Annual Report 2025
Think beyond.
Shape the future.
Strategic report
IFC
Vesuvius Overview
3
Highlights
4
At a glance
8
Chairman’s statement
10
Chief Executive’s strategic review
14
Our business model
16
Financial KPIs
18
Why invest in Vesuvius?
18
– We serve our customers through
technological differentiation
20
– We operate in markets expected to
grow over the medium term
24
– Our people
28
Operating review
28
– Steel Division
29
– Flow Control
30
– Advanced Refractories
30
– Sensors & Probes
31
– Foundry Division
32
Financial review
35
Non-Financial and Sustainability
Information Statement
(Sustainability Report)
36
– Progress on our sustainability targets
38
– Our sustainability strategy
and objectives
39
– Tackling climate change
57
– A responsible company
61
Risk, viability and going concern
66
Principal risks and uncertainties
68
Our stakeholders and
Section 172(1) Statement
Governance
74
Board of Directors
76
Group Executive Committee
77
Chairman’s governance letter
78
Corporate Governance Statement
78
– Board Report
87
– Audit Committee
92
– Nomination Committee
97
– Directors’ Remuneration Report
97
– Remuneration overview
103
– 2026 Remuneration Policy
111
– Annual Report on
Directors’ Remuneration
125
Directors’ Report
130
Statement of Directors’ Responsibilities
131
Independent Auditors’ Report
Financial Statements
140
Group Income Statement
141
Group Statement of
Comprehensive Income
142
Group Statement of Cash Flows
143
Group Balance Sheet
144
Group Statement of Changes in Equity
145
Notes to the Group Financial
Statements
202
Company Balance Sheet
203
Company Statement of
Changes in Equity
204
Notes to the Company
Financial Statements
210
Five-Year Summary: Divisional Results
from Continuing Operations
(unaudited)
211
Shareholder Information (unaudited)
213
Glossary
For more information visit
www.vesuvius.com
engineering and technology, providing high-technology
products and solutions to industrial customers who
We prioritise investment in innovation to maintain
our technological differentiation. Our customers are
predominantly in the steel and foundry industries which
we serve from our two Divisions.
Our technology-led products allow our customers
to tackle some of the most complex problems in
their production processes.
Vesuvius plc
Annual Report and Financial Statements 2025
1.
For definitions of alternative performance measures, refer to Note 35
to the Group Financial Statements.
2.
Pro forma performance calculated as if dolime production had been operating
normally in 2023 and 2024. The actual reduction in Scope 1 and 2 CO₂e emission
intensity in 2023 was 45.9% and in 2024 was 40.4%. See page 53 for further
information.
3. Figures above have been rounded to the nearest million.
4. 2024 reported Free Cash Flow has decreased by £3.0m as a result of the
reclassification of interest on lease liabilities to be consistent with its presentation
in 2025. Refer to the Group Statement of Cash Flows on page 142.
2025
2024
2023
£1,809
m
£1,820
m
£1,930
m
Revenue
£1,809
m
2025
2024
2023
£115
m
£154
m
£190
m
Operating profit
£115
m
2025
2024
2023
10.5
%
14.4%
15.8%
Return on invested capital
1
10.5
%
2025
2024
2023
2.0
x
1.3x
0.9x
Net debt to adjusted EBITDA
1
2.0
x
Lost Time Injury Frequency Rate
per million hours
1
0.7
2025
2024
2023
0.7
0.52
0.60
-31.4%
-26.9%
-20.7%
Reduction in Scope 1 and 2 CO
2
e emission
intensity
per metric tonne of product
packed for shipment versus 2019
2
-31.4
%
2025
2024
2023
2025
2024
2023
21.1
p
33.5p
44.0p
Statutory EPS
21.1
p
2025
2024
2023
£36
m
£58
m
£128
m
Free cash flow
1,4
£36
m
2025
2024
2023
£151
m
£188
m
£200
m
Trading profit
1
£151
m
2025
2024
2023
8.4
%
10.3%
10.4%
Return on sales
1
8.4
%
3
Strategic report
Governance
Financial statements
Highlights
We improve...
What we do for our Steel customers
Flow Control
We supply the global steel industry
with consumable ceramic products,
systems, robotics and digital services
for the continuous casting process.
Key products
–
VISO (isostatic tubes, stoppers
and nozzles)
c. 45%
–
SLIDE-GATE (refractories and
systems)
c. 35%
–
OTHER (including fluxes, purging
plugs and robots)
c. 20%
Revenue
£750.9m
Advanced Refractories
We supply specialist refractory products
designed to enable steel-making
equipment to hold the molten metal.
Key products
–
UNSHAPED (AlSi and basic
monolithics)
c. 55%
–
SHAPED AND OTHER (including
bricks and precast)
c. 45%
Revenue
£555.6m
Sensors & Probes
We supply a range of products that
enhance the control and monitoring of
our customers’ production processes.
Revenue
£36.1m
Vesuvius plc
Annual Report and Financial Statements 2025
4
We supply refractory
products, flow control
systems and process
measurement solutions
to our Steel Division
customers
Our solutions address
the key challenges of
our customers in the
steel industry, such as
maintaining steel quality
and reducing energy usage
during the casting process
We combine these with
robotics and mechatronic
installations to increase
their efficiency, lower
their costs and improve
their safety and
product consistency
Our products and their
applications preserve
the purity of the steel
as it moves through the
production process, from
initial refining to the cast
steel slab, bar or ingot
Safety
Improved safety
at customer plants
Quality
Better steel,
better castings
At a glance
Revenue
£1,342.6m
Steel
Trading profit
£120.0m
What we do for our Foundry customers
Product demand is driven by
higher sophistication, demanding
higher-quality metal and more
complex castings.
Customers
The Foundry division’s primary
customers are ferrous and non-ferrous
foundries serving various end-markets
from large bespoke castings to high
volume automotive pieces. Most of
Foseco’s customers serve the general
industrial market.
General industrials
1
78%
Light vehicle market
22%
Operating under the Foseco brand, we are
a world leader in the supply of consumable
products, technical advice and application
support to the global foundry industry,
helping our customers to improve their
casting quality and foundry efficiency.
Key products
–
FEEDING AND FILTRATION
c. 40%
–
BINDERS AND COATINGS
c. 30%
–
OTHER (including crucibles
and melt-shop products)
c. 30%
5
Strategic report
Governance
Financial statements
We provide customisable
products and process
technology to foundries
that improve the quality
of their castings
Our solutions address
our foundry customers’
key challenges of
casting quality and
production efficiency
We combine this
with technical advice,
application engineering
and computer modelling to
improve process outcomes
Our products and solutions
clean the molten metal,
improve the solidification
of that metal, and reduce
wastage in the final casting
Revenue
£466.9m
...for our Steel and
Foundry customers
Efficiency
Cheaper steel,
cheaper castings
Sustainability
Less energy usage
and CO
2
emissions
Foundry
Trading profit
£31.1m
1.
General industrials includes: mining, agricultural, general engineering, heavy trucks and other industrial applications.
Our worldwide footprint, with a focus on
the world’s growing markets, enables us
to capitalise on shifting dynamics in the
global steel and foundry markets.
At a glance
continued
Vesuvius plc
Annual Report and Financial Statements 2025
6
Production sites
Acquisitions
R&D centres of excellence
Our global presence
Our capacity expansion for
developing markets
Advanced Refractories:
Precast, AlSi and basic monolithics
Flow Control:
Mould flux
Flow Control:
VISO and slide-gate
Advanced Refractories:
Basic monolithics
Foundry:
Non-ferrous fluxes
Flow Control:
VISO
Yingkou and Changshu, China
Skawina, Poland
Monterrey, Mexico
Kolkata and Pune, India
Vizag, India
Flow Control:
VISO
Foundry:
Filters
Continents
6
7
Strategic report
Governance
Financial statements
Breakdown by region
Americas
3,048 employees
£606.8m
Revenue
18% Foundry
82% Steel
EMEA
3,986 employees
£
607.7m
Revenue
30% Foundry
70% Steel
Asia-Pacific
7,892 employees
£
595.0m
Revenue
30% Foundry
70% Steel
Sales offices
67
R&D centres
of excellence
6
Production sites
55
Countries
40
Dear Shareholder,
2025 was a challenging year for the Group
as we faced difficult conditions in our
end-markets, particularly in Europe, with
the improvement in markets that we had
hoped for in the second half of the year
not materialising as anticipated.
Vesuvius serves end-customers that are
more susceptible to macroeconomic
trends, and 2025 saw a significant
decline in global industrial activity.
Against this backdrop, however, the Group
demonstrated extraordinary resilience.
We responded with discipline, maintaining
strategic focus, progressing self-help
initiatives and continuing to invest for
long-term growth.
Strategy
Demand conditions for our products were
weakest in Europe, where subdued
industrial activity affected both Steel and
Foundry markets. Whilst Chinese industrial
output remained below historical levels,
India markets continued to perform
strongly, North America proved resilient,
and Brazil was broadly stable. In this
context, the Group performed well,
particularly in Steel, where we gained
market share during the year, reflecting
our continued investment in technology,
strong customer relationships and
consistent operational execution.
A significant strategic milestone during the
year was the acquisition of the Molten
Metal Systems business (MMS). This
acquisition increases the Group’s exposure
to the faster-growing non-ferrous market
segment and further strengthens our
presence in India, a core growth market for
Vesuvius. India remains central to our
strategy, where we are making steady
progress. Our expanded manufacturing
footprint, including the commissioning of
our new facility in Vizag, positions the
Group well to support customer growth
and provides substantial opportunity for
future expansion.
Alongside targeted investment, the Group
made good progress against its self-help
initiatives in 2025. Our cost reduction
programme has continued to advance
well, with the exit run-rate at the end of the
year ahead of initial expectations. During
the year, increased focus was also placed
on quality, with targeted initiatives gaining
traction and reinforcing operational
discipline. We also focused on rigorous
cash management with our recent major
capital investment programme concluding
in 2025.
Innovation remains fundamental to
the Group’s strategy. Our continuing
investment in research and development
supports the introduction of new products
and solutions, helping our customers to
improve their efficiency, productivity
and safety. Advanced solutions, including
robotic-based applications, continue
to attract strong customer interest
and reinforce Vesuvius’ role as a trusted
technology partner. The Group’s ability
to continue to gain market share,
despite the more challenging economic
environment, is testament to the Group’s
technological differentiation and excellent
customer focus.
Advancing our
strategy through
a challenging
year.”
Carl-Peter Forster
Vesuvius plc
Annual Report and Financial Statements 2025
8
Chairman’s statement
People and safety
The Group’s performance continues to
be underpinned by the commitment
and professionalism of our employees.
I am particularly pleased that changes
in a number of key leadership roles have
been filled from within the organisation,
demonstrating the strength of our internal
talent and succession planning.
Providing our employees with a safe place
to work remains the number one priority at
Vesuvius, and we are proud of the steps we
have taken over the years to ensure that
safety is at the core of everything we do.
Tragically, however, 2025 saw the loss of
one of our colleagues following a fatal
road traffic accident returning from a
business trip, reminding us of the breadth
of focus we need to maintain in keeping
our people safe. This continued emphasis
on protecting our people and maintaining
high standards across the Group is
fundamental to how we operate, but losses
such as these serve as a clear reminder
that there is always more to do. As ever,
therefore, safety remains a core focus for
the Group.
Once again, we conducted a Group-wide
engagement survey in 2025. Although the
difficult economic circumstances of the last
year have put pressure on our employees,
particularly those in leadership roles,
which we see reflected in the responses
received, employee engagement
continues to be strong with safety and
knowledge of our CORE Values rated
particularly positively. As in all years,
management actions are planned in
response to the results of the survey.
Sustainability
The cycle of many of our Sustainability
targets came to an end in 2025, and we
are pleased to report excellent progress,
particularly with regards to our
environmental KPIs. We saw a reduction
in our CO
2
e emission intensity and similar
marked progress in reducing our
discharges of wastewater and creation
of solid waste between 2019 and 2025.
Our superb results, which are set out in our
Sustainability report on pages 36 and 37,
reflect the diligent focus of our operational
teams on reducing our environmental
impact. Whilst the focus on our own
operational performance is important, we
recognise that the technologies we sell to
our customers play an even greater role in
mitigating this impact by improving their
efficiency and helping to significantly
reduce their energy usage and emissions.
Board activity and governance
During the year, the Directors visited
a number of the Group’s operations,
including sites across Europe, Brazil and
Canada. The full Board visit to India was
particularly valuable in deepening
understanding of the Group’s business,
operations and recent investment in
this strategically important market.
This visit included touring the new
manufacturing facility in Vizag, which
provides significant capacity and flexibility
to support future growth. As part of its visit,
the Board also met a key customer to gain
feedback on the Group’s position as a
strategic partner to the steel industry,
highlighting the scale of opportunity in
fast-growing markets such as India.
Dividend and Share buyback
The Board has recommended a final
dividend of 16.5 pence per share
(FY24: 16.4p), which together with the
interim dividend paid of 7.1 pence per
share, brings the total dividend for the year
to 23.6 pence per share, a 0.4% increase
compared to the total dividend for 2024
(23.5p). This represents a dividend cover
of 1.5x compared to underlying EPS
for 2025.
Over 2025 we completed our second £50m
share buyback (initiated in November
2024), resulting in a total cash outflow
relating to share repurchases of £34.8m
in FY25. In total 8.6m shares were
repurchased during the year, reducing
our shares in issue by c. 3%.
Annual General Meeting
The Annual General Meeting will be
held on 28 May 2026. The Notice of
Meeting and explanatory notes containing
details of the resolutions to be put to the
meeting accompany this Annual Report
and are available on our website:
www.vesuvius.com.
Looking ahead
As we enter a new year, the Board continues
to monitor global markets closely.
With a continuation in our disciplined
approach to costs, continued investment in
differentiated technology, our investment
for growth markets and our strong
customer relationships, the Group is well
positioned to benefit when markets recover.
On behalf of the Board, I would like to
thank our employees, customers and
shareholders for their continued support,
and I look forward to reporting on further
successes in the coming year.
Carl-Peter Forster
Chairman
11 March 2026
9
Strategic report
Governance
Financial statements
Resilient revenue
In 2025, revenue was £1,809.5m, an
increase of 0.7%, like-for-like, compared
to 2024, and a 0.6% decline on a reported
basis, reflecting FX headwinds partially
offset by the contribution from
acquisitions. The small underlying increase
in revenue was principally due to modest
growth in both sales volume, +£4.2m,
and pricing of +£7.7m. Revenue in our
Steel Division grew slightly (+1.4%) on
a like-for-like basis reflecting both volume
growth and pricing, while in Foundry,
revenue reduced by 1.5% on an underlying
basis, principally reflecting lower market
activity, which was only partially offset
by market share gains, and broadly
flat pricing.
Trading profit was £151.1m, a reduction
of 17.0% on a like-for-like basis and
a decrease of 19.6% on a reported
basis. Our £55m multi-year cost-saving
programme delivered a £17.8m in-year
benefit, ahead of our initial expectations,
while net pricing was -£11.5m, reflecting
a net negative in H1 and a small net
positive in H2. Volume and mix had
a negative impact on profit, reflecting
a combination of shifts in volume regionally
and product rotation among customers,
largely in EMEA. The Group achieved a
return on sales of 8.4% in 2025, down 170
basis points versus FY24 on a like-for-like
basis. This reflects the decline in our trading
profit, on broadly flat revenues.
The overall decline in trading profit is
principally attributable to a drop in
profitability in EMEA across both divisions,
which accounts for approximately
80% of the reduction in Group profit
year-on-year, driven by the challenging
market conditions in this region.
In 2025, we have shown
resilience despite difficult
market conditions, thanks to
a strong focus on cost reduction
and to the continuing benefits
of our technology strategy.”
Patrick André
Vesuvius plc
Annual Report and Financial Statements 2025
10
Chief Executive’s strategic review
Difficult market background
in both Steel and Foundry
Global steel production remained
subdued in the world with a 1.9%
decline overall, including China which
declined 4.4%. Excluding China, steel
production increased 0.9% for the full
year (Source: World Steel Association),
despite a further significant increase in
steel exports from China. Most of this
growth was however concentrated in
India (+9% year-on-year, excluding
induction furnaces) and South East Asia
(+4.7%). USMCA was mostly stable
(+0.8%), with growth in the US mostly
compensated for by a significant
decline in Mexico and Canada. Steel
production declined in EMEA (-1.3%)
and in South America (-1.3%).
Chinese net steel exports continued to
rise during the year, reaching 113 million
tonnes in 2025, an increase of c. 9 million
tonnes versus 2024, constraining steel
production outside China. However,
over 60 countries worldwide are now
introducing some form of protective
measures against unfair trade in steel.
This, alongside domestic policy actions
announced by the Chinese Government
to reduce production and ensure
regular payment of export taxes,
is ultimately expected to support
a reduction in Chinese exports and
therefore support an increase in steel
production outside of China. This
should, in particular, benefit the EU
and the Americas in particular.
Foundry markets, with the exception
of India and China, remained very
weak throughout 2025, in particular
in Europe, which continued to be
impacted by the decline in auto
manufacturing. North Asia was also
weak, with auto exports to China in
decline due to domestic competition,
and exports to the US impacted by
increased tariffs. The market in South
America, in particular Brazil, was also
negatively impacted by Chinese
castings imports and US tariffs.
Steel Division
The Steel Division delivered modest
revenue growth (+1.4%, like-for-like)
in 2025, mostly driven by Advanced
Refractories (+3.9% revenue growth
like-for-like), with stable revenue from
Flow Control. On a reported basis, revenue
was flat, reflecting the impact of FX
headwinds, the contribution from the
PiroMET acquisition and like-for-like
revenue growth, supported by modest
increases in both sales volume and pricing.
In the Steel Division, both Flow Control
and Advanced Refractories gained market
share overall, with gains in Asia and EMEA
more than offsetting a slight erosion in the
rest of the Americas.
Trading profit for the Steel Division fell
by 18.3% on a like-for-like basis, resulting
in a drop in return on sales of 210bps.
The profit impact came substantially from
the EMEA region due to a combination
of adverse product mix and pricing.
However, while pricing net of cost inflation
remained negative for the full year, the
Steel Division was able to re-establish
positive net pricing in H2 reflecting, in
particular, the technology leadership
position of Flow Control. The Division
was also negatively impacted by some
temporary manufacturing inefficiencies in
North America related to the ramp-up of
production to satisfy the growing demand
in the US. Steel Division profits were also
supported by the strong cost reduction
actions undertaken as part of the
Group-wide cost-saving programme.
Foundry Division
Foundry revenue reduced by 1.5% on
a like-for-like basis, as volumes fell,
reflecting the declining market in most
regions outside of India and China, and
only partially compensated by market
share gains. On a reported basis, revenue
declined by 2.0% despite the contribution
of the acquired MMS business. Trading
profit for the Foundry Division fell 11.2% on
a like-for-like basis, reflecting negative net
pricing (largely in H1) and product margin
mix, partially offset by an acceleration in
cost savings. Return on sales declined
70bps. The challenges in profitability arose
in EMEA and South America, while other
major regions grew profitably. In 2025,
the EU+UK represented 32% of Foundry
revenue, down from 37% five years ago.
11
Strategic report
Governance
Financial statements
Sustainability
Cost optimisation
–
Helping our customers
reduce their CO
2
emissions
–
Become a zero-accident company
–
Reach net zero CO
2
emissions (Scope 1 and 2)
–
Improve gender diversity at
every level of the Company
–
Expanded target to deliver £55m
of annual cash cost savings by 2028
–
Cost savings delivered in 2024 and
2025 of £30.8m
–
Focus on worldwide operational
improvement, lean initiatives,
automation and digitalisation,
and optimisation of our
manufacturing footprint
Capital allocation
Return on sales and Free cash flow
Organic investment
–
R&D expenditure
of ~2% of revenue
annually
–
c. £100m growth
capex programme
concluded in 2025
Inorganic investment
–
Acquisitions on a highly
selective basis
–
Two acquisitions
completed in 2025
Returns to shareholders
–
Progressive
dividend policy
–
Maintenance of a
prudent balance sheet
–
Additional returns:
£34.8m returned
via share buyback
programmes in 2025
We continue to target a RoS of 12.5%,
although delivery, along with our free
cash flow target, has been held back
by the extended weakness in our
end-markets.
However, with the prospect of more
favourable market conditions as
from 2027 and the support of our
ongoing self-help measures, we still
remain confident that our business
model has the potential to achieve
this RoS target and to generate
significant free cashflow.
£
£
Priorities
Vesuvius plc
Annual Report and Financial Statements 2025
12
Chief Executive’s strategic review
continued
Good cash generation and
strong balance sheet
The business delivered adjusted operating
cash flow of £113.3m in 2025, which
represented a 75% cash conversion rate
for the year. Free cash flow was £36.0m,
after cash capex (net of proceeds) of
£81.0m (2024: £96.5m). We maintained
a strict focus on working capital
management and reduced our working
capital by £38m at year-end versus the
position at 30 June 2025, despite the
addition of working capital from the
Molten Metal Systems (MMS) business
acquisition. Working capital intensity
was stable since the second half of the
year, at 23.4% of revenue, which is a slight
increase compared to intensity of 22.9%
at 31 December 2024.
Our balance sheet had a net debt/EBITDA
ratio of 2.0x at the year-end, (31 December
2024: 1.3x; 30 June 2025: 1.8x) on a pro
forma basis, adjusting for the EBITDA
contribution from acquisitions made
through the year, at the top end of our
1.0-2.0x range (2.1x without adjustment
for acquisitions). This reflects £36m of free
cash flow, £34.8m of payments relating
to the share buyback, the acquisitions of
PiroMET and the MMS business (total
cash outflow of £38.9m) and dividends of
£57.9m. Our year-end leverage based on
our covenant calculation, which among
other things adjusts for acquisitions
made during the year, is 2.0x. We expect
leverage to fall in 2026 as our cash flow
benefits from lower capex, which is
expected to be in the range of £70m-75m
in 2026, and higher trading profit.
Continued progress in the
efficiency of R&D and new
product development
We continue to invest in research and
development despite the difficult market
conditions, spending £35.3m in 2025
(1.9% of revenue). This cost was fully
expensed in our income statement.
Our focus areas are: (1) innovation in
materials science, with an objective to
continuously improve the performance of
our consumables; and (2) the development
of mechatronics solutions to enable our
customers to substitute the operators who
manipulate our consumable refractories
with robots and, by doing so, improve their
safety, reliability and quality performance.
13
Strategic report
Governance
Financial statements
Our New Product Sales ratio, defined as
the percentage of our sales realised from
products which did not exist five years ago,
reached 20.5% for the Group in 2025. This
was up from 19.1% in 2024 and exceeded
our Group target of over 20% by 2026.
We launched 24 new products in 2025
and have an extensive pipeline of
products under development which will
be progressively introduced in the market
over the coming years and will support
our ambition to grow our revenue
and profitability.
Our robotics business is also expanding,
with an increase in Flow Control robots
shipped, increasing to nine in the year
versus six in 2024, reflecting a significant
positive momentum in orders over the last
two years. Flow Control robotic systems
shipped in 2025 include two robots for
a major customer in Mexico for a new mill
currently under construction, expanding
on the success of similar systems installed
at the same customer in Brazil. Our
Advanced Refractories robotics solutions
are seeing similar positive progress, with
contracts for four robots agreed in 2025,
and a strong pipeline of opportunities in
the year ahead, in combination with the
acquired business PiroMET.
Cost optimisation programme
delivering above expectations
Our cost optimisation programme,
launched in late 2023, initially aimed to
deliver £30m of recurring cash savings
by 2026, and has been progressively
upgraded and expanded, now with
a target to deliver £55m of savings by
2028. The savings reported under this
programme are structural in nature
meaning that we do not expect them to
reverse when market conditions improve.
The programme covers all our worldwide
activities and focuses on operational
improvement, lean initiatives, automation
and digitalisation, as well as optimisation
of our manufacturing footprint.
In 2025, we delivered cost savings under
this programme of £17.8m, bringing the
total delivered in two years to £30.8m,
ahead of the initial target both in quantum
and timing. Of the savings delivered
in-year, slightly under half were in the
Foundry Division, reflecting swift action
taken to address costs in a challenging
environment. We expect to deliver
incremental in-year savings of c. £10m
in 2026.
The one-off costs to deliver these savings
are shown as separately reported items,
and in FY25 were £18.9m (FY24: £14.6m).
Strategic acquisitions
On 28 February 2025 we completed the
acquisition of a 61.65% shareholding in
PiroMET, a Turkish refractory company.
The acquisition strengthens our Advanced
Refractory business in the fast-growing
region of EEMEA and will also allow us to
leverage PiroMET’s expertise in robotics,
where we have a strong order-book for
the coming years.
On 12 November 2025, we completed
the acquisition of the MMS, which brings
industry-leading technology in crucibles
to our Foundry business, accelerating
our exposure to the faster-growing
non-ferrous market (expected to reach
c. 27% of revenue in 2026, from 21%),
together with increased exposure to the
fast-growing Indian market.
Ongoing commitment to
high safety performance
In 2025, we achieved a Lost Time
Injury Frequency Rate (the number of
work-related injuries necessitating a lost
work-shift, per million hours worked)
of 0.7, slightly higher than in 2024 due
to a higher frequency rate at our newly
acquired PiroMET business in Turkey,
which we expect to improve as integration
progresses. This still positions Vesuvius well
ahead of the industry average and is the
result of continuous efforts to integrate
safety as the number one priority in the
Company culture.
However, tragically, we suffered one
work-related fatality in our workforce
during the year, as the result of a public
road traffic accident in which one of our
colleagues,driving back from a site visit,
passed away. We remain committed to
our goal of zero accidents, and we will
strive towards this objective.
Significant progress on our journey
to net zero
We continued progressively to implement
our action plan to decarbonise our
activities. By the end of 2025, we had
reduced our carbon intensity (CO
2
e tonnes
per million tonnes product sold) by 31.4%
as compared with our 2019 reference year
on a pro-forma basis (-47.4% on a
reported basis), significantly ahead of
the 2025 objective of a 20% reduction.
This was achieved through carbon-free
electricity sourcing, improving energy
efficiency, and moving from higher to
lower carbon-emitting energy sources.
Outlook
The impact of the recent events
in the Middle East remains difficult to
assess, but at this stage we still anticipate
that 2026 will mark a transition to recovery
in the Steel and Foundry markets, with,
in particular, the impact of trade
protection measures in steel starting
to have a meaningful impact on our Steel
markets as from the latter part of the year.
In 2026, our performance will benefit
from the continued execution of our
cost reduction programme, from
the full-year contribution of our recent
acquisitions and some modest
volume growth.
On this basis, we expect our cash flow to
grow in 2026, both from improved trading
profit and from investment capex
returning to a normalised level, both of
which will also reduce leverage.
Whilst we are mindful of the current
geopolitical uncertainty, absent an
extended disruption, we continue to
expect to deliver profit growth in 2026 in
line with expectations, on a constant
currency basis.
We continue to target a RoS of 12.5%,
although delivery, along with our free
cash flow target, has been, until now,
held back by the extended weakness in
our end-markets. However, with the
prospect of more favourable market
conditions from 2027 and the support of
our ongoing self-help measures, we
remain confident that our business model
has the potential to achieve this RoS target
and to generate significant free cash flow.
Patrick André
Chief Executive
11 March 2026
Collaboration with our Steel and Foundry customers
We work in partnership with our customers
to develop the products and solutions that
improve their performance
How we create value
Our purpose
C
u
s
t
o
m
e
r
k
n
o
w
l
e
d
g
e
T
e
c
h
n
o
l
o
g
i
c
a
l
p
r
o
d
u
c
t
d
e
s
i
g
n
G
l
o
b
a
l
m
a
n
u
f
a
c
t
u
r
i
n
g
p
r
e
s
e
n
c
e
P
r
o
d
u
c
t
a
p
p
l
i
c
a
t
i
o
n
Vesuvius is a global leader in
molten metal flow engineering
and technology, serving process
industries operating in challenging
high-temperature conditions.
We think beyond today to create the innovative
solutions that will shape the future, delivering
products and services that help our customers
make their industrial processes safer, more efficient
and more sustainable.
In turn, we provide our employees with a safe workplace
where they are recognised, developed and properly
rewarded, and aim to deliver sustainable, profitable
growth to provide our shareholders with a superior
return on their investment.
Skilled and
motivated people
Global
supply network
Global
presence
Robust balance
sheet
Intellectual
capital
CORE
Values
Vesuvius plc
Annual Report and Financial Statements 2025
14
Our business model
Supported by
our strengths
Value for customers
Technological product design
Our customer-facing marketing and
technology teams understand our
customers’ challenges through regular
dialogue. Our network of talented
scientists and technicians create
differentiated products and solutions to
address those challenges. This allows us
to maintain our technology leadership
Global manufacturing
Our manufacturing sites expertly make
our products, which are often bespoke for
each customer. We operate a regional
manufacturing model, with products
usually made on the same continent
as the customer
Product application
We provide on-site support for all our
customers through the Marketing &
Technology team. In addition, we have
c. 3,000 employees operating within
customer sites to apply our products,
which is a common contract type in
some regions
Customer knowledge
Our customer intimacy and deep
knowledge of their processes and
requirements give our engineers an
unparalleled ability to deliver on
customer needs
Values-led ways of working
We champion our values of Courage,
Ownership, Respect and Energy,
and our ethical approach to business
conduct. We have more than 11,000
employees and more than 3,000 directly
supervised contractors in our skilled and
motivated workforce
Strategically located
manufacturing assets
Our global footprint of 55 production
and sales sites on six continents places
us in close proximity to our customers
and is aligned with growth markets
Intellectual capital
We have six R&D centres of excellence
and dedicated R&D staff worldwide,
generating innovative products
and services
Financial capital
We have a strong balance sheet and use
the cash generated by our business to
invest in innovation and technology,
site expansion and automation, and
acquisitions to generate further growth
Global supply network
We work closely with a wide range of
suppliers to establish reliable and
well-developed sustainable supply chains
to secure high-quality raw materials
1.
Pro forma performance calculated as if dolime production had been operating normally in 2025. The actual reduction in Scope 1 and 2 CO₂e emission intensity
in 2025 was 47.4%. See page 53 for further information.
Safety
Better working
environments through
reducing the number of
interactions between manual
operators and the steel-making
process, and high reliability
of safety-critical parts
Quality
Optimised products
driving higher-quality,
higher value steel,
and better castings
Efficiency
More efficient
production through
improved yields, and
cheaper casting and steel
through reduction of
input costs and improved
operational efficiency
Sustainability
Less energy usage
and reduced wastage
resulting in lower
CO
2
emissions in our
customers’ processes
Our business approach
Making a difference
The value we create
Our strengths
Our shareholders
Our cash-generative and low capital
intensity business provides returns to
our shareholders and underpins
sustainable growth
£92.7m
returned through our share buyback
programmes and dividend payments in 2025
Our people
We encourage and reward high
performance to create an environment
where all can realise their individual
potential
£386m
paid to employees in wages and salaries in 2025
Our customers
Our cutting-edge products and solutions
deliver enhanced value for our customers
20.5%
new product sales ratio in 2025
Our environment
We are taking active steps to improve
our environmental efficiency
31.4%
pro forma reduction in Scope 1 and Scope 2
CO
2
e emission intensity per metric tonne of
product packed for shipment (vs 2019)
1
We are...
We operate...
Entrepreneurial, decentralised,
a non-matrix organisation.
15
Strategic report
Governance
Financial statements
A profitable, flexible, cash-generative model
focused on sustainable growth.
Principal risks
1
End-market
2
Product quality failure
3
Complex and changing regulatory environment
4
Failure to secure innovation
5
Business interruption
6
People, culture and performance
7
Health and safety
2025 delivery
+0.7%
2025 vs 2024
2025 delivery
8.4%
2025 delivery
34.2p
Link to principal risks
Link to principal risks
Link to principal risks
Links to remuneration
Annual Incentive Plan
Read more about this on pages 105
and 112.
Definition
*
Revenue growth on a constant currency
basis, excluding the impact of acquisitions
and disposals.
Definition
*
Adjusted earnings before interest, tax,
amortisation and separately reported items,
divided by revenue.
Definition
*
Profit after tax, before separately reported
items, attributable to shareholders, divided
by the average number of shares in issue
over the year.
Rationale
Like-for-like revenue is a key indicator
of organic growth. We seek to drive
organic revenue growth through market
share gains with an aim of outperforming
our underlying markets by at least 2% in
Flow Control and Foundry.
Rationale
Return on sales is a measure of the quality of
the business, reflecting our technologically
differentiated and value-adding products.
We have an ambition to achieve an ROS
of 12.5% in the medium term through
a combination of cost savings and profit
growth, as sales volumes grow.
Rationale
Headline EPS is the underlying earnings
available to shareholders. EPS reflects both
the earnings achieved in the year and the
number of shares in issue.
Progress in 2025
Like-for-like revenue was 0.7% higher
than 2024 on a like-for-like basis. Our Steel
business delivered like-for-like revenue
growth of 1.4% through a combination of
market share growth, market growth, and
pricing. Foundry saw a 1.5% decline in
like-for-like revenue, reflecting market
declines in excess of market share gains.
Progress in 2025
Return on sales reduced by 170 basis
points versus FY24 on a like-for-like basis.
This reflects the impact on profits of
a product mix shift and some negative net
pricing, particularly in H1 2025, partially
offset by substantial cost savings.
Progress in 2025
Adjusted EPS reduced by 17.7% like-for-like,
reflecting the fall in trading profit, partially
offset by a reduction in share count due to
the share buyback completed in the year.
*
See Note 35 to the Group Financial Statements on Alternative Performance Measures for detailed definitions.
Like-for-like revenue growth
Return on Sales (ROS)
Adjusted EPS
£
£
£
£
£
£
Track record
%
2025
2024
2023
0.7
-1.8
-3.1
Track record
%
2025
2024
2023
8.4
10.3
10.4
Track record
p
2025
2024
2023
34.2
43.3
46.7
1
1
1
2
2
2
3
3
3
4
4
4
5
5
5
6
6
6
Vesuvius plc
Annual Report and Financial Statements 2025
16
Financial KPIs
2025 delivery
10.5%
2025 delivery
£36.0m
2025 delivery
23.4%
Link to principal risks
Link to principal risks
Link to principal risks
Links to remuneration
Annual Incentive Plan and
Vesuvius Share Plan
Read more about this on pages 109,
112 and 113.
Links to remuneration
Annual Incentive Plan
Read more about this on pages 105
and 112.
Definition
*
Adjusted earnings before interest, tax and
separately reported items, less amortisation
of acquired intangibles (excluding Foseco),
plus share of post-tax profit of joint ventures
and associates for the previous 12 months
after tax, divided by the average (being the
average of the opening and closing balance
sheet), invested capital (defined as: total
assets excluding cash and non-interest-
bearing liabilities), at the average foreign
exchange rate for the year.
Definition
*
Cash flow from operating activities
and after net capex, dividends received
from JVs and dividends paid to
non-controlling shareholders.
Definition
*
Average trade working capital to sales ratio
is calculated as the percentage of average
trade working capital balances to the
total revenue for the previous 12 months,
at constant currency.
Rationale
Reflects the returns achieved by the
business on its capital, where returns
consistently above our weighted average
cost of capital demonstrate value creation
for our stakeholders.
Rationale
Free cash flow represents cash flow available
to the Group to either invest in the business
(such as by acquisitions), to reduce our
capital base (such as through buybacks)
or to distribute back to shareholders. We
expect to grow free cash flow as profitability
improves and investment capex returns to
normal levels.
Rationale
Working capital intensity shows the control
of working capital, which is a key variable
component in achieving our ROIC target.
We aim to achieve working capital intensity
of 21%.
Progress in 2025
ROIC of 10.5% represents a decrease of 380
basis points compared to 2024, principally
reflecting the decline in profit year-on-year
plus the additional capital base due to the
two acquisitions undertaken in the year.
Progress in 2025
Free cash flow fell to £36.0m in 2025
compared to £57.8m in 2024, principally
reflecting reduced EBITDA, partially offset
by the planned reduction in capex as
investment returns to normalised levels.
Capex is expected to reduce further in
2026 as our programme of investment
has been completed.
Progress in 2025
Having achieved a reduction in 2024 to
22.9%, working capital intensity has
increased slightly in 2025 to 23.4%, a slight
reduction compared to trade working capital
at 30 June 2025 of 23.5%. This reflects an
increase in debtor days, partially offset
by a reduction in inventory days.
1.
2024 reported Free Cash Flow has decreased by £3.0m as a result of the reclassification of interest on lease liabilities to be consistent with its presentation in 2025.
Refer to the Group Statement of Cash Flows on page 142.
Return on Invested Capital (ROIC)
Free Cash Flow (FCF)
Trade working capital intensity
Details of the Group’s
non-financial KPIs
can be
found on pages 36 and 37.
£
£
£
£
£
£
£
£
Track record
%
2025
2024
2023
10.5
14.4
15.8
Track record
£m
2025
2024¹
2023
36.0
57.8
125.8
Track record
%
2025
2024
2023
23.4
22.9
23.4
1
1
2
2
2
3
3
3
5
4
4
6
5
5
6
Strategic Value
alignment
17
Strategic report
Governance
Financial statements
Return on Sales
Free Cash Flow
Cost Savings
Sustainability
We serve our customers through
technological differentiation
Flow Control
New robotic solution for bore
cleaning in the ladle make up area
–
Safety: no exposure to liquid steel
–
Quality: consistent and
accurate operations
–
Enhanced traceability
through data logging of
process parameters
Advanced Refractories
Global launch of Vesuvius Advanced
Robotic Gunning (VARG
*
) system for
BOFs and EAFs
–
Improved H&S through fewer
manual interactions
–
Optimised refractory application to
extend the lifetime of the vessel and
boost the productivity
–
Reduced labour costs
Foundry
FLUSSUM
*
582G – a granular flux
for Aluminium Casthouses
–
Enhanced mechanical properties
of the cast aluminium
–
Reduced casting defects
–
Improved extrusion and
other processing
–
Lower flux consumption
–
Reduced waste generation
We employ expert material science and fluid dynamics specialists to create truly innovative and differentiated products.
These products are highly specialised to perform their function in the extreme environments of steel manufacture and foundry casting.
We have built up a global network of
expert scientists and technicians, based
across our six R&D centres of excellence.
These centres both develop new products
and provide specialist support for our
customers. In order to develop and
maintain our technological advantage, we
spend c. 2% of revenue on R&D annually.
We operate a detailed process of
evaluation through the product
development cycle with a number of
rigorous stage-gates that each product
must pass to progress. The benefit of this
investment in innovation is seen in the
growing proportion of sales from new
products (being products launched in the
past five years). We have a target of 20%,
which we have met a year ahead of
schedule, in 2025, achieving an NPS ratio
of 20.5% for the Group as a whole, and
greater than 20% in our Flow Control
Business Unit.
*
Trademark of the Vesuvius Group of companies, unregistered or registered in certain countries, used under licence.
1.
New product sales defined as sales from products
launched in the past five years.
An innovation-led business
Ongoing innovation pipeline of value-adding products
2021
2022
2023
2024
2025
15.3
16.4
17.6
20.5
Steadily growing new product sales
1
%
19.1
2022
2023
2024
2025
30.4
1.9%
1.9%
2.0%
1.9%
34.9
36.2
35.3
Consistent investment in R&D
–
R&D as a % of revenue
–
R&D investment £m
(constant currency)
2.1%
36.7
2021
Vesuvius plc
Annual Report and Financial Statements 2025
18
Why invest in Vesuvius?
Our products are often developed
bespoke for each customer, reflecting
how each steel mill and foundry is
different. In addition, the effective
functioning of our products is in
many cases determined by their
skilled application or installation,
which we provide through our on-site
technical expertise.
We seek to develop and maintain a close
partnership with our customers, fulfilling
the needs of their operations by:
–
Giving expert engineering and technical
input to advise on the optimum product
to maximise value
–
Providing after-sales service to support
optimum usage
–
Catering for their individual needs
Our Steel Division caters for the geometries
of the ladle and tundish of each different
steel mill and evaluates products ‘in use’
to ensure that refractory use in the
steel-making process is optimised.
In Advanced Refractories, we operate
contracts where we provide the
technicians to manage the refractory
application process.
We achieve this through our dedicated
team of sales and marketing experts,
who work closely with our R&D teams.
Our global presence means that our
customers are served by experts from
within their region.
We seek operational excellence
throughout our organisation.
–
We have a manufacturing base
optimised for mature and
growing markets
–
We use standardised metrics/
deployment of the Vesuvius
Operating System
–
We share best practice across sites
–
We maximise the use of automation
to drive consistent product quality
–
We are improving health and safety
throughout our organisation
–
We are improving energy efficiency and
CO₂ emissions (relative to output)
throughout our organisation
Vesuvius develops systems and
robots that deliver significant value to
customers by removing people from
working in dangerous areas of a steel
plant and improving the speed and
consistency of changeover of refractory
parts, therefore increasing the yield of
high-quality steel whilst reducing health
and safety risks.
Our robots are designed to work with
our systems and refractory products,
and provide a long-term partnership
with our customers.
We also produce mechatronic solutions
to work with Advanced Refractory
products such as our VARG
*
system
for applying monolithics.
Increasing penetration of Flow Control
robots provides customers with a broader
offering of complex systems. Nine Flow
Control robots were shipped in 2025.
Systems include:
–
RCT-LP: Ladle Platform – temperature
and steel sampling in tundish; hydrogen
measurement in tundish; tundish
powder application; oxygen lancing of
casting channel; ladle shroud handling
–
RCT-BKS: Back Side Platform – cylinder
connection and disconnection; handling
ladle services (air, Argon, elect)
–
Robotised shroud exchange operation
for tube changer mechanism
Customer partnership
Operational excellence
Mechatronic solutions that support our refractory products
19
Strategic report
Governance
Financial statements
Vesuvius plc
Annual Report and Financial Statements 2025
20
We operate in markets expected
to grow over the medium term
By end-market
%
Steel is the world’s most important engineering and construction
material. The steel manufactured today is principally used for
construction, infrastructure, automotive manufacture and
domestic goods.
By region
%
We have global exposure with under half our revenue generated
from the mature markets of North America and Europe. We have
a strong and growing position in India and other emerging
markets. China represents 10% of our revenue due to our focus on
steel manufactured using high-tech processes, but we are well
placed to respond to the growth in high-tech steel in China in the
coming years.
Markets served
Flow Control
Flow Control provides end-to-end continuous casting solutions,
from the ladle to the mould, harnessing strong R&D capabilities
to supply technologically differentiated, bespoke products and
systems to our customer base. We can combine our consumables
with our industry-leading slide-gate systems and robotics to
deliver highly reliable, safe and fully traceable operations.
Advanced Refractories
Advanced Refractories provides consumable products
(monolithics, bricks, precast) to the steel and industrial processes
industries (e.g. aluminium, foundry and cement). We combine
our global on-site presence at customer locations with our
mechatronics solutions to deliver improved safety and efficiency
within our customers’ operations, whilst providing an ongoing
revenue stream from our consumable products.
Product portfolio
Steel Division
Buildings and infrastructure
Mechanical equipment
Automotive
Metal products
Other transport
Electrical equipment
Domestic appliances
Asia-Pacific
Americas
EMEA
31
32
37
Why invest in Vesuvius?
continued
21
Strategic report
Governance
Financial statements
Market indicators and trends
1.
Sources: World Steel Association (Actuals) and McKinsey MineSpans (Forecasts).
2.
Sources: World Steel Association (Actuals), McKinsey MineSpans (Forecasts) and Laplace Conseil (Split of high-tech vs. commodity steel).
Global steel production volumes
The volume of steel produced directly impacts the quantity of
Vesuvius products consumed. We anticipate further growth in
steel production volumes outside of China (~2% CAGR) with an
estimated increase of more than 200 million tonnes in emerging
markets between 2025 and 2035, linked to the development
in emerging economies (including India and South East Asia).
The implementation of steel import/export tariffs and
protectionist measures should also result in an increase of
local production in mature markets, particularly North America
and EU27+UK.
Vesuvius’ existing exposure to mature markets, and our
continued investments in India, Poland and USMCA, result in
our Steel Division being well positioned to capture this growth.
Steel production by type
The type of steel produced, e.g. high-tech steel used in
the automotive industry vs. commodity steel used in the
construction industry, impacts the production method used by
manufacturers. High-tech steel requires more sophisticated
production methodologies e.g. thin slab casting, which in turn
requires more elaborate and larger volumes of our Flow
Control products.
We anticipate that high-tech steel volumes, which currently
represent c. 37% of steel production, will increase at ~2.2% CAGR
driven by the maturation of developing economies as they
transition from construction and infrastructure to consumer
demand. We also anticipate that commodity steel volumes,
which represent c. 63% of current production volumes, will be
driven by fast-growing economies and infrastructure investments.
The high-tech steel segment represents ~57% of Flow Control sales,
hence the business unit is well positioned to capture this growth.
2015
1,626
1,849
2,049
2025
Actuals
Forecasts
2035
Expected evolution of global steel production
1
million tonnes
ROW
India
USMCA
CIS
JKANZ
EU + TK
China
~90%
Vesuvius
sales
~10%
Vesuvius
sales
India
Africa
South East Asia
Middle East
Latin America
2015
209
362
596
2025
Actuals
Forecasts
2035
Expected growth in steel production in emerging markets
1
million tonnes
+2.2%
CAGR
+0.2%
CAGR
+1.0%
CAGR
+2.0%
CAGR
Commodity steel
High-tech steel
2018
1,828
68%
32%
63%
37%
55%
45%
1,849
2,049
2025
Actuals
Forecasts
2035
High-technology steel production evolution
2
million tonnes
We operate in markets expected
to grow over the medium term
Typical product line alloy application:
Ferrous
Non-ferrous
Feeding
systems
Filters
Coatings
Refractories
Metal
treatment
Crucibles
Foundry Division
Markets served
By end-market
%
Products manufactured by the foundry casting market,
made up of iron casting, steel casting and non-ferrous casting,
are used across all engineering sectors.
By region
%
Ferrous sales in Europe and North Asia represent the core of the
Foundry Division’s business. We are witnessing the transition of
ferrous casting activity from the EU and UK, and from Japan,
towards emerging markets. We expect this strong growth to
continue and we are focused on expanding our business in these
developing markets.
Product portfolio
The Foundry Division (trading as Foseco) couples the design and manufacture of customised products and process technology with
technical support to improve the quality of metal castings produced in the foundry industry. Our product portfolio consists of six core
product lines, where we offer solutions to serve both ferrous and non-ferrous foundries.
Light vehicles
Mining and construction
Medium-heavy vehicles
Railway and marine
Power generation
General engineering/Other
Asia-Pacific
Americas
EMEA
37.5
38.5
24
Vesuvius plc
Annual Report and Financial Statements 2025
22
Why invest in Vesuvius?
continued
Foundry’s customers
The foundry market is highly fragmented
with three main customer segments.
Specialists represent the largest segment
of Foundry’s customer base. The Foundry
Division has thousands of customers
with no one customer representing
more than 3% of Foundry’s revenue.
Global casting volumes
1
The volume of castings produced directly impacts the quantity
of Foseco’s products consumed. We anticipate growth in global
casting volumes (+2% CAGR), mainly linked to development
in India, South East Asia and China, where production of
light vehicles, trucks and buses in particular is increasing.
Foundry’s recent expansion in China, coupled with our
acquisition of the Molten Metal Systems business (MMS),
provides our Foundry division with a stronger presence to
develop in the non-ferrous market, which is growing faster
than the overall market.
Global casting production by type
1
The type of metal being cast, e.g. ferrous vs. non-ferrous,
impacts the production method and the type and volume
of consumables required.
We anticipate non-ferrous casting volumes will grow faster
(~2.5% CAGR) than ferrous volumes (~1.6% CAGR), as a result
of automotive electrification, where vehicle volumes are
shifting from ICE (Internal Combustion Engine) to BEV
(Battery Electric Vehicles), which in turn increases the demand
for non-ferrous metals (e.g. aluminium) for production.
Whilst the Foundry division has historically been stronger in ferrous
casting technology, we continue to develop our non-ferrous
portfolio. Our Foundry Division’s existing product portfolio and
market position in ferrous castings position us well to capture the
market growth in this area. Our focus on R&D and recent product
launches in non-ferrous (which account for >50% of our new
product development projects and new product launches),
and the acquisition of MMS, support our strategy to capture
the faster growth in the non-ferrous market.
1. All CAGRs quoted are 2025-2035, source: Modern castings, Country foundry
associations, World Steel Association, foundry-planet, Global Foundry
Magazine, Vesuvius and McKinsey data.
Foseco customer segmentation
Typically light vehicle
and truck tier 2 suppliers
who produce a small
range of castings for
various end users
Small accounts with
one-off production runs,
active across all sectors
The captive
–
Controlled by OEMs,
who produce in-house
where there is a
technological edge
vs. outsourcing
The specialist
–
Focused on a limited
number of markets
(mining, automotive,
windmill)
The jobbing
–
Produce a range
of products on request
–
Process and artisanal
capabilities
End-markets
Mainly consists of mining,
agriculture and light
vehicle foundries
Large runs/series
(>1,000pcs/yr even up to >100kpcs/yr in automotive)
Small runs/series
(5-100pcs/yr)
2025
114
134
2035
Expected evolution of global casting volume (2025-2035)
million tonnes
1.6%
2025
1.6%
1.7%
2035
Expected evolution of global casting volume (2025-2035)
million tonnes
88
25
104
30
CAGR, %
Ferrous
Non-ferrous
114
134
Market indicators and trends
We see positive dynamics in the Foundry market
23
Strategic report
Governance
Financial statements
Vesuvius plc
Annual Report and Financial Statements 2025
24
Our People Strategy aims to enable
sustainable business growth, cost
efficiency, cash generation and a
performance-driven culture. In a lean,
decentralised and highly entrepreneurial
organisation that we promote, having
the right skills and a winning mindset
is critical for people to succeed and
for business to thrive.
Vesuvius is a geographically and
culturally diverse group, employing
more than 14,000 people of more than
70 nationalities in 40 countries.
The underlying foundation is our strong
culture of delivering results in our diverse,
entrepreneurial, decentralised organisation,
where everyone is empowered to take
action, working with like-minded people
in a non-matrix environment.
A flexible workforce
Our activity levels fluctuate based on
customer demand. A variety of measures
have been implemented to ensure our
manufacturing workforce is equally
flexible. These include the employment of
agency workers, and the management of
peaks and troughs through overtime and
flexitime agreements.
A significant proportion of our headcount
is employed in customer locations. The
length of this employment with Vesuvius is
dependent on the continuation or renewal
of our customer contracts. Thus, if business
is transferred by a customer from one
supplier to another, this flexible
employment approach rather than direct
employment provides workers with
employment continuity, as it permits
them to continue working for the customer
whilst their services are transferred.
11,116
(99%)
60
(1%)
3,750
(25%)
11,176
(75%)
4,645
(42%)
6,531
(58%)
10,809
(97
%)
367
(3
%)
Employees vs directly supervised contractors
Full-time vs part-time employees
Full-time
Employees
Part-time
Contractors
Salaried vs hourly employees
Salaried
Hourly
Permanent vs temporary employees
Permanent
Temporary
Talent attraction and development
Staying competitive in today’s rapidly
evolving world requires a keen focus
on the attraction and development of
appropriate talent. We focus on achieving
a balance between attracting high-quality
external talent and developing a strong
internal pipeline, and then provide
continuous development to facilitate
their success.
During recruitment for key talent we
prepare clear, well-defined success
profiles for each role, and utilise rounds of
assessments, interviews, psychometric
assessments and reference checks to
secure top-tier talent.
Internally, we have developed a robust
system for tracking and evaluating
performance effectiveness across all
levels. This includes two comprehensive,
Group-wide system-based performance
processes: one focused on an overall
performance review, where managers
assess employees on key factors such as
alignment with Vesuvius CORE Values,
achievement of results and role-specific
competencies; the second on reviewing
year-end personal objectives, which are
linked to individual goal achievement and
career progression.
In addition, we hold mid-year
performance reviews to ensure alignment,
address any gaps and refine development
plans for the remainder of the year. These
processes are vital in identifying skills gaps,
talent risks and opportunities for growth,
enabling us to take corrective action
where needed.
Training and development
Our leaders take responsibility for
managing and developing their teams.
Our Learning Management System
provides a global hub for Vesuvius’ online
training courses. Mandatory training
courses are automatically assigned to new
joiners and completion statistics are easily
reportable. Targeted training courses can
also be allocated to employees in specific
roles, e.g. modern slavery training for
people in Purchasing.
Our internal technical training is aimed at
the continuous development of Vesuvius
employees whether they operate in
technical roles or not. Courses range from
entry to expert levels and are continuously
updated to keep pace with developing
technology and delivery methods,
thereby guaranteeing that Vesuvius
experts are at the forefront of technical
innovation. They are a great way for our
hugely experienced technical experts
to pass on their knowledge to the next
generation and ensure the sustainability
of our know-how, and to give non-
technical staff a clear understanding
of our products and technology.
Global mentoring programme
In 2025, Vesuvius continued its global
mentoring programme for its top talent
focusing on leadership and talent
development. There are currently
19 mentees taking part in the 12-month
programme, of which four are women.
Mentees learn from the experience and
perspectives of a senior leader, including
members of the Group Executive
Committee, with an individual personal
development plan created to enhance
their careers and leadership capabilities.
The programme ensures internal
knowledge transfer and builds a broader,
deeper and readily available talent pool.
Why invest in Vesuvius?
continued
Our people
25
Strategic report
Governance
Financial statements
Global reward
Reward and recognition are integral
components of our employee value
proposition, enabling us to attract,
engage and retain key talent and highly
qualified employees. Our systems and
processes are designed to create
a market-competitive and rewarding
environment for all our employees and
to reinforce the vision, strategy and
expectations set by the Board.
Our management Annual Incentive
Plans are measured against both
Vesuvius’ financial targets and personal
performance, an incentive structure
consistent with that of our Executive
Directors. The Vesuvius Share Plan for
Executive Directors and Group Executive
Committee members encourages robust
decision-making based on long-term
goals rather than short-term gains.
We also have a cadre of over 200
managers who participate in the Group’s
share-based Medium Term Incentive
Plan. Both of these programmes work
to align the interests of participants with
those of shareholders.
Global mobility
We believe that our global operations
should be managed and staffed by local
personnel. However, we also provide
selected groups of employees with a range
of international assignments. These
assignments are usually for a limited
period, most often three years.
International assignees do not come from
one or two countries alone. We have a truly
international mix of nationalities in our
mobile population. Individuals move not
only within a region, but also between
regions. Our mobility programme shows
that our assignee population is as diverse
as our Group.
Employee engagement
Vesuvius recognises that companies with
highly engaged employees deliver better
business outcomes. They have lower
absenteeism, lower employee turnover,
fewer safety incidents, better product
quality, and higher productivity, sales
and profitability. At Vesuvius, we regard
engagement as critical to our ongoing
success and we work hard to listen to our
people and act when issues impacting
engagement are identified.
We seek to understand and support
all employees, by using anonymous
methods of providing feedback such
as our annual employee engagement
survey, I-Engage, and Speak Up reporting
helpline. We measure the effectiveness of
these tools by analysing response rates,
tracking the percentage of employees
participating each year and identifying
trends in engagement across different
departments and regions.
Employee engagement is a collective
responsibility, especially for our
management teams. As a principal tool
to help nurture this engagement, we have
partnered with Culture Amp to undertake
our annual I-Engage survey, which
captures employees’ perceptions and
attitudes towards Vesuvius and their work.
The survey results are compiled into
team-specific reports, which managers
discuss transparently with their teams.
Together, they identify areas for
improvement and develop practical
action plans to deliver positive change
to the work environment.
In 2025, we maintained a very high
participation level with 92% of employees
responding to the survey. The overall level
of engagement increased by 3% to 74%,
with safety and knowledge of our
CORE Values rated particularly positively.
However, our results were not universally
positive and survey follow-up was noted
as an area where we could continue
to improve.
Respondents to our
2025 I-Engage survey
92%
response
rate
Internal communications
We continue to develop our internal
communications programme to ensure an
effective and strong mix of channels to
reach our diverse workforce. The Chief
Executive regularly communicates with
the whole Group through email and
video, delivering important business
information and strategic messages.
In 2025, 11 interactive virtual sessions
were held with the Senior Leadership
Group which, along with our Global ‘Spark’
senior management meeting, were used
to share business innovation and strategic
updates, and foster better collaboration.
Company news and announcements are
regularly shared via the Group intranet,
supported by screen savers and video for
major internal campaigns. For on-site
communication, we utilise posters and
‘town hall’ meetings.
Wherever possible, we prioritise
face-to-face communication at all levels
of the organisation, creating space
for our people to have meaningful
Q&As and direct interaction with our
business leaders.
Employee consultation and
industrial relations
Vesuvius supports freedom of association
and the right to collective bargaining.
Around the globe, Vesuvius engages with
local works councils and trade unions
ensuring open communication on business
matters as required. These regulated
processes foster constructive dialogue
between employee representatives and
management, benefitting both our
workforce and business operations.
In addition to local employee
representation, the Group operates
a European Works Council (EWC)
with elected representatives from the
UK and each of the EU countries in
which Vesuvius has employees.
In 2025, 73% of our permanent employees
were covered by Collective Agreements
addressing key working conditions
through local works councils, trade unions
or other representative bodies.
Vesuvius plc
Annual Report and Financial Statements 2025
26
Women now represent 21% of our
Senior Leadership Group, a level that
we consider is still too low, but which
represents a significant improvement as
compared with the level of 15% in 2019.
The Board has noted the recommendation
of the Parker Review that each FTSE 350
company should set a percentage
target for senior management positions
that will be occupied by ethnic minority
executives in December 2027. The
Company currently analyses management
on the basis of nationality, which indicates
a great deal of diversity in the senior
management group, but not ethnicity.
The Board has conducted a survey of
ethnicity for senior management positions,
but has determined that no ethnicity target
should be set at this time.
Copies of the Board Diversity Policy and
Group Policy on Diversity and Equality are
available to view on the Vesuvius website:
www.vesuvius.com. Further information
on the Group’s approach to promoting
diversity can be found on pages 94 and 95.
Diversity and inclusion
As an organisation, Vesuvius has a global,
multicultural operational and customer
base, which we wish to reflect inside our
organisation with a multicultural, diverse
community of excellent professionals from
all backgrounds. This starts by focusing on
broad diversity of gender and nationality,
with an aim to ensure that all employees
and job applicants are given equal
opportunity and that our organisation is
representative of all sections of society
where we operate. Vesuvius operates in
40 countries around the world, employing
people of more than 70 nationalities,
making us a truly diverse business.
We regard this diversity as a critical aspect
of our success and future growth, as it
allows us to access the widest range of
skills and experience. Each employee is
respected and valued, and as a result
they are all able to give their best. All
employees are given help, training and
encouragement to develop their full
potential and utilise their unique talents.
Overall responsibility for implementing
the Group’s Diversity and Equality Policy
rests with the Executive Directors. The
Nomination Committee monitors progress
with meeting its objectives. At the end
of 2025, the Senior Leadership Group
(comprising c. 150 senior managers)
consisted of 26 nationalities located
in 22 countries. 15% of our overall
workforce were women, which was
stable versus 2024.
Diversity – 31 December 2025
Female
Male
Gender
not
available
1
Total
Female
Male
Board
4
5
–
9
44%
56%
Group Executive
Committee members
1
6
–
7
14%
86%
Leadership roles reporting to
members of the GEC
11
42
–
53
21%
79%
Directors of subsidiaries
included in consolidation
2
15
76
–
91
16%
84%
Senior Managers
3
27
124
151
18%
82%
All other employees
1,631
9,389
5
11,025
15%
85%
Vesuvius employees
1,658
9,513
5
11,176
15%
85%
Directly supervised contractors
80
2,367
1,303
3,750
Vesuvius employees and directly
supervised contractors
1,738
11,880
1,308
14,926
1. The Group had 3,750 directly supervised contractors who were contracted through third parties
and for whom the Group does not hold detailed employment records.
2. Of the 91 employees who are directors of Group subsidiaries but not members of the Group Executive
Committee or direct reports of the Group Executive Committee, 16% are women. This disclosure is made
to comply with regulatory requirements. It includes directors of dormant companies. Some individuals
hold multiple directorships.
3. Senior Managers as defined for the purposes of Section 414C(8)(c) include directors of the
Company’s subsidiaries.
Diversity and Equality Policy
–
We are dedicated to encouraging
a supportive and inclusive culture
amongst our global workforce
–
We aim to ensure that all employees and
job applicants are given equal opportunity
and that our organisation is representative
of all sections of society where we operate.
Each employee will be respected and valued
and able to give their best as a result
–
We are committed to providing equality
and fairness to all in our employment
and not providing less favourable reward,
facilities or treatment on the grounds of age,
disability, gender, marital or civil partner
status, pregnancy or maternity, race, colour,
nationality, ethnic or national origin, religion
or belief, or sex, gender reassignment or
sexual orientation
–
We are opposed to all forms of unlawful and
unfair discrimination
See the full policy on www.vesuvius.com
for further details.
Why invest in Vesuvius?
continued
27
Strategic report
Governance
Financial statements
Health, safety and well-being
at work
Safety is our top priority and our
overriding commitment to health
and safety is embedded throughout
the organisation.
Our approach is to identify, eliminate,
reduce or control all workplace risks, and
an ongoing system of training, assessment
and improvement is in place to focus on
achieving this. We remain fundamentally
committed to protecting the health and
safety of employees, contractors, visitors,
customers and any other persons affected
by our activities.
We want to become a zero-accident
company and are striving to become
a best-in-class organisation for safety
performance and leadership.
Health and safety governance
The Board has overall responsibility
for health and safety-related matters
and delegates authority for the
management of the health and safety
performance of the business to the
Chief Executive. The Business Unit
Presidents are, in turn, responsible
for the deployment of the Health and
Safety Policy.
The Board receives regular information
on every Lost Time Injury and key safety
performance indicators. In addition, the
Board carries out a biannual review of
health and safety performance and each
of the annual presentations of Business
Unit strategy include a detailed report
on health and safety issues.
Group safety audits
The Group operates a central safety
auditing team of three auditors, each
with more than ten years’ experience, who
report to the VP Sustainability. The team’s
main purpose is to verify the deployment
and ongoing application of the Group’s
standards and policies in our locations,
including our manufacturing sites, R&D
facilities and the customer locations
in which a significant number of our
employees operate daily. Each audit
also includes an assessment of the site’s
HSE leadership. During 2025, the team
conducted 65 audits (2024: 63).
Following each audit, action plans are
created by the site management teams to
address any issues identified and work on
completing these is assessed on a regular
basis. The observations made during
audits are used to improve the Group’s
training programmes and to enhance
the Group’s health and safety standards.
Sites are also encouraged to carry out
self-assessments, based on the Group
safety audit compliance checklist,
to monitor their progress.
Safety audits and improvement
opportunities
In 2025, 83% (2024: 82%) of our working
population performed routine safety
audits every month. This generated
an average of ten (2024: ten) implemented
safety improvement opportunities per
person, resulting in an improvement in
worker safety.
The audit programme involves employees
at all levels – from the Group Executive
Committee and safety specialists, through
to local site management, employees
and directly supervised contractors.
Lost time and recordable injuries
Vesuvius operates a robust and
comprehensive process for the timely
reporting of medical incidents.
We use more stringent definitions for
Lost Time Injuries (LTIs) and ‘severe
accidents’ than the definitions used by
many regulatory bodies. All sites are
required to report on all Recordable
Injuries (aligned with the OSHA definition),
to maintain the focus on safety. All LTIs and
Recordables require a full investigation.
We believe that the long-term significant
improvements in Lost Time Injury and
Recordable Injury Frequency rates
reflect a broader trend of underlying
improvement for the Group and result
from a strong management commitment
to change.
2025 safety performance
Our Lost Time Injury Frequency Rate
(LTIFR) of 0.70 per million hours worked
in 2025 was higher than 2024 (0.52), which
was our record year. This indicates that
there is always more work to do, and that
we must maintain our rigorous focus on
safety at all times.
In 2025, we were deeply saddened by the
death of one of our colleagues in a road
traffic accident whilst returning from a
business trip. Four employees suffered
injuries requiring hospital stays during
the year. We are actively taking steps to
learn from this tragic accident and Lost
Time Injuries, and to improve our systems
and procedures to minimise the likelihood
of repetition.
LostTimeInjuries
LTIFR 12 months rolling
Lost Time Injuries
per million hours worked
2020 2021 2022 2023 2024
2025
2019
0.0
0.2
0.4
0.6
0.8
1.0
1.2
1.4
1.6
1.8
2.0
Health and Safety Policy
We commit to:
–
Abide by simple and non-negotiable
standards
–
Report transparently and thoroughly
investigate any incident to learn,
share and avoid repeats
–
Undertake risk assessments to identify
hazards, prioritise any deficiencies
and correct them in an appropriate
way, as well as to develop appropriate
safe work procedures
–
Ensure every business facility follows
the agreed health and safety plans,
committing to: reduce the frequency and
severity of injuries; improve workstation
ergonomics; prevent exposure to hazardous
substances; and minimise the risk of
occupational diseases
–
Increase awareness about health and safety
issues and provide training for all new
employees and contractors
–
Ensure every business facility has an
appointed Health and Safety Manager
See the full policy on www.vesuvius.com
for further details.
Our Steel Division reported revenues
of £1,342.6m in 2025, an increase of
1.4% on a like-for-like basis but flat on a
reported basis (-0.1%), reflecting currency
headwinds. The slight like-for-like revenue
growth was driven by market share gains
and modest pricing increases.
Trading profit in the Steel Division fell by
18.3% on a like-for-like basis to £120.0m,
as a result of inflationary costs not being
entirely covered by price rises during the
first half, especially in EMEA and China.
The Division reverted to positive net
pricing during the second half of the year,
although not sufficiently to compensate
for the negative impact of the first half.
We also saw some customers, especially
in EMEA, temporarily switching to lower
value, lower margin products. EMEA
accounted for 72% of the year-on-year
fall in profit. Our cost-saving programme
has delivered in line with expectations,
partially offsetting some of these negative
impacts. The drop in trading profit on
broadly flat revenue has resulted in the
Division’s return on sales reducing to 8.9%,
a fall of 210bps.
Steel Division
Despite adverse
market conditions,
the Steel Division
performed well
in 2025
Steel Division
2025 (£m)
2024 (£m)
Like-for-like
change
Change
Flow Control Revenue
750.9
769.0
0.1%
(2.4)%
Advanced Refractories Revenue
555.6
535.6
3.9%
3.7%
Sensors & Probes Revenue
36.1
39.2
4.5%
(8.0)%
Total Steel Revenue
1,342.6
1,343.8
1.4%
(0.1)%
Total Steel Trading Profit
120.0
153.0
(18.3)%
(21.5)%
Total Steel Return on Sales
8.9%
11.4%
-210bps
-250bps
Steel Division revenue
£1,342.6m
Steel Division trading profit
£120.0m
Vesuvius plc
Annual Report and Financial Statements 2025
28
Operating review
Flow Control Revenue
2025 (£m)
2024 (£m)
Like-for-like
change
Change
Americas
287.2
297.8
0.4%
(3.6)%
Europe, Middle East
and Africa (EMEA)
234.0
241.3
(3.3)%
(3.0)%
Asia-Pacific
229.7
230.0
3.3%
(0.1)%
Total Flow Control Revenue
750.9
769.0
0.1%
(2.4)%
In 2025, revenue in the Group’s Flow
Control business was flat on a like-for-like
basis at £750.9m (a decline of 2.4% on a
reported basis reflecting FX headwinds).
This performance was driven by positive
pricing and broadly flat sales volumes.
In the Americas, like-for-like revenue grew
0.4%, with positive pricing partially offset
by slightly negative volume growth.
In EMEA, our revenue declined 3.3% on
a like-for-like basis compared to 2024
with positive pricing and volume growth in
EEMEA not compensating a significant
volume decline in EU+UK.
In Asia-Pacific, revenue grew 3.3% on
a like-for-like basis, driven by ongoing
good growth in India, double digit volume
growth in South East Asia and high
single-digit volume growth in China,
despite the steel market contracting in
this country.
Flow Control
Pascal Genest
President,
Flow Control
Revenue
£m
£750.9m
2025
2024
2023
750.9
769
793
29
Strategic report
Governance
Financial statements
Advanced Refractories reported revenue
of £555.6m in 2025, an increase of 3.9%
on a like-for-like basis. This principally
reflected an increase in sales volume
(both market growth and market share
gains across the business) and a small
contribution from price increases.
In Asia-Pacific, revenue grew 10.1%
like-for-like, driven by double-digit volume
growth in India, outperforming a strong
market, and good growth in China, despite
a declining market. In the Americas,
positive volume growth in the US and
South America was offset by significant
declines in Canada and Mexico. In EMEA,
our sales progressed moderately, driven
by market share gains in EU+UK.
Revenue in Sensors & Probes was £36.1m in 2025, down 4.5% year-on-year on
a like-for-like basis, driven by declining demand in Europe, Canada, Mexico,
and South America, only partially compensated by growth in the US.
Steel Sensors & Probes Revenue
2025 (£m)
2024 (£m)
Like-for-like
change
Change
Americas
26.0
28.3
(2.5)%
(8.1)%
Europe, Middle East
and Africa (EMEA)
9.7
10.5
(9.2)%
(7.6)%
Asia-Pacific
0.4
0.4
0%
0%
Total Steel Sensors
& Probes Revenue
36.1
39.2
(4.5)%
(7.9)%
Advanced Refractories Revenue
2025 (£m)
2024 (£m)
Like-for-like
change
Change
Americas
182.5
188.2
0.6%
(3.0)%
Europe, Middle East
and Africa (EMEA)
183.8
167.6
1.1%
9.6%
Asia-Pacific
189.3
179.7
10.1%
5.3%
Total Advanced
Refractories Revenue
555.6
535.6
3.9%
3.7%
Steel Division continued
Advanced Refractories
Sensors & Probes
Revenue
£m
£555.6m
2025
2024
2023
555.6
536
568
Revenue
£m
£36.1m
2025
2024
2023
36.1
39
39
Vesuvius plc
Annual Report and Financial Statements 2025
30
Nitin Jain
President,
Advanced Refractories
Luigi Magliocchi
President,
Sensors & Probes
Operating review
continued
Our Foundry Division continued to
experience a difficult trading environment
in 2025, with reported revenue of £466.9m
in 2025, a like-for-like decrease of 1.5%,
reflecting contracting revenue in the
Americas (-3.4%) and EMEA (-4.5%),
which were only partially offset by strong
growth in Asia-Pacific (+3.2%), supported
by India which delivered double-digit
growth despite disruption related to US
tariffs and China which grew mid-single
digit, like-for-like. The fall in revenue in
EMEA and the Americas was due to
market volume declines and slightly
negative sales prices evolution, only
partially offset by market share gains.
The Division benefited from the acquisition
of the Molten Metal Systems business,
completed in November 2025. This
acquisition is delivering as expected.
Trading profit and return on sales
contracted 11.2% and 70bps respectively,
on a like-for-like basis, principally
reflecting the decline in overall volumes
and the negative net pricing performance
during the first half of the year. Net pricing,
while remaining slightly negative, improved
significantly in H2. This, together with
ambitious new cost-saving projects and
the delivery of synergies from the MMS
business,should provide a solid foundation
for trading profit growth in 2026.
Foundry Revenue
2025 (£m)
2024 (£m)
Like-for-like
change
Change
Americas
111.1
119.3
(3.4)%
(6.9)%
Europe, Middle East
and Africa (EMEA)
180.2
183.6
(4.5)%
(1.9)%
Asia-Pacific
175.6
173.4
3.2%
1.3%
Total Foundry Revenue
466.9
476.3
(1.5)%
(2.0)%
Total Foundry Trading Profit
31.1
35.0
(11.2)%
(11.1)%
Total Foundry Return on Sales
6.7%
7.4%
-70bps
-70bps
Foundry Division
Foundry Division
Manuel Delfino
President,
Foundry
Revenue
£m
£466.9m
2025
2024
2023
466.9
476
530
31
Strategic report
Governance
Financial statements
2025 performance overview
Income statement
2025 was a challenging year, with broadly
flat revenue and a decline in like-for-like
trading profit and return on sales, due to
adverse pricing and product mix. Cash
flow reduced along with profit, while cash
conversion was good at 75%. This has
enabled the Board to recommend a final
dividend slightly increased compared to
the amount per share in 2024 alongside
the buyback of shares earlier in 2025 and
the delivery of two strategic acquisitions.
Revenue for the year decreased by 0.6%
on a reported basis and grew by 0.7%
on a like-for-like basis, reflecting an FX
headwind of 2.5% and a small contribution
from acquisitions in the year. Like-for-like
revenue performance was driven by
modest volume growth of 0.2%, a small
increase in headline pricing of 0.4%. On
a reported basis, the Steel and Foundry
Division revenue decreased by 0.1% and
2.0%, respectively, in the year. Acquisitions
added a further 1.3% to top-line growth.
We achieved a trading profit of £151.1m,
down 19.6% on a reported basis of which
17.0% was like-for-like performance
and 5.1% was related to FX headwinds,
partially offset by a contribution from
acquisitions. Within the like-for-like profit
changes, there was a £30.4m decline due
to the drop-through from volume and
product mix, and an £11.5m decline from
net pricing. The full-year impact of net
pricing was driven by a -£11.7m impact
in H1 and neutral net pricing in H2. In
addition, there was a further contribution
from our ongoing cost-saving programme
of £17.8m and a net -£2.0m relating to
one-off impacts that will reverse in 2026,
being the impact of lower incentive
payments, offset by £6.0m in one-off
inefficiencies. There was also a -£4.3m
impact to trading profit relating to other
items. Return on sales of 8.4% was down
170bps on a like-for-like basis.
The Board has recommended a final
dividend of 16.5 pence per share, which
together with the interim dividend
already paid brings the total dividend
for the year to 23.6 pence per share,
a 0.4% increase compared to the total
dividend for 2024.”
Mark Collis
Vesuvius plc
Annual Report and Financial Statements 2025
32
Financial review
Investment in R&D is central to our
strategy of delivering market-leading
product technology and services to
customers. In 2025, we spent £35.3m
on R&D activities (2024: £36.6m, on a
constant currency basis), which represents
1.9% of our revenue (2024: 2.1%) and
a small decrease in expenditure on
a constant currency basis.
Net Interest cost for FY25 increased
to £18.4m (2024: £16.2m), due to a
combination of a rise in interest due to
a higher debt balance, and a reduction
in finance income due to a reduction in
deposits held in Argentina, partially offset
by lower interest rates charged on our RCF.
Profit from joint ventures and associates
was broadly flat year-on-year at £1.0m
(2024: £1.1m).
Separately reported items of £36.5m were
recognised in FY25 compared to £34.3m in
FY24. £10.6m relates to amortisation of
acquired intangible assets (FY24: £10.0m),
which is consistently excluded from our
adjusted profit measure. In addition,
one-off costs of £18.9m were incurred
relating to our cost-saving programme
(FY24: £14.6m), and £7.0m in relation to
integration and acquisition costs. Due to
the one-off nature of both these charges,
they are shown as separately reported.
Adjusted profit before tax was £133.7m,
down 22.7% versus last year (£172.9m)
on a reported basis. Including separately
reported items, PBT of £97.2m was 29.9%
lower than last year (£138.6m).
The Group’s Adjusted Effective Tax Rate
(ETR), based on the income tax costs
associated with adjusted performance
of £36.5m (2024: £47.2m), was 27.5%
(2024: 27.5%).
The Group’s total income tax costs for the
period include a credit within separately
reported items of £4.1m (2024: £8.9m).
We expect the Group’s ETR in 2026 to be in
line with that in 2025, dependent on profit
mix and any one-off items.
Non-controlling interests principally
comprise the minority holdings in Indian
subsidiaries. Profit attributable to
non-controlling interests decreased slightly
to £12.6m in 2025 (2024: £13.1m) reflecting
some decline in the profit after tax in those
subsidiaries plus a currency headwind.
Adjusted EPS at 34.2p was 17.7% lower
on a like-for-like basis than 2024 (43.3p),
reflecting lower earnings, partially offset
by a reduction in average shares in issue
from 260.0m to 247.1m (basic), reflecting
the conclusion of the second share
buyback programme. Reported EPS of
21.1p is 37.0% lower than the prior year
(2024: 33.5p) reflecting the factors
described above.
Dividend and share buyback
Vesuvius has a progressive dividend policy.
As a minimum we will maintain our
dividend per share year-on-year and
increase it, through the cycle, in line with
earnings per share growth. In addition,
where cash is not required for additional
investment in the business and whilst
maintaining a strong and prudent balance
sheet, we will return cash to shareholders
via other means, such as share buybacks.
The Board has recommended a
final dividend of 16.5 pence per share
(2024: 16.4 pence), which together with the
interim dividend paid of 7.1 pence per
share, brings the total dividend for the year
to 23.6 pence per share, a 0.4% increase
compared to the total dividend for 2024
(23.5 pence). This represents a dividend
cover of 1.5x compared to adjusted EPS
for 2025.
Over 2025, we completed our second
£50m share buyback (initiated in
November 2024), resulting in a total cash
outflow relating to share repurchases of
£34.8m in FY25. In total, 8.6m shares were
repurchased during the year, reducing our
shares in issue by c. 3%.
% Change
FY25 vs. FY24
£m
2025
Reported
Acquisition
2025
Like-for-like
2024
Reported
Currency
2024
Like-for-like
Like-for-like
Reported
Steel
1,342.6
(14.9)
1,327.7
1,343.8
(35.0)
1,308.8
1.4%
(0.1%)
Foundry
466.9
(7.6)
459.3
476.3
(10.0)
466.3
(1.5%)
(2.0%)
Group Revenue
1,809.5
(22.5)
1,787.0
1,820.1
(45.0)
1,775.1
0.7%
(0.6%)
Steel
120.0
(1.2)
118.8
153.0
(7.5)
145.5
(18.3%)
(21.5%)
Foundry
31.1
(1.9)
29.2
35.0
(2.1)
32.9
(11.2%)
(11.1%)
Group Trading Profit
151.1
(3.1)
148.0
188.0
(9.6)
178.4
(17.0%)
(19.6%)
Steel
8.9%
9.0%
11.4%
11.1%
(210bps)
(250bps)
Foundry
6.7%
6.4%
7.4%
7.1%
(70bps)
(70bps)
Return on Sales
8.4%
8.3%
10.3%
10.0%
(170bps)
(190bps)
33
Strategic report
Governance
Financial statements
Cost-saving programme
At the start of 2024 we initiated an
efficiency programme to realise recurring
savings of £30m per annum by 2026,
of which £30.8m has been delivered by
the end of 2025 (£13.0m in 2024 and
£17.8m in 2025), significantly ahead of
schedule as we accelerated our savings
in response to the difficult trading
environment. Our target is now to deliver
in aggregate £55m savings by 2028.
We expect to deliver further cost savings
of c. £10m in 2026. These restructuring
costs are excluded from trading profit,
allowing for a clear measure of our
operating performance.
Cash-flow and balance sheet
Our cash management performance was
solid, achieving a 75% cash conversion
(2024: 69%), reflecting broadly flat trade
working capital with a -£1.9m outflow,
a reduction of £10.6m in other working
capital and the conclusion of our
investment in strategic capacity
expansion, resulting in a reduction in
net cash capex from £96.5m in 2024
to £81.0m in 2025.
We measure working capital both in
terms of actual cash flow movements,
and as a percentage of sales revenue.
Trade working capital intensity in 2025
increased slightly to 23.4% (2024: 22.9%),
measured on a 12-month moving average
basis. The change was principally due to
an increase in debtor days on a 12-month
average basis by 1.6 days, partially offset
by a slight increase in creditor days by 0.4
days and a reduction in inventory days by
1.3. These changes were largely driven by
Flow Control, where working capital
intensity improved modestly due to a
material reduction in inventory offset by
an increase in debtors, while trade working
capital slightly increased at both Foundry
and Advanced Refractories, due to
a small movement in inventory.
Free cash flow was £36.0m in 2025
(2024: £57.8m).
Capital expenditure
Net cash capital expenditure in 2025
was £81.0m (2024: £96.5m) and £99.6m
including capitalised leases (2024: £116.1m)
of which £75.8m was in the Steel Division
(2024: £92.2m) and £23.8m in the Foundry
Division (2024: £23.9m). Net cash capex
in 2026 is expected to be c. £70m-75m,
reflecting lower growth capex, having
concluded our investment programme
earlier in 2025.
Net debt
Net debt on 31 December 2025 was
£452.4m, a £123.2m increase compared
to £329.2m on 31 December 2024, due to
free cash flow of £36.0m offset principally
by dividends of £57.9m, share buybacks
of £34.8m and acquisitions in the year
of £38.9m.
At the end of 2025, the pro-forma net debt
to EBITDA ratio was 2.0x (2024: 1.3x) and
EBITDA to interest was 14.1x (2024: 18.4x).
These ratios are monitored regularly to
ensure that the Group has sufficient
financing available to run the business
and fund future growth.
The Group’s debt facilities have two
financial covenants: the ratios of net debt
to EBITDA (maximum 3.25x limit) and
EBITDA to interest (minimum 4x limit).
