGreenhouse Gas Protocol:
ACorporate Accounting
andReporting Standard
(RevisedEdition).
We include historical periods
toallow for trend analysis.
We have worked with third-party consultants
tocalculate our Scope 1, 2 and 3 emissions.
We continue to strive to
improve the quality of our
Scope 3 analysis and data.
Page
numbers
within this
Report:
46-47,
58-60
IMI plc Annual Report 2023
70

Metrics and targets
How we comply Progress made in 2023 Further improvement
For more
information
c) Describe the targets used by the organisation to manage climate-related opportunities and risks and performance
againsttargets
Our purpose drives our strategy
and our ambition, including our
commitment to SBTi:
– Halve our total Scope 1 & 2
CO
2
intensity by 2030 (based
on a 2019 baseline) and be
netzero for these emissions
by 2040.
– For Scope 3, we are targeting
reducing our emissions by
25%by 2030 and be net zero
by 2050.
– Reduce our water intensity
(m
3
per 1,000 hours worked)
by 10% by 2030 (compared
to2020).
– Reduce our non-recycled
hazardous waste by 50% by
2030 (compared to2022).
We have extended our GHG emissions target
toincludeScope 3.
We have submitted an SBTi application, please see
page 43 for more information.
We worked on integrating our Climate Action
strategy output (including our updated assessment
ofclimate-related opportunities and risks) into a
draft comprehensive climate transition plan and
willbe developing this further in 2024.
To achieve our carbon emission reduction target,
the Process Automation sector has been looking
into first drawing a baseline of carbon emissions
byproduct, performing a more realistic product-
specific analysis, and utilising bottom-up detailed
carbon emission calculation, from raw materials to
assembly & test. To draw this baseline, the Process
Automation team decided to involve a few suppliers
as part of the programme. Those suppliers have
been selected considering their supply volume,
strategic long-term partnership and ESG impact.
They are suppliers we are willing to grow and
support within their climate transition journey.
Wehave developed with those selected suppliers
acollaborative approach in the aim to develop
innovative solutions to reduce our products’ carbon
footprint: IMI consulted with them individually, and
suggested our perspectives as part of this project to
not only reduce the cost of supply and production
but to focus on the carbon emissions that would be
reduced throughout the supply chain, manufacturing
process and product life cycle. Our Value Analysis/
Value Engineering process aims to reduce emissions
through product design changes, material
substitutions, recycling, and manufacturing process
analysis. In 2023, certain suppliers offered innovative
suggestions to further reduce our impact. These
suggestions were solidified through our engagement
during one-to-one meetings and supplier visits.
Continue to expand Scope 3
verification.
Develop a Climate Transition
plan in line with the TPT
framework in 2024 and
reportappropriately.
Continue to expand and
develop carbon emission
reporting by product.
Page
numbers
within this
Report:
43, 46-47,
150,
153-155,
158,166
71
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Financial Statements

Creating a better world continued
TCFD continued
product solutions such asthe IMI VIVO
electrolyser, targeted acquisitions (Adaptas,
CorSolutions, Heatmiser and Bahr), and
further reducing risk of potential supply
chain disruption through implementing
measures for localisation of manufacturing
and supplychains (Europe and China).
Identification of Climate-related
opportunities and risks
Following a rigorous process (Figure 1)
ofdesktop analysis and stakeholder
engagement, including 11 interviews across
the Executive Committee and senior
individuals, a list of 45 climate-related
opportunities and risks were identified.
Strategy Section Deep
Dive – Climate-related
Opportunities & Risks
and Scenario Analysis
Background
Over the last 3 years, we have continued
to improve our climate-related financial
disclosures and processes for periodic
review, working closely with third party
consultants, Ricardo, to update and
enhance the identification ofclimate-
related opportunities and risks, materiality,
and scenario analysis. Wecommitted in
our 2022 Annual Reporttocarry out
further detailed workon thequantitative
financial impact and strategic resiliency
responses to materialrisks and
opportunities.
This year’s report provides financial
quantification of impacts over the different
scenario time horizons (where possible)
and deeper analysis on how this translates
to our resiliency actions.
We are already on our journey of executing
our ESG and Climate Action strategy and
resiliency actions; serving ourcustomers
and markets with new technology and
Figure 1: TCFD Strategy Process Flow
Stakeholder
analysis
(riskand
opportunity
identification)
Climate
materiality
scoring
Consolidation
and
visualisation
Financial
materiality
overlay
Selection
of publicly
available climate
scenarios and
qualitative
analysis
Financial
modelling
across selected
climate
scenarios
Determine the
business impact
across selected
scenarios
Strategic
responses to
mitigate risks
and maximise
opportunities
Figure 2: IMI Materiality Matrix – by Focus Area
Adaptive Capability refers
tothe ability that IMI has
toadjust to potential
damage, to take
advantage of
opportunities, or to
respondto consequences:
organisational capability;
technical capacity;
financial capacity;
ecosystem capacity (i.e.
existing adaptive capacity
to minimise risks or take
advantage of
opportunities).
Business Sensitivity refers
tothe degree to which
IMI(e.g. people, assets,
products and services) is
affected, either adversely
orbeneficially, by climate
variability or change
(i.e.sensitive/exposed to
theriskor opportunity).
Focus areas
1. Market expansion
andinnovation
2. Value chain communication
&engagement*
3. Localisation*
4. Alternative fuels
5. Supply chain operational
excellence*
6. Product portfolio
7. Increasing climate-related
policy & regulation
8. Physical climate risks
* = Combined priority areas
Graph Interpretation
The figure shows the spread of the
average climate materiality score
foreach Focus Area, enabling high
level Focus Area prioritisation
based ontheBusiness Sensitivity
and Adaptive Capability.
Graph Methodology
The average climate-related
materiality score of all risks/
opportunities within each
FocusArea is plotted.
Adaptive capability
Low adaptive capability
High business
risk sensitivity
Neutral
High adaptive capability
High business
opportunity sensitivity
Business sensitivity
Red zone: High
sensitivity to risk and
low adaptive capability
Blue zone: High sensitivity
to opportunity and high
adaptive capability
3
8
6
7,5,2
4
6
41
8,3
2,7
IMI plc Annual Report 2023
72

The International Energy Agency (IEA)
andIntergovernmental Panel on Climate
Change (IPCC) were selected as publicly
available, scientifically recognised
organisations to assess the scenario
analysis for the transition and physical risks
and opportunities and associated business
impact and our strategic responses.
Intotal, four scenarios were selected
withtwo each across the IEA and IPCC
scenarios. The IEA selected scenarios,
NZEand STEPS, provided deeper
contextand evidence on the risks and
opportunities that arise as the economy
moves from a carbon-intensive to net
zero (transition risks and opportunities).
Whereas the two IPCC scenarios provided
the risks associated with the higher global
temperature ‘worst’ and ‘best case’ that
will likely result from taking no or some
policy action. All four scenarios explore
both transition and physical risks and
opportunities, to a different degree.
Detailsof the selected scenarios are
highlighted in Table 2.
These were scored based on our business
sensitivity to the risk/opportunity and our
adaptive capability (Figure 2) to maximise the
opportunity andminimise the risk, to identify
those deemed as most vulnerable and
therefore climate-material to thebusiness.
Priority Focus Areas
Risks and opportunities that scored as
climate-material were grouped under
Priority Focus Areas (see Figure 1) before
conducting the climate scenario analysis.
A further financial overlay deemed a
sub-set of the climate-material risks and
opportunities financially material. The
financial overlay process assigned a lower
and upper business revenue exposure range
(over the near-term five-year time frame).
Understanding Business Impact:
Scenario Analysis
Scenario analysis helps us to understand
the potential impact of climate change on
ourbusiness over our selected time
periods to bestinform our strategy and
financial planning (Table 1). The near-term
time frame (up to five years) aligns with
our five-year business strategic and
financial planning cycle and was assessed
as a time frame during the materiality
financial overlay.
Physical Risks & Opportunities
In 2022, we commissioned Zurich, our
primary insurer, to conduct a site-level
review of the physical risks faced due to
climate change. This year, we have
updated our analysis on the identified
high-risk sites. This analysis allowed us to
re-assess the site risk profiles across the
same IPCC scenarios and time frames, as
in previous years. The analysis was carried
out on 12 identified business critical sites
and used two climate scenarios from the
IPCC (Table 2) SSP1-RCP2.6 and SSP5-
RCP8.5, a best and worst case respectively
to analyse the business impact and hazard
level each site may face in the future, as
well as supply chain accessibility and IMI
workforce exposure at these locations to
climatic extremes and stress over time.
Regardless of the climate scenario, by the
medium-long term (2050), IMI site risk
level ranks medium and above.
Transitional Risks & Opportunities
In follow up to the 2021–2022 review
ofour climate-related transition risks
andopportunities, this year we conducted
acomplete scenario refresh using the
publicly available IEA scenarios. Several
transition risks and opportunities re-
emerged as financially material including
raw materiality accessibility and Oil & Gas
market exposure risks and emerging
environmental policies, growth in
hydrogen solutions and increased
productdemand opportunities.
Table 1 Selected timescales for scenario analysis
Time frame Timescale
Near-term (based on viability statement
onpage 100)
2024–2028
IEA Scenarios
S (Short) 2023–2030
M (Medium) 2030–2040
L (Long) 2040+
IPCC Scenarios
S (Short) 2023–2040
M-L (Medium-Long) 2041–2060
VL (Very Long) 2061–2100
73
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Corporate Governance
Financial Statements

Creating a better world continued
TCFD continued
Table 2: Scenario Selection
Scenario Description Key Metrics Used
IEA
Net Zero by
2050(NZE)
A rising number of countries and companies are
targeting net zero emissions, typically by mid-century.
All of these are achieved, putting global emissions
ontrack for net zero by 2050. Drastic transformation
ofthe global energy system.
– Paris Agreement alignment (1.5°C)
– Global hydrogen-based fuels
– Fuel shares in total energy use by application
– Global carbon price by economy
(e.g.max.$250USD/tonne CO
2
)
– Global energy consumption by fuel and CO
2
intensityby sector
– New workers in clean energy
– CO
2
intensity of electricity generation
– Global CO
2
emissions
IEA
Stated Policies
(STEPS)
A more conservative benchmark for the future which
does not assume that governments will reach all
announced goals. Differing policies and legislation
across different countries, regions, and markets.
– 2.6°C Temperature Rise
– Energy costs by region
– Global CO
2
emissions
– Renewables generation by region
– Hydrogen demand by region
– Carbon price by country
(e.g. max. $113 USD/tonneCO
2
)
– Coal and natural gas demand
IPCC
SSP1-RCP2.6
Sustainable development scenario – zero-emissions
after 2050 and temperature increase stabilising
~1.8°Cby 2100, potential for lower adaptation
coststoother scenarios.
– Paris Agreement alignment (1.8°C)
– Flooding
– Storms
– Drought
– Temperature increase
IPCC
SSP5-RCP8.5
High emissions-scenario – business as usual,
wherefossil fuel use, food demand, energy use and
greenhouse gas emissions increase. Physical risks
increase, with associated higher adaptation costs.
– >4°C Temperature rise
– Flooding
– Storms
– Drought
– Temperature increase
IMI plc Annual Report 2023
74

Understanding Financial Impact: Quantitative Financial Analysis
Following the financial materiality overlay, where 13 risks and opportunities were deemed financially-material and assigned an upper and
lower business revenue exposure range, three of these underwent a detailed and robust quantitative financial assessment deep dive across
the transition IEA scenarios STEPS and NZE (Table 3). These three risks and opportunities were chosen for further analysis due tothe
available inputs for modelling (sourced from the IEA scenarios, CDP 2022 report, and Annual/Integrated reports) and robustness of data.
Three risks and opportunities underwent a detailed and robust quantitative financial assessment, and included:
– Increase product demand, which is the increase in current product market applications (bespoke electrification solutions), heating
and cooling systems and fuel cell technology will grow in new geographical and industrial markets.
– Growth in hydrogen solutions, which is the scaling up hydrogen-specific technologies such as green electrolysis for hydrogen
manufacture (IMI VIVO) and sustainable fuel usage, coupled with supporting the green transition for Heavy Duty Vehicles (HDVs).
– Oil & Gas market exposure, which phases out technologies that rely on fossil fuels, resulting in reduced IMI product demand,
alongside divestment from coal projects.
Financial analysis shows that the evolution of markets foreseen under the NZE scenario has a more radical impact on IMI’s adjusted
operating profit, compared to the STEPS scenario. Risks and opportunities are greater in the NZE. The STEPS scenario, more stable,
poses a less significant threat to our market position.
Table 3 Financial quantification of assessed opportunities and risks under the two selected transition scenarios IEA Net Zero by 2050
(NZE) and IEA Stated Policies (STEPS)
Risk/
Opportunity Key Assumptions
Potential Impact on Group’s
Adjusted Operating Profit
Low = 0%–3%
Med = 3%–6% High = >6%
2030 2050
Market Expansion & Innovation
Increased
Product
Demand
NZE: Indexed the balancing and control business of the Climate Control sector tothe evolution
of low carbon technology demand in the building sector. The balancing and control business
unit represents 43% of Climate Control’s total revenues in 2022. This figure is used as aproxy
ofthepercentage of revenues that would be impacted by the increase in productdemand.
High High
STEPS: Same methodology as the NZE scenario but assuming a delay of 10 years toreach
thesame target value.
Med High
Alternative Fuels
Growth in
hydrogen
solutions
NZE: Computing the change in hydrogen demand for end-users according to the NZE scenario
between 2021 and 2050. 2021 hydrogen revenues were indexed to the evolution ofhydrogen
demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.
High High
STEPS: Computing the change in hydrogen demand for end-users according to the STEPS scenario
between 2021 and 2050. 2021 hydrogen revenues were indexed to the evolution ofhydrogen
demand for end-users between 2022 and 2050, taking into account the sales of hydrogen in 2022.
Low Low
Product Portfolio
Oil & Gas
market
exposure
NZE: Projected the future Oil & Gas market by using the forecasted final consumption of oiland
natural gas along with the price of natural gas provided in the NZE scenario. Indexed forecasted
revenues of business activities impacted by Oil & Gas (Refining and Petrochemical, Oil & Gas
and Fossil Power) to align with the computed changes in the Oil & Gas market.
High High
STEPS: Projected the future Oil & Gas market by using the forecasted final consumption of
oiland natural gas along with the price of natural gas provided in the STEPS scenario. Indexed
forecasted revenues of business activities impacted by Oil & Gas (Refining and Petrochemical,
Oil & Gas and Fossil Power) to align with the computed changes in the Oil & Gas market. (Note:
this assumes market share will remain constant.)
Med High
75
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Corporate Governance
Financial Statements

Creating a better world continued
TCFD continued
Increased Product Demand
e.g. electrification solutions
andheating and cooling systems.
Products &
Services
EU
North
America
Asia
Climate
Control
Life Science
Fluid Control
& Industrial
Automation
Revenue from improved control of building
HVACsystems and increase energy efficiency
withinfactories.
Investing in digital capabilities for Climate
Control’s TA-SMART andHeatmiser connected
product range. Scaling electric actuation
products and additional development of
solenoid valves for agricultural practices.
Emerging Innovative Markets Markets Revenue from new markets within Fluid Control
sector enabling more sustainable agriculture practices
and increased efficiencies.
Alternative Fuels
Growth in new alternative fuel technologies where our product and expertise can be deployed.
Alternative fuelled powertrains
for trucks
Products &
Services
Asia Pacific
Europe
USA
Process
Automation
Transport,
Life Science
& Fluid
Control
In the short-medium term, opportunitiesinclude:
– Revenue from valve and pressure control solutions
for balance of plant in fuel cells used in heavy-
dutytrucks.
Currently operating in PEM electrolysers, supply
ofcomponents and subsystems to refuelling
stations and heavy-duty trucks.
Growth in hydrogen solutions
Including the scaling up of
greenelectrolysis.
Markets Revenue from hydrogen electrolyser solutions.
Priority Focus Areas: Understanding our potential business impact and resiliency responses
under different plausible futures
This table presents the transition risks and opportunities under two transition scenarios ‘Net Zero by 2050 (NZE)’
and ‘Stated Policies (STEPS)’, the potential impact to our business, and our corresponding current and future
resiliency responses. The business impact has been scored High, Medium, and Low for each risk and opportunity
(refer to the Table key).
Table 4 Impact of transition risks and opportunities under each IMI climate scenario, and resiliency responses
Market Expansion & Innovation
Organic and inorganic growth in new geographical and industrial markets which can be supported by M&A, climate-related
partnerships, R&D investments, and climate-related product standards.
Related metrics and targets where available
Ensuring our R&D spend as a % of revenue remains at an appropriate level and is converted to sustainable solutions,
supporting ‘green’ taxonomy investments
Risk or opportunity description
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IEA NZ IEA STEPS
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
IMI plc Annual Report 2023
76

Increased Product Demand
e.g. electrification solutions
andheating and cooling systems.
Products &
Services
EU
North
America
Asia
Climate
Control
Life Science
Fluid Control
& Industrial
Automation
Revenue from improved control of building
HVACsystems and increase energy efficiency
withinfactories.
Investing in digital capabilities for Climate
Control’s TA-SMART andHeatmiser connected
product range. Scaling electric actuation
products and additional development of
solenoid valves for agricultural practices.
Emerging Innovative Markets Markets Revenue from new markets within Fluid Control
sector enabling more sustainable agriculture practices
and increased efficiencies.
Alternative Fuels
Growth in new alternative fuel technologies where our product and expertise can be deployed.
Alternative fuelled powertrains
for trucks
Products &
Services
Asia Pacific
Europe
USA
Process
Automation
Transport,
Life Science
& Fluid
Control
In the short-medium term, opportunitiesinclude:
– Revenue from valve and pressure control solutions
for balance of plant in fuel cells used in heavy-
dutytrucks.
Currently operating in PEM electrolysers, supply
ofcomponents and subsystems to refuelling
stations and heavy-duty trucks.
Growth in hydrogen solutions
Including the scaling up of
greenelectrolysis.
Markets Revenue from hydrogen electrolyser solutions.
Key
Risk Opportunity
High Risk Medium Risk Low Risk High Opportunity Medium Opportunity Low Opportunity
Market Expansion & Innovation
Organic and inorganic growth in new geographical and industrial markets which can be supported by M&A, climate-related
partnerships, R&D investments, and climate-related product standards.
Related metrics and targets where available
Ensuring our R&D spend as a % of revenue remains at an appropriate level and is converted to sustainable solutions,
supporting ‘green’ taxonomy investments
Risk or opportunity description
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IEA NZ IEA STEPS
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
77
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Corporate Governance
Financial Statements

Creating a better world continued
TCFD continued
Environmental claims and
stakeholder expectations
Reputation USA Climate
Control
Process
Automation
&Industrial
Automation
Increased costs associated with emissions reduction
and greater complexity required to meet demands,
aswell as ongoing monitoring and reporting.
– Tracking regulatory developments and
changes in stakeholder expectations to
respond appropriately.
– Monitoring internal environmental metrics
andtargets through our PSA and continuing
todevelop the PSA process further.
– Conducting LCAs and product carbon foot
printing and engaging with external advisers
toundertake risk assessments.
– Heatmiser extends our energy saving portfolio
of smart thermostatic control products.
Emerging environmental policies
Enables sales of our
sustainableproducts.
Resource
efficiency
Decarbonisation and energy efficiency policies will
rapidly drive global opportunities to support clean
energy technology and meeting stricter building
energy efficiency standards.
Climate-related policy and legislation
Increasing pressure to act on upcoming climate change legislation to avoid litigation, and opportunity to expand
intomarkets due toour product sustainability credentials.
Related metrics and targets where available
To be in the top quartile of safety performance within the industry sector. Product performance: Maintain our membership
oftheGreen Economy Mark. Continue to apply a better world lens to our Growth Hub process
Oil & Gas market exposure
The phase out of technologies
which rely on fossil fuels.
Product
Portfolio
Global Process
Automation
&Industrial
Automation
Carbon taxation and closure of coal-fired plants
particularly in Western geographies may place some
of Process Automation’s existing partnerships at risk.
– Already ensuring R&D investments are focused
on better world.
– Development next generation product
andservice solutions that
– improve efficiency in the extraction,
processing, and distribution of
hydrocarbons;
– significantly reduce or eliminate fugitive
emissions; and,
– ensure operational safety.
– Develop solutions that support the energy
transition including for various applications
within the hydrogen value chain, for carbon
capture, and other low or zero carbon
technologies.
Product re-design and
circulareconomy principle
Assessing products through
anew competitive lens.
Product
Portfolio
The majority of our products are plastic and metal
incomposition. Customer demands to improve
sustainability of our products will continue to grow.
Product portfolio
Increased downstream market pull from our customers and investors, to steer our portfolio in a more sustainable direction,
and phase out of Oil & Gas when moving towards global decarbonisation.
Related metrics and targets where available
see pages 46-47 for metrics and targets related to our water, waste and Scope 1, 2 and 3 emissions targets
Risk or opportunity description
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IEA NZ IEA STEPS
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Political instability and
rawmaterial accessibility
Resilience Global All sectors In the short-medium term, political instability and
potential export and import restrictions increase risk
of critical mineral shortages.
In the long-term, there is a high risk of raw material
inaccessibility for meeting clean energy technology
demand due to long critical mineral project lead times.
We are committed to help our industry
decarbonise and we have applied for our Science
Based Targets (SBTi) validation, see page 43. We
are focused on reducing our Scope 3 emissions.
– We conduct site/facility level risk assessments
twice a year as part of our supplier risk
management process in relation to key suppliers.
– Reducing high-level dependency on single
suppliers and increasing dual sourcing.
We track global events and trends which have
the potential to disrupt our supply chains in
order to adjust our planning, operations and
logistics accordingly.
Supply chain simplification
Localisation and reshoring
Resilience Localisation will have a knock-on effect with
transport requirements, and how people and
products move, with more focus on greening
short-haul commercial freight. Large opportunities
to reduce Scope 2 & 3 emissions supported by
accelerated clean energy investments.
Supply chain operational excellence
Securing clean energy sources across our supply chain; supply chain simplification and resilience.
Related metrics and targets where available
To reduce total Scope 3 emissions by 25% by 2030. To be net zero for Scope 3 emissions by 2050 see pages 46-47
IMI plc Annual Report 2023
78

Environmental claims and
stakeholder expectations
Reputation USA Climate
Control
Process
Automation
&Industrial
Automation
Increased costs associated with emissions reduction
and greater complexity required to meet demands,
aswell as ongoing monitoring and reporting.
– Tracking regulatory developments and
changes in stakeholder expectations to
respond appropriately.
– Monitoring internal environmental metrics
andtargets through our PSA and continuing
todevelop the PSA process further.
– Conducting LCAs and product carbon foot
printing and engaging with external advisers
toundertake risk assessments.
– Heatmiser extends our energy saving portfolio
of smart thermostatic control products.
Emerging environmental policies
Enables sales of our
sustainableproducts.
Resource
efficiency
Decarbonisation and energy efficiency policies will
rapidly drive global opportunities to support clean
energy technology and meeting stricter building
energy efficiency standards.
Key
Risk Opportunity
High Risk Medium Risk Low Risk High Opportunity Medium Opportunity Low Opportunity
Climate-related policy and legislation
Increasing pressure to act on upcoming climate change legislation to avoid litigation, and opportunity to expand
intomarkets due toour product sustainability credentials.
Related metrics and targets where available
To be in the top quartile of safety performance within the industry sector. Product performance: Maintain our membership
oftheGreen Economy Mark. Continue to apply a better world lens to our Growth Hub process
Oil & Gas market exposure
The phase out of technologies
which rely on fossil fuels.
Product
Portfolio
Global Process
Automation
&Industrial
Automation
Carbon taxation and closure of coal-fired plants
particularly in Western geographies may place some
of Process Automation’s existing partnerships at risk.
– Already ensuring R&D investments are focused
on better world.
– Development next generation product
andservice solutions that
– improve efficiency in the extraction,
processing, and distribution of
hydrocarbons;
– significantly reduce or eliminate fugitive
emissions; and,
– ensure operational safety.
– Develop solutions that support the energy
transition including for various applications
within the hydrogen value chain, for carbon
capture, and other low or zero carbon
technologies.
Product re-design and
circulareconomy principle
Assessing products through
anew competitive lens.
Product
Portfolio
The majority of our products are plastic and metal
incomposition. Customer demands to improve
sustainability of our products will continue to grow.
Product portfolio
Increased downstream market pull from our customers and investors, to steer our portfolio in a more sustainable direction,
and phase out of Oil & Gas when moving towards global decarbonisation.
Related metrics and targets where available
see pages 46-47 for metrics and targets related to our water, waste and Scope 1, 2 and 3 emissions targets
Risk or opportunity description
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IEA NZ IEA STEPS
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Short-term
(2023-2030)
Medium-term
(2030-2040)
Long-term
(2040+)
Political instability and
rawmaterial accessibility
Resilience Global All sectors In the short-medium term, political instability and
potential export and import restrictions increase risk
of critical mineral shortages.
In the long-term, there is a high risk of raw material
inaccessibility for meeting clean energy technology
demand due to long critical mineral project lead times.
We are committed to help our industry
decarbonise and we have applied for our Science
Based Targets (SBTi) validation, see page 43. We
are focused on reducing our Scope 3 emissions.
– We conduct site/facility level risk assessments
twice a year as part of our supplier risk
management process in relation to key suppliers.
– Reducing high-level dependency on single
suppliers and increasing dual sourcing.
We track global events and trends which have
the potential to disrupt our supply chains in
order to adjust our planning, operations and
logistics accordingly.
Supply chain simplification
Localisation and reshoring
Resilience Localisation will have a knock-on effect with
transport requirements, and how people and
products move, with more focus on greening
short-haul commercial freight. Large opportunities
to reduce Scope 2 & 3 emissions supported by
accelerated clean energy investments.
Supply chain operational excellence
Securing clean energy sources across our supply chain; supply chain simplification and resilience.
Related metrics and targets where available
To reduce total Scope 3 emissions by 25% by 2030. To be net zero for Scope 3 emissions by 2050 see pages 46-47
79
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Corporate Governance
Financial Statements

Creating a better world continued
TCFD continued
Precipitation, hail,
andthunderstorms
Physical
(acute)
UK
Europe
USA
All sectors Over the longer term, in a worst case scenario, there
is an increase in precipitation and temperatures which
exacerbates risk of catastrophic impact, specifically
across Europe and the US – with precipitation
increasing to 100% by 2100.
People: This will impact our employees’ ability to
travel to work during extreme precipitation or hail
events, which may lead to flooding.
Market: Potential disruption to the supply chain due
to precipitation and hail events, which will likely lead
to increased flooding.
– Changes to employee shift time, increased
breaks, and specialised ventilation clothing.
– Climate risks captured and integrated into risk
management (risk assessments at site level).
– Management teams continue to review
emergency response and business continuity
plans to bolster operational resilience in order
to minimise the impact of large-scale disruption.
– Around the clock access to health andsecurity
services should a major incident occur.
Potential near-term actions (2023-2030):
– Identify key strategic suppliers
(80%offootprint) and evaluate exposure
tophysicalrisks.
– 100% of sites have a decarbonisation
andresiliency plan in place.
Extreme heat and drought Physical
(Chronic)
USA
Europe
Over the short term, high and very high heat hazards
affect 17% of portfolio by 2030 (largely in the USA),
incurring supplier shutdown, delays, disruption,
increasing risk to employee health.
Over the long-term, high and very high heat hazards
affect 57% of our portfolio by 2100.
People: Risk to employee health and employee
productivity.
Market: Potential for supplier shutdown due to
extreme heat events and delays to the supply chain.
Air quality Physical
(Chronic)
China Over the long-term, unabated emissions and
worsening air quality significantly increase employee
health risks in China.
People: Employee health and productivity risk –
poorair quality conditions can exacerbate respiratory
allergies and diseases.
Overall, this has the potential to increase costs,
reduce revenue and profit, increase costs associated
with maintenance, repair and insurance.
This table presents the physical risks under two climate scenarios IPCC SSP1-RCP2.6 and IPCC SSP5-RCP8.5, the potential impact to
our business, and our corresponding current and future resiliency responses. The business impact has been scored High, Medium, and
Low for each risk and opportunity (refer to Table key). Wind was also identified as a high hazard physical risk to IMI sites, but primarily
US-based which was deemed to not be financially material and therefore not included in the table below.
Table 5 Impact of physical risks and opportunities under each IMI climate scenario, and resiliency responses
Physical risks (acute and chronic)
Physical environmental climatic changes affecting facilities, locations, supply chain and human capital.
Environmentalclimatic changes can be acute (severe and sudden) and/or chronic (long-developing). Under a worst-case
scenario(IPCC SSP5-RCP8.5) all sites will experience increased physical climate events (frequency and severity).
Related metrics and targets where available
All site environmental mitigation plans reviewed/assessed annually (metric not reported externally)
Risk Title
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IPCC SSP1-RCP2.6 IPCC SSP5-RCP8.5
Short-term
(2021-2040)
Medium-term
(2041-2061)
Long-term
(2061-2100)
Short-term
(2021-2040)
Medium-term
(2041-2061)
Long-term
(2061-2100)
IMI plc Annual Report 2023
80

Precipitation, hail,
andthunderstorms
Physical
(acute)
UK
Europe
USA
All sectors Over the longer term, in a worst case scenario, there
is an increase in precipitation and temperatures which
exacerbates risk of catastrophic impact, specifically
across Europe and the US – with precipitation
increasing to 100% by 2100.
People: This will impact our employees’ ability to
travel to work during extreme precipitation or hail
events, which may lead to flooding.
Market: Potential disruption to the supply chain due
to precipitation and hail events, which will likely lead
to increased flooding.
– Changes to employee shift time, increased
breaks, and specialised ventilation clothing.
– Climate risks captured and integrated into risk
management (risk assessments at site level).
– Management teams continue to review
emergency response and business continuity
plans to bolster operational resilience in order
to minimise the impact of large-scale disruption.
– Around the clock access to health andsecurity
services should a major incident occur.
Potential near-term actions (2023-2030):
– Identify key strategic suppliers
(80%offootprint) and evaluate exposure
tophysicalrisks.
– 100% of sites have a decarbonisation
andresiliency plan in place.
Extreme heat and drought Physical
(Chronic)
USA
Europe
Over the short term, high and very high heat hazards
affect 17% of portfolio by 2030 (largely in the USA),
incurring supplier shutdown, delays, disruption,
increasing risk to employee health.
Over the long-term, high and very high heat hazards
affect 57% of our portfolio by 2100.
People: Risk to employee health and employee
productivity.
Market: Potential for supplier shutdown due to
extreme heat events and delays to the supply chain.
Air quality Physical
(Chronic)
China Over the long-term, unabated emissions and
worsening air quality significantly increase employee
health risks in China.
People: Employee health and productivity risk –
poorair quality conditions can exacerbate respiratory
allergies and diseases.
Overall, this has the potential to increase costs,
reduce revenue and profit, increase costs associated
with maintenance, repair and insurance.
Key
Risk Opportunity
High Risk Medium Risk Low Risk High Opportunity Medium Opportunity Low Opportunity
Physical risks (acute and chronic)
Physical environmental climatic changes affecting facilities, locations, supply chain and human capital.
Environmentalclimatic changes can be acute (severe and sudden) and/or chronic (long-developing). Under a worst-case
scenario(IPCC SSP5-RCP8.5) all sites will experience increased physical climate events (frequency and severity).
Related metrics and targets where available
All site environmental mitigation plans reviewed/assessed annually (metric not reported externally)
Risk Title
TCFD
Category
Geographic
focus
IMI business
sectorimpact Potential impact on the business Resilience responses/actions
IPCC SSP1-RCP2.6 IPCC SSP5-RCP8.5
Short-term
(2021-2040)
Medium-term
(2041-2061)
Long-term
(2061-2100)
Short-term
(2021-2040)
Medium-term
(2041-2061)
Long-term
(2061-2100)
81
Strategic Report
Corporate Governance
Financial Statements

Responsible
business
Creating a better world continued
Global Reporting Initiative (GRI)
We fully appreciate the importance of data
required to provide robust and transparent
reporting, and this Annual Report is our
second full report ‘in accordance’ with GRI
standards. We continue to use the Carbon
Disclosure Project (CDP) to report our
greenhouse gas (GHG) emissions, as well
as water security (which we disclosed
forthe first time in 2022). As detailed on
page 72, we have refreshed our climate
scenario analysis to support our
TCFDdisclosure.
We have disclosed the material issues
(including our materiality impact
assessment matrix) that are most
important to our stakeholders as identified
by our materiality assessment conducted
in 2022. We continue to invest in systems
and processes to help uswith our
reporting requirements inthiskey area.
Our website includes acomprehensive
index which maps ourmaterial items
against the required GRIdisclosures.
Our Code of Conduct
Doing the right thing, always, is inherent
inour purpose to deliver Breakthrough
engineering for a better world. Integrity
underpins everything we do. Our Board
approved Code of Conduct aims to ensure
that we operate to high ethical standards
and maintain ourgood reputation. It is
issued to all ourpeople and published on
our website. OurCode sets out the
standards our stakeholders can expect
from us and whatwe expect from our
people and ourbusiness partners.
Read more about
OurCode
of Conduct
How this supports our business
model and strategy
Creating a better world is our ESG
agenda. We are committed to acting
responsibly, ethically and sustainably.
We seek to minimise or eliminate any
negative impact our businesses may
have on our communities, our wider
stakeholders and on the environment.
We play our part in addressing climate
change and protecting the planet by
minimising the environmental impact
ofeverything wedo. We engineer
solutions that help our customers
become safer, more sustainable and
more productive. Wedevelop and
empower people to make an impact
and create a better workplace.
Wedeliver Breakthrough engineering
for abetter world.
Key highlights
– Reduced absolute Scope 1 & 2 carbon
emissions by 33% (from 2019 baseline)
– Made our commitment to set
science-based targets in H1 and
submitted ournear-term and net zero
targets toSBTi in H2
– Listed in the 2023 Financial Times
Europe’s Climate Leaders report
– Enhanced TCFD reporting underpinned
by refreshed assessment of climate-
related risks and opportunities
– Compulsory Code of Conduct
(Code)training
Key priorities
1
Compliance with the Supply Chain
Due Diligence Act in Germany
2
Preparation for future CSRD and
otherdisclosures
3
Further development of our
sustainability practices and policies
SDGs
Sub-targets: 10.2, 10.3, 10.4, 13.2
IMI plc Annual Report 2023
82

Sustainability Accounting Board (SASB)
We have completed an assessment of our business using the SASB framework. This aids further transparency and provides stakeholders
with additional detail in which to assess our performance.
Topic Accounting metric Category Unit of measure Code Response (reference year FY2023)
Activity metric
Number of units produced
byproduct category
Quantitative Number
RT-IG-000.A
Commercially sensitive,
notdisclosed
Number of employees RT-IG-000.B 10,771
Energy
management
Total energy consumed
Quantitative
Gigajoules (GJ),
Percentage (%)
RT-IG-130a.1
Total 533,134GJ
Percentage grid electricity 25.05%
Percentage renewable 74.95%
Employee Health
andSafety
Total recordable incident
rate(TRIR)
Quantitative Rate RT-IG-320a.1
0.44
Fatality rate 0
Near miss frequency
rate(NMFR)
Not recorded
Fuel economy
andemissions in
use-phase
Sales-weighted fleet fuel
efficiency for medium-
andheavy-duty vehicles
Quantitative
Gallons per
1,000 ton-miles
RT-IG-410a.1
not material/applicable –
novehicles sold
Sales-weighted
fuelefficiency for
non-roadequipment
Quantitative
Gallons per
hour
RT-IG-410a.2
not material/applicable –
novehicles sold
Sales-weighted
fuelefficiency for
stationarygenerators
Quantitative
Watts per
gallon
RT-IG-410a.3
not material/applicable –
novehicles sold
Sales-weighted emissions
ofnitrogen oxides (NOx) for:
(a) marine diesel engines,
(b)locomotive diesel
engines, (c) on-road
medium- and heavy-duty
engines, and (d)other
non-road dieselengines
Quantitative
Grams per
kilowatt-hour
RT-IG-410a.4
not material/applicable –
novehicles sold
Sales-weighted emissions of
particulate matter (PM) for:
(a)marine diesel engines,
(b)locomotive diesel
engines, (c) on-road
medium- and heavy-duty
engines, and (d)other
non-road dieselengines
not material/applicable –
novehicles sold
Materials sourcing
Description of the
management of risks
associated with the use
ofcritical materials
Discussion
and Analysis
n/a RT-IG-440a.1
see pages 78, 79 and 95 of
this Report
Remanufacturing
design and services
Revenue from
remanufactured products
andremanufacturing services
Quantitative
Reporting
currency
RT-IG-440b.1
not material/applicable –
noremanufacturing activity
83
Strategic Report
Corporate Governance
Financial Statements

Creating a better world continued
Responsible business continued
inwhich the Group isinvolved. We have
various policy statements to cover: a
prohibition on making political donations;
offering or receiving inappropriate gifts;
interactions with government officials;
making undue payments to influence the
outcome ofbusiness dealings; setting out
our approach to facilitation payments;
conflicts of interest; and controls around
the appointment of distributors and agents
and other third parties.
Our policy and guidance in ABC is well
understood, routinely reviewed and
compliance is checked as part of the
year-end control process, supplemented
by Platform compliance monitoring.
Third parties
We are committed to holding ourselves
tothe highest standards of responsible
conduct throughout our operations and
inparticular in relation to third parties we
engage to act on our behalf. Each third
party is subject to a risk-based due
diligence process, as well as screening
procedures for compliance with export
controls and sanctions. We have detailed
contractual provisions setting the
standards required of third parties with
whom we engage. The number and
riskprofile of our third parties has not
changed materially during the year.
Export controls and
sanctionscompliance
We operate screening processes to
ensurecompliance with export controls
and sanctions. The effectiveness of these
due diligence and screening processes is
overseen by the Board and the Executive
Committee. During 2023, the Group’s
export control and sanctions compliance
processes were tightened reflecting
evolving restrictions.
Effective risk management,
controls and compliance
We manage risks and receive assurancevia
internal mitigating controls and processes.
Our effective risk management process
employs a‘top-down, bottom-up’ risk
management approach. We refreshed
elements of our risk management process
during 2023, including revising our risk
appetite framework to take effect for the
financial year 2024. Moredetails are on
pages 88 to 99. Ourrisk approach enables
open discussions on risk at all levels,
fromsites to the Board, to ensure that
riskisappropriately managed and key
information is shared across the Group
todeliver our business objectives.
We have detailed standard operating
procedures (SOPs) supporting our Code
principles and explaining our controls
andcompliance processes. A list of
keypolicies and procedures are in the
Non-financial Information Statement
onpages 86-87. Each Platform is
responsible for implementing controls
andensuring compliance with Group
SOPs and relatedguidance. Monitoring
and review procedures include Internal
Control Declarations, spot checks and
regular on-site legal and compliance
reviews, which are designed to instil the
highest standards of compliance. More
details areon page 97 and in the Audit
Committee Report on page 130.
Speaking up
We nurture a ‘speaking up’ culture to
ensurethat those who do speak up
feelcomfortable to report concerns in
good faith, with the assurance that their
concern will be dealt with appropriately
and without any form of retaliation.
OurCode training, our ‘Speaking Up’
and‘Hey! That’s not OK!’ campaigns
encourage all employees and stakeholders
to report any incident that is not in
keeping with our values and behaviours,
including concerns around corruption
orbribery. Reporting is through line
managers, senior leaders or via a
confidential, independent hotline, which
allows anonymous reporting in our core
spoken languages (www.imihotline.com).
Our hotline processes are regularly
reviewed to ensure they remain effective.
In 2023, we revised our SpeakUp SOP
andintroduced new arrangements for our
Italian sites to reflect the implementation
of the EUWhistleblower Directive.
Reports of concerns are investigated
thoroughly and, where required, we take
action to resolve issues. At the endof any
investigation, additional guidance, training,
or disciplinary action may be taken
asappropriate, and the impact of any
actions is closely monitored by senior
management. OurEthics and Compliance
Committee reviews concerns raised
andthe progress of investigations on a
monthly basis. The Executive Committee
monitors the operation of the hotline,
reviews any trends in reporting and checks
that commensurate investigation and
follow-up is carried out. The Board
receives regular updates and evaluates
theeffectiveness of the arrangements.
52 concerns were raised in 2023 ofwhich
11were duplicates. Thiscompares to
32in2022 of which 2were duplicates.
Following careful investigation, 5concerns
raised (2ofwhich were duplicates) were
substantiated and 12 concerns were
foundinpart (6 of which were duplicates).
Disciplinary action was taken based on
theseverity of the misconduct identified
including verbal feedback; verbal and written
warnings; training and recommendations.
Anti-bribery and corruption
We have a zero-tolerance policy for bribery
and corruption. This position is explained
in our Code and is covered in more detail
in our Anti-Bribery and Corruption (ABC)
SOP, which covers all business dealings;
zero-tolerance of tax fraud and the
facilitation of tax fraud and transactions
IMI plc Annual Report 2023
84

Competition law
We compete hard but fairly and ensure
compliance with applicable competition
and antitrust laws. The effectiveness of our
processes is overseen by the Board and
the Executive Committee. During 2023,
we carried out compliance reviews of key
business areas and began enhancing our
Competition Law Manual, which will be
completed and launched in early 2024.
Privacy and data protection
We refreshed our Group-wide Global Data
Protection and Personal Data Handling
SOP and supporting guidance in 2023.
Wehave also developed toolkits to
support compliance across the Group
and“train the trainer” sessions have been
held for key teams involved in policy
andguidance implementation.
We regularly review and test security
measures. Appropriate and robust clauses
are included in contracts with third parties
where personal data will be disclosed
ortransferred. The effectiveness of our
processes is overseen by the Board and
the Executive Committee.
Tax transparency
Our Group Tax Policy is approved by the
Board, which reviews the effectiveness of
related processes with the support of the
Audit Committee. Full details can be found
in Note 9 of this Report on page 210.
Supplier management
andhumanrights
We are committed to conducting business
ethically and in line with all relevant
legislation and promoting human rights.
We maintain a number of HR and supplier
management policies, We are committed
to conducting business ethically and in line
with all relevant legislation and promoting
human rights. We maintain anumber of HR
and supplier management policies, and are
working to update theseso that they are
consistent with theCore Conventions of
the International Labour Organisation.
Our Supply Chain Code of Conduct (Supply
Chain Code) sets out our expectation that
our business partners, suppliers, contractors
and those in our supply chains align with our
commitment to human rights regarding
human rights violations, including forced/
involuntary labour or modern slavery.
Our Modern Slavery Act Statement details
the steps taken to tackle modern slavery
and human trafficking and is approved by
the Board. Both our Supply Chain Code
and our Modern Slavery Act Statement
areon ourwebsite.
Training on modern slavery and human
trafficking is available to all employees
andis mandatory for employees who have
direct interaction with our supply chain.
Modern slavery and human trafficking
issues were covered in both the Code
online training module completed by
desk-based employees and the site-based
version for non-desk-based employees
across IMI in 2023.
Our Responsible Minerals Sourcing SOP
confirms our commitment to the sourcing
of minerals in an ethical and sustainable
manner to ensure that tin, tungsten,
tantalum, gold and cobalt are sourced
with respect for human rights.
Supplier engagement is key to ensuring
asustainable supply chain in the future.
We have partnered with Assent
TM
to
investigate suppliers for risk exposure
andProduct Compliance. For more
information see page 68.
Code of Conduct
training
Following the relaunch of our revised
Code in December 2022, our people
completed compulsory Code training
to ensure they understand our
expectations and are clear about
howto raise any ethical concerns or
dilemmas. It covers a range of issued
including anti-bribery and anti-
corruption and is available in thirteen
languages. We developed two versions
of our training: online training for
desk-based colleagues and site-based
training for desk-free colleagues
working in our manufacturing sites.
85
Strategic Report
Corporate Governance
Financial Statements

Non-financial and sustainability
information statement
Creating a better world continued
This statement is made in compliance with sections 414CB of the Companies Act 2006 (Companies Act) and is
intended to provide an understanding ofour position on key non-financial matters. Other information to support
this statement can be found in the:
Description of our business model on pages 14 and 15
Non-financial KPIs on pages 28
Stakeholder engagement information on pages 38 to 41
Our sustainability reporting on pages 44 to 60 and 82 to 85
Task Force on Climate-related Financial Disclosures on pages 61 to 81
Principal risks and uncertainties on pages 91 to 99
Going concern and viability statements on page 100 and 101
As a premium listed business with over 500 staff and £500m revenue, we are required to provide TCFD aligned
disclosures and to provide Climate-related Financial Disclosures (CFD) in accordance with the Companies Act.
Onpages 61 to 81, we have continued to provide disclosures aligned to the TCFD recommendations and
recommended disclosures. These disclosures also meet the mandatory CFD requirements and form part
ofthisnon-financial and sustainability information statement.
IMI plc Annual Report 2023
86

Reporting requirement Relevant policies and documents
Principal risks relating
tothese matters
(pages 91 to 99)
Further information
onthe outcome
ofthese policies
Environmental matters
HSE Excellence Framework programme and
Group HSE Policy
Code of Conduct*
Natural phenomena
&climate change
Ethics, compliance
&governance
Task Force on
Climate-related
Financial Disclosures
on pages 61 to 81
Employees
Code of Conduct*
Inclusion and Diversity policy*
Global Speaking Up policy
Gender and ethnicity pay report*
HSE Excellence Framework programme and
Group HSE Policy
Global Menopause Policy
Talent & culture
Ethics, compliance
&governance
Empowering people
section on pages 48
to 51 and responsible
business section on
pages 82 to 85
Social matters
Supply Chain Code of Conduct*
Group HSE Policy
Code of Conduct*
Product failure &
non-compliance
Ethics, compliance
&governance
Failure to manage
thesupply chain
Talent & culture
Our sustainability
reporting on pages
44 to 60 and
responsible business
section on pages 82
to 85
Respect for
humanrights
Code of Conduct*
Modern Slavery and Human Trafficking
Statement*
Supply Chain Code of Conduct*
Global Speaking Up policy
IMI Germany Holding B.V. & Co. KG Supply Chain
Due Diligence Act Policy Statement*
Ethics, compliance
&governance
Failure to manage
thesupply chain
Our sustainability
reporting on pages
44 to 60 and
responsible business
section on pages 82
to 85
Anti-bribery and
anti-corruption matters
Global Speaking Up policy
Corporate Tax Strategy*
Supply Chain Code of Conduct*
Our Code of Conduct* includes our policy on:
(1) No bribery and corruption
(2) No facilitation payments
(3) No political donations
(4) No anti-competitive conduct
(5) Use of appropriate charitable donations,
gifts,hospitality and entertainment
(6) Know your customer checks
(7) Dealing with third parties
(8) Managing conflicts of interest
(9) Insider dealing and confidential information
(10) Non-facilitation or tolerance of tax evasion
(11) Compliance with export controls & sanctions
(12) Doing the right thing and speaking up
(13) Fraud detection and investigation
Ethics, compliance
&governance
Responsible business
section on pages 82
to85
* These policies are published on www.imiplc.com. All other policies listed are available to employees via the Group internal communications platform.
87
Strategic Report
Corporate Governance
Financial Statements

Risk management
How we manage risk
Our risk management processes are
embedded throughout our businesses
andare designed to identify, evaluate and
manage the risks, including emerging risks,
which could impact our performance,
reputation and ability to execute our
strategy successfully. Our framework is
embedded Group-wide so we can pursue
opportunities without exposing the Group
to unexpected or excessive levels of risk
toenable sustainable, profitable growth.
We remain alert to both the internal and
external environments, evaluating any
exposures or developments that require
further investigation and action.
Our risk management process forms a
core element of our strategy reviews and
monthly operational meetings. It utilises
allthree lines of defence, providing
guidance on the identification, evaluation
and management of risks that could
impact our performance and our ability
toimplement our strategy. With each line
of defence having a purpose, once
combined, they help us provide
confidence to the Board and ultimately
our shareholders thatwe have adequate
mitigating controls and processes in place.
First line – risk ownership and management.
This is provided by Management and staff at
the operating sites and platforms who are
responsible for identifying and managing
risks as part of their accountability for
achieving IMI’s objectives. This includes
applying the IMIvalues, policies and
procedures and internal controls.
Second line – monitoring and compliance.
This is the oversight, review and challenge
provided by platform, functional and
IMIGroup Management (including the IMI
Executive Committee and Board). This
provides the policies, frameworks, tools
and support toenable risk and compliance
to be managed by the first line.
Third line – independent assurance.
Thisisprimarily provided by the Group
Assurance function. Sitting outside of
therisk management and operational
processes, its main role is to review and
report on the effectiveness of the first
twolines of defence in managing the risks
to IMI. It also includes an element of the
platform audit team’s work, carried out
under the oversight of Group Assurance.
Our Governance Framework
We operate a ‘top-down, bottom-up’
approach that allows the Board, the IMI
Executive and Platform Executive teams
toassess risks and monitor the measures
used to mitigate, transfer, or avoid such
risks. It also ensures that risks are identified
and managed at multiple levels and that
key information is communicated across
theGroup.
For more information on the role and
responsibility of the Board and its
Committees, please refer to pages 112 to
113 ofthe Corporate Governance Report.
Risk activities in 2023
Our main areas of risk focus in 2023 have
been driving a safety-first culture,
updating our assessment of climate-
related risks and opportunities, as well as
engaging with our supply chain to
enhance ESG-related reporting and ensure
compliance. In addition, during the year:
– We have continued to monitor
changesin geopolitics
– There has been focus on artificial
intelligence, resulting in its elevation
from an emerging to a principal risk
– We continued to pay close attention
tothe impact of inflation, hedging
andpassing on changes in the cost of
raw materials, whilst supporting those
employees impacted the most by
costof living increases (see page 136).
– We launched compulsory training
onour Code of Conduct
In addition to driving profitable,
sustainable growth in better world
markets, we expect these to remain
ourkey areas of focus in 2024 aswe:
– maintain a safety-first and
wellbeing-focused workplace
– collaborate with our supply chain
tomeet evolving sustainability
andcompliance requirements
Risk management
Our Governance Framework
Board
Overall responsibility for
setting culture, approving
thestrategy and ensuring the
effectiveness of the Group’s
riskmanagement and internal
control frameworks. This
includes evaluating principal
risks, tracking emerging risks
andapproving risk appetite
– the nature and extent
ofrisks the Group may
undertake when pursuing
long-term strategic
objectives. Oversight
andmonitoring occurs
directly atthe Board or
inCommittees, through
governance processes
including strategy reviews
and executive reporting,
inaddition to deep dives
intofocused areas of risk.
More information on the role
of the Board can be found
onpage 112 of the Corporate
Governance report.
IMI plc Annual Report 2023
88

Our Governance Framework
Audit Committee
Reviews the effectiveness of the Group’s risk and internal control frameworks for financial risks, receiving reports from our external auditor
and our internal, independent Group Assurance teams. Please see the Audit Committee Report from page 130 for more information.
IMI Executive Committee
Supporting the Chief Executive Officer, who has overall responsibility for establishing risk management and internal control systems and
ensuring that risks are appropriately managed. The Executive Committee receives reports on and evaluates business risk profiles,
communicates risk appetite and assesses emerging risks. Responsibility for the development of the Group risk management framework
now sits with the newly created role of the Chief Legal & Risk Officer, Company Secretary. More information about the IMI Executive
Committee can be found on page 109-111 and 113.
Group Functions
Responsible for setting appropriate functional risk management policies and controls at the Group and supporting the Platforms in their
implementation of these policies to ensure that risk appetite is understood and risks are appropriately managed.
Platform Executive Teams
Responsible for day-to-day management of risks in the sectors and businesses whilst pursuing Platform strategic objectives (including
risk identification, mitigation, reporting, operating in line with risk appetite and horizon scanning for emerging risks), as well as ensuring
that there is compliance with Group policies and standards throughout their Platform, supported by the Platform Risk Champions and
assurance teams.
Sector Leaders
Responsible for day-to-day identification and management of risks within the sector, ensuring that business activities are conducted
inaccordance with Group and Platform policies andstandards.
Site Leaders
Responsible for day-to-day identification and management of risks at their site, ensuring that business activities are conducted
inaccordance with Group and Platform policies and standards.
89
Strategic Report
Corporate Governance
Financial Statements

Risk management continued
Risk appetite
Our risk appetite statements seek to explain the level of risk that we are willing to take or tolerate to achieve our strategic objectives,
andhow we balance commercial performance with managing our business in a sustainable and compliant manner. During the year,
wehave used six categories of risk appetite statements, which we have applied to our principal risks as shown in the tables below:
Very prudent No/very low tolerance to risk, regardless of the cost of the required controls
Prudent
A low-risk approach via sufficient and proportional controls and mitigation, in the knowledge
thatthis will limit any potential reward
Balanced
Applied in circumstances where there is a high change of success; equal consideration is given
tothe achievement of strategic objectives and potential negative risk impact
Risk reduction not carried out in
instances of disproportional cost
Elevated levels of risk accepted in the case of opportunities that offer improved returns
Receptive
Elevated levels of risk accepted in the case of opportunities that offer improved returns
Very receptive
High levels of risk accepted in the case of unproven or new projects that offer significant returns
orgrowth potential
In December 2023, the Board approved a revised risk appetite framework to take effect for the financial year 2024. One unused risk
appetite description (risk reduction) has been removed and principal risks have been assigned new risk appetites, in line with the five
categories shown below:
Very low No/very low appetite for risk, and will seek to avoid exposure and uncertainty, knowing that this
willincur cost
Low
Low appetite for risk, and will seek to minimise our exposure and uncertainty, knowing that this
willlimit any potential return
Medium
Open to a moderate level of risk and will seek to limit our exposure and incur an appropriate level
of cost for opportunities that offer a high chance of success and an acceptable level of return
High
Open to a higher level of risk for opportunities that offer a high chance of success and a higher
level of return but will not incur risk reduction costs that are disproportionate
Very high
Looking to take higher levels of risk for opportunities that are uncertain but offer the potential
forahigher level of return
Our 2024 Annual Report will show how these apply to our principal risks. The Board will continue to ensure that risk appetite statements
remain consistent with the Group’s strategy and environment in which we operate, as risk appetite can change with time.
IMI plc Annual Report 2023
90

Emerging risks
We assess emerging risks as part of our risk management review process. Emerging risks are considered throughout the Board cycle,
including during the Board strategy and risk reviews. Below Board level, emerging risks are considered at IMI Executive meetings and
aspart of operational performance reviews of each Platform. The Board and the IMI Executive Committee review the outcome of the
emerging riskassessment. In July 2023, the Board changed the status of the emerging risk of artificial intelligence to become a new
principal risk.
Our assessment has identified emerging risks such as disruption from the emergence of new technologies and social instability. We do
not expect these emerging risks to become future principal risks at this stage; however, we track them to gain a better understanding of
their trajectory and potential impact. We continue to be vigilant and ensure that we have appropriate mitigations in place for the early
identification and quantification of risks. More detail on how our climate-related risks may evolve is contained in our TCFD statement on
pages 61 to 81.
Our principal risks
The principal risks facing the Group are shown in order of priority in the table below. This analysis covers how each risk (net of mitigating
controls) could impact our strategy, our risk appetite to the particular risk and how our assessment has changed during 2023,
andexplains what we are doing to monitor and mitigate each risk area.
Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
1. Global
economic
uncertainty
andpolitical
instability
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Increased
Risk Owner:
IMI CEO
Risk Appetite:
– Market-led
innovation
– Complexity
reduction
– Sustainability
– Lack of organic
growth
– Competitive
markets
– Failure to
manage the
supply chain
– Ethics,
compliance and
governance
The Group operates in diverse
global markets and demand
forourproducts is dependent
oneconomic, geopolitical and
sector-specific environments.
Adownturn in the global or
regional economy, brought on
byeconomic cycles, conflict,
terrorism or political instability,
could impact end-market
demandand, as a result, negatively
impact revenue, profit, trade and
our ability to deliver our strategy.
This risk is increasing due to
conflicts in Ukraine and Gaza,
which threaten global stability and
peace. The economy remains
uncertain and exposed to
geopolitical and financial shocks,
which, in addition to climate
shocks, threaten todisrupt our
business, impact supply chains and
raise prices.
We compile annual strategic plans and
maintain a balanced portfolio
operating across a range of markets,
sectors and geographies, with no
single dependency. We stress-test
these plans and monitor market
dynamics. Wealso have contingency
plans in place to enable changes in
our operational footprint, should
geopolitical changes or other forms
ofdisruption impact our ability
totrade between various countries.
Our platforms nurture strong customer
relationships and apply forecasting
processes to identify early indications
of reduced customer demand, to allow
the proactive and rapid management of
operational output and the supply
chain. We also have action plans for
high-risk suppliers.
Through greater integration ofdata,
Platform Management have ongoing
reviews of order books, milestones
formajor projects and customer credit
ratings. These and other key metrics
arefed back into monthly platform
andIMI Executive Committee meetings.
Key
Net Risk Ratings showing potential Impact and Likelihood Link to Risk Trend
Medium High Very high
Increased
Stable
Decreased
91
Strategic Report
Corporate Governance
Financial Statements

Risk management continued
Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
2. Lack of
organic growth
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Global
economic
uncertainty
andpolitical
instability
– Competitive
markets
– Failure to
manage the
supply chain
– Natural
phenomena
and climate
change
– Failure to invest
in ourdigital
capabilities and
leverage new
technologies
(including
generative
artificial
intelligence)
– Talent and
culture
Failure to develop and
commercialise new products
couldimpact our ability to grow.
Our better world strategy and
increased customer intimacy remain
two key levers for us toaccelerate
profitable organic growth in better
world applications.
This risk has remained stable,
unchanged during the year.
Each sector has a strategic growth
planthat is kept under review.
Opportunities for the Group related
toclimate change are considered
through this process.
Processes are deployed to manage the
innovation pipeline and scale projects,
accelerate and scale applications
engineering and apply a commercial
review to ensure that there is focus on
the best opportunities. We develop
growth opportunities for both the near
and farstrategic horizons.
Both platforms are deploying
moredigital tools to enhance
customer experience.
Improvements have been made to
depth, clarity and access to business
data to support commercial
decision-making and prioritise
growth initiatives.
We focus on attracting, retaining and
developing the right talent to deliver
onour growth ambitions.
IMI plc Annual Report 2023
92

Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
3. Talent and
culture
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
IMI CPO
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Talent and
engagement
– Digital
– Competitive
markets
– Lack of organic
growth
– Ethics,
compliance and
governance
The inability to attract or retain a
diverse set of employees with the
required set of skills and experience
in the desired location and maintain
a positive, inclusive culture.
Talent risk has been renamed and
rescoped, reflecting the importance
of culture as a strategic lever.
Itremains high, due to the pressure
to retain key talent, ongoing wage
inflation and a potential scarcity
inthe desired skills for the type
oftalent IMI seeks.
Our engagement score can be
found on page 46. More detail on
engagement, talent development
and culture canbe found on
page49.
Employee engagement continues
tobea key part of the HR strategy,
throughWorkplace (our internal
communications platform), the IMI
WayDay, our Global Employee
Assistance Programme, our graduate
and early careers programmes,
leadership training and the annual
OneBig Voice survey. All our sites
develop action plans to target areas
forimprovement.
The risk is regularly and proactively
assessed by HR Business Partners
whoreview regretted turnover, exit
interviews, the percentage of
vacancies filled internally, performance
objectives, talent reviews and
succession plans. External consultants
are used to ensurethe appropriateness
and competitiveness ofremuneration.
We have a Global Wellbeing
Framework inplace.
We enhanced our robust recruitment
processes through the implementation
ofasystem to promote diversity.
The Nomination Committee reviews
ourGroup inclusion and diversity
dashboard, aswell as succession
anddevelopment plans for the
IMIExecutive Committee.
Key
Net Risk Ratings showing potential Impact and Likelihood Link to Risk Trend
Medium High Very high
Increased
Stable
Decreased
93
Strategic Report
Corporate Governance
Financial Statements

