A global leader

in fluid and

motion control

Annual Report 2024

Always care Be curious Create impact

In this report

Strategic Report

Highlights of the year 01

Investment case 02

Our business at a glance 04

Our business model and strategy 05

Our global reach 07

Chair’s letter 08

Chief Executive Officer’s review 10

Key Performance Indicators 14

Sector reviews 16

Financial review 28

Our stakeholders 34

Section 172 statement 38

Sustainability 40

Task Force on Climate-related Financial

Disclosures assessment 58

Non-financial and sustainability

informationstatement 64

Risk management 65

Viability statement 72

Going concern 73

Corporate Governance

Governance at a glance 74

Chair’s Governance letter 76

Board of Directors 78

Executive Committee 82

Corporate Governance Report 84

Nomination Committee Report 92

Audit Committee Report 97

Sustainability Committee Report 101

Remuneration Committee Report 102

Annual Directors’ Remuneration Report 104

Directors’ Report 125

Statement of directors’ responsibilities inrespect

ofthe Annual Report and thefinancialstatements 129

Financial Statements

Independent Auditor’s Report to the

members of IMI plc 130

Primary statements 138

Notes to the consolidated financial statements 143

Additional Information

Appendix to the climate-related financial disclosures 203

Subsidiary undertakings 211

Five-year summary 217

Shareholder and general information 219

Our purpose

Breakthrough

engineering for

a better world

Who we are

A global leader in fluid and motion

control. 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.

Our values

Highlights of the year

Financial performance Financial framework

Revenue

£2,210m

1% (2023: £2,196m)

Adjusted operating margin

19.7%

100bps (2023: 18.7%)

Statutory operating margin

16.1%

160bps (2023: 14.5%)

Adjusted profit before tax

£419m

8% (2023: £387m)

Statutory profit before tax

£330m

9% (2023: £302m)

Adjusted basic earnings per share

122.5p

5% (2023: 116.8p)

Statutory basic earnings per share

96.0p

5% (2023: 91.5p)

Organic revenue growth

Adjusted operating margin

20%+

Cash conversion

90%

Return on invested capital

>12%

Growth themes

Automation

– Reshoring

– Labour shortages

– Digitalisation

– Process safety

&efficiency

IMI opportunity

– Process

Automation

– Industrial

Automation

– Transport

Energy efficient

– Net zero targets

– Higher

commodity prices

– Regulation

IMI opportunity

– Climate Control

– Process

Automation

– Transport

Healthcare

demand

– Scientific

advances

– Ageing

population

– Over 65s to

double by 2050

IMI opportunity

– Life Science &

Fluid Control

– Climate Control

– Process

Automation

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Better

World

strategy

launched

122.5

116.8

105.5

92.0

79.7

73.2

+11%

CAGR

2024

2023

2022202120202019

Investment case

A global leader in fluid and motion control

Compounding adjusted basic EPS growth through investments in organic growth,

M&A and share buybacks

Innovative solutions

create customer value

Our market-led approach to

innovation is unique: we solve

acute industry challenges using

our engineering expertise to

enhance customers’ safety,

productivity, andefficiency.

Significant aftermarket

exposure

We generate approximately

45%ofsales from the

aftermarket, providing high-

margin recurringrevenue

andunderpinning

long-termgrowth.

Highly cash generative

with a disciplined approach

tocapital allocation

Our financial framework

delivers double digit EPS

growththrough investments

inorganic growth, targeted

bolt-on acquisitions

andsharebuybacks.

Leading positions in

fluid and motion control

growth markets

Our business is aligned to

automation, energy efficiency

and life sciences, and we hold

leading positions in fluid and

motion control markets

exposed to these structural

growth drivers.

Strong pricing power

While our products and

solutions are only a relatively

small part of our customers’

total system costs, they

playacritical role in

theirperformance.

Compounding

EPS at an 11% CAGR

between 2019-2024

11%

IMI plc Annual Report 2024

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Attractive growth markets

Transport

Medium-term

growth target

3%-5%

Process

Automation

Medium-term

growth target

Industrial

Automation

Medium-term

growth target

Climate

Control

Medium-term

growth target

5%+

Life Science&

FluidControl

Medium-term

growth target

5%-10%

One IMI operating model Deep engineering expertise Growth markets

IMI plc Annual Report 2024 Strategic Report

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Our business at a glance

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.

Innovating for value and growth

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.

Our enablers

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 service

to customers.

Sustainability

We focus on supporting

thesustainability goals of our

customers, as well as ensuring

we improve our sustainability

and energy efficiency.

Our strategic pillars

Commercial excellence

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.

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IMI plc Annual Report 2024

Unlocking value at every stage

How we create value Our business model For our stakeholders

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.

>35,000

Customers

Supporting over 35,000 customers with their most

acute problems.

79%

Employees

Employee engagement remains high (2023: 77%).

11% CAGR

Shareholders

We delivered 11% compound annual growth in

adjusted basic earnings per share over a five-year

period (2023: 12% over 4-years).

c.7,000

Suppliers

Around 7,000 suppliers with partnerships that

demonstrate long-term trust built over time.

29%

Community and environment

29% reduction in carbon intensity since 2019,

andwe supported our customers in reducing

theirenvironmental impact.

Government and regulators

We engage with governments and regulators

onrelevant industry issues.

Read more about

Sustainability on page 40

IMI plc Annual Report 2024

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Chair’s letter

Delivering value

through breakthrough

engineering

It is a great honour to be succeeding Lord Smith of

Kelvin as Chair. IMI has a rich heritage and clear strategy

that has delivered a significant transformation under

Roy’s leadership. I am looking forward to working with

the Board and the wider team to continue creating

value for all ourstakeholders.

Jamie Pike

Chair

I would first like to express my thanks to

theBoard, Executive Committee and all our

colleagues for their welcome. I would also like

to personally thank my predecessor, Lord Smith

of Kelvin, for his fantastic support and the time

invested ensuring a smooth transition. He has

overseen a period of significant progress at IMI

and I wish him much success in the future.

First impressions

I joined IMI as Chair on 1 January 2025 and

havespent the last three months learning as

much as I can about the Group. I have enjoyed

accompanying management to visit the Process

Automation sites of IMI Truflo Marine and

IMIRemosa.

It is clear to me that our growth strategy is

delivering results. The continued focus on

commercial excellence, market-led innovation

andcomplexity reduction has driven a significant

improvement in our performance and I have full

confidence that IMI is well placed to continue

creating significant value.

I’m also pleased to see a focus on health and

safety, which is evident in the reduced accident

rate in the year.

I have enjoyed meeting many colleagues since

my appointment as Chair. IMI has a unique,

customer centric culture and I have no doubt

that this has played a significant role in the

transformation of the Group over the last

decade. I have been impressed by the

enthusiasm, commitment and expertise

acrossIMI and how we really live up to our

threecore values – Always care, Be curious

andCreate impact.

Board changes

In July 2024, Daniel Shook informed the Board

ofhis decision to step down as Chief Financial

Officer and Executive Director for family

reasons. Daniel has played a significant role in

the transformation of IMI over the last ten years

and on behalf of the Board, I would like to thank

him for his service to the Group. Daniel will be

succeeded by Luke Grant, who will be appointed

as Chief Financial Officer and Executive Director

with effect from 1 August 2025. More information

about Luke can be found on page 49.

I would also like to thank Isobel Sharp

andCaroline Dowling for their considerable

contributions to IMI. Isobel stepped down as

anon-executive director and Chair of the Audit

Committee on 31 August 2024. Caroline will

step down as non-executive director and Chair

of the Remuneration Committee at the AGM

inMay 2025. Jackie Callaway has succeeded

Isobelas Chair of the Audit Committee. The

search for a new Chair of the Remuneration

Committee is underway and will be announced

once a successor has been selected.

During the year we also welcomed Anne

Thorburn and Victoria Hull to the Board as

non-executive directors. Anne has since been

appointed Senior Independent Director, following

Thomas Thune Andersen’s appointment as Chair

of the Sustainability Committee.

Further details on changes to committee

membership and on our new Sustainability

Committee can be found on pages 92 to 93

and 101.

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IMI plc Annual Report 2024

Creating value – for all

We consider the interests of all our stakeholders

in our decision-making. Throughout this report,

you will read about how we address these

different groups, whether they be employees,

customers, our wider communities or our

shareholders. For more information about our

stakeholders and our Section 172(1) statement,

please go to pages 34 and 38 respectively.

Dividend

The Board is recommending a 2024 final

dividend of 21.1p per share (2023: 19.2p).

Payment will be made on 16 May 2025 to

shareholders on the register at the close of

business on 4 April 2025.

Strategic progress

Roy Twite was appointed Chief Executive Officer

inMarch 2019 and launched the Better World

strategy later that year. This strategy brought the

Group even closer to customers, accelerated

innovation and reduced significant complexity

throughout the organisation. As part of this

strategy, in July 2023, the business was organised

into five market-focused sectors, aligning IMI

tolong-term macro trends that will support

sustainable, profitable growth in years to come.

Evidence of the significant value we have

created is clear. Despite some challenging

markets, adjusted basic earnings per share

arenow 67% higher than 2019 and we have

returned over £600m to shareholders through

dividends and share buybacks. This progress

hasbeen recognised by the markets with IMI

returning to the FTSE 100 in2023.

I am extremely honoured to be leading the

Board and all of the team at IMI on the next

stage of our strategy.

Jamie Pike

Chair

Thank you

It has been an honour and a privilege

to have been Chair of your company for

the past ten years. The Group has been

through a significant transformation

duringthis period and I am incredibly

proudof the value we have created 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.

Lord Smith of Kelvin

IMI plc Annual Report 2024

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Chief Executive Officer’s review

Delivering on

ourstrategy

We had another strong year in 2024,

having grown profit and margins for the fifth

consecutive year. Our growth strategy is

delivering great results and we are building

on our track record of compounding

profitable growth.

Roy Twite

Chief Executive Officer

IMI has been through a period of significant

transformation since the launch of our growth

strategy in 2019. Adjusted EPS has now grown

atan 11% CAGR during this period and we have

rejoined the FTSE 100 index, supported by the

delivery of our financial framework.

IMI has delivered average organic revenue growth

of 4.7% over the last three years. We hold leading

positions in attractive long-term growth markets

influid and motion control and have aligned our

business to enduring megatrends – automation,

energy efficiency and healthcare demand. We are

delivering world-class customer satisfaction and

driving market-led innovation through our Growth

Hub culture and process. We are very pleased to

report that our teams delivered a record £149m of

Growth Hub orders in 2024 (2023: £89m).

Aftermarket content now represents around 45%

of sales, up from around 35% in 2014. This has

been a strategic objective for our business and

provides a more resilient and higher margin

revenue stream to underpin future growth.

Our adjusted operating margin increased to 19.7%

in 2024 (2023: 18.7%) and is now 550bps higher

than 2019. This significant improvement reflects

the completion of our multi-year complexity

reduction programme, a strategic focus on the

aftermarket and our strong pricing power. As we

continue to deliver our strategy, we see a pathway

to further margin improvements. Supported by

further growth in our markets and continued

execution of the One IMI operating model, we

areraising our adjusted operating margin target

to20%+.

Cash conversion remains high at 92% (2023: 89%)

and we are committed to deploying this cash to

enhance shareholder returns. IMI remains highly

cash generative and expects to deliver free cash

flow in excess of £1 billion over the next three years.

The Group has been strengthened by six

complementary, value-enhancing bolt-on

acquisitions since 2019, with our fully burdened

return on invested capital increasing to 13.4% –

significantly higher than our 12% underpin and

our9% weighted average cost of capital.

Ensuring everyone who works or visits our sites

is safe remains one of our top priorities. Health

and safety incidents reduced by 26% in the year,

and the Total Recordable Incident Frequency

Rate was 0.38 (2023: 0.44). While this is good

progress, we are committed to our ambition

ofan accident-free workplace.

We have an exceptional culture of market-led

innovation with our colleagues focused on

delivering solutions that directly drive growth.

We generate ideas from all across IMI, with real

enthusiasm and engagement everywhere in the

Group. This momentum has continued in 2024,

as our colleagues help our customers to

become safer, more sustainable and more

productive. 2024’s success is testament to their

dedication and expertise and I would like to

thank them all for their contribution.

Business structure

As a global leader in fluid and motion control

solutions we execute a One IMI operating model.

Our market sector focus brings us even closer to

customers and helps us grow more quickly. We

share best practices faster, such as commercial

and operational excellence as well as Growth

Hub, our unique approach to innovation.

We have evolved our structure in 2024 through

theappointment of Jackie Hu as Chief Operating

Officer. Jackie previously led the Automation

platform and now has operational responsibility

for all five sectors. Jackie has made great progress

working at pace to continue executing our strategy

and accelerate growth.

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IMI plc Annual Report 2024

Capital deployed (£m)

500

400

300

200

100

600

2020 2024202320222021

Performance highlights

I want to thank our people for another strong

financial performance in 2024. Our Process

Automation sector had an outstanding year,

withcontinued momentum across energy end

markets and great progress delivering growth

inthe aftermarket. Order intake was strong,

including a record £33m multi-year order within

our Marine business. Inaddition to the large

Marine order we have seen particular strength

indownstream oil and gas andhydrogen.

Industrial Automation markets were mixed,

butwe delivered a resilient performance

through our focus on attractive niches and

commercial excellence.

Climate Control delivered a good performance,

reflecting continued demand for our energy

saving products and solutions.

Life Science & Fluid Control was impacted by the

continued softness across the global life sciences

device market. We remain excited about the

long-term opportunities for growth in this sector,

with the team continuing to deliver innovation

forour customers’ next generation of products.

Transport performed resiliently, despite a

challenging comparator in the second half.

Wecontinue to work alongside our customers

to develop sub-systems for the next generation

ofheavy-duty trucks.

One IMI operating model

IMI operates under a One IMI operating model

targeted at delivering our financial framework.

We achieve this through disciplined execution,

applying our best practices in commercial

excellence, market-led innovation and

complexity reduction across IMI.

Commercial excellence

Commercial excellence remains at the heart

ofour strategy for growth as we apply our

applications engineering expertise in fluid and

motion control to help our customers optimise

their systems. We create significant value for

ourcustomers by helping them to become safer,

more productive and more energy efficient.

Over the last five years we have made

significantinvestments in our people,

processesand operations to support the

delivery of our financial framework. We have

made great progress equipping our people with

digital tools and standardising the use of CRM

across our business to accelerate growth. The

use of these digital tools has played a key role

inour success in the aftermarket. We launched

new learning and development programmes

during 2024 to ensure our people are well

equipped to create value for our customers.

Market-led innovation

We continue to create value by accelerating

market-led innovation through our unique Growth

Hub culture and processes. Growth Hub is IMI’s

innovation engine, encouraging an entrepreneurial

approach to solve industry-wide customer

problems. We play to our strengths in attractive

growth markets, leveraging our strong customer

relationships to gain a deep understanding of their

unmet and emerging needs. Our sprint teams

move at pace using a ‘test and learn’ approach,

working with customers to validate issues and

understand broader market demand. Through this

process we are able to minimise up-front capital

commitments before rapidly bringing validated

solutions to market, once customer endorsement

has been secured.

2020 2021 2022 2023 2024

Net debt/Adjusted EBITDA: 0.8x 1.5x 1.8x 1.3x 1.0x

Return on Invested

Capital (post-tax):

12.3% 13.2% 12.7% 13.1% 13.4%

Capital allocation priorities

Organic growth investment

R&D, Growth Hub, Capex

M&A

Targeted bolt-on acquisitions

Returns to shareholders

Dividends and share buybacks

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IMI plc Annual Report 2024

Growth Hub has been an integral part of IMI’s

transformation since 2019 and we are pleased to

report that our teams generated £149m of new

orders in 2024 (2023: £89m). A great example

ofinnovation in action is our IMI VIVO hydrogen

electrolyser system, which is being used by our

customers to produce hydrogen for a wide range

of applications. We delivered £53m of IMI VIVO

orders in 2024 (2023: £9m) and our pipeline of

opportunities remains strong.

Complexity reduction

We are pleased to report that the multi-year

restructuring programme launched in 2019 is

nowcomplete. The programme has played a

significant role in improving our competitive

position, improving product quality, customer

satisfaction and operational efficiency whilst

supporting the 550bps expansion in adjusted

operating margin since 2019. We expect that a

final £10m in benefits from the programme will be

realised in 2025. We will continue to identify and

execute efficiencies to drive improvements, with

any future restructuring charges for our current

business taken into underlying operating profit.

Strategic enablers

Talent and engagement

Our continued focus on developing our people

to ensure we have high-quality teams at every

level of our organisation is seeing benefits.

Wewere delighted that employee engagement

increased by two percentage points in our 2024

employee survey, in which 79% of colleagues

reported they see IMI as a great place to work.

Digital

Digital capabilities and development are a core

part of our growth strategy and we continue

toactively develop connected products and

digital tools to improve our value and service

tocustomers.

In October, we were delighted to announce the

acquisition of TWTG, a leading Industrial Internet

of Things specialist based in the Netherlands.

TWTG’s market-leading sensing technology is

directly applicable to our customers and creates a

significant opportunity to accelerate aftermarket

growth, particularly within Process Automation.

During the year we deployed a secure, private

generative Artificial Intelligence tool for internal

use across IMI, enhancing productivity and

innovation. Artificial Intelligence is transforming

the way businesses understand and respond

tocustomer feedback, playing a key role in our

digital transformation. By leveraging Artificial

Intelligence tools, it is now possible to analyse

vast amounts of data efficiently, providing a

deeper understanding of customer sentiment

and key issues.

Artificial Intelligence is supporting our digital

strategy by enabling smarter, faster decisions.

Deploying it at speed across our business will

enable us to prioritise improvements, drive

customer satisfaction and reinforce our

competitive edge. This will remain a key

priorityin 2025.

Sustainability

We see good opportunities to support customers

in developing solutions for a zero-carbon future.

We saw strong growth in our solutions for the

hydrogen value chain during 2024. Our solutions

– including electrolysis, liquid storage, refuelling

and heavy-duty trucks – have scaled rapidly from

£7m in 2022 to £66m in 2024.

Disciplined approach to capital

allocation

IMI is a highly cash generative business with

aclear and disciplined approach to capital

allocation, prioritising investments that

accelerate organic growth.

We also pursue bolt-on acquisitions that

enhance our position in attractive, long-term

growth markets, that will deliver returns in line

with our strict financial criteria. Since 2019, we

have deployed over £400m in acquisitions and

our return on invested capital has increased by

Chief Executive Officer’s review continued

200bps. Looking to the future, we have a

strongpipeline of M&A opportunities and will

seek attractive bolt-on acquisitions to accelerate

growth and expand our capabilities, particularly

in the US and Europe.

We remain committed to maintaining an

efficient balance sheet and will look to return

capital to shareholders should leverage fall

sustainably below our 1.0x–2.0x target range.

The announcement of a further share buyback

reflects this commitment.

By deploying our growing free cash flow

intoorganic growth opportunities, attractive

acquisitions and share buybacks, we are

confident we can continue our track record

ofcompounding EPS growth.

Board changes

We announced a number of leadership

changesin 2024. Daniel Shook, our Group CFO,

will step down from the Board in August 2025

forfamily reasons. Daniel has made an incredible

contribution to IMI over the last decade, and we

will miss him greatly. Daniel will be succeeded as

Group CFO on 1 August 2025 by Luke Grant, Vice

President of Finance for Industrial Automation.

Luke’s knowledge of the business, financial

expertise and commitment to our culture

willprovide important continuity and ongoing

excellence. His appointment is a reflection

ofhow we identify, develop and promote

talentatIMI.

Lord Smith of Kelvin stepped down as Chair

on31 December 2024 after nearly ten years

atIMI. Robert has been an exceptional leader

and played a significant role in the company’s

transformation in the last decade. I wish him

much success in the future. He has been

succeeded as Chair by Jamie Pike, someone

with a long track record of success with

world-class industrial companies, and I am

looking forward to working alongside him to

continue creating value for all our stakeholders.

IMI plc Annual Report 2024

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Update on cyber incident

Further to the announcement on 6 February

2025, we can confirm that IMI has returned

tonormal operations. We reacted swiftly to

contain the threat, working alongside external

cyber security experts to protect our data and

infrastructure, and further enhance our security.

The full year adjusted basic EPS guidance range

reflects our view that the impact of the cyber

incident to our underlying business was largely

limited to temporary operational disruption.

Weexpect to recognise an adjusting item of

between £20m and £25m in 2025 for matters

including IT systems recovery, risk management,

upgraded IT infrastructure and advisory costs.

A confident outlook for the future

Based on current market conditions, we

anticipate another year of strong financial and

strategic progress in 2025. We expect full year

adjusted basic EPS to be between 129p and 136p.

We expect to deliver continued margin

progression in 2025, supported by further

growthand the final benefits from the

complexityreduction programme. We will

continue to identify and execute efficiencies

todrive improvements, with any future

restructuring charges for our current business

taken into underlying operating profit.

This guidance reflects strong organic growth in

our Automation platform from the record order

book in Process Automation and continued

resilience in Industrial Automation. The Life

Technology platform is expected to be broadly

flat organically in the full year, although down in

the first half. This reflects continued demand for

our energy efficient products in Climate Control,

no expected recovery in Life Science & Fluid

Control and a strong first half comparator

inTransport.

Conclusion

2024 has been another excellent year for IMI.

Fiveyears into our growth strategy, I’m as excited

about what the future holds as when I first became

CEO. With a significantly strengthened business,

and the financial headroom to continue to invest

for our future, I am confident in our ability to

create sustainable, profitable growth and to

deliverlong-term value for our stakeholders.

Financial framework

Organic revenue growth

Adjusted operating margins

20%+

Cash conversion

90%

Return on invested capital

>12%

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Key Performance Indicators

Strong performance

across the business

Financial

Organic revenue growth

(%)

Target: >5% growth

4 6

2022

2023

2024

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 2024 that means

adjusting for the impact of the TWTG acquisition

(October 2024), IMF disposal (April 2024) and

theAero-Dynamiek disposal (October 2023).

Performance

Organic revenue growth was 4% in 2024

reflecting the continued delivery of our

unifyinggrowth strategy.

Adjusted profit beforetax

(£m)

Target: >5% growth

346.1 387.4

418.8

2022

2023

2024

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 8%

in2024, above our 5% target. This strong

performance reflects the commercial and

operational focus during the year.

Remuneration

Read more on pages 102 to 124

Cash conversion

(%)

Target: >90%

80 89

2022

2023

2024

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 was 92% in 2024, reflecting our

strong profit performance and continued focus

on working capital management.

Return on invested capital

(%)

Target: >12%

12.7 13.1

13.4

2022

2023

2024

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 32

Performance

The Group’s return on invested capital increased

to 13.4% reflecting the increased profitability of

the business compared to the prior year.

Remuneration

Read more on pages 102 to 124

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.

Our KPIs have been designed to drive the

Grouptowards meeting our strategic objectives

outlined in our business model (see pages 4 to 7

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.

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Non-financial

Total Recordable Incident

Frequency Rate (per 200,000 hours)

Target: 0.00

0.35 0.44

0.38

2022

2023

2024

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 2024 our TRIFR rate was 0.38 with no

fatalities, which keeps IMI firmly in the top

quartile of the industry and was a reduction

against 2023. We remain committed to supporting

our newly acquired sites in adopting IMI’s rigorous

safety standards, which will contribute to further

reductions in these figures in the future.

Employee engagement

(%)

Target: >80%

80 77

2022

2023

2024

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 79% in 2024,

wecontinue to maintain a high percentage of

employees that see IMI as a great place to work.

Wewere pleased to see that engagement was

slightly higher than in 2023 and we continue to

outperform external benchmarks.

intensity

(gross tCO

e per 1,000 hours worked)

Target: <2.00

2.09 1.98 1.93

2022

2023

2024

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

intensity by 2030 (based on 2019

Scope 1 & 2 emissions).

Definition

We measure our progress in this area by tracking

our total CO

intensity. This is calculated by looking

at the ratio of total Scope 1 & 2 emissions (tonnes

e) per 1,000 hours worked.

See page 55 for details ofthe calculation

Performance

In 2024 our CO

intensity reduced to 1.93,

reflecting the Group’s continued focus on

identifying and delivering on projects to

reduceour carbon emissions.

Remuneration

Read more on pages 102 to 124

Adjusted basic earnings pershare

(pence)

Target: >5% growth

105.5 116.8

122.5

2022

2023

2024

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 5%

inthe year to 122.5p, in line with our 5%

growthtarget.

Remuneration

Read more on pages 102 to 124

Return on invested capital, adjusted earnings

per share and CO

intensity are performance

targets for the 2023, 2024 and 2025 IIP.

Adjusted profit before tax is a performance

target for the annual incentive scheme.

Read more on page 107

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Can you tell us about your career

journey within IMI and what has

ledyou to this new role?

Over my 16 years at IMI, I have gained in-depth

knowledge of our business and a strong

understanding of how we overcome challenges

to solve customer problems and drive growth.

My journey began as Sales Director for what

wasthen the Critical Engineering division

(nowProcess Automation) in Asia Pacific,

whereI focused on meeting customer needs.

Iwas subsequently promoted to Managing

Director for China and then Asia Pacific, taking

on strategic P&L responsibilities to ensure we

delivered on both customer expectations and

IMI’s growth targets. In 2019, I was further

promoted to Divisional Managing Director for

Critical Engineering, a role that provided me

with a global perspective and deepened my

understanding of our international operations.

Prior to becoming COO, I led the Automation

platform, broadening my knowledge of the

business and reinforcing my commitment to

enhancing customer satisfaction.

What excites you most about taking

onthe role of COO at this point in

IMI’sjourney?

This is a significant time for IMI as we further

build on our One IMI operating model to

accelerate growth. We have introduced our new

brand to enhance our presence in the markets

where we operate, and our new values aim to

support our operational teams in executing

ourgrowth strategy.

I am excited to work with a skilled and

talentedteam, and encourage the next

generation of engineers.

What are your key priorities as

youstepinto the COO position?

My main focus is to share best practices,

emphasising market-led approaches and clear

priorities that can be executed. This means

prioritising delivery while ensuring we have the

most efficient and effective talent, processes,

andsystems in place, building strong foundations

to drive sustainable growth.

Focusing on excellence in operational delivery

to ensure we provide value to shareholders,

customers, and colleagues, is key to delivering

year-on-year growth.

What can IMI’s customers and

stakeholders expect under your

leadership as COO?

I am a dedicated team player who values

listening and learning. I travel extensively

tomeet and understand customers’ and

colleagues’ challenges and opportunities so

wecan work together to find the best solution.

As CEO of our Automation platform and Process

Automation sector, I gained valuable experience,

knowledge and understanding of our markets,

customers and products and services to apply

and drive growth as the COO.

Through key focus areas including commercial

goals, driving execution, and embracing digital

innovation, I will help IMI become an even more

customer-oriented, market-led organisation to

accelerate growth potential in all five sectors.

Introducing our

Chief Operating

Officer

Jackie Hu

Chief Operating Officer

Sector reviews

In July 2024, Jackie Hu was appointed

ChiefOperating Officer (‘COO’), responsible

for our five sectors.

IMI plc Annual Report 2024

Strategic Report

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At IMI, innovation isn’t a one-off initiative —

it’sembedded in everything we do. It’s how we

tackle complex challenges, push the boundaries

of what’s possible, and deliver real impact for

our customers. It’s not about chasing ideas for

the sake of it; it’s about solving real problems

with precision, speed, and purpose.

– Customer-centric innovation is where

itallbegins. The best ideas come from

understanding our customers’ toughest

challenges and working alongside them

todevelop solutions that make a tangible

difference. That’s why we created the

GrowthHub — a space where engineers

andcustomers collaborate to turn challenges

into breakthroughs. Whether it’s improving

efficiency, reducing waste, or enhancing

reliability, innovation at IMI is always about

creating measurable impact.

– Engineering excellence is at the heart of

thisapproach. Our teams don’t just develop

new solutions — they refine, test, and perfect

them to ensure they deliver the optimum

levelof performance. This mindset has

ledtoinnovations like Retrofit3D, which is

revolutionising industrial efficiency with

custom 3D-printed components, and

EroSolve, which dramatically improves

reliability in power plants. These aren’t just

clever ideas; they’re solutions that work in

thereal world, driving performance and

sustainability for our customers.

– Market-led innovation drives IMI’s sustainable

growth. Innovation here isn’t about one-off

successes — it’s about developing solutions

that can be applied across industries, creating

lasting value. By bringing together expertise

from across our business, we’re constantly

finding new ways to refine systems, improve

performance, and open new possibilities. And

we do it quickly, ensuring our customers get

the right solutions when they need them most.

What ties it all together is the One IMI operating

model — a shared approach that ensures we

apply the same rigorous standards, engineering

expertise, and customer focus across all sectors.

Whether we’re improving automation in agriculture

or enhancing energy efficiency indata centres, this

consistent way of working drives impact at scale,

making IMI stronger as awhole.

At IMI, innovation isn’t left to chance. It’s driven

by curiosity, collaboration, and a relentless focus

on making things better — every single day.

Cultivating a culture

of innovation

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Sector reviews continued

Process

Automation

Our sector

– Approximately 400 engineers and 200

fieldsupport technicians, with the industry

knowledge and market insight to solve our

customers’ toughest challenges

– 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

plant and processes worldwide

– Leading positions in supplying flow control

solutions in critical applications, including

combined cycle and nuclear power,

petrochemical processes, liquified natural

gas (‘LNG’) production, upstream oil and gas

facilities, marine, biopharma processing,

and other process industries

Our engineering expertise protects people

andassets in extreme temperature and pressure

environments. We help energy customers operate

more cleanly and efficiently, enhancing plant

performance and reducing greenhouse gas

emissions, and are exploring new decarbonisation

technologies to support the energy transition.

Market trends and our response

The energy ‘trilemma’ of sustainability, security

and affordability is driving investment in energy

infrastructure, including LNG, nuclear power,

and combined-cycle gas power segments.

While gas utilisation and reliance on fossil fuels

is expected to continue, renewable energy

technologies such as wind, solar, bioenergy and

hydrogen are scaling up rapidly. Energy security

and independence remain key themes given

ongoing conflicts and geopolitical tensions

around the world.

Renewables and alternative fuels are not

beingdeployed quickly enough to meet energy

demands. Therefore, customer reliance on

oiland gas remains. We help our customers

optimise their processes, enhance plant

performance and extract oil and gas safely.

While some renewable technologies are already

cost-effective, new technologies will require

theright regulatory environment and greater

demand certainty. New technologies, such

assmall modular nuclear reactors, are being

developed and are expected to move towards

deployment later this decade.

We are evolving our portfolio to support the

expected transition in energy markets and

increasing our focus on renewable energy.

Weare developing our businesses in hydrogen,

carbon capture, bioenergy and sustainable

fuelmarkets.

Digitalisation is radically changing how we

operate and is providing opportunities to

createvalue for our customers.

Customer experience is being strengthened

through new digital tools and better purchasing

access for customers using our digital platforms.

We have developed a new tailored pricing

strategy and a chatbot to interact with customers

on specific solutions, processes and product

recommendations. In addition, our ‘Configure,

Price, Quote’ (‘CPQ’) software tool enhances and

accelerates the quotation process. Integrating

CPQ with our Customer Relationship Management

(‘CRM’) systems allows our sales teams to

streamline the process of configuring products,

price them accurately, and expedite quote

proposals quickly.

We have strengthened our resources by

appointing a Director of Data Analytics and

arefocusing on identifying gaps in customer

coverage and areas where we can serve

customers better. By analysing higher-quality

data and investing in diagnostic tools and AI,

wecan gain a deeper insight into our activities

and accelerate our growth. Through higher-

quality asset data, we can improve how we

support our customers with coverage and

upgrade solutions. We are supporting customers

with asset monitoring solutions to diagnose

problems before they occur as part of a journey

from preventative to predictive solutions. As part

ofthis, we are ensuring that our systems and

processes for protecting customer data adhere

to new and emerging cyber security regulations.

2024 highlights

– 11% organic growth in aftermarket orders

through customer partnerships and cutting-

edge Growth Hub solutions. This included

ourRetrofit3D, EroSolve and InSyt businesses,

which delivered combined orders of around

£72m in 2024

– Footprint optimisation and supply chain

initiatives have further improved operational

performance

– £53m of IMI VIVO orders for green hydrogen

electrolysers principally in mobility and

process plant applications (trains, buses and

shipping ports), up from £9m in 2023

– Record order book of £857m, up 13% on

2023, underpinning our confidence in further

growth in 2025

– Acquisition of TWTG which adds to our digital

asset monitoring capability and enhances

customer safety. TWTG’s market-leading

sensing technology is directly applicable

toour customers and creates a significant

opportunity to accelerate aftermarket growth

Priorities for 2025 and beyond

With our order book at record highs, our

keypriority for 2025 will be to deliver on our

commitments whilst leveraging our product

portfolio and applications expertise to create

and sell even more innovative flow control

products and solutions to our customers. In

hydrogen, we will continue to invest in our

capabilities and geographic coverage for

electrolyser projects, as we shift from early

pilotprojects for universities and other research

institutions to real-world mobilityand industrial

process applications.

We will continue to drive our use of technology,

investing in AI tools and digitalisation to support

our customers and drive aftermarket growth.

Integrating TWTG into our core activities will

bea key part of this.

InM&A, we will pursue value-enhancing

dealstoadd capability and support growth.

Instrumentation is a particular area of focus,

where we have a solid pipeline of opportunities.

We continue to look for opportunities to

diversify the portfolio by expanding further into

faster-growing end market applications, such

asbiopharma processing.

Revenue

£906m

2023: £807m

Organic growth

+15%

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

IMI plc Annual Report 2024

IMI Remosa – a decade

ofstrategic transformation

When IMI acquired Remosa in 2012, a Sardinian-

based provider of severe service valves for

downstream refinery and petrochemical

applications, the business was well established,

with revenue of £41m, of which around 45%

wasinto aftermarket services.

Since then, IMI has transformed the business,

leveraging its expertise in engineering, operational

excellence, and innovation. A strategic focus on

aftermarket growth has shifted the revenue mix to

over 75% aftermarket in 2024, driven by upgrades

to IMI’s installed base as well as the replacement

ofcompetitors’ systems with IMI’s more reliable,

high-performing solutions.

Innovation has been pivotal. IMI VIVO, our

greenhydrogen electrolyser business developed

through Growth Hub, is now included as part of

IMI Remosa’s core offering. IMI VIVO delivered

£53m of orders in 2024, helping expand the

business beyond its traditional markets and

intotransformative industries.

With a strong order book and ever enhancing

capabilities, IMI Remosa has unlocked new

opportunities and delivered significant profitable

growth under IMI’s ownership. The business has

evolved strategically, and with great customer

satisfaction and market-led innovation, IMI

Remosa is positioned to continue to deliver

robust growth into the future.

The IMI Remosa story exemplifies how IMI

delivers sustainable, profitable growth through

strategic M&A, operational improvements, and

breakthrough innovation. This success highlights

our ability to transform acquired businesses into

thriving contributors to IMI’s portfolio that

support our drive for growth.

Process Automation has had another excellent

year, with strong order intake and continued organic

growth. Consistent execution of our strategy is

delivering above-market performance.

Roby Buyung

President, Process Automation

IMI plc Annual Report 2024

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Sector reviews continued

As our customers’ engineering partner, we

leverage our expertise to create smarter, safer

and more sustainable factories, production

lines and operations. By embracing innovation

in automation, our high-performance valves

and actuators optimise processes for greater

productivity, supporting a wide range of

industries in becoming more efficient

andsustainable.

Market trends and our response

Global economic instability and geopolitical

tensions have led to uncertainty in investment

levels during 2024 despite strong long-term

trends underpinning demand. Labour scarcity,

improving technology to automate complex

tasks, and using sensors in factories to enhance

energy efficiency all underpin the positive

long-term trend for greater automation.

Our new business structure has created

astrongplatform for growth by enabling

greatermarket focus. This has ledto improved

customer engagement and satisfaction, whilst

enabling faster sharing of best practice across

the Group. Our Growth Hubinitiatives to solve

customer challenges areprogressing well, with

anumber of exciting projects across the sector

advanced during 2024, including an electric

actuation solution tosupply ergonomic bike

liftsfor a leading sporting goods chain, and

supporting compressed natural gas vehicle

OEMs to improve efficiency. We are seeing

growth inthismarket, particularly in developing

economies such as India.

We have also reduced operational complexity

tooptimise efficiency and productivity, and are

supporting our customers’ own manufacturing

efficiency goals by developing connected

products. Our customers are increasingly seeking

smart products that simplify factory management

and operations, including identifying preventative

maintenance opportunities or increasing

pneumatic circuit efficiency to manage air flow.

2024 highlights

– Improvement in Net Promoter Score (‘NPS’)

to66 points, achieved through customer

engagement to identify product requirements,

developing integrated solutions to address

customer challenges. Investing in a new

customer relationship management system

and digital tools to identify cross-selling

opportunities and streamline the online

customer purchasing process

– Complexity reduction through two major

factory consolidations in the US and Europe,

leading to supply chain efficiencies, better

customer response and shorter lead times.

Weare strengthening our competitive

advantage through our ability todeliver

critical customer products within 24hours

– Launch of regional Growth Hub sprint teams

to drive regional expansion of customer

projects: once validated by multiple

customers we will expand these globally

– New contract wins through our growing

presence in our rail vertical, including a £2m

contract to supply our unique adsorbent dryer

solutions to a rail customer

– Further traction of our new automation

product, Transforming Tooling – which

usesgrippers to move sheets of metal along

automotive factory production lines – with

asignificant order secured in 2024

Priorities for 2025 and beyond

Three main priorities will drive our strategy over

the next five years. First, our continued focus on

our customers. By focusing on our top 5,000

customers, which represent c.95% of our business,

we will continue to enhance their satisfaction.

Wewill refine our go-to-market and aftermarket

strategy, and continue to ensure we respond

actively to customer feedback to improve our

service and accelerate growth.

Second, we will continue to develop sector-

specific verticals in 2025 to expand our market

presence, both organically and through targeted

acquisitions. Our focus into rail and electric

motion is delivering solid growth year-on-year.

We will continue to capture new opportunities

insectors with growing demand for automation

solutions, such as the rapidly growing electric

vehicles market in China. We are engaged with

anumber of OEMs in their initial product

specification development and expect good

order growth in the coming years as new

models arelaunched.

Third, we will continue to utilise Growth Hub,

our internal innovation engine, to identify

anddevelop innovative products and digital

solutions that address specific customer needs

within Industrial Automation. As part of this, we

continue to invest significantly in building our

commercial team capabilities. Our sales teams

across all regions are trained in key account

management to accelerate business growth.

Industrial

Automation

Our sector

– A leader in pneumatic and electric actuation

– We offer a complete suite of pneumatic

and electric actuation systems, including

actuators, valves, air preparation

andaccessories

– Nearly 100 years’ experience working

withour customers to solve their

automation challenges

– Approximately 400 engineers support

ourcustomers with their most critical

automation concerns

Revenue

£508m

2023: £543m

Organic growth

-3%

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IMI plc Annual Report 2024

Expert support and

outstanding technology help

train operator reach its goals

A European train operator was looking for

apartner who could offer a combination of

precise, reliable technology; proven experience

in the rail industry; and expert technical support

– and decided to conduct trials using IMI

Norgren equipment.

The Adsorbent Media Tube(AMT) dryer

systemisa tried-and-tested, fit-and-forget

system – flexible, and designed tolast over ten

years. Offering a significant improvement on

conventional desiccant dryers where efficiency

and performance are reduced over time.

But we also added a feature designed

specifically for this train operator – a dew point

sensor that would monitor the performance of

the equipment, and alert the engineers if the

dewpoint fell below optimum levels.

Our team of expert engineers were dedicated

toensuring thetrain operator saw the best

results. Once theinitial dryers had been fitted,

the engineers monitored their performance

closely and listened to feedback from the

customer. After three years, the results were

impressive, so the train operator asked us to

install the dryers on the rest of its fleet.

We have continued working closely with the

train operator for almost a decade after the first

installation – building a partnership that showed

they had the support they needed to run its

trains with complete confidence.

Our continued focus on customer service and

technical support is unlocking a number of good

opportunities in Industrial Automation, and enabling

us to deliver a resilient performance, despite softer

markets in Europe and the Americas.

Jackie Hu

Interim President, Industrial Automation

IMI plc Annual Report 2024

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Sector reviews continued

Through our engineering expertise and

flowcontrol solutions for hydronic balancing,

pressurisation, water quality and thermostatic

control, we optimise heating and cooling

systemsfor commercial and residential buildings.

Collaborating with designers, architects and

installers, we deliver product solutions that enable

significant energy savings, helping our customers

reduce their CO

emissions whilst creating

comfortable living and working environments.

Market trends and our response

Our Climate Control sector is at the forefront

ofthe HVAC industry, working closely with

customers to develop solutions that address their

needs and drive positive environmental impact.

Our market is facing a combination of

industrydrivers and challenges. Demand for

ourproducts is being driven by increasing

regulation, geopolitical factors, and customer

focus on energy efficiency and cost. The revised

EU Energy Performance of Buildings Directive,

which came into force in 2024, supports the

digitalisation of energy systems for buildings

and, by 2029, controls will be mandatory in large

and small buildings. In Europe, energy supply

and security remains a focus given ongoing

geo-political tensions, with countries seeking to

implement energy efficiency schemes including

more thermostatic control, particularly in

Germany – our biggest market. In addition,

further regulation is under evaluation to make

hydronic balancing – the process of optimising

the distribution of water in a building’s hydronic

heating or cooling systems – mandatory in

multi-unit housing. This presents a significant

opportunity for our residential portfolio.

Climate

Control

Our sector

– We manufacture and sell over 20 million

products a year

– Each year our products are installed in

hundreds of thousands of properties

– Connected products make up around

25%of sales

We continue to build on our customer intimacy

and application expertise, creating intelligent

and cost-effective connected solutions. Our

connected products allow customers to control

their buildings and dynamically manage heating

and cooling systems through data-driven insight

and solutions. We continue to furtherdevelop

our portfolio to meet increasing customer

requirements, including TA-Smart, aconnected

control valve with measurement capabilities

providing best-in-class control performance,

energy savings and seamlessinstallation.

We have transformed our commercial model,

adding greater structure and centralised

capabilities in pricing, go-to-market and

portfolio management. This is enabling us to

execute our growth strategy consistently and

enhance our portfolio globally. We have had

good growth in a number of verticals in 2024,

including data centres, where Climate Control’s

solutions are critical to performance. We remain

well-positioned in hospitals, manufacturing,

hotel chains, and OEMs.

Global new construction was challenged in

2024, which we countered through revenues

from retrofit projects and increasing sales of

connected products.

2024 highlights

– Thousands of customers, installers and

building designers attended training sessions

hosted by our Hydronic College associates

– Revenues from our TA-Smart product grew

byover 50% in 2024. We continue to invest

inthe product, building capability in software

controls, and planning deployment in our

pressurisation and water quality offering,

building a more integrated system across

ourproducts and applications

– High level of customer satisfaction maintained

during 2024, with Net Promoter Score of 60

points (2023: 59 points), well above the

industry benchmark

Priorities for 2025 and beyond

Accelerating innovation, utilising Growth Hub,

is a priority for the sector and we have planned

several exciting new product launches for

2025. In commercial buildings, we’re launching

a compact control product for small spaces

that installs quickly and ensures precise system

balancing, along with a new dirt separator to

protect HVAC systems. For residential buildings,

we’re introducing an electronic radiator valve,

which we will scale rapidly across our European

markets, building on our strong relationships

with professional installers.

In 2025, we will continue to strengthen our

customer experience through new digital tools,

giving us greater visibility and data insights, as

well as easier purchasing access for customers.

Our new AI tool will allow customers to upload

project specifications and receive digital

recommendations on products in our portfolio.

We believe this will be transformational for

customers. We will also continue to pursue

attractive acquisitions in both the residential

andcommercial space.

Revenue

£389m

2023: £386m

Organic growth

+5%

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IMI plc Annual Report 2024

Empowering sustainable data

centres in challenging climates

As global data demands surge, data centres

havebecome the backbone of the digital

economy, safeguarding critical information

andpowering modern business operations.

However, their energy-intensive cooling systems

place significant strain on sustainability efforts,

especially in regions with warm climates.

Achieving 24/7 reliability and energy efficiency

in these environments requires innovative

solutions and deep expertise.

We partnered with data centre designers

andoperators to address these challenges.

InSingapore – a country where average

temperatures exceed 27°C year-round – we

contributed to a groundbreaking project to test

and implement an energy-efficient cooling

system tailored to tropical climates. The goal was

ambitious: achieving a minimum 25% reduction

in energy consumption and CO₂ emissions

compared to traditional air-cooled systems.

The project introduced 24 TA-Smart valves,

which formed the foundation of a cutting-

edgemonitoring and control network. These

advanced valves captured key metrics – flow

rates, supply and return temperatures, and

energy consumption – in real time, feeding

precise data into the Building Management

System. This continuous stream of insights

allowed operators to identify inefficiencies

andfine-tune cooling strategies with

remarkableaccuracy.

Before installation, baseline tests simulated

peakoperating conditions, such as surges in

data traffic and extreme ambient temperatures,

to pinpoint weaknesses in the existing system.

Once deployed, the TA-Smart valves provided

unparalleled control, validating optimised

strategies and enabling consistent

performanceimprovements.

The results were transformative. With our

expertise and advanced hydronic solutions, we

helped our customer achieve their operational

goals, reduce energy costs, and contribute to a

more sustainable future. This project not only

demonstrated the potential of advanced HVAC

technology in demanding climates but also

underscored the importance of innovative

partnerships in driving sustainability within

thedigital infrastructure sector.

The adoption of our innovative connected solutions

isaccelerating at pace, as our customers strive to achieve

more accurate controls, superior energy efficiency and

compliance tostricter regulations. Our intelligent valve –

TA-Smart – delivers both better control and supporting

data to validate improved performance.

Stefano D’Agostino

President, Climate Control

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We are at the forefront of Life Science

technology, working in close partnership

withour customers to create a better world.

We develop cutting-edge fluid control and

detection solutions which empower Life

Science OEMs to accelerate drug discovery and

therapeutic research, diagnose disease earlier,

and provide patient-focused critical care.

In Fluid Control, our precise, accurate and

robust solutions improve efficiency and

productivity, and also reduce waste and

downtime for OEMs across many industries.

Market trends and our response

Advancements in personalised medicine,

continued focus on improving preventative

diagnostics, and an increasingly ageing population

are some of the major underlying factors driving

the Life Science market. Through our relationship

with customers, we are attuned to how these

trends impact the way in which patients are being

diagnosed and treated. Theneed for extremely

high-quality research, diagnostic, and medical

instrumentation continues to grow, which

underpins long-term market growth.

In 2024, we faced another challenging year,

reflecting continued softness in the global Life

Science instrumentation market. De-stocking,

geopolitical uncertainty, and a slow-down in

China all contributed to reduced end-customer

demand and lower R&D spending at the OEM

level. Encouragingly, we are seeing Life Science

companies beginning to reinitiate R&D

programmes delayed in prior years.

Our structure allows us to be nimble and

flexible, supporting both large OEMs with

theirexisting technology platforms and smaller

players that are developing breakthrough

solutions. By understanding the requirements

ofour customers, we are developing innovations

to support next-generation platform developments.

Our fluidics and detection expertise reduces the

customer’s engineering burden of managing the

‘sample-to-answer’ workflow, allowing them

tofocus their efforts on critical diagnostic

science improvements.

Our customers also want local, trusted

expertswho can support their manufacturing

and design challenges. With our global

manufacturing and engineering footprint, we

deliver real value through our engineers and

scientists interfacing with our customers’

technology teams across the world.

2024 highlights

– Continued expansion of our Active Controls

range of products, working with OEMs to

develop new prototypes for use in next-

generation instruments

– Continued customer roll out of our Air Infinity

pipettor – our lightweight, self-contained

pipetting system with a wide dispense range;

through customer feedback we are developing

next-generation products focused on ease-of-

use and pipetting flexibility

– Successful market-led innovation to develop

and supply differentiated valves and control

solutions in aseptic and energy efficient PET

blowing systems

Priorities for 2025 and beyond

We have used the current market softness to

stabilise our business post the COVID-19 era,

andare preparing the organisation for long-

term, sustainable growth. Ourpriorities in

2025are to firstly continue collaborating with

customers and building ourproject pipeline.

Asour customers’ R&D programmes come

backonline, we are in anexcellent position

tocreate customer value utilising our Growth

Hub methodology.

Secondly, we continue to selectively invest

inour technology portfolio. Finally, we are

investing in our people. Engineers, scientists,

and application experts who continue to be a

critical differentiator forLife Science & Fluid

Control. We are continuing to develop our

teams to ensure we have the right skillsets

anddepth to solve our customers’ most

complexchallenges.

Sector reviews continued

Life Science &

Fluid Control

Our sector

– Our key applications include mass

spectrometry, in-vitro diagnostics,

andcritical care medical devices

– We supply many of the industry-leading

mass spectrometry OEMs and key

diagnostic and medical device

instrumentmanufacturers

– We serve our customers through our global

engineering resources and manufacturing

facilities in Europe, the USA and Asia

Revenue

£236m

2023: £276m

Organic growth

-10%

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IMI plc Annual Report 2024

Advancing cardiovascular

treatment through

innovativeengineering

In 2024, our engineering team played a

pivotalrole in advancing a groundbreaking

cardiovascular technology for treating

peripheral and coronary artery disease.

Cardiovascular conditions present unique

challenges, particularly when dealing with

complex anatomical variations and the need

forminimally invasive solutions.

Collaborating closely with our customer, we

designed and developed a new integrated

pneumatic control system. This innovation

streamlined the device’s footprint to align with

the ergonomic needs of operating physicians,

enabling precision and ease during procedures.

At the core of this system is a novel high-

pressure medical-grade CO₂ delivery

mechanism, which allowed the creation of a

smaller, more flexible device. These features

support the technological advancement of

addressing challenging cardiovascular anatomies.

