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REG - Vesuvius plc - Final Results

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RNS Number : 3114W  Vesuvius plc  12 March 2026

 
 
       12 March 2026

 

 

Full Year Results for the twelve months ended 31 December 2025

Performance in line with expectations despite continued challenging end-market
conditions

Vesuvius plc, a global leader in molten metal flow engineering and technology,
announces its audited results for the twelve months ended 31 December 2025.

 

 Financial summary                                     2025     2024     Like-for-like change((1))  Year-on-year change

                                                       (£m)     (£m)
 Revenue                                               1,809.5  1,820.1  +0.7%                      (0.6%)
 Trading Profit ((2)) (Adjusted operating profit)      151.1    188.0    (17.0%)                    (19.6%)
 Return on Sales ((2))                                 8.4%     10.3%    -170bps                    -190bps
 Adjusted basic EPS ((2)) (pence)                      34.2p    43.3p    (17.7%)                    (21.0%)
 Free cash flow ((2) )                                 36.0     57.8     NA                         (37.7%)
 Net Debt / EBITDA((3))                                2.0x     1.3x     NA                         +0.7x
 Statutory
 Operating Profit                                      114.6    153.7    (17.5%)                    (25.4%)
 Profit Before Tax                                     97.2     138.6    (20.8%)                    (29.9%)
 Statutory basic EPS (pence)                           21.1p    33.5p    (23.5%)                    (37.0%)
 Cash inflow from operations                           173.4    216.7    NA                         (20.0%)
 Dividend (pence per share)                            23.6p    23.5p                               +0.4%

( (1)) Like-for-like basis is at constant currency, excluding separately
reported items and the impact of acquisitions and disposals.

((2)) For definitions of Alternative Performance Measures (APMs), refer to
Note 15 in the Condensed Group Financial Statements.

((3)) Net debt / EBITDA on a pro-forma basis, adjusting for a full-year EBITDA
contribution from acquisitions made mid-year

 

Highlights

·     Challenging year with difficult end market conditions, particularly
in EU+UK

·   Group revenue grew by 0.7% on a like-for-like basis while RoS reduced
by 170bps to 8.4%. EMEA Region accounted for 80% of the trading profit
reduction

·     Steel Division

o  Steel production declined 1.9% overall in 2025 but grew 1.3% excluding
China, Iran, Russia and Ukraine, despite a further increase of Chinese steel
exports

o  Positive net pricing re-established in H2, driven by Flow Control,
although insufficient to fully cover the shortfall in H1

o  Market share gains overall driven by strong performance in Asia more than
compensating slight erosion in the Americas

·     Foundry Division

o  Foundry markets outside of India and China remained weak

o  Market declines partially offset by market share gains

o  Net pricing remained slightly negative in H2 but very substantially
improved as compared with H1

o  Temporary production inefficiencies experienced in H2 from site
rationalisations

·     Accelerated delivery of cost reduction programme generated £17.8m
savings in-year

·   New product sales ratio increased to 20.5%, reaching our 2026 target of
20% a year early, with a strong pipeline of new products for the years ahead

·     Integration of acquired businesses of MMS and PiroMET proceeding well

·     Proposed final dividend of 16.5p (FY24: 16.4p), bringing the full
year dividend to 23.6p

·     Net debt / EBITDA at year-end of 2.0x (adjusting for 12-months
contribution from acquisitions)

 

Comment from Patrick André, CEO:

"2025 has been a challenging year for Vesuvius, specifically in EMEA where
both our Steel and Foundry end-markets contracted and where we experienced
significant price pressure. We were, however, able to re-establish a globally
positive net pricing in the second half of the year and were also able to
offset part of the negative market impact with significant and
above-expectation progress on our cost reduction programme and with market
share gains. We successfully completed our capacity expansion programme,
positioning us ideally for the upcoming recovery of our markets. We also
completed the acquisition of the PiroMET and MMS businesses, reinforcing our
presence in the fast-growing steel market in Turkey and non-ferrous Foundry
market.

The impact of the recent events in the Middle East remains difficult to
assess, but at this stage we still anticipate that 2026 will mark a transition
to recovery in the Steel and Foundry markets, with in particular the impact of
trade protection measures in Steel starting to have a meaningful impact on our
Steel markets as from the latter part of the year.

In 2026 our performance will benefit from the continued execution of our cost
reduction programme, from the full year contribution of our recent
acquisitions and some modest volume growth. On this basis, we expect our cash
flow to grow in 2026, both from improved trading profit and from investment
capex returning to a normalised level, both of which will also reduce
leverage.

Whilst we are mindful of the current geopolitical uncertainty, absent an
extended disruption, we continue to expect to deliver profit growth in 2026 in
line with expectations, on a constant currency basis.

We continue to target a RoS of 12.5%, although delivery, along with our free
cash flow target, has been, until now, held back by the extended weakness in
our end markets. However, with the prospect of more favourable market
conditions from 2027 and the support of our ongoing self-help measures, we
remain confident that our business model has the potential to achieve this RoS
target and to generate significant free cashflow."

Presentation of Full Year 2025 Results

Vesuvius management will make a presentation to analysts and investors on 12
March 2026 at 09:00 UK time at the London Stock Exchange, 10 Paternoster
Square, London EC4M 7LS. For those unable to attend, the event will be
livestreamed and can be accessed by clicking here
(https://sparklive.lseg.com/Vesuvius/events/a48a2060-4493-407d-b5b9-29c4bddcd769/vesuvius-plc-full-year-results-2025)
. Participants can also join via an audio conference call. Please click here
(https://registrations.events/direct/LON844540)  to register.  Once
registered, you will be provided with the information needed to join the
conference, including dial-in numbers and passcodes. Be sure to save this
information in your calendar.

 

 For further information, please contact:
 Vesuvius plc                Patrick André, Chief Executive                     +44 (0) 207 822 0000
                             Mark Collis, Chief Financial Officer               +44 (0) 207 822 0000

+44 (0) 7387 545 271
                             Rachel Stevens, Group Head of Investor Relations
 MHP Communications          Rachel Farrington/Ollie Hoare                      +44 (0) 7817 458 804

 

The person responsible for arranging the release of this announcement on
behalf of Vesuvius is Mark Collis, Chief Financial Officer.

 

About Vesuvius plc

Vesuvius is a global leader in molten metal flow engineering and technology
principally serving process industries operating in challenging
high‑temperature conditions.

 

We develop innovative and customised solutions, often used in extremely
demanding industrial environments, which enable our customers to make their
manufacturing processes safer, more efficient and more sustainable. These
include flow control solutions, advanced refractories and other consumable
products and increasingly, related technical services including data capture.

 

We have a worldwide presence. We serve our customers through a network of
cost-efficient manufacturing plants located close to their own facilities, and
embed our industry experts within their operations, who are all supported by
our global technology centres.

 

Our core competitive strengths are our market and technology leadership,
strong customer relationships, well established presence in developing markets
and our global reach, all of which facilitate the expansion of our addressable
markets.

 

Our ultimate goal is to create value for our customers, and to deliver
sustainable, profitable growth for our shareholders giving a superior return
on their investment whilst providing each of our employees with a safe
workplace where they are recognised, developed and properly rewarded.

 

We think beyond today to create solutions that will shape the future.

 

Forward looking statements

 

This announcement contains certain forward looking statements which may
include reference to one or more of the following: the Group's financial
condition, results of operations, cash flows, dividends, financing plans,
business strategies, operating efficiencies or synergies, budgets, capital and
other expenditures, competitive positions, growth opportunities for existing
products, plans and objectives of management and other matters.
Forward-looking statements can be identified by the use of terms such as
'intend', 'aim', 'project', 'anticipate', 'estimate', 'plan', 'believe',
'expect', 'forecasts', 'may', 'targets', 'could', 'should', 'will', 'continue'
or similar words.

 

Such forward looking statements, including, without limitation, those relating
to the future business prospects, revenue, working capital, liquidity, capital
needs, interest costs and income, in each case relating to Vesuvius, wherever
they occur in this announcement, are necessarily based on assumptions
reflecting the views of Vesuvius. Although Vesuvius makes such statements
based on assumptions that it believes to be reasonable, by their nature, these
forward looking statements are subject to a number of known and unknown risks,
uncertainties and other factors beyond Vesuvius' control that could cause
actual results, performance or achievements to differ materially from those
expressed or implied by the forward looking statements. Such forward looking
statements should, therefore, be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward looking statements. These include without
limitation: economic and business cycles; the terms and conditions of
Vesuvius' financing arrangements; foreign currency rate fluctuations;
competition in Vesuvius' principal markets; acquisitions or disposals of
businesses or assets; and trends in Vesuvius' principal industries.

 

The foregoing list of important factors is not exhaustive. When considering
forward looking statements, careful consideration should be given to the
foregoing factors and other uncertainties and events, as well as factors
described in documents the Company files with the UK regulator from time to
time including its annual reports and accounts. In light of these risks,
uncertainties and assumptions, the forward looking events discussed in this
announcement might not occur and such forward looking statements are not
guarantees or predictions of Vesuvius' future performance. You should not
place undue reliance on such forward looking statements which speak only as of
the date on which they are made. Past performance is no guide to future
performance and persons needing advice should consult an independent financial
adviser.

 

Neither Vesuvius nor any of its affiliates, associates, employees, directors,
officers or advisers assumes any responsibility for the accuracy or
completeness or undertakes any obligation, to update or revise any of these
forward-looking statements to reflect any new information or any changes in
events, conditions or circumstances on which any such forward-looking
statement is based save in respect of any requirement under applicable law or
regulation.

 

Vesuvius plc, 165 Fleet Street, London EC4A 2AE

Registered in England and Wales No. 8217766

LEI: 213800ORZ521W585SY02

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

 

 

Vesuvius plc

Full Year Results for the twelve months ended 31 December 2025

In 2025, we have shown resilience despite difficult market conditions, thanks
to a strong focus on cost reduction and to the continuing benefits of our
technology strategy.

 £m                    2025 Reported  Acquisitions   2025           2024 Reported  Currency   2024            % Change

                                                    Like-for-like                             Like-for-like   FY25 vs. FY24
                       Like-for-like                Reported
 Steel                 1,342.6        (14.9)        1,327.7         1,343.8        (35.0)     1,308.8         1.4%      (0.1%)
 Foundry               466.9          (7.6)         459.3           476.3          (10.0)     466.3           (1.5%)    (2.0%)
 Group Revenue         1,809.5        (22.5)        1,787.0         1,820.1        (45.0)     1,775.1         0.7%      (0.6%)
 Steel                 120.0          (1.2)         118.8           153.0          (7.5)      145.5           (18.3%)   (21.5%)
 Foundry               31.1           (1.9)         29.2            35.0           (2.1)      32.9            (11.2%)   (11.1%)
 Group Trading Profit  151.1          (3.1)         148.0           188.0          (9.6)      178.4           (17.0%)   (19.6%)
 Steel                 8.9%                         9.0%            11.4%                     11.1%           -210bps   -250bps
 Foundry               6.7%                         6.4%            7.4%                      7.1%            -70bps    -70bps
 Return on Sales       8.4%                         8.3%            10.3%                     10.0%           -170bps   -190bps

 

Resilient revenue

In 2025, revenue was £1,809.5m, an increase of 0.7%, like-for-like, compared
to 2024, and a 0.6% decline on a reported basis, reflecting FX headwinds
partially offset by the contribution from acquisitions. The small underlying
increase in revenue was principally due to modest growth in both sales volume,
+£4.2m, and pricing of +£7.7m. Revenue in our Steel Division grew slightly
(+1.4%) on a like-for-like basis reflecting both volume growth and pricing,
while in Foundry, revenue reduced by 1.5% on an underlying basis, principally
reflecting lower market activity, which was only partially offset by market
share gains, and broadly flat pricing.

