Annual Report 2024

Growth+

Delivering our vision

Rotork is a market-leading global provider of mission-critical intelligent flow control

solutions for oil and gas, water and wastewater, power, chemical process andindustrial

applications. Rotork helps customers around the world to improve efficiency, reduce

emissions, minimise their environmental impact and assure safety. The Group employs

about 3,500 people, has assembly facilities in 15locations and serves 170 countries

through a global service network.

Contents

Strategic report

1 Highlights of 2024

2 What we do

4 Our market dynamics

6 Business model

8 Chair’s statement

10 Chief Executive Officer's statement

14 Key performance indicators

16 Investment case

17 Our strategy

24 Divisional review

30 Financial review

34 Sustainability review

67 Risk management

70 Principal risks and uncertainties

78 Viability statement

79 Task Force on Climate-related

FinancialDisclosures

86 Non-financial and sustainability

informationstatement

Corporate governance

91 Chair’s governance overview

94 Board of directors

96 Governance highlights

98 Corporate governance report, including

our Section 172(1) statement

117 Safety and Sustainability Committeereport

121 Audit Committee report

126 Nomination Committee report

131 Directors’ Remuneration report

159 Directors’ report

163 Statement of directors’ responsibilities

Financial statements

165 Independent auditor’s report

173 Consolidated income statement

Consolidated statement of

comprehensiveincome

174 Consolidated balance sheet

175 Consolidated statement

of changes in equity

177 Consolidated statement ofcashflows

178 Notes to the Group financialstatements

205 Company balance sheet

Company statement of changes in equity

206 Notes to the Company financialstatements

Other information

211 Ten year trading history

212 Share register information

213 Corporate directory

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www.rotork.com

• Revenue increased 4.9% year-on-year despite

a significant currency headwind (8.2% on an

organic constant currency basis

• Adjusted operating margins were 70bps

higher year-on-year at 23.6%.

Financial highlights

+6.1%

Orders were 6.1% higher

year-on-year (OCC)

24 744

23 724

22 682

24 754

23 719

22 642

Orders

(£m)

Revenue

(£m)

+8.2%

Revenue was 8.2% ahead

year-on-year (OCC)

24 140

23 151

22 124

24 7.75

23 7.20

22 6.70

Profit before tax

(£m)

Dividend per share

(p)

£140m

Profit before tax was

6.8%lower year-on-year

7.75p

Annual dividend increased

by7.6% year-on-year

24 15.9

23 14.6

22 12.7

Adjusted basic EPS

(p)

15.9p

Basic EPS was 12.1p

Adjusted operating

profit (£m) and margin (%)

£178m

Reported operating profit

was £136m

24 178 (23.6%)

23 164 (22.9%)

22 143 (22.3%)

Growth+

Delivering our vision

Target Segments P.18

Customer Value P.20

Innovative Products & Services P.22

The delivery of Growth+ continues and the

benefits of the strategy are evident in our

improved financial performance.

Read more inside about how our Growth+

strategy is delivering our vision.

Our Growth+ pillars

1 Adjusted figures and organic constant currency (‘OCC’) figures are alternative performance measures and are

usedconsistently throughout the Annual Report. They are defined in full and reconciled to the statutory measures

innote2to the financial statements.

rotork.com Rotork Annual Report 20241

Highlights of 2024 Strategic report Corporate governance Financial statements

rotork.com Rotork Annual Report 20241

Americas

Employees 564

Offices 9

Assembly facilities 3

Revenue

£200m

EMEA

Employees 1,872

Offices 24

Assembly facilities 10

Revenue

£307m

Asia Pacific

Employees 1,057

Offices 31

Assembly facilities 4

Revenue

£247m

Rotork is a market-leading global

provider of mission-critical intelligent

flow control solutions.

Divisional split

Global presence

Offices

Assembly facilities

Oil & Gas P.24 Chemical, Process & Industrial P.26 Water & Power P.28

The leading supplier of

electric critical duty actuators

and related services to the

global oil and gas sector

with the largest installed

base and site services team.

Our products and services

are used by customers across

their upstream, midstream

and downstream segments

to automate and electrify

processes, assure safety and

eliminate fugitive emissions.

Revenue

£355m +8% YoY

Adjusted operating margin

25.9%

A supplier of specialist

actuators and instruments

for niche applications in the

chemical, process industry

and industrial sectors. CPI

identifies and solves critical

reliability, efficiency and

safety challenges for

customers across a range

ofend markets including

speciality and other

chemicals, metals and

mining, critical HVAC,

pharmaceutical, steel

andcement.

Revenue

£205m -4% YoY

Adjusted operating margin

25.8%

Supplier of premium

actuators, predominantly

electric, and gearboxes for

applications in the water and

power generation sectors.

Our products and services

are used to solve water

management, quality and

scarcity challenges and in

climate change adaptation

and alternative energy,

aswellas to automate,

electrifyand digitalise

ourcustomers’ processes.

Revenue

£194m +10% YoY

Adjusted operating margin

29.1%

Rotork Annual Report 2024 rotork.com2

What we do Strategic report Corporate governance Financial statements

The flow-control markets Rotork serves

have great potential for growth

Typical flow control applications

Our market position is driven by our technical capabilities,

thequality and reliability of our products and services and our

reputation in the market. Our products must satisfy challenging

and complex certification requirements which differ from industry

to industry and geography to geography, meaning barriers to

entry are relatively high.

Extraction

Our products are used

in the extraction of

high-value materials

such as oil and gas,

metals and minerals

Recycling

They often play a

keyroleinrecycling

processes – for

example of reclaimed

and effluent water

Transportation

Rotork products

provide critical safety

functions during

thetransportation

offluids, e.g.

viapipelines

Storage

Our products control

the flow offluids in

and out of storage

tanks and shut them

down in anemergency

Utilisation

Our products are

regularly used in the

utilisation offluids –

for example producing

hydrogen fromwater

Heating and cooling

They are used in

severeservice HVAC

applications such as

insemiconductor

fabrication plants

anddatacentres

Recovery

Rotork products have

an important role to

play in the circular

economy, e.g. carbon

capture and storage

Processing

They are used to

automate material

processing plants,

such as refineries and

chemical facilities

rotork.com Rotork Annual Report 20243

What we do continued Strategic report Corporate governance Financial statements

Global megatrends drivingourgrowth

Our growth is driven by significant long-term megatrends, from automation

to sustainability, aswell as our own self-help initiatives.

Automation

Automation is the introduction of automatic equipment

intoprocesses to improve reliability, safety and efficiency.

Webenefit from this powerful trend as our end users

upgradefrom manually-operated to automated valves.

>90%

Over 90% of Rotork sales are into the industrial

automation and control systemsmarket and benefit

from this megatrend

Electrification

Electrification is the conversion of a machine or system to

theuse of electrical power. Electrification is occurring across

many areas of industry, including flow control and actuation,

driven by emissions reduction andneed for precise control.

>50%

Electric-powered valve actuators represented over

50% of Rotork sales in 2024

Digitalisation

Digitalisation is the use of digital technologies to develop

abusiness model and provide new value to customers.

Digitalisation is a major theme in our markets–examples

include condition monitoring and remotediagnostics.

iAM

Rotork’s Intelligent Asset Management (iAM)

system analyses actuator performance data and

uses this to provide users with value addedservices

Energy security

Energy security has risen up the global priority list and has

triggered an acceleration in infrastructure spend including in

LNG liquefaction facilities, hydrocarbon storage capacity and

plant life extensions.

£100m

LNG is a Rotork targetsegment and we

estimatethe addressable market could

growto£100m intwo to three years' time

Rotork Annual Report 2024 rotork.com4

Our market dynamics Strategic report Corporate governance Financial statements

Opportunities for Rotork

Global megatrends drivingourgrowth continued

Water scarcity

Water scarcity is resulting in greater investment in

leakdetection and monitoring as well as water re-use

andrecycling. We are well placed to benefit, for

examplethrough our CK range ofwaterproof actuators.

CK/IQ3

Intelligent actuators with remote operation can

beused to manage water network pressure,

thereby reducing leakage

Water quality

The water sector is a major user of Rotork flow control

equipment and water quality challenges present us with

opportunities, for example in network infrastructure

modernisation, wastewater treatment and desalination.

£150m

Desalination is a Rotorktarget segment and

weestimate theserviceable addressable market

atapproximately £150m

Decarbonisation

We see exciting opportunities in carbon capture utilisation

and storage, and green and blue hydrogen as well as in the

production, transportation and storage of transition bridge

fuels such as LNG and low- and zero-carbon fuels.

£10-20k

A 5MW proton exchange membrane containerised

electrolyser would typically contain £10-20k of

flow control equipment of the type we provide

Sustainability

Sustainability is the societal goal of our time –

peoplesafelycoexisting over thelongterm.

Sustainabilityisamajoropportunity for us, including

throughmethane emissions and flaring elimination.

To eliminate or reduceemissions the oil and

gassector is transitioning to electric powered

frompneumatic powered valve actuators

rotork.com Rotork Annual Report 20245

Our market dynamics continued Strategic report Corporate governance Financial statements

Opportunities for Rotork

Operating

responsibly

Enabling a

sustainable

future

Making

a positive

social

impact

Identify our customers’

automation challenges

Our customers rely on us for innovativesolutions

to control safely the flowoftheir liquids, gases

and powders. Weproactively seek out their

product andservice needs and develop solutions

thatoffer improved efficiency, assured

safetyand environmental protection and

aretailored to their precise requirements.

Innovation and development

of products and services

The innovative research and development

activities across Rotork ensure

cutting-edge products are available

for every application acrossthe markets

weserve. Our new product development

isparticularly focused on products

that help improve our customers’ efficiency

andenvironmental performance.

World class product

manufacturing

We are a global business with product

manufacturing sites located around the world.

Our factories operate to the highest

internationalstandards and supply our

qualityproducts to ourcustomers on time

andatshort notice ifrequired.

Lifecycle services

and support

We offer dedicated, expert service and

supportfrom initial inquiry to product

installation and, through Rotork

Service, long-term aftersales

care including planned and

predictive maintenance and

end-of-lifedecommissioning.

Industry-leading

application engineering

We have been widely acknowledged as the

market leader in flow control for over 60

years,recognised for our comprehensive,

high-quality range of products and solutions.

Our products are available with extensive

certifications, including for use in hazardous

areas and in safety applications.

Commitment to a

sustainable future

Read more P.30

£63m

dividends paid

rotork.com Rotork Annual Report 20247

Business model continued Strategic report Corporate governance Financial statements

objectives. This guidance underscored the

importance of evolving our culture to support

long-term success and foster an environment

where innovation and collaboration thrive.

Through this work we further defined our core

cultural DNA by identifying our key behaviours

which will drive success: We Value Our Customers,

We Grow Together and We Win as a Team.

Our cultural DNA captures what makes Rotork

unique and establishes the foundation for how

we work, interact and succeed collectively. This

evolution is a multi-year journey to create a more

connected, customer-focused and collaborative

organisation. By aligning our practices with our

new cultural values and behaviours, we are

better positioned to address challenges, seize

opportunities, and unlock our full potential.

Board engagement with employees

The Board also sought to gather the views and

opinions of employees across the company on

broader topics. We achieved this through several

initiatives. Firstly, through site visits: in 2024,

Ivisited Rotork’s site in Rochester (US), while my

Board colleagues visited Chennai (India), Winston

Salem (US), Shanghai (China), and Manchester

(UK). We toured the facilities at each location

with regional and local leaders and engaged

with a broader group of employees through

town halls and round tables. I want to thank all

the colleagues we met for their warm welcome.

Secondly, we held focused employee sessions on

customer value and met with representatives of

each intake of our graduate programme. These

interactions provided invaluable insights into our

focus areas and fostered a deeper connection

between the Board and our employees.

By directly engaging with staff at various levels

and locations, we reinforced our commitment to

a transparent and inclusive culture, ensuring that

all voices are heard and valued as we continue

togrow and evolve.

“ 2024 was the third year of our Growth+

strategy and we continue to make

strongprogress."

Dorothy Thompson, CBE

Chair

Dorothy Thompson, CBE

Chair

2024 was the third year of our Growth+

strategy. The strategy is designed to deliver

profitable growth by targeting the right market

segments, providing value to our customers,

innovating our products and services and

enabling a sustainable future.

We made strong progress during the year.

Through the Target Segments approach we

continue to identify new market areas where

Rotork can win. Target Segments sales grew 9%

year-on-year OCC in 2024, outperforming the

Group overall, and reflecting earlier successes

under this pillar. Our Customer Value initiatives

are delivering, with our new systems and processes

helping to significantly reduce the lead times of

our more commonly ordered products. Under

the Innovative Products & Services pillar the

highlights of the year were the launches of

Integrated Ethernet functionality for the IQ3

Prorange of electric actuators and of the new

Rotork website. The website launch is another

important step in improving the customer

experience that Rotork provides.

Purpose

Our Purpose, as well as our sustainability vision, is

‘keeping the world flowing for future generations’.

Our purpose is a powerful motivator and drives

everything that we do. We want to help drive the

transition to a clean future where environmental

resources are used responsibly. We have a major

role to play in the transition to a low-carbon

economy, as well as helping preserve natural

resources such as fresh water and eliminating

energy sector methane emissions.

Culture evolution

In 2024, we progressed an extensive programme

to fully understand our culture, identifying

bothits strengths and any aspects that might

constrain our future success. The programme

included workshops with 800 employees across

27 countries. The Board actively reviewed

progress over the year and provided strategic

direction to ensure alignment with our Growth+

Growth+ is delivering

Rotork Annual Report 2024 rotork.com8

Chair’s statement Strategic report Corporate governance Financial statements

Employee engagement survey

Additionally, we conducted our annual employee

survey in partnership with a third-party provider

for the first time. This new approach enables us

to benchmark against our peers, focus our

engagement activities, and accurately measure our

progress in fostering a supportive and dynamic

workplace culture. The insights gained from the

survey are instrumental in shaping our future

initiatives and ensuring that our strategies align

with the needs and aspirations of our workforce.

As we look ahead, the Board remains committed

to nurturing a culture that supports our

Growth+ strategy, ensuring that Rotork

continues to thrive and deliver exceptional

valueto our shareholders.

Dividend and capital allocation

We have a clear and disciplined capital allocation

framework. Our priorities, in order, are organic

investment, a progressive dividend, acquisitions

and other shareholder returns. We have increased

our dividend each year for over 20 years and

have completed 30 acquisitions since 2000.

Wehave demonstrated discipline and flexibility

in using buybacks and special dividends to deliver

shareholder returns, including in March 2024 the

launch of a £50m share buyback programme

which we completed in December 2024. Net

cash at period end was £125.3m (31 December

2023: £134.4m). We remain active in looking

forsuitable acquisition opportunities, consistent

with our Growth+ strategy, and post period

endagreed to acquire Noah, a South Korean

headquartered electric actuator supplier, for

anenterprise value of £44m.

The Board is recommending a final dividend of

5.00p per share. With the 2024 interim dividend

of 2.75p, the total dividend for the year is 7.75p,

a 7.6% increase on the 2023 full-year dividend.

This equals 2.1 times cover based on adjusted

earnings per share (2023: 2.0 times). Subject to

Section 172(1) Statement

In accordance with Section 172(1) of the

Companies Act 2006, we as a Board have

aduty to promote the success of Rotork for

thebenefit of Rotork's members. In doing

so, theBoard has regard for the interests of

ourpeople, the success of our relationships

withsuppliers and customers, the impact

ofour operations on thecommunity and

the environment, the desirability of

maintaining a reputation for highstandards

of business conduct and the consequences

of decisions inthe long term. Stakeholder

considerations are woven throughout all

Board discussions and decisions.

Further information on our stakeholder

engagement, can be found on pages 106

to111 of the Corporate Governance report.

Details on how we have engaged with our

stakeholders on our sustainability strategy

canbe found on page 36.

shareholder approval, the 2024 final dividend

will be paid on 3 June 2025, to ordinary

shareholders on the register at the close of

business on 25 April 2025. The last date to

electfor the Dividend Reinvestment Plan (DRIP)

is 12 May 2025.

Consistent with the Group’s stated capital

allocation policy, the Board has decided to

return a prudent level of cash to shareholders

while retaining a strong balance sheet. As a

result, Rotork will be commencing a share

buyback programme of £50m.

Board update

Tim Cobbold stepped down as a Director of

Rotork in December 2024, having been our

Senior Independent non-executive Director and

Non-executive Director for Workforce Engagement.

We would like to thank Tim for his considerable

contribution to Rotork over the last six years, and

we wish him all the best in his role as Chair of

Spirax Group plc. I am pleased that with effect

from 1 January 2025 Andrew Heath agreed

tobecome Rotork’s Senior Independent

non-executive Director, and that Vanessa Simms

agreed to become Rotork’s Non-executive

Director for Workforce Engagement.

I was pleased to recently welcome a new

non-executive director to Rotork. Svein Richard

Brandtzæg joined the Board on 20 November

2024. Svein Richard is currently Chair of

dormakaba Holding AG, a non-executive

director of Mondi plc and also Chair of the

Council on Ethics for Norges Bank Investment

Management. Svein Richard has further

strengthened the diverse mix of skills and

experience on the Board and was appointed

Chair of the Remuneration Committee with

effect from 1 January 2025.

“ The Rotork Board knows that

delivering the Group’s purpose

and strategy would not be

possible without its people.

Ourteam isexceptional and

continually focused on delivering

customer value and innovation

ineverything it does.”

Dorothy Thompson, CBE

Chair

People

The Rotork Board recognises that achieving our

purpose and delivering on our strategy are only

possible through us having an exceptional team.

Its unwavering focus on delivering customer

value and driving innovation is truly commendable.

I am proud of how our team has embraced the

Growth+ strategy and the solid results achieved

in 2024.

On behalf of the Board, I extend our heartfelt

thanks to all Rotork colleagues for their dedication

and commitment throughout the year.

Dorothy Thompson, CBE

Chair

10 March 2025

rotork.com Rotork Annual Report 20249

Chair’s statement continued Strategic report Corporate governance Financial statements

Environmental performance

Sustainability is a major focus for Rotork. Whilst

our impact in enabling our customers to improve

their environmental performance likely exceeds

the Group's environmental footprint, the latter

isno less important. Our total scope 1 and 2

(market-based) emissions decreased by 7%

in2024 compared with 2023, reflecting the

implementation of energy efficiency projects

and investment in on-site renewable generation.

Our SBTi-validated near-term greenhouse gas

(GHG) emissions reduction targets are:

• To reduce our absolute scope 1 and 2 GHG

emissions by 42% by 2030 from a 2020

baseyear.

• To reduce our absolute scope 3 GHG

emissions from the use of sold products

by25% by 2030 from a 2020 base year.

• That at least 25% of our suppliers by

emissions covering purchased goods and

services will have science-based targets

by2027.

We target net-zero by 2035 for scopes 1 and 2

and by 2045 for scope 3.

Underlining the importance we attach to

achieving our net-zero targets, scopes 1 and 2

GHG reduction targets are included in our senior

team’s long-term remuneration opportunity.

The sustainability highlight of the year was the

opening of our new China manufacturing facility

which was designed with sustainability as a key

priority and attained a LEED Gold certification.

We completed a project to decarbonise heating

at our Manchester (UK) facility. Elsewhere we

refreshed our Task Force on Climate-related

Financial Disclosures (TCFD) approach and

disclosures and commenced our preparations

forthe EU Corporate Sustainability Reporting

Directive (CSRD), including conducting our first

double materiality assessment. Rotork is rated

AAA in the MSCI ESG ratings assessment.

“ We made strong progress in 2024,

deliveringgood OCC sales growth, healthy

marginimprovement and a particularly

strong cash flow performance."

Kiet Huynh

Chief Executive Officer

Growth+ delivering our vision

In 2024, Rotork achieved significant progress,

atestament to the seamless collaboration of our

3,500-strong team. Our commitment to health,

safety, and environmental excellence remained

unwavering, delivering outstanding results once

again. We continued to advance our Growth+

strategy, with its benefits becoming increasingly

evident. Financially, we delivered a solid

performance, with revenues growing by highsingle

digits year-on-year on an organic constantcurrency

basis, and an improved adjusted operating margin.

Health, safety & wellbeing

The safety of our people, partners and visitors

isour number one priority, and our objective

forhealth and safety is zero harm. In 2024, we

recorded a lost-time injury rate of 0.08, in line

with the 0.08 recorded in 2023. Our total

recordable incident rate was 0.22 (2023: 0.26).

In 2024, we transitioned from our internally

managed pulse survey, which primarily measured

employee satisfaction, to a comprehensive

engagement survey conducted with a third-party

partner. This strategic shift allows us to benchmark

our engagement levels against industry standards

and enhance our efforts to foster meaningful

engagement across Rotork.

We were pleased that 80% of our employees

participated in the new survey. We retained our

‘Rotork as a Place to Work’ question and scored

7.1 out of 10 in 2024.

The insights gained from this new survey will

support the work we have done in 2024 to

develop our Company culture, enabling us to

measure effectively and cultivate our cultural

initiatives in the years to come.

We have a committed team who are proud

towork at Rotork and determined to deliver

onour Growth+ ambitions. We offer our

thanksand appreciation for all their efforts

throughout 2024.

Kiet Huynh

Chief Executive Officer

Rotork Annual Report 2024 rotork.com10

Chief Executive Officer’s statement Strategic report Corporate governance Financial statements

“ The safety of our people,

partners and visitors is our

number one priority, and our

vision for health and safety

is zero harm. I want to

thankevery member of our

committed team for their

efforts in driving safety

during the year.”

Kiet Huynh

Chief Executive Officer

ourstrategy are three pillars: Target Segments,

Customer Value and Innovative Products &

Services, each underpinned by our focus on

‘Enabling a Sustainable Future’.

Our ‘Target Segments’ are key segments within

each of our divisions where there are significant

opportunities for profitable growth. We are

prioritising investment into these areas, helping

us to grow faster than our overall markets. We

have already seen significant benefits from our

focus on Target Segments which represented

around half of Group sales in 2024 and grew

9% year-on-year OCC.

Target Segment successes in Oil & Gas included

in upstream and midstream electrification and

LNG. In upstream electrification, Rotork supplied

electric actuators and related services to a North

Sea oil and gas producer for its latest platform.

The platform is designed to be remotely operated

and to require only occasional maintenance

visits. Also in upstream electrification, Rotork

received a significant order from a major oil and

gas producer for electric actuators equipped

with integral shutdown batteries which will be

retrofitted on onshore wellheads, replacing

older, less advanced models previously supplied

by a competitor. In LNG, revenues grew in the

period as earlier liquefaction orders started

toship. Rotork is positioned to support the

liquefaction capacity increase expected in

2025and beyond.

Successes in Chemical, Process & Industrial

included activity in the Target Segments of

specialty chemicals and mining. In specialty

chemicals, Rotork supplied equipment to a major

greenfield urea plant being built in Western

Australia. Demand for urea is forecast to grow

rapidly, driven by agricultural and transportation

applications. In mining, Rotork electric actuators

were selected by a customer for an important

water reuse project. When the project is

completed, the mine will no longer have to draw

water required for processing from a local river.

HSE manager, Chennai,

India, demonstrating

health and safety

practices

Growth+ strategy

The starting point of our Growth+ strategy is

ourPurpose, ‘keeping the world flowing for

future generations’. Our Purpose is a powerful

motivator and recognises the role we play in

making our world a great place to live, and the

role we play in helping improve the safety,

environmental and social performances of not

just ourselves but also our end users, customers,

suppliers and communities.

Our vision is for Rotork to be the leader in

intelligent flow control. This recognises the

ever-increasing importance of connectivity to

ourend users. Today’s intelligent flow control

systems ensure safety, are reliable, efficient and

easy to use, and play a vital role in ensuring the

uptime of our end users’ operations (including

through predictive and preventative maintenance).

Our financial ambition is to deliver mid to high

single-digit revenue growth and mid-20s

adjusted operating margins over time. Three

powerful megatrends help drive our growth:

automation, electrification and digitalisation, as

well as the trends of sustainability, decarbonisation,

energy security, water scarcity and water quality.

Our Growth+ strategy is designed to drive our

growth and to balance making investments with

achieving margin progression. At the core of

In Water & Power, examples of Target Segment

successes included in wastewater treatment

andalternative energy. The reuse of water is

increasingly common, including for irrigation

andindustrial processes. Rotork electric

actuators were chosen for a major water

reclamation project in Singapore. In alternative

energy, geothermal power has the potential to

be a bigger source of renewable energy than

wind and Rotork products play an important

rolein geothermal plants, including in a major

geothermal facility in New Zealand.

We continued to make strong progress under

the Customer Value pillar, which puts the

customer at the forefront of everything we do.

During the year we launched our new Group

website. The new website is an important step in

a multi-year programme of customer experience

improvement. In November we held the formal

opening ceremony for our new facility in China.

The 23,000m

facility is strategically located in

Changshu and was developed with sustainability

as a key priority. Its 2,500 roof-mounted solar

panels will generate an estimated 1,500 MWh

ofrenewable electricity annually.

In Innovative Products & Services, we launched

integrated ethernet functionality for our IQ range.

This is an important product enhancement

which further differentiates our flagship electric

actuators, extending compatibility, enabling

higher data transfer volume and speeds,

eliminating the requirement for gateway devices

and operating seamlessly with our intelligent

asset management (iAM) system. Integrated

ethernet has multiple applications across all

three Rotork sectors and the launch has been

particularly well received by water industry

endusers.

rotork.com Rotork Annual Report 202411

Chief Executive Officer’s statement continued Strategic report Corporate governance Financial statements

The downstream oil and gas sector was particularly

active in 2024, with another significant year for

net refining capacity additions globally and for

the ‘replumbing’ of hydrocarbon transportation

and storage networks necessitated by sanctions

on Russia. The near-term outlook remains positive,

with more years of net refining additions in

prospect. In the medium term, fewer additions

are expected, with investment instead targeted

at modernisation and flexibility. Refinery shutdowns

are expected to be relatively rare with refiners

choosing instead to convert sites at end of life

toproduce renewable fuels, or to industrial hubs

(for example producing low-carbon electricity

orhydrogen) orstorage depots.

The outlook for the LNG export market is

increasingly positive. The US currently has annual

export capacity of around 90m tonnes according

to Bloomberg New Energy Finance. An additional

50m tonnes is already permitted and set to be

commissioned in the next several years, with

another 180m tonnes of capacity going through

planning stages. Additional export capacity is

also under way in Qatar and Australia.

The upstream oil and gas sector grew in both

the Middle East and Europe in 2024. In the

Middle East, investment focused on major

natural gas projects in the UAE and Qatar.

Investment in Europe increased, following

several years of declines, in response to energy

security concerns. In the Americas, Mexico’s oil

and gas production was broadly unchanged

year-on-year in 2024. US unconventional

onshore activity slowed in the second half,

impacted by election uncertainty and lower

hydrocarbon prices. Following the US election,

the outlook for drilling and completion is more

positive, although higher prices may be required

for a significant pickup.

There was a generally soft backdrop to chemicals

markets in 2024, reflecting weak demand from

key end markets such as construction, automotive

and pharmaceuticals and higher energy prices

Market update

Elections played a major part in global events in

2024, with almost half of the world’s population

voting in national elections during the year

(according to Reuters). The most significant

froma market perspective was the Presidential

election in the US. The election has the potential

to have significant economic effects on global

markets, including on manufacturing and energy.

The new US government has signalled a more

local approach to its industrial strategy which

will have implications for global manufacturing.

However, we believe that any risk of increased

import tariffs to Rotork would be largely

mitigated by our predominantly local-for-local

manufacturing footprint.

Energy security and the energy transition have

been major global themes for several years

andare likely to remain so. The US’s energy

independence is expected to be of higher

priority, potentially meaning more exploration

and production activity. The energy transition

remains a priority, but with the fossil fuel

industry potentially having a greater part to play

in the transition, e.g. through LNG, biofuels,

carbon capture and hydrogen. Whilst US

emissions reduction regulations might be of

slightly lower importance at the Federal level,

these are likely to remain important at state and

industry levels.

In recent years, investment in global energy

sector infrastructure has accelerated, reflecting

both a previous period of underinvestment and

the importance of the role of hydrocarbons

inthe world’s energy mix for years to come.

Theelectrification of upstream and midstream

operations to reduce the greenhouse gas

intensity of processes that commenced with

COP26’s Global Methane Pledge (in 2021)

continues and methane emissions were again a

major topic at COP29 in Azerbaijan. The upstream

and midstream electrification sector represented

close to 10% of Rotork Group sales in 2024.

“ Our purpose recognises the

rolewe play in making our

worlda great place to live,

andthe role we play in

helping improve the safety,

environmental and social

performances of our end

users, customers, suppliers

and communities.”

Kiet Huynh

Chief Executive Officer

Daily SQDCP standup

meeting, Chennai, India

which particularly impacted the industry in

Europe, especially in bulk chemicals. However,

Rotork’s chemicals market strategy is to target

niche sectors that offer the potential for above

market growth and CPI sales into this market

grew year-on-year in 2024.

Metals and mining markets remain attractive

opportunities for Rotork. Whilst 2024 did not

see the repeat of the activity in the battery

materials sector experienced in 2023 (i.e. nickel),

the wider industry continues to invest to build

the capacity required to deliver the energy

transition and to invest in sustainability projects.

Critical HVAC refers to heating, ventilation and

air conditioning systems that are essential for

maintaining specific environmental conditions

insensitive or high-stakes environments,

including temperature, humidity and air quality.

Critical HVAC is typically specified in tunnel

ventilation, data centres, clean rooms and

industrial processes such as battery production

plants and semiconductor fabrication facilities

where the cost of downtime or failure can be

significant. Critical HVAC markets benefitted

from strong demand from data centre markets

in 2023 and 2024 and the cooling requirements

of artificial intelligence focused data centres

could represent an exciting future opportunity.

Rotork Annual Report 2024 rotork.com12

Chief Executive Officer’s statement continued Strategic report Corporate governance Financial statements

Itisapparent that tackling the climate crisis and

delivering a just energy transition at pace will

require a practical approach including a balance

of technologies, with methane emissions

reduction, LNG, carbon capture and storage,

sustainable fuels, hydrogen and direct air

capture all having significant roles to play.

Business performance

Group order intake increased 2.8% year-on-year

(6.1% on an OCC basis) to £744.3m. All three

divisions booked higher orders for the full year.

Group revenue was 4.9% higher year-on-year

(8.2% OCC) at £754.4m. Oil & Gas sales rose

8.3% (11.7% OCC), with all geographic regions

growing and Europe, Middle East & Africa

(EMEA) and Asia Pacific particularly strong. The

division’s growth was driven by the downstream

and midstream sectors with upstream sales

broadly unchanged year-on-year. CPI sales were

4.1% lower (down 1.1% OCC), with solid growth

in EMEA insufficient to offset lower sales in the

Asia Pacific and Americas regions. Water &

Power sales were up 9.5% (13.1% OCC), with

allgeographic regions delivering double-digit

growth. Both sectors grew strongly, with water

outgrowing power.

By geography, EMEA sales by destination grew

double digits (OCC) and was Rotork’s fastest

growing region. Asia Pacific revenues grew low

single digits year-on-year on an OCC basis, with

China growth ahead of the region. The Americas

region returned to growth in the second half

and full year revenues were high single digits

ahead (OCC).

In early 2025 we rebranded Rotork Site Services

under one global brand, Rotork Service. Rotork

Service is our global service network and a key

differentiator in our industry. It performed well

in 2024 with revenues growing faster than the

Group overall. Its Lifetime Management and

Reliability Services programmes have good

momentum, as does its Intelligent Asset

Management predictive analytics system.

Market update continued

The outlook for water and wastewater remains

positive with continuing investment in new and

existing infrastructure. The market is focused on

delivering water availability, improving water

quality, reducing leakage, efficient water reuse,

and automating and digitalising networks and

processes. Significant investment initiatives

worldwide are already in progress or set to

begin, including in the US, China, India, the

Middle East and the UK. The desalination

marketremains active, with projects underway

worldwide, most notably in the Middle East.

Reverse osmosis desalination is forecast to grow

high single digits over the medium term (source:

Future Market Insights).

The outlook for the global power market is

brighter than it has been for some time, driven

by electrification, economic growth, artificial

intelligence and, in the US, the repatriation of

manufacturing. In response to this accelerating

demand growth, the power generation industry

is stepping up new build activity as well as plant

modernisation, refurbishment and life extension

(including in the traditional and nuclear sectors).

Renewable energy is playing an important role

indelivering energy security as well as the energy

transition. According to the IEA, renewables’

share in final energy consumption will be nearly

20% by 2030, up from 13% in 2023. Rotork

products are specified for several applications

inoffshore wind, including in HVDC converter

cooling systems, geothermal energy plants and

concentrated solar, as well as in facilities producing

rechargeable batteries and solar panels.

Decarbonisation remains a high-potential market

for all three Rotork divisions. 2024 saw the

world’s second consecutive hottest summer on

record (according to the World Meteorological

Organization) with a number of extreme

weather events such as wildfires, droughts

andflooding. These events served to remind

usvividly of the urgency of tackling carbon

emissions and adapting to climate change.

RotorkService is managed as a separate unit

byeach of our divisions and contributed 23%

ofGroup sales (2023: 21%).

Adjusted operating profit was 8.5% higher

year-on-year (12.8% OCC) at £178.4m,

reflecting volume growth and positive net price/

mix which were partly offset by wage inflation.

Adjusted operating margins were 70bps higher

at 23.6% (100bps higher OCC) and reported

profit before tax was £140.5m. The principal

profit adjustments are costs relating to Business

Transformation and the defined benefit

schemesettlement.

Return on capital employed was 37.3%

(2023:33.9%), benefitting from an increase

inadjusted operating profit and a decrease in

capital employed. Cash conversion was 119%

(2023: 120%).

Capital allocation

We retain a strong balance sheet and had a

netcash position of £125.3m at the period end

(31 December 2023: £134.4m). This gives us

thefinancial flexibility to pursue our organic

investment plans, pay a progressive dividend and

execute our targeted M&A strategy. We regularly

review our capital needs in line with our capital

allocation strategy and have demonstrated

discipline and flexibility in using buybacks

anddividends to deliver shareholder returns.

In March 2025 we agreed to acquire Noah

Actuation (Noah) to broaden and strengthen

ourproduct offering in electric actuators. Noah

is headquartered in Seoul, South Korea and its

acquisition is fully aligned to the Growth+

strategy and to key Target Segments, especially

with Water & Power, Chemical, Process &

Industrial and upstream electrification within

Oil& Gas. We estimate that Noah will deliver

revenue and adjusted EBITDA of £17.5m and

£3.5m respectively in the twelve months to

December 2025.

Outlook

Three years into the Growth+ programme we

remain confident of delivering our financial

ambition of mid to high single digit sales growth

and mid-20s adjusted operating margins over

time. We have entered 2025 with confidence

and expect a year of progress on an OCC basis.

Kiet Huynh

Chief Executive Officer

10 March 2025

rotork.com Rotork Annual Report 202413

Chief Executive Officer’s statement continued Strategic report Corporate governance Financial statements

Financial KPIs

Sales growth, earnings quality and capital efficiency

Performance

Revenue growth %

+4.9%

Adjusted operating margin %

23.6%

Cash conversion %

119%

Return on capital employed %

37.3%

4.9

12.0

23.6

22.9

22.312.8

119

120

37.3

33.9

31.3

Read more about Remuneration P.131 to 158

Reasons

for choice

A key driver for the business that is

reportedfor each division and geography.

The measure enables us to track our overall

success and our progress in increasing our

market share by end market and by region.

This measure brings together the combined

effects of pricing, volume and procurement

as well as the leveraging of our operating

assets. It is also an important check on the

quality of revenuegrowth.

Our cash conversion demonstrates our

operational efficiency and enables us to

fund future growth. We consider 85%

conversion as abase level of achievement.

Itis also part of the senior management

reward system.

We use this KPI to monitor theefficiency

ofour capital allocation. We also use this

ratio internally, to help Groupmanagement

monitorefficiency within Rotork’sdivisions.

How we

calculate

Increase in revenue year-on-year divided

byprior year revenue.

Adjusted operating profit shown as a

percentage of revenue. We use adjusted

operating profit as this aids comparison

yearto year.

Cash flow from operating activities

beforetax outflows, the cash impact

ofother adjustments (including Business

Transformation costs), and thepension

charge to cash adjustment, as a percentage

ofadjusted operating profit.

Adjusted operating profit as a percentage

ofaverage capital employed. Capital

employed is defined as shareholders’ funds

less net cash held, with the pension fund

surplus/deficit net of related deferred tax

deducted/added back.

Comments

onresults

Group revenue was 4.9% higher year-on-

year despite a significant foreign exchange

headwind which strengthened through

thesecond half. Our ambition is to deliver

mid to high single digit revenue growth

year-on-year.

Adjusted operating margin was 70bps

higher year-on-year at 23.6%. Theoperating

margin was18.0%. Ourambition is to

deliver mid-20s adjusted operating margins

overtime.

Cash conversion in2024 reflects a strong

operating cash flow performance, largely

driven by improvements in working capital

including a reduction in inventory.

Return on capital employed increased

strongly during the year. Adjusted operating

profit increased by 8.5% and average capital

employed decreased by 1.6%.

Rotork Annual Report 2024 rotork.com14

Key performance indicators Strategic report Corporate governance Financial statements

Non-financial KPIs

Health, safety and environmental performance

Financial KPIs continued

8.7

14.8

13.2

0.22

0.26

0.53

-37%

-32%

-24%

Performance

Adjusted EPS growth %

+8.7%

Performance

Total recordable incident rate (TRIR)

0.22

Scope 1 and 2 emissions tCO

-37%

Reasons

for choice

Growth in EPS is a measure of our profit

performance, taking into account all aspects

of the income statement including the

management of our capital structure,

treasury and the Group’s tax rate.

Reasons

for choice

TRIR is used as one measure of the effectiveness

of our health and safety procedures.

Sustainability is a major focus for us.

Wetargetnet-zero by 2035 for scopes 1 and 2.

How we

calculate

Increase in adjusted basic EPS (based on

adjusted profit after tax) year-on-year

divided by the prior year adjusted basic EPS.

How we

calculate

TRIR is the number of recordable incidents

multiplied by 200,000 divided by the number

ofhours worked.

Energy usage data (scope 1 and market-based

scope2) isconverted to equivalent tonnes of

e and compared to our 2020 baseline.

Comments

onresults

Adjusted basic EPSwas 8.7% higher

year-on-year, with the increase broadly inline

with growth in adjusted operating profit.

Comments

onresults

TRIR for 2024 was 0.22, an improvement on

the0.26 in 2023. Our proactive approach is to

continuously identify weaknesses in our safety

processes and remove or mitigate them.

Energy efficiency projects, investment in

on-site renewable generation and sourcing

ofrenewable electricity resulted in a 7%

year-on-year reduction in emissions in 2024.

rotork.com Rotork Annual Report 202415

Key performance indicators continued Strategic report Corporate governance Financial statements

Rotork: keeping the world flowing

forfuture generations

Our financial ambition is mid to high single digit

revenue growth and mid-20sadjusted operating

margins over time. We will deliver this ambition

whilstperforming for our customers, our people

and the environment.

Ambitious

growthtargets

Strong operating

leverage

Leading

returns

Highly cash

generative

Committed to

sustainability

Disciplined

capitalallocation

Targeting mid to high

single digit revenuegrowth

We are the global leader

inhighly attractive growth

markets that have high

barriersto entry and are

relatively concentrated.

Ourserved markets are

benefitting fromthe

megatrends of automation,

electrification and

digitalisation that are

transforming industry.

Weaim to outgrow them

through the implementation

ofour Growth+ strategy.

Higher sales boost

profits significantly

Our business has a high

gross margin and relatively

low variable costs meaning

high operating leverage –

higher sales boost profits

significantly and quickly.

Aswell as having high

margins and relatively low

fixed assets, the business

has a comparatively low

level of net working capital,

meaning that revenue

growth need not absorb

significant cash.

Market-leading returns

with room for upside

Our adjusted operating

profit margin was 23.6% in

2024, amongst the highest

in the industrial goods and

services sector. We target a

return tothe mid-20s over

time through operational

gearing, continuous

improvement andsourcing

and supply chaininitiatives.

We have an asset-light

business model and our

return on capital employed

(ROCE) was37.3% in 2024.

Balance sheet strength

Our Group is highly cash

generative – cash conversion

averaged 111% over the last

five years. This cash flow

enables us to fund organic

investments and paya

progressive annual dividend

and gives us the flexibility to

make strategic acquisitions.

The cash conversion of

119% in2024is largely

driven byimprovements

inworkingcapital.

Enabling a

sustainable future

Our sustainability

framework is core to

everything we do and

embedded in the Growth+

strategy through our

‘Enabling a Sustainable

Future’ initiative. Every

daywe work to help

customers better their own

environmental performance,

whilstalso working to

improveour own.

A clear capital

allocation framework

Our capital allocation

priorities are:

i) organic investment

(newproduct

development,

newmarkets,

internalsystems);

ii) ourprogressive

dividendpolicy;

iii) strategic investments;

followed by, in the

eventinthe future

wedetermine we

haveexcess cash;

iv) return of cash.

Rotork Annual Report 2024 rotork.com16

Investment case Strategic report Corporate governance Financial statements

VISION

To be the leader in intelligent flow control

PURPOSE

Keeping the world

flowing for future generations

Enabling a Sustainable Future

Helping customers better their own environmental performance,

whilst at the same time working to improve our own

Target Segments

Innovative Products

& Services

Customer Value

Our strategic pillars

Target Segments

Identifying the markets where there is significant

profitable growth opportunity

Customer Value

Improving the customer experience and

earningagreater share of their spend

Innovative Products & Services

Developing new products and services that deliver

growth and a strengthened position

Our Growth+ strategy

Growth+ is designed to deliver our ambition of mid to high single digit

revenuegrowthand mid-20s adjusted operating margins over time.

Read more P.18 to 23

rotork.com Rotork Annual Report 202417

Our strategy Strategic report Corporate governance Financial statements

Strategy

Our first Growth+ pillar is ‘target segments’.

Wehave identified key segments within each

ofour divisions where we have the right to play

and where there are significant opportunities for

profitable growth. We will prioritise investment

into these areas, helping us to grow faster than

our overall markets. The focusing on these

segments does not mean we will stop playing

inother areas – our core segments – where we

anticipate there will still be market growth.

We estimate that the segments targeted by the

Oil & Gas division will grow high single digit in

the coming years, those targeted by CPI will

grow low double digits and those targeted by

Water & Power mid to high single digit. We

estimate the combined market size of our

chosen target segments to be £4.0bn and

theircombined market growth rate to be high

single digits. Our target segments represent

around half of Group sales currently.

Target segments by division

Oil & Gas

• Upstream electrification

• Asia infrastructure growth

• LNG (energy transition bridge)

• Brownfield opportunities

Water & Power

• Water infrastructure

• Water, wastewater and treatment

• Desalination

• Alternative energy

Chemical, Process & Industrial

• Chemical

• HVAC

• Mining

Decarbonisation is a target segment

forall Rotork divisions.

Target segments

“ The benefits of the target

segment approach under

Growth+ are evident. Target

segment sales are growing

strongly, particularly in

wastewater treatment,

specialtychemicals, LNG and

upstream and midstream

oilandgaselectrification.”

Kiet Huynh

Chief Executive Officer

Progress during 2024

• Target segments represented around half of

Group sales in 2024 and grew 9% YoY OCC.

• Successes in Oil & Gas included in upstream

and midstream electrification and LNG.

Rotork is well positioned to support the

liquefaction capacity increase expected in

2025 and beyond.

• CPI successes included activity in specialty

chemicals and mining. In specialty chemicals,

we supplied equipment to a major greenfield

urea plant being built in Western Australia.

• Water & Power supplied electric actuators

toa major water reclamation project in

Singapore and to a geothermal plant in

NewZealand.

Investing in identified

markets where there is

significant profitable

growthopportunity.

Our strategy continued Strategic report Corporate governance Financial statements

Rotork Annual Report 2024 rotork.com

Target segments

Division: Oil & Gas

Segment: upstream and

midstreamelectrification

The oil and gas industry is increasingly looking

to electrify operations to reduce their carbon

intensity. There are two methods of electrification:

(i) replacing equipment running on hydrocarbon

fuel (e.g. diesel powered pumps) with equipment

pneumatic or hydraulic powered systems to

electrically powered ones. The second of these

also improves energy efficiency, allows for more

compact production infrastructure, and improves

control. It can also reduce direct and/or indirect

methane emissions.

Why the focus on methane emissions?

Fugitive methane emissions from energy

production are estimated to contribute

around 6% of global greenhouse gas

emissions annually (source: Our World in

Data). Methane is a potent greenhouse gas,

significantly more powerful than CO

warming the atmosphere.

Read more: www.ccacoalition.org/resources/

fossil-fuels-factsheet-2024

Target segments continued

Supporting customers

ineliminating their

methaneemissions

Oil and gas customers are seeking zero-emission

emergency shutdown solutions for use on

existing wellheads and pipelines. Rotork

hasengineered a modular electro-hydraulic

actuator range that combines the simplicity

of electric operation with the high torque

ofhydraulics. Electro-hydraulic actuators

havezero methane emissions and low power

consumption and can be used in applications

requiring the highest safety certifications,

including for retro-fit onto existing fluid

power actuators.

Strategic report Corporate governance Financial statements

19rotork.com Rotork Annual Report 2024

Our strategy continued Strategic report Corporate governance Financial statements

Customer value

Our vision is aseamless

customer experience.

Rotork Annual Report 2024 rotork.com

Strategy

We want to put the value we provide to our

customers at the forefront of everything we do.

To achieve this we need to further improve our

company-wide processes, to streamline these

and to break down any silos. To deliver these

processes we need our highly trained teams –

wherever they are in the world – to be working

using one modern enterprise resource system.

We are working on three main areas. Go to

market enhancement is about strengthening

ourrelationships with customers and maximising

our opportunities with them. Our global supply

chain programme aims to improve our delivery

and lead times and respond to any supply chain

issues. Improved customer experience is about

re-engineering our business processes, allowing

us to quote quicker and be more responsive to

our customers.

Progress during 2024

We continued to make good progress during

theyear. Our business process re-engineering

programme is well underway with the Microsoft

Dynamics D365 rollout continuing and is already

making Rotork easier to do business with.

InNovember we held the formal opening

ceremony for our new facility in China.

The23,000m

facility is strategically located in

Changshu and was developed with sustainability

as a key priority. Its2,500 roof-mounted solar

panels will generate an estimated 1,500 MWh of

renewable electricity annually. We launched our

new Group website in the final quarter. The new

website is an important step in a multi-year

programme of customer experience improvement,

providing the foundation for future customer

portals that will link to our iAM technology

forpredictive maintenance and performance

ande-commerce.

“ Making Rotork easier to do

business with is a key priority.”

Lyndsey Norris

Business Transformation Director

Customer value initiatives

Go to market enhancement

• Global key account management

• Project pursuit programme

• Sales force academy

• Rotork Service network expansion

Global supply chain programme

• Lead time reduction programme

• Global transportation programme

• Global shortages programme

Improved customer experience

• Business process re-engineering

• Faster quotations; on-time delivery

Rotork Annual Report 2024 rotork.com20

Our strategy continued Strategic report Corporate governance Financial statements

Customer value continued

Responsiveness programme

Our Customer Responsiveness Programme

was completed by 400 customer service

colleagues from around the world. The

‘Creating Great Intentional Customer

Experiences’ course introduced a new

competency framework and developed the

customer relationship skills of our sales teams,

helping make us easier to do business with.

Third-party call handling system

We successfully implemented a third-party

call handling system to support our customer

service teams and other colleagues and

manage unwanted calls. The system is already

freeing up significant time during which

customer service teams can focus on

customer quotes, enquiries and orders.

rotork.com Rotork Annual Report 202421

Our strategy continued Strategic report Corporate governance Financial statements

Rotork Service training

videos being produced at

acustomer's tank

storage facility in Germany

Innovation is the

lifebloodofRotork.

“ Our success depends on

innovation and this year

we’vemade great progress

onourethernet technology.”

Ross Pascoe

Chief Technology Officer

Strategy

Innovation is the lifeblood of Rotork. Over the

last several years we have brought our teams

together and streamlined how we deliver

innovation and the development of new products

and services. Our teams are focused on projects

which are aligned with our chosen target

segments, customer value and our ‘enabling

asustainable future’ principle. Key innovation

drivers include electrification, connectivity, data

analytics and product efficiency. Additionally,

our engineers remain focused on product-in-use,

and increasingly lifecycle, emissions. Whilst we

continue to innovate and develop new products

we are always weighing ‘make versus buy’

arguments, recognising that in-house product

development is not always the fastest route

tosuccessful commercialisation.

Progress during 2024

We launched Integrated Ethernet functionality

for our IQ3 Pro range in the summer. We are the

first in the industry to bring plug-and-play digital

connectivity to explosion-proof systems – making

them safer, smarter, and easier to use. With

Integrated Ethernet, end users can connect these

systems directly to their control systems and

access real-time performance data, improving

safety and efficiency. In January 2025 we

launched Rotork Service, the successor to Rotork

Site Services. Rotork Service offers comprehensive

support to customers through four expanded

key offerings: connected services (digital offerings

including iAM), field services, reliability services

and support services.

Innovative products & services

Rotork Annual Report 2024 rotork.comRotork Annual Report 2024 rotork.com22

Our strategy continued Strategic report Corporate governance Financial statements

Innovative products & services continued

Integrated Ethernet

Integrated Ethernet functionality is an

important product enhancement for our

IQ3Pro range. Integrated Ethernet further

differentiates our flagship electric actuators,

extending compatibility, enabling higher

datatransfer volume and speeds, eliminating

the requirement for gateway devices and

operating seamlessly with our intelligent

assetmanagement system (iAM). Integrated

Ethernet has multiple applications across all

three Rotork sectors and the launch has been

particularly well received by water industry

end users.

23rotork.com Rotork Annual Report 2024

Our strategy continued Strategic report Corporate governance Financial statements

IQT3 Pro Integrated

Ethernet demonstration

at Valve World 2024

inDüsseldorf

Divisional revenue was ahead 8.3% year-on-year

and 11.7% year-on-year (OCC). The midstream

and downstream sectors grew strongly whereas

upstream sales were slightly lower due to the

non-repeat of offshore projects. Downstream

sales represented 52% of the total (49% in

2023), upstream 24% (27%) and midstream

24% (24%). Downstream sector sales were

double-digits higher year-on-year benefitting

from increased refinery and storage activity.

EMEA sales grew strongly year-on-year and the

region was the fastest growing, with Middle East

/ Africa growing robustly and the midstream

electrification sector particularly active. Americas

sales were ahead mid to high single digit whilst

APAC sales grew low double digits, driven by

strong sales growth in India.

The division’s adjusted operating profit was

£92.0m, 10.0% up year-on-year. The 40 basis

point adjusted operating profit margin improvement

reflected higher volumes which were partly

offset by adverse mix and investment in the

division’s commercial teams.

Key takeaways

• Revenue 11.7% higher OCC driven by spend

on increasing output, improving productivity

and decarbonisation.

• Downstream strength due to refinery and

storage activity.

• Adj. operating margins rose 40bps to

arecord 25.9% with higher sales partly

offsetby adverse mix.

£m 2024 2023 Change OCC change

Revenue 355.5 328.4 +8.3% +11.7%

Adjusted operating profit 92.0 83.6 +10.0% +13.6%

Adjusted operating margin 25.9% 25.5% +40bps +50bps

Oil & Gas’ focus on Target Segments during the

period delivered notable successes in electrification

Asia infrastructure, decarbonisation and Rotork

Service. One notable win in upstream electrification

was supplying actuators to a Netherlands-based

customer for its latest oil and gas platform,

which is not only electrified but for safety

reasons is designed to be ‘not normally manned’,

requiring only two 14-day maintenance visits per

year. In midstream, the division received follow-on

orders from a major liquefaction project in Texas

and several pipeline electrification projects including

in Asia Pacific and North America. In the

downstream, there was significant activity in

both hydrocarbon storage and refining. The

division supplied IQ3 actuators to a major tank

farm expansion in South Korea which will enable

increased LNG storage. LNG is widely seen as a

bridge fuel in the energy transition for its lower

carbon emissions compared to oil and coal, its

flexibility and its abundance. Successes in

refining included major automation/modernisation

projects in EMEA, the Americas and Asia Pacific.

Momentum in the oil and

gassector remained strong

through 2024. Hydrocarbon

prices remained broadly above

investment incentive levels

andmost sectors saw higher

customer spend, targeting

increased output, improved

productivity, electrification and

decarbonisation. The industry’s

electrification initiative

continued with increased

activity in the upstream and

midstream sectors. These

sectors represented close to

10% of Rotork Group sales in

2024. Investments to increase

the world’s LNG export

capacity remain ongoing.

Division: Oil & Gas

% of Group revenue

47%

Rotork Annual Report 2024 rotork.com24

Divisional review Strategic report Corporate governance Financial statements

Oil & Gas: case studies

Segment: Target

Sector: Upstream electrification

Region: Americas

Engineers are increasingly demanding

high-specification electric actuators for

controlling production wellheads. These

actuators enable remote operation, enhance

production efficiency and provide quick

shut-off capabilities in emergencies, such as

leaks. In 2024, Rotork received a significant

order from a major producer for electric

actuators equipped with integral shutdown

batteries. These actuators will be retrofitted,

replacing older, more basic models previously

supplied by a competitor.

Segment: Core

Sector: Gas storage

Region: Asia Pacific

LNG is widely seen as a bridge fuel in the

energy transition for its lower carbon emissions

compared to oil and coal, its flexibility and its

abundance. For LNG storage operators Rotork

is often a 'first to mind' supplier of electric

actuators for control and emergency shutdown

duties. In 2024, Rotork was pleased to supply

IQ3 actuators to a major tank farm expansion

in South Korea.

Segment: Target

Sector: Upstream electrification

Region: EMEA

Modern North Sea oil and gas production

platforms are typically electrified, connecting

to electricity networks instead of relying on

traditional diesel or gas generators. These

platforms are also highly automated. In 2024,

Rotork supplied electric actuators and related

services to a Netherlands based customer for

its latest platform, which is designed to be

‘not normally manned’ and requires only two

14-day maintenance visits per year.

rotork.com Rotork Annual Report 202425

Divisional review continued Strategic report Corporate governance Financial statements

The division delivered an encouraging second

half performance, despite economic weakness

ina number of regions including most notably

China. The division’s performance clearly

benefitted from the pursuit of its chosen

Growth+ Target Segments such as the focus on

specialty chemicals and critical HVAC (including

sales into data centres), as well as strength in

core segments including marine.

Divisional revenues were 4.1% lower year-on-year

at £205.0m and 1.1% lower year-on-year on an

OCC basis, with the decline largely the result

ofreduced mining sector large project activity,

following three years of strong sales growth. By

destination, EMEA sales grew mid to high single

digits (OCC), with all subregions higher. Asia

Pacific sales were lower, despite good growth in

India. China sales declined low single digit in the

full year (OCC) but were unchanged year-on-year

in the second half. Americas sales grew low

single digits (OCC).

The division’s adjusted operating profit was

£53.0m, 3.4% higher than prior year. Adjusted

operating margin rose 180 basis points to

25.8%. The increase in adjusted operating

margin largely reflected positive mix as well

asdisciplined cost management.

Key takeaways

• Revenue 1.1% lower OCC largely due to

reduced mining activity.

• Sales growth resumed in the second half

ofthe period.

• Solid growth in target segments chemicals

and critical HVAC.

• Adj. operating margin benefited from positive

price/mix as well as cost control initiatives.

£m 2024 2023 Change OCC change

Revenue 205.0 213.7 -4.1% -1.1%

Adjusted operating profit 53.0 51.3 +3.4% +7.4%

Adjusted operating margin 25.8% 24.0% +180bps +210bps

Rotork’s electric and fluid power actuators

andinstruments were selected by innovative

customers for use in their energy transition

projects. Rotork supplied several hundred flow

control actuators to a major greenfield urea

plant being built in Western Australia. The plant

has been designed to minimise emissions and

with the capacity to achieve net-zero carbon

by2050. Demand for urea is forecast to grow

rapidly (source: the International Renewable

Energy Agency) driven by applications including

agriculture and transportation. Rotork’s

actuators were chosen by an innovative steel

plant in Sweden which has switched to

fossil-free hydrogen to heat steel at its rolling

mill, produced on-site by a 20MW electrolyser.

In the critical HVAC market, data centres are

increasingly requiring higher levels of automation,

reliability and precision in their cooling, power

and fire protection systems. Rotork products

including actuators, gearboxes, chainwheels

andlimit switch boxes are regularly selected

forthese projects.

% of Group revenue

27%

CPI is a supplier of specialist

actuators and instruments for

niche critical applications in

the broad chemical, process

industry and industrial sectors.

The division serves awide

range of end markets including

specialty and other chemicals,

metals and mining, critical

HVAC, pharmaceutical, steel

and cement. The automation,

electrification, digitalisation and

decarbonisation megatrends

are important growth drivers.

Rotork has historically been

under-represented in several

ofthese markets and has the

opportunity to win market

share in the years ahead.

Division: Chemical, Process & Industrial

Rotork Annual Report 2024 rotork.com26

Divisional review Strategic report Corporate governance Financial statements

Segment: Target

Sector: Mining

Region: Americas

Copper is widely seen as the ‘energy

transition’ metal due to its role in renewable

energy infrastructure, energy storage systems

and electric vehicles. Rotork’s IQ3 electric

actuators were selected for critical flow

control applications in an important water

re-use project by a mining customer. When

the project is completed the mine will no

longer have to draw water from a local river.

Segment: Core

Sector: Marine

Region: APAC

Rotork enjoys a significant installed base in

the marine sector, a core segment for the

CPIdivision. In H1 2024, Rotork Service was

contacted by a customer wishing to complete

a major actuator overhaul at short notice.

TheRotork team successfully completed the

refurbishment, which included a full repaint,

and the reinstallation, enabling the vessel

todepart from dock on schedule.

Segment: Target

Sector: Specialty chemicals

Region: APAC

Demand for urea is forecast to grow rapidly

(source: International Renewable Energy

Agency) driven by applications including

agriculture (fertiliser) and transportation

(marine fuel). In 2024 Rotork supplied several

hundred flow control actuators to a major

greenfield urea plant being built in Western

Australia. The plant has been designed to

minimise emissions and with the capacity

toachieve net-zero carbon by 2050.

Chemical, Process & Industrial: case studies

rotork.com Rotork Annual Report 202427

Divisional review continued Strategic report Corporate governance Financial statements

Divisional sales were ahead 9.5% year-on-year

and 13.1% ahead year-on-year (OCC), with

water sector sales growing slightly faster than

those of the power sector. Asia Pacific sales

were ahead low double digits year-on-year

(OCC), with India’s ‘Water for All’ initiative

continuing to drive very strong revenue growth

in water in that country, and with the power

sector strong across the Asia Pacific region.

Americas sales grew robustly year-on-year with

all subregions strong and the region was Water

& Power’s fastest growing geography in the

period. EMEA sales grew low double digits

(OCC) despite lower power sector activity.

The division’s adjusted operating profit was

£56.4m, 21.3% higher year-on-year. Deliveries

benefitted from an improved supply chain

performance, particularly in the first half,

resulting in adjusted operating margin increasing

290 basis points to 29.1%.

In the water sector, Rotork is focused on helping

to ensure access to water and sanitation to all.

Growth of the water sector is driven by the

tailwinds of network automation, ageing

infrastructure, urbanisation and climate change

as well as water scarcity, quality and affordability

challenges. Growth of the global power market

is driven by electrification, economic growth,

artificial intelligence and, in the US, the

repatriation of manufacturing. The division made

good progress in its Target Segments of water

Key takeaways

• Sales grew double digits OCC with water

sector growing slightly faster than power.

• All regions delivered double digits growth OCC.

• Target Segments of desalination and water

infrastructure grew strongly.

• Adjusted operating margin +290bps.

£m 2024 2023 Change OCC change

Revenue 193.9 177.0 +9.5% +13.1%

Adjusted operating profit 56.4 46.4 +21.3% +25.8%

Adjusted operating margin 29.1% 26.2% +290bps +300bps

infrastructure (including irrigation), water

andwastewater treatment, desalination

andalternative energy during the year.

Rotork supplies electric and fluid power

actuators to many wastewater treatment plants

around the world, enabling these to provide

better quality water more efficiently. Water

&Power received additional orders in 2024

forelectric actuators to be used in a highly

energy-efficient water reclamation plant in

Singapore. Inalternative energy, offshore wind

farms generate renewable A/C electricity, which is

typically converted to high-voltage D/C electricity

(HVDC) to minimise transmission losses. This

conversion occurs on offshore platforms, which

can be as large as multiple football fields and

require critical-duty cooling systems. In 2024,

Rotork secured orders from customers for

various electric actuators, including those from

the IQ3, IQTF, BBU, and Schischek families, to

beused on platforms in the North Sea. Rotork

issupplying electric actuators to a number of

desalination projects around the world which

will provide potable water, and won new orders

from customers in the Middle East in the year.

Actuators play a critical role in desalination

plants, managing the flows of seawater and

potable water throughout the production process.

Precision control is crucial for maintaining pressures

and optimising the plant’s energy efficiency.

Water & Power is a supplier

ofpremium actuators,

predominantly electric, and

gearboxes for applications

inthe water, wastewater

andtreatment and power

generation sectors. Rotork has

significant growth opportunities

including through helping to

solve customers’ water quality

and water scarcity challenges,

aswell as the automation,

electrification and digitalisation

trends. Water and wastewater

contributed 68% of divisional

sales in the year.

Division: Water & Power

% of Group revenue

26%

Rotork Annual Report 2024 rotork.com28

Divisional review continued Strategic report Corporate governance Financial statements

Water & Power: case studies

Segment: Target

Sector: Alternative energy (power)

Region: Asia Pacific

Geothermal power, where electricity is

generated from geothermal energy, is a

renewable energy source with the potential to

surpass the global electricity generation of the

wind sector (according to the IEA). The most

significant opportunities for geothermal power

are in China, the United States and India.

Recently, Rotork’s electric actuators and

gearboxes were selected for a plant upgrade

at a major geothermal facility in New Zealand.

Segment: Target

Sector: HVDC (power)

Region: EMEA

Offshore wind farms generate renewable

A/Celectricity, which is typically converted

tohigh-voltage D/C electricity (HVDC) to

minimise transmission losses. This conversion

occurs on offshore platforms, which can be

as large as multiple football fields and require

critical-duty cooling systems. In 2024, Rotork

secured orders from customers for various

electric actuators, including those from the

IQ3, IQTF, BBU, and Schischek families.

Segment: Target

Sector: Wastewater treatment

Region: Asia Pacific

Water reclamation (or re-use) is increasingly

vital for enhancing water security and

addressing water scarcity. The recycled water

produced is used for irrigation, industrial

processes, and even drinking water. This

market holds significant potential for Rotork.

In 2024, Rotork received additional orders for

IQ3 electric actuators to be used in the highly

energy-efficient Tuas Water Reclamation

Plant in Singapore.

rotork.com Rotork Annual Report 202429

Divisional review continued Strategic report Corporate governance Financial statements

Revenue

£754m

Adjusted operating profit

£178m

Adjusted operating profit margin

23.6%

Profit before tax

£140m

The Group delivered a strong financial result

forthe year as order intake, revenue, adjusted

operating profit and adjusted operating margin

all improved. Order intake for the year was

£744.3m (2023: £723.7m), up 2.8% from the

prior year or 6.1% on an organic constant

currency (OCC) basis, with all divisions delivering

OCC growth.

Group revenue increased 8.2% on an OCC basis

to£754.4m (2023: £719.1m). On a reported basis,

revenues increased 4.9%, impacted by a foreign

exchange translation headwind of £24.1m. Double

digit OCC revenue growth in W&P of 13.1%

(9.5%reported) and O&G of 11.7% (8.3% reported)

was partially offset by a reduction in CPI of 1.1%

(-4.1% reported) which was largely due to reduced

mining project activity compared to the previous year.

Rotork Service, our global service network and

akey differentiator in our industry, performed

strongly in the year growing ahead of Group

revenues. Rotork Service is managed as a

separate unit by each of Rotork’s divisions and

contributed 23% (2023: 21%) of Group revenue.

Adjusted operating profit increased £13.9m,

or8.5%, to £178.4m, with adjusted operating

margin increasing 70bps to 23.6% (2023: 22.9%).

On an OCC basis, adjusted operating profit

increased 100bps. However adverse foreign

exchange movements of £7.1m equated to

a30bps headwind.

“ A strong financial result for the year with improvements

inorder intake, revenue and adjusted operating profit."

Ben Peacock

Chief Financial Officer

Growth+ delivering strong sales growth and margin progress

Ben Peacock

Chief Financial Officer

Financial highlights

£m 2023 Exchange Acquisitions OCC 2024 OCC change Change

Revenue 719.1 (24.1) 2.2 57.2 754.4 +8.2% +4.9%

Adjusted operating profit 164.5 (7.1) 0.9 20.1 178.4 +12.8% +8.5%

Adjusted operating margin 22.9% 23.6% +100bps +70bps

The financial review includes a mixture of GAAP measures and those which have been derived from our reported results to provide a useful

basis for measuring our operational performance. Details of these alternative performance measures are defined in full and reconciled

tostatutory measures in note 2 of the financial statements. Movements in revenue and adjusted operating profit are given on an organic

constant currency basis (see definition, which has been updated in the period, in note 2 to the financial statements) so the assessment

ofperformance is not distorted by acquisitions, disposals and movements in exchange rates.

Rotork Annual Report 2024 rotork.com30

Strategic report Corporate governance Financial statements

Financial review Strategic report Corporate governance Financial statements

Results summary

2024 2023 Change

Adjusted profit before tax £183.0m £166.3m +10.0%

Adjusted basic EPS 15.9p 14.6p +8.7%

Reported operating profit £135.9m £148.8m -8.7%

Reported operating margin 18.0% 20.7% -270bps

Reported profit before tax £140.5m £150.6m -6.8%

Reported basic EPS 12.1p 13.2p - 8.1%

Cash conversion 119% 120% —

Dividend per share 7.75p 7.20 p +7.6%

Reported operating profit for the year of

£135.9m was £12.9m unfavourable to the prior

year, with the increase in adjusted operating

profit offset by the recognition of one-time

non-cash IAS 19 settlement of £18.0m related

tothe UK defined benefit pension scheme

(seenote 26).

Net finance income was £4.6m (2023: income of

£1.9m) with the increase driven by transactional

foreign exchange gains on the Group’s hedging

of foreign exchange risk.

Adjusted profit before tax was £183.0m

(2023:£166.3m), driven by the increase in

adjusted operating profit. The reported profit

before tax was £140.5m (2023: £150.6m).

Thereconciling items between adjusted profit

before tax and reported profit before tax are

shown in the table.

Adjusted basic earnings per share was 15.9p

(2023: 14.6p), an increase of 8.7%. Reported

basic earnings per share was 12.1p (2023: 13.2p),

a decrease of 8.1%.

Adjusted items

Adjusted profit measures are presented alongside

statutory results as we believe they provide a

useful comparison of underlying business trends

and performance from one period to the next.

The Group believes alternative performance

measures, which are not considered to be a

substitute for, or superior to, International

Financial Reporting Standards (IFRS) measures,

provide stakeholders with additional helpful

information on the performance of the business.

The alternative profit measures are adjusted to

exclude amortisation of acquired intangibles,

costs related to business transformation from

implementing a new ERP system and integrating

business processes, as well as other significant

adjustments. These adjustments are made to

provide stakeholders with additional information

to assess the Group’s trading performance on

aconsistent basis. Further details on adjusted

items are provided in note 5.

Currency

The major currencies affecting the income

statement are the US dollar and the euro, both

of which weakened against sterling in 2024. The

US dollar/sterling average rate of $1.28 (2023: $1.24)

and the euro/sterling average rate of €1.18

(2023: €1.15) both provided a headwind. The

impact of these movements alongside the basket of

other currencies was a £24.1m or 3.4% headwind

to revenue and a £7.1m or 4.3% headwind to

adjusted operating profit.

The impact of currency on the Group is both

translational and transactional. Given the locations

in which we operate and the international nature

of our supply chain and sales currencies, the

impact of transaction settlement differences

canbe very different from the translation impact.

We can partially mitigate the transaction impact

through matching supply currency with sales

currency, but ultimately, we are net sellers of

both US dollars and euros. It is the net sale of

these currencies which we principally address

through our hedging policy, covering up to 75%

of net trading transactions in the next 12 months

and up to 50% between 12 and 24 months.

To estimate the impact of currency at the current

exchange rates we consider the effect of a one

cent movement versus sterling. A one euro cent

movement now results in approximately a

£250,000 (2023: £150,000) adjustment to profit

and for US dollar, and dollar-related currencies,

aone cent movement equates to approximately

a£650,000 (2023: £500,000) adjustment.

Return on capital employed (ROCE)

Our capital-efficient business model and strong

profit margins mean Rotork generates a high

ROCE. Our definition of ROCE is based on adjusted

operating profit as a return on the average net

assets excluding net cash and the pension scheme

asset/liability, net of the related deferred tax.

The average capital employed decreased 1.5%

over the year to £478.4m (2023: £485.5m).

Aswe grew revenue and expanded our adjusted

operating profit margins in the year, ROCE

increased 340bps to 37.3% (2023: 33.9%).

Adjusted earnings reconciliation

£m

Statutory

results Amortisation

Defined

benefit scheme

settlement loss

Business

transformation

costs

Other

costs

Adjusted

results

Operating profit 135.9 2.6 18.0 17.2 4.7 178.4

Profit before tax 140.5 2.6 18.0 17.2 4.7 183.0

Tax (35.7) (0.5) (4.5) (4.4) (1.1) (46.2)

Profit after tax 104.8 2.1 13.5 12.8 3.6 136.8

The table above shows the adjustments between the statutory results for the significant non-cash and other adjusting items

and the adjusted results. Note2 sets out the alternative performance measures used by the Group and how these reconcile

tothe statutory results. Further details of the adjusted items are provided in note 5.

rotork.com Rotork Annual Report 202431

Strategic report Corporate governance Financial statements

Financial review continued Strategic report Corporate governance Financial statements

Taxation

The Group’s effective tax rate increased from

24.7% to 25.4%. Removing the impact of the

adjusted items provides a better indication of the

underlying rate and, on this basis, the adjusted

effective tax rate is 25.2% (2023: 24.5%). The

Group expects its adjusted effective tax rate to

remain higher than the standard UK rate due to

higher rates of tax in China, the US, Germany

and India.

The Group’s approach to tax continues to be

tooperate on the basis of full disclosure and

co-operation with all tax authorities and, where

possible, to mitigate the burden of tax within

thelocal legislation.

Cash generation

Cash generated from operations increased

7.5%to £212.7m (2023: £197.8m) primarily

driven by the increase in adjusted operating

profit and aconsistent cash conversion ratio

of119% (2023: 120%).

Net cash generated from operating activities

increased 19.1% to £148.8m (2023: £124.9m),

benefitting from the above and the non-repeat

of the £20m special contribution to the Rotork

Pension and Life Assurance Scheme in 2023.

However net cash generated from operating

activities was adversely impacted by an increase

in income taxes paid to £38.8m (2023: £32.8m)

and an increase in the cash flow impact of

adjusting items to £21.2m (2023: £13.5m).

Capital expenditure in the year was £14.0m

(2023: £7.3m), excluding £1.6m in capitalised

software (2023: £2.1m) and £4.3m in capitalised

1 Days’ sales outstanding is calculated on a count-back

method. The sales value including local sales taxes

isdeducted from the year-end trade receivables to

calculate the number of days sales outstanding.

product development costs (2023: £2.4m).

Capital expenditure largely related to the

completion of our new facility in China which

formally opened in November 2024. Our total

Research and Development (R&D) cash spend

was £13.4m which represented 1.8% of revenue

(2023:£13.9m and 1.9% respectively).

Net cash generated in the year was £6.4m

(2023: £36.6m). In addition to the movements

noted above, this was impacted by an increase

inshare purchases to £10.3m (2023: £2.4m) to

support future vesting of employee share plans,

dividends paid to ordinary shareholders of

£63.3m (2023: £58.8m) and the completion

ofour £50m share buyback programme

announced in 2024.

Balance sheet

The Group finished the year with a net cash

position of £125.3m (2023: £134.4m). This

included lease liabilities of £24.6m (2023: £12.0m),

the increase in the year attributed to the long-term

lease for our new facility in Changshu, China.

Net working capital in the balance sheet decreased

220bps to 25.1% of revenue (2023: 27.3%),

providing a working capital cash inflow of £7.2m

(2023: £11.9m outflow) in the year. Inventory

decreased slightly by £0.6m and trade receivables

days’ sales outstanding

, was largely maintained

at 56days (2023: 55 days).

During the year the Group extended liquidity

byentering into a £75m Revolving Credit Facility

(RCF) which matures in December 2027. As at

31December 2024, £nil was drawn under

theRCF.

Rotork Annual Report 2024 rotork.com32

Strategic report Corporate governance Financial statements

Financial review continued Strategic report Corporate governance Financial statements

Risk update

Geopolitical instability remains at an elevated

level with potential knock-on impacts to other

risks such as supply chain disruption. As a global

business we continue to monitor the trade

position between all locations where we are

based or have customers or suppliers and have

considered the potential impact of additional

trade barriers between these countries. Where

necessary, we will take steps to mitigate any

such changes but continue to believe they will

not materially impact the Group’s results.

Wehave included scenarios in the viability

assessment which model the impact of these

current uncertainties. The viability statement

canbe found on page 78.

Supply chain disruption risk reduced through

2024 as component shortages and constraints

reduced in comparison to prior years. Despite

this reduction, supply chain disruption continues

to be a key risk for Rotork and management

actions continue to mitigate potentially more

severe outcomes. The risk ‘decline in market

confidence’ was consolidated with the existing

‘competition’ risk, as both risks deal with

competitive forces. As a result, the competition

risk has increased. Business change risk has

reduced due to the increase in mitigating actions

to deliver our various Growth+ programmes.

Emerging risks and opportunities continue to

bemonitored and reviewed, which are those

risksand opportunities that may be ambiguous,

uncertain, and difficult to assess. Risks and

opportunities under review include those in relation

to geopolitical events, technological, social,

environmental, climate and sustainability risks.

Credit management

The Group’s credit risk is primarily attributable

totrade receivables, with the risk spread over a

large number of countries and customers, and no

significant concentration of risk. Creditworthiness

checks are undertaken before entering into

contracts or commencing trade with new

customers, and in companies where insurance

cover operates, the authorisation process works

in conjunction with the insurer, taking advantage

of their market intelligence. We maintained

coverage of the credit insurance policy during

the year and have cover in place for virtually all

of our companies at an aggregate of 80% of

receivables. Where appropriate, we use trade

finance instruments such as letters of credit

tomitigate any identified risk.

Treasury

The Group operates a centralised treasury

function managed by a Treasury Committee,

chaired by me and also comprising the Group

Financial Controller and Group Treasurer. The

Committee meets regularly to consider foreign

currency exposure, control over deposits,

funding requirements and cash management.

The Group Treasurer monitors compliance with

the treasury policies and is responsible for

overseeing all the Group’s banking relationships.

A Subsidiary Treasury Policy restricts the actions

subsidiaries can take, and the Group Treasury

Policy and Terms of Reference define the

responsibilities of the Group Treasurer and

Treasury Committee.

Where appropriate, the Group uses financial

instruments to hedge significant currency

transactions, principally forward exchange

contracts and swaps. These financial instruments

are used to reduce volatility which might affect

the Group’s cash or income statement. In

assessing the level of cash flows to hedge with

forward exchange contracts, the maximum cover

taken is 75% of net forecast flows. The Board

receives treasury reports which summarise the

Group’s foreign currency hedging position,

distribution of cash balances and any significant

changes to banking relationships.

Retirement benefits

The Group accounts for post-retirement benefits

in accordance with IAS 19, Employee Benefits.

The balance sheet reflects the net liabilities of

these schemes at 31 December 2024 based on

the market value of the assets at that date, and

the valuation of liabilities using year-end AA

corporate bond yields. We closed both the

maindefined benefit pension schemes to new

entrants – the UK scheme in 2003 and the US

scheme in 2009 – to reduce the risk of volatility

of the Group’s liabilities. In 2018 we further

reduced the risk of volatility when we completed

the closure to future accrual of both the UK

andUS schemes. Members of the defined

benefit schemes were transferred onto the

relevant defined contribution plan operating

intheir country.

In 2023, the Group made a special contribution

of £20m to the Rotork Pension and Life Assurance

Scheme (UK Scheme). This contribution, together

with some of the existing assets, was used to

purchase a bulk annuity covering the UK scheme’s

existing pensioner liabilities. This was accounted

for as a buy-in. During the year the UK Scheme

completed a further bulk annuity with the full

premium amounting to £70m, largely to cover

deferred pensioners. This second bulk annuity has

been accounted for as a settlement under IAS 19.

Further details on the risk transfer and associated

settlement loss are provided in note 26.

The IAS 19 funding position of the UK and US

schemes reduced from a net surplus of £9.1m

in2023 to a net deficit of £3.6m in 2024. The

schemes’ assets reduced in value by £28.9m

(2023: increase of £19.0m) and the schemes’

liabilities decreased by £16.1m (2023: increase

of£1.8m). The Group paid total contributions

of£4.1m over the year (2023: £26.5m).

Dividends

The Board is proposing a final dividend of 5.00p

per share. When taken together with the 2.75p

interim dividend paid in September 2024, the full

year dividend of 7.75p (2023: 7.20p per share)

represents a 7.6% increase in dividends over the

prior year.

Ben Peacock

Chief Financial Officer

10 March 2025

rotork.com Rotork Annual Report 202433

Strategic report Corporate governance Financial statements

Financial review continued Strategic report Corporate governance Financial statements

Sustainability

review

In this section

35 Sustainability framework

36 Our progress and forward-looking statement

37 Materiality overview

38 Operating responsibly

52 Enabling a sustainable future

57 Making a positive social impact

64 ESG and sustainability governance, integration

and measurement

66 Sustainability Accounting Standards Board

(SASB) Index

Our business and products can

enablethetransition to net-zero

whilepositively impacting our

peopleand local communities.

Rotork Annual Report 2024 rotork.com34

Sustainability review Strategic report Corporate governance Financial statements

Sustainability framework

A leader in sustainability

MSCI:

AAA (leader)

S&P Global CSA:

94th percentile in

Machinery and Electrical

Equipment industry

CDP Climate: B

CDP Water Security: B-

Sustainalytics ESG

Medium risk

FTSE4Good:

Constituent of the

FTSE4Good index

Operating

responsibly

Our mission: to run safe, efficient

and sustainable operations.

Read more P.57

Our commitments

SDG target:

5.5

We will develop and deliver

initiatives to drive greater

genderand ethnic diversity.

SDG targets:

8.5, 8.7

We will contribute to a

fairersociety more broadly,

including ensuring 100%

ofemployees are covered

byourFair Pay Framework.

Progress

in 2024

Colleague engagement score

maintained a strong score of7.1.

rotork.com Rotork Annual Report 202435

Sustainability review continued Strategic report Corporate governance Financial statements

Our progress and forward-looking statement

Our purpose enables

ustosupport the net-zero

transition while creating

apositive impact on our

peopleand communities.

Our progress

2024 was another successful year for the

programme. We maintained our strong ESG

ratings in key benchmarks including MSCI

(AAArated), S&P Global’s Corporate Sustainability

Assessment (94th percentile for the Machinery

and Electrical Equipment industry), and CDP

Climate (B rated). The proportion of total sales

from our eco-transition portfolio increased to

30% in 2024 (29.5% in 2023) and several case

studies ofsustainable product applications are

available on pages 52 to 56.

Our preparations for the reporting requirements

of the EU Corporate Sustainability Reporting

Directive progressed this year. We launched a

double materiality assessment process in order

to identify our material impacts, risks and

opportunities. We also commissioned an assurance

readiness assessment for our greenhouse gas

reporting, specifically scopes 1, 2 and our three

largest scope 3 categories. As a result, our

assurance of scope 1 and 2 emissions in 2024

now uses the ISAE 3000 standard.

We continued our strong operational performance

in 2024. Our Health and Safety team delivered

further audit, training and engagement

programmes, successfully reducing our total

recordable incident rate (TRIR) to 0.22. We nearly

achieved our 2030 climate target for scope 1

and 2 emissions, with 2024 operational emissions

37% below our 2020 baseline (target: 42%).

Thesereductions were achieved through the

useof rooftop solar power at our new facility

inChina, the transition to an electric heating

system at our Manchester facility, and an overall

increase in the use of renewable power across

our sites. We also undertook resource efficiency

audits at 10 facilities during the year, providing

us with a project pipeline of energy, water, and

waste reduction opportunities for future years.

One of our key projects in 2025 will be the

installation of 0.4 MW of solar capacity at

ourLucca facility.

We continue to focus on managing the lifecycle

impact of our products. Following the rollout

oflifecycle assessment (LCA) software in 2023,

we undertook four LCAs in 2024. In addition,

our Procurement function established a cost

engineering team, which focuses on delivering

component-level efficiencies through design.

Our teams successfully incorporated recycled

materials into the design of our IQ3’s Integrated

Ethernet solution, and we continue to engage

with suppliers on the measurement of their

emissions and setting science-based

climatetargets.

In 2024, as our 12-month leadership programme

for senior leadership completed, we launched

the business manager programme for commercial

and operational leaders. We maintained a strong

colleague engagement score in 2024, and following

engagement with over 800 colleagues in

27countries, we developed our new corporate

values: We Value Our Customers, We Grow

Together, and We Win as a Team. Supporting

our people and communities will remain a key

priority in 2025.

Rotork Annual Report 2024 rotork.com36

Sustainability review continued Strategic report Corporate governance Financial statements

Priorities for the year ahead

• Preparing to comply with new

sustainability reporting regulations

including the EU’s Corporate Sustainability

Reporting Directive.

• Modelling our next scope 1 and 2

emissions reduction target.

• Implementing the machinery safety

auditprogramme.

• Conducting further environmental lifecycle

assessments ofproducts.

• Further engagement with suppliers on

emissions measurement.

• Launching our updated Supplier Code

ofConduct.

• Selecting a third global charity partner.

Materiality overview

Operating responsibly

Circular economy, including

Products in Use

Climate change

Culture, ethics andgovernance

Cyber and informationsecurity

Geopolitical risk

Safety, health andwellbeing

Supply chain, including

suppliers’GHG emissions

Enabling a sustainable future

Customer and

enduserrelationships

Energy security

Energy transition (net-zerofuture)

Environmental benefits ofproducts

Infrastructure, investment

andmodernisation

Innovation and new

productdevelopment

New end markets andapplications

Making a positive socialimpact

Brand and reputation

Diversity and inclusion

Safety benefits of products

Cost of living, socialcontribution

Stakeholder engagement

Talent attraction andretention

Training and development

Materiality matrix

Moderate High

Internal

Moderate High

External

Materiality overview

Rotork uses materiality assessments to monitor

changes in our stakeholders’ views on the

relative importance of major sustainability issues.

Effective management of material issues plays

animportant role in our management of risk and

inidentifying opportunities to support growth

and efficiency. Our previous materiality exercise

occurred in 2023, with results shown in

thegraphic.

CSRD and the transition to a double

materiality approach

In 2024, Rotork commissioned its first double

materiality assessment (DMA). This double

materiality approach is a requirement of the

EU’sCorporate Sustainability Reporting Directive

(CSRD), which requires consideration of both

sustainability issues that are financially material

to an organisation and issues where an

organisation has a material impact on the

environment or society. Due to complete in

early2025, the DMA has involved internal and

external stakeholder engagement including

senior leadership, customers, suppliers and

investors. This process will determine our

material impacts, risks and opportunities,

establishing which sustainability disclosures

arerequired to comply with CSRD.

rotork.com Rotork Annual Report 202437

Sustainability review continued Strategic report Corporate governance Financial statements

Operating

responsibly

Our mission

We aim to run safe, efficient

andsustainableoperations.

Our commitments

• We will aim to reduce our lost time

injury rate each year and strive for

a zero-harm workplace.

• We will embed social, ethical and

environmental considerations intoour

Global Supplier Excellence Programme.

• We will reduce carbon emissions generated

per £1m of revenue and work to implement

our net-zero roadmap.

