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REG - Rotork PLC - 2025 full year results

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RNS Number : 9448V  Rotork PLC  10 March 2026

 

Tuesday 10 March 2026

 

Rotork plc

2025 full year results

Growth+ drives good orders, margin expansion and accelerated capital
deployment

Expect further progress in 2026

 

 Adjusted highlights                   2025      2024      Change   OCC change(2)
 Order intake                          £782.6m   £744.3m   +5.2%    +6.0%
 Revenue                               £777.3m   £754.4m   +3.0%    +3.7%
 Adjusted(1) operating profit          £191.5m   £178.4m   +7.3%    +10.0%
 Adjusted(1) operating margin          24.6%     23.6%     +100bps  +140bps
 Adjusted(1) basic earnings per share  17.0p     15.9p     +6.9%
 Cash conversion(3)                    101%      119%
 Reported highlights                   2025      2024      Change
 Revenue                               £777.3m   £754.4m   +3.0%
 Operating profit                      £157.1m   £135.9m   +15.6%
 Operating margin                      20.2%     18.0%     +220bps
 Profit before tax                     £157.9m   £140.5m   +12.4%
 Basic earnings per share              13.8p     12.1p     +14.0%
 Full year dividend                    8.30p     7.75p     +7.1%

 

Summary

·    Good full year order intake growth, up 6.0% OCC. Each division
delivered mid-single digit growth despite mixed end markets, supported by our
Growth+ strategy

·    Revenues increased 3.7% OCC, driven by H2 strength in CPI and
sustained growth in Water & Power, partly offset by customer-driven
project delays in midstream Oil & Gas markets

·    Target Segment growth of 8% OCC, favourable mix and operational
efficiencies resulted in 10% OCC adjusted operating profit growth and a strong
140bps OCC increase in margin to 24.6%

·    ROCE expanded to 38.4% (2024: 37.3%). We enhanced our portfolio with
the acquisition of Noah for £42m and returned £60m to shareholders via share
buybacks

·    Cash conversion was good at 101% and we retain a strong balance
sheet, allowing us to enhance future shareholder returns. Remaining buyback to
complete in H1 2026

·    The Board is recommending a final dividend of 5.35p per share,
resulting in full year dividend growth of 7.1%

Kiet Huynh, Chief Executive Officer, commenting on the results, said:

 

"I am pleased with the progress achieved in 2025. Our Growth+ strategy
continues to drive performance and greater resilience across the Group, with
Chemical, Process & Industrial (CPI) and Water & Power seeing good
growth from their strategic initiatives, offsetting customer-driven project
delays in midstream Oil & Gas markets at the end of the year.

 

Our Growth+ strategy is delivering thanks to the hard work, dedication and
commitment of our employees. Target Segment revenues increased by 8% OCC in
2025 and Rotork Service continued to grow ahead of the Group (24% of Group
sales, versus 23% in 2024). Supported by favourable mix and operational
efficiency tailwinds, we delivered 10% OCC adjusted operating profit growth
for the year with operating margins expanding by 140bps on an OCC basis.

 

ROCE increased again to 38.4% in the year. Our strong balance sheet and
disciplined approach to capital deployment supported successful organic and
inorganic investment, whilst allowing us to return excess capital to
shareholders. As part of our disciplined approach to capital deployment, we
also completed two small non-core disposals to support a clearer focus on our
strategic priorities.

 

For 2026, we expect continued good momentum in CPI and Water & Power, with
our Target Segments and Rotork Service supporting performance across the
divisions. In Oil & Gas, we expect a stable performance, with a higher
second-half weighting. Our Target Segment and Rotork Service initiatives
continue to ensure we outperform wider end markets, where downstream markets
are expected to remain stable, and upstream and midstream are anticipated to
remain subdued. While we are mindful of the recent geopolitical uncertainty,
we expect further progress on an OCC basis for the Group in 2026."

 

(1) Adjusted figures exclude the amortisation of acquired intangible assets
and other adjustments (see note 5).

(2) OCC is organic constant currency results which exclude acquired businesses
and are restated at 2025 full year average exchange rates.

(3) Adjusted figures, organic constant currency figures, cash conversion and
ROCE are alternative performance measures and are used consistently throughout
these results. They are defined in full and reconciled to the reported
measures in note 2.

 

 Rotork plc                              Tel:  +44 (0)1225 733 200
 Kiet Huynh, Chief Executive Officer
 Ben Peacock, Chief Financial Officer
 Alex Toms, Investor Relations Director

 FTI Consulting                          Tel:  + 44 (0)20 3727 1340
 Nick Hasell

 Edward Knight

 

 

There will be a virtual presentation for analysts and institutional investors
at 8.00am GMT today with access via
https://www.investis-live.com/rotork/6979feed7df74d000fa2cb77/ewdf
(https://url.uk.m.mimecastprotect.com/s/nesrCymA1sKlPn7tZfxIxFBJ0?domain=investis-live.com)
. Please join the webcast a few minutes before 8.00am GMT to complete
registration.

 

 

Summary

Full year results overview

Another successful year delivering Growth+ resulted in the Group achieving
both order and revenue growth. Group orders rose 5.2% year-on-year to
£782.6m, driven by 6.0% organic constant currency ('OCC') growth and the
acquisition of Noah in March. Group sales increased by 3.0% to £777.3m (3.7%
OCC). The business performed well despite tariff-related uncertainty in the
first half and customer-driven project delays in Oil & Gas at the end of
the year.

Oil & Gas revenues were stable, delivering +0.6% OCC growth (reported
decline of 1.2%). Upstream grew, supported by progress in our electrification
Target Segment initiative, despite challenging underlying market conditions.
Downstream performance was stable, with support from service and
brownfield-related activity. Order intake remained good; however, midstream
experienced a weaker second half due to customer-driven project delays at the
end of the year.

CPI performed strongly, achieving 7.0% OCC growth. Reported revenue growth was
higher at 9.0%, including the acquisition of Noah in March. Underlying core
markets were relatively subdued in the period. However, CPI's strategy to
pivot towards growth opportunities and its strategic focus on speciality
chemicals, mining, critical HVAC and marine markets enabled the division to
deliver good growth, particularly in the second half of the year.

Water & Power delivered good growth in 2025, increasing 6.1% OCC (reported
growth of 4.5%). In water, investment in modernisation, resilience and
technology supported broad-based growth, with strong activity in
infrastructure upgrades and advanced treatment projects. Power markets
continued to recover, with good growth in refurbishment work in the
traditional power segment.

EMEA and the Americas delivered solid growth in 2025, with performance in each
region underpinned by particularly strong results in the Middle East and the
USA respectively. APAC remained stable over the period.

Rotork Service reported another good performance, growing faster than the
broader Group. It reached 24% of Group sales in 2025 (23% in 2024). Rotork
Service is a key differentiator versus our peers and is managed as a separate
unit by each of our divisions.

Adjusted operating profit was strong in 2025 at £191.5m, resulting in 100bps
of margin expansion to 24.6% (2024: 23.6%). This reflected good operating
leverage, favourable mix and ongoing productivity initiatives, together
driving 10.0% OCC adjusted operating profit growth. Reported operating profit
was £157.1m, up 15.6% year-on-year, with the principal adjustment relating to
costs associated with our Business Transformation programme.

ROCE improved again to 38.4% (2024: 37.3%) demonstrating the attractiveness of
the Group's competitive positioning and asset-light manufacturing model. Our
performance was helped by the increase in margins and disciplined control of
capital employed.

Active and disciplined capital allocation

We retained a strong balance sheet and ended the year with net cash of £65.3m
(31 December 2024: £125.3m), with the reduction mainly reflecting M&A
activity and additional share buybacks.

Rotork continues to take a clear and disciplined approach to capital
allocation, focused on delivering both growth and returns. Our priorities, in
order, remain organic investment in the business, a progressive dividend,
strategic acquisitions and additional shareholder returns.

We are pleased with the progress made in 2025. The successful acquisition of
Noah in March broadened our electric actuator offering, and the business has
performed well since joining the Group. We completed the £50m buyback
announced in March 2025 and confirmed a follow-on £50m programme in November.
We also returned £66.6m (2024: £63.3m) through our progressive ordinary
share dividend.

2025 marks another year of an increased dividend, underlining the strength and
resilience of the business. The Board is recommending a final dividend of
5.35p per ordinary share, which, together with the interim dividend of 2.95p,
results in a total ordinary dividend of 8.30p per share for the year. This is
a 7.1% increase on 2024.

Subject to shareholder approval, the 2025 final dividend will be paid on 2
June 2026, to ordinary shareholders whose names appear on the register at the
close of business on 24 April 2026. The last date to elect for the Dividend
Reinvestment Plan (DRIP) is 11 May 2026. The Rotork DRIP is provided by
Equiniti Financial Services Limited. The DRIP enables the Company's
shareholders to elect to have their cash dividend payments used to purchase
the Company's shares. More information can be found at
www.shareview.co.uk/info/drip
(https://url.uk.m.mimecastprotect.com/s/mwNnCPYK2F9xwBnc0hJIx39Sc?domain=shareview.co.uk)
.

Growth+ strategic progress

Our robust business model and Growth+ strategy provides a strong foundation
for sustainable growth and long-term value creation for all our stakeholders.
We remain ambitious, and beyond 2025 see significant opportunities to unlock
further potential across the Group.

We continue to see good momentum in our Target Segments initiatives and are
particularly excited about the prospects for our recent acquisitions, Hanbay
and Noah, within data centres. We have been investing to re-enter the nuclear
market as the long-term outlook for this part of the power sector is very
attractive and we are well positioned. Rotork Service also provides a good
runway for growth, given our significant installed base, the criticality of
our products and our well-embedded customer relationships.

Looking further ahead, we also see meaningful opportunities to reinforce the
strength of the Group through disciplined capital allocation aligned with the
Growth+ strategy. Alongside investing in organic growth, we will continue to
pursue targeted M&A to enhance our capabilities and markets positions.

Safety remains a key priority

Safety remains the foundation of our operations and culture. We are committed
to ensuring the wellbeing and safety of our people and partners by maintaining
the highest standards. Our performance in 2025 was broadly in line with 2024,
with a lost time injury rate (LTIR) of 0.08 (2024: 0.08) and a total
recordable incident rate (TRIR) of 0.24 (2024: 0.22). We will continue to
invest in robust systems, continuous training and proactive risk management to
work towards our zero-harm objective.

DNA and behaviours driving engagement

In 2025, we introduced our cultural DNA initiative to support growth,
scalability and our long-term success. It builds on our strong heritage and
the qualities that make Rotork unique. Our DNA was defined as We value our
customers, We grow together and We win as a team, after an extensive internal
programme in 2024 to understand our culture, identify our strengths and
uncover opportunities. The DNA initiative and associated behaviours were
launched at the start of the year, supported by Group-wide training in the
following months. During site visits, we have witnessed the programme in
action and taken the opportunity to listen to the perspectives of employees
across our locations.

