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TT ELECTRONICS PLC
ANNUAL REPORT & ACCOUNTS 2025
To engineer and
manufacture electronic
solutions that enable
a safer, healthier and
more sustainable world.
We design custom technology solutions that facilitate smaller,
lighter, and more energy-efficient products used in performance
critical applications. Our global manufacturing capability provides
solutions for customers in highly regulated markets, from new
product introduction to full scale production of complex systems.
Read this Annual Report online
www.ttelectronics.com/investors/annual-report/
IN THIS ANNUAL REPORT
STRATEGIC REPORT
In this Annual Report IFC
Who we are 1
Our products and markets 2
Chair’s statement 4
Our business model 6
CEO review 7
CFO review 10
Our KPIs 17
Our people, communities and environment 19
Task Force on Climate-related Financial Disclosures 26
Stakeholder engagement and S172 Statement 35
Risk management 38
Principal risks and uncertainties 41
Viability statement and Going concern 44
GOVERNANCE AND DIRECTORS’ REPORT
Governance at a glance 45
Board of Directors 47
Chair’s introduction to governance 49
Leadership and Company purpose 53
Nominations Committee report 58
Audit Committee report 63
Remuneration Committee report 68
2025 Executive remuneration at a glance 72
Remuneration Policy report 76
Annual report on remuneration 85
Other statutory disclosures 95
Statement of Directors’ responsibilities 97
FINANCIAL STATEMENTS
Independent auditor’s report 99
Consolidated income statement 111
Consolidated statement of comprehensive income 111
Consolidated statement of financial position 112
Consolidated statement of changes in equity 113
Consolidated statement of cash flows 114
Notes to the Consolidated financial statements 115
Company statement of financial position 149
Company statement of changes in equity 149
Notes to the Company financial statements 150
Reconciliation of KPIs and non IFRS measures 155
Shareholder information 161
WELCOME
Chair’s statement
The Board is pleased with operational and strategic
progress in the year under our new CEO.
Read moreon page 4
CEO review of the year
2025 has been a year of transition for TT Electronics.
We took decisive actions to address operational
challenges, strengthen accountability and restore
control across the business, resulting in a materially
improved performance in the second half.
Read moreon page 7
Our people, communities
and environment
Our culture is strong and we have continued to make
progress on our environmental agenda during the
year.
Read more on page 19
Governance
During a year of executive leadership transition and
renewed external interest in the Group the Board has
continued to drive high standards of governance.
Read moreon page 45
Our Purpose
EUROPE
Power and Components
Locations (UK)
Abercynon, Barnstaple, Bedlington,
Eastleigh, Fairford, Manchester,
Nottingham,Sheffield, Woking
INSIDE TT ELECTRONICS
CUSTOMERS
Our customers range from global multi-
nationals to innovative start-ups operating in
the healthcare, aerospace, defence, automation,
electrification, electronics and energy sectors.
We aim to work as part of the customer’s team,
driving solutions, and with our products and
services integral to customers’ designs and the
lifecycle of their products.
OUR PEOPLE AND CULTURE
TT truly is a people business. The passion,
expertise and values of our people drive our
success. Our culture gives us a competitive
advantage, making us a great company to work
for and with, enabling us to attract and retain
talented people, grow productivity, build strong
partnerships and deliver for our customers.
SUSTAINABILITY
We aim to positively impact the world by
enhancing sustainability through our products,
business practices, employee care, community
engagement, and environmental responsibility.
REVENUE
£481. 4m
2024: £521.1m
ORGANIC REVENUE
GROWTH
1
(3)%
2024: (5)%
ADJUSTED OPERATING
PROFIT MARGIN
1
7.7%
2024: 7.1%
STATUTORY OPERATING
PROFIT MARGIN
(5.9)%
2024: (4.5)%
CASH CONVERSION
1
150%
2024: 117%
RETURN ON INVESTED
CAPITAL
1
13.3%
2024: 10.0%
LEVERAGE
1.1x
2024: 1.8x
WHO WE ARE
NORTH AMERICA
Power, Electronic Manufacturing
Services (“EMS”) and Components
Locations
Boston, Cleveland, Denver,
Juarez, Kansas City, Mexicali,
Minneapolis
ASIA
Power and EMS
Locations
Kuantan (Malaysia), Singapore,
Suzhou (China)
OUR REGIONS
30%
Group revenue
36%
Group revenue
34%
Group revenue
1 Our KPIs include a number of Alternative Performance Measures
(“APMs”) which have been adopted by the Directors to provide further
information on underlying trends and the performance and position
of the Group. Details of these APMs and a reconciliation to statutory
measures can be found on pages 155 to 159.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 1
INSIDE TT ELECTRONICS CONTINUED
OUR
PRODUCTS
AND
MARKETS
CAPABILITIES
We deliver engineered electronics that
helpcustomers meet performance-critical
requirements. From custom components to
complex assemblies, we design, engineer and
manufacture vertically integrated solutions
tailored to highly regulated markets.
MARKETS
POWER MANAGEMENT AND CONVERSION
Power converters, power supplies, power control,
inverters, auto transformer rectifier units (“ATRUs”),
microelectronics, power supplies
PRINTED CIRCUIT BOARD ASSEMBLY (“PCBA”)
Complex printed circuit board assembly and test
COMPLEX ELECTRONIC ASSEMBLIES
Manufacture and integration of complete electronic
assemblies, power systems and control cabinets
ELECTROMAGNETICS
Custom electromagnetics components,
transformers and inductors
CABLE AND INTERCONNECT
Rugged cable harness and assembly. Interconnect
solutions
PASSIVE COMPONENTS
Resistors, potentiometers, encoders, trimmers
SENSORS
Optoelectronics, temperature, pressure
and flow sensor technologies for control and
signalconditioning
HEALTHCARE
We deliver high-reliability electronic products and manufacturing solutions that
enable healthcare innovation. From supporting the digital transformation of
medical and life sciences equipment to enabling precision surgical procedures
through advanced miniature sensing technologies, our solutions are designed
to perform in demanding clinical environments and align with the rigorous
standards of next-generation healthcare systems.
Applications
– Direct patient care and monitoring
– MRI machines
– CT scanners
– Defibrillators
– Surgical robotics
– Implantable devices
– Laboratory and life sciences
– Home healthcare
Market growth drivers
– Structural demographic trends including population growth, ageing societies,
and rising life expectancy, combined with advances in diagnostics and
therapeutic innovation, are driving long-term growth in healthcare demand
and technology adoption
– Digital and connected healthcare driving demand for high-reliability
electronics in patient monitoring, diagnostics, and home
healthcareequipment
– Shift to minimally invasive and precision procedures increasing adoption
ofminiaturised sensors and advanced electronic subsystems
– Rapid growth of surgical robotics and navigation expanding demand for
high-performance electronics, sensing and control systems
– Rising use of implantable and long-life medical devices requiring ultra-
reliable, low-power, miniaturised electronics
– AI-driven lab automation and predictive analytics (e.g., mass spectrometry,
chromatography, clinical analysers) are accelerating demand for scalable,
high-precision electronics that enable real-time data processing, intelligent
instrument control, and higher throughput
– Geopolitical uncertainty is increasing demand for regional manufacturing
capability and localised supply chains
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 20252
INSIDE TT ELECTRONICS CONTINUED
MARKETS CONTINUED
AEROSPACE & DEFENCE
We provide high-reliability solutions that enable the next generation of aerospace
and defence technologies across land, air, and sea platforms. As a trusted
partner to the sector, we deliver tailored, mission-critical solutions that support
evolving operational demands, from power and propulsion systems to advanced
control architectures and secure, high-performance communications.
Applications
– Avionics, flight controls and landing gear
– Engine controls and fuel systems
– Electric propulsion
– Aircraft interior signage and lighting
– Precision guidance, communication and navigation systems
– Communication, command and control
Market growth drivers
– Rising defence spend is driving sustained demand for advanced electronics
across global military platforms
– Modernisation programmes leveraging technology advancement
(AI, sensors, autonomous systems) increasing demand for compact,
resilient, mission-critical electronics
– Shift to network-centric operations accelerating adoption of secure, high-
performance communications and C2 (command and control) electronics
– Miniaturisation and digitalisation improving performance, reliability, and
lifecycle efficiency of electronic systems
– More-electric aircraft architectures requiring high-power, high-density
converters, inverters, and control systems, and greater focus on efficiency
and thermal management
AUTOMATION & ELECTRIFICATION
Our solutions for automation and electrification enhance performance, improve
efficiency and support dependable operation across a broad range of industrial
and infrastructure applications, from factory automation to EV charging and smart
energy systems. As systems become more sophisticated, digitally enabled and
power-intensive, the continued adoption of advanced technologies, supported by
government policy and evolving market demand, is driving productivity gains and
resilience across the industrial ecosystem.
Applications
– Semiconductor manufacturing
– Industrial robotics and automation
– Electric vehicle infrastructure
– Renewable energy generation
– Power and energy management
– Rail communication and signalling
– Data centre power
Market growth drivers
– Rapid expansion of data centres and cloud infrastructure driving demand
forhigh-reliability power distribution, energy management and thermal
control electronics
– Industrial automation and robotics growth increasing need for precision
control, sensing and motion electronics
– Digital transformation driving adoption of rugged industrial computing
and real-time machine control systems
– Energy efficiency and decarbonisation accelerating high-efficiency power
conversion and thermal management solutions
– Electrification of transport and infrastructure driving demand for high-power
electronics and energy management
– Industrial internet of things (“IIoT”) connectivity and cybersecurity expanding
demand for secure communication and networked industrial electronics
– Geopolitical pressures and policies, such as the CHIPS Act, are expanding
semiconductor manufacturing capacity while increasing equipment
complexity, boosting demand for advanced, high-reliability electronics
Read more about
innovation in our
markets in the CEO
review onpage9
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 3
BUSINESS PERFORMANCE
Whilst conditions in some of our markets continue to be challenging in North America and Asia,
actions taken in the year are expected to support better performance as the environment stabilises.
Business was strong in Europe, driven by good momentum in Aerospace & Defence markets,
underpinning future growth and margin quality. Adjusted operating profit margin returned to
recentlevels at 7.7% with adjusted operating profit of £37.2 million (statutory operating loss of £28.2
million). Cash conversion was much improved at 150%, elevated predominantly byinventory
reduction, a key management focus.
We also made good progress with our strategic actions to close the Plano facility and undertake a
review of the Components business. We have assessed a number of options for this business,
including a potential disposal and it continues to be managed separately for enhanced focus and
oversight. The turnaround at our Cleveland site is underway. Productivity is improving and various
financial and operational initiatives have begun to support a return to profitability at the site in the
medium term.
Under the guidance of our new CEO, Eric Lakin, we have implemented additional strategic
workstreams to support the long-term ambitions of the Group that build on our core engineering
and manufacturing capabilities. These are aimed at improving our horizon scanning, evaluating
and planning for strategic risks, operational execution, strengthening margins, and delivering
sustainable cash generation.
APPOINTMENT OF CEO AND INTERIM CFO
Eric Lakin joined the Group at the beginning of 2025 as CFO Designate and was appointed acting
CEO on the departure of Peter France in April. After a robust process to assess other potential
CEO candidates, the Board appointed Eric as CEO in August. We are very pleased with the changes
made under his leadership.
Given the CEO change, the Board felt it important to make a prompt appointment to the CFO role
and duly appointed Richard Webb as Interim CFO in May. Richard was previously Group CFO at
Ultra Electronics and has a strong track record of driving organic growth, change initiatives and
cost efficiencies.
NEW NON-EXECUTIVE DIRECTOR
We were delighted to also welcome Karina Rigby to the Board in October. Karina brings additional
international experience as well as skills in manufacturing, operational excellence and business
transformation from her career at Eaton Corporation. Alison Wood stepped down as Non-executive
Director and Chair of the Remuneration Committee at the 2025 AGM after nine years of service.
OPERATIONAL
TURNAROUND
2025 KEY HIGHLIGHTS
– In a transitional year for the Group,
actions taken to address operational
challenges and strengthen
accountability supported improved
second-half performance.
– Strong cash generation and a
significantly strengthened balance
sheet, with improved organic
profitability reflecting:
• Strong performance in Europe
driven by momentum in
Aerospace & Defence.
• Actions taken to address
underperformance in North
America resulted in a significant
improvement in regional
performance in 2025.
• Asia impacted by softer Electronic
Manufacturing Services (“EMS”)
demand and customer transfer
activity, with the region better
positioned operationally
entering 2026.
– Significant operational progress,
including ceasing production
at the Plano site, continued
improvement at Cleveland
facility and completion of
the Components strategic review.
– Book to bill ratio has improved to
109% (2024: 102%), reflecting an
improvement in order intake
relativetorevenue compared to
theprevious year.
After a difficult period for TT, the
Board was pleased to see operational
turnaround in 2025 and financial
performance improving in the
second half of the year.”
Warren Tucker
Chair
CHAIR’S STATEMENT
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 20254
RECOMMENDED OFFER FOR THE COMPANY
In October 2025 the Board unanimously decided
to recommend to shareholders an Offer from Cicor
Technologies Ltd for the Company. This followed a
number of unsolicited proposals which were rejected.
The rationale for this decision was outlined in our
announcement of 30 October 2025, namely that
the combination of the businesses was in the best
interests of stakeholders and that the Offer would
deliver accelerated value for shareholders. The
recommendation followed extensive advice from
financial advisers and engagement with shareholders.
A revised and final Offer from Cicor was announced
on 18 November 2025.
Given the value of the Offer, the Board submitted
the proposed acquisition to TT shareholders for
consideration. At a shareholder meeting on 7 January
2026, votes in favour of the Scheme did not meet
the required threshold and, as a result, the acquisition
did not proceed.
I would like to thank shareholders for their valuable
consultation input and support around the Offer.
CHAIR TRANSITION
Following the vote, it was clear to me that TT is at an
inflection point, and I advised the Board of my decision
to step down as Chair having served two three-year
terms. The Board asked that I remain as Chair until the
2026 AGM in May in order to identify a successor.
It has been enjoyable and quite an experience to serve
as Chair of TT for the last six years. It is a great
company with a bright future ahead. I thank all Board
members, past and present, that have served
alongside me over this period. Their wise counsel,
enthusiasm and commitment to the success of the
business have been most appreciated.
I would also like to thank the wonderful team of people
across the world that call TT home. They have
maintained focus on the needs of the business and our
customers throughout the Offer period and delivered
a significantly improved performance over the year.
DIVIDEND AND OUTLOOK
Dividends remain an important component of the
Group’s capital allocation framework, balanced with
debt reduction and strategic growth investment
to build a financially robust business capable of
supporting shareholder returns over time. No dividend
will be paid in respect of 2025; however, the Board
recognises the importance of dividends to
shareholders and will keep the position under review
as performance and leverage improve.
Entering 2026, the Board is confident that the Group
is better positioned to manage current market
conditions and make further progress on execution
and commercial effectiveness.
Warren Tucker
Chair
24 March 2026
CHAIR’S STATEMENT CONTINUED
It has been enjoyable and
quite an experience to
serve as Chair of TT for
the last six years. It is a
great company with a
bright future ahead.”
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 5
KEY FEATURES OF OUR MARKETS
LIFECYCLE SUPPORT
Read more in Our products
and markets on page 2
Performance
critical
R&D
Size, Weight, Efficiency and Cost
Engineering
Collaboration
Manufacturing
Design
Testing
High complexity Significant market regulation Requiring customisation
for specific applications
OUR BUSINESS MODEL
SOLID PLATFORM
VALUE CREATION
Solid platform for value
creation for all stakeholders.
Customers and suppliers
– Innovation: R&D spend
3.8% of revenue
– Voice of Customer
integration
– Fair treatment of suppliers
Our people
– Strong culture
– Recordable Incident Rate in
line with industry average
– Equality, Diversity &
Inclusion (“ED&I”) work
Communities
– STEM partnerships
– Fundraising and
volunteering
Environmental
– Enabling smaller, lighter,
more efficient products
– Targeting Net Zero Scope 1
& 2 by 2030
Shareholders
– Improved performance in
2025 and strengthened
platform for growth
Our differentiated offer and long-term collaboration with our customers on
innovation, design and product delivery creates value for all our stakeholders.
Read about stakeholders
on page 35
ASSETS/EXPERTISE
EMBEDDED IN PRODUCT LIFECYCLES THROUGH
LONG-TERM COLLABORATION WITH CUSTOMERS
Engineering and
manufacturing capability
– Deep domain knowledge
– Years of embedded
experience and skills
– Strength in smaller, lighter,
energy-efficient solutions
– Low volume, high mix ability
Innovation/development
proficiency
– R&D, IP and specialist
product development skills
– Agility in products to market
– Experience in complex
regulatory approvals
Global footprint
– Locations in Europe,
NorthAmerica and Asia,
enabling customer
proximityworldwide
Customer relationships/
access
– Customer credibility and
long-term value creating
partnerships
– Business development
organisation to maximise
opportunities
People and culture
– Talented, passionate and
service-driven experts
Product development End of lifeProduct maturity
Aerospace & Defence 0-5 yrs
Healthcare 0-5 yrs
Automation & Electrification 0-2 yrs
30-50 yrs
15-30 yrs
5-10 yrs
3-30 yrs
3-15 yrs
1-5 yrs
Key
Engineering effort
Sales volume/revenue
Potential engineering opportunity
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 20256
INTRODUCTION
2025 was a transitional year for TT Electronics, during
which important strategic progress was made against
a backdrop of continued market uncertainty,
leadership transition and a period of increased
corporate activity. The approach by Cicor in the
second half of the year demonstrates the perceived
value of the business in our market. Throughout this
period, the business remained focused on meeting
customer needs, delivering on its objectives and
building a foundation for future growth.
As outlined at the half year, strong performance
in Europe, driven by Aerospace & Defence (“A&D”)
markets, was offset by challenges in parts of North
America and softer demand in certain Electronic
Manufacturing Services (“EMS”) end markets, as
anticipated. Actions taken in the first half contributed
to the improved performance in the second half,
putting the Group on much stronger footing as
we enter 2026.
OPERATIONAL PROGRESS
In North America, we made significant progress
in addressing the site-specific operational issues
highlighted earlier in the year. At our Cleveland facility,
the deployment of specialist operational support,
together with strengthened site leadership and tighter
operational controls, led to improvements in
productivity, yield, rework, customer service and cost
performance. Losses reduced materially through the
year, and performance improved in the second half,
positioning the site for a return to profitability in the
medium term.
At our Plano site production ceased at the end of the
year with final product testing and customer deliveries
currently being completed and production equipment
from the site now divested. The site made a positive
contribution to adjusted group profit of £1.2 million
in the year as a result of the last-time-buy profit
contribution of c.£3.5 million in H2. Across North
America overall, adjusted operating profit improved
to £1.2 million, compared with a loss of £2.7 million
in 2024.
YEAR OF
TRANSITION
2025 was a year of transition for
TTElectronics, and I am pleased to
report an improved financial position
of the Group in my first set of annual
results as Chief Executive Officer.
During the year, we addressed
operational challenges,
strengthened accountability and
restored control across the business,
resulting in a materially improved
performance in the second half.
We enter the new financial year
with a clearer strategic direction
and a stronger platform for growth,
underpinned by our four priorities of
divisional realignment, cost reduction,
sales transformation and portfolio
optimisation. Whilst we are mindful
of the current elevated geopolitical
uncertainty, we remain confident in
our ability to deliver further operational
and financial progress.”
Eric Lakin
CEO
CHIEF EXECUTIVE OFFICER’S REVIEW
In addition, we completed the transfer of some
production from our Suzhou site in China to our facility
in Kuantan, Malaysia, in response to a major customer
requirement to diversify its supply chain. This complex
transfer included both EMS and cable harness
programmes and required close collaboration with the
customer to ensure continuity of supply. The
successful execution of this project demonstrates our
ability to support customers as they adapt to changing
geopolitical and regulatory environments.
Kuantan is now positioned to support higher
production volumes for this customer and others as
supply chains continue to regionalise. Suzhou remains
an important part of our Asia footprint, focused on
supporting local and regional customers as well as
new programme opportunities, and continues to play
akey role in our Asia-for-Asia manufacturing strategy.
This customer transfer activity and softer EMS
demand meant Asia’s adjusted operating profit
reduced by 24% year-on-year, but enters 2026 on
stronger operational footing having completed the
production transfer.
Performance in Europe was particularly encouraging,
underpinned by sustained demand in A&D and strong
execution across the region. Adjusted operating profit
increased by 17% in Europe, delivering a Group-leading
margin of 15.3%, reflecting improved operational
leverage and programme mix. The region secured
several significant long-term programme awards
during the year, including new contracts supporting
European defence platforms and next-generation
aerospace applications, reinforcing our position
as a trusted supplier on mission-critical systems.
Performance in Europe
was particularly
encouraging, underpinned
by sustained demand
inA&D and strong
execution across
theregion.”
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 7
STRATEGIC PRIORITIES
Renewed organisational focus
Over the year we strengthened the Group’s leadership
and governance arrangements. We established a
clearer Executive Committee structure, clarified
accountability at site and regional level and improved
operational oversight across the business, which has
been central to the progress made in 2025 and to
support ongoing execution going into 2026.
Throughout the period of corporate activity in the
second half of the year, management remained
focused on the business, our customers and
underlying performance. The Board also used this
period to review the Group’s organisational structure
and cost base, reinforcing the focus on operational
discipline and performance improvement and creating
renewed momentum behind the Group’s strategic and
operational priorities.
Strategic assessment of Components business
As announced at the half year, we undertook a
strategic assessment of our Components activities
across all four active sites. This work considered the
strategic positioning of the business within the Group’s
broader portfolio and its long-term role within
TTElectronics.
During 2025, the business was under separate
management oversight to ensure appropriate focus
and oversight while the assessment was completed.
This structure contributed to improved operational
performance in the second half.
Following completion of the assessment, the Board
is evaluating a range of strategic options for the
Components business, including a potential disposal,
with any decision to be guided by value and prevailing
market conditions.
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
Following actions taken during 2025, the Group
is aligned around a clear set of strategic priorities
focused on improving execution, strengthening
margins, and delivering sustainable free cash
flow. Our approach is centred on disciplined
implementation while building on the Group’s
core engineering and manufacturing capabilities.
Our four strategic priorities are set out below.
DIVISIONAL REALIGNMENT
We are reorganising the Group during 2026 to
better align our structure with our customers,
end markets, products and capabilities. This will
involve moving from the current regional
structure towards clearer alignment around
Power, EMS and Components. This approach
better reflects how the Group operates and will
improve collaboration across sites, support more
effective deployment of resources and align more
closely with how customers engage with the
Group.
SALES TRANSFORMATION
Strengthening business development and
commercial execution is a key priority as we
enter 2026.
During 2025, we began implementing a sales
transformation programme focused on people,
tools and processes, aimed at improving pipeline
visibility, order intake and pricing discipline. This
has been supported by investing in the business
development team, enhanced use of CRM, clearer
sales accountability and a renewed drive for new
customers and business opportunities. Initial
benefits are being seen with a significant
improvement in order intake in H2 compared to
H1, driven in part by strength in the A&D market.
The programme remains focused on
strengthening performance across the Group,
particularly within EMS in North America and Asia.
COST REDUCTION
In addition to ongoing continuous improvement
activity, we are implementing a targeted cost
reduction programme to simplify the Group’s cost
base and support a leaner operating model. This is
focused on reducing structural overheads,
devolving greater responsibility to operating sites
and improving efficiency, while maintaining the
engineering, manufacturing and customer service
capabilities required to support our core markets.
We expect the programme to deliver a benefit
of approximately £3.0 million in 2026, net of
contingencies and implementation costs. Over
the medium term, we expect the annualised
benefit to increase to double this level as the
programme is fully implemented.
PORTFOLIO OPTIMISATION
We continue to review the Group’s portfolio on
an ongoing basis to ensure it remains aligned
with our strategic priorities and areas of
competitive advantage. This includes maintaining
a disciplined, value-led approach to any potential
disposals, including the Components business,
as well as considering selective bolt-on
opportunities that enhance capability, technology
or market access in our core sectors. Disciplined
capital allocation will remain an important
element of the Group’s longer-term objective
of improving margin quality and strengthening
returns, including consideration of future
shareholder distributions as performance and
leverage allow.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 20258
Investing in innovation
Engineering is key to our competitive advantage
and customer value proposition. We are committed
to investing in technology, products and capability,
especially in power electronics, value-added EMS and
specialist components. During the year, we launched
several products and reached key development
milestones including:
– AX-FORCE – a family of smarter, more efficient,
flexible power conversion and control solutions for
harsh environments in the A&D market. This is
addressing rapidly growing demand in electrification
of systems and platforms and positions TT with
world class, differentiated technology.
– Delivered bespoke power conditioning units
designed and developed by TT for an ultra-long
range business jet programme, now undergoing
flight qualification. This reinforces our position as
a trusted supplier for high-performance aviation
platforms.
– Expanded capability to manufacture high-power
transformers for classified military applications,
establishing significant new capability and creating
a foundation that can be applied to broader high-
growth sectors such as data centre and energy
infrastructure.
– Developed manufacturing process capability
for high power density Silicon Carbide (SiC) power
modules utilising silver sintering technology, with
delivery of first prototype modules to a major
aerospace customer.
– Leverage of our global engineering resources
to support a new customer’s nearshoring strategy,
establishing local manufacturing and NPI capability
with rapid execution.
– Expansion of our system integration offering to
include advanced precision-machined components,
supporting complex assembly and testing for
a global life sciences instrument OEM.
FINANCIAL PROGRESS
For the year ended 31 December 2025, Group revenue
was £481.4 million (2024: £521.1 million), a 7.6%
decline on a statutory basis and 2.7% decline on an
organic basis compared with the prior year. This
reflected continued strength in Europe, driven by A&D
markets, a contribution from last-time-buy revenue at
our Plano site, offset by softer demand in certain EMS
end markets in North America and Asia.
Adjusted operating profit increased by 2.2% on an
organic basis to £37.2 million (2024: £36.4 million),
with the adjusted operating margin improving by 30
basis points on an organic basis to 7.7% (2024: 7.4%).
This represented the benefits of operational actions
taken earlier in the year which led to stronger
execution in the second half, including improvements
in North America and the decision to close our site
at Plano. A strong demand in European Aerospace
& Defence was offset by softness in EMS markets.
Last-time buy activity in Plano in H2 contributed c.
£3.5 million to adjusted operating profit, which drove
a £1.2 million site contribution to Group profit for the
year. In what was a transitional year for the Group, it
was particularly pleasing to deliver results in line with
market expectations.
The statutory operating loss was £28.2 million
(2024:£23.5 million loss) driven by £65.4 million
of one-off charges (2024: £60.6 million), primarily
relating to restructuring and Goodwill impairment in
the North American business, the latter following a
re-assessment of future growth rates and timing for
certain North American businesses where end market
demand remains soft. The majority of one-off charges
are non-cash. The statutory operating loss margin was
5.9% (2024: operating loss margin 4.5%).
Cash generation was strong, supported by disciplined
working capital management, including significant
inventory reduction and improved receivables
performance. Net debt (excluding leases) reduced to
£50.3 million at 31 December 2025 (31 December
2024: £80.1 million), with improved leverage of 1.1x
(31December 2024: 1.8x), at the lower end of the
Group’s target range.
CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED
Further detail on the Group’s financial performance
and cash flow is set out in the Chief Financial
Officer’s review.
DIVIDEND
Looking ahead, the Board will balance strategic
investment in growth with the objective of building a
more financially robust business capable of supporting
shareholder returns. Dividends remain an important
component of the Group’s capital allocation
framework. No dividend will be paid in respect of 2025;
however, the Board recognises the importance of
dividends to shareholders and will keep the position
under review.
2026 OUTLOOK
Demand in A&D continues to be strong, providing good
visibility and supporting ongoing margin improvement,
particularly in Europe. Demand in EMS end markets
remains mixed, reflecting broader macroeconomic
uncertainty and customer caution. Nevertheless, the
actions taken during 2025 have strengthened the
Group’s operational discipline and financial position.
Entering 2026, the Board is confident that the Group is
better positioned to manage current market conditions
and to make further progress through continued focus
on execution and commercial effectiveness. Delivery of
the recently announced cost reduction programme is a
key priority and is expected to provide further support
during the year.
The Board expects 2026 revenue and adjusted
operating profit to be in line with Company compiled
consensus.
Looking ahead, the Board
will balance strategic
investment ingrowth with
the objective of building
amore financially
robustbusiness
capableofsupporting
shareholder returns.”
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 9
REVENUE
CFO
REVIEW
CHIEF FINANCIAL OFFICER’S REVIEW
RETURN ON INVESTED
CAPITAL
13.3%
2024: 10.0%
Group revenue was £481.4 million (2024: £521.1million).
The year-on-year reduction primarily reflected currency
translation headwinds of £10.1million and the impact of
the divestment of our Cardiff, Hartlepool and Dongguan
sites in Q1 2024, which reduced revenue by
£16.2million.
Trading improved during the second half as
operational performance stabilised, repricing initiatives
took effect, and the Group progressed actions to
address underperformance in North America,
including the planned cessation of production at the
Plano site. This included a £3.5 million contribution
to adjusted operating profit from last-time buys in H2
which drove a £1.2 million site contribution to group
profit for the year.
On an organic basis, revenue declined by 2.7%, or £13.4
million, compared with the prior year of £494.8 million.
This reflected softer demand in several EMS end
markets, particularly in North America and Asia, partly
offset by continued strength in A&D markets in Europe.
A&D revenue increased to £152.8 million (2024:
£136.4million), reflecting continued strength in
demand across our European operations and
supporting improved margin quality. A&E revenue
declined to £140.1 million (2024: £161.1 million),
reflecting softer industrial demand and customer
caution, particularly in North America and Asia.
Healthcare revenues were £107.8 million (2024:
£112.6million), with performance affected by lower
demand in certain medical and life sciences
programmes. Distribution revenues were £80.7 million
(2024: £84.7 million), broadly reflecting the continued
RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
Adjusted
1
2025 2024 Change
Revenue (£m) (organic) 481.4 494.8 (2.7)%
Operating profit (£m) (organic) 37.2 36.4 2.2%
Operating profit margin
3
(%) (organic) 7.7% 7.4% 30bps
Net finance expense (£m) (8.5) (9.9) 14.1%
Profit before tax (£m) 28.7 27.2 5.5%
Tax (£m) (16.4) (7.7 ) (113)%
Tax rate (%) 57.1% 28.3% 28.8%pts
Profit after tax (£m) 12.3 19.5 (36.9)%
Weighted average number of shares (m) 17 7.8 m 176.9m 0.9m
Basic earnings per share (p) 6.9 11.0 (37.3)%
Cash conversion
3
(%) 150% 117% 33%pts
Return on invested capital
3
(%) 13.3% 10.0% 330bps
Statutory
3
Revenue (£m) 481.4 521.1 (7.6)%
Operating (loss) (£m) (28.2) (23.5) (20.0)%
Operating (loss) margin
3
(%) (5.9)% (4.5)% (140)bps
Net finance expense (£m) (8.5) (9.9) 14.1%
Loss before tax (£m) (36.7) (33.4) (9.9)%
Tax (£m) (13.9) (20.0) 30.5%
Tax rate (%) 37.9% 59.9% (36.7)%pts
Loss after tax (£m) (50.6) (53.4) 5.2%
Weighted average number of shares (m) 17 7.8 m 176.9m 0.9m
Basic (loss) per share (p) (28.5) (30.2) 5.7%
Net cash from operating activities (£m) 50.0 51.2 (2.3)%
Other KPIs
Free cash flow
3
(£m) 29.9 27.7 7.9%
Net debt (excl. lease liabilities)
3
(£m) (50.3) (80.1) (37.2)%
Leverage
3
1.1x 1.8x (37.8)%
1 Organic revenue and organic operating profit are revenue and adjusted operating profit on a constant currency basis
2
and excluding the impacts of
business disposals (e.g. Project Albert)
3
, see APM 1 and APM 2 on page 157. The Directors have adopted these measures to provide additional information
on the underlying trends, performance and position of the Group with further details set out in note 1c. The adjusted measures are set out in the
reconciliation of KPIs and non IFRS measures on pages 155 to 159.
2 Constant currency performance is calculated by translating prior period performance at the current period’s FX rates.
3 A reconciliation of KPIs and non-IFRS measures can be found on pages 155 to 159.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202510
normalisation of component demand following
elevated levels in prior years.
OPERATING PROFIT
The Group delivered adjusted operating profit of
£37.2million (2024: £36.4 million), which was an
organic increase of 2.2% reflecting operational actions
taken during the year which drove a stronger second-
half performance. This included a positive contribution
from last-time-buy activity at the Plano site in H2
ofc.£3.5 million, which drove a £1.2 million site
contribution to profit for the year.
After recognising £65.4 million of adjusting items (see
below), the Group reported a statutory operating loss
of £28.2 million (2024: £23.5 million).
OPERATING MARGIN
The Group generated an organic adjusted operating
margin of 7.7% (2024: 7.4%). The improvement
reflected stronger execution across the business
and the benefits of operational actions taken during
the year, partly offset by headwinds in Asia due to
reduced volumes.
On a statutory basis, the Group recorded an operating
loss margin of 5.9% (2024: operating loss margin 4.5%)
reflecting the impact of the adjusting items set out right.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
ADJUSTING ITEMS
The Group recognised £65.4 million of items excluded
from adjusted operating profit. These comprised of:
– Restructuring and other costs of £15.2 million
(2024: £0.1 million credit), including approximately
£7.0million relating to the closure of the Plano facility
in the US; £6.1 million of restructuring costs at the
Cleveland facility, including specialist operational
support and inventory write-downs; £1.6million
relating to group management changes reflecting
duplicate costs for senior management transition;
and £0.5million of other restructuring costs.
– Asset impairment charges of £41.4 million (2024:
£52.2million), comprising £37.2 million of goodwill
attributed to the North American business and
£4.2million of non-current assets across two sites
inNorth America.
– Acquisition and disposal-related costs of £4.3 million
(2024: £4.5 million), primarily relating to costs incurred
in connection with the Cicor approach.
– Pension restructuring costs of £1.9 million (2024:
£1.3 million), relating to preparation of the UK defined
benefit scheme for wind-up.
– Amortisation of acquisition-related intangible assets
of £2.6million (2024: £2.7 million).
Of the above adjusting items, £7.9 million are cash
impacting. These relate to £4.2 million of restructuring
costs, primarily associated with Cleveland and
management changes, and £3.7million of acquisition
and disposal-related costs, mainly relating to the
Cicorapproach.
NET FINANCE EXPENSE
The net finance cost reduced to £8.5 million (2024:
£9.9 million) due to lower interest rates and lower
debtlevels.
PROFITABILITY
Adjusted profit before tax was £28.7 million (2024:
£27.2million). On a statutory basis, the Group reported
a loss before tax of £36.7 million (2024: £33.4 million
loss), reflecting the adjusting items described above.
Adjusted basic earnings per share were 6.9pence
(2024: 11.0pence). The statutory basic loss per share
was 28.5 pence (2024: 30.2 pence loss).
TAXATION
The Group’s overall tax charge was £13.9 million
(2024:£20.0million).
The tax charge on adjusted profit before tax was
£16.4million (2024: £7.7 million), resulting in an
adjusted effective adjusted tax rate (ETR) of57.1%
(2024: 28.3%). The adjusted profit after tax was £12.3
million (2024: £19.5 million) and the statutory loss after
tax was £50.6 million (2024: £53.4 million).
Thishigher than usual tax rate is due to losses in the
US and the inability to currently recognise a deferred
tax asset in respect of those losses, following the
derecognition of the deferred tax asset of£16.0 million
in 2024, as well as £2.7 million in2025 due to the near
term outlook for the US businesses. There is
insufficient certainty regarding the timing and
quantum of future taxable profits to support deferred
tax asset recognition.
The adjusted earnings per share is 6.9p (2024: 11.0p).
In the current period, if a deferred tax asset had been
able to be recognised with respect to current year US
losses it is anticipated that this would have reduced
the adjusted effective tax rate to 25.4% and increased
the adjusted earnings per share by 5.1p to 12.0p. The
timing of when a deferred tax asset will be able to be
recognised in future years is uncertain and will be
based on the future forecast profitability of the US
businesses at the point of recognition.
£m 2025
2024
(organic
1
) 2024
Revenue 481.4 494.8 521.1
Aerospace & Defence (A&D) 152.8 136.4 142.1
Healthcare 107.8 112.6 118.1
Automation & Electrification
(A&E) 140.1 161.1 174.3
Distribution 80.7 84.7 86.6
END MARKET REVENUE BREAKDOWN
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 11
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
EUROPE
Revenue by market
Healthcare 1%
Automation & Electrification 15%
Aerospace & Defence 67%
Distribution sales channel 17%
£m Adjusted 2025 2024 Change
Revenue 144.4 146.3 (1.3)%
Operating profit 22.1 18.9 16.9%
Operating profit margin 15.3% 12.9% 240bps
£m Adjusted & Organic
Revenue
1
144.4 134.5 7.4%
Operating profit
1
22.1 19.4 13.9%
Operating margin
1
15.3% 14.4% 90bps
£m Statutory
Operating profit
22.1 18.9 16.9%
1 See note 1c on page 115 for an explanation of alternative performance measures, and APM2 on page 157
in relation to organic measures which present revenue and adjusted profit on a constant currency basis,
excluding the impacts of business disposals and adjusting items. Adjusting items are not allocated to
regions for reporting purposes. For further information on these items refer to note 6.
REVENUE BREAKDOWN
FINANCIAL HIGHLIGHTS – EUROPE
Revenue reduced by 1.3% compared to 2024, with
organic growth offset by the £11.8 million impact of
the Q1 2024 disposal of sites in Cardiff and Hartlepool.
Organic revenue increased by 7.4% to £144.4 million
(2024: £134.5 million) driven predominantly by
increased demand from our positioning on long-term
programmes in A&D, including several significant
customer wins.
Adjusted operating profit increased by 16.9% to
£22.1million (2024: £18.9 million) and increased by
13.9% on an organic basis to £22.1 million (2024:
£19.4 million). This improvement reflected decisive
actions to address underperforming contracts through
customer repricing agreements, together with
enhanced engineering capability and associated
revenue, improved operational execution and
continued cost discipline. As a result, the adjusted
operating margin increased to 15.3% (2024: 12.9%),
and by 90 basis points on an organic basis.
On a statutory basis, operating profit was £22.1 million
(2024: £18.9 million), up 16.9% on the prior year.
Overall order intake for the region was encouragingly
strong throughout the year, with strong organic growth
in our core A&D market and positioning ourselves well
with key customers to take advantage of a resurgence
in civil aviation. The book to bill ratio improved to 135%
for the region in 2025, compared to 125% in 2024.
The region is well-positioned for further growth in
2026, led by expanding A&D markets, continued
investment in our customer suite, automation and
digitalisation facilities, and advancement of our
technology roadmaps.
Notable contract awards and growth drivers during
the year included:
– A new five-year contract with an existing A&D
customer to supply human-machine interface
assemblies for a European combat vehicle
programme, strengthening TT’s role in mission-
critical defence systems.
– Multiple new business wins in the second half
across emerging markets including Electrical
Vertical Take-off and Landing (“eVTOL”), sixth-
generation fighter aircraft and uncrewed
platforms, demonstrating the broadening
application of TT’s technologies.
– Continuing our strong, long-standing partnership
with a large European A&D prime we have recently
announced a sizeable contract to supply military
grade cable harness assemblies for a critical
defence programme. This new contract award
leverages TT’s exceptional capabilities and proven
track record of supporting critical defence
applications worldwide.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202512
£m Adjusted 2025 2024 Change
Revenue 173.1 184.4 (6.1)%
Operating profit / (loss) 1.2 (2.7) 144.4%
Operating profit margin / (loss) 0.7% (1.5%) 220bps
£m Adjusted & Organic
Revenue
1
173.1 179.7 (3.7)%
Operating profit / (loss)
1
1.2 (2.7) 144.4%
Operating margin / (loss)
1
0.7% (1.5%) 220bps
£m Statutory
Operating (loss) (16.1) (18.1) 11.0%
1 See note 1c on page 115 for an explanation of alternative performance measures, and APM2 on page 157
in relation to organic measures which present revenue and adjusted profit on a constant currency basis,
excluding the impacts of business disposals and adjusting items. Adjusting items are not allocated to
regions for reporting purposes. For further information on these items refer to note 6.
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
NORTH AMERICA
Revenue was 6.1% lower than prior year at £173.1million
(2024: £184.4 million) as weaker USD negatively
impacted North American performance. Excluding the
impact of FX, organic adjusted revenue declined by
3.7% to £173.1 million (2024: £179.7million), reflecting
reduced sales at the Cleveland site and volume
headwinds in the Components business. This decrease
was partially offset by new business opportunities in
A&D and Healthcare sectors which drove higher
revenues at the Minneapolis and Kansas City sites.
Despite weaker year-on-year revenue performance,
operational changes implemented in North America
resulted in improved regional performance, with
adjusted operating profit increasing to £1.2 million
(2024: £2.7 million loss). The adjusted operating profit
margin was 0.7% (2024: operating loss margin 1.5%)
reflecting the improved performance in Minneapolis
and Kansas City, offset by Cleveland, and c.3.5 million
of Plano last-time-buy activity in H2 which drove a
£1.2 million site contribution to Group profit for the year.
On a statutory basis, North America posted an
operating loss of £16.1 million (2024: £18.1 million loss),
which was a 11.0% improvement on the prior year.
Following historic challenges at the site, Cleveland
began to benefit from operational improvement
initiatives introduced in the first half, delivering its
highest production efficiency levels in three years
alongside further reductions in scrap and rework.
Thesite is now in a significantly stronger operational
position entering 2026. Further improvement in site
profitability will be reliant on revenue growth, which
is a priority for the site.
The Group recognised adjusting items in the period
related to the region, being restructuring costs of
£13.1million (2024: £0.1 million credit) relating to
Plano and Cleveland, as well as impairment charges
of £4.2million (2024: £15.5 million relating to a separate
site in the region), comprising non-current assets across
two North American sites. In addition, goodwill of
£37.2million attributed to the region has been impaired
and recognised within Central adjusting items.
Kansas’ improvement trajectory accelerated in the
second half, with productivity gains and customer
repricing contributing to improved financial and
operational performance. Major repricing activities have
now been completed, and the site enters 2026 with
a strong order book.
Production at the Plano site ceased at the end
of the year as planned with final product testing and
customer deliveries currently being completed, and
production equipment from the site divested. The site
made a positive contribution in the second half as a
result of last-time-buy activity associated with the
closure, and the action removes a structurally loss-
making facility from the Group’s footprint.
Following changes to the business development
organisation to increase capacity, win new contracts,
and encourage cross selling, there was a significant
improvement to order intake in H2 and continued growth
across all sites. Notable wins in the period include:
– Cleveland secured three new customers and six
new product wins in the second half – its first new
customer wins in three years – reducing reliance on
legacy programmes and supporting future growth.
– Kansas secured several new product awards, including
a new multi-year power supply contract with a
long-standing customer.
– A customer in the commercial satellite sector selected
the Juarez facility to supply high-reliability
optoelectronics for use in a low earth orbit satellite
programme, reflecting the strength of distributor-led
customer relationships and early-stage design
engagement.
The book to bill ratio for the region in 2025 improved to
104%, compared to 98% in 2024.
Revenue by market
Healthcare 16%
Automation & Electrification 23%
Aerospace & Defence 32%
Distribution sales channel 29%
REVENUE BREAKDOWN
FINANCIAL HIGHLIGHTS – NORTH AMERICA
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 13
Revenue by market
Healthcare 48%
Automation & Electrification 47%
Aerospace & Defence 2%
Distribution sales channel 3%
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
ASIA
Revenue performance reduced by 13.9% to £163.9
million (2024: £190.4 million) reflecting foreign
exchange headwinds of £5.4 million, the £4.4 million
impact of the Q1 2024 disposal of the Dongguan
facility in China and a decline in organic revenue
generation of 9.2% to £163.9 million (2024: £180.6
million). This organic revenue decline reflects reduced
demand from certain EMS customers in the
Healthcare and A&E sectors, which were impacted by
continued geopolitical and other related uncertainties.
Adjusted operating profit was £21.6 million (2024:
£28.5 million) representing a decline of 24.2%. This
reflects lower volumes, costs associated with
redundancy and the customer transfer programme,
foreign exchange headwinds of £1.1 million, and the
impact of the Q1 2024 Dongguan disposal. On an
organic basis the decline was 20.3%. The adjusted
operating margin was 13.2% (2024: 15.0%).
On a statutory basis, Asia posted an operating profit
of £21.6 million (2024: £28.5 million), which was down
24.2% on the prior year.
The project to transfer key customer programmes
from Suzhou to the Kuantan facility was successfully
completed during the year, positioning the site to
commence mass production volumes in 2026.
Kuantan continues to invest in capability, supply chain
resilience and production capacity to support future
regional growth.
Order intake in the Asia region was down compared
to the prior year, reflecting softer end-market demand
and the unwinding of safety stock built ahead of the
customer transfer from Suzhou to Malaysia. The
region has strengthened local business development
capability in response to the regionalisation of
customer supply chains, where TT is well placed to
support Asia-for-Asia demand. Growing revenues in
the region remains a key focus, with several significant
customer wins secured during the year. The book to
bill ratio for the region in 2025 was up marginally
at 91%, compared to 88% in 2024.
Operationally, Kuantan made further progress in
preparation for higher volumes, including
strengthening the supplier base, expanding warehouse
capacity, and recruiting and training teams to support
future mass production. Capability was also extended
to support intercompany cable assembly growth,
alongside the upgrade of warehouse facilities to
support EMS growth.
This year marked 25 years and 50 years of operations
at Suzhou and Kuantan sites, respectively, as well as
the celebration of 25 years as part of TT Electronics.
Notable wins in the period include:
– Suzhou secured a multi-year, new business award
from a long-standing A&E customer to supply eight
assemblies in total, with production expected to
ramp up in the second half of 2026.
– Our Kuantan facility was awarded three new
contracts for PCBA requirements from a long-
standing customer in the life science sector. TT
already provides manufacturing for this customer
at locations in Suzhou, Cleveland, and most recently,
Mexicali. The customer’s selection of this location
and entrusting TT is a testament to the partnership
and proven performance of TT teams globally.
– Suzhou has been awarded a new three-year
contract by a leading medical imaging equipment
provider. The award will see Suzhou provide multiple
PCBAs supporting a new product design,
demonstrating our success in developing valuable
customer relationships – enabling us to secure
positions on new, medical equipment innovations.
– A longtime customer in the industrial label and
printing sector has awarded Suzhou a three-year
contract for PCBA and sub-assemblies supporting
the textile industry. This order reflects our ability
to support this strategic account globally with
prototype and NPI capabilities, while leveraging
the Group’s best-cost geographies.
FINANCIAL HIGHLIGHTS – ASIA
£m Adjusted 2025 2024 Change
Revenue 163.9 190.4 (13.9)%
Operating profit 21.6 28.5 (24.2)%
Operating profit margin 13.2% 15.0% (180)bps
£m Adjusted & Organic
Revenue
1
163.9 180.6 (9.2)%
Operating profit
1
21.6 27.1 (20.3)%
Operating margin
1
13.2% 15.0% (180)bps
£m Statutory
Operating profit 21.6 28.5 (24.2)%
1 See note 1c on page 115 for an explanation of alternative performance measures, and APM2 on page 157
in relation to organic measures which present revenue and adjusted profit on a constant currency basis,
excluding the impacts of business disposals and adjusting items. Adjusting items are not allocated to
regions for reporting purposes. For further information on these items refer to note 6.
REVENUE BREAKDOWN
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202514
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
CASH FLOW
£m 2025 2024
Adjusted operating profit 37.2 37.1
Depreciation and amortisation 12.1 13.8
Impairment of intangibles 1.0 –
Working capital movement 12.7 (1.2)
Net capex (7.5) (6.9)
Capitalised development expenditure (1.1) (1.8)
Other 1.4 2.4
Adjusted operating cash flow post-capex 55.8 43.4
Cash conversion % 150% 117%
Restructuring and acquisition costs (7.9) (0.6)
Net interest and tax (15.3) (20.3)
Lease payments (3.8) (4.2)
Reimbursement from pension schemes net of funding payments 1.1 9.4
Free cash flow 29.9 27.7
Dividends – (12.2)
Lease payments 3.8 4.2
Equity issued 0.6 0.8
Disposals – 12.2
Other – (2.1)
Net debt impacting cashflow 34.3 30.6
Opening net debt (97.4) (126.2)
Leases disposed – 2.6
Other non-cash (new leases and lease reassessments) (3.0) (3.2)
FX 1.4 (1.2)
Closing net debt (64.7) (97.4)
The table below sets out Group cash flows and net debt movement:
Adjusted operating cash flow post capital expenditure was £55.8 million (2024:
£43.4 million). This was supported by a £12.7 million working capital inflow (2024:
£1.2 million outflow), reflecting improved inventory management and tighter working
capital control across the Group. A particular focus on inventory reduction delivered
underlying inventory reductions of £14.8 million during the year.
On a statutory basis, net cash from operating activities remained strong at £50.0
million (2024: £51.2 million), reflecting robust underlying profitability and disciplined
working capital management.
After net interest and tax payments of £15.3 million,
lease payments of £3.8 million, restructuring and
acquisition-related cash costs of £7.9 million, and a
£1.1million inflow relating to the US pension scheme
buy-out, the Group generated free cash flow of
£29.9million (2024: £27.7 million).
NET DEBT, FUNDING AND LIQUIDITY
Net debt reduced by £32.7 million during the year,
supported by strong free cash flow. After taking into
account foreign exchange movements and non-cash
lease adjustments, closing net debt was £64.7 million
(2024: £97.4 million) including £14.4 million of lease
liabilities (31 December 2024: £17.3 million). Excluding
lease liabilities, net debt was £50.3 million (31 December
2024: £80.1 million).
The Group funds its operations through retained
earnings, equity and borrowings, typically raised at
theGroup level and lent to subsidiaries. Sufficient
committed borrowings are maintained to cover
forecasted funding requirements. In line with the
Group’s borrowing agreements, which exclude the
impact of IFRS 16 leases, the leverage ratio was 1.1x at
31 December 2025 (31 December 2024: 1.8x) and net
interest cover was 5.6x (31 December 2024: 4.4x).
The Group’s debt facilities include financial covenants
requiring leverage to remain below 3.0x and interest
cover to remain above 4.0x. A temporary amendment
to the interest cover covenant was agreed with lenders
in late 2024 for the periods to 30 June 2025 and
31December 2025, reducing the minimum requirement
to 3.0x and 3.25x respectively, providing additional
headroom during the year. The interest cover reverts
to 4.0x from 30 June 2026 onwards.
The Group remained compliant with its covenant
requirements throughout the period. Our current
forecasts indicate sufficient headroom against the
Group’s primary covenants in both base case and
downside scenarios.
The Group’s borrowings comprise a multi-currency
Revolving Credit Facility (“RCF”) maturing in June
2027 and private placement (“PP”) fixed-rate loan
notes with maturities of seven and ten years. These
facilities maintain covenants aligned with the Group’s
bank agreements. The Group successfully amended
and extended its Revolving Credit Facility to June 2028
post year end. It was not necessary to seek further
amendments to the interest cover covenant under the
amended and extended facility, which has reverted to
the prior requirement to remain above 4.0x. The expiry
date has been extended by 12 months to June 2028
and facility size reduced to £105.0 million.
Leverage ratio
As of 31 December 2025, the Group’s leverage ratio
of 1.1x remains within the 1–2x target range. The net
debt/adjusted EBITDA calculation excludes IFRS 16
lease liabilities and incorporates adjustments for
specified items. The Group maintains a capital
allocation policy targeting net debt/EBITDA within
this range under prevailing market conditions. Further
details on borrowings and maturities are provided in
note 19.
GOING CONCERN
See page 44 for the going concern statement.
DIVIDEND POLICY AND DIVIDEND
Looking ahead, the Board will balance strategic
investment in growth with the objective of building a
more financially robust business capable of supporting
shareholder returns. Dividends remain an important
component of the Group’s capital allocation
framework. No dividend will be paid in respect of 2025;
however, the Board recognises the importance of
dividends to shareholders and will keep the position
under review as performance continues to improve.
SIGNIFICANT ACCOUNTING MATTERS
Impairment
The impairment of goodwill and tangible assets in the
current period relates to goodwill (£37.2 million) and
property, plant and equipment (£4.2 million) in the
North American region reflecting recent trading
performance. For further details see notes 12 and 13.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 15
CHIEF FINANCIAL OFFICER’S REVIEW CONTINUED
SUMMARY OF ADJUSTED RESULTS
To assist with the understanding of earnings trends, the Group has included within its
non-GAAP alternative performance measures including adjusted operating profit and
adjusted profit. Further information is contained in the ‘Reconciliation of KPIs and non
IFRS measures’ on pages 155 to 159. A summary of the Group’s adjusted results, and
a reconciliation of statutory to adjusted profit numbers are set out below:
£m 2025 2024
Operating loss (28.2) (23.5)
Adjusted to exclude:
Restructuring and other items
Pension restructuring costs
1
(1.9) (1.3)
Restructuring
2
(15.2) 0.1
(17.1) (1.2)
Asset impairments and measurement losses
Asset impairments
3
(41.4) (52.2)
(41.4) (52.2)
Amortisation of intangible assets arising on business combinations
Amortisation of intangible assets arising on business combinations (2.6) (2.7)
(2.6) (2.7)
Acquisition and disposal related costs
Costs associated with scheme of arrangement with Cicor (4.2) –
Ferranti Power and Control acquisition and integration costs – (0.2)
Disposal costs (Project Albert) – (4.4)
Property sale – 0.7
Other (0.1) (0.6)
(4.3) (4.5)
Total items excluded from adjusted measure (65.4) (60.6)
Adjusted operating profit 37.2 37.1
Loss before tax (36.7) (33.4)
Total operating reconciling items (as above) 65.4 60.6
Adjusted profit before tax 28.7 27.2
Taxation charge on adjusted profit (16.4) (7.7 )
Adjusted profit after taxation 12.3 19.5
1 Pension restructuring costs of £1.9 million (2024: £1.3 million) relate to costs incurred preparing the scheme for buy-out.
2 Restructuring costs of £15.2 million comprise £7.0 million relating to closure costs of the Plano manufacturing site, of
which £4.8 million relates to inventory, £6.1 million relating to costs associated with operational restructuring at the
Cleveland manufacturing site, which is predominantly related to inventory, and £1.6 million relating to costs associated
with the changes in executive leadership.
3 Asset impairment charges of £41.4 million (2024: £52.2 million), comprising £37.2 million of goodwill attributed to the
North American business and £4.2 million of non-current assets in North America.
PENSIONS
The Group operates one significant defined benefit
scheme in the UK alongside one smaller scheme in the
US. All these schemes are closed to new members
and future accrual.
In December 2025 an amount of £1.2 million was paid
to the Group by the TT Group Scheme relating to an
adjustment to the withheld tax on the prior years’
refunds from scheme surplus. In the prior year a
£15.0million refund of the surplus was paid to the
Group out of scheme assets by the Trustee
(£11.2million net of tax due, which was paid by the
Scheme) following a previous refund of £5.0 million
before tax (£3.2 million net) in 2023.
As of 31 December 2025, the total net accounting
surplus under the Group’s defined benefit pension
schemes stood at £6.1 million (2024: £5.6 million).
Following the buy-in of the TT Group scheme in
November 2022, the primary financial risk associated
with the scheme is insurer credit risk, which remains low.
£m 2025 2024
Fair value of assets 312.4 317.1
Liabilities 305.1 311.5
UK scheme (surplus) 8.6 7.1
Overseas schemes (deficit) (1.3) (1.5)
Total Group surplus 7.3 5.6
Effect of asset ceiling (1.2) –
Total Group surplus recognised 6.1 5.6
The April 2022 triennial valuation of the TT Group
scheme reported a net surplus of £45.4 million against
the Trustee’s funding objective, a significant improvement
from the £0.3 million surplus in April 2019. As the scheme
has now triggered wind-up, there is no longer a statutory
requirement for the Trustee to conduct full triennial
valuations. This exemption is subject to the Trustee
receiving annual solvency estimates.
Further details on the Group’s defined benefit schemes
can be found in note 21.
FINANCIAL RISK MANAGEMENT AND
TREASURY POLICIES
The Group’s Treasury function, reporting to the Chief
Financial Officer, manages treasury activities centrally.
Treasury operations adhere to Board-approved policies
and delegation levels.
The Group’s primary financial risks include funding
and liquidity, interest rate fluctuations, and currency
exposure. Financial instruments are used solely
tomanage these risks, with no speculative
transactions undertaken.
The Group hedges at least 75% of expected net cash
flow exposure for the next 12 months and 50% for the
following 12–24 months. Further details on Treasury
operations are available in note 20.
Interest rate management
The Group seeks to stabilise borrowing costs,
maintaining 25%–75% of debt at fixed interest rates.
The exchange rates impacting the Group’s financial
statements are:
£m 2025 2024
Income Statement Average rate
$/£ 1.32 1.28
RMB/£ 9.47 9.20
Balance Sheet Closing rate
$/£ 1.35 1.25
RMB/£ 9.41 9.14
The Group manages foreign exchange translation
exposure, primarily arising from US and China-based
earnings.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202516
HOW WE ARE PERFORMING
OUR KPIs
FINANCIAL
KPI DESCRIPTION AND WHY ITISIMPORTANT MEDIUM-TERM TARGET FIVE-YEAR PERFORMANCE CHART 2025 PROGRESS
Organic revenue growth (%)
The percentage change in revenue from continuing operations in the current year compared
to the prior year, excluding the effects of currency movements, divestments and acquisitions.
This measures the like-for-like growth or decline of the business. Sustainable organic revenue
growth is an indicator of value creation. It reflects a combination of conditions in our markets
and our success in gaining market share from serving our customers better.
4–6% organic revenue
growth annually over the
medium term
(3)%
2024: (5)%
10%
20%
1%
(3)%
(5)%
2025
2024
2023
2022
2021
Organic revenue was down 3%
reflecting softer demand in certain
EMS end markets in North America
and Asia, particularly in the first
half.
Adjusted operating profit margin (%)
Adjusted operating profit as a percentage of revenue. Adjusted operating profit margin is an
indicator of our ability over the longer term to extract fair value from our products and services,
driven by a mixture of increasing revenue and an optimised cost base.
Double-digit margin
7.7%
2024: 7.1%
7.6%
7.3 %
7.1%
7.7%
7.7%
2025
2024
2023
2022
2021
Positive adjusted operating profit
margin improvement, reflecting
the benefit of operational actions.
Adjusted earnings per share (pence)
The profit for the year attributable to shareholders excluding items not included within adjusted
operating profit divided by the weighted average number of shares in issue during the year.
Adjusted EPS summarises the overall financial performance of the Group, including revenue
growth, operating margin, the cost of debt finance and the rate of underlying taxation.
Double-digit adjusted EPS
growth annually at constant
currency over the medium
term
6.9p
2024: 11.0p
18.2p
14.5p
11.0p
16.7p
6.9p
2025
2024
2023
2022
2021
Adjusted EPS reduced to 6.9p
reflecting the derecognition of
deferred tax assets (“DTA”) in respect
of US tax losses. Excluding DTA
derecognition adjusted EPS would
have been 12.0p.
Cash conversion (%)
Adjusted operating cash flow including capital expenditure, divided by adjusted operating profit.
Cash conversion measures how effectively profit is converted into cash and, within this, reflects
the management of working capital and capital expenditure. A high level of cash conversion aids
investment in the business, enables the Group to deliver increased returns for shareholders and
supports a strong balance sheet.
90%+ cash conversion
annually over the medium
term
150%
2024: 117%
65%
33%
117%
104%
150%
2025
2024
2023
2022
2021
Strong cash conversion of 150%
reflecting disciplined working capital
management with a particular focus
on inventory reduction.
Our KPIs include a number of APMs which have been adopted by the Directors to provide further information on underlying trends and the
performance and position of the Group. Details of these APMs and a reconciliation to statutory measures can be found on pages 155 to 159.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 17
FINANCIAL CONTINUED
KPI DESCRIPTION AND WHY ITISIMPORTANT MEDIUM-TERM TARGET FIVE-YEAR PERFORMANCE CHART 2025 PROGRESS
Return on invested capital
Adjusted operating profit for the year divided by average invested capital for the year. Average
invested capital excludes pensions, provisions, tax balances, derivative financial assets and
liabilities, cash and borrowings. It is calculated at average rates taking into account monthly
balances. Return on invested capital is a measure of how efficiently the Group is utilising its
assets, relative to profitability, in generating shareholder returns.
Exceed the cost of holding
assets with year-on-year
increases
13.3%
2024: 10.0%
9.1%
10.5%
10.9%
10.0%
13.3%
2025
2024
2023
2022
2021
Return on invested capital
up to 13.3%.
NON-FINANCIAL
KPI DESCRIPTION AND WHY ITISIMPORTANT MEDIUM-TERM TARGET FIVE-YEAR PERFORMANCE CHART 2025 PROGRESS
R&D investment as a % of revenue
R&D cash investment as a percentage of revenue. This metric excludes manufacturing services
revenue which has no R&D. A consistent and sustainable level of R&D investment enables us
to introduce new products that increase our revenue and deliver on our Purpose.
Target R&D investment
at around 5% of revenue
annually over the medium
term
3.8%
2024: 4.2%
4.5%
3.7%
4.2%
3.4%
3.8%
2025
2024
2023
2022
2021
R&D investment at 3.8% of
product revenue was in line with
our target, as we continue to
invest in new product
development.
Safety performance (recordable incident rate)
The number of recordable workplace health and safety incidents per 200,000 work hours.
Measures how well we are executing on our commitment to raise safety standards globally
and protect our people on our journey to zero harm.
Year-on-year reduction in
incident rate, ultimately
leading to zero harm
0.25
2024: 0.31
0.31
0.38
0.25
2025
2024
2023
RIR fell again in the year to 0.25
in line with the industry average,
reflecting our strong commitment
to safety awareness and building
a proactive safety culture.
Employee engagement score
Having engaged employees is crucial to attracting and maintaining the talent we need to execute
our strategy. We use pulse surveys to measure engagement.
Good levels of engagement
over the medium term
Pulse engagement surveys in both 2025 and
2024 demonstrated good levels of engagement
Scope 1 & 2 emissions
Total amount of carbon dioxide equivalent tonnes (tCO
2
e) of Scope 1 & 2 emissions from
operations. Details of the calculation method are set out on page 24. Reducing our Scope 1 & 2
emissions is a critical part of reducing our environmental footprint.
Annual reductions vs our
2019 baseline. Net Zero
by 2030
78%
2024: 73%
12,782
15,74 0
7,506
10,533
6,009
2025
2024
2023
2022
2021
We delivered further good
progress on our path to Net Zero
by 2030, achieving a 20%
reduction vs 2024. A strong
contribution came from our solar
installations in Mexicali and
Suzhou.
HOW WE ARE PERFORMING CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202518
Read more about
Governance on
page 45
POSITIVE
IMPACT
We aim to positively impact the world by
creating value and enhancing sustainability
through our products, business practices,
employee care, community engagement,
andenvironmental responsibility.
OUR PURPOSE
To engineer and manufacture electronic
solutions that enable a safer, healthier
and more sustainable world.
SUSTAINABILITY
– Sustainability is integrated into all aspects of our
strategy to reduce risk and maximise opportunities.
– We build vertically integrated solutions that drive
performance and reliability, including improving fuel
efficiency, enhancing productivity, and advancing
precise medical technologies.
– We help customers develop efficient, durable and
eco-friendly solutions to combat climate change and
resource scarcity.
PEOPLE AND COMMUNITIES
– We regularly survey our employees to provide insight
and nurture our culture.
– Group standards and policies guide us on
engagement, wellbeing, community and ED&I
matters.
– We are committed to enhancing safety awareness
and fostering a proactive safety culture across the
organisation.
– We unlock potential by upskilling leaders and giving
line managers the right tools.
– TT pays fairly and equally for like-for-like roles within
each of our labour markets.
– We play an active role in communities through
STEM promotion, volunteering and fundraising.
ENVIRONMENTAL COMMITMENTS
– We are targeting Net Zero Scope 1 & 2 emissions by
2030, having already reduced emissions by 78%
since 2019.
– Implementation of our Group-wide Energy Strategy
and the deployment of energy reduction plans at
site-level is continuing to deliver meaningful
emission reductions.
– A continuous improvement approach to enhance
the quality, coverage and robustness of our Scope 3
reporting and reduction activities over time.
– Focusing on minimising water usage, eliminating
single-use plastics, and eliminating waste to landfill.
ETHICS AND INTEGRITY
– We maintain a single global ethical standard based
on fairness, honesty and compliance with the law.
– Our Business Ethics Code addresses behaviour,
conflicts of interest, bribery and fair competition.
– Issues can be reported anonymously via a multi-
lingual whistle-blower hotline.
– Oversight is managed by our Governance & Risk
Committee.
SUPPLY CHAIN AND MODERN SLAVERY
– Our Procurement Code ensures suppliers align with
our ethical and sustainability standards.
– Policies include zero tolerance for modern slavery
and specific measures to uphold workers’ rights.
– Suppliers undergo regular assessments, and
violations result in termination of partnerships.
ALIGNMENT WITH GLOBAL GOALS
– Our efforts support seven of the UN’s Sustainable
Development Goals.
KEY METRICS
– Employee engagement: Continued good
engagement demonstrated in pulse surveys.
– Group safety record: As measured by recordable
incident rate. Improved by 19% in 2025.
– Net Zero target: 2030 for Scope 1 & 2 emissions.
– Emission reductions: 78% vs 2019 baseline.
– Renewables contribution: Increase in renewable
electricity usage to 67%.
– Waste reduction: Eliminating single-use plastics and
waste to landfill by 2035.
GOVERNANCE AND RISK MANAGEMENT
Environment and people matters including culture,
strategy, compliance, risk and internal controls are
governed as part of our overall governance and risk
management frameworks, ultimately overseen by the
Board. Read more about Governance on page 45.
Non-financial and Sustainability Information
Statement
In accordance with Sections 414CA and 414CB
of the Companies Act 2006, our non-financial
and sustainability information can be found on
the following pages of this 2025 Annual Report:
business model page 6; environment matters
pages 23 to 25; climate-related financial
disclosures pages 26 to 34; social matters page
21; employees pages 20 to 21; human rights
page 22; anti-corruption and anti-bribery page
22; and principal risks pages 41 to 43.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 19
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
PEOPLE AND CULTURE
Our deep and sustainable TT culture,
overseen and supported by the Board,
makesus a great company to work for
andwith. While some aspects, such as
ethics and safety, are aligned and reinforced
by policy, others are governed by frameworks
originated at the centre which empower
oursites to work appropriately in
theirjurisdictions and according to local
needs and norms.
Our TT Way values connect us all and guide how
we work with each other and our stakeholders every
day. They are supported by our focus on leadership,
knowledge and performance to drive progress,
innovation and service as well as build respectful,
happy and supportive work environments.
2025 engagement survey
During 2025 we continued to check in on the
sentiment of our employees using pulse surveys.
Results from these pulse surveys continue to inform
HR and local planning. In 2026 we will start the
transition towards a new employee survey
methodology to provide a greater level of insight and
focus on the actions of managers at all levels and how
this affects work culture and the employee experience.
Giving managers the tools and skills to engage, inspire
and develop employees will deepen and strengthen
our ability to unlock business performance through
our people.
Employee communication
We communicate frequently and openly with
employees using a range of methods.
At Group level, our intranet, ConnecTT, enables
employees to communicate with each other and
easily find and share resources and news in their local
language. We regularly publish news items celebrating
business and personal successes as well as reporting
on events across the Group. ConnecTT also hosts
employee communities for skill specialisms, E,D&I
progress, and personal interests.
Regular communication is critical to the success of
our sites. Activities include regular all-hands meetings,
daily stand-ups to drive productivity, and team
meetings. In addition, our CEO, Eric Lakin, makes it a
priority to ensure all employees are informed of news
and updates that impact TT Electronics through a
range of different mechanisms.
Social and fundraising events are also a big part
of our culture, helping to create strong personal and
social bonds both within our sites and with our local
communities. Members of the senior leadership team
regularly visit, giving Town Halls, walking the floor, and
recognising outstanding performance and improvement.
Employee voice at the Board
It is important that the employee voice is heard at the
highest levels of the organisation. The results of our
pulse surveys are reviewed by the Board. Members of
our Board also take the time to visit sites, sometimes
as individuals, and also as a Board group. Board
members visited Bedlington and Cleveland in 2025
and conducted engagement sessions to ensure they
heard directly from a cross section of our employees
independently of management. These visits are a
great opportunity for our employees to talk about
topics important to them and to ask questions of the
Board and hear from them directly. This is an activity
we started in 2024 and it has proved to be hugely
valued, by both the Board and by employees.
For the purposes of the UK Corporate Governance Code,
all Board members participate in these sessions on a
rolling basis and regular updates on progress in employee
engagement and other topics are shared with the Board
through regular reports and physical meetings.
Reward and recognition
Being fairly rewarded and recognised for your
contributions is an important part of our culture.
We ensure we pay fairly and equally for like-for-like
roles within each labour market. Over recent years,
we have worked to improve pay and earnings potential
We do the
right thing
We bring out the
best in each
other
We achieve
more together
We champion
expertise
We get the job
done… well
Read more about
Board oversight of
culture
on page 54
OUR TT WAY VALUES
for our direct labour employees through significant
investment in hourly rates and via frameworks and
training which allow employees to earn more as they
grow their skills.
Over and above salary, all employees are able to
participate in site-specific pay-for-performance plans,
be it our site incentive plans, or annual incentive plans,
and we operate attractive all-employee share plans
for UK and US employees.
Our BE Inspired recognition scheme is extremely
popular with employees as an opportunity to
recognise teams and individuals who demonstrate
our TT Way values and have a positive impact on the
business. Winners receive a sum of money and are
celebrated at their site.
ED&I
The need for equality and fairness at work is a given.
All employees and potential employees must be
treated fairly and have equal access to opportunities
in a workplace that is tolerant, respectful and ensures
dignity for all. As set out in our employment policies,
no employee, applicant, contractor or temporary
worker should be treated less favourably or victimised
or harassed on the grounds of disability, sex, marital
or civil partnership status, race, nationality, colour,
ethnicity, religion or similar philosophical belief, sexual
orientation, gender identity, age or any distinction
other than merit.
20 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202520
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
Our ED&I policy explains our approach including such
matters as harassment, victimisation and bullying,
recruitment and promotion, religious
accommodations, gender confirmation andworkplace
adjustments; the expected standards for employees
and their responsibilities; and how we will deal with
infringements of the policy.
We are pleased to have three (>40%) female Board
members. Inaddition, we have two female site general
managers (both promoted internally). In total, we have
more female employees than male. Our UK Gender
Pay Gap report is published annually on the TT
website. Our gender diversity disclosure, as required
by UK listing rules is provided below.
GENDER DIVERSITY AT 31 DECEMBER 2025
Employees – full-time equivalents Men Women
Non-executive Directors 2 3
Executive Committee (“ExCo”) 8 1
ExCo and direct reports 38 15
Senior managers (ex-ExCo)
1
45 18
All employees:
Europe 590 319
North America 621 522
Asia 428 925
Head Office 68 43
Total 1,707 1,809
1 Senior managers (ex-ExCo) includes TT’s regional and functional
senior leaders and Directors of subsidiary companies.
SAFETY, HEALTH AND WELLBEING
Our Health, Safety and Environment (“HSE”)
framework and tools are designed not only to
ensure compliance but also to encourage the
identification and adoption of best practices.
Our Global Director ofHSE drives progressive
HSE programmes and provides business-
wide support, ensuring a consistent and
proactive approach to HSE management
across the organisation.
Safety performance remains a key Group KPI. Over
the past year, we have focused on strengthening the
maturity of our HSEstandards across all sites and
encouraging the sharing andadoption of best
practices. As a result, we have seen a reduction
in injuries, alongside increased proactive reporting
andstronger adherence to both internal policies
and external regulatory requirements.
2025 2024
Total recordable incident rate (“RIR”) 0.25 0.31
First aid incident rate 1.95 2.76
Proactive observations 12,657 12,226
Near misses 140 268
These positive developments reflect our ongoing
commitment to strengthening safety awareness and
building a proactive safety culture throughout the
organisation. We have enhanced our reporting, made
progress against our 2025 targets, and perform in line
with the industry average.
Supporting our employees to maintain their health is
also vital. It is not only the right thing to do but essential
to ensuring that our teams are fit, well, and able to
perform at their best. We recognise the strong
connection between physical, mental and financial
wellbeing, and we take every opportunity to raise
awareness, normalise conversations on these topics,
and provide access to the resources our people need,
such as medical assessments and wellbeing initiatives.
In addition, an Employee Assistance Programme
(“EAP”) is available to all employees, offering
confidential third party support whenever it is needed.
COMMUNITIES
We encourage our teams to take an active
role in theirlocal communities, whether
fundraising and volunteering for chosen
charities or committing timeand resources
to promoting STEM education andcareers.
Our teams of engineering, technology and
manufacturing experts are passionate advocates for
the development of STEM skills and engaging with the
next generation of potentialtalent. We are particularly
keen to encourage more women and under-
represented groups to take up STEM subjects and
careers.
Many of our employees give up their time to develop
local STEM partnerships to promote careers in
electronics and related fields, undertaking talks,
demonstrations and attending careers fairs to interest
and educate young people about the sector. Across
the world we also aid school curriculums directly by
supporting science projects and engineering
competitions to highlight the importance of STEM
subjects ineveryday life.
TT has a big fundraising and volunteering culture –
our efforts bring our employee teams together as well
as benefiting our communities. Each site chooses
a local charity to support through the year and our
“hours for giving” programme enables employees
to take one day of paid leave per year to support local
causes. In 2025 1,250 hours were taken under the
programme. Our teams support many other local
and national causes and are able to request matched
funding from TT through the “giving the TT Way”
programme.
PEOPLE AND CULTURE CONTINUED
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 21
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
ETHICS
We are an ethical company, acting worldwide
with integrity and within the law.
The fundamental principles of fairness,
honesty and common sense are at the heart
of our philosophy and corporate standards.
We have one ethical standard worldwide to
create an environment where TT businesses
can flourish within an appropriate compliance
and risk management framework in line with
our TTWay values.
Our Statement of Values and Business Ethics Code
sets out these standards and covers a comprehensive
range of ethical matters including the working
environment, standards of behaviour, avoiding
conflicts of interest, hospitality and entertainment,
bribery, intellectual property protection and fair
competition. We do not tolerate fraud, corrupt
practices or behaviour not in line with our standards
and have in place systems and processes to effectively
detect and deal with any contraventions of our code.
Any concerns relating to matters covered by the code
and behaviour more generally can be reported, either
to management, or by using our anonymous whistle-
blower hotline by telephone or through our ethics and
integrity portal. Reports are investigated thoroughly,
and any significant concerns are reported to the Audit
Committee. Our Whistle-blowing Policy describes
how employees should raise matters of concern, our
approach to dealing with concerns, and examples of the
types of issue employees should bring to our attention.
Day-to-day oversight of ethical matters is the
responsibility of our Governance & Risk Committee.
An Ethics Committee of our senior leaders can also
be convened on an as-needed basis. Mandatory ethics
training covering TT’s code of ethics, anti-bribery and
corruption practices and policies, cybersecurity and
data protection is provided for relevant employees on
an annual basis.
Regulatory requirements are different around the
world, so we have a core structure which Group
businesses comply with, beyond which they are
empowered to tailor their approach to local needs.
The nature of our business and the markets we work
in means that legal and regulatory compliance is
on our Group risk matrix.
Human rights
Upholding human rights is the responsibility of
everyone at TT and, as part of our ethics framework,
human rights are treated as an equal priority to other
business issues. We are committed to upholding the
human rights of workers (at all points in our supply
chains) and to treating them with dignity and respect.
Supply chain
We procure from a wide network of suppliers and
distributors through global supply chains. It is
important to us that our suppliers share our values
and our approach, and we seek out those that do.
Our Corporate and Social Responsibilities – Supplier
Requirements Policy sets out our required standards
with regard to supplier social and environmental
practices. The Policy is provided to all suppliers with
purchase orders. We carry out regular assessments
of our suppliers to ensure compliance with our
requirements, and we will not do business with
suppliers that violate them.
Our Procurement Code of Conduct outlines the
standards expected for the purchase of goods and
services across the Group. This code focuses on the
approval process required for the appointment of new
suppliers, together with our ongoing supplier monitoring
process which includes the application of a digital
supplier risk rating tool.
Our regional sourcing and procurement teams meet
on a monthly basis and comprise a senior group of
executives with responsibility for global sourcing and
procurement activities across TT. The group consider
ethical matters including modern slavery, sustainability
and risk in the supply chain as part of its remit.
Modern slavery
We have a zero-tolerance approach to modern
slavery – whether in the form of servitude; forced,
bonded or indentured labour; slavery; child labour;
human trafficking or any other activity that amounts
to an unreasonable restriction on the free movement
of workers.
We recognise that the rights of individual workers
can, potentially, be violated within our supply chain
and other partnerships. We have had a Modern Slavery
Policy since 2016 which applies to all persons working
for TT and its subsidiaries, or acting on its behalf in
any capacity. The policy is reviewed each year.
Our approach to addressing the challenge of modern
slavery is to ensure that there is transparency in our
own business and throughout our supply chains.
We expect the same high standards from all our
contractors, suppliers, distributors and other business
partners, consistent with our obligations under the
Modern Slavery Act 2015. We include specific
prohibitions in our contracting processes against
the use of forced, compulsory or trafficked labour,
or any other activity that amounts to an unreasonable
restriction on the free movement of workers, and we
expect that our suppliers will hold their own suppliers
to the same high standards.
Our Modern Slavery Statement and our Modern
Slavery Policy are published on our website.
HUMAN RIGHTS
Upholding human rights
is the responsibility
of everyone at TT and
human rights are treated
as an equal priority to
other business issues.
22 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202522
Sustainability
This year, TT has continued to make strong progress
against its sustainability strategy, delivering tangible
results as we transition towards Net Zero.
Our purpose is to engineer and manufacture electronic
solutions that enable a safer, healthier and more
sustainable world. In doing so, we remain conscious
ofthe need to manage and reduce the environmental
impact of our own operations.
A central focus of our day-to-day activities is the
reduction of TT’s Scope 1 & 2 emissions. In 2025,
we delivered further meaningful reductions through
the continued implementation of our Group-wide
Energy Strategy and the deployment of energy
reduction plans by our local site teams.
These actions have reduced overall energy
consumption, increased the proportion of electricity
sourced from renewables, and expanded on-site
renewable electricity generation. Total energy use
was down 3% in the year and down 34% from our
2019 baseline.
Each site is actively delivering its own energy-saving
initiatives, including the installation of energy-efficient
lighting and controls, optimisation of equipment
utilisation, improved management of operating hours,
and targeted upgrades to facilities and infrastructure.
These build on work undertaken in 2024 on lighting,
furnace use optimisation and reducing out of hours
energy use. These locally driven projects, supported
by a consistent Group framework, continue to deliver
measurable benefits while reinforcing a strong culture
of energy efficiency across TT.
As a result of these collective efforts, TT delivered
another year of strong performance. Scope 1 & 2
emissions fell by 20% year-on-year and by 78%
compared with our 2019 baseline, reflecting the
sustained impact of our energy efficiency initiatives
and transition to lower carbon energy sources.
We recognise that our environmental impact extends
beyond our direct operations, particularly through
indirect carbon emissions generated across our value
chain. While the collection of robust data for indirect
emissions assigned as Scope 3 remains challenging,
we acknowledge the opportunity to further enhance
the quality and scope of our reporting on emissions
from external sources. Despite these challenges, 2025
marked continued progress in our ability to more
accurately quantify and analyse TT’s material Scope 3
emissions. Our analysis indicates that Scope 3
emissions decreased by 9% during the year, primarily
driven by lower spend on purchased goods and
services, together with reduced emissions from the
transportation and distribution of our products.
In addition to our focus on reducing carbon emissions,
we are committed to minimising the broader
environmental impact arising from our use of natural
resources, including water consumption, single-use
plastics and the waste generated across our
operations. We continue to strengthen the quality and
coverage of data captured in these areas and remain
committed to eliminating, so far as practicable, both
single-use plastics and waste sent to landfill by 2035.
We are very proud of the pivotal role that TT’s product
portfolio plays in driving energy efficiency and
supporting decarbonisation in our markets. Through
high-efficiency power conversion, sensing, and control
technologies, TT solutions enable customers to reduce
energy losses, optimise system performance, and
transition to cleaner, more electrified architectures.
Innovations such as compact, thermally efficient
resistors, high-reliability sensors and robust power
supply modules help customers design equipment
that consumes less energy, operates more intelligently,
and integrates renewable or low-carbon power sources.
We are closely monitoring the development of
sustainability-related regulation, including the
proposed UK Sustainability Reporting Standards
(“UK SRS”) and evolving FCA sustainability disclosure
requirements. Building on our existing sustainability
reporting framework, we are preparing for anticipated
changes to our future reporting obligations. In this
context, and noting the guidance on transition
planning set out within the proposed regulatory
framework, we intend to align our approach and
publish a climate transition plan in the future.
Meanwhile, we continue to report in line with ten of
theeleven Task Force on Climate-related Financial
Disclosures (“TCFD”) recommendations. See page 26
for our TCFD disclosure.
In 2024, we expressed our commitment to developing
science-based targets, which has been acknowledged
by the Science-Based Targets initiative (“SBTi”). While
we continue to work towards establishing robust,
science-aligned targets, we have not yet submitted
targets for formal validation. This reflects the current
challenges in capturing and accurately measuring
Scope 3 emissions across our value chain. We
recognise that further improvements in data quality
and methodology are required to support progress
towards validated science-based targets and intend
tomake a submission once we are confident in the
completeness and reliability of our emissions data.
SCOPE 1 & 2 REDUCTION VS
2019 BASELINE
78%
Our Group Energy Strategy is the
cornerstone of our journey to Net
Zero. Driven by the commitment
and ingenuity of our site teams,
we continue to reduce energy
consumption, increase the proportion
of electricity sourced from
renewables, and realise growing
benefits from our own renewable
generation. Together, these actions
are delivering measurable progress
today while building the resilient,
low-carbon energy system we need
for the future.”
Eric Lakin
CEO
ENVIRONMENT
RENEWABLE ELECTRICITY
AS A % OF TOTAL
ELECTRICITY CONSUMED
67%
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 23
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
SCOPE 3 CATEGORIES
DATA PROCESSES
Category 1: Purchased goods and services
Our process follows an environmental input-output
(“EIO”) methodology supported by Watershed’s CEDA
spend-based emissions database.
Category 4: Upstream transportation
anddistribution
We have partnered with our key logistics providers
to gain access to emissions data.
Category 5: Waste generated in operations
We have in place a system to measure and report
waste streams at our facilities.
Category 6: Business travel
We have partnered with our centralised travel
providers to gain access to emissions data.
Category 7: Employee commuting
We have calculated these emissions centrally,
taking into consideration employee data supplied
by all locations.
Category 9: Downstream transportation
anddistribution
Downstream transportation (services paid for by
ourselves) is included in Category 4. The remaining
data for Downstream transportation and distribution
(not paid for by ourselves) cannot currently be
measured and we are assessing the viability to
measure this in the future.
Data
Our environmental data is calculated centrally from
data collected locally. For 2025 we have applied a
consistent methodology with the prior year to enable
us to better understand movements. We use the
market-based method for emissions calculations and,
in line with GHG Protocol guidelines, we use the
following information in this order of priority: energy
attribute certificates; contracts; supplier emission
Alongside these challenges, we have made great
strides in our Net Zero journey, demonstrating TT’s
sustained commitment to a successful transition to a
low-carbon economy.
Scope 1 & 2 emissions
We made further progress in 2025, achieving a 20%
reduction in emissions compared with 2024 and
reaching a total reduction of 78% against our 2019
baseline. A significant contributor to this improvement
was the purchase of renewable electricity through a
green tariff at our Kuantan, Malaysia site for the full
year. Combined with on-site solar photovoltaic
generation, 100% of Kuantan’s 2025 electricity
consumption was sourced from renewable energy.
During the year, we also realised the full-year benefit
of renewable electricity generated by two major solar
photovoltaic installations that became operational in
2024 at our Mexicali, Mexico and Suzhou, China sites.
In addition, a phase 2 solar photovoltaic installation was
commissioned in Suzhou towards the end of 2025. This
new installation is expected to generate approximately
600 MWh of renewable electricity per annum.
Our target is to achieve Net Zero (combined Scope 1
& 2) emissions across our operations by 2030.
Key drivers for achieving this target include:
– Continued transition to green electricity tariffs.
– Procurement of high-quality Energy Attribute
Certificates (“EACs”) where required.
– Increased use of self-generated renewable electricity
through solar installations at suitable locations.
– Transition of fleet vehicles to electric and hybrid
alternatives.
– Adoption of green heat solutions by replacing fossil
fuel energy sources with electric options or
alternative fuels.
– Relocating production to modern, energy-efficient
facilities where appropriate.
– Further improvements in energy efficiency across
our sites.
ENVIRONMENT CONTINUED
Scope 3 emissions
Our Scope 3 data and reporting are less mature,
reflecting the inherent uncertainties associated with
the calculation of Scope 3 emissions. As a result, we
have adopted a continuous improvement approach to
enhance the quality, coverage and robustness of our
reporting over time.
In 2025, our focus was on improving data collection
and calculation methods following an assessment and
preliminary measurement of our most material Scope
3 emissions categories. Category 1 – Purchased
goods and services, our most significant Scope 3
category, was prioritised. We established a critical path
centred on supplier engagement and enhanced
emissions reporting supported by high-quality industry
average emission factors.
During the year, we continued to deliver supplier
training sessions covering topics such as climate
change impacts and carbon emissions calculation
methodologies, alongside surveying our major
suppliers to obtain emissions data. However, the
availability of high-quality, supplier-specific emissions
data remains limited. As a result, our methodology
for Category 1 primarily applied a spend-based
approach, utilising Watershed’s CEDA spend-based
emissions database.
Overall, Scope 3 emissions decreased by 9% during
the year. This reduction was primarily driven by lower
expenditure on purchased goods and services,
together with reduced emissions associated with the
transportation and distribution of our products.
Reported emissions are calculated using primary data
where available, with data gaps addressed through the
use of proxy data, extrapolation and sampling
methodologies, as appropriate.
We remain committed to reporting, managing and,
where possible, eliminating all material emissions
across our value chain, while maintaining our
immediate priority of eliminating emissions from
our own operations.
We remain committed
toreporting, managing
and, where possible,
eliminating all
materialemissions across
our value chain, while
maintaining our immediate
priority ofeliminating
emissionsfrom our
ownoperations.”
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202524
OUR PEOPLE, COMMUNITIES AND ENVIRONMENT CONTINUED
ENVIRONMENT CONTINUED
EMISSIONS, WATER AND WASTE DATA
Change vs
previous year
Change vs
2019
baseline 2025 2024 2019
GHG emissions Scope 1 & 2 (tCO
2
e)
Scope 1 (32)% (55)% 671 991 1,479
Scope 2 (location-based) (3)% (42)% 15,128 15,582 26,066
Scope 2 (market-based) (19)% (80)% 5,338 6,587 26,066
Scope 1 & 2 (location-based) (6)% (43)% 15,800 16,772 27,545
United Kingdom only (8)% (53)% 2,286 2,484 4,862
Scope 1 & 2 (market-based) (20)% (78)% 6,009 7,506 27,545
United Kingdom only (25)% (93)% 343 456 4,862
Intensity ratio Group (market-based tCO
2
e/£m revenue) (17)% (79)% 12 15 58
GHG emissions Scope 3 (tCO
2
e)
1
Category 1 – Purchased goods and services (9)% – 171,365 187,394 –
Category 4 – Upstream transportation and distribution (23)% – 3,337 4,310 –
Category 5 – Waste (17)% – 231 277 –
Category 6 – Business travel (3)% – 1,230 1,264 –
Category 7 – Employee commuting (6)% – 3,280 3,478 –
Category 9 – Downstream transportation and distribution
2
Included in Category 4
Scope 3 Total (9)% – 179,444 196,723 –
Intensity ratio Group (tCO
2
e/£m revenue) (6)% – 366 388 –
Energy consumption (MWhs)
Electricity (non-renewable) (15)% (77)% 13,366 15,729 59,261
Electricity (renewable) 5% – 27,253 25,883 –
Natural gas 3% (27)% 3,047 2,971 4,185
Vehicle fuel (73)% (95)% 132 493 2,890
Total energy (3)% (34)% 43,798 45,076 66,336
United Kingdom only (5)% (45)% 11,181 11,782 20,509
Intensity ratio Group (Total energy/£m revenue) 1% (36)% 89 89 139
Water, Waste, and single-use plastics
Total waste (tonnes) (13)% – 1,201 1,381 –
Waste to landfill (tonnes)
3
(25)% – 402 539 –
Single-use plastics (tonnes)
4
(3)% – 62 63 –
Intensity ratio Group (Total waste/£m revenue) (10)% – 2 3 –
Water use (m
3
) (9)% – 115,850 126,785 –
Intensity ratio Group (Water use/£m revenue) (6)% – 236 250 –
1 Categories 3, 8, 10, 11, 12, 13, 14
and 15 are not included as they
are not relevant to the Group
business model. Category 2
(Capital Goods) is included in
Category 1 (Purchased Goods
&Services).
2 Downstream transportation
(services paid for by ourselves)
is included in Category 4
(Upstream Transportation &
Distribution) per GHG Protocol
guidance. The remaining
Downstream Transportation
& Distribution (not paid for by
ourselves) cannot currently be
measured and we are assessing
the viability of measuring this in
the future.
3 Excluding diverted from landfill
(typically incineration).
4 Single-use plastics utilised for
packaging. TT does not have
any widespread or significant
single-use plastics
consumption, other than
for packaging.
rates; residual mix or grid average emission factors.
We are using an operational control boundary for
direct GHG emissions. We have adopted a cross-
sector calculation method in line with the GHG
Protocol Corporate Standard. For Scope 1 emissions,
we include our total owned and leased vehicle direct
emission impact. Emissions factors, for conversion of
activity or energy consumption into emitted CO
2
e, are
taken from widely used sources, often governmental.
The emissions factors used in this report are the most
recently available at time of publication.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 25
TT Electronics solves technology challenges
to power a sustainable future. Our innovative
solutions enable our customers to create
products that are cleaner, smarter, and
healthier – delivering measurable benefits for
people and the planet today, while shaping a
better world for generations to come.
As a global electronics manufacturer, we recognise the
urgent need to address climate risks and protect the
environment for future generations. In 2023, we
conducted a comprehensive analysis of climate-
related risks and opportunities across multiple
scenarios and timeframes.
We support the transition to a low-carbon economy
through our products and operations and are
committed to achieving Net Zero Scope 1 & 2
emissions by 2030.
The Board acknowledges mandatory disclosure
requirements under the Companies (Strategic Report)
(Climate-related Financial Disclosure) Regulations
2022 and FCA Listing Rule 6.6.6R(8). Our disclosures
align with ten of the eleven TCFD recommendations,
guided by the 2017 and 2021 TCFD frameworks.
We are not yet fully aligned with Strategy (b), as our
analysis of physical and transition risks remains
qualitative. These disclosures comply with the
Companies Act 2006 as amended.
In 2025 we performed an internal review of the Group’s
climate-related risks and opportunities, building upon
the work performed in previous years, which is detailed
in the Strategy section of this TCFD disclosure (see
page 28). Our view remains that significant financial
planning or budgetary change as a result of climate
change is not likely to be required and the transition
to Net Zero is taken into account in the Group’s
strategic planning.
Detail on the 11 recommended disclosures can
be found on the pages highlighted below.
TASK FORCE ON CLIMATE-RELATED
FINANCIAL DISCLOSURES (“TCFD”)
TCFD RECOMMENDATION RECOMMENDED DISCLOSURE
ANNUAL REPORT
REFERENCE
GOVERNANCE
Disclose the organisation’s governance around
climate-related risks and opportunities.
a. Describe the Board’s oversight of climate-related risks and opportunities. Page 27
b. Describe management’s role in assessing and managing climate-related risks and opportunities. Page 27
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.
a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium
and long term.
Page 32
b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financialplanning. Page 28
c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios,
includinga2°C or lower scenario.
Page 29
RISK MANAGEMENT
Disclose how the organisation identifies,
assesses and manages climate-related risks.
a. Describe the organisation’s processes for identifying and assessing climate-related risks. Page 28
b. Describe the organisation’s processes for managing climate-related risks. Page 28
c. Describe how processes for identifying, assessing and managing climate-related risks are integrated into the organisation’s
overall risk management.
Page 28
METRICS AND TARGETS
Disclose the metrics and targets used to assess
and manage relevant climate-related risks and
opportunities where such information is material.
a. Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk
management process.
Page 34
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (“GHG”) emissions, and the related risks. Page 25
c. Describe the targets used by the organisation to manage climate-related risks and opportunities and performance
against targets.
Page 23
TCFD
We recognise the critical
need to analyse both
current and future impacts
of climate change on our
operations, while taking
urgent action to safeguard
the environment for future
generations given the
severity of the climate
crisis. At the same time,
we understand that
building business
resilience to climate-
related shocks is essential
to ensure continuity,
protect value, and enable
long-term sustainable
growth.”
Eric Lakin
CEO
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202526
TCFD CONTINUED
Board oversight of climate-related risks
andopportunities
At TT, the Board of Directors oversees all ESG matters,
including climate-related issues, across Group culture,
strategy, compliance, risk and internal controls as part
of our overall governance, budgetary approval and risk
management frameworks and receives updates on the
status of Group environmental issues (including
sustainability and climate-related risks and
opportunities). The Board also received updates on
the progress made against targets and ongoing action
items in the form of periodic presentations from the
Sustainability Director and supplementary updates.
An overview of risks and opportunities is provided
to the Board as part of ongoing operational and risk
reporting. In addition, an update on the progress of
current projects related to strengthening the reporting
infrastructure for climate-related risks and
opportunities was provided by the Sustainability Director.
A review by the Board of the Group’s Net Zero planning
and Sustainability Strategy is undertaken at least
annually.
The Board’s oversight and support for the Group’s Net
Zero targets has resulted in further investment in
renewables enabling the 2025 expansion of the
Suzhou solar panel installation.
GOVERNANCE
Audit and Governance & Risk Committees
The Board is also responsible for risk management,
supported by the Audit Committee and informed by
the executive Governance & Risk Committee, under
which there is a periodically scheduled risk meeting
which covers climate risks. The Board defines risk
appetite and monitors the management of significant
risks. Climate-related risks are included in the Group
risk register.
Management’s role in assessing and managing
climate-related risks and opportunities
At the direction of the Board, management are
assigned the responsibility to assess, monitor and
manage climate-related risks and opportunities, with
day-to-day management assigned to the Sustainability
Director. We used our existing risk management
structure to manage these processes. Management
received emissions data aggregated from site data
and the details of any actions, strategic or financial
planning required to address climate-related issues.
Responsibility for local risk management, planning
and performance lies with our site managers who
work with our site environmental champions to
formulate and deliver projects and engage employees
with our local and global agendas. The Sustainability
Director advised our sites as appropriate and receives
updates on progress.
CLIMATE-RELATED GOVERNANCE FRAMEWORK
Board of
Directors
Chair: Warren Tucker
Number of meetings in 2025: 8
Overall responsibility for climate-related policy, plans
and budget as well as mitigation of key climate-
related risks and leveraging opportunities.
Chair: Anne Thorburn. Senior
Independent Director
Number of meetings
in 2025: 6
Supports the Board on risk
management. Oversees risk
management and internal
control processes.
Audit Committee
Chair: Eric Lakin, CEO
Number of meetings
in 2025: 4
Supports the Board and the
Audit Committee in monitoring
the exposure to risks, reviewing
risk management processes
and controls. Provides the
framework for managing Group
risks and regularly reviews
principal risks.
Governance &
Risk Committee
Number of meetings
in 2025: Scheduled weekly
Responsible for implementation
of the Group’s ESG strategy,
including climate change risks
and opportunities.
TT Executive
Committee
Management
Help achieve goals, feedback areas for improvement, and update business continuity plans. Responsible
for data collection, reporting, risk assessment and mitigation at site level. Also, the integration of climate
strategy into local business plans.
Group Sustainability
The Sustainability Director updated the Board and the TT Executive Committee on risks and
opportunities, the outcome of climate-related scenario analysis exercises, action plans and/or amends
business processes.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 27
TCFD CONTINUED
Our processes to identify, assess andmonitor
climate-related risks
Climate-related risks are fully integrated into and
considered as part of our overall Group risk
management processes. Our climate-related risk
assessment considers existing and emerging risks
and all risk categories outlined in the TCFD
recommendations in relation to all TT’s global
operations, selected key suppliers and selected key
customer locations. Not all risk categories are
applicable or material to the business.
Climate-related risk identification is performed
both bottom-up, through a detailed assessment at
operational site level, as well as top-down, through
an assessment of strategic and market risks.
Site-level environmental risks are identified as part
of our operational risk assessments. The work
undertaken in 2023 enhanced our site-level
assessment of physical climate-related risks using a
natural hazards risk analysis software tool (Munich Re
Location Risk Intelligence Tool), which provided greater
depth to our analysis of all our global operations.
We also extended this analysis to some of our key
suppliers and customers. Site-level risk assessments
are monitored and consolidated at regional and then
Group level. Alongside risk identification and
assessment, regions provide action plans to
incorporate a consideration for mitigation in the
analysis. This assessment of physical climate-related
risks was initially performed as a “one-off” and will be
repeated at suitable regular intervals, at least every
three to four years, and updated when material
changes occur.
Climate-related transition risks are discussed in
periodic Risk Meetings. We have a “sustainability,
climate change and the environment” risk on our
Group risk register but it is not considered to be a
principal risk. The Group risk register is reviewed by
the Governance & Risk Committee and the Board.
See page 41 for principal risks and uncertainties.
Ongoing data and information relevant to climate-
related risks is supplied through regular Board reports
in the form of dashboards and written submissions.
As part of the risk management processes, the Board
regularly considers its risk appetite in terms of the
tolerance it is willing to accept in relation to each
principal risk based on key risk indicators to ensure
it continues to be aligned with the Group’s goals and
strategy. Each risk is considered as to whether it
currently falls within the Group’s appetite for that risk
and a decision is made on whether to mitigate, control
or accept that risk. As a result, the relative materiality
and the prioritisation of climate-related risks is
considered alongside other Group risks within the
existing Group risk management framework.
STRATEGY
Climate-related risks andopportunities
Outlined in detail from page 31 are the climate-related
physical risks, three climate-related transition risk
categories, and three climate-related opportunity
categories identified during scenario analysis as being
relevant to our business. The Group’s strategic
planning for Net Zero and our emissions reduction
initiatives form the basis of our mitigation strategies
for our risks and our business and product positioning
to benefit from the opportunities.
For the purposes of this disclosure, TT defines time
horizons of where our climate-related risks and
opportunities first occur as follows:
Impact of climate-related risks and opportunities
on the organisation’s businesses, strategy and
financial planning
The qualitative analysis of our climate-related risks
indicates that the climate risk exposure of the Group in
the short term is mostly Very Low, rising to mostly Low
in the medium term. Long term, some climate-related
risks rise to Medium and High levels but, in that time
horizon, it is expected that growth in the business will
facilitate mitigation measures if required.
The Group’s climate-related opportunities are also
expected to be mostly Low in the short term. In the
medium- and long-term horizons the analysis
indicates that climate-related opportunities are
potentially transformational for the Group. The margin
of error in long-term forecasting is high and thus there
is a high level of uncertainty in our long-term impact
estimations for both our risks and opportunities.
Identifying these risks has enabled us to integrate
targeted risk management and mitigation measures
into our plans. While the Group’s existing business
strategy, disclosures, and Net Zero ambition already
provide a degree of financial resilience and strategic
strength against climate change, we are aiming to
refine our product and service strategy to capitalise
on the opportunities identified.
RISK MANAGEMENT
The relative materiality
and the prioritisation of
climate-related risks is
considered alongside
other Group risks within
the existing Group risk
management framework.
ASSESSMENT TIMESCALE
SHORT TERM 2025–2029
In line with specific business plan forecasting
MEDIUM TERM 2030–2035
Encompassing the Group’s ambition to achieve and sustain Net Zero Scope 1 & 2
LONG TERM 2036–2100
Encompassing long-term industry and policy trends, such as UK Net Zero 2050,
the useful life of our facilities and equipment (often >10 years and up to 50 years)
and the manifestation of long-term climate-related risks
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202528
TCFD CONTINUED
Resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios,
including a 2°C or lower scenario
The transition to Net Zero is already incorporated
into the Group’s strategic planning and is considered
“business as usual” with respect to operational and
capital costs. There are no effects of climate-related
matters reflected in judgements and estimates applied
in the financial statements as a result. We will continue
to develop our analysis as new data becomes available,
both internally and externally, and we will continue to
monitor our climate exposures and action plans through
the Group’s risk management framework.
Our approach to climate scenario analysis
We undertook a substantial qualitative and quantitative
analysis of the resilience of our business model and
strategy in 2023. To compare potential climate
outcomes, we used widely referenced public climate
scenarios selected for their relevance to our business
and operating environment. The analysis confirmed
that our strategy is resilient and does not require
significant changes to financial planning or budgeting
within the Group’s strategic framework. This
assessment continues to be considered valid as
of 2025.
Physical risks were analysed using three scenarios
from the Intergovernmental Panel on Climate Change
(“IPCC”) embedded in the software tool used to
analyse physical risks of climate change:
– RCP 2.6: a “very stringent” pathway, likely to keep
global temperature rise below 2°C by 2100.
– RCP 4.5: an intermediate more likely than not to
result in global temperature rise between 2°C and
3°C, by 2100.
– RCP 8.5: a bad-case scenario where global
temperatures rise between 4.1–4.8°C by 2100.
To understand their potential future impact, our
transition risks and opportunities are modelled out to
2050 against two International Energy Agency’s (“IEA”)
scenarios. These were selected as they are
accompanied by supportive datasets, forecasts and
industry projections which are useful for modelling
climate positive outcomes:
– Net Zero Emissions by 2050 Scenario (“NZE”): a narrow
but achievable pathway for the global energy sector
to achieve Net Zero CO
2
emissions by 2050. This
scenario meets the requirement for a “below 2°C”
scenario. NZE also informs the decarbonisation
pathways used by the SBTi.
– Stated Policies Scenario (“STEPS”): representing
projections based on the current policy landscape.
Global temperatures rise by around 2.5°C by 2100
from pre-industrial levels, with a 50% probability.
CLIMATE-RELATED PHYSICAL RISKS
With locations (including both offices and
manufacturing sites) across the world, TT maintains
alarge and diverse geographical footprint. Work
completed in 2023 enhanced our physical risk
assessment, using geospatial risk modelling software
to analyse the Group’s exposure to natural hazards
andhow these risks may change in the future under
various scenarios for global temperature rise by 2030,
2050 and 2100.
Physical climate-related risks incorporate changes to
the environment from the impact of climate change.
The assessment considers acute risks, defined by the
TCFD as the change in frequency and/or intensity of
extreme events, such as river flooding; and chronic
risks, defined as longer-term shifts in climate such as
rising mean temperatures, rising sea levels, changes
in precipitation and weather extremes. The primary
physical climate-related risks for TT are flood, storm
and fire weather stress.
All Group sites were assessed. Five of our sites
(Suzhou, Kuantan, Plano, Mexicali and Juarez) were
deemed to be the most susceptible to climate-related
risk and the potential future risk for these sites, within
the timescales presented here, was classified as
serious. In 2023 Cardiff was included in this list, but
this site was divested during 2024 as part of Project
Albert and production has now ceased at Plano.
Ourdefinition of “serious” in this case is a 100-year
return period meaning that there is a 1 per cent chance
(or 1 in 100 chance) of a significant weather event in a
given year. The nature of the potential climate-related
risk is detailed further in this section. Any other sites
with heightened risk exposure were deemed to be of
low impact to the Group’s ongoing business resilience.
The primary potential financial impact of climate-
related physical risks is business or production
disruption and/or asset damage leading to loss of
revenue, increased insurance premiums, reduced
asset value and reduced labour productivity. In
addition, climate-related physical risks may result
indisruption to local or regional infrastructure or
transportation, and thereby cause disruptions to
our upstream and downstream supply chains.
STRATEGY CONTINUED
Five of our sites (Suzhou,
Kuantan, Plano, Mexicali
and Juarez) were
deemed to be the most
susceptible to climate-
related risk.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 29
TCFD CONTINUED
We also carried out a climate-related physical risk
assessment covering nine key customers (primarily
distributors) and ten key suppliers. The results
suggested that many of the sites assessed are
exposed to heightened physical climate-related risks.
The findings from this analysis have been integrated
into TT’s risk management model, supporting the
ongoing monitoring of business resilience to climate
change across the value chain.
On the back of the analysis, our site managers provided
feedback on individual sites’ historical exposure to
natural hazards and their impact, which to date has
been insignificant. Each individual site reviews and/or
amends business continuity plans and investigates the
requirement for mitigation. The following existing
features and mitigations have been identified:
– All TT sites are insured for both property and asset
damage as well as business interruption (i.e. loss
of profit), which materially limits the Group’s
exposure to climate-related financial impact. Sites
are periodically visited by insurers, at their discretion,
for risk assessment, including climate-related risk.
– Affected assembly operations can be moved and/or
dual manufacturing strategies could be developed.
– Multiple sites operate on more than one floor for
part of their operations. They could be consolidated
on upper floors (partial manufacturing) with notice
(c. one year).
– At least one site is at a higher elevation than
the surrounding area.
For more complex manufacturing facilities a timeline
for a factory move could be lengthy (in the region of
two to three years); however, these facilities could be
moved within the period implied by physical risks and
therefore a plant move is possible as a pre-emptive
mitigation action in the event that the physical risk
were to be considered unacceptable.
TT does not extensively use water-intensive
production processes, so drought risks are minor
and relate to employee wellbeing and services.
CLIMATE-RELATED PHYSICAL RISKS
CONTINUED
CLIMATE-RELATED TRANSITION RISKS
We continue to leverage the work performed in 2023
where we enhanced our transition risk assessment via
a more detailed analysis of our climate risk exposures
and the impact of scenarios. Climate-related
megatrends, which feature in our analysis, are
powerful, transformative forces that can change the
trajectory of the global economy by shifting the
priorities of societies, driving innovation and redefining
business models.
Climate risks and opportunities are assessed on
the timescale (below) and a five-point scale based
on gross impact on business performance.
All TT sites are insured
for both property and
asset damage as well
asbusiness interruption
(i.e. loss of profit), which
materially limits the
Group’s exposure to
climate-related
financialimpact.
ASSESSMENT TIMESCALE
SHORT TERM 2025–2029
In line with specific business plan forecasting
MEDIUM TERM 2030–2035
Encompassing the Group’s ambition to achieve and sustain Net Zero Scope 1 & 2
LONG TERM 2036–2100
Encompassing long-term industry and policy trends, such as UK Net Zero 2050
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202530
TCFD CONTINUED
CLIMATE-RELATED TRANSITION RISKS CONTINUED
RISK RISK DESCRIPTION RISK TYPE FINANCIAL IMPACT
MITIGATION
ANDRESPONSE
IMPACT
SCENARIO
IMPLICATIONS
SHORT
(2025–
2029)
MEDIUM
(2030–
2035)
LONG
(2036–
2050)
Growing UK and
global regulations
on carbon
emissions and
increasing reporting
requirements.
Operational exposure to carbon pricing mechanisms.
The adoption of carbon pricing instruments is rising globally,
driving the price levels of all carbon pricing systems and
therefore the overall risk exposure. UK requirements may
exceed global industry standards.
Current & Emerging
Regulation
Higher energy costs or direct
carbon tax related to Scope 1 &
2 emissions
Our target is to achieve
Net Zero Scope 1 & 2
emissions by 2030.
No change in exposure
between STEPS and
NZE scenarios, given
our projected emissions
profile
Value chain exposure to carbon pricing mechanisms.
The adoption of carbon pricing instruments is rising globally,
driving the price levels of all carbon pricing systems and
therefore the overall risk exposure. The impact is likely to be
felt through potential increases to the cost of raw materials
and transport costs as suppliers pass on the added costs
to their customers.
Higher cost of raw materials
and transport should suppliers
pass on added costs
Our ambition is to achieve
Net Zero.
We are working to set
near-term targets for Scope 3.
No change in exposure
between STEPS and
NZE scenarios, given
our Scope 3 projected
emissions profile
UK listed companies reporting requirements. UK listed
companies reporting requirements become onerous. In
addition, the risk that UK legislation becomes onerous for
specific products and in the extreme drives them out of
existence. Potential loss of revenue and risk of insufficient
internal resource and data management for Group-level
and product-level compliance reporting.
Loss of revenue Resource and data
management for Group-level
and product-level compliance
and reporting.
Requirements may
increase under the
NZEscenario, but we
expect no change to our
risk exposure
Growing global
scrutiny of
commercial
businesses’
impact on, and
preparedness for,
climate change and
the low-carbon
transition.
TT’s position within sustainability relative to performance
and reporting. Investors, lending banks and customers
represent the key stakeholders demanding sustainability
performance from TT, especially around climate change.
Areas of scrutiny may include the Group’s relative
sustainability performance, delivery on targets and the
Net Zero roadmap and strategic plan.
Reputation Not deemed reasonably
possible to define reputational
financial impact
Additional sustainability
resources applied.
Additional reporting and data
management resource and
systems.
No change in exposure
between STEPS and
NZE scenarios, given
our projected emissions
profile
Net Zero roadmap and targets. Investors, lending banks
and customers represent the key stakeholders demanding
sustainability performance from TT, especially around
climate change.
Not deemed reasonably
possible to define reputational
financial impact
Additional sustainability
resources applied.
Additional reporting and data
management resource and
systems.
No change in exposure
between STEPS and
NZE scenarios, given
our Scope 3 projected
emissions profile
Legacy business, new business and NPI supplied to fossil
fuel industry. Risk related to TT’s direct exposure to the fossil
fuel industry.
Not deemed reasonably
possible to define reputational
financial impact
Reduce and phase out
exposure to fossil fuel
industries.
No change in exposure
between STEPS and
NZE scenarios, given
our Scope 3 projected
emissions profile
Materiality
Impact Very low Low Moderate High Very high
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TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 31
Materiality
Impact Very low Low Moderate High Very high
TCFD CONTINUED
CLIMATE-RELATED TRANSITION RISKS CONTINUED
RISK RISK DESCRIPTION RISK TYPE FINANCIAL IMPACT
MITIGATION
ANDRESPONSE
IMPACT
SCENARIO
IMPLICATIONS
SHORT
(2025–
2029)
MEDIUM
(2030–
2035)
LONG
(2036–
2050)
Rapid transition
to a low-carbon
economy and
technological
advancement
stranding legacy
technology, or
impeding
businesses
supplying
customers caught
with legacy
technology.
Legacy business, new business and NPI supplied to
aerospace industry. Loss of revenue as aerospace industry
becomes restricted and taxed to deter emissions.
Market Loss of revenue Additional sustainability
resources applied.
Additional reporting and data
management resource and
systems.
No change in exposure
between STEPS and
NZE scenarios, given
our projected emissions
profile
Technology – excessive technology redundancy in our
manufacturing, product and NPI portfolio. Our technology
(design/manufacturing) must keep pace with market and
customer requirements.
Technology Loss of revenue Additional sustainability
resources applied.
Additional reporting and data
management resource and
systems.
Large impact under
STEPS and NZE
scenarios
Technology – excessive technology redundancy in our
customers’ manufacturing, product and NPI portfolio.
Our customers fail to transition to a low-carbon economy.
Loss of revenue Reduce and phase out
exposure to fossil fuel
industries.
Large impact under
STEPS and NZE
scenarios
CLIMATE-RELATED TRANSITION OPPORTUNITIES
OPPORTUNITY OPPORTUNITY DESCRIPTION
OPPORTUNITY
TYPE FINANCIAL IMPACT
ADAPTATION AND
RESPONSE
IMPACT
SHORT
(2025–
2029)
MEDIUM
(2030–
2035)
LONG
(2036–
2050)
SCENARIO
IMPLICATIONS
Ability to capitalise
on megatrends
associated with the
low-carbon
economy.
Annual profitability from alignment of products that drive
a low-carbon economy.
Market Increased revenue Invest in aerospace
and automation and
electrification products that
drive a low-carbon economy.
Large impact under
STEPS and NZE
scenarios
Significant majority of products are universal enablers. Increased revenue Invest in aerospace
and automation and
electrification products
that enable a low-carbon
economy.
Large impact under
STEPS and NZE
scenarios
Exposure to megatrends – technology and products
(additional profitability).
Increased revenue Invest in technology and
products aligned to climate
megatrends.
Large impact under
STEPS and NZE
scenarios
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202532
TCFD CONTINUED
CLIMATE-RELATED TRANSITION OPPORTUNITIES CONTINUED
OPPORTUNITY OPPORTUNITY DESCRIPTION
OPPORTUNITY
TYPE FINANCIAL IMPACT
ADAPTATION AND
RESPONSE
IMPACT
SHORT
(2025–
2029)
MEDIUM
(2030–
2035)
LONG
(2036–
2050)
SCENARIO
IMPLICATIONS
Products with
applications
thatdirectly reduce
energy
consumption and
emissions may
outperform market
average for growth.
In-house technology and products for decarbonising the
aerospace industry.
Products &
Services
Increased revenue Expand our exposure to
megatrends and applications
related to aerospace.
Product marketing and
marketing resource in
conjunction with future NPI.
Large impact under
STEPS and NZE
scenarios
In-house technology and products for decarbonising the on-
road vehicle, off-road vehicle and traction industries.
Increased revenue Expand our exposure to
megatrends and applications
related to transport.
Product marketing and
marketing resource in
conjunction with future NPI.
Large impact under
STEPS and NZE
scenarios
In-house technology and products for systems, software
and devices that sense, control and manage energy
consumption.
Increased revenue Expand our exposure to
megatrends and applications
related to energy.
Product marketing and
marketing resource in
conjunction with future NPI.
Large impact under
STEPS and NZE
scenarios
Growth through
sustained energy
and carbon
reductions, and
exceeding
sustainability
requirements.
Renewables (Scope 2): purchase of renewable electricity
certificates or corporate power purchase agreements (“PPAs”).
Installation of solar photovoltaic (“PV”) facilities, reducing
reliance on local grid, emissions and operating costs.
Energy Source Reduced costs, decreased
exposure to carbon price risks
(Scope 2)
Net Zero programme, switch
to renewable electricity.
No change in exposure
between STEPS and
NZE scenarios, given
our projected emissions
profile
Energy strategy. Energy use reduction programmes,
elimination of use of fossil fuel & related equipment (Scope 1
& 2 initiatives). Net Zero factory.
Resource
Efficiency
Reduced costs Net Zero programme,
energy reduction.
Employee engagement to
reduce energy consumption.
LED lighting, renewable energy
installations – solar PV,
insulation, boilers.
No change in exposure
between STEPS and
NZE scenarios, given
our projected emissions
profile
Reduce focus on airfreight, eliminate waste from operations,
employee travel assistance, minimise business travel, partner
with suppliers on a Net Zero journey (Scope 3 initiatives).
Logistics strategy.
Reduced costs Net Zero programme,
Scope 3 reduction.
Non-hazardous waste landfill
target.
Recycling, waste reduction
initiatives.
n/a
Materiality
Impact Very low Low Moderate High Very high
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 33
CLIMATE-RELATED METRICS AND TARGETS
TT uses a wide variety of metrics to assess climate-
related risks and opportunities. Metrics (and reduction
targets) for emissions of GHGs play a key role in
reducing our impact on the planet, addressing a
principal risk of reputational damage and bolstering
our climate change opportunities.
In addition to Scope 1 & 2, TT reports the following
material categories of Scope 3: purchased goods
and services, employee commute, business travel,
upstream transportation and distribution, waste
and downstream transportation and distribution
(the upstream element only of the latter).
Targets to manage climate-related risks and
opportunities
Our initial Scope 1 & 2 (market-based) emissions target
of 50% reduction by 2023 (from a 2019 base year) was
achieved in 2022, one year early. Our remaining target is
Net Zero Scope 1 & 2 by 2030. There are also additional
targets to transition all sites to renewable electricity
supply, where at all possible, either externally supplied
or internally generated by 2030.
Executive Director remuneration is linked to
sustainability performance and the achievement of ESG
targets. For 2025, the Short-Term Incentive (“STI”) plan
is weighted as follows: 70% financial performance, 10%
ESG measures, and 20% strategic objectives.
TCFD CONTINUED
The ESG component for 2025 focuses exclusively on
delivering measurable reductions in our Scope 1 and 2
emissions intensity ratio – a metric also included in
the STI plan for the TT Executive Committee.
For the wider leadership group, the 2025 STI plan
includes a 5% weighting tied to the same ESG target.
The table below highlights some of the key metrics
and targets used within the Group.
METRICS & TARGETS
METRIC DEFINITION TARGET
LINK TO CLIMATE-RELATED RISKS
AND OPPORTUNITIES METRIC REPORTING STATUS
Energy consumption
(intensity)
KWhs of consumption for all Group
locations per annum, in ratio to
revenue (£m)
Year-on-year reductions Opportunity to reduce both emissions and
costs with better use of energy source and
efficiency.
Energy consumption is tracked monthly as part of our
emissions data management system. Intensity is
reported annually. Group intensity ratio in 2025 was 91
against 89 in 2024.
Switch to renewables Percentage of consumed electricity
derived from renewable sources
100% by 2030 (subject to availability) Risk exposure to emerging regulation,
reputation and future carbon pricing
mechanisms.
Tracked monthly and reported annually. In 2025 67%
of our electricity was from renewable sources, against
62% in 2024.
Emissions Scope 1 & 2
(market-based,
absolute)
Absolute CO
2
e emissions from our
own operations
Net Zero 2030 Scope 1 & 2. Net Zero
being a state where the amount of
GHGs released into the earth’s
atmosphere is balanced by the
amount of GHGs removed
Risk exposure to emerging regulation,
reputation and future carbon pricing
mechanisms.
Tracked monthly and reported annually. 2025 Scope 1
& 2 emissions 20% lower than 2024 and 78% down
versus the 2019 baseline. See data on page 25.
Emissions Scope 1 & 2
(intensity)
CO
2
e emissions from our own
operations, in ratio to revenue (£m)
Net Zero 2030 Scope 1 & 2 Risk exposure to emerging regulation,
reputation and future carbon pricing
mechanisms.
Tracked quarterly and reported annually. Group
emissions intensity in 2025 was 12, against 15 in 2024.
Waste to landfill General waste, that cannot reasonably
be recycled or diverted, sent to landfill
(measured as a percentage of total)
Zero by 2035 Opportunity to improve resource efficiency. Tracked monthly as part of our emissions data
management system and reported annually. In 2025
33% of our total waste was sent to landfill, 137 tonnes
less than 2024.
Executive Director
remuneration is linked
tosustainability
performance and
theachievement
ofESGtargets.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202534
Read more about
governance
frompage45
Under Section 172 of the Companies Act
2006, Directors are required to promote
the success of the Company for the benefit
of our shareholders, while having regard to
the factors set out in Section 172 including
the interests of our otherstakeholders.
The principal decisions taken by the Board in 2025
centred around:
– Consideration of unsolicited proposals for the Group
leading to the recommendation of the Cicor Offer.
The Board’s engagement with investors and
advisers informed the Board’s responses to the
unsolicited conditional proposals received during
the year and its recommendation of the Cicor Offer.
– Organisational response to market and operational
challenges. Feedback from our sites, senior
management and customers all played a role in
the Board’s analysis and the Company’s response
to operational challenges in 2025, including the
decision to deploy specialist external resources
and capability into the Company’s Cleveland
manufacturing facility to accelerate the required
turnaround programme.
– Closure and last time buy initiative for the
Company’s Plano site. Engagement with our team
at the Plano site as well as customers and suppliers
affected by the decision played a significant role
in the work undertaken to complete this project.
– The decision to assess all options in respect of the
Company’s Components business was informed
through engagement with our teams in the
business, our investors and our customers.
The Board believes that engagement with our
stakeholders is key to the long-term success of our
business. We use the knowledge and feedback gained
from our stakeholders to push our business forward
and respond to key requirements and challenges in the
industries in which we operate. The Board considers
its current engagement mechanisms to be effective.
The Board fully understands its role in this process
