Building on
Excellence.
Ashtead Technology Holdings plc
Annual Report and Accounts 2025
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Ashtead Technology is a world
leading subsea technology solutions
provider to the global oshore
energy sector. Our specialist support
services, engineered solutions,
technical expertise and equipment
enable complete and critical subsea
activities in the international oshore
renewables and oil and gas markets.
Years of operation
40+
Locations
15
Employees
~650
Equipment fleet
30,000+
Regional hub
1. Houston, Texas 2. Lafayette, LA 3. Houma, LA
4. Halifax, NS 5. Aberdeen, UK 6. London, UK
7.
Stavanger, Norway 8. Abu Dhabi, UAE 9. Singapore
Where We Operate
We are a global business with specialist local
capabilities. Our team of nearly 650 domain
experts and professionals around the world are
strategically positioned to serve our customers
from facilities in key energy hubs including the
UK, Norway, USA, Canada, UAE and Singapore.
Welcome //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Contents
Strategic Report
Welcome
At a Glance 2
Investment Case 4
Our Strategy 5
Our People & Culture 6
Chair’s Statement 10
Chief Executive Ocer’s Statement 12
Market Review 14
Corporate Sustainability 16
Stakeholder Engagement 30
Chief Financial Ocer’s Report 36
Key Performance Indicators 39
Risk Management 41
Viability Statement and Board 46
Approval for the Strategic Report
Governance
Board of Directors 48
Chair’s Statement 50
on Corporate Governance
Corporate Governance Statement 52
Audit Committee Report 60
Nomination Committee Report 63
Remuneration Committee Report 65
Directors’ Report 80
Independent Auditor’s Report 84
Financial Statements
Consolidated Income Statement 92
Consolidated Statement of 93
Comprehensive Income
Consolidated Balance Sheet 94
Consolidated Statement of 95
Changes in Equity
Consolidated Cash Flow Statement 96
Notes to the Consolidated 97
Financial Statements
Company Balance Sheet 129
Company Statement of 130
Changes in Equity
Notes to the Company 131
Financial Statements
Appendix 136
Company Information 138
Definitions 139
What We Do
Harnessing our global services platform,
we provide specialist equipment, advanced
technologies and expert services to
support the development, optimisation
and decommissioning of offshore energy
projects worldwide, including:
01 //
Survey and robotics
Advanced equipment solutions to
support mission critical subsea operations
02 //
Mechanical solutions
Industry-leading mechanical solutions
to enable construction, inspection,
maintenance, repair (IMR) and
decommissioning of offshore
energy projects
03 //
Asset integrity
Integrated technology solutions
to enhance the performance, safety
and reliability of offshore infrastructure
i
Read more on page 2
For the latest news and information
on our Group and its activities visit
our website at:
www.ashtead-technology.com
Financial Highlights
Revenue
£203.2m
1 Alternative Performance Measure
(see definitions on page 139).
2021
2022
2023 £110.5m
2024 £168.0m
2025 £203.2m
£55.8m
£73.1m
Adjusted EBITDA
1
£82.4m
2021
£22.4m
2022
2023 £48.3m
2024 £69.5m
2025 £82.4m
£28.3m
Operating profit
£51.6m
2021 £7.6m
2022 £17.7m
2023 £31.2m
2024 £42.8m
2025 £51.6m
Return on invested capital
23%
2021
2022 21%
2023 28%
2024 24%
2025 23%
17%
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
1
Strategic Report
Delivering mission critical subsea technology
to the oshore energy industry.
At a Glance //
Survey & robotics
We provide advanced technology solutions
that enhance visibility, accuracy, and
decision-making across complex subsea
operations. Backed by the world’s leading
fleet of advanced survey and robotics
equipment, our technologies include:
• Geophysical
• Inspection
• Hydrographic
• Positioning
• Remote visual inspection
• ROV sensors
• Metocean
• Environmental
• ROV tooling
Mechanical solutions
We deliver comprehensive, end-to-
end support across the full lifecycle of
offshore subsea operations, with industry-
leading mechanical solutions for subsea
installation, repair and decommissioning.