2025 was the second year of our externally-managed engagement survey. It was
particularly pleasing to see 86% of our employees participate and a
significant increase in our overall engagement scores. Feedback from the
survey provided valuable insights to help launch our cultural DNA initiative
and will continue to be one of the ways we develop Rotork's culture, enabling
us to measure and enhance our initiatives in future.

Continued good progress on sustainability

We made good progress on our sustainability initiatives during the year,
maintaining our AAA MSCI ESG rating, and advancing towards our ultimate
net-zero aim. We achieved our 2030 Scope 1 and 2 (market-based) emissions
reduction target ahead of schedule. This reflects the delivery of
energy-efficiency projects, investments we made in on-site renewable
generation and increased use of renewable power certificates. Emissions
reductions in 2025 were supported in part by the 444 kWp of solar generation
we installed at our Lucca facility in Italy. Sustainability remains a key
focus and we have stretched our 2030 target to a 60% reduction from the 2020
baseline.

Elsewhere, our customer-focused innovation continues to enhance product
efficiency and sustainability performance. A highlight in 2025 was the
enhancement of the YT-1000 flagship positioner, which supports our customers'
decarbonisation plans and our own ambitious Scope 3 emissions reduction
target. The upgraded version delivers an estimated 30% reduction in annual air
consumption.

Board update

Karin Meurk-Harvey will step down as a Non-executive Director following the
conclusion of the Company's next AGM on 1 May 2026. Karin has been a valuable
member of the Board since September 2021 and departs with our sincere
appreciation. The Board remains focused on maintaining the highest standards
of governance and the Nomination Committee has commenced a formal process to
identify and appoint a suitable new Board member who will bring complementary
expertise to support the Group's long-term success.

Outlook

Given the foundations of the Growth+ strategy and the progress made since
2022, we remain confident in our ability to deliver our financial ambition of
mid to high single-digit sales growth and mid-twenties adjusted operating
margins over time.

For 2026, we expect continued good momentum in CPI and Water & Power, with
our Target Segments and Rotork Service supporting performance across the
divisions. In Oil & Gas, we expect a stable performance, with a higher
second half weighting. Our Target Segment and Rotork Service initiatives
continue to ensure we outperform wider end markets, where downstream markets
are expected to remain stable, and upstream and midstream are anticipated to
remain subdued. While we are mindful of the recent geopolitical uncertainty,
we expect further progress on an OCC basis for the Group in 2026.

 

 

Divisional review

 Oil & Gas

 £m                         2025   2024   Change   OCC(2) change
 Revenue                    351.2  355.5  -1.2%    +0.6%
 Adjusted operating profit  97.6   92.0   +6.0%    +9.1%
 Adjusted operating margin  27.8%  25.9%  +190bps  +220bps

 

The leading provider of actuators and related technologies for the global oil
and gas sector. Our solutions support operations across the entire value
chain, from upstream (production and operations), to midstream (pipelines and
LNG) and downstream (refining and processing). As customers continue to focus
on automation and electrification, our products help them improve operational
efficiency, enhance reliability, strengthen safety and lower emissions.

Divisional revenues were stable, delivering 0.6% OCC growth (reported decline
of 1.2%). Upstream revenues increased during the year, supported by continued
progress in our electrification Target Segment initiative, despite weak
underlying market conditions. Downstream revenues were stable for the year, in
line with broader market trends, supported by good levels of service and
brownfield-related activity. In midstream, LNG investment remained a tailwind
for the business; however, core revenues declined during the year.

Divisional growth slowed in the second half of 2025. Order rates remained
good; however, midstream experienced a weaker second half due to
customer-driven project delays at the end of the year.

EMEA delivered good growth during the year, supported by strong performance in
electrification, LNG and downstream markets. Performance in APAC and Americas
was more subdued, with APAC reporting slower growth in core markets in the
second half.

Adjusted operating profit for the division was £97.6m. The margin improved
year-on-year, supported by growth in Target Segments, favourable product mix
and ongoing operational efficiencies.

End markets

We continue to see opportunities across Oil & Gas, with activity
increasingly focused on gas, LNG and customer efficiency and automation
initiatives.

In upstream, we anticipate subdued market conditions alongside ongoing
opportunities driven by gas and electrification trends. Although emissions
regulation has been deprioritised in some regions, operators are focused on
cost discipline and efficiency, creating opportunities for our upstream
electrification initiatives.

Midstream investment in 2026 is likely to be subdued, but led by growth in
natural gas infrastructure, LNG-linked assets and brownfield efficiency
initiatives. These trends reflect broader demand for energy security,
flexibility and reliability, particularly in regions with a greater reliance
on gas-fired power generation.

With supportive refining margins, stable demand and limited new capacity
planned, we expect the downstream market to remain stable in 2026. We
anticipate spending to be focused on maintenance, upgrades and efficiency
initiatives, consistent with our higher service and brownfield exposure within
this segment.

 

 Chemical, Process & Industrial (CPI)

 £m                         2025                   2024   Change  OCC(2) change
 Revenue                    223.4                  205.0  +9.0%   +7.0%
 Adjusted operating profit  58.2                   53.0   +9.9%   +9.9%
 Adjusted operating margin  26.1%                  25.8%  +30bps  +70bps

 

CPI supplies specialist actuators and instruments for niche, critical
applications across a broad range of chemical, process and industrial markets.
Rotork has historically been underrepresented in several of these markets,
where we have significant potential to increase market share and develop new
opportunities. The division addresses critical reliability, efficiency and
safety challenges for customers.

Divisional revenues grew by 7.0% OCC year-on-year (reported growth of 9.0%).
Despite a weak chemicals market, overall chemicals revenues were stable due to
a strong performance in speciality chemicals offset by continued pressure in
the bulk chemical market due to industry overcapacity. Within this sector, we
recorded good growth in battery chemicals, pharmaceutical and biofuels
markets. HVAC continued to deliver good growth, supported by solid performance
in critical HVAC and very strong demand in data centre markets. Mining and
marine also delivered strong growth during the year. In mining, investment
increased across copper and gold markets. In the marine segment, growth was
driven by the increasing electrification of vessels, higher defence spending
in Europe and the USA and robust activity in Asian commercial new build and
retrofit markets. Core process markets were relatively subdued in the year.

Divisional growth rates accelerated in the second half, driven by our
initiatives in speciality chemicals, data centres and marine, while underlying
market trends remained broadly unchanged.

The Americas delivered strong growth supported by robust performance in HVAC
and CPI's core markets. EMEA and APAC recorded modest increases, driven by
good growth in Target Segments, partly offset by weakness in core process
markets.

Adjusted operating profit for the division was £58.2m. Margins increased
during the year, as higher operating leverage more than offset the initial
margin dilution from the integration of Noah.

End markets

We continue to see significant growth opportunities for CPI, underpinned by
our Target Segment strategy. In speciality chemicals, we expect initiatives
across a range of niche industries to continue to support growth, and bulk
chemical markets are anticipated to remain mixed in the short to medium term.

In HVAC, we anticipate our expansion into industrial markets to remain a
positive contributor, with the outlook for data centres particularly
encouraging. We are seeing increasing traction from our go-to-market approach
for both Hanbay and Noah within the server room, where opportunities are
supported by the transition to liquid-based cooling.

In mining, market conditions remain supportive. We see continued investment in
localised processing capacity, easing permitting requirements and increased
adoption of higher-technology automated solutions to benefit demand for our
electric actuator products.

The outlook for marine remains encouraging, supported by the industry's
transition to sustainable fuels and electrification trends across new build
and retrofit markets. Continued regulatory pressure, fleet renewal and
defence-related investment in Europe and the USA are expected to underpin
demand over the medium term.

While the structural tailwinds of automation, electrification and
digitalisation remain in place, we expect core process markets, which include
steel, cement, pulp and paper, to remain relatively subdued.

 

 Water & Power

 £m                         2025   2024   Change  OCC(2) change
 Revenue                    202.7  193.9  +4.5%   +6.1%
 Adjusted operating profit  58.0   56.4   +2.9%   +6.0%
 Adjusted operating margin  28.6%  29.1%  -50bps  -10bps

 

Water & Power is a leading supplier of actuators and related products to
water, wastewater and treatment markets. It also serves power markets, from
geothermal through to gas-powered applications. We have significant growth
opportunities through the structural tailwinds in our markets and demand from
customers seeking to address water quality and scarcity challenges. Water
markets represented around 70% of divisional sales in the year.

Divisional revenues grew by 6.1% OCC year-on-year (reported growth of 4.5%).
Growth in water infrastructure and treatment markets was solid, supported by
continued customer investment in modernisation, resilience and technology.
Alternative energy delivered good progress, benefitting from expansion in the
solar, wind and geothermal sectors. Core power markets also continued to
recover, driven by a strong performance in traditional markets in China and
increased gas-related demand in the Middle East and the USA.

Divisional growth rates moderated in the second half due to a tougher prior
year comparison. However, underlying market trends remained good, with power
improving.

The Americas grew strongly, with robust increases in water treatment and
power. APAC also saw strong momentum, supported by good growth in
desalination, water infrastructure and alternative energy. EMEA was more
subdued, reflecting softer demand in water markets.

Adjusted operating profit for the division was £58.0m. Despite operating
leverage on higher volumes, mix effects, currency headwinds and increased
investment led to a year-on-year decline in adjusted operating margin.

End markets

Global water investment continues to grow, supported by rising water scarcity,
population increases, climate change and ageing infrastructure. Modernisation
and resilience programmes are driving activity across most markets, and we
expect this demand to remain good. Infrastructure upgrades and advanced
treatment projects should continue to provide attractive opportunities,
alongside long-term growth in desalination, which will be further supported by
our internal initiatives.

Power markets continue to recover, supported by sustained growth in
electricity demand from industry, data centres and electrification. We
anticipate service and refurbishment activity to remain robust in our core gas
and traditional power markets. The outlook for nuclear is also encouraging,
and we are investing to re-enter this market to support our installed base and
capture longer-term opportunities in the small modular reactor (SMR) segment.

 

By order of the Board

Kiet Huynh

Chief Executive Officer

9 March 2026

 

 

Financial review

 £m                         2024   Exchange  Acquisitions  OCC   2025   OCC change  Change
 Orders                     744.3  (16.2)    10.6          43.9  782.6  +6.0%       +5.2%
 Revenue                    754.4  (15.9)    11.2          27.6  777.3  +3.7%       +3.0%
 Adjusted operating profit  178.4  (6.1)     2.0           17.2  191.5  +10.0%      +7.3%
 Adjusted operating margin  23.6%                                24.6%  +140bps     +100bps

The Financial review includes a mixture of GAAP measures and those which have
been derived from our reported results to provide a useful basis for measuring
our operational performance. Details of these alternative performance measures
are defined in full and reconciled to statutory measures in note 2 of the
financial statements. Movements in revenue and adjusted operating profit are
given on an organic constant currency basis (see note 2 to the financial
statements) so the assessment of performance is not distorted by acquisitions,
disposals and movements in exchange rates. OCC growth rates are calculated as
a percentage of the retranslated prior year result.

 

The Group delivered another year of profitable growth, with higher orders,
sales and operating profit, resulting in 10% organic constant currency ('OCC')
adjusted operating profit growth for the year. ROCE increased again in the
year to 38.4%, due to good cash conversion and disciplined capital deployment.