In this section

• Safety, health and wellbeing

• Climate change and environment

• Circular economy and productresponsibility

• Supply chain management

• Culture, ethics and governance

SDGs we will progress

Rotork Annual Report 2024 rotork.com38

Sustainability review continued Strategic report Corporate governance Financial statements

Safety, health and wellbeing

Our vision for health and safety

is zero harm. This applies to

our broader agenda of health

and safety, environment and

product safety.

A safe environment for all

Rotork continues to focus on actions to maintain

and enhance the effectiveness of the safety

processes and procedures for every Rotork

working environment. Our objectives are to:

• Reduce the lost time and recordable incident

rates (LTIR and TRIR).

• Reduce our work-related ill health incidents

(included in TRIR calculation, but excludes

work-related stress cases).

• Have zero avoidable severe road incidents.

Health and safety performance

We monitor and report on key workplace safety

metrics in line with industry practice. Our

performance is measured using several KPIs

including total recordable incident rate (TRIR),

which follows the Occupational Safety and

Health Administration (OSHA) structure for

incident reporting and is a requirement of the

SASB framework. Using the OSHA structure

ensures there is consistency and integrity in

incident reporting.

We use TRIR to benchmark our performance

against other listed industrial peers. Compared

with peers' 2023 reporting, Rotork's 2024

performance was a leader amongst this group.

Operating responsibly continued

Given our improved performance in 2024, we

hope to celebrate continued success against this

metric in 2025.

Our TRIR performance in 2024 was 0.22 which is a

15% reduction from 2023’s performance of 0.26.

We also monitor:

• Lost time injury rate (LTIR) which measures

any injury that results in a day or more away

from work.

• Number of first aid injuries in the workplace.

• Near miss frequency rate (NMFR), a

requirement of the SASB framework for

safety reporting.

We maintained the LTIR performance achieved

in2023 with 2024’s LTIR remaining at 0.08.

OurNMFR reduced from 3.97 in 2023 to 3.78

in2024, a 5% reduction on the previous year.

Ourfirst aid injuries reduced by 32% from 88

in2023 to 60 in 2024. We are pleased to report

that there were no workplace fatalities in 2024.

A leading approach to

preventingincidents

We complete regular trend analysis on both

leading and lagging indicators to identify key

focus areas. Once identified, we use safety

campaigns to increase awareness and improve

control measures for the potential issue. The

campaigns include safety communications,

corrective actions including engineering control,

and tools to help reduce the risk to injury in

theworkplace. In 2024, when trend analysis

highlighted an improvement opportunity in

standardising personal protective equipment (PPE),

we completed a standardised PPE campaign.

Our health and safety risk identification and

assessment approach is collaborative. Aligned

with our Global Safety Standards, our assessment

process informs prevention and mitigation

strategies to reduce risks in our operational

environments. We also encourage employee

engagement in hazard identification through

ourSafety Spot system. It proactively drives

awareness and continuous improvement by

capturing hazards, minor near miss events and

behavioural requirements before they result in

an incident.

Another preventative tool is completing safety

Gemba walks at our facilities. Gemba is a ‘lean’

term for ‘the place where the value is created’.

From a safety perspective, this means going to

where the work takes place – on the factory

floor – and testing how our safety requirements

are applied in practice. In 2024, we completed

2,597 Gemba safety walks across all Rotork

facilities, a 47% increase from 2023.

Global annual audit programme

Having established our HSE audit programme

in2023, we more than doubled the number of

audits completed globally, which included large

factories, sales and service centres in 2024. The

majority of the minor recommendations which

were highlighted in the external audit of the

programme have been implemented during

2024, with the remaining improvements planned

for 2025. 15 audits were completed in 2024

using the new audit programme, with another

15 planned in 2025.

Employee wellbeing

Our focus on the wellbeing and mental health

ofour employees continued in 2024. Our 2024

activities are discussed further on page 59.

rotork.com Rotork Annual Report 202439

Sustainability review continued Strategic report Corporate governance Financial statements

Operating responsibly continued

Safety, health and

wellbeingcontinued

2024 performance highlights

Total recordable incident rate (TRIR)

0.22

Decrease in TRIR from 2023 to 2024

15%

Lost time injury rate

0.08

24 0.22

24 0.08

23 0.26

23 0.08

22 0.53

22 0.13

21 0.56

21 0.20

20 0.24

19 0.25

Total recordable incident rate

(TRIR)

Lost time injury rate

(LTIR)

Rotork Annual Report 2024 rotork.com40

Sustainability review continued Strategic report Corporate governance Financial statements

Priorities for 2025

• Enhance machinery safety standards through the release of a comprehensive machinery safety

audit programme.

• Development of a standardised HSE induction process for employees, contractors and visitors.

• Identify digitisation opportunities forHSEmanagement processes.

Operating responsibly continued

Climate change and environment

We remain committed to

playing our partin tackling

climate change, and weare

making progress against our

science-based climate targets.

Our approach to the environment

Environmental considerations are an integral

partof our strategy and the way we operate.

Efficient use of natural resources is a commercial

imperative, as well as an environmental one.

Weset high standards of environmental conduct

for our business and supply chain. We are

committed to reducing our emissions, energy

and water usage, and waste to landfill.

We have set science-based targets to underpin

our ambition, covering scopes 1, 2 and 3. We are

targeting net-zero by 2035 for scopes 1 and 2

and net-zero by 2045 across scopes 1, 2 and 3.

Energy and emissions performance

Overview

Scope 1 and 2 (market-based) emissions were

reduced by 7% year-on-year and are now 37%

below our 2020 baseline. Reductions reflected

energy efficiency projects, renewable electricity

contracts and the installation of an electric

heating system at our Manchester (UK) facility,

partly offset by increased scope 1 emissions in

China following the opening of the new facility.

We developed an environmental reporting tool

in 2024 to improve the efficiency of our monthly

data collection process. Our 2024 scope 1 and 2

GHG emissions and water withdrawal were

independently assured by DNV Business

Assurance Services UK Ltd (DNV).

Performance against targets

We have a science-based target to reduce

ourscope 1 and 2 market-based emissions by

42%by 2030 against a 2020 baseline, with

2024 emissions 37% below baseline. We also

measure our progress in this area by tracking

ourlocation-based carbon intensity per £1m

revenue. In 2024, our financial intensity figure

reduced by 4% year-on-year.

Our scope 1 and 2 emissions reductions were

achieved through energy efficiency initiatives,

increased use of on-site solar and the delivery

ofan electric heating project. Our renewable

electricity consumption increased to 56% in

2024 (44% in 2023).

Emissions from the use of sold products were

relatively flat, with some variance resulting from

differing ratios of specific products sold in 2024

vs 2023.

Science-based targets

2030

target 2024 2023

Scope 1 and 2

reduction vs 2020

42% 37% 32%

Scope 3 (use of sold

products) reduction

vs 2020

25% 12% 14%

2027

target 2024

Scope 3 (purchased

goods and services)

proportion of suppliers

with science-based targets

25% Engagement

ongoing

See p. 47

Our greenhouse gas emissions and associated energy use

Scope 1 and 2 greenhouse gas (GHG) (market-based) emissions were 7% lower year-on-year. The Group

has no other material GHG emissions sources to report (such as methane, nitrous oxide, sulphur

hexafluoride, HFCs or PFCs).

In 2024, two scope 3 emissions categories decreased due to methodological changes. Ourupstream

transportation and distribution emissions reduced in 2024 as the emissions data was primarily

sourced from our suppliers. This confirmed that our internal estimates in previous years were

conservative. Inaddition, our spend-based calculation of purchased goods and services emissions

yielded lower emissions due to changes to emissions factors and improved spend categorisation.

Energy use

Unit of measure 2024 2023 2022

Electricity kWh 12,319,148 11,624,714 12,255,270

Gas m

956,914 866,307 962,983

Other fuels and steam

GJ 20,895 21,726 5,840

Total energy consumption GJ 101,588 96,477 88,241

– UK energy consumption GJ 22,273 24,607 27,870

GHG emissions

Scope 1 and 2 GHG emissions

Unit of measure 2024 2023 2022

Scope 1 Metric tonnes CO

e 3,533 3,197 3,132

Scope 2 location-based Metric tonnes CO

e 3,605 3,953 4,122

Scope 2 market-based Metric tonnes CO

e 2,344 3,113 3,920

Total scope 1 and 2 (LB) Metric tonnes CO

e 7,138 7,150 7,254

– UK emissions (LB) Metric tonnes CO

e 1,247 1,380 1,589

Total scope 1 and 2 (MB) Metric tonnes CO

e 5,877 6,310 7,052

– UK emissions (MB) Metric tonnes CO

e 724 854 1,064

Emissions intensity (LB) tCO

e per £1m revenue 9.5 9.9 11.3

1 Diesel and petrol are included in this table from 2023, which represents the increase versus 2022.

rotork.com Rotork Annual Report 202441

Sustainability review continued Strategic report Corporate governance Financial statements

Operating responsibly continued

Climate change and environment continued

Energy and emissions performance continued

Our greenhouse gas emissions and associated energy use continued

GHG emissions continued

GHG accounting methodology

For Streamlined Energy and Carbon Reporting (SECR),

we report on the emission sources required under the

Companies Act 2006 (Strategic Report and Directors’

Reports) Regulations 2013 and theCompanies

(Directors’ Report) and Limited Liability Partnerships

(Energy and Carbon Report) Regulations 2018 (‘the

2018 Regulations’). For scope 1–3 emissions, we have

followed the principles of the World Resources

Institute Greenhouse Gas (GHG) Protocol, which

comprises the coverage ofcarbon dioxide, methane,

nitrous oxide, hydrofluorocarbons, perfluorocarbons

and sulphur hexafluoride. Thelocation-based

method calculates emissions using the average

emission intensity oflocal electricity grids serving

Rotork’s facilities. Themarket-based method captures

the impactof Rotork’s contractual arrangements

toprocure renewable or low-carbon energy

andenergy certificates.

The UK Government GHG Conversion Factors

forCompany Reporting have been applied, where

relevant, to calculate emissions across allscopes.

We have used additional regional emissions factors

for non-UK sites, such as those from the International

Energy Agency (IEA), the Association of Issuing

Bodies (AIB) European Residual Mixes, the US

Environmental Protection Agency and Green-e, to

calculate our scope 1 and 2 market-based footprint.

We continue to review our reporting in light of any

changes in business structure, calculation methodology

and the accuracy or availability of data.

Rotork’s scope 1 emissions come from the use of:

natural gas, diesel (on-site and off-site), liquified

petroleum gas, fuel oil, petrol and refrigerants.

Rotork’s scope 2 emissions come from the purchase

of electricity and steam. We track theconsumption

of energy in our facilities each month and, in line

with best practice, report bothour market-based

and location-based GHG emissions on a carbon

dioxide-equivalent basis.

2020 is the baseline against which we set our targets.

Scope 1 and scope 2 (location and market-based)

emissions in 2024 have been assured by DNV.

Annual energy consumption (kWh) is obtained from

both actual sources (invoices and meter readings) and

estimated sources (some office energy rates included

in monthly charge). Where conversion of units to

kWhis required, the latest conversion factors from

theUKGovernment are used. In line with the SECR

requirement to disclose the proportion of carbon

emissions andenergy associated with the United

Kingdom, we estimate that 17% of emissions and

21% ofenergy usage relates to our UK operations.

Scope 3 purchased goods and services and capital

goods were estimated based on mapping spend

data against the US EPA’s Supply Chain Greenhouse

Gas Emission Factors v1.3.

Fuel and energy-related scope 3 emissions were

calculated by applying WTT and T&D emission

factors to Rotork’s energy consumption data. Upon

review, a nominal amount of emissions previously

categorised as 'downstream leased assets' is now

classified as 'out of scope'. This category has been

removed and the 2023 total was adjusted accordingly.

Upstream transportation and distribution was

calculated using emissions data provided by suppliers.

A small proportion of freight activity – where supplier

calculations were not available – was calculated by

extrapolating the reported data based on spend.

Scope 3 waste generation in operations has been

calculated byapplying UK emission factors to waste

data collected by our facilities management team.

Business travel emissions have been calculated

using UK conversion factors, applied to distance

and nights away data for hotels, air, rail and road

transport. Employee commuting emissions were

estimated using full-time equivalents (FTEs), the

national commuting survey and UK emission factors.

Use of sold products has been calculated by applying

emissions factors to the average operational energy

usage of products over their lifetime. These emissions

factors are sourced from DEFRA, US EPA, NGAF,

IEAand carbonfootprint.com. This figure does

notinclude the well-to-tank or transportation and

distribution emissions related to product energy use.

End of life treatment has been calculated using UK

emissions factors applied to the number of products

sold by the business during the reporting period.

Emissions intensity (per £1m revenue) is calculated

by dividing location-based scope 1 and 2 emissions

by total revenue.

Scope 3 emissions

Category Unit of measure 2024 2023 2022

Purchased goods and services Metric tonnes CO

e 70,861 85,386 93,879

Capital goods Metric tonnes CO

e 181 600 271

Fuel and energy-related activities Metric tonnes CO

e 1,684 1,687 1,958

Upstream transportation

anddistribution Metric tonnes CO

e 7,899 28,881 24,108

Waste generation in operations Metric tonnes CO

e 196 209 205

Business travel Metric tonnes CO

e 4,857 5,707 4,106

Employee commuting Metric tonnes CO

e 962 1,870 1,894

Use of sold products Metric tonnes CO

e 253,939 248,465 285,588

End of life treatment of products Metric tonnes CO

e 1,374 1,045 638

Total scope 3 GHG emissions Metric tonnes CO

e 341,953 373,850 412,747

Rotork Annual Report 2024 rotork.com42

Sustainability review continued Strategic report Corporate governance Financial statements

Our commitments

Scope 1 and 2 tCO

e absolute reduction: we will continue to achieve significant progress

against ouremissions reduction target. In 2024, we launched a smart-metering trial which will

assess the feasibility of a rollout across the largest assembly sites within the business. Capital

projects, energy efficient practices and increased use of renewable energy will continue to reduce

our energy consumption and emissions. Investigating opportunities in paint plant optimisation,

heat recovery and electrification of heating will inform projects in future years.

Scope 3 tCO

e absolute reduction: we are committed to reducing the emissions resulting from

ouruse of sold products and our purchased goods and services. As these are the emissions of our

customers and suppliers, achieving reductions will involve both product design and engagement

with these stakeholders.

Operating responsibly continued

Climate change and

environmentcontinued

2024 performance highlights

Headline targets

37%

decrease in total scope 1 and scope 2 (market-based) emissions

versus 2020 baseline

9.5

tCO

e per £1m revenue (location-based)

The site's energy management is aided by the

facility's building management system.

Our use of renewable electricity continued to

increase in 2024, with 56% of power consumption

from renewable sources. In addition to the

solarpanels at our Changshu site, our sites in

Milwaukee and Houston (USA) transitioned to

purchasing renewable power. In 2025, we expect

to install solar panels at our Lucca (Italy) site.

Lastly, at our Manchester (UK) site, the end-of-life

gas heating system was replaced with an electric

alternative, removing the site’s primary source

ofscope 1 emissions.

Progress in 2024

During 2024, energy efficiency initiatives

continued to deliver savings. In the UK, several

sites completed equipment upgrades, controls

improvements and LED lighting installation,

achieving 95MWh of savings across the year.

Our site in Bergamo (Italy) undertook heating

and lighting optimisation projects, and our sites

in India optimised air conditioning systems and

trialled the use of variable flow drives (VFD).

Our new factory in Changshu (China) has several

energy and emissions-saving features. This LEED

Gold rated facility has nearly 1.5 MW of rooftop

solar capacity, energy-efficient painting facilities

and VFD-controlled air compressors.

rotork.com Rotork Annual Report 202443

Sustainability review continued Strategic report Corporate governance Financial statements

Reducing emissions at Manchester (UK)

Our site in Manchester has delivered a series

of emissions-saving projects over the past

three years. Solar panels were installed in

2022. Several energy-saving initiatives were

delivered over 2023-24, including LED lighting

and equipment upgrades. In 2024, the

existing boiler reached its end of life and was

replaced with a fully electric heating system.

The new system is expected to save up to

90tonnes of CO

e per year.

Prioritising environmental

performance at new facility (China)

Our new Changshu facility opened in 2024.

Thisfacility is rated LEED Gold and features

over 2,500 rooftop solar panels, modern

building fabric insulation, double-glazed

windows and EV charging facilities.

Operating responsibly continued

Climate change and

environmentcontinued

Water management and use

Water consumption across Rotork’s own sites

isrelatively small, predominantly comprised of

domestic and sanitary requirements. Some of

our usage is attributed to operational activities

such as paint processes, cleaning of products

and pressure testing of Rotork’s products before

shipping to our customers.

Our water withdrawal increased by 9% in

2024in comparison to 2023, largely the result

ofanunderground leak which was successfully

repaired during the period. Water management

opportunities were assessed as part of 10 resource

efficiency surveys which were undertaken in

2024. In 2025, each of the10 sites will establish

site-specific water management plans.

We have made a significant performance

improvement compared to pre-COVID years

with2024 usage down 7% against 2019.

2024 2023 2022

Total water

withdrawal

(in cubic metres) 36,130 33,269 34,045

Water stress and preservation

We completed our annual water stress risk

assessment in Q12024, to identify locations

which should be prioritised for water-use

reduction projects. We also examined risks

associated with water scarcity, flooding, water

quality and ecosystem services and determined

that only a limited number of sites are exposed

to water risks. Mitigation plans are also in

placeto protect our people, operations and

theenvironment.

Our role in water preservation

Demand for water infrastructure is strong across

both developing and developed markets. Leak

detection and water quality are a major focus of

the water industry and shortages are driving the

development of smart grids. The water network

infrastructure also requires modernisation in

many countries. Increasing regulations relating to

water quality, water reuse and sludge treatment

are driving water-related capital expenditure

across industry. Water scarcity is resulting in

greater need for recycling and desalination,

driving investment in these processes. Rising

water levels are necessitating flood defence

investment. There areapplications for Rotork’s

products in all these processes.

Waste management

We encourage all our sites to minimise the

volume of waste they produce and promote

asustainable method of waste disposal

wherepossible.

In 2024, total waste generated increased by

2%across our operations and our recycling rate

increased to 73% (72% in 2023). Our Lucca

(Italy) site team reduced hazardous waste by

optimising the cycles of the paint plant washing

tunnel, which reduced the amount of paint

waste by c.30%. In the UK, Rotork selected

anew waste collection and disposal supplier,

which will prioritise diverting waste-from-landfill

across our UK sites. Our waste performance

in2025 will benefit from the transition to this

supplier and our continued segregation of

on-sitewaste streams.

Unit of measure

inmetrictonnes 2024 2023 2022

Total waste 2,399 2,363 2,068

Waste recycled 1,744 1,712 1,428

Sent to landfill 337 396 401

Of which hazardous 23 46 56

Sent to energy recovery 318 256 239

Rotork Annual Report 2024 rotork.com44

Sustainability review continued Strategic report Corporate governance Financial statements

Circular economy and

productresponsibility

We are committed to enabling a sustainable

future, meeting our science-based emissions

reduction targets and contributing to a

low-carbon economy through our intelligent

products and services.

Materials use

We generally operate an assembly-only philosophy

across the Group, meaning that most of the

manufacturing processes to produce our products

are undertaken by our suppliers. The main

components of our products – aluminium, steel

and copper – are highly recycled and recyclable.

Components vary by product family, depending

on how they are operated – electrically,

pneumatically, or hydraulically. The weight of

material inputs also varies by product across our

portfolio. Our IQ3 actuator, one of our flagship

products, provides an example of the typical

materials we use in our electric actuator product

range. These are: metals, glass, electrical and

electronic equipment, batteries, plastics, oil/

grease and rubber.

We expect suppliers to apply the principles of

our Supplier Code of Conduct. This Code covers

our expectations of social, ethical and environmental

conduct, published on our website and included

in our standard terms. The Supplier Code of

Conduct requirements include an expectation

that suppliers calculate and publish emissions

associated with their manufacturing activities.

Our suppliers are required to certify their

adherence with product compliance regulations,

and we seek compliance from suppliers globally.

Product safety

Rotork products play an important role

insupporting customers’ safety objectives.

AllRotork products are compliant with

internationally recognised safety standards.

Many of our products are externally certified

tointernationally recognised safety standards,

approximately 50% are externally certified

foruse in hazardous locations. This includes

products that are compliant with functional

safety standards for applications such as safe

plant operation and emergency shutdown.

Product stewardship

Environmental criteria are considered as an

integral part of our product development

process. We aim to reduce the impact of our

products through the consideration of key

sustainability performance features: (i) standby

energy, (ii) in-use energy, (iii) recycled content

inproduct and packaging, (iv) recyclability of

product and packaging, (v) material reduction

(incorporating paint and adhesive reduction),

(vi)disassembly, and (vii) recovery.

In 2024, Rotork expanded its ability to undertake

product footprints. In 2023, we selected and

began to roll out lifecycle assessment (LCA)

software. In 2024, we undertook four initial

LCAs, with further studiesplanned for 2025.

This work will enableus to identify opportunities

to reduce environmental impacts and to deliver

on our sustainability commitments.

Operating responsibly continued

rotork.com Rotork Annual Report 202445

Sustainability review continued Strategic report Corporate governance Financial statements

Standby energy

reduction

In-use energy

reduction

• Recycled content

• Recyclability

2030 2045

• Material reduction

• Disassembly

• Recovery

To achieve our 2030 target of reducing

emissions from product use by 25%,

we have introduced these energy

requirements for all future products

To achieve net-zero for scope 3

emissions by 2045, we are embedding

these additional sustainable design

principles for all future products

Enabling a Sustainable Future

Helping customers better their own environmental performance,

whilst at the same time working to improve our own

Operating responsibly continued

Circular economy and product

responsibility continued

Product stewardship continued

We are particularly focused on the environmental

performance of products in their use phase, where

we have the greatest opportunity to support

apositive environmental impact. We calculate

emissions associated with the use of sold products

during the year, as part of the calculation of our

scope 3 inventory on page 42. We have set a

science-based target to reduce those emissions

by 25% by 2030 and arebuilding this into our

product development roadmaps.

Reliability Services

Rotork’s Reliability Services offering is a suite

ofservices provided by Rotork Service to help

customers manage their assets efficiently. It is

afull lifecycle asset programme that enables

customers’ critical assets to operate at peak

performance level, ensuring wider site uptime

and productivity, improved safety and reduced

environmental impacts. Reliability Services

offersa service contract model that supports

customers towards better maintained assets

delivering greater process uptime.

Intelligent Asset Management is a cloud-based

platform that sits within the Connected Services

part of Rotork’s service business. The analytics

platform collects information from the data logs

held within intelligent electric actuators, offering

anomaly detection and accurate asset health

reporting that allow a user to understand the

condition of their assets. This conditional insight

supports both predictive and preventative

maintenance strategies.

Service and maintenance programmes can be

designed several ways. One way of approaching

maintenance is to service assets on a regular

schedule, regardless of age or usage. However,

the age of a device is not the best predictor of

the likelihood of actuator or valve failure; the

precise condition of an asset is much more

accurate. Some actuators are not frequently

operated, instead providing testing or

emergency shutdown (ESD) capabilities.

Conversely, some offer constant modulating

control in harsh environments.

Specific condition monitoring, using data from

each actuator in the field, provides information

about the actual operational characteristics of

each asset. Data can be collected, analysed and

then used to optimise the delivery of maintenance.

This proactive analysis of data is key. It enables

earlier failure prediction, reduced failure risk

andcost, and a maintenance programme that is

scheduled to match risk levels. Longevity of data

capture is also important; the longer an asset

ismonitored for, the richer the data it provides

becomes. By keeping a site running at an

optimum level, customers are able to make the

most efficient use of environmental resources.

Responsible disposal at end of life

Our product manuals provide end-user advice

ondisposal when an asset reaches the end of

life stage, in accordance with environmental

standards. We provide specific guidance on the

disposal of batteries, electrical and electronic

equipment, glass, metals, plastics, oil/grease

andrubber. The majority of these are readily

recyclable, with others recyclable by specialists.

Our manuals also include detailed health

andsafety advice for the installation and

operation of products. We publish manuals

onour website in numerous languages.

See:www.rotork.com.

Due to their nature, our products typically have

along lifespan and are replaced infrequently.

Generally customers take responsibility for

disposal at end of life.

Rotork Annual Report 2024 rotork.com46

Sustainability review continued Strategic report Corporate governance Financial statements

Integrated Ethernet and

circulardesign

One of Rotork’s achievements in 2024

wasthe delivery of our Integrated Ethernet

solution. As part of incorporating sustainability

in product design, the terminal board’s

enclosure is 85% recycled nylon. The embodied

emissions of recycled nylon are 68% lower

than that of virgin nylon.

Operating responsibly continued

Supply chain management

We expect our suppliers to maintain high

standards of ethical conduct – aligned with our

environmental and social aims – to maximise

value created for us, those working in our supply

chain, our communities and the environment.

Rotork has a long-standing reputation for

integrity, fair dealing, ethical behaviour and

paying on time. As part of our Growth+

strategy, we are working to rationalise our

supply base and concentrate our spend with

strategic supply partners. We spent over £360m

with suppliers in 2024. Approximately 75%

ofour spend in 2024 was with 260 suppliers

(management estimate). Our spend on product

assembly and supply can be grouped into four

main categories, as shown by the pie chart on

the next page.

We have comprehensive quality assurance

procedures for suppliers. These include supplier

approval and component qualification processes,

supplemented by supplier visits and a vendor

rating system, to measure their performance.

Our approach

All suppliers are expected to comply with our

Supplier Code of Conduct. This describes expected

standards, including promoting equal opportunities,

human rights, freedom of association, labour

rights, environmental protection and our

zero-tolerance approach to bribery and corruption.

It applies to all suppliers globally and their own

supply chains. We will take appropriate action

against any supplier that fails to adhere to our

Code, which can include the termination of

theircontract.

We undertake due diligence on prospective

suppliers and assessments of existing suppliers

to manage modern slavery risks in our supply

chain. We engage an independent intelligence

provider to help analyse our supply base and

follow up with audits when necessary.

During 2024, we established a cost engineering

team and invested in software to measure and

optimise component design which can reduce

lifecycle GHG emissions. This software is now

integrated into our New Product Development

process to reduce emissions and optimise cost from

the design stage. The 'Design for Manufacture'

methodology identifies component design and

manufacturing process changes that enable

reduced manufacturing costs allowing suppliers

to maintain a sustainable margin and deliver

competitive pricing.

Our Supplier Code of Conduct

Our Supplier Code of Conduct sets out our

expectations of suppliers on environmental,

social and governance topics. This includes an

express right of audit, incorporating a requirement

to make supplier premises and personnel accessible

to Rotork. TheCode is applicable to all suppliers

and thirdparties globally.

Our Code includes an explicit requirement for

suppliers to pursue efforts to publicly report

greenhouse gas emissions. In addition, it

expressly sets out our requirement for suppliers

to pay wages and benefits that meet or exceed

national minimum requirements and to adhere

to working time regulations; to comply with

applicable laws and regulations relating to

faircompetition, money-laundering and the

non-facilitation of tax evasion; and to adhere

toboth the spirit and the letter of our Conflict

Minerals Policy. The Code also encourages

suppliers to align with internationally recognised

social standards, such as SA8000. The Code

isembedded in all new supplier contracts.

We have a defined, Group-wide process to

validate that suppliers are meeting the requirements

of our Supplier Code of Conduct and upholding

Rotork’s commitments to social, environmental

and ethical standards in the supply chain. The

process outlines our approach to assessment

ofsocial, environmental and ethical risks, which

includes supplier self-assessment, enhanced

surveys for suppliers scored as medium or

highrisk, and site audits for medium- and

high-risk suppliers.

Our risk scores are developed through a

combination of factors, including scores relating

to their country of operation, with country-based

index scores for human freedom, child labour,

corruption and health and safety, drawing on

internationally-recognised indices provided by

organisations such as the International Labour

Organization. The process also documents our

escalation procedures for any concerns identified,

with significant concerns to be reported to the

Legal Department.

Supply chain emissions

One of our three science-based climate targets

isa supplier engagement target which ultimately

aims to reduce the emissions associated with our

purchased goods and services. We are committed

to engaging with suppliers on the topic of emissions

measurement and data sharing, with a target

that 25% of our suppliers (by estimated emissions)

will set science-based targets by 2027. In 2023,

our procurement team engaged 84 suppliers

through four interactive webinars and targeted

one-to-one workshops which introduced the

topics of emissions measurement, reduction

andtarget setting. In 2024, we added the topic

of supplier emissions to the strategic business

reviews with suppliers, began to review

approaches for gathering supplier emissions

data, and undertook an assurance readiness

review of our current calculation approach.

Risk management

As an international group with a predominantly

out-sourced manufacturing model, our supply

chain is key to us delivering our purpose of

‘keeping the world flowing for future generations’.

Supply chain disruption is identified as a principal

risk to the business. As a result, we monitor our

supply chain very closely. Disruption could arise

for a number of reasons, for example as a result

of a tooling failure at a key supplier, a transportation

issue, or a severe weather event impacting a

keysupplier.

We identify critical suppliers and components

through our formal risk assessment process

andfocus our risk management efforts on the

suppliers that present the greatest risk to our

business. Criticality is determined via a number

of criteria, including business dependency, criticality

of the commodity supplied and financial

considerations, such as spend and contribution

to revenue. In 2023, the risk framework we use

for the assessment of supplier risk was expanded

to include a wider range of risk domains and

elements. During 2024 the framework was applied

to the top 50 suppliers across the Group and

was developed to better define our definitions

of risk and resilience, material risk domains and

risk elements, and levels of diligence that will be

applied to different types of suppliers. The risks

are captured on a centralised scorecard and

reviewed quarterly to identify if any specific actions

are required. The framework also outlines several

workstreams to improve resilience, including

single-source risk mitigation strategies, sub-tier

resilience and systematic scenario planning

andstress testing processes. During 2025,

wewill continue to expand the application

ofthe framework and implement the

resilienceworkstreams.

rotork.com Rotork Annual Report 202447

Sustainability review continued Strategic report Corporate governance Financial statements

Operating responsibly continued

Supply chain

managementcontinued

Risk management continued

Our approach to supplier sustainability focuses

on (i) key Group suppliers and (ii) highest risk

suppliers. We use a third-party software platform to

support management of supplier self-assessments

and ensure their timely completion. The platform

also includes additional ESG and compliance

modules that we ask suppliers to complete on

specific topics, such as greenhouse gas emissions

reporting. The software automates the collection

and collation of suppliers’ responses to support

our effective oversight and management of

ESGissues in the supply chain. During 2024 we

appointed additional resources to increase the

number of suppliers onboarded on the platform.

As a result we have doubled the number of

targeted suppliers, and tripled the number of

suppliers which registered and reported data

toRotork. Wehave implemented a systematic

approach to following up with non-responsive

suppliers and red flags. During 2024 we adopted

a dedicated software platform for supplier

cybersecurity checks. The service is more

targeted and has amore specific question set.

The results are reviewed by a third party which

provide recommendations to our procurement

and cybersecurity teams.

Our supplier assessment and onboarding process

ensures that potential suppliers that do not meet

the minimum standards criteria are eliminated

early from any formal tendering or engagement

process. We also provide feedback to any

companies we have assessed, even if they are

unsuccessful, to provide them with potentially

valuable development opportunities. Our Group

vendor approval questionnaire includes questions

aligned to our updated Supplier Code of Conduct.

It was updated in 2024 to improve the question

set and incorporate new requirements.

We have incorporated sustainability related

questions in our routine on-site supplier

assessments and we are continuing to

ensuresustainability elements are included

insite-level processes.

Product assembly and supply spend(2024)

Conflict minerals

Rotork does not purchase raw materials from,

orwork directly with, smelters or refineries

– wepurchase components several tiers removed

from smelters in the value chain. Our approach

istherefore based on engaging with our suppliers

to identify, manage and correct any risks. We

report transparently on our engagement and risk

management procedures to support stakeholders’

understanding of our approach.

Our Conflict Minerals Policy sets out our

commitment to not use tantalum, tin, tungsten

and gold (3TG) that directly or indirectly finances,

or benefits, armed groups in the Democratic

Republic of the Congo or adjoining countries.

The scope of the Conflict Minerals Policy also

includes other Conflict Affected and High

RiskAreas (CAHRAs). Management responsibility

forthe policy lies with our CEO. The policy is

published on our website at: www.rotork.com.

We exercise due diligence based on the ‘Responsible

Minerals Initiative’ (RMI) guidance, by mapping our

supply chain using its reporting templates and

following up any concerns raised via a corrective

action management process. Group-wide

procedures define our risk management process

and support the commitments made in our Conflict

Minerals Policy. We describe in-scope commodities;

the supplier communications approach (including

the requirement for an annual supply chain conflict

minerals survey, based on the template provided

by the RMI); and the management

approach in

the event of supplier non-conformance.

Our Group-wide conflict minerals management

procedure also describes our definition of

high-risk smelters, to guide colleagues in

interpreting the results of the supplier conflict

minerals survey, which collects information on

the smelters used by our suppliers and minerals’

country of origin.

We have a dedicated conflict minerals section

onour employee intranet to help drive awareness

of conflict minerals, the problems associated

with them, how to identify the risk of these in

the supply chain and how to respond to requests

forRotork’s conflict minerals declaration.

We also educate suppliers of commodities that

could contain 3TG about conflict minerals risks

when we request their responses to our annual

survey. If we identify and confirm that a supplier

is using a high-risk smelter, our process is to

engage with our supplier to request that they

change their source, and ultimately we may

re-source to a supplier that does not use

high-risk smelters.

Modern slavery awareness training

Our training programme aims to raise employee

awareness of modern slavery and human

trafficking risks in our business and supply chain.

It includes mandatory human rights eLearning

for our global online population, designed to

build knowledge of, and capability to identify

and manage, modern slavery risks.

See page 50 for further information about our

approach to mitigating modern slavery and human

rights risks in our business and supply chain.

Mechanical components 60%

Electronic and electrical components 14%

Other indirect categories 17%

Transportation and logistics 6%

Packaging 3%

Rotork Annual Report 2024 rotork.com48

Sustainability review continued Strategic report Corporate governance Financial statements

Priorities for 2025

• Develop our approach for requesting and

tracking supplier emissions data.

• Engage with engineering to embed the

Design for Manufacture and Lifecycle

Assessment processes.

Operating responsibly continued

Culture, ethics and governance

We strive to act ethically and in line with our

values in the way that we do business. This is

rooted in our culture and reflected in our Code

of Conduct.

Our Code of Conduct

Our Code of Conduct sets out the standards

ofbehaviour that Rotork expects from anyone

acting on Rotork’s behalf, including all permanent

employees, temporary workers and contractors.

It is designed to underpin and shape our people’s

behaviour, forming part of our desired culture,

and serving as an important reference point as

they carry out their day-to-day responsibilities

and represent our business. We expect everyone

to follow the Code and act with integrity at

alltimes.

We updated our Code of Conduct during 2024.

Key updates included new topics, the addition

ofpractical Q&A scenarios using examples that

are relevant and directly applicable to Rotork’s

business activities, and a new design to give the

Code a fresh look and feel.

The Board reviewed the updated Code of

Conduct as part of its oversight of culture

andgovernance within the organisation.

Following this our CEO, Kiet, launched the

refreshed Code in November 2024 and we

further communicated its launch via a news

article on our all-employee global intranet site.

New mandatory eLearning was developed

(which was launched in January 2025), to

improve employee awareness and understanding

of the Code and its supporting policies. Similar

in-person training has been developed on the

Code of Conduct for non-digital employees.

Boththe Code of Conduct and the associated

eLearning are available in 11 languages.

Our Code of Conduct is published on our

website at www.rotork.com/en/sustainability/

esg-reports-and-policies/rotork-code-of-conduct.

We have a number of policies that sit beneath

and support our Code of Conduct, covering

Anti-Bribery and Corruption, Speak-Up,

Confidentiality, Conflicts of Interest, Fair

Competition, Gifts and Hospitality, Data

Protection, Modern Slavery and Trade Sanctions.

These policies apply to our operations globally,

including to subsidiary companies and

jointventures.

We continue to embed our values and Code

ofConduct across our organisation worldwide.

Our Supplier Code of Conduct sets out our

coreexpectations in terms of ethical values and

behaviours of our suppliers and our suppliers’

own supply chains. Our Supplier Code of

Conduct is published on our website at

www.rotork.com/en/sustainability/esg-reports-

and-policies/supplier-code-of-conduct-policy.

Ethics and compliance training

Employee training and awareness is one of the

core elements of our Ethics and Compliance

programme. New joiners are introduced to our

values and expected behaviours during formal

induction sessions.

We have an eLearning platform that enables a

range of ethics and compliance training to be

provided to employees and provides full auditability.

This includes mandatory training on a variety of

topics, which is available in a number of languages.

As well as foundation Code of Conduct modules

and Speak Up training that re-emphasises both

the importance of speaking up if wrongdoing is

suspected and Rotork’s no-retaliation policy, our

new joiners training programme includes courses

on anti-bribery and corruption, conflicts of

interest, fair competition, modern slavery,

giftsand hospitality and data protection.

rotork.com Rotork Annual Report 202449

Sustainability review continued Strategic report Corporate governance Financial statements

Operating responsibly continued

Culture, ethics and

governancecontinued

Ethics and compliance training continued

As part of our commitment to good governance,

our mandatory compliance certification, launched

each year in January, asks colleagues to complete

a statement confirming compliance with our

Code of Conduct and associated policies, the

completion of all mandatory training, and any

actual or potential conflicts of interest. Any

conflicts of interest declared are reviewed,

assessed and addressed where necessary. As part

of its oversight of culture within the organisation,

the Board received an update onthe completion

of these mandatory certifications by our employees.

Human rights and modern slavery

Rotork continually looks for ways to support the

promotion of human rights within our operations

and our sphere of influence. We obey the laws,

rules and regulations of every country in which

we operate. We respect internationally-recognised

human rights, as set out in the United Nations

International Bill of Human Rights and the

International Labour Organization’s Declaration

on Fundamental Principles and Rights at Work.

These cover freedom of association, the

abolition of forced labour, equality and the

elimination of child labour.

This might include: placing appropriate

contractual obligations on a supplier; working

together with a supplier on a corrective action

plan; or ceasing to work with a supplier altogether.

Further information about the steps we take to

address modern slavery risk is set out in our 2024

Modern Slavery Statement at www.rotork.com/

en/investors/modern-slavery-statement.

Anti-bribery and corruption

Rotork has a zero-tolerance policy towards

bribery and corruption worldwide, irrespective

ofcountry or business culture. Both our Code of

Conduct and Anti-Bribery and Corruption Policy

prohibit the offering, paying or solicitation of

bribes in any form. Additionally, our Gifts and

Hospitality Policy provides guidance on the rules

relating to the giving and receiving of gifts and

hospitality. Requests to offer or accept gifts or

hospitality (over a de minimis threshold) are

recorded in our automated register, together

with whether approval has been granted.

Third-party risks

We have procedures in place to manage

third-party risks (including bribery risk) across

our operations, through each of the selection,

appointment and monitoring stages. Following

arisk-based review of our channel partners

(agents, distributors and resellers) population

undertaken in 2023, during 2024 the findings

from the review were used to enhance our

existing programme and will continue in 2025.

Our Modern Slavery Policy includes a range of

key performance indicators (KPIs), to monitor the

risk-based actions that we take to mitigate risk

and to assess the effectiveness of our control

measures. We review the KPIs annually to ensure

they remain relevant and appropriate.

The policy is supported by training that aims to

raise employee awareness of modern slavery

andhuman trafficking risks in our business and

supply chain. All employees who have access to

the eLearning platform receive our mandatory

modern slavery course. The course content

includes what modern slavery is, its forms and

key indicators, how to identify and respond to

modern slavery risks, key risk areas, and how

toreport concerns. The course also provides

targeted content for members of the Rotork

Management Board and our Procurement and

Human Resources functions. Our foundation

Code of Conduct eLearning and training for

ournon-digital employees also include a

moduleon human rights and modern slavery.

Our Supplier Code of Conduct sets out our

minimum expectations regarding human and

labour rights, among other requirements.

Weassess potential slavery and human trafficking

risks arising from supplier relationships using

anumber of different methods. These include

assessing new and existing suppliers and

conducting supplier site visits. In the event

thatan issue is identified, we will undertake

appropriate remedial action.

Sanctions

Rotork has in place an established sanctions

compliance programme that seeks to mitigate

risk relating to trade and financial sanctions;

thisincludes screening third parties through

sanctions software and monitoring changes in

legislation for restrictions on supplying products

in certain territories or to certain third parties.

With a focus on mitigating against diversion of

goods to sanctioned territories and sanctioned

persons, policies and procedures (documented in

the Sanctions Manual) were updated throughout

2024 and actions highlighted in the sanctions

risk assessment were implemented. Review and

updates to the policies and procedures were

made with reference to guidance released from

US, EU and UK regulatory authorities, including

the new Office of Trade Sanctions Implementation

which was established by the UK government in

October 2024. Further training was also provided

during 2024 and will continue throughout 2025.

Fair competition

During 2024 we reviewed our Fair Competition

Policy, and prepared updated policy wording

and an accompanying manual, which provide

more in-depth guidance for our employees.

Launch of these documents, as well as

accompanying targeted, risk-based training

torelevant employees, is planned for 2025.

Rotork Annual Report 2024 rotork.com50

Sustainability review continued Strategic report Corporate governance Financial statements

Operating responsibly continued

Culture, ethics and

governancecontinued

Our policy on political donations

Rotork is a politically neutral organisation. Our

Code of Conduct includes a section on political

donations, confirming that Rotork does not

make political donations in any part of the world,

to any political campaign, party, candidate or

their affiliated organisation. No political donations

were made during the year.

Encouraging colleagues to ‘Speak Up’

Rotork has an open and transparent culture, and

this is underpinned by our Speak Up Policy.

Our Speak Up Policy encourages the reporting

ofany suspected wrongdoing as soon as possible

and without fear of detrimental treatment

because of raising a concern. It applies to all

individuals working within, for, or with Rotork,

including suppliers.

We offer a range of channels for raising concerns.

Our policy encourages colleagues to contact

their line managers, our Head of Ethics and

Compliance, our Chief Human Resources Officer

or our Group General Counsel & Company

Secretary. We also offer an independent, global

and multilingual external reporting service

managed by Safecall. This service allows concerns

to be raised anonymously if preferred.

Theservice is available to employees, external

stakeholders and the public and is operated

24hours a day, seven days a week. Reports can

be made to a local freephone number or submitted

via Safecall’s website. All concerns raised are

investigated promptly.

In 2024, we continued to promote the

importance of speaking up and our different

Speak Up mechanisms, through mandatory

eLearning and other communication channels.

Our Speak-Up Policy is available in 11 languages

and is published on our website at www.rotork.

com/en/sustainability/esg-reports-and-policies/

speak-up-policy.

Priorities for 2025

Aiming to continuously improve, our key

priorities in 2025 are to:

• Deliver training to all Rotork employees

onour refreshed Code of Conduct.

• Launch our revised Fair Competition

Policyand manual and accompanying

employee training.

• Continue to enhance our third-party risk

management programme.

Board-level oversight

As part of its ongoing oversight of the

Company’s good governance practices and

oversight of the Company’s culture, the Board

received a detailed presentation from the Group

General Counsel & Company Secretary on

Rotork’s ethics and compliance programme at

itsAugust 2024 meeting, together with further

updates at other meetings during the year as

necessary. The Board reviews concerns reported

about suspected wrongdoing, and, where required,

agrees actions to be taken to prevent a potential

reoccurrence. The Board is updated on the

compliance training undertaken and planned

during the year, together with completion

statistics. It also reviews the results of our

employee engagement surveys, to help identify

any areas where employees feel that there is a

divergence between their experience and our

stated culture.

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Enabling a

sustainable future

Our mission

To help drive the transition to a low carbon

futurewhere environmental resources

areusedresponsibly.

Our commitments

• We play our part to enable the global

energytransition and support a cleaner,

moresustainable future.

• We support customers’ energy and emissions

reduction and enable them to incorporate

renewable energy into their operations.

• We enable sustainable management of

waterresources and greater waterefficiency

for our customers.

In this section

• Electrifying upstream oil and gas

• Ensuring supply of key transitional materials

• Advancing sustainable fuels

• Managing water resources

SDGs we will progress

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Enabling a sustainable future continued

Electrifying upstream oil and gas

As electrification of the upstream and midstream

becomes ‘business as usual’, Rotork is well

placed to support and benefit from the transition

to electric powered valve actuators and away

from the fluid power actuators used traditionally

in these sectors of the oil and gas industry.

The signatories of the Oil and Gas Decarbonization

Charter (OGDC), which represent 43% of global

oil and gas production, are aiming for (i) near-zero

upstream methane emissions by 2030 and (ii)

zero routine flaring by 2030. Electric actuation

isplaying a crucial role in achieving these aims.

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Division: Oil & Gas

Segment: Target

Sector: Upstream electrification

Region: APAC

Oil and gas producers are seeking to electrify

their operations and integrate the use of

renewable energy as an alternative to traditional

fuel sources in order to reduce their scope 1

and 2 emissions per barrel of oil equivalent

produced. In 2024 Rotork won a large order

for electric control valve actuators from a

major oil and gas exploration and production

company working to electrify operations at

amature gas field in EasternAustralia.

Division: Oil & Gas

Segment: Target

Sector: Upstream electrification

Region: EMEA

A typical oil and gas production wellhead

utilises a choke valve to control the flow

andpressure of hydrocarbons to the next

production process step. Traditionally the

choke valve has been controlled manually

using a hand wheel. A disadvantage of this

method is the risk of methane emissions

downstream (e.g. through emergency

venting) if there is an unplanned increase

inflow or pressure whilst the wellhead is

unmanned. An alternative is to use electric

actuators to control the choke. This approach

was taken by a Rotork customer for its new

oil field located in East Africa.

Enabling a sustainable future continued

Ensuring supply of key

transitional materials

The transition to low-carbon technologies will

require a reliable supply of critical metals and

minerals used in clean energy systems such

assolar and wind power, electric vehicles and

batteries, and hydrogen electrolysers. However,

the increased demand for these materials may

surpass current known resources.

Rotork products have applications across the

mining and metals value chains. In the mining

industry, applications include dewatering, HVAC

and dust control in underground mines, as well

as slurry pumping, dewatering, water management

and flotation. Additionally green hydrogen,

produced with the help of Rotork flow controls,

can facilitate the lower-impact production of

essential basic materials like steel and cement.

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Division: CPI

Segment: Target

Sector: Mining

Region: Americas

Copper is widely seen as the ‘energy

transition’ metal due to its role in renewable

energy infrastructure, energy storage systems

and electric vehicles. Rotork’s IQ3 electric

actuators were selected for critical flow

control applications in an important water

reuse project by a mining customer. When

the project is completed the mine will no

longer have to draw water from a local river.

Division: CPI

Segment: Target

Sector: Decarbonisation – hydrogen

Region: EMEA

Steel is widely viewed as essential for modern

living whilst at the same time being a difficult

to decarbonise industry. Rotork is working

together with a highly innovative customer

inNorthern Sweden which is scaling up a

production process to produce green hydrogen,

green iron and green steel. Oncethe customer

has succeeded in steel production it plans to

turn its hand to other hard-to-abate industries.

Enabling a sustainable future continued

Advancing sustainable fuels

The global aviation and maritime sectors –

responsible for 4-6% of total global emissions

– have both committed to net-zero by 2050.

Inaddition to operational efficiencies, the

increased use of lower-carbon fuels is an

important part of their transitions.

Existing sustainable fuel projects already utilise

Rotork’s network control equipment and electric

actuators. The increased use of green hydrogen

as a transport fuel is also an opportunity for

further applications of Rotork technology. Green

hydrogen is produced from water and electricity

using an electrolyser, with each electrolyser

requiring a significant amount of highly certified

flow control equipment. Decarbonising transport

offers power-to-fuel opportunities in renewable

gases, fuels, and ammonia production.

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Division: CPI

Segment: Target

Sector: Marine

Region: APAC

Leading shipowners are transitioning to

low-carbon and zero-carbon fuels such as

methanol and ammonia in order to achieve

net-zero emissions in the sector by 2050.

In2024 Rotork’s battery-backed-up electric

actuators were selected – over traditional

pneumatic powered actuators – by a major

shipping and logistics company for installation

on its latest green methanol powered

container vessels. These vessels will produce

significantly lower lifecycle emissions

compared to traditionally powered ones.

Division: CPI

Segment: Target

Sector: Decarbonisation

Region: APAC

Hydrogen has a wide range of potential

future applications, thanks to its versatility

and its clean energy properties. Possible

applications include transportation, industrial

processes (e.g. steel), power generation,

heating, and energy storage. Rotork is

supplying its fail-safe flow control solutions to

an Australia-based electrolyser manufacturer

currently building one of the world’s largest

proton exchange membrane electrolysers.

Enabling a sustainable future continued

Managing water resources

The World Economic Forum’s Global Risks Report

2025 rated extreme weather events (including

flood and drought) as the second highest risk

over the next two years and themost severe risk

over the next ten years. Atpresent, at least half

ofthe world’s population experience high water

stress for at least one month each year.

Technology will play an important role in managing

these risks through increasing efficiency, supply and

protection. Rotork technology assists water and

wastewater treatment, recycling and desalination

processes, as well as playing a role in flood defence

infrastructure. In all these applications, Rotork

provides innovative, reliable flow control solutions

to help manage water and build resilience to

extreme weather events.

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Division: Water & Power

Segment: Target

Sector: Water

Region: APAC

There is strong demand for water infrastructure

across developed and developing markets

driven by health and safety, economic

development and population growth and

migration. During 2024 Rotork commenced

amajor wastewater treatment plant upgrade

project by the Selangor river in Malaysia –

replacing a nearing-retirement Rotork system

with the latest IQ3 Pro electric actuators and

Pakscan network controllers.

Making a positive

social impact

Our mission

To support thriving, fair

andresilient communities.

Our commitments

Diversity

• We develop and deliver initiatives to drive

greater representation from diverse groups,

including gender and ethnic diversity.

Fair pay

• We contribute to a fairer society more

broadly, including by ensuring 100%

ofemployees are covered by our Fair

PayFramework.

In this section

• Brand and reputation

• Our people and culture

• Our social contribution

SDGs we will progress

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Making a positive social impact continued

We aim to support thriving,

fairandresilient communities.

We strive to make a positive social impact on

ourpeople, supply chain, and communities. By

providing high-quality employment, we contribute

significantly to economic stability. We engage

proactively and fairly with all stakeholders to

understand and address their needs. Additionally,

we support charitable causes aligning with our

sustainability goals and employees’ interests,

extending our positive impact.

We are committed to being a fair employer,

promoting equal opportunity and fostering an

inclusive workplace. Recognising that diversity

enhances business success, we actively work to

advance underrepresented groups and tackle

social inequality through targeted outreach

programmes. By nurturing talent from diverse

backgrounds, we create a culture where everyone

can thrive and contribute to our success.

This section outlines how we engage with and

support our people and communities, positively

impacting individuals and society.

Brand and reputation

Rotork’s brand is globally recognised and highly

respected. It stands for innovative, quality,

market-leading products and services.

Our brand and reputation are consistently ranked

among the most important sustainability issues

in our materiality assessments. Our sustained

success relies on building and maintaining

Rotork’s strong brand with new and existing

customers and employees.

Attracting, developing, and retaining a diverse

range of talented individuals by being an employer

of choice, providing fair and equal pay and

benefits, and demonstrating our commitment to

diversity and inclusion are central to maintaining

our market leadership and seizing new

growthopportunities.

Our people and culture

At Rotork, we strive to be a great place to work.

Engaged and committed employees are essential

to successfully delivering our strategy and

achieving sustainable business growth.

Talent management and

successionplanning

Attracting, recruiting, developing, and retaining

talented people is key to successfully delivering

our strategy.

We completed a full talent review process

in2024 to look at our skills and capabilities

throughout our entire organisation and reviewed

colleagues identified as future talent for succession

planning purposes. Our senior leaders also

completed a personal profile, which our Board

reviews as part of our talent management process.

Personal profiles (which include a comprehensive

development plan) enable us to better understand

in detail our talent pipeline and ensure the

rightdevelopment is in place for key individuals.

33% of our senior leaders are new in their role

in2024, with around half of those being

internalpromotions.

In 2024, we digitalised our performance

management process to enhance the experience

for our people and managers and ensure that

all employees' objectives are aligned with

delivering our strategy. We conducted

performance management training during the

new system's launch and refresher training

throughout the year. Our new performance

management system enabled our colleagues

totie their objectives directly to our Growth+

strategy. It provides an easy-to-use, transparent

process to support their performance and

development conversations with their managers.

2024 also saw the third intake of our global

Graduate and Internship Programmes as we

continued our commitment to developing early

career talent. We have set a target that at least

50% of participants in our schemes are diverse,

female, ethnic minority, or from other groups

currently underrepresented in our business

toincrease the diversity of our talent pipeline.

We exceeded this target in 2024 (90%). Our first

wave of graduates also rolled off the programme

into permanent positions around the business.

In 2024, we again donated unused funds from

our UK apprenticeship levy to organisations

inother industries that support young people

indeveloping new skills and capabilities.

We are proud to have a good mix of long-serving

and newer employees. 37% of employees have

been with Rotork for over ten years, while

46%joined in the last five years. We believe

themix of Rotork experience and new external

experience is integral to our success and enables

us to continue to develop and grow.

In 2024, we launched a programme to

understand our culture, identify strengths, and

uncover long-term opportunities to accelerate

growth and scalability. While our existing

values have served us well over the past five

years, this initiative provided an opportunity to

evolve, aligning more closely with our Growth+

strategic pillar “Invest in our People and

Culture” and shaping the sustainable future

ofRotork’s leadership.

To evolve and continue to build on our strong

cultural foundations, we engaged 800 employees

across 27 countries, listening to their insights

to understand our strengths and areas for

growth. This feedback was instrumental in

understanding our path to evolve from our

previous values, to defining our new cultural

DNA which will guide us forward:

We value our customers

We grow together

We win as a team

These principles will shape how we lead, grow,

and engage our people and customers, fostering

behaviours and experiences that drive success.

Our cultural DNA reflects what makes Rotork

unique while laying the foundation for

collaboration, innovation, and shared success.

In January 2025, we began introducing our

evolved Cultural DNA attributes with our

employees and leaders. Throughout 2025 and

beyond, a full roll out of a comprehensive

behaviours framework that underpins these

DNA attributes will be deployed. This will

bereinforced by actionable behavioural

competencies linked to both the “what” and

“how” of performance – empowering us to

tackle challenges, seize opportunities, and

unlock our full potential as an organisation.

This multi-year journey ensures that our culture

remains a driver of long-term success. By

embracing our evolved DNA as Rotork scales,

we are building a more customer-focused,

connected, and winning Rotork.

Cultural journey: building a stronger Rotork

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Making a positive social impact continued

Our people and culture continued

Training and development

We recognise that a strong learning culture is

essential, and we are focused on ensuring that

our people have the right skills and experience

to deliver our Company strategy.

In 2024, we completed our 12-month Leadership

Programme for our senior leadership population,

which focused on developing leadership capabilities

aligned with our values. We also launched the

Business Manager Programme for our Country

Leaders, Plant Managers, and other regional

leaders, which built on the foundations of our

Leadership Programme to develop commercial

and operational leadership capabilities.

Line managers also attended performance

management workshops, which focused on

achieving results that align with our values

andaligning reward with high performance.

We also continued to develop the learning

content and hosted functional programmes

inour learning system, learning@rotork.

Employee engagement

Employee feedback is critical in ensuring our

employees’ views are considered in decisions

made at the Board and management levels.

These insights also mean we can respond to

anyconcerns promptly and understand what

matters most to our people.

In 2024, we transitioned from our internally

managed pulse survey to a comprehensive

engagement survey, partnering with a third party.

This strategic shift enables us to benchmark our

engagement levels against industry standards

andsharpen our focus on fostering meaningful

engagement across Rotork. 80% of employees

participated in the new survey (79% in the former

pulse survey in 2023). This year, in our survey,

wecarried forward the ‘Rotork as a place to

work’ measure and maintained a strong score

of7.1/10 (7.4/10 in 2023).

As in previous years, for 2024, a portion of the

management and leadership population’s bonus

opportunity is linked to maintaining high levels

of employee engagement.

Wellbeing and mental health

We have a strong focus on our employees’

wellbeing and mental health. We continue to

increase the number of Mental Health First

Aiders (MHFAs) trained worldwide, and we now

have approximately 100 MHFAs throughout the

Group. We hosted a Mental Health First Aiders'

network session to discuss mental health at

Rotork and the support they require to help

other colleagues. We have also introduced new

learning modules to support line managers on

mental health awareness and other supporting

content for managers and employees on our

learning@rotork platform. We provide a Global

Employee Assistance Programme, which includes

mental health support and counselling 24/7 in

colleagues’ local languages.

Fair pay and benefits

All colleagues should be appropriately and fairly

rewarded for their contributions. In 2020, we

launched our Fair Pay Framework, which includes

five focus areas to guide our reward policies,

procedures, systems, and decision making and

support fair and competitive remuneration.

Our original Framework included a commitment

to pay a real living wage (rather than the minimum

wage) where this exists in a country. In 2021, we

increased our commitment and now ensure we

pay more than the living wage published in a

country. Rotork is accredited as a Living Wage

Employer by the Living Wage Foundation.

In 2024, for the third consecutive year, we

brought forward the annual pay review from

April to January for all employees, excluding

senior leaders. This adjustment continues to help

address the ongoing impact of the cost of living.

With most employees owning shares, Rotork is

proud to have well above-average employee

share ownership. Colleagues in many of our

locations receive a gift of Rotork shares each

year, giving our people an additional personal

and financial stake in our success.

All permanent employees participate in the

Rotork bonus scheme, regardless of their role

or level, after three months of service. We link

performance to reward, ensuring we recognise

those who make the most significant contribution

in line with our values. We benchmark our reward

and benefits arrangements externally in every

country we operate. We also provide pension

arrangements based on local laws and practices.

2024 achievements

• Completed a cultural assessment of our

business to understand our cultural

strengths and how we evolve.

• Completed our Leadership Training

Programme to help deliver Growth+.

• Launched our new Business

ManagerProgramme to develop our

leaders' capabilities.

• Launched our new performance

management system – Perform.

• Met our early career diversity targets for

our Graduate and Internship Schemes.

Collective bargaining

We uphold colleagues’ freedom of association

and recognise their right to collective bargaining.

Collective bargaining arrangements exist in

several of our sites and countries of operation.

Around 6% of our employees globally are

covered by union agreements. We are committed

to open and constructive engagement with our

employees and their representatives.

Diversity and inclusion

We are committed to fostering an inclusive and

diverse workforce and recognise the strategic

advantage of valuing diverse perspectives

and contributions. Our Head of Culture and

Inclusion leads our focus in this area.

As at 31 December 2024, 55.56% of our Board

are diverse (by gender or ethnicity), which signals

our focus and commitment to diversity. This

proportion changed to 62.5% from 1 January 2025.

Our Board Diversity and Inclusion Policy is

available to view at https://www.rotork.com/

en/investors/diversity-and-inclusion.

For International Women in Engineering Day in

June, we undertook a series of internal interviews

with males and females in STEM-related roles

across Rotork to share their experiences and

thoughts. We again celebrated Pride Week,

encouraging colleagues to adopt a rainbow

version of the Rotork logo in their email

signatures or to use a rainbow background

intheir Teams calls.

We relaunched our Graduate and Internship

Scheme in 2022, setting a target to ensure we

reflect the diversity of the communities in which

we operate. To increase the diversity of our

talent pipeline, we have set a target that at least

50% of participants in our schemes are female,

from ethnic minorities, or from other groups

currently underrepresented in our business.

We exceeded this in 2024 (90%).

Our Respect at Work and Equality of Opportunity

Policy reflects our responsible employer approach.

This aims to promote fair and objective treatment

across recruitment and employment, regardless

ofany protected characteristic.

Read more P.61

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Our people and culture continued

Gender diversity

We are committed to increasing the number

ofwomen in our organisation at all levels.

At31December 2024, females comprised

25.0% of our workforce (2023: 23.7%), our

Board comprised 44.44% females (2023: 50%),

and the Rotork Management Board (our Executive

Committee) and its direct reports combined

comprised 25% females (2023: 23.7%). From

1January 2025, our Board was comprised of

50%females.

Our 2024 Gender Pay Report shows that the

UK's mean pay gap of -17.6% (2023: -3.3%)

continues to favour women, and our median

average pay gap is 5.8% (2023: 7.2%). This

compares to the UK’s national gender pay gap

figure of 13.1% and reflects our continued work

in this area. Our Gender Pay Report 2024 will be

published in April 2025 and will be available on

our website.

We are a member of the 30% Club, which

aims to achieve at least 30% representation

of women on all boards and C-suites globally.

We also participate in the Bloomberg Gender

Reporting Framework, a voluntary disclosure

ofgender-related metrics, demonstrating our

commitment to transparency and gender equality.

We are also a partner of the Women in Engineering

Society (WES), which aims to inspire women to

achieve as engineers, scientists, and leaders.

We are proud to have achieved the target in

the Hampton-Alexander Review of 33% female

representation on our Board. We also meet the

requirement that at least one of the Chair, Senior

Independent Director (SID), CEO, or CFO be

female. Any new appointment to the Board is

made with consideration to our Board Diversity

and Inclusion Policy. The Board is committed

toensuring its membership has diversity in its

broadest sense, and we work with search firms

that are signed up to the Voluntary Code

ofConduct.

Ethnic diversity

We have already exceeded the Parker Review

target of having at least one member from an

ethnic minority background on all FTSE 250

boards by 2024.

We remain committed to increasing ethnic

diversity at the Executive Committee (Rotork

Management Board) and its direct reports levels.

This is important in providing senior-level role

models from diverse backgrounds. However, we

cannot obtain full, accurate global ethnicity data

for our senior population from all jurisdictions

we operate, preventing us from stating a future

senior diversity target at this stage.

We strive to ensure that diversity is considered

in our talent management process. We actively

review performance, talent, and remuneration

decisions to ensure fairness. We have set a

target of having at least 50% of our early

careers programme participants come from

diverse and underrepresented groups in

ourbusiness.

Since 2019, we have published our UK Ethnicity

Pay Report alongside our UK Gender Pay Report.

Our mean pay gap is 2.4% (2023: -13.1%), and

our median pay gap is –5.4% (2023: 3.5%).

Thefull details can be found in our Gender Pay

Report for 2024, published in April 2025 and

available on our website.

Gender pay data

Gender pay gap reporting compares the hourly

pay of men and women on a specific date,

irrespective of their role or level in the

organisation. A negative percentage figure

indicates an outcome in favour of women.

The mean (average) gender pay gap calculates

the difference between men's and women’s

average hourly pay using employees' hourly pay.

Mean averages give a useful overall indication of

differences in pay; however, a small number of

highly paid individuals can significantly impact

the figure.

The median pay gap is calculated by comparing

the pay of people in the middle of the hourly pay

lists for men and women.

Rotork’s mean average pay gap in the UK has

favoured women since 2019, and our figures

remain well below the national average gender

pay gap of 13.1%.

Gender pay reporting

All Rotork employees in the UK:

At 5 April 2024 2023 2022

Mean Gender Pay Gap across all Rotork employees in the UK (17.6)% (3.3)% (8.3)%

Median Gender Pay Gapacross all Rotork employees in the UK 5.8% 7.2% 5.5%

UK’s National Gender Pay Gap

13.1% 14.2% 14.4%

1 Source: Office of National Statistics 2024.

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Our people and culture continued

Age profile

(As at 31 December 2024)

30 to 49 57%

50 and over 31%

Under 30 12%

Ethnic origin

(As at 31 December 2024, based on

thosewhodeclaredtheirinformation)

White 53.0% Black 3.3%

Asian 36.0% Other 1.8%

Hispanic 4.9% Mixed 1.1%

Senior leaders’ ethnicity

(As at 31 December 2024, includes RMB members

andtheirdirectreports where declared)

Gender profile

(As at 31 December 2024)

Early careers diversity

(Graduate, Internship, and Apprentice Programme,

diversity figures as at 31 December 2024)

Male 75.0%

Female 25.0%

Non diverse 49%

Diverse 51%

Employees

White 73.6% Hispanic 4.4%

Asian 16.5% Mixed 2.2%

Black 2.2% Other 1.1%

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Our social contribution

Rotork strives to contribute positively to the

communities in which we operate worldwide.

This is integral to our commitment to being a

good corporate citizen. Our ethos is grounded

inour values and behaviours and is part of what

makes Rotork a great place to work.

We target an annual contribution of 0.1% of

profits to our nominated charity partners and a

similar percentage to local charitable causes. Local

teams are empowered to decide how to distribute

funds and support their local communities.

Charity partner selection process

We partner with international charities that

alignclosely with our purpose, our values, and

the UNSDGs. Weselect charity partners using

fourkey parameters:

1. Accountability requirements

How will donations be used, how readily areaccounts

available, and what proportion reaches recipients?

4. How are they funded?

Are they an established and registered charity,

non-political and non-religious?

2. Fit. Do key causes align,

andwhat’stheglobal reach?

Do they align with our business and

supportourpurpose of ‘keeping the

worldflowingforfuture generations’?

3. Do they empower for the long term?

Are they involved in supporting

communitiesinthelong term?

Our global charity partners

At the end of 2024, we donated £160,000 to

our global charity partners, Renewable World

and Pump Aid, increasing the donations from

2023. These funds will be invested in 2025

inthefollowing areas:

Pump Aid

We will further our commitment to Pump Aid’s

Beyond Water initiative by establishing a shared

value partnership. Through this collaboration,

our UK-based teams will leverage their expertise

to support and enhance Pump Aid’s work in

Malawi. This partnership will support their

efforts to reach over 400,000 people across

1,000 rural villages with effective repair and

maintenance services, resulting in a 99.8%

functionality rate for water infrastructure –

farabove the national average of just 60%.

Through our support, we are investing in

upskilling and equipping local mechanics to

deliver affordable services to communities,

improving technology to predict breakdowns

and support supply chain efficiencies, and

undertaking initial repairs on non-functional

infrastructure to bring them into the Beyond

Water ecosystem. Our collaboration also

supports Pump Aid’s long-term goals, which

include expanding services to rural piped water

systems and implementing water resource

management measures that strengthen rural

communities’ resilience against the increasing

threats of drought and flooding.

Our technical expertise will back Pump Aid’s

training and assessment of mechanics while

driving supply chain improvements, forging

closer links between our global teams and

PumpAid’s team on the ground in Malawi.

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Our global charity partners continued

Renewable World

Building on Renewable World’s current work in

Kenya’s Kajiado County through the 2024 E4H2

project, of which Rotork is a valued and vital

supporter, the E4H3 project will leverage clean

energy technologies to enhance the availability

and quality of health services for over 42,000

people in the catchment areas of 10 energy-poor,

off-grid remote health facilities. E4H3 is a

three-year initiative, starting January 2025 and

concluding December 2027. Rotork’s support

in2025 will help Renewable World deliver

round-the-clock health services powered by

clean energy for 8,400 people served by the

firsttwo targeted facilities.

E4H3 will enable the increased uptake of 24/7

healthcare at 10 facilities for the 42,000+ people

who rely on them. It will provide the necessary

solar power systems to electrify the health

facilities, promote their services within local

communities, and support staff and stakeholders

in managing facilities and technologies for the

future. This will support critical functions such as

vaccine refrigeration, lighting, laboratory testing,

and round-the-clock care. Community awareness

will also be a key component, with campaigns

conducted through ‘barazas’ (community meetings)

and medical camps to inform communities about

available health services.

Making a positive social impact continued

Additionally, the project will enhance healthcare

systems by procuring ICT equipment and providing

training for electronic medical record keeping.

This will improve access to medical records,

ensure timely reporting, and enhance the quality

of care.

By the end of 2027, the target groups which will

benefit include:

• Over 42,000 people will have access to

improved, clean, energy-enabled health

services at 10 remote health facilities.

• More than 24 health staff will be equipped

tooperate and maintain clean energy systems,

health equipment, water filtration systems,

handwashing stations, incinerators, and

improved toilet facilities.

Looking forward

In 2024, we ended our partnership with WeForest

and enjoyed working with them to advance their

goals. In 2025, we will identify a new global

charity partner through a collaborative employee

voting process. This initiative underscores our

unwavering commitment to social responsibility

and enables us to extend our positive impact to

new organisations that resonate with our team’s

values. By empowering our employees to select

the charity, we ensure that our philanthropic

efforts are meaningful and aligned with the

causes that matter most to our diverse workforce.

This collective decision making fosters a more

profound connection within our community.

Itamplifies our ability to make a significant

difference in the lives of those we aim to

supportworldwide.

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ESG and sustainability governance, integration and measurement

We use several approaches to integrate ESG

objectives into our approach to business. This

includes tying the successful delivery of social

and environmental objectives to management’s

remuneration. It also includes standardising

ourapproach by formalising sustainability

considerations and expectations within key

management and decision-making processes.

We employ a range of published codes and

policies which guide our approach. We also

commit to measuring our performance and

reporting transparently on our progress.

ESG governance

Rotork plc Board oversight

To ensure the appropriate level of governance in

this key area, at the beginning of 2024 the

Safety and Sustainability (S&S) Committee was

reconstituted under its refreshed remit and the

Committee meetings were structured to allow

the Committee to undertake a deep dive into an

important safety or sustainability focus area at

each of its meetings.

The Board receives an update on our ESG, safety

andsustainability agenda from our CEO at

everymeeting.

The Chairs of our Safety and Sustainability

Committee and Nomination Committee

alsoprovide an update on the activities of

theCommittees following their meetings.

TheBoard reviewed and approved this report,

prior to publication.

Roles of the Safety and Sustainability

Committee and the Nomination Committee

ESG topics are overseen by the Safety and

Sustainability Committee and the Nomination

Committee. The Safety and Sustainability

Committee oversees the Group’s safety

andsustainability strategy, performance,

anddisclosures.

The Company’s Diversity and Inclusion Policy,

strategy and implementation of initiatives

areoverseen by the Nomination Committee.

The Safety and Sustainability Committee and

Nomination Committee termsof reference

wereboth updated in October 2024 and are

published on our website at the following address:

https://www.rotork.com/en/investors/committees.

Safety and Sustainability Committee

membership is comprised of four independent

non-executive directors being: Andrew Heath

(Chair), Karin Meurk-Harvey, Vanessa Simms and

Janice Stipp. Our CEO has a standing invitation

to attend meetings, and other directors, the

Investor Relations Director, the Head of ESG

andSustainability, theChief Human Resources

Officer and the Global Head of HSE may also

attend meetings byinvitation. Nomination

Committee members include non-executive

directors Dorothy Thompson (Chair), Andrew

Heath, and Janice Stipp.

Rotork Management Board

Members of the Rotork Management Board

(RMB) take responsibility for elements of our

ESG agenda as follows:

• Our Chief Executive Officer has overall

responsibility for the delivery of our

ESGagenda.

• Our Chief Human Resources Officer

isresponsible for the people and

communitystrands.

• Our Chief Financial Officer is responsible for

financial and non-financial reporting, including

compliance with disclosure requirements.

• Our Operations Excellence Director is

responsible for the environmental strands

ofour agenda and the integration of ESG

within procurement.

• Our Chief Information Officer is responsible

for information and cybersecurity.

• The Managing Directors of the Oil & Gas,

Water & Power and Chemical, Process

&Industrial divisions are responsible for

ensuring our sustainability objectives

areembedded within their respective

divisional strategies.

Management Board members also have

specificresponsibilities for climate-related

matters, including to support the delivery of

ourscience-based emissions reduction targets.

See our TCFD report on pages 79 to 85 for

further details.

Group-wide policies

We have an extensive suite of ESG policies

whichgovern our approach. The key policies are

published on our website, at www.rotork.com/

en/environmental-social-governance/esg-

reports-and-policies. Our policies set out our

commitments to responsible and sustainable

business practices. They apply Group wide.

We provide training to ensure employees

understand and implement our policies. We

alsomonitor compliance with our policies, for

example through audits of higher-risk suppliers.

See page 49 for more information about

employee compliance and ethics training.

ESG integration

Key performance indicators

We measure the Group’s performance against

fivefinancial performance indicators andtwo

non-financial performance indicators: scope 1

and 2 emissions reduction and total recordable

incident rate (see page 15 of thisreport).

Link to remuneration

Our performance against these non-financial

KPIs has been linked to executive directors’

andsenior leaders’ remuneration.

Annual bonus - ESG measures

• Total recordable incident rate.

• Environmental innovation (measured through

evidence of greater positive environmental

impact through our products and increased

customer engagement on sustainability issues).

• Culture and engagement scores.

In 2024 non-financial performance represented

a10% share of the bonus opportunity for

executive directors. In order to drive increased

focus, incentives for the entire senior leadership

population (around 100 people) are also formally

linked to these measures.

Depending on their role, some individuals also

have additional sustainability targets included

intheir strategic personal objectives for the

year(15% of the bonus opportunity).

Long Term Incentive Plan - ESG measure

The LTIP awarded in 2024 included scope 1 and

2 emissions reduction as a performance metric

(see page 150).

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ESG and sustainability governance, integration and measurement continued

Integration into strategy and

businessprocesses

We are continuing to drive deeper integration of

ESG into our strategy and core business processes.

Corporate strategy

We have integrated ESG and sustainability-related

market dynamics into our Growth+ strategy.

Thisincludes embedding requirements to

enableus to meet our science-based emissions

reduction targets.

New product development

We are also creating product development

roadmaps to reduce emissions associated with

use of our sold products, to meet our emissions

reduction target and customer demand for

lower energy use/emissions products. We have

also included sustainability considerations at

each of the important checkpoints in the Rotork

Development and Launch Process for new

products. See pages 41 and 42 for more details

on our emissions reduction targets.

Governance

We formalise the integration of environmental,

social and ethical considerations into our key

governance documents. These are available

atwww.rotork.com/en/environmental-social-

governance/esg-reports-and-policies.

Our communications and ratings

We are committed to measuring our ESG

performance and reporting transparently

onprogress. We report on the delivery of our

sustainability programme through the Annual

Report and our website, and we actively engage

with the ESG indices (latest ratings on page 36).

Basis of preparation

This report has been prepared in line with the

Global Reporting Initiative (GRI) Standards: Core

option. While the implementation timelines of

forthcoming sustainability reporting regulations

may change, our future annual reportswill seek

to align with these frameworks.

We also provide disclosures against the

Sustainability Accounting Standards Board

(SASB) framework to support our

communication of financially material

sustainability information.

We shall publish our GRI index on our website

inthe first half of 2025.

Further information

Sustainability Accounting Standards Board

We have provided disclosures against the SASB

framework to support our communication of

financially material sustainability information

onpage 66.

ESG commitments

We have been a signatory to the United

NationsGlobal Compact since 2003. We work

tomeet its Principles. This report contributes

toward our United Nations Global Compact

Communication on Progress requirements.

Weare a member of the 30% Club, which

aimsto achieve at least 30% representation

ofwomen on all boards andC-suites globally.

Asat31 December 2024, Rotork’s Board had

44% female representation. From 1 January 2025,

our Board is comprised of 50% females.

Get in touch

We welcome any feedback on this report and

our sustainability agenda. Get in touch via:

esg@rotork.com.

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Sustainability Accounting Standards Board (SASB) Index

Table 1. Sustainability disclosure topics and accounting metrics

Topic Metric – quantitative Unit 2024 2023 2022

Energy

management

Electricity GJ 44,349 41,849 44,119

Natural gas

GJ 36,344 32,902 38,282

Diesel and petrol GJ 16,856 16,475 nr

LPG

GJ 2,677 3,736 4,674

Steam GJ 1,363 1,515 1,166

Total energy consumed GJ 101,588 96,477 88,241

Percentage grid electricity % from grid

% on-site generation

93%

98%

Percentage renewable electricity % renewable

% non-renewable

56%

44%

56%

34%

66%

Workforce health and safety Total recordable incidentrate(TRIR) Rate 0.22 0.26 0.53

Fatality rate Rate — — —

Near miss frequency rate (NMFR) Rate

3.78

3.97 3.49

Topic Discussion and analysis

Materials sourcing Description of the management of risks associated withtheuse ofcritical materials n/a Annual

Report

2024,

p. 47–51

Annual

Report

2023,

p. 47–50

Annual

Report

2022,

p. 52–54

1 From 2023, the calculation of GJ transitioned to using the UK DEFRA energy conversion rates. While not material, the year-on-year percentage change of natural gas and LPG consumption in GJ differs slightly from the percentage change in their original

units (e.g. in cubic metres of gas).

2 Data not available and ‘not reported’ in prior years.

Table 2. Activity metrics

Activity metric Unit 2024 2023 2022

Number of units produced by productcategory Quantitative Commercially sensitive, not disclosed

Number of employees Quantitative, as at year end 3,493 3,342 3,234

Table 3. Sustainability disclosure topics and accounting metrics that are non-applicable toRotork

Topic Metric – quantitative

Fuel economy andemissions inusephase Sales-weighted fleet fuel efficiency for medium- and heavy-duty vehicles

Sales-weighted fuel efficiency for non-road equipment

Sales-weighted fuel efficiency for stationary generators

Sales-weighted emissions of (1) nitrogen oxides (NOx) and (2) particulate matter (PM) for: (a) marine diesel engines, (b) locomotive diesel engines, (c) on-road

medium- and heavy-duty engines, and (d) other non-road diesel engines

Remanufacturing design and services Revenue from remanufactured products and remanufacturing services

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In this section

Risk management

Description of the Group’s risk

managementprocess.

Read more on pages 72 to 77

How we manage risk

Managing the risks of our business is essential to

our purpose of ‘keeping the world flowing for future

generations’. Our approach to risk is intended to

protect the interests of all our stakeholders.

Managing business risks

The Board is responsible for determining the

nature and extent of the risks it is willing to take

in achieving our strategic objectives. Our Group

risk appetite statement sets the tone from the top

and supports decision making to mitigate, control

or accept risks. Rotork’s purpose, ‘keeping the

world flowing for future generations’, is embedded

in the way we assess risks.

Our Group risk management process reviews

those risks that could have an immediate or

longer-term impact. The Board considers risk

throughout the year including key risk indicator

dashboards and a formal review process conducted

twice a year. The Board is assisted in the oversight

of risk management by the Safety and Sustainability

Committee, the Audit Committee, and the Rotork

Management Board.

Principal risks are reviewed and managed using

the Group’s risk management framework which

incorporates both a bottom-up and top-down

assessment. Risk owners are assigned to the

most material risks and appropriate control

measures are decided based on the perceived

materiality and agreed risk appetite. Where a

new response is required to manage a risk, an

action owner is assigned who is accountable for

the delivery of the action, with support from the

Risk and Compliance team. An appropriate action

could be to perform further analysis, to put in

place controls and mitigations, or to address the

risk by identifying other opportunities.

As with all businesses, there are certain risks and

uncertainties that may impact Rotork’s ability to

achieve its objectives. The Group risk management

process is an established way of identifying and

managing risk and is part of our governance

framework as set out in our Corporate Governance

Report; see page 98. The continuous improvement

and execution of a comprehensive and robust

risk management system is of paramount

importance to Rotork.

The Group continues to build on the progress

made in recent years in relation to our risk

management framework, further integrating

itinto business practices and decision making.

In2024, the Group continued to respond to our

principal and emerging risks to provide a clear

picture to our stakeholders on how we view

andmanage the key risks to our business.

An established functional risk review process

results in a bottom-up assessment of risks.

Thebottom-up assessment process includes

areview with all central functions covering

riskidentification, mitigation and reporting,

including emerging risks, risks associated with

ESG and development of further plans to

respond to risks in accordance with risk appetite.

The risks identified in the bottom-up reviews are

consolidated before a top-down evaluation is

performed by management and then reviewed

by the Board. The consolidation process looks at

all risks identified, the impact and likelihood of

each risk and where common risk themes have

been identified. The risks identified are then

evaluated against the existing set of principal

risks and uncertainties, and management

reviews if any updates are required to the

principal risks and uncertainties.

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Top-down

riskassessment

Ongoing risk

mitigationreviews

andcontrols testing

Rotork Board

• Oversight of risk management and internal controls

• Defines risk appetite, statements and preferences

• Promotes a risk-aware culture that emphasises integrity at all levels of business operations

• Determines our principal risks and considers emerging risks and opportunities, ensuring that risk management is embedded within the core processes of the Group

Audit Committee

• Reviews the effectiveness of

internalcontrols

• Reviews the risk management policy

• Approves the internal audit assurance plans

• Oversight of preparations for Provision 29 of

the 2024 UK Corporate Governance Code

Safety and Sustainability Committee

• Promotes appropriate risk management ofsafety and

sustainability matters

• Oversight of how we use the three pillars of our sustainability

framework (Operating Responsibly, Enabling a Sustainable

Future, and Making a Positive Social Impact) to guide our

decision making anddrive our success in line with our

riskappetite

Rotork Management Board (RMB)

• Identifies, consolidates, reports and

manages principal and key risks

• Reports to the Boardon the management

of our principal and key risks

Bottom-up

riskassessment

Divisions and functions

identify, manage and

monitor risks

Group internal audit

• Provides independent assurance over the risk management framework through audits and other assurance work performed during the year,

whichisreportedtotheAudit Committee

Group risk and compliance

• Supports the Group to identify risks and put in place appropriate mitigations

• Promotes a risk-aware culture and adherence to risk appetite

• Reports on the status of principal risks and emerging risks and opportunities periodically, including key risk indicator dashboards

Functional management

• Identifies current and emerging risks and opportunities specific to the relevant function/business unit

• Implements risk management within their designated area of accountability

Risk management process

How we manage risk continued

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Risk management process

The Board sets the Group’s risk appetite preference, stating whether

we are tolerant, neutral or averse to a particular risk. These preferences

guide our approach to managing risk. The risk appetite statements

provide guiding principles to support decision making at both a Board

level and throughout the Group. During 2024, the Board reviewed the

risk appetite framework to assess the impact of changes in both the

internal and external environment.

The Board reviewed the application of risk appetite statements and

preferences by monitoring the key risk indicators which are presented

to the Board twice a year.

Rotork uses the three pillars of our sustainability

framework – Operating Responsibly, Enabling a

Sustainable Future, and Making a Positive Social

Impact – to guide our decision making and drive

our success.

The Board is responsible for determining the

nature and extent of the risks it is willing to take

in the achievement of our strategic objectives.

Our Group risk appetite statement sets the tone

from the top and supports decision making.

Therisk appetite framework provides qualitative

and quantitative insight on risks and supports

proactive mitigation planning.

Review and update the

risk appetite preferences

Identify key decisions

Evaluate decisions

against risk appetite

Review key

riskindicators

Risk appetite framework

Risk appetite statement: Rotork’s purpose, ‘keeping the world flowing for future generations’, is embedded in the way

that we assess risk. We are committed to generating stakeholder value through innovation and sustainable growth

and will only take considered risks that align with our strategic objectives and established risk appetite.

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The risks include those that would threaten the

Group’s business model, future performance,

solvency, liquidity or reputation. Leaders within

the business have continued to develop Rotork’s

risk aware culture through training and workshops

and an increased focus on mitigating actions.

Emerging risks and opportunities

Our risk management process includes consideration

of risks and opportunities that may impact

Rotork across a range of time horizons.

Emerging risks and opportunities may be

developing or already known events which are

subject to uncertainty and ambiguity and are

therefore difficult to quantify using traditional

risk assessment techniques. Emerging risks and

opportunities are often complex and volatile,

and may be uncontrollable.

Emerging risks and opportunities are identified

throughout the year on a formal basis through

functional risk workshops and with the Rotork

Management Board and the Board twice a year.

The response to each emerging risk or opportunity

is tailored to the specific scenario and emerging

risks and opportunities are managed and

monitored based on the information available.

In 2024, emerging risks identified were kept

under review and it was decided to move the

risks and opportunities associated with technology

and artificial intelligence into our current

principal risks.

The emerging risks and opportunities identified

under the emerging risk and opportunity titled

'technology' are now covered by the principal risk

titled ‘increased competition’. Rotork intends to

continue to embrace new technologies and

innovate to remain a leader in intelligent flow

control solutions in the future. Rotork reviews the

market for new or disruptive technologies and

invests in innovation to stay at the forefront of flow

control technology. As a result of the continued

and measurable risk or opportunity associated,

itwas no longer deemed to be emerging.