Risk management continued
Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
4. Cyber
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
IMI CFO
Risk Appetite:
– Customer
satisfaction
– Talent and
engagement
– Digital
– Ethics,
governance and
compliance
– Failure to invest
in ourdigital
capabilities and
leverage new
technologies
(including
generative
artificial
intelligence)
– Lack of organic
growth
– Failure to
manage the
supply chain
– Competitive
markets
Unapproved access to our IT
systems could cause business
disruption, affect our future trading
position and cause reputational
damage and financial loss, due to
the inability to access our systems
or data, loss or misuse of
confidential information, intellectual
property orpersonal data.
We continue to enhance our
capabilities to detect, block
andremediate threats. Like most
companies, we see an increase
inthe volume and complexity
ofthreats so we maintain this
riskas high.
We were made aware by a file
sharing vendor of a zero day cyber
incident involving their platform on
31 May 2023. A small number of IMI
Precision data files were affected
and the impact was low. Our
response plan was immediately
implemented and we engaged with
relevant stakeholders.
We have a well-developed multi-
layered IT security strategy that is
reviewed regularly, and a formal
update is given to the Board annually.
We have a suite of IT policies and
procedures for our people to follow.
Our sites confirm their compliance
with these policies and the
effectiveness of our IT controls
through the internal control
declaration process.
We continue to implement
improvements to our IT infrastructure
tokeep abreast of new threats,
whichinform future security
investmentplanning.
We operate a security oversight/approval
process, regularly test our disaster
recovery plans, maintain robust backups
throughout the Group and retain the
support of specialist consultants/service
providers as required.
Cyber incident management and
communication plans are ready for
deployment in the event of an attack.
5. Competitive
markets
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Complexity
reduction
– Talent and
engagement
– Global
economic
uncertainty
andpolitical
instability
– Lack of organic
growth
– Failure to invest
in ourdigital
capabilities and
leverage new
technologies
(including
generative
artificial
intelligence)
– Ethics,
compliance and
governance
Competition in our core markets
from both existing and new
competitors could create strong
pricing pressures, potentially
resulting in lost sales and reduced
profits and a failure togrow.
Although all our sector businesses
operate in attractive end markets,
some product offerings will
facedeclines in the medium
tolong term.
We maintain this risk as high.
We maintain excellent customer
relationships through account
management and customerexperience.
We compile annual strategic plans
andmaintain a balanced portfolio
operating across a range of markets,
sectors and geographies, with no
singledependency.
We have an M&A strategy that focuses
on extending our business further into
attractive markets, inestablished and
adjacent sectors with a strong link to
our better world strategy.
We maintain strong brands and
defendour trademarks and brands, and
continue todevelop our market-leading
applications engineering expertise.
Our Value Today initiatives aim to
maintain oreven strengthen our
competitive position through
innovative solutions from Growth Hub,
continuous process improvement and
growth intheaftermarket.
IMI plc Annual Report 2023
94

Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
6. Failure to
manage the
supply chain
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Decreased
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Complexity
reduction
– Sustainability
– Global
economic
uncertainty and
political
instability
– Lack of organic
growth
– Natural
phenomena
and climate
change
– Ethics,
compliance and
governance
Failure to maintain a robust supplier
and supply chain network could
materially impact our ability to
grow our business profitably, meet
our sustainability commitments
andmaintain our strong reputation
and relationship with customers.
This risk has reduced in the year.
While supply chain risks remain in
certain areas, overall, there has
been an easing of pressure. We
have also continued to optimise
our supplier base.
Our procurement strategy is to
balance the cost, quality and proximity
of sustainable suppliers to production
andcustomers in an optimal way.
Thereis close management for
high-risk suppliers andincreasing
dual-sourcing options.
Platform procurement teams perform
thorough reviews of our supplier base,
qualify new materials, sign framework
agreements where necessary, and
create safety inventory where needed.
We work with a compliance service
provider to check the regulatory
compliance of our suppliers.
More detail can be found on page 54.
Leadership teams also hold regular
supply chain review meetings,
deploying escalation meetings with
key suppliers where needed.
Platform procurement teams assess
specific Supply Chain Code of Conduct
risks and audit high-risk suppliers.
7. Natural
phenomena &
climatechange
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
IMI CEO
Risk Appetite:
– Customer
satisfaction
– Sustainability
– Global
economic
uncertainty
&political
instability
– Lack of organic
growth
– Failure to
manage the
supply chain
There is a risk to life or disruption to
production caused by pandemics,
fires, floods, extreme weather
events and climate change.
We have rescoped and renamed
this risk to include the failure to
adapt to the physical risks from
climate change.
This risk has remained stable
duringthe year.
More information about our
assessment of our climate related
risks and opportunities is contained
in the TCFD statement on pages 61
to 81.
Management teams continue to
review emergency response and
business continuity plans to bolster
the operational resilience of our sites.
Where practical, we maintain
product-sourcing capabilities across
multiple sitesto reduce the risk of
delivery failure to customers.
We have 24/7 access to health
andsecurity services, should a major
incident occur.
We remain focused on ensuring that
we have climate-change factors built
into our decision-making processes.
Key
Net Risk Ratings showing potential Impact and Likelihood Link to Risk Trend
Medium High Very high
Increased
Stable
Decreased
95
Strategic Report
Corporate Governance
Financial Statements

Risk management continued
Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
8. Failure to
deliver major
transformational
projects on time
and within
budget
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Platform CEO
Risk Appetite:
– Customer
satisfaction
– Complexity
reduction
– Sustainability
– Talent and
engagement
– Lack of organic
growth
– Failure to
manage the
supply chain
– Competitive
markets
Failure to deliver major
transformation projects (including
IT) on time and within budget
could have an adverse revenue
and profitimpact onthe Group.
The Group is concluding its
complexity reduction programme
in 2024, but will continue to
execute transformational projects
when required.
We operate robust and proven
processes to manage and monitor
thedelivery of major projects and
business cases.
Project management and governance
processes underpin all major IT projects,
including ERP system roll-outs.
Upon completion of a significant
project, weundertake a post-
investment appraisal toidentify
areasforimprovement.
IMI plc Annual Report 2023
96

Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
9. Ethics,
compliance
and
governance
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Chief Legal & Risk
Officer and
Company
Secretary
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Complexity
reduction
– Sustainability
– Talent and
engagement
– Digital
– Global
economic
uncertainty
andpolitical
instability
– Failure to
manage the
supply chain
– Talent and
culture
– Product failure
and non-
compliance
– Health and
Safety
A material breach of law or
regulation in relation to major laws
such as anti-bribery, anti-
corruption, competition law, data
privacy, export controls, sanctions,
or tax could result in financial and
reputational damage. The markets
in which IMI operates make the
riskof regulatory breach an area
offocus.
We conduct business through
agents in Automation and operate a
detailed process to ensure agents
comply with our high standards of
business conduct.
This risk has remained stable during
the year but has shifted in response
to an increased data and privacy
compliance burden from new
andevolving data privacy laws,
aswell as the increasing number
oftrade controls.
IMI has a Code of Conduct and
supporting standard operating
procedures, as well as guidance,
which set out the Group’s standards
from alegal, compliance and
governance perspective. Each
platform assesses itsown compliance
risk and formulates and executes an
annual compliance plan, with results
reported to Group ona regular basis.
This is in addition tocertifications of
compliance providedthrough the
internal control declaration process.
Know Your Customer checks,
enhanced due diligence on third
parties, and checks to ensure
compliance with trade controls and
sanctions are the subject of standard
operating procedures andare carried
out by the Platforms using Group-
wide software. We continue
toenhance the Group’s data privacy
framework in response to new and
evolving laws.
A Legal and Compliance training
programme is in place across the
Group. Code of Conduct training
wasgiven to all employees in the year.
We operate a confidential,
independent IMI Hotline for the
reporting of concerns. Reports are
investigated thoroughly and,where
required, action is taken to resolve
issues. The Group’s Ethics and
Compliance Committee meets
monthly and reviews all hotline
reports, alongside any external
complaints or internal referrals of
serious accusations of breaches of the
Code of Conduct. In2023, the
Committee reviewed 52 cases,
compared to 32 cases in2022.
Material legal and compliance issues, as
well as details of concerns raised via the
IMI Hotline, are reported to the Board.
Key
Net Risk Ratings showing potential Impact and Likelihood Link to Risk Trend
Medium High Very high
Increased
Stable
Decreased
97
Strategic Report
Corporate Governance
Financial Statements

Risk management continued
Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
10. Product
failure and
non-
compliance
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Sustainability
– Digital
– Lack of organic
growth
– Failure to
manage the
supply chain
– Natural
phenomena
and climate
change
– Ethics,
compliance and
governance
– Health and
safety
A failure or underperformance
ofone of our products could
resultin injury, death, property
damage, non-compliance with
product regulations or customer
dissatisfaction. Thiscould
resultinfinancial loss and
reputational damage.
This risk has remained stable
duringthe year.
Our Quality Management systems,
quality operating policies, product
quality plans and escalation
processesallow us to meet product
quality requirements.
We have well-embedded process
control, continuous improvement
programmes, and Advanced Product
Quality Planning processes. Our most
critical projects include extensive
testing of the finished product and
customer sign-off.
We have a detailed mapping of our
engineering resources across our
customers and geographies. Elements
ofour product quality, compliance
andquality management systems
areaudited by external third parties.
Should significant issues occur,
aprocess that includes full root cause
analysis, the creation of action plans
and a lessons learnt debrief is put
intoaction.
11. Failure
tointegrate
acquisitions
successfully
and deliver
therequired
synergies
Risk Rating:
Impact:
Likelihood:
Risk Trend:
Stable
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Complexity
reduction
– Sustainability
– Talent and
engagement
– Competitive
markets
– Lack of organic
growth
– Global
economic
uncertainty and
political
instability
– Ethics,
compliance and
governance
– Talent and
culture
Failure to integrate acquisitions
successfully and deliver the
business case could result in
broader business disruption, lower
revenue and profit performance
and compliance failures. This
could erode shareholder
confidence and adversely impact
our reputation.
This risk has remained stable
duringthe year.
Our robust due diligence processes
pre-acquisition enable us to identify
synergies and build a strong
businesscase.
We track all these acquisitions to
ensurethat they deliver value through
the planned synergies and that IMI
provides ongoing support and training
for the local management teams.
Monitoring of integration progress
isreported to the Group monthly.
TheBoard receives regular updates
and,with the assistance of the internal
assurance teams, carries out a review
inyear three after each acquisition.
In the year, we formalised our
integration playbook which details the
key topics that will be addressed when
integrating a newly acquired company,
including the establishment of a
steering group to monitor the delivery
of the integration plan.
IMI plc Annual Report 2023
98

Principal Risk Links to strategy
Links to
other risks Description and change in year How we manage the risk
12. Failure
toinvest in
ourdigital
capabilities and
leverage new
technologies
(including
generative
artificial
intelligence)
Risk Rating:
Impact:
Likelihood:
Risk Trend:
NEW
Risk Owner:
Platform CEOs
Risk Appetite:
– Customer
satisfaction
– Market-led
innovation
– Complexity
reduction
– Talent and
engagement
– Digital
– Lack of organic
growth
– Competitive
markets
– Failure to
manage the
supply chain
– Talent and
culture
– Ethics,
compliance and
governance
Failure to invest in our digital
capabilities and leverage new
technologies (including generative
artificial intelligence) may reduce
our ability to maximise future
business opportunities, evolve
ourways of working and may limit
our ability to counter threats from
new or disruptive technologies.
We identified artificial intelligence
as a new principal risk following
theBoard risk review inJuly, given
the fast-developing technology
inthis area.
Enhancing our digital capabilities is
akey strategic enabler for us. It helps
usto drive customer intimacy, reduce
complexity and improve the quality
ofour data.
We have developed a secure, private
sitefor IMI employees to access a
generative AI tool, which is already
helping to accelerate strategic initiatives
and improve operational efficiency.
We are expanding our digitally enabled
product offering across the business,
opening up new growth opportunities.
We are advancing our internal CRM
andbusiness analytics tools,
providing more data intelligence
fortargeting improvements.
We continue to enhance our IT security
anddata governance frameworks to
ensure that we deploy new
technologies safely and ethically.
Key
Net Risk Ratings showing potential Impact and Likelihood Link to Risk Trend
Medium High Very high
Increased
Stable
Decreased
99
Strategic Report
Corporate Governance
Financial Statements

The directors have assessed the viability
ofthe Group over a five-year period,
taking into account the Group’s financial
and trading position as summarised in
thisAnnual Report, the principal risks and
uncertainties set out on pages 91 to 99,
the Group’s going concern assessment set
out on page 101 and the five-year business
plan reviewed by the Board in September
2023. Based on this assessment, and other
matters considered and reviewed by the
Board, the directors confirm that they
have a reasonable expectation that the
Company will be able to continue in
operation and meet its liabilities as they
fall due over the period from the date of
this Annual Report to 31 December 2028.
The directors determined that the period
to 31 December 2028 constituted an
appropriate period over which to make its
assessment of viability. Whilst the directors
have no reason to believe the Company
will not be viable over a longer timing
horizon, the five-year period to
31 December 2028 was chosen as it was
aligned with the Company’s business and
strategic planning timing horizon and is
asensible period for such an assessment.
It is believed this period provides readers
of the Annual Report with an appropriately
long-term view with which to assess the
Company’s prospects although future
outcomes cannot be predicted
withcertainty.
The directors carried out a robust
assessment of the principal risks facing
theGroup, considering those that could
threaten its business model, future
performance, solvency or liquidity.
The Board has considered the long-term
prospects of the Company based on the
strategy, markets and business model
asoutlined previously within this Report.
Inthe strategic review of the Group,
theBoard highlights a number of factors
that underpin its long-term prospects
andviability.
These include:
– Purpose-led strategy Breakthrough
engineering for a better world delivering
improved margins and sustainable,
profitable growth
– Well-balanced portfolio, bound by
world class engineering capabilities
thatoffers through-cycle resilience
– Better world purpose aligns the Group
to attractive growth markets, supported
by global macro-trend
– Strong balance sheet offering strategic
flexibility alongside disciplined financial
objectives
– Differentiated environmental profile –
our solutions enable energy efficiency,
sustainability, and safety
The business plan was used to assess
theheadroom on the Company’s facilities
and to model stress tests for ongoing
covenant compliance under scenarios
where its principal risks materialise.
Theanalysis considered both ‘running
business’ risks, such as reducing revenues
and margins, as well as one-off ‘event’
risks such as product recalls.
All principal risks have been individually
and collectively considered in developing
the scenarios below. Whilst the future
performance of the Group could be
impacted by all principal risks, due to
themitigating measures we have in place,
these risks are less likely to threaten the
viability of the business.
The scenarios considered over a five-year
period to 31 December 2028 were
asfollows:
Scenario 1: A modest global
macroeconomic recession in 2024
representing a 5% reduction in revenues.
Link to principal risks: Global economic
and political instability and organic growth.
Scenario 2: A product recall with a one-off
cost of £200m in 2024.
Link to principal risks: Product failure or
non-compliance.
Scenario 3: A severe global
macroeconomic recession in 2024
representing a 16% reduction in revenues.
Link to principal risks: Failure to manage
the supply chain; global economic
uncertainty and political instability; lack
oforganic growth.
Scenario 4: This scenario considers
thecombined impact of scenario 2 and 3,
both a £200m product recall and a
16%reduction inrevenues due to
macroeconomic recession.
Link to principal risks: Product failure or
non-compliance; failure to manage the
supply chain; global economic uncertainty
and political instability, lack of organic
growth.
The analysis considered realistic mitigating
actions based on historic performance,
including reducing working capital,
deferring capital expenditure and reducing
overhead spend and employee costs.
The directors were satisfied that the
scenarios considered did not result in
abreach of loan covenants during the
five-year period.
Viability statement
IMI plc Annual Report 2023
100

The Board considered a reverse stress
testwhich demonstrated that a breach of
covenants would not occur unless there
was an extreme unforeseen event causing
a revenue reduction of greater than 40%
inthe 12 months following approval of the
Annual Report. Mitigating actions
considered for this reverse stress test
include, but are not limited to, reducing
working capital, restricting capital
expenditure, reducing overhead spend
and employee costs and cutting
orsuspending dividend payments to
shareholders. The mitigating actions
donot assume any special governmental
support other than normally available
schemes such as short-term working
incertain countries.
The Board considered the Group’s
liquidity, available banking facilities and
banking covenants, details of which are
included in Note 1 to the financial
statements on page 188. The Board also
considered the Company’s ability to raise
capital in the future, as well as both the
ongoing actions undertaken to prevent
occurrence and the potential actions to
mitigate the impact of any particular risk.
In making its assessment, the Board
recognised the principal risks facing the
Company, including those that would
threaten its business model, future
performance, solvency or liquidity.
Asummary of these risks can be
foundonpages 91 to 99.
The directors’ assessment also recognised
a number of key features of the Group’s
operations. The Group’s wide
geographical and sector diversification,
and the spread of activities across many
production sites, help minimise the risk of
serious business interruption. Furthermore,
our business model is structured so that
the Group is not overly reliant on a few
large customers. Our largest customer
constitutes 2% of Group revenue and our
top 20 customers account for 15% of
Group revenue. In addition, our ability to
flex our cost base reduces our exposure
tosudden adverse economic conditions.
After making enquiries, the directors
havea reasonable expectation that the
Company and the Group have adequate
resources to continue in operational
existence for the foreseeable future and
for a period of at least twelve months
following the approval of the Annual
Report on 29 February 2024. Accordingly,
theycontinue to adopt the going concern
basis in preparing the financial statements.
Further details are included within Note 1
to the financial statements.
Going concern
Approved by order of the Board
Roy Twite
Chief Executive Officer
29 February 2024
Daniel Shook
Chief Financial Officer
29 February 2024
101
Strategic Report
Corporate Governance
Financial Statements

A
B
A
C
B
A
B
A
B
Governance at a glance
Corporate Governance
Board highlights
– We adopted our new sector-focused business structure
– Our new values, which better reflect our business,
wereapproved
– We continued to develop our ESG agenda and submitted
ourSBTi plan for validation
– Jackie Callaway joined the Board in July
– The Board visited our Adaptas site in Massachusetts, USA
– Our external performance review confirmed that the Board
andits Committees continue to operate effectively
Section Page
Chair’s Governance Letter 104
Board of Directors and Executive Committee 106
Corporate Governance Report 112
Nomination Committee Report 123
Audit Committee Report 130
Remuneration Committee Report 136
Directors’ Remuneration Policy Report 138
Directors’ Report 168
Board composition
A
Executive 2
B
Independent non-executive 6*
A
Male 5
B
Female 4
A
50–55 2
B
56-59 3
C
60+ 4
A
British-born 4
B
Other 5
A
White 8
B
Asian 1
A
B
Executive/
Independent
non-executive
* Under the 2018 Code, the Chair is excluded
when considering the independent
non-executive composition of the Board.
Gender
AgeNationality
Ethnicity
IMI plc Annual Report 2023
102

Key skills and experience
Number of directors
Director of other FTSE
companies
Strategy
M&A
Experience in international
operations/emerging markets
Finance and accounting
Manufacturing and
engineering
Risk management
andcompliance
ESG and climate change
Digital transformation, including
AI adoption and technology
Reward and recognition
Experienced Some experience
Little/no experience
Skills and experience key
2018 UK Corporate Governance Code
The Company has complied in full with all provisions of the 2018 UK Corporate Governance Code during the year ended
31 December2023. The Financial Reporting Council (FRC) is responsible for the publication and periodic review of the UK
Corporate Governance Code, which can be found on the FRC website: www.frc.org.uk.
Section Read more
Board leadership and Company purpose
An effective Board which promotes
thelong-term sustainable success
oftheCompany
14, 15, 42-43,
106-122
Culture aligned to purpose,
valuesandstrategy
4, 5, 10,
118-122
Resources and controls necessary to meet
objectives and measure performance
28, 29, 88-99,
112-117
Shareholder and stakeholder engagement
38-43, 104,
105, 119, 120
Workforce policies and practices, including
procedures for raising concerns
48-51, 82-87,
119, 136, 137
Division of responsibilities
Roles and responsibilities
112-115, 122,
130, 146
Time commitments and conflicts of interest 115, 124
Independence 102, 115
Section Read more
Composition, succession and evaluation
Tenure, succession planning
andappointments
10, 104, 111, 113,
120, 123-129
Inclusion and Diversity 50, 51, 124-126
Skills, experience and knowledge 103, 106-108
Director, Board and Committee evaluation 121,122,129,135,167
Audit, risk and internal control
Independence and effectiveness
oftheinternal and external audit
112, 134, 135
Fair, balanced and understandable
assessment
130-135, 172
Principal and emerging risks,
riskmanagement framework
andsystemofinternal controls
88-99, 116,
117, 130-135
Remuneration
Aligned remuneration 146-167
Remuneration policy and its application 136-167
Independent judgement and discretion 137, 140-142
103
Strategic Report
Corporate Governance
Financial Statements

Chair’s Governance Letter
It has been an honour and a
privilege to serve as Chair for the past
nine years. We have made significant
strategic progress during this period
and I am confident that the Group is
well placed to continue creating value
for all of our stakeholders.
Lord Smith of Kelvin, Chair
Dear Shareholder
On behalf of the Board, I am pleased
topresent the company’s Corporate
Governance Report for the financial
yearended 31 December 2023.
Board composition
In 2023 and up to the publication of
thisreport, we have announced several
changes to the Board. As announced
on30 January 2024, in order to ensure
anorderly succession, my appointment
asChair has been extended to the end
of2024. It has been a privilege to work
with so many talented colleagues at
IMIfor the last nine years and to see the
Group make significant progress in this
time. Jamie Pike will join IMI as Chair of
the Board and Nomination Committee,
with effect from 1 January 2025. Jamie
brings a wealth oflisted board experience
and a deep understanding of engineering,
international business and strategy. I am
confident that IMI will be in good hands
with Jamie as my successor. Details of
therecruitment process can be found on
page 128.
In July 2023, we welcomed Jackie
Callaway to the Board as a non-executive
director and a member of the Nomination
and Audit Committees. Jackie brings
extensive experience from over 30 years
of working in finance across multinational
manufacturing and supply chain
businesses. She is currently the Chief
FinancialOfficer of Coats Group plc.
Following nine years tenure, Isobel Sharp
willretire from the Board and her role
asAudit Committee Chair on 31 August
2024. I would like to thank Isobel for her
outstanding contribution and support to
IMI and the Board throughout her tenure.
Jackie will be appointed Audit Committee
Chairfrom 1 September 2024.Further
information on the induction process for
Jackie can be foundon page 127.
The Nomination Committee will continue
to monitor the Board’s composition, to
ensure that we maintain the range of skill
sets and diversity needed to support the
Company’s strategy and complement
oursuccession planning.
Our people
Last year, we reported efforts to accelerate
plans for employees to be paid at least in
line with living wage indices. I am pleased
to confirm that in 2023, all IMI global
employees are now paid a living wage.
Aspart of our drive to make IMI a more
inclusive and supportive organisation,
wehave also reviewed and updated our
global parental leave policies in the year.
Further details on our workforce policies
and rewards can be found in the
Remuneration Committee report.
Stakeholder engagement
I am pleased to report that the Board has
been able to engage with a range of
stakeholders during the year. I enjoyed
meeting shareholders at our 2023 AGM and
continue to be available to shareholders.
Building strong and positive relationships
with our key stakeholders is critical to
fulfilling IMI’s purpose, delivering our better
world strategy and achieving long-term
sustainable success. Pages 38 to 43 and
119 to 120 set out our engagement with
IMI plc Annual Report 2023
104

stakeholders in the year. Site visits are a
good opportunity for the Board to see our
culture in action and to understand the
integration process for new acquisitions.
The Board visited our Adaptas Solutions
site in Massachusetts, USA following IMI’s
December 2021 acquisition of this leading
life sciences manufacturer. Alongside our
Chief Executive Officer, RoyTwite, I also
visited our factories inChina and South
Korea earlier in the year. Thomas Thune
Andersen is the Company’s non-executive
director with designated responsibility for
employee engagement. A summary of the
activities undertaken byThomas in this
role can be found on page 119. Our
employee engagement activities during
the year have supported the strategic
priorities for employee engagement
identified in the 2022 OneBig Voice
survey. The non-executive directors held
three employee engagement sessions in
2023, enabling different groups of
employees to share their feedback
withthe Board without the Executives
being present. More information can be
found on page 119.
ESG
Sustainability highlights for 2023 include
submitting our near-term and net zero
targets to the Science Based Targets
initiative for validation and agreeing our
first sustainability-linked revolving credit
facility in June 2023. Further information
on our SBTi submission can be found on
page 43. We have conducted a detailed
assessment of our climate-related
opportunities and risks and are pleased to
report that we are consistent with all
eleven of the Task Force on Climate-
related Financial Disclosures (TCFD)
recommendations. We have alsomade
progress in understanding the
sustainability performance of our products
and continue to use life cycle assessments
and environmental product declarations
to aid us in this area. Further details are
available in our Sustainability Report on
pages 44 to 85.
Board effectiveness
We engaged EquityCulture Ltd to carry
outan external performance review of
theBoard and its Committees in 2023.
Iam pleased to report that the review
confirmed the effectiveness of the
individual directors, the Committees and
the Board as a whole. The review process
and agreed areasof focus for 2024 can
befound onpage 121 to 122 and in each
Committee report.
AGM
This year, shareholders will once again
beable to join us at our in-person AGM
on9 May 2024. Details will be included in
our AGM notice, which is available on our
website. Shareholders are always welcome
to put their questions or feedback to us,
either via our website (www.imiplc.com),
via email (info@imiplc.com) or in person
atour AGM.
Priorities for 2024
Preparing for the transition of the Audit
Committee Chair and Chair of the Board
will be key priorities for the Board in
2024.We will also continue to consider
opportunities to increase diversity, taking
into account diversity targets set by the
FTSE Women Leaders Review and the
Financial Conduct Authority’s Listing
Rules. The Board will keep the Group’s
strategy under review and monitor
howour evolved values are embedded
throughout our business to deliver
long-term sustainable growth for the
benefit of our stakeholders.
Lord Smith of Kelvin
Chair
29 February 2024
105
Strategic Report
Corporate Governance
Financial Statements

Leading
withpurpose
Board of Directors
Lord Smith of Kelvin
Chair
Nationality
British
Age as at
31 December
2023
79
Appointment
date
2015
Expertise
– Significant UK and international
board experience
– Extensive knowledge of both
engineering and manufacturing
– Strong track record in private equity,
mergers and acquisitions
– Specialist capability in finance
Key external appointments
None
Specific contribution to the
company’s long-term success
Extensive international business, sector
and board level-experience enables
LordSmith of Kelvin’s valuable leadership
of the Board and drives his commitment
to robust corporate governance.
NC
Daniel Shook
Chief Financial Officer
Nationality
American British
Age as at
31 December
2023
56
Appointment
date
2015
Expertise
– Extensive financial management
experience
– Extensive knowledge of complex
processmanufacturing across a
range ofindustrial sectors
– Strong international perspective,
having worked in a number of key
geographies during his time with
two leading global businesses
Key external appointments
None
Specific contribution to the
company’s long-term success
Daniel contributes his considerable global,
financial and business development
experience from large multinational
companies to drive strong financial
leadership and support the growth
oftheGroup.
Roy Twite
Chief Executive
Officer
Nationality
British
Age as at
31 December
2023
56
Appointment
date
2019 as Chief
Executive Officer
and 2007 as
director
Expertise
– Proven organisational and
engineering expertise
– Management capability, having
runall of IMI’s sectors
– Extensive knowledge of end-
markets and customerbase
Key external appointments
Non-executive director of Halma plc*
Specific contribution to the
company’s long-term success
Drawing on his general management
and operational experience, Roy brings
clear strategic leadership, passion for
and a deep understanding of the
engineering sector, the Group’s sectors
and stakeholders to lead and inspire
theGroup.
EC
EC
Key
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
Committee Chair
Member
* Listed company directorship
IMI plc Annual Report 2023
106

Nationality
Danish
Age as at
31 December
2023
68
Appointment
date
2018
Nationality
British
Age as at
31 December
2023
67
Appointment
date
2015
Nationality
Irish
Age as at
31 December
2023
56
Appointment
date
2020
NC
AC
RC
AC
NC
NC
Thomas Thune
Andersen
Senior independent
director,
Non-executive director
responsible for
employee engagement
and ESG matters
Isobel Sharp
Independent non-
executive director
Caroline Dowling
Independent non-
executive director
Expertise
– Experienced international business
leader in sectors including oil,
energy, marine andcritical
infrastructure
– Broad experience as a non-executive
director of various public companies
– Special interest in ESG matters, in
particularcorporate governance
andclimate change issues
Key external appointments
– Chair of Lloyds Register Group
– Chair of Orsted A/S*
– Member of the Danish Committee
forGood Corporate Governance
– Non-executive director of
BWGroupLtd
– Chair of VRK Holdings A/S
Expertise
– Considerable accounting, audit,
governance and transactions
experience, including time as a
member of the UK Accounting
Standards Board and the Reporting
Review Panel
– Worked with many international
businesses on strategy, risk and
sustainability matters
Key external appointments
– Non-executive director and Audit
Committee Chair of Balanced
Commercial Property Trust Limited*
– Independent non-executive
committee member ofBaillie
Gifford& Co
– Member of the International
Advisory Board at Edinburgh
University BusinessSchool
Expertise
– Successful executive career in the
technology sector with an industry-
leading Fortune Global 500 company
with operations in 30 countries
– Senior executive leadership roles
across international operations,
including supporting complex
supply chains
Key external appointments
– Non-executive director of DCC plc*
– Non-executive director of the
Tyndall NationalInstitute
– Non-executive director of CRH plc*
– Director of UNICEF Ireland
Specific contribution to the
company’slong-term success
Thomas brings a wealth of international
business and board-level experience to
hisrole as Senior Independent Director.
He draws on his broad knowledge and
personal interest in sustainability and
culture when performing his designated
employee engagement and ESG activities,
supporting the formulation and delivery
ofour ESG strategy.
Specific contribution to the
company’slong-term success
Isobel contributes her extensive financial
experience and a strong understanding of
the audit, governance, control and
regulatory landscape to chair effectively
the Audit Committee.
Specific contribution to the
company’slong-term success
Caroline brings substantial, global
board-level experience and expertise in
digital, technology and supply chain
management. Her passion for social and
humanitarian matters provides valuable
insight into ESGconsiderations.
Caroline’s experience serving on
remuneration committees enables
hertochair the Remuneration
Committeeeffectively.
107
Strategic Report
Corporate Governance
Financial Statements

Board of Directors continued
Katie Jackson
Independent non-
executive director
Nationality
British
Age as at
31 December
2023
50
Appointment
date
2018
Expertise
– Extensive experience at
internationalexecutive level across
the Energysector
– Excellent corporate finance
experience, including mergers
andacquisitions
Key external appointments
– President, National Grid Ventures
– Chair of POWERful Women
Specific contribution to the
company’s long-term success
Drawing on her broad, international
business and executive experience,
Katieshares valuable insights into strategy,
sustainability, M&A and emerging markets.
She is passionate about improving
diversity and has been the Chair of
POWERful Women, a cross-industry
initiative working to increase the
representation of women at the top of the
UK energy industry, sinceMay 2022.
Jackie Callaway
Independent non-
executive director
Nationality
New Zealander
Age as at
31 December
2023
54
Appointment
date
2023
Expertise
– Qualified accountant, with over
30years of experience working
infinance across multinational
manufacturing and supply
chainbusinesses
– Currently the CFO of Coats Group
plc, the world’s leading industrial
thread and global footwear
component manufacturer, and was
previously the CFO ofDevro plc
Key external appointments
CFO Coats Group plc*
Specific contribution to the
company’s long-term success
Jackie’s strong finance track record
andexperience across multinational
manufacturing and supply chain
businesses make her a valuable addition
tothe Board.
Dr Ajai Puri
Independent
non-executive
director
Nationality
American British
Age as at
31 December
2023
70
Appointment
date
2021
Expertise
– Experienced in
internationalbusiness
– Expert in innovation, science
andtechnology and marketing
– Holds a PhD in Food Science
– Significant experience in research
and development, innovation,
consumer marketing and
generalmanagement
Key external appointments
– Non-executive director of
BritanniaIndustries Limited, India*
– Non-executive director of Olam
International Limited and a member
ofthe Audit, Capital and Investment,
Corporate Responsibility and
SustainabilityCommittee
Specific contribution to the
company’s long-term success
Ajai brings significant global business and
board-level experience, as well as
expertise in driving innovation and
developing newbusiness to support
delivery of the Group’s strategy.
RCNCAC
NCAC
RCNC
Key
NC Nomination Committee
EC Executive Committee
AC Audit Committee
RC Remuneration Committee
Committee Chair
Member
* Listed company directorship
IMI plc Annual Report 2023
108

Executive Committee
Beth Ferreira
CEO Life Technology
Jackie Hu
CEO Automation
Date of
appointment
tothe Executive
Committee
2020
Date of
appointment
tothe Executive
Committee
2019
Biography
Beth Ferreira was appointed CEO, Life
Technology at IMI inJuly 2023, with
responsibility for the Climate Control,
Life Science & Fluid Control, and
Transport sectors. Bethjoined IMI in
2020 as Divisional Managing Director
of IMI Precision Engineering, where
her Customer First transformation
pivoted thebusiness togrowth and
marginimprovement.
Biography
Jackie joined IMI in 2008 as Sales
Director for the company’s Nuclear
division in Asia, before becoming the
President of the Greater China area,
and later President ofthe Asia Pacific
region. He became Divisional
Managing Director for IMI Critical
Engineering in 2019, and has used
hisdeep knowledge and experience
across IMI Critical Engineering’s end
markets to drive growth.
In July 2023, Jackie was appointed
CEO ofthe Automation business,
which includes Process Automation
and Industrial Automation.
Beth brings a wealth of executive
experience in the engineering sector.
Before joining IMI, she held prominent
leadership positions, including multiple
Group President roles at Illinois Tool
Works (ITW), where she oversaw the
Packaging & Consumables, Polymers,
andFluids platforms. She also served
asPresident of Belden’s Industrial
Cablesgroup. Her contributions
extendbeyond IMI, as she currently
servesas a non-executive director
atSKFsince March 2023.
Jackie has a degree in Automation Control
from Beijing University of Aeronautics
andAstronautics, as well as an MBA from
Washington University in St.Louis in the
USA, and is a graduate of both Stanford
University Graduate School of Business
and Harvard Business School.
Liz Rose
Chief People Officer
Date of
appointment
tothe Executive
Committee
2020
Biography
Liz joined IMI as Head of Group
Reward in 2011, establishing global
policies across the Group that
addressed pay, annual and long-term
incentives, employee benefits and
mobility. Liz then joined IMI Critical
Engineering as their Divisional HR
Director in January 2020, a key part
ofthe Management team, leading a
significant change agenda to drive
organic growth.
Her career started in the automotive
industry as a HR generalist, where she
alsodeveloped skills in lean manufacturing
and quality systems. Liz earned her MSc
inInternational HR Management from
Cranfield University and has completed
postgraduate qualifications in human
resources, specialising in both reward
andemployee relations.
109
Strategic Report
Corporate Governance
Financial Statements

Executive Committee continued
Louise Waldek
Chief Legal & Risk
Officer, Company
Secretary
Phil Clifton
President, Climate
Control
Roy Twite
Chief Executive
Officer
Daniel Shook
Chief Financial
Officer
Date of
appointment
tothe Executive
Committee
2021
Date of
appointment
tothe Executive
Committee
2018
Member since
2007
Member since
2015
Biography
Louise Waldek joined IMI in July 2021
as Group General Counsel & Company
Secretary and as a member of the
Executive Committee. Louise is also
the executive sponsor of our better
world team. She is currently a board
member of the General Counsel for
Diversity & Inclusion (GCD&I), an
organisation that promotes greater
diversity, equity and inclusion in the
legalsector.
Biography
Phil Clifton joined IMI and the
Executive Committee in January
2018as Interim Divisional Managing
Director. In November 2018, it was
announced that he would remain
withthe division permanently. Phil has
extensive commercial experience in
the engineering sector. Previously he
wasChief Executive Officer of Signum
Technology, a private equity-backed
specialist engineering group focused
on flow control sectors.
Roy and Daniel’s full biographies
appear on page 106.
In the year, Daniel’s title was changed
from Finance Director to Chief
Financial Officer. There were no
changes to his role or responsibilities.
Prior to joining IMI, Louise was General
Counsel & Company Secretary at Victrex
plc. She has held legal roles in Speedy
Hireplc, United Utilities plc and DLA Piper.
She brings extensive experience in legal,
risk and compliance matters to support
the Group’s growth.
Prior to that, he spent nearly seven years
with The Weir Group plc, where he was
Divisional Managing Director of the
company’s Power & Industrial division
between 2007 and 2011.
Phil announced his retirement in July2023
and subsequently stepped down from the
Executive Committee in January2024.
IMI plc Annual Report 2023
110

Executive Committee
The Executive Committee is chaired bythe Chief Executive Officer and the other
members are shown on pages 109 and 110. Itisthe senior management body for
theGroup and takes its authority from the Chief Executive Officer. It is not a committee
ofthe Board. It is well balanced, experienced and diverse, with 43% of members being
female, as of31 December 2023 (meeting the requirements of the FTSE Women
Leaders Review (formerly the Hampton-Alexander Review)), and is composed of three
nationalities. A description of the Executive Committee’s role can be found on page 113.
A
45 to 50 3
B
51 to 59 3
C
60+ 1
A
British 4
B
American 2
C
Singaporean 1
A
0–5 years 2
B
6–10 years 2
C
11 years+ 3
A
White 6
B
Asian 1
A
Male 4
B
Female 3
A
B
C
Age
A
B
Ethnicity
A
B
Gender
A
B
C
Nationality
A
B
C
Tenure at IMI
111
Strategic Report
Corporate Governance
Financial Statements

Corporate Governance Report
IMI Governance Framework
In accordance with the Code, the
Boardhas delegated certain roles and
responsibilities to its principal Board
Committees. While the Board retains
overall responsibility, the Committees
carry out deep dives into their areas of
responsibility. Committee Chairs report
back to the Board on the matters
discussed, decisions taken, and, where
appropriate, make recommendations
tothe Board on matters requiring its
approval. Minutes of all Committee
meetings are made available to all
directors. Details of the oversight of our
ESG strategy can be found on page 45.
Good corporate governance is vital to the
long-term success of the Company. We
work within our governance structure
which sets out the Schedule of Matters
Reserved for the Board and the Terms of
Reference for each principal Board
Committee. The IMI Governance
Framework also describes
theresponsibilities of key positions on
theBoard and the Company Secretary.
Acomplete copy is located on our
website. We review and update
theframework regularly to reflect
developments in corporate governance
and best corporate practice.
IMI plc Board
Lord Smith of Kelvin (Chair)
A summary of key board activity
in2023 canbe found on pages 116
to117
Membership
Thomas Thune Andersen
Jackie Callaway
Caroline Dowling
Katie Jackson
Dr Ajai Puri
Isobel Sharp
Daniel Shook
Roy Twite
Main responsibilities
– Promoting the long-term success
of the Company for the benefit
ofits shareholders and
contributing to wider society
– Demonstrating ethical leadership,
high standards of behaviour and
overseeing good governance
– Ensuring effective engagement
with and encouraging
participation from shareholders
and key stakeholders
– Setting and monitoring the
Group’s values, purpose and
strategy and ensuring that these
and its culture are aligned
– Ensuring that the necessary
resources are in place for the
Group to meet its objectives
andmeasure performance
againstthem
– Setting a framework of prudent
and effective controls, which
enable risk to be assessed
andmanaged
– Ensuring that workforce policies
and practices are consistent with
the Group’s values and support
itslong-term sustainable success
– Reviewing management
performance and the operating
and financial performance of
theGroup
Audit Committee
Isobel Sharp (Chair)
Audit Committee Report
on page130 to 135
Membership
Thomas Thune Andersen
Jackie Callaway
Dr Ajai Puri
Main responsibilities
– Oversight role in relation
totheintegrity of the
financialstatements
– Reviewing significant areas
ofjudgement and
accountingpolicies
– Reviewing the proposed
statements on going concern
andviability to appear in the
Annual Report
– Advising the Board on whether
the draft Annual Report is fair,
balanced and understandable
– Monitoring announcements in
respect of financial performance
– Monitoring the effectiveness of
internal financial controls
– Reviewing financial risks,
including fraud risk
– Oversight of Group assurance
– Overseeing the external audit
process, its objectivity,
effectiveness and cost,
withresponsibility for setting
theauditfee
– Making recommendations to the
Board for the appointment of the
auditor, including oversight ofany
audit tender process
– Defining and applying the policy
on non-audit services
IMI plc Annual Report 2023
112

Executive Committee
Roy Twite (Chair)
Members of the Executive
Committee areshown on
pages109 to 110. The Executive
Committee diversity profile is
onpage111
Membership
Phil Clifton
Beth Ferreira
Jackie Hu
Liz Rose
Daniel Shook
Louise Waldek
Main responsibilities
– The Executive Committee is the
senior management body for
theGroup, takes its authority
from the Chief Executive Officer
and is not a committee of
theBoard
– The Committee meets monthly
and more often, as may be required
– As part of the broad remit set by
the Chief Executive Officer, it
monitors and manages business
performance, reviews progress
against strategic objectives and
formulates budgets and proposals
on strategy and resource
allocation for consideration
bythe Board
– Plays a key part in risk assessment,
risk management and monitoring
processes and receives regular
reports on ESG matters, human
resources, health and safety,
internal audit, compliance, legal,
investor relations and other
corporate affairs
Nomination Committee
Lord Smith of Kelvin (Chair)
Nomination Committee Report
onpage123 to 129
Membership
Thomas Thune Andersen
Jackie Callaway
Caroline Dowling
Katie Jackson
Dr Ajai Puri
Isobel Sharp
Board and committee composition
– Lead process for
Boardappointments
– Oversight of diverse succession
plans forthe Board and the
Executive Committee
– Inclusion and Diversity policy,
promotion of diversity and
monitoring of progress
Remuneration Committee
Caroline Dowling (Chair)
Remuneration Committee
Report on page136 to 167
Membership
Katie Jackson
Dr Ajai Puri
Main responsibilities
– Define and recommend the
Remuneration Policy for the
Chairand members of the
Executive Committee
– Determine the individual
remuneration packages for the
Chair and members of the
Executive Committee within the
policy approved by shareholders
– Set annual and long-term incentive
metrics and awards anddetermine
the outcomes for the members of
the Executive Committee
– Report on remuneration matters
and constructively engage
withshareholders
– Assess risk in respect of
remuneration and incentive
structures in particular
113
Strategic Report
Corporate Governance
Financial Statements

Corporate Governance Report continued
Senior Independent Director
Thomas Thune Andersen
Main responsibilities
– Acting as a sounding board
forthe Chair
– Leading the evaluation of
theChair
– Ensuring an orderly succession
planning process for the
Chair,working with the
NominationCommittee
Non-executive director with
designated responsibility for
ESGMatters
Thomas Thune Andersen
Main responsibilities
– Developing a balanced view of
ESG-related issues and concerns
– Providing thought leadership and
supporting the better world team
– Sharing ESG-related views
learned in Board meetings
– Ensuring that the Board take
appropriate steps to evaluate
theimpact of proposals and
developments (including internal
and external market views) on
ESG matters and related relevant
stakeholder feedback
Board Chair
Lord Smith of Kelvin
Main responsibilities
– Leading the Board and creating
the conditions for overall
Boardand individual
directoreffectiveness
– Promoting a culture of
opennessand debate
– Setting a board agenda
primarilyfocused on strategy,
performance, value creation,
culture, stakeholders
andaccountability
– Ensuring that the Board has
effective decision-making
processes and applies sufficient
challenge to major proposals
– Ensuring the Directors receive
accurate, timely and clear
information
– Fostering constructive relations
between executive and non-
executive directors based on
trust, mutual respect and
opencommunications
– Encouraging all Board members to
engage in Board and Committee
meetings by drawing on their skills,
experience and knowledge
– Leading the annual performance
review of the Board, with support
from the Senior Independent
Director as appropriate, and
acting on the results
– Ensuring the Board listens to
theviews of shareholders, the
workforce, customers and other
key stakeholders
Non-executive director with
designated responsibility for
Employee Engagement
Thomas Thune Andersen
Main responsibilities
– Developing a balanced view
ofthe issues and concerns
ofemployees
– Sharing employee views
atBoardmeetings
– Ensuring that the Board take
appropriate steps to evaluate
theimpact of proposals and
developments on employees
– Where relevant and appropriate,
providing feedback to employees
on board decisions and direction
during the engagement process
– Soliciting the views of employees
about executive remuneration and
sharing feedback obtained with
the Remuneration Committee
Company Secretary
Louise Waldek
Main responsibilities
– Supporting the Chair
– Advising the Board on corporate
governance and relevant
regulatory requirements
– Acting as secretary to all of the
standing committees of the Board
– Ensuring that the Board has
access to independent
professional advice at the
Company’s expense
– Being available to all directors
IMI plc Annual Report 2023
114

Division of responsibilities
There is a clear division of responsibility
between the Chair and the Chief Executive
Officer, which is reflected in the IMI
Corporate Governance Framework
approved by the Board. The Chair is
responsible for the leadership and
effectiveness of the Board but does not
have any executive powers or
responsibilities. The Chief Executive Officer,
supported by the Executive Committee,
leads the running of the businesses and the
implementation of operational and
strategic plans under authority delegated
from the Board.
The Company’s articles of association
setout the Board’s powers. In the IMI
Corporate Governance Framework, the
Board has clearly defined ‘in writing’ those
matters that are reserved to it and to the
respective delegated authorities of its
committees, and it has also set written
limits of authority for the Chief Executive
Officer. The Group has a clear
organisational structure and well-
established reporting and control
disciplines. Platform CEOs assume
responsibility for and exercise ahigh
degree of autonomy in running day-to-
day trading activities.
They do this within a framework of clear
rules, policies and delegated authorities
regarding business conduct, the approval
ofproposals forinvestment and material
changes in operations and are subject
toregular senior management reviews
ofperformance. TheCompany’s articles
ofassociation and the IMI Corporate
Governance Framework can be found
onour website.
Board and Committee attendance
During the year, the Board met on six occasions to cover scheduled business. The table below shows the number of scheduled
meetings attended and the maximum number of scheduled meetings that the directors could have attended. Only in exceptional
circumstances woulddirectors not attend Board and Committee meetings.
Director Board
% eligible
attendance
Audit
Committee
% eligible
attendance
Nomination
Committee
% eligible
attendance
Remuneration
Committee
% eligible
attendance
Thomas Thune Andersen 6/6 100 5/5 100 4/4 100 n/a n/a
Caroline Dowling 6/6 100 n/a n/a 4/4 100 3/3 100
Jackie Callaway* 4/4 100 3/3 100 3/3 100 n/a 100
Katie Jackson 6/6 100 n/a n/a 4/4 100 3/3 100
Dr Ajai Puri 6/6 100 5/5 100 4/4 100 3/3 100
Isobel Sharp 6/6 100 5/5 100 4/4 100 n/a n/a
Lord Smith of Kelvin 6/6 100 n/a n/a 4/4 100 n/a n/a
Daniel Shook 6/6 100 n/a n/a n/a n/a n/a n/a
Roy Twite 6/6 100 n/a n/a n/a n/a n/a n/a
* Jackie Callaway was appointed as a board director and a member of the Nominations and Audit Committees with effect from 1 July 2023.
To date in 2024, the Board and each Committee has held one scheduled meeting, with all eligible members in attendance.
Independent non-executive directors
All non-executive directors are asked to confirm their independence, external commitments and ability to commit sufficient time
totheir role at IMI, as part ofanannual declaration. The Nomination Committee considers that all of the non-executive directors
areindependent. The Chair was regarded as independent atthe date of his appointment and is considered by the other members
ofthe boardto be objective in his leadership.
Date of first
appointment
Date of current letter
of appointment
Thomas Thune Andersen 1 July 2018 21 February 2023
Jackie Callaway 1 July 2023 1 July 2023
Caroline Dowling 1 January 2020 21 February 2023
Katie Jackson 1 July 2018 21 February 2023
Dr Ajai Puri 1 March 2021 21 February 2023
Isobel Sharp 1 September 2015 21 February 2023
Lord Smith of Kelvin 7 May 2015 21 February 2023
115
Strategic Report
Corporate Governance
Financial Statements

Summary of 2023 key Board activities and outcomes
Corporate Governance Report continued
Committee activities
The main areas of activity for each Committee can be found in the relevant report. At each Board meeting, the Committee Chairs report
on their activities to the full Board.
Board oversight of internal control and risk management
The Board ensures that the necessary resources are in place for the Company to meet its objectives and measures performance against
them. The Board has established a framework of controls which enables risk to be assessed and managed. The Board has overall
responsibility for the oversight of internal controls and our risk management processes, monitoring their effectiveness throughout the year.
At least twice a year, the Board conducts a robust assessment of the risk management framework, as well as reviewing principal and
emerging risks identified, to ensure they remain relevant and where possible, plans are in place to manage those risks in line with agreed
risk appetite to support delivery of our long term strategic objectives. More details can be found in the risk management section on
pages88 to 99.
MAR MAY JUL
– Board engagement session to
hear colleagues’ views on a wide
range of topics (please see page
119 for further details)
– Assessed financial performance
of the Group, approved the 2022
Annual Report and approved
preliminary results
announcement
– Considered the Group’s capital
position and approved the 2022
final dividend
– Approved AGM Notice
– Reviewed and approved the
Modern Slavery Act Statement
– Approved the updated IMI
Corporate Governance
Framework
– Received an update on key legal
and governance matters
including concerns raised
through the IMI hotline
– Considered the shortlist of
external evaluators and agreed
to instruct EquityCulture to
conduct an external
performance review of the
Board and its Committees
– Investor relations and market
reports received, providing the
Board with investor views
– Considered and provided
feedback on the proposed
internal reorganisation
– Received and discussed the
Group’s sustainability strategy
and 2023 priorities
– Assessed the financial
performance of the Group and
approved Q1 2023 Interim
Management Statement
– Received a briefing from the
Group IT Security Director on
cyber security, risk and controls
– Received and discussed reports
on latest AGM voting and proxy
agency feedback
– Shareholder engagement at in
person AGM attended by all
directors
– Considered and approved the
appointment of Jackie Callaway
to the Board
– Reviewed and approved
internal reorganisation and
communication plan
– Approved half year 2023
financial results
announcement
– Approved the 2023
interimdividend
– Considered our principal and
emerging risks and approved
the creation of a new
principal risk relating to
generative AI
– Considered the UK Corporate
Governance Code
Consultation Document and
potential impacts on IMI
– Board employee engagement
session to hear colleagues
views on a wide range of
topics (please see page 119
for further details)
– Received an update on key
legal and governance matters
including concerns raised
through the IMI Hotline
IMI plc Annual Report 2023
116

Summary of 2023 key Board activities and outcomes
OCT NOV DECSEP
– ESG engagement
session held with
Ricardo for the Board
to review and feed
into the updated
assessment of
climate-related risks
and opportunities
– In addition to regular
discussions, a Board
strategy day was held
in September to
review and discuss
IMI’s strategy and
keymilestones
– Site visit to Adaptas, USA
for engagement with
colleagues and to review
integration
– Approved our strategy and
reconfirmed our purpose
– Considered and approved
new brand and values
– Confirmed that our
culture is aligned to our
purposes, values and
strategy
– Discussed our 2023
employee survey themes
and assessed additional
cultural indicators
– Thomas Thune Andersen
reported on employee
engagement activities
– Considered and confirmed
key stakeholder
engagement mechanisms
are effective
– Received updates on our
sustainability activities and
approved the submission
to the SBTi of our Scope 1,
2 and 3 reduction targets
– Assessed financial
performance of the
Group and approved
the Q3 2023 Interim
Management
Statement
– Investor relations and market reports
received providing the Board with
investor views
– Considered outlook and approved
2024budget
– Externally led Board development session
on generative artificial intelligence
– Received an update on key legal and
governance matters including concerns
raised through the IMI Hotline
– Considered the Group’s principal and
emerging risks and approved the risk
management governance framework and
revised risk appetite statements for 2024
– Reviewed the main features and
effectiveness of the Group’s internal
control and risk management framework
– Reviewed and provided feedback on the
IMI Corporate Governance Framework
– Reviewed and discussed the results of
the external Board performance review
and identified key findings and 2024
focus areas
– Received and discussed a report on
theGroup’s Inclusion and Diversity
ambitions, actions and performance
– Received update on health and
safetyperformance from the Group
HSEDirector
On behalf of the Board, the Audit Committee monitors the internal financial control framework and receives regular reports on its
effectiveness, reporting its findings to the Board. More information on the work of the Audit Committee can be found on pages 130 to 135.
Once a year, the Board reviews the effectiveness of material operational, financial, and compliance controls, company culture and the risk
management process. The Board was satisfied that the 2023 review identified no significant deficiencies and remains supportive of the
Group’s ongoing enhancements in this area.
117
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Corporate Governance
Financial Statements

Corporate Governance Report continued
Our dashboard of cultural indicators
supports the Board in its responsibility
tomonitor culture and ensure alignment
with the Company’s purpose, values and
strategy. The dashboard comprises more
than 20 metrics linked to the IMI values
which individually and collectively provide
cultural insights. These include customer
net promoter scores, employee
engagement scores, wellbeing, regretted
turnover information, the number of
employees involved in our Growth Hub
activities and details of the hotline reports
received. In the year, the dashboard was
updated to align with the four pillars of
oursustainability strategy. The dashboard
is designed to help the Board identify any
factors which indicate a negative culture
or matters which could impede our ability
to deliver our strategic objectives. Please
see pages 48 to 51 for more information.
Purpose, Values and Culture
The Board endorses our purpose of
Breakthrough engineering for a better
world and sets the strategy for the Group
to align with this purpose. IMI’s purpose is
at the heart of everything we do; it is why
we exist. We are committed to achieving
profitable growth on a sustainable
long-term basis while creating a better
world for everyone we engage with –
ourcustomers, our employees, the
communities that we serve and operate in,
and our shareholders. For more
information about our purpose, please see
pages 4 and 5 of the Strategic Report.
Our values are an important part of
whowe are, as they provide a culture
andcollective mindset for our entire
organisation. These values underpin
allthat we do, and ensure that we
maintain thefoundations that have
enabled IMI’s success throughout its
150-year heritage. For more information,
please see page 5 of the Strategic Report.
In addition to the Board’s review of the
culture dashboard and related information,
there were a number of touchpoints in
theannual cycle, during which reports and
presentations were provided to the Board
and its Committees allowing for further
consideration of these cultural indicators.
Thomas Thune Andersen, in his role as
non-executive director with designated
responsibility for employee engagement,
provided insights into the Group’s culture,
based on his interactions with employees
across the Group. Following a detailed
review of culture, which included
considerations of the Group’s values and
insights from our non-executive director
with designated responsibility for
employee engagement, together with the
annual review of our purpose and strategy,
the Board affirmed that culture was
aligned with IMI’s purpose and strategy
and adopted new values which better
reflect our business. We will continue to
nurture our culture and ensure monitoring
culture plays a key role in Thomas’
employee engagement activities, which
are described on the following page. More
detailed about our evolved values and
branding can be found on page 43.
IMI plc Annual Report 2023
118

Continuing to engage with our people
through a wide range of interactions is
keyto nurturing our strong culture. Since
March 2020, Thomas Thune Andersen
hasbeen the non-executive director with
designated responsibility foremployee
engagement. The purpose of this role is to
enhance the Board’s understanding of the
views of the IMI workforce, supporting the
directors’ collective responsibility to
consider a widerange of stakeholder
perspectives when arriving at Board
decisions. His full responsibilities are set
out on page 114.
This role does not take on the
responsibilities of an executive director,
the Executive Committee, the HR team or
act as a proxy. Although Board members
actively and directly engage with our
workforce through activities such as site
visits, attendance at IMI Way Day and
employee engagement sessions, the
Board felt that having a non-executive
director with designated responsibility for
employee engagement would enhance its
ability to gather the views of the workforce
in a more structured way, and enable a
more focused approach to understanding
the culture of the Group.
Employee engagement activities during
the year have supported the strategic
priorities for employee engagement
identified in the 2022 One Big Voice
survey and the subsequent 2023 One Big
Voice pulse survey. In 2023, Thomas
attended the following sessions:
– Focus group to explore in greater
depththe findings of the One Big
Voicepulse survey
– Graduate induction presentations
– IMI Way Day at our Birmingham
office,Thomas explained some of the
areas of Board and Executive follow-up
in response to feedback from
engagement sessions
– Attended and presented at the European
Communications Forum (ECF)
– Employee engagement sessions in
March, July and October: focus groups
were held across the year with a
cross-section of UK and US employees
The sessions were structured to consider
business priorities, feedback from the
One Big Voice survey and to better
understand employee engagement with
our purpose-led strategy, customer
focus, career development opportunities
and culture and wellbeing at IMI.
Outcomes of Board-level employee
engagement:
– We received feedback that reward
packages could be more innovative,
flexible and link more closely to our
culture and values. In the year, the
Remuneration Committee reviewed
ourglobal workforce policies and
formalised family-friendly and
menopause policies
– As part of our One Big Voice survey,
employees requested more information
on grading and career progression.
Following the feedback, our HR team
are reviewing development career paths
which will then be communicated
across the Group
– Employees expressed a desire to
understand how they can contribute
toreducing emissions in their roles.
Workisongoing to identify sustainability
and humanitarian campaigns which all
employees can participate in and support
Board-level employee
engagement
During the year, we have
continued our approach
of holding focus groups
to better understand
employee engagement with
our purpose-led strategy,
customer focus, career
development opportunities
and culture and wellbeing at
IMI. To ensure conversations
addressed current topics,
I requested details of
the key areas cited in
departing employees’ exit
interviews. I am pleased
to report that IMI takes a
very open and proactive
approach to engagement.
On behalf of the Board,
I would like to thank all
those I spoke with for their
openness, enthusiasm
andtransparency.
Thomas Thune Andersen
Non-executive director with designated
responsibility for employee engagement
Speaking up
Details of the Group’s speaking up
arrangements are contained on page
84 of this Report. Our Ethics &
Compliance Committee is chaired by
our Chief Legal & Risk Officer &
Company Secretary and comprises
members of the Executive Committee
and other senior leaders. It monitors
the effectiveness of the IMI Hotline,
theinvestigation of reports and
oversees any remedial actions
identified. The Committee reports
onits activities, processes and any
trends in reports to the Executive
Committee, Audit Committee and/or
Board as appropriate via theChair of
the Committee.
119
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Corporate Governance
Financial Statements