and regularly reviews the Group’s key stakeholders
and the impacts our activities have on these groups.
The Board encourages open and purposeful
engagement so that they can use clear and honest
feedback to assist in their decision-making processes.
The nature of Board meetings allows information
about our stakeholders to flow from the workforce,
through commercial teams and senior management
to the Board and back down the organisational
structure. The Board also actively seeks feedback
from external advisers to help form its strategic
decisions. Throughout the year, the Board considered
how stakeholders are affected by its key decisions.
The following engagement disclosures describe
how the Board has had regard to the matters set
out in Section 172 (1) (a) to (f) and forms the Directors’
statement required under Section 414CZA of the
Companies Act 2006.
STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT
ENGAGING OUR STAKEHOLDERS
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
35TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 35
STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED
STAKEHOLDER
OUR ACTIVITIES THAT
AFFECTTHEM
HOW WE ENGAGE
ATBOARDLEVEL
HOW WE ENGAGE ACROSS
THEGROUP
OUTCOMES OF
ENGAGEMENT
CUSTOMERS
AND SUPPLIERS
– R&D and new product introduction
– Products, including those supporting
environmental sustainability
– Operations and production pipeline
– Safety, environmental quality control
and reliability
– Sustainability targets
– Legal and regulatory compliance
– Payment practices/prompt payment
– Inventory management
– Responsible business practices
– Supply chain management
– Modern slavery review
– CEO, ExCo and the Board regularly receive
reports from functional leads and regional
divisions on key customer and supplier
initiatives
– The Board reviews and approves responsible
business practices
– Overview of environment and sustainability
actions and targets through reports from
functional leads
– Engagement with Executive Directors
and senior management on organisational
structuring to improve customer experience
and product development
– Day-to-day contact on supply chain,
products and service
– R&D partnerships with customers
and universities
– Collaboration across regions
to meet customer needs
– Undertaking Voice of the Customer surveys
to receive customer feedback
– Supplier assessments
– Engagement with customers regarding
downturn in the Components business
and last time buy arrangements at Plano
– Additional support provided at Cleveland
site to ensure we deliver to customer and
supplier expectations
– Closure of Plano site whilst supporting
customers through a last time buy initiative
and providing certainty to suppliers
– Product roadmaps aligned to customer
needs
– Feedback from Voice of the Customer
survey programme
– Monitoring of global supply chain, inventory
management and export risks
EMPLOYEES
– TT Way values and conducting business
with integrity
– Safety and wellbeing, including financial
planning and security
– Employee Assistance Programme
– Training and development
– Group employment policies
– Engagement and community support
activities
– ED&I activities
– Environmental sustainability
– Pensions
– Flexible working initiatives
– Oversight of Group culture
– Board, CEO, CFO and ExCo site visits
– Reviewing employee pulse surveys results
and action plans
– Oversight of ED&I actions
– Regular workforce, talent and succession
updates
– Support for Employee Assistance
Programme
– Board carries out Employee Engagement
Sessions with sample of workforce during
site visits
– Oversight and review of changing strategic
priorities and the effects on the workforce
Read more
on page 54
– Employee pulse surveys
– Site employee forums and Town Halls
with ExCo members during site visits
– Regular Company-wide communication
and on-demand access to information and
employee forums via ConnecTT
– BE Inspired recognition scheme
– Training and development activities aligned
to business and employee needs
– Regular employee information sessions on
personal wellbeing, salary review, pay rates
and company-wide employee benefits
– Stakeholder consultation on major changes
to process and policy
– Career conversations and personal
performance development plans
Read more
on pages 20 to 21
– Employees proactively informed and
engaged during the Cicor Offer process
– Closure of Plano site with appropriate
employee engagement and consultation
– Employees engaged in assessing strategic
focus
– Further development of sustainability
initiatives with employee engagement
– Investment in employee education and
training activities
– Financial wellbeing initiatives
36 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202536
STAKEHOLDER
OUR ACTIVITIES THAT
AFFECTTHEM
HOW WE ENGAGE
ATBOARDLEVEL
HOW WE ENGAGE ACROSS
THEGROUP
OUTCOMES OF
ENGAGEMENT
INVESTORS
– Financial performance
– Leadership
– Governance and transparency
– Sustainability/ESG
– Reputation
– Communication
– Regular reports to the Board on investor
views on the business including ESG matters
– Direct Shareholder engagement on the
business including on results and ESG
programme
– Results announcement and presentation
– Publication of the Annual Report
– Voting and engagement at AGM and General
Meetings
– CEO, CFO, and Board engagement with
investors and advisers on enhancing the
purpose of the Company and external
comms to give a better understanding of our
investment case
Read more
on page 49
– Appropriate governance policies
– Alignment of business and employees
around the Group strategy
– Collection of data supporting external
reporting and ESG strategy
– Appropriate consideration and response
to unsolicited conditional proposals for
the Group and recommendation of the
Cicor Offer
– Review of all options in respect
of the Components business
– Additional support provided at Cleveland
site to drive turnaround and results.
– Stable access to capital
– Ambitious environmental sustainability
targets
SOCIETY
– Products that enable a safer, healthier
and more sustainable world
– Responsible business practices
– Environmental practices and sustainability
– Employment training and apprenticeships
– ED&I focus
– Employee Assistance Programme
– Local supply chains
– Supporting local communities
– Oversight of Group strategy including ESG
strategy and performance
– The Board reviews and approves responsible
business practices
– Receipt of reports from functional and
regional leads
– Net Zero consideration
– Legal and regulatory compliance
– Responsible business practices including
environmental practices and approach
to modern slavery
– STEM education activities in local
communities
– Charitable initiatives in local communities
– Regular monitoring of our ESG and
sustainability programmes
Read more
on page 19
– Suzhou solar panel installation expansion
– Focus on products that enable a safer,
healthier and more sustainable world
– Driving Sustainability and ED&I strategy
at Board, Group and site level
STAKEHOLDER ENGAGEMENT AND SECTION 172 STATEMENT CONTINUED
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
37TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 37
Our focus has been to ensure the
Group is well positioned to respond
to the requirements of the new
UKCorporate Governance Code,
not only ensuring compliance but
also strengthening our confidence
in the resilience and effectiveness
of our governance framework.”
Jennifer Chase
Group Financial Controller
The Board of Directors is responsible for risk
management and internal controls, supported by
the Audit Committee and informed by the executive
Governance & Risk Committee. The Board defines risk
appetite and monitors the management of significant
risks to ensure that the nature and extent of significant
risks taken by the Group are aligned with overall goals
and strategic objectives.
The Governance & Risk Committee supports the
Boardand the Audit Committee in monitoring the
exposure through regular reviews, including reviewing
the effectiveness of risk management processes
andcontrols.
The Group Head of Internal Audit & Risk assists
the Governance & Risk Committee by advising
management on improvements to the overall risk
management framework, facilitating the risk review
process and providing independent experience and
input to the process.
Risk management processes and internal control
procedures are established within business practices
across all levels of the organisation. Risk identification,
assessment and mitigation, including climate-related
risks, are performed at an operational level, as well as
through top-down assessment of strategic and market
risk at the Executive management and Board level.
RISK MANAGEMENT POLICY
The Group’s risk management strategy sets out the
Group’s approach to risk management including its
risk appetite, oversight and monitoring and roles and
responsibilities. The Group’s risk management
framework draws from the three lines of defence:
– The first line comprises the site operational and
finance teams responsible for day-to-day
management of risk and delivery of control
procedures with oversight from site management.
– The second line reflects the risk management
framework and includes regional and functional
teams who drive compliance including Group Legal,
Finance, Human Resources and HSE, with oversight
and monitoring from senior management and
Executive management.
– The third line comprises oversight from the Board,
Audit Committee and Governance & Risk Committee
with independent assurance from the Group Internal
Audit function.
RISK APPETITE
Risk management and internal controls provide
reasonable but not absolute protection against risk.
The Board acknowledges and recognises that in the
normal course of business, the Group is exposed
to risk and that it is willing to accept a level of risk
in managing the business to achieve its strategic
priorities.
Risk appetite is not static and, as part of its risk
management processes, the Board regularly considers
its risk appetite in terms of the tolerance it is willing to
accept in relation to each principal risk based on key
risk indicators to ensure it continues to be aligned with
the Group’s goals and strategy.
Each principal risk is considered as to whether or not
it currently falls within the Group’s appetite for that
risk. As part of the year-end risk assessment with the
Board, it was confirmed that all of the principal risk
areas continue to be within Board and Executive
management’s appetite for that risk.
RISK PROFILE AND EMERGING RISKS
At the direction of the Board, Executive management
performed a robust assessment of the principal and
emerging risks facing the Group, taking into account
those that would threaten the business model, future
performance, solvency or liquidity, as well as the
Group’s strategic objectives. This process includes
a bottom-up analysis of key risks at a site, functional
and regional level, including climate-related risks.
This year, we undertook a comprehensive review of the
significant risks facing the business and the material
controls designed to mitigate them. We have stratified
the risk landscape into two categories – principal risks
and Group risks – and identified five principal risks.
These are the risks that, if they materialised, could
threaten the Company’s business model, future
RISK
MANAGEMENT
ROBUST PRACTICES IN SUPPORT OF OUR BUSINESS MODEL
Risk management
processes and internal
control procedures are
established within
business practices
across all levels of the
organisation.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202538
Audit Committee
Oversees risk management and internal control processes
Executive Committee
The Executive Committee, being chaired by the CEO and consisting of
Executive management, reviews detailed risk updates from the Governance
& Risk Committee and, in turn, reports these to the Board
Governance & Risk Committee
Provides framework for managing risks; regular reviews of principal risks;
and risk management processes
Business units/site-level steering and reporting
Implement and embed risk management at an
operational level
Functional-level steering and reporting
Risk identification assessment and
implementation of risk management action plans
and actions
Regional-level steering and reporting
Risk identification assessment and
implementation of risk management action
plans and actions
Board of Directors
Primary responsibility for risk oversight; setting strategic objectives; and defining risk appetite
Risk and Assurance function
RISK MANAGEMENT CONTINUED
OUR RISK MANAGEMENT FRAMEWORK
performance, solvency, liquidity, or reputation. They
represent the risks the Board considers most critical
to TT’s long-term success. This exercise has resulted
in a new principal risk: “Resilience and recovery”, aimed at
strengthening our ability to maintain business continuity
and adapt effectively to potential disruption events.
Supporting these principal risks is a broader set of
Group risks, which are regularly reviewed and reported
to ensure a holistic view of the risk landscape, see
page 41 for further detail.
Executive management and the Governance & Risk
Committee perform further analysis to prioritise these
risks, with a focus on those principal elements posing
the highest current risk to the achievement of the
Group’s objectives or the ongoing viability of the
business. Risks assessed as higher priority are
consolidated into a Group Risk Register. The
Governance and Risk Committee reviews the actions
put in place at the site and regional level to manage
these current and emerging risks. Risks included on
the register are monitored closely by the Board in
terms of both prioritisation and mitigation strategies.
It is recognised that, while these “top risks” represent
a significant proportion of the Group’s risk profile,
Executive management and the Governance & Risk
Committee continue to monitor the entire universe
of potential risks to identify new or emerging threats
as well as changes in risk exposure and a risk horizon
scanning exercise is performed annually.
The risk horizon scanning exercise includes
consideration of the emerging risks facing TT
as a global provider of electronics technologies
and, as a result, if any new emerging risks or additional
mitigating controls require inclusion on the Group risk
register. The Governance & Risk Committee reviews
the Group risk register to ensure that the risk profile
is appropriate and includes all relevant risks including
emerging risks as needed.
The Group has long been conscious of the ESG
agenda which is reported to the Board through
our Executive Committee. There continues to be a risk
that a negative perception of our ESG profile could
impact on our ability to attract new talent to the
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 39
business, build relationships with our customers,
positively impact the communities in which we
operate, and attract investment from potential
shareholders. The risks in relation to these areas are
captured in two Group risks, “Sustainability, climate
change and the environment” and “Health and safety”.
TT is committed to achieving its sustainability
objectives, reducing carbon emissions and improving
efficiency. We have set out our approach and our
progress in these areas in the “Our people,
communities and environment” section of this report
from page19 and in the TCFD section of this report
from page 26.
INTERNAL CONTROL ENVIRONMENT
The Internal Audit function is operated under a directed
co-sourced arrangement with PwC to enhance the
levels of resource and expertise available to the Group
in specific areas, with its activities under the direction
of the Governance & Risk Committee and the Audit
Committee. A risk assessment is performed each year
when building our internal audit plan to ensure that it
continues to be focused on the risks that are relevant
and important to the Group and reflects the latest
changes and developments. All of our manufacturing
sites perform a self assessment against the Control
Framework and the results inform the scope of the site
level internal audit programme of work.
The Board monitors the Company’s internal control
systems and has reviewed their effectiveness in 2025.
The review process considered all material controls
including, (i) the information relating to the general
controls environment as outlined in the Internal Audit
reports submitted to the Audit Committee at each
meeting; (ii) financial controls; (iii) compliance controls;
(iv) the key outputs of the controls framework
programme; and (v) management actions in relation
to internal and external audit findings.
RISK MANAGEMENT CONTINUED
PREPARATION FOR THE UK CORPORATE
GOVERNANCE CODE CHANGES
Provision 29 of the UK Corporate Governance Code
places a clear responsibility on boards to monitor
their company’s risk management and internal control
framework and to review its effectiveness at least
annually. From financial years beginning on or after
1 January 2026, companies will be required to report
in their annual report:
– How the Board monitored and reviewed the
effectiveness of the framework;
– A formal declaration on the effectiveness
of material controls; and
– Details of any material controls that did not operate
effectively, together with actions taken or planned
to address them.
Recognising the importance of these changes, 2025
has been a year of preparation and alignment. Our goal
is to ensure that, when the new requirements take
effect, the Board can confidently confirm the
effectiveness of TT’s risk management and internal
control systems, with particular emphasis on material
controls.
To achieve this, we established a dedicated Provision
29 readiness project, led by a Governance and
Controls Lead, sponsored by the CEO, and overseen
by both the Governance & Risk Committee and the
Audit Committee. This project has provided a
structured approach to readiness, ensuring strong
governance and clear accountability at every stage.
Looking ahead, testing of material risks and controls
will be a key focus during 2026 providing the
foundation for the Board’s declaration in the 2026
Annual Report. This work will not only ensure
compliance with the Code but also strengthen
confidence in the resilience and effectiveness
of TT’s governance framework.
Read more about
internal controls
in the Audit
Committee report
onpage63
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202540
Likelihood
RISK MANAGEMENT CONTINUED
PRINCIPAL RISKS AND UNCERTAINTIES
The risk management framework is
described on page 39. Using this framework
the Board sets out the risks that it currently
believes to be most significant to the Group
as they have the potential to undermine the
achievement of our strategic objectives.
The Group risk matrix represents the risks and
uncertainties faced by the Group. These risks,
identified by the Board through a robust risk evaluation
described on page 38. These risks, if materialised,
could threaten the Group’s business model, future
performance, solvency, liquidity, or reputation.
The Group’s five principal risks are framed in the
upper right of the matrix and highlighted in bold.
These risks and their corresponding mitigating actions
are summarised in the table on page 42.
Group risks
1. IT systems and information
2. Resilience and recovery
3. General revenue reduction
4. Geopolitical
5. Research and development
6. Contractual risks
7. People and capability
8. Supplier resilience
9. M&A and integration
10. Health and safety
11. Sustainability, climate change
and the environment
12. Legal and regulatory compliance
2025 principal risks
Very low Very high
Very low Very high
12
2
5
1
11
7
4
10
6
3
8
9
Impact
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 41
RISK MANAGEMENT CONTINUED
RISK # RISK DESCRIPTION POTENTIAL IMPACT MITIGATING ACTION CHANGE IN THE YEAR
1 IT systems and information
Cyberattacks which may affect the
confidentiality, integrity and availability
of our IT systems and the data held
Sponsor
Eric Lakin
– Reputational impact, business disruption
and potential deterioration in customer
relationships
– Regular analysis of cybersecurity and
data management
– IT strategy reviewed by management
and the Board
– Information security policies in place
– IT security and enterprise resource planning
(“ERP”) specialists in place
– Processes and tools put in place to support
cybersecurity certifications
– Annual penetration testing
– Internal vulnerability scanning
– Alignment to regulatory cyber standards
2025
Risk increased.
We continually update and strengthen our
cyber controls in response to ongoing cyber
risks which are increasing in complexity
andmagnitude.
2 Resilience and recovery
Failure to adequately prepare for a significant
event that affects business operations
resulting in prolonged down time and loss
ofrevenues
Sponsor
Eric Lakin
– Business disruption, revenue reduction
and deterioration in customer relationships
– Disaster recovery plans in place in case
of system failure
– Business continuity plans in place with
procedures to be implemented in case
of an incident
– Ability to manufacture products over several
manufacturing sites
– Review and prioritisation activities relating
to key infrastructure and operations
New principal risk for 2025, ensuring business
continuity amid disruptions.
3 General revenue reduction
Reduction in demand and orders due
to an economic downturn
Sponsor
Eric Lakin
– Decelerating sales growth affecting
operating profit
– Monitor the wider economic conditions
of our markets
– Timely financial reporting to monitor
performance and provide a basis for corrective
action when required
– Ongoing optimisation of our cost base and
strategic moves creating a more resilient
portfolio
– Management structures in place to enable
a rapid response to changing circumstances
2025
Risk stable.
We continue to monitor the wider economic
conditions and any impacts on our sites.
Targeted improvement programmes have
resulted in improved efficiency and
costreduction.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202542
RISK MANAGEMENT CONTINUED
RISK # RISK DESCRIPTION POTENTIAL IMPACT MITIGATING ACTION CHANGE IN THE YEAR
4 Geopolitical
War, the threat of war, trade wars, blockades,
sanctions, political polarisation either globally
or locally that might affect our ability to trade,
resulting in reduced sales and profitability
Sponsor
Eric Lakin
– Reduction in revenue, profitability
and cash generation
– Supply chain challenges
– Non-conformance/inability to trade
with restricted countries/entities
– Diversification of manufacturing
sites strategy
– Diverse product offering
– Management structures in place to enable a
rapid response to changing circumstances
– Strong customer relationships with key
account managers
2025
Risk increased.
Geopolitical tensions remain elevated; however,
our diverse offering across North America,
Europe and Asia reduces any individual event
impacting on our business and customers.
5 Research and development
Delay in new product development which
is intended to support revenue growth
Sponsor
Eric Lakin
– Increased cost in product development
– Delay in achieving projected revenue
– Inability to meet the latest requirements
due to a step change in technology
– Close collaboration with key customers
– Active monitoring of costs and milestones
– Target R&D more effectively
– Implementation of standard project
management disciplines
2025
Risk stable.
A rise in engineering productivity and efficiency
in 2025 has underpinned improved results.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 43
VIABILITY STATEMENT AND PROSPECTS
In accordance with the UK Corporate Governance
Code, the Directors have assessed the viability and
long-term prospects of the Group over the period to
December 2028, taking into account the Group’s
current position and the potential impact of the
principal risks and uncertainties set out on pages 41
to 43 of the Strategic report. Based on this
assessment, 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 period to December 2028.
The Group delivers engineered electronics that help
customers meet performance-critical requirements.
From custom components to complex assemblies,
we design, engineer and manufacture vertically
integrated solutions tailored to highly regulated
markets. We deliver high-reliability electronic products
and manufacturing solutions that enable healthcare
innovation. We provide high-reliability solutions that
enable the next generation of aerospace and defence
technologies across land, air, and sea platforms.
Our solutions for automation and electrification
enhance performance, improve efficiency and
support dependable operation across a broad range of
industrial and infrastructure applications, from factory
automation to EV charging and smart energy systems.
While the Directors have no reason to believe the
Group will not be viable over a longer period, the period
over which the Directors consider it possible to form a
reasonable expectation as to the Group’s longer-term
viability is the three-year period to 31 December 2028
and aligns with the business cycle including product
development and order intake trends. At 31 December
2025 the Group’s Revolving Credit Facility (“RCF”) of
£162.4 million had a maturity date of June 2027 and
drawings under this facility were £14.5 million. In
March 2026, the RCF was amended and extended
with a new expiry date of June 2028 and revised
facility size of £105.0 million. The first £37.5 million
tranche of the Private Placement (“PP”) unsecured
loan notes mature in December 2028 and the Directors
have taken the view that replacement debt funding
of a broadly similar nature should be available
to the Group in advance of this maturity date.
In making this statement, the Directors have carried
out a robust assessment of the principal risks facing
the Group, including those that would threaten its
business model, the underlying mitigation planning,
the assessment of future performance, solvency and
liquidity, and the Group’s internal controls environment.
In performing the assessment, the Directors have
further stress-tested the Group’s financial projections
for the period covered by the viability statement, testing
it for “business as usual” risks (such as profit growth
and working capital variances), the combined impact
of “severe but plausible events”, as well as a “reverse”
stress test to understand the conditions which could
jeopardise the future viability of the Group. This work
included assessing against financial covenants and
facility headroom. See note 1.
This severe but plausible events stress testing
included consideration of the potential impact of the
Group’s principal risks and uncertainties outlined on
pages 41 to 43. The stress testing specifically included
the impact of the following principal risks crystallising
during the three-year period to 31 December 2028: IT
systems and information, resilience and recovery;
general revenue reduction; geopolitical; and research
and development. The financial impact associated
with the other principal risks were considered not likely
to have a material impact within the viability period
or their financial effect was covered within the overall
downside economic risks implicit within the
stress testing.
The Group’s wide geographical and sector
diversification helps minimise the risk of serious
business interruption or catastrophic reputational
damage. Furthermore, the business model is
structured so that the Group is not overly reliant
on any single customer, market or geography. While
this review does not consider all of the risks that the
Group may face, the Directors consider that this stress
testing-based assessment of the Group’s prospects
is reasonable in the circumstances of the inherent
uncertainty involved.
GOING CONCERN
In determining the appropriate basis of preparation
of the financial statements, the Directors are required
to consider whether the Group can continue in
operational existence for the foreseeable future.
After making enquiries and having considered
forecasts and appropriate sensitivities, the Directors
have formed the judgement that there is a reasonable
expectation that the Group has adequate resources
to continue in operational existence for the foreseeable
future, being at least 12 months from the date of these
financial statements.
More information on the going concern judgement
can be found in note 1 to the financial statements.
Accordingly, the financial statements have been
prepared on a going concern basis with no material
uncertainties identified.
The 2025 Strategic report, from pages IFC to 44,
has been reviewed and was approved by the Board
of Directors on 24 March 2026.
Eric Lakin Richard Webb
Chief Executive Officer Interim Chief
Financial Officer
RISK MANAGEMENT CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202544
KEY GOVERNANCE HIGHLIGHTS FOR 2025
Board changes
– CEO transition to Eric Lakin
– CFO transition to Acting CFO Richard Webb
– Appointment of Karina Rigby as a Non-executive Director
(“NED”)
Read more
on page 49
Organisational
restructuring
– Plano site closure
– Cleveland turnaround strategy utilising external resource
– Assessment of Components potential divestment
Read more
on page 49
Cicor recommended
Offer
– Considering unsolicited offers for the Company from Cicor
and DBAY
– Recommending Cicor’s offer for the Company
– Stakeholder engagement on the unsolicited offers
Read more
on page 49
Board engagement
with employees
– Direct employee engagement by all NEDs throughout the year.
– Two site-based employee/NED sessions completed in 2025
– Board discussions and actions completed relating to employee
feedback from engagement sessions
Read more
on page 50
GOVERNANCE
AT A GLANCE
BOARD COMPOSITION
BOARD DIVERSITY – GENDER
Our Board split
3 – Women
4 – Men
7 Board members
1 – Independent Non-executive Chair
2 – Executive Directors
4 – Independent Non-executive Directors
7 – Strategy/Growth
6 – M&A/Financing
6 – Manufacturing/Engineering
5 – Finance/Risk
5 – Leadership/management
DIRECTORS’ SKILLS AND EXPERTISE
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 45
2034
2033
Karina Rigby
Michael Ord
Inken Braunschmidt
Anne Thorburn
Warren Tucker
2019
2020
2021
2022
2023
2025
2024
2026
2027
2028
2029
2030
2031
2032
BOARD TENURE IN YEARS
Board
Audit
Committee
Nominations
Committee
Remuneration
Committee
Number of meetings held 8 6 2 4
Chair
Warren Tucker 8/8 – 2/2 4/4
Executive Directors
Erik Lakin
1
6/6 – – –
Richard Webb
2
5/5 – – –
Peter France
3
2/2 – – –
Mark Hoad
4
2/2 – – –
Non-executive Directors
Anne Thorburn 8/8 6/6 2/2 4/4
Inken Braunschmidt
5
8/8 6/6 2/2 4/4
Michael Ord 8/8 6/6 2/2 4/4
Karina Rigby
6
2/2 1/1 - -
Alison Wood
7
5/5 4/4 2/2 3/3
1 Eric Lakin was appointed to the Board on 10 April 2025.
2 Richard Webb was appointed to the Board on 12 May 2025.
3 Peter France stepped down from the Board on 9 April 2025.
4 Mark Hoad stepped down from the Board on 10 April 2025.
5 Inken Braunschmidt was appointed Chair of the Remuneration Committee on 30 June 2025.
6 Karina Rigby was appointed to the Board on 1 October 2025.
7 Alison Wood stepped down from the Board on 30 June 2025.
BOARD ATTENDANCE 2025
Karina Rigby
Michael Ord
Inken Braunschmidt
Anne Thorburn
Richard Webb
Eric Lakin
Warren Tucker
3
3
3
4
1
2
3
2
2
3
1
2
1
1
BOARD EXTERNAL APPOINTMENTS
Listed company mandates based on ISS voting guidelines
Listed company boards based on Glass Lewis voting guidelines
UK CORPORATE GOVERNANCE CODE COMPLIANCE STATEMENT
1. Board leadership and Company purpose
Read more
on page
A. Board effectiveness, long-term value and
sustainability 49
B. Purpose, values, strategy and culture 51
C. Governance framework 52
D. Stakeholder engagement 50
E. Workforce policies and practices 55
2. Division of responsibilities
F. Roles and responsibilities 56
G. Leadership structure 55
H. External appointments 47
I. Board policies and processes 51
3. Composition, succession and evaluation
J. Appointments, succession planning and ED&I 58
K. Skills, experience, knowledge and length of service 47
L. Performance evaluation 61
4. Audit, risk and internal control
M. Financial reporting, internal and external
auditfunctions 64
N. Fair, balanced and understandable 65
O. Internal controls and risk management 64
5. Remuneration
P. Policies and practices 68
Q. Directors’ Remuneration Policy table 74
R. Remuneration outcomes and performancetargets 72
The Nominations Committee monitors a schedule of the Directors’ tenure and reviews potential departure dates assuming the relevant Directors are not
permitted to serve more than three three-year terms (nine years) from their appointment date, unless in exceptional circumstances.
GOVERNANCE AT A GLANCE CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202546
BOARD OF DIRECTORS
OUR TEAM
Warren Tucker
Chair
N R
Joined: April 2020
Current external appointments:
– Non-executive director and
chair of the audit committee of
Tate & Lyle plc (UK Listed)
– Non-executive director and
chair of the audit committee of
BCP V Modular Services
Holdings Limited (operating
globally as Modulaire)
– Trustee on the board of Magna
Learning Partnership and
Chalke History Festival
Relevant skills and experience:
– Strategy/Growth
– M&A/Financing
– Equity and Debt Capital Markets
– Financial and Risk
Management
– International Business
– Manufacturing/Engineering
– Operations/Supply Chain
– Aerospace & Defence sector
– Investor Relations
Past appointments:
– Non-executive director of
Reckitt Benckiser Group plc and
the Foreign, Commonwealth
and Development Office
– Chief financial officer of
Cobham plc
Eric Lakin
Chief Executive Officer
G
Joined: January 2025
Relevant skills and experience:
– Strategy Growth
– M&A
– Integration
– Innovation
– International Business
– Risk Management
– Talent Succession
– Leadership Management
– Engineering/Manufacturing
– Sales and Marketing
Past appointments:
– Chief Financial Officer of Ceres
Power plc
– Chief Financial Officer of
Smiths Interconnect
– Chief Financial Officer of
Morpho Detection
Anne Thorburn
Senior Independent
Non-executive Director
A
N R
Joined: July 2019
Current external appointments:
– Senior independent director
of IMI plc (UK listed)
– Board member and chair
of the audit committee of SPT
LabTech Limited
Relevant skills and experience:
– Strategy/Growth
– Financial Management
– Risk Management
– Audit and Internal Control
– M&A/Financing
– International Business
– Operations/Supply Chain
– Medical and Industrial sectors
Past appointments:
– Senior Independent director
and chair of Audit Committee
of Diploma PLC (UK listed)
– Chief financial officer of Exova
Group plc
– Group finance director of British
Polythene Industries plc
– Non-executive director of
BTG plc
Richard Webb
Interim Chief Financial Officer
G
Joined: May 2025
Relevant skills and experience:
– Strategy/Growth
– Leadership/Management
– Financial Management
– International Business
– Transformation
– M&A/Financing
– Equity and Debt Capital Markets
– Aerospace & Defence sector
Past appointments:
– Group Finance Director,
Wickes Group plc
– Group Chief Financial Officer,
Ultra Electronics Holdings
Limited
– Group Financial Controller
& Group Treasurer, Ultra
Electronics Holdings plc
OUR COMMITTEE KEY
N
Nominations
Committee
R
Remuneration
Committee
G
Governance &
Risk Committee
A
Audit
Committee
Chair of the
Committee
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 47
BOARD OF DIRECTORS CONTINUED
Karina Rigby
Independent
Non-executive Director
N R A
Joined: October 2025
Current external appointments:
– Member of the Board of BELIMO
Holding AG
Relevant skills and experience:
– Strategy/Growth
– M&A
– Restructuring & Transformation
– Operational Excellence
– International Business
– Manufacturing/Engineering
– Product Technology
– Operations/Supply Chain
– Leadership/Management
– Industrial & Energy sectors
Past appointments:
– President of the Critical Systems
Division and Global Utilities Head at
Eaton Corporation
Ian Buckley
General Counsel
and Company Secretary
G C
Joined: March 2024
Relevant skills and experience:
A qualified solicitor, with a
postgraduate diploma in intellectual
property law and practice. Ian has over
15 years’ experience advising on UK
and international matters, focusing on
corporate, commercial, regulatory,
intellectual property and litigation.
Past appointments:
– Solicitor with Reed Smith LLP, with
a practice focused on M&A and life
sciences.
Michael Ord
Independent
Non-executive Director
N
R A
Joined: January 2023
Current external appointments:
– Group Chief Executive of
Chemring Group plc (UK listed)
Relevant skills and experience:
– Strategy/Growth
– Transformation
– Technology/Innovation
– Manufacturing/Engineering
– Product Technology
– Risk Management
– Leadership/Management
– Aerospace & Defence sector
Past appointments:
– Managing director of business
units of BAE Systems plc
– Trustee of The Education &
Training Foundation
Read more
on Board
biographies on our
website:
www.ttelectronics.
com/investors/
leadership/
Inken Braunschmidt
Independent
Non-executive Director
RN A
Joined: July 2024
Current external appointments:
– Non-executive director and chair
of the remuneration committee
of Xaar plc (UK listed)
– Non-executive director and chair
of the remuneration committee
of James Fisher and Son plc (UK
listed)
– Member of Digital Programme
Board of the Royal Academy of
Engineering Society
Relevant skills and experience:
– Strategy/Growth
– International Business
– Technology/Innovation
– Transformation
– M&A/Financing
– Manufacturing/Engineering
– Remuneration Policy-setting
– Talent/Succession
– Leadership/Management
– Medical, Energy and Marine
Services sectors
Past appointments:
– Chief Innovation and Digital
Officer and member of the
Executive Board of Halma plc
– Chief Innovation Officer RWE AG
& Innogy SE
OUR COMMITTEE KEY
N
Nominations
Committee
R
Remuneration
Committee
G
Governance &
Risk Committee
A
Audit
Committee
Chair of the
Committee
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202548
CHAIR’S INTRODUCTION TO GOVERNANCE
DELIVERING
GOOD
GOVERNANCE
During a year of executive
leadership transition and renewed
external interest in the Group, the
Group’s strong corporate culture
and the resourcefulness of its
people continues to demonstrate
TT’s ability to adapt and evolve.”
Warren Tucker
Chair
GOOD GOVERNANCE
The Board continues to drive high standards of
governance across the Group. Our Governance and
Directors’ report explains how we have applied the
principles and provisions of the UK Corporate
Governance Code 2024 (“the Code”).
This year we successfully guided the Company
through both a CEO transition and CFO interim
transition process, together with the engagement of a
new Non-executive Director (“NED”) Board member. I
am pleased to report that this process led to the
appointment of Eric Lakin first as acting CEO in April
2025, and then following a process to explore and
benchmark other candidates, as CEO in August 2025.
Eric brings a proven track record in engineering and
industrial sectors. He was previously CFO of Ceres
Power, a FTSE clean energy technology business.
Before that he spent ten years at Smiths Group in a
variety of roles, latterly as CFO of Smiths Interconnect.
Given the CEO change it was important to make a
prompt transition from our previous CFO and,
accordingly, Richard Webb was appointed as Interim
CFO in May 2025. Richard brings a proven track record
of driving organic growth, change initiatives and cost
efficiencies. He was previously Group Chief Financial
Officer at Ultra Electronics having worked there for
12years, including when it was a constituent of the
FTSE250.
Additionally in October we were pleased to welcome
Karina Rigby as a new NED, her wealth of international
experience in value creation, driving business
excellence, growth, manufacturing and transformation
is already benefiting the Group.
In accordance with our succession planning, Inken
Braunschmidt was appointed as Chair of the
Remuneration Committee, as Alison Wood had
completed nine years of service and stood down at the
2025 AGM.
For more information on the CEO and CFO transition
process, together with the NED appointment, please
see the Nominations Committee report on page 58.
Recommended Offer for the Company
In October 2025 the Board made the unanimous
decision to recommend Cicor’s Offer for the Company
(an offer Cicor subsequently improved to 150 pence in
cash per TT share), following a number of prior
unsolicited proposals from Cicor and DBAY on less
attractive terms which had been rejected by the Board.
The rationale for such recommendation was set out in
the 30 October 2025 announcement of the
recommended offer, and followed extensive advice
from financial advisers and shareholder engagement.
Given the value of the offer the Board submitted the
acquisition to TT shareholders for their consideration.
At the shareholder meeting on 7 January 2026 only
51.77% of shareholders by value voted in favour of the
Scheme, and, accordingly, Cicor’s proposed acquisition
did not proceed.
Our people have shown great commitment through
maintaining their focus on supporting the needs of the
business and delivering for our customers during this
offer period.
Chair transition
It was clear to me that following the January
shareholder vote the Company is at an inflection point
and, accordingly, after two three-year terms as Chair, I
informed the Board that I intended to step down. The
Board asked that I remain as Chair until the 2026 AGM
in order to allow for an orderly transition. The process
to identify my successor is advancing well.
I would like to take this opportunity to acknowledge
formally my appreciation for the significant
contribution and support which I have received from
my fellow directors throughout my time with the
Company. It has been an honour to work with them
and to serve the Company in my capacity as Chair of
the Board.
Strategic prioritisation for future growth
The Strategic report highlights the key areas of focus
for the Board in 2025 in driving forward TT’s strategic
plan. The following initiatives are particularly
noteworthy, in highlighting the Board’s focus on TT’s
strategic prioritisation:
I would like to take
thisopportunity to
acknowledge formally
myappreciation for the
significant contribution
and support which I have
received from my fellow
directors throughout my
time with the Company.
Ithas been an honour to
work with them and to
serve the Company in
mycapacity as Chair of
the Board.”
Warren Tucker
Chair
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 49
CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
– The decision to close the Company’s Plano
manufacturing site, to focus resource and time on
the areas of the business with the greatest growth
potential.
– The announced deployment of specialist external
resource and capability to the Company’s Cleveland
manufacturing site to accelerate the required
turnaround strategy. Such deployment has helped to
stabilise the site and position it for future growth. In
September the Board visited the Cleveland site to
review progress and to discuss future plans in person.
– The announced and ongoing assessment of all
options in respect of the Company’s Component
business.
– The Board’s decision during the offer period to focus
on the delivery of the 2025 plan and building order
intake for 2026 and beyond.
– Ongoing operational improvement initiatives including
inventory management, commercial pricing and
operational excellence.
– Preparation and alignment for the implementation
of the new Corporate Governance requirements in
respect of material controls,
– The implementation of a review and strengthening
of our approach to identifying and addressing key risks
for our business (see page 65 for further details).
– The Group’s continued commitment to achieving Net
Zero, and the further progress made on that journey.
– The continued focus on talent management, ED&I and
succession planning (as described in more detail in
the Nominations Committee report on page 59).
– Cash flow generation and debt reduction.
Whilst responding to the developments noted above,
the Board has also remained focused on strategic risk
considerations and on delivering the other strategic
priorities of the Group in 2025, and has continued to
prioritise operational improvement in key areas such
as Health and Safety, Sustainability, ED&I and linking
our corporate purpose and values to our culture. These
are reinforced in the “People, environment and
communities” section (on page 19) and the
stakeholder engagement summary on page 35 (which
also includes our s172 statement). These sections
outline the continued focus on people and
sustainability initiatives throughout the year.
Diversity and stakeholder engagement
Following the appointment of Karina Rigby on
1October 2025, the female composition of our Board
is 42.85%, in compliance with the UK Listing Rules
(UKLR 6.6.6R(9)) target of 40% female representation
on listed company boards. In addition, with Anne
Thorburn as the Group’s Senior Independent Director,
the Company is in compliance with the UK Listing
Rules target that at least one senior Board position is
held by a woman. This evidences the Group’s
continued direction of travel in terms of promoting
gender diversity at the Board level. As at the date of
publication, we have not met the FCA target as stated
in UKLR 6.6.6R(9) that at least one member of the
Board should come from an ethnic minority
background (read more in the Nominations Committee
report on page 60).
As we explain in the Nominations Committee report on
page 60, the Board is committed to working on NED
succession planning over the next year and we are
hopeful that this will improve the level of gender and
ethnic diversity on our Board in the future. A core
element of our approach to diversity is based around
the wide range of experience that our Board members
bring to the decision-making process, as well as their
capability in sectors that are close to TT’s business
operations. It is my view that this wealth of expertise,
together with the honest, open and collegiate way in
which the Board operates, lies at the heart of how we
operate as a collective group in progressing TT’s
growth agenda.
The Board has maintained a strong focus on
stakeholder engagement, in particular in considering
and responding to the unsolicited offers made for the
Company. Wherever possible, meetings have been
held face to face, and with a wide range of important
stakeholder groups, including TT staff and senior
management, and shareholder representatives, with
due consideration given to customers and suppliers.
These key stakeholder events in the 2025 Board
schedule included the following:
– Board visits to our Bedlington (UK) and Cleveland
(US) sites, to meet senior management and staff
working in these business units.
– As part of her induction programme Karina spent one-on-
one time with key personnel within the Group’s leadership
team and time at TT’s sites, including Kuantan (Malaysia),
with further visits scheduled in 2026.
– Additional NED visits to Barnstaple and Abercynon (UK)
and Kuantan (Malaysia).
– Various face-to-face sessions were conducted by the NEDs
throughout the year with site leaders and divisional/functional
heads to discuss business dynamics and operational
challenges (through Board dinners and ad hoc meetings).
– Face-to-face dialogue was held with key advisers (including
TT’s brokers and financial advisers) on key areas of strategic
planning and investor relations, together with targeted
engagement with investors involving (at separate times) the
Chair, CEO and CFO (see page 37 for more detail).
– As part of the annual Board cycle, the Chair met with a
number of shareholders who accepted his invitation to
discuss TT’s business; this process was supplemented by
additional shareholder meetings to discuss the market and
operational developments in the second half of the year.
The Board believes that these meetings have been important
in setting the Group’s strategic direction, across various
regions (with different cultural approaches), reflecting factors
such as cost inflation pressures, geopolitical challenges and
staff retention/hiring considerations, without losing sight of
TT’s corporate purpose. Some examples of how these factors
have impacted the Board’s decision-making in 2024 are set out
in the “Stakeholder engagement” section (on page 35) and
elsewhere throughout the Strategic report.
UK Corporate Governance Code compliance
TT is committed to achieving and maintaining the highest
standards of corporate governance. Throughout the year, the
Group was compliant with all of the relevant provisions of the
Code. The Code is available to view at the website of the FRC,
www.frc.org.uk. The table on page 46 sets out where details
and explanations of the application of the principles of
corporate governance can be found in this Annual Report.
Conclusion
During a year of executive leadership transition and renewed
external interest in the Group, the Group’s strong corporate culture
and the resourcefulness of its people continues to demonstrate
the Group’s ability to adapt and evolve. That evolution is ongoing,
through the strategic changes being implemented by our CEO
with Board oversight. In 2026 the Board will continue to play a
proactive role in building upon our strong corporate culture, and
our business fundamentals, to deliver future growth.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202550
CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
COMPANY PURPOSE, STRATEGY
AND VALUES
The Board’s main role is to provide oversight and
leadership of the Group, to determine and ensure the
implementation of the Group’s strategy, and to
maintain the highest standards of corporate
governance. Underpinning these aspects of the
Board’s responsibilities lies the principal aim of
ensuring the sustainable, long-term success of the
Company.
The Board understands the relationship between the
Company’s purpose, strategy and values and their
importance to the long-term success of the Group.
The Board oversees and monitors our culture to
enable the Board to be satisfied that it aligns with the
Group’s purpose, values and strategy and is reflected
consistently in our workplace policies and practices.
RELATIONSHIP BETWEEN PURPOSE, STRATEGYANDVALUES
WHY?
Our corporate Purpose describes why we do
what we do and aligns the whole of the Company.
WHAT?
Our strategy defines what we do for both our
employees and our wider stakeholders. The
Company’s strategy is clearly defined and
regularly reviewed by the Board. The multi-year
strategic plan is discussed in detail and is
approved annually, based on the Company’s
activities; its progress on delivering strategic
priorities; and challenges identified within the
business and in the wider macroeconomic and
geopolitical environment.
HOW?
The Company’s values, culture and behaviours
drive how we execute our relationships with
internal and external stakeholders and our
strategic vision. Our TT Way values (see page 44)
describe our culture and set out how we expect
our employees, from the top down, to conduct
business and act with integrity, transparency and
professionalism.
Good governance sets the tone for the culture of
TT. The Board and Executive Directors strive to
promote an atmosphere of openness and trust
throughout the Group.
The Company’s Purpose statement is:
To engineer and manufacture electronics
solutions that enable a safer, healthier and more
sustainable world.
The Board considers that this Purpose is an
appropriate reflection of the Group’s culture,
strategic direction and impact on the world.
regulatory requirements, policy-setting, identifying and
creating a framework for the Company’s internal audit
and risks and managing Business Continuity Plans.
During 2025 sustainability and climate-related
activities were managed by the Group Head of
Sustainability who is responsible for setting policies
and procedures, ensuring best practice and regulatory
compliance and reporting to internal and external
stakeholders as well as developing actions and
frameworks to inform TT’s strategic planning process.
Health and Safety and Environment (“HSE”) activities
were managed and overseen by the Group Head of
HSE, their work monitors statutory compliance, the
development of HSE management systems and tools,
reporting on HSE performance and evaluating risks
relating to the Company’s activities. The Executive
Committee and the Board received reports and
updates on Sustainability and HSE throughout
theyear.
LEADERSHIP STRUCTURE
During 2025, with the change in leadership in April
2025, the governance framework was re-structured to
create a clearer, more streamlined line of reporting.
The Executive Leadership Team was replaced by the
Executive Committee. The Executive Committee was
expanded compared to the previous Executive
Leadership Team and comprises of the CEO, CFO, EVP
HR, General Counsel & Company Secretary together
with each of the regional EVPs, with collective
responsibility monitoring and driving delivery of the
Group’s strategy.
The Senior Leadership Team constitutes the Executive
Committee, together with site and specific functional
leads, with the remit to review and discuss strategic
and operational matters, and to aid onward
information sharing. The Governance & Risk
Committee is responsible for compliance with
Read more about
our people
onpage20
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 51
LEADERSHIP STRUCTURE
The terms of reference for each of the Audit,
Remuneration and Nominations Committees
can be found on our website. The terms of
reference are reviewed and approved annually.
CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER
REMUNERATION
COMMITTEE
– Determine the Directors’ Remuneration Policy for
shareholder approval at least every three years.
– Determine remuneration packages and terms and
conditions of employment for the Executive
Directors, Senior Managers and the Board Chair.
– Approve the design, performance measures,
targets and outturns of incentive schemes for
the Executive Directors and Senior Managers.
– Set the Remuneration Policy within the wider
context of remuneration trends across the
workforce.
– Produce an annual report of the implementation
of the Directors’ Remuneration Policy i
NOMINATIONS
COMMITTEE
– Review and advise the Board on the structure, size,
composition and skills matrix.
– Review the overall leadership needs of the
organisation including considering succession
planning for the NEDs (having due regard to their
length of service), Executive Directors and
members of the Executive Committee, and make
recommendations to the Board.
– Manage the search for, and selection of, suitable
candidates for the appointment of replacement
or additional Directors and nominate candidates t
o the Board.
AUDIT
COMMITTEE
– Monitor the integrity of the financial statements
and the Group results announcements.
– Recommend appointment and remuneration of the
Auditor, assess effectiveness and monitor provision
of non-audit services.
– Ensure maintenance of sound financial control and
risk management systems including oversight of
Internal Audit.
– Review accounting policies and procedures,
decisions of judgement affecting financial reporting
and compliance with accounting standards and
regulations.
DISCLOSURE
COMMITTEE
– Advise Executive Directors and the Board on the
identification of inside information and the timing
and method of its disclosure.
BOARD
EXECUTIVE COMMITTEE
– Review business performance and agree and implement any actions as necessary
– Collectively responsible for monitoring and driving delivery of the Group’s strategy, ensuring consistent execution and embedding
the culture and values of the Group
– Act as a forum to raise and debate significant operational issues
GOVERNANCE & RISK COMMITTEE SENIOR LEADERSHIP TEAM (“SLT”)
Key
Reporting
Delegation
Committee report on page 68 Committee report on page 58 Committee report on page 63
CHAIR’S INTRODUCTION TO GOVERNANCE CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202552
BOARD ACTIVITIES & KEY DECISIONS
LEADERSHIP AND COMPANY PURPOSE
During the year, in addition to standing items
on the agenda, the Board discussed and
implemented the following business items.
The stakeholder groups considered in the
decision-making process are identified for
each area.
STRATEGY
Key decisions
– Recommended offer from Cicor Technologies Ltd
(read more on page 49)
– Review and approve closure plan of the Plano (US) site
– Cleveland (US) site operational improvement plan
(read more on page 50)
– Components business strategic review (read more on
page 50)
– Strategic planning for future growth
– Oversight of engineering, technology and product
roadmaps
Stakeholders considered
– Our people, customers & suppliers, investors
ESG/ENGAGEMENT
Key decisions
– Project Lighthouse – controls framework reforms
– Investor engagement on bid defence and CEO change
– Sustainability planning and progress (including
continued development of our Net Zero journey)
– Site visits: Bedlington (UK) and Cleveland (US) (aligned
with scheduled Board meetings) and other ad hoc visits
for individual Board members (see page 50)
– Investor feedback on financial results
Stakeholders considered
– Our people, investors, society
PEOPLE
Key decisions
– CEO and CFO changes and transition processes
(readmore on page 49)
– Induction programme for new NED
– Recruitment and retention processes and
successionplanning
– Direct employee engagement sessions with the
Boardin Cleveland (US) and Bedlington (UK)
Stakeholders considered
– Our people, customers & suppliers, investors
OPERATIONS
Key decisions
– Plano site closure
– Cleveland improvement plan
– Customer engagement and improving customer
relationships and service
– Board-level CRM, Marketing and Net Promoter
Scorereview
– Contract wins and commercial bids reported at
eachmeeting
– Overview of supply chain resilience
– Overview of site-specific operational performance
– Global geopolitical events
Stakeholders considered
– Our people, customers & suppliers, investors
FINANCIAL
Key decisions
– Deep dive review of inventory management
– Cost efficiency planning
– 2026 budget review
– Improving financial reporting from site level to Group
Executive Committee
– Regular review of existing and emerging financial risks
– Tax/Treasury reviews
– CFO appointment and transition
Stakeholders considered
– Our people, customers & suppliers, investors
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 53
LEADERSHIP AND COMPANY PURPOSE CONTINUED
What sets us apart
isn’tjust what we achieve,
but how we achieve it.
Ourvalues shape our
decisions, our behaviours,
and our impact — creating
a culture where we build a
business that is resilient,
responsible, and ready for
the future.”
Viki Matthews
EVP Human Resources
WE DO THE
RIGHT THING
From ethics within our
workforce and safety matters,
to consideration of our wider
impact on the environment
and our communities, we pride
ourselves on doing the right
thing and encourage others to
do the same. Our customers
benefit from our focus on
providing cleaner, smarter
and healthier solutions to
technology challenges.
– Statement of Values and
Business Ethics Code
– Whistle-blowing reports
– Safety metrics
– Integration of ESG and
sustainability matters into
decision-making and
business practices
– Net Zero Scope 1 & 2 target
by 2030 and other
environmental impact
reduction work
– Anti-bribery and corruption
policies
– Modern Slavery Policy
– Global supplier standards for
corporate and social
responsibilities
– Gender Pay Gap reports
– ED&I Policy
WE BRING OUT THE
BEST IN EACH OTHER
Our people are our greatest
asset. We know that
supporting development,
promoting wellbeing, ED&I
and collaborating with our
colleagues leads to better
performance for our people
and our business.
– Leadership programmes and
conferences
– Succession planning/talent
reviews
– Remuneration schemes and
employee benefits
– Cross-divisional working and
information sharing
– Workforce engagement on
remuneration
BOARD ACTIONS
The Board is active in establishing, embedding and maintaining culture. The Board sets the tone from the top embodied in the ‘TT Way’ values
setout above. Translated into the everyday actions through the Board’s interactions with the wider business team and oversight of the Executive
Directors. Informing the risk appetite and degree of risk mitigation undertaken (see page 38). Guiding the positive impact the business has on
itspeople, communities and environment (see page 19). Monitored via actions including the Audit Committee receiving reports from the
Whistleblowing hotline and updates to the Board received from the EVP HR.
WE ACHIEVE MORE
TOGETHER
Throughout the business,
our people are encouraged to
share their ideas and feedback
to improve the way we work.
Our culture of openness and
transparency is demonstrated
through the reporting systems
we have in place and the
two-way conversations we
have with our employees, our
customers and our suppliers.
– Best practice sharing across
the Group
– Ensuring transparency in
reporting systems
– Site-specific pulse surveys
– Voice of the Customer
surveys
– Board engagement directly
with employees throughout
the year
– Continuous improvement
employee ideas
WE CHAMPION
EXPERTISE
Our talented team of
design, engineering and
manufacturing experts
operates in a supportive
culture that champions
knowledge, skills, innovation,
problem-solving and service.
We cannot achieve our
purpose without passionate
support for technical expertise
in the business – from R&D
and manufacturing to
marketing and sales.
– Focus on capabilities –
power, connectivity, sensing,
and manufacturing and
engineering
– R&D investment as a
percentage of sales target
– Review of product roadmaps
– BE Inspired awards for
individual achievements
– Focus on training, STEM
and=apprenticeship
initiatives
WE GET THE JOB DONE...
WELL
TT’s performance outcomes
are an indicator of getting
the job done, but our success
is based on a culture of pride
within our organisation to
do the best job we can.
From the boardroom to our
manufacturing sites,
decision-making is based on
achieving the best results the
TT Way.
– Strategic decisions for
long-term success
– Strong capital discipline and
financing to ensure
continued availability of
funds to invest in the
business
– Continual site rationalisation
reviews
– Improved asset and product
roadmaps
– Customer feedback and
Voice of Customer surveys
BOARD OVERSIGHT OF CULTURE MATTERS
OUR TT WAY VALUES
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202554
LEADERSHIP AND COMPANY PURPOSE CONTINUED
organisational restructuring, financial performance
from site-level to Group-level, operational restructuring,
opportunity pipeline and climate-related risks and
opportunities) together with operational, financial,
human resources, IT security, HSE and sustainability,
legal, governance and investor relations items.
The Directors reviewed, throughout the year, the
opportunities and risks to the future success of the
business by receiving and discussing information from
both internal and external sources regarding the issues
affecting the business, the wider industry and the
macroeconomic/geopolitical environment. The
non-standard areas of focus for the Board in 2025 are
shown on page 49.
Leadership structure
Details of TT’s Board of Directors are set out on pages 47
to 48 of this report. The leadership structure chart on
page 52 provides further information on how leadership
at the Board level is discharged. Most importantly, the
Board comprises a majority of independent NEDs, with
the division of responsibilities between the Chair and
Chief Executive Officer having been clearly articulated.
The Board believes that its composition, the structure of
its principal Committees and the processes it has in
place to discharge its primary areas of responsibility,
meet the requirements of “Board Leadership” and
“Composition” under the Code.
The Board has established a number of Committees,
each with its own delegated authority defined in terms
of reference. The Board reviews these terms periodically
(the last occasion being in December 2025) and
receives reports and copies of minutes of Committee
meetings. The Board appoints the members of all
principal Board Committees, having received the
recommendations of the Nominations Committee.
For the purposes of engagement with the workforce
under the Code, the Board has continued the method
of engagement adopted in 2024. The Board believes
that all NEDs should have responsibility for employee
engagement to maximise overall engagement
andexposure.
All members of the Board engage directly with the
workforce through site visits and a rotation of live
employee engagement sessions at different sites
throughout the year. The Board considers this
arrangement to be effective because it allows every
Board member to participate, rather than channelling
engagement through a single Director, enabling
insights and engagement to occur collectively and
giving more members of the Board access to direct
engagement activities with our employees. The Board
receives a report summarising engagement feedback
and outcomes from the Board engagement sessions.
The ESG reporting structure was restructured in 2025,
to ensure those with responsibility for ESG have
regular access to the Executive Committee to align
on strategy and actions. The Governance & Risk
Committee was given greater emphasis to assist with
its focus on responding to the material controls
requirement implemented under the revised UK
Corporate Governance Code.
Additionally, the Board directly received regular
updates from the:
– EVP HR whose role is to: initiate, monitor and
regularly review employee engagement activities
across all sites; manage the format and process of
Board engagement with employees; monitor and
assess the Company culture and how it is being
reflected in employees’ actions and behaviour from
the top down, and to keep the Board is fully informed
of the voice of the employee. More information on
our employee engagement activities is provided on
page 50 and sustainability initiatives, including
climate-related risk are described from page 23;
– Sustainability Director on sustainability progress
and initiatives including climate-related risks; and
– Global Director Health, Safety & Environment on
all matters relating to health and safety and the
environment including relevant metrics.
LEADERSHIP
The Board
Subject to the Company’s Articles of Association, UK
legislation and any directions given by special
resolution, the Board manages the Company’s
business. The Board has reserved certain specific
matters to itself for decision. These include strategic
development; financial policy/reporting; internal
control and capital structure (including tax and
treasury matters); policy relating to acquisitions and
disposals; contracts exceeding certain thresholds; and
corporate governance matters (including non-financial
policies and appointments/remuneration at a
management layer below Board level).
The Board appoints its members, and those of its
principal Committees, having received the
recommendations of the Nominations Committee.
It also reviews recommendations of the Board
Committees and the financial performance and
operation of the Group’s businesses. It regularly
reviews the identification, evaluation and management
of the principal risks faced by the Group, including
emerging risks, and the effectiveness of the Group’s
system of internal control as set out on pages 63 to 67.
Board and Committee meetings are scheduled in line
with the Company’s financial calendar, thereby
ensuring that the latest operating data is available for
review and sufficient time and focus can be given to
matters under consideration. During the year, there
were eight principal Board meetings on scheduled
dates, for which full notice was given. A large number
of additional meetings were held in the year to address
performance, trading updates, site performance
challenges and bid defences. The Board has held two
principal meetings to date during 2026. The NEDs
regularly meet, without the Executive Directors
present, as a standing agenda item.
The main events in the Board calendar are the
approval of the half-year and full-year results, the
Board site visits, the review of the multi-year strategic
plan and the approval of the budget towards the end
of the year. At each meeting during 2025 the Board
discussed strategic issues (principally focused on
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 55
LEADERSHIP AND COMPANY PURPOSE CONTINUED
DIVISION OF RESPONSIBILITIES
Chair, Chief Executive Officer and Senior Independent Director
The division of responsibilities between the Chair and the Chief Executive Officer has been defined, formalised in writing and approved by the Board:
ROLES AND RESPONSIBILITIES
Chair Chief Executive Officer Senior Independent Director
Maintains responsibility for:
– The leadership and effectiveness of the Board
and for setting its agenda
– Ensuring all Directors receive accurate, timely
and clear information on financial, business and
corporate matters so they can participate in
Board decisions effectively
– Facilitating the effective contribution of NEDs
– Ensuring constructive relations between
Executive and Non-executive Directors
– Ensuring effective communication with
shareholders
– Ensuring the performance of individual
Directors, the Board as a whole, and its
Committees are evaluated at least once a year
Maintains responsibility for:
– The operations of the Group
– Developing Group objectives and strategy,
having regard to the Group’s responsibilities to
its shareholders, customers, employees and
other stakeholders
– Successful implementation and achievement
of strategies and objectives, as approved by
the Board
– Managing the Group’s risk profile, including
its HSE/Sustainability performance
– Ensuring the Group’s businesses are managed
in line with strategy and approved business
plans, and complying with applicable legislation
and Group policy
– Ensuring effective communication with
shareholders
– Setting Group human resource policies,
including management development and
succession planning for the senior
management team
Maintains responsibility for:
– Reviewing the performance of the Chair
– Providing a sounding board for the Chair
on strategic matters/succession planning
– Supporting the Board on the delivery of key
objectives
– Acting as an intermediary for Board members
and/or an alternative point of contact for
investors (as required)
DIRECTORS’ INTERESTS
The table showing the beneficial interests held by
Directors of the Company (directly or through their
connected persons) at 31 December 2025 is shown in
the Remuneration report on pages 89 and 93. The only
change to the number of shares held by Directors
between 31 December 2025 and 24 March 2026 is the
reduction of Warren Tucker’s interests to nil.
CONFLICTS OF INTEREST
In accordance with the provisions on conflicts of
interest in the Companies Act 2006, the Company has
put in place procedures for the disclosure and review
of any conflicts, or potential conflicts, of interest
Directors may have, and for the authorisation of such
conflicts by the Board. All new external appointments
taken on by Directors in 2025 were pre-approved by
the Board before the effective date of the appointment.
In deciding whether to authorise a conflict or potential
conflict, the Directors must have regard to their general
duties under the Companies Act 2006. The Board
reviews the overall time commitment and
responsibilities of any new external appointment for a
current Director. The authorisation of any conflict, and
the terms of authorisation, may be reviewed at any
time and, in accordance with best practice, we
conduct an annual review of Director conflicts
of interest and external appointments.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202556
LEADERSHIP AND COMPANY PURPOSE CONTINUED
APPOINTMENTS TO THE BOARD
Rules for the appointment and replacement of
Directors are set out in the Company’s Articles of
Association. Directors are appointed by the Board on
the recommendation of the Nominations Committee.
Directors may also be appointed or removed by the
Company by ordinary resolution at a general meeting
of holders of ordinary shares. The office of a Director
shall be vacated if his or her resignation is requested
by all the other Directors, not being fewer than three in
number. Further details of the activities of the
Nominations Committee are set out on page 58.
COMPENSATION FOR LOSS OF OFFICE
There are no agreements between the Company and
its Directors or employees providing for compensation
for loss of office or employment that occurs as a result
of a takeover bid except that provisions of the
Company’s share plans may cause options and
awards granted under such schemes to vest on
takeover, subject to the satisfaction of any
performance conditions. Further details of the
Executive Directors’ service contracts can be found in
the Directors’ Remuneration Policy. Copies of the
Executive Directors’ service contracts and letters of
appointment of the NEDs are available for inspection
by any person at the Company’s registered office,
during normal business hours on any weekday (other
than public holidays) and at the AGM from 15 minutes
before the start of the AGM until its conclusion.
BOARD SUPPORT
All Directors have access to the advice and services
of the Group General Counsel and the Company
Secretary. They are also offered training to fulfil their
role as Directors, both on appointment and
subsequently. In 2025 there were Board sessions
aimed at developing a greater awareness and
understanding of our business and stakeholders
as well as tailored sessions led by relevant advisers
regarding bid defence and directors’ responsibilities
and liabilities. The Board visited our sites in Bedlington
(UK) and Cleveland (US) where they received
presentations about site-based operations and
completed employee engagement sessions. During
the year Inken Braunschmidt visited Barnstaple and
Abercynon in the UK, Warren Tucker visited Kuantan,
Malaysia and Karina Rigby visited Suzhou, China.
There were also update sessions around cybersecurity
and the changing legal and regulatory landscape.
There is an agreed procedure for any individual
Director to take independent professional advice at
the Company’s expense if they consider it necessary.
The Group maintains Directors’ and Officers’ Liability
insurance. The Directors of the Company also benefit
from a qualifying third party indemnity provision in
accordance with Section 234 of the Companies Act
2006 and the Company’s Articles of Association. The
Company has provided a pension scheme indemnity
within the meaning of Section 235 of the Companies
Act 2006 to Directors of associated companies.
Each member of the Board, including the SID, has the
right to include items on the Board agenda or the
agenda of the Committees they sit on.
RELATIONS WITH SHAREHOLDERS
The list of engagement activities and our relations with
shareholders during the year are set out on pages 50
and 35 to 37.
Find our Articles
of Association
at www.ttelectronics.
com/investors/
governance
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 57
COMPOSITION, SUCCESSION AND EVALUATION
NOMINATIONS
COMMITTEE REPORT
MEMBERSHIP
Warren Tucker (Chair)
Inken Braunschmidt
Alison Wood (resigned 30 June 2025)
Anne Thorburn
Michael Ord
Karina Rigby (appointed 1 October 2025)
KEY ACTIVITIES DURING THE YEAR
– CEO transition following 2024 year-end results, leading to the
appointment of Eric Lakin first as acting CEO in April 2025 and
following a process to explore and benchmark other candidates as
CEO in August 2025.
– Recruitment process and appointment of Richard Webb as Interim
Group CFO in May 2025.
– NED recruitment process completed, culminating in the appointment
of Karina Rigby to the Board in October 2025.
– Ongoing review of the Listing Rules requirements for Board and senior
management ED&I targets.
– Succession/recruitment project ongoing with an external agency to
consider future NED requirements, factoring in ED&I considerations,
NED length of service and the future needs of the business.
WHAT’S INSIDE
Key activities during
the year 58
2025 review 59
Equality, diversity &
inclusion 60
Board composition 60
Board and Committee
performance evaluation 61
Directors’ performance
evaluation 62
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202558
COMPOSITION, SUCCESSION AND EVALUATION CONTINUED
Richard Webb as Interim Chief Financial Officer and
Executive Director on the Board with effect from 12
May 2025.
The Committee also completed the search for another
NED and was pleased to recommend Karina Rigby
who brought excellent international experience as well
as recent relevant experience in value creation, driving
business excellence, growth, manufacturing and
transformation. Karina was appointed to the Board on
1 October 2025 as Non-executive Director and a
member of the Nominations, Remuneration and Audit
Committees. Karina joined the Board for the site visit
to Cleveland (US) in September and the Committee
engaged in planning Karina’s induction programme
with the majority of the induction activities being
pushed out to 2026 given the Cicor recommended
offer during the last quarter of 2025.
As announced on 2 September 2024, Alison Wood
stepped down as Independent Non-executive Director
and Chair of the Remuneration Committee at the 2025
AGM. The Committee’s succession plan had already
placed Inken Braunschmidt in line to replace Alison as
the Chair of the Remuneration Committee and she
smoothly transitioned to this role with effect from the
2025 AGM.
All of the changes above were considered against the
backdrop of continued strategic execution and the
need to ensure the Board has the right balance of
experience, independence and sector insight to
support the Group through a period of operational
transformation and market challenges.
The Committee notes that the following external
agencies were engaged in the recruitment exercises
completed in 2025: CEO and CFO – Henrok Consultants;
and NED – Lygon. The Committee confirms that here
are no connections between TT, its Directors and any of
the external agencies that require disclosure in relation to
the 2025 recruitment exercises.
2025 REVIEW
During 2025, the Committee comprised a majority
of Independent Non-executive Directors in line with
governance principles. The Committee’s principal
duties include overseeing the identification and
evaluation of potential Board and senior executive
candidates; reviewing Board composition, diversity
and skills; and supporting robust succession
planning for Directors and key leadership roles.
The Committee’s activities are carried out with
access to external search and assessment resources
where appropriate and with regard to the
Committee’s terms of reference and the Board
Diversity Policy. The Committee reports to the Board
on its deliberations and recommendations.
As announced on 10 April 2025, the Chief Executive
Officer, Peter France, stepped down from the Board
with immediate effect; and Eric Lakin (previously CFO
designate) was appointed Acting Chief Executive
Officer and joined the Board as an Executive Director
to minimise disruption and ensure continuity and
stability at an uncertain time for the Group. The
Committee swiftly commenced the process to
interview CEO candidates, with external recruitment
consultants engaged. Eric Lakin was considered
through the same recruitment process as all other
candidates. After an extensive search and
benchmarking process that considered a strong field
of external candidates, the Committee
recommended to the Board that Eric was the best
person to lead TT forward given his proven
leadership skills and the good progress he had made
in stabilising the Company since taking over in April
2025. Eric was formally appointed as CEO on 12
August 2025.
Concurrently, the Committee also initiated the search
for an interim Chief Financial Officer to replace Mark
Hoad who retired on 10 April 2025 (such retirement
as previously announced on 14 November 2024).
TheCommittee completed an externally facilitated
search and recommended the appointment of
The Committee held two scheduled meetings in 2025
(supported by unscheduled meetings to support CEO
and CFO transition) at which, in addition to the
recruitment exercises described above, the Committee
kept under review TT’s senior management team
(operating at Executive Committee level and a layer
below), together with selected members of the wider
leadership group.
In addition to the activities referenced above:
– The Committee assessed its performance in 2025
as part of the Board evaluation. It was concluded
that the Committee had performed effectively and
was structured appropriately to provide effective
support to the Board.
– The Committee kept under review ED&I
performance, both from a perspective of compliance
with LR 9.8.6(9) Board requirements, and in
conjunction with the Board through the wider
organisation.
Looking forward to 2026, the Committee will:
– Lead the process for appointing a new Chair
of the Board to succeed Warren Tucker following
his planned departure post the 2026 AGM.
– Continue oversight of executive succession
planning, particularly for senior leadership roles
to sustain continuity and capability amid ongoing
transformation initiatives.
– Evaluate Board skills and diversity needs in light
of strategic priorities, including future growth
markets and stakeholder expectations.
– Support governance enhancements consistent
with best practice and emerging regulatory
expectations for listed company boards.
During 2025,the
Committee has sought
toensure that the Board
has the right balance
ofexperience,
independence and
sectorinsight to support
the Group through a
period of operational
transformation and
market challenges.
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TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 59
EQUALITY, DIVERSITY & INCLUSION (“ED&I”)
The Committee continues to review the diversity of the
Board and the effectiveness of the Board’s composition.
Diversity considerations include a range of factors, such
as gender, age, ethnicity, geographic and sector
experience, and professional background.
As at 31 December 2025 the female composition of our
Board is 42.85%, in compliance with the UK Listing
Rules target of 40% female representation on listed
company boards. Anne Thorburn continues as the
Group’s Senior Independent Director, in compliance with
the UK Listing Rules target that at least one senior
Board position is held by a woman. This evidences the
Group’s continued direction of travel in terms of
promoting gender diversity at the Board level. We do,
however, recognise that our female representation on
our Executive Committee is very low, being only 11%
and we are committed to improving the diversity of our
Board, Executive Committee and the senior leadership
below the Executive Committee level.
TT’s stated position on ED&I (together with its Board
policy in this area) were key drivers in its approach to the
NED, CEO and CFO recruitment. In particular, our
appointed external recruitment agent was asked to
consider candidates from non-traditional professional
and academic backgrounds, whose career history and
experience might not typically be aligned with a search
process for a UK listed engineering company.
We recognise that as at 31 December 2025, and as at
the date of publication, we do not meet the FCA’s target
(as stated in the UK Listing Rules) that at least one
member of the Board should come from an ethnic
minority background. The Committee understands the
intent behind LR 9.8.6(9) and remains committed to
maintaining its focus on increasing the diversity of
thinking/decision-making at the Board level, whilst
also developing a path to full compliance in the future.
The Committee would hope to achieve this as part of
future NED recruitment exercises, recognising the fierce
competition for talent in this area; however, it is also
important to recognise the additional objective of
COMPOSITION, SUCCESSION AND EVALUATION CONTINUED
enhancing the Board’s diversity of perspective, which
means identifying future candidates capable of
contributing fully to the Board debate, with experience
and capability in sectors that are closely aligned to TT’s
business operations.
Numerical data on the gender diversity and ethnic
representation of the Board and senior management,
asat 31 December 2025, is set out in the table on
page61. Each member of the Board and the Executive
Committee submitted a completed questionnaire
toenable us to gather the numerical data required.
A Board-level diversity policy (which also applies
toBoard Committees) was adopted in 2022, which
requires the Committee to have regard to issues such
as culture and diversity when reviewing recruitment
practices and succession planning. This ED&I Board
policy assists the Committee in overseeing a diverse
pipeline for senior management and Board positions.
At all times during 2025, the Committee has sought
toensure that the Board is balanced and effective, with
diverse skills, knowledge and experience, as highlighted
in the Directors’ biographies on pages 47 to 48. The
Committee attaches a high degree of importance to
diversity at all levels across the Group and is committed
to recruiting the best talent available, based on merit,
and assessed against an objective criteria of skills,
knowledge, independence and experience. We do not
advocate a forced approach to diversity at any level of
the organisation.
For more detail on TT’s approach to ED&I across
the organisation, see page 20 of the “People and
culture” section.
BOARD COMPOSITION
Warren Tucker (Chair), Eric Lakin (CEO), Anne Thorburn
(SID), Inken Braunschmidt and Michael Ord (NEDs) were
continuously in place as members of the Board
throughout 2025, with Richard Webb (Interim CFO)
and Karina Rigby (NED) joining on 12 May 2025 and 1
October 2025 respectively. We provide full details of
each Director’s Board and Committee meeting
attendance on page 46 and Directors’ biographies,
including the Committees they serve on and chair,
which can be found on pages 47 to 48.
At the time of his appointment as Chair, Warren Tucker
was considered to be independent in accordance
withthe provisions of the Code. All the remaining
NEDs are also considered to be independent as
defined by the Code.
In accordance with the Company’s Articles of
Association and the Code, Directors must offer
themselves for re-election at the forthcoming AGM.
This practice will continue in the future, to ensure
compliance with the requirements of the Code and the
Company’s Articles of Association. Following formal
performance evaluation, the Board has concluded that
the performance of each Director continues to be
effective and to demonstrate commitment to the role.
The Notice of AGM will set out details of the key areas
of contribution made by each of the Directors in
providing leadership to the Company.
Read more about
Board and Committee
performance
evaluation
on page 61
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202560
COMPOSITION, SUCCESSION AND EVALUATION CONTINUED
BOARD AND COMMITTEE PERFORMANCE
EVALUATION
In accordance with the Code, the Board has conducted
an evaluation of its performance and that of its
principal Committees during 2025.
Following the external evaluation exercise conducted
for the 2024 reporting period, the Board decided to
undertake an internal assessment for the 2025
reporting period. The Chairman supported by the
Company Secretary created a set of questions and
discussion points which formed the basis for interviews
they then conducted with each member of the Board
individually. The results were then summarised and
shared with the Board to form the basis for further
Board discussion on Board performance.
BOARD DIVERSITY – GENDER AND ETHNICITY
TT Electronics plc Board ofDirectors Senior positions Executive Management (definedas Executive Committee)
Number of Board Members % of Board members
Number of senior positions on the Board
(CEO, CFO, SID & Chair) Number in Executive Committee % of Executive Committee
Men 4 57.1% 3 7 87.5%
Women 3 42.9% 1 1 12.5%
Other/Not specified/Prefer not tosay – – – – –
TT Electronics plc Board ofDirectors Senior positions Executive Management (definedas Executive Committee)
Number of Board Members % of Board members
Number of senior positions on the Board
(CEO, CFO, SID & Chair) Number in Executive Committee % of Executive Committee
White British or other White
(includingminority-white groups) 7 100% 4 8 100%
Mixed/Multiple ethnic groups – – – – –
Asian/Asian British – – – – –
Black/African/Caribbean/Black British – – – – –
Other ethnic group – – – – –
Not specified/ prefer not to say – – – – –
The Group has selected 31 December 2025 as the reference date for the data provided above. The CEO and CFO are included in the Board and Executive Management.
The 2025 evaluation exercise once again reinforced
the positive working dynamics at Board level, with the
CEO transition and interim CFO transition together
with the appointment of a the Non-executive Director
strengthening Board performance. It was noted that
the Board had acted unanimously and decisively in
rejecting a number of unsolicited proposals which
undervalued the Company during 2025, ultimately
leading to the unanimous recommendation of Cicor’s
Offer which was put to forward to shareholders.
The 2025 evaluation exercise concluded that the
Board had been effective in discharging its
responsibilities throughout the year and operated as a
high-performing team, in an environment of openness,
transparency and trust. In particular, it was noted that:
– The Board exhibited a positive and resilient
culturecharacterised by openness, collaboration,
willingness to contribute, willingness to take tough
decisions and constructive challenge.
– The NEDs were seen as being appropriately
challenging on key issues (bringing the benefit of
their respective experience and knowledge), with the
appointment of a new NED (Karina Rigby) bringing
additional expertise on value creation, business
excellence and transformation. Likewise, the
Executive team was regarded as transparent
andcollegiate. The importance of maintaining
TT’sunique and positive culture was very much
understood and promoted by the Board
The evaluation exercise
highlighted the broad
range of talents, skills
andexperience within
theBoard, with Board
relationships described as
productive, professional
and appropriately
challenging.”
Warren Tucker
Chair, Nominations
Committee
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TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 61
COMPOSITION, SUCCESSION AND EVALUATION CONTINUED
– .Key positives for 2025 included: (i) managing the
successful CEO transition and interim CFO transition
(coupled with the appointment of an additional NED);
(ii) the Board having navigated such transitions while
minimising disruption to the business; (iii) the
Board’s continued focus on key strategic topics,
including the Cleveland site improvements; and (iv)
the timely progression of Cicor’s Offer to a
shareholder vote whilst maintaining business focus
on the delivery of the 2025 plan coupled with
building order intake for 2026 and beyond.
– The Board composition was seen as having the right
mix of skills and experience, including operational,
financial, and compliance expertise. The addition of
Karina was seen as a positive addition to enhance
market and customer insights.
In summary, the Board concluded from the evaluation
exercise that it (and its Committees) had performed
well in 2025 and that the performance of each Director
was effective.
Discussion points and areas of focus
The 2025 evaluation exercise highlighted several
developmental areas for further consideration, which
included the following:
– The Board recognised the need to ensure that
operational execution remained at the centre of
itsthinking which would be assisted through the
businesses’ reorganisation to a divisional structure.
of Power, EMS and Components, which better
aligned the business to its customers, markets
andoperations.
– The Board recognised the need to ensure that
strategic planning for the future remained a focus
area, including the review of possible discontinuities
in our markets and strategic risk analysis.
– The Board noted the importance of driving a
performance culture throughout the business which
would be a focus of the Executive Directors, with the
reorganisation to a divisional structure additionally
enabling clearer reporting lines.
Having considered these issues in detail, the overall
outcome of TT’s evaluation exercise was that the
Board was operating in an effective manner and that
the structure of the Board remained fit for purpose,
given the diversity of experience, approach, mindset
and thinking around the Board table. The Board also
agreed that this outcome had been observed across
the Board Committees, each of which had been well
chaired in year.
DIRECTORS’ PERFORMANCE EVALUATION
In accordance with the Code, the performance of
individual Directors was evaluated during 2025.
For the NEDs, the output from a private meeting held
between the Chair and the Executive Directors formed
the basis for individual appraisals held by the Chair
with each NED. This also provided an opportunity to
discuss any issues which had arisen from either their
individual assessments or those of the Board and its
principal Committees. For the Chair’s performance,
the other NEDs, led by the Senior Independent
Director,and, with input from the Chief Executive
Officer and Chief Financial Officer, held meetings
privately to discuss this, with the outcomes being fed
back to the Chair by the Senior Independent Director
for discussion.
Annually we set each Executive Director challenging
performance objectives, and reviewed progress
against these as the year progressed.
Both of the Executive Directors take part in the
Group’sperformance management programme
which,together with a review of progress against
agreed goals and objectives, is used to assess
performance and to set clear objectives and
developmental plans for the following year (which
areclosely aligned with the Group’s strategic priorities
and values). The Chief Executive Officer meets with
the Chief Financial Officer to discuss and review
performance against objectives.
The Chair conducted the performance evaluation
ofthe Chief Executive Officer, taking account of the
output from the Group’s performance management
programme together with feedback provided by the
other NEDs at a private meeting held to discuss this
and any other matters which the NEDs wished to raise.
Warren Tucker
Chair, Nominations Committee
24 March 2026
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202562
WHAT’S INSIDE
Key activities during
theyear
63
Procedural and
governance matters
64
2025 review
64
Significant issues
66
AUDIT COMMITTEE
REPORT
AUDIT, RISK AND INTERNAL CONTROL
MEMBERSHIP
Anne Thorburn (Chair)
Michael Ord
Alison Wood (resigned 30 June 2025)
Inken Braunschmidt
Karina Rigby (appointed 1 October 2025)
KEY ACTIVITIES DURING THE YEAR
– Key areas of accounting judgement considered in detail, including: (i)
going concern and viability; (ii) goodwill and the annual impairment
review; (iii) consideration of items excluded from adjusted profit; and
(iv) Group tax rates and provisions.
– Performance assessment of the external Auditor and overall audit
quality and effectiveness, identifying areas of potential improvement
for the audit teams.
– Detailed consideration of findings from the risk/assurance reviews
undertaken by the Internal Audit function, including structuring the
2026 programme to align with key Group-level risks.
– Preparation for Provision 29 of the UK Corporate Governance Code
through a comprehensive gap analysis to ensure that our material
controls sufficiently and appropriately address the Group’s principal
risks.
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TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 63
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
PROCEDURAL AND GOVERNANCE MATTERS
Meetings of the Committee are structured on
the following basis:
– The CFO, the Group Financial Controller, the
Company Secretary and external and internal
auditor representatives attend each Committee
meeting, at which they present reports and provide
analysis on key areas within the remit of the
Committee. At the request of the Committee, other
members of the Board (including the Chair and the
CEO) also attend for part of the scheduled
Committee meetings.
– The Head of Internal Audit & Risk presents on the
progress of the internal audit plan (undertaken in
conjunction with PwC under the co-sourced
partnering arrangement) and provides updates on
the Group’s risk management framework, to allow
members to review principal risks and the
effectiveness of risk management processes.
– The Committee meets with the Auditor on a regular
basis, without Executives being present. The
Committee also has the opportunity to meet with
the Internal Audit function on the same basis.
In relation to Governance considerations:
– The Committee Chair, Anne Thorburn, fulfils the
Code requirement of at least one member of the
Committee having recent and relevant financial
experience (as a former CFO of several listed
companies and as prior audit committee chair of
Diploma PLC).
– The Committee was comprised of four independent
NEDs throughout the year, except for the period
following Alison Wood’s resignation until 30
September 2025 during which time there were three
independent NEDs.
– The Committee assessed its performance in 2025
as part of the Board evaluation, further details of
which are provided on page 61. It was concluded
that the Committee had performed satisfactorily in
the year and was structured appropriately to provide
effective support to the Board.
2025 REVIEW
The Committee held five scheduled meetings during
2025. A summary of the key financial reporting and
judgement issues considered by the Committee in
2025 is set out in the table on page 66.
The key activities for the Committee in 2025 are set
out on page 67. The following specific audit matters
were considered by the Committee for the reporting
period: (i) consideration of items excluded from
adjusted profit; (ii) goodwill and the asset impairment
review; (iii) Group tax rates and provisioning (with the
Committee concluding that, as a result of processes
first adopted in 2021, the level of judgemental analysis
applied in this area for the current year had been
significantly reduced); and (iv) the going concern and
viability position for the Group (reflecting current year
trading, the US PP arrangement and the Amendment
and Restatement Agreement signed in March 2026
extending the RCF to June 2028.
The Committee also assessed the outputs of the
internal audit reviews conducted during 2025, which
are undertaken: (i) on a site-specific basis (with the
target of reviewing each principal TT site at least once
every three years, or two years for sites generating
revenues in excess of £50 million per annum on a risk
assessed basis); and (ii) for targeted functional areas;
for 2025 these functional reviews included Treasury,
Cyber Security and Starters, Leavers and Movers.
Preparation for Provision 29 of the UK Corporate
Governance Code
In preparation for the UK Corporate Governance Code
changes the project team, mobilised in 2024, has
performed a comprehensive gap analysis to ensure
that our material controls sufficiently and appropriately
address the Group’s principal risks.
Board engagement, led by our CEO as project sponsor,
remains strong with regular progress updates provided
to both the Governance & Risk Committee and the
Audit Committee for oversight.
The material controls have been documented and a
robust testing approach is in place to evaluate their
design and operating effectiveness throughout 2026.
The project team will continue to report on testing
status and progress throughout the year and there
remains clear action plans in place to ensure we meet
the revised requirements.
FRC audit quality review
During 2025, the Committee was made aware that the
FRC’s Audit Quality Review Team (“AQRT”) would be
reviewing Deloitte’s audit of the Group’s 2024 financial
statements as part of its annual inspection of audit
firms. The Committee received and reviewed the final
report from the FRC in November 2025, which noted
only limited improvements required, and discussed the
findings with Deloitte’s new lead audit partner. The
Committee was satisfied that the matters raised by
the AQRT were appropriately incorporated into the
2025 external audit plan.
FRC letter
In October 2025, the Company received a letter from
the FRC advising that it had conducted a limited scope
review of the Company’s 2024 Annual Report and
Accounts in accordance with the FRC Corporate
Reporting Review Operating Procedures. The
Company was selected as part of its thematic review
of share-based payment disclosures for a sample of
annual reports and accounts. The FRC’s letter
provided no assurance that the Annual Report and
Accounts were correct in all material respects; the
FRC’s role being not to verify the information provided
to it but to consider compliance with reporting
requirements. The letter confirmed that based on its
review, there were no questions or queries that the
FRC wished to raise.
External auditor
Following the last tender process in 2019, Deloitte LLP
was appointed as auditor of the Company in 2020.
Robert Knight became the lead audit partner for the
year ended 31 December 2020. After five years in the
role, after his mandatory rotation period, Robert
stepped down as the lead audit partner at Deloitte on
the conclusion of the audit for the year ended 31
December 2024. We thank Robert for his conduct of
the audit during his tenure. He has been replaced by
Edward Hanson. The selection process for the new
lead audit partner commenced in 2024 and was
designed to identify the best qualified partner for the
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202564
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
role, to ensure audit quality. A shortlist of candidates
was identified and interviewed by the Chair of the Audit
Committee and the Chief Financial Officer. The final
selection was based on feedback from those
interviews as well as an assessment of the candidates’
experience and expertise. To ensure Edward has a full
understanding of our business, he attended the
Committee meetings in May, September and
November 2025 and met with members of senior
management. We look forward to working with
Edward, who has extensive experience of working with
global UK listed corporates, and who we believe will
continue to ensure the quality of the audit.
Risk assessment
During 2025, the Governance & Risk Committee
continued to conduct a detailed review of possible
emerging risks (in consultation with the Internal Audit
function), which were not currently addressed in the
Group risk register but could have application in the
future to an international business operating in TT’s
sector. This review was undertaken in support of
preparation for Provision 29 implementation. The
outputs of this analysis were discussed further at both
the Board and Audit Committee level, which included
a review of the risk appetite. For further details of the
Board’s approach to assessing the Group’s risk
appetite, see pages 38 to 43.
FAIR, BALANCED AND UNDERSTANDABLE
In accordance with the Code, the Board requested the
Committee to advise it on whether it believed the
Group’s Annual Report, taken as a whole, is fair,
balanced and understandable, and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategic plan. Procedures are in place to facilitate
the appropriate and timely review of the drafts of the
Annual Report and specifically to highlight evidence of
a fair and balanced representation, which supports
input and challenge from all independent NEDs, the
external Auditor and other external advisers. On careful
review of the Annual Report for the year ended 31
December 2025, and the basis for the statement made
by the Board on “Fair, balanced and understandable”
on page 98, the Audit Committee recommended to the
Board that, taken as a whole, the Annual Report is fair,
balanced and understandable and provides the
information necessary for shareholders to assess the
Company’s position and performance, business model
and strategic plan.
AUDITOR’S INDEPENDENCE, OBJECTIVITY
ANDEFFECTIVENESS
The Audit Committee assesses the independence of
the Auditor annually to ensure suitable policies and
procedures are in place to safeguard the Auditor’s
independence and objectivity. No concerns were
identified with respect to the independence of the
external Auditor. In addition, Deloitte has provided a
statement to the Committee confirming it remains
independent within the meaning of the relevant
regulations and in accordance with its professional
standards.
The Committee also assessed the quality and
effectiveness of the audit programme through
engagement with Deloitte, both during Committee
meetings and through ongoing dialogue with the lead
audit partner. Additionally, management provides an
annual report to the Committee evaluating the audit’s
effectiveness, based on feedback gathered from local
site leads and other internal stakeholders via a
structured questionnaire. Any issues identified are
discussed by the Committee and incorporated into
future audit planning.
POLICY OF NON-AUDIT SERVICES
The Company has an established policy regarding the
provision of non-audit services by the external Auditor,
which was last refreshed in 2021. This policy provides
that non-audit services may be obtained from the most
appropriate source, having regard to expertise, availability,
knowledge and cost as confirmation that they comply
with the whitelist of permitted services as set out in the
Revised Ethical standard 2019. Non-audit services where
fees are expected to exceed £25,000 should be
approved, in advance, by the Chair of the Audit
Committee or, in her absence, by another member of the
Audit Committee. Any arrangement with the Auditor that
includes contingent fee arrangements is not permitted.
There is also a restriction that fees for non-audit services
will not exceed 50% of the annual audit fee which is more
stringent than the FRC imposed cap of 70% of the
average audit fees paid for the audit of the parent and its
controlled subsidiaries in the last three years. This limit
will only be exceeded in unusual circumstances and only
with the pre-approval of the Audit Committee. The
overriding preference of the Committee is not to engage
the Auditor for additional non-assurance services, unless
there are compelling reasons to the contrary, such as
capability, time or cost.
In 2025, the total audit fees paid to Deloitte were
£2.1million, with no non-audit services provided.
SIGNIFICANT ISSUES CONSIDERED IN
RELATION TO THE FINANCIAL STATEMENTS
The key areas of judgement and estimation are
outlined in the accounting policies on pages 119 to
124. The Committee reviewed reports from
management and the external Auditor detailing
significant issues related to the 2025 financial
statements, as noted on page 66. These matters were
discussed with management throughout the year and
with the external Auditor during key stages: when
reviewing and approving the external Auditor’s Group
audit plan, during the interim audit work completed
during the second half of 2025, and upon completion
of the audit.
The Committee is satisfied that the significant
assumptions used in valuing assets and liabilities have
been thoroughly examined and appropriately
challenged, ensuring their robustness. Management
has confirmed to the Committee that there are no
material uncorrected misstatements or intentionally
made immaterial misstatements designed to achieve
a specific presentation. The Committee also confirms
its satisfaction with the external Auditor’s diligence
and application of professional scepticism.
After reviewing management’s presentations and
reports and consulting with the Auditor where
necessary, the Audit Committee concluded that the
financial statements adequately address critical
judgements and key estimates, both in terms of
reported amounts and related disclosures.
Read more about
Significant issues
on page 66
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 65
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
SIGNIFICANT ISSUES
SIGNIFICANT ISSUE COMMITTEE ACTIONS/WORK UNDERTAKEN
Going concern and viability (see note 1d)
The Committee considered the outcome of management’s
reviews of current and forecast net debt positions and the
various financing facilities and options available to the
Group, including the risk and potential impact of unforeseen
events. In addition, this considered the covenant
arrangements associated with the borrowings of the Group
and the extension of the RCF to June 2028.
The Committee reviewed the going concern and viability assessment based upon the 2026 budget and the strategic plan to 2028. The Committee
confirmed that the application of the going concern basis for the preparation of the financial statements continued to be appropriate.
In consideration of this, the Committee took into account the material uncertainty over going concern that was disclosed in the 2024 financial
statements. This arose in part due to emerging geopolitical and macroeconomic risks, including uncertainty from the evolving US tariff regime. As the
tariff position has now settled, there has been a significant reduction in the Group’s borrowings resulting in significant headroom over the covenants
throughout the forecast period, and operational challenges have been addressed, the Committee were satisfied there are no material uncertainties in
relation to going concern.
As part of the work undertaken as a committee on this area, we understood and considered the work that the external auditors undertook, their areas of
challenge, the procedures they performed and the conclusions that they reported and discussed with us.
The Auditor agreed with management’s conclusion on going concern.
Goodwill and asset impairment review
(see notes 12 and 13)
Cash generating units (“CGUs”) to which goodwill has been
allocated are tested for impairment annually and assets are
reviewed for impairment, when triggers for review have been
identified. The Committee has reviewed management’s
computation of the present value of future cash flows over a
five-year plan and the assumed longer-term growth rate.
The review identified that an impairment was required with
respect to the goodwill in relation to the North America
group of CGUs.
Furthermore, an impairment of non-current assets was
identified with respect to two sites in the North America
region.
The Committee reviewed management’s conclusion that an impairment charge for goodwill was required for 2025 with respect to the North American
group of CGUs. The Committee noted the basis of preparation for the forecast cash flows included in the five-year plan, challenging management’s
assumptions and concurring with them. In addition, the Committee considered the impairment of non-current assets in the two sites in the North
America region, prepared on the same basis as the goodwill test, and concurred with management’s conclusion.
As part of the work undertaken as a committee on this area, we understood and considered the work that the external auditors undertook, their areas of
challenge, the procedures they performed and the conclusions that they reported and discussed with us.
Adjusted profit (see note 6)
The Group reports non-trading income or expenditure outside
of adjusted profit when the size, nature or function of an item
or aggregation of similar items is such that separate
presentation is relevant to an understanding of its financial
position.
The Committee challenged the items that were excluded from adjusted profit and were satisfied that these were (i) in accordance with the Group’s
disclosed accounting policy; (ii) were not subject to undue prominence; and (iii) gave a true and fair view of the Group’s underlying financial position.
In doing so we considered relevant guidance from the FRC and ESMA.
As part of the work undertaken as a committee on this area, we understood and considered the work that the external auditors undertook, their areas
of challenge, the procedures they performed and the conclusions that they reported and discussed with us.
Provisions – Taxation (see note 7)
Current tax provisions held in respect of tax risks are
included within current tax liabilities depending on the
underlying circumstances of the provision.
Management confirmed to the Committee that the provisions recorded at 31 December 2025 represent its best estimate of the potential financial
exposure faced by the Group. The Committee reviewed each significant provision and challenged the basis of management’s judgement and
concurred with the estimates. This included challenging and confirming the continued appropriateness of policy decisions made in prior years.
As part of the work undertaken as a committee on this area, we understood and considered the work that the external auditors undertook, their areas
of challenge, the procedures they performed and the conclusions that they reported and discussed with us.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202566
COMMITTEE ACTIVITIES IN 2025
FINANCIAL REPORTING GOVERNANCE
– Monitored and reviewed the Group’s financial statements and results announcements.
– Reviewed significant financial reporting and accounting issues.
– Reviewed going concern and viability statements, including appropriate sensitivity analysis.
– Reviewed the fair, balanced and understandable process for the financial reports.
– Monitored and reviewed implementation of the revised requirements of the UK Corporate Governance
Code in respect of material controls.
– Reviewed Terms of Reference.
– Received and considered whistle-blowing matters reported through the Group’s multi-lingual,
anonymous ethics and integrity portal.
– Undertook an evaluation on the effectiveness of the Committee.
INTERNAL AUDIT AND RISK AND ASSURANCE EXTERNAL AUDIT
– Reviewed the internal audit programme of work and resource and received a report at each meeting on
progress and any changes to the plan.
– Reviewed and approved the 2026 internal audit plan.
– Conducted the annual review of the Group’s internal audit function.
– The Committee reviewed the effectiveness of the Internal Controls environment through the following
activities; review of the Internal Audit reviews agreed to be undertaken during the year, review of the
results of the Internal Controls framework self-assessment completed by the first line and the
assessment of key control observations and risks as presented during the quarterly Committee
meetings. The Committee continues to review the remediation of prior year internal controls findings
via the reporting of the Internal Control framework results.
– Ongoing monitoring of the Group’s internal controls environment throughout the year, including risk
management. For further detail on risk refer to the “Risk management” section on pages 38 to 43.
– Reviewed annual fraud risk assessment.
– Discussed and approved the external audit plan and audit fee.
– Reviewed external Auditor planned activity.
– Reviewed and confirmed the independence of the external auditor. This was undertaken by the
Committee completing the following activities; reviewing any non-audit related fees, assessment of the
external auditors challenge and professional scepticism and ensuring the due rotation of the Audit
partner.
– Selected and transitioned a new Lead Audit Partner following rotation.
– Assessed and confirmed the quality and effectiveness of the audit. This was undertaken by the
Committee completing the following activities; assessment of the Auditor relative to the prior year and
through separate meetings held with the Auditor at each Committee meeting without management
being present to ensure appropriate rigour and challenge was being applied.
– Reviewed compliance with FRC guidance on minimum audit standards as set out within the activities
noted above.
– Reviewed the Audit Quality Review final report.
Anne Thorburn
Chair, Audit Committee
24 March 2026
AUDIT, RISK AND INTERNAL CONTROL CONTINUED
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 67
WHAT’S INSIDE
Key activities during the
year 68
Annual statement 69
2025 Executive
remuneration
at a glance 72
Implementation of the
Policy for 2026 73
Remuneration Policy
overview 74
Remuneration Policy
report 76
Annual report on
remuneration 85
REMUNERATION
COMMITTEE
REPORT
MEMBERSHIP
Inken Braunschmidt (Chair since 30 June 2025)
Alison Wood (until 30 June 2025, Chair to that date)
Warren Tucker
Michael Ord
Anne Thorburn
Karina Rigby (appointed 1 October 2025)
KEY ACTIVITIES DURING THE YEAR
– On 10 April 2025, we announced that Peter France had stepped down as CEO
and Board Director. Mark Hoad, who in 2024 announced his intention to retire
during the 2025 financial year, stepped down from the Board on the same
day. In January 2025, we welcomed Eric Lakin as CFO Designate, pending his
appointment to the Board. On 10 April 2025, Eric was appointed to the Board
as acting CEO and, on 12 August 2025, was appointed as CEO on a
permanent basis. On 12 May 2025, Richard Webb joined the Group as Interim
CFO and Board Director, on a fixed term contract. In managing these
transitions, the Committee determined the remuneration arrangements for
the departing CEO and CFO, as well as the remuneration packages for the
incoming Executive Directors.
– We undertook a triennial review of the Remuneration Policy ahead of
submitting this to shareholders for re-approval at the 2026 AGM. In doing so,
we considered developments in market practice, as well as ongoing evolution
of regulations and proxy voting guidelines. No material changes to the Policy
are proposed.
– We approved the 2025 remuneration outcomes to ensure they are fair,
appropriate, and in line with our remuneration principles and Company
performance. We also determined how the proposed Remuneration Policy
will be implemented in 2026. Further details are set out in this report.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202568
CHANGES TO THE BOARD
During the year, there were several changes to the
Board. As discussed in last year’s Annual Statement,
in January 2025 we welcomed Eric Lakin as CFO
Designate following the announcement in November
2024 that Mark Hoad intended to retire during the
2025 financial year. On 10 April 2025, we were
delighted to appoint Eric to the Board as acting CEO
(a position made permanent in August 2025) following
the announcement that Peter France (former CEO) and
Mark Hoad (former CFO) had stepped down from their
Executive Director roles and the Board on 9 and 10
April 2025 respectively. Peter remained on gardening
leave until 9 October 2025, and Mark remained
employed until 30 September 2025 to ensure an
orderly transition. We also announced that Richard
Webb joined the Group on 12 May 2025 as Interim
CFO and Board Director.
The remuneration arrangements for the outgoing
and new Executive Directors are in line with both
the Policy approved by shareholders and good
governance practice.
Eric’s remuneration as CEO was set in line with his
predecessor, reflecting the scope, complexity and
accountability of his role during a critical time of the
Group, as follows:
– Base salary: £550,000 per annum
– Benefits: in line with the approved Policy
– Pension: workforce aligned contribution
– STIP: 150% of salary
– LTIP: 150% of salary
Richard’s remuneration package reflects his
appointment on a fixed term contract, the base salary
for which is set below that of Mark Hoad (and Eric
Lakin in that role), as follows:
– Base salary: £375,000 per annum
– Benefits: not eligible
– Pension: workforce aligned contribution
– STIP: 150% of salary, paid 100% in cash
– LTIP: not eligible
In line with the Policy and the terms mutually agreed
with Peter France, Peter continued to receive salary,
benefits and pension until he left the Group on
9 October 2025. For the remaining six months of his
contractual notice period, Peter is receiving a monthly
payment equivalent to his contractual salary only.
Peter remained eligible to receive a pro-rated 2025
STIP award in respect of the first three months of the
2025 financial year, payable at the normal payment
date subject to performance testing. A portion of the
bonus earned will be deferred into shares in line with
the Remuneration Policy. He retained his 2024 award
under the DSBP (less those shares which lapsed
following the application of malus reported last year
in respect of the 2023 revised results) and his buy-out
award granted to him in 2023. He also retains his 2023
and 2024 LTIP awards which will vest subject to
performance testing over the normal period and be
pro-rated for time. All share awards will continue to
vest on the normal vesting dates and Peter remains
subject to the post-employment shareholding
requirement in line with our Policy.
Details of the leaving arrangements for Mark Hoad
are consistent with those set out in last year’s report.
Two Non-executive Director (“NED”) changes occurred
in 2025. Alison Wood stepped down as Committee
Chair and from the Board at the 2025 AGM and, on
behalf of the Committee, I would like to thank Alison for
her significant contribution as a Committee member
and, of course, as Committee Chair. Karina Rigby joined
the Board as NED in October 2025, from which date she
also joined the Committee as a member.
2025 INCENTIVE ARRANGEMENTS
A summary of the approach to variable remuneration
in 2025 was as follows:
– STIP: a maximum opportunity of up to 150% of base
salary for the Executive Directors, pro-rated for their
respective period of service in the financial year. The
STIP was based on profit before tax (up to 70% of
salary), free cash flow (up to 35% of salary), ESG (up
to 15% of salary) and personal strategic objectives
(up to 30% of salary).
ANNUAL STATEMENT
On behalf of the Remuneration Committee (“the
Committee”), I am pleased to present the Directors’
Remuneration report for the financial year ended
31 December 2025. This is my first report since
assuming the role of Committee Chair.
CONTEXT FOR EXECUTIVE REMUNERATION
Our approach to remuneration is driven by the need to
attract, retain and motivate the right calibre of talent to
deliver long-term sustainable growth and stakeholder
value. It also reflects that TT Electronics is a diverse,
complex, multi-national company competing for talent
with global peers in tight labour markets.
Our remuneration principles (pay for performance,
strategic progress and the delivery of sustainable
value to shareholders), combined with our strong
organisational culture and underpinned by our TT Way
behaviours, define how decisions are made, how
people act and how we assess and reward them.
The majority of the Executive Directors’ remuneration
opportunity is made up of variable, performance-
related pay. This is linked to stretching financial,
strategic, cultural and ESG targets, and in the ordinary
course is proportionately delivered in shares to
strengthen stakeholder alignment.
2025 for TT Electronics was a year of operational
turnaround with improved financial performance.
During the year, the management team took action to
successfully close the Plano site, make great progress
in the Cleveland facility turnaround plan, and complete
the strategic review of the Components business. The
Group observed good European performance, driven
by strong growth in Aerospace & Defence, and we
delivered an adjusted profit before tax outturn for the
year of £28.7 million, notwithstanding challenges in
Asia. The actions taken by Management during the year
have allowed us to enter 2026 with a clearer strategic
direction and stronger platform for growth and we
believe we have the right calibre of talent to enable us
to deliver further financial and operational progress.
REMUNERATION COMMITTEE REPORT CONTINUED
Read more about the
Group’s financial
performance in
the CFO review
onpage10
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 69
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION COMMITTEE REPORT CONTINUED
– Enhanced disclosure on malus and clawback: The
proposed Policy provides greater detail on clawback
and malus provisions, including the circumstances
in which they may be triggered, the time period over
which they apply and the rationale for their suitability
given the nature, scale and risk profile of the Group.
The Committee will continue to disclose any
instances in which these provisions have been
exercised during a given year, alongside the rationale
for doing so.
– Removal of Provision 40 disclosure: Following
recent changes to the Code, the Committee has
removed the section which outlined how the Policy
aligned with Provision 40 of the 2018 edition of the
Code, and the principles of clarity, simplicity, risk,
predictability, proportionality, and alignment to
culture. Notwithstanding the removal of this specific
disclosure, the Committee remains committed to
ensuring that these principles continue to underpin
its decision-making.
Further detail, including of the Committee’s approach
to engaging shareholders on its proposals and the
feedback received, is set out in the Remuneration
Policy section on pages 76 to 84.
IMPLEMENTATION FOR 2026
In early 2026, the Committee reviewed salary budget
proposals with effect from 1 April 2026. The typical
salary increase for the UK workforce will be 3.75%.
The CEO’s and CFO’s salaries will be increased by 2.5%,
below the typical rate awarded to the workforce.
The Remuneration Committee also approved a 2.5%
increase to the Board Chair’s fee from 1 April 2026.
A 2.5% increase, also from 1 April 2026, was approved
by the Board Chair and the Executive Directors in
respect of the NED base fees.
lapsed as a result of outcomes being below the
threshold performance levels required to trigger
vesting, with full vesting under the cash conversion
element. The awards will be subject to a two-year
post-vesting holding period in line with the
Remuneration Policy.
2022–24 LTIP outturn
As reported last year, Mark Hoad participated in the
2022 LTIP cycle. This award lapsed in full during the
2025 financial year following an assessment of the
relative TSR performance to the third anniversary of
the date of grant (the EPS element having already been
assessed as lapsing based on performance to
31December 2024).
The Committee concluded that the vesting outcomes
were appropriate and no adjustments or discretion
needed to be applied.
Further details on the Group’s financial performance
are provided on page 10.
2026 REMUNERATION POLICY
Our current Remuneration Policy (“the Policy”) was
approved by shareholders in 2023 with a 90.6% vote
in favour. In line with the remuneration reporting
regulations which apply to UK companies listed on the
FTSE Main Market, we are required to submit the
Policy for approval at least every three years.
Accordingly, we will submit the Policy to a binding
resolution at the 2026AGM.
During 2025, the Committee reviewed the existing
Policy to ensure that it continues to support our
strategy and provides alignment with stakeholder
interests. The Committee concluded that the 2023
Policy remained broadly appropriate and required only
limited updates reflecting recent revisions to the 2024
UK Corporate Governance Code (“the Code”). As a
result, the proposed Policy is largely a continuation
ofthe current Policy. The proposed changes are
asfollows:
– LTIP: an award was granted to Eric Lakin in April
2025 with a face value of 150% of base salary.
Further details of the award are set out in the Annual
Report on Remuneration. No awards were made to
other Executive Directors during the financial year.
2025 STIP outturn
Profit before tax and free cash flow performed
strongly, with outcomes of 62.5% and 100% of
maximum respectively. Our quantitative ESG Scope 1
& 2 carbon reduction ratio was between the target and
maximum performance targets set, warranting payout
of 87.5% of maximum. Taking into account
performance against the personal strategic objectives,
and the Committee’s holistic review of the wider
stakeholder experience, the Committee concluded
that an outturn of 85% of maximum was appropriate
for that element for the current Executive Directors.
The Committee was comfortable that the formulaic
outturn was appropriate and no discretion needed
to be applied to the 2025 STIP outturn. Following a
review of performance against the STIP performance
targets, a STIP outturn of 78.2% of maximum was
awarded to Eric Lakin and Richard Webb in respect
to the year ended 31 December 2025.
For the former Executive Directors who left during
the year, their STIP outturn was assessed against the
same scorecard of financial and ESG targets, as well
as personal performance. The Committee decided
that outturns of 61.2% and 66.2% of maximum for
Peter France and Mark Hoad respectively were
appropriate. As discussed earlier in this Chair’s
statement, their awards will be pro-rated for time
served. In line with their respective departure
agreements, a portion of Peter’s STIP will be deferred
into shares and Mark’s STIP will be paid in cash.
2023–25 LTIP outturns
Peter France and Mark Hoad retained pro-rated
interests in the 2023 LTIP cycle, which will vest at
25.0% of maximum. Vesting was based on three
performance measures: absolute adjusted Earnings
Per Share (“EPS”) (50% weighting), relative total
shareholder return (“TSR”) performance (25%) and
average cash conversion (25%) over three years to
31December 2025. The EPS and TSR components
Read more about
the alignment
of workforce
remuneration
onpage75
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202570
BROADER EMPLOYEE REMUNERATION
CONSIDERATIONS
The Committee actively reviews and considers wider
workforce pay when determining Executive Director
remuneration. In 2025, salaries typically increased by
2.5% across our UK workforce, with an average of 3.3%.
The higher average reflects the targeted adjustments
made in response to statutory and market changes,
namely the increases to the national minimum wage
and the real living wage which required proportionately
larger adjustments for our impacted employees.
A core component of our approach to remuneration is
variable performance-related pay. The alignment of
incentive schemes and the choice of performance
measures, combined with stretching performance
targets, means that incentive outcomes closely follow
the performance of each site, appropriately reflecting
the impact of each role while retaining some linkage to
overall Group performance. Business performance
was varied across the Group in 2025 and this is
reflected in the variable pay outturns for the year.
Our people are a key differentiating factor of our
competitive advantage and are fundamental to
delivering sustainable future performance and growth.
In addition to updates from the Company, the
Committee independently receives updates and
insights from multiple sources, such as via check-ins
between Committee members and key role holders,
and from NED site visits. These inputs allow for open
and frank dialogue as a Committee (and Board more
generally) that is directed by feedback from, and the
priority areas highlighted by, our employees.
Further details on the alignment of executive and wider
workforce remuneration are provided on page 75.
During the year, we continued to assess the Group’s
remuneration arrangements to ensure these remain
appropriate and enable the Group to unlock the potential
to drive the behaviours which are underpinned by our
TT Way values. We have agreed a long-term direction of
travel for workforce remuneration with wider participation
in our discretionary share schemes to drive greater
alignment to our Group priorities and improve retention.
MALUS (WITHHOLDING), CLAWBACK
(RECOVERY) AND DISCRETION
As disclosed in the 2024 Annual Report, the
Committee decided to apply clawback in respect
of the 2023 financial year following the revised
2023 results.
The Committee has not applied malus, clawback or
discretion in respect of the 2025 financial year, but we
remain willing to exercise judgement and discretion
when determining remuneration outcomes for the
Executive Directors.
Before agreeing remuneration outcomes, we reflect
on whether the Company’s overall performance and
stakeholder experience are appropriately represented
by the financial and non-financial performance
measures we have set. We also reflect on the
demonstration of leadership qualities, living our values
and feedback from our major shareholders where
relevant.
Where malus, clawback or discretion is exercised,
the rationale for this discretion will be disclosed to
stakeholders in the relevant Annual Report.
CONCLUSION
On behalf of the Committee, I hope we have
succeeded throughout this report in explaining our
decision-making for the basis of implementation in
2025 and our proposed Policy and approach for 2026.
We have sought to act in the best interests of the
Company through our decision-making, aligning pay
with performance and delivery of the strategy along
with the employee, shareholder and broader
stakeholder experience. We hope we can count
on your support.
Inken Braunschmidt
Chair, Remuneration Committee
24 March 2026
The STIP opportunity for the year will remain at 150%
of salary for the Executive Directors. The performance
measures will be based on adjusted operating profit
(75% of salary), free cash flow (37.5%), ESG (7.5%) and
personal strategic objectives (30%). The profit
measure has been changed from adjusted profit
before tax to adjusted operating profit to align more
closely with how business performance is assessed
and managed throughout the year, and to align the
structure of the bonus for the Executive Directors with
that cascaded into the business.
In accordance with the Policy, 30% of any award payable
to the CEO will be deferred into shares with a two-year
holding period. As per the terms of his fixed term
contract, any bonus earned by the Interim CFO will be
payable 100% in cash. Targets are considered to be
commercially sensitive at this time but ordinarily will be
disclosed in next year’s Annual Report on Remuneration.
An LTIP award of up to 150% of salary is expected to
be granted to Eric Lakin in 2026 (per the terms of his
fixed term contract, Richard Webb is not eligible to
participate in the LTIP). The measures for the 2026
grant will remain: EPS (75% of salary,) cash conversion
(37.5%) and TSR (37.5%). Further details of the targets
attaching to the award are set out later in this report.
In setting the performance targets for the STIP and
LTIP, the Committee is mindful of the underlying
performance of the business, internal and external
forecasts, the stakeholder experience and the need to
meaningfully motivate the new management team
over the duration of each incentive.
In line with good practice, the Committee retains
discretion to adjust future formulaic vesting outcomes
to ensure they reflect underlying business
performance and shareholder interests.
REMUNERATION COMMITTEE REPORT CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 71
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Base salary
Eric Lakin, as CEO
£550,000
Richard Webb, Interim CFO
£375,000
Short-term incentive plan (“STIP”)
Total STIP payment (% of maximum)
Eric Lakin, CEO
78.2%
Richard Webb, Interim CFO
1
78.2%
Performance measures Weighting Threshold Outturn Maximum Achievement
PBT 46.7% £26.6m
£30.1m
£34.6m 62.5% of max
Free cash flow 23.3% £8.5m
£29.2m
£28.4m 100.0% of max
ESG, Scope 1 & 2 carbon
intensity ratio reduction 10.0% 14.0
12.25
12.0 87.5% of max
Personal strategic
objectives 20.0% Targets based on a range of objectives. 85.0% of max
Long-term incentive plan (“LTIP”)
Total LTIP vesting (% of maximum)
Eric Lakin, CEO
2
N/A
Richard Webb, Interim CFO
1,2
N/A
TOTAL REMUNERATION FOR 2025
Eric Lakin, CEO
£0.909m
Richard Webb, Interim CFO
£0.539m
Salary and benefits 46%
Pension 3%
Short-term incentive 51%
Long-term incentive
2
n/a
Salary 45%
Pension 3%
Short-term incentive 52%
Long-term incentive
2
n/a
Share ownership requirement
200% of salary.
Short-term incentive
Awards subject to 30% deferral
1
into shares with a two-year
vesting period.
Long-term incentive
2
Delivered in shares and subject
to a three-year vesting period
and a two-year holding period.
Workforce alignment
Executive remuneration is set
inthe context of wider
workforce remuneration.
Remuneration principles flow
through the Group to ensure
alignment.
Post-employment
share ownership
Shares to the value of 100% of
salary to be held until two years
after cessation of employment.
This requirement does not apply
to Richard Webb.
CEO
21%
200%
HOW OUR CEO’S REMUNERATION ALIGNS WITH STAKEHOLDERS
To reinforce our philosophy, the
majority of the Executive Directors’
remuneration package is made up of
variable at-risk pay, linked to stretching
performance targets that align with our
strategy, the financial performance of
the Group and the creation of
sustainable shareholder value.
CONTEXT FOR REMUNERATION
Creating value
– Leverage our assets and differentiators
– Maintain strong capital discipline
– Grow our exposure to long-term growth
markets
– Deliver sustainable stakeholder value
Our TT Way values
We do the
right thing
We champion
expertise
We bring out the
best ineachother
We get the job
done… well
We achieve more
together
Our remuneration principles
– Performance-related
– Strategic alignment
– Alignment with stakeholders
– Transparency and culture
– Competitive
Read more about
the Group’s
financial
performance
onpage 10
Read more about the
2025 STIP outcome
frompage 85
Read more about
the LTIP outcome
frompage 87
Read more about
single figure of
remuneration
frompage 85
1 Per the terms of Richard Webb’s fixed term contract, his STIP is payable in cash. He is not eligible to receive benefits (except a pension contribution) or participate in the LTIP.
2 No LTIP awards were eligible for vesting to either Eric Lakin or Richard Webb in the year. Information on LTIP awards held by former Directors can be found on page 87.
AT A GLANCE
2025 EXECUTIVE REMUNERATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202572
Base salary (from 1 April 2026)
Eric Lakin, CEO
£563,750
Richard Webb, Interim CFO
£384,375
The tables set out a summary of how the
proposed Directors’ Remuneration Policy
will be applied for the year ending
31 December 2026.
The Committee is of the view that the current
remuneration framework remains fit for purpose.
There are no material changes to the implementation
of the Policy compared to 2025. Base salaries were
reviewed in early 2026, with changes effective
1 April 2026. Eric Lakin and Richard Webb will receive
a 2.5% increase, below to the 3.75% typical increase
for our UK workforce.
As described in the Annual Statement, the STIP
opportunity will remain 150% of salary for the CEO
and Interim CFO. ESG performance will continue to be
focused on quantitative reductions of our Scope 1 & 2
carbon intensity; personal strategic objectives will
focus on organisational capability, growth and
strategic priorities.
As described in the Annual Statement, it is intended
that the CEO will receive an LTIP grant of 150% of
salary in 2026, as described later in this report. In line
with good practice, the Committee retains discretion
to adjust future formulaic vesting outcomes to ensure
they reflect underlying business performance and
shareholder interests. The Interim CFO is not eligible
to receive an LTIP award under the terms of his fixed
term contract.
Short-term incentive plan (“STIP”) Long-term incentive plan (“LTIP”)
Target
75%
of base salary
Maximum
150%
of base salary
Maximum
Up to 150%
1
(CEO only)
of base salary
Performance
measure
Weighting
(% of maximum)
Adjusted operating profit
1
50%
Free cash flow
1
25%
ESG
2
5%
Personal strategic objectives
2
20%
– 30% of any STIP award is deferred into shares for two years for the CEO. The
Interim CFO’s bonus will be payable in cash.
– Specific targets are considered to be commercially sensitive and will be
disclosed retrospectively.
1 Financial measures are assessed using constant budgeted exchange rates.
2 To the extent that the threshold performance target for neither financial
performance measure is attained, the Committee will consider, if
appropriate, a reduction to the outcomes payable in respect to ESG and/or
personal strategic objectives, up to and including a reduction to zero.
Performance
measure
Weighting
(% of
maximum)
Threshold
(25% vesting)
Maximum
(full vesting)
Adjusted EPS growth
2
50% 5% p.a. 13% p.a.
Average cash conversion 25% 80% 95%
Relative TSR performance
3
25% Median Upper quartile
– Awards expected to be granted in April 2026, as outlined above, with
performance conditions over the three-year financial period.
– Two-year post-vesting holding period applies.
1 Grant levels are intended to be in line with the 2025 awards. Actual grants will
be confirmed on the date of grant. The Interim CFO is not eligible for an LTIP
award.
2 Adjusted EPS targets are set as a compound annual growth rate on a
constant currency basis off a deferred tax asset (“DTA”) adjusted 2025 EPS
of 12.0p. See page 11 for further detail on the DTA.
3 TSR comparator group is the FTSE SmallCap, excluding Investment Trusts.
Pension Benefits
7%
of base salary
Benefits package consisting of healthcare, insurance benefits and