 

Trading profit was £151.1m, a reduction of 17.0% on a like-for-like basis and
a decrease of 19.6% on a reported basis. Our £55m multi-year cost-saving
programme delivered a £17.8m in-year benefit, ahead of our initial
expectations, while net pricing was -£11.5m, reflecting a net negative in H1
and a small net positive in H2. Volume and mix had a negative impact on
profit, reflecting a combination of shifts in volume regionally and product
rotation among customers, largely in EMEA. The Group achieved a return on
sales of 8.4% in 2025, down 170 basis points versus FY24 on a like-for-like
basis. This reflects the decline in our trading profit, on broadly flat
revenues.

 

The overall decline in trading profit is principally attributable to a drop in
profitability in EMEA across both divisions, which accounts for approx. 80% of
the reduction in group profit year-on-year, driven by the challenging market
conditions in this region.

 

Difficult market background in both Steel and Foundry

Global steel production remained subdued in the world with a 1.9% decline
overall, including China which declined 4.4%. Excluding China, steel
production increased 0.9% for the full year (Source: World Steel Association),
despite a further significant increase in steel exports from China. Most of
this growth was however concentrated in India (+9% year-on-year, excluding
induction furnaces) and South-East Asia (+4.7%). USMCA was mostly stable
(+0.8%), with growth in the US mostly compensated by a significant decline in
Mexico and Canada. Steel production declined in EMEA (-1.3%) and in South
America (-1.3%).

Chinese net steel exports continued to rise during the year, reaching 113
million tonnes, an increase of c. 9 million tonnes versus 2024, constraining
steel production outside China.  However, over 60 countries worldwide are now
introducing some form of protective measures against unfair trade in steel.
This, alongside domestic policy actions announced by the Chinese Government to
reduce production and ensure regular payment of export taxes, is ultimately
expected to support a reduction in Chinese exports and therefore support an
increase in steel production outside of China. This should in particular
benefit the EU and the Americas.

Foundry markets, with the exception of India and China, remained very weak
throughout 2025, in particular in Europe, which continued to be impacted by
the decline in auto manufacturing. North Asia was also weak, with auto exports
to China in decline due to domestic competition, and exports to the US
impacted by increased tariffs. The market in South America, in particular
Brazil, was also negatively impacted by Chinese castings imports and US
tariffs.

Steel Division

The Steel Division delivered modest revenue growth (+1.4%, like-for-like) in
2025, mostly driven by Advanced Refractories (+3.9% revenue growth
like-for-like), with stable revenue from Flow Control. On a reported basis,
revenue was flat, reflecting the impact of FX headwinds, the contribution from
the PiroMET acquisition and like-for-like revenue growth, supported by modest
increases in both sales volume and pricing.

 

In the Steel Division, both Flow Control and Advanced Refractories gained
market share overall, with gains in Asia and EMEA more than offsetting a
slight erosion in the Americas.

 

Trading profit for the Steel Division fell by 18.3% on a like-for-like basis,
resulting in a drop in return on sales of 210bps. The profit impact came
substantially from the EMEA region due to a combination of adverse product mix
and pricing. However, while pricing net of cost inflation remained negative
for the full year, the Steel Division was able to re-establish a positive net
pricing in H2 reflecting, in particular, the technology leadership position of
Flow Control. The division was also negatively impacted by some temporary
manufacturing inefficiencies in North America related to the ramp-up of
production to satisfy the growing demand in the US. Steel Division profits
were also supported by the strong cost reduction actions undertaken as part of
the group-wide cost saving programme.

 

Foundry Division

Foundry revenue reduced by 1.5% on a like-for-like basis, as volume fell,
reflecting the declining market in most regions outside of India and China,
and only partially compensated by market share gains. On a reported basis,
revenue declined by 2.0% despite the contribution of the acquired MMS
business. Trading profit for the Foundry division fell 11.2% on a
like-for-like basis, reflecting negative net pricing (largely in H1) and
product margin mix, partially offset by an acceleration in cost savings.
Return on sales declined 70 bps. The challenges in profitability arose in EMEA
and South America, while other major regions grew profitably. In 2025, the
EU+UK represented 32% of Foundry revenue, down from 37% five years ago.

Good cash generation and strong balance sheet

The business delivered adjusted operating cashflow of £113.3m in 2025, which
represented a 75% cash conversion rate for the year. Free cash flow was
£36.0m, after cash capex (net of proceeds) of £81.0m (2024: £96.5m). We
maintained a strict focus on working capital management and reduced our
working capital by £38m at year end versus the position at 30 June 2025,
despite the addition of working capital from the MMS acquisition. Working
capital intensity was stable since the half year, at 23.4% revenue, which is a
slight increase compared to intensity of 22.9% at 31 December 2024.

Our balance sheet had a net debt / EBITDA ratio of 2.0x at the year end, (31
December 2024: 1.3x; 30 June 2025: 1.8x) on a pro-forma basis, adjusting for
the EBITDA contribution from acquisitions made through the year, at the top
end of our 1.0 - 2.0x range (2.1x without adjustment for acquisitions). This
reflects £36.0m of free cashflow, £34.8m of payments relating to the share
buyback, the acquisitions of PiroMET and the MMS business (total cash outflow
of £38.9m) and dividends of £57.9m. Our year-end leverage based on our
covenant calculation, which among other things adjusts for acquisitions made
during the year, is 2.0x. We expect leverage to fall in 2026 as cashflow
benefits from lower capex, which is expected to be in the range £70m-75m in
2026, and higher trading profit.

Continued progress in the efficiency of R&D and new product development

We continue to invest in research and development despite the difficult market
conditions, spending £35.3m in 2025 (1.9% of revenue). This cost was fully
expensed in our income statement. Our focus areas are: (1) innovation in
materials science, with an objective to continuously improve the performance
of our consumables; and (2) the development of mechatronics solutions to
enable our customers to substitute the operators who manipulate our consumable
refractories with robots and, by doing so, improve their safety, reliability,
cost and quality performance.

Our New Product Sales ratio, defined as the percentage of our sales realised
from products which didn't exist five years ago, reached 20.5% for the Group
in 2025. This is up from 19.1% in 2024 and exceeds our Group target of over
20% by 2026. We launched 24 new products in 2025 and have an extensive
pipeline of products under development which will be progressively introduced
in the market over the coming years and will support our ambition to grow our
revenue and profitability.

Our robotics business is also expanding, with an increase in Flow Control
robots shipped, increasing to nine in the year versus six in 2024, reflecting
a significant positive momentum in orders over the last two years. Flow
Control robotic systems shipped in 2025 include two robots for a major
customer in Mexico for a new mill currently under construction, expanding on
the success of similar systems installed at the same customer in Brazil. Our
Advanced Refractories robotics solutions are seeing similar positive progress,
with contracts for four robots agreed in 2025, and a strong pipeline of
opportunities in the year ahead, in combination with the acquired business,
PiroMET.

Cost optimisation programme delivering above expectations

Our cost optimisation programme, launched in late 2023, initially aimed to
deliver £30m of recurring cash savings by 2026, and has been progressively
upgraded and expanded, now with target to deliver £55m of savings by 2028.
The savings reported under this programme are structural in nature meaning
that we do not expect them to reverse when market conditions improve.

The programme covers all our worldwide activities and focuses on operational
improvement, lean initiatives, automation and digitalisation as well as
optimisation of our manufacturing footprint.

In 2025, we delivered cost savings under this programme of £17.8m, bringing
the total delivered in two years to £30.8m, ahead of the initial target both
in quantum and timing. Of the savings delivered in-year, slightly under half
were in the Foundry Division, reflecting swift action taken to address costs
in a challenging environment. We expect to deliver incremental in-year savings
of c. £10m in 2026.

The one-off costs to deliver these savings are shown as separately reported
items, and in FY25 were £18.9m (FY24: £14.6m).

Strategic acquisitions

On 28 February 2025 we completed the acquisition of a 61.65% shareholding in
PiroMET, a Turkish refractory company. The acquisition strengthens our
Advanced Refractory business in the fast-growing region of EEMEA and will also
allow us to leverage PiroMET's expertise in robotics, where we have a strong
order-book for the coming years.

 

On 12 November 2025, we completed the acquisition of the Molten Metal Systems
("MMS") business of Morgan Advanced Materials plc, which brings
industry-leading technology in crucibles to our Foundry business, accelerating
our exposure to the faster-growing non-ferrous market (expected to reach c.
27% of revenue in 2026, from 21%), together with increased exposure to the
fast-growing Indian market.

 

Ongoing commitment to high safety performance

In 2025 we achieved a Lost Time Injury Frequency Rate (the number of
work-related injuries necessitating a lost work-shift, per million hours
worked) of 0.7, slightly higher than in 2024 due to a higher frequency rate at
our newly acquired PiroMET business in Turkey, which we expect to improve as
integration progresses. This still positions Vesuvius well ahead of the
industry average and is the result of continuous efforts to integrate safety
as the number one priority in the company culture.  However, tragically, we
suffered one work-related fatality in our workforce during the year, as a
result of a public road traffic accident in which one of our employees,
driving back from a site visit, passed away. We remain committed to our goal
of zero accidents, and we will strive towards this objective.

Significant progress on our journey to net zero

We continued progressively to implement our action plan to decarbonise our
activities. By the end of 2025, we had reduced our carbon intensity (CO(2)e
tonnes per million tonnes product sold) by 31.4% as compared with our 2019
reference year on a pro forma basis (-47.4% on a reported basis),
significantly ahead of the 2025 objective of a 20% reduction. This was
achieved through carbon-free electricity sourcing, improving energy
efficiency, and moving from higher to lower carbon-emitting energy sources.

Dividend and share buybacks

Vesuvius has a progressive dividend policy.  As a minimum we will maintain
our dividend per share year-on-year and increase it, through the cycle, in
line with earnings per share growth. In addition, where cash is not required
for additional investment in the business and while maintaining a strong and
prudent balance sheet, we will return cash to shareholders via other means,
such as share buybacks.

The Board has recommended a final dividend of 16.5 pence per share (FY24:
16.4p), which together with the interim dividend paid of 7.1 pence per share,
brings the total dividend for the year to 23.6 pence per share, a 0.4%
increase compared to the total dividend for 2024 (23.5p). This represents a
dividend cover of 1.5x compared to adjusted EPS for 2025.

Over 2025 we completed our second £50m share buyback (initiated in November
2024), resulting in a total cash outflow relating to share repurchases of
£34.8m in FY25. In total 8.6m shares were repurchased during the year,
reducing our shares in issue by c. 3%.

 

Outlook

The impact of the recent events in the Middle East remains difficult to
assess, but at this stage we still anticipate that 2026 will mark a transition
to recovery in the Steel and Foundry markets, with, in particular, the impact
of trade protection measures in Steel starting to have a meaningful impact on
our Steel markets as from the latter part of the year.

In 2026 our performance will benefit from the continued execution of our cost
reduction programme, from the full year contribution of our recent
acquisitions and some modest volume growth. On this basis, we expect our cash
flow to grow in 2026, both from improved trading profit and from investment
capex returning to a normalised level, both of which will also reduce
leverage.

Whilst we are mindful of the current geopolitical uncertainty, absent an
extended disruption, we continue to expect to deliver profit growth in 2026 in
line with expectations, on a constant currency basis.

We continue to target a RoS of 12.5%, although delivery, along with our free
cash flow target, has been, until now, held back by the extended weakness in
our end markets. However, with the prospect of more favourable market
conditions from 2027 and the support of our ongoing self-help measures, we
remain confident that our business model has the potential to achieve this RoS
target and to generate significant free cashflow.

Operational Review

Vesuvius comprises two Divisions, Steel and Foundry. The Steel Division
operates as three business lines, Flow Control, Advanced Refractories and
Sensors & Probes. Changes described are versus 2024 on a like for like
basis, excluding the impact of FX and acquisitions, unless otherwise noted.