Corporate Governance Report continued
Shareholder engagement
The Board oversees shareholder
engagement and maintains a balanced
understanding of the issues and concerns
of major shareholders. The Chief Executive
Officer and Chief Financial Officer have
primary responsibility at Board level for
investor relations with the Head of
Investor Relations, they report to the
Board on shareholder issues at a number
of Board meetings during the year.
Financial analysts’ notes are circulated to
the directors and the Board receives
regular investor feedback reports from the
Company’s brokers and public relations
advisers, as well as from management.
Theunderstanding of investor views
resulting from this feedback helps inform
the Board’s decision-making.
Dialogue is maintained with the principal
shareholders, and the executive directors
and/or the Head of Investor Relations
meet regularly with institutional investors.
As in previous years, we maintained
asignificant programme of such
interactions with existing and potential
shareholders; this included a series of
in-person meetings at our Massachusetts
factory and at our head office in
Birmingham. Smaller – often private –
investors also have full and timely access
to all IMI’s presentations via the Group’s
website. All of the directors are available to
shareholders as needed.
During the year, our Remuneration
Committee Chair engaged with 12 of our
largest investors and proxy agencies in
relation toour remuneration policy (for
more information, see page 137) and there
was engagement with a shareholder in
relation to Chair succession planning. A
number ofshareholders also spoke with
our Chief Executive Officer, Chief Financial
Officer and Investor Relations team.
Feedback from the discussions was then
communicated to the Board.
Consultation with our larger investors
isvery much concerned with the
performance and strategy of the Group.
Their feedback is shared with the Board
sothat it can be taken into account in
Board discussions.
Shareholders were invited to attend
ourAnnual General Meeting (AGM) in
person. Shareholders can submit
questions in advance of the AGM to our
Investor Relations team (info@imiplc.com),
who willendeavour to respond promptly.
All directors attend the AGM and are
available to answer questions. Notice of
the Annual General Meeting was issued
more than 20 working days in advance of
the meeting and the level of votes lodged
for and against each resolution, together
with details of abstentions, are shown on
the IMI website. The Board values the
support of shareholders and the poll
results for allresolutions proposed at the
Annual General Meeting were above 90%
in favour in every case except for 88.80%
approval for the authority to allot shares.
In addition to the Annual Report, the
Company issues preliminary results and
half-year results announcements, as well
as two interim management statements
between results announcements.
TheIMIwebsite includes recordings of
results presentations made by senior
management, recent annual and half-year
reports, interim management statements,
other corporate announcements and links
to the websites of the Group’s businesses.
Outcome of 2023 AGM
At our 2023 AGM, held on 4 May 2023,
votes were cast in relation to approximately
81.60% of the issued share capital
(2022: 83.64%; 2021: 83.50%). All 19
resolutions proposed by theBoard were
passed by the required majority. There
were no significant votes cast against the
Board’s recommendations. All directors
aresubject to annual re-election by
shareholders. Votes cast in favour of the
re-appointment of the Board directors at
the 2023 AGM were as follows:
Director Votes for
Lord Smith of Kelvin 96.30%
Roy Twite 99.42%
Daniel Shook 98.41%
Isobel Sharp 96.82%
Thomas Thune Andersen 92.95%
Katie Jackson 96.81%
Caroline Dowling 96.05%
Dr Ajai Puri 96.81%
Jackie Callaway was appointed to the
Board on 1 July 2023, after the 2023 AGM.
Stakeholder engagement
IMI has multiple stakeholders who are all
important to the long-term success of
ourbusiness. The Board is committed
toengaging withkey stakeholders,
developing positive relationships with
them, and making a positive contribution
to the environment and local communities
in which we operate. Where engagement
is not direct, it takes place via feedback
from individual directors and members of
management. The relevance of each
stakeholder group will depend on the
particular matter requiring Board decision.
Our Section 172 statement, contained on
pages 42 to 43, demonstrates how the
Board promotes the long-term sustainable
success of the Company. Although the
Group has many stakeholders, the Board
considers our key stakeholders to be
employees, customers, investors and
funding providers, suppliers, the
community and the environment and
thegovernment and regulators.
IMI plc Annual Report 2023
120

Performance review of the Board, its principal Committees,
theChair&the directors
Progress on 2023 evaluation:
Area of development Update
Maintain focus on succession planning
atBoard and senior management level
During the year, the Nomination
Committee focused on the execution
ofthe succession planning for the Chair
and those directors who are reaching
their nine-year tenure. For further
information, please see page 123
Continue the progress made to ensure that
meaningful, two-way engagement takes
place with key stakeholders
Please see the ‘Our stakeholders’ section
of the Annual Report on pages 38 to 43
for a summary of our engagement with
our stakeholders in the year
Increase the number of Audit Committee
meetings in order tomeet enhanced
regulatory requirements
Five Audit Committee meetings were
held in the year and are now established
in the Committee’s annual cycle. The
main areas of activity considered by the
Audit Committee are outlined on pages
131 and 132.
An external performance review of the
Board and its Committees was carried out
for the year ended 31 December 2023
byan independent evaluator,
EquityCulture Ltd. Acompetitive tender
process, led by the Chair and supported
by the Company Secretary, was
conducted. The Board selected
EquityCulture and was satisfied that they
had the relevant expertise, experience
andindependence to conduct a rigorous
and objective assessment. Thiswas
EquityCulture’s first review of the Board of
IMI plc and EquityCulture have noother
connection with the Company orany
individual director. They are signatories
tothe Chartered Governance Institute’s
Code of Practice for Board Reviewers.
TheBoard performance exercise centred
onan agenda of questions drafted by
EquityCulture tailored to our needs, based
on discussions with the Chair. Interviewees
were sent an advance copy of the agenda.
The following process and findings have
been included with the agreement of
EquityCulture.
Review process
The review involved the following steps:
Once all interviews had been conducted, EquityCulture provided a comprehensive report and met with the Chair
todiscuss their findings. The report, which included action points and recommendations for the Board to consider,
was then presented by the Chair at the December Board meeting
EquityCulture reviewed the relevant Board and Committee papers, minutes and terms of reference to assess and
benchmark the Board’s governance practices
EquityCulture attended the July Board and Committee meetings as an observer to gain insights into the Board’s
dynamics and interactions
EquityCulture held individual interviews with each director, as well as the Chief Legal & Risk Officer & Company
Secretary and the Chief People Officer, to obtain their views on various aspects of the Board’s performance, such as
strategy, risk, succession, stakeholder engagement and diversity
At the December Board meeting, the Board agreed an action plan to address the key areas highlighted in the report;
these are outlined in the table on page 122. The Board will monitor the implementation and impact of the action plan
and report on the progress and outcome in the 2024 Annual Report
1
2
3
4
5
121
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Corporate Governance
Financial Statements

Corporate Governance Report continued
The chairs of the three principal Board
Committees each received feedback
fromthe external review and reviewed
thatwith their Committee. All were found
to be operating effectively and minor
suggestions to improve performance
werenoted. Please see the individual
Committee Reports for further information.
The Senior Independent Director, Thomas
Thune Andersen, conducted a review of
the Chair’s performance with the other
non-executive directors, which found that
the Chair’s leadership of the Board was
highly efficient and effective. The results
ofthis review were shared with the Chair.
The Chair also met with the non-executive
directors to review the performance of the
Chief Executive Officer. The Chair passed
on to the Chief Executive Officer
appropriate feedback from the review
ofhis performance.
The Chair conducted performance reviews
of each individual director. Each director
was found to be performing effectively,
discharging his or her duties, and making
avaluable contribution to the Board.
Details of the personal contribution of
each Board member can be found in the
director biographies on pages 106 to 108.
EquityCulture’s observations:
– the Board values and respects
everyone’s contribution, and encourages
advice and challenge in a transparent
and constructive manner
– there is good chemistry between the
Chair and Chief Executive Officer
– papers are clear, concise and circulated
in good time
– discussions were informed, respectful
and appropriately challenging, with a
good balance of contribution. No one
voice dominated the meetings
– discussions between the Board and
theExecutive Committee were
robustand exhibited open and
approachable characteristics
– the number of Board and Committee
meetings held appear to be right for
theCompany
– inclusion and diversity issues are felt to be
high on the Board’s radar, led by genuine
commitment to this from the Chief
Executive Officer and Chief PeopleOfficer
and the wider Executive Committee
– the Board has a well-planned and
well-paced induction process for new
directors, andprovides them with the
relevant training and resources
Areas of focus for the Board in 2024:
Area of development Action
Skills and experience Identify opportunities to increase Board experience of generative AI and current and core
industrial manufacturing experience.
Strategy and risk Identify opportunities to enhance the Board’s overview of the industrial landscape it occupies,
including macro-trend and threats.
Approved by the Board and signed on its behalf by:
Louise Waldek
Company Secretary
29 February 2024
IMI plc Annual Report 2023
122

Composition, succession and evaluation
Nomination
Committee Report
The core responsibilities of the
Committeeinclude:
– Reviewing Board composition
– Leading the recruitment process
andmaking recommendations for
appointments at Board level
– Overseeing the development of a
diverse pipeline for succession to
theBoard and Executive Committee
– Oversight of appointments to the
Executive Committee
– Identifying and developing internaltalent
The Committee reviewed and refreshed
itsterms of reference, which were
approved by the Board to take effect from
1 March 2024. The full terms of reference
of the Committee can be found in the
IMICorporate Governance Framework
onthe Company’s website.
Composition
The composition of the Committee
meetsthe requirement of the Code
thatamajority of members should be
independent non-executive directors.
Allof the non-executive directors
ontheCommittee are regarded as
independent non-executive directors.
In the year, the Committee held four
meetings. Member attendance is included
in the table on page 115.
The Company Secretary is secretary to the
Committee and, together with the Chief
People Officer, attend all meetings of the
Committee. The Chief Executive Officer is
not a member of the Committee but is
invited to attend all meetings. Neither the
Chair, nor the Chief Executive Officer,
would participate in the recruitment of
their own successor.
Main areas of activity
Board succession
It has been a busy year for the Committee,
running two search processes. A Sub-
Committee was appointed to conduct the
search for my successor (please see page 128
for further details). To ensure an orderly
handover, I will remain on the Board untilthe
end of 2024, and Jamie Pike willjoin IMI as
Chair of the Board and Nomination
Committee with effect from 1 January2025.
Lord Smith
ofKelvin
Chair of the
Nomination
Committee
Date of appointment
to the Committee:
Lord Smith of Kelvin
May 2015
Thomas Thune Andersen
July 2018
Jackie Callaway
July 2023
Caroline Dowling
January 2020
Katie Jackson
July 2018
Dr Ajai Puri
March 2021
Isobel Sharp
September 2015
Highlights of the year
– Overseeing the externally facilitated
performance review of the Board
andits Committees
– Chair succession process
– Overseeing the recruitment and
induction of Jackie Callaway
– Continued focus on Inclusion and
Diversity at Board and senior
management level
Priorities for the year ahead
– Ensuring an orderly handover for
theChair of the Audit Committee
andthe Chair of the Board
– Continue initiatives to increase
Inclusion and Diversity across the
Board,senior management and the
Groupas a whole
Dear Shareholder
I am pleased to make my report as Chair of the Nomination
Committee. This report is intended to give an account of the
Committee and its activities.
123
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Financial Statements

Composition, succession and evaluation
Nomination Committee Report continued
In October 2022, the Committee
commenced the search process for
anindependent non-executive director.
The recruitment process was supported
by the independent recruitment firm,
Odgers Berndtson, as well as IMI’s Chief
People Officer. Odgers Berndtson has
noother connection with the Company
orwith any individual director other than
to provide recruitment services and, in line
with our diversity policy, is a signatory to
the Voluntary Code of Conduct.
The Committee gave due regard to the
requisite financial qualifications, desired
sectoral experience and benefits of
diversity on the Board during the
recruitment search. The Committee
considered the diverse longlist of
candidates provided by Odgers Berndtson
and held one-to-one interviews with
theshort-listed candidates. Following
interviews, the Committee recommended
the appointment of Jackie Callaway to
theBoard. Jackie was appointed non-
executive director on 1 July 2023 and
willstand for election at the 2024 AGM.
Isobel Sharp will have served 9 years on
the Board in September 2024 and will step
down from the Board on 31 August 2024.
Following Isobel’s resignation from the
Board, Jackie will assume the role of Audit
Committee Chair on 1 September 2024.
All of the directors standing are
recommended for election or re-election
at the AGM following Board approval of
the recommendations made by the
Committee in this regard. Further
information (including a description of the
personal contribution of each director)
can be found in the Notes totheAGM
Notice or in the director biographies on
pages 106 to 108.
Composition and talent development
The Committee has undertaken
acomprehensive review of Board
composition, supported by a review of
theupdated skills and experience matrix,
which can be found on page 103. Board
succession planning features on the
agenda at every Committee meeting.
TheCommittee reviewed the anticipated
timescales for changes in Board positions
(taking into account tenure, plans for
interim cover and in the short to medium
term). As part of future succession
planningand to ensure that a diverse
Board ismaintained, the Committee will
also take into account any critical
experience, skills or expertise to ensure
achievement of the strategy using the
Board skills and experience matrix, the
Board Inclusion and Diversity Policy (on
page 126) andperformance against
diversity targets (on page 124 and 125).
The Committee reviewed talent
development and succession planning
forthe top 76 roles in the Group, with
thesupport of the Chief Executive Officer
and Chief People Officer. The Committee
wasencouraged to see that significant
progress continues to be made in terms
ofcultivating a stronger pipeline of
high-calibre talent and increased levels
ofinternal promotion. Details of our
leadership development and succession
planning processes are set out on page 50.
Review of time commitments,
conflictsand contributions
The appointments of the Chair and
non-executive directors are made on the
basis of a formal letter of appointment,
including a stated minimum time
commitment judged appropriate by the
Committee. In accepting their appointment
to the Board of IMI, non-executive
directors confirm that they are able to
allocate sufficient time to discharge their
duties effectively. No director has raised
concerns over the time commitment
required of them to fulfil their duties.
Details of the other significant
appointments of each director are
contained in the biographies on
pages106to 108.
Alldirectors’ external appointments
aresubject to Board approval. When
considering approving an appointment,
the Board takes into account potential
conflicts of interest, the director’s
performance and their ability to meet their
time commitment to IMI. The Committee
considers that the time given to IMIby
each non-executive director is sufficient
and the Board is satisfied that no director
is overcommitted and unable to fulfil their
responsibilities. The Board is satisfied that
Ihave the necessary time to devote to
myrole as Chair.
Following review of their other
commitments and after confirmation that
each director can continue to meet their
time commitments to IMI, the Board
approved the following external
appointments in the year:
– Isobel Sharp’s external appointment
asan independent non-executive
member of Baillie Gifford & Co
– Katie Jackson’s appointment as
president of National Grid Ventures
atNational Grid
– Dr Ajai Puri’s appointment as a
non-executive director of Fresh
DelMonte Produce Inc
During the year, details of any new
conflicts or potential conflict matters were
submitted to the Board for consideration
and, where appropriate, these were
approved. As part of an annual declaration,
each director is asked to confirm their
ability to commit sufficient time to their
role. Details of the individual contribution
of each director can be found in the
biographies on pages 106 to 108.
Inclusion and Diversity
In the year, we reviewed Board
membership to ensure that there is a good
mix of relevant skills, experience, diversity
and tenure. Our Board Inclusion and
Diversity policy, summarised on page 126,
provides a high-level indication of our
approach to inclusion and diversity in
Board and senior management roles. The
full policy is available on our website.
At Board level, there are five nationalities.
There is also a broad mix ofbackgrounds
and experience, as detailed on pages 102
and 103. We comply with theParker
Review’s target to appoint at least one
Board member from an ethnic minority
background. At 44%, we meet FCA
guidance that women should hold atleast
40% of seats on the Board. Both our
Remuneration and Audit Committee
Chairs are female, however we do not
currently meet guidance that at least one
of the senior board positions should be
IMI plc Annual Report 2023
124

held by a woman. During the search for
the successor to the Chair, diversity was
heavily considered by the Sub-Committee.
Heidrick & Struggles were asked to focus
on a diverse long, medium and short list
and 50% of the candidates in the short list
were female. The number of female
candidates at each stage in the process is
shown on page 128 of this report. The
other senior Board positions have not
become vacant since the FCA’s
requirements were introduced. The
Nomination Committee will continue to
identify opportunities to enhance diversity
in our senior Board succession planning.
The Company has collected the diversity
data used for these purposes from each
individual on a voluntary basis. We have
not set express gender, ethnic or other
related diversity quotas or measurable
objectives fortheBoard’s composition.
Our Executive Committee has 43%
femalemembership, as at 31 December
2023, includes three nationalities and
28%of the direct reports to the Executive
Committee were female. Last year, we
introduced a target of 25% of women in
management across the Group and, in
2023, we achieved 22%.
The Board recognises the importance of all
diversity and remains committed to driving
further progress inthis space. We will
continue to review the composition of the
Board with consideration to the diversity
factors set out in the UK Corporate
Governance Code, the FCA Listing Rules
and the recommendations of the FTSE
Women Leaders Review, as well as the
Parker Review.
Phil Clifton announced his retirement in
July 2023 and subsequently stepped down
from the Executive Committee in January
2024. The Board received regular updates
on the recruitment search for his
successor. After a thorough recruitment
process, Stefano D’Agostino joined the
Group as President of Climate Control
on1 February 2024. Following the Group’s
internal reorganisation, the President
ofClimate Control will no longer be a
member of the Executive Committee. Asat
1 February 2024, the Executive Committee
has a 50% female membership.
The Committee’s oversight role in relation
to Group-wide Inclusion and Diversity is
supported by our culture dashboard. The
dashboard, which reports on performance
and progress against relevant equity,
Inclusion and Diversity targets, is
presented to the Committee annually.
Indicators on the dashboard included
gender pay gap metrics, equal pay
confirmations and performance against
external gender and ethnicity targets. The
dashboard also collated relevant scores
from the One Big Voice employee survey,
which provided insights into equality
andinclusion.
Membership and diversity of Board
Committees
All Committees have female
representation and all members of the
Remuneration and Audit Committees are
independent non-executive directors.
TheCommittee has approved emergency
cover for the Chair and members of each
Committee, with consideration to the
requirements of the 2018 Corporate
Governance Code and our Inclusion
andDiversity policy.
Table 1: reporting table on sex/gender representation as at 31 December 2023
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 55.6% 4 4 57.1%
Women 4 44.4% 0 3 42.9%
Not specified/
prefer not to say 0 0% 0 0 0%
Table 2: reporting table on ethnic background as at 31 December 2023
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 8 88.9% 4 6 85.7%
Mixed/Multiple
Ethnic Groups 0 0 0 0 0
Asian/Asian
British 1 11.1% 0 1 14.3%
Black/African/
Caribbean/
BlackBritish 0 0 0 0 0
Other ethnic
group, including
Arab 0 0 0 0 0
Not specified/
prefer not to say 0 0 0 0 0
125
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Financial Statements

Our Inclusion and Diversity policy
The Company acknowledges the value
ofdiversity in its widest sense and its
contribution towards effective Board
operations and decisions.
The Group operates an Inclusion and
Diversity policy that is reviewed each year
and provides the framework for productive
working relationships.
Taking account of its changing strategic
needs, the Board will ensure that:
– The Board and its Committees have the
appropriate balance, composition and
mix of skills, experience, independence
and knowledge to ensure their
continued effectiveness, having regard
to external guidance on diversity
– A pipeline is maintained that promotes
diversity for succession to the Board,
Executive Committee and leadership
group positions
– Only executive search consultancies
that have signed up to the voluntary
Code of Conduct for executive search
firms regarding gender diversity on
corporate Boards are engaged when
seeking appointments to the Board, so
that the selection processes provide
access to adiverse range of candidates
– Appointments to the Board are made
onthe basis of merit, with regard to
thecandidate’s suitability for the role,
Board balance and composition and
therequired mix of skills, background
andexperience – diversity will be
aconsideration
– Policies adopted by the Group promote
diversity in the broadest sense
– Adequate and appropriate disclosure of:
– This policy and the Inclusion and
Diversity initiatives the Group has in
place andthe steps it is taking to
promote diversity at Board level and
across the Company, including a
description of the progress made
Composition, succession and evaluation
Nomination Committee Report continued
– The composition and structure
oftheBoard
– The gender balance of those in the
Executive Committee, their direct
reports and the leadership group and
– The process of appointments to
theBoard
This policy is reviewed from time to time
to monitor progress being made in order
toassess its effectiveness.
During the year, the Board applied the
policy when reviewing Board and
Executive Committee succession plans,
byappointing external recruitment
agencies that are signatories to the
voluntary Code of Conduct for executive
search firms and during the processes to
find new Board members. Details of how
diversity was factored into the search for
IMI’s next Chair can be found on page 128.
IMI plc Annual Report 2023
126

IMI’s onboarding process for NEDs is extremely
comprehensive. I spent quality time with the Executive
Committee; these meetings provided an excellent
overview of IMI’s strategy, innovation agenda, key markets
and customers. Given my role as a member of the Audit
Committee, my onboarding also included a deep dive on
key financial matters and I spent time in the Birmingham
office, meeting members of the Finance, Tax, Treasury and
IT teams. A key highlight of my induction was the Board’s
site visit to Adaptas, USA, where I got the opportunity to
experience, first hand, the culture of the business.
Jackie Callaway
Non-executive director
Non-executive director induction
A formal induction process for new
non-executive directors is well established
and is the responsibility of the Chair, with
support from the Chief Executive Officer
and Company Secretary. Business
familiarisation is at the core of induction and
continuing development for non-executive
directors at IMI and is centred around
gaining an understanding of the business
and getting to know the wider management
team. Jackie Callaway joined the Board as
an independent non-executive director on
1 July 2023. The induction process was
tailored to Jackie’s experience, knowledge
and Committee participation.
Board continuing development
Appropriate training and other continuing
professional development is available to
allnon-executive directors, and regular
updates are given during the year where
they are relevant to the business arising at
Board and Committee meetings. In the
year, the Board received Artificial
Intelligence training from Professor Amit
Joshi from the IMD Business School.
Board members also attended an ESG
engagement session with Ricardo
regarding our climate-related risks and
opportunities. Tailored regulatory and
best-practice updates were also provided
to theAudit and Remuneration
Committees during 2023. Non-executive
directors are encouraged to undertake
appropriate external training.
Jackie Callaway’s induction process
Initial induction:
– Jackie met with each member of our Executive Committee, as well
as the Head of Sustainability
– During a visit to our Birmingham office, Jackie met members of the
Finance, Tax, Treasury and IT teams
– Jackie attended our Board’s site visit to Adaptas, USA
– Jackie also visited IMI Truflo Marine, UK in November 2023
– Our external lawyers provided an update on directors’ duties
Evaluation and review: The induction plan was monitored and
evaluated by the Chair, the Company Secretary and Jackie and was
reviewed and adjusted as necessary. Jackie also provided feedback
onthe process as part of our external Board performance review.
Noareas were identified for further action.
2
3
Pre-induction:
– Before joining the Board,Jackie received relevant information and
documents aboutthecompany, including ourstrategy, vision, values,
culture, governance, performance, risks, stakeholders, policies and
procedures. Jackie was given access to our Board portal, which
stores our Board papers, minutes andusefulresources for theBoard
– Introductory meetings were held witheach member of the Board,
theCompany Secretary and our external auditor
– Daniel Shook was appointed asJackie’s executive ‘buddy’
1
127
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Composition, succession and evaluation
Nomination Committee Report continued
Chair succession process
Sub-Committee members (all independent non-executive directors):
Caroline Dowling (Chair of the Sub-Committee)
Katie Jackson
Dr Ajai Puri
A Sub-Committee of the Nomination Committee was established to begin the search for a successor to the Chair. The Sub-Committee
wassupported by our Chief People Officer, Liz Rose, and the executive search firm of Heidrick & Struggles. Heidrick &Struggles have
nootherconnection with the Company or with any individual director other than to provide recruitment services. The recruitment
processisoutlined below:
– The Sub-Committee
agreed amedium list of 11
candidates (36%were
female). All 11 candidates
were further interviewed
and assessed by Heidrick
& Struggles, with a full and
thorough candidate
report presented to
theSub-Committee
forconsideration
– The feedback was used by
Heidrick &Struggles to
select a diverse longlist of
44 candidates to present to
the Sub-Committee for
review. The 44 candidates
spanned five market sectors,
three geographical regions
and 45% were female
2 3 4
– The Sub-Committee agreed
the scope and profile for
the external recruitment
agency. After a thorough
tender process, Heidrick &
Struggles, which is a
signatory to the voluntary
Code of Conduct for
executive search firms,
wasappointed
1
– The full Board and
Executive Committee
provided feedback as part
of the Heidrick & Struggles
culture assessment tool to
understand the Board’s
dynamics, strengths, areas
for improvement and
strategy. This provided a
deeper understanding of
the ideal candidate and
supported the development
of the roleprofile
– Taking into account
Jamie’s current
commitments, the
Sub-Committee
recommended that Lord
Smith of Kelvin’s tenure
be extended to the end of
2024 to ensure an orderly
handover. The
Nomination Committee
(excluding Lord Smith of
Kelvin) agreed that he
continues to demonstrate
objective judgement and
promote constructive
challenge amongst
otherBoard members.
Jamie will join IMI as
Chairof theBoard and
NominationCommittee
on 1 January 2025
– Following feedback from
the Sub-Committee, the list
was further reduced to the
final two candidates (both
male), whereby the wider
Board was invited to meet
with them and provide
feedback to the Sub-
Committee. The two
candidates selected had
significant Chair experience
and understanding of
themarkets in which
IMIoperates
– After consideration of the
feedback from the Board,
the Sub-Committee
recommended to the
Nomination Committee
that an offer be made to
Jamie Pike, noting his solid
leadership experience as
Chair of a number of listed
companies, as well as his
core industrial knowledge
and strong reputation in the
UK market. Both the
Sub-Committee and the
Nomination Committee
reviewed Jamie’s external
appointments and consider
him to be independent and
able to commit sufficient
time to the role
6 7 8
– A strong, diverse shortlist
offour candidates (two
men and twowomen) was
selected. Allfour candidates
were interviewed by the
Sub-Committee
5
IMI plc Annual Report 2023
128

Ensure an orderly handover
for the Chair and Audit
Committee Chair
Consider how all Board
members can have a greater
insight into potential Board
candidates before reaching
the appointment stage
– Jackie Callaway joined
the Board on 1 July 2023.
Following Isobel Sharp’s
retirement from the
Boardon 31 August 2024,
Jackie will Chair the
AuditCommittee
– The search for a
successor to the Chair
took into account the
importance of diversity
considerations. Heidrick
&Struggles were asked
toprovide a diverse long,
medium and shortlist
ofcandidates. See page
128 for more information
Progress on 2023 actions
Yours faithfully
Lord Smith of Kelvin
Chair of the Nomination Committee
29 February 2024
Appointments
to the Board
Succession
The Committee reviewed
talent development and
succession planning for the
top 76 roles in the Group.
Further details are included
on page 124
Focus areas for 2024
Continue to focus on
Board succession plans
that take into account
greater diversity
requirements
Strengthen the succession
pipeline for senior
management positions
Committee evaluation
An external performance review of the
Committee was undertaken by
EquityCulture (the review process is
outlined on page 121). No suggestions
were made as to the way the Committee
is run, its membership or terms of
references. The review found that:
– The Committee operates effectively
andis led by an effective Chair
– Inclusion and Diversity issues are felt
tobe high on the Board’s radar, led by
agenuine commitment to addressing
these issues from theChief Executive
Officer, Chief People Officer and the
wider ExecutiveCommittee
– There is a strong recruitment
andinduction process for new
non-executivedirectors
– Succession plans for the Board and
executive directors are well thought
outand the number of Board and
Committee meetings appear to
berightfor the company
129
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Financial Statements

Audit, risk and internal control
Audit Committee
Report
The Committee’s principal responsibilities
are to monitor the integrity of the
Group’sfinancial reporting and financial
statements, to review the effectiveness of
internal financial controls, to monitor and
review the effectiveness of internal audit,
and to make recommendations to the
Board on the appointment of an external
auditor. The Committee acts in an
oversight role for Annual Reports, financial
statements and announcements with
extended financial content, all of which
are prepared by management. The full
terms of reference of the Committee,
which were reviewed during the year, are
found in the IMI Corporate Governance
Framework on the Company’s website.
The Committee continued to increase its
time invested in the business, compared
to prior years, increasing the number of
meetings from four to five. In addition
toour regular cycle of challenge and
oversight activity, we have focused this
year on finalising the accounting of
theacquisitions for CorSolutions and
Heatmiser, which were acquired in
October and December 2022, respectively
and reviewing the financial information,
including the restatements, related to
thebusiness reorganisation from three
divisions to two new operating segments,
Automation and Life Technology.
Internalcontrol matters are regarded as
ahigh priority and this year we reviewed
the work undertaken to strengthen the
controls framework and performed a deep
dive into the Internal Control Declaration
process during a site visit to Adaptas, USA
in October. We challenged detailed
aspects of the Group’s policy for
treatment of adjusting items in Alternative
Performance Measures (APMs). We have
reviewed the significant restructuring
activity and the provisions for
rationalisation at the year-end, satisfying
ourselves that the treatment of those
items disclosed as adjusting is appropriate.
Isobel Sharp
Chair of
the Audit
Committee
Dear Shareholder
I am pleased to present this report on the work of the Audit
Committee over the last year.
Date of appointment
tothe Committee:
Isobel Sharp
September 2015
Thomas Thune Andersen
March 2020
Jackie Callaway
July 2023
Dr Ajai Puri
September 2021
Highlights of the year
– Performing a deep dive into the Internal
Control Declaration (ICD) process and
learning firsthand how anew acquisition
coped with adopting the IMI reporting
processes during asite visit to Adaptas, USA
– Assessing the financial controls process
mapsand agap analysis against the
proposedchanges to the UK Corporate
Governance Code
– While always a highlight, meeting senior
financial leaders in the business, including
the platform CFOs, the CFO of the
Climate Control sector and the tax and
treasury leaders to discuss their current
successes and challenges
Priorities for the year ahead
– Ensuring a smooth transition as Jackie
Callaway takes the role as Audit
Committee Chair from September 2024
– Review and challenge the continual
development ofa more robust and
granular framework of internalcontrols
130
IMI plc Annual Report 2023

The Committee has monitored the
external auditor in their third year to
ensure the audit quality and audit
effectiveness remain at the highest levels
and the external auditors have
demonstrated professional scepticism
throughout the process. The Committee
continues to welcome fresh insight and
challenge from the auditors. Finally the
Committee reviewed the circumstances
and consequences of an immaterial
accounting anomaly found in the year
principally to seek to ensure the problem
does not recur.
Members of the Audit Committee
Dr Ajai Puri, Thomas Thune Andersen and
Iwere members of the Audit Committee
throughout the year and Jackie Callaway,
a chartered accountant with over 30 years
of experience working in finance across
multinational manufacturing and supply
chain businesses, was appointed a
member of the Audit Committee in July
2023. All of the Committee members are
regarded by the Board as independent
non-executive directors and details of our
experience are included on pages 106 to
108. I have chaired the Audit Committee
since 1 October 2017 and became a
member on 1 September 2015. I will step
down from the role of Audit Committee
Chair and Jackie Callaway will become
theAudit Committee Chair from
1 September2024.
I am a chartered accountant. I spent my
early career in the accounting and audit
profession and the Committee, and the
Board, are satisfied that I have significant
recent and relevant financial experience.
Ialso currently chair the Audit and Risk
Committee at Balanced Commercial
Property Trust Limited, I am an independent
non-executive Committee member at
Baillie Gifford & Co and a member of the
University of Edinburgh Business School’s
International Advisory Board.
The Board is satisfied that the Committee
members have experience at Audit
Committee level and collectively the
Committee has the financial, commercial
and auditing skills, sector competence,
experience and objectivity to be an
effective Audit Committee. Furthermore,
Committee members attend, as
appropriate, external training sessions to
update our knowledge and in May 2023
Deloitte delivered a training and skills
update session tailored for the Committee,
with a particular focuson governance and
the proposed amendments to the UK
Corporate Governance Code.
The Committee invites the following
tojoin appropriate parts of its meetings:
the Chief Executive Officer, the Chief
Financial Officer, the GroupFinancial
Controller, theDirector of Group
Assurance and the external auditor. In
addition, the Chair andother non-
executive directors are welcome to attend,
and usually join, the meetings. The
Secretary to the Committee is the Chief
Legal & Risk Officer & Company Secretary.
I thank them all for their help in the
Committee’s work.
The Committee meets alone with the
external auditor and with the Director of
Group Assurance. The Committee has the
power to call on any employee to attend.
Main areas of activity
The Audit Committee met five times in
2023. For two meetings the focus was
onthe forthcoming results reporting.
All meetings included a review of current
accounting matters within the Group,
internal audit reports and external audit
matters. These activities are detailed in
thefollowing sections.
During the year, the Committee reviewed
the treatment of adjusting items in APMs.
The Committee also reviewed thefinal
adjustments for the acquisition accounting
for the three acquisitions in2022 (Bahr
Modultechnik, Heatmiser and
CorSolutions) for which preliminary
numbers were included in the 2022
financial statements.
The Committee continues to seek
outwith management constructive
opportunities for improvement in the
effectiveness of internal financial controls.
The roll out of an automated system to
support balance sheet reconciliations
isprogressing well and continues to
facilitate improvements in both external
audit efficiency and internal controls.
Improvements were also made to those
controls specific to revenue recognition
and inventory valuation in the Process
Automation sector.
In 2023, the Committee performed
adeepdive into the Internal Control
Declaration process through a review
ofits implementation in Adaptas, which
was acquired in December 2021. This
review helped the Committee to
gainadditional understanding on the
integration of newly acquired businesses
to ensure they build financial controls
inline with IMI’s standards.
In 2023, the Committee performed a
deepdive into the evidence binder which
documents the supporting evidence for
integrity of the disclosures included within
the front half of the Annual Report and
concluded that the process was working
well. Committee members have tested the
evidence for certain disclosures in the
2023 Report.
131
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Corporate Governance
Financial Statements

Audit, risk and internal control
Audit Committee Report continued
The Committee monitors changes
insenior finance roles and challenges
management to ensure continuity of
financial reporting standards following
team changes and to challenge on topics
such as diversity. In 2023, management
achieved successful internal transitions of
key senior finance roles and has refreshed
the talent pipeline for succession planning.
An update on tax affairs and compliance
from the Head of Group Tax was received
by the Committee and the Corporate
TaxStrategy which is available on
theIMIwebsite was considered by
theCommittee.
This year’s discussion with the Group
Treasurer focused on the Group’s funding
relationships and strategy.
The Committee reviewed and approved
for submission to the Board the
statements on viability and going concern,
which are on page 100 and 101
respectively. During 2023, this involved
regular assessment of the impact of the
inflationary environment, international
conflicts and continued supply chain
uncertainties. The Committee was
satisfied with the going concern and
viability statements taking comfort in
particular from the resilience demonstrated
by IMI’s businesses in recent periods, the
relative strength of the Company’s balance
sheet and the committed borrowing
facilities in place.
The Committee reviewed management’s
approach to preparing the Annual Report
with the European Single Electronic
Format (ESEF) tagging. Management
continues to use an outsourced provider
with expertise to complete the initial
tagging prior to finalisation internally.
The Committee advises the Board on
thefair, balanced and understandable
requirements for the Annual Report
andhalf year results statement. In the
Annual Report, the fair, balanced and
understandable criteria are also a review
area for the external auditor who has
notreported any exceptions. The
Statement ofdirectors’ responsibilities
onpage 172 includes confirmation by
theBoard that itconsiders this Annual
Report, taken asawhole, to be fair,
balanced and understandable.
Deloitte was reappointed to be the
Group’s external auditor for the year
ended 31 December 2023.
Significant judgements
andestimations in the
financialstatements
In preparing the accounts, there are a
number of areas requiring the exercise
bymanagement of judgement and
estimation. These matters were the
subject of appropriate detailed analysis
and commentary in papers and reports
tothe Committee from management
andthe external auditor. The Committee
reviewed the significant accounting areas
involving such judgements and estimates
and these are described below.
Significant accounting matters
Revenue recognition
The Committee discussed the timing
ofrevenue recognition on some of the
Group’s larger contracts within the
Process Automation sector. This is an
areaof focus on which the external
auditor reported to the Committee.
Having reviewed management’s process
for identifying, and then estimating the
stages of these contracts and the external
auditor’s comments, the Committee
concluded that revenues were
appropriately reflected in the financial
statements. Note 2 to the financial
statements provides further information.
Inventory valuation
The year-end balance sheet includes
inventories of £437.3m after £59.0m of
provisions. The Committee reviewed the
judgements applied tostandard costing
valuations and provisions against excess
and obsolete inventory and concurred
with management’s assessment.
Inventory valuation was a key audit matter
for the external auditor, in respect of
which it reported to the Committee that
inventory valuation across the Group is
considered appropriate. Note 15 to the
financial statements provides details of
inventory valuation.
Adjusting items
The Committee considered both the items
treated as adjusting and their application
in APMs. The Committee reviewed all
adjusting items, in particular the treatment
of restructuring costs, acquired intangible
amortisation and tax-related adjustments.
The Committee challenged management’s
judgements around the appropriateness
ofrestructuring costs of £48.1m and
provisions of£20.9m disclosed as adjusting
items. It reviewed the restructuring costs
incurred by project to seek confirmation
that they were non-recurring.
The Committee reviewed tax-related
adjusting items, and concluded
management’s treatment was appropriate.
The Committee concluded there had
been adherence to the company’s
adjusting items policy.
IMI plc Annual Report 2023
132

Impairment of goodwill and intangibles
arising from acquisitions
The Committee considered the level of
goodwill and intangible assets held on
theGroup’s balance sheet and whether,
given the future prospects of these
businesses, the carrying value in each
caseremained appropriate.
The year-end balance sheet includes
goodwill of £680.3m and intangible assets
arising on acquisitions of £200.0m.
Due to the complexity and volatility
involved in calculating the discount rates
for the purposes of impairment testing,
Evelyn Partners was engaged for a second
year to perform the calculations and to
report to management on these. The
Committee concluded that the process
and the calculations were appropriate.
In assessing the judgements in testing for
any impairment of goodwill and intangible
assets, management has considered the
future impacts of climate change which is
considered as part of the Group’s five-year
strategic plan.
Impairment was also an area of focus
forthe external auditor who challenged
the assumptions used in the model and
reported its findings to the Committee.
The external auditor also concurred with
the assessment that no impairments
wererequired. Note 11 to the financial
statements provides details regarding the
Group’s intangible assets and goodwill.
The Committee reviewed the final
adjustments for the acquisition accounting
for the three acquisitions in 2022 for
which preliminary numbers were
includedin the 2022 financial statements
and concluded that the fair value
accounting for the opening balance
sheetwas appropriate.
Tax
The Committee judged the adequacy
oftaxation provisions for uncertain
matters and concluded that these were
appropriate. Further details on tax matters
can be found in Notes 3 and 9 respectively.
Pensions
The Committee reviewed the
appropriateness of the accounting
treatment for pension scheme liabilities,
including the actuarial assumptions used
which provide a key source of estimation
uncertainty, and the impact of any one-off
special pension events. The Committee
also received a report with appropriate
expert input from the external auditor,
which concluded that the accounting for
pensions proposed by management was
not materially misstated.
The Committee supported management’s
ongoing efforts to de-risk the Group’s
pension obligations, with the UK pension
liability fully bought in during 2022.
Further details can be found in Note 14.
Control environment
The Committee reviewed the overall
control environment during the year and
considered the responsibilities for site,
region, sector, platform, and Group teams.
The implementation of the automation
tool across the organisation to support
with balance sheet reconciliations is
progressing well, and has facilitated an
improved control environment and
risk-based approach to controls. During
the year, an accounting anomaly was
identified at one of IMI’s sites. While not
material in financial terms, a thorough
investigation was undertaken to identify
the cause and the impact on the financial
statements and to confirm that it was an
isolated incident. Additional reviews have
taken place during the year. Management
has formalised key control certification
requirements by sector finance leads,
onaquarterly basis.
The external auditors werenotified of
thematter and adapted their audit plan
torespond to the risks identified. The
Committee has welcomed and supported
the response.
The Audit Committee has assessed a
review of the financial controls process
maps and a gap analysis prepared by Group
Assurance against the 2023 proposed
changes to the UK Corporate Governance
Code in October. This process resulted in
aproject to develop a more robust and
granular framework of internal controls,
improve the consistency and quality of
documentation of internal controls
andincrease the focus on assurance of
non-financial information. Further work
willcontinue in 2024 to document in
moredetail the controls andthe testing
oftheir application.
Following a site visit by Deloitte to the
new business support centre in Poland in
the Climate Control sector to understand
and assess the integration of controls and
processes across the business, I, together
with David Gwilliam, CFO, Climate
Control, visited the site to meet local
management and to see first-hand the
progress being made with the integration.
It was also an excellent opportunity to visit
the factory in Olkusz and the Ruda
distribution centre.
Roby Buyung, CFO, Automation and
Sukhjit Purewal, CFO, Life Technology
attended, in July and December
respectively, the Audit Committee
meeting. Both discussed the control
environment and current projects in
theiroperatingsegments.
Improvements have been made to Internal
Control Declaration evaluations during
theyear including a new section on
Environmental, Social and Governance
data reporting.
133
Strategic Report
Corporate Governance
Financial Statements

Audit, risk and internal control
Audit Committee Report continued
Group Assurance
The Committee received reports from,
and monitored the work of, the Group’s
internal audit function, known as Group
Assurance. Group Assurance has a direct
reporting line to the Committee and
alsoreports through the Chief Financial
Officer to the Chief Executive Officer.
Group Assurance work is directed towards
financial control audits but also covers
other selected areasincluding project
planning and implementation for major
business changes and internal control
declarationswhich cover financial
andnon-financial controls.
In addition to the sites reviewed in the
year, Group Assurance continued to
focustheir review on the Group’s use
ofdigital tools. This included a review
ofthe following:
– the Group-wide travel and
expensessystem;
– IT system implementation within
thesectors;
– data validation for key inputs into
thekey performance metric, Total
Recordable Incident Frequency
Rate;and
– climate-related data disclosed in the
Creating a better world section of the
Annual Report.
Other review projects undertaken during
the year included the impairment of
non-acquired intangibles, capitalisation
ofdevelopment costs, inventory excess
and obsolete provisions and capital and
rationalisation project reviews.
Group Assurance works closely with
theplatforms to implement monitoring
and review processes to complement
theinternal and external audit coverage.
In2023, Group Assurance assisted in
theintegration of Bahr Modultechnik
andHeatmiser into the IMI internal
controlpolicies and procedures.
Locations to be reviewed each year
areselected on a risk assessed basis,
discussed and agreed with the Committee
and take account of the external audit plan.
In 2023, as in any other year, minor
adjustments were made to the plan to
meet changes inthe business with the
Audit Committee being consulted on
allamendments at itsmeetings. The
completion of actions arising from internal
audits and reviews is monitored by the
Committee and the trackrecord for timely
completion of actions is excellent.
During the year, 32 internal audit reviews
were completed with 31 of these supported
by sector finance managers. Themajority
of the 2023 internal audit plan included a
physical visit as part of the review. As in
prior years, a flexible approach and use
ofremote audit procedures were used to
improve efficiency and ensure emerging
issues were addressed. The involvement
ofsector financial managers in the internal
audit process continues to enhance the
quality of audits and the sharing of best
practice. For all audit reviews, Group
Assurance maintains the final
determination on grading and actions.
The Group Assurance team is led centrally
by experienced, senior internal audit
professionals and across the Group there
are over 100 staff trained to conduct
internal financial control audits. The annual
plan and resourcing for internal audit
wereapproved by the Committee and
takeaccount of the enhanced monitoring
andreview activity within the sectors.
Thescope of internal audits covers certain
operational and commercial risks in
addition to financial controls. Experienced
financial managers from the sectors work
on combined audits covering financial,
operational and commercial matters.
Group Assurance has trained sector finance
managers in financial control auditing skills
and provided a toolkit to enable them to
carry out financial control audits at other
sites in their sector. Financial control
evidence binders are used across the
Group to help improve internal controls
and to make internal audits more efficient.
The binders also support transition and
continuity in the event of any changes in
finance staff.
The Committee reviewed the effectiveness
of Group Assurance with management
and received input from the external
auditor. The Committee supports the
co-sourcing model, with the Group
Assurance team working together with
experienced financial managers from
thesectors to enhance the effectiveness
of assurance processes. Areas for
improvement in 2024 which were
identified for the Group Assurance team
are to review available automation tools
tosupport with the documentation and
consistency of controls testing across the
organisation and to monitor the recently
implemented reviews performed by sector
finance leads to ensure internal key
controls are well documented and
continuously monitored throughout the
year. The improvement actions for 2023
were made, with focus on operational
andcommercial risk reviews.
The Committee has welcomed the way
inwhich staff involved in Group Assurance
activities have coped not only with some
challenging circumstances in 2023 butalso
with the new acquisitions so that the level of
assurance gained from its activities during
the year is equivalent to previous years.
External audit independence
andperformance review
The Committee approved the proposed
external audit approach and its scope based
on the size and level of risk of theentities
concerned. The Group and theexternal
auditor take a risk-based approach to audit
and other assurance activity. The key audit
mattersidentified byDeloitte are set out in
its report on pages 173 to 182 and were
reviewed by the Committee in approving
the auditscope and plan.
The Committee considered the
independence and objectivity of the
external auditor to be very satisfactory.
Inassessing auditor independence, the
Committee had regard to the Financial
Reporting Council’s (FRC) best practice
guidance for audit committees.
IMI plc Annual Report 2023
134

It also considered the FRC’s new Minimum
Standards for Audit Committee and, apart
for one new action to be considered when
the Group retenders the audit in the future
years, those standards are being met.
Inaddition, the external auditor confirmed
that its ethics and independence policies
complied with the requirements of the
FRC’s Ethical Standard. To maintain
theobjectivity of the audit process,
theexternal audit partner responsible for
the Group is rotated within the audit firm
at least every five years and the current
Senior Statutory Auditor, Dean Cook,
wasfirst appointed for the 2021 audit.
The policy on the engagement of the
external auditor for non-audit work, which
has been updated during the year, reflects
regulatory requirements. It requires
approval by the Committee Chair for any
non-audit engagement for which the
estimated fees exceed £10,000. The Chief
Financial Officer monitors any proposed
non-audit engagements of Deloitte
andrefers to the Chair for approval as
appropriate. The policy does not allow
work to be placed with the auditor if it
could compromise auditor independence,
such as functioning in the role of
management. Non-audit fees paid to
theauditor were £0.1m (2022: £0.1m),
which represents 3% of the audit fee
anddemonstrates the tight control
whichis maintained in this area. The only
significant non-audit engagement during
the year was the interim results review,
which is technically not statutory audit
work but is typically placed with the audit
firm and was approved by the Committee.
The Committee considers the level and
nature of non-audit work to be modest
and not to compromise the independence
of the external auditor. The Committee is
satisfied that Deloitte is fully independent
from management and free of conflicts
ofinterest.
Pursuant to the power granted at the 2023
Annual General Meeting, the Committee
reviewed and approved the proposed
audit fee payable to Deloitte.
The Committee formally reviewed the
effectiveness of the 2022 external audit
process. As in other years, a questionnaire,
sent to over 30 site finance directors
andinterviews with members of the
Committee and selected executives were
used to assess the quality and the
effectiveness of the external audit process.
Based on the results of the questionnaire
and feedback received, the Committee
believes the 2022 external audit process
has been good and effective. To enhance
further the external audit process, certain
improvement actions such as around
timing of steps in the finalisation of the
Annual Report were identified, and plans
were put in place by management and
Deloitte to address these during the 2023
audit. Management and Deloitte have
made improvements in key action areas,
and we are satisfied with the progress
made. The Committee also reviewed the
FRC’s Audit Quality Review report
regarding Deloitte.
Statement of compliance
IMI confirms that it was in compliance
with the provisions of The Statutory
AuditServices for Large Companies
Market Investigation (Mandatory Use of
Competitor Tender Processes and Audit
Committee Responsibilities) Order 2014
during the year ended 31 December2023.
Audit tendering
Current legislation will require an audit
tender by not later than 2031 and the
Company retains the freedom to tender
earlier. The Committee considers it would
be appropriate to conduct an external
audit tender process commencing in
theyear before any change of auditor
ismade and therefore not later than
2030in any event.
Committee evaluation
An external performance review of
theBoard and each Committee was
conducted in2023. The review process
and results can be found on pages 121 and
122 of the Corporate Governance Report.
The review found that the Committee
operates effectively and is ledby an
effective Committee Chair. No other
comments onthe Committee were
received. During the internal review of the
Committee’s performance in 2022, it was
agreed to increase the number
ofCommittee meetings partly to allow
consideration forany new regulatory
requirements, ifrequired. Positive
feedback was received following the
addition of an extra Audit Committee
meeting in October to coincide with the
Board’s visit to Adaptas in the USA. The
Committee has agreed to review itscycle
and terms of reference to meet the
requirements of the new Corporate
Governance Code issued in 2024.
The Committee approved this report on
itswork.
Yours faithfully
Isobel Sharp
Chair of the Audit Committee
29 February 2024
135
Strategic Report
Corporate Governance
Financial Statements

Remuneration
Remuneration
Committee Report
Statement from the Chair of the
Remuneration Committee
Context
The Committee carefully considered the
remuneration of the executive directors
inthe context of the pay and conditions
ofthe wider workforce, overall business
performance and the economic
environment. The Committee are
comfortable that the decisions taken were
appropriate, and in the best interests of the
wider business and its key stakeholders.
The Committee was pleased to see that
95.91% of shareholder votes at the 2023
Annual General Meeting supported the
Committee’s implementation of the
current Remuneration Policy.
Economic environment
Our stretching 2023 annual incentive
targets were set with the ambition to
achieve significant growth on 2022 results.
Whilst 2023 was a year of significant
macro-economic disruption, there has
been no cause to adjust targets.
Wider workforce pay
We have continued to monitor the impact
of rising inflation on our employees and
have taken steps during the year to focus
our resource on those employees most
inneed of support. These actions include:
– Using living wage indices in each of
ourmain countries to help us assess
employee pay against rising cost of
living standards. An out-of-cycle pay
increase was awarded to those
employees most in need.
– We have accelerated plans for
employees to be paid at least in line
with living wage indices and this has
also been factored into our annual pay
review process. By the end of 2023 all
IMI employees now receive a wage that
is at least in line with the applicable living
wage for their geographic location.
– As a Committee we are happy with the
approach the Company has taken with
the wider workforce which has resulted
in an average UK pay award of 4.8%.
Pay for performance
Our focus in determining incentive
outcomes for 2023 was to make sure
thatpayout levels were appropriate in the
context of wider company performance
and workforce pay. As in previous years,
we sought to achieve a strong link
between pay and performance in the
implementation of our remuneration
policy. A high proportion of our executive
directors’ remuneration remains closely
Caroline
Dowling
Chair of the
Remuneration
Committee
Dear Shareholder
On behalf of the Board, I am pleased to present the AnnualDirectors’
Remuneration Report for the year ended31December2023.
Date of appointment
to the Committee:
Caroline Dowling
January 2020
Katie Jackson
July 2018
Dr Ajai Puri
March 2021
Highlights of the year
– Continued to create value for our
stakeholders through improved
financialperformance
– Focused on a review ofthe Policy
aheadof the 2024 AGM and has taken
onboard remuneration feedback raised
by employees during our Board
engagement sessions
Priorities for the year ahead
– Oversee the successful implementation
of our Remuneration Policy, which will
bepresented for shareholder approval
atthe 2024 AGM
– Ensure the Company is fully
compliantwith the 2024 UK Corporate
Governance Code
– Support, review and challenge
initiativesto continue to ensure all
ouremployees are paid a living wage,
andreceive meaningful benefits that
alignwith our inclusive culture
136
IMI plc Annual Report 2023

tied to business performance;
theCommittee select performance
measures that align to our purpose
andstrategy, with strong links to our
reportable KPIs. More information
isprovided on page 150.
Key strategic and performance highlights
in 2023 include:
– Group revenue of £2,196m increased
by7% and adjusted operating margin
increased by 90bps, statutory operating
margin was 10bps lower than last year
– Group adjusted profit before tax
increased from £346m to £387m,
statutory profit before tax increased
from £285m to £302m
– Adjusted Basic EPS increased from
105.5p to 116.8p
The Alternative Performance Measures
referred to above are defined in Note 3.
Incentive outcomes
Annual incentives paid to executive
directors in respect of performance in 2023
were based on achievement of stretching
targets relating to Group adjusted profit
before tax and strategic and personal
objectives, incorporating sustainability
metrics. The Committee determined
annual incentive outcomes ranging
between 96.2% and 97.6% of maximum
forthe executive directors, which
fairlyreflects business, individual
performance and is aligned with
thewiderstakeholder experience.
The 2021 IMI Incentive Plan award was
granted on 22 March 2021 and is due to vest
on 22 March 2024. In determining the level
of vesting under the award the Committee
has full discretion to adjust the vesting
based on business performance factors,
macro-economic conditions, shareholder
experience, and potential windfall gains
due to share price movements.
Following a review of the above factors the
Committee determined that no adjustment
shall be made to the formulaic outcome.
The 2021 IIP award was subject to
stretching Return on Invested Capital
(ROIC), Adjusted Basic Earnings Per Share
(EPS) growth and relative Total
Shareholder Return (TSR) targets
measured over three financial years and
will vest at 82.6% in March 2024.
Acquisitions and disposals
The Committee also considered the
impact of the disposal of Aero-Dynamiek
on incentive outcomes. Aero-Dynamiek
was disposed of on 1 October 2023.
Group Profit Before Tax outcomes were
adjusted to include the budget operating
profit for the remaining months of 2023.
This is consistent with the approach taken
for other disposals. No adjustment has
been made to IIP vesting outcomes.
Remuneration in 2024
Policy review
Ahead of the 2024 AGM, the Committee
have conducted a thorough review of
Policy and concluded that, other than
minor wording changes and strengthening
of malus and clawback provisions that
apply to the incentive plans, the Policy is
fit-for-purpose and no further changes
arerequired.
During this process, the Committee
consulted with our 12 largest shareholders
comprising a total shareholding of 51%.
Proxy Voting Agencies were also included in
the consultation process. Responses were
received from 5 shareholders, all of which
were supportive of the Policy proposals.
The Committee considered the maximum
incentive opportunities under the Policy,
inparticular in the context of the increase
inmarket cap/FTSE ranking. Following this
review, the Committee concluded that the
quantum is modest against the FTSE 100
but well positioned given that IMI has only
recently established itself as a FTSE 100
company. Therefore, no changes have
been made to maximum incentive
opportunities. No changes have been
made to the operation of the incentive
plans, which theCommittee consider fit
for purpose.
Base salary
In line with our Remuneration Policy,
theCommittee reviews executive director
base salaries annually taking into account
the wider workforce increase, business
performance, external economic factors,
changes in the complexity of the
businessor the role, cost, as well as the
incumbent’s experience and performance.
Following the review of the above factors,
the Committee determined that it is
appropriate to award an increase of 4.5%
to Roy Twite from £794,200 to £829,900
effective January 2024. This is slightly
below the average increase awarded to UK
employees of 4.8%. Since his appointment
as Chief Executive Officer in May 2019,
Roy has received increases in line with or
below the average employee rate. The
Committee is acutely aware of the
increasing demand for high-performing
CEOs for global businesses and wants to
ensure that Roy’s salary is appropriately
positioned in this context.
The Committee has decided to award
anincrease of 9.0% to Daniel Shook taking
his salary from £529,100 to £576,700
effectiveJanuary 2024 in order
toachievethe following:
– Recognise the growing criticality of his
contribution to the strategy and
performance of IMI.
– Reflect the significant growth of IMI since
his appointment and his direct contribution
to that growth including the following
individual contributions and achievements:
– Overseeing the financial execution
ofour strategy to deliver sustainable
growth, substantially increasing adjusted
profit before tax and generating a
+13%CAGR in adjusted EPS between
2019 and 2022, propelling IMI into
theFTSE 100.
– Continuing to lead a committed and
high performing finance function,
developing a strong succession
pipeline, and delivering year-on-year
improvements in our internal financial
controls scores.
– Leading the successful integration
ofrecent acquisitions Adaptas, Bahr,
CorSolutions and Heatmiser to the
IMIFinancial Controls Framework.
– Ensure his salary is at the market rate,
appropriately positioned for a Company
ofIMI’s size.
Policy implementation
No changes have been proposed to the
overall measures or weightings applying
tothe annual bonus and IIP for 2024.
The annual bonus will continue to be
based on Group adjusted profit before
taxand strategic and personal objectives,
incorporating sustainability metrics.
The IIP award for 2024 will be based on
Adjusted EPS growth (30%), relative TSR
(30%), ROIC (30%), and total CO
2
intensity
(Scope 1 & 2) reduction against the 2019
base figure (10%).
Yours faithfully
Caroline Dowling
Chair of the Remuneration Committee
29 February 2024
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Remuneration
Directors’ Remuneration
Policy Report
The Remuneration Committee (the Committee) presents the Directors’ Remuneration Policy Report,
whichwill be put to shareholders for a binding vote at the Annual General Meeting (AGM) to be held on
9May 2024. Subject to shareholder approval, the effective date of this policy will be 9 May 2024.
The Policy was determined following a robust decision-making process taking into account market, best practice and views of IMI’s
shareholders and other stakeholders. The Policy was set inthe context of the wider pay policies at IMI including those applicable to the wider
workforce. If approved by shareholders atthe AGM, the Committee will continue to review and implement the Policy in the above context.
The Committee is governed by its terms of reference which are published on the Company’s website. This sets out its role and
responsibilities including setting and implementing the Remuneration Policy.
The Committee appoints an independent advisor to provide assistance on remuneration matters. To avoid conflicts of interest,
orappearance thereof, no director is involved in setting their own remuneration or determining their own remuneration outcomes.
Illustrations of the application of IMI’s remunerationpolicy
To illustrate the opportunity available to our executive directors, and the sensitivity of pay to performance, the graphs on this page
setout pay outcomes under four performance scenarios:
– minimum, where pay is limited to fixed, non-performance components (based on 2024 salaries, the corresponding pension
allowance and other benefits);
– ‘on-target’, where annual bonus and long-term incentives vest at on-target levels;
– maximum, where all variable pay components vest in full; and
– maximum, where all variable pay components vest in full including 50% share price growth
The charts are based on proposed IMI Incentive Plan awards for 2024. The assumptions made under the scenario including 50% share
price growth is that all LTI awards increase in value by 50% and no payments are deferred into shares. No dividend assumptions are
made and all-employee share plans are excluded from the scenario tables.
Minimum
On-target
Maximum
Maximum
with share
price growth
2,819
952
100%
34% 29% 37%
20% 36%
44%
17% 29% 54%
4,687
5,724
Roy Twite
Long-term incentives Fixed remunerationAnnual bonus
Minimum
On-target
Maximum
Maximum
with share
price growth
1,553
688
100%
44% 28%
28%
28% 36%
36%
24% 30% 46%
2,418
2,851
Daniel Shook
Long-term incentives Fixed remunerationAnnual bonus
IMI plc Annual Report 2023
138