Our curated portfolio, featuring both
in-house innovation and third-party
equipment, includes best-in-class
proprietary technology and subject
matter expertise to support:
• Subsea cutting & recovery
• Subsea dredging
• Coating removal & cleaning
• Intervention skids
• Pumping & back deck power
What we do
Our customers depend on us to deliver the technology, solutions and expertise
that enable them to build, service and manage the infrastructure that delivers our
energy in the most hostile of environments – underwater. From installing, repairing
and decommissioning subsea infrastructure in oil and gas basins globally, to the
ongoing development and maintenance of offshore wind farms, Ashtead Technology
enables offshore energy production through the provision of subsea technology services.
With agility and precision, our solutions are unrivalled in ensuring that offshore operations
are executed with confidence and excellence.
What We Do
Our customers depend on us to deliver the technology, solutions and expertise that
enable them to build, service and manage the infrastructure that delivers our energy
in the most hostile of environments – underwater. From installing, repairing and
decommissioning subsea infrastructure in oil and gas basins globally to the ongoing
development and maintenance of offshore wind farms, Ashtead Technology enables
offshore energy production through our subsea technology services. With agility and
precision, our solutions are unrivalled in ensuring that offshore operations are executed
with confidence and excellence.
Asset integrity
We take a holistic approach to subsea
delivery, integrating engineering,
technology, and operational expertise
designed to support the installation,
maintenance, repair and optimisation
of subsea infrastructure. Our custom-
engineered packages are tailored to
tackle the unique challenges of offshore
environments including:
• Environmental monitoring
• Offshore construction &
life of asset monitoring
• Offshore wind foundation inspection
• ROV inspection services
• Mooring inspection & analysis
• 3D imaging & metrology
• Riser cleaning & inspection
• Remote operations
The need for more energy
to power our world is
growing faster than
expected, as the global
population increases
and new sources of
demand emerge.
With a renewed focus on
energy security, affordability
and sustainability, offshore
resources are becoming
even more essential. Ashtead
Technology provides mission
critical solutions, industry-
leading technical expertise and
technologies to support the
installation, IMR (inspection,
maintenance & repair) and
decommissioning of subsea
energy infrastructure worldwide.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
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Our Core Markets
We operate in large and attractive addressable markets, underpinned by resilient growth
dynamics as the demand for energy to power our societies grows. As a Group, we are
strategically positioned to play a key role in the evolving oil and gas sector, while also
harnessing our expertise to support the rapid growth of offshore wind investments
worldwide. Our specialist solutions are highly transferable. Our expertise and equipment
are in demand across our end markets and throughout the lifecycle of an asset, allowing
us to capitalise on offshore activity irrespective of geography, asset age or end market.
Oil and gas
Ashtead Technology has been a trusted
partner to the global oil and gas industry
for over four decades.
With extensive experience across the entire
lifecycle of offshore infrastructure, Ashtead
Technology understands the complex
and challenging environment of offshore
oil and gas, driving safe, sustainable and
profitable operations, especially during
the later stages of field life.
Market revenue 76%
£154.2m
(2024: £120.7m)
Renewables
Ashtead Technology has been supporting
the offshore renewable energy market
over the last decade. Our primary focus is
currently on the installation, maintenance
and repair of offshore wind facilities but
our expertise can also be utilised through
the decommissioning phase.
We are dedicated to supporting our
global customers in meeting the rising
demand for energy with cleaner, safer and
more efficient energy solutions. Through
our extensive expertise, cutting-edge
technologies and unwavering commitment
to excellence, we enable the transition to
sustainable energy production.
Market revenue 24%
£49.0m
(2024: £47.3m)
What We Do
Our customers depend on us to deliver the technology, solutions and expertise that
enable them to build, service and manage the infrastructure that delivers our energy
in the most hostile of environments – underwater. From installing, repairing and
decommissioning subsea infrastructure in oil and gas basins globally to the ongoing
development and maintenance of offshore wind farms, Ashtead Technology enables
offshore energy production through our subsea technology services. With agility and
precision, our solutions are unrivalled in ensuring that offshore operations are executed
with confidence and excellence.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
3
Integration of
Seatronics and
J2 Subsea
In 2025, we completed the integration
of the Seatronics and J2 Subsea
businesses, delivering higher
operational synergies quicker than
initially expected. The acquisitions
increased the size of our equipment
fleet by 30% and added further
strength to our technical capability,
cementing our position as the market
leader in subsea survey and robotics.