The risks and opportunities associated with

artificial intelligence impact a range of Rotork’s

principal risks including ‘increased competition’,

‘critical IT system failure and cybersecurity’,

‘compliance with laws and regulations’ and

‘business change management’. Rotork will

continue to protect against the negative impacts

of artificial intelligence (AI), while embracing the

positive impacts of AI. New or emerging aspects

of AI will continue to be identified as part of risk

workshops, however Rotork will manage the

risks and opportunities through business as

usualactivities and the established Group risk

management process.

The potential impact of a number of new and

emerging risks and opportunities were reviewed

and the defined responses to existing emerging

risks and opportunities assessed. The ability to

identify risks and opportunities that may have a

future impact on Rotork and our stakeholders is

fundamental to our successful risk management

process and is closely linked to the delivery of

our strategic objectives. Emerging risks and

opportunities will continue to be identified

through 2025 as we consider new developments

in the external and internal environment.

Changing stakeholder expectations

Changing stakeholder expectations remains

relevant due to the uncertainty and velocity

ofchanges. Rotork’s traditional markets may

change over the longer term as the world

transitions to new energy sources. This transition

is likely to be a net opportunity for Rotork.

Arapid shift of expectations by a wide range of

stakeholders for Rotork to no longer serve those

traditional markets, may lead to a range of risks

materialising due to the speed of the transition.

Currently, Rotork is well positioned to help

customers drive efficiency improvements,

reduceemissions and take advantage of

newand growing markets such as hydrogen.

Horizon scanning

Horizon scanning is a technique of viewing

risksand opportunities over the medium to

longer term and allows the Group to look

beyond the short term and evaluate its strategy

against possible future realities which are then

used to inform future business planning. During

2024, the Board conducted a horizon scanning

exercise to review key strategic risks against

potential future horizons.

Principal risks and uncertainties

Our risk management processes are dynamic. We continue toassess and prioritise the risks related

to our strategic objectives and their impact on the principal risks. The principal risks identified are

the result of a robust top-down and bottom-up risk assessment process.

Division: CPI

Segment: Target

Sector: Hydrogen

Region: EMEA

Hydrogen has an important role to play in

decarbonising steel production, widely

viewed as a difficult to decarbonise industry.

An innovative plant in Sweden has switched

to fossil-free hydrogen to heat steel at its

rolling mill, reducing GHG emissions to

almost zero. The hydrogen is produced

on-site by a 20MW electrolyser, the largest

inSweden. Rotork’s actuators were chosen

by the customer for its local service capability

and market leading high-quality products.

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Update on 2024 principal risks

It was determined that the risk previously

titled'decline in market confidence' should

beconsolidated with the existing ‘increased

competition’ risk. As noted in the emerging risks

and opportunities section, technology and

artificial intelligence were moved to be managed

as part of existing principal risks.

The risk landscape has continued to be complex,

with many risks interconnected. The Board

reviewed the links and connections between

risks to further understand how Rotork’s risks

may impact each other. For instance, if a

geopolitical risk were to materialise, it could

have a significant impact on our supply chain,

which could in turn impact our customers or

reputation. Tracing through these impacts

andunderstanding where the key mitigating

activities exist allows Rotork to improve the

resilience of the business by focusing efforts

onthose key mitigating activities.

2024 principal risk movements

During 2024, the Board has continued to assess

the principal risks and uncertainties and has

reviewed the effectiveness of mitigations and

responses torisks. The ‘increased competition’

riskincreased moderately as a result of the

consolidation of other risks into one. ‘Supply

chain disruption risk’ has decreased as Rotork

has not experienced the same level of disruption

or uncertainty as was present in previous periods.

‘Business change management’ risk is reported

as reduced due to the mitigations put in place

bythe business to deliver Growth+.

Key risk indicators (KRIs) were kept under review

during 2024. A KRI dashboard is presented twice

a year to the Board. Our KRI dashboard is an

Principal risks and uncertainties continued

important tool to measure the effectiveness

ofmanagement actions. More details on the

Board's oversight of audit, risk and internal

controls are set out in the Corporate Governance

Report on page 115.

Climate change

The Group has embedded the identification of

climate-related risks and opportunities into the

Group’s risk management framework. Climate-related

risks and opportunities remained as a specific

agenda item in every functional risk workshop

held in the business. The output of this work

isdescribed in more detail in the TCFD section

ofthis report on pages 79 to 85. Risks are also

identified throughout the normal course of

business and captured in detailed risk registers.

This includes an assessment of the physical risks

of climate change and the risks and opportunities

related to the transition to a low-carbon economy.

For many climate-related risks, either the severity

of the impact or the likelihood may be uncertain,

and typically these risks may materialise over

longer-term time horizons than more traditional

business risks. To account for this, we use a

horizon risk scanning methodology to assess

those risks that are more uncertain or intangible,

such as climate change. This uses a wider

timeframe than typically used, with short term

as 0–10 years, medium term as 10–25 years and

long term as 25 years and beyond. Each transition

and physical climate risk or related opportunity

has been qualitatively assessed and scored based

on the potential financial impact. The level of

potential financial impact is a function of three

criteria including vulnerability (consisting of level

of exposure, sensitivity and adaptive capacity),

likelihood and magnitude. We also assessed

opportunities in terms of the size of opportunity

and ability to execute.

The risk and opportunity assessment results

(seepages 79 to 85 were used to inform the

next stage of the climate risk assessment – the

quantification of potential financial impact for

some of the most material risks. This will be used

to further develop the continual improvement

ofrisk management responses for incorporation

into our climate transition plan.

In 2024, Rotork undertook an assessment of our

physical risks across our sites. In 2025, the results

of this work will be used to assess the quality

ofthe mitigating actions in place in each site

toaddress key risks. An assessment of Rotork’s

transition risks and opportunities also took place.

For more information see pages 79 to 85.

The Safety and Sustainability Committee has

maintained strategic oversight of the development

of our safety and sustainability strategies, including

the risks associated with climate change.

Formore information see pages 117 to 120.

Focus for 2025

In 2025 we will continue to build on the

workperformed in 2024 which will include

continual assessment of our emerging risks and

opportunities and how risk appetite is applied

tobusiness decisions.

The updated 2024 UK Corporate Governance Code

applies to Rotork with effect from 1 January 2025.

During 2024 we commenced our plans to

comply with the new Provision 29 of the Code,

which will become effective for Rotork from

1January 2026. We have begun the alignment

of what is a material risk and a material control

and, throughout 2025 testing will be conducted

across the material controls identified. The Audit

Committee is leading the process and is fully

engaged with the detailed plans. The changes to

the Code are providing the opportunity to have

a fresh look at our key risks and mitigations.

TheBoard receives regular progress reports from

the Audit Committee and provides direction as

required. Risk appetite remains an important

part of discussions and theadvancements in

riskappetite made during 2024 will continue

toinform our assessment ofmaterial risks

during2025.

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Principal risks

Economic and market conditions

1. Increased competition

2. Geopolitical uncertainty

Environment, Social and Governance

3. Health & safety

4. Compliance with laws and regulations

5. Climate commitments

6. People

Product quality and reliability

7. Major in-field product failure

Resilience

8. Supply chain disruption

9. Critical IT system failure and cybersecurity

Change management

10. Business change management

Low Medium High

Net impact

Net likelihood

Low Medium High

Change management

Economic and market conditions

Environment, Social and Governance

Product quality and reliability

Resilience

Principal risks and uncertainties continued

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1. Increased competition

Risk owner: End Market Managing Directors

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

Medium Medium

Description

Increased competition on price, product or technological offering leading to a loss of sales globally or market share.

Update

This risk is reported as increasing as, following the Board’s review of the principal risks, it was decided to combine

therisk which was titled ‘decline in market confidence’ with this risk. The consolidation as well as transitioning the

emerging risks associated with technology and artificial intelligence into the principal risks, led to the 'increased

competition' risk increasing moderately. In terms of the underlying risk, demand remains strong, and the Growth+

strategy is delivering on the identified key areas of focus for the Group.

Key mitigating actions

• R&D investment and organic product development, or acquisition of companies with new products, to maintain

differentiation from the competition both in terms of the features and quality of our products and the services we provide.

• Product development and innovation to address new markets and new applications in existing markets.

• Geographic and end market diversification provides resilience to a reduction in any one geographic area but may

not fully mitigate a change in the larger end markets. Rotork has production or sales and service operations in many

low-cost countries.

• Small to mid-sized orders are generally less likely to come under pressure during uncertain economic times.

Weestimate that 75% of Rotork orders by value are small to mid-sized, i.e. less than £100k.

• Increased focus on service offerings to capitalise on increased demand for product maintenance.

• Global supply chain team continually works with supply partners and secures lower prices and efficiencies.

Risk appetite statement

We will invest in R&D, customer service and technology in order to retain a differentiated product portfolio.

Wewillsupport this by providing a leading service solution to our customers.

Focus for 2025

As outlined in our Growth+ strategy, we will:

• Continue our investment in innovative products and services.

• Further develop global key account management.

• Develop the strategic partnerships created with supply chain partners.

• Deliver on the initiatives within the customer value element of our Growth+ strategy.

• Understand how AI and advancements in technology can support our customer offering.

• Identify opportunities to support our customers to increase efficiency, aligned to the ‘electrification of everything’ trend.

2. Geopolitical instability

Risk owner: Chief Financial Officer

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

3. Loss of profitability

High High

Description

Increasing social and political instability results in disruption and increased protectionism in key geographic markets.

Business disruption could impact our sales and might ultimately lead to loss of assets located in the affected region.

Update

This risk is unchanged since the prior year. The impact of geopolitical instability could possibly cause issues within

oursupply chain or customer base. Rotork continues to monitor geopolitical events closely and develop strategies

toremain resilient.

Key mitigating actions

• Regular review of global markets considering social and political risks and contingency plans. Market exit strategies

developed and implemented as required.

• Key risk indicator monitoring the percentage of revenue from high-risk markets is reported to the Board.

• The geographic spread of Rotork’s operations and customers limits the impact of any one market on the results

ofthe Group as a whole.

• Cash limits established for overseas businesses, managing our exposure to any one market in line with risk appetite.

Risk appetite statement

We will continue to operate a geographically diverse business and actively pursue opportunities and efficiency within

our global supply chain.

Focus for 2025

• Further develop scenario testing plans to deal with the impact of geopolitical tensions in the territories we do business in.

Strategy key : Target segments Customer value Innovative products & services Trend key: Increasing Unchanged Decreasing

Economic and market conditions

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Environmental, Social and Governance

3. Health & safety

Risk owner: Operations Excellence Director

Link to strategy Link to viability scenario Likelihood Impact Trend

2. One-off costs

Medium High

Description

The nature of Rotork’s core business and geographical locations involves potential risks to the health and safety of our

employees or other stakeholders.

Update

Health and safety risk is unchanged since the prior year as Rotork continued to embed a safety conscious culture.

Thehealth, safety and well-being of our colleagues and customers remains of paramount importance. The positive

results in TRIR and other measures such as the number of safety spots recorded are encouraging and maintaining

those results is a key focus for our health and safety teams globally as we work towards our vision of zero harm.

Key mitigating actions

• Compliance with relevant legislation and codes of best practice.

• Robust Health and Safety Policy and training included in all staff inductions, in addition to regular refresher training.

• Refresh of the global health and safety standards.

• Regular health and safety audits, site checks and reporting.

• Appropriate training is provided for known safety risks.

• Regular communications about accidents at work and visible key risk indicators.

• Engagement of a third party to provide international support and travel advice in all markets and geographies.

• Proactive culture of ‘safety spots’ introduced to help reduce safety issues.

• Internal assurance reviews conducted during the year.

Risk appetite statement

We are fully committed to ensuring the health and safety of all our employees and other stakeholders.

Focus for 2025

Alongside the continuation of our existing key mitigating actions we will:

• Continue to roll out specific training to colleagues toenhance their competencies and safety awareness against our

highest risks including a refresh of our induction process.

• Make continual improvements of our compliance audit programme to deliver assurance over key risk themes and topics.

4. Compliance with laws and regulations

Risk owner: Group General Counsel & Company Secretary

Link to strategy Link to viability scenario Likelihood Impact Trend

2. One-off costs

Low Medium

Description

Failure of our people or third parties who we do business with to comply with laws or regulations or to uphold our

high ethical standards and values.

Update

This risk is unchanged since the prior year. Legal and ethical compliance teams across the Group have implemented a

range ofrisk mitigations that reduce the likelihood of the risk. In 2024, the Code of Conduct was refreshed and launched.

Key mitigating actions

• We are committed to reduce our environmental impact and to comply with all legal and regulatory requirements.

• A ‘no tolerance’ culture, supported by a tone from the top, reinforcing our high ethical standards and values.

• A training programme providing appropriate learning and awareness on a range of compliance topics to relevant staff.

• Due diligence procedures in place for channel partners and acquisition targets before engaging in business relationships.

• Availability and promotion of the Speak Up Policy and hotline; no retaliation policy with concerns raised

beinginvestigated.

• Monitoring of changes in legislation, including sanctions, with appropriate safeguards put in place.

• Mandatory annual confirmation statement confirming compliance with the Code of Conduct, associated policies,

training and conflicts of interest.

• Ongoing assessment of the modern slavery risks arising in our business against specific KPIs.

• Template contract terms include requirements on third parties to comply with applicable laws.

Risk appetite statement

We have no tolerance for non-compliance with relevant laws and regulations in the markets in which we operate.

Focus for 2025

Alongside the continuation of our existing key mitigating actions we will:

• Deliver training to all Rotork employees on our refreshed Code of Conduct.

• Launch the revised fair competition policy, manual and accompanying employee training.

• Continue to enhance our third party risk management programme.

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Environmental, Social and Governance continued

5. Climate commitments

Risk owner: Chief Executive Officer

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

3. Loss of profitability

Low Low

Description

We do not deliver against our commitment to enable a sustainable future and Rotork is not recognised by our

stakeholders as being part of the solution, leading to reputational damage.

Update

Rotork is committed to enabling a sustainable future and continues to assess new and upcoming regulations,

identifying those that are relevant for Rotork. The use of renewable energies has increased across global operations,

ashas the work to assess our suppliers’ readiness to set science-based targets.

Key mitigating actions

• Safety and Sustainability Committee sets Rotork’s sustainability strategy and provides oversight.

• Our Annual Report outlines and updates stakeholders on progress against delivering against stated targets.

• Net-zero commitment published.

• Compliance with TCFD guidelines and requirements.

• Science-based targets defined and monitored.

Risk appetite statement

Rotork is committed to enabling a sustainable future. We are responsible for our own operations and supporting our

suppliers and customers to operate responsibly and sustainably.

Focus for 2025

• Continue preparation to comply with new sustainability reporting regulations including the EU’s Corporate Sustainability

Reporting Directive.

• Conduct further environmental lifecycle assessments of products.

• Further engagement with suppliers on emissions measurement.

6. People

Risk owner: Chief Human Resources Officer

Link to strategy Link to viability scenario Likelihood Impact Trend

2. One-off costs

Medium Low

Description

Our people are critical to delivering our success and growth. An inability to attract, retain and develop key and diverse

talent could mean we fail to successfully deliver our strategic goals.

Update

Our people risk is unchanged since last year. Rotork continues to see meaningful progress across our learning and

training, talent management and culture workstreams.

Key mitigating actions

• A continued focus on building early careers talent pools through graduate, intern and apprenticeship programmes

to support our future talent.

• Introduction of our new performance management system to support our people managers and employees

through our annual performance cycle.

• A global network of Mental Health First Aiders, and a global wellbeing and employee assistance programme is

offered 24/7 in all local languages.

• Ongoing leadership development to build our leadership capabilities

• We publish our ethnicity pay as well as our gender pay report. We have a fair pay framework covering all employees

globally and have been a real living wage employer since 2020.

• An annual employee engagement survey to develop local action plans and listen to our employees and understand

where we can make improvements.

• We have a talent review process including succession planning to identify talent around the business with oversight

from the Board.

• The Rotork Benevolent Support Fund offers support to employees and ex-employees and their families facing hardship.

Risk appetite statement

We will invest in ensuring that we have the right people, with the right skills to deliver our strategy. This will include

ensuring that we maintain appropriate succession plans and develop and attract the right talent.

Focus for 2025

• Continue to evolve our culture and employee value proposition.

• Further development of Rotork's approach to talent and performance management.

• Launch our global people manager development programmes to support our culture and underpin key behaviours

within our business.

Strategy key : Target segments Customer value Innovative products & services Trend key: Increasing Unchanged Decreasing

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Product quality and reliability Resilience

7. Major in-field product failure

Risk owner: Operations Excellence Director & Chief Technology Officer

Link to strategy Link to viability scenario Likelihood Impact Trend

3. Loss of profitability

Low Medium

Description

Major in-field failure of a new or existing Rotork product potentially leading to a product recall, major on-site warranty

programme or the loss of an existing or potential customer.

Update

This risk is unchanged since last year. Rotork is committed to continue working with suppliers to drive quality and to

continually improve manufacturing processes that minimise the risk of in-field product failures.

Key mitigating actions

• An established product design review process pre-launch, using Rotork’s extensive product launch experience.

• Fitting and commissioning products wherever possible by Rotork engineers to ensure correct operation when

firstused.

• Comprehensive set of quality control procedures over suppliers. These include supplier visits, audits and a scorecard

system to measure their performance.

• Global service coverage ensures that any product failure issues will be dealt with quickly and efficiently to minimise

any reputational impact.

• Intelligent Asset Management (iAM) analytics provide actionable insight into valve conditions and help select

appropriate maintenance strategies.

Risk appetite statement

We will maintain robust quality control procedures over components purchased and over our finished products in all

ofour manufacturing locations.

Focus for 2025

Alongside the continuation of our existing key mitigating actions we will:

• Continue to improve the quality procedures throughout the product lifecycle.

8. Supply chain disruption

Risk owner: Operations Excellence Director

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

Medium Medium

Description

Supply chain disruption which may arise such as a tooling failure at a key supplier, logistics issues, severe weather

events impacting key suppliers which would cause disruption to manufacturing at a Rotork factory.

Update

Rotork continued to see improvements in the availability of key components and less uncertainty within our supply

chains. As a result of this we reduced our supply chain disruption risk. We continue to forecast our component

requirements and proactively work with our supply chain partners.

Key mitigating actions

• Dual sourcing for key components wherever possible provides mitigation for key suppliers or a tooling failure.

• A key risk indicator measures single sourced critical components and is reported quarterly to the Board.

• Maintaining safety stock levels sufficient to protect against short-term disruption.

• Regular monitoring and replacement of our tooling at all suppliers reduces the risk of a tooling failure.

• Identification of our critical suppliers and components, and improvements in supply.

• Supply chain due diligence and monitoring of supplier quality.

• Strengthening of our risk monitoring processes, including the ways we identify and respond to early warning

signsof potential supplier failure.

• Building tactical inventories and increasing direct purchasing of key components.

Risk appetite statement

We will manage any disruption to our supply chain utilising a range of strategies dependent on the component and

risk. We will focus our mitigations on critical components and will consider geopolitical factors in decision making.

Weexpect our suppliers to adhere to our Supplier Code of Conduct.

Focus for 2025

Alongside the continuation of our existing key mitigating actions we will:

• Develop our cost engineering strategy focused on key risk areas.

• Review our geographical supply chain risk and supplier base.

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Strategy key : Target segments Customer value Innovative products & services Trend key: Increasing Unchanged Decreasing

Resilience continued

Change management

9. Critical IT system failure and cybersecurity

Risk owner: Chief Information Officer

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

Medium High

Description

Failure to provide, maintain and update the systems and infrastructure required by the Rotork business. Failure to protect

Rotork operations, sensitive or commercial data, technical specifications and financial information from cybercrime.

Update

This risk is unchanged from last year. The Group continues to invest in risk mitigation and preventative controls.

Cyberrisk continues to evolve, and the risks associated with artificial intelligence have been considered, moving from

our emerging risks. Threat intelligence and patching plays a key role in the mitigation of this risk.

Key mitigating actions

• Established security controls, policies and procedures.

• Dedicated security team using monitoring and defence tools.

• Third party cyber maturity assessments performed regularly.

• Continuously raising cybersecurity awareness through regular training and simulated phishing attacks.

• All new IT services are designed with a ‘cloud first’ approach to improve security, resilience and availability.

• All IT services are patched in accordance with vendor support contracts and external advice.

• A disaster recovery solution (supported by third party service level agreements) is in place for all critical systems.

• Increased security and authentication controls implemented for all IT users.

• Key risk indicators and cybersecurity updates are reported to the Board.

Risk appetite statement

We will continue to review current external and internal cyber threats and respond to them to ensure that we have

appropriate technology processes and controls in place.

Focus for 2025

Alongside the continuation of our existing key mitigating actions we will:

• Drive the execution of our cybersecurity strategy in full alignment with internationally recognised standards,

strengthening protection, resilience and recovery against an increasingly complex and evolving threat landscape.

• Continue to deliver our obsolescence plan, focusing on proactively replacing and upgrading key infrastructure

components and upgrading of all user devices to maintain confidentiality, integrity, and availability of our data

andservices.

10. Business change management

Risk owner: Business Transformation Director

Link to strategy Link to viability scenario Likelihood Impact Trend

1. Revenue decline

2. One-off costs

3. Loss of profitability

Low Medium

Description

The delivery of our strategic initiatives relies upon our ability to deliver a series of key change programmes without

causing business disruption or having a negative impact to our day-to-day operations.

Update

This risk is reported as decreasing due to the increase in maturity of the mitigating actions to deliver our various

Growth+ programmes. This risk tracks the key change programmes underway in Rotork, such as the global roll-out

ofan ERP system, as the management team is focused on the delivery of the key aspects of our Growth+ strategy.

Key mitigating actions

• A dedicated function was established to focus on delivery of our key change programmes spanning finance,

ITandcommercial.

• A dedicated project management office is in place to manage key deliverables with a mix of both operational

andspecific project management experience.

• Outcomes are monitored and tracked against the initial objectives of each initiative.

• Metrics are in place to indicate and manage any impact on day-to-day operations.

• Regular governance forums are in place to report on risks and deal with issues in a timely manner.

• A resource model is in place to deliver Growth+.

Risk appetite statement

We will ensure that our change management capacity is sufficient to implement our strategy and that the business

decisions do not negatively influence our day-to-day business.

Focus for 2025

• Deliver customer value and innovative products and services.

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Assessment of Prospects

The Group’s Growth+ strategy (see pages 17

to23) and principal risks (see pages 70 to 77)

are well documented. The Group works closely

with its customers who have projects ranging

from several weeks to several years, discussing

operational plans and their longer-term capital

expenditure programmes.

Whilst the Board has no reason to believe the

Group will not be viable over a longer period,

the directors have assessed the viability of the

Group over a three-year period taking account

of the Group’s current position and the potential

impact of the principal risks.

Three years is considered an appropriate period

over which a reasonable expectation of the

Group’s longer-term viability can be evaluated

and is aligned with our planning horizon at both

Group and divisional level. The Board has considered

whether it is aware of any specific relevant

factors beyond the three-year horizon and

confirmed that there are none.

Assessment of Viability

A robust assessment of the principal and

emerging risks facing the business was

conducted through the year with the review of

the risk appetite framework and risk dashboards

contributing to a fuller consideration of those

risks which might impact the business model

orfuture performance. The directors have

considered each of the remaining principal risks,

individually and some in combination, and the

potential impact they could have in severe but

plausible scenarios. The scenarios contained

significant one-off financial shocks and

significant profit erosion impacting the Group’s

revenue. In particular, the scenarios cover different

potential impacts associated with geopolitical

instability, disruption to supply chain or to

logistics, whatever the source of that disruption,

increasing political protectionism inrespect of

trade tariffs and lower investment in the oil and

gas markets. These events occurring individually

or at once have been considered in the

modelling of the different scenarios.

Financial scenario modelling was carried out to

assess the impact of these risks on the Group’s

three-year plan, including a reverse stress test.

Assumptions were made concerning market

activity levels, the impact of the scenarios on

working capital cycles and the mitigating actions

that could be taken to reduce the cash and

financial impact of the stress-test scenarios.

Further mitigating actions not modelled that

could be taken if needed include curtailment

ofdividends or capital asset investment.

In coming to this view, the Board has considered

the current level of geopolitical instability, inherent

volatility in exchange rates and oil and other

commodity prices, the current inflationary

environment, and the nature of the industry

andthe business cycles involved.

Given the current position of the Group and

thelikely effectiveness of any mitigating actions,

the Board has assessed the impact these would

have on the business model, future performance,

solvency and liquidity over the period and have

areasonable expectation that the Group will

beable to continue in operation and meet its

liabilities as they fall due over a three-year period.

Scenario modelled Link to principal risks

Scenario 1: Revenue decline.

• 4% decline in revenue by year three.

• The Board considered events that would result in a

gradual erosion of revenue and gross margin which

would ultimately reduce operating cash generation.

• Geopolitical instability

• Increased competition

• Major in-field failure

• Climate commitments

• Critical IT system failure and cybersecurity

• Business change management

• Supply chain disruption

Scenario 2: One-off costs and no revenue growth.

• £50m one-off costs in year one and no growth

inrevenue from current levels.

• Impact of a one-off cost due to a specific issue,

accompanied by a reduction or downturn in

forecast revenue due to an interruption to

production, supply chain disruption or disruption

to a specific end market.

• Geopolitical instability

• Supply chain disruption

• Increased competition

• Health & Safety

• Compliance with laws and regulation

• Major in-field product failure

• Business change management

• Climate commitments

• People

• Critical IT system failure and cybersecurity

Scenario 3: One-off costs and revenue decline.

• £50m one-off costs in year one and a 12%

declinein revenue by year three.

• One-off cash costs as a result of a specific issue

and a permanent loss of subsequent profitability

which affects operating cash generation.

• Geopolitical instability

• Major in-field product failure

• Business change management

• Climate commitments

Scenario 4: Reverse Stress Test.

• £100m one-off costs in year one and a 14%

decline in revenue from 2024 by year three.

• There is no reasonably possible scenario that would

lead to the conditions modelled in the reverse

stress test.

• Multiple concurrent risks

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Viability statement Strategic report Corporate governance Financial statements

2024 TCFD Report Governance

Introduction

The following sections report on our implementation of the recommendations of the Task Force on

Climate-related Financial Disclosures. We support the purpose of TCFD, to standardise climate-related

disclosures that will enable financial and other partners to gain a clear view of which companies will

endure or even flourish as the environment changes, regulations evolve, new technologies emerge

and customer behaviour shifts. Better information about climate risks and opportunities will then

also flow into companies’ risk management and strategic planning processes. As this occurs, companies’

and investors’ understanding of the financial implications associated with climate change will grow,

empowering the markets to channel investment to sustainable and resilient solutions, opportunities,

and business models.

TCFD and CFD Statement of Compliance

Rotork is disclosing in accordance with the Financial Conduct Authority (FCA) UK Listing Rule

6.6.6R(8) and the Companies (Strategic Report)(Climate-related Financial Disclosure) Regulations

2022. The main disclosures are set out here, within the TCFD report, on pages 79 to 85.

Thereareadditional disclosures on pages 41 to 47 and 52 to 56. Of the TCFD’s 11 disclosure

recommendations, we are compliant with ten, and we explain the status of the remaining

recommendation below.

TCFD recommendation Status

Strategy

(b) Describe the impact of climate-related

risks and opportunities on the organisation’s

businesses, strategy and financial planning

To fully align with this recommendation, the reporting

company must publish a transition plan. As transition

plans are also an anticipated requirement of forthcoming

reporting regulations, Rotork has decided to delay the

drafting of the formal document until the respective

requirements for these schemes have been published.

However, Rotork already discloses many of the likely

requirements including its greenhouse gas emissions,

progress against science-based targets, TCFD scenario

analysis results, and climate-related remuneration target.

Recommendation (a): the Board’s

oversight of climate-related risk

andopportunities

Strategy

The Board supports the ongoing development of

Rotork’s business strategy. This year, the Board

has been particularly focused on the roadmap

toachieving our scope 1 and 2 reduction target

and future ESG reporting requirements.

Performance

The Board monitors the Group’s performance

against five key financial and two non-financial

performance indicators, including the reduction

in scope 1 and 2 emissions. Performance against

these measures is evaluated by the Board, the

Safety and Sustainability (S&S) Committee and

Remuneration Committee. The Audit Committee

retains oversight of the assurance of the

reporting and disclosures of relevant

sustainability data.

Updates: the Board met regularly during theyear

and received updates from the S&S Committee

Chair following each S&S Committee meeting.

Each update included coverage of climate-related

matters. The S&S Committee met three times

during the year and received regular reports

from our CEO and wider senior management

onthe Group’s progress towards science-based

emissions reduction targets and the related

long-term incentive targets, which underpin our

ultimate net-zero commitment. In2024, each

S&S Committee meeting included climate-related

matters (see the S&S Committee Report on

page117 for further details); these updates are

prepared by the ESG, HSE andGroup Supply

Chain teams.

Climate risk assessment: the Board reviews and

assesses current and emerging climate and

environment-related risks at Group Risk Review

meetings held twice a year. The Board provides a

top-down view of climate risks and assesses how

risks are being responded to by management.

Recommendation (b): management

team’s role in assessing and managing

climate-related risks and opportunities

As part of the overall risk management process,

management reviews and assesses current and

emerging climate and environment-related risks

at Group Risk Review meetings held twice a

year. The outcomes of these assessments are

reported to the Board.

Targets: climate strategy and targets are

proposed by the Rotork Management Board,

with support from the ESG and Sustainability

team, and are approved by the S&S Committee

and the Board. Our science-based greenhouse

gas (GHG) emissions reduction targets cover

scopes 1,2and 3.

Remuneration: in 2024, remuneration from ESG

performance metrics included a scope 1 and 2

emissions reduction measure in the LTIP. The

2025 LTIP includes a further scope 1 and 2

reduction measure.

Individuals

• Chief Executive Officer: responsible for

overseeing integration of climate considerations

within the corporate strategy and M&A-related

activity and reports directly to the Board.

• Chief Financial Officer: responsible for climate

reporting and compliance with disclosure

requirements.

• Chief Technical Officer: responsible for

realising product efficiency opportunities

within new product development and

overseeing continuous improvement and

innovation in product design to manage

ourdemand on resources and limit our

environmental impact.

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Governance continued

Strategy

Recommendation (b): management

team’s role in assessing and managing

climate-related risks and opportunities

continued

Individuals continued

• Operations Excellence Director: responsible

for the HSE and global supply chain teams,

which respectively i) oversee the implementation

of environmental and energy efficiency

projects at our manufacturing sites to deliver

energy, waste and water reduction targets,

and ii) oversee emissions reduction

opportunities in the upstream value chain,

including engaging with suppliers to set

science-based targets.

• Other members of the management team:

responsible for supporting the individuals

above and meeting their own emissions

reduction mandates. For example, our Chief

Human Resources Officer is responsible for

the development and implementation of our

fleet strategy to reduce associated emissions.

The management team is led by our CEO.

Teams

• ESG team: responsible for developing the ESG

and climate strategy and delivering related

communications and reports. Reporting to

the Chief Financial Officer, itsresponsibilities

also include (i) monitoring and addressing

stakeholder expectations inrelation to

climate issues, (ii) monitoring broader ESG

and climate-related policy developments,

and(iii) monitoring our exposure to

climate-related risks and opportunities

toensure awareness of themanagement

team and tomeet disclosure requirements.

• Health, Safety and Environment (HSE) team:

responsible for setting and adhering to

environmental standards for our operations

and collating environmental performance

data. Reporting to the Operations Excellence

Director, it is also responsible for overseeing

the implementation of the operational

components of the climate strategy set

bytheBoard.

• Global Supply Chain team: responsible for

supplier engagement on climate issues and

engaging suppliers to set science-based

targets. Reporting to the Operations

Excellence Director, the team is additionally

responsible for analysing and responding to

ESG risks and opportunities in our supply

base, including climate-related risks.

Recommendation (a): climate-related

risks and opportunities over the short,

medium and long-term

Our approach to scenario analysis

Over 2021-23, Rotork undertook an initial set of

scenario analyses. The physical risk assessment

modelled risks to our four largest assembly facilities

using the IPCC Shared Socioeconomic Pathways

(SSPs), and the transition risk assessment modelled

scenarios with data from the Network for Greening

the Financial System (NGFS) and the IEA World

Energy Outlook (WEO).

In 2024, we engaged specialists from the Marsh

Climate and Sustainability team to refresh our

quantitative climate scenario analyses. Our latest

physical risk assessment includes all Rotork

facilities in an initial risk screening to identify

facilities with potential exposure to climatic

hazards, and all assembly facilities were included

in the subsequent scenario analysis risk modelling.

Our latest transition risk assessment uses two

NGFS transition scenarios, incorporating findings

from the previous analyses.

Quantification of financial impacts

The physical risk modelling quantified the

annualimpact on net profit of future climate

scenarios against a 2020 baseline for property

damage (before any insurance coverage) and

productivity loss.

The transition risk modelling included

quantification of direct greenhouse gas

emissions costs (annual impact on net profit).

The transition opportunity modelling quantified

the incremental revenue from new market

opportunities (net present value for the

period2024–2050).

Time horizons

Our scenario analyses assess physical climate

risks using modelled timeframes of 2020–2100

(by decade) and transition risks for 2025–2050

(at 2025, 2030 and 2050).

These analyses align with our enterprise risk

management timeframes:

• Short-term (0–5 years): The five-year

timeframe aligns with our five-year strategy

andrelated strategic planning.

• Medium-term (5–10 years): The 10-year

timeframe aligns with our approach to

innovation and service development.

• Long-term (10–25 years): The 25-year

timeframe aligns with (i) the timeframe we

apply in macro and megatrend risk scenarios,

see pages 4 to 5, and (ii) our net-zero

targettimeframes.

The scenarios and their parameters

Physical risk scenarios

IPCC RCP 2.6 is a low-emissions scenario where

global warming is likely limited to below 2°C.

IPCC RCP 8.5 is a high-emissions scenario where

global warming may exceed 4°C.

Global average temperatures across these two

scenarios are not expected to diverge until

c.2040. Climate risk was modelled using the

XDIclimate model, which assesses the risk of

physical damage and operational disruption

posed by natural hazards. The model does not

incorporate site-specific protections.

Physical risks assessed

(i) Surface water flooding, (ii) Riverine flooding,

(iii) Coastal inundation, (iv) Soil movement,

(v) Extreme wind, (vi) Forest fire, (vii) Freeze

thaw, (viii) Extreme heat.

Transition risk scenarios

NGFS Net Zero 2050: a high-ambition

scenariowhich limits global warming to

1.5°C,achieving net-zero by 2050 through

significant, coordinated global climate

policiesand cross-sectoral innovation.

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Strategy continued

Recommendation (a): climate-related risks and opportunities overtheshort,

medium and long-term continued

Our approach to scenario analysis continued

The scenarios and their parameters continued

Transition risk scenarios continued

NGFS Fragmented World: a scenario with delayed, unaligned climate policies, resulting in 2.4°C

ofwarming and significant exposure to both physical and transition risks. Countries with net-zero

targets achieve 80% of ambition and those without continue current policies. This scenario was

chosen for comparison as it is more reflective of the current policy environment.

Transition risk and opportunity categories assessed

(i) Carbon pricing, (ii) Energy technology (transition-related costs), (iii) Market shifts, (iv) Reputation,

(v) Liability, (vi) Investor sentiment

Determining climate-related materiality

A substantive financial or strategic impact on our business is defined by our risk management

process as:

• Financial: effect on net profit of >£8m and a probability of occurrence above >25%.

• Strategic: an event in the future that may limit our ability to deliver against our strategic goals.

Climate risks and opportunities

Physical risks

ID Impact Description Category Financial impact in 2050

Scope of

assessment Risk management

R1 Increased risk of property

damage from climate-

related natural hazards

atour operational sites

Losses from physical damage to

Rotork sites. The modelled impact

ismodest. Site-specific protections

are not considered by the model.

Acute

andchronic

RCP 2.6

(2°C warming)

RCP 8.5

(4°C warming)

100% of

global sites

• Rotork assets are insured against natural

hazards and business interruption.

• Asset-specific business continuity plans are in

place. Our largest operations are in the UK,

China, USA and Italy.

R2 Increased risk of productivity

loss from climate-related

natural hazards atour

operationalsites

Losses from downtime days at

Rotork sites. The modelled impact

is modest. Site-specific protections

are not considered by the model.

Acute

andchronic

RCP 2.6

(2°C warming)

RCP 8.5

(4°C warming)

100% of

global sites

Transition risks

ID Impact Description Category Financial impact in 2050

Scope of

assessment Risk management

R3 Direct GHG

emissions costs

Additional costs from carbon taxes

and fees on scope 1 and 2 emissions.

Policy

andlegal

Net Zero 2050

Fragmented World

100% of

global sites

• Rotork is proactively reducing scope 1 and 2

emissions and has nearly achieved its 2030

science-based reduction target.

R4 Reputation and

perception risk

Effect of investors' and customers'

perception of the sustainability

ofRotork's business, operations

and products.

Reputation Qualitative analysis Group level

• Reputational risk is evaluated as part of the

Group risk management process.

• Rotork regularly engages with its stakeholders.

Impact thresholds (key): Negative exposure: <£3m £3–5m £5–10m £10–20m >£20m

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Recommendation (a): climate-related risks and opportunities overtheshort,

medium and long-term continued

Climate risks and opportunities continued

Practical limitations when quantifying future risks

Please note that these quantifications are forward-looking projections which can only provide

anindicative value at risk. Physical risk values are based on place-based assumptions concerning

likelihood, magnitude and asset vulnerability which vary between future climate scenarios.

2024 updates to transition risk disclosure

• Indirect GHG emissions costs (change in our energy costs): when reassessed in the 2024 analysis

(as part of the ‘Energy technology’ assessment), these costs are not projected to be material.

• Indirect GHG emissions costs (policy & legal): While the impact of CBAM schemes was considered

in this analysis, Rotork’s exposure is not currently assessed to be material.

Transition opportunities

ID Impact Description Category Revenue impact (NPV)

Scope of

assessment Opportunity management

O1 Incremental revenue from

new market opportunities

Decarbonisation activities offer

increased demand for Rotork

products in key transitional

sectorsincluding:

• CCUS

• Battery storage

• Hydrogen

Markets

Net Zero 2050

Fragmented World

Global • As part of our Growth+ strategy, we have

identified Target Segments where we see

significant profitable growth opportunity

(including decarbonisation and HVAC) and

have established business development teams

to secure these opportunities.

Impact thresholds (key): Positive exposure: <£3m >£20m

2024 updates to opportunity disclosure

• Avoided risk from mitigation: in the previous analysis, the cost savings from scope 1 and 2 emissions reductions were noted as a potentially material opportunity. While we remain fully committed to

ournet-zero and carbon reduction targets, the latest 2024 analysis found that – as an organisation with relatively low operational emissions – the financial savings from these reduction initiatives do not

meet our materiality thresholds.

Recommendation (b): the impact of climate related risks and opportunities on

businesses, strategy, and financial planning

Integration into financial planning

The opportunities and risks (net of any insurance cover) of climate change are integrated into our

financial planning, to the extent that the likelihood of occurrence is probable.

• The expected cost of taxes (including environmental taxes), energy and capital expenditure

(including energy-saving and renewable energy projects) are incorporated into our

budgetingprocess.

• The revenue and anticipated revenue from our eco-transition portfolio factors into our financial

forecasts, including climate-related opportunities like oil and gas customers purchasing electric

actuators as part of decarbonising upstream operations.

• As part of our budgeting process, we incorporate the cost of performing risk assessments and

undertake mitigations to reduce the impact of physical risks. We purchase insurance to further

mitigate the risk of property damage from extreme weather events.

• Reputational risk is managed through our ‘climate commitments’ principal risk (p. 75), which is

incorporated within our viability assessments.

The viability assessment (p. 78) considers risks where the likelihood of risk occurrence is more

remote. The likelihood of risks occurring is monitored through our Group risk management process.

Incorporation into business strategy

Our 'enabling a sustainable future' initiative underpins the Growth+ strategy. To monitor transitional

opportunities, we began reporting on our eco-transition portfolio in 2021.

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Risk management

Recommendation (a): identifying and assessing climate-related risks

Risk management framework

Climate-related risks and opportunities are assessed and managed using the Group’s overarching

riskmanagement framework (see pages 67 to 69 for more information). Our established risk

management framework incorporates both ‘bottom-up’ and a ‘top-down’ risk identification and

review processes. The bottom-up process is carried out at functional, divisional and regional levels

and the top-down process is performed at the management and Board level.

Horizon risk methodology

For many climate-related risks, either the severity of the impact or the likelihood may be uncertain,

and typically these risks may materialise over longer-term time horizons than more traditional

business risks. To account for this, we use a ‘horizon risk methodology’ to assess those risks that

aremore uncertain or intangible, such as climate change. This uses a wider timeframe than typically

used, with short term as 0–10 years, medium term as 10–25 years and long term as 25 years

andbeyond.

Climate risk identification

Climate-related risks are identified, monitored and managed through risk workshops held with

allkey functions at least twice a year. Since 2022, in addition to the established risk management

process, additional cross-function workshops were convened to identify and contextualise

climate-related risks and opportunities that affect different functions. The potential impacts

werediscussed and ranked based on perceived business importance.

Climate risk assessment

In accordance with the TCFD recommendations, our assessment primarily focused on understanding

the potential financial impact of these risks. To achieve this, each transition and physical climate risk

or opportunity has been qualitatively assessed and scored based on the potential financial impact.

The level of potential financial impact is a function of three criteria including vulnerability (consisting

of level of exposure, sensitivity and adaptive capacity), likelihood and magnitude. We also assessed

opportunities in terms of the size of opportunity and ability to execute. The risk and opportunity

assessment results were used to inform the next stage of the climate risk assessment – the

quantification of potential financial impact for some of the most material risks.

We currently define financial materiality as affecting net profit by over £8m and probability greater

than 25%. This will be used to inform the continued development of risk management responses

forincorporation into our Climate Transition Plan.

Recommendation (b): the impact of climate-related risks and opportunities on

businesses, strategy, and financial planning continued

Incorporation into business strategy continued

The role Rotork can play in a green economy and a cleaner, more sustainable future featured

highlyinour recent materiality assessments. Our products can enable the transition to a low-carbon

world, with applications in low-carbon fuels, hydrogen, carbon capture, usage and storage, and

battery materials.

In addition, there are considerable opportunities to assist our oil and gas customers in delivering

against their ambitious net-zero commitments, including through providing products and services

that deliver reliable, energy-efficient solutions that minimise environmental impacts (for example,

through lower emissions, energy consumption and water usage). Similar opportunities present

themselves in the power, water and industrial markets. Our products have applications in the rollout

and modernisation of critical infrastructure. Water scarcity is resulting in a greater need for recycling

and desalination, and rising sea levels are necessitating flood defence investment.

Case studies illustrating the role we can play are set out on pages 52 to 56.

Recommendation (c): the climate resilience of our strategy

The scenario analysis indicates that Rotork is resilient to both the transition to a low-carbon economy

and to the more frequent, severe weather events that would accompany climate scenarios with

greater levels of warming. Our continued progress against our science-based scope 1 and 2 target

demonstrates our ability to manage the risk of future carbon taxes. Likewise, the risk of disruption

from climate-related natural hazards is assessed as 'low' with management procedures in place.

Likewise, through our ability to supply technologies that enable the transition – including hydrogen

production and electrification of oil and gas operations – we are positioned to benefit from the

transition to a 2°C scenario. For further examples of our products’ use in low-carbon technologies,

see pages 52 to 56.

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Recommendation (b): managing climate-related risks

Risk control and management

When risks are identified, a risk owner is assigned who is accountable for monitoring and managing

the risk. In some cases, climate-related risks identified may already sit as risk drivers to an existing risk.

Where a new response is required to manage a risk, an action owner is assigned who is accountable

for the delivery of the action, with support from the Risk and Compliance team. An appropriate

action could be to perform further analysis, to put in place controls and mitigations, or to address

the risk by identifying other opportunities.

Recommendation (c): how identifying, assessing and managing climate-related

risks are integrated into enterprise risk management

The Board is responsible for determining the nature and extent of the risks it is willing to take in

achieving our strategic objectives. Our Group risk appetite statement sets the tone from the top and

supports decision making to mitigate, control or accept risks. Rotork’s purpose, ‘keeping the world

flowing for future generations’, is embedded in the way we assess risks.

The Board considers climate issues in strategic and financial planning throughout the year; however,

a formal review process is conducted twice yearly. It is assisted in the assessment of climate-related

matters by the S&S Committee, the Audit Committee, and the Rotork Management Board.

Our Group risk management process reviews those risks that could have an immediate or longer-term

impact. One of our principal risks is ‘Climate Commitments’. Our Climate Commitments risk is driven

by the Group’s commitment to enable a sustainable future, and our understanding of the challenges

that are posed in delivering our targets, both internally and externally to align with the climate

science. Sustainability is a key pillar of our strategy, and we are well-positioned to support the

transition to a low-carbon economy and sustainable future. This is further outlined in our Growth+

strategy on page 17. We recognise that as a company we must live up to our promises and deliver

onthe targets we have set. This risk demonstrates that we understand that operating responsibly

isimportant for Rotork and our stakeholders. For more information see pages 106 to 111.

Climate-related risks and response options are managed using the Group’s Risk Management

Framework which incorporates both a bottom-up and top-down assessment. Climate change is a

standing agenda item at risk workshops held at least twice a year. Given the unique characteristics

ofclimate-related risks, we use our horizon risk methodology to assess risks against longer-term time

horizons relevant to climate change. Risk owners are assigned to the most material risks and appropriate

control measures are decided based on the perceived materiality and the agreed risk appetite.

Recommendation (a): climate risk and opportunity metrics

For Rotork’s 2024 update on sustainability performance, please see the Sustainability Review on

pages 34 to 66.

ID Risk Metric 2024 2023 2022

R1 Property damage

Number of

natural

catastrophe

events resulting

in a significant

financial impact

— — —

R2 Operational

disruption

R3 Direct GHG

emissions costs

Scope 1 and 2

emissions (tonnes,

marketbased)

5,877 6,310 7,052

R4 Reputation and

perception risk

MSCI ESG rating

AAA AAA AA

ID Opportunity Metric 2024 2023 2022

O1 Incremental

revenue from

new market

opportunities

% revenue from

eco-transition

portfolio

30% 30% 28%

1 Our ‘eco-transition portfolio’ includes: ‘Water & wastewater’, ‘Methane emissions reduction’ and‘New energies & technologies'.

These include products and services that (i) reduce (if not eliminate) methane emissions through the electrification of the

upstream oil & gas sector, (ii) enable the energy transition through applications in LNG, carbon capture and storage, biofuels,

hydrogen and offshore wind, and (iii) manage water and wastewater distribution and treatment.

Metrics and targets

Risk management continued

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Metrics and targets continued

Recommendation (b): scope 1, 2 and 3 greenhouse gas emissions and

relatedrisks

Our full Streamlined Energy and Carbon Reporting (SECR) disclosure is available on pages 41 to 42.

Recommendation (c): climate-related targets

Rotork is committed to net-zero for scope 1 and 2 by 2035 and for scope 3 by 2045. Our near-term

emissions reduction targets for scope 1, 2 and 3 emissions have been validated by the SBTi. The baseline

year for all targets is 2020.

Rotork set a market-based target to reduce scope 1 and 2 emissions by 42% by 2030 compared with

2020. This is an absolute reduction target, aligned to a 1.5ºC pathway. Market-based emissions are

reported on page 41, and Rotork aims to achieve our target through renewable energy procurement,

use of on-site solar photovoltaic generation, energy efficiency projects across our estate and our

fleet emissions reduction strategy. We are currently on track to achieve this target, with a 37%

emissions reduction in 2024 versus our 2020 baseline.

For scope 3, Rotork also set an absolute reduction target for emissions associated with the use of

sold products. Our target is to reduce emissions by 25% by 2030, in line with a well-below 2ºC

pathway. We will achieve this target through incorporating energy performance improvements into

the new product development process and through assessing energy saving opportunities of existing

products. Our ambition will also be supported by the progressive ‘greening of the grid’, as over time

our products will be powered by an increasing proportion of renewable energy during their use.

Weare on track with programme delivery, see further details on page 45.

In addition, we have set a supplier engagement target for emissions associated with purchased

goods and services. We are engaging with suppliers representing 25% of supply chain emissions

toset science-based targets by 2027, see further details on page 47.

In 2023, 2024 and 2025, the executive LTIP awards include a measure targeting reductions in scope

1and 2 emissions.

GHG emissions Tonnes CO

e (2024) Associated climate-related risks

Scope 1

Scope 2

(market-based)

3,533

2,344

(Limited assurance)

• Direct GHG emissions costs

Scope 3

70,861

Purchased goods

andservices

253,939

Products in use

17,153

Rest of scope 3 categories

Total GHG emissions

347,830

2024 GHGemissions

(tCO

341,953

2024 Scope3

emissions (tCO

Scope 1

Scope 2

Scope 3

Purchased goods and services

Products in use

Rest of scope 3 categories

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The Non-Financial Reporting Requirements in Sections 414A and 414CB of the Companies Act 2006 are addressed in this

statement using cross references to indicate pertinent sections within this report

This report refers to a range of policies that support our performance across Environment, Social and Governance topics.

ESG policies are located on our website: www.rotork.com/en/environmental-social-governance/esg-reports-and-policies.

Environmental information

Where material information can be found in the strategic report Material policies How we monitor the effectiveness of policies

Our approach to managing our environmental impacts is set out

onpages 34 to 66. Our TCFD report, prepared in accordance with

UKListing Rule 6.6.6R(8) and the Companies (Strategic Report)

(Climate-related Financial Disclosure) Regulations 2022, is set out on

pages 79 to 85. We work to measure and reduce our environmental

impact and report progress inour Annual Report, and in our separately

published GRI table.

Environmental Policy

This sets out our commitment to protecting the environment,

ecosystems and biodiversity; continually improving our

environmental and energy performance; and complying with

all applicable environmental and energy regulations. It applies

to the whole Group,including subsidiaries.

We measure performance against key environmental

metrics and report this publicly. We also include environmental

obligations in our agreements withsuppliers and monitor

performance. See the non-financial performance KPIs on

page 15 for the reductions in scope 1 and 2 emissions

in2024 versus our 2020 baseline.

The Company’s employees

Where material information is located Material policies How we monitor the effectiveness of policies

Our approach to People and Culture is set out on pages 58 to 61.

Ouremployee engagement approach is also covered in our Section

172(1) statement on pages 106 to 111 and our workforce engagement

section on pages 112 and 113. Related principal risks, on pages 70

to77, are Health & Safety, People and Business Change Management.

Board Diversity & Inclusion Policy

Sets out the Board’s approach to diversity and inclusion and

provides the framework for the Board’s approach to diversity

and inclusion in senior management roles.

Code of Conduct

Our Code, together with our values, sets out the standards of

behaviour we expect of our employees and provides guidance

about how to make ethical decisions.

Health & Safety Policy

Sets out our commitment to the planning and management

ofhealth and safety for reducing accidents and cases of

work-related ill-health. It applies Group-wide, including

toallour subsidiaries and persons working for or onbehalf

ofthe Company.

Speak Up Policy

Outlines our commitment to conducting our business with

openness, integrity and fairness, and encouraging people to

report suspected wrongdoing as soon as possible and without

fear of detrimental treatment as a result of raising a concern.

It applies to all individuals working within, for, or with Rotork,

including suppliers.

Our regular employee engagement assesses employees’

engagement and their views of Rotork as a place towork.

Surveys include questions on diversity and inclusion and

the pace of change. We conduct regular audits of our

health and safety system. We track colleague diversity at

different levels within the organisation, reviewing gender,

ethnic and age diversity among others. We also monitor

the number of contacts made through our whistleblowing

linesand the outcomes of any investigations. The Total

Recordable Incident Rate (TRIR) is one of our two key

non-financial performance indicators. Performance in 2024

and trends over time are set out on page 40.

Our Annual Confirmation Statement process, launched in

January each year, requires employees to confirm that they

have read the Code of Conduct and associated policies,

completed any mandatory training and declare any

conflicts of interest.

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Non-financial and sustainability information statement Strategic report Corporate governance Financial statements

Social and community matters

Where material information is located Material policies How we monitor the effectiveness of policies

Our contribution to the communities in which we operate,

including charitable giving, is covered on pages 62 and 63.

Ourapproach to supplier management is on pages 47 and 48

and 110 and 111.

Supplier Code of Conduct

Our Supplier Code of Conduct sets out our minimum

expectations regarding ethical behaviours and compliance with

applicable laws, including promoting equal opportunities, human

rights, freedom of association, labour rights, good environmental

practices, and our zero-tolerance approach to bribery and

corruption. It applies to all Suppliers globally and is published on

our website. Rotork also expects suppliers to apply our Code to

their own supply chains. We assess potential slavery and human

trafficking risks arising from supplier relationships using a number

of different methods. These include assessing new and existing

suppliers and conducting supplier site visits. In the event that an

issue is identified, we will undertake appropriate remedial action.

This might include placing appropriate contractual obligations on

a supplier, working together with a supplier on a corrective

action plan, or ceasing towork with a supplier altogether.

Worldwide Charity Support Policy

This policy sets out how we implement charitable giving, in

linewith our corporate responsibility aims. Every location has

authority to spend 0.1% of its prior year’s profit before tax on

charitable or good cause activities chosen by the employees of

that location.

Group Tax Strategy

Our overall tax strategy is for full disclosure and co-operation

with all tax authorities. We consider reputational, financial

andoperational risks in our approach to tax planning. We are

committed to creating an open and transparent working

relationship with tax authorities in the jurisdictions in which

weoperate, and to abiding by all applicable laws.

We capture and report data on our charitable giving and

assess the impact we have made. We audit high-risk

suppliers, as required, to ensure compliance with our

SupplierCode of Conduct.

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Non-financial and sustainability information statement continued Strategic report Corporate governance Financial statements

Respect for human rights

Where material information can be found in the strategic report Material policies How we monitor the effectiveness of policies

Our approach to diversity and inclusion and respect for humanrights

is covered on pages 48 to 51 and 59 to 61. OurModern Slavery

Statement is published on our Group website at www.rotork.com.

Our Code, together with our values sets out the standards of

behaviour we expect of our employees and provides guidance

abouthow to make ethical decisions. In 2024, we updated the

formatand content of our Code of Conduct and published it on

ourexternal website.

Modern Slavery Statement

Provides an update on our progress with strengthening our

modern slavery risk management framework and explains the

steps we aim to take in the coming year.

Modern Slavery Policy

Our Modern Slavery Policy provides guidance on how to

detect, prevent and report modern slavery concerns. It includes

key performance indicators to measure the effectiveness of our

control measures.

Code of Conduct

Outlines the standards of behaviour we expect from employees,

including a section covering the protection of human rights

and empowering staff to ‘Speak Up’ if they have a concern.

Respect at Work and Equality of Opportunity

Sets out our commitment to the principle of equal opportunities

to ensure that no employee or job applicant receives less

favourable treatment based on their age, race, nationality,

ethnic origin, disability, sex, sexual orientation, religion or

belief or marital status.

Conflict Minerals Policy

This policy sets out the Company’s commitment to not using

tantalum, tin, tungsten and gold that directly or indirectly

finances or benefits armed groups in the Democratic Republic

ofthe Congo, adjoiningcountries, and other conflict-affected

and high-risk areas (CAHRAs).

We deliver a range of mandatory training courses, including

Code of Conduct and Speak Up training, which include

amodule on modern slavery and human trafficking.

Wemonitor completion status and follow up with those

who have not completed training by its due date.

We also introduce new joiners to our values during

theirinduction sessions.

We review our suppliers for modern slavery risks.

Weengage an independent intelligence provider to

helpanalyse our supply base. We follow up with audits

when necessary.

We monitor the number of reports of suspected

wrongdoing received. We investigate all concerns and

analyse the outcomes for any trends or risk indicators.

We exercise due diligence based on the ‘Responsible

Minerals Initiative’ guidance, by mapping our supply chain

using their reporting templates for tantalum, tin, tungsten

and gold, andfollowing up any concerns raised via a

corrective action management process.

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Non-financial and sustainability information statement continued Strategic report Corporate governance Financial statements

Anti-bribery and corruption

Where material information is located Material policies How we monitor the effectiveness of policies

Sustainability Review – culture, ethics and

governance section (pages 49 to 51),

Sustainability Review – people and culture

section (pages 58 to 63), Governance

Report (from page 90)

Code of Conduct

This sets out our zero-tolerance approach to bribery and corruption and the standards of

behaviour expected to minimise the risk of bribery, including in relation to gifts and hospitality.

Anti-bribery and Corruption Policy

We take a zero-tolerance approach to bribery and corruption. Ourpolicy and related guidance

help employees understand howbribery can impact individuals and the Company and how

toreport a potential breach.

Gifts and Hospitality Policy

Provides guidance on the rules relating to the offering and acceptance of gifts and hospitality.

Additional situational guidance and FAQs are available on our Gifts & Hospitality Sharepoint site.

Supplier Code of Conduct

Outlines our zero-tolerance policy to extortion, bribery and corruption and to offering, paying,

soliciting or accepting bribes in any form.

In addition to mandatory Code of Conduct and

Speak Up training, employees are required to

complete anti-bribery andcorruption courses on

aregular basis. We track training completion rates.

See page 49 for more information.

We investigate all concerns raised and remain alert

toriskindicators.

We have an automated approval request process.

Gifts and hospitality must be approved and recorded

in the register where they meet the approval levels

set out in the policy.

We also submit responses to the CDP Climate

and Water Security questionnaires annually.

Oursustainability reports and policies are

published at the following address: https://www.

rotork.com/en/investors/diversity-and-inclusion

and www.rotork.com/en/environmental-social-

governance/esg-reports-and-policies.

Non-financial information

Non-financial

information Section Pages

Business

model

• Business model

• Viability Statement

6–7

Key non-

financial

performance

indicators

• Key performance

indicators

• Sustainability Review

14–15

34–66

Information for funds applying

theSustainable Finance Disclosure

Regulation (SFDR)

Our end markets

In 2024, 47% of our sales were into Oil & Gas,

27% into Chemical, Process & Industrial and

26% into Water & Power. The most common

application of Rotork’s products and services

–across all end markets – is the control and

management of water, including for water

recovery, recycling and treatment processes.

Rotork’s products are an essential component

inprocesses for new energies and technologies

that enable climate change mitigation and

adaptation. They also contribute positively to

thesustainable use of water resources, as well

ashaving applications in flood protection.

Our ‘eco-transition portfolio’ includes three

portfolios: ‘water & wastewater’, ‘methane

emissions reduction’ and ‘new energies and

technologies portfolio’ as well as other applications

such as process water management and

gasification. We estimate that these three

portfolios represented around 30% of sales in

2024, with other applications also material but

difficult to estimate. Eco-transition portfolio

sales promote environmental or sustainability

characteristics, specifically methane emissions

elimination, water preservation, carbon capture

and new capacity renewable energy generation.

See pages 52 to 56 for case studies. For the

avoidance of doubt, Rotork does not produce

nuclear power, own fossil fuel reserves, produce

or sell tobacco or military or other weapons or

operate in the gambling sector.

Our business

• ESG ratings: Rotork is highly ranked by

numerous ESG ratings agencies, including

MSCI, Sustainalytics, S&P Global and CDP.

See page 35 for details.

• Alignment to the 2015 Paris Agreement:

Rotork has set science-based emissions

reduction targets across scopes 1 and 2 and

scope 3. We have also committed to target

net-zero by 2035 for scopes 1 and 2 and by

2045 for scope 3. See page 41 and 42 for details.

• UN 2030 Agenda for Sustainable Development:

As part of Rotork’s sustainability framework,

launched in 2021, we are targeting progress

for UN SDGs 5, 6, 7, 8, 9, 12 and 13. Rotork

was also an early signatory of the UN Global

Compact. See page 35 for details.

Further details of our ESG performance,

including on metrics such as TRIR, gender

paygap, human rights policy, anti-corruption

practices and whistleblowing are set out in the

Sustainability Review on pages 34 to 66.

Approval and signing of the Strategic Report

The Strategic Report was approved for issue by

the Board on 10 March 2025 and signed on its

behalf by:

Kiet Huynh

Chief Executive Officer

10 March 2025

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Non-financial and sustainability information statement continued Strategic report Corporate governance Financial statements

In this section

91 Chair’s governance overview

94 Board of directors

96 Governance highlights

98 Corporate governance report, including

our Section 172(1) statement

117 Safety and Sustainability

Committeereport

121 Audit Committee report

126 Nomination Committee report

131 Directors’ Remuneration report

159 Directors’ report

163 Statement of directors’ responsibilities

Corporate

governance

The Rotork Board remains

committed to the highest

standards of governance

andstakeholder engagement.

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Corporate governance Strategic report Corporate governance Financial statements

In a similar fashion, the Board and I were also

pleased with the progress made during 2024

onthe evolution of Rotork’s culture. My fellow

directors and I have been closely monitoring this

project and have been actively involved in

engagement with our employees, as Rotork’s

cultural DNA is evolving within the organisation.

More detail about this is set out on pages 58 to

59 and 104 to 105.

Alongside our involvement in evolving Rotork’s

culture, during the year my fellow Board members

and I engaged with Rotork’s employees during

our various site visits. We all received a warm

welcome at each site and found the opportunity

to listen to, and digest, employees’ views and

feedback highly valuable. The directors and

Iwould like tothank each of the employees

wemet for this.

Board activities in the year

A key focus for the Board this year was to

monitor the progress being made by the business

in continuing to deliver our Growth+ strategy.

Tosupport this we have reviewed, through deep

dives, our Target Segments and key markets as

well as monitoring the opportunities and risks

indepth. Our deep dives are supplemented by

adetailed update from the relevant Rotork

Management Board member at our Board

meetings. These sessions provide valuable

insightinto the opportunities and risks for

theCompany’s end markets, functions and

operations. The Target Segments approach

contained within the Growth+ strategy has

allowed us to identify new market areas and

thesuccess of this approach is evident in the

8.2% year-on-year organic constant currency

(OCC) sales growth delivered during 2024.

Sustainability remains an ongoing focus for

Rotork. The Safety and Sustainability Committee,

chaired by Andrew Heath since 1 May 2024,

maintains detailed oversight of the implementation

of Rotork’s sustainability strategy on behalf of

the Board and has kept the Board updated

during the year.

On behalf of the Board, I am

pleased to introduce Rotork’s

Corporate Governance Report

for 2024.

The aim of this report is to provide a clear

explanation of Rotork’s governance framework

and the practical application of the principles of

best practice corporate governance within the

business during the year.

Introduction

I am pleased to introduce my second report to

you as Chair of the Rotork Board. My report

describes the key activities undertaken by the

Board during 2024, within the context of our

governance arrangements. 2024 was another

successful year for the Company, as we continued

to implement the Growth+ strategy against the

backdrop of our overarching purpose and

sustainability vision to keep the world flowing

for future generations.

This purpose is a powerful motivator in all that

we do and underpins the Growth+ strategy. As

is evident within the Strategic Report set out on

pages 1 to 89, the strategy continues to deliver

positive results with strong momentum across

allthree of its strategic pillars, Target Segments,

Customer Value and Innovative Products & Services.

During 2024, the Company’s strategic ambitions

continued to be fulfilled within our strong governanc

framework. TheBoard and I continue to be

pleased with the extent to which Rotork is

focused on sustainability, which was clear on our

site visits during the year, in our conversations

with Rotork’s employees and at a more strategic

level within the boardroom and our discussions

as a Board, particularly during our annual off-site

strategy meeting in June 2024.

Applying the principles of the UK Corporate Governance Code 2018 (the 2018 Code)

Dorothy Thompson, CBE

Chair

“ As a Board, we consider that effective governance underpins the

successful management of the Group andenables us to focus on the

key strategic issues.”

Dorothy Thompson, CBE

Chair

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Board activities in the year continued

The new manufacturing facility in China was

designed with sustainability asa key priority

andthis was acknowledged bythe LEED Gold

certification it achieved. TheBoard has monitored

the progress being made to reduce the Group’s

greenhouse gas emissions in line with our

net-zero goals and has kept a keen interest in

reviewing the engagement being undertaken

with our customers and suppliers on their own

sustainability activities. Inrecognition that we

have an important role toplay in new technologies

that will support the transition to a low-carbon

economy, the Board also took time to review

how we might play ourpart through investment

in new product development in driving the

transition to a sustainable future where

resources are usedresponsibly.

As part of the Board Committee composition

changes during the year, we were keen to

ensure relevant knowledge sharing between

theCommittees asappropriate on sustainability-

related matters. Both Andrew Heath and

KarinMeurk-Harvey, who are Chair and member

respectively of our Safety and Sustainability

Committee, are also members ofour Remuneration

Committee. This assists theRemuneration

Committee during its consideration of the

sustainability targets within executive director and

senior management remuneration opportunities.

Janice Stipp, Chairof the Audit Committee, is

also now amember of the Safety and Sustainability

Committee. This link will further assist both

Committees as the business prepares for the

EUCorporate Sustainability Reporting Directive

(CSRD), the requirements of which Rotork is

expecting to be required to align with.

Following on from the achievements made in

2023, during 2024 the Board continued to focus

on oversight of the acceleration of Rotork’s

business transformation through implementing

and integrating common systems and processes

across the Group, which are supported by a

newenterprise resource planning (ERP) system.

Thistransformation will drive improved lead

The Board is always keen to understand and

respond to the views, concerns and challenges

of our people. The Board recognises that a

strong and cohesive culture underpins the

Growth+ strategy as a critical enabler for

sustainable growth, and the importance of

ensuring that the chosen culture is properly

embedded within the organisation. The Board

carefully reviewed the work underway to evolve

the Company’s culture to support its strategy.

More details about the culture initiatives,

including the engagement sessions I attended

with employees in September, are set out on

pages 104 to 105, 108 to 109 and 112 to 113.

The positive feedback received as part of these

sessions, the increased focus on bottom-up

engagement and the wider positive changes

under Kiet Huynh’s and the Rotork Management

Board’s leadership have been appreciated. The

outcomes of the enhanced employee engagement

survey undertaken during 2024 were reviewed

by the Board, alongside the initiatives being

taken by management in the areas of leadership

and talent and performance development. We

consider these critical to ensuring retention and

having motivated, well-led and productive teams

which are able todeliver the Growth+ strategy.

A summary of the key Board activities during the

year can be found on page 96 and the timeline

on page 100.

Board composition

The Nomination Committee, which I chair, keeps

the balance of skills, knowledge and experience

on the Board under regular review and is

mindful of the best practice requirements under

the UK Corporate Governance Code 2018 and

the requirements in UK Listing Rule 6.6.6R(9).

There were several changes to the Board over

the course of 2024. Whilst I was sorry to lose the

expertise of those directors who stepped down

this year, I have been delighted by the fresh

perspectives and insights brought by our new

Board members. The comprehensive induction

programmes undertaken by the directors who

times and enhanced customer experience, both

of which are important deliverables under the

Customer Value pillar of the Growth+ strategy.

The Board has been monitoring progress during

2024 and the planned deployments during 2025

andbeyond.

The Board has closely monitored innovation within

Rotork as a component of the Innovative Products

& Services pillar of the Growth+ strategy. The

Board reviewed the fully Integrated Ethernet

functionality for the IQ3 Pro range of electric

actuators, prior to their launch to market, the

modular electro-hydraulic actuators and the

newRotork website prior to its publication.

The Board regularly reviews its capital needs in

line with our disciplined capital allocation policy.

The Board’s capital deployment priorities remain

that of organic investment in the business, a

progressive dividend policy, acquisitions and a

return of cash to shareholders. The £50m share

buyback programme that was launched in

March 2024 and completed in December 2024

isillustrative of this. Alongside our intention

toundertake a further £50m share buyback

programme during 2025. With our strong

balance sheet, healthy net cash position and

good cash generation, the Board is recommending

a final dividend for 2024 of 5.0p per ordinary

share, bringing the total dividend for 2024 to

7.75p per ordinary share, a 7.6% increase on

2023. We remain active in assessing M&A

opportunities in line with our targeted M&A

strategy with the Board reviewing the M&A

strategy, pipeline and potential opportunities

throughout the year. In line with our M&A

strategy, on 10 March 2025, Rotork agreed to

acquire NOAH Actuation Co., Ltd., a leading

South Korean manufacturer of electric actuators.

Recognising the importance of understanding

the Company’s risk profile and appetite, the

Board held a number of discussions during 2024

on risk and compliance matters, with comprehensive

enterprise risk reviews including cybersecurity

and litigation risk reviews.

have joined the Board over the last year have

allowed them to get up to speed and start

actively contributing to strategic Board discussions

quickly. Further details are set out on page 128.

Jonathan Davis, who had served as Group

Finance Director since 2010, retired after

21years with the Company, formally stepping

down from the Board on 30 April 2024. During

Jonathan’s tenure, he made a very significant

contribution to the Company and the Board and

I would like to thank him for his valued efforts.

Ben Peacock was appointed as Chief Financial

Officer on 11 March 2024 and has settled in

wellsince, making a strong contribution to the

executive team, the Board and the wider business

during his inaugural year. Tim Cobbold stepped

down from the Board on 31 December 2024,

after sixyears with the Company, to become

Board Chair at Spirax Group plc.

Tim made a significant contribution to the

Boardduring his tenure, most recently in his roles

asSenior Independent Non-executive Director,

Chair of the Remuneration Committee and

designated Non-executive Director for Workforce

Engagement, and the Board and I, personally,

thank Tim for all his input. Following Tim’s

decision in May to step down from the Board

atthe end of 2024, the Nomination Committee

initiated a thorough search for a new non-executive

director during the latter part of 2024. As a

result, Svein Richard Brandtzæg was appointed

tothe Board on 20November 2024 and will

stand for election at our upcoming 2025 AGM.

Svein Richard brings with him experience gained

whilst leading a global industrial listed group and

previous non-executive roles. From 1January

2025, SveinRichard Brandtzæg succeeded Tim

as Chairof the Remuneration Committee and

became a member of the Audit Committee.

Following a search process in 2023 (led by the

Nomination Committee) Andrew Heath and

Vanessa Simms were appointed to the Board

with effect from 1 April 2024 and 21 June 2024

respectively. Andrew and Vanessa have both

brought their extensive experience in strategic

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leadership, in leading change and in delivering

organic and inorganic growth within the listed

environment to the Board since their appointments.

Andrew was appointed as Chair of the Safety

and Sustainability Committee from 1 May 2024,

as well as becoming a member of the Remuneration

and Nomination Committees. Vanessa became a

member of the Audit Committee and Safety and

Sustainability Committee from the date on which

she joined the Board. Andrew and Vanessa’s

contribution to the Board was further augmented

from 1January 2025, when Andrew succeeded

Tim Cobbold as our Senior Independent Non-executive

Director and Vanessa became our designated

Non-executive Director for Workforce Engagement.

New appointments remain subject to a formal,

rigorous and transparent process, led by the

Nomination Committee, and further details on

the procedures taken for these recent appointments

can be found on pages 127 to 128.

As I confirmed in last year’s report, Ann Christin

Andersen did not seek re-election at the Company’s

2024 AGM, retiring from the Board on 30 April

2024 in light of her appointment as CEO of

Norwegian Energy Partners. I would like to thank

Ann Christin for her contribution during her tenure.

Diversity and inclusion

Diversity, both in the boardroom and throughout

the entire Group, is taken seriously by the Board

as part of our stated commitment to nurture an

inclusive and respectful culture. The Board is

committed to ensuring that its membership

reflects diversity in its broadest sense. We believe

that in order to provide a range of perspectives,

insights and challenge in support of good decision

making and to enable achievement of strategic

objectives, a combination of skills, experience,

ethnicity, age, gender, educational and

professional background, thinking and other

personal attributes is required. The importance

of this area forms the basis for the Board’s

succession planning. You can read more about

our overall approach to diversity and inclusion

across the Group on page 60.

Stakeholders

The Board takes account of the impact of its

decisions on all our stakeholders, whether they

are our investors, customers, employees, suppliers

or the communities in which we operate, while

taking steps to secure the Group’s longer-term

success. As a trusted partner, working together

with all our stakeholders to understand their

different perspectives remains a focus for the

Board. There has been a regular two-way

dialogue with our stakeholder groups during

2024 and, on behalf of the Board, I would like to

thank them for their partnership during the year.

Our people continue to be fundamental to

Rotork’ssuccess. As the designated Non-executive

Director for Workforce Engagement during 2024

TimCobbold ensured employees’ views were

represented and their interests were considered

at the strategic level aspart of the Board’s decision

making. As I mentioned above, VanessaSimms

took over thisrole from Tim from 1 January 2025,

having already been involved in employee

engagement activities during 2024. More details

about Tim’s, Vanessa’s and the wider Board’s

engagement activities undertaken during the

yearare set out on pages 112 to 113.

Details of how the Board considered the impact

of its strategic decision making on various

stakeholder groups during the year and how the

Board engaged with stakeholders to understand

their views can be found on pages 106 to 111.

Astatement on how the directors had regard

tothe matters set out in Section 172(1) of the

Companies Act 2006 can be found on page 9.

Board performance review

Pursuant to the 2018 Code, there is a requirement

to undertake an externally facilitated Board

evaluation every three years.Given that our last

external review was undertaken in 2023, this

year we conducted aninternal evaluation of the

Board and its Committees. As part of the internal

evaluation, we sought feedback from the

directors on whether the recommendations

arising from the 2023 evaluations had been

addressed during the year. The results of the

2024 internal evaluation concluded that Rotork’s

Board, and its Committees, continue to operate

effectively. TheBoard and I together agree

thatwe have anappropriate balance of skills,

experience, capability and diversity on the Board

and that we each have sufficient time to commit

to our roles. Notwithstanding this, we are not

complacent and we have identified some priorities

for the Board and its Committees for us to take

forward during 2025 as a way of continual

improvement. Details of this can be found on

page 114.

Governance

Throughout the year, we have applied the

principles of the 2018 Code to our decision

making and have ensured that there is good

co-operation within the Group to enable us

todischarge our governance responsibilities

effectively. The application of the principles of

the 2018 Code are described throughout this

report, together with explanations and signposts

providing direction to the relevant page where

more detail can be found.

The Company’s 2018 Code corporate governance

compliance statement for 2024 is set out on

page 96.

On behalf of the Board, I would like to thank all

Rotork’s employees for their hard work during

2024. Rotork is a world class business, which

remains well placed to build on its existing

strengths and continue to deliver sustainable

growth over the coming years.

Dorothy Thompson, CBE

Chair

10 March 2025

Focus for the Board during 2025

Continued implementation of the

Growth+strategy

Continued Board oversight of the delivery

ofmid to high single-digit revenue growth

and mid-20s adjusted operating margins

over time in line with the Growth+ strategy.

Business transformation and ERP rollout

Strategic oversight of business

transformation through the implementation

and integration of common systems and

processes throughout the Group.

People and culture initiatives

Continued strategic direction and support

of the learning and development and

leadership programmes together with

cultural initiatives, which shall enhance

ourevolving culture to support the

Company’s delivery of strategic goals

andlong-term success.

Board composition continued

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A Board with experience

Audit Committee

Nomination Committee

Remuneration Committee

Safety and Sustainability Committee

Denotes Committee Chair

Committee composition and Board roles held

are asat 1 January 2025.

Oversight of strategy,

promoting the

long-term sustainable

success of the Company

and generating value

for stakeholders

continues to be the

focus of the Board.

Dorothy Thompson, CBE (64)

Chair

Kiet Huynh (46)

Chief Executive Officer

Ben Peacock (50)

Chief Financial Officer

Andrew Heath (61)

Senior Independent

Non-executive Director



Appointed to the Board

December 2022

Skills, competencies andexperience

Dorothy was previously Chief Executive

Officer of Drax Group plc, the UK

renewable power business, from 2005

to 2017, and since then has built

extensive experience in a non-executive

capacity across public and private

company boards and the UK’s central

bank. She is currently a non-executive

director of Eaton Corporation plc, a

leading global power management

company listed on the New York

StockExchange, and of InstaVolt Ltd,

aprovider of electric vehicle

charginginfrastructure. She is also

non-executive Chair of Statera Energy

Ltd, a UK energy company which

provides grid-balancing support.

Dorothy retired as Senior Independent

Director of the Bank of England in

July2022, where she had been on the

Court since 2014. From 2018 to 2021

she served as the non-executive

Chairof Tullow Oil plc and was a

non-executive director of Johnson

Matthey plc from 2007 to2016.

External appointments

Non-executive director of Eaton

Corporation plc

Appointed to the Board

January 2022

Skills, competencies andexperience

Kiet joined Rotork in 2018 as

Managing Director responsible for

theInstruments division. Following

the Group’s divisional realignment in

2019, he has led both the Chemical,

Process & Industrial and the Water &

Power divisions. Kiet has more than

17 years’ experience working as a

senior executive for world-leading

industrial companies, beginning his

career at IMI plc before moving on

toTrelleborg. He has a Master’s in

Mechanical Engineering from the

University of Birmingham. Kiet was

appointed as CEO on 10 January 2022

and has been instrumental in curating,

launching and now implementing

Rotork’s Growth+ strategy.

External appointments

None

Appointed to the Board

March 2024

Skills, competencies andexperience

Ben was appointed in March 2024,

bringing extensive experience in

financial leadership, strategic planning

and corporate governance. Prior to

joining Rotork, Ben played a key role

at The Weir Group PLC for 10 years,

most recently as Vice President,

Finance & IT for the Minerals Division.

In this role, Ben was instrumental in

shaping financial strategy, optimising

operational efficiency, and driving

digital transformation initiatives to

enhance business performance. Prior

to his tenure at Weir, Ben held finance

roles at Vodafone Group plc and Intel

Corporation. Ben is CIMA qualified

and a Fellow of The Association of

Corporate Treasurers.

External appointments

None

Appointed to the Board

April 2024

Skills, competencies andexperience

Andrew was appointed Senior

Independent Non-executive Director

from 1 January 2025 after originally

joining the Board in April 2024.

Andrew brings a wide range of

experience in delivering transformation

and shareholder value in technology-

driven businesses. He is currently

Chief Executive Officer of Spectris plc.

From 2016 to 2018, he was CEO of

Imagination Technologies Group plc,

having previously served as a

non-executive director of that

company from 2012. From 2015,

hewas CEO of Alent plc. Andrew

began his career at Rolls-Royce and

has an engineering degree from

Imperial College and an MBA from

Loughborough University.

External appointments

Chief Executive Officer of Spectris plc





 







 







 







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Board of directors Strategic report Corporate governance Financial statements

Svein Richard Brandtzæg (67)

Non-executive director

Karin Meurk-Harvey (59)

Non-executive director

Vanessa Simms (49)

Non-executive Director for

WorkforceEngagement

Janice Stipp (65)

Non-executive director

Tim Cobbold (62)

Previous non-executive director













Appointed to the Board

November 2024

Skills, competencies andexperience

Svein Richard brings a strong

commercial and strategic background

in the industrial sector to Rotork having

been Chief Executive of Norsk Hydro

ASA, a Norwegian aluminium and

renewable energy company, from

2009 to 2019. Svein Richard is currently

Chair of dormakaba Holding AG and a

non-executive director of Mondi plc.

He is also Chair of the Council on

Ethics for Norwegian Bank Investment

Management. He has previously held a

number of non-executive positions,

including Chair of Veidekke ASA,

ViceChair of Den Norske Bank ASA

and Vice Chair of Swiss Steel Holding

AG. Svein Richard holds a PhD in

Chemistry from the Norwegian

University of Science and Technology

and is a fellow of the Norwegian

Academy of Technological Sciences.

External appointments

Chair of dormakaba Holding AG

Non-executive director of Mondi plc

Chair of the Council on

EthicsforNorwegian Bank

InvestmentManagement

Appointed to the Board

September 2021

Skills, competencies andexperience

Karin has an international background

in engineering, technology and

telecoms spanning over 30 years,

adding commercial expertise to Rotork’s

Board, particularly in high-growth

technology/digital markets. Karin is

currently Chief Commercial Officer of

Smart DCC Ltd, a provider of smart

meter communication network

solutions. Between 1996 and 2013,

Karin held anumber of senior roles

withEricsson and has also served

asanon-executive director of

KoralaAssociates Ltd, aprivately

ownedATM software business.

External appointments

Chief Commercial Officer of Smart

DCC Ltd

Appointed to the Board

June 2024

Skills, competencies andexperience

Vanessa brings extensive financial

expertise to the Rotork Board,

together with experience across a

diverse range of industries, including

real estate, renewable power

generation, medical devices and

telecommunications. Vanessa is

currently Chief Financial Officer at

Land Securities Group plc and was

formerly Chief Financial Officer at

Grainger plc. Prior to this Vanessa was

Deputy Chief Financial Officer at Unite

Group plc and UK Finance Director at

SEGRO plc. Mostrecently, Vanessa

was an independent non-executive

director atDrax Group plc. Vanessa

isa Chartered CertifiedAccountant.

External appointments

Chief Financial Officer of Land

Securities Group plc

Appointed to the Board

December 2020

Skills, competencies andexperience

Janice brings highly relevant sectoral

and financial expertise to the Rotork

Board, together with a global

perspective, particularly US and Asia.

Janice is currently non-executive

director and Audit Committee Chair

of Diploma PLC, a distribution

group. She is also non-executive

director of ArcBest Corporation.

Janice was formerly Senior Vice

President and Chief Financial Officer

of Rogers Corporation, a US

speciality engineered materials

technology and manufacturing

company. Prior to this, Janice held

senior financial positions in various

international manufacturing and

engineering companies. Janice is a

member of the American Institute

ofCertified Public Accountants.

External appointments

Non-executive director and Audit

Chair of Diploma PLC

Non-executive director of

ArcBestCorporation

Board tenure

December 2018 – December 2024

Skills, competencies andexperience

Tim served as a director throughout

2024 and stepped down from the

Board on 31 December 2024. During

2024, Tim was Rotork’s Senior

Independent Non-executive Director,

Chair of the Remuneration Committee

and the designated Non-executive

Director for Workforce Engagement.

Tim has extensive experience in leading

large, complex international listed

businesses, having previously served as

the Chief Executive Officer of Chloride

Group plc, De La Rue plc and, more

recently, UBM plc. Prior to this, Tim

held senior management positions at

Smiths Group/TI Group for 18 years.

He was a non-executive director at

Drax Group plc until September 2019.

External appointments

Non-executive Chair of TI Fluid

Systems plc

Non-executive Director and Chair

Designate of Spirax Group plc

1 Tim Cobbold stepped down from the Board

on 31 December 2024.

rotork.com Rotork Annual Report 202495

Board of directors continued Strategic report Corporate governance Financial statements

Key Board activities during 2024

UK Corporate Governance Code2018 - corporate governance compliance statement

It is the Board’s view that for the financial

yearended 31 December 2024, the

Companycomplied with the principles of

the UK CorporateGovernance Code 2018

(the2018Code), with the exception of a

brief c. seven week period during which the

Audit Committee had two members rather

than the three required by Provision 24 of

the 2018 Code. No business of the Audit

Committee was required to be discussed

during that period. Further details are

included within the Audit Committee Report

on page 123.

The Company’s auditor, KPMG LLP, is required

to review whether this statement reflects the

Company’s compliance with the provisions of

the 2018 Code specified for its review by UK

Listing Rule 6.6.20R and to report if it does

not reflect such compliance. No such report

has been made.

The 2018 Code is publicly available on the

website of the Financial Reporting Council

atwww.frc.org.uk.

The Board notes that the UK Corporate

Governance Code 2024 applies to the

Company from 1 January 2025.

Progressing the

Growth+strategy

Deep dives into Target

Segments and key

business functions

Overseeing the

progress of our

sustainability

framework

Ensuring strong succession and

comprehensive onboarding of newly

appointed directors

Promoting diversity

andinclusion

Oversight of cultural

initiatives and

employeeengagement

Continued oversight and

monitoring of the

implementation of

Rotork’s Growth+

strategy, which is

designed to drive growth

through a focus on

Target Segments,

Customer Value

andInnovation.