car benefit. The Interim CFO is not eligible for benefits.
PERFORMANCE MEASURES AND LINK TO STRATEGY
Financial measures in our STIP for 2026 Financial measures in our LTIP for 2026
Adjusted
operating
profit
Strong operational execution, encompassing
our strategic priorities of strategic business
development and operational excellence
Adjusted EPS
growth
Sustainable growth in the Group’s profitability
pershare over three years
Free cash flow Essential for capital reinvestment to fund
technology investment and R&D, reduce leverage
and take advantage of market opportunities
such as targeted and complementary M&A
Cash
conversion
Long-term operational cash flow efficiency over
threeyears, supporting cash generation for
capitalreinvestment
ESG Integration of ESG, doing the right thing with
regard tothe environment and our stakeholders,
ensuring asustainable business for the future
Relative TSR
performance
Aligns executive reward to the shareholder
experience. Compares the Group’s share price
anddividend performance relative to a peer group
overthree years
Personal strategic
objectives
Progress of the Group’s strategy to deliver
sustainable growth in stakeholder value
SHAREHOLDING
REQUIREMENTS
Executive Directors are
required to build and
maintain a minimum
shareholding in
employment equivalent
to 200% of basic salary.
Post cessation of
employment, Executive
Directors are required to
maintain for two years
ashareholding of half this
requirement, or maintain
their actual holding
iflower. The Interim CFO
is exempt from these
requirements.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2026
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 73
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Remuneration objectives and key principles
The proposed Remuneration Policy supports and rewards the achievement of the Group’s strategy to deliver profitable and sustainable growth over the short and
longer term. This is driven and evaluated by how the Group performs against a variety of strategically aligned KPIs, both financial and non-financial. Our Directors’
Remuneration Policy will be put forward for shareholder approval at the AGM on 15 May 2026. An illustration of how the Policy is intended to operate is shown
below, using the CEO as an example.
EXECUTIVE DIRECTOR REMUNERATION FOR 2026
1
Element Policy maximum 2026 2027 2028 2029 2030
Fixed Pay Salary Market competitive.
Increasesset with reference
tothe wider workforce.
Salary paid.
Benefits Market competitive. Benefits paid.
Pension Aligned to the rate available to
majority of local workforce.
Pension provision paid.
Variable Pay Short-term
incentive plan
150% of salary.
70% in cash and 30%
in deferred shares.
Annual performance
conditions apply.
Majority weighting on
Group financial
targets, with the
balance on ESG and
personal strategic
objectives.
Cash
element
paid (70%
of
incentive).
Two-year share deferral
(30%of incentive).
Long-term
incentive plan
150% of salary.
Three-year performance period
and two-year holding period.
Based on a variety of financial and/or shareholder
value creation and/or strategic measures over a
three-year performance period.
Two-year holding period.
Governance Malus
(withholding),
clawback
(recovery) and
discretion
All incentives. Malus and clawback: misstatement, serious misconduct, serious reputational
damage, error in calculation and corporate failure.
Committee discretion: ability to exercise discretion and make adjustments
toformulaic outcomes.
Share ownership
requirement
200% of salary. Required to build and maintain the share ownership requirement.
Post-employment
share ownership
100% of salary. Holding requirement for shares until two years after cessation of employment.
1 Per the terms of Richard Webb’s fixed term contract, his STIP is payable in cash. He is not eligible to receive benefits (except a pension contribution) or participate in the LTIP.
Read the full
Remuneration Policy
on pages 76 to 84
REMUNERATION POLICY OVERVIEW
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202574
All employees Executive Directors
1
Salary – Pay increase recommended by site and division
– Reviewed and approved by head office (the typical UK
increase was 2.5%, the average was 3.3%, in 2025)
– The CEO and Interim CFO were not eligible for a pay rise in
2025; their base salaries were set on appointment
Short-term
incentive plan
– All employees are eligible forabonus
– Site incentive targets:
customer delivery, productivity, quality,HSE
– Leadership and Senior Managers:
targets cascade from Executive Director design
– Max 150%, on-target 75%
– Performance conditions:
profit, cash flow, ESG, strategicpersonal objectives.
Deferred share
bonus plan
– Not applicable – 30% of short-term incentive deferred for two years
Long-term
incentive plan
– Leadership team: three-year period, noholding period – Max 150% of salary
– Three years, two-year holdingperiod
– Performance conditions: EPS, TSR, cash conversion
Pension – Up to 7% of salary contribution – 7% of salary contribution
Other benefits – Life cover
– Healthcare
– ShareSave
– Car allowance (Sales and Senior Leadership)
– Life cover
– Healthcare
– ShareSave
– Car allowance
– Risk benefits
1 Per the terms of Richard Webb’s fixed term contract, his STIP is payable in cash. He is not eligible to receive benefits (except a pension contribution) or participate in the LTIP.
ALIGNMENT WITH THE WIDER WORKFORCE
The Committee considers a range of factors when deciding upon the remuneration for Executive Directors, one of which is the alignment and cascade of reward
programmes into the organisation. The Company regularly engages with employees on the alignment of reward practices and to give an opportunity to provide feedback
to the Committee. Further details can be found on page 71.
The following summarises the alignment of remuneration for the wider workforce during 2025. The detail of retirement and other benefits are specific to each location
and are shown for the UK.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 75
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION POLICY REPORT
OVERVIEW
INTRODUCTION
The following pages detail the Directors’ Remuneration Policy which will be submitted for
shareholder approval at the 2026 AGM. Only minor changes have been made to the existing
Remuneration Policy approved by shareholders at the 2023 AGM. If approved, the Policy will
apply for up to a three-year term.
The Remuneration Policy supports and rewards the achievement of the Group’s strategy to
deliver profitable and sustainable growth over the short and longer term. This is driven and
evaluated by how the Group performs against a variety of strategically aligned KPIs, both
financial and non-financial.
Summary of the key changes from the previous Remuneration Policy
During 2025, the Committee reviewed the Remuneration Policy to ensure that it continues
to support our strategy and provides alignment with stakeholder interests. The Committee
concluded that the 2023 Policy remained broadly appropriate and required only limited updates
reflecting revisions to the 2024 UK Corporate Governance Code.
In reviewing the Policy, we wrote to our major shareholders representing 65% of share capital,
to seek their input to our proposals. Those which responded were broadly supportive of the
proposals, with some specific constructive suggestions around measure selection. The
Committee appreciates the engagement and thoughtful dialogue throughout the process and we
are confident that the 2026 Policy will operate as intended, supporting effective alignment
between shareholder interests and the priorities of our Executive Directors as we move forward
with the next phase of our strategy. As such, the proposed minor changes are as follows:
– Enhanced disclosure on malus and clawback: The Policy provides greater detail on clawback
and malus provisions, including the circumstances in which they may be triggered, the time
period over which they apply and the rationale for their suitability given the nature, scale and risk
profile of the Group. The Committee will continue to disclose any instances in which these
provisions have been exercised during a given year, alongside the rationale for doing so.
– Removal of Provision 40 disclosure: The Committee has removed the disclosure previously
required by Provision 40 of the 2018 UK Corporate Governance Code. This outlined how the
Remuneration Policy aligned with the principles of clarity, simplicity, risk, predictability,
proportionality, and alignment to culture. Notwithstanding the removal of this specific
disclosure, the Committee remains committed to ensuring that these principles continue
to underpin its decision-making.
KEY POLICY OBJECTIVES
Our remuneration principles, shown below, informed the design of our current and proposed
Remuneration Policy and aim to:
– Enable us to attract, retain and motivate high-calibre executive talent in a challenging and
competitive business environment to promote the strategic and financial performance
of the business.
– Deliver an appropriate balance between fixed and variable remuneration for each Executive
Director.
– Place a strong emphasis on performance, both short and longer term.
– Strongly align to the achievement of strategic progress and the delivery of sustainable value
to shareholders.
– Avoid creating excessive risks in the achievement of performance targets.
Remuneration principles
– Performance related: the majority of the Executive and Senior Manager remuneration
packages should be determined based on the performance of the Group, maintaining an
alignment of reward outcomes with stakeholder interests.
– Transparency and culture: to engender a fair and collaborative culture, total remuneration
frameworks should be clear, openly communicated and easy to understand.
– Competitive: through a combination of base salaries and performance-related incentive
schemes, the Committee aims to provide competitive total remuneration in return for superior
performance.
2026 REMUNERATION POLICY
Operation and scope of Remuneration Policy
The future Remuneration Policy (“Policy”) will apply to the Executive Directors and Non-executive
Directors from the close of the Company’s AGM on 15 May 2026, subject to approval by
shareholders.
The Committee has written this Policy principally in relation to remuneration arrangements for
the Executive Directors, whilst taking into account the possible recruitment of a replacement or
additional Executive Director during the term of the Policy. The Policy, if approved, will operate for
up to the next three years. However, the Committee may, after due consideration, seek to change
the Policy during this period if it believes it is appropriate to do so for the long-term success of the
Company, after consultation with stakeholders and having sought shareholder approval at a
general meeting.
Future Remuneration Policy table
Subject to shareholder approval at the Company’s 2026 AGM, the Remuneration Policy for each
remuneration element will be as outlined in the following tables. From time to time, the Committee
may consider it appropriate to apply judgement and discretion in respect of the Policy. The scope
for doing so is highlighted in the Policy, where relevant, and the use of discretion will always be in
the spirit of the approved Policy.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202576
REMUNERATION POLICY REPORT CONTINUED
Salary No material change
Purpose and link to strategy Operation Opportunity Performance measures
To provide a core reward for the role.
Set at an appropriate level to attract,
motivate and retain high calibre
individuals needed to deliver the
Group’s strategic priorities.
Salary is normally reviewed annually, typically
effective from 1 January each year. Salaries are
normally paid in the currency of the Executive
Director’s home country.
The Committee considers a number of factors
in setting salaries, including but not limited to:
– Broader Company policy in respect
of salaries applied to all employees.
– The individual’s role and scope, skills,
experience and performance.
– Competitiveness relative to independently
sourced data for relevant comparator groups
such as companies of similar complexity,
sector and size.
– Set at a level to ensure an appropriate
level of basic fixed income and avoids
excessive risk arising from over reliance
on variable income.
There is no prescribed maximum annual
increase although increases are usually aligned
with the general increase received
by the broader employee base in which
the Executive Director operates, and
market movement.
Higher increases may be made at the
Committee’s discretion in certain circumstances,
such as a significant change in responsibility, in
the scale of the role or in the size and complexity
of the Group. Larger increases may also be
considered for progression if a Director has been
initially appointed to the Board at a lower than
typical salary.
Current base salary levels are set out in the
Annual Report on Remuneration.
Not applicable, although the overall performance
of the individual is taken into account when
determining salary increases.
Benefits No material change
Purpose and link to strategy Operation Opportunity Performance measures
To provide market competitive and
cost effective benefits to attract and
retain high calibre individuals.
Executive Directors are eligible to receive benefits,
which typically may include but are not limited to:
– Cash allowance in lieu of company car benefit.
– The provision of private medical insurance, and
health screening.
– Life assurance, income protection and critical
illness cover.
In line with the policy for other employees, Executive
Directors may be eligible to receive relocation or
overseas relocation benefits and allowances as
appropriate.
Benefit provision is tailored to reflect geographic
market practice in which the Executive Director is
based and different policies may apply if Executive
Directors are based in a different country.
There is no prescribed maximum as benefit costs can
fluctuate depending on changes in provider cost and
individual circumstances.
Details of the current benefit costs are set out in the
Annual Report on Remuneration.
Not applicable.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 77
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION POLICY REPORT CONTINUED
Pension No material change
Purpose and link to strategy Operation Opportunity Performance measures
To provide a market competitive level
of retirement income and assist
attraction and retention.
Pension arrangements for Executive Directors are
structured in accordance with the provisions
available to the majority of the workforce in the
country in which the Director is employed.
Executive Directors in the UK are entitled either
to join the defined contribution pension plan and/or
to receive a cash allowance in lieu of the pension
contribution.
In line with market practice, pensionable pay for
Executive Directors in the UK includes salary only.
The maximum contribution for Executive Directors will
be aligned with those available to the majority of the
workforce in the country in which the Executive is
employed.
Not applicable.
Short-term incentive plan No material change
Purpose and link to strategy Operation Opportunity Performance measures
To incentivise and recognise
execution of the business strategy on
an annual basis.
Rewards the achievement of
stretching annual financial measures
and strategic business targets aligned
to the strategy.
Performance measures and targets are typically set
at the Committee’s discretion at the start of each
financial year and are aligned with the strategic
business priorities. Financial targets are set with
reference to the budget.
Incentive awards are assessed and determined
by the Committee based on performance against
the targets.
30% of any earned incentive is automatically
deferred pre-tax into shares for a period of two years.
Deferred shares are eligible for dividend equivalents
up to the date of vesting and release. Deferred
awards (after any sales to pay associated tax
withholdings) must be retained until the share
ownership guideline and/or post-cessation of
employment share ownership guidelines are met.
The Committee may apply judgement
in making appropriate adjustments to incentive
outcomes to ensure they reflect underlying business
performance and shareholder interests.
Awards are subject to malus and clawback provisions.
The maximum opportunity for Executive Directors is 150%
of salary.
For target performance, the incentive award will be 50% of
the maximum opportunity.
Based on a combination of Group
financial (majority weighting) and
personal strategic and/or ESG
performance measures (minority
weighting). The specific measures
and weighting between measures
will be determined each year to
ensure alignment with Company
strategy and budgets. The
Committee may use its discretion
to set financial measures that it
considers appropriate in each
financial year.
Specific performance measures
and weightings will be disclosed in
the relevant year’s Annual Report
on Remuneration.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202578
Long-term incentive plan (LTIP) No material change
Purpose and link to strategy Operation Opportunity Performance measures
To incentivise and recognise delivery
of longer-term sustainable business
performance, aligning Executive
Directors’ interests with those of
shareholders.
In addition, provides a retention
element, encourages long-term
shareholding and discourages
excessive risk taking.
Award of shares, either as nil cost options or
conditional awards, made annually with vesting
dependent on the achievement of performance
conditions measured over three years. Vested shares
(after any sales to pay tax) are subject to an
additional two-year holding period.
Performance measures and targets are set at
the Committee’s discretion; there may be a single
target range to be met at the end of the three-year
period or annual target ranges to be met throughout
the three-year period. Targets are set for each award
with reference to the business plan.
Awards are eligible for dividend equivalents up
to the date of vesting and release.
The Committee may apply judgement to adjust the
formulaic vesting outcomes (either up or down) to
ensure they reflect underlying business performance
and shareholder interests over the performance
period.
Awards are subject to malus and clawback
provisions.
The maximum award which may be granted under
the LTIP in any one year is up to 150% of salary for
the Executive Directors.
The amount that is paid out for achievement of threshold
performance will be no more than 25% of the maximum.
The minimum vesting is zero.
Awards vest based on a variety of
financial and/or shareholder value
creation and/or strategic measures.
The specific measures and weighting
between measures will be
determined each year to ensure
alignment with the Group’s strategy
and business plan. The Committee
may use its discretion to set
measures that it considers
appropriate each year.
Specific performance measures and
weightings will be included in the
relevant year’s Annual Report on
Remuneration.
All-employee share plans No material change
Purpose and link to strategy Operation Opportunity Performance measures
To encourage employee share
ownership and increase alignment
with shareholders.
A number of all-employee share plans are operated
across the Group.
Executives are entitled to participate in all-employee
share plans (ShareSave in the UK, Employee Share
Purchase Plan in the US) on the same terms as all
other eligible employees.
In accordance with prevailing legislative
and plan limits.
Not applicable.
REMUNERATION POLICY REPORT CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 79
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Share ownership guidelines No material change
Purpose and link to strategy Operation Opportunity Performance measures
To align the interests of Executive
Directors with those of shareholders.
Executive Directors are required to build and
maintain significant shareholdings over time.
Executive Directors are required to build and maintain
a shareholding in employment of 200% of salary.
Post-cessation of employment, Executive Directors are
required to maintain, for two years, a shareholding of
half the in-employment requirement or their actual
holding if lower.
The post-cessation requirement will be calculated based
on the salary at the leave date and applies to shares that
vest (after any sales to pay tax) under the LTIP and the
deferred share bonus plan (“DSBP”).
Not applicable.
Malus (withholding) and Clawback (recovery) Enhanced disclosure
The Committee may apply judgement to adjust formulaic incentive outcomes (either up or down) prior to payment/vesting to ensure they reflect underlying business performance and shareholder
interests. Malus and clawback provisions also apply to all incentive plans. Malus and clawback events include material misstatement, misconduct of the participant, vesting/payments based on
erroneous or misleading data, serious reputational damage and corporate failure.
The Committee may enact clawback up to three years from the vesting of share awards under the LTIP and the DSBP. Clawback of the cash element of any payment under the short-term incentive
plan may be enacted up to two years after payment. In the event that clawback is enacted, the Committee has the discretion to require repayment or to reduce any unvested or unpaid award made
under any employees’ share scheme or the short-term incentive plan. In addition, if a participant in the DSBP is subject to investigation then the vesting of their award may be delayed until the
outcome of that investigation.
The Committee believes the clawback periods are appropriate in the context of our product lifecycles and the nature of customer collaborations. They also reflect best practice among Main Market
companies of comparable size and complexity.
REMUNERATION POLICY REPORT CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202580
Future Remuneration Policy Table – Non-executive Directors (NEDs)
Non-executive Director fees No material change
Purpose and link to strategy Operation Opportunity Performance measures
To attract NEDs who have a broad
range of experience and skills to
oversee the implementation of
our strategy.
NED fees (excluding that of the Board Chair) are set by
the Board Chair and Executive Directors. The Board
Chair fee is set by the Committee.
NEDs receive a basic fee paid monthly in respect of
their Board duties.
Further fees are paid in respect of Board committee
chair fees and the role of Senior Independent Director.
No additional fees are payable for membership of a
Board committee.
Fees are reviewed annually and set by reference to
independently sourced data for relevant comparator
groups, such as companies of similar complexity,
sector and size. Fee reviews are typically effective
from 1 January each year. Fees are normally paid in
the currency of the Director’s home country.
NEDs are eligible for the reimbursement of
Group-related expenses (grossed up for tax where
appropriate) relating to the performance of their duties
including travel, accommodation and subsistence.
There is no prescribed maximum fee level. Increases are
generally aligned with the general increase received by the
broader employee base and market movement.
Not applicable.
REMUNERATION POLICY REPORT CONTINUED
NOTES TO THE POLICY TABLE
Performance measures and targets
The Committee believes the choice of performance measures for the short-term and long-term
incentive plans represent an appropriate balance between the short-term and long-term focus
of the Group’s strategic aims and key performance indicators, as well as an appropriate balance
between internal and external assessment of performance. Performance measures for the
short-term incentive are tied to the Company’s delivery of key financial metrics and non-financial
personal strategic objectives. The measures applicable to the LTIP reward the delivery of
long-term returns to shareholders and the Group’s financial performance being consistent with
the Company’s objective of delivering superior levels of long-term sustainable value to
shareholders. When setting targets, the Committee takes into account a variety of factors,
including but not limited to, market practice, market expectations, and internal business plans and
forecasts. In setting the targets, the Committee ensures that they are sufficiently stretching and
that there is an appropriate balance between incentivising Executive Directors to meet targets
for the year, whilst ensuring that they do not drive unacceptable levels of risk and encourage
inappropriate behaviours.
Legacy arrangements
The Committee reserves the right to make any remuneration payments and/or 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 where the terms of the
payment were agreed:
(i) prior to the implementation of the Remuneration Policy set out above, provided the terms
were consistent with the shareholder-approved Directors’ Remuneration Policy in effect at
the time; or
(ii) at a time when the individual was not a Director of the Company (or otherwise subject to the
scope of the Remuneration Policy) and where, in the Committee’s view, the payment was not
made 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.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 81
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION POLICY REPORT CONTINUED
Consideration of remuneration arrangements throughout the Group
In setting the Policy the Committee considers the remuneration arrangements across the Group
and the relativity of Executive Director remuneration. When considering annual salary adjustments,
the Committee takes account of the expected increases for the broader employee base.
Remuneration arrangements across the Group are based on the same principles that
remuneration should support the delivery of the business strategy and should be sufficient to
attract, motivate and retain talent. Although the remuneration offered to the Executive Directors
has a stronger emphasis on variable performance-related pay than that offered to other
employees, to the extent practicable, remuneration practices are cascaded down the organisation,
such that employees are aligned towards common goals.
The Group operates in a number of different geographic territories and has many employees who
carry out a range of diverse roles. The ratio of fixed to variable pay differs by employee level and
the structure of remuneration varies by local market:
– Salary and benefits (including pension/retirement) are tailored to the local market.
– Short-term incentive plans are operated across the Group, typically on differing metrics aligned
to the Company strategy, which may include financial performance, sales team KPIs,
operational KPIs, HSE, ESG, individual or team performance.
– Long-term incentive plan awards are made annually to senior leadership roles across the Group,
typically on the same terms as those for Executive Directors or as restricted share awards.
– All-employee share plans are available to all UK and US employees.
Recruitment policy
When considering the recruitment of a new Executive Director, the Committee will apply the
prevailing Remuneration Policy at the time of appointment.
The Committee will determine remuneration on a case-by-case basis depending on the role,
the market from which they will operate, their skills and experience. Total remuneration levels will
be set to attract the most appropriate candidate and will take into account remuneration levels for
relevant comparator groups. Where appropriate, salaries may initially be set below mid-market
levels to allow for future development in the role with the Committee retaining discretion to award
increases in excess of those of the wider workforce to bring the salary to the market level over
time.
Benefit and pension arrangements will be set in accordance with the terms of the approved
Remuneration Policy in force at the time of appointment. The Committee may also agree that the
Company will meet certain costs associated with the recruitment, for example legal fees, and the
Committee may agree to provide relocation benefits.
It is anticipated that new Executive Directors will participate in short- and long-term incentive plans
on the same arrangements as existing Directors. In certain circumstances, the performance
measures and/or targets associated with these awards, in the year of joining, may be different
from the other Directors.
For an externally appointed Executive Director, the Company may offer additional remuneration
that it considers necessary to buy out current entitlements from the existing employer that will
be lost, as may be required in order to achieve a successful recruitment when the Committee
considers these to be in the best interests of the Company and stakeholders. The Company is
mindful of the sensitivity relating to recruitment packages and will seek to minimise buy-out
remuneration. The overriding principle for any such remuneration would be that any replacement
buy-out award should be of comparable commercial value to the terms, incentives and other
compensation which have been forfeited. In order to facilitate buy-out arrangements, existing
incentive arrangements will be used to the extent possible although, if necessary, awards may
be granted as permitted under the relevant UK Listing Rules exemption.
For an internal Executive Director appointment or the appointment of a new Executive Director
following acquisition or merger, any variable pay element awarded in respect of their prior role may
be determined according to the original terms, adjusted as relevant to take into account the
appointment. In addition, any other ongoing remuneration obligations existing prior to
appointment may continue on their original terms.
The Committee retains discretion to make appropriate remuneration decisions outside the
standard Policy to meet the individual circumstances of recruitment when:
– an interim appointment is made to fill an Executive Director role on a short-term basis; or
– exceptional circumstances require that the Board Chair or a Non-executive Director takes
on an executive function on a short-term basis.
In the event that a Non-executive Director takes on an executive role for a temporary period,
the Non-executive Director will be remunerated in line with the prevailing Executive Director
Remuneration Policy in force at the time of appointment.
If appropriate, on the recruitment of a new Executive Director, the Committee may agree to
an initial notice period in excess of 12 months, reducing to 12 months over a specified period.
Fees for a new Board Chair or Non-executive Director will be set in line with the approved Policy in
force at the time of appointment. It is not intended that variable pay, day rates or benefits in kind be
offered, although in exceptional circumstances such remuneration may be required in currently
unforeseen circumstances.
The Committee will include in future remuneration reports details of the implementation of the
Policy as utilised during the period in respect of any such recruitment to the Board.
Service contracts/letters of appointment
Executive Directors’ service contracts are normally terminable by either party with 12 months’
notice and allow for the Company to impose a six-month non-competition clause.
The Board Chair and Non-executive Directors do not have service contracts but have letters of
appointment with the Company. Notice periods are normally set at one month for the Board Chair
and Non-executive Directors.
Service contracts are available for inspection at the Company’s registered office.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202582
Loss of office policy
In the event that an Executive Director’s employment with the Company terminates, the following policies and payments normally will apply.
Element of Remuneration Loss of office payment policy
Fixed Pay Up to 12 months’ annual salary payable. The contracts contain provision, at the Board’s discretion, for payment in lieu of notice. In calculating any termination payment, the Board
would take into account the commercial interests of the Company and apply usual common law and contractual principles.
Generally, benefits will continue to apply until cessation. The Committee may make payments in connection with an existing legal obligation or in respect of any claim relating
to the cessation of employment. This may include fees for outplacement assistance, legal and/or professional advice.
Short-term
incentive plan
No award would generally be payable if, on the date the payment is declared, an individual is no longer employed by the Company or has received or given notice to leave the Group.
However, the Committee retains discretion to deem an individual a good leaver
1
, in which case it may provide a time pro-rated award, determined against the relevant performance
conditions. Any award would normally be payable at the normal payment date. In determining the level of short-term incentive 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.
Deferred share
bonus plan
Deferred short-term incentive awards are governed by the plan rules which have been approved by shareholders.
Unvested awards will normally lapse unless the individual is deemed a good leaver
1
in which case the awards will vest in full on the original vesting date. The Committee retains
discretion, in exceptional circumstances, to determine an early vesting date.
In the event of change in control, awards will vest or may be exchanged for new awards.
Long-term
incentive plan
LTIP awards are governed by the plan rules which have been approved by shareholders.
Unvested awards will normally lapse unless the individual is deemed a good leaver
1
in which case the awards will normally vest on the original vesting date, subject to the
satisfaction of the relevant performance conditions and being pro-rated for time. The Committee retains discretion to determine that awards vest at cessation (for example
in the case of death) and/or to disapply time-based pro-rating.
In the event of change in control, and unless participants agree with the acquiring company to exchange their awards, awards will vest subject to the satisfaction of the relevant
performance conditions and be pro-rated for time. However, the Committee has discretion to disapply time pro-rating.
1 For example: death, disability, redundancy, retirement, or other circumstances at the discretion of the Committee.
REMUNERATION POLICY REPORT CONTINUED
External appointments
Executive Directors, with the prior approval of the Board, may accept one external appointment as a
Non-executive Director of another company. Experience as a board member of another company is
considered to be valuable personal development, which is of value to the Company. The retention of
any related fees by the Executive Director or remission to the Company will be determined on a
case-by-case basis.
Discretion
The Committee has discretion in numerous areas of the Policy, as set out earlier in this report. The
Committee may also exercise administrative and operational discretion under incentive plan and
share plan rules. 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.
The Committee may vary or waive any performance condition(s) if an event occurs which causes
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 would have been but for the event in question (in its opinion). The Committee may also
adjust the calculation of performance targets and vesting outcomes (for instance for material
acquisitions, investments or disposals and events not foreseen at the time the targets were set) t
o ensure they remain a fair reflection of performance over the relevant period. In the event that the
Committee was to make an adjustment of this sort, a full explanation would be provided in the next
Annual Report on Remuneration. The Committee will also consider shareholder consultation in
respect of material adjustments.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 83
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
REMUNERATION POLICY REPORT CONTINUED
All scenarios:
– Base salary at 1 April 2026 and pension to be paid in 2026, on an annualised basis.
– Benefits in kind received in 2025 as shown in the Single Total Figure of Remuneration table
on an annualised basis (n/a for Richard Webb who is appointed on a fixed term contract).
– Short-term incentive is based on 150% of salary for both Executive Directors.
– Long-term incentive is based on the multiple to be awarded for 2026, of 150% for the CEO
(n/a for Richard Webb who is appointed on a fixed term contract).
Minimum:
– Minimum pay consists of salary, pension and benefits in kind.
On target:
– For the short-term incentive, 50% of the maximum would be payable. For the long-term incentive,
50% vesting is assumed.
Maximum:
– It is assumed that the short-term incentive would be payable at maximum and that the long-term
incentive award would vest in full.
Maximum with share price growth:
– Calculated as per ‘Maximum’ but includes a 50% share price growth assumption for the long-term
incentive award.
Consideration of stakeholder views
The Committee consulted shareholders on the 2026 Remuneration Policy. We wrote to the
Company’s largest shareholders, representing c.65% of the share capital, as part of the Policy review
process. Shareholders who responded were broadly supportive of our proposed Policy, with some
specific constructive suggestions around measure selection which fed into the Committee’s
decision-making on implementation in 2026.
In addition, the Committee consulted with a subset of employees in relation to the formation of the
remuneration policy at the time of the last Policy review in 2023. Since no changes to the Policy are
being proposed, this specific exercise has not been repeated. However, during the year, the Non-
executive Directors met with employees at sites in the UK and US to discuss a variety of issues,
including remuneration matters. The feedback from these sessions was shared with the Board and
Remuneration Committee members and was taken into account when considering the formation
and implementation of the Policy.
Illustration of total remuneration opportunity
The following charts illustrate the future total remuneration for each Executive Director in respect of the proposed remuneration opportunity to be granted under the Remuneration Policy being tabled
for approval at the 2026 AGM. The charts indicate the minimum, on-target and maximum remuneration that could be received. Underlying assumptions follow the charts.
£1,475
100% £629 £411
42%
28%
23%
100%
59%
42%
42%
29% 29%
36% 36% £2,321
31% 46% £2,744
41% £700
58% £988
58% £988
Eric Lakin, CEO (£’000) Richard Webb, Interim CFO (£’000)
£0 £1,000 £2,000 £3,000 £0 £1,000 £2,000 £3,000
Fixed pay Short-term incentive Long-term incentive
Maximum + 50%
share price
growth
Maximum
On target
Minimum
Maximum + 50%
share price
growth
Maximum
On target
Minimum
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202584
ANNUAL REPORT ON
REMUNERATION
IMPLEMENTATION OF THE REMUNERATION POLICY
FOR THE YEAR ENDED 31 DECEMBER 2025
Single figure for total remuneration (audited)
Executive Directors’ remuneration for the years ended 31 December 2025 and 31 December 2024
was as follows:
£’000 Salary
Taxable
benefits Pension
Total
fixed
pay
Short-
term
incentive
1
Long-
term
incentive
2
Total
variable
pay
Single
total
figure
Executive Directors
Eric Lakin
3
2025 397 18 28 443 466 n/a 466 909
2024 – – – – – – – –
Richard Webb
4
2025 240 – 17 257 282 n/a 282 539
2024 – – – – – – – –
Peter France
5
2025 151 12 11 174 126 108 234 408
2024 550 30 38 618 – – – 618
Mark Hoad
6
2025 112 16 8 136 111 93 204 340
2024 404 34 28 466 – – – 466
1 For Eric Lakin, short-term incentive awards are subject to deferral into shares in the Company. The STIP value includes the incentive paid in
cash and to be deferred into shares. In line with the current Remuneration Policy, 30% of any STIP is deferred into shares. Deferred awards
are not subject to any further performance conditions. Richard Webb is on a fixed term contract, the terms of which provide for the payment
of any short-term incentive award to be in cash. As per their respective departure agreements, the Committee determined that a portion of
Peter France’s STIP is be deferred in shares in line with the current Remuneration Policy and Mark Hoad’s STIP is be paid in cash.
2 LTIP values shown in the single figure include dividend equivalents. The 2025 figure comprises the 2023 LTIP award (vesting March 2026 for
Mark Hoad and October 2026 for Peter France based on performance to 31 December 2025). The TSR element of the 2022 LTIP award held by
Mark Hoad (based on performance to 14 March 2025) lapsed during the year. Eric Lakin and Richard Webb were not participants in either the
2022 or 2023 LTIP award cycles. The three-month average share price to 31 December 2025 used to calculate the value of the 2023 award is
121.47 pence. As this figure is lower than the share price at grant, none of the value shown relates to share price appreciation.
3 Eric Lakin joined TT Electronics on 13 January 2025 as CFO Designate but was not formally appointed to the Board in this position. On
10 April 2025, and with immediate effect, Eric Lakin was appointed as acting CEO and joined the Board as an Executive Director on the same
day. The above table reflects all remuneration received by Eric Lakin since appointment to the Board.
4 Richard Webb joined TT Electronics on 12 May 2025 as Interim CFO. As per his fixed term contract, he is eligible for any short-term incentive
award to be payable in cash and he is not eligible to participate in the LTIP or receive benefits other than a pension contribution.
5 Peter France stepped down as CEO and as a Board Director on 9 April 2025. The table above captures all remuneration in respect of the
period to this date.
6 Mark Hoad stepped down from the Board on 10 April 2025. The table above captures all remuneration in respect of the period to this date.
SALARY
Salaries are pro-rated for the time served as an Executive Director on the Board.
Eric Lakin joined TT Electronics on 13 January 2025 as CFO Designate but was not formally
appointed to the Board in this position. As disclosed in the 2024 Annual Report and Accounts, Eric
Lakin’s base salary as CFO Designate was set at £400,000 per annum. On 10 April 2025, and with
immediate effect, Eric Lakin was appointed as acting CEO and joined the Board as an Executive
Director. On promotion, the Committee approved a base salary of £550,000 per annum. Eric was
appointed as CEO on 12 August 2025, with no changes made to his remuneration terms.
Richard Webb joined TT Electronics on 12 May 2025 as Interim CFO and Board Director on a fixed
term contract. His salary on appointment was set at £375,000 per annum.
Peter France stepped down as CEO and as a Board Director with immediate effect on 9 April 2025.
His salary was set at £550,000 per annum in 2024 and was not increased during his employment.
Mark Hoad, who served as CFO, stepped down from the Board on 10 April 2025. His 2025 salary
remained at its 2024 level of £403,632 per annum.
TAXABLE BENEFITS
The Executive Directors’ taxable benefits consist of a car allowance and insurance benefits.
Richard Webb is not eligible to receive benefits under the terms of his fixed term contract.
PENSION
Employer contributions were paid at 7% of salary in line with those available to the wider UK
workforce. Contributions are made as defined contribution pension and/or a cash supplement.
SHORT-TERM INCENTIVE PLAN
In line with the Remuneration Policy, the maximum opportunity under the STIP for Executive
Directors is 150% of salary, subject to the achievement of the stretching performance measures
detailed below. For permanent appointments, 70% of any award is paid in cash and 30% is deferred
into shares which will vest after two years.
Peter France and Mark Hoad each remained eligible for a pro-rated 2025 STIP. Peter France’s
award was pro-rated for the first three months of the 2025 financial year, and will be paid 70%
in cash with the remaining 30% deferred into shares which will vest after two years. Mark Hoad’s
award was pro-rated to 30 September 2025 and the resulting bonus was paid in cash.
As disclosed in the 2024 Annual Report and Accounts, Eric Lakin’s 2025 STIP was set at 150%
of salary in his position as CFO Designate; this opportunity remained unchanged following his
promotion to the role of acting CEO (a role subsequently made permanent in August 2025).
The STIP value presented above in respect of Eric Lakin reflects that earned in respect of the period
in 2025 for which he a Board director.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 85
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
Richard Webb’s 2025 STIP reflects that earned in respect of the period from appointment as
Interim CFO. As per the terms of Richard Webb’s fixed term contract, this award is payable 100%
in cash.
2025 PERFORMANCE TARGETS
The Remuneration Committee sets targets for the Executive Directors to coincide with the start
of the financial year. Targets are set primarily by reference to the business plan at the time, with
reference to external forecasts of the Group’s performance and market conditions. In setting the
performance targets, the Committee was mindful to ensure that targets were appropriately
stretching and the performance range appropriately positioned. To the extent that performance
for each of the financial measures is below threshold, the Committee may reduce the outcomes
payable in respect of the ESG and/or personal strategic measures, up to and including to zero.
FINANCIAL PERFORMANCE (70% WEIGHTING)
Performance measure
Weighting
(% maximum)
Required for
threshold
payout of
element (25%
of maximum)
(£m)
Required for
target payout
of element
(50% of
maximum)
(£m)
Required for
maximum
payout of
element (100%
of maximum)
(£m)
Outturn
(£m)
Outturn
(% of element)
Group adjusted profit before tax
1
46.7% 26.6 28.6 34.6 30.1 62.5%
Group free cash flow
1
23.3% 8.5 18.9 28.4 29.2 100.0%
1 Performance for the purposes of the short-term incentive is measured using constant budgeted exchange rates.
NON-FINANCIAL PERFORMANCE (30% WEIGHTING)
The 2025 STIP includes two non-financial components, a 10% weighting of the opportunity
on ESG and a 20% weighting on personal strategic objectives.
ESG (10% WEIGHTING)
Performance measure
Weighting
(% maximum)
Required for
threshold
payout
of element
(25% of
maximum)
Required
for target
payout
of element
(50% of
maximum)
Required for
maximum
payout of
element
(100% of
maximum) Outturn
Outturn
(% of element)
Scope 1 & 2 carbon
emission intensity ratio
10% 14 13 12 12.25 87.5%
PERSONAL STRATEGIC OBJECTIVES (20% WEIGHTING)
For 2025, Eric Lakin and Richard Webb shared a set of personal strategic objectives. The
Committee received regular performance updates during 2025 in respect of the objectives and
noted the progress made. The Committee’s assessment of the personal strategic objectives and
the determination of the 85% outturn for the current Executive Directors is explained below.
For Peter France, the Committee determined that this element should result in an outturn of 0%
of maximum. Mark Hoad supported a smooth handover of responsibilities, which the Committee
agreed warranted an outturn of 25% of maximum for this element.
Personal strategic
objective Personal strategic objective detail and rationale
Weighting
(% maximum) Outturn
Outturn
(% of maximum)
Strategic review – The Executive Directors led a comprehensive strategic
assessment of our Components business, and embedded
a robust framework to enable future critical decisions to be
made in a timely, well-informed and strategically-aligned
manner.
4% 100% 4.0%
Tone from the top – Reinforced and advanced the TT ‘do the right thing’ value
through the step-change in tone from the top on integrity,
control and discipline, and ethics.
– Drove the roll out of key projects across the Group to ensure
all critical controls and principal risks have been identified
and re-assessed in preparation for progression into 2026.
4% 100% 4.0%
Improve
consistency of
delivery
– There was improved consistency of delivery with actions
that allowed us to deliver against our 2025 Plan, including
delivering material debt reduction.
4% 75% 3.0%
Cleveland
turnaround
– Cleveland turnaround is on track with improvements in
operational and financial performance, warranting an above
threshold outturn.
4% 50% 2.0%
Engagement – Despite corporate transaction uncertainty in the year, the
Executive Directors helped re-establish our senior leadership
team spirit. As a result, there was observed improvement in
our senior leadership team engagement surveys from April
2025 to January 2026.
4% 100% 4.0%
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202586
ANNUAL REPORT ON REMUNERATION CONTINUED
2025 SHORT-TERM INCENTIVE OUTCOMES
Performance measure
Opportunity
(% of salary)
1
Eric Lakin Richard Webb Peter France Mark Hoad
Group adjusted profit before tax 70.0% 43.8% 43.8% 43.8% 43.8%
Group free cash flow 35.0% 35.0% 35.0% 35.0% 35.0%
ESG 15.0% 13.1% 13.1% 13.1% 13.1%
Personal strategic objectives 30.0% 25.5% 25.5% 0.0% 7.5%
Total award (% of salary)
150.0% 117.4% 117.4% 91.9% 99.4%
Total award (% of maximum)
78.2% 78.2% 61.2% 66.2%
Total award (£’000) – pro-rata for time served
£466 £282 £126 £111
1 The opportunity as a percentage of salary is the maximum all Executive Directors can receive. Eric Lakin’s bonus is for the period from
10 April 2025 and Richard Webb’s bonus reflects the period served since joining TT Electronics. Peter France’s STIP award is pro-rated for
the first three months of 2025. The STIP award disclosed for Mark Hoad reflects the period served as an Executive Director in the year
(i.e. to 10 April 2025).
The Committee reviewed the outcomes in the context of underlying performance and concluded
that the formulaic results were appropriate and fair. No discretion was applied in respect of the
2025STIP for the current Executive Directors.
The Committee approved the payment of the STIP awards due to the former Executive Directors
in line with the terms agreed at the time they stepped down from the Board. Specifically, 30% of
Peter France’s STIP will be deferred in shares in line with the current Remuneration Policy and
Mark Hoad’s STIP is be paid in cash.
LONG-TERM INCENTIVE
Prior to the 2023 cycle, LTIP awards were subject to two separate three-year performance
measures. EPS performance was assessed over a three-year period which aligned with the
Group’s financial year end, while TSR was measured over the three-year period from the date
of grant. Consequently, the EPS and TSR outturn was reported in different reporting periods.
The TSR performance period for the 2022 LTIP award ended during the 2025 financial year and
so ordinarily would be reflected in the single figure of remuneration for 2025. However, based on
performance over that three-year period, the TSR portion of the 2022 cycle lapsed in full.
Performance under the EPS element of that cycle was below threshold and reported in last year’s
annual report.
The 2023 LTIP award was the first award to incorporate a revised structure, under which three
performance conditions are all assessed over a single three-year period ending on 31 December
2025. Consequently, the overall vesting outcome under the 2023 LTIP award has been reflected
in the single figure of remuneration for 2025.
Award year Performance measure
Weighting
in respect of
each award
Threshold
(25% vesting)
Maximum
(100% vesting) Outcome
Percentage
of maximum
achievement
2022 LTIP
award
1
Relative TSR
performance
against the FTSE
SmallCap (excluding
InvestmentTrusts)
50% Median Upper quartile Below median 0%
2023 LTIP
award
2
Adjusted EPS
compound annual
growth on aconstant
currency basis
50% 4% 12% Below 4% 0%
Average Cash
Conversion
25% 80% 95% 124% 25%
Relative TSR
performance
against the FTSE
SmallCap (excluding
Investment Trusts)
25% Median Upper quartile Below median 0%
1 2022 LTIP award (lapsed March 2025): The EPS performance period for this award ended on 31 December 2024; the vesting of the EPS
component was below threshold and was reported in the 2024 single figure of total remuneration. The TSR performance period began on
the date of grant on 14 March 2022 and ran through to 14 March 2025; the vesting of the TSR component was below median as indicated
in the above table.
2 2023 LTIP award (vesting March 2026 for Mark Hoad, and October 2026 for Peter France): this was the first LTIP year in which the
performance period for the TSR portion of the award started with the financial year and not the date of grant. The performance period for
all measures in this award ended on 31 December 2025 and outcomes are reflected in the 2025 single figure table.
The current Executive Directors were not in-post when either the 2022 or 2023 LTIP awards were
granted. Mark Hoad retained a pro-rated interest in the 2022 LTIP, and both Mark Hoad and Peter
France retained pro-rated interests in the 2023 LTIP. These retained interests remained subject to
performance testing over the full performance period.
The 2022 LTIP lapsed in full. The formulaic outturn for the 2023 LTIP was 25% of maximum.
The Committee determined no discretion needed to be applied in respect of the vesting of the
2023 LTIP awards.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 87
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
In the single total figure of remuneration table, the value of the 2023 LTIP awards is calculated
as set out below. As the share price for the final quarter was below the grant share price, no value
is attributable to share price growth.
Number of shares
subject to award
(pro-rata for time served)
1
Vesting outturn
(% of maximum) Vested shares
Value of shares
(£)
2
Dividend
equivalent (£)
Total for single
total figure of
remuneration (£)
Peter France 333,284 25% 83,321 101,210 6,835 108,045
Mark Hoad 279,854 25% 69,963 84,984 8,017 93,001
1 Peter France and Mark Hoad’s 2023 LTIP awards were pro-rated for time served. See page 90 for more information.
2 In accordance with the relevant regulations, the value of the purpose of the single total figure of remuneration table is calculated by reference
to the average share price over the final quarter of 2025 (121.47 pence)
Malus and clawback
In line with the Remuneration Policy, the Committee may apply judgement to adjust formulaic
incentive outcomes (either up or down) prior to payment/vesting to ensure they reflect underlying
business performance and shareholder interests. Please refer to page 80 of the report for more
information on the circumstances in which malus and clawback provisions may be used, the
respective time periods when it may apply and also why the Committee deems the clawback
period to be most appropriate for TT Electronics.
As disclosed last year, malus and clawback was applied in respect of the certain incentive cycles
following the restatement of the Group’s 2023 results. Further detail can be found on page 93 of
the 2024 Annual Report.
LONG-TERM INCENTIVES GRANTED DURING THE FINANCIAL YEAR (AUDITED)
An LTIP award of conditional shares was granted to Eric Lakin on 22 April 2025. The award is
subject to a three-year vesting period plus an additional two-year holding period.
Basis of
award granted
(% of salary)
Share price at
date of grant
(pence)
1
Number of
shares over
which award
was granted
Face value
of award
(£)
% of award
that would vest
at threshold
performance
Performance
period end date
Eric Lakin
150% 75.52 1,092,425 825,000 25% 31/12/2027
1 The share price used to determine the number of shares granted on 22 April 2025 was 75.52 pence which is the five working day average preceding
the date of grant.
Richard Webb, in line with the terms of his fixed term contract, is not eligible to receive an LTIP
grant. Peter France and Mark Hoad were not eligible to receive an LTIP in respect of 2025.
PERFORMANCE MEASURES FOR LTIP AWARDS GRANTED DURING THE FINANCIAL
YEAR (AUDITED)
The 2025 LTIP award is subject to three performance measures, assessed over the three-year
performance period from 1 January 2025 to 31 December 2027. The details of the performance
conditions are as follows:
Performance measure Weighting
Threshold
(25% vesting)
Maximum
(100% vesting)
Adjusted EPS compound annual growth on a constant currencybasis 50% 4% 12%
Average cash conversion 25% 80% 95%
Relative TSR performance against the FTSE SmallCap
(excludingInvestment Trusts)
25% Median Upper quartile
The Committee retains discretion to adjust formulaic incentive vesting outcomes to ensure they
reflect underlying business performance and shareholder interests.
DEFERRED SHORT-TERM INCENTIVE AWARDS
No bonuses were awarded to Peter France and Mark Hoad in respect of the year ended
31December 2024. As such, during the 2025 financial year, no current or past Executive Directors
were awarded conditional shares under the deferred bonus share plan.
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202588
EXECUTIVE DIRECTOR INTERESTS IN SHARES
The table below sets out details of outstanding share awards held by Executive Directors at 31 December 2025.
Scheme Date of grant
Performance
conditions apply
Exercise
price
(pence)
1 January
2025
Granted during
the year Lapsed Vested
31December
2025
Market value at
31December
2025
(£)
1
Market price
at grantdate
(pence)
Vesting
date Expiry date
2
Executive Directors
Eric Lakin LTIP 22/04/2025
3
Y – – 1,092,425 – – 1,092,425 1,249,734 76 22/04/2028 –
Total outstanding
1,092,425 1,249,734
Former Executive Directors
Peter France LTIP 02/10/2023
3,4
Y – 479,930 – 146,646 – 333,284 381,277 172 02/10/2026 –
11/03/2024
3,4
Y – 543,478 – 256,643 – 286,835 328,139 152 11/03/2027 –
DSBP 11/03/2024
5
– – 37,264 – 30,431 – 6,833 7,817 152 11/03/2026 –
Buy–out Award 02/10/2023
6
– – 226,876 – – – 226,876 259,546 172 02/10/2026 –
ShareSave 30/09/2024
7,8
– 127 14,617 – 14,617 – – – 96 01/11/2027 30/04/2028
Total outstanding
853,828 976,779
Mark Hoad LTIP 14/03/2022
3
Y – 262,321 – 262,321 – – – 192 14/03/2025 –
16/03/2023
3,4
Y – 324,992 – 45,138 – 279,854 320,153 181 16/03/2026 –
11/03/2024
3,4
Y – 398,845 – 188,344 – 210,501 240,813 152 11/03/2027 –
DSBP 16/03/2023
5
– – 31,558 – 22,007 9,551 – – 181 16/03/2025 –
11/03/2024
5
– – 108,817 – 108,817 – – – 152 11/03/2026 –
ShareSave 30/09/2024
7,9
– 127 14,617 – 7, 309 – 7,308 8,360 96 01/11/2027 30/04/2028
Total outstanding
497,663 569,326
1 Calculated as the total number of shares awarded multiplied by the share price on 31 December 2025 of 114.4 pence. The calculation does not take into account dividend equivalents or the likelihood of vesting.
2 The expiry date, relevant only to ShareSave, is that applying in normal circumstances.
3 Vesting of LTIP awards is subject to performance conditions set by the Remuneration Committee and disclosed in the relevant Directors’ Remuneration report. The 2022 LTIP (granted on 14 March 2022 for Mark Hoad) lapsed in full after performance testing. The 2023 LTIP (granted
2 October 2023 for Peter France and 16 March 2023 for Mark Hoad) after performance testing will vest at 25% of maximum.
4 Peter France stepped down with immediate effect on 9 April 2025 and Mark Hoad stepped down from the Board on 10 April 2025. As such, the 2023 and 2024 LTIP awards for both Mark Hoad and Peter France have been adjusted to account for time pro-rating. Unvested awards will
continue to be subject to their respective post-vesting two-year holding periods which will also continue to apply post cessation.
5 As a result of restated results for 2023, the Committee decided last year to exercise discretion and apply malus to reduce the number of unvested shares under the DSBP. This is reflected in the table above. For Peter France, 30,431 shares of the 37,264 shares awarded under the March 2024
DSBP award have lapsed. For Mark Hoad, the full March 2024 DSBP award of 108,817 has lapsed, as have 22,007 shares of the 31,558 shares awarded under the March 2023 DSBP award.
6 Peter France was granted a buy-out award in connection with his recruitment to compensate for a cash annual bonus that was forfeit on resignation from his prior employer. No performance conditions apply to this award. In line with treatment for a good leaver, Peter retained this buy-out
award, which will continue to vest on the normal vesting date.
7 The market value is the difference between the share price on 31 December 2025 and the option price (127 pence for the 2024 grant) multiplied by the total number of shares under the option (or £0 if this difference is negative).
8 Peter France’s options in the all-employee share plan, ShareSave, lapsed at the termination date in line with scheme rules.
9 Mark Hoad’s options in the all-employee share plan, ShareSave, have been time pro-rated in line with scheme rules.
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 89
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
After 10 years with the Group, on 10 April 2025, Mark Hoad stepped down from the Board as CFO
but remained employed until 30 September 2025. The remuneration approach for Mark, which is in
line with the Policy and typical market practice for retirement, was as follows:
– Salary, pension and benefits – Mark continued to receive his contractual salary of £403,632 per
annum, pension and benefits until 30 September 2025 (£216k in aggregate). No payment was
made in lieu of any unexpired period of notice.
– Short-term incentive plan – Mark remained eligible to receive an award in respect of the period
of active service in the 2025 financial year, payable at the normal payment date and paid in cash,
subject to performance testing and time pro-rating. The outturn disclosed earlier in this report,
of 66.2% of maximum, equates to £189k for the period 11 April to 30 September 2025.
– Long-term incentive plan – Mark retained his existing LTIP awards which will vest on the normal
vesting date subject to performance testing and time pro-rating. Mark did not receive an LTIP
grant in 2025.
– Deferred share bonus plan – Mark retained his in-flight DSBP awards, which reflect bonus awards
previously earned, less the shares lapsed on application of malus in respect to the 2023 revised
results. DSBP awards will vest on the normal vesting date.
– ShareSave – Mark retained his options on a time pro-rated basis in line with the scheme rules.
These will continue to vest on the normal vesting date.
– Share ownership guideline – A two-year post cessation of employment shareholding
requirement applies in line with Policy.
On 9 April 2025, Peter France stepped down from the Board as CEO. The remuneration approach
for Peter, which is in line with the Policy, is as follows:
– Salary, pension and benefits – Peter continued to receive his contractual salary of £550,000 per
annum, pension and benefits up to 9 October 2025 (£308k in aggregate). For the remaining term
of his contractual notice period, he will receive payment equivalent to his contractual salary (of
£225k), payable in equal monthly instalments.
– Short-term incentive plan – Peter remained eligible to receive an award in respect of the first three
months of the 2025 financial year, payable at the normal payment date subject to performance
testing and time pro-rating, and with 30% of the earned amount to be deferred into shares for two
years. The full value and further details of the bonus earned are captured on pages 86 and 87.
– Long-term incentive plan – Peter retained his existing LTIP awards which will vest on the normal
date subject to performance testing and time pro-rating. Peter did not receive an LTIP grant in 2025.
Deferred share bonus plan – Peter retained his in-flight DSBP award, which reflects bonus
previously earned, less the shares lapsed on application of malus in respect to the 2023 revised
results. The DSBP award will vest on the normal vesting date.
– Other – Peter retains the buy-out award made in connection with his recruitment to compensate
for a cash bonus that was forfeited on resignation from his prior employer. No performance
conditions apply and this award will vest on the normal date of 2 October 2026. Peter also received
£12,000 towards legal fees incurred on the termination of his agreement.
– ShareSave – Peter’s options lapsed at his termination date in line with scheme rules.
– Share ownership guideline – A two-year post cessation of employment shareholding
requirement applies in line with Policy.
STATEMENT OF DIRECTORS’ SHAREHOLDING AND SHARE INTERESTS (AUDITED)
The table below shows the shareholding for each Executive Director as at 31 December 2025, or
the date of stepping down from the Board, if earlier. TheExecutive Directors are required to build
and hold a shareholding of 200% of salary. Executive Directors must retain 50% of the net of tax
value of any vested LTIP/DSBP shares until the guideline is met.
Beneficially
owned at
1January
2025
Beneficially
owned at
31December
2025
Unvested
share awards
subject to
Company
performance
conditions
Unvested
deferred
bonus share
plan awards
1
Unvested
share
buy-out
award
Outstanding
share awards
under
all-employee
share plans
Shareholding
(% of salary)
2
Value of
shareholding
(£)
3
Executive Directors
Eric Lakin – 100,000 1,092,425 – – – 21% 114,4 00
Richard Webb
4
– – – – – – – –
Former Executive Directors
Peter France – – 620,119 6,833 226,876 – 26% 141,702
Mark Hoad
873,226 873,226 490,355 – – 7,308 247% 998,971
1 As a result of the restated results for 2023, the Committee exercised discretion and applied malus to reduce the number of unvested shares
under the DSBP. This has been applied in 2025 and is reflected in the figure above.
2 Shareholding includes beneficially owned shares and shares awards, such as DSBP grants, which are not subject to performance conditions
(net of assumed tax withholding). Shareholding calculated using the salary at the close of business on 31 December 2025 (or on the date of
stepping down, in the case of former Executive Directors).
3 Calculated using the share price as at close of business on 31 December 2025 of 114.4 pence.
4 Richard Webb, Interim CFO, was appointed on a fixed term contract and is not eligible for share-based remuneration. As a result, Richard
Webb is not expected to build up a shareholding in the Company at this time.
There have been no changes to shareholdings of incumbent Executive Directors between
31 December 2025 and the date of this report.
Post-cessation of employment, Executive Directors are required to hold for two years the lower
of half of the share ownership requirement or their shareholding at cessation.
The closing prices for an ordinary share of 25 pence of the Company on 31 December 2024 and
31 December 2025 as derived from Refinitiv were 106.0 pence and 114.4 pence respectively.
During 2025, the closing price of TT Electronics plc ordinary shares ranged between 73.0 pence
and 154.0 pence.
PAYMENTS TO PAST DIRECTORS (AUDITED)
On 1 October 2023, Richard Tyson stepped down as Chief Executive Officer. In accordance with
the previously disclosed 2023 payments for loss of office, Richard Tyson retained the 2023 grants
under the deferred share bonus plan which reflect annual bonus earned in 2022. The 2023 grant
of 42,070 shares vested on 14 March 2025. 18,460 shares were deducted for tax, resulting in a net
balance of 23,610 shares retained and subject to the post cessation of employment shareholding
requirement. The dividend equivalent was paid as cash to the value of £2,967.
No payments other than those described in this report were made to past Directors in 2025.
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202590
ANNUAL REPORT ON REMUNERATION CONTINUED
EXECUTIVE DIRECTORS’ SERVICE CONTRACTS
Executive Directors normally have rolling contracts which are terminable by either party giving
12 months’ notice. Service contracts are available for viewing at the Company’s registered office.
Date of appointment
Date of current
contract/letter
of appointment
Notice from
Company
Notice from
individual
Unexpired
period of
service contract
Eric Lakin
1
10 April 2025 11 August 2025 12 months 12 months Rolling contract
Richard Webb
2
12 May 2025 7 May 2025 3 months 3 months 4 months
1 Eric Lakin was appointed CFO Designate on 13 January 2025 but was not formally appointed to the Board in this position. On 10 April 2025,
and with immediate effect, Eric Lakin was appointed as Acting CEO and joined the Board as an Executive Director. Eric was appointed as CEO
on 12 August 2025, with no changes made to his remuneration terms.
2 Richard Webb was appointed as a Interim CFO with a one year fixed term contract. The unexpired period disclosed is at 31 December 2025.
PAY ACROSS THE ORGANISATION
This section of the report enables our remuneration arrangements to be viewed in the context
ofproviding:
– A comparison of the percentage change in our Directors’ remuneration with the change
in our UK employees’ average remuneration.
– A 10-year history of our Chief Executive’s remuneration.
– Our TSR performance over the same period.
– The ratio between our Chief Executive’s remuneration and the remuneration of employees.
– A year-on-year comparison of the total amount spent on employment costs across the Group
and shareholder payments.
PERCENTAGE CHANGE IN REMUNERATION OF DIRECTORS AND EMPLOYEES
The following table compares the percentage change in Directors’ salary/fees, benefits and short-term incentive to the average change for all employees of the parent Company for the past fiveyears.
2024 to 2025 2023 to 2024 2022 to 2023 2021 to 2022 2020 to 2021
Salary/fees Benefits Bonus Salary/fees Benefits Bonus Salary/fees Benefits Bonus Salary/fees Benefits Bonus Salary/fees Benefits Bonus
Executive Directors
Eric Lakin
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Richard Webb
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Chair
Warren Tucker 1.2% n/a n/a 3.0% n/a n/a 5.0% n/a n/a 2.5% n/a n/a 1.5% n/a n/a
Non-executive Directors
Anne Thorburn
2
6.0% n/a n/a 23.3% n/a n/a 5.0% n/a n/a 2.5% n/a n/a 8.0% n/a n/a
Inken Braunschmidt
3
10.6% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Michael Ord 1.2% n/a n/a 11.5% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Karina Rigby
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Former Directors
Peter France
5
0% 10.4% n/a 0% 0.2% (100)% n/a n/a n/a n/a n/a n/a n/a n/a n/a
Mark Hoad
6
0% 1.4% n/a 3.0% 1.8% (100)% 5.0% (1.3)% 26.8% 2.5% 5.0% (35.5)% 6.7% 52.0% 169.4%
Alison Wood
7
0% n/a n/a 12.2% n/a n/a 5.0% n/a n/a 2.5% n/a n/a 12.5% n/a n/a
Average UK TT Electronics
parent company employees
8
3.4% 5.6% 101% 5.9% 11.4% (55.4%) 6.3% 11.2% 27.9% 9.4% 10.4% (25.7)% 2.9% 6.8% 108.4%
1 Eric Lakin and Richard Webb were appointed to the Board on 10 April 2025 and 12 May 2025 respectively. Therefore, table entries are not applicable for these individuals as there is no prior year remuneration for comparison purposes.
2 Anne Thorburn was appointed Senior Independent Director on 10 May 2024.
3 Inken Braunschmidt was appointed as a Non-executive Director on 1 July 2024 and as Chair of the Remuneration Committee on 30 June 2025.
4 Karina Rigby was appointed to the Board on 1 October 2025. Therefore, table entries are not applicable as there is no prior year remuneration for comparison purposes.
5 Peter France was appointed CEO on 2 October 2023 and stood down from that role and the Board on 9 April 2025. The percentage change from 2024 to 2025 is based full-time equivalent remuneration for 2025.
6 Mark Hoad stood down from the Board on 10 April 2025. The percentage change from 2024 to 2025 is based full-time equivalent remuneration for 2025.
7 Alison Wood stood down from the Board on 30 June 2025. The percentage change from 2024 to 2025 is based full-time equivalent remuneration for 2025.
8 Average parent Company employee based on employees who were employed throughout each two-year comparison period.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 91
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TSR PERFORMANCE
The following graph shows the cumulative TSR of the Company over the last 10 financial years
relative to the FTSE SmallCap Index (excluding Investment Trusts). The FTSE SmallCap Index has
been selected for consistency as it is the index against which the Company’s TSR is measured for
the purposes of the LTIP. In addition, the Company is a constituent of the Index.
The graph shows the value, by 31 December 2025, of £100 invested in TT Electronics plc on
31 December 2015 compared with the value of £100 invested in the FTSE SmallCap Index
(excluding Investment Trusts).
CHIEF EXECUTIVE OFFICER PAY RATIO
The table below shows the ratio of the total remuneration of the CEO to that of the UK employees
of the Group for the last seven years and has been prepared in accordance with the Companies
(Miscellaneous Reporting) Regulations 2018.
Year Methodology used Lower quartile Median Upper quartile
2025
1
Option B 47:1 3 4:1 27:1
2024 Option B 23:1 18:1 13:1
2023 Option B 45:1 39:1 25:1
2022 Option B 51:1 4 3:1 28:1
2021 Option B 62:1 52:1 34:1
2020 Option B 54:1 40:1 29:1
2019 Option B 63:1 55:1 38:1
1 The 2025 ratio is based on the combined CEO single figure of remuneration of Peter France and Eric Lakin.
Given the complexity of the Group, we continue to use Option B which uses our existing Gender Pay
reporting datasets as the foundation for our calculations. Our most recently conducted Gender Pay
Gap analysis at the time of writing the report was 5 April 2024, and this determined the hourly rates
at each quartile. Using 2025 pay data, we calculated the average annual salary and total remuneration
for representative employees in each quartile. Representative employees were employed on
31December 2025 and pay data is based on full-time equivalent pay and calculated in line with the
single figure of remuneration methodology. Adjustments may be made to ensure that quartiles are
representative, but no adjustments were required for 2025.
Across the UK, the majority of the workforce undertake operational roles in our facilities. The
employee lower quartile values are generally reflective of the roles held by our semi-skilled/skilled
operators. The median is broadly representative of our skilled technicians, early career professionals
and early career managers. The quartile data is broadly representative of total remuneration across
the workforce in the UK.
ANNUAL REPORT ON REMUNERATION CONTINUED
CHIEF EXECUTIVE OFFICER’S REMUNERATION FOR THE LAST 10 YEARS
The total remuneration figures for the Chief Executive Officer during each of the last 10 years are shown in the table below. The total remuneration figures include the short-term incentive based on that
year’s performance and LTIP vesting based on the three-year performance periods ending in the relevant year.
2016 2017 2018 2019 2020 2021 2022 2023
2
2023
3
2024
4
2025
5
2025
6
Richard Tyson Richard Tyson Richard Tyson Richard Tyson Richard Tyson Richard Tyson Richard Tyson Richard Tyson Peter France Peter France Peter France Eric Lakin
Total remuneration (£’000) 1,152 1,794 2,189 1,430 1,003 1,306 1,194 453 668 618 408 909
Short-term incentive (% of maximum) 100.0 100.0 93.3 64.0 45.8 97.1 61.2 – 59.6 0.0 61.2 78.2
LTIP vesting (% of maximum)
1
– 50.0 100.0 86.5 50.0 18.3 27.4 – – – 25.0 –
TT Electronics FTSE SmallCap excluding Investment Trusts
Dec 25Dec 24Dec 23Dec 22Dec 21Dec 20Dec 19Dec 18Dec 17Dec 16Dec 15
0
50
100
150
200
250
1 LTIP vesting is reflective of the three-year performance periods ending in the relevant year.
2 Relates to Richard Tyson’s tenure as CEO to 1 October 2023.
3 Relates to Peter France’s tenure as CEO from 2 October 2023. 2023 values have been restated to reflect the revised formulaic outcome
of the 2023 STIP for the retrospective reduction to the 2023 results. The short-term incentive (% of maximum) has been reduced from 91.7%
and the total remuneration has been reduced from £734,000.
4 The Executive Directors and the Committee mutually concluded that no bonuses should be paid to the Executive Directors for 2024.
5 Relates to Peter France’s tenure as CEO to 9 April 2025.
6 Relates to Eric Lakin’s tenure as CEO from 10 April 2025.
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202592
The change in the CEO pay ratio is attributable to changes in the remuneration of the CEO and of
the Company’s UK employees as a whole. The Committee ensures the majority of the CEO’s pay
is performance driven and therefore may vary significantly year-on-year due to STIP and LTIP
outcomes, as well as share price movements for share-based award. As such it is expected that
there will be considerable year-to-year changes in the ratio, as evidenced in the differences
between 2024, when the former CEO received no STIP or LTIP payment, and 2025, when there
was variable pay earned. The Committee believes that the pay ratio is appropriate and is reflective
of the performance of the Group and the roles undertaken by employees in the UK. Further
context to the CEO total remuneration is set out in detail in this report.
For 2025, the salary and single figure of total remuneration for our pay quartiles of UK employees
are as follows:
Lower quartile Median Upper quartile
Salary £26,14 8 £35,042 £44,449
Single figure of total remuneration £27,958 £38,199 £48,825
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out the change in payments to shareholders and the overall expenditure
on pay across the Group.
2025 2024 Change
Staff costs for the Group (£m) 150.3 159.7 (6)%
Dividends relating to the period (£m) 0.0 4.0 (100)%
NON-EXECUTIVE DIRECTORS’ FEES
As disclosed in the 2024 Annual Report, the decision around fee increases for the year was
delayed until early 2025 and following the review, Chair, NED and Committee Chair fees were
increased in line with the UK workforce of 2.5%, effective 1 July 2025. Fees were also reviewed in
early 2026, and increased effective 1 April 2026 by 2.5%, below the UK workforce increase of
3.75%. The resulting fees are shown below.
Effective
1 April 2026 Increase
Effective
1 July 2025 Increase
Effective
1 January 2024
Chair £212,783 2.5% £ 207,593 2.5% £202,530
NED base fee £57,784 2.5% £56,375 2.5% £55,000
NED additional fees:
Senior Independent Director £10,506 2.5% £10,250 2.5% £10,000
Audit Committee Chair £10,506 2.5% £10,250 2.5% £10,000
Remuneration Committee Chair £10,506 2.5% £10,250 2.5% £10,000
NON-EXECUTIVE DIRECTORS’ REMUNERATION
Non-executive Directors’ single figure for total remuneration (audited)
£’000 Salary/fees Benefits Total
2025 2024 2025 2024 2025 2024
Warren Tucker 205 203 – – 205 203
Anne Thorburn
1
76 71 – – 76 71
Inken Braunschmidt
2
61 27 – – 61 27
Michael Ord 56 55 – – 56 55
Karina Rigby
3
14 – – – 14 –
Former Directors
Alison Wood
4
32 65 – – 32 65
1 Anne Thorburn’s fee comprised the NED base fee, the additional fee for chairing the Audit Committee, and the additional fee as Senior
Independent Director effective from 10 May 2024.
2 Inken Braunschmidt’s fee comprised her NED base fee and her additional fee for chairing the Remuneration Committee since 30 June 2025.
3 Karina Rigby joined the Board on 1 October 2025.
4 Alison Wood stepped down from the Board on 30 June 2025.
NON-EXECUTIVE DIRECTORS’ SHARE OWNERSHIP
While Non-executive Directors cannot participate in Company share schemes, share ownership
isencouraged to strengthen stakeholder alignment.
Non-executive Directors’ shareholdings (audited)
The table below shows the shareholding for each Non-executive Director at 31 December 2025.
Warren Tucker has sold his beneficially owned shares since that date.
Beneficially owned at
31December 2025
1
Chair
Warren Tucker 92,977
Non-executive Directors
Anne Thorburn 60,000
Inken Braunschmidt –
Michael Ord 25,000
Karina Rigby –
Former Director
Alison Wood
1
–
1 As at 30 June 2025 for Alison Wood, being the date she retired from the Board.
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 93
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT
The Chair and Non-executive Directors are appointed under letters of appointment. Letters of
appointment are available for viewing at the Company’s registered office.
Date of
appointment
Date of current
contract/letter of
appointment
Notice from
Company
Notice from
individual
Unexpired
period of
service contract
Chair
Warren Tucker 06/05/2020 02/04/2020 1 month 1 month Rolling contract
Non-executive Directors
Anne Thorburn 01/07/2019 12/06/2019 1 month 1 month Rolling contract
Inken Braunschmidt 01/07/2024 25/06/2024 1 month 1 month Rolling contract
Michael Ord 16/01/2023 09/01/2023 1 month 1 month Rolling contract
Karina Rigby
01/10/2025 13/06/2025 1 month 1 month Rolling contract
SHAREHOLDER VOTING
The proxy votes cast in respect of the resolution to approve the Directors’ Remuneration report
at the AGM held on 30 June 2025 are set out below, together with the vote on the current
Remuneration Policy approved at the 2023 AGM.
Date of
AGM
For and
Discretionary
For and
Discretionary
(%) Against
Against
(%) Withheld
Directors’ Remuneration Policy 9 May 2023 131,581,506 90.59% 13,666,522 9.41% 40,262
Directors’ Remuneration report
30 June 2025 90,430,553 86.65% 13,929,569 13.35% 39,851
Withheld votes are not counted towards the total percentage of votes cast.
Full schedules in respect of shareholder voting on the above and all AGM resolutions are available
at www.ttelectronics.com.
The Remuneration Committee considers shareholder feedback received in connection with the
AGM each year and at other times of the year. This feedback is considered as part of the Group’s
annual review of the Remuneration Report and Remuneration Policy. In addition, the
Remuneration Committee endeavours to consult directly with the largest shareholders and the
main representative bodies on proposals ahead of significant changes.
ADVISERS TO THE COMMITTEE
During the year, the Committee received support and advice from the CEO, the Interim CFO,
the EVP Human Resources, the Group Reward Director, and independent remuneration advisers.
The Company Secretary is secretary to the Committee.
During the 2025 financial year, the Committee undertook a review of its advisers and appointed
Ellason to replace FIT Remuneration Consultants LLP (“FIT”) as its independent advisers. Both
Ellason and FIT are signatories of and adhere to the Code of Conduct for Remuneration
Consultants which has been developed by the Remuneration Consultants Group. There are no
personal connections between Ellason or FIT and either the Company or any individual Directors.
The Committee is satisfied that the advice it received during the year was appropriate, objective
and independent. Neither Ellason or FIT provided any other services to the Group. The Company
paid a total fee of £35,020 (excluding VAT) to FIT, and £59,655 (excluding VAT) to Ellason, in
relation to Remuneration Committee advice received during the year. Fees were determined on
the basis of time and expenses.
The Group’s approach to the Chair’s and Executive Directors’ remuneration is determined by the
Board on the advice of the Remuneration Committee. The Committee considers the views of the
Chair on the performance of the CEO, and of the CEO on the performance and remuneration of the
other members of the Executive Committee. No Committee members or attendees take part in
any discussions relating to their own remuneration.
STATUTORY REQUIREMENTS
The Committee’s composition, responsibilities and operation comply with the principles of good
governance as set out in the Code and the requirements of the Listing Rules (of the Financial
Conduct Authority) and the Companies Act 2006. The Directors’ Remuneration report has been
prepared on the basis prescribed in the Large- and Medium-sized Companies and Groups
(Accounts and Reports) (Amendment) Regulations 2013.
The Directors’ Remuneration report has been approved by the Board and signed on its behalf by:
Inken Braunschmidt
Chair, Remuneration Committee
24 March 2026
ANNUAL REPORT ON REMUNERATION CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202594
OTHER STATUTORY
DISCLOSURES
This Annual Report and Accounts includes the
Directors’ report and the audited financial statements
for the year ended 31 December 2025. Certain
information required to be disclosed in the Directors’
report is provided in other sections of this Annual
Report. This includes the overview, the operating and
financial reviews, the Governance and Remuneration
reports and specific elements of the financial
statements noted below. The table below lists items
that are relevant to this report, and which are
incorporated by reference, including information
required in accordance with the UK Companies Act
2006 and Listing Rule 9.8.4R:
AGM information Page 160
Current and future dividend waiver Page 96
Employee engagement Page 20
Future developments in the business Pages IFC to 44
Going concern Page 44
Scope 1, 2 and 3 emissions Page 25
Section 172 statement Page 35
Share capital Page 160
Subsidiary undertakings Page 153
Viability statement Page 44
Results and dividend
The Group’s loss on ordinary activities after taxation was
£50.6 million (2024: £53.4 million loss). The audited financial
statements of the Group and the Company are set out on pages
111 to 154. Further details of the Group’s activities are set out in
the Strategic report on pages IFC to 44 which is incorporated
into the Directors’ report by reference.
Full details of the Company’s dividend policy are set out
on page 15.
Tax principles and strategy
The Group applies a conservative approach to tax and seeks
to comply with the OECD Transfer Pricing guidelines, which
should ensure that profits are taxed where value is created
and business risks are managed. The Group’s full Tax Principles
and Strategy document is published on the Group’s website.
Important events since the end of the financial year
In March 2026 the Group announced a reorganisation of its
segments into a divisional structure of Power, EMS and
Components. which better aligns the business to our customers,
markets and operations.
Auditor
In 2019, the Company undertook a competitive re-tender
exercise for external audit services, following which Deloitte LLP
(“Deloitte”) was appointed as external Auditor for the financial
year 2020 onwards. Deloitte was appointed by the Company’s
shareholders at the AGM held on 6 May 2020 and has been
reappointed at each subsequent AGM (including the 2025 AGM).
The Auditor’s responsibilities are set out on page 107 and should
be read in conjunction with those of the Directors as set out at
the end of this report.
Significant agreements relating to change of control
The Group has a number of borrowing facilities provided by
various banking groups. The most significant of these facility
agreements (as described below) include change of control
provisions which, in the event of a change in ownership
of the Company, could result in renegotiation or withdrawal
of these facilities:
PP: In August 2021, the Group agreed a debut issue of £75
million of private placement fixed rate loan notes with three
institutional investors. The PP transaction completed in
December 2021, whereupon funds were received by the Group,
with the issue being evenly split between seven- and ten-year
maturities with an average interest rate of 3.6%.
RCF: In June 2022, the Group entered into an agreement for
a £147.4 million multi-currency revolving credit facility with
a syndicate of five relationship banks, with a maturity date
of 27 June 2026 and a one-year extension option. In June 2023,
this extension option was exercised, with the result that RCF
maturity date was extended to 27 June 2027. In addition, in
February 2023, £15 million of a £32.6 million accordion was
exercised increasing the facility size to £162.4 million. In March
2026, the RCF was amended and extended with a new expiry
date of June 2028 and revised facility size of £105.0 million.
There are a number of other agreements that may be terminable
upon a change of control of the Company and therefore subject
to renegotiation. No such agreements are considered at present
to be significant in terms of their potential impact on the
business of the Group as a whole.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 95
OTHER STATUTORY DISCLOSURESCONTINUED
Employment
The Group is committed to the fair and equal treatment of all its
employees regardless of gender, race, age, religion, disability or
sexual orientation. Where existing employees become disabled,
the policy of the Group is to provide continuing employment and
training wherever practicable.
The Group makes significant efforts to ensure it maintains high
standards of employee welfare in all its operations, irrespective
of where in the world, and of local market conditions. Further
details on the Group’s policies relating to its employees are given
on pages 20 to 21.
Political contributions
The Group made no political contributions during theyear.
Authority to allot shares and disapply statutory
pre-emption rights
The Directors will be seeking to renew their authorities to allot
unissued shares and to disapply statutory pre-emption rights,
in line with the updated Statement of Principles published by the
Pre-Emption Group in November 2022, at the AGM to be held on
15 May 2026. During 2025, this authority was used in respect of
customary allotments of shares resulting from the operation of
the Group’s share schemes. The Notice of Annual General
Meeting will be available to shareholders at www.ttelectronics.
com/investors/agm-gm.
Purchase of own shares
At the AGM held on 30 June 2025, the Company was given
authority to purchase up to 17,797,225 of its ordinary shares until
the date of its next AGM. Other than market purchases made by
the Employee Benefit Trust (“EBT”), no purchases were made
during the year by the Company. The Directors will be seeking
a new authority for the Company to purchase its ordinary shares
at the forthcoming AGM.
Further details regarding the authority to allot shares and
disapply statutory pre-emption rights and the purchase of own
shares will be set out in the Notice of the Annual General
Meeting, which will be available to view on the Company’s
website at www.ttelectronics.com/investors/agm-gm.
Shares held by the Employee Benefit Trust
The Company has established an EBT, the Trustee of which is
Apex Group Fiduciary Services Limited, part of Apex Group.
As at 31 December 2025, the Trustee held 317,512 shares with
a nominal value of £79,378 and an aggregate purchase price of
£0.43 per share, representing 0.178% of the total issued share
capital at that date. These shares will be used to satisfy awards
made under the TT Electronics plc Restricted Share Plan, the
TT Electronics plc LTIP, the TT Electronics deferred share bonus
plan or other employee share schemes. The maximum number
of shares held by the EBT during the year was 588,319.
The voting rights in relation to these shares are exercisable by
the Trustee. However, in accordance with investor protection
guidelines, the Trustee abstains from voting. A dividend waiver
is in place under which the Trustee waived its right to receive
dividends on the shares it held during the year, and any future
dividends. The Executive Directors, as employees of the
Company, are potential beneficiaries of shares held by the EBT.
Disclosure of information to the Auditor
To the best of each Director’s knowledge and belief, there is
no audit information relevant to the preparation of the Auditor’s
report of which the Auditor is unaware and each Director has
taken all steps which might be expected to be aware of such
relevant information and to establish that the Auditor is also
aware of that information.
Approved by the Board on 24 March 2026 and signed
on its behalf by:
Ian Buckley
General Counsel and Company Secretary
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202596
STATEMENT OF DIRECTORS’
RESPONSIBILITIES
The Directors are responsible for preparing the
Annual Report and Accounts and the Group and
parent Company financial statements in accordance
with applicable law and regulations:
– for the Group financial statements, state whether they have
been prepared in accordance with UK adopted international
accounting standards;
– for the parent Company financial statements, state whether
applicable UK accounting standards have been followed,
subject to any material departures disclosed and explained
in the parent Company financial statements;
– assess the Group and parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern; and
– use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to
cease operations, or have no realistic alternative but to do so.
In preparing the Group financial statements, International
Accounting Standard 1 requires that directors:
– properly select and apply accounting policies;
– present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
– provide additional disclosures when compliance with the
specific requirements of the financial reporting framework
are insufficient to enable users to understand the impact of
particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
– make an assessment of the Group and parent company’s
ability to continue as a going concern.
Company law requires the Directors to prepare Group and parent
Company financial statements for each financial year. Under
that law the Directors are required to prepare the Group financial
statements in accordance with UK adopted international
accounting standards. The financial statements also comply
with International Financial Reporting Standards (“IFRS”) as
issued by the IASB. The Directors have also chosen to prepare
the parent Company financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice
(United Kingdom Accounting Standards and applicable law),
including FRS 101 Reduced Disclosure Framework.
Under company law, the Directors must not approve the
financial statements unless they are satisfied that they give a
true and fair view of the state of affairs of the Group and parent
Company and of their profit or loss for that period. In preparing
each of the Group and parent Company financial statements,
the Directors are required to:
– select suitable accounting policies and then apply them
consistently;
– make judgements and accounting estimates that are
reasonable and prudent;
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company’s transactions and disclose with reasonable accuracy
at any time the financial position of the parent Company and
enable them to ensure that its financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and
other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic report, Directors’ report,
Directors’ Remuneration report and Corporate Governance
statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 97
STATEMENT OF DIRECTORS’ RESPONSIBILITIESCONTINUED
Responsibility statement of the Directors in respect
of the Annual Report and Accounts
We confirm that to the best of our knowledge:
– the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole;
– the Strategic report includes a fair review of the development
and performance of the business and the position of the
Company and the undertakings included in the consolidation
taken as a whole, together with a description of the principal
risks and uncertainties that they face; and
– we consider the Annual Report and Accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
The coordination and review of Group-wide input into the Annual
Report is a key element of the control process upon which the
Directors rely and is an exercise which spans a period wider than
the timetable for compiling the Annual Report itself. This control
process incorporates the controls the Group operates
throughout the year to identify key financial and operational
issues and includes:
– strategy meetings held as part of most Board meetings,
at which the entire Board is present, resulting in a clear
agreement of the Group’s strategy;
– the identification of the key milestones and the related KPIs
to be monitored and measured throughout the period;
– monthly reviews of business performance conducted
by the Executive Committee (in consultation with divisional
management), supplemented by reports highlighting key
issues and analysis of the main variances from budget
and prior year;
– preparation of a detailed budget, reviewed and agreed by
management and then the Board, which is used to calibrate
strategy implementation and against which actual
performance is measured;
– a timetabled process coordinating input from each division,
identifying significant market issues and key elements of
performance for each business area, and appropriately
incorporating them into the structure of the Annual Report;
– the identification of key risks from the risk management
process, for inclusion within the Annual Report, ensuring
a consistency of approach with regard to the risks and the
ongoing review programme;
– a planned Audit Committee sign-off process which
incorporates meetings of the Chair of the Audit Committee
with the Executive Directors, the Risk and Assurance function
and external Auditor to identify and timetable potential issues
of significance to be addressed; and
– a process for internal distribution and comment on the Annual
Report, including those of the members of the Board, key
advisers and external Auditor.
By order of the Board:
Ian Buckley
General Counsel and Company Secretary
24 March 2026
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 202598
Report on the audit of the financial statements
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF
TTELECTRONICS PLC
1. OPINION
In our opinion:
– the financial statements of TT Electronics plc (the ‘parent company’) and its subsidiaries
(the ‘Group’) give a true and fair view of the state of the Group’s and of the parent company’s
affairs as at 31 December 2025 and of the Group’s loss for the year then ended;
– the Group financial statements have been properly prepared in accordance with United
Kingdom adopted international accounting standards and IFRS Accounting Standards as
issued by the International Accounting Standards Board (IASB);
– the parent company financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice, including Financial Reporting
Standard 101 “Reduced Disclosure Framework”; and
– the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements which comprise:
– the consolidated income statement;
– the consolidated statement of comprehensive income;
– the consolidated and parent statements of financial position;
– the consolidated and parent company statements of changes in equity;
– the consolidated statement of cash flows; and
– the related notes 1 to 32 of the consolidated financial statements and notes 1 to 15 of the
parent company financial statements.
The financial reporting framework that has been applied in the preparation of the Group financial
statements is applicable law, United Kingdom adopted international accounting standards and
IFRS Accounting Standards as issued by the IASB. The financial reporting framework that has
been applied in the preparation of the parent company financial statements is applicable law and
United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework”
(United Kingdom Generally Accepted Accounting Practice).
2. BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the
auditor’s responsibilities for the audit of the financial statements section of our report.
We are independent of the Group and the parent company in accordance with the ethical
requirements that are relevant to our audit of the financial statements in the UK, including the
Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest
entities, and we have fulfilled our other ethical responsibilities in accordance with these
requirements. We confirm that we have not provided any non-audit services prohibited by the
FRC’s Ethical Standard to the Group or the parent company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
3. SUMMARY OF OUR AUDIT APPROACH
Key audit
matters
The key audit matters that we identified in the current year were:
– Impairment of assets within North America
– Going concern
– Classification of adjusting items
– Inventory provisioning
Within this report, key audit matters are identified as follows:
Newly identified
Increased level of risk
Similar level of risk
Decreased level of risk
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 99
INDEPENDENT AUDITOR’S REPORTCONTINUED
Materiality The materiality that we used for the Group financial statements was £1.7 million,
which was determined as a balanced consideration across a range of
benchmarks, including net assets, revenue and adjusted profit before tax after
amortisation.
Scoping Our approach to audit scoping included performing audit procedures over 79%
of the Group’s revenue, 77% of the Group’s adjusted operating profit before tax
after amortisation and 84% of the Group’s net assets.
Significant
changes in
our
approach
In the prior year the directors identified and disclosed a material uncertainty
related to going concern. Throughout 2025, there have been a number of events
that have positively impacted the Group’s going concern position. Based on those
factors, the Group have concluded a material uncertainty is no longer present.
We have identified going concern as a key matter in the current year due to
significant time and effort on the part of the audit team.
The Group has recognised £65.4 million of adjusting items in the current year.
As a result of an increased level of judgement in respect of adjusting items
recognised, we have identified the classification of adjusting items as a new key
audit matter.
In the prior year we identified the impact of prior period accounting matters and
an accounting irregularity as a key audit matter. The matters giving rise to this key
audit matter have now been resolved and the Group has implemented corrective
action to address the risk of irregularities of this nature re-occurring. We have not
identified any similar matters and as a result, the risk has reduced such that this
is not considered to be a key audit matter in the current year.
4. CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
Our evaluation of the directors’ assessment of the Group’s and parent company’s ability to
continue to adopt the going concern basis of accounting is discussed in section 5.2.
Based on the work we have performed, we have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the Group’s
and parent company’s ability to continue as a going concern for a period of at least twelve
months from when the financial statements are authorised for issue.
In relation to the reporting on how the Group has applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to in relation to the directors’ statement in the
financial statements about whether the directors considered it appropriate to adopt the going
concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
5. KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not due to fraud) that we
identified. These matters included those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement
team.
These matters were addressed in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
3. SUMMARY OF OUR AUDIT APPROACH CONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025100
INDEPENDENT AUDITOR’S REPORTCONTINUED
5.1. Impairment of assets within North America
Key audit
matter
description
As required by IAS 36, Impairment of Assets, management performs an impairment
review for groups of CGUs that have goodwill on an annual basis. For amortising
assets such as property, plant and equipment (“PPE”) and right-of-use (“ROU”)
assets an impairment review must be undertaken when an indicator of impairment
exists.
At the start of 2024, total goodwill on the statement of financial position
associated with the North America group of cash generating units (“CGUs”) was
£77.1 million. During the course of 2024, an impairment charge of £36.7 million
was recognised, resulting in a North America goodwill balance as at 31 December
2024 of £40.4 million.
During the course of 2025, subsequent to the impairment review, an impairment
charge was recorded equal to the remaining value of the goodwill associated with
the North America group of CGUs (£37.2 million at the point of assessment due to
the impact foreign exchange translation). This impairment has arisen as a result of
continued poor financial performance during 2025 and a reduction in the Group’s
expectations of future profitability for North America.
The impairment assessment of goodwill for the group of CGUs has been identified
as a key audit matter as a result of the estimation involved in determining the value
of the impairment in the current year, the quantitative significance of the balance,
and the application of the Group’s judgement, including the risk of management
bias, and estimation in its impairment assessment. The key assumptions driving
the impairment relate to forecast cashflows, long term growth rates and discount
rate within the value in use assessment.
Note 13 within the financial statements discloses the impairment loss recognised
over the North America goodwill balance and the details of the impairment test
performed.
In addition, during the year, the Group recognised an impairment write down of
non-current assets of £4.2 million relating to two sites within North America. This
impairment was driven by operational challenges and downturns in performance
at these locations, which resulted in a reassessment of their recoverable amounts.
The Group determined that the carrying values of these assets exceeded their
recoverable amounts, and consequently, an impairment charge was recorded in
the consolidated financial statements. Like the goodwill assessment, the key
assumptions associated with the site level impairment review relate to forecast
cashflows, long term growth rates and discount rate.
Note 12 within the financial statements discloses the impairment loss
recognised over the North American sites and Note 1 discloses the key source
of estimation uncertainty in relation to the impairment recognised at one of the
North American sites.
Refer also to page 66 of the Audit Committee report.
How the
scope of
ouraudit
responded to
the key audit
matter
Our assessment of the North America asset impairments included the following:
– We obtained an understanding of the relevant controls over the valuation of
goodwill, inparticular controls over the Group’s forecasting of future cash flows
and the determination of CGU specific discount and growth rates that underpin
the impairment model, and controls around management’s preparation of the
impairment model;
– We assessed management’s impairment analysis, underlying impairment
assessments and supporting financial models and challenged the
reasonableness of the assumptions which underpinned the forecasts.
Specifically, our work included, but was not limited to:
– Challenging the key assumptions relating to the 2026 forecast and later
forecast periods. Our assessment included reference to the recent and
historical financial performance of the North American business, testing over
expected order book levels including subsequent yearend sales, our
knowledge of the businesses, operational performance and territory and
sector specific forecasts from external sources;
– Challenging management on the key drivers of the value in use model such as
forecast revenues, operating margins, discount and long-term growth rates. We
considered how movements in these drivers, either individually or collectively,
could impact the level of impairment and the likelihood of such movements;
– Retrospective review of performance against budget, including consideration
of post year end actual performance against budget;
– Involving our valuation specialists to challenge the discount rate and long-
term growth rates applied by benchmarking against market data and
comparable organisations, and by evaluating the underlying process used to
determine the risk-adjusted cash flow projections;
– Assessing the integrity and mathematical accuracy of the impairment models;
– Checking the application of the input assumptions, and testing their
compliance with IAS 36;
– Performing sensitivity analysis to assess the key assumptions which have a
significant effect on the model; and
– Assessing the appropriateness of the related disclosures in the financial statements.
In relation to the impairment of PPE and ROU assets at the North American sites
our work included:
– Obtaining schedules of the PPE and ROU assets to be impaired and agreeing
back to amounts recorded in the general ledger;
– Challenging management’s forecasts with reference to the historical financial
performance of each site, expected order book levels and territory and sector
specific forecasts from external sources;
– Assessing the appropriateness of management’s assessment of the
recoverable amount;
5. KEY AUDIT MATTERS CONTINUED
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– Performing sensitivity analysis to assess the key assumptions which have
a significant effect on the model; and
– Assessing the appropriateness of the disclosures.
Key
observations
We determined that the accounting for the asset impairments set out above
and the associated disclosures in the financial statements are appropriate.
5.2. Going concern
Key audit
matter
description
In the prior year the Group experienced significant geopolitical uncertainty as well
as reductions in profitability from challenging market conditions and operational
challenges within North America. As such there was an elevated risk associated
with the ability of the Group to continue as a going concern and a material
uncertainty related to going concern was identified and disclosed in the 2024
financial statements given the reduced headroom over the current and forecast
financial covenants attached to the Group’s financing facilities.
In the current year, there have been a number of events that have had an impact on
the Group. These events are set out in detail in Note 1d of the financial statements:
– The Group paid down net debt to reduce interest cost, a key factor in assessing
forecast covenant compliance;
– Post year end the Group have obtained an amend and extend agreement for
their revolving credit facility with a new expiry date of 27 June 2028;
– The Group announced the closure of the unprofitable site in Plano and there
has been a reduction in losses associated with the Cleveland facility, reducing
the forecast cash outflows associated with these locations;
– Improved operational performance, particularly in the second half; and
– Reduced uncertainty within the macro-environments of the territories in which
the Group primarily operates, particularly the level of uncertainty associated
with the US tariff regime.
As a result of the above factors, in the current year, a greater level of headroom is
maintained from both a liquidity and covenant compliance perspective throughout
the going concern period, whilst the geopolitical uncertainty impacting the Group
has reduced. The Group have concluded in the current period they have not
identified a material uncertainty relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s and parent company’s ability
to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
There is judgement involved in determining the future forecast performance for
the Group (including determination of the revenue and operating profit growth
rates) as well as modelling the risks and mitigations included with management’s
downside scenario. The debt covenants are dependent on these underlying
values and thus they have a direct impact on the going concern conclusion.
Due to the significant audit time and effort in assessing the aforementioned
factors we consider going concern to be a key audit matter.
Note 1d in the financial statements discloses the circumstances in the year which
have resulted in management’s conclusion that the going concern assumption is
appropriate with no material uncertainties identified. This includes disclosures
over covenant compliance and the financing position of the Group.
Refer also to page 66 of the Audit Committee report.
How the
scope of
ouraudit
responded to
the key audit
matter
Our evaluation of the directors’ assessment of the Group’s and parent company’s
ability to continue to adopt the going concern basis of accounting included:
– We obtained an understanding of the Group’s relevant controls related to the
risk of non-compliance with covenants and the going concern assessment of
the Group;
– We performed various tests on the integrity and mathematical accuracy
of management’s base case and downside scenario;
– We challenged the judgements and assumptions applied by management
in their going concern assessment and associated forecasts of financial
performance and financial position;
– We used external market information available to challenge the revenue
forecasts;
– We assessed key loan documentation, including the recently finalised
refinancing documentation, to understand the principal terms, including
financial covenants and performed an assessment of the Group’s existing
and forecast compliance with debt covenants;
– We assessed the severity of managements downside scenario and stress
testing for reasonableness, including the extent to which the mitigations
modelled are within managements control and can deliver the anticipated
cashflow benefits;
– We considered the latest available business performance and the net debt
position at that date; and
– We challenged the disclosure in the financial statements in respect of going
concern to determine whether it was sufficient and appropriate.
Key
observations
Based on the audit work performed, we are satisfied that the Group’s
assumptions and disclosures regarding the preparation of the financial
statements on a going concern basis are appropriate and we have not identified
any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt about the Group’s ability to continue as a
going concern for a period of twelve months from when the financial statements
are authorised for issue.
5. KEY AUDIT MATTERS CONTINUED
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5.3. Classification of adjusting items
Key audit
matter
description
In addition to the statutory results, the Group presents adjusted performance
measures in the consolidated income statement, including adjusted operating profit.
While the key measure used by the Group to monitor performance is adjusted
operating profit, adjusted profit before tax is also an important measure used by the
Group in communication with shareholders. The Group’s policy on adjusting items
is set out in note 1c to the financial statements.
In total, adjustments of £65.4 million (2024: £60.6 million) have been made
to the statutory operating loss of £28.2 million (2024: £23.5 million) to derive
adjusted operating profit of £37.2 million (2024: £37.1 million).
Adjusting items in 2025 are disclosed in note 6.
The identification of adjusting items and the presentation of adjusted operating
profit and earnings measures that show consistent and balanced view of the
performance of the Group involves significant judgement.
The directors also consider the prominence given to the adjusted financial
information so that it does not appear misleading to the users of the financial
statements.
There is a risk that items may be classified as adjusting which do not meet the
Group’s adjusting items policy, and therefore distort the reported adjusted operating
profit, whether due to fraud or error. This could also impact financial covenants
reported and director’s and key management personnel’s remuneration, hence this
is considered a potential fraud risk. Consistency in the identification and
presentation of these items is important for comparability of year-on-year reporting
as well as compliance with guidance from regulatory bodies, such as the European
Securities and Market Authority (“ESMA”) and the Financial Reporting Council
(“FRC”), on alternative performance measures.
The quantum of items which are more judgemental such as restructuring costs
have significantly increased from the prior period. Therefore, we have increased
the risk level associated with adjusting items in the current year.
Explanations of each adjustment are set out in Note 6 to the financial statements.
Furthermore, within Note 1 to the Group financial statements the determination
of adjusting items is included as a critical judgement.
Refer also to page 66 of the Audit Committee report.
How the
scope of
our audit
responded to
the key audit
matter
Our evaluation of the classification of adjusting items included the following:
– We obtained an understanding of the Group’s relevant controls over the
classification of adjusting items in the financial statements;
– We evaluated the consistency of the Group’s policy and considered the items
classified as adjusting, both individually and in aggregate within adjusted
results. Specifically, our procedures included:
– Assessing the consistency of the Group’s policy and items included year
on year. This included assessing the application of the Group’s policy to
the overall projects identified as adjusting, and the individual transactions
recorded within those projects. This included challenging the nature of these
transactions through comparison to ESMA and FRC guidance on alternative
performance measures;
– Challenging management regarding the nature of the restructuring related
adjusting items by evaluating the following:
• The underlying reason for the item and whether they fall within
management’s accounting policy definition for restructuring costs;
• Whether they are balanced and consistent in the manner in which they
consider items of income and expenditure associated with restructuring;
– Testing a sample of adjusting items by agreeing to source documentation and
evaluating the classification of the individual costs against the Group’s policy
for adjusting items;
– Challenging management that adjusting items is complete and that there are
no sources of income that should be removed when determining adjusted
results; and
– Assessing whether the disclosures within the financial statements provide
sufficient detail, and level of prominence, for users to understand the nature of
the items and how the adjusted results are reconciled to the statutory results.
Key
observations
We have concluded that the valuation of the items adjusted for when determining
adjusted results is materially correct.
We determined that management’s classification and presentation of adjusting
items is materially consistent with the Group’s policy as well as the ESMA and
FRC guidance on alternative performance measures.
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5.4. Inventory provisioning
Key audit
matter
description
Total inventory on the statement of financial position on 31 December 2025
is £103.2 million (2024: £132.7 million). This is stated after a provision for
obsolescence of £23.4 million (2024: £17.2 million), representing 23% of gross
inventory (2024: 11.4%).
The provision for excess and obsolete inventory has been considered as a key audit
matter, pinpointed to one North American site which has experienced historical
operational challenges and two sites, in North America and China, due to the
quantitative size of the inventory balance (gross of inventory of £56.8 million and
provision of £5.5 million across the three sites).
The Group uses a standardised provisioning policy based on ageing or forecast
demand which may be amended where management can override to the formulaic
answer provided and therefore is an estimate that can be subject to management
bias.
There is a risk that inventory held on the statement of financial position is not
recoverable at its current value and the provision does not adequately cover the risk
of recovering the assets value Please refer to Note 1(l) and Note 15 of the financial
statements which discloses the inventory policy and balance of the Group
respectively.
How the
scope of
our audit
responded
to the key
audit matter
Our assessment of the inventory provisioning determined by the Group in relation
to these three sites included the following:
– We obtained an understanding of the relevant controls over the Group’s
inventory provisioning.
– We assessed management’s underlying analysis, and supporting provisioning
calculation, and challenged the reasonableness of the assumptions which
underpinned the calculations;
– Specifically, our work included, but was not limited to:
– Assessing whether the inventory provision methodology applied by the
Group is appropriate, consistent with the Group’s provisioning policies and
that any additional specific provisions applied can be justified appropriately;
– Testing the integrity and mathematical accuracy of the provisioning
calculations;
– Performing retrospective reviews by comparing actual write offs during the
year, against relevant prior period provisions to assess the accuracy of initial
estimates;
– Challenging the key data and assumptions within the provisioning
calculations; and
– Sample testing areas where management had made manual adjustments
to the Group’s formula driven model to determine whether adjustments were
appropriate.
Key
observations
We determined that the provisioning policy applied is reasonable and the resultant
inventory provision was appropriate.
5. KEY AUDIT MATTERS CONTINUED
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6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it
probable that the economic decisions of a reasonably knowledgeable person would be changed
or influenced. We use materiality both in planning the scope of our audit work and in evaluating
the results of our work.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Group financial statements Parent company financial statements
Materiality £1.7m (2024: £1.9m) £0.6m (2024: £0.6m)
Basis for determining
materiality
We consider a range of
benchmarks such as net assets,
revenue, and adjusted profit
before tax (as disclosed within
APM 3 on page 157).
Materiality for the current year
represents:
– 0.35% of revenue (2024: 0.4%);
– 4.6% of adjusted profit before
tax after amortisation (2024:
7.8%); and
– 1.1% of net assets (2024: 0.8%).
Parent company materiality
equates to 0.4% (2024: 0.3%)
of net assets which is capped at
32% of Group materiality (2024:
32%), in order to address the risk
of aggregation when combined
with other businesses.
Rationale for the
benchmark applied
We considered the financial
measures that were most relevant
to users of the financial
statements and concluded that
the measures above represented
the most relevant metrics for the
purpose of evaluating financial
performance.
We believe that use of a
statement of financial position
measure was appropriate given
that the parent company acts
as a holding company.
Group materiality £1.7m
Component performance materiality
range £0.6m to £0.4m
Audit Committee reporting threshold £0.09m
Adjusted PBT after
amortisation £28.7m
Group materiality
6.2. Performance materiality
We set performance materiality at a level lower than materiality to reduce the probability that,
in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial
statements as a whole.
Group financial statements Parent company financial statements
Performance materiality 65% (2024: 65%) of Group
materiality
70% (2024: 70%) of parent
company materiality
Basis and rationale for
determining performance
materiality
In determining performance materiality, we considered
the following factors:
– Our assessment of the respective complexity of the Group
and the parent company, and nature of the Group’s business
model;
– The de-centralised nature of the Group’s control environment
and its variation across the Group; and
– The number of corrected misstatements, uncorrected
misstatements and control findings identified in the
previous year.
6.3. Error reporting threshold
We agreed with the Audit Committee that we would report to the Committee all audit differences
in excess of £85,000 (2024: £95,000), as well as differences below that threshold that, in our view,
warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure
matters that we identified when assessing the overall presentation of the financial statements.
6. OUR APPLICATION OF MATERIALITY
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7.1. Identification and scoping of components
Our Group audit was scoped by obtaining an understanding of the Group and its environment,
including Group-wide controls, and assessing the risks of material misstatement at the Group and
component level.
There are 63 (2024: 63) reporting components in total, each of which is responsible for maintaining
their own accounting records and controls and using an integrated consolidation system to report
to UK head office.
Our Group audit scope focused on audit work at 23 components (2024: 24 components).
We selected 10 (2024: 13) reporting components where we requested component auditors to
perform an audit of the component’s entire financial information. Coverage from the in-scope
components representing 79% (2024: 74%) of the Group’s revenue, 77% (2024: 78%) of the Group’s
adjusted operating profit and 84% of the Group’s net assets (2024: 87%).
Each component was set a specific component performance materiality, considering its relative
size and any component-specific risk factors such as the location of components. The component
performance materialities applied were in the range £0.4 million to £0.6 million (2024: £0.5 million
to £0.7 million).
We tested the consolidation process at the parent company level and conducted analytical
procedures for entities not subject to detailed audit work to confirm our conclusion that there
was no significant risk of material misstatement in the aggregated financial information.
21%
79%
Revenue
23%
77%
Adjusted operating profit
16%
84%
Net assets
Direct Procedures
Analytical Review
7.2. Our consideration of the control environment
The Group include their assessment of the internal control environment under the Risk
Management section of the annual report included on page 38.
For in-scope components, we obtained an understanding of the relevant controls over key
business processes. Dependent on the nature of the component, this included impairment
of goodwill, impairment of PPE and ROU assets, the forecasting process, the financial reporting
process, revenue, expenditure and inventory.
In assessing the local control environment, one reporting component determined that reliance
on controls was appropriate, procedures were designed and performed to test the operating
effectiveness of those controls at the component level focused on revenue and inventory.
In line with our original plan for testing controls at all other components, we determined that
a controls reliance approach was not feasible or elected not to adopt it after considering the
component’s risk and control profile. This did not impact our ability to conclude on these areas
at either the component or Group level.
With the involvement of our IT specialists, we have obtained an understanding of the control
environment and of the general IT controls, including an understanding of the business
processes and relevant controls within the key areas of the audit. We did not rely on the Group’s
IT controls given the varying systems across the Group and the de-centralised nature of the IT
control environment, IT user access issues and the lack of formalised documentation around IT
controls. The remaining controls are comprised of controls associated with significant risk
process, controls involving high levels of judgments and estimates, physical verification of
assets, and annual /disclosure review controls for which there is limited scope for reliance
on management control testing.
7.3. Our consideration of climate-related risks
Climate change and the transition to a low carbon economy were considered in our audit where
they have the potential to impact, directly or indirectly, key judgments and estimates within the
Group financial statements. The Group continues to develop its assessment of the potential
impacts of climate change as disclosed in the People, Environment and Communities section
of the annual report on page 19. The Group has identified sustainability, climate change and the
environment as a group risk to the business.
We performed the following procedures to address the climate-related risks:
– Held discussions with management to obtain an understanding of the process for considering
the impact of climate-related risks and controls that are relevant to the entity;
– Read and understood the work performed by the Group’s engaged third-party climate
specialists and assessed the conclusions reached for consistency with the disclosures
made in the financial statements;
– Performed a climate related risk assessment with the involvement of our specialist
Environmental, Social and Governance (“ESG”) team;
– Considered whether information included in the climate related disclosures in the Annual
Report were materially consistent with the financial statements and our knowledge obtained
in the audit; and
– Evaluated the appropriateness of disclosures included in the financial statements in note 1
on page 115.
7. AN OVERVIEW OF THE SCOPE OF OUR AUDITT
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7.4. Working with other auditors
We performed site visits to a number of our components during the year including Cleveland and
Kansas to discuss significant matters of the audit, audit procedures performed, as well as results
of work performed. The Group engagement team continued to have regular online interaction with
the Group’s largest and most complex businesses during 2025 and early 2026 with a particular
focus on components within North America. In respect of Suzhou where it is not possible to
review workpapers electronically from outside China, we had a team member attend in person
to review the component workpapers.
In addition to the above, the Group engagement partner held Group-wide, regional and individual
planning and close meetings which covered all businesses. Each division has a dedicated senior
member of the Group audit team responsible for the supervision and direction of components
audit teams, with all component teams being part of the Deloitte network of firms. We included all
component audit teams in our team briefing, discussed and reviewed their risk assessment, and
reviewed documentation of the findings from their work. We also reviewed the audit work papers
supporting each component team’s reporting to us.
8. OTHER INFORMATION
The other information comprises the information included in the annual report, other than the
financial statements and our auditor’s report thereon. The directors are responsible for the other
information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance
conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial statements or our knowledge obtained
in the course of the audit, or otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent material misstatements, we are required
to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
9. RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities statement, the directors are responsible
for the preparation of the financial statements and for being satisfied that they give a true and fair
view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and
the parent company’s ability to continue as a going concern, disclosing as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors
either intend to liquidate the Group or the parent company or to cease operations, or have no
realistic alternative but to do so.
10. AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance but is not a
guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and are considered
material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the audit of the financial statements is located
on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditor’s report.
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Irregularities, including fraud, are instances of non-compliance with laws and regulations.
We design procedures in line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud. The extent to which our procedures
are capable of detecting irregularities, including fraud is detailed below.
11.1. Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, we considered the following:
– the nature of the industry and sector, control environment and business performance including
the design of the Group’s remuneration policies, key drivers for directors’ remuneration, bonus
levels and performance targets;
– results of our enquiries of management, internal audit, the directors and the audit committee
about their own identification and assessment of the risks of irregularities, including those that
are specific to the Group’s sector;
– any matters we identified having obtained and reviewed the Group’s documentation of their
policies and procedures relating to:
– identifying, evaluating and complying with laws and regulations and whether they were aware
of any instances of non-compliance;
– detecting and responding to the risks of fraud and whether they have knowledge of any actual,
suspected or alleged fraud;
– the internal controls established to mitigate risks of fraud or non-compliance with laws
and regulations;
– our accumulated audit knowledge of the Group’s control environment from prior year audits.
This includes responding to the accounting irregularity identified in the prior year and
incorporating this into our audit plan in the current year. Furthermore, we note that no such
irregularity was identified by Deloitte or reported to us in the current year; and
– the matters discussed among the audit engagement team including significant component
audit teams and relevant internal specialists, including tax, valuations, pensions, IT, and ESG
regarding how and where fraud might occur in the financial statements and any potential
indicators of fraud.
As a result of these procedures, we considered the opportunities and incentives that may exist
within the organisation for fraud and identified the greatest potential for fraud in impairment of
goodwill within North America, classification of adjusting items, and inventory provisioning, and
revenue cut-off. In common with all audits under ISAs (UK), we are also required to perform
specific procedures to respond to the risk of management override.
We also obtained an understanding of the legal and regulatory frameworks that the Group
operates in, focusing on provisions of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the financial statements. The key laws
and regulations we considered in this context included the UK Companies Act, Listing Rules,
pensions legislation and tax legislation.
In addition, we considered provisions of other laws and regulations that do not have a direct
effect on the financial statements but compliance with which may be fundamental to the
Group’s ability to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified impairment of goodwill in North America,
classification of adjusting items and inventory provisioning as a key audit matters related to the
potential risk of fraud. The key audit matters section of our report explains the matters in more
detail and also describes the specific procedures we performed in response to those key audit
matters.
In addition to the above, our procedures to respond to risks identified included the following:
– reviewing the financial statement disclosures and testing to supporting documentation to
assess compliance with provisions of relevant laws and regulations described as having a
direct effect on the financial statements;
– enquiring of management, the audit committee and in-housel legal counsel concerning actual
and potential litigation and claims;
– performing analytical procedures to identify any unusual or unexpected relationships that
may indicate risks of material misstatement due to fraud;
– reading minutes of meetings of those charged with governance, reviewing internal audit
reports and reviewing correspondence with tax authorities;
– in addressing the risk of fraud in revenue cut off we obtained an understanding of relevant
controls over revenue cut-off, performed trend analysis over revenue recognised across period
end dates identifying and investigating outliers, evaluated the treatment of key contracts and
the appropriateness of applied revenue recognition policies and performed cut-off testing
across all in-scope components, agreeing revenue transactions to third party delivery
information; and
– in addressing the risk of fraud through management override of controls, testing the
appropriateness of journal entries and other adjustments; assessing whether the judgements
made in making accounting estimates are indicative of a potential bias; and evaluating the
business rationale of any significant transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to
all engagement team members including internal specialists and component audit teams
and remained alert to any indications of fraud or non-compliance with laws and regulations
throughout the audit.
11. EXTENT TO WHICH THE AUDIT WAS CONSIDERED CAPABLE OF DETECTING
IRREGULARITIES, INCLUDING FRAUD
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Report on other legal and regulatory requirements
12. OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion the part of the directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
– the information given in the strategic report and the directors’ report for the financial year
for which the financial statements are prepared is consistent with the financial
statements; and
– the strategic report and the directors’ report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent company and
their environment obtained in the course of the audit, we have not identified any material
misstatements in the strategic report or the directors’ report.
13. CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance Statement relating to the Group’s
compliance with the provisions of the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the
following elements of the Corporate Governance Statement is materially consistent with the
financial statements and our knowledge obtained during the audit:
– the directors’ statement with regards to the appropriateness of adopting the going concern
basis of accounting and any material uncertainties identified, set out on page, 44;
– the directors’ explanation as to its assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate page, 44;
– the directors’ statement on fair, balanced and understandable page, 98;
– the board’s confirmation that it has carried out a robust assessment of the emerging and
principal risks page, 65;
– the section of the annual report that describes the review of effectiveness of risk
management and internal control systems page, 64; and
– the section describing the work of the audit committee page, 63.
14. MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
14.1. Adequacy of explanations received and accounting records
Under the Companies Act 2006 we are required to report to you if, in our opinion:
– we have not received all the information and explanations we require for our audit; or
– adequate accounting records have not been kept by the parent company, or returns adequate
for our audit have not been received from branches not visited by us; or
– the parent company financial statements are not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures
of directors’ remuneration have not been made or the part of the directors’ remuneration report
to be audited is not in agreement with the accounting records and returns.
We have nothing to report in respect of these matters.
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15. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
15.1. Auditor tenure
Following the recommendation of the audit committee, we were appointed by the Shareholders
of the Group on 6 May 2020 at the Annual General Meeting to audit the financial statements for
the year ending 31 December 2020 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and reappointments of the firm is six
years, covering the years ending 31 December 2020 to 31 December 2025.
15.2. Consistency of the audit report with the additional report to the audit committee
Our audit opinion is consistent with the additional report to the audit committee we are required
to provide in accordance with ISAs (UK).
16. USE OF OUR REPORT
This report is made solely to the company’s members, as a body, in accordance with Chapter 3
of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state
to the company’s members those matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the company and the company’s members as a body,
for our audit work, for this report, or for the opinions we have formed.
As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule
(DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic Format
Annual Financial Report filed on the National Storage Mechanism of the FCA in accordance with
DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the
Electronic Format Annual Financial Report has been prepared in compliance with DTR 4.1.15R –
DTR 4.1.18R.
Edward Hanson (Senior statutory auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
London, United Kingdom
24 March 2026
INDEPENDENT AUDITOR’S REPORTCONTINUED
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025110