 

Steel Division

 

 Steel Division                            2025 (£m)   2024 (£m)   Like-for-like change  Change
 Flow Control Revenue                      750.9       769.0       0.1%                  (2.4%)
 Advanced Refractories Revenue             555.6       535.6       3.9%                  3.7%
 Steel Sensors & Probes Revenue            36.1        39.2        (4.5%)                (7.9%)
 Total Steel Revenue                       1,342.6     1,343.8     1.4%                  (0.1%)
 Total Steel Trading Profit                120.0       153.0       (18.3%)               (21.5%)
 Total Steel Return on Sales               8.9%        11.4%       -210bps               -250bps

 

Our Steel Division reported revenues of £1,342.6m in 2025, an increase of
1.4% on a like-for-like basis but flat on a reported basis (-0.1%), reflecting
currency headwinds. The slight like-for-like revenue growth was driven by
market share gains and modest pricing increases.

 

Trading profit in the Steel Division fell by 18.3% on a like-for-like basis to
£120.0m, as a result of inflationary costs not being entirely covered by
price rises during the first half, especially in EMEA and China. The Division
reverted to positive net pricing during the second half of the year, although
not sufficiently to compensate for the negative impact of the first half. We
also saw some customers, especially in EMEA, temporarily switching to lower
value, lower margin products. EMEA accounted for 72% of the year-on-year fall
in profit. Our cost-saving programme has delivered in line with expectations,
partially offsetting some of these negative impacts. The drop in trading
profit on broadly flat revenue has resulted in the Division's return on sales
reducing to 8.9%, a fall of 210bps.

Flow Control

 

 Flow Control Revenue                       2025 (£m)   2024 (£m)   Like-for-like change  Change
 Americas                                   287.2       297.8       0.4%                  (3.6%)
 Europe, Middle East & Africa (EMEA)        234.0       241.3       (3.3%)                (3.0%)
 Asia-Pacific                               229.7       230.0       3.3%                  (0.1%)
 Total Flow Control Revenue                 750.9       769.0       0.1%                  (2.4%)

 

In 2025, revenue in the Group's Flow Control business was flat on a
like-for-like basis at £750.9m (a decline of 2.4% on a reported basis
reflecting FX headwinds). This performance was driven by positive pricing and
broadly flat sales volumes.

 

In the Americas, like-for-like revenue grew 0.4%, with positive pricing
partially offset by slightly negative volume growth.

 

In EMEA, our revenue declined 3.3% on a like-for-like basis compared to 2024
with positive pricing and volume growth in EEMEA not compensating a
significant volume decline in EU+UK.

 

In Asia Pacific, revenue grew 3.3% on a like-for-like basis, driven by ongoing
good growth in India, double digit volume growth in South-East Asia and high
single-digit volume growth in China, despite the steel market contracting in
this country.

 

Advanced Refractories

 

 Advanced Refractories Revenue              2025      2024      Like-for-like change  Change

                                            (£m)      (£m)
 Americas                                   182.5     188.2     0.6%                  (3.0%)
 Europe, Middle East & Africa (EMEA)        183.8     167.6     1.1%                  9.6%
 Asia-Pacific                               189.3     179.7     10.1%                 5.3%
 Total Advanced Refractories Revenue        555.6     535.6     3.9%                  3.7%

 

Advanced Refractories reported revenue of £555.6m in 2025, an increase of
3.9% on a like-for-like basis. This principally reflected an increase in sales
volume (both market growth and market share gains across the business) and a
small contribution from price increases. In Asia-Pacific, revenue grew 10.1%
like-for-like, driven by double-digit volume growth in India, outperforming a
strong market, and good growth in China, despite a declining market. In the
Americas, positive volume growth in the US and South America was offset by
significant declines in Canada and Mexico. In EMEA, our sales progressed
moderately, driven by market share gains in EU+UK.

 

Sensors & Probes

 

 Steel Sensors & Probes Revenue              2025     2024     Like-for-like change  Change

                                             (£m)     (£m)
 Americas                                    26.0     28.3     (2.5%)                (8.1%)
 Europe, Middle East & Africa (EMEA)         9.7      10.5     (9.2%)                (7.6%)
 Asia-Pacific                                0.4      0.4      0%                    0%
 Total Steel Sensors & Probes Revenue        36.1     39.2     (4.5%)                (7.9%)

 

Revenue in Sensors & Probes was £36.1m in 2025, down 4.5% year-on-year on
a like-for-like basis, driven by declining demand in Europe, Canada, Mexico,
and South America, only partially compensated by growth in the US.

 

Foundry Division

 

 Foundry Revenue                            2025      2024      Like-for-like change  Change

                                            (£m)      (£m)
 Americas                                   111.1     119.3     (3.4%)                (6.9%)
 Europe, Middle East & Africa (EMEA)        180.2     183.6     (4.5%)                (1.9%)
 Asia-Pacific                               175.6     173.4     3.2%                  1.3%
 Total Foundry Revenue                      466.9     476.3     (1.5%)                (2.0%)
 Total Foundry Trading Profit               31.1      35.0      (11.2%)               (11.1%)
 Total Foundry Return on Sales              6.7%      7.4%      -70bps                -70bps

 

Our Foundry Division continued to experience a difficult trading environment
in 2025, with reported revenue of £466.9m in 2025, a like-for-like decrease
of 1.5%, reflecting contracting revenue in the Americas (-3.4%) and EMEA
(-4.5%), which were only partially offset by strong growth in Asia-Pacific
(+3.2%), supported by India which delivered double-digit growth despite
disruption related to US tariffs and China which grew mid-single digit,
like-for-like. The fall in revenue in EMEA and the Americas was due to market
volume declines and slightly negative sales prices evolution, only partially
offset by market share gains.

 

The Division benefited from the acquisition of the MMS business, completed in
November 2025. This acquisition is delivering as expected.

 

Trading profit and return on sales contracted 11.2% and 70bps respectively, on
a like-for-like basis, principally reflecting the decline in overall volumes
and the negative net pricing performance during the first half of the year.
Net pricing, while remaining slightly negative, improved significantly in H2.
This, together with ambitious new cost saving projects and the delivery of
synergies from the acquisition of the MMS business, should provide a solid
foundation for trading profit growth in 2026.

 

Financial Review

2025 performance overview

Income statement

2025 was a challenging year, with broadly flat revenue and a decline in
like-for-like trading profit and return on sales, due to adverse pricing and
product mix. Cashflow reduced along with profit, while cash conversion was
good at 75%. This has enabled the Board to recommend a final dividend slightly
increased compared to the amount per share in 2024 alongside the buyback of
shares earlier in 2025 and the delivery of two strategic acquisitions.

Revenue for the year decreased by 0.6% on a reported basis and grew by 0.7% on
a like-for-like basis, reflecting an FX headwind of 2.5% and a small
contribution from acquisitions in the year. Like-for-like revenue performance
was driven by modest volume growth of 0.2%, a small increase in headline
pricing of 0.4%. On a reported basis, the Steel and Foundry Division revenue
decreased by 0.1% and 2.0%, respectively, in the year. Acquisitions added a
further 1.3% to top-line growth.

We achieved a trading profit of £151.1m, down 19.6% on a reported basis of
which 17.0% was like-for-like performance and 5.1% related to FX headwinds,
partially offset by a contribution from acquisitions. Within the like-for-like
profit changes, there was a £30.4m decline due to the drop-through from
volume and product mix, and a £11.5m decline from net pricing. The full-year
impact of net pricing was driven by a -£11.7m impact in H1 and neutral net
pricing in H2. In addition, there was a further contribution from our ongoing
cost-saving programme of £17.8m and a net -£2.0m relating to one-off impacts
that will reverse in 2026, being the impact of lower incentive payments,
offset by £6.0m in one-off inefficiencies earlier described. There was also a
-£4.3m impact to trading profit relating to other items. Return on sales of
8.4% was down 170bps on a like-for-like basis.

Investment in R&D is central to our strategy of delivering market-leading
product technology and services to customers. In 2025 we spent £35.3m on
R&D activities (2024: £36.6m, on a constant currency basis), which
represents 1.9% of our revenue (2024: 2.1%) and a small decrease in
expenditure on a constant currency basis.

Net Interest cost for FY25 increased to £18.4m (2024: £16.2m), due to a
combination of a rise in interest due to a higher debt balance, and a
reduction in finance income due to a reduction in deposits held in Argentina,
partially offset by lower interest rates charged on our RCF.

Profit from joint ventures and associates was broadly flat year-on-year at
£1.0m (2024: £1.1m).

Separately reported items of £36.5m were recognised in FY25 compared to
£34.3m in FY24. £10.6m relates to amortisation of acquired intangible assets
(FY24: £10.0m), which is consistently excluded from our adjusted profit
measure. In addition, one-off costs of £18.9m were incurred relating to our
cost saving programme (FY24: £14.6m) and £7.0m in relation to integration
and acquisition costs. Due to the one-off nature of both these charges, they
are shown as separately reported.

Adjusted profit before tax was £133.7m, down 22.7% versus last year
(£172.9m) on a reported basis. Including separately reported items, PBT of
£97.2m was 29.9% lower than last year (£138.6m).

The Group's Adjusted Effective Tax Rate ("ETR"), based on the income tax costs
associated with adjusted performance of £36.5m (2024: £47.2m), was 27.5%
(2024: 27.5%). The Group's total income tax costs for the period include a
credit within separately reported items of £4.1m (2024: £8.9m).

We expect the Group's ETR in 2026 to be in line with that in 2025, dependent
on profit mix and any one-off items.

Non-controlling interests principally comprise the minority holdings in Indian
subsidiaries. Profit attributable to non-controlling interests decreased
slightly to £12.6m in 2025 (2024: £13.1m) reflecting some decline in the
profit after tax in those subsidiaries plus a currency headwind.

Adjusted EPS at 34.2p was 17.7% lower on a like-for-like basis than 2024
(43.3p), reflecting lower earnings, partially offset by a reduction in average
shares in issue from 260.0m to 247.1m (basic), reflecting the conclusion of
the second share buyback programme. Reported EPS of 21.1p is 37.0% lower than
the prior year (2024: 33.5p) reflecting the factors described above.

Dividend

The Board has recommended a final dividend of 16.5 pence per share (2024: 16.4
pence) to be paid, subject to shareholder approval, on 6 July 2026 to
shareholders on the register on 29 May 2026. When added to the 2025 interim
dividend of 7.1 pence per share, this represents a full-year dividend of 23.6
pence per share. The last date for receipt of elections from shareholders for
the Vesuvius Dividend Reinvestment Plan will be 12 June 2026.

Cost saving programme

At the start of 2024 we initiated an efficiency programme to realise recurring
savings of £30m per annum by 2026, of which £30.8m has been delivered by the
end of 2025 (£13.0m in 2024 and £17.8m in 2025), significantly ahead of
schedule as we accelerated our savings in response to the difficult trading
environment. Our target is now to deliver in aggregate £55m savings by 2028.
We expect to deliver further cost savings of c. £10m in 2026. These
restructuring costs are excluded from trading profit, allowing for a clear
measure of our operating performance.

Cash flow and balance sheet

Our cash management performance was solid, achieving a 75% cash conversion
(2024: 69%), reflecting broadly flat trade working capital with a -£1.9m
outflow, a reduction of £10.6m in other working capital and the conclusion of
our investment in strategic capacity expansion, resulting in a reduction in
net cash capex from £96.5m in 2024 to £81.0m in 2025.

We measure working capital both in terms of actual cash flow movements, and as
a percentage of sales revenue. Trade working capital intensity in 2025
increased slightly to 23.4% (2024: 22.9%), measured on a 12-month moving
average basis. The change was principally due to an increase in debtor days on
a 12-month average basis by 1.6 days, partially offset by a slight increase in
creditor days by 0.4 days and a reduction in inventory days by 1.3. These
changes were largely driven by Flow Control, where working capital intensity
improved modestly due to a material reduction in inventory offset by an
increase in debtors, while trade working capital slightly increased at both
Foundry and Advanced Refractories, due to a small movement in inventory.