Order intake was £782.6m (2024: £744.3m), up 5.2% from the prior year or
6.0% on an OCC basis, with all divisions delivering OCC growth.

Group revenue increased 3.7% on an OCC basis to £777.3m (2024: £754.4m). On
a reported basis, revenues increased 3.0%, impacted by a foreign exchange
translation headwind of £15.9m. Strong OCC revenue growth in CPI of 7.0%
(9.0% reported) and Water & Power of 6.1% (4.5% reported) with modest
growth in Oil & Gas of 0.6% (decline of 1.2% reported). Within Oil &
Gas, good upstream and stable downstream performance was offset by
customer-driven project delays in midstream markets at year end.

Adjusted operating profit increased £13.1m, or 7.3%, to £191.5m, with
adjusted operating margin increasing 100bps to 24.6% (2024: 23.6%). On an OCC
basis, adjusted operating margin increased 140bps. However, adverse foreign
exchange movements of £6.1m equated to a 30bps headwind.

Reported operating profit for the year of £157.1m was £21.2m ahead of the
prior year, driven by the increase in adjusted operating profit and non-repeat
of a one-time non-cash IAS 19 settlement of £18.0m related to the UK defined
benefit pension scheme in the prior year. This was offset by an increase in
other adjusting items to £31.4m (2024: £21.9m) mainly relating to investment
in the Business Transformation programme and disposal-related costs. Further
details on adjusting items are provided in note 5.

Net finance income was £0.8m (2024: £4.6m) with the decrease driven by
reduced interest income on average cash balances given increased capital
deployed in the year.

Adjusted profit before tax was £192.3m (2024: £183.0m), driven by the
increase in adjusted operating profit and offset by the reduction in net
finance income. The reported profit before tax was £157.9m (2024: £140.5m).
The reconciling items between adjusted profit before tax and reported profit
before tax are shown in note 2.

Adjusted basic earnings per share was 17.0p (2024: 15.9p), an increase of
6.9%. Reported basic earnings per share was 13.8p (2024: 12.1p), an increase
of 14.0%.

Adjusted earnings reconciliation

 £m                 Statutory  Amortisation  Business         Disposal-related costs  Other   Adjusted

                    results                  Transformation                           costs   results

                                             costs
 Operating profit   157.1      3.0           25.6             3.1                     2.7     191.5
 Profit before tax  157.9      3.0           25.6             3.1                     2.7     192.3
 Tax                (41.0)     (0.5)         (6.2)            (0.4)                   (0.5)   (48.6)
 Profit after tax   116.9      2.5           19.4             2.7                     2.2     143.7

The table above shows the adjustments between the statutory results for the
significant non-cash and other adjusting items and the adjusted results. Note
2 sets out the alternative performance measures used by the Group and how
these reconcile to the statutory results. Further details of the adjusted
items are provided in note 5.

Adjusted items

Adjusted profit measures are presented alongside statutory results as we
believe they provide a useful comparison of underlying business trends and
performance from one period to the next. The Group believes alternative
performance measures, which are not considered to be a substitute for, or
superior to, International Financial Reporting Standards (IFRS) measures,
provide stakeholders with additional helpful information on the performance of
the business.

The alternative profit measures are adjusted to exclude amortisation of
acquired intangibles, costs related to Business Transformation from
implementing a new ERP system and integrating business processes, as well as
other significant adjustments. These adjustments are made to provide
stakeholders with additional information to assess the Group's trading
performance on a consistent basis. Further details on adjusted items are
provided in note 5.

Acquisition

On 12 March 2025, the Group completed the acquisition of 100% of the share
capital of Noah for a total purchase consideration of £37.6m. Initial
consideration of £35.6m was paid on completion, with a further deferred
consideration of £2.0m recognised, with future payment contingent on certain
performance conditions being met. Including cash acquired of £3.8m, the total
cash outflow for current year acquisitions was £31.8m plus settlement of debt
acquired of £8.0m. Further details are provided in note 4.

From the date of acquisition, Noah contributed £11.2m to revenue and £2.0m
to adjusted operating profit, primarily within the CPI division.

Disposal group held for sale

In the second half of 2025, the Group commenced a sales process for two
non-core subsidiaries and, in line with IFRS 5 'Non-current Assets Held for
Sale and Discontinued Operations', the Group has classified the assets and
liabilities of both subsidiaries as held for sale in the consolidated balance
sheet. Further details on the net assets of £12.2m are disclosed in note 9.
On 4 March 2026, the Group completed the sale of the disposal group, as
disclosed in note 15.

Currency

The major currencies affecting the consolidated income statement are the US
dollar and the euro, with the US dollar weakening against sterling in 2025 and
the euro largely flat. The US dollar/sterling average rate of $1.32 (2024:
$1.28) provided a headwind, whilst the euro/sterling average rate of €1.17
(2024: €1.18) provided a slight tailwind. The net impact of these movements
alongside the basket of other currencies was a £15.9m (2.1%) headwind to
revenue and a £6.1m (3.4%) headwind to adjusted operating profit.

The impact of currency on the Group is both translational and transactional.
Given the locations in which we operate and the international nature of our
supply chain and sales currencies, the impact of transaction settlement
differences can be very different from the translation impact. We can
partially mitigate the transaction impact through matching supply currency
with sales currency, but ultimately, we are net sellers of both US dollars and
euros. It is the net sale of these currencies which we principally address
through our hedging policy, covering up to 75% of net trading transactions in
the next 12 months and up to 50% between 12 and 24 months.

To estimate the impact of currency at the current exchange rates we consider
the effect of a one cent movement versus sterling. A one euro cent movement
now results in approximately a £0.3m (2024: £0.3m) adjustment to profit and
for US dollar, and dollar-related currencies, a one cent movement equates to
approximately a £0.7m (2024: £0.7m) adjustment.

Return on capital employed (ROCE)

Our asset-light business model and strong profit margins mean Rotork generates
a high ROCE. The average capital employed increased 4.2% over the year to
£498.4m (2024: £478.4m). As the Group grew revenue and expanded our adjusted
operating profit margins in the year, ROCE increased 110bps to 38.4% (2024:
37.3%). Our definition of ROCE is based on adjusted operating profit as a
return on the average net assets excluding net cash and the pension scheme
asset/liability, net of the related deferred tax.

Taxation

The Group's effective tax rate increased from 25.4% to 25.9%. Removing the
impact of the adjusted items provides a better indication of the underlying
rate and, on this basis, the adjusted effective tax rate is 25.3% (2024:
25.2%). The Group expects its adjusted effective tax rate to remain higher
than the standard UK rate due to higher rates of tax in China, the US,
Germany, Italy, and India.

The Group's approach to tax continues to be to operate on the basis of full
disclosure and co-operation with all tax authorities and, where possible, to
mitigate the burden of tax within the local legislation.

Cash generation

Cash generated from operations decreased 9.3% to £193.0m (2024: £212.7m)
with the increase in adjusted operating profit offset against an increased
working capital outflow to support growing revenues and orderbook. The cash
conversion of adjusted operating profit into operating cash was down
year-on-year at 101% (2024: 119%).

Net cash generated from operating activities decreased 15.5% to £125.8m
(2024: £148.8m), in line with the cash conversion noted above and adversely
impacted by an increase in the cash flow impact of adjusting items to £27.8m
(2024: £21.2m) and an increase in income taxes paid to £39.1m (2024:
£38.8m).

Capital expenditure in the year was £9.4m (2024: £14.0m), excluding £5.0m
in capitalised product development costs (2024: £4.3m) and £nil in
capitalised software (2024: £1.6m). Capital expenditure in the prior year
largely related to the completion of our new facility in China which formally
opened in November 2024. Our total Research and Development (R&D) cash
spend was £13.5m which represented 1.7% of revenue (2024: £13.4m and 1.8%
respectively).

As a result, free cash flow (note 2) was an inflow of £106.8m (2024:
£120.0m).

The other major cash outflows in the year were dividends paid to ordinary
shareholders of £66.6m (2024: £63.3m), share buybacks of £60.4m (2024:
£50.3m) and completion of the Noah acquisition of £31.8m (2024: £nil) plus
settlement of debt acquired of £8.0m (2024: £nil).

Balance sheet

The Group finished the year with a net cash position of £65.3m (2024:
£125.3m). This included cash and cash equivalents of £110.0m (2024:
£150.0m), offset by lease liabilities of £22.7m (2024: £24.7m) and
borrowings under the Group's revolving credit facility of £22.0m (2024:
£nil). The reduction in net cash can be attributed to the free cash flow
movements described above, as well as increased M&A activity (Noah) and
additional share buybacks.

Net working capital in the balance sheet (including £1.3m of assets held for
sale) increased 170bps to 26.8% of revenue (2024: 25.1%), providing a working
capital cash outflow of £18.3m (2024: inflow of £7.2m) in the year.
Inventory increased by £6.2m to support closing orderbook and trade
receivables days' sales outstanding(1) was largely maintained at 58 days
(2024: 56 days).

The Group maintains sufficient liquidity for ongoing operations including a
£75m unsecured revolving credit facility ('RCF'), and a closing cash and cash
equivalents balance of £110.0m (2024: £150.0m). The RCF was extended for two
years in March 2026 from 2027 to 2029.

Risk update

Geopolitical instability remains at an elevated level and 2025 brought
continued shifts in the geopolitical landscape. As a global business we
continue to monitor the trade position between all locations where we are
based or have customers or suppliers and have considered the potential impact
of additional trade barriers between these countries. Where necessary, we will
take steps to mitigate any such changes but continue to believe they will not
materially impact the Group's results. We have included scenarios in the
Viability assessment which model the impact of these current uncertainties.
The Viability statement will be published in our 2025 Annual Report and
financial statements.

Cybersecurity risk continues to evolve, and we closely monitor threat
intelligence and invest in cyber defences. Actions taken by management
continue to mitigate potentially more severe outcomes in relation to supply
chain disruption risk. Emerging risks and opportunities continue to be
monitored and reviewed. Risks and opportunities under review include those in
relation to geopolitical events and technological, social, environmental,
climate and sustainability risks.

Credit management

The Group's credit risk is primarily attributable to trade receivables, with
the risk spread over a large number of countries and customers, and no
significant concentration of risk. Creditworthiness checks are undertaken
before entering into contracts or commencing trade with new customers, and in
companies where insurance cover operates, the authorisation process works in
conjunction with the insurer, taking advantage of its market intelligence. We
maintained coverage of the credit insurance policy during the year and have
cover in place for virtually all of our companies at an aggregate of 80% of
receivables. Where appropriate, we use trade finance instruments such as
letters of credit to mitigate any identified risk.

Treasury

The Group operates a centralised treasury function managed by a Treasury
Committee, chaired by me and also comprising the Group Financial Controller
and Group Treasurer. The Committee meets regularly to consider foreign
currency exposure, control over deposits, funding requirements and cash
management. The Group Treasurer monitors compliance with the treasury policies
and is responsible for overseeing all the Group's banking relationships. A
Subsidiary Treasury Policy restricts the actions subsidiaries can take, and
the Group Treasury Policy and Terms of Reference define the responsibilities
of the Group Treasurer and Treasury Committee.