£million (unless otherwise stated) | Note | 2025 | 2024
Revenue | 3 | 4 8 1. 4 | 5 2 1 .1
Cost of sales |  | (3 7 1. 3) | (4 11. 4)
Gross profit |  | 11 0 .1 | 10 9 .7
Distribution costs |  | (1 7. 6) | (22 .9)
Administrative expenses |  | (12 0 .7) | (11 0 . 3)
Operating loss |  | (2 8. 2) | (2 3.5)
Analysed as: |  |  |
Adjusted operating profit | 3 | 3 7. 2 | 3 7.1
Restructuring costs | 6 | (15 . 2) | 0 .1
Pension restructuring costs | 6 | (1.9) | (1. 3)
Asset impairments and measurement losses | 6 | (41. 4) | (52.2)
Amortisation of intangible assets arising on business combinations | 6 | (2 . 6) | (2 .7)
Acquisition and disposal related costs | 6 | (4 . 3) | (4 . 5)
Finance income | 4 | 0.4 | 1. 6
Finance costs | 4 | (8.9) | (11 . 5)
Loss before taxation |  | (3 6 .7) | (3 3. 4)
Taxation | 7 | (13 .9) | (20. 0)
Loss for the year attributable to the owners of the Company |  | (5 0 .6) | (5 3.4)
EPS attributable to owners of the Company (pence) |  |  |
Basic | 9 | (2 8. 5) | (3 0. 2)
Diluted | 9 | (2 8. 5) | (3 0. 2)