In addition to the annual

off-site strategy meeting,

the Board undertook

focused deep dive

reviews into each of the

Target Segments (a key

pillar within the Growth+

strategy) and also the key

business functions that

support the delivery

ofthe strategy.

Overseeing thecontinued

implementation of

Rotork’s sustainability

strategy, including the

implementation of

energy efficiency projects

and investment in on-site

renewable energy.

Welcomed Ben Peacock as Chief Financial

Officer in March 2024 and approved the

appointment of three non-executive directors:

Andrew Heath (April 2024); Vanessa Simms

(June 2024) and Svein Richard Brandtzæg

(November 2024). Ensured the inductions

forBen, Andrew, Vanessa and Svein Richard

were tailored and comprehensive. The Board

continues to recognise the advantages of

having diversity of gender, social and ethnic

backgrounds and experience and cognitive

and personal strengths on the Board and

senior management.

Committed to

maintaining a diverse

and inclusive culture

onthe Board and

working to achieve a

diverse executive and

leadershipcomposition.

Involvement in the

cultural initiatives

underway withour

employees and continued

engagement with our

people on awide range

of matters to ensure

theBoard understands

their views through site

visits, webinars, direct

two-way communication

and all-employeesurveys.

Revenue growth in 2024

(OCC):

8.2%

Deep dive sessions at

Board meetings:

Commitment to net-zero

by:

2045

2030 target to reduce scope

1and 2 emissions by:

42%

Average non-executive directortenure:

2.4 years

Board female

representation asat

31December 2024:

44.44%

Board ethnicity as at

31December 2024:

22.22%

Director site visits:

1 From 1 January 2025, after Tim Cobbold had stepped down from the Board on 31 December 2024, the female Board representation was 50%.

2 Rotork exceeds the Parker Review recommendations for FTSE 250 companies. From 1 January 2025, after Tim Cobbold had stepped down from the Board on 31 December 2024, the Board ethnic representation was 25%.

Task Force on Climate-related

Financial Disclosures - statement

ofcompliance

Rotork’s statement of compliance in implementing

the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD),

required to be made under UK Listing Rule

6.6.6R(8), is set out onpage 79.

Rotork Annual Report 2024 rotork.com96

Governance highlights Strategic report Corporate governance Financial statements

Director changes

• Ben Peacock joined the Board as executive

director and Chief Financial Officer on

11March 2024 to succeed Jonathan Davis,

who stepped down from the Board on

30April 2024.

• Ann Christin Andersen stepped down from

theBoard on 30 April 2024.

• Andrew Heath was appointed as a non-executive

director with effect from 1 April 2024.

• Vanessa Simms was appointed as a

non-executive director with effect from

21June2024.

• Svein Richard Brandtzæg was appointedas a

non-executive director on20November 2024.

• Tim Cobbold stepped down from the Board

and the positions of Senior Independent

Non-executive Director and designated

Non-executive Directorfor Workforce

Engagement on 31December 2024.

• Andrew Heath was appointed Senior

Independent Non-executive Director with

effectfrom 1January 2025.

• Vanessa Simms was appointed designated

Non-executive Director for Workforce

Engagement with effect from 1 January 2025.

Board gender identity or sex as at

31December 2024

Board composition

Male – 55.56%

Female – 44.44%

Board ethnic background as at

31 December 2024

White British orother

White (including minority-

White groups) – 77.78%

Asian/Asian British

–22.22%

Independence/skills and experience

Kiet

Huynh

Ben

Peacock

Dorothy

Thompson

Andrew

Heath

Svein Richard

Brandtzæg

Karin

Meurk-Harvey

Vanessa

Simms

Janice

Stipp

Tim

Cobbold

Independence

Listed CEO/CFO experience

Sector experience

Engineering and innovation

Operations

International

Health and safety

Finance and banking

Strategy and M&A

Sustainability

Digital, cyber and technology

1 Dorothy Thompson was considered independent upon appointment.

2 Tim Cobbold stepped down from the Board on 31 December 2024.

3 Sector experience means experience in the flow control sector together with the oil and gas, chemical, process and industrial,

and water and power sectors, being Rotork plc’s end markets.

Directors’ skills and experience matrix

The matrix below details the directors who were considered independent and the skills and

experience that the directors, who were appointed as at 31 December 2024, brought to the

boardroom table in driving Rotork’s long-term success and supporting its purpose and sustainability

vision of keeping the world flowing for future generations. Complementary to such skills is diversity

in approach and thinking styles, which results from the varied backgrounds and experiences of the

directors. This is covered more fully in the individual biographies on pages 94 and 95.

Name 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033

Dorothy Thompson

Janice Stipp

Karin Meurk-Harvey

Andrew Heath

Vanessa Simms

Svein Richard Brandtzæg

Tim Cobbold

Chair and non-executive director Board tenure as at 31 December 2024

Board at a glance

Asian/Asian British representation was 22.22% as at

31December 2024 and exceeded the Parker Review

recommendation for FTSE 250 companies for at least one

ethnically diverse Board member by 2024. From 1 January 2025,

after Tim Cobbold had stepped down from the Board on

31December 2024, 25% of the Board were represented by

thiscategory.

Female Board representation was 44.44% as at 31

December 2024 and exceeded the target set under the UK

Listing Rules and DTRs of 40% female representation on

boards by 2024. From 1 January 2025, after Tim Cobbold

had stepped down from the Board on 31 December 2024,

the female Board representation was 50%.

1 Tim Cobbold

stepped down

from the Board on

31 December 2024.

rotork.com Rotork Annual Report 202497

Governance highlights continued Strategic report Corporate governance Financial statements

Board Committees

The Board is supported by its principal Board Committees, each of which is responsible for overseeing and making recommendations to the Board on their respective specialist areas,

as set out below andwithin their respective Committee reports.

Our governance framework - the Board, Board Committees and Rotork Management Board

1 In addition, the Disclosure Committee of the Board oversees the disclosure of market sensitive information and other public announcements.

The Board

The Board is accountable to shareholders for the long-term sustainable success of the Group. This is achieved through setting Rotork’s strategy and priorities and overseeing their delivery in a way that

enables sustainable long-term growth, whilst maintaining a balanced approach to risk within a framework of effective internal controls and taking into consideration the interests of our diverse range

ofstakeholder groups. Oversees alignment of Rotork’s purpose, vision, values, evolving culture and risk with the Growth+ strategy.

Rotork Management Board

Led by Kiet Huynh, Rotork’s Chief Executive Officer, the Rotork Management Board is the executive committee of Rotork below Board level.

Audit Committee

Janice Stipp, Chair

To assist the Board with the discharge of its

responsibilities in relation to financial reporting,

including reviewing the Group’s annual and

half-year financial statements and accounting

policies, internal and external audits and risk

management and controls.

Read more in the Audit Committee report

onpage 121

Nomination Committee

Dorothy Thompson, Chair

To keep under review the composition, structure

and size of, and succession to, the Board and its

Committees. To oversee succession planning for

senior executives and the Board, leading the

process for all Board appointments. To evaluate

the balance of skills, knowledge, experience and

diversity on the Board.

Read more in the Nomination Committee report

on page 126

Remuneration Committee

Svein Richard Brandtzæg, Chair

To recommend the Group’s policy on executive

remuneration, determining the levels of

remuneration for executive directors, the Chair

and the Rotork Management Board. To oversee

remuneration and workforce policies and take

these into account when setting the policy for

directors’ remuneration.

Read more in the Directors’ Remuneration report

on page 131

Safety and Sustainability Committee

Andrew Heath, Chair

To oversee the implementation of Rotork’s

safety and sustainability strategies in line with

itspurpose and sustainability vision of keeping

the world flowing for future generations.

Read more in the Safety and Sustainability

Committee report on page 117

Responsibilities

The Rotork Management Board is responsible for facilitating and ensuring the development, implementation and execution of the Growth+ strategy (set by the Board) through the day-to-day operational

and functional management of the business.

Rotork Annual Report 2024 rotork.com98

Corporate governance report Strategic report Corporate governance Financial statements

1 Tim Cobbold held the role during 2024 until 31 December 2024 when Tim stepped down from the Board.

The Board

The Board is comprised of the Chair, executive directors and independent non-executive directors all supported by the Group General Counsel & Company Secretary.

Non-executive Chair

Dorothy Thompson

Leads the Board and sets its agenda; facilitates

constructive Board relations; promotes a culture

of openness and debate; sets high standards of

integrity and ensures effective governance is

maintained; supports and guides the CEO;

oversees Group performance; represents the

Group and leads relations with shareholders

tounderstand their perspectives.

Senior Independent Non-executive Director

Andrew Heath

Provides a sounding board for the Chair and

acts as an intermediary forother directors and

shareholders; leads the annual performance

evaluation of the Chair; and ensures the orderly

succession of the Chair’srole.

Chief Executive Officer

Kiet Huynh

Overall management of the Group and

leadership of the Rotork Management Board;

delivers the Group strategy; leads operational

management, business development and

growthopportunities; influences and develops

succession plans; andmanages investor relations.

Chief Financial Officer

Ben Peacock

Reports to the Board on the Group financial

performance; supports the CEO in delivering the

Group strategy and in managing investor

relations; implements Board decisions; oversees

the application of the capital allocation policy of

the Group; and isresponsible for compliance

with financial policy andcontrols.

Non-executive directors

Provide independent oversight, judgement and challenge to the executive directors on delivery

ofthe Company’s strategy within the agreed control framework and governance structure

andensure balance in the Board’s decision-making process.

Svein Richard Brandtzæg

Andrew Heath

Karin Meurk-Harvey

Vanessa Simms

Janice Stipp

Designated Non-executive Director for

Workforce Engagement

Vanessa Simms

Provides an effective engagement mechanism

for theBoard to understand the views of the

workforce; brings the views and experiences of

the workforce intothe boardroom; and ensures

that the views oftheworkforce are considered

in the Board’s decisionmaking.

Group General Counsel

&CompanySecretary

Stuart Pain

Advises the Board on legal and corporate

governance matters and supports the Board in

applying the Code, complying with UK listing

obligations and other statutory and regulatory

requirements; and ensures Board members

have access to the information they need.

Rotork Management Board

Members of the Rotork Management Board attend Board meetings by invitation to provide updates to the Board on operational matters and liaise with the Board outside of the formal meetings.

Thecurrent members of the Rotork Management Board are listed below.

Kiet Huynh – Chief Executive Officer

Ben Peacock – Chief Financial Officer

Keith Barnard – Managing Director, Oil & Gas

Paul Burke – Chief Information Officer

Metin Gerceker – Managing Director, Water & Power

Chris Klasner – Operations Excellence Director

Xin Man – Managing Director, Chemical, Process & Industrial

Lyndsey Norris – Business Transformation Director

Beatriz Rodriguez Gomez – Chief Human Resources Officer

Stuart Pain – Group General Counsel & Company Secretary

Ross Pascoe – Chief Technology Officer

Mike Pelezo – Director, Rotork Service

Our governance framework - roles of directors on the Board and the Rotork Management Board

rotork.com Rotork Annual Report 202499

Corporate governance report continued Strategic report Corporate governance Financial statements

The Board is responsible for determining the

Company’s strategy, purpose, culture and values,

reflecting in particular the generation of

long-term value for shareholders and Rotork’s

role in ensuring a sustainable future. It oversees

the execution of the Growth+ strategy by

management and the governance and control

framework underpinning the Company.

TheBoard is assisted by its principal Board

Committees (Audit, Nomination, Remuneration,

and Safety and Sustainability), each of which

isresponsible for reviewing and dealing with

matters within its terms of reference. The

activities and decisions made at each of the

Committee meetings are reported to the

subsequent Board meeting.

This year’s strategy meeting was held in June

atour site in Rochester (New York, US), during

which the Board reviewed in detail the ongoing

progress of the implementation of Rotork’s

Growth+ strategy, which completed its third full

year of implementation in 2024. The feedback

received during the internal Board evaluation

in2024 was that the strategy meeting was

considered valuable and productive by the

directors. More details on the Growth+ strategy

and Rotork’s business model are covered on

pages 1 and pages 6 and 7 of the Strategic

Report. The Board remains confident that the

necessary resources are in place for the business

to continue to meet its strategic objectives.

The Board is also responsible for the review and

oversight of the effective management of risk,

whilst delegating oversight of the controls

framework to the Audit Committee. The Board

has been kept fully updated on the detailed

work being undertaken by the Audit Committee

as part of the Company’s preparation for Provision

29 of the 2024 Corporate Governance Code

becoming effective from next year. TheBoard

rigorously challenges strategy, performance,

responsibility and accountability to ensure that

decisions are made effectively and in the

long-term interests of the business.

In its duty to promote the long-term success of

Rotork, the Board recognises that its responsibilities

extend not only to the creation of value for its

shareholders but also to the Company’s wider

stakeholders, including employees, customers,

suppliers and communities in which it operates. In

doing so, the Board actively sought to understand

the views of these key stakeholder groups and

the impact of its decisions on stakeholders.

Pages 106 to 111 describe how their interests

have been considered at Board-level discussions.

Division of responsibilities

All the non-executive directors have the appropriate

skills, experience in their respective disciplines and

characteristics to bring independence and objective

judgement to Board discussions. As well as acting

as Board Chair, Dorothy Thompson chairs the

Nomination Committee. As the Senior Independent

Non-executive Director throughout 2024, Tim

Cobbold provided asounding board for the Chair

in addition to actingas an intermediary for other

directors and shareholders, a role now held by

Andrew Heath since 1January 2025. InDecember

2024, as per the annual Board evaluation exercise,

the remaining non-executive directors met with

theSenior Independent Non-executive Director,

without the Chair present, to appraise the

Chair’sperformance. Further details of the review

can be found on page114.

Janice Stipp chairs the Audit Committee. Andrew

Heath has chaired the Safety and Sustainability

Committee from 1 May 2024, taking over from

Ann Christin Andersen who retired from the

Board on 30 April 2024. From 1 January 2025,

Svein Richard Brandtzæg chairs the Remuneration

Committee, a role held by Tim Cobbold during

the course of 2024. Vanessa Simms became

thedesignated Non-executive Director for

Workforce Engagement on 1 January 2025,

succeeding Tim Cobbold, who held the role

during the course of 2024. Details of the work

undertaken by Tim Cobbold in fulfilment of this

role during 2024, alongside the employee

engagement activities of other Board members,

can be found on pages 108 to 109 and 112

to113.

Private meetings of the non-executive directors

are held at each Board meeting and each year

the Chair and the non-executive directors meet

outside of the formal meeting structure, and

without the executive directors present, to

scrutinise and hold to account the performance

ofmanagement and individual executive directors.

The roles of the Chair, Senior Independent

Non-executive Director, Chief Executive Officer

and Chief Financial Officer as well as the members

of the Rotork Management Board are set out

inthe governance framework on 98.

Board leadership

Board and Board Committee meetings and Rotork’s financial calendar in 2024

Feb Mar Apr May Jun Aug Sep Oct Nov Dec

Board and Board

Committee meetings

Remuneration

Committee

Safety and

Sustainability

Committee

Board meeting

Audit Committee

Nomination

Committee

Board meeting

Nomination

Committee

Safety and

Sustainability

Committee

Annual Board

strategy meeting

Nomination

Committee

Remuneration

Committee

Board meeting

Audit Committee

Board meeting

Audit Committee

Nomination

Committee

Remuneration

Committee

Safety and

Sustainability

Committee

Board meeting

Nomination

Committee

Board meeting

Audit Committee

Nomination

Committee

Remuneration

Committee

Financial calendar

2023 full-year results

Commenced £50m

share buyback

2024 Annual

General Meeting

Q1 trading update

2023 final

dividendpaid

2024 half-year results 2024 interim

dividend paid

Q3 trading update Completed £50m

share buyback

Rotork Annual Report 2024 rotork.com100

Corporate governance report continued Strategic report Corporate governance Financial statements

Non-executive director independence

The Chair is committed to ensuring that the

Board comprises a majority of independent

non-executive directors who objectively support

and challenge management on the execution of

the Company’s strategy.

The Company maintains clear records of the

directors to ensure they meet the requirements

of the 2018 Code. Neither the Chair nor any

non-executive director has exceeded their

nine-year recommended term of service. Charts

illustrating which directors are considered to be

independent and the tenure of the Chair and

each non-executive director are set out on

page97.

The Board considers all non-executive directors,

Svein Richard Brandtzæg, Andrew Heath, Karin

Meurk-Harvey, Vanessa Simms and Janice Stipp,

to be independent. Dorothy Thompson, Chair,

was considered to be independent on her

appointment. Tim Cobbold and Ann Christin

Andersen were both considered to be independent

throughout their tenure during the year.

Board effectiveness

Composition

The Board currently consists of eight Board

members, six of whom are non-executive

directors. As at 10 March 2025, female

representation on our Board was 50% with

ethnic diversity representation being 25%.

The Board members come from a variety of

professional backgrounds including engineering,

manufacturing and finance, and collectively

possess significant managerial experience, as

well as experience of being executive directors

ofother public limited companies. A more

detailed analysis of Board composition, skills and

experience can be found on pages 94, 95 and

97. In line with Provision 18 of the 2018 Code,

each director who is continuing in service is

subject to annual re-election at the AGM.

Information and support

All non-executive directors are entitled to unfettered

access to information and management across the

Group. Rotork’s executive directors understand

thedistinction between their roles as executive

managers and as Board directors.

The Board has a procedure for directors, if deemed

necessary, to take independent professional advice

at the Company’s expense in the furtherance of

their duties. All directors have access to the advice

of the Group General Counsel & Company

Secretary who supports the Board on legal and

corporate governance matters, including compliance

with the Company’s obligations under the UK

Listing Rules and other regulatory or statutory

requirements. Together with the CEO and the

Group General Counsel & Company Secretary,

theChair ensures that the Board is kept properly

informed and is consulted on all issues reserved

forit. Board papers and other information are

distributed in a timely fashion to allow directors

tobe properly briefed in advance of meetings.

In accordance with the Company’s Articles of

Association, directors, as well as the Group

General Counsel & Company Secretary, have

beengranted an indemnity by the Company to

theextent permitted by law in respect of liabilities

incurred as a result of their office. The indemnity

would not provide any coverage where they are

proved to have acted fraudulently or dishonestly.

The Company has also arranged appropriate

insurance cover in respect of legal action against

itsdirectors and officers.

Induction and ongoing

professionaldevelopment

Following appointment, each director receives a

comprehensive and formal induction to familiarise

them with their duties and Rotork’s business

operations and risk and governance arrangements.

As new directors they need to quickly absorb a

great deal of information about the business if

they are to fulfil their roles effectively from the

start. Our tailored inductions offer a swift and

thorough way to help them understand our

strategy, business, markets, products, culture

and relationships and to establish a link with

oursenior management and wider workforce.

Through these interactions, they are able to gain

an insight into the Rotork culture and values.

More detail about the tailored inductions

received by Ben Peacock, Andrew Heath,

Vanessa Simms and Svein Richard Brandtzæg

upon joining the Board during 2024 is set out

inthe Nomination Committee Report on page 128.

In order to facilitate continued awareness and

understanding of Rotork’s business and the

environment in which it operates, directors

aregiven regular updates on changes and

developments in the business, with each

member of the Rotork Management Board

presenting on their area of responsibility at

Board meetings at least annually and the Board

members undertaking eight site visits during

2024. Over the course of the year, directors will

continually update and refresh their skills and

knowledge and are able to seek independent

professional advice when required.

Conflicts of interest

Procedures are in place to identify and manage

declared actual and potential conflicts of interest

which directors (or their connected persons) may

have and are obliged to avoid under their

statutory duties and the Company’s Articles of

Association. The Board considers each director’s

situation and decides whether to approve any

conflicts based on the overriding principle that

adirector must at all times be able to consider

and exercise independent judgement to promote

the success of the Company. This procedure

hasoperated effectively throughout the year.

Authorisations given by the Board are reviewed

on an annual basis. No director has declared any

material conflicts of interest.

Responsibilities of the Board

The Board delegates certain matters to specific

Committees for more in-depth consideration,

including to the Audit, Nomination, Remuneration,

and Safety and Sustainability Committees. Each

Committee has formal, written terms of reference

which are available to download from the Rotork

website at www.rotork.com/en/investors/committees

and which are reviewed annually. AllCommittees

have at least three independent non-executive

directors within their composition. The Company

also has a Disclosure Committee. The Group

General Counsel & Company Secretary acts as

secretary to all the Committees. The number

ofBoard meetings and Audit, Nomination,

Remuneration, and Safety and Sustainability

Committee meetings held during the year can

befound on page 102.

Time commitment

All directors are expected to attend all meetings

(whether pre-planned or ad hoc) of the Board and

any Committees on which they serve, alongside the

Board strategy days and AGM. Directors are also

expected to devote sufficient time to prepare for

each Board and Committee meeting, in order to

contribute effectively to discussions.

By accepting their appointment each non-executive

director has confirmed that they are able to allocate

sufficient time to the Company to discharge their

responsibilities effectively. In accordance with the

2018 Code and the Company’s External Board

Appointments Policy, directors are also required to

seek prior approval from the Board before accepting

additional external appointments.

The Chair, through the Nomination Committee

under its terms of reference, monitors the time

commitment of the non-executive directors in

the context of both the roles held internally and

external appointments, with no issues having

been identified during the year. The 2024

internalBoard evaluation captured feedback

specifically on time commitments, meeting

preparedness and contributions by directors.

Noissues were identified.

rotork.com Rotork Annual Report 2024101

Corporate governance report continued Strategic report Corporate governance Financial statements

Board effectiveness continued

Board meetings

The Board meets regularly during the year as well

as on an ad hoc basis, as business needs dictate.

The Board met formally seven times during the

year, with video calls held in other months for

updates on key matters relating to trading and

financial performance. Attendance at each of the

Board and Board Committee meetings during the

year are shown opposite. The Chair, Chief Executive

Officer and Group General Counsel & Company

Secretary agree a structured agenda in advance of

each Board meeting. Board activities are structured

to help the Board achieve its goals and to provide

support and advice to the executive management

team on the delivery of strategy within a robust

governance framework. Throughout the year, the

Board has received regular in-depth progress

reports and presentations on current trading and

financial performance and presentations from the

Chief Executive Officer, the Chief Financial Officer

and the wider executive management team,

particularly regarding implementation updates

onour Growth+ strategy and the three pillars

contained within it, our business systems and

cultural initiatives and the development of our

people. Other regular reports have included health

and safety, litigation, ethics, compliance and

governance updates, investor relations activities,

taxand treasury updates, environmental and

sustainability issues, risk management reviews and

cybersecurity updates. Board papers are circulated

in advance of meetings, to ensure that the directors

have sufficient time to consider their content prior

to the meeting. If a director is unable to attend a

meeting due to exceptional circumstances, they still

receive the papers in advance of the meeting and

would have the opportunity to discuss with the

relevant Chair any matters on the agenda they wish

to raise. Feedback is provided to the absent director

on the decisions taken at the meeting.

The Chair meets privately with the Senior

Independent Non-executive Director and with

the non-executive directors on a regular basis.

Responsibilities of the Board continued

Board and Board Committee meeting attendance in 2024

Board director

Board

meetings

Audit

Committee

meetings

Nomination

Committee

meetings

Remuneration

Committee

meetings

Safety and

Sustainability

Committee

meetings

Number of meetings

See Audit

Committee Report

from P.121

See Nomination

Committee Report

from P.126

See Remuneration

Committee Report

from P.131

See Safety and

Sustainability

Committee Report

from P.117

Current directors:

Board member since

Dorothy Thompson,

Chair

December 2022 7/7 — 6/6 — —

Kiet Huynh,

Chief Executive Officer

January 2022 7/7 — — — —

Ben Peacock,

Chief Financial Officer

March 2024 6/6 — — — —

Andrew Heath, Senior Independent

Non-executive Director

April 2024 6/6 — — 3/3 1/1

Svein Richard Brandtzæg,

non-executive director

November 2024 1/1 — — — —

Karin Meurk-Harvey,

non-executive director

September 2021 7/7 — 2/2 4/4 3/3

Vanessa Simms,

non-executive director

June 2024 5/5 3/3 — — 1/1

Janice Stipp,

non-executive director

December 2020 7/7 4/4 6/6 1/1 —

Former directors:

Board member up to

Jonathan Davis,

Group Finance Director

April 2024 2/2 — — — —

Ann Christin Andersen,

non - execu tive dire c tor

April 2024 1/2 1/1 1/2 1/1 2/2

Tim Cobbold,

non-executive director

December 2024 7/7 4/4 6/6 4/4 2/2

1 Tim Cobbold was the Senior Independent Non-executive Director up to 31 December 2024 (stepping down from the Board on this date). Andrew Heath was appointed as Senior Independent

Non-executive Director from 1 January 2025.

2 Ann Christin Andersen stepped down from the Board on 30 April 2024. Ann Christin was unable to attend the March Board and Nomination Committee meetings due to an unforeseen and

unavoidable commitment. She received the papers in advance and provided feedback to the Board Chair which was shared at the meeting. The Board Chair then briefed her on deliberations

and outcomes following the meeting.

Rotork Annual Report 2024 rotork.com102

Corporate governance report continued Strategic report Corporate governance Financial statements

Strategy and sustainability Financial Operational People and organisational Risk, governance, legal, compliance

and investor relations

Key Board

activity

• Regular deep dives into Growth+

strategic initiatives with focus on

target markets

• M&A strategy

• Acquisition pipeline and proposals

• Opportunities to accelerate growth

• Off-site strategy meeting

• Progression of sustainability strategy

in line with Rotork’s three pillars

• Regular financial

performanceupdates

• Full-year, half-year and

tradingupdates

• 2025 budget

• Cash flow, liquidity, going

concern and long-term viability

• Use of cash/capital

allocation,including share

buyback considerations

• Health and safety

• Divisional and functional reviews

• Supply chain and geopolitical

riskassessment

• ERP platform rollout update

• Capital expenditure and investment

• New product development

• Tour of Rochester (NY) facilityand

the research and development

facility in Bath

• People and culture update

• Employee engagement surveys

• Succession planning

• Board Diversity and Inclusion

Policy update

• Gender pay gap

• Employee voice in the boardroom

• Full and half-year risk reviews, including principal

and emerging risks

• AGM matters, including share allotment authority

resolutions and director re-elections

• Updated Code of Conduct

• ‘Speak Up’ reports

• Legal, Ethics and Compliance functional review

• Modern Slavery Statement

• Internal Board evaluation

• Annual review of Committee’s terms of reference

and matters reserved for the Board

• Investor Relations updates and functional review

• Consideration of 2024 UK Corporate

GovernanceCode and regulatory updates

Outcomes

• Effective monitoring and oversight

of the implementation of the

Growth+ strategy and awareness

of end-market development

• Investment in growth initiatives

• Continued monitoring of our

science-based emissions reduction

targets according to current

agreed methodology

• Agreed to acquire NOAH

Actuation Co., Ltd. in March 2025

• Continued active dialogue and

relationship building with investors

and investment community

• Publication of Annual Report

andAccounts

• Progressive final and

interimdividends

• New uncommitted revolving

credit facility

• £50m share buyback programme

completed in 2024, with the

intention to undertake an

additional £50m share buyback

programme during 2025

• Reaffirmation of capital allocation

policy and funding position

• Publication of tax strategy

• Effective Board oversight of

operations and execution of

Growth+ strategy with feedback

to management

• Use of TRIR as a KPI in place

ofLTIR

• Approval of the continued

deployment of the ERP across

theGroup on a phased basis

• Action plan to de-risk geopolitical

exposure to supply chain

• Greater understanding of new

product development process

andpipeline

• Launch of IQ3 Pro and

Ethernetproducts

• Strategic direction and

cultureinitiatives

• Use of TRIR as a KPI in place

ofLTIR

• Board endorsement of people

strategy with continued investment

in learning, career development

and leadership development

• Rollout of leadership development

programme and manager

development programme

• Gender and ethnicity pay review

• Continued support for employee

share ownership

• Oversight of risk appetite for all risks and approval

of the principal and emerging risks andrisk

appetite for inclusion in the 2024 AnnualReport

• Continued active dialogue with our shareholders

and investment community

• All AGM resolutions approved in the range

of92.54% to 99.99%

• Rollout of updated Code of Conduct to

theorganisation

• Board oversight of functional support to

thebusiness operations

• Publication of annual Modern Slavery Statement

• Focus areas from 2024 internal Board

evaluationidentified

• Updated Committee terms of reference published

on website

• Oversight of the Audit Committee’s preparation

for Provision 29

Key

stakeholder

groups

considered

CO CU

Links to

strategy

Insight into the boardroom

Key stakeholder groups

Customers

Investors

Employees

Suppliers

Communities

An insight into the breadth of matters discussed by the Board during the year are set out below:

rotork.com Rotork Annual Report 2024103

Corporate governance report continued Strategic report Corporate governance Financial statements

A focus on culture

The Board recognises the

importance of there being a

healthy and positive culture

within Rotork, which guides

responsible and ethical decisions,

actions and success.

The Board is responsible for defining and setting

Rotork’s culture from the top and leading by

example. The Board also takes an active interest

in ensuring that Rotork’s desired culture is

properly promoted throughout the Company

and monitors this as part of its considerations at

Board meetings. Our purpose, values and

cultural DNA are embedded across the business

and underpin our business model. Our new

cultural DNA has evolved from our previous

values and will guide us forward. Our cultural

DNA is that: we value our customers, we grow

together and we win as a team. These principles

will shape how we lead, grow and engage. They

are fundamental to the way we work with our

employees, customers, suppliers and other

stakeholders. They also guide the way that we

engage with the wider community.

The Board aims to ensure that our values are

embedded and integrated into decision making

and that policies and procedures, such as the

Code of Conduct and our Anti-Bribery and

Corruption Policy, maintain the behaviours we

expect as part of our culture. Where this is not

the case, the Board and management team take

appropriate action. This is achieved through

updates to the Board on, for example, compliance

matters and reports received through our ‘Speak

Up’ whistleblowing helpline. The regular employee

engagement surveys also help evaluate the

implementation of our values and culture.

We ensure our people, policies and systems are

aligned with our values, which were selected

byour people and are important in creating a

culture that we can all be proud of. These values

are aimed at engaging and motivating colleagues

and protecting their rights. We strive to provide

fair and equitable treatment, as well as

opportunities to grow, learn and progress.

The Board is satisfied that the Company’s

purpose, values, strategy and culture are aligned

and promote the long-term success of the

Company, generating and protecting value

toshareholders and other stakeholders.

Our purpose

Keeping the world flowing for future generations,

through providing innovative, high-quality,

engineered solutions and services for our

customers, helps guide our culture alongside our

values. We put quality and service at our heart.

Our Code of Conduct, which applies to all

permanent employees, temporary workers and

contractors, sets out the principles that underpin

and guide the way we conduct business. A full

version of the Code of Conduct is published on

our corporate website at: www.rotork.com/en/

sustainability/esg-reports-and-policies/rotork-

code-of-conduct.

Rotork Annual Report 2024 rotork.com104

Corporate governance report continued Strategic report Corporate governance Financial statements

A focus on culture continued

How the Board monitors culture Cultural indicators

Health and safety

We have a zero harm vision which applies to our broader agenda of health and

safety, environment and product safety.

• 0.22 total recordable incident rate for 2024 (2023: 0.26).

• 0.08 lost time injury rate for 2024 (2023: 0.08).

Direct employee engagement

Tim Cobbold, who was Rotork’s designated Non-executive Director for

Workforce Engagement throughout 2024 (prior to the role being undertaken

by Vanessa Simms from 1 January 2025), brought the employee voice into

theboardroom through sharing updates on his engagement with employees.

Thisis supplemented by Rotork site visits conducted by other non-executive

directors during the year.

• Eight director site visits completed during 2024, two of which were whole

Board tours, one of the research & development facility in Bath and one of

thefacility inRochester (NY). In addition, individual non-executive directors

completed six sitevisits.

Employee engagementsurvey

During 2024, we introduced an externally managed engagement survey

partnering with a third party to enable us to compare engagement with our

peers. Feedback from the survey was shared and teams are working on action

plans to drive improvements relevant to them ensuring both ownership and

accountability. Theresults were reviewed by the Board, alongside a summary

of key actions tobuild improvements.

• 80% employee survey participation rate (2023: 79%).

Annual deep dive review of Rotork’s

people, culture and social strategies

Covering workforce insights, organisational effectiveness and areas such as

progress on diversity and inclusion, leadership and engagement, employee

mental health and well-being, community engagement and support to

external charities.

• 7.14/10 employee rating of Rotork as a place to work in 2024.

Compliance with policies and

procedures

With the assistance of its Committees, the Board oversees the effectiveness

ofanumber of its policies, for example the Code of Conduct, Anti-Bribery

andCorruption, Modern Slavery and Supplier Code of Conduct.

• Employees must undertake mandatory training, including Code of Conduct

and Speak Up, with training completion rates tracked. All employees must

sign an annual confirmation of compliance.

‘Speak Up’ whistleblowinghelpline

Enables anonymous reporting of improper behaviour to be investigated and

appropriate action taken where necessary.

• The number of reports made through the whistleblowing hotline, any trends,

andthe outcomes of investigations are monitored and reported to the Board.

Diversity and inclusion

The Nomination Committee annually reviews the Company’s policy on

diversityandinclusion, its objectives and linkage to Company strategy,

howithas been implemented and the progress on achieving theobjectives.

• 44.44% Board gender diversity as at 31 December 2024

• 22.22% Board ethnic diversity as at 31 December 2024

• 51% Early careers programme diversity in terms of gender and ethnicity.

• 17.6% mean gender pay gap in favour of females.

1 From 1 January 2025, after Tim Cobbold had stepped down from the Board on 31 December 2024, the Board gender diversity was 50% and the Board ethnic diversity was 25%.

rotork.com Rotork Annual Report 2024105

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement

The Board confirms that during 2024 it has acted in the way that it considered, in good faith, would be most likely to

promote the long-term success of the Company for the benefit of its members as a whole, and in doing so has had regard

tothe matters set out in Section 172(1)(a) to (f) of the Companies Act 2006.

Board engagement with stakeholders

The Board engages directly with our employees

and shareholders; however, it is also kept

apprised of the engagement with other

stakeholder groups through a combination

ofreports from the executive directors and

members of the Rotork Management Board

tounderstand the views of key stakeholders on

day-to-day operations. The information set out

below and on pages 108 to 111 outlines the

ways in which the Board and the Company have

engaged with key stakeholders during the year,

and the outcomes of that engagement.

Methods of engagement used

bytheBoard

The main methods used by the Board to perform

its duties include:

• Oversight of our purpose, strategy, values,

and culture.

• Consideration of key risks to the business

andmitigating actions taken.

• Oversight of employee well-being

andresourcing.

• Dedicated section within Board papers

setting out the likely impact of the proposed

recommendation on relevant stakeholders.

• Review of engagement undertaken

bytheRotork Management Board and

Boardmembers.

Whilst it is not always possible to meet the

preferences of all stakeholders (whose interests

may diverge), the Board aims to ensure that all

relevant factors are considered before a decision

is taken.

Other examples of how the Board has

considered stakeholder interests and Section

172(1) matters are included within the section

detailing how the Board monitors culture on

pages 104 to 105 and employee engagement

onpages 112 to 113.

How the Board considered stakeholders’ interest as part of their key Board activities during 2024

Strategy and sustainability

• Consideration of the balance of differing stakeholders’ needs and expectations in delivering long-term sustainable value.

• Review of governance and oversight of Rotork’s sustainability strategy in the long-term interests of stakeholders.

Financial

• Investor engagement around full-year, half-year and trading updates, given interest in good governance to protect the long-term interests of all stakeholders.

• Consideration of employees’ interests.

Operational

• Consideration of stakeholders’ interests in the drive to improve efficiency and ultimately deliver an enhanced customer experience in a safety-conscious environment of ‘zero harm’.

• Consideration of geopolitical risks that impact the supply chain to protect stakeholders’ long-term interests.

People and organisational

• Employee engagement by management and taking account of the concerns and views expressed by our colleagues.

• Engagement with employees by our designated Non-executive Director for Workforce Engagement and all other non-executive directors.

• In setting the tone from the top, the consideration of employees’ interests and understanding the value of having a diverse workforce.

Risk, governance, legal, compliance

andinvestor relations

• Review of the status of key risks to the business and mitigating actions taken to protect stakeholders’ long-term interests.

• Consideration of stakeholders’ interests while supporting Growth+ strategy, including direct engagement with shareholders to seek their views.

• Consideration of employees’ interests within the business and within the supply chain relating to preventing modern slavery.

• Consideration of best practice governance procedures to protect long-term interests of all stakeholders.

Rotork Annual Report 2024 rotork.com106

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement continued

Section 172(1) factor Relevant disclosure

Annual Report

page number

a. The likely

consequences

ofany decision

inthe long term

• Chief Executive Officer’s Statement

• Chair’s Statement

• Business model

• Key performance indicators

• Investment case

• Insight into the boardroom

• Engaging with our stakeholders

• Sustainability Review

See page 10

See page 8

See page 6

See page 14

See page 16

See page 103

See page 106

See page 34

b. The interests of

the Company’s

employees

• Engaging with our stakeholders

• People and culture

• Diversity and inclusion

• Non-Financial and Sustainability Information Statement

• Chair’s Statement

• How the Board monitors culture

• Directors’ Remuneration Report

See page 106

See page 58

See page 59

See page 86

See page 8

See page 104

See page 131

c. The need to foster

the Company’s

business

relationships

with suppliers,

customers

andothers

• Customer value

• Sustainability Review

• Supply chain management

• Human rights and modern slavery

• Engaging with our stakeholders

• Making a positive social impact

• Non-Financial and Sustainability Information Statement

• Chair’s Statement

• Insight into the boardroom

See page 20

See page 34

See page 47

See page 50

See page 106

See page 57

See page 86

See page 8

See page 103

Section 172(1) factor Relevant disclosure

Annual Report

page number

d. The impact of

the Company’s

operations on the

community and the

environment

• Engaging with our stakeholders

• Sustainability Review

• Making a positive social impact

• Task Force on Climate-related Financial Disclosures

• Non-Financial and Sustainability Information Statement

• Chair’s Statement

• Safety and Sustainability Committee Report

See page 106

See page 34

See page 57

See page 79

See page 86

See page 8

See page 117

e. The desirability

of the Company

maintaining a

reputation for

high standards of

business conduct

• Refreshed Code of Conduct

• Business model

• Engaging with our stakeholders

• Risk management

• Making a positive social impact

• Non-Financial and Sustainability Information Statement

• Chair’s Statement

• Our governance framework

• Conflicts of interest

• Division of responsibilities

See page 160

See page 6

See page 106

See page 67

See page 57

See page 86

See page 8

See page 98

See page 101

See page 100

f. The need to act

fairly as between

members of

theCompany

• Relations with shareholders

• Engaging with our stakeholders

See page 108

See page 106

rotork.com Rotork Annual Report 2024107

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement continued

Engaging with our stakeholders

We engage proactively with

allour key stakeholder groups

in the knowledge that our

long-term success is dependent

on how we work with all

ourstakeholders.

Our policy is to understand our stakeholder

views, and to deal with issues with integrity

should they arise. Like any business, we

sometimes have to take decisions that adversely

affect one or more of these groups and, in such

cases, we always look to ensure that those

impacted are treated fairly.

This section describes our engagement with

stakeholders and the Board’s engagement with

stakeholders and forms part of our Section

172(1) Statement, set out on page 9 of the

Strategic Report.

Stakeholder group and relevant

Section 172(1) clause Stakeholder’s material issues Why we engage How we engage

Customers

Our customers include those in

theoil and gas, water and power,

and chemical, process and

industrial sectors in more than

170countries globally.

s.172(1)(c) The need to foster the

Company’s business relationships

with suppliers, customers

andothers.

s.172(1)(e) The desirability

ofthecompany maintaining a

reputation for high standards

ofbusinessconduct.

• Reliability and specification

compliance of Rotork’s products.

• Clear and proactive

two-waycommunication.

• Product and service sustainability

andsafety challenges.

• Innovation and cutting-edge solutions.

• Dedicated lifecycle service and support

and best in class customer service

support throughout the life of

Rotork’sproducts.

• Receiving the highest standard of

customer order journey and Rotork’s

responsiveness and clarity on delivery

time frames.

• Digitalisation and the need for more

data from end-user assets.

• Our customer value vision is to

createa seamless and positive

customer experience.

• Placing customers at the heart of

ourbusiness is key to delivery of

ourGrowth+ strategy, the success

ofwhich is based on our ability to

understand, support and respond

toour customers’ and potential

customers’ needs.

• We believe that by putting the value

we provide to our customers at the

forefront, we will earn a greater

share of our customers’ spend based

on our wide portfolio offerings.

• To ensure the best support is

provided to customers from the

earliest stages of our relationship.

• Our teams liaise directly with our customers, and potential customers, with the

aim of providing them with an improved customer experience. We also engage

with customers globally through our expert field service engineers.

• Rotork Service (formerly called Rotork Site Services) team provides comprehensive

service solutions throughout a product’s lifecycle. We are streamlining our

business processes to allow us to quote quicker and be more responsive to our

customers’ needs.

• In order to serve a wider variety of customers and markets we also supply to our

customers via our channel partner network, which includes resellers and distributors.

• Our global supply chain programme aims to improve delivery and lead times

andto respond quickly to any supply chain issues.

• Where applicable, our online portals enable us to provide information about

Rotork Service and regular information updates to our customers.

• We work with our customers to ensure we develop the right products and services

for future needs by understanding evolving market trends and customer needs.

• We has a feedback platform, within which we encourage customers to provide

their feedback which is utilised internally by our teams.

• We engage with our customers through our Voice of Customer surveys

andregular feedback received from our sales team.



 





Investors

Rotork’s shareholders own the

business and they range from large

institutional investors to private

individual (including employee)

shareholders. All Rotork’s

shareholders are treated fairly and

have equal access to both Company

information and our Board of

directors. We also engage with the

investment community, advisers

and potential shareholders.

s.172(1)(f) The need to act fairly

between members of the Company.

• Delivery of the Growth + strategy that

aligns with Rotork’s vision, purpose,

values and culture.

• Creation of long-term and

sustainable shareholder value

andclear reporting on the

Company’sperformance.

• A return on investment, a clear

anddisciplined capital allocation

framework and a progressive

dividend policy.

• Meaningful engagement with the

Board and the upholding of good

governance practices.

• Reporting to investors on the role

Rotork is playing in driving the

transition to a cleaner future.

• The Board understands and values the

importance of engaging with our

shareholders and potential shareholders

to ensure that they are kept updated on

the Company’s performance, activities

and investment case.

• The two-way engagement enables the

Board to take shareholder views into

account within its wider strategic

decision making.

• We actively engage with the investment community through regular results and

reporting, press releases, investor events, one-to-one meetings (either in person or

virtually), roadshows, site tours, our corporate website and our AGM.

• Engagement is primarily led by our executive directors and Investor Relations Director.

• Ben Peacock (who became Rotork’s Chief Financial Officer in March 2024) met with

investors (both current and potential) and the investment and analyst community.

• The Board Chair hosted a number of face-to-face and virtual meetings with

investors during the year.

• Our 2024 AGM was held in Bath (UK) and provided an opportunity for

shareholders to interact with the Board and have any questions answered.

AllBoard members standing for election or re-election attended the 2024

AGMin person, with Kiet Huynh delivering a presentation to shareholders.

• The Board Chair and Chairs of each of our Board Committees welcome engagement

with shareholders on any matters within their remit.

• We host an annual engagement webinar for our private individual investors, which

includes a moderated Q&A session. The 2024 webinar was hosted by Kiet Huynh

and our Investor Relations Director.

• For our employee shareholders, we also offer internal communication channels.



 





Employees

We have around 3,500 employees,

working worldwide through a

network of offices and

manufacturing facilities.

s.172(1)(b) The interests of the

Company’s employees.

• Equality, fairness, recognition and

reward in the workplace.

• Clear communications and

engagement on business changes

that may affect them.

• Career development and progression.

• A continued focus on well-being,

health and safety and the

workingenvironment.

• Our people embody our culture and

values, which are critical for the

continued implementation of our

Growth+ strategy.

• Safety of our people remains our

priority and our vision for health

andsafety is to achieve zero harm.

• We ensure our employees are

informed about business changes

that may affect them.

• We continue to develop, attract

andretain talented people.

• We communicate with our employees using a variety of channels that promote

open discussion and feedback. These include our employee engagement survey,

employee forums, town halls hosted by our Chief Executive Officer and other

members of the senior management team, a colleague recognition portal, our

Company intranet, the use of online collaboration tools, factory and product

tours, annual personal development reviews and our working@rotork

emailchannel.

• Tim Cobbold, who was Rotork’s designated Non-executive Director for

Workforce Engagement during 2024, brought the views of employees into

theboardroom. This included any direct suggestions that Tim had received

viathe Board’s engagement activities. Vanessa Simms has continued this since

1January 2025, when she took over from Tim as the designated Non-executive

Director for Workforce engagement.





Rotork Annual Report 2024 rotork.com108

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement continued

Outcomes of our engagement during 2024 Board engagement

Priorities for engagement

during 2025

Measurements/

metrics Further information



 



• From customer engagement we appreciate that product downtime is a key customer concern and area where

Rotork can provide support for customers. Rotork Service, our global service network that includes our Reliability

Services and Connected Services programmes, differentiates us from our competitors. The Connected Services

programmes include our Intelligent Asset Management predictive analytics system, which helps our customers

reduce unplanned downtime.

• We have made good progress on our Customer Value pillar of our Growth+ strategy. We are implementing

andintegrating common systems and processes throughout the Group. This will improve efficiency and deliver

improved lead times and a better customer experience.

• Following the feedback from the Voice of Customer surveys, a Customer Responsiveness Project was initiated

toestablish a proactive and high-quality customer responsiveness culture within Rotork and make us easier

todobusiness with.

• Following the Voice of Customer feedback, the Customer Service Programmes team has implemented numerous

different languages for our Intelligent Asset Management reports which better supports our global audience.

• We have stepped up our customer service training with ‘Brilliant Basics’ to our customer service, sales force

andother functions. This global training started in 2024 and will continue in 2025.

• We recently launched modular electro-hydraulic actuators and IQT/IQTF battery backup variant, which support

ourcustomers’ important decarbonisation initiatives and have been well received.

• Our ‘Achieving Customer Excellence’ programme has driven a more streamlined production where the programme

is implemented. The rollout of which is ongoing.

• We have made progress on reducing lead times across our assembly sites to ensure customers receive their

ordersexpeditiously.

• We launched our Integral Ethernet-enabled actuators in 2024 to meet customer needs for enhanced networking

anddata acquisition.

• Some of our Board members, alongside many of the

senior team, attended the Valve World exhibition,

which took place in Düsseldorf (Germany), where

theyengaged directly with our customers and

otherstakeholders.

• Customer engagement, satisfaction and projects to

improve the customer experience are key topics in

Boarddiscussions.

• The Business Transformation Director presented the

business transformation initiatives to the Board in

theJune 2024 meeting. The Board discussed the

programme and agreed the next steps under it.

• Continue with the

implementation and investment

in the business transformation

programme, which will

extendto more of our sites

during 2025.

• Continue to embrace digital

technology to drive

increasedefficiency.

• Continue to focus on enhancing

the customer experience

through avariety of

customer-focusedinitiatives.

• Global customer

service training with

99% completion

• Invested £13.4m

inresearch and

development

in2024

• Silver Award

underBritain’s

MostAdmired

Companies 2024

• Recognised as one

ofthe World’s

BestCompanies

– Sustainable Growth

Chief Executive Officer’s

Statement: page 10

Customer Value: page20

Sustainability Review:

page 34

Case studies

and benefits our

customersexperienced:

www.rotork.com/

en/casestudies



• In 2024, our Chair, Chief Executive Officer, Chief Financial Officer and Investor Relations Director attended over 100

meetings with over150 separate institutions globally. 2024 saw an increased number of meetings with institutions based

in Continental Europe and the Middle East.

• Rotork returned £50m to shareholders via a share buyback programme, which ran from March 2024 to December2024.

• Continued with the delivery of a progressive dividend policy, with the total dividend for 2024 being 7.75p per ordinary

share, representing a7.6% year-on-year increase.

• The Growth+ strategy is delivering with revenue 8.2% higher year-on-year on an OCC basis and the Group order intake

also increasing by 6.1% year-on-year on an OCC basis.

• The 2024 AGM saw all resolutions passed, with votes in favour ranging from 92.54% to 99.99%.

• We launched our new corporate website in 2024.

• Our Chair, Chief Executive Officer, Chief Financial

Officer and Investor Relations Director regularly

communicate with existing and potential shareholders.

• The 2024 AGM provided an opportunity for the Board

tointeract with shareholders (including individual and

employee shareholders) and to answer any questions

theymay have.

• The views expressed by shareholders, potential

shareholders and the investment community are shared

with the Board at Board meetings and with the relevant

Committees, enabling the Board to take these views

intoaccount in its wider decision making. The Board

understands shareholders’ need for return on investment

and approved progressive interim and final dividends

based on the Company’s profits.

• Market and shareholder perspectives studies were

conducted, with the feedback presented to the Board

forconsideration.

• Continue to offer an extensive

investor engagement

programme, covering our full

range of shareholders. This will

continue to include further

information on the

implementation of our Growth+

strategy and provide forums

within which investors can have

their questions answered and

views heard.

• Continue to provide clear reporting

on the Company’s performance.

• Consultation on a new Directors’

Remuneration Policy due in 2026.

• Over 100 investor

meetings with

over150separate

institutions globally.

• Subject to

shareholder

approval of the

2024 final dividend,

the total dividend

for 2024 will be

7.75p per

ordinaryshare.

• £50m cash returned

during the

sharebuyback

Chief Executive Officer’s

Statement: page 10

Financial Review: page30

Highlights of 2024:

page 1

The value we created

in2024: page 7

Investment case: page 16

Sustainability Review:

page 34

Corporate Governance

Report: page 90

Share register

information: page 212



• During 2024, we introduced an enhanced employee engagement survey in partnership with a third-party provider,

enabling us to compare our employees’ responses with our peers and measure engagement rather than

satisfaction. Feedback from the survey was shared and teams are working on actions plans to drive improvements

relevant to them ensuring both ownership and accountability.

• We are evolving our existing culture and as part of this we have engaged with 800 employees across 27 countries

to understand our current culture and the vision for the future.

• We maintained our ‘Fair Pay’ commitment and are accredited as a Living Wage Employer by the Living Wage Foundation.

• We continued our support of World Mental Health Day, signed the Global Mental Health Pledge and participated in

International Well-being Week and we have approximately 100 Mental Health First Aiders globally.

• We launched training on neurodiversity at work and managing neurodivergent colleagues.

• Our learning management system continues to provide 182 on-demand courses, 50 of which are in multiple languages.

• We continue to enhance senior leaders’ skills, with nearly 100 leaders completing the Leadership Growth

programme and relevant leaders undertaking a Business Manager programme.

• Focusing on those in the early stage of their careers, we supported our inaugural group of tenapprentice field

service engineers, who have progressed through The Rotork Service Academy Programme. Our first cohort of

graduates completed the Graduate and Internship Programmes, with five new graduates joining in 2024.

• Our Board members actively engaged with employees

across the Company:

— Dorothy Thompson engaged with employees to

understand our current culture and how it should

evolve to support growth.

— Tim Cobbold, being the designated Non-executive

Director for Workforce Engagement during 2024,

brought the voice of employees to the boardroom.

— Vanessa Simms met with the Customer

Serviceteam.

— Karin Meurk-Harvey met with our graduates as

part of our Graduate Programme.

— Kiet Huynh hosted two all-employee webinars.

• Board reports include updates on

employeeengagement.

• Continue to ensure that our

colleagues are informed of our

Growth+ strategy and their role

in helping to deliver it.

• Continue to progress with our

cultural initiatives to enhance our

culture to support the Company’s

long-term success.

• Continue to progress action

plans following the employee

engagement survey results.

• Conduct another engagement

survey during 2025 to

understand latest levels

ofemployee engagement.

• Employees involved

in cultural

initiatives:800

• Employee

engagement survey

response rate:80%

• Rotork as a place

towork: 7.1/10

• TRIR 2024: 0.22

• Board site visits: 8

• Enrolment to

Graduate

andInternship

Programme: 5

in2024 cohort

(19in total)

Workforce engagement

inaction: page 112

Focus on culture: page104

Gender Pay Gap Report:

page 60

Diversity statistics:

page 61

People section in

Sustainability Review:

page 58

rotork.com Rotork Annual Report 2024109

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement continued

Engaging with our

stakeholderscontinued

Stakeholder group and relevant

Section 172(1) clause Stakeholder’s material issues Why we engage How we engage



Suppliers

Our suppliers include all third

parties that provide goods or

services to the Group. This includes

all suppliers, contractors, and

consultants. We also appoint

brokers and engage corporate

advisers across a range of

professional disciplines.

s.172(1)(c) The need to foster the

Company’s business relationships

with suppliers, customers

andothers.

s.172(1)(e) The desirability

oftheCompany maintaining a

reputation for high standards

ofbusiness conduct.

• Creating and maintaining mutually

strong business relationships, via fair

procurement, ordering and contracting

processes and timelypayments.

• Clear and accessible information

about our required technical

specifications, guidance, policies and

standards. For example, the Supplier

Code of Conduct and our terms and

conditions for the purchase of goods

and supply of services to us.

• Working together in a more

collaborative way. For example,

newproduct innovations, more

economically efficient designs and

achieving sustainability goals.

• A commitment to ensuring that we

remain mutually vigilant to the risks

related to modern slavery and human

trafficking inthe wider supply chain.

• Our suppliers play an integral role in our ability to continue to deliver

products and services to our customers. We generally operate an

assembly-only philosophy, meaning that the majority of the components

inour products come from our suppliers.

• We value strong working relationships with our suppliers and regular

engagement ensures that these relationships are underpinned by clear and

open communication. This facilitates a two-way understanding of issues that

may arise and ease with which we can work together to solve them.

• Effective engagement with direct suppliers helps to facilitate a coherent supply

chain, whilst also improving our cash conversion and inventory management.

• We work closely with suppliers in relation to our scope 3 emissions and

support them in their own sustainability journeys.

• Our products can have complex certification and compliance requirements.

Granular engagement with suppliers ensures that they understand these

requirements and deliver components to our specifications.

• We constantly research and develop new or enhanced products.

Whereappropriate, we engage with our suppliers to driveinnovation

inacollaborative manner.

• We carry out on-site audits of key and high-risk suppliers, which focus on

their social, environmental, and ethical conduct, alongside their technical

andoperational capabilities. The audits form part of the Supplier Risk and

Resilience Framework.

• We engage centrally with our

strategicsuppliers with our regional

and site level supply chain and

procurement teams providing

operational level engagement.

• To help create better quality

partnerships with suppliers, we

provideimprovement roadmap tools

tothem that clarify Rotork’s processes

and ways of working.

• We continue to engage with key

suppliers in relation to our important

net-zero target by 2045 for scope 3.

Weare guiding suppliers to improve

their environmental performance

through awareness letters, meetings

and information on how to set

andvalidate their own emission

reduction targets.

• Our Speak Up Policy applies to our

suppliers and encourages suppliers to

raise concerns with us and outlines our

commitment to conduct our business

with openness, integrity and fairness.





Communities

Our communities are made up

bythose who live in areas where

we have a physical presence, such

as local residents, businesses,

schools, charities

andsurroundings.

s.172(1)(d ) The impact of the

Company’s operations on the

community and the environment.

• Understanding the differing

needsand priorities of our local

communities and how we can

bestsupport them.

• Provide local employment

opportunities and investment

tohelpcommunities thrive.

• Create positive environmental

andsocialimpact enabling a

sustainable future.

• Our purpose is ‘keeping the world flowing for future generations’.

Thisrecognises the role we play in making our world a greater place

toliveand the role we play in helping improve our communities.

• One of our sustainability framework pillars is to make a positive impact

tosupport thriving, fair and resilient communities and operate responsibly

within them.

• Through our charity fundraising, our sites are able to make donations

directly into the local community in which they operate to seek to make

adifference.

• We make a positive social impact by being a good corporate citizen and

arepleased to pay our taxes to contribute to society in the countries in

which we operate.

• We understand the importance in recruiting and retaining diverse talent

from our local communities.

• We engage positively with our local

communities via investing in job

creation, using local talent and supply

chains where viable, paying our taxes

and helping to support the wider

communities in which weoperate.

• We consider the social impacts of our

business decisions carefully, including

potential social impacts.

• We offer support through the Rotork

Benevolent Support Fund, charitable

giving, volunteering at community

projects andraising mental health

awareness. Rotork currently has two

global charity partnerships, with Pump

Aid and Renewable World. In addition,

charity committees at Rotork’s sites

support causes that are expressed as

important to employees locally.



 



Rotork Annual Report 2024 rotork.com110

Corporate governance report continued Strategic report Corporate governance Financial statements

Our Section 172(1) statement continued

Outcomes of our engagement during 2024 Board engagement

Priorities for engagement

during2025

Measurements/

metrics Further information



 



 



• We continued to undertake supplier audits against our Supplier Code of Conduct, which led to certain health and

safety improvements of some suppliers.

• We engage with applicable suppliers at the design stage of our products’ manufacture. Certain suppliers simulate

casting and plastic moulding processes and provide feedback, which is used by our engineering teams to refine the

component designs, and for the supplier to design tooling that produces a high yield. This two-way engagement at

an early stage reduces the likelihood of inherent design defects supporting the operational success of ourproducts.

• We continuously review our global supply chain and operations to ensure that we are working to prevent modern

slavery in these areas.

• During 2024, actions to reduce carbon emissions were added to the performance review agenda with our strategic

suppliers. Rotork’s Supplier Risk and Resilience Framework was updated to incorporate suppliers’ actions to reduce

carbon emissions.

• We continue to forecast our component requirements and proactively work with our supply chain partners to

reduce our supply chain disruption risk.

• We work with suppliers to drive quality and to continually improve manufacturing processes that minimise the risk

of in-field product failure.

• Interaction with suppliers remains an important topic

in Board discussions (when relevant) especially in

regions experiencing, or at risk of, geopolitical

disruption and around creating a resilient supplier

base. The Board receives updates on suppliers from

the executive directors and RMB members.

• In March 2025, the Board was updated on the

prevailing procedures and policies in place to prevent

and detect modern slavery and human trafficking

within our supply chain. As part of this, the Board

approved the 2024 Modern Slavery Statement,

whichis available on our corporate website.

• In October 2024, the Safety and Sustainability

Committee reviewed the current Supplier Code of

Conduct commitments and competitor practices and

discussed further planned enhancements to the Code.

• Rotork’s progress against scope 3 emissions reduction

target and supplier engagement strategy on

sustainability more widely were reported to the

Safetyand Sustainability Committee.

• Continue to strengthen

relationships with existing and

new suppliers and increase the

number of our suppliers

engaged under our long-term

supplier agreements, to mitigate

against the supply chain security

points from Rotork’s perspective.

• Continue with our supplier

engagement programme related

to the measurement of their

emissions and sharing such data

with us. We are targeting that

25% of suppliers (by estimated

emissions) will have set

science-based targets by 2027.

• Continue to develop the

application ofour Supplier

Riskand Resilience Framework.

• Provide global e-learning on

ourSupplier Code of Conduct.

• Commence a global vendor

performance rating project

(initially with strategic suppliers)

to champion meaningful

relationships with suppliers and

drive continual improvements.

• Supplier due

diligence

assessments

undertaken: 162

• Suppliers who

completed our

moduleson supplier

sustainability survey

platform: 816

• We measure

eachsupplier’s

on-timedelivery

• Spend with external

suppliers: £364m

Divisional Review:

page24

Sustainability Review:

page 34

Our Supplier Code of

Conduct: www.rotork.

com/en/about-us/terms-

and-conditions/suppliers/

supplier-code-of-conduct

Rotork’s 2024 Modern

SlaveryStatement:

www.rotork.com/en/

investors/modern-

slavery-statement

Code of Conduct:

www.rotork.com/en/

sustainability/esg-

reports-and-policies/

rotork-code-of-conduct



 



 



• We have supported Pump Aid for many years. In 2024, we took meaningful steps to deepen our ongoing

relationship with the charity, aligning with Rotork’s purpose of keeping the world flowing for future generations.

We conducted a series of workshops with Pump Aid, bringing together diverse teams to better understand its

challenges and explore ways our expertise, technical, strategic and other skills and resources could help address

itschallenges. These engagement sessions fostered mutual understanding, revealing synergies between our

organisations, and built a strong foundation for our future collaboration. During 2025, we are confident that the

groundwork laid as a result of the engagement in 2024 will enable us to develop plans that strengthen this

relationship and support Pump Aid’s vital work in the future.

• We endeavour to make a positive social impact across our global operations. Some examples include installation

ofa solar power plant at an emergency care and recovery centre in India, a donation to a school of disabled

children in South Africa, providing school furniture in Malaysia and a donation to a local shelter for vulnerable

people in Sweden. We sponsored Team Bath Racing Electric, a team from the University of Bath, to design and

build an openwheel racing car, which competed at the internal Formula Student competition.

• In India, we provided financial donations in support of freely accessible vaccination drives related to women’s

health matters, provided a digital radiography system that was needed at a community hospital, completed

maintenance projects in two government schools, sponsored midday meals at a government school, provided

school furniture and provided donations to support a programme to upskill lower income and government college

students for greater employment opportunities.

• The Safety and Sustainability Committee assists the

Board in overseeing the execution of the Company’s

sustainability and social strategy and monitoring

itsprogress.

• The Safety and Sustainability Committee received

updates from the Chief Human Resources Officer on

the various social initiatives and actions across the

Group. These covered areas such as employee

well-being and mental health, charity support and

community engagement.

• The Committee reviewed and supported the 2024

activities of the Rotork Benevolent Support Fund,

which offers support to employees and ex-employees

and their families facing financial hardship.

• Rotork’s Board maintains an active interest in the

health and safety aspects of the operational business,

with the Chief Executive Officer providing regular

reporting on health and safety to the Board.

• The Safety and Sustainability Committee Chair

updates the Board on the key issues covered

following each Committee meeting.

• Continue to ensure our

charitable partnerships have a

positive social impact, aligned

toour purpose and the UN

Sustainable Development Goals

we have identified to support.

• Continue to support our

employees incontributing to

local causes close to their hearts.

• Continue to help drive and

demonstrate progress in

ourbroader safety and

sustainability agenda.

• Continue to strengthen the

relationship with Pump Aid

andsupport its vitalwork.

• Donations to our

two global partner

charities in

2024:£160,000

• Total corporation

tax paid in

2024:£39m

Sustainability Review:

page 57

Work with Pump Aid and

Renewable World: pages

62 and 63

Sustainability Reports

and policies: www.

rotork.com/en/investors/

diversity-and-inclusion

Making a positive impact

section of our website:

www.rotork.com/en/

sustainability/social-impact

rotork.com Rotork Annual Report 2024111

Corporate governance report continued Strategic report Corporate governance Financial statements

Pursuant to his role as the Non-executive Director

for Workforce Engagement, Tim helped to

ensure our employees’ perspectives were

represented in the Board’s decision-making

process during 2024 by bringing their views

andexperiences to the boardroom and ensuring

that colleagues’ experiences and opinions were

considered as Board discussions took place

anddecisions weremade.

Each year, a structured programme of activities

involving as many Board members as possible is

undertaken. The aim is to ensure sufficient direct

engagement between Board members and

colleagues outside the line of management, to

create opportunities for feedback and provide a

voice for any concerns to the Board, to deepen

their understanding of the employee perspective

and help them monitor how Rotork’s culture

remains embedded within the organisation

amongst our employees.

The Non-executive Director for Workforce

Engagement is responsible for developing the

programme and reviewing progress during the

year with the Chief Executive Officer and the

Chief Human Resources Officer. During 2024,

Tim provided ongoing updates to the Board and

Vanessa is already doing the same during 2025.

In 2024, our approach was to increase

engagement between the Board and employees

on topics relevant to the Company and employees

and direct face-to-face communication with

employees in their work environment. Considering

the global nature of Rotork’s workforce and the

broad range of roles within that across all levels

in the organisation, the framework for 2024

comprised three streams:

• Topic-based structured meetings/engagement

with colleagues conducted online to enable

broad global participation.

• Face-to-face meetings with employees in

their work environment to allow for more

personal interactions.

• A review of data, including employee survey

outcomes and whistleblowing.

Topic-based workforce engagement

To align with the Company’s focus on Customer

Value and culture, we conducted virtual sessions

with employee groups from multiple locations,

encompassing various seniority levels and disciplines.

In September, our Board Chair, Dorothy Thompson,

engaged with employees regarding our cultural

initiatives. This engagement provided further

insight to the Board’s ongoing oversight of

culture within the Company. The objective was

togather employee perspectives and feedback

on their participation in the overall process and

to solicit their ideas on how Rotork’s culture

could evolve to support long-term growth.

Thesession revealed that employees universally

found the experience positive and appreciated

the transition from top-down to bottom-up

engagement. They also observed that Rotork’s

culture is already evolving positively under Kiet

Huynh’s leadership as Chief Executive Officer and

the guidance of the Rotork Management Board.

Similarly, Vanessa Simms met with the team

focused on Customer Responsiveness, a key

component of the Customer Value pillar within

the Growth+ strategy. In 2024, there has been a

significant emphasis on training and development

to enhance the skills of our customer service

teams across the Company. Participants in this

session included both the training programmes’

developers and the training recipients.

Theoutcomes were impressive:

• Aligned strategy and engaged team: clear

understanding of how Business Transformation’s

focus on Customer Responsiveness supports

Growth+, boosting team motivation.

• Effective training and expansion: achieved a

99% training completion rate with positive

feedback, leading the team to recommend

anorganisation-wide rollout of training and

development initiatives in this area.

• Strong KPIs and process enhancements:

implemented robust dashboards to track

improvements and multiple process changes

to enhance service quality.

In addition, recognising the importance of

developing early career talent, our non-executive

director Karin Meurk-Harvey met with a cross-section

of employees at various stages of our Graduate

Recruitment Programme – from those who had just

started the programme to those concluding their

third year. This session demonstrates that the

programme is successfully equipping future talent

with the skills and development needed for

workplace success and that our graduates were

fullymotivated andengaged.

Face-to-face employee engagement

withour Board

Throughout 2024, our Board members actively

engaged with employees across the Company

through face-to-face interactions. At the Board’s

annual strategy session at our facility in

Rochester (USA), the Board toured the facility and

engaged directly with employees from a variety

of functions including sales, customer service,

engineering and finance. The Board also toured

the research & development facility in Bath,

meeting with the engineering function. This

year, in addition to the Board’s regular visits to

our Bath site, our non-executive directors visited

other Rotork sites. Individually, six site visits were

undertaken by our non-executive directors. Tim

Cobbold, Janice Stipp, Andrew Heath and Karin

Meurk-Harvey visited Chennai (India), Winston-

Salem (USA), Shanghai (China), and Manchester

(UK), respectively. During these visits, the

directors toured the facilities with regional and

local leaders and interacted with a broader

group of employees through town halls and

round tables. The Board found these site visits

very valuable and the Board thanks all the

colleagues we met for their warm welcome.

Activities of Rotork’s designated

Non-executive Director for

WorkforceEngagement

Vanessa Simms was appointed as Rotork’s

designated Non-executive Director for

Workforce Engagement on 1 January 2025.

Priorto being appointed to the role,

Vanessa was already involved in workforce

engagement activities during 2024 and

details about this are set out below.

Workforce engagement in action

During 2024, Tim Cobbold held the position

of designated Non-executive Director for

Workforce Engagement, having held the role

since its inception in 2019. This role helps to

ensure an effective engagement mechanism

between the Board and employees so that the

voice and views of our employees continue to

be represented within the boardroom and their

interests are more fully considered at all levels

ofthe Board’s decision making.

The Board as a whole recognises that the success

of Rotork relies on our positive culture, values

and people. The Board knows that long-term

performance is built by our teams worldwide

and how our employees work together to deliver

value for all the Company’s stakeholders.

Vanessa Simms

Non-executive Director

for Workforce Engagement

Rotork Annual Report 2024 rotork.com112

Corporate governance report continued Strategic report Corporate governance Financial statements

Face-to-face employee engagement

withour Board continued

During these sessions, we committed to

maintaining complete confidentiality and

non-attributable feedback from employees,

ensuring that all comments were only shared

with management (when necessary) and

discussed during Board meetings. Due to the

nature of their work and roles, special attention

was given to engaging with employees who may

not be easily reached through other channels, such

as email. After each meeting, Board members

summarised the key themes in a report and provided

debriefs to local or senior management to

consider the insights and any resulting actions.

Overall, Board members praised the quality and

dedication of our employees and noted the

visible improvements across the Company. These

engagements have reinforced our commitment

to a transparent and inclusive culture, ensuring

that all voices are heard and valued (including

within the boardroom) as we continue to grow

and evolve.

Data including employee surveys

andwhistleblowing

Employee engagement is a crucial measure for

the success of our organisation; receiving direct

feedback from employees is essential to

understand what is working well and where we

should focus on improving. Every year, we ask all

employees to anonymously provide their views

and measure engagement scores and feedback

across key areas.

In 2024, we moved from our previously used

internal pulse survey to an externally managed

engagement survey. This has enabled us to

establish the benchmark of our engagement

levels with other companies. We were pleased

tosee that the participation rate for the survey

in 2024 was 80%, an increase versus the prior

year. Our rating of Rotork as a ‘place to work’

remains largely consistent.

Whilst there is strong positivity about the future

direction of the business, some helpful feedback

themes emerged. Employees have expressed

that Rotork will benefit from the increased clarity

around processes and robust systems that we

are implementing to support our customers

effectively. This builds on our global ERP

deployment programme, which reviews our

global processes to support the implementation

of the new systems. We are aware of the need

to continue focusing on customer responsiveness,

which has been a key initiative for us during 2024.

Our employees also wanted further investment

in the development of our people managers and

leaders and their own career development and

growth. In 2024, we ran the Business Manager

Programme to support leaders across the world.

As we move into 2025, our people strategy will

focus further on developing our people managers,

early years careers and ensuring a strong focus

on individual performance management,

development and career planning.

The Board will continue to review employee-related

data, including whistleblowing, through our

confidential SpeakUp line.

Workforce engagement in action continued

rotork.com Rotork Annual Report 2024113

Corporate governance report continued Strategic report Corporate governance Financial statements

Annual Board evaluation

In accordance with the 2018 Code, the Board

undertakes a formal and rigorous annual

evaluation of its own performance and that of

its Committees and directors. The purpose of

the evaluation is to ensure key areas such as

theBoard’s composition, expertise, interaction,

management, key decision-making processes

and meeting focus and prioritisation continue

tobe assessed and developed.

2023 external Board evaluation

The areas identified for development during the

previous year’s external evaluation process and

the actions that we have taken during 2024

toaddress them are set out below.

2024 internal Board evaluation

During 2024, Dorothy Thompson, as Board

Chair, with the guidance and support provided

by the Group General Counsel & Company

Secretary undertook an internal evaluation of the

performance and effectiveness of the Board and

its Committees. The process was commenced in

October, pursuant to which the Chair and Group

General Counsel & Company Secretary agreed

on the appropriate key themes and topics and

curated the tailored online and anonymous

questionnaires for the Board as a whole and

each Board Committee. The questionnaires also

sought feedback on the focus areas that were

agreed upon by the Board for implementation

during 2024 following the external Board

evaluation undertaken during 2023. The Group

General Counsel & Company Secretary collated

and analysed the results and discussed them

with the Chair. The Chair also sought informal

feedback from each of the directors. Feedback

and recommended focus areas for 2025 were

presented to the December 2024 Board meeting

for consideration. Subsequently, the Board

agreed an action plan for implementation

intheyear ahead, as summarised below.

Outcome and actions for 2025

The 2024 Board evaluation demonstrates that

the Board and its Committees were operating

effectively and were focused on the appropriate

matters. The key areas identified by the internal

evaluation for increased focus and development

during the forthcoming year are set out below.

Progress against these areas will be reviewed as

part of the 2025 Board performance review

andreported on in next year’s Annual Report:

• Investigate options for relevant training for

the Board and its Committees on regulatory

developments, legislative changes and

reporting requirements (including assurance

of sustainability-related data).

• Building upon the positive feedback from

theJune 2024 strategy session, ensuring

asimilarly effective and useful session is

undertakenin 2025.

• A continued focus on the Board’s oversight of

Rotork’s culture, and how the evolving culture

is being embedded within the organisation.

• Continue to incorporate insights on customers

and competitors in relevant Board papers.

Chair’s performance evaluation

Led by Tim Cobbold, as the Senior Independent

Non-executive Director at the time, an internally

facilitated review of the Chair’s performance was

completed. Tim Cobbold and the Group General

Counsel & Company Secretary worked together

to agree the areas on which to focus and

produced an online and anonymous

questionnaire. The questionnaire was further

supported by a private meeting held between

Tim and the non-executive and executive

directors. It was concluded that Dorothy

Thompson’s performance and contribution

remained strong during her second year as

Board Chair. It was agreed that Dorothy

continued to demonstrate overall effective

leadership of the Board and continued to

promote and facilitate constructive debate

within the boardroom. Feedback from the

evaluation was shared with Dorothy. The

2025Chair’s performance review will be

conductedinternally.

Board evaluation

Focus areas identified Actions taken in 2024

Quality and value of the

induction programme and

integration process for new

Board members

A comprehensive and tailored induction programme was provided

during 2024 (and early 2025) to fully familiarise Ben Peacock,

Andrew Heath, Vanessa Simms and Svein Richard Brandtzæg with

Rotork’s business operations, sites, products, people and risk and

governance arrangements, supplemented by regular formal and

informal meetings with fellow Board members and members of

the Rotork Management Board. The feedback provided as part

ofthe 2024 internal Board evaluation was that the induction

programmes were valuable and that the Board as a whole was

cohesive and operating effectively.

Focus on continued

implementation of Growth+

The Board prioritised time during the year in overseeing and

monitoring the execution of the Growth+ strategy through review

and discussion of the issues reported in the regular updates at its

meetings and through deep dives on key strategic initiatives.

Supporting the executive

directors on the people

andculture initiatives

The Board actively reviewed and supported the people and culture

initiatives during the year. At the Board strategy session in June,

adeep dive was undertaken on progress. The Chair and various

non-executive directors became personally involved in various

initiatives, both supporting the executive directors and in

recognition that a strong and cohesive culture is a critical enabler

for sustainable growth.

Rotork Annual Report 2024 rotork.com114

Corporate governance report continued Strategic report Corporate governance Financial statements

Audit, risk and internal control

Whilst maintaining overall responsibility, the

Board delegates the establishment of formal and

transparent policies and procedures relating to

independence and effectiveness of internal and

external audit functions to the Audit Committee.

The Audit Committee scrutinises the integrity of

financial and narrative statements and considers

whether the assessment of Rotork’s position and

prospects is fair, balanced and understandable

and then recommends these statements to the

Board for approval.

A risk dashboard is presented to the Board on

abiannual basis. This includes a set of key risk

indicators which provide a means of monitoring

the Group’s risk exposures, and highlights areas

where the Group exceeds, or may potentially

exceed, risk appetite. Biannual reporting is

supplemented, as necessary, by more detailed

reporting to the Board by the executive management

team on new or evolving risks, the effectiveness

of existing mitigations and plans to further

strengthen mitigations.

The Risk and Compliance team, led by the

Headof Risk and Compliance, monitors the

effectiveness of risk management across the

Group. During the year, in order to ensure

appropriate monitoring of the implementation

of controls within the ERP change programme,

an experienced member of the Risk and

Compliance team joined the programme.

TheRisk and Compliance team is responsible

forsupporting the Group to identify risks and

put in place appropriate mitigations, promoting

a risk-aware culture, adherence to risk appetite

and reporting on the status of principal and

emerging risks periodically. The Risk and

Compliance team also operates a practice of

peer internal financial control reviews whereby

experienced professionals from across the

business, who have received specialist training

from the Risk and Compliance team, perform

financial control reviews at different entities

within the Group, the results of which are

thenreported to the Audit Committee.

PricewaterhouseCoopers LLP (PwC) leads

theGroup’s third line of defence through

theprovision of an independent internal

auditfunction.

The Board is satisfied that the main roles and

responsibilities of the Audit Committee, as set

out in Provisions 25 and 26 of the 2018 Code,

are captured within the Committee’s terms of

reference. Further details of how the roles and

responsibilities of the Audit Committee have

been discharged during 2024 are set out on

pages 121 to 125.

The Board is required to carry out a robust

assessment of the Company’s emerging and

principal risks. A summary of the assessment

undertaken by the Board and a description of

the principal risks and procedures in place to

identify and manage the emerging risks can

befound on pages 70 to 77.

The Board notes that the UK Corporate

Governance Code 2024 (the 2024 Code) applies

to the Company from 1 January 2025, with

Provision 29 of the 2024 Code applying to the

Company from 1 January 2026. Preparation in

order to comply with Provision 29 of the 2024

Code commenced during 2024, a process led by

the Audit Committee (reporting into the Board).

Risk management and internal controls

The Board is responsible for Rotork’s system

ofrisk management and internal controls.

TheBoard’s annual review of the system’s

effectiveness is completed with the assistance

ofthe Audit Committee.

How the Board operates effectively

During 2024, the Board and Audit Committee

regularly considered matters relating to the

Group’s risk management and internal control

systems. This year, areas which received

particular focus were:

• The effectiveness of internal controls.

• The continued development of the Business

Controls Framework and its integration

withthe ongoing deployment of the new

ERPsystem.

• The finance transformation programme,

including resourcing levels across the

Financefunction.

• Oversight of preparation for the 2024 Code

becoming effective.

Following the publication of the 2024 Code in

January 2024, the Audit Committee reviewed

updates from management on the Group’s

preparedness for the 2024 Code, most notably

Provision 29. Throughout the year the Audit

Committee also received updates from the

external and internal auditors and the Group

General Counsel & Company Secretary in

relation to thechanges included within the

2024Code.

During 2024, the Audit Committee maintained

oversight of management’s implementation of

enhanced controls in relation to the new ERP

system as they were incorporated into the

blueprint for future deployments.

More broadly, the effectiveness of the risk

management and internal control systems

continues to be directed, monitored and

reviewed by the Audit Committee. The Audit

Committee has reviewed the effectiveness

ofthekey elements of the Group’s systems

ofrisk management and internal controls,

whichwere in place for the year under review.

Main features of the Group’s risk

management process

The Board is responsible for determining the

nature and extent of the risks the Company

iswilling to take to achieve the Group’s

strategicobjectives.

Rotork’s Risk Management Policy documents

theGroup’s risk management processes and

theconnections between such processes

andthe day-to-day operations of the Group.

Each member of the executive team who is

adesignated risk owner has responsibility for

producing and updating detailed mitigation

plans to respond to the risks in accordance

withrisk appetite. Progress on response plans

isreported to the Board, as part of the Board’s

risk review and oversight process.

Risk appetite is expressed through a number

ofrisk dimensions and risks are monitored and

reported. A risk dashboard is presented to the

Board twice a year. It constitutes a set of key risk

indicators, which provide a means of monitoring

the Group’s risk exposures and allows the Board

to focus in more detail on risks where the Group

exceeds, or may potentially exceed, risk appetite.

An established divisional and functional risk

review process results in a bottom-up

assessment of enterprise-wide risks. These risks

are consolidated before a top-down evaluation

isperformed by management, which is then

presented to and reviewed by the Board. The

bottom-up assessment process includes a review

with all central functions and commercial and

operations teams, a focus on risk mitigation

reporting, and development of plans to respond

to risks in accordance with the Board’s risk

appetite. This process is formally completed

twice a year. Further details of the Group’s

internal control and risk management systems,

the process for identifying, evaluating and

managing the principal risks faced by the Group

during 2024, emerging risks, and the Board’s

riskappetite are set out on pages 70 to 77.

115rotork.com

Corporate governance report continued Strategic report Corporate governance Financial statements

How the Board operates effectively continued

Main features of the Group’s internal

controlsystems

Audit Committee papers and meeting minutes

aremade available to Board members who are

notmembers of the Audit Committee, unless in

the opinion of the Committee Chair it would be

inappropriate to do so. The meeting papers detail

the Audit Committee’s annual review of the

assessment of the effectiveness of the Group’s

riskmanagement and internal control systems. The

Chair and executive directors are invited to attend

Audit Committee meetings with other members of

the senior leadership team presenting or attending

as necessary. In addition, a dedicated Board Risk

Review session is held each year.

Key elements of the control environment, which

form part of the review of the effectiveness of

risk management and internal control, and

which enable Rotork to respond appropriately

toall types of business risks, include:

• The Rotork values and behaviours.

• The Code of Conduct (and training on the

Code) supported by Group-wide policies and

procedures, including authority levels and

division of responsibilities.

• Mandatory training provided to employees

throughout the year on policies and

procedures relevant to their roles.

• Ongoing monitoring of business

performance, including key risk indicators.

• Annual Confirmation Statement confirming

employees’ compliance with policies.

• Ongoing monitoring of internal audit and

business control reviews.

• A formal schedule of reserved matters for the

Board, including responsibility for reviewing

Group strategy.

• A formal Whistleblowing Policy, with an

external whistleblowing hotline, with key

matters reported to the Board.

• Defined controls and assurance processes

over, for example, financial reporting and

health and safety procedures.

During the year, work on the finance

transformation programme continued with

goodprogress on the key areas being prioritised

as follows:

• Deployment of the new ERP system

continued with enhancements made as

required and the implementation process

commencing at several other sites.

• Updates to the Business Control Framework.

As part of embedding the updated Business

Control Framework within the Group, senior

members of the Group Finance team visited

key sites around the Group in order to provide

in-person training to local management.

• Update and relaunch of the ‘Rotork Group

Accounting Policies and Procedures’, providing

further consistency and clarity, and alignment

with the updated Business Control Framework.

• Work on other aspects of the Finance

function’s target operating model will

continue during 2025.

Remuneration

The responsibility for determining remuneration

arrangements for the Chair, executive directors

and senior management, as well as oversight over

workforce remuneration, has been delegated to

the Remuneration Committee, which was chaired

by Tim Cobbold during 2024. Four meetings of

the Remuneration Committee took place in 2024.

Svein Richard Brandtzæg was appointed as Chair

of the Remuneration Committee with effect from

1 January 2025, following Tim’s retirement from

the Board on 31 December 2024.

Rotork’s remuneration policies and practices are

designed to support its strategy and promote

the long-term sustainable success of the Company.

A description of the work undertaken by the

Remuneration Committee in 2024 can be found

on pages 131 to 158.

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Safety and Sustainability Committee report

Andrew Heath

Chair of the Safety and Sustainability Committee

“ I am pleasedto present the annual report of the Committee for 2024

following its inaugural year under its reconstituted responsibilities. Safety

andsustainability remain major focus areas for Rotork. During the year, the

Committee (on behalf of the Board) oversaw the implementation of Rotork’s

safety and sustainability frameworks, which serve to promote the Company’s

long-term sustainable success and vision of keeping the world flowing for

future generations.”

Andrew Heath

Chair of the Safety and Sustainability Committee

The current members of the Safety and Sustainability Committee are:

• Andrew Heath (Committee Chair) (member and Committee Chair since May 2024)

• Karin Meurk-Harvey (member since September 2021)

• Vanessa Simms (member since June 2024)

• Janice Stipp (member since January 2025)

Safety & Sustainability (S&S) Committee role and responsibilities

The main role of the Committee is to oversee

the safety and sustainability strategy of the

Company in order to promote its long-term

sustainable success. On behalf of the Board, the

Committee oversees the work being done within

Rotork as we work towards our sustainability

vision of keeping the world flowing for future

generations and our health and safety vision of

zero harm.

At the beginning of 2024 the S&S Committee

was reconstituted under its refreshed remit and

the Committee meetings were structured to

allow the Committee to undertake a deep dive

into an important safety or sustainability focus

area, at each of its meetings. The focus areas

included: oversight of the Company’s health and

safety strategy; progress being made against our

Science Based Targets initiative (SBTi) validated

greenhouse gas (GHG) emissions reduction

targets; a detailed strategic review of the

Company’s approach to product sustainability;

and considerations related to management of

sustainability within the Company’s supply chain.

The Committee’s responsibilities include:

• Oversight of the Company’s strategic safety

and sustainability plans to ensure that

progress continues to be made by the

Company in working towards the UN

Sustainable Development Goals (SDGs) it

seeks to align with.