Certain adjustments are made to the
net debt calculations for bank covenant
purposes, the most significant of which is
to exclude the impact of IFRS 16, and
to adjust for acquisitions or disposals
part-way through the financial year.
On a covenant calculation basis, the net
debt to EBITDA ratio at 31 December 2025
was 2.0x.
The Group had committed borrowing
facilities of £751.6m as of 31 December
2025 (2024: £669.6m), of which £195.5m
was undrawn (2024: £202.5m).
Return on invested capital (ROIC)
Our ROIC (excluding goodwill on our
balance sheet from the acquisition of
Foseco in 2008) for 2025 was 10.5%
(2024: 14.4%). ROIC is our key measure
of return from the Group’s invested capital,
and excludes the impact of goodwill and
intangibles that arose on the acquisition of
Foseco in 2008, as we believe that this
removes the distortive effects of that
acquisition and provides a clearer
measure of management performance.
Pensions
The Group has a limited number of
historical defined benefit plans located
mainly in the UK, US, Germany and
Belgium. The main plans in the UK and
US are closed to further benefits accrual.
All of the liabilities in the UK were insured
following a buy-in agreement with Pension
Insurance Corporation plc (PIC) in 2021.
This buy-in agreement secured an
insurance asset from PIC that matches the
remaining pension liabilities of the UK
Plan, with the result that the Company
no longer bears any investment, longevity,
interest rate or inflation risks in respect of
the UK Plan.
The Group’s net pension liability at
31 December 2025 was £31.6m
(2024: £37.4m liability).
Mark Collis
Chief Financial Officer
11 March 2026
Vesuvius plc
Annual Report and Financial Statements 2025
34
Financial review
continued
This section of the Annual Report constitutes the Group’s
Non-Financial and Sustainability Information Statement and
addresses the requirements of S414CA and S414CB of the
Companies Act 2006. Information disclosed in other sections of the
Strategic Report is incorporated into this statement by reference:
The Statement provides information on the Group’s activities and policies in respect of:
Reporting requirement
Relevant policies
Where to read more
Environmental
matters
–
Environmental Policy
–
Tackling climate change
p39-56
The Company’s
employees
–
CORE Values
–
Code of Conduct
–
Speak Up Policy
–
Diversity and Equality Policy
–
Health and Safety Policy
–
Why invest in Vesuvius?
–
A responsible company
–
Corporate Governance Statement
p24-27
p57-60
p78-124
Social and
community matters
–
Code of Conduct
–
A responsible company
p57
Respect for
human rights
–
Human Rights and Labour Policy
–
Statement on the Prevention of Modern Slavery
–
Sustainable Procurement Policy
–
A responsible company
p58-60
Anti-bribery and
corruption matters
–
Anti-Bribery and Corruption Policy
–
Code of Conduct
–
A responsible company
p57-59
Business model
–
Our business model
–
Why invest in Vesuvius?
p14 and 15
p18-27
Stakeholders
–
Our stakeholders and S172 Statement
p68-72
Risk management
–
Risk, viability and going concern
–
Principal risks and uncertainties
p61-65
p66 and 67
Non-financial
key performance
indicators
–
Progress on our sustainability targets
p36 and 37
This statement also details, where relevant, the due diligence processes
implemented by the Company in pursuance of these policies.
The acquisitions of PiroMET and the Molten Metal Systems business
(MMS) were completed in February 2025 and November 2025,
respectively. Only their site details and safety performance following
their acquisition dates are included in this statement.
Further non-financial and sustainability information can be
found in our Sustainability Report online at:
www.vesuvius.com
35
Strategic report
Governance
Financial statements
Non-Financial and Sustainability Information Statement
Vesuvius plc
Annual Report and Financial Statements 2025
36
The Group’s non-financial KPIs cover the Group’s main sustainability objectives. We have set stretching targets for the
Group’s sustainability KPIs to reach within set time frames. These are set out in the table below.
Progress in 2025
0.7
Our LTIFR in 2025 was slightly higher than
2024 which was our record year. Much
progress is still needed to continue our
journey towards zero accidents.
Progress in 2025
1,2,3,4,5
-28.6%
Progress in 2024 and 2025 was significant,
as a capital expenditure project delivering
major benefits for the site with the highest
level of wastewater was completed in
early 2024.
Progress in 2025
1,2,3,4
30.0%
Many sites made good progress in reducing
solid waste in 2025, through a combination
of reduced waste generation and
implementation of recycling solutions.
Progress in 2025
1,2,3,4
5.3%
In 2025, we continued to seek opportunities
to replace virgin materials with recycled
materials, but we remain constrained by
availability, cost and the variability of
properties in recycled material that might
affect the performance of our products.
Progress in 2025
1,2,3,4
-13.8%
The Group’s performance continued
to improve in 2025. We continue to
invest in equipment upgrades and
focus on further continuous improvement
through refurbishments and process
parameter optimisation.
Progress in 2025
1,2,3,4
-31.4%
The pro forma reduction in CO
2
e emissions in
2025 was mostly driven by the conversion of
our manufacturing sites to carbon-free
electricity contracts and operational
efficiency improvements.
Measure
Lost Time Injury Frequency Rate per million
hours worked.
Measure
By 2025, reduce wastewater per metric tonne
of product packed for shipment (vs 2019).
Measure
By 2025, reduce solid waste (hazardous and
sent to landfill) per metric tonne of product
packed for shipment (vs 2019).
Measure
By 2025, increase the proportion of
recycled materials from external sources
used in production.
Measure
By 2025, reduce energy intensity per metric
tonne of product packed for shipment
(vs 2019).
Measure
By 2025, reduce Scope 1 and Scope 2 CO
2
e
emission intensity per metric tonne of
product packed for shipment (vs 2019).
Safety
Wastewater
Energy intensity
Solid waste
CO
2
e emission intensity
Recycled material
Link to remuneration
Vesuvius Share Plan
Read more about this on p105, 112
and 113.
Link to remuneration
Annual Incentive Plan and Vesuvius
Share Plan
Read more about this on
p105, 112, 113 and 116.
£
£
£
£
Progress
Target
2025
2024
<1
0.7
0.52
Progress
%
Target
2025
2024
-25%
-28.6%
-28.0%
Progress
%
Target
2025
2024
-25%
-30.0%
-21.7%
Progress
%
Target
2025
2024
7%
5.3%
6.0%
Progress
%
Target
2025
2024
-10%
-13.8%
-10.1%
Progress
%
Target
2025
2024
-20%
-31.4%
-26.9%
£
£
£
£
£
£
Return on Sales
£
Free Cash Flow
£
Cost Savings
Sustainability
Strategic Value alignment
Progress on our sustainability targets
Sustainability
Progress in 2025
21%
We remain far from our ambition to reach 25%
by the end of 2025. We see this as a challenging
target given the relatively low attractiveness of
our industry to female entrants.
Progress in 2025
100%
All targeted employees successfully
completed the training in 2025.
Progress in 2025
57%
Though the number of assessed suppliers
has grown, the spend with these has been
lower in 2025 than 2024.
Measure
By 2025, increase female representation in
the Senior Leadership Group (approx. 150
top managers).
Measure
Increase the percentage of targeted
staff who complete anti-bribery and
corruption training annually.
Measure
By the end of 2025, conduct sustainability
assessments of our raw materials suppliers
(as a percentage of Group raw material spend).
Gender diversity
Compliance training
Supply chain
Link to remuneration
Annual Incentive Plan and Vesuvius
Share Plan
Read more about this on p105,
112, 113 and 116.
Progress
%
Target
2025
2024
25%
21%
21%
Progress
%
Target
2025
2024
90%
100%
100%
Progress
%
Target
2025
2024
60%
57%
58%
1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and Molten Metal Systems, which were acquired in 2025.
2.
Re-baselined using pre-acquisition data for the businesses acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation), and BMC (Yingkou YingWei
Magnesium Co., Ltd).
3.
Pro forma: performance as if the dolime process had been operating normally in 2025 (based on average production levels for 2019-2022).
See page 53 for further information.
4.
Actual Group performance for 2025, with actual dolime production: Energy intensity -18.4%, CO
2
e emission intensity -47.4%, wastewater -24.7%, solid waste -26.2%,
recycled material 5.7%.
5.
2025 wastewater data excludes 13 sites that began reporting in 2025 or implemented major reporting changes during that year to ensure comparability with previous years.
6. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2025 Sustainability Report which is
available at: www.vesuvius.com.
Details of the Group’s
financial KPIs
can be found on pages 16 and 17.
37
Strategic report
Governance
Financial statements
Vesuvius plc
Annual Report and Financial Statements 2025
38
We create innovative solutions that
help our customers improve their safety
and quality performance, reduce their
environmental footprint, become
more efficient in their processes
and reduce costs. We also work in close
partnership with the most advanced
steel-makers to develop refractory
products for the green steel-making
and casting processes of the future.
Our Sustainability initiative sets out the
Group’s formal objectives and targets for
supporting our customers, our employees
and our communities, and for protecting
our planet for future generations. It is
embedded in the Group’s overall strategy
and informs how we deliver on our
strategic priorities.
In 2020, the Board launched the Group’s
formal sustainability strategy and
identified significant non-financial KPIs
for the business, covering the Group’s main
sustainability objectives. The majority of
these targeted achievement by 2025.
Between 2019 and 2025 the Group has
seen an impressive 31.4% reduction in
CO
2
e emission intensity, versus a target
of 20% reduction, and a 13.8% reduction
in energy intensity, versus a target of 10%
reduction. Each of our environmental
performance indicators have been
calculated on a pro forma basis for 2025,
assuming that the dolime process, which
continued to operate at reduced capacity
following damage to the dolime rotary kiln
in 2023, had been operating normally.
This is to avoid artificially improving the
reported figures given that dolime
production is our major emitter of CO
2
.
See page 53 for further details.
In addition to the encouraging reductions
in CO
2
emissions we also exceeded our
targets for reductions in wastewater and
solid waste during the performance
period, with a 28.6% reduction in
wastewater on a pro forma basis since
2019, versus a target of a 25% reduction,
and a 30% reduction in solid waste versus
a targeted 25% reduction.
There was slightly less positive news in
regard to the use of recycled material
however, with this representing 5.3% of
our total raw material tonnage in 2025
versus a target of 7%. We continue to
seek opportunities to replace virgin
materials with recycled materials, but
remain constrained by the difficulty of
sourcing products of an appropriate
quality and cost.
The number of women in our Senior
Leadership Group showed substantial
improvement from 15% in 2019 to 21%
in 2025, but also fell short of our target
of 25%, reflecting the difficulty of
attracting and retaining women in
our senior management roles.
The Board will shortly be approving
new targets for the forthcoming period,
to ensure Vesuvius continues its positive
sustainability journey.
Vesuvius’ sustainability strategy brings together our
environmental, social and governance initiatives into
one coordinated programme.
Our sustainability strategy and objectives
39
Strategic report
Governance
Financial statements
External reporting and
recognition
We are signatories to the UN Global
Compact and report annually on our
sustainability activities, commitments
and progress.
We are very proud of our
progress to date, as exemplified
by the external recognition of the
following rating agencies:
AA
B
We are committed to reducing
our environmental footprint by reaching
net zero greenhouse gas emissions
(Scope 1 and Scope 2) by 2050 at the
latest and helping our customers reduce
their emissions through improvements
in the efficiency of their operations.
Vesuvius supports the Paris Agreement’s
central aim, to strengthen the global
response to the threat of climate change
by keeping a global temperature
rise this century well below 2°C above
pre-industrial levels, and pursuing efforts
to limit the temperature increase even
further to 1.5°C, via the implementation
of our Roadmap to Net Zero.
As the world transitions to a low-carbon
global economy, Vesuvius supports the
call for policymakers to:
–
Build a level global playing field,
including carbon border adjustment
mechanisms, and robust and
predictable carbon pricing for
companies. This will strengthen
incentives to invest in sustainable
technologies and to change behaviours
–
Develop the necessary energy
production and distribution
infrastructure to provide access to
abundant and affordable clean energy
Reducing our impact
Vesuvius actively participates in measures
to tackle climate change by working to
reduce the CO
2
e emissions of all of our
operations and the quantity of raw
materials used, alongside helping our
customers to reduce their own CO
2
footprint
through the use of our products and
services. Vesuvius also embraces society’s
expectations for greater transparency
around environmental reporting.
Supporting our customers
According to estimates from the World
Steel Association (WSA), the steel industry
generates between 7% and 9% of global
direct emissions from the use of fossil
fuels, and it estimates that on average
1.92 metric tonnes of CO
2
are emitted
for every tonne of steel produced.
The iron and steel industries are taking
action to address the decarbonisation
challenge, and we are supporting them,
working in partnership with them to
develop more sustainable solutions.
With around 10kg of refractory material
required per tonne of steel produced,
the careful selection and use of energy-
saving refractories can beneficially
impact the net emission of CO
2
in the steel
manufacturing process. In the foundry
process, the amount of metal melted
versus the amount sold as finished castings
is the critical factor impacting a foundry’s
environmental efficiency. Vesuvius
continuously works with its customers
to increase this metal yield.
The actions being taken by governments
and societies around the world to mitigate
climate change, and the changes in
temperature and weather patterns
resulting from it, present both
opportunities and risks to Vesuvius.
In its broadest context, we believe that the
need for climate change initiatives will
create ever greater opportunities for
the Group to support our customers –
to improve their efficiency and reduce
their environmental impact.
Vesuvius’ Environmental Policy
We commit to:
–
Minimise direct and indirect CO
2
and other
greenhouse gas emissions, by reducing the
energy intensity of our business and using
cleaner energy sources
–
Minimise the consumption of water
and other resources
–
Reduce waste at source and
during production
–
Increase the usage of recycled materials
and promote the development of the
circular economy
–
Minimise any pollution or releases of
substances which could adversely affect
humans or the environment
–
Avoid negative impacts on biodiversity
See the full policy on
www.vesuvius.com
for further details.
Tackling climate change
1. https://recognition.ecovadis.com/EYXniTacJ0uMSXcb5RwP2g
1
Vesuvius plc
Annual Report and Financial Statements 2025
40
Tackling climate change
continued
Topic
Disclosure summary
Vesuvius disclosure
Governance
Disclose the
organisation’s
governance around
climate-related risks
and opportunities.
Describe the Board’s oversight of
climate-related risks and opportunities.
–
Tackling climate change
–
Risk, viability and
going concern
–
Directors’ Remuneration
Report
p41 and 42
p61-63
p97-124
Describe management’s role in assessing and managing
climate-related risks and opportunities.
–
Tackling climate change
–
Risk, viability and
going concern
p41 and 42
p61-63
Strategy
Disclose the actual
and potential impacts
of climate-related risks
and opportunities on
the organisation’s
businesses, strategy,
and financial planning
where such information
is material.
Describe the climate-related risks and opportunities
the organisation has identified over the short, medium
and long term.
–
Tackling climate change
p44-46
Describe the impact of climate-related risks and
opportunities on the organisation’s businesses,
strategy and financial planning.
–
Tackling climate change
–
At a glance
–
Our business model
p39-56
p4 and 5
p14 and 15
Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
–
Tackling climate change
p47-49
Risk management
Disclose how the
organisation
identifies, assesses
and manages
climate-related risks.
Describe the organisation’s processes for identifying
and assessing climate-related risks.
–
Tackling climate change
–
Risk, viability and
going concern
p41-46
p61-63
Describe the organisation’s processes for managing
climate-related risks.
–
Tackling climate change
–
Risk, viability and
going concern
p39-56
p61-67
Describe how processes for identifying, assessing and
managing climate-related risks are integrated into the
organisation’s overall risk management.
–
Tackling climate change
–
Risk, viability and
going concern
p39-56
p61-67
Metrics and targets
Disclose the metrics
and targets used to
assess and manage
relevant climate-
related risks and
opportunities where
such information
is material.
Disclose the metrics used by the organisation to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
–
Tackling climate change
p36, 37
and 44
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG
emissions, and the related risks.
–
Tackling climate change
p53-56
Describe the targets used by the organisation to manage
climate-related risks and opportunities and performance
against targets.
–
Tackling climate change
p36, 37
and 44
Task Force on Climate-related
Financial Disclosures
(TCFD) Report
The disclosures included in this Annual
Report are consistent with the Task
Force on Climate-related Financial
Disclosures (TCFD) Recommendations
and Recommended Disclosures, and have
been prepared taking into account the
Guidance for all sectors. The disclosure
is also in accordance with FCA Listing
Rule requirements.
This section provides the relevant
disclosures or otherwise provides
cross-references in the table below
for where the disclosures are located
elsewhere in the Annual Report.
In preparing this TCFD disclosure we
considered recent developments in
global affairs and macro trends, such as:
–
Uncertainties regarding the projected
growth of the electric vehicle market
(and consequently the peak and decline
of the hybrid vehicle market)
–
The energy crisis and price gaps that
exist between regions, and at the same
time, the rapid reduction of the cost per
installed kWh of renewable energy and
associated massive investments plans
–
The development and implementation
of policies in all regions aimed at
accelerating the transition to renewable
sources of energy and the
decarbonisation of industry
We concluded that the underlying
assumptions and drivers of our scenario
analysis, and the risks and opportunities
that we have identified, do not require
any significant modification this year.
We are aware of a growing acceptance
that the 1.5°C global warming ambition
will not be met, which supports the
assumption in our scenario plans that the
most optimistic scenario is a 2°C increase
in global warming.
Board
–
Holds accountability and oversight for the
management of all climate-related risks and
opportunities and the impact on the Group
–
Oversight of the Group’s response to climate change
is integrated into its monitoring of the Group’s broader
strategy and initiatives, and is factored into its
key decisions such as significant capital and
other investments
–
Formally discusses the Group’s Sustainability initiative
at least twice per year and sets the Group’s climate
change related priorities and targets, reviewing the
Group’s performance and progress against them
Chief Executive
Is ultimately responsible
for the delivery of the
Sustainability initiative,
including planning the
Group’s climate-related
objectives and
delivering on
the strategy
Group Executive Committee
Chief Executive, Chief Financial Officer, General Counsel and Company Secretary, Chief HR Officer,
Business Unit (BU) Presidents
–
Approves Group sustainability-related policies, and
monitors the Group’s management of climate change
risks and opportunities
–
Receives reports from the VP Sustainability on the
Group’s progress with sustainability initiatives
–
Is responsible for the progress of the Group against
its sustainability objectives, including those in relation
to climate change
BU Presidents
–
Incorporate climate change risks and
opportunities into their BU strategy and
business planning processes
–
Communicate targets inside their organisations
–
Allocate resources, define and implement plans to
manage climate-related risks and opportunities
–
All BU Presidents and VPs have part of their
annual incentive tied to performance against
CO
2
e emission intensity reduction
Sustainability Council
Group Executive Committee, Vice President Sustainability, Head of Communication and Employee Engagement,
Head of Investor Relations, Head of Strategy, Vice Presidents Operations, three regional Business Unit VPs
–
Meets quarterly to oversee the Group’s
sustainability activities
–
Monitors the Group’s progress against
sustainability metrics and targets, including
climate-related objectives
–
Assists the Board in assessing the implications of
long-term climate-related risks and opportunities,
elaborating strategy and setting priorities
–
The Council reports to the Board twice per year
through the VP Sustainability
VP Sustainability
–
Leads the Group’s sustainability activities and
coordinates the work of the Sustainability Council
–
Prepares the Group’s assessment of climate change
risks and opportunities and oversees the formulation
of climate-related scenarios
–
Ensures the Group has a clear set of sustainability
KPIs and produces quarterly performance reports
–
Organises Group-wide communications covering
climate-related risks and opportunities
–
Leads external reporting and disclosures on
sustainability matters
Audit Committee
–
Supports the Board in ensuring climate-related
issues are integrated into the Group’s risk
management process
–
Reviews the Group’s TCFD reporting and assessment
of performance against targets
Remuneration Committee
–
Supports the sustainability objectives through the
alignment of the Group’s remuneration strategy
–
Executive Directors and other GEC members
participate in the Vesuvius Share Plan
where the vesting of 10% of each award is
based on reduction of the Group’s Scope 1 and 2
CO
2
e emission intensity
41
Strategic report
Governance
Financial statements
Board oversight
Vesuvius has a governance structure in place to ensure that all climate-related risks and opportunities are appropriately managed.
The Board holds overall accountability for this, with the Chief Executive ultimately responsible for planning the Group’s objectives
to manage climate-related risks and opportunities, and delivering on this strategy.
Our sustainability governance
Governance structure
Vesuvius plc
Annual Report and Financial Statements 2025
42
Climate-related risks
Each year the Group undertakes an
assessment of the principal and emerging
risks which could have a material impact
on the Group. As part of this process,
climate-related risks are reviewed by
the GEC, and subsequently by the Board,
to ensure that the risk register reflects
any material changes in the operating
environment and business strategy, and to
ensure that the management of climate-
related risks is integrated into our overall
principal risk management framework.
The Board takes these climate-related
risks and opportunities into account
when quantifying the organisation’s risk
appetite and formulating the Group’s
principal risks and uncertainties. A number
of sustainability risks are recorded in the
Group’s analysis of principal risks (see the
Risk, viability and going concern section
on pages 61-67).
Alongside this process for reviewing the
Group’s material risks, the Board has
undertaken a more detailed assessment of
the Group’s specific climate-related risks
and opportunities, including the Group’s
physical and transition risks, and the
anticipated impact of these risks and
opportunities on the Group over the short,
medium and long term. It also considers,
each year, the formulation of the three
different climate-related scenarios
constructed to assess the potential
financial implications of climate change
and assesses the impact of these
climate-related risks and opportunities
on the Group’s strategy.
Physical risks and
business continuity
Thanks to significant restructuring
carried out in the past decade,
Vesuvius now operates in a resilient and
optimised global footprint. None of our
manufacturing sites contribute directly
or indirectly to more than 10% of our
revenue and a significant amount of
redundancy for most product lines
remains, providing backup in case of
local disruption and ensuring continuity
of supply for our customers.
Vesuvius operates in 55 manufacturing
sites and six R&D centres of excellence
located in 23 countries. From time to time
our operations can be subject to physical
damage driven by weather events, such
as severe storms and flooding, water
shortages or wildfires, whose frequency
and intensity may be exacerbated by
climate change. Such events may also
impact the manufacturing capabilities of
our customers and suppliers, and impact
our supply chain logistics.
Sites are routinely audited by our insurers
and our external risk specialist. Their
reports are combined with water stress
analyses (based on the Aqueduct water
risk atlas) and our history of events to
create a physical and weather event risks
map, indicating our manufacturing and
R&D sites’ susceptibility to physical risks
arising from climate change.
In 2025, we continued to update our
risk map based on professional risk
engineering surveys. Thirty sites were
identified as being high-risk for at least
one type of weather event (flooding,
hailstorm, lightning, storms, tornadoes
and wildfires), and five are located in areas
of very high water stress (and 16 in areas of
high water stress). None of our sites were
markedly affected by any major weather
event in 2025 (no disruption to customers
and no insurance claims made).
We anticipate that the likelihood and
severity of adverse weather events will
continue to increase, and we therefore
manage our business to prepare for
them and mitigate their impact when
they do occur.
Local and product line business
continuity plans are maintained by our
manufacturing sites and are regularly
reviewed. Vesuvius sites maintain and
exercise emergency plans to deal with
such events as part of their normal risk
management and business continuity
processes. Exercises and drills are
organised covering IT disaster recovery,
fire, explosion, weather and geophysical
events, and our processes are improved
based on the lessons learned.
Tackling climate change
continued
43
Strategic report
Governance
Financial statements
Sites with the highest exposure to earthquake, water stress or weather events
Country
Site
Water
stress
(high and
very high)
Flood –
water
bodies
Flood –
precipitation
Hailstorm
Lightning
Wind –
tropical
storms
Wind –
extra
tropical
storms
Tornado
Wildfire
Earthquake
Australia
Port Kembla
Belgium
Ostend
Brazil
Piedade
Resende
Rio de Janeiro
São Paulo
China
Anshan
Bayuquan
Changshu
Suzhou (VISO)
Suzhou (Crucibles)
Weiting
Wuhan
Yingkou
India
Kolkata
Mehsana
Puducherry
Pune
Sambhaji Nagar
Vizag
Indonesia
Jakarta Timur
Italy
Muggio
Japan
Toyokawa
Malaysia
Pelubhan Klang
Mexico
Apodaca
Monterrey
Ramos Arizpe
Poland
Skawina
South Africa
Johannesburg
Olifantsfontein
Taiwan
Ping Tung
Turkey
Istanbul
Kutahya
UAE
Ras Al Khaimah
US
Champaign
Charleston
Chicago Heights
Conneaut
Coraopolis
Graham
Wampum
Wurtland
Highest exposure to weather events and earthquakes based on risk evaluations conducted as part of our insurance programme; water stress based on Aqueduct water risk atlas.
Vesuvius plc
Annual Report and Financial Statements 2025
44
Tackling climate change
continued
Climate-related risks and
opportunities analysis
The fight against climate change
continues to require higher-technology
steel and larger, more complex castings.
Wind and solar energy production
capacity are both considerably more
steel-intensive than fossil fuel power
stations, and these are both set to
grow considerably. Allied to this,
the steel-making process is itself
decarbonising thanks to efforts to improve
the performance of existing assets, and
the shift from blast furnaces to Direct
Reduced Iron and Electric Arc Furnaces.
Our products are useful for low-carbon
applications as well as the more traditional
ones. No alternative to iron and steel,
with the ability to offer the same range
of properties and applications at
comparable scales and costs, is envisaged
in the foreseeable future. The technology
transition required to decarbonise the
iron and steel industry will not render our
products obsolete. More than 70% of our
revenue in steel is generated at the ladle
and caster stages of the steel-making
process, which will be unaffected by
the changes. Other steps of the iron
and steel-making process will continue
to require refractory materials.
Transition risks
We believe that the main climate change transition risks facing the Group relate to:
Climate change related metrics
We routinely monitor a large number of metrics, both internal and external, to assess the ongoing validity of our assumptions and
identified risks and opportunities, and to monitor the progress of actions. Some of the main metrics are listed in the table below:
External metrics
–
Projected compound annual growth rate (CAGR) of the high-technology steel segment
+2.7% between 2022 and 2032
(vs 0.5% for commodity steel)
–
Projected CAGR of the wind turbine market
12.9% (between 2025 and 2031)
–
Projected CAGR of the electric vehicle market
16.4% (between 2024 and 2031)
–
Projected CAGR of the hybrid vehicle market
4.5% (between 2024 and 2031)
–
Projected CAGR of the internal combustion engine vehicle market
-6.2% (between 2024 and 2031)
–
Projected CAGR of the EAF market
4.7% (between 2024 and 2030)
Internal metrics
–
Steel sales into the EAF market
27% in 2025
–
Percentage of Flow Control sales from high-technology steel
57% in 2025
–
Percentage of Foundry sales into non-ferrous markets
21% in 2025
–
Percentage of sales realised with products which did not exist five years ago
20.5% in 2025
–
Energy intensity (kWh per kg product packed for shipment)
13.8% reduction (pro forma
1
) in 2025
vs 2019 baseline
–
R&D spend
+5% p.a. from 2020 to 2025
–
Number of sites at high risk of water stress or at least one type of weather event
42 in 2025
–
Number of sites with negative or poor risk ratings from the insurance
loss prevention risk evaluation
5 in 2025
2
1.
Pro forma: performance as if the dolime process had been operating normally in 2025 (based on average production levels for 2019-2022).
See page 53 for more information.
2.
Excludes PiroMET and Molten Metal Systems sites which have yet to be formally assessed.
The potential for carbon
taxing or emissions rights
trading schemes to be
introduced or increased, in
Europe and the US, but not
uniformly in other regions,
without effective border
adjustment mechanisms to
accompany them.
An increase in the cost of carbon emissions would
affect our manufacturing costs. We are addressing this
through our energy efficiency improvement initiatives
and conversion to non-fossil fuels wherever possible.
Long-lasting energy and CO
2
emissions price differences
between Europe and other regions would further
exacerbate this risk, affecting our customers’
manufacturing footprint and our own.
The rapid transition from
iron to aluminium for light
vehicle castings.
A very rapid transition from iron to aluminium for light
vehicle castings would affect our revenue in the iron
castings market.
We expect this to be compensated for by increased sales
for aluminium castings, growing sales of products for
thin-section automotive component iron castings and
turbo-charger castings for hybrid vehicles.
45
Strategic report
Governance
Financial statements
Climate-related risks and
opportunities analysis
The choice of short-, medium-, and
long-term horizons for the analysis of
key climate-related impacts, risks and
opportunities is driven by projected
customer footprint evolutions and
investment cycles, the speed of
deployment of emerging technologies,
the duration of product development
cycles, policy and regulatory evolutions,
and capital equipment lifetime
(often two decades or more).
Short term (2027)
The short term is defined as one to two
years. It is aligned with our strategic plans.
Within this time frame, regulatory and policy
changes will have very limited impact
on the Group’s climate-related risks and
opportunities. This is also the typical time frame
required for major capital expenditure
decision-making and implementation.
Impact categories (trading profit)
Medium term (2035)
This is the most likely horizon for policies
and regulatory frameworks (such as
the EU Emissions Trading System and
Carbon Border Adjustment Mechanism)
currently being defined in many regions
to reach their full effect. The effects of
technological innovation currently in the
later development stages will become
effective and their deployment will begin
during this period.
We anticipate that the major adjustments
to customers’ footprints and technology
investments will be in full swing by then.
Long term (2050)
This deadline has been retained by the
UN and many policy-making bodies to set
decarbonisation goals. We are committed
to reaching net zero (Scope 1 and 2) by
2050 at the latest.
The opportunities we have identified
are integrated into the Group’s business
strategy and are being pursued by the
relevant Business Units.
Opportunity
Description
Impact
Potential annual impact on trading profit in the
short, medium and long term
Short term
2027
Medium term
2035
Long term
2050
Products and services
Ability to
diversify
business
activities
Commercialise refractory solutions
for low-CO
2
emitting processes in the
production of aluminium to replace
carbon-based products
Increased revenue
and trading profit
Insignificant
Minor
Minor to
high
Commercialise refractory solutions
for hydrogen-based Direct Reduced
Iron production and steel to replace
traditional refractory products
Insignificant
Insignificant
to minor
Insignificant
to high
Markets
Access to
new markets
Accelerated growth of the wind power
market leading to increased sales to
foundries serving this market
Increased revenue
and trading profit
Minor
Minor
Minor to
high
Accelerated growth of the aluminium
castings market for light electric vehicles
and light-weighting leading to increased
sales to foundries serving this market
Minor
Minor
Minor
to high
Accelerated growth of ferrous castings
for hybrid vehicles (turbo-chargers)
and thin-section castings for internal
combustion engines leading to increased
sales to foundries serving this market
Insignificant
to minor
Insignificant
to minor
Insignificant
Accelerated growth of the high-technology
steel segment
Insignificant
to minor
Minor to high
Moderate to
very high
Very high (>£25m)
Major (£15-25m)
High (£10-15m)
Moderate (£5-10m)
Minor (£1-5m)
Insignificant (£0-1m)
Opportunities
Vesuvius plc
Annual Report and Financial Statements 2025
46
Tackling climate change
continued
Impact categories (trading profit)
We have assessed our risks and sorted them
according to the following classification,
which used the same thresholds as for the
assessment of principal risks:
Very high (>£25m)
Major (£15-25m)
High (£10-15m)
Moderate (£5-10m)
Minor (£1-5m)
Insignificant (£0-1m)
Risks
Description
Impact
Mitigating actions
being undertaken
Potential annual impact on trading profit in the
short, medium and long term
Short term
2027
Medium term
2035
Long term
2050
Physical risks
Increased frequency
and severity of extreme
weather events
(heatwaves, rain
and river flooding,
cyclones, snow etc.)
Physical damage
to Vesuvius
locations
and people
Business
disruption due to
natural disasters
Increased cost
due to physical
damage
Reduced revenue
from business
interruption
Mitigating actions for
severe weather events
and the associated risks
are included in the
business continuity
plans of plants, and
insurance is purchased
Minor
Minor
Minor
Transition risks – Policy and legal
Carbon taxing/
emissions rights
trading/border
adjustment
mechanisms
introduced
or extended
Increase in
manufacturing
costs
Increased
operating costs
(main risk in
Europe)
Capex to improve
energy efficiency and
conversion to non-fossil
fuels to eliminate CO
2
emissions. Relocation
of manufacturing to
reflect movements in
customer base
Insignificant
Insignificant
to minor
Insignificant
to moderate
Transition risks – Market
Rapid growth of
aluminium casting
processes for light
vehicle castings
at the expense of
traditional ferrous
and other
non-ferrous
processes (due
to conversion to
electric vehicles)
Shift from
castings using
a high level of
consumables to
low consumable
processes
creates risk of
revenue loss for
the Foundry
Division
Reduced revenue
from shrinking
market as some
traditional
castings will
disappear or be
converted to
alternative
processes
In ferrous, push to
develop sales of Feedex
and coatings for thin-
section automotive
components, and
products for turbo-
charger casting. Invest
in R&D, marketing
and sales force. In
non-ferrous, develop
products for HPDC and
LPDC processes and
increase penetration
in markets with lower
usage of refractories
Minor
Moderate
to high
Moderate
to high
Transition from internal
combustion engines
to electric vehicles
will lead to the
decline of sand and
gravity castings
Reduced volume
of aluminium
power train
components
Reduced revenue
from shrinking
market of
consumables
for sand and
gravity castings
Adapt product portfolio,
focusing on HPDC
and LPDC
Insignificant
to minor
Minor to
moderate
Minor to
moderate
Transition from Blast
Furnaces – Basic Oxygen
Furnaces converted to
Direct Reduced Iron
production or Electric
Arc Furnaces (EAF) for
iron and steel-making
Share of EAF
in total steel
production
increases
Reduced size
of market
where Vesuvius
is strongest,
leading to weaker
positions in the
steel market
Adjust R&D and product
development priorities.
Redeploy sales force,
focusing on EAF market
Insignificant
Minor
Minor to
moderate
Risks
Climate change scenario analysis
Vesuvius has undertaken scenario
analysis to seek to quantify the likely
impact of climate change on the business
and to test the resilience of the Group’s
strategy to the changes that lie ahead.
We considered three scenarios,
modelling the potential financial impact
of 2°C, 3°C and 4°C temperature
increases on our business.
Best case scenario
In formulating our scenarios, we took
as our ‘best case’ a 2°C scenario. This
was based on the premise that despite
the tremendous acceleration of public
awareness, regulation, technology
development and capital allocation in
recent years, we doubt that there is
sufficient time for the 1.5°C target to
be achieved. We therefore identified
our most optimistic scenario as 2°C.
Our assumption is that any further
acceleration which would allow the
planet to get back onto a 1.5°C course
would reinforce the main characteristics
and accelerate the timeline of our
2°C scenario, without fundamentally
changing its features.
From assumptions to strategy
The scenarios take as their starting point
the regulatory and macroeconomic
assumptions underpinned by the
International Energy Agency’s WEO
2020 Stated Policies Scenario and
Sustainable Development Scenario.
Supplementing this we have identified,
for each scenario, the areas of our
business in which changes may occur,
such as:
–
The evolution of end-markets
–
Our customer footprint
–
The pace and breadth of technology
transition in iron and steel-making
–
The pace of conversion from fossil
fuels to clean electricity and hydrogen
–
The evolution of the aluminium market
We then evaluated the potential
magnitude of the risks and opportunities
in each scenario, and analysed the
implications for Vesuvius. We considered
our strategic response in terms of:
–
Our manufacturing and
commercial footprint
–
Our portfolio of products and services
–
The conversion of our manufacturing
processes to clean energy
–
The prospects for our aluminium
casting business
With this approach, the impacts
on all key areas of the business were
covered (sales, R&D, manufacturing
and procurement).
The scenario analysis is reviewed each
year and the outcomes of it are taken
into account in formulating plans for
achieving the Group’s strategy.
Three long-term
scenarios
4°C warming scenario
‘Good intentions hampered by
fear of economic war’
Incomplete policy and fiscal
packages distort competition,
slowing down technology
development and leading to
geographic shifts in steel supply
3°C warming scenario
‘Closed doors’
Regional/national self-interest
drives economic policy, competition
wins over cooperation, regulatory
frameworks and technologies
evolve differently
2°C warming scenario
‘Global accord’
High cooperation and commitment
to limit emissions facilitates
technology development and the
transition to a low-carbon world
47
Strategic report
Governance
Financial statements
Vesuvius plc
Annual Report and Financial Statements 2025
48
Tackling climate change
continued
4°C warming scenario – ‘Good intentions
hampered by fear of economic war’
3°C warming scenario – ‘Closed doors’
2°C warming scenario – ‘Global accord’
1
Regulatory and
macroeconomic
environment
The EU and US implement carbon
pricing mechanisms (taxation or
cap on trade), but no Carbon
Border Adjustment Mechanisms
or Tariffs (or insufficient to prevent
the transfer of manufacturing
away from these regions)
The EU and US implement carbon
pricing mechanisms (taxation or
cap on trade), and Carbon Border
Adjustment Mechanisms or
Tariffs to protect their industries
from delocalisation
All major economies implement
carbon pricing mechanisms.
The cost of CO
2
increases in all
regions at a comparable pace
2
Conversion of
power generation
from fossil fuels to
clean electricity
and hydrogen
–
Fast growth in Europe
of non-CO
2
emitting
electricity sources
(nuclear and renewable)
–
The cost of fossil fuels increases
significantly in Europe
–
Energy prices differ greatly
between Europe and the
rest of the world over a long
period of time
–
Coal reduces progressively,
but does not disappear.
Natural gas continues to
grow outside Europe
–
Hydrogen does not become
available on a wide scale and
economically competitive
until well after 2040
–
Fast growth of non-CO
2
emitting
energy sources (nuclear and
renewable) in Europe
–
The cost of fossil fuels increases
significantly in Europe. Coal
reduces progressively, but does
not disappear, natural gas
continues to grow outside Europe
–
Energy prices in Europe and the
rest of the world realign
progressively
–
Hydrogen becomes available on
a wide scale in the US and Europe,
and economically competitive
between 2030 and 2040
–
Fast growth of non-CO
2
emitting
energy sources (nuclear and
renewable) in all regions
–
The cost of fossil fuels increases
significantly (taxation). Coal as
a source of energy disappears,
natural gas starts to reduce
–
Energy prices in Europe
and the rest of the world
realign progressively
–
Hydrogen becomes available
on a wide scale and economically
competitive between 2030
and 2040
–
Fast electrification of the
automotive industry
–
Fast growth of hydrogen-fuelled
heavy vehicles
3
Technology
transition –
iron and
steel-making
–
The transition in blast
furnaces to clean processes
(e.g. Direct Reduction Iron
(DRI), hydrogen, Carbon
Capture and Storage (CCS),
Carbon Capture, Utilisation
and Storage (CCUS)) does
not happen on a large scale
–
US steel producers convert
blast furnaces to DRI and EAF
to benefit from the low cost and
high availability of natural gas
–
European iron-making transitions
to clean processes (e.g. hydrogen,
DRI, CCS, CCUS). The speed of
the transition is dictated by the
availability of green hydrogen in
large quantities
–
Some US blast furnaces are
converted to hydrogen, others
to DRI and EAF
–
Chinese steel plants convert to
clean iron and steel-making
processes, albeit at a slower pace
–
Little or no transition outside
China, the EU and the US
–
Fast transition of iron-making to
clean processes in all regions;
blast furnaces are revamped
ahead of their normal schedule
–
European and Chinese
integrated steel-making grows
primarily in hydrogen-based iron
production, implementing CCS
and CCUS technologies as well
–
DRI and EAF grow in the US
(benefiting from the availability
of low-cost shale gas),
and Europe
–
Customers also invest to increase
the performance of furnaces,
including downstream of casting
4
High-technology
steel market
High-technology steel market
grows at 0.9% per year
High-technology steel market grows
at 1.2% per year (light-weighting
and material efficiency efforts by
downstream industries accelerate
shift from lower to higher
performance grades)
High-technology steel market
grows at 1.6% per year (light-
weighting and material efficiency
efforts by downstream industries
accelerate shift from lower to
higher performance grades)
5
Aluminium
market
Aluminium market grows
at 3% per year, especially High
Pressure Die Casting (HPDC)
and Low Pressure Die Casting
(LPDC) processes
Aluminium market grows at 5% per
year (driven by the demand for
transportation, construction
and packaging) until 2030.
Growth of HPDC/LPDC at a higher
pace in the US and EU markets.
Moderate development of
secondary aluminium casting
Aluminium market grows at 7%
per year (driven by the demand
for transportation, construction
and packaging) until 2035.
Growth of HPDC/LPDC at a higher
pace in the US and EU markets.
Rapid development of secondary
aluminium casting
Potential financial
impact in 2035
(profit before tax)
-£5m to £0m
£0m to £5m
£5m to £10m
49
Strategic report
Governance
Financial statements
1. Regulatory and macroeconomic
drivers differentiate our scenarios
Firstly, effective border adjustment
mechanisms to accompany carbon
taxation, or cap and trade systems in
regions with ambitious emissions reduction
objectives, will greatly support the
implementation of technologies required
to decarbonise steel-making (including the
development of hydrogen as the reducing
agent). Conversely, the absence or
ineffective implementation of border
adjustments would lead to significant
delocalisation of the steel industry and
a displacement of CO
2
emissions to
other countries rather than a significant
reduction on a worldwide scale.
Since the energy crisis which started in
late 2021, the European steel industry
has faced additional costs and loss of
competitiveness. If the energy cost gap
with other regions continues, this could
result in the permanent closure of steel
plants and delocalisation of production to
other regions. This shift in our customer
footprint would lead to the need to
adapt our own manufacturing footprint.
Other tariffs and trade defence
mechanisms may additionally affect
the steel industry footprint, and
consequently the total CO
2
emissions
and their geographic distribution.
Secondly, public policy and investment
financing will significantly affect the
relative cost and availability of non-CO
2
emitting energy sources versus fossil fuels
and their associated infrastructures.
These will greatly influence the pace of
deployment of selected technologies and
industries (electric vehicles, carbon-free
hydrogen and decarbonised steel-
making). Infrastructure, construction and
other downstream markets will also be
incentivised to reduce steel consumption,
accelerating the shift towards high-
technology steel. Investment incentives
and rising energy costs, as experienced
since the end of 2021, will positively affect
the growth rate of investment in renewable
energies and penetration of electric
vehicles in the automotive markets.
Finally, the level of international
cooperation to encourage and support
less developed economies to engage in
the technology transition will also affect
our customer manufacturing footprint.
Regulatory and macroeconomic drivers
may affect our climate change scenarios
in the short, medium and long term.
2. The future of steel
All three scenarios assume that the strong
connection between world GDP and world
steel output will continue, supported by
urbanisation and rising living standards,
as there is no significant substitute for steel.
Demographic evolution will affect
economies around the world and our
downstream industries. The fight against
climate change is expected to have a
far-reaching impact on many different
industries translating into the accelerated
growth of the high-technology steel
segment in which Vesuvius has a key
presence. For example, solar and wind
power plants, where investment is growing
fast, are far more steel-intensive per
kWh of installed capacity than their fossil
fuel equivalents. Likewise, hydrogen
transportation, another area of rapid
growth, also requires considerable
amounts of special grades of steel for
new pipelines and ships. With evolutions
occurring over many years, this driver will
have a stronger impact over the medium
and long term than the short term.
3. Technology transition
Our scenarios consider the pace and extent
of the technology transition in iron and
steel-making. The BF–BOF route for
steel-making is significantly more CO
2
intensive than the EAF route. However,
EAFs cannot always be used to produce all
higher-quality steel grades and they rely
on the availability of scrap steel (itself
a function of the level of economic
development). Going forward, quality levels
produced by EAFs will continue to improve.
Various technologies to decarbonise
the BF–BOF route are being developed,
including solutions which seek to capture
the carbon as it is emitted and either store
it or use the carbon in other processes.
Alternatively, the BF–BOF route may be
replaced by a combination of DRI and EAFs.
Hydrogen-based DRI associated with
EAFs has the potential to be nearly
carbon-free if carbon-free electricity and
hydrogen are available. We anticipate
that there will be a gradual reduction in
steel production via the BF–BOF route
and growth in the EAF route. The extent
and pace of this change will depend
on technologies coming to maturity,
the availability of infrastructure
(carbon-free electricity and hydrogen),
and regulatory frameworks.
These technologies will require many years
to mature and be deployed on a large
scale. This driver is therefore expected not
to have any impact over the short term,
and to reach its maximum impact in the
long term.
Conclusion on strategic resilience
Sustainability has always been at the
heart of Vesuvius’ business and the
Group’s analysis concludes that the
opportunities for the Group manifested
by the global pressure to mitigate
climate change outweigh the risks.
Our technology helps our customers
improve their process efficiency and
their environmental footprint.
We estimate the financial impact of the
opportunities and risks on the Group will
be most adverse under a 4°C scenario
and most positive under a 2°C scenario.
Under all three scenarios, we expect to
benefit from the continuing growth in the
production of steel in line with GDP, along
with the accelerating shift towards higher
performance iron and steel castings,
as we support customers to maximise the
efficiency and quality of their production.
With our technological expertise, strong
customer relationships and broad
manufacturing footprint, we expect
to play a key role in supporting our
customers’ efforts to decarbonise
their operations.
We also believe there is a low downside
for Vesuvius in all three scenarios as more
than 70% of our business in steel is in the
steel casting part of the operation which,
as a stand-alone process, is low CO
2
emitting (1% to 3% of a steel plant’s CO
2
emissions), and which we do not expect to
be affected by technology shifts that the
decarbonisation of iron and steel-making
will require.
Whilst the electrification of light vehicles
and ongoing light-weighting efforts are
expected to translate into a shrinking of
the market for certain iron castings, it is
anticipated that this will be more than
compensated for by the growth in other
markets such as wind turbines and
aluminium castings.
We do not anticipate that climate change
will lead to any significant changes in our
access to capital or require the impairment
of assets on a material scale.
Key factors impacting Vesuvius’ three climate change scenarios
Vesuvius plc
Annual Report and Financial Statements 2025
50
Tackling climate change
continued
Roadmap to Net Zero
We have set intermediate targets in our
journey to reach net zero CO
2
e emissions
by 2050 (Scope 1 and Scope 2), in line
with the Paris Agreement and the UK’s
commitment in the Climate Change
Act 2008 (2050 Target Amendment)
Order 2019. These emissions encompass
the seven GHGs listed by the
Intergovernmental Panel on Climate
Change in the Kyoto Protocol (CO
2
,
CH
4
, N
2
O, HFCs, PFCs, SF
6
and NF
3
).
Our preferred metrics to monitor
progress with our journey to net zero
are energy and CO
2
e emission intensity
(energy consumption and CO
2
e emissions
per metric tonne of product packed for
shipment). These reflect the progress
made in our operations better than
absolute metrics. Managing this energy
intensity not only has environmental
benefits, it is also part of our long-term
strategy to enhance our cost
competitiveness.
Our targets to reach Net Zero
Our targets cover 100% of Vesuvius’
operations. They are aligned with the
Science Based Targets initiative (SBTi)
requirements for a well below 2°C global
warming scenario and are consistent with
the Paris Agreement. 2019 was selected
as the baseline for all energy and GHG
emissions data and targets, absolute and
relative, as this was the last year of normal
trading prior to the COVID-19 pandemic.
As we have reached the end of the
2020-2025 cycle, our next milestone will be
in 2030. Our targets going forward are:
–
A reduction in total Scope 1 and
Scope 2 CO
2
e emission intensity
of 45% by 2030 (vs 2019 baseline),
excluding the dolime product line
–
100% carbon-free electricity by 2030
–
A reduction in total Scope 1 and
Scope 2 CO
2
e emission intensity
of 50% by 2035 (vs 2019 baseline)
–
Zero Scope 1 and Scope 2 CO
2
e
emissions by 2050
We aim to achieve our decarbonisation
goals without the use of any carbon offsets
(or only to address residual emissions).
The Group energy CO
2
e emissions
reduction targets have been cascaded
to all Business Units, which have built
action plans accordingly. Portions of the
Group Executive Committee’s Long-Term
Incentive Plan and senior management
annual variable compensation are linked
to the achievement of CO
2
e emissions
reduction targets.
Our plan
Our Roadmap to Net Zero is based on
five key areas of focus:
1
Modernising and upgrading
installed equipment to reduce our
energy consumption
2
Investing to renew equipment to the
best available technologies and
converting to less CO
2
e intensive
energy sources
3
When possible, replacing high CO
2
e
emission electricity (generated from
coal or natural gas) with greener
electricity or other sources of energy
4
Reducing our energy wastage,
recovering heat to feed processes
and heat water
5
Generating clean energy
Assumptions and sensitivities
Some significant assumptions underpin
our net zero plan, including:
–
The availability of the necessary
technologies, at an affordable level and
at a scale appropriate for our industry,
especially for the firing of refractory
ceramics and carbon capture (including
carbon capture technologies for the
dolime production process)
–
The development of additional
production capacity and distribution
infrastructure for renewable energy
and hydrogen, and their cost
competitiveness
–
Adequate policy support to foster
innovation and ensure the cost of CO
2
emissions will increase the attractiveness
of carbon-free processes
–
No significant change to our business
model and product portfolio
The achievement of our CO
2
e emissions
targets will also be sensitive to:
–
The growth of revenue, organically,
and from acquisitions, and divestitures
–
Product mix evolution (especially driven
by dolime volume, which is the most
CO
2
intensive product line)
–
Macroeconomic conditions and the
capex cycle impacting plant loading
(and thereby the energy efficiency of
continuous processes)
In the short and medium term, we will focus
on reducing the Scope 1 and Scope 2
emissions of product lines other than
dolime. We have made investments in
recent years to optimise the energy
efficiency and reduce the CO
2
intensity
of this process. Further significant
improvements will require investing in
technologies such as carbon capture,
which we anticipate will not be available at
an affordable level and at an appropriate
scale, in the short and medium term.
51
Strategic report
Governance
Financial statements
Our plan to reach net zero covers 100% of our operations. We aim to achieve our decarbonisation goals without the use of any carbon
offsets (or only to address residual emissions).
Short term (2027)
A wide variety of projects have
been initiated, and more are being
considered, to help us deliver our energy
efficiency and CO
2
e emissions reduction
targets, including:
–
Optimisation of process parameters
–
Retrofitting of ovens and kilns
–
Replacement of older and less
efficient units
–
Replacement of light sources with
LED lights
–
Replacement of diesel-powered forklift
trucks with electric forklift trucks
–
Installation of heat recovery systems
in ovens and kilns
–
Continued conversion of electricity
supplies to carbon-free sources
We endeavour to use the best available
technologies to reduce CO
2
emissions in all
our major capital expenditure projects.
Medium term (2035)
We anticipate that further emissions
reduction will be possible through
further energy efficiency measures
(continuation of the short-term actions).
Technological developments currently in
preparation with our partners will allow
us to reduce GHG emissions even further.
Projects have been launched across
a range of activities including:
–
Electrification of high-temperature
manufacturing processes that currently
rely on natural gas or LPG. The first
investments to replace natural gas-
powered ovens with electric ovens
were completed at the end of 2024
–
The use of a combination of natural
gas and renewable energy such as
carbon-free hydrogen to fire refractory
materials. We have already started
R&D trials with a blend of hydrogen
and natural gas
–
The use of bio-fuels instead of natural
gas. The first investments to replace
natural gas with biomethane were
completed in 2024
Whilst the list of assets that will require
upgrade or replacement is defined,
a precise time plan cannot be elaborated
beyond the next few years:
–
Electric and hydrogen-powered
high-temperature processes are still in
the development phase and not ready
for industrial-scale deployment. The
manufacture of each product family in
our portfolio requires a specific set of
parameters such as type of process
(batch vs continuous), temperature and
atmosphere. It is still too early to decide
which technological solutions will be
possible and most appropriate for
each process
–
All high-temperature processes will
require an adequate and affordable
supply of carbon-free energy to be
economically viable. Availability and
price trajectories may vary greatly
from region to region
These low-carbon production processes
should be progressively introduced during
the 2025-2035 period, as they meet the
technical and economic conditions allied
with the availability of required energy.
Precise capital expenditure project lists
have been defined for the 2026 horizon
and are in preparation for the next
few years. We estimate the incremental
capital commitment required by our
decarbonisation roadmap will be
approximately £7m per year until 2035.
We do not expect the useful economic
lives of our existing assets to be materially
affected by our plans until 2035. We will
continue using the internal price of
carbon to assess the relative benefits
and prioritise projects.
We also anticipate that changes in our
product portfolio towards less energy-
intensive products (such as resin-bonded
and unshaped refractories) will continue,
though the impact cannot be quantified.
Long term (2050)
Beyond 2035, the short-term and
medium-term programmes will continue
to deliver opportunities.
We are regularly monitoring the
emergence and readiness of new
technologies, through our network of
suppliers of capital goods, universities and
trade associations. In the longer term
(2050), various technologies are promising
candidates for the near zero emissions
curing and firing of refractory products
(electricity, carbon-free hydrogen,
synthetic gas, biomass).
We currently anticipate that carbon
capture solutions will be available for
our industrial application during the
2035-2050 period, though most will
probably not be available sooner.
We are progressively adapting our
product and process R&D programmes
to explore such opportunities.
Capital expenditure requirements and
the useful economic lives of our existing
assets will depend on the evolution of
technologies currently in development.
Our plan to reach net zero
Scope 2 electricity
Reach net zero
Scope 1 + Scope 2
CO
2
e emissions
1
Reduce the
intensity by
20% from the
2019 baseline
Reduce the
intensity by
50% from the
2019 baseline
Short term
Medium term
Long term
2027
2035
2050
Convert to 100%
carbon-free sources
2019
2030
Our journey to net zero
1.
Re-baselined using pre-acquisition data for the business acquired from Universal Refractories, and BMC from 2019 onwards.
Vesuvius plc
Annual Report and Financial Statements 2025
52
Tackling climate change
continued
Progress in 2025
Our progress – key Group initiatives for energy conservation and for increasing energy efficiency
We have continued converting our manufacturing sites to carbon-free electricity and undertaken a number of major projects
to significantly reduce the Scope 1 CO
2
e emissions of the Group by addressing some of its most CO
2
e intensive installations.
The Group supports the transition towards
renewable energy sources and cleaner
carbon-free technology when possible.
Our energy strategy includes an ongoing
effort to convert to carbon-free electricity
contracts whenever practical and economically
viable, investment in solar panels, and the
conversion of processes to electricity as soon
as the technology is cost-effective.
In 2025, seven sites converted to carbon-free
electricity contracts, so at the end of 2025,
we had 46 sites with carbon-free electricity
contracts, representing 78% of our
manufacturing sites and R&D centres
of excellence.
87% of the electricity consumed in our
sites in 2025 was generated from renewable
sources (81% in 2024), and 89% using processes
that did not emit CO
2
e (renewable and nuclear)
(84% in 2024).
No new solar panel capital expenditure projects
were approved in 2025. Ten of our sites are now
equipped with photovoltaic solar panels and
five sites are investigating solar panel projects.
We include an environmental impact analysis
in the evaluation of our capital expenditure
projects as these are the key decisions that drive
long-term future sustainability performance,
and CO
2
emissions in particular.
Our Environmental Policy, which is the
responsibility of the Chief Executive and the
Group Executive Committee, covers all our
operations and states that all our investment
decisions will include an analysis of their
environmental impact.
An internal price for CO
2
emissions (Scope 1
and Scope 2) is included in the calculation of
payback for all investments reaching the
threshold for approval by the Business Unit
Presidents or Chief Executive.
Vesuvius views this shadow pricing mechanism
as a key tool to ensure that the environmental
impact of long-term investment decisions is
understood. It seeks to ensure that the best
available technology is adopted, even in
locations where no external cost for carbon
is in place or foreseen. The internal price of
CO
2
was introduced in 2020.
It is reviewed annually by the Sustainability
Council and is applicable across all Business
Units in all regions. The price is adjusted, taking
into consideration both the previous year’s price
and the evolution of the EU Emissions Trading
System (EU-ETS) carbon pricing. In 2020, it was
initially set at €30 per tonne of CO
2
. It was raised
to €90 per tonne in 2021, and subsequently
maintained at this level. The Sustainability
Council has decided to maintain the internal
price of CO
2
emissions at €90 per tonne of
CO
2
for 2026.
All Vesuvius plants have targets to reduce
energy intensity. We have implemented a
structured approach across the Company.
We collect and analyse data from our sites,
identify gaps and opportunities and eventually
target our engineering projects. We select
the processes and sites that are the most
energy-intensive or have the greatest impact,
and coordinate the projects centrally.
We also share best practice across locations.
For example, in one of the most energy-
consuming sites, we improved our process
by installing additional nozzles in the spray
towers, building on the experience from another
Vesuvius site. Many additional initiatives are
managed locally.
In 2025, we started deploying utilities
management systems in some of our plants,
allowing us to better monitor energy usage
and fine tune process parameters. In 2025,
we also continued the deployment of meters
on energy-intensive equipment.
We are encouraging sites to carry out energy
audits and pursue ISO 50001 certification.
Nine sites carried out energy audits in 2025,
taking the Group’s total number of audits to 24.
Four sites have already obtained ISO 50001
certification. This combination of initiatives
allows us to identify and analyse opportunities
and target investments on projects with the
largest impact. More than 2,620 employees
have received training on energy conservation
and greenhouse gas emissions reduction.
In 2025, as a result of thermal processes
optimisation and the installation of retrofit
solutions, we have reduced energy consumption
by more than 3 GWh per year and CO
2
e
emissions by 9.2 KT versus 2024. New capital
expenditure worth c. £8.2m, dedicated to
94 projects with energy efficiency and
CO
2
emissions reduction as one of their
prime objectives, was approved in 2025.
1
Carbon-free energy sources
2
Capital commitments and internal CO
2
pricing
3
Improving our energy efficiency
53
Strategic report
Governance
Financial statements
Our energy
consumption and
Scope 1 and Scope 2
CO
2
e emissions
Whilst Vesuvius’ products differ
significantly in the energy intensity of their
manufacture, most of our manufacturing
processes are not energy intensive nor
do they produce significant quantities of
waste and emissions. Dolime production
(based in South Africa), which uses coal
to calcine dolomite, is our major emitter
of CO
2
. Dolime and the next five of
our 39 main manufacturing processes
account for 61% of our energy
consumption and 67% of our
location-based CO
2
e emissions.
In January 2023, an incident incapacitated
one of our dolime rotary kilns, which
resulted in it being out of service for
over a year. The dolime installation
resumed production in 2024 albeit at
a lower level than prior to the 2023
incident. As a consequence, the tonnage
of dolime produced by the Group has
been considerably lower in recent years
than in prior years and the Group’s
product mix has been very different.
The Group’s absolute energy consumption,
CO
2
e emissions, energy intensity and
CO
2
e emission intensity reduction have
been affected by the lower output of
dolime, which has higher energy and
carbon intensity than most of our
production processes.
The Group’s progress in reducing our
CO
2
e emission intensity was adversely
affected in 2025 by the increase in dolime
production versus 2024. Coupled with
this, low volumes of other product lines
resulted in lower fill rates for continuous
processes and lower energy efficiency,
thereby also contributing to a higher
CO
2
e emission intensity.
Between 2019 and 2025, the Group
achieved an overall reduction in energy
intensity (normalised to per metric tonne of
product packed for shipment) of 18.4%.
The pro forma energy intensity reduction
assuming the Group had produced dolime
at the normal rate was 13.8% vs a target
of 10% by 2025. During the same period,
our overall CO
2
e emission intensity metric
(CO
2
e emissions per metric tonne of
product packed for shipment, Scope 1
and Scope 2, market-based) reduced by
47.4% vs a target of 20% by 2025.
Excluding dolime, the CO
2
e emission
intensity reduction between 2019 and
2025 was 45.9%. If the production of
dolime had remained on average the
same as the 2019-2022 period, prior to
the dolime incident, our pro forma CO
2
e
emission intensity reduction would have
been 31.4%.
Scope 1
covers emissions from fuels used in
our factories and offices, fugitive emissions
and non-fuel process emissions.
Scope 2
relates to the indirect emissions
resulting from the generation of electricity,
heat, steam and hot water we purchase to
supply our offices and factories.
Scope 3
covers all other direct CO
2
and
CO
2
e emissions that occur in the Company’s
value chain.
The conversion by many of our sites to
carbon-free electricity contracts has
helped our CO
2
e emissions reduce at a
faster pace than our energy efficiency
improvements. Vesuvius’ total energy costs
in 2025 were £45.1m, c. 2.5% of revenue
(£45.6m in 2024, c. 2.5% of revenue).
None of our installations meets the criteria
to be included in the EU-ETS. South Africa
is the only country where we exceed the
threshold to be submitted to a carbon
tax or an emissions trading scheme.
The carbon tax cost in 2025 was c. £ 0.1m
(£0.1m in 2024), based on emissions in
the prior year.
In 2025, Vesuvius did not engage in any
greenhouse gas removal activities within
its own operations or upstream or
downstream value chain, nor did we
finance any removal projects outside
our value chain through the purchase
of carbon credits.
Our projected future progress
Factoring in the significant assumptions
that underpin our net zero plan
(see page 50), we believe that we are
on track to achieve the projected 100%
reduction of our Scope 2 emissions by
2030 and the projected 50% reduction
of our combined Scope 1 and Scope 2
emissions intensity by 2035. Having
already converted most of our
manufacturing sites to carbon-free
electricity, the reduction of our CO
2
e
emissions intensity will be driven by
progress in addressing Scope 1 emissions.
Consequently, the pace of progress will
slow down.
2025
2024
2023
2022
2021
2020
2019
Electricity from non-CO
2
emitting
sources
(% of total)
37%
39%
50%
65%
75%
84%
89%
2025 Scope 1 and Scope 2 CO
2
e emissions per region (market-based)
%
Metric tonnes CO
2
e
2025
Metric tonnes
%
Africa
97,360
44
Europe and Middle East
39,800
18
US, Mexico, Canada
31,091
14
China
26,116
12
India
12,488
6
South America
6,514
3
East Asia and Oceania
6,331
3
Notes:
–
Includes the business of Universal Refractories, Inc. (Vesuvius Penn Corporation) which was acquired in 2021 and BMC (Yingkou YingWei Magnesium Co., Ltd),
which was acquired late 2022.
–
The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,
which were acquired in 2025.
–
Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2025 Sustainability Report which
is available at: www.vesuvius.com.
Vesuvius plc
Annual Report and Financial Statements 2025
54
Tackling climate change
continued
Scope 1, Scope 2 and Scope 3 CO
2
e emissions (market-based)
1,2
In 2025, Vesuvius’ total Scope 1, Scope 2 and Scope 3 CO
2
e emissions were 2,121,355 metric tonnes.
Metric tonnes CO
2
e
2025
2024
Metric
tonnes
%
Metric
tonnes
%
Scope 1 Process CO
2
e emissions
50,005
25.0%
57,926
26.9%
Scope 1 Energy CO
2
e emissions
148,387
74.2%
157,090
72.9%
Scope 1 Fugitive emissions
1,527
0.8%
575
0.3%
Total Scope 1 CO
2
e emissions
199,919
9.4%
215,591
10.6%
Scope 2 CO
2
e emissions (market-based)
19,781
0.9%
24,695
1.2%
Scope 3 CO
2
e emissions
1,901,655
89.6%
1,791,994
88.2%
Total
2,121,355
100%
2,032,280
100%
1.
The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,
which were acquired in 2025.
Vesuvius plc long-term energy consumption and energy intensity (aggregate of Scope 1 and Scope 2)
1,2,3
2025 vs 2019
2025
2024
2019
3
Total energy consumption
(million kWh)
941
963
1,211
Energy consumption per metric tonne of product packed for shipment
(kWh/MT)
-18.4%
1,021
1,076
1,252
Notes:
1.
The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, except for PiroMET and the Molten Metal Systems business,
which were acquired in 2025.
2.
2019 was selected as the baseline for all energy and GHG emissions data and targets, absolute and relative, as this was the last year of normal trading prior
to the COVID-19 pandemic. Progress is measured against the 2019 performance. 2019 numbers were re-baselined using pre-acquisition data for the business
acquired from Universal Refractories, Inc. (Vesuvius Penn Corporation) and BMC (Yingkou YingWei Magnesium Co., Ltd).
3. Further information on sources of data, scope of entities covered, calculation methodologies and progress can be found in the 2025 Sustainability Report which
is available at: www.vesuvius.com.
Vesuvius plc statement of verification
Scope 1, Scope 2 and Scope 3 carbon footprint reporting and supporting evidence contained herein
for the period 1 January 2019 to 31 December 2025 covering GHG emissions as CO
2
e in metric tonnes,
CO
2
e intensity in metric tonnes of CO
2
e per metric tonne of product packed for shipment, energy
consumption in kWh and energy intensity in kWh of energy per metric tonne of product packed for
shipment, location-based and market-based, were verified by Carbon Footprint Ltd in accordance with
the ISO 14064 Part 3 (2019): Greenhouse Gases: Specification with guidance for the verification and
validation of greenhouse gas statements.
A copy of the limited assurance statement can be found on our website: www.vesuvius.com.
The absolute values of the energy
consumed and the location-based CO
2
e
emissions decreased in 2025, as well as
energy intensity and emission intensity per
metric tonne of product packed for
shipment. In 2025, the Group’s normalised
energy consumption decreased by 5.1%, to
1,021 kWh per metric tonne (2024: 1,076).
Location-based emissions decreased by
5.5% to 0.319 metric tonnes of CO
2
e per
metric tonne of product packed for
shipment (2024: 0.338) and market-based
emissions decreased by 11.2% to 0.238
metric tonnes of CO
2
e per metric tonne of
product packed for shipment (2024: 0.269).
The reduction in CO
2
e emissions in 2025
was mainly driven by three factors:
–
Continuation of the conversion of our
manufacturing sites to carbon-free
electricity contracts
–
Operational efficiency improvements
resulting in the 5% decrease in natural
gas usage
–
Lower production levels of our most CO
2
intensive production line (dolime)
resulting in a 14% decrease in coal
consumption (the fuel and raw material
used only in dolime production), to
13,585 metric tonnes (2024: 15,767).
55
Strategic report
Governance
Financial statements
Global GHG emissions and energy consumption
Location-based statutory reporting (Operational Control Boundary)
1,2,3,4,5
Emissions
and energy
sources
UK and
Offshore
CO
2
e ‘000
metric
tonnes
2025
Global
CO
2
e ‘000
metric
tonnes
2025
Proportion
relating to
the UK and
Offshore
Area
UK and
Offshore
CO
2
e ‘000
metric
tonnes
2024
Global
CO
2
e ‘000
metric
tonnes
2024
Proportion
relating to
the UK and
Offshore
Area
UK and
Offshore
energy
used
‘000 kWh
2025
Global
energy
used
‘000 kWh
2025
Proportion
relating to
the UK
and
Offshore
Area
UK and
Offshore
energy
used
‘000 kWh
2024
Global
energy
used
‘000 kWh
2024
Proportion
relating to
the UK and
Offshore
Area
Combustion of fuel and operation of facilities including fugitive emissions (Scope 1)
0.081
200
0.04%
2.289
216
1.1%
440 736,332
0.06%
11,943
764,552
1.6%
Electricity, heat, steam and cooling purchased for own use (Scope 2)
0.054
94
0.06%
0.282
86
0.3%
351 204,719
0.17%
1,848
198,497
0.9%
Total GHG emissions and energy
0.134
294
0.05%
2.571
302
0.9%
791 941,051
0.08%
13,791
963,048
1.4%
Change
-94.8%
-2.7%
-94.3%
-2.3%
Vesuvius’ chosen intensity measurement
(location-based statutory reporting)
1,2
Metric tonnes CO
2
e per metric tonne of
product packed for shipment
kWh of energy per metric tonne of
product packed for shipment
UK and
Offshore
2025
Global
2025
UK and
Offshore
2024
Global
2024
UK and
Offshore
2025
Global
2025
UK and
Offshore
2024
Global
2024
Emissions and energy reported above
normalised to metric tonnes CO
2
e
per metric tonne of product packed
for shipment
0
0.319
3.068
0.338
0
1,021
16,457
1,076
Change
-100%
-5.5%
-100%
-5.1%
Metric tonnes of CO
2
e
per £m revenue
Total GHG emissions as metric tonnes
CO
2
e per £m revenue (location-based)
2.0
162.4
23.2
165.9
Change
-91.4%
-2.1%
1. Location-based Statutory Reporting of Global GHG emissions (metric tonnes of CO
2
e) and energy consumption (‘000 kWh). The numbers are collated from
entities within the Group’s Operational Control Boundary except for PiroMET and the Molten Metal Systems business, which were acquired in 2025.
2. In reporting GHG emissions, we have used the GHG Protocol Corporate Accounting and Reporting Standard (revised edition) methodology to identify our
location-based GHG inventory of Scope 1 (direct) and Scope 2 (indirect) CO
2
e. We report in metric tonnes of CO
2
equivalent (CO
2
e). We have used emission
factors from the UK Government (Defra) and the IEA GHG Conversion Factors for Company Reporting 2025 in the calculation of our GHG emissions.
3. Our energy-related GHG emissions, reported as carbon dioxide equivalents (CO
2
e), include direct emissions of the three main GHGs (carbon dioxide (CO
2
),
methane (CH
4
) and nitrous oxide (N
2
O)).
4. Process-related emissions of the following in CO
2
equivalent and in metric tonnes are not significant: Direct methane CH
4
emissions and Direct nitrous oxide
N
2
O emissions.
5. Emissions of the following in CO
2
equivalent and in metric tonnes are not significant: Direct sulphur hexafluoride (SF
6
) emissions; Direct HFC emissions;
and Direct PFC emissions.
Greenhouse gas (GHG) reporting
We have reported to the extent reasonably practicable on all the emission sources required under Part 7 of the Accounting Regulations
which fall within our Group Financial Statements. Statutory reporting is location-based according to the GHG Protocol.
All sites report their energy consumption and GHG emissions on a quarterly basis. Performance and variation are analysed, and
improvement plans built accordingly.
The Group also meets all its obligations in relation to the Producer Responsibility Obligations (Packaging and Packaging Waste)
Regulations 2024 and the Energy Savings Opportunity Scheme by which the UK implemented the EU Energy Efficiency Directive.
Vesuvius plc
Annual Report and Financial Statements 2025
56
Tackling climate change
continued
Scope 3 emissions
Vesuvius’ Scope 3 CO
2
e emissions, mainly
upstream, contribute to a greater part of
our total CO
2
e emissions than our Scope 1
and Scope 2 emissions. Our products are
used by customers whose processes emit
significant amounts of CO
2
. They serve to
contain and protect liquid metal and
manage its flow, but do not participate
in the heating operations or chemical
reactions that lead to CO
2
emissions.
Emissions associated with the processing
or use of our products are hence very
limited. More specifically:
–
Some products require drying or
pre-heating prior to use by our
customers. Emissions generated during
these operations are included in the
‘Processing of sold products’ category
–
Refractory materials do not require
energy during their use; having
undergone high-temperature processes
during their manufacturing, they are
inert and do not release any greenhouse
gases during their use
–
Some non-refractory products contain
chemicals, which will be partially burnt
during usage by our customers.
Emissions due to the combustion of
chemicals are included in the ‘Use of sold
products’ category
Since 2021, we have undertaken a focused
evaluation of emissions associated with
raw materials, using publicly available
average CO
2
emissions factors. We have
also collected information on energy
source, CO
2
emissions data and reduction
plans from our raw materials suppliers as
part of our Request for Quotation process.
We have begun to collect CO
2
emissions
data relating to transportation from
our forwarders in all regions. In 2025,
the CO
2
emissions data that we received
from our forwarders covered 23% of
our transportation spend (upstream
and downstream), and we were able to
evaluate CO
2
emissions covering a further
21% of our transportation spend using
operational data and Defra conversion
factors. The remainder of our CO
2
emissions from upstream and downstream
transportation (56%) was estimated based
on spend and Defra conversion factors.
Various initiatives have been launched
to reduce our Scope 3 CO
2
emissions,
including returnable packaging,
the electrification of company fleet
vehicles and arrangements for
collective commuting.
Our process for evaluating Scope 3
CO
2
emissions continues to evolve,
as assessment techniques become
more sophisticated.
Scope 3 emissions
1,2,3,4,5
Metric tonnes CO
2
e
2025
2024
Metric tonnes
%
Metric tonnes
%
Purchased goods and services
1,580,597
83%
1,482,459
83%
Capital goods
50,336
3%
46,048
3%
Fuel- and energy-related activities (not included in Scope 1 or 2)
38,952
2%
39,473
2%
Upstream transportation and distribution
28,445
1%
28,516
2%
Waste generated in operations
13,345
1%
14,391
1%
Business travel
9,333
<1%
9,887
1%
Employee commuting
43,469
2%
34,470
2%
Upstream leased assets
0
0%
0
0%
Downstream transportation and distribution
57,751
3%
57,897
3%
Processing of sold products
18,350
1%
19,250
1%
Use of sold products
37,094
2%
36,326
2%
End-of-life treatment of sold products
23,983
1%
23,276
1%
Downstream leased assets
0
0%
0
0%
Franchises
0
0%
0
0%
Investments
0
0%
0
0%
Total Scope 3 CO
2
e emissions
1,901,655
100%
1,791,994
100%
1. The numbers are collated from 100% of entities within the Group’s Operational Control Boundary, excluding PiroMET and the Molten Metal Systems business,
which were acquired in 2025.
2. Conversion factors for GHG emissions and energy used the 2025 UK Government GHG Conversion Factors for Company Reporting. Conversion factors for
GHG emissions for electricity globally used the 2025 IEA Emission Factors.
3. Calculation of Scope 3 GHG emissions used the Carbon Footprint Limited Sustrax system for the years 2019-2025. The Sustrax tool relies on the UK Government
Defra methodology, categories and emission conversion factors. Wherever possible we used activity data which relies on information that is specific to the
organisation, and therefore is much more accurate than the spend-based method.
4. Scope 3 2025 Upstream subtotal 1,764,477 metric tonnes (93%). Downstream subtotal 137,178 metric tonnes (7%).
5. Scope 3 categories ‘Purchased goods and services’ and ‘Use of sold products’ for 2024 were amended to reflect data cube changes and related data
improvements. Total figures were updated accordingly. Further information on sources of data, scope of entities covered, calculation methodologies and
progress can be found in the 2025 Sustainability Report which is available at: www.vesuvius.com.
57
Strategic report
Governance
Financial statements
A responsible company
Vesuvius is committed to making a
positive contribution to society. As part
of this, we focus on operating an ethical
business with appropriate policies in
place to ensure compliance with the
regulations and laws in all our markets.
Our CORE Values
The Group’s CORE Values convey the
mindset and attitudes we expect each
employee to show every day. They are
at the heart of the culture of the Group,
promoting our image to external
stakeholders, and underpinning the
commercial promise we provide to
our customers.
The Values are reinforced through
our performance management systems
and are celebrated each year through
our Living the Values Awards which
select regional and global winners
for each Value.
We seek to establish strong relationships with key stakeholders
and support the communities in which we operate
Code of Conduct
Our Code of Conduct sets out the
standards of conduct expected,
without exception, of everyone who
works for Vesuvius in any of our
worldwide operations.
The Code of Conduct emphasises our
commitment to ethics and compliance with
the law, and covers every aspect of our
approach to business, from the way that
we engage with customers, employees,
the markets and other stakeholders, to the
safety of our employees and workplaces.
Everyone within Vesuvius is individually
accountable for upholding its
requirements. We recognise that lasting
business success is measured not only
in our financial performance, but in the
way we deal with our customers, business
associates, suppliers, employees,
investors and local communities.
The Code of Conduct is displayed
prominently at all our sites and is published
in our 29 major functional languages. It is
available to view at www.vesuvius.com.
We communicate openly and
transparently within the organisation,
through ‘town hall’ meetings, Board and
senior management visits, management
feedback, performance evaluation,
measuring employee engagement and
responding to the feedback we receive.
Critically, there is ongoing and consistent
communication of our CORE Values and
the principles of our Code of Conduct.
We engage staff across the Group in both
general and targeted training, to ensure
a consistent understanding of our policies
and procedures.
The Code of Conduct covers eight
key areas:
Code of Conduct
1.
Health, safety and the environment
2.
Trading, customers, products
and services
3.
Anti-bribery and corruption
4.
Employees and human rights
5.
Disclosure and investors
6.
Government, society and
local communities
7.
Conflict of interests
8.
Competitors
–
I systematically say, decide and do what
is right for Vesuvius including when it is
difficult, unpopular, or not consensual
–
I express my opinions openly during
discussions, but I also defend Group
decisions once they’ve been taken,
even if they do not correspond to my
initial position
–
I proactively take leadership
responsibility on difficult projects
and topics that are important to the
Group’s performance, motivated
by the perspective of success rather
than paralysed by the risk of
personal failure
–
I demonstrate respect for other people’s
ideas and opinions even if I disagree
with them
–
I welcome open debate. I listen to others,
and foster esteem and fairness with
customers, suppliers, co-workers,
shareholders and the communities where
we operate
–
I communicate my objectives clearly
and take time to explain all decisions.
I behave with the highest level of integrity.
I promote diversity at all levels of
the Company
–
I work hard and professionally in pursuit
of excellence
–
I constantly raise the bar and challenge
the status quo. For me, the sky is the limit
–
I lead by example, inspiring and
motivating my team to go the extra mile.
I promote a positive and energising
work environment
–
I continuously deliver outstanding
customer experience and
innovative solutions
–
I never underestimate competitors
and permanently strive to reinforce
the Group’s leadership position
–
I am personally accountable for the
consequences of my actions and for the
performance of the Group in my area
of responsibility or oversight, without
blaming external circumstances or the
actions of others
–
I demonstrate an entrepreneurial spirit,
looking for and seizing business
opportunities and I immediately address
problems that come up as soon as
I become aware of them
–
I manage the Group’s money and
resources as though they were my own
Vesuvius’ CORE Values
Courage
Ownership
Energy
Respect
Vesuvius plc
Annual Report and Financial Statements 2025
58
A responsible company
continued
Compliance training
Compliance training gives our employees
a clearer understanding of the scope of
risks that exist as we conduct our business
and gives context to how the Group
expects each employee to respond to
those risks.
The Board has set a target of at least 90%
of targeted staff completing the annual
anti-bribery and corruption training.
In 2025, 100% of the targeted staff
completed this training.
Mandatory online training
courses – 2025 participation
% of targeted
audience
completing
course
Anti-bribery and
corruption (annual)
100%
Gifts, hospitality
and entertainment
(onboarding)
100%
Modern slavery
93%
Anti-tax evasion
99%
Data protection
100%
Cyber security awareness –
7 basic modules
90%
Governance and policies
Vesuvius’ compliance policies underpin the
principles set out in our Code of Conduct.
They are the practical representation of
our status as a good corporate citizen, and
they assist employees to understand and
comply with our ethical standards and the
legal requirements of the jurisdictions in
which we conduct our business. They also
give practical guidance on how this can
be achieved.
Human rights
The Group’s Human Rights and Labour
Policy reflects the principles contained
within the UN Universal Declaration of
Human Rights, the International Labour
Organization’s Fundamental Conventions
on Labour Standards and the UN
Global Compact, to which the Group
is a signatory. The Policy sets out the
principles for our actions and behaviour
in conducting our business and provides
guidance to those working for us on how
we approach human rights issues. These
principles have been integrated into the
work of our procurement teams as we
assess our suppliers and their business
practices. The Policy was reviewed and
updated in 2022.
Prevention of slavery
During 2025, we published our tenth
modern slavery transparency statement
outlining the Group’s approach to the
prevention of slavery and human
trafficking in our business and supply
chain. A copy of our latest statement is
available to view on our website:
www.vesuvius.com.
We have identified the following four
industries that pose a higher risk of
modern slavery for Vesuvius:
1.
Mining and extractive industries
(raw materials)
2.
Textiles (personal protective equipment
(PPE) and work clothing)
3.
Transport and packaging
4.
Maintenance, cleaning, agricultural
work, and food preparation
(contracted workers)
As our spend with mining and extractive
industry suppliers is far greater than the
other three industries, and the number
and diversity of suppliers is also the
greatest, we have been focusing our
efforts on these industries.
We have deepened our investigation of
higher-risk raw materials, based on the
studies carried out by Drive Sustainability
and the Responsible Minerals Initiative on
the responsible sourcing of materials in the
automotive and electronics industries,
with which our portfolio of raw materials
shares many commonalities.
In 2025, we provided webinar training on
modern slavery to our key purchasing staff
and continued to use an online e-learning
module to upgrade the training given to
all supplier-facing staff. It provides key
guidance on the ‘red flags’ associated
with modern slavery to assist them in
identifying these during supplier visits
and accreditation.
See the Group’s Statement on
the Prevention of Slavery and
Human Trafficking
www.vesuvius.com/en/sustainability/
our-policies/statement-on-modern
-slavery.html
Business ethics/anti-bribery
and corruption and working
with third parties
Vesuvius’ Code of Conduct affirms our
commitment to competing vigorously,
but honestly, and not seeking competitive
advantage through unlawful means.
We conduct ourselves ethically in all public
affairs activities, in alignment with local
laws and regulations. We do not engage
in unfair competition, exchange
commercially sensitive information with
competitors, or acquire information
regarding a competitor by inappropriate
means. When received for business
purposes, we safeguard third-party
confidential information and use it only
for the purpose for which it was provided.