£million | 2025 | 2023
Loss for the year | (5 0 .6) | (5 3.4)
Other comprehensive (loss)/ income for the year after tax |  |
Items that are or may be reclassified subsequently to the income statement: |  |
Exchange differences on translation of foreign operations | (12 . 2) | 2 .9
Tax on exchange differences | 1. 8 | (0. 4)
Foreign exchange gain on disposals recycled to income statement | – | (0 .6)
Gain/(loss) on hedge of net investment in foreign operations | 2.3 | (0 .8)
Gain/(loss) on cash flow hedges taken to equity less amounts recycled to the income |  |
statement | 8 .7 | (10 . 2)
Deferred tax (loss)/gain on movement in cash flow hedges | (2 . 0) | 2.4
Items that will not be reclassified to the income statement: |  |
Remeasurement of defined benefit pension schemes | 2 .8 | (2 .3)
Tax on remeasurement of defined benefit pension schemes | (1 .1) | 3 .1
Total comprehensive loss for the year attributable to the owners of the Company | (5 0 .3) | (59 .3)

CONSOLIDATED INCOME STATEMENT
for the year ended 31 December 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 December 2025
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
111TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025

£million | Note | 2025 | 2024
ASSETS |  |  |
Non-current assets |  |  |
Right-of-use assets | 11 | 7. 5 | 9.9
Property, plant and equipment | 12 | 4 4.6 | 49.3
Goodwill | 13 | 6 4.6 | 10 5 . 4
Other intangible assets | 14 | 24 .5 | 30.8
Deferred tax assets | 7 | 8.0 | 13 .1
Derivative financial instruments | 20 | 0.6 | –
Pensions | 21 | 7. 4 | 7.1
Total non-current assets |  | 1 57 .2 | 2 15 . 6
Current assets |  |  |
Inventories | 15 | 1 03.2 | 1 32. 7
Trade and other receivables | 16 | 89. 5 | 9 1. 2
Income taxes receivable |  | 3.3 | 2.9
Derivative financial instruments | 20 | 2 .1 | 0 .7
Cash and cash equivalents |  | 3 8.7 | 69.2
Total current assets |  | 236.8 | 2 9 6 .7
Total assets |  | 394 .0 | 5 12 . 3
LIABILITIES |  |  |
Current liabilities |  |  |
Borrowings | 19 | 0 .1 | 0 .1
Lease liabilities | 19, 29 | 3 .6 | 4.0
Derivative financial instruments | 20 | 0.5 | 5.4
Trade and other payables | 17 | 112 . 5 | 12 0 .0
Income taxes payable |  | 14 .9 | 13 .1
Provisions | 18 | 6.8 | 3.7
Total current liabilities |  | 13 8 . 4 | 14 6 . 3
Non-current liabilities |  |  |
Borrowings | 19 | 8 8 .9 | 14 9 . 2
Lease liabilities | 19, 29 | 10 . 8 | 13 . 3
Derivative financial instruments | 20 | 0 .1 | 2.4
Deferred tax liability | 7 | 5 .7 | 3.5