Where appropriate, the Group uses financial instruments to hedge significant
currency transactions, principally forward exchange contracts and swaps. These
financial instruments are used to reduce volatility which might affect the
Group's cash or income statement. In assessing the level of cash flows to
hedge with forward exchange contracts, the maximum cover taken is 75% of net
forecast flows. The Board receives treasury reports which summarise the
Group's foreign currency hedging position, distribution of cash balances and
any significant changes to banking relationships.

Retirement benefits

The Group accounts for post-retirement benefits in accordance with IAS 19
Employee Benefits. The balance sheet reflects the net liabilities of these
schemes at 31 December 2025 based on the market value of the assets at that
date, and the valuation of liabilities using year-end AA corporate bond
yields. We closed both the main defined benefit pension schemes to new
entrants - the UK scheme in 2003 and the US scheme in 2009 - to reduce the
risk of volatility of the Group's liabilities. In 2018 we further reduced the
risk of volatility when we completed the closure to future accrual of both the
UK and US schemes. Members of the defined benefit schemes were transferred
onto the relevant defined contribution plan operating in their country.

In 2023, the Group made a special contribution of £20m to the Rotork Pension
and Life Assurance Scheme (UK Scheme). This contribution, together with some
of the existing assets, was used to purchase a bulk annuity covering the UK
scheme's existing pensioner liabilities. This was accounted for as a buy-in.
During 2024, the UK Scheme completed a further bulk annuity with the full
premium amounting to £70m, largely to cover deferred pensioners. This second
bulk annuity was accounted for as a settlement under IAS 19.

The IAS 19 funding position of the UK and US schemes reduced from a net
deficit of £3.6m in 2024 to a net deficit of £2.3m in 2025. The schemes'
assets reduced in value by £1.8m (2024: decrease of £28.9m) and the schemes'
liabilities decreased by £3.1m (2024: decrease of £16.1m). The Group paid
total contributions of £0.3m over the year (2024: £4.1m).

Dividends

The Board is proposing a final dividend of 5.35p per share. When taken
together with the 2.95p interim dividend paid in September 2025, the full year
dividend of 8.30p (2024: 7.75p per share) represents a 7.1% increase in
dividends over the prior year.

 

Ben Peacock

Chief Financial Officer

9 March 2026

 

(1        Days' sales outstanding is calculated on a count-back method.
The sales value including local sales taxes is deducted from the year-end
trade receivables to calculate the number of days sales outstanding.)

 

 

Consolidated income statement

For the year ended 31 December 2025

 

                                                       2025     2024
                                                 Note  £m       £m
     Revenue                                     3     777.3    754.4
     Cost of sales                                     (388.5)  (382.5)
     Gross profit                                      388.8    371.9
     Other income                                      4.3      1.8
     Distribution costs                                (6.3)    (6.7)
     Administrative expenses                           (229.1)  (230.9)
     Other expenses                                    (0.6)    (0.2)
     Operating profit                            3     157.1    135.9
     Finance income                              6     5.3      7.3
     Finance expense                             6     (4.5)    (2.7)
     Profit before tax                                 157.9    140.5
     Income tax expense                          7     (41.0)   (35.7)
     Profit for the year                               116.9    104.8
     Attributable to:
     Owners of the parent                              115.4    103.6
     Non-controlling interests                         1.5      1.2
                                                       116.9    104.8

     Basic earnings per share                    11    13.8p    12.1p
     Diluted earnings per share                  11    13.7p    12.1p

     Operating profit                            3     157.1    135.9
     Adjustments to profit:
     Amortisation of acquired intangible assets  5     3.0      2.6
     Defined benefit scheme settlement loss      5     --       18.0
     Other adjustments                           5     31.4     21.9
     Adjusted operating profit                   3     191.5    178.4
     Adjusted basic earnings per share           11    17.0p    15.9p
     Adjusted diluted earnings per share         11    16.9p    15.8p

 

 

Consolidated statement of comprehensive income

For the year ended 31 December 2025

 

                                                                            2025    2024
                                                                            £m      £m
 Profit for the year                                                        116.9   104.8
 Other comprehensive income
 Items that may be subsequently reclassified to the income statement:
 Foreign exchange translation differences                                   (10.5)  (12.9)
 Effective portion of changes in fair value of cash flow hedges net of tax  (0.2)   (0.1)
                                                                            (10.7)  (13.0)
 Items that may not be subsequently reclassified to the income statement:
 Remeasurement gain in pension scheme net of tax                            0.7     0.6
 Expenses and income recognised in other comprehensive income               (10.0)  (12.4)
 Total comprehensive income for the year                                    106.9   92.4

 Attributable to:
 Owners of the parent                                                       105.7   91.1
 Non-controlling interests                                                  1.2     1.3
                                                                            106.9   92.4

 

 

 

Consolidated balance sheet

At 31 December 2025

 

                                                                Note  2025   2024

                                                                      £m     £m
 Non-current assets
 Goodwill                                                             229.3  224.8
 Intangible assets                                                    44.4   31.4
 Property, plant and equipment                                        91.3   90.3
 Derivative financial instruments                                     -      0.1
 Deferred tax assets                                                  24.2   22.1
 Total non-current assets                                             389.2  368.7
 Current assets
 Inventories                                                          89.6   83.4
 Trade receivables                                                    178.5  149.5
 Current tax                                                          2.6    4.2
 Derivative financial instruments                                     1.0    0.9
 Other receivables                                                    24.3   23.8
 Cash and short-term deposits                                   8     110.0  150.0
 Assets held for sale                                           9     18.6   -
 Total current assets                                                 424.6  411.8
 Total assets                                                         813.8  780.5
 Current liabilities
 Interest-bearing loans and borrowings                          12    4.6    4.3
 Trade payables                                                       60.7   43.8
 Employee benefits                                                    31.3   29.1
 Current tax                                                          14.3   16.0
 Derivative financial instruments                                     0.5    0.4
 Other payables                                                       46.8   50.0
 Provisions                                                           5.4    4.8
 Liabilities directly associated with the assets held for sale  9     6.4    -
 Total current liabilities                                            170.0  148.4
 Non-current liabilities
 Interest-bearing loans and borrowings                          12    40.1   20.4
 Employee benefits                                                    7.5    7.7
 Deferred tax liabilities                                             9.7    4.0
 Derivative financial instruments                                     -      0.1
 Other payables                                                       1.7    -
 Provisions                                                           0.4    1.4
 Total non-current liabilities                                        59.4   33.6
 Total liabilities                                                    229.4  182.0
 Net assets                                                           584.4  598.5
 Equity
 Issued equity capital                                          10    4.1    4.2
 Share premium                                                        23.4   21.9
 Other reserves                                                       (9.8)  0.5
 Retained earnings                                                    563.9  569.2
 Equity attributable to the owners of the Company                     581.6  595.8
 Non-controlling interests                                            2.8    2.7
 Total equity                                                         584.4  598.5

 

These financial statements were approved by the Board of Directors and
authorised for issue on 9 March 2026 and were signed on its behalf by:

 

K Huynh and B Peacock

Directors

 

 

 

Consolidated statement of changes in equity

For the year ended 31 December 2025

 

                                                                     Issued    Share     Translation  Capital      Hedging    Retained   Total          Non-          Total

                                                                     equity    premium   reserve*     redemption   reserve*   earnings   attributable   controlling   £m

                                                                     capital   £m        £m           reserve*     £m         £m         to owners of   interests

                                                                     £m                               £m                                 the Company    £m

                                                                                                                                         £m
     Balance at 31 December 2023                                     4.3       21.0      11.2         1.7          0.6        581.8      620.6          1.7           622.3
     Profit for the year                                             -         -         -            -            -          103.6      103.6          1.2           104.8
     Other comprehensive income
     Foreign exchange translation differences                        -         -         (13.0)       -            -          -          (13.0)         0.1           (12.9)
     Effective portion of changes in fair value of cash flow hedges  -         -         -            -            (0.1)      -          (0.1)          -             (0.1)
     Actuarial gain on defined benefit pension plans                 -         -         -            -            -          0.9        0.9            -             0.9
     Tax on other comprehensive (loss)/income                        -         -         -            -            -          (0.3)      (0.3)          -             (0.3)
     Total other comprehensive (loss)/income                         -         -         (13.0)       -            (0.1)      0.6        (12.5)         0.1           (12.4)
     Total comprehensive (loss)/income                               -         -         (13.0)       -            (0.1)      104.2      91.1           1.3           92.4
     Transactions with owners, recorded directly in equity
     Equity settled share-based payment transactions                 -         -         -            -            -          4.0        4.0            -             4.0
     Share options exercised by employees                            -         0.9       -            -            -          -          0.9            -             0.9
     Own ordinary shares acquired                                    -         -         -            -            -          (10.3)     (10.3)         -             (10.3)
     Own ordinary shares awarded under share schemes                 -         -         -            -            -          3.1        3.1            -             3.1
     Share buyback programme                                         (0.1)     -         -            0.1          -          (50.3)     (50.3)         -             (50.3)
     Dividends paid on ordinary shares                               -         -         -            -            -          (63.3)     (63.3)         -             (63.3)
     Dividends paid to non-controlling interests                     -         -         -            -            -          -          -              (0.3)         (0.3)
     Balance at 31 December 2024                                     4.2       21.9      (1.8)        1.8          0.5        569.2      595.8          2.7           598.5

 

*Other reserves on face of the condensed consolidated balance sheet includes
the translation reserve, capital redemption reserve and hedging reserve.

 

 

Consolidated statement of changes in equity (continued)

For the year ended 31 December 2025

 

                                                                     Issued    Share     Translation  Capital      Hedging    Retained    Total          Non-          Total

                                                                     equity    premium   reserve*     redemption   reserve*   earnings    attributable   controlling   £m

                                                                     capital   £m        £m           reserve*     £m         £m          to owners of   interests

                                                                     £m                               £m                                  the Company    £m

                                                                                                                                          £m
     Balance at 31 December 2024                                     4.2       21.9      (1.8)        1.8          0.5        569.2       595.8          2.7           598.5
     Profit for the year                                             -         -         -            -            -          115.4       115.4          1.5           116.9
     Other comprehensive income
     Foreign exchange translation differences                        -         -         (10.2)       -            -          -           (10.2)         (0.3)         (10.5)
     Effective portion of changes in fair value of cash flow hedges  -         -         -            -            (0.3)           -      (0.3)          -             (0.3)
     Actuarial gain on defined benefit pension plans                 -         -         -            -            -          1.1         1.1            -             1.1
     Tax on other comprehensive (loss)/income                        -         -         -            -            0.1        (0.4)       (0.3)          -             (0.3)
     Total other comprehensive (loss)/income                         -         -         (10.2)       -            (0.2)      0.7         (9.7)          (0.3)         (10.0)
     Total comprehensive (loss)/income                               -         -         (10.2)       -            (0.2)      116.1       105.7          1.2           106.9
     Transactions with owners, recorded directly in equity
     Equity settled share-based payment transactions                 -         -         -            -            -          7.8         7.8            -             7.8
     Share options exercised by employees                            -         1.5       -            -            -          -           1.5            -             1.5
     Own ordinary shares acquired                                    -         -         -            -            -          (2.2)       (2.2)          -             (2.2)
     Share buyback programme                                         (0.1)     -         -            0.1          -          (60.4)      (60.4)         -             (60.4)
     Dividends paid on ordinary shares                               -         -         -            -            -          (66.6)      (66.6)         -             (66.6)
     Dividends paid to non-controlling interests                     -         -         -            -            -          -           -              (1.1)         (1.1)
     Balance at 31 December 2025                                     4.1       23.4      (12.0)       1.9          0.3        563.9       581.6          2.8           584.4

 

Detailed explanations for equity capital, the translation reserve, capital
redemption reserve and hedging reserve can be seen in note 10.