We recognise that certain third-party
relationships can represent significant
risks, particularly in the areas of bribery,
corruption, sanctions and trade
compliance. Our compliance due diligence
framework ensures that these risks
are identified, assessed, and mitigated
both prior to engagement and throughout
the lifecycle of the relationship. Our
framework includes third party due
diligence, counterparty screening
and regular risk assessments, as well
as ongoing relationship monitoring
and reporting.
Human Rights and
Labour Policy
Our policy expressly prohibits forced,
compulsory or child labour in any form
and applies to both ourselves and those
who wish to work with us.
Our other commitments include:
–
Health and safety:
to work towards our
goal of zero injuries in the workplace
–
Freedom of association and right to
collective bargaining:
to respect our
workers’ democratic rights to participate
or not participate in trade unions, or other
collective bargaining organisations,
without fear of intimidation, pressure
or reprisal
–
Unlawful discrimination, harassment and
abusive behaviours:
to ensure that each
employee and potential employee is
treated with fairness and dignity and that
discriminatory practices, or unwelcome
verbal or physical conduct are not tolerated
–
Remuneration:
to ensure that wages and
benefits paid to employees shall meet legal
or industry minimum standards
–
Discipline policies:
to ensure
proportionality of sanctions, with a range
of potential disciplinary actions and
procedural fairness
See the full policy on www.vesuvius.com
for further details.
59
Strategic report
Governance
Financial statements
Our procedure on working with third
parties clearly outlines our zero tolerance
approach to bribery and provides
practical guidance for our employees in
identifying concerns and how to report
them. Employees are actively encouraged
to consult and seek advice on ethical
issues. They have open access to the
Group Head of Compliance and the
legal function who provide support on
a regular basis.
Over the years, we have continued to
strengthen our training portfolio.
Our approach is designed to foster a
preventive mindset – helping employees
understand the scope of potential risks
and how to respond in alignment with
the Group’s standards.
Key compliance training initiatives in
2025 included:
1.
An annual mandatory e-learning
module on anti-bribery and corruption
(including an anti-fraud module),
available in 18 functional languages for
targeted staff, directly linked to the
Vesuvius Anti-Bribery and Corruption
Policy. This training is reviewed annually
to ensure its content remains relevant
and up to date.
2.
Webinars and face-to-face training
delivered to risk-exposed functions,
using real-life scenarios and lessons
learned from compliance matters
management, investigations and risk
assessments at multiple sites, covering
anti-bribery and corruption, the Speak
Up Policy, export controls and sanctions
and key compliance processes, such as
compliance due diligence.
3.
New senior manager induction training,
offering dedicated sessions led by the
Compliance team to introduce relevant
policies and procedures, and further
explain leadership’s role in effective
risk management.
During 2025, the Group also continued
its risk-based due diligence programme,
including anti-corruption reviews of our
third-party representatives, agents and
other intermediaries. Enhanced due
diligence reviews of sales agents, customs
clearance agents, and other parties acting
on our behalf, were repeated to ensure
ongoing compliance with our standards.
In 2025, we completed due diligence on
more than 1,761 counterparties from 81
countries. As a result of this process, we
either declined or terminated relationships
with 84 counterparties who did not meet
our standards. Once a counterparty
passes compliance due diligence, it is
placed on 24/7 ongoing monitoring,
ensuring that should the circumstances
change, the re-evaluation will be triggered.
Responsible sourcing
Vesuvius recognises the crucial role that
its suppliers play in creating value in the
products and services that Vesuvius
ultimately provides to its customers.
In addition to the consistent and timely
supply of materials, products and services
which are of the highest quality, we expect
our suppliers to operate in a manner that is
appropriate, in terms of their ethical, legal,
environmental and social responsibilities.
Principles
Overall, our objective is to encourage
suppliers to implement a meaningful
sustainability programme, embrace the
UN Global Compact principles, and
evaluate and reduce our upstream
CO
2
emissions. The satisfaction of our
customers’ requirements, the safety and
reliability of Vesuvius’ products, and the
efficiency of Vesuvius’ internal processes
are dependent on the reliability of its
network of suppliers. Vesuvius is
committed to ensuring that we utilise
high-quality raw materials, secured
through reliable and well-developed
raw material suppliers. The principles of
sustainable procurement are prescribed
within the Vesuvius Sustainable
Procurement Policy and supported by
supplementary processes.
Sustainable Procurement Policy
We operate a Sustainable Procurement
Policy which outlines key criteria for
suppliers. The Policy uses the Group
Procurement’s Request for Quotation
(RFQ) process to engage a significant
number of Vesuvius suppliers and is
provided in conjunction with the Vesuvius
Terms and Conditions of Purchase.
For suppliers to participate in the RFQ,
they are obliged to accept and agree
to the terms of the Sustainable
Procurement Policy, as it forms an
addendum to Vesuvius’ standard contract
clauses, or share their own policy
demonstrating alignment to the same
business values. Once these policies are
shared, it is the responsibility of the
supplier to verify and monitor compliance
against them – both for their operations
and those of any sub-contractors.
Since its inception in 2021, 369 active
vendors, representing 69% of the raw
material spend, have acknowledged our
Sustainable Procurement Policy.
Sustainable Procurement Policy
The Policy covers all suppliers of goods
and/or services either used in our
manufacturing processes and/or sold
directly by us to customers, including Tolling
and Resale suppliers. It applies to suppliers,
their agents and their sub-contractors.
The major elements of the Sustainability
Procurement Policy are:
–
Employees and human rights
–
Conflict minerals
–
Ethical and compliant business practices
– Environment
– Quality
–
Business continuity
See the full policy on
www.vesuvius.com
for further details.
Supplier sustainability
assessments
As part of our sustainability agenda,
Vesuvius has implemented a Supplier
Sustainability Assessment programme,
covering all suppliers of goods either
used in our manufacturing processes
and/or sold directly by us to customers,
including Resale suppliers.
Vesuvius has partnered with an
independent third-party service provider
– EcoVadis – to rate our raw materials
suppliers using a detailed set of criteria.
These cover four themes and 21 criteria
based on international standards: Labour
and Human Rights; Ethics; Environment;
and Sustainable Procurement.
During 2024 and 2025, 158 employees
from our procurement teams received
specific training on supplier on-site
sustainability and quality assessments.
The Group had a target to assess at least
60% of our raw material spend by 2025.
Participating suppliers were selected
based on a number of criteria including:
–
Category of raw material
–
Availability of alternative sources
–
Share of supplier revenue with Vesuvius
–
Grades in previous assessments
–
Whether the supplier was new
–
Supply chain incidents
Vesuvius plc
Annual Report and Financial Statements 2025
60
A responsible company
continued
Supplier Sustainability Assessment criteria
Environment
Energy consumption and GHGs
Water
Biodiversity
Local and accidental pollution
Materials, chemicals and waste
Product use
Product end-of-life
Customer health and safety
Environmental services
and advocacy
Labour and human rights
Employee health and safety
Working conditions
Social dialogue
Career management
and training
Child labour, forced labour
and human trafficking
Diversity, discrimination
and harassment
External stakeholder
human rights
Ethics
Corruption
Anti-competitive practices
Responsible information
management
Sustainable procurement
Supplier environmental
practices
Supplier social practices
21 criteria based on international standards
Since its launch, 283 suppliers have joined
the programme, representing 57% of the
total raw material spend. Fewer than 7%
of the suppliers assessed between 2021
and 2025 did not reach Vesuvius’ minimum
EcoVadis score. We are requiring these
suppliers to implement improvement
actions within a three-year time frame.
Progress will be monitored through routine
evaluations and an annual reassessment.
Across the crucial topics, the average total
score of Vesuvius’ suppliers in 2025 was
60.5, compared to an industry standard
of 49.
Supplier CSR and quality audits
Vesuvius conducts an annual Supplier
Audit programme focusing on Corporate
Social Responsibility (CSR) practices,
product quality and security of supply.
The programme is led by the Group’s
Purchasing and Quality teams. The goal
of the audits is to verify that our suppliers
abide by fundamental principles
regarding the environment and social
practices, and reduce the number
of quality issues that may affect
our raw materials.
As part of this, we carry out on-site
inspections, share expectations with
our suppliers, identify risks and adapt
our internal controls accordingly. We
encourage our suppliers to improve their
own processes and help them prioritise
actions to achieve this. We include a
number of ‘red flag’ items in our on-site
verification questionnaire, especially
addressing human rights issues, such as
child or forced labour, for which immediate
escalation and investigation is required in
case any breach is detected. The scope of
the audit also covers working conditions.
In 2025, 96 audits were conducted (100%
on-site) (2024: 123). No cases of human
rights breaches were detected as part of
the supplier audit checks. 4% of audited
suppliers received grades below threshold
(2024: 14.6%). Whenever suppliers fail to
meet the required standards, either action
is taken to support them to improve or our
relationship with them is terminated.
Community engagement
We make a positive contribution to the
communities in which we operate by
supporting a wide variety of fundraising
and community-based programmes.
In 2025, our teams around the world
focused on practical actions that
strengthened local communities and
responded to real social needs. From
education and health to employee
well-being and regional initiatives,
each project helped create meaningful,
lasting value where it was needed most.
Expanding access to clean water and
safe sanitation for students
In Paderu, India, Vesuvius India installed
bio-toilets near classrooms and a reverse
osmosis water plant, improving conditions
for more than 1,500 girls. In Durgapur,
India, the team worked with the Steel
Authority of India Ltd to set up four
bio-toilets and a new drinking-water
system, giving over 1,100 students reliable
hygiene facilities and clean water.
Together, these projects strengthened
health, safety, and school attendance for
children in underprivileged communities.
Creating better learning conditions
for children
In Mexico, employees supported the NGO
Imperio de Amor, which cares for children
who cannot attend school by providing
meals and informal education. In two rural
schools near Pune, India, Foseco India built
new classrooms and a library for around
500 students, giving them a safer, more
comfortable place to learn.
Strengthening well-being through
movement, health awareness and
community connection
In Poland, teams joined the Poland
Business Run, raising funds for people
with disabilities whilst promoting active
lifestyles. In Mexico, families gathered for
the Vesuvius Family Run, choosing 1 km,
3 km or 5 km routes. In China, employees
took part in a 13 km night hike and run
around Jinji Lake.
How we manage risk
61
Strategic report
Governance
Financial statements
Risk, viability and going concern
The Group undertakes a continuous
process to review and understand existing
and emerging risks which might impact
the Group’s long-term performance.
Risk governance
The Board exercises oversight of the
Group’s principal risks and reviews the
way in which the Group manages those
risks. As part of this process the Board:
(i) understands which individuals within
the business are responsible for managing
each principal risk; and (ii) reviews and,
where appropriate, updates, the Group’s
appetite for each principal risk and
assesses the adequacy of the steps
taken to mitigate them.
The Board takes overall responsibility
for establishing and maintaining a system
of risk management and internal control
and for reviewing its effectiveness.
The Group undertakes a continuous
process to identify and review risk and
this assessment undergoes a formal
review at half-year and at year-end.
The risks identified by the business are
compiled centrally to deliver a coordinated
picture of the Group’s key risks. These
risks are then reviewed by the Group
Executive Committee.
An integral part of the Group’s risk
management process is for each
Non-executive Director to contribute
their view on the principal risks facing the
Group, the risk appetite the Group should
have for each of these risks and what
emerging risks the Group might face in the
future. These contributions are overlaid
on the Group’s initial assessment of risks to
build a comprehensive analysis of existing
and emerging risks. In this way, the
Directors’ views on each of the principal
risks, and on emerging risks in general, are
independently gathered and integrated
into management discussions and any
actions required. The Non-executive
Directors also undertake regular site visits
– either individually or in small groups.
They believe this direct engagement with
employees is an effective way to hear
about issues and concerns that exist in
the business and also any potential risks
that it faces. More details on the site visits
undertaken in 2025 can be found on
page 79.
The Group’s risk process covers both
financial and non-financial risks, and
considers the risks associated with the
impact of the Group’s activities on
employees, customers, suppliers, the
environment, local communities and
wider society.
Risk in 2025
We detail below changes during 2025
to the scale or nature of risks facing the
Group. As noted in previous years, certain
issues arose during the year that are
reflected in the Group’s principal risks. In
each case, the business impact was limited
by the mitigations already in place and by
the Group’s risk management processes.
We also detail the emerging risks facing
the Group to which we remain vigilant.
Risk: End-market risks
2025 saw continuing volatility in our
markets, with lower than anticipated
economic activity in certain key markets
such as Europe. Whilst this volatility is
lasting longer than we had anticipated,
our end-markets of Steel and Foundry
continue to be forecast to grow in the
medium and longer term.
During the year, the dynamic and
unpredictable system of tariffs and trade
protections introduced and subsequently
amended by the administration in the
United States, other jurisdictions and
regional regulators – including the ongoing
negotiation of Free Trade Agreements –
drove uncertainty in our end-markets.
There continues to be a significant
degree of uncertainty as to the nature and
longevity of the existing US tariffs (and any
further trade restrictions that may replace
them). However, we also believe the new
EU steel tariffs scheduled for introduction
in July 2026 will be beneficial to our
business in that region in the medium term.
The Group remains well placed to
manage short-term impacts with its
flexible manufacturing footprint, and
geographically diversified revenue streams.
Risk: Business interruption
Cyber security continues to present
a significant risk in relation to business
interruption and is an issue that grows
both in its scope and sophistication.
During 2025, we continued to invest in our
systems and processes, as well as further
investment in training and awareness of
cyber issues across the Group. As with
all businesses, we monitor trends and
developments in system security threats
that could have an affect on our ability
to conduct our business.
Risk: Product Quality failure
The financial impact on the Group from
any product quality issues, and the
significant risks associated with a failure
of our products in use, is well understood,
and we have increased our communication
of this across the Group as an area of
particular focus and importance.
During the year, we introduced new
initiatives with the objective of minimising
this cost of non-quality. Enhanced internal
reporting requirements have also been
developed to increase visibility of any
product quality issues and to ensure that
root causes are identified and that any
required remediations are implemented
on a timely basis with lessons shared
across the Group to prevent a recurrence.
Risk: People, culture and performance
The environment to attract and retain
high-calibre people across all levels of
our business continues to be increasingly
competitive in many of our labour
markets. This is particularly relevant for
manufacturing roles, which are adversely
affected by changing demographics and
shifting trends in the workforce. We also
continue to see a reduction in the
promotion of materials science teaching
within our developed markets, which may
further reduce the availability of suitably
qualified candidates going forward.
Vesuvius plc
Annual Report and Financial Statements 2025
62
Risk, viability and going concern
continued
Emerging risks
The emerging risk trends facing the
Group did not materially change in 2025.
Our markets continue to develop, and
future growth will not always come from
markets that have served us well in the
past. We continue to focus on this trend,
investing in markets with high future
growth and ensuring that our
manufacturing footprint remains
sufficiently dynamic and responsive to
take advantage of all opportunities.
We continue to address the transition to
the increased use of non-ferrous metals,
particularly in the automotive industry.
Whilst the trends in ferrous casting are
positive, trends in non-ferrous metal
production and casting are also
favourable, and we are focused – in R&D
and, during 2025 also in our acquisition
strategy – on developing products that will
enable us to benefit from this growth.
The operational focus for businesses to
deliver in the areas of Environmental and
Social impact and Governance (ESG)
continues. As set out below, whist we no
longer identify ESG as a principal risk,
we have long been focused on driving
efficiency in our customers’ processes,
with our products driving environmental/
climate benefits in terms of reducing
energy use and supporting production
efficiency at our customers. The reporting
obligations in this area remain in flux, with
some rationalisation of requirements seen
in 2026. However, more broadly we
consider that overall the reporting in this
area will increase in cost and complexity
in the coming years.
Further information on the Group’s
ESG commitments can be found in
the Non-Financial and Sustainability
Information Statement on pages 35 to 60.
The extent and the pace at which artificial
intelligence is becoming more widely
used has also been an area of focus during
2025 and will continue to be so going
forward. We continue to develop our
understanding of where AI can improve
our business and allow us to offer new
products and solutions to our customers
and increase our business efficiency.
We are also mindful of ensuring that
any risks posed to our business by the
development and implementation of
these tools, both inside and outside our
business, are understood, controlled
and mitigated wherever possible.
All of these issues could represent
disruptors to our business. We remain
focused on each of them through our risk
identification and management processes
as well as on the management of any other
new risks that emerge during 2026.
Principal risks
During 2025, in anticipation of the updates
made to the UK Corporate Governance
Code on ongoing effectiveness of risk
management and internal control systems
coming into force, senior management
reviewed the principal risks facing the
Group, disaggregated these into sub-risks,
and commenced a review of how these
are controlled, managed and mitigated.
This process is ongoing but as a result of
the review, two changes have been made
to the Group’s Principal risks.
Firstly, as the previously identified principal
risk of Protectionism and globalisation will
manifest within the ongoing principal risk
of End-market risks, we have removed it as
a separate principal risk and incorporated
the relevant elements into the End-market
risk. Secondly, as the material elements of
the formerly identified principal risk of
Environmental, Social and Governance
were focused on ensuring that the Group’s
products remain relevant to customers in
meeting their own ESG requirements,
we believe that this risk will manifest within
the existing principal risk of Failure to
secure innovation. As a consequence,
we have ceased to identify Environmental,
Social and Governance as a separate
principal risk.
The updated set of principal risks and
uncertainties are set out on pages 66 and
67 and are those the Board considers to be
most relevant in terms of their potential
impact on the Group achieving its strategic
objectives. Each principal risk could
materially affect the Group, its businesses,
future operations and financial condition,
and could cause actual results to differ
materially from expected or historical
results. These Principal risks are not the
only ones that the Group faces or will face.
Some risks are not yet known and some
currently not deemed to be material could
become so.
Cyber security
The processes and controls to manage the
constantly evolving cyber security threat
are a significant area of focus for the
Group. Members of the GEC, Group IT
and senior management meet regularly
to manage operational cyber risks.
The Board oversees the Group’s control
systems for managing cyber risk and
together with the Audit Committee
receives regular updates on the Group’s
activities in this respect.
Cyber risks are integrated within the
Group’s risk management processes and
form part of its Business Continuity Plan
(BCP). The Group also maintains a Disaster
Recovery Plan to address any network,
data centre or IT infrastructure issue. The
Group’s Incident Handling and Response
Policy ensures we maintain appropriate
visibility of all network infrastructure.
The Group takes a holistic approach to
addressing cyber challenges, focusing on
improving our IT infrastructure, including
our operational technology environments,
as well as our IT procedures, data
governance and employee behaviours.
We run regular training programmes on
cyber security and conduct regular cyber
security risk assessments, including
scenario analysis to mitigate the business
impact of any downtime, and increase
awareness of social engineering fraud
and system access through poor security
behaviour. We also perform in-house
and externally conducted vulnerability/
penetrative testing, comparing the results
with industry benchmarks to improve our
processes and undertake an ongoing
external assessment of our cyber security
resilience and maturity.
Climate change
The Group’s risk management processes
consider the potential impact of
climate-related risks. The Group does
not regard climate change itself to
represent a material stand-alone risk
to the Group’s operations.
Whilst a significant proportion of the
Group’s revenue is generated from steel
manufacture and automotive castings,
industries that are under transition
as a result of the focus on improving
environmental performance, we believe
these changes will, overall, be positive for
the Group. The Group’s business strategy is
based on helping our customers improve
their manufacturing efficiency and the
quality of their products, thereby reducing
63
Strategic report
Governance
Financial statements
their climate impact. We also envisage
benefits for the Group from the
acceleration of the energy transition,
as this will create continued demand for
the high-quality steel produced when
using Vesuvius’ products and solutions.
We recognise that climate change could
present uncertainty for the Group in terms
of increased regulation and the evolution
of the geographical distribution of our
customer base. Further information
about the Group’s consideration of
climate-related risks and opportunities
can be found in the Tackling climate
change section of the Non-Financial
and Sustainability Information Statement
on pages 39 to 56.
Risk mitigation
Each principal risk is owned by specific
members of senior management who
actively manage the risk as well as
contributing to the analysis of its likelihood
and impact, and continually monitoring
the process for mitigation. This analysis is
reported to the Board. Risks are analysed
in the context of our business structure
which protects against certain of our
principal risks with diverse currencies,
a widespread customer base and local
production matching the diversity of our
markets. Additionally, we mitigate risk
through employee training and our
contractual terms. Our processes are not
designed to eliminate risk, but to identify
our principal risks and to mitigate them
to a reasonable level in the context of
delivering the Group’s strategy.
Business continuity and insurance
In partnership with risk management
advisers and our insurers, we seek to
identify the most effective means of
reducing or eliminating insurable risks,
through risk management and the
placing of insurance cover.
Our insurer property loss control
programme is based upon insurer loss
modelling and focuses on insured losses.
The insurer’s loss control engineers
undertake a series of on-site inspections
focused on machinery breakdown, fire,
natural catastrophe and other property
damage and business interruption
risks. These surveys yield a series of
loss-reduction recommendations. The
execution of these recommendations is
agreed with site management and
followed through to completion.
In parallel, Vesuvius’ own loss
management programme focuses
on strategic sites and sites that are
not routinely covered by the insurer
programme. Assisted by an independent
consultant, we undertake property loss
control and business continuity surveys
using Vesuvius’ bespoke risk and exposure-
based protocol. These reports yield further
risk reduction recommendations, and
improvement actions are agreed and
completed by site management.
To support the Group’s loss control
activities, risk management workshops
are conducted covering loss prevention,
emergency planning, crisis management
and business recovery. Business continuity
planning is also conducted to ensure there
is sufficient resilience in the Group’s
manufacturing network to address
individual supply interruptions.
Internal control
The Group’s internal control system is
designed to manage, rather than
eliminate, the risks facing the Group and
safeguard its assets. No system of internal
control can provide absolute assurance
against material misstatement or loss. The
Group’s system is designed to provide the
Directors with reasonable assurance that
problems are identified on a timely basis
and are dealt with appropriately.
During 2025, considerable work was
undertaken in preparation for Provision 29
of the UK Corporate Governance Code,
which will apply in 2026. This included
defining what is a material control,
identifying an initial set of material
financial, operational, reporting and
compliance controls, progressing the
assurance strategy, and ongoing
activities to strengthen the internal
control framework. Further work to fully
document controls, strengthen evidence
of operation, finalise the assurance
strategy and test operating effectiveness
is planned during 2026.
The Audit Committee assists the Board in
reviewing the effectiveness of the Group’s
system of internal control, including
financial, operational and compliance
controls, and risk management systems.
The key features of the Group’s system of
internal control are set out in the table on
the next page.
Reviewing the effectiveness of risk
management and internal control
The internal control system covers the
Group as a whole and is monitored and
supported by the Group’s Internal Audit
function, which conducts reviews of
Vesuvius’ businesses and reports
objectively both on the adequacy and
effectiveness of the system of internal
control and on those businesses’
compliance with Group policies and
procedures. The Audit Committee receives
reports from the Group Head of Internal
Audit and reports to the Board on the
results of its review.
The Group also conducts a self-certification
exercise by which senior financial,
operational and functional management
certify the compliance, throughout the
year, of the areas under their responsibility
with the Group’s policies and procedures
and highlight any material issues that
have occurred during the year.
As part of the Board’s process for
reviewing the effectiveness of the system
of internal control, it delegates certain
matters to the Audit Committee. Following
the Audit Committee’s review of internal
financial controls and of the processes
covering other controls, the Board
annually evaluates the results of the
internal control and risk management
procedures conducted by senior
management. Since the date of this
evaluation, there have been no significant
changes in internal controls or other
matters identified which could significantly
affect them.
In accordance with the provisions of the
UK Corporate Governance Code, the
Directors confirm that they have carried
out a robust assessment of the principal
and emerging risks facing the Company,
including those that threaten its business
model, future performance, solvency or
liquidity. They have also reviewed the
effectiveness of the Group’s system of
internal control and confirm that any
control weaknesses identified during the
year and to the date of this report are
being remediated.
Further detail regarding the Audit
Committee’s review of the effectiveness of
the Group’s risk management and internal
control systems is contained in the Audit
Committee report on pages 87 to 91.
Strategy and
financial reporting
Vesuvius GAAP
Operational controls
Risk assessment
and management
Internal Audit
Vesuvius plc
Annual Report and Financial Statements 2025
64
Key features of risk management and internal control
Comprehensive strategic planning and forecasting process
Annual budget approved by the Board
Monthly operating financial information reported against budget
Key trends and variances analysed and action taken as appropriate
Accounting policies and procedures formulated and disseminated to all
Group operations
Covers the application of accounting standards, the maintenance of accounting
records and key financial control procedures
Operating companies and corporate offices maintain internal controls and
procedures appropriate to their structure and business environment
Compliance with Group policies on items such as authorisation of capital
expenditure, treasury transactions, the management of intellectual property and
legal/regulatory issues
Use of common accounting policies and procedures, and financial reporting software
used in financial reporting and consolidation
Significant financing and investment decisions reserved to the Board
Monitoring by the Board of policy and control mechanisms for managing treasury risk
Clearly delegated financial authority thresholds for capital expenditure, purchasing,
customer contracts and hiring
Health and safety audits
Board review of product quality metrics
Continuous process for identifying, evaluating and managing any significant risks
Risk management process designed to identify the key risks facing each business
Reports made to the Board on how those risks are managed
Top-down risk identification undertaken at Group Executive Committee and Board meetings
Board review of insurance placement and other measures used in managing risks
across the Group
The Board is notified of major issues and makes an annual assessment of whether
risks have changed
Ongoing assurance processes by the legal function and Internal Audit including
the annual self-certification process
Externally supported Speak Up whistleblowing helpline
Reviews Vesuvius’ businesses and reports on the adequacy and effectiveness of their
systems of internal control and compliance with Group policies and procedures
Agrees action plans for the resolution of any improvement actions identified by
their audits, and monitors, with local management and the Business Unit Presidents,
progress through until completion
Reports to the Audit Committee on the results of each audit and provides regular
updates on high-priority action items
The Audit Committee discusses the key risks identified by Internal Audit
The Group Head of Internal Audit conducts private meetings with the Audit Committee
without management being present
Risk, viability and going concern
continued
65
Strategic report
Governance
Financial statements
Viability Statement
In accordance with the UK Corporate
Governance Code, the Directors have
assessed the viability of the Group over
a three-year period to 31 December 2028,
taking into account the Group’s current
position and the potential impact of the
principal risks and uncertainties. The
Directors have determined that three
years is an appropriate period over which
to provide the Viability Statement because
this is the Company’s planning cycle and
it is sufficiently funded by financing
facilities with average maturity terms of
approximately four years. The projected
cash flows for the next three years have
been based on the latest Board-approved
budget and strategic plan.
In making this statement, the Directors
have carried out a robust assessment of
the principal risks that may threaten the
business model, future performance,
solvency and liquidity of the Group.
This is embodied in the annual review of a
three-year business plan which includes
a review of sensitivity to ‘business as usual’
risks, such as profit growth and working
capital variances, severe but plausible
events and the impact these could have on
the Group’s debt covenants and available
liquidity. The results take account of the
availability and likely effectiveness of the
mitigating actions that could be taken to
avoid or reduce the impact or occurrence
of the underlying risks. Whilst the review
has considered all the principal risks
identified by the Group, the following were
selected for enhanced stress testing: an
unexpected global supply chain disruption
leading to increased lead times and
business interruption due to the unplanned
closure of a key production facility.
The Group’s prudent balance sheet
management, flexible cost base able to
react quickly to end-market conditions,
access to long-term capital at reasonable
cost and geographically diversified
international businesses leave it well
placed to manage these principal risks.
In performing the stress testing, certain
assumptions were made, including that
supply chain disruption would lead to a
need for increased inventory levels over
multiple years; and the loss of a production
facility would, after the recovery of
production capacity, result in certain
sustained customer losses. Any loan facility
requiring re-financing was considered to
be renewed ahead of its maturity date.
Under the enhanced stress testing, a
potential breach of a covenant would
only occur in the event of an unforeseen
reduction in revenue of greater than 17%,
without consideration of any remedial
factors such as capital expenditure
reduction. Accordingly, the Directors
confirm that 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
three-year period to 31 December 2028.
Furthermore, the Board believes that the
Group continues to be well positioned
for success in the longer term because
of our exposure to long-term growing
end-markets; our market-leading position
that is supported by ongoing investment
in innovation and R&D; our strong degree
of customer intimacy with around a third
of our employees working at customer
facilities; and the focus we have on
building quality teams with clear
organisational responsibility.
Going concern statement
The Group’s available liquidity stood at
£386.1m at 31 December 2025, down
from £389.0m at 31 December 2024.
The Directors have prepared cash flow
forecasts for the Group for the period
to 30 June 2027. These forecasts reflect
an assessment of current and future
end-market conditions, and their impact
on the Group’s future trading performance.
The Directors have also considered a
severe but plausible downside scenario,
based on a combination of lower business
activity and lower profitability over the
going concern period. This downside
scenario assumes:
–
a decline in business activity level in
2026 and 2027 by 5% compared to
2025 performance
–
a decline in profitability (Return on
Sales) of 1.5% compared to 2025
performance
–
working capital intensity increases by
1.5% vs 2025.
On a full-year basis relative to 2025, this
implies a c.22% decline in Trading Profit.
The Group has two covenants; net debt/
EBITDA (under 3.25x) and an interest
cover requirement of at least 4.0x. In this
downside scenario, the forecasts show
that the Group’s maximum net debt/
EBITDA (pre-IFRS 16 in-line with the
covenant calculation) does not exceed
2.6x, compared to a leverage covenant
of 3.25x, and the minimum interest cover
reached is 12x compared to a covenant
minimum of 4x.
The forecasts, including the severe but
plausible downside scenario, show that the
Group will be able to operate within its
current committed debt facilities and
continue to comply with its debt covenants.
On the basis of the exercise described
above and the Group’s available
committed debt facilities, the Directors
consider that the Group and the Company
have adequate resources to continue in
operational existence for the period at
least to 30 June 2027. Accordingly, they
continue to adopt the going concern basis
in preparing the financial statements.
Identify
Viability time horizon and
risk analysis framework
Assess
Principal risks and
stress scenarios
Model
Viability against risk
scenarios, examining
probabilities and impacts
Report
See Viability Statement
Viability process
£
£
End-market risks
Vesuvius suffers an unplanned drop in
demand, revenue and/or margin because
of market volatility including from the
impact of protectionism and globalisation.
Product quality failure
Vesuvius staff/contractors are injured at
work or customers, staff or third parties
suffer physical injury or financial loss
because of failures in Vesuvius products.
Complex and changing
regulatory environment
Vesuvius experiences a contracting
customer base or increased transaction
and administrative costs due to compliance
with changing regulatory requirements.
Failure to secure innovation
Vesuvius fails to achieve continuous
improvement in its products, systems and
services including a failure to meet
customer demands arising from their
evolving ESG-related requirements.
Unplanned drop in demand
and/or revenue due to reduced
production by our customers
Margin reduction, including
through increased costs
Customer failure leading to
increased bad debts
Loss of market share to competition
Cost pressures at customers
leading to use of cheaper solutions
Restricted access to markets,
increased barriers to entry
Injury to staff and contractors
Product or application failures lead
to adverse financial impact or loss
of reputation as technology leader
Incident at customer plant causes
manufacturing downtime or
damage to infrastructure
Customer claims from product
quality issues
Revenue reduction from reduced
end-market access
Disruption of supply chain and
route to market
Increased internal
control processes
Increased frequency of
regulatory investigations
Reputational damage
Trade restrictions
Product substitution by customers
Increased competitive pressure
through lack of differentiation of
Vesuvius’ offering
Commoditisation of product
portfolio through lack
of development
Lack of response to changing
customer needs
Loss of intellectual
property protection
Geographic diversification of revenues
Product innovation and service offerings securing long-term
revenue streams and maintaining performance differential
Increase in service and product lines by the development of
measurement and mechatronic capabilities
R&D includes assessment of emerging technologies
Manufacturing capacity rationalisation and flexible cost base
Diversified customer base: no customer is greater than 10%
of revenue
Robust credit and working capital control to mitigate the risk
of default by counterparties
Geographically diversified manufacturing footprint
Quality management programmes including stringent
quality control standards, monitoring and reporting
Experienced technical staff knowledgeable in the application
of our products and technology
Targeted global insurance programme
Experienced internal legal function overseeing
third-party contracting
Compliance programmes and training across the Group
Independent Internal Audit function
Experienced internal legal function including dedicated
compliance specialists
Global procurement category management of strategic
raw materials
Enduring and significant investment in R&D, with market-
leading research, and focus on assisting customers to
reduce carbon emissions
A shared strategy for innovation throughout the Group,
deployed via our R&D centres
Stage-gate process from innovation to commercialisation
to foster innovation and increase alignment with strategy
Programme of manufacturing and process excellence
Quality programme, focused on quality and consistency
Stringent intellectual property registration and defence
Potential impact
Risk
Mitigation
£
£
£
£
£
£
£
£
See more about
Our business model
on
pages 14 and 15
Strategic Value alignment
Vesuvius plc
Annual Report and Financial Statements 2025
66
Principal risks and uncertainties
Return on Sales
Free Cash Flow
Cost Savings
Sustainability
Business interruption
Vesuvius loses production capacity or
experiences supply chain disruption due
to physical site damage (accident, fire,
natural disaster, terrorism), or other events
such as industrial action, cyber attack or
global health crises.
People, culture
and performance
Vesuvius is unable to attract and retain
the right calibre of staff, fails to instil an
appropriate culture or fails to embed
the right systems to drive personal
performance in pursuit of the Group’s
long-term growth.
Health and safety
Vesuvius staff or contractors are injured
at work or suffer mental health issues
because of failures in Vesuvius’ operations,
equipment, policies or processes.
Loss/closure of a major plant
temporarily or permanently
impairing our ability to serve
our customers
Damage to or restriction in
our ability to use assets
Denial of access to critical
systems or control processes
Disruption of manufacturing
processes
Inability to source critical
raw materials
Loss of data, leading to
confidentiality, regulatory
and reputational issues
Organisational culture of high
performance is not achieved
Staff turnover in growing
economies and regions
Stagnation of ideas and
development opportunities
Loss of expertise and critical
business knowledge
Reduced management pipeline
for succession to senior positions
Injury to staff and contractors
Health and safety breaches
Lack of staff availability and
operational downtime
Inability to attract and retain
the necessary workforce
Reputational damage
Diversified manufacturing footprint
Disaster recovery planning
Business continuity planning with strategic maintenance of
excess capacity
Physical and IT access controls, security systems and training
Cyber risks integrated into wider risk management structure
Well-established global insurance programme
Group-wide safety management programmes
Dual sourcing strategy and development of substitutes
Internal focus on talent development and training, with
tailored career-stage programmes and clear performance
management strategies
Contacts with universities to identify and develop talent
Career path planning and global opportunities for
high-potential staff
Internal programmes for the structured transfer of technical
and other knowledge
Clearly defined Values underpin business culture
Group focus on enhancing gender diversity
Active safety programmes, with ongoing wide-ranging
monitoring and safety training
Independent safety audit team
Quality management programmes including stringent
manufacturing process control standards, monitoring
and reporting
Potential impact
Risk
Mitigation
£
£
67
Strategic report
Governance
Financial statements
Effective engagement with stakeholders
is critical to the success of the Group.
Vesuvius recognises that effective
engagement with stakeholders is vital
to the Group’s success. Understanding the
needs and priorities of key stakeholders,
and building strong and positive
relationships with them, lies at the heart
of Vesuvius’ business.
The likely consequences of any decision
in the long term
Section 172 of the Companies Act 2006
codifies this engagement, requiring the
Board to promote the success of the
Company over the long term for the
benefit of members as a whole,
whilst having regard to other key
stakeholders’ interests.
In performing its duties, the Board
focuses on the sustainable success of
the Group and the existence of a culture
that supports this success. The Board
recognises that, in seeking to maintain
long-term profitability, the Group is reliant
on the support of all of its stakeholders,
including the Group’s workforce, its
customers, suppliers and the communities
in which its businesses operate. The key
interests and factors affecting these
groups are woven into the papers and
presentations the Board receives from
management on an ongoing basis.
Section 172
requirement
Find out more
Page
Consequences
of any
decision in
the long term
At a glance
Our purpose
Our business model
Why invest in Vesuvius?
4 to 7
79
14 and 15
18 to 27
Interests of
employees
Our purpose
Our stakeholders
Our people
Remuneration Policy
79
69
24 to 27
103
Fostering
business
relationships
with suppliers,
customers
and others
Our purpose
Our business model
Why invest in Vesuvius?
A responsible company
Our stakeholders
79
14 and 15
18 to 27
57 to 60
69 to 72
Section 172
requirement
Find out more
Page
Impact of
operations
on the
community
and the
environment
Our sustainability strategy
and objectives
Progress on our
sustainability targets
Tackling climate change
A responsible company
Our stakeholders
38
36 and 37
39 to 56
57 to 60
72
Maintaining
high standards
of business
conduct
A responsible company
Our stakeholders
Corporate Governance Statement
Directors’ Report
57 to 60
69 to 72
78 to 81
128 and 129
Acting fairly
between
members
Our purpose
Our stakeholders
Corporate Governance Statement
79
69 to 72
78 to 81
When taking key decisions the Board balances the competing interests of different
stakeholders with an overriding focus on ensuring the long-term success of the Group.
The Board reviews relevant proposals from the management team, considering how
they fit with the business strategy and budget, and supports the financial development
of the Group. The Board is apprised of success and risk factors for key initiatives, any
alternatives (if appropriate), the rationale for the proposed choice and any relevant
stakeholder impacts. Papers relevant to the matter are tabled at the Board by the
Chief Executive.
The Board confirms that it has acted in accordance with the Section 172 requirements
throughout the year.
Examples of how the Board considered stakeholders’ interests in some of the key
decisions it took during 2025 are given below.
Acquisition of the Molten Metal Systems business (MMS)
During the year the Board approved the acquisition of the MMS business from
Morgan Advanced Materials Plc. MMS has a significant presence in India and
supplies high-tech crucibles globally, with c. 50% of revenue derived from aluminium
producers and the majority of the remainder from copper alloy and precious metals
processing. The acquisition increases Vesuvius’ manufacturing footprint and sales
exposure in India, and broadens Vesuvius’ customer offering to the non-ferrous
market segment more globally. In approving the transaction, the Board considered
the impact on the staff in the Group’s existing businesses, and the greater
opportunities that the acquisition could bring for them, as well as the benefits to
the Group of a broader product and service offering and larger operating footprint,
the benefits to our customers from a wider product portfolio and the potential to
strengthen relationships with suppliers with new and wider sourcing opportunities.
Cost-saving programme
During the year, the Board received extensive reports on Vesuvius’ continuing
cost-saving programme, which was undertaken to drive operational efficiency
and reduce cost across the Group. The Board considered the benefits to the Group
of long-term cost reductions against the short-term cash cost of restructuring,
as well as the impact on our employees where the initiatives involved the transfer
of manufacturing production and the introduction of automation.
Our stakeholders
Vesuvius plc
Annual Report and Financial Statements 2025
68
Section 172(1) Statement
Given the diversity of the Group, engagement with most stakeholders takes place locally or is managed by specialist Group functions.
The Board maintains oversight of this engagement through its briefings on the dynamics of key relationships and stakeholder groups,
and also engages directly as appropriate.
The Group’s key stakeholder groups, reflecting those who have the biggest impact on the business, and our modes of engagement are
outlined in the tables below.
Why we engage
With our decentralised management
model, the dedication and professionalism
of our people, their capacity to own
their roles and their drive for results
are the most significant contributors
to Vesuvius’ success.
We engage with our people, encouraging
and rewarding high performance to create
an environment where all can realise their
individual potential.
Issues that matter to them
–
Health and safety
–
Development and retention
–
Career opportunities
–
Remuneration and recognition
–
Diversity and inclusion
–
Management support
–
International mobility
–
Sustainability performance
Fundamental focus on health and safety and
the care of all employees, with regular safety
briefings, safety training, the thorough
investigation of all safety incidents, daily
focus on safety improvements and awards
recognising excellent performance
Continuing dialogue between employees and
their managers, including the conduct of regular
performance reviews
We operate a competitive remuneration
and benefits strategy, emphasising
talent development with tailored
career-stage programmes
Living the Values and other award schemes
celebrate individual achievements in the
demonstration of our Values and processes
We operate global communication mechanisms
including an intranet and global email
communications, alongside forums such
as local ‘town hall’ meetings
The Group recognises trade unions and operates
local works councils, alongside its European
Works Council
Wide-ranging internal training is offered on
key job-related issues, with programmes such
as the Vesuvius University – HeaTt
At every Board meeting the Board received a
report from the Chief Executive on the Group’s
performance against health and safety KPIs
and reviewed, in detail, the circumstances of any
Lost Time Injuries that had been reported
The Board reviewed the Group’s People Strategy
with the CHRO, to ensure the Group’s talent,
culture and HR capabilities were aligned with the
Group’s strategic priorities, discussing the HR
challenges that face the Group. The Board also
reviewed the specific HR objectives for each
Business Unit
The Remuneration Committee was informed of
global salary budgets and oversaw the Group’s
share compensation programmes
The Nomination Committee reviewed succession
processes for the Group’s Executive Directors,
changes in senior management, rates of annual
attrition and regretted losses in the middle and
senior management groups, and monitored
the Group’s progress on diversity objectives
Carla Bailo served as the designated
Non-executive Director responsible for
workforce engagement, and the Board’s
engagement activities included a programme
of nine site visits to meet Vesuvius employees
‘on the ground’ and to hear firsthand about
their experiences
The Board reviewed the results of the I-Engage
survey and the follow-up actions proposed
The Board reviewed the nature and volume
of reports received by the confidential
Speak Up helpline
Outcomes
–
Safe, motivated workforce
–
New People Strategy with specific Action Plans agreed
–
19% employee turnover in 2025
–
92% response rate to I-Engage survey
–
Greater understanding of views of the workforce
Our people
How the business engages
How the Board engaged in 2025
69
Strategic report
Governance
Financial statements
Why we engage
Engaging with, and listening to, our
customers helps us to understand their
needs and identify opportunities and
challenges. Customer intimacy lies
at the heart of our business model and
collaborating with them enables us
to deliver value using our expertise to
improve the safety and efficiency of
their manufacturing processes, enhancing
their end-product quality and reducing
their costs.
Issues that matter to them
–
Health and safety
–
Product quality and performance
–
Value generation
–
Innovation and provision of solutions
–
Production efficiency
–
Environmental performance
Our business model focuses on collaboration
with customers to provide customised solutions.
We employ highly skilled technical experts who
understand our customers’ needs, and can
identify opportunities and solutions for them
We work with customers to improve the safety,
energy efficiency, yield and reliability of their
processes, and the quality of their products
We engage with customers on safety leadership
and support their training requirements
We maintain senior-level dialogue with all key
customers, and establish customer relationships
on a global basis as required, complemented
by a broad local servicing capability
We provide technical customer training and
participate in industry forums and events
The Chief Executive maintained a regular
dialogue with a range of the Group’s key
customers, holding face-to-face meetings
with 11 of them
The Board visited a key customer in India,
as part of its off-site Board meeting
At each meeting the Board received briefings
on the Group’s end-markets, and the dynamics
of the Group’s relationships with its customers.
The Board also discussed broader global and
macro trends affecting its customers and the
actions being taken by the Group to benefit
from and mitigate the impact of these
At every Board meeting, the Board reviewed
information on the Group’s performance against
key manufacturing quality targets and was
provided with updates on actions undertaken
to rectify any significant quality issues or
customer complaints
In September, the Board reviewed the progress
of Flow Control’s North Star initiative to exceed
customers’ quality ambitions and discussed the
roadmap for further improvements
The Board received updates on the steps being
taken by the Group to respond to customers’
development needs, and the research and
development, marketing and new product
launch strategies being actioned to respond
to these
Outcomes
–
Clear understanding of customers’ challenges and requirements
–
Collaborative customer relationships
–
More detailed understanding of quality issues and outcomes
–
Investment in enhancement of existing products and development of new innovative
products to support customers’ needs
–
Customer considerations are a key input into strategic planning
–
Engagement on sustainability matters
Customers
How the business engages
How the Board engaged in 2025
Our stakeholders
continued
Vesuvius plc
Annual Report and Financial Statements 2025
70
Section 172(1) Statement
continued
Why we engage
Maintaining a flexible workforce through
the use of contractors and cost-effective
access to high-quality raw materials is
vital to our success. Our suppliers and
contractors are critical to our business.
Issues that matter to them
–
Operational performance
–
Responsible procurement
–
Trust and ethics
–
Payment practices
Why we engage
The support of our equity and debt
investors, and continued access to funding,
is vital to the performance of our business.
We work to ensure that our investors and
lenders have a clear understanding of our
strategy, performance and objectives,
recognising that supportive investors are
more likely to provide the Company with
funds for expansion. We engage with
lenders to ensure that we have clear
knowledge and awareness of market
sensitivities and trends, and comply
with our contractual obligations.
Issues that matter to them
–
Shareholder value
–
Financial and operational performance
–
Strategy and business development
–
Dividend and gearing policy
–
Sustainability strategy and
performance
–
Governance
–
Transparency and ethical behaviour
We employ a significant number of directly
supervised contractors to work at our
customer locations
We conduct regular visits to key suppliers
Senior-level relationships are built with all
large suppliers
All suppliers/brokers for major raw materials
have regular interaction with the Global
Purchasing Team
Dedicated category directors build long-term
relationships and product expertise for key
raw materials
Our purchasing and supplier-facing staff
receive training on modern slavery to assist
them in identifying any issues
Vesuvius operates a Sustainable Procurement
Policy which sets out the standards that suppliers
must adopt in order to supply the Group
We conduct a rigorous and consistent supplier
accreditation procedure to ensure compliance
with these standards
The Board received regular briefings on supply
and purchasing dynamics, and pricing issues
for raw materials
The Board received reports on the Group’s
sustainability progress including supplier
accreditor programmes
The Board monitored the Group’s compliance
activities and approved the Group’s annual
Modern Slavery Statement
Our Head of Investor Relations, Chief Financial
Officer and Chief Executive hold regular
meetings with key and prospective investors
The Group Treasurer and CFO hold regular
meetings with key personnel from banks
and other lenders who provide the Group’s
debt funding
The Group Treasury function maintains an
ongoing dialogue with key relationship banks
and other local banks in the countries in which
Vesuvius operates
The Group’s Annual Report provides an
overview of the Group’s activities. Regular
announcements and press releases are
published to provide updates on the
Group’s performance and progress
There is ongoing dialogue with the Company’s
analysts to address enquiries and promote
the business
The Chief Executive and Chief Financial Officer
held meetings with key and prospective investors
The Board discussed with its advisers,
shareholders’ perspectives on the Group’s
strategy and received presentations on
market dynamics and value drivers
The Board received copies of key analysts’
notes issued on the Company
The Chairman met with shareholders and
discussed the Group’s strategy
Ahead of the 2025 AGM, the Chairman
contacted the Group’s largest shareholders
and governance agencies, to invite them to
discuss any matters they wished to raise
The Directors attended the AGM to meet
with shareholders
Outcomes
–
The services of more than 3,750 directly supervised contractors were utilised in 2025
–
283 suppliers have been rated under our Supplier Sustainability Assessment programme
–
369 active vendors have acknowledged our Sustainable Procurement Policy
–
We have a good understanding of the capability and capacity of key suppliers
–
Suppliers have a clear understanding of Vesuvius’ expectations as an ethical business
–
Broader supply chain
–
Engagement on sustainability matters
Outcomes
–
Development of the Group’s strategy
–
Achieving a long-term shareholder base
–
£34.5m returned through our share buyback programme in 2025
–
£57.9m paid in dividends in 2025
Suppliers and contractors
Investors
How the business engages
How the business engages
How the Board engaged in 2025
How the Board engaged in 2025
71
Strategic report
Governance
Financial statements
Why we engage
We work to maintain positive relationships
with the communities in which we operate.
Our social responsibility activities
complement our Values and we encourage
our employees to engage with communities
and groups local to our operations.
Issues that matter to them
–
Career opportunities
–
Operational performance
–
Transparency and ethical behaviour
–
Environmental performance
Why we engage
Good environmental management is
aligned with our focus on cost optimisation,
operational excellence and long-term
business sustainability. We engage
with appropriate organisations to
ensure that we are complying with
regulatory requirements, and to
publicise our performance.
Issues that matter to them
–
Governance and transparency
–
Operational performance
–
Reporting on performance metrics
–
Environmental performance
We provide work experience and internships to
local university students and school children
We maintain contact with universities to identify
local talent and our businesses attend careers
fairs and provide student work placements
and internships
Many of our sites sponsor local charitable
activities and participate in local
volunteering initiatives
We maintain clear oversight and control of the
environmental impact of our production sites
We have a clear strategy for carbon reduction
in our manufacturing processes
The Board received detailed updates on the
Group’s sustainability activities
The Board was updated on the CSR activities
of our listed Indian subsidiaries during its
Board visit to India
Vesuvius is a signatory to the
UN Global Compact
We publish a full Sustainability Report online
which can be accessed via Vesuvius’ website
We regularly engage with government agencies
who visit our sites and carry out inspections
We respond to environmental research
as part of our customers’ and suppliers’
due diligence processes
We engage with rating agencies and respond
to environmental and social responsibility
research and questionnaires
The Board monitored progress on the Group’s
sustainability KPIs and reviewed longer-term
plans on sustainability initiatives, including
the journey to net zero
The Board received detailed presentations from
the VP Sustainability on the Group’s progress
against its sustainability targets and updates on
its ESG ratings
The Board and Audit Committee monitored the
Group’s progress with its TCFD compliance
Outcomes
–
Development of future talent
–
Positive contribution by Vesuvius’ plants and operations to local communities and charities
–
Improved environmental sustainability of the Group’s operations
Outcomes
–
Positive ratings by a range of ESG organisations
–
Sustainable business operations
–
Supportive relationships with local government agencies
Communities
Environmental agencies and organisations
How the business engages
How the business engages
How the Board engaged in 2025
How the Board engaged in 2025
The Strategic Report set out on pages 3 to 72 contains a fair review of our businesses, strategy and business model, and the
associated principal risks and uncertainties. We also deliver a review of our 2025 performance and set out an overview of our
markets and our stakeholders.
Details of our principles, and our people and community engagement, together with our focus on safety, are also contained in the
Strategic Report.
Approved by the Board on 11 March 2026 and signed on its behalf by
Patrick André
Chief Executive
Our stakeholders
continued
Vesuvius plc
Annual Report and Financial Statements 2025
72
Section 172(1) Statement
continued
74
Board of Directors
76
Group Executive Committee
77
Chairman’s governance letter
78
Corporate Governance Statement
78
– Board Report
87
– Audit Committee
92
– Nomination Committee
97
– Directors’ Remuneration Report
97
– Remuneration overview
103
– 2026 Remuneration Policy
111
– Annual Report on
Directors’ Remuneration
125
Directors’ Report
130
Statement of Directors’
Responsibilities
131
Independent Auditors’ Report
Strategic report
Governance
Financial statements
73
Governance
Appointed to the Board 1 November 2022,
and as Chairman on 1 December 2022
Three years on the Board
–
Extensive board experience as Chairman and
Chief Executive within international listed
companies
–
Proven strategic and operational skills gained
in complex multinational industrial goods and
engineering businesses
–
Global commercial and engineering
experience, including expertise in operational
excellence and lean manufacturing
Current external appointments
Carl-Peter is Chair of Keller Group plc and Senior
Independent Director at Babcock International
Group plc. He is also Chairman of StoreDot,
Director of The Mobility House AG, Envisics Ltd,
and serves as a Director on the advisory board
of Kinexon GmbH.
Career experience
Carl-Peter has spent the majority of his career
holding senior leadership positions in some of
the world’s largest automotive manufacturers,
including BMW, General Motors and Tata
Motors (including Jaguar Land Rover). Since he
stepped down from Tata Motors in 2011, he has
served as a director on a wide variety of public
and private company boards, including IMI plc
from 2012-2021, Rexam plc from 2014-2016 and
Geely Automotive Holdings, Hong Kong, as well
as Volvo Cars Group from 2013-2019. He served
as Chairman of Chemring Group plc from July
2016 to 30 November 2024.
Appointed to the Board 1 September 2017
Eight years on the Board
–
Global career serving the steel industry
–
Strong background in strategic development
and implementation
–
Customer focus and proven record of delivery,
with strong commercial acumen
–
Drive and energy in promoting his
strategic vision
Current external appointments
None.
Career experience
Patrick joined the Group as President of the
Vesuvius Flow Control Business Unit in 2016,
until his appointment as Chief Executive in
September 2017.
Before joining the Group, Patrick served as
Executive Vice President Strategic Growth,
CEO Europe and CEO for Asia, CIS and Africa
for Lhoist company, the world leader in lime
production. Prior to this, he was CEO of the
Nickel division, then CEO of the Manganese
division of ERAMET group, a global
manufacturer of nickel and special alloys.
Appointed to the Board 1 April 2023
Two years on the Board
–
Wealth of international operational
experience and leadership skills
–
Complements the strong performance-
oriented culture and the skills of the
management team
–
Respected leader for the finance and
IT functions
Current external appointments
None.
Career experience
Mark was previously Chief Financial Officer of
the Operations business of John Wood Group
PLC. He has over 20 years of senior financial
experience in a number of international
businesses including Amec Foster Wheeler plc
and Expro International Group Plc. Mark is a
Chartered Accountant qualified with the ICAEW.
Carl-Peter Forster
Chairman
Patrick André
Chief Executive
Mark Collis
Chief Financial Officer
Key to Board Committee membership
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee
Committee Chair
Engagement with the workforce
E
Carla Bailo serves as the designated
Non-executive Director responsible
for workforce engagement.
1.
Cevian Capital is a shareholder of Vesuvius
plc and, at 11 March 2026, held 23.07% of
Vesuvius’ issued share capital.
The data for this graph was collected by asking individuals to self-report against the
categories displayed.
N
Men: 2
Audit & Remuneration Committee members:
Nomination Committee members:
Women: 3
Not specified/prefer not to say: N/A
Men: 3
Women: 4
Not specified/prefer not to say: N/A
Vesuvius plc
Annual Report and Financial Statements 2025
74
Board of Directors
Appointed to the Board 15 May 2024
One year on the Board
–
Strong engineering background
–
Broad and global management skillset in the
industrial and service sectors
–
Experienced UK governance professional
–
Proven management and leadership skills
Current external appointments
Eva currently supports several small companies
and non-profit organisations, and serves as a
Non-executive Director of CLS Holdings plc and
Videndum plc.
Career experience
Eva is an engineer with more than 35 years’
experience in global industrial and service
businesses. She spent 20 years with Ericsson,
focusing on strategy, production development
and international sales, and then became Senior
Vice President and Chief Executive of Telia, the
Scandinavian telecommunications company.
She has served on the board of a range of listed
companies including Acast AB, Bodycote plc,
Keller Group plc, Mr Green & Co AB, Sweco AB,
Tarsier AB, Greencoat Renewables plc and Tele2
AB. She is a member of the Royal Swedish
Academy of Engineering Sciences.
Appointed to the Board 1 June 2024 and as
Chair of the Remuneration Committee from
31 July 2024
One year on the Board
–
Experienced HR practitioner with a broad
range of international experience
–
30+ years’ experience of people management
–
Proven management and leadership skills
Current external appointments
Serves on the advisory board of Conquer AI.
Career experience
Italia has served as a strategic human resources
director in a variety of industries (including
mining, healthcare and financial services), most
recently at AngloGold Ashanti and Gold Fields
Ltd. Her roles have included responsibility for
employees across South Africa, Australia, the
United States, UK, Germany, Belgium, Hong
Kong and several Latin American countries. She
served as a Non-executive Director and member
of the remuneration committee of Polymetal
International PLC from 2019 until 2022.
Appointed to the Board 1 April 2021
Four years on the Board
–
Strong operational experience driving
performance in multinational companies
–
Proven track record of leadership and
international commercial experience
–
Strong focus on technology and in-depth
knowledge of Asian markets
Current external appointments
None.
Career experience
Dinggui has 40 years of operational experience
having worked in multinational companies
including Bosch, Honeywell, Eagle Ottawa and
Sandvik AB. Between 2017 and 2021 he was
Managing Director, China of Formel D Group,
the German global service provider to the
automotive and components industry. Between
2021 and 2024 he served as a Non-executive
Director of Intramco Europe B.V. and between
2021 and 2025 Dinggui was an Operating
Partner of CITIC Capital Holdings Ltd.
Appointed to the Board 4 December 2019
Six years on the Board
–
An experienced strategist, with strong
analytic capability
–
Commercial acumen and a strong track
record of working with a portfolio of
companies to identify scope for operational
and strategic improvement
Current external appointments
Partner of Cevian Capital.
1
Career experience
Friederike is a Partner of Cevian Capital.
She joined Cevian in 2008 and served
as a Non-executive Director on the boards
of thyssenkrupp AG from 2020 to 2023
and Valmet Oyj from 2013 to 2017. These are
both companies in which Cevian was also
invested. Prior to joining Cevian, Friederike
worked at McKinsey & Company. She is
a CFA Charterholder.
Appointed to the Board 1 September 2023 and
as Chair of the Audit Committee from AGM 2024
Two years on the Board
–
Qualified Chartered Accountant, with
significant experience in large multinational
companies
–
Knowledgeable corporate and operational
finance professional
–
Wealth of general management and financial
leadership experience
Current external appointments
Non-executive Director and Chair of the Audit and
Risk Committee of Balfour Beatty plc, Senior
Independent Director of the British Standards
Institution, and Non-executive Member of the
Defence Science and Technology Laboratory.
Career experience
Robert was CEO of Johnson Matthey PLC from
2014 to 2022 and Group Finance Director from
2009 to 2014. Prior to this he worked at WS
Atkins PLC, latterly as Group Finance Director.
He served as a Non-executive Director of RELX
plc until April 2025.
Appointed to the Board 1 February 2023
Three years on the Board
–
Strong engineering and product
management experience
–
Research and development background
gained during more than 40 years working in
the automotive industry
–
International experience and extensive
knowledge of US markets
Current external appointments
Non-executive Director of Advance Auto Parts,
Inc. and the Gatik Safety Advisory Council.
Career experience
Carla was President and CEO of the Center for
Automotive Research (CAR) in the US for five
years, until she stepped down in September
2022. Prior to joining CAR, Carla was Assistant
Vice President for Mobility Research and
Business Development at The Ohio State
University. She spent 25 years at the Nissan
Motor Company, culminating as Senior VP,
Research and Development, Americas and
Total Customer Satisfaction. Carla was a
Non-executive Director of EVe Mobility
Acquisition Corp. until February 2024 and of
SM Energy Company until February 2026.
Eva Lindqvist
Senior Independent Director (SID)
Dinggui Gao
Non-executive Independent Director
Carla Bailo
Non-executive Independent Director
Friederike Helfer
Non-executive Director
Italia Boninelli
Non-executive Independent Director
Robert MacLeod
Non-executive Independent Director
A
A
A
N
N
N
R
R
N
R
E
A
N
R
A
N
R
75
Strategic report
Governance
Financial statements
Patrick André
Chief Executive
Ten years with the Group
For biographical details, please
see the Board of Directors on
page 74.
Nitin Jain
President, Advanced Refractories
Four years with the Group
Appointed as Deputy President,
Advanced Refractories on 1 July
2024 and as President, Advanced
Refractories on 1 January 2025.
Nitin joined Vesuvius in March 2021
as Regional Vice President, Steel
India and South East Asia. Prior to
this he served as Managing
Director India and Market Director
Asia, for Imerys S.A. He has worked
in leadership roles in mergers and
acquisitions, operations, product
management, and sales and
technology, in both North America
and Asia.
Nitin is based in London, UK.
Mark Collis
Chief Financial Officer
Two years with the Group
For biographical details, please
see the Board of Directors on
page 74.
Henry Knowles
General Counsel and
Company Secretary
Twelve years with the Group
Appointed as General Counsel
and Company Secretary in
September 2013. Prior to joining
Vesuvius, Henry spent eight years
at Hikma Pharmaceuticals PLC,
a generic pharmaceutical
manufacturer with significant
operations in the Middle East,
North Africa and the US where he
held the roles of General Counsel
and Company Secretary. Henry is
also responsible for the Group’s
Intellectual Property function.
Henry is based in London, UK.
Manuel Delfino
President, Foundry
Twenty-two years with the Group
Appointed President, Foundry in
July 2025. Manuel joined the Group
in September 2003 and has built
extensive leadership experience
across Vesuvius’ Steel, Foundry and
Sensors & Probes businesses. He
has lived and worked in Venezuela,
Colombia, Brazil, Germany, Mexico
and the US where he most recently
served as Vice President, Flow
Control North America. Manuel is a
mechanical engineer and holds an
MBA from IESA in Venezuela. He
has also completed the Advanced
Management Program at INSEAD.
Manuel is based in London, UK.
Agnieszka Tomczak
Chief HR Officer
Seven years with the Group
Appointed as Chief HR Officer in
October 2018. Agnieszka has over
30 years of senior leadership
experience in multinational
companies spanning various
business sectors and industries.
Prior to joining Vesuvius, she spent
12 years at ICI, which was
subsequently acquired by
AkzoNobel, in regional and
global HR roles.
Agnieszka is based in London, UK.
Changes to the Group
Executive Committee (GEC)
Karena Cancilleri, President,
Foundry, left the Group at the end
of March 2025 and Manuel Delfino
was appointed President, Foundry
effective 1 July 2025. During the
interim period between 1 April
2025 and 1 July 2025, Patrick André
took direct responsibility for the
management of the Foundry
Division.
Pascal Genest
President, Flow Control
Five years with the Group
Appointed President, Flow Control
in January 2021. Pascal joined the
Group from GFG Alliance where he
held the position of CEO Liberty
Ostrava in the Czech Republic.
Prior to this he was CEO of SULB
in Bahrain. Pascal has 20 years’
experience working in the steel
industry, mainly with ArcelorMittal.
He has also worked in consulting,
in private equity and in the
aluminium industry.
Pascal is based in London, UK.
Vesuvius plc
Annual Report and Financial Statements 2025
76
Group Executive Committee
Dear Shareholder,
On behalf of the Board, I am pleased to present Vesuvius’
Corporate Governance Statement for the year ended
31 December 2025.
The Board is responsible for providing effective leadership,
setting the Company’s purpose and strategy, overseeing the
implementation of the strategy by management, and monitoring
the Company’s culture to ensure it remains aligned with the
purpose and provides a safe, healthy environment in which our
people can operate.
This Statement provides an insight into the governance structure
and activities of the Board and its Committees during the year.
It also describes how the Group has complied with the Principles
of the UK Corporate Governance Code (the Code) in 2025. The
table on page 78 signposts where detailed information on each
section of the Code, and its associated Principles, can be found.
The Board’s key focus in 2025 was on continuing to support
management in pursuit of the Group’s strategy. Amongst other
things, it did this by overseeing the acquisition of a stake in
PiroMET, a Turkish company, which will strengthen our Advanced
Refractories business in EEMEA and for which the Board gave its
approval in 2024, as well as with the acquisition in November 2025
of the Molten Metals Systems business from Morgan Advanced
Materials Plc. This acquisition has increased the Group’s exposure
to the fast-growing non-ferrous market segment and to India.
The Board, the constitution of which remains unchanged from last
year, underwent an externally facilitated performance evaluation
in FY25, details of which can be found in the Nomination
Committee report on page 96. This evaluation recognised it had
been a challenging year for the Board in managing the Group’s
activities, but concluded that, overall, the Board and its
Committees were operating effectively, and were considered to
be well-composed with a good, diverse range of skills and
members who are highly experienced across different industrial
sectors and geographies.
Carl-Peter Forster
Chairman
11 March 2026
In this section
Board of Directors on
p74 and 75
Group Executive Committee on
p76
Corporate Governance Statement
p78 to 124
Board Report
p78
Board leadership and Company purpose on
p79
Division of responsibilities on
p82
Audit Committee report on
p87 to 91
Nomination Committee report on
p92 to 96
Directors’ Remuneration Report on
p97 to 124
Also see:
Group’s statement of purpose on
p79
Strategic Report on
p3 to 72
77
Strategic report
Governance
Financial statements
Chairman’s governance letter
2024 UK Corporate Governance Code
The Company applied the Principles of the 2024 UK Corporate Governance Code (the Code), and was fully compliant with
its Provisions, throughout the year ended 31 December 2025. A copy of the Code can be found on the FRC website at:
www.frc.org.uk/library/standards-codes-policy/corporate-governance/uk-corporate-governance-code/.
Information availability
Board leadership and
Company purpose
The Corporate Governance Statement (CG Statement) on pages 78 to 124 gives information on the
Group’s compliance with the Principles relating to the Board’s leadership and Company purpose.
More detailed information on:
–
The Group’s statement of purpose can be found on page 79
–
The Group’s strategy, resources and the indicators it uses to measure performance can be found
on pages 12, 14 and 15, 6 and 7, 16 and 17, and 36 and 37, respectively
–
The Group’s engagement with stakeholders and the Group’s Section 172(1) Statement is contained
in the Section 172(1) Statement and stakeholder engagement section on pages 68 to 72
–
The Group’s approach to workforce matters can be found in the Our people section on pages 24
to 27, with further details of the Group’s approach to employee involvement and engagement
contained in the Section 172(1) Statement on page 69
Details of the Group’s framework of controls is contained in the Audit Committee report on pages 89
and 90 of the CG Statement and in the Risk, viability and going concern section on pages 63 and 64.
Division of
responsibilities
The CG Statement describes the structure and operation of the Board. The Nomination
Committee report, on page 96, describes the process the Company conducts to evaluate the
Board, to ensure that it continues to operate effectively, that individual Directors’ contributions are
appropriate and that the oversight of the Chairman promotes a culture of openness and
constructive yet challenging debate.
Composition,
succession and
evaluation
Details of the skills, experience and knowledge of the existing Board members can be found in the
Board biographies contained on pages 74 and 75. Information on the Board’s appointment
process and approach to succession planning and Board evaluation is contained in the
Nomination Committee report on pages 92 to 96 of the CG Statement.
Audit, risk and internal
control
Information on the policies and procedures the Group has in place to monitor the effectiveness of
the Group’s Internal and External Audit functions and the integrity of the Group’s financial
statements is contained in the Audit Committee report on pages 88 to 90 of the CG Statement,
along with an overview of the procedures in place to maintain an effective risk management and
internal control framework. Further information on the Group’s approach to risk management is
contained in the Risk, viability and going concern section of the Strategic Report on pages 61 to 67.
The Board believes the 2025 Annual Report to be a fair, balanced and understandable assessment
of the Company’s position and prospects. A description of the Audit Committee’s work in enabling
the Board to reach this conclusion is contained in the Audit Committee report on page 89.
Remuneration
The Company’s approach to investing in and rewarding its workforce is described in the Our
people section on pages 24 to 27. The Directors’ Remuneration Report section of the CG Statement
describes the Group’s approach to Directors’ remuneration, including the procedure for developing
policy and the Remuneration Committee’s discretion for authorising remuneration outcomes.
It also includes information about the remuneration consultants appointed by the Remuneration
Committee. Details of the linkage of the Directors’ Remuneration Policy with long-term strategy is
contained on page 97 and also highlighted on pages 16 and 17, and 36 and 37 in the sections on
Key Performance Indicators.
The aforementioned sections are incorporated into the Corporate Governance Report by reference.
Board Report
Vesuvius plc
Annual Report and Financial Statements 2025
78
Corporate Governance Statement
Board leadership and Company purpose
The Board is responsible for leading the Group in an efficient
and entrepreneurial manner, establishing the Group’s purpose
and strategy, and satisfying itself that these are aligned with
the Group’s culture. It focuses primarily on strategic and policy
issues and is responsible for ensuring the long-term sustainable
success of the Group. It also oversees the allocation of resources
and monitors the performance of the Group in pursuit of this
strategy. It is responsible for effective risk assessment and
management of the Group’s risk profile. When carrying out these
duties, the Board has regard to the interests of the Group’s key
stakeholders and is cognisant of the potential impact of its
decisions on the wider society.
Purpose
Vesuvius is a global leader in molten metal flow engineering
and technology, serving process industries operating in
challenging high-temperature conditions. We think beyond
today to create the innovative solutions that will shape the
future, delivering products and services that help our
customers make their industrial processes safer, more
efficient and more sustainable. We aim to deliver
sustainable, profitable growth to provide our shareholders
with a superior return on their investment. We provide our
employees with a safe place to work, where they are
recognised, developed and properly rewarded.
Information on the Group’s strategic targets can be found on
page 12. The Board has identified a number of Key Performance
Indicators (KPIs) which provide information on key aspects of the
Group’s financial and non-financial performance. Reviewing this
information assists the Board in assessing progress with the
execution of the Group’s strategy and determining any remedial
action that needs to be taken. Detailed information on the Group’s
financial and non-financial KPIs can be found on pages 16 and 17,
and 36 and 37, respectively.
The Group has established a framework of controls to enable risk
to be assessed and managed. Further information on this can be
found in the Audit Committee report, risk and internal control
section on page 89.
Sustainability
Vesuvius recognises that lasting business success is measured not
only in financial performance but in the way in which the Group
deals with its stakeholders, namely its customers, suppliers,
business associates, employees, investors and local communities.
Our sustainability strategy supports the Group’s key strategic
objectives which are focused on creating a better tomorrow in a
profitable and sustainable way. The Board has set specific targets
concentrated on ways in which the Group can improve its impact
on our planet, our communities and our people, and improve the
impact of our customers through a process of continuous
improvement and the development of new and innovative
products. The Board monitors these targets and oversees the
output of the Sustainability Council in spearheading new activities
to enhance Group performance. Further information can be
found in the Non-Financial and Sustainability Information
Statement on pages 35 to 60.
Culture
The Board monitors the corporate culture of the Group. The
Group’s CORE Values – Courage, Ownership, Respect and Energy
– define our behaviours across the business and are the practical
representation of the culture we seek to foster, aligning with the
Company’s purpose and strategy, and supporting our
governance and control processes. These Values are prominently
displayed at all sites. Our CORE Values are reinforced in our
performance management systems, which ensure that they are
firmly embedded in our day-to-day conversations and
behaviours. Further detail can be found on page 57.
The CORE Values are supported by the Group’s Code of Conduct
which sets out the standards of conduct expected, without
exception, of everyone who works for Vesuvius in all of its
worldwide operations. The Code of Conduct emphasises the
Group’s commitment to ethical behaviour and compliance with
the law. It also covers every aspect of Vesuvius’ approach to
business – from the way in which the Group engages with its
customers, employees, markets and each of its other
stakeholders, through to the safety of employees and their places
of work. Everyone within Vesuvius is held individually accountable
for upholding these standards.
The Board seeks to ensure that the Group’s workforce policies and
practices are consistent with the Group’s long-term sustainable
success. Further information about these policies can be found in
the Our people and A responsible company sections of the Annual
Report on pages 24 to 27 and 57 to 60 as well as on our website at
www.vesuvius.com. Additional information on the Group’s
approach to diversity can be found in the Nomination Committee
report on pages 94 and 95. Information on the Group’s Speak Up
confidential employee concern helpline is set out on page 81.
Board site visits
The Non-executive Directors undertook an extensive programme
of site visits in 2025. A full off-site Board visit was held in India, with
Directors visiting Vesuvius’ sites in Kolkata, Pune and
Visakhapatnam, together with a customer’s Vijayanagar steel
mill. In addition, the Non-executive Directors visited sites in Ghlin
in Belgium, Piedade and São Paulo in Brazil, Welland in Canada,
Borken and Großsalmerode in Germany, and Skawina in Poland,
during the year. The visits provided the Board with the opportunity
to meet local management, and hear firsthand about business
performance, and local opportunities and challenges. During the
visits the Directors were also able to interact with a cross-section
of employees, from various functions and organisational levels.
The majority of visits included holding ‘town hall’ meetings, which
provided the Non-executive Directors with the opportunity to
engage with the workforce to hear the views of employees and
answer their questions about the Company and its progress.
The Non-executive Directors were able to engage in discussions
on culture and purpose, and provided direct feedback at
subsequent Board meetings on their perceptions of each site and
any potential areas for improvement. This also allowed for the
highlighting of examples of best practice that could be shared
more widely.
79
Strategic report
Governance
Financial statements
Assessment of culture
During the year, the Board’s assessment of the Group’s culture considered the following:
The Board focused on ensuring that there was a consistent culture
across the Group, underpinned by the CORE Values. During their
site visits, referred to above, together with the site visits
undertaken by the Chief Executive and Chief Financial Officer
throughout the year, the Directors as a whole also assessed the
extent to which the Values were understood and motivated
employee behaviour. They then reported back on their individual
findings. In 2025, nominations were once again sought for the
Group’s peer-nominated Living the Values Awards. The Board
was delighted that there were over 900 nominations, showcasing
examples of individuals and teams delivering on and going
beyond the CORE Values. Regional Managers and members of
the Group Executive Committee presented regional and global
awards as part of the process of recognising those individuals who
exemplify our Values. The global awards presentation was hosted
online to allow all employees to join and celebrate the examples of
Vesuvius’ Values in action.
As part of the Board’s rolling agenda, the Board received reports
from each Business Unit President on their business strategy, new
commercial initiatives and future technology trends. The Board
also received reports on the key commercial achievements across
the Business Units as part of regular reporting from the Chief
Executive. As discussed in the Nomination Committee report on
page 95, the Nomination Committee supported this agenda by
monitoring the recruitment, development and retention of key
talent across the Group to execute the Group’s strategy.
The engagement and openness of the senior managers who
presented to the Board and Committees during the year,
along with the employees the Board met during site tours, was
assessed in terms of the Group’s culture. These firsthand reviews
were supported by the Directors’ regular review of the output
of the Group’s Speak Up processes. As discussed in the Audit
Committee report on page 90, qualitative feedback from
External and Internal Audit was sought by the Audit Committee
as to how transparent/engaged managers had been throughout
audit interactions.
In 2025, the Board received detailed briefings on the Group’s key
customers, and their concentration, diversity and core challenges,
alongside information on the state of the Group’s markets. They
also reviewed the initiatives undertaken in the Company to
understand value drivers at our customers, to underpin our
solutions-focused business model, and communicate the value
contributed to customers by our products. The Chief Executive
provided updates on key customer issues, and undertook a range
of customer visits, meeting face-to-face with customers to discuss
business challenges and future prospects. During the Board site
visit to India in September, the Directors visited a key Steel Division
customer to hear their views on the Vesuvius offering.
Throughout the year, the Board also received regular updates
on quality performance, with detailed analysis of any specific
quality issues.
The Board met its diversity target in 2024, and in 2025 women
continued to occupy 44% of directorships on the Board. The
Nomination Committee continued to monitor progress on the
achievement of the Group’s gender diversity target. We had set a
target to achieve 25% female representation in the Senior
Leadership Group, which comprises c. 150 individuals, by 2025.
At the end of 2025, women represented 21% of this Group. We will
continue to strive to achieve this target going forward. The Board
also reviewed the results of the employee engagement survey.
At each meeting during the year, the Board received an update on
material safety issues affecting the Group’s employees. The
Board receives reports at every Board meeting on the Group’s
performance against safety targets and reviews all Lost Time
Incidents and the follow-up action taken. In addition, the Board
also received two reports on the progress of the Group’s safety
programmes. During the year, the Directors used their individual
site visits to assess each site’s commitment to safety, and the
Executive Directors and Group Executive Committee members’
Long-Term Incentives include a safety target alongside other
sustainability measures. A core tenet of the Group’s Sustainability
initiative is a focus on ensuring the Group affords a safe working
environment to all its employees. The Board has set a Group
safety target of less than one Lost Time Injury per million hours
worked. This equates to an average of less than two work-related
Lost Time Injuries or lost time illnesses per month. The Board
remains encouraged with the progress made in safety initiatives,
although following the record low in 2024, the rate of Lost Time
Injuries increased to 0.7 in 2025. This was as a result of a slight
deterioration in the number of injuries and a small number of
incidents that occurred at sites acquired during the year, where
the level of safety maturity is not the same as the wider Vesuvius
Group. It is a key focus of the integration of any acquisition that
the acquired businesses operate at the same level of commitment
to safety as the existing Group. The Board continues to recognise
the further work required to reach the Group’s ultimate aim of
zero accidents.
Sadly, in 2025, the Group suffered the loss a colleague when
returning from a business trip. This tragic accident serves as a
clear reminder to all in the Group about how essential our
commitment to safety must continue to be.
Adherence to the CORE Values
Entrepreneurship
Transparency
Customer focus
Diversity and respect for local cultures
Commitment to safety
Vesuvius plc
Annual Report and Financial Statements 2025
80
Corporate Governance Statement
continued
Section 172 duties
The Directors are cognisant of the duty they have under Section
172 of the Companies Act 2006 to promote the success of the
Company over the long term for the benefit of shareholders as a
whole, whilst also having regard to a range of other key
stakeholders. In performance of its duties throughout the year, the
Board had regard to these duties and remained cognisant of the
potential impact on these stakeholders of the Group’s activities.
Details of the Board and the Company’s engagement with
stakeholders during the year can be found in the Section 172(1)
Statement on pages 69 to 72.
Whistleblowing policy
Speak Up
All Vesuvius employees can speak up without fear of retaliation,
either to Vesuvius management or via independent channels.
The operation of our Speak Up policy is overseen by the Board.
Details of it are provided on the internal Vesuvius website and
communicated by local language posters in all our locations. A
third-party operated confidential Speak Up service is available
365 days per year, 24 hours per day, to anyone wishing to raise
concerns anonymously or in situations where they feel unable to
report directly. Details of the portal can also be found on the
Vesuvius website. This independent facility supports online
reporting through a web portal and reporting by phone or by
voicemail. Ensuring global accessibility, employees can
communicate in any of our 29 functional languages.
All reports received are reviewed and, where appropriate,
investigated, and feedback is provided to the reporter via the
helpline portal. Vesuvius’ Speak Up service is highlighted during
internal compliance training and new joiner inductions. No
Vesuvius employee will ever be penalised or disadvantaged for
reporting a legitimate concern in good faith. Reports received
via Speak Up channels are managed by the dedicated Ethics
and Compliance team under the supervision of the Group Head
of Compliance and the General Counsel. When received,
reports are assessed for risk and category of concern. All
reports are considered in line with a protocol for review,
investigation, action, closure and feedback, independent of
management lines where necessary, and involving senior
Business Unit or HR management as appropriate. For complex
issues, formal investigation plans are drawn up, and support
from external experts is engaged where necessary.
Feedback is recognised as an important element of the Speak
Up process and we aim to acknowledge all cases within seven
days of receipt. The Group monitors the volume, geographic
distribution and range of reports made to the Speak Up facility
to ascertain whether there are significant regional compliance
concerns, or particular themes that recur, and whether this
indicates that there are countries where access to this facility is
less well understood or publicised.
During 2025, the Board received updates on the nature and
volume of reports received by the confidential Speak Up
helpline, key themes emerging from these reports, and the
results of investigations undertaken. Further details on specific
issues were provided where requested. In 2025, the Group
received a total of 410 concerns and questions via Speak Up
channels. Each one of these was reviewed and, where
appropriate, investigated. 18% of all reports were attributed to
routine business process management matters and channelled
for management resolution in accordance with the appropriate
business process. In 2025, the average time from report
registration to case closure was 49 days, which is in line with
best practices for internal investigations, where cases are
typically closed within 90 days. Similar to prior years, the
majority of these reports related to HR issues, followed by
business integrity and health and safety matters. Of the small
number of reports received that contained allegations of
violations of our Code of Conduct, thorough investigations
were carried out and, where appropriate, disciplinary action
was taken.
81
Strategic report
Governance
Financial statements
The Chairman and Chief Executive
The division of responsibilities between the Chairman and the Chief Executive is set out in writing. These role descriptions were reviewed
during the year as part of the Company’s annual corporate governance review. They are available to view on the Company’s website:
www.vesuvius.com.
Responsible for Group strategy,
risk management, succession and
policy issues. Sets the Purpose, Values
and culture for the Group. Monitors
the Group’s progress against the
targets set
Provides leadership and guidance
for the Board, promoting a high
standard of corporate governance.
Sets the Board agenda and chairs
and manages meetings. Independent
on appointment, he is the link
between the Executive and
Non-executive Directors
Division of responsibilities
The Board
Chairman
Develops strategy for review and
approval by the Board. Directs,
monitors and manages the
operational performance of the
Company. Responsible for the
application of Group policies,
implementation of Group strategy
and the resources for their delivery.
Accountable to the Board for
Group performance
Chief Executive
Exercise a strong, independent voice,
constructively challenging and
supporting the Executive Directors.
Scrutinise performance against
objectives and monitor financial
reporting. Monitor and oversee risks
and controls, determine Executive
Director remuneration and manage
Board succession through their
Committee responsibilities. The
Non-executive Directors meet at least
twice a year without the Executive
Directors being present
Non-executive Directors
Acts as a sounding board for the
Chairman, an alternative contact for
shareholders and an intermediary
for other Non-executive Directors.
Leads the annual evaluation of the
Chairman and recruitment process
for the Chairman’s replacement,
when required
Senior Independent Director
Advises the Chairman on governance, together with providing updates on regulatory and compliance matters. Supports the
Board agenda with clear information flow. Acts as a link between the Board and its Committees and between the Non-executive
Directors and senior management
Company Secretary
Supports the Chief Executive in
developing strategic direction and
works with the Board to develop and
implement the Group’s strategy.