The project reflects our commitment to

combining engineering excellence with

transformative medical technologies. As we

continue to refine and expand this solution, we

are paving the way for innovative therapies that

improve lives worldwide, reinforcing our role as

a trusted partner in Life Science innovation.

Our customers work with us because of our

deep ability to understand the problems they

face. The combination of our innovative and

collaborative nature, understanding of the science

and application expertise, and global engineering

and manufacturing footprint allows us to bring

tremendous value to our customers.

Kevin Curtin

President, Life Science

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Our fluid control products make engines more

fuel-efficient, improve chassis aerodynamics

and aid driver comfort. We develop solutions

that reduce emissions from commercial

vehicles, helping our customers to meet

increasingly stringent emission regulations.

Weare also developing solutions for zero-

emissions vehicles, including fuel cell and

battery thermal management.

Market trends and our response

Global commercial vehicle manufacturers

remain under increasing pressure from

regulatory measures, including China 6

standards, Euro 7 regulations, and Phase 3

greenhouse gas emissions rules in the USA, to

reduce emissions from their diesel and natural

gas vehicles. Concurrently, the global energy

shift compels truck OEMs to invest significantly

in innovative technology for zero-emissions

vehicles, which are anticipated to increase

involume from 2030. The Transport sector

performed strongly in the first half of the year.

As expected given the challenging comparator,

the second half of the year saw a decline in the

global truck market and we finished this year

with organic revenue 4% lower than 2023.

Development of zero-emission technologies

willcontinue, although different regions are

progressing at different rates. The mix of vehicle

technologies and fuel types includes zero-

emissions fuel cells and batteries, near-zero

hydrogen engines and cleaner diesel and

naturalgas technology.

With the emergence of numerous new

technologies in the sector, our opportunity is to

identify the right solutions to help our customers

accelerate their developments. We continue to

develop and invest in diesel and natural gas

products as well as zero-emissions innovations.

Our global team collaborates on product design,

while maintaining strong regional relationships

with truck OEMs to ensure we are meeting the

needs of all our global customers. During 2024,

we received excellent customer feedback on

new product prototypes within our fuel cell

andbattery thermal management range.

We continue to invest in both our existing

andnew talent with automotive experience.

During 2024, we recruited additional expertise

insoftware development and are implementing

new training programmes to ensure our

productdesign engineers fully understand the

interactions between software and physical

products. We are also investing in training to

increase our teams’ knowledge as we develop

products that are more sustainable by design.

2024 highlights

– Winning business with new customers in

China and India despite demand stabilisation

across the region. Our long-term pipeline

remains strong

– Significant improvement in performance from

our Mexico factory, following the relocation

in2023 of US manufacturing

– Expansion of additional lines in our China

manufacturing facility to accommodate new

business and the transfer of manufacturing

from Europe, leading to shorter supply chains

and an improved customer experience

Priorities for 2025 and beyond

The commercial vehicle market continues

toexperience ongoing change. This presents

opportunities for IMI, including the launch of

avery competitive new integrated valve system.

Following the consolidation of our business

activities into larger, more efficient facilities,

wewill continue to actively drive efficiencies

in2025.

Sector reviews continued

Transport

Our sector

– We supply the top ten global heavy-duty

truck OEMs

– We support truck OEMs in all global

regions, with engineering centres in

Europe, USA and Asia

– We manufacture in Europe, USA, and Asia,

enabling short supply chains to our customers

Revenue

£171m

2023: £184m

Organic growth

-4%

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IMI plc Annual Report 2024

Smart valve technology for

cleaner, efficient engines

Our customers in the Transport sector are faced

with significant pressure and targets to improve

fuel efficiency and make commercial vehicles

more environmentally friendly. We are helping

them achieve their goals through our

innovativetechnologies.

Developed in our Growth Hub, our smart valves

work in the engine to help to control the air flow

to improve fuel efficiency and reduce pollution.

They connect directly to the engine’s control

system, which analyses performance to make

real-time adjustments. This helps the engine

burn fuel more cleanly, contributing to

compliance with strict emissions standards.

Our valves are fast acting, very precise and

extremely reliable and durable. They operate

inboth diesel and natural gas engines,

meetingthe tough operating requirements

ofbothtechnologies.

Used in a wide variety of commercial vehicles,

both on and off-highway, and adopted by

manycustomers globally, our valves help

customers meet environmental regulations and

contribute to an environmentally friendly future.

By reducing emissions in commercial vehicles,

we are driving forward a new standard in

sustainable transport solutions.

Through innovative engineering, we are

empowering our customers to achieve their

environmental goals and build a better world.

Mindful of the changing trends in the commercial

vehicles industry, we arestrong partners in the innovation

process, due to our engineering capability, flexibility and

ability to truly understand ourcustomers.

Neville Rudd

President, Transport

IMI plc Annual Report 2024 Strategic Report

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Financial review

Delivering

growth

Key highlights

Adjusted

Statutory

2024 2023 Change Organic

2024 2023 Change

Revenue £2,210m £2,196m +1% +4% £2,210m £2,196m +1%

Operating profit £436m £411m +6% +10% £356m £319m +12%

Operating margin 19.7% 18.7% +100bps 16.1% 14.5% +160bps

Profit before tax £419m £387m +8% £330m £302m +9%

Basic EPS 122.5p 116.8p +5% 96.0p 91.5p +5%

Free cash flow

£263m £234m +12% £263m £234m +12%

Dividend per share 31.1p 28.3p +10% 31.1p 28.3p +10%

Return on invested capital

13.4% 13.1% +30bps

Excluding the effect of adjusting items as reported in the income statement. See Note 3 to the financial statements for definitions

ofalternative performance measures.

Free cash flow before corporate activity.

Post-tax return on invested capital, as described in Note 3 to the financial statements.

After adjusting for acquisitions, disposals and exchange rates (see Note 4 to the financial statements).

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. Rationale for the use of APMs, their

definition, and a reconciliation of APMs to statutory measures is included in Note 3 to the financial statements.

Delivering sustainable, profitable growth

The Group delivered a strong financial result in 2024, as revenue, profit and adjusted operating margin improved.

Revenue increased by 1% to £2,210m (2023: £2,196m). Organic revenue was 4% higher than the prior year, after

adjusting for acquisitions, disposals and exchange rate movements. The exchange rate adjustment was negative £66m.

Adjusted operating profit of £436m (2023: £411m) was 6% higher than last year. On an organic basis, adjusted operating

profit increased by 10%.

Group adjusted operating margin was 19.7% (2023: 18.7%). Both platforms grew adjusted margins in the year. Statutory

operating profit was £356m (2023: £319m), which increased by 12%. The Group statutory operating margin was 160bps

higher than last year, largely reflecting the strong trading results and £6m gain recognised on disposal of subsidiaries

in2024.

Adjusted net financing costs on net borrowings reduced to £14.8m (2023: £22.7m), largely reflecting the reduction in

netdebt in the year and includes the impact of £2.8m (2023: £2.9m) interest cost on leases. Statutory net finance costs

increased to £25.8m in the year (2023: £16.2m), largely due to losses on instruments measured at fair value through

profit or loss recognised as an adjusting item (see Note 3).

Adjusted net financing costs on borrowings were covered 36 times (2023: 22 times) by adjusted earnings before interest,

tax, depreciation, amortisation, impairment and adjusting items of £526m (2023: £503m). Net pension financing interest

expense under IAS 19 was £1.9m (2023: £0.5m expense).

Daniel Shook

Chief Financial Officer

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IMI plc Annual Report 2024

Adjusted profit before taxation was £419m (2023: £387m), which was 8% higher than 2023. Statutory

profit before taxation increased 9% to £330m (2023: £302m) reflecting growth in the year and the

Group’s execution of restructuring activities to improve customer satisfaction and long-term

competitiveness. The total statutory profit for the period after taxation was £249m (2023: £237m).

Platform results

Automation

Automation specialises in the design and manufacture of motion and fluid control solutions that enable

a diverse range of industries, to operate more efficiently, safely and sustainably. Our Process Automation

sector supports vital process and energy industries whilst Industrial Automation helps create the smart,

safe and sustainable factories, production lines and warehouse operations of the future.

Adjusted

Statutory

£m 2024 2023 Change Organic

2024 2023 Change

Revenue

Process Automation 906 807 +12% +15% 906 807 +12%

Industrial Automation 508 543 -6% -3% 508 543 -6%

Total Revenue 1,414 1,350 +5% +8% 1,414 1,350 +5%

Operating profit 289 257 +12% +17% 241 202 +19%

Operating margin 20.5% 19.1% +140bps 17.0% 15.0% +200bps

Excluding the effect of adjusting items as reported in the income statement. See Note 3 to the financial

statement for definitions of Alternative Performance Measures.

After adjusting for acquisitions, disposals and exchange rates (see Note 4 to the financial statements).

Process Automation (£m) 2024 2023 Change Organic

Closing order book 857 760 +13%

Order intake:

Aftermarket 601 561 +7% +11%

New Construction 413 390 +6% +8%

Total order intake 1,014 951 +7% +10%

After adjusting for acquisitions, disposals and exchange rates (see Note 4 to the financial statements).

Automation delivered strong organic revenue growth of 8%, with revenue also up 5% on a statutory basis.

Process Automation had an outstanding year, with record order intake and continued organic growth.

Orders were up 10% organically, including a significant £33m order in our Marine business during the

firsthalf which covers deliveries over several years. Aftermarket orders increased by 11% organically as we

continue to benefit from our investment in this space. In addition to the large Marine order, we have seen

particular strength in downstream oil and gas and hydrogen. Organic revenue was 15% higher than 2023

and 12% higher on a statutory basis.

Industrial Automation organic revenue was 3% lower than 2023, in line with softer industrial activity

inEurope and the Americas. Revenue was down 6% on a statutory basis.

Adjusted operating profit increased by 17% on an organic basis and the adjusted operating margin

improved by 140bps to 20.5%. This was a strong performance, reflecting a further shift towards higher-

margin Aftermarket opportunities and the continued execution of footprint optimisation initiatives, which

delivered £5m of incremental benefits in 2024. Statutory operating profit increased by 19% to £241m in

the year.

We expect to deliver strong growth in 2025, supported by the record order book in Process Automation

and continued resilience in Industrial Automation.

Life Technology

Life Technology develops motion and flow control solutions that enhance and improve the quality of

life across three key sectors. Climate Control’s innovative solutions help customers optimise heating

and cooling systems, reduce energy consumption and improve building comfort. Life Science & Fluid

Control develops solutions that empower our Life Science customers to enhance patient-focused

critical care and diagnose disease earlier, and our Fluid Control customers to accelerate the safety,

reliability and performance of everyday activities. Transport is at the heart of advancing commercial

vehicles, our cutting-edge technology helps manufacturers to radically reduce emissions and improve

vehicle safety.

Adjusted Statutory

£m 2024 2023 Change Organic

2024 2023 Change

Revenue

Climate Control 389 386 +1% +5% 389 386 +1%

Life Science &

FluidControl 236 276 -14% -10% 236 276 -14%

Transport 171 184 -7% -4% 171 184 -7%

Total Revenue 796 846 -6% -2% 796 846 -6%

Operating profit 146 153 -5% -1% 116 116 0%

Operating margin 18.4% 18.1% +30bps 14.5% 13.7% +80bps

After adjusting for acquisitions, disposals and exchange rates (see Note 4 to the financial statements).

IMI plc Annual Report 2024

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Life Technology delivered a resilient performance, despite a mixed market backdrop. Revenue was

down 2% organically and 6% lower on a statutory basis.

Climate Control saw good demand for its energy-saving products and solutions, with revenue up 1%

when compared to 2023 and 5% higher on an organic basis. Whilst trends in the European construction

market did impact sales in the year, the sector continues to perform resiliently due to the strong retrofit

demand for products that reduce energy consumption in buildings.

As expected, Life Science & Fluid Control revenue was 14% lower than in 2023, reflecting the

continued softness seen across the global life science device market. Organic revenue was 10%

lower. The long-term fundamentals of this sector are strong, and we remain excited about the

opportunities for growth.

Transport revenue was 7% lower than 2023, and 4% lower organically. Whilst demand for our

innovative solutions remains strong, there was a strong comparator in the second half.

Adjusted operating margin for the year was 18.4%, 30bps higher than the prior year. Complexity

reduction initiatives delivered £10m of incremental benefits. Statutory operating profit was flat

year-on-year.

We expect Life Technology to be broadly flat organically in 2025 and down in the first half. This reflects

continued demand for our energy efficient products in Climate Control, no expected recovery in Life

Science & Fluid Control and a strong first half comparator in Transport. We expect margins to improve

in the year.

Adjusting items

£m 2024 2023

Reversal of net economic hedge contract gains (2) (8)

Restructuring costs (55) (48)

Acquired intangible amortisation and other acquisition items (29) (34)

Exit from Russia – (2)

(Losses)/gains on instruments measured at fair value through profit or loss (9) 7

Gain on disposal of subsidiaries 6 –

Tax in connection with the above adjusting items 23 19

Other adjusting tax items (3) –

Total adjusting items (69) (66)

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 £2m (2023: £8m loss).

– Restructuring costs: Restructuring costs of £55m were incurred in 2024, with a breakdown of

these costs by platform, alongside expected benefits provided below. Further details on 2024

projects are included in Note 3 to the financial statements.

– 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 decreased to £28m (2023: £32m). Other acquisition costs

reduced to £1m (2023: £2m).

– Exit from Russia: During 2023, changes were made to the legal structure of a customer which

resulted in a £2m write-off, following the Group’s decision to end all business in Russia in 2022.

– Gains on instruments measured at fair value through profit or loss: A loss arose on the

revaluation of financial instruments and derivatives under IFRS 9 of £9m (2023: £7m gain).

– Gain on disposal of subsidiaries: The Group disposed of a French subsidiary, Industrie Mecanique

Pour Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6m.

– Taxation: The tax effect of the above items has been recognised as an adjusting item and amounts

to £23m (2023: £19m). Other adjusting tax items include a charge of £5m relating to the transfer

of businesses in the year, offset by a credit of £2m relating to the release of a provision in respect

of an exposure related to a prior year, restructuring which has now been resolved.

Financial review continued

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Complexity reduction programme concludes

IMI’s multi-year restructuring programme has now concluded. The following tables provide

asummary of the final costs and benefits associated with the programme:

£m 2024 2025*

Restructuring charge

Automation (35) –

Life Technology** (13) –

Total charge (48) –

Cash impact** (40) (10)

£m 2024 2025*

Incremental annual benefits

Automation 5 5

Life Technology 10 5

Total benefits 15 10

Future-looking forecast information.

Restructuring charge and cash outflow have been adjusted to offset the profit on disposal of Industrie

Mecanique Pour Les Fluides SA (see Note 24).

Whilst this programme has now completed, IMI will continue to identify and execute efficiencies

within its operations. Future restructuring costs within our current business will be taken into

underlying operating profit.

Taxation

The adjusted effective tax rate for the Group increased to 24.3% (2023: 21.8%), reflecting the

increase in the UK statutory rate of corporation tax in 2023, global minimum tax legislation and the

non-repeat of favourable historic tax settlements in 2023. The total adjusted tax charge for the year

was £102m (2023: £85m) and the statutory effective tax rate was 24.8% (2023: 21.5%). 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

25% in 2025, reflecting a small one-off deferred tax benefit in 2024.

Adjusted basic earnings per share increased by 5%

The average number of shares in issue during the period was 259m (2023: 259m), resulting in

adjusted basic earnings per share of 122.5p (2023: 116.8p), an increase of 5%. Statutory basic

earnings per share increased by 5% at 96.0p (2023: 91.5p) and statutory diluted earnings per

shareincreased by 5% at 95.6p (2023: 91.2p).

£100m share buyback completed

In 2024, we successfully completed our planned £100m share buyback with the purchase and

cancellation of 5.5 million shares. Our average shares in issue for 2024 were 259 million.

Maintaining continued cash discipline

Movement in net debt

2024

£m

2023

£m

Adjusted EBITDA* 526.3 503.2

Working capital movements (21.5) (31.3)

Capital and development expenditure (91.5) (79.9)

Provisions and employee benefit movements** (1.7) (2.7)

Principal elements of lease payments (28.6) (29.0)

Other 18.8 6.0

Adjusted operating cash flow *** 401.8 366.3

Adjusting items (40.7) (43.1)

Interest (14.8) (22.7)

Derivatives 14.6 9.8

Tax paid (97.9) (76.1)

Free cash flow before corporate activity 263.0 234.2

Dividends paid to equity shareholders (76.0) (68.8)

Acquisition of subsidiaries (18.2) –

Disposal of subsidiaries 17.5 0.5

Net (purchase)/issuance of own shares (97.1) 0.6

Net cash flow (excluding debt movements) 89.2 166.5

Reconciliation of net cash to movement in net debt

Net increase in cash and cash equivalents excluding foreign exchange 37.4 17.7

Less: cash acquired/disposed 1.8 0.4

Net repayment of borrowings excluding foreign exchange and net debt

disposed/acquired 50.0 148.4

Decrease in net debt before acquisitions, disposals and foreign exchange 89.2 166.5

Net cash acquired/disposed (4.7) (0.4)

Currency translation differences (4.7) 1.8

Movement in lease liabilities 11.1 5.5

Movement in net debt in the year 90.9 173.4

Net debt at the start of the year (638.6) (812.0)

Net debt at the end of the year (547.7) (638.6)

Adjusted profit after tax (£317.0m) before interest (£16.7m), tax (£101.8m), depreciation (£70.9m) and

amortisation (£19.8m).

Movement in provisions and employee benefits as per the statement of cash flows (£1.4m) adjusted for

themovement in restructuring provisions (£3.1m).

***

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 to the financial statements.

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Adjusted operating cash flow was £402m (2023: £366m). This represents a conversion rate of total

Group adjusted operating profit to adjusted operating cash flow of 92% (2023: 89%). There was a £41m

cash outflow from adjusting items (2023: £43m outflow) primarily related to restructuring costs.

Net working capital balances increased by £22m, with a £43m increase in payables in line with growth

offset by a £41m increase in receivables and a £24m increase in inventory largely reflecting continued

growth in the Process Automation order book. The £31m increase in 2023 was due to a £58m increase

in payables offset by a £57m increase in receivables and a £32m increase in inventory.

Cash spent on property, plant and equipment and other non-acquired intangibles in the year was

£92m (2023: £80m), which was equivalent to 1.5 times (2023: 1.3 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.

Research and development spend, including capitalised intangible development costs of £8m

(2023: £6m), totalled £73m (2023: £72m), representing 3.3% (2023: 3.3%) of sales. The Group continues

to support investment in growth, with this spend focused on delivering innovative new 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 2024, the Group paid cash tax of £98m (2023: £76m), which was 120% (2023: 117%) of the statutory

tax charge for the year.

Free cash flow before corporate activity increased to £263m (2023: £234m).

Dividends paid to shareholders totalled £76m (2023: £69m) and there was a cash outflow of £100m

inrelation to the share buyback programme (2023: nil). In addition, there was a cash inflow of £3m

associated with the issue of share capital for employee share schemes (2023: £1m inflow).

Overall net debt reduced by £91m in 2024 (2023: £173m decrease).

Strong balance sheet offers strategic flexibility

Net debt at the year-end was £548m, compared to £639m at the end of 2023. The reduction

reflectsthe strong cash generation in the year. The net debt is composed of a cash balance

of£148m (2023: £107m), a bank overdraft of £91m (2023: £66m), interest-bearing loans and

borrowings of £515m (2023: £580m) and lease liabilities of £89m (2023: £100m).

The year-end net debt to adjusted EBITDA ratio was 1.0 times (2023: 1.3 times). At the end of 2024,

loan notes totalled £515m (2023: £532m), with a weighted average maturity of 2.6 years (2023: 3.6

years), and other loans including bank overdrafts totalled £91m (2023: £114m). Total committed bank

loan facilities available to the Group at the year-end were £300m (2023: £300m), of which nil (2023:

nil) was drawn.

At 31 December 2024, the value of the Group’s intangible assets, including goodwill, was £925m

(2023: £958m).

The net book value of the Group’s property, plant and equipment at 31 December 2024 was

£301m(2023: £300m). Capital expenditure on property, plant and equipment amounted to

£75m(2023: £60m), with the main capital expenditure focused on production facility investment

tosupport operational efficiency and growth. Including capitalised intangible assets, total capital

expenditure was £92m (2023: £80m) and was 1.5 times (2023: 1.3 times) the depreciation and

amortisation charge (excluding acquired intangible amortisation and lease asset depreciation)

fortheyear of £62m (2023: £63m).

The net deficit for defined benefit obligations at 31 December 2024 was £47m (2023: £49m deficit).

The UK deficit was £3m (2023: £4m deficit), with the liabilities fully bought-in during 2022. The deficit

in the overseas funds as at 31 December 2024 was £44m (2023: £45m deficit).

Return on invested capital (‘ROIC’)

The Group uses ROIC as an indication of IMI’s ability to deploy capital effectively. The Group’s fully

burdened definition of ROIC is net 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 13.4% in 2024 (2023: 13.1%), which increased by 30bps, reflecting the strong

tradingperformance.

Return on invested capital

2024

£m

2023

£m

Adjusted operating profit 435.5 410.6

Notional tax charge (105.8) (89.5)

Net adjusted operating profit after tax 329.7 321.1

Net assets 1,085.1 1,030.2

Adjusted for:

Net debt 547.7 638.6

Restructuring provision 26.1 20.9

Net derivative assets/liabilities 6.4 (1.2)

Net defined pension benefit 47.4 48.9

Deferred tax on employee benefits (13.0) (13.5)

Previously written-off/impaired goodwill 346.9 346.9

Acquired intangibles amortisation 403.9 387.6

Closing capital invested 2,450.5 2,458.4

Opening capital invested 2,458.4 2,460.8

Average capital invested 2,454.5 2,459.6

Return on invested capital 13.4% 13.1%

Financial review continued

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Acquisitions

On 31 October 2024 the Group acquired 100% of the share capital, and associated voting rights,

ofTWTG for initial purchase consideration of €22m. TWTG is a leader in smart connected asset

monitoring solutions and is based in Rotterdam, the Netherlands. TWTG is now part of IMI’s

ProcessAutomation sector.

Disposals

On 25 April 2024 the Group disposed of French subsidiary Industrie Mecanique Pour Les Fluides SA

for proceeds of £18.5m resulting in a gain on disposal of £6.3m. For further details see Note 24.

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

2024 2023 2024 2023

Euro 1.18 1.15 1.21 1.15

US Dollar 1.28 1.24 1.25 1.27

The movement in average exchange rates between 2023 and 2024 negatively impacted both

revenue and adjusted operating profit by 3% in the full year when compared to 2023.

If exchange rates as at 21 February 2025 of US$1.26 and €1.21 were projected for the full year and

applied to our 2024 results, it is estimated that both revenue and adjusted operating profit would

bebroadly neutral.

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.

Disciplined approach to capital allocation

Free cash flow before corporate activity increased by 12% to £263m in the year (2023: £234m) as net

debt reduced to 1.0x adjusted EBITDA (2023: 1.3x), comfortably within our 1.0x–2.0x target range.

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 1.5x depreciation during the year

(2023: 1.3x) with R&D expenditure at 3.3% of sales (2023: 3.3%), above our 3.0% target.

IMI will also pursue bolt-on acquisitions that strengthen its position in fluid and motion control

markets and deliver returns in line with its strict financial criteria. Acquisitions must deliver 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 considers appropriate mechanisms to

return additional surplus capital if the Group’s net debt to adjusted EBITDA fall sustainably below our

1.0x–2.0x target range. A £100m share buyback was completed in the year (2023: nil).

There is significant headroom to current funding covenants of 3.0x net debt to adjusted EBITDA.

At 31 December 2024, IMI plc (the parent company) had distributable reserves of £304m

(2023: £304m).

Daniel Shook

Chief Financial Officer

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Investors and funding providers

Stakeholder engagement

Our

stakeholders

We actively engage with our key

stakeholder groups, recognising

their influence on our strategic

goals and value creation.

We understand that our activities

can impact these stakeholders,

so we strive to develop and

maintain positive, productive

relationships while seeking to

address their needs.

Where making strategic decisions,

weassess the impact onaffected

stakeholders, balance competing

interests and where appropriate,

engage directly with themon the topic.

To support Board discussions and

decision-making, the Board engages

with the Group’s key stakeholders both

directly and indirectly through formal

and informal channels throughout the

annual cycle. This section provides a

summary of IMI’s key stakeholders,

whyand how we engage and

outcomesof our engagement.

Purpose for all stakeholders: Support from our investors and funding

providers is crucial for IMIto execute its growth strategy. We aim to

enhancevalue today while driving sustainable value for tomorrow.

How we engage: We actively engage with investors through roadshows,

results presentations and our Annual General Meeting (‘AGM’). The Board

receives regular updates on shareholder register movements, investor views,

and feedback themes from IMI’s brokers, PR advisers, and proxy reports.

TheChair and Committee Chairs are available to shareholders upon request.

We engaged directly with investors regarding the Chair succession process in

2024. Our investor relations team met with over 230 unique investors during

2024 (up from over 190 in 2023). Following a thorough tender exercise, the

Board approved the appointment of our new joint corporate brokers during

the year.

Outcomes: The results of our 2024 AGM are available on our website, with

allresolutions passing with over 84.5% of votes in favour. Our shareholder

base continues to strongly support our strategy. In 2024, the Board approved

a £100m share buyback programme and introduced a dividend reinvestment

plan. Additionally, our strong relationships with key funding providers

enabled the successful refinancing of one of our revolving credit facilities,

including sustainability-linked terms, on competitive terms.

Global investor

engagement

Investors visited our Climate

Control factory in Ljung,

Sweden, FAS in Switzerland

and Sri City, India, to see our

products, operations and

meet local management.

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Customers Employees

Why we engage: Our people are essential to driving performance and

growth.They bring diverse skills, knowledge, and experience. We aim

toattract,retain and promote the best people and inspire and equip them

tobeour greatest ambassadors.

How we engage: Regular engagement occurs at Board, Executive, and

leadership levels, with a Board approved programme led by non-executive

director with responsibility for employee engagement, Thomas Thune

Andersen. Board site visitsand non-executive director employee engagement

sessions were held inthe UK and Sweden, with feedback shared with the full

Board and integrated intorelevant discussions. CEO-led leadership calls and

ourGroup-wide communication platform are used to cascade key messages

toallsites. In 2024,in-person conferences were held for our senior leaders

andgraduates. Additionally, members of our Executive team and Thomas

ThuneAndersen attended the European Communications Forum at our

officesinBirmingham.

Outcomes: One of the ways we measure employee engagement is via our

anonymous employee survey, with results discussed at each site’s IMI Way Day.

The question “My manager keeps me up to date with things happening at IMI”

showed a significant improvement, following an increase in townhalls across

the Group (up by seven percentage points compared to 2023). In 2024 we

developed and launched our new Employee Value Proposition and ‘Life at IMI’

which provides guidance on our company culture, employee experience, and

our impact on thewider world.

Why we engage: Our customers are the foundation of everything we do,

enabling us to build a long-term sustainable business. We aim to address

keycustomer and industry challenges with innovative solutions in

attractivemarkets.

How we engage: We strive for world class customer service through our

commercial and operational teams. We support our customers’ complex

technical requirements through industry-leading teams of application and

design engineers. We develop products that help our customers operate

moresafely, more sustainably and moreproductively.

Outcomes: We monitor performance and identify areas of improvement

through customer-driven metrics such as on-time delivery and Net Promoter

Scores. We areincreasing our use of digital platforms to drive knowledge

sharing, customer networking, relationship building and self-serve eCommerce.

In 2024, several customers participated in our environmental double materiality

assessment. Wereceived strong Net Promoter Scores across all sectors in 2024.

Showcasing innovation

and operations

In October, customers from

Singapore came to visit our

Climate Control site in

Ljung, Sweden. Through a

factory tour and a showcase

of our Customer Innovation

Centre, we shared how our

products are manufactured,

our commitment to

sustainability and our

drivefor innovation.

Fostering growth

through collaboration

In May, 130 leaders

attended our senior

leadership conference in

Barcelona alongside our

Executive Committee and

non-executive directors

under the theme of

‘acceleratinggrowth’.

IMI plc Annual Report 2024

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Suppliers Community and environment

Stakeholder engagement continued

Why we engage: Suppliers provide the products and services we need to

operate and create value. Collaboration with suppliers allows us to pay a fair

price for vital supplies. Reliable suppliers help us manage risks and ensure

continuity during supply chain disruptions. We work with suppliers who

shareour commitment to sustainability and ethical practices, supporting

ourcorporate social responsibility goals. We are dedicated to fair treatment,

transparency, and open engagement with our suppliers.

How we engage: We tailor engagement strategies based on each supplier’s

importance, risk, and spend. Our supplier partnership programme develops

key suppliers in all aspects of the business relationship, from quality and cost

to innovation and environmental impact. Our Supply Chain Code of Conduct

outlines our expectations for ethical and responsible behaviour from all our

suppliers. For preferred suppliers, we conduct audits, monitoring, and action

tracking and hold quarterly business reviews. We have implemented a supply

chain solution that enables us to identify, measure, monitor, and mitigate

individualised risk assessments of our suppliers.

Outcomes: Our updated Modern Slavery and Human Trafficking Statement

reported supplier engagement enhancements. Improvements made were

recognised in the CCLA’s Modern Slavery UK Benchmark.

Why we engage: Engagement with our community and environment is key to

nurturing and protecting our good reputation. Demonstrating support helps

IMIattract and retain the best talent. Minimising our environmental impact

on theneighbourhoods where we operate and on the global community

iskey tomaintaining a responsible and sustainable business.

How we engage: Engagement includes partnering with local universities

forour Graduate Programme and visiting primary schools to show children

that you do not have to be an engineer to work in an engineering company.

In theUK, IMI Truflo Marine has also partnered with educational charity,

TheSmallpeice Trust, tofacilitate STEM outreach work.

Outcomes: We actively track and manage emission reduction plans across

IMI sites. Our Head of Sustainability provides updates on our Better World

progress at Board and Sustainability Committee meetings. In July 2024, we

received approval for our near-term and net zero targets from the Science

Based Targets initiative (‘SBTi’) and were named one of Europe’s Climate

Leaders for 2023 and 2024 by the Financial Times.

Leading the way in

supply chain excellence

In 2024 we were awarded

‘Supply Chain Sustainability

Champion of the Year’ by our

compliance partner, Assent Inc,

for our commitment to

Engineering for a Better World

by directing our suppliers on

Sustainability and Product

Compliance topics. We were

commended for our drive to

put corrective actions in place;

from redesigning products

without lead content to

engaging suppliers on Conflict

Minerals and PFAS chemicals.

Employee volunteering

for community impact

Our 2024 IMI Way Day focused

on our new values – Always

care, Be curious and Create

impact. It was a great

opportunity for everyone to

understand how they help us

to shape our culture, underpin

engagement with everyone

and help us contribute to a

better world. 3,495 employees

volunteered a total of 9,553

hours during 2024, doing

community-based activities

which included litter picking,

planting trees and gardening

for a local school.

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Government and regulators

Why we engage: Complying with applicable laws and regulatory standards

iscrucial to maintaining strong stakeholder relationships and protecting

ourreputation. This is also a key driver in attracting and retaining top talent.

Evolving regulations present opportunities for innovation and differentiation.

How we engage: We make regulatory filings and submissions, as well as

carrying out formal and informal discussions with government departments

and local authorities at both national and local levels, where appropriate,

tosupport ongoing business and compliance requirements. Our Code

ofConduct sets the standards we have for IMI and our employees. The

IMISupplier Code of Conduct outlines the standards we have set for our

suppliers to ensure we have a responsible, ethical, sustainable and compliant

supply chain. The Board and Executive Committee receive updates on

evolving laws, regulatory engagement, as well as quality and compliance

matters, where significant.

Outcomes: We continue to maintain strong relationships with key regulators,

fostering a culture of compliance across the Group. Organisational changes

are conducted in line with applicable laws and in a manner consistent with our

values. We measure our progress through monitoring, reviews and audits.

Our refreshed business

conduct standards

We launched a revised Code

of Conduct (available in our

core spoken languages) in

December 2024 to reflect

our new values and

introduce our standards for

using artificial intelligence

and to ensure product

quality, and compliance.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Section 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 2024.

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:

Key s.172 consideration Page

The likely consequences of any decision

in the long-term

– Purpose and business model

– Strategy

– Principal risks

– Sustainability

4-7

67-71

40-64

The interests of the Group’s employees

– People and culture

– Health, safety, environment and wellbeing

– Stakeholder engagement

– Employee engagement

17, 35, 48-51, 88-90, 107

15, 50-51

34-37, 39, 89-90

35, 46, 48-51, 89

The need to foster the Group’s business

relationships withsuppliers, customers

and others

– Business model

– Strategy

– Non-financial and sustainability statement

– Stakeholder engagement

4-7

34-37, 39, 89-90

The impact of the Group’s operations on

the community and the environment

– Purpose

– Greenhouse gas emissions

– Sustainability

– Task Force on Climate-related Financial Disclosures (‘TCFD’)

55-57, 63

40-64

58-63

The desirability of the Group to maintain

a reputation forhigh standards of

business conduct

– Health, safety, environment and wellbeing

– Whistleblowing

– Internal controls

– Risk management

– Non-financial and sustainability statement

15, 50-51

46, 89

65-71, 88, 97-100

65-71

The need to act fairly as between

members of the Company

– Stakeholder engagement

– Dividend

– Strategy

34-37, 39, 89-90

9, 126

4-7

IMI plc Annual Report 2024

Strategic Report

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2. Acquisition of TWTG

In October, we announced the acquisition of

TWTG Group B.V. (‘TWTG’), a leader in smart

connected asset monitoring solutions for

process industries, based in Rotterdam, the

Netherlands. TWTG joined IMI’s Process

Automation sector.

TWTG was initially identified through

GrowthHub projects focused on the

LoRaWAN communication protocol for asset

monitoring. Feedback from customers helped

us understand the protocol’s relevance and

applications, supplementing direct feedback

from TWTG and IMI customers during the

dealevaluation process.

Customer feedback also highlighted strategic

and commercial opportunities and potential

for the combined customer bases of TWTG

and IMI. Consequently, the Board concluded

that integrating TWTG’s product and

technological capabilities would enhance

IMI’s asset monitoring offerings and support

Process Automation’s aftermarket business.

In their evaluation of the acquisition case

forTWTG, the Board considered expected

reactions from key stakeholders as well as

business growth opportunities. TWTG’s

suppliers can be confident in IMI’s financial

strength and commitment to long-term

partnerships. TWTG’s sensing and asset

monitoring capabilities enhances operating

efficiency and safety of equipment in process

plants and in other industrial applications which

the Board considered to be strongly aligned

toIMI’s Better World strategy. The Board

hadregard to the opportunity that TWTG

isexpected to be both margin and growth

accretive to IMI Process Automation and took

into account our broker’s opinions on the

expected market reaction to the acquisition.

1. Appointment of Chair and new

Chief Financial Officer

Effective board succession planning

ensures the board has the right mix

ofskills and experience to support the

company’s long-term strategy. The Board

approved the appointment of Jamie Pike

as Chair of the Company, effective

1 January 2025, and Luke Grant as

Executive Director and Chief Financial

Officer, effective 1 August 2025.

Jamie’s extensive listed board experience

and deep understanding of engineering

were key factors in his selection, as the

Board believes he will provide strong

andeffective leadership. The Board also

reviewed potential candidates for the

CFOrole, ultimately selecting Luke for his

impressive track record at IMI, financial

expertise, global mindset, commitment

tocompany culture and proven leadership

qualities. These appointments are

expected to benefit all stakeholders and

support the continued delivery of value

toshareholders.

Key Board decisions intheyear:

3. Double Materiality Assessment

(‘DMA’)

To better understand and manage the

impacts, risks, and opportunities affecting

ourbusiness, the Group conducted a DMA,

which informed our sustainability reporting

and strategic planning. Engaging with key

stakeholders wasa crucial step in ensuring

theDMA output reflected relevant, actual

andforward-looking impacts, risks and

opportunities for us.

Having initially mapped our value

chain,weconducted a series of online

questionnaires and interviews, targeting

internal and external stakeholders across

ourkey regions. Interviews were held with

specific stakeholders and questionnaire

respondents who consented to further

engagement on specific shortlisted topics.

The purpose was to explore and validate

material topics, gather insights specific to

our sectors, and identify our impact(s) on

theenvironment and society. Non-executive

director Thomas Thune Andersen was also

interviewed as part of the assessment as

Chair of our Sustainability Committee.

The assessment supports the Board’s

long-term strategic planning and integration

of sustainability into business operations and

will help us prepare for evolving disclosure

expectations. Risks identified as part of the

DMA have been reviewed and fed into our

Group risk management process, please see

pages 65 – 71 for further details. The double

materiality approach means that we can

share with stakeholders the key issues that

impact us and also those issues that we

impact on. Further updates to the process

will be included on our website.

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IMI’s role in a more sustainable world

At IMI, creating a better world is at the core

ofour purpose and informs everything we do.

Whether it’s reducing our environmental impact,

innovating new products, enhancing employee

benefits or supporting our communities, our

commitment to sustainability is unwavering

anddeeply ingrained in our culture.

Our products, services, and solutions empower

our customers to enhance their sustainability

efforts to achieve ambitious goals for a better

world. We take our climate and wider Sustainability

targets seriously, focusing on reducing our

environmental footprint, advancing social

responsibility, and maintaining strong governance

while minimising our impact on the planet.

The performance of our products and operations

is crucial to fulfilling our purpose of Breakthrough

engineering for a better world. Our sustainable

strategy aligns with the UN Sustainable

Development Goals (‘SDGs’), and are used as

indicative guidance, particularly SDG 9 (Industry,

Innovation and Infrastructure) and SDG 12

(Responsible Consumption and Production). The

UN SDGs are 17 interconnected global objectives

established by the United Nations to guide

sustainable development action by governments,

businesses, and organisations through 2030. Our

net zero transition plan continues to evolve in line

with the latest external standards, frameworks

andguidance, such as the TPT, ESRS and ISSB,

addressing our governance, strategy, impact, risk

and opportunity management and net zero targets

while optimising resource efficiency across water

usage and waste management. Through active

stakeholder collaboration and adherence to our

values, we continue to advance our sustainability

objectives and measure our progress against

defined metrics.

Sustainability

Creating a better world

Our approach to materiality

In 2024, we conducted a comprehensive Double

Materiality Assessment (‘DMA’) to identify our

priority impacts, risks, and opportunities (IROs)

from the intersection of both an impact and

financial perspective. More information on our

DMA process and results can be found on our

website. The concept of ‘double materiality’ is

central to EUsustainability reporting standards

and aligns with evolving global standards suchas

Global Reporting Index (‘GRI’) and International

Sustainability Standards Board (ISSB). Building

onour 2021 materiality assessment process,

thisanalysis informed ourSustainability strategic

priorities which formthe basis of our long-term

sustainability commitments:

– Responsible Business: Strengthening

governance, ensuring ethical practices,

andmanaging supply chain sustainability

– Empowering People: Developing talent,

ensuring workplace safety, and advancing

inclusive growth

– Sustainable Solutions: Innovating products

and services that address environmental and

social challenges

– Climate Action: Reducing emissions,

enhancing energy efficiency, and building

climate resilience

Our DMA will enable us to update our

Sustainability strategy, enhance our risk

management processes and improve

stakeholder engagement. This integrated

approach ensures we address both value

creation and sustainable development in our

decision-making and reporting.

Integration of sustainability

Sustainability is embedded in our business

processes and decision-making, from Board-

level strategy decisions to our engineers

selecting materials with a lower carbon

footprint. It runs as a continuous thread

throughout the organisation and is a key focus

of our activities, especially during our IMI Way

Days. Sustainable initiatives are shared and

celebrated via our internal communication

platform, and we continue to collaborate closely

with customers to improve our products and

services. Additionally, we carry out checks on

suppliers to ensure our supply chains operate

ethically and uphold our high standards.

Creating a better world – our

Sustainability Governance Framework

Our Sustainability Governance Framework is

integral to our strategy. It enables us to set and

achieve our sustainability goals, ensures risks are

monitored and managed, allows the Board to

scrutinise performance, andpromotes clear

communication across theGroup. Since 2022,

climate-related performance features as

ametric within our long-term executive

remuneration, meaning the Group’s progress

todecarbonise is directly linked to executive

pay.This framework supports focused decision-

making, helps build a sustainable business, and

creates long-term value for all stakeholders.

– Board oversight: The Board approves our

strategy and sustainability priorities, receiving

regular progress updates throughout the year.

For details of the Board’s activities in 2024,

seepages 84 to 91. Please see page 79 for

asummary of the activities of our non-

executive director Thomas Thune Andersen

who is our Sustainability Committee Chair

andhas designated responsibility for

employee engagement.

– Sustainability Committee: We established our

Board Sustainability Committee in 2024 evolving

our previous governance arrangement of having

a non-executive director with designated

responsibility for Sustainability matters. The

Committee oversees the development and

execution ofourSustainability strategy focusing

on the Sustainable Solutions and Climate Action

pillars. Empowering People and Responsible

Business pillars remain within the Board remit.

A bright future

Sustainability is at the heart of IMI, as creating a better

worldis fundamental to us. It is evident from the ongoing focus

and dedication of our employees, and it’s exciting to see the

positive impact they are making every day. Their commitment

and innovative spirit are driving us towards a more sustainable

andprosperous future.

Thomas Thune Andersen,

Sustainability Committee Chair

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Q&A John Jones, Head of Sustainability

– Chief Executive Officer: Roy Twite, our

CEO,is accountable for implementing our

sustainability strategy and performance.

Royissupported by the Executive Committee,

including our CFO, Daniel Shook (Executive

Sponsor for Sustainability), who oversees and

reviews our progress in sustainability-related

matters. More details can be found on pages

58 to 63 in our TCFD statement.

– Head of Sustainability and Better World

Committee: John Jones (Head of

Sustainability) is responsible for coordinating

the delivery of our sustainability strategy and

manages key aspects of our sustainability

strategy and framework. John chairs our

internal management-level Better World

Committee which meets regularly to manage

progress on initiatives, governance issues

andhorizon scanning.

– Dedicated teams: We have specialised

teamsdedicated to data and regulatory

issues,internal and external reporting, and

humanitarian/philanthropic giving, among

other areas.

This comprehensive framework ensures that

oursustainability efforts are aligned with our

overall strategy, fostering a sustainable and

responsible business.

1. What sustainability achievements

has the Group made over the past

year, and how do these align with

ourlong-term sustainability goals?

Over the past year, we have made progress

withour sustainability targets. We successfully

reduced our Scope 1 & 2 intensity by 3% and

absolute emissions by 4%. We remain on track

to achieve our target of halving our intensity

by2030 from a 2019 baseline. Additionally, we

have continued to collaborate with customers

to help them achieve their own sustainability

goals byproducing energy-efficient valves

andproducts with longer operating lives to

lengthen replacement cycles.

Our commitment to the UNSustainable

Development Goals (‘SDGs’) hasalso been

reinforced through these initiatives, ensuring

wecontribute positively toglobal sustainability

efforts. Importantly, ourScope 1, 2 & 3 near-

term and net zero climate targets wereapproved

by the SBTi in 2024, further demonstrating our

commitment tosustainability. In addition, we

have received external validation as we achieved

AAA status with MSCI and remain members

ofthe London Stock Exchange’s Green

Economy Mark.

2. Can you provide insights into

thekey challenges and opportunities

the Group faces in advancing its

sustainability initiatives, and how

arewe addressing them?

One of the primary challenges we face in

advancing our sustainability initiatives is the

complexity of integrating sustainable practices

across all our global operations. This requires

coordination and alignment among various

departments and regions.

However, this challenge also presents an

opportunity to continue to foster innovation

andcollaboration across the Group. We are

addressing this by establishing cross-functional

teams that work together to identify and

implement best practices through our Better

World Committee. Additionally, we continue

tooptimise resource use and reduce waste.

Byleveraging technology and continuous

improvement, we can enhance our operational

efficiency and drive sustainable growth. This

proactive approach not only mitigates risks

butalso positions us to capitalise on

emergingopportunities.

3. How is the Group integrating

sustainability into its core business

strategies and operations, and what

impact has this had on our overall

performance and stakeholder

engagement?

Sustainability is integrated into our core

businessstrategies. This includes setting

ambitious SBTi approved sustainability targets,

incorporating sustainability criteria into product

development, and ensuring all of our sectors

align with our environmental goals. We have

seen increased efficiency and cost savings

fromreduced energyconsumption and waste.

Moreover, our commitment to sustainability

has strengthened our relationships with

stakeholders, including customers, suppliers,

investors, communities and employees, who

are also showing increased requirements for

environmental responsibility. We monitor our

progress at monthly sector operational

performance review meetings.

IMI plc Annual Report 2024

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

Our focus areas Targets Performance

Creating a better world

Sustainability at a glance

– Employee engagement: One Big Voice

survey results for % of employees who view

IMI as a great place to work to be >80%

– Diversity: women in management across

the Group to reach 25%

– Health & Safety: to remain within the top

quartile of safety performance for the

industry sector

– Employee engagement, measured through

the One Big Voice survey, has increased

from 77% in 2023 to 79% in 2024.

– Percentage of women in management

positions is 24%

– Total Recordable Incident Frequency Rate

(‘TRIFR’) was 0.38, down from 0.44 in 2023

Read more on page 44

– 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

theGroup

– 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

Responsible

Business

Empowering

People

Link to SDGs:

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Targets TargetsPerformance Performance

Read more on page 54 Read more on page 52

Our emissions

Scope 1 & 2

– Decrease emission intensity to 1.39tCO

(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

(10%reduction compared to 2020 baseline)

by 2030

Total non-recycled hazardous waste

– Decrease by 50% from a 2022 base by 2030

Our emissions

Scope 1 & 2

– Total CO

intensity reduction of 31% from

2.78tCO

e* in 2019 to 1.93tCO

e* on a

location basis (2023: 1.98)

– Absolute CO

e emissions reduction of

36%from 57,500t (in 2019) to 36,993t

(2023: 38,604t)

Scope 3

– Total absolute Scope 3 emissions have

reduced from 574,108tCO

e in 2021 to

518,454tCO

e in 2024 (a 10% reduction)

Our water usage

– Total water usage reduction of 15% from

203,444m

in 2020 to 172,021m

in 2024

– Total water intensity reduction of 17%

from10.8m

* in 2020 to 9.0m

* in 2024

– Total non-recycled hazardous waste of

239t in 2024 (2023: 321t), 38% lower than

2022 baseline.

* Per 1,000 hours worked

– Ensuring our R&D spend as a % of revenue

remains at a minimum of 3%

– R&D as a % of revenue was 3.3% in 2024,

inline with 2023

Sustainable

Solutions

Climate

Action

Link to SDGs:

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Creating a better world continued

Responsible Business

Key highlights

– Reduced absolute Scope 1 & 2 carbon

emissions by 36% (from 2019 base)

– Received approval from SBTi for our

science-based near-term and net zero

Scope1, 2 & 3 targets

– Achieved AAA status from MSCI

– Listed in the 2024 Financial Times European

Climate Leaders report

– Refreshed Code of Conduct and

supportingpolicies

Key priorities

– Monitor new, evolving and fragmented laws

and regulations

– Preparation for future new applicable laws

and reporting requirements including ISSB

– Further development of our sustainability

practices and policies

Risks and opportunities

We report ethics, compliance and governance as

a principal risk. We monitor applicable evolving

laws and regulations as they can provide new

opportunities to capture future value (for example

emissions regulations driving innovation in

Transport and energy-saving regulations in

Climate Control) and introduce risk that requires

close management or changes to our processes.

Responsible business is crucial in supporting

ourstrategy, ensuring that ethical standards and

integrity are upheld across our operations. Our

governance frameworks provide the structure

for decision-making processes, aligning them

with the company’s strategic goals and risk

appetite. This alignment ensures that all actions

we take are consistent with our long-term

objectives and values.

Responsible

Business

Ethics and integrity are at the core of

ourframeworks. They foster a culture of

transparency, accountability, and trust, which

are essential for sustainable business success.

Byembedding ethical principles into governance

practices, we can mitigate risks and build

stronger relationships with stakeholders.

Creating a better world is our sustainability

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, wider stakeholders, and

the environment. 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, delivering breakthrough engineering

for a better world.

SDGs

Sub targets: 10.2, 10.3, 10.4, 12.2, 13.2

Responsible reporting

As part of our commitment to transparent

sustainability disclosure, we are advancing our

reporting practices to align with emerging global

standards and regulations while maintaining our

comprehensive stakeholder focus. We have

identified the material issues most important to

our stakeholders, as determined by our double

materiality assessment. We will assess the latest

reporting requirements communicated in early

2025 by the European Union and update our

reporting accordingly. We are committed to

investing in systems and processes to enhance

our reporting capabilities in this critical area.

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

IMI plc Annual Report 2024

Double Materiality Assessment (‘DMA’)

– informing our Sustainability

strategicpriorities

Our DMA outlines a comprehensive methodology

to assess sustainability matters and Sustainability

related impacts, risks, and opportunities (IROs)

across IMI’s global operations. Conducted in

2024, the assessment covering upstream and

downstream activities, aligns with the European

Sustainability Reporting Standards (‘ESRS’) which

forms the basis of the Corporate Sustainability

Reporting Directive (‘CSRD’). Double materiality

assesses both the impacts that the Group has on

people and the planet (inside-out perspective)

and the financial risks and opportunities that arise

for us from these impacts (outside-in perspective).

Global Reporting Index (‘GRI’)

We fully recognise the importance of robust,

accurate data and transparent sustainability

reporting. This Annual Report marks our third

year report in accordance with GRI standards,

reflecting our commitment to international

reporting standards. The alignment between

GRI and the European Financial Reporting

Advisory Group (‘EFRAG’) on impact materiality

definitions strengthens our preparation for any

future disclosures under the ESRS. To enhance

data quality and comparability, we have started

to maintain a comprehensive mapping between

GRI Standards and ESRS requirements. This

integrated approach ensures robust disclosure

while preparing for applicable ESRS reporting

requirements. Our reporting framework

continues to evolve, incorporating emerging

standards and stakeholder needs to deliver clear,

decision-useful sustainability information.