*Other reserves on face of the condensed consolidated balance sheet includes
the translation reserve, capital redemption reserve and hedging reserve.

 

 

Consolidated statement of cash flows

For the year ended 31 December 2025

                                                          Note  2025    2025     2024    2024

                                                                £m      £m       £m      £m
 Cash flows from operating activities
 Cash generated from operations                           13    193.0            212.7
 Operating cash flow impacts of other adjustments         5     (27.8)           (21.2)
 Difference between pension charge and cash contribution        (0.3)            (3.9)
 Income taxes paid                                              (39.1)           (38.8)
 Net cash flows from operating activities                               125.8            148.8
 Cash flows from investing activities
 Purchase of property, plant and equipment                      (9.4)            (14.0)
 Purchase of intangible assets                                  -                (1.6)
 Product development costs capitalised                          (5.0)            (4.3)
 Sale of property, plant and equipment                          2.0              0.2
 Acquisition of business (net of cash acquired)           4     (31.8)           -
 Settlement of hedging derivatives                              (0.7)            2.7
 Interest received                                              1.6              4.1
 Net cash flows from investing activities                               (43.3)           (12.9)
 Cash flows from financing activities
 Issue of ordinary share capital                                1.5              0.9
 Own ordinary shares acquired                                   (2.2)            (10.3)
 Interest paid                                                  (1.8)            (2.0)
 Repayment of lease liabilities                                 (3.9)            (4.2)
 Proceeds from borrowings                                       73.5             -
 Repayment of borrowings                                        (59.5)           -
 Share buyback programme                                        (60.4)           (50.3)
 Dividends paid on ordinary shares                              (66.6)           (63.3)
 Dividends paid to non-controlling interests                    (1.1)            (0.3)
 Net cash flows from financing activities                               (120.5)          (129.5)
 Net (decrease)/increase in cash and cash equivalents                   (38.0)           6.4
 Cash and cash equivalents at 1 January                                 150.0            146.4
 Effect of exchange rate fluctuations on cash held                      (2.0)            (2.8)
 Cash and cash equivalents at 31 December                 8             110.0            150.0

 

 

 

Notes to the Group financial statements

For the year ended 31 December 2025

The Group has changed the presentation of notes to the financial statements
from thousands of pounds (£000) to millions of pounds (£m), unless indicated
otherwise. This change has been applied retrospectively to all comparative
information for consistency.

Rotork plc is a public company limited by shares, registered and domiciled in
England and Wales. Its ordinary shares have a commercial companies (equity
shares) category listing on the London Stock Exchange. The consolidated
financial statements of the Company for the year ended 31 December 2025
comprise the Company and its subsidiaries (together referred to as the Group).

1. Accounting policies

The accounting policies applied in the preparation of these consolidated
financial statements are set out below. These policies have been consistently
applied to the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial statements of Rotork plc have been prepared in
accordance with UK-adopted International Accounting Standards.

New accounting standards and interpretations

An amendment to IAS 21 'Lack of Exchangeability' has been issued by the IASB
and was effective for the period beginning 1 January 2025. The application of
this amendment has not had any material impact on the Group's financial
reporting on adoption.

New standards and interpretations not yet adopted

At the date of authorisation of these financial statements, the Group has not
applied the following new and revised IFRS Accounting Standards that have been
issued but are not yet effective and are not mandatory for periods ended 31
December 2025:

Amendments to IFRS 9 and IFRS 7: Amendments to the classification and
measurement of financial instruments and Contracts referencing
Nature-dependent Electricity

IFRS 18: Presentation and disclosures in financial statements

Amendments to IFRS 9 and IFRS 7 are effective for periods beginning on or
after 1 January 2026 and are not expected to have a material impact on the
Group's financial reporting on adoption. The impact of IFRS 18 is still being
assessed and is effective from 1 January 2027.

Adjustments to profit

Adjustments to profit are items of income and expense which, because of the
nature, size and/or infrequency of the events giving rise to them, merit
separate presentation. These specific items are presented as a footnote to the
income statement to provide greater clarity and an enhanced understanding of
the impact of these items on the Group's financial performance. In doing so,
it also facilitates greater comparison of the Group's results with prior
periods and assessment of trends in financial performance. This split is
consistent with how business performance is measured internally.

Adjustments to profit items may include but are not restricted to: costs of
significant business restructuring and any associated impairments of
intangible or tangible assets, adjustments to the fair value of
acquisition-related items such as contingent consideration, acquired
intangible asset amortisation and other items considered to be significant due
to their nature or the expected infrequency of the events giving rise to them.

Going concern

The directors are satisfied that the Group has sufficient resources to
continue in operation for a period of not less than 12 months from the date of
this report, and that no material uncertainties exist with respect to this
assessment. Accordingly, the directors continue to adopt the going concern
basis in preparing the financial statements. 

In forming this view, the macroeconomic conditions and the impact of
geopolitical instability on the Group have been considered. The directors have
reviewed the current financial position of the Group which remains robust. At
the period end, the Group has £65.3m of net cash and access to liquidity
through a committed revolving credit facility (RCF) of which £53.0m remains
undrawn and uncommitted overdraft facilities of £46.0m. The RCF expires in
2029 and contains a ratio of 3.5:1 consolidated net debt to consolidated
EBITDA covenant. The Group is in a net cash position at year end and regularly
monitors its financial position to ensure that it remains within the terms of
this covenant. The Group also has a significant order book, which contains
customers spread across different geographic areas and industries and the
trading and cash flow forecasts for the Group.

A reverse stress test, which identifies scenarios where the Group's business
model would become unviable, has been performed, and the directors believe
there is no reasonably possible scenario that would lead to the conditions
modelled in the reverse stress test. The Group also has a number
of mitigating actions that it can take at short notice to preserve cash, such
as reduction in capital programmes, dividend deferral and other reductions
in discretionary spend.

Consolidation

The consolidated financial statements incorporate the financial statements of
the Company and its subsidiaries for the year to 31 December 2025. The
financial statements of subsidiaries are included in the consolidated
financial statements from the date that control commences until the date
control ceases. Intra-group balances and any unrealised gains or losses or
income and expenses arising from intra-group transactions are eliminated in
preparing the consolidated financial statements.

Business combinations

Business combinations are accounted for using the acquisition method as at the
acquisition date, which is the date on which control is transferred to the
Group.

The Group measures goodwill at the acquisition date as:

•     the fair value of the consideration transferred; plus

•     the recognised amount of any non-controlling interests in the
acquiree; plus

•     the fair value of the existing equity interest in the acquiree;
less

•     the net recognised amount (generally fair value) of the
identifiable assets acquired and liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately
in the income statement. The fair value of the assets and liabilities assumed
are provisional for no more than a 12-month period. Costs related to the
acquisition, other than those associated with the issue of debt or equity
securities, are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the
acquisition date. If the contingent consideration is classified as equity, it
is not remeasured and settlement is accounted for within equity. Otherwise,
subsequent changes to the fair value of the contingent consideration are
recognised in the consolidated income statement.

Goodwill is stated at cost or deemed cost less any impairment losses. Goodwill
is not amortised but is reviewed for impairment annually. For the purposes of
impairment testing, goodwill is allocated to each of the Group's cash
generating units (CGUs) expected to benefit from the synergies of the
combination. An impairment loss is recognised whenever the carrying value of
an asset or its CGU exceeds its recoverable amount. Impairment losses are
recognised in the consolidated income statement.

Assets held for sale

Non-current assets or disposal groups comprising assets and liabilities are
classified as held-for-sale if it is highly probable that they will be
recovered primarily through sale rather than through continuing use, it is
available for immediate sale and the sale is highly probably within one year.

Such assets, or disposal groups, are generally measured at the lower of their
carrying amount and fair value less costs to sell. Any impairment loss on a
disposal group is first allocated to goodwill and then to the remaining assets
and liabilities on a pro-rata basis, except that no loss is allocated to
inventories, financial assets, deferred tax assets or employee benefit assets,
which continue to be measured in accordance with the Group's other accounting
policies. Impairment losses on initial classification as held-for-sale or
held-for-distribution and subsequent gains and losses on remeasurement are
recognised in profit or loss.

Once classified as held-for-sale, intangible assets and property plant and
equipment are no longer amortised or depreciated and any equity-accounted
investee is no longer equity accounted.

Status of this preliminary announcement

The preliminary statement of results was approved by the Board on 9 March
2026. The financial information contained in this preliminary announcement
does not constitute the Company's statutory accounts for the years ended 31
December 2025 or 2024. Statutory accounts for 2024, which have been prepared
in accordance with UK-adopted International Accounting Standards and in
conformity with the requirements of the Companies Act 2006 have been delivered
to the registrar of companies. Those for 2025, will be delivered in due
course. The auditors have reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006. Full financial statements for the year ended 31 December
2025 will shortly be available to shareholders, and after adoption at the
Annual General Meeting on 1 May 2026 will be delivered to the registrar.

2. Alternative performance measures

The Group uses adjusted figures as key performance measures in addition to
those reported under adopted IFRS, as management believe these measures
provide stakeholders with additional useful information to facilitate greater
comparison of the Group's underlying results with prior periods and assessment
of trends in financial performance.

The Group believes alternative performance measures, 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
alternative performance measures are consistent with how the business
performance is planned and reported within the internal management reporting
to the Board. Some of these measures are also used for the purpose of setting
remuneration targets.

The key alternative performance measures that the Group use include adjusted
profit measures and organic constant currency (OCC). Explanations of how they
are calculated and how they are reconciled to IFRS statutory results are set
out below.

a. Adjusted operating profit

Adjusted operating profit is the Group's operating profit excluding the
amortisation of acquired intangible assets and other adjusting items as
defined in note 1. Further details on these adjustments are given in note 5.

                                             2025   2024
 Operating profit                            157.1  135.9
 Adjustments:
 Amortisation of acquired intangible assets  3.0    2.6
 Defined benefit scheme settlement loss      -      18.0
 Business Transformation costs               25.6   17.2
 Disposal-related costs                      3.1    -
 Other costs                                 2.7    4.7
 Adjusted operating profit                   191.5  178.4

b. Adjusted profit before tax

The adjustments in calculating adjusted profit before tax are consistent with
those in calculating adjusted operating profit above.