• Overseeing the Company’s net-zero

strategy. This includes oversight of

workstreams to achieve the Company’s

commitments, which are to target:

reducing scope 1 and 2 emissions by 42%

and scope 3 emissions by 25% by 2030,

net-zero by 2035 for scope 1 and 2 and

net-zero by 2045 for scope 3.

• Providing guidance in the Company’s

sustainability communication approach.

Including reviewing the content of its

sustainability-related disclosures, to ensure

compliance with existing, and forthcoming,

laws and regulations, and alignment with

the Company’s strategic priorities.

• Liaising closely with the Remuneration

Committee to identify safety and

sustainability targets that are aligned with

strategy and that have the potential to be

included within incentive schemes. Thereby

allowing the Remuneration Committee

todischarge its responsibility in determining

the performance targets,measures and

metrics, and their related terms.

• Oversight of the Company’s approach to

safety across its operations.

• Reviewing and recommending Company

policies relevant to its scope to the Board

for approval.

• Oversight of the Company’s social impact,

including charitable activities.

Read more on page 57

Our commitments

SDG

target:

5.5

We will develop and

delivergreater gender

andethnic diversity.

SDG

targets:

8.5, 8.7

We will contribute to a fairer

society more broadly, including

ensuring that 100% of our

employees are covered by the

fair pay framework.

How the Committee operates

The Committee is currently comprised of four

independent non-executive directors, as set

outon the previous page. The Committee was

reconstituted during the course of the year.

Firstly on 1 January 2024, when it was renamed

the Safety and Sustainability Committee thereby

embracing a refreshed remit from the Board.

Secondly, to reflect the departure of Tim Cobbold

and the appointment of new non-executive

directors tothe Company during the course

of2024. I was appointed as Committee Chair on

1 May 2024, following AnnChristin Andersen’s

retirement from the Board on 30April 2024;

andVanessa Simms joined the Committee

on21June 2024, the date on which she

wasappointed to the Board. Most recently,

Janice Stipp, Chair of the Audit Committee, was

appointed as amember of the Committee with

effect from 1January 2025, therein providing

additional continuity between the Safety

andSustainability Committee’s reporting

responsibilities and the Audit Committee’s

responsibilities, for the assurance of sustainability

reporting and disclosures.

The Committee met formally three times in

2024. Details of each member’s attendance

atthe meetings is provided on page 102.

Members of the Committee also hold

discussions (as required) outside of the formal

meetings. The Board Chair, the Chief Executive

Officer, the Operations Excellence Director, the

Chief Human Resources Officer, the Investor

Relations Director, the Head of ESG &

Sustainability, and the Global Head of HSE

attended Committee meetings by invitation.

TheGroup General Counsel & Company

Secretaryacted as secretary to the Committee.

The Committee Chair reports to the Board on

the key issues covered at each meeting.

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Safety and Sustainability Committee report continued Strategic report Corporate governance Financial statements

Activities of the Committee during

theyear

On behalf of the Board, the Committee oversaw

the Company’s safety and sustainability plans,

targets and related initiatives. The Committee

received updates from the executive team on

progress towards the aims of each of Rotork’s

three sustainability pillars that sit within its

sustainability framework. These meetings

captured reviews of ongoing safety initiatives,

emissions reduction plans, and community

engagement and charitable initiatives across

theGroup. During 2024, the Committee also

maintained oversight of preparatory workstreams

to maintain compliance with evolving sustainability

reporting regulations, such as the EU Corporate

Sustainability Reporting Directive (CSRD). The

Committee members were kept updated on

Rotork’s first double materiality exercise and plans

for the requisite third-party assurance of the

Group’s disclosures. The key areas of focus for the

Committee during the year are described below.

Review of HSE strategy

The safety of our people, partners and visitors

remains a key priority for the Board, as is our

vision for health and safety is zero harm.

At its February meeting, the Committee

reviewed the health and safety strategy and

itsalignment to the overall Growth+ business

strategy. The Committee was pleased to see the

actions and projects undertaken in relation to

health and safety across the regions (within

which Rotork has an operational presence).

Alsothe move towards the next phase of the

programme, focusing on further enhancing

andembedding abehavioural safety culture.

Inherent within our health and safety vision for

zero harm is ensuring the health and safety of

our employees and visitors. In support of this,

we are continually enhancing our ‘safety first’

culture, supported by training for all employees.

At each meeting held during the year, the

Committee received updates on the Group’s

performance against the key safety metrics, that

have been established for the Group within the

safety strategy. This included a review of the

Group’s TRIR for 2024, which was 0.22 (2023:

0.26) and the lost time injury rate (LTIR) for 2024

which was 0.08 (2023: 0.08).

Net-zero commitments

In 2021 we committed to target becoming

net-zero for our scope 1 and 2 emissions by

2035 and for our scope 3 emissions by 2045.

Work towards achieving these targets continued

during 2024.

At each meeting held during the year, the

Committee reviewed progress on Rotork’s scope

1 and 2 targets and the operational workstreams

being undertaken across the Group. The Committee

reviewed the implementation of energy efficiency

projects and investment in on-site renewable

generation. The review included how we have

taken the opportunity to enhance sustainability

as part of the new manufacturing facility in

China (which achieved LEED Gold certification)

and work towards decarbonising heating at our

Manchester (UK) facility. The Committee was

pleased to note that, overall, excellent progress

continues to be made, via the various pathways,

to achieve the goal set out in the sustainability

framework of achieving a 42% reduction in

scope 1 and 2 emissions by 2030.

In terms of scope 3 emissions, and specifically

addressing the purchased goods and services

category, the Committee reviewed and supported

the steps, being taken by management, to engage

with suppliers onemissions measurement. A

granular engagement process, which originally

commenced in 2023, continued during the year.

As part of this process, Rotork has been engaging

with its supply chain on emissions measurement

and target setting, in support of Rotork’s

net-zero commitment. More details about the

nature ofthis engagement are set out on pages

47 to48.

The Committee endorsed the steps being taken

on product development to deliver efficiency

and reduce emissions, whilst recognising that

our path to net-zero is a long-term commitment.

Further details of progress achieved during the

year towards our SBTi validated targets can be

found within the Strategic Report on pages 35

to51.

Oversight of sustainability over the lifecycle

ofour products

The Committee understands that initiatives

toimprove environmental performance must

occur both upstream and downstream, through

supporting and enabling both our customers

and our supply chain to improve their own

environmental performance. During the

Committee’s three meetings in 2024, the

Committee reviewed the supply chain compliance

programme, current Supplier Code of Conduct

commitments and also discussed further planned

enhancements. Adeep dive on this topic was

undertaken by theCommittee at its meeting

inthe autumn.

The Committee noted the progress made to

embed sustainability product requirements

intonew product development, which include

requirements that will aim to reduce the

carbonfootprint associated with our products.

Annual bonus and long-term incentive

schemes - safety and environmental

performance measures

Reflecting the importance that we attach to

achieving our safety vision of zero harm and to

achieving our net-zero targets, safety measures

are captured within the annual bonus opportunity.

Likewise scope 1 and 2 GHG emissions reduction

targets are included within our senior team’s

long-term remuneration arrangements.

At the start of 2024, as part of the initiatives

toachieve the safety vision of zero harm, the

Committee approved, and made a recommendation

to the Remuneration Committee, that the

existing LTIR bonus metric (and non-financial

health and safety KPI) should be replaced by

thetotal recordable incident rate (TRIR). The

Committee recommended this change because

TRIR represents a tougher measure of health and

safety performance, given that it measures

incidents, whether or not they result in working

time lost. The use of TRIR as a metric further

aligns to industry best practice and supports the

continuing drive to improve health and safety

performance. Additionally, the Committee

recommended that the environmental

innovation measure, to support our ‘Enabling

aSustainable Future’ pillar, should be retained.

The Committee also reviewed the environmental

performance measure for the 2024 long-term

incentive award, which aligns with Rotork’s

science-based scope 1 and 2 reduction targets.

Satisfied that the proposed measure was in

alignment with Rotork’s sustainability strategy,

the Committee endorsed the Remuneration

Committee’s determination of the environmental

performance condition attached to the 2024

long-term incentive awards. For further details,

see page 150.

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Safety and Sustainability Committee report continued Strategic report Corporate governance Financial statements

Activities of the Committee during

theyear continued

Sustainability reporting and

regulatorycompliance

As a Committee, we remain conscious of the

fast-moving developments, and compliance

requirements, within sustainability and climate-

related reporting. From the 2025 financial year

onwards, Rotork is expecting to be required to

align with the requirements of the EU Corporate

Sustainability Reporting Directive (CSRD) and

European Sustainability Reporting Standards

(ESRS) and receive third-party assurance over

material issues. However, the Committee notes

the European Commission’s recent publication

ofits “omnibus package” and is currently

reviewing the potential impact for Rotork.

The Committee supported the commencement

of a double materiality assessment, with a view

to determining Rotork’s material sustainability-

related impacts, risks and opportunities (IROs).

Rotork had already undertaken materiality

assessments in prior years, so had built a solid

foundation from which to progress towards

double materiality. Following a competitive

tender, an external firm was engaged to assist us

in carrying out the double materiality assessment.

The Committee looks forward to reviewing and

discussing the findings with management during

the coming year.

Rotork also undertook an assurance readiness

review of its greenhouse gas emissions data and

procedures. An external assurance firm reviewed

Rotork’s current procedures, and controls,

against the requirements of the International

Standard on Assurance Engagements (ISAE)

3000 standard. In 2024 reporting, scope 1 and 2

emissions have been assured against the ISAE

3000 standard.

In 2024, Rotork also refreshed its Task Force on

Climate-related Financial Disclosures (TCFD)

climate scenario analyses for physical and

transition risks, which are detailed on pages 79

to 85. The Committee reviews the disclosures

prior to them being recommended to the Board.

Social

During the year, the Committee received

updates on the various social initiatives and

workstreams across the Group. These covered

areas such as employee well-being and mental

health, charity support, and community

engagement. The Committee was pleased to

note management’s work with its global charity

partnerships, including Pump Aid, which is

further explained on page 62. The Committee

also reviewed the 2024 activities of the Rotork

Benevolent Support Fund, an independent charity

which provides support to employees, and former

employees, of Rotork and their families, who are

facing financial hardship.

Safety and Sustainability

Committeeevaluation

The Committee carried out an internally facilitated

review of its performance, as part of the overall

internal Board and Committee evaluation in 2024,

and its findings were discussed by the Committee

and the Board. It was concluded that the

Committee continued to fulfil its duties effectively.

The area identified for further emphasis, and

development, by the Committee was the need

for continual training with regard to the evolving

regulatory and reporting requirements.

Looking ahead

Oversight of the three sustainability pillars of

Rotork’s sustainability framework remains the

key strategic focus area for the Committee

during 2025. The Committee will continue

tohelp drive progress in our broader safety

andsustainability agenda. As part of the

Committee’s oversight of management’s

preparation for the upcoming regulatory

changes (including CSRD), the Committee

willreview the European Commission’s

“omnibus package” and its application to

Rotorktogether with the outcomes of the

double materiality assessment. The Committee

will continue to liaise with the Audit Committee,

where required, in its role of overseeing the

assurance of the reporting and disclosures

ofsustainability data in compliance with

regulatoryrequirements.

I have now been Chair of the Safety and

Sustainability Committee for ten months,

takingover from Ann Christin Andersen,

whostepped down on 30 April 2024. I would

like toextend my thanks to Ann Christin for

allher efforts as Chair of the Committee and

supporting Rotork’s safety and sustainability

vision and strategy. I would also like to thank

allour colleagues, across the business, for their

support towards our safety and sustainability

vision, and my fellow Board members, for their

constructive inputs and personal commitment,

to this important agenda throughout 2024

andbeyond.

Andrew Heath

Chair of the Safety and Sustainability Committee

10 March 2025

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Safety and Sustainability Committee report continued Strategic report Corporate governance Financial statements

Audit Committee report

Janice Stipp

Chair of the Audit Committee

“ During 2024, the Audit Committee key activities included oversight of the

change in external auditor and oversight of Rotork’s financial reporting,

audit process, and the Company’s system of internal controls.”

Janice Stipp

Chair of the Audit Committee

The current members of the Audit Committee are:

• Janice Stipp (Committee Chair) (member since December 2020 and Committee Chair since

May 2021)

• Vanessa Simms (member since June 2024)

• Svein Richard Brandtzæg (member since January 2025)

Committee role and responsibilities

The principal responsibilities of the Audit

Committee are toreview and report to the

Board on the:

• Integrity of financial and

non-financialreporting.

• Application of significant accounting

policies andjudgements.

• Internal audit programme, its remit,

resourcing andeffectiveness.

• Adequacy and effectiveness of the

Group’sinternal controls and risk

management systems.

• Appointment, independence and

remuneration of the external auditor.

• Effectiveness of the external audit process.

How the Committee operates

The Committee is currently comprised of three

independent non-executive directors. Certain

independent non-executive directors either

retired from or were appointed to the Board

ofthe Company during 2024 and consequently,

theCommittee was reconstituted during the

year to reflect the changes. Janice Stipp and

Vanessa Simms hold professional accounting

qualifications and are deemed to have recent

and relevant financial experience. AllCommittee

members have experience of working in complex

global industrial product businesses, a number

of which share common end markets with

Rotork. The biographies and skillsets of each

member of the Audit Committee can be found

on pages 94 and 95.

The Committee is required to meet a minimum

of three times in a year. During 2024, four

formal meetings were held. Additional formal

meetings would be held as required. Members

of the Committee hold discussions outside

ofthe formal meetings and meet with the

external auditor and Head of Internal Audit

without management present. Details of

members’ attendance at each of the meetings

are provided onpage 102. The Chief Executive

Officer, Chief Financial Officer, Group Financial

Controller, Assistant Group Financial Controller,

Head of Internal Audit and Head of Risk and

Compliance also attend the Committee

meetings by invitation. Representatives of

theexternal auditor (including the lead audit

partner) also attend meetings by invitation.

The Group General Counsel & Company

Secretary acts as secretary to the Committee.

The Committee Chair reports to the Board

onthe key issues covered at eachmeeting.

Further reading:

Risk management and internal controls - see pages 67 to 78

Audit, risk and internal control in the Governance Report - see page 115

The terms of reference for the Audit Committee were last reviewed in October 2024. A copy of the current

terms of reference is published on Rotork’s website at: www.rotork.com/en/investors/committees

rotork.com Rotork Annual Report 2024121

Audit Committee report Strategic report Corporate governance Financial statements

Key activities of the Audit Committee

during the year

Financial reporting

• Reviewed the Annual Report and Accounts

(including whether they are fair, balanced

andunderstandable and climate-related

disclosures), the Corporate Governance

Report and results announcements.

• Challenged material judgements and

estimates, going concern assumptions and

the viability statement in the Annual Report

and Accounts.

• Reviewed the half-year accounts including

material judgements, estimates and half-year

results announcement.

• Appraised the external auditor’s report on

theyear-end accounts and proposed full-year

external audit scope, key risks, materiality and all

matters associated with the financial year end.

Internal controls and risk management

• Reviewed processes and procedures for risk

management and the effectiveness of the

internal controls framework.

• Reviewed the continued development of the

Business Control Framework and integration

of this work with the design of the new

ERPsystem.

• Reviewed the business control review plan.

• Reviewed significant internal control reports,

findings and management responses.

• Ongoing monitoring of the compliance with

Group policies.

• Reviewed and approved the Group risk

management policy.

• Received updates on key matters related

tothe Whistleblowing policy.

External audit

• The Committee reviewed a revised

confirmation of the objectivity and

independence of Deloitte LLP, the Group’s

former auditor, in relation to a prohibited

non-audit service which was provided to

three of the Group’s subsidiaries in prior

years. The Committee was satisfied with the

conclusion reached by Deloitte LLP that this

was an inadvertent minor breach of the

Ethical Standard and that the services provided,

which were minor and administrative in nature,

was such that they did not compromise its

independence to conduct the audit of the

Group in prior years.

• Supported an effective transition of the

external audit service provider from Deloitte

LLP to KPMG LLP.

• Actively monitored the external audit plan and

scope of the work and considered whether

there was any reason to provide further specific

direction to the external auditor; the Audit

Committee concluded that there was not and

accordingly approved the plan.

• Considered and reported to the Board on

theexternal auditor’s independence and

objectivity and the effectiveness of the audit

process including its approach to fraud.

• Reviewed the external auditor’s management

representation letter.

• Reviewed the external auditor’s views on the

control environment.

• Reviewed and approved non-audit services

undertaken by the external auditor and the

policy on non-audit work.

• Considered audit fees and engagement terms.

Internal audit

• Reviewed and approved the internal

auditprogramme.

• Reviewed the maturity and effectiveness

ofinternal audit, its remit and resourcing.

• Reviewed the policy on the independence

ofthe internal auditor.

• Approved the internal audit charter.

• Discussed and monitored progress on

implementing recommended actions,

including overdue actions.

• Evaluated the effectiveness of the internal

audit process.

Additional matters

• Supported the effective transition to the

newChief Financial Officer.

• Reviewed the 2024 Corporate Governance

Code and oversaw management’s

preparations related to Provision 29.

• Reviewed progress of the finance

transformation programme.

• Reviewed the Committee’s effectiveness

andterms of reference.

• Approved the Audit Committee’s schedule

ofwork for 2025.

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Strategic report Corporate governance Finan ial statements

Audit Committee report continued Strategic report Corporate governance Financial statements

Audit Committee Chair’s statement

I am pleased to present the report of the Audit

Committee for the year ended 31 December 2024.

This year the key areas of focus for the Audit

Committee, in addition to its usual schedule

ofwork, have been:

• Supporting the effective transition to the

newChief Financial Officer.

• Supporting the effective transition of the

external audit service provider from Deloitte

LLP to KPMG LLP.

• Reviewing progress of the finance

transformation programme including the

implementation and rollout of the new ERP

system and the impact of the integrated

controls which enhance the control environment

and maintain consistency across the Group.

Monitored management’s full implementation

of enhancements, which were identified in

2023, to the ERP control environment and the

inclusion of these controls in the blueprint

forfuture implementations.

• Reviewing progress with the proposals for

UKcorporate reform and reviewing the 2024

Corporate Governance Code (which has

applied to the Company with effect from

1January 2025). The Audit Committee

reviewed and agreed management’s plan to

implement the announced changes relating to

UK corporate reform, most notably Provision

29 of the 2024 Code, which will become

effective for Rotork from 1 January 2026.

Throughout the year the Audit Committee

received updates from management and the

external and internal auditors on how to

ensure best preparedness for Provision 29

ofthe 2024 Code.

Governance

The Audit Committee maintains an annual

schedule of work, which is kept under review

and forms the basis of its principal meetings

throughout the year. The annual schedule is

supplemented by consideration of specific

matters as and when they arise.

The Audit Committee met four times during the

year, with attendance of members shown on

page 102. Details of those who were invited to

attend the Committee meetings are set out on

page 121.

There was a brief c. seven week period in

2024before Vanessa Simms joined the Board

on21 June 2024 during which there were two

members of the Committee, rather than the

three members formally required by Provision

24of the 2018 Code. During this brief period,

no Committee meetings were scheduled or held,

nor was any relevant business required to be

discussed by the Audit Committee. The Committee

remained quorate throughout. Had a Committee

meeting been required, one of the non-executive

directors would have been co-opted as a member.

As Chair of the Audit Committee, I hold

additional regular meetings with the Chief

Financial Officer, the external audit partner,

theHead of Internal Audit, the Head of Risk

andCompliance and other members of the

management team. These meetings provide me

with a better understanding of key issues and

identify those matters which require meaningful

discussion at Audit Committee meetings.

During the year, the Audit Committee received

reports from management, the Risk and

Compliance team, the internal audit team

andthe external auditor. Through face-to-face

discussions and detailed written reports, the

Audit Committee was able to challenge,

scrutinise and ask questions where clarification

or discussion is required. Regular meetings were

also held during 2024 with the external auditor

and the Head of Internal Audit without

management present.

Financial reporting

A key role of the Audit Committee in relation

tofinancial reporting is to review the quality and

appropriateness of the half-year and year-end

financial statements with a particular focus on:

• Accounting policies and practices.

• The clarity of disclosures and compliance with

UK adopted International Financial Reporting

Standards, UK company law and the 2018 UK

Corporate Governance Code.

• Material areas in which significant judgements

have been applied or where there has been

discussion with the external auditor.

• Upon request of the Board, advising the

Board on whether the Annual Report

andAccounts are fair, balanced and

understandable and provide the information

necessary for shareholders to assess the

Company’s performance.

• Review and challenge of the judgements

applied in the timing of revenue recognition

in line with the requirements of IFRS 15

Revenue from Contracts with Customers.

• Review of alternative performance measures

to ensure that they are not given undue

prominence and challenging the nature

andvalue of significant adjusting items.

In order to assess the financial statements, the

Audit Committee receives reports from members

of the Group Finance team who are invited to

attend meetings. Through face-to-face discussions

and detailed written reports, the Audit Committee

can understand and challenge the key judgements

and estimates and how they are being recorded

and disclosed in the financial statements.

The Audit Committee also receives reports from,

and holds meetings with, the external auditor.

Ituses these reports and meetings to help

challenge management’s judgement and

understand the quality and appropriateness

ofthe financial reporting.

The principal matters of judgement and

estimation considered by the Audit Committee

in relation to the 2024 year-end accounts and

how they were addressed were:

Retirement benefit schemes: At 31 December

2024, the Group operated two defined benefit

retirement plans, both of which are now closed

to future accrual. The valuations are prepared

byan independent qualified actuary. During the

year the UK Scheme purchased a bulk annuity

covering the UK Scheme’s deferred pensioner

liabilities. As a result, all liabilities under the

scheme are now covered by bulk annuities

andtherefore the scheme has been accounted

for asa buy-out with the movement in the

valuation being recognised in the income

statement. TheAudit Committee considered

thereport from the Group Financial Controller

and was satisfied that the assumptions used for

determining the defined benefit obligation and

the associated accounting treatment of the

buy-in were appropriate.

Alternative performance measures: The

Group uses adjusted figures as key performance

measures in addition to those reported under

adopted IFRS, as management believes these

measures provide additional useful information

to assist in the comparison of the Group’s

underlying results with prior periods and

assessment of trends in financial performance.

The Audit Committee reviewed the presentation

and definitions of the alternative performance

measures in the financial statements and were

satisfied that they were not given undue

prominence. The Audit Committee reviewed and

challenged the report from the Group Financial

Controller and was satisfied that the nature and

value of significant adjusting items was appropriate.

rotork.com Rotork Annual Report 2024123

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Audit Committee report continued Strategic report Corporate governance Financial statements

External auditor

KPMG LLP was formally appointed as the

Group’s external auditor by the Company’s

shareholders at the AGM on 30 April 2024, and

the year under review marks its inaugural year.

Huw Brown has acted as KPMG LLP’s lead audit

partner for Rotork for the 2024 year-end. During

the year, Huw and other members of the KPMG

LLP Group audit team visited several key Rotork

locations. They also effectively communicated

with and supervised the broader team auditing

across the Group.

The Audit Committee assesses the effectiveness

of the external audit process, the scope of the

Group audit and the quality of the audit work

throughout the year, and the independence of

the auditor. The assessment considers:

• Any issues encountered in conducting the

prior year external audit.

• The proposed external audit plan, including

identification of risks specific to Rotork.

• External audit scope and materiality threshold.

• Matters arising during the external audit

andthe communication of these to the

AuditCommittee.

• The independence and objectivity of the

external auditor including the level of

challenge provided to management.

• The FRC audit quality review report on

selected audits undertaken by KPMG LLP.

Independence

KPMG LLP confirmed to the Audit Committee

during the year that:

• The audit engagement team, and others in

the firm as appropriate, KPMG, and where

applicable, all KPMG network firms are

independent of the Group and their

objectivity is not compromised.

• It has no relationships with Rotork plc, its

directors and senior management and its

affiliates, and no other services provided to

other known connected parties, that it considers

may reasonably be thought to bear on its

objectivity and independence, together with

the related safeguards that are in place.

The Committee ensures the policy on non-audit

services has been applied.

The Group has not employed former members

of the audit team or KPMG LLP partners during

the year.

Following each Audit Committee meeting the

Audit Committee held private sessions with the

external auditor, thereby providing the external

auditor with a private forum to raise any issues

itmay deem to be of concern. The Chair of

theAudit Committee also meets with the

external audit partner and other senior

membersof the audit team ahead of each

AuditCommittee meeting.

Effectiveness

• Reviewing the external audit plan, identified

risks and audit scope with KPMG LLP.

• Reviewing the experience and expertise

ofthe audit team.

• Reviewing written reports prepared by

KPMGLLP for the Audit Committee on key

audit findings, financial reporting topics and

the control environment.

• Reviewing the nature and quality of the

external auditor’s report.

• Obtaining feedback from executive

management and the Group Finance team

onthe quality and effectiveness of the audit,

which in turn had canvassed the opinions of

various Group entities using a questionnaire

on audit quality.

• Discussing with executive management, the

Group Finance team and KPMG LLP as to

whether the audit has been delivered in line

with the plan.

• Holding discussions throughout the year

directly with the KPMG LLP lead partner and

other senior members of the audit team to

understand the work they have performed,

their knowledge of the Group’s business and

industry, and how they have maintained

independence, demonstrated professional

scepticism and challenged management’s

assumptions. Notable examples of how the

external auditor challenged management and

demonstrated professional scepticism during

the year include the audit of adjusting items

and revenue recognition.

Having completed this review, the Audit

Committee agreed that the audit process,

independence and quality of the external

auditwere satisfactory.

External audit tender

The 2023 financial year was the tenth year-end

Deloitte LLP had been appointed as external

auditor. Therefore, in line with requirements, a

competitive external audit tender process was

undertaken during 2023. Following the competitive

tender process, KPMG LLP was selected as

external auditor for the 2024 year-end. KPMG

confirmed its independence to the Committee

from 1 July 2023 and was formally appointed as

the external audit service provider for the 2024

financial year, following shareholder approval

atthe Company’s 2024 AGM on 30 April 2024.

Under current regulations the Group is required

to retender the external audit no later than for

the 2034 financial year.

Statement of compliance

The Company confirms that it has complied with

terms of The Statutory Audit Services for Large

Companies Market Investigation (Mandatory

Useof Competitive Tender Processes and Audit

Committee Responsibilities) Order 2014

(theOrder) throughout the year.

Non-audit services

In order to safeguard the independence and

objectivity of the external auditor, the Board has

adopted a policy on non-audit services, which

restricts the work and fees available to the

external audit firm. The Audit Committee

reviews the policy annually to ensure that it

remains appropriate. The policy reflects the

FRC’s Revised Ethical Standard 2024 on

permitted non-audit services.

The policy permits the use of the external

auditor only for services identified on the list

contained in the Revised Ethical Standard. Prior

to commencing any activity the external auditor

must assess whether it meets the requirements

of their independence checks. If those checks

are satisfied and the fee is £20,000 or less,

authority is delegated to the Chief Financial

Officer to approve this proposed non-audit work

independently. However, should the fee be

above £20,000 or the total non-audit services

approved by the Chief Financial Officer exceed

£80,000 during any financial year, approval must

be approved by the Chair of the Audit

Committee. Any work that is approved is

reported to the Audit Committee.

An analysis of fees paid to KPMG LLP, including

the split between audit and non-audit, is

included in note 9 of the financial statements.

The non-audit services provided relates to the

interim review performed on the half-year results

under ISRE 2410 and other services across

subsidiaries where local law requires the

statutory auditor to provide it.

Rotork Annual Report 2024 rotork.com124

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Audit Committee report continued Strategic report Corporate governance Financial statements

Internal controls, internal audit and

riskmanagement

The Audit Committee has responsibility for

reviewing and monitoring the effectiveness

ofthe Group’s control environment, risk

management and internal audit process.

As set out in the Strategic Report, the

continuous improvement and execution of

acomprehensive and robust system of risk

management remains a key priority for Rotork.

The Audit Committee received reports at each

meeting on progress with the work. Plans for

2025 were reviewed by the Audit Committee in

December 2024 and progress will be monitored

in the coming year.

The Head of Risk and Compliance leads a team

that is responsible for risk management and

financial compliance reviews across the Group.

The core team is supplemented by Rotork’s

Finance function from other parts of the Group

who have been trained in the compliance review

process. This combined team delivered financial

and business control compliance reports for

12of our global locations during the year.

Business control reviews were paused during the

first halfof the year whilst the Business Control

Framework was reviewed and refreshed. Guidance

is provided by the Audit Committee to the Risk

and Compliance team on the nature and extent

of testing to be undertaken.

In the first half of the year Rotork’s Business

Control Framework was updated by management

and relaunched across the Group. Senior members

of the Group Finance team visited key Rotork

entities to provide in-person training on the

Business Control Framework to local

management. The Chief Financial Officer also

presented on the importance of controls at

Rotork to the senior leadership team at its

annual conference held in early 2024. This

formed part of workstreams to ensure that

Rotork is continually improving risk management

and internal controls.

The Audit Committee receives reports on

financial compliance review activity, any

significant matters arising and the management

responses. During the year, recommendations

were made for improvement to controls, which

management was charged with implementing,

none of which related to significant failings or

weaknesses. The status and effectiveness of

actions are monitored by the Head of Risk

andCompliance and regularly reported to the

Audit Committee. As a result of such activities,

increased accountability in respect of improvement

actions arising from business control reviews

isvisible.

The Risk and Compliance team continues to

manage the process for sites to confirm the

operation of key financial controls. In the fourth

quarter a confirmation process was deployed to

confirm operation of key controls in advance of

the year-end and to provide an update on the

earlier Business Control Framework activity.

Theresults of the assessment were shared

withmanagement and the Audit Committee.

Other means of assessing the internal control

systems include the risk assessment process,

theAudit Committee’s assessment of the

effectiveness of risk management and annual

letters of assurance from the divisional leadership

team. These controls sit alongside our system

ofgovernance, including key Committees that

monitor our processes and controls, such as

theAudit Committee and Safety and

Sustainability Committee.

Rotork’s Risk Management Policy documents

theGroup’s risk management processes and the

connections between those various processes

and the day-to-day operations of the Group.

Each member of the executive team who is a

designated risk owner has responsibility for

producing and updating detailed plans to

respond to risks in accordance with risk appetite.

Progress on response plans is reported to the

Board, as part of the Board’s risk review and

oversight process.

PricewaterhouseCoopers LLP (PwC LLP)

continued to provide internal audit services

throughout 2024. The function is led byan

experienced Head of Internal Audit from

PwCLLP. Risk-based internal audit reviews

havebeen completed during 2024 covering

thefollowing areas:

• Fourth-party logistics contract review.

• Governance of the business transformation

programme which includes the Group-wide

ERP implementation.

• Talent and performance management.

• Risk and compliance-led controls review.

The Audit Committee receives updates on

internal audit activity, any significant matters

arising and management responses. The status

of actions is monitored by internal audit and

regularly reported to the Audit Committee.

In selecting risk-based internal audits for the

2024 plan, the team has focused on those risks

where reliance on mitigations is most significant

whilst ensuring a broad coverage of areas over a

multi-year cycle. The Risk and Compliance team

has determined the sites to be subject to review

in 2025 based on a thorough risk assessment.

The Audit Committee reviewed the 2025

programme for risk and compliance and

internalaudit at its December meeting.

The Audit Committee confirms that it has

undertaken its annual review of the effectiveness

of the system of internal control as operated

throughout the year ended 31 December 2024.

Audit Committee evaluation

In accordance with its terms of reference, during

2024 the Audit Committee undertook an internally

facilitated review of its own performance as part

of the overall internal Board and Committee

evaluation process and its findings were discussed

by the Committee and the Board. As part of the

process, the Committee reviewed how it had

discharged its responsibilities. It was concluded

that the Committee continued to fulfil its duties

effectively and certain areas were identified for

ongoing emphasis and development by the

Committee during 2025.

Throughout the year, the Audit Committee

alsoconsidered relevant accounting and

corporate governance developments, in addition

to those in relation to risk and internal controls

discussed above.

Areas of focus for 2025

Key areas of focus for the coming year, in

addition to the usual schedule of work are:

• To review the ongoing implementation of the

ERP system and the impact of the integrated

controls to enhance the control environment

and drive consistency between locations.

• To review the implications for Rotork of

developments in the external audit process

and regulation landscape arising from wider

corporate governance reform.

• To ensure the Company’s preparedness

forProvision 29 of the 2024 Code

becomingeffective.

Janice Stipp

Chair of the Audit Committee

10 March 2025

rotork.com Rotork Annual Report 2024125

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Audit Committee report continued Strategic report Corporate governance Financial statements

Nomination Committee report

Dorothy Thompson, CBE

Chair of the Nomination Committee

“ 2024 was an important year at Rotork from a Board succession

perspective, with Ben Peacock joining the Boardas Chief Financial

Officer, alongside Andrew Heath, Vanessa Simms and Svein Richard

Brandtzæg joining the Board as non-executive directors. We are

wellplaced tolook to the future, with a strong and cohesive Board

ofdirectors.”

Dorothy Thompson, CBE

Chair of the Nomination Committee

The current members of the Nomination Committee are:

• Dorothy Thompson (Committee Chair) (member since December 2022 and Committee Chair

since April 2023)

• Janice Stipp (member since December 2020)

• Andrew Heath (member since January 2025)

Further reading:

2024 internal Board evaluation process on page114

The mix of skills and experience of the current Board on page 97

Diversity and Inclusion Policy, which is published on our website: www.rotork.com/en/investors/

diversity-and-inclusion

Gender Pay Gap Report, which is published on our website: www.rotork.com/en/investors/

diversity-and-inclusion

The terms of reference for the Nomination Committee, which were last reviewed in October2024. A copy of

the current terms of reference is published on Rotork’s website at: www.rotork.com/en/investors/committees

Committee role and responsibilities

The main role of the Nomination Committee is to

lead the appointment process for the Board and

ensure that the Company maintains appropriate

succession plans for the Board and applicable

senior management to support the Company in

delivering its strategy and meeting its business

requirements. The Committee evaluates and

examines the skills and characteristics required to

ensure that the Board and senior management

have the correct balance of attributes and

knowledge to operate effectively as a whole and

to be able to deliver the long-term success of

theCompany, whilst ensuring that business is

conducted with the utmost integrity and in full

alignment with the Company’s culture, purpose

and values. Board and Committee composition

are formulated to ensure that there is an

appropriate range of diverse experience and

expertise. The Committee keeps the succession

requirements of the Company under regular

review and, as part of this responsibility, ensures

that appropriate processes are in place for

nominating, training and evaluating directors

andsenior management.

The Committee’s responsibilities include:

• Leading the process for Board appointments

and making recommendations for

appointments to theBoard.

• Ensuring that plans are in place for orderly

succession to both the Board and senior

management positions and overseeing

thedevelopment of a strong and diverse

pipeline forsuccession.

• Reviewing the structure, size and composition

and balance of the Board. This includes

anongoing review of its balance of skills,

diversity, knowledge and experience.

• Making recommendations to the Board as to

the composition of the Board’s Committees.

• Annually assessing whether non-executive

directors continue to be considered

asindependent.

• Reviewing the time commitment expected

from non-executive directors.

• Reviewing the Company’s Board Diversity

and Inclusion Policy, its objectives and

linkage to strategy, how the policy has

been implemented and progress made on

achieving the objectives set out in the policy.

• Oversight of the annual Board

evaluationprocess, including a review

ofrecommendations arising from

theevaluation.

Rotork Annual Report 2024 rotork.com126

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How the Committee operates

The Committee is currently comprised of three

independent non-executive directors and has

been comprised as such at all times throughout

2024. Certain independent non-executive

directors either retired from or were appointed

to the Board of the Company during 2024, and

consequently, the Committee was reconstituted

during the year to reflect the changes. The

Committee meets a minimum of three times in

ayear and would hold additional meetings for

any ad hoc business requirements that arise,

forexample in relation to succession planning.

Members of the Committee also hold discussions

as required outside of the formal meetings.

During 2024, the Committee met six times.

Details of members’ attendance at each of the

meetings are provided on page 102. The Chief

Executive Officer and Chief Human Resources

Officer also attend the Committee meetings

byinvitation. The Group General Counsel &

Company Secretary acts as secretary to the

Committee. The Committee Chair reports to

theBoard on the key issues covered at each

meeting. The biographies and skillsets of each

member of the Nomination Committee can be

found on pages 94 and 95.

Key activities of the Committee during

theyear

• Oversight of the onboarding of Ben Peacock

as Chief Financial Officer, following his

appointment on 11 March 2024.

• Led the orderly succession planning process

for the selection and recommended

appointment of new non-executive directors

Andrew Heath, Vanessa Simms and Svein

Richard Brandtzæg, who joined the Board

on1 April 2024, 21 June 2024 and

20November 2024 respectively.

• In parallel to the appointment of the Company’s

new non-executive directors, the Committee

reviewed, and then recommended to the

Board, the reconstitution of membership of

the Board Committees twice during the year.

The Committee was keen to ensure that the

skills and expertise of each non-executive

director were best utilised to ensure the

Committees continued to operate most

effectively and that the interaction between

each of the Committees remained effective.

• Reviewed the talent management process,

development and succession plans for

Rotork’s senior leaders.

• Reviewed and approved Rotork’s UK Gender

Pay (including ethnicity pay) Report made up

to the April 2024 snapshot date.

• Reviewed an updated Board Diversity and

Inclusion Policy and recommended the

updated Policy to the Board for approval,

andthereafter monitored performance

against targets set out within the Policy.

Succession planning

Succession planning for the Board and senior

management is continuous. During the year,

theCommittee considered the composition,

structure and size of the Board and the need

tomaintain an appropriate range of skills,

knowledge, diversity, independence and

experience to ensure that the Board and senior

management remain appropriately balanced and

complementary. The mix of skills and experience

of the current Board required to drive Rotork’s

long-term success is set out on page 97.

Additionally, the Committee reviewed the

succession plans and leadership development

programmes in place for members of the

RotorkManagement Board.

Chief Financial Officer onboarding

The process of recruitment and appointment

ofRotork’s Chief Financial Officer, Ben Peacock,

was reported fully in last year’s Nomination

Committee Report. Ben was appointed as Chief

Financial Officer on 11 March 2024, succeeding

Jonathan Davis, who was previously Group

Finance Director. Jonathan stepped down from

the Board on 30 April 2024 but remained with

the Company until 10 September 2024 to

support a smooth and successful transition.

Further details about Ben Peacock’s induction

programme are set out on page 129.

Non-executive director onboarding

The process for the recruitment and appointment

of non-executive directors Andrew Heath and

Vanessa Simms, who joined the Board on

1April2024 and 21 June 2024 respectively, was

reported in detail within last year’s Nomination

Committee Report. Upon joining the Board, both

Andrew and Vanessa received a comprehensive

and tailored induction programme, which is

more fully described on the next page.

Non-executive director appointment

In May 2024, Tim Cobbold advised that he

wouldbe stepping down from the Board on

31December 2024. Tim was Rotork’s Senior

Independent Non-executive Director, Chair of

the Remuneration Committee and the designated

Non-executive Director for Workforce Engagement.

From June onwards, the Committee determined

the criteria for the prospective new appointment,

looking at the Board’s requirements in the round,

and then oversaw the selection process of a new

non-executive director. The Committee engaged

Lygon Group to act as Rotork’s search consultants,

utilising their recent knowledge and experience

of the Rotork Board given their engagement

assearch consultants for the recruitment of

Andrew Heath and Vanessa Simms. Except

forwhere they have undertaken previous

recruitment processes (such as the recruitment

of Andrew and Vanessa), Lygon Group do not

have any other connection with the Company

orits directors. They are a signatory of the

Voluntary Code of Conduct for Executive

SearchFirms, which is a requirement of our

Board Diversity and Inclusion Policy.

The Committee considered a shortlist of

potential candidates provided by the search

consultants, taking into account the balance of

skills, diversity and experience existing on the

Board and required for the (to be) vacant roles,

together with an assessment of the time

commitment expected. Following the interview

process, the Committee recommended to the

Board the appointment of Svein Richard Brandtzæg

as a non-executive director. We werepleased

towelcome Svein Richard to our Board on

20November 2024. His expertise in leading a

global industrial group, sustainability background

and remuneration experience have maintained

the diverse mix of skills and experience on

theBoard. Svein Richard’s other public

commitments were disclosed and considered

bythe Committee prior to his appointment and

theyare disclosed on our corporate website at:

www.rotork.com/en/about-us/rotork-plc-board.

Furthermore, the Committee recommended to

the Board that Andrew Heath was best placed

tosucceed Tim Cobbold as Senior Independent

Non-executive Director from 1 January 2025.

Latterly, the Committee recommended to the

Board that Svein Richard succeed Tim as Chair

ofthe Remuneration Committee and Vanessa

Simms succeed Tim as designated Non-executive

Director for Workforce Engagement, both from

1 January 2025. Their other public commitments

were considered by the Committee prior to their

appointment to these roles. Along with Vanessa

Simms, Svein Richard will stand for election by

shareholders for the first time at the Company’s

2025 AGM.

rotork.com Rotork Annual Report 2024127

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New non-executive director and Board roles appointment process

The Committee followed the process set out below for the recruitment of a new non-executive director and other Board roles:

Stage 1:

Building the Brief

The Committee built a specification for the new non-executive director, considering the balance

ofskills, diversity and experience of the Board and for the required role(s).

This also applied to the roles of Senior Independent Non-executive Director and designated

Non-executive Director for Workforce Engagement.

Stage 2:

Candidate Search

The Committee appointed Lygon Group as the search consultancy, from a shortlist of firms, noting

their recent knowledge of Rotork given their role as search consultants engaged during the search

for Andrew Heath and Vanessa Simms.

Stage 3:

Review, Assess

andInterview

Lygon Group provided a longlist, with the first stage interviews then conducted by the Chair.

Meetings with other Committee members were also conducted with a shortlist of candidates

toassess whether their skills and experience would be valuable to the Board as a whole.

Preferred candidates then met with other members of the Board.

Stage 4:

Committee

Recommendation to the

Board and Board Approval

The Committee discussed the feedback received and provided its proposal to the Board covering

its recommendations for anew non-executive director, Senior Independent Non-executive Director

and designated Non-executive Director for Workforce Engagement.

The Board approved the appointment of Svein Richard Brandtzæg as a non-executive director

witheffect from 20 November 2024, Andrew Heath as Senior Independent Non-executive Director

from 1 January 2025 and Vanessa Simms as designated Non-executive Director for Workforce

Engagement from 1 January 2025.

Stage 5:

Tailored Induction

Programmes

Further details on the tailored induction delivered to Andrew, Vanessa and Svein Richard are set

out in the adjacent box.

Non-executive director inductionprogrammes

Upon joining the Board, Andrew Heath, Vanessa Simms

andSvein Richard Brandtzæg all received a comprehensive

induction programme, which was designed to immerse the

director in a wide range of Rotork’s activities, including

strategy, culture, operations and governance framework.

Theprogramme included information on Rotork’s end markets

and sales channels, product training and a briefing on research

and development activities.

The induction programmes were structured so as to provide

the non-executive directors with an opportunity to establish

relationships with Rotork’s senior personnel and gain a wide

and detailed understanding of the Company.

Alongside meetings with the Chair, the Chief Executive

Officer, the Chief Financial Officer and the Group General

Counsel & Company Secretary, the non-executive directors

had detailed meetings with each of the members of the

Rotork Management Board and relevant key advisers.

The non-executive directors also undertook operational site

visits to a factory facility and training on Rotork’s products,

both of which also allowed them to meet with a range of our

employees in person. Inaddition, new directors are provided

with a range of documents and materials to supplement

theirunderstanding of the Company. Details relating to the

ongoing development and support of all directors are set out

in the Governance Report on page 101.

Rotork Annual Report 2024 rotork.com128

Strategic report Corporate governance Finan ial statements

Nomination Committee report continued Strategic report Corporate governance Financial statements

Chief Financial Officer

inductionprogramme

On formally joining the Board in March 2024,

Ben Peacock commenced a robust and varied

induction process aimed at familiarising him with

the intricacies of the business. This included deep

dive briefings on the Finance, Treasury and Risk

and Internal Control functions, for which Ben

became directly responsible. From the point of

joining the Board Ben became fully immersed

inthe investor relations programme, allowing

him to meet with shareholders alongside the

wider analyst and investor community. In

addition, Ben met his fellow Board members,

received past Board papers and was briefed

onRotork’s governance framework.

Ben’s wider induction included detailed briefings

on all aspects ofRotork’s business model and

Growth+ strategy, factory tours, product training,

operational activities and locations, research and

development, end markets, key stakeholders and

sustainability activities. Alongside meeting his

fellow colleagues, Ben met with Rotork’s principal

corporate advisers, the audit partner at the

external auditor and the Head of the Internal

Audit function. Ben’s induction programme was

bolstered by Jonathan Davis remaining with

Rotork until September 2024, which enabled

athorough handover on all aspects of Ben’s

responsibilities. The Committee is pleased with

how well Ben settled in during 2024 and the

wider impact that Ben has already had.

Diversity and inclusion

The Board Diversity and Inclusion Policy

providesahigh-level summary of the Board’s

approach todiversity and inclusion in senior

management roles which is governed in greater

detail through the Group’s policies. In April, the

Committee reviewed and recommended to the

Board that the updated policy be approved. The

policy canbe found on our corporate website at

www.rotork.com/en/investors/diversity-and-inclusion

and sets out the areas of activity and

initiatives currently being undertaken and

practised by Rotork, including the diversity-

related Sustainable Development Goals,

reference to the FTSE Women Leaders Review

and the Parker Review, alongside our continued

commitment to the aims of the 30% Club. The

Committee endorsed management’s initiatives

and actions for increased focus on diversity and

inclusion undertaken throughout the business

during the year noting that, as part of our Early

careers programme, at least 51% of participants

are diverse in terms of gender and ethnicity.

TheCommittee also reviewed and approved the

publication of the Gender Pay Report figures as

at the April 2024 snapshot date, which can be

found on our website at: www.rotork.com/en/

investors/diversity-and-inclusion. Rotork also

publishes its ethnicity pay figures, which are

contained within the Gender Pay Report.

The Committee is pleased to report that

Rotorkcontinues to meet the requirements

under the FCA’s UK Listing Rules and Disclosure

Guidance and Transparency Rules (DTRs)

covering diversity and inclusion reporting for

UKlisted companies, in particular the three

specified targets: (i) at least 40% of the

company’s board of directors be women;

(ii)atleast one of the company’s senior board

positions (Chair, Chief Executive Officer, Senior

Independent Non-executive Director or Chief

Financial Officer) be held by a woman; and (iii)

atleast one member of the company’s board

befrom a minority ethnic background.

As at 10 March 2025, Dorothy Thompson held

office as Board Chair, female Board representation

was 50% and ethnic representation on the

Board was 25%. The numerical data on the

gender identity and ethnic diversity of the Board

and executive management is set out in the

tables on the next page. The data has been

collected through a voluntary survey request

mechanism, and is self-reported against the

categories set out in UK Listing Rule 6 Annex 1R.

Internal Board evaluation process

During the year an internally facilitated

evaluation of the Board, its Committees and

theChair was undertaken in line with the

Committee’s terms of reference and provisions

of the 2018 UK Corporate Governance Code.

This was facilitated by the Group General

Counsel & Company Secretary, working closely

with the Board Chair, Chairs of the Board

Committees and the Senior Independent

Non-executive Director. As part of the process,

the Committee reviewed how it had discharged

its responsibilities. An independent external

Board evaluation was undertaken in 2023, and

more details in relation to the external evaluation

can be found in the 2023 Annual Report. The

next external Board performance review is due

no later than 2026. Further details of the full

evaluation process can be found on page 114.

Nomination Committee evaluation

The Committee carried out an internally

facilitated review of its performance as part

ofthe overall internal Board and Committee

evaluation in 2024 and its findings were discussed

by the Committee and the Board. As part of the

process, the Committee reviewed how it had

discharged its responsibilities. It was concluded

that the Committee continued to fulfil its duties

effectively. The key focus area was the continued

oversight of the operational effectiveness of the

Board Committees, following their reconstitution

from January 2025.

Election and re-election of directors

Led by the Committee Chair it was concluded

that, based on an assessment of the individual

skills, relevant experience, contributions and time

commitment of the non-executive directors and

taking into account their other offices and

interests held, all those non-executive directors

standing for election or re-election in 2025

remain independent and committed to their role

and continue to be highly effective members

ofthe Board. The Board continues to be mindful

of the number of external appointments held

bydirectors. In August 2024, the Board External

Appointments Policy was reviewed. Set within

the context and expectations of the Code, it

details the Company’s approach to external

appointments for both Board and RMB

members. The emphasis is on ensuring directors

have sufficient time to meet their Rotork Board

responsibilities, including during any periods of

additional time requirements. All prospective

external appointments for non-executive or

executive directors require Board approval

following prior consultation with, and the

support of, the Chair or the Senior Independent

Non-executive Director.

The Board is recommending the election or

re-election to office of all directors at the 2025

AGM. As explained elsewhere in the Corporate

Governance Report, Vanessa Simms and Svein

Richard Brandtzæg will be standing for election

for the first time. The biographical details of the

newly appointed directors are set out in the

AGM Notice and on pages 94 and 95. Details

ofthe service agreements for the executive

directors and letters of appointment for the

non-executive directors are set out in the

Directors’ Remuneration Report on pages

142and 156.

Dorothy Thompson, CBE

Chair of the Nomination Committee

10 March 2025

rotork.com Rotork Annual Report 2024129

Strategic report Corporate governance Finan ial statements

Nomination Committee report continued Strategic report Corporate governance Financial statements

Gender identity or sex

(ii)

Gender identity or sex

Men: 55.56%

Women: 44.44%

Men: 83.33%

Women: 16.67%

Ethnic background

(iii)

Ethnic background

White British

orother White

(including

minority-White

groups):77.78%

Asian/Asian

British:22.22%

White British

orother White

(including

minority-White

groups):83.33%

Asian/Asian

British:16.67%

Rotork plc Board as at 31 December 2024

(i)

Executive management - the Rotork Management Board as at 31 December 2024

(i)

Gender identity or sex of the Board and executive management as at

31December 2024

(i)

Number of

Board members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

Men 5

(ii)

55.56%

(ii)

3 10 83.33%

Women 4 44.44%

(ii)

1 2 16.67%

Not specified/

prefer notto say 0 0% 0 0 0%

Ethnic background of the Board and executive management as at

31December2024

(i)

Number of

Board members

Percentage of

the Board

Number of senior

positions on the

Board (CEO, CFO,

SID and Chair)

Number in

executive

management

Percentage of

executive

management

White British or other

White (including

minority-White groups)

(iii)

77.78%

(iii)

3 10 83.33%

Mixed/multiple

ethnicgroups

0 0% 0 0 0%

Asian/Asian British 2 22.22%

(iii)

1 2 16.67%

Black/African/

Caribbean/Black British

0 0% 0 0 0%

Other ethnic group 0 0% 0 0 0%

Not specified/

prefer notto say

0 0% 0 0 0%

(i) Data self-reported against the categories set out in UKLR 6 Annex 1R. Rotork’s executive management is defined as the

members of the Rotork Management Board.

(ii) After Tim Cobbold had stepped down from the Board on 31 December 2024, the number of Board members identifying

asmen changed to four, meaning that from 1 January 2025 50% of the Board were represented by men and 50% by women.

(iii) After Tim Cobbold had stepped down from the Board on 31 December 2024, the number of Board members identifying

asWhite British or other White changed to six, meaning that from 1 January 2025 75% of the Board were represented

asWhite British or other White and 25% of the Board were represented as Asian/Asian British.

Rotork Annual Report 2024 rotork.com130

Nomination Committee report continued Strategic report Corporate governance Financial statements

Directors’ Remuneration report

“ I am pleased to present the 2024 Directors’ Remuneration report, which

ismy first report as Chair of the Remuneration Committee. The2024

Directors’ Remuneration report is the second falling under theCompany’s

current Remuneration Policy, which I was pleased to seereceived 98%

support from shareholders at the Company’s 2023 AGM. We continue to

operate under the framework of the approved Policy and remain confident

that it continues to align theinterests of Rotork, its shareholders and our

other stakeholders and focuses executive directors on delivery ofthe

Company’s strategicobjectives.”

Svein Richard Brandtzæg

Chair of the Remuneration Committee

The current members of the RemunerationCommittee are:

• Svein Richard Brandtzæg (Committee Chair, appointed on 1 January 2025)

• Andrew Heath (member since May 2024)

• Karin Meurk-Harvey (member since September 2021)

Committee role and responsibilities

The main role of the Committee is to establish

aremuneration policy for executive director

remuneration and determine matters relating

tothe remuneration of the Company’s

executivedirectors and the Rotork Management

Board, which are aligned with the long-term

success of the Company and its shareholders,

and enable the Company to attract, retain and

incentivise executive directors and the Rotork

Management Board.

The Committee’s responsibilities include:

• Determining individual remuneration

packages for the executive directors, the

Chair and, on the advice of the Chief

Executive Officer, the Rotork Management

Board withinthe approved Policy.

• Selecting the measures and setting the

performance criteria forthe annual bonus

and LTIP and, at the end of their performance

periods, evaluating performance against

the criteria and considering whether any

discretion should be applied when

determining the level of payment.

• Agreeing the terms and conditions to be

included in serviceagreements for executive

directors, including termination payments.

• Selecting, appointing and setting the terms

ofengagement with any remuneration

consultants who may advise the Committee.

• Monitoring the principles and structures

ofremuneration across the Group and

ensuring that there is consistency and that

there are procedures in place to monitor

fairness of application. The Committee

reviews internal relativities, pay ratios and

gender and ethnicity pay gaps, and invites

the Chief Human Resources Officer to its

meetings to provide a broader picture of

workforce remuneration.

• Taking into account guidance issued by

shareholders, their representative bodies

and proxy agencies (including the

Investment Association, Institutional

Shareholder Services and Glass Lewis).

• Taking into consideration shareholders’

interests, any views expressed by

shareholders during the year (including at

the Company’s AGM) and encouraging an

open dialogue with the Company’s largest

shareholders. Major shareholders are

consulted in advance about changes to the

Policy or any significant proposed changes

tothe way in which it is implemented.

Rotork’s key remunerationprinciples

The Remuneration Committee remains committed towards remuneration being:

• Performance driven, competitive andfair

• Motivating, affordable and proportionate

• Aligned to shareholders’ interests

• Globally relevant andtransparent

Svein Richard Brandtzæg

Chair of the Remuneration Committee

rotork.com Rotork Annual Report 2024131

Directors’ Remuneration report Strategic report Corporate governance Financial statements

Annual statement by the Chair of the Remuneration Committee

• Implementing the arrangements described

inlast year’s report in relation to Jonathan

Davis’ retirement as an executive director and

Group Finance Director from the conclusion

of the AGM on 30 April 2024. Asset out

inlast year’s report, Jonathan remained an

employee of Rotork and continued to provide

support to Ben Peacock until his retirement

date on 10 September 2024.

• A determination of the vesting levels for the

LTIPs awarded in 2021. As previously, the

Committee reaffirmed its decision that there

should be no adjustments to the LTIP targets

or in-flight LTIP awards. The Committee

determined the overall vesting level for

the2021 LTIP awards to be 13.8%, and

inthecontext of Rotork’s overall business

performance, concluded that no exercise

ofdiscretion was required in relation to

theformulaic vesting levels.

• From 2023 onwards, an environmental

measure was incorporated within the

LTIPgranted under the current approved

Remuneration Policy, which accounted for

10% of the maximum opportunity. The

measure is an absolute reduction in scope

1and 2 CO

emissions (2020 base year),

withtargets aligned to the accredited and

published 2030 Science Based Targets

initiative (SBTi) targets. Recognising that

(atthe point of its introduction) this was an

immature measure, the Committee monitored

the performance of in-flight awards to underpin

confidence inthe measure and the related

systems and processes for generating and

assuring performance data. In conjunction

with theSafety and Sustainability and Audit

Committees, the Committee continued to

keep the measurement, and assurance of

thetargets, under review to ensure that they

remained aligned with established protocols

and standards in this evolving area.

• During 2024, following consultation with

theSafety and Sustainability Committee, the

Committee took the decision to change the

Dear Shareholder

On behalf of the Board, I am pleased to present

the Remuneration Committee’s report for the

financial year ended 31 December 2024. This is my

first report to shareholders since being appointed

as Chair of the Committee on 1January 2025.

Tim Cobbold was Chair of the Committee for

the whole of Rotork’s 2024 financial year,

stepping down on 31 December 2024. Tim had

been Chair of the Committee since April 2019 and

I would like to express my thanks to Tim for his

diligent service as Committee Chair and his

support in ensuring a smooth handover.

2024 was another successful year for Rotork,

during which it continued to build on the strong

track record of recent years, and continued to

implement the Growth+ strategy under Kiet

Huynh’s leadership. Decisions on directors’ and

senior managers’ compensation were taken

thoughtfully during the year, having regard to

wider workforce considerations and the overall

employee experience.

Rotork’s purpose of ‘Keeping the World Flowing

for Future Generations’ is reflected in the

Company’s strategy, Growth+. Rotork’s values

and cultural DNA serve to guide the way in

which the Company’s executive team and

employees continue to drive the implementation

of Growth+, and this has been reflected in the

remuneration decisions taken during the year.

My fellow Committee members and I believe

that the current Remuneration Policy, which will

remain in force until April 2026, continues to

support the strategic goals of the business and

aligns with market practice.

Priorities and key activities for the

Committee in 2024 included:

• Determining and approving the

remuneration-related terms of Ben Peacock’s

appointment as Chief Financial Officer in

March 2024, andapproving appropriate

personal objectives for Ben, which formed

part ofhisoverall remuneration package.

health and safety measure, which accounts

for 50% of the ESG measure in the annual

bonus target for 2024. To more closely align

with industry reporting best practice for

health and safety metrics, the existing lost

time injury rate (LTIR) measure was replaced

with the total recordable incident rate (TRIR).

Thisdecision was taken given the progress

made by the Company to reduce the LTIR

and(at management’s suggestion) it was

feltappropriate to switch to the TRIR, as it

representsatougher measure of health and

safety performance. This is because the TRIR

measures incidents whether they result

inworking time lost or not (whereas LTIR

isweighted to the duration of time lost

following an event). The adoption of TRIR

therefore supports the continuing drive to

improve health and safety performance

within Rotork. TheESG measures as a whole

continue torepresent 10% of the annual

bonus opportunity and there continues to be

no overlap between the ESG measures in the

annual bonus opportunity and the LTIP.

• As part of its ongoing responsibility to

makedecisions about the remuneration of

executive directors and senior management

in the context of the pay and benefits

available to the wider workforce, the

Committee undertook an annual review of

employee payand benefits. As part of this

review, the Committee considered how

Rotork balances the need to attract and

retain talent through locally relevant pay

andbenefits offerings, whilst ensuring

equityof benefits across thebusiness.

The Committee’s approach to

remuneration in 2024

The Committee’s approach to remuneration

in2024 across Rotork in general and for the

executive directors and senior managers, for

whom the Committee is explicitly responsible,

was guided by Rotork’s key remuneration

principles. The approach was based on an

ongoing sensitive appreciation of the business’

performance and the experience of shareholders

and employees during the year. The Committee’s

specific considerations are described below.

Business performance

In the Committee’s view, as is evident in this

Annual Report and Accounts, Rotork continued

to perform well. On a reported basis 2024

adjusted operating profit was £178.4m, 8.5%

upon 2023. Whilst revenue was 4.9% higher.

Adjusted operating margins were 70bps higher.

The Committee noted that Rotork’s order intake

increased by 2.8% against 2023. Overall, the

figures demonstrate the underlying health of

thebusiness and the continued strong progress

achieved in thedelivery of the Growth+ strategy

and target segment focus.

Shareholder experience

Rotork’s share price was modestly up during

2024 and a progressive dividend was delivered

to shareholders. Rotork remains a highly

cash-generative business and consistent with its

capital allocation policy, the Company returned

£50m of cash to shareholders as part of a share

buyback programme which ran between March

and December 2024.

Employee experience

Under the leadership of the Board and the

Rotork Management Board, Rotork’s approach

continues to be to protect the health (including

mental health) and financial wellbeing of its

employees, and remains mindful of obligations

to other stakeholders. Whilst the cost challenges

linked to globally high inflation rates cooled in

many countries during 2024, we continue to

monitor the cost of living for all our employees

and the experience of our employees has again

been considered by the Committee within its

own decision making.

Rotork Annual Report 2024 rotork.com132

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

In recognition of our responsibility to help reduce

inequality and to contribute to a fairer society

more broadly, Rotork committed to a Real Living

Wage Policy in 2020 and, since then, has ensured

any employee is paid above this level where a

published rate exists in a country. Rotork is an

accredited Real Living Wage Employer.

Our Fair Pay Framework continues to guide

Rotork’s reward policies, procedures, systems

and decision making globally in support of the

commitment to deliver fair and competitive

remuneration in line with the remuneration

principles. This provides assurance that processes

are non-discriminatory and operate to help

reduce any gender or ethnicity pay gaps. All new

employees are made aware of the Framework in

their global induction. Additional training is also

provided to all decision makers within the business

to ensure that the Framework is understood and

decisions are also moderated by the HR function

to ensure fair implementation.

Overall, the Committee’s assessment of the

employee experience is that Rotork has acted

responsibly towards all employees and has

proactively supported their health (including

mental health) and their financial wellbeing

during 2024. The Committee also believes that

Rotork has maintained a pay culture, pay policies

and frameworks that support wider societal

views through 2024.

Remuneration outcomes for 2024

Salary review

As was the case in 2023, the salary review for

the directors and the Rotork Management Board

members was not brought forward to January

2024 as it was for the wider workforce, and any

changes for them took effect from 1 April 2024.

In line with the arrangements made on his

appointment (and detailed in the 2021, 2022

and 2023 Remuneration Reports), Kiet Huynh’s

salary as CEO was increased to £682,950, an

increase of 50% of the difference between his

salary and the former CEO’s salary plus an

annual increase of 4.2%, which was lower than

the average increase for the UK workforce

(excluding promotions) of 4.4%. The Committee

was aware that when both these elements were

taken together this resulted inatotal increase

ahead of that for the wider workforce in the UK.

However, as has been explained in previous

Remuneration Reports, theCommittee’s

intention was that, following his appointment

and subject to performance, Kiet’s salary would

be increased, over a period of approximately two

years, to the level of his predecessor’s salary in

2021, indexed inline with increases to the other

directors, with such increases being no higher

than those awarded tothe wider workforce. The

Committee believes Kiet’s salary review was fully

merited, given his strong performance.

Ben Peacock joined Rotork on 11 March 2024 as

Chief Financial Officer, with an annual starting

salary of £430,000. As was explained last year,

Ben’s first salary review was not intended to be

before 1 April 2025 and details about this are set

out on the following pages.

Jonathan Davis stepped down from his role as

Group Finance Director and as an executive

director following the conclusion of the AGM

on30 April 2024. Jonathan remained with the

Company as an employee to ensure a smooth

handover until he retired on 10 September 2024.

Jonathan’s salary was increased by 4.2%

(anincrease lower than that of the average

workforce increase in the UK) to £406,480

witheffect from 1 April 2024.

The Chair’s fee was increased by 4.2%, from

1April 2024 onwards, in line with the executive

directors’ increase, meaning this was also below

the average workforce increase. The Board also

determined that the non-executive director base

fee should also increase by 4.2%. No increases

were made to the supplementary fees payable

tothose directors with additional responsibilities

during 2023; therefore, from 1 April 2024

onwards a small increase in certain

supplementary fees was made.

Annual bonus

The annual bonus targets for 2024 were based

on: adjusted operating profit performance

(60%of opportunity); cash generation (15% of

opportunity); ESG measures (10% of opportunity)

including total recordable incident rate (TRIR),

together with a mix of quantitative targets

covering culture and engagement scores and

qualitative targets focused on environmental

andcustomer focused innovation; and individual

personal objectives (15% of opportunity). For full

details see pages 147 to 149.

Having reviewed performance against these

targets, including the personal objectives, the

Committee decided that the level of payout,

expressed as a percentage of the maximum

opportunity, should be 87.90% for Kiet Huynh,

88.90% for Ben Peacock, and 87.90% for

Jonathan Davis, with Ben’s and Jonathan’s

bonuses both being pro-rated for time served,

and with no need for discretion to be applied in

any instance. In approving this level of payout

for the executive directors, the Committee noted

that at this level:

• The 2024 payout results in an award, as a

percentage of the maximum opportunity, at

an average of 9.0 percentage points lower

than in 2023, compared to an adjusted

operating profit increase of 8.5%.

• The payout results in an award for the CEO

of131.85% of salary compared to 146.3%

for 2023. As the CFO joined the Company in

March 2024, the bonus payout was pro-rated

for time served and no 2023 comparative

figure is available.

• The 2024 payout for employee groups in

thewider workforce averaged 86% of the

normal maximum opportunity. The normal

maximum opportunity was exceeded because

performance hit the stretch targets that are

an element of the wider workforce bonus

scheme. This represents an increase of 8.5

percentage points on 2023, compared to an

adjusted operating profit increase of 8.5%.

Annual statement by the Chair of the Remuneration Committee continued

The Committee’s approach to

remuneration in 2024 continued

Employee experience continued

In a similar way to the change made to the

2023annual salary review, the 2024 annual salary

review, which would have ordinarily been due on

1April 2024, was brought forward to 1January 2024

for all employees below the directors and Rotork

Management Board. The average pay increase for

the UK workforce (excluding promotions) was 4.4%

in 2024, and 4.9% globally.

Salary reviews for all directors and the Rotork

Management Board remained effective from the

usual date of 1 April 2024. As a matter of policy,

normally salary reviews for executive directors

will be no higher than the average increase for

the wider workforce for the country in which

they work. However, the Remuneration Committee

retains the discretion to award higher increases

where appropriate (for example, to reflect

progression in the role or increased experience

ofthe individual).

All employees in Rotork continue to participate in

a discretionary bonus scheme with targets based

on a combination of the performance of their

localbusiness and the performance of the Group.

Bonus awards in respect of 2024, to be paid in

2025, are at an average of 86% of maximum,

reflecting our strong performance in 2024.

The business continued to support the physical

and mental health of employees through the

global Employee Assistance Programme (EAP).

Our independent charity, the Rotork Benevolent

Support Fund, maintained support for employees,

ex-employees and their families suffering hardship.

The employee response rate to the externally

facilitated annual employee engagement survey

was high, with 80% (2023: 79%) of employees

participating in the survey, demonstrating good

engagement levels. As in previous years, the

survey included the question ‘how do you rate

Rotork as a place to work?’. This question scored

7.14/10 in 2024.

rotork.com Rotork Annual Report 2024133

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Annual statement by the Chair of the Remuneration Committee continued

Remuneration outcomes for 2024

continued

Annual bonus continued

The Committee was therefore satisfied that

thebonus award to the executive directors

wasaligned with Rotork’s key remuneration

principles and the performance of the business

and was appropriate and fair in comparison with

the wider workforce.

Under the Remuneration Policy, any annual

bonus awarded to executive directors greater

than 60% of maximum opportunity is deferred

in shares for three years under the Deferred

Annual Bonus Plan. Accordingly, in respect

ofthe annual bonus award for 2024, 41.85%

36.13% and 34.88% of salary (pro-rated

fortime served where relevant) for each of

KietHuynh, Ben Peacock and Jonathan Davis

respectively will be deferred in shares for three

years under the Deferred Annual Bonus Plan.

LTIP

The outturn for the 2022 LTIP award, which

vests in March 2025, is based equally on growth

in adjusted earnings per share (EPS), relative total

shareholder return (TSR) over three years and the

rate of growth in economic profit (a return on

invested capital measure) over the three financial

years to December 2024.

The outcomes of each of the performance

measures over the three-year period were as

follows. Adjusted EPS grew by 41.2% over

theperiod, exceeding the requirement of 35%

growth for maximum vesting, resulting in 100%

vesting for this part of the award. Rotork’s

relative TSR ranking within its comparator group

was insufficient for vesting of the TSR tranche.

Economic profit (ROIC) was £190.3m, exceeding

the target of £128.4m required for threshold

vesting, resulting in 67.4% vesting for this part

of the award. When taken together, this resulted

in an overall level of vesting of 55.8% for the

2022 LTIP award. Having reviewed share price

movements in the three-year period, the

Committee is satisfied that no windfall gains

were made in relation to the 2022 LTIP. The

Committee was also satisfied that no element

ofdiscretion needed to be applied against the

formulaic vesting outcomes.

During the year, LTIP awards were made to the

executive directors, a group of senior managers

and a number of less senior, high-performing

and talented employees. In accordance with

Policy, the award levels granted were 200% of

salary for the CEO and 175% of salary for the

CFO. No LTIP award was granted to Jonathan

Davis in 2024. The Committee will, at vesting,

aspart of its normal review of formulaic

remuneration outcomes, explicitly look at the

value of these awards relative to the shareholder

and employee experience over the same period.

All recipients accepted this in writing, as a

condition of receipt of the award.

Arrangements related to the

appointment of Ben Peacock as

ChiefFinancial Officer

As previously disclosed, certain elements of

BenPeacock’s remuneration from his previous

employer were bought out as part of Ben

beingappointed as Chief Financial Officer on

11March 2024. The arrangements were all in

line with the approved Remuneration Policy,

andfurther details of such arrangements can

befound on pages 143 and 144.

Overall level of remuneration in 2024

The Committee carefully considered the extent

to which the overall remuneration outturn for

executive directors, taking the salary review,

annual bonus and 2022 LTIP outturns together,

reflected the substantive performance of the

business and both the shareholder and employee

experience during the year. The Committee

wassatisfied that the overall outcome was fair,

appropriate and proportionate and in line with

the pay culture and approach within Rotork.

Full details of the targets and performance

against those targets for both the Annual Bonus

Plan and the 2022 LTIP are set out on pages

147to 150.

Looking forward to remuneration

in2025

The structure of remuneration in 2025 will be

consistent with that of 2024 and in accordance

with the current Remuneration Policy approved

by shareholders on 28 April 2023.

2025 Salary review

In reviewing the salaries of the executive

directors and Rotork Management Board, the

Committee was conscious that the average

increase for the wider workforce in the UK

(excluding promotions) was 3.9%. Following two

consecutive years of wider workforce salary

increases taking effect in January, the Company

took the decision to revert back to prior practice

and, therefore, any workforce salary increases

will now take effect from 1 April 2025. This

would re-align the timing of increases for the

workforce with (any) increases awarded to the

directors and Rotork Management Board. However,

to compensate those in theworkforce for the

time re-alignment (but not directors or senior

management), a one-off payment would be

made in April 2025, in lieu of a notional salary

increase for the first three months of the year.

Kiet Huynh, Chief Executive Officer

Kiet Huynh will receive a basic salary increase

of3.9%, in line with the wider UK workforce

increase (excluding promotions), taking his

salaryto £709,585, effective from 1 April 2025.

Ben Peacock, Chief Financial Officer

Ben Peacock was appointed as CFO with effect

from 11 March 2024, receiving an annual salary

of £430,000 from that date. As set out in last

year’s Remuneration Report, the Committee

intended that the first salary review would be

on1 April 2025. Since appointment, Ben has

developed and performed strongly in his role.

The Committee was also very conscious that

Ben’s starting salary was significantly below the

mid-market level, when benchmarked. Therefore,

the Committee has awarded Ben a basic salary

increase of 6%, taking his salary to£455,800,

effective from 1 April 2025. This is to ensure that

Ben’s salary does not fall too far below the

mid-market level. Following this increase, Ben’s

salary will be just below the lower quartile salary

level for CFOs of companies that have a similar

market capitalisation to Rotork.

2025 Chair and non-executive

directors’ fees

The Committee conducted a review of the

Chair’s and non-executive directors’ fee levels

against both relevant UK sector companies and

UK listed companies with a similar market

capitalisation to Rotork. As a result, the fee for

the Chair will increase by 18% from 1 April 2025.

The increase will bring the Chair’s fee to the

mid-market level against UK listed companies

with a similar market capitalisation to Rotork,

but would still be below that of the mid-market

level of relevant UK sector companies.

The non-executive director base fee and their

fees for additional responsibilities (excluding the

Senior Independent Non-executive Director fee)

will increase by 3.9% (in line with the wider UK

workforce increase (excluding promotions)) from

1 April 2025, as approved by the Board. The fee

for the Senior Independent Non-executive

Director will increase by 13.3% from 1 April 2025,

bringing the fee closer to the mid-market level of

relevant UK sector companies and the mid-market

level of UK listed companies with a similar

market capitalisation to Rotork. The Chair’s

andnon-executive directors’ fees effective

from1 April 2025 are set out on page158.

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2025 Chair and non-executive

directors’ fees continued

Pensions

In Rotork, the UK basic rate of pension is 9%

butas Rotork passes on savings in National

Insurance (NI) from the sacrificed salary to

employees, the majority pension contribution

rate in the UK is 10.24% at current NI contribution

levels. In accordance with the current Remuneration

Policy, the pension allowance for the executive

directors is aligned to the contribution available

for the majority of the wider workforce. As at

the date of this report, this is 10.24%. This rate

will increase to 10.35% for both the executive

directors and the wider UK workforce from

1April 2025, in line with the changes introduced

to increase UK employer NI contribution levels.

2025 Annual bonus opportunity

In line with the current Remuneration Policy

themaximum opportunity for Kiet Huynh and

Ben Peacock will be 150% and 125% of salary

respectively. The performance metrics, which

areunchanged from 2024, will be:

• Adjusted operating profit performance (60%

of opportunity) – the bonus plan is based on

the 2025 budget approved by the Board.

• Cash generation (15% opportunity) – the

target to achieve the maximum outturn will

remain at 110%, reflecting the importance of

the sustained focus on cash generation.

• ESG (10% of opportunity) – measures will be

aligned to the three pillars of the sustainability

strategy, as set by the Safety and Sustainability

Committee, but exclude environmental

emissions reductions which will be part of the

LTIP opportunity. Half of the opportunity will

continue to be based on the TRIR health and

safety measure, with a threshold set at 0.24

and a maximum at 0.20. The other half of the

opportunity will be split across quantitative

targets set to cover culture and employee

Annual statement by the Chair of the Remuneration Committee continued

engagement scores, and qualitative targets

focusing on environmental innovation,

particularly in relation to products.

• Strategic personal objectives (15% of

opportunity) – these will be set for the

executive directors with a focus on the

continued strategic development and

innovation of the business and delivery of the

Growth+ strategy.

In accordance with the Remuneration Policy, any

annual bonus payout in excess of 60% of the

maximum opportunity will be deferred in shares

under the Deferred Annual Bonus Plan.

As is usual, executive directors will be invited to

participate and must agree in writing to all the

conditions pertaining to the Annual Bonus Plan,

including those relating to malus and clawback

and to the post-cessation of employment

shareholding arrangements that will apply to the

portion of the annual bonus deferred in shares.

2025 LTIP

In line with the current Remuneration Policy, the

maximum opportunity for Kiet Huynh as CEO

and Ben Peacock as CFO will be 200% and

175% of salary respectively.

The structure of the 2025 LTIP performance

conditions and metrics (with a three financial year

performance period) will be as set out below:

• Adjusted EPS (30% of opportunity) – the

threshold and maximum are set at 9% and

35% growth over the 2024 adjusted EPS by

the end of 2027 respectively.

• Relative TSR (30% of opportunity) – the

maximum outturn will be achieved if TSR is

inthe topquartile relative to the constituents

oftheFTSE 350 Industrial Goods and

Servicessector.

• Economic profit (ROIC) (30% of opportunity)

– performance will be measured against the

long-term plan for the business. Maximum

award will require a growth rate over the

period equivalent to more than 11.2% CAGR

in profit after tax.

• Absolute reduction in scope 1 and 2 CO

emissions from a 2020 base (10% of

opportunity) – maximum performance will

represent a reduction of 50% by the end of

2027 which is at least as demanding as the

path required to meet the published 2030

SBTi target. Threshold performance will

represent a reduction of 46%.

The proportion of maximum earned at threshold

performance is no more than 25% for all

fourmeasures.

The LTIP awards will attract dividend equivalents

in the form of additional shares and will be

subject to the same post-vesting holding period

requirements. The awards will be made in the

normal course following the publication of the

full-year results and subject to the executive

directors agreeing in writing to all the conditions

under which the awards are made, including the

appropriate malus and clawback and post-cessation

of employment shareholding arrangements that

will apply to these awards.

Wider workforce remuneration matters

Our key remuneration principles provide the

foundation for a fair pay agenda at Rotork and

this has been reflected in our approach to pay

and remuneration during 2024.

We look to apply the key remuneration

principles, along with our Fair Pay Framework,

consistently through the business and we seek

toensure that there is consistency in how we

structure pay so that performance measures and

incentives reinforce the right behaviours in the

business. If specific actions are necessary to

satisfy governance expectations or are required

under the Remuneration Policy, these are made

once the right remuneration structure for the

business has been set.

Our Fair Pay Framework helps ensure standards

are met throughout our operations globally,

including ensuring our approaches and decisions

are non-discriminatory.

The Committee keeps the business’ performance

on any potentially discriminatory factors under

regular review. Gender pay gap metrics are

reviewed each year before they are published, as

is the gender-based distribution of pay increases,

promotions and bonus awards. We have also

focused our attention on pay and ethnicity and

the Committee now reviews these metrics in

addition to gender-related metrics. We have

again published our ethnicity pay gap alongside

our Gender Pay Report.

Recruitment processes are reviewed to help

remove potential bias in order to help the

business have access to the whole talent pool

and to help ensure that there is no bias against

any potential employees.

The Company considers employee participation

in the success of the business to be a key part

ofthe Company’s overall remuneration strategy

which aligns the interests of employees and

shareholders and helps to recruit, retain and

motivate employees at all levels within the

Group. The Company offers discretionary annual

bonus opportunities to all employees, regardless

of role, offers share ownership schemes where

practicable and delivers a profit-sharing

programme to the vast majority of employees.

The Committee believes that this approach

provides a meaningful and important incentive

to employees in promoting share ownership at

all levels in the Group.

Notwithstanding the considerable progress that

has been made, we set ourselves high standards

and will continue to review and update our

approaches and continue to commit to doing

the right thing. More details are provided in the

‘Making a positive social impact’ section on

pages 57 to 63.

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Annual statement by the Chair of the Remuneration Committee continued

How the Remuneration Committee

operates and note of thanks

The Committee is currently comprised of three

independent non-executive directors and was

comprised as such at all times throughout 2024.

Certain independent non-executive directors

either retired from or were appointed to the

Board of the Company during 2024, and

consequently, the Committee was reconstituted

during the year to reflect these changes. Andrew

Heath joined the Committee on 1 May 2024 and

has brought valuable insight. There is now a

stronger link between the Committee and the

Safety and Sustainability Committee, given

Andrew’s role as Chair and Karin’s role as member

of the Safety and Sustainability Committee.

I joined the Committee as Chair on 1 January 2025,

succeeding Tim Cobbold, who stepped down

from the Board on 31 December 2024. I would

like to express my thanks on behalf of the

Committee to Tim for his diligent work during

his time on the Committee, especially during

histenure as Committee Chair since April 2019.

The Committee meets a minimum of three

timesa year and would hold additional meetings

for any ad hoc business requirements that arise.

Members of the Committee also hold discussions

as required outside of the formal meetings.

During 2024, the Committee met formally four

times. Details of members’ attendance at each

of the meetings are provided on page 102. The

Group General Counsel & Company Secretary

acts as secretary to the Committee.

The Remuneration Committee is keen to ensure

that its deliberations and decisions are undertaken

in the fullest context of the business and taking

into account how employees across the Group

are rewarded, as well as ensuring that its

decisions are made in the most transparent

manner possible. To that end, the Committee

invites the Chief Human Resources Officer to its

meetings to provide this wider context and to

ensure that all its decisions remain aligned with

Rotork’s values and culture, which we seek to

nurture within the business as it achieves the

Growth+ strategy.

The Board Chair is invited to attend meetings

and provides input relating to the performance

and remuneration of the Chief Executive Officer

and Chief Financial Officer. The Chief Executive

Officer and Chief Financial Officer are invited

toattend parts of certain meetings but are

notpresent when their own remuneration is

considered. A representative from the Committee’s

remuneration advisers, Korn Ferry, attends

Committee meetings to provide independent

remuneration and ancillary governance advice.

I would like to note my thanks to Committee

members, past and present, for their important

contribution to the operation of the Committee

throughout 2024 and to all our colleagues across

the business for their hard work and support

during the past year.

Remuneration Committee evaluation

The Committee carried out an internally facilitated

review of its performance as part of the overall

internal Board and Committee evaluation in

2024 and its findings were discussed by the

Committee and the Board. Upon joining the

Committee as Chair at the start of the year,

Iwas pleased to learn that as part ofthe review

process, the Committee reviewed how it had

discharged its responsibilities. It was concluded

that the Committee continued to fulfil its duties

effectively and had worked through issues in a

focused and thoughtful way, whilst collaborating

when necessary with the other Board Committees

especially on matters such as financial performance

and assurance ofsustainability data relevant to

remuneration arrangements. Some opportunities

for continued improvement were identified as

part of the Committee’s performance evaluation.

The key areas of focus for 2025 are to ensure an

effective and smooth handover of the Chair’s

responsibilities and to ensure the continued quality

of discussions in relation to remuneration matters.

The Terms of Reference for the Remuneration

Committee were last reviewed in October 2024.

A copy of the current Terms of Reference

ispublished on Rotork’s website at:

www.rotork.com/en/investors/committees.

Svein Richard Brandtzæg

Chair of the Remuneration Committee

10 March 2025

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Implementation of our Remuneration Policy in 2024

Purpose Element Kiet Huynh (Chief Executive Officer) Ben Peacock (Chief Financial Officer) and Jonathan Davis (previous Group Finance Director)

Attract and retain high-calibre

executive directors

Salary

£666k Ben Peacock: £347k; Jonathan Davis: £131k

Benefits Benefits comprise a car allowance, personal accident and private medical insurance, cash amounts pursuant to the sale of any unused annual leave

allowance and life assurance. Ben Peacock also received contributions towards relocation costs such as flights, temporary accommodation, use of a

relocation company and shipping costs.

Pension Fixed at rate available to the majority of the workforce in the country in which the director operates. As at the date of this report in the UK this is

10.24% of salary. This rate will increase to 10.35% for the directors and the wider UK workforce from 1 April 2025, in line with the changes to

increase UK employer national insurance contribution levels.

Drive and reward short-term performance Annual bonus 150% of salary maximum (90% salary on target). 125% of salary maximum (75% salary on target).

Based on profit, cash generation, ESG and personal targets. There is a deferral of any annual bonus earned above 60% of the maximum opportunity

for three years in Rotork plc shares.

Incentivise long-term value creation and provide

alignment with shareholders

Long Term

Incentive

Plan(LTIP)

200% of salary performance share award. For Ben Peacock only: 175% of salary performance share award.

Based on adjusted earnings per share (EPS), relative total shareholder return (TSR), growth in economic profit assessed over a three-year performance

period (ROIC) and absolute reduction in scope 1 and 2 CO

emissions with targets aligned to the accredited, published 2030 SBTi targets. A two-year

post-vesting holding period applies, together with malus and clawback provisions.

Provide alignment with shareholders

Shareholding

requirements

350% of salary. 300% of salary.

Executive directors are required to build a shareholding equal to their variable pay opportunity within five years of appointment. A requirement to

hold 200% of salary in shares will apply for two years after cessation of employment (but does not apply to shares held which were purchased with

the executive’s own funds) subject to the shares having been acquired from share awards made after the approval of the 2020 Remuneration Policy.

Total remuneration opportunity at on-target performance £1,756k Ben Peacock: £1,025k

Actual total remuneration for 2024 £2,242k Ben Peacock: £1,150k; Jonathan Davis: £612k

1 Ben Peacock was appointed as Chief Financial Officer (an executive director) on 11 March 2024 and received buy-out awards as part of his joining arrangements, which are explained on page 144. Jonathan Davis stepped down from his role as Group Finance

Director (and as an executive director) following the conclusion of the AGM on 30 April 2024. Jonathan Davis remained with the Company as an employee, ensuring a smooth handover, until he retired on 10 September 2024.

2 The figure stated reflects the actual amounts received during the financial year. As at 31 December 2024, Kiet Huynh’s annual salary was £682,950 and Ben Peacock’s annual salary was £430,000.