Minimum On-target Maximum
Maximum
with share
price growth Minimum On-target Maximum
Maximum
with share
price growth
Salary 830 830 830 830 Salary 577 577 577 577
Pension 91 91 91 91 Pension 63 63 63 63
Benefits 31 31 31 31 Benefits 48 48 48 48
Annual Bonus 0% 100% 200% 200% Annual bonus 0% 75% 150% 150%
IIP 0% 125% 250% 250% IIP 0% 75% 150% 150%
Percentages in the above tables are percentages of salary.
Changes from current policy
The remuneration policy below is broadly unchanged from the remuneration policy approved at the AGM in 2021. The key changes are:
– Extension of the clawback and malus provisions for future incentive awards, to include corporate failure as a trigger event.
– Minor wording changes to align the report with market practice and to provide the Committee with sufficient flexibility to operate
theremuneration policy as needed.
Future policy table – executive directors
Fixed elements of executive remuneration
Component & purpose Operation Annual opportunity
Salary
Reflects individual
performance and
personal contribution
todelivering strategy.
Setin the context of
totalpaylevels.
Normally reviewed annually with changes effective
fromJanuary.
The Committee takes into account a range of factors when
determining salary levels, including: the level of increase for
the wider workforce, market data for companies of a similar
size and complexity, market data for companies in the same
sector, business performance, external economic factors,
the complexity of the role, the incumbent’s experience
andperformance.
Salary increases will normally be at or below
the level awarded to the wider workforce,
however, increases above this level may
beawarded in certain circumstances,
forexample (but not limited to):
– where a new executive has been
appointed at a lower salary level with
stepped larger salary increases made as
the executive gains experience
– where larger salary increases are deemed
necessary to reflect changes in market
practice and/or to reflect a material
increase in the size, scale or complexity
ofthe business
– where there has been a material increase
in the scope of the role
Pension
Provides for retirement
and supports
successionplanning.
A cash allowance in lieu of pension is paid monthly or
amonthly payment will be paid directly into a defined
contribution pension arrangement with the
Committee’sapproval.
Pension levels are linked to average
workforce levels (currently 11%).
Benefits
Protects the wellbeing
ofexecutives and
provides fair and
reasonable market
competitive benefits.
The policy provides a normal range of benefits to executive
directors. These include but are not limited to:
Non-cash: private healthcare for themselves and their
family, health screening, life insurance, and other ancillary
benefits including the use of a company driver.
Cash and taxable allowances: car and fuel allowance,
personal tax advice.
Relocation costs: where it is in IMI’s interests to request
thatexecutives work in a different country or region then
wemay pay relocation and provide benefits and allowances
in line with IMI’s Global Mobility Policy.
Expenses: expenses that are incurred by an executive
director in undertaking their role are reimbursed together
with any tax arising on such benefits where the Company
considers it fair and reasonable to do so. Typically these
might include business travel, meals and entertainment, and
are provided in the form of an allowance or reimbursement.
The value of benefits vary year-on-year
depending on the circumstances of the
individual, the cost of providing the benefit
and the geography in which the executive
isbased. There is no maximum benefit level.
Should it be appropriate to relocate an
executive director or to recruit an executive
director from overseas, flexibility is reserved
to provide benefits that ensure that the
individual and IMI can both achieve the
commercial purpose of this relocation.
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Remuneration
Directors’ Remuneration Policy Report continued
Variable elements of executive remuneration
Component & purpose Operation Annual opportunity Performance
Annual Incentive Bonus
Drives and rewards
performance against
annual financial, strategic
and operational goals,
which are consistent
withthe medium to
long-term strategic
goalsof IMI. Considers
individual behaviours
andcontributions.
Based on annual performance relative
tosettargets.
If the executive has not achieved their share
ownership guideline, up to half of any bonus
shall be invested into IMI shares for at least
three years. Once the share ownership
guideline is met, an executive can then elect
to receive their bonus in cash and/or shares.
Dividends (or equivalent value payments)
accrue and are payable in cash or shares
when shares are released.
Recovery provisions are included in the plan
rules allowing for malus and clawback.
Up to a maximum of 200%
ofsalary
Percentage of award
payable(straight-line
between points):
Threshold 0-20%*
Target 50%
Maximum 100%
* Determined at the discretion of the
Remuneration Committee at the
outset of each award.
In 2024, the performance
measures will be Group
adjusted profit before tax
(80%), and strategic and
personal objectives (20%),
with a health and safety and
ESG underpin.
The Committee has the
discretion to determine
theappropriate measures,
targets, and ranges annually.
Normally these will be a
combination of measures
linked to thefinancial and
operational performance
ofIMI and non-financial
personal objectives.
IMI Incentive Plan (IIP)
Incentivises long-term
value creation,
aligningthe interests
ofexecutives and
shareholders through
share awards.
Performance metrics
support the long-term
strategy of IMI and the
vehicle and time horizon
provides a retention
toolfor key executives.
The Committee can make annual share-
based awards. Dividends (or equivalent value
payments) accrue and are payable in cash
orshares in respect of vested awards.
Any vested performance share awards will
besubject to a sale restriction for a period
of2 years from the date of vesting, subject
to theexecutive being permitted to sell
suchnumber of shares as may be required
tosettle tax liabilities as they may arise.
Inaddition the share ownership
guidelinesapply.
Recovery provisions are included in the
planrules allowing for malus and clawback.
Normal award: Up to 250%
of salary
Maximum or Exceptional
award: 400% of salary
(tobeused in exceptional
circumstances only e.g.
uponrecruitment
2
)
If an award above the
normalmaximum is made,
full details will be provided
inthe following year’s
AnnualDirectors’
Remuneration Report.
Percentage of award
payable(straight-line
between points):
Threshold 25%
Maximum 100%
In 2024 the performance
measures
1
will be Adjusted
EPS growth (30%), relative
TSR (30%), ROIC (30%), and
total CO
2
intensity (Scope 1
&2) reduction against the
2019 base figure (10%).
Performance under these
metrics will be measured
over 3 years.
The Committee has
discretion to determine
appropriate measures,
targets and ranges in
respectof each award.
1 These are the same performance measures as 2023.
2 Refer to page 142 for further details.
IMI plc Annual Report 2023
140

Other executive director remuneration policies
Share ownership guidelines
It is a requirement of the remuneration policy that executive directors are subject to guidelines which require them to build a
shareholding in IMI worth at least 250% of salary for the Chief Executive Officer, and 200% of salary for the Chief Financial Officer (and
other executive directors if applicable). Policy permits the Committee to determine that up to 50% of any annual bonus earned may be
deferred into shares until the share ownership guideline is achieved together with up to 50% of any vested performance share awards.
Each executive is then required to maintain at least this share ownership guideline level (subject to allowances for share price
fluctuations and changes in base salary thereafter). When assessing compliance with this guideline the Committee reviews both the
level of beneficial share ownership and vested but unexercised share incentive awards on a post-tax basis.
Post-employment shareholding guidelines
Post-employment shareholding requirements require executive directors to hold 100% of their shareholding requirement (or if less,
allshares held) for two years following departure. This will be implemented by signed agreement. The Committee will have discretion
toallow sale where there are exceptional reasons.
Additional notes to the future policy table
Setting and assessing performance measures and targets
The Committee reviews and selects performance measures, targets and ranges annually, which take account of the economic conditions
and the priorities of IMI at the time. Details of the performance measures are included in the Annual Report each year. At the time of
selecting performance measures, the Committee determines the performance targets that will apply in respect of each measure. Factors
that the Committee may consider include the strategic plan, the annual budget, analysts’ forecasts, economic conditions, environmental
considerations, social considerations, governance matters, individuals’ areas of responsibilities and the Committee’s expectations over the
relevant period. The Committee retains overall discretion to override the formulaic outcomes of the annual bonus and IIP in circumstances
in which it deems appropriate e.g. if the outcome of a measure is not reflective of underlying performance.
Principles for the impact of corporate transactions
The Committee has established principles that determine the way in which corporate transactions will impact remuneration. It is
clearthat any corporate transaction, which is in the best interests of IMI and its shareholders, should not have an adverse impact
onremuneration. The principles include the need for management to be treated in a manner consistent with shareholders in respect
tothe rights to equity, that performance should be measured on a like-for-like basis, and that there should be no compensation for
adverse or favourable tax consequences.
Recovery provisions
The Committee has the power to operate malus and/or clawback provisions in the event that:
– the Company misstated financial results;
– the Company suffers serious reputational damage;
– if there was an error or miscalculation in determining the size of the award;
– gross misconduct by an executive;
– corporate failure; and/or
– the Remuneration Committee has made decisions using erroneous or misleading data.
The provisions enable the Committee to reduce future annual bonus payments, reduce the number of shares under any form of share
award, and/or require the individual to make a payment to the Company on terms deemed to be fair and reasonable by the Committee.
All-employee share plans
IMI operates a HMRC approved Savings Related Share Option Scheme which is open to all of the Group’s UK employees, including the
UK-based executive directors. The scheme seeks to encourage share ownership amongst the broader employee population in a tax
efficient manner and operates subject to statutory requirements including a limit on the level of savings that can be used to acquire
shares. The Group also has an all-employee share ownership plan, which executive directors can participate in on the same terms as
other employees.
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Remuneration
Directors’ Remuneration Policy Report continued
Differences in the remuneration policy for executives relative to the broader employee population
The remuneration framework in place for the executive directors is informed by the remuneration structure that applies to the broader
employee population. While absolute levels and the provision of certain components, benefits and allowances vary by geography and
level, the overarching themes are consistent:
– we aim to offer competitive remuneration at all levels of the organisation to attract and retain highly qualified employees;
– salaries are reviewed annually with any increases made on a discretionary basis and informed by factors such as those set out in the
policy table;
– employee pay is regularly reviewed against Living Wage indices to ensure all employees receive a wage that is at least in line with the
applicable living wage in their geographical location;
– consistent with executive directors, the leadership group participates in annual bonus plans with measures linked to corporate, sector
and/or local performance depending on seniority;
– a wider senior leadership population can be considered for awards under the IIP. IMI’s share plans are intended to encourage share
ownership at all levels of the Group. The all-employee plans described above are offered on consistent terms to all employees in the
geographies where the plans operate; and
– eligibility for and provision of benefits and allowances varies by level and local market practice. For senior managers, it is standard
toreceive a company car allowance. The Chief Executive Officer and Chief Financial Officer are already aligned with the pension
provision provided to the wider workforce.
Appointments to the Board
Base salary will be set taking into account factors including market levels, experience, internal relativities and cost. The Committee may
determine that an initial positioning below market is appropriate and in those circumstances, realign base salary in the years following
appointment, which may result in an exceptional rate of increase in the short-term. Any reliance on this principle will generally be noted
at the time of appointment. The theoretical maximum variable pay opportunity that can be awarded in one year will be up to 200% in
annual bonus and up to 400% in an IIP award, this maximum does not include the value of any ‘buy-out’ awards.
As part of the appointments policy the Committee may also:
– continue with the provision of existing legacy remuneration components relating to pension, benefits and allowances for
internalappointments;
– provide benefits, allowances and/or payments related to relocation; and/or
– make a long-term incentive award on appointment, outside of the annual cycle, under the existing shareholder approved share plan
to provide an immediate interest in company performance. The Committee will determine the level of any award, performance
conditions and time horizon informed by the business circumstances at the time. The maximum total value of long-term incentive
awards in any given year is 400% of salary and will only be used in exceptional circumstances.
In addition, the Committee may consider ‘buying–out’ incentive awards, up to an approximate equivalent value to award the individual
forfeits in accepting the appointment. To achieve this, the Committee will use the shareholder approved plan wherever possible.
When making their decision, the Committee will be informed by the vehicles, time horizons, value and performance targets associated
with any forfeited awards.
Service contracts will be rolling contracts entered into on the following terms:
– notice period: 12 months’ notice by either party
– payment in lieu of notice: as determined by the Committee, but restricted to salary, benefits and pension.
IMI plc Annual Report 2023
142

Termination and loss of office
The primary principle underpinning the determination of any payments on loss of office is that payments for failure will not be made.
Service contracts and plan rules have been drafted in such a way that the Committee has the necessary powers to ensure this.
Ondeparture, the Committee will take into account factors including the reason for the executive leaving, performance during the time
served in the year and contractual obligations when approving any payments. When an executive is terminated for cause there is no
entitlement to salary, pension, benefits or an annual bonus and unvested share awards lapse.
The following table provides a summary of the treatment of each component of pay applicable for the current executive directors.
Itshould be noted that the Committee applies judgement in determining whether an individual is classed as a good leaver or otherwise
under the share plans and is authorised to reach compromise agreements with departing executives. Agreed departure can include
death, ill health, redundancy or retirement.
Payment Agreed departure Differences in a change in control situation
Salary, pension
andbenefits
The Committee may make payment in lieu of notice. None.
Annual bonus Individuals can be considered for a bonus; factors such
astime served during the performance period and
performance can be taken into account.
Deferred bonuses vest.
Performance to the date of the event taking
place will be considered in determining
whether any bonus should be payable,
subject to the overall maximum applicable
tothe relevant individual.
In certain situations (as defined in the
planrules) rollover awards of a broadly
equivalent nature can be offered for
deferredbonus awards.
IIP performance
shareawards
Performance measured at the end of the performance
period, or at the date of cessation of employment.
Pro-rating for time elapsed at cessation ofemployment
willbe considered by the Committee.
Vested awards which are subject to a holding period will
notnormally be forfeited on a termination and the holding
period will continue to apply to such awards (although the
Committee may release awards early from the holding
period in appropriate cases). If the reason for termination
ismisconduct, vested awards which are subject to a
holdingperiod may be forfeited in whole or in part under
therelevant provisions.
Similar to agreed departure with the
following differences:
A reduction in the exercise period for vested
but unexercised awards.
Performance and time elapsed will be taken
into account, but the Committee may
enable awards to vest in full.
In certain situations (as defined in the plan
rules) rollover awards of a broadly equivalent
nature can be offered.
Other The Committee may approve other limited payments
whichmay include legal fees connected to the departure,
untaken holiday, out-placement and repatriation.
Similar to agreed departure.
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Remuneration
Directors’ Remuneration Policy Report continued
Considerations taken into account when setting our directors’ remuneration
Employment conditions at IMI
When setting the remuneration policy and when determining its implementation for executive directors the Committee takes into
account a number of factors including the broader employment conditions within IMI. More specifically:
– the Committee reviews budgeted salary increases across the Group when assessing the appropriateness of any increases for the
executive directors;
– in making decisions the Committee also takes account of the internal relativities against the reference group and within the wider
leadership group and the wider workforce; and
– the Committee and the Board receive information from employees on a variety of matters including remuneration. This information
isconsidered during the decision making process, however the Committee did not formally consult with employees regarding this
remuneration policy.
Details of these comparison metrics will be included every year in the Annual Remuneration Report.
Shareholder views
A formal shareholder consultation process was undertaken in the autumn of 2023 to gather investor feedback on the proposed
remuneration policy as set out herein. Shareholders were generally supportive of the proposals and their feedback has been taken
intoaccount during the development of the new remuneration policy set out here.
Chair and non-executive directors
Letters of appointment
The letters of appointment set out key duties, including appropriate time commitments, provisions for induction and familiarisation
withthe businesses and wider senior management team and require approval for other directorships and potential conflicts of interest.
There are no provisions for the Company to give notice, but non-executives are required to give one months notice to the Company.
Directors are required to seek re-election by shareholders at each AGM.
The letters of appointment are available for inspection at the Annual General Meeting and the Company’s registered office. The date
ofthe non-executives current letters of appointment are included in the Corporate Governance report on page 115.
Appointments to the board
Any contractual terms will be consistent with those currently adopted for existing non-executive directors updated as necessary
forlegal reasons and to reflect best practice. The Chair and non-executive directors are not eligible to receive any variable pay.
Onappointment, fees for non-executive directors will be consistent with the policy in place at the time of appointment. If necessary,
tosecure the appointment of a new Chair who is not based in the UK, payments relating to relocation and/or housing may beprovided.
Chair and non-executive directors
The table over the page summarises the policy with respect to the remuneration of the Chair and non-executive directors. No component
of remuneration is linked to performance, there are no provisions for the recovery of sums paid or the withholding of any payments
andthere are no provisions for the Company to pay compensation on early termination.
IMI plc Annual Report 2023
144

Future policy table – Chair and non-executive directors
Component Purpose Operation Annual opportunity
Base fees To attract and retain
high-calibre individuals by
offering market-competitive
fees, commensurate to the
time commitment and
experience that is required.
Fees are reviewed annually and
canbepaid in cash and/or shares.
Benchmarked against companies
ofasimilar size and complexity.
When setting fees, factors considered
include the level of increase for
employees moregenerally, market
data,business performance, external
economic factors, the skills required,
time requirements and cost.
In respect of the Chair, IMI also
considers the individual’s profile
andexperience.
As of 31 December 2023, the Chair’s fee
was £367,800 paid in cash. Fees can be
paidin a combination of cash and/or
IMIshares.
At 31 December 2023 base fees for the
non-executive directors were £73,675
paid in cash.
The fees were reviewed at the end of
2023 and increased by 4.5% with effect
1 January 2024.
Additional fees To reflect the additional time
required when an individual
chairs a committee,
isappointed as senior
independent director,
orisotherwise required to
assume additional duties.
Fees are reviewed annually and can
bepaid in cash and/or shares.
The Chair is not eligible toreceive
additional fees for being Chair ofthe
NominationsCommittee.
Fees are benchmarked where
appropriate and set in a manner
consistent with base fees (seeabove).
Fee levels in place at 1 January 2024:
Audit and Remuneration Committee
chairs: £19,250
Senior independent director: £12,800
Employee engagement and ESG
non-executive director: £11,750
Benefits To reimburse reasonable
business expenses.
Reimbursement in cash on production
ofreceipts or other proof of payment
ofbusiness expense.
All reasonable travel and other expenses
incurred by the Chair and non-executive
directors in carrying out their duties
together with any tax arising on such
benefits, are reimbursed where
theCompany considers it fair and
reasonable to do so. Typically these
might include business travel, meals and
entertainment, and are provided in the
form of an allowance or reimbursement.
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Remuneration
Annual Directors’
Remuneration Report
The Committee
Composition
The members of the Committee throughout the year were Caroline Dowling (Chair), Katie Jackson and Dr Ajai Puri. In accordance with
the UK Corporate Governance Code, all members are independent non-executive directors. Caroline Dowling meets the requirements
of the UK Corporate Governance Code having more than 12 months’ previous experience on a remuneration committee before being
appointed Remuneration Committee Chair.
The remaining members of the Board, the Chief People Officer, the Head of Group Reward and the Company’s independent
remuneration consultants also attend meetings by invitation. The Company Secretary attended each meeting as Secretary to the
Committee. No director participates in any discussion relating to their own remuneration.
Responsibility
The Committee determines the Remuneration Policy and rewards for the executive directors and other members of the Executive
Committee and the Chair. The Committee also considers the levels of pay and benefits across the Group. A copy of the Committee’s
terms of reference (which were reviewed and refreshed in 2023) are included in the IMI Corporate Governance Framework and are
available on our website.
External advisers to the Committee
Independent remuneration consultant, Willis Towers Watson (WTW), is formally appointed by the Committee and provided advice on
executive remuneration to the Committee in 2023. The Committee noted that the firm are actuaries and administrators for IMI’s UK
Pension arrangements. TheCommittee is comfortable that these activities do not represent a conflict of interest and that objective
andindependent advice continues to be received by the Committee from the dedicated team servicing it at WTW.
The fees charged by WTW in respect of advice and services to the Committee totalled £85,500 in 2023.
WTW are signatories to the Remuneration Consultants’ Code of Conduct in the UK.
On behalf of the Board, the Remuneration Committee (the Committee)
presents the Annual Directors’ Remuneration Report, which will be put to
shareholders for an advisory (non-binding) vote at the Annual General
Meeting to be held on 9 May 2024. The report includes details of the work
of the Committee, the pay received during the year in accordance with
our current Directors’ Remuneration Policy, approved by shareholders at
the Annual General Meeting in May 2021. A copy of the approved
Directors’ Remuneration Policy is included in the 2020 Annual Report
which can be found on the IMI website.
IMI plc Annual Report 2023
146

A summary of the Committee’s activities during 2023
The Committee held three formal meetings during the year; attendance can be viewed in the table on page 115. The principal agenda
itemswere as follows:
– A review of total compensation packages of the members of the Executive Committee taking into account wider workforce
remuneration and related policies
– Approval of the 2023 share awards to members of the Executive Committee
– Approval of achievements and outcomes under the incentive plans
– Review and approval of a fee increase for the Chair
– Review and approval of base salary increases for the executive directors
– Review and approval of the proposed remuneration policy for 2024
– Review of IMI’s gender and ethnicity pay gap data for 2023
– Review of remuneration policies and practices to ensure they remain compatible with the Company’s purpose, values and strategy
– Review of the performance of the independent remuneration consultants to the Committee
– Review of risks as they relate to executive compensation
– Review of the Committee’s own performance and terms of reference
Annual General Meeting voting outcomes
The following table summarises the details of votes cast for and against the 2022 Annual Directors’ Remuneration Report along with the
number of votes withheld. The Committee will continue to consider the views of, and feedback from, shareholders when determining
and reporting on remuneration arrangements.
Voting item Votes for % Votes against % Votes withheld #
Directors’ Remuneration Report (2023 AGM) 95.91% 4.09% 1,089,315
Directors’ Remuneration Policy (2021 AGM) 93.40% 6.60% 2,365,464
Executive single figure table (audited)
Fixed pay (£000)
Annual variable
pay (£000)
Long-term
variable
pay (£000)
Other items in
the nature of
remuneration
(£000)
Director Base salary Pension
1
Taxable
benefits
Annual
incentive
bonus
IMI
Incentive
Plan (IIP)
All-employee
share plans
Total
(£000)
Total fixed
pay (£000)
Total
variable
pay(£000)
See page Page 148 Page 148 Page 149
Pages 151 to
156
Pages 156
to 157 Page 159
Roy Twite 2023 794 87 31 1,550 1,891 4 4,357 912 3,445
2022 760 84 32 757 2,333 4 3,970 876 3,094
Daniel Shook 2023 529 58 48 763 721 4 2,123 635 1,488
2022 506 71 52 372 890 4 1,895 629 1,266
1 Daniel Shook’s pension allowance reduced as per the following schedule: from 1 January 2021: 17% of salary; from 1 January 2022: 14% of salary; and from 1 January
2023: 11%ofsalary.
Roy Twite served on the Board of Halma plc during the year and received fees of £75,000 in respect of this appointment,
whichheretained.
147
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Remuneration
Annual Directors’ Remuneration Report continued
These figures have been calculated as follows:
Base salary and fees: the actual salary receivable for the year.
Pension: the cash allowance paid in lieu of pension.
Taxable benefits: the gross value of all taxable benefits (or benefits that would be taxable for a person tax resident
intheUK) received in the year.
Annual incentive bonus: the value of the annual incentive payable for performance in respect of the relevant financial year
(uptohalf is automatically delivered in the form of deferred bonus share awards, when the executive
director does not meet their share ownership requirement), however, the plan rules permit payments
tobe made wholly in cash.
IMI Incentive Plan (IIP): the value on vesting of the nil cost options that were subject to performance conditions over
thethree-year period ending on 31 December in the relevant financial year (see share price
assumptions below).
Share price assumptions: for shares vesting in 2024, that related to performance in the three years to 31 December 2023, the
average share price over the final three months of 2023 (1,560.44 pence) is used to estimate thevalue
ofshares on vesting. The value attributed to share price appreciation in respect of the 2021 award
(based on the three month average share price at 31 December 2023) was £301,402 for Roy Twite and
£114,939 for Daniel Shook. This equates to 16% of the total award vested for both executive directors.
For the 2022 financial year the IIP figure for the executive directors was estimated based on the share
price (1,305.38 pence) over the final 3 months of the financial year. The figure has been restated based
on the actual share price on vesting of 1,469.00 pence. The difference between the estimated figures
and the actual figures are £260,000 for Roy Twite and £99,000 for Daniel Shook. The adjusted
percentage attributed to share price appreciation equates to 45%.
All-employee share plans: the value of free shares at award and dividends under the Employee Share Ownership Plan in the
relevant financial year and the intrinsic value of Save as You Earn share options on the date of grant
inthe relevant financial year (applying a 10% discount as permitted under the Save as You Earn
SharePlan).
Total fixed pay: Sum of fixed pay columns.
Total variable pay: Sum of annual incentive bonus, IMI Incentive Plan (IIP), all-employee share plans, and dividend
equivalent payments (if applicable).
Executive remuneration received in respect of 2023
Base salary
Consistent with prior years, salary increases effective 1 January 2023 considered a range of factors including the increases for the wider
workforce, the financial performance of the Group and prevailing economic conditions.
For 2023 the Chief Executive Officer and Chief Financial Officer received a 4.5% base salary increase which was 1.6% lower than the
average increase awarded to the wider workforce. Effective 1 January 2023, the base salary for the Chief Executive Officer was £794,200
and the base salary for the Chief Financial Officer was £529,100.
Pension
Effective from the date of his appointment as Chief Executive Officer, Roy Twite received a cash allowance equivalent to 11% of base
salary which is consistent with the average global employee pension opportunity for employees.
Daniel Shook, Chief Financial Officer received a cash allowance of 14% of salary on 1 January 2022. His allowance reduced by 3%
on1 January 2023 to 11% of base salary which is consistent with the average global employee pension opportunity for employees.
IMI plc Annual Report 2023
148

Pension benefits for past service
Roy Twite was previously an active member of the defined benefit IMI Pension Fund, the assets and liabilities under which were
transferred to either the IMI 2014 Pensioner Fund or the IMI 2014 Deferred Fund (the Fund) in 2014. He opted out with effect from
1 February 2007, before he became an executive director, and as a result he retains past pensionable service up to that date in the Fund.
The key elements of the benefits in the Fund are summarised below:
– The normal retirement age under the Fund is 62 and Roy Twite may retire from employment with IMI any time after age 60 without
anactuarial reduction applied to his pension
– On death after retirement, a dependant’s pension is provided equal to 50% of the member’s pension
– Should he die within the first five years of retirement, the dependant’s pension is increased to 100% of the member’s pension for
theremainder of the five-year period
– Pensions in payment more than any guaranteed minimum pension, are increased each year in line with price inflation up to a
maximum of 5% in respect of pension built up before 1 January 2006, and 2.5% in respect of pension built up after 1 January 2006
Director
Accrued pension in the Fund
as at 31 December 2023
£000pa
Accrued pension in the Fund
as at 31 December 2022
£000pa
Roy Twite 87 83
Benefits
During the year the executive directors received several benefits, which are summarised below.
Roy Twite Daniel Shook
2023 2022 2023 2022
Non-cash benefits (£000) 11 12 34 38
Company car and fuel allowance (£000) 20 20 14 14
Allowances and reimbursement (£000) – – – –
Total 31 32 48 52
In addition to the above benefits and allowances that are included in the single figure table (refer to table on page 147), the executive
directors are also beneficiaries of company policies that have no taxable value, including directors’ and officers’ insurance, death in
service cover, travel insurance and personal accident cover.
How our remuneration policy aligns to the factors set out in the UK Corporate Governance Code 2018
The table below shows how our policy addresses the remuneration factors set out in provision 40 of the 2018 UK Corporate
Governance Code.
Remuneration factors Remuneration Committee meetings
Clarity Our policy is designed to ensure pay for performance, be aligned to our strategy and be transparent.
Webelieve this is clearly communicated to our stakeholders and understood by them.
Simplicity Executive director remuneration is comprised of distinct elements: fixed pay, annual bonus award and the
long-term incentive award.
Risk A number of features within the Remuneration Policy exist to manage different kinds of risks; these include:
– Malus and clawback provisions
– Post-employment shareholding requirement
– Deferral of remuneration and holding periods
– Remuneration Committee discretion to override formulaic outturns to ensure incentive outcomes reflect
underlying business performance and shareholder experience
– Limits on awards specified within the policy and plan rules
Predictability Target ranges and potential maximum payments under each element of remuneration are disclosed in
ourpolicy and to the participants. The Committee regularly reviews the performance of inflight awards,
soitunderstands the likely outcomes.
Proportionality Poor performance should not be rewarded. Therefore, a key portion of remuneration is linked to
performance and requires achievement against challenging and stretching targets.
Alignment to Culture The Committee believes our remuneration structure is appropriately aligned to our values as demonstrated
by the following table.
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Remuneration
Annual Directors’ Remuneration Report continued
IMI Incentive Plans
Our Remuneration Policy is aimed at enabling our business model and is aligned to our values and the delivery of the strategy.
The table below sets out our 2023 values and KPIs and how these incentivise and reward our executives for achievement of the KPIs.
KPI Why it is important and how is it incentivised?
Annual
bonus IIP
Customer
intimacy
Organic sales growth* – Important part of building sustainable value for shareholders
– Fundamental to achieving sustainable profitable growth
– Growth Hub bookings/revenue targets included in personalobjectives
Adjusted operating
profit*
– Generates value for our shareholders and create more opportunity
toinvest further
– Group PBT is a core annual bonus performance metric
Playing to win
Cash conversion* – Supports investment in our business and enables IMI to provide
returns to shareholders through dividends
– Ensures a strong balance sheet, giving customers and suppliers
confidence in the future of IMI
– Free cash flow management will be considered by the Remuneration
Committee when determining the annual bonus performance
Return on
investedcapital
– Indication of IMI’s ability to deploy capital effectively
– ROIC is a core IIP performance metric
Adjusted earnings
pershare
– Creating consistent long-term value for shareholders
– EPS is a core IIP performance metric
One big team
Employee
engagement*
– Key to retaining the existing skills and promoting and attracting
employees who bring new ideas and capabilities
– Employee engagement targets are explicitly included in directors’
personal objectives for the annual bonus plan
Integrity
Total Recordable
Incident Frequency
Rate*
– The health and safety of all who work at IMI is paramount
– Closely linked to our business success, including attracting and
retaining the best talent
– Each director has a specific Total Recordable Incident Frequency Rate
personal objective for the annual bonus plan
– The annual bonus plan has an ESG underpin which could result in
reduced vesting outcomes if IMI underperform
CO
2
Intensity* – Our purpose, Breakthrough engineering for a better world, drives our
strategy and our ambition, including our commitment to halve our
total CO
2
intensity by 2030 (based on 2019 Scope 1 & 2 emissions)
– Each director has a specific CO
2
intensity target included as a personal
objective for the annual bonus plan
– CO
2
Intensity reduction (Scope 1 & 2) is a core IIP performance metric
* Whilst these measures are not explicit annual incentive bonus metrics, they contribute significantly towards adjusted profit before tax, a core annual incentive bonus metric.
IMI plc Annual Report 2023
150

Annual incentive bonus
In setting targets and assessing performance the following process is adopted by the Committee:
1 2 3 4 5
Set performance
measures aligned with
strategy and budget
Set stretching
performance targets
Assess performance Take account of wider
circumstances
Discretion to override
formulaic outcomes
andto apply malus
andclawback
As per the Policy, the Committee reviews and selects performance measures, targets and ranges annually, which take account of the
economic conditions, strategy and the priorities of IMI at the time.
Set performance measures aligned with strategy and budget
The Committee reviewed and selected performance measures for 2023 that were fully aligned to the business strategy and the annual
budget as approved by the Board in December 2022. The 2023 annual incentive bonus focused on just one financial metric and
non-financial strategic and personal objectives metric:
– Group adjusted profit before tax (80%)
– Strategic and personal objectives (20%)
Free cash flow was also monitored and, if it materially underperformed against budget, the Committee may consider applying
downward discretion.
There was also an Environmental, Social & Governance (ESG) underpin to provide discretion for the Committee to take into account any
relevant ESG matters when determining bonus outcomes.
For 2024, see page 165 for information regarding the financial metric.
Set stretching performance targets
In setting stretching performance targets the Committee considered a range of influencing factors that included the strategic plan,
theannual budget, analysts’ forecasts, economic conditions, individuals’ areas of responsibilities and the Committee’s expectations
overthe relevant period.
Notwithstanding stretching targets are set at the outset, the Committee will also consider the application of discretion at the end of the
performance period if relevant.
The performance target range itself was established based on the annual budget and required significant outperformance for executive
directors to achieve the maximum.
Assess performance
Results were ahead of expectations:
– Group revenue of £2,196m increased by 7% and adjusted operating margin increased by 90bps, statutory operating margin was 10bps
lower than last year
– Group adjusted profit before tax increased from £346m to £387m, statutory profit before tax increased from £285m to £302m
– Adjusted Basic EPS increased from 105.5p to 116.8p
The Alternative Performance Measures referred to above are defined in Note 3.
1
2
3
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Remuneration
Annual Directors’ Remuneration Report continued
Take account of wider circumstances
The Committee believes that the range of measures used to assess performance of the annual incentive bonus ensures that
performance is assessed using a balanced approach, that is fully aligned with the business strategy.
The Committee also considers the wider workforce remuneration and policies when making decisions on executive remuneration.
Given the performance noted above and wider operational achievements, the Committee is comfortable that the 2023 annual incentive
bonus outcomes represent a fair reward for performance delivered. This includes reviewing wider employee remuneration as part of the
decision making process and actively engaging with employees to obtain feedback on remuneration policies as described on page 119.
Discretion to override formulaic outcomes and to apply malus and clawback
Depending on the circumstances, the Committee may exercise judgement in assessing performance and determining the level
ofachievement.
Under the current policy, the Committee has full discretion to override formulaic outcomes, reduce the amount of any annual bonus,
reduce the number of shares (subject to any form of share award) and/or to require a repayment to the Company in the event it is
discovered that the Company has misstated its financial results, there has been an error or miscalculation in respect of an award, there
has been gross misconduct, there is erroneous or misleading data or in any other circumstances as the Committee sees fit. Such other
circumstances may include, but are not limited to, serious reputational damage or corporate failure.
The Committee has considered the position and determined that for 2023 it is not appropriate for any reason to exercise the discretion
to override formulaic outcomes or recover amounts previously awarded.
Summarised in the table below is the achievement against Group targets applicable for Roy Twite and Daniel Shook.
Director Measure
Maximum
opportunity
(% of bonus
opportunity)
Performance targets
Actual
performance
(£m)
Actual
performance
(% out of 100)
Actual performance
as a percentage of
metric weightingThreshold Target Maximum
All executive
directors
Group adjusted
profitbefore tax
1
80% £329.8m £366.4m £384.7m £394.9m 100% 80%
Strategic and
personalobjectives 20% See table on pages 153 to 155
100%
1 Adjusted Group profit before tax, as set out in the Consolidated Income Statement on page 183, adjusted for the impact of foreign exchange, acquisitions and disposals.
Strategic and personal objectives
As part of the strategic growth plan, the Committee sets each executive director several strategic and personal objectives each year.
Performance against these objectives is assessed using a combination of quantitative and qualitative reference points to ensure a robust
assessment process. Mid-way through the year the executive is reviewed against their progress towards achieving the strategic and
personal objectives with a full review undertaken by the Committee at the end of the performance period. As well as performance
against strategic and personal objectives, the Committee considers the wider performance of the Group.
4
5
IMI plc Annual Report 2023
152

A summary of the strategic and personal objectives set for 2023 and the performance against them is provided in the table below.
Director
2023 Strategic and
personalobjectives Commentary
Weighting
(%ofmaximum)
Performance
achieved
(%ofmaximum)
Roy Twite Strategic growth: Focus the
entire management team on
creating sustainable better world
profitable growth. Work with the
Platform CEOs to ensure we have
the best leadership and winning
strategies in each sector of the
organisation. Actively engage
andsupport the Growth Hub
initiatives to deliver substantial
order book growth in 2023.
– The IMI strategy continues to be deployed
successfully. Adjusted profit before tax increased
by 12% whichis ahead of market expectations.
– Revenues have increased by 7% in very
mixedmarkets.
– Earnings per share growth was 11% resulting
inIMIre-entering the FTSE 100 in 2023.
– Growth Hub orders have substantially increased
to£89m in 2023 compared to £52m in 2022.
Inparticular, Retrofit3D and EroSolve both reached
£20m bookings, and connected products now
account for c. 25% of Climate Control sales.
– Complexity-reducing rationalisation projects
ascommunicated to the Board and City have
delivered £20m benefits.
20% 88%
Strengthen organisation:
Continue to accelerate the
IMIExecutive Committee’s
performance. Build succession
tothe Executive and drive
succession depth across
theorganisation.
– The IMI Executive Committee is functioning well
andleading IMI’s success.
– Internal succession plans are in place, with strong
candidates for the Executive Committee members.
– Detailed talent reviews have been carried out to
support the development of career pathways for
high potential employees and improve mobility
across IMI.
Deliver projects: Focus the entire
management team on profitable
growth, ensuring each part of
theorganisation is designed
mostappropriately to achieve
this. Optimise each sector’s
performance to deliver the
strategic plan.
Ensure the completed
acquisitions have robust
integration planning and
resourcing to achieve the
acquisition business cases.
– The new IMI operating structure was successfully
deployed in 2023, providing IMI with greater
opportunities to harness innovation, leverage
talentand utilise sales synergies to deliver greater
revenues and cost savings.
– All recent acquisitions are now fully integrated
intothe organisation. PBM which was acquired
in2019 is achieving its business case. Heatmiser
acquired in 2022 delivered results in line with
thebusiness case.
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Remuneration
Annual Directors’ Remuneration Report continued
Director
2023 Strategic and
personalobjectives Commentary
Weighting
(%ofmaximum)
Performance
achieved
(%ofmaximum)
Environment: Focus on elevating
the visibility of IMI’s progress and
developing our tangible metrics
and targets, particularly regarding
Scope 3 emissions reductions.
Reduce IMI’s Group water
intensity by 0.5% in 2023.
Continue to monitor and review
that Health & Safety, quality
andrisk improvement plans are
robust across the organisation.
– IMI’s carbon intensity (Scope 1 & 2) improved to
1.98 CO
2
e in 2023 and we remain ahead of our
target of halving our total CO
2
intensity by 2030.
– IMI electricity consumption has reduced by 7% and
resulted in a corresponding reduction in absolute
Scope 2 emissions of 657 tonnes. Water intensity
has reduced to 9.6m
3
per 1,000 hours worked
compared to a target of 9.95m
3
for 2023.
– Non-recycled hazardous waste reduced from
392tin 2022 to 321t in 2023, a reduction of 18%.
– We submitted our near-term and net zero targets
to the SBTi for validation in relation to Scope 1, 2
and 3 emissions.
– A huge focus was put into Health and Safety which
remains our number one priority. Over 34,000
hazards were detected globally by our workforce,
up 14% on 2022, with 92% fixed within 30 days.
Despite this our TRIFR increased slightly to 0.44
butremains within the top quartile for our industry.
Social: Further improve
employeecommunication
andengagement, measured
byour One Big Voice employee
engagement scores and
stakeholder engagement reports.
Drive a culture of wellbeing,
ensuring employees fully
understand and embrace IMI’s
wellbeing strategy and how
italigns with IMI’s core values.
Drive a proactive diversity
andinclusion culture at IMI.
– Enhancements to our Employee Value Proposition
have been made in 2023 including ensuring all
IMIglobal employees are paid a living wage.
– The IMI employee engagement score was 77%
in2023 with almost all measures scoring
abovebenchmarks.
– Employee engagement with our wellbeing
programmes has increased and the focus
oncommunicating our employee support
programmes including the Employee Assistance
Programme has led to an increase in employees
using the programme.
– Compared to external benchmarks, our One
BigVoice survey results indicate IMI employees
experience a greater sense of belonging, fairness
and respect for individual differences.
Governance: Ensure that Quality
and Risk improvement plans
arerobust and delivered across
theorganisation. Effectively
communicate progress
againstour strategic plan
toshareholders.
– Detailed risk reviews were held with both
platforms and actions arising were successfully
executed to mitigate the risks the emerged in
2023, for example with supply chains, market
uncertainty and customer de-stocking.
– We carried out a detailed assessment of our
climate-related opportunities and risks and their
potential financial impact (see pages 61 to 81 for
moreinformation).
– Shareholder engagement remained high, with
82investor meetings attended during the year.
IMI plc Annual Report 2023
154

Director
2023 Strategic and personal
objectives Commentary
Weighting
(%ofmaximum)
Performance
achieved
(%ofmaximum)
Daniel Shook Strengthen organisation: Focus
the entire management team on
creating sustainable better world
profitable growth.
Support and continue to develop
the Finance leadership team,
ensuring all new senior finance
hires land well and are successful.
Actively engage and support
Growth Hub initiatives to deliver
£75m in Growth Hub orders
in2023.
Ensure all acquisitions transition
into the IMI Finance control
environment successfully.
– IMI continues to have a strong and committed
finance team with clear succession plans in place.
– Growth Hub orders have substantially increased
to£89m in 2023 compared to £52m in 2022.
– The financial controls integrations of all new
acquisitions have been successfully completed
withthe controls environment in good shape.
20% 81%
Deliver projects: Successfully
deliver key strategic projects.
Support our platforms to build the
data intelligence to identify and
scale their best opportunities.
– The transition of the finance, IT and controls
process to the new platform operating structure is
now largely complete with no business disruption.
The finance team remains engaged and motivated.
– Significant progress has been made to develop
newmonthly reporting structures, leverage our
developing expertise and share best practice to
develop and build our data intelligence capability.
– Our IT infrastructure has been developed to leave
us well placed to utilise Artificial Intelligence
advancements to support business growth.
Environment: Advance our
ESGreporting activity and drive
continued efficiencies in CO
2
intensity reduction and water
usage reductions. Ensure
reporting is delivered to a
highstandard.
Support the platforms to continue
to focus on IMI’s ambition for
Health & Safety excellence and
anaccident free workplace.
– Established a robust ESG reporting process,
exceeding our annual targets for CO
2
intensity
andwater usage reductions.
– Consistent efforts were undertaken through the
year to raise awareness of our safety culture and
drive the right behaviours to maintain our industry
leading Health and Safety position, with a focus
ondriving improvements at our key sites.
Social: Drive a culture of
wellbeing, particularly in the
finance function. Ensure that
employees fully understand and
embrace IMI’s wellbeing strategy
and how it aligns with IMI’s
corevalues.
Drive a proactive diversity
andinclusion culture at IMI.
– Employee engagement remains high based on
ourOne Big Voice survey responses, with overall
engagement scores at similar levels to 2022.
– We have established a strong talent pipeline of
diverse candidates within the Finance function
including emerging leaders developing for future
finance leadership team opportunities. Strong
support programmes are in place for all high
potential female employees including mentoring
relationships and clear career pathways.
Governance: Deliver consistently
high internal finance controls
scores and maintain a robust
controls framework.
– Overall high internal controls scores have been
maintained. Where issues were identified, action
plans have been carried out successfully to
deliverimprovements.
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Remuneration
Annual Directors’ Remuneration Report continued
Performance under the financial metric (80% of the total annual incentive bonus achievement) and the strategic and personal objectives
(20% of the total annual incentive bonus achievement) and the total achievement (% of maximum) is set out below:
Director
Actual performance of
financial metrics (%)
Performance achieved under the
strategic and personal objectives (%)
2023 maximum bonus achieved
(%ofmaximum)
Roy Twite 80% 17.6% 97.6%
Daniel Shook 80% 16.2% 96.2%
Based on the performance described above, the annual incentive bonus outcomes for 2023 are set out below:
Director
2023 maximum
bonus
opportunity
(%ofsalary)
2023 maximum
bonus achieved
(% of
maximum)
Total bonus
awarded
(£000)
Total bonus
awarded
(%ofsalary)
Achievement of
share ownership
guidelines at
31 Dec 2023
1
Bonus
delivered in
form of cash
(£000)
Bonus delivered
in form of
shareawards
(£000)
1
Roy Twite 200% 97.6% 1,550 195.2% 274% 1,550 –
Daniel Shook 150% 96.2% 763 144.3% 228% 763 –
1 Deferred bonus share awards are made where the executive director is yet to reach their share ownership guidance. Details of the share ownership guidelines can be found on page 158.
Awards vesting under the IIP
In March 2021, performance share awards were made to the executive directors under the IIP. The vesting of the awards was subject to
the achievement of three independent performance conditions as described below, measured over the three-years ended 31 December
2023. The 2021 IIP award will vest in March 2024 at 82.6% of maximum.
Director Initial award
Value on date
ofaward
1
(£000)
Number of
initial shares
vesting
Additional
dividend
equivalent
shares
Total shares
vesting
Value of shares
on vesting
2
(£000)
Roy Twite 139,288 1,827 115,051 6,106 121,157 1,891
Daniel Shook 53,119 697 43,876 2,327 46,203 721
1 The three-day average mid-market price on the date of award was 1,311.67 pence
2 The price on vesting is unknown at this time and so the total number of shares vesting is valued at the average price over the last quarter of 2023 (1,560.44 pence)
Return on invested capital (ROIC)
One third of the award was subject to the achievement of ROIC. This measure is defined as adjusted operating profit as a percentage
ofthe average invested capital during the financial year ended 31 December 2023. Invested Capital being net assets adjusted to remove
net debt (including lease liabilities recognised under IFRS 16), derivative assets and liabilities, restructuring provisions, employee benefit
assets and liabilities and deferred tax on employee benefits, and to reverse historical impairments of goodwill and amortisation of
acquired intangible assets. It compares the earnings of the Group with the capital employed. ROIC was chosen as a measure as it
represents how well the Group has used its investment made by shareholders and capital from creditors to generate a profit.
For ROIC of less than 11.5% no award under this element would vest. 25% of the award would vest for ROIC of 11.5%, rising on
astraight-line basis to full vesting for ROIC of 13.5%. At the end of the performance period return on invested capital was 13.1%.
Theresultant vesting outcome for this element of the award is 27.8%.
IMI plc Annual Report 2023
156

Total Shareholder Return (TSR)
One third of the award was subject to the achievement of a relative TSR performance measure against a defined group of companies
adjusted during the performance period, to take account of merger and acquisition activity during the performance period in line with
the Committee’s established guidelines. TSR is defined as the movement in share price during the performance period, measured in
local currency, with adjustment to take account of changes in capital structure and dividends, which are assumed to be reinvested
inshares on the ex-dividend date. TSR was chosen as a measure as it is an external, relative benchmark for performance that aligns
executives’ rewards with the creation of shareholder value.
For a TSR rank that is below median, no award under this element would vest. 25% of the award would vest for median TSR, rising on
astraight-line basis to full vesting for upper quartile TSR. At the end of the three-year performance period, the Group ranked 7th of
thepeer group. The resultant vesting outcome for this element of the award is 21.5%. Note that Circor was removed from the TSR
comparator group following it’s acquisition by KKR in October 2023.
Adjusted earnings per share (EPS)
One third of the award was subject to the achievement of the Adjusted EPS growth measure. This measure is defined as the compound
annual growth rate in adjusted EPS over three financial years, adjusted for any exceptional items, including significant acquisition and
disposal and foreign exchange movements, at the Committee’s discretion.
Adjusted EPS growth is a key measure for IMI as it gives an indication of the strength of the Group’s financial performance and shows
the amount available to reinvest into the business and pay a return to shareholders through dividends. For growth of less than 3% per
annum, no award under this element would vest. 25% of the award would vest for growth of 3% per annum rising on a straight-line basis
to full vesting for growth of 7.5% per annum.
Over the three-year performance period ended 31 December 2023, IMI delivered EPS growth of 13.0%. The resultant vesting outcome
for this element of the award is 33.3%.
Deferred bonus share awards
In March 2021, deferred bonus share awards were also made under the IIP which vest in March 2024. These are in the form of share
awards used for mandatory bonus deferral into shares of up to 50% of annual bonus payable, where the executive director is yet to
reach their share ownership guideline. No performance conditions apply to these shares.
Discretion to override formulaic outcomes and to apply malus and clawback
Depending on the circumstances, the Committee may exercise judgement in assessing performance and determining the level
ofachievement.
Under the current policy, the Committee has full discretion to override formulaic outcomes and to reduce the amount of any IIP award,
to reduce the number of shares subject to any form of share award and/or to impose an obligation to make a payment to the Company
in the event that:
– The Company misstated financial results;
– The Company suffers serious reputational damage;
– There was an error or miscalculation in determining the size of the award;
– There was gross misconduct by an executive;
– The Remuneration Committee has made decisions using erroneous or misleading data; and/or
– In such other circumstances as the Committee sees fit.
The Committee has considered the position and determined that for 2023 it is not appropriate for any reason to exercise the discretion
to override the formulaic outcome of the 2021 IIP awards or recover amounts previously awarded.
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Remuneration
Annual Directors’ Remuneration Report continued
Share ownership guidelines
It is a requirement of the Policy that executive directors are subject to guidelines which require them to build a shareholding
inIMIworth at least 250% of salary for Roy Twite and 200% of salary for Daniel Shook.
The Policy permits the Committee discretion to determine that up to 50% of any annual bonus earned is deferred into shares until
theshare ownership guideline is achieved together with 50% of any vested share awards. Each executive is then required to maintain
this share ownership guideline (subject to allowances for share price fluctuations and changes in base salary thereafter).
When assessing compliance with this guideline the Committee reviews both the level of beneficial share ownership and vested
butunexercised share incentive awards on a post-tax basis.
The Committee has determined that as both Roy Twite and Daniel Shook have met their guidelines (as at 31 December 2023)
asoutlined above, their entire 2023 bonus will be delivered in cash.
Post-employment shareholding guidelines
Our current policy includes post-employment shareholding requirements which require executive directors to hold 100% of their
shareholding requirement (or if less, all shares held) for two years following departure. This is implemented by signed agreement.
TheCommittee will have discretion to allow sale where there are exceptional circumstances.
Share interests granted to executive directors during 2023 (audited)
Grants made under the IIP
Performance share award grants under the IIP were made on 24 March 2023 in the form of nil-cost options. Awards are due to vest
on24 March 2026, subject to the performance metrics described in the 2022 Annual Report: Adjusted EPS growth (30%), relative TSR
(30%), ROIC (30%), and total CO
2
intensity (Scope 1 & 2) reduction against the 2019 base figure (10%). After vesting, a holding period
oftwo years applies subject to the sale of shares as required to meet tax liabilities arising on vesting.
The performance targets, which consider the Group’s approach to implementing accounting changes under IFRS 16, and vesting scale
that apply to the 2023 IIP awards are as follows:
Relative TSR Adjusted EPS ROIC Total CO
2
intensity Level of vesting
Threshold Median 3% 11% 2019 base -21% (2.18 tCO
2
e
per 1,000 hours worked)
25%
Maximum Upper quartile 10% 13% 2019 base -36% (1.77 tCO
2
e
per 1,000 hours worked)
100%
Weighting 30% 30% 30% 10%
The following performance share award grants were approved and made in 2023:
IIP shares
awarded
Value on date
ofaward
1
(£000)
Award as a
percentage
ofsalary
Roy Twite 132,691 1,985 250%
Daniel Shook 53,039 794 150%
1 The three day average mid-market price on the date of award was 1,496.33 pence.
The IIP is also used to grant deferred bonus awards exercisable after three years to satisfy bonuses delivered in the form of shares.
Nodeferred bonus share awards were granted in 2023.
IMI plc Annual Report 2023
158

For share awards granted in 2023 the TSR group included 17 companies to ensure alignment with our peers and comparison
tocompanies with similar products, customers and global spread. The 2023 peer group includes the following companies and
thesehave been adjusted to take into account merger and acquisition activity during the performance period in line with the
Committee’s guidelines:
TSR comparator group companies
Belimo ITT Smiths Group
Curtiss-Wright Morgan Advanced Materials Spectris
Eaton Parker-Hannifin Spirax Sarco
Emerson Electric Rockwell Automation SPX
Flowserve Rotork The Weir Group
Ingersoll-Rand US Inc SMC
Circor has been removed from the TSR comparator group following its acquisition by KKR in October 2023.
All-employee share plans
Executive directors are eligible to participate in the all-employee share plans on the same terms as other eligible employees at IMI.
All Employee Share Ownership
Plan IMI Sharesave Scheme
Director
Number of
shares
awarded
Value of free
share award
1
(£000)
Number of
options
awarded
Value
ofoptions
(£000)
Dividends
(£000)
Total value under the
all-employee share plans
(£000)
Roy Twite 2023 243 4 – – – 4
2022 279 4 – – – 4
Daniel Shook 2023 243 4 – – – 4
2022 279 4 – – – 4
1 In 2023 free shares were awarded at a share price of 1,476.00 pence (1,290.00 pence in 2022).
Chair’s and non-executive directors’ single figure table (audited)
The following table summarises the total fixed fees and benefits paid to the Chair and non-executive directors in respect of the financial
years ended 31 December 2023 and 31 December 2022.
2023 (£000) 2022 (£000)
Director Base fees
Additional
fees
Taxable
benefits
1
Total Base fees
Additional
fees
Taxable
benefits
1
Total
Lord Smith of Kelvin
6
368 – 10 378 380 – 7 387
Isobel Sharp
2
74 18 6 98 71 17 5 93
Thomas Thune Andersen
3
74 23 21 118 71 22 10 103
Katie Jackson 74 – 5 79 71 – 5 76
Caroline Dowling
4
74 18 14 106 71 17 6 94
Dr Ajai Puri 74 – 8 82 71 – 5 76
Jackie Callaway
5
37 – 5 42 – – – –
1 Taxable benefits includes travel and hotel expenses plus tax costs associated with Board meetings held at IMI HQ.
2 Includes fee for Audit Committee Chair.
3 Includes fee for Senior Independent Director and non-executive director with responsibility for employee engagement and for ESG matters.
4 Includes fee for Remuneration Committee Chair.
5 Jackie Calloway was appointed to the Board on 1 July 2023. 2023 fees represent pro-rated amount.
6 As a consequence of the Company being near to its Articles of Association limit on payments it may make to Directors, the Chair, Lord Smith of Kelvin agreed to a £27,778
underpayment of his £338,500 fee in 2021. The Chair was repaid in 2022 and the total 2022 fee of £380,000 reflects this repayment. However, the Chair’s total 2022 fees (excluding this
repayment) were £352,000, reflecting the 4.0% applied to the 2021 full year fee, as detailed in the 2021 Annual Report. Shareholder approval was obtained at the 2022 AGM to increase
the payment limit within our Articles of Association.
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Remuneration
Annual Directors’ Remuneration Report continued
Directors’ shareholdings and share interests (audited)
The following table summarises the share interests of any director who served during the year as at 31 December 2023 or at the date
ofleaving the Board.
During the period 31 December 2023 to 29 February 2024 there were no changes in the interests of any current director from those
shown save for purchases within the IMI All Employee Share Ownership Plan on 9 January 2024 of 9 shares on behalf of Roy Twite and
7 shares on behalf of Daniel Shook at 1,589.34 pence per share, and 13 February 2024 of 9 shares on behalf of Roy Twite and 8 shares
on behalf of Daniel Shook at 1,710.56 pence per share.
Director
Total
interests
Beneficial
interests
Scheme interests
Nil-cost options
All-
employee
share plans
With performance
conditions
Without performance
conditions (deferred bonus
share awards)
Unvested
1
Vested but
unexercised Unvested
Vested but
unexercised
Roy Twite 777,318 337,196 430,188 – – – 9,934
Daniel Shook 330,121 157,386 169,254 – – – 3,481
Lord Smith of Kelvin 14,300 14,300 – – – – –
Isobel Sharp 3,000 3,000 – – – – –
Thomas Thune Andersen 3,025 3,025 – – – – –
Katie Jackson 2,846 2,846 – – – – –
Caroline Dowling 3,014 3,014 – – – – –
Dr Ajai Puri 3,000 3,000 – – – – –
Jackie Callaway 3,097 3,097 – – – – –
1 Vesting dates of share awards are shown in Note 6, page 205.
Relative importance of spend on pay
The following information is intended to provide additional context regarding the total remuneration for executive directors.
2023
(£m)
2022
(£m) Change
Dividends 68.8 62.2 11%
Total employment costs for Group (see Note 5 on page 204) 633.0 602.6 5%
IMI plc Annual Report 2023
160

Historical performance and remuneration
In addition to considering executive remuneration in the context of internal comparisons, the Committee reviews historical outcomes
under the variable pay plans.
The graph compares IMI’s TSR to the FTSE100 and FTSE250 over the last ten years. We compare performance to the FTSE100
asIMIiscurrently a constituent of the index. The FTSE250 is shown as IMI was previously a constituent of the index.
TSR measures the returns that a company has provided for its shareholders, reflecting share price movements and assuming
reinvestment of dividends (source: CapIQ), with data averaged over the final 30 days of each financial year.
As the graph below illustrates, IMI’s absolute and relative TSR performance has been robust over the last ten years.
Value of a hypothetical £100 investment
2013 2014 2015 2016 2017 2018 2019 2021 20232020 2022
IMI
FTSE 100 FTSE 250 Source: S&P Global Capital IQ
0
50
100
150
200
250
300
The following table summarises the total remuneration for the Chief Executive Officer over the last ten years, and the outcomes of short
andlong-term incentive plans as a percentage of maximum.
Financial year ended
31December 2014
1
2015
1
2016
1
2017
1
2018
1
2019
2
2020
2
2021
2
2022
2
2023
2
Total remuneration
(singlefigure,£000) 1,567 1,667 1,901 2,773 3,047 1,707 2,455 3,978 3,970
3
4,357
Annual variable pay
(%ofmaximum) 36% 40% 50% 95% 75% 43% 73% 98% 50% 98%
Long-term variable pay
(%ofmaximum) –
PerformanceShare Plan – – 3.5% – – – – – – –
Long-term variable pay
(%ofmaximum) –
IMIIncentivePlan – – – 6.6% 29.2% 47.1% 58.8% 75.3% 66.8% 82.6%
1 Represents remuneration for Mark Selway, who was appointed Chief Executive Officer on 1 January 2014.
2 Represents remuneration for Roy Twite, who was appointed Chief Executive Officer on 9 May 2019.
3 Figure recalculated, see page 148.
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Remuneration
Annual Directors’ Remuneration Report continued
Annual percentage change in remuneration of directors and employees
The Committee actively considers any increases in base pay for the Chief Executive Officer and other directors relative to the broader
IMI employee population. Benefits and bonus payments are not typically comparable given they are driven by a broad range of factors,
suchas geographical location, local practices, eligibility, individual circumstances and role.
The following table summarises the annual percentage change of each director’s remuneration compared to:
– The annual percentage change of the average remuneration of the Group’s employees, calculated on a full-time equivalent basis
Executive Directors Chair Non-executive Directors
Roy Twite
Daniel
Shook
Lord Smith
of Kelvin
1
Isobel
Sharp
Thomas
Thune
Andersen
2
Katie
Jackson
Caroline
Dowling
3
Dr Ajai
Puri
4
Jackie
Callaway
5
Average Pay
of UKHQ
employees
7
2020 Annual Salary/Fees 7.5% -3.1% -3.1% -3.7% 1.5% -4.5% – – – 3.8%
Benefits
6
-23.3% -14.6% -85.7% -50.0% -87.5% -75.0% – – – 0.1%
Annual Bonus 103.7% 101.6% – – – – – – – 92.0%
2021 Annual Salary/Fees 6.9% 6.9% -1.9% 7.6% 22.4% 7.9% 17.5% – – 4.4%
Benefits
6
8.7% 34.3% 200.0% 100.0% 400.0% 100.0% – – – 3.6%
Annual Bonus 35.8% 36.2% – – – – – – – 68.8%
2022 Annual Salary/Fees 4.0% 9.0% 22.2% 4.0% 13.5% 4.0% 20.0% 24.8% – 8.3%
Benefits
6
28.0% 10.6% 133.3% 150.0% 100.0% 150.0% 100.0% -16.7% – 3.9%
Annual Bonus -47.0% -45.4% – – – – – – – -44.0%
2023 Annual Salary/Fees 4.5% 4.5% -3.2% 4.5% 4.5% 4.5% 4.5% 4.5% – 6.2%
Benefits
6
-3.1% -7.7% 42.9% 20.0% 110.0% – 133.3% 60.0% – 1.5%
Annual Bonus 104.8% 105.1% – – – – – – – 152.2%
1 As a consequence of the Company being near to its Articles of Association limit on payments it may make to Directors, the Chair, Lord Smith of Kelvin agreed to a £27,778 underpayment
of his £338,500 fee in 2021. The Chair was repaid in 2022 and the total 2022 fee of £380,000 reflects this repayment. However, the Chair’s total 2022 fees (excluding this repayment)
were £352,000, reflecting the 4% applied to the full year fee, as detailed in the 2021 Annual Report. Shareholder approval was obtained at the 2022 AGM to increase the payment limit
within our Articles of Association.
2 Senior Independent Director fee pro-rated in 2021 following appointment on 1 September 2021.
3 Chair of the Remuneration Committee fee pro-rated in 2021 following appointment on 1 September 2021.
4 Dr Ajai Puri was appointed to the Board on 1 March 2021. Fees represented pro-rated amounts.
5 Jackie Callaway was appointed to the Board on 1 July 2023. Percentage changes will be reported from 2024 onwards.
6 Benefits include travel to board meetings held at IMI plc Head Office. In 2021 board meetings were held remotely.
7 All UK head office employees. This comparison excludes our international workforce which we feel would not provide a true comparison given differing local market factors.
Payments to past directors and payments for loss of office
There have been no payments to past directors. There have been no payments for loss of office during the Financial Year.
IMI plc Annual Report 2023
162