                                             2025   2024
 Profit before tax                           157.9  140.5
 Adjustments:
 Amortisation of acquired intangible assets  3.0    2.6
 Defined benefit scheme settlement loss      -      18.0
 Business Transformation costs               25.6   17.2
 Disposal-related costs                      3.1    -
 Other costs                                 2.7    4.7
 Adjusted profit before tax                  192.3  183.0

c. Adjusted basic and diluted earnings per share

Adjusted basic earnings per share is calculated using the adjusted net profit
attributable to the ordinary shareholders and dividing it by the weighted
average ordinary shares in issue (see note 11). Adjusted net profit
attributable to ordinary shareholders is calculated as follows:

                                                            2025   2024
 Net profit attributable to ordinary shareholders           115.4  103.6
 Adjustments:
 Amortisation of acquired intangible assets                 3.0    2.6
 Defined benefit scheme settlement loss                     -      18.0
 Business Transformation costs                              25.6   17.2
 Disposal-related costs                                     3.1    -
 Other costs                                                2.7    4.7
 Tax effect on adjusted items                               (7.6)  (10.5)
 Adjusted net profit attributable to ordinary shareholders  142.2  135.6

Adjusted diluted earnings per share is calculated by using the adjusted net
profit attributable to ordinary shareholders and dividing it by the weighted
average ordinary shares in issue, adjusted to assume conversion of all
potentially dilutive ordinary shares (see note 11).

d. Adjusted dividend cover

Dividend cover is calculated as basic earnings per share divided by dividends
per share. Adjusted dividend cover is calculated as adjusted basic earnings
per share as defined in note 2c above divided by dividends per share.

e. Total shareholder return

Total shareholder return is the movement in the price of an ordinary share
plus dividends during the year, divided by the opening share price.

f. Return on capital employed

The return on capital employed ratio is used by management to help ensure that
capital is used efficiently.

                                        2025     2024
 Adjusted operating profit              191.5    178.4
 Capital employed:
 Net assets                             584.4    598.5
 Cash and short-term deposits           (110.0)  (150.0)
 Interest-bearing loans and borrowings  44.7     24.7
 Pension deficit net of deferred tax    1.7      2.7
 Capital employed                       520.8    475.9
 Average capital employed               498.4    478.4
 Return on capital employed             38.4%    37.3%

Average capital employed is defined as the average of the capital employed at
the start and end of the relevant year.

g. Working capital as a percentage of revenue

Working capital as a percentage of revenue is monitored as control of working
capital is key to achieving our cash generation targets. It is calculated as
inventory plus trade receivables, less trade payables, divided by revenue.

h. Organic constant currency (OCC)

OCC results adjust for currency movements and for acquisitions and disposals.
The prior year results are translated at the current reporting year's average
exchange rates. Results from acquired businesses are not included until owned
for more than one year and are then included on an equal perimeter basis.
Disposed businesses are excluded entirely.

Revenue and adjusted operating profit are reconciled to OCC results as
follows:

                            2024   Foreign                                  Acquisitions  Organic constant

                                   exchange   2024 at 2025 exchange rates                 currency          2025
 Revenue                    754.4  (15.9)     738.5                         11.2          27.6              777.3
 Adjusted operating profit  178.4  (6.1)      172.3                         2.0           17.2              191.5

OCC growth rates are calculated as a percentage of the retranslated prior year
result.

i. Cash conversion

Cash conversion is calculated as cash generated from operations as a
percentage of adjusted operating profit. It is monitored to illustrate how
efficiently adjusted operating profits are converted into cash. Cash generated
from operations is calculated in note 13.

                                           2025   2024
 Cash generated from operations (note 13)  193.0  212.7
 Adjusted operating profit (note 2a)       191.5  178.4
 Cash conversion                           101%   119%

j. Free cash flow

Free cash flow is after organic investment and is calculated as 'net cash
flows from operating activities', plus 'net cash flows from investing
activities' (excluding acquisitions/disposals of businesses), plus 'net cash
flows from financing activities' (excluding dividends paid on ordinary shares,
the share buyback programme, and proceeds from or repayments of borrowings).

Free cash flow provides an additional view of the available funds of the
Group. It is deemed useful to stakeholders as it represents cash flows that
could be used for dividends, share buybacks, repayments of borrowings or to
fund the Group's strategic initiatives, including any acquisitions.

The reconciliation of net (decrease)/increase in cash and cash equivalents to
free cash flow is as follows:

                                                       2025    2024
 Net (decrease)/increase in cash and cash equivalents  (38.0)  6.4
 Adjustments
 Dividends paid on ordinary shares                     66.6    63.3
 Share buyback programme                               60.4    50.3
 Acquisition of business - net of cash acquired        31.8    -
 Net (proceeds)/repayment of borrowings                (14.0)  -
 Free cash flow                                        106.8   120.0

 

 

3. Operating segments

The three identifiable operating segments where the financial and operating
performance is reviewed monthly by the chief operating decision maker are as
follows:

•    Oil & Gas

•    Chemical, Process & Industrial

•    Water & Power

The Group's customers are allocated to a segment. Sales to that customer,
along with all directly associated costs of that sale, are reported under the
segment to which that customer is allocated. Where customers sell into
multiple segments, a lead segment is identified. Sales to these customers will
generally be allocated to the lead segment unless the sale is of significance
and an alternative segment has been identified, in which case it will be
reported under the alternative segment.

Costs not directly attributed to a sale are allocated across the three
segments. There are some costs which are directly attributable to a segment,
but most support costs and facility costs are not directly attributable to a
segment and are generally allocated based on split of revenue.

Analysis by operating segment

                                  Oil & Gas      Chemical,       Water &      Corporate    Group

                                  2025           Process &       Power         expenses    2025

                                                 Industrial      2025         2025

                                                 2025
 Revenue from external customers  351.2          223.4           202.7        -            777.3
 Adjusted operating profit*       97.6           58.2            58.0         (22.3)       191.5
 Adjusting items                                                                           (34.4)
 Operating profit                                                                          157.1
 Net finance income                                                                        0.8
 Income tax expense                                                                        (41.0)
 Profit for the year                                                                       116.9

 

                                  Oil & Gas      Chemical,       Water &      Corporate    Group

                                  2024           Process &       Power         expenses    2024

                                                 Industrial      2024         2024

                                                 2024
 Revenue from external customers  355.5          205.0           193.9        -            754.4
 Adjusted operating profit*       92.0           53.0            56.4         (23.0)       178.4
 Adjusting items                                                                           (42.5)
 Operating profit                                                                          135.9
 Net finance income                                                                        4.6
 Income tax expense                                                                        (35.7)
 Profit for the year                                                                       104.8

 

*Adjusted operating profit is operating profit before adjusting items (see
note 2).

                                    Oil & Gas      Chemical,       Water &      Group

                                    2025           Process &        Power       2025

                                                   Industrial      2025

                                                   2025
 Depreciation                       6.9            4.6             3.8          15.3
 Amortisation of development costs  1.0            0.6             0.5          2.1

 

 

                                    Oil & Gas      Chemical,       Water &      Group

                                    2024           Process &        Power       2024

                                                   Industrial      2024

                                                   2024
 Depreciation                       6.5            3.8             4.0          14.3
 Amortisation of development costs  1.3            0.7             0.8          2.8

 

Balance sheets are reviewed by subsidiary and operating segment balance sheets
are not prepared. Therefore, no further analysis of operating segments assets
and liabilities is presented.

Geographical analysis

Rotork has a worldwide presence in all three operating segments.

 Revenue by end destination  2025   2024
 UK                          43.1   54.6
 Other EMEA                  263.2  233.9
 Total EMEA                  306.3  288.5
 China                       107.0  112.5
 India                       46.7   49.2
 Other APAC                  99.7   93.6
 Total APAC                  253.4  255.3
 USA                         154.2  143.5
 Other Americas              63.4   67.1
 Total Americas              217.6  210.6
                             777.3  754.4

 

4. Acquisitions

Current year acquisitions

(i)    Noah

On 12 March 2025, the Group acquired 100% of the share capital of NOAH
Actuation Co., Ltd ('Noah'), for a total purchase consideration of £37.6m.
Noah is headquartered in Seoul, South Korea and its acquisition expands the
Group's electric actuator offering. The Noah acquisition is fully aligned to
the Growth+ strategy and to key Target Segments. Initial consideration of
£35.6m was paid on completion, with a further deferred consideration of
£2.0m recognised, with future payment contingent on certain performance
conditions being met.

In the period to 31 December 2025, Noah contributed £11.2m to revenue and
£2.0m to adjusted operating profit. The amortisation charge in the nine-month
period from the acquired intangible assets was £1.5m. If the acquisition had
occurred on 1 January 2025 the business would have contributed £14.3m to
revenue, £2.3m to adjusted operating profit and £2.0m to adjusted net profit
attributable to ordinary shareholders.

(ii)  Acquisitions fair value table

The acquisition had the following effect on the Group's assets and liabilities
as at 31 December 2025:

                                        Fair value
 Non-current assets
 Intangible assets                      14.4
 Property, plant and equipment          10.7
 Current assets
 Inventory                              3.2
 Trade and other receivables            2.6
 Cash and short-term deposits           3.8
 Current liabilities
 Trade and other payables               (3.2)
 Non-current liabilities
 Employee benefits                      (1.0)
 Interest-bearing loans and borrowings  (8.0)
 Deferred tax liabilities               (3.3)
 Total net identifiable assets          19.2
 Goodwill arising on acquisition        18.4
 Total consideration                    37.6
 Cash consideration                     35.6
 Contingent consideration               2.0
 Total consideration                    37.6

The total net cash outflow on current period acquisitions was as follows:

 Cash paid                           35.6
 Cash and cash equivalents acquired  (3.8)
 Total cash outflow                  31.8

The acquisition fair values shown are now final. Due to their contractual
dates, the fair value of receivables (shown above) approximates to the gross
contractual amounts receivable. The amount of gross contractual receivables
not expected to be recovered is immaterial.

The goodwill arising from this acquisition represents the opportunity to grow
through expanding the Group's electric actuator offering and employee
know-how. The goodwill has been allocated to each of the CGUs as follows: 48%
Chemical, Process & Industrial, 44% Water & Power, and 8% Oil &
Gas. The goodwill on acquisition is not deductible for tax purposes.

The intangible assets identified comprise technology, customer relationships
and the Noah brand. The intangible assets have been valued by modelling the
discounted cash flows attributable to the respective asset. Discount rates
between 14% to 15% have been used. Assumptions regarding future cash flows are
based on a combination of historic performance data and management's
forecasts. The range of potential outcomes based on sensitivities around
management's forecasts would not lead to any material differences to the
values recognised.

(iii) Acquisition costs

Acquisition costs of £1.5m have been expensed in administration expenses in
the income statement during the period and disclosed as an adjusting item
under 'other costs' in note 5.

Prior year acquisitions

There were no acquisitions in the prior year.