Our website features a comprehensive

indexthat maps our material items against the

required GRI disclosures, ensuring transparency

and accessibility for all stakeholders.

CDP environmental disclosures

We continue to report our environmental

disclosure on climate change and water

securityto CDP, maintaining our B Climate

andimproving our Water score to B-. In 2024,

IMI reported through CDP’s new integrated

questionnaire which integrates many of the

global standards and frameworks including

ESRS, TCFD, ISSB and Taskforce for Nature-

based Financial Disclosures (‘TNFD’), combining

climate change, forests, and water security into

a single comprehensive disclosure platform.

Thisintegrated approach aligns with our

holisticenvironmental strategy and enables

clearer demonstration of interdependencies

between climate, water, and potential evolving

biodiversity impacts. We welcome this

development as it strengthens our ability

toreport environmental performance while

preparing for potential European requirements

andemerging global disclosure standards.

UN Global Compact

We are signatories to the UN Global

Compactand this report contributes

toourCommunication of Progress.

International Sustainability Standards

Board (ISSB)

Similar to GRI, the ISSB and EFRAG standards

demonstrate strong interoperability in

sustainability reporting requirements, particularly

through IFRS S1 and S2 alignment with ESRS.

Keyconvergence areas which IMI has aligned

reporting with include:

– Shared materiality concepts for

sustainability-related financial disclosures

– Aligned climate transition planning

requirements and identified gaps

– Common TCFD-based climate

reportingstructure

– Harmonised GHG emissions

measurementprotocols

– Compatible scenario analysis approaches

While ESRS maintains broader scope through

double materiality and additional disclosure

requirements, the frameworks’ compatibility

enables efficient reporting across jurisdictions.

This alignment supports IMI’s global reporting

strategy while meeting specific regional

requirements. For the 2024 reporting year, we

have begun voluntarily implementing aspects

ofthe IFRS S2 Climate-related Disclosures

standard, building upon our established TCFD

reporting framework, see pages 58 to 63.

Wecontinue to report disclosures against the

Sustainability Accounting Standards Board

(‘SASB’) for Industrial Machinery, which is now

consolidated into the IFRS Foundation and this

can be found on ourwebsite.

Our sustainability reporting approach now

considers both the financial materiality of

climate-related risks and opportunities to our

enterprise value, as well as our broader impacts

on society and the environment through a double

materiality lens. While IFRS S2 primarily focuses

on enterprise value creation, we maintain our

commitment to comprehensive stakeholder

reporting by supplementing these disclosures

with information about our wider environmental

and social impacts. Please see our website for

ourDouble Materiality Assessment.

Early progress toward IFRS S1 and S2

implementation

In this reporting period, we have partially applied

IFRS S2, focusing on core elements where we

have robust data and established processes.

Ourexisting TCFD-aligned disclosures provide

astrong foundation, as IFRS S2 incorporates

theTCFD recommendations. In 2024, we have

enhanced our climate-related disclosures in

several key areas:

– Expanded governance disclosures regarding

oversight of climate-related risks and

opportunities, following the formation of a

new Board-level Sustainability Committee

– Enhanced assessment of climate-related

impacts across our value chain, refreshing and

revising climate-related risks and opportunities

reviewed as part of the DMA process

– Refined metrics and targets, including

SBTiapproved science-based targets

– Reviewed and adjusted our resiliency

measures, where relevant

– We acknowledge that full compliance with

IFRS S1 and S2 requirements is a journey

Areas where we continue to develop our

capabilities include:

– Comprehensive Scope 3 emissions

measurement and collection of robust data

across all relevant categories

– Further review of detailed quantification of

anticipated financial effects of climate-related

risks and opportunities

We plan to achieve full compliance with IFRS S1

and S2 by 2026, as we further enhance our data

collection systems, refine our control processes,

and strengthen our measurement methodologies.

This phased approach allows us to maintain the

quality and reliability of our disclosures while

progressing towards comprehensive adoption

ofthe standards.

Statement of Partial Application

This report has been prepared partially

applyingIFRS S2 Climate-related Disclosures as

issued by the ISSB. While we have incorporated

key elements of the standard, we have not

yetachieved full compliance. We remain

committed to transparency in our journey

toward comprehensive implementation and

willcontinue to enhance our disclosures in

alignment with both ISSB requirements and

ourbroader stakeholder commitments.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Effective risk management, controls,

and compliance

Our risk approach promotes open discussions

on risk at all levels, from sites to the Board,

ensuring appropriate risk management and

sharing key information across the Group to

achieve our business objectives. Our robust

riskmanagement process is described in

moredetail on pages 65 and 66.

Our Code of Conduct sets out how we should

think and act to make good choices, act with

integrity and uphold our high business standards.

Committing to doing the right thing is central

toour purpose of delivering Breakthrough

engineering for a better world. Our Board-

approved Code aims to ensure that we maintain

high ethical standards and protect our reputation.

It is distributed to all our people and available on

our website. Our Code outlines the standards

expected from us by our stakeholders and what

we expect from our people, business partners

and third parties.

This year, we have revised our Code so it

contains our new values and new sections on

AIand product safety and compliance. This

wasreviewed and approved by the Board.

We have detailed policies and standard

operating procedures (‘SOPs’) that support our

Code of Conduct and explain our controls and

compliance processes. A list of key policies and

procedures is available in the Non-financial and

sustainability information statement on page 64.

Each sector is responsible for implementing

controls and ensuring compliance with Group

and sector-specific policies, SOPs and related

guidance. Monitoring and review procedures

include annual Internal Control Declarations and

on-site legal and compliance reviews, designed

to ensure our high standards of compliance are

maintained. We have also commenced a project

to implement an Enterprise Risk Management

and Controls tool to automate and enhance

ourprocesses.

Speaking up

We foster a culture where individuals feel

comfortable reporting concerns in good faith,

assured that their concerns will be addressed

appropriately and without retaliation. Our Code

training encourages all employees to report

anyincidents that do not align with our values

andbehaviours, including concerns about

sustainability, human rights, corruption or bribery.

Reports can be made through line managers,

senior leaders, or via a confidential, independent

hotline that supports anonymous reporting in our

core languages (www.imihotline.com). The IMI

Hotline can also be used by external third parties

such as suppliers and customers.

Our speaking up processes are regularly

reviewed toensure their effectiveness. We have

closely monitored the implementation of the

EUWhistleblowing Directive by Member States

throughout 2024 and updated our Speaking Up

Policy and procedures accordingly. While a

global policy is suitable for most Member States,

standalone policies are necessary for some. This

year, we implemented a local arrangement for

Orton, Italy and the Czech Republic in line with

local legal requirements. We will continue to

monitor Member States’ requirements and

update the Global Speaking Up Policy and

guidance as needed.

Reports of concerns are thoroughly investigated,

and appropriate actions are taken to resolve

issues. At the end of any investigation, additional

guidance, training, or disciplinary action may

beimplemented as necessary, with senior

management closely monitoring the impact

ofthese actions. Our Ethics and Compliance

Committee reviews concerns raised and the

progress of investigations monthly. The

Executive Committee monitors the hotline’s

operation, reviews reporting trends, and ensures

thorough investigation and follow-up. The

Board receives regular updates and evaluates

the effectiveness of these arrangements.

In 2024, 34 concerns were raised, of which two

were duplicates. This compares to 52 in 2023,

ofwhich 11 were duplicates. Following careful

investigation, eight concerns raised were

substantiated, and four concerns were not wholly

substantiated. Disciplinary actions based on the

severity of the misconduct identified included

verbal feedback, verbal and written warnings,

training, and recommendations.

Anti-bribery and anti-corruption

We maintain a zero-tolerance stance on bribery

and corruption, as outlined in our Code and

detailed in our Anti-Bribery and Anti-Corruption

(‘ABAC’) Policy. This policy encompasses all

business dealings, strictly prohibiting bribery

andcorruption, tax fraud and the facilitation

oftax fraud. Our ABAC Policy and guidance

arewell understood, regularly reviewed, and

compliance is verified as part of the year-end

control process, supplemented by sector

compliance monitoring.

To reinforce our commitment, our policy

underscores the importance of ethical conduct

and a zero-tolerance approach to bribery and

corruption. It clearly defines what constitutes

bribery and corruption, providing examples of

prohibited practices. In 2024, we updated and

refreshed our SOPs to support the ABAC policy,

including those related to hospitality and gifts,

conflicts ofinterest, company giving and

third-party due diligence. These measures help

us uphold the highest standards of integrity and

transparency in all our operations.

Creating a better world continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Third parties

We remain committed to upholding the highest

standards of responsible conduct across our

operations, particularly concerning the third

parties we engage to act on our behalf. Each

third party undergoes a risk-based due diligence

process and screening procedures to ensure

compliance with export controls and sanctions.

We have established detailed contractual

provisions that set the standards required

ofourthird-party partners.

In 2024, we enhanced our supplier onboarding

and monitoring processes. This helps to ensure

our suppliers sign our Supply Chain Code of

Conduct (Supply Chain Code) unless they

demonstrate that they have their own Code

withequivalent standards. We operate through

agents in our Process Automation sector. The

number and risk profile of our third parties have

not changed materially during the year.

Export controls and sanctions compliance

In 2024, we refreshed our Export & Controls

policy to ensure it provides clear rules on trade

compliance. We operate robust screening

processes to ensure adherence to export

controls and sanctions. The effectiveness

ofthese due diligence and screening

processesis overseen by the Board and

theExecutive Committee.

Competition law

We continue to compete hard yet fairly, ensuring

compliance with applicable competition and

antitrust laws. The effectiveness of our processes

is overseen by the Board and the Executive

Committee. In 2024, we updated our Competition

Law Manual, introduced a new policy and issued

accompanying guidance. We provided focused

training to the Legal & Compliance teams and

certain at-risk groups. We also conducted business

reviews to ensure compliance.

Privacy and data protection

In 2024, we updated our privacy and data

protection policies and guidance across the

Group. We conduct appropriate data privacy

assessments for new or modified activities

thatpresent high or novel risks to individuals.

Ourupdated GDPR training was delivered to

globalemployees who process data of EU, UK,

and Swiss individuals, with specialist training

provided to targeted roles such as Legal, IT,

andHR.

Compliance is monitored through an annual Data

Privacy Compliance programme overseen by legal

leaders across the Group. Additional specialist

compliance forums have been established to

address privacy and data protection issues in

APACand German operations.

Tax transparency

In 2024, we made significant strides in enhancing

our compliance and tax transparency efforts

including a comprehensive refresh of the Corporate

Criminal Offence project at both Group and sector

level. We adhere to Senior Accounting Officer

(‘SAO’) rules, with an annual return submitted to

HMRC confirming the reliability of our accounting

processes for accurate tax returns and submit

Country-By-Country Reporting (‘CBCR’) to HMRC,

ensuring transparency in our tax practices. We

publicly share our tax strategy, reinforcing our

commitment to transparency.

Our Group Tax Policy, underpinned by our

Code, 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 135.

Ethical business conduct and

humanrights

We are dedicated to conducting business

ethically, in compliance with all relevant

legislation, and promoting human rights. We

maintain various HR and supplier management

policies and are updating these to align with the

Core Conventions of the International Labour

Organisation including the enhancement of a

minimum maternity leave period of 14 weeks.

Our Supply Chain Code outlines our

expectations that business partners, suppliers,

contractors, and those in our supply chains

adhere to our commitment to human rights,

including the prohibition of forced or involuntary

labour and modern slavery. In 2024, we

enhanced our supply chain policies and the

Supply Chain Code, approved by the Executive.

Training on the German Supply Chain Due

Diligence Act and related legal and internal

policies and requirements was provided to

Supply Chain and Procurement leads.

Training on modern slavery and human

trafficking is available to all employees and is

mandatory for those directly interacting with

oursupply chain. Our Modern Slavery & Human

Trafficking Statement and German Supply Chain

Due Diligence Act Policy Statement are available

on our website. They detail the steps we take to

combat modern slavery and human trafficking.

Our Responsible Minerals Sourcing SOP reaffirms

our commitment to sourcing minerals ethically

and sustainably, ensuring that tin, tungsten,

tantalum, gold, and cobalt are sourced with

respect for human rights.

Supplier engagement is crucial for a sustainable

supply chain. We have engaged with a third

party to assess suppliers for risk exposure and

product compliance. For more information,

seepage 62.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Creating a better world continued

Overview

Our people remain the cornerstone of our

growth strategy, driving IMI’s ambition to

engineer a better world. In 2024 we’ve made

significant progress in creating a culture that

engages, empowers, and unites everyone at IMI.

Guided by our core values – Always care, Be

curious, and Create impact – we introduced a

new brand, launched our refreshed Employee

Value Proposition (‘EVP’), enhanced wellbeing

initiatives, and deepened our commitment to

learning and development, all underpinned by

our sector-based structure.

SDGs

Sub targets: 3.9, 5.5, 8.7, 8.8

Key 2024 highlights

– New Employee Value Proposition: We

launched our updated EVP with three core

pillars – Nurture Your World, Thrive in Our

World, and Build a Better World – each

supported by new and refreshed global

policies. This aligns our benefits, wellbeing,

and development opportunities with what

matters most to our people.

– IMI Way Day: Our annual engagement day saw

record participation, with every site around the

world taking part in activities that were centred

around our new values. Employees engaged

inlocal community volunteering, shared

innovative projects, and participated in

wellbeing activities that reinforced our

commitment to health and safety.

– Embedding our new brand and values: In

February, we launched our new brand to unify

IMI’s identity and enhance market positioning

under the ‘One IMI’ approach. This streamlined

architecture improves both internal cohesion

andexternal recognition. Alongside the brand,

weintroduced our new core values, which guide

how we work and collaborate. These principles

have been reinforced through campaigns,

leadership communications, and workshops,

helping to embed them into the daily fabric of IMI.

Empowering

People

Key 2025 priorities

– Supporting growth and transformation: By

aligning our sector-focused structure with our

people strategy, we’re ensuring that our top

talent can take on roles where they make the

greatest impact. Cross-sector mobility and

exposure to diverse projects are key enablers

of our strategy, with many employees now

working in multi-functional teams that drive

our growth goals.

– Increasing employee engagement: Employee

engagement remains a cornerstone of our

people strategy. Our structured approach

involves regular town halls, targeted campaigns

on our internal communications platform, and

tools to gather and respond to feedback. In

2024, we saw a positive trend in our

engagement scores in the One Big Voice

survey, with 79% of employees reporting IMI as

‘a great place to work’, an improvement of two

points from the previous year.

– Enhancing employer brand: This year,

weenhanced our EVP in order to help us

deliver abest-in-class employee experience

that supports wellbeing and development.

Designed to attract and retain top talent, the

EVP introduces global minimum standards

alongside regionally tailored benefits. In 2025

we have the opportunity to build further on

our employer brand, reinforcing IMI as an

employer of choice and ensuring we are

positioned to attract the best talent in

themarket.

– Life events policy: Comprehensive paid

leave for significant milestones, such as

bereavement, parental leave and

pregnancy loss

– Caring leave: Flexible support for employees

managing family responsibilities, from

medical appointments to caregiving needs

– Sabbaticals policy: Up to 12 months of

unpaid leave for personal growth,

recharging, or pursuing passions

– Volunteering leave: One paid day annually to

support community initiatives and causes

– Referrals programme: Rewards for

employees who help strengthen our team

by referring top talent

IMI plc Annual Report 2024

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

Key risks and opportunities

– Risks: Attracting and retaining talent with the

required set of skills and experience in the

desired location remains a critical challenge,

particularly as IMI’s business model depends

on a high-calibre workforce. To address this,

we’ve intensified our focus on training and

development and flexible work policies,

ensuring that IMI remains an attractive

destination for top talent.

– Opportunities: Continued investment in talent

development ensures we’re preparing the next

generation of leaders. Additionally, digital

transformation through tools like our new

learning platform will empower employees to

build the skills needed for future innovation.

Our people strategy

IMI’s people strategy is rooted in the belief that

when our employees succeed, so does our

business. In 2024, the shift to a sector-focused

structure opened new avenues for collaboration,

skill-sharing, and innovation. Our values

areembedded across the business, shaping

howweapproach problems, connect with

customers, and support one another.

Attracting high-quality leaders and talent

across all levels

Attracting and retaining high-quality talent

isfundamental to delivering our growth

strategy.In2024, our focus has been on

buildinga leadership team that drives innovation,

operational excellence, and sector leadership.

The shift to a sector-focused structure has

established a strong, capable management layer

at the sector Managing Director level, bringing

sharper strategic focus and market expertise to

each of our five sectors. This ensures we can

respond to market needs with agility while

maintaining world-class customer service.

Our refreshed Employee Value Proposition has

further enhanced our ability to attract top-tier

talent. By aligning benefits and opportunities

with employee needs, we are creating a

compelling experience for new recruits and

fostering engagement across the organisation.

Targeted campaigns showcasing IMI’s innovative

culture and growth strategy have strengthened

our employer brand and we have seen an

increase in applications for critical leadership

roles this year.

Visibility: Matching talent with opportunity

To unlock the potential of our people, we have

embedded robust systems for tracking and

aligning talent across the business. Dynamic

dashboards provide real-time data on

succession planning, enabling leaders to identify

high-potential employees and match them with

roles where they can make the greatest impact.

Monthly sector executive meetings now feature

talent reviews as a standing agenda item,

fostering a continuous focus on talent

alignment. This, together with our new sector

structure, encourages greater internal talent

mobility and a real focus on development that

supports internal progression.

IMI, as a Global North organisation, faces a

significant opportunity to embrace inclusion

andembed itself within the communities it

serves in the Global South. By adopting a

mindset centred on understanding local

contexts and collaborating with clients to

address their unique challenges, IMI can position

itself as a trusted partner and problem-solver.

This approach involves actively engaging with

local cultures, listening to the needs of clients,

and integrating local perspectives into its

solutions. By doing so, IMI not only differentiates

itself but also becomes better equipped to

deliver impactful and sustainable outcomes.

Our annual Executive People Review ensures

thattop talent is visible at all levels. This year, we

extended visibility beyond leadership to include

Developing future leaders –

Luke Grant’s journey to CFO

At IMI, developing exceptional talent is central to

our success. Luke Grant, our newly appointed

Group Chief Financial Officer Designate*, is a

shining example of how we create opportunities

for individuals to grow through diverse

challenges and leadership development.

Luke started his IMI journey as Group Financial

Accountant, gaining critical early experience by

supporting the disposal of two divisions. From

there, he moved into his first management

roleas Chief Management Accountant, where

he completed management training and

implemented a global data reporting tool

thatisstill used today – an early marker

ofhisinnovative thinking.

Building operational and regional expertise,

Luke relocated to Germany to take on the role

of Financial Controller Operations, overseeing

11 European sites and gaining valuable insights

into our business at a local level. This led to his

first site Finance Director role for our Industrial

Automation facility in Alpen, Germany, where

he also took on responsibility for commercial

activities across the country.

Luke’s strategic leadership skills were further

developed when he became Group Financial

Controller, managing a larger team, leading the

audit tender process, and gaining Board exposure.

He also completed IMI’s leadership programmes at

Warwick Business School and IMD, ensuring he

had the skills to succeed at this elevated level.

The addition of Investor Relations to his

responsibilities further broadened his expertise,

providing his first experience in investor-facing

roles and the opportunity to complete a

Certificate in Investor Relations. Luke also

stepped in as interim Finance Director for one

of IMI’s sectors, further solidifying his ability to

lead in environments where quick analysis and

action were imperative.

Most recently, as VP Finance, Industrial

Automation, Luke has worked globally across

the business. He continues to invest in his

development, currently completing the

HarvardGeneral Management Program.

Luke’s promotion to Group CFO and Executive

Director of the Board, demonstrates how IMI’s

commitment to nurturing talent enables

individuals to thrive. Byexposing our people to

diverse challenges, investing in their development,

and empowering them to grow, we ensure our

leaders are ready to shape the future of IMI.

* Commencing in role from 1 August 2025.

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Additional InformationFinancial StatementsCorporate Governance

graduate and emerging talent, ensuring a clear

progression pipeline. We saw an increase in

internal promotions during the year, reflecting

our commitment to developing talent from within

and providing opportunities for growth across

theorganisation.

Building a strong leadership pipeline

Leadership development remains a cornerstone

of our people strategy, ensuring we have a

continual pipeline of leaders prepared and

ableto meet the challenges of tomorrow. Our

flagship leadership programme, delivered in

partnership with IMD Business School, has

nowseen 98 leaders (30% female) complete

theprogramme, equipping them with the

strategic and operational expertise needed

todrive IMI’s growth.

In addition, our Catalyst programme for high-

potential talent continues to deliver results,

withover 70% of participants achieving career

progression after completion. This year, we also

piloted a new management skills framework,

providing clarity on the key competencies

required to succeed as a manager at IMI. A pilot

group of 48 managers commenced training

during the year, starting with financial acumen –

a critical skillfor driving performance and growth.

Developing talent at every level

Our commitment to developing talent extends

beyond leadership, ensuring employees at

every level have the tools and opportunities to

thrive. In 2024, we welcomed 27 graduates to

our programme. From 2025, the programme

will evolve into a Future Leaders Programme,

aligning with our sector growth strategies and

preparing graduates for key leadership roles.

This year also saw the first cohort of 25

womencommence a 12-month development

programme for business supportprofessionals.

Finally, a new digital learning platform, launched

towards the end of the year, will transform the way

employees access and engage with learning

opportunities. This skill-based platform, accessible

via mobile and desktop, encourages collaborative

learning while providing managers with insights to

better understand and develop team capabilities.

Culture and engagement

Strategic communications

Strategic communication has been a central focus

in 2024, enabling IMI to reinforce its growth

strategy, values, and vision across the organisation.

Our leadership communications strategy has

created stronger links between the executive team

and employees, with initiatives such as monthly

updates to all site leaders and quarterly town halls

driving better alignment and engagement.

Feedback from the One Big Voice survey reflects

this impact, with the metric ‘My leader keeps me

up-to-date with important things happening across

IMI’ improving by seven points and now standing

ten points above external benchmarks at 77%.

The senior leadership conference in May

brought together 130 senior leaders to align

onstrategic growth priorities, share ideas, and

deepen connections. A graduate conference in

July provided 52 recent graduates with

opportunities tonetwork, gain leadership

insights, and develop key skills such as

commercial awarenessand persuasion.

Our internal communications platform remains

avital tool for connecting employees globally,

facilitating regular live updates, launching

campaigns, and leadership Q&A sessions.

Thousands of employees actively contribute to

discussions, share ideas and celebrate successes.

Campaigns aligned with key awareness days –

such as Women in Engineering and World Mental

Health Day – have amplified engagement, while

sector-specific updates help to improve

understanding of our business.

Growth Hub

The Growth Hub has played a transformative role

in shaping IMI’s culture, by embedding a growth

mindset across the organisation. Originally

launched as a platform for driving customer-

focused innovation, it has evolved into a

mechanism for fostering agility, problem-solving,

and entrepreneurial thinking in everyday work.

In2024, Growth Hub projects generated an

impressive £149m of orders in the year. Alumni

ofGrowth Hub projects have become role

models, applying its principles – such as the

‘failfast’ mindset and minimum viable product

methodology – to their broader roles. This cultural

shift is reflected in our One Big Voice survey,

where 85% of employees expressed a strong sense

of ownership and contribution to IMI’s growth.

IMI Way Day

IMI Way Day, a global event throughout the month

of June when every site takes one day out to

connect, hear about the business priorities and

give back to their local communities, continues to

be a cornerstone of our engagement efforts,

uniting employees globally around the new values

guiding our culture, with community volunteering.

This event continues to build on the shared sense

of belonging that defines our One IMI culture.

Wellbeing and mental health

Employee wellbeing is a core part of IMI’s culture,

and this year we introduced policies that support

mental, physical, financial, and social health.

Initiatives like manager-led wellbeing check-ins

and regular mindfulness sessions have had a

meaningful impact on employees, with many

noting an improved work-life balance. One Big

Voice results show a three point increase in overall

wellbeing where we are now five points ahead of

benchmark. Our Employee Assistance Programme

continues to offer essential resources, while new

policies on life events, flexible work, and mental

health are creating amore supportive workplace.

Equality

We have continued to integrate equality

intooperations and develop a culture where

everyone belongs. With an emphasis on Women,

Wellbeing, Health & Safety, Sustainability, and

LGBTQIA+ awareness, these initiatives have

reinforced our commitment to an inclusive and

caring workplace. We have seen continuing

success of our Employee Resource Groups

(‘ERGs’), having recently introduced a toolkit to

help employees establish and run ERGs, creating

an inclusive environment and encouraging

grassroots initiatives. Our Global Pride Network

hosted events across the Group, while the

Network of Women launched a mentorship

programme aimed at career development.

Women in leadership

Gender diversity remains a focus for IMI.

Thisyear, women in management rose to

24%,bringing us closer to our goal of 25%.

Development programmes like the WeQual

programme to support current and aspiring

female leaders are helping us identify and

develop talent at every level, from graduates to

senior management. As part of oursuccession

planning, female leaders are receiving tailored

coaching and mentorship, supporting our goal

of a diverse and inclusive leadership team.

Creating a better world continued

Gender mix across the Group*

As at 31 December 2024

Male Male % Female Female %

Board 5 50% 5 50%

Executive 3 60% 2 40%

Direct reports to Executive 16 73% 6 27%

Managers 1,307 76% 416 24%

All employees 7,211 70% 3,141 30%

* Includes agency workers and contractors.

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Gender pay gap

We are committed to creating an inclusive

working environment for all, including equal pay.

9.1%

mean gap

18.2%

median gap

We also report on our ethnicity pay gap.

For more information on Gender and

Ethnicity pay gaps, go to: imiplc.com/esg/

empowering-people

Health and Safety

Health and safety remains an uncompromising

priority. Safeguarding the wellbeing of

employees, contractors, and visitors is integral

to our Code of Conduct and implemented

through robust processes and the expertise of

dedicated professionals. In 2024, we continued

to drive improvements in our safety culture and

performance, reflecting our commitment to

global standards and our vision for an accident-

free workplace.

This year, our ‘Think Twice’ campaign played

apivotal role in reshaping our safety culture.

Originally launched to combat complacency and

encourage vigilance, the campaign has empowered

employees to take a more active role in risk

management. Through initiatives such as monthly

‘Toolbox Talks’ and hands-on hazard workshops,

we achieved a 7% increase in hazard reporting and

a 26% reduction in total incidents versus the prior

year. Employees across the organisation have

embraced a shared responsibility for safety, with

many stepping up as safety champions within

theirteams. The campaign’s success has been

recognised externally, winning the 2024 PRWeek

UK Awards for Internal Communications and

Employee Engagement. Building on this

momentum, the campaign will expand in 2025

toaddress safety in non-standard tasks, further

embedding proactive safety practices across IMI.

Aligned with our five-year HSE Excellence plan

launched in December 2020, we have made

substantial progress in embedding our

framework.This year, six sites achieved Certified

HSE Excellence, scoring over 85% within the

framework. This marks an important milestone

inour journey, with these sites setting a

benchmark for operational safety. Group-wide

hazard reporting also saw significant progress,

with 37,200 reports logged and a 92% closure rate

within 30 days, exceeding our 90% target. We

further strengthened our approach by introducing

a mandatory suite of HSE training modules, and

over 60,000 of these have been completed by our

employees, accounting for over 78,000 hours of

training. This programme will continue in 2025 to

ensure new starters and existing employees

remain up-to-date with safety best practices.

In terms of measurable safety performance,

wemade notable improvements. Our Total

Recordable Incident Frequency Rate (‘TRIFR’)

was 0.38 with no fatalities in 2024, which keeps

IMI firmly in the top quartile of the industry

sector and was a reduction against 0.44 in 2023.

We remain committed to supporting our newly

acquired sites adopting IMI’s rigorous safety

standards, which will contribute to further

reductions in these figures in the future.

Leadership oversight continues to be central to

our approach, with HSE performance reviewed

monthly by the Executive Committee and

regularly reported to the Board. This governance,

combined with ongoing investment in people,

processes, and initiatives such as ‘Think Twice,’

has reinforced our culture of vigilance and shared

responsibility. As we progress into 2025, our

focus remains on continuous improvement and

HSE excellence, with the ultimate goal of

achieving an accident-free workplace.

Community action

IMI’s commitment to sustainability shines

throughour initiatives, aligned with the UN

Sustainable Development Goals. In 2024,

employees spent over 9,500 hours volunteering,

including assisting food banks, cleaning up local

parks, and supporting education programmes.

Through our partnership with Save the Children,

we’ve extended our impact to tackle hunger and

improve education.

Our global volunteering leave policy empowers

employees to individually make a difference,

offering one day of paid leave annually to

support non-profit organisations aligned with

IMI’s values. This initiative ensures everyone can

actively contribute to shaping a better world in

their communities.

Together, these efforts demonstrate IMI’s

commitment to creating lasting, positive

change– both locally and globally.

In 2024, IMI strengthened its commitment to

empowering people by embedding new values,

enhancing leadership, and creating a culture of

engagement, inclusion, and growth. From

transforming talent development and wellbeing

to championing sustainability and innovation,

we ensured our people remain central to IMI’s

success. These initiatives reflect our ongoing

dedication to building a better world – one that

supports our people, our business, and the

communities we serve.

Embedding a growth mindset:

Growth Hub wins prestigious award

In 2024, IMI’s Growth Hub was awarded the

Change Management prize at the Personnel

Today Awards. Recognised for its transformative

impact on IMI’s culture, the Growth Hub was

praised for its ability to tackle core business

challenges, drive customer-focused solutions,

and foster organisational learning.

With hundreds of employees engaged in

Growth Hub projects generating £149m in

orders in 2024, the initiative has embedded a

growth mindset across IMI, equipping teams

with innovative tools and entrepreneurial

approaches. Judgescelebrated the Growth

Hub’s success inenabling cultural agility and

impactful problem-solving within IMI’s complex

engineering environment.

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Overview

Delivering sustainable solutions to our

customers is a crucial element of our

growthstrategy. By prioritising innovation in

newproducts and continuously improving

ourexisting portfolio, we are able to provide

high-quality solutions that effectively address

our customers’ challenges.

SDGs

Sub targets: 9.5, 11.6, 12.2, 13.2

Key 2024 highlights

– Continued product innovation and customer

collaboration

– Growth of our sustainable products such

asIMI VIVO

Key 2025 priorities

– Focus on material selection to improve

performance and reduce our environmental

impact

– Further EPD and Life Cycle Analysis for our

products, thus demonstrating to our

customers our environmental credentials

Risks and opportunities

– Product and quality compliance issues leading

to product recall, warranty issues, injury,

damage, the potential misleading of customers

or disruption to their business.

– We maintain lack of innovation as a principal

risk as failure to develop and commercialise

new products to address customers’ critical

problems could hinder our growth.

Collaborating with our customers and solving

their acute problems are essential for

accelerating profitable organic growth in

sustainable applications. For example, further

development of our products to support the

transition to cleaner and alternative fuels such

as hydrogen.

Sustainable

Solutions

Measuring performance

We collaborate with our customers from the

early design phase to deeply understand the

impact of our new products as they integrate

into their processes and equipment. By

assessing the impact of our products, we

develop strategies to improve performance and

increase efficiency before production begins.

We work closely with our customers to

optimiseproduct performance and minimise

environmental impact. These efforts not only

help by reducing waste but also lowering

greenhouse gas emissions associated with

producing new materials. We also innovate in

product design to enhance end-of-life recycling

methods, contributing to the circular economy.

We continue to enhance our product

sustainability assessment process and use tools

such as lifecycle analysis to inform how we can

improve performance whilst responding to

customer requirements. Customer satisfaction

and their interaction is key to ensuring our

products meet or exceed their requirements.

Making use of tools such as NPS helps us

achieve this.

In the Process Automation sector, we

collaborate closely with Engineering,

Procurement and Construction companies

(‘EPC’), licensors, and end-user customers to

ensure IMIproducts and system designs meet

their stringent process conditions, requirements,

and standards. This close cooperation ensures

that our solutions are perfectly tailored to our

customers’ needs.

Operational excellence

Our primary goal across all operations is to

consistently deliver products on time with

industry-leading quality. This commitment

extends to our supply chain, where we

emphasise minimising environmental impact.

For new product sourcing, we consider the

carbon emissions associated with transportation

of components to our sites.

Creating a better world continued

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

IMI plc Annual Report 2024

Supporting our dedication to product quality, 47

out of our 49 manufacturing locations (96%) are

ISO9001 Quality Management certified, and we

aim to increase this number further.

In our factories, we regularly review the industry-

recognised ‘seven wastes’ in lean manufacturing

processes to enhance operational efficiency.

Thisapproach helps us maintain high standards

for timely and quality product delivery while

prioritising efficiency throughout our

supplychain.

Our commitment to operational excellence

ensures our products meet the highest

standards and tolerances. We actively involve

our employees in driving improvements in

quality, lead time reduction, raw material usage,

production overheads, inventory reduction,

andequipment utilisation. By employing lean

methodology and a continuous improvement

financial tracker tool, we assess and monitor

thefinancial impact of these enhancements.

Reducing machine downtime boosts

utilisationand reduces the need for replacement

equipment. Internal excellence is a key focus,

helping us minimise resource usage and

enhance overall plant efficiency. We strive for

exceptional equipment performance through

regular checks, preventative and predictive

maintenance, and follow-up actions to

minimisebreakdowns and downtime.

Product stewardship

In our Transport sector, we adhere to

established automotive procedures like

Advanced Product Quality Planning (‘APQP’) to

ensure we launch robust products on time and

meet customer expectations. We enhance these

procedures by integrating sustainability tools,

checklists, and stage gates into the process. This

integration encourages our teams to consider

the environmental impact of our products and

processes daily. Embedding sustainability into

our routines helps us meet industry standards

for product quality and launch timelines.

We design our products to meet the exacting

standards required by design codes and

customer specifications. To achieve this, our

engineers carefully review and select the best

materials. While this often involves using very

specialised materials, it is done to ensure the

long design life of our products. This careful

selection of materials ensures that products,

such as valve bodies, are not removed and

replaced unnecessarily but can be used for

thelife of the asset. By designing to high

specifications, we ensure that the lifecycle

oftheproduct has the lowest possible

impacton the environment.

Supply chain management (upstream)

At IMI, supply chain sustainability encompasses

our entire operational footprint, from start to

finish. In the new product design phase, our

engineering process now includes sustainability

and product compliance criteria, ensuring

products are created with sustainability in mind.

Our supplier selection process also ensures that

suppliers share IMI’s ethical values. This year,

wehave strengthened our selection criteria to

demand greater supply chain visibility from

oursuppliers.

We continue to work with our suppliers to

ensure that all conflict minerals are responsibly

sourced, in line with our Responsible Minerals

Sourcing policy. We have exit plans for any

suppliers who cannot meet our growing

Sustainabilitydemands.

Additional steps to improve the sustainability

ofour supply chain include enhancing our

greenhouse gas monitoring capabilities (Scope

3). We continue to make use of CO

emission

calculations and life cycle assessments in the

early stages of design where appropriate. We

arealso collaborating with selected suppliers to

reduce the carbon footprint of our products by

using cleaner energy sources and optimising

manufacturing processes. As a business, IMI

engages with key customers to support their

own sustainability commitments.

Integrated Valve Actuator Control

(‘IVAC’)cylinders

These cylinders are designed to reduce

energy consumption, lower operating

costs, and improve overall efficiency.

Thekey features include integrated valves,

sensors, and flow controls, which simplify

installation and maintenance while

enhancing machine aesthetics.

The IVAC cylinders are modular and can

beretrofitted into existing systems, making

them versatile for a variety of applications.

They are available in different configurations

to suit specific needs, such as the Cleanline

version for rapid washdown in hygienic

environments and the industrial version

forharsher operating environments.

Overall, the IVAC cylinders represent

asignificant advancement in pneumatic

control technology, offering substantial

energy and cost savings while supporting

sustainable business practices.

Exhaust brake valve

A prime example of our focus on solving

customer problems is the development

ofour Air Valve Unit within our Transport

sector. This innovative device senses when

a commercial vehicle is braking and then

controls the actuator responsible for the

amount of air entering the combustion

chamber of an engine. By minimising the

air inlet, this provides exhaust braking to

the engine, enabling shorter braking

distances, thus improving safety.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Creating a better world continued

We are dedicated to reducing our carbon

footprint and environmental impact through

global initiatives aimed at enhancing site

efficiency, sharing best practices, and committing

to year-on-year reductions. In 2024, we planned,

progressed, or completed environmental

initiatives targeting energy, water, waste,

single-use plastic, hazardous material, renewable

energy generation, and heat recovery.

We monitor and report our environmental

performance at monthly Executive Committee

meetings, ensuring a focus on continuous

improvement. Our ambitious goal is to halve our

intensity by 2030, using 2019 Scope 1 & 2

GHG emissions as our baseline.

SDGs

Sub targets: 13.2

Key 2024 highlights

– Scope 1 & 2 absolute emissions reduced

by36% since 2019

– Non-recycled hazardous waste reduced

by38% since 2022

Key 2025 priorities

– Decarbonising our sites and operations

– Reducing our water withdrawal and non-

recycled hazardous waste

– Supply chain management

Climate

Action

Risks and opportunities

– Physical climate risks and failure to adapt

toclimate change. More information can

befound on page 209.

– 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.

Our approach

We have dedicated sustainability leads, and

every manufacturing site has an Environmental

Champion. This consistent approach helps us

develop and share sustainability best practices

across IMI, collate project plans, and monitor

performance. We share our initiatives via our

internal communications platform.

Water

Although water management is not a material

risk or opportunity for us we recognise the

importance of water as a global, shared

resource. A number of our sites are in water-

stressed regions, and we are committed to

reducing our water impact. All locations collect

and report water data according to our global

reporting environmental Standard Operating

Procedure (‘SOP’). Where appropriate, sites have

water management plans. Most sites use water

for domestic purposes only, but where it is used

in manufacturing, we strive for efficiency

through various initiatives.

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

IMI plc Annual Report 2024

Since 2020, we have reduced absolute water

usage by 15%. Our water intensity was 10.8m³

per 1,000 hours worked in 2020, and we aim to

reduce this metric by 10% by 2030 (to 9.7m³ per

1,000 hours worked or below). By the end of

2024, water intensity was 9.0m³ per 1,000 hours

worked. We will review our usage in 2025 and

revise our target if necessary. We support the

CDP Water Security disclosure, which we

complete annually, and in 2024, our score

increased to B-.

Air emissions

Similar to water, air emissions are not deemed

amaterial risk or opportunity for us but as a

responsible manufacturer, the management

ofair emissions is a part of our environmental

management system. We operate within

variousenvironmental regulatory frameworks

worldwide. Environmental performance is

managed through the IMI HSE framework,

which requires identification of applicable

national legislation for each site. We quantify

site-specific emission characteristics to ensure

compliance with regulations. Site leaders are

responsible for compliance with local legal

requirements, including monitoring and

reporting emissions related to air, water, and

waste production. We plan to create an air

emission inventory for all sites and review

information on emission reduction targets,

emissions relating towater, and waste

production. We have developed a process to

gather this information as part of a global

reporting mechanism to enhance our reporting

activity.

Waste management

We are committed to reducing our

environmental impact, particularly in non-

recycled hazardous waste. We reduced

non-recycled hazardous waste from 387 tonnes

in 2022 to 239 tonnes in 2024, a 38% reduction,

and aim for a 50% reduction by 2030 versus the

2022 base year. We will continue to report

non-recycled hazardous waste and include

other waste categories in future reporting

cycles, aiming to reduce landfill waste and

increase recycling.

Decarbonising plans

We place significant focus on decarbonising our

operations. We have solar panels at 17 locations,

generating 6,082 MWh of renewable energy in

2024 (up from 2,706 MWh in 2023). To support

our environmental commitment, 24 of our

49 manufacturing facilities are ISO 14001

certified, and 4 are ISO 50001 certified. We

alsopurchased renewable energy certificates

covering 89% of our electricity consumption

(versus 75% in 2023). We will continue investing

in renewable energy in 2025, demonstrating our

commitment to a better world.

Environmental reporting

Our CO

emissions are decreasing in line

withour continuous improvement culture

andoperational investments. We support

anddisclose to CDP Climate, outlining our risk

management approach to climate change and

emissions performance. Our CDP Climate

Change disclosure remained at a grade B in

2024. We will review CDP score reports for

water security and climate change with the

IMIsustainability strategy to improve our

environmental performance. Our commitment

reflects our progress in sustainability, including

evaluating Scope 3 emissions and calculating

avoided emissions for select products.

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 2024 –

31December 2024

Prior reporting year

1 January 2023 –

31December 2023

Location UK Global UK Global

Scope 1 and 2

Emissions – tCO

Scope 1 – Natural Gas Usage 390 6,071 413 5,990

Scope 1 – Diesel Usage On-site – 60 – 94

Scope 1 – Diesel Usage CompanyVehicles 62 2,474 85 2,461

Scope 1 – Fuel Oil Usage – 630 – 654

Scope 1 – Petrol Usage CompanyVehicles – 569 – 684

Scope 1 – Liquefied Petroleum GasUsage 5 547 6 557

Scope 1 – Combined Heat and Power Usage – – – –

Scope 1 – Refrigerants 48 184 0 167

Scope 1 – Total 505 10,535 504 10,607

Scope 2 – Location-based 1,330 26,458 1,558 27,997

Total (Scopes 1 and 2) 1,835 36,993 2,062 38,604

Consumption – kWh

Scope 1 – Total 2,400,314 50,503,400 2,622,121 50,755,902

Scope 2 – Total 6,425,783 91,426,052 7,523,812 94,798,807

Total (Scopes 1 and 2) 8,826,097 141,929,452 10,145,933 145,554,709

Hours Worked 1,692,019 19,166,292 1,887,694 19,456,641

Intensity ratio: tCO

e (grossScope 1 and 2)

per1,000hours worked 1.08 1.93 1.09 1.98

Scope 1, 2 and 3

Emissions – tCO

Scope 3 – Car Travel 135 720 157 783

Total (Scope 1, 2 and 3) – tCO

e 1,970 37,713 2,220 39,387

Consumption – kWh

Scope 3 – Total 560,925 2,983,549 648,755 3,228,597

Total (Scope 1, 2 and 3) – kWh 9,387,022 144,913,001 10,794,688 148,783,306

Intensity ratio: tCO

e (grossScope 1, 2 and3)

per1,000 hours worked 1.16 1.97 1.18 2.02

Scope 2 – Market-based – tCO

e 99 3,542 96 3,391

Note that this data excludes the recent acquisition of TWTG. We will include TWTG’s figures in our

next update (2025).

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

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

e has continued

to improve. On a like-for-like basis, we achieved

our target to keep emissions below 2019 levels

for 2024. 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 2024

total:our direct Scope 1 emissions of tCO

(inessence gas, diesel and fuel oil consumed)

amounted to 10,535 tonnes; and our indirect

Scope 2 emissions of tCO

e (in essence the

emissions generated on our behalf to provide

our electricity) amounted to 26,458 tonnes.

Theemissions total represents a 36% reduction

compared to 2019 for Scope 1 & 2.

We report the intensity metric of gross tCO

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 emissions

versus our factory production activity. Our 2024

intensity ratio based on Scope 1 & 2 emissions

is1.93 tCO

e per 1,000 hours worked. This

compares to our 2019 baseline of 2.78 tCO

e per

1,000 hours worked. We are on track to achieve

our target of 1.39 tCO

e per 1,000 hours worked

(50% of the 2019 baseline intensity) by 2030.

Scope 3 emissions

Our 2024 Scope 3 assessment has been

conducted using a combination of volume data,

spend data, and standard estimation techniques.

Recognising the importance of data accuracy,

we have been working to improve data quality

and collection. Our assessment follows

methodologies specified by the Greenhouse

Gas Protocol and the UK’s Environmental

Reporting Guidelines. Enhancing our data and

disclosure involves collaboration with suppliers

and a focused approach from our supply

chainteams.

Our Scope 3 inventory was calculated using

theGreenhouse Gas Protocol Corporate Value

Chain (Scope 3) Standard. Categories 8, 10,

and13-15 are not applicable to us and were

notquantified. This inventory has not been

externally verified, but we plan to address this in

2025. The largest Scope 3 category is purchased

goods and services, accounting for 77% of total

Scope 3 emissions.

In addition to our Scope 1 & 2 targets, we

havecommitted to a 25% reduction in Scope 3

emissions by 2030, which has been approved

bythe SBTi. We continue to focus on

understanding product emissions, materials

traceability, and supplier engagement. Product

innovation and improving our efficiency remain

key areas for us.

The Scope 3 table excludes data from the TWTG

acquisition. This will be included in our next

update (2025).

Creating a better world continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Category Category name Methodology followed

Total GHG emissions tCO

2024 2023 2022

1 Purchased goods andservices Average data based for key input materials.

Spend-based for all other purchases 401,590 388,760 393,716

2 Capital goods Spend-based

20,466 20,346

20,946

3 Fuel- and energy-relatedactivities Based on actual consumption offuels andelectricity

9,423 9,891 11,079

4 Upstream transportation anddistribution total Estimated from transport distances andshipment weights

27,919 43,936 42,050

5 Waste generated inoperations Based on waste disposal quantities with assumptions onwaste type and disposal route

1,208 1,985 1,163

6 Business travel Emissions based on actual journeys anddistance

15,524 15,268

9,759

7 Employee commuting Estimated from employee numbers, with assumptions oftravel distances and modes

12,600 13,056 15,960

8 Upstream leasedassets Not applicable

– –

–

9 Downstream transportation anddistribution Approximated from salesvolumes

13,960 21,968 21,025

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) 15,231 11,995 13,046

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 533 2,171 1,217

13 Downstream leased assets Not applicable

– –

–

14 Franchises Not applicable

– –

–

15 Investments Not applicable

– –

–

Total 518,454 529,376 529,961

TCFD and Climate Transition Plan reporting

We recognise the scale of the climate change imperative, which presents both risks and opportunities

for our growth strategy and transition in line with our SBTi commitments. Our growth is driven by

ourability to innovate, helping our customers and their end markets reduce their carbon footprint.

Wehave set ambitious targets and received approval from the SBTi in 2024.

We are actively working to improve our climate-related disclosures, including providing additional

information on our website, www.imiplc.com. See pages 44 to 47 Responsible Business section for

details on our Responsible Reporting plans related to ISSB and CDP. For example, we have mapped

our Global Reporting Initiative (‘GRI’) disclosures against the DMA material outputs that include the

climate-related risks and opportunities.

In accordance with the requirements of LR 6.6.6R(8) (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.

Following the output of our DMA and our review of complementary emerging climate-related

standards and frameworks, we are developing a comprehensive climate transition plan. This plan

builds on our existing climate commitments whileincorporating recommendations from the UK

Transition Plan Taskforce (‘TPT’) Disclosure Framework and IFRS S2 requirements. We take reaching

net zero, as per our approved SBTi targets, very seriously and this important workstream will be used

to drive our focus inthisarea. Our transition planning approach focuses on:

– Detailed emissions reduction pathways

– Technology, energy and product solution investment roadmaps

– Capital allocation strategies

– Supply chain engagement

– Climate-related risk management

The plan’s development integrates our TCFD stakeholder input, scenario analysis, and financial

materiality assessments to ensure robustness and credibility, as we prepare for anticipated UK

regulatory requirements regarding transition plan disclosures.

This structured approach supports our net zero commitments while maintaining transparency on

our decarbonisation journey. We will continue enhancing our disclosures as reporting frameworks

evolve into 2025 and stakeholder expectations advance.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures

Governance

a) Describe the Board’s oversight of climate-related opportunities and risks

How we comply The Board holds ultimate responsibility for IMI’s Sustainability agenda, encompassing:

– Establishing our ‘Creating a Better World’ strategy and reviewing and approving the Sustainability framework, strategy, and priorities.

– Assessing and continuously monitoring the Company’s Sustainability climate-related opportunities, risks, and risk appetite.

– Scanning the horizon for emerging climate-related risks.

– Regularly reviewing the materiality of climate-related risks and their impact on financial statements.

– Receiving updates on Sustainability milestones from the Better World team, including progress against targets and goals on reducing water, waste, and GHG emissions,

andfeedback from the Investor Relations team on Sustainability expectations from shareholders and rating agencies.

– Ensuring the Remuneration Committee includes CO

intensity reduction as a core part of IMI’s incentive plans, and the Audit Committee reviews regulatory guidance to maintain

compliance with Sustainability reporting.

– Establishing a Board level Sustainability Committee to oversee the development and execution of our Sustainability strategy approved by the Board.

Thomas Thune Andersen chairs our Sustainability Committee and he brings extensive Sustainability experience to this role. The Committee’s responsibility is to consider

stakeholder perspectives and drive IMI’s Sustainability agenda for Climate Action and Sustainable Solutions pillars, and Responsible Business elements. Sustainability competence

and experience are key criteria for non-executive director appointments. The Board receives updates on the work of the Sustainability Committee following each meeting.

Progress made in 2024 Thomas Thune Andersen (when he was non-executive director responsible for ESG) was interviewed as part of the stakeholder engagement process feeding into the DMA.

Each director has specific measurable Sustainability targets built into their strategic and personal objectives such as progress against our near-term Scope 1, 2 and 3 targets and

our water and waste metrics.

Review of targets and progress by the Board.

During 2024 we established our Sustainability Committee to provide key focus on our Climate Action and Sustainable Solutions pillars.

Further improvement We will continue to enhance 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 Sustainability 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.

Creating a better world continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures continued

Governance continued

b) Describe management’s role in assessing and managing risks and opportunities

How we comply The execution of our Sustainability strategy is delegated to the Chief Executive Officer, supported by the Executive Committee. The IMI Executive Committee are updated

onclimate-related issues by the Head of Sustainability, who chairs the management-level Better World Committee, sub-committees, and third-party consultancy Ricardo.