Directs, monitors and manages the
finance and IT functions to ensure the
Company’s financial objectives are
met, ensuring sound financial
management and control of the
Company’s business
Chief Financial Officer
Vesuvius plc
Annual Report and Financial Statements 2025
82
Corporate Governance Statement
continued
The Board
The Board has a formal schedule of matters reserved to it and
delegates certain matters to its Committees. It is anticipated that
the Board will convene on seven occasions during 2026, holding
ad hoc meetings to consider non-scheduled business if required.
Directors’ independence
The Board considers that, for the purposes of the UK Corporate
Governance Code, 62.5% of the Board – five of the current
Non-executive Directors (excluding the Non-executive Chairman),
namely Carla Bailo, Italia Boninelli, Dinggui Gao, Eva Lindqvist
and Robert MacLeod, are independent of management and free
from any business or other relationship which could affect the
exercise of their independent judgement. Friederike Helfer is a
Partner of Cevian Capital, which continues to hold 23% of
Vesuvius’ issued ordinary share capital (excluding Treasury
shares). As a result, Friederike Helfer is not considered to be
independent. The Chairman satisfied the independence criteria
on his appointment to the Board. The Board and its Committees
have a wide range of skills, experience and knowledge, and
further details of each Director’s individual contribution in this
regard can be found in their biographies on pages 74 and 75.
Board Committees
The principal governance Committees of the Board are the Audit,
Nomination and Remuneration Committees. Each Committee
has written terms of reference which were reviewed and, where
applicable, updated during the year to reflect the requirements
of the revised UK Corporate Governance Code. These terms
of reference are available to view on the Company’s website:
www.vesuvius.com.
Committee composition is set out in the relevant Committee
reports. No one, other than the Committee Chair and members of
the Committee, is entitled to participate in meetings of the Audit,
Nomination and Remuneration Committees. However, as
detailed in the Committee reports, where the agenda permits,
other Directors and senior management regularly attend by
invitation, supporting the operation of each of the Committees in
an open and transparent manner.
The interactions in the governance process are shown in the
schematic below and on the facing page.
Group Executive Committee
The Group also operates a Group Executive Committee, which is
convened and chaired by the Chief Executive and assists him in
discharging his responsibilities. During 2025, the GEC comprised
the Chief Executive, Chief Financial Officer, the main Business Unit
Presidents, the Chief HR Officer and the General Counsel/
Company Secretary. The GEC met for six formal multi-day
meetings and two R&D reviews during 2025.
To monitor the integrity of
financial reporting and to assist
the Board in its review of the
effectiveness of the Group’s
internal controls and risk
management systems
Chair
Robert MacLeod
Membership
All independent
Non-executive Directors
To approve specific funding and
treasury-related matters in
accordance with the Group’s
delegated authorities or as
delegated by the Board
Chair
Carl-Peter Forster, Chairman
Membership
Chairman, Chief Executive,
Chief Financial Officer and
Group Treasurer
To facilitate the administration
of the Company’s share schemes
Chair
Any Board member
Membership
Any two Directors or any
two Directors and the
Company Secretary
To determine the remuneration
policy for the Executive Directors
and set the appropriate
remuneration for the Chairman,
Executive Directors and senior
management
Chair
Italia Boninelli
Membership
All independent
Non-executive Directors
To advise the Board on
appointments, retirements and
resignations from the Board and
its Committees and to review
succession planning and talent
development for the Board and
senior management
Chair
Carl-Peter Forster, Chairman
(except when considering
his own succession, in which
case the Committee would
be chaired by the Senior
Independent Director)
Membership
Chairman and the
Non-executive Directors
Administrative Committees
In addition, the Board delegates certain responsibilities to a Finance
Committee and Share Scheme Committee, which operate in accordance
with the delegated authority agreed by the Board
Governance Committees
Board
Audit Committee
Finance Committee
Remuneration Committee
Share Schemes Committee
Nomination Committee
83
Strategic report
Governance
Financial statements
2025 Board programme
The Board discharges its responsibilities through an annual programme of meetings.
At each of the regularly scheduled meetings, a number of standard items were considered.
These included:
–
Directors’ duties, including those in respect of S172, and conflicts of interest
–
Minutes of the previous meeting and matters arising
–
Reports from the Chief Executive (CE) and the Chief Financial Officer (CFO) on key aspects of the business, and from the General
Counsel and Company Secretary on governance matters
In 2025, the Board focused on key areas of strategy, performance and governance, including the matters outlined below:
Strategy
–
Reviewing M&A opportunities
–
Approving the acquisition of the Molten Metal Systems business from Morgan Advanced Materials Plc
–
Receiving and reviewing reports on strategy from the Flow Control, Advanced Refractories, Foundry and
Sensors & Probes Business Units
–
Receiving and reviewing regular reports from the CE on the implementation of the Group’s strategic
objectives, and monitoring the Group’s achievement of its cost-saving targets
–
Reviewing the progress of the Group’s sustainability agenda, including receiving updates on the Group’s
health, safety and environmental objectives
–
Reviewing the development and implementation of an enhanced manufacturing quality recording and
reporting system
–
Participation in a two-day off-site review of strategy attended by the three main Business Unit Presidents
and the Company’s key financial advisers
–
Receiving and considering a progress report on the Group’s R&D strategy and objectives
–
Receiving and considering an update on the Group’s People strategy and objectives
–
Receiving and considering reports on the Group’s key customers, its legal and compliance activities and the
management of the Group’s key litigation
Performance
–
Receiving regular business reports from the CE on business highlights including the Divisions’ commercial
activities, changes in the Group’s markets and procurement practices
–
Receiving regular reports on the Group’s financial performance against key indicators
–
Receiving biannual reports on progress against the Group’s sustainability targets and reviewing updated
targets for 2025 to 2030
–
Receiving regular safety reports and summaries of the investigations conducted after serious safety incidents
–
Receiving regular reports on performance against product quality targets
–
Scrutinising the Group’s financial performance and forecasts
–
Reviewing and agreeing the annual budget and financial plans
–
Approving the Group’s trading updates, and preliminary and half-year results announcements
Governance
–
Receiving regular reports from the Board Committees
–
Approving the Annual Report and Notice of AGM
–
Approving the payment of the interim dividend, and approving the recommendation of the payment of the
final dividend subject to shareholder approval
–
Reviewing the Group’s internal controls, risk management practices and risk appetite, monitoring the
Group’s key risks and approving the Group’s risk register
–
Reviewing and approving the Group’s Modern Slavery Statement
–
Reviewing information received through the Group’s Speak Up reporting processes, including
investigation outcomes
–
Reviewing the Group’s external sustainability ratings
–
Approving the Group’s UK tax strategy
–
Reviewing and approving the level of fees for the Non-executive Directors
–
Completing an evaluation of the Board and Committees’ performance, and reviewing progress against
the improvement actions identified in the 2024 Board evaluation
–
Reviewing the Board’s engagement with employees, including feedback from the Directors’ site visits and
the results of the Group engagement survey
–
Receiving regular updates on corporate governance and regulatory developments, and conducting the
formal annual review of the Group’s governance arrangements
Vesuvius plc
Annual Report and Financial Statements 2025
84
Corporate Governance Statement
continued
Information and support
The Board ensures that it receives information in a timely manner
and of a quality that enables it to adequately discharge its
responsibilities. Papers are provided to the Directors in advance of
the relevant Board or Committee meeting to enable them to make
further enquiries about any matters prior to the meeting should
they wish. This also allows Directors who are unable to attend to
submit views to the relevant Chair in advance of the meeting.
In addition to the formal Board processes, the Chief Executive
provides updates on important Company business issues
between meetings, and the Board is provided with regular reports
on key financial and management information. The Directors also
receive regular updates on shareholder matters, together with
copies of analysts’ notes issued on the Company. For the
distribution of all information, Directors have access to a secure
online portal, which includes a reference section containing
relevant background information.
All Directors have access to the advice and services of the
Company Secretary.
There is also an agreed procedure in place for Non-executive
Directors, in the furtherance of their duties, to take independent
legal advice at the Company’s expense.
Directors’ conflicts of interest
The Board has established a formal system to authorise situations
where a Director has an interest that conflicts, or may possibly
conflict, with the interests of the Company (situational conflicts).
Directors declare situational conflicts so that they can be
considered for authorisation by the non-conflicted Directors.
In considering a situational conflict, the non-conflicted Directors
act in a way which they consider would be most likely to promote
the success of the Company and its stakeholders. This means they
may impose limits or conditions when giving authorisation as they
think appropriate.
The Company Secretary records the consideration of any conflict
and any authorisations granted. The Board believes that the
approach it has in place for reporting situational conflicts
continues to operate effectively. The Board has authorised
(subject to certain exceptions) any potential or actual conflicts of
interest that might arise as a result of Ms Helfer’s role as a Partner
of Cevian Capital AG.
Board and Committee attendance
The attendance of Directors at the Board meetings held in 2025, and at meetings of the principal Committees of which they are
members, is shown in the table below. The maximum number of scheduled meetings in the period during which the individual was a
Board or Committee member is shown in brackets.
Board
Audit
Committee
Remuneration
Committee
Nomination
Committee
%
attendance
1
Chairman
Carl-Peter Forster
7 (7)
–
–
4 (4)
100%
Executive Directors
Patrick André
7 (7)
–
–
–
100%
Mark Collis
7 (7)
–
–
–
100%
Non-executive Directors
Carla Bailo
7 (7)
4 (4)
6 (6)
4 (4)
100%
Italia Boninelli
7 (7)
4 (4)
6 (6)
4 (4)
100%
Dinggui Gao
7 (7)
4 (4)
6 (6)
4 (4)
100%
Friederike Helfer
7 (7)
4 (4)
6 (6)
4 (4)
100%
Eva Lindqvist
7 (7)
4 (4)
6 (6)
4 (4)
100%
Robert MacLeod
7 (7)
4 (4)
6 (6)
4 (4)
100%
1.
The table reflects the number of Board and Committee meetings that the Directors could have attended during the year.
The Chairman and Non-executive Directors have letters of
appointment which set out the terms and conditions of their
directorship. An indication of the anticipated time commitment is
provided in recruitment role specifications, and each Non-executive
Director’s letter of appointment provides details of the meetings
that they are expected to attend, along with the need to
accommodate travelling time. Non-executive Directors are
required to set aside sufficient time to prepare for meetings, and
to regularly refresh and update their skills and knowledge.
Copies of all contracts of service or, where applicable, letters of
appointment of the Directors, are available for inspection during
business hours at the registered office of the Company and are
available for inspection at the location of the Annual General
Meeting (AGM) for 15 minutes prior to and during each AGM.
All Non-executive Directors have agreed to commit sufficient time
for the proper performance of their responsibilities,
acknowledging that this will vary from year to year depending on
the Group’s activities. This time commitment allows for visiting
operational and customer sites around the Group. The Chairman
in particular dedicates a significant amount of time to Vesuvius in
discharging his duties.
85
Strategic report
Governance
Financial statements
Directors are expected to attend all scheduled Board and
Committee meetings and any additional ad hoc meetings as
required. Each Director’s other significant commitments are
disclosed to the Board during the process prior to their
appointment and they are obliged to notify the Board of any
subsequent changes.
The Company has reviewed the availability of the Chairman and
the Non-executive Directors when performing their duties and
continues to consider that each of them can, and in practice does,
devote the necessary amount of time to the Company’s business.
Composition, evaluation and succession
Appointment and replacement of Directors
The Company’s Articles of Association specify that Board
membership should not be fewer than five nor more than 15
Directors, save that the Company may, by ordinary resolution,
from time to time, vary this minimum and/or maximum number.
The Articles also specify that, at every AGM, any Director who has
been appointed by the Vesuvius Board since the last AGM,
together with any Director who held office at the time of the two
preceding AGMs and who did not retire at either of them, shall
retire from office. However, in accordance with the requirements
of the Code, all Directors will offer themselves for re-election at
the 2026 AGM. The Board believes that each of the current
Directors continues to be effective and demonstrates
commitment to their respective role. Accordingly, the Board
recommends that shareholders approve the resolutions to be
proposed at the 2026 AGM relating to the election of the
Directors. Biographical details of the Directors offering
themselves for election, including details of their other
directorships and relevant skills and experience, will be set out in
the 2026 Notice of AGM. The Directors’ biographies are also set
out on pages 74 and 75 of this Annual Report.
As explained in the Nomination Committee’s report on page 93,
recommendations for appointments to the Board are made by
the Nomination Committee, which is also responsible for
overseeing the maintenance of an effective succession plan for
the Board and senior management.
A comprehensive induction programme is available to new
Directors. The induction programme is tailored to meet the
requirements of the individual appointee and explains the
dynamics and operations of the Group, and its markets and
technology. The induction includes, as a minimum, a series of
meetings with key Group executives, along with site visits to the
Group’s key strategic sites. Further details are set out in the
Nomination Committee report on page 94.
The Chairman, through the Company Secretary, continues to
ensure that there is an ongoing process to review training and
development needs for members of the Board. Directors are
provided with details of seminars and training courses relevant to
their role and are encouraged to attend them. External input on
legal and regulatory developments impacting the business is
also given, as appropriate, with specialist advisers invited to
the Board and Committee meetings to provide briefings on
material developments.
In 2025, regulatory updates were provided as a standing item at
each Board meeting in a Secretary’s Report and at each
Remuneration Committee meeting in a Remuneration Update
Report. Information on developments impacting the work of the
Audit Committee is provided to the Committee by the Finance
team and Auditors. In 2025, the Board received presentations on
material topics such as the continuing changes in political and
industrial dynamics, and the Audit Committee continued to review
the progress of the Company’s work on the new corporate reform
measures which will require the Board to confirm the effectiveness
of the Company’s material controls.
Performance evaluation
The Board carries out an evaluation of its performance and that
of its Committees and individual Directors, including the
Chairman, every year. Details of the evaluation conducted in 2025
can be found in the Nomination Committee report.
Audit, risk and internal control
The Board is responsible for setting the Group’s risk appetite and
ensuring that appropriate risk management systems are in place.
The Audit Committee assists the Board in reviewing the
effectiveness of the system of internal control, including financial,
operational and compliance controls, and risk management
systems. The Group’s approach to risk management and internal
control is discussed on pages 61-65 and the Group’s principal risks
and how they are being managed or mitigated are detailed on
pages 66 and 67. The Viability Statement which considers the
Group’s future prospects is included on page 65. Risk
management and internal control are also discussed in
greater detail in the Audit Committee report.
All of the independent Non-executive Directors serve on both the
Audit and Remuneration Committees. They therefore bring their
experience and knowledge of the activities of each Committee to
bear when considering critical areas of judgement. This means
that, for example, the Directors are able to consider carefully the
impact of incentive arrangements on the Group’s risk profile and
ensure that the Group’s Remuneration Policy and programme are
structured to align with the long-term objectives and risk appetite
of the Company.
Remuneration
The Directors’ Remuneration Report on pages 97 to 124 is
incorporated into this Corporate Governance Report by
reference. It describes the work of the Remuneration Committee
in developing the Group’s policy on executive remuneration,
determining Director and senior management remuneration,
reviewing workforce remuneration and related policies – including
ensuring that these align with the Group’s strategic objectives and
culture, and overseeing the operation of the executive share
incentive plans. It also includes information on the Group’s
remuneration advisers.
Vesuvius plc
Annual Report and Financial Statements 2025
86
Corporate Governance Statement
continued
Dear Shareholder
I’m pleased to present the Audit Committee’s report for 2025.
The foundation of the Committee’s work is a recurring programme
of activities which are defined in an annual rolling timetable. The
Committee then considers additional items as matters arise or
priorities change. In 2025, in conjunction with the CFO, I reviewed
the rolling agenda of the Committee to ensure that it remained
relevant and that the Committee was addressing the key financial,
risk and control, and audit matters. During the year, alongside the
usual items of business, the Committee developed a plan for the
forthcoming external audit tender, reviewed procurement
processes in Brazil, and undertook a ‘deep dive’ on the Group’s
inventory. In addition, it received a presentation from the Foundry
Finance VP on Foundry finance matters and further updates on
the implementation of the finance function strategy, which is
focused on enhancing business support, driving efficiency,
and strengthening internal controls.
Robert MacLeod
Chair of the Audit Committee
11 March 2026
Membership and attendees
The Audit Committee comprises all the independent Non-executive
Directors of the Company. It is chaired by Robert MacLeod who
is a Chartered Accountant and served as Finance Director of
W.S. Atkins Plc and Johnson Matthey Plc for ten years. Robert’s
background provides him with the ‘recent and relevant financial
experience’ as required under the Code. The Board considers that
the Audit Committee as a whole has competence relevant to
Vesuvius’ business sector.
The Committee met four times during 2025 and once in 2026 prior
to the signing of this Annual Report. The Board Chairman, the
non-independent Non-executive Director, the Chief Executive,
the Chief Financial Officer, and the Group Head of Internal Audit
were all invited to each meeting. Other management staff
attended as appropriate.
Between meetings, the Audit Committee encourages open
dialogue between the External Auditors, the management team
and the Group Head of Internal Audit to ensure that emerging
issues are addressed in a timely manner.
Role of the Committee
The Audit Committee is responsible for ensuring that policies
and procedures are in place to ensure the independence and
effectiveness of the Internal and External Audit functions. It also
reviews the effectiveness of the Group’s Internal and External
Audit functions, in addition to monitoring the integrity of the
Group’s financial and narrative statements.
The Committee operates under formal terms of reference which
were reviewed during the year. They were updated to include the
new requirements in relation to the effectiveness of internal
controls contained in Provision 29 under the UK Corporate
Governance Code with effect from 1 January 2026. Within these
terms, the Committee and its individual members are empowered
to obtain outside legal or other independent professional advice
at the cost of the Company. These powers were not utilised during
the year.
The Committee may also secure the attendance at its meetings of
any employee or other parties with relevant experience and
expertise should it be considered necessary.
Carla Bailo
Italia Boninelli
Dinggui Gao
Eva Lindqvist
The Company Secretary is
Secretary to the Committee
Robert MacLeod
– Committee Chairman
87
Strategic report
Governance
Financial statements
Audit Committee
–
Reviewed the half-year and annual Financial Statements and
recommended their approval to the Board
–
Reviewed the Preliminary and Interim Results announcements
–
Reviewed the significant issues and judgements impacting the
financial statements, as described on page 89
–
Considered the going concern and viability statements,
including the assessment of the significant risks to the business
model, and scenario analysis
–
Considered compliance with the TCFD reporting requirements
–
Reviewed the Group’s tax position and Tax Strategy, and
recommended that the Board approves the Group’s UK
tax strategy
–
Received a presentation from the VP Finance Foundry on the
work of the Foundry finance function
–
Undertook a ‘deep dive’ into the Group’s inventory, focusing on
the levels of aged inventory and the appropriateness of
provisions for obsolete stock
–
The Committee advised the Board on whether the Annual
Report and Financial Statements, taken as a whole, are fair,
balanced and understandable and provide the information
necessary for shareholders to assess the Group’s position and
performance, business model and strategy
–
Reviewed the 2025 Audit Strategy and approved the
engagement letter. Recommended the reappointment of PwC
to the Board and agreed the annual fees
–
Reviewed reports from PwC, including key accounting and
audit judgements
–
Monitored independence, objectivity and effectiveness
–
Reviewed the findings of the FRC’s annual Audit Quality and
Inspection Report
–
Reviewed and approved the non-audit services provided
by PwC
–
Reviewed the effectiveness of the External Audit process
–
Agreed the plan and timetable for the audit tender process
Financial reporting
External Audit
How the Audit Committee delivered on its responsibilities in 2025
–
Received reports from the Internal Audit function summarising
activity and findings, and monitored the actions being taken to
address recommendations
–
Reviewed the role, effectiveness and resourcing of the Internal
Audit function, including for the delivery of the 2025 Internal
Audit Plan
–
Reviewed and considered the proposed 2026 Internal
Audit plan
–
Met with the Group Head of Internal Audit without
management being present
–
Met with the External Auditor without management
being present
–
Received an update on the Group’s approach to managing
cyber risk from the Group’s CFO and considered the Group’s
cyber security strategy
–
Received regular updates on the progress in implementation of
the Group’s finance strategy
–
Reviewed risk management processes and the effectiveness of
internal controls
–
Considered the Group’s procedures for detecting fraud, and
carried out a review of alleged instances of fraud notified to
the Committee
–
Reviewed the progress of work to standardise and improve the
control environment for global purchasing
–
Reported to the Board on how the Committee has discharged
its responsibilities
–
Arranged for periodic reviews of its own performance and
reviewed its constitution and terms of reference to ensure it is
operating effectively, and recommended any changes it
considered necessary to the Board for approval
–
Reviewed the Committee’s activities to ensure adherence to the
FRC’s Minimum Standard
–
Monitored the actions being taken by the Company to ensure it
would be able to comply with the new Provision 29 requirements
of the UK Corporate Governance Code for companies to make
a declaration of the effectiveness of material controls
–
Approved amendments to its terms of reference and monitored
developments in corporate governance
–
Reviewed the results of the Committee’s performance
evaluation, including its effectiveness, as part of the wider
Board evaluation process undertaken in 2025
Risk management and internal control
Governance
Vesuvius plc
Annual Report and Financial Statements 2025
88
Audit Committee
continued
Significant issues and material judgements
The Committee considered the following significant issues taking
into account the level of materiality and the degree of judgement
exercised by management.
The Committee resolved that the Group and Company have
adopted appropriate accounting policies, and that the
judgements and estimates made on each of the significant issues
detailed below were appropriate.
Impairment of goodwill
The assessment of the carrying value of goodwill involves
significant estimates related to future cash flows, long-term
growth rates and discount rates.
The Committee received a report from management outlining
the methodology, key assumptions and sensitivity analysis.
The Committee considered whether the key assumptions were
appropriate and the extent to which the valuation was sensitive
to changes.
The Committee was satisfied with the assumptions used and that
a sufficient level of headroom remains.
Separately reported items
The Group reports certain items separately where this is
considered to provide users with a better understanding of the
underlying trading performance of the business. This includes cost
reduction programme expenses and acquisition-related
expenses. Classification of such items is judgemental.
The Committee reviewed an analysis outlining the nature and
materiality of the expenses being reported separately prepared
by management, as well as the associated disclosures.
The Committee was satisfied that the items separately reported
were appropriate and disclosures sufficiently transparent.
Acquisition accounting
During the year, the Group acquired the Molten Metal Systems
business and PiroMET. There is judgement and estimation in
accounting for acquisitions, particularly in identifying and valuing
assets and liabilities acquired.
The Committee received a paper from management outlining
the purchase price allocation exercise. The Committee reviewed
the significant judgements and estimates used, noting that
third-party experts had been used to support the purchase
price allocation. Key estimates such as the expected useful
lives, forecast growth rates and customer attrition rates
were considered.
The Committee was satisfied that the key assumptions used in
valuing intangible assets were reasonable and that the acquisition
accounting had been completed appropriately.
Provisions
The Committee continues to monitor the implications of a number
of potential exposures and claims arising from litigation, product
quality, employee disputes, restructuring, environmental matters,
tax disputes and indemnities or warranties outstanding for
disposed businesses.
After due consideration and challenge, and having considered
legal advice obtained by the Group, the Committee is satisfied
that provisions are reasonable, and that adequate disclosure has
been made.
Fair, balanced and understandable reporting
The Committee considered all the information available to it in
reviewing the overall content of the Annual Report and Financial
Statements and the process by which it was compiled, and
provided advice to the Board that the Annual Report and
Financial Statements taken as a whole are fair, balanced
and understandable.
Risk management and internal controls
The Board has overall responsibility for establishing and
maintaining a system of risk management and internal control,
and for reviewing its effectiveness; the Audit Committee assists
the Board in reviewing the effectiveness of the Group’s system of
internal control, including financial, operational and compliance
controls, and risk management systems.
Committee members participated in the Board assessment of
existing and emerging risks and ongoing mitigating actions.
In 2025, considerable work was undertaken by management in
preparation for the new Provision 29 requirements of the UK
Corporate Governance Code which became effective on
1 January 2026. This included a detailed analysis of the Group’s
principal risks, disaggregating these into sub-risks, and reviewing
how these are managed and mitigated. As a result of this review,
the Committee agreed that the Protectionism and globalisation
risk and the Environmental, Social and Governance risk
would no longer be considered separate principal risks,
as they could be captured within the End-markets and
Innovation risks, respectively.
The Committee considered the Company’s going concern and
viability statements, including the nature, quantum and effects of
the combination of the unlikely but significant risks to the business
model, future performance, solvency and liquidity of the
Group. The Committee was satisfied that these statements
were appropriate.
The key features of the Group’s internal control system are
detailed in the Risk, viability and going concern section on page 63.
During 2025, the Committee considered the process by which
management evaluates internal controls and any control
deficiencies identified during the course of their review, with no
such deficiencies reported in 2025.
The Group continues to move towards standardisation and
strengthening of internal controls and processes, including
through harmonisation of its ERP landscape and implementing
the finance target operating model, which includes expanding the
shared services model for transactional processing activities.
The Group undertakes a range of activities to mitigate the risk of
fraud. This framework is regularly reviewed to determine areas
for improvement.
Any control issues identified by management locally or as a result
of the work performed by Group Internal Audit are escalated as
appropriate. For significant issues, management at all levels
within the Business Unit is engaged to agree the actions and
remediation dates.
89
Strategic report
Governance
Financial statements
The status of the remediation is monitored in the Internal Audit
system. Where a specific audit identifies multiple issues, or where
issues arise on the progress of remediation activities, the Audit
Committee continues to challenge management to identify root
causes and ensure that the right organisational structure and
people are in place to address issues effectively.
The Board is responsible for the oversight and monitoring of
the Group’s Speak Up helpline, but the Audit Committee monitors
any complaints regarding fraud, accounting, internal controls and
auditing matters. During the year it reviewed the investigations
being undertaken in relation to allegations of fraud and the
implications of those allegations, as well as the actions taken
to implement improvements to the Company’s practices
and procedures.
Each year, the senior financial, operational and functional
management of the businesses self-certify compliance with the
Group’s policies and procedures, and that adequate internal
controls are in place in their areas of responsibility. The
Committee reviewed the results of this process and considered the
impact of findings on the effectiveness of internal controls.
After considering these inputs, the Committee was able to provide
assurance to the Board on the effectiveness of the Group’s risk
management and internal control systems.
Internal Audit
The Group’s Internal Audit function operates on a global basis
through professionally qualified and experienced individuals. The
Group Head of Internal Audit reports directly to the CFO and the
Chair of the Audit Committee.
In 2025, the audit plan evolved to include audit scope related to
the Group’s principal risks, such as the Health and Safety
framework, and other strategic priorities. In 2026, this evolution
will continue. The categories of audit conducted in 2025 included
contract audits, entity audits, end-to-end process audits, and
second line of defence audits.
The Committee received a report from the Group Head of
Internal Audit at each of its meetings detailing progress against
the agreed plan, summarising the results of the audits conducted
and reviewing the progress of risk mitigation implementation.
Internal Audit also reported to the Committee on common themes
emerging from internal audits. These have been used to assist in
management’s assessment of risks and have informed the
development of the 2026 Internal Audit plan.
Internal Audit monitors the progress made on the resolution of
identified issues, and meetings continue to be held with each
Business Unit President to ensure that engagement on the
resolution of those issues is clearly understood at all levels of the
business and responsibility for remediation has been
appropriately assigned.
At the end of the year an internal review of the effectiveness of the
Internal Audit function was undertaken.
Having considered the work of the Internal Audit function during
2025, including progress against the 2025 Internal Audit plan, the
quality of reports provided to the Committee, and the results of
the review of the function’s effectiveness, the Committee
concluded that the Group Internal Audit function operated
effectively during 2025, exhibiting an appropriate level of
independence and challenge.
External Audit
Auditors’ appointment
In 2017, the Company appointed PricewaterhouseCoopers LLP
(PwC) as External Auditors to the Company and the Group, and
Mazars LLP (Mazars) to audit the non-material entities within the
Group. Linda Kempenaar serves as the PwC Audit Partner
responsible for the Group audit, a role she assumed in 2025.
In accordance with statutory requirements, a mandatory
competitive tender process for the appointment of a statutory
auditor will be conducted in 2026 for the financial year ending
31 December 2027. The Committee has spent time planning the
process in 2025 and details of the process undertaken and
outcome will be included in the 2026 Annual Report and Accounts.
2025 External Audit process
The Committee reviewed the PwC audit plan and evaluated the
Group audit scope for 2025, including assessing coverage and the
risk assessment, and concluded this was appropriate. To manage
costs and ensure that the Group maintains audit relationships
outside the ‘Big 4’, Mazars undertakes some of the Group audit
work under the direction of PwC.
PwC maintained an ongoing dialogue with the Audit Committee
throughout the year and private sessions were held without
management being present. PwC confirmed that its work had not
been constrained in any way and that it was able to exercise
appropriate professional scepticism and challenge throughout
the audit process.
The Independent Auditors’ Report provided by PwC on pages 131
to 138 includes PwC’s assessment of the key audit matters. These
key audit matters are discussed in the significant issues and
material judgements comments in this report. PwC’s report also
summarises the scope, coverage and materiality levels applied
by them.
Independence and objectivity
The Committee is responsible for safeguarding the independence
and objectivity of the External Auditors in order to ensure the
integrity of the External Audit process. It is responsible for the
implementation and monitoring of the Group’s policies on
External Audit, including the policy on the employment of former
employees of the External Auditors, and the policy on the
provision of non-audit services by the External Auditors. To assist
with its assessment of independence, the Committee also sought
regular confirmation from the incumbent External Auditors
during 2025 that they considered themselves to be independent
of the Company in their own professional judgement, and within
the context of applicable professional standards. It assessed the
work of the External Auditors, reviewing compliance against
the non-audit services policy and reviewed the details of the
non-audit services provided by the External Auditors and
associated fees. As a result of its review, the Committee concluded
that the External Auditors remained appropriately independent.
Vesuvius plc
Annual Report and Financial Statements 2025
90
Audit Committee
continued
Statement of compliance with the Competition
and Markets Authority (CMA) Order
The Committee considers that the Company has complied
with the Statutory Audit Services for Large Companies
Market Investigation (Mandatory Use of Competitive Tender
Processes and Audit Committee Responsibilities) Order 2014
(Article 7.1), published by the CMA on 26 September 2014,
including with respect to the Audit Committee’s
responsibilities for setting the audit tender timetable,
agreeing the audit scope and fees and authorising
non-audit services.
91
Strategic report
Governance
Financial statements
Non-audit services
Vesuvius operates a policy for the approval of non-audit services.
A copy of the current policy is available to view in the Audit
Committee section of the Investors/Corporate Governance pages
of the Company’s website: www.vesuvius.com.
In 2025, the fees for non-audit services payable to PwC amounted
to £0.2m (2024: £0.2m). The 2025 fees relate to assurance services
related to the review of the Group’s half-year financial statements,
quarterly reviews and tax form audits in India (as required by
regulation) and Mexico, and subscription to the PwC knowledge
database. These are services where it was considered most
efficient to use PwC because of their existing knowledge of the
business or because the information required was a by-product of
the audit process. In each of the past four years the non-audit-
related fees have represented <10% of the statutory audit fees.
Effectiveness of the External Audit process
Each year the Committee carries out a formal assessment of the
performance of the External Auditors. Input into the evaluation in
2025 was obtained from management and other key Company
personnel, members of the Audit Committee and the External
Audit team. The review focused on the External Auditors’ mindset
and culture, skills, character and knowledge, and the quality of
their controls and judgement.
The evaluation of the External Auditors included the
following steps:
–
A survey of key finance and non-finance stakeholders from
Corporate and in scope countries who were subject to audit
–
A commentary-based survey of Audit Committee members
focused on their experience of working with PwC
–
A review of other external evidence on PwC audit quality
(e.g. the report on PwC by the FRC)
–
Discussions with PwC and key finance and non-finance personnel
Improvements were noted in the audit approach in a number of
countries, and opportunities for further improvement, principally
to ensure greater efficiency in the process, were also noted.
Reappointment of PwC
The Committee is responsible for making recommendations to
the Board in relation to the appointment, reappointment and
removal of the External Auditors. After consideration of the audit
effectiveness assessment, and independence and objectivity of
PwC, the Committee recommended to the Board that PwC be
reappointed. It confirms that its recommendation is free from the
influence of any third party and that there are no contractual
restrictions on the choice of auditors. A resolution proposing the
reappointment of PwC will be included in the Notice of AGM
for 2026.
Factors considered by the Committee when considering the
Auditors’ reappointment
The results of its most recent review of the effectiveness of
the Auditors
The results of its review of the independence and objectivity of the
Auditors, particularly in light of the provision of non-audit services
The Auditors’ ability to coordinate a global audit, working to
tight deadlines
The cost competitiveness of the Auditors in relation to the audit
costs of comparable UK companies
The tenure of the incumbent Auditors
The periodic rotation of the senior audit management assigned to
the audit of the Company
External reviews of the performance and quality of the
Auditors, including:
–
The annual report issued by the Audit Quality Review team of
the Financial Reporting Council on the work of the Auditors
–
The Auditors’ own annual Transparency Report
Audit Committee evaluation
The Audit Committee’s performance was evaluated as part of the
Board and Committee performance evaluations led by the
Company Secretary, which are further described in-depth on
page 96.
On behalf of the Audit Committee
Robert MacLeod
Chair, Audit Committee
11 March 2026
Dear Shareholder,
In 2025, the Committee continued to spend time on senior
management development and succession planning, particularly
in relation to changes in membership of the Group Executive
Committee, and on receiving detailed feedback on changes and
developments in the most senior levels of the Group’s
management. The Committee monitored the turnover, diversity
and promotional potential of staff reporting to members of the
GEC, and considered the Group’s wider talent management
programme. It reviewed the talent distribution and diversity in the
Group’s senior and middle management, and the challenges and
opportunities for the Group’s talent pipeline. In addition, the
Committee reviewed progress with the Group’s diversity initiatives,
noting the positive progress made in attracting more women to
join the Group.
The Committee also instigated and oversaw a detailed externally
moderated Board evaluation process in 2025, having undertaken
an internal review the prior year.
Carl-Peter Forster
Chairman, Nomination Committee
11 March 2026
Role and responsibilities
The Nomination Committee’s foremost priorities are to ensure
that the Company has the best possible leadership and that plans
are in place for orderly succession to both the Board and Group
Executive Committee positions. The Committee ensures that the
procedure for the selection of potential candidates for Board
appointments – either as an Executive Director or independent
Non-executive Director – is formal, rigorous and transparent, and
undertaken in a manner consistent with best practice. It also
ensures that the Board is composed of individuals with the
appropriate drive, abilities, diversity and experience to lead the
Company in the delivery of its strategy, and that appointments
are made on merit, against objective criteria, with due regard to
the need to promote diversity, inclusion and equal opportunity.
The Committee is composed solely of Non-executive Directors
and is chaired by the Chair of the Board. The Chief Executive and
Chief HR Officer attend all scheduled meetings of the Committee.
Members’ biographies are set out on pages 74 and 75. The
Committee met four times during the year. It operates under
formal terms of reference, a copy of which is available on the
Group’s website at: www.vesuvius.com.
The Committee and its members are empowered to obtain
outside legal or other independent professional advice at the cost
of the Company in relation to its deliberations. These rights were
not exercised during the year. The Committee may also secure the
attendance at its meetings of any employee or other parties it
considers necessary.
Board composition
The Committee keeps the current and future membership needs
of the Board and its Committees under continual review. The
independence and diversity of the Board, along with the
Company’s ongoing compliance with the Board Diversity Policy,
and the requirements of the UK Listing Rules, as they pertain to
the Committee, are also examined as part of the Group’s annual
corporate governance review. Whilst the Board recognises that
over time the proportion of female Directors may fluctuate
naturally as Board members retire and new Directors are
appointed, the Board will always seek to review a diverse list of
candidates for any Board position.
Carla Bailo
Italia Boninelli
Dinggui Gao
Friederike Helfer
Eva Lindqvist
Robert MacLeod
The Company Secretary is
Secretary to the Committee
Carl-Peter Forster
– Committee Chairman
Vesuvius plc
Annual Report and Financial Statements 2025
92
Nomination Committee
–
It reviewed the membership needs of the Board and its
Committees, considering the existing tenure and the
prospective rotation and retirement of Board members
–
It ensured, in line with good governance, that the Committee
continued to review succession processes for the Group’s
Executive Directors
–
It reviewed changes in senior management together with the
potential for succession of the management cadre and for the
progression of those in senior positions
–
It reviewed the rates of annual attrition and the regretted losses
in the middle and senior management groups
–
It participated in the Board’s evaluation of its performance,
reviewing the dynamics of the Committee’s operation and
performance during 2025. As part of this process, the skills and
contribution of each Non-executive Director were reviewed to
ensure that they continue to be able to allocate sufficient time to
fulfil their duties and deliver value to the Board’s deliberations
–
It reviewed the Group’s progress in achieving its diversity
targets, noting the range of nationalities represented in the
Senior Leadership Group
–
It approved the Nomination Committee report for publication
in the Annual Report
–
It updated the Committee’s terms of reference
Board composition
Succession planning and
senior management development
Committee evaluation
Diversity
Governance
How the Nomination Committee delivered on its responsibilities in 2025
Typical Director appointment process
Brief
A specialist search consultant, who does not have
any conflicts and has adopted the Voluntary Code of
Conduct addressing gender diversity and best practice in
search assignment, is retained to assist with the search.
Search considerations
A candidate specification is prepared taking into
consideration the balance of skills, knowledge and
experience of the existing Directors, the diversity of the
Board, the independence of continuing Board members,
and the ongoing requirements and anticipated strategic
developments of the Group.
Review
The search consultant identifies potential candidates
and produces a diverse longlist for consideration.
A shortlist is drawn up, based upon the objective criteria
identified at the beginning of the process, and these
candidates are invited for interview by a group
of Directors.
Selection
The preferred candidates then meet with other
members of the Board. Confirmation is sought that
the candidate has sufficient time available to devote
to the role and has no potential conflicts of interest.
Detailed external references are taken up.
Appointment
The Committee makes a formal recommendation
to the Board for the appointment, and the Board
approves the appointment.
Induction
All new Directors participate in a tailored induction
programme to enable them to quickly assimilate
fundamental information about the business and the
Group’s operations.
1
2
3
4
5
6
93
Strategic report
Governance
Financial statements
A typical induction programme
Areas covered:
Provided by:
Vesuvius’ Purpose, strategy, customer and supplier landscape
and strategic priorities
Attending the Board’s June Strategy meetings and one-to-one
sessions with the CFO, BU Presidents, VP Business Development
and Chief Digital Officer
Business operations and culture
Vesuvius Technical/Product Training, site visits to key operations
as appropriate
Financial position and performance, risk management, tax and
treasury matters
Meetings with the CFO, External Audit Partner, Company
Broker, Head of Investor Relations, Group Head of Tax,
Group Treasurer
People management and Executive compensation strategy
Meetings with the Chief HR Officer, External
Remuneration Adviser
Health and safety and sustainability strategy
A meeting with the VP Sustainability, provision of policies/
procedures, access to past Board sustainability presentations
Corporate governance, Board operations, legal and
regulatory matters
Meetings with the General Counsel/Company Secretary and
Group Head of Compliance
Diversity
The Group’s policy on Diversity and Equality outlines Vesuvius’
commitment to encouraging a supportive and inclusive
culture among its global workforce, promoting diversity and
eliminating any potential discrimination in our work environment.
(See the Policy summary on page 26 and the full statement on the
Group’s website www.vesuvius.com.) Vesuvius’ Board Diversity
Policy explains how this commitment manifests in relation to the
Board, and can also be found at www.vesuvius.com.
The Nomination Committee considers the Group’s progress in
implementing the Group’s diversity policy each year and the
achievement of the Group’s diversity targets. These, including the
gender balance, as at 31 December 2025 can be found in the
People section on page 26 of this Report.
Board diversity
A large part of the work of the Nomination Committee focuses on
ensuring that the Board and its Committees have the appropriate
range of diversity, skills, experience, independence and
knowledge of the Company and the markets in which it operates
to enable them to discharge their duties and responsibilities
effectively. The Board Diversity Policy confirms the Group’s
commitment to maintaining a diverse Board, whilst continuing to
appoint candidates based on merit. We continue to look at
diversity in its broadest sense – reflected in the range of
backgrounds and experience of Board members who are drawn
from different nationalities and have managed a variety of
complex global businesses. The Nomination Committee
recognises that diversity is a key ingredient in creating
a balanced culture for open discussions at Board level
and in minimising ‘groupthink’.
All independent Non-executive Directors serve on the Audit and
Remuneration Committees, and the Chairman and all the
Non-executive Directors serve on the Nomination Committee,
so the diversity of the Board’s principal Committees reflects the
diversity of our Non-executive Directors. The Nomination
Committee therefore considers the diversity of the Non-executive
Directors as a stand-alone cadre, as well as the diversity of the
Board as a whole, when considering recruitment to the Board.
In 2023, the Board set a target for at least 40% female Board
membership, with at least one of the senior Board positions (Chair,
CE, SID or CFO) to be held by a woman by the end of 2024. As at
31 December 2025, women made up 44% of the Directors
(unchanged versus 31 December 2024), and one of the senior
Board positions (SID) was held by a woman. In addition, one of the
Directors (11%) identified as having an Asian heritage, and
another Director (11%) identified as having a mixed-race
heritage, with no changes in these numbers since 31 December
2024. Currently, seven Directors hold citizenship outside the UK.
Women made up 60% of the membership of the Audit and
Remuneration Committees as at 31 December 2025 (unchanged
versus 2024), and 57% of the membership of the Nomination
Committee (unchanged versus 2024). There have been no
changes in the constitution of the Board or its Committees
between 31 December 2025 and the date of this report.
Vesuvius plc
Annual Report and Financial Statements 2025
94
Nomination Committee
continued
Senior management development and succession
The Committee’s succession planning activities also encompass
the senior management levels immediately below the Board,
aiming to support and encourage the growth of a pool of talent
able to step up to the Group’s top roles. As a matter of routine, the
Committee is informed of changes in personnel amongst the
Group’s most Senior Managers.
The Committee considers succession plans for each member of
the GEC. It assesses the availability of candidates who could cover
the roles on a short-term contingency basis should the need arise,
along with the pool of medium-term and long-term talent
available for future development into specific roles. It monitors the
level of turnover and diversity in the broader management group,
along with the balance of internal promotions and external
appointments into these roles.
As at 31 December 2025, the gender balance of the Directors and members of the Group Executive Committee was as follows:
Number of
Board
members
Percentage of
the Board
Number of
senior
positions on
the Board
(CE, CFO, SID
and Chair)
Number in
Group
Executive
Committee
Percentage of
Group
Executive
Committee
Men
5
56%
3
6
86%
Women
4
44%
1
1
14%
Not specified/prefer not to say
–
–
–
–
–
The data for this table was collected by asking individuals to self-report against the categories displayed.
As at 31 December 2025, the ethnic background of the Directors and members of the Group Executive Committee was as follows:
Number of
Board
members
Percentage of
the Board
Number of
senior
positions on
the Board
(CE, CFO, SID
and Chair)
Number in
Group
Executive
Committee
Percentage of
Group
Executive
Committee
White British or other White (including minority-white groups)
7
78%
75%
4
57%
Mixed/Multiple ethnic groups
1
11%
25%
2
29%
Asian/Asian British
1
11%
–
1
14%
Black/African/Caribbean/Black British
–
–
–
–
–
Other ethnic group
–
–
–
–
–
Not specified/prefer not to say
–
–
–
–
–
The data for this table was collected by asking individuals to self-report against the categories displayed.
Vesuvius Board Diversity Policy
Vesuvius recognises the value of a diverse and skilled workforce
and is committed to creating and maintaining an inclusive and
collaborative workplace culture that will provide sustainability for
the organisation into the future. Vesuvius is committed to ensuring
equality of opportunities, with the aim of promoting diversity and
inclusion. In this context, the promotion of diversity and inclusion
relates, but is not limited to, both protected and non-protected
characteristics, including gender, age, educational and
professional background, ethnicity, sexual orientation, disability
and socio-economic background.
Objectives
–
The Nomination Committee focuses on ensuring that it, the
Board and the Board’s Committees, have the appropriate
range of diversity, skills, experience, independence and
knowledge of the Company to enable them to discharge their
duties and responsibilities effectively
–
The Nomination Committee ensures that all appointments to
the Board and its Committees are aligned with Vesuvius’ Policy,
and are based on merit with each candidate assessed against
objective criteria focused on the skills, experience and
knowledge required of the position, and with due regard to the
benefits of diversity and inclusion on the Board
–
The Nomination Committee engages with executive search
firms in a manner which ensures that opportunities are taken
for a diverse range of candidates to be considered for
appointment. This will include ensuring that the Committee only
uses search firms that are signed up to the Voluntary Code of
Conduct for Executive Search Firms whilst continuing to appoint
candidates based on merit
–
The Nomination Committee supports senior management
efforts to increase diversity in the senior management
pipeline to facilitate succession planning towards executive
Board positions.
–
With regard to ethnic diversity, the Board is committed
to ensure that at least one Director is from a minority
ethnic background
–
The Board recognises that over time the proportion of women
Directors and Directors from a minority ethnic background
may fluctuate naturally as Board members retire and new
Directors are appointed
95
Strategic report
Governance
Financial statements
Board evaluations 2024 and 2025
In 2024, the internally facilitated Board performance evaluation identified the following priorities for future Board attention. These were
addressed during 2025 as follows:
Area
Issue
Action taken in 2025
Strategy
Continue to deepen the Board’s understanding of
the priorities and dynamics of our customer and
supplier base
Provide further information on external factors:
macro trends; market consolidation; developments
in the structure of the competitive environment
An in-depth presentation on the Group’s customer base was presented to the
Board as part of the Group Strategy meeting. The Board was also updated on
developments in raw material supply and other key purchasing issues by the Chief
Executive in his regular reports to the Board. The competitive environment was the
subject of Board discussions, which was also presented to the Board with the Group
and divisional strategy presentations held in June
People and
organisation
Focus further on senior management
capabilities and the internal pipeline for
senior management succession
The Nomination Committee received a number of updates on senior management
development, talent and succession from the CHRO and the Chief Executive. These
also highlighted future development potential within the management cadre
Board
agenda
Increase detail of Group-level strategy discussion
at the June Strategy meeting
Maintain BU President Board presentations on
key topics driving their business’s development
and performance
The June strategy meetings included a Board debate on the Group’s divisions,
supported by the Business Unit Presidents, as well as a wider debate on dynamics
and developments across all of the Group’s markets and geographies. In addition,
outside the strategy meetings, the Business Unit Presidents individually presented to
the Board on areas of specific operational focus for their respective businesses
In 2025, the Board carried out an evaluation of its performance in
the last quarter of the year. In compliance with the Code, this
evaluation was externally facilitated and undertaken by Gould
Consulting. The performance evaluation comprised:
–
Each member of the Board completing
a self-assessment questionnaire
–
The completion of a much shorter questionnaire by five
members of the GEC
–
A group conversation facilitated by Gould Consulting with
three of the GEC who were not members of the Board; and
–
Individual conversations, conducted by Gould Consulting,
with each Board member, plus the Company Secretary
Gould Consulting also attended the November Board and
Committee meetings as silent observers.
In 2025, the output of the Gould Consulting Board performance
evaluation concentrated on:
–
Board dynamics
–
Improving allocation of Board time
–
Focus on Strategy and strategic priorities
–
Strengthening the Board’s connections with the business
–
Succession planning
It was noted that the Board is considered to be well-composed with
a good, diverse range of skills. It comprises members who are highly
experienced across different industrial sectors and geographies.
However, the Board composition has changed substantially over
the past three years and these changes have taken time to settle
when, in parallel, the Board has been faced with complex and
challenging operating conditions. The Board was found to be keen
to support management and contributed a robust and positive
influence on the effective governance of the Group. The Board’s
dynamics were positively rated overall with a good level of
collaboration and high-quality debate. However, it was noted that
certain topics had generated tension in the Boardroom, which
highlighted the importance of the Board functioning well and
having the ability, where necessary, to deal with conflict. The Board
agenda was judged to be balanced but could benefit from further
time dedicated to strategic and commercial matters.
The Committee – and the Board as a whole – discussed the
performance evaluation process and its outcomes. It was
concluded that the Board was drawing effectively on the
Directors’ respective skills and experience and that each Director
did indeed continue to contribute effectively to the work of the
Board. The feedback provided by Gould Consulting also
established that each of the Committees was considered to have
operated effectively during the year, with well-balanced and
well-informed processes at Committee level.
These discussions on the evaluation highlighted points for further
focus in the Board’s agenda, including the need to continue to
deepen the Board’s understanding of the strategic priorities and
opportunities of the Group, strengthening the Board’s connection
with members of the senior management team, and managing the
Board’s time efficiently to ensure the appropriate allocation of time
to operational issues and the key drivers of business performance.
As in previous years, a set of action points was compiled from the
output of the evaluation to ensure that its key findings were
integrated into the Board’s activities. These will be implemented
by the Board in 2026, with progress reviewed throughout the year.
Committee evaluation
The Committee’s activities also formed part of the overall
externally facilitated performance evaluation of Board
effectiveness during the year. A written report by Gould
Consulting was presented to the Board as a whole in this regard.
The Nomination Committee was considered to operate effectively
and was considered to comprise individuals with appropriate
experience, skills and knowledge.
The quality of information provided to the Committee was rated
well. As noted above, succession plans for the Executive Directors
and other members of the senior management team were
highlighted as an area for continued focus along with senior
management quality and retention.
On behalf of the Nomination Committee
Carl-Peter Forster
Chairman, Nomination Committee
11 March 2026
Vesuvius plc
Annual Report and Financial Statements 2025
96
Nomination Committee
continued
97
Strategic report
Governance
Financial statements
Dear Shareholder,
On behalf of the Remuneration Committee (the Committee),
I am pleased to share with you our Directors’ Remuneration
Report for the year ended 31 December 2025.
This Report is divided into three sections: my statement, a refined
Directors’ Remuneration Policy to be put to shareholders at the
2026 Annual General Meeting and our Annual Report on
Remuneration for the year ended 31 December 2025 which
outlines how we implemented the Directors’ Remuneration Policy
in 2025, and how we intend to apply the policy in 2026.
Background
2025 saw a continuation of challenging market conditions,
especially in Europe. Steel production outside of China remained
modest despite improving underlying demand as a result of
persistently higher Chinese exports. With the exception of
China and India, Foundry end-markets also remained weak
but broadly stable.
Notwithstanding the challenging market context, we continued to
incrementally grow our market share in Steel and we delivered
broadly stable pricing through the year. We also delivered solid
strategic progress against our published targets, with £17.8m of
cost savings delivered in 2025, and we are now targeting at least
£55m of recurring cost savings by 2028. Our acquisition of the
Molten Metal Systems business during the year increased our
exposure to the growing non-ferrous market segment and to
India, marking further progress in executing our strategic
ambitions. Increased focus was also placed on quality, with
targeted initiatives fostering greater operational discipline.
The progress we made during the year in these respects, together
with our ongoing investment in research and development and
new product introduction, ensures that we are well set for growth
as markets recover. Our solid performance is reflected in our
incentive payouts, as detailed below, with the Committee
comfortable that our incentives have operated as intended
during the year, delivering a fair relationship between pay
and performance.
Remuneration overview
Carla Bailo
Dinggui Gao
Eva Lindqvist
Robert MacLeod
The Company Secretary
is Secretary to the Committee
Key activities in 2025
–
Reviewing the Directors’ Remuneration Policy and approving
minor modifications
–
Reviewing and approving achievement against the
performance targets for the outcome of the 2024 Annual
Incentive arrangements
–
Setting performance targets and approving the structure
of the 2025 Annual Incentive arrangements
–
Reviewing and assessing the Company’s attainment of
performance conditions applicable to the Vesuvius Share
Plan (VSP) awards made in 2022
–
Setting the performance measures and targets, and
authorising the grant of new awards in 2025 under the VSP,
the Deferred Share Bonus Plan and the Medium Term
Incentive Plan
–
Considering the Company’s ongoing share sourcing
requirements to meet obligations under the Company’s share
plans, and funding of the Employee Benefit Trust (EBT)
–
Approving the 2024 Directors’ Remuneration Report
–
Reviewing the Committee’s terms of reference
–
Approving the 2026 remuneration for the Chairman,
Chief Executive, CFO and senior management
Alignment of our KPIs with Company strategy, purpose and Values
The delivery of financial KPIs and the development of an effective organisation sustainable over the long term relies on a clear set
of Values. Vesuvius believes that high levels of performance and growth require a diversity of thinking and continuous innovation,
underpinned by the Values of courage, ownership, respect and energy. The alignment of our incentives with our strategic
objectives is summarised in the table on the following page. The reward structure operated as intended in 2025 and no changes
are proposed in the KPIs used to assess performance in 2026.
See more about
Our business model
on
pages 14 to 15
Directors’ Remuneration Report
Italia Boninelli
– Committee Chair
£
£
Strategic Value
alignment
Return on Sales
Free Cash Flow
Cost Savings
Sustainability
Vesuvius plc
Annual Report and Financial Statements 2025
98
Remuneration overview
continued
Workforce remuneration
The Committee remains cognisant of the ongoing scrutiny in
relation to executive remuneration and the need to ensure that
remuneration outcomes are appropriate within the context of
the wider stakeholder experience.
In 2025, the Group set a global salary budget at 5% of payroll
in light of the continuation of relatively high levels of inflation
in many of the locations in which we operate with a view to
supporting our employees through challenging times. Mindful
of the greater leverage in the remuneration structure of our
executive population, we limited the rate of base salary increases,
with both our Chief Executive and Chief Financial Officer receiving
pay increases of 3% of salary.
2025 performance and incentive outcomes
As set out in the Background section above, and the Chief
Executive’s statement, Vesuvius’ performance in 2025 showed
resilience despite difficult market conditions. This was thanks to a
strong focus on delivering against our strategic priorities, which
included progressive implementation of price increases to offset
cost inflation, delivering on our cost reduction targets and
growing our market share.
Annual Incentive Plan
With regards to the 2025 Annual Incentive Plan (AIP), targets were
set based 50% on the Group’s headline earnings per share (EPS),
30% on the Group’s working capital to sales ratio (based on the
12-month moving average) and 20% on specified personal
objectives. Aligned with the performance summary set out above,
we delivered Headline EPS (retranslated at December 2024
full-year average foreign exchange rates) of 36.9p and a working
capital to sales ratio of 23.4%. This resulted in financial
performance outcomes at 4.6% of maximum for both the Chief
Executive and CFO. Performance against these measures is
illustrated in the charts below and full details are given on pages
115 and 116.
The Committee also set personal objectives for the Chief
Executive and CFO at the start of 2025. It has assessed their
performance to merit 87% and 88% of maximum respectively.
This reflects the strong strategic and operational progress
delivered during the year which included the successful acquisition
of the MMS business, consolidation of PiroMET into the Group
and the achievement of an in-year cash cost saving of £17.8m in
2025. Overall, the outcome of the Annual Incentive Plan was 21.1%
of maximum for the Chief Executive and 21.3% of maximum for
the CFO, being 36.9% and 32.0% of base salary respectively.
Vesuvius Share Plan
With regards to the 2023 Vesuvius Share Plan (VSP) award,
targets were set based 40% on relative TSR performance (versus
the FTSE 250 Index constituents excluding Investment Trusts),
40% on average post-tax ROIC and 20% on ESG metrics that
included safety, carbon reduction and diversity targets. As a result
of the Group’s TSR being above median, the Group achieving a
three-year average post-tax ROIC of 7.9% and delivering solid
performance against the ESG targets, vesting was at 28.1% of the
maximum. Performance against these measures is illustrated in
the charts below and full details are given on page 117. The
Committee was comfortable that this level of vesting was
appropriate having had regard to the challenging market
conditions and the overall progress of the Company during the
performance period and so did not use discretion in connection
with the vesting of the award.
Weighting
40%
Total shareholder return
40%
Three-year average ROIC
20%
Environmental, Social
and Governance
Long-Term incentive
Performance
31%
Patrick André,
Chief Executive
0%
0%
31%
31%
Threshold
On-target
79%
79%
Mark Collis,
Chief Financial
Officer
Weighting
Performance
50%
EPS
30%
Working capital sales
20%
Personal
Annual Incentive Plan outturn
0%
Patrick André,
Chief Executive
Mark Collis,
Chief Financial
Officer
Threshold
On-target
12%
88%
87%
12%
0%
0%
Long-Term Incentive outturn
Annual Incentive Plan outturn
99
Strategic report
Governance
Financial statements
Remuneration policy review
The Remuneration Committee has undertaken a thorough review
of the existing Remuneration Policy and how it should be applied
for FY26. This review considered our Policy in the context of our
strategy and wider market practice as well as having regard to
‘best practice’ as detailed in the UK Corporate Governance Code
and broader shareholder and proxy agency guidance.
The key conclusion of the review work was that the current pay
model was working effectively and so only very minor changes to
the policy structure are being proposed. In reaching this
conclusion the Remuneration Committee noted the feedback
from the Board that the Policy supported the Company’s strategy
and aligned with key KPIs at the same time as delivering a robust
relationship between performance and reward.
The limited changes that we propose to make are as follows:
1.
Introducing flexibility to reduce annual bonus deferral from
33% to 20% of any bonus earned and the deferral period from
three to two years once our 200% of salary share ownership
guidelines have been met. This is proposed to align with
the additional flexibility included in the 2024 Investment
Association’s Principles of Remuneration. With our incentives
purposefully weighted towards long-term performance, and
with 200% of salary share ownership guidelines, the Committee
is comfortable that this approach balances alignment with
shareholders and flexibility for executives.
2.
Introducing flexibility to pay Non-executive Directors’ fees in
whole or in part in shares. This change reflects recent guidance
from the FRC and the Investment Association which
encouraged companies to consider part payment of fees in
shares and so this change will provide flexibility for Vesuvius to
do so in the future. Fees will remain payable wholly in cash in
FY26. Non-executive Directors will not be eligible to participate
in any incentive plans. We have also clarified our policy wording
in relation to the reimbursement of Non-executive Directors’
expenses in relation to undertaking Company business. In
future, payments will either be by way of reimbursement
(inclusive of any tax reimbursement) or an all-inclusive
allowance to simplify Company administration.
Application of policy for FY26
Salary
Our global salary budget for FY26 was set at 3.2% with the
budgeted rates of increase varying by geography and individual
increases adjusted based on a combination of positioning against
market as well as individual performance and growth in role. With
regards to our CFO, Mark Collis, his salary has been increased by
5% for FY26. This increase reflects the fact that he has been in
post with Vesuvius for approaching three years and the
Committee considered it appropriate to align his pay with their
view of the market rate of the role given Mark’s consistent high
levels of performance in post since appointment. With regard to
the Chief Executive, with his salary already aligned with market
rates of pay for comparable roles, his increase for FY26 was set at
2% which was aligned with the typical rate of increase awarded
across the executive leadership team.
Annual bonus
With our performance metrics well aligned to our short-term
priorities and KPIs, no changes are to be made for FY26. The
performance metrics will remain Headline EPS (50%), working
capital to sales ratio (30%) and tailored strategic targets (20%).
The bonus targets we have set for 2026 take into account the
Board’s focus on delivering growth from our 2025 results but also
the highly cyclical nature of our end-markets and ongoing
challenging market conditions. In this context the performance
ranges we have set for our targets are wider than those set in 2025,
with a reworked payout schedule. This will enable modest bonus
awards to be earned against financial targets for delivering
year-on-year improved performance but require out-performance
of our challenging 2026 business plan for a full payout. These
reshaped targets will be disclosed in the 2026 Directors’
Remuneration Report along with our performance against them.
The Committee is comfortable that this refined approach to target
setting strikes the right balance between providing a realistic
incentive at the lower end of the performance range whilst
requiring stretch performance for a maximum payout.
Vesuvius Share Plan
With regards to our Long-Term Incentive performance metrics,
following a review of the current performance metrics in light
of our published medium-term objectives, we are planning to
retain the same performance metrics and weightings for our
FY26 awards.
The performance metrics to apply are: Relative TSR (versus the
FTSE 250 Index excluding Investment Trusts) (40% weighting);
Post-tax ROIC (40% weighting); and ESG targets (20% weighting).
These metrics have been purposefully selected to align with our
core objective of delivering long-term shareholder returns through
the delivery of profitable and sustainable growth. Details of these
targets are set out in the Annual Report on Remuneration on
page 113.
With regards to our approach to setting the ROIC financial
targets for the 2026 award, these were set with reference to
our internal plans, external market expectations for our future
performance and forecast market conditions. As detailed above
in relation to the 2026 annual bonus, the target ranges were
calibrated such that they provide a realistic incentive at the lower
end of the performance range with stretch performance required
for a maximum payout. Overall, in the current market context,
the targets are considered at least as challenging as those set in
prior years.
Vesuvius plc
Annual Report and Financial Statements 2025
100
Operation of the Remuneration Committee
Directors’ Remuneration Report
KPI
2025 weighting
2026 weighting
Strategic rationale
Annual Incentive Plan: one-year performance
Headline EPS
50%
50%
Aligned with our strategic aim of sustainable, profitable growth
Maintains the primary focus on a profit measure in short-term incentivisation
Working capital/sales
30%
30%
Consistent with our strategic aim of maintaining strong cash generation and
an efficient capital structure
Personal measures
20%
20%
Enables a focus on specific personal deliverables, managed through the
performance management system
Vesuvius Share Plan: three-year performance
Relative TSR
40%
40%
Aligned with our strategic aim of delivering shareholders a superior return on
their investment
Post-tax ROIC
40%
40%
Consistent with our strategic aim of generating sustainable profitability and
creating shareholder value
ESG
20%
20%
Provides a specific focus on the three priority long-term ESG measures for the
Group: CO
2
e emissions intensity (10%), Safety (5%) and Diversity (5%)
Chief Executive’s service contract
During the year the Remuneration Committee undertook a review
of the Chief Executive’s contractual arrangements in light of his
working patterns. As a result, the Committee is in the process of
approving revised contractual terms such that he will in future be
employed pursuant to updated contracts that take account of
the expected time he will spend in the UK and Belgium. The
changes to his contractual terms remain within the Committee’s
current Policy, with no change to his remuneration, notice period
or wider Company protections. The Company does not expect
to incur any material additional costs as a result of the changes.
The arrangements do not impact London as our corporate
Head Office.
Chairman and Non-executive Directors’ fees
With regards to the Board Chairman and wider Non-executive
fees, in light of Company-wide cost-containment measures driven
from ongoing challenging market conditions, the Board
concluded that there would be no increases awarded for 2026.
Fees will next be reviewed with effect from 1 January 2027.
Employee engagement
During the year the Non-executive Directors visited plants in
Poland, Canada, Germany, Belgium, India and Brazil. Each led
direct discussions with local management teams and the
workforce on a range of topics. At larger sites, ‘town hall’ meetings
were also held and enabled a two-way dialogue on a range of
issues of interest to the workforce. In these meetings it was usual
for Non-executive Directors to present on how the Board and its
Committees operate, and on corporate governance, including
executive remuneration.
In 2025, the Remuneration Committee received a report from
the Chief HR Officer regarding workforce terms and conditions
across the globe, summarising key areas of focus, particularly the
pressure on attracting and retaining staff in many key talent
markets. Work undertaken by management to address this
challenge, including considering more bespoke incentive
arrangements for certain commercial roles in Business Units
and regions, was noted by the Committee and taken into
consideration in its deliberations on executive remuneration.
Shareholder engagement
At the 2025 AGM, the Annual Report on Remuneration (excluding
the Directors’ Remuneration Policy) was supported by 99.7% of
voting shareholders and we are very grateful for this strong
demonstration of support.
With regards to the renewal of the Directors’ Remuneration Policy
at the 2026 AGM, the Committee consulted shareholders totalling
holdings of over 80% of the shareholder register. Discussions were
held, either by meeting or in writing, with shareholders totalling
holdings of over 40% of the register. The feedback received
during those discussions was that Shareholders were generally
supportive and so the Committee was comfortable approving the
changes detailed above. The Committee would like to thank
shareholders for their feedback during its discussions on the 2026
Policy renewal. The Committee and I continue to welcome any
comments or feedback from shareholders on remuneration
matters at the forthcoming AGM.
The remainder of this Directors’ Remuneration Report outlines
how we implemented the Directors’ Remuneration Policy in 2025
and how we intend to apply the Policy in 2026. I would welcome
your support for this Report and for the 2026 Remuneration Policy
at the AGM.
Italia Boninelli
Chair of the Remuneration Committee
11 March 2026
101
Strategic report
Governance
Financial statements
Remuneration Committee structure
The membership of the Remuneration Committee comprises
all of the independent Non-executive Directors of the Company.
The Committee Chair is Italia Boninelli who, together with Carla
Bailo, Dinggui Gao, Eva Lindqvist and Robert MacLeod has
served on the Committee throughout 2025.
The Committee complies with the requirements of the UK
Corporate Governance Code (the Code) for the composition of
remuneration committees. Each of the members brings a broad
experience of international businesses and an understanding of
their challenges to the work of the Committee. The Company
Secretary is Secretary to the Committee. Members’ biographies
are on pages 74 and 75.
Meetings
The Committee met six times during the year. The Group’s
Chairman, Chief Executive, Chief Financial Officer and Chief HR
Officer were invited to each meeting, together with Friederike
Helfer, Vesuvius’ non-independent Non-executive Director,
though none of them participated in discussions regarding their
own remuneration. In addition, a representative from Deloitte,
and latterly from Korn Ferry, the Remuneration Committee
advisers during 2025, attended the meetings. The attendees
supported the work of the Committee, giving critical insight into
the operational demands of the business and their application to
the overall remuneration strategy within the Group. In receiving
views on remuneration matters from the Executive Directors and
senior management, the Committee recognised the potential for
conflicts of interest to arise and considered the advice accordingly.
The Chair of the Committee reported the outcomes of all
meetings to the Board.
The Committee operates under formal terms of reference
which were reviewed during the year. The terms of reference
are available on the Group website: www.vesuvius.com.
The Committee members are permitted to obtain outside legal
advice at the Company’s expense in relation to their deliberations.
The Committee may also secure the attendance at its meetings
of any employee or other parties it considers necessary.
Role and responsibilities
The Committee is responsible for:
–
Determining the overall remuneration policy for the Executive
Directors, including the terms of their service agreements,
pension rights and compensation payments
–
Setting the appropriate remuneration for the Chairman,
the Executive Directors and senior management (being the
Group Executive Committee)
–
Reviewing workforce remuneration and related policies,
and the alignment of incentives and rewards with culture,
taking these into account when setting the policy for
Executive Director remuneration
–
Overseeing the operation of share incentive plans
Advice provided to the Remuneration Committee
Following a review of remuneration advisory services, and noting
that Deloitte had been appointed since 2014, the Remuneration
Committee initiated a formal tender process in 2025. As such,
Korn Ferry was appointed directly by the Committee as its
independent advisers, effective from September 2025, at the
same time concluding Deloitte’s previous tenure as advisers.
Korn Ferry, a signatory to the Remuneration Consultants Group
Code of Conduct in relation to Executive Remuneration Consulting
in the UK, was appointed to provide advice on executive
remuneration matters, including remuneration structure and
policy, updates on market practice and trends, and guidance on
the implementation and operation of share incentive plans.
Korn Ferry also provides the Remuneration Committee with
ongoing calculations of total shareholder return (TSR), as did
Deloitte earlier in 2025, to enable the Committee to monitor the
performance of long-term share incentive plans. Deloitte did
not have any other connection with any individual Director,
nor does Korn Ferry.
In addition, in 2025, Deloitte provided the Group with IFRS 2
calculations for the purposes of valuing the share plan grants
and, within the wider Group, was engaged in various jurisdictions
to provide tax advisory work, and some consultancy services.
Korn Ferry was engaged, within the wider Group, in various
jurisdictions to provide recruitment and candidate search services,
and provides the Group with some talent management software
solutions. These services were carried out by separate teams to
the remuneration advisory teams which operate independently.
During 2025, Deloitte’s fees for advice to the Remuneration
Committee, charged on a time spent basis, amounted to £38,270,
whilst Korn Ferry’s amounted, on the same basis, to £51,675. No
conflict of interest arises as a result of other services provided by
Deloitte or Korn Ferry to the Group.
Vesuvius plc
Annual Report and Financial Statements 2025
102
The Committee is satisfied that the Remuneration Policy is designed to promote the long-term success of the Company in accordance
with the requirements of the Code with regard to:
The Remuneration Policy was prepared in accordance with the Companies Act 2006 and the Large and Medium-sized Companies
and Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the Financial Conduct
Authority’s Listing Rules and the Disclosure Guidance and Transparency Rules.
Remuneration Policy design principles
Remuneration Policy design
Clarity
Executive remuneration arrangements are
transparent with full disclosure in the
Annual Report. The Annual Incentive
structure for the Executive Directors is
based on the same structure utilised for
senior executives throughout the Group.
Long-term sustainable growth is core to the
Long-Term Incentive, and alongside
five-year holding periods clearly aligns the
interests of executives with those of the
Group’s shareholders.
Predictability
The remuneration illustrations indicate the
minimum and maximum potential
remuneration. The Committee reviews the
underlying financial performance
of the Company over the performance
period, and the non-financial performance
of the Group and participants, to ensure
that payout levels are justified. The
Committee has the discretion to amend
the final vesting level if required.
Simplicity
The Policy, with its focus on three core
elements: fixed pay, Annual Incentive and
Long-Term Incentive, is clear, simple and
easy to understand.
Proportionality
The Committee believes that the
performance-related elements of
remuneration have financial targets
which are transparent, stretching
and clearly align the Executive Directors’
remuneration with the delivery of
the Group’s strategy. The Vesuvius
Share Plan rewards long-term
performance directly linked with the
Group’s strategy and results, ensuring
that only strong performance is rewarded
(see page 117).
Risk
The Committee has carefully analysed the
range of possible outcomes of awards and
believes the Policy to be fair and
proportionate, with the clear linkage to
Group profitability mitigating the potential
for excessive rewards and the reliance on
audited profit numbers
and externally
verified TSR targets serving to mitigate
behavioural risk. The Committee has
discretion under the Vesuvius Share Plan
to determine the vesting of awards in
accordance with the Code requirement
and malus and clawback provisions
also apply.
Alignment to culture
The Executive Directors’ incentive
arrangements are consistent with the
Group’s core strategic objective of
delivering long-term sustainable and
profitable growth and support our
performance-orientated culture,
Values and purpose (see page 97).
Directors’ Remuneration Report
103
Strategic report
Governance
Financial statements
The Policy set out below contains minor policy amendments and
minor changes to the policy structure, as explained in the
Committee Chair’s letter. Such changes have been made to reflect
changes in the market and to address changes to the UK
Corporate Governance Code. Structural changes are limited to:
1.
Introducing flexibility to reduce annual bonus deferral from
33% to 20% of any bonus earned and the deferral period from
three to two years once our 200% of salary share ownership
guidelines have been met. This is proposed to align with the
additional flexibility included in the 2024 Investment
Association’s Principles of Remuneration. With our incentives
purposefully weighted towards long-term performance, and
200% of salary share ownership guidelines, the Committee is
comfortable that this approach balances alignment with
shareholders and flexibility for executives.
2.
Introducing flexibility to pay Non-executive Director fees in
whole or in part in shares. This change reflects recent guidance
from the FRC and the Investment Association which
encouraged companies to consider part payment of fees in
shares and so this change will provide flexibility for Vesuvius to
do so in the future. Fees will remain payable wholly in cash in
FY26. Non-executive Directors will not be eligible to participate
in any incentive plans. We have also clarified our policy wording
in relation to the reimbursement of Non-executive Directors’
expenses in relation to undertaking Company business. In
future, payments will either be by way of reimbursement
(inclusive of any tax reimbursement) or an all-inclusive
allowance to simplify Company administration.
For reference, the 2023 Policy, as approved by shareholders at the
AGM on 18 May 2023, can be found on pages 124 to 132 of the
2022 Annual Report, available on the www.vesuvius.com website.
Comparison of Remuneration Policy for Executive
Directors with that for other employees
The Remuneration Policy for Executive Directors is designed in line
with the remuneration philosophy set out in this report – which also
underpins remuneration for the wider Group. However, given that
remuneration structures for other employees need to reflect both
seniority and local market practice, they differ from the policy for
Executive Directors. In particular, Executive Directors receive a
higher proportion of their remuneration in performance-related
pay and share-based payments.
All members of the Group Executive Committee participate in the
Vesuvius Share Plan and receive awards of Performance Shares,
which vest on the basis of the same performance targets set for
the Executive Directors. The level of awards granted to members
of the Group Executive Committee who don’t serve on the Board is
lower than those granted to the Executive Directors.
Middle and senior managers also participate in the Annual
Incentive Plan and, in certain cases, longer-term share or
cash-based plans, with awards predominantly based on
a blend of Group and regional or Business Unit performance
measures appropriate for the scope of participants’
responsibilities. Individual percentages of variable versus
fixed remuneration and participation in share-based
structures increase as seniority increases.
Consideration of conditions elsewhere in the
Group in developing policy
The Non-executive Directors participated in a number of ‘town
hall’ meetings and site visits during the year which provided the
opportunity to engage with the workforce on a wide range of
issues, including executive remuneration where appropriate.
The Remuneration Committee also commissioned an annual
review of workforce remuneration in 2025, which reported on
general remuneration, incentives and benefits practices around
the Group. The Committee takes into account all such detail
regarding the pay and employment conditions of other Group
employees when determining Executive Directors’ remuneration,
particularly when determining base salary increases, when the
Committee will consider the salary increases for other Group
employees in the same jurisdiction.
Consideration of shareholder views
Vesuvius is committed to open and transparent dialogue with
its shareholders on remuneration as well as other governance
matters. The Chair of the Committee welcomes shareholder
engagement and is available for any discussions investors wish
to have on remuneration matters.
2026 Remuneration Policy
Directors’ Remuneration Report
Vesuvius plc
Annual Report and Financial Statements 2025
104
2026 Remuneration Policy
continued
Alignment/purpose
Operation
Opportunity
Performance
S
Base salary
Helps to recruit and retain
Executive Directors.
Reflects the individual’s
experience, role and
contribution within
the Company
Base salary is reviewed annually, with
changes normally effective from 1 January.
Base salary is positioned to be
market competitive when considered
against other global industrial companies,
and relevant international and FTSE 250
companies (excluding Investment Trusts).
Paid in cash, subject to local tax
and social security regulations.
Salary increases will normally not exceed
the average increase awarded to other
employees in the Group, although increases
may be made above this level at the
Committee’s discretion in appropriate
circumstances. In considering any increase
in base salary, the Committee will also take
into account:
(i)
The role and experience of the
individual
(ii)
Changes in job scope or responsibility
(iii)
Progression in the role
(e.g. for a new appointee)
(iv)
A significant increase in the scale
of role and/or size, value or complexity
of the Group
(v)
The need to maintain market
competitiveness
No absolute maximum has been set for
Executive Director base salaries. Current
Executive Directors’ salaries are set
out in the Annual Report on Directors’
Remuneration section of
this Remuneration Report.
None.
B
Other benefits
Provides market-aligned
benefits
A range of benefits including, but not
limited to: car allowance, private medical
care (including spouse and dependent
children), life insurance, disability and
health insurance, expense reimbursement
(including costs if a spouse accompanies
an Executive Director on Vesuvius business),
together with relocation allowances and
expatriate benefits, in some instances
grossed up for tax, in accordance with
the Group’s policies, and participation in
any employee share scheme operated by
the Group.
There is no formal maximum as benefit
costs can fluctuate depending on
changes in provider, cost and
individual circumstances.
1
None.
P
Pension
Helps to recruit and retain
key employees
Ensures income
in retirement
All Executive Directors are eligible to
participate in a Company pension plan
and/or receive a cash supplement in lieu of
membership of the pension plan.
The maximum Company contribution, or
cash supplement in lieu, is aligned to the
average received by the majority of the
global workforce which is currently 17%
2
.
None.
1.
The Remuneration Committee reserves the right to make any remuneration payments and payments for loss of office (including exercising any discretions available to it
in connection with such payments), notwithstanding that they are not in line with the Policy set out here, where the terms of the payment were agreed: (i) before the Policy
set out here came into effect, provided that the terms of the payment were consistent with the shareholder-approved Remuneration Policy in force at the time they were
agreed; or (ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the payment was not in consideration for the
individual becoming a Director of the Company. For these purposes, ‘payments’ include the Committee satisfying awards of variable remuneration and, in relation to an
award over shares, the terms of the payment are ‘agreed’ at the time the award is granted.
2.
As analysed in the business’s Workforce Retirement Practices review conducted in 2020, as detailed on page 122 of the 2020 Annual Report.
Remuneration Policy Table for Executive Directors
105
Strategic report
Governance
Financial statements
Alignment/purpose
Operation
Opportunity
Performance
AI
Annual Incentive
Incentivises Executive
Directors to achieve
key short-term financial
and strategic targets
of the Group whilst
providing additional
alignment with
shareholders’ interests
through the operation of
bonus deferral
Normally 33% of any Annual Incentive
earned by Executive Directors will be
deferred into awards over shares under the
Vesuvius Deferred Share Bonus Plan which
normally vest after at least three years,
other than in specified circumstances, i.e. in
cases of dismissal for cause, as outlined on
page 109 in this Policy. These may be cash
or share settled.
Where shareholding requirements have
been met, or exceeded, the Committee
retains the discretion to reduce the deferral
amount to 20% of any Annual Incentive
earned, for a period of two years.
The Committee retains the discretion to
award participants the equivalent
value of dividends accrued during the
vesting period on any shares that vest.
Subject to malus and clawback.
Maximum Annual Incentive opportunity of
up to 175% of base salary.
The normal approach to the calibration of
targets will be as follows:
–
Below threshold: 0%
–
At threshold: Between 0% and 25%
of maximum
–
On-target: 50% of the applicable
maximum opportunity is payable
–
Maximum: 100% of the award is
payable
Payments start to accrue on meeting
the threshold level of performance,
with payments between threshold and
on-target and between on-target and
maximum normally being made on a
graduated basis.
Additional targets between the points
outlined above may be determined by
the Committee.
The Committee will normally set the
maximum bonus opportunity for each
Executive Director at the start of each year.
The Annual Incentive is normally measured
on targets set at the beginning of each year.
In unusual or exceptional circumstances,
for example where there is exceptional
economic volatility which limits visibility to
set robust 12-month targets, the Committee
may elect to set and measure targets other
than on an annual basis. The majority of
the Annual Incentive will be determined
by measure(s) of Group financial
performance. The remainder will be based
on financial, strategic or operational
measures appropriate to the individual
Executive Director.
The Committee may use its discretion to
amend the formulaic outturn upwards
or downwards if it does not consider the
formulaic outcome appropriate.
VSP
Vesuvius Share Plan
(VSP)
Aligns Executive
Directors’ interests with
those of shareholders
through the delivery
of shares. Rewards
Executive Directors for
achieving the strategic
objectives of growth
in shareholder value
and earnings
Assists retention of
Executive Directors
over a three-year
performance period and
the further two-year
holding period
VSP awards to Executive Directors are
granted as Performance Share awards.
These may be cash or share settled.
Awards vest three years after their award
date, other than in specified circumstances
outlined elsewhere in this Policy, subject to
the achievement of specified conditions.
All vested shares, net of any tax liabilities,
are then subject to a further two-year
holding period after the vesting date, which
will continue to apply notwithstanding
the termination of employment of the
participants during this holding period,
except at the Committee’s discretion in
exceptional circumstances, including a
change of control or where the participant
dies or has left employment due to ill health,
injury or disability.
The Committee has the discretion to
award participants the equivalent value
of dividends accrued during the vesting
period and further two-year holding period
on any shares that vest.
Subject to malus and clawback.
Executive Directors are eligible to receive
an annual award with a face value of up
to 200% of base salary in Performance
Share awards.
Vesting at threshold performance is
between 0% and 25% of the award, rising
on a graduated basis to the vesting of the
full award at maximum.
Additional targets between threshold
and maximum may be determined by
the Committee.
Vesting will be subject to performance
conditions as determined by the
Committee. Those conditions will be
disclosed in the Annual Report on
Directors’ Remuneration section of the
Remuneration Report.
At its discretion, the Committee may
elect to add additional underpinning
performance conditions.
The Company reserves the right only to
disclose certain of the performance targets
after the performance period has ended,
due to their commercial sensitivity.
Prior to any vesting, the Committee reviews
the underlying financial performance of
the Group over the performance period,
and the non-financial performance of the
Group and participants, to ensure that the
vesting is justified. Following this review, the
Committee has the discretion to amend the
final vesting level if it does not consider that
it is justified.