£million | Note | 2025 | 2024
Pensions | 21 | 1. 3 | 1. 5
Provisions and other non-current liabilities | 17, 18 | 1.3 | 1. 2
Total non-current liabilities |  | 10 8 .1 | 1 7 1.1
Total liabilities |  | 2 46.5 | 3 1 7. 4
Net assets |  | 14 7. 5 | 19 4 .9
EQUITY |  |  |
Share capital |  | 4 4 .7 | 4 4.5
Share premium |  | 2 5.0 | 24 .6
Translation reserve |  | 3 3.7 | 41. 8
Other reserves | 23 | 13 . 0 | 4 .0
Retained earnings |  | 3 1.1 | 80.0
Total equity |  | 1 4 7. 5 | 19 4 .9

Approved by the Board of Directors on 24 March 2026 and signed on their behalf by:
Eric Lakin Richard Webb
Director Director
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
at 31 December 2025
112 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025

| Share | Share | Translation | Other | Retained |
£million | capital | premium | Reserve | reserves | earnings | Total
At 31 December 2023 – restated 1 | 4 4.3 | 24 .0 | 4 0 .7 | 11. 9 | 14 4 . 6 | 26 5.5
Loss for the year | – | – | – | – | (5 3 .4) | (53. 4)
Other comprehensive income/(expense) |  |  |  |  |  |
Exchange differences on translation of foreign operations | – | – | 2 .9 | – | – | 2 .9
Tax on exchange differences | – | – | (0 .4) | – | – | (0 .4)
Foreign exchange gain on disposals recycled to income statement | – | – | (0.6) | – | – | (0.6)
Loss on hedge of net investment in foreign operations | – | – | (0 . 8) | – | – | (0 .8)
Loss on cash flow hedges taken to equity less amounts recycled to the income statement | – | – | – | (10 . 2) | – | (10 . 2)
Deferred tax on movement in cash flow hedges | – | – | – | 2.4 | – | 2.4
Remeasurement of defined benefit pension schemes | – | – | – | – | (2 . 3) | (2 .3)
Tax on remeasurement of defined benefit pension schemes | – | – | – | – | 3 .1 | 3 .1
Total comprehensive income/(loss) | – | – | 1 .1 | (7. 8) | (52.6) | (5 9. 3)
Transactions with owners recorded directly in equity |  |  |  |  |  |
Equity dividends paid by the Company | – | – | – | – | (12 . 2) | (12 . 2)
Share-based payments | – | – | – | 2.2 | – | 2.2
Deferred tax on share-based payments | – | – | – | (0 .2) | – | (0 .2)
New shares issued | 0.2 | 0.6 | – | – | – | 0.8
Payments to fund employee benefit trust | – | – | – | (2 .1) | – | (2 .1)
Other movements | – | – | – | – | 0.2 | 0.2
At 31 December 2024 | 4 4.5 | 24.6 | 41 .8 | 4.0 | 80.0 | 19 4 . 9
At 31 December 2024 | 4 4.5 | 2 4.6 | 41. 8 | 4.0 | 80.0 | 19 4 .9
Loss for the year | – | – | – | – | (5 0. 6) | (5 0 .6)
Other comprehensive income/(expense) |  |  |  |  |  |
Exchange differences on translation of foreign operations | – | – | (12 . 2) | – | – | (12 . 2)
Tax on exchange differences | – | – | 1. 8 | – | – | 1. 8
Gain on hedge of net investment in foreign operations | – | – | 2.3 | – | – | 2.3
Gain on cash flow hedges taken to equity less amounts recycled to the income statement | – | – | – | 8 .7 | – | 8 .7
Deferred tax on movement in cash flow hedges | – | – | – | (2 .0) | – | (2 .0)
Remeasurement of defined benefit pension schemes | – | – | – | – | 2 .8 | 2 .8
Tax on remeasurement of defined benefit pension schemes | – | – | – | – | (1 .1) | (1.1)
Total comprehensive income/(loss) | – | – | (8 .1) | 6.7 | (4 8.9) | (5 0 .3)
Transactions with owners recorded directly in equity |  |  |  |  |  |
Share-based payments | – | – | – | 2 .1 | – | 2 .1
Deferred tax on share-based payments | – | – | – | 0.3 | – | 0.3
New shares issued | 0.2 | 0.4 | – | – | – | 0.6
Payments to fund employee benefit trust | – | – | – | (0 .1) | – | (0 .1)
At 31 December 2025 | 4 4 .7 | 25.0 | 3 3.7 | 13 . 0 | 3 1.1 | 1 4 7. 5

1. 2023 balances were restated as described in note 1h of the 2024 financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
at 31 December 2025
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
113TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025

£million | Note | 2025 | 2024
Cash flows from operating activities |  |  |
Loss for the year 1 |  | (5 0 .6) | (5 3.4)
Taxation | 7 | 13 .9 | 20 .0
Net finance costs |  | 8.5 | 9.9
Restructuring costs and non-underlying asset impairments and remeasurements1 | 6 | 58.5 | 53.4
Amortisation, acquisition and disposal related costs | 6 | 6 .9 | 7. 2
Adjusted operating profit |  | 3 7. 2 | 3 7.1
Adjustments for: |  |  |
Depreciation | 11, 12 | 10.9 | 12 . 2
Amortisation of intangible assets | 14 | 1. 2 | 1. 6
Impairment of PPE and intangibles |  | 1. 0 | –
Share-based payment expense |  | 1.9 | 2.2
Scheme funded pension administration costs |  | 0.8 | 1.1
Other items |  | (0.5) | 0.2
Decrease in inventories |  | 14 . 8 | 12 . 8
Increase in receivables |  | (0 .9) | (2. 2)
Decrease in payables and provisions |  | (2 .0) | (12 .9)
Adjusted operating cash flow |  | 64 .4 | 5 2 .1
Reimbursement from pension schemes net of funding payments | 21 | 1 .1 | 9.4
Restructuring and acquisition related costs |  | ( 7. 9) | (0. 6)
Net cash generated from operations |  | 5 7. 6 | 6 0 .9
Income taxes paid |  | ( 7. 6) | (9 .7)
Net cash flow from operating activities |  | 5 0.0 | 51. 2
Cash flows from investing activities |  |  |
Purchase of property, plant and equipment | 12 | (8 .1) | (6.9)
Proceeds from sale of property, plant and equipment and government grants received |  | 0.6 | 0.5
Capitalised development expenditure | 14 | (1 .1) | (1. 8)
Purchase of other intangibles | 14 | – | (0. 5)
Proceeds from disposal of business |  | – | 17. 5
Cash with disposed businesses |  | – | (5. 3)
Net cash flow (used in)/from investing activities |  | (8 .6) | 3.5

£million | Note | 2025 | 2024
Cash flows from financing activities |  |  |
Issue of share capital | 22 | 0.6 | 0.8
Interest paid |  | (7. 7) | (10 . 6)
Repayment of borrowings |  | (5 9 .1) | (49. 2)
Proceeds from borrowings |  | – | 15 .1
Capital payment of lease liabilities |  | (3 . 8) | (4 . 2)
Payments to fund employee benefit trust | 23 | – | (2 .1)
Dividends paid by the Company | 8 | – | (12 . 2)
Net cash flow used in financing activities |  | (70.0) | (6 2. 4)
Net (decrease)/increase in cash and cash equivalents |  | (2 8 .6) | (7. 7 )
Cash and cash equivalents at beginning of year | 25 | 6 9.1 | 76.5
Exchange differences | 25 | (1.9) | 0.3
Cash and cash equivalents at end of year | 25 | 3 8.6 | 6 9 .1
Cash and cash equivalents comprise: |  |  |
Cash at bank and in hand | 25 | 3 8 .7 | 69.2
Bank overdrafts | 25 | (0 .1) | (0 .1)
Cash and cash equivalents at end of year | 25 | 3 8.6 | 6 9 .1

1. The prior year “loss for the period” and “restructuring costs and non-underlying asset impairments and remeasurements” have
been re-presented to ensure consistency with the presentation of the consolidated income statement. These revisions do not
impact any other balances or sub-totals in this primary statement.
CONSOLIDATED STATEMENT OF CASH FLOWS
at 31 December 2025
114 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
at 31 December 2025
1 Basis of preparation
a) Basis of accounting
TT Electronics Plc (“the Group”) is a public company limited by shares (company number
00087249) and is the ultimate parent company of the Group. The Group is incorporated in the
United Kingdom under the Companies Act 2006 and registered in England and Wales. The address
of the registered office is ‘TT Electronics Plc, Fourth Floor, St Andrews House, West Street, Woking,
Surrey, GU21 6EB’. The nature of the Group’s operations and its principal activities by operating
segment are set out in note 3 and in the regional reviews on pages 12 to 14. The Consolidated
Financial Statements of the Group for the year ended 31 December 2025 were authorised in
accordance with a resolution of the Directors of TT Electronics Plc on 24 March 2026.
These consolidated financial statements are presented in pounds sterling, which is also the
functional currency of the Company. Foreign operations are included in accordance with the
policies set out in note 2.
The consolidated financial statements have been prepared on a historical cost basis modified by
derivatives held at fair value. The consolidated financial statements have been prepared in
accordance with UK adopted international accounting standards in conformity with the
requirements of the Companies Act 2006. The financial statements have also been prepared in
accordance with International Financial Reporting Standards as issued by the IASB.
The financial statements set out on pages 115 to 148 have been prepared using consistent
accounting policies except for the adoption of new accounting standards and interpretations
noted below.
b) Basis of consolidation
The consolidated financial statements set out the Group’s financial position as at 31 December
2025 and the Group’s financial performance for the year ended 31 December 2025.
Subsidiaries are those enterprises controlled by the Group. Control exists when the Group is
exposed, or has rights, to variable returns from its involvement with the subsidiary and has the
ability to affect those returns through its power over the subsidiary. Subsidiaries are consolidated
from the date on which control is transferred to the Group and cease to be consolidated from the
date on which control is transferred out of the Group.
All intercompany balances and transactions, including unrealised profits arising from intra-
group transactions, have been eliminated in full. Unrealised losses are eliminated in the same
way as unrealised gains except that they are only eliminated to the extent that there is no
evidence of impairment.
c) Alternative performance measures
The Group presents Alternative Performance Measures (“APMs”) in addition to the statutory
results of the Group. These are presented in accordance with the guidelines on APMs issued by
the European Securities and Markets Authority (“ESMA”).
Adjusted operating profit has been defined as operating profit from continuing operations
excluding the impacts of significant restructuring programmes, significant one-off items including
property disposals, impairment charges significant in nature and/or value, certain one-off pension
costs, business acquisition, integration, and divestment related activity, and the amortisation of
intangible assets recognised on acquisition. Acquisition and disposal related items include the
writing off of the pre-acquisition profit element of inventory written up on acquisition, other direct
costs associated with business combinations and adjustments to contingent consideration
related to acquired businesses. Restructuring includes cost of management changes, significant
costs associated with restructuring operations and facilities, including the movement and closure
of production facilities. Costs associated with restructuring, acquisitions and disposals are
uncertain with regard to their timing and size and therefore their inclusion within operating profit
could mislead the reader of these accounts. Adjusted operating profit is not a defined term under
IFRS and may not be comparable with similarly titled profit measures reported by other
companies. It is not intended to be a substitute for, or superior to, GAAP measures. All APMs relate
to the current year results and comparative years where provided.
In addition to the items above, adjusting items impacting profit after tax include:
– The net effect on tax of significant restructuring from strategy changes that are not considered
by the Group to be part of the normal operating costs of the business;
– The write off of deferred tax assets in North America; and
– The tax effects of adjustments to profit before tax.
These APMs have been selected by the Directors to assist them in making operating decisions
because they represent the underlying operating performance of the Group and facilitate internal
comparisons of performance over time.
Alongside the statutory results, the Directors consider the adjusted results to be an important
measure used to monitor how the businesses are performing as this provides a meaningful
reflection of how the businesses are managed and measured on a day-to-day basis and achieves
consistency and comparability between reporting periods.
These APMs exclude certain significant non-recurring, infrequent or non-cash items that the
Directors do not believe are indicative of the underlying operating performance of the Group (that
are otherwise included when preparing financial measures under IFRS).
All APMs are presented on pages 155 to 159 and are reconciled to their equivalent statutory
measures where this is appropriate.
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
115TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
1 Basis of preparation continued
d) Going concern
The Group’s business activities, along with the factors likely to influence its future development,
performance, and position, are detailed in the Strategic Report on pages IFC to 44. This report
provides an analysis of the Group’s financial position, cash flows, liquidity, and borrowing facilities.
Additionally, note 20 to the financial statements outlines the Group’s objectives, policies, and
processes for capital management, financial risk management strategies, financial instruments,
hedging activities, and exposures to credit and liquidity risks.
Following a challenging year for the Group in 2024, 2025 has been a year of transition with
improved operational performance, particularly in the second half. There was strong performance
in Europe, driven by continued momentum in Aerospace & Defence. Whilst challenging market
conditions have persisted in North America and Asia, actions were taken during 2025 and are
expected to support improved performance as market conditions stabilise. Production at the
Plano site ceased at the end of the year as planned and the Group has seen continued
improvement at the Cleveland facility. Cash generation continues to be strong, with full year cash
conversion at 150%, reducing the level of net debt, excluding lease liabilities, to £50.3 million (2024:
£80.1 million). The Group enters 2026 with strengthened operational discipline and is anticipating
structural growth in our end markets. The Group has begun implementing a targeted cost
reduction programme to support a leaner operating model to deliver annualised savings.
Financing
At 31 December 2025 the Group’s financial position was strong with access to total borrowing
facilities of £265.3 million comprising:
– A £162.4 million committed revolving credit facility (“RCF”), signed in June 2022 and maturing
in June 2027. The RCF operates on a floating rate basis tied to GBP SONIA, USD SOFR, or
EURIBOR, depending on the loan currency. As at 31 December 2025, £14.5 million of the
available £162.4 million RCF facility had been drawn down. In March 2026 the Group signed
an Amend & Extend agreement which extends the RCF maturity to June 2028 and reduces
the facility size to £105.0 million.
– A £75.0 million fixed-rate loan issued in December 2021 to three institutional investors, evenly
split between 7- and 10-year maturities, with an average interest rate of 3.65 per cent; and
– £27.9 million in uncommitted facilities (being overdraft lines and an accordion facility of
£17.6 million).
Of these total facilities, the Group had drawn down on £89.5 million as at 31 December 2025
and £85.5 million as at 23 March 2026.
There are no required repayments of principal amounts on any financing prior to the revised RCF
maturity in 2028. Whilst drawdowns on existing facilities are required within the going concern
review period, none of the Company’s forecast models show any requirement for any additional
financing beyond the existing committed facilities.
Financial Covenants
The Group’s key financing facilities, the RCF and the fixed rate loans have the same financial
covenant metrics relating to debt and interest cover which measures EBITDA against net debt and
net interest. The loan agreements set these at a maximum debt cover of 3.0 times and a minimum
interest cover of 4.0 times. All covenants are measured on a last twelve months basis. Following
the negotiations to extend the RCF facility, covenant measures remain unchanged.
As of 31 December 2025 the calculated ratios for the financial covenants as defined in the loan
agreements were as follows:
– Leverage ratio of 1.1 times; and
– Interest cover of 5.6 times
Forecasts and covenant compliance
The Group has prepared and reviewed detailed cash flow forecasts for the period through until
30 June 2027. These forecasts take into account the Group’s financial position and potential
impacts of principal risks on different divisions.
Key assumptions in the Group’s financial projections for this period include revenue growth,
operating profit growth and working capital projections. The Board considers the Company’s base
case scenario to be an appropriate base case for the going concern assessment. Under this base
case scenario, the Group retains sufficient liquidity and covenant headroom throughout the
forecast period, with both interest cover and leverage expected to remain well within covenant
limits.
The Group’s financial projections have been stress-tested against “business as usual” risks (such
as profit fluctuations, supply chain pressures, and working capital variances) as well as principal
risks, including IT systems and information, resilience and recovery, general revenue reduction,
geopolitical and research and development. These risks were analysed both individually and
collectively, assuming that all adversely impact EBITDA in all periods. Under the stress tested
modelling, the liquidity headroom within the group remains adequate throughout the forecast
period. Financial covenants continue to be in compliance under the stress tested model and
management have a number of mitigating actions which could be undertaken if required.
This severe downside scenario reduces EBITDA by £6.9 million, £10.8 million and £10.6 million for
the six months to 30 June 2026, year ended 31 December 2026 and 12 months to 30 June 2027,
respectively. At these levels of EBITDA reduction, the modelling shows that the Group continues to
meet the financial covenants and therefore the modelling shows that severe downside scenario
passing the financial covenants.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
116 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
1 Basis of preparation continued
In addition to the stress tests described above the Group’s stress test scenario has been
sensitised for supply chain challenges and capacity constraints which shows a reduction in
revenue and operating profit compared to the latest forecast. Despite this further reduction these
projections show that the Group should remain within its facilities headroom and within bank
covenants for the twelve months following the approval of these financial statements. A “reverse”
stress-test was also modelled to understand the conditions which could jeopardise the ability of
the Group to continue as a going concern including assessing against covenant testing and facility
headroom. The stress testing also considered mitigating actions which the Group could put in
place. Mitigating actions included limiting capital expenditure and reducing controllable costs
including items such as discretionary bonuses and pay rises. The reverse stress test is deemed
to have a remote likelihood.
The Group’s wide geographical and sector diversification helps minimise the risk of serious
business interruption or catastrophic reputational damage. Furthermore, the business model is
structured so that the Group is not overly reliant on any single customer, market or geography.
In the prior year, the Directors identified and disclosed a material uncertainty over going concern.
This material uncertainty arose in part due to emerging geopolitical and macroeconomic risks,
including uncertainty from the proposed US tariff regime. These risks were fast moving at the date
of signing the 2024 financial statements with an elevated prospect of a global recession and
stress in the debt market.
During 2025 the tariff position has settled with greater certainty over the potential impact on the
Group. The Group’s geographical diversification and customer spread mean that the direct impact
of tariffs is limited and can be mitigated through management action (for example transfer of
production between sites). The Group has been successful in reducing its level of borrowings
(see above) and now has significant headroom over covenant limits throughout the forecast
period. The Group also made significant operational progress with improvements in the previously
underperforming Cleveland site and ceasing production at the unprofitable Plano site improving
forecast confidence. The result of these developments during the year, along with forecast
downside and stress testing, have informed the Directors’ assessment that there are no material
uncertainties in relation to going concern at the date of signing the 2025 financial statements.
The Directors have assessed the future funding requirements of the Group with due regard to
the risks and uncertainties to which the Group is exposed and compared them with the level of
available borrowing facilities and are satisfied that the Group has adequate resources for at least
twelve months from the date of signing. Accordingly, the financial statements have been prepared
on a going concern basis.
e) New and revised standards and interpretations adopted, not yet adopted and those in issue
but not yet effective
New and revised standards and interpretations adopted during the year:
At the date of authorisation of these financial statements the Group has considered the following
revised standards or interpretations, however they were deemed not to have a material effect on
the financial statements:
– Amendments to IAS 21 – Lack of Exchangeability (issued August 2023, effective 1 January
2025 )
The Group has applied this amendment for the first time in the year ended 31 December 2025.
This amendment specifies how an entity should assess whether a currency is exchangeable and
the exchange rate to use when it is not. Adoption of the amendments did not have a material effect
on the Group’s financial position, performance or cash flows.
New and revised IFRS Standards in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not applied the following
new and revised IFRS Standards that have been issued but are not yet effective:
– Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of
Financial Instruments (issued May 2024, effective 1 January 2026)
– Amendments to IFRS 9 and IFRS 7 – Amendments to Contracts Referencing Nature-Dependent
Electricity (issued May 2024, effective 1 January 2026)
– Annual Improvements to IFRS Accounting Standards – Volume 11 (issued July 2024, effective
1 January 2026)
– IFRS 18 Presentation and Disclosure in Financial Statements (issued April 2024, effective
1 January 2027)
– IFRS 19 Subsidiaries without Public Accountability: Disclosures (issued May 2024, effective
1 January 2027)
The Group is currently assessing the impact of IFRS 18, which becomes effective for annual
reporting periods beginning on or after 1 January 2027.
IFRS 18 does not change the recognition or measurement of items in the financial statements
but introduces revised presentation and disclosure requirements, particularly for the consolidated
income statement and consolidated statement of cash flows. The standard requires income and
expenses to be classified into the following categories – operating, investing, financing, income
taxes and discontinued activities – and mandates presentation of specified subtotals, including
operating profit or loss and profit or loss before financing and income tax.
Under IFRS 18, interest income and certain other financial income will be presented within cash
flows from investing activities in the statement of cash flows.
The Group does not consider that any other standard, amendment or interpretation issued
by the IASB, but not yet applicable, will have a significant impact on the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
117TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
1 Basis of preparation continued
f) Change in accounting policies
Adoption of new and amendments to published standards and interpretations effective for the
Group for the year ended 31 December 2025 did not have any material impact on the financial
position or performance of the Group.
g) Critical accounting judgements and key sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in note 2, the Directors
are required to make judgements, estimates and assumptions about the carrying amounts of
assets and liabilities that are not readily apparent from other sources.
The estimates and associated assumptions are based on historical experiences and other factors
that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to
accounting estimates are recognised in the period in which the estimate is revised if the revision
affects only that period, or in the period of revision and future periods if the revision affects both
current and future periods.
The Directors have assessed that there is currently no material impact arising from climate
change on the judgements and estimates determining the valuations within the financial
statements. In particular, the Group considered the impact of climate change in respect of going
concern and viability of the Group over the next three years, forecast cash flows for the purposes
of impairment assessments of non-current assets and the useful lives of certain assets. Whilst
there is currently little short to medium-term impact expected from climate change, the Directors
are aware of the changing nature of risks associated with climate change and will regularly assess
these risks against judgements and estimates made in preparation of the Group’s Consolidated
Financial Statements.
Critical judgements
In the course of preparing the Financial Statements, critical judgements within the scope
of paragraph 122 of IAS 1: “Presentation of Financial Statements” were made during the process
of applying the Group’s accounting policies. These are outlined below.
Adjusting items
Judgements were required as to whether items were disclosed as adjusting, with consideration
given to both quantitative and qualitative factors. Further information about the determination
of adjusting items in the year ended 31 December 2025 is included in note 1c.
Key sources of estimation uncertainty
Assumptions concerning the future and other key sources of estimation uncertainty at the
balance sheet date, that may have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are discussed below.
– Note 7 – Taxation provisions. Provisions for tax contingencies require management to make
judgements and estimates in relation to tax authority audits and exposures. Amounts accrued
are based on management’s interpretation of country-specific tax law and the likelihood of
settlement. Tax benefits are not recognised unless the tax positions are probable of being
sustained. Once considered to be probable, management reviews each material tax benefit to
assess whether a provision should be taken against full recognition of the benefit on the basis
of potential settlement through negotiation and/or litigation. These amounts are expected to be
utilised or to reverse as tax audits occur or as the statute of limitations is reached in the
respective countries concerned. The Group’s current tax liability at 31 December 2025 includes
tax provisions of £12.2 million (2024: £10.4 million). The Group believes the range of reasonable
possible outcomes in respect of these exposures is tax liabilities of up to £16.0 million (2024:
£13.9 million).
– Note 7 – Deferred tax assets. Under IAS 12 a deferred tax asset can only be recognised if it is
considered probable that the business will achieve a net taxable profit in the near future to utilise
the deferred tax asset. Management determined that the five-year forward looking strategic
plan does not support full recovery of all deferred tax assets within the US, in the North America
segment.
As a result, the Group derecognised deferred tax assets of £2.7 million (2024: £16.0 million),
and did not recognise a deferred tax asset in respect of current year losses, leaving deferred tax
assets of £7.6 million (2024: £9.2 million) which offset against the US deferred tax liabilities. The
charge was recognised in items excluded from adjusted profit after tax (note 6). Should recovery
of these US deferred tax assets become probable this would cause the Group to recognise up
to an additional £18.7 million (2024: £16.0 million) of deferred tax assets and a credit would be
recognised in items excluded from adjusted profit. A further £7.9 million of deferred tax assets in
respect of current year losses could also be recognised.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
118 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
1 Basis of preparation continued
– Note 12 – Property, plant and equipment. Determining whether assets are impaired requires an
estimation of the value in use of the entities within the Group. Impairment calculations require
an estimation of the future cash flows to be generated from those assets. Future cash flows are
a key source of estimation uncertainty and are derived from other estimates including a suitable
discount rate to calculate the present value.
During the year, property, plant and equipment at one North American site was impaired by
£0.8 million which was recognised in items excluded from adjusted operating profit. This site,
which holds property, plant and equipment with a net book value of £6.5 million, is currently loss
making and, if it does not return to profitability there would be a further impairment up to the
residual value of the asset. A 15 per cent decrease in the estimated future cashflow at this site
would result in an additional impairment of £1.0 million. A 12 per cent increase in future
cashflows would have resulted in no impairment at the site. Should the site see an increase
in cash flows in the future, the impairment will be reversed.
2 Summary of material accounting policies
The following material accounting policies have been applied in the preparation of the
consolidated financial statements. These accounting policies have been consistently applied
across the Group.
a) Revenue
Revenue is measured at the fair value of the right to consideration, usually the invoiced value, for
the provision of goods to external customers excluding value added tax and other sales related
taxes and is recognised when the customer obtains control of goods for revenues which are not
recognised over time. In most cases this is at the point in time of transfer of legal title of the goods;
terms vary by customer, but the two most common arrangements are at the time of dispatch and
at the time of delivery. Where revenue is recognised over time this is usually recognised with
regards to completion of performance obligation milestones, however, for some contracts this is
recognised with regard to the number of manufacturing hours completed with reference to the
total expected manufacturing hours. For sales to customers where a right to return an item is
granted, revenue is recognised to the extent of the consideration to which the Group ultimately
expects to be entitled (i.e. revenue is not recognised for goods expected to be returned). Where
a service warranty is provided to customers, the associated revenue, based upon an allocation
of the overall cost of performance, is recognised over the warranty period. Payment terms
typically range from 30 to 120 days.
b) Finance income
Finance income comprises interest income on cash balances, the calculated interest income on
pensions assets for schemes which are in surplus and net foreign exchange gains or losses on
cash balances and loans receivables. Interest income is recognised using the effective interest
rate. Net foreign exchange gains or losses on other monetary assets or liabilities are recognised
either within other income or cost of sales, depending on what the underlying monetary asset
or liability relates to.
c) Finance costs
Finance costs comprise interest expense on borrowings which are not capitalised under the
borrowing costs policy, the calculated interest expense on pension liabilities for schemes which
are in deficit, the interest costs on lease liabilities and net foreign exchange gains or losses on
external loans. Net foreign exchange gains or losses on other monetary assets or liabilities are
recognised either within other income or cost of sales, depending on what the underlying
monetary asset or liability relates to.
d) Dividends
Dividends are recognised as a liability in the period in which they are approved by shareholders.
Dividends receivable are recognised when the Group’s right to receive payment is established.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
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2 Summary of material accounting policies continued
e) Business combinations
Business combinations are accounted for using the acquisition method. Goodwill on business
combinations is recognised as the fair value of the consideration, including the full cost of any
derivative financial instruments used to hedge this item, less the fair value of the identifiable
assets and liabilities acquired and is recognised as an asset in the consolidated balance sheet.
Costs directly attributable to business combinations are recognised as an expense within the
income statement as incurred.
Acquisitions and disposals of non-controlling interests that do not result in a change of control are
accounted for as transactions with owners in their capacity as owners and therefore no goodwill
is recognised as a result of such transactions. The adjustments to non-controlling interests are
based on a proportionate amount of the net assets of the subsidiary. Any difference between the
price paid or received and the amount by which non-controlling interests are adjusted is
recognised directly in equity and attributed to the owners of the parent.
If the initial accounting for a business combination is incomplete by the end of the reporting period
in which the combination occurs, the Group reports provisional amounts for the items for which
the accounting is incomplete. Those provisional amounts are adjusted during the measurement
period (which is no longer than 12 months from the acquisition date), or additional assets or
liabilities are recognised, to reflect new information obtained about facts and circumstances that
existed as of the acquisition date that, if known, would have affected the amounts recognised
as of that date.
f) Property, plant and equipment
Initial measurement
Property, plant and equipment is stated at cost less accumulated depreciation and impairment
losses. The cost of a tangible fixed asset comprises its purchase price and any costs directly
attributable to bringing it into working condition for its intended use. The cost of self constructed
assets includes the cost of materials, direct labour and an appropriate proportion of production
overheads.
Depreciation
The cost of each item of property, plant and equipment is depreciated over its useful life.
Depreciation is charged to the income statement so as to write off the cost less estimated residual
value on a straight-line basis over the estimated useful life of the asset. Depreciation commences
on the date the assets are ready for use within the business and the asset carrying values are
reviewed for impairment when there is an indication that they may be impaired. Freehold land
is not depreciated.
The depreciation rates of assets are as follows:
Freehold buildings 50 years
Leasehold building improvements 50 years (or over the period of the lease, if shorter)
Plant and equipment 3 to 10 years
Borrowing costs directly attributable to the acquisition, construction or production of qualifying
assets that take a substantial period of time to get ready for their intended use are capitalised as
part of the cost of the respective asset.
g) Leases
The Group applies IFRS 16 ‘Leases’ and recognises right-of-use assets and lease liabilities for
most leases (unless the lease term is 12 months or less or the underlying asset has a low value).
The Group recognises a lease liability at the lease commencement date, measured as the present
value of the future lease payments, discounted at the incremental borrowing rate. A corresponding
right-of-use asset is recognised separately on the face of the consolidated balance sheet, net of
accumulated depreciation and impairment losses.
The Group has applied judgement to determine the lease term for contracts that include renewal
options. The assessment of whether the exercise of such options is reasonably certain impacts
the lease term, which affects the amount of lease liability and right-of-use asset recognised.
h) Government grants
Government grants relating to non-current assets are treated as deferred income and credited to
the income statement by equal instalments over the anticipated useful lives of the assets to which
the grants relate. Other grants are credited to the income statement over the period of the project
to which they relate.
i) Goodwill
Goodwill arising on the acquisition of a business, representing the difference between the cost
of acquisition and the fair value of the identifiable net assets acquired, is capitalised and is tested
annually for impairment. Goodwill is not amortised, and any impairment losses are not
subsequently reversed. On the subsequent disposal or discontinuance of a previously acquired
business, the relevant goodwill is included in the gain or loss on disposal within the consolidated
income statement except to the extent it has been previously impaired.
Negative goodwill arising on the acquisition of a business is credited to the consolidated income
statement on acquisition as part of acquisition costs reported outside adjusted profit.
Cash-generating units to which goodwill has been allocated are tested for impairment annually, or
more frequently when there is an indication that the unit may be impaired. If the recoverable
amount of the cash-generating unit is less than the carrying amount of the unit, the impairment
loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then
to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the
unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
120 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
2 Summary of material accounting policies continued
j) Other intangible assets
Intangible assets acquired as part of a business combination are stated in the balance sheet
at their fair value at the date of acquisition less accumulated amortisation.
Expenditure on research activities undertaken with the prospect of gaining new scientific or
technical knowledge and understanding is recognised in the income statement as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design
for the production of new or substantially improved products and processes, is capitalised if the
product or process is technically and commercially feasible and the Group has sufficient
resources to complete development. The expenditure capitalised includes the cost of materials,
direct labour and an appropriate proportion of overheads. Other development expenditure is
recognised in the income statement as incurred. Capitalised development expenditure is stated
at cost less accumulated amortisation and impairment losses. The carrying values of intangible
assets are tested for impairment whenever there is an indication that they may be impaired.
Customer relationships and contracts are valued on the basis of the net present value of the future
additional cash flows arising from customer relationships with appropriate allowance for attrition
of customers.
Acquired computer software licences for use within the Group are capitalised as an intangible
asset on the basis of the costs incurred to acquire and bring to use the specific software. Costs
that are directly associated with the implementation of identifiable and unique software products
controlled by the Group and that will probably generate economic benefits exceeding costs
beyond one year, are recognised as intangible assets. Capitalised software development
expenditure is stated at cost less accumulated amortisation.
The amortisation rates for intangible assets are:
Acquired patents and licences up to 10 years
Product development costs 5 years
Customer relationships 3 to 22 years
Order backlog up to 2 years
Software 3 to 5 years
Amortisation is charged on a straight-line basis.
k) Deferred taxation
Deferred taxation is provided on taxable temporary differences between the carrying amounts
of assets and liabilities in the financial statements and their corresponding tax bases. No provision
is made for deferred tax which would become payable on the distribution of retained profits by
overseas subsidiaries where the timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax is measured using the tax rates expected to apply when the asset is realised, or the
liability settled based on tax rates enacted or substantively enacted by the balance sheet date.
However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial
recognition of an asset or liability unless the related transaction is a business combination or
affects tax or accounting profit.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits
will be available against which the asset can be utilised or that they will reverse. Deferred tax
assets are reduced to the extent that it is no longer probable that the related tax benefit will be
realised.
Deferred tax assets and liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and
the same taxation authority.
l) Inventories
Inventories are valued at the lower of cost, including related overheads, and net realisable value.
Cost comprises direct materials and, where applicable, direct labour costs and the overheads
incurred in bringing inventories to their present location and condition. Cost is calculated on a
weighted average cost basis. Net realisable value is based on estimated selling price less costs
expected to be incurred to completion and disposal. Provisions are made for obsolescence or
other expected losses where necessary.
m) Financial instruments
Recognition
The Group recognises financial assets and liabilities on its balance sheet when it becomes a party
to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amount is reported in the balance sheet when
there is a legally enforceable right to set off the recognised amounts and there is an intention to
settle on a net basis, or realise the asset and settle the liability simultaneously.
Measurement
When financial assets and liabilities are initially recognised, they are measured at fair value being
the consideration given or received plus (or minus) directly attributable transaction costs.
Trade receivables are recognised at transaction price (i.e. original invoice price) and subsequently
measured at amortised cost less provision made for loss allowance of these receivables based
upon the expected credit loss model (simplified model). All trade receivables are held to collect
contractual cash flows within a business model and meet the ‘Solely Payments of Principal and
Interest’ (SPPI) test.
Trade payables are carried at the amounts expected to be paid to counterparties and are held at
amortised cost.
Borrowings are initially recognised at the fair value of the consideration received less directly
attributable transaction costs. After initial recognition, borrowings are subsequently measured
at amortised cost using the effective interest method.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
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2 Summary of material accounting policies continued
Cash and cash equivalents comprise cash at bank and in hand, short-term deposits held on call
or with maturities of less than three months at inception, and highly liquid investments that are
readily convertible into known amounts of cash and are subject to insignificant risk of changes
in value. Within the cashflow statement this definition also includes bank overdrafts that are
repayable on demand and form an integral part of the Group’s cash management. Cash and cash
equivalents are initially recognised at fair value and subsequently are measured at amortised cost
because they meet the SPPI test.
In determining estimated fair value, investments are valued at quoted bid prices on the trade date.
Derivatives and hedge accounting
The Group uses derivative financial instruments such as forward foreign exchange contracts and
interest rate derivatives to hedge risks associated with foreign exchange fluctuations and interest
rate risk. These are designated as cash flow hedges (CFH). At the inception of the hedge
relationship, the Group documents the relationship between the hedging instrument and the
hedged item, along with its risk management objectives and its strategy for undertaking various
hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the
Group documents whether the hedging instrument that is used in a hedging relationship is highly
effective in offsetting changes in cash flows of the hedged item.
The effective portion of changes in the fair value of derivatives that are designated and qualify
as cash flow hedges are deferred in equity. The gain or loss relating to the ineffective portion is
recognised immediately in the income statement.
Amounts deferred in equity are reclassified to the income statement in the periods when the
hedged item is recognised in the income statement, in the same line of the income statement
as the recognised hedged item.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated,
or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss deferred in
equity at that time remains in equity and is recognised when the forecast transaction is ultimately
recognised in the income statement. When a forecast transaction is no longer expected to occur,
the cumulative gain or loss that was deferred in equity is recognised immediately in the income
statement.
When hedging the foreign currency risk on a forecast business combination, the Group includes
the accumulated gains or losses on hedging instruments within goodwill as a ‘basis adjustment’.
Derecognition
A financial asset is derecognised when the Group loses control over the contractual rights that
comprise that asset. This occurs when the rights are realised, expire or are surrendered. A financial
liability is derecognised when it is extinguished. Originated loans and receivables are derecognised
on the date they are transferred by the Group.
Impairment of financial assets – other financial assets
At each reporting date the Group assesses credit risk by considering reasonable and supportable
information that may indicate increases in credit risk. Indicators that an asset carries a higher
credit risk compared to that at inception or that an asset is credit-impaired would include
observable data in relation to the financial health of the debtor: significant financial difficulty of
the issuer or the debtor; the debtor breaching contract; it being probable that the debtor will enter
bankruptcy or financial reorganisation.
The amount of credit risk provision is the difference between the original carrying amount and the
recoverable amount, being the present value of expected cash flows receivable (discounted using
the original effective interest rate). The amount of the provision is recognised in the income
statement within administrative expenses.
Financial assets are written off when there is evidence indicating that the debtor is in severe
financial difficulty and the Group has no realistic prospect of recovery. Receivables written off
are still subject to enforcement activity and pursued by the Group.
n) Income tax
Income tax for the year comprises current and deferred tax. Income tax is recognised in the
income statement except to the extent that it relates to items charged or credited directly to equity,
in which case it is recognised in equity. Current tax expense is the expected tax payable on the
taxable income for the year and any adjustment to tax payable in respect of previous years.
o) Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) because
of a past event, it is probable that an outflow of resources will be required to settle the obligation
and a reliable estimate can be made of the amount. If the effect of the time value of money is
material, provisions are determined by discounting the expected future cash flows at a pre-tax rate
that reflects current market assessments of the time value of money and, where appropriate, the
risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
p) Employee benefits
The Group operates defined benefit post-retirement benefit schemes and defined contribution
pension schemes.
Defined contribution plans
A defined contribution plan is a post-employment benefit plan under which an entity pays fixed
contributions into a separate entity and will have no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined contribution pension plans are recognised in the
income statement in the periods during which services are rendered by employees.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
122 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
2 Summary of material accounting policies continued
Defined benefit plans
The net liability recognised in the balance sheet for defined benefit schemes is the present value
of the schemes’ liabilities less the fair value of the schemes’ assets. The operating and financing
costs of defined benefit schemes are recognised separately in the income statement.
Operating costs comprise the current service cost, any gains or losses on settlement or
curtailments, and past service costs. Net interest income and expense on net defined benefit
assets and liabilities is determined by applying discount rates used to measure defined benefit
obligations at the beginning of the year to net defined benefit assets and liabilities at the beginning
of the year and is included in finance income and costs. Remeasurements arising from defined
benefit plans comprise actuarial gains and losses, the return on plan assets (excluding interest)
and the effect of the asset ceiling (if any, excluding interest).
The Group recognises remeasurements immediately in other comprehensive income and all other
expenses related to defined benefit plans in employee benefit expenses in profit or loss. Surpluses
are recognised where, on wind-up, the Group has unconditional right to any surplus and Trustees
do not have unilateral power to alter members’ benefits.
Termination benefits
Termination benefits are recognised as an expense when the Group is committed demonstrably,
without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment
before the normal retirement date, or to provide termination benefits as a result of an offer made to
encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised
as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer
will be accepted, and the number of acceptances can be estimated reliably.
Short-term employee benefits
Short-term employee benefit obligations are measured on an undiscounted basis and are
expensed as the related service is provided. A liability is recognised for the amount expected to be
paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or
constructive obligation to pay this amount as a result of past service provided by the employee,
and the obligation can be estimated reliably.
Share-based payments
Certain employees of the Group receive part of their remuneration in the form of share-based
payment transactions, whereby employees render services in exchange for shares or rights over
shares (equity-settled transactions). The cost of equity-settled transactions with employees is
measured at fair value at the date at which they are granted. The fair value of share awards with
market-related vesting conditions is determined by an external consultant and the fair value at the
grant date is expensed on a straight-line basis over the vesting period based on the Group’s
estimate of shares that will eventually vest. The estimate of the number of awards likely to vest is
reviewed at each balance sheet date up to the vesting date at which point the estimate is adjusted
to reflect the actual outcome of awards which have vested. No adjustment is made to the fair
value after the vesting date even if the awards are forfeited or not exercised.
q) Own shares
Own equity instruments which are re-acquired (own shares) are recognised at cost and deducted
from equity. No gain or loss is recognised in the income statement on the purchase, sale, issue
or cancellation of the Group’s own equity instruments. Any difference between the carrying
amount and the consideration paid to acquire such equity instruments is recognised within
retained earnings.
r) Foreign currency translation
The functional currency for each entity in the Group is determined with reference to the currency
of the primary economic environment in which it operates. Transactions in currencies other than
the functional currency are initially recorded at the functional currency rate ruling at the date of the
transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at
the rate of exchange ruling at the balance sheet date. Exchange gains and losses on settlement of
foreign currency transactions translated at the rate prevailing at the date of the transactions, or the
translation of monetary assets and liabilities at period end exchange rates, are taken to the income
statement. Non monetary assets and liabilities denominated in foreign currencies that are stated
at historical cost are translated to the functional currency at the foreign exchange rate ruling at the
date of the transaction.
On consolidation, income statements of subsidiaries are translated into sterling at average rates
of exchange. Balance sheet items are translated into sterling at period end exchange rates.
Exchange differences on the retranslation are taken to equity. Exchange differences on foreign
currency borrowings financing those net investments (which are designated as net investment
hedges) and exchange differences on intercompany loans which will not be repaid in the
foreseeable future (which are treated as quasi equity) are also recorded within equity and are
reported in the statement of comprehensive income. All other exchange differences are charged
or credited to the income statement in the year in which they arise. On disposal of an overseas
subsidiary any cumulative exchange movements relating to that subsidiary held in the translation
reserve are transferred to the consolidated income statement.
All currencies used within the Group are freely and immediately exchangeable for other currencies.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
123TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
2 Summary of material accounting policies continued
s) Impairment of non-financial assets
Property, plant and equipment and intangible assets (excluding goodwill) carrying amounts are
reviewed at each reporting date to determine whether there is any indication of impairment. If any
such indication exists, the recoverable amount of the asset is estimated. Recoverable amount is
the higher of fair value less costs of disposal and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate.
Assets that do not generate largely independent cash flows are assessed based on the CGU to
which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less
than its carrying amount, an impairment loss is recognised in the income statement.
3 Segmental reporting
The Group is organised into three regions, as shown below. Each of these regions represents an
operating segment in accordance with IFRS 8 ‘Operating segments’ and there is no aggregation of
segments. The chief operating decision maker is the Chief Executive Officer. The operating
segments are:
– Europe – the Europe segment encompasses all the Group’s European operations comprising
the manufacturing sites in Sheffield, Bedlington, Manchester, Barnstaple, Nottingham,
Abercynon, Fairford and Eastleigh as well as the European sales offices. The regional segment
is supported by a leadership team who have functional responsibilities that span the individual
entities within the business;
– North America – the North America segment encompasses all the Group’s North American
operations comprising Juarez, Mexicali, Dallas, Minneapolis, Kansas, Denver, Cleveland and
Boston. The regional segment is supported by a leadership team who have functional
responsibilities that span the individual entities within the business;
– Asia – the Asia segment encompasses all the Group’s Asian operations comprising the
manufacturing sites in Suzhou and Kuantan and the Singapore sales office. The regional
segment is supported by a leadership team who have functional responsibilities that span the
individual entities within the business.
The key performance measure of the operating segments is adjusted operating profit. Refer to the
section titled ‘Reconciliation of KPIs and non-IFRS Measures’ for a definition of adjusted operating
profit.
Corporate costs – Resources and costs of the head office managed centrally but deployed in
support of the operating units are allocated to segments based on a combination of revenue and
adjusted operating profit.
Resources and costs of the head office which are not related to the operating activities of the
trading units are not allocated to regions and are separately disclosed, equivalent to the segment
disclosure information, so that reporting is consistent with the format that is used for review by the
chief operating decision maker. This gives greater transparency of the adjusted operating profits
for each segment. Adjusting items are not allocated to segments for reporting purposes. For
further discussion of these items see note 6.
The accounting policies of the reportable segments are the same as the Group’s accounting policies.
Group financing (including finance costs and finance income) and income taxes are managed on
a Group basis and are not allocated to operating segments. Goodwill is allocated to the segments
which comprise groups of cash generating units as this is the level at which goodwill is monitored.
a) Income statement information

|  |  |  |  |  | 2025
|  |  |  | Total |  |
|  | North |  | Operating |  |
£million | Europe | America | Asia | Segments | Central | Total
Sales to external customers | 144.4 | 173.1 | 163.9 | 481.4 | – | 481.4
Adjusted operating profit | 22.1 | 1.2 | 21.6 | 44.9 | ( 7.7) | 37.2
Add back: adjustments made to operating profit (note 6) 1 | – | (17.3) | – | (17.3) | (48.1) | (65.4)
Operating profit/(loss) | 22.1 | (16.1) | 21.6 | 27.6 | (55.8) | (28.2)
Net finance costs |  |  |  |  |  | (8.5)
Loss before taxation |  |  |  |  |  | (36.7)

|  |  |  |  |  | 2024
|  |  |  | Total |  |
|  | North |  | Operating |  |
£million | Europe | America | Asia | Segments | Central | Total
Sales to external customers | 146.3 | 184.4 | 190.4 | 521.1 | – | 521.1
Adjusted operating profit | 18.9 | (2.7) | 28.5 | 44.7 | (7.6) | 37.1
Add back: adjustments made to operating profit (note 6) | – | (15.4) | – | (15.4) | (45.2) | (60.6)
Operating profit/(loss) | 18.9 | (18.1) | 28.5 | 29.3 | (52.8) | (23.5)
Net finance costs |  |  |  |  |  | (9.9)
Loss before taxation |  |  |  |  |  | (33.4)

1. Adjustments made to Central operating profit include £37.2 million of goodwill relating to the North America segment as all goodwill
is held centrally on consolidation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
124 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
3 Segmental reporting continued
b) Segment assets and liabilities

|  | Assets |  | Liabilities
£million | 2025 | 2024 | 2025 | 2024
Europe | 143.4 | 148.2 | 38.1 | 37.4
North America | 110.0 | 178.3 | 47.1 | 42.6
Asia | 77.5 | 86.7 | 38.7 | 58.6
Segment assets and liabilities | 330.9 | 413.2 | 123.9 | 138.6
Pensions | 7.4 | 7.1 | 1.3 | 1.5
Unallocated | 55.7 | 92.0 | 121.3 | 177.3
Total assets/liabilities | 394.0 | 512.3 | 246.5 | 317.4

Unallocated assets of £55.7 million (2024: £92.0 million) comprise deferred tax assets of £8.0
million (2024: £13.1 million), cash and cash equivalents of £38.7 million (2024: £69.2 million),
income tax receivable of £3.3 million (2024: £2.9 million), and assets associated with the central
corporate function of £5.7 million (2024: £6.8 million).
Unallocated liabilities of £121.3 million (2024: £177.3 million) comprise borrowings (excluding
leases and overdrafts) of £88.9 million (2024: £149.2 million), overdrafts of £0.1 million (2024: £0.1
million), deferred tax liability of £5.7 million (2024: £3.5 million), income taxes payable of £14.9
million (2024: £13.1 million), and liabilities associated with the central corporate function of £11.7
million (2024: £11.4 million).

|  | Capital expenditure |  | Depreciation and amortisation
£million | 2025 | 2024 | 2025 | 2024
Europe | 3.8 | 4.2 | 4.3 | 4.5
North America | 3.4 | 3.6 | 5.3 | 6.7
Asia | 2.0 | 1.4 | 2.5 | 2.6
Total | 9.2 | 9.2 | 12.1 | 13.8

c) Geographic information
Revenue by destination
The Group operates on a global basis. Revenue from external customers by geographical
destination is shown below. Management monitors and reviews revenue by region rather than
by individual country given the significant number of countries where customers are based.