3 Jonathan Davis did not receive an LTIP award during 2024.

Performance outcomes for the 2024 financial year

The table below sets out how the annual bonus and LTIP awards have vested for the financial year ended 31 December 2024 based on performance against target.

Award Measure Performance Kiet Huynh Ben Peacock and Jonathan Davis

2024 annual bonus • Profit (60%)

• Cash generation (15%)

• ESG (10%)

• Personal and strategic (15%)

• 51.4% achieved

• 15.0% achieved

• 8.5% achieved

• K Huynh: 13% achieved

• B Peacock: 14% achieved

• J Davis: 13% achieved

• 87.9% of maximum awarded • 88.9% of maximum awarded to

BenPeacock

• 87.9% of maximum awarded to

JonathanDavis

2022 LTIP award • EPS growth (33%)

• TSR (33%)

• Economic profit (33%)

• 100% of maximum

• 0% of maximum

• 67.4% of maximum

• 55.8% of maximum vesting • Jonathan Davis: 55.8% of

maximumvesting

1 Jonathan Davis’s 2022 LTIP award was also pro-rated for time served during the performance period.

Remuneration at a glance

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How our Remuneration Policy supports Rotork’s strategy

Our Remuneration Policy has been developed to enable Rotork to recruit and appropriately reward

an executive team of the calibre required to lead our global business to deliver the superior outcomes

for all our stakeholders. We aim to pay competitively against the talent pools from which we recruit

with a significant proportion of pay linked directly to the performance of the business and delivered

in Rotork’s shares to ensure strong long-term alignment with shareholders.

Our aim is to deliver strong and sustainable margins, consistent year-on-year growth in revenues and

profit and a high return on capital which, combined with our asset-light model, delivers strong cash

generation. The financial measures in our incentive plans reflect these priorities and our long-term

financial objectives. The introduction of explicit ESG measures during 2023 reflects the strategic

importance of ESG in Rotork.

Strategic priorities Bonus LTIP

Innovation • Strategic targets • Economic profit (ROIC) measure

Operational

excellence

• Cash generation measure and

personal performance targets

• Not applicable

Growth • Profit measure • Total shareholder return measure

• Earnings per share measure

Sustainability • ESG (including safety) measures

• Deferral into shares

• Malus and clawback provisions

• Five-year time horizon (three-year performance

period and two-year holding period)

• Malus and clawback provisions

• Absolute reduction in scope 1 and 2 CO

emissions with targets aligned to the accredited,

published 2030 SBTi targets

Remuneration at a glance continued

Performance measures

Performance measures are used to determine the extent of any awards made under the variable

elements of the executive directors’ remuneration, both annual bonus and LTIP. The performance

measures are selected because oftheir use as key performance indicators (KPIs) to assess Company

performance and to align the interests of the directors to those of the shareholders. Non-financial

KPIs constitute part of the annual bonus award and these are selected to ensure that performance

measured by financial KPIs is not delivered at the expense of important non-financial considerations,

specifically safety and sustainability.

The measures currently used each fulfil a distinct purpose as set out below:

Measure Used in Purpose

Adjusted operating profit Annual bonus Maintains focus on annual profits.

Cash generation Annual bonus Maintains discipline on managing inventory and receivables.

ESG measures Annual bonus Focus on health and safety, employee engagement,

diversity and product environmental impact.

LTIP Absolute reduction in scope 1 and 2 CO

emissions (2020

base year) with targets at least as demanding asthe path

required to meet the published 2030 SBTitarget.

Strategic objectives Annual bonus Provides a balance to financial delivery which reflects

activities that contribute to the longer-term success

oftheGroup. These include environmental targets.

Adjusted earnings per share LTIP Adjusted EPS is a key measure for analysts who cover

Rotork and reflects long-term growth in profits.

Relative TSR LTIP Reflects the long-term growth in the value of

shareholders’ investment in Rotork.

Economic profit (ROIC) LTIP Captures the cost of the capital required to operate the

business and instils discipline around capital usage into

financial decision making.

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Overview of the Remuneration Policy report

This section sets out a summary of Rotork’s

Directors’ Remuneration Policy (the Policy),

which was approved by shareholders in a

binding vote at the AGM held on 28 April 2023

and became effective on that date. The

Committee’s intention is that the current Policy

will operate for the three-year period up to the

AGM held in 2026. The full Policy can be

foundin the2022 Annual Reports and

Accounts, which isavailable on the Company’s

corporate website at the following location:

www.rotork.com/en/investors/financial-

reporting-centre.

Remuneration Policy report

Directors’ Remuneration Policy

Element of

remuneration

Purpose and how it supports

thestrategy How the element operates Maximum amounts payable Framework used to assess performance

Base salary

To attract and retain

executive directors of the

right calibre and provide

acore level of reward for

therole.

Salary levels (and subsequent salary increases) are set after taking into account

the responsibilities of the role, the value of the individual in terms of skills,

experience and personal contribution, Company performance, internal relativities

and pay conditions, and external market data (benchmarked against companies

of a similar size and complexity and other companies in the same industry sector).

The Remuneration Committee also considers the impact of any increase to

salaries on the total remuneration package.

Salaries are paid monthly and normally reviewed annually (salaries are normally

reviewed in February, with any changes effective from 1 April).

Details of the current salaries of the executive

directors are set out in the Annual Report

onRemuneration.

Normally, future salary increases will be no higher

than the average increase (as a percentage of

salary) applied to the UK workforce. However, the

Remuneration Committee retains the discretion to

award higher increases if appropriate (for example,

to reflect progression in the role or increased

experience of the individual).

N/A

Benefits

To attract and retain

executive directors of the

right calibre by providing

amarket competitive level

ofbenefit provision.

The range of benefits that may be provided is set by the Remuneration

Committee after taking into account local market practice in the country where

the executive director is based or has relocated from and suitable benefits,

including compensation for increased taxation where an individual is relocating

from one country to another.

Standard benefits for executive directors’ benefits comprise a car allowance,

personal accident insurance, private medical insurance and life assurance.

Additional benefits may be provided, as appropriate, including travel benefits

forexecutives working away from their home country.

Executive directors are also entitled to participate in all-employee share plans

onthe same basis as other employees based in the same country.

Any reasonable business related expenses may be reimbursed (including any

taxifdetermined to be a taxable benefit).

There is no prescribed maximum level, but the

Remuneration Committee monitors the overall cost

of the benefit provision to ensure that it remains

appropriately proportionate.

N/A

Pension

To provide a market

competitive remuneration

package to enable the

recruitment and retention

ofexecutive directors.

The Company may fund contributions to a director’s pension as appropriate.

Thismay include contributions to a money purchase scheme and/or payment

ofacash allowance where appropriate.

No higher than the percentage of salary available

to the majority of the workforce for the country

inwhich the executive director operates.

N/A

Key remuneration principles

The Remuneration Committee remains committed towards remuneration being:

• Performance driven, competitive and fair.

• Motivating, affordable and proportionate.

• Aligned to shareholders’ interests.

• Globally relevant and transparent.

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Remuneration Policy report continued

Element of

remuneration

Purpose and how it supports

thestrategy How the element operates Maximum amounts payable Framework used to assess performance

Annual bonus

Drives and rewards

performance against annual

financial and operational

goals which are consistent

with the medium to

long-term strategic needs

ofthe business.

Bonus up to 60% of the maximum opportunity is paid in cash. Any bonus

awarded in excess of 60% of the maximum is deferred into shares for three years.

Dividend equivalents may be paid on the deferred shares on vesting. The

Remuneration Committee retains discretion to adjust the number of deferred

shares in the event of a variation in the capital of the Company and/or to settle

the award in cash.

The maximum annual bonus opportunity is 150%

of salary.

Details of the current annual opportunity are set

out in the Annual Report on Remuneration.

For each measure, normally a sliding scale of

stretching targets is set by the Remuneration

Committee. The threshold level of bonus under

each financial measure varies but accounts for no

more than one third of the maximum bonus

opportunity under any single measure.

The annual bonus is focused on the delivery of

strategically important performance measures.

These include demanding financial and non-financial

measures. Financial measures will account for

themajority.

Under the terms of the bonus plan, the Remuneration

Committee has the discretion, in exceptional

circumstances, to amend previously set targets or

to adjust the proposed payout to ensure a fair and

appropriate outcome.

LTIP

To incentivise long-term value

creation and alignment with

shareholder interests.

The LTIP permits an award of shares to be granted which vests subject to

performance and continued employment. The LTIP awards will be granted in

accordance with the rules of the plan (which includes the ability to award

dividend equivalents on shares that vest) which were approved by shareholders

in2019, and the discretions contained therein.

Awards under the LTIP may be granted in the form of conditional shares,

forfeitable shares, nil-cost options or cash (where the award cannot be settled

inshares).

Directors must retain any shares vesting (net of tax) until the fifth anniversary

ofgrant.

The maximum LTIP opportunity is 200% of salary.

Details of the current award levels are set out in

the Annual Report on Remuneration.

Awards under the LTIP are subject to performance

conditions, measured over three financial years,

currently being adjusted EPS, economic profit and

TSR. Different measures may be used for future

award cycles.

A sliding scale of targets is set for each measure

with no more than 25% of the award (under each

measure) vesting for achieving the threshold

performance hurdle.

The performance targets are set prior to the grant

of each award. Different measures, targets and/or

weightings between measures may be set for

future award cycles.

Under the LTIP rules approved by shareholders,

theRemuneration Committee has the discretion

toamend the targets applying to existing awards

inexceptional circumstances providing the new

targets are no less challenging than originally

envisaged. The Remuneration Committee also has

the power to adjust the number of shares subject

to an award in the event of a variation in the capital

of the Company.

Shareholding

guideline

To provide alignment with

shareholders by requiring

executives to build and

maintain a meaningful

shareholding in Rotork.

The executive directors are also subject to a requirement during their period of

employment to build and maintain a shareholding in Rotork equivalent to the

combined annual award opportunity under their bonus and LTIP. It is expected

that this requirement will be achieved within five years of appointment.

Following the cessation of their employment, executive directors are required

toretain for a further two years any shares held that have vested to them under

the Group’s share plans after 24 April 2020 (subject to a maximum holding

requirement of 200% of final salary).

N/A N/A

Directors’ Remuneration Policy continued

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Remuneration Policy report continued

Element of

remuneration

Purpose and how it supports

thestrategy How the element operates Maximum amounts payable Framework used to assess performance

Chair and

non-executive

directors’ fees

To attract and retain

non-executive directors

ofthe right calibre.

Fees for the Chair and non-executive directors are normally reviewed annually.

Non-executive director fees are determined by the Chair and the executive

directors. The fees for the Chair are determined by the Remuneration Committee.

The fees for the non-executive directors comprise a basic Board fee, with

additional fees paid to the Senior Independent Non-executive Director,

Committee Chairs, the Non-executive Director for Workforce Engagement, and

other similar Board responsibilities. Additional fees may be paid for additional

temporary responsibilities.

Any reasonable business-related expenses may be reimbursed (including tax

thereon if determined to be a taxable benefit).

The maximum aggregate fee level is as specified

inthe Group’s Articles of Association

(currently£1,000,000).

The fee levels are set by reference to rates in

companies of comparable size and complexity.

Thefee levels are reviewed periodically taking into

account the responsibilities of the role and the

time commitment of the individual.

N/A

Malus and clawback

The payment of any bonus is at the ultimate

discretion of the Remuneration Committee

which also retains an absolute discretion to

reclaim or withhold some, or all, of any annual

bonus paid in exceptional circumstances, such

asmisstatement of results, an error in the

calculation of the performance targets and/or

award size, gross misconduct, reputational

damage and unreasonable failure to protect

theinterests of employees and customers.

The Remuneration Committee has similar power

in respect of the LTIP and may exercise discretion

to reclaim or withhold some, or all, of a vested

LTIP award in exceptional circumstances

(thespecified situations being the same as

forthe Annual Bonus Plan).

Discretion

The Remuneration Committee retains discretion

under the Policy to operate the incentive plans

inaccordance with their detailed rules, to amend

performance conditions of in-flight incentives

and yet to be granted LTIP awards and future

bonus awards. Annually, the Remuneration

Committee will assess whether it feels the

formulaic outcomes from the incentive plans

reflect the Company’s underlying performance

and retains the ability to alter those outcomes.

Differences between the

PolicyReportand the policy

onemployee remuneration

We use the same principles (as set out at the

start of this report) to determine pay for our

executives and everyone else who works at

Rotork. We recognise that it is appropriate for

asignificant proportion of executive directors’

remuneration to be contingent on the

performance of the Group, and that such

remuneration is at risk subject to the satisfaction

of stretching performance conditions. Executive

directors and other senior managers are invited

to participate in the LTIP under which shares

areawarded subject to performance conditions

over a three-year period. We are also widening

participation in our share-based long-term

incentive schemes within the organisation.

Executive directors and other senior managers

are also invited to participate in the annual

bonus scheme which will result in a bonus

payment being made if targets are achieved,

part of which for executive directors may be

deferred in shares. Alternative or additional

incentive plans may operate from time to time

for senior managers and/or other employees.

Employees share in the success of the Group

through a profit-based bonus plan which is

linked to the performance of their business unit,

Group performance and their own individual

performance. This is coupled with the

opportunity, for eligible employees, to receive

free shares from the Company, paid from the

Company’s profits.

Approach to recruitment remuneration

We recruit our most senior leaders from a global

talent pool and our Policy provides the flexibility

for such recruitment. Base salary levels for new

executives are set after taking into account the

experience and calibre of the individual and

theirexisting remuneration package. It may be

appropriate in certain circumstances to offer

asalary which is initially lower than the market

level but having a planned series of increases

tosuch salary over subsequent years subject to

individual performance. We will be clear as to our

intentions with a candidate if we intend to adopt

such an approach for a particular reward package.

Benefits will generally be provided in accordance

with the Policy. Where an executive is required to

relocate in order to take up his/her role, we may

offer relocation expenses and assistance and/or

ongoing expatriate benefits (including tax

equalisation), the nature of which would be

determined by the individual circumstances.

The structure and level of the ongoing variable

pay element will be in accordance with the

Policy. Different performance measures may

beset initially for the annual bonus, taking into

account the responsibilities of the individual,

andthe point in the financial year that the

executive joined.

In the case of an external hire, it may be

necessary to buy out certain elements of

remuneration from an executive’s previous

employer which would be forfeited on leaving

that employer. Where we do this, it will always

be subject to the principal consideration that

making such a buy-out is in the best interests

ofthe Group. Any such payment would be

structured to take into account the form (cash or

shares), timing and expected value (i.e. likelihood

of meeting any existing performance criteria) of

the remuneration being forfeited. Replacement

share awards, if used, may be granted using

Rotork’s existing share plans to the extent

possible, although awards may also be granted

outside of these schemes if necessary and as

permitted under the UK Listing Rules.

Directors’ Remuneration Policy continued

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Remuneration Policy report continued

Service contracts and policy on

payments for loss of office

Under the executive directors’ service contracts,

up to 12 months’ notice of termination of

employment is required by either party. Should

notice be served, the executive directors can

continue to receive salary, benefits and pension

for the duration of their notice period, during

which time the Company may require the

individual to continue to fulfil their current duties

or may assign a period of garden leave. The

Company applies a general principle of mitigation

in relation to termination payments and the

service contracts expressly include the use of

monthly phased payments following termination

in lieu of notice which can be reduced to the

extent that alternative remunerated employment

is found.

The service contracts also enable the Company

toelect to make a payment in lieu of notice

equivalent in value to 12 months’ base salary only.

In the event of cessation of employment, the

executive directors may still be eligible for a

bonus at the discretion of the Remuneration

Committee, on a pro-rata basis for the period of

time served from the start of the financial year

to the date of termination and not for any period

in lieu of notice. Different performance measures

(to the other executive directors) may be set for

the bonus for the period up until departure, as

appropriate, to reflect changes in responsibility.

Any unvested shares held under the deferred

Annual Bonus Plan will ordinarily vest on the

normal vesting date, save where the departure

isas a result of summary dismissal, in which

casethe awards will lapse on cessation of

employment. The Remuneration Committee may

also determine that the shares shall vest on an

earlier date (including the date of cessation) if

the Remuneration Committee, in its discretion,

considers that the circumstances of the cessation

merit early vesting of the awards.

The rules of the LTIP set out what happens

toawards if a participant leaves employment

before the end of the vesting period. Generally,

any unvested LTIP awards will lapse when an

executive director leaves employment except in

certain circumstances. If the executive director

ceases to be employed as a result of death,

injury, retirement, transfer of employment or any

other analogous reason, they may be treated as

a ‘good leaver’ under the plan rules. The shares

for a good leaver will vest subject to an assessment

of performance, with a pro-rata reduction to

reflect the proportion of the vesting period served.

Awards for a good leaver may then vest on the

normal vesting date, unless the Remuneration

Committee determines that they should vest

early (for example, following the death of

theparticipant). In determining whether an

executive director should be treated as a good

leaver and the extent to which their award

mayvest (up to the pro-rated amount), the

Remuneration Committee will take into account

the circumstances of an individual’s departure.

Outplacement services and reimbursement of

legal costs may be provided where appropriate.

Any statutory entitlements or sums to settle

orcompromise claims in connection with

atermination would be paid as necessary.

Outstanding share awards would ordinarily vest

early on a change of control of the Company.

Inthe case of unvested awards under the LTIP,

performance would be measured to the date

ofcontrol normally with a pro-rata reduction

toreflect the proportion of the vesting or

performance period served.

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

This part of the Directors’ Remuneration Report

has been prepared in accordance with Part 3 of

The Large and Medium-sized Companies and

Groups (Accounts and Reports) Regulations (as

amended) and Rule 6.6.6 of the UK Listing Rules

and explains how Rotork’s current Remuneration

Policy has been implemented during the year.

The Annual Statement and Annual Report on

Remuneration will be put to a single advisory

vote at the AGM on 2 May 2025.

Role of the Remuneration Committee

The principal role of the Remuneration Committee

is to establish the policy for remuneration of the

executive directors, the Rotork Management

Board (RMB) and the Board Chair, which is aligned

with the long-term success of the Company and

its shareholders. Italso oversees the principles

and structure of remuneration arrangements for

all employees across the Group, and seeks to

ensure that there is consistency across regions,

business lines and organisational levels. Where

possible, similar structures are used across the

Group, to ensure transparency. At all levels of

the organisation, in line with our remuneration

principles, we ensure that remuneration is

competitive and fair; at the executive level, this

means offering remuneration that is sufficiently

attractive to appropriately incentivise and retain

the leadership team to successfully run a complex

global business.

UK Corporate Governance Code -

Provision 40 disclosures

When developing the proposed Remuneration

Policy and considering its implementation,

theCommittee was mindful of the 2018 UK

Corporate Governance Code and considers

thatthe executive remuneration framework

appropriately addresses the following factors:

• Clarity – the Committee is committed

toproviding open and transparent

disclosuresregarding our executive

remuneration arrangements.

• Simplicity – remuneration arrangements for

our executives and our wider workforce are

simple in nature and well understood by both

participants and shareholders.

• Risk – the Committee considers that the

incentive arrangements do not encourage

inappropriate risk taking. Malus and clawback

provisions apply to annual bonus, LTIP and

DABP awards (and are accepted in writing by

those to whom the incentives are awarded).

The Committee has overarching discretion to

adjust formulaic outcomes to ensure that they

are appropriate.

• Predictability and proportionality – our Policy

illustrates opportunity levels for executive

directors under various scenarios for each

component of pay.

• Alignment to culture – any financial and

strategic targets set by the Committee are

designed to drive the right behaviours across

the business. The LTIP encourages our executives

to focus on making the right decisions for the

execution of our strategy and the creation

oflong-term shareholder value.

Priorities and activities of the

Remuneration Committee during 2024

Reviewed the application of our Remuneration

Policy to ensure it delivers a package that

is proportionate to the opportunity for

shareholders and aligned with their interests

• Set pay principles.

• Reviewed all elements of the Remuneration

Policy in order to ensure that it remains

globally relevant and fit for purpose and that

it aligns with (and supports) Rotork’s

culture

and values, and fits with our pay principles.

• Considered corporate governance

developments, including the incoming 2024

UK Corporate Governance Code, guidance

from institutional investors and external

remuneration trends, to ensure our

remuneration structures reflect prevailing

good practice.

• Developed the approach to the remuneration

structure for 2025.

• Reviewed the approach to the measurement

and assurance process for the environmental

measure for the 2024 LTIP awards, following

the introduction of the environmental

measure in 2023.

• Reviewed and agreed the performance

conditions and measures for the 2025

LTIPawards.

Set pay at a competitive level against the

external market and ensured remuneration

remained affordable and fair in the context

ofpay for all Rotork employees

• Reviewed the pay arrangements for

employees across the Group and considered

how these related to those for our senior leaders.

• Ensured that decisions on pay were in line

with Rotork’s Fair Pay Framework, which

guides Rotork’s reward policies, procedures,

systems and decision making globally in

support of the commitment to deliver fair

andcompetitive remuneration in line with

theremuneration principles.

• Set basic salary for executive directors and

members of the RMB for 2024.

• Reviewed the fee payable to the Chair.

Determined pay outcomes that are

performance driven

• Determined the bonus performance

outcomeagainst 2023 targets and

approvedbonus payments.

• Determined the LTIP vesting outcome against

2021 performance targets and approved vesting.

• Reviewed incentive plan outcomes and

evaluated whether it was appropriate for

discretion to be applied.

Ensured future pay is motivating, transparent

and aligned to shareholders’ interests

• Reviewed the terms of both bonus and LTIP

plans to ensure that they remain fit for

purpose and in line with developing practice

from a governance perspective.

• Selected the measures and set the performance

ranges for executive directors and other

members of senior management’s bonus

scheme for 2024. As mentioned in the 2023

report, for the 2024 bonus scheme, the

previous lost time injury rate (LTIR) measure,

which comprises half of the ESG measure

(10%) of the 2024 bonus opportunity, was

replaced with the best practice total recordable

incident rate (TRIR) health and safety measure,

for our executive directors and other members

of Rotork’s senior management’s bonus scheme.

• Approved the executive directors’ personal

objectives for 2024.

• Set LTIP performance targets and award levels

for executive directors and other members of

senior management for the 2024 LTIP.

Maintained transparency and clarity in

everything we do

Approved the Directors’ Remuneration Report

2023 and recommended that shareholders vote

in favour of the report at the Company’s 2024

Annual General Meeting.

Retirement of Jonathan Davis and appointment

of Ben Peacock

As disclosed in the 2023 report, during 2023

theCommittee reviewed and determined the

remuneration arrangements relating to the

retirement of Jonathan Davis as executive director

and Group Finance Director and the appointment

of Ben Peacock as executive director and Chief

Financial Officer. These arrangements were

implemented during 2024 and details of their

respective remuneration arrangements are

summarised below and detailed within the

relevant sections of this report.

Annual Report on Remuneration

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Annual Report on Remuneration continued

Appointment of Ben Peacock as executive

director and Chief Financial Officer

Ben Peacock was appointed as an executive director

and Chief Financial Officer on 11 March 2024

(the Appointment Date). Effective from his

Appointment Date, Ben Peacock received an

annual base salary of £430,000, which was

pro-rated for time served at the Company during

the year. The first salary review was not intended

to be undertaken before 1 April 2025. Details

relating to Ben’s first salary review, effective

from 1 April 2025, are set out on page134.

The benefits that Ben Peacock has received

sincehis Appointment Date remain in line with

Rotork’s current Remuneration Policy. These

comprise a pro-rated annual non-pensionable

car allowance of £13,584 (which can only be

used towards acquiring an electric, hybrid or

low-emission vehicle), alongside personal

accident and private medical insurance and life

assurance. Ben Peacock’s pension allowance,

which he has received on a pro-rata basis since

his Appointment Date, was fixed at the rate

available to the majority of the workforce in

theUK, being 10.24% of base salary.

Ben Peacock was eligible to participate in the

discretionary annual bonus scheme with his

maximum opportunity being 125% of base

salary for 2024, pro-rated for time served during

the year. The outcome of the 2024 bonus

opportunity is detailed on pages 147 to 148. Ben

Peacock was also eligible to participate in the

LTIP, with his participation level being up to

175% of base salary. The details of the LTIPs

granted to Ben Peacock during the year, and the

performance conditions attached to such LTIPs

are set out below on page 150. In line with the

approved Remuneration Policy, Ben Peacock is

also entitled to participate (as and when he

becomes eligible to do so) in the all-employee

share plans operated by the Company, which

currently include the UK Share Incentive Plan

(SIP) (partnership and free shares) and the UK

Sharesave schemes. During the year,

BenPeacock elected to participate in the

Company’s UK Sharesave scheme, and details of

the Sharesave options granted to Ben on

4October 2024 are disclosed below on page

151. In line with the SIP share plan rules,

BenPeacock was not eligible to receive an award

of free shares under the SIP share plan during

2024, as he had not met the length ofservice

requirement.

As previously disclosed, certain elements of

BenPeacock’s remuneration from his previous

employer were bought out and these arrangements

were all in line with the approved Remuneration

Policy. A cash payment of £140,568 was made

to Ben in March 2024, the amount being the

equivalent to the amount of cash bonus that

Benwas forecast to lose upon leaving his former

employer. Within last year’s Annual Report on

Remuneration, the Company also confirmed that

it intended to grant Ben Peacock a conditional

share award over ordinary shares in Rotork plc

tothe value of £230,000, to compensate for

awards that Ben forfeited as a result of leaving

his former employer. In determining the structure

of the awards granted to Ben, the form, timing

and expected value of the forfeited awards were

considered. On 11 April 2024, Ben Peacock was

granted conditional share awards over an aggregate

of 70,640 ordinary shares in Rotork plc. The

number of conditional share awards granted was

calculated using the average of the market close

price for Rotork plc ordinary shares for the five

days prior to grant, being £3.2624 per ordinary

share. The awards were made subject to malus

and clawback provisions, which were accepted

in writing at grant, and Ben’s continued

employment (subject to market-standard good

leaver provisions). The conditional share awards

granted to Ben vest in three tranches, the initial

tranche having vested on 11April 2024, with

8,811 ordinary shares being transferred to

Benon the same date. A further 31,897

conditional shares are expected to vest on

11April 2025 and the final tranche of 29,932

conditional shares are expected to vest on

18April 2026.

The Company has also made tax support for up

to three tax years available to Ben Peacock, to

assist with advice and support in completing tax

returns in both the UK and US. This support

remains subject to an annual cap of £10,000 to

be paid directly to the provider. During 2024 no

such support was claimed for. Contributions

towards relocation costs (subject to caps) from

the US to a location within 25 miles of Bath (UK)

have also been provided to Ben Peacock during

the year. During 2024 such relocation costs have

included flights, temporary accommodation,

useof a relocation company, shipping costs and

payment of incidentals against receipts. The

amounts received by Ben are disclosed as

required on page 145.

Retirement of Jonathan Davis

asexecutive director and Group

Finance Director

Jonathan Davis stepped down from his role as

Group Finance Director on 11 March 2024, when

Ben Peacock joined the Board as Chief Financial

Officer. Jonathan remained appointed as an

executive director until the conclusion of the

Company’s 2024 AGM, held on 30 April 2024,

stepping down from the Board on this date.

Jonathan continued as an employee of Rotork

until 10 September 2024 (being Jonathan’s

Retirement Date). Jonathan’s remuneration

arrangements were all in line with the approved

Remuneration Policy. The amounts received by

Jonathan until 30April 2024 are set out below in

the single figure table and related notes on page

145. Details of the payments Jonathan received

as an employee of Rotork during the period

1May 2024 to his Retirement Date are detailed

on page 146.

Jonathan received a base salary increase of 4.2%

with effect from 1 April 2024, which was in line

with the UK average salary increase of the UK

workforce (received from 1 January 2024), taking

Jonathan’s base salary to £406,480. This was

pro-rated for time served during the year until

his Retirement Date. The Committee confirmed

in last year’s report that Jonathan would be

eligible to be considered for the 2024 annual

bonus award. Jonathan received a pro-rated

annual bonus in relation to the time Jonathan

was appointed as an executive director during

2024 of £145k. £99k of which was paid in cash

and £46k of which was deferred into shares for

three years. Such figures are included within the

single figure table below.

In accordance with the respective share plans,

Jonathan was granted good leaver status with

respect to his existing DABP awards and the

2022 and 2023 LTIP awards that are due to vest

after his Retirement Date. Jonathan’s existing

LTIP awards were pro-rated for the period until

his Retirement Date and remain subject to the

achievement of the required performance

conditions, a two-year holding period and the

relevant rules. Jonathan was not granted any

LTIP awards in 2024. His outstanding awards

under the DABP and LTIP are shown on page

152. Any vesting of Jonathan’s share awards,

together with such dividend entitlements to

besettled in the form of additional shares,

continue to remain subject to the post-departure

shareholding requirements for executive

directors (up to 200% of salary for two years

from Jonathan’s Retirement Date).

Jonathan’s ability to participate in the Company’s

SIP fell away at his Retirement Date. Any shares

held within the SIP trust on Jonathan’s behalf

were removed from the trust following his

Retirement Date.

No payments for loss of office of the type specified

in Section 430(2B) of the Companies Act 2006

have been made to Jonathan Davis. The relevant

remuneration information will continue to be

included in Rotork’s Directors’ Remuneration

Report going forwards, asrequired.

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Annual Report on Remuneration continued

Single figure of remuneration for 2024 and 2023 (£000) (audited)

The tables below set out the single figure remuneration for the directors of Rotork for 2024 and 2023.

Executive directors (£000) (audited)

Salary Benefits

(i)

Annual bonus

(ii)

LTIP

(iii)

SIP

(iv)

Other items in the

nature of

remuneration

(v)

Pension and

related benefits

(vi)

Total remuneration Total fixed pay Total variable pay

Name 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023

Current executive directors:

Kiet Huynh 666 600 23 22 879 877 602 20 4 4 — — 68 61 2,242 1,584 757 683 1,485 901

Ben Peacock

347 — 13 — 386 — 230 — — — 141 — 33 — 1,150 — 393 — 757 —

Former executive director:

Jonathan Davis

131 385 12 15 145 467 306 77 4 4 — — 13 42 612 990 157 442 455 548

1 Ben Peacock was appointed Chief Financial Officer on 11 March 2024.

2 Jonathan Davis stepped down as a director on 30 April 2024. Jonathan’s fixed salary and benefits (including those related to pension) reflect the period that Jonathan was in role as an executive director.

(i) The benefit value comprises car allowance and/or benefit in kind value of company car, where applicable, private medical insurance and any cash amounts received pursuant to the sale of unused annual leave allowance in line with the Company’s Annual

Leave Trading Scheme Policy, which is available to all employees.

(ii) Of the maximum bonus opportunity, the following applied: for Kiet Huynh, £600k was paid in cash with £279k deferred into shares for three years; for Ben Peacock, £261k was paid in cash, with £125k deferred into shares for three years; and for Jonathan

Davis, £99k was paid in cash with £46k deferred into shares for three years.

(iii) The 2024 figure relates to the 55.8% vesting of the 2022 LTIP award based on performance to 31 December 2024. These awards are not eligible to vest until 24 March 2025 and, as such, an indicative share price of 321.0p (being the average closing share

price over the three-month period to 31 December 2024) has been used for the purposes of valuing these awards. This value will be restated in next year’s report. The 2023 figure relates to the 2021 LTIP award, which vested at 13.8% on 25 March 2024.

Inlast year’s report the value of these awards was calculated using the average closing share price over the three-month period to 31 December 2023, being 309.5p, and, this year, the figures have been updated using the closing price on the date of

vesting, being 326.40p. Dividend equivalents were applied to the vested 2021 LTIP awards, calculated using the same share price, on a reinvestment basis. On 11 April 2024, conditional share awards over an aggregate of 70,640 ordinary shares in Rotork plc

were granted to Ben Peacock. The conditional share awards vest in three tranches based on continued service only and so they are included in the LTIP column. The value ascribed to such awards is the average five-day closing share price of 326.24p.

(iv) Face value of SIP free share awards made during the year.

(v) Comprises a cash payment equivalent to the amount Ben Peacock was forecast to lose resultant to leaving his former employer.

(vi) Comprises payments in lieu of pension contributions.

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Annual Report on Remuneration continued

Single figure of remuneration for 2024 and 2023 (£000) (audited) continued

Chair and non-executive directors (£000)

Base fees

Additional fees/

remuneration Total remuneration

Name 2024 2023 2024 2023 2024 2023

Current Chair and non-executive directors:

Dorothy Thompson

(i)

268 194 — — 268 194

Svein Richard Brandtzæg

(ii)

7 — — — 7 —

Andrew Heath

(iii)

49 — 7 — 56 —

Karin Meurk-Harvey 64 61 — — 64 61

Vanessa Simms

(iv)

34 — — — 34 —

Janice Stipp 64 61 13 11 77 72

Former non-executive directors:

Ann Christin Andersen

(v)

21 61 3 7 24 68

Tim Cobbold

(vi)

64 61 33 18 97 79

Peter Dilnot

(vii)

— 61 — 11 — 72

Martin Lamb

(viii)

— 84 — — — 84

(i) Dorothy Thompson was appointed as Chair with effect from 1 May 2023. The2023 fees shown are pro-rated for time

servedas Chair with Dorothy Thompson’s fee also including her pro-rated non-executive base fee from 1January 2023

to30April 2023.

(ii) Svein Richard Brandtzæg was appointed to the Board on 20 November 2024.

(iii) Andrew Heath was appointed to the Board on 1 April 2024.

(iv) Vanessa Simms was appointed to the Board on 21 June 2024.

(v) Ann Christin Andersen stepped down from the Board on 30 April 2024.

(vi) Tim Cobbold stepped down from the Board on 31 December 2024.

(vii) Peter Dilnot stepped down from the Board on 31 December 2023.

(viii) Martin Lamb stepped down from the Board on 30 April 2023.

The additional fees referred to above are the supplementary fees paid in cash to the Chairs of

theAudit, Remuneration and Safety and Sustainability Committees, the Senior Independent

Non-executive Director and the designated Non-executive Director for Workforce Engagement.

Alldirectors have confirmed that, save as disclosed in the single figure of remuneration table above,

they have not received any other items in the nature of remuneration.

Total pension entitlements (audited)

No director participates in, or has a deferred benefit under, a defined benefit pension scheme.

Inaccordance with the current Remuneration Policy, the executive directors receive a cash allowance

in lieu of pension at the level of the majority of the workforce, being 10.24% from 1 January 2024.

Payments to former directors and for loss of office (audited)

Jonathan Davis stepped down as an executive director of Rotork plc following the conclusion of the

Company’s 2024 AGM on 30 April 2024. In order to ensure an orderly handover, Jonathan remained

employed by Rotork until his Retirement Date on 10 September 2024. During the 4 month and 10

day period as an employee, Jonathan continued to receive a base salary, benefits (including pension),

and remained eligible to receive an annual bonus for 2024. The amounts Jonathan received during

the period were as follows: base salary £146,437, benefits (including pension) of £20,298 and the

cash element of the annual bonus (pro-rated for time) of £109,111. Jonathan remained eligible to

participate in the Company’s SIP, including the ability to purchase monthly partnership shares under

the SIP to a maximum of £150 per month. However, all shares held by Jonathan pursuant to the

Company’s SIP were removed from the SIP trust shortly after Jonathan’s Retirement Date. Jonathan

Davis continues to hold LTIP awards granted in 2022 and 2023, which are due to vest on 24 March 2025

and 24 March 2026 respectively. The extent to which Jonathan’s 2022 LTIP award lapsed due to time

pro-rating and will vest or lapse due to satisfaction of the performance conditions attached to the

awards are set out below on page 149. Jonathan’s 2023 LTIP awards remain subject to performance

conditions and have been pro-rated for time served. There are no payments for loss of office for

Jonathan Davis.

Kevin Hostetler stepped down as an executive director during 2022. The 2021 LTIP award vested on

24 March 2024, with details set out in last year’s report. 381,271 LTIP awards were originally granted

on 24 March 2022, with 372,922 of such awards lapsing due to pro-rating for time served up to his

date of leaving Rotork, being 17 April 2022. The 8,349 awards that remain will vest at 55.8% (4,659

awards) on 24March 2025. Additional shares, representing accrued dividends in the period, will be

added upon vesting. Kevin will be required to retain the vested number of shares (net of tax and

social security) for a further period of two years.

Other than as set out above, no other remuneration payment or any payment for loss of office of

thetype specified in Section 430(2B) of the Companies Act 2006 has been made to Kevin Hostetler

or Jonathan Davis. The relevant remuneration information will continue to be included in Rotork’s

Directors’ Remuneration Report in subsequent years, as appropriate. No other payments were made

to former directors or for loss of office during the year.

Rotork Annual Report 2024 rotork.com146

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Annual Report on Remuneration continued

Annual bonus for 2024

Bonuses in 2024 were based on 60% on annual profit, 15% on cash generation, 10% on ESG

measures (including total recordable incident rate (TRIR)), and 15% on personal strategic objectives.

Details of performance achieved against the targets set are shown below.

Performance

required to trigger

bonus payment

Performance

required at

maximum

% payable

at maximum

performance

Performance

outcome

% bonus

awarded

Annual profit target £150m £184m 60% £178.4m 51.4%

Cash generation 85% 110% 15% 119% 15.0%

ESG measures:

environmental innovation,

culture & engagement

See below See below 5% See below 3.5%

Total recordable incident rate 0.26 0.23 5% 0.22 5%

Total 85% 75%

ESG bonus measures comprise: environmental innovation in product and customer focus to reduce

environmental impact (2%), employee engagement (2%) and culture (1%). The product and customer

innovation performance was sufficient to deliver the full 2%. The employee engagement score of

7.1met the threshold target rate of 7.1, delivering 1% of bonus. The culture score of 42% diversity

incandidates filling available roles at Rotork Management Board level and the tier below exceeded

the threshold target range of 40%, delivering 0.5% of bonus.

Personal strategic objectives, which accounted for 15% of the bonus opportunity, were set at the

start of the year for Kiet Huynh and Jonathan Davis and upon joining the Company for Ben Peacock.

The Remuneration Committee set specific and measurable targets covering a range of the Company’s

strategic priorities and assigned each an individual weighting. Performance against each of the

defined targets was assessed by the Remuneration Committee with input from the Chair and other

non-executive directors.

The objectives for all of the executive directors and the performance against them are summarised

inthe table below.

Kiet Huynh Performance summary

% payable

at maximum

% bonus

awarded

Business strategy andvision Various initiatives were undertaken to ensure

that Rotork’s Growth+ strategy continued to

deliver results and evolve (both organically

and inorganically), whilst also ensuring

alignment of the business strategy to the

macro environment, global megatrends and

key stakeholders. The Board were kept fully

updated on all aspects of such continual

strategic refinements and evaluations via

regular presentations.

3.0% 3.0%

Growth+ strategy implementation, including: 12.0% 10.0%

Customer value Delivered improved customer satisfaction

through a range of commercial and

operational improvements, evidenced by a

range of metrics and initiatives.

Innovative products

andservices

Key new products that complement the end

market growth requirements were successfully

launched to market.

People initiatives and

cultureevolution

A range of people initiatives and steps

forming part of Rotork’s cultural evolution

were achieved, including work to define

Rotork’s core cultural DNA by identifying the

key behaviours which will drive success.

Deliver further efficiencies via

the use of digital technology

Continued progress on the implementation

plan to deliver the new ERP at various Rotork

sites, thereby increasing efficiencies and

decision making. Continued enhancement

ofthe ERP subsidiary blueprint in line with

implementation plan.

Total 15.0% 13.0%

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Annual Report on Remuneration continued

Annual bonus for 2024 continued

Ben Peacock Performance summary

% payable

at maximum

% bonus

awarded

Finance strategy to

supportGrowth+

A detailed strategic review of the finance

function was undertaken to identify

opportunities for improving automation and

controls in support of the delivery of Growth+.

3.0% 3.0%

Implement finance and technology initiatives, including: 12.0% 11.0%

Data Strategy Various initiatives were completed as part of

the development of a detailed data strategy

inorder to ensure that data was leveraged to

support the Growth+ strategy. This included

enhancements to the core data architecture.

Control environment Continual enhancements were made to

Rotork’s existing control environment, to

ensure that the Business Control Framework

and related governance remained fully up to

date, and remained embedded within the

organisation globally.

Financial forecasting

andreporting

A review was undertaken, and outcomes

implemented to improve the forecasting

andbudgeting process and associated

management reporting.

Deliver further efficiencies via

the use of digital technology

Continued progress on the implementation

plan to deliver the new ERP at various Rotork

sites, thereby increasing efficiencies and

decision making, whilst ensuring that controls

are effectively implemented. Continued

enhancement of the ERP subsidiary blueprint

in line with implementation plan. The Board

have been kept fully updated on the delivery

programme and budget.

Total 15.0% 14.0%

Jonathan Davis Performance summary

% payable

at maximum

% bonus

awarded

Handover to incoming CFO A comprehensive handover was completed

with Ben Peacock to support a successful CFO

transition process, which covered all aspects

of the finance and investor relations functions

(both strategic and operational) and

introductions to key external advisers.

8.0% 8.0%

Implementation of certain discrete financial and strategic projects: 7.0% 5.0%

Continued derisking of the UK

defined benefit pension scheme

Following Board approval, the UK defined

benefit pension scheme was derisked via

abulk annuity purchase

Inorganic growth proforma Proforma templates to support the

inorganicgrowth were developed to

supportthe continued implementation of

theGrowth+ strategy and Rotork’s capital

allocation framework.

Control environment Oversight of the Business Control Framework

reviews that were scheduled, alongside

afeedback gathering exercise to ensure

continued evolution of the framework based

on lessons learned.

Total 15.0% 13.0%

Rotork Annual Report 2024 rotork.com148

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Annual Report on Remuneration continued

Annual bonus for 2024 continued

Having reviewed the performance of the business against these targets, including the personal

objectives, set either at the start of the year or upon joining the Company during the year (in Ben

Peacock’s case) the Committee decided that the level of payout, expressed in percentage of maximum

opportunity, should be 131.85% for Kiet Huynh, 111.13% (on a pro-rata basis) for Ben Peacock and

109.88% (on a pro-rata basis) for Jonathan Davis with no need for discretion to be applied. Asa

result, the 2024 bonus opportunity paid out for Kiet Huynh at 90%, for Ben Peacock at 75% and for

Jonathan Davis at 75% of 2024 salary (pro-rated for time served during the year for Ben Peacock and

Jonathan Davis), with 41.85% of salary for Kiet Huynh, 36.13% of salary for Ben Peacock and 34.88%

of salary (as at his Retirement Date) for Jonathan Davis (pro-rated for time served in Ben Peacock’s

and Jonathan Davis’ case) being deferred in shares under the Deferred Annual Bonus Plan respectively

with the details shown below.

Deferred Annual Bonus Plan (DABP) awards (audited)

Any bonus earned above a threshold of 60% of the maximum is deferred into share awards under

the Deferred Annual Bonus Plan, vesting on the third anniversary of grant. No further performance

conditions apply; DABP awards are subject to continued employment only and dividend equivalents

may be paid on the deferred shares on vesting. Of the 2024 bonus award, 41.85% of salary for

KietHuynh, 36.13% of salary for Ben Peacock (pro-rated for time served) and 34.88% of salary

(asat his Retirement Date) for Jonathan Davis (pro-rated for time served) will be deferred into shares

in Rotork plc for three years under the Deferred Annual Bonus Plan and are not subject to any

additional performance conditions. Of such amounts, Kiet Huynh will defer £279k, Ben Peacock

willdefer £125k and Jonathan Davis will defer £97k (of the total 2024 bonus amount awarded

forthe period during which Jonathan Davis was employed during the year).

LTIP awards vesting based on performance to 31 December 2024 (audited)

The LTIP rewards performance against the principal measures of Rotork’s long-term financial success.

Performance is measured over a three-year period using a combination of adjusted EPS, relative TSR

compared to a peer group and economic profit growth (ROIC).

The economic profit metric (ROIC) measures the post-tax profitability of the Group after a charge

hasbeen taken for the combined capital used (both debt and equity) within the business. The charge

is calculated using the weighted average cost of capital based on average capital employed in the

period. In determining capital employed, cumulative amortised goodwill and long-term pensions

liabilities are adjusted for. In determining the economic profit, adjustments are made for restructuring

costs and also, when material, for M&A activity and exchange rates movements. The target is set by

using the latest long-term financial plan approved by the Board. It targets a rate of growth of the

average economic profit over the three years of the plan over the three years preceding the plan period.

Themeasure captures the extent to which the business has earned a return above the cost of capital.

It has been shown in many other capital-intense businesses to drive improved decision making,

particularly when evaluating large-scale investment decisions, and was introduced at Rotork in 2017.

The LTIP awards granted on 24 March 2022 had a three-year performance period, which ran

from1January 2022 to 31 December 2024 and such awards were subject to the following

performance targets:

Measure Weighting Performance period Threshold target

Stretch target

(100% vesting) Performance outcome

Adjusted earnings

per share growth

(i)

33% 01/01/22

– 31/12/24

9% (25% vesting) 35% or more Adjusted EPS grew

by 41.2% over the

period, exceeding

the stretch target

of 35% for a

maximum payout.

This resulted in

100% vesting of

this tranche

TSR relative to the

constituents of the

FTSE 350 Industrial

Goods and

ServicesSector

33% 01/01/22

– 31/12/24

Median ranking

(25%vesting)

Upper quartile

ranking

andabove

Rotork’s relative

TSR ranking within

its comparator

group was

insufficient for this

tranche to vest.

Economic profit

growth (ROIC)

33% 01/01/22

– 31/12/24

Three times

the2021

economic profit

(0% vesting)

81% growth

onthreetimes

the 2021

economic profit

Economic profit

increased over the

measurement

period, exceeding

the threshold level

but not reaching

the stretch target.

This resulted in

67.4% vesting

ofthis tranche.

(i) For performance between threshold and stretch, awards vest on a pro-rata basis.

During the three-year performance period, adjusted EPS grew by 41.2%. Relative TSR performance

inthe period was insufficient for vesting. Economic profit growth (growth in profit ahead of the

return demanded by the weighted average cost of capital) increased over the performance period

by48.2%. The Remuneration Committee, therefore, approved the vesting of 55.8% of the shares

awarded under the 2022 cycle to executive directors as set out below.

2022 LTIP award

Grant date

Number of shares

under award

Number of

shares vesting

Number of shares

lapsing

Vesting/

lapse date

Kiet Huynh 24 March 2022 335,939 187,454 148,485 24 March 2025

Jonathan Davis

(i)

24 March 2022 192,246 95,412 96,834 24 March 2025

(i) Of the total number of shares lapsing, 21,256 lapsed due totime served during the performance period up to Jonathan’s

Retirement Date and 75,578 lapsed due to non-satisfaction of performance conditions attached to the award.

rotork.com Rotork Annual Report 2024149

Strategic report Corporate governance Finan ial statements

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Share awards granted in 2024 (audited)

LTIP awards (audited)

The following LTIP awards were made to the executive directors on 21 March 2024. These grants

were made at the levels permitted under the current Remuneration Policy.

awards made

during 2024

(i)

Basis on which

awards made

Face value of

award (£)

(ii)

Percentage

vesting

for minimum

performance

(iii)

End of

performance

period Vesting date

Kiet Huynh 377,4 6 4 200% of

salary

£1,232,797 15.0% 31 December

2026

21 March

2027

Ben Peacock 230,404 175% of

salary

£752,500 15.0% 31 December

2026

21 March

2027

(i) Awards to both Kiet Huynh and Ben Peacock were made as nil-cost options.

(ii) The share price used to determine the number of shares under the awards was 326.6p, being the average share price

overthe five market days immediately preceding the date of the award.

(iii) Vesting if the minimum performance on adjusted EPS, TSR, capital return (economic profit) and ESG conditions are

achieved. Theperformance measures are:

a 30% based on adjusted earnings per share – adjusted EPS growth must be at least 9% for 25% vesting, increasing on

astraight-line basis to full vesting for EPS growth of 35% and above;

b 30% based on relative total shareholder return – measured relative to the constituents of the FTSE 350 Industrial Goods

and Services Sector, with 25% vesting for median performance, increasing on a straight-line basis to full vesting for

upper quartile performance and above;

c 30% based on economic profit – measures the profitability of the Group after a charge for the overall level of capital

(based on the total capital used and calculated using the weighted average cost of capital) is subtracted. It is measured

on a cumulative basis, over the three-year performance period. No payout will be received for a negative economic

profit. The threshold target (at which 0% vests) requires average economic profit over the three-year period to exceed

that generated in 2023 and the maximum target has been set such that it will require double-digit growth in post-tax

profits alongside improved balance sheet efficiencies. Details of the exact targets are considered by the Remuneration

Committee to be commercially sensitive. However, full details of the targets and how economic profit has been

calculated will be disclosed on vesting; and

d 10% ESG measures – 10% based on an absolute reduction in scope 1 and 2 CO

emissions with targets at least as

demanding as the path required to meet the published 2030 SBTi targets.

Conditional share awards (audited)

The following conditional share awards were granted to Ben Peacock on 11 April 2024. These grants

were made at levels permitted within the current Remuneration Policy. As disclosed in the 2023

Annual Report on Remuneration, the conditional share awards were granted to facilitate the

recruitment of Ben Peacock and compensate Ben for share awards forfeited as a result of leaving

hisprevious employer. The conditional share awards were granted subject to malus and clawback

provisions, which were accepted by Ben in writing at grant, and continued employment (subject

tomarket-standard good leaver provisions). The conditional share awards are not subject to any

performance conditions (replicating those forfeited) but a two-year post-vesting holding period applies.

Share awards made

during 2024

(i)

Face value

of award (£) Vesting date

Ben Peacock 8,811 £28,745 11 April 2024

31,897 £104,061 11 April 2025

29,932 £97,650 18 April 2026

(i) The share price used to determine the number of shares under the awards was 326.24p, being the average share price over

the five market days immediately preceding the date of the award. The first tranche vested on 11 April 2024, and the ordinary

shares were immediately transferred to Ben Peacock.

SIP share awards (audited)

In common with all eligible employees, UK-based executive directors receive an entitlement to

ordinary shares under the SIP. Under the SIP, an aggregate total of up to 4% of profits are distributed

to employees each year in the form of ordinary shares. The distribution is calculated by reference to

years of service and basic salary, capped at £3,600. Details of free share awards under the SIP made

to executive directors in 2024 are set out below.

Free share awards made during the year

Face value

of award (£)

Date of grant Number Basis on which award made

Kiet Huynh 8 April 2024 1,105 Non-performance based £3,600

Jonathan Davis

(i)

8 April 2024 1,105 Non-performance based £3,600

(i) Jonathan Davis retired as a director of the Company with effect from 30 April 2024. Jonathan remained an employee

ofRotork until 10 September 2024, after which shares were removed from the SIP Trust.

The executive directors are also eligible to elect to purchase monthly partnership shares under the

SIPup to a maximum of £150 per month.

Annual Report on Remuneration continued

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Annual Report on Remuneration continued

Summary of outstanding share awards held by executive directors (audited)

Awards held at

31 December 2023

Granted

in the year

Lapsed in

the year

Awards exercised

in the year

Awards held at

31 December 2024 Performance period

Exercise

price Date of grant Vesting date End of holding period

Kiet Huynh

LTIP

(i)

43,681 — 37,653 — 6,028 1 Jan 2021–31 Dec 2023 — 24 March 2021 24 March 2024 24 March 2026

LTIP

(i), (iii)

335,939 — — — 335,939 1 Jan 2022–31 Dec 2024 — 24 March 2022 24 March 2025 24 March 2027

LTIP

(i), (iv)

358,586 — — — 358,586 1 Jan 2023–31 Dec 2025 — 24 March 2023 24 March 2026 24 March 2028

LTIP

(i), (iv)

— 377,464 — — 377,46 4 1 Jan 2024–31 Dec 2026 — 21 March 2024 21 March 2027 21 March 2029

DABP

(ii)

— 104,067 — — 104,067 N/A — 11 March 2024 11 March 2027 11 March 2029

SIP 991 — — 991 — N/A — 9 April 2021 9 April 2024 N/A

SIP 889 — — — 889 N/A — 6 April 2022 6 April 2025 N/A

SIP 1,151 — — — 1,151 N/A — 6 April 2023 6 April 2026 N/A

SIP — 1,105 — — 1,105 N/A — 8 April 2024 8 April 2027 N/A

SAYE 9,201 — — — 9,201 N/A 195p 7 October 2022 1 June 2026 N/A

Total 750,438 482,636 37,653 991 1,194,430

(i) Nil-cost options.

(ii) Conditional share awards.

(iii) Subject equally to adjusted EPS performance (9% to 35% growth), TSR performance relative to the FTSE 350 Industrial Goods and Services Sector (median to upper quartile) and capital return (economic profit) performance over the three-year

performance period.

(iv) Subject equally to adjusted EPS performance (9% to 35% growth), TSR performance relative to the FTSE 350 Industrial Goods and Services Sector (median to upper quartile), capital return (economic profit) and, in the case of the 2023 and 2024 LTIP

awards, ESG performance over the three-year performance period.

Awards held at

31 December 2023

Granted

in the year

Lapsed in

the year

Awards exercised

inthe year

Awards held at

31 December 2024 Performance period

Exercise

price Date of grant Vesting date End of holding period

Ben Peacock

LTIP

(i), (iv)

— 230,404 — — 230,404 1 Jan 2024–31 Dec 2026 — 21 March 2024 21 March 2027 21 March 2029

Conditional

(ii), (iii)

— 8,811 — 8,811 — N/A — 11 April 2024 11 April 2024 11 April 2026

Conditional

(ii), (iii)

— 31,897 — — 31,897 N/A — 11 April 2024 11 April 2025 11 April 2027

Conditional

(ii), (iii)

— 29,932 — — 29,932 N/A — 11 April 2024 18 April 2026 18 April 2028

SAYE — 12,394 — — 12,394 N/A 254p 4 October 2024 1 December 2029 N/A

Total — 313,438 — 8,811 304,627

(i) Nil-cost options.

(ii) Conditional share awards.

(iii) Not subject to performance conditions, but subject to continued employment condition.

ESGperformance over the three-year performance period.

rotork.com Rotork Annual Report 2024151

Strategic report Corporate governance Finan ial statements

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Summary of outstanding share awards held by executive directors (audited) continued

Awards held at

31 December 2023

Granted

in the year

Lapsed in

the year

Awards exercised

inthe year

Awards held at

30April 2024 Performance period

Exercise

price Date of grant Vesting date End of holding period

Jonathan Davis

LTIP

(i)

14,219 — — — 14,219 1 Jan 2019–31 Dec 2021 — 16 May 2019 16 May 2022 16 May 2024

LTIP

(i)

169,899 — 146,453 — 23,446 1 Jan 2021–31 Dec 2023 — 24 March 2021 24 March 2024 24 March 2026

LTIP

(i), (iii)

192,246 — — — 192,246 1 Jan 2022–31 Dec 2024 — 24 March 2022 24 March 2025 24 March 2027

LTIP

(i), (iv)

211,978 — — — 211,978 1 Jan 2023–31 Dec 2025 — 24 March 2023 24 March 2026 24 March 2028

DABP

(ii)

— 54,990 — — 54,990 N/A — 11 March 2024 11 March 2027 11 March 2029

DABP

(ii)

8,544 — — — 8,544 N/A — 8 March 2021 8 March 2024 N/A

SIP 991 — — 991 — N/A — 9 April 2021 9 April 2024 N/A

SIP 1,091 — — — 1,091 N/A — 6 April 2022 6 April 2025 N/A

SIP 1,151 — — — 1,151 N/A — 6 April 2023 6 April 2026 N/A

SIP — 1,105 — — 1,105 N/A — 8 April 2024 8 April 2027 N/A

Total 600,119 56,095 146,453 991 508,770

1 Holdings are as at 30 April 2024, being the date on which Jonathan Davis stepped down from the Board.

(i) Nil-cost options.

(ii) Conditional share awards.

performance period. The award was pro-rated for time, following Jonathan Davis’s Retirement Date.

ESGperformance over the three-year performance period. The award was pro-rated for time, following Jonathan Davis’s Retirement Date.

Annual Report on Remuneration continued

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Statement of directors’ shareholding and share interests (audited)

The table below shows total shareholdings of the current directors as at 31 December 2024.

Beneficially

owned shares

(i)

Unvested

DABP awards

(ii)

SIP

(iii)

% of salary

shareholding

achieved

(iv)

Unvested

LTIP awards subject to

performance targets

Current executive directors:

Kiet Huynh 39,195 104,067 3,145 47% 1,071,989

Ben Peacock

8,811 — — 7% 292,233

(v)

Former executive directors:

Jonathan Davis

545,119 54,990 3,347 463% 404,224

Current Chair and non-executive directors:

Dorothy Thompson 20,000 — — N/A —

Svein Richard Brandtzæg — — — N/A —

Andrew Heath 25,000 — — N/A —

Karin Meurk-Harvey 2,000 — — N/A —

Vanessa Simms — — — N/A —

Janice Stipp 5,000 — — N/A —

Former non-executive directors:

Ann Christin Andersen

2,000 — — N/A —

Tim Cobbold

— — — N/A —

1 Appointed 11 March 2024.

2 Jonathan Davis and Ann Christin Andersen stepped down from the Board on 30 April 2024 and Tim Cobbold stepped down from the Board on 31 December 2024. Their shareholdings are based on the shares held at the date of ceasing to be a director

ofthe Company.

(i) Includes shares held by connected persons, SIP partnership shares, SIP free shares released from the three-year trust period and vested LTIP awards which are subject to the two-year holding period. For Ben Peacock only this figure includes the conditional

share awards that vested during the year and remain subject to a two-year post-vesting holding period.

(ii) DAPB awards attract an entitlement to accrued dividends during the holding period but are only available upon release. The satisfaction of the entitlement can be in shares or cash as determined by the Remuneration Committee at the time of the

releaseconfirmation. Unvested DABP awards are included within the % of salary shareholding achieved on a net of tax and NICs basis.

(iii) SIP free share awards that remain held in the SIP Trust.

(iv) The share price used to determine the percentage of the shareholding of salary achieved is 325.9p, being the 12-month average share price as at 31 December 2024. The shareholding guideline for the executive directors is 350% of salary for the Chief

Executive Officer and 300% of salary for the Chief Financial Officer to be achieved within five years. A post-cessation holding requirement of 200% of salary was introduced under the Policy and is applicable only to share-based awards granted after the

approval of the Policy on 24 April 2020. In order to ensure adherence to the post-cessation holding requirements, executive directors will, as a condition of receiving any and each share-based award, formally accept the post-cessation requirements in

writing. The post-cessation shareholding requirement for Jonathan Davis will apply for two years from his Retirement Date and has been calculated on his salary at that date in accordance with the Policy. The percentage figure is not audited information.

The audited information relates to the disclosure of the shareholding guidelines and whether they have been met.

(v) Figure includes the second and third tranches of the conditional share awards granted to Ben Peacock during 2024 as part of his on boarding arrangements, such awards are due to vest in April 2025 and April 2026 respectively. The awards are not subject

to any corporate performance conditions, but a two-year post vesting holding period applies.

There has been no change in the directors’ interests in the ordinary share capital of the Company between 31 December 2024 and 10 March 2025.

Annual Report on Remuneration continued

rotork.com Rotork Annual Report 2024153

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Annual Report on Remuneration continued

TSR performance graph

This graph shows the value, by 31 December 2024, of £100 invested in Rotork plc on 31 December 2014,

compared with the value of £100 invested in the FTSE 350 Industrial Goods and Services Index on

the same date. This index has been chosen as a comparator as it represents companies with similar

business operations to the Company, and is an index of which Rotork is a constituent.

£50

2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

£100

£150

£200

£250

Rotork plc

FTSE 350 Industrial Goods and Services Index

Historical Chief Executive Officer remuneration table

Year Chief Executive

Chief Executive single

figure remuneration

(£000)

Annual cash bonus

as a percentage of

maximum opportunity

LTIP vesting rate

as a percentage of

maximum opportunity

2024 Kiet Huynh 2,242 87.9% 55.8%

2023 Kiet Huynh 1,584 97.5% N/A

2022

Kevin Hostetler/Kiet Huynh

(i)

1,114 46.2% 0%

2021 Kevin Hostetler 1,380 48.7% 9.4%

2020 Kevin Hostetler 2,203 69.7% 84.4%

2019 Kevin Hostetler 1,422 82.0% N/A

2018

Kevin Hostetler

(ii)

1,193 90.9% N/A

2018

Martin Lamb

(iii)

353 N/A N/A

2017

Martin Lamb

(iii)

282 N/A N/A

2017

Peter France

(iv)

681 72.0% 0%

2016 Peter France 835 45.5% 0%

2015 Peter France 696 23.4% 0%

2014 Peter France 1,092 66.0% 37.0%

(i) Kiet Huynh was appointed to the role of Chief Executive Officer on 10 January 2022. The CEO single figure remuneration

for 2022 includes both the remuneration for Kevin Hostetler from 1 to 10 January 2022 of £27,000 and for Kiet Huynh from

10 January to 31 December 2022 of £1,087,000. The annual cash bonus figure is an average of the bonus for Kiet Huynh

of46.8% and for Kevin Hostetler of 45.6%.

(ii) Kevin Hostetler was appointed to the role of Chief Executive Officer on 12 March 2018 and stood down from the Board

on10 January 2022.

(iii) Martin Lamb held the role of Executive Chairman from 28 July 2017 to 12 March 2018 and received an additional fixed

remuneration of £55,000 per month on top of his annual Chairman’s fee during this period.

(iv) Peter France resigned as Chief Executive Officer and stood down from the Board on 27 July 2017.

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Percentage change in directors’ remuneration versus employee pay

The table below shows the year-on-year percentage change in remuneration (based on salary/fee, benefits and bonus) between 2024 and 2020 of each director compared with the percentage change for

the average UK employee.

Percentage change FY24 to FY23 Percentage change FY23 to FY22 Percentage change FY22 to FY21 Percentage change FY21 to FY20

Role

Salary/fee

(i)

Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus Salary/fee Benefits Bonus

Current executive directors:

Kiet Huynh Chief Executive Officer 11.1 0.3 0.2 11.5 1.5 132.0 N/A N/A N/A N/A N/A N/A

Ben Peacock

Chief Financial Officer N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Former executive director:

Jonathan Davis

Executive director -65.9 -15.8 -69.2 4.6 -4.9 128.9 3.1 1.8 -6.2 1.9 N/A -10.1

Current Chair and non-executive directors:

Dorothy Thompson

Chair 38.7 N/A N/A 3,817 N/A N/A N/A N/A N/A N/A N/A N/A

Svein Richard Brandtzæg

Non-executive director N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Karin Meurk-Harvey Non-executive director 4.4 N/A N/A 4.5 N/A N/A 260 N/A N/A N/A N/A N/A

Andrew Heath

Non-executive director N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Vanessa Simms

Non-executive director N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Janice Stipp Non-executive director 6.8 N/A N/A 4.5 N/A N/A 1.9 N/A N/A 1.9 N/A N/A

Former non-executive directors:

Ann Christin Andersen

Non-executive director -65.7 N/A N/A 4.5 N/A N/A 3.1 N/A N/A 1.9 N/A N/A

Tim Cobbold

Non-executive director 21.9 N/A N/A 4.5 N/A N/A 3.1 N/A N/A 1.9 N/A N/A

All permanent employees 4.1 0.7 -3.2 8.3 14.1 116.4 5.7 13.6 49.9 4 2.6 -16.6

1 Ben Peacock joined the Board on 11 March 2024.

2 Jonathan Davis stepped down from the Board on 30 April 2024.

3 Dorothy Thompson originally joined the Board as non-executive director and Chair Designate in December 2022. The pro-rata fee increase during the FY23 was 229%; this included the Chair fee increase applied on 1 April 2023 of 5%.

4 Svein Richard Brandtzæg joined the Board on 20 November 2024.

5 Andrew Heath joined the Board on 1 April 2024.

6 Vanessa Simms joined the Board on 21 June 2024.

7 Ann Christin Andersen stepped down from the Board on 30 April 2024.

8 Tim Cobbold stepped down from the Board on 31 December 2024.

(i) Pro-rata fee increases, where applicable, were effective from 1 April 2024.

Relative importance of spend on pay

The following table shows actual expenditure of the Group and change in spend between current and prior financial periods on remuneration paid to all employees against distributions to shareholders.

2024 2023

Percentage

change

Employee remuneration (£000) 164,323 152,679 7.6%

Dividends (£000) 65,517 61,940 5.8%

Annual Report on Remuneration continued

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Annual Report on Remuneration continued

CEO pay ratio disclosure

The table below sets out Rotork’s CEO pay ratio for the 2018–2024 financial years.

Year Method

25th percentile

pay ratio

Median

pay ratio

75th percentile

pay ratio

2024 Option B 64:1 51:1 31:1

2023 Option B 43:1 34:1 25:1

2022 Option B 36:1 33:1 20:1

2021 Option B 43:1 38:1 28:1

2020 Option B 45:1 37:1 28:1

2019 Option B 48:1 43:1 27:1

2018 Option B 49:1 45:1 33:1

Option B has been used for the calculation of the pay ratio. Under this method, the latest gender pay

gap data has been used to identify on an indicative basis three UK employees at 25th, median and

75th percentile. This methodology has been chosen as the data is readily available and avoids the

challenge in collecting and verifying accurately the variable pay elements for all UK employees across

many subsidiaries. The figure for 2022 is lower than previous periods due to the starting salary of the

incumbent CEO who was appointed in January 2022. In line with the base salary arrangements for

the CEO (disclosed above and in previous Remuneration Reports) the CEO’s base salary level has risen

to the level of his immediate predecessor’s 2021 salary.

To provide further context, the table below shows the CEO and the employee percentile pay used to

determine the 2024 pay ratios. The main changes are due to the variable pay outturns in the last few years.

Year

CEO

£000

25th percentile

£000

Median

£000

75th percentile

£000

Total salary

(i)

666 28 36 57

Total remuneration (single figure)

(i)

2,242 35 44 73

(i) Full time equivalent.

Executive directors’ service contracts and non-executive directors’ terms

ofengagement

A summary of the operation of the executive directors’ service contracts and policy on payments

forloss of office is set out within the overview of the Remuneration Policy section on page 142.

TheChair and non-executive directors do not have service contracts; they serve under letters

ofappointment and are subject to annual re-election by shareholders at the AGM. The term of

appointment for non-executive directors and the Chair is three years and their appointments are

subject to termination on three months’ notice (up to 12 months for the Chair). In the event of

thetermination of their position, they are entitled to reimbursement of any outstanding fees and

expenses due. The dates of appointment and date of service contract (in the case of executive

directors) or date of letter of appointment (in the case of non-executive directors) for those directors

seeking election or re-election at the 2025 AGM are set out below. The service contracts and letters

of appointment may be viewed at the Company’s registered office.

Executive directors’ service contracts

Name Date of appointment to Board Date of service contract Notice period (rolling)

Kiet Huynh 10 January 2022 8 January 2022 12 months by either party

Ben Peacock 11 March 2024 11 September 2023 12 months by either party

Non-executive directors’ terms of engagement

Name Date of appointment to the Board Date of most recent letter of appointment

Dorothy Thompson (Chair) 1 December 2022 30 November 2022

Svein Richard Brandtzæg 20 November 2024 19 November 2024

Andrew Heath 1 April 2024 26 February 2024

Karin Meurk-Harvey 13 September 2021 3 December 2024

Vanessa Simms 21 June 2024 26 February 2024

Janice Stipp 1 December 2020 3 December 2024

Statement of voting at general meeting

The Remuneration Committee is committed to ongoing shareholder dialogue and takes an active

interest in voting outcomes. Where there are substantial votes against resolutions in relation to

directors’ remuneration, the Company seeks to understand the reasons for any such vote and will

report any actions in response to it. The following table sets out the binding vote at the AGM held

on 28 April 2023 in respect of the current Remuneration Policy and the advisory vote at the AGM

held on 30 April 2024 in respect of the Annual Report on Remuneration for the year ended

31December 2023.

Year Resolution Votes ‘for’ % for

Votes

‘against’ % against

Votes

‘withheld’ %

2023 To approve the

Remuneration Policy

683,772,096 98.04 13,640,012 1.96 410,841 —

2024 To approve the Annual

Report on Remuneration

678,625,474 98.73 8,729,791 1.27 182,080 —

Advisers to the Remuneration Committee

Korn Ferry has acted as adviser to the Committee since July 2020. Korn Ferry is a member of the

Remuneration Consultants Group and a signatory to its Code of Conduct. The Committee keeps the

independence of the advice provided under review and remains satisfied that Korn Ferry is sufficiently

independent to act as remuneration adviser to the Remuneration Committee. Korn Ferry provides

additional advice to the Company.

In 2024, the Company paid £40,500 (2023: £122,400) to Korn Ferry for services to the Remuneration

Committee. Figures exclude VAT and disbursements.

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

How we will operate the Policy in 2025

The Remuneration Committee notes that the 2024 UK Corporate Governance Code applies to the Company with effect from 1 January 2025.

Salary

Kiet Huynh will receive a salary increase of 3.9%, in line with the average workforce increase in the UK (excluding promotions), taking his annual salary to £709,585, effective from

1April2025

Ben Peacock will receive a salary increase of 6%, taking his annual salary to £455,800, effective from 1April 2025, noting that a benchmarking exercise was undertaken to ensure that

Ben’s salary does not fall too far below the mid-market level. Following this increase, Ben’s salary will be just below the lower quartile salary level for CFOs of companies that have a

similar market capitalisation to Rotork.

Benefits

Benefits comprise a car allowance, personal accident and private medical insurance and life assurance. Ben Peacock shall also be able to receive contributions towards relocation costs

related to his onboarding, in line with the Policy.

Pension

The pension allowance for the executive directors is aligned to the contribution available to the majority of the UK workforce. As at the date of this report, this is 10.24%. This rate will

increase to 10.35% for the directors and the wider UK workforce from 1 April 2025 in line with the changes introduced to increase UK employer NI contribution levels.

Annual bonus

In line with the current Remuneration Policy, the maximum opportunity for Kiet Huynh will be 150% of salary and the maximum opportunity for Ben Peacock will be 125% of salary.

Any bonus earned above 60% of the maximum opportunity will be deferred in shares for three years. Bonuses will be based on:

• Adjusted operating profit performance (60% of opportunity) – the plan is based on the 2025 Budget approved by the Board and the challenging nature of the targets and stretch

elements will be maintained.

• Cash generation (15% opportunity) – the target to achieve maximum outturn will remain at 110%, reflecting the value of a sustained focus on cash generation.

• ESG (10% of opportunity) – measures will be aligned to the three pillars of the ESG strategy. Half of the opportunity will be based on a TRIR health and safety measure with a

threshold set at 0.24 and a maximum at 0.20. The remaining 5% will be split across quantitative targets set to cover culture and employee engagement scores and qualitative targets

focusing on environmental innovation, particularly in relation to products and the positive impacts of customer engagement.

• Strategic personal objectives (15% of opportunity) – these will be set with a focus on the continued strategic development of the business with a focus on continuing delivery of the

Growth+ programme.

The specific targets relating to the bonus have not been disclosed as they are considered by the Remuneration Committee to be commercially sensitive but full details will be given on a

retrospective basis in next year’s report. The executive directors will be invited to participate and must agree in writing to the conditions pertaining to the Annual Bonus Plan, including

those relating to the post-cessation of employment shareholding arrangements that will apply to any bonus deferred in shares.

LTIP

The LTIP maximum award levels for 2025 will be 200% of salary for Kiet Huynh and 175% of salary for Ben Peacock. The awards will be subject to the following performance conditions:

• 30% will be based on adjusted EPS. Adjusted EPS growth must be at least 9% for 25% vesting, increasing on a straight-line basis to full vesting for adjusted EPS growth of 35% and

above. The targets will be based on adjusted EPS (i.e. excluding the impact of any material restructuring costs). However, the Committee will use its discretion to increase the targets

as appropriate, to take into account the Board’s expected return on any restructuring investment during the period.

• 30% will be based on relative TSR performance with 25% vesting at median, increasing to full vesting for upper quartile performance or above. The comparator group shall remain

the median to upper quartile of the FTSE 350 Industrial Goods and Services sector constituents.

• 30% will be based on economic profit. No payout will be received for a negative economic profit. The threshold target (0% vesting) will require the cumulative economic profit over

the three-year period to exceed that generated in the three year period to 2024 and the maximum target has been set such that it will require double-digit growth in post-tax profits,

alongside improved balance sheet efficiencies. Similar to adjusted EPS targets, these targets may be adjusted upwards to take into account the Board’s expected return on any

restructuring investment during the period. Details of the exact targets are considered by the Remuneration Committee to be commercially sensitive at the current time. However,

fulldetails of the targets and how economic profit has been calculated will be disclosed on vesting.

• 10% will be based on an absolute reduction in scope 1 and 2 CO

emissions with targets at least as demanding as the path required to meet the published 2030 SBTi target.

The awards will be granted following the publication of the 2024 results and will be made subject to executive directors agreeing in writing to all the conditions under which the awards

are made, including the post-cessation of employment shareholding arrangements that will apply to these awards. The executive directors will be required to retain any shares vesting

under the awards (net of tax) until the fifth anniversary of grant.

Annual Report on Remuneration continued

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Strategic report Corporate governance Finan ial statements

Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Shareholding

guidelines

The executive directors are required to build and maintain a shareholding equivalent to their total variable pay opportunity (being 350% and 300% for the Chief Executive Officer and

Chief Financial Officer respectively) to be achieved within five years.

A requirement to hold shares for a period of two years post-cessation will apply, as described in the Share Ownership Policy, and is applicable only to share-based awards made after the

Share Ownership Policy was approved on 24 April 2020. In order to ensure adherence to the post-cessation holding requirements, executive directors will, as a condition of receiving any

and each share-based award, formally accept the post-cessation requirements in writing.

Non-executive

director fees

An increase to the Chair’s fee, the base Board fees and fees for additional Board responsibilities have been approved, noting that a benchmarking exercise has been undertaken and that

the increase for the wider workforce in the UK (excluding promotions) was 3.9%.

Chair: A fee increase of 18%, taking the annual fee to £320,000, effective from 1 April 2025.

Base Board fee: A fee increase of 3.9%, taking the annual fee to £67,300, effective from 1 April 2025.

An increase to the supplementary fees payable to those directors with additional responsibilities, as set out below:

Additional fee for chairing the Audit Committee: A fee increase of 3.9%, taking the annual fee to £14,500, effective from 1 April 2025.

Additional fee for chairing the Remuneration Committee: A fee increase of 3.9%, taking the annual fee to £14,500, effective from 1 April 2025.

Additional fee for the role of Senior Independent Non-executive Director: A fee increase of 13.3%, taking the annual fee to £12,000, effective from 1 April 2025.

Additional fee for chairing the Safety and Sustainability Committee: A fee increase of 3.9%, taking the annual fee to £10,400, effective from 1 April 2025.

Additional fee for undertaking the role of Non-executive Director for Workforce Engagement: A fee increase of 3.9%, taking the annual fee to £10,400, effective from 1 April 2025.

1 The increase will bring the Chair’s fee to the mid-market level against UK listed companies with a similar market capitalisation to Rotork, but would still be below that of the mid-market level of companies within the relevant UK sector.

2 The increase will bring the Senior Independent Non-executive Director’s fee closer to the medians of companies within the relevant UK sector and UK listed companies with a similar market capitalisation.

On behalf of the Board

Svein Richard Brandtzæg

Chair of the Remuneration Committee

10 March 2025

Annual Report on Remuneration continued

How we will operate the Policy in 2025 continued

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Directors’ Remuneration report continued Strategic report Corporate governance Financial statements

Directors’ report

The directors present their report which

incorporates the management report required

under the Disclosure Guidance and Transparency

Rules (DTRs) for listed companies and the audited

accounts for the year ended 31 December 2024

as set out on pages 173 to 210. In compiling this

report, the directors have consulted with

themanagement of the Group.

Information required in the report

ofthe directors set out in the

StrategicReport

Information relating to the likely future

developments of the Company and its

subsidiaries and information relating to

theresearch and development activities of

theCompany and its subsidiaries, together

withadescription of the principal risks and

uncertainties that they face, are set out in

theStrategic Report on pages 70 to 77 and

areincorporated into this Directors’ Report

byreference.

Corporate governance statement

andTCFDdisclosures

The corporate governance statement, required

under Rule 7 of the DTRs, explaining how Rotork

has applied and complied with the 2018 UK

Corporate Governance Code (the 2018 Code) is

set out on page 96 and is incorporated into this

Directors’ Report by reference. A description of

the composition and operation of the Board

andits Committees, including the requisite

disclosures in relation to diversity, is set out on

pages 97 to 99 and is incorporated into this

Directors’ Report by reference. Full details of

the2018 Code can be found on the Financial

Reporting Council’s website at www.frc.org.uk/

library/standards-codes-policy/corporate-

governance/uk-corporate-governance-code/.

Rotork’s statement of compliance in implementing

the recommendations of the Task Force on

Climate-related Financial Disclosures (TCFD),

required to be made under UK Listing Rule

6.6.6R(8), is set out on page 79.

Additional disclosures

The Strategic Report can be found on pages 1to

89, and encompasses our Sustainability Report

(which is set out on pages 34 to 66). Acomplete

list of the Group’s subsidiaries has been included

on pages 208 to 210 to comply with Section 409

of the Companies Act 2006 (the Act). Other

information that is relevant to this report, and is

incorporated by reference, including information

required in accordance with the Act and UK

Listing Rule 6.6.1R, can belocated as follows:

UK Listing Rule

statement Detail Page reference

6.6.1R (3) Details of long-term

incentive schemes

Note 27 to

thefinancial

statements and

the Directors’

Remuneration

Report on

pages 131

to158

6.6.1R (11) Shareholder waivers

of dividends

Note 18 to

thefinancial

statements

6.6.1R (12) Shareholder waivers

of future dividends

Note 18 to

thefinancial

statements

6.6.1R (1-2),

(4-10) and (13)

Not applicable N/A

Principal activity

The Group manufactures intelligent flow control

equipment and instrumentation for oil and gas,

water and wastewater, power, chemical, process

and industrial applications. It operates globally

serving customers in 170 countries through a

network of offices and manufacturing facilities.

The Group employs circa 3,500 employees

worldwide and is headquartered in Bath, UK.

Company status

Rotork plc is incorporated as a public limited

company and is registered in England and Wales

with the registered number 00578327. Its

registered office is Rotork House, Brassmill Lane,

Bath, United Kingdom, BA1 3JQ. Rotork plc’s

ordinary shares are listed in the commercial

companies (equity shares) category on the

London Stock Exchange (LON:ROR) and Rotork

plc is aconstituent member of the FTSE 250

Index.Rotork plc’s legal entity identifier is:

213800AH5RZIHGWRJ718. The Company’s

share registrars are Equiniti Limited, which are

located at Aspect House, Spencer Road, Lancing,

West Sussex, BN99 6DA.

Results and dividends

The results for the year ended 31 December 2024

are set out in the financial statements on pages

173 to 177. The Board has recommended the

following dividends:

Interim dividend paid

on 23 September 2024:

2.75p per ordinary share

(2023: 2.55p)

Proposed final

dividend to be paid

on3 June 2025:

5.00p per ordinary share

(2023: 4.65p)

Total dividend

forFY24:

7.75p per ordinary share

(2023: 7.20p)

Subject to shareholder approval, the 2024 final

dividend will be paid on 3 June 2025, to ordinary

shareholders whose names appear onthe

The last date to elect for theDividend Reinvestment

Plan (DRIP) is 12May 2025. The Rotork DRIP is

provided by Equiniti Financial Services Limited.

The DRIP enables the Company’s shareholders

toelect to have their cash dividend payments

used

to purchase the Company’s shares.

Moreinformation

can be found at

www.shareview.co.uk/info/drip.

Directors

The directors of the Company who held office

during the year and up to the date of signing

thefinancial statements were as follows:

Chair:

Dorothy Thompson, CBE

Executive

directors:

Kiet Huynh

Ben Peacock

Independent

non-executive

directors:

Andrew Heath

(SeniorIndependent

Non-executive Director)

Svein Richard Brandtzæg

Karin Meurk-Harvey

Vanessa Simms

Janice Stipp

The biographies and other details of each of

thecurrent directors are set out on pages 94

and 95.

Former directors who held office on the Board

during the course of 2024 included: Jonathan

Davis and Ann Christin Andersen (who both

stepped down from the Board on 30 April 2024)

and Tim Cobbold (who stepped down on

31December 2024).

Details of the interests in the Company’s shares

held by all directors who held office during the

year are set out in the Directors’ Remuneration

Report, which is incorporated by reference to

this report and can be found on page 153.

rotork.com Rotork Annual Report 2024159

Directors’ report Strategic report Corporate governance Financial statements

Directors’ indemnification and insurance

The Company’s Articles of Association provide

for the directors and officers of the Company

tobe appropriately indemnified, subject to the

provisions of the Act. The Company has granted

indemnities to each director and the Group

General Counsel & Company Secretary in respect

of any liabilities incurred inrelation to acts or

omissions arising in the ordinary course of their

duties, but only to the extent permitted by law.

The Company also purchases and maintains

insurance for the directors and officers of the

Company in respect of potential legal action

instigated against its directors, to the full extent

as permitted by Section 233 of the Act.

Powers of the directors

As set out in the Company’s Articles of

Association, the business of the Company is

managed by the Board which may exercise all

the powers of the Company. The powers of the

directors are also determined by prevailing UK

legislation and anyspecific authorities that the

Company’s shareholders may approve from

timeto time.

Appointment and removal of directors

The Board may appoint a director, either to fill a

vacancy or as an additional director. Any director

appointed by the Board must retire at the next

AGM of the Company and put themself forward

for re-appointment by the shareholders. In

accordance with the recommendations of the

Code, each current member of the Board will

retire from office and will submit themself for

election or re-election at the 2025 Annual

General Meeting.

In addition to any power of removal conferred

by the Companies Act 2006, the Company may

by ordinary resolution remove any director

before the expiration of their period of office

and may, subject to the Articles of Association,

by ordinary resolution appoint another person

who is willing to act as a director in their place.

Committed to the highest standards

ofethical behaviour

High ethical standards are fundamental to

theway in which we do business. Respecting

internationally-proclaimed human rights,

promoting an open and honest culture, having

azero-tolerance approach to bribery and

corruption worldwide, and selecting channel

partners and suppliers with sound reputations

inthe marketplace are important principles

thatthe Group adheres to.

Code of Conduct

A refreshed Code of Conduct was launched in

2024, which sets out the standards of behaviour

that Rotork expects from anyone acting on

Rotork’s behalf. This is supplemented by a

rangeof additional policies that sit beneath

theCode of Conduct, covering Anti-Bribery

andCorruption, Speak Up, Confidentiality,

Conflicts of Interest, Fair Competition, Gifts

andHospitality, Data Protection, Modern Slavery

and Trade Sanctions. Training is provided to

support employees’ understanding of the

Codeof Conduct and these policies.

Our Code of Conduct is published on our

corporate website at www.rotork.com/en/

sustainability/esg-reports-and-policies/rotork-

code-of-conduct.

Our suppliers must adhere to our

SupplierCodeof Conduct, which is also

published onourcorporate website at

www.rotork.com/en/terms-and-conditions/

suppliers/supplier-code-of-conduct.

Whistleblowing

Rotork encourages the reporting of any

suspected wrongdoing. Our Speak Up Policy

provides our employees and third parties (such

as our suppliers) with various ways to alert

management and directors to any concerns.

Thisincludes an independent Speak Up helpline,

which is designed to assist in facilitating the

reporting of any concerns confidentially, and

anonymously if preferred. The Company has a

strict non-retaliation policy in place to protect

those raising concerns.

All Speak Ups are investigated thoroughly,

however communicated. The Board of directors

receives updates on the nature and number of

Speak Up concerns that the Company may receive.

Our Speak Up Policy is published on our corporate

website at www.rotork.com/en/sustainability/

esg-reports-and-policies/speak-up-policy. Details

of how to use the Company’s Speak Up hotline

can be found in the Speak Up Policy or Code

ofConduct.

Anti-bribery and corruption

Rotork has a zero-tolerance policy to bribery and

corruption worldwide, irrespective of country or

business culture. Both our Code of Conduct and

Anti-Bribery and Corruption Policy make it clear

that our employees will never offer, pay or solicit

bribes in any form. Our Group Gifts and Hospitality

Policy sets out our key principles regarding the

giving and receiving of gifts and hospitality and

the process that our employees are required to

follow should they intend to offer or accept them.