TheExecutive Committee monitors and reviews Sustainability progress, climate-related risk management processes, and bi-annually analyses the Group’s risk profile, including

data and actions taken. The Executive Committee continues to review and support:

– All Sustainability achievements and targets for inclusion in the Annual Report and other external reporting such as GRI Index

– The Sustainability strategy and proposals to the Sustainability Committee and Board, where appropriate

– Updates on the latest climate-related reporting requirements and monitoring of our external Sustainability rankings (e.g. CDP, MSCI, etc.)

– Scope 3 work, including the assessment of emissions, reduction plans, and target setting

– Approaches to health and safety, employee development, inclusion and diversity, talent management, and cross-functional collaboration to promote innovation, specialised

skills, and knowledge essential for the net zero transition and long-term organisational resilience.

Daniel Shook, Chief Financial Officer, has designated responsibility for executive sponsorship of the Better World team.

Progress made in 2024 The Board and the Executive Committee review climate-related risks and opportunities at least twice a year as part of a wide review of Sustainability matters.

The output from our DMA process and 146 impacts, risks and opportunities has been presented to the Board and Executive Committee for review and validation and the outcomes

incorporated into our risk register.

Further improvement The Executive Committee will continue to enhance its knowledge and understanding of climate-related opportunities, risks, and their financial impacts through regular

governance processes, as detailed in the Corporate Governance Framework. We are evolving our Governance Framework for managing and overseeing Sustainability matters,

building on our progress to date. Key strategic actions for both the near- and long-term have been identified to effectively manage these risks and opportunities. Assigning

responsibility to relevant teams will ensure resiliency measures are tracked and implemented accordingly.

More information on

governance

Read more on page 84

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures continued

Strategy

a) Describe the climate-related opportunities and risks the organisation has identified over the short-, medium- and long-term

How we comply The climate-related materiality assessment, conducted in 2023, identified 45 risks and opportunities, each scored based on IMI’s business sensitivity and adaptive capacity. The

analysis classified 19 of these as climate-material to IMI. These 19 climate-material risks and opportunities were grouped into priority focus areas, consistent with the TCFD

categories and IMI’s Sustainability strategy, including:

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)

For more information on the risk and opportunity definitions, see the strategy scenario section pages 203 to 209. Transition risks and opportunities were considered over the

following time frames: short-term (now-2030), medium-term (2030-2040), and long-term (2040+). Physical risks were considered over longer time frames: short-term (2021-

2040), medium- to long-term (2041-2060), and very long-term (2061-2100). These time frames were considered with reference to the scenarios selected on page 204.

To capture all of IMI’s global operations, the process for identifying and managing risks and opportunities involves the participation of management and their teams at operating

sites and across platforms in different geographies.

Progress made in 2024 In 2024, we added to our process for identifying climate-related opportunities and risks by incorporating the outcomes of our DMA review into our emerging risk register.

Seepage45 for more details on the DMA process.

Further improvement In line with TCFD best practices, we will review our risks and opportunities at least annually to ensure these are considered and, where possible, directly integrated into our Group

Risk Management Framework.

b) Describe the impact of climate-related opportunities and risks on the organisation’s business strategy and financial planning

How we comply We identified that climate-related opportunities and risks will impact our business strategy and financial planning. Where possible, we have provided financial and business

assessments of these material risks and opportunities. Three specific risks and opportunities underwent detailed quantitative financial assessment:

Opportunities:

– Increased product demand

– Long-term project investments (operations)

– Growth in hydrogen solutions

Risks:

– Oil & gas market exposure

Key outputs are presented as changes compared to a reference scenario over the 2030 and 2050 timeframes. See page 205 for more details.

Progress made in 2024 We continue to use the work conducted in 2023 regarding the financial modelling of our climate-related scenarios see page 204.

We have put steps in place to monitor the impacts of Carbon Border Adjustment Mechanism (‘CBAM’) and the upcoming financial impacts of this and other governance-related

impacts on the business (also highlighted through our DMA process).

The emergence of plastic packaging tax in countries within the EU has enabled us to make better choices when it comes to shipping products to customers and is something we

continue to monitor.

To mitigate supply chain disruption risks from water shortages, our supply chain teams are securing dual sourcing of key components and prioritising customer status through

framework agreements with Tier 1 suppliers.

Further improvement We will continue to improve on our 2023 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 adaptation planning to improve resiliency in line with our

SBTi and Climate Action targets. This work has started in 2024 but will be evaluated in 2025 through a refresh of the IMI decarbonisation strategy to phase in a more robust

implementation plan. We will also evaluate the indirect costs of carbon by business to inform procurement strategy resilience.

Creating a better world continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures continued

Strategy continued

c) Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario

How we comply With support from Ricardo, our third-party consultants, we conducted a climate scenario analysis study across four wide-ranging scenarios to examine impacts over long-term

time horizons (see page 204). To address both transitional and physical risks and opportunities, we selected two scientifically recognised organisations, the IEA and IPCC, to assess

our business impact and resiliency under different hypothetical futures. In total, four scenarios were selected, with two from each organisation (see page 204 for more details on

the selection process).

We acknowledge the importance of fostering resilience when faced 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 from rapid technological, regulatory, and behavioural changes. Our market-led innovation, sustainable

investment, clear-sighted strategy, and excellent stakeholder management continue to strengthen our resiliency response to mitigate climate-related risks while capitalising

on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 third-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.

Progress made in 2024 To align with best practices, our ambition is to renew our detailed comprehensive climate scenario analysis every three years as required by the UK Listing Rules, unless there is a

significant change to the business or external change related to identified risks and opportunities that requires an update sooner. Our last scenario analysis was conducted in 2023

and was approved by the Board in February 2024 and disclosed in the 2023 Annual Report. Our later DMA process provided useful validation of this process as we held a focus

group to assess the scoring and impacts within our value chain. No substantial changes in the climate-related risks and opportunities assessed in 2023 were identified through the

DMA. Our next planned date for a full climate scenario analysis will be in 2026. We intend to continue to review our climate-related risks and opportunities annually through our

risk management process, adjusting any financial impacts based on the latest data and drive progress on our resiliency actions in line with our targets and goals.

Further improvement To align with TCFD and IFRS S2 best practices, we will renew our scenario analysis every three years to ensure we provide the most up-to-date and relevant information, unless a

significant change to the business or external environment warrants a quicker refresh. We will continue to drive our process for resiliency action ownership in line with our Climate

Action targets and goals across the organisation.

More information on

governance

Read more relating to the strategy in our scenario analysis section on pages 203 to 209

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures continued

Risk management

a) Describe the organisation’s processes for identifying and assessing climate-related risks

How we comply Climate-related risks are considered as part of our group risk management process and through our Better World agenda. These risks, identified and reviewed by the sectors and

functions, supported by risk champions, map to several principal risks and are included in annual risk management presentations to the Executive and the Board. We maintain

natural phenomena and climate change as a principal risk which covers business disruption relating to natural disasters, extreme weather events, physical risks from climate

change, and the risk of failing to adapt to climate change. Climate change is a feature of the following principal risks:

– Ethics, compliance and governance

– Talent and engagement

– Lack of innovation

– Failure to manage the supply chain

Climate-material risks and opportunities were grouped under Priority Focus Areas before conducting the climate scenario analysis. A financial overlay identified a subset of these as

financially material, assigning a lower and upper business revenue exposure range over the near-term five-year timeframe.

Progress made in 2024 We continue to build on the work conducted in 2023 on assessing our climate-related risks and opportunities and have incorporated the additional outcomes of our DMA process

in 2024 into our risk register.

Further improvement We will continue to monitor and assess the risks and opportunities that were not deemed financially material in this year’s assessment, as they may become significant in the future

due to new developments in our business or market conditions. We will maintain a comprehensive global regulatory review and gap analysis of current and emerging climate-

related risks to identify those relevant to IMI’s assets, supply chain, value chain stakeholders, and products and services.

In early 2025, we plan to use the results of our Double Materiality Assessment to help fill any gaps in our processes.

b) Describe the organisation’s processes for managing climate-related risks

How we comply To enhance the Board’s strategy resilience through the lens of climate change, the comprehensive analysis of climate risks and opportunities for IMI prepared in 2023 using the

TCFD framework is maintained and referenced when preparing strategic plans for Board review (see page 203).

Our engineering and procurement teams are continuously reviewing product components, obtaining certifications for more sustainable materials, and refining sourcing policies

toensure good availability and pricing.

Production and supply chain teams are diligently assessing product compliance with new regulations and exploring alternatives for various components, such as reducing lead

content in brass. Across our sectors, we have selected suppliers to investigate sustainability topics, including climate impact, human trafficking and slavery, organisational

commitment, and labour rights, in collaboration with our third-party compliance partner.

Progress made in 2024 Key climate related risks and opportunities are reviewed and discussed at our sector operating performance reviews. Climate risks are assessed by sector leadership teams before

being presented to the Executive Committee for review and inclusion in the wider risk register.

Further improvement To increase resilience and mitigate climate-related risks, we continue to execute our strategy by focusing investments into more resilient, low-carbon markets. These markets

provide solutions to support the transition and mitigate the long-term effects of climate change through innovation and technology transfer. This strategy includes both organic

and inorganic growth investments, guided by our Product Sustainability Assessment.

We will also continue to collaborate with our risk champions to ensure focus and accountability in addressing these risks and opportunities.

c) Describe how processes for identifying, assessing, and managing climate-related risks are integrated into the organisation’s overall risk management

How we comply Climate-related risks are identified and reviewed by sector or functional teams as relevant, supported by relevant risk champions. The most important inform our Group and

principal risks. These are included in risk management presentations to the Executive Committee and the Board. During 2024, we conducted a mapping exercise to integrate,

match, and overlay the resulting climate-related material risks in the principal risk register.

Progress made in 2024 We are improving our systems for identifying, monitoring, and assessing climate-related emerging issues. This will help us regularly update our Sustainability Committee and Board.

Further improvement We have begun evaluating our portfolio in alignment with the EU Taxonomy classification for climate mitigation and adaptation, with plans for further updates.

More information on

governance

See Risk management on page 65

Creating a better world continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

TCFD disclosures continued

Metrics and Targets

a) Disclose the metrics used by the organisation to assess climate-related opportunities and risks in line with its strategy and risk management process

How we comply Our purpose is Breakthrough engineering for a better world, where we are dedicated to meeting customer needs. We are committed to ambitious, science-based climate targets,

focusing on reducing emissions and minimising our environmental impact. To achieve these goals, we have established several climate-related metrics aimed at cutting greenhouse

gas emissions, water usage, and waste (see page 43). In addition, our Scope 1 & 2 reduction targets feature within our Executive Remuneration structure (see page 107).

We are proud to announce that our Scope 1 & 2 greenhouse gas emissions have been verified by a third-party consultancy according to ISO Standard ISO 14064-3, underscoring

our commitment to transparency and accountability.

Progress made in 2024 While we have considered various metrics for climate-related risks, we believe the metrics and targets on page 43 clearly demonstrate our commitment to mitigating these risks.

Additionally, our sustainability-linked revolving credit facility includes three key metrics: Scope 1 & 2 CO

intensity, water intensity, and women in management. We have also

received approval for our Scope 1, 2 and 3 near-term and net zero climate targets from the SBTi.

Further improvement We will continue to evaluate options to develop an internal carbon price, to guide investment decisions and capital allocation, including consideration of the financial impact of

potential carbon regulations e.g. EU CBAM. Recognising the importance of an internal carbon price as a forward-looking metric, we plan to incorporate this into our net zero and

transition plan workstream in 2025. This will help us better manage climate-related transition risks and opportunities.

b) Disclose Scope 1, Scope 2, and if appropriate, Scope 3 emissions, and the related risks

How we comply Details of our achievements against our climate-related targets, including CO

intensity, can be found in the ‘Creating a Better World’ section of this Annual Report (see page 43).

We complete our Scope 1 & 2 calculations annually, verified according to ISO Standard ISO 14064-3. Additionally, we conduct Scope 3 calculations and plan to have these verified.

We follow the Defra Environmental Reporting Guidelines (2019) and the Greenhouse Gas Protocol: A Corporate Accounting and Reporting Standard (Revised Edition). Historical

periods are included to allow for trend analysis.

Progress made in 2024 We have worked with third-party Ricardo to calculate our Scope 1, 2 and 3 emissions.

Further improvement We continue to strive to improve the quality of our Scope 3 analysis and data.

c) Describe the targets used by the organisation to manage climate-related opportunities and risks and performance against targets

How we comply Our purpose drives our strategy and ambition, including our targets which have been approved by the Science Based Targets initiative (‘SBTi’):

– Halve our total Scope 1 & 2 CO

intensity by 2030 (based on a 2019 baseline) and achieve net zero for these emissions by 2040

– Reduce Scope 3 emissions by 25% by 2030 and reach net zero by 2050 (SBTi approved)

– Reduce water intensity (m³ per 1,000 hours worked) by 10% by 2030 (compared to 2020) – see our website for current and historic data

– Cut non-recycled hazardous waste by 50% by 2030 (compared to 2022)

– Reduce absolute market-based Scope 1 & 2 emissions by 67.2% by 2030 from a 2019 baseline of 39,009tCO

e (SBTi approved). See our website for current and historical figures.

Progress made in 2024 We have achieved approval from the SBTi over our climate reduction targets both near-term and net zero for Scopes 1, 2 and 3.

We have integrated our Climate Action strategy output, including our updated assessment of climate-related opportunities and risks, into a draft comprehensive Climate Transition

Plan which we continue to develop and will complete in 2025.

Further improvement Continue to expand Scope 3 verification.

Advance a Climate Transition plan in line with the TPT framework in 2025 and report appropriately.

Continue to expand and develop carbon emission reporting by product.

More information on

governance

See SECR table page 55, Sustainability at a glance pages 42 and 43

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Non-financial and sustainability information statement

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page 5

Non-financial KPIs on page 15

Stakeholder engagement information

onpages 34 to 39 and 89 to 90

Our sustainability reporting on pages 40

to63 and 203 to 210

Task Force on Climate-related Financial

Disclosures on pages 58 to 63

Principal risks and uncertainties on pages

67to 71

Viability statement and going concern

onpages 72 and 73

Onpages 58 to 63 and 203 to 210 we have

continued toprovidedisclosures aligned to the

TCFD recommendations and recommended

disclosures. These disclosures also meet the

mandatory Climate-related Financial Disclosures

requirements and form part ofthisnon-financial

and sustainability information statement.

Reporting

requirement

Environmental

matters Employees Social matters

Respect for

humanrights

Anti-bribery and

anti-corruption matters

Relevant policies

and documents

HSE Excellence

Framework

Programme and

Group HSE Policy

Code of Conduct*

Inclusion & Diversity

Policy*

Global Speaking

Uppolicy

Gender and Ethnicity

Pay Report*

HSE Excellence

Framework

Programme and

Group HSE Policy

Global Menopause

Policy

Supply Chain Code

of Conduct*

Group HSE Policy

Code of Conduct*

Supply Chain

Onboarding Policy

Code of Conduct*

Modern Slavery and

Human Trafficking

Statement*

Supply Chain Code

ofConduct*

Supply Chain

Onboarding Policy

Global Speaking

UpPolicy

IMI Germany Holding

B.V. & Co. KGSupply

Chain Due Diligence

Act Policy Statement*

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 and sanctions

(12) Doing the right thing and

speaking up

(13) Fraud detection

andinvestigation

Principal risks

relating to these

matters (pages 67

to 71)

Natural phenomena

and climate change

Ethics, compliance

andgovernance

Talent and culture

Ethics, compliance

andgovernance

Product failure and

non-compliance

Ethics, compliance

andgovernance

Failure to manage

the supply chain

Talent and culture

Ethics, compliance

andgovernance

Failure to manage

thesupply chain

Ethics, compliance and governance

Further

information on the

outcome of these

policies

Task Force on

Climate-related

Financial

Disclosures on

pages 58to 63

Empowering

People section on

pages 48 to51 and

Responsible

Business section

onpages 44 to 47

Our Sustainability

reporting on

pages 40 to 63

and Responsible

Business section

on pages 44 to 47

Our Sustainability

reporting on pages

40 to 63 and

Responsible

Business section

onpages 44 to 47

Responsible Business section

onpages 44 to47

*These policies are published on www.imiplc.com. All other policies listed are available to employees via the Group internal communications platform.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Risk management

How we manage risk

Effective risk management is essential to our

strategic and operational success. It helps to

safeguard our assets and ensure compliance.

Our comprehensive risk management processes

are designed to address potential threats and

opportunities proactively. They also foster

resilience and sustainability. They enable our

business to identify, evaluate and manage risks,

including emerging risks, which could impact

our performance, reputation or ability to

execute our strategy successfully.

IMI’s risk appetite defines the level of risk we

arewilling to accept in pursuit of our strategic

objectives. It is shaped by our commitment to

maintaining financial stability, protecting our

reputation, and delivering sustainable profitable

growth. The Board approved updated risk

appetite statements in 2023 (see page 90 in

the2023 Annual Report for more detail). We

cascaded the revised appetite statements to the

sector risk champions during 2024. By aligning

our risk-taking activities with our risk appetite,

we ensure that we pursue opportunities that

offer the best potential for reward while

managing potential downsides effectively.

Our risk management framework is dynamic,

documented and regularly reviewed. By

conducting risk assessments, monitoring

risksand implementing internal controls, we

canpursue opportunities without exposing

theGroup to unexpected or excessive levels

ofrisk. By embedding risk management into

ourcorporate culture, we enhance decision-

making processes, protect stakeholder value

and drive long-term growth.

Our approach is structured around the three

lines of defence model:

First line – risk ownership and management.

Everyone is responsible for identifying and

managing risks as part of their role to support

delivery of IMI’s strategic objectives. This

includes applying the IMI values, policies,

procedures and internal controls.

Second line – monitoring and compliance. This is

the oversight, review and challenge provided by

sector leadership teams, functional leadership,

theChief Operating Officer’s team, the Executive

Committee and the Board. A range of policies,

frameworks, tools and support are developed

andprovided 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 which

sits outside of the risk management and operational

processes. The main role of this function is to

review and report on the effectiveness of the first

two lines of defence in managing the risks to IMI. It

also monitors the work of the sector audit teams.

Our Governance Framework

Our risk management governance framework

isembedded at all levels of the organisation.

Thisframework includes clear policies and

procedures, defined roles and responsibilities,

andregular reporting and communication

channels. It integrates risk management into

strategic planning and decision-making processes.

It uses a ‘top-down, bottom-up’ approach that

allows the Board, the Executive, functional, sector

and site leadership teams to assess risks and to

monitor the measures used to mitigate or avoid

such risks. This ensures alignment with our strategic

goals and our Board-approved risk appetite.

For more information on the role and

responsibilities of the Board and its Committees,

please refer to pages 84 and 85 of the Corporate

Governance Report.

Risk activities in 2024

We have continued to refine our risk

management framework in 2024. As well as

continuing to foster our safety-first culture,

keyactivities have included:

– Re-evaluating the relevancy and description

ofour principal risks. As a result, we decided

toremove the principal risk of competitive

markets and change ‘lack of profitable organic

growth’ to ‘lack of innovation’. This change

reflects our strategic focus on innovation

asakey driver of competitive advantage and

growth – which is the essence of this risk. By

prioritising innovation, we aim to differentiate

ourselves in the market, respond more

effectively to customer needs, and capitalise

on new opportunities. This shift ensures that

our risk management efforts are aligned with

our strategic priorities and better positioned to

support sustainable, profitable organic growth

– Managing global economic and geopolitical

risks is a critical component of our risk

management strategy. There have been

escalating conflicts and significant political

shifts in 2024. IMI continuously monitors

global economic trends and geopolitical

developments to anticipate and mitigate

potential impacts on our strategic goals,

operations, and compliance. This includes

diversifying our supply chain, engaging in

active scenario planning, and maintaining

strong relationships with key stakeholders

– Updating our risk assessments to ensure

alignment with the outcome of the Double

Materiality Assessment has refined our

understanding of business risks and enabled

us to integrate Sustainability deeper into our

risk management processes

– Initiating a review to revise our risk management

and internal control processes to develop a

unified approach to both financial and non-

financial risks and opportunities

– In addition to bolstering our cyber security

defences, there has been a sustained focus on

enhancing our digital capabilities and promoting

the responsible use of artificial intelligence. We

refreshed our Code of Conduct during the year

to add a new section on artificial intelligence,

anew section on product safety, quality and

compliance, and our new values. Please see

page 46 for more information

Looking ahead to 2025, we anticipate our

keyrisk focus areas will include:

– Continuing our focus on maintaining

asafety-first workplace

– Investing in new technologies and innovative

solutions to maintain our competitive edge

and drive growth

– Enhancing our cyber security posture,

buildingupon the lessons learned from

thecyber incident

– Strengthening our supply chain, embedding

resilience and meeting evolving Sustainability

requirements

– Addressing climate-related exposures

byadvancing our Sustainability initiatives

andreducing our carbon footprint

– Staying ahead of and promoting compliance

with evolving and fragmented regulations

By proactively addressing these risks, we ensure

business continuity and protect our long-term

growth prospects.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Risk management continued

Executive Committee

Supports 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. It also ensures that the risk appetite of the Board is

communicated across the business, escalates issues to the Board as required and proposes

principal risks for reporting to the Board. In its review capacity, the Executive Committee

evaluates sector risk and Group risk profiles, considering the appropriateness of management’s

responses to identified risks and checking for any gaps, and requires risk owners to evidence

howthey provide assurance that controls are effective. Responsibility for the development of the

Group risk management framework sits with the Chief Legal & Risk Officer, Company Secretary.

More information about the Executive Committee can be found on pages 82 and 83.

Sector leaders

Responsible for day-to-day identification and management of risks within their sector,

ensuringthat business activities are conducted in accordance with Group and sector policies

and standards. Sector leaders also review the results from relevant assurance activities and

require risk owners to evidence how they provide assurance that controls are working effectively.

Group functions

Responsible for setting appropriate functional risk management policies and controls at

Group-level and supporting the sectors in their implementation of these policies to ensure that

riskappetite is understood and risks are appropriately managed. Group functions develop

astandardised approach to identifying and reporting risk as well as monitoring risks and

relatedkey controls.

Site leaders

Responsible for day-to-day identification, management and escalation of risks at their site,

ensuring that business activities are conducted in accordance with Group and sector policies

and standards.

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. The Board

evaluates principal risks,

tracks emerging risks and

approves our 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 its

Committees, through

governance processes

including strategy reviews

and executive reporting,

inaddition to deeper

analysis on specific areas

of risk. The Board receives

reports from subject

matter experts for principal

risks as well as details

ofconcerns raised via

theIMIHotline. It also

assesses the effectiveness

of whistleblowing

procedures, bribery,

andfraud prevention

procedures. More

information on the role of

the Board can be found on

page 84 of the Corporate

Governance Report.

Emerging risks

Our assessment of emerging risks is a

continuous process that involves horizon

scanning and scenario analysis to identify

potential threats and opportunities that

couldimpact our business. Emerging risks

areconsidered throughout the Board cycle,

including during the Board strategy and in risk

reviews. Below Board level, emerging risks are

considered at Executive meetings and as part of

operational performance reviews of each sector.

The Board and the Executive Committee review

the outcome of the emerging risk assessment.

In 2024, we identified several new emerging

risks, including new trade tariffs and the risk

ofaccess to or shortages of critical raw

materialsand components. The established

global trade system is currently being disrupted

by the introduction of new tariffs. We continue

to monitor this evolving situation and track

ongoing conflicts to assess the risk of escalation

as part of our existing principal risks “global

economic uncertainty and political instability”

and “failure to manage the supply chain”. By

staying vigilant, we aim to develop strategies to

mitigate their impact, ensuring that IMI remains

resilient and well-positioned for future success.

We do not expect all 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 58 to 63.

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. It also reviews the results from the internal controls declarations self-assessment

process. Please see the Audit Committee Report from page 97 for more information.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

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 2024. It also explains what we are doing

to monitor and mitigate each risk area.

Principal risk Description and change in year How we manage the risk

1. Global economic

uncertainty and

politicalinstability

Rating

Very high

Appetite

Medium

Trend

Stable

Velocity

Moderate

The Group operates in diverse global markets, with demand

forour products influenced by economic, geopolitical, and

sector-specific environments. A downturn in the global or

regional economy, driven by economic cycles, conflict, or

political instability in key markets, could adversely affect

demand, revenue, profit, trade, and our strategic objectives.

Thisrisk remains elevated due to ongoing conflicts in Ukraine

and Gaza, which threaten global stability and peace. Uncertainty

is further heightened by recent significant elections, political

crises, and a trend toward increasing protectionism. The

economy remains vulnerable to geopolitical shocks, which,

alongside climate-related disruptions, pose risks to our business

operations, supply chains, and cost structures. We continue to

closely monitor these developments, assess their impacts,

enhance our resilience, and identify potential opportunities.

We develop annual strategic plans and maintain a balanced portfolio across diverse markets,

sectors, and geographies, ensuring no single dependency. These plans are rigorously stress-tested,

and market dynamics are continuously monitored. We also consider the inter-relationship between

this risk and other global tensions, such as cyber threats and supply chain disruptions. Contingency

plans are in place to adapt our operational footprint in response to geopolitical changes or other

disruptions that may impact our ability to trade internationally.

Our sectors foster strong customer relationships and use forecasting processes to identify early signs

of reduced customer demand, enabling proactive and rapid management of operational output and

the supply chain. We have specific action plans for high-risk suppliers. Sector teams leverage data

and tools to manage order books, track milestones for major projects, and monitor customer credit

ratings. These key metrics are integrated into monthly operational performance reviews and

Executive Committee meetings, ensuring informed decision-making and strategic alignment.

2. Cyber

Rating

High

Appetite

Very low

Trend

Increasing

Velocity

Fast

Unauthorised access to our IT systems and information poses

significant risks, including business disruption, adverse impacts

on our future trading position, reputational damage, and financial

loss. These risks arise from the potential inability to access our

systems or data, as well as the loss or misuse of confidential

information, intellectual property, or personal data.

Like many companies, we see an increase in the volume and

complexity of cyber threats. Consequently, we maintain a high

level of vigilance and classify this risk as high. On 6 February

2025, we announced IMI was the victim of a cyber attack

whichresulted in unauthorised access to our systems. As part

ofour response to this incident, we made the decision to swiftly

take our systems offline in order to contain and eliminate the

problem. We have returned to business as usual following this

exercise thanks to our robust system and data recovery plans and

support from market-leading consultants and service providers.

Investigations remain ongoing and we are working to understand

as much as possible about the cause of the incident and its

consequences. IMI is also taking steps to comply with its legal

and regulatory obligations in relation to the incident.

We have a well-developed, multilayered IT security strategy that undergoes regular reviews,

withformal updates provided to the Board annually. Our comprehensive suite of IT policies and

procedures is supported by ongoing security awareness campaigns and training for our employees.

Compliance with these policies and the effectiveness of our IT controls are confirmed through the

internal control declaration process at our sites.

To stay ahead of emerging threats, we continuously implement improvements to our IT

infrastructure, which inform our future security investment planning. We operate a security

oversight and approval process, regularly test our disaster recovery plans, and maintain

comprehensive backups across the Group. Additionally, we engage specialist consultants and

service providers as needed.

Our cyber incident management and communications plans were activated in relation to the cyber

attack – these allowed us to swiftly and effectively respond to the attack. Wewill use this

experience to inform our strategy in this area going forward.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Principal risk Description and change in year How we manage the risk

3. Failure to manage

thesupply chain

Rating

Medium

Appetite

Low

Trend

Stable

Velocity

Fast

Failure to maintain a robust supplier and supply chain network could

impact our ability to grow our business profitably, deliver on our

Sustainability commitments, and meet customer requirements.

Global supply chains remain fragile, facing ongoing challenges

fromgeopolitical tensions, weather events, and labour strikes,

which necessitate increased agility and resilience. Due to ongoing

uncertainty, managing the supply chain remains a medium risk. In

2025, we will increase oversight, enhance ongoing monitoring,

andimplement new actions to improve our readiness to respond

toknown and anticipated supply chain disruptions (including

potential tariffs). These measures will help maintain our resilience

and differentiate IMIinthe marketplace.

Our strategic focus is on ensuring the stability, reliability and sustainability of our suppliers.

Our procurement strategy balances cost, quality, and the proximity of sustainable suppliers to

production and customers. We closely manage high-risk suppliers and increase dual-sourcing

options. Sector procurement teams conduct thorough reviews of our supplier base, qualify new

materials, sign framework agreements where necessary, and create safety inventories as needed.

We collaborate with a compliance service provider to verify the regulatory compliance of our

suppliers and have begun modelling the potential impact of new tariffs on our supply chain.

Sector leadership teams hold regular supply chain review meetings and deploy escalation meetings

with key suppliers when necessary. Sector procurement teams assess specific Supply Chain Code

of Conduct risks and audit high-risk suppliers to ensure adherence to our standards.

4. Talent and culture

Rating

Medium

Appetite

High

Trend

Reduced

Velocity

Moderate

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 and culture risk has reduced as there has been good

progress on employee engagement, the new employee value

proposition has been launched, a range of wellbeing related

policies have been launched and new development programmes

targeted at middle managers and rising stars are underway.

Our engagement score can be found on page 15. More detail on

engagement, talent development and culture can be found from

page 48.

Employee engagement remains a key component of our talent and culture strategy. We leverage

ourinternal communications platform, the IMI Way Day, our global Employee Assistance Programme,

graduate and early careers programmes, leadership training, and the annual One Big Voice survey

tofoster engagement. Each site develops action plans to address areas for improvement.

HR Business Partners regularly and proactively assess this risk by reviewing regretted turnover,

exitinterviews, the percentage of vacancies filled internally, performance objectives, talent reviews,

and succession plans. External consultants are engaged to ensure our remuneration practices are

appropriate and competitive.

The Nomination Committee reviews our Group inclusion and diversity dashboard, as well

assuccession and development plans for the Executive Committee.

Risk management continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Principal risk Description and change in year How we manage the risk

5. Ethics, compliance

andgovernance

Rating

Medium

Appetite

Very low

Trend

Stable

Velocity

Moderate

A material breach in areas such as anti-bribery, anti-corruption,

competition law, data privacy, export controls, sanctions, or tax

compliance could lead to significant financial and reputational

damage. Given the markets in which IMI operates, the risk of

regulatory breach remains a critical focus. This risk has remained

at medium and stable throughout the year.

IMI has a comprehensive Code of Conduct, supported by policies, standard operating procedures,

and guidance, which outline the Group’s standards from legal, compliance, and governance

perspectives. It was updated in 2024 to reflect our new values, address risks associated with the

development and use of artificial intelligence, and communicate our standards for product safety,

quality and compliance. See page 46 for more information.

Each sector assesses its own compliance risk and formulates an annual compliance plan, with

results regularly reported to the Group. This is supplemented by certifications of compliance

through the internal control declaration process.

In sectors where business is conducted through agents, we have a detailed process to ensure they

adhere to our high standards of business conduct. Know Your Customer checks, enhanced due

diligence on third parties, and compliance with trade controls and sanctions are governed by

standard operating procedures and executed using Group-wide software. We continuously

enhance our data and digital framework to meet new and evolving laws.

Our Legal and Compliance training programme is implemented across the Group, with new

employees enrolled in relevant training, including data privacy and our Code of Conduct. We operate

a confidential, independent IMI Hotline for reporting concerns, which are thoroughly investigated,

and actions are taken as needed. The Group’s Ethics and Compliance Committee meets monthly to

review all hotline reports, external complaints, and internal referrals of serious Code of Conduct

breaches. In 2024, the Committee reviewed 34 cases, compared to 52 cases in 2023. Material legal

and compliance issues, as well as concerns raised via the IMI Hotline, are reported to the Board.

IMI has been taking steps to comply with its legal and regulatory obligations in relation to the

January 2025 cyber attack. IMI is liaising with the appropriate bodies in this regard. There has not

been any indication that the cyber attack will lead to any legal or regulatory liability on IMI’s part.

6. Product failure and

non-compliance

Rating

Medium

Appetite

Very low

Trend

Stable

Velocity

Fast

A failure or underperformance of our products could result in

injury, death, property damage, non-compliance with product

regulations, or customer dissatisfaction. This could also lead to

financial loss and reputational damage. This risk has remained

ata medium and stable level throughout the year.

Our Quality Management systems, quality operating policies, product quality plans, and escalation

processes ensure we meet product quality, safety, and compliance requirements. We have well-

embedded process controls, continuous improvement programs, and Advanced Product Quality

Planning processes. Our most critical projects undergo extensive testing of the finished product

and require customer sign-off.

We ensure that products with digital elements and/or incorporating artificial intelligence meet

relevant standards. We maintain a detailed mapping of our engineering resources across customers

and geographies. Elements of our product quality, compliance, and quality management systems

are audited by external third parties.

In the event of significant issues, we implement a process that includes full root cause analysis,

thecreation of action plans, and a lessons-learned debrief to prevent recurrence.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Principal risk Description and change in year How we manage the risk

7. Failure to invest in our

digital capabilities and

leverage new technologies

(including generative

artificial intelligence)

Rating

Medium

Appetite

Medium

Trend

Stable

Velocity

Moderate

Failure to invest in our digital capabilities and leverage new

technologies, including generative artificial intelligence, may

hinder our ability to maximise future business opportunities,

evolve our ways of working, and counter threats from new

ordisruptive technologies.

We recognise the strategic importance of investing in

technology to maintain our competitive edge, increase

productivity, and deliver superior value to our customers.

Theseinvestments help us strengthen customer intimacy,

reduce complexity, and optimise insights from our data. Our

acquisition of TWTG, a sensor company, and the expansion

ofour digitally enabled product offerings across all sectors

areopening up new growth opportunities.

This risk has remained at a medium and stable level throughout

the year.

We continue to enhance our policies and procedures to ensure the safe, responsible and ethical

development, investment, and use of digital technologies, artificial intelligence, and

digitally-enabledproducts.

We have deployed a secure, private generative AI tool for internal use across IMI, enhancing

productivity and innovation.

We utilise proven CRM and business analytics tools to generate valuable data intelligence.

Additionally, we continuously enhance our IT security and data governance frameworks to reflect

internal and external developments.

8. Natural phenomena

andclimate change

Rating

Medium

Appetite

Low

Trend

Stable

Velocity

Slow

There is a risk to life and disruption to production caused

bypandemics, fires, floods, extreme weather events, and

climatechange if we fail to adapt to the physical risks arising

from climate change. This risk has remained at a medium and

stable level throughout the year. More information about our

assessment of climate-related risks and opportunities can be

found in the TCFD statement on pages 58 to 63.

We are dedicated to strengthening our climate resilience. Our management teams maintain robust

emergency response and business continuity plans to ensure the operational resilience of our sites.

In collaboration with our insurers, we identify sites at the highest risk of climate change to enhance

our preparedness. In addition to improving our site defences, where feasible, we diversify product

sourcing across multiple sites to mitigate the risk of delivery disruptions to our customers.

We have 24/7 access to health and security services to respond to major incidents promptly. We

have embedded climate-change considerations into relevant decision-making processes.

9. Lack of innovation

Rating

Low

Appetite

High

Trend

New

Velocity

Moderate

Failure to develop and commercialise new products to address

customers’ critical problems could hinder our growth. Collaborating

with our customers and solving their acute problems is essential for

accelerating profitable organic growth in sustainable applications.

This year, we renamed this risk from ‘lack of profitable organic

growth’ to ‘lack of innovation’. Following a strong growth from

newproducts, this risk has decreased from high to low.

Each sector has a strategic growth plan that is regularly reviewed. We develop growth opportunities

across short, medium, and long-term horizons. Our culture fosters a growth mindset, and our

Growth Hub processes manage the innovation pipeline, advance projects, accelerate and scale

applications engineering, and apply commercial reviews to focus on the best opportunities.

We prioritise attracting, retaining, and developing the right talent to achieve our growth ambitions.

Risk management continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Principal risk Description and change in year How we manage the risk

10. Failure to deliver

theacquisition case

Rating

Low

Appetite

Medium

Trend

Reduced

Velocity

Slow

Failure to deliver the business case for acquisitions could

leadtobroader business disruption, lower revenue and profit

performance, and compliance failures. This, in turn, could erode

shareholder confidence and damage our reputation. Due to

actions taken, this risk has decreased over the past year.

Our robust pre-acquisition due diligence processes enable us to identify synergies and build

astrong business case. We track all acquisitions to ensure they deliver value through planned

synergies, with IMI providing ongoing support and training for local management teams.

Integration progress is monitored and reported to the Group monthly.

The Board receives regular updates and, with the assistance of internal assurance teams, conducts

a review in the third year after each acquisition. We have implemented our integration playbook,

detailing key topics for integrating newly acquired companies, including establishing a steering

group to monitor the integration plan’s delivery.

11. Failure to deliver major

transformational projects

on time and within budget

Rating

Low

Appetite

Low

Trend

Reduced

Velocity

Moderate

Failure to deliver major transformation projects, including IT,

ontime and within budget could adversely impact the Group’s

revenue and profit. This risk has decreased over the year as the

Group concludes its complexity reduction programme in 2024.

The Group will continue to execute transformational projects

asneeded.

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 projects,

including IT. Strong project teams are deployed to track and manage project execution and costs.

Action trackers are used and reviewed to ensure projects progress as planned and to prevent

unexpected future costs.

Upon completion of significant projects, we conduct post-investment appraisals to identify areas

forimprovement.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Viability statement

The directors perform an assessment of

theGroup’s longer-term prospects through its

annual strategic planning process. This process

considers the Group’s current financial position,

business model, and principal risks set out on

pages 67 to 71 to develop a five-year strategic

and financial plan that is reviewed and approved

by the Board. The plan reviewed in 2024

considers the period to 31 December 2029.

Aspart of this process the directors also assess

the viability of the Group by performing a stress

and sensitivity analysis that considers a series of

scenarios linked to principal risks and reasonable

assumptions and expectations. The results of this

scenario analysis are summarised below. 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 2029.

The directors determined that the period to

31 December 2029 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 2029 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 Group 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:

– Leading positions in fluid and motion control

growth markets

– Innovative solutions that create customer value

– Strong pricing power

– Significant aftermarket exposure

– Highly cash generative, with a disciplined

approach to capital allocation

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 2029 were as follows:

1. Scenario 1: A modest global macroeconomic

recession in 2025 representing a 5%

reductionin revenues.

Link to principal risks: Global economic and

political instability.

2. Scenario 2: A product recall with a one-off

cost of £200m in 2025.

Link to principal risks: Product failure or

non-compliance.

3. Scenario 3: A severe global macroeconomic

recession in 2025 representing a 16%

reduction in revenues.

Link to principal risks: Failure to manage the

supply chain; global economic uncertainty

andpolitical instability.

4. 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.

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.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Going concern

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 42% 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. 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 67 to 71.

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

27 February 2025. 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.

Approved by order of the Board

Roy Twite

Chief Executive Officer

27 February 2025

Daniel Shook

Chief Financial Officer

27 February 2025

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Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Gender

Independence –

Chair excluded

Ethnicity

Nationality

Age

5 – Male

5 – Female

2 – Executives

7 – Independent

non-executives

9 – White

1 – Asian

5 – British-born

5 – Other

2 – 50-55

3 – 56-59

5 – 60+

Corporate Governance

Governance

at a glance

Board highlights

– Reaffirmed the Group’s strategy

– Acquired TWTG

– Excellent growth in Growth Hub orders

– Appointed new Chief Operating Officer

– Focused on board composition and succession

planning, resulting in refreshed board and

committee membership

– Completed search for next

ChiefFinancialOfficer

– Appointed new Chair and two

non-executivedirectors

– Established the Sustainability Committee

Section Read more

Chair’s Governance Letter 76

Board of Directors and

Executive Committee 78

Corporate Governance Report 84

Nomination Committee Report 92

Audit Committee Report 97

Sustainability Committee Report 101

Remuneration Committee Report 102

Directors’ Remuneration Report 104

Directors’ Report 125

Board composition

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

IMI plc Annual Report 2024

Corporate Governance

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

Sustainability and climate change

Digital transformation, including AI adoption and technology

Reward and recognition

Skills and experience key

Experienced Some experience Little/no experience

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2024. To ensure a smooth transition, Lord Smith of Kelvin’s tenure

was extended beyond nine years to 31 December 2024. The Board considered Lord Smith of Kelvin to be independent upon appointment. 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

05, 38-39, 78-91

Culture aligned to purpose, valuesandstrategy 10, 48-50, 89-90

Resources and controls necessary to meet objectives and measure

performance

14-15, 65-71, 84-88

Shareholder and stakeholder engagement 34-39, 90

Workforce policies and practices, including procedures

forraisingconcerns

46, 48, 64, 89, 102

Division of responsibilities

Roles and responsibilities 84-86

Time commitments and conflicts of interest 93

Independence 74, 92

Section Read more

Composition, succession and evaluation

Tenure, succession planning andappointments 08, 74, 76, 92-93, 96

Inclusion and Diversity 42, 50, 93-94

Skills, experience and knowledge 75, 78-81

Director, Board and Committee evaluation 91, 96, 100, 124

Audit, risk and internal control

Independence and effectiveness oftheinternal and external audit 84, 99-100

Fair, balanced and understandable assessment 97-100, 129

Principal and emerging risks, riskmanagement framework

andsystemofinternal controls

65-71, 88, 97, 99-100

Remuneration

Aligned remuneration 104-124

Remuneration policy and its application 103, 121-124

Independent judgement and discretion 102, 106, 108-109, 114

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Corporate Governance continued

Jamie Pike

Chair

Chair’s Governanceletter

On behalf of the Board, I am pleased to present the company’s

Corporate Governance Report for the financial year ended

31 December 2024. This is my first report since being appointed

Chair on 1 January 2025 and I look forward to meeting you in the

coming year. You can find a full description of my appointment

process in last year’s Annual Report. I am grateful to the Board,

Executive Committee and broader team for their warm welcome.

I would particularly like to thank my predecessor, Lord Smith of

Kelvin for his exceptional service to IMI over the ten years of his

tenure. He leaves behind a focused business with a clear strategy

andpurpose with a strong Board andExecutive team.

In my opening statement (see pages 8 to 9),

Iprovide an overview of our FY24 performance,

showcasing the excellent achievements made

possible by the resilience and commitment of our

global team. This Corporate Governance Report

details how we have implemented effective

corporate governance procedures to create

long-term value for our stakeholders.

Since I joined the Board, I have had an extensive

induction programme which will continue in

theyear ahead. I have had the opportunity to

meet members of the Executive Committee,

senior management and a number of other

IMIcolleagues and to gain rapid insight and

understanding of the business and culture. You

can read more about my induction programme

on page 95.

Our environment

The macroeconomic environment continues to

remain uncertain and governance plays a crucial

role in navigating the complexities of the current

economic and geopolitical landscape. As we

execute our strategy, we monitor developments

in geopolitics and identify potential impacts,

opportunities, and risks relating to IMI’s business

activities. The Group continues to focus on

contingency plans and diversifying supply chains

to remain resilient and ready to mitigate the

impact of future disruptions.

Our Board

In 2024 and up to the publication of this report,

we have announced several changes to the

Board. As announced in November 2024, Luke

Grant has been promoted to Chief Financial

Officer and Executive Director with effect

from1 August 2025. In order to ensure an

orderly handover, Daniel Shook will continue

tosupport the Company until the end of 2025.

Luke’s appointment demonstrates our robust

succession planning and our ability to promote

from within. On behalf of the Board, Iwould

liketo welcome Luke to his new role and thank

Daniel for his service to IMI. Daniel has played a

vital role in the financial leadership of IMI over

the last decade.

In August we appointed two new non-executive

directors to the Board. On behalf of the Board,

Iwould like to welcome Anne Thorburn and

Victoria Hull to IMI. Anne was appointed Senior

Independent Director in October following

Thomas’s appointment as Chair of the

Sustainability Committee. Their appointments

have strengthened the dynamic of the Board

and its Committees. In October 2024, Caroline

Dowling informed the Board that she would step

down as non-executive director and Chair of the

Remuneration Committee at the 2025 AGM to

focus on her other non-executive commitments.

Caroline has been an excellent Board member

and Chair of the Remuneration Committee and

we wish her every success for the future. The

search for a new Chair of the Remuneration

Committee is underway and will be announced

once a successor has been selected.

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

In the year we established a Sustainability

Committee of the Board which will play an

important part in overseeing our supply chain

practices to ensure we maintain a sustainable,

ethical and reliable supply chain. The

Sustainability Committee is a natural evolution

of our previous governance arrangement of

having a non-executive director with designated

responsibility for ESG and signals our ongoing

commitment to sustainability. The Committee

ischaired by Thomas Thune Andersen and made

up of independent non-executive directors.

Forfurther information please turn to page 101.

Our people

Continued, meaningful engagement with our

people is key to understanding their experience

and identifying areas where we can improve.

Directors attended the senior leadership

conference in May, which brought together

ourtop 130 leaders, under the theme of

‘accelerating growth’. The event included

sessions on culture, employee experience,

artificial intelligence and our financial ambitions.

Senior leaders across the Group were able to

connect in person and explore our growth

opportunities together. We also held two

employee engagement sessions with employees

in the UK and Ljung, Sweden, and our non-

executive director with designated responsibility

for employee engagement attended our IMI Way

Day at our head office inBirmingham. Further

details and the outcome of the engagement

sessions can be found on page 89.

The Board reviewed and approved updates

toour Code of Conduct which is designed to

uphold our high business standards. Committing

to doing the right thing is central to our purpose

of delivering Breakthrough engineering for a

better world. For further information please

seepage 46 of the Sustainability Report.

As I step down as Chair, I reflect on our

journey since 2015. Together we’ve achieved

significant growth, enhanced governance

and advanced our sustainability agenda.

Iam proudof the dedication and hard work

demonstrated by every member of the IMI

team. Your commitment to IMI stood out

tomein 2015 and has only grown over the

years. As I pass the baton to Jamie, I am

confident that IMI is well-positioned for

continued growth and success.

Thank you for your support and collaboration

over the years. It has been an honour to serve

alongside such a talented and dedicated team.

Lord Smith of Kelvin

Looking forward

In preparation for the Corporate Sustainability

Reporting Directive reporting, a Double

Materiality Assessment was carried out in the

year which included a stakeholder mapping

exercise. We engaged with key internal and

external stakeholders to identify impacts, risks

and opportunities. Further details can be found

on page 39.

The Board welcomed the Financial Reporting

Council’s publication of the 2024 Corporate

Governance Code (2024 Code) and we have

undertaken a full review of our Governance

Framework. The Audit Committee has monitored

a management project to ensure readiness for

the applicability of Provision 29 ofthe 2024

Code. Further details can be found in the

AuditCommittee Report.

In closing, I would like to take the opportunity

toagain thank Lord Smith of Kelvin for his

exemplary leadership. I look forward to building

on his legacy and working with the Board and

IMI leadership team to continue growing a

sustainable business and creating lasting

valuefor all of our stakeholders.

Jamie Pike

Chair

27 February 2025

IMI plc Annual Report 2024

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

Board of Directors

Directors

Nationality

British

Age as at 31

December 2024

Appointment date

2025

Expertise and experience

– Deep understanding of engineering

– Extensive international business and listed board experience

– Jamie was Chief Executive Officer of Burmah Castrol

Chemicals before leading the buy-out of Foseco in 2001

and its subsequent flotation in 2005. Prior to joining

Burmah, hewas a partner at Bain & Company

– He has previously held roles as Chair of Cobham plc,

RPCGroup plc and Spirax Group plc

– Jamie was educated at Oxford University, holds an MBA

from INSEAD and is a member of the Institute of

MechanicalEngineers

Key external appointments

– Chair of XP Power Limited*

Specific contribution to the company’s long-term success

The combination of Jamie’s engineering, international

business, M&A, strategic and governance expertise enables

hiseffective leadership of the Board to deliver the

Company’sstrategic growth ambitions.

Nationality

British

Age as at 31

December 2024

Appointment date

2019 as CEO and

2007 as director

Expertise and experience

– Proven organisational and engineering expertise

– Management capability, having run all of IMI’s sectors

– Extensive knowledge of end-markets and customer base

– He was previously a non-executive director of Halma plc

Key external appointments

– Non-executive director of Ashtead plc*

Specific contribution to the company’s long-term success

Drawing on his extensive management and operational

experience, Roy brings clear strategic leadership, a passion

forand a deep understanding of the engineering sector,

theGroup’s sectors and stakeholders to lead and inspire

theGroup.

Nationality

American British

Age as at 31

December 2024

Appointment date

2015

Expertise and experience

– 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

– He was previously a non-executive director of

UltraElectronics Holdings plc

Key external appointments

– Non-executive director of XP Power Limited*

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

Daniel Shook

Chief Financial Officer

EC EC

Jamie Pike

Chair

Appointed since

31December 2024

Committee Chair

Member

* Listed company directorship

NC Nomination Committee

EC Executive Committee

AC Audit Committee

RC Remuneration Committee

SC Sustainability Committee

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Nationality

Scottish

Age as at 31

December 2024

Appointment date

2024

Expertise and experience

– Multi-sector experience relevant to IMI including life

sciences, energy and industrial automation

– Extensive international M&A and strong organic growth

experience gained as both an executive and

non-executivedirector

– Member of the Institute of Chartered Accountants in

Scotland and has formerly served as Chief Financial Officer

ofExova Group plc and Group Finance Director at British

Polythene Industries plc

Key external appointments

– SID and Audit Committee Chair at TT Electronics plc*

– Audit Committee Chair at SPT Labtech Limited

Specific contribution to the company’slong-term success

Anne has significant expertise in financial management,

risk,audit, M&A and governance to support delivery of the

Company’s strategy and support the Company Chair as

SeniorIndependent Director.