Vesuvius plc
Annual Report and Financial Statements 2025
106
Patrick André, Chief Executive
Minimum
Target
Maximum
Fixed pay
Annual Bonus
LTIP
42%
100%
30%
27%
25%
21%
35%
29%
40%
50%
£982,331
£2,312,784
£4,755,256
£3,960,956
48%
100%
29%
29% 23%
29%
25%
35%
30%
45%
35%
£587,026
£1,232,056
£2,020,426
£2,378,776
Mark Collis, Chief Financial Officer
Minimum
Target
Maximum
Maximum, including
share price appreciation
Maximum, including
share price appreciation
Remuneration illustrations
£000
The charts below show the total remuneration for Executive
Directors for 2026 for minimum, on-target and maximum
performance. The fixed elements of remuneration comprise
base salary, pension and other benefits, using 2026 salary and
pension data. The assumptions on which they are calculated are
as follows:
Minimum
Fixed remuneration only.
On-target
Fixed remuneration plus on-target Annual Incentive (made at
87.5% of base salary for Patrick André and 75% for Mark Collis);
and for the Performance Share awards under the Vesuvius Share
Plan, median performance for the TSR element and the midpoint
between threshold and maximum performance for the post-tax
ROIC
and ESG performance conditions (with overall vesting at
40% of maximum, based on the vesting schedule detailed on
page 113). No share price appreciation is assumed.
Maximum
Fixed remuneration plus maximum Annual Incentive (being full
achievement of financial and personal targets, made at 175% of
base salary for Patrick André and 150% for Mark Collis) and
100% vesting for Performance Share awards (made at 200%
of base salary for Patrick André and 150% of base salary for
Mark Collis) under the Vesuvius Share Plan. No share price
appreciation is assumed.
Maximum including assumed 50% share price
appreciation
This shows the value of the maximum scenario if 50% share price
appreciation is assumed over the three-year performance period
of the Performance Share awards.
Note: In addition, the Committee retains the discretion to award dividends (either
shares or their cash equivalent) on any shares that vest.
Illustration of the application of the Remuneration Policy for 2026
2026 Remuneration Policy
continued
107
Strategic report
Governance
Financial statements
Shareholding guidelines
The Remuneration Committee encourages Executive Directors to
build and hold a shareholding in the Company equivalent in value
to at least 200% of base salary.
Compliance with the shareholding policy is tested at the end of
each year for application in the following year, with the valuation
of any holding being taken at the higher of: (1) the share price
on the date of vesting of any shares derived from a share award,
in respect of those shares only; and (2) the average of the closing
prices of a Vesuvius ordinary share for the trading days in
that December.
Unless exceptionally the Committee determines otherwise, under
the post-employment shareholding guideline the Executive
Directors will remain subject to their shareholding requirement in
the first year after their cessation as an Executive Director and
to 50% of the shares retained in the first year during the second
year after such cessation, recognising that there is no requirement
to purchase additional shares if the shares held when they
cease to be an Executive Director are less than the applicable
shareholding guideline. However, in relation to shares acquired
by an Executive Director in their personal capacity, the Committee
may, where appropriate, exempt such shares from the
post-employment guideline.
Malus/clawback arrangements
The Executive Directors’ variable remuneration is subject to malus
and clawback provisions. These provide the Committee with the
flexibility, if required, to withhold or recover payments made to
Executive Directors under the Annual Incentive Plan (including
deferred awards) and/or to withhold or recover share awards
granted to Executive Directors under the Vesuvius Share Plan,
including any dividends granted on such awards. The
circumstances in which the Committee could potentially elect
to apply malus and clawback provisions include: a material
misstatement in the Group’s financial results; an error in the
calculation of the extent of payment or vesting of an incentive;
gross misconduct by an individual; or significant financial loss or
serious reputational damage to Vesuvius plc resulting from an
individual’s conduct; a material failure of risk management or a
serious breach of health and safety. These malus and clawback
provisions apply for a period of up to three years after the end of
a performance period (or end of the deferral period in respect of
awards made under the Vesuvius Deferred Share Bonus Plan).
The malus and clawback period has been determined based on
the Vesuvius business cycle and is deemed to be appropriate in
this context.
Performance measures
In selecting performance measures for the Annual Incentive,
the Committee seeks to reflect key strategic aims and the need
for a rigorous focus on financial performance. Each year,
the Committee agrees challenging targets to ensure that
underperformance is not rewarded. The Company will not
be disclosing the specific financial or personal objectives set
until after the relevant performance period has ended because
of commercial sensitivities. The personal objectives are all
job-specific in nature and track performance against key
strategic, organisational and operational goals.
In selecting performance measures for the Vesuvius Share Plan,
the Committee seeks to focus Executive Directors on the execution
of long-term strategy and also align their rewards with value
created for shareholders. In the Policy period, the Committee will
continually review the performance measures used to ensure that
awards are made on the basis of challenging targets that clearly
support the achievement of the Group’s strategic aims.
The Committee may vary or waive any performance condition(s)
if circumstances occur which cause it to determine that the original
condition(s) have ceased to be appropriate, provided that any
such variation or waiver is fair, reasonable and not materially
less difficult to satisfy than the original condition (in its opinion).
In the event that the Committee were to make an adjustment
of this sort, a full explanation would be provided in the next
Remuneration Report.
Service contracts for Executive Directors
The Committee will periodically review the contractual terms for
new Executive Directors to ensure that these reflect best practice.
Service contracts currently operate on a rolling basis and are
limited to a 12-month notice period.
Patrick André is employed as Chief Executive of Vesuvius plc
pursuant to the terms of a service agreement made with the
Company dated 17 July 2017. Mark Collis is employed as
Chief Financial Officer pursuant to the terms of a service
agreement with Vesuvius plc dated 4 January 2023. Patrick
André’s appointment is terminable by Vesuvius on not less than
12 months’ written notice, and by him on not less than six months’
written notice. Mark Collis’s appointment is terminable by him
and Vesuvius on not less than six months’ written notice.
External appointments of Executive Directors
The Executive Directors do not currently serve as Non-executive
Directors of any other quoted company outside the Group.
Subject always to consent being granted by the Company for
them to take up such an appointment, were they to so serve,
the Company would allow them to retain any fees they received
for the performance of their duties.
Other
The Committee may: (a) in the event of a variation of the
Company’s share capital, demerger, special dividend or any other
corporate event which it reasonably determines justifies such an
adjustment, adjust; and (b) amend the terms of awards granted
under the share schemes referred to above in accordance with
the rules of the relevant plans.
Share awards may be settled by the issue of new shares or by the
transfer of existing shares. The current share plan rules include
limits on the issuance of new shares which are 5% of share capital
over a rolling ten-year period in relation to discretionary employee
share schemes and 10% of share capital over a rolling ten-year
period in relation to all-employee share schemes. The Committee
retains flexibility to update these dilution limits to reflect best
practice expectations from time to time.
The Committee may make minor amendments to the Policy
set out in this Policy Report (for regulatory, exchange control,
tax or administrative purposes or to take account of a change
in legislation) without obtaining shareholder approval for
that amendment.
General operation of the Policy for Executive Directors
Vesuvius plc
Annual Report and Financial Statements 2025
108
Typical event
Policy
Executive Director
appointed or promoted
On appointment or promotion of a new Executive Director, the Committee will typically use the
Remuneration Policy in force at the time of the Committee’s decision to determine ongoing
remuneration. Base salary levels will generally be set in accordance with the Remuneration Policy
current at the time of the Committee’s decision, taking into account the experience and calibre of the
appointee. Other than in exceptional circumstances, other elements of annual remuneration will,
typically, be set in line with the Remuneration Policy, including a limit on awards under the Annual
Incentive and Vesuvius Share Plan of 375% of salary in aggregate.
First year of
appointment
If appropriate the Committee may apply different performance measures and/or targets to a
Director’s first incentive awards in his/her year of appointment.
Service contract
agreed
Service contracts will be entered into on terms similar to those for the existing Executive Directors,
summarised in the Service contracts for Executive Directors section above.
Appointment
of Chairman or
Non-executive Director
With respect to the appointment of a new Chairman or Non-executive Director, appointment terms will
be consistent with those applicable at the time the appointment is agreed. Variable pay will not be
considered. With respect to Non-executive Directors, fees will be consistent with the Policy at the time
the appointment is agreed. If, in exceptional circumstances, a Non-executive Director was asked to
assume an interim executive role, the Company retains the discretion to pay them appropriate
executive compensation, in line with the Policy.
Individual appointed
on a base salary below
market, contingent
on performance
If it is appropriate to appoint an individual on a base salary initially below what is adjudged to be
market positioning, contingent on individual performance, the Committee retains the discretion to
realign base salary over the one to three years following appointment, which may result in a higher
rate of annualised increase than might otherwise be awarded under the Policy. If the Committee
intends to rely on this discretion, it will be noted in the first Remuneration Report following an
individual’s appointment.
Internal appointment
In the event that an internal appointment is made, or where a Director is appointed as a result of transfer
into the Group on an acquisition of another Company, the Committee may continue with existing
remuneration provisions for this individual, where appropriate.
Relocation required
If necessary and appropriate to secure the appointment of a candidate who has to move locations as
a result of the appointment, whether internal or external, the Committee may make additional
payments linked to relocation, above those outlined in the policy table, and would authorise the
payment of a relocation allowance and repatriation, as well as other associated international mobility
terms. Such benefits would be set at a level which the Committee considers appropriate for the role and
the individual’s circumstances.
Buying out
compensation forfeited
on leaving previous
employer
In addition to the annual remuneration elements noted above, the Committee may consider buying out
terms, incentives and any other compensation arrangements forfeited on leaving a previous employer
that an individual forfeits in accepting an appointment with Vesuvius. The Committee will have the
authority to rely on Listing Rule 9.3.2 R(2) or to apply the existing limits within the Vesuvius Share Plan to
make Performance and/or Restricted Share awards on recruitment. In making any such awards, the
Committee will review the terms of any forfeited awards, including, but not limited to, vesting periods,
the performance targets (if any), the expected value of such awards on vesting and the likelihood of the
performance targets applicable to such awards (if any) being met, whilst retaining the discretion to
make any buy-out award the Committee determines is necessary and appropriate.
The Committee may also require the appointee to purchase shares in Vesuvius to a pre-agreed level
prior to vesting of any such awards. The value of any buy-out award will be capped, to ensure its
maximum value is no higher than the value of the awards that the individual forfeited on joining
Vesuvius. Any such awards will be subject to malus and clawback.
Reimbursement
of other costs
In addition to the elements noted above, the Committee may consider reimbursement of other
demonstrable, specific costs incurred by an individual in relation to their appointment (e.g. legal costs).
Policy for joining and leaving:
Recruitment policy
2026 Remuneration Policy
continued
109
Strategic report
Governance
Financial statements
Vesuvius has the option to make a payment in lieu of part or
all of the required notice period for Executive Directors. Any
such payment in lieu will consist of the base salary, pension
contributions and value of benefits to which the Director would
have been entitled for the duration of the remaining notice period,
net of statutory deductions in each case. Half of any payments in
lieu of notice would be made in a lump sum, the remainder in
equal monthly instalments commencing in the month in which the
midpoint of their foregone notice period falls (and are reduced or
extinguished by salary from any role undertaken by the departing
Executive in this time). Executive Directors are subject to certain
non-compete covenants for a period of 9 to 12 months, and
non-solicitation covenants for a period of 12 months, following
the termination of their employment. Their service agreements
are governed by English law.
Executive Directors’ contracts do not contain any change of
control provisions; they do contain a duty to mitigate should
the Director find an alternative paid occupation in any period
during which the Company must otherwise pay compensation
on early termination.
The table below summarises how the awards under the annual
bonus and Vesuvius Share Plan are typically treated in different
leaver scenarios and on a change of control.
Whilst the Committee retains overall discretion on determining
‘good leaver’ status, it typically defines a ‘good leaver’ in
circumstances such as retirement with agreement of the
Company, ill health, disability, death, redundancy, or part of
the business in which the individual is employed or engaged
ceasing to be part of the Group. Final treatment is subject to
the Committee’s discretion.
Event
Timing
Calculation of vesting/payment
Annual Incentive Plan – during period prior to payment
Good leaver
Paid at the same time as to continuing
employees.
Annual bonus is paid only to the extent that any performance
conditions have been satisfied and is pro-rated for the proportion
of the financial year worked before cessation of employment.
In determining the level of bonus to be paid, the Committee may,
at its discretion, take into account performance up to the date of
cessation or over the financial year as a whole based on
appropriate performance measures as determined by the
Committee. The bonus may, at the Committee’s discretion,
be paid entirely in cash.
Bad leaver
Not applicable.
Individuals lose the right to their annual bonus.
Change of control
Paid on the effective date
of change of control.
Annual bonus is paid only to the extent that any performance
conditions have been satisfied and is pro-rated for the proportion
of the financial year worked.
Annual Incentive Plan – in respect of any amount deferred into awards over shares under the Vesuvius Deferred Share Bonus Plan
Good leaver
On the date of the event.
Deferred awards vest in full.
Bad leaver
On the date of the event.
Other than dismissal for cause, deferred awards will vest in full.
Change of control
1
Within seven days of the event.
Deferred awards vest in full.
Vesuvius Share Plan
Good leaver
2
On normal release date (or earlier at
the Committee’s discretion).
Unvested awards vest to the extent that any performance
conditions have been satisfied and a pro rata reduction applies to
the value of the awards to take into account the proportion of
performance period not served, unless the Committee decides
that the reduction in the number of vested shares is inappropriate.
Bad leaver
Unvested awards lapse.
Unvested awards lapse on cessation of employment.
Change of control
1
On the date of the event.
Unvested awards vest to the extent that any performance
conditions have been satisfied and a pro rata reduction applies
for the proportion of the vesting period not served, unless the
Committee decides that the reduction in the number of vested
shares is inappropriate.
1.
In certain circumstances, the Committee may determine that unvested awards under the Vesuvius Deferred Share Bonus Plan and Vesuvius Share Plan will not vest
on a change of control but will instead be replaced by an equivalent grant of a new award, as determined by the Committee, in the new company.
2.
Under the rules of the Vesuvius Share Plan, any vested shares, net of any tax liabilities, are subject to a further two-year holding period after the vesting date. The holding
period may be terminated early at the Committee’s discretion in exceptional circumstances, including a change of control or where the award holder dies or leaves
employment due to ill health, injury or disability.
Benefits normally cease to be provided on the date employment
ends. However, the Committee has the discretion to (a) allow some
minor benefits (such as health insurance, tax advice and
repatriation expenses) to continue to be provided for a period
following cessation or (b) enable other benefits (e.g. such as
long-service gifts) to be provided where this is considered fair and
reasonable, or appropriate on the basis of local market or
Company-wide practice. In addition, the Committee retains
discretion to fund other expenses for the Executive Director; for
example, payments to meet legal fees incurred in connection with
Policy for joining and leaving:
Exit payment policy
Vesuvius plc
Annual Report and Financial Statements 2025
110
2026 Remuneration Policy
continued
termination of employment, or to meet the costs of providing
outplacement support, and de minimis termination costs up to
£5,000 to cover the transfer of mobile phone or other
administrative expenses.
The Committee reserves the right to make any other payments in
connection with a Director’s cessation of office or employment
where the payments are made in good faith in discharge of an
existing legal obligation (or by way of damages for breach of such
an obligation) or by way of a compromise or settlement of any
claim arising in connection with the cessation of a Director’s office
or employment.
In certain circumstances, the Committee may approve new
contractual arrangements with departing Executive Directors,
including (but not limited to) settlement, confidentiality, restrictive
covenants and/or consultancy arrangements. These would be
used only where the Committee believed it was in the best
interests of the Company to do so.
The Company seeks to appoint Non-executive Directors who
have relevant professional knowledge and have gained
experience in a relevant industry and geographical sector,
to support diversity of expertise on the Board and match
the wide geographical spread of the Company’s activities.
Non-executive Directors attend Board, Committee and other
meetings, held mainly in the UK, together with an annual strategy
review to debate the Company’s strategic direction.
All Non-executive Directors are expected to familiarise
themselves with the scale and scope of the Company’s business
and to maintain their specific technical skills and knowledge.
The Board sets the level of fees paid to the Non-executive
Directors after considering the role and responsibilities of each
Director and the practice of other companies of a similar size and
international complexity. The Non-executive Directors do not
participate in Board discussions on their own remuneration.
Alignment/purpose
Operation
Opportunity
Performance
Fees
To attract and
retain Non-executive
Directors of the
necessary skill and
experience by offering
market-competitive fees
Fees are normally reviewed every year by the Board.
Non-executive Directors are paid a base fee for the
performance of their role plus additional fees for roles
that involve significant additional time commitment
and/or responsibility. Such roles could include, but are
not limited to, Committee chairmanship (and, where
appropriate, membership) or acting as the Senior
Independent Director. Fees may be paid in cash
and/or shares.
When travelling internationally on Company business,
all Non-executive Directors may also be provided with
additional travel allowance payments, reflecting the
associated time commitment, paid in cash.
The Chairman is paid a single cash fee and receives
administrative support from the Company.
Non-executive Directors and the Chairman will be
paid market-appropriate fees, with any increase
reflecting changes in the market or adjustments to
a specific Non-executive Director’s role.
Any travel allowances payable will take into account
the travel time incurred as necessary to fulfil
Company business.
No eligibility for bonuses, retirement benefits or to
participate in the Group’s employee share plans.
Base fees paid to Non-executive Directors excluding
the Chairman will, in aggregate, remain within the
aggregate limit stated in our Articles, currently
being £750,000.
None.
Benefits and expenses
To facilitate execution
of responsibilities
and duties required
by the role
All Non-executive Directors are reimbursed for
reasonable expenses and/or provided with allowances
in connection with carrying out their duties (this includes
covering any personal tax owing).
Should the Board deem it appropriate, additional
benefits can be provided to Non-executive Directors
as required (e.g. liability insurance).
Non-executive Directors are paid in accordance with
Vesuvius’ expense and allowance procedures.
Provision of additional benefits will be at the
discretion of the Board and will reflect the reasonable
needs of a Non-executive Director in undertaking
Company business.
None.
Policy for Non-executive Directors
Terms of service of the Chairman and other
Non-executive Directors
The terms of service of the Chairman and the Non-executive
Directors are contained in letters of appointment. Each
Non-executive Director is appointed subject to their election
at the Company’s first Annual General Meeting following their
appointment and re-election at subsequent Annual General
Meetings. The Chairman is entitled to six months’ notice from the
Company. None of the other Non-executive Directors is entitled
to receive compensation for loss of office at any time.
All Non-executive Directors are subject to retirement, and election
or re-election, in accordance with the Company’s Articles of
Association. The current policy is for Non-executive Directors
to serve on the Board for a maximum of nine years, with review
at the end of three and six years, subject always to mutual
agreement and annual performance evaluation. The Board
retains discretion to extend the tenure of Non-executive Directors
beyond this time, subject to the requirements of Board balance
and independence being satisfied.
The table below shows the date of appointment for each of the Non-executive Directors:
Non-executive Director
Date of appointment
Carl-Peter Forster
1 November 2022
Carla Bailo
1 February 2023
Italia Boninelli
1 June 2024
Dinggui Gao
1 April 2021
Friederike Helfer
4 December 2019
Eva Lindqvist
15 May 2024
Robert MacLeod
1 September 2023
Directors’ Remuneration Report
Executive Directors’ remuneration in the year ahead
The table below sets out the phasing of receipt of the various elements of Executive Director remuneration for 2026.
2026 | 2027 | 2028 | 2029 | 2030 | 2031 | Description and link to strategy | ||
S | Base salary | Salaries are set at an appropriate level to enable the Company | ||||||
to recruit and retain key employees, and reflect the individual’s | ||||||||
experience, role and contribution within the Company. | ||||||||
B | Benefits | Provides normal market practice benefits. | ||||||
P | Pension | The pension benefit helps to recruit and retain key employees | ||||||
and ensures income in retirement. | ||||||||
AI | Annual | The Annual Incentive incentivises the Executive Directors | ||||||
Incentive | to achieve key short-term financial and strategic targets of | |||||||
the Group. | ||||||||
AI | Deferred | The deferral of a portion of the Annual Incentive increases | ||||||
Annual | alignment with shareholders. | |||||||
Incentive | ||||||||
VSP | Vesuvius | Holding | Awards under the Vesuvius Share Plan align Executive | |||||
Share Plan | period | Directors’ interests with those of shareholders through the | ||||||
delivery of shares and assist in the retention of the Executive | ||||||||
Directors. The VSP rewards the Executive Directors for | ||||||||
achieving the strategic objectives of growth in shareholder | ||||||||
value and earnings and of our three priority long-term | ||||||||
ESG targets. |
Strategic report
Governance
Financial statements
111
112
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
The table below sets out how the Remuneration Policy will be applied to the Executive Directors’ remuneration for 2026. Further details
about each of the elements of remuneration are set out in the Remuneration Policy.
S
Base salary
Patrick André
£794,300
Mark Collis
£477,800
2025: £778,680
2025: £455,000
As explained in the Committee
Chair’s Introductory Statement to
this Directors’ Remuneration
Report, the Chief Executive was
awarded a 2% increase, effective
1 January 2026.
As explained in the Committee
Chair’s Introductory Statement
to this Directors’ Remuneration
Report, the CFO was awarded
a 5% increase, effective
1 January 2026.
B
Benefits
Benefits for Executive
Directors may include:
–
Car allowance
–
Private medical care
–
Relocation expenses
–
Tax advice and tax
reimbursement
–
Commuting costs
–
School fees
–
Directors’ spouses’ travel
–
Administrative expenses
P
Pension
17% of base salary, in line with the average received by the majority of the global workforce.
AI
Annual Incentive
Annual Incentive potential for
Patrick André, maximum value
175%
of base salary
Annual Incentive potential for
Mark Collis, maximum value
150%
of base salary
For 2026, the maximum Annual Incentive potential for Patrick André will remain at the level previously available, i.e. 175% of base
salary with target Annual Incentive potential being 87.5% of base salary for the achievement of target performance in all elements.
For Mark Collis, the potential will also remain at the level previously available, i.e. 75% at target, and 150% at maximum. Payouts will
commence and increase incrementally from 0% once the threshold performance for any of the elements has been met. As detailed
in the Chair’s Introductory Statement to this Directors’ Remuneration Report, the performance ranges that will apply to the 2026
financial targets have been re-calibrated vis-à-vis the approach taken in prior years to better reflect our focus on growth in 2026 at the
same time as recognising the need to set a realistic but stretching incentive in the context of highly cyclical end-markets and current
market conditions.
33% of any Annual Incentive earned will be deferred into awards over shares, which will vest after a holding period of three years, except
in cases of dismissal for cause. Subject to shareholder approval of our 2026 Remuneration Policy at the 2026 AGM, where shareholding
requirements have been met, or exceeded, the Committee retains the discretion to reduce the deferral amount to 20% of any Annual
Incentive earned, for a period of two years.
These incentives are based 50% on Group Headline EPS, 30% on the Group’s working capital to sales ratio (based on the 12-month
moving average) and 20% on specified personal objectives.
The Company will not be disclosing the targets set until after the relevant performance period has ended because of commercial
sensitivities. Targets will be set and performance assessed so as to exclude approved restructuring costs and any unbudgeted
M&A costs.
The personal objectives for 2026 are focused on long-term strategic objectives or are job-specific in nature and track performance
against the Group’s key strategic, organisational and operational goals with a specific focus on ESG outcomes.
VSP | |||
Vesuvius Share Plan (VSP) | |||
Patrick André, maximum value | 200% | of base salary | Share awards with a maximum value of 200% of salary will be |
granted to Patrick André and, for Mark Collis a maximum value | |||
of 150% of salary will be granted. The grant price for the awards | |||
Mark Collis, maximum value | 150% | of base salary | will be determined by reference to the average share price over |
the 30 calendar days prior to grant. Vesting of 40% of shares | |||
awarded will be based upon the Company’s TSR performance | |||
relative to that of the constituent companies of the FTSE 250 | |||
(excluding Investment Trusts), 40% on post-tax return on invested | |||
capital (ROIC) and 20% on ESG. Targets are set out overleaf. | |||
Performance will be measured over three years with awards | |||
vesting after three years. There will then be a further two-year | |||
holding period applicable to the awards. |
Strategic report
Governance
Financial statements
113
Targets for the VSP Awards for the year 2026
Weighting
40%
TSR ranking relative to FTSE 250
excluding Investment Trusts
Vesting percentage | |
(of total LTIP) | |
Below median | 0% |
Median | 10% |
Between median and | Pro rata between |
upper quintile | 10% and 40% |
Upper quintile and above | 40% |
Weighting
40%
Post-tax ROIC
1
Average ROIC over | ||
Vesting percentage | three-year | |
(of total LTIP) 2 | performance period | |
Threshold and below | 0% | 11.0% |
Maximum | 40% | 14.5% |
1.
ROIC is defined as Net Operating Profit After Tax (NOPAT), divided by invested
capital (IC). NOPAT is defined as Group trading profit, plus post-tax share of JV
results, less amortisation of intangible assets calculated as an average over the
target period. (The inclusion of amortisation charges serves to reduce the
calculation of ROIC returns though we believe this to be the most appropriate
definition.) Invested capital is defined as total assets excluding cash and
non-interest-bearing liabilities, less the goodwill and intangibles that arose
under IFRS 3 in respect of the Foseco acquisition in 2008, calculated as the
average of IC at the start and the end of the target period at constant currency.
2.
Vesting between these points will be on a straight-line basis.
Weighting
20%
Environment, Social and Governance
Safety: Average Lost Time Injury Frequency Rate (LTIFR)¹
2026-2028
Vesting percentage | ||
(of total LTIP) 2 | Range | |
Threshold and below | 0% | 0.80 |
Maximum | 5% | 0.50 |
Energy: CO
2
e: Reduction in Scope 1 and 2 CO
2
e emission intensity
excluding the dolime process (vs 2019 baseline) in 2028³
Vesting percentage | ||
(of total LTIP) 2 | Range | |
Threshold and below | 0% | -46% |
Maximum | 10% | -50% |
Diversity: Gender diversity in Senior Leadership Group⁴ on
31 Dec 2028
Vesting percentage | ||
(of total LTIP) 2 | Range | |
Threshold and below | 0% | 21% |
Maximum | 5% | 24% |
1.
LTIFR is the Lost Time Injury Frequency Rate, based on the number of lost time
injuries that occur during the performance period per million hours worked.
2.
Straight-line vesting between threshold and maximum.
3. Reduction of CO
2
e emissions per metric tonne of product packed for shipment.
4.
Senior Leadership Group is defined as the Group Executive Committee plus the
most senior Vesuvius managers worldwide, in terms of their contribution to the
Group’s overall results and to the execution of the Group’s strategy.
Explaining the ROIC target range
The Committee has considered the Group strategy over the
period, market conditions, and historic and current estimates
of WACC provided by our financial advisers in determining the
target range. The ROIC target excludes goodwill and intangibles
that arose upon the historic acquisition of Foseco in 2008, as the
Committee believes that this approach removes the distortive
effects of that acquisition, and provides a clearer measure of
management performance. This measure is one of the
Company’s KPIs, as set out on page 17.
The targets have been set,
and performance will be assessed, excluding approved
restructuring costs. The threshold payout level remains at 0% this
year, but may change for future awards.
As detailed in the Chair’s Introductory Statement to this Directors’
Remuneration Report, the 2026 awards ROIC targets have been
re-calibrated vis-a-vis the approach taken in 2025 having had
regard to the financial information noted above as well as
reviewing the performance achieved in 2025 and forecast market
conditions for the next three-year period. In this context, the range
set is considered to achieve the objective of setting a realistic but
stretching incentive in our business context, with the targets
viewed as being at least as challenging as those set in 2025 given
where we are in the business cycle.
Adjustments to the ROIC target range may be required should
the Board approve certain mergers, acquisitions or disposals.
For any such event that requires Board approval then
management will assess the potential impact on ROIC as part
of their broader submission, and the Committee will determine
whether any adjustment to targets should be made. In general,
the Committee will have regard to the materiality of the event
and the timing in the life of the award cycle. The intention will
be to maintain fair, stretching but achievable targets, whilst not
providing a disincentive to management to bring forward
proposals for mergers, acquisitions or disposals that are in the
Company’s interest.
Explaining the ESG metrics
The Environment, Social and Governance targets for the 2026
awards represent key strategic priorities for the management
team as well as the Board.
Safety continues to be of paramount cultural importance to
Vesuvius and progressive improvement has been made in
recent years. The targets are considered stretching in the
context of an operationally challenging environment with many
employees working remotely at customer sites and noting that,
the better our performance outcome, the exponentially harder it is
to make further progress. Lost Time Injury Frequency Rate is a
recognised metric, and is measured per million hours worked.
Energy – the reduction in Scope 1 and 2 emissions is a key feature
of the Company’s sustainability strategy (see pages 36 to 56) and
as such a measure of CO
2
e emission intensity is used (CO
2
e
emissions per tonne of product packed for shipment). Baseline
and current emissions have been verified by Carbon Footprint Ltd.
The targets have been set relative to the 2025 outturn of -46%
(versus the 2019 baseline) which, as outlined on page 53, reflected
actual performance excluding the dolime process.
Diversity – a focus on gender diversity has seen improvements in
the Senior Leadership Group of c. 150 individuals in recent years.
The Committee notes that the market for female talent in the
sector remains extremely tight and, following a review of
estimated market talent pipelines in our industry, it believes
that the target range is appropriately stretching.
114
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
Single total figure table – audited
The table below sets out the total remuneration received by Executive Directors in the financial year under review:
Patrick André | Mark Collis | |||
2025 | 2024 | 2025 | 2024 | |
(£000) | (£000) | (£000) | (£000) | |
Total salary | 779 | 756 | 455 | 441 |
Taxable benefits 1 | 53 | 78 | 28 | 27 |
Pension 2 | 132 | 129 | 77 | 75 |
Total fixed pay 3 | 964 | 963 | 561 | 543 |
Annual Incentive 4 | 288 | 483 | 145 | 240 |
Long-Term Incentives 5,6,7,8 | 449 | 963 | 180 | – |
Buy-out awards 9,10 | – | – | – | 14 |
Total variable pay 11 | 736 | 1,446 | 326 | 254 |
Total 12 | 1,700 | 2,409 | 886 | 797 |
1.
Standard benefits for the Executive Directors include car allowance and private
medical care. In 2024, Patrick André also received external professional services
support, funded by the Company, in relation to clarifying his status and assessing
his liabilities associated with the forthcoming implementation of the Foreign
Income and Gains regime.
2.
The pension figures for 2024 and 2025 for Patrick André and Mark Collis
represent the value of all cash allowances and contributions received in respect
of pension benefits, at a rate of 17% of base salary, implemented in line with the
Remuneration Policy from 1 January 2023. In 2024 and 2025, for both Patrick
André and Mark Collis, pension benefit comprised £10,000 contribution into
pension, with the remainder provided as a pension cash supplement.
3.
The sum of total salary, taxable benefits and pension.
4.
This figure includes the Annual Incentive payments to be made to the Executive
Directors in relation to the year under review. 33% of any Annual Incentive
payments will be deferred into awards over shares, subject to a three-year
vesting period, and subject to no further performance measures. See page 105
for more details. Leaver and change of control provisions in relation to these
shares are set out in the Policy on page 109.
5.
The 2024 figure represents the Performance Share awards granted to Patrick
André in 2022 under the VSP, which vested in 2025.
6.
The value of the 2024 Long-Term Incentive, relating to the Performance Share
award granted to Patrick André under the VSP in 2022, is reflective of a share
price depreciation of 2.99% between the share price used at grant (402.0p),
versus the vesting share price of 390.0p. The values also include dividend vesting
at 67.35p per vested share.
7.
The 2025 figures represent the Performance Share awards granted to Patrick
André and Mark Collis in 2023 under the VSP, which will vest in 2026.
8.
The values of the 2025 Long-Term Incentive, relating to the Performance Share
awards granted to Patrick André and Mark Collis under the VSP in 2023, are
reflective of a share price depreciation of 6.20% between the share price used at
grant (405.0p), versus the Q4 2025 average share price (379.9p) used as a proxy
for the vesting price. The values also include dividend vesting at 69.35p per
vested share.
9.
As detailed on page 126 of the 2023 Annual Report, Mark Collis received
a one-off payment to compensate for the 2022 annual incentive payment
forfeited when leaving his former employer, as well as a combination of
Restricted Share awards and Performance Shares to compensate for forfeited
equity incentives, which the Committee resolved to make in line with the
Remuneration Policy.
10.The figure quoted here for 2024 comprises the two Performance Share awards,
for which the performance period ended on 31 December 2023, but for which the
vesting performance (aligned with that of Mark Collis’s former employer) was not
as yet known at the time of publication of the 2023 Annual Report. The awards,
granted on 20 June 2023, comprised 23,820 shares due to vest at earliest on
8 April 2024, and 5,955 shares due to vest at earliest on 9 March 2026, as detailed
further on page 129 of the 2023 Annual Report. The resulting vesting performance
of these awards, as detailed on page 142 of the John Wood Group plc 2023
Annual report, was 10% of maximum. The value shown here reflects the vested
value of the first of these awards based on the vesting share price of 491.5p on
8 April 2024 (reflecting a share price appreciation of 26.9% versus the share price
used at grant, 387.3p, that being the average closing share price for the
30 dealing days prior to the Board’s confirmation of his appointment on
4 January 2023), plus dividend vesting at 6.8p per vested share; plus the vested
value of the second of these awards, due to vest on 9 March 2026, for which
the Q4 2025 average share price (379.9p) has been used as a proxy for the
vesting price.
11. The sum of the value of the Annual Incentive, Long-Term Incentives and Buy-out
awards where the performance period ended during the financial year.
12.The sum of base salary, benefits, pension, Annual Incentive, Long-Term
Incentives and buy-out awards where the performance period ended during the
financial year.
Additional note:
13. Total 2025 Directors’ Remuneration (Executive Directors and Non-executive
Directors) is £3.431m. 2024 Directors’ Remuneration for the current Directors who
served during 2024 was £3.967m.
Executive Directors’ remuneration in year under review
Strategic report
Governance
Financial statements
115
Incentive for 2025 performance – audited
The Executive Directors are eligible to receive an Annual Incentive
calculated as a percentage of base salary, based on achievement
against specified financial targets and personal objectives. Each
year, the Remuneration Committee establishes the performance
criteria for the forthcoming year. The financial targets are set by
reference to the Company’s financial budget. The target range is
set to ensure that Annual Incentives are only paid out at maximum
for significantly exceeding performance expectations. The
Remuneration Committee considers that the setting and
attainment of these targets is important in the context of
achievement of the Company’s longer-term strategic goals.
Payouts will commence and increase incrementally from 0%
once the threshold performance for any of the elements has
been met.
The Annual Incentive has a target level at which 50% of the
maximum opportunity is payable, and a maximum performance
level at which 100% of the maximum opportunity is earned,
on a pro rata basis.
For 2025, the maximum Annual Incentive potential for the
Executive Directors was 175% of base salary for Patrick André
and 150% for Mark Collis, with their target Annual Incentive
potential being 87.5% and 75% of base salary respectively.
For the Financial Year 2025, the Executive Directors’ Annual
Incentives were based 50% on Group Headline EPS, 30% on the
Group’s working capital to sales ratio (based on the 12-month
moving average) and 20% on specified personal objectives.
Financial targets and outcomes for the Annual Incentive in 2025
The 2025 Vesuvius Group Headline EPS performance targets set out below were set at the December 2024 full-year average foreign
exchange rates, being the rates used for the 2025 budget process.
In assessing the Group’s performance against these targets, the Committee has applied adjustments to ensure a constant currency
approach, including retranslating the full-year 2025 EPS performance at December 2024 full-year average foreign exchange rates to
establish performance, consistent with practice in previous years.
| 2025 Financial targets | 2025 Outcomes | |||||
Incentive outturns | ||||||
Metric | (% of salary) | |||||
Metric | Threshold | Target | Maximum | outcome | CEO | CFO |
Group Headline EPS | 38.9p | 43.1p | 47.3p | 36.9p | 0.0% | 0.0% |
Group Working Capital/Sales | 23.6% | 22.8% | 22.0% | 23.4% | 6.5% | 5.6% |
Based on the above outcomes, the total incentive outturns related
purely to financial objectives were 6.5% of base salary and 5.6%
of base salary for the Chief Executive and CFO respectively.
Personal objectives
In 2025, a proportion (20%) of the Annual Incentive for Executive
Directors (representing 35% of salary for the Chief Executive, and
30% of salary for the CFO) was based on the achievement of
personal objectives. The Committee sets specific target ranges
for such objectives, against which actual performance is then
measured. A summary of 2025 performance is detailed in the
following tables.
116
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
Patrick André
Summary of objective | Key objective details | Summary of outcome | ||
Review and implement | – | Drive Company’s role in consolidation of the Steel and | – | Action plan developed and initiated to precipitate enhanced performance |
Group strategy | Foundry industries | of the Foundry business | ||
– | Conduct top-down review of asset portfolio, and | – | Group exposure in EMEA significantly reduced to 20%, compared with | |
formulate plans to address under-performance | 30% in 2023, ahead of internal plans | |||
– | Close at least one attractive external acquisition | – | Acquisitions ahead of plan, with that of Morgan Molten Metal Systems | |
in 2025 | business signed and finalised following complex and protracted legal and | |||
regulatory challenges and the PiroMET acquisition consolidated into the | ||||
global business | ||||
– | Overall objective outcome was close to maximum | |||
Drive operational | – | Maximise pace of revised annualised cash savings, in line | – | Exit rate at over £37m, above maximum in relation to cash savings targets |
performance | with the framework presented during the 2023 Capital | set at the start of the year | ||
Markets Day | – | New quality dashboard fully deployed, with improvement plans | ||
– | Significantly progress the Group’s quality journey, | successfully deployed in three out of four flagship plants and in all six other | ||
particularly in relation to deployment of a quality | VISO plants | |||
dashboard and improvement plans at flagship plants | – | Overall objective outcome was close to maximum | ||
and VISO plants | ||||
Prepare GEC | – | Ensure successful induction of two new BU Presidents | – | Successful induction of both Nitin Jain and Manuel Delfino in their new BU |
succession and | during 2025 | President roles, including significant management of the Foundry business | ||
reinforce talent | – | Continue to develop internal succession pipelines | for five months to facilitate smooth transition of Manuel Delfino | |
management | for other GEC roles including CE, CFO and | – | Ongoing development of multiple succession candidates for CE, CFO and | |
BU Presidents | BU President roles | |||
– | Overall objective outcome was close to maximum | |||
Improve Vesuvius’ | – | Drive further reduction in CO 2 emission intensity | – | Continued, significant improvements in energy efficiency across the |
sustainability | and drive targeted initiatives to improve gender diversity | business | ||
performance | in the Senior Leadership Group | – | SLG gender diversity below targeted improvement levels | |
– | Overall objective outcome was at target | |||
In summary, the scores against each objective target, summarised above (disclosures tailored allowing for commercial sensitivity),
resulted in a formulaic outcome of 30.5% of contractual base salary, out of the maximum potential 35%.
Mark Collis
Summary of objective | Key objective details | Summary of outcome | ||
Deliver progress on key | – | Drive Company’s role in consolidation of the Steel and | – | Action plan developed and initiated to precipitate enhanced performance |
strategic initiatives | Foundry industries | of the Foundry business | ||
– | Conduct top-down review of asset portfolio, and | – | Group exposure in EMEA significantly reduced to 20%, compared with | |
formulate plans to address under-performance | 30% in 2023, ahead of internal plans | |||
– | Close at least one attractive external acquisition | – | Acquisitions ahead of plan, with that of Morgan Molten Metal Systems | |
in 2025 | business signed and finalised following complex and protracted legal and | |||
– | Develop roadmap for delivering enhanced return on | regulatory challenges and the PiroMET acquisition consolidated into the | ||
sales in Foundry | global business | |||
– | Strong roadmap developed and instrumental guidelines set for the | |||
Business Units | ||||
– | Overall objective outcome was close to maximum | |||
Drive operational | – | Maximise pace of revised annualised cash savings, in line | – | Exit rate at over £37m, above maximum in relation to cash savings targets |
performance | with the framework presented during the 2023 Capital | set at the start of the year | ||
Markets Day | – | Review of IT efficiencies ongoing and subject to finalisation in relation to | ||
– | Implement identified cybersecurity improvements whilst | cybersecurity improvements | ||
ensuring IT efficiencies and minimising need for | – | SAP A1 completed in all Steel division in EMEA, all Canada and 80% | ||
additional resources | complete in Mexico | |||
– | Ensure SAP A1 go live throughout Steel Division in EMEA, | – | Overall objective outcome was determined at maximum | |
Canada, Mexico | ||||
Strengthen efficiency | – | Optimise global finance headcount | – | Finance headcount optimisation ahead of target |
in the global finance | – | Implement Finance Target Operating Model across | – | FTOM fully implemented in EMEA and North America, and organisation |
organisation and | EMEA, North America and Asia and ensure high quality | design completed for Asia | ||
reinforce talent | finance leadership in each Group Business Unit | – | Oversight of the successful selection and appointment of key BU finance | |
management | personnel to strengthen talent | |||
– | Overall objective outcome was between target and maximum | |||
In summary, the scores against each objective target, summarised above (disclosures tailored allowing for commercial sensitivity),
resulted in a formulaic outcome of 26.4% of contractual base salary, out of the maximum potential 30%.
The total Annual Incentive awards payable to Patrick André and Mark Collis, in respect of their service as Executive Directors during
2025, are therefore 36.9% and 32.0% of salary respectively, of which 33% will be deferred into awards over shares, to be held for a
period of three years, with vesting in accordance with the Remuneration Policy. Other than in cases of dismissal for cause, deferred
awards will vest in full. The Committee considered the appropriateness of this overall AIP payment in the context of the experience of
our various stakeholders during 2025 and was satisfied that no discretionary adjustments were required. The non-financial outcomes,
in particular, were considered to be fully reflective of the strategic progress delivered during the year.
Strategic report
Governance
Financial statements
117
2023 VSP Awards (vesting in 2026) – audited
The performance period applicable to these awards ended on 31 December 2025. Further details on the number of shares awarded
are shown on page 124.
Payout level | |||||||
(% of total | |||||||
Weighting | 0% vesting | 25% vesting | 50% vesting | 100% vesting | Performance achieved | award) | |
TSR relative to FTSE 250 | 40% | Below | Median | – | Upper | Between median | 12.3% |
excluding Investment Trusts 1,2 | median | quintile | and upper quintile | ||||
(Ranked 68th) | |||||||
Post-tax ROIC 1 | 40% | 8.5% | – | – | 11.0% | 7.9%4 | 0.0% |
Safety: Average Lost Time | 5% | 1.05 | – | – | 0.85 | 0.61 | 5.0% |
Injury Frequency Rate (LTIFR) | |||||||
2023-2025 | |||||||
Energy: CO 2 e: Reduction in Scope | 10% | -17% | – | – | -23% | -46%³ | 10.0% |
1 and 2 CO 2 e emission intensity | |||||||
(vs 2019 baseline) in 2025 3 | |||||||
Diversity: Gender diversity in | 5% | 20% | – | – | 26% | 21% | 0.8% |
the Senior Leadership Group | |||||||
on 31 Dec 2025 |
1.
Straight-line vesting applies between the vesting points.
2.
TSR vesting percentage begins at 25% of maximum for median TSR outcome, with straight-line vesting applying from 25% to maximum.
3.
Performance in relation to the Energy target reflects a change in the way CO2e statistics were calculated from 2024 onwards, and now shows the actual performance
excluding the dolime process. The targets for the 2023 VSP award were set based on the normal operation of the dolime process. If the dolime process had continued to
operate normally in 2025 (based on average production levels for 2019-2022), i.e. the same basis for modelling ‘normal’ performance, and the basis upon which the 2023
VSP targets were defined, this would show a proforma outturn of -31%, still beyond maximum. See page 53 for further information.
4.
Adjusted for separately reported approved restructuring costs and acquisition expenses.
Share awards granted during the financial year – audited
VSP award
An award was granted under the VSP to selected senior executives in April 2025. UK executives receive awards in the form of nil-cost
options with a flexible exercise date. This award is subject to the performance conditions described below and will vest in April 2028
(with a subsequent two-year holding period for any vested shares to April 2030).
Maximum | ||||||
number of | Face value | Face value | Threshold | End of | ||
Type of award | Date of grant | shares 1 | (£) | (% of salary) | vesting | performance period |
Patrick André | 7 April 2025 | 399,589 | £1,557,358 | 200% | ||
Nil-cost option | 25% of award | 31 December 2027 | ||||
Mark Collis | 7 April 2025 | 175,116 | £682,497 | 150% |
1.
In 2025, Patrick André and Mark Collis were entitled to receive allocations of Performance Shares worth 200% and 150% of their base salaries respectively. Awards were
calculated based on the average closing mid-market price of Vesuvius’ shares on the 30 dealing days prior to grant, of £3.8974. The maximum number of shares quoted
excludes any additional shares that may be awarded in relation to dividends accruing during the vesting and holding periods.
Vesting of the VSP awards is subject to satisfaction of the following performance conditions. Any LTIP vesting is at the discretion of the
Remuneration Committee.
Weighting | Threshold | 100% vesting | |
TSR relative to FTSE 250 excluding Investment Trusts 1 | 40% | Median | Upper quintile |
Group Post-tax ROIC 1 | 40% | 13.1% | 15.4% |
ESG: Safety: Average Lost Time Injury Frequency Rate (LTIFR) 2025-2027 1,2 | 5% | 0.80 | 0.50 |
ESG: Energy: CO 2 e: Reduction in Scope 1 and 2 energy CO 2 e | |||
emissions intensity excluding the dolime process (vs 2019 baseline) in 2027 1,3 | 10% | -42% | -45% |
ESG: Diversity: Gender diversity in Senior Leadership Group on 31 December 2027 1,4 | 5% | 20% | 24% |
1.
Straight-line vesting applies between the vesting points. Threshold vesting for the TSR element is 25% of maximum, and 0% of maximum for all other elements.
2. LTIFR is the Lost Time Injury Frequency Rate, based on the number of Lost Time Injuries that occur during the performance period. The calculation rate is the number of
lost time injuries that occur during the performance period per million hours worked.
3. Reduction of CO
2
e emissions per metric tonne of product packed for shipment.
4. Senior Leadership Group is defined as the Group Executive Committee plus the most senior Vesuvius managers worldwide, in terms of their contribution to the Group’s
overall results and to the execution of the Group’s strategy. This group comprises c. 150 members (number may fluctuate slightly from one year to the next based on
organisational changes).
Each of the VSP performance measures operates independently. The use of these measures is intended to align Executive Director
remuneration with shareholders’ interests. Prior to vesting, the Remuneration Committee reviews the underlying financial and
non-financial performance of the Company and individuals over the performance period to ensure that the vesting is justified,
and to consider whether to exercise its discretion including consideration of any potential windfall gains.
118
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
Deferred Share Bonus Plan award
33% of the Annual Incentive earned by Patrick André and Mark Collis in respect of performance in 2024 was deferred into a share
award granted in April 2025 under the Company’s Deferred Share Bonus Plan. There are no additional performance conditions
applicable to these awards. Leaver and change of control provisions in relation to these shares are set out in the Policy on page 109.
Number of | Face value | ||||
Type of award | Date of grant | shares | (£) | Vesting date | |
Patrick André | Conditional | 7 April 2025 | 41,300 | £160,963 | 7 April 2028 |
Mark Collis | award | 7 April 2025 | 20,537 | £80,041 | 7 April 2028 |
1. The number of shares has been calculated using the share price of £3.8974
(average closing share price for the 30 dealing days prior to grant) and excludes
any additional shares that may be awarded in relation to dividends accruing
during the vesting period.
Statement of Executive Directors’
shareholding – audited
The interests of Executive Directors and their closely associated
persons in ordinary shares as at 31 December 2025, including any
interests in share options and shares provisionally awarded under
the VSP, are set out below:
Outstanding share incentive awards | ||||
Conditional | ||||
Nil-cost options | awards | |||
Beneficial | With | Without | Without | |
holding in | performance | performance | performance | |
shares 4 | conditions 1 | conditions 2 | conditions 3 | |
Patrick André | 611,247 | 1,065,909 | 0 | 166,039 |
Mark Collis | 97,972 | 453,855 | 595 | 44,391 |
1.
These are Performance Shares granted under the VSP.
2.
These are the remaining, as yet unvested buy-out share awards, awarded to
Mark Collis, which are not subject to any additional performance conditions,
as detailed on page 129 of the 2023 Annual Report. These 595 shares were
granted subject to John Wood Group plc vesting performance, for which the
performance period ended at the end of 2023, but which are not due to vest
until 9 March 2026.
3.
These are awards granted under the Deferred Share Bonus Plan.
4.
Mark Collis’s beneficial shareholding includes 31,387 shares, awarded
as part of his buy-out share awards, and comprising: 1,349 shares plus
21 dividend-equivalent shares, which vested on 20 June 2023, which were
exercised on 25 August 2023 at a market value of 432.8 pence per share;
835 shares plus 12 dividend-equivalent shares, which vested and were exercised
on 11 March 2024 at a market value of 480.8 pence per share; 4,044 shares
plus 56 dividend-equivalent shares, which vested and were exercised on
8 April 2024 at a market value of 491.5 pence per share; 23,129 shares plus
1,776 dividend-equivalent shares, which vested and were exercised on
10 March 2025 at a market value of 392.0 pence per share; and 145 shares
plus 20 dividend-equivalent shares, which vested and were exercised on
28 April 2025 at a market value of 331.8 pence per share.
Additional notes:
5.
All outstanding share incentive awards are nil-cost options except awards made
under the Deferred Share Bonus Plan which are conditional awards.
6.
No awards vested without being exercised during the year, and indeed no nil-cost
options at all have vested without being exercised. For further details please see
the Appendix: Supplementary share-related information section on pages 123
and 124.
7.
None of the other Directors, nor their spouses, nor their minor children, held
non-beneficial interests in the ordinary shares of the Company during the year.
8.
There were no changes in the interests of Patrick André and Mark Collis in the
ordinary shares of the Company in the period from 1 January 2026 to the date of
this Report.
9.
All awards under the VSP are subject to performance conditions and continued
employment until the relevant vesting date. Full details of VSP award allocations
are set out on page 124.
10.Full details of Directors’ shareholdings and incentive awards are given in the
Company’s Register of Directors’ Interests, which is open to inspection at the
Company’s registered office during normal business hours.
Shareholding guidelines – audited
The Remuneration Committee encourages Executive Directors
to build and hold a shareholding in the Company. Under the
Remuneration Policy, the required holding is 200% of salary for all
Executive Directors. Executive Directors are required to retain at
least 50% (measured as the value after tax) of any shares received
through the operation of share schemes; in addition, permission to
sell shares held – whether acquired through the operation of share
schemes or otherwise – will not be given, other than in exceptional
circumstances, if, following the disposal, the shareholding
requirement is not achieved or is not maintained.
Compliance with the shareholding policy is tested at the end of
each year for application in the following year. Under the 2023
Remuneration Policy, the valuation of any holding is taken at the
higher of: (1) the share price on the date of vesting of any shares
derived from a share award, in respect of those shares only; and
(2) the average of the closing prices of a Vesuvius ordinary share
for the trading days in that December.
As at 31 December 2025, the Executive Directors’ shareholdings
against the shareholding guidelines contained in the Directors’
Remuneration Policy in force on that date (using the Company’s
share price averaged over the trading days of the period
1 December to 31 December 2025, of 389.4 pence per share)
were as follows:
Actual share | |||
ownership | Policy share | ||
as a percentage | ownership as a | ||
of salary at | percentage | ||
Director | 31 Dec 2025 | of salary | Policy met? |
Patrick André | 337% | 200% | Yes |
In the build-up | |||
Mark Collis | 85% | 200% | period |
Payments to past Directors and
loss of office payments – audited
There were no payments made to any Director for loss of office,
nor any payments to past Directors, during the year ended
31 December 2025.
Strategic report
Governance
Financial statements
119
Non-executive Directors
Single total figure table – audited
The table below sets out the total remuneration received by
Non-executive Directors in the financial year under review:
2025 | 2024 | |||||
Total | Taxable | Total | Taxable | |||
(£000) | fees 1 | benefits 2 | Total | fees 1 | benefits 2 | Total |
Carl-Peter | ||||||
Forster | 282 | 2 | 284 | 279 | 3 | 281 |
Carla Bailo | 100 | 4 | 104 | 97 | 6 | 103 |
Italia Boninelli 3 | 105 | 3 | 108 | 62 | 3 | 65 |
Dinggui Gao | 88 | 5 | 93 | 86 | 7 | 93 |
Friederike | ||||||
Helfer | 72 | 1 | 73 | 74 | 1 | 76 |
Eva Lindqvist 4 | 85 | 5 | 90 | 53 | 2 | 55 |
Robert | ||||||
MacLeod | 89 | 4 | 93 | 84 | 4 | 88 |
Total Non- | ||||||
executive | ||||||
Director | ||||||
remuneration | 821 | 24 | 845 | 735 | 26 | 761 |
1.
Effective from 2023, total fees for Non-executive Directors now include any
stipend fees paid as a result of intercontinental travel on Vesuvius business.
2.
The UK regulations require the inclusion of benefits for Directors where these
would be taxable in the UK on the assumption that the Director is tax resident in
the UK. The figures in the table therefore include expense reimbursement and
associated tax relating to travel, accommodation and subsistence for the
Director (and, where appropriate, their spouse) in connection with attendance at
Board meetings and other corporate business during the year, which are
considered by HMRC to be taxable in the UK.
3.
Italia Boninelli joined the Board on 1 June 2024.
4.
Eva Lindqvist joined the Board on 15 May 2024.
Additional note:
5.
The table excludes Kath Durrant and Douglas Hurt, who retired from the Board
in 2024. For further details please see the 2024 Annual Report.
Fee structure in 2026
The fee for the Chairman was also reviewed by the Committee
during the year and the fees for the Non-executive Directors by
the Board. It was decided that no increases would be applied and
as such the fees would remain at 2025 levels with effect from
1 January 2026. The Chairman’s fee therefore remains
£270,375; the Non-executive Directors’ fees remain at £68,150.
Supplementary fees also remain at 2025 levels, with the
supplementary Senior Independent Director fee being £13,000;
supplementary fee for the Chairs of the Audit and Remuneration
Committees being £17,000; and supplementary fee for the
Non-executive Director responsible for workforce engagement
being £12,000. The stipend of £4,000, payable to Non-executive
Directors in respect of each overseas, intercontinental trip they
undertake on Vesuvius business, remains in place, with the stipend
continuing to be payable for a maximum of five such trips in any
calendar year.
Statement of Non-executive Directors’
shareholding – audited
The interests of Non-executive Directors and their closely
associated persons in ordinary shares as at 31 December 2025
are set out below:
Beneficial | |
holding in | |
shares | |
Carl-Peter Forster | – |
Carla Bailo | – |
Italia Boninelli | – |
Dinggui Gao | – |
Friederike Helfer 1 | – |
Eva Lindqvist | – |
Robert MacLeod | 14,338 |
1. Friederike Helfer is a Partner of, and has a financial interest in, Cevian Capital
which held 57,249,896 ordinary shares (23.07% of Vesuvius’ issued share capital)
as at 31 December 2025 and remains 23.07% as at the date of this Report.
Additional notes:
2.
None of the other Directors, nor their spouses, nor their minor children, held
non-beneficial interests in the ordinary shares of the Company during the year.
3.
There were no changes in the interests of the Non-executive Directors in the
ordinary shares of the Company in the period from 1 January 2026 to the date of
this Report.
4.
Full details of Directors’ shareholdings are given in the Company’s Register of
Directors’ Interests, which is open to inspection at the Company’s registered office
during normal business hours.
120
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
Annual changes in Executive Directors’ pay versus employee pay
Executive Directors’ pay comparison
The London headquartered salaried employee workforce is presented as a voluntary disclosure of the representative comparator
group for the Vesuvius Group Parent Company as there is only one non-Director employee in the Parent Company.
Year-on-year change in pay for Directors compared to the London headquartered employee average
2025 | 2024 | 2023 | 2022 | 2021 | |||||||||||
Salary 2 | Bonus 3 | Benefits 5 | Salary 2 | Bonus 3 | Benefits 5 | Salary 2 | Bonus 3 | Benefits 5 | Salary 2 | Bonus 3 | Benefits 5,6 | Salary 2,4 | Bonus 3 | Benefits 5 | |
London | |||||||||||||||
headquartered | |||||||||||||||
employee | |||||||||||||||
average¹ | (1%) (55%) | 27% | 8% (40%) | 90% | 13% | 14% | 33% | (8%) | (12%) | 3% | 19% 236% | 120% | |||
Executive | |||||||||||||||
Directors | |||||||||||||||
Patrick André | 3% (40%) | (11%) | 5% (49%) | 13% | 12% | 29% | (22%) | 4% | (16%) | 11% | 11% 469% | (6%) | |||
Mark Collis | 3% (39%) | 5% | 5% (31%) | 22% | n/a | – | n/a | n/a | – | n/a | n/a | – | n/a | ||
Non-executive | |||||||||||||||
Directors¹³ | Fees 2 | Benefits 5 | Fees 2 | Benefits 5 | Fees 2 | Benefits 5 | Fees 2 | Benefits 5,6 | Fees 2 | Benefits 5 | |||||
Carl-Peter | |||||||||||||||
Forster⁷ | 1% | (31%) | 6% | (35%) | 0% | 97% | n/a | n/a | n/a | n/a | |||||
Carla Bailo⁸ | 3% | (38%) | 4% | 36% | n/a | n/a | n/a | n/a | n/a | n/a | |||||
Italia Boninelli⁹ | 28% | (9%) | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||
Dinggui Gao¹⁰ | 2% | (31%) | 4% | 1% | 38% | 121% | 20% | 100% | n/a | n/a | |||||
Friederike | |||||||||||||||
Helfer | (3%) | 0% | 11% | 16% | 12% | (36%) | 20% | (31%) | 11% | 969% | |||||
Eva Lindqvist¹¹ | 5% | 119% | n/a | n/a | n/a | n/a | n/a | n/a | n/a | n/a | |||||
Robert | |||||||||||||||
MacLeod¹² | (1%) | 9% | 35% | 364% | n/a | n/a | n/a | n/a | n/a | n/a | |||||
1.
This is the average percentage change, excluding the Executive Directors. Salaries, bonus and benefits relate to the relevant financial reporting year.
2.
Calculated using annualised salaries/fees. Note that, as of 2023, Non-executive Director fees reflect the inclusion of travel stipends payable for up to five intercontinental
trips on Vesuvius business per year.
3.
Calculated using data from the single figure table in the Annual Report. Note that for Mark Collis, the 2023 figure used for calculation is exclusive of any buy-out
incentives paid in 2023.
4.
During 2020, all Executive and Non-executive Directors took a voluntary 20% pay reduction for six months. Other senior employees in London headquarters also took a
pay reduction between 10% and 20%, depending on their level of seniority. Therefore, the total percentage increase for Patrick André in 2021 was higher than his agreed
salary increases, as this increase is compared with actual, partly-reduced salary paid during 2020 rather than full, contractual base salary.
5.
Benefits relate to taxable travel benefits, and Company pensions in the case of the Directors. It is calculated as the percentage increase or decrease on the actual figures
year-on-year and not annualised or pro-rated for any new starters. A correction has been made in this year’s report in relation to the annual change quoted in relation to
Patrick André for the year 2024: In the 2024 Annual Report this was quoted as 12%, and is now corrected to 13%.
6.
Calculations of 2021 benefits changes have been restated as compared with the 2021 Annual Report, to ensure correct alignment with single figure remuneration tables.
7.
Carl-Peter Forster joined the Board on 1 November 2022 and took over as Chairman on 1 December 2022.
8.
Carla Bailo joined the Board on 1 February 2023.
9.
Italia Boninelli joined the Board on 1 June 2024 and took over as Remuneration Committee Chair on 31 July 2024.
10. Dinggui Gao joined the Board on 1 April 2021.
11.
Eva Lindqvist joined the Board on 15 May 2024.
12.
Robert MacLeod joined the Board on 1 September 2023 and took over as Audit Committee Chair on 15 May 2024, and it is that change which accounts for the
proportionally higher increase in his fees and benefits in 2024 and his fees in 2025.
13.
The Non-executive Directors’ fees were reviewed and increased in 2022, 2023, 2024 and 2025.
Other regulatory disclosure requirements
Strategic report
Governance
Financial statements
121
CEO pay ratio
The UK employee workforce is the representative comparator
group to the Chief Executive, Patrick André, who is based in the
UK (albeit with a global role and responsibilities). Levels of pay
vary widely across the Group depending on geography and
local market conditions.
50th | ||||
25th | percentile | 75th | ||
Year | Method | percentile | (median) | percentile |
2019 | Option A ratio | 35:1 | 28:1 | 17:1 |
2020 | Option A ratio | 32:1 | 24:1 | 13:1 |
2021 | Option A ratio | 53:1 | 41:1 | 21:1 |
2022 | Option A ratio | 60:1 | 46:1 | 24:1 |
2023 | Option A ratio | 57:1 | 43:1 | 22:1 |
2024 | Option A ratio | 50:1 | 34:1 | 14:1 |
2025 | Option A ratio | 34:1 | 20:1 | 8:1 |
Total pay and | ||||
| 2025 | benefits (£) | 50,739 | 85,072 | 212,014 |
2025 | Salary (£) | 44,681 | 74,627 | 149,376 |
The table above shows the Chief Executive pay ratios versus our
UK employees since 2019. The pay ratios compare amounts
disclosed in the single total figure table for the Group Chief
Executive to the annual full-time equivalent remuneration of our
UK employees for 2019, 2020, 2021, 2022, 2023, 2024 and 2025.
The Remuneration Committee is comfortable that the ratios
reported reflect the remuneration principles applied and
represent a valid basis for comparison of remuneration.
A significant proportion of the Chief Executive’s remuneration
is based on performance-related pay, which affects said
remuneration disproportionately when compared with others.
This is reflected in the year-on-year variation in pay ratio.
The data has been calculated in accordance with ‘Option A’ in the
Companies (Miscellaneous Reporting) Regulations 2018, because
it allows the Company to show the total annualised full-time
equivalent remuneration (salary, incentives, allowances, fees,
taxable benefits) and percentiles across the financial year as at
31 December of each year.
Amounts have been annualised for those who joined part way
through the year or who are on part-time arrangements
and exclude those who left the organisation during the
reporting period.
The approach to calculating the pay ratios is consistent with
the prior year and there have not been any changes to the
compensation models in the reporting period.
The Committee is comfortable that the principles applied and the
quantum of compensation are appropriate across the Group’s
employee base. These are regularly benchmarked to ensure
market competitiveness. There is a consistent approach of
measuring against both business and personal performance for
all those who participate in incentive programmes. The Group
continues to monitor the effectiveness of all compensation
practices to identify future opportunities to ensure they remain
fair, consistent and in line with best practice.
Annual spend on employee pay
1
versus shareholder distributions
2
The charts below show the annual spend on all employees (including Executive Directors) compared with distributions made to
shareholders for 2024 and 2025:
2025 | 2024 | ||
(£m) | (£m) | Change | |
Employee pay 1 | 465.7 | 474.3 | (1.8%) |
Dividends 2 and share buybacks | 92.7 | 123.4 | (24.9%) |
1.
Employee pay includes wages and salaries, social security, share-based payments and pension costs, and other post-retirement benefits. See Note 7 to the Group
Financial Statements.
2.
Shareholder distributions/dividends includes interim and final dividends paid in respect of each financial year. In addition, figures quoted for both 2024 and 2025 also
reflect share buybacks. See Note 9 of the Company Financial Statements and Note 24 of the Group Financial Statements.
TSR performance and Chief Executive pay
The TSR performance graph compares Vesuvius’ TSR performance with that of the same investment in the FTSE 250 Index (excluding
Investment Trusts). This index has been chosen as the comparator index to reflect the size, international scope and diversity of the
Company. TSR is the measure of the returns that a company has provided for its shareholders, reflecting share price movements and
assuming reinvestment of dividends.
Vesuvius’ total
Vesuvius plc
FTSE 250 Index (excluding investment trusts)
shareholder
200
return
compared
against total
150
shareholder
return of the
FTSE 250 Index
(excluding
100
Investment
Trusts) over the
past ten years
50
0
Chief Executive pay – | François Wanecq 1 | Patrick André 2 | ||||||||
financial year ended | 31/12/16 | 31/12/17 | 31/12/18 | 31/12/19 | 31/12/20 | 31/12/21 | 31/12/22 | 31/12/23 | 31/12/24 | 31/12/25 |
Total remuneration | £1,675 1 | |||||||||
(single figure (£000)) | £1,173 | £465 2 | £2,022 | £1,220 | £936 | £1,706 | £2,225 | £2,473 | £2,409 | £1,700 |
Annual variable pay | 81% 1 | |||||||||
(% of maximum) | 50% | 85% 2 | 83% | 11% | 20% | 94% | 76% | 75% | 37% | 37% |
Long-term variable pay | 43.7% 1 | |||||||||
(% of maximum) | 0% | n/a 2 | 100% | 63% | 0% | 0% | 48% | 50% | 65% | 28% |
1.
Amounts shown in respect of François Wanecq for 2017 reflect payments in respect of his service as Chief Executive from 1 January 2017 to 31 August 2017 and the full
value of his VSP award in relation to the performance period 2015-2017.
2.
Amounts shown in respect of Patrick André for 2017 reflect payments in respect of his service as Chief Executive from 1 September 2017 to 31 December 2017.
Shareholder voting on remuneration resolutions
The 2024 Directors’ Remuneration Report (excluding the Directors’ Remuneration Policy) was approved by shareholders at the AGM
held on 16 May 2025, and the 2023 Directors’ Remuneration Policy was approved by Shareholders at the AGM held on 18 May 2023,
with the following votes:
Votes for | Votes against | Votes withheld | |
Approval of the Directors’ Remuneration Policy 2023 AGM | 234,279,589 (96.7%) | 7,890,060 (3.3%) | 8,514 |
Approval of the Directors’ Remuneration Report (excluding | |||
the Directors’ Remuneration Policy) 2025 AGM | 221,182,193 (99.7%) | 714,502 (0.3%) | 8,722 |
The Directors’ Remuneration Report has been approved by the Board and is signed on its behalf by:
Italia Boninelli
Chair of the Remuneration Committee
122
Vesuvius plc
Annual Report and Financial Statements 2025
Annual Report on Directors’ Remuneration
continued
123
Strategic report
Governance
Financial statements
Share usage
Under the rules of the VSP, the Company has the discretion to
satisfy awards either by the transfer of Treasury shares or other
existing shares, or by the allotment of newly issued shares. Awards
made under the Deferred Share Bonus Plan to satisfy shares
awarded to Directors in respect of their Annual Incentive, and
awards made to management of the Company over shares
pursuant to the Medium-Term Incentive Plan, must be satisfied
out of Vesuvius shares held for this purpose by the Company’s
Employee Benefit Trust (EBT).
The decision on how to satisfy awards is taken by the
Remuneration Committee, which considers the most prudent
and appropriate sourcing arrangement for the Company.
At 31 December 2025, the Company held 7,271,174 ordinary
shares in Treasury and the EBT held 1,974,099 ordinary shares.
No shares were purchased between 31 December 2025 and the
date of this report.
The EBT can be gifted Treasury shares by the Company, can
purchase shares in the open market or can subscribe for newly
issued shares, as required, to meet obligations to satisfy options
and awards that vest.
The VSP complies with the current Investment Association
guidelines on headroom which provide that overall dilution under
all plans over a rolling ten-year period should not exceed 10% of
the Company’s issued share capital, with a further limitation over
a rolling ten-year period of 5% for discretionary share schemes.
These limits remain available in full as headroom for the issue of
new shares or the transfer of Treasury shares for the Company.
No Treasury shares were transferred, or newly issued shares
allotted under the VSP during the year under review.
Deferred Share Bonus Plan allocations – audited
33% of the Annual Incentives earned by Patrick André and Mark Collis in respect of their periods of service as Directors of Vesuvius plc
were deferred into shares under the Company’s Deferred Share Bonus Plan. The following table sets out details of outstanding awards:
Grant and type of award
Total share
allocations as
at 1 Jan 2025
Additional
shares
allocated
during
the year
Allocations
lapsed during
the year
Shares
vested
during
the year
Total share
allocations
as at
31 Dec 2025
Market price
of the
shares on
the day
before
award (p)
Earliest
vesting/
release date
Patrick André
17 March 2022
1 Deferred Bonus Shares
75,207
–
–
(75,207)
0
385
17 Mar 2025
6 April 2023
2 Deferred Bonus Shares
60,179
–
–
–
60,179
386
6 Apr 2026
8 April 20243 Deferred Bonus Shares
64,560
–
–
–
64,560
492
8 Apr 2027
7 April 2025
4
Deferred Bonus Shares
–
41,300
–
–
41,300
333
7 Apr 2028
Total
199,946
41,300
–
(75,207)
166,039
Mark Collis
8 April 20243 Deferred Bonus Shares
23,854
–
–
–
23,854
492
8 Apr 2027
7 April 2025
4
Deferred Bonus Shares
–
20,537
–
–
20,537
333
7 Apr 2028
Total
23,854
20,537
–
–
44,391
1.
In 2022, Patrick André was awarded an Annual Incentive bonus in respect of his
service as a Director of Vesuvius plc in 2021 of £873,604. 33% of the bonus was
awarded in deferred shares (a conditional award). The allocation of shares was
made on 17 March 2022 and was calculated based upon the average closing
mid-market price of Vesuvius’ shares on the five dealing days before the award
was made, being £3.872. The total value of this award based on this share price
was £291,202. There were no additional performance conditions applicable to
this award, which therefore vested in full for Patrick André on the third
anniversary of the award date.
2.
In 2023, Patrick André was awarded an Annual Incentive bonus in respect of his
service as a Director of Vesuvius plc in 2022 of £731,091. 33% of this bonus was
awarded in deferred shares (a conditional award). The allocation of shares was
made on 6 April 2023 and was calculated based upon the average closing
mid-market price of Vesuvius’ shares on the 30 dealing days before the award
was made, being £4.0495. The total value of this award based on this share price
was £243,695. There are no additional performance conditions applicable to this
award, which will therefore vest in full for Patrick André on the third anniversary
of the award date.
3.
In 2024, Patrick André and Mark Collis were awarded Annual Incentive bonuses
in respect of their service as Directors of Vesuvius plc in 2023 of £942,480 and
£348,233 respectively. 33% of each bonus was awarded in deferred shares
(conditional awards). The allocations of shares were made on 8 April 2024 and
were calculated based upon the average closing mid-market price of Vesuvius’
shares on the 30 dealing days before the award was made, being £4.8661. The
total value of these awards based on this share price was £314,155 and £116,076
respectively. There are no additional performance conditions applicable to these
awards, which will therefore vest in full on the third anniversary of the award date.
4.
In 2025, Patrick André and Mark Collis were awarded Annual Incentive bonuses
in respect of their service as Directors of Vesuvius plc in 2024 of £482,895 and
£240,125 respectively. 33% of each bonus was awarded in deferred shares
(conditional awards). The allocations of shares were made on 7 April 2025 and
were calculated based upon the average closing mid-market price of Vesuvius’
shares on the 30 dealing days before the award was made, being £3.8974. The
total value of these awards based on this share price was £160,963 and £80,041
respectively. There are no additional performance conditions applicable to these
awards, which will therefore vest in full on the third anniversary of the award date.
Additional notes:
5. Mark Collis did not receive an Annual Incentive bonus in 2023, therefore no bonus
was awarded in deferred shares during that year.
6.
The mid-market closing price of Vesuvius’ shares during 2025 ranged between
313.8 pence and 421.0 pence per share, and on 31 December 2025, the last
dealing day of the year, was 396.8 pence per share.
Appendix: Supplementary share-related information
Directors’ Remuneration Report
Vesuvius plc
Annual Report and Financial Statements 2025
124
Vesuvius Share Plan award allocations – audited
The following table sets out outstanding awards that were allocated to Patrick André and Mark Collis under the VSP. All Performance
Share awards detailed below were granted in the form of nil-cost options. For Mark Collis, this table excludes the buy-out share awards
granted during 2023, which are detailed on page 129 of the 2023 Annual Report:
Grant and type of award
Total share
allocations as
at 1 Jan 2025
Additional
shares
allocated
during
the year
Allocations
lapsed
during
the year
Shares vested
and exercised
during the year
including
dividends
Total
share
allocations
as at
31 Dec 2025
Market price
of the shares
on the day
before award
(p)
Performance
period
Earliest
vesting date
End of
holding
period1
Patrick André
17 March 2022²
Performance Shares
319,900
–
(111,902) (243,916)³
0
⁴
385
1 Jan 22-
31 Dec 24
17 Mar
2025
17 Mar
2027
6 April 20235
Performance Shares
355,599
–
–
–
355,599
386
1 Jan 23-
31 Dec 25
6 Apr
2026
6 Apr
2028
8 April 20246
Performance Shares
310,721
–
–
–
310,721
492
1 Jan 24-
31 Dec 26
8 Apr
2027
8 Apr
2029
7 April 2025
7
Performance Shares
–
399,589
–
–
399,589
333
1 Jan 25-
31 Dec 27
7 Apr
2028
7 Apr
2030
Total
986,220
399,589
(111,902)
(243,916)³
1,065,909
Mark Collis
6 April 20235
Performance Shares
142,799
–
–
–
142,799
386
1 Jan 23-
31 Dec 25
6 Apr
2026
6 Apr
2028
8 April 20246
Performance Shares
135,940
–
–
–
135,940
492
1 Jan 24-
31 Dec 26
8 Apr
2027
8 Apr
2029
7 April 2025
7
Performance Shares
–
175,116
–
–
175,116
333
1 Jan 25-
31 Dec 27
7 Apr
2028
7 Apr
2030
Total
278,739
175,116
–
–
453,855
1.
Performance Shares granted from 2019 onwards are subject to a further
two-year holding period.
2.
In 2022, Patrick André was entitled to receive an allocation of Performance
Shares worth 200% of his base salary. In light of the volatile share price, the
Committee applied its discretion so that the number of shares in this allocation
was capped at a level based upon the average closing mid-market price of
Vesuvius’ shares on the five dealing days before the February 2022 Remuneration
Committee meeting of £4.02. As a result, Patrick André received an award of
319,900 shares which, at grant, was equivalent in value to 193% of his base
salary (£1,239,653*).
*
Grant value was based on the average closing mid-market price of Vesuvius’
shares on the five dealing days prior to grant (£3.872).
3.
Total shares exercised included 35,918 dividend-equivalent shares. Shares were
exercised at the point of vesting, at a market value of 390.0 pence per share.
4.
Shareholding as at 31 Dec 2025 is zero, noting that the sum total of shares
lapsed and vested/exercised during 2025 exceeds the outstanding allocation as
at 1 Jan 2025 due to the inclusion of dividend equivalent shares in the number of
shares vested/exercised.
5.
In 2023, Patrick André and Mark Collis were entitled to receive allocations of
Performance Shares worth 200% and 138% of their base salaries respectively**.
The award was made on 6 April 2023 and was calculated based upon the
average closing mid-market price of Vesuvius’ shares on the 30 dealing days
before the award was made, being £4.0495. As a result, Patrick André received
an award of 355,599 shares which, at grant, was equivalent in value to 200% of
his base salary (£1,439,998) and Mark Collis received an award of 142,799 shares
which, at grant, was equivalent in value to 138% of his base salary (£578,265).
**
Mark Collis’s entitlement in 2023, of 138%, is reflective of a pro-rated calculation
of the Chief Financial Officer’s normal 150% entitlement, reflecting his date of
joining the Company (1 April 2023), and therefore reflecting omission of the first
three months of the three-year performance period related to the award.
6.
In 2024, Patrick André and Mark Collis were entitled to receive allocations of
Performance Shares worth 200% and 150% of their base salaries respectively.
The award was made on 8 April 2024 and was calculated based upon the
average closing mid-market price of Vesuvius’ shares on the 30 dealing days
before the award was made, being £4.8661. As a result, Patrick André received
an award of 310,721 shares which, at grant, was equivalent in value to 200% of
his base salary (£1,511,999) and Mark Collis received an award of 135,940 shares
which, at grant, was equivalent in value to 150% of his base salary (£661,498).
7.
In 2025, Patrick André and Mark Collis were entitled to receive allocations of
Performance Shares worth 200% and 150% of their base salaries respectively.
The award was made on 7 April 2025 and was calculated based upon the
average closing mid-market price of Vesuvius’ shares on the 30 dealing days
before the award was made, being £3.8974. As a result, Patrick André received
an award of 399,589 shares which, at grant, was equivalent in value to 200% of
his base salary (£1,557,358) and Mark Collis received an award of 175,116 shares
which, at grant, was equivalent in value to 150% of his base salary (£682,497).
Additional notes:
8.
If the respective performance conditions for Patrick André’s and Mark Collis’s
awards are not met, then the awards will lapse. For awards granted from 2022
onwards, threshold level performance on TSR would entail 10.0% vesting, whilst
threshold performance on the other conditions entails 0% vesting.
9.
The Remuneration Committee also has the discretion to award cash or shares
equivalent in value to the dividend that would have been paid during the vesting
period on the number of shares that vest.
10.The mid-market closing price of Vesuvius’ shares during 2025 ranged between
313.8 pence and 421.0 pence per share, and on 31 December 2025, the last
dealing day of the year, was 396.8 pence per share.
Appendix: Supplementary share-related information
continued
The Directors submit their Annual Report together with the
audited consolidated financial statements of the Group and
of the Company, Vesuvius plc, registered in England and Wales
No. 8217766, for the year ended 31 December 2025.
The Companies Act 2006 requires the Company to provide
a Directors’ Report for Vesuvius plc for the year ended
31 December 2025.
The information that fulfils this requirement and which is
incorporated by reference into, and forms part of, this report is
included in the following sections of the Annual Report:
–
The Section 172(1) Statement
–
The Non-Financial and Sustainability Information Statement
–
The Governance section, including the Corporate
Governance Statement
–
Financial instruments: the information on financial risk
management objectives and policies contained in Note 25 to
the Group Financial Statements
This Directors’ Report and the Strategic Report contained on pages 3 to 72 together represent the management report for the purpose
of compliance with DTR 4.1.8 R of the Financial Conduct Authority’s Disclosure and Transparency Rules.
Listing Rule 6.6.1 R
Disclosures
The following disclosures are made in compliance with the Financial Conduct Authority’s Listing Rule 6.6.1 R:
Disclosure requirement under LR 6.6.1 R
Reference/Location
(1) Interest capitalised by the Group during the year
None
(2) Publication of unaudited financial information
Not applicable
(3) Details of any long-term incentive schemes
Pages 112 and 113
(4) Director waiver of emoluments
Not applicable
(5) Director waiver of future emoluments
Not applicable
(6) Allotment for cash of equity securities made during
the year
Not applicable
(7) Allotment for cash of equity securities made by
a major unlisted subsidiary during the year
Not applicable
(8) Details of participation of parent undertaking in
any placing made during the year
Not applicable
(9) Details of relevant material contracts in which a
Director or controlling shareholder was interested
during the year
Not applicable
(10) Contracts for the provision of services by a
controlling shareholder during the year
Not applicable
(11) Details of any arrangement under which
a shareholder has waived or agreed to waive
any dividends
Vesuvius plc holds 7,271,174 of its 10 pence ordinary
shares as Treasury shares. No dividends are payable
on these shares. The Trustee of the Company’s EBT has
agreed to waive, on an ongoing basis, any dividends
payable on shares it holds in trust for use under the
Company’s Employee Share Plans, details of which
can be found on pages 123, 124 and 127
(12) Details of where a shareholder has agreed to
waive future dividends
See above
(13) Statements relating to controlling shareholders
and ensuring company independence
Not applicable
125
Strategic report
Governance
Financial statements
Directors’ Report
Principle activities
Vesuvius is a global leader in molten metal flow engineering
and technology, and provides high-technology products and
solutions to industrial customers who operate in challenging
high-temperature conditions.
The principal activity of the Company is to act as the holding
company of the Group.
The Directors are not aware of any major changes in the Group’s
activities in the coming year, as at the date of this report.
Dividends
An interim dividend of 7.1 pence (2024: 7.1 pence) per Vesuvius
ordinary share was paid on 19 September 2025 to shareholders
on the register at the close of business on 15 August 2025. The
Board is recommending a final dividend in respect of 2025 of
16.5 pence (2024: 16.4 pence) per ordinary share which,
if approved, will be paid on 6 July 2026 to shareholders on
the register at 29 May 2026.
The Trustee of the Group’s employee benefit trust has waived
the right to receive any dividends.
Research and development
The Group’s investment in research and development (R&D)
in the year under review amounted to £35m (representing
approximately 2% (2024: 2% on a constant currency basis) of
Group revenue. Further details of the Group’s R&D activities can
be found in the Operating review and Sustainability sections of
the Strategic Report.
Task Force on Climate-related Financial
Disclosures (TCFD)
The Group has reported its climate-related information in
accordance with the TCFD framework. The majority of this
information is included in the Non-Financial and Sustainability
Information Statement in the Strategic Report. A schedule of
disclosure is included on page 40.
Energy consumption and efficiency/greenhouse
gas emissions
Information on our reporting of greenhouse gas emissions, and
the methodology used to record these, is set out on page 55 of the
Strategic Report. Details of the Group’s energy usage for 2025,
and the efficiency initiatives currently being undertaken, can be
found in the Non-Financial and Sustainability Information
Statement in the Strategic Report on pages 39 to 56.
Branches
A number of the Group’s subsidiary undertakings maintain
branches; further details of these can be found in Note 17.1
to the Group Financial Statements.