Pay ratio reporting
The table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by the Chief Executive Officer
compared to the total remuneration received by our UK employees – as well as comparing to base salary only. Total remuneration
reflects all remuneration received by an individual in respect of the relevant years, and includes salary, benefits, pension, and value
received from incentive plans.
Total remuneration
Financial year Methodology P25 (Lower Quartile) P50 (Median) P75 (Upper Quartile)
2023 Option C 128:1 95:1 71:1
2022 Option C 112:1 86:1 50:1
2021 Option C 116:1 95:1 63:1
2020 Option C 85:1 67:1 45:1
2019 Option C 83:1 62:1 45:1
– The 2023 Chief Executive Officer single figure is calculated considering the Chief Executive Officer’s remuneration calculation
includes base salary, fees, pension, taxable benefits, annual bonus and shares paid during 2023.
– As is permitted by Option C of the regulations, the Gender Pay Gap data for 2023 based on a snapshot in April 2023 was used to
identify our three quartile employees, P25, P50 and P75. Having identified P25, P50 and P75, we chose to review the single figure data
for an additional ten employees at each of the quartiles for the full year ended on 31 December 2023.
– The remuneration calculation included base salary, allowances, pension, taxable benefits, annual bonus and shares. This method
provides a like-for-like comparison with the Chief Executive Officer’s single figure total for the 2023 calendar year. Gathering data on
more than three employees provides a better opportunity to capture all pay and benefits of employees to get a true median value at
each ofthe three bandings.
– Our principles for pay setting and progression in our wider workforce are the same as for our executives – total reward being
sufficiently competitive to attract and retain high-calibre individuals without over-paying and providing the opportunity for individual
development and career progression, to attract and retain great talent. The pay ratios reflect how remuneration arrangements differ
as accountability increases for more senior roles within the organisation and the ratios reflect the weighting towards long-term value
creation and alignment with shareholder interests for the Chief Executive Officer.
– We are satisfied that the median pay ratio reported this year is consistent with our wider pay, reward and progression policies for
employees. All IMI employees receive competitive pay and benefits and have the opportunity for annual pay increases and career
progression and development opportunities.
– Changes to the ratio in 2023 compared to 2022 are largely attributable to the impact of variable pay.
The total pay and benefits and base salary component of the total pay and benefits figures are as follows:
2023 Base salary (£)
Total pay and benefits
(£)
Chief Executive Officer remuneration 794,200 4,356,948
25th Percentile employee 31,428 34,038
50th Percentile employee 40,907 45,892
75th Percentile employee 55,914 61,180
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Remuneration
Annual Directors’ Remuneration Report continued
Implementation of the Policy for 2024
The remuneration policy below is broadly unchanged from the remuneration policy approved at the AGM in 2021. The key changes are:
– Extension of the clawback and malus provisions for future incentive awards, to include corporate failure as a trigger event.
– Minor wording changes to align the report with market practice and to provide the Committee with sufficient flexibility to operate
theremuneration policy as needed.
Summary of Policy Implementation in the year to 31 December 2024
Base salary
Reviewed annually with changes normally effective
fromJanuary.
The Committee takes into account the level of
increasefor the wider workforce, market data, business
performance, external economic factors, the complexity
of the business and the role, cost, and the incumbent’s
experience and performance.
Consistent with prior years, salary increases effective 1 January 2024
considered a range of factors including the increases for the wider
workforce, the financial performance of the Group and prevailing
economicconditions.
In line with our Remuneration Policy, the Committee reviews Executive
Director base salaries annually taking into account the wider workforce
increase, business performance, external economic factors, changes
inthecomplexity of the business or the role, cost, as well as the
incumbent’s experience and performance.
Following the review of the above factors, the Committee determined
thatitis appropriate to award an increase of 4.5% to Roy from £794,200
to£829,900 effective January 2024. This is below the average increase
awarded to UK employees. Since his appointment as Chief Executive
Officer in May2019, Roy has received increases in line with or below the
average employee rate. The Committee is acutely aware of the increasing
demand for high-performing CEOs for global businesses and wants to
ensure that Roy’s salary is appropriately positioned in this context.
The Committee has determined to award an increase of 9.0% to Daniel
taking his salary from £529,100 to £576,700 effective January 2024 in order
to achieve the following:
– Recognise the growing criticality of his contribution to the strategy
andperformance of IMI.
– Reflect the significant growth of IMI since his appointment and his direct
contribution to that growth including the following individual
contributions and achievements:
– Overseeing the financial execution of our strategy to deliver
sustainable growth, substantially increasing adjusted profit before tax
and generating a +12% CAGR in adjusted EPS between 2019 and 2023,
propelling IMI into the FTSE 100.
– Continuing to lead a committed and high performing finance function,
developing a strong succession pipeline, and delivering year on year
improvements in our internal financial controls scores.
– Leading the successful integration of recent acquisitions Adaptas, Bahr,
CorSolutions and Heatmiser to the IMI Financial Controls Framework.
– Ensure his salary is at the market rate, appropriately positioned for a
Company of IMI’s size.
IMI plc Annual Report 2023
164

Summary of Policy Implementation in the year to 31 December 2024
Pension
A cash allowance in lieu of pension is paid monthly.
Tothe extent required by law, part of this allowance
willbe paid into a defined contribution pension
arrangement. With the Committee’s approval the
executive directors may redirect all or part of the
balance of this allowance into a defined contribution
pension arrangement.
Pension for any newly hired executive to be linked
toaverage workforce levels (currently 11%).
From 1 January 2024, all Executive Directors will receive 11% of salary
whichis aligned to that of the average employee and that of the Investment
Association guidelines.
Benefits
The policy provides a normal range of benefits to
executive directors. The value of benefits vary year-on-
year depending on the age and health of the individual,
the cost of providing them and the geography in which
the executive is based. However, the range of benefits
isnot expected to change from year to year.
In line with the Policy, each Executive Director receives:
– Car allowance
– Life insurance
– Private health insurance including medical screen as appropriate
– Other ancillary benefits including tax advice
Annual Bonus
Based on annual performance relative to set targets.
Drives and rewards performance against annual
financial, strategic and operational goals, which
areconsistent with the medium to long-term
strategicgoals of IMI. Considers individual
behavioursand contributions.
If the executive has not achieved their share ownership
guideline, up to half of any bonus shall be invested
intoIMI shares for at least three years. Once the share
ownership guideline is met, an executive can then
electto receive their bonus in cash and/or shares.
Dividends (or equivalent value payments) accrue and
arepayable in cash or shares when shares are released.
Recovery provisions are included in the plan rules
allowing for malus and clawback.
During 2023 the Committee reviewed the appropriateness of continuing
with the metrics that applied to the 2023 annual bonus to ensure alignment
with IMI’s strategy.
The Committee determined that the 2024 annual bonus will be contingent
on a Profit Before Tax growth target alongside strategic and personal
objectives for each executive director. There will be a weighting of 80%
tofinancial metrics and 20% to strategic and personal objectives.
Free cash flow will be considered by the Committee when determining
annual bonus outcomes. The ESG underpin will continue to be considered
to allow the Committee to take into account any relevant ESG matter when
determining remuneration outcomes.
The Committee will continue to monitor the underlying performance of
thebusiness when determining bonus outcomes. Due to the commercially
sensitive nature of the financial targets and strategic and personal
objectives, they will be disclosed retrospectively in next year’s report along
with performance against them.
The maximum bonus opportunity will be set at 200% of salary for Roy
Twite. The annual bonus opportunity for Daniel Shook will be set at 150% of
base salary. On-target bonus is set at 50% of maximum bonus opportunity.
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Remuneration
Annual Directors’ Remuneration Report continued
Summary of Policy Implementation in the year to 31 December 2024
Performance shares awarded under the
IMIIncentivePlan
Incentivises long-term value creation, aligning
theinterests of executives and shareholders through
share awards.
Performance metrics support the long-term strategy
ofIMI and the vehicle and time horizon provides
aretention tool for key executives.
The Committee can make annual share-based awards.
Dividends (or equivalent value payments) accrue and are
payable in cash or shares in respect of vested awards.
Any vested performance share awards will be subject
toa sale restriction for a period of 2 years from the date
of vesting, subject to the executive being permitted to
sell such number of shares as may be required to settle
tax liabilities as they may arise. In addition the share
ownership guidelines apply.
Recovery provisions are included in the plan rules
allowing for malus and clawback.
At the same time as the review of annual bonus metrics, the Committee
also reviewed those attached to IIP awards.
The Committee continues to believe that this will ensure that executives are
only rewarded if underlying earnings are increased over the performance
period and shareholder returns outperform peers.
2024 awards will be set at 250% for Roy Twite and 150% for Daniel Shook
and will be subject to a two-year post-vesting holding period, extending
the total time horizon to five years from grant.
The Committee considered whether the performance metrics for LTIP
awards remain appropriate before concluding that the existing metrics of
TSR, EPS and Return on Invested Capital (ROIC), and CO
2
intensity remain
aligned with strategy. Consistent with the previous year, TSR, EPS and
ROICwill each have a 30% weighting, and CO
2
intensity will have a
10%weighting.
The Committee decided to increase our ROIC target at threshold from
11.0% to 11.5% for 2024 awards. This change ensures our target remains
stretching in line with latest financial forecasts, taking into account the
short-term dilutive effect of acquisitions.
The performance targets that will apply to the 2024 IIP awards are
asfollows:
Relative
TSR
Adjusted
EPS ROIC Total CO
2
intensity
Level of
vesting
Threshold
Median 3% 11.5%
2019 base - 26%
(2.18tCO
2
e per 1,000
hours worked) 25%
Maximum
Upper
quartile 10% 13.0%
2019 base - 41%
(1.77tCO
2
e per 1,000
hours worked) 100%
Weighting 30% 30% 30% 10%
Share ownership guidelines
It is a requirement of the remuneration policy that
executive directors are subject to guidelines which
require them to build a shareholding in IMI worth at least
250% of salary for the Chief Executive Officer, and 200%
of salary for the Chief Financial Officer (and other
executive directors if applicable). Policy permits the
Committee to determine that up to 50% of any annual
bonus earned may be deferred into shares until the
share ownership guideline is achieved together with up
to 50% of any vested performance share awards. Each
executive is then required to maintain at least this share
ownership guideline level (subject to allowances for
share price fluctuations and changes in base salary
thereafter). When assessing compliance with this
guideline the Committee reviews both the level of
beneficial share ownership and vested but unexercised
share incentive awards on a post-tax basis.
The share ownership guidelines are:
– Chief Executive Officer – 250% of base salary
– Chief Financial Officer – 200% of base salary
Post-employment shareholding guidelines
Our policy (approved by shareholders at the 2021 AGM) includes post-
employment shareholding requirements which require executive directors
to hold 100% of their shareholding requirement (or if less, all shares held)
fortwo years following departure. This will be implemented by signed
agreement. The Committee will have discretion to allow sale where
thereare exceptional reasons.
IMI plc Annual Report 2023
166

Summary of Policy Implementation in the year to 31 December 2024
Malus and Clawback
The provisions enable the Committee to reduce future
annual bonus payments, reduce the number of shares
under any form of share award, and/or require the
individual to make a payment to the Company on terms
deemed to be fair and reasonable by the Committee.
The Committee has the power to operate malus and/or clawback
provisions in the event that:
– The Company misstated financial results;
– The Company suffers serious reputational damage;
– Corporate failure;
– If there was an error or miscalculation in determining the size
oftheaward;
– Gross misconduct by an executive; and/or
– The Remuneration Committee has made decisions using erroneous
ormisleading data.
Other policy items For a description of policy items such as:
– Appointments to the Board; and/or
– Loss of office (including change of control).
Please refer to the Directors’ Remuneration Policy published in the 2020
Annual Report.
Letters of appointment
The unexpired terms of the non-executive directors’ service contracts can be reviewed in the Board’s Corporate Governance Report
onpage 115.
Fees for the Chair and non-executive directors
The Chair and non-executive directors’ remuneration increased by 4.5% with effect from 1 January 2024 which is lower than the general
increase applied to UK employees.
Committee evaluation
An external performance review of the Board and its Committees was carried out by independent evaluator EquityCulture in 2023.
Thereview found that the Committee continues to operate effectively and is led by an effective Chair. The membership of the
Committee and number of meetings was considered appropriate for the Company. The Committee has agreed to focus on ensuring
that its cycle and terms of reference meet the requirements of the new Corporate Governance Code in 2024. Further details on the
external performance review can be found on pages 121 to 122 of the Corporate Governance Report.
The Committee approved this report on its work.
Caroline Dowling
Chair of the Remuneration Committee for and on behalf of the Board
29 February 2024
167
Strategic Report
Corporate Governance
Financial Statements

Directors’ Report
Directors’ Report
Statutory and Other Information
The directors present their management report, including the Strategic Report, together with the audited financial statements of IMI plc
(the Company) and its subsidiaries (together, the Group), for the year ended 31 December 2023.
Amendment of Articles
ofAssociation
The Company’s Articles of Association may only be amended by special resolution of the Company
atageneral meeting of its shareholders.
Annual General Meeting The Annual General Meeting will be held on 9 May 2024. Full details of the resolutions to be proposed to our
shareholders, and accompanying explanatory notes, are contained in our Notice of Annual General Meeting,
a copy of which is published on our website.
Branches The Company does not have any branches outside the UK.
Business relationships A summary of how the Company has engaged with suppliers, customers and other third parties can be
found on pages 38 to 41. Details of how the Directors have had regard to the need to foster the Company’s
business relationships with suppliers, customers and others, and the effect of that regard on the principal
decisions taken by the Company during the financial year, are contained in the Section 172(1) statement on
pages 42 and 43. Further information on our payment practices with suppliers can be found on the
government’s reporting portal. Our statement on slavery and human trafficking can be found on our website
at www.imiplc.com.
Change of control The Company and its subsidiaries are party to a number of agreements that may allow the counterparties to
alter or terminate the arrangements on a change of control of the Company following a takeover bid, such
as commercial contracts and employee share plans. Other than as referred to in the next paragraph, none of
these are considered by the Company to be significant in terms of its likely impact on the Group as a whole.
In the event of a change of control of the Company, the Group’s main funding agreements allow the lenders
to renegotiate terms or give notice of repayment for all outstanding amounts under the relevant facilities.
The Company does not have agreements with any director or employee that would provide compensation
for loss of office or employment specifically resulting from a takeover, although the provisions of the
Company’s share schemes include a discretion to allow awards granted to directors and employees
undersuch schemes to vest in those circumstances.
Corporate governance
statement
The corporate governance report on pages 102 to 167 is hereby incorporated by reference into this
directors’ report and includes details of our application of the principles and reporting against the provisions
of the code. Acopy of the 2018 version of the code, as applicable to the company for the year ended
31 December 2023, can be found at the Financial Reporting Council’s website: frc.org.uk.
Directors The names and biographies of our directors who served during the financial year ended 31 December 2023
and up to the date of publishing can be found on pages 106 to 108. The rules for the appointment and
replacement of directors are set out in the Company’s Articles of Association. Each new appointee to the
Board is required to stand for election at the next Annual General Meeting following their appointment. In
addition, the Company’s Articles of Association require each director to stand for re-election every year.
IMI plc Annual Report 2023
168

Directors’ indemnities
and insurance
The Company maintains directors’ and officers’ liability insurance and all directors of the Company benefit
from qualifying third party indemnity provisions that were in place during the financial year. At the date
ofthis Annual Report, there are such indemnity arrangements with each director in respect of the costs of
defending civil, criminal and regulatory proceedings brought against them as a director or employee, subject
always to the limitations set by the Companies Act 2006.
The Group operates pension schemes in the UK that provide retirement and death benefits for employees
and former employees of the Group. The corporate trustee of the pension schemes is IMI Pensions Trust
Limited, a subsidiary of the Company. Qualifying pension scheme indemnity provisions, as defined in section
235 of the Companies Act 2006, were in force for the financial year ended 31 December 2023 and remain in
force for the benefit of each of the directors of the corporate trustee of the pension schemes. These
indemnity provisions cover, to the extent permitted by law, certain losses or liabilities incurred as a director
or officer of the corporate trustee of the pension schemes. The Group also has in place third party qualifying
indemnity provisions, as defined in section 234 of the Companies Act 2006, in favour of certain employees
who discharge responsibilities for various wholly owned subsidiary companies, and these indemnities are
given on a similar basis to the above.
Directors’ interests Details of the interests in the Company’s shares held by our directors and persons connected with them
(including interests under share option and incentive schemes) are shown in the Directors’ Remuneration
Report from page 160 and are hereby incorporated by reference into this Directors’ Report.
Directors’ powers The powers of the directors are determined by UK legislation and the Articles of Association of the Company
in force from time to time. The directors were authorised to allot and issue ordinary shares and to make
market purchases of the Company’s ordinary shares by resolutions of the Company passed at its Annual
General Meeting held on 4 May 2023. The current authorities will expire at the conclusion of the next Annual
General Meeting to be held on 9 May 2024, at which new authorities will be sought. Further details of
authorities the Company is seeking for the allotment, issue and purchase of its ordinary shares will be set out
in the separate Notice of Annual General Meeting.
Disclosure of information
to the auditor
Each director confirms that, so far as they are each aware, there is no relevant audit information of which
the Company’s auditor is unaware and that each director has taken all the steps that they ought to have
taken as a director to make themselves aware of any relevant audit information and to establish that the
Company’s auditor is aware of that information.
Dividends The directors recommend a final dividend of 19.2p per ordinary share for the year ended 31 December 2023.
Subject to shareholder approval by our shareholders at our Annual General Meeting on 9 May 2024, the final
dividend will be paid on 17 May 2024 to shareholders on the register at the close of business on 5 April 2024.
Together with the interim dividend of 9.1p per ordinary share paid on 15 September 2023, thisgives a total
dividend for the 2023 financial year of 28.3p per ordinary share.
The interim and final dividends paid in respect of the 2022 financial year were 17.4p per ordinary share
and8.3p per ordinary share, respectively (2022 total dividends paid of 25.7p).
169
Strategic Report
Corporate Governance
Financial Statements

Directors’ Report continued
Employee matters Details of how we engage with our workforce, provide them with relevant information and take into account
their interests in decision-making can be found on pages 38 and 119. Our approach to investing in and
rewarding the workforce is set out on page 136. Our Section 172(1) statement can be found on pages 42 to
43. Details of the arrangements in place under which employees can raise any matter of concern are set out
on page 84. We actively encourage colleagues to take an interest in the financial performance ofIMI. We
operate a HMRC-approved Savings Related Share Option Scheme which is open to all of the Group’s UK
employees, including the UK-based executive directors. Consistent with executive directors, the leadership
group participates in annual bonus plans, with measures linked to corporate, sector and/or local
performance depending on seniority.
Every effort is made to ensure that applications for employment from disabled employees are fully and fairly
considered and that disabled employees (including colleagues who may have become disabled during
service) have equal opportunities in training, career development and promotion. Further disclosures relating
to employee diversity, employee engagement and related policies are set out on page 51. Our Board
Inclusion and Diversity policy is summarised on page 126.
Events occurring after
the reporting period
There have been no important events affecting the Company or any member of the Group since
31 December 2023.
Financial instruments Our risk management objectives and policies in relation to the use of financial instruments can be found
inNote 18 of the financial statements.
Going Concern After making enquiries, the directors have a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future and for a period of at
least twelve months (1 March 2025) following the approval of the Annual Report. Further details can be
found on page 101.
Information required
byUK Listing Rule 9.8.4
Listing Rule statement Detail
Note reference of financial statements/
page number
9.8.4R (12) Shareholder waiver of future dividends Page 170
9.8.4R (4) Long-term incentive schemes Page 166
9.8.4R (5) Directors’ waiver of emoluments Page 147 and 159
Major shareholdings Information provided to the Company pursuant to the Disclosure Guidance and Transparency Rules is
published on a regulatory information service and on the Company’s website. As at 31 December 2023,
thefollowing voting interests in the ordinary share capital of the Company, disclosable under the Disclosure
Guidance and Transparency Rules, had been notified to the Company:
Name of shareholder Percentage of issued share capital
Direct or indirect nature
ofholding
Massachusetts Financial Services Company 9.89 Indirect
Ameriprise Financial Inc. 5.01 Indirect
Standard Life Investments (Holdings) Limited 4.97 Indirect
BlackRock, Inc. Below 5% Indirect
Legal & General Group plc 3.03 Direct
Between 31 December 2023 and the date of this Annual Report, no changes in the voting interests have been
notified to the Company in accordance with the Disclosure Guidance and Transparency Rules, save for a
notification received from Ameriprise Financial Inc. on 26 February 2024 that its interests totalled below 5%.
Political donations No political party contributions or political expenditure were made during the year.
Purchase of own shares The Company was granted authority at the Annual General Meeting held on 4 May 2023 to purchase up to
26,080,779 of its ordinary shares. This authority will expire at the conclusion of the next Annual General
Meeting to be held on 9 May 2024, where shareholders will be asked to give a similar authority, details of
which will be given in the Notice of Annual General Meeting. We did not purchase any shares under this
authority during the year.
Related party
transactions
Details of related party transactions are in Note 26 of the financial statements.
Research and
development
See Note 5 to the financial statements for an indication of the research and development activities of the
Group. More information about our investment in Growth Hub projects can be found onpage 13.
IMI plc Annual Report 2023
170

Share Capital As at 31 December 2023, the Company’s issued share capital was £78,604,214.57, divided into 275,114,751
ordinary shares of28 4/7p each. Details of the share capital of the Company are set out in Note 22 to the
financial statements. The Company’s ordinary shares are listed on the London Stock Exchange. During the
year, 66,709 shares were issued in respect of options exercised under employee share schemes. Details of
these schemes are summarised in Note 6 to the financial statements. Shares acquired by employees under
employee share schemes rank equally with the other shares in issue and have nospecialrights.
As at 31 December 2023, 1,122,554 shares were held in an employee trust for use in relation to certain executive
incentive plans, representing 0.43% of the issued share capital (excluding treasury shares) at that time.
Theindependent trustee of the trust has the same rights as any other shareholder, other than as specifically
restricted in the governing trust deed. The trust has agreed to waive any right to all dividend payments now and in
the future. Participants in option schemes do not hold any voting rights on the shares until the date of exercise.
The rights and obligations attaching to the Company’s ordinary shares are set out in the Company’s Articles
of Association, copies of which can be obtained from Companies House in the UK, from the Company’s
website or by writing to the Company Secretary. Changes to the Articles of Association must be approved by
a special resolution of the shareholders (75% majority required), in accordance with the legislation in force at
the time. Subject to applicable statutes, shares may be issued with such rights and restrictions as the
Company may by ordinary resolution decide, or (if there is no such resolution or so far as it does not make
specific provision) as the Board may decide.
Holders of ordinary shares are entitled to receive the Company’s report and accounts, to attend, speak and
vote at general meetings of the Company, and to appoint proxies to exercise their rights. Holders of ordinary
shares may receive a dividend and, in a liquidation, may share in the assets of the Company. Subject to
meeting certain thresholds, holders of ordinary shares may requisition a general meeting of the Company or
propose resolutions at Annual General Meetings. Voting rights for ordinary shares held in treasury are
suspended and the treasury shares carry no rights to receive dividends or other distributions ofassets.
There are no restrictions on the transfer of ordinary shares in the Company, other than:
– Certain restrictions as may from time to time be imposed by laws and regulations (for example, insider
trading laws, in accordance with the Companies Act 2006, Listing Rules or the City Code on Takeover and
Mergers)
– Pursuant to the Company’s share dealing code, whereby the directors and certain employees of the
Company require approval to deal in the Company’s shares
The Company is not aware of any arrangements between shareholders that may result in restrictions on the
transfer of ordinary shares oron voting rights. None of the ordinary shares carry any special rights with
regard to control of the Company. The only restrictions on voting rights are those that apply to the ordinary
shares held in treasury. Electronic and paper proxy appointments and voting instructions must be received
by the Company’s registrars not later than 48 hours (excluding any non-working days) before a general
meeting, or (subject to the Company’s Articles of Association) any adjournment thereof.
Strategic report The Company has chosen to disclose the following information in the Strategic Report on pages 4 to 101:
– Future developments in the Group’s business (pages 16 to 27)
– Environmental matters, including greenhouse gas emissions (pages 46 to 81)
– The business model (pages 14 and 15)
– The principal risks and uncertainties facing the Group (pages 91 to99)
Such information isincorporated into this report by reference and is deemed to form part ofthis Directors’Report.
Treasury shares As at 31 December 2023, 13,648,836 ordinary shares (nominal value £3,899,667.43) were held in treasury,
representing 5.2% of the issued share capital (excluding treasury shares) at that time. In the year, 600,000
ordinary shares were transferred out of treasury for nil consideration to the trustee of the IMI Employee
Benefit Trust.
Approved by the Board and signed on its behalf by:
Louise Waldek
Company Secretary
29 February 2024
IMI plc is registered in England No. 714275
171
Strategic Report
Corporate Governance
Financial Statements

Statement of directors’ responsibilities in respect of the
Annual Report and the financial statements
The directors are responsible for preparing
the Annual Report, which includes the
Directors’ Report, the Strategic Report,
Remuneration Report and Corporate
Governance Statement, and the Group
and parent company financial statements
in accordance with applicable law
andregulations.
Company law requires the directors to
prepare financial statements for each
financial year. Under that law the directors
are required toprepare the Group financial
statements in accordance with
International Financial Reporting Standards
as adopted pursuant to Regulation (EC) No.
1606/2002 as it applies in the European
Union and the parent company financial
statements in accordance with
International Accounting Standards in
conformity with the requirements of the
Companies Act 2006 as applied in
accordance with section 408 of the
Companies Act 2006. Under company law
the directors must not approve the financial
statements unless they are satisfied that
they present fairly the financial position,
financial performance and cash flows for
that period. In preparing those financial
statements, the directors are required to:
– select suitable accounting policies and
then apply them consistently;
– make judgements and estimates that are
reasonable;
– present information, including
accounting policies, in a manner that
provides relevant, reliable, comparable
and understandableinformation;
– state whether applicable UK Accounting
Standards have been followed, subject to
any material departures disclosed and
explained inthe financial statements; and
– state for the parent company financial
statements whether applicable
International Accounting Standards in
conformity with the requirements of the
Companies Act 2006 as applied in
accordance with section 408 of the
Companies Act 2006.
The directors are responsible for keeping
adequate accounting records that are
sufficient to show and explain the
Company’s transactions and disclose with
reasonable accuracy at any time the
financial position of the Group and the
parent company and enable them to
ensure that the Group and parent company
financial statements comply with the
Companies Act 2006 and International
Financial Reporting Standards adopted
pursuant to Regulation (EC) No. 1606/2002
as it applies to the European Union, as
appropriate. They are also responsible for
safeguarding the assets of the Group and
the parent company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The directors are responsible for the
maintenance and integrity of the corporate
and financial information included on the
Company’s website. Legislation in the
United Kingdom governing the preparation
and dissemination of financial statements
may differ from legislation in other
jurisdictions.
Directors’ responsibility statement under
the Disclosure and Transparency Rules
We confirm that to the best of
ourknowledge:
– the Group and parent company financial
statements in this Annual Report, which
have been prepared in accordance with
applicable UK law and with the applicable
set of accounting standards, give a true
and fair view of the assets, liabilities,
financial position and profit of the
Group;and
– the Annual Report (which includes the
Directors’ Report and the Strategic
Report) includes a fair review of the
development and performance of the
business and the position of the Company
and the Group taken as a whole, together
with a description of the principal risks
and uncertainties that they face.
The directors are responsible for preparing
the Annual Report in accordance with
applicable laws and regulations. Having
taken advice from the Audit Committee,
the Board considers the report and
accounts, taken as a whole, are fair,
balanced and understandable and provide
the information necessary for shareholders
to assess the Group’s performance,
business model and strategy.
By order of the Board
Roy Twite
Chief Executive Officer
29 February 2024
Daniel Shook
Chief Financial Officer
29 February 2024
IMI plc Annual Report 2023
172

Report on the audit of the financial statements
1. Opinion
In our opinion:
– the financial statements of IMI plc (the parent company) and its subsidiaries (the Group) give a true and fair view of the state of
the Group’s and of the parent company’s affairs as at 31 December 2023 and of the Group’s profit for the year then ended;
– the Group financial statements have been properly prepared in accordance with United Kingdom adopted international
accounting standards;
– the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and
– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements which comprise:
– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated and parent company balance sheets;
– the consolidated and parent company statements of changes in equity;
– the consolidated statement of cash flows;
– the statement of accounting policies;
– the related notes 1 to 27 for the consolidated financial statements; and
– the related notes C1 to C10 for the parent company.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and
United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the preparation
of the parent company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced
Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).
2. Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical requirements that are relevant to our audit of
the financial statements in the UK, including the Financial Reporting Council’s (the FRC’s) Ethical Standard as applied to listed public
interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services
provided to the Group and parent company for the year are disclosed in note 5 to the financial statements.
We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independent Auditor’s Report to the members of IMI plc
173
Strategic Report Corporate Governance
Financial Statements

3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
– overstatement of revenue through inappropriate cut-off in the Process Automation sector; and
– inventory valuation.
All key audit matters have remained at a similar risk level to the prior year.
Materiality The materiality that we used for the Group financial statements was £15.5 million (2022: £15.0 million) and
equates to 4.4% of profit before tax adjusted for restructuring costs.
Scoping Full scope audit work was performed on 3 (2022: 3) reporting components, and audits of specified balances
and specified audit procedures were undertaken on a further 47 (2022: 45) reporting components. These
in-scope components account for 74% (2022: 70%) of Group revenue.
Certain components are loss-making, including those which are solely cost centres. When considering the
absolute value of each component’s profit or loss for the period, the in-scope components accounted for
73% (2022: 76%) of the absolute value of the Group’s total profit or loss before tax.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to continue to adopt the going concern basis
ofaccounting included:
– obtaining an understanding of the Group’s financing facilities including the nature of facilities, repayment terms, covenants
andexpected renewal of financing arrangements;
– challenging the assumptions used in the Board approved forecasts by reference to historical performance, the impact
ofmacroeconomic uncertainty, and other supporting evidence such as market data;
– recalculating the amount of headroom in the forecasts (in liquidity terms and against the relevant covenant limits);
– assessing the appropriateness of the sensitivity analysis and reverse stress tests performed by management; and
– assessing the appropriateness of the disclosures made in the financial statements.
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 parent company’s ability to continue as a going concern for
aperiod of at least twelve months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code, we have nothing material to add or
draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
ofthis report.
Independent Auditor’s Report to the members of IMI plc continued
IMI plc Annual Report 2023
174

5. Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud)
that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources
in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
5.1. Overstatement of revenue through inappropriate cut-off in the Process Automation sector
Key audit matter
description
The Group recognised revenue of £2,196 million (FY22: £2,049 million) principally through the provision of
goods and services accounted for under IFRS 15, as described in the Audit Committee Report and note 2c to
the financial statements.
We have performed a risk assessment of the Group’s revenue streams to understand the revenue cycles
across each business. We identified a key audit matter in relation to the risk, due to either fraud or error, of
inappropriate cut-off of revenue in the Process Automation sector (see note 4) owing to the fact that more
revenue is generated in December as compared to other months in the year.
How the scope of our
audit responded to the
key audit matter
We have performed the following procedures to address this key audit matter for in-scope locations within
the Process Automation sector:
• obtained an understanding of and tested the relevant controls over revenue that specifically address the
cut-off risk;
• assessed the level of credit notes and statutory adjustments raised post year-end (both in FY23 and FY24
to date) to look for evidence of significant reversals of revenue in the subsequent period; and
• tested a sample of transactions around the year-end to assess whether revenue was being recognised in
the correct period.
Key observations
We consider the year-end cut-off of revenue recognised in the Process Automation sector to
beappropriate.
175
Strategic Report Corporate Governance
Financial Statements

5.2. Inventory valuation
Key audit matter
description
The Group’s inventory balance as at 31 December 2023 was £437.3 million (FY22: £417.7 million).
As described in the Financial Review on page 30 the Group has increased inventories
predominantly to fulfil increased orders in the Process Automation sector offsetting the strategic
reduction of inventory in other sectors. Inventory valuation is considered a significant accounting
matter by the Audit Committee on page 130.
There is a level of estimation and judgement associated with the Group’s excess & obsolete (E&O)
inventory provision and inventory absorption. We have identified a key audit matter as inventory
valuation risk, including: consideration of the provision for E&O inventory; judgements relating to the
manufacturing costs of inventory and overhead absorption; and physical verification of inventory.
As disclosed in note 15, the provision for E&O inventory as at 31 December 2023 was £59.0 million
(FY22: £52.5 million). The Group’s provision policy for E&O inventory is determined by considering
expected usage levels of inventory, based on historical sales, as well as forward looking judgements
such as forecast sales associated with the order book and with new products. Where local
management judgement is applied beyond these factors, Group level review and approval is required.
Judgement is applied to the cost of inventories in order to reflect accurately the manufacturing
costs incurred in bringing inventories to their current condition and location. The manufacturing
cost primarily relates to the assessment of direct labour costs incurred, manufacturing overheads
to be absorbed and other relevant production costs. Judgement is also made in relation to
inventory turn and the level of costs which are directly attributable to manufacturing.
How the scope of our
audit responded to the
key audit matter
We have performed the following procedures to address this key audit matter:
• obtained an understanding of the relevant controls relating to the E&O provision;
• challenged whether the assumptions underpinning the judgements applied in determining the
E&O provision are aligned to the Group’s policy, and assessed whether the policy is being
applied consistently across the Group;
• challenged the key assumptions concerning overhead absorption by performing tests of details
on bills of materials and standard costing;
• identified costs directly related to manufacturing which may have been under or over absorbed
in the period;
• challenged the assumptions concerning normal levels of production, including the inventory
turns used to identify the amounts that should be recognised; and
• attended physical inventory counts at 25 locations to test, on a sample basis, the existence of
inventory and assess for any indicators of impairment.
Key observations
Based on our procedures performed, we are satisfied that the carrying value of inventory as at
31 December 2023 is appropriate.
Independent Auditor’s Report to the members of IMI plc continued
IMI plc Annual Report 2023
176

6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit
work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements Parent company financial statements
Materiality
£15.5 million (2022: £15.0 million) £10.5 million (2022: £10.6 million)
Basis for determining materiality
Forecast profit before tax adjusted for restructuring
costs, which equates to 4.4% of profit before tax
adjusted for restructuring costs (2022: 4.8% of profit
before tax adjusted for restructuring costs).
1.8% of net assets (2022: 2% of net assets).
Rationale for the
benchmarkapplied
Profit before tax adjusted for restructuring costs is a
key metric for users of the financial statements and
reflects the way business performance is reported and
assessed by external users of the financial statements.
The Group has incurred significant restructuring costs as
an adjusting item, therefore we believe it is appropriate
to adjust for these costs in determining an appropriate
level of materiality.
The parent company does not generate
external sales, therefore we have
determined net assets to be the
appropriate basis.
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected
misstatements exceed the materiality for the financial statements as a whole.
Group financial statements Parent company financial statements
Performance materiality
70% (2022: 70%) of Group materiality 70% (2022: 70%) of parent company
materiality
Basis and rationale for determining
performance materiality
In determining performance materiality for the Group and parent company, we considered the
following factors:
• our risk assessment, including our assessment of the Group’s overall control environment;
• the level of oversight at both a Group and platform level over the local entity financial
reportingprocesses;
• the low level of corrected and uncorrected misstatements identified in the prior year audit; and
• the experience of key management personnel in senior roles at Group, platform and sector
levels following the change in the reporting structure of the business as noted on page 106.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £500,000 (2022: £500,000),
as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit
Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.
Profit before tax adjusted for
restructuring costs
Group materiality
£350.5m
Group materiality £15.5m
Component materiality range
£1.9m to £10.5m
Audit Committee reporting
threshold £0.50m
177
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Financial Statements

7. An overview of the scope of our audit
7.1. Identification and scoping of components
The Group operates in over 50 locations across the world. As noted on page 7, the Group has restructured the business from three
divisions, into two platforms, focused on five major market sectors. These five sectors comprise of many individual reporting
components which represent the lowest level at which management prepares financial information that is included in the financial
statements. The parent company is located in the UK and is audited directly by the Group audit team.
Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and
assessing the risks of material misstatement at the Group and component level.
The change in business structure has not impacted our approach to scoping and we focused our Group audit scope across all 5 sectors:
Process Automation, Industrial Automation, Life Science and Fluid Control, Transport and Climate Control (previously the three divisions
of IMI Critical Engineering, IMI Precision Engineering and IMI Hydronic Engineering).
We have considered reporting components based on their contribution to Group revenue and absolute profit or loss, as well as
qualitative considerations such as results of recent internal audit reviews undertaken by the Group Assurance function, prior year issues
or errors and an understanding of any recent or projected restructuring or relocation activities in specific locations.
As noted in the Audit Committee’s Report on page 130 we made an update to the initial scoping plan following management’s
identification of accounting anomalies at one of the Group’s sites. We expanded our scope to include a further two components. To
introduce additional unpredictability, we also expanded the scope of our testing in a number of components already within the Group
audit scope and extended our central procedures and oversight.
Full scope audit work was completed on 3 (2022: 3) components and audits of specified balances or specified audit procedures were
undertaken at a further 47 (2022: 45) components. Each reporting component in scope was subject to an audit materiality level
between £1.9 million (2022: £3 million) and £10.5 million (2022: £10.6 million).
These in-scope components account for 74% (2022: 70%) of Group revenue. Certain components are loss-making, including those
which are solely cost centres. When considering the absolute value of each component’s profit or loss for the period, the in-scope
components accounted for 73% (2022: 76%) of the absolute value of the Group’s total profit or loss before tax. At a Group level, further
substantive audit work was performed over the consolidation, and analytical review procedures were performed over all components
not in scope.
7.2. Our consideration of the control environment
The Group uses a number of different IT systems across the reporting components and we worked with our IT specialists to obtain an
understanding of the general IT controls for relevant systems. Following this, we focused our testing on the five core financial IT
systems that underpin the five sectors and which the majority of entities either utilise or plan to migrate to in the future.
Given the disaggregated nature of the Group, we continue to adopt a largely substantive audit approach and did not plan to rely
uponcontrols.
In the current year our controls approach was principally designed to obtain an understanding of the relevant controls in key financial
reporting process cycles to inform our risk assessment and allow us to test certain relevant revenue controls, as well as automated
controls across a number of key business cycles.
26%
66%
8%
27%
68%
5%
Revenue
Pre-tax
absolute
results
Full audit scope
Specified audit procedures
Review at Group level
Independent Auditor’s Report to the members of IMI plc continued
IMI plc Annual Report 2023
178

As noted on page 134, opportunities for enhancements to the Group’s Internal Controls Declaration (ICD) framework have been
identified as the Group continues to develop a more robust and granular framework of internal controls, an improvement to the
consistency and quality of documentation of internal controls and an increased focus on controls over non-financial information.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements.
As noted on page 95 the Group has assessed the risk and opportunities relevant to climate change and whilst the Group has not
identified a separate principal risk in relation to the potential risk of climate change, it is incorporated into several existing principal risks.
We have obtained management’s climate-related risk assessment and held discussions with those charged with governance to
understand the process of identifying climate-related risks, the determination of mitigating actions and the impact on the Group’s
financial statements. As noted on page 95, the Directors have considered the impact of climate change, particularly in the context of the
risks identified in the TCFD disclosures on pages 61 to 81, and have not identified there to be a material impact on the financial reporting
judgements and estimates.
We performed our own qualitative risk assessment of the potential impact of climate change on the Group’s account balances and
classes of transactions and did not identify any additional risks of material misstatement. Our procedures included reading disclosures
included in the Strategic Report to consider whether they are materially consistent with the financial statements and our knowledge
obtained in the audit.
7.4. Working with other auditors
The audit work on all components was performed by Deloitte member firms. The component work was performed under the direction
and supervision of the Group audit team.
The extent of our involvement, which commenced from the planning phase, included:
– setting the scope of the work to be performed by the component auditors and assessment of their independence;
– designing the audit procedures for all significant risks to be addressed by the component auditors and issuing Group audit
instructions detailing the nature and form of the reporting required by the Group engagement team;
– hosting a webinar for all component auditors at the planning stage of the audit to highlight key aspects of the audit instructions and
expectations of the Group audit team;
– providing direction on instructions specific to individual components throughout the year, including any scope changes arising from
the accounting anomalies referenced in section 7.1, as well as in-person visits by senior members of the Group audit team to 5 sites
during the year;
– providing direction on enquiries made by the component auditors through online communications and telephone conversations;
– attending audit planning and close calls at components selected through a risk-based approach; and
– adopting a risk-based approach to the review of specific component auditors’ engagement files by senior members of the Group
engagement team.
8. Other information
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s
report thereon. The directors are responsible for the other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a
material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard
179
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Financial Statements

9. Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, the directors are responsible for the preparation of the financial
statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the parent company’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic
alternative but to do so.
10. Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high
level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
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 auditor’s report.
11. Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and
regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including the design of the Group’s
remuneration policies, key drivers for directors’ remuneration, bonus levels and performance targets;
– results of our enquiries of management, Group Assurance, and the Audit Committee about their own identification and assessment of
the risks of irregularities, including those that are specific to the Group’s sector;
– any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; and
– the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations.
– the matters discussed among the audit engagement team including significant component audit teams and relevant internal
specialists, including tax, valuations, forensic, pensions and IT specialists regarding how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and
identified the greatest potential for fraud in the following area: overstatement of revenue through inappropriate cut-off in the Process
Automation sector. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the
risk of management override.
We also obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on provisions of those
laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The
key laws and regulations we considered in this context included the UK Companies Act, the Listing Rules in the UK, pensions legislation
and tax legislation in all relevant jurisdictions where the Group operates.
In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but
compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty.
Independent Auditor’s Report to the members of IMI plc continued
IMI plc Annual Report 2023
180

11.2. Audit response to risks identified
As a result of performing the above, we identified overstatement of revenue through inappropriate cut-off in the Process Automation
sector as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more
detail and also describes the specific procedures we performed in response to that key audit matter.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of
relevant laws and regulations described as having a direct effect on the financial statements;
– enquiring of management, the Audit Committee and in-house legal counsel concerning actual and potential litigation and claims;
– performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement
due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence
withHMRC;
– in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other
adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and
evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including
significant component audit teams and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
Report on other legal and regulatory requirements
12. Opinions on other matters prescribed by the Companies Act 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year for which the financial statements are
prepared is consistent with the financial statements; and
– the strategic report and the directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and their environment obtained in the
course of the audit, we have not identified any material misstatements in the strategic report or the directors’ report.
13. Corporate Governance Statement
The Listing Rules require us to review the directors’ statement in relation to going concern, longer-term viability and that part of the
Corporate Governance Statement relating to the Group’s compliance with the provisions of the UK Corporate Governance Code
specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 102;
– the directors’ explanation as to its assessment of the Group’s prospects, the period this assessment covers and why the period is
appropriate set out on page 100;
– the directors’ statement on fair, balanced and understandable set out on page 172;
– the board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 91;
– the section of the annual report that describes the review of effectiveness of risk management and internal control systems set
out on page 88; and
– the section describing the work of the Audit Committee set out on page 131.
181
Strategic Report Corporate Governance
Financial Statements

14. Matters on which we are required to report by exception
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received 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
– the parent company financial statements are not in agreement with the accounting records and returns.
We have nothing to report in this regard
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of directors’ remuneration have not
been made or the part of the directors’ remuneration report to be audited is not in agreement with the accounting records and returns.
We have nothing to report in this regard
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit Committee, we were reappointed by the Board of Directors at the Annual General Meeting
on 4 May 2023 to audit the financial statements for the year ending 31 December 2023 and subsequent financial periods. The period of
total uninterrupted engagement including previous renewals and reappointments of the firm is three years, covering the years ended
31 December 2021 to 31 December 2023.
15.2. Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK).
16. Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in
an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone
other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial
statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage
Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard (ESEF RTS). This auditor’s report provides no
assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS.
Dean Cook MA FCA
(Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
29 February 2024
Independent Auditor’s Report to the members of IMI plc continued
IMI plc Annual Report 2023
182

Consolidated income statement
For the year ended 31 December 2023
2023
2022
Revenue
4
2,196
2,196
2,049
2,049
Cost of sales
(1,182.1)
(1. 6)
(1,183.7)
(1,110.9)
(1.2)
(1,112.1)
Gross profit
1,013. 9
(1.6)
1,012.3
938.1
(1.2)
936.9
Net operating costs
5
(603.3)
(90. 4)
(693.7)
(574.3)
(64. 4)
(638.7)
Operating profit
410. 6
(92.0)
318 .6
363. 8
(65.6)
298.2
Financial income
8
8.1
8. 1
4.6
4.6
Financial expense
8
(30.8)
(30.8)
(23 .8)
(23.8)
Gains on instruments measured at fair value
throughprofit or loss
7. 0
7. 0
4.9
4. 9
benefitpension schemes
14
(0.5)
(0.5)
1.5
1.5
Net financial (expense)/income
(23.2)
7. 0
(16.2)
(17 .7)
4.9
(12.8)
Profit before tax
387 . 4
(85.0)
302. 4
346.1
(60. 7)
285. 4
Taxation
9
(84.5)
1 9 .4
(65.1)
(73.7)
1 4.6
(59 .1)
Profit after tax
302.9
(65.6)
237 .3
272. 4
(46.1)
226.3
Earnings per share
7
Basic – from profit for the year
91.5p
87 .6p
Diluted – from profit for the year
91.2p
87 .2p
All activities relate to continuing operations and are all attributable to the owners of the Company.
183
Strategic Report Corporate Governance
Financial Statements

Consolidated statement of comprehensive income
For the year ended 31 December 2023
2023
2022
Notes
£m
£m
£m
£m
Profit for the year
237 .3
226.3
Remeasurement loss on defined benefit plans
14
(33. 7)
(82.7)
Related taxation effect
9
8 .6
2 0 .4
(25.1)
(62.3)
Gain/(loss) arising on hedging instruments designated in hedges of the
netassets in foreign operation
17
6.7
(7 .5)
netof funding revaluations
(41.1)
4 0.9
ondisposal ofoperations
(0.2)
0.6
toprofit and loss
9
1.8
(0 .3)
(32.8)
3 3.7
Other comprehensive loss for the year, net of taxation
(57 .9)
(28.6)
Total comprehensive income for the year, net of taxation
179. 4
197 .7
Equity holders of the parent
179. 4
197 .7
IMI plc Annual Report 2023
184

Consolidated statement of changes in equity
For the year ended 31 December 2023
As at 1 January 2022
7 8.6
15.2
177 .6
10.1
497 .6
779 .1
Profit for the year
226.3
226.3
related taxation effect
34.0
(82.7)
(48. 7)
Related taxation effect
9
(0.3)
2 0 .4
20 .1
Total comprehensive income
33.7
164.0
197 .7
Issue of share capital
22
1.2
1.2
Dividends paid
10
(62.2)
(62.2)
Share-based payments (net of tax)
6
9.8
9.8
employee share scheme trust
(20. 0)
(20.0)
As at 31 December 2022
7 8.6
1 6 .4
177 .6
43.8
589.2
905. 6
Profit for the year
237 .3
237 .3
taxation effect
(34. 6)
(33.7)
(68.3)
Related taxation effect
9
1.8
8.6
1 0 .4
Total comprehensive (expense)/income
(32. 8)
212.2
179. 4
Issue of share capital
22
0.6
0.6
Dividends paid
10
(68.8)
(68.8)
Share-based payments (net of tax)
6
1 3 .4
1 3 .4
employee share scheme trust
–
As at 31 December 2023
7 8.6
1 7. 0
177 .6
11.0
74 6 .0
1,030.2
185
Strategic Report Corporate Governance
Financial Statements

Consolidated balance sheet
At 31 December 2023
Goodwill
11
680.3
697 . 4
Other intangible assets
11
277 .4
316.7
Property, plant and equipment
12
300. 4
299 .2
Right-of-use assets
13
9 9.6
107 .0
Employee benefit assets
14
1.7
28.5
Deferred tax assets
9
22.7
2 4.2
Other receivables
2.3
2.6
Total non-current assets
1,384. 4
1, 475. 6
Inventories
15
437 .3
417 .7
Trade and other receivables
16
523.9
483.9
Derivative financial assets
17
12.1
1 5.7
Current tax
4.5
1.9
Investments
17
1.7
2 .0
Cash and cash equivalents
19
106.5
133.0
Total current assets
1,086. 0
1,054 .2
Total assets
2, 470. 4
2,529 .8
Trade and other payables
21
(470.3)
(438.0)
Bank overdraft
19
(66.3)
(93.8)
Interest-bearing loans and borrowings
19
(47 .2)
(150 .1)
Lease liabilities
13
(25.2)
(25. 8)
Provisions
20
(28.7)
(27 .2)
Current tax
(73.0)
(70 . 4)
Derivative financial liabilities
17
(10.9)
(13.8)
Total current liabilities
(721.6)
(819.1)
Interest-bearing loans and borrowings
19
(531. 4)
(595. 4)
Lease liabilities
13
(75.0)
(79. 9)
Employee benefit obligations
14
(50.6)
(47 . 4)
Provisions
20
(13.0)
(15.3)
Deferred tax liabilities
9
(33.3)
(59 .2)
Other payables
21
(15.3)
(7 .9)
Total non-current liabilities
(718.6)
(805.1)
Total liabilities
(1, 440.2)
(1,62 4.2)
Net assets
1,030 .2
905.6
Share capital
22
78.6
7 8.6
Share premium
1 7.0
1 6 .4
Other reserves
188.6
221. 4
Retained earnings
746 .0
589 .2
Total equity
1,030 .2
905.6
Approved by the Board of Directors on 29 February 2024 and signed on its behalf by:
Lord Smith of Kelvin
Chair
IMI plc Annual Report 2023
186

Consolidated statement of cash flows
For the year ended 31 December 2023
Operating profit for the year
318.6
298.2
Depreciation and amortisation
11, 12, 13
1 2 4 .4
122.2
Impairment/(reversal of impairment) of property, plant and equipment and intangible assets
11, 12, 13
5.2
(1.6)
(Profit)/loss on disposal of subsidiaries
24
(0.7)
4.8
Loss on sale of property, plant and equipment
12
0.5
1.7
Equity-settled share-based payment expense
6
12. 9
11. 7
Increase in inventories
15
(32.3)
(47 .6)
Increase in trade and other receivables
16
(56.5)
(38.8)
Increase in trade and other payables
21
57 .5
1.3
Decrease in provisions
20
(0.1)
(16. 0)
Increase in employee benefits
14
1.0
2.2
Settlement of transactional derivatives
17
8.8
(2.3)
Cash generated from operations
439.3
33 5.8
Income taxes paid
9
(76.1)
(48. 6)
Cash generated from operations after tax
363.2
287 .2
Additional pension scheme funding
14
–
(3.5)
Net cash from operating activities
363.2
2 83.7
Interest received
8
8.1
4.6
Proceeds from sale of property, plant and equipment
12
1.6
2.9
Settlement of effective net investment hedge derivatives
17
1.0
(6.3)
Acquisitions of subsidiaries net of cash
23
–
(201.2)
Acquisition of property, plant and equipment and non-acquired intangibles
11, 12
(79.9)
(71.3)
Proceeds from disposal of subsidiaries net of cash
24
0. 1
(2.1)
Net cash from investing activities
(69.1)
(273 . 4)
Interest paid
8
(30.8)
(23.8)
Shares acquired for employee share scheme trust
22
–
(20 .0)
Proceeds from the issue of share capital for employee share schemes
22
0.6
1.2
Drawdown of borrowings
19
–
259.1
Repayment of borrowings
19
(148. 4)
(121.3)
Principal elements of lease payments
13
(29. 0)
(32.3)
Dividends paid to equity shareholders
10
(68.8)
(62.2)
Net cash from financing activities
(276.4)
0.7
Net increase in cash and cash equivalents
19
1 7. 7
11.0
Cash and cash equivalents at the start of the year
19
39.2
29 .1
Effect of exchange rate fluctuations
(16.7)
(0.9)
Cash and cash equivalents at the end of the year
40.2
39.2
Cash and cash equivalents
106.5
133. 0
Bank overdraft
(66.3)
(93.8)
Cash and cash equivalents at the end of the year
40.2
39.2
Notes to the cash flow appear in Note 19.
187
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements
1. Basis of preparation
Introduction
IMI plc (the Company) is a company incorporated and domiciled in the United Kingdom. The consolidated financial statements of the
Company comprise the Company and its subsidiaries (together referred to as the Group). The Company financial statements present
information about the Company as a separate entity and not about the Group. The consolidated financial statements have been
prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the UK. The Company financial
statements have been prepared in accordance with International Accounting Standards (IAS) in conformity with the requirements of the
Companies Act 2006 as applied in accordance with section 408 of the Companies Act 2006 and these are presented on pages 258 to
263. The financial statements were approved by the Board of Directors on 29 February 2024.
Basis of accounting
The financial statements are presented in Pounds Sterling (which is the Company’s functional currency), rounded to the nearest
hundred thousand, except revenues, which are rounded to the nearest whole million. They are prepared on the historical cost basis
except for: derivative financial instruments; financial assets classified as fair value through profit and loss or other comprehensive
income; assets and liabilities acquired through business combinations, which are stated at fair value and retirement benefits.
Non‑current assets and liabilities held for sale are stated at the lower of their carrying amounts and their fair values less costs to sell.
The accounting policies described in the notes to the financial statements have been applied consistently throughout the Group
for the purposes of these consolidated financial statements.
i. New or amended UK Endorsed Accounting Standards adopted by the Group during 2023
Noted below are the amended and new International Financial Reporting Standards, which became effective for the Group
as of 1 January 2023, none of which have a material impact on the financial statements:
– Amendments to IFRS 17 Insurance contracts
– Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements –
Disclosure of Accounting Policies
– Amendments to IAS 12 Income Taxes – Deferred Tax related to Assets and Liabilities arising from a Single Transaction
– Amendments to IAS 12 Income Taxes – International Tax Reform – Pillar Two Model Rules
– Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors – Definition of Accounting Estimates
ii. New and revised accounting standards in issue but not yet effective
New and revised accounting standards that are in issue but not yet effective are listed below:
– Amendments to IFRS 10 and IAS 28 – Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
– Amendments to IAS 1 – Classification of Liabilities as Current or Non‑current
– Amendments to IAS 1 – Non‑current Liabilities with Covenants
– Amendments to IAS 7 and IFRS 7 – Supplier Finance Arrangements
– Amendments to IFRS 16 – Lease Liability in a Sale and Leaseback
The adoption of the above standards and interpretations is not expected to lead to any changes to the Group’s accounting policies
or have any other material impact on the financial position or performance of the Group.
Going concern
Accounting standards require that directors satisfy themselves that it is reasonable for them to conclude whether it is appropriate
to prepare financial statements on a going concern basis. The Group’s business activities, together with the factors likely to affect its
business development, performance and position, are set out in the Strategic Report. Principal risks are detailed on pages 91 to 99.
The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in these financial statements.
In addition, Note 18 includes; the Group’s objectives, policies and processes for managing its capital; its financial risk management
objectives; details of its financial instruments and hedging activities; and its exposures to credit risk and liquidity risk. Note 14 to the
financial statements addresses the management of the funding risks of the Group’s employee benefit obligations.
After making enquiries, the directors have a reasonable expectation that the Company and the Group have adequate resources to
continue in operational existence for the foreseeable future and for a period of at least twelve months (1 March 2025) following the
approval of the Annual Report. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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The directors have considered the current macroeconomic conditions. The Group is well diversified and maintains a balanced portfolio
operating across a range of markets, sectors and geographies, with no single dependency. Performance in each of IMI’s two platforms
has been robust during the year.
During this period of uncertainty, the Group continues to maintain a robust financial position. At 31 December 2023, the Group had
cash and cash equivalents of £40.2m and undrawn committed facilities of £300m in the form of Revolving Credit Facilities (RCF),
of which £100m is due for renewal in 2024, £75m in 2025, £75m in 2026 and £50m in 2027. Forecasts indicate that the Group can
operate within the level of facilities in place, without the need to obtain any new facilities in the twelve‑month period following the
approval of the Annual Report.
The directors have assessed the viability of the Group (page 100) and reviewed detailed cash flow forecasts for a period of at least
twelve months following the date of approval of the Annual Report. After applying a reverse stress test on the Group’s banking
covenants and making comparisons to the detailed forecasts, the directors have a reasonable expectation that the financial headroom
will not be exhausted during this period.
Covenant compliance reviews are undertaken to ensure that the Group remains fully within the covenant limits. Funding covenants
currently require EBITDA to be no less than 4.0 times interest and net debt to be no more than 3.0 times EBITDA. Those covenant ratios,
at 31 December 2023, were 22.2 times and 1.3 times, respectively.
A reverse stress test shows that for there to be a breach of covenants during the twelve‑month period following the approval of the
Annual Report, forecast revenue would need to fall by 40% and forecast EBITDA by 63%, after taking into account the mitigating actions
that would be undertaken in these circumstances. The mitigating actions include, but are not limited to, reducing working capital, restricting
capital expenditure, reducing overhead spend and employee costs and cutting or suspending dividend payments to shareholders.
Climate Change
Climate change is considered to be a key element of our overall sustainability roadmap. In preparing the financial statements, the
directors have considered the impact of climate change, particularly in the context of the risks identified in the TCFD disclosures on
pages 61 to 81. There has been no material impact identified on the financial reporting judgements and estimates.
Overall, sustainability is recognised in the market as a growth driver and a key part of our investment case. This is consistent with our
assessment that climate change is not expected to have a detrimental impact on the viability of the Group in the medium‑term.
Specifically we note the following:
– The impact of climate change has been included in the modelling to assess the viability and going concern status of the Group, both
in terms of the preparation of our Strategic Plan, which underpins our viability statement modelling, and the modelling of our severe,
but plausible downside scenarios;
– Our assessment of the carrying value of goodwill and intangible assets included consideration of scenario analysis of potential climate
change on our end markets and this did not introduce a set of circumstances that could reasonably lead to an impairment; and
– The impact on the carrying value and useful lives of tangible assets has been considered and while we continue to invest in projects
to reduce our carbon impact, there is not considered to be a material impact on our existing asset base.
189
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Notes to the consolidated financial statements continued
1. Basis of preparation continued
Restatements
2022 comparatives have been restated to reflect the impact of the following items:
Adjustments arising on prior year acquisitions
In finalising the accounting for the 2022 acquisitions of CorSolutions and Heatmiser, 2022 goodwill was decreased by £36.3m at
31 December 2022 and allocated to Other intangible assets (increase of £46.2m), Inventories (increase of £1.4m), Trade and other
receivables (decrease of £1.0m), Trade and other payables (decrease of £1.7m), Deferred tax (decrease of £11.6m) and Current tax
(decrease of £0.4m). Refer to Note 23, which shows a reconciliation between the 2022 Consolidated Balance Sheet as disclosed
in the 2022 Annual Report and the restated 2022 Consolidated Balance Sheet as disclosed on page 186.
Adjustments arising on changes in structure
On 28 July 2023, the Group announced a structure change whereby the existing divisional structure, including IMI Critical Engineering,
IMI Precision Engineering and IMI Hydronic Engineering will now report under two platforms, Automation and Life Technology.
Industrial Automation (formerly part of the IMI Precision Engineering division) and Process Automation (formerly IMI Critical
Engineering) will form the Automation platform and Climate Control (formerly IMI Hydronic Engineering), Transport and Life Science
& Fluid Control (both formerly part of the IMI Precision Engineering division) will form the Life Technology platform. Rail, which
was previously reported under Transportation, has been re‑presented within Industrial Automation. As part of the 2022 restatement,
corporate costs of £15.5m have been allocated to Automation and £9.9m has been allocated to Life Technology. Refer to Note 4,
which shows the restated segmental analysis under the two new platforms.
2. Significant accounting policies
Where appropriate, the significant accounting policies are presented in the note to which it applies to aid the reader’s understanding
of their application. Set out below are the significant accounting policies that do not have a specific note.
A. Subsidiaries
The Group financial statements consolidate the financial statements of IMI plc and the entities it controls (its subsidiaries) for the year
to 31 December 2023. The Group has no significant interests which are accounted for as associates or joint ventures.
Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to
be consolidated until the date that such control ceases. Control comprises the power to govern the financial and operating policies
of the investee so as to obtain benefit from its activities and is achieved through direct or indirect ownership of voting rights, currently
exercisable or convertible potential voting rights, or by way of contractual agreement. The financial statements of subsidiaries used in
the preparation of the consolidated financial statements are prepared for the same reporting year as the parent company and are based
on consistent accounting policies. All intragroup balances and transactions, including unrealised profits arising from them, are
eliminated in full.
A change in the ownership interest of a subsidiary, without loss of control, is accounted for as an equity transaction. If the Group loses
control over a subsidiary, it:
– derecognises the assets (including any goodwill relating to the subsidiary) and liabilities of the subsidiary;
– derecognises the carrying amount of any non‑controlling interest;
– derecognises the cumulative translation differences recorded in equity;
– recognises the fair value of the consideration received;
– recognises the fair value of any investment retained;
– recognises any surplus or deficit in profit or loss; and
– reclassifies the parent’s share of components previously recognised in other comprehensive income to profit or loss or retained
earnings, as appropriate.
Taxation on the above accounting entries would also be recognised, where applicable.
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190