With bases in Singapore, UAE, UK
and the US, the acquisitions further
strengthened our international reach
and global client relationships.
This transaction, the ninth in the last
eight years, continues a remarkable
journey of growth for the business.
We deliver an
exceptional value
proposition to our
customers and remain
committed to achieving
both sustainable and
profitable growth.
Pioneering new solutions
Committed to innovation and the
provision of state-of-the-art
technology solutions that solve
customer challenges
Leading asset portfolio
Well invested, world-leading fleet
of over 30,000 assets including a
growing portfolio of proprietary,
inhouse designed and built assets
Strong growth markets
Harnessing long-term sustainable
growth in established and emerging
offshore energy markets
Creating value through M&A
Established track record of
successful M&A – with nine
value-adding transactions
in the past eight years
Trusted to deliver
Experienced technology partner
with a >40-year track record of
delivering excellent outcomes
for our customers
Maximising global reach
Partnering with customers in over
80 countries from our hubs in the
Americas, Europe, Middle East and
Asia Pacific
Customer outsource model
Capitalising on increased customer
propensity to outsource due to
capital constraints and limited access
to technology and skilled personnel
Robust financial performance
Strong balance sheet, margin profile
and organic growth prospects
Market agility
Flexible technology solutions that are
in demand, regardless of end market,
geography or asset lifecycle phase
Value adding solutions
State-of-the-art technology paired
with industry-leading subject matter
expertise ensures a deep service
moat, customer loyalty
and competitive advantage
Growing momentum
and focused on delivery.
Investment Case //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
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Strengthen our position as a
leading provider of subsea
technologies and services
to the offshore market
• Continue to set the standard
for operational excellence
and technological reliability
through innovation,
investment and craftsmanship
• Leverage our significant
domain expertise and
knowledge to provide a
broader range of solutions
for customers and increase
market share
• Invest in skills and
development, ensuring a
robust pipeline of talent
Augment organic growth
through a clear and
focused merger and
acquisition strategy
• Selectively acquire adjacent
businesses that expand
our offering and/or our
geographical footprint
to strengthen our
value proposition
• Consolidate a highly
fragmented market in order
to strengthen geographic
reach, product range and
service capability
Leverage our global
footprint and broaden our
offering to our customers
• Build on our strong
international presence
in key markets, further
internationalising our
products and services
• Widen our offering by
leveraging our in-house
design and build capabilities,
strong technology
partnerships and continued
investment in order to
improve efficiencies for
our customers
Support conventional and
emerging offshore energy
production
• Deliver solutions to maximise
the efficiency of existing
oil & gas production and
extend field life
• Grow market share in
the growing oil & gas
decommissioning market
• Continue to capitalise on
opportunities in the growing
global offshore wind market
• Pursue new growth
opportunities in emerging
offshore markets such as
offshore carbon capture
and storage
The secret to our successOur priorities
1
Trusted partner
We have achieved longstanding brand recognition amongst
our customers, who trust us and rely on our value enhancing
services in order to successfully complete their offshore
operations, time and again.
4
Global reach
From our bases in the UK, Norway, US, Canada, UAE and
Singapore, we support our customers’ mission critical
services wherever they are in the world.
3.
Deep service moat
There is a deep service moat around our business created
by the domain expertise and understanding of the market
that our subject matter experts bring, having been built
up over decades, ensuring that we continually deliver an
unparalleled service and offering to our customers.
2
Deep service moat
There is a deep service moat around our business created
by the domain expertise and understanding of the market
that our subject matter experts bring, having been built
up over decades, ensuring that we continually deliver an
unparalleled service and offering to our customers.
3
In-house innovation
We have a track record of innovating on behalf of
customers, solving challenging subsea problems through
our class-leading design and building capabilities, leveraging
our proprietary technology and technical strengths.