Free cash flow was £36.0m in 2025 (2024: £57.8m).

Capital expenditure

Net cash capital expenditure in 2025 was £81.0m (2024: £96.5m) and £99.6m
including capitalised leases (2024: £116.1m) of which £75.8m was in the
Steel Division (2024: £92.2m) and £23.8m in the Foundry Division (2024:
£23.9m). Net cash capex in 2026 is expected to be c. £70m-75m, reflecting
lower growth capex, having concluded our investment programme earlier in 2025.

Net debt

Net debt on 31 December 2025 was £452.4m, a £123.2m increase compared to
£329.2m on 31 December 2024, due to free cash flow of £36.0m offset
principally by dividends of £57.9m, share buybacks of £34.8m and
acquisitions in the year of £38.9m.

At the end of 2025, the pro-forma net debt to EBITDA ratio was 2.0x (2024:
1.3x) and EBITDA to interest was 14.1x (2024: 18.4x). These ratios are
monitored regularly to ensure that the Group has sufficient financing
available to run the business and fund future growth.

The Group's debt facilities have two financial covenants: the ratios of net
debt to EBITDA (maximum 3.25x limit) and EBITDA to interest (minimum 4x
limit). Certain adjustments are made to the net debt calculations for bank
covenant purposes, the most significant of which is to exclude the impact of
IFRS 16, and to adjust for acquisitions or disposals part-way through the
financial year. On a covenant calculation basis, the net debt to EBITDA ratio
at 31 December 2025 was 2.0x.

The Group had committed borrowing facilities of £751.6m as of 31 December
2025 (2024: £669.6m), of which £195.5m was undrawn (2024: £202.5m).

Return on invested capital (ROIC)

Our ROIC (excluding goodwill on our balance sheet from the acquisition of
Foseco in 2008), for 2025 was 10.5% (2024: 14.4%). ROIC is our key measure of
return from the Group's invested capital and excludes the impact of goodwill
and intangibles that arose on the acquisition of Foseco in 2008, as we believe
that this removes the distortive effects of that acquisition and provides a
clearer measure of management performance.

Pensions

The Group has a limited number of historical defined benefit plans located
mainly in the UK, USA, Germany and Belgium. The main plans in the UK and USA
are closed to further benefits accrual. All of the liabilities in the UK were
insured following a buy-in agreement with Pension Insurance Corporation plc
("PIC") in 2021. This buy-in agreement secured an insurance asset from PIC
that matches the remaining pension liabilities of the UK Plan, with the result
that the Company no longer bears any investment, longevity, interest rate or
inflation risks in respect of the UK Plan.

The Group's net pension liability at 31 December 2025 was £31.6m (2024:
£37.4m liability).

Technical guidance for 2026

Depreciation in 2026 is expected to be in the range £75m - £80m and the net
finance charge is expected to be c. £20m - 21m. We anticipate expenses
(excluding any impairments) in relation to the cost-reduction programme of c.
£10m-12m. We anticipate a non-controlling interest charge of c. £15.5m.
Based on 28 February 2026 FX rates, FY25 revenue would retranslate to
£1,804.4m (a £5.1m headwind) and trading profit to £147.6m (a £3.5m
headwind).

Financial Risk Factors

The Group's approach to risk management, including the mitigations in place
for our principal risks, is detailed below.  We consider the main financial
risk faced by the Group to be a material business interruption incident
leading to reduced revenue and profit.  We also manage broad financial risks
such as cost inflation, bank financing and capital market activity and to a
lesser extent foreign exchange and interest rate movements (see Note 25 to the
Group Financial Statements).  We mitigate liquidity risk by financing using
both the bank and private placement debt markets and we mitigate refinancing
risk by seeking to avoid a concentration of debt maturities in any one
calendar year.

Principal Risks and Uncertainties

The Board exercises oversight of the Group's Principal Risks and reviews the
way in which the Group manages those risks. The Board takes overall
responsibility for establishing and maintaining a system of risk management
and internal control and for reviewing its effectiveness.

The Board reviewed the Principal Risks and Uncertainties facing the Group
during 2025 as part of their normal process and in the context of the
preparation for changes to the UK Corporate Governance Code. As a result of
this review the Board resolved to remove the previously identified principal
risk of Protectionism and Globalisation as a separate principal risk and
incorporate the relevant elements into the End-market risk. In addition, the
material elements of the formerly identified principal risk of Environmental,
Social and Governance focused on ensuring that the Group's products remain
relevant to customers in meeting their own ESG requirements, and this has now
been included within the existing principal risk of Failure to Secure
Innovation. As a consequence, we have ceased to identify Environmental, Social
and Governance as a separate principal risk. The Principal Risks which could
have a material impact on the Group's performance are as follows:

 - End market risks

 - Product quality failure

 - Complex and changing regulatory environment

 - Failure to secure innovation

 - Business interruption

 - People, culture and performance

 - Health and safety

 

Risk update

During 2025 certain issues arose that are reflected in the Group's Principal
Risks and Uncertainties. In each case, the business impact was limited by the
mitigations already in place and by the Group's risk management processes.
These were:  End-market risks, where 2025 saw continuing volatility in our
markets, with lower than anticipated economic activity in certain key markets
such as Europe, and where unpredictable systems of tariffs and trade
protections introduced and subsequently amended drove uncertainty in our
end-markets;  Business interruption, where cyber security continues to
present a significant risk and is an issue that grows both in its scope and
sophistication;  Product Quality failure, where whilst the financial impact
on the Group from any product quality issues is well understood, we have
increased our focus on this critical area; and People, culture and
performance, where the environment to attract and retain high-calibre people
across all levels of our business continues to be increasingly competitive in
many of our labour markets.  Each of these risks has the potential to impact
the Principal Risks facing the Group; specifically End market risk; Complex
and changing regulatory environment; People, culture and performance; and the
risk of Business interruption.

Further information on these Principal Risks and the way in which the Group
manages them are detailed in the 2025 Annual Report.

 

 
 
 
                                    12 March 2026

 

 Group Income Statement                                                                  2025                                                                       2024

 For the year ended 31 December 2025

                                                                                         Adjusted((1))     Separately((1))  reported items   Total                         Adjusted((1))     Separately((1))  reported items       Total
 Notes                                                                                   £m                £m                                £m                     £m                       £m                 £m

 Revenue                                                                        2        1,809.5           -                                 1,809.5                       1,820.1           -                                     1,820.1
 Costs of goods sold                                                                     (1,348.8)         -                                 (1,348.8)                     (1,316.4)         -                                     (1,316.4)
 Administration, selling and distribution costs                                          (309.6)           -                                 (309.6)                       (315.7)           -                                     (315.7)
 Trading profit (adjusted operating profit)((1))                                2        151.1             -                                 151.1                         188.0             -                                     188.0
 Cost reduction programme expenses((2))                                         3        -                 (15.0)                            (15.0)                        -                 (13.0)                                (13.0)
 Asset impairments((2))                                                         3                          (3.9)                             (3.9)                                           (1.6)                                 (1.6)
 Acquisition and integration expenses                                           3        -                 (7.0)                             (7.0)                         -                 -                                     -
 Provision for future water treatment at disused mine                           3        -                 -                                 -                             -                 (9.7)                                 (9.7)
 Amortisation of acquired intangible assets                                     2        -                 (10.6)                            (10.6)                        -                 (10.0)                                (10.0)
 Operating profit/(loss)                                                                 151.1             (36.5)                            114.6                         188.0             (34.3)                                153.7
 Finance expense                                                                         (26.6)            -                                 (26.6)                        (27.1)            -                                     (27.1)
 Finance income                                                                          8.2               -                                 8.2                           10.9              -                                     10.9
 Net finance costs                                                              4        (18.4)            -                                 (18.4)                        (16.2)            -                                     (16.2)
 Share of post-tax income of joint ventures and associates                               1.0               -                                 1.0                           1.1               -                                     1.1
 Profit/(loss) before tax                                                                133.7             (36.5)                            97.2                          172.9             (34.3)                                138.6
 Income tax (charge)/credit                                                     5        (36.5)            4.1                               (32.4)                        (47.2)            8.9                                   (38.3)
 Profit/(loss) after tax                                                                 97.2              (32.4)                            64.8                          125.7             (25.4)                                100.3

 Profit/(loss) attributable to:
 Owners of the parent                                                                    84.6              (32.4)                            52.2                          112.6             (25.4)                                87.2
 Non-controlling interests                                                               12.6              -                                 12.6                          13.1              -                                     13.1
 Profit/(loss)                                                                           97.2              (32.4)                            64.8                          125.7             (25.4)                                100.3

 Earnings per share((3))   - pence                                              6
 Continuing and total operations - basic                                                 34.2((1))                                           21.1                   43.3((1))                                   33.5
                                                                                         33.8((1))                                           20.9                   42.7((1))                                   33.1
     - diluted

(1)      Adjusted Performance Measures. See Note 15.

(2)      Cost reduction programme expenses and Asset impairments for 2024
have been restated to be consistent with their presentation in 2025.

(3)   Earnings per share are attributable to the ordinary equity holders of
the parent.

 

Of the pre-tax separately reported items, £32.6m (2024: £34.3m) would form
part of Administration, selling and distribution costs, which including these
amounts would total £342.2m (2024: £350.0m) and £3.9m (2024: £nil) would
form part of Cost of goods sold, which including these amounts would total
£1,352.7m (2024: £1,316.4m).

 Group Statement of Comprehensive Income

 For the year ended 31 December 2025

                                                                                    2025        2024
                                                                                    £m          £m
 Profit after tax                                                                   64.8        100.3

 Remeasurement of defined benefit assets/liabilities                                4.4         3.6
 Income tax relating to items not reclassified                                      (2.2)       (0.8)
 Items that will not subsequently be reclassified to income statement               2.2         2.8

 Exchange differences on translation of the net assets of foreign operations        (42.8)      (49.1)
 Exchange differences on translation of net investment hedges                       (7.6)       7.1
 Net change in costs of hedging                                                     0.5         (0.1)
 Change in the fair value of the hedging instrument                                 (1.3)       1.5
 Amounts reclassified from Net finance costs                                        1.1         (1.2)
 Items that may subsequently be reclassified to income statement                    (50.1)      (41.8)

 Other comprehensive loss net of income tax                                         (47.9)      (39.0)

 Total comprehensive income                                                         16.9        61.3

 Total comprehensive income attributable to:
 Owners of the parent                                                               13.7        49.5
 Non-controlling interests                                                          3.2         11.8
 Total comprehensive income                                                         16.9        61.3

 

 Group Statement of Cash Flows

 For the year ended 31 December 2025

                                                                                  2025         2024((1))
                                                                       Notes      £m           £m
 Cash flows from operating activities
 Cash generated from operations                                        9          173.4        216.7
 Interest paid((1))                                                               (23.7)       (23.9)
 Interest received                                                                5.7          9.0
 Income taxes paid                                                                (38.8)       (46.1)
 Net cash inflow from operating activities((1))                                   116.6        155.7

 Cash flows from investing activities
 Purchases of property, plant and equipment                                       (78.1)       (88.1)
 Purchases of intangible assets                                                   (12.3)       (12.7)
 Proceeds from the sale of property, plant and equipment                          9.4          4.3
 Acquisition of subsidiaries and joint ventures, net of cash acquired             (38.9)       -
 Proceeds from the sale of investments                                            1.2          -
 Proceeds from the sale of associates                                             -            0.4
 Dividends received from joint ventures                                           0.9          0.7
 Net cash outflow from investing activities                                       (117.8)      (95.4)
 Net cash inflow before financing activities                                      (1.2)        60.3

 Cash flows from financing activities
 Proceeds from borrowings                                                         274.3        134.8
 Repayment of borrowings                                                          (144.2)      (13.0)
 Payment of lease liabilities (principal) ((1))                                   (16.7)       (15.2)
 Cash inflow relating to derivatives                                              1.2          -
 Purchase of ESOP shares                                                          -            (17.1)
 Share buyback                                                                    (34.8)       (63.4)
 Dividends paid to owners of the Parent                                7          (57.9)       (61.1)
 Dividends paid to non-controlling shareholders                                   (1.7)        (2.5)
 Net cash outflow from financing activities((1))                                  20.2         (37.5)
 Net increase in cash and cash equivalents                             8          19.0         22.8
 Cash and cash equivalents at 1 January                                           178.6        160.8
 Effect of exchange rate fluctuations on cash and cash equivalents     8          (10.1)       (5.0)
 Cash and cash equivalents at 31 December                                         187.5        178.6

(1)   For the year ended 31 December 2024, Net cash inflow from operating
activities (Interest paid) and Net cash outflow from financing activities
(Payment of lease liabilities (principal)) have been updated as a result of
the reclassification of £3.0m for interest on lease liabilities to be
consistent with its presentation in 2025.