We only engage channel partners and suppliers

which pass our selection process and which we

are satisfied will conduct business legally and

ethically. We monitor these relationships on

anongoing basis and take appropriate action

against any supplier that fails to adhere to the

Supplier Code of Conduct, or channel partner

whose behaviour is found not to align with our

Code of Conduct.

Modern Slavery Act

In March 2025, the Board approved an updated

Modern Slavery Act Statement which can be

found on our corporate website at www.rotork.

com/en/investors/modern-slavery-statement.

Theupdated statement was considered to reflect

Rotork’s approach to identifying, monitoring and

eradicating human slavery and trafficking in its

business and supply chain, together with the

continual improvements to be made during the

coming year.

Charitable donations

Rotork supports its chosen charities, Pump Aid

and Renewable World. Additionally, we make

various local donations to charitable causes

thatare relevant to the communities in which

Rotork’s operating sites are based. Donations are

also directed to the Rotork Benevolent Support

Fund, a charity that provides short-term financial

support to employees, former employees and

their families facing financial hardship. Further

details are provided on pages 62 to 63.

Political donations or political

expenditureincurred

No political donations were made, or political

expenditure incurred, during the year. The Group

has a policy of not making political donations

inany part of the world and this will continue.

However, it is possible that certain routine

activities undertaken by the Company and its

subsidiaries might unintentionally fall within the

wide definition of matters constituting political

donations and expenditure in the Act. Accordingly,

at the 2025 AGM, the Company is seeking a

renewal of authority to ensure that it does not

inadvertently commit any breaches of the Act

through the undertaking of routine activities

that would not normally be considered to

comprise political donations or expenditure.

Further details of the proposed ordinary

resolution are provided within the 2025

AGMNotice.

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Directors’ report continued Strategic report Corporate governance Financial statements

Use of financial instruments

An explanation of the Group policies on the

useof financial instruments and financial

riskmanagement objectives is contained

innote28 to the financial statements.

Existence of branches outside the UK

The Company has no branches outside of

theUK.

Share capital

Details of the Company’s share capital including

the rights and obligations attached to each class

of shares and the ordinary shares issued during

2024 are summarised in note 18 of the financial

statements. Ordinary shares of 0.5p each

represent over 99.9% of the Company’s total

share capital and £1 non-redeemable preference

shares represent less than 0.1% of the

Company’s total share capital.

There are no securities of the Company

carryingspecial rights with regard to the

controlof the Company.

At the Company’s last AGM held on 30 April 2024,

the shareholders authorised the Company to

make market purchases of ordinary shares

limited to just under approximately 10% of its

issued ordinary share capital at that time and

ofcertain issued preference shares, and to

allotshares within certain limits approved by

shareholders. These authorities will expire at the

2025 AGM and appropriate renewals are being

sought from shareholders at the 2025 AGM.

Further details of the resolutions proposed are

provided within the 2025 AGM Notice.

Consistent with the Group’s capital allocation

policy the Company announced a share buyback

programme on 5 March 2024, to return £50m

(excluding stamp duty and expenses) of cash to

shareholders. In accordance with the authorities

provided by shareholders atthe 2023 and 2024

AGMs respectively, the Company repurchased

15,141,358 ordinary shares with a nominal value

of 0.5p each for a total consideration of

£49,999,981.08 during the 2024 financial year.

All of the shares purchased in the share buyback

programme were subsequently cancelled. The

Company does not hold any shares in treasury.

The Company entered into irrevocable, non-

discretionary arrangements with a broker in

order to effect 2024 share buyback programme.

The Company intends to undertake a further

£50m share buyback programme during 2025.

JTC Employer Solutions Limited is a shareholder

which acts as the trustee of Rotork’s Employee

Benefit Trust (EBT). It is used to purchase

Company shares in the market from time to time

and hold them for the benefit of employees,

including satisfying outstanding awards under

the Company’s various employee share plans.

The EBT purchased a total of 3,129,279 shares

during the year for an aggregate consideration

of £10,362,788 (including dealing costs) and

released 973,309 shares to satisfy share plan

awards. As at 31 December 2024, the EBT held

3,721,518 Rotork plc ordinary shares (0.44%)

ofthe issued share capital in trust. A dividend

waiver remains in place from the trustee in

respect of the dividends payable by the Company

on the shares held in the EBT. Further details can

be found in note 18 to the financial statements.

The Company’s Articles of Association contain

customary restrictions on the transfer of shares

as applicable only in certain limited

circumstances (e.g. in relation to transfers to a

minor). Save for those provisions, there are no

restrictions on the transfer of ordinary shares in

the capital of the Company other than certain

restrictions which may be required from time to

time by law, for example, insider trading law. In

accordance with the Company’s Securities

Dealing Code, directors and certain employees

are required to seek the prior approval of the

Company in order to deal in its shares.

The Company is not aware of any agreements

between shareholders that may result in

restrictions on the transfer of securities and/or

voting rights. The Company’s Articles of

Association contain limited restrictions on

theexercise of voting rights (e.g. in relation

todisenfranchised shares following the issue

ofanotice to shareholders under Section 793

ofthe Companies Act 2006).

The Company’s share schemes each contain

provisions providing voting rights to the

schemetrustee.

Amendments to the Company’s

Articles ofAssociation

The Company’s Articles of Association may only

be amended by special resolution at a general

meeting of the shareholders and were last

updated and approved by shareholders at the

AGM held on 30 April 2021.

Change of control provisions

The £75m unsecured revolving credit facility,

under which the Company is the borrower,

contains provisions allowing the lenders to

cancel their loan commitment and require

repayment of any outstanding amounts

uponachange of control of the Company.

Compensation for loss of office

There are no agreements between the Company

and its directors or employees that provide for

compensation for loss of office or employment

that occurs because of a takeover bid, except

that provisions of the Company’s share schemes

and plans may cause options and awards granted

to employees and directors under such schemes

and plans to vest on a change of control of

theCompany.

Greenhouse gas emissions

The disclosures concerning greenhouse gas

emissions required by law are set out in the

keyperformance indicators on page 15, and

contained within the Sustainability Review on

pages 34 to 66. Our detailed greenhouse gas

footprint is set out on pages 84 to 85.

Disabled persons and

employeeengagement

The disclosures concerning the Group’s policies

on the employment of disabled persons and

how we engage with our employees are set out

on pages 59 and 106 to 113.

Engagement with suppliers

andcustomers

Details of engagement activities with our

suppliers and customers are set out on pages

110 to 111.

Relations with shareholders

The Board supports the aims of the 2018 UK

Corporate Governance Code and the UK

Stewardship Code to promote engagement and

interaction between listed companies and their

major shareholders.

The Board welcomes the opportunity for

investors and shareholders to engage directly

with the Chair and Senior Independent

Non-executive Director alongside the Chief

Executive Officer and Chief Financial Officer.

Information on how the Board has engaged with

its shareholders is set out on pages 108 to 109.

A range of online and in-person investor

relations events following the publication of

thefull-year and half-year results have been

scheduled for 2025.

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Directors’ report continued Strategic report Corporate governance Financial statements

Substantial shareholders

As at 31 December 2024, the Company had

been notified under DTR 5 of the following

interests in its shares representing 3% or more

of the voting rights in its issued share capital.

Save for the notification received from Liontrust

Investment Partners LLP on 6 March 2025 (and

captured within the table below), there were no

changes in the interests in shares notified to the

Company between 31 December 2024 and

10March 2025.

Identity

Number of

voting rights

(direct and

indirect)

% of

voting rights

BlackRock, Inc. 45,840,353 5.13

Liontrust Investment

Partners LLP 42,213,708 4.99

Wellington Management

Group LLP 42,630,396 4.96

Disclosure of information to the

externalauditor

The directors who held office at the date of

approval of this Directors’ Report confirm that,

so far as they are each aware, there is no relevant

audit information of which the Company’s

external auditor (KPMG LLP) is unaware, and

each director has taken all the steps that they

ought to have taken as a director to make

themself aware of any relevant audit information

and to establish that the Company’s external

auditor is aware of that information.

‘Going concern’ basis of preparation

After making enquiries, the directors are

satisfied that the Group has sufficient resources

to continue in operation for the foreseeable

future, being a period of not less than 12 months

from the date of this Directors’ Report. Accordingly,

they continue to adopt the going concern basis

in preparing the financial statements. In forming

this view, the directors have considered trading

and cash flow forecasts, financial commitments,

the significant order book with customers spread

across different geographic areas and industries,

available facilities and the net cash position.

Forfurther information see pages 173 to 177.

Viability statement

In line with the 2018 UK Corporate Governance

Code, the directors have carried out a rigorous

review of the prospects of the current business,

and its ability to meet its liabilities through to

atleast the end of December 2027. For further

information, see page 78 which is incorporated

into this Directors’ Report by reference.

Events after the reporting period

Details of events after the reporting period,

including the agreement to acquire NOAH

Actuation Co., Ltd. in March 2025, can be

foundin Note 33 to the financial statements

onpage 204.

Annual General Meeting

The 2025 Annual General Meeting of the

Company will be held on 2 May 2025. Full

details of the resolutions to be proposed at the

AGM, as well as shareholders’ rights with respect

to attendance, participation in the meeting and

the process for submission of proxy votes in

advance of the meeting, are set out in the Notice

of AGM. The Notice of AGM will be issued to

shareholders at least 20 working days prior to

the AGM and will also be made available on the

Company’s website. Shareholders are requested

to check the Company’s website (www.rotork.com)

for additional information and for the latest

details concerning the 2025 AGM.

External auditor

Upon the recommendation of the Audit

Committee and approval of the Board, a

resolution to re-appoint KPMG LLP as the

Company’s external auditor, alongside a

resolution to authorise the Audit Committee

todetermine its remuneration, will be proposed

at the forthcoming AGM. The external auditor

contract was last put out to competitive tender

in 2023. Pursuant to the prevailing regulations,

the Company is required to re-tender the external

auditor contract by no later than for the 2034

financial year.

The Directors’ Report was approved by the

Board on 10 March 2025.

By order of the Board

Stuart Pain

Group General Counsel & Company Secretary

10 March 2025

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Directors’ report continued Strategic report Corporate governance Financial statements

Statement of directors’ responsibilities for preparing

the Annual Report and financial statements

Directors’ responsibilities

The directors are responsible for preparing the

Annual Report and the financial statements in

accordance with applicable law and regulations.

Company law requires the directors to prepare

financial statements for each financial year.

Under that law, the directors are required to

prepare the Group financial statements in

accordance with UK-adopted International

Accounting Standards. The directors have also

chosen to prepare the parent company financial

statements in accordance with Financial Reporting

Standard 101 Reduced Disclosure Framework.

Under company law, the directors must not

approve the financial statements unless they are

satisfied that they give a true and fair view of

the state of affairs of the Company and of the

profit or loss of the Company for that period. In

preparing these financial statements, International

Accounting Standard 1 requires that directors:

• Properly select and apply accounting policies.

• Make judgements and estimates that are

reasonable, relevant, and reliable and, in

respect of the parent Company financial

statements only, prudent.

• For the parent Company financial statements,

state whether applicable UK accounting

standards have been followed, subject to any

material departures disclosed and explained

in the parent Company financial statements.

• Present information, including accounting

policies, in a manner that provides

relevant,reliable, comparable and

understandable information.

• Provide additional disclosures when

compliance with the specific requirements

inIFRSs are insufficient to enable users

tounderstand the impact of particular

transactions, other events and conditions

onthe entity’s financial position and

financialperformance.

• Assess the Group and parent Company’s

ability to continue as a going concern,

disclosing, as applicable, matters related

togoing concern.

• Use the going concern basis of accounting

unless they either intend to liquidate the

Group or the parent Company or to cease

operations, or have no realistic alternative

butto do so.

The directors are responsible for keeping

adequate accounting records that are sufficient

to show and explain the Company’s transactions

and disclose with reasonable accuracy at any

time the financial position of the Company

andenable them to ensure that the financial

statements comply with the Companies Act 2006.

They are also responsible for safeguarding the

assets of the Company and hence for taking

reasonable steps for the prevention and

detection of fraud and other irregularities.

The directors are responsible for the maintenance

and integrity of the corporate and financial

information included on the Company’s website.

Legislation in the United Kingdom governing

thepreparation and dissemination of financial

statements may differ from legislation in

otherjurisdictions.

In accordance with Disclosure Guidance and

Transparency Rule DTR 4.1.16R, the financial

statements will form part of the annual financial

report prepared under DTR 4.1.17R and 4.1.18R.

The auditor’s report on these financial statements

provides no assurance over whether the annual

financial report has been prepared in accordance

with those requirements.

Directors’ responsibility statement

pursuant to the Disclosure Guidance

andTransparency Rules

Each of the currently serving directors, whose

names and functions are listed on pages 94 and

95, confirm that, to the best of each person’s

knowledge and belief:

• The financial statements, prepared in

accordance with the applicable set of

accounting standards, give a true and fair

view of the assets, liabilities, financial position

and profit of the Group and Company.

• The Report of the Directors includes a fair

review of the development and performance

of the business and the position of the Group

and Company, together with a description of

the principal risks and uncertainties that they

face; and

• Having taken advice from the Audit Committee,

the Annual Report and financial statements,

taken as a whole, is fair, balanced and

understandable and provides the information

necessary for shareholders to assess the

Company’s position and performance,

strategy and business model.

Kiet Huynh

Chief Executive Officer

10 March 2025

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Statement of directors’ responsibilities Strategic report Corporate governance Financial statements

Financial

statements

In this section

165 Independent auditor’s report

tothemembers of Rotork plc

173 Consolidated income statement

Consolidated statement of

comprehensiveincome

174 Consolidated balance sheet

175 Consolidated statement of changes inequity

177 Consolidated statement ofcashflows

178 Notes to the Group financialstatements

205 Company balance sheet

Companystatement of changes inequity

206 Notes to the Company financialstatements

Rotork Annual Report 2024 rotork.com164

Financial statements Strategic report Corporate governance Financial statements

Independent auditor’s report

1. Our opinion is unmodified

We have audited the financial statements of Rotork plc (“the Company”) for the year ended

31December 2024 which comprise the consolidated income statement, consolidated statement

ofcomprehensive income, consolidated balance sheet, consolidated statement of changes in equity,

consolidated statement of cash flows, company balance sheet and company statement of changes

inequity and the related notes, including the accounting policies in notes 1 and (a).

In our opinion:

• the financial statements give a true and fair view of the state of the Group’s and of the parent

Company’s affairs as at 31 December 2024 and of the Group’s profit for the year then ended;

• the Group financial statements have been properly prepared in accordance with UK-adopted

international accounting standards;

• the parent Company financial statements have been properly prepared in accordance with

UK accounting standards, including FRS 101 Reduced Disclosure Framework; and

• the financial statements have been prepared in accordance with the requirements of the

Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”)

and applicable law. Our responsibilities are described below. We believe that the audit evidence we

have obtained is a sufficient and appropriate basis for our opinion. Our audit opinion is consistent

with our report to the audit committee.

We were first appointed as auditor by the shareholders on 30 April 2024. The period of total

uninterrupted engagement is for the one financial year ended 31 December 2024. We have fulfilled

our ethical responsibilities under, and we remain independent of the Group in accordance with, UK

ethical requirements including the FRC Ethical Standard as applied to listed public interest entities.

No non-audit services prohibited by that standard were provided.

Overview

Materiality

Group financial statements as a whole £8.0m

4.4% of Normalised Group profit before tax

Key audit matters

Recurring risks

Revenue recognition

Parent Company: Recoverability of the parent Company’s debt due from

Group entities

2. Key audit matters: our assessment of risks of material misstatement

Key audit matters are those matters that, in our professional judgement, were of most significance

inthe audit of the financial statements and include the most significant assessed risks of material

misstatement (whether or not due to fraud) identified by us, including those which had the greatest

effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts

of the engagement team. We summarise below the key audit matters, in decreasing order of audit

significance, in arriving at our audit opinion above, together with our key audit procedures to address

those matters and, as required for public interest entities, our results from those procedures. These

matters were addressed, and our results are based on procedures undertaken, in the context of,

andsolely for the purpose of, our audit of the financial statements as a whole, and in forming our

opinion thereon, and consequently are incidental to that opinion, and we do not provide a separate

opinion on these matters.

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Independent auditor’s report to the members of Rotork plc Strategic report Corporate governance Financial statements

Report on the audit of the financial statements continued

2. Key audit matters: our assessment of risks of material misstatement continued

The risk Our response

Revenue recognition

(£754.4 million; 2023: £719.2 million)

Refer to page 123 (Audit Committee

Report), page 179 (accounting policy

and financial disclosures).

Revenue recognised in an inappropriate period

There is clear incentive and pressure for fraudulent revenue recognition driven

by the Growth+ strategy and external expectations of revenue growth which

are then reflected in internal targets.

The Group has historically recorded greater amounts of revenue than the

average month in December of each year which presents an opportunity

toconceal fraudulent revenue recognition at the period end.

Our procedures included:

• Test of detail: We agreed a sample of sales transactions prior to the year

endbased on their financial significance to purchase order and customer

confirmation of collection or delivery to assess whether the performance

obligation has been met and that revenue has been recognised in the

appropriate accounting period.

• Test of detail: We agreed a sample of post year end credit notes, based on

their financial significance, to assess that revenue has not been overstated

todate.

We performed the detailed tests above rather than seeking to rely on any of the

Group‘s controls as detailed testing is a more effective method of obtaining audit

evidence due to the timing of when the control operates.

Our results

The results of our testing were satisfactory and we considered the amount

ofrevenue recognised in the year to be acceptable.

Parent Company: Recoverability of

the parent Company’s debt due from

Group entities

(£413.2 million; 2023: £367.1) million

Refer to page 205 (financial disclosures).

Low risk, high value

The carrying amount of the intra-group debtor balance represents 90% (2023:

89%) of the parent Company’s total assets.

Their recoverability is not at a high risk of material misstatement or subject

tosignificant judgement. However, due to their materiality in the context ofthe

parent Company financial statements, this is considered to be the areathat had

the greatest effect on our overall parent Company audit.

Our procedures included:

• Assessment of risk of default: For a selection of the highest value intra-

group debtors representing 90% of the balance, we evaluated the likely risk

of default (where default is defined as the inability of the subsidiary to pay

within 30 days of the debt being called) with reference to the subsidiaries’

netasset values and forecasts of future profitability.

• Assessing subsidiary audits: We assessed the work performed by us and

thecomponent auditors of the that sample of subsidiaries and considered

theresults of that work on the subsidiaries’ profits and net assets.

We performed the tests above rather than seeking to rely on any of the parent

Company’s controls because the nature of the balance is such that we would expect

to obtain audit evidence primarily through the procedures described.

Our results

We found the intra-group debtor balances to be acceptable.

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Report on the audit of the financial statements continued

3. Our application of materiality and an overview of the scope of our audit

Our application of materiality

Materiality for the Group financial statements as a whole was set at £8.0m, determined with

reference to a benchmark of Group profit before tax, normalised to add back this year’s Business

Transformation costs of £17.2m, the Defined benefit scheme settlement loss of £18.0m and this

year’s Other costs of £4.7m as disclosed in note 5, of which it represents 4.4%. We adjusted for

these items because they do not represent the normal, continuing operations of the Group.

Materiality for the parent Company financial statements as a whole was set at £7.0m, determined

with reference to a benchmark of parent Company net assets, of which it represents 2.1%.

In line with our audit methodology, our procedures on individual account balances and disclosures

were performed to a lower threshold, performance materiality, so as to reduce to an acceptable level

the risk that individually immaterial misstatements in individual account balances add up to a material

amount across the financial statements as a whole.

Performance materiality for the Group was set at 65% of materiality for the financial statements as

awhole, which equates to £5.2m. We applied this percentage in our determination of performance

materiality based on the level of identified misstatements, control deficiencies and changes in the

control environment during the prior period.

Performance materiality for the parent Company was set at 75% of materiality for the financial

statements as a whole, which equates to £5.2m. We applied this percentage in our determination

ofperformance materiality because we did not identify any factors indicating an elevated level of risk.

We agreed to report to the audit committee any corrected or uncorrected identified misstatements

exceeding £0.4m, in addition to other identified misstatements that warranted reporting on

qualitative grounds.

Overview of the scope of our audit

This year, we applied the revised group auditing standard in our audit of the consolidated financial

statements. The revised standard changes how an auditor approaches the identification of

components, and how the audit procedures are planned and executed across components.

In particular, the definition of a component has changed, shifting the focus from how the entity

prepares financial information to how we, as the group auditor, plan to perform audit procedures to

address group risks of material misstatement (“RMMs”). Similarly, the group auditor has an increased

role in designing the audit procedures as well as making decisions on where these procedures are

performed (centrally and/or at component level) and how these procedures are executed and

supervised. In this report we provide an indication of scope coverage on the new basis.

We performed risk assessment procedures to determine which of the Group’s components are likely

to include risks of material misstatement to the Group financial statements and which procedures to

perform at these components to address those risks.

In total, we identified 62 components, having considered our evaluation of the Group’s operational

structure, geographical locations, the presence of key audit matters and our ability to perform audit

procedures centrally.

Of those, we identified 3 quantitatively significant components which contained the largest percentages

of either total revenue or total assets of the Group, for which we performed audit procedures.

We also identified 9 components as requiring special audit consideration, owing to Group risk

relating to revenue residing in these components.

Additionally, having considered qualitative and quantitative factors, we selected 6 components with

accounts contributing to the specific RMMs of the Group financial statements.

Accordingly, we performed audit procedures on 8 components, of which we involved component

auditors in performing the audit work on 16 components. We performed audit procedures on the

items excluded from the normalised Group profit before tax used as the benchmark for our materiality.

We also performed the audit of the parent Company.

We set the component materialities, ranging from £0.8m to £4.0m, having regard to the mix of size

and risk profile of the Group across the components.

£8.0m

Whole financial statements materiality

£5.2m

Whole financial statements

performance materiality

£4.0m

Range of materiality at 18 components

(£0.8m-£4.0m)

£0.4m

Misstatements reported to the

auditcommittee

Normalised PBT

Group materiality

Normalised Group profit before tax Group materiality

£8.0m

£180.4m

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Independent auditor’s report to the members of Rotork plc continued Strategic report Corporate governance Financial statements

Group total current assets

Report on the audit of the financial statements continued

3. Our application of materiality and an overview of the scope of our audit continued

Overview of the scope of our audit continued

Our audit procedures covered 70% of Group revenue.

We performed audit procedures in relation to components that accounted for 68% of the total

profits and losses that made up Group profit before tax and 78% of Group total current assets.

For the remaining components for which we performed no audit procedures, no component

represented more than 3.7% of Group total revenue, the total profits and losses that made up Group

profit before tax or Group current assets. We performed analysis at an aggregated Group level to

re-examine our assessment that there is not a reasonable possibility of a material misstatement in

these components.

Impact of controls on our group audit

The Group has nine main, separate ERP IT systems relevant to our group audit. These include both

the legacy systems which have been in place for a number of years, the Group’s new ERP system

which is in use at a small number of components, as well as a consolidation system. With support

from our IT Auditors we gained an understanding of these systems.

Our testing, including further procedures in response to identified deficiencies, demonstrated that

we were able to rely on general IT controls and automated controls in relation to the consolidation

system in determining the work to be performed over certain consolidation activities. For the other

systems, we did not plan to rely on IT controls due to deficiencies and, in some cases, informalities

identified as part of our risk assessment procedures, and the diverse range of systems.

For other areas of the audit, given we did not plan to rely on the related IT controls and considering

the most efficient and effective approach for gaining the appropriate audit evidence, we took a

predominantly substantive audit approach in all areas of our audit. We adopted a data-oriented

approach to testing both manual and automated journals and used data and analytical routines to

test revenue across all components. Given that we did not rely on the related IT controls, a manual

testing approach was performed over the completeness and accuracy of data used in these routines

and in respect of system data used in our substantive testing on other transactional areas.

Group revenue

The total profits and losses that made

up Group profit before tax

Group auditor oversight

As part of establishing the overall Group audit strategy and plan, we conducted the risk assessment

and planning discussion meetings with component auditors to discuss Group audit risks relevant to

the components, including the key audit matter in respect of Revenue recognition.

We instructed component auditors as to the significant areas to be covered, including the relevant

risks detailed above and the information to be reported back.

We visited 7 component auditors in the United Kingdom, the United States, India, China, Italy,

SouthKorea and Singapore to assess the audit risks and strategy. Video and telephone conference

meetings were also held with these component auditors and others that were not physically visited.

At these visits and meetings, the results of the planning procedures and further audit procedures

communicated to us were discussed in more detail, and any further work required by us was then

performed by the component auditors.

We inspected the work performed by the component auditors for the purpose of the Group audit

and evaluated the appropriateness of conclusions drawn from the audit evidence obtained and

consistencies between communicated findings and work performed, with a particular focus on

inspecting work relating to the Revenue recognition key audit matter, the risk of management

override of controls and inventory.

Our audit procedures covered the following

percentage of Group revenue:

We performed audit procedures in relation to components that accounted for the following percentages

of the total profits and losses that made up Group profit before tax and Group current assets:

68%

78%

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70%

4. Impact of climate change on our audit

We have considered the potential impacts of climate change on the financial statements as part

ofplanning our audit.

The key factors of Rotork’s business which were relevant in our considerations were the current

andforecast levels of trade with customers in the Oil and Gas industry (and impact on continued

demand for Rotork’s products), the geographical locations of key factories and Rotork’s own

decarbonisation targets.

We have performed a risk assessment over how climate change may impact the financial statements

and our audit. We held discussions with our own climate change professionals to challenge our risk

assessment including goodwill impairment, useful economic lives of PPE and going concern.

Taking into account the extent of headroom in the goodwill impairment assessment, the remaining

useful economic lives of PPE and the nature of the Group’s products, our assessment is that climate

related risks to the Group’s strategy and financial planning did not have a significant impact on our

audit given the nature of the Group’s operations.

We have read the disclosure of climate related information on pages 34 to 66 of the front half of the

annual report and considered consistency with the financial statements and our audit knowledge.

5. Going concern

The directors have prepared the financial statements on the going concern basis as they do not

intend to liquidate the Group or the parent Company or to cease their operations, and as they have

concluded that the Group’s and the parent Company’s financial position means that this is realistic.

They have also concluded that there are no material uncertainties that could have cast significant

doubt over their ability to continue as a going concern for at least a year from the date of approval

ofthe financial statements (“the going concern period”).

We used our knowledge of the Group, its industry, and the general economic environment to

identify the inherent risks to its business model and analysed how those risks might affect the

Group’s and parent Company’s financial resources or ability to continue operations over the going

concern period. The risks that we considered most likely to adversely affect the Group’s and parent

Company’s available financial resources over this period were:

• Ability of Rotork to deliver forecast growth in 2025 and 2026 from key customers.

• Potential impact of significant one-off cash transactions impacting the liquidity of the Group.

We considered whether these risks could plausibly affect the liquidity in the going concern period by

comparing severe, but plausible downside scenarios that could arise from these risks individually and

collectively against the level of available financial resources indicated by the Group’s financial forecasts.

Our conclusions based on this work:

• we consider that the directors’ use of the going concern basis of accounting in the preparation

ofthe financial statements is appropriate;

• we have not identified, and concur with the directors’ assessment that there is not, a material

uncertainty related to events or conditions that, individually or collectively, may cast significant

doubt on the Group’s or parent Company’s ability to continue as a going concern for the going

concern period;

• we have nothing material to add or draw attention to in relation to the directors’ statement in

note 1 to the financial statements on the use of the going concern basis of accounting with no

material uncertainties that may cast significant doubt over the Group and parent Company’s use

of that basis for the going concern period, and we found the going concern disclosure in note 1

to be acceptable; and

• the related statement under the Listing Rules set out on page 162 is materially consistent with the

financial statements and our audit knowledge.

However, as we cannot predict all future events or conditions and as subsequent events may result

inoutcomes that are inconsistent with judgements that were reasonable at the time they were

made, the above conclusions are not a guarantee that the Group or the parent Company will

continue in operation.

6. Fraud and breaches of laws and regulations - ability to detect

Identifying and responding to risks of material misstatement due to fraud

To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or

conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity

tocommit fraud. Our risk assessment procedures included:

• Enquiring of directors, the audit committee, internal audit and inspection of policy documentation

as to the Group’s high-level policies and procedures to prevent and detect fraud, including the

internal audit function, and the Group’s channel for “whistleblowing”, as well as whether they

have knowledge of any actual, suspected or alleged fraud.

• Reading Board and audit committee minutes.

• Considering remuneration incentive schemes and performance targets for management and

directors, including the relevant targets for management remuneration.

• Using analytical procedures to identify any unusual or unexpected relationships.

• Our forensic professionals assisted us in identifying key fraud risk factors. This included attending

a fraud risk brainstorm and holding discussions with the engagement team.

We communicated identified fraud risks throughout the audit team and remained alert to any

indications of fraud throughout the audit. This included communication from the Group auditor to

component auditors of relevant fraud risks identified at the Group level and requesting component

auditors performing procedures at the component level to report to the Group auditor any identified

fraud risk factors or identified or suspected instances of fraud.

Report on the audit of the financial statements continued

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Independent auditor’s report to the members of Rotork plc continued Strategic report Corporate governance Financial statements

6. Fraud and breaches of laws and regulations - ability to detect continued

Identifying and responding to risks of material misstatement due to fraud continued

As required by auditing standards, and taking into account possible pressures to meet profit targets

we perform procedures to address the risk of management override of controls and the risk of

fraudulent revenue recognition, in particular:

• the risk that Group and component management may be in a position to make inappropriate

accounting entries; and

• the risk that revenue from the sale of goods is overstated through recording revenues in the

wrong period.

We did not identify any additional fraud risks.

Further detail in respect of revenue recognition is set out in the key audit matter disclosures in

section 2 of this report.

In determining the audit procedures we took into account the results of our evaluation and testing

ofthe operating effectiveness of some of the Group-wide fraud risk management controls.

We also performed procedures including:

• Identifying journal entries and other adjustments to test at the Group level and for selected

components based on risk criteria and comparing the identified entries to supporting documentation.

These included those posted by senior finance management, and those posted to unusual accounts.

• Assessing whether the judgements made in making accounting estimates are indicative of a

potential bias.

Identifying and responding to risks of material misstatement due to non-compliance with laws

and regulations

We identified areas of laws and regulations that could reasonably be expected to have a material

effect on the financial statements from our general commercial and sector experience and through

discussion with the directors (as required by auditing standards), and discussed with the directors the

policies and procedures regarding compliance with laws and regulations.

As the Group is regulated, our assessment of risks involved gaining an understanding of the control

environment including the entity’s procedures for complying with regulatory requirements.

We communicated identified laws and regulations throughout our team and remained alert to any

indications of non-compliance throughout the audit. This included communication from the Group

auditor to component auditors of relevant laws and regulations identified at the Group level, and a

request for component auditors to report to the Group audit team any instances of non-compliance

with laws and regulations that could give rise to a material misstatement at the Group level.

The potential effect of these laws and regulations on the financial statements varies considerably.

Firstly, the Group is subject to laws and regulations that directly affect the financial statements

including financial reporting legislation (including related companies legislation), distributable profits

legislation and taxation legislation and we assessed the extent of compliance with these laws and

regulations as part of our procedures on the related financial statement items.

Secondly, the Group is subject to many other laws and regulations where the consequences of

non-compliance could have a material effect on amounts or disclosures in the financial statements,

for instance through the imposition of fines or litigation. We identified the following areas as those

most likely to have such an effect: health and safety, data protection laws, anti-bribery and money

laundering, employment law and certain aspects of company legislation recognising the nature of

the Group’s activities. Auditing standards limit the required audit procedures to identify non-compliance

with these laws and regulations to enquiry of the directors and inspection of regulatory and legal

correspondence, if any. Therefore if a breach of operational regulations is not disclosed to us or

evident from relevant correspondence, an audit will not detect that breach.

Context of the ability of the audit to detect fraud or breaches of law or regulation

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have

detected some material misstatements in the financial statements, even though we have properly

planned and performed our audit in accordance with auditing standards. For example, the further

removed non-compliance with laws and regulations is from the events and transactions reflected

inthe financial statements, the less likely the inherently limited procedures required by auditing

standards would identify it.

In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these

mayinvolve collusion, forgery, intentional omissions, misrepresentations, or the override of internal

controls. Our audit procedures are designed to detect material misstatement. We are not responsible

for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all

laws and regulations.

7. We have nothing to report on the other information in the Annual Report

The directors are responsible for the other information presented in the Annual Report together

withthe financial statements. Our opinion on the financial statements does not cover the other

information and, accordingly, we do not express an audit opinion or, except as explicitly stated

below, any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether, based on our

financial statements audit work, the information therein is materially misstated or inconsistent with

the financial statements or our audit knowledge. Based solely on that work we have not identified

material misstatements in the other information.

Strategic report and directors’ report

Based solely on our work on the other information:

• we have not identified material misstatements in the strategic report and the directors’ report;

• in our opinion the information given in those reports for the financial year is consistent with the

financial statements; and

• in our opinion those reports have been prepared in accordance with the Companies Act 2006.

Report on the audit of the financial statements continued

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7. We have nothing to report on the other information in the Annual Report continued

Directors’ remuneration report

In our opinion the part of the Directors’ Remuneration Report to be audited has been properly

prepared in accordance with the Companies Act 2006.

Disclosures of emerging and principal risks and longer-term viability

We are required to perform procedures to identify whether there is a material inconsistency between

the directors’ disclosures in respect of emerging and principal risks and the viability statement, and

the financial statements and our audit knowledge.

Based on those procedures, we have nothing material to add or draw attention to in relation to:

• the directors’ confirmation within the viability statement on page 78 that they have carried out

arobust assessment of the emerging and principal risks facing the Group, including those that

would threaten its business model, future performance, solvency and liquidity;

• the emerging risks and opportunities disclosures describing these risks and how emerging risks

are identified, and explaining how they are being managed and mitigated; and

• the directors’ explanation in the viability statement of how they have assessed the prospects

ofthe Group, over what period they have done so and why they considered that period to be

appropriate, and their statement as to whether they have a reasonable expectation that the

Group will be able to continue in operation and meet its liabilities as they fall due over the

periodof their assessment, including any related disclosures drawing attention to any

necessaryqualifications or assumptions.

We are also required to review the viability statement, set out on page 78 under the Listing Rules.

Based on the above procedures, we have concluded that the above disclosures are materially

consistent with the financial statements and our audit knowledge.

Our work is limited to assessing these matters in the context of only the knowledge acquired during

our financial statements audit. As we cannot predict all future events or conditions and as subsequent

events may result in outcomes that are inconsistent with judgements that were reasonable at the

time they were made, the absence of anything to report on these statements is not a guarantee

astothe Group’s and parent Company’s longer-term viability.

Corporate governance disclosures

We are required to perform procedures to identify whether there is a material inconsistency between

the directors’ corporate governance disclosures and the financial statements and our audit knowledge.

Based on those procedures, we have concluded that each of the following is materially consistent

with the financial statements and our audit knowledge:

• the directors’ statement that they consider that the annual report and financial statements taken

as a whole is fair, balanced and understandable, and provides the information necessary for

shareholders to assess the Group’s position and performance, business model and strategy;

• the section of the annual report describing the work of the audit committee, including the

significant issues that the audit committee considered in relation to the financial statements,

andhow these issues were addressed; and

• the section of the annual report that describes the review of the effectiveness of the Group’s risk

management and internal control systems.

We are required to review the part of the Corporate Governance Statement relating to the Group’s

compliance with the provisions of the UK Corporate Governance Code specified by the Listing Rules

for our review. We have nothing to report in this respect.

8. We have nothing to report on the other matters on which we are required

toreport by exception

Under the Companies Act 2006, we are required to report to you if, in our opinion:

• adequate accounting records have not been kept by the parent Company, or returns adequate

forour audit have not been received from branches not visited by us; or

• the parent Company financial statements and the part of the Directors’ Remuneration Report

tobe audited are not in agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

We have nothing to report in these respects.

9. Respective responsibilities

Directors’ responsibilities

As explained more fully in their statement set out on page 163, the directors are responsible for: the

preparation of the financial statements including being satisfied that they give a true and fair view;

such internal control as they determine is necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to fraud or error; assessing the Group and

parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to

going concern; and using the going concern basis of accounting unless they either intend to liquidate

the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities

Our objectives are to obtain reasonable assurance about whether the financial statements as a

wholeare free from material misstatement, whether due to fraud or error, and to issue our opinion

in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that

an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it

exists. Misstatements can arise from fraud or error and are considered material if, individually or in

aggregate, they could reasonably be expected to influence the economic decisions of users taken

onthe basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/

auditorsresponsibilities.

Report on the audit of the financial statements continued

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9. Respective responsibilities continued

Auditor’s responsibilities continued

The Company is required to include these financial statements in an annual financial report

preparedunder Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R. This auditor’s report

provides no assurance over whether the annual financial report has been prepared in accordance

with those requirements.

10. The purpose of our audit work and to whom we owe our responsibilities

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3

ofPart 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state

tothe Company’s members those matters we are required to state to them in an auditor’s report

and for no other purpose. To the fullest extent permitted by law, we do not accept or assume

responsibility to anyone other than the Company and the Company’s members, as a body,

forouraudit work, for this report, or for the opinions we have formed.

Huw Brown (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory Auditor

Chartered Accountants

66 Queen Square

Bristol

BS1 4BE

10 March 2025

Report on the audit of the financial statements continued

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Consolidated income statement

For the year ended 31 December 2024

		2024	2023
	Note	£000	£000
Revenue	3	754,428	7 19 ,15 0
Cost of sales		(38 2 , 49 4)	(3 8 0,0 5 4)
Gross profit		371, 93 4	33 9,0 9 6
Other income	6	1,7 33	1, 4 0 5
Distribution costs		(6, 66 9)	(6 , 3 14)
Administrative expenses		(23 0, 89 6)	(184,630)
Other expenses	6	(2 4 3)	(79 0)
Operating profit	3	13 5 , 8 5 9	14 8 , 76 7
Finance income	8	7, 3 2 3	5 , 3 01
Finance expense	8	(2 , 7 2 1)	(3,4 30)
Profit before tax	9	140 ,46 1	15 0 , 6 3 8
Income tax expense	10	(35,6 63)	(3 7,15 0)
Profit for the year		10 4 ,7 9 8	113 , 4 8 8
Attributable to:
Owners of the parent		103 , 5 8 5	113,13 5
Non-controlling interests		1, 213	353
		10 4 ,7 9 8	113 , 4 8 8
Basic earnings per share	19	12 .1p	13. 2p
Diluted earnings per share	19	1 2 .1p	13 . 2p
Operating profit	3	13 5 , 8 5 9	14 8 , 76 7
Adjustments to profit:
Amortisation of acquired intangible assets	5	2,6 04	2 ,11 0
Defined benefit scheme settlement loss	5	18 ,0 0 9	—
Other adjustments	5	2 1,9 3 4	13,598
Adjusted operating profit	2,3	178 , 4 0 6	16 4 , 4 7 5
Adjusted basic earnings per share	2,19	15. 9p	14 . 6p
Adjusted diluted earnings per share	2,19	15 . 8p	14 . 6p

Consolidated statement of comprehensive income

For the year ended 31 December 2024

	2024	2023
	£000	£000
Profit for the year	10 4 ,7 9 8	113 , 4 8 8
Other comprehensive income
Items that may be subsequently reclassified to the income statement:
Foreign exchange translation differences	(12 , 9 1 5)	(2 0 , 2 7 1)
Effective portion of changes in fair value of cash flow hedges net of tax	(57)	1, 3 9 7
	(12 , 9 7 2)	(1 8 , 8 74)
Items that may not be subsequently reclassified to the income statement:
Remeasurement gain/(loss) in pension scheme net of tax	563	(7, 7 2 2)
Expenses and income recognised in other comprehensive income	(12 , 4 0 9)	(26 ,59 6)
Total comprehensive income for the year	92 ,3 89	8 6 , 8 92
Attributable to:
Owners of the parent	9 1 ,1 0 2	86, 609
Non-controlling interests	1, 28 7	28 3
	92 ,3 89	8 6 , 8 92

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Consolidated balance sheet

At 31 December 2024

		2024	2023
	Note	£000	£000
Non-current assets
Goodwill	11	22 4 ,7 93	2 31, 7 0 3
Intangible assets	12	31, 4 2 9	3 1,1 2 6
Property, plant and equipment	13	9 0, 302	74 , 411
Derivative financial instruments	24	12 0	20 6
Defined benefit scheme surplus	26	—	9 ,14 4
Deferred tax assets	14	22 ,0 8 4	15 , 4 5 4
Total non-current assets		36 8 ,72 8	3 62, 0 4 4
Current assets
Inventories	15	83,364	8 3,9 6 3
Trade receivables	16	14 9 , 47 9	15 2 , 8 4 2
Current tax	16	4 ,16 4	4 ,18 7
Derivative financial instruments	24	929	673
Other receivables	16	23,839	2 3,701
Cash and cash equivalents	17	149 , 9 8 3	14 6 , 3 7 2
Total current assets		411 , 7 5 8	411 ,7 3 8
Total assets		780, 4 86	7 73 ,78 2
Current liabilities
Interest-bearing loans and borrowings	20	4 , 329	3 ,1 3 1
Trade payables	23	43,838	40,5 85
Employee benefits	21	2 9 ,1 4 6	29 ,75 4
Current tax	23	15 , 9 8 2	12 , 3 8 7
Derivative financial instruments	24	362	538
Other payables	23	49,9 89	42,53 6
Provisions	22	4 ,7 57	4 , 275
Total current liabilities		14 8 , 4 0 3	133,20 6
Non-current liabilities
Interest-bearing loans and borrowings	20	20, 320	8 , 8 26
Employee benefits	21	7, 6 9 9	4 ,19 7
Deferred tax liabilities	14	4 , 037	3, 872
Derivative financial instruments	24	84	15
Provisions	22	1, 4 41	1, 3 7 1
Total non-current liabilities		33, 581	18 , 2 8 1
Total liabilities		181, 9 8 4	151, 4 8 7
Net assets		598 ,5 02	622, 2 95

		2024	2023
	Note	£000	£000
Equity
Issued equity capital	18	4 ,232	4,30 6
Share premium		21, 8 4 2	21, 0 0 4
Other reserves		495	13 , 4 6 5
Retained earnings		5 6 9 , 2 11	5 81,813
Equity attributable to the parent		5 9 5,7 8 0	620,5 8 8
Non-controlling interests		2 ,72 2	1, 7 0 7
Total equity		598 ,5 02	622, 2 95

These financial statements were approved by the Board of Directors and authorised for issue on

10 March 2025 and were signed on its behalf by:

K Huynh and B Peacock

Directors

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Consolidated balance sheet Strategic report Corporate governance Financial statements

							Total
	Issued			Capital			attributable	Non-
	equity	Share	Translation	redemption	Hedging	Retained	to owners of	controlling
	capital	premium	reserve	reserve	reserve	earnings	the parent	interests	Total
	£000	£000	£000	£000	£000	£000	£000	£000	£000
Balance at 31 December 2022	4,30 4	19 , 9 5 9	31, 3 5 2	1, 7 16	(79 9)	5 3 1, 9 51	58 8,4 83	1, 4 2 4	5 8 9,9 07
Profit for the year	—	—	—	—	—	1 13,135	113 ,13 5	353	113 , 4 8 8
Other comprehensive income
Foreign exchange translation differences	—	—	(20, 201)	—	—	—	(20, 201)	(70)	(2 0 , 2 71)
Effective portion of changes in fair value of cash flow hedges	—	—	—	—	1, 8 41	—	1,8 41	—	1, 8 41
Actuarial loss on defined benefit pension plans	—	—	—	—	—	(9, 87 5)	(9, 875)	—	(9, 8 75)
Tax on other comprehensive (loss)/income	—	—	—	—	(444)	2 ,15 3	1, 7 0 9	—	1,70 9
Total other comprehensive (loss)/income	—	—	(20, 201)	—	1, 3 9 7	(7, 7 2 2)	(26 ,526)	(70)	(26 ,59 6)
Total comprehensive (loss)/income	—	—	(20, 201)	—	1, 3 9 7	1 0 5 , 413	86,609	283	8 6, 8 92
Transactions with owners, recorded directly in equity
Equity settled share-based payment transactions	—	—	—	—	—	2, 2 82	2,28 2	—	2, 28 2
Tax on equity settled share-based payment transactions	—	—	—	—	—	43	43	—	43
Share options exercised by employees	2	1, 0 4 5	—	—	—	—	1, 0 4 7	—	1, 0 4 7
Own ordinary shares acquired	—	—	—	—	—	(2 ,444)	(2 ,444)	—	(2, 444)
Own ordinary shares awarded under share schemes	—	—	—	—	—	3,3 8 8	3,3 8 8	—	3, 3 8 8
Dividends paid on ordinary shares	—	—	—	—	—	(58 , 820)	(5 8, 820)	—	(5 8, 820)
Balance at 31 December 2023	4,306	2 1, 0 0 4	11 , 1 5 1	1, 7 16	59 8	5 81,813	620,5 8 8	1, 7 0 7	6 22, 2 95

Consolidated statement of changes in equity

For the year ended 31 December 2024

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Consolidated statement of changes in equity Strategic report Corporate governance Financial statements

							Total
	Issued			Capital			attributable	Non-
	equity	Share	Translation	redemption	Hedging	Retained	to owners of	controlling
	capital	premium	reserve	reserve	reserve	earnings	the parent	interests	Total
	£000	£000	£000	£000	£000	£000	£000	£000	£000
Balance at 31 December 2023	4,306	2 1, 0 0 4	11 , 1 5 1	1, 7 16	59 8	5 81,813	620,5 8 8	1, 7 0 7	6 22, 2 95
Profit for the year	—	—	—	—	—	103 , 5 8 5	10 3, 58 5	1, 2 13	10 4 ,7 9 8
Other comprehensive income
Foreign exchange translation differences	—	—	(12 , 9 8 9)	—	—	—	(12 , 9 8 9)	74	(12 , 9 15)
Effective portion of changes in fair value of cash flow hedges	—	—	—	—	(76)	—	(76)	—	(76)
Actuarial gain on defined benefit pension plans	—	—	—	—	—	922	922	—	922
Tax on other comprehensive income/(loss)	—	—	—	—	19	(3 59)	(3 4 0)	—	(3 40)
Total other comprehensive (loss)/income	—	—	(12 , 9 8 9)	—	(57)	563	(12 , 4 8 3)	74	(12 , 4 0 9)
Total comprehensive (loss)/income	—	—	(12 , 9 8 9)	—	(57)	10 4 ,14 8	9 1 ,1 0 2	1, 28 7	92 ,3 89
Transactions with owners, recorded directly in equity
Equity settled share-based payment transactions	—	—	—	—	—	4 ,0 46	4,0 46	—	4 ,0 4 6
Tax on equity settled share-based payment transactions	—	—	—	—	—	9	9	—	9
Share options exercised by employees	2	838	—	—	—	—	840	—	840
Own ordinary shares acquired	—	—	—	—	—	(10 , 3 4 8)	(10, 3 4 8)	—	(10 , 3 4 8)
Own ordinary shares awarded under share schemes	—	—	—	—	—	3 ,13 4	3 ,13 4	—	3 ,1 3 4
Share buyback programme	(76)	—	—	76	—	(50 , 326)	(5 0, 326)	—	(50 , 326)
Dividends paid on ordinary shares	—	—	—	—	—	(6 3, 2 65)	(63 , 26 5)	—	(63 , 26 5)
Dividends paid to non-controlling interests	—	—	—	—	—	—	—	(272)	(27 2)
Balance at 31 December 2024	4, 232	21, 8 4 2	(1, 8 3 8)	1,7 92	541	5 6 9 , 2 11	5 9 5 ,78 0	2 ,722	59 8, 502

Detailed explanations for equity capital, the translation reserve, capital redemption reserve and hedging reserve can be seen in note 18.

Consolidated statement of changes in equity

For the year ended 31 December 2024

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Consolidated statement of changes in equity continued Strategic report Corporate governance Financial statements

Consolidated statement of cash flows

For the year ended 31 December 2024

		2024	2024	2023	2023
	Note	£000	£000	£000	£000
Cash flows from operating activities
Cash generated from operations	25	212,738		19 7, 8 4 3
Operating cash flow impacts of other adjustments	5	(21, 2 0 0)		(13 , 4 9 6)
Difference between pension charge and cash contribution		(4 ,0 07)		(26,628)
Income taxes paid		(3 8 ,757)		(32, 8 25)
Net cash flows from operating activities			14 8 , 7 74		12 4 , 8 9 4
Cash flows from investing activities
Purchase of property, plant and equipment		(13 , 9 8 3)		(7, 3 0 6)
Purchase of intangible assets		(1, 6 35)		(2, 0 8 9)
Product development costs capitalised		(4 , 3 27)		(2 , 411)
Sale of property, plant and equipment		224		1,8 8 3
Acquisition of business (net of cash acquired)	4	—		(18 , 3 9 9)
Settlement of hedging derivatives		2 ,677		937
Interest received		4 ,0 97		3,927
Net cash flows from investing activities			(12 , 9 47)		(23, 45 8)
Cash flows from financing activities
Issue of ordinary share capital		840		1, 0 4 7
Own ordinary shares acquired		(10 , 3 4 8)		(2 ,444)
Interest paid		(1, 8 8 4)		(93 6)
Repayment of lease liabilities		(4 , 2 17)		(3,6 9 9)
Share buyback programme		(50, 326)		—
Dividends paid on ordinary shares		(63 , 26 5)		(58,8 20)
Dividends paid to non-controlling interests		(272)		—
Net cash flows from financing activities			(12 9 , 47 2)		(6 4, 852)
Net increase in cash and cash equivalents			6 ,355		36,5 8 4
Cash and cash equivalents at 1 January			1 46,37 2		114 , 7 7 0
Effect of exchange rate fluctuations on cash held			(2 ,744)		(4, 9 82)
Cash and cash equivalents at 31 December	17		14 9 , 9 8 3		14 6 , 3 7 2

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Consolidated statement of cash flows Strategic report Corporate governance Financial statements

Except where indicated, values in these notes are in £000.

Rotork plc is a public company limited by shares, registered and domiciled in England and Wales, its

ordinary shares have a commercial companies (equity shares) category listing on the London Stock

Exchange. The consolidated financial statements of the Company for the year ended 31 December 2024

comprise the Company and its subsidiaries (together referred to as the Group). The accounting

policies contained below in note 1 and the disclosures in notes 2 to 33 all relate to the Group

financial statements. The Company balance sheet, accounting policies and applicable notes can

be found following note 33.

1. Accounting policies

The accounting policies applied in the preparation of these consolidated financial statements

are set out below. These policies have been consistently applied to the years presented, unless

otherwise stated.

Basis of preparation

The consolidated financial statements of Rotork plc have been prepared in accordance with

UK-adopted International Accounting Standards.

The consolidated financial statements have been prepared under the historical cost convention

except for defined benefit pension schemes, share-based payments and derivative financial

instruments as referred to in the respective accounting policies below.

New accounting standards and interpretations

A number of amended standards became applicable for the current reporting period. The application

of these amendments has not had any material impact on the disclosures, net assets or results of

the Group.

New standards and interpretations not yet adopted

Further narrow scope amendments have been issued which are mandatory for periods commencing

on or after 1 January 2025. The application of these amendments will not have any material impact

on the disclosures, net assets or results of the Group.

Adjustments to profit

Adjustments to profit are items of income and expense which, because of the nature, size and/or

infrequency of the events giving rise to them, merit separate presentation. These specific items

are presented as a footnote to the income statement to provide greater clarity and an enhanced

understanding of the impact of these items on the Group’s financial performance. In doing so, it also

facilitates greater comparison of the Group’s results with prior periods and assessment of trends in

financial performance. This split is consistent with how business performance is measured internally.

Adjustments to profit items may include but are not restricted to: costs of significant business

restructuring and any associated impairments of intangible or tangible assets, adjustments to the

fair value of acquisition-related items such as contingent consideration, acquired intangible asset

amortisation and other items considered to be significant due to their nature or the expected

infrequency of the events giving rise to them.

Going concern

The directors are satisfied that the Group has sufficient resources to continue in operation for a

period of not less than 12 months from the date of this report. Accordingly, the directors continue

to adopt the going concern basis in preparing the financial statements.

In forming this view, the macroeconomic conditions and the impact of geopolitical instability

on the Group, as discussed in our principal risks on pages 70 to 77, have been considered.

The directors have reviewed: the current financial position of the Group, which has net cash of

£125m, an undrawn committed revolving credit facility of £75m and unused overdraft facilities

of £33m as at the period end; the significant order book, which contains customers spread across

different geographic areas and industries; and the trading and cash flow forecasts for the Group.

A reverse stress test, where the Group’s business model would become unviable, has been performed

and the directors believe there is no reasonably possible scenario that would lead to the conditions

modelled in the reverse stress test.

The directors are satisfied that the Group has adequate resources to continue operating as a going

concern for a period of not less than 12 months from the date of this report, and that no material

uncertainties exist with respect to this assessment. The Group also has a number of mitigating

actions that it can take at short notice to preserve cash, for example reduction in capital programmes,

dividend deferral and other reductions in discretionary spend.

Consolidation

The consolidated financial statements incorporate the financial statements of the Company and its

subsidiaries for the year to 31 December 2024. The financial statements of subsidiaries are included

in the consolidated financial statements from the date that control commences until the date control

ceases. Intra-group balances and any unrealised gains or losses or income and expenses arising from

intra-group transactions are eliminated in preparing the consolidated financial statements.

Foreign currencies

The individual financial statements of each Group company are presented in the currency of the

primary economic environment in which it operates (its functional currency). For the purposes of

the consolidated financial statements, the results and financial position of each Group company

is expressed in sterling, which is the functional currency of the Company, and the presentational

currency for the consolidated financial statements.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet

date are translated to sterling at the foreign exchange rate ruling at that date. Foreign exchange

differences arising on translation are recognised in the income statement. Non-monetary assets

and liabilities that are measured in terms of historical cost in a foreign currency are translated using

the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated

in foreign currencies that are stated at fair value are translated to sterling at foreign exchange rates

at the dates the values were determined.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com178

Notes to the Group financial statements Strategic report Corporate governance Financial statements

1. Accounting policies continued

Foreign currencies continued

Assets and liabilities of foreign subsidiaries, including goodwill and fair value adjustments arising

on consolidation, are translated into sterling at rates of exchange ruling at the balance sheet date.

The revenues and expenses of foreign subsidiaries are translated to sterling at the average foreign

exchange rates for the year, this is deemed to be a reasonable approximation of the actual rate ruling

at the transaction date. Differences on exchange arising from the retranslation of the opening net

investment in subsidiaries, and from the translation of the results of those subsidiaries at average

rate, are reported as an item of other comprehensive income and accumulated in the translation

reserve. Any differences that have arisen since 1 January 2004, the date of transition to IFRS, are

presented as a separate component of equity. Translation differences that arose before the date of

transition to IFRS in respect of all foreign entities are not presented as a separate component.

Revenue

Revenue is measured based on the consideration specified in a contract with a customer. The Group

recognises revenue when it transfers control of a product or service to a customer and is shown net

of value-added tax, returns, rebates and discounts and after eliminating sales within the Group.

The transaction price is determined and known at the point of initial sale.

Revenue from the sale of actuators, gearboxes and flow control products is recognised in the income

statement when control of the goods has transferred. The timing of the transfer of control to the

customer varies depending on the nature of the products sold and the individual terms of the contract

of sale. Sales made under internationally accepted trade terms, Incoterms 2020, are recognised as

revenue when the Group has completed the primary duties required to transfer control as defined

by the International Chamber of Commerce Official Rules for the Interpretation of Trade Terms.

This is the agreed point in time when the customer has accepted and has legal title to the goods,

there is a present right to payment for the goods, and they can determine its future use and location.

The Group provides service and support through preventative maintenance contracts, on-site and

workshop service, retrofit solutions and the client support programme. Revenue in respect of on-site

and workshop service and retrofit solutions is recognised on completion of the work and after all

performance obligations have been completed. Revenue in respect of preventative maintenance

contracts and the client support programme is recognised as the services are performed in line with

the contractual terms. The stage of completion is assessed by reference to the transfer of control

over time, which usually corresponds to the contractual agreement with each separate customer and

the costs incurred on the contract to date in comparison with the total forecast costs of the contract.

The directors have assessed that these contracts are satisfied over time given that the customer

simultaneously receives and consumes the benefits provided by the Group. The nature of revenue

recognised on an over time basis is not dissimilar to that recognised on a point in time basis when

considering the factors in IFRS 15, in particular the short timeframe over which the Group’s

performance obligations are satisfied and the low level of uncertainty in those revenue

arrangements, therefore no further disaggregation is considered necessary in note 3.

No revenue is recognised if there are significant uncertainties regarding recovery of the consideration

due, associated completion costs, the possible return of goods or continuing management

involvement with the goods.

The Group has applied the practical expedient in IFRS 15.121 and therefore not disclosed the

information in IFRS 15.120 regarding unsatisfied (or partially unsatisfied) performance obligations

on contracts with a duration of one year or less.

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date,

which is the date on which control is transferred to the Group

For acquisitions on or after 1 January 2010, the Group measures goodwill at the acquisition date as:

• the fair value of the consideration transferred; plus

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

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

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

liabilities assumed.

When the excess is negative, a bargain purchase gain is recognised immediately in the income

statement. The fair value of the assets and liabilities assumed are provisional for a 12 month period.

Costs related to the acquisition, other than those associated with the issue of debt or equity

securities, are expensed as incurred.

Any contingent consideration payable is recognised at fair value at the acquisition date. If the

contingent consideration is classified as equity, it is not remeasured and settlement is accounted for

within equity. Otherwise, subsequent changes to the fair value of the contingent consideration are

recognised in the Consolidated income statement.

Goodwill is stated at cost or deemed cost less any impairment losses. Goodwill is not amortised

but is reviewed for impairment annually. For the purposes of impairment testing, goodwill is

allocated to each of the Group’s cash generating units (CGUs) expected to benefit from the

synergies of the combination. An impairment loss is recognised whenever the carrying value

of an asset or its CGU exceeds its recoverable amount. Impairment losses are recognised in the

Consolidated income statement.

Non-controlling interests

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein.

The interest of non-controlling shareholders is initially measured at the non-controlling interests’

proportion of the share of the fair value of the acquiree’s identifiable net assets. Subsequent to

acquisition, the carrying amount of non-controlling interests is the amount of those interests

at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

Total comprehensive income is attributed to non-controlling interests even if this results in the

non-controlling interests having a deficit balance.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024179

Notes to the Group financial statements Strategic report Corporate governance Financial statements

1. Accounting policies continued

Intangible assets

i) Research and development

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical

knowledge and understanding, is recognised in the income statement in the period in which it is

incurred. Development costs incurred after the point at which the commercial and technical feasibility

of the product have been proven, and the decision to complete the development has been taken and

resources made available, are capitalised. The expenditure capitalised includes the cost of materials,

direct labour and an appropriate proportion of overheads. Capitalised development expenditure is

stated at cost less accumulated amortisation and impairment losses. Development expenditure has

an estimated useful life of up to five years and is written off on a straight-line basis.

ii) Software as a Service

For ‘Software as a Service‘ (SaaS) arrangements, the Group capitalises costs only relating to the

configuration and customisation of SaaS arrangements as intangible assets where control of the

software and associated configured and customised elements exists. An element of judgement is

involved with identifying specific elements of programme costs, however, these judgements do not

have a significant impact on the costs to be capitalised. SaaS assets are assessed to have useful lives of

10 to 15 years from the point in time they are available for use and are amortised on a straight-line basis.

iii) Other intangible assets

Other intangible assets that are acquired by the Group as part of a business combination are stated

at cost less accumulated amortisation and impairment losses. The useful life of each of these assets

is assessed based on discussions with the management of the acquired business and takes account

of the differing nature of each of the intangible assets acquired. The assessed useful lives of

intangibles acquired are as follows:

Brands 4 to 10 years

Customer relationships 2 to 8 years

Other 3 to 8 years

Amortisation is charged on a straight-line basis over the estimated useful life of the assets.

Property, plant and equipment

Freehold land is not depreciated. Long leasehold buildings are amortised over 50 years or the

expected useful life of the building where less than 50 years. Other assets are depreciated in equal

annual instalments by reference to their estimated useful lives and residual values at the following

annual rates:

Freehold buildings 2% to 4%

Short leasehold buildings period of lease

Plant and equipment 10% to 33%

Items of property, plant and equipment are stated at cost or deemed cost less accumulated

depreciation and impairment losses.

Leases

i) The Group as a lessee

For any new contracts entered into, the Group considers whether a contract is, or contains a lease.

A lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset

(the underlying asset) for a period of time in exchange for consideration’. To apply this definition

the Group assesses whether the contract meets three key evaluations which are whether:

• the contract contains an identified asset, which is either explicitly identified in the contract

or implicitly specified by being identified at the time the asset is made available to the Group;

• the Group has the right to obtain substantially all of the economic benefits from use of the

identified asset throughout the period of use, considering its rights within the defined scope

of the contract; and

• the Group has the right to direct the use of the identified asset throughout the period of use.

The Group assesses whether it has the right to direct ‘how and for what purpose’ the asset is

used throughout the period of use.

ii) Measurement and recognition of leases as a lessee

At the lease commencement date, the Group recognises a right-of-use asset and a lease liability

on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial

measurement of the lease liability, any initial direct costs incurred by the Group, an estimate of any

costs to dismantle and remove the asset at the end of the lease, and any lease payments made in

advance of the lease commencement date (net of any incentives received). Where a lease allows for

an extension to the initial duration, this is recognised only when the extension is reasonably certain

to be exercised.

The Group depreciates the right-of-use assets on a straight-line basis from the lease commencement

date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term.

The Group also assesses the right-of-use asset for impairment when such indicators exist.

At the commencement date, the Group measures the lease liability at the present value of the lease

payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is

readily available or the Group’s incremental borrowing rate. Lease payments included in the

measurement of the lease liability are made up of fixed payments, variable payments based on an

index or rate, amounts expected to be payable under a residual value guarantee and payments

arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced for payments made and increased

for interest. It is remeasured to reflect any reassessment or modification, or if there are changes in

in-substance fixed payments. When the lease liability is remeasured, the corresponding adjustment

is reflected in the right-of-use asset, or income statement if the right-of-use asset is already reduced to zero.

The Group has elected to account for short-term leases and leases of low-value assets using the practical

expedients. Instead of recognising a right-of-use asset and lease liability, the payments in relation to

these are recognised as an expense in the income statement on a straight-line basis over the lease term.

On the balance sheet, right-of-use assets have been included in property, plant and equipment and

lease liabilities have been included in interest-bearing loans and borrowings.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com180

Notes to the Group financial statements Strategic report Corporate governance Financial statements

1. Accounting policies continued

Interest-bearing loans and borrowings

Obligations for loans and borrowings are recognised when the Group becomes party to the related

contracts and are measured initially at fair value less directly attributable transaction costs. After

initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised

cost. Amortised cost is calculated by taking into account any issue costs and any discount or premium

on settlement. Borrowings are classified as current liabilities unless the Group has a right to defer

settlement of the liability for at least 12 months after the balance sheet date.

Taxation

Income tax on the profit for the year comprises current and deferred tax. Income tax is recognised

in the income statement except to the extent that it relates to items recognised directly in equity or

in other comprehensive income, in which case it is recognised in equity or in other comprehensive

income respectively. Current tax is the expected tax payable on the taxable income for the year,

using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment

to tax payable in respect of previous years.

Deferred tax is provided using the balance sheet liability method, providing for temporary differences

between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts

used for taxation purposes. The following temporary differences are not provided for: the effect of

taxable temporary differences for goodwill not deductible for tax purposes and the initial recognition

of assets or liabilities in a transaction which is not a business combination that affect neither accounting

nor taxable profits. The amount of deferred tax provided is based on the expected manner of realisation

or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively

enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent

that it is no longer probable that the related tax benefit will be realised. Both deferred and current

tax assets and liabilities are offset when criteria set out in IAS 12.71 and IAS 12.74 are met.

Inventory and work in progress

Inventory and work in progress is valued at the lower of cost and net realisable value. Cost is

calculated either on a ‘first in, first out’ or an average cost basis depending upon its nature and use.

In respect of work in progress and finished goods, cost includes all production overheads and the

attributable proportion of indirect overhead expenses which are required to bring inventories to their

present location and condition. The net realisable value in respect of old and slow moving inventory

is assessed by reference to historic usage patterns and forecast future usage.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and are subsequently held at amortised

cost less any expected credit losses according to IFRS 9.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short term (with an original maturity less than

three months) deposits. Bank overdrafts that are repayable on demand form part of cash and cash

equivalents for the purpose of the consolidated statement of cash flows.

Equity

Equity comprises issued equity capital, share premium, reserves and retained earnings.

When issued equity capital is repurchased, the amount paid, including directly attributable costs,

is recognised as a change in equity. Repurchased shares are debited directly to equity and shown

as a deduction from retained earnings.

Provisions

A provision for warranties is recognised when the underlying products or services are sold. The

provision is based on historical warranty cost data, known issues and management expectations

of future costs.

Employee benefits

i) Pension plans

Where the Group operates a defined benefit pension scheme, contributions are made in accordance

with the schedule of contributions agreed with the Trustees. In respect of all remeasurements that

arise in calculating the Group’s obligation in respect of the plans, these are recognised in other

comprehensive income. The retirement benefit obligation recognised in the consolidated balance

sheet represents the deficit in the Group’s defined benefit pension schemes. Where the interest is

a net expense it is recognised within finance expenses and where it is net income it is recognised

within finance income.

The Group also operates defined contribution pension schemes. The costs for these schemes are

recognised in the income statement as incurred.

ii) Share-based payment transactions

The Rotork Sharesave Plan offers certain employees the opportunity to purchase shares in Rotork plc

at a discounted price compared with the market price at the time of grant. Details of the scheme

are given in note 27. The fair value of the right/option is recognised as an employee expense with

a corresponding increase in equity. The fair value is measured at grant date and spread over the

period between grant and maturity. The right/option reaches maturity when the employee becomes

unconditionally entitled. The fair value of the grant is measured using a Black-Scholes model, taking

into account the terms and conditions upon which the rights were granted. The amount recognised

as an expense is adjusted to reflect the actual number of share options that vest except where

forfeiture is due only to share prices not achieving the threshold for vesting.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024181

Notes to the Group financial statements Strategic report Corporate governance Financial statements

1. Accounting policies continued

Employee benefits continued

ii) Share-based payment transactions continued

The Rotork Long Term Incentive Plan grants shares to executive directors and senior managers.

These awards may vest after a period of three years dependent upon both market and non-market

performance conditions being met. Details of the grants are given in note 27. The fair value of the

award is measured at grant date, using a Monte Carlo simulation model which takes into account the

market based performance criteria, and spread over the vesting period. The fair value of the award

is recognised as an employee expense with a corresponding increase in equity for the share settled

award. The amount recognised as an expense is adjusted to exclude options that do not vest as a

result of non-market performance conditions not being met.

The Global Employee Share Plan (GESP) and the share incentive plan (SIP) are discretionary profit-linked

share schemes based on the prior year profit of the participating Rotork companies. The value of the

award to each employee is based on salary and the length of service. The value of the awards can be

up to £3,600. Shares awarded under these schemes are issued by the trustee at the cost of purchase.

The costs of providing these plans are recognised in the income statement over the period in which

the employee has earned the award.

iii) Long term service leave

The Group’s net obligation in respect of long term service leave is the amount of future benefit

that employees have earned in return for their service in the current and prior periods.

iv) Other employee benefits

The Group offers a number of discretionary bonus schemes to employees around the world.

The costs of these schemes are recognised in the income statement as the criteria are met and

service is undertaken.

Derivative financial instruments

The Group uses forward exchange contracts and swaps to hedge its exposure to foreign exchange

risk arising from operational and financing activities. These are the only derivative financial instruments

used by the Group. In accordance with its Treasury Policy, the Group does not hold or issue contracts

for trading purposes. Forward exchange contracts that do not qualify for hedge accounting are

accounted for as trading instruments.

At inception of designated hedging relationships, the Group documents the risk management

objective and strategy for undertaking the hedge. The Group also documents the economic

relationship between the hedged item and the hedging instrument, including whether the changes

in cash flows of the hedged item and hedging instrument are expected to offset each other.

Forward exchange contracts are recognised initially at fair value. Where a forward exchange contract

is designated as a hedge of the variability in cash flows of a recognised liability or a highly probable

forecasted transaction, the effective part of any gain or loss on the forward contract is recognised

directly in other comprehensive income. Any effective cumulative gain or loss is removed from equity

and recognised in the income statement at the same time as the hedged transaction. The ineffective

part of any gain or loss is recognised in the income statement immediately.

When a hedging instrument or hedge relationship is terminated but the hedged transaction is still

expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in

accordance with the above policy when the transaction occurs. If the hedged transaction is no

longer expected to take place, the cumulative unrealised gain or loss held in equity is recognised

in the income statement immediately.

Dividends

Interim dividends are recorded in the financial statements when they are paid. Final dividends

are recorded in the financial statements in the period in which they are approved by the

Company’s shareholders.

Critical judgements and key estimation uncertainties

Estimates and judgements are regularly evaluated and are based on historical experience and

other factors, including expectations of future events that are believed to be reasonable under

the circumstances.

As described on pages 80 to 84, we have considered the impact of climate change and climate-related

risks and concluded that there is no material impact on the key accounting policies, estimates and

judgements that form the basis of these financial statements.

The Group makes estimates and assumptions concerning the future. The resulting estimates will, by

definition, seldom equal the actual results. The estimates and assumptions that have a risk of causing

a material adjustment to the carrying amount of assets and liabilities in the next financial year are

listed below.

i) Critical accounting judgements

There are no critical accounting judgements requiring evaluation.

ii) Key sources of estimation uncertainty

There are no key sources of estimation uncertainty in the current year. In the prior year, for the defined

benefit pension schemes, management were required to estimate the future rates of inflation, discount

rates and longevity of members, each of which may have a material impact on the defined benefit

obligations that were recorded. Sensitivities to changes in key estimates affecting the pension

schemes’ liabilities are shown in note 26.

2. Alternative performance measures

The Group uses adjusted figures as key performance measures in addition to those reported under

adopted IFRS, as management believe these measures provides stakeholders with additional useful

information to facilitate greater comparison of the Group’s underlying results with prior periods and

assessment of trends in financial performance.

The Group believes alternative performance measures, which are not considered to be a substitute

for, or superior to, IFRS measures, provide stakeholders with additional helpful information on the

performance of the business. These alternative performance measures are consistent with how the

business performance is planned and reported within the internal management reporting to the

Board. Some of these measures are also used for the purpose of setting remuneration targets.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com182

Notes to the Group financial statements Strategic report Corporate governance Financial statements

2. Alternative performance measures continued

The key alternative performance measures that the Group use include adjusted profit measures and

organic constant currency (OCC). Explanations of how they are calculated and reconciled to IFRS

statutory results are set out below.

a. Adjusted operating profit

Adjusted operating profit is the Group’s operating profit excluding the amortisation of acquired

intangible assets and other adjusting items as defined in note 1. Further details on these adjustments

are given in note 5.

b. Adjusted profit before tax

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

adjusted operating profit above.

	2024	2023
Profit before tax	140,461	150,638
Adjustments:
Amortisation of acquired intangible assets	2,604	2,110
Defined benefit scheme settlement loss	18,009	—
Gain on disposal of property	—	(723)
Business Transformation costs	17,214	13,097
Other costs	4,720	1,224
Adjusted profit before tax	183,008	166,346

c. Adjusted basic and diluted earnings per share

Adjusted basic earnings per share is calculated using the adjusted net profit attributable to the

ordinary shareholders and dividing it by the weighted average ordinary shares in issue (see note 19).

Adjusted net profit attributable to ordinary shareholders is calculated as follows:

	2024	2023
Net profit attributable to ordinary shareholders	103,585	113,4 88
Adjustments:
Amortisation of acquired intangible assets	2,604	2,110
Defined benefit scheme settlement loss	18,009	—
Gain on disposal of property	—	(723)
Business Transformation costs	17,214	13,097
Other costs	4,720	1,224
Tax effect on adjusted items	(10,526)	(3,567)
Adjusted net profit attributable to ordinary shareholders	135,606	125,629

Adjusted diluted earnings per share is calculated by using the adjusted net profit attributable to

ordinary shareholders and dividing it by the weighted average ordinary shares in issue adjusted to

assume conversion of all potentially dilutive ordinary shares (see note 19).

d. Adjusted dividend cover

Dividend cover is calculated as earnings per share divided by dividends per share. Adjusted dividend

cover is calculated as adjusted earnings per share as defined in note 2c above divided by dividends

per share.

e. Total shareholder return

Total shareholder return is the movement in the price of an ordinary share plus dividends during the

year, divided by the opening share price.

f. Return on capital employed

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

used efficiently.

	2024	2023
Adjusted operating profit	178,406	164,475
Capital employed
Net assets	598,502	622,295
Cash and cash equivalents	(149,983)	(146,372)
Interest-bearing loans and borrowings	24,649	11,957
Pension deficit/(surplus) net of deferred tax	2,686	(6,904)
Capital employed	475,854	480,976
Average capital employed	478,415	485,507
Return on capital employed	37.3%	33.9%

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

the relevant year.

g. Working capital as a percentage of revenue

Working capital as a percentage of revenue is monitored as control of working capital is key to

achieving our cash generation targets. It is calculated as inventory plus trade receivables, less trade

payables, divided by revenue.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024183

Notes to the Group financial statements Strategic report Corporate governance Financial statements

2. Alternative performance measures continued

h. Organic constant currency (OCC)

OCC results adjust for currency movements and for acquisitions and disposals.

Key headings in the income statement are reconciled to OCC as follows:

		Foreign		Organic constant
	2023	exchange	Acquisitions	currency	2024
Revenue	719,150	(24,110)	2,209	57,179	754,428
Cost of sales	(380,054)	13,463	(895)	(15,008)	(382,494)
Gross profit	339,096	(10,647)	1,314	42,171	371,934
Overheads	(174,621)	3,526	(383)	(22,050)	(193,528)
Adjusted operating profit	164,475	(7,121)	931	20,121	178,406

During the year the calculation of OCC performance was changed from translating reporting period

results at the prior period average exchange rates to translating the prior period results at the

reporting period’s average exchange rates. This change enables greater comparability of results

over multiple previous periods. Adjustments for acquisitions and/or disposals are unchanged –

acquired businesses are not included until owned for more than one year and are then included

on an equal perimeter basis, disposed businesses are excluded entirely.

Applying the previous calculation methodology to the 2024 results does not result in a material

difference in the OCC performance for the year.

i. Cash conversion

Cash conversion is calculated as cash generated from operations (titled adjusted operating cash flow

in prior year) as a percentage of adjusted operating profit. It is monitored to illustrate how efficiently

adjusted operating profits are converted into cash. Cash generated from operations is calculated in

note 25.

	2024	2023
Cash generated from operations (note 25)	212,738	197,843
Adjusted operating profit (note 5)	178,406	164,475
Cash conversion	119%	120%

3. Operating segments

The three identifiable operating segments where the financial and operating performance is reviewed

monthly by the chief operating decision maker are as follows:

• Oil & Gas

• Chemical, Process & Industrial

• Water & Power

The Group’s customers are allocated to a segment. Sales to that customer, along with all directly

associated costs of that sale, are reported under the segment to which that customer is allocated.

Where customers sell into multiple segments, a lead segment is identified. Sales to these customers

will generally be allocated to the lead segment unless the sale is of significance and an alternative

segment has been identified, in which case it will be reported under the alternative segment.

Costs not directly attributed to a sale are allocated across the three segments. There are some costs

which are directly attributable to a segment, but most support costs and facility costs are not directly

attributable to a segment and are generally allocated based on split of revenue.

Analysis by operating segment

		Chemical,
		Process &	Water &	Corporate
	Oil & Gas	Industrial	Power	expenses	Group
	2024	2024	2024	2024	2024
Revenue from external customers	355,506	205,028	193,894	—	754,428
Segment result/Adjusted
operating profit*	91,983	52,987	56,359	(22,923)	178,406
Adjusting items					(42,547)
Operating profit					135,859
Net finance income					4,602
Income tax expense					(35,663)
Profit for the year					104,798

		Chemical,
		Process &	Water &	Corporate
	Oil & Gas	Industrial	Power	expenses	Group
	2023	2023	2023	2023	2023
Revenue from external customers	328,391	213,712	177,047	—	719,150
Segment result/Adjusted
operating profit*	83,627	51,253	46,445	(16,850)	164,475
Adjusting items					(15,708)
Operating profit					148,767
Net finance income					1,871
Income tax expense					(37,150)
Profit for the year					113,4 88

* Adjusted operating profit is operating profit before adjusting items (see note 5).

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com184

Notes to the Group financial statements Strategic report Corporate governance Financial statements

3. Operating segments continued

Analysis by operating segment continued

		Chemical,
		Process &	Water &
	Oil & Gas	Industrial	Power	Group
	2024	2024	2024	2024
Depreciation	6,489	3,782	4,021	14,292
Amortisation of development costs	1,283	748	794	2,825

		Chemical,
		Process &	Water &
	Oil & Gas	Industrial	Power	Group
	2023	2023	2023	2023
Depreciation	6,180	4,022	3,331	13,533
Amortisation of development costs	774	504	417	1,695

Balance sheets are reviewed by subsidiary and operating segment balance sheets are not prepared.

Therefore no further analysis of operating segments assets and liabilities is presented.

Geographical analysis

Rotork has a worldwide presence in all three operating segments. A full list of Rotork locations can

be found at www.rotork.com.

Revenue by end destination	2024	2023
UK	54,594	48,124
Other EMEA	233,935	212,689
Total EMEA	288,529	260,813
China	112,478	111,28	4
India	49,242		40,925
Other APAC	93,555		105,290
Total APAC	255,275		257,499
USA	143,523		132,840
Other Americas	67,101		67,998
Total Americas	210,624		200,838
	754,428		719,150

4. Acquisitions

There were no acquisitions in the current year.

Prior year acquisitions

On 4 August 2023, the Group acquired 100% of the share capital of Hanbay Inc. (‘Hanbay’) for

£21,107,000. Hanbay designs and manufactures precise, miniature electric actuators which offer

a compact profile and high torque design for use with small valves and instrument valves for use

in hazardous and non-hazardous applications, headquartered in Montreal, Canada. The acquisition

expands the Group’s electric actuator offering and is fully consistent with all three pillars of the Growth+

strategy and increases the percentage sales contribution of the Group’s Eco-transition portfolio.

The acquisition had the following effect on the Group’s assets and liabilities as at 31 December 2023

and were not provisional at 31 December 2023.

	Fair value
Non-current assets
Property, plant and equipment	13
Intangible assets	9,379
Current assets
Inventory	695
Trade and other receivables	45
Cash	2,708
Current liabilities
Trade and other payables	(96)
Non-current liabilities
Deferred tax liability	(2,485)
Total net identifiable assets	10,259
Goodwill	10,848
Cash movements in respect of acquisitions
Purchase consideration – paid in cash	21,107
Cash held in acquired subsidiary	(2,708)
	18,399

The goodwill arising from this acquisition represents the opportunity to grow through expanding the

Group’s electric actuator offering and employee know-how.

The intangible assets identified comprise customer relationships, product design and non-compete

agreements. The intangible assets have been valued by modelling the discounted cash flows attributable

to the respective asset. A discount rate of 18.0% was used. Assumptions regarding future cash flows

are based on a combination of historic performance data and management’s forecasts.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024185

Notes to the Group financial statements Strategic report Corporate governance Financial statements

4. Acquisitions continued

Prior year acquisitions continued

Acquisition costs

Acquisition costs of £384,000 were expensed in administration expenses in the income statement

in the prior year and presented as other adjustments to profit.

5. Adjusting items

Refer to note 1 for details on the adjustments to profit, including an explanation of ‘other adjustments’.

The adjustments to profit included in statutory profit are as follows:

	2024	2023
Amortisation of acquired intangible assets	(2,604)	(2,110)
Defined benefit scheme settlement loss	(18,009)	—
Gain on disposal of property	—	723
Business Transformation costs	(17,214)	(13,097)
Other costs	(4,720)	(1,224)
Other adjustments	(21,934)	(13,598)
Total adjusting items	(42,547)	(15,708)

Defined benefit scheme settlement loss

In August 2024 the UK defined benefit pension scheme transacted a second bulk annuity, covering

the benefits of the remaining UK Scheme’s membership (mainly deferred pensioners). Given all

the UK scheme’s liabilities are now insured, this second bulk annuity has been accounted for as

a settlement under IAS 19 and therefore a loss of £18,009,000 has been recognised in the income

statement. Further information can be found in note 26.

Business Transformation costs

During the year £17,214,000 (2023: £13,097,000) of costs were incurred on Business Transformation.

The multi-year transformation includes the implementation and integration of common systems and

processes throughout the Group, including a new cloud-based ERP system. This brings the total

expensed under the programme to £62,134,000. These costs were expensed as they do not meet

the capitalisation criteria under IAS 38. Costs include an allocation of personnel expenses in respect

of employees directly involved in the programme.

Over the next three years we will deploy the Business Transformation programme, including the

new ERP system, across all other Group entities at an estimated further cost of £60m to £65m.

Other costs

£4,720,000 (2023: £1,224,000) of other costs have been incurred, largely in relation to the

relocation of the Shanghai (China) facility to Changshu (China).

Income statement disclosure

All adjustments are included in administrative expenses. The adjustments are taxable or tax deductible

in the country in which the expense is incurred.

Cash flow statement disclosure

Other adjustments have a net operating cash outflow of £21,200,000 (2023: £13,496,000) and a net

investing cash inflow of £nil (2023: £955,000).

6. Other income and expenses

	2024	2023
Gain on disposal of property, plant and equipment	161	684
Other	1,572	721
Other income	1,733	1,405
	2024	2023
Loss on disposal of property, plant and equipment	(64)	(342)
Other	(179)	(448)
Other expenses	(243)	(790)

7. Personnel expenses

	2024	2023
Wages and salaries (including bonus and incentive plans)	164,323	152,679
Social security costs	22,657	21,514
Pension costs (note 26)	8,343	7,392
Share-based payments (note 27)	6,664	5,670
Increase/(decrease) in liability for long term service leave	303	(352)
	202,290	186,903

	2024	2023
Average monthly number of employees during the year:
UK	972	901
Overseas	2,468	2,390
	3,44 0	3,291

Personnel expenses and the average monthly number of employees during the year includes expenses

and employees that are included in Business Transformation costs within Adjusting items (note 5).

In addition to the costs shown above £18,009,000 (2023: £nil) has been recognised in the consolidated

income statement in relation to the settlement loss on the UK defined benefit pension scheme (note 26).