5
Fungible offering
Our flexible service and equipment model supports
our customers globally, across the full lifecycle of subsea
energy infrastructure whether it is in offshore oil and gas
or offshore renewables.
A market leader with a clear
and focused growth strategy.
Our Strategy //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
5
40 Years of Expertise and Innovation.
Our People & Culture //
Foundations
1985-1999
Diversification &
innovation
2000-2017
Growth era
2018-2019
1985
• Ashtead Technology founded
and begins trading in Aberdeen
1994
• Opened its first overseas facility
in Singapore – a key offshore
energy hub
1997
• Opened in Houston, US –
Ashtead Technology’s first facility
in the US further expanding its
international reach
2008
• Acquired by Phoenix Equity Partners
from Ashtead Group PLC
2009
• Allan Pirie joined as CFO
2012
• Relocated headquarters to Westhill,
Aberdeenshire
• Allan Pirie promoted to CEO
2013
• Sold North American onshore
instrument business to focus on
the offshore energy market
2016
• Acquired by Buckthorn Partners
and APICORP
2017
• Expanded service offering to the
Middle East through acquiring Abu
Dhabi-based TES
2018
• Acquired Canada-based Welaptega
Marine which became the catalyst to
forming the asset integrity business line
• Acquired Forum Subsea Rentals –
increasing scale in its survey & robotics
business and introducing mechanical
tooling to its portfolio
2019
• Acquired Underwater Cutting
Solutions, creating our mechanical
solutions offering and allowing entry
into the decommissioning market
• Opened new facility in Abu Dhabi
to support Middle East growth
• Acquired Louisiana-based Aqua-Tech
Solutions – further expanding physical
presence in the US and mechanical
solutions capability globally
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
6
Growth era
2018-2019
2020-2025
2020
• Increased presence in Louisiana
through organic growth into Houma
to support shallow water Gulf of
Mexico customers
2021
• Ingrid Stewart appointed CFO
• Completed IPO on London’s
Alternative Investment Market
2022
• Acquired WeSubsea, specialists in
high-performance dredge solutions
• Acquired Hiretech, adding pumping
and back deck power services to
further strengthen its mechanical
solutions offering
2023
• Acquired ACE Winches, adding lifting,
pulling and deployment capability to
our mechanical solutions offering
• Expanded into Norway – organic
investment in survey & robotics and
tooling capability to add to winches
capability acquired through ACE
Winches
2024
• Promoted Brett Lestrange to
Chief Operating Officer to support
business growth
• Acquired Seatronics and J2 Subsea,
increasing scale and strengthening
subsea survey and ROV tooling
capabilities globally
2025
• Opened second facility in Houston to
support growing mechanical services
capability in our Americas region
• Completed landmark transition
to the Main Market of the London
Stock Exchange
• Moved to larger facility in Norway
to accommodate growth
Our purpose
Our purpose is to enable
cleaner, safer and more
ecient energy production
by leveraging our technical
expertise, know-how and
extensive equipment
portfolio to support the
broader energy supply chain.
This purpose is grounded in our core
values which shape our direction,
guide our decisions and determine
how we work with others.
Our values
Agility
We are nimble, innovative and
responsive in our decision-making,
planning and service delivery.
Enterprising and commercially
focused, we act quickly and
meaningfully to meet our customers’
project needs.
Collaboration
By working together as one
team across our disciplines and
geographies, we combine our
knowledge, expertise and ingenuity
to provide the optimum solutions
for our customers.
We build long-term, mutually
beneficial relationships with all
our stakeholders, founded on
trust and respect.
Excellence
We have a determined focus
on delivery and exceeding our
customers’ expectations.
We never compromise on safety,
integrity or quality and strive for
continuous improvement to build a
sustainable and profitable business
for the long term.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
7
Our People & Culture continued //
How attractive is the
Norway market?
The Norwegian offshore market
remains highly attractive. This
year, 57 new exploration licences
were awarded in Norway and
there is a major focus on rapid
development of new production
through subsea tie-backs to
existing infrastructure. This
supportive environment provides
opportunities to expand our
client base, increase the scope
of our existing service offerings
to customers and introduce new
service lines, supporting the
continued growth of our
Norway hub.