 

 

 Group Balance Sheet                                        2025         2024

 As at 31 December 2025

                                                     Notes  £m           £m
 Assets
 Property, plant and equipment                              539.2        482.6
 Intangible assets                                          747.9        690.9
 Interests in joint ventures and associates                 10.8         11.0
 Deferred tax assets                                        102.3        109.9
 Other receivables                                          26.6         26.7
 Investments                                                -            0.2
 Derivative financial instruments                           -            1.1
 Employee benefits - net surpluses                   10     35.5         34.1
 Total non-current assets                                   1,462.3      1,356.5

 Cash and short-term deposits                        8      190.6        186.4
 Trade and other receivables                                451.0        438.9
 Inventories                                                287.3        295.4
 Income tax receivable                                      18.8         12.9
 Derivative financial instruments                    14     0.1          3.6
 Total current assets                                       947.8        937.2
 Total assets                                               2,410.1      2,293.7

 Liabilities
 Interest-bearing borrowings                         8      24.3         80.4
 Trade and other payables                                   359.7        363.4
 Income tax payable                                         7.5          6.6
 Provisions                                          13     11.6         10.3
 Derivative financial instruments                    14     0.2          0.1
 Total current liabilities                                  403.3        460.8
 Interest-bearing borrowings                         8      617.6        439.8
 Other payables                                             5.3          6.9
 Provisions                                          13     54.0         54.8
 Deferred tax liabilities                                   23.2         16.3
 Derivative financial instruments                    14     1.0          -
 Employee benefits - net liabilities                 10     67.1         71.5
 Total non-current liabilities                              768.2        589.3
 Total liabilities                                          1,171.5      1,050.1

 Net Assets                                                 1,238.6      1243.6

 

 Equity
 Issued share capital                                     25.5         26.4
 Retained earnings                                        2,610.4      2,645.7
 Other reserves                                           (1,511.7)    (1,503.7)
 Equity attributable to the owners of the parent          1,124.2      1,168.4
 Non-controlling interests                                114.4        75.2
 Total equity                                             1,238.6      1,243.6

 

 

 

 

Group Statement of Changes in Equity

 

 For the year ended 31 December 2025                        Issued share capital  Other reserves  Retained earnings      Owners of the parent  Non-controlling interests  Total equity

                                                            £m                    £m              £m                     £m                    £m                         £m
 As at 1 January 2024                                       27.7                  (1,464.6)       2, 691.2               1, 254.3              65.9                       1,320.2

 Profit                                                     -                     -               87.2                   87.2                  13.1                       100.3
 Other comprehensive income/(loss), net of income tax       -                     (40.5)          2.8                    (37.7)                (1.3)                      (39.0)
 Total comprehensive income/(loss)                          -                     (40.5)          90.0                   49.5                  11.8                       61.3

 Share-based payments                                       -                     -               6.2                    6.2                   -                          6.2
 Purchase of ESOP shares                                    -                     -               (17.1)                 (17.1)                -                          (17.1)
 Share buyback                                              (1.3)                 1.4             (63.5)                 (63.4)                -                          (63.4)
 Dividends paid (Note 7)                                    -                     -               (61.1)                 (61.1)                (2.5)                      (63.6)
 Total transactions with owners                             (1.3)                 1.4             (135.5)                (135.4)               (2.5)                      (137.9)

 As at 31 December 2024                                     26.4                  (1,503.7)       2,645.7                1,168.4               75.2                       1,243.6

 Profit                                                     -                     -               52.2                   52.2                  12.6                       64.8
 Other comprehensive income/(loss), net of income tax       -                     (40.7)          2.2                    (38.5)                (9.4)                      (47.9)
 Total comprehensive income/(loss)                          -                     (40.7)          54.4                   13.7                  3.2                        16.9

 Share-based payments                                       -                     -               3.0                    3.0                   -                          3.0
 Acquisitions (Note 12)                                     -                     -               -                      -                     13.9                       13.9
 Issue of shares to non-controlling interest (Note 12)      -                     31.8            -                      31.8                  23.8                       54.7
 Share buyback                                              (0.9)                 0.9             (34.8)                 (34.8)                -                          (34.8)
 Dividends paid (Note 7)                                    -                     -               (57.9)                 (57.9)                (1.7)                      (59.6)
 Total transactions with owners                             (0.9)                 32.7            (89.7)                 (57.9)                36.0                       (21.9)

 As at 31 December 2025                                     25.5                  (1,511.7)       2,610.4                1,124.2               114.4                      1,238.6

Notes to the Group Financial Statements

1              Basis of preparation
1.1   Basis of preparation

The financial information in this preliminary announcement has been extracted
from the audited Group Financial Statements for the year ended 31 December
2025 and does not constitute statutory accounts within the meaning of section
434 of the Companies Act 2006. The Group Financial Statements and this
preliminary announcement were approved by the Board of Directors on 11 March
2026.

The auditors have reported on the Group Financial Statements for the years
ended 31 December 2025 and 31 December 2024 under section 495 of the Companies
Act 2006. The auditors' reports are unqualified and do not contain a statement
under section 498(2) or (3) of the Companies Act 2006. The Group's statutory
financial statements for the year ended 31 December 2024 have been filed with
the Registrar of Companies and those for the year ended 31 December 2025 will
be filed following the Company's Annual General Meeting.

The Group financial statements have been prepared in accordance with
UK-adopted international accounting standards (IFRS) and with the requirements
of the Companies Act 2006 as applicable to companies reporting under those
standards. The financial statements have been prepared under the historical
cost convention, with the exception of fair value measurement applied to
defined benefit pension plans, investments, share-based payments and
derivative financial instruments.

The same accounting policies, presentation and computation methods are
followed in this preliminary announcement as in the preparation of the Group
Financial Statements. The accounting policies have been applied consistently
by the Group.

1.2          Going concern

The Group's available liquidity stood at £386.1m at 31 December 2025, down
from £389.0m at 31 December 2024. The Directors have prepared cash flow
forecasts for the Group for the period to 30 June 2027. These forecasts
reflect an assessment of current and future end-market conditions, and their
impact on the Group's future trading performance.

 

The Directors have also considered a severe but plausible downside scenario,
based on a combination of lower business activity and lower profitability over
the going concern period. This downside scenario assumes:

·      a decline in business activity level in 2026 and 2027 by 5%
compared to 2025 performance,

·      a decline in profitability (Return on Sales) of 1.5% compared to
2025 performance,

·    working capital intensity increases by 1.5% vs 2025

 

On a full-year basis relative to 2025, this implies a c.22% decline in Trading
Profit.

The Group has two covenants; net debt / EBITDA (under 3.25x) and an interest
cover requirement of at least 4.0x. In this downside scenario, the forecasts
show that the Group's maximum net debt / EBITDA (pre-IFRS 16 in-line with the
covenant calculation) does not exceed 1.9x, compared to a leverage covenant of
3.25x, and the minimum interest cover reached is 17x compared to a covenant
minimum of 4.0x.

 

The forecasts, including the severe but plausible downside scenario, show that
the Group will be able to operate within its current committed debt facilities
and continue to comply with the Group's debt covenants. On the basis of the
exercise described above and the Group's available committed debt facilities,
the Directors consider that the Group and the Company have adequate resources
to continue in operational existence for the period at least to 30 June 2027.
Accordingly, they continue to adopt the going concern basis in preparing the
financial statements.

1.3  Presentational currency

The financial statements are presented in millions of pounds sterling, which
is the presentational currency of the Group and the company and rounded to one
decimal place. Foreign operations are included in accordance with the policies
set out in Note 15.

1.4   Disclosure of "separately reported items"

The Group separately discloses certain items on the face of the income
statement using a columnar presentation, as the Directors consider that this
assists in understanding the trading performance of the business and in making
projections of future results.

 

Such items may include significant items which occur infrequently, such as
major restructuring activity, and those that are not

closely related to trading activity, such as amortisation charges relating to
acquired intangible assets, costs associated with M&A

activity, profits or losses arising on the disposal of operations, and the
taxation effect of such items.

1.5          New and revised IFRS

None of the new standards, amendments or interpretations that became effective
in the period had a material impact on the Group, and none of the standards
which have been issued but are not yet effective are expected to have a
material impact on the Group.

2       Segment information

Operating segments

The Group's operating segments are determined taking into consideration how
the Group's components are reported to the Group's Chief Executive Officer,
who make the key operating decisions and are responsible for allocating
resources and assessing performance of the component. Taking into account the
Group's management and internal reporting structure, the operating segments
are Steel Flow Control, Steel Advanced Refractories, Steel Sensors &
Probes and Foundry division. The principal activities of each of these
segments are described in the Operational Review.

Steel Flow Control, Steel Advanced Refractories and Steel Sensors & Probes
operating segments are aggregated into the Steel reportable segment. In
determining that aggregation is appropriate, judgement is applied which takes
into account the economic characteristics of these operating segments which
include a similar nature of products, customers, production processes and
margins.

 

 Segmental analysis                                    2025
                                                       Flow Control  Advanced Refractories  Sensors        Steel    Foundry  Total

                                                                                            & Probes
                                                                                                           £m       £m       £m
 Segment revenue                                       750.9         555.6                  36.1           1,342.6  466.9    1,809.5

 Segment adjusted EBITDA *                                                                                 168.0    48.9     216.9
 Segment depreciation and amortisation                                                                     (48.0)   (17.8)   (65.8)
 Segment trading profit/adjusted operating profit                                                          120.0    31.1     151.1
 Return on sales                                                                                           8.9%     6.7%     8.4%

 Cost reduction programme expenses                                                                         (12.3)   (6.6)    (18.9)
 Acquisition and integration expenses                                                                      (3.6)    (3.4)    (7.0)
 Amortisation of acquired intangible assets                                                                                  (10.6)
 Operating profit                                                                                                            114.6
 Net finance costs                                                                                                           (18.4)
 Share of post-tax profit of joint ventures                                                                                  1.0
 Profit before tax                                                                                                           97.2
 Capital expenditure                                                                                       75.8     23.8     99.6
 Inventory                                                                                                 231.7    55.6     287.3
 Trade receivables                                                                                         273.8    87.4     361.2
 Trade payables                                                                                            183.5    64.8     248.3

 

 

 Segmental analysis                                        2024
                                                           Flow Control  Advanced Refractories  Sensors        Steel    Foundry  Total

                                                                                                & Probes
                                                                                                               £m       £m       £m
 Segment revenue                                           769.0         535.6                  39.2           1,343.8  476.3    1,820.1

 Segment adjusted EBITDA *                                                                                     197.2    53.0     250.2
 Segment depreciation and amortisation                                                                         (44.2)   (18.0)   (62.2)
 Segment trading profit/adjusted operating profit                                                              153.0    35.0     188.0
 Return on sales                                                                                               11.4%    7.4%     10.3%

 Cost reduction programme expenses                                                                             (5.8)    (8.8)    (14.6)
 Provision for future water treatment at disused mine                                                                            (9.7)
 Amortisation of acquired intangible assets                                                                                      (10.0)
 Operating profit                                                                                                                153.7
 Net finance costs                                                                                                               (16.2)
 Share of post-tax profit of joint ventures                                                                                      1.1
 Profit before tax                                                                                                               138.6
 Capital expenditure                                                                                           92.2     23.9     116.1
 Inventory                                                                                                     241.7    53.7     295.4
 Trade receivables                                                                                             259.7    82.0     341.7
 Trade payables                                                                                                180.1    61.6     241.7

* Adjusted EBITDA is defined in note 15.13

3       Separately reported items

Cost reduction programme expenses

In November 2023 the Group initiated an efficiency programme with the aim of
realising recurring cash cost savings. The programme covers all of the Group's
activities worldwide and focuses on operational improvement, lean initiatives,
automation and digitalisation as well as further optimisation of the
manufacturing footprint.