B. Use of critical judgements and key sources of estimation uncertainty
The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from
these estimates.
i. Critical judgements
The critical judgements are the identification of the Alternative Performance Measures as disclosed in Note 3.
ii. Key sources of estimation uncertainty
The Group bases its assumptions and estimates on information available when the consolidated financial statements are prepared.
Market changes or circumstances arising beyond the control of the Group are reflected in the assumptions and estimates when they
occur. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are
disclosed in Note 14 ‘Retirement benefits’.
iii. Changes in critical judgements and key sources of estimation uncertainty
Management has reassessed the critical judgements and key sources of estimation uncertainty presented in the 2022 Annual Report
and concluded that the determination of a lease term previously considered a critical judgement is no longer considered critical on
the basis that the financial impact of revising lease terms to reflect the effect of exercising extension or termination options is no
longer materially significant.
C. Revenue recognition
Revenue is recognised when obligations under the terms of a contract with our customer are satisfied. This generally occurs when the
goods are transferred, or the services are provided, to our customer. Revenue is measured as the amount of consideration we expect
to receive in exchange for transferring goods or providing services. Sales and other taxes collected from customers are excluded from
revenue. The nature of the equipment, valve and other contracts into which the Group enters means that:
– the contracts usually contain distinct performance obligations, each of which transfers control of the goods to the customer. Where
such distinct performance obligations are present, revenue is recognised on each element in accordance with the policy on the sale
of goods; and
– the service element of the contract is usually insignificant in relation to the total contract value and is often provided on a short‑term
or one‑off basis. Where this is the case, revenue is recognised when the service is complete
As a result of the above, the significant majority of the Group’s revenue is recognised on a sale of goods basis. Each of the platform’s
revenue streams set out in Note 4 can consist of the sale of goods, the provision of services or a combination of the two. The specific
methods used to recognise the different forms of revenue earned by the Group are set out below:
i. Sale of goods
Revenue from the sale of goods is recognised in the income statement net of returns, trade discounts and volume rebates when control
has been transferred to our customer. No revenue is recognised where recovery of the consideration is not probable or if there are
significant uncertainties regarding associated costs or the possible return of goods.
In Climate Control, the amount of consideration received and the revenue recognised varies in line with discounts and promotions
offered to our customers and their customers. The level of estimation uncertainty associated with variable consideration is minimal,
as discounts and rebates are accounted for at the point of sale and adjusted as required at each financial year‑end.
The timing of the transfer of control to our customer varies depending on the nature of the products sold and the individual terms
of the contract of sale. Sales made under internationally accepted trade terms, Incoterms 2020, are recognised as revenue when the
Group has completed the primary duties required to transfer control as defined by the International Chamber of Commerce Official
Rules for the Interpretation of Trade Terms. Sales made outside Incoterms 2020 are generally recognised on delivery to the customer.
In limited instances, a customer may request that the Group retains physical possession of an asset for a period after control has been
transferred to the customer. In these circumstances, the Group provides this storage as a service to the customer and, therefore,
revenue is recognised prior to delivery of the asset.
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Notes to the consolidated financial statements continued
2. Significant accounting policies continued
ii. Rendering of services
Servicing relates to repairs and maintenance activity that is completed at our customer sites within our installed base. Revenue from the
rendering of services is usually insignificant in relation to the total contract value and is generally provided on a short‑term or one‑off
basis. Accordingly, revenue is usually recognised when the service is complete.
Where this is not the case, revenue from services rendered is recognised in proportion to the stage of completion of the service at the
balance sheet date.
The stage of completion is assessed by reference to the contractual performance obligations with each separate customer and
the costs incurred on the contract to date in comparison to the total forecast costs of the contract. Revenue recognition commences
only when the outcome of the contract can be reliably measured. Installation fees are similarly recognised by reference to the stage
of completion on the installation unless they are incidental to the sale of the goods, in which case they are recognised when the goods
are sold.
iii. Combined services and goods
When a transaction combines a supply of goods with the provision of a significant service, distinct performance obligations are identified
and recognised in line with the applicable policy. Revenue from a service that is incidental to the supply of goods is recognised at the
same time as the revenue from the supply of goods.
D. Foreign currencies
i. Foreign currency transactions
Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling at the rates of exchange ruling at the
balance sheet date. Foreign exchange differences arising on translating transactions at the exchange rate ruling on the transaction date
are reflected in the income statement. Non‑monetary assets and liabilities that are measured at historical cost in a foreign currency are
translated using the exchange rates at the date of the transaction. Non‑monetary assets and liabilities denominated in foreign currencies
that are stated at fair value are translated into Sterling at foreign exchange rates ruling at the balance sheet date.
ii. Foreign operations
The income statements of overseas subsidiary undertakings are translated at the appropriate average rate of exchange for the year,
and the adjustment to year‑end rates is taken directly to reserves.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated
at foreign exchange rates ruling at the balance sheet date.
Foreign exchange differences arising on retranslation are recognised directly as a separate component of equity. Since 1 January 2004,
the Group’s date of transition to IFRS, such differences have been recognised in the translation reserve. When a foreign operation is
disposed of, either in part or in full, the relevant amount in the translation reserve is transferred to profit or loss.
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192

E. Financial instruments and fair value hedging
Financial instruments are initially recorded at fair value plus directly attributable transaction costs unless the instrument is a derivative
not designated as a hedge (see below). Subsequent measurement depends on the designation of the instrument, which follows the
categories in IFRS 9:
– short‑term borrowings and overdrafts are classified as financial liabilities at amortised cost;
– derivatives, comprising interest rate swaps, foreign exchange contracts and options, metals futures contracts and any embedded
derivatives, are classified as ‘fair value through profit or loss’ under IFRS 9, unless designated as hedges. Derivatives not designated as
hedges are initially recognised at fair value; attributable transaction costs are recognised in profit or loss when incurred. Subsequent
to initial recognition, changes in fair value of such derivatives and gains or losses on their settlement are recognised in net financial
income or expense;
– long‑term loans and other interest bearing borrowings are generally held at amortised cost using the effective interest rate method.
Where the long‑term loan is hedged, generally by an interest rate swap, and the hedge is regarded as effective, the carrying value
of the long‑term loan is adjusted for changes in fair value of the hedge;
– trade receivables are stated at cost as reduced by appropriate impairment allowances for expected irrecoverable amounts;
– trade payables are stated at cost;
– financial assets and liabilities are recognised on the balance sheet only when the Group becomes a party to the contractual provisions
of the instrument; and
– fair value through other comprehensive income (FVTOCI) financial instruments are carried at fair value with gains and losses being
recognised in equity, and represent investments.
i. Derecognition of financial instruments
The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it transfers
the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group neither transfers
nor retains substantially all of the risks and rewards of ownership and continues to control the transferred asset, the Group recognises
its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a
collateralised borrowing for the proceeds received.
On derecognition of a financial asset measured at amortised cost, the difference between the asset’s carrying amount and the sum
of the consideration received and receivable is recognised in profit or loss. In addition, on derecognition of an investment in a debt
instrument classified as FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is reclassified
to profit or loss. In contrast, on derecognition of an investment in an equity instrument which the Group has elected on initial
recognition to measure at FVTOCI, the cumulative gain or loss previously accumulated in the investments revaluation reserve is not
reclassified to profit or loss, but is transferred to retained earnings.
The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired.
The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised
in profit or loss.
When the Group exchanges with the existing lender one debt instrument into another one, with substantially different terms, such
exchange is accounted for as an extinguishment of the original financial liability and the recognition of a new financial liability. Similarly, the
Group accounts for substantial modification of terms of an existing liability or part of it as an extinguishment of the original financial liability
and the recognition of a new liability. It is assumed that the terms are substantially different if the discounted present value of the cash
flows under the new terms, including any fees paid net of any fees received and discounted using the original effective interest rate is at
least 10% different from the discounted present value of the remaining cash flows of the original financial liability. If the modification is not
substantial, the difference between: (1) the carrying amount of the liability before the modification; and (2) the present value of the cash
flows after modification is recognised in profit or loss as the modification gain or loss within other gains and losses.
193
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Notes to the consolidated financial statements continued
2. Significant accounting policies continued
ii. Derecognition of hedging arrangements
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying criteria
(after rebalancing, if applicable). This includes instances when the hedging instrument expires or is sold, terminated or exercised.
The discontinuation is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated
in cash flow hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs.
When a forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified
immediately to profit or loss.
F. Other hedging
i. Hedge of monetary assets and liabilities, financial commitments or forecast transactions
Where a derivative financial instrument is used as an economic hedge of the foreign exchange or metals commodity price exposure
of a recognised monetary asset or liability, financial commitment or forecast transaction, but does not meet the criteria to qualify for
hedge accounting under IFRS 9, no hedge accounting is applied and any gain or loss resulting from changes in fair value of the hedging
instrument is recognised in net financial income or expense.
Where such a derivative is a formally designated hedge of a forecast transaction for accounting purposes, movements in the value
of the derivative are recognised directly in other comprehensive income to the extent the hedge is effective. The Group assesses the
effectiveness of the hedge based on the expected fair value of the amount to be received and the movement in the fair value of the
derivative designated as the hedge.
For segmental reporting purposes, changes in the fair value of economic hedges that are not designated hedges, which relate to current
year trading, together with the gains and losses on their settlement, are allocated to the operating profit of the relevant business segment.
ii. Hedge of net investment in foreign operations
Where a foreign currency liability or derivative financial instrument is a formally designated hedge of a net investment in a foreign
operation, foreign exchange differences arising on translation of the foreign currency liability or changes in the fair value of the financial
instrument are recognised directly in equity via other comprehensive income, to the extent the hedge is effective. The Group assesses
the effectiveness of its net investment hedges based on fair value changes of its net assets, including relevant goodwill designated as
foreign currency assets, and the fair value changes of both the debt designated as a hedge and the relevant financial instrument.
G. Investments not held for trading
Investments that are designated as being not held for trading are initially recognised at fair value. Subsequently, the fair value of the
investment is reassessed at each balance sheet date, with movements in the fair value recognised in other comprehensive income.
In contrast, on derecognition of an investment in an equity instrument which the Group has elected on initial recognition to measure
at fair value through other comprehensive income, the cumulative gain or loss previously accumulated in the investments revaluation
reserve is not reclassified to profit or loss, but is transferred to retained earnings.
H. Discontinued operations
When the Group has assets and liabilities that have been sold in the year or are likely to be sold rather than being held for continuing
use, these assets and liabilities are included in current assets and liabilities and denoted ‘held for sale’ rather than in their usual
categories. They are recognised at the lower of carrying amount and fair value less costs to sell. Impairment losses on the initial
classification of assets held for sale are included in the income statement, even for assets measured at fair value, as are impairment
losses on subsequent remeasurement and any reversal thereof. Once classified as held for sale, assets are no longer depreciated
or amortised.
If they represent a significant enough proportion of the Group, they are also treated as discontinued operations. A discontinued
operation is a component of the Group’s business that represents a separate major line of business that has been disposed of, is held
for sale or is a subsidiary acquired exclusively with a view to resale. This means that their trading performance, i.e., their revenues, costs
and other items of income and expense, are no longer reported within the headline figures in the income statement and are instead
reported in a separate line, net of tax, called ‘discontinued operations’. These amounts no longer form part of continuing earnings per
share. Comparative figures are re‑presented to be shown on the same basis.
This enables the income statement for the current and prior year to be presented on a consistent basis and to convey a more
forward‑looking version of the results for the year.
IMI plc Annual Report 2023
194

3. Alternative Performance Measures (APMs) and adjusting items
Accounting policy
The Group’s policy is to exclude items from underlying performance that are considered to be significant in nature (i.e., outside of
the normal course of business) and/or quantum and where treatment as an adjusting item provides stakeholders with additional
useful information to assess period‑on‑period trading performance of the Group.
The Group believes that APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders
with additional helpful information on the performance of the business. These APMs are consistent with how the business
performance is planned and reported within the internal management reporting to the Board and Executive Committee. Some of
these measures are also used for the purpose of setting remuneration targets and for banking covenants.
The adjusting items in the income statement and the reasons these are considered to be adjusting items are detailed below:
– Costs associated with major restructuring projects – these costs are reported as adjusting items on the basis that they are
significant in quantum, relate to specific, approved strategic initiatives following reviews of our organisation structure during
the period and to provide stakeholders with comparability of underlying results from one period to the next, including dual
running costs. Restructuring costs that are not considered to be major or one‑off are included within underlying results in the
Consolidated Income Statement
– Impairment losses – impairment losses treated as adjusting items include those which are large in quantum or one‑off in nature
and, as a result, are not considered to be usual operating costs of the Group. In addition to this, impairment losses associated
with major restructuring projects are considered to be part of the overall project and therefore follow the same treatment as
restructuring projects, as described above. Impairment losses incurred, which are not significant or do not form part of a major
restructuring project are recorded as adjusted items. All impairment losses recorded as adjusting items in the current and prior
period relate to restructuring projects treated as adjusting items
– Gains and losses on property disposals – significant quantum gains and losses on property disposals are not considered to relate
to the underlying trading of the business and are therefore treated as adjusting items. All gains and losses on property disposals
associated with major restructuring projects are considered to be part of the overall project and therefore follow the same
treatment as restructuring projects, as described above
– Acquired intangible amortisation – the amortisation charge is not considered to be related to the underlying performance of
the Group and can fluctuate materially period‑on‑period as new businesses are acquired. All acquired intangible amortisation
is treated as an adjusting item due to its nature. The trading results of acquired businesses are included in the adjusted results
– Gains and losses on disposal of subsidiaries – due to their one‑off nature and large quantum, gains and losses on disposals
are treated as adjusting items. If these gains or losses are not considered to be one‑off or material, these amounts would be
included within underlying results. This also includes the impact of the exit from Russia – the loss on disposal of the Group’s
Russian subsidiary and impairment of assets related to Russian contracts
– The reversal of gains and losses on economic hedges – gains and losses on economic hedges are treated as an adjusting item
on a qualitative basis. The adjusting item reverses the treatment taken locally by the Group’s businesses, where the impact of
foreign currency forwards and commodity hedges are booked at the hedged rate in the adjusted results of the local businesses.
In compliance with IFRS 9 ‘Financial Instruments’, these do not meet the requirement of an effective hedge and are therefore
adjusted to be booked at the spot rate. The recognition of the gain and losses on the hedged items is recorded as a financing
item, including any unrealised gains and losses
– Other acquisition costs – for an acquired business, the acquisition costs which are primarily advisor and legal fees and the
one‑off write‑off of the inventory uplift to fair value do not reflect trading performance and so are treated as adjusting items
to ensure consistency between periods
– Special pension events – due to their one‑off nature and typically large quantum, special pension events are treated as adjusting
items. Special pension events which are not significant are recorded as adjusting items. There are no special pension events
recorded as adjusting items in the current or prior period
– Tax effect on adjusting items above – any tax effect of the above items is treated as an adjusting item
– Other tax items – an assessment is made, on a case‑by‑case basis, for one‑off tax items which significantly impact the Group’s
results to determine whether the item should be treated as an adjusting item
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Notes to the consolidated financial statements continued
3. Alternative Performance Measures (APMs) & adjusting items continued
The policies outlined above are consistent with the policies adopted in the previous period.
Movements in revenue and adjusted operating profit are given on an organic basis (see definition below) so that performance is not
distorted by acquisitions, disposals and movements in exchange rates.
The directors’ commentary discusses these APMs to remove the effects of items of both income and expense that are considered
different in nature from the underlying trading and normal quantum and where treatment as an adjusting item provides
stakeholders with additional information to assess period‑on‑period trading.
Critical judgement
Management have applied judgement in the identification of the APMs used in the Annual Report. The APMs presented are used in
discussions with the investment analyst community and by the Board and management to monitor the trading performance of
the Group.
The table below details the definition of each APM and a reference to where it can be reconciled to the equivalent statutory measure.
APM
Definition
Adjusted profit before tax
Adjusted profit before tax is statutory profit before tax before adjusting items
Adjusted net interest cost
Adjusted net interest cost is statutory net interest costs before adjusting items
Adjusted earnings per share
Adjusted earnings per share is defined within the table in Note 7.
Adjusted effective tax rate
The adjusted effective tax rate is the tax impact on adjusted profit before tax
Adjusted EBITDA
This measure reflects adjusted profit after tax before interest, tax,
Adjusted operating profit
Adjusted operating profit is statutory operating profit before adjusting items
Adjusted operating margin
Adjusted operating margin is adjusted operating profit divided by revenue.
Adjusted net financing costs
Adjusted net financing costs is interest received and interest paid including
Adjusted operating cash flow
This measure reflects cash generated from operations as shown in the
IMI plc Annual Report 2023
196

Net debt
Net debt is defined as the cash and cash equivalents, overdrafts,
Net debt: adjusted EBITDA
Net debt divided by adjusted EBITDA as defined above.
Cash conversion
Cash conversion is the adjusted operating cash flow as a percentage of the
Reversal of net economic hedge contract (gains)/losses
(a)
(8.3)
3.0
Restructuring costs
(b)
(48.1)
(25.9)
Acquired intangible amortisation and other acquisition costs
(c)
(33.6)
(33.7)
Exit from Russia
(d)
(2.0)
(9.0)
(92.0)
(65.6)
Gains on instruments measured at fair value through profit or loss
(a)
7.0
4.9
Tax impact of adjusting items above
(e)
19.4
14.6
(a) Reversal of net economic hedge contract gains/losses – for segmental reporting purposes, changes in the fair value of economic
hedges that are not designated as hedges for accounting purposes, together with the gains and losses on their settlement, are
included in the revenues and adjusted operating profit of the relevant business segment. The adjusting items at the operating costs
level reverse this treatment. The financing adjusting items reflect the change in value or settlement of these contracts with the
financial institutions with which they were transacted.
(b) Restructuring costs – restructuring costs of £48.1m were recognised in 2023. The Automation platform incurred costs of £30.6m
related to the rationalisation of three facilities. The Life Technology platform incurred costs of £17.5m related to the Customer First
reorganisation project, which transforms the structure into customer‑led sectors (across a number of businesses), and the
rationalisation of three facilities. The benefits of the restructuring programme are included in adjusted operating profit. These
ongoing significant restructuring projects are due to be completed in 2024.
Restructuring costs of £25.9m were recognised in 2022. These primarily related to Automation and were for the Customer First
project, across a number of businesses and the rationalisation of four facilities.
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Notes to the consolidated financial statements continued
3. Alternative Performance Measures (APMs) and adjusting items continued
(c) Acquired intangible amortisation and other acquisition costs – the acquired intangible amortisation charge was £32.0m
(2022: £29.5m), which largely relates to the amortisation of the intangible assets recognised on the acquisition of Adaptas Solutions,
Heatmiser UK Ltd and Bimba Manufacturing Company. Other acquisition costs of £1.6m for the year ended 31 December 2023 are
related to the unwind of the inventory fair value uplift adjustment for Heatmiser. Other acquisition costs of £4.2m for the year ended
31 December 2022 primarily related to professional fees associated with the acquisition of Heatmiser and Bahr and the unwind of
the inventory fair value uplift adjustment for Adaptas.
(d) Exit from Russia – During 2023, changes were made to the legal structure of a customer, which resulted in a £2m write‑off. In
2022, the Group’s decision to end all new business in Russia resulted in a charge of £9.0m. The Group recorded a loss on disposal
of its Russian subsidiary of £4.8m. In addition, the exit resulted in a £4.2m impairment of assets related to Russian contracts.
(e) Taxation – the tax effect of the above items has been recognised as an adjusting item and amounts to £19.4m (2022: £14.6m).
4. Segmental Information
Segmental information is presented in the consolidated financial statements for each of the Group’s operating segments. The operating
segment reporting format reflects the Group’s management and internal reporting structures and represents the information that was
presented to the chief operating decision‑maker, being the Executive Committee.
On 28 July 2023, the Group announced a structure change where the existing divisional structure, including IMI Critical Engineering,
IMI Precision Engineering and IMI Hydronic Engineering now reports under two platforms, Automation and Life Technology to better
align IMI to its key sectors and to help position IMI to accelerate growth.
Automation
The Automation business leverages deep automation technology and applications expertise to improve productivity, safety and
sustainability in the Process Automation and Industrial Automation sectors.
Life Technology
The Life Technology business focuses on technologies that enhance and improve everyday life, particularly in the areas of health,
sustainability and comfort across the Climate Control, Transport and Life Science & Fluid Control sectors.
Performance is measured by the Executive Committee, based on adjusted operating profit and organic revenue growth, which are
defined in Note 3. These two measures represent the two short‑term key performance indicators for the Group.
Businesses enter into forward currency and metal contracts to provide economic hedges against the impact on profitability of swings
in rates and values in accordance with the Group’s policy to minimise the risk of volatility in revenues, costs and margins. Adjusted
operating profits are therefore charged/credited with the impact of these contracts. In accordance with IFRS 9, these contracts do not
meet the requirements for hedge accounting and gains and losses are reversed out of operating profit and are recorded in net financial
income and expense for the purposes of the Consolidated income statement.
The following table illustrates how the results for the segments reconcile to the overall results reported in the income statement.
2022 results have been restated to reflect the structure change described in Note 1.
IMI plc Annual Report 2023
198

The following table shows a reconciliation of platform adjusted operating profit to statutory operating profit. 2022 results have been
restated to reflect the structure change described in Note 1.
Technology
Total
Revenue
1,350
1,248
846
801
2,196
2,049
Adjusted operating profit
257.3
225.3
153.3
138.5
410.6
363.8
Adjusted operating profit margin (%)
19.1%
18.1%
18.1%
17.3%
18.7%
17.8%
Reversal of net economic hedge contract losses/(gains)
(7.5)
1.0
(0.8)
2.0
(8.3)
3.0
Restructuring costs
(30.6)
(15.9)
(17.5)
(10.0)
(48.1)
(25.9)
Acquired intangible amortisation and other acquisition items
(14.9)
(16.2)
(18.7)
(17.5)
(33.6)
(33.7)
Exit from Russia
(2.0)
(5.9)
–
(3.1)
(2.0)
(9.0)
Statutory operating profit
202.3
188.3
116.3
109.9
318.6
298.2
Statutory operating margin (%)
15.0%
15.1%
13.7%
13.7%
14.5%
14.6%
Net financial expense
(16.2)
(12.8)
Statutory profit before tax
302.4
285.4
The following table illustrates how revenue and adjusted operating profit have been impacted by movements in foreign exchange,
acquisitions and disposals compared to 2022. 2022 results have been restated to reflect the structure change described in Note 1.
Year ended 31 December 2022 (Restated)
Year ended 31 December 2023
adjusted
Disposal
Exchange
Organic
adjusted
Acquisitions
Organic
Automation
1,248
(6)
(1)
1,241
1,350
(6)
1,344
8%
8%
Life Technology
801
(3)
4
802
846
(26)
820
6%
2%
Total
2,049
(9)
3
2,043
2,196
(32)
2,164
7%
6%
Automation
225.3
(0.6)
(0.6)
224.1
257.3
(1.1)
256.2
14%
14%
Life Technology
138.5
–
1.8
140.3
153.3
(8.4)
144.9
11%
3%
Total
363.8
(0.6)
1.2
364.4
410.6
(9.5)
401.1
13%
10%
Adjusted operating profit margin (%)
17.8%
17.8%
18.7%
18.5%
199
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
4. Segmental Information continued
The following table illustrates how the segmental assets and liabilities reconcile to the overall total assets and liabilities reported in the
balance sheet. 2022 results have been restated to reflect the allocation of goodwill of Heatmiser and CorSolutions and the structure
change, both of which are described in Note 1.
Assets
Liabilities
Automation
1,393.0
1,362.2
444.1
389.5
Life Technology
921.8
955.5
155.6
171.8
Total segmental assets/liabilities (including lease liabilities)
2,314.8
2,317.7
599.7
561.3
Corporate items
18.5
22.5
38.7
46.6
Employee benefits
1.7
28.5
50.6
47.4
Investments
1.7
2.0
–
–
Net debt items (excluding lease liabilities)
106.5
133.0
644.9
839.3
Net taxation
27.2
26.1
106.3
129.6
Total assets and liabilities in Group balance sheet
2,470.4
2,529.8
1,440.2
1,624.2
The following table includes other information to show how certain costs are allocated between the platforms of the Group.
2022 results have been restated to reflect the structure change described in Note 1.
costs
Capital expenditure
Amortisation
*
Automation
30.6
15.9
51.3
40.7
24.7
23.6
46.2
43.6
Life Technology
17.5
10.0
28.6
30.6
24.9
24.4
28.6
30.6
Total
48.1
25.9
79.9
71.3
49.6
48.0
74.8
74.2
**
* The amortisation figures above include the amortisation of acquired intangibles. £14.9m (2022: £15.3m restated) is included in respect of Automation and £17.1m (2022: £14.2m
restated) is included in respect of Life Technology.
** The depreciation figures above include the impact of IFRS 16 ‘Leases’: £17.1m in respect of Automation (2022: £18.8m restated) and £12.3m in respect of Life Technology
(2022: £13.6m restated).
IMI plc Annual Report 2023
200

The following table shows a geographical analysis of how the Group’s revenue is derived by destination:
UK
117
93
Germany
280
265
Rest of Europe
557
520
Total Europe
954
878
USA
525
536
Rest of Americas
140
91
Total Americas
665
627
China
174
179
Rest of Asia Pacific
296
271
Total Asia Pacific
470
450
Middle East and Africa
107
94
Total revenue
2,196
2,049
Revenue by geography (2023)
A
B
C
D
A
Europe 43%
B
Americas 30%
C
Asia Pacific 22%
D
Middle East and Africa 5%
Revenue by geography (2022)
A
B
C
D
A
Europe 43%
B
Americas 30%
C
Asia Pacific 22%
D
Middle East and Africa 5%
201
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
4. Segmental Information continued
The following table shows a geographical analysis of the location of the Group’s intangible assets, property, plant and equipment
and right‑of‑use assets. 2022 results have been restated to include the impact of Heatmiser and CorSolutions acquisitions, as discussed
in Note 1.
UK
196.6
192.3
Germany
298.2
306.8
Rest of Europe
312.9
307.4
USA
468.5
519.0
Asia Pacific
49.1
64.5
Rest of World
32.4
30.3
Total
1,357.7
1,420.3
The Group’s revenue streams are disaggregated in the table below. The 2022 results have been restated as a result of the changes
to the Group’s structure, which now reports under two platforms, Automation and Life Technology, as discussed in Note 1.
Industrial Automation
543
535
Aftermarket
483
411
New Construction
324
302
Process Automation
807
713
Automation
1,350
1,248
Climate Control
386
350
Life Science & Fluid Control
276
289
Transport
184
162
Life Technology
846
801
Total revenue
2,196
2,049
Sale of goods
2,115
1,977
Sale of services
81
72
Total revenue
2,196
2,049
IMI plc Annual Report 2023
202

5. Net operating costs
Operating profit is stated after charging/(crediting):
Net foreign exchange gains included in operating profit
(4.6)
(3.2)
Research and development expense
73.6
70.3
Amortisation of intangible assets
49.6
48.0
Impairment of intangible assets treated as adjusting items
–
0.2
Impairment of intangible assets
–
0.5
Depreciation of owned property, plant and equipment
45.4
41.9
Impairment/(reversal of impairment) of owned property, plant and equipment and leased assets treated as
adjusting items
5.0
(2.3)
Impairment/(reversal of impairment) of owned property, plant and equipment
0.2
(0.6)
Depreciation of right‑of‑use assets
29.4
32.3
Cost of inventories recognised as an expense
1,183.7
1,112.1
Loss on disposal of property, plant and equipment
0.5
1.7
Operating costs by function
The following table shows how much of the operating costs disclosed in the income statement relate to selling and distribution costs
and administrative expenses:
Selling and distribution costs
224.2
207.2
Administrative expenses
387.4
367.1
Total
611.6
574.3
Employee information
The average number of people employed by the Group during the year is shown in the table below. 2022 comparatives have been
restated to reflect the change to the business structure as described in Note 1.
2023
2022
Automation
6,542
7,102
Life Technology
4,410
3,947
Corporate
85
80
Total Group
11,037
11,129
203
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
5. Net operating costs continued
The aggregate employment cost charged to operating profit for the year was:
Wages and salaries
531.9
505.9
Share‑based payments
12.9
11.7
Social security costs
82.4
76.7
Pension costs
5.8
8.3
Total
633.0
602.6
The aggregate gains made by directors on the exercise of share options was £3.7m (2022: £2.6m). The remuneration, as defined in the
Companies Act 2006 Schedule 5, for the executive directors comprises fixed and annual variable pay as set out in the table on page 147 of
the Remuneration Report. For details of the non‑executive directors’ remuneration please refer to page 159 of the Remuneration Report.
Research and development expenditure
The cost of research and development expenditure charged directly to the income statement was £73.6m (2022: £70.3m). Included
within this is amortisation of capitalised intangible development costs which amounted to £7.3m (2022: £8.2m) and across the Group
a further £6.2m (2022: £5.9m) was capitalised in the year.
Exchange on operating activities net of hedging arrangements
The transactional foreign exchange gains in the Group were £4.6m (2022: gains of £3.2m).
Audit fees
The Group engages its auditor, Deloitte, to perform other assurance assignments in addition to their statutory audit duties where their
expertise, experience and knowledge of the Group should enable them to perform these assignments more efficiently than other similar
service providers.
The Group’s policy on such assignments is set out in the Audit Committee Report on page 130. Fees earned by Deloitte and its associates
during the year are set out below:
Fees earned by the Company’s auditor for the audit of the Company’s Annual Accounts
0.2
0.2
The audit of the Company’s subsidiaries pursuant to legislation
3.0
2.9
Other assurance services
0.1
0.1
Total
3.3
3.2
IMI plc Annual Report 2023
204

6. Share-based payments
The Group operates a number of equity and equity‑related compensation benefits to reward its employees. The estimated cost of
awarding these share options is charged to the income statement over the period that the Group benefits from the employees’ services.
This cost is then added back to retained earnings, to reflect that there is no overall impact on the Group’s balance sheet until the shares
are issued to the employees when the options are exercised.
The individual share option schemes, the number of options outstanding under each of them, the estimated cost of these options
recognised in the income statement and the assumptions used in arriving at this estimated cost are described below.
Accounting policy
The fair value of the employee services received in exchange for the grant of the options is recognised as an expense each year.
The total amount to be expensed over the vesting period is determined by reference to the fair value of the options granted,
excluding the impact of any non‑market vesting conditions (for example, profitability and sales growth targets). Non‑market
vesting conditions are included in assumptions about the number of options that are expected to become exercisable. The fair
value of the options is determined based on the Monte Carlo and Black‑Scholes option‑pricing models.
At each balance sheet date, the Group revises its estimates of the number of options that are expected to vest. It recognises the
impact of the revision of original estimates, if any, in the income statement.
For newly issued shares, the proceeds received net of any directly attributable transaction costs are credited to share capital
(nominal value) and share premium when the options are exercised.
Outstanding share options
At 31 December 2023, options to purchase ordinary shares had been granted to, but not yet exercised by, participants of IMI share
option schemes as follows:
Date of grant
Number of shares
Price
Dates from which exercisable
IMI Sharesave Scheme
04.04.18
650
1012.68p
01.08.21 or 01.08.23
04.04.19
15,663
884.16p
01.08.22 or 01.08.24
02.04.20
11,966
904.66p
01.08.23 or 01.08.25
02.04.21
62,396
1166.58p
01.08.24 or 01.08.26
31.03.22
89,403
1260.18p
01.08.25 or 01.08.27
07.06.23
70,305
1458.36p
01.08.26 or 01.08.28
Purchase Plans
15.08.22
68,053
1155.78p
15.08.24
20.03.23
41,140
1375.11p
20.03.25
IMI Incentive Plan
18.03.19
9,880
–
18.03.22
16.03.20
113,408
–
16.03.23
22.03.21
735,433
–
22.03.24
18.03.22
815,275
–
09.03.25
24.03.23
822,056
–
09.03.26
IMI Share Option Plan
11.03.14
22,450
1467
.00p
11.03.17
Total
2,878,078
205
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
6. Share-based payments continued
Schemes under which options are outstanding
The options in the above table relate to the following share‑based payment schemes:
IMI Sharesave Scheme (SAYE)
This scheme is open to the majority of the Group’s UK employees, including the executive directors, and allows the grant of options to
all participants at a discount of up to 20% below the market price. Such schemes are not subject to performance conditions and offer
tax incentives to encourage employees to use their own money to purchase IMI shares. SAYE options may be exercised within six
months of the date they first become exercisable.
Global Employee Share Purchase Plans (GESPP)
These plans were introduced in 2011 for the USA and Germany. The German and USA GESPP offer the opportunity to buy shares in IMI
at a fixed price at a future date. The German GESPP mirrors the UK Sharesave Scheme, with a minimum/maximum savings limit per
month and a contract duration of three to five years. The US GESPP also operates in a similar way to the UK Sharesave Scheme, with a
minimum/maximum savings limit per month, but the contract duration is for a fixed period of two years and different taxation
conditions apply for the exercise period. No further awards are intended to be granted under the German GESPP.
IMI Share Option Plan (SOP)
Share option awards were made from 2009 to selected senior managers and certain other employees under the SOP. These awards
are not subject to performance conditions, but are subject to a three year vesting period. The purpose of the SOP is to give selected
IMI employees (who are not executive directors of the Company) the opportunity to share the benefits of share price growth and to
increase their IMI shareholding.
Other share-based payment arrangements
The Group also operates the following employee share plans:
Share Incentive Plan (SIP)
The SIP is open to the majority of the Group’s UK employees, including the executive directors. This scheme covers two separate
opportunities for employees to share in IMI’s success, as follows:
– Partnership shares – allows employees to invest up to the statutory maximum from pre‑tax pay, which is used to buy IMI shares
– Free shares – allows a grant of shares to employees each year, up to the statutory maximum
Shares acquired or awarded under the SIP are not subject to performance conditions and offer tax incentives to encourage employees
to build up their shareholdings with the Company.
The IMI Incentive Plan (IIP)
In light of the expiry in 2015 of both the PSP and SMP, the IIP was introduced to act as the Company’s sole senior executive long‑term
incentive plan. The IIP acts as an umbrella plan which allows the Company to grant different types of awards to different employee
groups in an efficient way. The IIP is to be used annually to grant ‘Performance Share Awards’ in respect of ordinary shares to the
executive directors and other members of senior management, subject to performance conditions. The IIP will also be used annually
to grant ‘Bonus Share Awards’ below board level. The IIP also gives the Company the ability to grant ‘Restricted Stock Unit Awards’
and ‘Share Options’. It is currently intended that Restricted Stock Unit Awards and share options will only be granted in response to
specific business requirements.
IMI plc Annual Report 2023
206

Options granted during the year
2019
200
884p
2022‑2025
2020
68
905p
2023‑2026
2021
75
1167p
2024‑2027
2022
103
1260p
2025‑2028
2023
75
1458p
2026-2029
2019
33
903p
2021
2020
43
956p
2022
2021
–
–
2023
2022
85
1156p
2024
2023
44
1375p
2025
2019
845
–
2021‑2022
2020
1,466
–
2022‑2023
2021
891
–
2023‑2024
2022
929
–
2024‑2025
2023
859
–
2025-2026
Movement in outstanding options in the year
1
Outstanding at 1 January 2022
538
845‑1518p
1116p
3,065
3,603
Exercisable at 1 January 2022
222
845‑1518p
1325p
272
494
Granted
188
1156‑1260p
1213p
1,033
1,221
Exercised
142
845‑1467p
947p
533
675
Lapsed
65
845‑1467p
1025p
306
371
Outstanding at 31 December 2022
519
884‑1518p
1209p
3,255
3,774
Exercisable at 31 December 2022
180
884‑1518p
1197p
477
657
Granted
119
1375-1458p
1428p
905
1,024
Exercised
191
845-1375p
1238p
799
989
Lapsed
66
845-1458p
1219p
594
660
Outstanding at 31 December 2023
382
884-1458p
1260p
2,767
3,149
Exercisable at 31 December 2023
25
905-1467p
1412p
195
286
2
1 Options not granted at nil cost include options granted under the following schemes: IMI Sharesave Scheme, Global Employee Share Purchase Plans and IMI Share Option Plan.
2 Options granted at nil cost are those granted under the Performance Share Plan, Share Matching Plan and IMI Incentive Plan.
207
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
6. Share-based payments continued
Share-based payment charge for the year
The total expense recognised for the year arising from share‑based payments was £12.9m (2022: £11.7m) which comprises a charge
of £15.9m (2022: £15.5m) for the year, offset by a credit of £3.0m (2022: £3.8m) in respect of lapses.
£2.8m (2022: £2.7m) of the total charge and £0.8m (2022: £0.5m) of the total credit is in respect of options granted to directors.
Share-based payment valuation methodology
The fair value of services received in return for share options granted are measured by reference to the fair value of share options
granted, based on Black‑Scholes and Monte Carlo option pricing models. The assumptions used for grants in 2023 included a
dividend yield of 2.0% (2022: 2.0%), expected share price volatility of 29% (2022: 32%), a weighted average expected life of 3.7 years
(2022: 3.5 years) and a weighted average interest rate of 4.11% (2022: 1.75%). The expected volatility is wholly based on the historical
volatility (calculated based on the weighted average remaining life of the share options), adjusted for any expected changes to future
volatility due to publicly available information.
Other share-based payment disclosures
The weighted average remaining contractual life for the share options outstanding as at 31 December 2023 is 3.1 years (2022: 4.8 years)
and the weighted average fair value of share options granted in the year at their grant date was £13.69 (2022: £13.01).
The weighted average share price at the date of exercise of share options exercised during the year was £15.18 (2022: £14.71).
7. Earnings per ordinary share
Earnings per share (EPS) is the amount of post‑tax profit attributable to each share (excluding those held in the Employee Benefit Trust
or by the Company). Basic EPS measures are calculated as the Group profit for the year attributable to equity shareholders, divided by
the weighted average number of shares in issue during the year. Diluted EPS takes into account the dilutive effect of all outstanding
share options priced below the market price, in arriving at the number of shares used in its calculation.
Both of these measures are also presented on an adjusted basis to assist the reader of the financial statements and provide insight into
the performance of the Group. The table below demonstrates how this calculation has been performed.
Weighted average number of shares for the purpose of basic earnings per share
A
259.3
258.3
Dilutive effect of employee share options
1.0
1.2
Weighted average number of shares for the purpose of diluted earnings per share
B
260.3
259.5
£m
£m
Statutory profit for the year
C
237.3
226.3
Total adjusting item charges included in profit before tax
85.0
60.7
Total adjusting item credits included in taxation
(19.4)
(14.6)
Earnings for adjusted EPS
D
302.9
272.4
2023
2022
Statutory basic EPS
C/A
91.5p
87.6p
Statutory diluted EPS
C/B
91.2p
87.2p
Adjusted basic EPS
D/A
116.8p
105.5p
Adjusted diluted EPS
D/B
116.4p
105.0p
IMI plc Annual Report 2023
208

8. Net financing costs
Accounting policy
Financial income comprises interest receivable on funds invested, income from investments and gains on hedging instruments that
are recognised in the income statement. Interest income is recognised in the income statement as it accrues, taking into account
the effective yield on the asset. Dividend income is recognised in the income statement on the date that the dividend is declared.
Financial expense comprises interest payable on borrowings calculated using the effective interest rate method, the interest‑related
element of derivatives and losses on financial instruments that are recognised in the income statement. The interest expense
component of lease payments is recognised in the income statement applying territory‑specific incremental borrowing rates.
Net finance expense relating to defined benefit pension schemes represents the assumed interest on the difference between
employee benefit plan liabilities and the employee benefit plan assets.
The finance income or expense on mark‑to‑market movements on interest and foreign exchange derivatives and other financing
costs are excluded from adjusted earnings.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalised as part of the cost of the respective assets. All other
borrowing costs are expensed in the period they occur. Borrowing costs consist of interest and other costs that an entity incurs
in connection with the borrowing of funds.
2023
2022
Interest income on bank deposits
8.1
8.1
4.6
4.6
Financial income
8.1
–
8.1
4.6
–
4.6
Interest expense on interest‑bearing loans and borrowings
(27.9)
(27.9)
(21.0)
(21.0)
Interest expense on leases
(2.9)
(2.9)
(2.8)
(2.8)
Financial expense
(30.8)
–
(30.8)
(23.8)
–
(23.8)
Other economic hedges
7.0
7.0
4.9
4.9
schemes
(0.5)
(0.5)
1.5
1.5
Net financial (expense)/income
(23.2)
7.0
(16.2)
(17.7)
4.9
(12.8)
Included in financial instruments are current year trading gains and losses on economically effective transactions, which, for management
reporting purposes, are included in adjusted revenue and operating profit (Note 3). For statutory purposes, these are shown within net
financial income and expense above. Gains or losses for future year transactions are in respect of financial instruments held by the
Group to provide stability of future trading cash flows.
Gain/(loss) arising on hedging instruments designated in hedges of the net assets in foreign operations
6.7
(7.5)
Exchange differences on translation of foreign operations net of funding revaluations
(41.1)
40.9
Exchange differences reclassified to the income statement on disposal of operations
(0.2)
0.6
Income tax on items recognised in other comprehensive income
1.8
(0.3)
Total items recognised in other comprehensive income (net of tax)
(32.8)
33.7
Translation reserve
(32.8)
33.7
209
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Notes to the consolidated financial statements continued
9. Taxation
IMI operates through subsidiary companies all around the world that pay many different taxes, such as corporate income taxes, VAT,
payroll withholdings, social security contributions, customs import duties and excise duties. This note aggregates only those corporate
income taxes that are or will be levied on the profits of IMI plc and its subsidiary companies for periods leading up to and including the
balance sheet date. The profits of each company are subject to certain adjustments as specified by applicable tax laws in each country
to arrive at the tax liability that is expected to result on its tax returns. Where these adjustments have future tax impact, then deferred
taxes may also be recorded.
Accounting policy
Current tax payable/receivable represents the expected tax payable/receivable on the taxable profits for the year, using tax rates
enacted or substantively enacted at the balance sheet date and taking into account any adjustments in respect of prior years.
Deferred tax is provided, using the balance sheet method, on temporary differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the
following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction
that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in
subsidiaries to the extent that the timing of the reversal of the differences can be controlled and it is probable that the differences
will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to apply when the temporary
differences reverse, based on the tax laws that have been enacted or substantively enacted by the balance sheet date.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary difference can be utilised.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax
liabilities and when deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same
taxable entities or different taxable entities where there is an intention to settle the balances on a net basis.
The Group has applied the temporary exception issued by the IASB in May 2023 from the accounting requirements for deferred
taxes in IAS 12. Accordingly, the Group neither recognises nor discloses information about deferred tax assets and liabilities related
to the OECD Inclusive Framework agreement for a global minimum corporate income tax rate.
In common with many multinational companies, IMI faces tax audits in jurisdictions around the world, including in relation to the
transfer pricing of goods and services between associated entities within the Group, the outcomes of which are uncertain. These
tax audits may be subject to inter‑government negotiations. The matters under discussion are often complex and can take many
years to resolve. Tax liabilities are recorded based on Management’s estimate of either the most likely amount or the expected
amount depending on which method is expected to better reflect the resolution of the uncertainty.
IMI plc Annual Report 2023
210

Tax governance, risk and strategy
IMI recognises its corporate responsibility to ensure that all businesses within the IMI Group follow responsible tax practices to enhance
long‑term shareholder value, whilst also contributing to the public expenditure and the overall welfare of the communities in which it
operates. Accordingly, the IMI Tax Policy sets the core principles of compliance, fairness, value and transparency for the management
of the Group’s tax affairs.
This Policy has been approved by the Board, fully communicated to subsidiary businesses, and is reviewed to ensure that responsible
business practices across the Group are maintained. The Chief Financial Officer has primary responsibility for all tax matters and keeps
the Board apprised of any significant issues or changes to the Tax Policy. A robust tax governance framework has also been established
under which the Executive Committee and the IMI Board are apprised on a regular basis of any material or significant tax matters,
so that appropriate action can be implemented. Through our internal communications platform, the Group communicates policies,
procedures, guidance and best practices to improve the management of taxation across its subsidiary companies worldwide.
Compliance: IMI pays and collects significant amounts of taxes around the world as a result of its business activities. It seeks to manage
its taxation obligations worldwide in compliance with all applicable tax laws and regulations, as well as fully in line with the Group’s
Code of Conduct. Accordingly, the tax contribution by the individual businesses is monitored and robust standard tax compliance
processes operate together with appropriate financial controls to ensure that all tax returns are complete, accurate and filed on a timely
basis with the tax authorities around the world and the declared taxes are paid on time. Furthermore, the preparation and filing of the
corporate income tax returns for IMI subsidiary companies worldwide have been largely outsourced to one tax advisory firm.
Tax laws are often complex, which can lead to inconsistent interpretations by different stakeholders. Where this occurs, IMI may reduce
uncertainty and controversy through various actions, including proactive discussion with the fiscal authorities to obtain early resolution
and securing external tax advice to ensure the robust interpretation of tax laws and practices.
The Group Tax Policy is fully aligned with the Group’s Code of Conduct, which requires the Group and its employees and agents to act
in compliance with applicable laws and with fairness and integrity in all of its business dealings. IMI has a zero‑tolerance approach to tax
evasion and the facilitation of tax evasion. Consideration of UK legislation regarding third party tax evasion has also been incorporated
into the Group’s prevention procedures, including employee training.
Fairness: IMI seeks to record its profits across the subsidiary companies around the world on an arm’s length basis in accordance with
internationally accepted best practices, recognising the relative contributions of people, assets, intellectual property and risks borne
by the various businesses. The resulting allocation of profits is regularly tested for compliance with this standard.
IMI has taken action to ensure that it meets the enhanced transfer pricing disclosures and documentation requirements by tax
authorities as a result of the Base Erosion & Profit Shifting (commonly referred to as ‘BEPS’) initiative by the OECD.
Value: IMI manages the impact of taxation on its businesses in a responsible manner by only adopting legitimate and commercial
positions. In doing so, the Group may make use of legitimate tax incentives, exemptions and statutory alternatives offered by
governments and will look to ensure that it is not taxed more than once on the same profit. As a UK‑headquartered group, IMI’s profits
are ultimately subject to UK taxation, although as the Group pays significant taxes overseas, the overall effective tax rate for the Group
is slightly different from the UK statutory tax rate.
Transparency: IMI aims to build positive working relationships with tax authorities by cooperating in a constructive, open and timely
manner. IMI seeks to disclose its tax affairs in its published accounts and taxation returns fully in accordance with the applicable
standards and, where appropriate, will supplement its tax disclosures with further information to better inform, and to be transparent to,
its stakeholders.
Risk: IMI engages external support to manage tax risks and achieve the strategic objectives outlined above. Tax risks are regularly
assessed for all companies within the Group, promptly addressed and reported so that they may be appropriately provided and
disclosed in the relevant accounts and tax returns. To the extent that identified tax risks are material they will be reported to the
Executive Committee through the Group’s process for strategic risk management as described on page 88.
211
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Financial Statements

Notes to the consolidated financial statements continued
9. Taxation continued
UK Corporation tax
The average rate of corporation tax in the UK for 2023 was 23.5% (2022: 19%). From 1 April 2023, the statutory rate increased from 19%
to 25%. UK deferred tax assets and liabilities have therefore been calculated using a rate of 25% (2022: 25%).
Tax payments
During the year, the Group made payments of corporate income tax of £76.1m (2022: £48.6m), principally arising as follows:
Jurisdiction of companies making corporate income tax payments:
2022: £48.6m 2023: £76.1m
A
Germany £10.4m
B
USA £1.1m
C
Italy £1.0m
D
Japan £3.1m
E
Switzerland £5.8m
F
UK £5.7m
G
Sweden £0.5m
H
Austria £0.1m
I
China £3.4m
J
Czech Republic £2.3m
K
South Korea £2.7m
L
India £3.8m
M
Singapore £0.9m
N
Other £7.8m
A
F
G
H
I
J
B
C
D
E
K
L
M
N
A
Germany £9.1m
B
USA £13.9m
C
Italy £3.4m
D
Japan £2.6m
E
Switzerland £10.5m
F
UK £11.1m
G
Sweden £1.3m
H
Austria £0.7m
I
China £5.9m
J
Czech Republic £1.4m
K
South Korea £0.3m
L
India £4.3m
M
Singapore £2.2m
N
Other £9.4m
A
F
G
H
I
J
B
C
D
E
K
L
M
N
There is normally an element of volatility in the annual payments of corporate income taxes due to the timing of assessments, acquisitions
and disposals, exceptional items and payments on account in the many countries in which the Group operates. Changes in the jurisdictions
in which profits are earned can have an impact on cashflow levels which may take time to be reflected in the tax cashflow.
The level of payments made during 2023 increased significantly compared to 2022. Of the significant movements, the UK and USA
payments for 2022 included the recovery of tax assets and receivables and so the 2023 levels of payment are more normal. The USA
also reflects an increase in taxable profits, including recent acquisitions. Switzerland payments reflect the timing differences in profits
being earned and tax assessments being received. Other territorial movements in payments largely reflect shifts in trading.
In addition, the Group makes substantial other tax payments relating to employment, consumption, procurement and investment to tax
authorities around the world.
IMI plc Annual Report 2023
212

Recognised in the income statement
This section sets out the current and deferred tax charges, which together comprise the total tax charge in the income statement.
Current year charge
86.7
63.0
Adjustments in respect of prior years
(7.3)
(1.9)
79.4
61.1
Origination and reversal of temporary differences
(14.3)
(2.0)
Total income tax charge
65.1
59.1
Reconciliation of effective tax rate
As IMI’s head office and parent company is domiciled in the UK, the Group references its effective tax rate to the UK corporation tax
rate, despite only a small portion of the Group’s business being in the UK. Therefore, the following tax reconciliation applies the UK
corporation tax rate for the year to profit before tax, both before and after adjusting items. The resulting tax charge is reconciled to
the actual tax charge for the Group, by taking account of specific tax adjustments as follows:
2023
2022
Profit before tax
387.4
(85.0)
302.4
346.1
(60.7)
285.4
(2022: 19.0%)
91.0
(20.0)
71.0
65.8
(11.5)
54.3
Non‑deductible items
4.6
0.7
5.3
3.0
0.4
3.4
Non‑taxable loss on disposal of businesses
(0.3)
–
(0.3)
–
0.9
0.9
Utilisation of losses on which no deferred tax had been
recognised
–
–
–
(1.0)
–
(1.0)
Current year losses for which no deferred tax asset has
been recognised
0.8
–
0.8
0.2
–
0.2
timing differences
–
–
–
(0.8)
–
(0.8)
Differing tax rates
(4.0)
(1.6)
(5.6)
12.5
(4.4)
8.1
Adjustments to prior year current and deferred tax charges
(7.6)
1.5
(6.1)
(6.0)
–
(6.0)
Total tax in income statement
84.5
(19.4)
65.1
73.7
(14.6)
59.1
income statement
84.5
(19.4)
65.1
73.7
(14.6)
59.1
Effective rate of tax:
21.8%
21.5%
21.3%
20.7%
213
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Financial Statements

Notes to the consolidated financial statements continued
9. Taxation continued
Events after the reporting period
During 2023, the UK government substantively enacted the OECD Inclusive Framework agreement for a global minimum corporate
income tax rate of 15%. For IMI, this takes effect from 1 January 2024. The event does not therefore affect IMI’s results for 2023. IMI is
evaluating the impact that this will have on future accounting periods but expects that its entities in most territories will not be impacted
by this minimum tax requirement. To the extent top‑up taxes are required, the impact on IMI’s results is expected to be minimal.
However, further evaluation will be undertaken as additional guidance becomes available.
Recognised outside of the income statement
In addition to amounts charged to the income statement, some current tax and deferred tax is charged/(credited) directly to equity
or through other comprehensive income, which can be analysed as follows:
On equity‑settled transactions
(0.4)
1.9
On remeasurement gains and on defined benefit plans
(8.6)
(20.4)
(9.0)
(18.5)
On change in value of effective net investment hedge derivatives
(1.8)
0.3
On equity‑settled transactions
(0.1)
–
(10.9)
(18.2)
to the statement of comprehensive income
(10.4)
(20.1)
to the statement of changes in equity
(0.5)
1.9
(10.9)
(18.2)
Recognised deferred tax assets and liabilities
Deferred taxes record the tax consequences of temporary differences between the accounting and taxation recognition of certain items,
as explained below:
Assets
Liabilities
Net
Intangible and tangible fixed assets
13.0
6.2
(67.6)
(76.3)
(54.6)
(70.1)
Inventories
6.4
5.1
(0.8)
(1.7)
5.6
3.4
Revaluation of derivatives
0.5
0.5
(1.1)
(0.8)
(0.6)
(0.3)
Pension and share‑based payments
13.5
12.1
–
(7.1)
13.5
5.0
Short term timing differences
29.7
31.1
(5.6)
(5.8)
24.1
25.3
Other tax credits and losses
1.4
1.7
–
–
1.4
1.7
64.5
56.7
(75.1)
(91.7)
(10.6)
(35.0)
Offsetting within tax jurisdictions
(41.8)
(32.5)
41.8
32.5
–
–
Total deferred tax assets and liabilities
22.7
24.2
(33.3)
(59.2)
(10.6)
(35.0)
IMI plc Annual Report 2023
214

The movement in the net deferred tax balances has been recognised in the financial statements, as analysed below:
Intangible and tangible fixed assets
(70.1)
13.8
1.7
(54.6)
Inventories
3.4
2.3
(0.1)
5.6
Revaluation of derivatives
(0.3)
(0.3)
(0.6)
Pension and share‑based payments
5.0
(0.5)
9.0
13.5
Short‑term timing differences
25.3
(0.8)
(0.4)
24.1
Other tax credits and losses
1.7
(0.2)
(0.1)
1.4
Net deferred tax (liability)/asset
(35.0)
14.3
9.0
1.1
–
(10.6)
Intangible and tangible fixed assets
(48.7)
6.0
(4.4)
(23.0)
(70.1)
Inventories
3.3
0.4
0.1
(0.4)
3.4
Revaluation of derivatives
(0.6)
0.3
(0.3)
Pension and share‑based payments
(13.9)
(0.2)
18.5
0.6
5.0
Short‑term timing differences
25.0
(1.7)
1.6
0.4
25.3
Other tax credits and losses
4.4
(2.8)
0.1
1.7
Net deferred tax (liability)/asset
(30.5)
2.0
18.5
(2.0)
(23.0)
(35.0)
All exchange movements are taken through the translation reserve.
215
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Financial Statements