How has the service
offering evolved?
The Norway operation has
recently expanded beyond lifting,
survey and ROV tooling into
our wider mechanical solutions
capability and we have recently
added Non-destructive testing
(NDT) services. The addition of
a calibration laboratory and in-
house cable moulding capability
in late 2025 further strengthens
our competitive position locally,
reducing project turnaround
times for our customers.
What are the priorities
for 2026?
Our plan is simple which is to
continue building on the strong
foundations that we have put
in place over the last two years.
Our key priority is to focus on
our customers, delivering the
full Ashtead Technology service
offering locally. That is unrivalled
in the market and coupled with
excellent customer service is a
key differentiator for us.
Our team is continually growing
to support revenue growth and
now stands at 23 strong, all of
whom are Norwegian with strong
ties to the subsea customer
community. I’m proud of what
we have achieved so far and
I’m excited about what we can
achieve this year and beyond.
Interview with Aslak Tunheim,
General Manager, Norway
In just over two years, the
Norway business has evolved
from a single employee in a
shared workshop to a rapidly
scaling, fully integrated
oshore services platform
with strong revenue growth,
an expanding team, new
facility and a clear long-term
strategic ambition anchored
by an attractive market.
How has the Norway business
developed since launch?
We established our Norway
operation in 2023 from a small,
shared workshop in Klepp Stasjon
focused initially on ROV tooling.
In our first full year, headcount
increased to seven with activity
levels already pushing the limits
of our initial facility by year-end.
The acquisition of ACE Winches
in December 2023 added local
lifting, pulling and deployment
capabilities which was the
start of our local mechanical
solutions offering.
What were the key milestones
in 2025?
2025 marked a step change in
scale, with revenue increasing by
over four times and headcount
growing to 17. In September
2025, we consolidated our
operations on a single site with
a significantly larger facility
with dedicated workshops
across lifting, ROV tooling,
survey and robotics, hydraulics,
cable moulding, electronics
and calibration, significantly
enhancing operational capacity
and efficiency.
8
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
9
Bill Shannon
Chair
In 2025, when our Group
celebrated its 40th anniversary,
we reached an important
milestone by transferring our
listing from AIM to the Main
Market of the London Stock
Exchange. This move required
significant engagement across
the shareholder base and we
thank all of our investors for
the support they have shown
through this major event.
We are confident that this transition will
allow us to attract a broader spectrum
of international investors, increase the
liquidity of our shares, and establish a solid
foundation for implementing our strategy
to achieve sustained growth and value
creation for all stakeholders.
We also continued to build on our strong
foundations and deliver against our
objectives despite a more challenging
market backdrop. We expanded our
international presence through organic
investments across our businesses in the
UK, US, Norway, UAE, and Singapore and
successfully completed the integration
of Seatronics and J2 Subsea. With these
latest acquisitions now fully integrated,
the Group has greater scale, an expanded
geographic footprint, and a breadth and
depth to its offering that is unrivalled
across the industry.
Strong financial performance
driven by compounding model
Ashtead Technology delivered another
year of strong financial performance.
The Group drove revenues up by 21%
year on year to £203.2m and delivered
Adjusted EBITA of £59.1m.
Since our IPO in 2021 we have increased
our basic earnings per share by 2.5x
(2022: 15.5p, 2025: 40.0p) and
through financial discipline, prudent
capital allocation, and strong
execution performance, leverage
was reduced to 1.3x at year-end.
Dividend
In line with our prudent progressive
dividend policy, the Directors are
proposing a final dividend of 1.3 pence
per share payable on 28 May 2026 to
shareholders on the register as at 1 May
2026. We will continue our disciplined
approach to capital deployment which
balances the need for shareholder returns
with the ongoing capital investment
in the business, fuelling future growth.