 

5. Adjusting items

Refer to note 1 for details on the adjustments to profit, including an
explanation of 'other adjustments'. The adjustments to profit included in
operating profit are as follows:

                                             2025    2024
 Amortisation of acquired intangible assets  (3.0)   (2.6)
 Defined benefit scheme settlement loss      -       (18.0)
 Business Transformation costs               (25.6)  (17.2)
 Disposal-related costs                      (3.1)   -
 Other costs                                 (2.7)   (4.7)
 Other adjustments                           (31.4)  (21.9)
 Total adjusting items                       (34.4)  (42.5)

Defined benefit scheme settlement loss

In August 2024 the UK defined benefit pension scheme transacted a second bulk
annuity, covering the benefits of the remaining UK scheme's membership (mainly
deferred pensioners). Given all the UK scheme's liabilities are now insured,
this second bulk annuity has been accounted for as a settlement under IAS 19
and therefore a loss of £18.0m has been recognised in the income statement in
the prior year.

Business Transformation costs

During the year £25.6m (2024: £17.2m) of costs were incurred on Business
Transformation. The multi-year transformation includes the implementation and
integration of common systems and processes throughout the Group, including a
new cloud-based ERP system. This brings the total expensed under the programme
to £87.7m. These costs were expensed as they do not meet the capitalisation
criteria under IAS 38. Costs include an allocation of personnel expenses in
respect of employees directly involved in the programme.

The Business Transformation programme, including the new ERP system, is
expected to continue over the next two years at an estimated further cost of
£35m to £40m.

Disposal-related costs

£3.1m (2024: £nil) of costs related to the assets and liabilities held for
sale have been recognised in the year. Of this figure, £1.7m relates to
estimated costs to sell which are provided for in the liabilities held for
sale (note 9). The remaining costs relate to estimated restructuring and
redundancy costs on transfer of retained product lines between manufacturing
sites which are not included in the liabilities held for sale.

Other costs

£2.7m (2024: £4.7m) of other costs have been incurred, including £1.5m in
relation to the Noah acquisition (2024: £nil), £1.0m of costs in respect of
the relocation of the Shanghai (China) facility to Changshu (China) (2024:
£4.3m), and costs related to the pension buy-in of £0.2m (2024: £0.4m).

Income statement disclosure

All adjustments are included in administrative expenses. The adjustments are
taxable, tax deductible or disallowable in the country in which the expense is
incurred.

Cash flow statement disclosure

Other adjustments have a net operating cash outflow of £27.8m (2024: £21.2m)
and a net investing cash inflow of £nil (2024: £nil).

 

6. Finance income and expense

Recognised in the consolidated income statement

                                                    2025  2024
 Interest income                                    1.7   4.4
 Net interest income on pension scheme liabilities  -     0.2
 Foreign exchange gains                             3.6   2.7
 Finance income                                     5.3   7.3

 

                                                     2025   2024
 Interest expense                                    (1.2)  (1.4)
 Interest expense on lease liabilities               (0.9)  (0.8)
 Net interest expense on pension scheme liabilities  (0.2)  -
 Foreign exchange losses                             (2.2)  (0.5)
 Finance expense                                     (4.5)  (2.7)

 

Recognised in the consolidated statement of comprehensive income

                                                                  2025    2024
 Effective portion of changes in fair value of cash flow hedges   (1.0)   0.7
 Fair value of cash flow hedges transferred to income statement   0.7     (0.8)
 Foreign currency translation differences for foreign operations  (10.5)  (12.9)
                                                                  (10.8)  (13.0)
 Recognised in:
 Hedging reserve                                                  (0.3)   (0.1)
 Translation reserve                                              (10.5)  (12.9)
                                                                  (10.8)  (13.0)

 

 

7. Income tax expense

                                                                                 2025   2025   2024   2024
 Current tax
 UK corporation tax on profits for the year                                      3.9           6.6
 Adjustment in respect of prior years                                            (0.7)         0.5
                                                                                        3.2           7.1
 Overseas tax on profits for the year                                            35.8          37.5
 Adjustment in respect of prior years                                            1.5           (1.9)
                                                                                        37.3          35.6
 Total current tax                                                                      40.5          42.7
 Deferred tax
 Origination and reversal of other temporary differences                         2.1           (6.3)
 Impact of rate change                                                           -             (0.1)
 Adjustment in respect of prior years                                            (1.6)         (0.6)
 Total deferred tax                                                                     0.5           (7.0)
 Total tax charge for year                                                              41.0          35.7
 Profit before tax                                                                      157.9         140.5
 Profit before tax multiplied by the standard rate of corporation tax in the UK         39.5          35.1
 of 25.0% (2024: 25.0%)
 Effects of:
 Different tax rates on overseas earnings                                               (0.7)         (0.2)
 Irrecoverable withholding tax on dividends                                             2.4           3.9
 Permanent differences                                                                  1.6           0.7
 Losses not recognised                                                                  0.5           0.1
 Tax incentives                                                                         (1.5)         (1.7)
 Impact of rate change                                                                  -             (0.1)
 Adjustments to tax charge in respect of prior years                                    (0.8)         (2.1)
 Total tax charge for year                                                              41.0          35.7
 Effective tax rate                                                                     25.9%         25.4%
 Adjusted profit before tax (note 2b)                                                   192.3         183.0
 Total tax charge for the year                                                          41.0          35.7
 Amortisation of acquired intangible assets                                             0.5           0.5
 Defined benefit scheme settlement loss                                                 -             4.5
 Business Transformation costs                                                          6.2           4.4
 Disposal-related costs                                                                 0.4           -
 Other costs (note 5)                                                                   0.5           1.1
 Adjusted total tax charge for the year                                                 48.6          46.2
 Adjusted effective tax rate                                                            25.3%         25.2%

 

The effective tax rate for the year is 25.9% (2024: 25.4%). The adjusted
effective tax rate is 25.3% (2024: 25.2%) and is lower than the effective tax
rate for the year principally because of the tax treatment of expenses
included in adjusting items.

The adjusted effective tax rate has increased from 25.2% in 2024 to 25.3% in
2025, principally due to a small increase in expenditure which is
non-deductible for tax purposes. The Group expects its adjusted effective tax
rate to continue to move in line with the trends in corporate tax rates in the
jurisdictions where Rotork operates. The adjusted effective tax rate will
continue to be higher than the standard UK rate due to higher rates of tax in
China, the US, Germany, Italy and India.

With effect from 1 January 2024, the UK has introduced legislation to enact
the OECD's Pillar Two global minimum tax rules, together with a UK qualified
domestic minimum top-up tax. Under the legislation Rotork plc is required to
pay to the UK tax authorities top-up tax on profits of its subsidiaries that
are taxed at an effective tax rate of less than 15%.

The Pillar Two tax charge borne by Rotork plc does not have a material impact
on its current tax expense.

The Group will continue to assess the impact of the Pillar Two income taxes
legislation on its future financial performance. The Group has applied the
mandatory temporary IAS 12 exception from the accounting requirements for
deferred taxes in IAS 12, such that the Group will not recognise or disclose
information on deferred tax assets and liabilities related to Pillar Two
income taxes.

There is an unrecognised deferred tax liability for temporary differences
associated with investments in subsidiaries. Rotork plc controls the dividend
policies of its subsidiaries and the timing of the reversal of the temporary
differences. The value of temporary differences associated with unremitted
earnings of subsidiaries for which deferred tax has not been recognised is
£406.6m (2024: £357.2m).

 

8. Cash and short-term deposits

                               2025   2024
 Bank balances                 94.9   70.3
 Short-term deposits           15.1   79.7
 Cash and short-term deposits  110.0  150.0

For the purposes of the consolidated cash flow statement, cash and cash
equivalents comprise entirely cash and short-term deposits.

 

9. Disposal group held for sale

In the second half of 2025, the Group commenced a sale process for two
non-core subsidiaries and, in line with IFRS 5 'Non-current Assets Held for
Sale and Discontinued Operations', the Group has classified the assets and
liabilities of both subsidiaries as held for sale as at 31 December 2025. On 4
March 2026, the Group completed the sale of the disposal group, as disclosed
in note 15.

The disposal group does not represent a separate major line of business or
geographical area of operations and therefore does not meet the criteria under
IFRS 5 to be classified as discontinued operations.

In the consolidated balance sheet, the assets and liabilities of the disposal
group, in the current year only, are reported as current assets/liabilities
held for sale. The net assets of £12.2m are measured at the lower of their
carrying amount and fair value less costs to sell, with no impairment
recognised in relation to goodwill.

When the sale of the disposal group occurs, a gain or loss will arise. At the
time of disposal, the foreign currency translation reserve will be recycled to
the consolidated income statement and included in the gain or loss on
disposal.

The following table details the assets and liabilities classified as held for
sale in the consolidated balance sheet:

                                                     2025
 Assets
 Goodwill                                            10.9
 Property, plant and equipment                       3.6
 Deferred tax assets                                 0.1
 Inventories                                         1.7
 Trade receivables                                   1.8
 Current tax                                         0.1
 Other receivables                                   0.4
 Assets held for sale                                18.6
 Liabilities
 Trade payables                                      2.2
 Employee benefits                                   0.7
 Current tax                                         1.0
 Other payables                                      2.1
 Deferred tax liabilities                            0.4
 Liabilities held for sale                           6.4
 Net assets directly associated with disposal group  12.2

Estimated costs to sell of £1.7m have been expensed to the consolidated
income statement in relation to the disposal group as disclosed in note 5.

 

10. Capital and reserves

                                              0.5p Ordinary   £1 Non-      0.5p Ordinary   £1 Non-

                                              shares issued   redeemable   shares issued   redeemable

                                              and fully       preference   and fully       preference

                                              paid up         shares       paid up         shares

                                              2025            2025         2024            2024
 At 1 January                                 4.2             -            4.3             -
 Cancelled following share buyback programme  (0.1)           -            (0.1)           -
 At 31 December                               4.1             -            4.2             -
 Number of shares (million)                   828.8                        846.4

 

The ordinary shareholders are entitled to receive dividends as declared and
are entitled to vote at meetings of the Company.

Share issue

The Group received proceeds of £1.5m (2024: £0.9m) in respect of the 770,000
(2024: 321,000) ordinary shares issued during the year: £0.0m (2024: £0.0m)
was credited to share capital and £1.5m (2024: £0.9m) to share premium.

Own shares held

Within the retained earnings reserve are own shares held in Rotork's Employee
Benefit Trust. The Group acquired 646,000 of its own shares during the year
(2024: 3,129,000). The total amount paid to acquire the shares was £2.2m
(2024: £10.3m), and this has been deducted from shareholders' equity. During
the year, 733,000 (2024: 973,000) ordinary shares were released to satisfy
share plan awards. The investment in own shares held is £12.0m (2024:
£12.3m) and represents 3,635,000 (2024: 3,722,000) ordinary shares of the
Company held in trust for the benefit of directors and employees for future
payments under the Share Incentive Plan, Global Employee Share Plan and Long
Term Incentive Plan. The dividends on these shares have been waived.