Nationality

Danish

Age as at 31

December 2024

Appointment date

2018

Expertise and experience

– 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 Sustainability matters, in particular corporate

governance and climate change issues

Key external appointments

– Chair of Lloyds Register Group

– Member of the Danish Committee for Good Corporate Governance

– Non-executive director of BW Group Ltd

– Chair of VKR Holdings A/S

– Director of Cadeler A/S*

– Director of Lambert Energy Advisory Limited

Specific contribution to the company’slong-term success

Thomas brings a wealth of international business and board-level

experience. He draws on his broad knowledge and deep expertise

in sustainability and culture when performing his designated

employee engagement activities, and chairing the new

Sustainability Committee.

Nationality

Irish

Age as at 31

December 2024

Appointment date

2020

Expertise and experience

– 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 and SID 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

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 Sustainability considerations. Caroline’s

experience serving on remuneration committees enables

herto chair the Remuneration Committee effectively.

Anne Thorburn

Senior Independent Director

Thomas Thune Andersen

Independent non-executive director

Caroline Dowling

Independent non-executive director

NCNC NC

Committee Chair

Member

* Listed company directorship

NC Nomination Committee

EC Executive Committee

AC Audit Committee

RC Remuneration Committee

SC Sustainability Committee

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Nationality

New Zealander

Age as at 31

December 2024

Appointment date

2023

Expertise and experience

– 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 uses her strong finance track record and experience

across multinational manufacturing and supply chain

businesses to create value for the Company. She ensures the

effective leadership of the Audit Committee in her capacity

asAudit Committee Chair.

Nationality

British

Age as at 31

December 2024

Appointment date

2018

Expertise and experience

– Extensive experience at international executive level across

the energy sector

– Excellent corporate finance experience, including M&A

Key external appointments

– Chief Executive – Copper, Rio Tinto

– 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.

Nationality

American British

Age as at 31

December 2024

Appointment date

2021

Expertise and experience

– 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 plc* and a

member of the Audit, Capital and Investment, Corporate

Responsibility and Sustainability Committees

– Independent Board Member Fresh Del Monte*

– Director of Califia Farms LLC

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.

Jackie Callaway

Independent non-executive director

Katie Jackson

Independent non-executive director

Dr Ajai Puri

Independent non-executive director

Board of Directors continued

SCRCNC RCNC

Committee Chair

Member

* Listed company directorship

NC Nomination Committee

EC Executive Committee

AC Audit Committee

RC Remuneration Committee

SC Sustainability Committee

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Committee Chair

Member

* Listed company directorship

NC Nomination Committee

EC Executive Committee

AC Audit Committee

RC Remuneration Committee

SC Sustainability Committee

SCRCNC

Directors who served in the year

Victoria Hull

Independent non-executive director

Isobel Sharp

Independent non-executive director

Lord Smith of Kelvin

Stepped down 31 December 2024

Nationality

British

Age as at 31

December 2024

Appointment date

2024

Expertise and experience

– Extensive senior executive experience across a broad range

of business, legal, commercial and governance matters

– Strong international experience and experience relevant

tothe Process Automation and Industrial Automation sectors

– Victoria qualified as a solicitor and began her career

atClifford Chance LLP

Key external appointments

– Nomination and Governance Committee Chair and Senior

Independent Director at Hikma Pharmaceuticals plc*

– Chair of the Remuneration Committee of IQE plc*

– Non-executive director at Serco Group plc*

Specific contribution to the company’s long-term success

Victoria brings an extensive understanding of legal,

commercial and governance matters which are vital

toenabling our strategy and protecting our reputation.

Audit Committee Chair until 31 August 2024

Isobel stepped down from the Board on 31 August 2024,

having served as a director since 1 September 2015.

Nationality

British

Age as at 31

December 2024

Appointment date

2015

Expertise and experience

– Significant UK and international board experience

– Extensive knowledge of both engineering and manufacturing

– Strong track record in private equity, M&A

– Specialist capability in finance

Key external appointments

– Chairman of Forth Ports

Specific contribution to the company’s long-term success

Extensive international business, sector and Board-level

experience enabled Lord Smith of Kelvin’s valuable

leadershipof the Board and drove his commitment

torobustcorporate governance.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Date of appointment to the Executive Committee

2019

Jackie joined IMI in 2008 as Sales Director for the company’s

Critical Engineering division (now Process Automation) in Asia,

before becoming the President of IMI’s Greater China area, and

later President of the business’ Asia Pacific region. He became

Divisional Managing Director for Critical Engineering in2019

and has used his deep knowledge and experience acrossthe

division’s end markets to drive growth. In July 2023, Jackie

wasappointed CEO of theAutomation platform, which

includes Process Automation and Industrial Automation. In

July 2024, we announced our One IMI operating model and

Jackie was appointed Chief Operating Officer, responsible for

our five sectors. Jackie has adegree in Automation Control

from Beijing University of Aeronautics and Astronautics, and an

MBA from Washington University in St. Louis and is a graduate

of both Stanford University Graduate School of Business and

HarvardBusiness School.

Jackie Hu

Chief Operating Officer

Date of appointment to the Executive Committee

2021

Louise is a member of the IMI Executive Committee and

Company Secretary to the IMI plc Board and Committees.

Shejoined IMI in July 2021 as Group General Counsel &

Company Secretary and was the executive sponsor of IMI’s

Better World Sustainability strategy for over two years. Louise

was appointed Chief Legal & Risk Officer, Company Secretary

in July 2023. She has global accountabilities for legal, ethics,

and compliance, as well as responsibility for the Group’s

RiskManagement Framework. 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 enable IMI’s growth. Louise is a

Board Member of General Counsel for Diversity & Inclusion, a

General Counsel-led initiative which promotes diversity, equity

and inclusion across the legal sector by collaborating with law

firms and others. Louise also co-leads the initiative’s Social

Mobility Community.

Date of appointment to the Executive Committee

2020

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. Liz

joinedthe Executive Committee in November 2020 as IMI’s

HRDirector. In this role, she is leading a global HR team to

develop the company culture, engage employees, attract and

develop talent and drive business growth and performance

through people. 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 post graduate qualifications in Human Resources

specialising in both reward and employee relations.

Louise Waldek

Chief Legal & Risk Officer, Company Secretary

Liz Rose

Chief People Officer

Executive Committee

Roy Twite, Chief Executive

Officer

Member since

2007

Daniel Shook, Chief Financial

Officer

Member since

2015

Roy and Daniel’s full

biographies appear on page

78.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Ethnicity

3 – British born

2 – Other

4 – White

1 – Asian

1 – 0-5 years

1 – 6-10 years

3 – 11 years+

2 – 45-50

1 – 51-54

2 – 55+

3 – Male

2 – Female

Gender

Nationality

Age

Tenure at IMI

Executive Committee

The Executive Committee is chaired by

the Chief Executive Officer and the other

members are shown on the previous

page. 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 40% of members being female

asof31 December 2024 (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 85.

Executive Committee

composition

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Corporate Governance Report

IMI Governance Framework

In accordance with the UK Corporate Governance

Code, the Board has delegated certain roles and

responsibilities to itsprincipal Board Committees.

While the Board retains overall responsibility, the

Committees focus on 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.

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

Jamie Pike (Chair from 1 January 2025)

Lord Smith of Kelvin (Chair until

31December 2024)

A summary of key Board activity in 2024

can be found on page 86

Membership

Thomas Thune Andersen

Jackie Callaway

Caroline Dowling

Victoria Hull

Katie Jackson

Dr Ajai Puri

Daniel Shook

Anne Thorburn

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

Jackie Callaway (Chair from 1 September 2024)

Isobel Sharp (Chair until 31 August 2024)

See Audit Committee Report on page 97

to 100

Membership

Thomas Thune Andersen

Anne Thorburn

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

Nomination Committee

Jamie Pike (Chair from 1 January 2025)

Lord Smith of Kelvin (Chair until

31December 2024)

See Nomination Committee Report on

page 92 to 96

Membership

Thomas Thune Andersen

Jackie Callaway

Caroline Dowling

Victoria Hull

Katie Jackson

Dr Ajai Puri

Anne Thorburn

Main responsibilities

– 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

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Remuneration Committee

Caroline Dowling (Chair)

See Remuneration Committee Report on

page 102 to 124

Membership

Victoria Hull

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

Sustainability Committee

Thomas Thune Andersen (Chair)

See Sustainability Committee Report on

page 101

Membership

Victoria Hull

Dr Ajai Puri

Main responsibilities

– Oversee the development of, advise the

Board regarding, and recommend for

approval by the Board, the company’s

Sustainability strategy (climate action,

sustainable solutions pillars and related

responsible business elements)

– Oversee the execution of the

Sustainability strategy and approve

implementation projects developed

inresponse to the strategy

– Advise on the risks and opportunities

forthe company’s operations and

reputation in relation to the execution

of its Sustainability strategy

– Monitor annual and long-term

progressagainst previously set

Sustainability objectives

– Oversee the ongoing measurement and

reporting of performance against key

Sustainability metrics

– Support the Remuneration Committee

on the use of Sustainability metrics in

executive remuneration

Executive Committee

Roy Twite (Chair)

Members of the Executive Committee are

shown on page 82

The Executive Committee diversity profile

is on page 83

Membership

Jackie Hu

Liz Rose

Daniel Shook

Louise Waldek

Overview

– 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 Sustainability matters, human

resources, health andsafety, internal

audit, compliance, legal, investor

relations andother corporate affairs

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Senior Independent Director

Anne Thorburn

Main responsibilities

– Acting as a sounding board forthe Chair

– Leading the evaluation of theChair

– Being available to shareholders if they

have concerns

– Acting as an intermediary for the other

directors when necessary

– Ensuring an orderly succession planning

process for the Chair,working with the

NominationCommittee

Board Chair

Jamie Pike

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

Corporate Governance Report continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Attendance table for the year ended 31 December 2024

Director Board

% eligible

attendance

Audit

Committee

% eligible

attendance

Nomination

Committee

% eligible

attendance

Remuneration

Committee

% eligible

attendance

Sustainability

Committee

% eligible

attendance

Thomas Thune Andersen 6/6 100 5/5 100 4/4 100 N/A N/A 1/1 100

Jackie Callaway 6/6 100 5/5 100 4/4 100 N/A N/A N/A N/A

Caroline Dowling 6/6 100 N/A N/A 4/4 100 3/3 100 N/A N/A

Katie Jackson 6/6 100 N/A N/A 4/4 100 3/3 100 N/A N/A

Dr Ajai Puri 6/6 100 4/4

100 4/4 100 3/3 100 1/1 100

Anne Thorburn

3/3 100 2/2 100 2/2 100 N/A N/A N/A N/A

Victoria Hull

3/3 100 N/A N/A 2/2 100 1/1 100 1/1 100

Daniel Shook 6/6 100 N/A N/A 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 N/A N/A

Isobel Sharp

4/4 100 3/3 100 2/2 100 N/A N/A N/A N/A

Lord Smith of Kelvin

6/6 100 N/A N/A 4/4 100 N/A N/A N/A N/A

1 From date of joining the Board.

2 Dr Ajai Puri stepped down from the Audit Committee after the October meeting.

3 Sustainability Committee established 2 September 2024.

4 Isobel Sharp stepped down from the Board on 31 August 2024.

5 Lord Smith of Kelvin stepped down from the Board on 31 December 2024.

Jamie Pike joined the Board on 1 January 2025. To date in 2025, the Board and each Committee has held one scheduled meeting, with all eligible members in attendance.

Division of responsibilities

There is a clear division of responsibility between the Chair and the Chief Executive Officer, as outlined 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

business and the implementation of operational and strategic plans under authority delegated by the Board.

The Company’s articles of association set out the Board’s powers. They were updated and approved by shareholders at the 2024 AGM. The IMI Corporate Governance Framework clearly defines in writing

the matters reserved for the Board and the respective delegated authorities of its Committees. It also sets written limits of authority for the Chief Executive Officer. The Group has a clear organisational

structure and well-established reporting and control disciplines. The Chief Operating Officer assumes responsibility for and exercises a high degree of autonomy in running day-to-day trading activities.

There is a framework of clear rules, policies, and delegated authorities regarding business conduct, the approval of investment proposals, and material changes in operations, all 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.

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 all non-executive directors to be independent. The Chair was regarded as independent at the date of his appointment and is considered by the other board members 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

Victoria Hull 1 August 2024 26 July 2024

Katie Jackson 1 July 2018 21 February 2023

Dr Ajai Puri 1 March 2021 21 February 2023

Anne Thorburn 1 August 2024 26 July 2024

Jamie Pike 1 January 2025 29 January 2024

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Summary of 2024 key

activities and outcomes

A typical Board meeting will comprise the

following elements:

– Reports from Committee Chairs on

recentmeetings

– An executive report (CEO Overview, CFO

Review, and Operational Performance Reports)

– Strategic and functional deep dives (cyber

security, healthy, safety & environment,

investor relations, and Sustainability)

– Legal and governance updates (including

IMIHotline concerns)

– A Board dinner, allowing directors to build

relationships which enhances Board

dynamicsand effectiveness

Committee activities

The main areas of activity for each Committee

are detailed in their respective reports.

Board oversight of internal controls

andrisk management

The Board ensures the Company has the

necessary resources to meet its objectives and

measures performance, establishing a control

framework to assess and manage risk. It

oversees internal controls and risk management

processes, conducting robust assessments

atleast twice a year to review and manage

principal and emerging risks. The Audit

Committee monitors the internal financial

control framework, reporting its findings to

theBoard. Annually, the Board reviews the

effectiveness of operational, financial, and

compliance controls, company culture, and

therisk management process, with the 2024

review identifying no significant deficiencies

andsupporting ongoing enhancements. More

details can be found in the risk management and

Audit Committee sections on pages 65 and

Pages 97 – 100.

The Board approves our strategy and

monitors execution of our strategic

initiatives. We hold an off-site strategy

dayeach year with senior management.

Summary of activities and outcomes:

– Approving our strategy and

reconfirming our purpose and values

– Reviewing sector M&A pipelines

– Approving the acquisition of TWTG

– Deep dive sessions into IMI’s digital

ambitions with technical experts

– New product demonstrations during

site visits

More detail on pages 4 – 7, 10 – 13, 18

and 39

The Board has a comprehensive

understanding of the company’s culture and

its impact on overall performance, employee

engagement and wellbeing.

Summary of activities and outcomes:

– Employee engagement programme

– Reviewing the IMI culture dashboard

– Inclusion & Diversity update

– Talent review for key roles

– One Big Voice survey results and

actionplans

– Approving our revised Code of Conduct

More detail on pages 35, 46, 89 – 90

The Board keeps up to date with key

stakeholder drivers through regular

updates and an annual review of

stakeholder engagement.

Summary of activities and outcomes:

– Approving our new joint corporatebrokers

– Reviewing customer Net Promoter Scores

– Establishing our Sustainability Committee

– Considering potential disruptions to our

supply chains

– Reviewing reports on latest AGM voting

and proxy agency feedback

More detail on pages 34 – 39

Our governance provides a clear

framework for decision-making. The

Board receives updates on key legal,

compliance and governance matters to

confirm robust systems are in place and

toprotect the company’s reputation and

ensure financial stability.

Summary of activities and outcomes:

– Reviewing our Corporate Governance

Framework and approving updates

– Reviewing impact of 2024 Corporate

Governance Code

– Approving the Group’s Modern Slavery

and Human Trafficking statement

More detail on pages 47 and 84 – 86

The Board sets our financial framework

and monitors our performance.

Summary of activities and outcomes:

– The 2023 Annual Report, financial

statements and interim management

statements

– Viability and going concern statements

– Final and interim dividends

– Defence readiness

– Pension position and strategy

– Share buyback programme

– Our 2025 budget

More detail on pages 28 – 33

The Board reviews the effectiveness of

therisk management framework and our

system of internal controls.

Summary of activities and outcomes:

– Principal and emerging risks

– Material fraud risk assessment

– Effectiveness of internalcontrols

– Key HSE metrics, targets and

safety-first culture

– Group IT security robustness

More detail on and pages 51, 65 – 72

and 97 – 100

Strategy Financial Internal controls and risk management

Our people and culture Stakeholder engagement Governance, legal and regulatory management

Corporate Governance

Report

continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Purpose, values, and culture

The Board endorses our purpose,

Breakthrough engineering for a better

world,and aligns the Group’s strategy

withthis purpose. IMI’s purpose is central

toeverything we do; it is essential for the

Group’s long-term sustainability and success.

We are committed to achieving profitable

growth sustainably while creating a better

world for our customers, employees,

communities, and shareholders. Our values

areintegral to who we are, providing a

cultural and collective mindset for our

entireorganisation. These values underpin

allour actions and ensure we maintain the

foundations that have enabled IMI’s success

throughout its 160-year heritage. For more

information, please see page 48 of the

Strategic Report.

Our annual board cycle includes

opportunities for non-executive directors

toengage with employees during site visits,

leadership conferences, and small focus

groups. The Board also reviews the results

ofour One Big Voice survey.

As the business grows and evolves, it is vital

to ensure our culture remains consistent

across all areas. The new business operating

model, integrating acquired businesses, and

societal developments present potential

challenges to maintaining our culture.

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.

What is your role in workforce

engagement?

My role involves acting as a bridge between

theBoard and the employees. I ensure that

theemployees’ voice is brought into the

boardroom and that employees are aware

ofthe Board’s strategic decisions and their

implications. This helps in fostering a

transparent and inclusive culture.

How do you gather feedback from

employees?

We use employee surveys, focus groups, town

hall meetings, leadership conference,

whistleblowing reports and I attend IMI Way

Days. I work with the management team to

ensure the engagement plan accesses

employees at different stages of their careers;

from graduates to our longest-serving people.

These channels allow me to hear directly from

employees about their experiences, concerns,

and suggestions for improvement.

How do your non-executive employee

engagement sessions work?

We split into smaller groups of between

twotothree non-executive directors and

meetin person with a small group of usually

upto five employees. The sessions are held

informally over coffee to encourage flowing

conversation. Topics likely to be discussed

include employees’ understanding of our

growth strategy, customer focus, diversity,

equity and inclusion, career development

opportunities, reward, culture, wellbeing

andany suggested areas forimprovement.

How do you handle feedback raised

byemployees?

Anonymised feedback from each session

isshared with the Group Communications

Director and used to identify themes from all

sessions held in the year. These themes and

recommended areas of focus are discussed

bythe Board at the October meeting. Non-

executive directors are encouraged to cite

employee feedback during Board meetings

when relevant to the conversation.

How do you communicate back

toemployees that their feedback

isbeing used?

‘You Said We Did’ posters are displayed around

sites, across groups on our internal communication

platform and discussed on IMI Way Day to convey

to employees how important their feedback

istohighlight the new initiatives and actions

implemented as a result of their feedback.

What were the key activities in 2024?

Following feedback in 2023, in 2024 global

workforce policies were reviewed, resulting in the

approval of new policies and benefits. Across the

Group, HR teams are also working to formalise

clearer career development paths. Following

feedback in the focus groups and surveys, the

Company introduced monthly town hall packs

earlier this year to help our leaders provide regular

updates. As a result, we saw a 7% improvement

inthis year’s survey regarding employees feeling

informed about business activities.

What are your priorities for 2025?

There is a high level of pride across IMI, we

mustmaintain progress across the areas of

focus we’ve identified and successfully execute

the recent organisational changes. This will

ensure employees stay highly engaged and

motivated to achieve our growth strategy.

Thomas Thune Andersen

Non-executive director with designated

responsibilities for employee engagement

Employee engagement Q&A with Thomas Thune Anderson

Speaking up

Details of the Group’s speaking up

arrangements are contained on page 46.

Our Ethics and 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.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

How the Board assesses and

embedsculture

The Board cycle includes numerous formal and

informal opportunities to assess culture. These

include receiving reports from management,

witnessing our culture in action during site visits,

and discussing culture directly with employees in

scheduled engagement sessions. Our dashboard

of cultural indicators supports the Board in

monitoring culture and ensuring alignment with

the Company’s purpose, values, and strategy.

Thedashboard comprises over 20 metrics linked

to IMI values, providing cultural insights such

ascustomer Net Promoter Scores, employee

engagement scores, wellbeing, regretted turnover,

participation in Growth Hub activities, and IMI

Hotline reports. This dashboard helps the Board

identify any negative cultural factors orissues

thatcould impede our strategic objectives.

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, along with the Head of Investor Relations,

have primary responsibility for investor relations

at the Board level. They report to the Board on

shareholder issues at several Board meetings

throughout the year. Financial analysts’ notes

arecirculated to the directors, and the Board

receives regular investor feedback reports from

the Company’s brokers, public relations advisers,

and management. This feedback helps inform the

Board’s decision-making.

Dialogue is maintained with principal

shareholders, with executive directors and/or

the Head of Investor Relations regularly meeting

institutional investors. We continued an active

program of interactions with existing and

potential shareholders, including in-person

meetings at our factory in Sweden and 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directors are available to shareholders

asneeded.

During the year, we engaged with shareholders

regarding Chair succession. Several shareholders

also spoke with our Chief Executive Officer,

Chief Financial Officer, and Investor Relations

team. Feedback from these discussions was

communicated to the Board. Consultation with

larger investors focuses on the performance and

strategy of the Group, and their feedback is

shared with the Board to inform discussions.

Shareholders were invited to attend our

AnnualGeneral Meeting (‘AGM’) in person.

Theycould submit questions in advance to

ourInvestor Relations team (info@imiplc.com),

who endeavoured to respond promptly. All

Committee Chairs attend the AGM and are

available to answer questions. Notice of the

AGM was issued more than 20 working days

inadvance, and the level of votes for and

againsteach resolution, along with details

ofabstentions, are shown on the IMI website.

TheBoard values shareholder support, and all

resolutions proposed at the AGM received over

84% in favour.

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 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 2024 AGM

At our 2024 AGM, held on 9 May 2024, votes

were cast in relation to approximately 80.72%

ofthe issued share capital (2023: 81.60%,

2022: 83.64%). All 24 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 2024 AGM were

asfollows:

Director Votes

Lord Smith of Kelvin* 95.04%

Roy Twite 99.95%

Daniel Shook 98.97%

Jackie Callaway 99.99%

Thomas Thune Andersen 92.86%

Katie Jackson 98.00%

Caroline Dowling 95.16%

Dr Ajai Puri 97.90%

Isobel Sharp** 98.18%

Victoria Hull and Anne Thorburn were appointed to

the Board on 1 August 2024, after the 2024 AGM.

Jamie Pike joined the Board on 1 January 2025.

* Lord Smith of Kelvin stepped down from the Board

on 31 December 2024.

** Isobel Sharp stepped down from the Board on

31 August 2024.

Stakeholder engagement

IMI has multiple stakeholders who are crucial

tothe long-term success of our business.

TheBoard is committed to engaging with

keystakeholders, developing productive

relationships, and contributing positively to

theenvironment and local communities

wherewe operate. Engagement occurs directly

or via feedback from individual directors and

management. The relevance of each stakeholder

group depends on the specific matter requiring

Board decision. Our Section 172 statement, on

page 38, demonstrates how the Board promotes

the long-term sustainable success of the

Company. Key stakeholders include employees,

customers, investors and funding providers,

suppliers, the community and the environment,

and government and regulators.

Corporate Governance Report continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Performance review of

theBoard, its principal

Committees, the Chair

andthedirectors

An internal performance review of the Board

andits Committees was undertaken in the year

ledby the Chair and supported by the Company

Secretary. Directors and the Company Secretary

were asked to provide their feedback anonymously

using a secure online questionnaire. The responses

were collated and discussed with the Chair before

being presented to the Committees and Board at

the December meeting.

The chairs of the Board Committees each received

feedback fromthe review which they discussed

with their Committee. All were found to be

operating effectively and minor suggestions to

improve performance werenoted. The individual

Committee Reports contain further details.

Our Senior Independent Director, Anne

Thorburn, conducted a review of the outgoing

Chair’s performance with the other non-

executive directors, finding the outgoing Chair’s

leadership highly efficient and effective. The

results were shared with the outgoing Chair. The

outgoing Chair also met with the non-executive

directors to review the Chief Executive Officer’s

performance, providing appropriate feedback.

The outgoing Chair conducted performance

reviews of each individual director, finding each

to be performing effectively, discharging their

duties, and making valuable contributions to the

Board.Details of each Board member’s personal

contribution can be found in the director

biographies on pages 78 – 81.

The 2023 board performance review highlighted the following areas for development and an update

on progress during 2024 is set out below.

Area of development Update

Identify opportunities to increase Board

experience of generative AI, and current and

core industrial manufacturing experience.

– At the end of 2023, the Board received Artificial

Intelligence training from Professor Amit Joshi

of the IMD Business School

– Our Director of Data and Analytics attended

theSeptember strategy session to update the

Board on our use of data and the opportunities

it presents

– Jamie Pike joined the Board in January 2025 and

brings strong engineering experience and is a

Member of the Institute of Mechanical Engineers

Identify opportunities to enhance the Board’s

overview of the industrial landscape it

occupies, including macro-trends and threats.

– The Chief Executive Officer and Chief Financial

Officer provide regular updates on market

trends to the Board in the Executive Report, a

standing item at all scheduled Board meetings.

The format of the report was enhanced in 2024

– Sector Presidents joined the Annual Strategy Day

to engage directly with the Board on sector

trends, outlook, and strategic plans. This enabled

the Board to gain deeper insights into our sectors

and allowed our sector teams to learn from the

collective experience of the Board

Areas of focus for 2025

Maintain the Board’s

effectiveness and dynamics

during Board changes in 2025

Increase focus on

longer-term strategic drivers

and value creation

Deepen the Board’s focus

on the M&A pipeline

IMI plc Annual Report 2024 Strategic Report

Corporate Governance Additional InformationFinancial Statements

Composition, succession and evaluation

Nomination

Committee Report

Dear Shareholder

Having joined the Board on 1 January 2025, I am pleased to make my first

reportas Chair of the Nomination Committee. This report is intended to give

anaccount of the Committee and its activities in 2024. My transition to Chair

was supported by our outgoing Chair, Lord Smith of Kelvin, the Board and the

Executive Committee, which ensured continuity during this period of change.

I would like to express my sincere gratitude for all of their support.

Highlights of the year

– CFO succession process and the

appointment of LukeGrant with effect

from 1 August 2025

– Overseeing the recruitment and induction

ofAnne Thorburn and Victoria Hull

– Continued focus on inclusion and diversity

atBoard and senior management level,

meeting the FCA diversity requirements

Priorities for the year ahead

– Ensuring an orderly handover

fortheChiefFinancial Officer

– Appointing a successor for the

ChairofRemuneration Committee

Date of appointment to the Committee:

Jamie Pike

January 2025

Lord Smith of Kelvin

May 2015 (to

31 December 2024)

Thomas Thune

Andersen

July 2018

Jackie Callaway

July 2023

Caroline Dowling

January 2020

Katie Jackson

July 2018

Dr Ajai Puri

March 2021

Anne Thorburn

August 2024

Victoria Hull

August 2024

Isobel Sharp

September 2015 (to

31 August 2024)

To ensure an orderly handover, Lord Smith

ofKelvin’s tenure was extended beyond nine

years to the end of 2024. I joined IMI as Chair

ofthe Board and Nomination Committee with

effect from 1 January 2025. The search and

recruitment process for my appointment were

set out in detail in the Committee Report in the

2023 Annual Report and Accounts.

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 26 February 2025.

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 UK Corporate

Governance 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 scheduled meetings.

Member attendance is included in the table

onpage 87. The Company Secretary is secretary

tothe Committee and, together with the Chief

People Officer, attends 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 changes and succession

It has been a busy year for the Committee,

withparticular focus on appointing a new

ChiefFinancial Officer to succeed Daniel Shook,

inaddition to our usual programme overseeing

talent, succession, diversity and inclusion.

Following a thorough recruitment process,

whichconsidered external and internal candidates,

we were delighted to announce that Luke Grant

will join the Board as Chief Financial Officer with

effect from 1 August 2025. To ensure an orderly

succession, Daniel has agreed to continue to

support the Company until the end of 2025.

During the appointment process the Board

considered factors such as alignment with Group

culture and the evolution of our strategy, as well

asthe impact on employees, investors and wider

stakeholders. For further information please

seepage 96.

During the year, we enhanced our Board with

theaddition of two new non-executive directors

inAugust 2024. Anne Thorburn brings strong

industrial experience, international M&A

experience and strong organic growth experience.

Victoria Hull has a strong legal and technical

background and a great breadth of experience

from her executive career. The Committee led the

search, supported by the independent search firm

Lygon Group and Chief People Officer Liz Rose.

The Committee gave due regard to the desired

sectoral experience and benefits of diversity on

the Board during the recruitment search. Anne

was appointed a member of the Audit and

Nomination Committees and Victoria was

appointed a member of the Nomination and

Remuneration Committees.

Following nine years tenure, Isobel Sharp

steppeddown from the Board on 31 August 2024.

In line with our succession plans, Jackie Callaway

assumed the role of Audit Committee Chair

witheffect from 1 September 2024. In order

tofocus on her other non-executive director

commitments, Caroline Dowling will step down

from the Board at our 2025 AGM. Caroline will

remain Remuneration Committee Chair until she

Jamie Pike

Chair of Nomination Committee

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

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 reviewed and approved

emergency cover for the Chair as well as the

Chair and members of each Committee, with

consideration to the requirements of the 2018

Corporate Governance Code and our Inclusion

and Diversity policy.

Directors’ re-election

As noted, Caroline Dowling will step down

fromthe Board at the AGM. 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 78-81.

Talent pipeline

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 75. 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, and plans for

interimcover in the short to medium-term).

We continue to develop our approach to

assessing talent. Following the move to One IMI

operating model in July this year, we identified

the roles most critical to the business. This

enabled a more focused, in-depth conversation

about fewer individuals. The Committee

reviewed talent development and succession

planning for the top 41 roles across 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 49.

Review of time commitments, conflicts

and contributions

Directors are expected to fulfil their

responsibilities and manage their schedules

accordingly. This expectation is outlined in the

letter of appointment each director signs. If a

director is unable to attend meetings regularly, is

not adequately prepared, or does not contribute

effectively to Board discussions, the Chair will

address the issue with them and agree on a

course of action. All directors have access to our

policy on external appointments and executive

directors are generally not permitted to take on

more than one non-executive position.

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 78-81. 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:

– Thomas Thune Andersen’s appointed as a

non-executive director of Cadeler A/S and

Director of Lambert Energy Advisory Ltd

– Katie Jackson’s appointment as CEO of

Copper at Rio Tinto

– Daniel Shook’s appointment as a non-

executive director of XP Power Limited

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 78-81.

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 94, 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 74.

We comply with the Parker Review’s target

toappoint at least one Board member from

anethnic minority background. As part of the

latest requirements of the Parker Review, we

introduced two new management targets to

achieve three senior managers from an ethnic

minority background and a 15% target for senior

management positions to be occupied by ethnic

minority executives by December 2027. At 50%,

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 and one of the senior Board positions is

held by a female.

steps down. Isobel and Caroline brought

invaluable experience to the Group throughout

their tenure and, on behalf of the Board, I would

like to thank them for their contribution. The

Committee has commenced the search for a

new Remuneration Committee Chair and will

provide an update to the market in due course.

Sustainability Committee

A Sustainability Committee of the Board was

established in September 2024 and isanatural

evolution of the Company’s previous governance

arrangement of having a non-executive director

with designated responsibility for Sustainability

matters. Following his appointment as a member

of the Sustainability Committee, Dr Ajai Puri

stepped down from the membership of the

AuditCommittee in October.

Senior Independent Director change

Given his appointment as Chair of the

Sustainability Committee, Thomas Thune

Andersen stepped down from his role as

SeniorIndependent Director in October.

TheNomination Committee approved the

commencement of a process to identify a

Senior Independent Director, with a particular

focus on diversity. The Nomination Committee

delegated authority to the Chair to scope and

execute the process and Lygon Group were

appointed to carry out a desktop search for

potential external candidates.

The Chair and incoming Chair supported by the

Chief Executive Officer and Chief People Officer,

met with the candidates. The wider Board were

then invited to meet with the final candidates.

Results from the interviews were presented at the

October Nomination Committee for discussion

and we recommended the appointment of Anne

Thorburn as Senior Independent Director to the

Board for approval. Anne was appointed Senior

Independent Director with effect from

28 October 2024.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

As at 31 December 2024, our Executive Committee has 40% female membership, includes three

nationalities and 27% 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 2024, we achieved 24%.

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.

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.

Table 1: reporting table on sex/gender representation as at 31 December 2024

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 50% 3 3 60%

Women 5 50% 1 2 40%

Not specified/

prefer not to say 0 0% 0 0 0%

Table 2: reporting table on ethnic background as at 31 December 2024

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 9 90% 4 4 80%

Mixed/Multiple

Ethnic Groups 0 0 0 0 0

Asian/Asian

British 1 10% 0 1 20%

Black/African/

Caribbean/

BlackBritish 0 0 0 0 0

Other ethnic

group 0 0 0 0 0

Not specified/

prefer not to say 0 0 0 0 0

Nomination Committee Report continued

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

- The composition and structure

oftheBoard

- The gender balance of those in the

Executive Committee, their direct

reportsand the leadership group

- 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.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Previous Chair: Prior to Lord Smith of

Kelvinstepping down as Chair, I met with

him to facilitate the smooth transition of

theresponsibilities of Chair. He provided

mewith an overview of the Board and its

Committees, Board culture and dynamic

and the challenges and key focuses for IMI

going forward.

Senior Independent Director: I have

attended a number of meetings withboth

Thomas (as previous SID) and Anne (as

current SID) to understand governance

processes and the culture of the Company.

Non-executive directors: I met

individuallyand will continue to meet with

each of the non-executive directors for

their insight into Board dynamics, culture

and governance and to learn more about

their backgrounds and areas of expertise. As

the non-executive director withdelegated

responsibility for employee engagement,

Thomas provided an overviewof the

Company’s existing employee engagement

practices as well as the feedback from

thesesessions.

Chief Executive Officer: Following the

announcement of my appointment, I have

attended sites visits and regularly meet with

Roy to understand IMI’s purpose and

strategy and operating model.

Chief Financial Officer: Daniel Shook

provided me with an overview of all

groupfinance matters including financial

performance and projects, capital

management, budgets, market analysis,

investor relations, treasury, tax, IT and

assurance teams. As the Executive Committee

sponsor for sustainability, Daniel also briefed

with me on the Group’s sustainability strategy

and sustainability governance procedures.

Company Secretary: Louise Waldek

summarised the proposed induction plan

andprovided an overview of the Board and

itsCommittees, including the governance

framework and business cycles. We discussed

the conflicts of interests procedures, share

dealing code and training requirements. I

received access to a comprehensive suite of

resources including previous minutes, papers

and prior Board performance review results.

As the Chief Legal & Risk Officer, Louise

also provided an overview of the Group’s

risk management framework, key legal and

compliance matters, Code of Conduct and

whistleblowing arrangements.

Chief People Officer: Liz Rose provided a

detailed brief of the Company’s values

andculture, succession planning and

talentmanagement.

Chief Operating Officer: Jackie Hu

summarised the five sector’s products,

services, customers and competitors and

anoverview of health and safety across

theGroup.

External advisers: Meetings with IMI’s key

external advisers including corporate

brokers, external auditors and lawyers.

Site visits: Alongside our Chief Executive

Officer and Chief Operating Officer, I visited

our Remosa facility in Sardinia and Truflo

Marine in the UK and look forward to

visiting more sites in 2025.

Stakeholders: I attended our 2024 AGM

asaguest where I had the opportunity

tomeet with a number of investors and

employees. The Chief Executive Officer

provided an overview of the Company’s key

stakeholders, their priorities and ongoing

engagement with them.

Jamie Pike

Chair

Chair inductionprocess:

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. Anne Thorburn and Victoria Hull joined

the Board as independent non-executive

directors on 1 August 2024. The induction

process was tailored to their experience,

knowledge and Committee participation

andincluded one-to-one meetings with

theChair, non-executive directors and senior

management. Victoria and Anne attended

theBoard strategy day and visit to our site

inLjung Sweden.

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 an

update on CSRD from the external auditors

atanAudit Committee meeting and details of

changes tothe UK Listing Rules and Directors’

duties. Tailored regulatory and best-practice

updates were also provided to the Audit and

Remuneration Committees during 2024.

Non-executive directors are encouraged to

undertake appropriate external training.

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Committee performance review:

Progress on 2023 review:

2023 focus area Progress made in 2024

Consider how all Board members can have a

greater insight into potential Board candidates

before reaching the appointment stage

– During the recruitment searches in the year,

each director was invited to meet and provide

feedback on preferred candidates. The results

of the 2024 internal performance review

confirmed that all directors felt they

participated in Board changes

Ensure an orderly handover for the Chair and

Audit Committee Chair

– As part of our induction plan, Jackie Callaway

met with the Group and Sector finance teams,

our external auditor and management. A full

summary of Jackie’s induction was included

inthe 2023 Annual Report

– Jamie Pike joined the Board on 1 January 2025.

His induction is outlined on page 95 of this report

An internal performance review of the Board and its Committees was undertaken in the year led by

the Chair and supported by the Company Secretary. The review found that the Committee performs

well, has the right membership and has been highly effective in identifying and recommending

qualified candidates for leadership positions. The Nomination Committee agreed to focus on the

further development of succession plans for key management levels in 2025.

Yours faithfully

Jamie Pike

Chair of the Nomination Committee

27 February 2025

Luke joined IMI in 2013 and has held a number of roles across the Group including Group

Financial Controller, Head of Investor Relations and more recently Vice President of Finance for

the Industrial Automation sector. Luke has a deep knowledge of IMI, its culture and the drivers

ofits performance. The Nomination Committee and Board regarded him as an outstanding

candidate ideally equipped to lead the Company as it continues to execute on its proven

strategyand deliver high-quality growth.

More detail on 49

Chief Financial Officer appointmentprocess:

The Chief Financial Officer recruitment process was supported by our Chief People Officer,

LizRose, and the executive search firm of Heidrick & Struggles. Heidrick & Struggles provide

consulting support for one of our development programmes, they have no other connection

with the Company or with any individual director other than to provide recruitment services.

The Nomination Committee delegated authority to the Chair, Chief Executive

Officer andChief People Officer to agree the search criteria. Heidrick & Struggles

was instructed to produce a diverse list of candidates for consideration.

The Chief Executive Officer provided regular updates to the Board and the Committee

onthe progress of the search. Heidrick & Struggles presented 58 candidates for

review, a shortlist of five candidates (three females and two male) were interviewed

bythe Chief Executive Officer, the outgoing Chair and Chief People Officer.

The Nomination 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.

The final two preferred candidates met with the Board and the Executive Committee.

The Nomination Committee considered feedback and made a recommendation.

The Board approved, the appointment of Luke Grant as CFO and Executive

Director with effect from 1 August 2025.

Nomination Committee Report continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

Audit, risk and internal control

Audit Committee Report

Dear Shareholder

I am pleased to present my first report as Audit Committee Chair on the work

ofthe Audit Committee over the last year.

Highlights of the year

– Successful transition of our new Audit

Committee Chair, Jackie Callaway who

became Chair with effect from

1 September 2024

– Enhancing the controls framework following

the review and approval of the Group’s

material controls, in readiness forProvision 29

of the UK Corporate Governance Code 2024

– Assessing the progress of the work

performed by the Sustainability team

incompleting the Double Materiality

Assessment, in readiness for theCorporate

Sustainability Reporting Directive (‘CSRD’)

which will continue to bereviewed and

challenged by the newly established

Sustainability Committee

– Meeting sector and functional financial

leaders in the business, including the

CFO,Sector Operations who provided an

overview of the Life Technology platform

and the Sector Finance VP, Climate Control

during theCommittee’s site visit to Ljung,

Sweden inOctober 2024

Date of appointment to the Committee:

Jackie Callaway

July 2023

Isobel Sharp

September 2015

(to31 August 2024)

Thomas Thune

Andersen

March 2020

Anne Thorburn

August 2024

Dr Ajai Puri

September 2021

(to16 October 2024)

Priorities for the year ahead

– Support the smooth transition of the

ChiefFinancial Officer (CFO).

– Ensure readiness to comply with the 2024

UKCorporate Governance Code in advance

of requirements from 1 January 2026

– Continue to monitor the Omnibus simplification

package, in particular the CSRD proposed

changes and related regulatory impacts for

IMI’ssustainability reporting

– Review structure and responsibilities of Group

Assurance to ensure a continued robust

control environment

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

including sustainability reporting requirements,

all of which are prepared by management. The

full terms of reference of the Committee, which

were reviewed during the year, can be found in

the IMI Corporate Governance Framework on

the Company’s website.

The Committee met five times during the year.

Inaddition to the regular cycle of challenge and

oversight activity, it focused this year on supporting

management in identifying the material financial

and non-financial (operational, compliance and

reporting) controls in readiness for Provision 29

ofthe UK Corporate Governance Code 2024,

effective from 1 January 2026. The Committee

reviewed theCompany’s key financial information,

including monitoring the restructuring costs

incurred as partof the rationalisation processes

acrossboth the Automation and Life Technology

platforms, and accounting for the acquisition of

TWTG, and disposals during the year.

Internal control matters are regarded as a high

priority and this year we reviewed the work

undertaken to enhance the risk management

and internal controls framework and reviewed

Group Assurance reporting each quarter. We

continue to challenge 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. The Committee has monitored

the external auditor in their fourth 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 external auditors.

Members of the Audit Committee

Thomas Thune Andersen and I were members

ofthe Audit Committee throughout the year.

Isobel Sharp stood down as Chair of the Audit

Committee on 31 August 2024. On behalf of

theBoard, I would like to thank Isobel for the

outstanding contribution she has made to IMI

during her time on the Board, in particular as

Chair of the Audit Committee. Anne Thorburn

joined IMI as a non-executive director and

member of the Audit Committee on 1 August

2024. Dr Ajai Puri was an Audit Committee

member until 16 October 2024, when he stepped

down to become a member of the Sustainability

Committee. On behalf of the entire Board, I

would like to thank Ajai for his strong contribution

to the Audit Committee overthe past three years.

All Committee members are regarded by the

Board as independent non-executive directors

and details of our experience are included on

pages 78 to 81.

Jackie Callaway

Chair of Audit Committee

IMI plc Annual Report 2024

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

The Committee monitors changes in senior

finance roles and challenges management

toensure continuity of financial reporting

standards following team changes. In 2024,

management achieved successful internal

transitions of key senior finance roles and has

refreshed the talent pipeline for succession

planning, including CFO succession with the

role successfully filled with an internal candidate.

For further details please refer to page 96.

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 our website, was

approvedby the Committee.

This year’s discussion with the Group Treasurer

focused on the Group’s refinancing activities

and strategy.

The Committee reviewed and approved for

submission to the Board the statements on

going concern and viability, which are on

page72 and 73 respectively. During 2024, this

involved regular assessment of the impact of

theinflationary environment, international

conflicts and supply chain disruptions.

TheCommittee was satisfied with the going

concernand viability statements taking comfort

in particular from the resilience demonstrated

byIMI 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 has overseen the implementation

of processes for the undertaking of a Double

Materiality Assessment in line with European

Sustainability Reporting Standards (‘ESRS’) to

identify the most significant sustainability impacts

and risks affecting the Group and its stakeholders.

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 129 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 2024.

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 and oversight

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 £447.8m after £60.8m of provisions. The

Committee reviewed the judgements applied to

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

assumptions around the appropriateness of

restructuring costs of £54.7m and provisions of

£26.1m 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.

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 for recent and past

acquisitions and whether, given the future

prospects of these businesses, the carrying

value in each case remained appropriate.

I have chaired the Audit Committee since

1 September 2024 having joined as a member on

1 July 2023. As your Audit Chair, I am a qualified

accountant with over 30 years’ experience working

in finance across multinational manufacturing and

supply chain businesses. I am currently Chief

Financial Officer at Coats Group plc, and so the

Board are satisfied that I have significant recent

and relevant financial experience.

The Board is also satisfied that the Committee

members have experience at Audit Committee

level and collectively the Committee has the

financial, commercial and auditing skills,

experience and objectivity to be an effective

Audit Committee. Furthermore, Committee

members attend, as appropriate, external

training sessions to update our knowledge.

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. The Committee meets

withthe external auditor and with the Director

of Group Assurance without management

present. The Committee has the power to

callon any employee to attend.

Main areas of activity

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.

Audit Committee Report continued

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

The year-end balance sheet includes goodwill

of£670.9m (2023: £680.3m) and intangible

assets arising on acquisitions of £181.0m

(2023: £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 third year to perform the calculations and

report to management on these, which was

concluded by the Committee as appropriate.

In assessing the impairment of goodwill,

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 preliminary

numbers for the acquisition accounting of

TWTG, in October 2024 which have been

included in Note 23 and concluded that the fair

value accounting for the opening balance sheet

was appropriate.

Tax

The Committee reviewed the adequacy of

taxation provisions for uncertain matters.

Further details on these areas can be found

inNotes 3 and 9 respectively.

Key sources of estimation uncertainty

Pensions

The Committee also reviewed the appropriateness

of the accounting treatment in respect of pension

scheme liabilities, including the actuarial

assumptions used, which provide a key source of

estimation uncertainty. The Committee also

received a report reflecting appropriate expert

input, 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

different responsibilities for site, region, sector,

platform, and Group teams. The continued

implementation of the automation tool across

the organisation to support with balance sheet

reconciliations is progressing well and has helped

to facilitate an improved control environment and

risk-based approach to controls.

The Audit Committee has received regular

updates and has challenged the progress made

on the project to enhance the internal controls

framework to ensure readiness for compliance

with Provision 29 of the UK Corporate

Governance Code 2024, which comes into

effect from 1 January 2026. Material financial

and non-financial (operational, compliance and

reporting) controls have been reviewed and

approved by the Committee and a dry run of the

process is taking place during 2025, following

the implementation of an automated tool. This

process has resulted in the development of a

more robust and granular framework of internal

controls, an improvement to the consistency

and quality of documentation of internal

controls, better linkage to the Group’s risks,

including Principal Risks and an increased

focuson assurance of non-financial information.

The newly appointed VP Finance of the Climate

Control Sector attended the Audit Committee

meeting in Ljung, Sweden during the year, to

provide an update on the finance team and

theplanned project to continue to centralise

financial control across the sector at the

business support centre in Poland.

Further to the announcement on 6 February 2025

regarding the cyber incident, management has

confirmed that IMI has returned to normal

operations. Management reacted swiftly to

respond, engaging external cyber security experts

to investigate and contain the incident. IMI’s cyber

incident management and communications plans

were activated, and the experience will inform

management’s strategy in this area going forward.

We plan to review this strategy in 2025.

Internal audit

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 primarily

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 increasing 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 Sustainability section of

the Annual Report

Other review projects undertaken during

theyear included Group Treasury, inventory

excess and obsolete provisions, balance sheet

automation system, capital investment 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 2024, Group Assurance assisted in

theintegration of 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 2024, 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 amendments at all of its

meetings. The completion of actions arising from

internal audits and reviews is monitored by the

Committee to ensure their timely completion.

During the year, 48 internal audit reviews were

completed. The majority of the 2024 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 also used

to improve efficiency and ensure emerging

issues were addressed.

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

IMI plc Annual Report 2024

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

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.

During 2025, the Committee plans to conduct

afull review of Group Assurance, including

resources and responsibilities, to ensure the

function is fully aligned to the new shape of the

business and focused on auditing controls that

mitigate the Group’s principal and key risks.

The improvement actions for 2024 were

made,with focus on identifying a tool to

supportautomation of controls testing across

theorganisation to support the review of UK

Corporate Governance Code changes and sector

finance processes to ensure key financial controls

are documented and continuously monitored

throughout the year.

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 130 to 137 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

satisfactory. In assessing auditor independence,

the Committee had regard to the Financial

Reporting Council’s (FRC) best practice

guidance for audit committees.

It also considered the FRC’s Minimum Standards

for Audit Committee and, apart for one 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, 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

(2023: £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 in

respect of 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 2024

AnnualGeneral Meeting, the Committee

reviewed and approved the proposed audit

feepayable to Deloitte.

The Committee formally reviewed the

effectiveness of the 2023 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

2023 external audit process has been good and

effective. To enhance further the external audit

process, certain improvement actions were

identified, and plans were put in place by

management and Deloitte to address these

during the 2024 audit. Management and Deloitte

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 2024.

Audit tendering

Current legislation will require an audit tender

byno 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 performance review

An internal performance review of the

Committee was undertaken in the year. The

review found that the Committee performs well,

and no major areas of concern were identified.

The Committee approved this report on its work.

Yours faithfully

Jackie Callaway

Chair of the Audit Committee

27 February 2025

Audit Committee Report continued

IMI plc Annual Report 2024

100

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Additional InformationFinancial StatementsCorporate Governance

Sustainability

CommitteeReport

Date of appointment to the Committee:

Thomas Thune Andersen

September 2024

Dr Ajai Puri

September 2024

Victoria Hull

September 2024

Highlights of the year

– Completing our Double Materiality

Assessment (DMA) as a prerequisite

totheEU CSRD regulations

– Achieving approval from the SBTi for

ourScope 1, 2 and 3 near-term and net

zero targets

Priorities for the year ahead

– Strengthening our DMA frameworks to

align with the ISSB and IFRS S1 and S2

requirements

– Establishing additional frameworks and

policies to enhance our sustainability

strategy further

Thomas Thune Andersen

Chair of the Sustainability Committee

Dear Shareholder

The Sustainability Committee was established in September 2024. This report

isintended to give an account of the Committee and its activities in the year.

The core responsibilities of the

Committee include:

– Oversee the development of the company’s

sustainability strategy

– Review the effectiveness of the teams,

external advisers, governance and processes

in place to ensure the outcomes of the

sustainability strategy are delivered

– Support the remuneration committee

ontheuse of sustainability metrics in

executiveremuneration

– Monitor annual and long-term progress

against previously set sustainability objectives

The Committee reviewed and refreshed its

terms of reference, which were approved by

theBoard to take effect from 26 February 2025.

The fullterms of reference of the Committee

can befound in the IMI Corporate Governance

Framework on the Company’s website.