£million | 2025 | 2024
United Kingdom | 100.4 | 111.8
Rest of Europe | 83.1 | 71.6
North America | 189.0 | 214.6
Asia | 106.4 | 122.6
Rest of the World | 2.5 | 0.5
| 481.4 | 521.1

Revenue from services is less than 1% of Group revenues. All other revenue is from the sale
of goods.
Non-current assets
The carrying amount of non-current assets, excluding deferred tax assets, derivatives and
pensions, analysed by the geographical area is shown below:

£million | 2025 | 2024
United Kingdom | 89.3 | 91.5
North America | 26.7 | 76.0
Central and South America | 6.0 | 8.1
Asia | 19.2 | 19.8
| 141.2 | 195.4

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
125TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
3 Segmental reporting continued
d) Market information key customers
The Group operates in the following markets:

£million | 2025 | 2024
Healthcare | 107.8 | 118.1
Aerospace and defence | 152.8 | 142.1
Automation and electrification | 140.1 | 174.3
Distributors | 80.7 | 86.6
| 481.4 | 521.1

The Group had no customers who contributed greater than 10% of revenues in 2025 or 2024.
4 Finance costs and finance income

£million | 2025 | 2024
Interest income | 0.1 | 0.5
Net interest income on pension schemes in surplus | 0.3 | 1.1
Finance income | 0.4 | 1.6
Interest expense | 7.2 | 10.1
Interest on lease liabilities | 0.6 | 0.7
Net interest expense on pension schemes in deficit | 0.1 | 0.1
Amortisation of arrangement fees | 1.0 | 0.6
Finance costs | 8.9 | 11.5
Net finance costs | 8.5 | 9.9

5 Loss for the year
Loss from continuing operations for the year is stated after charging/(crediting):

£million | 2025 | 2024
Depreciation of property, plant and equipment | 7.9 | 8.6
Depreciation of right-of-use assets | 3.0 | 3.6
Amortisation of intangible assets 1 | 3.8 | 4.3
Asset impairments (excluded from adjusted operating profit, see note 6) | 41.4 | 52.2
Net foreign exchange (gain)/loss recognised within operating profit | (1.8) | 1.2
Cost of inventories recognised as an expense | 371.3 | 411.4
Research and development | 7.6 | 10.7
Staff costs (see note 10) | 150.3 | 159.7
Restructuring costs/(income) (excluded from adjusted operating profit) | 15.2 | (0.1)
Pension restructuring costs (excluded from adjusted operating profit) | 1.9 | 1.3
Acquisition and disposal related costs (excluded from adjusted operating profit) | 4.3 | 4.5
Remuneration of Group Auditor: |  |
– audit of these financial statements | 1.1 | 1.0
– audit of financial statements of subsidiaries of the Company | 1.0 | 0.9
– assurance and other services 2 | – | 0.1
Income from government grants | 0.1 | 0.3
Share-based payment expense 3 | 1.9 | 2.2

1. Included within amortisation of intangible assets is £2.6 million (2024: £2.7 million) reported within items excluded from adjusted
operating profit. The remaining charge is within administrative expenses.
2. Assurance and other services in 2024 of £0.1 million relate to the half year review
3. Share-based payment expense excludes a charge of £0.2 million reported in Restructuring costs and excluded from adjusted
operating profit.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
126 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
6 Adjusting items
As described in note 1c, adjusted profit measures are an alternative performance measure used by
the Board to monitor the operating performance of the Group.

|  | 2025 |  | 2024
| Operating |  | Operating |
£million | profit | Tax | profit | Tax
As reported | (28.2) | (13.9) | (23.5) | (20.0)
Restructuring costs |  |  |  |
Restructuring costs | (15.2) | 3.2 | 0.1 | –
| (15.2) | 3.2 | 0.1 | –
Pension restructuring costs |  |  |  |
Pension restructuring costs | (1.9) | 0.5 | (1.3) | 0.3
| (1.9) | 0.5 | (1.3) | 0.3
Asset impairments and measurement losses |  |  |  |
Asset impairments | (41.4) | – | (52.2) | 3.2
Deferred tax asset derecognition | – | (2.7) | – | (16.0)
| (41.4) | (2.7) | (52.2) | (12.8)
Amortisation of intangible assets arising on business |  |  |  |
combinations |  |  |  |
Amortisation of intangible assets arising on business |  |  |  |
combinations | (2.6) | 0.4 | (2.7) | 0.5
| (2.6) | 0.4 | (2.7) | 0.5
Acquisition and disposal related costs |  |  |  |
Ferranti Power and Control acquisition and integration costs | – | – | (0.2) | –
Disposal costs | (4.3) | 1.1 | (4.4) | (0.4)
Property sale | – | – | 0.7 | –
Other | – | – | (0.6) | 0.1
| (4.3) | 1.1 | (4.5) | (0.3)
Total items excluded from adjusted measure | (65.4) | 2.5 | (60.6) | (12.3)
Adjusted measure | 37.2 | (16.4) | 37.1 | ( 7.7)

Restructuring and other costs £15.2 million (2024: £0.1 million credit)
Restructuring costs of £15.2 million include £7.0 million net cost relating to the closure of the
Plano, US manufacturing site (of which £4.8 million relates to inventory write offs, £0.7 million
relates to asset decommissioning and £2.0 million of other costs and a credit of £0.5 million has
been recognised in respect of property, plant and equipment); £1.6 million relating to costs
associated with the changes in executive leadership; £6.1 million associated with the Cleveland
manufacturing site (comprising £5.0 million relating to inventory write-offs and similar
adjustments associated with the improvement project and of £1.1 million for related specialist
resource costs); and £0.5 million of other costs.
The net restructuring cost in the prior year of £0.1 million credit comprised a credit of £0.4 million
in respect of the closure of our Barbados facility in 2021 offset by £0.3 million cost in respect of
the closure of the Hatfield, USA facility.
Pension restructuring costs £1.9 million (2024: £1.3 million)
Pension restructuring costs of £1.9 million (2024: £1.3 million) comprise £1.9 million (2024: £1.1
million) cost incurred preparing the scheme for buy-out. The prior period included a settlement
cost of £0.2 million in respect of the buy-out of one of the US schemes.
Asset impairments and measurement losses £41.4 million (2024: £52.2 million)
During the year an impairment of £37.2 million (2024: £36.7 million) was recognised against
goodwill for the North America segment reflecting recent trading performance.
Due to a downturn in recent performance, impairment charges were recognised in two sites in the
North America segment. The impairment was £4.2 million in total (2024: £15.5 million relating to a
separate site in the North America segment) comprising £1.0 million of right-of-use assets (2024:
£5.4 million), £1.0 million of land and buildings, and £2.2 million of property, plant and equipment
(2024: £9.9 million). The impairment reduced the carrying value of the right-of-use assets, land and
buildings and property, plant and equipment to £0.3 million.
The Group derecognised £2.7 million (2024: £16.0 million) of deferred tax assets reflecting the
recent performance and near-term outlook for the North America region.
Amortisation of intangible assets arising on business combinations £2.6 million (2024: £2.7
million)
Amortisation of intangible assets arising on business combinations of £2.6 million (2024: £2.7
million) relate to amortisation of the fair value of acquired order books, acquired customer
relationships and other intangible assets acquired on business combinations.
Acquisition and disposal related costs £4.3 million (2024: £4.5 million)
Acquisition and disposal related costs of £4.3 million (2024: £4.5 million) comprise £4.2 million
(2024: £nil) relating to professional fees associated with the aborted acquisition by Cicor and £0.1
million in respect of other M&A activity. The prior year included £4.4 million relating to the sale of
three business units to Cicor, £0.3 million relating to historic legal claims, £0.3 million relating to
costs incurred preparing land for sale, £0.2 million relating to the acquisition of the Power and
Control business of Ferranti Technologies Ltd. based in Manchester, UK, and a gain of £0.7 million
relating to the sale of property in Pembroke, UK.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
127TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
7 Taxation
a) Analysis of the tax charge for the year

£million | 2025 | 2024
Current tax |  |
Current income tax charge | 9.2 | 13.9
Adjustments in respect of current income tax of previous year | (0.4) | 1.0
Total current tax charge | 8.8 | 14.9
Deferred tax |  |
Relating to origination and reversal of temporary differences | 2.4 | (10.9)
Change in tax rate | – | 0.1
Derecognition of deferred tax assets in the North America segment | 2.7 | 16.0
Adjustments in respect of deferred tax of previous years | – | (0.1)
Total deferred tax charge | 5.1 | 5.1
Total tax charge in the income statement | 13.9 | 20.0

The applicable tax rate for the period is based on the UK standard rate of corporation tax of 25.0%
(2024: 25.0%). Overseas taxation is calculated at the rates prevailing in the respective jurisdictions.
The Group’s effective tax rate for the year was 37.9% (the adjusted tax rate was 57.1%, see section
‘Reconciliation of KPIs and non-IFRS measures’). Included within the total tax charge above is a
£2.5 million credit relating to items reported outside adjusted profit (2024: £12.3 million debit).
b) Reconciliation of the total tax charge for the year

£million | 2025 | 2024
Loss before tax from continuing operations | (36.7) | (33.4)
Loss before tax multiplied by the standard rate of corporation tax in the UK of 25% | (9.2) | (8.3)
Effects of: |  |
Impact on deferred tax arising from changes in tax rates | – | 0.1
Overseas tax rate differences | 4.4 | 3.0
Items not deductible for tax purposes or income not taxable | 7.6 | 8.2
Adjustment to current tax in respect of prior periods | (0.4) | 0.9
Current year tax losses and other items not recognised | 8.8 | 0.3
Impairment of deferred tax assets in the North America segment | 2.7 | 16.0
Adjustments in respect of deferred tax of previous years | – | (0.2)
Total tax charge reported in the income statement | 13.9 | 20.0

The overall aim of the Group’s tax strategy is to support business operations by ensuring a
sustainable tax rate, mitigating tax risks in a timely and cost-efficient way and complying with tax
legislation in the jurisdictions in which the Group operates. It is however inevitable that the Group
will be subject to routine tax audits or is in ongoing disputes with tax authorities in the multiple
jurisdictions it operates within. This is much more likely to arise in situations involving more than
one tax jurisdiction. Differences in interpretation of legislation, of global standards (e.g. OECD
guidance) and of commercial transactions undertaken by the Group between different tax
authorities are one of the main causes of tax exposures and tax risks for the Group.
In order to manage the risk to the Group an assessment is made of such tax exposures and
provisions are created using the best estimate of the most likely amount to be incurred within a
range of possible outcomes. The resolution of the Group’s tax exposures can take considerable
time to conclude and, in some circumstances, it can be difficult to predict the final outcome.
The current tax liability at 31 December 2025 includes tax provisions of £12.2 million (including
£1.2 million in respect of HMRC refunds from retirement benefit schemes (note 21)) (2024: £10.4
million). The Group believes the range of reasonable possible outcomes in respect of these
exposures is tax liabilities of up to £16.0 million (2024: £13.9 million).
c) Deferred tax
The Group completed a five year forward looking strategic plan covering the periods from 2026 to
2030 in which it was forecast that the Europe and Asia regions would show increasing profitability.
Therefore, a deferred tax asset relating to these regions was recognised on the basis that it is
considered probable that net taxable profits will be recognised in the future.
The authorised pension surplus payments charge reduced from 35% to 25% from 6 April 2024.
The deferred tax liability has been recognised at 25% (2024: 25%).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
128 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
7 Taxation continued
The amounts of deferred taxation assets/(liabilities) provided in the financial statements are as
follows:

| As at |  | Recognised | Net | As at
| 31 December | Continuing | in equity/ | ex-change | 31 December
£million | 2024 | operations | OCI | translation | 2025
Intangible assets | (8.2) | 0.4 | – | 0.6 | ( 7.2)
Property, plant and equipment | (0.5) | (1.6) | – | 0.3 | (1.8)
Deferred development costs | (0.1) | 0.1 | – | – | –
Retirement benefit obligations | (1.4) | 0.7 | (1.1) | – | (1.8)
Inventories | 1.2 | – | – | (0.1) | 1.1
Tax losses | 1.4 | – | – | (0.2) | 1.2
Unremitted overseas earnings | (0.4) | 0.2 | – | – | (0.2)
Share-based payments | 0.3 | 0.1 | 0.3 | – | 0.7
Cash flow hedges | 1.6 | – | (2.0) | 0.2 | (0.2)
Short-term temporary differences | 15.7 | (5.0) | – | (0.2) | 10.5
Net deferred tax asset | 9.6 | (5.1) | (2.8) | 0.6 | 2.3
Deferred tax assets | 13.1 |  |  |  | 8.0
Deferred tax liabilities | (3.5) |  |  |  | (5.7)
Net deferred tax asset | 9.6 |  |  |  | 2.3

| As at |  | Recognised | Net | As at
| 31 December | Continuing | in equity/ | exchange | 31 December
£million | 2023 | operations | OCI | translation | 2024
Intangible assets | (8.5) | 0.4 | – | (0.1) | (8.2)
Property, plant and equipment | (1.4) | 1.1 | – | (0.2) | (0.5)
Deferred development costs | (0.3) | 0.2 | – | – | (0.1)
Retirement benefit obligations | (8.4) | 3.8 | 3.1 | 0.1 | (1.4)
Inventories | 0.8 | 0.4 | – | – | 1.2
Tax losses | 14.1 | (13.0) | – | 0.3 | 1.4
Unremitted overseas earnings | (0.8) | 0.5 | – | (0.1) | (0.4)
Share-based payments | 0.7 | (0.2) | (0.2) | – | 0.3
Cash flow hedges | (0.6) | – | 2.4 | (0.2) | 1.6
Short-term temporary differences | 14.0 | 1.7 | – | – | 15.7
Net deferred tax asset | 9.6 | (5.1) | 5.3 | (0.2) | 9.6
Deferred tax assets | 16.6 |  |  |  | 13.1
Deferred tax liabilities | (7.0) |  |  |  | (3.5)
Net deferred tax asset | 9.6 |  |  |  | 9.6

Deferred tax | Description
Intangible assets | Deferred tax relating to intangible assets created on acquisitions by the Group.
| This excludes any internally generated intangibles relating to product development
| costs.
Property, plant and equipment | Deferred tax relating to temporary differences in the value of property, plant and
| equipment between Group accounting and local accounting and/or tax returns.
Deferred development costs | Deferred tax relating to deferred development costs.
Retirement benefit obligations | Deferred tax relating to retirement benefit obligations.
Inventories | Deferred tax relating to temporary differences between the local book value and
| Group consolidated value of inventory.
Tax losses | Deferred tax relating to recognised tax losses carried forwards for offset against
| future profits of the Group.
Unremitted overseas earnings | Deferred tax relating to the repatriation of subsidiary profits to the Group's ultimate
| holding company.
Share-based payments | Deferred tax relating to share-based payment.
Cash flow hedges | Deferred tax relating to derivatives designated as cash flow hedges.
Short term temporary differences | Deferred tax relating to temporary differences between Group accounts and local
| ac-counts or tax return arising where a tax deduction is received on payment of an
| amount either between Group companies or to external unconnected third parties
| rather than on an accounting basis. This includes product development costs.

At 31 December 2025, the gross amount and expiry date of losses not recognised for deferred tax
purposes but available for carry forward are as follows:

| Expiring | Expiring |  |
| within | within |  |
£million | 5 years | 6–10 years | Unlimited | Total
Losses for which no deferred tax asset has been recognised | – | – | 282.4 | 282.4

Deferred tax is not recognised on these losses because profit projections do not support the
utilisation of these losses.
Tax losses of £56.2 million are subject to substantial limitations in the type of profits they can be
offset against and no such capital disposals are currently anticipated. Tax losses relating to the US
total £225.1 million. Included within this number is £26.3 million in respect of capitalised R&D
expenses and R&D tax credits. Deferred tax is not recognised on these temporary differences,
unused tax losses or unused tax credits because profit projections do not support their utilisation.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
129TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
7 Taxation continued
At 31 December 2024, the gross amount and expiry date of losses available for carry forward were
as follows:

| Expiring | Expiring |  |
| within | within |  |
£million | 5 years | 6–10 years | Unlimited | Total
Losses for which no deferred tax asset has been recognised | – | – | 136.0 | 136.0

At 31 December 2025, the Group had no other items for which no deferred tax assets have been
recognised (2024: £nil).
8 Dividends

| 2025 |  | 2024 |
| pence | 2025 | pence | 2024
| per share | £million | per share | £million
Final dividend paid for prior year | – | – | 4.6 5 | 8.2
Interim dividend declared for current year | – | – | 2.25 | 4.0

The Directors do not recommend a dividend.
9 Earnings per share
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to owners of
the Company by the weighted average number of shares in issue during the year.

Pence | 2025 | 2024
Loss per share (pence) |  |
Basic | (28.5) | (30.2)
Diluted | (28.5) | (30.2)

As the Group made a statutory loss in 2025 and 2024, diluted statutory EPS for 2025 has been
calculated using the basic weighted average number of shares because using weighted average
diluted shares would be anti-dilutive.
The numbers used in calculating adjusted, basic and diluted earnings per share are shown below.
Adjusted earnings per share is based on the adjusted profit after interest and tax.
Adjusted earnings per share:

£million (unless otherwise stated) | 2025 | 2024
Loss for the year attributable to owners of the Company | (50.6) | (53.4)
Restructuring costs | 15.2 | (0.1)
Pension restructuring costs | 1.9 | 1.3
Asset impairments and measurement losses | 41.4 | 52.2
Amortisation of intangible assets arising on business combinations | 2.6 | 2.7
Acquisition and disposal related costs | 4.3 | 4.5
Tax effect of adjusting items (see note 6) | (2.5) | 12.3
Adjusted earnings | 12.3 | 19.5
Adjusted earnings per share (pence) | 6.9 | 11.0
Adjusted diluted earnings per share (pence) | 6.8 | 10.9

The weighted average number of shares in issue is as follows (new shares issued in the year
described in note 22):

Million | 2025 | 2024
Basic | 177.8 | 176.9
Adjustment for share awards | 3.5 | 1.6
Diluted | 181.3 | 178.5

10 Employee information
The average number of full-time equivalent employees (including Directors) during the year was:

Number | 2025 | 2024
By function |  |
Production | 3,244 | 3,725
Sales and distribution | 219 | 245
Administration | 297 | 314
| 3,760 | 4,284
By segment |  |
Europe | 947 | 1,085
North America | 1,332 | 1,617
Asia | 1,481 | 1,582
Total | 3 ,76 0 | 4,284

Central employees are allocated across the segments on a proportional basis.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
130 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
10 Employee information continued
Aggregate emoluments, including those of Directors, for the year were:

£million | 2025 | 2024
Wages and salaries | 115.3 | 120.7
Social security charges | 29.1 | 32.4
Employers’ pension costs | 3.3 | 3.3
Defined benefit pension costs | 0.5 | 1.1
Share based payments expense | 2.1 | 2.2
| 150.3 | 159.7

Remuneration in respect of the Directors was as follows:

£million | 2025 | 2024
Emoluments | 2.2 | 1.1

Key management personnel are the TT Executive Committee (“ExCo”). The remuneration of key
management during the year was as follows:

£million | 2025 | 2024
Short-term benefits | 6.5 | 2.3
Post-employment benefits | 0.2 | –
Termination benefits | 0.1 | –
Share based payments | 1.2 | 1.3

The Schedule 5 requirements of the Accounting Regulations for directors’ remuneration, including
that of the highest paid director, are included within the Directors’ remuneration report on pages
68 to 94.
11 Right-of-use assets

| Land and |  | Right-of-use
£million | buildings | Other | assets
Cost |  |  |
At 31 December 2023 | 38.2 | 1.7 | 39.9
Additions | 2.6 | 0.4 | 3.0
Disposals | (0.5) | (0.3) | (0.8)
Net exchange adjustment | 0.3 | – | 0.3
At 31 December 2024 | 40.6 | 1.8 | 42.4
Additions | 1.6 | 0.3 | 1.9
Disposals | (0.1) | (0.2) | (0.3)
Net exchange adjustment | (1.7) | – | (1.7)
At 31 December 2025 | 40.4 | 1.9 | 42.3
Depreciation |  |  |
At 31 December 2023 | 22.9 | 1.2 | 24.1
Depreciation charge | 3.3 | 0.3 | 3.6
Impairment | 5.3 | 0.1 | 5.4
Disposals | (0.4) | (0.3) | (0.7)
Net exchange adjustment | 0.4 | (0.3) | 0.1
At 31 December 2024 | 31.5 | 1.0 | 32.5
Depreciation charge | 2.7 | 0.3 | 3.0
Impairment | 1.0 | – | 1.0
Disposals | (0.1) | (0.2) | (0.3)
Net exchange adjustment | (1.4) | – | (1.4)
At 31 December 2025 | 33.7 | 1.1 | 34.8
Net book value |  |  |
At 31 December 2025 | 6.7 | 0.8 | 7.5
At 31 December 2024 | 9.1 | 0.8 | 9.9

Additions during the year relate to a new building lease in Kansas, USA (£1.4 million) and Kuantan,
Malaysia (£0.2 million). Other additions in Sheffield, UK (£0.1 million), Woking, UK (£0.1 million) and
other locations (£0.1 million). Prior year additions relate to a new lease in Suzhou, China (£1.9
million) and other locations (£0.7 million).
The impairment charge for the year of £1.0 million relates to one manufacturing site within the
North America segment (2024: £5.4 million relating to a separate site in the segment) and is
included within items excluded from adjusted operating profit as described in note 6. Impaired
right-of-use assets have been written down to a recoverable amount of £nil.
The Group only leases land and buildings for use in trading activities. Lease liabilities are disclosed
in note 19. Contractual cashflows for these leases are disclosed in note 20e.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
131TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
12 Property, plant and equipment

| Land and | Plant and |
£million | buildings | equipment | Total
Cost |  |  |
At 31 December 2023 | 25.9 | 155.0 | 180.9
Additions | 1.7 | 5.2 | 6.9
Disposals | – | (3.3) | (3.3)
Transferred to assets held for sale | (0.8) | (0.3) | (1.1)
Other movements | – | (0.4) | (0.4)
Net exchange adjustment | 0.5 | 1.2 | 1.7
At 31 December 2024 | 27.3 | 15 7.4 | 184.7
Additions | 0.9 | 7.2 | 8.1
Disposals | (0.1) | (5.3) | (5.4)
Other movements | – | (0.1) | (0.1)
Net exchange adjustment | (1.1) | (6.9) | (8.0)
At 31 December 2025 | 27.0 | 152.3 | 179.3
Depreciation and impairment |  |  |
At 31 December 2023 | 7.1 | 112.5 | 119.6
Depreciation charge | 1.6 | 7.0 | 8.6
Impairment | 6.9 | 3.0 | 9.9
Disposals | (0.1) | (3.0) | (3.1)
Transferred to assets held for sale | (0.8) | – | (0.8)
Net exchange adjustment | 0.1 | 1.1 | 1.2
At 31 December 2024 | 14.8 | 120.6 | 135.4
Depreciation charge | 1.1 | 6.8 | 7.9
Impairment | 1.0 | 1.9 | 2.9
Disposals | (0.1) | (5.1) | (5.2)
Net exchange adjustment | (0.9) | (5.4) | (6.3)
At 31 December 2025 | 15.9 | 118.8 | 134.7
Net book value |  |  |
At 31 December 2025 | 11.1 | 33.5 | 44.6
At 31 December 2024 | 12.5 | 36.8 | 49.3

The impairment charge for the year of £2.9 million comprises a write down of £3.2 million at two
manufacturing sites within the North America segment (2024: £9.9 million relating to a separate
manufacturing site) included within items excluded from adjusted operating profit as described in note 6,
a credit of £0.5 million arising from the reversal of impairments recognised in the prior year in our Plano,
USA site to align the carrying amount to disposal proceeds and other impairments included in adjusted
operating profit of £0.2 million.
13 Goodwill

£million |
Cost |
At 31 December 2023 | 140.8
Net exchange adjustment | 1.3
At 31 December 2024 | 142.1
Net exchange adjustment | (5.7)
At 31 December 2025 | 136.4
Impairment |
At 31 December 2023 | –
Impairment | 36.7
At 31 December 2024 | 36.7
Impairment | 37.2
Net exchange adjustment | (2.1)
At 31 December 2025 | 71.8
Net book value |
At 31 December 2025 | 64.6

The impairment charge for the year is £37.2 million (2024: £36.7 million) relating to the North
America group of CGUs and within items excluded from adjusted operating profit as described in
note 6.
Goodwill arising from acquisitions represents the premium paid above the fair value of net assets,
including identified intangible assets, at the time of acquisition. Future enhancements to acquired
businesses — driven by strategic direction, operational efficiencies, and investment — are
expected to improve profitability over the ownership period.
Goodwill is allocated to groups of CGUs and monitored at this level. Each group of CGUs
comprises multiple CGUs which are primarily individual manufacturing sites.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
132 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
13 Goodwill continued
Goodwill is attributed to the following groups of CGUs:

£million | 2025 | 2024
Europe: |  |
Europe | 52.7 | 52.7
North America: |  |
North America | – | 40.4
Asia: |  |
Asia | 11.9 | 12.3
Total | 64.6 | 105.4

Impairment Testing
The Group tests goodwill impairment annually or more frequently if there are indications that
goodwill might be impaired.
Recoverable amounts for CGUs are calculated using a value-in-use approach. Key assumptions
include discount rates, growth projections, and operating cash flow forecasts taken from the
board approved 5-year strategic plan. Growth rates beyond the forecast period align with long-
term GDP projections, capped at long-term inflation rates for the primary CGU market. These rates
are determined based on the Group’s geographic footprint and market presence.
Discount rates are estimated using pre-tax rates that reflect market conditions and CGU-specific
risks. In determining the cost of equity, the Capital Asset Pricing Model has been used.
Accordingly, the cost of equity is determined by adding a risk premium, based on an industry
adjustment, to the expected return of the equity market above the risk-free return. The relative risk
adjustment reflects the risk inherent in each group of CGUs relative to all other sectors and
geographies on average.
The cost of debt is determined using a risk-free rate based on the cost of government bonds, and
an interest rate premium equivalent to a corporate bond with a similar credit rating to
TT Electronics Plc.
Long-term growth assumptions reflect anticipated demand trends in line with economic
conditions. Price evolution and cost-control measures are expected to drive sustained profitability
improvements. Management has detailed plans in place reflecting the latest budget and strategic
growth plan. The pre-tax discount rates and periods of management approved forecasts are
shown below. The discount rates used in the annual impairment test as at 30 September 2025 are
shown below:

|  |  | 2025 |  |  | 2024
|  |  | Period of |  |  | Period of
| Pre-tax | Long term | forecast | Pre-tax | Long term | forecast
| discount rate | growth rate | (years) | discount rate | growth rate | (years)
Europe: |  |  |  |  |  |
Europe | 15.9% | 1.4% | 5.0 | 14.7% | 1.4% | 5.0
North America: |  |  |  |  |  |
North America | 15.8% | 2.1% | 5.0 | 15.5% | 2.1% | 5.0
Asia: |  |  |  |  |  |
Asia | 15.0% | 3.5% | 5.0 | 14.6% | 3.5% | 5.0

The recoverable amounts associated with the goodwill balances which are based on these
performance projections and current forecast information do not indicate that any goodwill
balance, other than that for North America, is impaired. Based on the impairment testing
performed, an impairment charge of £37.2 million was recorded in 2025 (2024: £36.7 million) in
respect of the North America group of CGUs related to the operational issues and weak
performance in the region, the timing of the recoverability in profitability and certain
macroeconomic assumptions including the discount rate. After impairment, the recoverable
amount of the goodwill held in the North America group of CGUs was £nil.
The impairment charge is shown as an adjusting item (see note 6) in conjunction with related
asset impairments in the North America group of CGUs. In the prior year an impairment charge of
£36.7 million was recognised in relation to the North America group of CGUs and was also
recorded as an adjusting item.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
133TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
13 Goodwill continued
Sensitivity Analysis
Sensitivity analysis has been performed on the key assumptions; operating cash flow projections,
revenue growth rates and discount rate. Cash flows can be impacted by changes to sales prices,
direct costs and replacement capital expenditure; individually they are not significant assumptions.
In respect of the Europe and Asia groups of CGUs, the directors have not identified reasonably
possible changes in significant assumptions that would cause the recoverable amount to fall
below the carrying value of recognised goodwill.
14 Other intangible assets

| Product | Patents, |  |
| development | licences and | Customer |
£million | costs | other | relationships | Total
Cost |  |  |  |
At 31 December 2023 | 15.2 | 38.4 | 50.1 | 103.7
Additions | 1.8 | 0.5 | – | 2.3
Disposals | (0.2) | (1.4) | (1.0) | (2.6)
Transferred to assets held for sale | (0.2) | – | – | (0.2)
Other movements | 0.3 | – | – | 0.3
Net exchange adjustment | 0.2 | 0.1 | 0.4 | 0.7
At 31 December 2024 | 17.1 | 37.6 | 49.5 | 104.2
Additions | 1.1 | – | – | 1.1
Disposals | (0.9) | (0.1) | – | (1.0)
Other movements | (1.6) | 0.1 | – | (1.5)
Net exchange adjustment | (1.0) | (0.4) | (1.6) | (3.0)
At 31 December 2025 | 14.7 | 37.2 | 47.9 | 99.8
Amortisation |  |  |  |
At 31 December 2023 | 10.3 | 36.9 | 23.8 | 71.0
Charge for the year | 1.1 | 0.5 | 2.7 | 4.3
Impairment | 0.2 | – | – | 0.2
Disposals | (0.1) | (1.3) | (1.0) | (2.4)
Net exchange adjustment | 0.2 | (0.1) | 0.2 | 0.3
At 31 December 2024 | 11.7 | 36.0 | 25.7 | 73.4
Charge for the year | 0.8 | 0.4 | 2.6 | 3.8
Impairment | 0.8 | – | – | 0.8
Disposals | (0.8) | (0.1) | – | (0.9)
Net exchange adjustment | (0.8) | (0.4) | (0.6) | (1.8)
At 31 December 2025 | 11.7 | 35.9 | 27.7 | 75.3
Net book value |  |  |  |
At 31 December 2025 | 3.0 | 1.3 | 20.2 | 24.5
At 31 December 2024 | 5.4 | 1.6 | 23.8 | 30.8

Other movements of £1.6 million within product development costs relate to reclassification to
other receivables. Included within the amortisation charge for the year is £2.6 million (2024: £2.7
million) included within items excluded from adjusted profit as the charge relates to intangibles
acquired upon acquisition of businesses.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
134 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
14 Other intangible assets continued
Impairment of £0.8 million relates to one manufacturing site within the North America segment
and are included within adjusted operating profit. In the prior year £0.2 million relating to a
separate manufacturing site within the North America segment was excluded from adjusted
operating profit as described in note 6. Impaired intangible assets have been written down
to a recoverable amount of £nil.
Customer relationships are intangible assets recognised upon acquisition which are amortised
over long periods of time and are summarised below. The amortisation charge is excluded from
adjusted operating profit as described in note 6. The composition of customer relationships and
the years remaining until they are fully amortised is shown below.

| Net book |
| value | Years
| (£million) | remaining
Torotel | 8.2 | 16.9
Aero Stanrew | 5.5 | 5.0
Precision Inc. | 3.6 | 6.7
Ferranti Power and Control | 2.1 | 9.0
Stadium Group | 0.8 | 7.3
At 31 December 2025 | 20.2 |

| Net book |
| value | Years
| (£million) | remaining
Torotel | 9.5 | 17.9
Aero Stanrew | 6.6 | 6.0
Precision Inc. | 4.5 | 7.7
Ferranti Power and Control | 2.3 | 10.0
Stadium Group | 0.9 | 8.3
At 31 December 2024 | 23.8 |

15 Inventories

£million | 2025 | 2024
Raw materials | 61.6 | 74.9
Work in progress | 26.7 | 34.3
Finished goods | 14.9 | 23.5
| 103.2 | 132.7

Inventories are stated after a provision for obsolescence of £23.4 million (2024: £17.2 million). The
increase in the provision primarily relates to our Plano, US site (note 6). The directors do not
consider there to be a material difference between net book value and replacement cost for
inventories.
16 Trade and other receivables

£million | 2025 | 2024
Trade receivables | 70.1 | 76.3
Prepayments | 6.1 | 5.9
VAT and other taxes receivable | 5.5 | 5.1
Accrued income | 2.5 | 1.5
Other receivables | 5.3 | 2.4
| 89.5 | 91.2

Other receivables, relating primarily to Research and Development Expenditure Credits and other
amounts deemed to be recoverable from customers, are expected to be converted into cash
within twelve months.
Loss allowance for expected credit losses in respect of trade receivables is shown in note 20d(ii).
17 Trade and other payables

£million | 2025 | 2024
Current liabilities |  |
Trade payables | 47.7 | 61.3
Taxation and social security | 1.7 | 3.6
Accruals | 28.1 | 23.9
Deferred income | 27.0 | 22.5
Goods received not invoiced | 6.0 | 7.4
Other payables | 2.0 | 1.3
| 112.5 | 120.0

Other payables, relating primarily to amounts payable to employees in accordance with local
labour laws and other non-trade payables are expected to be settled with cash in the next twelve
months.

£million | 2025 | 2024
Non-current liabilities |  |
Accruals | 0.1 | 0.1

Deferred income represents advance payments and pre-funded inventory which is expected to be
converted into finished goods and sold within 12 months. All the brought forward balance from
2024 was converted into finished goods and sold to the end customer within the year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
135TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
18 Provisions

|  |  | Legal, |
|  |  | warranty and |
£million | Property | Reorganisation | other | Total
At 1 January 2024 | 1.0 | 0.2 | 2.9 | 4.1
Utilised | – | (0.2) | (1.2) | (1.4)
Disposal of business | – | – | (0.4) | (0.4)
Arising during the year | 0.1 | 0.3 | 2.2 | 2.6
At 1 January 2025 | 1.1 | 0.3 | 3.5 | 4.9
Utilised | – | (0.3) | (1.1) | (1.4)
Released | – | – | (0.3) | (0.3)
Arising during the year | 0.1 | 3.1 | 1.7 | 4.9
Exchange differences | – | – | (0.1) | (0.1)
At 31 December 2025 | 1.2 | 3.1 | 3.7 | 8.0

£million | 2025 | 2024
Non-current | 1.2 | 1.1
Current | 6.8 | 3.8
| 8.0 | 4.9

Property
Property provisions of £1.2 million (2024: £1.1 million) relate to dilapidation provisions and are
classified as non-current.
Reorganisation
Reorganisation provisions relate to committed costs in respect of restructuring programmes, as
described in note 6, usually resulting in cash spend within one year.
£0.3 million (2024: £0.3 million) relates to clean-up costs associated with the closure of the Boone,
US operations.
£2.8 million (2024: £nil) relates to the closure of the Plano manufacturing facility.
Legal, warranty and other
Legal, warranty and other claims represent the best estimate for the cost of settling outstanding
product and other claims, and warranty provisions created on the disposal of businesses.
£1.5 million (2024: £1.5 million) relates to local warranty provisions of which £0.2 million was
utilised and £0.6 million was charged to the income statement during the year. There was a
£0.1m reduction due to foreign exchange movements.
£1.6 million (2024: £1.6 million) relates to onerous contracts acquired within the Ferranti Power
and Control business of which £0.7 million was utilised and £0.7 million was charged to the
income statement during the year.
£0.6 million (2024: £0.4 million) relates to other provisions with £0.2 million utilised in the year
and a further £0.4 million charged to the income statement in the year.
The Group has, on occasion, been required to enforce commercial contracts and to defend itself
against proceedings brought by other parties. Provisions are made for the expected costs
associated with such matters, based on past experience of similar items and other known factors,
taking into account professional advice received, and represent management’s best estimate of
the likely outcome. The timing of utilisation of these provisions is frequently uncertain, reflecting
the complexity of issues and the outcome of various court proceedings and negotiations.
Contractual and other provisions represent the Directors’ best estimate of the cost of settling
future obligations although there is a higher degree of judgement involved. Unless specific
evidence exists to the contrary, these provisions are shown as current.
No provision is made for proceedings which have been or might be brought by other parties
against Group companies unless management, taking into account professional advice received,
assesses that it is more likely than not that such proceedings may be successful. Contingent
liabilities associated with such proceedings have been identified, but the Directors are of the
opinion that any associated claims that might be brought can be resisted successfully, and
therefore the possibility of any material outflow in settlement in excess of amounts provided is
assessed as unlikely.
The timing of the utilisation of these amounts is uncertain as they are subject to commercial
negotiation and legal process in different jurisdictions. Where possible the Group has purchased
insurance cover to protect itself from these exposures.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
136 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
19 Borrowings and lease obligations

|  | Currency of |  |  |
£million | Maturity | denomination | Current | Non-current | Total
At 31 December 2025 |  |  |  |  |
£162.4 million multi-currency revolving credit facility | 2027 | GBP | – | 10.0 | 10.0
| 2027 | USD | – | 4.5 | 4.5
Unsecured loan note | 2028 | GBP | – | 37.5 | 37.5
Unsecured loan note | 2031 | GBP | – | 37.5 | 37.5
Overdrafts |  |  | 0.1 | – | 0.1
Lease liabilities |  |  | 3.6 | 10.8 | 14.4
Loan arrangement fee |  |  | – | (0.6) | (0.6)
Total |  |  | 3.7 | 99.7 | 103.4
At 31 December 2024 |  |  |  |  |
£162.4 million multi-currency revolving credit facility | 2027 | GBP | – | 36.0 | 36.0
| 2027 | USD | – | 39.9 | 39.9
Unsecured loan note | 2028 | GBP | – | 37.5 | 37.5
Unsecured loan note | 2031 | GBP | – | 37.5 | 37.5
Overdrafts |  |  | 0.1 | – | 0.1
Lease liabilities |  |  | 4.0 | 13.3 | 17.3
Loan arrangement fee |  |  | – | (1.7) | (1.7)
Total |  |  | 4.1 | 162.5 | 166.6

The Group’s primary source of finance is the £162.4 million committed revolving credit facility
(RCF), and an uncommitted accordion facility of £17.6 million, which was signed in June 2022. The
Group’s RCF, including the interest margin thereon which is based on the Group’s compliance with
financial covenants, is payable on a floating rate basis above GBP SONIA or USD SOFR depending
on the currency of the loan and will mature in June 2027. As at 31 December 2025, £14.5 million
(31 December 2024: £75.9 million) of the facility was drawn down. Arrangement fees with
amortised cost of £0.6 million (2024: £1.7 million) have been netted off against these borrowings.
In December 2021 the Group issued £75.0 million of unsecured loan notes with £37.5 million
maturing in seven years and £37.5 million maturing in 10 years respectively to a collection of three
counterparties. The average interest rate on the loan notes is 3.65 per cent.
In December 2024 the RCF and the unsecured loan note lenders agreed to a relaxation of the
covenant relating to the ratio of consolidated EBITDA to consolidated net finance charges for each
reporting period up to, and including, 31 December 2025. This was 3.75x at 31 December 2024,
3.00x at 30 June 2025 and 3.25x at 31 December 2025.
As part of this agreed relaxation, the Group has committed that, should it wish to issue a dividend,
it will test the covenant ratio both for the measurement period immediately prior to the distribution
and the forecasts for the subsequent two measurement periods, against the original interest cover
covenant ratio of more than 4.0x.
In March 2026 the RCF was amended and extended with a new expiry date of June 2028 and
revised facility size of £105.0 million.
Undrawn facilities
At 31 December 2025, the Group had available £147.9 million (2024: £86.5 million) of undrawn
committed borrowing facilities and £27.9 million (2024: £28.1 million) of undrawn uncommitted
borrowing facilities, representing overdraft lines and the accordion facility.
20 Financial risk management
The main risks arising from the Group’s financial instruments are foreign exchange risk, interest
rate risk, credit risk and liquidity risk. These risks arise from exposures that occur in the normal
course of business and are managed by the Group’s Treasury department in close co-operation
with the Group’s business divisions and operating companies, under the oversight of a Treasury
Committee which is chaired by the Chief Financial Officer. The responsibilities of the Group’s
Treasury department include the monitoring of financial risks, management of cash resources,
debt and capital structure management, approval of counterparties and relevant transaction
limits, and oversight of all significant treasury activities undertaken by the Group. The Group
Treasury department operates as a service centre to the business divisions of the Group and not
as a profit centre.
A Group Treasury policy has been approved by the Board of Directors and is periodically updated
to reflect developments in the financial markets and the financial exposure facing the Group.
The Group’s principal financial instruments comprise borrowings, cash and cash equivalents,
trade receivables, trade payables and derivatives. The Group’s borrowings, surplus liquidity and
derivative financial instruments are monitored and managed centrally by the Group’s Treasury
department.
The Group’s accounting policies with regard to financial instruments are detailed in note 2m.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
137TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
20 Financial risk management continued
a) Derivatives, other financial instruments and risk management
The Group uses derivative financial instruments to manage certain exposures to fluctuations in
exchange rates and interest rates. The Group does not hold any speculative financial instruments.
The Group is exposed to transactional and translation foreign exchange risk. Transactional foreign
exchange risk arises from sales or purchases by a Group company in a currency other than that
company’s functional currency. Translation foreign exchange risk arises on the translation of
profits earned in overseas currencies into GBP and the translation of net assets denominated in
overseas currencies into GBP, the Group’s functional currency.
To mitigate transactional foreign exchange risk, wherever possible, Group companies enter into
transactions in their functional currencies with customers and suppliers. When this is not possible,
hedging strategies are undertaken through the use of forward currency contracts for up to two
years ahead. The forward currency contracts have been designated as cash flow hedges and the
effective portion of the mark to market valuation of these derivatives at 31 December 2025 is
taken to the hedging reserve within equity. Currency basis spread that is not designated is taken
to the income statement.
The Group has designated £4.5 million ($6.0 million) (2024: £39.9 million ($52.0 million)) of loans
in a net investment hedge of USD net assets. No ineffectiveness was recorded (2024: £nil) and
a gain of £2.3 million (2024: £0.8 million loss) was taken to the translation reserve. The amount
accumulated in this reserve in respect of gains/losses arising on hedging instruments designated
in net investment hedges up to 31 December 2025 was an accumulated loss of £0.4 million (2024:
accumulated loss of £2.7 million).
The Group’s interest rate management policy is to maintain a balance between fixed and floating
rates of interest on borrowings and deposits, and to use interest rate derivatives when appropriate
and pre-approved by the Treasury Committee. The interest rate hedging instruments are floating
to fixed rate interest rate swaps used to manage the Group’s interest cost.
At 31 December 2025, the Group had a net derivative financial asset of £2.1 million (2024:
£7.1 million net liability).

| Notional |  |  |
| Amount | Average | Fair value |
Foreign exchange (FX) hedges | (£m) | Hedged Rate | (£m) | Type of hedge
31 December 2024 |  |  |  |
USD:CNY | 45.8 | 6.88 | (0.3) | CFH – Forward rate
USD:MXN | 31.3 | 19.23 | 1.4 | CFH – Forward rate
USD:GBP | 6.1 | 0.74 | 0.1 | CFH – Forward rate
USD:MYR | 15.0 | 4.23 | 0.7 | CFH – Forward rate
CNY:GBP | 4.2 | 0.11 | 0.1 | CFH – Forward rate
CNY:EUR | 3.3 | 0.12 | 0.1 | CFH – Forward rate
EUR:GBP | 3.1 | 0.87 | – | CFH – Forward rate
GBP:USD | 0.2 | 1.27 | – | CFH – Forward rate
Total | 109.0 |  | 2.1 |
31 December 2023 |  |  |  |
USD:CNY | 61.5 | 6.84 | (3.0) | CFH – Forward rate
USD:MXN | 31.2 | 18.72 | (4.1) | CFH – Forward rate
USD:GBP | 16.3 | 0.78 | (0.2) | CFH – Forward rate
EUR:GBP | 11.8 | 4.49 | 0.1 | CFH – Forward rate
USD:MYR | 6.8 | 0.11 | 0.1 | CFH – Forward rate
CNY:GBP | 3.8 | 0.13 | (0.1) | CFH – Forward rate
CNY:EUR | 3.2 | 0.85 | 0.1 | CFH – Forward rate
GBP:USD | 0.8 | 1.27 | – | CFH – Forward rate
Total | 135.4 |  | (7.1) |

CFH is an abbreviation for cash flow hedge.
The most common exchange rate risk is the transaction risk the Group takes when it invoices a
customer or purchases from suppliers in a different currency to the underlying functional currency
of the business. The Group policy is to review transactional foreign exchange exposures and place
contracts on a quarterly basis. To the extent the cash flows associated with a transactional foreign
exchange risk are committed the Group will hedge 100%. The notional values of the hedged
transactions are disclosed in the above table. The group’s policy is to hedge these transactions on
a 1:1 ratio. Foreign currency basis spread of the derivative item is not designated and is therefore
recognised in the income statement. The potential sources of ineffectiveness are timing of forecast
transaction and credit risk. There was no hedge ineffectiveness incurred during the period.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
138 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
20 Financial risk management continued
The closing value of the hedging reserve in relation to FX hedges on 31 December 2025 was an
accumulated gain of £2.2 million (2024: accumulated loss of £6.5 million). The transactions that
have been designated as the hedged item in a cash flow hedge relationship are still considered
highly probable forecasted transactions, both during the next year and at the year ended 31
December 2025.
Hedges with a notional amount of £69.6 million (2024: £94.6 million) are due within 12 months
with the remainder maturing within 24 months.
b) Foreign exchange risk
Trade receivables are denominated in the currencies in which the Group trades. The Group’s policy
is that receivables and payables not in the functional currency of the subsidiary concerned are,
in the main, hedged through forward foreign currency exchange contracts.
All currencies used within the Group are freely and immediately exchangeable for other currencies.

£million | GBP | USD | Euro | Other | Total
31 December 2025 |  |  |  |  |
Trade and other receivables | – | 14.5 | 1.4 | – | 15.9
Cash and cash equivalents | – | 2.6 | 0.9 | 0.4 | 3.9
Borrowings | – | (4.5) | – | – | (4.5)
Lease liabilities | – | – | – | (0.7) | (0.7)
Trade and other payables | (0.6) | (5.4) | (0.5) | (0.7) | (7.2)
Net Derivative financial instruments | 0.2 | – | 0.1 | 1.8 | 2.1
Total | (0.4) | 7.2 | 1.9 | 0.8 | 9.5
31 December 2024 |  |  |  |  |
Trade and other receivables | – | 18.0 | 1.0 | 0.1 | 19.1
Cash and cash equivalents | – | 7.7 | 0.9 | 1.1 | 9.7
Borrowings | – | (39.9) | – | – | (39.9)
Lease liabilities | – | – | – | (0.8) | (0.8)
Trade and other payables | (0.2) | (8.8) | (0.6) | (1.6) | (11.2)
Net Derivative financial instruments | – | – | (0.1) | (7.0) | (7.1)
Total | (0.2) | (23.0) | 1.2 | (8.2) | (30.2)

A 10% strengthening of GBP against the following currencies at 31 December 2025 would have
reduced profit after tax by the amounts shown below. These sensitivities have been chosen
because they are a reasonable approximation of possible changes. This analysis assumes that all
other variables, in particular interest rates, remain constant. A 10% weakening of GBP against the
above currencies at 31 December 2025 would have had an equal but opposite effect on profit after
tax, on the basis that all other variables remain constant.

£million | 2025 | 2024
US dollar | 1.2 | 1.7
Euro | 0.2 | 0.1

A 10% strengthening of GBP against the following currencies at 31 December 2025 would have
decreased equity by the amounts shown below. These sensitivities have been chosen because
they are a reasonable approximation of possible changes. This analysis assumes that all other
variables, in particular interest rates, remain constant. The Group finances operations by obtaining
funding through external borrowings and, where they are in foreign currencies, these borrowings
may be designated as net investment hedges. This enables gains and losses arising on
retranslation of these foreign currency borrowings to be charged to other comprehensive income,
providing a partial offset in equity against the gains and losses arising on translation of the net
assets of foreign operations. This has been considered in the analysis below.

£million | 2025 | 2024
US dollar | (0.7) | 2.3
Euro | (0.2) | (0.1)

A 10% weakening of GBP against the above currencies at 31 December 2025 would have had
an equal but opposite effect on equity, on the basis that all other variables remain constant.
c) Interest rate risk
The Group has financial assets and liabilities which are exposed to changes in market interest
rates. Changes in interest rates primarily impact borrowings by changing their future cash flows
(floating rate debt) or their fair value (fixed rate debt) and deposits. The Group’s objective is to
manage this interest rate exposure through the use of interest rate derivatives.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
139TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
20 Financial risk management continued
The exposure of the Group’s financial assets and liabilities to interest rate risk is as follows:

| Floating | Fixed | Non-interest |
£million | rate | rate | bearing | 2025 total
Financial assets |  |  |  |
Trade and other receivables | – | – | 70.1 | 70.1
Cash and cash equivalents | 3.1 | – | 35.6 | 38.7
Derivative financial instruments | – | – | 2.7 | 2.7
Total financial assets | 3.1 | – | 108.4 | 111.5
Financial liabilities |  |  |  |
Borrowings (including overdrafts) | (14.6) | (75.0) | 0.6 | (89.0)
Lease liabilities | – | (14.4) | – | (14.4)
Trade and other payables | – | – | (81.9) | (81.9)
Derivative financial instruments | – | – | (0.6) | (0.6)
Total financial liabilities | (14.6) | (89.4) | (81.9) | (185.9)

| Floating | Fixed | Non-interest |
£million | rate | rate | bearing | 2024 total
Financial assets |  |  |  |
Trade and other receivables | – | – | 76.3 | 76.3
Cash and cash equivalents | 14.7 | – | 54.5 | 69.2
Derivative financial instruments | – | – | 0.7 | 0.7
Total financial assets | 14.7 | – | 131.5 | 146.2
Financial liabilities |  |  |  |
Borrowings (including overdrafts) | (76.0) | (75.0) | 1.7 | (149.3)
Lease liabilities | – | (17.3) | – | (17.3)
Trade and other payables | – | – | (92.7) | (92.7)
Derivative financial instruments | – | – | (7.8) | (7.8)
Total financial liabilities | (76.0) | (92.3) | (98.8) | (267.1)

At 31 December 2025, 84% of borrowings was at a fixed rate (2024: 50%).
The interest charged on floating rate financial liabilities is based on the relevant benchmark rate
(such as GBP SONIA and USD SOFR).
Interest on financial instruments classified as fixed rate is fixed until the maturity of the
instrument.
The average cost of the debt for the Group is expected to be approximately 4.0% over the next 12
months.
Considering the net debt position of the Group at 31 December 2025, any increase in interest rates
would result in a net loss in the consolidated income statement, and any decrease in interest rates
would result in a net gain. The effect on loss after tax of a 1.0% movement in interest rate, based
on the year end floating rate borrowings, with all other variables held constant, is estimated to be
£0.1 million (2024: £0.5 million).
d) Credit risk
Exposure to credit risk arises as a result of transactions in the Group’s ordinary course of business
and is applicable to all financial assets. Investments in cash and cash equivalents and derivative
financial instruments are with approved counterparty banks and other financial institutions.
Counterparties are assessed prior to, during, and after the conclusion of transactions to ensure
exposure to credit risk is limited to an acceptable level. The maximum exposure with respect to
credit risk is represented by the carrying amount of each financial asset on the balance sheet.
The Group’s major exposure to credit risk is in respect of trade receivables. Given the number and
geographical spread of the Group’s ultimate customers and the solvency of major trade debtors,
credit risk is believed to be limited. The Group is not reliant on any particular customer in the
markets in which it operates and there is no significant concentration of credit risk. The Group
regularly monitors its exposure to bad debts in order to minimise this exposure.
The Group has strict procedures in place to manage the credit risk on trade receivables. Customer
credit risk is managed by each operating company within a region but is subject to Group
oversight to ensure that each division’s customer credit risk management system operates in a
prudent and responsible manner. Credit evaluations are performed for all customers and credit
limits are established based on internal or external rating criteria. The credit quality of the Group’s
significant customers is monitored on an ongoing basis. Letters of credit or payments in advance
are obtained where customer credit quality is not considered strong enough for open credit. The
Group operates the expected credit losses model when applying credit risk to receivables.
During the year there was a £1.3 million impairment of trade receivables as at 31 December 2025
(2024: £0.1 million) recognised within admin expenses. The solvency of the debtor and their ability
to repay the receivables were considered in assessing the impairment of such assets. The Group
performed an expected credit loss model at 31 December 2025 and a general provision of £nil
(2024: £nil) was required.
(i) Risk for trade receivables by geographical regions
The maximum exposure to credit risk for trade receivables at 31 December by geographic areas
was:

£million | 2025 | 2024
Europe (including UK) | 24.3 | 26.6
North America | 32.3 | 35.8
Asia | 12.8 | 13.5
Rest of the World | 0.7 | 0.4
| 70.1 | 76.3

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
140 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
20 Financial risk management continued
(ii) Impairment losses
The ageing of trade receivables at 31 December was:

| 2025 | 2025 | 2024 | 2024
£million | Gross | Impairment | Gross | Impairment
Not past due | 60.7 | – | 62.0 | –
Past due 1 – 60 days | 8.7 | – | 12.5 | -–
Past due 61 – 120 days | 1.6 | (0.9) | 2.1 | (0.3)
More than 120 days | 1.0 | (1.0) | 0.4 | (0.4)
| 72.0 | (1.9) | 77.0 | (0.7)

The movement in the provision for impairment in respect of trade receivables during the year was
as follows:

£million | 2025 | 2024
At 1 January | 0.7 | 0.6
Charged to income statement | 1.3 | 0.1
Released | (0.1) | –
Utilised | – | –
At 31 December | 1.9 | 0.7

(iii) Credit risk relating to other financial assets and cash deposits
Credit risk relating to the Group’s other financial assets, principally comprising cash and cash
equivalents and derivative financial instruments arise from the potential default of counterparties.
Credit risk arising from balances with banks and financial institutions is monitored by the Group’s
Treasury department. The Group’s policy on investment of cash and deposits is to only hold cash
deposits with banks maintaining an investment grade credit rating of BBB and above and are
reviewed on a regular basis to take account of developments in financial markets. Hedging
agreements are only entered into with the same investment grade counterparties. Currently the
Group has 10 counterparties to which it has credit risk exposure. As such credit risk on these
financial assets (cash and cash equivalents and derivatives) is calculated as £nil.
The expected credit risk model was applied to other receivables as described in note 2m where
the credit risk was deemed immaterial.
e) Liquidity risk
The Group maintains a balance between availability of funding and maximising investment return
on cash balances through the use of short-term cash deposits, credit facilities and longer-term
debt instruments. Management regularly reviews the funding requirements of the Group.
The Group’s policy is to centrally manage debt and surplus cash balances.
At 31 December 2025, the Group had £147.9 million of undrawn committed borrowing facilities
(2024: £86.5 million) and £27.9 million (2024: £28.1 million) of undrawn uncommitted borrowing
facilities.
Contractual cashflows of financial liabilities
The following are the contractual maturities of financial liabilities including contractual future
interest payments and commitment fees:

| Carrying | Contractual | On | Under 3 | 3 to 12 | 1 to 2 | 2 to 3 | 3 to 4 | 4 to 5 | Over 5
£million | value | Cash Flows | demand | months | months | years | years | years | years | years
31 December 2025 |  |  |  |  |  |  |  |  |  |
Borrowings (excl overdrafts) | 88.9 | 103.8 | – | 0.1 | 3.7 | 3.6 | 54.7 | 1.4 | 1.4 | 38.9
Overdrafts | 0.1 | 0.1 | 0.1 | – | – | – | – | – | – | –
Lease liabilities | 14.4 | 15.7 | 0.1 | 0.9 | 3.3 | 3.3 | 1.8 | 1.1 | 1.0 | 4.2
Trade and other payables | 81.9 | 81.9 | – | 81.5 | 0.4 | – | – | – | – | –
Derivatives settled gross | 0.6 | 28.8 | – | 5.3 | 18.9 | 4.6 | – | – | – | –
| 185.9 | 230.3 | 0.2 | 87.8 | 26.3 | 11.5 | 56.5 | 2.5 | 2.4 | 4 3.1
31 December 2024 |  |  |  |  |  |  |  |  |  |
Borrowings (excl overdrafts) | 149.2 | 175.0 | – | 0.9 | 5.3 | 6.1 | 80.8 | 40.2 | 1.4 | 40.3
Overdrafts | 0.1 | 0.1 | 0.1 | – | – | – | – | – | – | –
Lease liabilities | 17.3 | 18.8 | – | 1.0 | 3.4 | 4.0 | 2.3 | 1.6 | 1.1 | 5.4
Trade and other payables | 92.7 | 92.7 | – | 91.5 | 1.2 | – | – | – | – | –
Derivatives settled gross | 7.8 | 116.2 | – | 14.2 | 61.6 | 40.4 | – | – | – | –
| 267.1 | 402.8 | 0.1 | 107.6 | 71.5 | 50.5 | 8 3.1 | 41.8 | 2.5 | 45.7

f) Fair value of financial assets and liabilities
IFRS 13 “Fair Value Measurement” requires an analysis of those financial instruments that are
measured at fair value at the end of the year in a fair value hierarchy. In addition, IFRS 13 requires
financial instruments not measured at fair value but for which fair value is disclosed to be analysed
in the same fair value hierarchy:
– Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
– Level 2 – inputs other than quoted prices included within level 1 that are observable for the
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
– Level 3 – inputs for the asset or liability that are not based on observable market data
(i.e. unobservable inputs).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
141TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
20 Financial risk management continued
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s
financial instruments that are carried in the financial statements.

|  |  | 2025 |  | 2024
| Fair value | Carrying | Fair | Carrying | Fair
£million | hierarchy | value | value | value | value
Held at amortised cost |  |  |  |  |
Cash and cash equivalents | n/a | 38.7 | 38.7 | 69.2 | 69.2
Trade receivables | n/a | 70.1 | 70.1 | 76.3 | 76.3
Trade and other payables | n/a | (81.9) | (81.9) | (92.7) | (92.7)
Borrowings (excluding unsecured loan notes) | 2 | (13.9) | (13.9) | (74.2) | (74.2)
Unsecured loan notes | 3 | (75.0) | (69.3) | (75.0) | (66.0)
Held at fair value |  |  |  |  |
Derivative financial instruments (assets) | 2 | 2.7 | 2.7 | 0.7 | 0.7
Derivative financial instruments (liabilities) | 2 | (0.6) | (0.6) | ( 7.8) | (7.8)

The fair value of the financial assets and liabilities are included at the amount at which the
instrument could be exchanged in a current transaction between willing parties, other than in a
forced or liquidation sale. The following methods and assumptions were used to estimate the fair
values:
– cash and cash equivalents, trade and other receivables, trade and other payables approximate
to their carrying amounts largely due to the short-term maturities of these instruments;
– the fair value of borrowings is estimated by discounting future cash flows using rates currently
available for debt and remaining maturities;
– the fair value of derivative financial instrument assets (£2.7 million) and liabilities (£0.6 million)
are estimated by discounting expected future cash flows using current market indices such as
yield curves and forward exchange rates over the remaining term of the instrument (level 2); and
– the fair value of unsecured loan notes has been derived from available market data for
borrowings of similar terms and maturity period.
g) Capital management
The overriding objectives of the Group’s capital management policy are to safeguard and support
the business as a going concern through the business cycle and to maintain an optimal capital
structure by reducing the Group’s overall cost of capital. The Board considers equity shareholders’
funds as capital.
The Group maintains a balance between availability of funding and maximising investment return
on cash balances through the use of short-term cash deposits, credit facilities and longer-term
debt instruments, and management regularly reviews the funding requirements of the Group.
Dividends are paid when the Board consider it appropriate to do so, taking into account the
availability of funding.
The Group has net debt of £64.7 million (2024: £97.4 million). Included within the debt facilities are
certain financial covenants related to IFRS (excluding IFRS 16 update, and after the application of
other covenant defined adjustments) net debt divided by adjusted EBITDA.
Adjusted EBITDA is EBITDA adjusted to exclude the items not included within adjusted operating
profit/net finance charges for which compliance certificates are produced on a 12-month rolling
basis every half year. All financial covenants were fully complied with during the year and up to the
date of approval of the financial statements.
21 Retirement benefit schemes
Defined contribution schemes
The Group operates 401(k) plans in North America and defined contribution arrangements in the
rest of the world. The assets of these schemes are held independently of the Group and are not on
its balance sheet. The total contributions charged by the Group in respect of defined contribution
schemes were £3.3 million (2024: £3.3 million).
Defined benefit schemes
At 31 December 2025 the Group operated one defined benefit schemes in the UK (the TT Group
(1993) Pension Scheme) and one unfunded overseas defined benefit scheme in the USA. These
schemes are closed to new members and the UK scheme is closed to future accrual.
The TT Group scheme commenced in 1993 and increased in size in 2006, 2007 and 2019 through
the mergers of former UK schemes following a number of acquisitions. The parent company is the
sponsoring employer in the TT Group scheme. The TT Group scheme is governed by TTG Pension
Trustees Limited (the “Trustee”) that has control over the operation, funding and investment
strategy in consultation with the Group.
The liabilities of the TT Group Scheme have been fully insured under a bulk annuity insurance
contract (a “buy-in policy”) since 2022 and there is no requirement for any further contributions
to be paid to the Scheme. The insurer will pay into the Scheme cash matching the benefits
covered by the policy which are due to members.
The Trustee is of the opinion that this investment decision is appropriate, reduces the risks in the
Scheme and provides additional security for the benefits due to members of the Scheme. The
Trustee continues to be responsible for running the Scheme and retains the legal obligation for the
benefits provided under the Scheme.
As the buy-in policy is a qualifying insurance asset, the fair value of the insurance policy is deemed
to be the present value of the obligations that have been insured. The policy secured matches the
benefits due to Scheme members under the Scheme’s Trust Deed and Rules.
The Trustees formally triggered the wind-up of the Scheme on 31 March 2025 and are expected
to complete the buy-out transaction with the insurer and wind-up in 2026.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
142 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
21 Retirement benefit schemes continued
In December 2025 an amount of £1.2 million was paid to the Group by the TT Group Scheme
relating to an adjustment to the withheld tax on the prior years’ refunds from scheme surplus.
As at 31 December 2025, this amount has been included in tax provisions (note 7). In the prior year
a £15.0 million refund of the surplus was paid to the group out of scheme assets by the Trustee
(£11.2 million net of tax due, which was paid by the Scheme).
Since the assets of the Scheme were greater than the premium required to secure the liabilities through
the buy-in, the Scheme is in a net asset position at 31 December 2025 of £8.6 million (with £7.4 million
recognised on the consolidated balance sheet due to the impact of IFRIC 14 described below).
The Group is not exposed to any unusual, entity specific or scheme specific risks, but given the
material nature of the TT Group scheme, the Group has developed a comprehensive strategy
covering the following areas to manage the financial risk associated with it:
– Maintaining a long-term working partnership with the Trustee to ensure strong governance of
risks within the TT Group scheme. The TT Group scheme is a long-term undertaking and is
managed accordingly, in order to provide security to members’ benefits and value for money
to the Group.
– The Scheme’s investment strategy has been assessed as being low risk as the insured asset
matches changes in the assessed value of the Schemes liabilities due to changes in interest
rates, inflationary expectations and longevity expectations. The buy-in policy therefore matches
the term and nature of the liabilities.
The weighted average duration of the TT Group scheme defined benefit obligation is around
10 years.
UK legislation requires the Trustee to carry out a statutory funding valuation at least every three
years and to target full funding against a basis that prudently reflects the TT Group scheme’s risk
exposure. The last triennial valuation of the TT Group scheme as at April 2022 showed a net
surplus of £45.4 million against the Trustee’s statutory funding objective. As the Scheme has now
triggered wind-up, there is no longer a statutory requirement for the Trustee to conduct full
triennial valuations. This exemption is subject to the Trustee receiving annual solvency estimates.
In January 2024, the Trustees of the BI technologies Corporation Retirement Plan, one of the US
defined benefit schemes in the USA, completed a buy-out, extinguishing all remaining gross
liabilities. A final payment of £1.8 million was made and a settlement cost of £0.2 million was
recognised within items excluded from adjusted operating profit as a result of this exercise.
An analysis of the pension surplus/(deficit) by scheme is shown below