Resilient positioning in the market
The geopolitical backdrop evolved
rapidly over the course of 2025 with
the introduction of global tariffs, the
withdrawal of support for offshore
renewables by the US Administration,
as well as ongoing geopolitical tensions
in Europe and Middle East. The fungibility
of our specialist solutions and equipment
and the international nature of our
business provides a robustness that
was proven through our 2025 results.
As a Board our focus remains on further
internationalising and diversifying the
business to enhance its resilience and
ensure that we are well positioned to
benefit from long-term offshore
investment on the global stage.
Through 2025 we have continued to
develop our leading position in our
global markets and our ability to
support our customers across both
the oil and gas and offshore
renewables markets.
Continuing to build on
our strong foundations.
Chair’s Statement //
We continued to
build on our strong
foundations and
deliver against our
objectives, despite
a more challenging
market backdrop.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
10
Governance and the Board
I was delighted to welcome Kristin
Færøvik to the Board in January 2025,
and in August 2025 Tony Durrant was
appointed Senior Independent Director
having served on the Board since
November 2021. We continue to monitor
the Board’s composition in order to ensure
that we have the right balance of diversity,
skills and experience.
The year ahead and beyond
The continued and relentless demand for
energy, which is growing as new sources
of demand emerge, provides Ashtead
Technology with an excellent, enduring
platform for long-term growth and the
offshore and international markets present
attractive multi-year growth opportunities
for us. Recent market analysis provided
by Rystad Energy shows forecast growth
across our addressable market of 6%
CAGR through to 2029 and our customers
continue to build their project backlogs
and with long-term structural growth,
we see a strong, sustainable runway of
opportunities for our business.
Whilst we expect some uncertainty in our
end markets to remain in 2026, particularly
given recent events in the Middle East, we
are confident we will continue to make
further progress in pursuit of our long-
term growth strategy. Our results for 2025
provide the foundation for future strong
growth and returns and the long-term
growth drivers for our business and our
competitive strengths are robust. With
increased balance sheet strength and a
continued focus on strong cash generation,
we are well-placed to further our growth
strategy through ongoing organic and
inorganic initiatives.
I want to recognise the role played by
our people across all of our facilities. Our
reputation for service and excellence is
only possible because we have skilled,
experienced and enthusiastic teams both
in the frontline and support functions. My
thanks and congratulations to everyone.
I would also like to thank all of our other
stakeholders for your ongoing support and
trust and look forward to reporting on our
continued progress in the months ahead.
Bill Shannon
Chair
16 March 2026
Ashtead Technology
enters new growth
chapter
Ashtead Technology, a
leading provider of subsea
technology solutions to
the global oshore energy
sector, reached a significant
milestone in its growth
journey by listing on the
Main Market of the London
Stock Exchange (LSE).
The Company initially joined
London’s Alternative Investment
Market (AIM) in late 2021. Since 2022
it has increased its revenues by 2.8x
and achieved a CAGR of 37% on its
Adjusted earnings per share. This
has been driven by a combination
of organic and inorganic investment
resulting in ROIC consistently
above 20%.
As we move forward following our
move to the Main Market there are
significant opportunities to continue
to expand and grow our business
from what is a strong foundation and
we are excited about what the future
holds for our business.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
11
Allan Pirie
Chief Executive Officer
2025 was a year of continued
strategic progress for Ashtead
Technology as we maintained
a sharp focus on quality of
earnings and operational
execution, meeting the critical
needs of customers globally with
our industry-leading solutions.
I am very pleased with the Group’s full-
year financial performance, with revenue
of £203.2m (a 21% increase on the prior
year), driven by organic growth and the
contribution of a full year of earnings from
the Seatronics and J2 Subsea acquisitions
completed in late 2024. Our Adjusted
EBITA of £59.1m (a 17% increase on prior
year), represents a margin of 29.1%,
towards the top of the Group’s
medium-term target.
Our balance sheet strength improved
during the year with leverage reducing
to 1.3x at year end, as a result of strong
underlying cash generation, and provides
flexibility to grow our business through
organic and inorganic investment.
Strengthening our differentiated
technology and service offering
Our strategy remains unchanged.
We are focused on deepening relationships
with our blue chip customer base. This is
built on trust and reliability, an unwavering
commitment to service excellence, and
by expanding our technology and service
offering through targeted investment and
innovation to better support and derisk
their offshore operations.