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com186

Notes to the Group financial statements Strategic report Corporate governance Financial statements

8. Finance income and expense

Recognised in the consolidated income statement

	2024	2023
Interest income	4,391	4,203
Net interest income on pension scheme liabilities (note 26)	215	352
Foreign exchange gains	2,717	746
Finance income	7,323	5,301

	2024	2023
Interest expense	(1,480)	(807)
Interest expense on lease liabilities (note 29)	(761)	(495)
Foreign exchange losses	(480)	(2,128)
Finance expense	(2,721)	(3,430)

Recognised in the consolidated statement of comprehensive income

	2024	2023
Effective portion of changes in fair value of cash flow hedges	721	797
Fair value of cash flow hedges transferred to income statement	(797)	1,044
Foreign currency translation differences for foreign operations	(12,915)	(20,271)
	(12,991)	(18,430)
Recognised in:
Hedging reserve	(76)	1,841
Translation reserve	(12,915)	(20,271)
	(12,991)	(18,430)

9. Profit before tax

Profit before tax is stated after charging/(crediting) the following:

	Notes	2024	2023
Depreciation of property, plant and equipment:
– Owned assets	i	9,389	9,385
– Assets held under lease contracts	i	4,903	4,148
Amortisation:
– Acquired intangible assets	iii	2,604	2,110
– Product development costs	iii	1,928	1,409
– Software	iii	789	657
Impairment of development cost assets	iii	897	286
Inventory write downs recognised in the year	ii	5,992	2,310
Product research and development expenditure	iii	9,091	10,468
Exchange differences realised	iv	(851)	1,382
Fees payable to the Group’s auditor and their associates for*:
– For the audit of the Group’s annual accounts		1,443	1,338
– For the audit of the Group’s subsidiaries		257	106
Total audit fees		1,700	1,444
– Audit related assurance services		81	70
Total non-audit fees		81	70
Total fees		1,781	1,514

These costs can be found under the following headings in the consolidated income statement:

i) Both within cost of sales and administrative expenses

ii) Within cost of sales

iii) Within administrative expenses

iv) Within finance income and expenses

* KPMG LLP were appointed as the Group’s auditors on 30 April 2024. Audit fees payable in 2024 are to KPMG LLP and audit

fees payable in 2023 are to the Group’s previous auditor, Deloitte LLP.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024187

Notes to the Group financial statements Strategic report Corporate governance Financial statements

10. Income tax expense

	2024	2024	2023	2023
Current tax
UK corporation tax on profits for the year	6,658		4,865
Adjustment in respect of prior years	486		435
		7,144		5,300
Overseas tax on profits for the year	37,459		32,091
Adjustment in respect of prior years	(1,940)		146
		35,519		32,237
Total current tax		42,663		37,537
Deferred tax
Origination and reversal of other temporary
differences	(6,303)		1,187
Impact of rate change	(71)		(591)
Adjustment in respect of prior years	(626)		(983)
Total deferred tax		(7,000)		(387)
Total tax charge for year		35,663		37,150
Profit before tax		140,461		150,638
Profit before tax multiplied by the blended standard rate
of corporation tax in the UK of 25.0% (2023: 23.5%)		35,115		35,400
Effects of:
Different tax rates on overseas earnings		(177)		2,131
Irrecoverable withholding tax on dividends		3,777		2,421
Permanent differences		695		(118)
Losses not recognised		126		166
Tax incentives		(1,722)		(1,587)
Impact of rate change		(71)		(861)
Adjustments to tax charge in respect of prior years		(2,080)		(402)
Total tax charge for year		35,663		37,150
Effective tax rate		25.4%		24.7%

	2024	2024	2023	2023
Adjusted profit before tax (note 2b)		183,008		166,346
Total tax charge for the year		35,663		37,150
Amortisation of acquired intangible assets		549		286
Defined benefit scheme settlement loss		4,502		—
Business Transformation costs		4,357		3,220
Other adjustments (note 5)		1,118		61
Adjusted total tax charge for the year		46,189		40,717
Adjusted effective tax rate		25.2%		24.5%

A tax credit of £9,000 (2023: £43,000) in respect of share-based payments has been recognised

directly in equity in the year.

The effective tax rate for the year is 25.4% (2023: 24.7%). The adjusted effective tax rate is 25.2%

(2023: 24.5%) and is lower than the effective tax rate for the year principally because of the tax

treatment of expenses included in adjusting items.

The adjusted effective tax rate has increased from 24.5% in 2023 to 25.2% in 2024, principally

because of increases in tax rates in jurisdictions in which Rotork operate, including the blended

UK corporation tax rate which increased from 23.5% in 2023 to 25.0% in 2024. The consequent

increase in the adjusted effective tax rate has been partially offset by the recovery of withholding tax

relating to prior year distributions, which is also the predominant driver of the prior year adjustment

to overseas tax above. The Group expects its adjusted effective tax rate to continue to move in line

with the trends in corporate tax rates in the jurisdictions where Rotork operates. The adjusted

effective tax rate will continue to be higher than the standard UK rate due to higher rates of tax

in China, the US, Germany and India.

On 20 June 2023 legislation was substantively enacted in the UK to introduce the OECD’s Pillar Two

global minimum tax rules together with a UK qualified domestic minimum top-up tax, with effect from

1 January 2024. Under the legislation Rotork plc will be required to pay to the UK tax authorities

top-up tax on profits of its subsidiaries that are taxed at an effective tax rate of less than 15 per cent.

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

The Group will continue to assess the impact of the Pillar Two income taxes legislation on its future

financial performance.

There is an unrecognised deferred tax liability for temporary differences associated with investments

in subsidiaries. Rotork plc controls the dividend policies of its subsidiaries and the timing of the reversal

of the temporary differences. The value of temporary differences associated with unremitted earnings

of subsidiaries for which deferred tax has not been recognised is £357,208,000 (2023: £320,839,000).

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com188

Notes to the Group financial statements Strategic report Corporate governance Financial statements

11. Goodwill

	2024	2023
Cost
At 1 January	253,397	249,791
Acquisition through business combinations (note 4)	—	10,848
Exchange adjustments	(7,032)	(7,242)
At 31 December	246,365	253,397
Provision for impairment
At 1 January	21,694	21,786
Exchange adjustments	(122)	(92)
At 31 December	21,572	21,694
Net book value	224,793	231,703

Cash generating units

Goodwill acquired through business combinations has been allocated to groups of cash generating

units (CGUs) that are expected to benefit from that business combination. For the Group, these are

considered to be the Oil & Gas, Chemical, Process & Industrial and Water & Power divisions. On this

basis, the value in use calculations exceeded the CGU carrying values after applying sensitivity analysis.

	Discount rate	Discount rate
Cash generating unit	2024	2023	2024	2023
Oil & Gas	11.5%	13.5%	88,864	92,326
Chemical, Process & Industrial	11.6%	13.7%	119,113	120,799
Water & Power	11.6%	13.7%	16,816	18,578
Total Group			224,793	231,703

Impairment testing

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment.

The annual impairment test was performed at 31 October 2024. The annual impairment testing

considers a range of scenarios which includes costs and risks associated with sustainability.

The key assumptions used in the annual impairment review which are common to all CGUs are

set out below:

i) Discount rates

The discount rates for the significant CGUs presented above are pre-tax rates that reflect current

market assessments of the time value of money and the risks specific to the CGU for which the

future cash flows have not been adjusted. Discount rates are based on estimations that market

participants operating in similar sectors to Rotork would make, using the Group’s economic profile

as a starting point. For each CGU, the risk premium was adjusted on a weighted average basis to

reflect the region in which the CGU carries out the majority of its business, applied a premium based

on the size of the CGU and applied a market participant tax rate in the region the CGU operates.

In calculating the discount rates, consideration was given to exclude risks that were not relevant

or which had already been reflected in the cash flows.

ii) Growth rates

Value in use calculations are used to determine the recoverable amount of goodwill allocated to

each of the CGUs. These calculations use cash flow projections from management forecasts which

are based on the budget and the Group’s three year strategic plan. The three year plan is a bottom

up process which takes place as part of the annual budget process. Once the budget for the next

financial year is finalised, years two and three of the three year plan are prepared by each reporting

entity’s management reflecting their view of the local market, known projects and experience of

past performance and expectations of future changes in the market. The Group annual budget

and the three year plan are reviewed and approved by the Board each year. The compound annual

revenue growth forecast for the Group during years one to three, used within the impairment

models, reflects the growth rates within the budget and three-year plans. Years four and five

of the forecast used within the impairment model are based on Group management judgement

and forecasts taking account for future expected changes in the market. From year six onwards,

a growth rate of 2% (2023: 2%) is used to drive a terminal value.

Sensitivity analysis

The Group has conducted an analysis of the sensitivity of the impairment test to changes in the key

assumptions used to determine the recoverable amount for each of the CGUs to which goodwill

is allocated.

There are no reasonably possible changes in assumptions that would lead to an impairment.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024189

Notes to the Group financial statements Strategic report Corporate governance Financial statements

12. Intangible assets

		Product	Acquired intangible assets
		development	Customer
	Software	costs	Brands	relationships	Other	Total
Cost
31 December 2022	11,690	26,238	52,892	119,395	22,243	232,458
Additions	2,089	3,394	—	—	—	5,483
Acquisition through business
combinations	—	—	—	1,938	7,4 41	9,379
Exchange adjustments	—	(106)	(1,703)	(3,484)	(454)	(5,747)
31 December 2023	13,779	29,526	51,189	117,8 49	29,230	241,573
Additions	2,729	4,329	—	—	—	7,058
Exchange adjustments	—	(59)	(963)	(3,081)	(1,147)	(5,250)
31 December 2024	16,508	33,796	50,226	114,768	28,083	243,381
Amortisation
31 December 2022	—	19,930	50,564	119,142	22,243	211,879
Charge for the year	657	1,409	1,186	378	546	4,176
Impairment	—	286	—	—	—	286
Exchange adjustments	—	(105)	(1,672)	(3,537)	(580)	(5,894)
31 December 2023	657	21,520	50,078	115,983	22,209	210,447
Charge for the year	789	1,928	1,111	237	1,256	5,321
Impairment	—	897	—	—	—	897
Exchange adjustments	—	(52)	(963)	(2,957)	(741)	(4,713)
31 December 2024	1,446	24,293	50,226	113,263	22,724	211,952
Net book value
31 December 2023	13,122	8,006	1,111	1,866	7,021	31,126
31 December 2024	15,062	9,503	—	1,505	5,359	31,429

Other acquired intangible assets represent order books, intellectual property, non-compete

agreements and unpatented technology.

The amortisation charge and impairment are recognised within administrative expenses in the

income statement.

Included in the net book value of software are assets in the course of development, which are not

amortised, with a cost of £2,389,000 (2023: £917,000).

13. Property, plant and equipment

	Land and	Plant and
	buildings	equipment	Total
Cost
31 December 2022	85,451	130,178	215,629
Additions	5,715	8,735	14,450
Disposals	(1,704)	(9,525)	(11,229)
Acquisition through business combinations	—	13	13
Exchange adjustments	(5,992)	(5,850)	(11,842)
31 December 2023	83,470	123,551	207,021
Additions	15,486	16,304	31,790
Disposals	(2,835)	(3,689)	(6,524)
Transfers	(2,026)	2,026	—
Exchange adjustments	(4,506)	(6,927)	(11,433)
31 December 2024	89,589	131,265	220,854
Depreciation
31 December 2022	34,066	102,837	136,903
Charge for the year	4,508	9,025	13,533
Disposals	(1,243)	(9,116)	(10,359)
Exchange adjustments	(4,228)	(3,239)	(7,467)
31 December 2023	33,103	99,507	132,610
Charge for the year	5,028	9,264	14,292
Disposals	(2,835)	(3,570)	(6,405)
Exchange adjustments	(3,166)	(6,779)	(9,945)
31 December 2024	32,130	98,422	130,552
Net book value
31 December 2023	50,367	24,044	74,411
31 December 2024	57,459	32,843	90,302

The net book value of land and buildings can be analysed between:

	2024	2023
Land	5,474	5,820
Buildings	51,985	44,547
Net book value at 31 December	57,459	50,367

It is the Group’s policy to test assets for impairment whenever events or changes in circumstances

indicate that their carrying amounts may not be recoverable.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com190

Notes to the Group financial statements Strategic report Corporate governance Financial statements

13. Property, plant and equipment continued

Included in the net book value of plant and equipment are assets in the course of construction,

which are not depreciated, with a cost of £nil (2023: £1,996,000). Depreciation of these assets

will commence when the assets are ready for their intended use.

Included in the net book value of land and buildings and plant and equipment are leased assets

(see note 29).

14. Deferred tax assets and liabilities

	Assets	Liabilities	Net	Assets	Liabilities	Net
	2024	2024	2024	2023	2023	2023
Property, plant and equipment	3,803	(1,900)	1,903	1,942	(1,530)	412
Intangible assets	5,933	(5,401)	532	3,111	(4,187)	(1,076)
Employee benefits	5,695	(50)	5,645	3,170	—	3,170
Inventory	6,810	(100)	6,710	5,709	—	5,709
Tax losses	1,707	—	1,707	1,646	—	1,646
Other items	3,315	(1,765)	1,550	3,577	(1,856)	1,721
Net tax assets/(liabilities)	27,263	(9,216)	18,047	19,155	(7,573)	11,582
Set off of tax	(5,179)	5,179	—	(3,701)	3,701	—
	22,084	(4,037)	18,047	15,454	(3,872)	11,582

Movements in the net deferred tax balance during the year are as follows:

	2024	2023
Balance at 1 January	11,582	11,937
Credited/(charged) to the income statement	6,929	(204)
Credited directly to equity in respect of share-based payments	9	43
Impact of rate change	71	591
(Charged)/credited directly to equity in respect of pension schemes	(359)	2,153
Credited/(charged) directly to hedging reserves in respect of cash flow hedges	19	(445)
Acquired as part of business combinations	—	(2,527)
Exchange differences	(204)	34
Balance at 31 December	18,047	11,582

A deferred tax asset of £22,084,000 (2023: £15,454,000) has been recognised at 31 December 2024.

The directors are of the opinion, based on recent and forecast trading, that the level of profits in the

current and future years make it more likely than not that these assets will be recovered.

A deferred tax asset has not been recognised in relation to capital losses of £7,632,000 (2023: £7,559,000),

due to uncertainty over the offset against future capital profits in the companies concerned. There is

no expiry date in relation to this asset.

15. Inventories

	2024	2023
Raw materials and consumables	64,180	67,381
Work in progress	3,135	5,687
Finished goods	16,049	10,895
	83,364	83,963

Included in cost of sales was £265,088,000 (2023: £262,201,000) in respect of inventories consumed

in the year.

16. Trade and other receivables

	2024	2023
Current assets
Trade receivables	153,501	154,870
Allowance for expected credit loss	(4,022)	(2,028)
Trade receivables – net	149,479	152,842
Current tax	4,164	4,187
Other non-trade receivables	6,406	6,683
Other taxes and social security	8,175	10,323
Prepayments	9,258	6,695
Other receivables	23,839	23,701

17. Cash and cash equivalents

	2024	2023
Bank balances	70,290	78,617
Cash in hand	12	12
Short term deposits	79,681	67,743
Cash and cash equivalents in the consolidated statement of cash flows	149,983	146,372

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024191

Notes to the Group financial statements Strategic report Corporate governance Financial statements

18. Capital and reserves

	0.5p Ordinary	£1 Non-	0.5p Ordinary	£1 Non-
	shares issued	redeemable	shares issued	redeemable
	and fully	preference	and fully	preference
	paid up	shares	paid up	shares
	2024	2024	2023	2023
At 1 January	4,306	40	4,304	40
Issued under employee share schemes	2	—	2	—
Cancelled following share buyback programme	(76)	—	—	—
At 31 December	4,232	40	4,306	40
Number of shares (000)	846,381		861,201

The ordinary shareholders are entitled to receive dividends as declared and are entitled to vote at

meetings of the Company.

Share issue

The Group received proceeds of £840,000 (2023: £1,047,000) in respect of the 321,000 (2023: 430,000)

ordinary shares issued during the year: £2,000 (2023: £2,000) was credited to share capital and

£838,000 (2023: £1,045,000) to share premium. Further details of the share awards are shown

in note 2.

Own shares held

Within the retained earnings reserve are own shares held in Rotork’s Employee Benefit Trust. The Group

acquired 3,129,000 of its own shares during the year (2023: 773,000). The total amount paid to

acquire the shares was £10,348,000 (2023: £2,444,000), and this has been deducted from shareholders’

equity. During the year, 973,000 (2023: 1,038,000) ordinary shares were released to satisfy share

plan awards. The investment in own shares held is £12,271,000 (2023: £5,056,000) and represents

3,722,000 (2023: 1,566,000) ordinary shares of the Company held in trust for the benefit of directors

and employees for future payments under the Share Incentive Plan and Long Term Incentive Plan.

The dividends on these shares have been waived.

Preference shares

The preference shareholders (see note 20) take priority over the ordinary shareholders when there

is a distribution upon winding up the Company or on a reduction of equity involving a return of

capital. The holders of preference shares are entitled to vote at a general meeting of the Company

if a preference dividend is in arrears for six months or the business of the meeting includes the

consideration of a resolution for winding up the Company or the alteration of the preference

shareholders’ rights.

Translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation

of the financial statements of foreign operations.

Capital redemption reserve

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

distributable profits.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value

of cash flow hedging instruments that are determined to be an effective hedge.

Dividends

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

	Payment date
	2024	2024	2023
4.65p final dividend for 2023 (final dividend
for 2022: 4.30p)	24 May	39,881	36,926
2.75p interim dividend for 2024
(interim dividend for 2023: 2.55p)	23 September	23,384	21,894
		63,265	58,820

After the balance sheet date the following dividends per qualifying ordinary share were proposed by

the directors. The dividends have not been provided for.

	2024	2023
Final proposed dividend per qualifying ordinary share
5.0 0p	42,133	—
4.65p	—	40,046

19. Earnings per share

Basic earnings per share

Earnings per share is calculated for both the current and previous years using the profit attributable

to the ordinary shareholders for the year. The earnings per share calculation is based on 853.6m

shares (2023: 859.3m shares) being the weighted average number of ordinary shares in issue

(net of own ordinary shares held) for the year.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com192

Notes to the Group financial statements Strategic report Corporate governance Financial statements

19. Earnings per share continued

Basic earnings per share continued

	2024	2023
Net profit attributable to ordinary shareholders	103,585	113,488
Weighted average number of ordinary shares
Issued ordinary shares net of own shares held at 1 January	859,636	858,940
Effect of own shares held	82	198
Effect of share buyback programme	(6,174)	—
Effect of shares issued under Sharesave plans	102	122
Weighted average number of ordinary shares during the year	853,646	859,260
Basic earnings per share	12.1p	13.2p

Adjusted basic earnings per share

Adjusted basic earnings per share is calculated for both the current and previous years using the

profit attributable to the ordinary shareholders for the year after adding back the after-tax impact

of the adjustments. The reconciliation showing how adjusted net profit attributable to ordinary

shareholders is derived is shown in note 2.

	2024	2023
Adjusted net profit attributable to ordinary shareholders	135,606	125,629
Weighted average number of ordinary shares during the year	853,646	859,260
Adjusted basic earnings per share	15.9p	14.6p

Diluted earnings per share

Diluted earnings per share is based on the profit for the year attributable to the ordinary shareholders

and 857.0m shares (2023: 862.4m shares). The number of shares is equal to the weighted average

number of ordinary shares in issue (net of own ordinary shares held) adjusted to assume conversion

of all potentially dilutive ordinary shares. The Company has two categories of potentially dilutive

ordinary shares: those share options granted to employees under the Sharesave plan where the

exercise price is less than the average market price of the Company’s ordinary shares during the

year and contingently issuable shares awarded under the Long Term Incentive Plan (LTIP).

	2024	2023
Net profit attributable to ordinary shareholders	103,585	113,488
Weighted average number of ordinary shares (diluted)
Weighted average number of ordinary shares for the year	853,646	859,260
Effect of Sharesave options	798	730
Effect of LTIP share awards	2,549	2,398
Weighted average number of ordinary shares (diluted) during the year	856,993	862,388
Diluted earnings per share	12.1p	13.2p

Adjusted diluted earnings per share

	2024	2023
Adjusted net profit attributable to ordinary shareholders	135,606	125,629
Weighted average number of ordinary shares (diluted) during the year	856,993	862,388
Adjusted diluted earnings per share	15.8p	14.6p

20. Interest-bearing loans and borrowings

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

borrowings. For more information about the Group’s exposure to interest rate, liquidity and currency

risks, see note 28.

	Notes	2024	2023
Non-current liabilities
Preference shares classified as debt		40	40
Lease liabilities	29	20,280	8,786
		20,320	8,826
Current liabilities
Lease liabilities	29	4,329	3,131
		4,329	3,131
Total interest-bearing loans and borrowings		24,649	11,957

Terms and debt repayment schedule

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

		Interest	Year of
	Currency	rates	maturity	2024	2023
Non-redeemable preference shares	Sterling	9.5%	—	40	40
				40	40

Information on leases and the lease repayment profile are shown in note 29.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024193

Notes to the Group financial statements Strategic report Corporate governance Financial statements

21. Employee benefits

	2024	2023
Recognised liability for defined benefit obligations (note 26)	3,618	—
Other pension scheme liabilities	153	673
Employee bonuses	24,773	25,497
Employee indemnity provision	1,884	2,016
Other employee benefits	6,417	5,765
	36,845	33,951
Non-current	7,699	4,197
Current	29,146	29,754
	36,845	33,951

Defined benefit pension scheme disclosures are detailed in note 26.

22. Provisions

	Warranty	Other
	provision	provisions	Total
Balance at 1 January 2024	4,465	1,181	5,646
Exchange differences	(99)	(1)	(100)
Charge to the income statement	731	752	1,483
Provisions utilised during the year	(559)	(272)	(831)
Balance at 31 December 2024	4,538	1,660	6,198
Maturity at 31 December 2024
Non-current	1,441	—	1,441
Current	3,097	1,660	4,757
	4,538	1,660	6,198
Maturity at 31 December 2023
Non-current	1,371	—	1,371
Current	3,094	1,181	4,275
	4,465	1,181	5,646

The warranty provision is based on estimates made from historical warranty data associated with

similar products and services. The provision relates mainly to products sold during the last 12 months

and the typical warranty period is 18 months.

The Other provisions are expected to be utilised within the next 12 months.

23. Trade and other payables

	2024	2023
Current liabilities
Trade payables	43,838	40,585
Current tax	15,982	12,387
Other taxes and social security	8,801	8,906
Contract liabilities	7,715	9,142
Other non-trade payables and accrued expenses	33,473	24,488
Other payables	49,989	42,536

Contract liabilities are recognised as amounts are received from customers in advance of performance

under contract, these amounts are then recognised as revenue as and when the Group performs

under the contract. Generally there is no significant time delay between receipt from customers and

performance under contract and so these liabilities remain current.

24. Derivative financial instruments

	Assets	Liabilities	Assets	Liabilities
	2024	2024	2023	2023
Forward foreign exchange contracts – cash flow hedges	1,049	303	879	81
Foreign exchange swaps – cash flow hedges	—	143	—	472
Total	1,049	446	879	553
Less non-current portion:
Forward foreign exchange contracts – cash flow hedges	120	84	206	15
Current portion	929	362	673	538

The full fair value of a hedging derivative is classified as a non-current asset or liability if the

remaining maturity of the hedged item is more than 12 months, and as a current asset or liability,

if the maturity of the hedged item is less than 12 months.

There was no ineffectiveness to be recorded from the use of foreign exchange contracts.

The hedged forecast transactions denominated in foreign currency are expected to occur at various

dates. Gains and losses in respect of these derivatives recognised in the hedging reserve in equity at

31 December 2024 are recognised in the income statement in the period or periods during which the

hedged forecast transaction affects the income statement.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com194

Notes to the Group financial statements Strategic report Corporate governance Financial statements

25. Cash generated from operations

	Note	2024		2023
Profit for the year		104,798	113,48	8
Income tax expense	10	35,663		37,150
Finance income	8	(7,323)		(5,301)
Finance expense	8	2,721		3,430
Operating profit		135,859		148,767
Amortisation of acquired intangible assets		2,604		2,110
Defined benefit scheme settlement loss	5	18,009		—
Other adjustments	5	21,934		13,598
Depreciation	13	14,292		13,533
Amortisation and impairment of development costs	12	3,614		2,352
Equity settled share-based payments	27	6,664		5,670
Profit on sale of property, plant and equipment		(109)		(342)
Increase in provisions		922		216
Cash generated from operations before working
capital cash flows		203,789		185,904
(Increase)/decrease in inventories		(1,437)		5,490
Increase in trade and other receivables		(1,064)		(10,488)
Increase in trade and other payables		12,017		1,399
(Decrease)/increase in employee benefits		(567)		15,538
Cash generated from operations		212,738		197,843

26. Pension schemes

i) Defined benefit pension schemes

The Group operates two defined benefit pension arrangements – the Rotork Pension and Life

Assurance Scheme (UK Scheme) and the Rotork Controls Inc. Pension Plan (US Pension Plan).

On retirement, leaving service or death, the Schemes provide benefits based on final salary and

length of service. Whether measured by assets or liabilities, the UK Scheme is more than 85%

of the overall value of the two defined benefit schemes.

The UK Scheme is subject to the Statutory Funding Objective under the Pensions Act 2004.

A valuation of the Scheme is carried out at least once every three years to determine whether

the Statutory Funding Objective is met. As part of the process, the Company must agree with

the trustees of the Scheme the contributions to be paid to address any shortfall against the

Statutory Funding Objective.

The UK Scheme is managed by a Trustee, with directors appointed in part by the Group and part

from elections by members of the Scheme. The Trustee has responsibility for obtaining valuations of

the fund, administering benefit payments and investing the Scheme’s assets. The Trustee delegates

some of these functions to its professional advisers where appropriate. The UK Scheme which was

closed to new entrants in 2003 and was closed to future accrual from 1 April 2018.

In May 2023, the Group paid a one-off contribution to the UK Scheme of £20.0m. This was to help

facilitate the Scheme’s purchase of a bulk annuity with Aviva, covering the UK Scheme’s current

pensioner liabilities. This transaction happened in the second half of June 2023.

In August 2024 the UK Scheme transacted a second bulk annuity with Aviva, covering the benefits of

the remainder of the UK Scheme’s membership (mainly deferred pensioners). With exception of GMP

equalisation, which has still to be implemented and has therefore not been insured yet, and subject

to any issues that emerge from the ongoing data verification work for the two bulk annuities, all the

liabilities of the UK Scheme have now been insured with Aviva. However, 5% of the premium due for

the second bulk annuity has been deferred and can remain so until the data verification work has

been completed – this amount (which was just over £3.0 million at 31 December 2024) has been

included as a liability of the UK Scheme at 31 December 2024.

Given all the UK Scheme’s liabilities are now insured (except for the impact of GMP equalisation and

subject to the results of the data verification work), this second bulk annuity has been accounted for

as a settlement under IAS 19. The settlement calculations have been carried out at 19 August 2024,

which was the risk transfer date for the second transaction. The settlement loss arising at 19 August

2024 has two components. The main component results from the £17.5m difference between the

premium paid by the UK Scheme and the value of the insured liabilities measured on an IAS 19 basis.

In addition, as part of the second bulk annuity negotiations, it was established that Aviva were

unable to administer one aspect of the UK Scheme’s method for revaluing deferred members’

benefits. To enable the bulk annuity to transact, a slightly improved methodology for deferred

revaluation was agreed. This means there is also a past service cost component, equal to £0.5m.

The overall settlement loss is therefore £18.0m.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024195

Notes to the Group financial statements Strategic report Corporate governance Financial statements

26. Pension schemes continued

i) Defined benefit pension schemes continued

The US Pension Plan is subject to the ERISA funding requirements. A valuation of the Plan is carried

out annually to ensure the Funding Objective is met under ERISA by contributing at least the

Minimum Required Contribution. As part of this process the Company must contribute to the Plan

enough contributions to ensure at least the Minimum Contribution is deposited in the Trust to pay

for the accrual of benefits. The US Pension plan, which was closed to new entrants in 2009, was

closed to future accrual on 31 December 2018.

The impact of the requirement to equalise benefits of men and women for unequal GMPs was

previously estimated to be a 0.3% addition to the liabilities of the UK Scheme. In the context of the

second bulk annuity, the UK Scheme’s advisers made an updated estimate of the eventual impact

of GMP equalisation on the two buy-in contracts. The corresponding IAS 19 value of this revised

estimate is marginally higher than the previous allowance within the UK Scheme’s IAS 19 liabilities

and has been allowed for within the 2024 year-end valuation. The precise impact of GMP

equalisation is unlikely to be clear for some time.

The ongoing data verification work for the first buy-in, although not yet complete, has led the

UK Scheme’s advisers to estimate that there may be a small additional premium due as part of

the eventual true-up. This has been reflected at the 2024 year-end.

In June 2023, the High Court handed down a decision in the case of Virgin Media Limited v

NTL Pension Trustees II Limited and others relating to the validity of certain historical pension

changes. This case may have implications for other defined benefit schemes in the UK. In July 2024,

the appeal against the original decision was dismissed. The Group obtained legal advice that there is

no obligation for the Trustee to investigate historical changes made and concluded that the scheme

will be administered on the same basis as before the decision. Therefore, this has had no impact on

the value of the defined benefit obligations.

Movements in the present value of defined benefit obligations

	2024	2023
Liabilities at 1 January	146,222	144,381
Interest cost	6,637	6,704
Benefits paid	(7,782)	(7,414)
Actuarial (gain)/loss	(15,771)	3,558
Past service cost	519	—
Currency loss/(gain)	291	(1,007)
Liabilities at 31 December	130,116	146,222

Movements in fair value of plan assets

	2024	2023
Assets at 1 January	155,366	136,375
Interest income on plan assets	6,852	7,056
Employer contributions	4,129	26,475
Benefits paid	(7,782)	(7,414)
Return on plan assets, excluding interest income on plan assets	(14,849)	(6,317)
Settlement loss on assets	(17,490)	—
Currency gain/(loss)	272	(809)
Assets at 31 December	126,498	155,366

Expense recognised in the income statement

	2024	2023
Net interest income	(215)	(352)
Past service cost	519	—
Settlement loss on assets	17,490	—
	17,794	(352)

This expense is recognised in the following line items in the income statement

	2024	2023
Net finance expense	(215)	(352)
Administrative expenses	18,009	—
	17,794	(352)

Remeasurements over the year

	2024	2023
Experience adjustments on plan assets	(14,849)	(6,317)
Experience adjustments on plan liabilities	(336)	(2,681)
Actuarial gain/(loss) from changes to financial assumptions	15,901	(3,180)
Actuarial gain from changes to demographic assumptions	207	2,303
Experience adjustments on currency	(20)	198
	903	(9,677)

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com196

Notes to the Group financial statements Strategic report Corporate governance Financial statements

26. Pension schemes continued

i) Defined benefit pension schemes continued

Reconciliation of net defined benefit obligation

	2024	2023
Net defined benefit obligation at the beginning of the year	(9,144)	8,006
Net financing expense	(215)	(352)
Past service cost	519	—
Settlement loss on assets	17,490	—
Remeasurements over the year	(903)	9,677
Employer contributions	(4,129)	(26,475)
	3,618	(9,144)

Liability for defined benefit obligations

The principal actuarial assumptions at 31 December 2024 (expressed as weighted averages):

	UK scheme		US scheme			Weighted average
	(% per annum)		(% per annum)		(% per annum)
	2024	2023	2024	2023	2024	2023
Discount rate	5.50	4.55	5.44	4.77	5.49	4.58
Rate of increase in salaries	n/a	n/a	n/a	n/a	n/a	n/a
Rate of increase in pensions
(post May 2000)	3.00	2.90	0.00	0.00	2.59	2.50
Rate of increase in pensions
(pre May 2000)	4.60	4.60	0.00	0.00	3.97	4.00
UK rate of inflation	3.10	3.00	n/a	n/a	3.10	3.00

In the UK the Retail Price Index is used as the rate of inflation as it is a requirement of the

UK Scheme’s rules.

The split of the Schemes’ assets were as follows:

	Fair value	Fair value
	2024	2023
Equities	—	7,825
Property	433	839
Multi-asset credit (quoted)	(15)	3,770
LDI/absolute return bonds/cash	1,412	53,690
Value of Aviva bulk annuities	111,517	74,049
Balancing premium for second bulk annuity	(3,025)	—
US deposit administration contract	16,176	15,193
Total	126,498	155,366
Actual return on Schemes’ assets (excluding settlement loss)	(7,997)	739

The UK Scheme is now primarily invested in the two Aviva bulk annuities, which have insured all

its liabilities (except for the impact of GMP equalisation and subject to the results of the data

verification work).

The only change made to the UK Scheme’s demographic assumptions at the 2024 year-end is that

future improvements in mortality are now based on the CMI_2023 core projection model, which

places a 15% weighting on 2022’s and 2023’s mortality experience (2023: CMI_2022).

By way of example the respective mortality tables indicate the following life expectancy for UK

Scheme members:

	2024	Life expectancy at age 65	2023	Life expectancy at age 65
Current age	Male	Female	Male	Female
65	22.7	23.5	22.7	23.4
45	24.0	24.9	24.0	24.8

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024197

Notes to the Group financial statements Strategic report Corporate governance Financial statements

26. Pension schemes continued

i) Defined benefit pension schemes continued

Sensitivity analysis on the Schemes’ liabilities

		Approximate effect on liabilities
Adjustments to assumptions	2024	2023
Discount rate
Plus 1.0% p.a.	(16,000)	(20,700)
Minus 1.0% p.a.	18,600	24,500
Inflation
Plus 0.5% p.a.	5,600	6,700
Minus 0.5% p.a.	(5,300)	(6,400)
Life expectancy
Increase of one year in assumed life expectancy	5,000	5,100

The sensitivities disclosed are indicative of how reasonably possible changes would impact the

liabilities recognised. Further movements in assumptions would result in higher variances accordingly.

They are approximate and only show the likely effect of an assumption being adjusted whilst all

other assumptions remain the same. They focus solely on the liability impact and do not reflect likely

matching movements in the assets.

The sensitivity analysis was determined using the same method as per the calculation of liabilities

for the balance sheet disclosures, but using assumptions adjusted as detailed above.

Effect of the Schemes on the Group’s future cash flows

The Group is required to agree a Schedule of Contributions with the Trustee of the UK Scheme following

a valuation which must be carried out at least once every three years. Following the valuation of the

UK Scheme as at 31 March 2022, the Group estimates that cash contributions to the Group’s defined

benefit pension schemes during 2025 will be nil (2024: £3,667,000), although there will be a need

for further contributions when the balancing payment for the second bulk annuity becomes due.

The next triennial valuation is due with an effective date of 31 March 2025.

The weighted average duration of the defined benefit obligation for the UK Scheme is approximately

15 years.

ii) Other pension plans

The Group makes a contribution to a number of defined contribution plans around the world to

provide benefits for employees upon retirement. Total expense relating to these plans in the year

was £8,343,000 (2023: £7,392,000).

27. Share-based payments

The Group awards shares under the LTIP, the Save As You Earn scheme (Sharesave plan), the Global

Employee Share Plan (GESP) and the Share Incentive Plan (SIP). The equity settled share-based

payment expense included in the income statement for each of the plans can be analysed as follows:

	2024	2023
Sharesave plan (a)	604	539
Long Term Incentive Plan (b)	3,193	2,533
GESP/SIP profit-linked share scheme (c)	2,867	2,598
Total expense recognised as employee costs (note 7)	6,664	5,670

Volatility assumptions for equity-based payments

The expected volatility of all equity compensation benefits is based on the historic volatility (calculated

based on the weighted average remaining life of each benefit), adjusted for any expected changes

to future volatility due to publicly available information.

a) Sharesave plan

UK employees are invited to join the Sharesave plan when an offer is made each year. All the offers to

date were made at a 20% discount to market price at the time. There are no performance criteria for

the Sharesave plan. Employees are given the option of joining either the 3 year or the 5 year scheme.

	3 year scheme		5 year scheme
	2024	2023	2024	2023
Grant date	4 October	6 October	4 October	6 October
Share price at grant date	330p	304p	330p	304p
Exercise price	254p	243p	254p	243p
Shares granted under scheme	422,120	407,482	170,027	115,093
Vesting period	3 years	3 years	5 years	5 years
Expected volatility	29.4%	31.1%	29.4%	31.1%
Risk free rate	3.88%	4.48%	3.87%	4.40%
Expected dividends expressed as a dividend yield	2.24%	2.26%	2.24%	2.26%
Probability of ceasing employment before vesting	2.00%	2.00%	2.00%	2.00%
Fair value	105p	97p	117p	109p

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com198

Notes to the Group financial statements Strategic report Corporate governance Financial statements

27. Share-based payments continued

Volatility assumptions for equity-based payments continued

a) Sharesave plan continued

Movements in the number of share options outstanding and their weighted average prices are as follows:

	2024		2023
	Average option		Average option
	price per share	Options	price per share	Options
At 1 January	221p	2,460,589	220p	2,538,426
Granted	254p	592,147	243p	522,575
Exercised	261p	(321,324)	243p	(429,946)
Forfeited	226p	(207,306)	229p	(170,466)
At 31 December	223p	2,524,106	221p	2,460,589

Of the 2,524,106 outstanding options (2023: 2,460,589), 85,540 are exercisable (2023: 120,220).

The Group received proceeds of £840,000 in respect of the 321,324 options exercised during the

year: £2,000 was credited to share capital and £838,000 to share premium. The weighted average

share price at date of exercise was 326p (2023: 310p).

The weighted average remaining life of 1,680,977 (2023: 1,640,383) awards outstanding under the

3 year plan is 1.7 years. The weighted average remaining life of 843,129 (2023: 820,206) awards

outstanding under the 5 year plan is 3.2 years.

b) Long Term Incentive Plan

The LTIP is a performance share plan under which shares are conditionally allocated to selected

members of senior management at the discretion of the Remuneration Committee on an annual

basis. Following shareholder approval of the LTIP at the Company’s AGM on 18 May 2000, awards

of shares are made to executive directors and senior managers each year.

2019 LTIP plan

Following shareholder approval of the 2019 LTIP plan at the Company’s AGM on 26 April 2019,

awards of shares have been made annually to executive and senior managers. Previously, a third

of these awards vested under a TSR performance condition, a third under an EPS performance

condition and a third under a Return on Invested Capital (ROIC) performance condition. For the 2023

awards onwards, 30% of these awards vest under a TSR performance condition, 30% under an EPS

performance condition, 30% under a Return on Invested Capital (ROIC) performance condition and

10% under an ESG performance condition.

TSR measures the change in value of a share and reinvested dividends over the period of measurement.

The actual number of shares transferred will be determined by the number of shares initially allocated

multiplied by a vesting percentage. The actual number of shares transferred will be 25% at the 50th

percentile rising to 100% at the 75th percentile.

The EPS performance condition is satisfied with 25% (15% for pre 2023 awards) of the awards

vesting if the EPS growth is 9% over the vesting period up to a maximum of 100% vesting if EPS

growth exceeds 35%.

Vesting of awards under the ROIC condition is determined by calculating the growth in ROIC, on a

cumulative basis, over the performance period. For the 2022, 2023 and 2024 awards, the awards will

vest by comparing the average ROIC over the performance period against a set of pre-defined targets.

The ESG performance condition is satisfied with an absolute reduction in scope 1 and 2 CO

emissions

with targets aligned to the accredited, published 2030 SBTI targets.

The performance period for the 2021 awards ended on 31 December 2023. Messrs. PricewaterhouseCoopers

LLP as independent actuaries certified to the Remuneration Committee that there was a 13.8%

vesting of this award as the Group’s EPS growth was 17.1% over the performance period. The TSR

and ROIC elements of the scheme did not vest as the performance criteria were not met.

The performance period for the 2022 awards ended on 31 December 2024. Messrs. PricewaterhouseCoopers

LLP as independent actuaries certified to the Remuneration Committee that there was a 55.8% vesting of

this award as the Group’s EPS growth was 41.2% over the performance period and the Group’s growth in

economic profit was 48.2%. The TSR element of the scheme did not vest as the performance criteria were

not met.

	2024	2023
Grant date	21 March	24 March
Share price at grant date	333p	307p
Shares granted under scheme	1,651,166	1,543,337
Vesting period	3 years	3 years
Expected volatility	26.0%	28.4%
Risk free rate	4.0%	3.3%
Expected dividends expressed as a dividend yield	0.0%	0.0%
Probability of ceasing employment before vesting	5% p.a.	5% p.a.
Fair value of awards under TSR performance conditions	170p	190p
Fair value of awards under EPS and ROIC performance conditions	333p	307p

		Outstanding	Granted	Vested		Outstanding
		at start of year	during year	during year	Lapsed	at end of year
2021	Award	810,872	—	(110,5 45)	(700,327)	—
2022	Award	1,211,676	—	—	(94,599)	1,117,077
2023	Award	1,543,337	—	—	(153,292)	1,390,045
2024	Award	—	1,651,166	—	(34,876)	1,616,290
		3,565,885	1,651,166	(110,545)	(983,094)	4,123,412

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024199

Notes to the Group financial statements Strategic report Corporate governance Financial statements

27. Share-based payments continued

2019 LTIP plan continued

The weighted average remaining life of awards outstanding is one year.

c) Global Employee Share plan (GESP) and the Share Incentive Plan (SIP)

These discretionary profit-linked shares schemes are annual schemes based on the prior year profit

of participating Rotork companies. The value of the award to each employee is based on salary and

length of service and can be up to £3,600.

28. Financial instruments

Financial risk and treasury policies

The Group Treasury department maintains liquidity, identifies and manages foreign exchange risk,

manages relations with the Group’s bankers and provides a treasury service to the Group’s businesses.

Treasury dealings such as investments, borrowings and foreign exchange are conducted only to

support underlying business transactions.

The Group has clearly defined policies for the management of credit, foreign exchange and interest

rate risk. The Group Treasury department is not a profit centre and, therefore, does not undertake

speculative foreign exchange dealings for which there is no underlying exposure. Exposures resulting

from sales and purchases in foreign currency are matched where possible and the net exposure may

be hedged.

a) Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial

instrument fails to meet its contractual obligations, and arises principally from the Group’s

receivables from customers and cash on deposit with financial institutions.

Management has a credit policy in place and exposure to credit risk is both monitored on an ongoing

basis and reduced through the use of credit insurance covering over 80% of trade receivables at any

time. Credit evaluations are carried out on all customers requiring credit above a certain threshold,

with varying approval levels set around this depending on the value of the sale. At the balance sheet

date there were no significant concentrations of credit risk.

Goods are sold subject to retention of title clauses, so that in the event of non–payment the Group

may have a secured claim.

The Group maintains an allowance for impairment in respect of non–insured receivables where

recoverability is considered doubtful.

The Group Treasury Committee meets regularly and reviews the credit risk associated with

institutions that hold a material cash balance. As well as credit ratings, counterparties and

instruments are assessed for credit default swap pricing and liquidity of funds.

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The maximum

exposure to credit risk at the reporting date was:

	Carrying amount
	2024	2023
Trade receivables	149,479	152,842
Cash and cash equivalents	149,983	146,372
	299,462	299,214

The maximum exposure to credit risk for trade receivables at the reporting date by currency was:

	Carrying amount
	2024	2023
Sterling	18,738	23,613
US dollar	39,076	30,291
Euro	41,558	46,378
Other	50,107	52,560
	149,479	152,842

Allowance for expected credit loss against trade receivables

The following table shows the expected credit loss (ECL) that has been recognised for trade receivables:

	Gross	Provision	Gross	Provision
	2024	2024	2023	2023
Not past due	122,311	—	118,229	—
Past due 0–30 days	19,261	—	23,077	(32)
Past due 31–60 days	5,339	(121)	6,684	(96)
Past due 61–90 days	1,800	(67)	2,084	(106)
Past due more than 91 days	4,791	(3,835)	4,796	(1,794)
	153,502	(4,023)	154,870	(2,028)

b) Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall

due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always

have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the Group’s reputation.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com200

Notes to the Group financial statements Strategic report Corporate governance Financial statements

28. Financial instruments continued

Financial risk and treasury policies continued

b) Liquidity risk continued

The Group is highly cash generative and uses monthly cash flow forecasts to monitor cash

requirements and to optimise its return on investments. Typically the Group ensures that it has

sufficient cash on hand to meet foreseeable operational expenses; it also maintains a £5,000,000

uncommitted undrawn overdraft facility (2023: £5,000,000) on which interest would be payable

at base rate plus 2.0% (2023: 2.0%), a €5,000,000 uncommitted undrawn overdraft facility

(2023: €5,000,000) on which interest would be payable at base rate plus 1.1% (2023: 1.1%),

a $5,200,000 uncommitted undrawn overdraft facility (2023: nil) on which interest would be

payable at the bank’s cost of funds plus 1.1% and a CNY 40,000,000 (2023: nil) uncommitted

undrawn overdraft facility on which interest would be payable the bank’s cost of funds plus

1.1%. There are additional facilities of INR 750m, payable at base rate plus 2% (2023: 2%) and

USD $10m, payable at base rate plus 1.25% (2023: 1.25%) that are used to manage local working

capital requirements and treated as overdrafts. They remain undrawn.

The Group holds a £75,000,000 committed Revolving Credit Facility which matures in December 2027.

At 31 December 2024 this committed facility was fully undrawn, resulting in £75,000,000 being available.

The following are the contractual maturities of financial liabilities, including interest payments

and excluding the impact of netting agreements:

						Analysis of contractual cash flow maturities
	Carrying	Contractual	Less than			More than
31 December 2024	amount	cash flows	12 months	1–2 years	2–5 years	5 years
Lease liabilities	24,609	28,795	5,212	4,613	6,846	12,124
Trade and other payables
and accrued expenses	77,311	77,311	77,311	—	—	—
Foreign exchange contracts	446	446	362	84	—	—
Non-redeemable preference shares	40	40	—	—	—	40
	102,406	106,592	82,885	4,697	6,846	12,164

						Analysis of contractual cash flow maturities
	Carrying	Contractual	Less than			More than
31 December 2023	amount	cash flows	12 months	1–2 years	2–5 years	5 years
Lease liabilities	11,917	13,220	3,604	3,134	5,367	1,115
Trade and other payables
and accrued expenses	65,073	65,073	65,073	—	—	—
Foreign exchange contracts	553	553	538	15	—	—
Non-redeemable preference shares	40	40	—	—	—	40
	77,583	78,886	69,215	3,149	5,367	1,155

Where a counterparty experiences credit stress the foreign exchange contracts may be settled on a

net basis but standard practice is to settle on a gross basis and the undiscounted gross outflow in

respect of these contracts is £88,700,000 (2023: £102,500,000) and the gross inflow is £89,300,000

(2023: £102,800,000).

c) Market risk

Market risk arises from changes in market prices, such as currency rates and interest rates, and

may affect the Group’s results. The objective of market risk management is to manage and control

market risk within suitable parameters.

i) Currency risk

The Group is exposed to foreign currency risk on sales and purchases that are denominated in a

currency other than the business unit’s functional currency. The currencies primarily giving rise to this

risk are the US dollar and related currencies and the euro. The Group hedges up to 75% of forecast

US dollar or euro foreign currency exposures using forward exchange contracts. In respect of other

non-sterling monetary assets and liabilities the exposures may also be hedged up to 75% where this

is deemed appropriate.

As part of the Group’s cash management some of the overseas subsidiaries have loan and deposit

balances where their intra-group counterparty is in the UK. The balances are typically in local

currency for the subsidiary so the UK holds a foreign currency current asset or liability which is

usually hedged through the use of foreign exchange swaps. At the balance sheet date only the

‘forward’ part of the swap remains and this is designated as a cash flow hedge to match the

currency exposure of the intercompany loan asset.

The Group classifies its forward exchange contracts (that hedge both the forecast sale and purchase

transactions and the intercompany loan and deposit balances) as cash flow hedges and states them

at fair value. The net fair value of foreign exchange contracts used as hedges at 31 December 2024

was a £603,000 asset (2023: £326,000 asset) comprising an asset of £1,049,000 (2023: £879,000)

and a liability of £446,000 (2023: £553,000). Forward exchange contracts in place at 31 December

2024 mature in 2025 and 2026.

Changes in the fair value of foreign exchange contracts that economically hedge monetary assets

and liabilities in foreign currencies, and for which no hedge accounting is applied, are recognised in

the income statement.

Sensitivity analysis

It is estimated that, with all other variables held equal (in particular other exchange rates), a general

change of one cent in the value of euro against sterling would have had an impact on the Group’s

operating profit for the year ended 31 December 2024 of £250,000 (2023: £150,000) and a change

of one cent in the value of US dollar against sterling would have had an impact on the Group’s

operating profit for the year ended 31 December 2024 of £650,000 (2023: £500,000). Larger

changes would have a linear impact on operating profit. The method of estimation, which has been

applied consistently, involves assessing the transaction impact of US dollar and euro cash flows and

the translation impact of US dollar and euro profits.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024201

Notes to the Group financial statements Strategic report Corporate governance Financial statements

28. Financial instruments continued

Financial risk and treasury policies continued

c) Market risk continued

i) Currency risk continued

Sensitivity analysis continued

The following significant exchange rates applied during the year:

	Average rate		Closing rate
	2024	2023	2024	2023
US dollar	1.28	1.24	1.25	1.27
Euro	1.18	1.15	1.21	1.15

ii) Interest rate risk

The Group does not undertake any hedging activity in this area.

All cash deposits are made at prevailing interest rates and the majority is available with same day

notice, though deposits are sometimes made with a maturity of no more than three months. The

main element of interest rate risk concerns sterling, US dollar, euro and Renminbi deposits, all of

which are on a floating rate basis.

The interest rate profile of the Group’s financial liabilities (excluding leases) at 31 December was

as follows:

	2024	2023
Fixed rate financial liabilities	40	40
Floating rate financial liabilities	—	—
	40	40

The fixed rate financial liabilities comprise preference shares.

The weighted average interest rate of the fixed and floating rate financial liabilities are 9.5%

(2023: 9.5%) and nil (2023: nil respectively.

The maturity profile of the Group’s fixed rate financial liabilities (excluding leases) at 31 December

was as follows:

	2024	2023
In more than five years	40	40
	40	40

d) Capital risk management

The primary objective of the Group’s capital management is to ensure it maintains sufficient capital

in order to support its business and maximise shareholder value. The Group has an asset-light business

model and uses cash generated from operations to either invest organically or by acquisition. The Group

manages its capital structure and makes adjustments to it in light of changes in economic and

market conditions. To maintain or adjust the capital structure, the Group may adjust the dividend

payment to shareholders or issue new shares.

The Group defines capital as net cash/(debt) plus equity attributable to shareholders. There are no

externally imposed restrictions on the Group’s capital structure. The reconciliation of the Group’s

definition of capital employed is shown in note 2. The Group’s reconciliation of net debt to net cash

is shown below.

	Notes	2024	2023
Total borrowings including lease liabilities	20	(24,649)	(11,957)
Total cash and cash equivalents	17	149,983	146,372
Group net cash		125,334	134,415
Reconciliation of changes in assets and liabilities arising
from financing activities
Repayment of lease liabilities		4,217	3,699
Increase in lease liabilities		(16,924)	(7,069)
Effect of exchange rate fluctuations		15	249
Changes in financial liabilities arising from financing activities		(12,692)	(3,121)
Net increase in cash and cash equivalents		3,611	31,602
Net (decrease)/increase in net cash		(9,081)	28,481
Net cash at start of year		134,415	105,934
Net cash at end of year		125,334	134,415

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com202

Notes to the Group financial statements Strategic report Corporate governance Financial statements

28. Financial instruments continued

Financial risk and treasury policies continued

e) Fair values

The fair values of financial assets and liabilities, together with the carrying amounts shown in the

balance sheet, were as follows:

	Carrying		Carrying
	amount	Fair value	amount	Fair value
	2024	2024	2023	2023
Loans and receivables
Trade receivables	149,479	149,479	152,842	152,842
Financial assets
Cash and cash equivalents	149,983	149,983	146,372	146,372
Designated cash flow hedges
Foreign exchange contracts:
– Financial assets	1,049	1,049	879	879
– Financial liabilities	(446)	(446)	(553)	(553)
Financial liabilities at amortised cost
Trade and other payables and accrued expenses	(77,311)	(77,311)	(65,073)	(65,073)
Preference shares	(40)	(40)	(40)	(40)
Lease liabilities	(24,609)	(24,609)	(11,917)	(11,917)
	198,105	198,105	222,510	222,510

Fair value hierarchy

The fair value of the Group’s outstanding derivative financial assets and liabilities consisted of foreign

exchange contracts and swaps and were estimated using year end spot rates adjusted for the forward

points to the appropriate value dates, and gains and losses are taken to other comprehensive income,

and estimated using market foreign exchange rates at the balance sheet date. All derivative financial

instruments are categorised as Level 2 of the fair value hierarchy.

The other financial instruments are classified as Level 3 in the fair value hierarchy and are valued as follows.

Cash and cash equivalents, trade and other payables, and trade receivables are carried at their

book values as this approximates to their fair value due to the short-term nature of the instruments.

Bank loans and lease liabilities are carried at amortised cost as it is the intention that they will not

be repaid prior to maturity, where this option exists. The fair values are evaluated by the Group

based on parameters such as interest rates and relevant credit spreads.

29. Leases

The Group leases many assets including land and buildings, vehicles, machinery and IT equipment.

Information about leases for which the Group is a lessee is presented below.

Right-of-use assets

The right-of-use assets are disclosed as non-current assets and are part of the property, plant and

equipment balance of £90,302,000 at 31 December 2024.

	Land and	Plant and
	buildings	equipment	Total
Balance at 1 January	9,230	2,216	11,446
Depreciation charge for the year	(3,717)	(1,186)	(4,903)
Additions to right-of-use assets	15,425	1,499	16,924
Right-of-use assets disposed of	—	(4)	(4)
Foreign exchange differences	(120)	434	314
Balance at 31 December	20,818	2,959	23,777

Lease liabilities

	2024	2023
Maturity analysis – contractual undiscounted cash flows
Less than one year	5,212	3,604
One to five years	11,459	8,501
More than 5 years	12,124	1,115
Total undiscounted lease liability at 31 December	28,795	13,220
Interest cost associated with future periods	(4,186)	(1,303)
Lease liabilities included in Consolidated balance sheet at 31 December	24,609	11,917
Current	4,329	3,131
Non-current	20,280	8,786

Amounts recognised in the income statement

The Group has elected not to recognise a lease liability for short term leases (leases with an expected

term of 12 months or less) or for leases of low value assets. Payments made under such leases are

expensed on a straight-line basis. In addition, certain variable lease payments are not permitted to

be recognised as lease liabilities and are expensed as incurred.

For the year ended 31 December 2024

rotork.com Rotork Annual Report 2024203

Notes to the Group financial statements Strategic report Corporate governance Financial statements

29. Leases continued

Amounts recognised in the income statement continued

	2024	2023
Leases under IFRS 16
Interest on lease liabilities	761	495
Expenses relating to short-term leases and leases of low-value assets	2,228	2,485
Depreciation of right-of-use assets	4,902	4,148

Amounts recognised in statement of cash flows

	2024	2023
Total cash outflow for leases	6,455	6,184

30. Capital commitments

Capital commitments at 31 December for which no provision has been made in these accounts were:

	2024	2023
Contracted	1,019	933

31. Contingencies

	2024	2023
Performance guarantees and indemnities	6,509	8,194

The performance guarantees and indemnities have been entered into in the normal course of business.

A liability would only arise in the event of the Group failing to fulfil its contractual obligations.

Subsidiary audit exemptions

Rotork plc has issued guarantees over the liabilities of the following companies at 31 December 2024

under Section 479C of Companies Act 2006 and these entities are exempt from the requirements of

the Act relating to the audit of individual accounts by virtue of Section 479A of the Act.

• Bifold Fluidpower Limited (01787729)

• Bifold Group Limited (06186844)

• Flowco Limited (02891839)

• Rotork Midland Limited (02819224)

• Rotork Americas Holdings Limited (12320359)

• Rotork Controls Limited (00608345)

• Rotork Overseas Limited (01010160)

• Rotork UK Limited (01090344)

32. Related parties

The Group has a related party relationship with its subsidiaries and with its directors and key

management. A list of subsidiaries is shown on pages 208 to 210 of these financial statements.

Transactions between two subsidiaries for the sale and purchase of products or the subsidiary

and parent Company for management charges are priced on an arm’s length basis.

Key management emoluments

The emoluments of those members of the Rotork Management Board, including directors,

who are responsible for planning, directing and controlling the activities of the Group were:

	2024	2023
Emoluments including social security costs	8,234	6,713
Pension contributions	272	261
Share-based payments	1,363	1,628
	9,869	8,602

No directors are members of defined contribution schemes and therefore no cash has been paid into

defined contribution schemes on their behalf.

The aggregate amount of gains made by directors on the exercise of share options was £104,000

(2023: £95,000).

The aggregate amount of remuneration for all directors can be found in the Directors’ Remuneration

Report in the Single figure table on pages 145 to 146.

33. Post balance sheet events

On 10 March 2025 Rotork agreed to acquire 100% of the equity interest in Noah Actuation Co. Ltd.,

a company headquartered in Seoul, South Korea for an enterprise value of £44m. The acquisition will

expand Rotork’s electric actuator offering and is fully aligned to the Growth+ strategy. Completion is

expected in the coming days and therefore the initial accounting for the business combination has

not yet been completed. Further information will be provided in the condensed consolidated interim

financial statements of the Group for the period ended 30 June 2025.

For the year ended 31 December 2024

Rotork Annual Report 2024 rotork.com204

Notes to the Group financial statements Strategic report Corporate governance Financial statements

2024 2023

Notes £000 £000

Non-current assets

Property, plant and equipment c 6 10

Investments d 43,205 43,205

Amounts owed by Group undertakings 355,432 322,995

Deferred tax assets e 808 284

Total non-current assets 399,451 366,494

Current assets

Amounts owed by Group undertakings 57,812 44,161

Other receivables f 280 447

Cash and cash equivalents — —

Total current assets 58,092 44,608

Total assets 457,543 411,102

Current liabilities

Trade payables 257 288

Current tax 8,008 7,888

Amounts owed to Group undertakings 108,076 29,950

Other payables g 9,023 4,876

Total current liabilities 125,364 43,002

Non-current liabilities

Preference share capital g 40 40

Total non-current liabilities 40 40

Total liabilities 125,404 43,042

Net assets 332,139 368,060

Equity

Issued equity capital i 4,232 4,306

Share premium 21,842 21,004

Capital redemption reserve 1,792 1,716

Retained earnings 304,273 341,034

Total equity 332,139 368,060

The Company reported a total comprehensive income for the financial year of £77 ,998,000

(2023:£77,489,000).

These Company financial statements, company number 00578327, were approved by the Board

ofDirectors on 10 March 2025 and were signed on its behalf by:

K Huynh and B Peacock

Directors

Issued

equity

capital

£000

premium

£000

Capital

redemption

reserve

£000

Retained

earnings

£000

Total

equity

£000

Balance at 31 December 2022 4,304 19,959 1,716 319,139 345,118

Total comprehensive income for the year — — — 77,4 89 77,489

Equity settled share-based

paymenttransactions — — — 2,282 2,282

Share options exercised by employees 2 1,045 — — 1,047

Own ordinary shares acquired — — — (2,444) (2,444)

Own ordinary shares awarded under

share schemes — — — 3,388 3,388

Dividends — — — (58,820) (58,820)

Balance at 31 December 2023 4,306 21,004 1,716 341,034 368,060

Total comprehensive income for the year — — — 79,998 79,998

Equity settled share-based

paymenttransactions — — — 4,046 4,046

Share options exercised by employees 2 838 — — 840

Own ordinary shares acquired — — — (10,348) (10,348)

Own ordinary shares awarded under

share schemes — — — 3,134 3,134

Share buyback programme (76) — 76 (50,326) (50,326)

Dividends — — — (63,265) (63,265)

Balance at 31 December 2024 4,232 21,842 1,792 304,273 332,139

Rotork plc Company balance sheet

At 31 December 2024

Rotork plc Company statement of changes in equity

At 31 December 2024

rotork.com Rotork Annual Report 2024205

Strategic report Corporate governance Financial statements

Rotork plc Company balance sheet and statement of changes in equity Strategic report Corporate governance Financial statements

a) Accounting policies

The following accounting policies have been applied consistently in dealing with items which are

considered material in relation to the financial statements. Notes a to j relate to the Company rather

than the Group. Except where indicated, values in these notes are in £000.

Basis of preparation

The financial statements have been prepared under the historical cost convention.

The Company has applied Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101)

issued by the Financial Reporting Council (FRC) incorporating the Amendments to FRS 101 issued by

the FRC in July 2015, and the amendments to Company law made by The Companies, Partnerships

and Groups (Accounts and Reports) Regulations 2015. In these financial statements, the Company

has applied the exemptions available under FRS 101 in respect of the following disclosures:

• a Cash Flow Statement and related notes;

• comparative period reconciliations for share capital and tangible fixed assets;

• disclosures in respect of transactions with wholly-owned subsidiaries;

• disclosures in respect of capital management;

• the effects of new but not yet effective IFRSs; and

• disclosures in respect of the compensation of Key Management Personnel.

Notes to the Company financial statements

The Company produces consolidated financial statements which have been prepared in accordance

with UK-adopted international accounting standards. As the consolidated financial statements of

theCompany include the equivalent disclosures, the Company has also taken the exemptions under

FRS 101 available in respect of the following disclosures:

• IFRS 2 Share Based Payments in respect of Group settled share based payments;

• the disclosures required by IFRS 7 and IFRS 13 regarding financial instruments; and

• the disclosures required by IAS 12 Income Taxes in connection with Pillar Two.

Where the Company enters into financial guarantee contracts to guarantee the indebtedness of

other companies within the Group, the Company considers these to be insurance arrangements, and

accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent

liability until such time as it becomes probable that the Company will be required to make a payment

under the guarantee. The Company accounts for intra-group cross guarantees under IFRS 9.

As permitted by s408 of the Companies Act 2006 the Company has elected not to present its own

profit and loss account or statement of comprehensive income for the year. The profit attributable

tothe Company is disclosed in the footnote to the Company’s balance sheet.

Audit fees

Amounts receivable by the Company’s auditor and its associates in respect of services to the

Company and its associates, other than the audit of the Company’s financial statements, have not

been disclosed as the information is required instead to be disclosed on a consolidated basis in the

consolidated financial statements.

Going concern

The directors are satisfied that the Company has sufficient resources to continue in operation for a

period of not less than 12 months from the date of this report. Accordingly, the directors continue to

adopt the going concern basis in preparing the financial statements. Assumptions relating to going

concern for the Company are aligned to the Group as described on page 178.

Investments in subsidiaries

Investments are measured at cost less any provision for impairment and comprise investments in

subsidiary companies.

Property, plant and equipment

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated

impairment losses.

Plant and machinery are depreciated by equal annual instalments by reference to their estimated

useful lives and residual values at annual rates of between 10% and 33%. Depreciation methods,

useful lives and residual values are reviewed at each balance sheet date.

Post-retirement benefits

The Company participates in a UK Group pension scheme providing benefits based on final pensionable

salary. The assets of the scheme are held separately from those of the Company. The sponsoring

employer for the Group pension scheme is Rotork Controls Ltd. No contractual agreement or policy is

in place for charging to individual Group entities the net defined benefit cost for the plan as a whole.

As a result, in accordance with IAS 19, the amount charged to the profit and loss account represents

the contributions payable to the scheme in respect of the accounting period.

Classification of preference shares

In line with the requirements of IFRS 9, Financial Instruments, the cumulative redeemable preference

shares issued by the Company are classified as long-term debt. The preference dividends are charged

within interest payable.

Deferred taxation

Deferred tax is provided on temporary differences between the carrying amounts of assets and

liabilities for financial reporting purposes and the amounts used for taxation purposes. The following

temporary differences are not provided for: the initial recognition of goodwill, the initial recognition

of assets or liabilities that affect neither accounting nor taxable profit other than in a business

combination, and differences relating to investments in subsidiaries to the extent that they will

probably not reverse in the foreseeable future. The amount of deferred tax provided is based on

theexpected manner of realisation or settlement of the carrying amount of assets and liabilities,

using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits

willbe available against which the temporary difference can be utilised.

Rotork Annual Report 2024 rotork.com206

Notes to the Company financial statements Strategic report Corporate governance Financial statements

a) Accounting policies continued

Foreign currencies

Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are translated using

the rate of exchange at the balance sheet date and the gains or losses on translation are included in

the profit and loss account.

Share-based payments

The Company has adopted IFRS 2 and its policy in respect of share-based payment transactions

isconsistent with the Group policy shown in note 1 to the Group financial statements. Costs in

relation to share-based awards made to other Group company employees are recharged to each

subsidiary company.

Dividends

Interim dividends are recorded in the financial statements when they are paid. Final dividends

arerecorded in the financial statements in the period in which they are approved by the

Company’sshareholders.

Critical judgements and key estimation uncertainties

Estimates and judgements are regularly evaluated and are based on historical experience and

otherfactors, including expectations of future events that are believed to be reasonable under

thecircumstances.

The Company makes estimates and assumptions concerning the future. The resulting estimates will,

by definition, seldom equal the actual results. The estimates and assumptions that have a risk of

causing a material adjustment to the carrying amount of assets and liabilities in the next financial

year are listed below.

There are no critical accounting estimates or judgements requiring evaluation.

b) Personnel expenses in the Company profit and loss account

2024 2023

Wages and salaries (including bonus and incentive plans) 9,044 6,799

Social security costs 1,579 1,109

Pension costs 259 209

Share-based payment charge 2,067 1,799

12,949 9,916

During the year there were 42 (2023: 34) employees of Rotork plc including the two (2023: two)

executive directors.

Share-based payments

The share-based payment charge relates to employees of the Company participating in the Long Term

Incentive Plan (LTIP). The disclosures required under IFRS 2 can be found in note 26 to the Group

Financial Statements. The table below sets out the movement of share options under the LTIP for

employees of the Company.

Outstanding

at start of year

Granted

during year

Vested

during year Lapsed

Outstanding

at end of year

2021 Award 377,220 — (14,404) (362,816) —

2022 Award 639,693 — — (21,256) 618,437

2023 Award 691,961 — — (99,816) 592,145

2024 Award — 726,260 — — 726,260

1,708,874 726,260 (14,404) (483,888) 1,936,842

The weighted average remaining life of awards outstanding at the year end is one year.

c) Property, plant and equipment in the Company balance sheet

Plant and

equipment

Cost

At 1 January 2024 and 31 December 2024 19

Depreciation

At 1 January 2024 9

Charge for the year 4

At 31 December 2024 13

Net book value

At 31 December 2024 6

At 31 December 2023 10

d) Investments in the Company balance sheet

Shares in Group companies

2024 2023

At 31 December 43,205 43,205

rotork.com Rotork Annual Report 2024207

Notes to the Company financial statements Strategic report Corporate governance Financial statements

d) Investments in the Company balance sheet continued

The Company has the following investments in wholly-owned subsidiaries. The principal activities

ofall the subsidiary undertakings are those of the Group, except as indicated below:

D Dormant company H Holding company N Active non-trading company

Subsidiary Incorporated in Registered address

100% owned by Rotork plc

G.H. Chaplin & Co

(Engineers)Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Analysis Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Cleaners Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Control and Safety Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Instruments Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Nominees Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Widcombe (Developments) Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Controls Limited England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Overseas Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Rotork ControlsLimited

Rotork Actuation (Shanghai) Co., Ltd China Building G, No.260 Liancao Road, Minhang

District, Shanghai, PRC 201108

Rotork Trading (Shanghai) Co., Ltd China Room 1177, No. 400, Middle Zhejiang Road,

Huangpu District, Shanghai, PRC

Rotork Flow Technology

(Suzhou)Co., Ltd

China Building A, No. 88, Yinhe Road, Eastsouth

Street, Changshu, Jiangsu Providence, PRC

Rotork Controls (India)

PrivateLimited

India 28B, Ambattur Industrial Estate (North Phase),

Ambattur, Chennai 600 098, India

Rotork UK Limited England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Valvekits Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Americas Holdings Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

75% owned by Rotork ControlsLimited

Rotork Saudi Arabia LLC Saudi Arabia LC07, Al-Khobar, 31671 Dammam, Kingdom

ofSaudi Arabia

100% owned by Rotork OverseasLimited

Rotork Australia Pty Limited Australia 21-23 Décor Drive, Hallam, VIC, 3803, Australia

Rotork Controls Comercio

DeAtuadores LTDA

Brazil Condomínio Industrial Veccon Zeta Estrada

Mineko Ito n˚ 4.30, Sumaré, São Paulo,

13178-542, Brazil

15175445 Canada Inc.

Canada 2-6725 Millcreek Drive, Mississauga, Ontario

Canada L5N 5V, Canada

Subsidiary Incorporated in Registered address

Rotork Controls (Canada) Limited Canada 2-6725 Millcreek Drive, Mississauga, Ontario,

L5N-5V3, Canada

Rotork Andina SpA Chile Canal La Punta 8770, Bodega 32, Renca, Santiago

Bifold Group Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Midland Limited England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Rotork Motorisation SAS France 75, rue Rateau 93126 La Courneuve Cedex, France

Rotork Controls

(Deutschland)GmbH

Germany Siemensstr. 33, 40721 Hilden, Germany

Rotork Germany Holdings GmbH

Germany Mühlsteig 45, 90579 Langenzenn, Germany

Rotork Limited Hong Kong 5/F, Manulife Place, 348 Kwun Tong Road,

Kowloon, Hong Kong

Rotork Controls Italia Srl Italy Via Portico 17, 24050, Orio al Serio,

Bergamo,Italy

Rotork Japan Co Limited Japan 2-2-24 Sengoku, Koto-ku, Tokyo, 135-

0015Japan

Rotork Middle East FZE Jebel Ali Free Zone PUB-LC 07, near R/A 08, PO Box 262903, Jebel

Ali Free Zone, Dubai, United Arab Emirates

Rotork (Malaysia) Sdn Bhd Malaysia 1-17-1, Menara Bangkok Bank, Berjaya

CentralPark, No 105, 50450 Jalan Ampang,

Kuala Lumpur, Malaysia

Rotork Actuation Sdn Bhd Malaysia 1-17-1, Menara Bangkok Bank, Berjaya

CentralPark, No 105, 50450 Jalan Ampang,

Kuala Lumpur, Malaysia

Rotork Gears Holding BV

Netherlands Nijverheidstraat 25, 7581 PV Losser, Netherlands

Robusta Miry Brook BV

Netherlands Herikerbergweg 88, 1101CM,

Amsterdam,Netherlands

Rotork Norge AS Norway Ormahaugvegen 3, 5347 Ågotnes, Norway

Rotork Polska Zoo Poland Zabrze, Plutonowego Ryszarda Szkubacza 8,

41-800 Zabrze, Poland

Rotork Rus Limited

Russia 127254 Moscow, Rustaveli street, 14, bld. 6,

space 1/4

Rotork Controls (Singapore)

PteLimited

Singapore 426 Tagore Industrial Avenue, Sindo Industrial

Estate, Singapore 787808

Rotork Africa (Pty) Limited South Africa 136 Kuschke Street, Meadowdale, Germiston,

Gauteng 1601 South Africa

Rotork Controls Korea Co., Ltd South Korea Room 515, 42 Jangmi-ro, Bundang-gu,

Seongnam-si, Gyeonggi-do, 13496,

RepublicofKorea,

Rotork Annual Report 2024 rotork.com208

Notes to the Company financial statements Strategic report Corporate governance Financial statements

Subsidiary Incorporated in Registered address

Rotork YTC Limited South Korea 81 Hwanggeum-ro, 89 Beon-gil, Yangchon-

eup, Gimpo-si, Gyeonggi-do, 1048,

RepublicofKorea,

Rotork Controls (Iberia) SL Spain Larrondo Beheko Etorbidea, Edificio 2, 48180

Loiu Bizkaia, Spain

Rotork Sweden AB Sweden Box 80, 791 22 Falun, Sweden

Rotork AG

Switzerland Fuchsacker 678, 9426 Lutzenberg, Switzerland

Rotork Inc

USA 675 Mile Crossing Blvd., Rochester NY 14624,

United States

Rotork Controls de Venezuela SA Venezuela Av. San Felipe Edif, La Castellana Caracas

(Chacao) Miranda Zona Postal 1060, Venezuela

Rotork Turkey Akıs¸ Kontrol

Sistemleri Ticaret Limited Sirketi

Turkey Aydınli Mh. Melodi Sk., Bilmo Küçük Sanayi

Sitesi, No:35/1-2, Tuzla, Istanbul, 34953, Turkey

100% owned by 15175445 Canada Inc

13688682 Canada Inc

13887987 Canada Inc

13887928 Canada Inc

Canada

2-6725 Millcreek Drive, Mississauga, Ontario

Canada L5N 5V, Canada

2-6725 Millcreek Drive, Mississauga, Ontario

Canada L5N 5V, Canada

2-6725 Millcreek Drive, Mississauga, Ontario

Canada L5N 5V, Canada

33.33% owned by each of13688682 Canada Inc,

13887987Canada Inc and 13887928Canada Inc

Hanbay Inc

Canada 2-6725 Millcreek Drive, Mississauga, Ontario

Canada L5N 5V, Canada

100% owned by Valvekits Limited

Circa Engineering Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Rotork Trading

(Shanghai) Co Limited

Centork Trading (Shanghai) Co. Ltd China Room C-02, 1/F, West Area No. 2 Building, No.

29 Jiatai Road, Free Trade Zone, Shanghai, China

100% owned by Rotork UK Limited

Prokits Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Flowco Limited England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Rotork Controls Italia Srl

Rotork Instruments Italy Srl Italy Via Portico 17, 24050, Orio al Serio,

Bergamo,Italy

Rotork Fluid Systems Srl Italy Via Padre Jacques Hamel, 55016 Porcari,

Lucca,Italy

Subsidiary Incorporated in Registered address

100% owned by Rotork Gears Holding BV

Rotork Gears BV Netherlands Nijverheidstraat 25, 7581,

PV Overijssel, Netherlands

Rotork BV Netherlands Mandenmakerstraat 45, 3194,

DA Hoogvliet, Netherlands

100% owned by Rotork Inc

Rotork (Thailand) Limited Thailand 35/8 Soi Ladprao 124 (Sawasdikarn), Ladprao

Road, Plubpla Sub-district, Bangkok Metropolis,

Wangtonglang District, Thailand

Rotork Controls Inc USA 675 Mile Crossing Blvd., Rochester,

NY 14624, USA

Remote Control Inc USA 77 Circuit Drive. North Kingstown,

RI 02852, USA

Ranger Acquisition Corporation

USA The Corporation Trust Company, Corporation

Trust Center, 1209 Orange St., Wilmington,

DE19801 USA

100% owned by Ranger Acquisition Corporation

Fairchild Industrial Products Company USA 3920 West Point Blvd, Winston-Salem,

NC27103, USA

100% owned by Fairchild Industrial Products Company

Fairchild Industrial Products

(Sichuan) Company Limited

China Room 1201, Complex Square, No.88 West

Shenghe No.1 Road, High Tech Zone, Chengdu,

Sichuan, China. 610041

Fairchild India Private Limited

India 56-C/BB, Janakpuri, New Delhi-110058 IN, India

100% owned by Bifold GroupLimited

Bifold Fluidpower (Holdings)Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Bifold Fluidpower (Holdings) Limited

Bifold Fluidpower Limited England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

MTS Precision Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Marshalsea Hydraulics Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

Bifold Company

(Manufacturing)Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Bifold Fluidpower Limited

Fluidpower (Stainless Steel) Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Rotork Germany Holdings GmbH

Max Process GmbH Germany Rastenweg 10, 53489 Sinzig, Germany

d) Investments in the Company balance sheet continued

rotork.com Rotork Annual Report 2024209

Notes to the Company financial statements Strategic report Corporate governance Financial statements

Subsidiary Incorporated in Registered address

Schischek GmbH Germany Mühlsteig 45, 90579 Langenzenn, Germany

Rotork GmbH Germany Mühlsteig 45, 90579 Langenzenn, Germany

100% owned by Rotork AG

Schischek Limited

England and Wales Rotork House, Brassmill Lane, Bath, BA1 3JQ

100% owned by Robusta Miry Brook BV

Rotork Servo Controles de Mexico

S.A. de C.V

Mexico Centeotl 223, Colonia Industrial San Antonio,

Delegación Azcapotzalco, Federal District,

02760, Mexico

1 Amalgamated into Rotork Controls (Canada) Limited with effect from 1 January 2025.

2 Non-trading entity. Dormant-pending liquidation

e) Deferred tax assets and liabilities in the Company balance sheet

Deferred tax assets and liabilities are attributable to the following:

Assets

2024

Liabilities

2024

Net

2024

Assets

2023

Liabilities

2023

Net

2023

Tangible fixed assets 6 — 6 6 — 6

Employee benefits 362 — 362 203 — 203

Other items 440 — 440 75 — 75

808 — 808 284 — 284

Movements in the net deferred tax balance during the year are as follows:

2024 2023

Balance at 1 January 284 51

Credited to the income statement 524 233

808 284

There is an unrecognised deferred tax liability for temporary differences associated with investments

in subsidiaries. Rotork plc controls the dividend policies of its subsidiaries and consequently the

timing of the reversal of the temporary differences. The value of temporary differences associated

with unremitted earnings of subsidiaries for which deferred tax has not been recognised is

£357,208,000 (2023: £320,839,000).

A deferred tax asset has not been recognised in relation to capital losses of £7,632,000

(2023:£7,559,000), due to uncertainty over the offset against future capital profits in the

companiesconcerned. There is no expiry date in relation to this asset.

d) Investments in the Company balance sheet continued f) Other receivables in the Company balance sheet

2024 2023

Prepayments 271 423

Other receivables 9 24

280 447

g) Other payables in the Company balance sheet

2024 2023

Other taxes and social security 790 518

Other payables 4,207 3,054

Accruals 4,026 1,304

9,023 4,876

The Company has a £17,000,000 unused uncommitted gross overdraft facility (2023: £17,000,000)

and is part of a UK banking arrangement, see note h.

h) Contingencies in the Company

The UK banking arrangements are subject to cross-guarantees between the Company and its

UKsubsidiaries. These accounts are subject to a right of set-off. The performance guarantees and

indemnities have been entered into in the normal course of business. A liability would only arise

inthe event of the Group failing to fulfil its contractual obligations.

i) Capital and reserves in the Company balance sheet

Details of the number of ordinary shares in issue and dividends paid in the year are given in note 18

to the Group financial statements.

j) Related parties

The Company has taken advantage of the exemption not to disclose transactions with related parties

that are wholly owned by a subsidiary of the Company. The following table provides the total amount

of transactions that have been entered into with non-wholly owned related parties for the relevant

financial year and outstanding balances at the year end.

Related party 2024 2023

Rotork Saudi Arabia LLC Group charges 591 193

Amounts due by 740 193

Rotork Annual Report 2024 rotork.com210

Notes to the Company financial statements Strategic report Corporate governance Financial statements

2024 2023 2022 2021 2020 2019 2018 2017 2016 2015

£000 £000 £000 £000 £000 £000 £000 £000 £000 £000

Revenue 754,428 719,150 641,812 569,160 604,544 669,344 695,713 642,229 590,078 546,459

Cost of sales (382,494) (380,054) (350,079) (306,394) (320,234) (357,718) (384,253) (358,090) (328,410) (296,944)

Gross profit 371,934 339,096 291,733 262,766 284,310 311,626 311,4 60 284,139 261,668 249,515

Overheads (236,075) (190,329) (168,126) (157,056) (171,207) (189,683) (188,542) (198,167) (167,891) (145,129)

Operating profit 135,859 148,767 123,607 105,710 113,103 121,943 122,918 85,972 93,777 104,386

Adjusted operating profit

178,406 164,475 143,245 128,080 142,543 151,005 146,015 130,162 120,588 125,272

Amortisation of acquired intangible assets (2,604) (2,110) (7,051) (9,001) (14,110) (18,841) (20,284) (27,183) (26,811) (20,886)

Defined benefit scheme settlement loss (18,009) — — — — — — — — —

Other adjustments (21,934) (13,598) (12,587) (13,369) (15,330) (10,221) (2,813) (17,007) — —

Operating profit 135,859 148,767 123,607 105,710 113,103 121,943 122,918 85,972 93,777 104,386

Net interest 4,602 1,871 495 221 (537) (2,953) (2,170) (5,386) (2,707) (2,517)

Profit before taxation 140,461 150,638 124,102 105,931 112,566 118,990 120,748 80,586 91,070 101,869

Tax expense (35,663) (37,150) (30,901) (25,686) (26,808) (29,096) (29,004) (24,973) (23,897) (27,012)

Profit for the year 104,798 113,48 8 93,201 80,245 85,758 89,894 91,744 55,613 67,173 74,857

Dividends 63,265 58,820 55,384 75,515 33,926 52,287 48,288 45,218 43,876 43,765

Basic EPS 12.1p 13.2p 10.9p 9.2p 9.8p 10.3p 10.5p 6.4p 7.7p 8.6p

Adjusted Basic EPS

15.9p 14.6p 12.7p 11.3p 12.5p 13.0p 12.6p 10.6p 10.0p 10.4p

Diluted EPS 12.1p 13.2p 10.8p 9.2p 9.8p 10.3p 10.5p 6.4p 7.7p 8.6p

1 Adjusted operating profit is the Group’s operating profit excluding the amortisation of acquired intangible assets and other adjusting items as defined in note 1.

The ten year trading history presented above is unaudited.

rotork.com Rotork Annual Report 2024211

Ten year trading history Strategic report Corporate governance Financial statements

The tables below show the split of shareholder and size of shareholding in Rotork plc.

Ordinary shareholder by type

Number of

holdings %

Number of

shares %

Individuals 2,725 82.23 18,004,720 2.13

Bank or nominees 547 16.51 819,890,723 96.87

Other company 18 0.54 1,769,200 0.21

Other corporate body 24 0.72 6,716,622 0.79

3,314 100 846,381,265 100

Range

Number of

holdings %

Number of

shares %

1-1,000 1,156 34.90 473,451 0.06

1,001-2,000 428 12.91 630,652 0.07

2,001-5,000 515 15.54 1,688,606 0.20

5,001-10,000 340 10.26 2,484,906 0.29

10,001-50,000 462 13.94 9,972,984 1.18

50,001-100,000 80 2.41 5,672,647 0.67

100,001 + 333 10.05 825,458,019 97.53

3,314 100 846,381,265 100

Source: Equiniti.

Dividend information

In respect of each of the last six years, the table below details the amounts of interim and final

dividends declared or, in the case of the 2024 final dividend, proposed and subject to shareholder

approval at the 2025 AGM.

Interim dividend

(p)

Final dividend

(p)

Total dividends

(p)

2024 2.75 5.00

7.75

2023 2.55 4.65 7.20

2022 2.40 4.30 6.70

2021 2.35 4.05 6.40

2020

— 6.30 6.30

2019

2.30 3.90 6.20

Shareholder and dividend information presented above is unaudited.

1 Subject to shareholder approval at the 2025 AGM.

2 On 31 March 2020, the Board decided to withdraw the recommendation to pay the 2019 final dividend of 3.90p per share.

This was to reflect the exceptional set of circumstances imposed by COVID-19 at the time. The Board subsequently decided

to pay the 3.90p per share in full in September 2020 as an interim dividend. To aid year-on-year comparisons the table

above presents this dividend as the 2019 Final dividend reflecting the year to which it related.

Financial calendar

11 March 2025 Preliminary announcement of annual results for 2024

24 April 2025 Ex-dividend date for proposed final 2024 dividend

25 April 2025 Record date for proposed final 2024 dividend

2 May 2025 Announcement of trading update

2 May 2025 Annual General Meeting to be held at Bailbrook House Hotel,

EveleighAvenue, London Road West, Bath, Somerset, BA1 7JD

3 June 2025 Payment date for final 2024 dividend

5 August 2025 Announcement of interim financial results for 2025

19 November 2025 Announcement of trading update

1 Subject to shareholder approval at the 2025 AGM.

Rotork Annual Report 2024 rotork.com212

Share register information Strategic report Corporate governance Financial statements

Rotork plc’s commitment to environmental issues is reflected in

this Annual Report, which has been printed on Symbol Freelife

Satin and Arena, an FSC

certified material.

This document was printed by Park Communications using its

environmental print technology, which minimises the impact

ofprinting on the environment.

Vegetable-based inks have been used and 99% of dry waste is

diverted from landfill. The printer is a CarbonNeutral

company.

Both the printer and the paper mill are registered to ISO 14001.

Group General Counsel

&CompanySecretary

Stuart Pain

Registered Office

Rotork plc

Rotork House

Brassmill Lane

Bath BA1 3JQ

Company Number

00578327

Registrars

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex BN99 6DA

Stockbrokers

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London E14 5JP

Morgan Stanley

20 Bank Street

Canary Wharf

London E14 4AD

Financial Advisers

Rothchild & Co

New Court

St Swithin’s Lane

London EC4N 8AL

J.P. Morgan Cazenove

25 Bank Street

Canary Wharf

London E14 5JP

Morgan Stanley

20 Bank Street

Canary Wharf

London E14 4AD

Auditor (until 30 April 2024)

Deloitte LLP

2 New Street Square

London EC4A 3BZ

Auditor (from 30 April 2024)

KPMG LLP

66 Queen Square

Bristol

BS1 4BE

Financial Public Relations

FTI Consulting

200 Aldersgate

Aldersgate Street

London EC1A 4HD

rotork.com Rotork Annual Report 2024213

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