Directors
The current Directors of the Company are Patrick André, Carla
Bailo, Italia Boninelli, Mark Collis, Carl-Peter Forster, Dinggui Gao,
Friederike Helfer, Eva Lindqvist and Robert MacLeod.
The appointment and retirement of Directors is governed by the
Company’s Articles of Association (the Articles), the Code and the
Companies Act. All of the current Directors will offer themselves
for re-election at the 2026 AGM. Biographical information for
the Directors is given on pages 74 and 75. Further information
on the diversity of the Board and on the remuneration of, and
contractual arrangements for, the Executive and Non-executive
Directors is given on pages 74 and 124 in the Directors’
Remuneration Report. The Non-executive Directors do not
have service agreements.
There were no changes to the composition of the Board between
1 January 2026 and the date of this Report.
Powers of the Directors
Subject to the Articles, the Companies Act and any directions
given by special resolution, the business of the Company will be
managed by the Board. The Board may exercise all the powers of
the Company to borrow money and to mortgage or charge any of
its undertakings, property and uncalled capital and to issue
debentures or other securities, whether outright or as collateral
security for any debt, liability or obligation of the Company or of
any third party.
Directors’ indemnities
The Directors have been granted qualifying third-party indemnity
provisions by the Company and the Directors of the Group’s UK
Pension Plan’s Trustee Board (none of whom is a Director of
Vesuvius plc) have been granted qualifying pension scheme
indemnity provisions by Vesuvius Pension Plans Trustees Limited.
The indemnities for Directors of Vesuvius plc have been in force
since the date of their appointments. The Pension Trustee
indemnities were in force throughout the last financial year and
remain in force.
Substantial shareholders
The Company has been advised, in accordance with DTR 5 of the
Disclosure and Transparency Rules, of the following notifiable
interest of 3% or more in its issued ordinary shares:
As at date of
notification
As at
31 Dec 2025
1
As at
11 Mar 2026
1
Cevian Capital
23.00%
23.07%
23.07%
GLG Partners LP
6.26%
6.85%
6.85%
Aberforth Partners
4.93%
5.38%
5.38%
Martin Currie
4.83%
5.28%
5.28%
1.
The 31 December 2025 and 11 March 2026 notifiable interests have been
restated to reflect the revised issued share capital following the completion of the
Company’s share buyback programme in 2025.
The interests of Directors and their connected persons in the
ordinary shares of the Company as disclosed in accordance with
the Listing Rules of the Financial Conduct Authority are as set out
on pages 118 and 119 of the Directors’ Remuneration Report and
details of the Directors’ Deferred Share Bonus Plan and Vesuvius
Share Plan awards are set out on pages 123 and 124.
Vesuvius plc
Annual Report and Financial Statements 2025
126
Directors’ Report
continued
Share capital
As at the date of this report, the Company had an issued share
capital of 255,442,891 ordinary shares of 10 pence each; 7,271,174
(2.8%) of these ordinary shares are held in Treasury. Therefore,
the total number of Vesuvius plc shares with voting rights is
248,171,717.
The Company did not allot any shares for cash in 2025.
Further information relating to the Company’s issued share
capital can be found in Note 9 to the Company Financial
Statements.
Authority to allot shares
In accordance with the Company’s Articles, the Directors were
authorised, at the AGM on 16 May 2025, to replace the existing
authority (as granted by shareholders at the AGM held on
15 May 2024) to allot new shares that represent not more
than one-third of the issued share capital of the Company.
The Directors were also given the authority to allot relevant
securities in connection with a rights issue up to a further one-third
of the issued share capital as at 27 March 2025. No shares
were allotted under that authority during the financial year.
The Directors propose to table similar resolutions at the
2026 AGM. In the year ahead, other than potentially in respect of
Vesuvius’ ability to satisfy rights granted to employees under its
various share-based incentive arrangements, the Directors have
no present intention of issuing any share capital of Vesuvius plc.
Authority for purchase of own shares
Subject to the provisions of company law and any other
applicable regulations, the Company may purchase its own
shares. At the AGM on 16 May 2025, Vesuvius shareholders
gave authority to the Company to make market purchases of
up to 24,977,463 Vesuvius ordinary shares of 10 pence each,
representing 10% of the Company’s issued ordinary share capital
as at the latest practicable day prior to the publication of the
Notice of AGM.
On 19 November 2024, the Company announced the
commencement of a share buyback programme of up to
£50 million. This buyback programme was completed on
2 April 2025. In total, 12,220,715 ordinary shares were purchased
for a consideration of £49,999,998. For the period 1 January 2025
to 2 April 2025, 8,550,527 ordinary shares were purchased
under this programme, for a consideration of £34.5m excluding
transaction costs, representing a nominal value of £855,053 and
3.4% of the Company’s issued share capital on 31 December
2025. The average price paid for the shares purchased in 2025
was £4.03 per share.
The sole purpose of the share buyback programme was to reduce
Vesuvius’ share capital and the ordinary shares purchased
pursuant to the programme have been cancelled. The Board
considered the views of the Company’s shareholders and the
impact that the purchase would have on other investors,
concluding that it would send a positive public signal that the
Company was performing well and would benefit all of the
Group’s stakeholders.
The Company holds 7,271,174 ordinary shares in Treasury. These
shares were purchased pursuant to the Board’s commitment to
return the majority of the net proceeds of the disposal of the
Precious Metals Processing Division to shareholders in 2013. These
shares are not eligible to participate in dividends and do not carry
any voting rights.
The Company does not have a lien over any of its shares. Further
details of Treasury shares and the share buyback programme are
set out in Note 9 to the Company Financial Statements.
The Directors’ purchase of own shares authority expires on
30 June 2026 or the date of the AGM to be held in 2026, whichever
is the earlier. The Directors will seek renewal of this authority at the
2026 AGM.
Share plans
Vesuvius operates a number of share-based incentive plans, the
details and operation of which can be found in the Directors’
Remuneration Report on page 107. Existing shares are held in an
employee benefit trust. The Trustee of the EBT purchases shares in
the open market as required to enable the Group to meet liabilities
for the issue of shares to satisfy awards that vest. The Trustee does
not register votes in respect of these shares at the Company’s
Annual General Meetings and has waived the right to receive any
dividends.
At 31 December 2024, the EBT held 3,852,684 ordinary shares
of 10 pence each in the Company. During 2025, the EBT
sold/transferred 1,878,585 ordinary shares, representing a
nominal value of £187,859 and 0.74% of the Company’s issued
share capital on 31 December 2025, to satisfy the vesting of
awards under the Company’s share-based incentive plans. As at
31 December 2025, the EBT held 1,974,099 ordinary shares. As at
the date of this report the EBT held 1,973,431 ordinary shares.
127
Strategic report
Governance
Financial statements
Restrictions on transfer of shares and voting rights
The Articles do not contain any specific restrictions on the size
of a holding or on the transfer of shares. The Directors are not
aware of any agreements between holders of the Company’s
shares that may result in restrictions on the transfer of securities
or voting rights.
No person has any special rights with regard to the control of
the Company’s share capital and all issued shares are fully paid.
This is a summary only and the relevant provisions of the Articles
should be consulted if further information is required.
Political and charitable donations
In accordance with Vesuvius policy, the Group did not make
any political donations or incur any political expenditure in
relation to any UK or non-UK political parties during 2025
(2024: nil). The Company made no charitable donations in
the UK in 2025 (2024: nil).
Annual General Meeting (AGM)
The Annual General Meeting of the Company will be held at the
offices of Linklaters LLP, 20 Ropemaker Street, London EC2Y 9AR
on Thursday 28 May 2026 at 11.00 am. The Notice of AGM is
set out in a separate circular and is available on our website at
www.vesuvius.com.
Independent Auditors and audit information
PricewaterhouseCoopers LLP (PwC) were reappointed as
External Auditors for Vesuvius plc for the year ended
31 December 2025 at the 2025 AGM. PwC have been Vesuvius’
External Auditors since 2017 and have expressed their willingness
to continue in office as Auditors of the Company for the year
ending 31 December 2026. Consequently, resolutions for the
reappointment of PwC as External Auditors of the Company
and to authorise the Directors to determine their remuneration
are to be proposed at the 2026 AGM.
A responsibility statement of the Directors and a statement
by the Auditors about their reporting responsibilities can be found
on pages 130, and 131 to 138, respectively. The Directors fulfil
the responsibilities set out in their statement within the context of
an overall control environment of central strategic direction and
delegated operating responsibility. As at the date of this Report,
as far as each Director of the Company is aware, there is no
relevant audit information of which the Company’s Auditors
are unaware and each Director hereby confirms that they have
taken all the steps that they ought to have taken as a Director
in order to make themselves aware of any relevant audit
information and to establish that the Company’s Auditors
are aware of that information.
Change of control
The terms of the Group’s committed bank facility and US
Private Placement Loan Notes contain provisions entitling the
counterparties to exercise termination or other rights in the event
of a change of control on takeover of the Company. A number of
the arrangements to which the Company and its subsidiaries are
party, such as other debt arrangements and share incentive plans,
may also alter or terminate on a change of control in the event
of a takeover. In the context of the Group as a whole, these other
arrangements are not considered to be significant.
Articles of Association (Articles)
The Company may make amendments to the Articles by way of
special resolution in accordance with the Companies Act.
Suppliers, customers and others
Information summarising how the Directors have regard to the
need to foster the Company’s business relationships with
suppliers, customers and others is included in the Group’s Section
172(1) Statement on pages 68 to 72. This also details how that
regard impacted the principal decisions taken by the Directors
during the year.
Our approach to business places a significant number of
Vesuvius Steel employees at customer sites on a permanent
basis. In the Foundry Division, our success is built on our deep
understanding of customer processes and technical requirements,
and our ability to assist them in delivering the greatest efficiency
from their operations.
Since its launch, 283 suppliers have been reviewed under our
supplier audit programme, representing 57% of our total raw
material spend. This approach allows Vesuvius to gain a deep
understanding of our suppliers’ operations to ensure sustainability
and quality of supply.
Vesuvius agrees payment terms with its suppliers and seeks to pay
in accordance with those terms.
Employee engagement
Information on how Vesuvius engages with its workforce is
included in the Section 172(1) Statement on page 69 and the
People section on pages 24 to 27.
Vesuvius plc
Annual Report and Financial Statements 2025
128
Directors’ Report
continued
Equal opportunities employment
Vesuvius is an equal opportunities employer, and decisions on
recruitment, development, training and promotion, and other
employment-related issues are made solely on the grounds of
individual ability, achievement, expertise and conduct. These
principles are operated on a non-discriminatory basis, without
regard to race, colour, nationality, culture, ethnic origin, religion,
belief, gender, sexual orientation, age, disability or any other
reason not related to job performance or prohibited by
applicable law.
In cases where employees are injured or disabled during
employment with the Group, support, including appropriate
training, is provided to those employees and workplace
adjustments are made as appropriate in respect of their
duties and working environment, supporting recovery and
continued employment.
Future developments and going concern
Information on the business environment in which the Group
operates, including the developments and factors that are likely
to impact the future prospects of the Group, is included in the
Strategic Report. The principal risks and uncertainties that the
Group faces throughout its global operations are shown on
pages 66 and 67.
The financial position of the Group, its cash flows, liquidity position
and debt facilities are also described in the Strategic Report.
In addition, the Group’s Viability Statement is set out within the
Strategic Report on page 65. Note 25 to the Group Financial
Statements sets out the Group’s objectives, policies and processes
for managing its capital; financial risks; financial instruments
and hedging activities; and its exposures to credit, market
(both currency and interest rate related) and liquidity risk.
Further details of the Group’s cash balances and borrowings are
included in Notes 12, 13 and 25 to the Group Financial Statements.
The Directors have prepared profit and loss, balance sheet and
cash flow forecasts for the Group for the period to 30 June 2027.
On the basis of the exercise described above, the Directors have
prepared a going concern statement which can be found on
page 65.
Events since the balance sheet date
There have been no significant events since the date of the
balance sheet.
The Directors’ Report has been approved by the Board and is
signed, by order of the Board, by the Secretary of the Company.
Henry Knowles
Company Secretary
11 March 2026
129
Strategic report
Governance
Financial statements
The Directors are responsible for preparing the Annual Report
and Financial Statements in accordance with applicable law
and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the Directors
have prepared the Group financial statements in accordance
with UK-adopted international accounting standards and
the Company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 101
‘Reduced Disclosure Framework’, and applicable law).
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 Group and Company and
of the profit or loss of the Group for that period. In preparing
the financial statements, the Directors are required to:
–
Select suitable accounting policies and then apply
them consistently
–
State whether applicable UK-adopted international
accounting standards have been followed for the Group
financial statements and United Kingdom Accounting
Standards, comprising FRS 101, have been followed for
the Company financial statements, subject to any material
departures disclosed and explained in the financial statements
–
Make judgements and accounting estimates that are
reasonable and prudent and
–
Prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and
Company will continue in business
The Directors are responsible for safeguarding the assets of the
Group and Company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate
accounting records that are sufficient to show and explain
the Group’s and Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Group and Company and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with
the Companies Act 2006.
The Directors are responsible for the maintenance and integrity
of the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Directors’ confirmations
The Directors 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 and Company’s
position and performance, business model and strategy.
Each of the Directors, whose names and functions are listed
below, confirm that, to the best of their knowledge:
–
The Company financial statements, which have been prepared
in accordance with United Kingdom Accounting Standards,
comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the Company; and
–
The Group financial statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and profit of the Group
–
The Strategic Report 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 the Group faces
The names and functions of the Directors of Vesuvius plc as at
the date of signing these financial statements are as follows:
Carl-Peter Forster
Chairman
Patrick André
Chief Executive
Mark Collis
Chief Financial Officer
Eva Lindqvist
Non-executive Director and
Senior Independent Director
Carla Bailo
Non-executive Director
Italia Boninelli
Non-executive Director and Chair
of the Remuneration Committee
Dinggui Gao
Non-executive Director
Friederike Helfer
Non-executive Director
Robert MacLeod
Non-executive Director and Chair
of the Audit Committee
On behalf of the Board
Mark Collis
Chief Financial Officer
11 March 2026
Vesuvius plc
Annual Report and Financial Statements 2025
130
Statement of Directors’ Responsibilities in respect of the Financial Statements
Report on the audit of the
financial statements
Opinion
In our opinion:
–
Vesuvius plc’s Group financial statements and Company
financial statements (the “financial statements”) give a true and
fair view of the state of the Group’s and of the Company’s
affairs as at 31 December 2025 and of the Group’s profit and
the Group’s cash flows for the year then ended;
–
the Group financial statements have been properly prepared in
accordance with UK-adopted international accounting
standards as applied in accordance with the provisions of the
Companies Act 2006;
–
the Company financial statements have been properly
prepared in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards, including FRS 101 “Reduced Disclosure Framework”,
and applicable law); and
–
the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report 2025 (the “Annual Report”), which comprise:
–
the Group Balance Sheet as at 31 December 2025;
–
the Company Balance Sheet as at 31 December 2025;
–
the Group Income Statement for the year then ended;
–
the Group Statement of Comprehensive Income for the year
then ended;
–
the Group Statement of Cash Flows for the year then ended;
–
the Group Statement of Changes in Equity for the year then
ended;
–
the Company Statement of Changes in Equity for the year
then ended; and
–
the notes to the financial statements, comprising material
accounting policy information and other explanatory
information.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the Group in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, which includes the FRC’s Ethical Standard,
as applicable to listed public interest entities, and we have fulfilled
our other ethical responsibilities in accordance with these
requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were not
provided.
Other than those disclosed in Note 5.2 of the Group financial
statements, we have provided no non-audit services to the
Company or its controlled undertakings in the period under audit.
131
Strategic report
Governance
Financial statements
Independent auditors’ report to the members of Vesuvius plc
Our audit approach
Overview
Audit scope
–
Our audit included full scope audits of 14 components and
specified audit procedures or audit of financial statement
line items for an additional nine components. This gave us
coverage of over 70% of revenue.
Key audit matters
–
Impairment of goodwill (Group)
–
Impairment of investment in subsidiaries (Company)
Materiality
–
Overall Group materiality: £8.10m (2024: £9.10m) based on
0.45% of revenue.
–
Overall Company materiality: £17.80m (2024: £9.10m) based
on 1.0% of total assets. For certain balances and transactions
that contribute to the Group’s financial statements we used
a lower materiality of £5.00m.
–
Performance materiality: £6.08m (2024: £6.80m) (Group)
and £13.35m (2024: £6.80m) (Company).
The scope of our audit
As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
of the financial statements of the current period and include
the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors,
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. These matters,
and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these
matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Vesuvius plc
Annual Report and Financial Statements 2025
132
Independent auditors’ report to the members of Vesuvius plc
continued
Key audit matter
How our audit addressed the key audit matter
Impairment of goodwill (Group)
Refer to Intangible Assets (Note 15), Impairment of Tangible and Intangible
Assets (Note 16), Critical Accounting Judgements and Estimates (Note 3) and
Significant issues and material judgements in the Audit Committee report.
At 31 December 2025, the carrying value of goodwill is £650.4m (2024:
£616.2m). IAS 36 ‘Impairment of assets’ requires that an annual impairment test
is performed. Management has determined its cash generating units (CGUs) for
impairment testing to align with the operating segments and there is material
goodwill in Steel Advanced Refractories, Steel Flow Control and Foundry. There
is no goodwill in Steel Sensors and Probes.
IAS 36 requires that the carrying value of the CGUs’ assets is compared with
the recoverable value. The recoverable value is the higher of the value in use
(VIU) and fair value less costs of disposal. Management has determined that
the VIU is higher and has used this method to undertake the annual impairment
assessment. Determining the VIU involves judgements and estimates, in
particular in determining future cash flows regarding revenue (including market
growth, market share and pricing assumptions) and trading profit (including
the impact of the cost reduction programme), as well as determining perpetuity
growth rates and discount rates. Management has determined that there is no
impairment charge in 2025 (2024:nil) and that a reasonably possible change in
assumptions for Steel Advanced Refractories and Foundry CGUs could lead to
an impairment.
We also identified that the Steel Advanced Refractories and Foundry CGUs
are the significant audit risks given the lower level of headroom relative to the
carrying value of these CGUs and the material goodwill balances held in each
of these CGUs.
With respect to the valuation of goodwill, we performed audit procedures as set
out below. Our audit procedures were focused on the significant risk CGUs being
Steel Advanced Refractories and Foundry. We tested the integrity of management’s
impairment calculation and its mathematical accuracy, and corroborated the
forecasts used to the Board approved budget and strategic plan. We agreed the
underlying carrying values of the CGUs to audited financial information.
We performed lookback reviews to understand how accurate management has
been in its forecasting historically and to verify historic growth rates achieved.
We challenged management’s key assumptions for revenue, trading profit and
cash flow forecasts and determined the sensitivity of the assumptions. We obtained
supporting evidence including by comparing certain assumptions with third
party industry market data and benchmarks (including production and demand
forecasts), where available. We also considered and tested the assumed benefits of
the cost reduction programme.
We utilised internal valuation experts to support our assessment of the long-term
growth assumptions, by comparing these to economic forecasts, and discount
rates, by independently calculating a range for the discount rates.
We reviewed management’s sensitivity analyses to assess whether they were
appropriate and also tested their mathematical accuracy. We performed
independent sensitivity analysis to determine if any further impairment risks existed.
We considered additional specific factors, including management’s self-identified
impacts of climate change, and were satisfied that the level of management’s
sensitivity took these factors into account.
We also reviewed management’s impairment assessment for the acquisitions made
in the year, as required by IAS 36.
We considered the appropriateness of the disclosures in the Group financial
statements, which included an assessment of the sensitivities disclosed by
management. Based on the audit procedures performed, we noted no material
issues.
Impairment of investment in subsidiaries (Company)
Refer to Investments (Note 7) and Critical Accounting Judgements and
Estimates (Note 3) in the Company financial statements, and Significant issues
and material judgements in the Audit Committee report.
The Company holds investments in subsidiaries with a total carrying amount
of £1,778.0m at 31 December 2025 (2024: £1,778.0m). IAS 36 ‘Impairment of
assets’ requires management to consider whether there are any indicators
of impairment in respect of the valuation of non-financial assets. Due to the
quantum of the carrying amount, levels of estimation uncertainty that exist
similar to assumptions used in testing for impairment of goodwill (Group) and
the market capitalisation of the Group this was an area of focus for the audit
of the Company. Consistent with the prior year management performed an
impairment test utilising cash flow forecasts used for testing for impairment
of the Group’s goodwill together with additional considerations of cash flows
relevant to the subsidiaries that the Company controls.
The judgements and estimates required to determine the cash flow forecasts
are aligned with those set out in ‘Impairment of goodwill (Group)’ above, and
adjusted for intercompany cashflows.
Our audit procedures included testing the Group’s VIU used for the impairment test
for the Group’s goodwill, as set out in the Key Audit Matter ‘Impairment of goodwill
(Group)’.
We tested the accuracy and completeness of the adjustments made to reflect
cash inflows to subsidiaries due from the Company. We also made reference to the
Group’s market capitalisation.
We considered the appropriateness of the disclosures in the Company and Group
financial statements. Based on the audit procedures performed, we noted no
material issues.
133
Strategic report
Governance
Financial statements
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the
Group and the Company, the accounting processes and controls,
and the industry in which they operate.
The Group has operations in 40 countries, including 67 sales
offices and 55 production sites. The Group consolidates financial
information through reporting from its components which include
divisions and functions at these sites.
Our audit scope was determined by considering the significance
of the component by size or risk. There was one component which
was financially significant due to size. The audit scope comprised
a further 13 components which we determined that full scope
audits were required to be performed.
Components determined to be significant by risk were identified
as having events or conditions that give rise to significant or
elevated risks of material misstatement to the Group financial
statements. We evaluated the overall contribution to revenue,
profit before tax and to other individual financial statement line
items in determining our audit scope. The audit scope comprised
further components for which specific audit procedures or audits
of financial statement line items were performed by either
component teams or the Group team. Together with the
additional procedures performed at the Group level, including
testing the Group’s goodwill, tax and the consolidation process,
gave us the evidence we needed for our opinion on the financial
statements as a whole. This collectively provided audit coverage
of over 70% of the Group’s revenue.
In establishing the overall approach to the Group audit, we
determined the type of work that needed to be performed by us,
as the Group audit team, or by component auditors in both PwC
network firms and other audit firms. Where the work was
performed by component auditors, we determined the level of
direction, review and supervision we needed to have in the audit
work at those components to be able to conclude whether
sufficient appropriate audit evidence had been obtained as a
basis for our opinion on the financial statements as a whole. This
was achieved through attendance at audit closing meetings by
senior Group team members, interactions with local component
management, our direction and supervision of the audit
approach and review of audit findings, review of selected audit
workpapers of certain components, and site visits for selected
components.
The impact of climate risk on our audit
The Sustainability Report included within the Strategic Report
sets out the Group’s climate change risk assessment, the climate
related targets set and evaluation of the potential financial
impacts. In planning and executing our audit we considered
management’s risk assessment and analysis of the consideration
of the impact to the Group’s financial statements. The Group does
not regard climate change itself to represent a material stand-
alone risk to the Group’s operations.
The impact of climate change would most likely impact the
financial statement line items and estimates associated with
future cash flows and we considered this impact principally in the
goodwill impairment testing. Overall, climate change is not
considered to have a material impact on the Group’s financial
reporting judgements and estimates.
Vesuvius plc
Annual Report and Financial Statements 2025
134
Independent auditors’ report to the members of Vesuvius plc
continued
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of
our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements,
both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group
Financial statements – Company
Overall
materiality
£8.10m (2024: £9.10m).
£17.80m (2024: £9.10m).
How we
determined it
0.45% of revenue
1.0% of total assets. For certain balances and transactions that
contribute to the Group's financial statements we used a lower
materiality of £5.00m
Rationale for
benchmark
applied
In 2025 we updated our materiality benchmark to be based
on revenue. Given the volatility in profit whilst revenue is stable,
we consider the use of revenue as a more appropriate
benchmark reflecting the size and composition of the Group.
We determined the benchmark using the percentage of the
2024 actual materiality to 2024 revenue to ensure consistency.
We believe that total assets is an appropriate basis for
determining materiality for the Company, given this entity is
an investment holding company and this is an accepted audit
benchmark.
For each component in the scope of our Group audit,
we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across
components was £0.50m to £6.00m. Certain components were
audited to a local statutory audit materiality that was also less
than our overall Group materiality.
We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining
the scope of our audit and the nature and extent of our testing
of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance
materiality was 75% (2024: 75%) of overall materiality, amounting
to £6.08m (2024: £6.80m) for the Group financial statements and
£13.35m (2024: £6.80m) for the Company financial statements.
In determining the performance materiality, we considered a
number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and
concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £0.40m
(Group audit) (2024: £0.45m) and £0.89m (Company audit) (2024:
£0.45m) as well as misstatements below those amounts that, in
our view, warranted reporting for qualitative reasons.
135
Strategic report
Governance
Financial statements
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group’s and the
Company’s ability to continue to adopt the going concern basis of
accounting included:
–
Obtaining the Directors’ assessment and understanding the
assumptions used in the base case scenario and the severe
but plausible downside scenario, including testing the accuracy
of the modelling performed and compliance with the Group’s
covenants on its borrowing facilities throughout the going
concern period;
–
Agreeing the forecasts used in the base case scenario to the
Board approved forecasts and evaluating the appropriateness
of key assumptions used in determining these cash flows,
including considering these in the context of wider market data
and the Group’s historical performance and future plans;
–
Challenging the appropriateness of the severe but plausible
downside scenario adopted, including considering the relevant
downside risks that the Group may face over the going concern
period; and
–
Reviewing disclosures in the financial statements and relevant
‘other information’ in the Annual Report, and assessing
consistency with the financial statements and our knowledge
based on our audit.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s and the Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial
statements are authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the Group’s and
the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied
the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not
express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated.
If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic Report and Directors’ Report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic Report and Directors’
Report for the year ended 31 December 2025 is consistent with
the financial statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of the Group and
Company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the
Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Vesuvius plc
Annual Report and Financial Statements 2025
136
Independent auditors’ report to the members of Vesuvius plc
continued
Corporate governance statement
The Listing Rules require us to review the directors’ statements in
relation to going concern, longer-term viability and that part of
the corporate governance statement relating to the company’s
compliance with the provisions of the UK Corporate Governance
Code specified for our review. Our additional responsibilities with
respect to the corporate governance statement as other
information are described in the Reporting on other information
section of this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation
to:
–
The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
–
The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
–
The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the Group’s
and Company’s ability to continue to do so over a period of
at least twelve months from the date of approval of the
financial statements;
–
The directors’ explanation as to their assessment of the Group’s
and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
–
The directors’ statement as to whether they have a reasonable
expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period
of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the Group and Company was substantially less in
scope than an audit and only consisted of making inquiries and
considering the directors’ process supporting their statement;
checking that the statement is in alignment with the relevant
provisions of the UK Corporate Governance Code; and
considering whether the statement is consistent with the financial
statements and our knowledge and understanding of the Group
and Company and their environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit,
we have concluded that each of the following elements of the
corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
–
The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the Group’s and Company’s position, performance, business
model and strategy;
–
The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems;
and
–
The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’
Responsibilities in respect of the Financial Statements, the
directors are responsible for the preparation of the financial
statements in accordance with the applicable framework and
for being satisfied that they give a true and fair view. The directors
are also responsible for 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.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the Company’s ability
to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditors’ report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below.
137
Strategic report
Governance
Financial statements
Based on our understanding of the Group and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to health and safety, environmental,
anti-bribery and employment law, and we considered the extent
to which non-compliance might have a material effect on the
financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements
such as the Companies Act 2006 and corporate tax legislation.
We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including
the risk of override of controls), and determined that the principal
risks were related to journal entries to manipulate financial
results and potential management bias in accounting estimates.
The Group engagement team shared this risk assessment with
the component auditors so that they could include appropriate
audit procedures in response to such risks in their work. Audit
procedures performed by the Group engagement team and/or
component auditors included:
–
Inquiries of Group and local management, those charged
with governance, internal audit and the Group’s legal counsel
(internal and, where relevant, external), including consideration
of known or suspected instances of non-compliance with laws
and regulations and fraud;
–
Evaluating items raised through the Group’s whistle-blowing
arrangements and the results of management’s investigation
of such matters;
–
Inspecting management reports and Board minutes in relation
to health and safety and other compliance matters;
–
Reading and assessing key correspondence with regulatory
authorities;
–
Substantive testing of journal entries which met a defined
risk criteria;
–
Challenging assumptions and judgements made by
management in their critical accounting estimates and
judgements, including the key audit matters described above;
and
–
Incorporating unpredictable procedures into our work
performed.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion.
Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of
the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if,
in our opinion:
–
we have not obtained all the information and explanations we
require for our audit; or
–
adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
–
certain disclosures of directors’ remuneration specified by law
are not made; or
–
the 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
–
a corporate governance statement has not been prepared by
the Company.
We have no exceptions to report arising from this responsibility.
Appointment
We were first appointed by the Company for the financial year
ended 31 December 2017. Our uninterrupted engagement covers
9 financial years.
Other matter
The Company is required by the Financial Conduct Authority
Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under
the structured digital format required by DTR 4.1.15R – 4.1.18R
and filed on the National Storage Mechanism of the Financial
Conduct Authority. This auditors’ report provides no assurance
over whether the structured digital format annual financial report
has been prepared in accordance with those requirements.
Linda Kempenaar (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 March 2026
Vesuvius plc
Annual Report and Financial Statements 2025
138
140
Group Income Statement
141
Group Statement of
Comprehensive Income
142
Group Statement of Cash Flows
143
Group Balance Sheet
144
Group Statement of Changes
in Equity
145
Notes to the Group Financial
Statements
202
Company Balance Sheet
203
Company Statement of
Changes in Equity
204
Notes to the Company
Financial Statements
210
Five-Year Summary: Divisional
Results from Continuing
Operations (unaudited)
211
Shareholder information
(unaudited)
213
Glossary
139
Strategic report
Governance
Financial statements
Financial
Statements
Vesuvius plc
Annual Report and Financial Statements 2025
140
Note(s)
2025
2024
Adjusted
1
£m
Separately
reported
items
1
£m
Total
£m
Adjusted
1
£m
Separately
reported
items
1
£m
Total
£m
Revenue
4, 35
Cost of goods sold
(1,348.8 )
(1,348.8 )
(1,316.4 )
(1,316.4 )
Administration, selling and distribution costs
(309.6 )
(309.6 )
(315.7 )
(315.7 )
Trading profit (adjusted operating profit)
1
4
Cost reduction programme expenses
2
6
(15.0 )
(15.0 )
(13.0 )
(13.0 )
Asset impairments
2
6
(3.9 )
(3.9 )
(1.6 )
(1.6 )
Acquisition and integration expenses
6
(7.0 )
(7.0 )
Provision for future water treatment at
disused mine
6
(9.7 )
(9.7 )
Amortisation of acquired intangible assets
15
(10.6 )
(10.6 )
(10.0 )
(10.0 )
Operating profit/(loss)
5
(36.5 )
(34.3 )
Finance expense
8
(26.6 )
(26.6 )
(27.1 )
(27.1 )
Finance income
8
Net finance costs
8
(18.4 )
(18.4 )
(16.2 )
(16.2 )
Share of post-tax profit of joint ventures
and associates
17
Profit/(loss) before tax
(36.5 )
(34.3 )
Income tax (charge)/credit
9
(36.5 )
(32.4 )
(47.2 )
(38.3 )
Profit/(loss) after tax
(32.4 )
(25.4 )
Profit/(loss) attributable to:
Owners of the Parent
10
(32.4 )
(25.4 )
Non-controlling interests
Profit after tax
(32.4 )
(25.4 )
Earnings per share
3
– pence
10
– basic
1
1
– diluted
1
1
1.
Alternative Performance Measures. See Note 15.
2.
Cost reduction programme expenses and Asset impairments for 2024 have been restated to be consistent with their presentation in 2025.
3.
Earnings per share are attributable to the ordinary equity holders of the Parent.
Of the pre-tax separately reported items, £32.6 m (2024: £34.3 m) would form part of Administration, selling and distribution costs,
which including these amounts would total £342.2 m (2024: £350.0 m) and £3.9 m (2024: £nil ) would form part of Cost of goods sold,
which including these amounts would total £1,352.7 m (2024: £1,316.4 m).
Group Income Statement
For the year ended 31 December 2025
141
Strategic report
Governance
Financial statements
Note
2025
£m
2024
£m
Profit after tax
Remeasurement of defined benefit liabilities/assets
27.5
Income tax relating to items not reclassified
9.3
(2.2 )
(0.8 )
Items that will not subsequently be reclassified to Income Statement
Exchange differences on translation of the net assets of foreign operations
(42.8 )
(49.1 )
Exchange differences on translation of net investment hedges
23
(7.6 )
Net change in costs of hedging
(0.1 )
Change in the fair value of the hedging instrument
(1.3 )
Amounts reclassified from Net finance costs
(1.2 )
Items that may subsequently be reclassified to Income Statement
(50.1 )
(41.8 )
Other comprehensive loss net of income tax
(47.9 )
(39.0 )
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Parent
Non-controlling interests
Total comprehensive income
Group Statement of Comprehensive Income
For the year ended 31 December 2025
Vesuvius plc
Annual Report and Financial Statements 2025
142
Note(s)
2025
£m
2024
1
£m
Cash flows from operating activities
Cash generated from operations
11
Interest paid
1
(23.7 )
(23.9 )
Interest received
Income taxes paid
(38.8 )
(46.1 )
Net cash inflow from operating activities
1
Cash flows from investing activities
Purchases of property, plant and equipment
(78.1 )
(88.1 )
Purchases of intangible assets
(12.3 )
(12.7 )
Proceeds from the sale of property, plant and equipment
Acquisition of subsidiaries and joint ventures, net of cash acquired
(38.9 )
Proceeds from the sale of investments
Proceeds from the sale of associates
Dividends received from joint ventures
Net cash outflow from investing activities
(117.8 )
(95.4 )
Cash flows from financing activities
Proceeds from borrowings
13
Repayment of borrowings
13
(144.2 )
(13.0 )
Payment of lease liabilities (principal)
1
13, 26
(16.7 )
(15.2 )
Cash inflow relating to derivatives
Purchase of ESOP shares
22
(17.1 )
Share buyback
21, 22
(34.8 )
(63.4 )
Dividends paid to owners of the Parent
22, 24
(57.9 )
(61.1 )
Dividends paid to non-controlling shareholders
(1.7 )
(2.5 )
Net cash inflow/(outflow) from financing activities
1
(37.5 )
Net increase in cash and cash equivalents
13
Cash and cash equivalents at 1 January
Effect of exchange rate fluctuations on cash and cash equivalents
13
(10.1 )
(5.0 )
Cash and cash equivalents at 31 December
12
1.
For the year ended 31 December 2024, Net cash inflow from operating activities (Interest paid) and Net cash outflow from financing activities (Payment of lease liabilities
(principal)) have been updated as a result of the reclassification of £3.0 m for interest on lease liabilities to be consistent with its presentation in 2025.
Group Statement of Cash Flows
For the year ended 31 December 2025
143
Strategic report
Governance
Financial statements
Note
2025
£m
2024
£m
Assets
Property, plant and equipment
14
Intangible assets
15
Interests in joint ventures and associates
17
Deferred tax assets
9
Other receivables
18
Investments
25
Derivative financial instruments
25
Employee benefits – surpluses
27
Total non-current assets
Cash and short-term deposits
12
Trade and other receivables
18
Inventories
19
Income tax receivable
9
Derivative financial instruments
25
Total current assets
Total assets
Liabilities
Interest-bearing borrowings
25
Trade and other payables
29
Income tax payable
9
Provisions
30
Derivative financial instruments
25
Total current liabilities
Interest-bearing borrowings
25
Other payables
29
Provisions
30
Deferred tax liabilities
9
Derivative financial instruments
25
Employee benefits – liabilities
27
Total non-current liabilities
Total liabilities
Net assets
Equity
Issued share capital
21
Retained earnings
22
Other reserves
23
(1,511.7 )
(1,503.7 )
Equity attributable to the owners of the Parent
Non-controlling interests
Total equity
Company number 8217766
on their behalf by:
Patrick André
Mark Collis
Chief Executive
Group Balance Sheet
As at 31 December 2025
Vesuvius plc
Annual Report and Financial Statements 2025
144
Issued
share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Owners of
the Parent
£m
Non-
controlling
interests
£m
Total
equity
£m
As at 1 January 2024
(1,464.6 )
Profit
Other comprehensive income/(loss) net of income tax
(40.5 )
(37.7 )
(1.3 )
(39.0 )
Total comprehensive income/(loss)
(40.5 )
Share-based payments
Purchase of ESOP shares
(17.1 )
(17.1 )
(17.1 )
Share buyback
(1.3 )
(63.5 )
(63.4 )
(63.4 )
Dividends paid (Note 24)
(61.1 )
(61.1 )
(2.5 )
(63.6 )
Total transactions with owners
(1.3 )
(135.5 )
(135.4 )
(2.5 )
(137.9 )
As at 31 December 2024
(1,503.7 )
As at 1 January 2025
(1,503.7 )
Profit
Other comprehensive income/(loss) net of income tax
(40.7 )
(38.5 )
(9.4 )
(47.9 )
Total comprehensive income/(loss)
(40.7 )
Share-based payments
Acquisition (Note 20)
Issue of shares to non-controlling interest (Note 20)
Share buyback
(0.9 )
(34.8 )
(34.8 )
(34.8 )
Dividends paid (Note 24)
(57.9 )
(57.9 )
(1.7 )
(59.6 )
Total transactions with owners
(0.9 )
(89.7 )
(57.9 )
(21.9 )
As at 31 December 2025
(1,511.7 )
Group Statement of Changes in Equity
For the year ended 31 December 2025
Strategic report
Governance
Financial statements
145
Basis of Preparation
General information
Wales, United Kingdom
Company and its subsidiary and joint venture companies (‘the Group’) is set out in the Strategic Report on pages 3 to 72. The
Basis of accounting
The Group financial statements have been prepared in accordance with UK-adopted international accounting standards (IFRS)
and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The financial
statements have been prepared under the historical cost convention, with the exception of fair value measurement applied to
Basis of consolidation
The Group financial statements incorporate the financial statements of the Company and entities controlled directly and
indirectly by the Company (its ‘subsidiaries’). Control exists when the Company has the power to direct the relevant activities of an
entity that significantly affect the entity’s return so as to have rights to the variable return from its activities. In assessing whether
control exists, potential voting rights that are currently exercisable are taken into account. The results of subsidiaries acquired
or disposed of during the year are included in the Group Income Statement from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
The principal accounting policies applied in the preparation of these Group financial statements are set out in the Notes. These
policies have been consistently applied to all of the years presented, unless otherwise stated. Where necessary, adjustments are
made to the financial statements of subsidiaries to bring their accounting policies into line with those detailed herein to ensure that
the Group financial statements are prepared on a consistent basis. All intra-Group transactions, balances, income and expenses
are eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group’s interest therein.
Non-controlling interests consist of the amount of those interests at the date of the original business combination together with
the non-controlling interests’ share of profit or loss, each component of other comprehensive income, less dividends paid since
the date of the combination. Total comprehensive income is attributed to the non-controlling interests, even if this results in the
Going concern
The Group’s available liquidity stood at £386.1m at 31 December 2025, down from £389.0m at 31 December 2024.
The Directors have prepared cash flow forecasts for the Group for the period to 30 June 2027. These forecasts reflect an
assessment of current and future end-market conditions, and their impact on the Group’s future trading performance.
The Directors have also considered a severe but plausible downside scenario, based on a combination of lower business activity
and lower profitability over the going concern period. This downside scenario assumes:
–
a decline in business activity level in 2026 and 2027 by 5% compared to 2025 performance
–
a decline in profitability (Return on Sales) of 1.5% compared to 2025 performance
–
working capital intensity increases by 1.5% vs 2025
On a full-year basis relative to 2025, this implies a c. 22% decline in Trading Profit.
The Group has two covenants; net debt/EBITDA (under 3.25x) and an interest cover requirement of at least 4.0x. In this downside
scenario, the forecasts show that the Group’s maximum net debt/EBITDA (pre-IFRS 16 in-line with the covenant calculation) does
not exceed 1.9x, compared to a leverage covenant of 3.25x, and the minimum interest cover reached is 17x compared to a
covenant minimum of 4.0x.
The forecasts, including the severe but plausible downside scenario, show that the Group will be able to operate within its current
committed debt facilities and continue to comply with its debt covenants. On the basis of the exercise described above and the
Group’s available committed debt facilities, the Directors consider that the Group and the Company have adequate resources to
continue in operational existence for the period at least to 30 June 2027. Accordingly, they continue to adopt a going concern basis
1.5
Presentational currency
The financial statements are presented in millions of pounds sterling, which is the presentational currency of the Group and
rounded to one decimal place. Foreign operations are included in accordance with the policies set out in Note 2.10.
Notes to the Group Financial Statements
146
Vesuvius plc
Annual Report and Financial Statements 2025
Notes to the Group Financial Statements
continued
1.
Basis of Preparation
continued
1.6
Disclosure of separately reported items
The Group separately discloses certain items on the face of the income statement using a columnar presentation, as the Directors
consider that this assists in understanding the trading performance of the business and in making projections of future results.
Such items may include significant items which occur infrequently, such as major restructuring activity, and those that are not
closely related to trading activity, such as amortisation charges relating to acquired intangible assets, costs associated with M&A
activity, profits or losses arising on the disposal of operations, and the taxation effect of such items.
1.7
New and revised IFRS
Certain new accounting amendments and interpretations have been published that are not mandatory for 31 December 2025
reporting periods and have not been early adopted by the Group. The Group’s assessment of the impact of these amendments
and interpretations is that they are not expected to have a significant impact on the Group’s financial position, performance, cash
flows and disclosures. There have been no changes in accounting policies during the year.
The Group is in the process of assessing the impact of IFRS 18, ‘Presentation and Disclosure in Financial Statements’, issued in April
2024, which will become effective and be adopted for the financial year beginning on 1 January 2027. The adoption of IFRS 18 will
result in certain changes to the presentation of items in the consolidated income statement and consolidated statement of cash
Strategic report
Governance
Financial statements
147
Accounting Policies
Revenue recognition
Where the Group provides consumable products only, one performance obligation is present. The performance obligation is
to deliver consumables to the customer and is satisfied upon delivery of these items. Similarly, where a contract is for the supply
of standard equipment, there is one performance obligation and revenue is primarily recognised at a point in time, being upon
delivery of these items.
The Group also enters into some contracts with customers in the steel industry under which it primarily provides consumable items,
but also equipment and/or technical assistance (‘service contracts’) to facilitate these customers’ steel production processes.
The customer benefits from the combined output of these contracts, being the use of Vesuvius consumables, equipment and
technicians to support the customer’s production of steel. The individual elements of these contracts are not distinct because
Vesuvius is compensated by the efficient use of refractory material, optimised through a combination of the consumable itself
and its application by experienced technicians. The performance obligations are therefore bundled into a single performance
obligation and revenue is recognised at a point in time, based on volume of steel produced by customers.
For service contracts the bundled performance obligation is deemed to be the provision of consumables and, in some cases,
labour to facilitate production of customer steel.
Determining and allocating the transaction price to performance obligations
The transaction price is determined and allocated with reference to the individual prices of consumables or equipment specified in
the contract or customer purchase orders. If a stand-alone selling price is not available, the Group will estimate the selling price
with reference to the price that would be charged for the goods or services if they were sold separately.
Contracts are to be settled in cash. They do not typically contain any variable consideration, discounts, refunds, rebates,
warranties or significant financing components.
Duration of contracts
The duration of the Group’s contracts with customers is typically less than one year and accordingly the Group has taken the
practical expedient within IFRS 15 to not disclose the transaction price allocated to unsatisfied (whole or partially) performance
obligations as at the end of the reporting period.
Customer credit risk and payment terms
The Group assesses customer credit risk and recognises revenue when such risk is considered low and the consideration cash flows
due are reasonably expected to flow to the Group. Typically, the Group will not transact with customers where credit risk concerns
are identified and therefore there is no material unrecognised revenue as a result of credit risk.
Customer payment terms are set out in revenue contracts and do not exceed one year. Accordingly, trade receivables and contract
148
Vesuvius plc
Annual Report and Financial Statements 2025
Notes to the Group Financial Statements
continued
2.
Accounting Policies
continued
Taxes
Tax expense represents the sum of current tax and deferred tax. Current and deferred tax are recognised in profit or loss except
to the extent that they relate to items charged or credited in the Group Statement of Comprehensive Income or Group Statement
of Changes in Equity, in which case the associated tax is also recognised in those statements.
Current tax
Current tax is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the Group Income
Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes
items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates and laws that have been
enacted, or substantively enacted, by the balance sheet date.
A provision is recognised when the Group considers it has a present tax obligation as the result of a past event and it is probable
that the Group will be required to settle that obligation. Provisions established for such uncertain tax positions are made using
a best estimate of the tax expected to be paid, based on a qualitative and quantitative assessment of all relevant information.
Such a provision is typically required where the underlying tax issue is subject to interpretation and remains to be agreed, and
therefore is uncertain as to outcome. Principally, the uncertain tax positions for which a provision is made relate to the
interpretation of tax legislation and guidance regarding transfer pricing arrangements that have been entered into in the normal
course of business. In accordance with IAS 12, tax provisions are included as income tax payable on the face of the Group Balance
Sheet, and movements in tax provisions are included within income tax charges or credits in the Group Income Statement.
In assessing any appropriate provision requirements for uncertain tax items, the Group considers progress made in discussions
with the tax authorities, expert advice on the likely outcome and any recent developments in case law. Due to the uncertainty
associated with such tax items, it is possible that at a future date, on conclusion of the open matters, the final outcome may
vary materially. Any such variations will affect the financial results in the year in which such a determination is made.
Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability
method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit. Deferred tax is calculated at the tax rates that are expected to apply in
the period when the liability is settled or the asset is realised, based on tax rates and laws that have been enacted, or substantively
enacted, by the balance sheet date.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint
ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary
difference will not reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each balance sheet
date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered. Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group
Cash and cash equivalents
Cash and short-term deposits in the Group balance sheet consist of cash at bank and in hand, and short-term deposits with
original maturity of three months or less or that can be readily convertible to known amounts of cash with insignificant risk of
changes in value. Bank overdrafts that are repayable on demand and form an integral part of the Group’s cash management are
included as a component of cash and cash equivalents for the purpose of the Group Statement of Cash Flows.
Certain of the Group’s cash and overdrafts are subject to cash pooling arrangements, some of which involve the offsetting of
2.
Accounting Policies
continued
Strategic report
Governance
Financial statements
149
Property, plant and equipment
Freehold land and construction in progress are carried at cost less accumulated impairment losses. The Group recognises a
right-of-use asset at the lease commencement date. The asset is initially measured as the present value of the lease payments that
are not paid at the commencement date, discounted using the interest rate implicit in the lease, and depreciated using the
straight-line method over the lease term. Other items of property, plant and equipment are carried at cost less accumulated
depreciation and accumulated impairment losses. Costs are capitalised only when it is probable that they will result in future
economic benefits flowing to the Group and when they can be measured reliably. Costs are capitalised to construction in progress
where an asset is being developed. This is then transferred to the relevant asset class and depreciated when the asset is ready for
use. All other repairs and maintenance expenditures are charged to the Group Income Statement in the period in which they are
incurred.
Freehold land is not depreciated as it has an infinite life. Depreciation on other items of property, plant and equipment begins
when the asset is available for use and is charged to the Group Income Statement on a straight-line basis so as to write off the cost
less the estimated residual value of the asset over its estimated useful life as follows:
Asset category |
Estimated useful life |
|
Freehold property |
between 10 and 50 years |
|
Leasehold property |
shorter of the asset’s useful life and lease term |
|
Right-of-use assets |
shorter of the asset’s useful life and lease term |
|
Plant and equipment |
– motor vehicles and IT equipment |
between 1 and 5 years |
– other |
between 3 and 15 years |
The depreciation method used, residual values and estimated useful lives are reviewed annually and changed, if appropriate. An
asset’s carrying amount is immediately written down to its recoverable amount if its carrying amount is greater than its estimated
recoverable amount. Gains and losses arising on disposals are determined by comparing sales proceeds with carrying amount
Goodwill arising in a business combination is initially recognised as an asset at cost, measured as the excess of the aggregate of
the acquisition-date fair value of the consideration transferred and the amount of any non-controlling interest acquired over the
net of the acquisition-date fair value amounts of the identifiable assets acquired and liabilities assumed. Goodwill is subsequently
measured at cost less accumulated impairment losses, with impairment testing carried out annually, or more frequently when
there is an indication that the cash-generating unit (CGU) to which the goodwill has been allocated may be impaired. On disposal
Intangible assets other than goodwill are recognised on business combinations if they are separable, or if they arise from
contractual or other legal rights, and their value can be measured reliably. They are initially measured at cost, which is equal to
the acquisition-date fair value, and subsequently measured at cost less accumulated amortisation charges and accumulated
impairment losses. Other intangible assets are subject to impairment testing when there is an indication that an impairment loss
may have been incurred and are amortised over their estimated useful lives. Amortisation of acquired intangible assets forms part
of Administration, selling and distribution costs on the Income Statement.
The Group’s research activity involves long-range, ‘blue sky’ investigation, the findings from which may be used in the future to
develop new or substantially improved products. Expenditure on research activities is recognised in the Group Income Statement
as an expense in the year in which it is incurred.
Development is the application of research findings for the production of new or substantially improved products, processes
and services before the start of commercial production. Development expenditure is capitalised only if the strict intangible asset
recognition criteria set out in IAS 38 Intangible Assets have been met at the time the expenditure is incurred, being when
expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits
are probable and the Group intends to and has sufficient resources to complete development and to use or sell the asset.
Otherwise, it is recognised in the Group Income Statement as an expense in the year in which it is incurred. In 2025 and 2024, no
Software
The costs of ERP system implementations, including the purchase cost of the software and the time costs of employees directly
Notes to the Group Financial Statements
continued
2.
Accounting Policies
continued
150
Vesuvius plc
Annual Report and Financial Statements 2025
Impairment of tangible and intangible assets
The Directors regularly review the performance of the business and the external business environment to determine whether there
is any indication that the Group’s tangible and intangible assets have suffered an impairment loss. If such indication exists, the
higher of the value in use and the fair value less costs to sell of the asset is estimated and compared with the carrying value in order
to determine the extent, if any, of the impairment loss. Where it is not feasible to estimate the recoverable amount of an individual
asset, the Directors estimate the recoverable amount of the CGU to which the asset belongs. In addition, goodwill is tested for
impairment on an annual basis. Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to
benefit from the synergies of the combination and the Directors carry out annual impairment testing of the carrying value of each
CGU.
For the purpose of impairment testing, the recoverable amount of an asset or CGU is the higher of (i) its fair value less costs to sell
and (ii) its value in use. An impairment loss recognised for goodwill is not reversed in a subsequent period. An impairment loss
recognised in a prior year for an asset other than goodwill may be reversed where there has been a sustained change in the
Trade and other receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost, using the effective
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost comprises expenditure incurred in purchasing or
manufacturing inventories together with all other costs directly incurred in bringing the inventory to its present location and
condition and, where appropriate, attributable production overheads based on normal activity levels.
Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in
marketing, selling and distribution. The amount of any write-down of inventories to net realisable value is recognised as an
Issued share capital
Equity instruments issued by the Company are recorded as the proceeds received, net of direct issue costs.
Where shares are redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the
2.
Accounting Policies
continued
Strategic report
Governance
Financial statements
151
Financial risk management
The Group’s financial assets and liabilities are measured as appropriate either at amortised cost or at fair value through other
comprehensive income or at fair value through profit and loss.
IFRS 13 Fair Value Measurement requires classification of financial instruments within a hierarchy that prioritises the inputs
to fair value measurement. The three levels of the fair value hierarchy are:
Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities
Level 2 – Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly
Level 3 – Inputs that are not based on observable market data
Trade receivables and other receivables are amounts due for goods sold or services performed in the ordinary course of business.
Trade receivables are recognised initially at their fair value, which is the amount of consideration that is unconditional. The Group
holds the trade receivables and other receivables with the objective of collecting the contractual cash flows (held to collect) and
therefore measures them at amortised cost.
Derivatives which do not meet the hedge accounting criteria are classified as fair value through profit and loss (held for trading).
The cross-currency interest rate swaps (see Note 25.1) which meet the hedging criteria are measured at fair value through other
comprehensive income.
Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies at the balance sheet date are translated at the exchange rate prevailing at that date.
Foreign exchange differences arising on translation are recognised in the income statement, unless they qualify for cash flow or
net investment hedge accounting treatment, in which case the effective portion is recognised directly in other comprehensive
income. Non-monetary items, other than those measured at fair value, are not retranslated subsequent to initial recognition.
Assets and liabilities of foreign operations are translated at the exchange rate prevailing at the balance sheet date. Income and
expenses of foreign operations are translated at average exchange rates with the exception of subsidiaries in hyperinflationary
economies that are translated at the closing rate at the end of the year. All resulting exchange differences, including exchange
differences arising from the translation of borrowings and other financial instruments designated as hedges of such balances,
are recognised directly in other comprehensive income and accumulated in the translation reserve. On partial or full disposals
of a non-GBP functional currency subsidiary, joint venture or associate, the related accumulated exchange gains and losses
The Group uses derivative financial instruments (‘derivatives’) to manage the financial risks associated with some of its underlying
activities and the financing of those activities. Derivatives are measured at fair value using market prices at the balance sheet
date. Any derivatives which form part of a hedge accounting relationship are designated as such on the date on which they
are executed. Any derivatives which do not form part of a designated hedge accounting relationship are classified as ‘held for
trading’ for accounting purposes and are accounted for at fair value through profit or loss. They are presented as current assets
Notes to the Group Financial Statements
continued
2.
Accounting Policies
continued
2.10
Financial risk management
continued
152
Vesuvius plc
Annual Report and Financial Statements 2025
Changes in the fair value of derivatives designated as cash flow hedges are recognised in other comprehensive income to the
extent that the hedges are effective. Any ineffective portion would immediately be recognised in net finance costs in the profit or
loss. If a forecast transaction is no longer expected to occur, the amounts previously recognised in other comprehensive income
would be transferred to net finance costs in the profit or loss.
Net investment hedges
The Group designates certain of its borrowings and derivatives as net investment hedges of its foreign operations. As with cash
flow hedges, the effective portion of the gain or loss on hedging instruments is recognised in other comprehensive income whilst
any ineffective portion would immediately be recognised in net finance costs in the profit or loss. In the event a foreign operation
Leases
Lease liabilities are recognised at the present value of the remaining lease payments, discounted using the interest rate implicit in
the lease if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental borrowing rate
is used, calculated as the local government bond rate plus an interest rate spread. In cases where there is an option to terminate or
extend a lease, the duration of the lease assumed for this purpose reflects the Group’s existing intentions regarding such options.
Lease liabilities include the net present value of the following lease payments:
–
Fixed payments (including in-substance fixed payments), less any lease incentives receivable
–
Variable lease payments that are based on an index or a rate
–
Amounts expected to be payable by the lessee under residual value guarantees
–
The exercise price of a purchase option if the lessee is reasonably certain to exercise that option
–
Payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option
For leases of low-value assets and short-term leases (shorter than 12 months) the exemptions within IFRS 16 are applied and
neither the asset nor the corresponding liability to the lessor is recognised in the Group Balance Sheet. Rentals payable under
these leases are charged to the Group Income Statement on a straight-line basis over the term of the lease. Benefits received and
Employee benefits
The net liability or net surplus recognised in the Group Balance Sheet for the Group’s defined benefit plans is the present value of
the defined benefit obligation at the balance sheet date, less the fair value of the plan assets. The defined benefit obligation is
calculated by independent actuaries using the projected unit credit method and by discounting the estimated future cash flows
using interest rates on high-quality corporate bonds that have durations approximating the terms of the related pension liability.
Any asset recognised in respect of a surplus arising from this calculation is limited to the asset ceiling, where this is the present value
of any economic benefits available in the form of refunds or reductions in future contributions in respect of the plans. The Group
has an unconditional right to a refund of the UK surplus, as defined under IFRIC 14, and considers that the possibility that a surplus
could be reduced or extinguished by discretionary actions by the Trustee does not affect the existence of the asset at the end of the
reporting period. The Group therefore recognises a pension asset with respect to the scheme valued on an IAS 19 basis. No liability
is recognised with respect to further funding contributions.
The expense for the Group’s defined benefit plans is recognised in the Group Income Statement as shown in Note 27.7. Actuarial
gains and losses arising on the assets and liabilities of the plans are reported within the Group Statement of Comprehensive
Income; and gains and losses arising on settlements and curtailments are recognised in the Group Income Statement in the
same line as the item that gave rise to the settlement or curtailment or, if material, separately reported as a component of
Share-based payments
The Group operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based
payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, fair value is
measured using a form of stochastic option pricing model. For grants with non-market-based conditions, fair value is measured
using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting period with a
corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the shares that will
2.
Accounting Policies
continued
Strategic report
Governance
Financial statements
153
Trade and other payables
Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost, using the effective
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that the Group
will be required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to
settle the obligation at the balance sheet date. Where the effect of the time value of money is material, provisions are discounted
using a pre-tax discount rate that reflects both the current market assessment of the time value of money and the specific risks
associated with the obligation. Where discounting is used, the increase in the provision due to the passage of time is recognised
Critical Accounting Judgements and Estimates
The major sources of judgement and estimation uncertainty are noted below.
3.1
Separately reported items (judgement)
The determination of items to be reported separately as outlined in Note 6 is judgemental. In making this assessment, the Group
considers whether the nature and materiality of such items means that separate disclosure would assist in an understanding of
trading performance and in making projections of future results.
3.2
Deferred tax asset recognition (estimate)
In recognising deferred tax assets, the Group considers the future profitability based upon approved budgets and business plans
to determine future deferred tax recoverability. It is impractical to disclose the extent of the possible effects of profitability
assumptions on the Group’s deferred tax assets. It is reasonably possible that to the extent that actual outcomes differ from
management’s estimates, material income tax charges or credits, and changes in current and deferred tax assets, may arise
within future periods.
3.3
Reportable segments for continuing operations (judgement)
The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the
Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the
economic characteristics of these operating segments, which include a similar nature of products, customers, production
processes and margins.
The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the
Group’s Chief Executive, who makes the key operating decisions and is responsible for allocating resources and assessing
performance of the component. Taking into account the Group’s management and internal reporting structure, the operating
segments are Steel Flow Control, Steel Advanced Refractories, Steel Sensors & Probes, and the Foundry Division. The principal
activities of each of these segments are described in the Strategic Report.
Notes to the Group Financial Statements
continued
3.
Critical Accounting Judgements and Estimates
continued
154
Vesuvius plc
Annual Report and Financial Statements 2025
3.4
Employee benefits (estimate)
The Group’s financial statements include obligations associated with pension and other post-retirement benefits to current and
former employees. It is the Directors’ responsibility to set the assumptions used in determining the key elements of the costs of
meeting such future obligations. These assumptions are set after consultation with the Group’s actuaries and include those used to
determine regular service costs and the financing elements related to the plans’ assets and liabilities. Whilst the Directors believe
that the assumptions used are appropriate, a change in the assumptions could affect the Group’s profit and financial position.
The pension obligations are most sensitive to a change in the mortality assumptions and therefore could materially change in the
next financial year if the mortality assumptions change significantly. Sensitivity disclosures are included in Note 27.2.
3.5
Impairment testing of goodwill (estimate)
Determining whether goodwill is impaired requires an estimation of the recoverable amount of the cash-generating units to which
these assets have been allocated. The value in use calculation requires estimation of future cash flows expected to arise for the
cash-generating unit, the selection of suitable discount rates and the estimation of long-term growth rates. As determining such
assumptions is inherently uncertain and subject to future factors, there is the potential these may differ in subsequent periods and
therefore materially change the conclusions reached. Sensitivity disclosures are included in Note 16.2.
3.6
Provisions (judgement and estimate)
Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering
taxation and environmental matters. Some of the Group’s subsidiaries are parties to legacy matter and other lawsuits, certain
of which are insured claims. Provisions are made for the expected amounts payable. To the extent insurance is in place, an asset is
recognised in other receivables in respect of associated insurance reimbursements.
There is judgement in determining whether a provision is required. For such matters and determining the value of provision needed
requires estimation of the timing, quantum and amount of associated outflows. Sensitivity disclosures are included in Note 30.1.
3.7
Business combinations (estimate)
Acquisitions require the determination of fair values of assets and liabilities acquired, including intangible assets. The valuation
of intangible assets is based on assumptions, including future growth rates, expected inflation rates, discount rate and useful
economic lives of the assets. The Group engages third-party specialists to assist with the identification and valuation of acquired
intangible assets. Depending on the nature of the assets, the Group uses different valuation methodologies to arrive at the fair
Strategic report
Governance
Financial statements
155
Segment Information
Business segments
The Group’s operating segments are determined taking into consideration how the Group’s components are reported to the
Group’s Chief Executive, who makes the key operating decisions. The operating segments are Steel Flow Control, Steel Advanced
Refractories, Steel Sensors & Probes, and the Foundry Division. The principal activities of each of these segments are described in
the Strategic Report.
The Steel Flow Control, Steel Advanced Refractories, and Steel Sensors & Probes operating segments are aggregated into the
Steel reportable segment. In determining that aggregation is appropriate, judgement is applied which takes into account the
economic characteristics of these operating segments which include a similar nature of products, customers, production
processes and margins.
Segment revenue represents revenue from external customers (inter-segment revenue is not material). Trading profit includes
4.2
Segmental analysis
The reportable segment results from continuing operations are presented below.
| 2025 |
|||||||
Flow |
Advanced |
Sensors |
|||||
Control |
Refractories |
& Probes |
Total Steel |
Foundry |
Total |
||
Note |
£m |
£m |
£m |
£m |
£m |
£m |
|
Segment revenue |
750.9 |
555.6 |
36.1 |
1,342.6 |
466.9 |
1,809.5 |
|
Segment adjusted EBITDA |
168.0 |
48.9 |
216.9 |
||||
Segment depreciation and amortisation |
(48.0) |
(17.8) |
(65.8) |
||||
Segment trading profit |
120.0 |
31.1 |
151.1 |
||||
Return on sales |
8.9% |
6.7% |
8.4% |
||||
Cost reduction programme expenses |
6 |
(12.3) |
(6.6) |
(18.9) |
|||
Acquisition and integration expenses |
6 |
(3.6) |
(3.4) |
(7.0) |
|||
Amortisation of acquired |
|||||||
intangible assets |
(10.6) |
||||||
Operating profit |
114.6 |
||||||
Net finance costs |
8 |
(18.4) |
|||||
Share of post-tax profit of joint ventures |
17.2 |
1.0 |
|||||
Profit before tax |
97.2 |
||||||
Capital expenditure |
75.8 |
23.8 |
99.6 |
||||
Inventory |
19 |
231.7 |
55.6 |
287.3 |
|||
Trade receivables |
18 |
273.8 |
87.4 |
361.2 |
|||
Trade payables |
29 |
(183.5) |
(64.8) |
(248.3) |
|||
Notes to the Group Financial Statements
continued
4.
Segment Information
continued
4.2
Segmental analysis
continued
156
Vesuvius plc
Annual Report and Financial Statements 2025
| 2024 |
|||||||
Flow |
Advanced |
Sensors |
|||||
Control |
Refractories |
& Probes |
Total Steel |
Foundry |
Total |
||
Note |
£m |
£m |
£m |
£m |
£m |
£m |
|
Segment revenue |
769.0 |
535.6 |
39.2 |
1,343.8 |
476.3 |
1,820.1 |
|
Segment adjusted EBITDA |
197.2 |
53.0 |
250.2 |
||||
Segment depreciation and amortisation |
(44.2) |
(18.0) |
(62.2) |
||||
Segment trading profit |
153.0 |
35.0 |
188.0 |
||||
Return on sales |
11.4% |
7.4% |
10.3% |
||||
Cost reduction programme expenses |
6 |
(5.8) |
(8.8) |
(14.6) |
|||
Provision for future water treatment |
|||||||
at disused mine |
6 |
(9.7) |
|||||
Amortisation of acquired |
|||||||
intangible assets |
(10.0) |
||||||
Operating profit |
153.7 |
||||||
Net finance costs |
8 |
(16.2) |
|||||
Share of post-tax profit of joint ventures |
17.2 |
1.1 |
|||||
Profit before tax |
138.6 |
||||||
Capital expenditure |
92.2 |
23.9 |
116.1 |
||||
Inventory |
19 |
241.7 |
53.7 |
295.4 |
|||
Trade receivables |
18 |
259.7 |
82.0 |
341.7 |
|||
Trade payables |
29 |
(180.1) |
(61.6) |
(241.7) |
|||
The Chief Operating Decision Maker does not review non-current assets and non-current liabilities at a segmental level so these
disclosures are not included.
4.3
Geographical analysis
External revenue |
Non-current assets |
|||
2025 |
2024 |
2025 |
2024 |
|
£m |
£m |
£m |
£m |
|
EMEA |
607.7 |
603.1 |
546.3 |
510.7 |
Asia |
595.0 |
583.5 |
313.5 |
244.9 |
North America |
473.1 |
487.8 |
418.4 |
410.7 |
South America |
133.7 |
145.7 |
46.0 |
45.1 |
1,809.5 |
1,820.1 |
1,324.2 |
1,211.4 |
|
External revenue disclosed in the table above is based upon the geographical location from which the products and services are
invoiced. Non-current assets exclude employee benefits net surpluses, deferred tax assets and financial instruments. Information
relating to the Group’s products and services is given in the Strategic Report. The Group is not dependent on any single customer
for its revenue and no single customer, for either of the years presented in the table above, accounts for more than 10% of the
Group’s total external revenue. £24.7m (2024: £50.7m) of revenue was generated from the UK, and total non-current assets in the
Strategic report
Governance
Financial statements
157
Operating Profit
Operating profit is stated after charging/(crediting)
2025 |
2024 |
||
Note |
£m |
£m |
|
Cost of materials recognised as an expense |
19 |
825.5 |
807.9 |
Employee expenses |
7 |
465.7 |
474.3 |
Depreciation |
14 |
63.5 |
60.9 |
Amortisation |
15 |
12.9 |
11.3 |
Expected credit loss allowances |
25.1 |
(0.8) |
(2.9) |
Amounts payable to PricewaterhouseCoopers LLP and their associates
2025 |
2024 |
|
£m |
£m |
|
Fees payable to the Company’s auditors and their associates for the audit |
||
of the Parent Company and Consolidated Financial Statements |
1.2 |
1.0 |
Fees payable to the Company’s auditors and their associates for other services: |
||
Audit of the Company’s subsidiaries |
1.0 |
1.1 |
Audit-related assurance services |
0.2 |
0.2 |
2.4 |
2.3 |
It is the Group’s policy not to use the Group’s auditors for non-audit services other than for audit-related services that are required
to be performed by auditors.
5.3
Amounts payable to Mazars LLP
Mazars LLP acts as external auditors of certain subsidiary entities. Total remuneration for the audit of these entities was £1.0m
Separately Reported Items
Cost reduction programme expenses
In November 2023, the Group initiated an efficiency programme with the aim of realising recurring cash cost savings.
The programme covers all of the Group’s activities worldwide and focuses on operational improvement, lean initiatives,
automation and digitalisation, as well as further optimisation of the manufacturing footprint.
Cost reduction programme expenses are excluded from trading profit (adjusted operating profit), allowing for a clear measure of
the Group’s operating performance.
During 2025, cost reduction programme expenses were £18.9m (2024: £14.6m). The charges reflect redundancy costs £10.2m
(2024: £10.8m), plant closure costs £4.8m (2024: £2.2m), and non-cash asset impairments £3.9m (2024: £1.6m). The net tax credit
attributable to these cost reduction programme expenses was £4.7m (2024: £2.6m).
Provision for future water treatment at disused mine
Details on the provision are disclosed in Note 30. In 2024, the forecast annual operating cost is £0.8m and the remaining period
for which water treatment will be required was reassessed to be 20 years, resulting in an increase in the provision and a charge
to the Income Statement for £nil (2024: £9.7m). The net tax credit attributable to these costs in respect of disused mine was £nil
(2024: £2.3m).
Acquisition and integration expenses
Acquisition and integration expenses of £7.0m have been drawn out as a separately reported item (2024: £nil). As these expenses
Notes to the Group Financial Statements
continued
158
Vesuvius plc
Annual Report and Financial Statements 2025
Employees
7.1
Employee expenses
2025 |
2024 |
||
Note |
£m |
£m |
|
Wages and salaries |
386.0 |
390.8 |
|
Social security costs |
60.2 |
60.5 |
|
Share-based payments |
28 |
3.0 |
6.2 |
Pension costs – defined contribution pension plans |
27 |
11.5 |
11.8 |
– defined benefit pension plans |
27 |
5.1 |
4.8 |
Other post-retirement benefits |
27 |
(0.1) |
0.2 |
Total employee expenses |
465.7 |
474.3 |
7.2
Monthly average number of employees
2025 |
2024 |
|
no. |
no. |
|
Steel |
8,744 |
9,061 |
Foundry |
2,183 |
2,214 |
Total monthly average number of employees |
10,927 |
11,275 |
As at 31 December 2025, the Group had 10,925 employees (2024: 11,133).
Remuneration of key management personnel
The remuneration of the Directors, who are the key management personnel of the Group, is set out below. Details of the Directors’
remuneration are disclosed in the Directors’ Remuneration Report on pages 97 to 124.
2025 |
2024 |
|
£m |
£m |
|
Short-term employee benefits |
1.7 |
2.0 |
Post-employment benefits |
0.1 |
0.2 |
Share-based payments |
0.2 |
1.5 |
Total remuneration of key management personnel |
2.0 |
3.7 |
Net Finance Costs
2025 |
2024 |
|
£m |
£m |
|
Interest payable on borrowings |
||
Loans and overdrafts |
18.2 |
19.3 |
Interest on lease liabilities |
2.7 |
3.0 |
Amortisation of capitalised arrangement fees |
1.5 |
1.0 |
Total interest payable on borrowings |
22.4 |
23.3 |
Interest on net retirement benefit obligations |
1.2 |
1.6 |
Adjustment to discounts on provisions and other liabilities |
3.0 |
2.2 |
Adjustment to discounts on receivables |
(1.2) |
(1.2) |
Interest income |
(7.0) |
(9.7) |
Net finance costs |
18.4 |
16.2 |
Strategic report
Governance
Financial statements
159
Income Tax Charge
9.1
Income tax charge
2025 |
2024 |
|
£m |
£m |
|
Current tax |
||
UK taxation |
0.7 |
– |
Overseas taxation |
37.6 |
42.1 |
Adjustments in respect of prior years |
(6.8) |
(0.6) |
Total current tax, continuing operations |
31.5 |
41.5 |
Deferred tax |
||
Origination and reversal of temporary taxable differences |
2.6 |
0.1 |
Adjustments in respect of prior years |
(1.7) |
(3.3) |
Total deferred tax, continuing operations |
0.9 |
(3.2) |
Total income tax charge |
32.4 |
38.3 |
Total income tax charge attributable to: |
||
Continuing operations – adjusted performance |
36.5 |
47.2 |
| – separately reported |
(4.1) |
(8.9) |
Total income tax charge |
32.4 |
38.3 |
The Group will incur top-up taxes due to Pillar Two legislation, and is liable to pay top-up tax for the differences between its GloBE
effective tax rate in each jurisdiction and the 15% minimum rate. The Group has estimated that the effective tax rates exceed 15%
in all jurisdictions in which it operates, except for United Arab Emirates where we have two subsidiaries. However, the amount is
immaterial at £0.1m (2024: £0.1m) and has been included within income tax in the Income Statement. There are no significant
impacts on the Group’s financial position, performance, cash flows and earnings per share.
Included in the Group’s total income tax charge are charges and credits meeting the criteria set out in Note 1.6 to be treated as
separately reported items, as analysed in the following table:
2025 |
2024 |
|
Separately reported items |
£m |
£m |
Current tax deductions with respect to restructuring and strategic programmes |
(4.4) |
(2.6) |
Withholding tax on dividends |
2.9 |
– |
Amortisation and utilisation of acquired intangibles |
(2.1) |
(2.6) |
Recognition of deferred tax asset on acquired intangibles |
– |
– |
Utilisation of operating losses |
(0.5) |
(1.3) |
Other temporary differences |
– |
(2.4) |
Total tax credit separately reported |
(4.1) |
(8.9) |
The net tax debit reflected in the Group Statement of Comprehensive Income in the year amounted to a £2.2m charge
(2024: £0.8m charge) in both years primarily for net actuarial gains and losses on the employee benefits plans.
9.2
Reconciliation of income tax charge to profit before tax
2025 |
2024 |
|
£m |
£m |
|
Profit before tax |
97.2 |
138.6 |
Tax at the UK corporation tax rate of 25.0% (2024: 25.0%) |
24.3 |
34.6 |
Overseas tax rate differences |
1.3 |
1.2 |
Withholding taxes |
8.4 |
5.5 |
(Income)/expenses not (taxable)/deductible for tax purposes |
2.3 |
3.3 |
Changes in uncertain tax positions |
(2.0) |
(2.2) |
Foreign Tax Credits expired/written off in the period |
5.2 |
– |
Utilisation of previously unrecognised tax losses |
– |
– |
Deferred tax assets not recognised in the period |
1.3 |
(0.2) |
Deferred tax rate changes |
0.1 |
– |
Adjustments in respect of prior years |
(8.5) |
(3.9) |
Total income tax charge |
32.4 |
38.3 |
Notes to the Group Financial Statements
continued
9.
Income Tax Charge
continued
160
Vesuvius plc
Annual Report and Financial Statements 2025
Deferred tax
Other |
Other |
|||||
operating |
Pension |
Intangible |
temporary |
|||
Interest |
losses |
costs |
assets |
differences |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
As at 1 January 2024 |
33.8 |
42.7 |
3.0 |
(18.1) |
29.7 |
91.1 |
Exchange adjustments |
0.2 |
(0.5) |
(0.2) |
0.1 |
0.5 |
0.1 |
Other net charge to Group Statement of |
||||||
Comprehensive Income |
– |
– |
(0.8) |
– |
– |
(0.8) |
Other net (charge)/credit to Group Income Statement |
(5.7) |
1.0 |
(1.9) |
1.0 |
8.8 |
3.2 |
As at 31 December 2024 |
28.3 |
43.2 |
0.1 |
(17.0) |
39.0 |
93.6 |
Exchange adjustments |
1.5 |
0.1 |
0.1 |
– |
(4.4) |
(2.7) |
Acquisitions |
– |
– |
– |
(8.1) |
(1.0) |
(9.1) |
Other net charge to Group Statement of |
||||||
Changes in Equity |
– |
– |
– |
0.3 |
– |
0.3 |
Other net charge to Group Statement of |
||||||
Comprehensive Income |
– |
– |
(1.3) |
(0.2) |
(0.7) |
(2.2) |
Other net (charge)/credit to Group Income Statement |
(0.9) |
9.2 |
(0.7) |
3.0 |
(11.4) |
(0.8) |
As at 31 December 2025 |
28.9 |
52.5 |
(1.8) |
(22.0) |
21.5 |
79.1 |
2025 |
2024 |
|
£m |
£m |
|
Recognised in the Group Balance Sheet as: |
||
Non-current deferred tax assets |
102.3 |
109.9 |
Non-current deferred tax liabilities |
(23.2) |
(16.3) |
Net total deferred tax assets |
79.1 |
93.6 |
The Group has modelled proportionate increases and decreases in relation to the expected taxable income based on the
approved budget and the results do not have a material impact on the deferred tax asset balance. The Group remains confident
of the recovery of these assets.
Other temporary differences consists of various other items where the accounting and tax basis differ at the balance sheet date
and would result in a tax benefit/(liability) in the future, including fixed assets and provisions/accruals.
Tax loss carry-forwards and other temporary differences with a tax value of £17m (2024: £5.6m) were recognised by jurisdictions
reporting a loss. Based on approved business plans of these subsidiaries, the Directors consider it probable that the tax loss
carry-forwards and temporary differences can be offset against future taxable profits of these subsidiaries.
The total deferred tax assets not recognised as at 31 December 2025 were £155m (2024: £167.0m), as analysed below. In
accordance with the accounting policy in Note 9.1, these items have not been recognised as deferred tax assets on the basis that
their future economic benefit is not probable. In total, there was a decrease of £12m (2024: £5.2m increase) in net unrecognised
deferred tax assets during the year, primarily driven by a prior year true-up to UK deferred tax assets following the conclusion of
a tax enquiry.
Included in these deferred tax assets and liabilities are net amounts expected to be utilised in 2025 of £8.4m (2024: £4.3m estimate
of 2025).
2025 |
2024 |
|
£m |
£m |
|
Operating losses (further described below) |
97.2 |
92.6 |
Unrelieved US interest (may be carried forward indefinitely) |
– |
– |
Capital losses available to offset future UK capital gains (may be carried forward indefinitely) |
45.5 |
45.5 |
UK ACT credits (may be carried forward indefinitely) |
– |
19.3 |
Other temporary differences |
12.3 |
9.6 |
Total deferred tax assets not recognised |
155.0 |
167.0 |
9.
Income Tax Charge
continued
9.3
Deferred tax
continued
Strategic report
Governance
Financial statements
161
The Group has significant net operating losses with a tax value of £149.7m (2024: £135.9m), only £52.5m (2024: £43.3m) of which
meet the criteria set out in Note 9.1 to be recognised on the Group Balance Sheet.
Operating |
Operating |
Operating |
Operating |
|||
losses |
losses not |
losses |
losses not |
|||
recognised |
recognised |
Total |
recognised |
recognised |
Total |
|
2025 |
2025 |
2025 |
2024 |
2024 |
2024 |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
UK (may be carried forward indefinitely) |
40.9 |
72.2 |
113.1 |
35.8 |
74.2 |
110.0 |
US (due to expire 2025-2031) |
1.3 |
– |
1.3 |
1.5 |
– |
1.5 |
ROW (may be carried forward indefinitely) |
10.3 |
25.0 |
35.3 |
6.0 |
18.4 |
24.4 |
52.5 |
97.2 |
149.7 |
43.3 |
92.6 |
135.9 |
The £35.3m (2024: £24.4m) operating losses available to set against future income in the rest of the world arise in a number of
countries, reflecting the spread of the Group’s operations.
Deferred tax is not recognised in respect of the value of the Group’s unremitted earnings in subsidiaries and interests in joint
ventures where we are able to control the timing of the reversal of the temporary differences and it is probable that such
differences will not reverse in the foreseeable future. The main tax that would apply to unremitted earnings is dividend withholding
tax that would be deducted by the payer of these dividends.
The estimate for dividend WHT on unremitted earnings which has not been recorded in the accounts is £16.5m (2024: £20.7m).
The Group is within the scope of the OECD Pillar Two model rules, and it applies the IAS 12 exception to recognising and disclosing
Income tax payable and recoverable
2025 |
2024 |
|
£m |
£m |
|
Liabilities for income tax payable |
(3.0) |
(2.6) |
Provisions for uncertain tax positions |
(4.5) |
(4.0) |
(7.5) |
(6.6) |
|
Plus: Income tax recoverable within one year |
18.8 |
12.9 |
Net asset/(liability) |
11.3 |
6.3 |
Provisions for uncertain tax positions are calculated in accordance with the policy outlined in Note 9.1 , and are treated as income
tax payable in accordance with IAS 12.
These provisions cover litigated tax matters as well as provisions for other risks where the Group believes it is more likely than not
that there would be a successful challenge by a tax authority to positions it has taken in its tax filings. By its nature, litigation can
result in sharp fluctuations in cash flow, both in and out, relating to taxes. Currently, management does not expect any material
adjustments to these provisions in 2026.
During the year, the provisions for uncertain tax positions have increased to £4.5m (2024: £4m). The increase of £0.5m (2024:
£2.3m decrease) can be explained by the acquisition of PiroMET which included an uncertain tax position partially offset by the
Notes to the Group Financial Statements
continued
9.
Income Tax Charge
continued
162
Vesuvius plc
Annual Report and Financial Statements 2025
9.5
Key factors impacting the sustainability of the adjusted effective tax rate are as follows:
Material changes in the geographic mix of profits
The Group’s headline effective tax rate is sensitive to changes in the geographic mix of profits and level of profits and reflects
a combination of higher rates in certain jurisdictions such as Brazil, Germany, India, Mexico and the US and a lower headline
effective tax rate in jurisdictions like China and Poland.
Changes in tax rates, tax reform and its interpretation
Changes in tax rates and laws in the jurisdictions in which the Group operates could have a material effect on the Group’s headline
effective tax rate.
Availability of tax advantaged rates
Vesuvius in China qualifies for a tax advantaged rate of 15% (rather than the headline rate of 25%) on part of its profits due to the
high-technology nature of its business.
Resolution of tax judgements
At any one time, the Group can be subject to a number of challenges by tax authorities in the jurisdictions in which it operates.
The outcome of these challenges is inherently uncertain, potentially resulting in a different tax charge from the amounts
Earnings per Share (EPS)
10.1
Earnings for EPS
Basic and diluted EPS are based upon the profit attributable to owners of the Parent, as reported in the Group Income Statement.