We are world leading underwater
technology specialists, providing an
unparalleled understanding of the
subsea environment, enabling our
customers to undertake complex
underwater engineering and
project execution.
In 2025 we strategically deployed £37m
in capital expenditure, advancing our
innovation efforts through the design
and engineering of proprietary, in-house
equipment, and collaborating closely
with our OEM partners, to deliver new
technology solutions for our customers.
Leveraging our unmatched subject matter
expertise and expanding our range of
services, Ashtead Technology is further
established as a global provider of
integrated subsea technology solutions.
One of the principal advantages of our
business model lies in its adaptability.
Ashtead Technology operates on a global
scale, serving both the offshore oil and
gas sector as well as the renewables
market. Our comprehensive range of
services covers the entire asset lifecycle
– from installation and inspection,
through maintenance and repair, to
decommissioning – positioning us to
effectively address evolving geographic
and market requirements.
Executing on our growth strategy.
Chief Executive Ocer’s Statement//
2025 was a year of
continued strategic
progress for Ashtead
Technology as we
maintained a sharp
focus on quality
of earnings and
operational execution.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
12
Increased global reach
We made great strides in expanding
our international service offering during
2025. From our fifteen support bases
in key offshore energy hubs in the US,
Canada, UK, Norway, UAE, and Singapore,
we support our customers globally.
Revenues generated from our Americas,
Asia and Middle East businesses grew
by a combined 25% year-on-year.
Following our acquisitions of Seatronics
and J2 Subsea in late 2024 we integrated
their organisations into our existing
Ashtead Technology facilities in the US,
UK, and UAE. This strategic combination
has enhanced operational efficiency and
delivered cost savings that exceeded our
original projections.
Three new operating facilities were opened
during 2025 to expand our operations and
better support our customers:
• In the UK we opened a new facility to
accommodate our growing ROV tooling
and asset integrity operations.
• In the US we opened a second facility
in Houston to house our Mechanical
Solutions business, expanding and
localising our lifting, pulling and
deployment capability in the region
following our acquisition of ACE
Winches in 2023.
• In Norway we consolidated two sites
into a new single site facility to house
an expanded full range of Ashtead
Technology services to support
customers locally.
Expanding our leadership team
During the year we continued to invest
in the senior management team with a
number of key appointments, including
a Head of Mechanical Solutions, Chief
Information Officer, QHSE Director, and
HR Director. We now have the strongest
senior leadership team that the business
has ever had, and this positions us well
to deliver on our future growth plans.
With c.650 employees worldwide,
we remain committed to the safety,
development, and wellbeing of our people.
The Group’s culture, which emphasises
performance, is essential for sustainable,
profitable growth and creating value for
all stakeholders. Thanks to our leading
position in the market and positive growth
outlook, we continue to attract top talent
and retain key team members.
Disciplined approach to capital allocation
We maintain a disciplined approach to
capital allocation, focusing on strategic
investments to drive profitable growth, by
broadening our capabilities and expanding
our regional coverage through highly
selective acquisitions, driving value for
our shareholders.
As a result of continued investment,
Ashtead Technology has the largest and
broadest independent subsea equipment
fleet in the industry, which along with
the deep domain knowledge and strong
technical capability of our team, means
we are capable of supporting our
customers’ continued propensity to
outsource, and deliver increasingly large
and more complex offshore project
requirements around the world.
After strengthening our balance sheet
through deleveraging and maintaining
robust cash generation, we remain in a
strong position to capture potential M&A
opportunities in the coming years.
Well placed to harness the attractive
growth drivers in our industry
Our customers depend on us for both
the advanced technologies and specialised
expertise required to execute, maintain
and deliver their projects with efficiency
and cost-effectiveness. As our key
customers expand their multi-year
backlogs, we expect a strong pipeline
of revenue opportunities that will
support our continued growth plans
over the longer-term.