 

Cost reduction programme expenses are excluded from adjusted performance and
shown as separately reported items outside of Trading Profit (adjusted
operating profit), allowing for a clear measure of the Group's operating
performance.

 

During 2025, cost reduction programme expenses reported as separately reported
items were £18.9m (2024: £14.6m). The charges reflect redundancy costs of
£10.2m (2024: £10.8m), other closure & professional expenses of £4.8m
(2024: £2.2m), and non-cash asset impairments of £3.9m (2024: £1.6m). The
net tax credit attributable to these cost reduction programme expenses was
£4.7m (2024: £2.6m).

 

Acquisition and integration expenses of £7.0m (2024: £nil) have been drawn
out as a separately reported item. As these expenses are not related to
current trading, separate disclosure will assist users in better understanding
financial performance.

 

4       Net finance costs
                                                                     2025     2024
                                                                     £m       £m
 Interest payable on borrowings
 Loans, overdrafts and factoring arrangements                        18.2     19.3
 Interest on lease liabilities                                       2.7      3.0
 Amortisation of capitalised borrowing costs                         1.5      1.0
 Total interest payable on borrowings                                22.4     23.3
 Interest on net retirement benefits obligations                     1.2      1.6
 Adjustments to discounts on provisions and other liabilities        3.0      2.2
 Adjustments to discounts on receivables                             (1.2)    (1.2)
 Interest income                                                     (7.0)    (9.7)
 Total net finance costs                                             18.4     16.2

 

Within the table above, total finance costs are £26.6m (2024: £27.1m) and
total finance income is £8.2m (2024: £10.9m).

5       Income tax

The Group's adjusted effective tax rate, based on the income tax costs
associated with adjusted performance of £36.5m (2024: £47.2m), was 27.5%
(2024: 27.5%).

 

The Group's total income tax costs include a credit on separately reported
items of £4.1m (2024: £8.9m), which primarily relates to the amortisation of
acquired intangible assets and cost reduction programme expenses.

 

The net tax charge reflected in the Group Statement of Comprehensive Income in
the year amounted to £2.2m (2024: £0.8m), which primarily relates to tax on
net actuarial gains and losses on pensions.

 

6       Earnings per share ("EPS")
6.1   Earnings for EPS

Basic and diluted EPS from continuing operations are based upon the profit
attributable to owners of the parent, as reported in the Group Income
Statement. The table below reconciles these different profit measures.

                                                                   2025     2024
                                                                   £m       £m
 Profit attributable to owners of the parent                       52.2     87.2
 Adjustments for separately reported items:
 Cost reduction programme expenses                                 18.9     14.6
 Acquisition and integration expenses                              7.0      -
 Provision for future water treatment at disused mine              -        9.7
 Amortisation of acquired intangible assets                        10.6     10.0
 Income tax (credit)/charge                                        (4.1)    (8.9)
 Adjusted profit attributable to owners of the parent              84.6     112.6

6.2   Weighted average number of shares
                                                            2025        2024
                                                            millions    millions
 For calculating basic and adjusted EPS                     247.1       260.0
 Adjustment for potentially dilutive ordinary shares        3.0         3.7
 For calculating diluted and diluted adjusted EPS           250.1       263.7

 

For the purposes of calculating diluted and diluted adjusted EPS, the weighted
average number of ordinary shares is adjusted to include the weighted average
number of ordinary shares that would be issued on the conversion of all
potentially dilutive ordinary shares expected to vest, relating to the
Company's share-based payment plans. Potential ordinary shares are only
treated as dilutive when their conversion to ordinary shares would decrease
EPS or increase loss per share.

6.3   Per share amounts
                                                                                             2025   2024
                                                                                             pence  pence
 Earnings per share - reported basic                                                         21.1   33.5
                                    -                                                        20.9   33.1
 reported diluted

                                    -                                                        34.2   43.3
 adjusted basic((1))
                                    -                                                        33.8   42.7
 adjusted diluted((1))

((1)) For definition of adjusted earnings per share, refer to Note 15.

7       Dividends
                                                                                     2025    2024
                                                                                     £m      £m
 Amounts recognised as dividends and paid to equity holders during the period
 Final dividend for the year ended 31 December 2023 of 16.20p per ordinary           -       42.7
 share
 Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary          -       18.4
 share
 Final dividend for the year ended 31 December 2024 of 16.40p per ordinary           40.4    -
 share
 Interim dividend for the year ended 31 December 2025 of 7.10p per ordinary          17.5    -
 share
                                                                                     57.9    61.1

 

In addition to the above dividends, since year end the Directors have
recommended the payment of a final dividend of 16.50

pence (2024: 16.40 pence) per ordinary share (TDIM: VSVS and ISIN:
GB00B82YXW83).

 

This is subject to approval by shareholders at the Company's Annual General
Meeting on 28 May 2026. If approved, the dividend is expected to be paid on 6
July 2026 to holders of ordinary shares on the register on 29 May 2026. The
ordinary shares will be quoted ex-dividend on 28 May 2026. Any shareholder
wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to
have submitted their election to do so by 12 June 2026.

 

8       Reconciliation of movement in net debt
                                            Balance as at   Foreign exchange adjustments   Fair value  Non-cash movements((1))  Cash flow((2))  Balance as at 31 Dec 2025

                                            1 Jan 2025                                     gains/

                                                                                           (losses)
                                            £m             £m                              £m          £m                       £m              £m
 Cash and cash equivalents
 Cash at bank and in hand                   186.4          (9.9)                           -           -                        14.1            190.6
 Bank overdrafts                            (7.8)          (0.2)                           -           -                        4.9             (3.1)
                                            178.6          (10.1)                          -           -                        19.0            187.5
 Borrowings, excluding bank overdrafts      (513.2)        (2.3)                           -           (9.2)                    (116.9)         (641.6)

 Capitalised arrangement fees               0.8            -                               -           (1.5)                    3.5             2.8
 Derivative financial instruments           4.6            1.2                             (5.7)       -                        (1.2)           (1.1)
 Net debt                                   (329.2)        (11.2)                          (5.7)       (10.7)                   (95.6)          (452.4)

 

                                            Balance as at   Foreign exchange adjustments   Fair value  Non-cash movements  Cash flow((2))  Balance as at 31 Dec 2024

                                            1 Jan 2024                                     gains/

                                                                                           (losses)
                                            £m             £m                                          £m                  £m              £m
 Cash and cash equivalents
 Cash at bank and in hand                    164.2         (5.1)                           -           -                   27.3            186.4
 Bank overdrafts                             (3.4)         0.1                             -           -                   (4.5)           (7.8)
                                             160.8         (5.0)                           -           -                   22.8            178.6
 Borrowings, excluding bank overdrafts       (400.6)       9.2                             -           (18.2)              (103.6)         (513.2)

 Capitalised arrangement fees                1.8           -                               -           (1.0)               -               0.8
 Derivative financial instruments            0.5           -                               4.1         -                   -               4.6
 Net debt                                    (237.5)       4.2                             4.1         (19.2)              (80.8)          (329.2)

 

(1)  £8.4m (2024: £15.2m) of new leases were entered into during 2025 and
£0.7m (2024: £nil) of leases were acquired (note 14).

(2)  Borrowings, excluding bank overdrafts include proceeds from borrowings,
repayment of borrowings and payment of lease liabilities.

The Group routinely rolls over the principal of borrowings drawn under the
committed syndicated bank facility. The procedure may be repeated, depending
on liquidity requirements of the Group, until maturity date of the credit
facility.

During the year the Group refinanced its committed syndicated bank facility.
The refinancing was contractually structured as repayment and extinguishment
of the existing facility of £385m and the utilisation of the replacement
facility of £475m, executed on 21st February 2025. The commitments under the
replacement facility were subsequently increased to £522.5m with effect from
30th May 2025. The settlement of principal amounts was performed by the
facility agent on behalf of the participating banks and did not result in any
cash inflows or outflows through accounts controlled by the Group.

 

Lease liabilities and associated right of use assets

                                                                               2025    2024
 The carrying amounts of lease liabilities and the movements during the year:  £m      £m
 As at 1 Jan                                                                   46.2    48.2
 Exchange adjustments                                                          (0.3)   (2.0)
 Capital expenditure additions                                                 8.4     15.2
 Acquired through business combinations                                        0.7     -
 Interest on lease liabilities                                                 2.7     3.0
 Payment of lease liabilities                                                  (19.4)  (18.2)

 As at 31 December
 
                                     38.3
     46.2

 

                                                                                 2025  2024
 The following are the amounts recognised in the consolidated income statement:  £m    £m
 Depreciation charge                                                             15.3  15.6
 Interest on lease liabilities                                                   2.7   3.0
 Expense relating to short-length leases                                         1.8   2.4
 Expense relating to leases of low-value items                                   0.7   0.6

 
 
 
                 20.5                    21.6

                                                                           Land & buildings      Plant & equipment      Total

 The carrying amounts of right-of-use assets recognised and the movements  £m                    £m                     £m
 during the year:
 As at 1 Jan 2024                                                          37.1                  20.5                   57.6
 Exchange adjustments                                                      (1.0)                 (0.6)                  (1.6)
 Capital expenditure additions                                             4.0                   11.2                   15.2
 Disposals                                                                 (0.2)                 (0.7)                  (0.9)
 Depreciation charge                                                       (6.1)                 (9.5)                  (15.6)
 As at 31 Dec 2024 and 1 Jan 2025                                          33.8                  20.9                   54.7
 Exchange adjustments                                                      (1.3)                 0.1                    (1.2)
 Capital expenditure additions                                             4.2                   4.2                    8.4
 Acquired through business combinations                                    0.4                   0.6                    1.0
 Disposals                                                                 (2.3)                 (0.5)                  (2.8)
 Depreciation charge                                                       (5.8)                 (9.5)                  (15.3)
 Impairment charge                                                         (0.1)                 -                      (0.1)
 As at 31 Dec 2025                                                         28.9                  15.8                   44.7

 

9          Cash generated from operations

                                                                      2025        2024
                                                                      £m          £m
 Operating profit                                                     114.6       153.7
 Adjustments for:                                                     -
 Cost reduction programme expenses                                    18.9        14.6
 Acquisition and integration expenses                                 7.0         -
 Provision for future water treatment at disused mine                 -           9.7
 Amortisation of acquired intangible assets                           10.6        10.0
 Trading profit (adjusted operating profit)                           151.1       188.0

 (Profit)/loss on disposal of fixed assets                            (3.7)       (2.2)
 Depreciation                                                         63.5        60.9
 Amortisation of software                                             2.3         1.3
 Defined benefit retirement plans net charge                          5.2         5.0
 Net (increase)/decrease in inventories                               10.8        (14.3)
 Net (increase)/decrease in trade receivables                         (19.8)      1.9
 Net increase in trade payables                                       7.6         11.8
 Net decrease in other working capital((1))                           (14.2)      (16.6)
 Defined benefit retirement plans cash outflows                       (9.7)       (9.4)
 Outflow related to cost reduction programme                          (16.0)      (7.9)
 Outflow related to restructuring charges                             (0.4)       (1.0)
 Outflow related to acquisition and integration expenses              (2.6)       -
 Water treatment at disused mine cash outflows                        (0.7)       (0.8)

 Cash generated from operations                                       173.4       216.7

(1)    Net increase/(decrease) in other working capital includes a movement
in notes receivable of £8.6m in 2025 arising from a reduction in bankers
drafts in China.