The table below reconciles these different profit measures.
2025 |
2024 |
|
£m |
£m |
|
Profit attributable to owners of the Parent |
52.2 |
87.2 |
Adjustments for separately reported items: |
||
Cost reduction programme expenses |
18.9 |
14.6 |
Acquisition and integration expenses |
7.0 |
– |
Provision for future water treatment at disused mine |
– |
9.7 |
Amortisation of acquired intangible assets |
10.6 |
10.0 |
Income tax credit |
(4.1) |
(8.9) |
Adjusted profit attributable to owners of the Parent |
84.6 |
112.6 |
10.2
Weighted average number of shares
2025 |
2024 |
|
millions |
millions |
|
For calculating basic and adjusted EPS |
247.1 |
260.0 |
Adjustment for potentially dilutive ordinary shares |
3.0 |
3.7 |
For calculating diluted and diluted adjusted EPS |
250.1 |
263.7 |
For the purposes of calculating diluted and diluted adjusted EPS, the weighted average number of ordinary shares is adjusted to
include the weighted average number of ordinary shares that would be issued on the conversion of all potentially dilutive ordinary
shares expected to vest, relating to the Company’s share-based payment plans. Potential ordinary shares are only treated as
dilutive when their conversion to ordinary shares would decrease EPS or increase loss per share.
10.3
Per share amounts
2025 |
2024 |
|
pence |
pence |
|
Earnings per share |
||
– reported basic |
21.1 |
33.5 |
– reported diluted |
20.9 |
33.1 |
– adjusted basic 1 |
34.2 |
43.3 |
– adjusted diluted 1 |
33.8 |
42.7 |
1.
Strategic report
Governance
Financial statements
163
Cash Generated from Operations
2025 |
2024 |
||
Note |
£m |
£m |
|
Operating profit |
114.6 |
153.7 |
|
Adjustments for: |
|||
Cost reduction programme expenses |
6 |
18.9 |
14.6 |
Acquisition and integration expenses |
6 |
7.0 |
– |
Provision for future water treatment at disused mine |
6 |
– |
9.7 |
Amortisation of acquired intangible assets |
10.6 |
10.0 |
|
Trading profit (adjusted operating profit) |
151.1 |
188.0 |
|
(Profit)/loss relating to fixed assets |
(3.7) |
(2.2) |
|
Depreciation |
14 |
63.5 |
60.9 |
Amortisation of software |
15 |
2.3 |
1.3 |
Defined benefit retirement plans net charge |
27 |
5.2 |
5.0 |
Net (increase)/decrease in inventories |
10.8 |
(14.3) |
|
Net (increase)/decrease in trade receivables |
(19.8) |
1.9 |
|
Net increase in trade payables |
7.6 |
11.8 |
|
Net decrease in other working capital 1 |
(14.2) |
(16.6) |
|
Defined benefit retirement plans cash outflows |
27 |
(9.7) |
(9.4) |
Outflow related to cost reduction programme |
6 |
(16.0) |
(7.9) |
Outflow related to restructuring charges |
(0.4) |
(1.0) |
|
Outflow related to acquisition and integration expenses |
6 |
(2.6) |
– |
Water treatment at disused mine cash outflows |
6 |
(0.7) |
(0.8) |
Cash generated from operations |
173.4 |
216.7 |
1.
Cash and Cash Equivalents
2025 |
2024 |
|
£m |
£m |
|
Cash and short-term deposits |
190.6 |
186.4 |
Bank overdrafts |
(3.1) |
(7.8) |
Cash and cash equivalents in the Group Statement of Cash Flows |
187.5 |
178.6 |
Cash is held both centrally and in operating territories. For certain territories including Argentina, Egypt, and Russia cash is more
readily used locally than for broader Group purposes.
As at 31 December 2025, the Group held £18.0m (INR 2,180m) of cash classified as restricted. This amount was held in an escrow
account in accordance with the requirements of the Securities and Exchange Board of India. The balance earned interest at
market rates until its release from the escrow account on 27 February 2026.
The cash related to the acquisition of a 75% interest in Morganite Crucible (India) Limited from Morgan Advanced Materials plc,
which was completed during the year. As a result of the acquisition, the Group was required to undertake a mandatory tender
offer (MTO) in respect of the remaining 25% of the shares in the target company that are publicly held. In accordance with
Indian regulatory requirements, the Group is required to place funds equal to the maximum potential consideration payable
under the MTO into an escrow account. Accordingly, the amount held in escrow represented the full purchase price of the MTO,
assuming it were taken up by all eligible public shareholders. Under the terms of the escrow arrangement, although the acquisition
has taken place, the Group could not access the funds until the relevant authorities in India granted approval for the release of
the escrow balance.
The full balance held in the escrow account is presented within cash and cash equivalents as it meets the definition of a cash
equivalent. For the purposes of the Group’s Alternative Performance Measures (APMs), no adjustment has been made in respect
Notes to the Group Financial Statements
continued
164
Vesuvius plc
Annual Report and Financial Statements 2025
Reconciliation of Movement in Net Debt
Balance |
Balance |
|||||
as at |
Foreign |
Fair value |
as at |
|||
1 January |
exchange |
gains/ |
Non-cash |
Cash |
31 December |
|
2025 |
adjustments |
(losses) |
movements* |
flow** |
2025 |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Cash and cash equivalents |
||||||
Cash at bank and in hand |
186.4 |
(9.9) |
– |
– |
14.1 |
190.6 |
Bank overdrafts |
(7.8) |
(0.2) |
– |
– |
4.9 |
(3.1) |
178.6 |
(10.1) |
– |
– |
19.0 |
187.5 |
|
Borrowings, excluding bank overdrafts |
(513.2) |
(2.3) |
– |
(9.2) |
(116.9) |
(641.6) |
Capitalised arrangement fees |
0.8 |
– |
– |
(1.5) |
3.5 |
2.8 |
Derivative financial instruments |
4.6 |
1.2 |
(5.7) |
– |
(1.2) |
(1.1) |
Net debt |
(329.2) |
(11.2) |
(5.7) |
(10.7) |
(95.6) |
(452.4) |
Balance |
Balance |
|||||
as at |
Foreign |
Fair value |
as at |
|||
1 January |
exchange |
gains/ |
Non-cash |
Cash |
31 December |
|
2024 |
adjustments |
(losses) |
movements * |
flow ** |
2024 |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Cash and cash equivalents |
||||||
Cash at bank and in hand |
164.2 |
(5.1) |
– |
– |
27.3 |
186.4 |
Bank overdrafts |
(3.4) |
0.1 |
– |
– |
(4.5) |
(7.8) |
160.8 |
(5.0) |
– |
– |
22.8 |
178.6 |
|
Borrowings, excluding bank overdrafts |
(400.6) |
9.2 |
– |
(18.2) |
(103.6) |
(513.2) |
Capitalised arrangement fees |
1.8 |
– |
– |
(1.0) |
– |
0.8 |
Derivative financial instruments |
0.5 |
– |
4.1 |
– |
– |
4.6 |
Net debt |
(237.5) |
4.2 |
4.1 |
(19.2) |
(80.8) |
(329.2) |
*
£8.4m (2024: £15.2m) of new leases were entered into during the year and £0.7m (2024: £nil) of leases were acquired (Note 20).
** Borrowings, excluding bank overdrafts include proceeds from borrowings, repayment of borrowings and payment of lease liabilities.
The Group routinely rolls over the principal of borrowings drawn under the committed syndicated bank facility. The procedure
may be repeated, depending on liquidity requirements of the Group, until the maturity date of the credit facility.
During the year, the Group refinanced its committed syndicated bank facility. The refinancing was contractually structured as
repayment and extinguishment of the existing facility of £385m and the utilisation of the replacement facility of £475m, executed
on 21 February 2025. The commitments under the replacement facility were subsequently increased to £522.5m with effect from
30 May 2025. The settlement of principal amounts was performed by the facility agent on behalf of the participating banks and
Strategic report
Governance
Financial statements
165
Property, Plant and Equipment
Movement in net book value
Right-of-use |
Right-of-use |
||||||
assets – land |
assets – plant |
||||||
Freehold |
Leasehold |
& buildings |
& equipment |
Plant and |
Construction |
||
property |
property |
(Note 26.1) |
(Note 26.1) |
equipment |
in progress |
Total |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
Cost |
|||||||
As at 1 January 2024 |
278.8 |
0.1 |
53.6 |
43.5 |
657.6 |
83.2 |
1,116.8 |
Exchange adjustments |
(8.9) |
– |
(1.6) |
(1.6) |
(20.8) |
(4.0) |
(36.9) |
Capital expenditure additions |
7.5 |
0.7 |
4.0 |
11.2 |
25.4 |
54.6 |
103.4 |
Disposals |
(2.9) |
– |
(1.6) |
(5.4) |
(16.6) |
(0.5) |
(27.0) |
Reclassifications |
8.5 |
– |
– |
– |
33.7 |
(42.2) |
– |
As at 31 December 2024 and 1 January 2025 |
283.0 |
0.8 |
54.4 |
47.7 |
679.3 |
91.1 |
1,156.3 |
Exchange adjustments |
(2.5) |
(0.5) |
(1.6) |
0.2 |
(6.9) |
(1.0) |
(12.3) |
Capital expenditure additions |
0.8 |
0.2 |
4.2 |
4.2 |
12.6 |
65.3 |
87.3 |
Acquisitions through business combinations |
21.9 |
7.5 |
0.4 |
0.6 |
14.5 |
0.1 |
45.0 |
Disposals |
(6.7) |
– |
(7.6) |
(6.3) |
(19.5) |
(0.1) |
(40.2) |
Reclassifications |
15.9 |
0.5 |
– |
– |
70.8 |
(87.2) |
– |
As at 31 December 2025 |
312.4 |
8.5 |
49.8 |
46.4 |
750.8 |
68.2 |
1,236.1 |
Accumulated depreciation and impairment losses |
|||||||
As at 1 January 2024 |
140.6 |
0.1 |
16.5 |
23.0 |
475.8 |
– |
656.0 |
Exchange adjustments |
(4.3) |
– |
(0.6) |
(1.0) |
(13.5) |
– |
(19.4) |
Depreciation charge |
10.4 |
– |
6.1 |
9.5 |
34.9 |
– |
60.9 |
Impairment |
– |
– |
0.8 |
– |
0.8 |
– |
1.6 |
Disposals |
(2.7) |
– |
(2.2) |
(4.7) |
(15.8) |
– |
(25.4) |
Reclassifications |
(0.2) |
– |
– |
– |
0.2 |
– |
– |
As at 31 December 2024 and 1 January 2025 |
143.8 |
0.1 |
20.6 |
26.8 |
482.4 |
– |
673.7 |
Exchange adjustments |
(0.8) |
0.1 |
(0.3) |
0.1 |
(5.7) |
– |
(6.6) |
Depreciation charge |
8.6 |
0.1 |
5.8 |
9.5 |
39.5 |
– |
63.5 |
Impairment |
– |
– |
0.1 |
– |
0.8 |
– |
0.9 |
Disposals |
(5.2) |
– |
(5.3) |
(5.8) |
(18.3) |
– |
(34.6) |
As at 31 December 2025 |
146.4 |
0.3 |
20.9 |
30.6 |
498.7 |
– |
696.9 |
Net book value as at 31 December 2025 |
166.0 |
8.2 |
28.9 |
15.8 |
252.1 |
68.2 |
539.2 |
Net book value as at 31 December 2024 |
139.2 |
0.7 |
33.8 |
20.9 |
196.9 |
91.1 |
482.6 |
Notes to the Group Financial Statements
continued
166
Vesuvius plc
Annual Report and Financial Statements 2025
Intangible assets comprise goodwill, other intangible assets that have been acquired through business combinations, and
software costs.
Movement in net book value
Other |
Other |
|||||||
acquired |
acquired |
|||||||
intangible |
2025 |
intangible |
2024 |
|||||
Goodwill |
assets |
Software |
total |
Goodwill |
assets |
Software |
total |
|
£m |
£m |
£m |
£m |
£m |
£m |
£m |
£m |
|
Cost |
||||||||
As at 1 January |
616.2 |
281.6 |
30.4 |
928.2 |
630.9 |
287.3 |
18.8 |
937.0 |
Exchange adjustments |
(12.0) |
(0.3) |
1.8 |
(10.5) |
(14.7) |
(5.7) |
(1.1) |
(21.5) |
Capital expenditure additions |
– |
– |
12.3 |
12.3 |
– |
– |
12.7 |
12.7 |
Acquisitions (Note 20) |
46.2 |
22.9 |
– |
69.1 |
– |
– |
– |
– |
Disposals |
– |
– |
(0.1) |
(0.1) |
– |
– |
– |
– |
As at 31 December |
650.4 |
304.2 |
44.4 |
999.0 |
616.2 |
281.6 |
30.4 |
928.2 |
Accumulated amortisation |
||||||||
and impairment losses |
||||||||
As at 1 January |
– |
233.1 |
4.2 |
237.3 |
– |
228.0 |
3.0 |
231.0 |
Exchange adjustments |
– |
0.9 |
0.1 |
1.0 |
– |
(4.9) |
(0.1) |
(5.0) |
Amortisation charge |
||||||||
for the year |
– |
10.6 |
2.3 |
12.9 |
– |
10.0 |
1.3 |
11.3 |
Disposals |
– |
– |
(0.1) |
(0.1) |
– |
– |
– |
– |
As at 31 December |
– |
244.6 |
6.5 |
251.1 |
– |
233.1 |
4.2 |
237.3 |
Net book value as at |
||||||||
31 December |
650.4 |
59.6 |
37.9 |
747.9 |
616.2 |
48.5 |
26.2 |
690.9 |
Of the £44.4m (2024: £30.4m) software cost as at 31 December 2025, £12.8m (2024: £12.5m) was in the course of construction.
Software comprises Enterprise Resource Planning tools in use and being developed. The software is installed on Vesuvius’ servers
and the Group has complete ownership of the assets.
Amortisation charge of £10.6m (2024: £10.0m) in respect of other acquired intangible assets includes £5.0m (2024: £5.1m)
recognised in respect of Foseco customer relationships, £3.6m (2024: £3.6m) in respect of the Foseco trade name and £2.0m
(2024: £1.3m) in respect of Advanced Refractories intangible assets.
During the year the Group made a number of acquisitions resulting in goodwill and intangible assets being recognised as
Analysis of goodwill by cash-generating unit (CGU)
Goodwill acquired in a business combination is allocated to each of the Group’s CGUs expected to benefit from the synergies of
the combination. For the purposes of impairment testing, the Directors consider that the Group has four CGUs: Steel Advanced
Refractories, Steel Flow Control, Steel Sensors & Probes, and the Foundry Division. These CGUs represent the lowest level at which
goodwill is monitored (Note 16.1).
2025 |
2024 |
|
£m |
£m |
|
Steel Flow Control |
263.8 |
268.0 |
Steel Advanced Refractories |
151.8 |
143.8 |
Foundry |
234.8 |
204.4 |
Total goodwill |
650.4 |
616.2 |
15. Intangible Assets
continued
Strategic report
Governance
Financial statements
167
15.3
Analysis of other acquired intangible assets
Other acquired intangible assets are amortised on a straight-line basis over their estimated useful lives. The assets acquired are
shown below.
Net book |
Net book |
|
value as at |
value as at |
|
31 Dec 2025 |
31 Dec 2024 |
|
£m |
£m |
|
Steel Flow Control, Steel Advanced Refractories & Foundry |
||
– Foseco customer relationships (useful life: 20 years) |
11.4 |
16.3 |
– Foseco trade name (useful life: 20 years) |
8.1 |
11.7 |
Steel Advanced Refractories |
||
– Refraforce customer relationships (useful life: 20 years) |
0.7 |
– |
– PiroMET customer relationships (useful life: 15 years) |
6.9 |
– |
– PiroMET non-compete arrangements (useful life: 5 years) |
0.4 |
– |
– URI customer relationships (useful life: 20 years) |
5.0 |
5.7 |
– URI know-how (useful life: 20 years) |
4.0 |
4.6 |
– CCPI customer relationships (useful life: 20 years) |
8.8 |
10.2 |
Foundry |
||
– MMS customer relationships (useful life: 15 years) |
9.9 |
– |
– MMS trade name (useful life: 20 years) |
4.4 |
– |
Total |
59.6 |
48.5 |
Impairment of Tangible and Intangible Assets
16.1
Key assumptions and methodology
The key assumptions in determining value in use are projected cash flows, growth rates and discount rates. These are disclosed
as critical accounting estimates in Note 3.5.
Projected cash flows for the next five years have been based on the latest Board-approved budgets and strategic plans. They
reflect management’s expectations of revenue, EBITDA growth, capital expenditure, working capital and adjusted operating
cash flows to derive the annual cash flows, based on past experience and future expectations of business performance, and take
into account the cyclicality of the business in which the CGU operates. Cash flows from 2030 have been extrapolated using a
perpetuity growth rate of 2.5% (2024: 2.5%). The growth rate has been calculated using GDP growth forecasts published by the
International Monetary Fund for the Group’s end-markets.
The cash flows have been discounted to their current value using pre-tax discount rates that reflect current market assessments of
the time value of money and the risks specific to the cash-generating unit. The assumptions used in the calculation of the discount
rates for each CGU have been benchmarked to externally available data. These are industry-specific beta coefficients, risk-free
rates and equity risk premiums.
The pre-tax discount rates used for the Steel Flow Control and Steel Advanced Refractories CGUs was 12.4% (2024: 12.5%) and
for the Foundry CGU was 13.8% (2024: 13.8%). There is no goodwill or intangible assets in the Steel Sensors & Probes CGU.
The Group carried out its annual goodwill impairment test using the discount rates above and applying them to the latest
Board-approved cash flows to calculate a value in use (VIU). The recoverable amount of each CGU exceeded its carrying value,
therefore no impairment charges have been recognised.
The Directors have considered the impact of climate change on expected future cash flows. There is no material impact on the
future cash flows.
16.
Impairment of Tangible and Intangible Assets
continued
Notes to the Group Financial Statements
continued
168
Vesuvius plc
Annual Report and Financial Statements 2025
16.2
Sensitivity of impairment reviews
Expected future cash flows are inherently uncertain and could change materially over time. They are affected by several factors,
including market and production estimates, together with economic factors such as prices, discount rates, currency exchange
rates, operational costs, and future capital expenditure.
The recoverable amount of all CGUs exceeded their carrying value on the basis of the assumptions set out above and any
reasonably possible changes thereof, except for Steel Advanced Refractories and Foundry, where a reasonably possible change
could lead to an impairment. A sensitivity analysis was carried out using reasonably possible changes to the key assumptions as
set out in the table below.
Impairment charge, |
|||
Key assumption |
Relevant CGU |
Sensitivity |
£m |
Annual cash flows |
Steel Advanced Refractories |
Decrease the annual cash flows by 20% |
(40.2) |
Annual cash flows |
Foundry |
Decrease the annual cash flows by 20% |
(32.0) |
A 12% decrease in annual cash flows would result in the AR CGU having a recoverable amount equal to its carrying value.
Strategic report
Governance
Financial statements
169
Investment in subsidiaries
A subsidiary is an entity over which the Group has control. The Group controls an entity when the Group is exposed to, or has
rights to, variable returns from its involvement with the entity and can affect those returns through its power over the entity.
The subsidiaries of Vesuvius plc and the countries in which they are incorporated are set out below. With the exception of
Vesuvius Holdings Limited, whose ordinary share capital was directly held by Vesuvius plc, the ordinary capital of the companies
listed below was wholly owned by a Vesuvius plc subsidiary as at 31 December 2025. Details of the joint ventures and associates
are disclosed in Note 17.2.
Company |
||
legal name |
Registered office address |
Jurisdiction |
BMI Refractory |
600 N 2nd Street, Suite 401, |
US |
Services Inc. |
Harrisburg, PA 17101-1071, |
(Pennsylvania) |
United States |
||
Brazil 1 Limited |
165 Fleet Street, London, |
England |
EC4A 2AE, England |
||
CCPI Inc. |
Suite 201, 910 Foulk Road, |
US |
Wilmington, New Castle, |
(Delaware) |
|
DE 19803, United States |
||
Cookson |
Km 7 1/2, Autopista San Isidro, |
Dominican |
Dominicana, |
Edificio Modelo A, Zona Franca |
Republic |
SRL |
San Isidro, Santo Domingo |
|
Oeste, Dominican Republic |
||
Flo-Con |
CT Corporation, 1209 Orange |
US |
Holding, Inc. |
Street, The Corporation Trust |
(Delaware) |
Company, Wilmington, |
||
DE 19801, United States |
||
Foseco (Jersey) |
44 Esplanade, St Helier, |
Jersey |
Limited |
JE4 9WG, Jersey |
|
Foseco (UK) |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Foseco Espanola |
5, Barrio Elizalde, Izurza, |
Spain |
S.A. |
Bizkaia, 48213, Spain |
|
Foseco |
5, Barrio Elizalde, |
Spain |
Fundición Holding |
Izurza, Bizkaia, |
|
(Espanola), S.L. |
48213, Spain |
|
Foseco Holding |
165 Fleet Street, London, |
England |
(Europe) Limited |
EC4A 2AE, England |
|
Foseco Holding |
12 Bosworth Street, |
South Africa |
(South Africa) |
Alrode, Alberton, 1449, |
|
(Pty) Limited |
South Africa |
|
Foseco |
Rivium Boulevard 301, |
Netherlands |
Holding BV |
Capelle aan den Ijssel, |
|
Rotterdam 2909LK, |
||
Netherlands |
||
Foseco Holding |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Foseco Holding |
165 Fleet Street, London, |
England |
International |
EC4A 2AE, England |
|
Limited |
||
Foseco Industrial e |
Km 15, Rodovia Raposo |
Brazil |
Comercial Ltda |
Tavares, Butanta Cep, |
|
São Paulo, 05577-100, Brazil |
||
Foseco |
170/69, 22nd Floor Ocean |
Thailand |
International |
Tower 1, Ratchadapisek Road, |
|
Holding |
Klongtoey, Bangkok, |
|
(Thailand) Limited |
10110, Thailand |
Company |
||
legal name |
Registered office address |
Jurisdiction |
Foseco |
165 Fleet Street, London, |
England |
International |
EC4A 2AE, England |
|
Limited |
||
Foseco Japan |
9th Floor, Orix Kobe Sannomiya |
Japan |
Limited |
Building, 6-1-10, Goko dori, |
|
Chuo-ku, Kobe Hyogo, |
||
651-0087, Japan |
||
Foseco Korea |
74 Jeongju-ro, Bucheon-si, |
Republic of |
Limited |
Gyeonggi-do, 14523, |
Korea |
South Korea |
||
Foseco |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Foseco |
CT Corporation, 1209 Orange |
US |
Metallurgical Inc. |
Street, The Corporation Trust |
(Delaware) |
Company, Wilmington, |
||
DE 19801, United States |
||
Foseco |
Binnenhavenstraat 20, 7553 GJ |
Netherlands |
Nederland BV |
Hengelo (OV), Netherlands |
|
Foseco Overseas |
165 Fleet Street, London, |
England |
Limited EC4A 2AE, England |
||
Foseco Portugal |
Rua Manuel Pinto de Azevedo, |
Portugal |
Produtos Para |
No 626 4100-320 Porto, |
|
Fundiçâo Lda |
Portugal |
|
Foseco S.A.S. |
17 rue Mozart, Batiment A, |
France |
77185 Lognes, France |
||
Foseco |
165 Fleet Street, London, |
England |
Technology |
EC4A 2AE, England |
|
Limited |
||
J.H. France |
CT Corporation, 1209 Orange |
US |
Refractories |
Street, The Corporation Trust |
(Delaware) |
Company |
Company, Wilmington, |
|
DE 19801, United States |
||
Mainsail |
Victoria Place, 5th Floor, |
Bermuda |
Insurance |
31 Victoria Street, Pembroke, |
|
Company Limited |
Hamilton, HM 10, Bermuda |
|
PT Foseco |
Jl Rawa Gelam 2/5, Kawasan |
Indonesia |
Indonesia |
Industri, Pulogadung, Jakarta, |
|
13930, Indonesia |
||
PT Foseco |
Jl Rawa Gelam 2/5, Kawasan |
Indonesia |
Trading Indonesia |
Industri, Pulogadung, Jakarta, |
|
13930, Indonesia |
||
Realisations 789, |
CT Corporation, 1209 Orange |
US (Delaware) |
LLC |
Street, The Corporation Trust |
|
Company, Wilmington, |
||
DE 19801, United States |
Notes to the Group Financial Statements
continued
17.
Investments in Subsidiaries, Joint Ventures and Associates
continued
17.1
Investment in subsidiaries
continued
170
Vesuvius plc
Annual Report and Financial Statements 2025
Company | ||
legal name | Registered office address | Jurisdiction |
SIDERMES Inc. | 175 montée Calixa-Lavallée, | Canada |
Vesuvius Sensors | Verchêres, Québec J0L2R0, | (Ontario) |
and Probes | Canada | |
SIR | Siegener Strasse 152, | Germany |
Feuerfestprodukte | Kreuztal, D-57223, | |
GmbH | Germany | |
SOLED S.A.S. | 68, rue Paul Deudon, | France |
Vesuvius Sensors | 59750 Feignies, France | |
and Probes France | ||
Vesuvius | 170/69, 22nd Floor Ocean | Thailand |
(Thailand) | Tower 1, Ratchadapisek Road, | |
Co., Limited | Klongtoey, Bangkok, | |
10110, Thailand | ||
Vesuvius | Street Urquiza, 919, | Argentina |
(V.E.A.R.) S.A. | Floor 2, Rosario, Provincia | |
de Santa Fé, Argentina | ||
Vesuvius Advanced | Xiaotaizi Village, Ningyuan | China |
Ceramics (Anshan) | Town, Qianshan District, Anshan, | |
Co., Limited | Liaoning Province, 114011, China | |
Vesuvius | 221 Xing Ming Street, | China |
Advanced | China-Singapore Suzhou Ind | |
Ceramics (China) | Park, Suzhou, Jiangsu Province, | |
Co., Limited | 215021, China | |
Vesuvius | 1209 Orange Street, Wilmington, | US (Delaware) |
America, Inc. | DE 19801, United States | |
Vesuvius Australia | 40–46 Gloucester Boulevarde, | Australia |
(Holding) Pty | Port Kembla, NSW, 2505, | |
Limited | Australia | |
Vesuvius Australia | 40–46 Gloucester Boulevarde, | Australia |
Pty Limited | Port Kembla, NSW, 2505, | |
Australia | ||
Vesuvius | Zandvoordestraat 366, | Belgium |
Belgium N.V. | Oostende, B-8400, Belgium | |
Vesuvius | 181 Bay Street, Suite 1800, | Canada |
Canada Inc | Toronto, Ontario, M5J 2T9, | (Ontario) |
Canada | ||
Vesuvius Ceramics | 165 Fleet Street, London, | England |
Limited | EC4A 2AE, England | |
Vesuvius China | 86/F International Commerce | Hong Kong |
Holdings | Centre, 1 Austin Road West, | |
Co. Limited | Kowloon, Hong Kong | |
Vesuvius | 165 Fleet Street, London, | England |
China Limited | EC4A 2AE, England | |
Vesuvius Colombia | Calle 90 No. 13 A 31, Piso 6, | Colombia |
S.A.S. | Bogota City, 110911, Colombia | |
Vesuvius | Via Nassa 17, Lugano, | Switzerland |
Corporation S.A. | CH 6900, Switzerland | |
Vesuvius Crucible | No. 108 Tongsheng Road, | China |
Co., Ltd | Shengpu Town, Suzhou | |
Industrial Park, 215126, China | ||
Vesuvius Crucible | Noltinastr. 29, 37297 | Germany |
GmbH | Berkatal, Germany | |
Vesuvius Crucible, | 1209 Orange Street, Wilmington, | US |
Inc. | DE 19801, United States | (Delaware) |
Vesuvius | ul. Kołowa 8, 30-134 Kraków, | Poland |
CSD Sp z.o.o. | Poland | |
Vesuvius | Warehouse No: 1J-09/3, | United Arab |
Emirates FZE | P O Box 49261, | Emirates |
Hamriyah Free Zone, Sharjah, | ||
United Arab Emirates | ||
Vesuvius | Gelsenkirchener Strasse 10, | Germany |
Europe GmbH | Borken, D-46325, Germany |
Company | ||
legal name | Registered office address | Jurisdiction |
Vesuvius | 17 Rue de Douvrain, Ghlin, | Belgium |
Europe S.A. | 7011, Belgium | |
Vesuvius | 41, Boulevard Marcel Sembat, | France |
Europe S.A.S. | 69200, Venissieux, France | |
Vesuvius Financial | 165 Fleet Street, London, | England |
1 Limited | EC4A 2AE, England | |
Vesuvius | Pajamäentie 8D7, | Finland |
Finland OY | 00360 Helsinki, Finland | |
Vesuvius Foundry | 12 Wei Wen Road, | China |
Products (Suzhou) | China-Singapore Suzhou Ind | |
Co. Limited | Park, Suzhou, Jiangsu Province, | |
215122, China | ||
Vesuvius Foundry | 2 Changchun Road, | China |
Technologies | Economic Development Area, | |
(Jiangsu) Co. | Changshu, Jiangsu, | |
Limited | 215537, China | |
Vesuvius | Rue Paul Deudon 68, Boite | France |
France S.A. | Postale 19, Feignies 59750, | |
France | ||
Vesuvius | Gelsenkirchener Strasse 10, | Germany |
GmbH | Borken, D-46325, Germany | |
Vesuvius | 165 Fleet Street, London, | England |
Group Limited | EC4A 2AE, England | |
Vesuvius | 17 Rue de Douvrain, Ghlin, | Belgium |
Group S.A. | 7011, Belgium | |
Vesuvius Holding | Gelsenkirchener Strasse 10, | Germany |
Deutschland | Borken, D-46325, | |
GmbH | Germany | |
Vesuvius Holding | 68 Rue Paul Deudon, Boite | France |
France S.A.S. | Postale 19, Feignies 59750, | |
France | ||
Vesuvius Holding | Via Mantova 10, | Italy |
Italia – Società a | 20835 Muggio | |
Responsabilità | MB, Italy | |
Limitata | ||
Vesuvius | 165 Fleet Street, London | England |
Holdings Limited | EC4A 2AE, England | |
Vesuvius Ibérica | Capitán Haya, 56 – 1ºH, | Spain |
Refractarios S.A. | 28020 Madrid, Spain | |
Vesuvius | 165 Fleet Street, | England |
Investments | London, EC4A 2AE, | |
Limited | England | |
Vesuvius Istanbul | Gebze OSB2 Mh. 1700., | Turkey |
Refrakter Sanayi | Sok No:1704/1, Cayirova, | |
ve Ticaret AS | Kocaeli, 41420, Turkey | |
Vesuvius IT and | 10th Floor, Unit No. 2, | India |
Shared Services | Fountainhead-Tower 3, B Wing, | |
Private Limited | Phoenix Market City, Viman | |
nagar, Pune, Pune- 411014, | ||
Maharashtra, India | ||
Vesuvius Italia | Via Mantova 10, | Italy |
S.p.A. | 20835 Muggio MB, Italy | |
Vesuvius | 9th Floor, Orix Kobe Sannomiya | Japan |
Japan Inc. | Building 6-1-10, Goko dori, | |
Chou-ku, Kobe Hyogo, | ||
651-0087, Japan | ||
Vesuvius Life Plan | 165 Fleet Street, London, | England |
Trustee Limited | EC4A 2AE, England | |
Vesuvius LLC | 502, 5th floor, 1 Myasicsheva | Russia |
str., Zhukovsky, Moscow region, | ||
140180, Russian Federation |
17.
Investments in Subsidiaries, Joint Ventures and Associates
continued
17.1
Investment in subsidiaries
continued
Strategic report
Governance
Financial statements
171
Company |
||
legal name |
Registered office address |
Jurisdiction |
Vesuvius |
Unit 30-01, Level 30 Tower A, |
Malaysia |
Malaysia |
Vertical Business Suite Avenue 3, |
|
Sdn Bhd |
Bangsar South, No 8 Jalan |
|
Kerinchi, 59200, Kuala Lumpur, |
||
Malaysia |
||
Vesuvius |
165 Fleet Street, London, |
England |
Management |
EC4A 2AE, England |
|
Services Limited |
||
Vesuvius Mexico |
Av. Ruiz Cortinez, Num. 140, |
Mexico |
S.A. de C.V. |
Colonia Jardines de San Rafael, |
|
Guadalupe, Nuevo León, CP |
||
67119, Mexico |
||
Vesuvius |
56, St 15, Apt 103, Maadi, |
Egypt |
Mid-East Limited |
Cairo, 11728, Egypt |
|
Vesuvius Moravia, |
Konska c.p. 740, Trinec, |
Czech Republic |
s.r.o. |
739 61, Czech Republic |
|
Vesuvius Mulheim |
Gelsenkirchener Strasse 10, |
Germany |
GmbH |
Borken, D-46325, Germany |
|
Vesuvius NC, LLC |
Corporation Trust Center, |
US |
1209 Orange Street, |
(Delaware) |
|
Wilmington, New Castle County, |
||
DE 19801, United States |
||
Vesuvius New |
Level 5 Deloitte Centre, |
New Zealand |
Zealand Limited |
1 Queen Street, Auckland, |
|
1010, New Zealand |
||
Vesuvius Overseas |
165 Fleet Street, London, |
England |
Investments |
EC4A 2AE, England |
|
Limited |
||
Vesuvius Overseas |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Vesuvius Pension |
165 Fleet Street, London, |
England |
Plans Trustees |
EC4A 2AE, England |
|
Limited |
||
Vesuvius Peru |
Calle Dean Valdivia 148, piso 11 |
Peru |
S.A.C. |
– oficina 1134, Edificio Platinum |
|
Plaza – San Isidro, Lima, Peru |
||
Vesuvius Poland |
Ul Tyniecka 12, Skawina, |
Poland |
Sp z.o.o. |
32-050, Poland |
|
Vesuvius Process |
41, Boulevard Marcel Sembat, |
France |
Metrix S.A.S. |
69200, Venissieux, France |
|
Vesuvius Ras Al |
Street No. F14, RAK Investment |
United Arab |
Khaimah FZ-LLC |
Authority Free Zone, Al Hamra, |
Emirates |
Ras Al Khaimah, PO Box 86408, |
||
United Arab Emirates |
||
Vesuvius |
Street San Martin 870, |
Chile |
Refractarios de |
Room 308, Tower B, |
|
Chile S.A. |
Concepcion, Chile |
|
Vesuvius |
Galati, Marea Unire avenue 107, |
Romania |
Refractories S.r.l. |
Galati county, 800329, Romania |
|
Vesuvius |
Room No. 9, 3rd Floor, 7 Ganesh |
India |
Refractory India |
Chandra Avenue, Kolkata, |
|
Private Limited |
WB 700013, India |
Company |
||
legal name |
Registered office address |
Jurisdiction |
Vesuvius |
Avenida Brasil 49550, Distrito |
Brazil |
Refratários |
Industrial de Palmares, Campo |
|
Ltda |
Grande, Rio de Janeiro, 23065- |
|
480, Brazil |
||
Vesuvius |
4, Forradsgatan, Amal, |
Sweden |
Scandinavia AB |
S-662 34, Sweden |
|
Vesuvius Sensors |
10 Via Mantova, Muggio, |
Italy |
& Probes Europe |
Monza e Brianza, |
|
S.p.A. |
20835, Italy |
|
Vesuvius Services |
Calle Dean Valdivia 148, piso 11 |
Peru |
Peru S.A.C. |
– oficina 1134, Edificio Platinum |
|
Plaza – San Isidro, Lima, Peru |
||
Vesuvius South |
Pebble Lane, Private Bag X2, |
South Africa |
Africa (Pty) Limited Olifantsfontein, Gauteng |
||
Province, 1665, South Africa |
||
Vesuvius |
ul. Kołowa 8, 30-134 |
Poland |
Sp z.o.o. |
Kraków, Poland |
|
Vesuvius SSC |
ul. Kołowa 8, 30-134 |
Poland |
Sp z.o.o. |
Kraków, Poland |
|
Vesuvius UK |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Vesuvius Ukraine |
27, Udarnykiv Street, City of |
Ukraine |
LLC |
Dnipropetrovsk, 49000, Ukraine |
|
Vesuvius USA |
CT Corporation, 208 South |
US (Illinois) |
Corporation |
LaSalle Street, Chicago, Cook |
|
County, IL 60604, United States |
||
Vesuvius VA |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Vesuvius Vietnam |
7th Floor, Peakview Tower |
Vietnam |
Company Limited |
Building, 36 Hoang Cau Street, |
|
O Cho Dua Ward, Hanoi City, |
||
Vietnam |
||
Vesuvius Zyarock |
1/F, building 3, No. 12, Weiwen |
China |
Ceramics (Suzhou) |
Road China-Singapore Suzhou |
|
Co., Limited |
Ind Park, Suzhou, Jiangsu |
|
Province, 215122, China |
||
Vesuvius-Premier |
165 Fleet Street, London, |
England |
Refractories |
EC4A 2AE, England |
|
(Holdings) |
||
Limited |
||
Vesuvius-SERT |
41, Boulevard Marcel Sembat, |
France |
S.A.S. |
69200, Venissieux, France |
|
Wilkes-Lucas |
165 Fleet Street, London, |
England |
Limited |
EC4A 2AE, England |
|
Yingkou Bayuquan Cui Tun Village, Hai Dong Office, China |
||
Refractories Co., |
Bayuquan District, Liaoning |
|
Limited |
Province, YingKou, 115007, |
|
China |
||
Yingkou YingWei |
50 Wanghai New District, |
China |
Magnesium |
Bayuquan District, Yinkou City, |
|
Co., Ltd |
Liaoning Province, 115007, China |
The following subsidiary companies have branches registered in the named countries: Foseco (Jersey) Limited in England,
Notes to the Group Financial Statements
continued
17.
Investments in Subsidiaries, Joint Ventures and Associates
continued
172
Vesuvius plc
Annual Report and Financial Statements 2025
Investment in joint ventures and associates
The Group’s investments in its associates and joint ventures are accounted for using the equity method from the date significant
influence/joint control is deemed to arise until the date on which significant influence/joint control ceases to exist or when the
interest becomes classified as an asset held for sale. The Group Income Statement reflects the Group’s share of profit after tax
of the related associates and joint ventures. Investments in associates and joint ventures are carried in the Group Balance Sheet
2025 |
2024 |
|
£m |
£m |
|
As at 1 January |
11.0 |
11.3 |
Share of post-tax profit of joint ventures and associates |
1.0 |
1.1 |
Dividends received from joint ventures and associates |
(0.9) |
(0.7) |
Disposals |
– |
(0.5) |
Foreign exchange |
(0.3) |
(0.2) |
As at 31 December |
10.8 |
11.0 |
The investment in joint ventures and associates includes £10.8m (2024: £11.0m) in respect of joint ventures and £nil (2024: £nil)
in respect of associates. Dividends received from joint ventures consists of £0.1m (2024: £0.1m) from Wuhan Wugang-Vesuvius
Advanced CCR Co., Limited and £0.8m (2024: £0.6m) from Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited.
Joint ventures
Set out below is the summarised financial information in respect of joint ventures.
2025 |
2024 |
|
£m |
£m |
|
Revenue |
41.0 |
44.8 |
Depreciation |
(0.9) |
(1.2) |
Trading profit |
2.7 |
2.9 |
Net finance costs |
– |
– |
Profit before tax |
2.7 |
2.9 |
Income tax expense |
(0.7) |
(0.7) |
Profit after tax |
2.0 |
2.2 |
Non-current assets |
6.7 |
7.5 |
Current assets |
21.2 |
21.7 |
Non-current liabilities |
– |
– |
Current liabilities |
(6.3) |
(7.2) |
Net assets |
21.6 |
22.0 |
17.
Investments in Subsidiaries, Joint Ventures and Associates
continued
17.2
Investment in joint ventures and associates
continued
Strategic report
Governance
Financial statements
173
Set out below is the summarised financial information for Wuhan Wugang-Vesuvius Advanced Ceramics Co., Limited, a joint
venture that has transactions and balances which are material to the Group.
2025 |
2024 |
|
£m |
£m |
|
Revenue |
35.5 |
39.4 |
Depreciation |
(1.1) |
(1.1) |
Trading profit |
2.2 |
2.4 |
Net finance costs |
– |
– |
Profit before tax |
2.2 |
2.4 |
Income tax expense |
(0.6) |
(0.6) |
Profit after tax |
1.6 |
1.8 |
Non-current assets |
6.2 |
6.8 |
Current assets 1 |
13.8 |
14.4 |
Non-current liabilities |
– |
(0.1) |
Current liabilities |
(4.9) |
(5.9) |
Net assets |
15.1 |
15.2 |
1.
Included in current assets are cash and cash equivalents of £1.8m (2024: £2.5m).
The purpose of the Chinese joint venture companies is to research, develop, manufacture and sell refractory products. The role of
Vesuvius is to provide technical personnel, training and access to the Group’s international sales network.
2025 |
2024 |
|||
Name of entity |
Registered address |
Jurisdiction |
% ownership |
% ownership |
Wuhan Wugang-Vesuvius |
Gongnong Village Qingshan District, Wuhan, |
China |
50 |
50 |
Advanced CCR Co., Limited |
Hubei Province, 430082, China |
|||
Wuhan Wugang-Vesuvius |
Gongnong Village Qingshan District, Wuhan, |
China |
50 |
50 |
Advanced Ceramics Co., |
Hubei Province, 430082, China |
|||
Limited |
Associates
2025 |
2024 |
|||
Name of entity |
Registered address |
Jurisdiction |
% ownership |
% ownership |
Newshelf 480 |
144 Oxford Road, Rosebank, Melrose, |
South Africa |
45 |
45 |
Proprietary Limited |
Johannesburg, 2196, South Africa |
Notes to the Group Financial Statements
continued
17.
Investments in Subsidiaries, Joint Ventures and Associates
continued
174
Vesuvius plc
Annual Report and Financial Statements 2025
Non-controlling interests
Non-controlling interests represent the portion of the equity of a subsidiary not attributable either directly or indirectly to the
Parent Company and are presented separately in the Group Income Statement and within equity in the Group Balance Sheet,
The total profit attributable to non-controlling interests for the year ended 31 December 2025 is £12.6m (2024: £13.1m) of which
£10.3m relates to Vesuvius India Limited (2024: £11.1m). The profit attributable to non-controlling interests in respect of the Group’s
other subsidiaries is not considered to be material.
2025 |
2024 |
||||
Name of entity |
Registered address |
Jurisdiction |
Shares |
% ownership |
% ownership |
Vesuvius India Limited |
P-104 Taratala Road, Kolkata, |
India |
Ordinary |
55.57 |
55.57 |
700 088, India |
|||||
Foseco India Limited |
922/923, Gat, Sanaswadi, Taluka, |
India |
Equity |
63.54 |
74.98 |
Shirur, Pune, 412208, India |
|||||
Morganite Crucible (India) |
B-11, M.I.D.C. Industrial Area, Waluj, |
India |
Equity |
75 |
– |
Limited |
Chh. Sambhaji Nagar |
||||
(Aurangabad), 431 136, |
|||||
Maharashtra, India |
|||||
Foseco Golden Gate |
6 Kung Yeh 2nd Road, Ping Tung |
Taiwan |
Ordinary |
51 |
51 |
Company Limited |
Dist, Ping Tung, 90049, Taiwan |
||||
Foseco (Thailand) Limited |
170/69, 22nd Floor Ocean Tower 1, |
Thailand |
Group A |
100 |
100 |
Ratchadapisek Road, Klongtoey, |
Group B |
49 |
49 |
||
Bangkok, 10110, Thailand |
|||||
Vesuvius Ceska |
Prumyslová 726, Konská, Trinec, |
Czech |
Ordinary |
60 |
60 |
Republika, a.s. |
739 61, Czech Republic |
Republic |
|||
Vesuvius PiroMET Refrakter |
Çerkeşli OSB Mah. İmes 2 Cad. No. 3, |
Turkey |
Ordinary |
61.65 |
– |
Sanayi ve Ticaret Anonim |
Dilovası, Kocaeli, Turkey |
||||
Şirketi |
As with Vesuvius plc, all of the above companies have a 31 December year-end with the exception of Morganite Crucible (India)
Limited which has a 31 March year-end. The summarised financial information for Vesuvius India Limited is presented below:
2025 |
2024 |
|
£m |
£m |
|
Summarised balance sheet |
||
Current assets |
119.7 |
111.2 |
Current liabilities |
(36.0) |
(35.0) |
Current net assets |
83.7 |
76.2 |
Non-current assets |
58.2 |
62.2 |
Non-current liabilities |
(3.8) |
(4.1) |
Non-current net assets |
54.4 |
58.1 |
Net assets |
138.1 |
134.3 |
Accumulated non-controlling interests |
(61.8) |
(60.0) |
Summarised statement of comprehensive income |
||
Revenue * |
207.3 |
197.2 |
Profit after tax |
23.2 |
25.0 |
Profit allocated to non-controlling interests |
10.3 |
11.1 |
Dividends paid to non-controlling interests |
(1.1) |
(1.1) |
Summarised cash flows |
||
Cash flows from operating activities * |
16.6 |
27.0 |
Cash flows from investing activities * |
(6.6) |
(22.2) |
Cash flows from financing activities * |
(1.2) |
(3.2) |
Net increase in cash and cash equivalents |
8.8 |
1.6 |
*
The 2024 comparatives for revenue, cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities have been
Strategic report
Governance
Financial statements
175
Trade and Other Receivables
18.1
Analysis of trade and other receivables (current)
| 2025 |
2024 |
|||||||
ECL |
ECL |
ECL |
ECL |
|||||
Gross |
provision |
Net |
provision |
Gross |
provision |
Net |
provision |
|
£m |
£m |
£m |
coverage 1 |
£m |
£m |
£m |
coverage 1 |
|
Trade receivables |
||||||||
– current |
305.4 |
(0.1) |
305.3 |
0.0% |
287.2 |
(0.3) |
286.9 |
0.1% |
– 1 to 30 days past due |
37.0 |
(0.1) |
36.9 |
0.3% |
35.6 |
(0.2) |
35.4 |
0.6% |
– 31 to 60 days past due |
7.8 |
(0.1) |
7.7 |
1.3% |
9.9 |
(0.2) |
9.7 |
2.0% |
– 61 to 90 days past due |
3.6 |
(0.2) |
3.4 |
5.6% |
3.3 |
(0.2) |
3.1 |
6.1% |
– over 90 days past due |
28.7 |
(20.8) |
7.9 |
72.5% |
27.8 |
(21.2) |
6.6 |
76.3% |
Trade receivables |
382.5 |
(21.3) |
361.2 |
363.8 |
(22.1) |
341.7 |
||
Other receivables |
62.2 |
66.6 |
||||||
Prepayments |
27.6 |
30.6 |
||||||
Total trade and other receivables |
451.0 |
438.9 |
||||||
1.
ECL (Note 25.1 (c) (ii)) provision coverage is expected credit loss provision divided by gross trade receivables.
There is no significant difference between the fair value of the Group’s trade and other receivables balances and the amount at
which they are reported in the Group Balance Sheet.
Details relating to the impairment of trade receivables are disclosed in Note 25.
Included within other receivables are banker’s drafts of £16.3m (2024: £24.9m). The majority of these notes relate to customers in
China and have typical maturities of six months from the issuing date. The full amount of revenue is recognised from the customer
when performance obligations are satisfied in accordance with IFRS 15. Other receivables also include VAT receivables of
£35.6m (2024: £31.0m) and insurance reimbursements (see Note 30.2) of £2.0m (2024: £1.9m).
18.2
Other receivables (non-current)
Non-current other receivables of £26.6m (2024: £26.7m) include insurance reimbursements (see Note 30.1) of £22.6m
(2024: £21.1m) and prepaid taxes of £1.2m (2024: £1.9m).
The Group applies the expected credit loss model under IFRS 9 to these other receivables. The expected credit loss for other
receivables is immaterial.
19.1
Analysis of inventories
2025 |
2024 |
|
£m |
£m |
|
Raw materials |
92.3 |
93.4 |
Work in progress |
22.8 |
23.5 |
Semi-finished goods |
21.3 |
23.3 |
Finished goods |
150.9 |
155.2 |
Total inventories |
287.3 |
295.4 |
The cost of materials recognised as an expense and included in manufacturing costs in the Group Income Statement during the
year was £825.5m (2024: £807.9m).
The net inventories of £287.8m (2024: £295.4m) include a provision for obsolete stock of £15.1m (2024: £16.7m). There were
inventory write-downs of £1.0m (2024: write-downs of £1.3m). There were also inventory asset impairments of £1.6m (2024: £nil)
Notes to the Group Financial Statements
continued
176
Vesuvius plc
Annual Report and Financial Statements 2025
PiroMET
On 28 February 2025, the Group acquired a 61.65% stake in PiroMET AS, a Turkish refractory business, for £21.9m. The acquisition
will strengthen the Group’s Advanced Refractory business in the fast-growing region of EEMEA and will also allow the Group to
leverage PiroMET’s expertise in robotics and gunning worldwide.
Fair values of the assets and liabilities recognised as a result of the acquisition are as follows:
£m |
|
Cash and short term deposits |
1.7 |
Property, plant and equipment |
14.3 |
Intangible assets (customer relationships and non-compete agreements) |
7.6 |
Inventories |
3.2 |
Trade and other receivables |
4.2 |
Trade and other payables |
(6.9) |
Income tax payable |
(2.7) |
Deferred tax liabilities |
(4.1) |
Net identifiable assets acquired |
17.3 |
Goodwill |
11.2 |
Less: non-controlling interest |
(6.6) |
Consideration |
21.9 |
The goodwill is attributable to PiroMET’s reputation in the marketplace and the synergies that Vesuvius expects to gain from
integrating its robotics and gunning into the Advanced Refractories cash generating unit.
Identifiable intangible assets acquired are customer relationships of £7.1m and non-compete arrangements with former Directors
of £0.5m and are expected to be tax deductible.
In the period since acquisition, this business has contributed £14.9m to revenue and £1.2m to operating profit.
The net cash outflow on acquisition was £20.2m, being cash consideration of £21.9m less cash and cash equivalents acquired of
£1.7m.
Molten Metal Systems (MMS)
On 12 November 2025 the Group acquired the Molten Metal Systems (MMS) business from Morgan Advanced Materials Plc
(Morgan) for £75.2m. This brings industry-leading technology in crucibles to our Foundry business, accelerating our exposure to
the faster-growing non-ferrous market, together with increased exposure to the fast-growing Indian market. A 75.0% stake of the
MMS business in India was acquired through the issue of 1,150,800 shares in Foseco India Limited (FIL) to the previous
shareholders of Morganite Crucible (India) Limited (MCIL) with a total value of £54.7m.
100% of the MMS businesses in Germany, China and the United States (Rest of World, ROW) were acquired for cash
consideration of £20.5m.
20. Acquisitions
continued
Strategic report
Governance
Financial statements
177
Provisional fair values of the assets and liabilities recognised as a result of the acquisition are as follows:
£m |
|
Cash and short-term deposits |
3.2 |
Property, plant and equipment |
30.2 |
Intangible assets (customer relationships and brands) |
14.7 |
Inventories |
5.1 |
Trade and other receivables |
7.5 |
Income tax receivable |
0.5 |
Trade and other payables |
(7.6) |
Interest-bearing borrowings |
(0.7) |
Deferred tax liabilities |
(5.4) |
Net identifiable assets acquired |
47.5 |
Goodwill |
34.7 |
Less: non-controlling interest |
(7.0) |
Consideration |
75.2 |
The goodwill is attributable to MMS’s reputation in the marketplace and the synergies that Vesuvius expects to gain from
integrating its non-ferrous operations into the Foundry cash generating unit.
Identifiable intangible assets acquired are customer relationships of £10.2m and brands of £4.5m and are expected to be
tax deductible.
The fair value accounting of this acquisition is provisional pending final determination of the fair value of the assets and liabilities
acquired, as valuations have not yet been finalised. Any adjustments to the fair values recognised will be made within 12 months of
the acquisition date.
In the period since acquisition, MMS has contributed £7.6m to revenue and £1.9m to operating profit.
The net cash outflow on acquisition was £17.3m, being cash consideration of £20.5m less cash and cash equivalents acquired of £3.2m.
If the acquisitions had occurred on 1 January, consolidated pro-forma revenue and trading profit for the year ended 31 December
2025 would have been £1,849.3m and £158.2m respectively.
Pursuant to the Mandatory Tender Offer, which was completed on 13 January 2026, FIL acquired 99,081 additional shares in
MCIL for £1.2m, representing 1.77% of the issued share capital. FIL is required to sell sufficient shares to reduce its holding in MCIL
below 75% by 23 January 2027. At 31 December 2025 the Group elected not to recognise a liability for this additional share
purchase.
Other acquisitions
A further immaterial acquisition was made in 2025, for cash consideration of £1.4m. The consideration represented £0.8m
intangible assets (customer relationships), £0.3m property, plant and equipment and £0.3m goodwill.
Non-controlling interests
The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis.
For the non-controlling interests in PiroMET AS and Molten Metal Systems, the Group elected to recognise the non-controlling
interests at their proportionate share of the acquired net identifiable assets.
During the year £13.9m has been recognised in respect of the non-controlling interests share of the identifiable net assets acquired.
Notes to the Group Financial Statements
continued
178
Vesuvius plc
Annual Report and Financial Statements 2025
Issued Share Capital
21.1
Analysis of issued share capital
2025 |
2024 |
|||
Nominal |
Nominal |
|||
Number |
value |
Number |
value |
|
Allotted, issued and fully paid ordinary shares of 10p each |
m |
£m |
m |
£m |
As at 1 January |
264.5 |
26.4 |
277.9 |
27.7 |
Share buyback |
(9.1) |
(0.9) |
(13.4) |
(1.3) |
As at 31 December |
255.4 |
25.5 |
264.5 |
26.4 |
22. Retained Earnings
Other |
|||||
Reserve |
Share |
retained |
Total |
||
for own |
option |
earnings |
retained |
||
shares |
reserve |
restated |
earnings |
||
Note |
£m |
£m |
£m |
£m |
|
As at 31 December 2023 and 1 January 2024 |
(38.1) |
12.1 |
2,717.2 |
2,691.2 |
|
Profit for the year |
– |
– |
87.2 |
87.2 |
|
Remeasurement of defined benefit liabilities/assets |
– |
– |
3.6 |
3.6 |
|
Share-based payments |
– |
6.2 |
– |
6.2 |
|
Release of share option reserve on exercised |
|||||
and lapsed options |
6.7 |
(6.7) |
– |
– |
|
Income tax on items recognised in other |
|||||
comprehensive income |
– |
– |
(0.8) |
(0.8) |
|
Purchase of ESOP shares |
(17.1) |
– |
– |
(17.1) |
|
Share buyback |
– |
– |
(63.5) |
(63.5) |
|
Dividends paid |
24 |
– |
– |
(61.1) |
(61.1) |
As at 31 December 2024 and 1 January 2025 |
(48.5) |
11.6 |
2,682.6 |
2,645.7 |
|
Profit for the year |
– |
– |
52.2 |
52.2 |
|
Remeasurement of defined benefit liabilities/assets |
– |
– |
4.4 |
4.4 |
|
Share-based payments |
– |
3.0 |
– |
3.0 |
|
Release of share option reserve on exercised |
|||||
and lapsed options |
9.0 |
(9.0) |
– |
– |
|
Income tax on items recognised in other |
|||||
comprehensive income |
– |
– |
(2.2) |
(2.2) |
|
Share buyback |
– |
– |
(34.8) |
(34.8) |
|
Dividends paid |
24 |
– |
– |
(57.9) |
(57.9) |
As at 31 December 2025 |
(39.5) |
5.6 |
2,644.3 |
2,610.4 |
Strategic report
Governance
Financial statements
179
Capital |
Cash flow |
||||
Other |
redemption |
hedge |
Translation |
Total other |
|
reserves |
reserve |
reserve |
reserve |
reserves |
|
£m |
£m |
£m |
£m |
£m |
|
As at 31 December 2023 and 1 January 2024 |
(1,499.3) |
– |
(0.6) |
35.3 |
(1,464.6) |
Exchange differences on translation of the net assets |
|||||
of foreign operations |
– |
– |
– |
(47.8) |
(47.8) |
Exchange differences on translation of net investment hedges |
– |
– |
– |
7.1 |
7.1 |
Net change in costs of hedging |
– |
– |
(0.1) |
– |
(0.1) |
Change in the fair value of the hedging instrument |
– |
– |
1.5 |
– |
1.5 |
Amounts reclassified from net finance costs |
– |
– |
(1.2) |
– |
(1.2) |
Share buyback |
– |
1.4 |
– |
– |
1.4 |
As at 31 December 2024 and 1 January 2025 |
(1,499.3) |
1.4 |
(0.4) |
(5.4) |
(1,503.7) |
Exchange differences on translation of the net assets |
|||||
of foreign operations |
– |
– |
– |
(33.4) |
(33.4) |
Exchange differences on translation of net investment hedges |
– |
– |
– |
(7.6) |
(7.6) |
Net change in costs of hedging |
– |
– |
0.5 |
– |
0.5 |
Change in the fair value of the hedging instrument |
– |
– |
(1.3) |
– |
(1.3) |
Amounts reclassified from Net finance costs |
– |
– |
1.1 |
– |
1.1 |
Issue of shares to non-controlling interest |
31.8 |
– |
– |
– |
31.8 |
Share buyback |
– |
0.9 |
– |
– |
0.9 |
As at 31 December 2025 |
(1,467.5) |
2.3 |
(0.1) |
(46.4) |
(1,511.7) |
Within other reserves as at 31 December 2025 is £1,499.0m (2024: £1,499.0m) arising from the demerger of Cookson Group plc.
Of the closing balance in the translation reserve, a £7.4m debit (2024: £11.9m debit) relates to net investment hedging
arrangements put in place on or after 1 January 2018 but discontinued as at the date of the Balance Sheet. The full closing
balance in the cash flow hedge reserve relates to continuing hedges.
The cash flow hedge reserve balance includes the cost of hedging of £0.1m debit (2024: £0.6m debit).
The issue of 1,150,800 shares in Foseco India Limited (FIL) valued at INR 5,544 per share to the previous shareholders of Morganite
Crucible (India) Limited (MCIL) resulted in a £31.8m increase in other reserves. This reflects the difference between the fair value of
Notes to the Group Financial Statements
continued
180
Vesuvius plc
Annual Report and Financial Statements 2025
Dividends paid to Equity Shareholders
2025 | 2024 | |
£m | £m | |
Amounts recognised as dividends and paid to equity shareholders during the year | ||
Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share | – | 42.7 |
Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share | – | 18.4 |
Final dividend for the year ended 31 December 2024 of 16.40p per ordinary share | 40.4 | – |
Interim dividend for the year ended 31 December 2025 of 7.10p per ordinary share | 17.5 | – |
57.9 | 61.1 |
In addition to the above dividends, since year-end the Directors have recommended the payment of a final dividend of 16.5 pence
(2024: 16.40 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83).
This is subject to approval by shareholders at the Company’s Annual General Meeting on 28 May 2026. If approved, the dividend is
expected to be paid on 6 July 2026 to holders of ordinary shares on the register on 29 May 2026. The ordinary shares will be
quoted ex-dividend on 28 May 2026. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to
Financial Risk Management
25.1
Financial risk factors
managing the financial risks faced by the Group. The Group’s activities expose it to a variety of financial risks, the most significant
of which are market risk and liquidity risk.
The following table summarises Vesuvius’ financial instruments measured at fair value and shows the level within the fair value
hierarchy in which the financial instruments have been classified.
2025 | 2024 | |||
Assets | Liabilities | Assets | Liabilities | |
£m | £m | £m | £m | |
Investments (Level 2) | – | – | 0.2 | – |
Derivatives not designated for hedge accounting purposes (Level 2) | 0.1 | (0.2) | 0.1 | (0.1) |
Derivatives designated for hedge accounting purposes (Level 2) | – | (1.0) | 4.6 | – |
The Group uses derivatives in the form of forward foreign currency contracts to manage the effects of its exposure to foreign
exchange risk on trade receivables, trade payables and cash. Derivatives are only used for economic hedging purposes and not
as speculative investments.
In 2020, the Group executed a US$86m cross-currency interest rate swap (CCIRS). The effect of this was to convert the $86m
Private Placement Notes issued in 2020 into €76.6m. US dollar cash flows under the CCIRS exactly mirror those of the Private
Placement Notes and the maturity date of the CCIRS matches the repayment date of the Notes. The CCIRS would by default be
revalued through the Income Statement; however, as it is in a designated hedging relationship, it is revalued through other
comprehensive income. The US dollar exposure is designated as a cash flow hedge of the Private Placement Notes and the euro
exposure is designated as a net investment hedge of the Group’s foreign operations. The CCIRS is presented as a non-current
asset or liability as it is expected to be settled more than 12 months after the end of the reporting period.
$60m of the Group’s $86m CCIRS matured in June 2025. The remaining $26m is scheduled to mature in June 2027. Upon maturity
of the $60m CCIRS and the corresponding $60m of US Private Placement Loan Notes, amounts previously recognised in the cash
flow hedge reserve were reclassified to the Income Statement. The reclassification had a net impact on the Income Statement of
nil, as the CCIRS cash flows perfectly offset those of the US Private Placement Loan Notes.
With the exception of the CCIRS, the fair value of derivatives outstanding at the year-end has been booked through the Income
Statement in 2025. All of the fair values shown in the table above are classified under IFRS 13 as Level 2 measurements which have
been calculated using quoted prices from active markets, where similar contracts are traded and the quotes reflect actual
transactions in similar instruments. All the derivative assets and liabilities not designated for hedge accounting purposes reported
above will mature in 2026.
Derivative financial instruments are subject to International Swaps and Derivatives Association (ISDA) agreements. Derivatives
designated for hedge accounting purposes are presented net £(1.0)m (2024: £4.6m), of which £0.5m are gross assets and £(1.5)m
25.
Financial Risk Management
continued
25.1
Financial risk factors
continued
Strategic report
Governance
Financial statements
181
Market risk is the risk that either the fair values or the cash flows of the Group’s financial instruments may fluctuate because
of changes in market prices. The Group is principally exposed to market risk through fluctuations in exchange rates and
interest rates.
Currency risk
The Group Income Statement is exposed to currency risk on monetary items that are denominated in currencies other than the
functional currency of the companies in which they are held. The currency profile of these financial assets and financial liabilities
is shown in the table below.
| 2025 |
2024 |
|||||
Euro |
US dollar |
Other |
Euro |
US dollar |
Other |
|
£m |
£m |
£m |
£m |
£m |
£m |
|
Trade and other receivables |
54.0 |
58.6 |
19.3 |
40.3 |
31.3 |
2.6 |
Cash at bank |
15.0 |
8.2 |
1.3 |
15.9 |
8.3 |
1.9 |
Trade and other payables |
(55.2) |
(53.6) |
(22.9) |
(33.6) |
(40.4) |
(7.9) |
Private Placement Notes |
(159.5) |
(41.6) |
– |
(163.9) |
(92.7) |
– |
Bank loans and overdrafts |
(246.1) |
(0.1) |
(7.2) |
(83.5) |
(92.7) |
– |
Lease liabilities |
(1.3) |
(0.8) |
(1.7) |
(0.2) |
– |
(1.5) |
Cross-currency interest rate swaps |
(20.2) |
19.3 |
– |
(63.4) |
68.7 |
– |
Foreign currency forward contracts |
||||||
– Buy foreign currency |
1.0 |
2.0 |
– |
1.3 |
1.2 |
– |
– Sell foreign currency |
(21.3) |
(18.0) |
– |
(23.2) |
(16.0) |
– |
(433.6) |
(26.0) |
(11.2) |
(310.3) |
(132.3) |
(4.9) |
|
The Group has £(1.6)m (2024: £nil) of exchange differences recognised in the Income Statement of which £(0.2)m arose on the
revaluation of derivatives (2024: £(0.4)m).
The tables below show the net unhedged monetary assets and liabilities of Group companies that are not denominated in their
functional currency and which could give rise to exchange gains and losses in the Group Income Statement.
| Net unhedged monetary (liabilities)/assets |
||||
Euro |
US dollar |
Other |
Total |
|
£m |
£m |
£m |
£m |
|
Functional currency |
||||
Sterling |
(426.8) |
(21.5) |
4.2 |
(444.1) |
Other |
(6.9) |
(4.5) |
(7.3) |
(18.7) |
As at 31 December 2025 |
(433.7) |
(26.0) |
(3.1) |
(462.8) |
| Net unhedged monetary (liabilities)/assets |
||||
Euro |
US dollar |
Other |
Total |
|
£m |
£m |
£m |
£m |
|
Functional currency |
||||
Sterling |
(315.5) |
(115.6) |
1.0 |
(430.1) |
Other |
4.9 |
(16.0) |
(5.7) |
(16.8) |
As at 31 December 2024 |
(310.6) |
(131.6) |
(4.7) |
(446.9) |
As at 31 December 2025, €465.0m, $30.0m and ¥3,598.9m (2024: €298.0m, $146.0m and ¥nil) of borrowings were designated
as hedges of net investments in €465.0m, $30.0m and ¥3,598.9m (2024: €298.0m, $146.0m and ¥nil) worth of foreign operations.
In addition, the €23.2m (2024: €76.6m) CCIRS liability has been designated as a net investment hedge of a further €23.2m
(2024: €76.6m) worth of foreign operations.
As the value of the borrowings and the CCIRS liability exactly matches the designated hedged portion of the net investments, the
relevant hedge ratio is 1:1. The net investment hedges are therefore highly effective. It is noted that hedge ineffectiveness would
arise in the event there were insufficient euro-denominated foreign operations to be matched against the €23.2m CCIRS liability.
The total retranslation impact of the borrowings and CCIRS designated as net investment hedges was a loss of £7.6m
(2024: a gain of £7.1m).
Notes to the Group Financial Statements
continued
25.
Financial Risk Management
continued
25.1
Financial risk factors
continued
182
Vesuvius plc
Annual Report and Financial Statements 2025
The $26.0m CCIRS asset has been designated as a cash flow hedge of the $26.0m US Private Placement (USPP) Notes issued in
2020. As all principal and interest cash flows under the CCIRS exactly mirror those under the USPP Notes, the cash flow hedge is
highly effective. It is noted that hedge ineffectiveness would arise in the event of a change in the contractual terms of either the
USPP Notes or the CCIRS.
Hedge effectiveness is determined at inception of the hedge relationship and through periodic effectiveness assessments, to
ensure that an economic relationship exists between the hedged item and hedging instrument.
Interest rate risk
The Group’s interest rate risk principally arises in relation to its borrowings. Where borrowings are held at floating rates of interest,
fluctuations in interest rates expose the Group to variability in the cash flows associated with its interest payments, and where
borrowings are held at fixed rates of interest, fluctuations in interest rates expose the Group to changes in the fair value of its
borrowings. The Group’s policy is to maintain an appropriate mix of fixed and floating rate borrowings based on the Vesuvius
trading environment, market conditions and other economic factors.
As at 31 December 2025, the Group had $56.0m, €183.0m and £28.0m (£229.1m in total) of USPP Notes outstanding
(2024: $116.0m, €198.0m and £28.0m (£284.6m in total)), which carry a fixed rate of interest, representing 38% (2024: 60%)
of the Group’s total borrowings outstanding at that date. The interest rate profile of the Group’s borrowings is detailed in the
tables below.
Financial liabilities (net borrowings) |
|||
Fixed |
Floating |
||
rate |
rate |
Total |
|
£m |
£m |
£m |
|
Sterling |
28.0 |
74.1 |
102.1 |
US dollar |
41.6 |
0.3 |
41.9 |
Euro |
159.5 |
246.0 |
405.5 |
Renminbi |
– |
47.2 |
47.2 |
Other |
– |
9.8 |
9.8 |
Capitalised arrangement fees |
(0.3) |
(2.5) |
(2.8) |
As at 31 December 2025 |
228.8 |
374.9 |
603.7 |
Financial liabilities (net borrowings) |
|||
Fixed |
Floating |
||
rate |
rate |
Total |
|
£m |
£m |
£m |
|
Sterling |
28.0 |
11.7 |
39.7 |
US dollar |
92.7 |
92.8 |
185.5 |
Euro |
163.9 |
82.8 |
246.7 |
Other |
– |
2.9 |
2.9 |
Capitalised arrangement fees |
(0.4) |
(0.4) |
(0.8) |
As at 31 December 2024 |
284.2 |
189.8 |
474.0 |
Information in respect of the currency risk management of $26.0m of US dollar-denominated fixed rate financial liabilities is
provided above in Note 25.1(a).
The floating rate financial liabilities shown in the tables above bear interest at a market convention reference rate appropriate to
each currency plus a margin. The fixed rate gross financial liabilities of £229.1m (2024: £284.6m) have a weighted average interest
rate of 2.7% (2024: 3.1%) and a weighted average period for which the rate is fixed of 3.3 years (2024: 3.5 years).
The financial assets attract floating rate interest.
Based upon the interest rate profile of the Group’s financial liabilities shown in the tables above, a 1% increase in market interest
rates would increase the finance costs charged in the Group Income Statement and the interest paid in the Group Statement of
Cash Flows by £3.8m (2024: £1.9m), and a 1% reduction in market interest rates would decrease the finance costs charged in the
25.
Financial Risk Management
continued
25.1
Financial risk factors
continued
Strategic report
Governance
Financial statements
183
Credit risk arises from cash and cash equivalents, derivative financial assets and deposits with banks and financial institutions,
as well as credit exposures to customers, including outstanding receivables and other receivables.
(i) Risk management
For banks and financial institutions, apart from certain limited circumstances, Group policy is that only independently rated
entities with a minimum rating of ‘A-’ are accepted as counterparties. In addition, the Group’s operating companies have policies
and procedures in place to assess the creditworthiness of the customers with whom they do business.
The Group subjects trade receivables from sales of inventory and from the provision of services to the expected credit loss model.
Whilst cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss
was immaterial.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss
allowance for all trade receivables and contract assets. The historical loss rates are adjusted to reflect current and forward-
looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has
identified the current state of the economy (such as market interest rates or growth rates) and particular industry issues in the
countries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates
based on expected changes in these factors.
Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in
making a contractual payment. Where objective evidence exists that a trade receivable balance may be impaired, provision is
made for the difference between its carrying amount and the present value of the estimated cash that will be recovered.
Evidence of impairment may include such factors as a change in credit risk profile of the customer, the customer being in default
on a contract, or the customer entering bankruptcy or financial reorganisation proceedings. All significant balances are reviewed
individually for evidence of impairment.
Trade receivables and contract assets are written off when there is no reasonable expectation of recovery.
Where recoveries are made, these are recognised within the Income Statement.
The closing expected credit loss allowance for trade receivables reconciles to the opening loss allowances as follows:
2025 |
2024 |
|
£m |
£m |
|
As at 1 January |
22.1 |
26.6 |
Decrease in expected credit loss allowance recognised in the Income Statement during the year |
(0.8) |
(2.9) |
Receivables written off during the year as uncollectable |
(0.4) |
(1.1) |
Exchange adjustments |
0.4 |
(0.5) |
As at 31 December |
21.3 |
22.1 |
The credit for the year shown in the table above is recorded within administration, selling and distribution costs in the Group
Income Statement.
Historical experience has shown that the Group’s trade receivable provisions are maintained at levels that are sufficient to absorb
actual bad debt write-offs, without being excessive. The Group considers the credit quality of financial assets that are neither past
due nor impaired as good.
The Group also applies the expected credit loss model under IFRS 9 to other receivables. If, at the reporting date, the credit risk of
the receivables has not increased significantly since initial recognition, the Group measures the loss allowance at an amount equal
to 12-month expected credit losses. If the credit risk on that receivable has increased significantly since initial recognition, the
Group measures the loss allowance at an amount equal to the lifetime expected credit losses. The expected credit loss on other
Notes to the Group Financial Statements
continued
25.
Financial Risk Management
continued
25.1
Financial risk factors
continued
184
Vesuvius plc
Annual Report and Financial Statements 2025
The Group manages liquidity risk by ensuring it maintains sufficient levels of committed borrowing facilities and cash, and cash
equivalents to meet its operational cash flow requirements and maturing financial liabilities, whilst at all times operating within its
financial covenants. The level of operational headroom provided by the Group’s committed borrowing facilities is reviewed at
least annually as part of the Group’s three-year planning process. Where this process indicates a need for additional finance, this is
addressed on a timely basis by means of either additional committed bank facilities or raising finance in the capital markets.
With effect from 30 May 2025 commitments under the syndicated bank facility were increased from £475.0m to £522.5m. The
Group’s borrowing requirements are met by the USPP and the committed syndicated bank facility of £522.5m (2024: £475.0m).
As at 31 December 2025, the Group had committed borrowing facilities of £751.6m (2024: £669.6m), of which £195.5m
(2024: £202.5m) were undrawn. At December 2025, 100% of these undrawn facilities was due to expire in August 2029; however
in February 2026 the Group exercised its option to request an extension to the committed syndicated bank facility and 100% of
these undrawn facilities is now due to expire in August 2030.
USPP Notes issued as at 31 December 2025 amounted to £229.1m ($56.0m, €183.0m and £28.0m) and had a weighted average
period to maturity of 3.3 years (2024: 3.5 years). €100.0m and $26.0m in 2027, $30.0m in 2028, €50.0m in 2029 and €33.0m and
£28.0m in 2031. The maturity analysis of the Group’s gross borrowings (including interest) is shown in the tables below. The cash
flows shown are undiscounted.
Between |
Between |
Total |
||||
Within |
1 and 2 |
2 and 5 |
Over |
contractual |
Carrying |
|
1 year |
years |
years |
5 years |
cash flows |
amount |
|
As at 31 December 2025 |
£m |
£m |
£m |
£m |
£m |
£m |
Trade and other payables |
324.0 |
– |
– |
– |
324.0 |
324.0 |
Loans and overdrafts |
20.2 |
130.5 |
418.4 |
57.8 |
626.9 |
606.4 |
Lease liabilities |
14.8 |
10.6 |
10.6 |
15.2 |
51.2 |
38.3 |
Capitalised arrangement fees |
– |
– |
– |
– |
– |
(2.8) |
Derivative liability |
0.1 |
1.0 |
– |
– |
1.1 |
1.1 |
Total financial liabilities |
359.1 |
142.1 |
429.0 |
73.0 |
1,003.2 |
967.0 |
Between |
Between |
Total |
||||
Within |
1 and 2 |
2 and 5 |
Over |
contractual |
Carrying |
|
1 year |
years |
years |
5 years |
cash flows |
amount |
|
As at 31 December 2024 |
£m |
£m |
£m |
£m |
£m |
£m |
Trade and other payables * |
323.8 |
– |
– |
– |
323.8 |
323.8 |
Loans and overdrafts |
76.0 |
188.7 |
178.8 |
57.3 |
500.8 |
474.8 |
Lease liabilities |
15.0 |
11.9 |
15.7 |
18.2 |
60.8 |
46.2 |
Capitalised arrangement fees |
– |
– |
– |
– |
– |
(0.8) |
Derivative liability |
0.1 |
– |
– |
– |
0.1 |
0.1 |
Total financial liabilities |
414.9 |
200.6 |
194.5 |
75.5 |
885.5 |
844.1 |
*
Comparative period figures were restated to include items classified as financial liabilities.
Capitalised arrangement fees shown in the tables above, which have been recognised as a reduction in borrowings in the Financial
Statements, amounted to £2.8m as at 31 December 2025 (31 December 2024: £0.8m), of which £0.3m (2024: £0.4m) related to the
USPP and £2.5m (2024: £0.4m) related to the Group’s syndicated bank facility.
The carrying amount of lease liabilities falling due within one year was £12.8m (2024: 15.0m). The carrying amount of lease
liabilities falling due after more than one year was £25.5m (2024: £31.2m).
Presented within interest-bearing borrowings of £642.0m (2024: £520.2m) are loans and overdrafts of £603.7m (2024: £474.8m),
25.
Financial Risk Management
continued
Strategic report
Governance
Financial statements
185
Capital management
The Company considers its capital to be equal to the sum of its total equity, disclosed on the Group Balance Sheet, and net debt
(Note 13). It monitors its capital using a number of KPIs, including free cash flow, average working capital to sales ratios, net debt
to EBITDA ratios and ROIC (Note 35). The Group’s objectives when managing its capital are:
–
To ensure that the Group and all of its businesses are able to operate as going concerns and ensure that the Group operates
within the financial covenants contained within its debt facilities
–
To have available the necessary financial resources to allow the Group to invest in areas that may deliver acceptable future
returns to investors
–
To maintain sufficient financial resources to mitigate against risks and unforeseen events
–
To maximise shareholder value through maintaining an appropriate balance between the Group’s equity and net debt
The Group’s committed debt facilities are subject to two covenants – net debt/EBITDA (under 3.25x) and an interest cover ratio
(at least 4.0x). The Group operated within the requirements of its debt covenants throughout the year and has sufficient liquidity
headroom within its committed debt facilities. Details of the Group’s covenant compliance and committed debt facilities can be
Right-of-use assets and lease liabilities
The carrying amounts of right-of-use assets recognised and the movements during the year:
Land & |
Plant & |
||
buildings |
equipment |
||
(Note 14.1) |
(Note 14.1) |
Total |
|
£m |
£m |
£m |
|
As at 1 Jan 2024 |
37.1 |
20.5 |
57.6 |
Exchange adjustments |
(1.0) |
(0.6) |
(1.6) |
Capital expenditure additions |
4.0 |
11.2 |
15.2 |
Disposals |
(0.2) |
(0.7) |
(0.9) |
Depreciation charge |
(6.1) |
(9.5) |
(15.6) |
As at 31 Dec 2024 and 1 Jan 2025 |
33.8 |
20.9 |
54.7 |
Exchange adjustments |
(1.3) |
0.1 |
(1.2) |
Capital expenditure additions |
4.2 |
4.2 |
8.4 |
Acquired through business combinations |
0.4 |
0.6 |
1.0 |
Disposals |
(2.3) |
(0.5) |
(2.8) |
Depreciation charge |
(5.8) |
(9.5) |
(15.3) |
Impairment |
(0.1) |
– |
(0.1) |
As at 31 Dec 2025 |
28.9 |
15.8 |
44.7 |
The carrying amounts of lease liabilities and the movements during the year:
2025 |
2024 |
|
£m |
£m |
|
As at 1 Jan |
46.2 |
48.2 |
Exchange adjustments |
(0.3) |
(2.0) |
Capital expenditure additions |
8.4 |
15.2 |
Acquired through business combinations |
0.7 |
– |
Interest on lease liabilities |
2.7 |
3.0 |
Payment of lease liabilities |
(19.4) |
(18.2) |
As at 31 December |
38.3 |
46.2 |
The maturity analysis of lease liabilities is disclosed in Note 25.1.
2025 |
2024 |
|
£m |
£m |
|
Depreciation charge |
15.3 |
15.6 |
Interest on lease liabilities |
2.7 |
3.0 |
Expense relating to short-length leases |
1.8 |
2.4 |
Expense relating to leases of low-value items |
0.7 |
0.6 |
20.5 |
21.6 |
Notes to the Group Financial Statements
continued
186
Vesuvius plc
Annual Report and Financial Statements 2025
Employee Benefits
27.1
Group post-retirement plans
The Group operates a number of pension plans around the world, both defined benefit and defined contribution, and accounts
for them in accordance with IAS 19. There are also some jubilee arrangements (other long-term benefits plans) which, while
they do not need to be included in the detailed disclosures under IAS 19, have been included in the analysis below.
The Group’s principal defined benefit pension plans are in the UK and the US, the benefits of which are based upon the final
pensionable salaries of plan members. The assets of these plans are held separately from the Group in trustee-administered
funds. The Trustees are required to act in the best interests of the plans’ beneficiaries. The Group also has defined benefit pension
plans in other territories but, except for those in Germany, these are not individually material in relation to the Group.
(a) Defined benefit pension plans – UK
The Group’s main defined benefit pension plan in the UK (‘the UK Plan’) is closed to new members and to future benefit accrual.
The existing plan was established under a trust deed and is subject to the Pensions Act 2004 and guidance issued by the UK
Pensions Regulator.
In November 2021, the Trustee of the Vesuvius Pension Plan signed a pension insurance buy-in agreement with Pension Insurance
Corporation plc (PIC). This buy-in secured an insurance asset from PIC that matches the remaining pension liabilities of the UK
Plan, with the result that the Company no longer bears any investment, longevity, interest rate or inflation risks in respect of the
UK Plan. All benefits in the UK Plan (with the exception of an immaterial amount of benefits expected to arise in future as a result
of guaranteed minimum pensions (GMP) equalisation) are now insured with PIC.
Following the buy-in referred to above, no further contributions are expected to be paid to the UK Plan by the Company, and the
cost of GMP equalisation will be met out of the surplus UK Plan assets.
The amounts disclosed in the financial statements relating to the UK Plan are based on the latest funding valuation carried out
with an effective date of 31 December 2024. The results of the funding valuation have then been updated to 31 December 2025 by
a qualified independent actuary to reflect experience over the period (including the buy-in) and revised assumptions that are
consistent with the definitions set out in IAS 19 Employee Benefits.