Composition

The Committee consists of three non-executive

directors. All of the non-executive directors on

the Committee are regarded as independent

non-executive directors and details of our

experience are included on pages 78 to 81. In

the year, the Committee held one scheduled

meeting. Member attendance is included in the

table on page 87. The Company Secretary is

secretary to the Committee and together with

the Head of Sustainability attends all meetings

ofthe Committee. The Chief Executive Officer

and Chief Financial Officer are not members

ofthe Committee but are invited to attend

allmeetings. In addition, the Chair and other

non-executive directors are welcome to attend,

and usually join, the meetings.

Main areas of activity

The Committee reviewed and approved its 2025

business cycle. An update was received from the

Head of Sustainability on progress towards 2024

climate action targets, forecast 2025 targets and

a climate related regulatory update.

Committee performance review

As the Committee was established in September

and only held one meeting in the year, it was

notincluded in the internal performance review.

The Committee’s performance will be included

in the 2025 review.

Yours faithfully

Thomas Thune Andersen

Chair of the Sustainability Committee

27 February 2025

IMI plc Annual Report 2024

101

Additional InformationFinancial StatementsCorporate Governance

Strategic Report

Remuneration

Committee Report

Dear Shareholder

On behalf of the Board, I am pleased to present the Annual Directors’

Remuneration Report for the year ended 31 December 2024.

Highlights of the year

– Continued to create value for our

stakeholders through improved

financialperformance

– Oversaw the successful implementation

ofour Remuneration Policy, ensuring full

compliance with the 2024 UK Corporate

Governance Code

Priorities for the year ahead

– Implement pay decisions to support a

successful CFO transition from Daniel

Shook to Luke Grant

– Ensure a seamless transition of

Remuneration Committee Chair following

the 2025 AGM

– Support and challenge initiatives as we

work to achieve our ambition for all

employees to be paid a living wage

Date of appointment to the Committee:

Caroline Dowling

January 2020

Katie Jackson

July 2018

Dr Ajai Puri

March 2021

Victoria Hull

August 2024

Remuneration in 2024

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

96.43%of shareholder votes at the 2024

AnnualGeneral Meeting supported the

Committee’s implementation of the

currentRemunerationPolicy.

Economic environment

Our stretching 2024 annual incentive targets

were set with the ambition to achieve significant

growth on 2023 results. Whilst 2024 was a year

of significant macro-economic disruption, there

has been no cause to adjust targets.

Wider workforce pay

We have continued to monitor cost of living

increases impacting our employees. We use

living wage indices in each of our main countries

to help us assess employee pay against cost of

living standards. Even in countries experiencing

high cost of living increases, our ambition is for

all employees to be paid at least in line with

Living Wage indicators. We have also allocated

budgets to pay higher than average pay awards

to those employees most impacted by cost of

living increases.

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2.6%.

Pay for performance

Our focus in determining incentive outcomes for

2024 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

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 14.

Key strategic and performance highlights

in2024 include:

– Group revenue of £2,210m increased

organically by 4% and adjusted operating

margin increased by 100bps to 19.7%,

statutory operating margin was 160bps

higherthanlast year

– Group adjusted profit before tax increased

from £387m to £419m, statutory profit

beforetax increased from £302m to £331m

– Adjusted basic EPS increased from 116.8p

to122.5p

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 2024 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 97.6% and

98.4% of maximum for the executive directors,

which fairly reflects business, individual

performance and is aligned with the wider

stakeholder experience.

Caroline Dowling

Chair of the Remuneration Committee

IMI plc Annual Report 2024

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Additional InformationFinancial StatementsCorporate Governance

Remuneration in 2025

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 8.4% to Roy Twite from

£829,900 to £900,000 effective 1 January 2025.

Since his appointment in 2019, at each annual

review date, Roy’s salary has either been frozen

orhas been increased in-line with or below

theaverage rate of UK employees. In addition,

hisannual bonus and IIP opportunities have

remained unchanged. The Committee feels

thatthis increase is warranted based on the

exceptional performance of IMI under Roy’s

leadership since his appointment and also

reflects the growth and strategic transformation

in IMI since 2019. Roy has led IMI into the FTSE

100, generating a 11% CAGR in adjusted basic EPS

since the strategy was launched in 2019. We have

returned over £600m to shareholders through

dividends and share buybacks during this period,

while significantly strengthening our business

tosupport growth, improving the quality and

resilience of our portfolio and rebalancing the

geographic mix of our revenue. The Committee

is aware that high-performing CEOs of global

companies are highly sought after in the market

for executive talent. This increase is also to

ensure that Roy is fairly rewarded in this context.

Daniel Shook will be awarded an increase of

2.3% from £576,700 to £590,000 effective

1 January 2025.

The average increase awarded to UK employees

was 2.6%.

Director changes

Victoria Hull and Anne Thornburn both

joinedthe Board on 1 August 2024 and their

remuneration is in line with the standard rates

for non-executive directors as set out on page

116. Victoria Hull was appointed a member of

the Remuneration Committee in August. Isobel

Sharp stepped down from the Board on

31 August 2024.

Additionally, Lord Smith of Kelvin stepped down as

Chair on 31 December 2024. Following a thorough

selection process, Jamie Pike joined the Board and

was appointed Chair on 1 January 2025.

We announced that our Chief Financial Officer,

Daniel Shook will be leaving IMI in 2025. We

subsequently announced the promotion of

LukeGrant to the Board as Chief Financial

Officereffective 1 August 2025. Luke’s proposed

remuneration package on appointment is in line

with our remuneration policy and details can be

found on pages 121 to 123. In respect of Daniel

Shook, the Committee agreed the terms of his

departure in line with our approved remuneration

policy including the treatment of outstanding

incentive awards which is set out on page 120.

Policy implementation

No changes have been proposed to the overall

measures or weightings applying to the annual

bonus and IIP for 2025.

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 2025 will be based on relative

TSR (30%), Adjusted EPS growth (30%), ROIC

(30%), and total CO

intensity (Scope 1 & 2)

reduction against the 2019 base figure (10%).

Finally, this will be my last report as Remuneration

Committee Chair as I step down from the Board at

the 2025 AGM. I would like to take the opportunity

to thank my fellow Committee members for their

support during my tenure and wish them every

success in the future.

Yours faithfully

Caroline Dowling

Chair of the Remuneration Committee

27 February 2025

The 2022 IMI Incentive Plan (‘IIP’) award was

granted on 11 March 2022 and is due to vest

on11 March 2025. 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 2022 IIP award was subject to relative

TotalShareholder Return (‘TSR’), Adjusted Basic

Earnings Per Share (‘EPS’) growth, stretching

Return on Invested Capital (‘ROIC’), and CO

intensity targets measured over three financial

years and will vest at 69.3% in March 2025.

Acquisitions and disposals

The Committee also considered the impact

ofthedisposal of IMF France and acquisition of

TWTG on incentive outcomes. IMF was disposed

of on 25 April 2024. Group Profit Before Tax

outcomes were adjusted to include the budget

operating profit for the remaining months of 2024.

This is consistent with the approach taken for

other disposals. No adjustment has been made

toIIP vesting outcomes.

TWTG was acquired on 31 October 2024.

Profitsarising from TWTG in 2024 will not be

included in Group Profit Before Tax outcomes.

No adjustments has been made to IIP

vestingoutcome.

IMI plc Annual Report 2024

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Financial StatementsCorporate Governance Additional Information

Annual Directors’

Remuneration Report

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 8 May 2025. 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 on 9 May 2024. A copy of the approved

Directors’ Remuneration Policy is included in the

2023 Annual Report which can be found on the

IMI website.

The Committee

Composition

The members of the Committee throughout

theyear were Caroline Dowling (Chair), Katie

Jackson, Dr Ajai Puri and Victoria Hull. 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 2024)

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 2024. 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 £99,850

in 2024.

WTW are signatories to the Remuneration

Consultants’ Code of Conduct in the UK.

A summary of the Committee’s

activities during 2024

The Committee held three scheduled meetings

during the year; attendance can be viewed in the

table on page 87. 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 2024 share awards to

members of the Executive Committee

– Approval of achievements and outcomes

under the incentive plans

– Approval of the terms of departure in 2025

forthe Chief Financial Officer and the terms

for the new Chief Financial Officer

– Review and approval of a fee increase

fortheChair

– Review and approval of base salary increases

for the Executive Directors

– Review of IMI’s gender and ethnicity pay gap

data for 2024

– 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 Malus and Clawback clauses

toensure they afford the Remuneration

Committee sufficient recovery provisions

– 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 2024 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 (2024 AGM) 96.43% 3.57% 35,591

Directors’ Remuneration Policy (2024 AGM) 96.43% 3.57% 44,742

Remuneration continued

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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

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 106 Page 106 Page 106 Page 109 to 115 Page 115 to 116 Page 116

Roy Twite 2024 830 91 29 1,620 1,859 6 4,435 950 3,485

2023 794 87 31 1,550 2,215 4 4,681 912 3,769

Daniel Shook 2024 577 63 53 851 743 4 2,291 693 1,598

2023 529 58 48 763 845 4 2,247 635 1,612

Roy Twite served on the Board of Halma plc until 7 June 2024 and received fees of £33,128 in respect of this appointment, which he retained. Roy Twite was appointed a non-executive director of Ashtead

Group plc with effect from 10 June 2024 and received fees of £50,192 in respect of this appointment, which he retained.

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 2025, that related to performance in the three years to 31 December 2024, the average share price over the final three months of 2024 (1,777.45 pence) is

used to estimate the value of shares on vesting. The value attributed to share price appreciation in respect of the 2022 award (based on the three month average share price at

31 December 2024) was £644,315 for Roy Twite and £257,539 for Daniel Shook. This equates to 25% of the total award vested for both Executive Directors.

For the 2023 financial year the IIP figure for the executive directors was estimated based on the share price (1,560.44 pence) over the final months of the financial year.

Thefigure has been restated based on the actual share price on vesting of 1,828.00 pence. The difference between the estimated figures and the actual figures are £324,168

forRoy Twite and £123,621 for Daniel Shook. The adjusted percentage attributed to share price appreciation equates to 28%.

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).

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Executive remuneration received in respect of 2024

Base salary

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.

For 2024, as explained in the 2023 Directors Remuneration Report, the Chief Executive Officer and

ChiefFinancial Officer received base salary increases of 4.5% and 9.0% respectively. The average

increase awarded to the wider workforce was 4.8%. Effective 1 January 2024, the base salary for

theChief Executive Officer was £829,900 and the base salary for the Chief Financial Officer was

£576,700.

Pension

Roy Twite and Daniel Shook both received a pension contribution and cash allowance equivalent

to11% of base salary which is consistent with the average global employee pension opportunity

foremployees.

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

2024

£000pa

Accrued

pension in the

Fund as at

31 December

2023

£000pa

Roy Twite 91 87

Benefits

During the year the executive directors received several benefits, which are summarised below.

Roy Twite Daniel Shook

2024 2023 2024 2023

Non-cash benefits (£000) 9 11 39 34

Company car and fuel allowance (£000) 20 20 14 14

Allowances and reimbursement (£000) – – – –

Total 29 31 53 48

In addition to the above benefits and allowances that are included in the single figure table (refer to

table on page 105), 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.

Remuneration continued

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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 2024 values and KPIs and how these incentivise and reward our executives for achievement of the KPIs.

IMI value KPI Why it is important and how is it incentivised?

Annual

bonus IIP

Create impact Adjusted operating profit* – Generates value for our shareholders and creates more opportunity to invest further

– Group PBT is a core annual bonus performance metric

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

Always care 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

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 a Sustainability underpin which could result in reduced vesting outcomes

ifIMIunderperform

Intensity* – Our purpose Breakthrough engineering for a better world drives our strategy and our ambition,

including our commitment to halve our total CO

intensity by 2030 (based on 2019 Scope 1 & 2

emissions)

– Each director has a specific CO

intensity target included as a personal objective for the annual

bonusplan

– CO

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.

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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 2024 that were fully aligned to

thebusiness strategy and the annual budget as approved by the Board in December 2023. The 2024

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 a Sustainability underpin to provide discretion for the Committee to take

intoaccount any relevant Sustainability matters when determining bonus outcomes.

For 2025, see page 122 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

The Group made significant strategic and financial progress in 2024:

– Group revenue of £2,210m increased organically by 4% and adjusted operating margin

increasedby 100bps to 19.7%, statutory operating margin was 160bps higher than last year

– Group adjusted profit before tax increased from £387m to £419m, statutory profit before tax

increased from £302m to £331m

– Adjusted Basic EPS increased from 116.8p to 122.5p

The Alternative Performance Measures referred to above are defined in Note 3.

Remuneration continued

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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 2024 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 89.

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 2024 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 weighting

Threshold (0% of

maximum)

Target (50% of

maximum)

Maximum (100%

of maximum)

All executive directors Group adjusted profit before tax

80% £377.9m £408.6m £429.0m £437.7m 100% 80%

Strategic and personal objectives 20% See table on pages 110 to 112

100%

Adjusted Group profit before tax, as set out in the Consolidated Income Statement on page 138, adjusted for the impact of foreign exchange, acquisitions and disposals.

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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.

A summary of the strategic and personal objectives set for 2024 and the performance against them is provided in the table below.

Director 2024 strategic and personal objectives Commentary

Weighting

(% of maximum)

Performance

achieved

(% of maximum)

Roy Twite Strengthen organisation: Focus the entire management

team on creating sustainable profitable growth. Continue

to accelerate the IMI Executive team’s performance. Build

succession plans for the Executive team and further drive

succession depth across all management. Further

improve employee communication and engagement.

– The IMI strategy continues to be deployed successfully. Adjusted organic profit

before tax increased by 10% during 2024

– The IMI Executive team is functioning well and leading IMI’s success. The

appointment of Jackie Hu as Chief Operating Officer evolved our structure,

enabling Jackie to operate at pace to share our commercial excellence, market-led

innovation and complexity reduction best practice across IMI

– Internal succession plans are in place, with strong candidates for all Executive team

members. The appointment of Luke Grant to succeed Daniel Shook as Group CFO

is a great example of our internal succession pipeline, with Luke able to provide

important continuity and operational excellence in the role

– The IMI employee engagement score increased from 77% to 79% of employees

stating that IMI is a great place to work. Wellbeing scores also improved

substantially, well above external benchmarks

20% 88%

Advancing growth: Fully deploy the agreed strategy.

Execute the major strategic projects on time, to budget.

Improve customer satisfaction and Net Promoter Scores

at the business unit level.

– Organic Revenues have increased by 4% in very mixed markets

– Our Growth Hub teams delivered a record £149m of Growth Hub orders in 2024

(2023: £89m)

– Adjusted basic earnings per share growth was 5%, consolidating IMI’s place in the

FTSE 100

– Complexity-reducing restructuring programme launched in 2019 is now complete

supporting the 550bps expansion in adjusted operating margin since 2019

– Continued to develop acquisition pipelines throughout 2024. TWTG was acquired

inOctober 2024 to accelerate aftermarket growth, particularly within Process

Automation

– The new IMI operating structure was successfully deployed in 2023, providing IMI

with greater opportunities to harness innovation, leverage talent and synergies to

deliver greater cost savings and invest in growth

– 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

Remuneration continued

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Director 2024 strategic and personal objectives Commentary

Weighting

(% of maximum)

Performance

achieved

(% of maximum)

Roy Twite

continued

Sustainability: Ensure IMI’s Sustainability agenda is

advanced to deliver our targets, in particular Scope 3

emissions reductions. Support the sectors in reducing

total recordable incidents in 2024.

Drive a proactive diversity and inclusion culture at IMI.

Increase women in management roles from 22% to 25%,

ensure diverse shortlist for all management and

leadership hires.

Effectively communicate progress against the strategic

plan to our shareholders.

– Our Scope 3 emissions reduced by a further 2% to -10% vs our 2021 baseline,

andwe successfully improved our Scope 1 & 2 intensity by a further 3%

– Achieved AAA status with MSCI and remain members of the London Stock

Exchange’s Green Economy Mark

– Significant progress made on health and safety in 2024, including an increase in

hazard detection and prevention, with 37,200 reports logged and a 92% closure rate

within 30 days, exceeding our 90% target

– Our total recordable incident frequency rate (TRIFR) was 0.38, reduced from 0.44

in2023, keeping IMI in the top quartile within the industry sector

– Our Women in Management score increased from 22% to 24% showing good

progress to achieve our target of 25%

– Shareholder engagement remained high with 47 investor meetings held in 2024

Daniel Shook Strengthen organisation: Focus the entire management

team on creating sustainable profitable growth. Ensure

all new senior finance hires land well and are successful.

Further improve employee communication and sustain

high levels of employee engagement. Demonstrate and

ensure adoption of our new IMI values.

– IMI continues to have strong and committed Finance and IT teams with clear

succession plans in place. Some strong new additions and successful promotions

within the Finance leadership team during 2024. The succession of Luke Grant as

Chief Finance Officer demonstrates robust succession planning and ability to

identify and develop talent from within

– Employee engagement scores across IMI remained high at 79% with the global

Finance and IT team achieving a score of 79%

– The new branding and IMI values are now firmly embedded within the organisation,

shaping how we connect with customers and each other

20% 92%

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Director 2024 strategic and personal objectives Commentary

Weighting

(% of maximum)

Performance

achieved

(% of maximum)

Daniel Shook

continued

Advancing growth: Continue to advance our data

intelligence tools across the organisation. Support our

One IMI transition by aligning our IT infrastructure.

Ensure all acquisitions transition into the IMI Finance

control environment successfully. Achieve acquisition

business cases.

– There has been a sustained focus on enhancing our digital capabilities and

promoting the use of artificial intelligence across the organisation

– Significant progress has been made to further leverage our expertise and share best

practice to develop and build our data intelligence capability

– Our IT infrastructure is developing to improve the quality and insights from our

business and customer data, supporting profitable growth

– Continued strong focus to deliver our business cases for Adaptas, PBM and

Heatmiser. Successfully completed the TWTG acquisition in October 2024

Sustainability: Review, improve and document the

internal controls processes. Support Platforms in

improving all internal controls declaration (ICD) scores.

Ensure IMI’s Sustainability agenda is advanced to deliver

our targets, in particular Scope 3 emissions reductions.

Support the sectors in reducing total recordable

incidents in 2024.

Drive a proactive diversity and inclusion culture at IMI.

Increase women in management roles from 22% to 25%,

ensure diverse shortlists for all management and

leadership hires.

Effectively communicate progress against the strategic

plan to our shareholders.

– Developed a robust and granular framework of internal controls, delivering an

improvement in the consistency and quality of internal controls documentation

with improved overall scores across our sites

– Our Scope 3 emissions reduced by a further 2% to -10% vs our 2021 baseline, and

we successfully improved our Scope 1 & 2 intensity by a further 3%

– Across IMI, the women in management representation increased to 24%. Female

representation within the senior Finance leadership team has increased in 2024

through the promotion and recruitment of several employees, with a strong pipeline

of high potential female employees

– Continued to develop and build strong investor relationships with over 230 unique

investor meetings held in 2024 (2023: 190) by the investor relations team

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

(%)

2024 maximum

bonus achieved

(% of maximum)

Roy Twite 80% 17.6% 97.6%

Daniel Shook 80% 18.4% 98.4%

Remuneration continued

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Based on the performance described above, the annual incentive bonus outcomes for 2024 are set out below:

Director

2024 maximum

bonus opportunity

(% of salary)

2024 maximum

bonus achieved

(% of maximum)

Total bonus

awarded

(£000)

Total bonus

awarded

(% of salary)

Achievement of

share ownership

guidelines at

31 Dec 2024

Bonus delivered

in form of

cash

(£000)

Bonus delivered

in form of

share awards

(£000)

Roy Twite 200% 97.6% 1,620 195.2% 336.1% 1,620 –

Daniel Shook 150% 98.4% 851 147.6% 251.4% 851 –

Achievement is expressed as a percentage of each Director’s target Share Ownership Guideline. 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 114.

Awards vesting under the IIP

In March 2022, performance share awards were made to the executive directors under the IIP. The vesting of the awards was subject to the achievement of four independent performance conditions

asdescribed below, measured over the three-years ended 31 December 2024. The 2022 IIP award will vest in March 2025 at 69.3% of maximum.

Director Initial award

Value on date

of award

(£000)

Number of initial

shares vesting

Additional

dividend

equivalent shares

Total shares

vesting

Value of shares

on vesting

(£000)

Roy Twite 143,144 1,900 99,198 5,382 104,580 1,859

Daniel Shook 57,216 759 39,650 2,149 41,799 743

The three-day average mid-market price on the date of award was 1,327.33 pence.

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 2024 (1,777.45 pence).

Return on invested capital (‘ROIC’)

30% 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

2024. 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% no award under this element would vest. 25% of the award would vest for ROIC of 11%, rising on a straight-line basis to full vesting for ROIC of 13%. At the end of the performance

period return on invested capital was 13.4%. The resultant vesting outcome for this element of the award is 30%.

Total Shareholder Return (‘TSR’)

30% 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 12th of the peer group. The resultant vesting outcome for this element of the award is nil.

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Adjusted earnings per share (‘EPS’)

30% 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 10% per annum.

Over the three-year performance period ended 31 December 2024, IMI delivered EPS growth

of10%. The resultant vesting outcome for this element of the award is 30%.

intensity reduction

10% of the award was subject to the achievement of the CO

intensity reduction measure. This is

defined as the reduction of total CO

intensity (Scope 1 & 2) when compared to the 2019 base year

(2.78 tCO

e per 1,000 hours worked) as at the end of the vesting period of the award. This aligns to

our announcement in 2021 of halving our total CO

intensity (Scope 1 & 2) by 2030. The threshold

target will equate to a total reduction of CO

intensity (Scope 1 & 2) of 40% by the end of 2030

(1.67tCO

e per 1,000 hours worked) when compared to the 2019 base year with maximum target

proposed to be equal to a total reduction of 55% by the end of 2030 (1.25 tCO

e per 1,000 hours

worked) when compared to the 2019 base year.

No part of the award under this element would vest unless a reduction of 17% was achieved. 25%

would vest for a reduction of 17% and full vesting would occur for a reduction of 32% or better,

withstraight line vesting in between.

Over the three-year performance period ended 31 December 2024, IMI delivered -30.6%.

Theresultant vesting outcome for this element of the award is 9.3%.

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

– Corporate Failure

– 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 2024 it is not appropriate for

any reason to exercise the discretion to override the formulaic outcome of the 2022 IIP awards or

recover amounts previously awarded.

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 2024) as outlined above, their entire 2024 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 2024 (audited)

Grants made under the IIP

Performance share award grants under the IIP were made on 19 March 2024 in the form of nil-cost

options. Awards are due to vest on 19 March 2027, subject to the performance metrics described

inthe 2023 Annual Report: Relative TSR, Adjusted EPS growth (30%), ROIC (30%), and total CO

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.

Remuneration continued

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The performance targets, which consider the Group’s approach to implementing accounting changes under IFRS 16, and vesting scale that apply to the 2024 IIP awards are as follows:

Relative TSR Adjusted EPS ROIC Total CO

intensity Level of vesting

Threshold Median 3% 11.5% 2019 base – 26% (2.18 tCO

e per 1,000 hours worked) 25%

Maximum Upper quartile 10% 13% 2019 base – 41% (1.77 tCO

e per 1,000 hours worked) 100%

Weighting 30% 30% 30% 10%

The following performance share award grants were approved and made in 2024:

IIP shares

awarded

Value on

date of award

(£000)

Award as a

percentage

of salary

Roy Twite 116,210 2,075 250%

Daniel Shook 48,453 865 150%

The three-day average mid-market price on the date of award was 1,785.33 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 2024.

For share awards granted in 2024 the TSR group included 17 companies to ensure alignment with our peers and comparison to companies with similar products, customers and global spread. The 2024

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

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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

(£000)

Number of

options awarded

Value of options²

(£000)

Dividends

(£000)

Total value under

the all-employee

share plans

(£000)

Roy Twite 2024 200 4 1,109 2 – 6

2023 243 4 – – – 4

Daniel Shook 2024 200 4 – – – 4

2023 243 4 – – – 4

In 2024 free shares were awarded at a share price of 1,795.00 pence (1,476.00 pence in 2023).

In 2024 SAYE awards were made at a 10% discount and the value shown is the intrinsic gain at the date of grant, calculated in accordance with the single figure requirements (on page 105).

Chairs 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 2024 and 31 December 2023.

2024

(£000)

2023

(£000)

Director

Base fees Additional fees Taxable benefits

Total Base fees Additional fees Taxable benefits

Total

Lord Smith of Kelvin 384 – 8 392 368 – 10 378

Isobel Sharp

51 13 4 68 74 18 6 98

Thomas Thune Andersen

77 29 14 120 74 23 21 118

Katie Jackson 77 – 5 82 74 – 5 79

Caroline Dowling

77 19 11 107 74 18 14 106

Dr Ajai Puri 77 – 5 82 74 – 8 82

Jackie Callaway

77 6 8 91 37 – 5 42

Victoria Hull

32 – 2 34 – – – –

Anne Thorburn

32 2 5 39 – – – –

Taxable benefits includes travel and hotel expenses plus tax costs associated with Board meetings held at IMI HQ.

Includes fee for Audit Committee Chair. Isobel Sharp stepped down from the Board on 31 August 2024.

Includes fee for Senior Independent Director, non-executive director with responsibility for employee engagement and for ESG matters and Sustainability Committee Chair. Thomas Thune Andersen was appointed

asSustainabilityCommittee Chair on 2 September 2024 and from this date he no longer received a fee for his responsibilities for ESG matters. He stepped down as Senior Independent Director on 28 October 2024.

2024feesrepresent pro-rated amount.

Includes fee for Remuneration Committee Chair.

Jackie Callaway was appointed to the Board on 1 July 2023. 2023 fees represent pro-rated amount. Appointed Audit Committee Chair on 1 September 2024. 2024 fees represent pro-rated amount.

Victoria Hull was appointed to the Board on 1 August 2024. 2024 fees represent pro-rated amount.

Anne Thorburn was appointed to the Board on 1 August 2024 and appointed Senior Independent Director on 29 October 2024. 2024 fees represent pro-rated amount.

Fees for Jamie Pike will be included in this table from 2025 onwards.

Remuneration continued

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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 2024 or at the date of leaving the Board.

During the period 31 December 2024 to 27 February 2025 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 14 January 2025 of eight shares on behalf of Roy Twite and seven shares on behalf of Daniel Shook at 1,836.00 pence per share, and 11 February 2025 of eight shares on behalf of Roy Twite and six

shares on behalf of Daniel Shook at 1,935.00 pence per share. Jamie Pike joined the Board on 1 January 2025 and as at 27 February 2025 does not hold any shares in the Company.

Scheme interests

Nil-cost options

With performance conditions

Without performance conditions

(deferred bonus share awards)

Director Total interests

Beneficial

interests Unvested

Vested but

unexercised Unvested

Vested but

unexercised

All-employee

share plans

Roy Twite 819,446 402,828 406,383 – – – 10,235

Daniel Shook 327,053 158,821 164,467 – – – 3,765

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 3,954 3,954 – – – – –

Victoria Hull – – – – – – –

Anne Thorburn 5,000 5,000 – – – – –

Vesting dates of share awards are shown in Note 6, page 157.

Relative importance of spend on pay

The following information is intended to provide additional context regarding the total remuneration for executive directors.

2024

(£m)

2023

(£m)

Change

(£m)

Change

(%)

Dividends 76.0 68.8 7.2 10%

Total employment costs for Group (see Note 5 on page 204) 597.7 633.0 -35.3 -6%

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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 FTSE 100 and FTSE 250 over the last ten years. We compare

performance to the FTSE 100 as IMI is currently a constituent of the index. The FTSE 250 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.

2014

Source: S&P Global Capital IQ

IMI

£0

£50

£100

£150

£200

£250

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

FTSE 100 FTSE 250

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 2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

Total

remuneration

(single figure,

£000) 1,667 1,901 2,773 3,047 1,707 2,455 3,978 3,970

4,681

4,435

Annual variable

pay (% of

maximum) 40% 50% 95% 75% 43% 73% 98% 50% 98% 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% 69.3%

Represents remuneration for Mark Selway, who was appointed Chief Executive Officer on 1 January 2014.

Represents remuneration for Roy Twite, who was appointed Chief Executive Officer on 9 May 2019.

Figure recalculated, see page 105.

Remuneration continued

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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

Isobel

Sharp

Thomas

Thune

Andersen

Katie

Jackson

Caroline

Dowling

Dr Ajai

Puri

Jackie

Callaway

Victoria Hull

Anne

Thorburn

Average Pay

of UK HQ

employees

2020 Annual Salary/Fees 7.5% -3.1% -3.1% -3.7% 1.5% -4.5% – – – – – 3.8%

Benefits

-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

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

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

-3.1% -7.7% 42.9% 20.0% 110.0% 0.0% 133.3% 60.0% – – – 1.5%

Annual Bonus 104.8% 105.1% – – – – – – – – – 152.2%

2024 Annual Salary/Fees 4.5% 9.0% 4.5% -30.3% 8.7% 4.5% 4.5% 4.5% 126.4% – – 9.9%

Benefits⁹ -6.5% 10.4% -20.0% -33.3% -33.3% 0.0% -21.4% -37.5% 60.0% – – 1.5%

Annual Bonus 4.5% 11.5% – – – – – – – – – 9.5%

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.

Isobel Sharp stepped down from the Board on 31 August 2024. Change in fee represents pro-rated amounts.

Senior Independent Director fee pro-rated in 2021 following appointment on 1 September 2021. Thomas Thune Andersen was appointed Sustainability Committee Chair on 2 September 2024 and stepped down as Senior

Independent Director on 28 October 2024, fee represents pro-rated amounts.

Chair of the Remuneration Committee fee pro-rated in 2021 following appointment on 1 September 2021.

Dr Ajai Puri was appointed to the Board on 1 March 2021. Fees represented pro-rated amounts.

Jackie Callaway was appointed to the Board on 1 July 2023. 2023 fees represented pro-rated amounts. Appointed Audit Committee Chair on 1 September 2024. Change in fee represents pro-rated amounts.

Victoria Hull was appointed to the Board on 1 August 2024. Percentage changes will be reported from 2024 onwards.

Anne Thorburn was appointed to the Board on 1 August 2024. Appointed Senior Independent Director on 29 October 2024. Change in fee represents pro-rated amounts. Percentage changes will be reported from 2024 onwards.

Benefits include travel to Board meetings held at IMI plc Head Office. In 2021 Board meetings were held remotely.

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.

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Payments to past directors and payments for loss of office

There have been no payments to past directors and no payments for loss of office during the financial year, including in relation to the announced departure of Daniel Shook in August 2025.

The Committee has determined that Daniel Shook will be granted good leaver status under the incentive schemes in relation to the planned departure and will remain an employee of IMI until

31 December 2025 to assist with transition in a non-director capacity.

The agreed treatment of Daniel’s pay is in line with the agreed Directors’ Remuneration Policy and adheres to the IMI Incentive Plan Rules. The arrangements for Daniel Shook are as follows:

– Salary, pension and benefits to be paid up to the date he steps down from the Board in 2025 with no payment in lieu of notice

– 2024 annual bonus to be paid as normal as described on page 113 and any 2025 annual bonus to be pro-rated and subject to performance conditions and paid at the normal time in March 2026

– Daniel will not receive an IIP award in 2025. At the time Daniel steps down from the Board, the 2023, and 2024 IIP awards vesting in March 2026 and March 2027 respectively, will be pro-rated to

theendof his employment, be eligible to vest at the normal time based on normal performance conditions and will be subject to a two-year holding period

– Any holding periods in relation to other IIP awards currently in place will continue

In line with the Directors’ Remuneration Policy, Daniel will be subject to shareholding requirements following his departure from the Board. This requires that a number of shares equal in value on

departure from the Board to 200% of salary are held for two years. As set out in our approved policy, this will be implemented by a signed agreement.

Upon departure from the Board in August 2025, Daniel Shook will continue to receive a salary of the same amount, as well as benefits in line with our standard benefits programmes for employees until

theend of his employment on 31 December 2025. Daniel will not be entitled to a bonus for this period.

Pay ratio reporting

The table below sets out the ratio at median, 25th and 75th percentile of the total remuneration received by the Group 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)

2024 Option C 115:1 98:1 67:1

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 2024 Chief Executive Officer’s 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 2024

– As is permitted by Option C of the regulations, the Gender Pay Gap data for 2024 based on a snapshot in April 2024 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 2024

– 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 2024 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, career progression and development opportunities

– Changes to the ratio in 2024 compared to 2023 are largely attributable to the impact of variable pay. This is also true of the longer term trend since 2019 which reflects the general increase in variable

compensation aligned to strong business performance during the period. The total pay and benefits and base salary component of the total pay and benefits figures are as follows:

Remuneration continued

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2024

Base salary

(£)

Total pay and

benefits

(£)

Chief Executive Officer remuneration 829,900 4,434,778

25th percentile employee 33,546 38,698

50th percentile employee 41,812 45,030

75th percentile employee 60,610 65,943

Implementation of the Policy for 2025

Our Remuneration Policy was approved by shareholders at the AGM on 9 May 2024 and a full copy can be found on our website www.imiplc.com/investors/. The implementation of the remuneration

policy for 2025 along with a summary of the key terms is as follows:

Summary of Policy Implementation in the year to 31 December 2025

Base salary

Reviewed annually with changes normally 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.

Consistent with prior years, salary increases effective 1 January 2025 considered a range of factors

including the increases for the wider workforce, the financial performance of the Group and

prevailing economic conditions.

Following the review of the above factors, the Committee determined that it is appropriate to award

an increase of 8.4% to Roy from £829,900 to £900,000 effective January 2025. This increase reflects

Roy’s exceptional performance and the corresponding growth and performance of IMI since his

appointment in 2019.

The Committee has determined to award an increase of 2.3% to Daniel taking his salary from

£576,700 to £590,000 effective January 2025.

The average increase awarded to UK employees for the review period was 2.6%.

Upon joining the Board as CFO on 1 August 2025, Luke Grant will receive a salary of £576,700,

broadly in line with his predecessor.

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%).

All executive directors 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

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Summary of Policy Implementation in the year to 31 December 2025

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 2024 the Committee reviewed the appropriateness of continuing with the metrics that applied

to the 2024 annual bonus to ensure alignment with IMI’s strategy.

The Committee determined that the 2025 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Sustainability underpin will continue to be considered to allow the Committee to take into

account any relevant Sustainability 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.

Daniel Shook will be eligible for a pro-rated annual bonus based on time served before stepping

down from the Board at the half-year results announcement which will be assessed in line with

aboveperformance measures and paid at the normal time.

The annual bonus opportunity for Luke Grant will be set at 150% of base salary which for 2025

willbepro-rated for time served on the Board.

On-target bonus is set at 50% of maximum bonus opportunity.

Remuneration continued

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Summary of Policy Implementation in the year to 31 December 2025

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 two 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.

2025 awards will be set at 250% of salary for Roy Twite.

Given his planned departure from the Board in August 2025, Daniel Shook will not be eligible for a

2025 IIP award.

Upon appointment to the Board, Luke Grant will receive an IIP award of 150% of salary vesting after

three years and subject to the same performance metrics and a two-year holding period.

The Committee considered whether the performance metrics for IIP awards remain appropriate

before concluding that the existing metrics of TSR, EPS and Return on Invested Capital (‘ROIC’), and

intensity remain aligned with strategy. Consistent with the previous year, TSR, EPS and ROIC will

each have a 30% weighting, and CO

intensity will have a 10% weighting. The Committee determined

to refresh the TSR peer group by increasing the overall number of peers which has been reduced due

to M&A activity in recent years. The adjustment which takes the size of the peer group from 17

companies to 23 also addresses the geographic balance to not be skewed to any single region.

The performance targets that will apply to the 2025 IIP awards are as follows:

Relative TSR Adjusted EPS ROIC Total CO

intensity

Level of

vesting

Threshold Median 3% 11.5% 2019 base -30% (2.18 tCO

per 1,000 hours worked)

25%

Maximum Upper

quartile

10% 13.0% 2019 base -45% (1.77 tCO

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 2024 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.

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Financial StatementsCorporate Governance Additional Information

Summary of Policy Implementation in the year to 31 December 2025

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

– Loss of office (including change of control)

Please refer to the Directors’ Remuneration Policy published in the 2023 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 87.

Fees for the Chair and non-executive directors

The non-executive directors’ remuneration increased by 2.3% with effect from 1 January 2025 which is lower than the general increase applied to UK employees.

The incoming Chair, Jamie Pike, will receive the Chair fee listed below.

The current fees are as follows:

– Chair: £384,350

– NED base fee: £78,800

– Additional fee for Audit, Sustainability and Remuneration Committee Chairs: £19,700

– Additional fee for Senior Independent Director: £13,100

– Additional fee for non-executive director with designated responsibilities for employee engagement: £12,000

Committee performance review

An internal performance review of the Board and its Committees was carried out in 2024. 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. Further details on the

review can be found on page 96 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

27 February 2025

Remuneration continued

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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 2024.

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 8 May 2025. 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 34 to 37. 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 38 and 39. 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 74 to 129 is hereby incorporated by reference into this director’s report and includes details of our application of the principles

and reporting against the provisions of the 2018 Corporate Governance Code (2018 Code). A copy of the 2018 Code, as applicable to the Company for the year ended

31 December 2024, 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 2024 and up to the date of publishing can be found on pages 78

to81. 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.

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 2024 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.

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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 117 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 9 May

2024. The current authorities will expire at the conclusion of the next Annual General Meeting to be held on 8 May 2025, 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 21.1p per ordinary share for the year ended 31 December 2024. Subject to shareholder approval by our shareholders at our

Annual General Meeting on 8 May 2025, the final dividend will be paid on 16 May 2025 to shareholders on the register at the close of business on 4 April 2025. Together

with the interim dividend of 10.0p per ordinary share paid on 16 September 2024, this gives a total dividend for the 2024 financial year of 31.1p per ordinary share.

The interim and final dividends paid in respect of the 2023 financial year were 19.2p per ordinary share and 9.1p per ordinary share, respectively (2023 total dividends paid of 28.3p).

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 35,

38 to 39 and 89. Our approach to investing in and rewarding the workforce is set out on page 102. Our Section 172(1) statement can be found on pages 38 to 39. Details of

the arrangements in place under which employees can raise any matter of concern are set out on pages 46 and 89. 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 pages 48 to 51. Our Board Inclusion and Diversity policy is summarised on page 94.

Events occurring after the

reporting period

Our subsequent events are disclosed in Note 27 of the financial statements.

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 2026) following the approval of the Annual Report. Further details can be found on page 73.

Information required by

UKLR6.6.1R

Listing Rule statement Detail Note reference of financial statements/page number

UKLR 6.6.1R (11) Shareholder waiver of future dividends Page 127

UKLR 6.6.1R (3) Long-term incentive schemes Page 123

UKLR 6.6.1R (4) and (5) Directors’ waiver of emoluments Pages 121 and 124

Directors’ Report continued

Strategic Report

Additional InformationFinancial StatementsCorporate Governance

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126

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 2024, 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. 4.99 Indirect

Standard Life Investments (Holdings) Limited 4.97 Indirect

BlackRock, Inc. Below 5% Indirect

Legal & General Group plc 3.03 Direct

Between 31 December 2024 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.

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 9 May 2024 to purchase up to 26,146,669 of its ordinary shares. This authority will expire at the

conclusion of the next Annual General Meeting to be held on 8 May 2025, 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 pages 10 to 11.

Share capital As at 31 December 2024, the Company’s issued share capital was £77,067,227.43, divided into 269,735,296 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, 119,906 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 2024, 787,878 shares were held in an employee trust for use in relation to certain executive incentive plans, representing 0.31% 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.

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Share capital continued 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,

UK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 01 to 73:

– Future developments in the Group’s business (pages 17 to 27)

– Environmental matters, including greenhouse gas emissions (pages 40 to 64)

– The business model (pages 05 and 06)

– The principal risks and uncertainties facing the Group (pages 67 to 71)

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 2024, 13,648,836 ordinary shares (nominal value £3,899,667.43) were held in treasury, representing 5.3% of the issued share capital (excluding treasury

shares) at that time.

Approved by the Board and signed on its behalf by:

Louise Waldek

Company Secretary

27 February 2025

IMI plc is registered in England No. 714275

Directors’ Report continued

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128

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

United Kingdom adopted international accounting standards. The financial statements also comply

with International Financial Reporting Standards (IFRSs) as issued by the IASB. The directors have

chosen to prepare the parent company financial statements in accordance with United Kingdom

Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law),

including FRS 101 “Reduced Disclosure Framework”. Under company law the directors must not

approve the financial statements unless they are satisfied that they 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 as issued by the IASB. 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, 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

27 February 2025

Daniel Shook

Chief Financial Officer

27 February 2025

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Independent Auditor’s Report to the members of IMI plc

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 2024 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 the 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 statements of changes in equity;

– the consolidated and parent company balance sheets;

– the consolidated statement of cash flows;

– the related notes 1 to 27 for the consolidated financial statements; and

– the related notes C1 to C11 for the parent company financial statements.

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.

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.

The key audit matters have remained at a similar risk level to that of the

prior year.

Materiality The materiality that we used for the Group financial statements was

£19.7 million (FY23: £15.5 million) which was determined on the basis

ofprofit before tax adjusted for restructuring costs.

Scoping We have identified 51 (FY23: 50) reporting components resulting in 70%

(FY23: 74%) of Group revenue and 71% (FY23: 73%) of the absolute value

of the Group’s total profit or loss before tax subject to audit procedures.

Certain components are loss-making, including those which are solely

cost centres.

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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;

– assessment of 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.

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 £2,210 million (FY23: £2,196 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 relevant controls over

revenue that specifically address the cut-off risk;

– obtained an understanding from local and sector management

astothe key drivers for revenue spikes in December;

– assessed the level of credit notes or adjustments raised post year-end

(both in FY24 and FY25 to date) to identify significant reversals of

revenue in the subsequent period; and

– tested a sample of shipments around the year end, inspected

supporting documentation to identify if the transactions were

recorded in the correct financial year.

Key observations

Based on our procedures performed, we consider the year-end cut-off

of revenue recognised in the Process Automation sector to be

appropriate.

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5.2. Inventory valuation

Key audit matter

description

The Group’s inventory balance as at 31 December 2024 was £447.8 million (FY23: £437.3 million). As described in the Financial Review on page 32 the Group has increased

inventories reflecting the continued growth in the Process Automation order book. Inventory valuation is considered a significant accounting matter by the Audit Committee

onpage 98.

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in relation to inventory valuation, including: consideration of the provision for E&O inventory; and judgements relating to the manufacturing costs of inventory and

overheadabsorption.

As disclosed in note 15, the provision for E&O inventory as at 31 December 2024 was £60.8 million (FY23: £59.0 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 for in-scope locations within the Process Automation sector:

– obtained an understanding of the relevant controls relating to the E&O provision;

– assessment of 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;

– assessment of the key assumptions concerning overhead absorption by including those related to bills of materials and standard costing;

– assessment of whether costs directly related to manufacturing have been under or over absorbed in the period;

– assessment of the assumptions concerning normal levels of production, including the inventory turns used to identify the amounts that should be recognised; and

– 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;

– attended physical inventory counts at 23 (FY23: 25) locations to test, on a sample basis, the existence and completeness 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 2024 is appropriate.

Independent Auditor’s Report to the members of IMI plc continued

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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

£19.7 million (FY23: £15.5 million) £10.2 million (FY23: £10.5 million)

Basis for determining

materiality

5.1% of profit before tax adjusted

for restructuring costs (FY23: 4.4%

of profit before tax adjusted for

restructuring costs).

1.8% of net assets (FY23: 1.8% of

netassets).

Rationale for the

benchmarkapplied

Profit before tax has been adjusted

for restructuring costs (per note 3).

Profit before tax 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.

We have normalised profit before

tax to provide a more stable and

representation measure of the

Group’s underlying performance.

The parent company is a holding

company for the Group and pays

external dividends to shareholders,

therefore we have determined net

assets to be the appropriate basis.

Adjusted profit before tax

Group materiality

Group materiality £19.7m

Component materiality range

£2.1m to £12.3m

Audit Committee reporting

threshold £0.50m

£385.1m

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% (FY23: 70%) of

Groupmateriality

70% (FY23: 70%) of parent

companymateriality

Basis and rationale

fordetermining

performance materiality

In determining performance materiality, 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 experience of key management personnel in senior roles at Group,

platform and sector levels; and

– the low level of corrected and uncorrected misstatements identified

inthe prior year audit.

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 (FY23: £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.

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. The Group is structured into two

platforms,focused on five major market sectors: Process Automation, Industrial Automation, Life

Science and Fluid Control, Transport, and Climate Control. 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 developing an appropriate audit plan for each significant account.

We assessed the qualitative and quantitative characteristics of each financial statement line item

andconsidered the relative contribution of each component to these line items in determining

which components would be subject to audit procedures. We have also considered the presence

ofindividual financial transactions of a significant nature, the geographical spread of the Group and

any risks presented within each region. We have further considered the 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.

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We have scoped in 51 (FY23: 50) components for procedures on one or more classes of

transactions, account balances or disclosures that together represent 70% (FY23: 74%) of Group

revenue and 71% (FY23: 73%) of the absolute value of the Group’s total profit or loss before tax.

Theextent of our involvement has been detailed per section 7.4 below.

The component performance materiality used by the respective audit teams ranged between £2.1m

to £12.3m (FY23: £1.9m to £10.5m).

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.

30%

70%

29%

71%

Subject to audit procedures

Review at Group level

Revenue

Pre-tax

absolute

results

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.

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 70 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 57, the Directors have considered the impact of climate change, particularly in the context of

the risks identified in the TCFD disclosures on pages 58 to 64 and have not identified there to be

amaterial impact on the financial reporting judgements and estimates as noted on page 144.

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 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 areas of significant and higher 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;

– partner-led discussion and hosting webinars for all component auditors at the planning and

interim stages 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 7 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.

Independent Auditor’s Report to the members of IMI plc continued

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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

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, the directors, 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, including the implications of the cyber incident as

disclosed in Note 27;

- detecting and responding to the risks of fraud and whether they have knowledge of any actual,

suspected or alleged fraud;

- 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 component audit teams and

relevant internal specialists, including tax, valuations, 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, UK Listing Rules, 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.

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:

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– 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;

– enquiring of management and external forensic and legal advisors to assess any potential impact

of the cyber incident;

– 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; and

– 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 internal specialists and 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 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 73;

– 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 72;

– the directors’ statement on fair, balanced and understandable set out on page 129;

– the board’s confirmation that it has carried out a robust assessment of the emerging

andprincipal risks set out on page 66;

– 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 97.

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

Independent Auditor’s Report to the members of IMI plc continued

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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 9 May 2024 to audit the financial statements for the

yearending 31 December 2024 and subsequent financial periods. The period of total uninterrupted

engagement including previous renewals and reappointments of the firm is four years, covering the

years ending 31 December 2021 to 31 December 2024.

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) 4.1.15R – DTR 4.1.18R, these financial statements form part of the Electronic Format Annual

Financial Report filed on the National Storage Mechanism of the FCA in accordance with DTR

4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic

Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

Dean Cook MA FCA

(Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

London, United Kingdom

27 February 2025

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Consolidated income statement

For the year ended 31 December 2024

			2024			2023
			Adjusting			Adjusting
			items			items
		Adjusted	(Note 3)	Statutory	Adjusted	(Note 3)	Statutory
	Notes	£m	£m	£m	£m	£m	£m
Revenue	4	2,210		2,210	2,196		2,196
Cost of sales		(1,165. 4)		(1,165. 4)	(1,182.1)	(1. 6)	(1,183.7)
Gross profit		1,044 .6		1,044. 6	1,013.9	(1.6)	1,012.3
Net operating costs	5	(609.1)	(79.3)	(688. 4)	(603.3)	(90. 4)	(693. 7)
Operating profit		435.5	(79.3)	356.2	410. 6	(92.0)	318. 6
Financial income	8	9.7		9.7	8.1		8. 1
Financial expense	8	(24 .5)		(24 .5)	(30 .8)		(30 .8)
(Losses)/gains on instruments measured at fair value throughprofit or loss			(9.1)	(9 .1)		7. 0	7.0
Net financial expense relating to defined benefitpension schemes	14	(1.9)		(1.9)	(0 .5)		(0 .5)
Net financial (expense)/income		(16.7)	(9.1)	(25. 8)	(23.2)	7. 0	(16.2)
Profit before tax		418.8	(88. 4)	330. 4	387 . 4	(85.0)	302. 4
Taxation	9	(101.8)	1 9.9	(81.9)	(84.5)	1 9.4	(65.1)
Profit after tax		317 . 0	(68.5)	248.5	302.9	(65.6)	237 .3
Earnings per share
Basic – from profit for the year	7			96.0p			91.5p
Diluted – from profit for the year	7			95.6p			91.2p

All activities relate to continuing operations and are all attributable to the owners of the Company.