10     Employee benefits

The net employee benefits liability as at 31 December 2025 was £31.6m (2024:
£37.4m) derived from an actuarial valuation of the Group's defined benefit
pension and other post-retirement obligations as at that date.

All the liabilities in the UK were insured following a buy-in agreement with
Pension Insurance Corporation plc ("PIC") in 2021. This buy-in agreement
secured an insurance asset from PIC that matches the remaining pension
liabilities of the UK Plan, with the result that the Company no longer bears
any investment, longevity, interest rate or inflation risks in respect of the
UK Plan.

 

                                                      2025      2024
                                                      £m        £m
 Employee benefits - net surpluses
 UK defined benefit pension plans                     32.4      31.8
 ROW defined benefit pension plans                    3.1       2.3
 Net surpluses                                        35.5      34.1

 Employee benefits - net liabilities
 UK defined benefit pension plans                     (1.0)     (1.0)
 US defined benefit pension plans                     (10.1)    (12.1)
 Germany defined benefit pension plans                (36.6)    (38.1)
 ROW defined benefit pension plans                    (10.4)    (11.0)
 Other post-retirement long-term benefit plans        (9.0)     (9.3)
 Net liabilities                                      (67.1)    (71.5)
 Total net liabilities                                (31.6)    (37.4)

 

The expense recognised in the Group Income Statement in respect of the Group's
defined benefit retirement plans and other post-retirement benefit plans is
shown below.

                                                                                                                           2025    2024
                                                                                                                           £m      £m
 In arriving at trading profit (adjusted operating profit)  - within cost of sales                                         1.0     1.1
                                                            - within administration, selling and distribution costs        4.0     3.9
 In arriving at profit before tax                           - within net finance costs                                     1.2     1.6
 Total net charge                                                                                                          6.2     6.6

 

11     Related parties

All transactions with related parties are conducted on an arm's length basis
and in accordance with normal business terms. Transactions between related
parties that are Group subsidiaries are eliminated on consolidation.

                                                  2025  2024
 Transactions with joint ventures and associates  £m    £m
 Sales to joint ventures                          3.9   4.2
 Purchases from joint ventures                    25.3  27.1
 Dividends received                               0.9   0.7
 Trade payables owed to joint ventures            8.5   8.1
 Trade receivables due from joint ventures        0.9   1.0

 

12        Acquisitions

Piromet AS

On 28 February 2025 the Group acquired a 61.65% stake in Piromet AS, a Turkish
refractory business, for £21.9m. The acquisition will strengthen the Group's
Advanced Refractory business in the fast-growing region of EEMEA and will also
allow the Group to leverage Piromet's expertise in robotics and gunning
worldwide.

 

Fair values of the assets and liabilities recognised as a result of the
acquisition are as follows:

                                                                         £m
 Cash and short term deposits                                            1.7

 Property, plant and equipment                                           14.3

 Intangible assets (customer relationships and non-compete agreements)   7.6

 Inventories                                                             3.2

 Trade and other receivables                                             4.2

 Trade and other payables                                                (6.9)

 Income tax payable                                                      (2.7)

Deferred tax liabilities
(4.1)

Net identifiable assets acquired
17.3

 Goodwill                                                                11.2

 Less: non-controlling interest                                          (6.6)
 Consideration                                                           21.9

 

The goodwill is attributable to Piromet's reputation in the marketplace and
the synergies that Vesuvius expects to gain from integrating its robotics and
gunning into the Advanced Refractories cash generating unit.

Identifiable intangible assets acquired are customer relationships of £7.1m
and non-compete arrangements with former Directors of £0.5m and are expected
to be tax deductible.

In the period since acquisition, Piromet has contributed £14.9m to revenue
and £1.2m to operating profit.

The net cash outflow on acquisition is £20.2m, being cash consideration of
£21.9m less cash and cash equivalents acquired of £1.7m.

 

Molten Metal Systems

On 12 November 2025 the Group acquired the Molten Metal Systems ('MMS')
business from Morgan Advanced Materials Plc ('Morgan') for £75.2m. This
brings industry-leading technology in crucibles to our Foundry business,
accelerating our exposure to the faster-growing non-ferrous market, together
with increased exposure to the fast-growing Indian market. A 75.0% stake of
the MMS business in India was acquired through the issue of 1,150,800 shares
in Foseco India Limited ('FIL') to the previous shareholders of Morganite
Crucible (India) Limited ('MCIL') with a total value of £54.7m.

 

100% of the MMS businesses in Germany, China and the United States (Rest of
World, 'ROW') were acquired for cash consideration of £20.5m.

 

Provisional fair values of the assets and liabilities recognised as a result
of the acquisition are as follows:

                                                           £m
 Cash and short-term deposits                              3.2

 Property, plant and equipment                             30.2

 Intangible assets (customer relationships & brands)       14.7

 Inventories                                               5.1

 Trade and other receivables                               7.5

 Income tax receivable                                     0.5

 Trade and other payables                                  (7.6)

 Interest bearing borrowings                               (0.7)

Deferred tax liabilities                                 (5.4)

Net identifiable assets acquired
47.5

 Goodwill
34.7

 Less: non-controlling interest                            (7.0)
 Consideration                                             75.2

 

The goodwill is attributable to MMS's reputation in the marketplace and the
synergies that Vesuvius expects to gain from gain from integrating its
non-ferrous operations into the Foundry cash generating unit.

Identifiable intangible assets acquired are customer relationships of £10.2m
and brands of £4.5m and are expected to be tax deductible.

The fair value accounting of this acquisition is provisional pending final
determination of the fair value of the assets and liabilities acquired, as
valuations have not yet been finalised. Any adjustments to the fair values
recognised will be made within 12 months of the acquisition date.

In the period since acquisition, MMS has contributed £7.6m to revenue and
£1.9m to operating profit.

The net cash outflow on acquisition was £17.3m, being cash consideration of
£20.5m less cash and cash equivalents acquired of £3.2m.

If the acquisition had occurred on 1 January, consolidated pro-forma revenue
and trading profit for the year ended 31 December 2025 would have been
£1,849.3m and £158.2m respectively.

Pursuant to the Mandatory Tender Offer, which was completed on 13 January
2026, FIL acquired 99,081 additional shares in MCIL, representing 1.76% of the
issued share capital. FIL is required to sell sufficient share to reduce its
holding in MCIL below 75% by 23 January 2027. At 31 December 2025 the Group
elected not to recognise a liability for this additional share purchase.

 

 

Other acquisitions

A further immaterial acquisition was made in 2025, for cash consideration of
for £1.4m. The consideration represented £0.8m intangible assets (customer
relationships), £0.3m property, plant and equipment and £0.3m goodwill.

 

Non-controlling interests

The group recognises non-controlling interests in an acquired entity either at
fair value or at the non-controlling interest's proportionate share of the
acquired entity's net identifiable assets. This decision is made on an
acquisition-by-acquisition basis. For the non-controlling interests in Piromet
AS and Molten Metal Systems, the group elected to recognise the
non-controlling interests at their proportionate share of the acquired net
identifiable assets.

During the year £13.9m has been recognised in respect of the non-controlling
interests share of the identifiable net assets acquired. For the MMS
acquisition, the issue of shares resulted in a £23.8m increase in
non-controlling interest.

 

13        Provisions
                                                                                     Disposal, closure and environmental costs  Other   Total
                                                                                     £m                                         £m      £m
 As at 1 January 2024                                                                51.9                                       6.7     58.6
 Exchange adjustments                                                                1.2                                        (0.2)   1.0
 (Release)/charge to Group Income Statement - trading profit/adjusted operating      (0.6)                                      7.5     6.9
 profit
 Charge to Group Income Statement - separately reported items                        9.7                                        2.6     12.3
 Adjustment to discount                                                              2.2                                        -       2.2
 Cash spend                                                                          (5.4)                                      (10.5)  (15.9)
 As at 31 December 2024                                                              59.0                                       6.1     65.1
                                                                                     Disposal, closure and environmental costs  Other   Total
                                                                                     £m                                         £m      £m
 As at 1 January 2025                                                                59.0                                       6.1     65.1
 Exchange adjustments                                                                (3.9)                                      -       (3.9)
 Charge to Group Income Statement - trading profit/adjusted operating profit         2.0                                        6.8     8.8
 Charge to Group Income Statement - separately reported items                        -                                          22.0    22.0
 Adjustment to discount                                                              3.0                                        -       3.0
 Cash spend                                                                          (4.7)                                      (26.9)  (31.6)
 Acquisitions (Note 12)                                                              -                                          0.9     0.9
 Transferred (to)/from other balance sheet rows                                      -                                          1.3     1.3
 As at 31 December 2025                                                              55.4                                       10.2    65.6

In assessing the probable costs and realisation certainty of provisions, or
related assets, reasonable assumptions are made. Changes to the assumptions
used could significantly alter the Directors' assessment of the value, timing
or certainty of the costs or related amounts.

14     Financial instruments

There have been no changes in the risk management policies and in the method
in which financial assets and financial liabilities are measured and presented
since year end 2024.

 

The following table summarises Vesuvius' financial instruments measured at
fair value, and shows the level within the fair value hierarchy in which the
financial instruments have been classified:

                                                                            2025                   2024
                                                                            Assets  Liabilities    Assets  Liabilities
                                                                            £m      £m             £m      £m
 Investments (Level 2)                                                      -       -              0.2     -
 Derivatives not designated for hedge accounting purposes (level 2)         0.1     (0.2)          0.1     (0.1)
 Derivatives designated for hedge accounting purposes (level 2)             -       (1.0)          4.6     -

 

All of the derivative financial instruments not designated for hedge
accounting purposes reported in the table above will mature within a year of
the balance sheet date. There were no transfers between fair value hierarchies
during the period. Fair value disclosures have not been made in respect of
other financial assets and liabilities on the basis that the carrying amount
is deemed to be a reasonable approximation of fair value.

$60m of the Group's $86m cross-currency interest rate swap (CCIRS) matured in
June 2025. The remaining $26m is scheduled to mature in June 2027. Upon
maturity of the $60m CCIRS and the corresponding $60m of US Private Placement
Loan Notes, amounts previously recognised in the cash flow hedge reserve were
reclassified to Income Statement. The reclassification had a net impact on
Income Statement of nil, as the CCIRS cash flows perfectly offset those of the
US Private Placement Loan Notes.

As at 31 December 2025, €465.0m, $30.0m and ¥3,598.9 (2024: €298.0m,
$146.0m and ¥nil) of borrowings were designated as hedges of net investments
in €465.0m, $30.0m and ¥3,598.9 (2024: €298.0m, $146.0m and ¥nil) worth
of foreign operations. In addition, the €23.2m (2024: €76.6m) CCIRS
liability has been designated as a net investment hedge of a further €23.2m
(2024: €76.6m) worth of foreign operations. All net investment hedges are
100% effective with no ineffectiveness.

As at 31 December 2025, the Group had $56.0m, €183.0m and £28.0m (£229.1m
in total) of US Private Placement (USPP) Notes outstanding (2024: $116.0m,
€198.0m and £28.0m (£284.6m in total)), which carry a fixed rate of
interest, representing 38% (2024: 60%) of the Group's total borrowings
outstanding at that date. Maturities of the corresponding USPP Notes were
disclosed in Note 25 to the 2025 Annual Report and Financial Statements.