(b) Defined benefit pension plans – US
The Group has several defined benefit pension plans in the US, providing retirement benefits based on final salary or a fixed
benefit. The Group’s principal US defined benefit pension plans are closed to new members and to future benefit accrual for
existing members. Actuarial valuations of the US defined benefit pension plans are carried out every year and the last full
valuation was carried out as at 31 December 2025. At that date, the market value of the plan assets was $51.7m, representing
a funding level of 90.7% of funded accrued plan benefits at that date (using the projected unit method of valuation) of $57.0m.
Funding levels for the Group’s US defined benefit pension plans are based upon annual valuations carried out by independent
qualified actuaries and are governed by US Government regulations.
The Group’s US qualified defined benefit pension plan is subject to the minimum contribution requirements of the Internal Revenue
Code Sections 412 and 430. Contributions are determined by trustees, in consultation with the Company, based on the annual
valuations which are submitted to the Internal Revenue Service. During the fiscal year beginning 1 January 2025, total minimum
required contributions were $1.7m. Under these funding laws and based on the plan deficit, the required minimum annual
contribution for the 2026 fiscal year is expected to be $1.4m and the required annual contributions for the period 2027–2028
are expected to be in the $0.7m to $1.0m range. Contributions of $1.7m (2024: $3.2m) were made during 2025.
(c) Defined benefit pension plans – Germany
The Group has several defined benefit pension arrangements in Germany which are unfunded, as is common practice in that
country. The main plan was closed to new entrants on 31 December 2016 and replaced by a defined contribution plan for new
joiners. The German defined benefit plan contains mainly direct pension promises based on works council agreements as well
as on some individual pension promises. The legal framework is the German Company Pensions Act (‘Betriebsrentengesetz’).
The plan is unfunded and the Company pays all benefit payments when they fall due.
(d) Defined benefit pension plans – rest of the world and other post-retirement benefits
The Group has several defined benefit pension arrangements across the rest of the world (ROW), the largest of which are in
Belgium. The net liability of the ROW plans at 31 December 2025 was £7.3m (2024: £8.7m). The Group also has liabilities relating
to medical insurance arrangements and termination plans which provide for benefits to be paid to employees on retirement.
The net liability of these other post-retirement benefits as at 31 December 2025 was £9.0m (2024: £9.3m).
e) Defined contribution pension plans
The total expense for the Group’s defined contribution plans in the Group Income Statement amounted to £11.5m (2024: £11.8m)
and represents the contributions payable for the year by the Group to the plans.
27.
Employee Benefits
continued
27.1 Group post-retirement plans
continued
Strategic report
Governance
Financial statements
187
(f) Multi-employer plans
Due to collective agreements, Vesuvius in the US participates, together with other enterprises, in union-run multi-employer
Post-retirement liability valuation
The main assumptions used in calculating the costs and obligations of the Group’s defined benefit pension plans, as detailed
below, are set by the Directors after consultation with independent professionally qualified actuaries and include those used
to determine regular service costs and the financing elements related to the plans’ assets and liabilities. It is the Directors’
responsibility to set the assumptions used in determining the key elements of the costs of meeting such future obligations.
Whilst the Directors believe that the assumptions used are appropriate, a change in the assumptions used could affect the
Group’s profit and financial position.
(a) Mortality assumptions
The mortality assumptions used in the actuarial valuations of the Group’s UK, US and German defined benefit pension liabilities
are summarised in the table below and have been selected to reflect the characteristics and experience of the membership of
those plans.
For the UK Plan, the assumptions used have been derived from the Self-Administered Pension Schemes (‘SAPS S4’) All table, with
future longevity improvements in line with the ‘core’ mortality improvement tables published in 2024 by the Continuous Mortality
Investigation (CMI), with a long-term rate of improvement of 1.25% per year. For the Group’s US plans, the assumptions used have
been based on the Pri-2012 mortality tables and MP-2021 projection scale. The Group’s major plans in Germany have been valued
using the modified Heubeck Richttafeln 2018G mortality tables. In respect of the life expectancy tables below, current pensioners
are assumed to be 65 years old, while future pensioners are assumed to be 45 years old.
| 2025 |
2024 |
|||||
UK |
US |
Germany |
UK |
US |
Germany |
|
Life expectancy of pension plan members |
years |
years |
years |
years |
years |
years |
Age to which current pensioners are expected to live: |
||||||
– Men |
87.4 |
85.8 |
86.0 |
86.8 |
85.7 |
85.9 |
– Women |
88.9 |
87.7 |
89.4 |
88.6 |
87.7 |
89.3 |
Age to which future pensioners are expected to live: |
||||||
– Men |
87.6 |
87.3 |
88.7 |
87.0 |
87.2 |
88.6 |
– Women |
90.4 |
89.2 |
91.6 |
90.1 |
89.1 |
91.5 |
(b) Other main actuarial valuation assumptions
| 2025 |
2024 |
|||||
UK |
US |
Germany |
UK |
US |
Germany |
|
% p.a. |
% p.a. |
% p.a. |
% p.a. |
% p.a. |
% p.a. |
|
Discount rate |
5.40 |
5.00 |
4.10 |
5.50 |
5.35 |
3.40 |
Price inflation – using RPI for UK |
2.75 |
2.50 |
2.00 |
3.10 |
2.50 |
2.00 |
– using CPI for UK |
2.25 |
n/a |
n/a |
2.60 |
n/a |
n/a |
Rate of increase in pensionable salaries |
n/a |
n/a |
2.75 |
n/a |
n/a |
2.75 |
Rate of increase to pensions in payment |
2.65 |
n/a |
2.00 |
2.90 |
n/a |
2.00 |
The discount rate used to determine the liabilities of the UK Plan for IAS 19 accounting purposes is required to be determined by
reference to market yields on high-quality corporate bonds.
The assumptions for UK price inflation are set by reference to the difference between yields on longer-term conventional
government bonds and index-linked bonds, except for CPI, for which no appropriate bonds exist, which is assumed to be 0.5 points
lower (2024: 0.5 points lower) than RPI-based inflation.
Notes to the Group Financial Statements
continued
27.
Employee Benefits
continued
27.2
Post-retirement liability valuation
continued
188
Vesuvius plc
Annual Report and Financial Statements 2025
(c) Sensitivity analysis of the impact of changes in significant IAS 19 actuarial assumptions
The US pensions are not inflation linked. The rate of increase in pensionable salaries and of pensions in payment is therefore not
significant to the valuation of the Group’s overall pension liabilities.
The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
Assumption | Change in assumption | UK 1 | US | Germany |
Discount rate | Increase/decrease by 0.1% | |||
– impact on plan liabilities | Decrease/increase by | Decrease/increase by | Decrease/increase by | |
£2.7m (2024: £3.1m) | £0.4m (2024: £0.4m) | £0.4m (2024: £0.6m) | ||
– impact on plan assets | Decrease/increase by | n/a | n/a | |
£2.7m (2024: £3.1m) | ||||
Price inflation | Increase/decrease by 0.1% | |||
– impact on plan liabilities | Increase/decrease by | n/a | Increase/decrease by | |
£1.9m (2024: £2.2m) | £0.1m (2024: £0.2m) | |||
– impact on plan assets | Increase/decrease by | n/a | n/a | |
£1.9m (2024: £2.2m) | ||||
Mortality | Increase by one year | |||
– impact on plan liabilities | Increase by £11.1m | Increase by £1.9m | Increase by £1.0m | |
(2024: £12.0m) | (2024: £1.9m) | (2024: £1.2m) | ||
– impact on plan assets | Increase by £11.1m | n/a | n/a | |
(2024: £12.0m) |
1.
The UK Plan Trustee has entered into a pension insurance buy-in agreement with the Pension Insurance Corporation (PIC). This buy-in secured an insurance asset
from PIC that matches the remaining pension liabilities of the UK Plan, with the result that the Company no longer bears any investment, longevity, interest rate or
inflation risks in respect of the UK Plan.
27.3
Defined benefit obligation
The average duration of the obligations to which the liabilities of the Group’s principal pension plans relate is 9.6 years for the UK,
13.6 years for Germany and 8.5 years for the US.
Other post- | |||||||
| Defined benefit pension plans | retirement & | ||||||
long-term | |||||||
benefit | |||||||
UK | US | Germany | ROW | Total | plans | Total | |
£m | £m | £m | £m | £m | £m | £m | |
Present value as at 1 January 2025 | 289.5 | 52.1 | 38.1 | 43.8 | 423.5 | 9.3 | 432.8 |
Exchange differences | – | (3.7) | 2.0 | 0.5 | (1.2) | 0.5 | (0.7) |
Current service cost | – | – | 1.0 | 3.3 | 4.3 | 0.1 | 4.4 |
Past service gain | – | – | (0.5) | – | (0.5) | – | (0.5) |
Interest cost | 15.8 | 2.5 | 1.3 | 1.6 | 21.2 | 0.6 | 21.8 |
Gains arising over the year that are | |||||||
recognised in P&L | – | – | – | – | – | (0.2) | (0.2) |
Remeasurement of liabilities: | |||||||
– demographic changes | 6.8 | – | – | – | 6.8 | – | 6.8 |
– financial assumptions | (3.5) | 1.3 | (3.6) | (1.1) | (6.9) | 0.4 | (6.5) |
– experience losses/(gains) | 0.5 | 0.6 | (0.2) | 0.9 | 1.8 | (0.4) | 1.4 |
Business acquisition | – | – | 0.5 | 0.7 | 1.2 | – | 1.2 |
Benefits paid | (21.2) | (4.3) | (1.8) | (2.3) | (29.6) | (1.3) | (30.9) |
Present value as at 31 December 2025 | 287.9 | 48.5 | 36.8 | 47.4 | 420.6 | 9.0 | 429.6 |
27.
Employee Benefits
continued
27.3
Defined benefit obligation
continued
Strategic report
Governance
Financial statements
189
Other post- | |||||||
| Defined benefit pension plans | retirement & | ||||||
long-term | |||||||
benefit | |||||||
UK | US | Germany | ROW | Total | plans | Total | |
£m | £m | £m | £m | £m | £m | £m | |
Present value as at 1 January 2024 | 328.4 | 56.4 | 41.3 | 43.1 | 469.2 | 9.9 | 479.1 |
Exchange differences | – | 1.0 | (1.9) | (2.0) | (2.9) | (0.7) | (3.6) |
Current service cost | – | – | 0.4 | 3.2 | 3.6 | 0.6 | 4.2 |
Past service gain | – | – | – | (0.1) | (0.1) | (0.4) | (0.5) |
Settlement gain | – | – | – | – | – | (0.2) | (0.2) |
Interest cost | 14.5 | 2.5 | 1.3 | 1.7 | 20.0 | 0.5 | 20.5 |
Losses arising over the year that are | |||||||
recognised in P&L | – | – | – | – | – | 0.2 | 0.2 |
Remeasurement of liabilities: | |||||||
– demographic changes | (1.4) | – | – | 0.1 | (1.3) | (0.1) | (1.4) |
– financial assumptions | (28.8) | (2.8) | (0.9) | 0.5 | (32.0) | 0.1 | (31.9) |
– experience losses/(gains) | (1.1) | (0.7) | (0.3) | 0.3 | (1.8) | (0.1) | (1.9) |
Benefits paid | (22.1) | (4.3) | (1.8) | (3.0) | (31.2) | (0.5) | (31.7) |
Present value as at 31 December 2024 | 289.5 | 52.1 | 38.1 | 43.8 | 423.5 | 9.3 | 432.8 |
27.4
Fair value of plan assets
| 2025 | 2024 | |||||||||
UK | US | Germany | ROW | Total | UK | US | Germany | ROW | Total | |
£m | £m | £m | £m | £m | £m | £m | £m | £m | £m | |
As at 1 January | 320.3 | 40.0 | – | 35.1 | 395.4 | 359.8 | 38.2 | – | 34.8 | 432.8 |
Exchange differences | – | (2.8) | – | 0.5 | (2.3) | – | 0.8 | – | (1.9) | (1.1) |
Interest income | 17.5 | 2.0 | – | 1.1 | 20.6 | 15.9 | 1.7 | – | 1.3 | 18.9 |
Return on plan assets | 3.1 | 2.0 | – | 1.0 | 6.1 | (32.7) | 0.9 | – | 0.2 | (31.6) |
Contributions from employer | 0.2 | 1.3 | – | 3.8 | 5.3 | – | 2.5 | – | 3.4 | 5.9 |
Administration expenses paid | (0.7) | (0.6) | – | – | (1.3) | (0.7) | (0.6) | – | – | (1.3) |
Business acquisition | – | – | 0.2 | 0.5 | 0.7 | – | – | – | – | – |
Benefits paid | (21.1) | (3.5) | – | (1.9) | (26.5) | (22.0) | (3.5) | – | (2.7) | (28.2) |
As at 31 December | 319.3 | 38.4 | 0.2 | 40.1 | 398.0 | 320.3 | 40.0 | – | 35.1 | 395.4 |
The Group’s pension plans in Germany are unfunded, as is common practice in that country, and accordingly there are no assets
associated with these plans.
27.5
Remeasurement of defined benefit liabilities/assets
2025 | 2024 | |
total | total | |
£m | £m | |
Remeasurement of liabilities/assets: | ||
– demographic changes | (6.8) | 1.4 |
– financial assumptions | 6.5 | 31.9 |
– experience gains/(losses) | (1.4) | 1.9 |
Return on plan assets | 6.1 | (31.6) |
Total movement | 4.4 | 3.6 |
The remeasurement of defined benefit liabilities and assets is recognised in the Group Statement of Comprehensive Income.
Notes to the Group Financial Statements
continued
27.
Employee Benefits
continued
190
Vesuvius plc
Annual Report and Financial Statements 2025
27.6
Balance sheet recognition
The amount recognised in the Group Balance Sheet in respect of the Group’s defined benefit pension plans and other post-
retirement and long-term benefit plans is analysed in the following tables, which all relate to continuing operations. All assets have
quoted prices in active markets with the exception of annuity insurance contracts in the UK, £280.9m (2024: £282.5m) and ROW,
£3.7m (2024 £3.2m).
Other post- | |||||||
| Defined benefit pension plans | retirement & | ||||||
long-term | |||||||
benefit | 2025 | ||||||
UK | US | Germany | ROW | Total | plans | total | |
£m | £m | £m | £m | £m | £m | £m | |
Equities | 21.1 | 5.6 | – | 3.0 | 29.7 | – | 29.7 |
Bonds | – | 30.6 | 0.2 | 2.1 | 32.9 | – | 32.9 |
Annuity insurance contracts | 280.9 | – | – | 33.2 | 314.1 | – | 314.1 |
Other assets | 17.3 | 2.2 | – | 1.8 | 21.3 | – | 21.3 |
Fair value of plan assets | 319.3 | 38.4 | 0.2 | 40.1 | 398.0 | – | 398.0 |
Present value of funded obligations | (286.9) | (42.3) | (0.5) | (43.9) | (373.6) | – | (373.6) |
32.4 | (3.9) | (0.3) | (3.8) | 24.4 | – | 24.4 | |
Present value of unfunded obligations | (1.0) | (6.2) | (36.3) | (3.5) | (47.0) | (9.0) | (56.0) |
Total net surpluses/(liabilities) | 31.4 | (10.1) | (36.6) | (7.3) | (22.6) | (9.0) | (31.6) |
Recognised in the Group Balance Sheet as: | |||||||
Net surpluses | 32.4 | – | – | 3.1 | 35.5 | – | 35.5 |
Net liabilities | (1.0) | (10.1) | (36.6) | (10.4) | (58.1) | (9.0) | (67.1) |
Total net surpluses/(liabilities) | 31.4 | (10.1) | (36.6) | (7.3) | (22.6) | (9.0) | (31.6) |
Other post- | |||||||
| Defined benefit pension plans | retirement & | ||||||
long-term | |||||||
benefit | 2024 | ||||||
UK | US | Germany | ROW | Total | plans | total | |
£m | £m | £m | £m | £m | £m | £m | |
Equities | 19.3 | 4.2 | – | 2.6 | 26.1 | – | 26.1 |
Bonds | – | 33.6 | – | 2.4 | 36.0 | – | 36.0 |
Annuity insurance contracts | 282.5 | – | – | 28.4 | 310.9 | – | 310.9 |
Other assets | 18.5 | 2.2 | – | 1.7 | 22.4 | – | 22.4 |
Fair value of plan assets | 320.3 | 40.0 | – | 35.1 | 395.4 | – | 395.4 |
Present value of funded obligations | (288.5) | (45.3) | – | (40.3) | (374.1) | – | (374.1) |
31.8 | (5.3) | – | (5.2) | 21.3 | – | 21.3 | |
Present value of unfunded obligations | (1.0) | (6.8) | (38.1) | (3.5) | (49.4) | (9.3) | (58.7) |
Total net surpluses/(liabilities) | 30.8 | (12.1) | (38.1) | (8.7) | (28.1) | (9.3) | (37.4) |
Recognised in the Group Balance Sheet as: | |||||||
Net surpluses | 31.8 | – | – | 2.3 | 34.1 | – | 34.1 |
Net liabilities | (1.0) | (12.1) | (38.1) | (11.0) | (62.2) | (9.3) | (71.5) |
Total net surpluses/(liabilities) | 30.8 | (12.1) | (38.1) | (8.7) | (28.1) | (9.3) | (37.4) |
27.
Employee Benefits
continued
27.6
Balance sheet recognition
continued
Strategic report
Governance
Financial statements
191
(a) UK Plan asset allocation
As at 31 December 2025, of the UK Plan’s total assets, 88.0% (2024: 88.2%) were represented by the annuity insurance contracts
covering the UK Plan’s pension liabilities; 6.6% (2024: 6.0%) were allocated to equities and 5.4% (2024: 5.8%) to cash.
As at 31 December 2025, the IAS 19 valuation of the PIC insurance contract value associated with the bought-in liabilities was
£280.9m (2024: £282.5m). The policy and the associated valuation are updated annually to reflect retirements and mortality.
(b) US Plan asset allocation
All of the assets in the main US Plan have a quoted market price in an active market. The Plan mitigates exposure to interest rates
by employing a liability matching investment strategy. All non-derivative assets are invested in liability matching bonds with
a similar average duration to the liabilities of the Plan. The Plan retains equity risk through use of equity derivative contracts,
which provide equity market exposure with some level of equity downside protection.
(c) Defined benefit contributions in 2026
In 2026, the Group is expected to make direct benefit payments and contributions into its defined benefit pension and other
post-retirement and long-term benefits plans of around £9.8m. Specific payments and contributions of approximately £1.9m,
£2.1m and £2.4m are anticipated for the US Plans, German Plans and Belgian Plans respectively.
27.7
Income statement recognition
The expense recognised in the Group Income Statement in respect of the Group’s defined benefit retirement plans and other
post-retirement and long-term benefit plans is shown below:
| 2025 | 2024 | |||||
Other post- | Other post- | |||||
Defined | retirement & | Defined | retirement & | |||
benefit | long-term | benefit | long-term | |||
pension | benefit | pension | benefit | |||
plans | plans | Total | plans | plans | Total | |
£m | £m | £m | £m | £m | £m | |
Current service cost | 4.3 | 0.1 | 4.4 | 3.6 | 0.6 | 4.2 |
Past service gain | (0.5) | – | (0.5) | (0.1) | (0.4) | (0.5) |
Settlement gain | – | – | – | – | (0.2) | (0.2) |
Losses arising over the year that are recognised in P&L | – | (0.2) | (0.2) | – | 0.2 | 0.2 |
Administration expenses | 1.3 | – | 1.3 | 1.3 | – | 1.3 |
Net interest cost | 0.6 | 0.6 | 1.2 | 1.1 | 0.5 | 1.6 |
Total net charge | 5.7 | 0.5 | 6.2 | 5.9 | 0.7 | 6.6 |
The total net charge of £6.2m (2024: £6.6m), recognised in the Group Income Statement in respect of the Group’s defined benefit
pension plans and other post-retirement and long-term benefits plans, is analysed in the following table:
2025 | 2024 | ||
£m | £m | ||
In arriving at trading profit (adjusted operating profit) | – within other cost of sales | 1.0 | 1.1 |
– within administration, selling and | |||
distribution costs | 4.0 | 3.9 | |
In arriving at profit before tax | – within net finance costs | 1.2 | 1.6 |
Total net charge | 6.2 | 6.6 |
Virgin Media vs NTL Pension Trustee case
In June 2023, the High Court judged in the Virgin Media vs NTL Pension Trustee case that certain amendments made to the NTL
Pension Plan were invalid because the scheme’s actuary had not provided the necessary confirmations (Section 37 Certificates).
This decision was upheld in July 2024. It could have wider ranging implications affecting other schemes that were contracted-out
on a salary-related basis and made amendments between April 1997 and April 2016.
The DWP has recently announced that it will introduce legislation to allow retrospective confirmation of historic benefit changes.
This announcement should significantly reduce the impact on pension schemes and mean that for most schemes the existence of
confirmations is no longer the relevant issue, but whether confirmation was obtained or can be provided now. The Trustee of the
Vesuvius Pension Plan has taken legal advice on the impact of the Virgin Media case on the Plan and intends to keep the position
under review, taking into account any further legal developments during 2026. Management are aware of recent developments
and have concluded that there is no requirement for further investigation at this stage.
Notes to the Group Financial Statements
continued
27.
Employee Benefits
continued
27.7
Income statement recognition
continued
192
Vesuvius plc
Annual Report and Financial Statements 2025
GMP equalisation
A UK High Court ruling was made on 26 October 2018 in respect of the gender equalisation of guaranteed minimum pensions
(GMPs) for occupational pension schemes (impact estimated to be £4.5m at 31 December 2018). A further ruling was issued on
20 November 2020 (impact estimated to be £0.8m at 31 December 2020). As in prior years, the UK disclosures continue to include
an appropriate allowance for the increase in pension liabilities resulting from these rulings.
27.8
Risks to which the defined benefit pension plans expose the Group
The principal risks faced by these plans comprise: (i) the risk that the value of the plan assets is not sufficient to meet all plan
liabilities as they fall due; (ii) the risk that plan beneficiaries live longer than envisaged, causing liabilities to exceed the available
plan assets; and (iii) the risk that the market-based factors used to value plan liabilities and assets change materially adversely
to increase plan liabilities over the value of available plan assets.
Following the UK Plan pension insurance buy-in agreement, the inflation, interest rate, investment and longevity risks for
Vesuvius in respect of the UK Plan are virtually eliminated.
The Group continues to monitor risks in respect of the other plans, including counterparty risk, asset volatility, changes in bond
28.1
Income statement recognition
The total expense recognised in the Group Income Statement is shown below:
2025 |
2024 |
|
£m |
£m |
|
Long-Term Incentive Plan |
(0.1) |
1.8 |
Other plans |
3.1 |
4.4 |
Total expense |
3.0 |
6.2 |
The Group operates a number of different share-based payment plans, the most significant of which is the Long-Term Incentive
Plan (LTIP), details of which can be found in the Directors’ Remuneration Report.
28.2
Details of outstanding options
| Number of outstanding awards |
||||||
As at |
Forfeited/ |
As at |
||||
1 Jan 2025 |
Granted |
Exercised |
lapsed |
Expired |
31 Dec 2025 |
|
LTIP |
2,485,451 |
1,067,733 |
(461,309) |
(430,823) |
nil |
2,661,052 |
Weighted average exercise price |
nil |
nil |
nil |
nil |
nil |
nil |
Other plans |
2,467,098 |
1,057,890 |
(1,170,921) |
(207,958) |
nil |
2,146,109 |
Weighted average exercise price |
nil |
nil |
nil |
nil |
nil |
nil |
For the awards exercised during 2025, the market value at the date of exercise ranged from 328.4 pence to 412.3 pence per share.
Number of outstanding awards |
||||||
As at |
Forfeited/ |
As at |
||||
1 Jan 2024 |
Granted |
Exercised |
lapsed |
Expired |
31 Dec 2024 |
|
LTIP |
2,181,881 |
935,066 |
(259,607) |
(371,889) |
nil |
2,485,451 |
Weighted average exercise price |
nil |
nil |
nil |
nil |
nil |
nil |
Other plans |
2,566,949 |
1,300,623 |
(1,182,573) |
(217,901) |
nil |
2,467,098 |
Weighted average exercise price |
nil |
nil |
nil |
nil |
nil |
nil |
For the options exercised during 2024, the market value at the date of exercise ranged from 365.5 pence to 491.5 pence per share.
Details of market performance conditions are included in the Directors’ Remuneration Report.
28. Share-based Payments
continued
28.2
Details of outstanding options
continued
Strategic report
Governance
Financial statements
193
2025 |
2024 |
|||||
Weighted |
Weighted |
|||||
average |
average |
|||||
Awards |
outstanding |
Awards |
outstanding |
|||
exercisable |
contractual |
Range of |
exercisable |
contractual |
Range of |
|
as at |
life of |
exercise |
as at |
life of |
exercise |
|
31 Dec 2025 |
awards |
prices |
31 Dec 2024 |
awards |
prices |
|
no. |
years |
pence |
no. |
years |
pence |
|
LTIP |
– |
8.2 |
– |
8.4 |
||
Weighted average exercise price |
– |
n/a |
– |
n/a |
||
Other plans |
– |
0.6 |
– |
0.6 |
||
Weighted average exercise price |
– |
n/a |
– |
n/a |
||
28.3
Options granted during the year
| 2025 |
|||
LTIP ROIC/ |
LTIP TSR |
||
ESG element |
element |
Other plans |
|
Fair value of options granted |
333.2p |
155.0p |
333.2p |
Share price on date of grant |
333.2p |
333.2p |
333.2p |
Expected volatility |
n/a |
27.9% |
n/a |
Risk-free interest rate |
n/a |
3.8% |
n/a |
Exercise price (per share) |
nil |
nil |
nil |
Expected term (years) |
3 |
3 |
2 |
Expected dividend yield |
nil |
nil |
nil |
| 2024 |
|||
LTIP ROIC/ |
LTIP TSR |
||
ESG element |
element |
Other plans |
|
Fair value of options granted |
492p |
290p |
492p |
Share price on date of grant |
492p |
492p |
492p |
Expected volatility |
n/a |
29.2% |
n/a |
Risk-free interest rate |
n/a |
4.1% |
n/a |
Exercise price (per share) |
nil |
nil |
nil |
Expected term (years) |
3 |
3 |
2 |
Expected dividend yield |
nil |
nil |
nil |
For the LTIP awards, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR)
performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the
remaining 60% of shares awarded is based on ROIC and ESG targets.
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years
(2024: 2.8 years) prior to the grant date for the April 2024 grant. The risk-free rate of return was assumed to be the yield to maturity
on a UK fixed gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration
Committee, award holders receive the value of dividends that would have been paid on their vested shares in the period between
Notes to the Group Financial Statements
continued
194
Vesuvius plc
Annual Report and Financial Statements 2025
Trade and Other Payables
Analysis of trade and other payables
2025 |
2024 |
|
£m |
£m |
|
Non-current |
||
Accruals and other payables |
5.3 |
6.9 |
Total non-current other payables |
5.3 |
6.9 |
Current |
||
Trade payables |
248.3 |
241.7 |
Other taxes and social security |
32.7 |
36.7 |
Accruals and other payables |
78.7 |
85.0 |
Total current trade and other payables |
359.7 |
363.4 |
There is no significant difference between the fair value of the Group’s trade and other payables balances and the amount at
29.2
Supplier finance arrangements
The Group has supply chain finance programmes in place. The programmes act as an alternative source of financing for the
suppliers who have the option to trade their invoices with funding providers in order to receive cash earlier than the invoice due
dates. The payment terms offered to suppliers who are party to the supply chain finance programmes are within standard
supplier payment terms and agreed directly with the supplier. The carrying amount of the liabilities for which suppliers have
already received payment from finance providers is £18.9m (2024: £23.2m).
Balances outstanding under the supplier financing arrangements are classified as trade payables, and cash flows are included
in operating cash flows, since the financing arrangements are agreed between the supplier, the funding providers and the
third-party platform providers. The Group does not provide additional credit enhancement nor obtain any working capital benefit
from the arrangements. The Group is not charged any interest cost or fee in respect of the agreements.
Included in trade payables are amounts of £28.7m (2024: £31.2m) drawn by suppliers who are party to the supply chain finance
programmes.
The analysis below details the range of payment due dates of trade payables which are part of supplier financing arrangements
and of comparable trade payables which are not part of supplier financing arrangements in the same region.
Trade payables which are part of supplier financing arrangements
| 2025 |
|||||
| £m |
|||||
30 days |
Between 31 |
Between 61 |
More than |
||
and less |
and 60 days |
and 90 days |
91 days |
Total |
|
Region |
|||||
Brazil |
3.4 |
– |
– |
– |
3.4 |
China |
7.4 |
– |
– |
– |
7.4 |
Europe |
9.5 |
– |
– |
– |
9.5 |
India |
3.2 |
– |
– |
– |
3.2 |
North America |
5.2 |
– |
– |
– |
5.2 |
Total trade payables which are part of supplier |
|||||
financing arrangements |
28.7 |
– |
– |
– |
28.7 |
Comparable trade payables which are not part of supplier financing arrangements
| 2025 |
|||||
| £m |
|||||
30 days |
Between 31 |
Between 61 |
More than |
||
and less |
and 60 days |
and 90 days |
91 days |
Total |
|
Region |
|||||
Brazil |
7.7 |
– |
(0.1) |
(0.1) |
7.5 |
China |
36.9 |
0.5 |
0.1 |
0.2 |
37.7 |
Europe |
35.1 |
0.1 |
0.7 |
0.4 |
36.3 |
India |
22.7 |
1.6 |
1.4 |
1.2 |
26.9 |
North America |
22.2 |
0.4 |
0.1 |
(0.1) |
22.6 |
29.
Trade and Other Payables
continued
29.2
Supplier finance arrangements
continued
Strategic report
Governance
Financial statements
195
Trade payables which are part of supplier financing arrangements
| 2024 |
|||||
| £m |
|||||
30 days |
Between 31 |
Between 61 |
More than |
||
and less |
and 60 days |
and 90 days |
91 days |
Total |
|
Region |
|||||
Brazil |
1.9 |
– |
– |
– |
1.9 |
China |
6.6 |
– |
– |
– |
6.6 |
Europe |
8.4 |
– |
– |
– |
8.4 |
India |
3.1 |
– |
– |
– |
3.1 |
North America |
11.2 |
– |
– |
– |
11.2 |
Total trade payables which are part of supplier |
|||||
financing arrangements |
31.2 |
– |
– |
– |
31.2 |
Comparable trade payables which are not part of supplier financing arrangements
| 2024 |
|||||
| £m |
|||||
30 days |
Between 31 |
Between 61 |
More than |
||
and less |
and 60 days |
and 90 days |
91 days |
Total |
|
Region |
|||||
Brazil |
5.2 |
3.1 |
1.3 |
0.4 |
10.0 |
China |
24.3 |
2.1 |
1.2 |
0.5 |
28.1 |
Europe |
32.0 |
1.4 |
0.2 |
– |
33.6 |
India |
18.6 |
2.9 |
2.2 |
2.2 |
25.9 |
North America |
16.3 |
4.0 |
1.5 |
0.5 |
22.3 |
30.1
Analysis of provisions
Disposal, |
|||
closure and |
|||
environmental |
|||
costs |
Other |
Total |
|
£m |
£m |
£m |
|
As at 31 December 2023 and 1 January 2024 |
51.9 |
6.7 |
58.6 |
Exchange adjustments |
1.2 |
(0.2) |
1.0 |
(Release)/charge to Group Income Statement – trading profit |
(0.6) |
7.5 |
6.9 |
Charge to Group Income Statement – separately reported items |
9.7 |
2.6 |
12.3 |
Adjustment to discount |
2.2 |
– |
2.2 |
Cash spend |
(5.4) |
(10.5) |
(15.9) |
As at 31 December 2024 and 1 January 2025 |
59.0 |
6.1 |
65.1 |
Exchange adjustments |
(3.9) |
– |
(3.9) |
(Release)/charge to Group Income Statement – trading profit |
2.0 |
6.8 |
8.8 |
Charge to Group Income Statement – separately reported items |
– |
22.0 |
22.0 |
Adjustment to discount |
3.0 |
– |
3.0 |
Cash spend |
(4.7) |
(26.9) |
(31.6) |
Acquisitions |
– |
0.9 |
0.9 |
Transferred (to)/from other balance sheet rows |
– |
1.3 |
1.3 |
As at 31 December 2025 |
55.4 |
10.2 |
65.6 |
Of the total provision balance as at 31 December 2025 of £65.6m (2024: £65.1m), £54.0m (2024: £54.8m) is recognised in the
Group Balance Sheet within non-current liabilities and £11.6m (2024: £10.3m) within current liabilities.
Notes to the Group Financial Statements
continued
30. Provisions
continued
30.1
Analysis of provisions
continued
196
Vesuvius plc
Annual Report and Financial Statements 2025
Disposal, closure and environmental charges
The provision for disposal, closure and environmental costs includes the Directors’ current best estimate of the amounts to be
payable in respect of known or probable costs resulting from third-party claims, including legacy matter lawsuits.
There remains inherent uncertainty associated with estimating the future costs of legacy matter lawsuits. In assessing the
probable costs and realisation certainty of these provisions, or related assets, management has made reasonable assumptions,
including projections of the number of future claims, the approximate average cost of those claims (including legal costs and
infrequent larger value claims) and the length of time taken to resolve such claims. The provision reflects the Directors’ best
estimate of the future liability. By nature, these assumptions are uncertain and therefore changes to the assumptions used could
significantly alter the Directors’ assessment of the costs. Sensitivity analyses have been conducted using variations to the key
assumptions listed above and indicatively show that a 25% increase in the average cost of claims would impact the gross provision
by approximately £6.3m and the corresponding asset for insurance cover by approximately £5.3m.
Changes in discount rates may have a significant impact on gross provisions and related assets for insurance cover.
As the resolution of many of the obligations for which provision is made is subject to legal or other regulatory process, the timing of
the associated cash outflows is also subject to some uncertainty. However, the majority of the amounts provided are expected to
be utilised over the next ten years.
Where insurance cover exists for any of these costs, a related asset is recognised in the Group Balance Sheet only when its value
can be reliably measured and reimbursement is considered to be virtually certain. As at 31 December 2025, £24.6m (2024:
£23.0m) was recorded in other receivables in respect of associated insurance reimbursements, of which £22.6m (2024: £21.1m) is
non-current. A credit of £3.2m was recorded during 2025 (2024: debit £0.4m) to reflect the increase (2024: decrease) in assets for
insurance cover which is included in the ‘Administration, selling and distribution costs’ line in the Income Statement. This is offset by
a debit of £3.2m in 2025 (2024: £0.4m) to reflect an increase in provisions for related claims in the same line of the Income
Statement.
In 1999, the Group acquired Premier Refractories which owned a disused clay mine in the United States. In 2018, wastewater
containing pollutants was discovered and a provision was established for treatment costs. In 2024, the provision was reassessed,
with the forecast annual operating cost being £0.8m and length of water treatment period being estimated at 20 years resulting in
an increase in the provision and a charge to the Income Statement of £9.7m. The Directors use their judgement to determine both
the annual expected operating cost and the period over which the operating cost will continue to be incurred. Sensitivity analyses
show that if the remaining period for which water treatment is needed is extended by a further 10 years, the provision would
increase by £6.0m.
Other
Other provisions comprise amounts payable in respect of known or probable costs resulting both from legal or other regulatory
requirements, workers’ compensation and medical claims, and from third-party claims. As the settlement of these matters is
subject to legal or other regulatory process, the timing of the associated outflows is uncertain but the majority of provisions are
expected to be utilised over the next two years. During 2025, the Group recognised net charges of £6.9m (2024: £7.3m) in the
Group Income Statement to provide for various medical benefits and other claims.
Other provisions includes amounts payable in respect of probable costs relating to the Group’s cost reduction programme of
£3.8m (2024: £2.6m).
The Group has considered the impact of climate change on provisions including decommissioning or environmental rehabilitation
Strategic report
Governance
Financial statements
197
Off-Balance Sheet Arrangements
In compliance with current reporting requirements, certain arrangements entered into by the Group in its normal course of
business are not reported in the Group Balance Sheet. Of such arrangements, the largest amounts are future lease payments
Contingent Liabilities
Related Parties
All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms.
Transactions between related parties that are Group subsidiaries are eliminated on consolidation.
The related parties identified by the Directors include joint ventures, associates and key management personnel. To enable users
of our financial statements to form a view on the effects of related party relationships on the Group, we disclose the related party
33.1
Transactions with joint ventures and associates
All transactions with joint ventures and associates are in the normal course of business. Transactions between the Group and
its joint ventures and associates are disclosed below:
2025 |
2024 |
|
£m |
£m |
|
Sales to joint ventures |
3.9 |
4.2 |
Purchases from joint ventures |
25.3 |
27.1 |
Dividends received |
0.9 |
0.7 |
Trade payables owed to joint ventures |
8.5 |
8.1 |
Trade receivables due from joint ventures |
0.9 |
1.0 |
Trade payables owed to joint ventures are settled net of trade receivables due from joint ventures 90 days after the delivery
of goods or services. There are no loans to and from joint ventures.
Transactions with key management personnel
The Group Executive Committee members, as outlined on page 76, are included in determining who qualifies as key management
personnel of the Group.
There have been no transactions with key management personnel of the Group or members of their close families, other than
payments in respect of executive remuneration and the reimbursement of business expenses. Directors’ remuneration is disclosed
33.3
Transactions with other related parties
There are no controlling shareholders of the Group as defined by IFRS.
Pension contributions to Group schemes are disclosed in Note 27 to the Group Financial Statements.
Events after the Balance Sheet date
Notes to the Group Financial Statements
continued
198
Vesuvius plc
Annual Report and Financial Statements 2025
Alternative Performance Measures (unaudited)
The Company uses a number of alternative performance measures (APMs) in addition to those reported in accordance with IFRS.
The Directors believe that these APMs, listed below, are important when assessing the financial and operating performance of the
Group and its divisions, providing management with key insights and metrics in support of the ongoing management of the
Group’s performance and cash flow. A number of these align with Key Performance Indicators (KPIs) and other key metrics used in
the business and therefore are considered useful to also disclose to the users of the financial statements. The following APMs do
not have a standard definition prescribed by IFRS and therefore may not be directly comparable with similar measures presented
by other companies. Adjusted measures, (previously disclosed as ‘Headline’ measures), are presented before items reported
separately on the face of the Group Income Statement.
35.1
Like-for-like measures
Like-for-like (‘LFL’) measures, (previously disclosed as ‘Underlying’ measures), are adjusted to exclude the effects of changes in
exchange rates and business acquisitions and disposals. Reconciliations of like-for-like revenue and like-for-like trading profit
(adjusted operating profit) can be found in the Financial Summary. Like-for-like revenue growth is one of the Group’s KPIs and
provides an important measure of organic growth of the business.
35.2
Return on sales (ROS)
ROS is calculated as trading profit (adjusted operating profit) divided by revenue. It is one of the Group’s KPIs and is used to assess
the operating performance of the business. ROS is disclosed in Note 4.2.
35.3
Trading profit (adjusted operating profit)
Trading profit (adjusted operating profit) is defined as operating profit before separately reported items. It is one of the Group’s
key performance indicators and is used to assess the trading performance of Group businesses.
35.4
Adjusted profit before tax
Adjusted profit before tax is calculated as trading profit (adjusted operating profit), plus the Group’s share of post-tax profit of
joint ventures and net finance costs associated with adjusted performance. It is used to assess the financial performance of the
Group as a whole.
35.5
Adjusted effective tax rate (ETR)
The Group’s adjusted ETR is calculated on the income tax costs associated with adjusted performance, divided by adjusted profit
before tax and before the Group’s share of post-tax profit of joint ventures and associates.
35.6
Adjusted earnings
Adjusted earnings is profit after tax before separately reported items attributable to owners of the Parent.
35.7
Adjusted earnings per share
Adjusted earnings per share is calculated by dividing adjusted earnings by the weighted average number of ordinary shares in
issue during the year. It is one of the Group’s key performance indicators and is used to assess the earnings performance of the
Group as a whole. It is also used as one of the targets against which the annual bonuses of certain employees are measured.
Adjusted earnings per share is disclosed in Note 6. Adjusted earnings per share is disclosed in Note 10.
35.
Alternative Performance Measures
continued
Strategic report
Governance
Financial statements
199
35.8
Adjusted operating cash flow
Adjusted operating cash flow is cash generated from operations before cash separately reported items, and after deducting
capital expenditure net of proceeds from asset disposals. It is used in calculating the Group’s cash conversion.
2025 | 2024 | ||
Note | £m | £m | |
Cash generated from operations | 11 | 173.4 | 216.7 |
Add: Outflows relating to restructuring charges | 0.4 | 1.0 | |
Add: Outflows relating to cost reduction programme expenses | 16.0 | 7.9 | |
Add: Outflows relating to acquisition and integration expenses | 2.6 | – | |
Add: Outflows relating to water treatment at disused mine | 0.7 | 0.8 | |
Less: Purchases of property, plant & equipment | (78.1) | (88.1) | |
Less: Purchases of intangible assets | (12.3) | (12.7) | |
Add: Proceeds from the sale of property, plant and equipment | 9.4 | 4.3 | |
Add: Proceeds from the sale of investments | 1.2 | – | |
Add: Proceeds from the sale of associates | – | 0.4 | |
Adjusted operating cash flow | 113.3 | 130.3 | |
Trading profit (adjusted operating profit) | 151.1 | 188.0 | |
Cash conversion | 75% | 69% |
35.9
Cash conversion
Cash conversion is calculated as adjusted operating cash flow divided by trading profit (adjusted operating profit). It is useful for
measuring the rate at which cash is generated from trading profit (adjusted operating profit). It is also used as one of the targets
against which the annual bonuses of certain employees are measured. The calculation of cash conversion is detailed in Note 35.8
above.
35.10 Free cash flow
Free cash flow is defined as net cash flow from operating activities after net outlays for the purchase and sale of property, plant
and equipment, dividends from joint ventures and dividends paid to non-controlling shareholders. It is one of the Group’s KPIs and
is used to assess the cash generation of the Group and is one of the measures used in monitoring the Group’s capital.
2025 | 2024 1 | |
£m | £m | |
Net cash inflow from operating activities | 116.6 | 155.7 |
Purchases of property, plant & equipment | (78.1) | (88.1) |
Purchases of intangible assets | (12.3) | (12.7) |
Proceeds from the sale of property, plant and equipment | 9.4 | 4.3 |
Proceeds from the sale of investments | 1.2 | – |
Proceeds from the sale of associates | – | 0.4 |
Dividends received from joint ventures | 0.9 | 0.7 |
Dividends paid to non-controlling shareholders | (1.7) | (2.5) |
Free cash flow | 36.0 | 57.8 |
1.
For the year ended 31 December 2024, Net cash inflow from operating activities (Interest paid) and Net cash outflow from financing activities (Payment of lease
liabilities (principal)) have been updated as a result of the reclassification of £3.0m for interest on lease liabilities to be consistent with its presentation in 2025.
Notes to the Group Financial Statements
continued
35.
Alternative Performance Measures
continued
200
Vesuvius plc
Annual Report and Financial Statements 2025
35.11 Trade working capital intensity
Trade working capital intensity is calculated as the percentage of average trade working capital balances to the total revenue for
the previous 12 months, at constant currency. Average trade working capital (comprising inventories, trade receivables and trade
payables) is calculated as the average of the 13 previous month-end balances. It is one of the Group’s key performance indicators
and is used to assess the control of working capital, which is a key variable component in achieving our ROIC target. It is also used
as one of the targets against which the annual bonuses of certain employees are measured.
2025 | 2024 | |
£m | £m | |
Average trade working capital | 424.0 | 416.5 |
Total revenue | 1,809.5 | 1,820.1 |
Trade working capital intensity | 23.4% | 22.9% |
35.12 Adjusted earnings before interest, tax, depreciation and amortisation (adjusted EBITDA)
Adjusted EBITDA is calculated as the total of trading profit (adjusted operating profit) before depreciation and amortisation of
non-acquired intangible assets. It is used in the calculation of the Group’s interest cover and net debt to adjusted EBITDA ratios.
A reconciliation of adjusted EBITDA is included in Note 4.2.
35.13 Net interest payable on borrowings
Net interest payable on borrowings is calculated as total interest payable on borrowings less finance income, excluding interest on
net retirement benefit obligations, adjustments to discounts and any item separately reported. It is used in the calculation of the
Group’s interest cover ratio.
2025 | 2024 | ||
Note | £m | £m | |
Total interest payable on borrowings | 8 | 22.4 | 23.3 |
Finance income | 8 | (7.0) | (9.7) |
Net interest payable on borrowings | 15.4 | 13.6 |
35.14 Interest cover
Interest cover is the ratio of adjusted EBITDA for the last 12 months to net interest payable on borrowings for the last 12 months.
It is one of the Group’s KPIs and is used to assess the profit available to service the Group’s interest costs. This measure is also a
component of the Group’s covenant calculations.
2025 | 2024 | ||
Note | £m | £m | |
Adjusted EBITDA | 4 | 216.9 | 250.2 |
Net interest payable on borrowings | 15.4 | 13.6 | |
Interest cover | 14.1x | 18.4x |
35.15 Net debt
Net debt comprises the net total of current and non-current interest-bearing borrowings (including IFRS 16 lease liabilities),
cash and short-term deposits and the fair value of derivative financial instruments. Net debt is a measure of the Group’s net
indebtedness to banks and other external financial institutions. A reconciliation of the movement in net debt is included in Note 13.
35.16 Net debt to adjusted EBITDA
Net debt to adjusted EBITDA is the ratio of net debt at the year-end to adjusted EBITDA for that year. It is one of the Group’s KPIs
and is used to assess the financial position of the Group and its ability to fund future growth and is one of the measures used in
monitoring the Group’s capital.
2025 | 2024 | ||
Note | £m | £m | |
Net debt | 13 | 452.4 | 329.2 |
Adjusted EBITDA | 4 | 216.9 | 250.2 |
Net debt to adjusted EBITDA | 2.1x | 1.3x |
On a pro-forma basis, adjusting for the EBITDA contribution from acquisitions made through the year, the balance sheet had a
debt leverage ratio of 2.0x (2024:1.3x).
35.
Alternative Performance Measures
continued
Strategic report
Governance
Financial statements
201
35.17 Return on invested capital (ROIC)
The Group has adopted ROIC as its key measure of return from the Group’s invested capital. It is also used as one of the targets
against which the annual bonuses of certain employees are measured. In March 2025, the Board re-defined ROIC for the purpose
of remuneration targets, to exclude the impact of goodwill and intangibles that arose on the acquisition of Foseco in 2008, as the
Remuneration Committee believes that this approach removes the distortive effects of that acquisition and provides a clearer
measure of management performance.
ROIC is calculated as trading profit (adjusted operating profit) less amortisation of acquired intangibles (excluding Foseco) plus
share of post-tax profit of joint ventures and associates for the previous 12 months after tax, divided by the average invested
capital. Invested capital is defined as total assets excluding cash and non-interest-bearing liabilities, less the goodwill and
intangibles that arose under IFRS 3 in respect of the Foseco acquisition in 2008. This is calculated as the average of the closing
balance sheet and opening balance sheet, at average foreign exchange rates.
2025 |
2024 |
|
£m |
£m |
|
Average invested capital |
1,623.0 |
1,556.2 |
Less: average Foseco goodwill and intangible assets |
(588.5) |
(609.5) |
Adjusted average invested capital |
1,034.5 |
946.7 |
Trading profit (adjusted operating profit) (Note 35.4) |
151.1 |
188.0 |
Amortisation of acquired intangible assets |
(10.6) |
(10.0) |
Share of post-tax profit from joint ventures and associates |
1.0 |
1.1 |
Tax on trading profit (adjusted operating profit) and amortisation of acquired intangible assets |
(38.6) |
(48.9) |
Return |
102.9 |
130.2 |
Add: amortisation of Foseco intangible assets |
8.7 |
8.7 |
Less: tax on amortisation of Foseco intangible assets |
(2.4) |
(2.4) |
Adjusted return |
109.2 |
136.5 |
ROIC |
6.3% |
8.4% |
ROIC excluding Foseco goodwill and intangible assets |
10.5% |
14.4% |
35.18 Constant currency
Figures presented at constant currency represent 2024 amounts retranslated at average 2025 exchange rates.
35.19 Liquidity
Liquidity is the Group’s cash and short-term deposits plus undrawn committed debt facilities less cash used as collateral on loans
and any gross up of cash in notional cash pools.
2025 |
2024 |
|
£m |
£m |
|
Cash |
190.6 |
186.4 |
Undrawn committed debt facilities |
195.5 |
202.5 |
Liquidity |
386.1 |
388.9 |
Vesuvius plc
Annual Report and Financial Statements 2025
202
Note
2025
total
£m
2024
total
£m
Fixed assets
Investments
7
1,778.0
1,778.0
Deferred tax
7.3
4.3
Total non-current assets
1,785.3
1,782.3
Current assets
Debtors – amounts falling due within one year
3.2
4.7
Cash at bank and in hand
0.2
–
Total current assets
3.4
4.7
Creditors – amounts falling due within one year
Bank loans and overdrafts
–
–
Other creditors
8
(748.4)
(686.3)
Net current liabilities
(745.0)
(681.6)
Total assets less current liabilities
1,040.3
1,100.7
Net assets
1,040.3
1,100.7
Equity capital and reserves
Called up share capital
9
25.5
26.4
Retained earnings
9
1,012.5
1,072.9
Other reserves
9
2.3
1.4
Total shareholders’ funds
1,040.3
1,100.7
Company number 8217766
Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own Income Statement.
During 2025, the Company recognised a profit of £29.3m (2024: £14.6m profit).
The Financial Statements on pages 202 to 209 were approved and authorised for issue by the Directors on 11 March 2026 and signed
on their behalf by:
Patrick André
Mark Collis
Chief Executive
Chief Financial Officer
Company Balance Sheet
As at 31 December 2025
203
Strategic report
Governance
Financial statements
Note
Called up
share
capital
£m
Other
reserves
£m
Retained
earnings
£m
Total
shareholders’
funds
£m
As at 1 January 2024
27.7
–
1,193.8
1,221.5
Total comprehensive income recognised for the year
–
–
14.6
14.6
Share-based payments charge
10
–
–
6.2
6.2
Share buyback
9
(1.3)
1.4
(63.5)
(63.4)
Purchase of ESOP shares
–
–
(17.1)
(17.1)
Dividend paid
6
–
–
(61.1)
(61.1)
As at 31 December 2024
26.4
1.4
1,072.9
1,100.7
As at 1 January 2025
26.4
1.4
1,072.9
1,100.7
Total comprehensive income recognised for the year
–
–
29.3
29.3
Share-based payments charge
10
–
–
3.0
3.0
Share buyback
9
(0.9)
0.9
(34.8)
(34.8)
Dividend paid
6
–
–
(57.9)
(57.9)
As at 31 December 2025
25.5
2.3
1,012.5
1,040.3
Company Statement of Changes in Equity
For the year ended 31 December 2025
Vesuvius plc
Annual Report and Financial Statements 2025
204
1.
Basis of Preparation
1.1
General information
Vesuvius plc (‘Vesuvius’ or ‘the Company’) is a public company limited by shares. It is incorporated and domiciled in England
and Wales, United Kingdom, and listed on the London Stock Exchange. The nature of the Company is a holding company.
The address of its registered office is 165 Fleet Street, London EC4A 2AE.
1.2
Basis of accounting
The financial statements of the Company have been prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (FRS 101) and the Companies Act 2006 as applicable to companies using FRS 101. The financial
statements have been prepared under the historical cost convention, with the exception of fair value measurement applied
to defined benefit pension plans, investments, share-based payments and derivative financial instruments.
The results of the Company are included in the preceding Group Financial Statements.
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 (IAS 1 para 10(d) and IAS 7)
–
Disclosures in respect of capital management and financial instruments (IAS 1 paras 134-136 and IFRS 7)
–
Disclosures in respect of related party transactions with wholly owned members of the Vesuvius plc Group (IAS 24)
–
Disclosures in respect of the compensation of key management personnel (IAS 24 para 17)
–
Disclosures in respect of share-based payments (details of the number and weighted average exercise prices of share options,
and how the fair value of goods or services received was determined) (IFRS 2 paras 45(b) and 46 to 52)
–
Disclosures in respect of fair value measurements (IFRS 13 paras 91-99)
–
IFRS 7 Financial instruments: Disclosures
–
The effects of new but not yet effective IFRSs (IAS 8 paras 30-31)
Under Section 408 of the Companies Act 2006, the Company is exempt from the requirement to present its own profit and
loss account.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these
financial statements.
1.3
Going concern
The Directors have a reasonable expectation that the Company have adequate resources to continue in operational existence
for a period of at least 12 months from the date of approval of these financial statements (disclosed in Note 1.4 to the Group
Financial Statements) and that there is no material uncertainty in respect of going concern. The net current liabilities result from
amounts owed to subsidiary undertakings, therefore the Directors do not believe that they will affect the Company’s ability to
continue in operational existence. Accordingly, they continue to adopt a going concern basis in preparing the financial statements
of the Company.
2.
Accounting policies
2.1
Taxation
Both current and deferred tax are calculated using tax rates and laws that have been enacted, or substantively enacted, by the
balance sheet date.
Deferred taxation is recognised, without discounting, in respect of all temporary differences that have originated, but not
reversed, at the balance sheet date, with the exception that deferred taxation assets are only recognised if it is considered more
likely than not that there will be suitable future profits from which the reversal of the underlying temporary differences can be
deducted. Provision is made for the tax that would arise on remittance of the retained earnings of overseas subsidiaries only to
the extent that, at the balance sheet date, dividends have been accrued as receivable. All other accounting policies are set out
within the respective notes.
2.2
Investments
Shares in subsidiaries, associates and joint ventures are stated at cost less any impairment in value. Impairment is assessed in
accordance with Note 2.6 to the Group Financial Statements.
2.3
Called up share capital, retained earnings and other reserves
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs. Where shares are
redeemed or purchased as part of a share buyback programme, a sum equal to the amount by which the Company’s share
capital is diminished on cancellation of the shares is transferred to the capital redemption reserve.
Notes to the Company Financial Statements
205
Strategic report
Governance
Financial statements
2.
Accounting policies
continued
2.4
Recognition of share-based payments
The Company operates an equity-settled share-based payment arrangement for its employees. Equity-settled share-based
payments are measured at fair value at the date of grant. For grants with market-based conditions attached to them, such as total
shareholder return, fair value is measured using a form of stochastic option pricing model. For grants with non-market-based
conditions, such as growth in return on invested capital (ROIC) and environmental, social and governance criteria (ESG), fair value
is measured using the Black-Scholes option pricing model. The fair value is expensed on a straight-line basis over the vesting
period with a corresponding increase in equity. The cumulative expense recognised is adjusted for the best estimate of the
shares that will eventually vest. The Company recharges its subsidiaries for the IFRS 2 expense relating to their employees on an
annual basis.
3.
Critical Accounting Judgements and Estimates
Impairment of investment in subsidiaries and other companies (estimate)
The Company assesses its investments in subsidiaries and other companies for impairment shortly before the Company’s
year-end or whenever events or changes in circumstances indicate that the recoverable amount of the investment could be less
than the carrying amount of the investment. If this is the case, the investment is considered to be impaired and is written down to its
recoverable amount. Estimation is required in the determination of the recoverable amount as the Company evaluates various
factors related to the operational and financial position of the relevant investee business, appropriate discounting and long-term
growth rates. The annual investment impairment test is described in Note 7.2 below.
4.
Employee Benefits Expense
2025
£m
2024
£m
Wages and salaries
3.1
3.1
Social security costs
0.4
0.6
Share-based payments
0.2
1.6
Total employee benefits expense
3.7
5.3
The total average number of employees for 2025 was 3 (2024: 3). As at 31 December 2025, the Company had 3 (2024: 3) employees.
Details of the Directors’ remuneration are disclosed in the Directors’ Remuneration Report on pages 97 to 124.
5.
Audit and Non-Audit Fees
Amounts payable to PricewaterhouseCoopers LLP in relation to audit and non-audit fees are disclosed within Note 5 to the Group
Financial Statements.
6.
Dividends paid to Equity Shareholders
2025
£m
2024
£m
Amounts recognised as dividends and paid to equity shareholders during the year
Final dividend for the year ended 31 December 2023 of 16.20p per ordinary share
–
42.7
Interim dividend for the year ended 31 December 2024 of 7.10p per ordinary share
–
18.4
Final dividend for the year ended 31 December 2024 of 16.40p per ordinary share
40.4
–
Interim dividend for the year ended 31 December 2025 of 7.10p per ordinary share
17.5
–
57.9
61.1
In addition to the above dividends, since year-end the Directors have recommended the payment of a final dividend of
16.5 pence (2024: 16.40 pence) per ordinary share (TDIM: VSVS and ISIN: GB00B82YXW83).
This is subject to approval by shareholders at the Company’s Annual General Meeting on 28 May 2026. If approved, the dividend is
expected to be paid on 6 July 2026 to holders of ordinary shares on the register on 29 May 2026. The ordinary shares will be
quoted ex-dividend on 28 May 2026. Any shareholder wishing to participate in the Vesuvius Dividend Reinvestment Plan needs to
have submitted their election to do so by 12 June 2026.
Vesuvius plc
Annual Report and Financial Statements 2025
206
7.
Investments
7.1
Analysis of investments
Shares in
subsidiaries
£m
As at 1 January 2025 and 31 December 2025
1,778.0
The subsidiaries, joint ventures and associates of Vesuvius plc, their country of incorporation and percentage ownership are set
out in Note 17 to the Group Financial Statements. With the exception of Vesuvius Holdings Limited, whose ordinary share capital
was directly held by Vesuvius plc, the ordinary share capital of the other companies was owned by a Vesuvius plc subsidiary as at
31 December 2025.
7.2
Impairment of investment in subsidiaries, associates and joint ventures
The Group carried out its investment impairment test as at 31 October 2025. The recoverable amount of the investment exceeded
its carrying value, therefore no impairment charges have been recognised. No further impairment indicators were identified up to
31 December 2025.
The cash flow predictions are based on financial budgets and strategic plans approved by the Board. These assume a level of
revenue and profits which are based on both past performance and expectations for future market development and take into
account the cyclicality of the business in which the Group operates. In assessing the cash flows of the Parent’s investment in its
subsidiaries, the amounts payable by the Parent to subsidiaries are also taken into account. A sensitivity analysis was carried out
using reasonably possible changes to the key assumptions set out in Note 16.1 to the Group Financial Statements. No impairment
was identified.
8.
Other Creditors
2025
£m
2024
£m
Amounts owed to subsidiary undertakings
745.5
683.8
Accruals and other creditors
2.9
2.5
Total amounts falling due within one year
748.4
686.3
Interest on the loan from another UK company within the Vesuvius Group, Vesuvius Holdings Limited, is charged at Bank of
England base rate +2% and the balance is repayable on demand.
9.
Called Up Share Capital, Retained Earnings and Other Reserves
9.1
Analysis of called up share capital
Allotted, issued and fully paid ordinary shares of 10p each
2025
2024
Number
m
Nominal
value
£m
Number
m
Nominal
value
£m
As at 1 January
264.5
26.4
277.9
27.7
Share buyback
(9.1)
(0.9)
(13.4)
(1.3)
As at 31 December
255.4
25.5
264.5
26.4
The allotted, issued and fully paid ordinary share capital of the Company as at 31 December 2025 was 255,442,891 shares of
£0.10 each (31 December 2024: 264,491,274 shares of £0.10 each).
7,271,174 (2024: 7,271,174) ordinary shares of £0.10 each were held in Treasury and therefore carry no right to receive dividends or
other distributions and have no voting rights.
The total number of ordinary shares as at 31 December 2025 with rights including voting at Shareholder Meetings of the
Company, distribution of dividends and repayment of capital was 248,171,717 (2024: 257,220,100). All shareholders enjoy the
same rights in relation to these shares. Included in this number at the respective dates are 1,974,099 (2024: 3,852,684) shares held
by the Vesuvius Group employee share ownership plan trust (ESOP) and the ESOP elects to waive the right to receive dividends on
its shareholding.
On 4 December 2023, the Company announced the commencement of a share buyback programme of up to £50 million.
This programme was completed on 22 August 2024. A total of 10,821,465 ordinary shares were purchased for a consideration
of £49.9m (excluding transaction costs). All ordinary shares were cancelled.
On 19 November 2024, the Company announced the commencement of a further share buyback programme of up to £50 million.
This programme was completed on 2 April 2025. A total of 12,220,715 ordinary shares were purchased for a consideration of
£50.0m (excluding transaction costs). All ordinary shares were cancelled.
The nominal value of share capital cancelled between 4 December 2023 and 31 December 2025 was £2.3m; this has been
credited to a capital redemption reserve which comprises Other Reserves in these financial statements.
Notes to the Company Financial Statements
continued
207
Strategic report
Governance
Financial statements
10. Share-based Payments
10.1
Profit and loss account recognition
The Company operates a number of different share-based payment schemes, the main features of which are detailed in the
Directors’ Remuneration Report and Note 28 to the Group Financial Statements. A total of £0.2m was charged to the profit and
loss account in the year with regard to share-based payments (2024: £1.6m).
10.2
Details of outstanding options
Number of outstanding awards
Awards
exercisable
as at
31 Dec
2025
Weighted
average
outstanding
contractual
life of
awards
years
Range of
exercise
prices
pence
As at
1 Jan 2025
Granted
Exercised
Forfeited/
lapsed
Expired
As at
31 Dec 2025
LTIP
1,489,465 370,867
(256,521)
(138,005)
nil 1,465,806
–
8.1
n/a
Weighted average
exercise price
nil
nil
nil
nil
nil
nil
–
n/a
Other plans
223,800
61,837
(75,207)
nil
nil
210,430
–
1.3
n/a
Weighted average
exercise price
nil
nil
nil
nil
nil
nil
–
n/a
For the awards exercised during 2025, the market value at the date of exercise ranged from 331.8 pence to 392.0 pence per share.
Number of outstanding awards
Awards
exercisable
as at
31 Dec
2024
Weighted
average
outstanding
contractual
life of
awards
years
Range of
exercise
prices
pence
As at
1 Jan 2024
Granted
Exercised
Forfeited/
lapsed
Expired
As at
31 Dec 2024
LTIP
1,257,157 516,532
(141,861) (142,363)
nil
1,489,465
–
8.4
n/a
Weighted average
exercise price
nil
nil
nil
nil
nil
nil
–
n/a
Other plans
144,816
88,414
(9,430)
nil
nil
223,800
–
1.3
n/a
Weighted average
exercise price
nil
nil
nil
nil
nil
nil
–
n/a
For options exercised during 2024, the market value at the date of exercise was 483.5 pence per share.
Details of market performance conditions are included in the Directors’ Remuneration Report.
As at 31 December 2025, the total options exercisable by all Group employees over the £0.10 ordinary shares and capable of
being satisfied through new allotments of shares or through shares held by the Company’s ESOP were as follows:
2025
Years of
award/grant
Option
prices
Latest year
of exercise/
vesting
Number
of options/
allocations
outstanding
Long-Term Incentive Plan
2023-2025
nil
2035
1,759,575
Deferred Share Bonus Plan
2023-2025
nil
2028
210,430
2024
Years of
award/grant
Option
prices
Latest year
of exercise/
vesting
Number
of options/
allocations
outstanding
Long-Term Incentive Plan
2022-2024
nil
2034
1,489,465
Deferred Share Bonus Plan
2022-2024
nil
2027
223,800
Vesuvius plc
Annual Report and Financial Statements 2025
208
10.
Recognition of Share-based Payments
continued
10.2
Details of outstanding options
continued
Fair value of options granted under the LTIP during the year:
2025
2024
ROIC/ESG
element
TSR element
ROIC/ESG
element
TSR element
Fair value of options granted
333.2p
155p
492p
292p
Share price on date of grant
333.2p
333.2p
492p
492p
Expected volatility
n/a
27.9%
n/a
29.2%
Risk-free interest rate
n/a
3.8%
n/a
4.1%
Exercise price (per share)
nil
nil
nil
nil
Expected term (years)
3
3
3
3
Expected dividend yield
nil
nil
nil
nil
For the LTIP awards, vesting of 40% of shares awarded is based on the Group’s three-year total shareholder return (TSR)
performance relative to that of the constituent companies of the FTSE 250 (excluding investment trusts) and vesting of the
remaining 60% of shares awarded is based on ROIC and ESG targets.
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the 2.8 years (2024: 2.8 years)
prior to the grant date for the April 2025 grant. The risk-free rate of return was assumed to be the yield to maturity on a UK fixed
gilt with the term to maturity equal to the expected life of the option. At the discretion of the Remuneration Committee, award
holders receive the value of dividends that would have been paid on their vested shares in the period between grant and vesting.
Accordingly, there is no discount to the valuation for dividends foregone during the vesting period.
Financial Guarantees
Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its Group,
the Company applies IFRS 9 Financial Instruments. At the balance sheet date there is nothing to recognise in the Company’s
Financial Statements. Guarantees provided by the Company as at 31 December 2025 in respect of the liabilities of its subsidiary
companies amounted to £558.0m (2024: £473.2m), which includes guarantees of $56.0m, €183.0m and £28.0m (2024: $116.0m,
€198.0m and £28.0m) in respect of US Private Placement Loan Notes; £327.0m (2024: £182.5m) in respect of drawings under
the syndicated bank facility; £1.2m (2024: £0.1m) in respect of guarantees issued to certain banks covering their exposure on
derivative contracts governed by ISDA agreements; and £0.7m (2024: £6.0m) in respect of overdraft facilities utilised by certain of
the Company’s subsidiary companies.
12. Contingent Liabilities
Vesuvius has extensive international operations and is subject to various legal and regulatory regimes, including those covering
taxation and environmental matters. Several of the Company’s subsidiaries are parties to legal proceedings, certain of which
are insured claims arising in the ordinary course of the operations of the company involved, and are aware of a number of issues
which are, or may be, the subject of dispute with tax authorities. Whilst the outcome of litigation and other disputes can never
be predicted with certainty, having regard to legal advice received and the insurance arrangements of the Company and its
subsidiaries, the Directors believe that none of these matters will, either individually or in the aggregate, have a materially
Notes to the Company Financial Statements
continued
209
Strategic report
Governance
Financial statements
13. Related Parties
All transactions with related parties are conducted on an arm’s-length basis and in accordance with normal business terms.
The Company has taken advantage of the exemption contained in FRS 101 and has therefore not disclosed transactions or
balances with wholly owned Company subsidiaries.
The related parties identified by the Directors include joint ventures, associates and key management personnel. To enable users
of our financial statements to form a view on the effects of related party relationships on the Company, we disclose the related
party relationship, irrespective of whether there have been transactions between the related parties.
Transactions with joint ventures and associates
All transactions with joint ventures and associates are in the normal course of business. Further details of joint ventures and
associates are included in Note 17 to the Group Financial Statements.
Transactions with key management personnel
There have been no transactions with key management personnel of the Company other than the Directors’ remuneration.
Directors’ remuneration is disclosed in the Annual Report on Directors’ Remuneration.
Transactions with other related parties
There are no controlling shareholders of the Company as defined by IFRS. There have been no material transactions with the
shareholders of the Company.
Pension contributions are disclosed in Note 27 to the Group Financial Statements.
Other than the parties disclosed above, the Company has no other material related parties.
Vesuvius plc
Annual Report and Financial Statements 2025
210
2025
2024
2023
2022
2021
Steel Division
Revenue
£m
1,342.6
1,343.8
1,400.0
1,496.4
1,171.5
Trading profit
£m
120.0
153.0
147.6
172.7
102.0
Return on sales
%
8.9
11.4
10.5
11.5
8.7
Employees: year-end
no.
8,608
9,028
9,228
8,719
8,323
Foundry Division
Revenue
£m
466.9
476.3
529.8
551.0
471.4
Trading profit
£m
31.1
35.0
52.8
54.5
40.4
Return on sales
%
6.7
7.4
10.0
9.9
8.6
Employees: year-end
no.
2,317
2,105
2,463
2,415
2,881
Five-Year Summary: Divisional Results from Continuing Operations (unaudited)
211
Strategic report
Governance
Financial statements
Enquiries
The Company’s share registrar is Equiniti who can be contacted
if you have any questions about your Vesuvius shareholding.
Equiniti Limited
Aspect House, Spencer Road
Lancing, West Sussex, BN99 6DA
United Kingdom
Telephone
*
: +44 (0)371 384 2335
Website: www.shareview.co.uk
For the hard of hearing, Equiniti can also be contacted using
the Relay UK website at www.relayuk.bt.com.
Any shareholder enquiries not related to the share register should
be sent by email to shareholder.information@vesuvius.com or
by letter to the Company Secretary at the registered office.
Registered Office and Group Head Office
Vesuvius plc
165 Fleet Street
London EC4A 2AE
United Kingdom
Telephone: +44 (0)20 7822 0000
Registered in England and Wales No. 8217766
LEI: 213800ORZ521W585SY02
Vesuvius Website
Shareholder and other information about the Company,
including details of the current and historical share price,
can be accessed on the Vesuvius website: www.vesuvius.com.
You can view the online Annual Report 2025 on the website.
Shareview and Electronic Communication
Equiniti’s website, www.shareview.co.uk, enables shareholders
to register online to view details of their shareholdings. To access
online information on your shareholding, you will require your
shareholder reference number, which can be found at the top
of your share certificate or on your dividend confirmation.
The Shareview website provides answers to frequently asked
questions and information useful for the management of
investments, including indicative share valuations and
dividend payment details.
Shareholders can register on Shareview to receive shareholder
communications electronically, including the Company’s Annual
Report and Financial Statements, rather than receiving them in
paper form. The registration process requires shareholders to
input their shareholder reference number. To receive shareholder
communications in electronic form, shareholders should select
‘email’ as their mailing preference. Once registered, shareholders
will receive an email notifying them each time a shareholder
communication has been published on the Vesuvius website.
Share Dealing Service
The Company’s shares can be traded through most banks,
building societies or stockbrokers. UK resident shareholders
can also buy and sell shares by telephone or online using
Equiniti’s Shareview dealing service.
Telephone 0345 603 7037 between 8.00 am and 4.30 pm on any
business day (excluding public holidays in England and Wales).
Website: www.shareview.co.uk/dealing
The shareholder reference number (at the top of your share
certificate or on your dividend confirmation) is required to use
the dealing service.
ShareGift
ShareGift, the charity share donation scheme, is a free service
for shareholders wishing to give shares to a wide range of UK
charitable causes. It is particularly useful for those shareholders
who may wish to dispose of a small quantity of shares in
a charitable way where the market value makes it uneconomic
to sell on a commission basis. Further information can be
obtained from ShareGift.
Telephone: +44 (0)20 7930 3737
Website: www.sharegift.org
Email: help@sharegift.org
Dividend Reinvestment Plan
Equiniti offers a dividend reinvestment plan through which
shareholders can use their Vesuvius cash dividends to buy
additional shares in Vesuvius. Further details, including
how to sign up and the terms and conditions of the plan,
are available from the Share Dividend Helpline.
Telephone
*
: 0371 384 2335
(or +44 371 384 2335 if calling from outside the UK)
Website: www.shareview.co.uk
Overseas Payment Service
Equiniti provides a dividend payment service in over 90 countries
that automatically converts dividend payments into local currency
and pays the funds into a shareholder’s bank account. Further
details, including an application form and the terms and
conditions of the service, are available from Equiniti.
Telephone
*
: +44 371 384 2335
Website: www.shareview.co.uk
By post: Equiniti, Aspect House, Spencer Road, Lancing,
West Sussex, BN99 6DA, United Kingdom
Please quote Overseas Payment Service, the Company’s name
and your shareholder reference number.
Financial Calendar
2026 Annual General Meeting
Thursday 28 May 2026
*
Lines are open Monday to Friday 8.30 am to 5.30 pm (excluding public holidays in England and Wales).
Shareholder Information (unaudited)
Vesuvius plc
Annual Report and Financial Statements 2025
212
Analysis of Ordinary Shareholders
As at 31 December 2025
Investor type
Total
Shareholdings
Private
Institutional
and other
1-1,000
1,001-
50,000
50,001-
500,000
500,001+
Number of holders
2,162
425
2,587
1,987
421
110
69
Percentage of holders
83.57%
16.43%
100%
76.81%
16.27%
4.25%
2.67%
Percentage of shares held
0.76%
99.24%
100%
0.10%
1.45%
6.58%
91.88%
Share Fraud – Spot the Warning Signs
Investment scams are designed to look like genuine investments.
Have you been…
–
Contacted out of the blue
–
Promised tempting returns and told the investment is safe
–
Called repeatedly
–
Told the offer is only available for a limited time?
If so, you might have been contacted by fraudsters.
How to Avoid Share Fraud
1. Reject cold calls
If you have been contacted by telephone, email or post, or via
a third party or at a seminar or exhibition, with an offer to buy
or sell shares, the chances are that it’s a high-risk investment
or a scam. You should treat any offer with extreme caution.
The safest thing to do is to ignore the approach and if you
were contacted by phone to hang up on the call.
2. Check if the firm is authorised by the Financial Conduct
Authority (FCA) and recorded on the Financial Services register
at register.fca.org.uk
The Financial Services Register is a public record of all the firms
and individuals in the financial services industry that are, or have
been, regulated by the Prudential Regulation Authority and/or
the FCA. If there are no contact details on the Register or if the firm
claims the Register is out of date, call the FCA Consumer Helpline
on 0800 111 6768.
If you’re dealing with an overseas firm, you should check with the
regulator in that country and also check the scam warnings from
foreign regulators.
3. Get impartial advice
Think about getting impartial financial advice before you hand
over any money. Seek advice from someone unconnected to the
firm that has approached you.
Reporting a Scam
If you suspect that you have been approached by fraudsters,
please tell the FCA Consumer Helpline by contacting them on
0800 111 6768 (or +44 20 7066 1000 from outside the UK) or by
using the share fraud reporting form at www.fca.org.uk/scams,
where you can find out more about investment scams. For calls
using next generation text relay, please call the FCA Consumer
Helpline on (18001) 0207 066 1000.
If you have lost money to investment fraud, you should report it
to Action Fraud on 0300 123 2040 (or +44 300 123 2040 from
outside the UK) or online at www.actionfraud.police.uk.
Find out more at www.fca.org.uk/scamsmart.
Identity Theft
We offer the following advice to shareholders on protecting their
personal information and Vesuvius shares:
–
Keep all Vesuvius correspondence in a safe place, or destroy
correspondence by shredding
–
When changing address, inform the registrar, Equiniti.
If a letter is received from Equiniti regarding a change of
address and there has been no change of address, contact
the registrar immediately using the contact information on
the previous page
–
Have your dividends paid directly into a bank or building
society account. This will reduce the risk of a cheque being
intercepted or lost in the post
–
On changing a bank or building society account, inform Equiniti
of the details of the new account and respond, as requested,
to any letters Equiniti send regarding this matter
Shareholder Information (unaudited)
continued
213
Strategic report
Governance
Financial statements
8D
Eight Disciplines: an eight-step methodology
to resolve customer, supplier and internal
quality issues
AGM
Annual General Meeting
BMC
Bayuquan Magnesium Co acquired in
October 2022 and now trading through
the legal entity Yingkou YingWei Magnesium
Co., Ltd
Capex
Capital expenditure
CE
Chief Executive
CFO
Chief Financial Officer
CG Statement
The Corporate Governance Statement
CO
2
Carbon dioxide
CO
2
e
Carbon dioxide equivalent
Code
The 2018 UK Corporate Governance Code
Company
Vesuvius plc
CORE Values
or Values
The Group’s key values of Courage,
Ownership, Respect and Energy
DRI
Direct Reduced Iron (DRI) is produced from
the direct reduction of iron ore (in the form
of lumps, pellets, or fines) into iron by a
reducing gas or elemental carbon produced
from natural gas or coal
DSBP
Deferred Share Bonus Plan
DTR
The Disclosure and Transparency Rules
of the UK Financial Conduct Authority
EAF
Electric Arc Furnace
EBITDA
Trading profit before depreciation
and amortisation of non-acquired
intangible charges
ECL
Expected credit loss
EEMEA
Eastern Europe, Middle East and Africa
EMEA
Europe, Middle East and Africa
EPS
Earnings per share
ESOP
Employee share ownership plan
EU
European Union
EU27
The 27 European Union countries
FRC
Financial Reporting Council
FRS
Financial Reporting Standards
FTSE 250
Equity index whose constituents are the
101st to 350th largest companies listed
on the London Stock Exchange in terms
of their market capitalisation
FX
Foreign exchange
GEC
Group Executive Committee
GHG
Greenhouse gas
Group
Vesuvius plc and its subsidiary companies
HeaTt
Vesuvius e-learning programme
HPDC
High Pressure Die Casting
IAS
International Accounting Standards
IFRS
International Financial Reporting Standards
JKANZ
Japan, Korea, Australia and New Zealand
KPI
Key Performance Indicator
LPDC
Low Pressure Die Casting
LTI
Lost time injury
LTIFR
Lost time injury frequency rate, a KPI
which calculates the number of LTIs
per million hours worked
Mechatronic
The integration of mechanical systems with
electronics and software to create more
functional and efficient products
and processes
Median
The middle number in a sorted list
of numbers
MTI
Medically treated injury
MTIFR
Medically treated injury frequency rate
PwC
PricewaterhouseCoopers LLP
NAFTA
Canada, Mexico and United States
Offshore Area
The area around the United Kingdom as
specified in the Accounts Regulations
Schedule 7, paragraph 15
Ordinary share
An ordinary share of 10 pence in the capital
of the Company
R&D
Research and development
Scope 1
emissions
CO
2
and CO
2
e emissions from fuels used in
our factories and offices, fugitive emissions
and non-fuel process emissions
Scope 2
emissions
CO
2
and CO
2
e from indirect emissions
resulting from the generation of
electricity, heat, steam and hot water
we purchase to supply our offices
and factories
Scope 3
emissions
All other indirect CO
2
and CO
2
e emissions
that occur in the Company’s value chain
Senior
Leadership
Group
The Group Executive Committee plus
the most senior Vesuvius managers
worldwide. This group comprises between
140 and 170 members
Share buyback
Share buyback programmes announced on
4 December 2023 and 19 November 2024
to return £50m per programme of surplus
cash to shareholders
TSR
Total shareholder return
UK GAAP
UK Generally Accepted
Accounting Principles
UN
United Nations
UN SDGs
United Nations Sustainable
Development Goals
Universal
Refractories
The trade and assets of Universal
Refractories, Inc. acquired in December 2021
and now trading through the legal entity
Vesuvius Penn Corporation
USMCA
United States, Mexico and Canada
VISO
Vesuvius Isostatic
VSP
Vesuvius Share Plan
Glossary
Vesuvius plc
Annual Report and Financial Statements 2025
214
Forward-looking statements
This Annual Report contains certain forward-looking statements which
may include reference to one or more of the following: with respect to
operations, strategy, performance, financial condition, financing plans,
cash flows, capital and other expenditures and growth opportunities of
the Vesuvius Group. Forward-looking statements can be identified by
the use of terminology such as ‘target’, ‘intend’, ‘aim’, ‘project’, ‘anticipate’,
‘estimate’, ‘plan’, ‘believe’, ‘expect’, ‘forecasts’, ‘may’, ‘could’, ‘should’, ‘will’
or similar words.
Although the Company makes such statements based on assumptions
that it believes to be reasonable, by their nature, these statements
involve uncertainty and are based on assumptions and involve risks,
uncertainties and other factors that could cause actual results
and developments to differ materially from those implied by the
forward-looking statements anticipated.
Such forward-looking statements should, therefore, be considered in
light of various important factors that could cause actual results to differ
materially from estimates or projections contained in the forward-
looking statements.
The forward-looking statements reflect knowledge and information
available at the date of preparation of this Annual Report and, other
than in accordance with its legal and regulatory obligations, the
Company undertakes no obligation to update these forward-looking
statements. Nothing in this Annual Report should be construed
as a profit forecast or a guarantee of the Vesuvius Group’s
future performance.
215
Strategic report
Governance
Financial statements
Designed and produced by
Friend
www.friendstudio.com
Print: Pureprint Group
Printed by a CarbonNeutral® company with an Environmental
Management System certified to ISO 14001. This document is printed on
paper using wood fibre from well-managed, FSC®-certified forests and
other controlled sources.
100% of the inks used are HP Indigo ElectroInk which complies with RoHS
legislation and meets the chemical requirements of the Nordic Ecolabel
(Nordic Swan) for printing companies, and 100% of any waste associated
with this production has been recycled or diverted from landfill.
The paper is Carbon Balanced with World Land Trust, an international
conservation charity, who offset carbon emissions through the purchase
and preservation of high conservation value land. Through protecting
standing forests, under threat of clearance, carbon is locked-in that would
otherwise be released.
The imagery included in this Annual Report aims to capture
the many different aspects of Vesuvius and our team around
the world. The photographer Samuel Dhote shot most of these
images. www.samueldhote.com
CBP029867
Vesuvius plc
165 Fleet Street
London
EC4A 2AE
T +44 (0)20 7822 0000
www.vesuvius.com
Visit our online Annual Report at
report2025.vesuvius.com