Notes to the consolidated financial statements continued
9. Taxation continued
Unrecognised deferred tax assets and liabilities
Deferred assets are reviewed at each reporting date. Deferred tax assets have not been recognised for the following temporary differences:
2023
2022
Within 10 years
2.3
0.6
7.4
1.8
Available indefinitely
18.1
4.8
46.0
12.0
Within 10 years
–
–
–
–
Available indefinitely
118.5
29.7
119.2
29.9
Within 10 years
0.6
0.1
0.5
0.1
Available indefinitely
–
–
–
–
Within 10 years
56.2
3.5
–
–
Available indefinitely
–
–
–
–
195.7
38.7
173.1
43.8
Deferred tax assets have not been recognised for these temporary differences due to uncertainty over suitable future taxable profits
and therefore their ability to be recovered. In assessing the probability of recovery, the Group assesses the likelihood of them being
recovered within a reasonably foreseeable time frame, this being typically a minimum of five years, taking into account the future
expected profit profile business model of the relevant company and country. The Group also considers the nature of the temporary
differences, and any potential legislative restrictions on use. In some instances, these amounts are yet to be accepted by the tax
authorities and could be challenged. The majority of these amounts have no expiry date as noted in the table above.
It is likely that the majority of unremitted earnings of overseas subsidiaries would qualify for the UK dividend exemption. However,
£159.4m (2022: £112.9m) of those earnings may still result in a tax liability principally as a result of withholding taxes levied by the
overseas jurisdictions in which those subsidiaries operate. These tax liabilities are not expected to exceed £9.0m (2022: £6.6m),
of which £3.5m (2022: £3.2m) has been provided on the basis that the Group expects to remit these amounts.
IMI plc Annual Report 2023
216

10. Dividends
Accounting policy
Dividends are recognised as a liability in the period in which they are approved by shareholders.
Dividends
After the balance sheet date, the following dividends were proposed by the directors. The dividends have not been provided for and
there are no income tax consequences.
Current year final dividend – 19 .2p per qualifying ordinary share (2022: 17 . 4p)
49.9
45.1
The following dividends were declared and paid by the Group during the year:
Prior year final dividend paid – 17.4p per qualifying ordinary share (2022 final year dividend: 15.8p)
45.1
40.8
Current year interim dividend paid – 9.1p per qualifying ordinary share (2022: 8.3p)
23.7
21.4
68.8
62.2
Dividend policy and share buy backs
As part of the capital management process, the Group ensures that adequate reserves are available in IMI plc in order to meet proposed
shareholder dividends, the purchase of shares for employee share scheme incentives and any on‑market share buyback programme.
The Group does not have a formal dividend policy or pay out ratio. The Group’s aim is to continue with progressive dividends which
typically increase at a steady rate for both the interim and final dividend payments. In the event that the Board cannot identify sufficient
investment opportunities through capital expenditure, organic growth initiatives and acquisitions, the return of funds to shareholders
through share buybacks or special dividends will be considered. It should be noted that a number of shares are regularly bought in the
market by an employee benefit trust, in order to hedge the exposure under certain management incentive plans. Details of these
purchases are shown in Note 22 to the financial statements.
217
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Financial Statements

Notes to the consolidated financial statements continued
11. Intangible assets
Accounting policy
Intangible assets are disclosed as acquired intangible assets and non‑acquired intangible assets. Amortisation of acquired intangible
assets is treated as an adjusting item, as described in Note 3, as the impact of any acquisitions, which are clearly identifiable,
can materially impact the net book value, from period to period.
i. Goodwill
Goodwill is initially measured at cost, being the excess of the aggregate of the acquisition date fair value of the consideration
transferred over the net identifiable amounts of the assets acquired and the liabilities assumed for the business combination. After
initial recognition, goodwill is measured at cost, less any accumulated impairment losses. The value of the goodwill can arise from
a number of sources, but in relation to our more recent acquisitions, it has been represented by post‑acquisition synergies and the
skills and knowledge of the workforce.
ii. Research and Development
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding,
is recognised in the income statement as an expense as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or
substantially improved products and processes, is capitalised provided benefits are probable, cost can be reliably measured and if,
and only if, the product or process is technically and commercially feasible and the Group has sufficient resources and intention
to complete development. The expenditure capitalised includes the cost of materials, direct labour and directly attributable
overheads. Other development expenditure is recognised in the income statement as an expense as incurred. Capitalised
development expenditure is stated at cost less accumulated amortisation (see below) and impairment losses (see accounting policy
‘Impairment’) and is included in the other acquired or other non‑acquired category of intangible assets depending on its origin.
iii. Software development costs
Software applications and systems that are not an integral part of their host computer equipment are capitalised on initial recognition
as intangible assets at cost. Cost comprises the purchase price plus directly attributable costs incurred on development of the asset
to bring it into use. Following initial recognition, software development costs are carried at cost less any accumulated amortisation
(see below) and accumulated impairment losses (see accounting policy ‘Impairment’) and are included in the other acquired or
other non‑acquired category of intangible assets depending on their origin.
iv. Customer relationships and other acquired intangible assets
Customer relationships and other intangible assets that are acquired by the Group as part of a business combination are stated
at their fair value calculated by reference to the net present value of future benefits accruing to the Group from utilisation of the
asset, discounted at an appropriate discount rate.
Expenditure on other internally generated intangible assets is recognised in the income statement as an expense as incurred.
v. Amortisation of intangible assets other than goodwill
Amortisation is charged to the income statement on a straight‑line basis (other than for customer relationships and order book,
which are charged on a sum of digits basis) over the estimated useful lives of the intangible assets. Amortisation commences
from the date the intangible asset becomes available for use. The estimated useful lives for:
– Capitalised development costs are the life of the intangible asset (usually a maximum of 17 years)
– Software development costs are the life of the intangible asset (up to 17 years)
– Customer relationships are the life of the intangible asset (up to 17 years)
– Other intangible assets (including order books, brands and software) are the life of the intangible asset (up to 10 years)
The Group splits its intangible assets between those arising on acquisitions and those which do not, because the amortisation
of acquired intangibles is recognised as an adjusting item in the income statement.
IMI plc Annual Report 2023
218

Analysis of intangible assets
2022 results have been restated to reflect the allocation of goodwill of Heatmiser and CorSolutions, as discussed in Note 1.
As at 1 January 2022
569.6
283.9
185.0
172.2
8.9
650.0
Exchange adjustments
48.3
21.2
22.3
12.7
(0.7)
55.5
Acquisitions (Note 23)
117.2
59.7
33.9
93.6
Additions
7.0
7.1
14.1
Transfers from assets in the course of construction
9.3
(9.3)
–
Disposals
(6.0)
(6.0)
As at 31 December 2022
735.1
364.8
241.2
195.2
6.0
807.2
Exchange adjustments
(17.7)
(7.8)
(10.6)
(4.5)
(22.9)
Additions
12.1
7.4
19.5
Transfers from assets in the course of construction
3.8
(3.8)
–
Disposals
(4.0)
(4.0)
As at 31 December 2023
717.4
357.0
230.6
202.6
9.6
799.8
As at 1 January 2022
36.0
204.3
107.2
104.0
415.5
Exchange adjustments
1.7
14.0
11.5
6.8
32.3
Disposals
(6.0)
(6.0)
Impairment charge
0.7
0.7
Amortisation for year
17.2
12.3
18.5
48.0
As at 31 December 2022
37.7
235.5
131.0
124.0
490.5
Exchange adjustments
(0.6)
(5.7)
(5.2)
(2.8)
(13.7)
Disposals
(4.0)
(4.0)
Amortisation for year
21.3
10.7
17.6
49.6
As at 31 December 2023
37.1
251.1
136.5
134.8
522.4
Net book value at 31 December 2022
697.4
129.3
110.2
71.2
6.0
316.7
Net book value at 31 December 2023
680.3
105.9
94.1
67.8
9.6
277.4
* Other non‑acquired intangibles include capitalised development costs with a carrying value of £32.0m (2022: £33.1m) and capitalised software costs with a carrying value of £35.8m
(2022: £38.1m).
The individually significant acquired customer relationships includes £42.1m (2022: £50.5m) in Adaptas Solutions LLC, £21.1m
(2022: £24.3m) in Bahr Modultechnik GmbH and £24.6m (2022: £28.7m) in Heatmiser UK Limited, which have 12 to 16 years of
amortisation remaining. The only individually significant other acquired intangibles is the Adaptas brands, with a net book value
of £29.1m (2022: £33.3m), which have 8 to 13 years of amortisation remaining.
219
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Financial Statements

Notes to the consolidated financial statements continued
11. Intangible assets continued
Goodwill impairment testing
Accounting policy
For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each
of the Group’s cash‑generating units (or groups of ’CGUs’). The composition of CGUs reflects both the way in which cash inflows
are generated and the internal reporting structure. Where our businesses operate closely with each other we will continue to
review whether they should be treated as a single CGU. Each unit or group of units to which goodwill is allocated represents the
lowest level within the entity at which the goodwill is monitored for internal management purposes and shall not be larger than an
operating segment before aggregation.
Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the
operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the
operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and
the portion of the CGU retained.
Impairment
The carrying values of the Group’s non‑financial assets other than inventories and deferred tax assets, are reviewed at each balance
sheet date to determine whether impairment indicators exist.
If indicators exist, the recoverable amount of the asset or all assets within its CGU is estimated. An impairment loss is recognised
whenever the carrying amount of an asset or its CGU unit exceeds its recoverable amount. Impairment losses are recognised in the
income statement.
For goodwill and assets that are not yet available for use, the recoverable amount is evaluated at each balance sheet date.
The recoverable amount of non‑financial assets is the greater of their fair value less costs to sell and value in use. In assessing value
in use, an individual assessment is made of the estimated future cash flows generated for each CGU derived from the Group’s
long‑term forecasts for the next five years with due consideration to climate related risks. These are discounted to their present
value using a pre‑tax discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset. Management believe that this approach, including the use of the indefinite cash flow projection, is appropriate based upon
both historical experience and because it is one of the bases management utilise to evaluate the fair value of investment
opportunities. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the
smallest cash‑generating unit to which the asset belongs.
Reversals of impairment
Impairments of goodwill are non‑reversible. In respect of other assets, an impairment loss is reversed if at the balance sheet date, there
are indications that the loss has decreased or no longer exists following a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
The Group has 12 (2022: 12) cash‑generating units to which goodwill is allocated.
The recoverable amount of a CGU is the higher of its fair value less costs to sell and its value in use. Value in use is determined using
cash flow projections from financial budgets, forecasts and plans approved by the Board covering a five‑year period, and include
a terminal value multiple. The projected cash flows reflect the latest expectation of demand for products and services, including
consideration of the future impacts of climate change, which is considered as part of the Group’s five‑year strategic planning process.
The key assumptions in these calculations are the long‑term growth rates and the discount rates applied to forecast cash flows, in
addition to the achievement of the forecasts themselves. Long‑term growth rates are based on long‑term economic forecasts for
growth in the manufacturing sector in the geographical regions in which the cash‑generating unit operates. Pre‑tax discount rates
specific to each cash‑generating unit are calculated by adjusting country and region‑specific post‑tax weighted average cost of capital
(WACC) for specific country risk premium, the Group’s size risk premium and tax rate relevant to the jurisdiction in which the cash flows
are generated.
IMI plc Annual Report 2023
220

This exercise resulted in the use of the following ranges of values for the key assumptions:
Discount rate
8.5-13.3
8.8‑13.3
Short‑term growth rate
8.0-14.0
10.0‑12.0
Long‑term growth rate
1.5-2.1
1.2‑2.0
For the purpose of assessing the significance of CGUs, the Group uses a threshold of 10% of the total goodwill balance. The recoverable
amount of the CGUs is determined from a value in use calculation and the key assumptions used in this calculation are the discount
rate, growth rate and operating cash flows. These estimates are determined using the methodology discussed above and for those
CGUs considered to be significant, outlined in the table below. 2022 results have been restated to reflect the goodwill allocation of
Heatmiser and the structure change, both of which are described in Note 1.
Life Science & Fluid Control
201.4
10.5
8.0
2.0
Process Automation – Petrochemical & Isolation
115.2
11.8
8.0
2.0
Process Automation – Control Valves
96.5
13.3
8.0
2.0
Heatmiser
67.6
12.0
14.0
1.5
Life Science & Fluid Control
208.9
10.3
12.0
2.0
Process Automation – Petrochemical & Isolation
117.4
10.0
10.0
2.0
Process Automation – Control Valves
99.6
13.3
10.0
2.0
The carrying amount of goodwill allocated to CGUs deemed to be non‑significant is £199.6m (2022: £272.1m restated).
Sensitivity to changes in assumptions
The key estimates reflect the combination of assumptions used, including the long‑term growth rates and the discount rate applied
to forecast cash flows, in addition to the achievement of the forecasts themselves.
The directors do not consider that any reasonably possible changes to the key assumptions would cause the carrying amount to exceed
the recoverable amount of the CGU.
The aggregate amount of goodwill arising from acquisitions prior to 1 January 2004 that had been deducted from the profit and loss
reserves and incorporated into the IFRS transitional balance sheet as at 1 January 2004, amounted to £364m. The cumulative
impairment recognised in relation to goodwill is £41m (2022: £41m).
221
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Financial Statements

Notes to the consolidated financial statements continued
12. Property, plant and equipment
This note details the physical assets used by the Group to generate revenues and profits, in addition to those disclosed in Note 13
‘Leases’. These assets include manufacturing, distribution and office sites, and equipment used in the manufacture of the Group’s
products. The cost of these assets represents the amount initially paid for them.
Accounting policy
Freehold land and assets in the course of construction are not depreciated.
Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses (see Note 11).
Where an item of property, plant and equipment comprises major components having different useful lives, they are accounted
for as separate items of property, plant and equipment. Costs in respect of tooling owned by the Group for clearly identifiable
new products are capitalised net of any contribution received from customers and are included in plant and equipment.
Depreciation is charged to the income statement, from the date the asset is brought in to use, on a straight‑line basis (unless such
a basis is not aligned with the anticipated benefit) so as to write down the cost of assets to residual values over the period of their
estimated useful lives within the following ranges:
– Freehold buildings – 25 to 50 years
– Plant and equipment – 3 to 20 years
The useful lives of assets could be reduced by climate‑related matters, for example as a result of physical risks, obsolescence, or legal
restrictions. The change in useful lives would have a direct impact on the amount of depreciation or amortisation recognised each
year from the date of reassessment.
Assets in the course of construction comprise assets that are not currently ready to be brought in to use. Assets under construction
are not depreciated.
If there has been a technological change or decline in business performance, the directors review the value of the assets to ensure
they have not fallen below their depreciated value. If an asset’s value falls below its depreciated value, a one‑off impairment charge
is made against profit.
IMI plc Annual Report 2023
222

As at 1 January 2022
186.7
674.7
26.6
888.0
Exchange adjustments
8.7
43.9
(0.4)
52.2
Acquisitions (Note 23)
2.9
2.0
0.2
5.1
Additions
3.6
23.7
29.9
57.2
Transfers from assets in the course of construction
0.8
24.4
(25.2)
–
Disposals
(4.3)
(32.8)
(0.1)
(37.2)
As at 31 December 2022
198.4
735.9
31.0
965.3
Exchange adjustments
(5.6)
(17.6)
(0.5)
(23.7)
Additions
7.1
27.2
26.1
60.4
Transfers from assets in the course of construction
1.6
19.1
(20.7)
–
Disposals
(1.6)
(35.9)
(0.6)
(38.1)
As at 31 December 2023
199.9
728.7
35.3
963.9
As at 1 January 2022
100.6
519.7
620.3
Exchange adjustments
3.6
35.6
39.2
Disposals
(2.1)
(30.5)
(32.6)
Reversal of impairment
(1.9)
(1.0)
(2.9)
Depreciation
4.7
37.2
41.9
As at 31 December 2022
104.9
561.0
–
665.9
Exchange adjustments
(2.3)
(12.5)
(14.8)
Disposals
(1.2)
(34.9)
(36.1)
Impairment charge
0.2
2.9
3.1
Depreciation
5.2
40.2
45.4
As at 31 December 2023
106.8
556.7
–
663.5
NBV at 31 December 2022
93.5
174.7
31.0
299.2
NBV at 31 December 2023
93.1
172.0
35.3
300.4
An impairment charge of £3.1m was recognised during the year (2022: reversal of impairment of £2.9m) as part of the restructuring
costs incurred in the complexity reduction program. The recoverable amount of these assets has been determined using their fair value
less costs to sell, estimated by both internal and external valuation specialists. Group contracts in respect of future capital expenditure
that had been placed at the balance sheet date amounted to £3.1m (2022: £3.7m).
223
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Financial Statements

Notes to the consolidated financial statements continued
13. Leases
Accounting policy
The Group leases various properties, plant, equipment and cars. Rental contracts are negotiated individually and have a range of
initial terms, and may have extension options. The lease agreements do not impose any covenants, but leased assets may not be
used as security for borrowing purposes.
Leases are recognised as a right‑of‑use asset and a corresponding liability at the date at which the leased asset is available for use
by the Group. Each lease payment is allocated between the liability and finance cost. The finance cost is charged to the income
statement over the lease period, so as to produce a constant periodic rate of interest on the remaining balance of the liability for each
period. The right‑of‑use asset is depreciated over the shorter of the asset’s useful life and the lease term on a straight‑line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of:
i. fixed payments less any lease incentives receivable;
ii. variable lease payments that are based on an index or a rate;
iii. amounts expected to be payable by the Group under residual value guarantees;
iv. the exercise price of a purchase option if the Group is reasonably certain to exercise that option; and
v. payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the entity’s
incremental borrowing rate is used, being the rate that the entity 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 measured at cost, comprising:
i. the amount of the initial measurement of lease liability;
ii. any lease payments made at or before the commencement date less any lease incentives received; and
iii. restoration costs.
Payments associated with short‑term leases and leases of low‑value assets are recognised on a straight‑line basis as an expense
in profit or loss. Short‑term leases are leases with a lease term of 12 months or less. Low‑value assets comprise IT‑equipment
and small items of office furniture.
Extension and termination options – Extension and termination options are included in a number of property and equipment
leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts. The majority
of extension and termination options held are exercisable only by the Group and not by the respective lessor.
IMI plc Annual Report 2023
224

Set out below are the carrying amounts of right‑of‑use assets recognised and the movements during the period:
As at 1 January 2022
80.9
10.6
91.5
Additions
27.9
7.3
35.2
Acquisitions
–
0.1
0.1
Extensions
8.0
1.0
9.0
Payment changes
1.6
0.2
1.8
Terminations
(0.5)
(0.2)
(0.7)
Impairment
(0.6)
–
(0.6)
Depreciation expense
(25.0)
(7.3)
(32.3)
Exchange
2.5
0.5
3.0
As at 31 December 2022
94.8
12.2
107.0
Additions
12.0
9.0
21.0
Extensions
4.5
1.1
5.6
Payment changes
0.1
(0.2)
(0.1)
Terminations
(1.2)
(0.5)
(1.7)
Impairment
(2.1)
–
(2.1)
Depreciation expense
(21.7)
(7.7)
(29.4)
Exchange
(1.3)
0.6
(0.7)
As at 31 December 2023
85.1
14.5
99.6
225
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Financial Statements

Notes to the consolidated financial statements continued
13. Leases continued
Set out below are the carrying amounts of lease liabilities and the movements during the period:
As at 1 January 2022
83.2
10.7
93.9
Additions
23.7
7.3
31.0
Acquisitions
–
0.1
0.1
Extensions
8.1
1.0
9.1
Payment changes
1.7
0.2
1.9
Terminations
(0.5)
(0.2)
(0.7)
Accretion of interest
2.6
0.2
2.8
Payments
(27.2)
(7.9)
(35.1)
Exchange
2.2
0.5
2.7
As at 31 December 2022
93.8
11.9
105.7
Additions
11.9
8.9
20.8
Extensions
4.5
1.0
5.5
Payment changes
(0.8)
0.4
(0.4)
Terminations
(1.2)
(0.5)
(1.7)
Accretion of interest
2.6
0.3
2.9
Payments
(23.6)
(8.3)
(31.9)
Exchange
(0.8)
0.1
(0.7)
As at 31 December 2023
86.4
13.8
100.2
Current
19.4
5.8
25.2
Non-current
67.0
8.0
75.0
The following are the amounts recognised in the income statement:
Depreciation expense of right‑of‑use assets
(29.4)
(32.3)
Interest expense on lease liabilities
(2.9)
(2.8)
Total amount recognised in profit or loss
(32.3)
(35.1)
Practical expedients applied
The Group has used the following practical expedients permitted by the standard:
i. the use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
No practical expedient has been applied in relation to short‑term leases and low‑value assets and is not expected to be used
in subsequent periods.
Future cash outflows that the Group is potentially exposed to in relation to the measurement of lease liabilities that have not
been reflected is £nil (2022: £nil).
IMI plc Annual Report 2023
226

14. Retirement benefits
Accounting policy
i. Defined contribution (DC) pension plans
Arrangements where the employer pays fixed contributions into an external fund on behalf of the employee (who is responsible
for making the investment decision and, therefore, assumes the risks and rewards of fund performance).
Contributions to defined contribution pension plans are recognised as an expense in the income statement as incurred.
ii. Defined benefit (DB) pension plans
A defined benefit pension plan is a pension arrangement in which the employer promises a specified annual benefit on retirement
that is predetermined by a formula based on the employee’s earnings history, tenure of service and age, rather than depending
directly on individual investment returns. In some cases, this benefit is paid as a lump sum on leaving the Company or while
in the service of the Company, rather than as a pension. The Group underwrites one or more risks in meeting these obligations
and therefore any net liability or surplus in these arrangements is shown on the Group balance sheet.
The Group’s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the
amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is
discounted to determine its present value, and the fair value of any plan assets are deducted. Past service costs are recognised in
profit or loss on the earlier of the date of the plan amendment or curtailment, and the date that the Group recognises restructuring‑
related costs. The discount rate is the yield at the balance sheet date on high‑quality corporate bonds of the appropriate currency
that have durations approximating those of the Group’s obligations. The calculation is performed by a qualified actuary using the
projected unit credit method. At each year‑end the Company and the local actuaries consider whether the plans are affected by the
asset ceiling requirements. When the calculation results in a net asset to the Group, the recognised asset is limited to the present
value of any future refunds from the plan or reductions in future contributions to the plan and restricted by any relevant asset ceiling.
Any deduction made by the tax authorities in the event of a refund of a surplus would be regarded by the Group as an income tax.
When the benefits of a plan are improved, the expense is recognised immediately in the income statement. Remeasurement gains
and losses are recognised immediately in equity and disclosed in the statement of comprehensive income.
iii. Long-term service and other post-employment benefits
The Group’s net obligation in respect of long‑term service and other post‑employment benefits, other than pension plans, is the
amount of future benefit that employees have earned in return for their service in the current and prior periods. The obligation
is calculated using the projected unit credit method and is discounted to its present value, and the fair value of any related assets
is deducted. The discount rate is the yield at the balance sheet date on high‑quality bonds of the appropriate currency that have
durations approximating those of the Group’s obligations.
Key source of estimation uncertainty
The present value of the Group’s defined benefit pension plans and other post‑employment benefits are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, inflation, future salary increases, mortality rates and future pension increases.
The assumptions used and analysis of their sensitivity is set out below. Due to the complexity of the valuation and its long‑term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions.
227
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Financial Statements

Notes to the consolidated financial statements continued
14. Retirement benefits continued
Summary information
Net pension deficit: £48.9m (2022: deficit of £18.9m)
The assets and liabilities of the defined benefit schemes are aggregated, recognised in the consolidated balance sheet and shown
within non‑current liabilities or in non‑current assets if a scheme is in surplus and it is deemed recoverable.
Number of DB arrangements: 70 (2022: 70)
There has been no change to the number of schemes during the year.
The following table shows a summary of the geographical profile of the Group’s defined benefit schemes:
Australia
3
3
(0.4)
(0.4)
Austria
6
6
(2.1)
(2.1)
France
3
3
0.2
(0.8)
(0.6)
Germany
30
30
6.4
(42.7)
(36.3)
India
6
6
(1.4)
(1.4)
Italy
6
6
(1.6)
(1.6)
Mexico
5
5
(1.2)
(1.2)
Spain
2
2
–
Switzerland
5
5
89.9
(88.2)
1.7
UAE
1
1
(1.4)
(1.4)
US*
2
2
(1.9)
(1.9)
UK
1
1
304.1
(307.8)
(3.7)
70
70
400.6
(449.5)
(48.9)
* The US deficit above excludes £0.5m of assets relating to unqualified plans classified as investments (see Note 17).
As at 31 December 2023, the Group has recognised a net defined benefit deficit of £3.7m (2022: surplus of £28.4m) for the UK
Deferred Fund.
IMI plc Annual Report 2023
228

The Group provides pension benefits through a mixture of funded and unfunded DB and DC arrangements. Assessments of the
obligations of the defined benefit plans are carried out by actuaries, based on the projected unit credit method. A historical split of the
types of defined benefit schemes in operation is as follows:
Final salary
*
25
304.3
76.0%
(345.3)
76.8%
12
89.9
22.4%
(90.3)
20.1%
14
–
0%
(2.3)
0.5%
Other
19
6.8
1.6%
(11.6)
2.6%
Total
70
401.0
100%
(449.5)
100%
Asset ceiling
(0.4)
Revised assets
400.6
Final salary
*
25
325.9
79%
(333.6)
78%
12
79.1
19%
(76.3)
18%
14
–
0%
(2.7)
1%
Other
19
7.2
2%
(12.8)
3%
Total
70
412.2
100%
(425.4)
100%
Asset ceiling
(5.7)
Revised assets
406.5
**
***
**
***
* Final salary scheme: The pension available to a member in a final salary arrangement will be a proportion of the member’s salary at or around their retirement date. This proportion
will be determined by the member’s length of pensionable service, their accrual rate and any particular circumstances under which the member retires (for example early ill‑health
retirement).
** Cash balance: A cash balance scheme is a form of defined benefit pension under which the member has the right to a defined lump sum on retirement rather than a defined amount
of pension receivable. For example, a cash balance plan may have minimum or guaranteed rates of return on pension contributions. The amount of pension to which that lump sum
may be converted is determined by the annuity rates prevailing at the time of conversion.
*** Jubilee Awards: Jubilee plans provide for cash award payments that are based on completed lengths of service. These payments are often made on cessation of service with the
company, subject to a minimum period of service.
229
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Financial Statements

Notes to the consolidated financial statements continued
14. Retirement benefits continued
Asset profile of schemes
The following table sets out the profile of the overall assets of the schemes (to give an indication of their risk profile), the comparative
amounts of the funded and unfunded defined benefit liabilities (DBOs) and a split of the balance sheet impact between schemes with
a net pension surplus and a net pension deficit.
Quoted equities
27.2
24.7
Quoted bonds
28.1
23.3
Total quoted assets
55.3
48.0
Unquoted equities
28.9
103.3
Insurance policies*
291.7
272.0
Property
20.3
19.5
Other**
4.8
(30.6)
Total unquoted assets
345.7
364.2
Fair value of assets
401.0
412.2
Restriction due to an asset ceiling
(0.4)
(5.7)
DBOs for funded schemes
(403.4)
(378.3)
DBOs for unfunded schemes
(46.1)
(47.1)
Deficit for DBOs
(48.9)
(18.9)
Schemes in net pension deficit
(50.6)
(47.4)
Schemes in net pension surplus
1.7
28.5
* The value of the insurance policies matches the value of the IAS 19 liabilities insured.
** ‘Other’ assets primarily consists of cash, currency swaps and UK commercial real estate debt.
The overseas assets of £96.9m (2022: £86.9m) comprise equities of £27.2m (2022: £24.7m), bonds of £28.1m (2022: £21.0m), insurance
of £6.8m (2022: £7.5m), property of £20.2m (2022: £19.5m) and other assets of £14.6m (2022: £14.2m). This excludes the impact of the
restriction due to the asset ceiling of £0.4m (2022: £5.7m) associated with schemes in Switzerland and Germany.
Funded: The majority of the Group defined benefit and other post‑employment benefit arrangements are funded, which means that
they are linked to specific plan assets that have been segregated in a trust or foundation.
Unfunded: Plans that are not funded are those that are not backed by segregated assets. These include not only some pension plans but
also a number of other long‑term arrangements for the benefit of our employees, with benefits payable while they are employed by the
Group but more than 12 months after the related service is rendered. Actuarial gains and losses on other long‑term arrangements are
recognised in the income statement in the period in which they arise.
Average duration by geography
The following table shows the weighted average number of years (or duration) over which pension benefits are expected to be paid.
UK
15.0
15.4
Switzerland
14.2
14.1
US
5.4
5.1
Eurozone
11.3
11.9
IMI plc Annual Report 2023
230

The UK Funds
The United Kingdom constitutes 68% (2022: 70%) of total defined benefit liabilities and 76% (2022: 80%) of total defined benefit assets.
Historically, the IMI Pension Fund offered final salary benefits to UK employees until it closed to new entrants in 2005 and to future accrual
on 31 December 2010. In December 2014, winding‑up procedures commenced and those members who were not eligible or did not take
up the offer of a single cash lump sum transferred to one of two new Funds (the IMI 2014 Pensioner Fund or the IMI 2014 Deferred Fund
– the UK Funds). Ongoing pension benefits in the UK are provided via the trustee’s defined contribution plan – The IMI Retirement Savings
Plan. All UK pension assets are run on behalf of the trustee by the Board of the IMI Common Investment Fund.
Court Ruling
A High Court legal ruling in June 2023 (Virgin Media Limited v NTL Pension Trustees II Limited) decided that certain rule amendments
between 1997 and 2016 for contracted‑out defined benefit schemes were invalid if they were not accompanied by the correct actuarial
confirmation. If the ruling stands it will form part of case law and will be applied across other pension schemes. The judgement is
subject to appeal with a hearing scheduled for 25 June 2024.
The lawyers for the IMI 2014 Deferred Fund (the Fund), Squire Patton Boggs, in conjunction with the Fund administrators, Willis
Towers Watson Ltd, are currently carrying out a review of the past amending deeds. The risk of potential impact remains and
continues to be assessed.
Liability management
During 2022, the Group completed an insurance buy‑in exercise for the remaining uninsured members. The trustees agreed to defer
part of the premium owed to the insurance company for this buy‑in and the outstanding amount is expected to be paid over the next
five years. During the year, a repayment of £5.0m was made. The remaining liability is £15.0m.
Contributions
The March 2021 Valuation was completed in December 2021 and the Funds’ Actuary certified that no deficit funding contributions
would be required over and above the projected investment returns and the scheduled payments, of £7.0m per annum, due from the
Scottish Limited Partnerships until the earlier of either full funding of the UK Deferred Fund or 2030.
During 2022, the Group ceased contributions to the Scottish Limited Partnership as the UK Deferred Fund was fully funded. The final
payment of £3.5m for 2021 was made in February 2022.
Specific effect on the financial statements
The corresponding entries for increases and decreases in the net pension deficit reported in the balance sheet are reflected as follows:
– Cash flow statement: When the Group makes cash contributions to fund the pension deficit/surplus, they are reflected in the cash
flow statement and reduce the net deficit/increase the net surplus
– Income statement: Movements in the overall net pension deficit/surplus are recognised in the income statement when they relate
to changes in the overall pension promise, due to either an additional period of service (known as ‘current service cost’), changes
to pension terms in the scheme rules (known as ‘past service cost’), or closure of all or part of a scheme (known as settlements
and curtailments). The interest charge/income on the net deficit/surplus position is also recognised in the income statement
– Other comprehensive income (OCI): Movements in the overall net pension deficit/surplus are recognised through OCI when
they relate to changes in actuarial assumptions or the difference (experience gain or loss) between previous assumptions and
actual results
231
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Financial Statements

Notes to the consolidated financial statements continued
14. Retirement benefits continued
The table below reconciles the movement in the UK and overseas net defined benefit (obligation)/surplus between 1 January 2023
and 31 December 2023.
Net defined benefit surplus/(obligation) at 1 January 2023
28.4
(47.3)
(18.9)
Income statement
1.3
(5.5)
(4.2)
OCI
(33.4)
(0.3)
(33.7)
Cash flow statement
–
6.9
6.9
Exchange movements
–
1.0
1.0
Net defined benefit obligation at 31 December 2023
(3.7)
(45.2)
(48.9)
Risks faced by the schemes
The main risks that the Group face in respect of the UK Deferred Fund, which makes up 76% of the Group’s liabilities, are:
Risk
Description/mitigation
Interest rate risk
Under IAS 19, the discount rate should be set with reference to the yield on high quality corporate bonds
Inflation risk
In the UK Deferred Fund, a large proportion of the benefits are linked to inflation. Therefore, an increase
Investment risk
The UK Deferred Fund holds investments in asset classes, such as private equity and property, which
Mortality risk
The majority of the plans’ obligations are to provide benefits for the life of each retired member and
IMI plc Annual Report 2023
232

Cash flow impacts
2023
2022
Amounts from employees
–
2.5
2.5
–
2.3
2.3
Amounts from employers
–
3.0
3.0
3.5
2.9
6.4
Benefits and settlements paid directly by the Group
–
3.9
3.9
–
5.3
5.3
Total
–
9.4
9.4
3.5
10.5
14.0
The expected contributions to the DB arrangements in 2024 are £3.0m of normal employer contributions and £2.5m of normal
employee contributions, both in relation to overseas pension funds.
Other comprehensive income
Movements in pension assets and liabilities that arise during the year from changes in actuarial assumptions, or because actual
experience is different from the actuarial assumptions, are recognised in equity via other comprehensive income. These movements
are analysed below:
2023
2022
Change in discount rate
(15.3)
(9.4)
(24.7)
203.9
26.0
229.9
Change in inflation
3.1
0.5
3.6
2.2
9.3
11.5
Change in other assumptions
2.9
–
2.9
2.3
–
2.3
Actuarial experience – assets/(liabilities)
4.7
(0.1)
4.6
(2.1)
(1.2)
(3.3)
Asset experience
(28.8)
3.3
(25.5)
(309.2)
(8.5)
(317.7)
Actuarial (losses)/gains in the year
(33.4)
(5.7)
(39.1)
(102.9)
25.6
(77.3)
Change in the asset ceiling
5.4
5.4
(5.4)
(5.4)
Exchange gains/(losses)
0.9
0.1
1.0
(2.8)
(0.4)
(3.2)
(Losses)/gains recognised through equity
(33.4)
0.6
0.1
(32.7)
(102.9)
17.4
(0.4)
(85.9)
IMI takes advice from actuaries regarding the appropriateness of the assumptions used to determine the present value of the defined
benefit obligations. These assumptions include the discount rate applied to the assets and liabilities, the life expectancy of the members,
their expected salary and pension increases and inflation. The assumptions used for this purpose in these financial statements are
summarised below:
2023
2022
2021
UK
*
UK
*
Inflation – RPI
3.3
–
3.4
n/a
3.4
n/a
Inflation – CPI (pre‑2030)
2.3
1.5
2.4
1.5
2.4
1.3
Inflation – CPI (post‑2030)
3.3
1.5
3.4
1.5
3.4
1.3
Discount rate
4.5
2.4
4.8
3.0
1.9
0.8
Expected salary increases
n/a
1.9
n/a
1.8
n/a
1.7
Rate of pension increases
3.2
0.6
3.3
0.5
3.3
0.7
**
* Assumptions are based on 31 December market conditions and based on the weighted average of various buy‑in policy assumptions
** Assumptions are based on 31 December 2021 UK market conditions excluding buy‑ins
233
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Financial Statements

Notes to the consolidated financial statements continued
14. Retirement benefits continued
Current male pensioners
21.0
21.5
21.8
Current female pensioners
23.5
23.9
24.1
Future male pensioners
22.3
22.8
23.1
Future female pensioners
24.9
25.4
25.6
***
*** Life expectancies are based on members with a pension size of £5k‑£20k for male members and £1k‑£8k for female members.
The mortality assumptions used for the UK Funds above reflect its scheme‑specific experience, together with an allowance for
improvements over time. The experience was reviewed as part of the formal triennial actuarial valuation, carried out as at 31 March
2021. The assumptions used as at 31 December 2023 have been based on the results of this review, with the allowance for
improvements over time updated to reflect the latest data available.
The table below illustrates how the UK Funds’ net pension surplus would decrease (excluding the impact of inflation rate and interest
rate hedging), as at 31 December 2023, in the event of the following reasonable changes in the key assumptions above.
Discount rate 0.1% pa lower
*
5.2
5.0
Inflation‑linked pension increases 0.1% pa higher
4.6
4.0
Increase of one year in life expectancy from age 65
9.8
10.0
2.9
11.0
**
* Due to the volatility of the discount rate year on year, sensitivities using a percentage of 0.1% are shown to provide the users of the accounts with the ability to adjust the sensitivities
as they consider necessary.
** Fund assets excluding cash, bonds and insurance policies.
The table below shows how the net pension deficit for IMI’s non‑UK plans would increase, in the event of the following reasonable
changes in the key assumptions above.
Discount rate 0.1% pa lower
1.6
1.4
Salary increases 0.1% higher
0.4
0.3
Increase of one year in life expectancy at age 65
2.9
2.7
In each case, all other assumptions are unchanged.
Income statement
In accordance with IAS 19, pension costs recorded through the income statement primarily represent the increase in the DBO based on
employee service during the year and the interest on the net liability or surplus for DBOs in respect of employee service in previous years.
The table below shows the cost reported in the income statement in respect of pension obligations (excluding defined benefit contributions):
2023
2022
Current service cost
3.5
0.5
4.0
4.5
0.8
5.3
Recognition of gains
(0.3)
(0.3)
(0.1)
(0.1)
Pension expense – operating costs
–
3.5
0.2
3.7
4.5
0.7
5.2
Interest on DBO
14.1
3.6
0.2
17.9
9.2
1.1
0.1
10.4
Interest on assets ceiling
0.1
0.1
–
Interest on assets
(15.4)
(2.1)
(17.5)
(11.5)
(0.4)
(11.9)
Interest (income)/expense – financing costs
(1.3)
1.6
0.2
0.5
(2.3)
0.7
0.1
(1.5)
IMI plc Annual Report 2023
234

Overall reconciliation of changes in the net (liability)/surplus for DBOs
2023
2022
Brought forward at start of year
(425.4)
412.2
(5.7)
(18.9)
(657.2)
719.7
62.5
Current service cost
(4.0)
(4.0)
(5.3)
(5.3)
Settlements
–
1.2
(1.2)
–
(liability)/asset
(17.9)
17.5
(0.1)
(0.5)
(10.4)
11.9
1.5
– other long‑term benefits
0.3
0.3
0.1
0.1
Total charged to income statement
(21.6)
17.5
(0.1)
(4.2)
(14.4)
10.7
–
(3.7)
Remeasurements recognised in other
comprehensive income
Actuarial gain/(loss) due to
actuarial experience
4.6
4.6
(3.3)
(3.3)
assumption changes
(21.1)
(21.1)
241.6
241.6
assumption changes
2.9
2.9
2.2
2.2
Return on plan assets* less than
discount rate
(25.5)
(25.5)
(317.8)
(317.8)
Change in asset ceiling
5.4
5.4
(5.4)
(5.4)
in other comprehensive income
(13.6)
(25.5)
5.4
(33.7)
240.5
(317.8)
(5.4)
(82.7)
Employer contributions
3.0
3.0
2.9
2.9
Employee contributions
(2.5)
2.5
(2.3)
2.3
–
Benefits paid directly by the Company
3.9
3.9
5.3
5.3
Benefits paid from plan assets
12.4
(12.4)
–
13.6
(13.6)
–
Net cash inflow/(outflow)
13.8
(6.9)
–
6.9
16.6
(8.4)
–
8.2
Changes in exchange rates
(2.7)
3.7
1.0
(10.9)
8.0
(0.3)
(3.2)
Total other movements
(2.7)
3.7
–
1.0
(10.9)
8.0
(0.3)
(3.2)
Carried forward at end of year
(449.5)
401.0
(0.4)
(48.9)
(425.4)
412.2
(5.7)
(18.9)
* Net of management costs.
235
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
15. Inventories
Accounting policy
Inventories are valued at the lower of cost and net realisable value. Due to the varying nature of the Group’s operations, both first
in, first out and weighted average methodologies are employed. In respect of work in progress and finished goods, cost includes
all direct costs of production and the appropriate proportion of production overheads.
The Group sells a wide range of highly technical products and whilst they are designed and engineered to a high degree of
precision and to customer specifications, there is a risk of products requiring modification, which can lead to excess or obsolete
inventory. The amount of inventory provision recognised is disclosed below.
2022 results have been restated in the following table to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described
in Note 1.
Inventories
Raw materials and consumables
162.1
164.8
Work in progress
174.4
136.7
Finished goods
100.8
116.2
437.3
417.7
Allowance for impairment
59.0
52.5
In 2023, the cost of inventories recognised as an expense (being segmental cost of sales) amounted to £1,183.7m (2022: £1,112.1m).
In 2023, the write‑down of inventories to net realisable value amounted to £0.1m (2022: £0.1m). Write‑downs and reversals in both
years relate to ongoing assessments of inventory obsolescence, excess inventory holding and inventory resale values across all of the
Group’s businesses.
16. Trade and other receivables
Accounting policy
The recoverable amount of the Group’s receivables other than financial assets held at fair value is calculated as the present value of
expected future cash flows, discounted at the original effective interest rate inherent in the asset. Receivables with a short duration
of less than one year are not discounted. Other receivables comprise various assets across the Group, including sales tax
receivables and other non‑trade balances.
The expected credit loss is calculated based on the ageing of individual customers’ receivables, giving consideration to the
geographical location in which they operate, historical collectability and the customer’s financial position, where this information
is known.
IMI plc Annual Report 2023
236

Trade and other receivables
2022 results have been restated in the following table to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described
in Note 1.
Trade receivables
402.6
367.1
Prepayments
24.6
23.6
Accrued income
11.2
2.3
Other receivables
85.5
90.9
523.9
483.9
Allowance for impairment
18.0
16.4
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, and arises principally from the Group’s receivables from customers, cash and cash equivalents held by the Group’s banks
and other financial assets. At the end of 2023 these totalled £565.8m (2022: £526.1m).
Managing credit risk arising from customers
The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the
Group’s customer base, including the default risk of the industry and country in which customers operate, have less of an influence
on credit risk. Our largest single customer accounted for 2% of our 2023 revenues (2022: 2%).
Geographically, there is no unusual concentration of credit risk. The Group’s contract approval procedure ensures that large contracts
are signed off at executive director level at which time the risk profile of the contract, including potential credit and foreign exchange
risks, is reviewed. Credit risk is minimised through due diligence regarding potential customers, appropriate credit limits, cash flow
management and the use of documentary credits where appropriate.
Exposure to credit risk in respect of trade receivables
2022 results have been restated in the below table to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described
in Note 1.
UK
17.5
16.7
Germany
28.3
33.0
Rest of Europe
108.1
98.3
USA
77.9
75.7
Asia Pacific
105.8
95.6
Rest of World
65.0
47.8
Total
402.6
367.1
237
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
16. Trade and other receivables continued
The maximum exposure to credit risk for trade receivables at the reporting date by segment is shown in the table below. 2022 results
have been restated to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described in Note 1.
Automation
302.8
249.7
Life Technology
99.8
117.4
Total
402.6
367.1
Impairment provisions for trade receivables
The ageing of trade receivables at the reporting date is shown in the following table. 2022 results have been restated in the following
table to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described in Note 1.
2023
2022 (Restated)
Not past due
343.0
(0.1)
315.6
(0.1)
Past due 1‑30 days
36.2
(0.9)
30.7
(0.9)
Past due 31‑90 days
14.9
(1.0)
14.4
(0.9)
Past due over 90 days
26.5
(16.0)
22.8
(14.5)
Total
420.6
(18.0)
383.5
(16.4)
The net movement in the allowance for impairment in respect of trade receivables during the year in shown in the below table.
2022 results have been re‑presented to correct a typographical error between amounts ‘utilised during the year’ and ‘charged to the
income statement’:
Net balance at 1 January
16.4
15.7
Acquisitions
–
(0.4)
Utilised during the year
(0.7)
(0.1)
Charged to the income statement
3.9
2.0
Released
(1.4)
(1.6)
Exchange
(0.2)
0.8
Net balance at 31 December
18.0
16.4
Managing credit risk arising from counterparties
A group of relationship banks provides the bulk of the banking services, with preapproved credit limits set for each institution.
Financial derivatives are entered into with these core banks and the credit exposure to these instruments is included when considering
the credit exposure to the counterparties. At the end of 2023, credit exposure including cash deposited did not exceed £19.0m with
any single institution (2022: £16.0m).
IMI plc Annual Report 2023
238

17. Financial assets and liabilities
Financial instruments included in the financial statements are measured at either fair value or amortised cost. The measurement of this
fair value can in some cases be subjective, and can depend on the inputs used in the calculations. The Group generally calculates its
own fair values using comparable observed market prices and a valuation model using the respective and relevant market data for the
instrument being valued.
The table below sets out the Group’s accounting classification of each class of financial assets and liabilities, and their fair values at
31 December 2023 and 31 December 2022. Under IFRS 9, all derivative financial instruments not in a hedge relationship are classified
as derivatives at fair value through the income statement. The Group does not use derivatives for speculative purposes and transacts all
derivatives with suitable investment‑grade counterparties. All transactions in derivative financial instruments are undertaken to manage
the risks arising from the Group’s business activities. 2022 results have been restated in the following table to reflect the allocation of
goodwill of Heatmiser and CorSolutions, as described in Note 1.
value
*
Cash and cash equivalents
106.5
106.5
Bank overdrafts
(66.3)
(66.3)
Borrowings due within one year
(47.2)
(47.2)
Borrowings due after one year
(531.4)
(531.4)
(511.7)
Lease liabilities
(100.2)
(100.2)
(485.6)
(485.6)
Trade receivables
402.6
402.6
Investments
1.7
1.7
12.1
12.1
(3.5)
(7.4)
(10.9)
Total
(3.5)
4.7
108.2
(828.1)
(718.7)
Cash and cash equivalents
133.0
133.0
Bank overdrafts
(93.8)
(93.8)
Borrowings due within one year
(150.1)
(150.1)
Borrowings due after one year
(595.4)
(595.4)
(554.2)
Lease liabilities
(105.7)
(105.7)
(445.9)
(445.9)
Trade receivables
367.1
367.1
Investments
2.0
2.0
15.7
15.7
Derivative liabilities
****
(3.9)
(9.9)
(13.8)
Total
(3.9)
5.8
135.0
(1,023.8)
(886.9)
**
***
****
**
***
* This classification includes items for which the movement in fair value will be recognised in both profit and loss and other comprehensive income.
** Trade and other payables exclude corporation tax and include liabilities of £15.3m (2022: £7.9m restated) falling due after more than one year.
*** Includes £0.3m (2022: £2.6m) falling due after more than one year.
**** Derivative liabilities include liabilities of £0.2m (2022: £0.4m) falling due after more than one year: £0.2m in 1‑2 years and £nil in 2‑3 years (2022: £0.4m in 1‑2 years and £nil in
2‑3 years). Derivative liabilities designated at fair value represent the fair value of unsettled net investment hedge derivatives. The increase in value of net investment hedge derivatives
in the year of £0.4m is shown in the consolidated statement of comprehensive income.
239
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
17. Financial assets and liabilities continued
The decrease in other derivative assets and liabilities at fair value of £1.1m is recognised in the income statement and consists of £1.3m
decrease of unsettled net foreign currency and metal forward contracts, which are not designated as hedges for accounting purposes
offset by an increase of £0.2m of forward contracts to be utilised against specific trade receivables and trade payables.
There are no other financial liabilities included within payables disclosed above.
Fair value hierarchy
The Group uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly
or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.
The following table shows the Group’s financial instruments held at fair value (excluding cash):
Equity instruments*
1.7
1.7
Foreign currency forward contracts
12.1
12.1
1.7
12.1
13.8
Foreign currency forward contracts
(10.9)
(10.9)
(10.9)
(10.9)
Equity instruments*
2.0
2.0
Foreign currency forward contracts
15.7
15.7
2.0
15.7
17.7
Foreign currency forward contracts
(13.8)
(13.8)
(13.8)
(13.8)
* Equity instruments primarily relate to investments in funds in order to satisfy long‑term benefit arrangements.
Valuation techniques for level 2 inputs
Derivative assets and liabilities of £12.1m and £10.9m, respectively, are valued by level 2 techniques. The valuations are derived from
discounted contractual cash flows using observable, and directly relevant, market interest rates and foreign exchange rates from market
data providers.
IMI plc Annual Report 2023
240

Valuation techniques for level 3 inputs
At 31 December 2023, the Group held one external investment at fair value using significant unobservable (level 3) inputs. The valuation
is derived using the cash flows of the investment which indicate a fair value of £nil.
Valuation methodology
Cash and cash equivalents, bank overdrafts, trade payables and trade receivables are carried at their book values as this approximates
to their fair value due to the short‑term nature of the instruments.
Long‑term and short‑term borrowings, apart from any that are subject to hedging arrangements, are carried at amortised cost as it
is the intention that they will not be repaid prior to maturity, where this option exists. The fair values are evaluated by the Group based
on parameters such as interest rates and relevant credit spreads.
Long‑term borrowings that are subject to hedging arrangements are valued using appropriate discount rates to value the relevant
hedged cash flows.
Derivative assets and liabilities, including foreign exchange forward contracts, interest rate swaps and metal hedges, are valued using
comparable observed market prices and a valuation model using foreign exchange spot and forward rates, interest rate curves and
forward rate curves for the underlying commodities.
18. Financial risk management
Overview
The Group’s activities expose it to a variety of financial risks: interest rate, foreign exchange and base metal price movements, in
addition to funding and liquidity risks. The financial instruments used to manage these risks themselves introduce exposure to market
risk and liquidity risk.
The Board has overall responsibility for the establishment and oversight of the Group’s risk management framework. As described in
the Corporate Governance Report on page 112 the Executive Committee monitors risk and internal controls and the Audit Committee
monitors financial risk, while the other Board Committees also play a part in contributing to the oversight of risk.
The Audit Committee oversees how Management monitors compliance with the Group’s financial risk management policies and
procedures and reviews the adequacy of the risk management framework in relation to the financial risks faced by the Group. The
Group Assurance department undertakes both regular and ad‑hoc reviews of risk management controls and procedures, the results
of which are reported to the Audit Committee.
The following sections discuss the management of specific financial risk factors in detail, including market risk, foreign exchange risk,
interest rate risk, commodity risk and liquidity risk. The management of credit risk is disclosed in Note 16.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and commodity prices will affect the
Group’s income and cash flows or the value of its financial instruments. The objective of market risk management is to manage and
control market risk exposures within acceptable parameters.
Under the management of the central Treasury function, the Group enters into derivatives in the ordinary course of business and also
manages financial liabilities in order to mitigate market risks. All such transactions are carried out within the guidelines set by the Board
and are undertaken only if they relate to underlying exposures.
Foreign exchange risk
The Group publishes consolidated accounts in Sterling but conducts much of its global business in other currencies. As a result, it is
subject to the risks associated with foreign exchange movements affecting transaction costs (transactional risk), translation of foreign
profits (profit translation risk) and translation of the underlying net assets of foreign operations (asset translation risk).
241
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Financial Statements

Notes to the consolidated financial statements continued
18. Financial risk management continued
Management of transactional risk
The Group’s wide geographical spread both in terms of cost base and customer locations helps to reduce the impact on profitability
of swings in exchange rates as well as creating opportunities for central netting of exposures. It is the Group’s policy to minimise risk
to exchange rate movements affecting sales and purchases by economically hedging or netting currency exposures at the time of
commitment, or when there is a high probability of future commitment, using currency instruments (primarily forward exchange
contracts). A proportion of forecast exposures are hedged depending on the level of confidence and hedging is periodically adjusted
following regular reviews. On this basis over 50% of the Group’s annual exposures to transactional risk are likely to be hedged at any
point in time and the Group’s net transactional exposure to different currencies varies from time to time.
Management of profit translation risk
The Group is exposed to the translation of profits denominated in foreign currencies into the Sterling‑based income statement. The
interest cost related to the currency liabilities hedging the asset base provides a partial hedge to this exposure. Short‑term currency
option contracts may be used to provide limited protection against Sterling strength on an opportunistic basis. The translation of US
Dollar and Euro‑based profits represent the most significant translation exposures for the Group.
Management of asset translation risk
The Group hedges its net investments in its major overseas operations by way of external currency loans and forward currency
contracts. The intention is to manage the Group’s exposure to gains and losses in Group equity resulting from the retranslation of
currency net assets at balance sheet dates.
To the extent that an instrument used to hedge a net investment in a foreign operation is determined to be an effective hedge, the gain
or loss arising is recognised directly in the translation reserves. Any ineffective portion is recognised immediately in the income statement.
The Group have designated £205m (2022: £288m) of loans in a net investment hedge of USD net assets and £374m (2022: £381m)
of EUR net assets. No ineffectiveness was recorded (2022: £nil) and a gain of £0.4m (2022: £8.8m loss) was taken to the translation
reserve. The amount accumulated in this reserve in respect of gains/losses arising on hedging instruments designated in net investment
hedges up to 31 December 2023 was an accumulated loss of £0.8m (2022: accumulated loss of £1.2m).
Currency profile of assets and liabilities
Cash
*
Sterling
(74)
(13)
290
203
194
397
191
US Dollar
(6)
(205)
(7)
(218)
612
394
368
Euro
29
(374)
(29)
(184)
(558)
546
(12)
64
Other
91
(51)
(106)
(66)
317
251
283
Total
40
(579)
(100)
–
(639)
1,669
1,030
906
**
* Cash is stated net of overdrafts.
** Other net assets includes leased assets: £11.9m Sterling (2022: £14.9m), £9.1m US Dollar (2022: £8.1m), £54.0m Euro (2022: £33.3m) and £24.6m Other (2022: £50.7m).
Exchange contracts and non‑Sterling debt are financial instruments used as currency hedges of overseas net assets.
Interest rate risk
The Group is exposed to a number of global interest rates through assets and liabilities denominated in jurisdictions to which these rates
are applied, most notably US, Eurozone and UK rates. The Group is exposed to these because market movements in these rates will
increase or decrease the interest charge recognised in the Group income statement.
IMI plc Annual Report 2023
242

Management of interest rate risk
The Group adopts a policy of maintaining a portion of its liabilities at fixed interest rates and reviewing the balance of the floating rate
exposure to ensure that if interest rates rise globally, the effect on the Group’s income statement is manageable.
Interest rates are managed using fixed and floating rate debt and financial instruments including interest rate swaps. Floating rate
liabilities comprise short‑term debt which bears interest at short‑term bank rates and the liability side of exchange contracts where
the interest element is based primarily on three‑month inter‑bank rates.
All cash surpluses are invested for short periods and are treated as floating rate investments.
Non‑interest bearing financial assets and liabilities, including short‑term trade receivables and payables, have been excluded from the
following analysis.
Interest rate risk profile
The following table shows how much of our cash, interest‑bearing liabilities and exchange contracts attract both fixed and floating rate
interest charges, and how this is analysed between currencies:
contracts
*
rate risk
*
Sterling
(13)
216
203
203
US Dollar
(212)
(6)
(218)
(60)
(158)
3.9
2.6
Euro
(587)
29
(558)
(184)
(374)
2.3
4.0
Other
(157)
91
(66)
(66)
Total
(969)
330
(639)
(107)
(532)
* Net of lease liabilities; £13m Sterling, £7m US Dollar, £29m Euro and £51m Other.
contracts
*
rate risk
*
Sterling
(94)
141
47
47
US Dollar
(297)
(4)
(301)
(136)
(165)
3.9
3.6
Euro
(517)
52
(465)
(84)
(381)
2.3
5.0
Other
(153)
59
(94)
(94)
Total
(1,061)
248
(813)
(267)
(546)
* Net of lease liabilities; £16m Sterling, £9m US Dollar, £31m Euro and £50m Other.
Market risk sensitivity analysis on financial instruments
In estimating the sensitivity of the financial instruments, all other variables are held constant to determine the impact on profit before
tax and equity. The analysis is for illustrative purposes only, as in practice, market rates rarely change in isolation.
The values shown in the table below are estimates of the impact on financial instruments only. Actual results in the future may differ
materially from these estimates. As such, this table should not be considered as a projection of likely future gains and losses in these
financial instruments.
243
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Financial Statements

Notes to the consolidated financial statements continued
18. Financial risk management continued
Sensitivity table
The outputs from the sensitivity analysis are estimates of the impact of market risk assuming that the specified changes occur only to
the financial derivatives and do not reflect the opposite movement from the impact of the specific change on the underlying business
that they are designed to hedge.
Impact on income statement: gain/(loss)
0.5
(0.5)
(18.4)
18.4
Impact on equity: (loss)/gain
(75.2)
75.2
Impact on income statement: gain/(loss)
2.0
(2.0)
(11.3)
11.3
Impact on equity: (loss)/gain
(77.2)
77.2
Commodity risk
The Group’s operating companies purchase metal and metal components and are, therefore, exposed to changes in commodity prices.
The Group manages this exposure through a centralised process hedging copper, zinc and aluminium using a combination of financial
contracts and local supply agreements designed to minimise the volatility of short‑term margins.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
Management of liquidity risk
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have adequate resources to meet its
liabilities when they fall due, with sufficient headroom to cope with abnormal market conditions. This position is reviewed on a
quarterly basis.
Funding for the Group is co‑ordinated centrally by the Treasury function and comprises committed bilateral facilities with a core group
of banks, and a series of US loan note issues. The level of facilities is maintained such that facilities and term loans exceed the forecast
peak gross debt of the Group over a rolling 12‑month view by an appropriate amount taking into account market conditions and
corporate activity, including acquisitions, organic growth plans and share buybacks. In addition, we undertake regular covenant
compliance reviews to ensure that we remain fully within those covenant limits. At the end of 2023, the Group had undrawn committed
facilities totalling £300.0m (2022: £200.0m) and was holding cash and cash equivalents of £106.5m (2022: £133.0m). There are no
significant seasonal funding requirements or capital intensive investment areas for the Group.
IMI plc Annual Report 2023
244

Capital management
Overview
Capital management concerns the decision as to how the Group’s activities are financed and specifically, how much of the Group
capital is provided by borrowings (or debt) and how much of it is financed with equity raised from the issue of share capital.
The Board’s policy is to maintain a balance sheet with a broad capital base and the strength to sustain the future development of the
business, including acquisitions.
The capital base of the Group includes total equity and reserves and net debt. Employee benefit obligations net of deferred tax form
part of the extended capital base. Management of this element of the capital base is discussed further in Note 14 of the financial
statements. Undrawn committed funding facilities are maintained as described in Note 19 to provide additional capital for growth
(including acquisitions and organic investments) and liquidity requirements as discussed above. 2022 results have been restated in
the following table to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described in Note 1.
Capital base
Total equity
1,030
906
Gross debt including overdrafts
645
839
Gross cash
(107)
(133)
Capital base
1,568
1,612
Employee benefits and deferred tax assets
24
53
Extended capital base
1,592
1,665
Undrawn funding facilities
300
200
Available capital base
1,892
1,865
Part of the capital base is held in currencies to broadly match the currency base of the assets being funded as described in the asset
translation risk section.
Debt or equity
The balance between debt and equity in the capital base of the Group is considered regularly by the Board in light of market conditions,
business forecasts, growth opportunities and the ratio of net debt to adjusted EBITDA. Funding covenants currently limit net debt to
a maximum of 3.0 times EBITDA. The net debt to EBITDA ratio at the end of 2023 was 1.3 times (2022: 1.8 times). Through the life of
our five‑year plan, the Board would consider appropriate acquisitions that could take net debt up to 2.5 times EBITDA on acquisition,
provided that a clear plan exists to reduce this ratio back to under 2.0 times. It is expected that at these levels our debt would continue
to be perceived as investment grade. The potential benefits to equity shareholders of greater leverage are offset by higher risk and the
cost and availability of funding. The Board will consider raising additional equity in the event that it is required to support the capital base
of the Group.
245
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Financial Statements