As at 31 December 2025, the Group had committed borrowing facilities of
£751.6m (2024: £669.6m), of which £195.5m (2024: £202.5m) were undrawn. At
December 2025, 100% of these undrawn facilities was due to expire in August
2029; however in February 2026 the Group exercised its option to request an
extension to the committed syndicated bank facility and 100% of these undrawn
facilities is now due to expire in August 2030.

15           Alternative performance measures - unaudited

The Company uses a number of alternative performance measures (APMs) in
addition to those reported in accordance with IFRS. The Directors believe that
these APMs, listed below, are important when assessing financial and operating
performance of the Group and its divisions, providing management with key
insights and metrics in support of the ongoing management of the Group's
performance and cash flow. A number of these align with key performance
indicators (KPIs) and other key metrics used in the business and therefore are
considered useful to also disclose to the users of the financial statements.
The following APMs do not have a standard definition prescribed by IFRS and
therefore may not be directly comparable with similar measures presented by
other companies. Adjusted measures, (previously disclosed as 'Headline'
measures), are presented before items reported separately on the face of the
Group Income Statement.

15.1        Like-for-like measures

Like-for-like ('LFL') measures, (previously disclosed as 'Underlying'
measures), are adjusted to exclude the effects of changes in exchange rates,
business acquisitions and disposals. Reconciliations of like-for-like revenue
and like-for-like trading profit (adjusted operating profit) can be found in
the Financial Summary. Like-for-like revenue growth is one of the Group's KPIs
and provides an important measure of organic growth of the business.

15.2        Return on Sales ('ROS')

ROS is calculated as trading profit (adjusted operating profit) divided by
revenue. It is one of the Group's KPIs and is used to assess the trading
performance of Group businesses. ROS is disclosed in Note 2.

15.3        Trading profit (adjusted operating profit)

Trading profit (adjusted operating profit) is defined as operating profit
before separately reported items. It is one of the Group's key performance
indicators and is used to assess the trading performance of Group businesses.

15.4       Adjusted profit before tax

Adjusted profit before tax is calculated as the net trading profit (adjusted
operating profit), plus the Group's share of post-tax profit of joint ventures
and net finance costs associated with adjusted performance. It is used to
assess the financial performance of the Group as a whole.

15.5       Adjusted effective tax rate ('ETR')

The Group's adjusted ETR is calculated on the income tax costs associated with
adjusted performance, divided by adjusted profit before tax and before the
Group's share of post-tax profit of joint ventures and associates.

15.6        Adjusted earnings

Adjusted earnings is profit after tax before separately reported items
attributable to owners of the parent. See Note 6.

15.7       Adjusted earnings per share

Adjusted earnings per share is calculated by dividing adjusted earnings by the
weighted average number of ordinary shares in issue during the year. It is one
of the Group's key performance indicators and is used to assess the earnings
performance of the Group as a whole. It is also used as one of the targets
against which the annual bonuses of certain employees are measured. Adjusted
earnings per share is disclosed in Note 6.

15.8        Adjusted operating cash flow

Adjusted operating cash flow is cash generated from operations before cash
separately reported items and after deducting capital expenditure net of
proceeds from asset disposals. It is used in calculating the Group's cash
conversion.

                                                                     2025    2024

                                                                     £m      £m
 Cash generated from operations                                      173.4   216.7

 Add: Outflows relating to restructuring charges                     0.4     1.0
 Add: Outflows relating to cost reduction programme expenses         16.0    7.9
 Add: Outflows relating to acquisition and integration expenses      2.6     -
 Add: Outflows relating to water treatment at disused mine           0.7     0.8
 Less: Purchases of property, plant & equipment                      (78.1)  (88.1)
 Less: Purchases of intangible assets                                (12.3)  (12.7)
 Add: Proceeds from the sale of property, plant and equipment        9.4     4.3
 Add: Proceeds from the sale of investments                          1.2     -
 Add: Proceeds from the sale of associates                           -       0.4
 Adjusted operating cash flow                                        113.3   130.3
 Trading Profit (adjusted operating profit)                          151.1   188.0
 Cash Conversion                                                     75%     69%

 

15.9        Cash conversion

Cash conversion is calculated as adjusted operating cash flow divided by
trading profit (adjusted operating profit). It is useful for measuring the
rate at which cash is generated from trading profit (adjusted operating
profit). It is also used as one of the targets against which the annual
bonuses of certain employees are measured. The calculation of cash conversion
is detailed in Note 15.8 above.

15.10     Free cash flow

Free cash flow is defined as net cash flow from operating activities after net
outlays for the purchase and sale of property, plant and equipment, dividends
from joint ventures and dividends paid to non-controlling shareholders. It is
one of the Group's KPIs and is used to assess the cash generation of the Group
and is one of the measures used in monitoring the Group's capital.

                                                            2025    2024(1)

                                                            £m      £m
 Net cash inflow from operating activities                  116.6   155.7

 Purchases of property, plant & equipment                   (78.1)  (88.1)
 Purchases of intangible assets                             (12.3)  (12.7)
 Proceeds from the sale of property, plant and equipment    9.4     4.3
 Proceeds from the sale of investments                      1.2     -
 Proceeds from the sale of associates                       -       0.4
 Dividends received from joint ventures                     0.9     0.7
 Dividends paid to non-controlling shareholders             (1.7)   (2.5)
 Free cash flow                                             36.0    57.8

(1)    For the year ended 31 December 2024, Net cash inflow from operating
activities (Interest paid) and Net cash outflow from financing activities
(Payment of lease liabilities (principal)) have been updated as a result of
the reclassification of £3.0m for interest on lease liabilities to be
consistent with its presentation in 2025.

15.11     Trade working capital intensity

Trade working capital intensity is calculated as the percentage of average
trade working capital balances to the total revenue for the previous 12
months, at constant currency. Average trade working capital (comprising
inventories, trade receivables and trade payables) is calculated as the
average of the 13 previous month-end balances. It is one of the Group's key
performance indicators and is used to assess the control of working capital,
which is a key variable component in achieving our ROIC target. It is also
used as one of the targets against which the annual bonuses of certain
employees are measured.

                                    2025     2024

                                    £m       £m
 Average trade working capital      424.0    416.5
 Total revenue                      1,809.5  1,820.1
 Trade working capital intensity    23.4%    22.9%

 

15.12     Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)

Adjusted EBITDA is calculated as the total of trading profit (adjusted
operating profit) before depreciation and amortisation of non-acquired
intangibles charges. It is used in the calculation of the Group's interest
cover and net debt to adjusted EBITDA ratios. A reconciliation of adjusted
EBITDA is included in Note 2.

 

15.13     Net interest payable on borrowings

Net interest payable on borrowings is calculated as total interest payable on
borrowings less finance income, excluding interest on net retirement benefit
obligations, adjustments to discounts and any item separately reported. It is
used in the calculation of the Group's interest cover ratio.

                                                  2025   2024

                                                  £m     £m
 Total interest payable on borrowings (note 4)    22.4   23.3
 Interest income (note 4)                         (7.0)  (9.7)
 Net interest payable on borrowings               15.4   13.6

 

15.14     Interest cover

Interest cover is the ratio of adjusted EBITDA to net interest payable on
borrowings for the last 12 months. It is one of the Group's key performance
indicators and is used to assess the profit available to service the Group's
interest costs. This measure is also a component of the Group's covenant
calculations.

                                       2025   2024

                                       £m     £m
 Adjusted EBITDA (note 2)              216.9  250.2
 Net interest payable on borrowings    15.4   13.6
 Interest cover                        14.1x  18.4x

 

15.15     Net debt

Net debt comprises the net total of current and non-current interest-bearing
borrowings (including IFRS16 lease liabilities), cash and short-term deposits
and the fair value of derivative financial instruments. Net debt is a measure
of the Group's net indebtedness to banks and other external financial
institutions. A movement reconciliation in net debt is included in Note 8.

15.16     Net debt to adjusted EBITDA

Net debt to adjusted EBITDA is the ratio of net debt at the year-end to
adjusted EBITDA for the last 12 months. It is one of the Group's key
performance indicators and is used to assess the financial position of the
Group and its ability to fund future growth and is one of the measures used in
monitoring the Group's capital.

                                2025   2024

                                £m     £m
 Net debt (note 8)              452.4  329.2
 Adjusted EBITDA (note 2)       216.9  250.2
 Net debt to adjusted EBITDA    2.1x   1.3x

On a pro-forma basis, adjusting for the EBITDA contribution from acquisitions
made through the year, the balance sheet had a debt leverage ratio of 2.0x
(2024:1.3x).

15.17     Return on invested capital (ROIC)

The Group has adopted ROIC as its key measure of return from the Group's
invested capital. It is also used as one of the targets against which the
annual bonuses of certain employees are measured. In March 2025, the Board
re-defined ROIC for the purpose of remuneration targets, to exclude the impact
of goodwill and intangibles that arose on the acquisition of Foseco in 2008,
as the Remuneration Committee believes that this approach removes the
distortive effects of that acquisition and provides a clearer measure of
management performance.

ROIC is calculated as trading profit (adjusted operating profit) less
amortisation of acquired intangibles (excluding Foseco) plus share of post-tax
profit of joint ventures and associates for the previous 12 months after tax,
divided by the average invested capital. Invested capital is defined as total
assets excluding cash and non-interest-bearing liabilities, less the goodwill
and intangibles that arose under IFRS3 in respect of the Foseco acquisition in
2008. This is calculated as the average of the closing balance sheet and
opening balance sheet, at average foreign exchange rates.

                                                                                 Full year  Full year
                                                                                 2025       2024

                                                                                 £m         £m
 Average invested capital                                                        1,623.0    1,556.2
 Less: average Foseco goodwill and intangible assets                             (588.5)    (609.5)
 Adjusted average invested capital                                               1,034.5    946.7
 Trading profit/adjusted operating profit (note 15.4)                            151.1      188.0
 Amortisation of acquired intangible assets                                      (10.6)     (10.0)
 Share of post-tax profit of joint ventures and associates                       1.0        1.1
 Tax on trading profit/adjusted operating profit and amortisation of acquired    (38.6)     (48.9)
 intangible assets
 Return                                                                          102.9      130.2
 Add: amortisation of Foseco intangible assets                                   8.7        8.7
 Less: tax on amortisation of Foseco intangible assets                           (2.4)      (2.4)
 Adjusted return                                                                 109.2      136.5

 ROIC                                                                            6.3%       8.4%
 ROIC excluding Foseco goodwill and intangible assets                            10.5%      14.4%

15.18     Liquidity

Liquidity is the Group's cash and short-term deposits plus undrawn committed
debt facilities less cash used as collateral on loans and any gross up of cash
in notional cash pools.

 

                                      2025   2024

                                      £m     £m
 Cash and short term deposits         190.6  186.4
 Undrawn committed debt facilities    195.5  202.5
 Liquidity                            386.1  388.9

16        Exchange rates

The Group reports its results in pounds sterling. A substantial portion of the
Group's revenue and profits are denominated in currencies other than pounds
sterling. It is the Group's policy to translate the income statements and cash
flow statements of its overseas operations into pounds sterling using average
exchange rates for the year reported (except when the use of average rates
does not approximate the exchange rate at the date of the transaction, in
which case the transaction rate is used) and to translate balance sheets using
year-end rates. The principal exchange rates used were as follows:

                     Income and expense             Assets and liabilities
                     Average rates                  Year-end rates
                     2025     2024     Change       2025      2024      Change
 US Dollar           1.32     1.28     3.1%         1.35      1.25      8.0%
 Euro                1.17     1.18     (0.8%)       1.15      1.21      (5.0%)
 Chinese Renminbi    9.48     9.21     2.9%         9.4       9.18      2.4%
 Japanese Yen        197.3    193.57   1.9%         211.05    196.65    7.3%
 Brazilian Real      7.36     6.89     6.8%         7.38      7.74      (4.7%)
 Indian Rupee        114.94   106.92   7.5%         121.06    107.04    13.1%
 South African Rand  23.55    23.41    0.6%         22.31     23.58     (5.4%)

 

 

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