Preference shares

The preference shareholders (see note 12) take priority over the ordinary
shareholders when there is a distribution upon winding up the Company or on a
reduction of equity involving a return of capital. The holders of preference
shares are entitled to vote at a general meeting of the Company if a
preference dividend is in arrears for six months or the business of the
meeting includes the consideration of a resolution for winding up the Company
or the alteration of the preference shareholders' rights. The number of
non-redeemable preference shares outstanding are 40,073 (2024: 40,073).

Translation reserve

The translation reserve comprises all foreign exchange differences arising
from the translation of the financial statements of foreign operations.

Capital redemption reserve

The capital redemption reserve arises when the Company redeems shares wholly
out of distributable profits.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net
change in the fair value of cash flow hedging instruments that are determined
to be an effective hedge.

Dividends

The following dividends were paid in the year per qualifying ordinary share:

                                                Payment date  2025  2024

                                                2025
 5.00p final dividend for 2024 (final dividend  3 June        42.1  39.9

for 2023: 4.65p)
 2.95p interim dividend for 2025                22 September  24.5  23.4

(interim dividend for 2024: 2.75p)
                                                              66.6  63.3

 

After the balance sheet date, the following dividends per qualifying ordinary
share were proposed by the directors. The dividends have not been provided
for.

                                                        2025  2024
 Final proposed dividend per qualifying ordinary share
 5.35p                                                  44.1  -
 5.00p                                                  -     42.1

 

11. Earnings per share

Basic earnings per share

Earnings per share is calculated for both the current and previous years using
the profit attributable to the ordinary shareholders for the year. The
earnings per share calculation is based on 835.8m shares (2024: 853.6m shares)
being the weighted average number of ordinary shares in issue (net of own
ordinary shares held) for the year.

                                                             2025   2024
 Net profit attributable to ordinary shareholders            115.4  103.6
 Weighted average number of ordinary shares
 Issued ordinary shares net of own shares held at 1 January  842.7  859.6
 Effect of own shares held                                   0.4    0.1
 Effect of share buyback programme                           (7.4)  (6.2)
 Effect of shares issued under Sharesave plans               0.1    0.1
 Weighted average number of ordinary shares during the year  835.8  853.6
 Basic earnings per share                                    13.8p  12.1p

Adjusted basic earnings per share

Adjusted basic earnings per share is calculated for both the current and
previous years using the profit attributable to the ordinary shareholders for
the year after adding back the after-tax impact of the adjustments. The
reconciliation showing how adjusted net profit attributable to ordinary
shareholders is derived is shown in note 2.

                                                             2025   2024
 Adjusted net profit attributable to ordinary shareholders   142.2  135.6
 Weighted average number of ordinary shares during the year  835.8  853.6
 Adjusted basic earnings per share                           17.0p  15.9p

Diluted earnings per share

Diluted earnings per share is based on the profit for the year attributable to
the ordinary shareholders and 839.5m shares (2024: 857.0m shares). The number
of shares is equal to the weighted average number of ordinary shares in issue
(net of own ordinary shares held) adjusted to assume conversion of all
potentially dilutive ordinary shares. The Company has two categories of
potentially dilutive ordinary shares: those share options granted to employees
under the Sharesave plan where the exercise price is less than the average
market price of the Company's ordinary shares during the year and contingently
issuable shares awarded under the Long Term Incentive Plan (LTIP).

                                                                       2025   2024
 Net profit attributable to ordinary shareholders                      115.4  103.6
 Weighted average number of ordinary shares (diluted)
 Weighted average number of ordinary shares for the year               835.8  853.6
 Effect of Sharesave options                                           0.8    0.8
 Effect of LTIP share awards                                           2.9    2.6
 Weighted average number of ordinary shares (diluted) during the year  839.5  857.0
 Diluted earnings per share                                            13.7p  12.1p

Adjusted diluted earnings per share

                                                                       2025   2024
 Adjusted net profit attributable to ordinary shareholders             142.2  135.6
 Weighted average number of ordinary shares (diluted) during the year  839.5  857.0
 Adjusted diluted earnings per share                                   16.9p  15.8p

 

12. Interest-bearing loans and borrowings

This note provides information about the contractual terms of the Group's
interest-bearing loans and borrowings.

                                                  2025  2024
 Non-current liabilities
 Preference shares classified as debt             -     -
 Bank loans                                       22.0  -
 Lease liabilities                                18.1  20.4
                                                  40.1  20.4
 Current liabilities
 Lease liabilities                                4.6   4.3
                                                  4.6   4.3
 Total interest-bearing loans and borrowings      44.7  24.7

 

Terms and debt repayment schedule

The terms and conditions of outstanding bank loans and preference shares were
as follows:

                                                   Currency             Weighted average interest  Year of    2025  2024

                                                                        rate                       maturity

                                                             Interest

                                                             basis
 Non-redeemable preference shares                  Sterling             9.5%                       -          -     -
 Sterling floating-rate revolving credit facility  Sterling  SONIA      4.5%                       2029       22.0  -
                                                                                                              22.0  -

The weighted average interest rate on the revolving credit facility includes
an applicable margin over and above the interest basis. The revolving credit
facility expires in 2029 and contains a ratio of 3.5:1 consolidated net debt
to consolidated EBITDA covenant.

 

13. Cash generated from operations

                                                                   Note  2025    2024
 Profit for the year                                                     116.9   104.8
 Income tax expense                                                7     41.0    35.7
 Finance income                                                    6     (5.3)   (7.3)
 Finance expense                                                   6     4.5     2.7
 Operating profit                                                        157.1   135.9
 Amortisation of acquired intangible assets                              3.0     2.6
 Defined benefit scheme settlement loss                            5     -       18.0
 Other adjustments                                                 5     31.4    21.9
 Depreciation                                                            15.3    14.3
 Amortisation and impairment of development costs                        3.1     3.6
 Equity settled share-based payments                                     7.8     6.7
 Loss/(profit) on sale of property, plant and equipment                  0.1     (0.1)
 (Decrease)/increase in provisions                                       (0.3)   0.9
 Cash generated from operations before working capital cash flows        217.5   203.8
 Increase in inventories                                                 (6.4)   (1.4)
 Increase in trade and other receivables                                 (31.8)  (1.1)
 Increase in trade and other payables                                    12.1    12.0
 Increase/(decrease) in employee benefits                                1.6     (0.6)
 Cash generated from operations                                          193.0   212.7

Analysis of changes in net cash and changes in liabilities arising from
financing activities:

                                                                                                                             31 December

                                                                                                                             2025

                                                                                  Net lease additions/   Exchange movement

                               31 December               Net acquired debt/cash   disposals

                               2024          Cash flow
 Cash and short-term deposits  150.0         (41.8)      3.8                      -                      (2.0)               110.0
 Cash and cash equivalents     150.0         (41.8)      3.8                      -                      (2.0)               110.0
 Bank loans                    -             (14.0)      (8.0)                    -                      -                   (22.0)
 Lease liabilities             (24.7)        4.8         -                        (2.8)                  -                   (22.7)
 Net cash/(debt)               125.3         (51.0)      (4.2)                    (2.8)                  (2.0)               65.3

 

14. Related parties

The Group has a related party relationship with its subsidiaries and with its
directors and key management. Transactions between two subsidiaries for the
sale and purchase of products or the subsidiary and parent Company for
management charges are priced on an arm's length basis.

 

15. Post balance sheet events

On 26 February 2026, the Group entered into an agreement to sell 100% of the
share capital of two non-core subsidiaries, Rotork Midland Limited and Rotork
Instruments Italy Srl. The combined sale, for an enterprise value of £24.4m,
subject to customary debt-like items and working capital adjustments,
completed on 4 March 2026.

 

 

 Financial calendar
 10 March 2026       Preliminary announcement of annual results for 2025
 23 April 2026       Ex-dividend date for proposed final 2025 dividend
 24 April 2026       Record date for proposed final 2025 dividend
 1 May 2026          Announcement of trading update
 1 May 2026          Annual General Meeting
 2 June 2026         Payment date for final 2025 dividend (subject to shareholder approval at the
                     2026 AGM)
 4 August 2026       Announcement of interim financial results for 2026
 18 November 2026    Announcement of trading update

 

Shareholder information

The preliminary report and results presentation are available on the Rotork
website at:

www.rotork.com (http://www.rotork.com)

 

General shareholder contact numbers:

Shareholder General Enquiry Number (UK): 0371 384 2280

International Shareholders - General Enquiries (from
overseas):             (00) 44 371 384 2280

 

For enquiries regarding the Dividend Reinvestment Plan (DRIP) contact:

The Share Dividend Team

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

Tel: 0371 384 2280

 

Group information

 

Secretary and registered office:

Stuart Pain

Rotork plc

Rotork House

Brassmill Lane

Bath

BA1 3JQ

 

Company number:

00578327

 

Company website:

www.rotork.com (http://www.rotork.com)

 

Investors section:

https://www.rotork.com/en/investors/ (https://www.rotork.com/en/investors/)

 

 

Disclaimer:

Certain information included in this announcement is forward looking and
involves risks, assumptions and uncertainties that could cause actual results
to differ materially from those expressed or implied by forward looking
statements. All statements other than statements of historical fact included
in this announcement, including, without limitation, those regarding the
Company's financial position, business strategy, plans (including development
plans and objectives relating to the Company's products and services), future
revenues and profits, the direct and indirect impacts and implications of
external events on the economy, nationally and internationally, and on the
Rotork Group, its operations and prospects, including disruptions and
inefficiencies in the supply chain; UK domestic and global political, economic
and business conditions and objectives of management for future operations,
and prices and changes in exchange and interest rates are forward-looking
statements.

 

These statements contain the use of forward-looking terminology such as the
words "anticipate", "believe", "intend", "estimate", "expect", "forecasts",
"intends", "plans", "projects", "goal", "target", "aim", "may", "will",
"would", "could" or "should" or, in each case, their negative or other
variations or words of similar meaning. Past business, financial and share
performance cannot be relied on as an indication of, and forward-looking
statements in this announcement are not guarantees of, future performance.
Such forward-looking statements involve known and unknown risks, uncertainties
and other important factors that could cause the actual results, performance
or achievements of the Company to be materially different from future results,
performance or achievements expressed or implied by such forward-looking
statements. Such forward-looking statements are based upon information known
to the Company's directors on the date of this announcement and on numerous
assumptions regarding the Company's present and future business strategies and
the environment in which the Company will operate in the future. Accordingly,
no assurance can be given that any particular expectation will be met and
readers are cautioned not to place undue reliance on forward looking
statements when making their investment decisions. Other than in accordance
with its legal or regulatory obligations (including under the UK Listing Rules
and the Disclosure Guidance and Transparency Rules of the Financial Conduct
Authority), the Company expressly disclaims any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events, a change in expectations or otherwise. Nothing in
this announcement shall exclude any liability under applicable laws that
cannot be excluded in accordance with such laws. Nothing in this announcement
should be construed as a profit forecast.

 

This announcement does not constitute an offer to sell or an invitation to buy
securities in the Company or an invitation or inducement to engage in or enter
into any contract or commitment or other investment activity.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
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.   END  FR AKCBDCBKDBNK



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