Notes to the consolidated financial statements continued
19. Net debt
Net debt is the Group’s key measure used to evaluate total outstanding debt, net of the current cash resources. Some of the Group’s
borrowings (and cash) are held in foreign currencies. Movements in foreign exchange rates affect the Sterling value of the net debt.
Cash and cash equivalents comprises cash balances and call deposits. Bank overdrafts that are repayable on demand and form an
integral part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the
statement of cash flows.
Movement in net debt
Adjusted EBITDA
*
503.2
457.0
Working capital movements
(31.3)
(85.1)
Capital and development expenditure
(79.9)
(71.3)
(2.7)
1.5
Principal elements of lease payments
(29.0)
(32.3)
Other
6.0
20.2
366.3
290.0
Adjusting items
(43.1)
(52.6)
Tax paid
(76.1)
(48.6)
Interest
(22.7)
(19.2)
Derivatives
9.8
(8.6)
Additional pension scheme funding
–
(3.5)
Free cash flow before corporate activity
234.2
157.5
Dividends paid to equity shareholders
(68.8)
(62.2)
Acquisition and disposal of subsidiaries
0.5
(213.3)
Net purchase of own shares
0.6
(18.8)
Net cash flow (excluding debt movements)
166.5
(136.8)
**
***
* Adjusted profit after tax £302.9m before interest £23.2m, tax £84.5m, depreciation £74.8m, amortisation £17.6m and impairment on property, plant and equipment and non‑acquired
intangible assets £0.2m.
** Movement in provisions and employee benefits as per the statement of cash flows £0.9m adjusted for the movement in the restructuring provisions £3.6m.
*** Adjusted operating cash flow is the cash generated from the operations shown in the statement of cash flows less cash spent acquiring property, plant and equipment, non‑acquired
intangible assets and investments; plus cash received from the sale of property, plant and equipment and the sale of investments, excluding the cash impact of adjusting items.
This measure best reflects the operating cash flows of the Group.
IMI plc Annual Report 2023
246

Reconciliation of net cash to movement in net debt
Net increase in cash and cash equivalents, excluding foreign exchange
17.7
11.0
Less: cash acquired/disposed
0.4
(10.0)
Net repayment/(drawdown) of borrowings excluding foreign exchange and net debt disposed/acquired
148.4
(137.8)
Decrease/(Increase) in net debt before acquisitions, disposals and foreign exchange
166.5
(136.8)
Net (debt)/cash acquired/disposed
(0.4)
10.0
Currency translation differences
1.8
(50.6)
Movement in lease liabilities
5.5
(11.8)
Movement in net debt in the year
173.4
(189.2)
Net debt at the start of the year
(812.0)
(622.8)
Net debt at the end of the year
(638.6)
(812.0)
Reconciliation of adjusted operating cash flow to cash flow statement
Cash generated from operations
439.3
335.8
Principal lease payments
(29.0)
(32.3)
Settlement of transactional derivatives
(8.8)
2.3
Acquisition of property, plant and equipment and non‑acquired intangibles
(79.9)
(71.3)
Adjusting items
43.1
52.6
Proceeds from sale of property, plant and equipment
1.6
2.9
Adjusted operating cash flow
366.3
290.0
Reconciliation of cash and cash equivalents
Cash and cash equivalents in current assets
106.5
133.0
Bank overdraft in current liabilities
(66.3)
(93.8)
Cash and cash equivalents
40.2
39.2
247
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Financial Statements

Notes to the consolidated financial statements continued
19. Net debt continued
Analysis of net debt
At 1 January 2022
29.1
(127.7)
(430.3)
(93.9)
(622.8)
Lease additions, extensions, terminations and payment changes
(41.4)
(41.4)
Lease payments and interest
32.3
32.3
sheet and net cash/(debt) disposed of/acquired
2.5
(21.1)
(123.1)
(141.7)
Cash/(debt) acquired
10.0
10.0
Settlement of currency derivatives hedging balance sheet
(6.3)
(6.3)
Currency translation differences
3.9
(1.3)
(42.0)
(2.7)
(42.1)
At 31 December 2022
39.2
(150.1)
(595.4)
(105.7)
(812.0)
Lease additions, extensions, terminations and payment changes
(24.2)
(24.2)
Lease payments and interest
29.0
29.0
sheet and net cash/debt disposed of/acquired
3.0
99.2
49.6
151.8
Settlement of currency derivatives hedging balance sheet
1.0
1.0
Currency translation differences
(3.0)
3.7
14.4
0.7
15.8
At 31 December 2023
40.2
(47.2)
(531.4)
(100.2)
(638.6)
Undrawn committed facilities
The Group has various undrawn committed borrowing facilities. The facilities available at 31 December in respect of which all conditions
precedent had been met were as follows:
Expiring within one year
100.0
–
Expiring between one and two years
75.0
193.5
Expiring after more than two years
125.0
6.0
Total
300.0
199.5
The weighted average life of these facilities is 1.6 years (2022: 0.9 years).
IMI plc Annual Report 2023
248

Terms and debt repayment schedule
The terms and conditions of cash and cash equivalents, outstanding loans, lease liabilities and derivative financial liabilities were as follows:
Cash and cash equivalents
Floating
106.5
106.5
106.5
Term loan 2024
Floating
(47.2)
(47.2)
(47.2)
US loan notes 2025
1.39%
(130.4)
(134.0)
(1.8)
(132.2)
US loan notes 2026
3.86%
(98.4)
(109.8)
(3.8)
(3.8)
(102.2)
US loan notes 2027
3.92%
(59.1)
(68.3)
(2.3)
(2.3)
(2.3)
(61.4)
US loan notes 2028
1.53%
(69.6)
(75.1)
(1.1)
(1.1)
(1.1)
(1.1)
(70.7)
US loan notes 2029
3.30%
(87.0)
(104.4)
(2.9)
(2.9)
(2.9)
(2.9)
(2.9)
(89.9)
US loan notes 2030
3.40%
(87.0)
(108.0)
(3.0)
(3.0)
(3.0)
(3.0)
(3.0)
(93.0)
Bank overdrafts
Floating
(66.3)
(66.3)
(66.3)
Lease liabilities
Various
(100.2)
(100.2)
(25.2)
(18.6)
(15.7)
(12.2)
(8.5)
(20.0)
Derivative financial liabilities
(10.9)
(10.9)
(10.7)
(0.2)
Total
(649.6)
(717.7)
(57.8)
(164.1)
(127.2)
(80.6)
(85.1)
(202.9)
Cash and cash equivalents
Floating
133.0
133.0
133.0
Revolving credit facilities
Floating
(100.5)
(100.5)
(100.5)
Term loan 2023
Floating
(49.6)
(49.6)
(49.6)
Term loan 2024
Floating
(49.6)
(49.6)
(24.8)
(24.8)
US loan notes 2025
1.39%
(132.7)
(138.1)
(1.8)
(1.8)
(134.5)
US loan notes 2026
3.86%
(103.3)
(119.3)
(4.0)
(4.0)
(4.0)
(107.3)
US loan notes 2027
3.92%
(62.0)
(74.0)
(2.4)
(2.4)
(2.4)
(2.4)
(64.4)
US loan notes 2028
1.53%
(70.8)
(77.4)
(1.1)
(1.1)
(1.1)
(1.1)
(1.1)
(71.9)
US loan notes 2029
3.30%
(88.5)
(108.8)
(2.9)
(2.9)
(2.9)
(2.9)
(2.9)
(94.3)
US loan notes 2030
3.40%
(88.5)
(112.5)
(3.0)
(3.0)
(3.0)
(3.0)
(3.0)
(97.5)
Bank overdrafts
Floating
(93.8)
(93.8)
(93.8)
Lease liabilities
Various
(105.7)
(105.7)
(25.8)
(22.1)
(15.8)
(11.8)
(9.9)
(20.3)
Derivative financial liabilities
(13.8)
(13.8)
(13.4)
(0.4)
Total
(825.8)
(910.1)
(190.1)
(62.5)
(163.7)
(128.5)
(81.3)
(284.0)
Contractual cash flows include undiscounted committed interest cash flows and, where the amount payable is not fixed, the amount
disclosed is determined by reference to the conditions existing at the reporting date.
249
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Financial Statements

Notes to the consolidated financial statements continued
19. Net debt continued
Changes in liabilities arising from financing activities
The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non‑cash changes.
Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s
consolidated cash flow statement as cash flows from financing activities.
cash flows
*
Revolving credit facilities
(100.5)
100.1
0.4
–
Term loan 2023 and 2024
(99.2)
48.3
3.7
(47.2)
US loan notes
(545.8)
14.4
(531.4)
Bank overdrafts
(93.8)
27.5
(66.3)
Lease liabilities
(105.7)
31.9
(24.2)
0.7
(2.9)
(100.2)
Total
(945.0)
207.8
(24.2)
19.2
(2.9)
(745.1)
**
cash flows
*
Revolving credit facilities
(70.3)
(35.0)
4.8
(100.5)
Term loan 2023 and 2024
(133.3)
24.0
10.1
(99.2)
Acquired loan
(1.8)
1.8
–
US loan notes
(352.6)
(221.9)
28.7
(545.8)
Bank overdrafts
(65.5)
(28.3)
(93.8)
Lease liabilities
(93.9)
35.1
(41.4)
(2.7)
(2.8)
(105.7)
Total
(717.4)
(224.3)
–
(41.4)
40.9
(2.8)
(945.0)
**
* Financing cash flows exclude the impact of interest paid.
** Includes IFRS 16 interest payments.
Interest-bearing loans and borrowings
The Group borrows money from financial institutions in the form of bonds and other financial instruments. These generally have
fixed interest rates and are for a fixed term or are drawn from committed borrowing facilities that generally have floating interest rates.
For more information about the Group’s exposure to interest rate and foreign currency risk, see Note 18.
Unsecured loan notes and other loans
47.2
150.1
Lease liabilities
25.2
25.8
Total
72.4
175.9
Unsecured loan notes and other loans
531.4
595.4
Lease liabilities
75.0
79.9
Total
606.4
675.3
IMI plc Annual Report 2023
250

20. Provisions
Accounting policy
A provision is recorded instead of a payable when uncertainty exists over the timing and amount of the cash outflow. Provisions are
recognised when: the Group has a present legal or constructive obligation as a result of past events; it is probable that an outflow
of resources will be required to settle the obligation; and the amount can be reliably estimated. Provisions are valued at Management’s
best estimate of the amount required to settle the present obligation at the balance sheet date.
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring
has either commenced or has been announced publicly.
The recognition of a provision requires estimation. The principal estimates made in respect of the Group’s provisions using the best
estimate methodology (with the exception of indemnity provisions as noted below) concern the timing and amount of payments
required to:
– cover the costs of known restructuring projects;
– reimburse customers for potential product warranty claims;
– ensure that current and former manufacturing sites meet relevant environmental standards;
– reflect the estimated outcome of ongoing legal disputes; and
– provide against indemnities following the disposal of subsidiaries.
Analysis of the Group’s provisions:
Current
17.6
9.2
0.4
27.2
Non‑current
0.2
8.7
6.4
15.3
At 1 January 2023
17.8
17.9
6.8
42.5
Arising during the year
34.9
2.3
–
45.4
Released during the year
–
(1.5)
(1.5)
(3.0)
Utilised during the year
(31.3)
(3.0)
–
(42.5)
Exchange adjustment
(0.5)
(0.2)
–
(0.7)
At 31 December 2023
20.9
15.5
5.3
41.7
Current
19.9
8.4
0.4
28.7
Non‑current
1.0
7.1
4.9
13.0
Restructuring
The restructuring provision reflects residual amounts committed but not spent in relation to a number of specific projects that are
discussed further in Note 3, where the cost is a reliable estimate of the obligation. The opening balance of £17.8m primarily related to
the closure of a factory in Europe within our IMI Precision Engineering division and the Customer First project, which both simplify the
structure of the division and ensures the business structure is aligned with our customer base. The utilised balance includes £31.3m of
cash settlements. The provision as at 31 December 2023 of £20.9m primarily relates to the expected redundancy payments for facility
closures with the majority of the resulting outflow expected during 2024.
251
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Financial Statements

Notes to the consolidated financial statements continued
20. Provisions continued
Trade warranties
The Group sells a wide range of highly technical products and whilst they are designed and engineered to a high degree of precision
and to customer specifications, there is a risk of products requiring modification, which can lead to warranty claims. Trade warranties
are given in the normal course of business and cover a range of periods, typically one to two years, with the expected amounts falling
due in less than and greater than one year separately analysed, as above. The provision represents the directors’ best estimate of the
Group’s liability based on past experience.
Environmental and legal
Environmental and legal provisions recognise the Group’s obligation to remediate contaminated land at a number of current and former
sites, together with current legal cases for which a settlement is considered probable. Due to the long‑term nature of the liabilities,
the timescales are uncertain and the provisions represent the directors’ best estimates of these costs.
21. Trade and other payables
2022 results have been restated to reflect the allocation of goodwill of Heatmiser and CorSolutions, as described in Note 1.
Trade payables
152.0
150.4
Social security and other taxation
33.7
35.1
Accruals
42.6
43.9
Deferred income
0.3
–
Progress billings and advance payments from customers
96.8
71.9
Other payables
144.9
136.7
470.3
438.0
Other payables
15.3
7.9
485.6
445.9
£50.9m of the £71.9m progress billings and advance payments from customers held at the prior year‑end, were recognised as revenue
during the year. £52.5m of the £73.2m progress billings and advance payments from customers held at 31 December 2021, were
recognised as revenue during the 2022 financial year. Other payables includes costs for services and professional fees invoiced at the
balance sheet date.
IMI plc Annual Report 2023
252

22. Share capital
The movement in the number of ordinary shares of 28 4/7p each issued by IMI plc is as follows:
Number and value of shares
2023
2022
Number (m)
Value (£m)
Number (m)
Value (£m)
In issue at the start of the year
275.0
78.6
274.9
78.6
Issued to satisfy employee share schemes
0.1
–
0.1
–
In issue at the end of the year
275.1
78.6
275.0
78.6
All issued share capital at 31 December 2023 and 2022 is fully paid and conveys the same rights.
Share movements in the year
Movements in shares due to share issues and purchases during the year were as follows:
Benefit Trust
Other
Treasury
Total
In issue at 31 December 2022
2.4
258.3
14.3
275.0
New issues to satisfy employee share scheme awards
0.1
0.1
Transfer shares from treasury to employee benefit trust
0.6
(0.6)
–
Shares allocated under employee share schemes
(1.3)
1.3
–
At 31 December 2023
1.7
259.7
13.7
275.1
During the year 0.1m (2022: 0.1m) shares were issued under employee share schemes realising £0.6m (2022: £1.2m).
Employee Benefit Trust
The Employee Benefit Trust made market purchases of a total of nil (2022: 1.4m) shares with an aggregate market value of £nil
(2022: £20.0m) and a nominal value of £nil (2022: £0.4m). Associated transaction costs amounted to £nil (2022: £nil). On 28 November
2023 0.6m ordinary shares were transferred out of treasury for nil consideration to the IMI Employee Benefit Trust.
Share options exercised in 2023 were settled using the shares in the Group’s Employee Benefit Trust. In 2023, 0.7m (2022: 0.8m) shares
were issued for cash of £nil (2022: £nil).
Of the 15.4m (2022: 16.7m) shares held within retained earnings, 1.7m (2022: 2.4m) shares with an aggregate market value of £28.6m
(2022: £30.9m) are held in trust to satisfy employee share scheme vesting.
253
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Financial Statements

Notes to the consolidated financial statements continued
23. Acquisitions
Acquisitions in 2022
During the year ended 31 December 2022, the Group made three acquisitions, namely:
– Heatmiser UK Ltd (“Heatmiser”)
– CorSolutions LLC (“CorSolutions”)
– Bahr Modultechnik GmbH (“Bahr”)
a) Heatmiser UK Ltd (“Heatmiser”)
Other intangible assets
46.2
Property, plant and equipment
0.2
Inventories
7.4
Trade and other receivables
5.6
Cash and cash equivalents
7.4
Trade and other payables
(4.7)
Current taxation
(0.6)
Deferred taxation
(11.6)
Total identified net assets at fair value
49.9
Goodwill arising on acquisition
67.6
Purchase consideration
117.5
On 23 December 2022 the Group acquired 100% of the share capital, and associated voting rights, of Heatmiser UK Ltd (“Heatmiser”)
for initial cash consideration of £117.5m, with up to a further £8.0m payable based on future financial performance. Heatmiser is a
leading UK smart thermostatic control manufacturer and is based in Blackburn, UK.
This acquisition has been accounted for as a business combination and the accounting, including the purchase price allocation,
has been finalised during the year. After updating the assumptions, deferred consideration recognised is £nil. The goodwill recognised
above includes certain intangible assets that cannot be separately identified and measured due to their nature. This includes control
over the acquired business, the skills and experience of the assembled workforce, the increase in scale, synergies and the future growth
opportunities that the businesses provide to the Group’s operations.
Acquisition costs of £2.0m were recognised in the income statement in 2022.
b) CorSolutions LLC (“CorSolutions”)
Other intangible assets
8.8
Inventories
0.6
Deferred taxation
–
Total identified net assets at fair value
9.4
Goodwill arising on acquisition
–
Total consideration
9.4
Of which relates to deferred consideration
1.3
Purchase consideration
8.1
IMI plc Annual Report 2023
254

On 27 October 2022 the Group acquired 100% of the share capital, and associated voting rights, of CorSolutions LLC (“CorSolutions”)
for initial cash consideration of £7.5m, an additional payment of £0.6m made in 2023 as part of the closing consideration, with up to
a further £3.6m payable based on future financial performance. CorSolutions is a leading innovator in micro‑fluid flow control and is
based in Ithaca, New York.
This acquisition was accounted for as a business combination. The acquisition accounting has been finalised and changes were made
to the provisional fair value amounts recognised in the 2022 Annual Report in respect of the deferred consideration and identified assets
acquired and liabilities assumed. This resulted in a decrease of £1.7m from the 2022 Annual Report, bringing the goodwill position
to £nil. The expected earn‑out payout has decreased from £3.6m as at 31 December 2022 to £1.3m.
c) Bahr Modultechnik GmbH (“Bahr”)
On 9 June 2022 the Group acquired 100% of the share capital, and associated voting rights, of Bahr Modultechnik GmbH (“Bahr”) for
cash consideration of £88.3m. Bahr is a leading provider of highly configured modular electric linear motion systems, based on a broad
portfolio of specialist components and is based in Luhden, Germany.
This acquisition was accounted for as a business combination. Our accounting has been finalised and there are no changes to the
provisional fair value amounts recognised in the 2022 Annual Report in respect of the identified assets acquired and liabilities assumed.
d) Adjustments arising on prior year acquisitions
In finalising the acquisition accounting for the prior year acquisitions of CorSolutions and Heatmiser, an adjustment of £36.3m was
made to include acquired intangibles and corresponding deferred tax, adjust working capital and other payables. This resulted in a
decrease in goodwill of £36.3m.
The adjustment is material and as such the comparative balance sheet has been restated, as follows:
Goodwill
733.7
(36.3)
697.4
Other intangible assets
270.5
46.2
316.7
Deferred tax assets
24.5
(0.3)
24.2
Inventories
416.3
1.4
417.7
Trade and other receivables
484.9
(1.0)
483.9
Current tax
2.0
(0.1)
1.9
Total assets
2,519.9
9.9
2,529.8
Deferred tax liabilities
(47.9)
(11.3)
(59.2)
Other payables
(9.9)
2.0
(7.9)
Trade and other payables
(437.7)
(0.3)
(438.0)
Current tax
(70.1)
(0.3)
(70.4)
Total liabilities
(1,614.3)
(9.9)
(1,624.2)
255
Strategic Report Corporate Governance
Financial Statements

Notes to the consolidated financial statements continued
24. Disposals
Disposals in 2023
The Group disposed of its Dutch subsidiary, IMI Aero‑Dynamiek BV, on 2 October 2023 for proceeds of £0.8m, resulting in a gain
on disposal for the Group of £0.7m after disposing of £nil of net assets and incurring £0.3m of associated disposal costs.
This disposal is not disclosed as a discontinued item because it did not represent a separate major line of business.
Sale consideration
0.8
Net assets disposed
–
Costs of disposal
(0.3)
Foreign exchange gain reclassified on disposal
0.2
Gain on disposal
0.7
Sale consideration
0.8
Cash costs of disposal
(0.3)
Net cash flow arising on disposal of operations
0.5
Disposals in 2022
The Group disposed of its Russian subsidiary, IMI International LLC, on 27 May 2022 for proceeds of £nil resulting in a loss on disposal
for the Group of £4.8m after disposing of £3.3m of net assets and incurring £0.9m of associated disposal costs. In addition, the exit
resulted in a £4.2m impairment of assets related to Russian contracts.
The exit from Russia was presented in the income statement as an adjusting item in 2022 but it was not disclosed as a discontinued item
because it did not represent a separate major line of business.
Sale consideration
–
Net assets disposed
(3.3)
Costs of disposal
(0.9)
Foreign exchange loss reclassified on disposal
(0.6)
Loss on disposal
(4.8)
Sale consideration
–
Cash costs of disposal
(0.9)
Net cash flow arising on disposal of operations
(0.9)
25. Contingent liabilities
A contingent liability is a liability that is not sufficiently certain to qualify for recognition as a provision because significant subjectivity
exists regarding its outcome.
Group contingent liabilities relating to guarantees in the normal course of business and other items amounted to £131m (2022: £132m).
IMI plc Annual Report 2023
256

26. Related party transactions
Related parties include the key management personnel. The Board, including the non‑executive directors are considered to be the key
management personnel of the Group.
Short‑term employee benefits*
4.8
3.5
2.0
2.2
Total
6.8
5.7
**
* Short‑term employee benefits comprise salary, including employers’ social contributions, benefits earned during the year and bonuses awarded for the year.
** For details of the shared‑based payment charge for key management personnel, see Note 6.
Transactions with associated companies
Sales to associated companies
0.8
–
Purchases from associated companies
–
–
Total
0.8
–
Accounts receivable
1.2
–
Accounts payable
–
–
There are no other related party transactions.
27. Subsequent events
Events that occur in the period between 31 December and the date of approval of the Annual Report can be categorised as
adjusting or non‑adjusting depending on whether the condition existed at 31 December. If the event is an adjusting event, then an
adjustment to the results is made. If a non‑adjusting event after the year‑end is material, non‑disclosure could influence decisions
that readers of the financial statements make. Accordingly, for each material non‑adjusting event after the reporting period we
disclose the nature of the event and an estimate of its financial effect, or a statement that such an estimate cannot be made.
There were no adjusting or non‑adjusting subsequent events after the balance sheet date of 31 December 2023.
257
Strategic Report Corporate Governance
Financial Statements

Company balance sheet
At 31 December 2023
Notes
2023
£m
2022
£m
Fixed assets
Investments C5 563.4 533.0
563.4 533.0
Current assets
Debtors C6 14.9 18.3
Deferred tax assets C7 6.4 5.5
Cash at bank and in hand 1.6 1.6
22.9 25.4
Creditors: amounts falling due within one year
Other creditors C8 (9.4) (4.3)
Net current assets 13.5 21.1
Total assets less current liabilities 576.9 554.1
Net assets 576.9 554.1
Capital and reserves
Called up share capital C9 78.6 78.6
Share premium account 17.0 16.4
Capital redemption reserve 177.6 177.6
Profit and loss account 303.7 281.5
Equity shareholders’ funds 576.9 554.1
The Company reported a profit for the financial year ended 31 December 2023 of £77.5m (2022: £59.6m).
Approved by the Board of Directors on 29 February 2024 and signed on its behalf by:
Lord Smith of Kelvin
Chair
IMI plc Annual Report 2023
258

Company statement of changes in equity for the year
Share
capital
£m
Share
premium
£m
Redemption
reserve
£m
Retained
earnings
£m
Parent
equity
£m
At 1 January 2022 78.6 15.2 177.6 294.3 565.7
Retained profit for the year 59.6 59.6
Dividends paid on ordinary shares (62.2) (62.2)
Shares issued in the year – 1.2 1.2
Share‑based payments 9.8 9.8
Shares acquired for:
employee share scheme trust (20.0) (20.0)
At 31 December 2022 78.6 16.4 177.6 281.5 554.1
Retained profit for the year 77.5 77.5
Dividends paid on ordinary shares* (68.8) (68.8)
Shares issued in the year – 0.6 0.6
Share-based payments 13.2 13.2
Shares acquired for:
employee share scheme trust* – – – 0.3 0.3
At 31 December 2023 78.6 17.0 177.6 303.7 576.9
* Details of treasury and employee trust share scheme movements are contained in Note 22 of the Group financial statements and details of dividends paid and proposed in the year
are shown in Note C4.
All of the retained earnings held at both 31 December 2023 and 31 December 2022 are considered to be distributable reserves.
259
Strategic Report Corporate Governance
Financial Statements

Company notes to the financial statements
C1. Significant accounting policies
The following accounting policies have been applied consistently in dealing with items considered material in relation to the financial
statements, except where otherwise noted below:
Basis of accounting
The financial statements were prepared in accordance with Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101).
The Company has not presented a separate profit and loss account as permitted by Section 408 of the Companies Act 2006.
The Company has taken advantage of the following disclosure exemptions under FRS 101:
a) the requirements of paragraphs 45(b) and 46‑52 of IFRS 2 ‘Share‑based Payment’;
b) the requirements of IFRS 7 ‘Financial Instruments’;
c) the requirements of paragraphs 91‑99 of IFRS 13 ‘Fair Value Measurement’;
d) the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect
ofparagraph 79(a)(iv) of IAS 1;
e) the requirements of paragraphs 10(d), 10(f) and 134‑136 of IAS 1;
f) the requirements of IAS 7 ‘Statement of Cash Flows’;
g) the requirements of paragraphs 30 and 31 of IAS 8 ‘Accounting Policies, Changes in Accounting Estimates and Errors’;
h) the requirements of paragraph 17 of IAS 24 ‘Related Party Disclosures’; and
i) the requirements in IAS 24 ‘Related Party Disclosures’ to disclose related party transactions entered into between two or more
members of the Group, provided that any subsidiary which is party to the transaction is wholly owned by such a member. Related
party transactions with the Company’s key management personnel are disclosed in the Remuneration Report on pages 146 to 167
andin Note 26 of the Group financial statements.
Critical judgements and key sources of estimation uncertainty
The preparation of financial statements requires Management to make judgements, estimates and assumptions that affect the amounts
reported for assets and liabilities as at the balance sheet date and the amounts reported for income and expenses during the year.
However, the nature of estimation means that actual outcomes could differ from those estimates.
There were no critical judgements or key sources of estimation uncertainty applied in 2023 or in 2022.
Foreign currencies
The Company’s functional currency and presentation currency is Sterling. Transactions in foreign currencies are recorded using the rate
of exchange ruling at the date of transaction.
Monetary assets and liabilities denominated in foreign currencies have been translated into Sterling at the rates of exchange ruling at the
balance sheet date and the gains or losses on translation are included in the profit and loss account.
Investments
Investments in subsidiaries are accounted for at cost less any provision for impairment. The Company’s cost of investments in
subsidiaryundertakings is stated at the aggregate of (a) the cash consideration and either (b) the nominal value of the shares issued as
consideration when Section 612 of the Companies Act 2006 applies, or (c) in all other cases the market value of the Company’s shares
on the date they were issued as consideration.
IMI plc Annual Report 2023
260

Taxation
The charge for taxation is based on the profit for the year and takes into account taxation deferred because of temporary differences
between the treatment of certain items for taxation and accounting purposes.
Deferred tax is recognised in respect of all temporary differences between the treatment of certain items for taxation and accounting
purposes that have arisen but not reversed by the balance sheet date, except as otherwise required by IAS 12 ‘Income Taxes’. Deferred
tax is measured at the tax rates that are expected to apply when the temporary differences reverse, based on the tax laws that have been
enacted or substantively enacted by the balance sheet date. A deferred tax asset is recognised to the extent that it is probable that future
taxable profit will be available against which the temporary difference can be utilised.
Equity and equity-related compensation benefits
The Company operates a number of equity and equity‑related compensation benefits as set out in Note 6 to the Group financial
statements. The fair value of the employee services received in exchange for the grant of the options is recharged in full to the principal
employing company and accordingly, there is no net charge recorded in the Company’s financial statements. The recharged amount is
recognised as a debtor falling due for payment within one year.
The total amount recharged over the vesting period is determined by reference to the fair value of the options granted, excluding the
impact of any non‑market vesting conditions (for example, profitability and sales growth targets). Non‑market vesting conditions are
included in assumptions about the number of options that are expected to become exercisable. The fair value of the options at the date
of grant is determined based on the Monte Carlo and Black‑Scholes option‑pricing model.
At each balance sheet date, the Company revises its estimate of the number of options that are expected to vest. It recognises the
impact of the revision of original estimates, if any, in the amount recharged to subsidiary undertakings.
For newly issued shares, the proceeds received, net of any directly attributable transaction costs are credited to share capital
(nominalvalue) and share premium when the options are exercised.
Treasury shares
The consideration paid by the Company on the acquisition of treasury shares is charged directly to retained earnings in the year of
purchase. Consideration received for the sale of such shares is also recognised in equity, with any difference between the proceeds
from sale and the original cost taken to share premium. If treasury shares are subsequently cancelled the nominal value of the cancelled
shares is transferred from share capital to the capital redemption reserve. No gain or loss is recognised on the purchase, sale or
cancellation of treasury shares.
Dividends
Dividends unpaid at the balance sheet date are only recognised as a liability at that date to the extent that they are authorised and
arenolonger at the discretion of the Company. Unpaid dividends that do not meet these criteria are disclosed in the notes to the
financial statements.
C2. Remuneration of directors
The detailed information concerning directors’ emoluments, shareholdings and options are shown in the audited section of the
Remuneration Report on pages 136 to 167, Note 5 and Note 26 of the Group financial statements.
C3. Staff numbers and costs
The number of people employed by the Company, including directors, during the year was 19 (2022: 18), all of whom were employed
inadministrative roles. The costs associated with them were borne by a subsidiary undertaking.
The Company participates in the IMI UK Funds, which are defined benefit schemes in which the assets are held independently. The total
net defined benefit costs of these funds are borne by a subsidiary undertaking and therefore in accordance with IAS 19, no net defined
benefit costs are recognised in the Company’s financial statements. Note 14 to the Group financial statements provides further details
regarding the defined benefit schemes.
261
Strategic Report Corporate Governance
Financial Statements

Company notes to the financial statements continued
C4. Dividends
The aggregate amount of dividends comprises:
2023
£m
2022
£m
Prior year final dividend paid – 17.4p per qualifying ordinary share (2022: 15.8p) 45.1 40.8
Current year interim dividend paid – 9.1p per qualifying ordinary share (2022: 8.3p) 23.7 21.4
Aggregate amount of dividends paid in the financial year 68.8 62.2
Dividends paid in the year of £68.8m represent 26.5p per share (2022: 24.1p).
After the balance sheet date the following dividends were proposed by the directors. The dividends have not been provided for and
there are no income tax consequences.
2023
£m
2022
£m
Current year final dividend – 19.2p per qualifying ordinary share (2022: 17.4p) 49.9 45.1
Dividends proposed after the balance sheet date may differ from the final dividend paid. This is a result of the final number of qualifying
shares entitled to dividends differing from those in issue at the balance sheet date.
C5. Fixed assets – investments
2023
£m
2022
£m
Investments in subsidiary undertakings 173.2 173.2
Loans owed by subsidiary undertakings 390.2 359.8
Total 563.4 533.0
Details of subsidiary undertakings as at 31 December 2023 are shown on pages 264 to 268.
The loan due from subsidiary undertakings is due for repayment on 31 December 2027. The loan is unsecured and interest is calculated
using SONIA plus a fixed percentage of 1.86%.
C6. Debtors
2023
£m
2022
£m
Falling due for payment within one year:
Amounts owed by subsidiary undertakings 14.9 18.3
Total 14.9 18.3
IMI plc Annual Report 2023
262

C7. Deferred tax
The deferred tax included in the balance sheet is as follows:
2023
£m
2022
£m
Employee benefits and share‑based payments 6.4 5.5
Deferred tax asset included in the balance sheet 6.4 5.5
Reconciliation of movement in deferred tax asset:
2023
£m
2022
£m
At 1 January 2023 5.5 6.8
Adjustment in respect of prior years 0.1 –
Deferred tax credit in the profit and loss account 0.5 0.6
Deferred tax (credit)/charge in equity 0.3 (1.9)
At 31 December 2023 6.4 5.5
The rate of corporation tax in the UK for 2023 was 23.5% (2022: 19%). From 1 April 2023, the statutory rate increased from 19% to 25%.
UK deferred tax assets and liabilities have therefore been calculated using a rate of 25% (2022: 25%).
C8. Other creditors falling due within one year
2023
£m
2022
£m
Corporation tax 8.4 3.3
Other payables 1.0 1.0
Total 9.4 4.3
C9. Share capital
2023
£m
2022
£m
Issued and fully paid
275.1m (2022: 275.0m) ordinary shares of 28 4/7p each 78.6 78.6
C10. Contingencies
Contingent liabilities relating to guarantees in the normal course of business and other items amounted to £54.1m (2022: £37.8m).
There is a right of set‑off with three of the Company’s banks relating to the balances of the Company and a number of its wholly owned
UK subsidiaries.
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group,
theCompany considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the
guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a
payment under the guarantee.
263
Strategic Report Corporate Governance
Financial Statements

Subsidiary undertakings
A full list of the Group’s subsidiary undertakings and registered/principal offices as at 31 December 2023 is included below. Except
where indicated, the share capital consists of ordinary shares only. The principal country in which each subsidiary operates and has its
registered/principal office is the country of incorporation. IMI plc’s effective interest in the undertakings listed is 100%, except where
indicated, and is held in each case by a subsidiary undertaking, except for IMI Group Limited and IMI Deutschland Verwaltungs GmbH
which are held directly by IMI plc.
The Group has an interest in two partnerships, The IMI Scottish Limited Partnership and The IMI 2017 Scottish Limited Partnership,
which are both fully consolidated into these Group accounts. The Group has taken advantage of the exemption conferred by regulation
7 of the Partnerships (Accounts) Regulations 2008 and has, therefore, not appended the accounts of these qualifying partnerships to
these accounts. Separate accounts for the partnerships are not required to be and have not been filed at Companies House.
Charles Baynes Netherlands B.V., Lakeside, Solihull Parkway, Birmingham Business Park, Birmingham,
West Midlands, B37 7XZ, United Kingdom
Holford Estates Limited,
IMI CIF Trustee Limited,
IMI Components Limited,
IMI Deutschland Limited,
IMI Euro Finance Limited,
IMI Fluid Controls (Finance) Limited,
IMI Germany Limited,
IMI Group Limited,
IMI Kynoch Limited,
IMI Marston Limited,
IMI Overseas Investments Limited,
IMI Pensions Trust Limited,
IMI plc,
IMI Precision Engineering Limited,
IMI Property Investments Limited,
IMI Refiners Limited,
IMI Sweden Finance Limited,
IMI Vision Limited,
Liquick 211 Limited,
Truflo Group Limited,
Truflo International Limited,
Truflo Investments Limited
IMI Americas LLC, 5400 South Delaware Street, Littleton, CO 80120, United States
IMI Fluid Controls Holdings Inc,
IMI Norgren LLC,
Norgren LLC
Finch Land Management LLC 145 Hyde Road, Farmington, CT 06032, United States
IMI Critical Engineering Holding GmbH, Bruckstrasse 93, 46519 Alpen, Germany
IMI Deutschland II GmbH & Co KG,
IMI Deutschland Verwaltungs GmbH,
IMI Germany Holding B.V. & Co KG,
Norgren GmbH
Adaptas Acquisition Co, Palmer Industrial Park, 9 Second Street, Palmer, MA 01069, United States
Adaptas Acquisition Holdings, LLC,
Adaptas Solutions, LLC
IMI plc Annual Report 2023
264

Heimeier GmbH, Völlinghauser Weg 2, 59597 Erwitte, Deutschland, Germany
IMI Hydronic Engineering Deutschland Gmbh,
THJ Holding GmbH
IMI Australia Pty Ltd, 33 South Corporate Avenue, Rowville VIC 3178, Australia
IMI Critical Engineering (PAC) Pty Ltd,
IMI Lakeside Australia Pty Ltd
IMI Finance SA, Route de Crassier 19, Lake Geneva Business Park, 1262 Eysins, Switzerland
IMI Finance USD SA,
IMI Hydronic Engineering International SA
Adaptas Solutions Pty Ltd, 2-8 Martha Street, Clyde NSW 2142, Australia
DeTech Australia Holdings Pty Ltd
IMI Hydronic Engineering NV Fountain Business Park, C. Van Kerckhovenstraat 110 Gebouw 3
BE-2880 Bornem
CCI Italy S.R.L, Via Larga 6, 20122 Milan, Italy
IMI Holding Italy S.R.L.,
Orton S.R.L.
IMI Hydronic Engineering A/S, Vesterlundvej 18, 2730 Herlev, Denmark
Norgren A/S
IMI Hydronic Engineering AS, Glynitveien 7, Ski, N-1400, Norway
Norgren AS
IMI Hydronic Engineering BV, Klipperaak 101 (1e etage), 2411 ND Bodegraven
IMI Netherlands Holdings BV
IMI Scotland Limited, c/o Brodies LLP Capital Square, 58 Morrison Street, Edinburgh, EH3 8BP, United
Kingdom
The IMI Scottish Limited Partnership,
The IMI 2017 Scottish Limited Partnership
Lakeside Finance Unlimited Company, 1 Stokes Place, St Stephens Green, Dublin 2, Ireland
Lakeside Treasury Unlimited Company
Norgren Co Limited, Building 3, No. 1885, Duhui Road, Minhang District, Shanghai, China
Norgren Manufacturing Co Ltd
Valves Holding GmbH, Bertramsweg 6, 52355 Düren, Germany
Z & J Technologies GmbH
Acro Associates LLC 145 Hyde Road, Farmington, CT 06032, United States
Adaptas Solutions China Co, Ltd No. 1588 Xinhong Road, Qidong City, Nantong, Jiangsu, China
Applied Kilovolts Limited Woods Way, Goring By Sea, Worthing, West Sussex, BN12 4QY, United Kingdom
Bahr Modultechnik Holding GmbH, North-South-Str. 10a, 31711 Luhden, Germany
Bahr Modultechnik GmbH
Bimba LLC, 25150 S. Governors Hwy, University Park, IL 60484, United States
Mead Fluid Dynamics, Inc.
Bopp & Reuther Valves GmbH Carl-Reuther Str. 1, 68305 Mannheim, Germany
Brookvale International Insurance Limited Clarendon House, Church Street, Hamilton, HM11, Bermuda
Buschjost GmbH Detmolder Strasse 256, 32545 Bad Oeynhausen, Germany
CCI AG Fabrikstrasse 10, 8370 Sirnach, Switzerland
IMI Critical Engineering Brasil Ltda. Rua Anuar Dequech, 272 – Galpão 06, Iporanga – Sorocaba/SP, Brasil 18087-157
CCI Czech Republic s.r.o. K Letišti 1804/3, Šlapanice, 62700 Brno, Czech Republic
CCI Flow Control (Shanghai) Co Ltd Room 108, Unit 15, 159 Tian Zhou Road, Cao He Jing Development Zone,
Shanghai, 200233, China
CCI International Limited Unit A3 Brookside Business Park, Greengate, Middleton, Manchester, M24 1GS,
United Kingdom
265
Strategic Report Corporate Governance
Financial Statements

Subsidiary undertakings continued
CCI Valve Technology AB Industrigatan 7, Box 603, 661 29 Säffle, Sweden
CCI Valve Technology GmbH Lemböckgasse 63/1, 1230 Wien, Austria
Control Component India Pvt Limited Ground, 1st & 2nd Floor, Tower 4, SJR i park, Plot # 13, 14 & 15, EPIP Zone Phase
1, Whitefield Road, Bangalore 560066, India
IMI Critical Engineering LLC 22591 Avenida Empresa, Rancho Santa Margarita CA 92688, United States
CorSolutions LLC 622 Scofield Road, Groton, New York, 1307
FAS Medic SA Route de Bossonnens 2, 1607, Palézieux, Switzerland
Fluid Automation Systems GmbH Hortensienweg 21, 70374 Stuttgart, Germany
Heatmiser UK Ltd Units 1-5 Hurstwood Court, Mercer Way, Blackburn, England, BB1 2QU, United
Kingdom
Heatmiser Automatic Control Technology
(Beijing)Limited
North Zone, Floor 2, Building 12, 738 Changliu Road, Machikou Town, Changping
District, Beijing, China
Herion Systemtechnik GmbH Untere Talstrasse 65, 71263 Weil der Stadt, Germany
IMI Critical Engineering (APAC) Pte. Ltd 29 International Business Park, ACER Building, #04-01 Acer Building, Singapore,
609923, Singapore
IMI Critical Engineering (AUS) Pty Ltd c/o 21-22 Greenhill Road, Wayville SA 50344, Australia
IMI Critical Engineering (Shanghai) Company Limited Building 3, No. 1-5, Lane 800, Yewang Road, Yexie Town, Songjiang District,
Shanghai 201609, China
IMI Critical Engineering Korea 14 Dangdong 2-ro, Munsan-eup, Paju-si, Gyeonggi-do, 10816, Republic of Korea
IMI Critical Engr PBM LLC 1070 Sandy Hill Road, Irwin, PA 15642, United States
IMI Critical FZE Office No. FZJOA1308, FZJ0A1310, FZJ0A1307A, Jebel Ali Free Zone, PO BOX
17827, Dubai, United Arab Emirates
IMI Deutschland B.V. Versterkerstraat 6, 1322 AP Almere, the Netherlands
IMI Engineering Sdn. Bhd. K-7-5 & K-7-6, Solaris Kirara, Soho, Jalan Solaris Mont Kiara, 50480 Kuala Lumpur,
Malaysia
IMI France SARL 52 Boulevard de Sébastopol, 75003 Paris, France
IMI Holdings LLC 101 Broadway Street West, Suite 204, Osseo, MN 55369, United States
IMI Hydronic Engineering AB Annelund, SE-524 80, Ljung, Sweden
IMI Hydronic Engineering Business Services Spólka Z
Ograniczona Odpowiedzialnoscia
Olewin 50 A, PL-32300, Olkusz, Poland
IMI Hydronic Engineering China Room 610, Block C the MIXC No.1799 Wuzhong Road, Minghang District,
Shanghai 201103, China
IMI Hydronic Engineering France S.A. 13, rue de la Perdrix – Les Flamants 8, 93290 Tremblay-en-France, France
IMI Hydronic Engineering FZE JAFZA One – Tower A, Office 1310, P.O. Box 262611, Dubai, United Arab Emirates
IMI Hydronic Engineering GesmbH Industriestrasse 9, Objekt 5, 2353, Guntramsdorf, Austria
IMI Hydronic Engineering Inc 8908 Governors Row, Dallas, TX 75247, United States
IMI Hydronic Engineering Limited Hat House Third Floor, 32 Guildford Street, Luton, Bedfordshire, LU1 2NR,
UnitedKingdom
IMI Hydronic Engineering Ltda Av Fagundes Filho, 134 cj 43, S. Judas, Sao Paulo, 04304-010, Brazil
IMI Hydronic Engineering OY Robert Huberin tie 7, Vantaa FI-01510, Finland
IMI Hydronic Engineering Pte Ltd 223 Mountbatten Road #03-01, Singapore 398008, Singapore
IMI Hydronic Engineering S.A. lndustriestrasse 9, rue des Trois Cantons, L- 8399 Windhof, Grand Duchy
ofLuxembourg
IMI Hydronic Engineering (Spain) SAU Calle Orduña 3 Planta Baja, 28034 Madrid, Spain
IMI Hydronic Engineering S.R.L. Via dei Martinitt n. 3, 20146 Milan, Italy
IMI Hydronic Engineering Switzerland AG Mühlerainstrasse 26, 4414 Füllinsdorf, Switzerland
IMI Hydronic Engineering UAB A.Juozapaviciaus 27-5, Kaunas, LT – 45258, Lithuania
IMI International Co Srl Str. Aristide Pascal nr.36, Sector 3, Bucuresti, 031445, Romania
IMI International d.o.o. Alpska cesta 37b, Lesce, 4248, Slovenia
IMI plc Annual Report 2023
266

IMI International d.o.o. Slavonska Avenija 17, Zagreb, 10040, Croatia
IMI International d.o.o. Beograd Milutina Milankovica 1b, Novi Beograd, 11070, Serbia
IMI International Kft. Kunigunda Útja 60, Budapest, HU-1037, Hungary
IMI International s.r.o. Evropska 852, 664 42, Modrice, Czech Republic
IMI International Sp. z.o.o. Olewin 50 A, PL-32300, Olkusz, Poland
IMI Japan K.K. 7-3-6 Minatojima Minamimachi, Chuo-ku, Kobe, Hyogo 650-0047, Japan
IMI Norgren Herion PVT Limited c/o Rajesh Malhotra & Associates 505, Mercantile House, Kasturba Gandhi Marg,
New Delhi – 110001
IMI Norgren Limited 1 Stokes Place, St. Stephen’s Green, Dublin 2, D02 DE03
IMI Norgren SA (Sociedad Unipersonal) Calle Colom, 391, 2 Edif. Tecno, 08223, Terrassa, Spain
IMI Saudi Industry LLC 3826 unit No. 7, Street 122, Second Industrial City, Post 34325-7535, Dammam,
Saudi Arabia
IMI Ventures Singapore Pte Ltd 29 International Business Park #04-01 Acer Building Singapore 609923
Industrie Mecanique Pour Les Fluides SA 15 Avenue des Cures, 95580, Andilly, France
Kynoch Sweden Holding AB c/o IMI Hydronic Engineering AB, 52 480 Ljung, Sweden
Newman Hattersley Limited 5063 North Service Road, Suite 100, Burlington, ON, L7L 5H6 Canada
Norgren AG Fabrikstrasse 10, 8370 Sirnach, Switzerland
Norgren Automation Solutions LLC 2871 Bond Street, Rochester Hills, MI 48309, United States
Norgren BV Versterkerstraat 6, 1322 AP Almere, Netherlands
Norgren Co Limited 36/8 Room M1 Krungthep Kreetha Rd., Khlong Song Ton Nun Sub-District,
LatKrabang District, Bangkok 10520, Thailand
Norgren Finland OY Robert Huberin Tie 7, FI-01510 Vantaa, Finland
Norgren Ges.m.b.H Industriezentrum NÖ Süd, Straße 2a, Objekt M39/1, A-2355, Wiener Neudorf, Austria
Norgren GT Development LLC 425 “C” Street NW, Suite 100, Auburn, WA 98001, United States
Norgren Kloehn LLC Palmer Industrial Park, 9 Second Street, Palmer, MA 01069 United States
Norgren Limited Room M, Block 1, 19/F., Kingswin Industrial Building, 32-50 Lei Muk Road, Kwai
Chung, Hong Kong
Norgren Limited 15A Vestey Drive, Auckland, 1060, New Zealand
IMI Webber Limited, Blenheim Way, Fradley Park, Lichfield, Staffordshire, WS13 8SY, United Kingdom
Norgren Limited
Norgren Ltda Av. Eng. Alberto de Zagottis, 696-B, Sao Paulo SP, 04675-085, Brazil
Norgren Manufacturing (Suzhou) Co., Ltd No. 975, Xinzi Road, Wujiang Economic & Technological Development Zone,
Jiangsu Province, China
Norgren Manufacturing de Mexico S.A. de C.V. Avenida de la Montaña # 120, Parque Industrial Querétaro, Santiago De
Querétaro, Querétaro, CP 76220, México
Norgren S.A. de C.V. 45061 Tlaquepaque, Jalisco, Mexico
Norgren NV Norgren NV, Alfons Gossetlaan 54 bus 5, B1702 Dilbeek, Belgium
Norgren Pte. Limited JTC Space @ Tuas, 16B Tuas Ave 1, #03-40, Singapore 639534
Norgren SAS 1, rue de Lamirault 77090 Collégien, France
Norgren Srl Building F2, Via Roma 108, Cassina de Pecchi, 20051, Milan, Italy
Norgren Sweden AB Kamaxelgatan 11, S-212 41 Malmö, Sweden
Norgren Taiwan Co Limited 3F, No. 540 Sec. 1, Minsheng N. Rd., Guishan Dist., Taoyuan City, 333, Taiwan
Pneumadyne LLC 14425 23rd Ave North, Plymouth, MN 55447, United States
Remosa S.R.L. VI Strada Ovest – Macchiareddu, Uta (CA), 09068, Italy
SAIC CCI Valve Co Ltd (44%)* Block B, 123 Chongming Xiushan Road, Chengqiao Town, Chongming County,
Shanghai, 202150 China
Shanghai CCI Power Control Equipment Co Ltd 229C, 2F, No 11, Lane 465, Tengyue Road, Yangpu District, Shanghai 200090, China
STI S.R.L. Via dei Caravaggi 15, 24040, Levate (BG), Italy
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Financial Statements

TA Regulator d.o.o. Orliska Ulica 13, Brezice, SI-8250, Slovenia
TH Jansen Armaturen GmbH Blücherstrasse 47, 66386 Sankt Ingbert, Germany
Thompson Valves Limited 17 Balena Close, Creekmoor, Poole, Dorset, BH17 7EF, United Kingdom
Truflo Marine Limited 2, Priory Road, Aston, Birmingham B6 7LG, United Kingdom
Vaccon Company, Inc. 2871 Bond Street, Rochester Hills, MI 48309, United States
* Treated as external investments.
Subsidiary audit exemptions
IMI plc has issued guarantees over the liabilities over the following companies at 31 December 2023 under Section 479C of Companies
Act 2006 and these entities are exempt from the requirements of the Act relating to the audit of individual accounts by virtue of Section
479A of the Act:
Company name Company number Company name Company number
Applied Kilovolts Limited 02101051 IMI Precision Engineering Limited 01687068
CCI International Limited 00259162 IMI Refiners Limited 00148305
Heatmiser UK Limited 03747773 IMI Scotland Limited SC378424
Holford Estates Limited 01181406 IMI Sweden Finance Limited 07272731
IMI Components Limited 01640862 IMI Vision Limited 04421176
IMI Deutschland Limited 07843551 IMI Webber Limited 01416237
IMI Euro Finance Limited 07929408 Norgren Limited 00564656
IMI Fluid Controls (Finance) Limited 08528502 Thompson Valves Limited 02791464
IMI Germany Limited 07843576 Truflo Group Limited 04430846
IMI Hydronic Engineering Limited 02945254 Truflo International Limited 00164822
IMI Kynoch Limited 00713735 Truflo Investments Limited 04430927
IMI Marston Limited 00155987 Truflo Marine Limited 00993167
IMI Overseas Investments Limited 00209251
Geographic distribution of employees*
The following table shows the geographic distribution of employees as at 31 December 2023 and is not required to be audited.
United Kingdom 1,129
Continental Europe 5,273
Americas 2,767
Asia Pacific 1,555
Rest of World 48
Total 10,772
* Includes agency and contractors.
Subsidiary undertakings continued
IMI plc Annual Report 2023
268

Five-year summary*
Income statement
2019
£m
2020
£m
2021
£m
2022
£m
2023
£m
Revenue 1,873 1,825 1,866 2,049 2,196
Adjusted operating profit 266.1 284.7 318.1 363.8 410.6
Adjusted profit before tax 250.7 273.9 307.0 346.1 387.4
Special pension events 8.6 – – – –
Restructuring costs and associated impairment losses (53.3) (37.7) (39.7) (25.9) (48.1)
Acquired intangible amortisation (19.5) (18.7) (15.0) (29.5) (32.0)
Other acquisition items (1.6) – (3.1) (4.2) (1.6)
Loss/(gain) on disposal of subsidiaries – – (3.8) – –
Exit from Russia – – – (9.0) (2.0)
Financial instruments excluding economic hedge contract (losses)/gains 4.4 (3.2) (0.8) 7.9 (1.3)
Profit before tax 189.3 214.3 244.6 285.4 302.4
Adjusted EBITDA 357 380 404 457 503
Group sales by destination
2019
£m
2020
£m
2021
£m
2022
£m
2023
£m
UK 90 88 83 93 117
Germany 234 222 238 265 280
Rest of Europe 494 486 520 520 557
Total Europe 818 796 841 878 954
Total Americas 538 545 526 627 665
Total Asia Pacific 404 390 409 450 470
Middle East and Africa 113 94 90 94 107
Revenue 1,873 1,825 1,866 2,049 2,196
* The five-year summary is not required to be audited.
2019 2020 2021
250.7
273.9
307.0
2022
346.1
2023
387.4
2019 2020 2021
1,873
1,825
1,866
2022
2,049
2023
2,196
A
B
C
D
Revenue £m Adjusted profit before tax £m Group revenue by geography 2023
A
Europe 44%
B
Americas 30%
C
Asia Pacific 21%
D
Middle East
and Africa 5%
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Strategic Report Corporate Governance
Financial Statements

Earnings and dividends
2019 2020 2021 2022 2023
Adjusted basic earnings per share 73.2p 79.7p 92.0p 105.5p 116.8p
Statutory basic earnings per share 56.6p 62.7p 73.5p 87.6p 91.5p
Ordinary dividend per share 41.1p 22.5p 23.7p 25.7p 28.3p
Balance sheet
2019
£m
2020
£m
2021
£m
2022
(Restated)
£m
2023
£m
Segmental net assets (including lease liabilities) 1,168 1,124 1,340 1,756 1,715
Other net non-operating liabilities excluding borrowings (gross) (111) (96) (32) (144) (147)
Net debt (excluding lease liabilities) (347) (228) (529) (706) (538)
Net assets 710 800 779 906 1,030
Statistics
2019 2020 2021
2022
(Restated)
£m
2023
£m
Adjusted operating profit as a percentage of revenue 14.2% 15.6% 17.0% 17.8% 18.7%
Adjusted operating profit as a percentage of segmental net assets 22.8% 25.3% 23.7% 20.7% 23.9%
Effective tax rate on adjusted profit before tax 21.0% 21.0% 20.0% 21.3% 21.8%
Net debt as a percentage of shareholders’ funds 48.9% 39.5% 79.9% 89.6% 62.0%
Net debt: adjusted EBITDA 1.2 0.8 1.5 1.8 1.3
Adjusted EBITDA: interest 24 35 33 24 22
Five-year summary* continued
IMI plc Annual Report 2023
270

Shareholder and general information
Announcement of trading results
The trading results for the Group for the first half of 2024 will be announced on 26 July 2024. The trading results for the full year
ending31 December 2024 will be announced in February 2025.
Interim Management statements will be issued in May and November 2024.
Expected dividend payments
Final: 17 May 2024
Interim: September 2024
Share prices and capital gains tax
The closing price of the Company’s ordinary shares on the London Stock Exchange on 31 December 2023 was 1,684.0p
(2022: 1,228.0p). The market value of the Company’s ordinary shares on 31 March 1982, as calculated for capital gains tax purposes,
was53.5p per share.
The Company’s SEAQ number is 51443.
Enquiries about shareholdings
For enquiries concerning shareholders’ personal holdings, please contact the Company’s Registrar: Equiniti (contact details appear below).
Please remember to tell Equiniti if you move house, change bank details or if there is any other change to your account information.
Managing your shares online
Shareholders can manage their holdings online by registering with Shareview, the internet-based platform provided by Equiniti.
Registration is a straightforward process and allows shareholders to:
– help us to reduce print, paper and postage costs and the associated environmental impact of these;
– cast your AGM vote electronically;
– receive an email alert when important shareholder documents are available online such as Annual Reports and Notices of
GeneralMeetings;
– access details of your individual shareholding quickly and securely;
– set up a dividend mandate online; and
– change your registered postal address or your dividend mandate details.
To find out more information about the services offered by Shareview and to register, please visit:
www.shareview.co.uk.
Corporate website
The IMI plc website provides a wealth of useful information for shareholders and should be your first port of call for general queries
relating to the Company and your shares. As well as providing share price data and financial history, the site also provides background
information about the Company.
Shareholders are also encouraged to sign up to receive news alerts by email in the Investors section of the website. These include all of
the financial news releases from throughout the year that are not sent to shareholders by post. You can access the corporate website at:
www.imiplc.com.
Annual General Meeting 2024
This year’s AGM will be held on 9 May 2024. For further information, please refer to the Notice of Meeting, which is on the corporate website.
Individual Savings Account (ISA)
IMI‘s ordinary shares can be held in an ISA. For information about the ISA operated by our Registrar, Equiniti, please call the Equiniti ISA
helpline on 0345 300 0430. Lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
271
Strategic Report Corporate Governance
Financial Statements

Share dealing service
Managed by Equiniti, the Company’s registrar, the IMI plc share dealing service provides shareholders with a simple way of buying and
sellingIMI ordinary shares. Telephone: 0345 603 7037. Full written details can be obtained from Equiniti (contact details appear below).
Share fraud
Share fraud includes scams where investors are called out of the blue and offered shares that often turn out to be worthless or
non-existent, or an inflated price for shares they own. These calls come from fraudsters operating in ‘boiler rooms’ that are mostly
based abroad. Further information on how to spot share fraud or report a scam can be found on our corporate website.
American Depository Receipts
IMI plc terminated its sponsored American Depository Receipt programme on 18 January 2023. If you have questions about the
termination, please contact Citibank, N.A. at 1-877-248-4237.
Headquarters and registered office
Lakeside
Solihull Parkway
Birmingham Business Park
Birmingham
B37 7XZ
Telephone: +44 121 717 3700
IMI plc is registered in England No.714275
Registrars
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex
BN99 6DA
Website: www.shareview.co.uk
Telephone: 0371 384 2040
Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).
Email:
customer@equiniti.com
bereavementsupport@equiniti.com
Stockbrokers
J.P. Morgan Cazenove
Bank of America
Auditor
Deloitte
Cautionary statement
This Annual Report may contain forward-looking statements that may or may not prove accurate. For example, statements regarding
expected revenue growth and operating margins, market trends and our product pipeline are forward-looking statements. It is believed
that the expectations reflected in these statements are reasonable but they may be affected by a number of risks and uncertainties that are
inherent in any forward-looking statement which could cause actual results to differ materially from those currently anticipated. Any
forward-looking statement is made in good faith and based on information available to IMI plc as of the date of the preparation of this
Annual Report. All written or oral forward-looking statements attributable to IMI plc are qualified by this caution. IMI plc does not undertake
any obligation to update or revise any forward-looking statement to reflect any change in circumstances or in IMI plc’s expectations.
Shareholder and general information continued
IMI plc Annual Report 2023
272

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IMI plc
Lakeside
Solihull Parkway
Birmingham Business Park
Birmingham B37 7XZ
United Kingdom
www.imiplc.com