£million | 2025 | 2024
TT Group (1993) surplus | 8.6 | 7.1
Effect of asset ceiling (IFRIC 14) | (1.2) | –
TT Group (1993) recognised surplus | 7.4 | 7.1
USA scheme | (1.3) | (1.5)
Net surplus | 6.1 | 5.6

Given the nature of the Group’s control of the TT Group under the Scheme rules, the Group
considers that it has an unconditional right to refund of surplus in the event of the Scheme’s
wind-up subject only to a limitation for the ongoing expenses of running and completing the wind
up of the scheme which are expected to be £1.2 million as at 31 December 2025 as these
expenses are now met from the remaining Scheme assets. The pension surplus has therefore
been limited by £1.2 million under IFRIC 14, with the restriction recognised in other comprehensive
income.
Following the decision by the Court of Appeal to uphold the High Court’s ruling in Virgin Media Ltd
vs NTL Pension Trustees II, the Company has commenced the process of investigation into
identifying the potential impact to benefits and the associated accounting liabilities for the defined
benefit pensions schemes within the Group. On 5 June 2025 the UK Government announced its
intention to introduce legislation to give affected pension schemes the ability to retrospectively
obtain written actuarial confirmation that historic benefit changes met the necessary statutory
standards. This proposed legislation is intended to allow pension scheme trustees and sponsoring
employers to validate historic amendments that might otherwise be considered invalid solely due
to the absence of contemporaneous actuarial confirmation. As this process is still at an early
stage, the Group is not yet in a position to be able to determine or quantify any potential financial
impacts of any possible challenges to historic changes affecting these schemes.
The principal assumptions used for the purpose of the actuarial valuations for the Group’s primary
defined benefit schemes were as follows:

% | 2025 | 2024
Discount rate | 5.50 | 5.50
Inflation rate (RPI) | 3.10 | 3.30
Increases to pensions in payment (LPI 5% pension increases) | 2.85 | 3.15
Increases to deferred pensions (CPI) | 2.70 | 2.90

The mortality tables applied by the actuaries at 31 December 2025 for the TT Group (1993)
Scheme were S3 tables (‘Middle’ for females) with 108% (male)/104% (female) weighting for
pensioners and 114% (male)/108% (female) weighting for non-pensioners with a 1.5% long-term
rate of improvement in conjunction with the CMI 2024 projection model. The assumptions are
equivalent to life expectancies as follows: Current pensioner aged 65: 86 years (male), 88 years
(female). Future retiree currently aged 45: 88 years (male), 90 years (female).
Risk and sensitivity
Following the buy-in, changes in actuarial assumptions will impact the liabilities and insured asset
to the same extent, with no overall impact on the net reporting position. A decrease in the discount
rate by 0.1% per annum increases the liabilities and assets by approximately £3.3 million.
An increase by 0.1% per annum in the inflation rate increases the liabilities and assets by
approximately £1.9 million. An increase in the life expectancy of 1 year increases the liabilities
and assets by approximately £9.4 million.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
143TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
21 Retirement benefit schemes continued
The sensitivities above consider the impact of the single change shown, with the other
assumptions unchanged. The inflation sensitivities allow for the consequential impact on the
relevant pension increase assumptions. The sensitivity analyses have been determined based on
a method that extrapolates the impact on the defined benefit obligation as a result of reasonable
changes in key assumptions occurring at the end of the reporting period.
The amounts recognised in respect of the pension surplus/deficit in the consolidated balance
sheet are:

£million | 2025 | 2024
Cash and cash equivalents | 8.6 | 7.1
Insured assets | 303.8 | 310.0
Fair value of assets | 312.4 | 317.1
Present value of defined benefit obligation | (305.1) | (311.5)
Net surplus in the schemes | 7.3 | 5.6
Effect of asset ceiling (IFRIC 14) | (1.2) | –
Net surplus recognised in the consolidated balance sheet | 6.1 | 5.6

The schemes’ assets are unquoted unless otherwise stated and do not include the Group’s
financial instruments, any property occupied by, or other assets used by the Group. All of the funds
included in the asset split are pooled investment vehicles for which due diligence has been
completed. We have classified all of the Scheme’s investments other than the cash held at the
custodian, government bonds and the exchange traded funds (ETFs) as unquoted assets.
Amounts recognised in the consolidated income statement are:

£million | 2025 | 2024
Scheme administration costs | (0.5) | (1.0)
Net loss on pension projects (excluded from adjusted operating profit) | (1.9) | (1.3)
Net interest credit | 0.3 | 1.1

Amounts recognised in the consolidated statement of comprehensive income are a gain of £2.8
million (2024: loss of £2.3 million) which comprises; the actual return on scheme assets excluding
interest income, a gain of £2.2 million (2024: loss of £23.4 million), the remeasurement loss of the
schemes obligations of £1.8 million (2024: gain of £21.3 million) and the restriction on the surplus
recognised in accordance with IFRIC 14 of £1.2 million (2024: £nil).
Changes in the present value of the defined benefit obligation are:

£million | 2025 | 2024
Defined benefit obligation at 1 January | 311.5 | 341.3
Past service charge and settlements | – | (1.5)
Interest on obligation | 16.5 | 15.6
Remeasurements: |  |
Effect of changes in demographic assumptions | 1.8 | (0.8)
Effect of changes in financial assumptions | (4.4) | (22.0)
Effect of experience adjustments | 0.8 | 0.3
Benefits paid | (21.0) | (21.5)
Net exchange adjustment | (0.1) | 0.1
Defined benefit obligation at 31 December | 305.1 | 311.5
TT Group (1993) | 303.8 | 310.0
USA scheme | 1.3 | 1.5
| 305.1 | 311.5

Changes in the fair value of the schemes’ assets are:

£million | 2025 | 2024
Fair value of schemes’ assets at 1 January | 317.1 | 363.5
Interest income on defined benefit scheme assets | 16.8 | 16.7
Return on scheme assets, excluding interest income | 2.2 | (23.5)
Contributions by employer | 0.1 | –
Return of pension surplus 1 | – | (15.0)
Pension scheme expenses | (2.8) | (2.0)
Settlements | – | (1.5)
Benefits paid | (21.0) | (21.5)
Net exchange adjustment | – | 0.4
Fair value of schemes’ assets at 31 December | 312.4 | 317.1

1. During 2024 the TT Group (1993) Pension Scheme returned £15.0 million of pension surplus as cash to the Group. This was net of
£3.8 million of tax paid directly by the scheme to HMRC
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
144 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
22 Share capital
Share capital

£million |  | 2025 | 2024
Issued and fully paid |  |  |
178,648,793 | (2024: 177,884,541) ordinary shares of 25p each | 44.7 | 44.5

During the period the Company issued 764,252 ordinary shares as a result of share options being
exercised under the Sharesave scheme and Share Purchase plans.
The performance conditions of the Restricted Share Plan awards issued in 2021, 2022 and 2023
and the Long-term Incentive Plan awards issued in 2021 were met and shares were allocated to
award holders from existing shares held by an Employee Benefit Trust for £nil consideration.
The aggregate consideration received for all share issues during the year was £0.6 million which
was represented by a £0.2 million increase in share capital and a £0.4 million increase in share
premium.
23 Other reserves

| Share Based | Employee | Share |  |  |
| Payment | Benefit | options | Hedging | Merger |
£million | Reserve | Trust | reserve | Reserve | reserve | Total
At 31 January 2023 | 6.3 | (0.6) | 5.7 | 2.8 | 3.4 | 11.9
Share based payment charge | 2.2 | – | 2.2 | – | – | 2.2
Awards made to employees | (1.8) | 1.4 | (0.4) | – | – | (0.4)
Deferred tax on share based payments | (0.2) | – | (0.2) | – | – | (0.2)
Funding of employee benefit trust | – | (1.7) | (1.7) | – | – | (1.7)
Loss on cash flow hedges taken to equity less |  |  |  |  |  |
amounts taken to income statement | – | – | – | (10.2) | – | (10.2)
Deferred tax on movement in cash flow hedges | – | – | – | 2.4 | – | 2.4
At 31 December 2024 | 6.5 | (0.9) | 5.6 | (5.0) | 3.4 | 4.0
Share based payment charge | 2.1 | – | 2.1 | – | – | 2.1
Awards made to employees | (0.9) | 0.9 | – | – | – | –
Deferred tax on share based payments | 0.3 | – | 0.3 | – | – | 0.3
Funding of employee benefit trust | – | (0.1) | (0.1) | – | – | (0.1)
Loss on cash flow hedges taken to equity less |  |  |  |  |  |
amounts recycled to income statement | – | – | – | 8.7 | – | 8.7
Deferred tax on movement in cash flow hedges | – | – | – | (2.0) | – | (2.0)
At 31 December 2025 | 8.0 | (0.1) | 7.9 | 1.7 | 3.4 | 13.0

24 Share-based payment plans
The Company has the following share-based payment plans in operation at 31 December 2025:
– Long-term Incentive Plan (“LTIP”) for senior executives;
– Restricted Share Plan (“RSP”) for certain senior executives; and
– Sharesave plans for UK employees and a Share Purchase plan for US employees
The LTIP and RSP schemes have been classified as equity settled schemes. The terms of the LTIP
and RSP schemes state that the Group has the right to decide how to settle these awards and it is
the Group’s intention to settle these with equity. At the date of vesting the Group will settle the
awards either with new issue shares or shares purchased on the market at an earlier point in time.
The Group offers the employees the option for the Group to settle the tax liability, which the
employee would incur upon receipt of the award, on behalf of the employee with the relevant tax
authority. In this circumstance the Group may choose to pay, in cash, the tax liability due on behalf
of the employee to the tax authority and the employee would receive the remaining value of their
award in equity. In 2025 the Group paid £0.2 million to settle the employees’ tax liabilities (2024:
£0.5 million). The Group estimates that the future cash flows associated with the above would
remain consistent with the 2025 outflows. The Group also offers the employee the option for the
Group to sell the remaining shares on the employees’ behalf and to forward that cash to the
employee, although the Group is not compelled to do so no matter what the employee chooses.
No amounts were incurred in respect of this arrangement in 2025 (2024: £0.1 million). The Group
estimates that the future cashflows associated with the above would remain consistent in future
years with the 2025 outflows. These arrangements do not change the assessment that the
share-based payments are equity settled.
The Sharesave scheme has also been classified as an equity settled scheme. The rules of this
scheme state that the participant must always be paid in equity and that neither party can request
settlement in any other way.
a) Long-term Incentive Plans
Details of the LTIP awards outstanding during the year are as follows:

| 2025 | 2024
| Number of | Number of
| share awards | share awards
At 1 January | 2,009,566 | 2,265,228
Granted | 2,562,961 | 942,323
Forfeited / Lapsed | (722,357) | (679,131)
Exercised / Vested | (262,321) | (518,854)
At 31 December | 3,587,849 | 2,009,566
Exercisable at 31 December | – | –

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
145TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
24 Share-based payment plans continued
During 2025 grants of awards were made under the LTIP for the issue of shares in 2028. An award
is a contingent right to receive shares in the future, subject to continued employment and the
achievement of predetermined performance criteria. The performance targets attached to awards
require the achievement of earnings per share (‘EPS’), total shareholder return (‘TSR’) and
operating cashflow (‘cash’) targets as detailed in the Directors’ Remuneration Report on page 88.
The fair value of the shares was estimated at the grant date using a Monte Carlo simulation model,
considering the terms and conditions upon which the shares were granted. This model simulates
the TSR and compares it against the group of comparator companies. It considers historic
dividends and share price fluctuations to predict the distribution of relative share price
performance.
The table below lists the awards which were made during the year and the inputs to the model:

| Number of | Fair value at | Share price at | Exercise | Expected | Vesting period
Grant date | awards | grant date | grant date | price | volatility | (years)
2025 |  |  |  |  |  |
22 April 2025 | 2,487,204 | 67.3p | 75.0p | £nil | 49% | 3.0
2 June 2025 | 75,757 | 83.4p | 93.0p | £nil | 49% | 3.0
2024 |  |  |  |  |  |
11 March 2024 | 942,323 | 132.8p | 150.0p | £nil | 37% | 3.0

The award of shares is not affected by the risk-free rate of interest since no investment is required
by the recipient, and therefore no interest could be earned elsewhere. Expected volatility is based
on historical share price movements.
The performance conditions of the LTIP grants made in 2022 that reached the end of their
performance periods in 2025 were partially met and shares were allocated to award holders
from existing shares held by an Employee Benefit Trust for £nil consideration.
b) Restricted Share Plan
During the year the Group granted 1,732,868 shares (2024: 1,047,446) under the restricted plan.
Awards are typically subject to continuing employment with no other vesting criteria.
Details of the restricted share plan awards outstanding during the year are as follows:

| 2025 | 2024
| Number of | Number of
| share awards | share awards
At 1 January | 2,619,990 | 2,910,500
Granted | 1,732,868 | 1,047,446
Forfeited/Lapsed | (499,586) | (1,089,928)
Exercised/Vested | (686,003) | (248,028)
At 31 December | 3,167,269 | 2,619,990

During the year 190,164 (2024: 77,800) notional RSP share awards were granted to senior
managers which will ultimately be settled in cash.
The performance conditions of the RSP grants made in 2021 and 2022 that reached the end of
their performance periods in 2025 were partially met and shares were allocated to award holders
from existing shares held by an Employee Benefit Trust for £nil consideration.
The table below lists the awards which were made during the year the inputs to the model:

| Number of | Fair value at | Share price at | Exercise | Expected | Vesting period
Grant date | awards | grant date | grant date | price | volatility | (years)
2025 |  |  |  |  |  |
22 April 2025 | 1,676,050 | 75.0p | 75.0p | £nil | 49% | 3.0
2 June 2025 | 56,818 | 93.0p | 93.0p | £nil | 49% | 3.0

| Number of | Fair value at | Share price at | Exercise | Expected | Vesting period
Grant date | awards | grant date | grant date | price | volatility | (years)
2024 |  |  |  |  |  |
22 April 2025 | 1,047,4 46 | 150.0p | 150.0p | £nil | 37% | 3.0

All of the above awards are subject to continuing employment with the Group.
c) Sharesave schemes
The Group operates a Sharesave scheme for participating employees in the UK under a three-year
plan. Employees may purchase the Group’s shares at a 20% discount to the market price on the
day prior to the commencement of the offer up to a maximum contribution value of £6,000 in any
one year. Monthly contributions are saved with Lloyds Bank plc, via Equiniti Ltd, the Registrars,
in the employee’s share savings plan and will only be released to employees who remain in the
Group’s employment for a period of three years from commencement of the savings contract.
Options become exercisable on completion of the three-year term or within six months of leaving
in certain circumstances. All Sharesave scheme awards are accounted for as equity settled.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
146 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
24 Share-based payment plans continued
Details of the save as you earn share plan awards outstanding during the year are as follows:

| 2025 | 2024
| Number of | Number of
| share awards | share awards
At 1 January | 2,512,083 | 3,451,965
Granted | 1,427,897 | 564,005
Forfeited / Lapsed | (939,431) | (1,239,891)
Exercised | (214,169) | (263,996)
At 31 December | 2,786,380 | 2,512,083
Exercisable at 31 December | 542,440 | 216,873

The fair value of the shares at grant date was as follows:

|  |  |  | Options
Date price set | Market price | Option price | Fair value | outstanding
06 September 2022 | 149.3p | 119.5p | 67.5p | 512,929
05 September 2023 | 174.1p | 139.4p | 66.5p | 491,042
03 September 2024 | 158.6p | 126.9p | 20.0p | 367,808
17 October 2025 | 111.2p | 89.0p | 39.0p | 1,414,601

The Group operates a Stock Purchase Plan for participating US employees. Under the plan
employees may purchase the Group’s shares at a 15% discount to the market price at the date of
acquisition, up to a maximum of $6,500 per annum. Employees save on a monthly basis and
shares are purchased each quarter.
The total share-based payment charge for the year excluding a social security credit of £0.1 million
(2024: £nil) arising from the above share scheme plans was £2.1 million (2024: £2.2 million).
25 Reconciliation of net cash flow to movement in net debt
Net cash of £38.6 million (2004: £69.1 million) comprises cash at bank and in hand of £38.7 million
(2024: £69.2 million) and overdrafts of £0.1 million (2024: £0.1 million).

|  | Lease |  |
£million | Net cash | liabilities | Borrowings | Net debt
At 31 December 2023 | 76.5 | (20.8) | (181.9) | (126.2)
Cash flow | (4.1) | – | – | (4.1)
Disposals of business | (3.6) | 2.6 | – | (1.0)
Repayment of borrowings | – | – | 49.2 | 49.2
Proceeds from borrowings | – | – | (15.1) | (15.1)
Net movement in loan arrangement fees | – | – | (0.2) | (0.2)
Payment of lease liabilities | – | 4.2 | – | 4.2
New leases | – | (3.0) | – | (3.0)
Exchange differences | 0.3 | (0.3) | (1.2) | (1.2)
At 31 December 2024 | 69.1 | (17.3) | (149.2) | (97.4)
Cash flow | (28.6) | – | – | (28.6)
Repayment of borrowings | – | – | 59.1 | 59.1
Net movement in loan arrangement fees | – | – | (1.1) | (1.1)
Payment of lease liabilities | – | 3.8 | – | 3.8
New leases | – | (1.9) | – | (1.9)
Exchange differences | (1.9) | 1.0 | 2.3 | 1.4
At 31 December 2025 | 38.6 | (14.4) | (88.9) | (64.7)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
147TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
26 Changes in liabilities arising from financing activities

|  |  | Liabilities
|  |  | arising from
| Lease |  | financing
£million | liabilities | Borrowings | activities
At 31 December 2023 | (20.8) | (181.9) | (202.7)
Cash movements |  |  |
Cash flows | 4.9 | 44.0 | 48.9
Non-cash movements |  |  |
Disposals of business | 2.6 | – | 2.6
Interest accrued | (0.7) | (9.9) | (10.6)
Net movement in loan arrangement fees | – | (0.2) | (0.2)
New leases | (3.0) | – | (3.0)
Exchange differences | (0.3) | (1.2) | (1.5)
At 31 December 2024 | (17.3) | (149.2) | (166.5)
Cash movements |  |  |
Cash flows | 4.4 | 66.2 | 70.6
Non-cash movements |  |  |
Interest accrued | (0.6) | ( 7.1) | (7.7 )
Net movement in loan arrangement fees | – | (1.1) | (1.1)
New leases | (1.9) | – | (1.9)
Exchange differences | 1.0 | 2.3 | 3.3
At 31 December 2025 | (14.4) | (88.9) | (103.3)

27 Contingent liabilities
The Group is subject to claims which arise in the ordinary course of business. Other than those
for which provisions have been made and included within note 18, the Directors consider the
likelihood of any other claims giving rise to a significant liability to be remote.
28 Capital commitments

£million | 2025 | 2024
Contractual commitments for the purchase of property, plant and equipment | 1.6 | 0.6

29 Leases
The total cash outflow for leases is £4.4 million (2024: £4.9 million) comprising lease repayments
of £3.8 million (2024: £4.2 million) and interest on lease liabilities of £0.6 million (2024: £0.7 million).
Interest on lease liabilities is shown in note 4, the maturity of the lease liabilities is shown in note
20(e) and the corresponding assets to which the lease liabilities relate are shown in note 11.
30 Related party transactions
Transactions between the Company and its subsidiaries have been eliminated on consolidation
and are not disclosed in this note.
No related party transactions have taken place in 2025 or 2024 that have affected the financial
position or performance of the Group.
Key management personnel and Directors’ emoluments are disclosed in note 10.
31 Subsequent events
In January 2026 the Group entered negotiations with the RCF providers to extend the maturity
date. These negotiations concluded in March 2026 and resulted in a committed RCF of £105.0
million maturing in June 2028. The amendment includes changes to the pricing arrangements
however covenant levels remain the same. As the amendment occurred after the reporting date,
it has been treated as a non-adjusting event after the reporting period.
In February 2026 the Group commenced a cost reduction programme expected to deliver
approximately £3.0 million net benefit in 2026, with a medium-term annualised benefit double this
level, supporting ongoing margin improvement.
In March 2026 the Group announced a reorganisation of its segments into a divisional structure
of Power, EMS and Components, which better aligns the business to our customers, markets and
operations.
32 Five year record

|  |  | 2023 | 2022 |
£million (unless otherwise stated) | 2025 | 2024 | Restated | Restated | 2021
Revenue | 481.4 | 521.1 | 613.9 | 617.0 | 476.2
Operating (loss)/profit | (28.2) | (23.5) | 3.0 | (3.4) | 19.3
Adjusted operating profit 1 | 37.2 | 37.1 | 47.1 | 47.1 | 34.8
(Loss)/profit before taxation | (36.7) | (33.4) | (6.8) | (10.1) | 16.0
Adjusted profit before taxation 1 | 28.7 | 27.2 | 37.3 | 40.4 | 31.5
(Loss) / earnings | (50.6) | (53.4) | (11.3) | (13.2) | 12.8
Adjusted earnings 1 | 12.3 | 19.5 | 29.3 | 32.0 | 25.3
(Loss)/ earnings per share (pence) | (28.5) | (30.2) | (6.4) | (7.5) | 7.3
Adjusted earnings per share (pence) 1 | 6.9 | 11.0 | 16.7 | 18.2 | 14.5
Dividends – paid and proposed 2 | – | 4.0 | 12.0 | 11.1 | 9.9
Dividend per share – paid and proposed (pence )2 | – | 2.3 | 6.8 | 6.3 | 5.6
Average number of shares in issue | 177.8 | 176.9 | 175.6 | 175.8 | 174.8
Net debt 3 | 64.7 | 97.4 | 126.2 | 138.4 | 102.5
Total equity | 147.5 | 194.9 | 265.5 | 296.5 | 330.0

1. Adjusted operating profit, profit before taxation, adjusted earnings and adjusted earnings per share exclude the impact of
restructuring costs, asset impairments and acquisition and disposal related costs.
2. 2025 shows the cashflows/value of the 2025 dividend. 2024 and before shows the cashflows/value of the actual dividends relating
to that particular year.
3. Net debt in 2023 includes cash and overdrafts within assets and liabilities held for sale
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
continued
148 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
£million Note 2025 2024
Non-current assets
Right-of-use assets 2 0.1 0.2
Property, plant and equipment 2 0.1 0.2
Intangible assets 2 0.3 0.5
Investments 3 124.6 124.6
Deferred tax asset 11 1.3 1.4
Pensions 10 7.4 7.1
Debtors 4 132.2 179.5
Total non-current assets 266.0 313.5
Current assets
Debtors 4 19.3 33.1
Cash and cash equivalents 1.5 0.7
Total current assets 20.8 33.8
Current liabilities
Lease liabilities 6 0.1 0.2
Creditors 5 33.4 101.7
Total current liabilities 33.5 101.9
Net current liabilities 12.7 68.1
Non-current liabilities
Lease liabilities 6 – 0.1
Deferred tax liability 11 1.9 1.8
Total non-current liabilities 1.9 1.9
Net assets 251.4 243.5
Capital and reserves
Called up share capital 7 44.7 44.5
Share premium account 7 25.0 24.6
Share options reserve 8 8.0 5.7
Merger reserve 3.4 3.4
Profit and loss account 9 170.3 165.3
Shareholders’ funds 251.4 243.5
The Company reported a profit for the financial year ended 31 December 2025 of £3. 3 million
(2024: loss of £32.0 million).
Approved by the Board of Directors on 24 March 2026 and signed on their behalf by:
Eric Lakin Richard Webb
Director Director
£million
Share
capital
Share
premium
Merger
reserve
Share options
reserve
Profit and loss
account Total
At 1 January 2023 44.3 24.0 3.4 5.8 208.7 286.2
Loss for the year – – – – (32.0) (32.0)
Other comprehensive income
Remeasurement of defined benefit
pension schemes – – – – (2.3) (2.3)
Tax on remeasurement of defined
benefit pension schemes – – – – 3.1 3.1
Total comprehensive loss – – – – (31.2) (31.2)
Transactions with owners recorded
directly in equity
Dividends paid by the Company – – – – (12.2) (12.2)
Share-based payments – – – 2.2 – 2.2
Deferred tax on share-based
payments – – – (0.2) – (0.2)
Payments to fund employee benefit
trust – – – (2.1) – (2.1)
New shares issued 0.2 0.6 – – – 0.8
At 31 December 2024 44.5 24.6 3.4 5.7 165.3 243.5
Profit for the year – – 3.3 3.3
Other comprehensive income/(loss) – –
Remeasurement of defined benefit
pension schemes – – – – 2.8 2.8
Tax on remeasurement of defined
benefit pension schemes – – – – (1.1) (1.1)
Total comprehensive loss – – 5.0 5.0
Transactions with owners recorded
directly in equity – –
Share-based payments – – – 2.1 – 2.1
Deferred tax on share-based
payments – – – 0.3 – 0.3
Payments to fund employee benefit
trust – – – (0.1) – (0.1)
New shares issued 0.2 0.4 – – – 0.6
At 31 December 2025 44.7 25.0 3.4 8.0 170.3 251.4
COMPANY STATEMENT OF FINANCIAL POSITION
at 31 December 2025
COMPANY STATEMENT OF CHANGES IN EQUITY
for year ended 31 December 2025
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
149TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
1 Material accounting policies
a) Basis of preparation
The financial statements of TT Electronics plc (the “Company”) were prepared in accordance
with Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”).
In preparing these financial statements, the Company applies the recognition, measurement and
disclosure requirements of International Financial Reporting Standards, but makes amendments
where necessary in order to comply with Companies Act 2006 and has set out below where
advantage of the FRS 101 disclosure exemptions has been taken.
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;
– disclosures in respect of transactions with wholly owned subsidiaries;
– disclosures in respect of capital management;
– the effects of new but not yet effective IFRSs;
– disclosures in respect of the compensation of key management personnel;
– comparable movement tables for tangible and intangible fixed assets; and
– disclosures in respect of leases
The accounting policies set out in note 2 of the Consolidated financial statements have, unless
otherwise stated, been applied in the preparation of the Company financial statements.
Change in accounting policy
There have been no changes to accounting policies during the year. Adoption of new and
amendments to published standards and interpretations effective for the Group for the year ended
31 December 2025 did not have any impact on the financial position or performance of the Group.
b) Critical accounting judgements and key sources of estimation uncertainty
During the year there were no judgements made by the Directors, in the application of the adopted
accounting policies, deemed to have a significant effect on the financial statements nor were there
any estimates deemed to carry a significant risk of material adjustment in the next year.
Details of the Directors’ assessment of the Company’s ability to continue in operational existence
for at least twelve months from the date of signing these financial statements are shown in note 1
of the Consolidated financial statements and in the Governance and Directors’ Report on page 97.
c) Investments
Non-current investments in subsidiaries are carried at cost less provision for impairment.
d) Own shares held by Employee Benefit Trust
Transactions of the Company-sponsored Employee Benefit Trust are treated as being those
of the Company and are therefore reflected in the Company’s financial statements. In particular,
the Trust’s purchases of shares in the Company are debited directly to equity.
2 Non-Current Assets
£million
Intangible
Assets
Plant,
equipment and
vehicles
Right-of-use
assets
Cost
At 1 January 2024 18.4 1.2 1.1
At 31 December 2024 18.4 1.2 1.1
Additions – – 0.1
At 31 December 2025 18.4 1.2 1.2
Depreciation
At 1 January 2024 17.6 0.9 0.7
Depreciation charge 0.3 0.1 0.2
At 31 December 2024 17.9 1.0 0.9
Depreciation charge 0.2 0.1 0.2
At 31 December 2025 18.1 1.1 1.1
Net book value
At 31 December 2025 0.3 0.1 0.1
At 31 December 2024 0.5 0.2 0.2
Intangible assets solely relate to software.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
150 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
3 Investments
£million Subsidiary undertakings
Cost
At 1 January 2024 252.0
Disposals (48.6)
At 31 December 2024 203.4
At 31 December 2025 203.4
Provisions
At 1 January 2024 125.6
Disposals (46.8)
At 31 December 2024 78.8
At 31 December 2025 78.8
Net book value
At 31 December 2025 124.6
At 31 December 2024 124.6
As at 31 December 2025, the Group’s market capitalisation was lower than the Company’s net
assets. This was considered by the Directors to be an indicator of impairment under IAS 36 and
so the Directors performed an impairment assessment of the Company’s investments in
subsidiary undertakings (note 3) and amounts owed by subsidiary undertakings (note 4).
The recoverable amount of these assets was determined using a value in use model based on
discounted cash flow projections derived from Board approved forecasts of the underlying
subsidiaries.
The assessment demonstrated that the recoverable amount exceeded the carrying value of
the relevant assets at the reporting date and therefore no impairment charge was recognised.
The recoverable amount of investments and amounts owed by subsidiary undertakings is further
supported by an offer to purchase the Company for £287 million which is higher than the
Company’s net asset value.
During the prior year the Company disposed of its investments in ‘TT Electronics IoT Solutions
Limited’, and ‘TTG Properties Ltd’ as part of the divestment of three business units to Cicor Group.
The Company’s subsidiary undertakings and their locations are shown in note 14. Shareholdings
are held indirectly for all principal operating subsidiary undertakings.
4 Debtors
£million 2025 2024
Current debtors
Amounts owed by subsidiary undertakings 17.5 31.0
Prepayments 1.4 1.5
Other receivables 0.4 0.6
Income tax receivable – –
Total current debtors 19.3 33.1
Non-current debtors
Amounts owed by subsidiary undertakings 132.2 179.5
Total non-current debtors 132.2 179.5
Total 151.5 212.6
‘Amounts owed by subsidiary undertakings’ have been considered for impairment using the
12months expected credit loss model because there was no change in credit risk since initial
recognition. The expected credit loss is considered immaterial because the probability of non-
payment when the Company chooses to call in the debtor is negligible.
As at 31 December 2025 £132.2 million (2024: £179.5 million) of debtors have been classified
as non-current due to management’s expectation that these will not be settled within 12 months.
5 Creditors
£million 2025 2024
Current liabilities
Trade creditors 0.4 2.0
Amounts owed to subsidiary undertakings 22.5 91.0
Taxation and social security 1.5 4.4
Provisions 0.5 0.4
Accruals 8.5 3.9
Total current liabilities 33.4 101.7
Provisions of £0.5 million comprise £0.2 million in relation to costs from prior restructuring
activities and £0.3 million in relation to claims made against the Company.
6 Lease obligations
£million
Current lease
liabilities
Non-current
lease liabilities Total
At 31 December 2024 0.2 0.1 0.3
Capital repayments (0.1) (0.1) (0.2)
At 31 December 2025 0.1 – 0.1
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
151TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
7 Share capital
£million 2025 2024
Issued, called up and fully paid
178,648,793 (2024: 177,884,541) ordinary shares of 25p each 44.7 44.5
During the period the Company issued 764,252 0rdinary shares as a result of share options being
exercised under the Sharesave scheme and Share Purchase plans.
The performance conditions of the Restricted Share Plan awards issued in 2021, 2022 and 2023
and the Long-term Incentive Plan awards issued in 2021 were met and shares were allocated to
award holders from existing shares held by an Employee Benefit Trust for £nil consideration.
The aggregate consideration received for all share issues during the year was £0.6 million which
was represented by a £0.2 million increase in share capital and a £0.4 million increase in share
premium.
8 Share-based payments
Details of share-based payments are shown in note 24 of the Consolidated financial statements.
Any charge associated with share-based payments made to employees of subsidiaries are
recharged out to the relevant subsidiaries within the same financial year
9 Profit for the year
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present
its profit and loss account for the year. The Company reported a profit for the financial year ended
31 December 2025 of £3.3 million (2024: loss of £32.0 million). The auditor’s remuneration for
audit services is disclosed in note 5 to the Consolidated financial statements.
10 Pension schemes
Defined benefit scheme
The liabilities of the TT Group Scheme have been fully insured under a bulk annuity insurance
contract (a “buy-in policy”) since 2022 and there is no requirement for any further contributions
to be paid to the Scheme. The insurer will pay into the Scheme cash matching the benefits
covered by the policy which are due to members.
The Trustee is of the opinion that this investment decision is appropriate, reduces the risks in
the Scheme and provides additional security for the benefits due to members of the Scheme.
The Trustee continues to be responsible for running the Scheme and retains the legal obligation
for the benefits provided under the Scheme.
As the buy-in policy is a qualifying insurance asset, the fair value of the insurance policy is deemed
to be the present value of the obligations that have been insured. The policy secured matches
the benefits due to Scheme members under the Scheme’s Trust Deed and Rules.
The Trustees formally triggered the wind-up of the Scheme on 31 March 2025 and are expected
to complete the buy-out transaction with the insurer and wind-up in 2026.
In December 2025 an amount of £1.2 million was paid to the Group by the TT Group Scheme
relating to an adjustment to the withheld tax on the prior years’ refunds from scheme surplus. As
at 31 December 2025, this amount has been included in tax provisions (note 7 of the consolidated
Group accounts). In the prior year a £15.0 million refund of the surplus was paid to the group out of
scheme assets by the Trustee (£11.2 million net of tax due, which was paid by the Scheme).
Since the assets of the Scheme were greater than the premium required to secure the liabilities
through the buy-in, the Scheme is in a net asset position at 31 December 2025 of £7.4 million.
The last triennial valuation of the TT Group scheme as at April 2022 showed a net surplus of
£45.4 million against the Trustee’s statutory funding objective.
Defined contribution scheme
The Company operates a Group personal pension plan for employees and pays contributions to
administered pension insurance plans. The Company has no further payment obligation once the
contributions have been paid. Payments to the defined contribution scheme are charged as an
expense as they are incurred. The total contributions charged by the Company including employee
salary exchange contributions in respect of the year ended 31 December 2025 were £0.8 million
(2024: £0.6 million).
11 Deferred tax
The deferred tax asset of £1.3 million (2024: £1.4 million) comprises £0.8 million asset in respect of
share-based payments (2024: £0.3 million asset) the movement on which has been recognised in
equity (£0.3 million) and the income statement (£0.2 million) and £0.5 million in respect of non-current
assets (2024: £1.1 million asset), the movement on which was recognised in the income statement.
The deferred tax liability of £1.9 million (2024: £1.8 million) is in respect of the pension asset, the
movement in which has been recognised in equity (debit to equity of £1.1 million) and the income
statement (credit to income statement of £1.0 million).
12 Employee information
The average number of full-time equivalent employees (including Directors) during the year was 111.
13 Related party transactions
During 2025 and 2024, the Company did not have any related party transactions other than with
wholly owned subsidiaries.
14 Subsequent events
In March 2026 TT Electronics Plc made a £110.9 million capital contribution into its 100% owned
subsidiary TT Electronics Group Holdings Limited..
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
152 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
15 Subsidiary undertakings
The following entities are 100% owned with only ordinary shares in issue, unless otherwise stated.
The country of incorporation matches the country in which the registered office/principal place of
business is located.
Name of subsidiary undertaking
Registered office/principal
place of business
TT Electronics Integrated Manufacturing Services (Suzhou) Co., Ltd (1)
TT Electronics SAS (2)
TT Electronics GmbH (3)
TT Electronics Srl (4)
BI Technologies Corporation SDN BHD (ordinary and preference shares) (5)
BI Technologies S.A. de C.V. (6)
Optron de Mexico S.A. de C.V. (7)
TT Electronics Asia Pte Ltd (8)
TT Electronics Sweden AB (9)
AB Connectors Limited (10)
AB Electronic Components Limited (11)
Abtest Limited
2
(11)
Aero Stanrew Group Limited (ordinary and preference shares)
1,2
(12)
Aero Stanrew Limited (12)
Automotive Electronic Systems Limited
1
(11)
BI Technologies Limited
2
(11)
Commendshaw Limited
2
(11)
Controls Direct Limited
2
(11)
Crystalate Electronics Limited (11)
Dale Electric International Limited
1,2
(11)
Deltight Washers Limited
2
(11)
Ferrus Power Limited
2
(11)
Fox Industries Limited
2
(11)
Hale End Holdings Limited
2
(11)
Kingslo Limited
2
(11)
KRP Power Source (UK) Limited
2
(11)
Linton and Hirst Group Limited
2
(11)
Midland Electronics Limited (11)
MMG Linton and Hirst Limited
2
(11)
Nulectrohms Limited
2
(11)
15 Subsidiary undertakings continued (11)
Stadium Zirkon UK Limited
2
(11)
The Brearley Group Limited
2
(11)
Name of subsidiary undertaking
Registered office/principal
place of business
TT Asia Holdings Limited (11)
TT Automotive Electronics Limited
2
(11)
TT Electronics (Norwich) Limited
2
(11)
TT Electronics (Woking) Limited
2
(11)
TT Electronics Electrical Holdings Limited
2
(11)
TT Electronics Europe Limited
1,2
(11)
TT Electronics Fairford Limited (13)
TT Electronics Group Holdings Limited
1
(11)
TT Electronics Holdco Limited (11)
TT Electronics IGT Limited (11)
TT Electronics Power Limited
2
(11)
TT Electronics Power Solutions (UK) Limited (11)
TT Electronics Wireless Devices Limited
2
(11)
TT Electronics Wireless Limited
2
(11)
TT Group Limited
2
(11)
TT Power Solutions Limited
2
(11)
TTE Trustees Limited
1,2
(11)
TTG Investments Limited
1
(11)
TTG Nominees Limited
1,2
(11)
TTG Pension Trustees Limited
1,2
(11)
Valuegolden Limited
2
(11)
Welwyn Components Limited (13)
Welwyn Electronics Limited
2
(11)
Wolsey Comcare Limited
2
(11)
Zirkon Holdings Limited
2
(11)
AB Interconnect, Inc. (14)
Apsco Holdings, Inc (15)
BI Technologies Corporation (15)
Cletronics N.A. Inc, (15)
International Resistive Company Inc (15)
International Resistive Company of Texas, LLC (16)
Optek Technology Inc. (15)
Power Partners, Inc. (17)
Precision, Inc. (19)
Torotel Products, Inc. (20)
Torotel, Inc. (20)
TT Electronics Global Manufacturing Solutions (Mexico), Inc. (16)
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
153TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
Name of subsidiary undertaking
Registered office/principal
place of business
TT Electronics Integrated Manufacturing Services, Inc. (21)
TT Electronics Power Solutions (US), Inc. (16)
TT Group Industries, Inc. (16)
(1) 158-24 Hua Shan Road, Snd Suzhou, 215129, China
(2) 4 place Louis Armand, 75012 Paris, France
(3) Max-Lehner-Strasse 31, 85354, Freising, Germany
(4) Via Santa Redegonda N. 11, Milano, Italy
(5) Lot 6.05, Level 6, KPMG tower, 8 First Avenue, Bandar Utama 47800 Petaling Jaya, Selangor,
Darul Ehsan, Malaysia
(6) Ave Circulo de la Amistad No.102, Parque Industrial Mexicali IV, Mexico
(7) Ave Rio Bravo 1551-a, Parque Industrial Rio Bravo, CD. Juarez Chihuahua, Mexico
(8) 2 Shenton Way, #18-01 SGX Centre 1, 068804, Singapore
(9) Gullfossgatan 3, 164 40 Kista, Sweden
(10) Abercynon, Mountain Ash, Rhondda Cynon Taff, CF45 4SF, Wales
(11) Fourth Floor, St Andrews House, West Street, Woking, Surrey, GU21 6EB, England
(12) Unit 1 Gratton Way, Roundswell Business Park, Barnstaple, Devon, EX31 3AR, England
(13) London Road, Fairford, Gloucestershire, GL7 4DS, England
(14) Welwyn Electronics Park, Bedlington, Northumberland, NE22 7AA, England
(15) Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808, United States
(16) CT Corporation System, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801,
United States
(17) Corporation Service Company, 211 East 7th Street, Suite 620, Austin, TX 78701-3218, United
States
(18) 155 Northboro Road, Suite #9, Southborough, MA 01772, USA
(19) 1700 Freeway Boulevard, Minneapolis, MN 55430, United States
(20) 520 N Rogers Road, Olathe, KS66062, United States
(21) CT Corporation System, 4400 Easton Commons Way, Suite 125, Columbus, OH43219, United
States
1. Shares held directly by TT Electronics plc
2. Dormant UK subsidiary
UK Registered Subsidiaries exempt from audit
The following UK subsidiaries will take advantage of the audit exemption set out within section
479A of the Companies Act 2006 for the year ended 31 December 2025. The following entities
are 100% owned and have a single class of ordinary share with a nominal value of £1, unless
otherwise stated. All subsidiaries below are registered at Fourth floor, St Andrews House, West
Street, Woking GU21 6EB, United Kingdom.
Name of subsidiary undertaking Company number
AB Electronic Components Limited 578077
Automotive Electronic Systems Limited
1
1518303
Crystalate Electronics Limited 691591
Midland Electronics Limited 675333
TT Asia Holdings Limited 2464046
TT Electronics Group Holdings Limited
1, 2
299275
Semelab Limited 6649272
Ferrus Power Limited 2601096
Fox Industries Limited 2098754
Hale End Holdings Limited
3
2353285
Kingslo Limited 1830552
KRP Power Source (UK) Limited 888113
TT Electronics Electrical Holdings Limited
4
459656
TT Electronics (Woking) Limited 7249966
TT Electronics Power Limited 2844194
TT Electronics United Wireless Limited 7030729
TT Electronics Wireless Devices Limited
3
645215
Stadium Zirkon UK Limited 2126710
TT Electronics (Norwich) Limited 2270716
Valuegolden Limited 2604168
Zirkon Holdings Limited
5
3730931
1 Shares held directly by TT Electronics plc
2 Single class of ordinary shares with a nominal value of £0.25
3 Ordinary shares with a nominal value of £1.00 and ‘A’ Ordinary shares of £1.00
4 Single class of ordinary shares with a nominal value of £0.20
5 Ordinary shares of £1.00 each and non-voting ordinary shares with a nominal value of £0.01
14 Subsidiary undertakings continued
NOTES TO THE COMPANY FINANCIAL STATEMENTS
continued
154 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
In accordance with the Guidelines on APMs issued by the European Securities and Markets
Authority (ESMA), additional information is provided on the APMs used by the Group below.
To assist with the understanding of earnings trends, the Group has included within its financial
statements APMs adjusted operating profit and other adjusted profit measures. The APMs used
are not defined terms under IFRS and therefore may not be comparable to similar measures used
by other companies. They are not intended to be a substitute for, or superior to, GAAP measures.
Management uses adjusted measures to assess the operating performance of the Group, having
adjusted for specific items as detailed in note 6. They form the basis of internal management
accounts and are used for decision making, including capital allocation, with a subset also forming
the basis of internal incentive arrangements. By using adjusted measures in segmental reporting,
this enables readers of the financial statements to recognise how incentive performance is
targeted. Adjusted measures are also presented in this announcement because the Directors
believe they provide additional useful information to shareholders on comparable trends over time.
Finally, this presentation allows for separate disclosure and specific narrative to be included
concerning the adjusting items; this helps to ensure performance in any one year can be more
clearly understood by the user of the financial statements.
Income statement measures:
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition and purpose
Adjusted
operating
profit
Operating
profit
Adjusting items
as disclosed in
note 6
continuing operations excluding the impacts of significant restructuring
programmes, significant one-off items including property disposals,
impairment charges significant in nature and/or value, certain one-off
pension costs, business acquisition, integration, and divestment
related activity and the amortisation of intangible assets recognised on
acquisition. Acquisition and disposal related items include the writing
off of the pre-acquisition profit element of inventory written up on
acquisition, other direct costs associated with business combinations
and adjustments to contingent consideration related to acquired
businesses. Restructuring includes cost of management changes,
significant costs associated with the cost of restructuring operations
and facilities, including the movement and closure of production
facilities.
To provide a measure of the operating profits excluding the impacts of
significant items such as restructuring or acquisition related activity
and other items such as amortisation of intangibles which may not be
present in peer companies which have grown organically.
Adjusted
operating
margin
Operating
profit margin
Adjusting items
as disclosed in
note 6
Adjusted operating profit as a percentage of revenue.
To provide a measure of the operating profits excluding the impacts of
significant items such as restructuring or acquisition related activity
and other items such as amortisation of intangibles which may not be
present in peer companies which have grown organically.
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition and purpose
Adjusted
earnings per
share
Earnings per
share
See note 9 for
the reconciliation
and calculation of
adjusted earnings
per share
The profit for the year attributable to the owners of the Group adjusted
to exclude the items not included within adjusted operating profit di-
vided by the weighted average number of shares in issue during the year.
To provide a measure of earnings per share excluding the impacts of
significant items such as restructuring or acquisition related activity
and other items such as amortisation of intangibles which may not be
present in peer companies which have grown organically.
Adjusted
diluted
earnings per
share
Diluted
earnings per
share
See note 9 for
the reconciliation
and calculation of
adjusted diluted
earnings per
share
The profit for the year attributable to the owners of the Group adjusted
to exclude the items not included within adjusted operating profit
divided by the weighted average number of shares in issue during the
year, adjusted for the effects of any potentially dilutive options.
To provide a measure of earnings per share excluding the impacts of
significant items such as restructuring or acquisition related activity
and other items such as amortisation of intangibles which may not be
present in peer companies which have grown organically.
Prior period
revenue and
adjusted
operating
profit at
constant
currency
Revenue and
operating
profit
See note APM 1 Revenue and adjusted operating profit for the prior year retranslated at
the current year’s foreign exchange rates.
Organic
revenue and
adjusted
operating
profit
Revenue See note APM 2 Revenue and adjusted operating profit from continuing operations in
the current year compared to the prior year, excluding the effects of
currency movements, acquisitions and disposals. This measures the
underlying growth or decline of the business.
To provide a comparable view of the revenue growth of the business
from period to period excluding acquisition and disposal impacts.
Adjusted
effective tax
charge
Effective tax
charge
See note APM 3 The effective tax charge on the company’s adjusted profit, which gives
a clearer view of the ongoing tax rate by excluding the effects of unusual
or non-recurring items.
Return on
invested
capital
None See note APM 4 Adjusted operating profit for the year divided by average invested capital
for the year. Average invested capital excludes pensions, provisions, tax
balances, derivative financial assets and liabilities, cash and borrowings
and is calculated at average rates taking twelve monthly balances.
This measures how efficiently assets are utilised to generate returns
with the target of exceeding the cost to hold the assets.
RECONCILIATION OF KPIs AND NON IFRS MEASURES
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
155TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
Statement of financial position measures:
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition and purpose
Net debt Cash and cash
equivalents
less
borrowings
and lease
liabilities
Reconciliation
of net cash flow
to movement in
net (debt)/ funds
(note 25)
Net debt comprises cash and cash equivalents and borrowings
including lease liabilities.
This is additional information provided which may be helpful to the user
in understanding the liquidity and financial structure of the business.
Leverage
(bank
covenant)
Cash and
cash equiva-
lents less
borrowings
See note APM 12 Leverage is the net debt defined as per the banking covenants (net debt
(excluding lease liabilities) adjusted for certain terms as per the bank
covenants) divided by EBITDA excluding items removed from adjusted
profit and further adjusted for certain terms as per the bank covenants.
Provides additional information over the Group’s financial covenants to
assist with assessing solvency and liquidity.
Net capital and
development
expenditure
(net capex)
None See note APM 5 Purchase of property, plant and equipment net of government grants
(excluding property disposals), purchase of intangibles (excluding
acquisition intangibles) and capitalised development.
A measure of the Group’s investments in capex and development to
support longer term growth.
Dividend per
share
None Not applicable Amounts payable by dividend in terms of pence per share.
Provides the dividend return per share to shareholders.
Statement of cash flows measures:
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition and purpose
Adjusted
operating
cash flow
Operating
cash flow
See note APM 6 Adjusted operating profit, excluding depreciation of property, plant and
equipment and amortisation of intangible assets less working capital
and other non-cash movements.
An additional measure to help understand the Group’s operating cash
generation.
Adjusted
operating
cash flow
post capex
Operating
cash flow
See note APM 7 Adjusted operating cash flow less net capital and development
expenditure.
An additional measure to help understand the Group’s operating cash
generation after the deduction of capex.
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition and purpose
Working
capital
cashflow
Cashflow –
inventories
payables,
provisions and
receivables
See note APM 8 Working capital comprises three statutory cashflow figures: (increase)/
decrease in inventories, increase/(decrease) in payables and provisions,
and (increase)/decrease in receivables. This definition includes the
movement of any provisions over trade receivables.
To provide users a measure of how effectively the group is managing its
working capital and the resultant impact on liquidity.
Free cash
flow
Net increase/
decrease in
cash and cash
equivalents
See note APM 9 Free cash flow represents cash generated from trading after all
costs including restructuring, pension contributions, tax and interest
payments. Cashflows to settle LTIP schemes are excluded.
Free cash flow provides a measure of how successful the company is
in creating cash during the period which is then able to be used by the
Group at its discretion.
Cash
conversion
None See note APM 10 Adjusted operating cash flow post capex (less any property disposals
which were part of restructuring programmes) divided by adjusted
operating profit.
Cash conversion measures how effectively we convert profit into
cash and tracks the management of our working capital and capital
expenditure.
R&D cash
spend as a
percentage of
revenue
None See note APM 11 R&D cash spend and R&D investment as a percentage of revenue
excludes revenue from contract manufacturing services as these
activities do not give rise to intellectual property.
To provide a measure of the company’s expenditure on R&D relative to
its overall size which may be helpful in considering the Group’s longer-
term investment in future product pipeline.
Non-financial measures:
Alternative
Performance
Measure
Closest
equivalent
statutory
measure
Note reference to
reconciliation to
statutory measure Definition
Employee
engagement
Not applicable Not applicable We use our employee survey to measure how our employees feel about
working in TT using a scale of 1 (low) to 7 (high) against eight factors (as
surveyed by Best Companies Ltd). A company is awarded between zero
and three stars based on the employee feedback.
Provides a measure of employee sentiment and engagement.
Safety
performance
Not applicable Not applicable Safety performance is defined as the number of occupational injuries
resulting in three or more days’ absence per 1,000 employees. This KPI
allows us to compare our performance with that of our peers. We use a
UK benchmark published by the Health and Safety Executive and apply
this to all our facilities worldwide, reflecting our commitment to raising
standards globally.
Provides users additional information about the Group’s commitment
and achievements in the area of health and safety.
RECONCILIATION OF KPIS AND NON IFRS MEASURES
continued
156 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
APM 1 – Prior period revenue and adjusted operating profit at constant currency:
2024
£million Europe
North
America Asia Total
2024 revenue 146.3 184.4 190.4 521.1
Foreign exchange impact – (4.7) (5.4) (10.1)
2024 revenue at 2025 exchange rates 146.3 179.7 185.0 511.0
2023
£million Europe
North
America Asia
Total
Operating
Segments Central Total
2024 adjusted operating profit 18.9 (2.7) 28.5 44.7 (7.6) 37.1
Foreign exchange impact – – (1.1) (1.1) 0.2 (0.9)
2024 adjusted operating profit at
2025 exchange rates 18.9 (2.7) 27.4 43.6 (7.4) 36.2
APM 2 – Organic revenue and operating profit:
2025
£million Europe
North
America Asia Total
2025 revenue 144.4 173.1 163.9 481.4
2024 revenue 146.3 184.4 190.4 521.1
Removal of businesses disposed (11.8) – (4.4) (16.2)
Foreign exchange impact – (4.7) (5.4) (10.1)
2024 revenue on an organic basis 134.5 179.7 180.6 494.8
Organic revenue increase (%) 7% (4%) (9%) (3%)
2025
£million Europe
North
America Asia
Total
Operating
Segments Central Total
2025 operating profit 22.1 1.2 21.6 44.9 ( 7.7 ) 37.2
2024 operating profit 18.9 (2.7) 28.5 44.7 (7.6) 37.1
Removal of businesses disposed 0.5 – (0.3) 0.2 – 0.2
Foreign exchange impact – – (1.1) (1.1) 0.2 (0.9)
2024 operating profit on an organic
basis 19.4 (2.7) 27.1 43.8 ( 7.4) 36.4
Organic operating profit increase (%) 14% (144%) (20%) 3% (4%) 2%
APM 3 – Effective tax charge:
£million 2025 2024
Adjusted operating profit 37.2 37.1
Net interest (8.5) (9.9)
Adjusted profit before tax 28.7 27.2
Adjusted tax (16.4) (7.7 )
Adjusted effective tax rate 57.1% 28.3%
RECONCILIATION OF KPIS AND NON IFRS MEASURES
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
157TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
APM 4 – Return on invested capital:
£million 2025 2024
Adjusted operating profit 37.2 37.1
Average invested capital 278.7 371.0
Return on invested capital 13.3% 10.0%
APM 5 – Net capital and development expenditure (net capex):
£million 2025 2024
Purchase of property, plant and equipment (8.1) (6.9)
Proceeds from sale of investment property, plant and equipment and capital grants received 0.6 0.5
Capitalised development expenditure (1.1) (1.8)
Purchase of other intangibles – (0.5)
Net capital and development expenditure (8.6) (8.7)
APM 6 – Adjusted operating cash flow:
£million 2025 2024
Adjusted operating profit 37.2 37.1
Adjustments for:
Depreciation 10.9 12.2
Amortisation of intangible assets 1.2 1.6
Impairment of property, plant and equipment and intangible assets 1.0 -
Share based payment expense 1.9 2.2
Scheme funded pension administration costs 0.8 1.1
Other items (0.5) 0.2
Decrease in inventories 14.8 12.8
Increase in receivables (0.9) (2.2)
Decrease in payables and provisions (2.0) (12.9)
Adjusted operating cash flow 64.4 52.1
Reimbursement from pension schemes 1.1 9.4
Restructuring and acquisition related costs ( 7.9) (0.6)
Net cash generated from operations 57.6 60.9
Net income taxes paid (7.6) (9.7)
Net cash flow from operating activities 50.0 51.2
APM 7 – Adjusted operating cash flow post capex:
£million 2025 2024
Adjusted operating cash flow 64.4 52.1
Purchase of property, plant and equipment (8.1) (6.9)
Proceeds from sale of property, plant and equipment and government grants received 0.6 0.5
Capitalised development expenditure (1.1) (1.8)
Purchase of other intangibles – (0.5)
Adjusted operating cash flow post capex 55.8 43.4
APM 8 – Working capital cashflow:
£million 2025 2024
Decrease in inventories 14.8 14.2
Increase in receivables (0.9) (3.6)
Decrease in payables and provisions (2.0) (12.9)
Scheme funded pension administration costs 0.8 1.1
Working capital cashflow 12.7 (1.2)
RECONCILIATION OF KPIS AND NON IFRS MEASURES
continued
158 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
APM 9 – Free cash flow:
£million 2025 2024
Net cash flow from operating activities 50.0 51.2
Net cash flow from investing activities (8.6) 3.5
Add back: Proceeds from disposal of business – (17.5)
Add back: Cash with disposed businesses – 5.3
Payment of lease liabilities (3.8) (4.2)
Interest paid ( 7.7 ) (10.6)
Free cash flow 29.9 27.7
APM 10 – Cash conversion:
£million 2025 2024
Adjusted operating profit 37.2 37.1
Adjusted operating cash flow post capex 55.8 43.4
Cash conversion 150% 117%
APM 11 – R&D cash spend as a percentage of revenue:
£million 2025 2024
Revenue (excluding contract manufacturing) 267.7 269.1
R&D cash spend 10.3 11.3
R&D cash spend as a percentage of revenue 3.8% 4.2%
APM 12 – Leverage:
£million 2025 2024
Adjusted operating profit 37.2 37.1
Depreciation 10.9 12.2
Amortisation 1.2 1.6
EBITDA 49.3 50.9
Adjustment to align with covenants (4.4) (5.3)
EBITDA (covenants) 44.9 45.6
Net debt as per note 25 64.7 97.4
Less: leases (14.4) (17.3)
Net debt excluding leases 50.3 80.1
Adjustment to align with covenants 1.3 2.0
Net debt (covenants) 51.6 82.1
Leverage 1.1 1.8
RECONCILIATION OF KPIS AND NON IFRS MEASURE
continued
RECONCILIATION OF KPIS AND NON IFRS MEASURES
continued
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
159TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
SHAREHOLDER
INFORMATION
SHAREHOLDER
INFORMATION
DIVIDENDS
See page 15 for details on the dividend policy.
ANNUAL GENERAL MEETING (“AGM”)
The next AGM will be held on 15 May 2026 at 10.00am.
Details of the AGM procedure for 2026 and the Notice
of Annual General Meeting will be made available at
www.ttelectronics.com/investors/agm-gm.
ARTICLES OF ASSOCIATION
The Company’s Articles of Association may only be amended
by special resolution approved at a general meeting of the
shareholders.
SHARE CAPITAL
The Company’s issued share capital comprises a single class
of share capital divided into ordinary shares of 25 pence each.
All issued shares are fully paid. The share capital during the year
is shown in note 22 to the consolidated financial statements.
Therights and obligations attaching to the Company’s ordinary
shares are set out in the Company’s Articles of Association,
a copy of which can be obtained from Companies House in the
United Kingdom or by writing to the Group General Counsel and
Company Secretary. Subject to applicable statutes, shares may
be issued with such rights and restrictions as the Company may
decide by ordinary resolution, or (if there is no such resolution
or so far as it does not make specific provision) as the Board
maydecide.
Holders of ordinary shares are entitled to speak at general
meetings of the Company, to appoint one or more proxies and,
if they are corporations, to appoint corporate representatives
and to exercise voting rights. Holders of ordinary shares may
also receive a dividend, and on a liquidation may share in the
assets of the Company. In addition, holders of ordinary shares
are entitled to receive the Company’s Annual Report and
Accounts. Subject to meeting certain thresholds, holders of
ordinary shares may require a general meeting of the Company to
be held or the proposal of resolutions at Annual General Meetings.
AGM and trading update
15 May 2026
2026 half-year results
September 2026
Preliminary announcement of 2026 results
March 2027
Annual Report 2026
April 2027
160 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
VOTING RIGHTS AND RESTRICTIONS ON TRANSFER
OFSHARES
On a show of hands at a general meeting of the Company, every
holder of ordinary shares present in person or by proxy, and
entitled to vote, has one vote and on a poll, every member
present in person or by proxy, and entitled to vote, has one vote
for every ordinary share held. You can find further details
regarding voting at the Annual General Meeting in theNotice of
the Annual General Meeting which accompanies this document.
None of the ordinary shares carries any special rights with
regard to control of the Company. Electronic and paper proxy
appointments and voting instructions must be received by the
Company’s Registrars not later than 48hours before a general
meeting. A shareholder can lose their entitlement to vote at a
general meeting where that shareholder has been served with
a disclosure notice and has failed to provide the Company with
information concerning interests in those shares. The Directors
may refuse to register a transfer of a certificated share which
is not fully paid, provided the refusal does not prevent dealings
in shares in the Company from taking place on an open and
proper basis.
The Directors may also refuse to register a transfer of a
certificated share unless the instrument of transfer: (i) is lodged,
duly stamped (if stampable), at the registered office of the
Company or any other place decided by the Directors
accompanied by the certificate for the share to which it relates
and/or suchother evidence as the Directors may reasonably
require to show the right of the transferor to make the transfer;
(ii) is in respect of only one class of shares; (iii) is in favour of a
person who is not a minor, bankrupt or a person in respect of
whom an order hasbeen made on the grounds that such person
is suffering from a mental disorder or is otherwise incapable
of managing their affairs; or (iv) is in favour of not more than
four transferees.
Transfers of uncertificated shares must be carried out using
CREST and the Directors can refuse to register a transfer
of an uncertificated share in accordance with the regulations
governing the operation of CREST.
The Directors may decide to suspend the registration of
transfers for up to 30 days a year, by closing the register of
shareholders. The Directors cannot suspend the registration
of transfers of any uncertificated shares without obtaining
consent fromCREST.
There are no other restrictions on the transfer of ordinary shares
in the Company except: certain restrictions may from time to
time be imposed by laws and regulations (for example, insider
trading laws or the Market Abuse Regulations 2015); pursuant
to the Company’s share dealing code whereby the Directors and
certain employees of the Group require approval to deal in the
Company’s shares; and where a shareholder with at least a 0.25
per cent interest in the Company’s certificated shares has been
served with adisclosure notice and has failed to provide the
Company with information concerning interests in those shares.
The Company is not aware of any agreements between
shareholders that may result in restrictions on the transfer
of ordinary shares or on voting rights.
SHARE DEALING SERVICES
Shareview Dealing is a telephone and internet service provided
by Equiniti. It offers a simple and convenient way of buying and
selling TT Electronics plc shares.
Log on to www.shareview.co.uk/dealing or call 03456037 037
between 8.00 am and 4.30 pm, Monday to Friday (except bank
holidays), for more information about this service and for details
of the rates and charges. Please note that telephone lines
remain open until 6.00 pm for enquiries.
A daily postal dealing service is also available and aform,
together with terms and conditions, can be obtained by calling
0371 384 2248. Commission is 1.90 per cent with a minimum
charge of £70.
SHAREGIFT
ShareGift is a charity share donation scheme for shareholders,
administered by The Orr Mackintosh Foundation. It is especially
for those who may wish to dispose of a small parcel of shares
whose value makes it uneconomical to sell on a commission
basis. Further information can be obtained at www.sharegift.org
or from Equiniti.
MULTIPLE ACCOUNTS ON THE SHAREHOLDER
REGISTER
If you have received two or more copies of this document, this
means that there is more than one account in your name on the
shareholder register. Thismay be caused by either your name
or address appearing on each account in a slightly different way.
For security reasons, the Registrars will not amalgamate the
accounts without your written consent.
If you would like any multiple accounts combined into one
account, please write to Equiniti Limited at the address given
on this page.
SHAREHOLDER INFORMATIONCONTINUED
STRATEGIC REPORT GOVERNANCE & DIRECTORS’ REPORT FINANCIAL STATEMENTS ADDITIONAL INFORMATION
TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025 161
SUBSTANTIAL SHAREHOLDING NOTIFICATIONS
The Company had been notified of the following votingrights
attaching to TT Electronics plc shares inaccordance with the
Disclosure and Transparency Rules at 2 April 2026 and
31December 2025.
So far as has been ascertained, no other person or corporation
holds or is beneficially interested in any substantial part of the
share capital of the Company.
2 April 2026 31 December 2025
Number % Number %
DBAY Advisors Limited 47,177,928 26.46 43,387,923 24.35
FIL Limited 17,864,879 14.29 17773549 13.58
Aberforth 14,832,779 9.10 14,832,779 9.10
BennBridge Limited 8,984,103 5.10 8,984,103 5.10
Slater Investments Ltd 8,915,000 5.06 8,759,144 4.91
Artemis Investment
Management LLP 8,940,400 5.02 8,940,400 5.02
M&G plc 8,764,166 5.00 8,764,166 5.00
Chelverton Asset
Management Ltd 8 ,797,581 4.98 8,797,581 4.98
Schroders plc 8,672,794 4.91 8,672,794 4.91
Polar Capital LLP 8,539,130 4.88 8,539,130 4.88
Aberdeen Asset
Management Ltd 7,835,077 4.83 7,835,077 4.83
NN Group N.V. 7,815,000 4.78 7,815,000 4.78
Franklin Templeton 7,590,000 4.64 7,590,000 4.64
SHAREHOLDER INFORMATIONCONTINUED
SHAREHOLDER ENQUIRIES
Registrar
The Company’s Registrar is Equiniti Limited.
Equiniti provides a range of services to shareholders.
Extensive information including many
answers to frequently asked questions
can be found online.
Use the QR code to register for FREE
at www.shareview.co.uk
Equiniti’s registered address is:
Highdown House
Yeoman Way
Worthing
West Sussex
BN99 3HH
Equiniti offers a range of shareholder information online
at www.shareview.co.uk
WEBSITE
Information on the Group’s financial performance, activities
and share price is available at www.ttelectronics.com
162 TT ELECTRONICS PLC | ANNUAL REPORT AND ACCOUNTS 2025
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TT Electronics plc
Fourth Floor
St Andrews House
West Street
Woking
Surrey
GU21 6EB
Tel +44(0) 1932 825300
Fax +44(0) 1932 836450
For more information on
our business please visit
www.ttelectronics.com