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Consolidated statement of comprehensive income

For the year ended 31 December 2024

		2024		2023
	Notes	£m	£m	£m	£m
Profit for the year			248.5		237 .3
Items that will not subsequently be reclassified to profit and loss
Remeasurement loss on defined benefit plans	14	(1.5)		(33.7)
Related taxation credit on items that will not subsequently be reclassified to profit and loss	9	0.2		8.6
			(1.3)		(25.1)
Items that may be reclassified to profit and loss
Gain arising on hedging instruments designated in hedges of the netassets in foreign operation	17	11.1		6.7
Loss on exchange differences on translation of foreign operations netof funding revaluations		(37 .9)		(41.1)
Gain on exchange differences reclassified to income statement ondisposal ofoperations		(0.3)		(0.2)
Related tax (charge)/credit on items that may subsequently be reclassified toprofit and loss	9	(2.9)		1.8
			(30. 0)		(32.8)
Other comprehensive loss for the year, net of taxation			(31.3)		(57 .9)
Total comprehensive income for the year, net of taxation			217 .2		179. 4
Attributable to:
Equity holders of the parent			217 .2		179. 4

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Consolidated statement of changes in equity

For the year ended 31 December 2024

			Share	Capital
		Share	premium	redemption	Translation	Retained
		capital	account	reserve	reserve	earnings	Total
	Notes	£m	£m	£m	£m	£m	£m
As at 1 January 2023		78 .6	1 6 .4	177 .6	43.8	589 .2	905.6
Profit for the year						237 .3	237 .3
Other comprehensive expense excluding related 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
As at 31 December 2023		78 .6	1 7. 0	177 .6	11.0	74 6.0	1,030.2
Changes in equity in 2024
Profit for the year						248.5	248 .5
Other comprehensive expense excluding related taxation effect					(27 .1)	(1.5)	(28. 6)
Related taxation effect	9				(2.9)	0. 2	(2.7)
Total comprehensive (expense)/income					(30. 0)	247 .2	217 .2
Issue of share capital	22	0. 1	1.3				1 .4
Dividends paid	10					(76. 0)	(76.0)
Share-based payments (net of tax)	6					10.7	10.7
Cancellation of Treasury shares		(1.6)		1.6			–
Proceeds from employee share scheme trust						2.0	2 .0
Share buyback programme						(100. 4)	(100. 4)
As at 31 December 2024		77 .1	18.3	179.2	(19. 0)	829.5	1,085.1

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Consolidated balance sheet

At 31 December 2024

		2024	2023
	Notes	£m	£m
Assets
Goodwill	11	670.9	680.3
Other intangible assets	11	254 .0	277 . 4
Property, plant and equipment	12	301.2	300. 4
Right-of-use assets	13	8 7. 6	9 9.6
Employee benefit assets	14	1.1	1.7
Deferred tax assets	9	24.2	22.7
Other receivables		2.1	2.3
Total non-current assets		1,341.1	1,384. 4
Inventories	15	447 .8	437 .3
Trade and other receivables	16	540 .2	523.9
Derivative financial assets	17	6.9	12.1
Current tax		4.5	4. 5
Investments	17	2.2	1.7
Cash and cash equivalents	19	1 4 7. 8	106.5
Total current assets		1,149 . 4	1,086 .0
Total assets		2, 490.5	2, 470. 4

		2024	2023
	Notes	£m	£m
Liabilities
Trade and other payables	21	(495.9)	(470.3)
Bank overdraft	19	(91.0)	(66.3)
Interest-bearing loans and borrowings	19	(124 .0)	(47 .2)
Lease liabilities	13	(23.2)	(25.2)
Provisions	20	(34.7)	(28.7)
Current tax		(61.8)	(73. 0)
Derivative financial liabilities	17	(13.3)	(10.9)
Total current liabilities		(843 .9)	(721.6)
Interest-bearing loans and borrowings	19	(391. 4)	(531. 4)
Lease liabilities	13	(65.9)	(75. 0)
Employee benefit obligations	14	(48.5)	(50.6)
Provisions	20	(8.5)	(13. 0)
Deferred tax liabilities	9	(33.7)	(33.3)
Other payables	21	(13.5)	(15.3)
Total non-current liabilities		(561.5)	(718 .6)
Total liabilities		(1, 405. 4)	(1, 440 .2)
Net assets		1,085.1	1, 030.2
Share capital	22	77 .1	7 8.6
Share premium		18.3	1 7. 0
Other reserves		160.2	188.6
Retained earnings		829.5	746 .0
Total equity		1,085.1	1,030.2

Approved by the Board of Directors on 27 February 2025 and signed on its behalf by:

Jamie Pike

Chair

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Consolidated statement of cash flows

For the year ended 31 December 2024

		2024	2023
	Notes	£m	£m
Cash flows from operating activities
Operating profit for the year		356.2	318. 6
Adjustments for:
Depreciation and amortisation	11, 12, 13	119. 0	1 2 4 .4
Impairment of property, plant and equipment and intangibleassets	11, 12, 13	2 .4	5.2
Profit on disposal of subsidiaries	24	(6.3)	(0. 7)
Loss on sale of property, plant and equipment	12	1.7	0. 5
Equity-settled share-based payment expense	6	10.8	12.9
Increase in inventories	15	(24 .1)	(32.3)
Increase in trade and other receivables	16	(40.5)	(56 .5)
Increase in trade and other payables	21	43.1	57 .5
Increase/(decrease) in provisions	20	2.7	(0.1)
Increase in employee benefits	14	1 .6	1 .0
Settlement of transactional derivatives	17	2.9	8.8
Cash generated from operations		469.5	439.3
Income taxes paid	9	(97 .9)	(76.1)
Net cash from operating activities		371.6	363.2
Cash flows from investing activities
Interest received	8	9.7	8.1
Proceeds from sale of property, plant and equipment	12	15.6	1 .6
Settlement of effective net investment hedge derivatives	17	11.7	1 .0
Acquisitions of subsidiaries net of cash	23	(17 .7)	–
Acquisition of property, plant and equipment and non-acquired intangibles	11, 12	(91.5)	(79.9)
Purchase of investments	26	(1.0)	–
Proceeds from disposal of subsidiaries net of cash	24	15.2	0. 1
Net cash from investing activities		(58 .0)	(69 .1)

		2024	2023
	Notes	£m	£m
Cash flows from financing activities
Interest paid	8	(24.5)	(30 .8)
Adjustments for employee share scheme trust	22	2.0	–
Proceeds from the issue of share capital for employee
shareschemes	22	1.3	0.6
Share buyback		(100. 4)	–
Repayment of borrowings	19	(50.0)	(148. 4)
Principal elements of lease payments	13	(28. 6)	(29. 0)
Dividends paid to equity shareholders	10	(76.0)	(68.8)
Net cash from financing activities		(276.2)	(276. 4)
Net increase in cash and cash equivalents	19	3 7.4	1 7. 7
Cash and cash equivalents at the start of the year	19	40.2	39 .2
Effect of exchange rate fluctuations		(20.8)	(16. 7)
Cash and cash equivalents at the end of the year		56.8	40.2
Reconciliation of cash and cash equivalents
Cash and cash equivalents		1 4 7. 8	106.5
Bank overdraft		(91. 0)	(66.3)
Cash and cash equivalents at the end of the year		56.8	40.2

Notes to the cash flow appear in Note 19.

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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 198 to 202. The financial statements were approved by the Board of Directors

on 27 February 2025.

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 2024

Noted below are the amended and new International Financial Reporting Standards, which

became effective for the Group as of 1 January 2024, none of which have a material impact

on the financial statements:

– 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

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 IAS 21 – Lack of Exchangeability

– IFRS 18 – Presentation and Disclosures in Financial Statements

– IFRS 19 – Subsidiaries without Public Accountability: Disclosures

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 67

to 71. 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 following the approval of the Annual Report on 27 February 2025.

Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

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 2024, the Group had cash and cash equivalents of £56.8m and undrawn committed

facilities of £300m in the form of Revolving Credit Facilities (RCF), of which £75m is due for renewal

in 2025, £50m in 2026, £175m 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.

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Notes to the consolidated financial statements continued

1. Basis of preparation continued

The directors have assessed the viability of the Group (page 72) 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 2024,

were 35.6 times and 1.0 times, respectively.

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 42% in the twelve 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.

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 58 to 63. 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.

2. Material accounting policy information

Where appropriate, the material 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 material 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 2024. 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.

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2. Material accounting policy information continued

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.

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 2023 Annual Report and concluded that no changes in critical judgements and key

sources of estimation uncertainty are considered necessary.

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. Material accounting policy information 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.

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.

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2. Material accounting policy information continued

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.

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.

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Notes to the consolidated financial statements continued

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. There have been no material changes to the Group’s APMs

or the nature of those items we disclose as adjusting items during the year and we acknowledge these measures may not be comparable across companies.

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. The Group’s complexity reduction programme

has concluded in 2024 and any further rationalisation costs incurred in 2025 and beyond will be considered normal course of business and recorded in the underlying results

– 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

– 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 gains 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 any one‑off write‑offs 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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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. In making this decision, and in accordance with the accounting policy, management consider

whether items outside of the ordinary course of business should be treated as an adjusting item. 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	Reconciliation to statutory measure
Adjusted profit before tax	Adjusted profit before tax is statutory profit before tax before adjusting items as shown on the income statement	See income statement on page 138
Adjusted net interest cost	Adjusted net interest cost is statutory net interest costs before adjusting items as shown on the	See income statement on page 138
	income statement
Adjusted earnings per share	Adjusted earnings per share is defined within the table in Note 7	See Note 7
Adjusted effective tax rate	The adjusted effective tax rate is the tax impact on adjusted profit before tax divided by adjusted profit before tax	See Note 9
Adjusted EBITDA	This measure reflects adjusted profit after tax before interest, tax, depreciation, amortisation and impairment	See Note 19
Adjusted operating profit	Adjusted operating profit is statutory operating profit before adjusting items as shown on the income statement	See income statement on page 138
Adjusted operating margin	Adjusted operating margin is adjusted operating profit divided by revenue	and segmental reporting in Note 4
Adjusted net financing costs	Adjusted net financing costs is interest received and interest paid, including the impact on interest costs on
	leases, before gains on instruments measured at fair value through profit or loss (other economic hedges)
	and net financial income relating to defined benefit pension schemes
Organic revenue growth	These two measures remove the impact of adjusting items, acquisitions, disposals and movements in exchange
Organic adjusted	rates and are reconciled in Note 4
operating profit
Adjusted operating cash flow	This measure reflects cash generated from operations as shown in the statement of cash flows less cash spent	See Note 19
	acquiring property, plant and equipment, non‑acquired intangible assets and investments; plus cash received
	from the sale of property, plant and equipment, the sale of investments less the repayment of principal amounts
	of lease payments excluding the cash impact of adjusting items

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Notes to the consolidated financial statements continued

3. Alternative Performance Measures (APMs) and adjusting items continued

Net debt	Net debt is defined as the cash and cash equivalents, overdrafts, interest‑bearing loans and borrowings and	See Note 19
	lease liabilities
Net debt: adjusted EBITDA	Net debt divided by adjusted EBITDA as defined above
Free cash flow before corporate activity	This measure is a sub‑total in the reconciliation of adjusted EBITDA to net debt and is presented to assist the	See Note 19
	reader to understand the nature of the current year’s cash flows, excluding dividends, share buybacks and the
	purchase and issuance of own shares
Return on invested capital (ROIC)	This measure takes adjusted operating profit after tax divided by average capital invested. Capital invested
	is defined as net assets adjusted to remove net debt, derivative assets and liabilities, defined benefit pension
	position (netof deferred tax) and to reverse historical impairments of goodwill and amortisation of acquired
	intangible assets
Cash conversion	Cash conversion is the adjusted operating cash flow as a percentage of the adjusted operating profit

Outlined below are the adjusting items impacting the current and prior year results.

		2024	2023
	Key	£m	£m
Recognised in arriving at operating profit
Reversal of net economic hedge contract gains	(a)	(2.0)	(8.3)
Restructuring costs	(b)	(54.7)	(48.1)
Acquired intangible amortisation and other acquisition costs	(c)	(28.9)	(33.6)
Exit from Russia	(d)		(2.0)
Gain on disposal of subsidiary	(e)	6.3	–
		(79.3)	(92.0)
Recognised in net financial expense
(Losses)/gains on instruments measured at fair value through profit or loss	(a)	(9.1)	7.0
		(9.1)	7.0
Recognised in profit before tax		(88.4)	(85.0)
Recognised in taxation
Tax impact of adjusting items above	(f)	23.3	19.4
Tax change in connection with transfer of businesses	(f)	(5.0)	–
Change in uncertain tax positions	(f)	11.6	–
		19.9	19.4
Recognised in profit after tax		(68.5)	(65.6)

(a) Reversal of net economic hedge contract gains – 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.

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3. Alternative Performance Measures (APMs) and adjusting items continued

(b) Restructuring costs – restructuring costs of £54.7m were recognised in 2024. The Automation

platform incurred costs of £35.5m primarily related to the rationalisation of three facilities and

the creation of a COO structure to streamline and share best practice across our sectors. The

Life Technology platform incurred costs of £19.2m related to the Customer First reorganisation

project, which transforms the structure into customer‑led sectors (across a number of

businesses), the Focus for Growth project in Climate Control, to improve the team’s ability to

implement operational strategies, creation of the COO structure and the rationalisation of two

facilities. The benefits of the restructuring programme are included in adjusted operating profit.

These restructuring projects are due to be completed in 2025.

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 and the rationalisation of

three facilities.

amortisation charge was £28.2m (2023: £32.0m), 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 £0.7m primarily related to

professional fees associated with the acquisition of TWTG.

(d) Exit from Russia – during 2023, changes were made to the legal structure of a customer, which

resulted in a £2m write‑off. This came following the Group’s decision to end all new business in

Russia in 2022.

(e) Gain on disposal of subsidiary – the Group disposed of a French subsidiary, Industrie Mecanique

Pour Les Fluides SA, on 25 April 2024 resulting in a gain on disposal of £6.3m. For further details

see Note 24 to the financial statements.

(f) Taxation – the tax effect of the above items has been recognised as an adjusting item and

amounts to £18.3m (2023: £19.4m). A charge of £5.0m is recorded as an adjusting item, relating

to the transfer of businesses in the year. A credit of £1.6m is also recorded as an adjusting item,

relating to the release of a prior year restructuring provision which has now been resolved.

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.

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 shows a reconciliation of platform adjusted operating profit to statutory

operating profit.

			Life
	Automation		Technology		Total
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Revenue	1,414	1,350	796	846	2,210	2,196
Adjusted operating profit	289.2	257.3	146.3	153.3	435.5	410.6
Adjusted operating profit
margin (%)	20.5%	19.1%	18.4%	18.1%	19.7%	18.7%
Reconciliation to statutory
operating profit:
Reversal of net economic
hedge contract gains	(0.2)	(7.5)	(1.8)	(0.8)	(2.0)	(8.3)
Restructuring costs	(35.5)	(30.6)	(19.2)	(17.5)	(54.7)	(48.1)
Acquired intangible
amortisation and other acquisition items	(13.0)	(14.9)	(15.9)	(18.7)	(28.9)	(33.6)
Exit from Russia	–	(2.0)	–	–	–	(2.0)
Gain on disposal of subsidiary	–	–	6.3	–	6.3	–
Statutory operating profit	240.5	202.3	115.7	116.3	356.2	318.6
Statutory operating margin (%)	17.0%	15.0%	14.5%	13.7%	16.1%	14.5%
Net financial expense					(25.8)	(16.2)
Statutory profit before tax					330.4	302.4

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Notes to the consolidated financial statements continued

4. Segmental information continued

The following table illustrates how revenue and adjusted operating profit have been impacted by movements in foreign exchange, acquisitions and disposals compared to 2023.

			Year ended 31 December 2023					Year ended 31 December 2024
								Adjusted	Organic
	As				As			growth	growth
Revenue	adjusted	Disposal	Exchange	Organic	adjusted	Acquisitions	Organic	(%)	(%)
Automation	1,350		((44)	1,306	1,414	(1)	1,413	5	8
Life Technology	846	(9)	((22)	815	796		796	(6)	(2)
Total	2,196	(9)	((66)	2,121	2,210	(1)	2,209	1	4
Adjusted operating profit
Automation	257.3		(9.9)	247.4	289.2	(0.3)	288.9	12	17
Life Technology	153.3	(2.0)	(3.9)	147.4	146.3		146.3	(5)	(1)
Total	410.6	(2.0)	(13.8)	394.8	435.5	(0.3)	435.2	6	10
Adjusted operating profit margin (%)	18.7%			18.6%	19.7%		19.7%

The following table illustrates how the segmental assets and liabilities reconcile to the overall total assets and liabilities reported in the balance sheet.

	Assets		Liabilities
	2024	2023	2024	2023
	£m	£m	£m	£m
Automation	1,392.2	1,393.0	468.9	444.1
Life Technology	898.2	921.8	155.3	155.6
Total segmental assets/liabilities (including lease liabilities)	2,290.4	2,314.8	624.2	599.7
Corporate items	20.3	18.5	30.8	38.7
Employee benefits	1.1	1.7	48.5	50.6
Investments	2.2	1.7	–	–
Net debt items (excluding lease liabilities)	147.8	106.5	606.4	644.9
Net taxation	28.7	27.2	95.5	106.3
Total assets and liabilities in Group balance sheet	2,490.5	2,470.4	1,405.4	1,440.2

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4. Segmental information continued

The following table includes other information to show how certain costs are allocated between the platforms of the Group.

	Adjusting
	restructuring costs			Capital expenditure	Amortisation *		Depreciation **
	2024	2023	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m	£m	£m
Automation	35.5	30.6	48.4	51.3	21.1	24.7	43.3	46.2
Life Technology	19.2	17.5	43.1	28.6	26.9	24.9	27.7	28.6
Total	54.7	48.1	91.5	79.9	48.0	49.6	71.0	74.8

* The amortisation figures above include the amortisation of acquired intangibles of £28.2m (2023: £32.0m). £12.3m (2023: £14.9m) is included in respect of Automation and £15.9m (2023: £17.1m) is included in respect

of Life Technology.

** The depreciation figures above include the impact of IFRS 16 ‘Leases’ of £28.7m (2023:£29.4m): £17.6m in respect of Automation (2023: £17.1m) and £11.1m in respect of Life Technology (2023: £12.3m).

The following table shows a geographical analysis of how the Group’s revenue is derived by destination:

	2024	2023
	£m	£m
UK	130	117
Germany	257	280
Rest of Europe	555	557
Total Europe	942	954
USA	520	525
Rest of Americas	137	140
Total Americas	657	665
China	180	174
Rest of Asia Pacific	277	296
Total Asia Pacific	457	470
Middle East and Africa	154	107
Total revenue	2,210	2,196

Europe

Americas

Asia Pacific

Middle East and Africa

Revenue by geography (2024)

Revenue by geography (2023)

21%

30%

42%

22%

30%

43%

Europe

Americas

Asia Pacific

Middle East and Africa

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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.

	2024	2023
	£m	£m
UK	173.5	196.6
Germany	272.7	298.2
Rest of Europe	305.9	312.9
USA	484.2	468.5
Asia Pacific	46.7	49.1
Rest of World	30.7	32.4
Total	1,313.7	1,357.7

The Group’s revenue streams are disaggregated in the table below:

	2024	2023
	Revenue	Revenue
	£m	£m
Industrial Automation	508	543
Aftermarket	545	483
New Construction	361	324
Process Automation	906	807
Automation	1,414	1,350
Climate Control	389	386
Life Science & Fluid Control	236	276
Transport	171	184
Life Technology	796	846
Total revenue	2,210	2,196
Sale of goods	2,127	2,115
Sale of services	83	81
Total revenue	2,210	2,196

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5. Net operating costs

Operating profit is stated after charging/(crediting):

	2024	2023
	£m	£m
Net foreign exchange losses/(gains) included in operating profit	1.2	(4.6)
Research and development expense	73.3	73.6
Amortisation of intangible assets	48.0	49.6
Impairment of intangible assets treated as adjusting items	0.9	–
Depreciation of owned property, plant and equipment	42.3	45.4
Impairment of owned property, plant and equipment and leased assets treated as adjusting items	1.5	5.0
Impairment of owned property, plant and equipment and leased assets	–	0.2
Depreciation of right‑of‑use assets	28.7	29.4
Cost of inventories recognised as an expense	1,165.4	1,183.7
Profit on exit of property lease	(0.6)	–
Loss on disposal of property, plant and equipment	2.3	0.5

Operating costs by function

2023 results have been restated to reflect the split of 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:

	2024	2023
		restated
	£m	£m
Selling and distribution costs	206.8	224.2
Administrative expenses	402.3	379.1
Total	609.1	603.3

Employee information

The average number of people employed by the Group during the year is shown in the table below:

	2024	2023
Automation	6,451	6,542
Life Technology	4,153	4,410
Corporate	99	85
Total Group	10,703	11,037

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Notes to the consolidated financial statements continued

5. Net operating costs continued

The aggregate employment costs charged to operating profit for the year was:

	2024	2023
	£m	£m
Wages and salaries	497.3	531.9
Share‑based payments	10.8	12.9
Social security costs	84.0	82.4
Pension costs	5.6	5.8
Total	597.7	633.0

The aggregate gains made by directors on the exercise of share options was £3.0m (2023: £3.7m).

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 105 of the Remuneration

Report. For details of the non‑executive directors’ remuneration please refer to page 116 of the

Remuneration Report.

Research and development expenditure

The cost of research and development expenditure charged directly to the income statement was

£71.4m (2023: £73.6m). Included within this is amortisation of capitalised intangible development

costs which amounted to £6.2m (2023: £7.3m) and across the Group a further £8.1m (2023: £6.2m)

was capitalised in the year.

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 100. Fees

earned by Deloitte and its associates during the year are set out below:

	2024	2023
	£m	£m
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	3.3	3.0
Other assurance services	0.1	0.1
Total	3.6	3.3

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.

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6. Share‑based payments continued

Outstanding share options

At 31 December 2024, options to purchase ordinary shares had been granted to, but not yet

exercised by, participants of IMI share option schemes as follows:

	Date of	Number of
	grant	shares	Price		Dates from which exercisable
IMI Sharesave Scheme	04.04.19	745	884.16p		01.08.22 or 01.08.24
	02.04.20	9,445	904.66p		01.08.23 or 01.08.25
	02.04.21	16,422	1166.58p		01.08.24 or 01.08.26
	31.03.22	78,288	1260		.18p	01.08.25 or 01.08.27
	07.06.23	61,876	1458.36p		01.08.26 or 01.08.28
	01.05.24	45,398	1621.	80p	01.08.27 or 01.08.29
		212,174
Purchase Plans	15.08.22	943		1155.78p	15.08.24
	20.03.23	38,460		1375.11p	20.03.25
	18.03.24	38,144		1583.37p	18.03.26
		77,547
IMI Incentive Plan	18.03.19	9,880		–	18.03.22
	16.03.20	60,564		–	16.03.23
	22.03.21	82,336		–	22.03.24
	18.03.22	762,293		–	09.03.25
	24.03.23	716,546		–	09.03.26
	19.03.24	639,496		–	19.03.27
		2,271,115
Total		2,560,836

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.

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Notes to the consolidated financial statements continued

6. Share‑based payments continued

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.

Options granted during the year

	Number of	Weighted	Normal
	options granted	average	exercisable
	(thousand)	option price	date
SAYE
2020	68	905p	2023‑2026
2021	75	1167p	2024‑2027
2022	103	1260p	2025‑2028
2023	75	1458p	2026‑2029
2024	49	1622p	2027-2029
GESPP
2020	43	956p	2022
2021	–	–	2023
2022	85	1156p	2024
2023	44	1375p	2025
2024	40	1583p	2026
IIP
2020	1,466	–	2022‑2023
2021	891	–	2023‑2024
2022	929	–	2024‑2025
2023	859	–	2025‑2026
2024	689	–	2026-2027

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6. Share‑based payments continued

Movement in outstanding options in the year

				Options
		Options not granted		granted at
		at nil cost 1		nil cost 2	Total
	Number of		Weighted	Number of	Number of
	options	Range of	average	options	options
	(thousand)	option prices	option price	(thousand)	(thousand)
Outstanding at 1 January 2023	519	884‑1518p	1209p	3,255	3,774
Exercisable at 1 January 2023	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	220
Granted	89	1583-1622p	1604p	705	794
Exercised	139	845-1622p	1184p	716	855
Lapsed	42	884-1622p	1283p	339	381
Outstanding at 31 December 2024	290	884-1458p	1399p	2,417	2,707
Exercisable at 31 December 2024	3	905-1467p	1085p	198	201

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 and include deferred bonus shares.

Share-based payment charge for the year

The total expense recognised for the year from share‑based payments, excluding tax, was £10.8m (2023: £12.9m) which comprises a charge of £15.1m (2023: £15.9m) for the year, offset by a credit

of £4.3m (2023: £3.0m) in respect of lapses.

£3.0m (2023: £2.8m) of the total charge and £0.4m (2023: £0.8m) of the total credit is in respect of options granted to directors.

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Notes to the consolidated financial statements continued

6. Share‑based payments continued

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 2024 included a dividend yield of 1.7% (2023: 2.0%),

expected share price volatility of 28% (2023: 29%), a weighted average expected life of 3.8 years

(2023: 3.7 years) and a weighted average interest rate of 4.12% (2023: 4.11%). 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 2024 is 7.3 years (2023: 3.1 years) and the weighted average fair value of share

options granted in the year at their grant date was £16.51 (2023: £13.69).

The weighted average share price at the date of exercise of share options exercised during the year

was £18.21 (2023: £15.18).

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.

		2024	2023
	Key	million	million
Weighted average number of shares for the purpose of basic
earnings per share	A	258.8	259.3
Dilutive effect of employee share options		1.1	1.0
Weighted average number of shares for the purpose of diluted
earnings per share	B	259.9	260.3

		£m	£m
Statutory profit for the year	C	248.5	237.3
Total adjusting item charges included in profit before tax		88.4	85.0
Total adjusting item credits included in taxation		(19.9)	(19.4)
Earnings for adjusted EPS	D	317.0	302.9

		2024	2023
Statutory EPS measures
Statutory basic EPS	C/A	96.0p	91.5p
Statutory diluted EPS	C/B	95.6p	91.2p
Adjusted EPS measures
Adjusted basic EPS	D/A	122.5p	116.8p
Adjusted diluted EPS	D/B	122.0p	116.4p

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.

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8. Net financing costs continued

		2024			2023
		Financial			Financial
	Interest	Instruments	Total	Interest	Instruments	Total
Recognised in the income statement	£m	£m	£m	£m	£m	£m
Interest income on bank deposits	9.7		9.7	8.1		8.1
Financial income	9.7		9.7	8.1		8.1
Interest expense on interest‑bearing loans and borrowings	(21.7)		(21.7)	(27.9)		(27.9)
Interest expense on leases	(2.8)		(2.8)	(2.9)		(2.9)
Financial expense	(24.5)		(24.5)	(30.8)		(30.8)
Gains on instruments measured at fair value through profit or loss:
Other economic hedges		(9.1)	(9.1)		7.0	7.0
Net financial expense relating to defined benefit pension schemes	(1.9)		(1.9)	(0.5)		(0.5)
Net financial (expense)/income	(16.7)	(9.1)	(25.8)	(23.2)	7.0	(16.2)

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.

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.

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Notes to the consolidated financial statements continued

9. Taxation continued

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.

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.

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9. Taxation continued

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 adopting

only 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 65.

UK Corporation tax

The average rate of corporation tax in the UK for 2024 was 25.0% (2023: 23.5%). From 1 April 2023,

the statutory rate increased from 19.0% to 25.0%. UK deferred tax assets and liabilities have therefore

been calculated using a rate of 25.0% (2023: 25.0%).

Tax payments

During the year, the Group made payments of corporate income tax of £97.9m (2023: £76.1m),

principally arising as follows:

Jurisdiction of companies making corporate income tax payments:

Germany £9.1m

USA £13.9m

Italy £3.4m

Japan £2.6m

Switzerland £10.5m

UK £11.1m

Sweden £1.3m

Austria £0.7m

China £5.9m

Czech Republic £1.4m

South Korea £0.3m

India £4.3m

Singapore £2.2m

Other £9.4m

2023: £76.1m

Germany £7.9m

USA £16.6m

Italy £8.8m

Japan £3.9m

Switzerland £12.6m

UK £21.3m

Sweden £1.6m

Austria £0.1m

China £4.7m

Czech Republic £2.0m

South Korea £1.9m

India £4.4m

Singapore £2.5m

Other £9.6m

2024: £97.9m

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 level of profits in the countries

where the Group operates have an impact on tax liabilities which may take time to be reflected in

the tax cash flow.

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Notes to the consolidated financial statements continued

9. Taxation continued

The level of payments made during 2024 increased significantly compared to 2023. The most

significant increase is in respect of the UK for two main reasons: benefit from the recovery of

tax assets in 2023 and tax costs arising in connection with transfer of businesses in 2024. Other

territorial movements in payments largely reflect shifts in trading profit. There are also timing

differences caused by when the tax assessments are received.

In addition, the Group makes substantial other tax payments relating to employment, consumption,

procurement and investment to tax authorities around the world.

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.

	2024	2023
	£m	£m
Current tax charge/(credit)
Current year charge	89.2	86.7
Adjustments in respect of prior years	(3.1)	(7.3)
	86.1	79.4
Deferred taxation
Origination and reversal of temporary differences	(4.2)	(14.3)
Total income tax charge	81.9	65.1

Reconciliation of effective tax rate

As IMI’s head office and parent company are 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:

		2024			2023
	Adjusted	Adjusting	Total	Adjusted	Adjusting	Total
	£m	£m	£m	£m	£m	£m
Profit before tax	418.8	(88.4)	330.4	387.4	(85.0)	302.4
Income tax using the Company’s domestic rate of tax of 25.0% (2023: 23.5%)	104.7	(22.1)	82.6	91.0	(20.0)	71.0
Effects of:
Non‑deductible items	1.2	0.1	1.3	4.6	0.7	5.3
Non‑taxable profit/(loss) on disposal of businesses	0.5	(1.1)	(0.6)	(0.3)	–	(0.3)
Taxable profit on transfer of businesses	–	7.8	7.8	–	–	–
Utilisation of losses on which no deferred tax had been recognised	–	(2.8)	(2.8)	–	–	–
Current year losses for which no deferred tax asset has been recognised	0.5	–	0.5	0.8	–	0.8
Recognition of deferred tax
asset on previously unprovided
timing differences	(3.1)	–	(3.1)	–	–	–
Pillar 2 (OECD Global Minimum
Tax)	1.0	–	1.0	–	–	–
Differing tax rates	(6.3)	(0.2)	(6.5)	(4.0)	(1.6)	(5.6)
Adjustments to prior year
current and deferred tax
charges	3.3	(1.6)	1.7	(7.6)	1.5	(6.1)
Total tax in income statement	101.8	(19.9)	81.9	84.5	(19.4)	65.1
Income tax expense reported
in the consolidated
income statement	101.8	(19.9)	81.9	84.5	(19.4)	65.1
Effective rate of tax:	24.3%		24.8%	21.8%		21.5%

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9. Taxation continued

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:

	2024	2023
	£m	£m
Deferred tax:
On equity‑settled transactions	–	(0.4)
On remeasurement gains and on defined benefit plans	(0.2)	(8.6)
	(0.2)	(9.0)
Current tax:
On change in value of effective net investment hedge derivatives	2.9	(1.8)
On equity‑settled transactions	0.1	(0.1)
	3.0	(1.9)
Total	2.8	(10.9)
Of which the following amounts are charged/(credited):
to the statement of comprehensive income	2.7	(10.4)
to the statement of changes in equity	0.1	(0.5)
	2.8	(10.9)

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
	2024	2023	2024	2023	2024	2023
	£m	£m	£m	£m	£m	£m
Intangible and tangible fixed
assets	19.3	13.0	(68.5)	(67.6)	(49.2)	(54.6)
Inventories	9.6	6.4	(0.9)	(0.8)	8.7	5.6
Revaluation of derivatives	1.2	0.5	(0.6)	(1.1)	0.6	(0.6)
Pension and share‑based
payments	13.3	13.5	(0.3)	–	13.0	13.5
Short‑term timing differences	23.4	29.7	(10.0)	(5.6)	13.4	24.1
Other tax credits and losses	4.0	1.4	–	–	4.0	1.4
	70.8	64.5	(80.3)	(75.1)	(9.5)	(10.6)
Offsetting within tax
jurisdictions	(46.6)	(41.8)	46.6	41.8	–	–
Total deferred tax assets
and liabilities	24.2	22.7	(33.7)	(33.3)	(9.5)	(10.6)

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Notes to the consolidated financial statements continued

9. Taxation continued

The movement in the net deferred tax balances has been recognised in the financial statements, as analysed below:

		Recognised	Recognised
		in the	outside the
	Balance at	income	income		Acquisitions/	Balance at
	1 Jan 24	statement	statement	Exchange	disposals	31 Dec 24
	£m	£m	£m	£m	£m	£m
Intangible and tangible fixed assets	(54.6)	7.4		0.4	(2.4)	(49.2)
Inventories	5.6	3.1				8.7
Revaluation of derivatives	(0.6)	1.2				0.6
Pension and share‑based payments	13.5	(0.3)	0.2	(0.4)		13.0
Short‑term timing differences	24.1	(10.0)		(0.9)	0.2	13.4
Other tax credits and losses	1.4	2.8		(0.2)		4.0
Net deferred tax (liability)/asset	(10.6)	4.2	0.2	(1.1)	(2.2)	(9.5)

		Recognised	Recognised
		in the	outside the
	Balance at	income	income		Acquisitions/	Balance at
	1 Jan 23	statement	statement	Exchange	disposals	31 Dec 23
	£m	£m	£m	£m	£m	£m
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)

All exchange movements are taken through the translation reserve.

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9. Taxation continued

Unrecognised deferred tax assets and liabilities

Deferred tax assets are reviewed at each reporting date. Deferred tax assets have not been

recognised for the following temporary differences:

	2024		2023
	Gross	Tax	Gross	Tax
	amount	effected	amount	effected
	£m	£m	£m	£m
Tax losses expiring:
Within 10 years	1.0	0.2	2.3	0.6
Available indefinitely	9.2	2.0	18.1	4.8
Capital losses expiring:
Within 10 years	–	–	–	–
Available indefinitely	105.8	26.5	118.5	29.7
Surplus interest expiring:
Within 10 years	0.6	0.1	0.6	0.1
Available indefinitely	–	–	–	–
Other temporary differences:
Within 10 years	46.4	3.2	56.2	3.5
Available indefinitely	–	–	–	–
	163.0	32.0	195.7	38.7

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, £175.6m (2023: £159.4m) 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 £9.8m (2023: £9.0m),

of which £7.2m (2023: £3.5m) has been provided on the basis that the Group expects to remit

these amounts.

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.

	2024	2023
	£m	£m
Current year final dividend – 2 1 .1p per qualifying ordinary share (2023: 19.2p)	53.9	49.9

The following dividends were declared and paid by the Group during the year:

	2024	2023
	£m	£m
Prior year final dividend paid – 19.2p per qualifying ordinary share (2023 final
year dividend: 17.4p)	50.0	45.1
Current year interim dividend paid – 10.0p per qualifying ordinary share
(2023: 9.1p)	26.0	23.7
	76.0	68.8

Dividend policy and share buybacks

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.

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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.

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11. Intangible assets continued

Analysis of intangible assets

					Non-
				Other	acquired
		Acquired	Other	non-	intangibles	Other
		customer	acquired	acquired	under	intangible
	Goodwill	relationships	intangibles	intangibles*	construction	assets
	£m	£m	£m	£m	£m	£m
Cost
As at 1 January 2023	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
Exchange adjustments	(14.2)	(6.6)	(5.7)	(4.5)	(0.3)	(17.1)
Acquisitions	11.5	1.4	8.1			9.5
Additions				11.1	5.1	16.2
Transfers from assets in the course of construction				2.8	(2.8)	–
Disposal of subsidiaries				(0.7)		(0.7)
Disposals	(8.4)			(6.5)		(6.5)
As at 31 December 2024	706.3	351.8	233.0	204.8	11.6	801.2
Amortisation
As at 1 January 2023	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		21.3	10.7	17.6		49.6
As at 31 December 2023	37.1	251.1	136.5	134.8		522.4
Exchange adjustments	(1.7)	(6.3)	(5.6)	(5.6)		(17.5)
Disposal of subsidiaries				(0.1)		(0.1)
Disposals				(6.5)		(6.5)
Impairment				0.9		0.9
Amortisation		18.0	10.2	19.8		48.0
As at 31 December 2024	35.4	262.8	141.1	143.3		547.2
Net book value at 31 December 2023	680.3	105.9	94.1	67.8	9.6	277.4
Net book value at 31 December 2024	670.9	89.0	91.9	61.5	11.6	254.0

* Other non‑acquired intangibles include capitalised development costs with a carrying value of £29.3m (2023: £32.0m) and capitalised software costs with a carrying value of £32.1m (2023: £35.8m).

The individually significant acquired customer relationships includes £37.0m (2023: £42.1m) in Adaptas Solutions LLC, £17.7m (2023: £21.1m) in Bahr Modultechnik GmbH and £20.8m (2023: £24.6m)

in Heatmiser UK Limited, which have 11 to 15 years of amortisation remaining. The only individually significant other acquired intangibles is the Adaptas brands, with a net book value of £26.8m

(2023: £29.1m), which have 7 to 12 years of amortisation remaining.

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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 11 (2023: 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.

This exercise resulted in the use of the following ranges of values for the key assumptions:

	2024	2023
	%	%
Discount rate	11.8-15.9	10.6‑17.9
Short‑term growth rate	2.7-22.4	8.0‑14.0
Long‑term growth rate	0.7-2.1	1.5‑2.1

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 following table.

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11. Intangible assets continued

			Short‑term	Long‑term
		Discount	growth	growth
	Goodwill	rate	rate	rate
2024	£m	%	%	%
CGU
Life Science & Fluid Control	194.9	13.6	2.7	0.7
Process Automation – Petrochemical & Isolation	109.7	15.9	4.8	0.7
Process Automation – Control Valves	91.6	15.8	4.8	2.1
Climate Control Europe	99.1	11.8	9.2	1.2

			Short‑term	Long‑term
		Discount	growth	growth
	Goodwill	rate	rate	rate
2023	£m	%	%	%
CGU
Life Science & Fluid Control	201.4	15.0	8.0	2.0
Process Automation – Petrochemical & Isolation	115.2	16.3	8.0	2.0
Process Automation – Control Valves	96.5	17.9	8.0	2.0
Heatmiser	67.6	16.0	14.0	1.5

The Heatmiser CGU has been amalgamated in to the Climate Control Europe CGU as the business

has been integrated within the Climate Control sector. The carrying amount of goodwill allocated

to CGUs deemed to be non‑significant is £175.6m (2023: £199.6m).

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 (2023: £41m).

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 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.

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Notes to the consolidated financial statements continued

12. Property, plant and equipment continued

			Assets in the
	Land and	Plant and	course of
	buildings	equipment	construction	Total
	£m	£m	£m	£m
Cost
As at 1 January 2023	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
Exchange adjustments	(6.1)	(25.1)	(2.3)	(33.5)
Acquisitions	0.1			0.1
Additions	18.6	21.9	34.8	75.3
Transfers from assets in the course of construction	12.4	24.7	(37.1)	–
Disposal of subsidiaries		(2.0)		(2.0)
Disposals	(31.5)	(66.4)	(0.1)	(98.0)
As at 31 December 2024	193.4	681.8	30.6	905.8
Depreciation
As at 1 January 2023	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
Exchange adjustments	(4.1)	(16.8)		(20.9)
Disposal of subsidiaries		(1.4)		(1.4)
Disposals	(16.6)	(63.5)		(80.1)
Impairment charge	0.3	0.9		1.2
Depreciation	4.9	37.4		42.3
As at 31 December 2024	91.3	513.3	–	604.6
NBV at 31 December 2023	93.1	172.0	35.3	300.4
NBV at 31 December 2024	102.1	168.5	30.6	301.2

An impairment charge of £1.2m was recognised during the year (2023: £3.1m) as part of the

restructuring costs incurred in the complexity reduction programme. 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 £20.3m (2023: £3.1m).

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.

The contractual maturity of the leases is disclosed in Note 19.

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13. Leases continued

Set out below are the carrying amounts of right‑of‑use assets recognised and the movements during the period:

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
As at 1 January 2023	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
Additions	4.3	8.3	12.6
Extensions	10.3	0.8	11.1
Payment changes	2.4	0.3	2.7
Terminations	(5.4)	(0.6)	(6.0)
Impairment	(0.3)	–	(0.3)
Depreciation expense	(20.9)	(7.8)	(28.7)
Exchange	(3.1)	(0.3)	(3.4)
As at 31 December 2024	72.4	15.2	87.6

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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:

	Land and	Plant and
	buildings	equipment	Total
	£m	£m	£m
As at 1 January 2023	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
Additions	4.3	8.3	12.6
Extensions	10.3	0.8	11.1
Payment changes	2.5	0.4	2.9
Terminations	(6.0)	(0.6)	(6.6)
Accretion of interest	2.5	0.3	2.8
Payments	(23.3)	(8.1)	(31.4)
Exchange	(2.2)	(0.3)	(2.5)
As at 31 December 2024	74.5	14.6	89.1
Current	17.0	6.2	23.2
Non-current	57.5	8.4	65.9

The following are the amounts recognised in the income statement:

	2024	2023
	£m	£m
Depreciation expense of right‑of‑use assets	(28.7)	(29.4)
Interest expense on lease liabilities	(2.8)	(2.9)
Total amount recognised in profit or loss	(31.5)	(32.3)

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 (2023: £nil).

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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 on the following page. Due to the complexity of the valuation and its long‑term nature, a defined benefit obligation is highly sensitive to

changes in these assumptions.

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Notes to the consolidated financial statements continued

14. Retirement benefits continued

Summary information

Net pension deficit: £47.4m (2023: deficit of £48.9m)

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 (2023: 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:

					Net
					(deficit)/
	Quantity	Quantity	Assets	Liabilities	surplus
	2024	2023	£m	£m	£m
Australia	3	3		(0.3)	(0.3)
Austria	6	6		(2.6)	(2.6)
France	3	3	0.2	(0.5)	(0.3)
Germany	30	30	6.2	(40.1)	(33.9)
India	6	6		(1.6)	(1.6)
Italy	6	6		(1.3)	(1.3)
Mexico	5	5		(1.2)	(1.2)
Spain	2	2			–
Switzerland	5	5	88.5	(88.2)	0.3
UAE	1	1		(1.4)	(1.4)
US*	2	2		(1.8)	(1.8)
UK	1	1	267.7	(271.0)	(3.3)
	70	70	362.6	(410.0)	(47.4)

* The US deficit above excludes £2.2m of assets relating to unqualified plans classified as investments

(see Note 17).

As at 31 December 2024, the Group has recognised a net defined benefit deficit of £3.3m

(2023: deficit of £3.7m) for the UK Deferred Fund.

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:

			% of total		% of total
	Quantity	Assets	assets	Liabilities	liabilities
Type of scheme	No.	£m	%	£m	%
2024
Final salary *	25	268.1	73.9%	(305.6)	74.6%
Cash balance **	12	88.6	24.4%	(89.9)	21.9%
Jubilee awards ***	14	–	0%	(2.4)	0.6%
Other	19	6.1	1.7%	(12.1)	3.0%
Total	70	362.8	100%	(410.0)	100%
Asset ceiling		(0.2)
Revised assets		362.6
2023
Final salary *	25	304.3	76.0%	(345.3)	76.8%
Cash balance **	12	89.9	22.4%	(90.3)	20.1%
Jubilee awards ***	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 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.

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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.

	2024	2023
	£m	£m
Quoted equities	25.6	27.2
Quoted bonds	27.5	28.1
Total quoted assets	53.1	55.3
Unquoted equities	25.7	28.9
Insurance policies*	261.0	291.7
Property	14.6	20.3
Other**	8.4	4.8
Total unquoted assets	309.7	345.7
Fair value of assets	362.8	401.0
Restriction due to an asset ceiling	(0.2)	(0.4)
DBOs for funded schemes	(366.4)	(403.4)
DBOs for unfunded schemes	(43.6)	(46.1)
Deficit for DBOs	(47.4)	(48.9)
Schemes in net pension deficit	(48.5)	(50.6)
Schemes in net pension surplus	1.1	1.7

* 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 £95.0m (2023: £96.9m) comprise equities of £25.6m (2023: £27.2m), bonds

of £27.5m (2023: £28.1m), insurance of £6.4m (2023: £6.8m), property of £14.6m (2023: £20.2m)

and other assets of £20.9m (2023: £14.6m). This excludes the impact of the restriction due to the

asset ceiling of £0.2m (2023: £0.4m) 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.

	2024	2023
Location	£m	£m
UK	14.0	15.0
Switzerland	15.6	14.2
US	6.1	5.4
Eurozone	11.6	11.3

The UK Funds

The United Kingdom constitutes 66% (2023: 68%) of total defined benefit liabilities and 74% (2023: 76%)

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

The Virgin Media Ltd v NTL Pension Trustees II decision, handed down by the High Court on 16 June

2023 considered the implications of section 37 of the Pension Schemes Act 1993. Section 37 of the

Pension Schemes Act 1993 only allowed the rules of contracted‑out schemes in respect to benefits

to be altered where certain requirements were met. The court decision was subject to appeal, with

the Court of Appeal judgement published on 25 July 2024 upholding the High Court’s ruling.

The Group’s view is that it remains appropriate that no adjustment is made to the Group’s financial

statements, as at this point there is no reason to believe the relevant requirements were not

complied with.

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. No payments

were made in 2024 (2023: £5.0m). The remaining liability is £15.0m.

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Notes to the consolidated financial statements continued

14. Retirement benefits continued

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.

The employer’s contributions to the Fund are expected to be £nil in 2025.

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

The table below reconciles the movement in the UK and overseas net defined benefit obligation

between 1 January 2024 and 31 December 2024.

	UK	Overseas	Total
	£m	£m	£m
Net defined benefit obligation at 1 January 2024	(3.7)	(45.2)	(48.9)
Movement recognised in:
Income statement	(0.2)	(6.1)	(6.3)
OCI	0.6	(2.1)	(1.5)
Cash flow statement		7.1	7.1
Exchange movements		2.2	2.2
Net defined benefit obligation at 31 December 2024	(3.3)	(44.1)	(47.4)

Risks faced by the schemes

The main risks that the Group face in respect of the UK Deferred Fund, which makes up 74% 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 (typically taken to mean those rated AA) of term
	appropriate to the duration of the liabilities.
	A decrease in corporate bond yields and therefore the resulting discount rate,
	leads to a higher value being placed on the pension liabilities.
	The trustees’ investment strategy for the UK Deferred Fund includes investing in
	liability‑driven investments and bonds whose values increase with decreases in
	interest rates. The trustees have a target to hedge 100% of interest rate risk. The
	trustee’s investment managers measure and monitor the hedging arrangements
	in place, and the latest performance report shows this target is being met.
	Note that the scheme hedges interest rate risk on a scheme funding basis
	(relative to gilts) whereas AA corporate bonds are implicit in the IAS 19
	discount rate and so there is some mismatching risk to the Group should
	yields on gilts and corporate bonds diverge. The scheme’s exposure to
	corporate bonds mitigates this risk to some extent.
Inflation risk	In the UK Deferred Fund, a large proportion of the benefits are linked to
	inflation. Therefore, an increase in inflation would lead to higher benefits
	being paid than expected.
	To mitigate this risk, the UK Deferred Fund aims to hedge 100% of the Fund’s
	liabilities against inflation risk. The trustee’s investment managers measure
	and monitor the hedging arrangements in place and the latest performance
	report shows this target is being met.
Investment risk	The UK Deferred Fund holds investments in asset classes, such as private
	equity and property, which have volatile market values. These assets are
	expected to provide better returns than Government bonds over the long‑
	term. However, the short‑term volatility can cause additional funding to be
	required, if a deficit emerges. As these investments make up around 9% of
	the total assets, the risk to the Group is relatively small.
Mortality risk	The majority of the plans’ obligations are to provide benefits for the life of
	each retired member and their spouse, so increases in life expectancy result in
	an increase in the plans’ liabilities.
	An increase of one year in life expectancy for the UK Deferred Fund would act
	to increase liabilities by c.£8.4m.
	The Group has an objective to insure benefits as members retire, in order
	to reduce mortality risk.

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14. Retirement benefits continued

Cash flow impacts

		2024			2023
	UK	Overseas	Total	UK	Overseas	Total
	£m	£m	£m	£m	£m	£m
Amounts from employees	–	2.4	2.4	–	2.5	2.5
Amounts from employers	–	2.8	2.8	–	3.0	3.0
Benefits and settlements paid directly by the Group	–	4.3	4.3	–	3.9	3.9
Total	–	9.5	9.5	–	9.4	9.4

The expected contributions to the DB arrangements in 2025 are £2.8m of normal employer contributions and £2.4m 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:

			2024				2023
		Overseas	Overseas			Overseas	Overseas
		post	non-post			post	non‑post
		employ-	employ-			employ‑	employ‑
	UK	ment	ment	Total	UK	ment	ment	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Change in discount rate	46.2	(6.2)		40.0	(15.3)	(9.4)		(24.7)
Change in inflation	(3.8)	0.4		(3.4)	3.1	0.5		3.6
Change in other assumptions	0.1	–		0.1	2.9	–		2.9
Actuarial experience – (liabilities)/assets	(0.5)	(1.5)		(2.0)	4.7	(0.1)		4.6
Asset experience	(41.4)	5.1		(36.3)	(28.8)	3.3		(25.5)
Actuarial gains/(losses) in the year	0.6	(2.2)		(1.6)	(33.4)	(5.7)		(39.1)
Change in the asset ceiling		0.1		0.1		5.4		5.4
Exchange gains		2.0	0.2	2.2		0.9	0.1	1.0
Gains/(losses) recognised through equity	0.6	(0.1)	0.2	0.7	(33.4)	0.6	0.1	(32.7)

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Notes to the consolidated financial statements continued

14. Retirement benefits continued

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:

				Weighted averages
	2024		2023		2022
	UK *	Overseas	UK *	Overseas	UK **	Overseas
	% pa	% pa	% pa	% pa	% pa	% pa
Inflation – RPI	3.4	–	3.3	–	3.4	–
Inflation – CPI (pre‑2030)	2.4	1.4	2.3	1.5	2.4	1.5
Inflation – CPI (post‑2030)	3.4	1.4	3.3	1.5	3.4	1.5
Discount rate	5.5	2.0	4.5	2.4	4.8	3.0
Expected salary increases	n/a	1.9	n/a	1.9	n/a	1.8
Rate of pension increases	3.3	0.6	3.2	0.6	3.3	0.5

* 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 2022 UK market conditions excluding buy‑ins

	2024	2023	2022
	years	years	years
Life expectancy (IMI Pension Fund only) ***
Current male pensioners	21.2	21.0	21.5
Current female pensioners	23.7	23.5	23.9
Future male pensioners	22.5	22.3	22.8
Future female pensioners	25.2	24.9	25.4

*** 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 2024 have been based on the results of this review, with the allowance for improvements over time

updated to reflect the latest data available.

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14. Retirement benefits continued

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 2024, in the event of the

following reasonable changes in the key assumptions above.

	2024	2023
UK	£m	£m
Discount rate 0.1% pa lower *	4.1	5.2
Inflation‑linked pension increases 0.1% pa higher	3.8	4.6
Increase of one year in life expectancy from age 65	8.4	9.8
10% fall in non‑bond‑like assets **	2.6	2.9

* 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.

	2024	2023
Non-UK	£m	£m
Discount rate 0.1% pa lower	1.9	1.6
Salary increases 0.1% higher	0.4	0.4
Increase of one year in life expectancy at age 65	3.1	2.9

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):

			2024				2023
		Overseas	Overseas			Overseas	Overseas
		post	non-post			post	non‑post
		employ-	employ-			employ‑	employ‑
	UK	ment	ment	Total	UK	ment	ment	Total
	£m	£m	£m	£m	£m	£m	£m	£m
Current service cost	–	3.7	0.7	4.4		3.5	0.5	4.0
Settlement/
curtailment		(0.6)		(0.6)
Recognition of gains	–		0.6	0.6			(0.3)	(0.3)
Pension expense
– operating costs	–	3.1	1.3	4.4	–	3.5	0.2	3.7
Interest on DBO	13.7	3.0	0.2	16.9	14.1	3.6	0.2	17.9
Interest on assets
ceiling						0.1		0.1
Interest on assets	(13.5)	(1.5)		(15.0)	(15.4)	(2.1)		(17.5)
Interest expense/
(income) –
financing costs	0.2	1.5	0.2	1.9	(1.3)	1.6	0.2	0.5

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Notes to the consolidated financial statements continued

14. Retirement benefits continued

Overall reconciliation of changes in the net liability for DBOs

		2024				2023
				Net				Net
				defined				defined
				benefit				benefit
			Asset	(liability)/			Asset	asset/
	DBO	Assets	ceiling	asset	DBO	Assets	ceiling	(liability)
	£m	£m	£m	£m	£m	£m	£m	£m
Brought forward at start of year	(449.5)	401.0	(0.4)	(48.9)	(425.4)	412.2	(5.7)	(18.9)
Income Statement (charges)/credits
Current service cost	(4.4)			(4.4)	(4.0)			(4.0)
Past service credit – curtailment	0.6			0.6				–
Net interest (cost)/income on net DB (liability)	(16.9)	15.0		(1.9)	(17.9)	17.5	(0.1)	(0.5)
Immediate recognition of (losses)/gains – other long‑term benefits	(0.6)			(0.6)	0.3			0.3
Total charged to income statement	(21.3)	15.0	–	(6.3)	(21.6)	17.5	(0.1)	(4.2)
Remeasurements recognised in other comprehensive income
Actuarial (loss)/gain due to actuarial experience	(2.0)			(2.0)	4.6			4.6
Actuarial gain/(loss) due to financial assumption changes	36.5			36.5	(21.1)			(21.1)
Actuarial gain due to demographic assumption changes	0.1			0.1	2.9			2.9
Return on plan assets* less than discount rate		(36.3)		(36.3)		(25.5)		(25.5)
Change in asset ceiling			0.2	0.2			5.4	5.4
Total remeasurements recognised in other comprehensive income	34.6	(36.3)	0.2	(1.5)	(13.6)	(25.5)	5.4	(33.7)
Cash flows in the year
Employer contributions		2.8		2.8		3.0		3.0
Employee contributions	(2.4)	2.4			(2.5)	2.5
Benefits paid directly by the Company	4.3			4.3	3.9			3.9
Benefits paid from plan assets	16.2	(16.2)			12.4	(12.4)
Net cash inflow/(outflow)	18.1	(11.0)	–	7.1	13.8	(6.9)	–	6.9
Other movements
Changes in exchange rates	8.1	(5.9)		2.2	(2.7)	3.7		1.0
Total other movements	8.1	(5.9)	–	2.2	(2.7)	3.7	–	1.0
Carried forward at end of year	(410.0)	362.8	(0.2)	(47.4)	(449.5)	401.0	(0.4)	(48.9)

* Net of management costs.

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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.

Inventories

	2024	2023
	£m	£m
Raw materials and consumables	160.8	162.1
Work in progress	182.3	174.4
Finished goods	104.7	100.8
	447.8	437.3
Inventories are stated after:
Allowance for impairment	60.8	59.0

In 2024, the cost of inventories recognised as an expense (being segmental cost of sales) amounted

to £1,165.4m (2023: £1,183.7m).

In 2024, the write‑down of inventories to net realisable value amounted to £2.0m (2023: £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.

Trade and other receivables

	2024	2023
Current	£m	£m
Trade receivables	417.5	402.6
Prepayments	25.3	24.6
Accrued income	11.5	11.2
Other receivables	85.9	85.5
	540.2	523.9
Receivables are stated after:
Allowance for impairment	18.8	18.0

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 2024 these totalled £599.2m (2023: £565.8m).

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 2024 revenues (2023: 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.

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Notes to the consolidated financial statements continued

16. Trade and other receivables continued

Exposure to credit risk in respect of trade receivables

		Carrying amount
	2024	2023
	£m	£m
UK	28.0	17.5
Germany	24.7	28.3
Rest of Europe	113.3	108.1
USA	86.0	77.9
Asia Pacific	94.4	105.8
Rest of World	71.1	65.0
Total	417.5	402.6

The maximum exposure to credit risk for trade receivables at the reporting date by segment is

shown in the table below.

		Carrying amount
	2024	2023
	£m	£m
Automation	308.7	302.8
Life Technology	108.8	99.8
Total	417.5	402.6

Impairment provisions for trade receivables

The ageing of trade receivables at the reporting date is shown in the following table.

		2024		2023
	Gross	Impairment	Gross	Impairment
	£m	£m	£m	£m
Not past due	334.1	(0.1)	343.0	(0.1)
Past due 1‑30 days	48.3	(0.4)	36.2	(0.9)
Past due 31‑90 days	18.5	(0.4)	14.9	(1.0)
Past due over 90 days	35.4	(17.9)	26.5	(16.0)
Total	436.3	(18.8)	420.6	(18.0)

The net movement in the allowance for impairment in respect of trade receivables during the year is

shown in the below table.

	2024	2023
	£m	£m
Net balance at 1 January	18.0	16.4
Acquisitions	1.7	–
Utilised during the year	(1.8)	(0.7)
Charged to the income statement	3.7	3.9
Released	(2.6)	(1.4)
Exchange	(0.2)	(0.2)
Net balance at 31 December	18.8	18.0

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 2024, credit exposure including cash deposited did not exceed

£13.0m with any single institution (2023: £19.0m).

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 2024 and 31 December 2023. 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.

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17. Financial assets and liabilities continued

		Fair value
		Other	Financial
		derivatives	assets	At	Total
	Designated	at fair	at fair	amortised	carrying	Fair value
	at fair value	value	value	cost	value	if different
	£m	£m	£m	£m	£m	£m
2024
Cash and cash equivalents			147.8		147.8
Bank overdrafts				(91.0)	(91.0)
Borrowings due within one
year				(124.0)	(124.0)
Borrowings due after one year				(391.4)	(391.4)	(381.5)
Lease liabilities				(89.1)	(89.1)
Trade and other payables *				(481.5)	(481.5)
Trade receivables				417.5	417.5
Investments			2.2		2.2
Other current financial assets/
(liabilities)
Derivative assets **	0.3	6.6			6.9
Derivative liabilities ***		(13.3)			(13.3)
Total	0.3	(6.7)	150.0	(759.5)	(615.9)

		Fair value
		Other	Financial
		derivatives	assets	At	Total
	Designated	at fair	at fair	amortised	carrying	Fair value
	at fair value	value	value	cost	value	if different
	£m	£m	£m	£m	£m	£m
2023
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)
Trade and other payables *				(451.9)	(451.9)
Trade receivables				402.6	402.6
Investments			1.7		1.7
Other current financial assets/
(liabilities)
Derivative assets **		12.1			12.1
Derivative liabilities ***	(3.5)	(7.4)			(10.9)
Total	(3.5)	4.7	108.2	(794.4)	(685.0)

* Trade and other payables exclude social security and taxation and include liabilities of £13.5m (2023: £15.3m)

falling due after more than one year.

** Includes £0.3m (2023: £0.3m) falling due after more than one year.

*** Derivative liabilities include liabilities of £0.2m (2023: £0.2m) falling due after more than one year: £0.2m

in 1‑2 years and £nil in 2‑3 years (2023: £0.2m 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.

The decrease in other derivative assets and liabilities at fair value of £11.4m is recognised in the

income statement and consists of £11.1m decrease of unsettled net foreign currency and metal

forward contracts, which are not designated as hedges for accounting purposes and a decrease

of £0.3m of forward contracts to be utilised against specific trade receivables and trade payables.

There are no other financial liabilities included within payables disclosed above.

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Notes to the consolidated financial statements continued

17. Financial assets and liabilities continued

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):

	Quoted
	prices in
	active
	markets for	Significant
	identical	other
	assets and	observable
	liabilities	inputs
	Level 1	Level 2	Total
	£m	£m	£m
As at 31 December 2024
Financial assets measured at fair value
Equity instruments*	2.2		2.2
Foreign currency forward contracts		6.9	6.9
	2.2	6.9	9.1
Financial liabilities measured at fair value
Foreign currency forward contracts		(13.3)	(13.3)
		(13.3)	(13.3)
As at 31 December 2023
Financial assets measured at fair value
Equity instruments*	1.7		1.7
Foreign currency forward contracts		12.1	12.1
	1.7	12.1	13.8
Financial liabilities measured at fair value
Foreign currency forward contracts		(10.9)	(10.9)
		(10.9)	(10.9)

* 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 £6.9m and £13.3m, 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.

Valuation techniques for level 3 inputs

At 31 December 2024, 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.

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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 100 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).

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 £160m (2023: £205m) of loans in a net investment hedge of USD net

assets and £355m (2023: £374m) of EUR net assets. No ineffectiveness was recorded (2023: £nil) and

a gain of £3.8m (2023: £0.4m gain) 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 2024 was an accumulated gain of £3.0m (2023: accumulated loss

of £0.8m).

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Notes to the consolidated financial statements continued

18. Financial risk management continued

Currency profile of assets and liabilities

					Assets
					and
					liabilities
					subject
					to	Other
			Lease	Exchange	interest	net	Total net	Total net
	Cash *	Debt	liabilities	contracts	rate risk	assets **	assets	assets
	2024	2024	2024	2024	2024	2024	2024	2023
	£m	£m	£m	£m	£m	£m	£m	£m
Sterling	(101)		(14)	274	159	180	339	397
US Dollar		(160)	(7)		(167)	468	301	394
Euro	36	(355)	(24)	(176)	(519)	633	114	(12)
Other	122		(44)	(98)	(20)	351	331	251
Total	57	(515)	(89)	–	(547)	1,632	1,085	1,030

* Cash is stated net of overdrafts.

** Other net assets includes leased assets: £11.1m Sterling (2023: £11.9m), £8.3m US Dollar (2023: £9.1m),

£44.7m Euro (2023: £54.0m) and £23.5m Other (2023: £24.6m).

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.

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:

			Assets			Weighted	Weighted
	Debt and	Cash and	subject			average	average
	exchange	exchange	to interest	Floating	Fixed	fixed	period
	contracts *	contracts	rate risk *	rate	rate	interest	for which
	2024	2024	2024	2024	2024	rate	rate is fixed
	£m	£m	£m	£m	£m	%	years
Sterling	–	173	173	173
US Dollar	(160)		(160)		(160)	3.9	1.6
Euro	(531)	36	(495)	(140)	(355)	2.3	3.0
Other	(98)	122	24	24
Total	(789)	331	(458)	57	(515)

* Net of lease liabilities; £14m Sterling, £7m US Dollar, £24m Euro and £44m Other.

			Assets			Weighted	Weighted
	Debt and	Cash and	subject			average	average
	exchange	exchange	to interest	Floating	Fixed	fixed	period
	contracts *	contracts	rate risk *	rate	rate	interest	for which
	2023	2023	2023	2023	2023	rate	rate is fixed
	£m	£m	£m	£m	£m	%	years
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.

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.

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.

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18. Financial risk management continued

	1% decrease	1% increase	10%	10%
	in interest	in interest	weakening	strengthening
	rates	rates	in Sterling	in Sterling
	£m	£m	£m	£m
At 31 December 2024
Impact on income statement: (loss)/gain	–	–	(17.5)	17.5
Impact on equity: (loss)/gain	–	–	(62.8)	62.8
At 31 December 2023
Impact on income statement: gain/(loss)	0.5	(0.5)	(18.4)	18.4
Impact on equity: (loss)/gain			(75.2)	75.2

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 2024, the Group had undrawn committed facilities totalling £300.0m

(2023: £300.0m) and was holding cash and cash equivalents of £147.8m (2023: £106.5m). There are

no significant seasonal funding requirements or capital intensive investment areas for the Group.

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.

Capital base

	2024	2023
	£m	£m
Total equity	1,085	1,030
Gross debt including overdrafts	606	645
Gross cash	(148)	(107)
Capital base	1,543	1,568
Employee benefits and deferred tax assets	25	24
Extended capital base	1,568	1,592
Undrawn funding facilities	300	300
Available capital base	1,868	1,892

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 2024 was 1.0 times (2023: 1.3 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.

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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

	2024	2023
	£m	£m
Adjusted EBITDA *	526.3	503.2
Working capital movements	(21.5)	(31.3)
Capital and development expenditure	(91.5)	(79.9)
Provisions and employee benefit movements **	(1.7)	(2.7)
Principal elements of lease payments	(28.6)	(29.0)
Other	18.8	6.0
Adjusted operating cash flow ***	401.8	366.3
Adjusting items	(40.7)	(43.1)
Tax paid	(97.9)	(76.1)
Interest	(14.8)	(22.7)
Derivatives	14.6	9.8
Free cash flow before corporate activity	263.0	234.2
Dividends paid to equity shareholders	(76.0)	(68.8)
Acquisition and disposal of subsidiaries	(0.7)	0.5
Net (purchase)/issue of own shares	(97.1)	0.6
Net cash flow (excluding debt movements)	89.2	166.5

* Adjusted profit after tax £317.0m before interest £16.7m, tax £101.8m, depreciation £71.0m and amortisation £19.8m.

** Movement in provisions and employee benefits as per the statement of cash flows £4.3m adjusted for the movement in the restructuring provisions £6.0m.

*** 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.

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19. Net debt continued

Reconciliation of net cash to movement in net debt

	2024	2023
	£m	£m
Net increase in cash and cash equivalents, excluding foreign exchange	37.4	17.7
Less: cash acquired/disposed	1.8	0.4
Net repayment of borrowings excluding foreign exchange and net debt disposed/acquired	50.0	148.4
Decrease in net debt before acquisitions, disposals and foreign exchange	89.2	166.5
Net (debt)/cash acquired/disposed	(4.7)	(0.4)
Currency translation differences	(4.7)	1.8
Movement in lease liabilities	11.1	5.5
Movement in net debt in the year	90.9	173.4
Net debt at the start of the year	(638.6)	(812.0)
Net debt at the end of the year	(547.7)	(638.6)

Reconciliation of adjusted operating cash flow to cash flow statement

	2024	2023
	£m	£m
Cash generated from operations	469.5	439.3
Principal lease payments	(28.6)	(29.0)
Settlement of transactional derivatives	(2.9)	(8.8)
Acquisition of property, plant and equipment and non‑acquired intangibles	(91.5)	(79.9)
Adjusting items	40.7	43.1
Purchase of investments	(1.0)	–
Proceeds from sale of property, plant and equipment	15.6	1.6
Adjusted operating cash flow	401.8	366.3

Reconciliation of cash and cash equivalents

	2024	2023
	£m	£m
Cash and cash equivalents in current assets	147.8	106.5
Bank overdraft in current liabilities	(91.0)	(66.3)
Cash and cash equivalents	56.8	40.2

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Notes to the consolidated financial statements continued

19. Net debt continued

Analysis of net debt

			Borrowings and finance
			leases due
	Cash and		after more
	cash	within one	than one	Lease	Total
	equivalents	year	year	creditors	net debt
	£m	£m	£m	£m	£m
At 1 January 2023	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
Cash flow excluding settlement of currency derivatives hedging balance 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)
Lease additions, extensions, terminations and payment changes				(20.0)	(20.0)
Lease payments and interest				28.6	28.6
Cash flow excluding settlement of currency derivatives hedging balance sheet and net cash/debt disposed of/acquired	13.0	(80.4)	130.4		63.0
Cash acquired/(disposed)	(1.8)	(2.9)			(4.7)
Settlement of currency derivatives hedging balance sheet	11.7				11.7
Currency translation differences	(6.3)	6.5	9.6	2.5	12.3
At 31 December 2024	56.8	(124.0)	(391.4)	(89.1)	(547.7)

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:

	2024	2023
	£m	£m
Expiring within one year	75.0	100.0
Expiring between one and two years	50.0	75.0
Expiring after more than two years	175.0	125.0
Total	300.0	300.0

The weighted average life of these facilities is 2.6 years (2023: 1.6 years).

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19. Net debt continued

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:

	Effective
	interest	Carrying	Contractual	0 to	1 to	2 to	3 to	4 to	5 years
	rate	value	cash flows	<1 year	<2 years	<3 years	<4 years	<5 years	and over
	%	£m	£m	£m	£m	£m	£m	£m	£m
2024
Cash and cash equivalents	Floating	147.8	147.8	147.8
US loan notes 2025	1.39%	(124.0)	(124.5)	(124.5)
US loan notes 2026	3.86%	(100.0)	(104.9)	(3.9)	(101.0)
US loan notes 2027	3.92%	(60.0)	(65.4)	(2.4)	(2.4)	(60.6)
US loan notes 2028	1.53%	(66.1)	(69.2)	(1.0)	(1.0)	(1.0)	(66.2)
US loan notes 2029	3.30%	(82.6)	(94.7)	(2.7)	(2.7)	(2.7)	(2.7)	(83.9)
US loan notes 2030	3.4%	(82.6)	(98.0)	(2.8)	(2.8)	(2.8)	(2.8)	(2.8)	(84.0)
Bank overdrafts	Floating	(91.0)	(91.0)	(91.0)
Lease liabilities	Various	(89.1)	(89.1)	(22.3)	(20.0)	(15.2)	(10.2)	(8.2)	(13.2)
Derivative financial liabilities		(13.3)	(13.3)	(13.1)	(0.2)
Total		(560.9)	(602.3)	(115.9)	(130.1)	(82.3)	(81.9)	(94.9)	(97.2)

	Effective
	interest	Carrying	Contractual	0 to	1 to	2 to	3 to	4 to	5 years
	rate	value	cash flows	<1 year	<2 years	<3 years	<4 years	<5 years	and over
	%	£m	£m	£m	£m	£m	£m	£m	£m
2023
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)

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.

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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.

					Non-cash changes
			Acquisition				31
	1 January	Financing	of	Lease			December
	2024	cash flows *	subsidiary	changes	Exchange	Other **	2024
	£m	£m	£m	£m	£m	£m	£m
2024
Acquired loan	–	2.9	(2.9)				–
Term loan 2024	(47.2)	47.1			0.1		–
US loan notes	(531.4)				16.0		(515.4)
Lease liabilities	(100.2)	31.4	(0.5)	(19.5)	2.5	(2.8)	(89.1)
Total	(678.8)	81.4	(3.4)	(19.5)	18.6	(2.8)	(604.5)

					Non‑cash changes
			Acquisition				31
	1 January	Financing	of	Lease			December
	2023	cash flows *	subsidiary	changes	Exchange	Other **	2023
	£m	£m	£m	£m	£m	£m	£m
2023
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)
Lease liabilities	(105.7)	31.9		(24.2)	0.7	(2.9)	(100.2)
Total	(851.2)	180.3		(24.2)	19.2	(2.9)	(678.8)

* 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.

	2024	2023
	£m	£m
Current liabilities
Unsecured loan notes and other loans	124.0	47.2
Lease liabilities	23.2	25.2
Total	147.2	72.4
Non-current liabilities
Unsecured loan notes and other loans	391.4	531.4
Lease liabilities	65.9	75.0
Total	457.3	606.4

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.

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20. Provisions continued

Analysis of the Group’s provisions:

		Trade	Environmental
	Restructuring	warranties	& legal	Total
	£m	£m	£m	£m
Current	19.9	8.4	0.4	28.7
Non‑current	1.0	7.1	4.9	13.0
At 1 January 2024	20.9	15.5	5.3	41.7
Arising during the year	50.8	4.0		54.8
Released during the year		(1.4)	(3.7)	(5.1)
Utilised during the year	(44.8)	(2.2)		(47.0)
Exchange adjustment	(0.8)	(0.4)		(1.2)
At 31 December 2024	26.1	15.5	1.6	43.2
Current	24.5	9.8	0.4	34.7
Non‑current	1.6	5.7	1.2	8.5

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 £20.9m primarily related to the closure of factories in the

UK and Europe within our Industrial Automation sector and the Customer First project, which both

simplify the structure and ensures the business structure is aligned with our customer base. The

utilised balance includes £44.8m of cash settlements. The provision as at 31 December 2024 of

£26.1m primarily relates to the expected redundancy payments for facility closures with the

majority of the resulting outflow expected during 2025.

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

	2024	2023
	£m	£m
Current
Trade payables	146.2	152.0
Social security and other taxation	27.9	33.7
Accruals	45.4	42.6
Deferred income	0.7	0.3
Progress billings and advance payments from customers	126.7	96.8
Other payables	149.0	144.9
	495.9	470.3
Non-current
Other payables	13.5	15.3
	509.4	485.6

£62.8m of the £96.8m progress billings and advance payments from customers held at the prior

year‑end, were recognised as revenue during the year. £50.9m of the £71.9m progress billings and

advance payments from customers held at 31 December 2022, were recognised as revenue during

the 2023 financial year. Other payables includes costs for services and professional fees invoiced at

the balance sheet date.

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

		2024		2023
		Ordinary shares		Ordinary shares
		28 4/7p per share	28	4/7p per share
	Number (m)	Value (£m)	Number (m)	Value (£m)
In issue at the start of the year	275.1	78.6	275.0	78.6
Issued to satisfy employee share schemes	0.1	0.1	0.1	–
Share cancellations	(5.5)	(1.6)	–	–
In issue at the end of the year	269.7	77.1	275.1	78.6

All issued share capital at 31 December 2024 and 2023 is fully paid and conveys the same rights.

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Notes to the consolidated financial statements continued

22. Share capital continued

Share movements in the year

Movements in shares due to share issues and purchases during the year were as follows:

			Number of ordinary
		shares of 28 4/7p each (million)
	Employee
	Benefit Trust	Other	Treasury	Total
In issue at 31 December 2023	1.7	259.7	13.7	275.1
New issues to satisfy employee share scheme
awards		0.1		0.1
Market purchases		(5.5)	5.5	–
Share cancellations			(5.5)	(5.5)
Shares allocated under employee share
schemes	(0.9)	0.9		–
At 31 December 2024	0.8	255.2	13.7	269.7

During the year 0.1m (2023: 0.1m) shares were issued under employee share schemes realising

£1.4m (2023: £0.6m).

Employee Benefit Trust

The Employee Benefit Trust made no market purchases during 2024 (2023: nil).

Share options exercised in 2024 were settled using the shares in the Group’s Employee Benefit Trust.

In 2024, 0.1m (2023: 0.7m) shares were issued for cash of £nil (2023: £nil).

Of the 14.4m (2023: 15.4m) shares held within retained earnings, 0.8m (2023: 1.7m) shares with

an aggregate market value of £14.3m (2023: £28.6m) are held in trust to satisfy employee share

scheme vesting.

23. Acquisitions

Acquisitions in 2024

On 31 October 2024 the Group acquired 100% of the share capital, and associated voting rights, of

TWTG Group B.V. (TWTG) for initial purchase consideration of £18.2m. TWTG is a leader in smart

connected asset monitoring solutions for process industries based in Rotterdam, the Netherlands.

This acquisition has been accounted for as a business combination. The provisional fair value

amounts recognised in respect of the identified assets acquired and liabilities assumed are set out

in the table below. The goodwill recognised below 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 business provides to the Group’s operations.

Acquisition costs of £0.7m were recognised in the income statement in 2024.

	Fair value at
	31 October
	2024
TWTG GROUP B.V. (TWTG)	£m
Other intangible assets	9.5
Property, plant and equipment	0.1
Right of use assets	0.5
Inventories	2.2
Trade and other receivables	1.9
Cash and cash equivalents	0.5
Trade and other payables	(1.6)
Interest‑bearing loans and borrowings	(2.9)
Lease liabilities	(0.5)
Deferred taxation	(2.2)
Total identified net assets at fair value	7.5
Goodwill arising on acquisition	10.7
Purchase consideration	18.2

The revenue and adjusted operating profit included in the income statement for 2024 contributed

by TWTG were £1.0m and £0.3m, respectively. If the acquisition had taken place on 1 January 2024,

TWTG would have contributed revenue and operating profit of £7.4m and £1.0m, respectively.

There were no acquisitions during 2023.

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24. Disposals

Disposals in 2024

The Group disposed of its French subsidiary, Industrie Mecanique Pour Les Fluides SA, on 25 April

2024 for proceeds of £18.5m, resulting in a gain on disposal for the Group of £6.3m after disposing

of £11.5m of net assets and incurring £1.0m of associated disposal costs, partly offset by recycling a

foreign exchange gain from reserves of £0.3m. This disposal is not disclosed as a discontinued item

because it did not represent a separate major line of business.

	25 April
	2024
	£m
Sale consideration	18.5
Net assets disposed	(11.5)
Costs of disposal	(1.0)
Foreign exchange gain reclassified on disposal	0.3
Gain on disposal	6.3
Net cash flow arising on disposal
Sale consideration	18.5
Cash costs of disposal	(1.0)
Cash transferred to purchaser	(2.3)
Net cash flow arising on disposal of operations	15.2

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.

	2 October
	2023
	£m
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
Net cash flow arising on disposal
Sale consideration	0.8
Cash costs of disposal	(0.3)
Net cash flow arising on disposal of operations	0.5

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 £154m (2023: £131m).

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.

	2024	2023
	£m	£m
Short‑term employee benefits*	5.1	4.8
Share‑based payments **	2.6	2.0
Total	7.7	6.8

* 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

	2024	2023
	£m	£m
Sales to associated companies	1.4	0.8
Purchases from associated companies	–	–
Total	1.4	0.8
Accounts receivable	1.2	1.2
Accounts payable	–	–

An investment of £1.0m was made during the year in HySights Pte Ltd. 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.

As announced on 6 February, 2025, the Company experienced a cyber attack that temporarily disrupted

certain operations which has been considered as a material non‑adjusting event. Whilst there was no

impact to the financial position as of 31 December 2024, there is a wider investigation ongoing and it is

expected the resultant financial impact of between £20 to £25 million will be recognised in the year

ended 31 December 2025 financial statements as an adjusting item for matters including IT systems

recovery, risk management, upgraded IT infrastructure and advisory cost.

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Notes

2024

£m

2023

£m

Fixed assets

Investments C5 566.7 563.4

Property, plant and equipment C6 0.8 –

567.5 563.4

Current assets

Debtors C7 12.9 14.9

Deferred tax assets C8 6.1 6.4

Cash at bank and in hand 1.1 1.6

20.1 22.9

Creditors: amounts falling due within one year

Other creditors C9 (9.3) (9.4)

Net current assets 10.8 13.5

Total assets less current liabilities 578.3 576.9

Net assets 578.3 576.9

Capital and reserves

Called up share capital C10 77.1 78.6

Share premium account 18.3 17.0

Capital redemption reserve 179.2 177.6

Profit and loss account 303.7 303.7

Equity shareholders’ funds 578.3 576.9

The Company reported a profit for the financial year ended 31 December 2024 of £163.6m (2023: £77.5m).

Approved by the Board of Directors on 27 February 2025 and signed on its behalf by:

Jamie Pike

Chair

Company balance sheet

At 31 December 2024

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capital

£m

premium

£m

Redemption

reserve

£m

Retained

earnings

£m

Parent

equity

£m

At 1 January 2023 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

Retained profit for the year 163.6 163.6

Dividends paid on ordinary shares* (76.0) (76.0)

Shares issued in the year 0.1 1.3 1.4

Share-based payments 10.8 10.8

Cancellation of Treasury shares (1.6) 1.6 –

Proceeds from employee share scheme trust* 2.0 2.0

Share buyback programme (100.4) (100.4)

At 31 December 2024 77.1 18.3 179.2 303.7 578.3

* 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 2024 and 31 December 2023 are considered to be distributable reserves.

Company statement of changes in equity for the year

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C1. Material accounting policy information

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 paragraphs 1 to 44E, 44H(b)(ii) and 45 to 63 of 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 120

to 140 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 2024

orin2023.

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.

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.

Company notes to the financial statements

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C1. Material accounting policy information continued

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 104 to 124, 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 30

(2023: 25 restated), 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.

C4. Dividends

The aggregate amount of dividends comprises:

2024

£m

2023

£m

Prior year final dividend paid – 19.2p per qualifying ordinary share

(2023:17.4p) 50.0 45.1

Current year interim dividend paid – 10.0p per qualifying ordinary share

(2023: 9.1p) 26.0 23.7

Aggregate amount of dividends paid in the financial year 76.0 68.8

Dividends paid in the year of £76.0m represent 29.4p per share (2023: 26.5p).

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.

2024

£m

2023

£m

Current year final dividend – 21.1p per qualifying ordinary share (2023: 19.2p) 53.9 49.9

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

2024

£m

2023

£m

Investments in subsidiary undertakings 173.2 173.2

Loans owed by subsidiary undertakings 393.5 390.2

Total 566.7 563.4

Details of subsidiary undertakings as at 31 December 2024 are shown on pages 249 to 258.

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. Fixed assets – Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation. Additions

during the year relate to signage costs at various IMI sites following the launch of the new IMI brand

in February 2024. Depreciation will be charged on these assets commencing 2025 (no depreciation

has been charged in the year).

Signage

costs

£m

Total

£m

Cost

As at 1 January 2024 – –

Additions 0.8 0.8

As at 31 December 2024 0.8 0.8

C7. Debtors

2024

£m

2023

£m

Falling due for payment within one year:

Amounts owed by subsidiary undertakings 12.9 14.9

Total 12.9 14.9

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C8. Deferred tax

The deferred tax included in the balance sheet is as follows:

2024

£m

2023

£m

Employee benefits and share‑based payments 6.1 6.4

Deferred tax asset included in the balance sheet 6.1 6.4

Reconciliation of movement in deferred tax asset:

2024

£m

2023

£m

At 1 January 6.4 5.5

Adjustment in respect of prior years – 0.1

Deferred tax (credit)/charge in the profit and loss account (0.3) 0.5

Deferred tax charge in equity – 0.3

At 31 December 6.1 6.4

The rate of corporation tax in the UK for 2024 was 25.0% (2023: 23.5%). 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% (2023: 25%).

C9. Other creditors falling due within one year

2024

£m

2023

£m

Corporation tax 8.2 8.4

Other payables 1.1 1.0

Total 9.3 9.4

C10. Share capital

2024

£m

2023

£m

Issued and fully paid

269.7m (2023: 275.1m) ordinary shares of 28 4/7p each 77.1 78.6

C11. Contingencies

Contingent liabilities relating to guarantees in the normal course of business and other items

amounted to £71.8m (2023: £54.1m).

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.

Company notes to the financial statements continued

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Appendix to the climate-related financial disclosures

Strategy section deep dive – climate-

related opportunities and risks and

scenario analysis

Background

Over the past three years, we have improved our

climate-related financial disclosures and periodic

review processes. Collaborating closely with

third-party consultant, Ricardo, we have

enhanced the identification of climate-related

opportunities and risks, materiality assessments,

and scenario analysis. In our 2022 Annual Report,

we committed to conducting further detailed

work on the quantitative financial impact and

strategic resiliency responses to the identified

material climate-related risks and opportunities.

Where possible we have provided financial

quantification of impacts across different

scenario time horizons and an analysis of how

these insights translate into our resiliency actions.

We are already on our journey of executing

oursustainability and Climate Action strategy

and resiliency actions, which includes serving

our customers and markets with innovative

technology and product solutions such as the

IMI VIVO electrolyser. Our targeted acquisitions,

including Adaptas, CorSolutions, Heatmiser,

andTWTG, further strengthen our capabilities.

Additionally, we are mitigating potential supply

chain disruptions by implementing measures

forthe localisation of manufacturing and supply

chains in Europe, America and China.

Identification of climate-related opportunities

and risks

Following a rigorous process of desktop

analysisand stakeholder engagement, including

11 interviews with the Executive Committee and

senior individuals, we identified 45 climate-

related opportunities and risks. These were

scored based on our business sensitivity to

therisk/opportunity and our adaptive capability

to maximise opportunities and minimise risks,

identifying those deemed most vulnerable

andclimate-material to the business.

Priority focus areas

Climate-material risks and opportunities

weregrouped under Priority Focus Areas

beforeconducting the climate scenario analysis.

Afinancial overlay identified a subset of these as

financially material, assigning a business revenue

exposure range over the near-term five-year

timeframe. In 2024, we re-visited the focus

groups and their associated climate-related

risksand opportunities and integrated into the

Double Materiality Assessment, re-assessing

their financial materiality, evaluating the

magnitude of the financial effect versus the

likelihood. Following the DMA it was concluded

that there were no significant changes in the

prioritisation and materiality of the identified

climate-related risks and opportunities.

Understanding business impact:

scenarioanalysis

Scenario analysis helps us understand the

potential impact of climate change on our

business over selected time periods, informing

our strategy and financial planning. The

near-term timeframe (up to five years) aligns

with our five-year business strategic, financial

planning cycle and viability statement. We used

scenarios from the International Energy Agency

(‘IEA’) and the Intergovernmental Panel on

Climate Change (‘IPCC’) to assess transition

andphysical risks and opportunities respectively.

We selected four scenarios: two from the

IEA(NZE and STEPS) and two from the IPCC,

providing context on risks and opportunities

asthe economy transitions to net zero and the

impacts of higher global temperatures. Details of

the selected scenarios are highlighted in Table2.

Physical risks & opportunities

In 2022, Zurich, our primary insurer, conducted

asite-level review of physical risks due to climate

change. As part of this review, we updated our

analysis on high-risk sites, reassessing site risk

profiles across the same IPCC scenarios and

timeframes. The analysis covered 12 critical sites,

using IPCC scenarios SSP1-RCP2.6 and SSP5-

RCP8.5 to evaluate future business impacts,

hazard levels, supply chain accessibility, and

workforce exposure to climatic extremes.

Regardless of the scenario, by 2050, IMI site

risklevels rank medium and above.

Transition risks & opportunities

Following the 2021–2022 review of climate-

related transition risks and opportunities, we

conducted a complete scenario refresh using

IEA scenarios in 2023/24. Several transition

risksand opportunities reemerged as financially

material, including raw material accessibility,

Oil& Gas market exposure, emerging

environmental policies, growth in hydrogen

solutions, and increased product demand.

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Appendix to the climate-related financial disclosures continued

Table 1: Selected timescales for scenario analysis

Time frame Timescale

Near-term (based on viability statement on page 72) 2024-2028

IEA Scenarios

S (Short) now-2030

M (Medium) 2030-2040

L (Long) 2040+

IPCC Scenarios

S (Short) now-2040

M-L (Medium-Long) 2041-2060

VL (Very Long) 2061-2100

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

)

– Global energy consumption by fuel and CO

intensityby sector

– New workers in clean energy

– CO

intensity of electricity generation

– Global CO

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

emissions

– Renewables generation by region

– Hydrogen demand by region

– Carbon price by country

(e.g. max. $113 USD/tonneCO

)

– 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.

– Below 2°C 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

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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. For the financial analysis, FY2022/23 data was used. We plan to

updatethe quantitative analysis in the near future, using FY 2024 data, and refreshing the upper and lower business revenue exposure range to the climate-material risks and opportunities. Where possible,

we will increase the number of financial-material risks and opportunities which undergo financial quantification.

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

description Key assumptions

Potential impact on

group’s adjusted operating

profit

Low = 0%-3%

Med = 3%-6%

High = >6%

2030 2050

Market expansion and 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 ten 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 and

Gas market

exposure

NZE: Projected the future Oil and 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 and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with the

computed changes in the Oil and Gas market.

High High

STEPS: Projected the future Oil and 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 and Gas (Refining and Petrochemical, Oil and Gas and Fossil Power) to align with

the computed changes in the Oil and Gas market. (Note: this assumes market share will remain constant.)

Med High

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Additional InformationFinancial StatementsCorporate Governance

Appendix to the climate-related financial

disclosures

continued

Key

Risk Opportunity

High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity

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) across the short-term (now-2030, medium-term

(2030-2040) and long-term (2040+).

Table 4: Impact of transition risks and opportunities under each IMI climate scenario, and resiliency responses

Market expansion and 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.

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Increased product

demand

e.g. electrification

solutions andheating

and cooling systems.

Products and

Services

North

America

Climate

Control

Life Science

Revenue from improved control of building HVAC systems

and increase energy efficiency within factories.

Emerging Innovative

Markets

Markets Asia Life Science &

Fluid Control,

and Industrial

Automation

Revenue from new markets within Fluid Control sector enabling

more sustainable agriculture practices and increased efficiencies.

Resilience responses/actions

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.

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.

Alternative fuels

Growth in new alternative fuel technologies where our product and expertise can be deployed.

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Alternative fuelled

powertrains for trucks

Products and

Services

Asia Pacific

Europe

Process

Automation

In the short to medium-term, opportunitiesinclude:

– Revenue from valve and pressure control solutions for

balance of plant in fuel cells used inheavy-dutytrucks

Growth in hydrogen

solutions

Including the scaling

upof green electrolysis.

Markets Asia Transport,

LifeScience &

Fluid Control

Revenue from hydrogen electrolyser solutions.

Resilience responses/actions

Currently operating in PEM electrolysers, supply of components and subsystems to refuelling stations

and heavy-duty trucks.

Related metrics and targets where available

Tracking of fuel market and trends, including hydrogen projects (current and projected), demand,

andtechnology.

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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.

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Environmental claims

and stakeholder

expectations

Reputation USA Climate

Control

Increased costs associated with emissions reduction and

greater complexity required to meetdemands, as well as

ongoing monitoring andreporting.

Emerging

environmental policies

Enables sales of our

sustainable products.

Markets Global Process

Automation

andIndustrial

Automation

Decarbonisation and energy efficiency policies willrapidly

drive global opportunities to support clean energy technology

and meeting stricter building energy efficiency standards.

Resilience responses/actions

– 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

– Budget for compliance systems and monitoring tools

– Investment in emission reduction initiatives

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.

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 and Gas when moving towards global decarbonisation.

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Short-term

(2023-2030)

Medium-

term

(2030-2040)

Long-term

(2040+)

Oil and Gas market

exposure

The phase-out of

technologies which

relyon fossil fuels.

Product

Portfolio

Global Process

Automation

and 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.

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.

Resilience responses/actions

– Already ensuring R&D investments are focused on better world, developing low-carbon product alternatives.

– 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

– Invest in Product Sustainability Assessment (‘PSA’) framework and related R&D funding

Related metrics and targets where available

See pages 42 to 43 for metrics and targets related to our water, waste and

Scope 1, 2 and 3 emissions targets.

Key

Risk Opportunity

High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity

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Appendix to the climate-related financial

disclosures

continued

Supply chain operational excellence

Securing clean energy sources across our supply chain; supply chain simplification and resilience.

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

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 to 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.

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.

Resilience responses/actions

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

– Investment in supply chain due diligence and monitoring systems

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page 43.

Key

Risk Opportunity

High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity

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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).

IEA NZ IEA STEPS

Risk or opportunity

description:

TCFD

Category

Geographic

focus

IMI business

sectorimpact Potential impact on the business

Short-

term

(2023-

2030)

Medium-

term

(2030-

2040)

Long-

term

(2040+)

Short-

term

(2023-

2030)

Medium-

term

(2030-

2040)

Long-

term

(2040+)

Precipitation, hail, and

thunderstorms

Physical

(acute)

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.

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.

Potential near-term actions (now-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.

Related metrics and targets where available

All site environmental mitigation plans reviewed/assessed annually (metric not reported externally):

– 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

Key

Risk Opportunity

High risk Medium risk Low risk High opportunity Medium opportunity Low opportunity

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Nature and climate-related disclosures

While our Double Materiality Assessment indicates biodiversity as below our materiality threshold,

we recognise growing stakeholder interest in particular our investors, in nature-related transparency.

The Taskforce for Nature-related Financial Disclosure (‘TNFD’) provides a structured framework for

assessing nature-related dependencies, impacts, risks and opportunities, building on the TCFD

approach with 14 recommended disclosures.

As part of our longer-term planning we’ll continue to evaluate and enhance our environmental

reporting by:

– Integrating TNFD recommendations, aligning the four pillars – governance, strategy, risk

management and metrics and targets – with existing TCFD disclosures

– Building upon our DMA and our annual Sustainability risk and opportunity assessment, we will

broaden our focus to investigate potential upstream nature-related IROs, strengthening our supply

chain environmental screening. This expansion aligns with our ongoing efforts to enhance supply

chain transparency and our understanding of associated potential risk exposures.

– Building on our TCFD forward-looking scenario analyses, during our next CSA update within two

years we will expand these to include nature-related risks and opportunities, such as the supply

chain effects of biodiversity loss.

– As we continue to develop our climate transition plan, we will incorporate synergies with climate

and wider nature goals while addressing trade-offs.

– Expanding environmental monitoring across water stewardship and ecosystem impacts

– Aligning with GRI and ESRS requirements

This proactive approach ensures comprehensive reporting on both material and emerging

environmental considerations while preparing for evolving disclosure requirements. Our expanded

environmental framework linked to our horizon scanning will continue supporting informed stakeholder

decision-making, with regular updates provided through our website andfuture Annual Reports.

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A full list of the Group’s subsidiary undertakings and registered/principal offices as at 31 December 2024 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.

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 – dissolved 21 May 2024 as part of group restructuring

IMI Germany Limited,

IMI Group Limited,

IMI Kynoch Limited,

IMI Life Technology Ltd – incorporated 8 March 2024

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 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

Subsidiary undertakings

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Additional InformationFinancial StatementsCorporate Governance

Heimeier GmbH, Vöellinghauser Weg 2, 59597 Erwitte, Germany

IMI Hydronic Engineering Deutschland Gmbh,

THJ Holding GmbH Bertramsweg 6, 52355, Düren, Germany

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 Cesar van Kerckhovenstraat 110 2880 Hingene (Bornem) Belgium

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

Applied Kilovolts Limited Woods Way, Goring By Sea, Worthing, West Sussex, BN12 4QY, United Kingdom

Bahr Modultechnik Holding GmbH, Nord-Sued 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

Subsidiary undertakings continued

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Additional InformationFinancial StatementsCorporate Governance

CCI AG Fabrikstrasse 10, 8370 Sirnach, Switzerland

IMI Critical Engineering Brasil Ltda. 231, Rua Dr. Alvim Teixeira Aguiar, Iporanga, Sorocaba, SP, Brazil 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

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

Hysights Pte. Ltd

(43%) 160 Robinson Road, #14-04, Singapore (068914)

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 360, 3F, Xinmao Building, No. 2, South Taizhong Road, Shanghai Pilot Free Trade Zone, China

IMI Hydronic Engineering France S.A. 13, rue de la Perdrix – Les Flamants 8, Paris Nord II BP 84 004, Tremblay-en-France, 95 931, ROISSY-

Charles de Gaulle, Cedex, 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

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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 Foronda 4, 2ªA, 28034 Madrid

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 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

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 dissolved 23 May 2024 as part of group restructuring 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

Subsidiary undertakings continued

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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

TA Regulator d.o.o. Orliska Ulica 13, Brezice, SI-8250, Slovenia

TH Jansen Armaturen GmbH Blüecherstrasse 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

TWTG Group BV Schaardijk 386, 2909 LA, Capelle a/d Ijssel, The Netherlands

TWTG R&D BV Schaardijk 386, 2909 LA, Capelle a/d Ijssel, The Netherlands

TWTG LLC 8 The Green, Suite B, Dover, State of Delaware 19901, United States

Vaccon Company, Inc. 2871 Bond Street, Rochester Hills, MI 48309, United States

* Treated as external investments.

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Subsidiary audit exemptions

IMI plc has issued guarantees over the liabilities over the following companies at 31 December 2024 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 2024 and is not required to be audited.

United Kingdom 959

Continental Europe 5,288

Americas 2,528

Asia Pacific 1,560

Rest of World 49

Total 10,384

* Includes agency and contractors.

Subsidiary undertakings continued

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2020 2021 2022

1,825

1,866

2,049

2023

2,196

2024

Revenue £m

2,210

2020 2021 2022

273.9

307.0

346.1

2023

387.4

2024

418.8

Adjusted profit before tax £m

Europe

Americas

Asia Pacific

Middle East and Africa

Revenue by geography (2024)

Revenue by geography (2023)

21%

30%

42%

22%

30%

43%

Europe

Americas

Asia Pacific

Middle East and Africa

Income statement

2020

£m

2021

£m

2022

£m

2023

£m

2024

£m

Revenue 1,825 1,866 2,049 2,196 2,210

Adjusted operating profit 284.7 318.1 363.8 410.6 435.5

Adjusted profit before tax 273.9 307.0 346.1 387.4 418.8

Special pension events – – – – –

Restructuring costs and associated impairment losses (37.7) (39.7) (25.9) (48.1) (54.7)

Acquired intangible amortisation (18.7) (15.0) (29.5) (32.0) (28.2)

Other acquisition items – (3.1) (4.2) (1.6) (0.7)

(Loss)/gain on disposal of subsidiaries – (3.8) – – 6.3

Exit from Russia – – (9.0) (2.0) –

Financial instruments excluding economic hedge contract (losses)/gains (3.2) (0.8) 7.9 (1.3) (11.1)

Profit before tax 214.3 244.6 285.4 302.4 330.4

Adjusted EBITDA 380 404 457 503 526

Five-year summary*

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Group sales by destination

2020

£m

2021

£m

2022

£m

2023

£m

2024

£m

UK 88 83 93 117 130

Germany 222 238 265 280 257

Rest of Europe 486 520 520 557 554

Total Europe 796 841 878 954 941

Total Americas 545 526 627 665 657

Total Asia Pacific 390 409 450 470 457

Middle East and Africa 94 90 94 107 154

Revenue 1,825 1,866 2,049 2,196 2,210

* The five-year summary is not required to be audited.

Earnings and dividends

2020 2021 2022 2023 2024

Adjusted basic earnings per share 79.7p 92.0p 105.5p 116.8p 122.5p

Statutory basic earnings per share 62.7p 73.5p 87.6p 91.5p 96.0p

Ordinary dividend per share 22.5p 23.7p 25.7p 28.3p 31.1p

Balance sheet

2020

£m

2021

£m

2022

(Restated)

£m

2023

£m

2024

£m

Segmental net assets (including lease liabilities) 1,124 1,340 1,756 1,715 1,666

Other net non-operating liabilities excluding borrowings (gross) (96) (32) (144) (147) (122)

Net debt (excluding lease liabilities) (228) (529) (706) (538) (459)

Net assets 800 779 906 1,030 1,085

Statistics

2020 2021

2022

(Restated)

£m

2023

£m

2024

£m

Adjusted operating profit as a percentage of revenue 15.6% 17.0% 17.8% 18.7% 19.7%

Adjusted operating profit as a percentage of segmental net assets 25.3% 23.7% 20.7% 23.9% 26.1%

Effective tax rate on adjusted profit before tax 21.0% 20.0% 21.3% 21.8% 24.3%

Net debt as a percentage of shareholders’ funds 39.5% 79.9% 89.6% 62.0% 50.5%

Net debt: adjusted EBITDA 0.8 1.5 1.8 1.3 1.0

Adjusted EBITDA: interest 35 33 24 22 31

Five-year summary* continued

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Announcement of trading results

The trading results for the Group for the first half of 2025 will be announced on 1 August 2025.

Thetrading results for the full year ending31 December 2025 will be announced in February 2026.

Interim Management statements will be issued in May and November 2025.

Expected dividend payments

Final: 16 May 2025

Interim: September 2025

Share prices and capital gains tax

The closing price of the Company’s ordinary shares on the London Stock Exchange on 31 December

2024 was 1,821.0p (2023: 1,684.0p). 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.

Dividend reinvestment plan

The Company offers a Dividend Reinvestment Plan (‘DRIP’) for shareholders to purchase additional

shares in the Company with their cash dividend. The IMI DRIP is provided by Equiniti Financial

Services Limited. The last date to elect for the DRIP is 24 April 2025. More information can be

foundat www.shareview.co.uk/info/drip.

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 2025

This year’s AGM will be held on 8 May 2025. 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).

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 are on the next page).

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.

Shareholder and general information

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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 2916

Lines are open 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales).

Email:

bereavementsupport@equiniti.com

Stockbrokers

J.P. Morgan Cazenove

Deutsche Numis

Auditor

Deloitte LLP

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

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Consultancy, design and production

www.luminous.co.uk

This report is printed on Revive 100

made from 100% FSC

Recycled

certifiedfibre sourced from

de-inkedpost-consumer waste.

Revive 100 is a Carbon balanced paper

which means that the carbon emissions

associated with its manufacture have been

measured and offset using the World Land

Trust’s Carbon Balanced scheme.

Thisreport has been printed responsibly in

the UK by Pureprint, a CarbonNeutral

company and certified to ISO 14001

environmental management system.

It has been digitally printed without

theuse of film separations, plates and

associated processing chemicals, and

99% of all the dry waste associated with

this production has been recycled.

IMI plc

Lakeside

Solihull Parkway

Birmingham Business Park

Birmingham B37 7XZ

United Kingdom