Looking forward with optimism
The foundations of enduring customer
relationships, a robust market position,
and an unwavering commitment to
operational excellence position us well for
future achievements despite geopolitical
headwinds. We continue to monitor the
current geopolitical situation and absent
extended or wider disruption, the Board
remains confident in delivering further
progress in 2026.
Allan Pirie
Chief Executive Officer
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
13
Market Review //
Ashtead Technology supports its
customers understand the subsea
environment, and install, manage
and decommission oshore
energy infrastructure through
the provision of specialist
services, engineered solutions
and equipment.
With heightened geopolitical concerns,
the requirement for energy that is secure,
affordable and sustainable, has never
been greater. The balance between these
three priorities continues to shift towards
energy security in response to the evolving
geopolitical landscape.
Demand for Ashtead Technology’s oil and
gas and offshore renewables capabilities is
structurally strong, supported by ongoing
investment across both new and existing
infrastructure as the world continues to
seek offshore sources of energy. This is
supported by continued increases to our
customers backlogs with recent results
from key customers such as Subsea7,
Saipem and TechnipFMC demonstrating
combined backlog continuing to increase
and remaining at an all time high at the
end of 2025.
Latest data from Rystad (February 2026),
which take a more cautious view given
the geopolitical issues experienced in
2025, forecasts Ashtead Technology’s
addressable markets to grow at a blended
CAGR of 6% from 2025 to 2029, reaching
$3.4bn. This comprises forecast growth of
3% CAGR for oil and gas inspection, repair,
maintenance, and construction support
(which is the largest portion of our target
market), with oil and gas decommissioning
growing at 10% CAGR, and offshore wind
growing at 12% CAGR.
Oil & Gas
The global offshore oil and gas
market growth outlook is supported
by investment in both new and
existing infrastructure. Around 80%
of subsea spend forecast by Rystad
through to 2030 is underpinned by
sanctioned projects and activity with
a breakeven oil price below $40/bbl,
providing robustness in the long-
term outlook.
Key trends in the oil and gas
subsea market include a move to
deeper water and more complex
projects that require the increased
need for ROV services and have a
higher demand for advanced and
bespoke subsea tooling that Ashtead
Technology has the technological
capabilities and expertise to deliver.
Activity in the construction and
installation support segment
remains high and is expected to be
maintained at this level (growing by
1% per year through to 2029), driven
by greenfield sanctioning. Globally,
high levels of greenfield activity
is expected to continue in South
America towards 2029 driven by a
wave of developments in Guyana
and Suriname, as well as continued
investment activity in Brazil. This
region is currently the largest
subsea market globally with 2026
spend expected to reach $13bn and
accounting for 29% of global spend
from 2025 to 2029. Europe also
remains a key market, representing
21% of global spend over the same
period, with the well-publicised
declines in the UK market owing to
Government policy offset by new
subsea tie-backs in the Norwegian
Continental Shelf resulting in an
overall 6% CAGR for Europe through
to 2029.
Inspection, maintenance and repair
(“IMR”) activity is expected to
increase by 5% CAGR from 2025
to 2029 due to the expanding and
aging global subsea infrastructure
base which also continues to be
increasingly complex as it becomes
more weighted towards deep and
ultra-deep water. Subsea IRM is a
key market for Ashtead Technology.
Decommissioning
Oil and gas decommissioning activity
is accelerating with hundreds of units
scheduled for removal, marking the
start of a sustained high-spend cycle
in this market. Ashtead Technology’s
addressable market within the oil
and gas decommissioning space is
forecast to grow at 10% CAGR from
2025 to 2029. The UK leads the
Northwest Europe decommissioning
activity which is entering a structural
growth phase with total forecast
spend expected to reach $4bn
by 2027. This ramp up of demand
is driven by basin maturity,
supportive tax reliefs and
stronger regulatory pressures.
Australia is significantly accelerating
its decommissioning activities and
has established a dedicated offshore
decommissioning directorate to
support the development of a
local decommissioning industry
and job creation. The Australian
decommissioning market is large
and growing, with an ageing
inventory of offshore assets
underpinning an estimated $60bn
of total decommissioning spend
over the next 30-50 years.
In South America, Petrobras,
has recently announced plans to
decommission 18 platforms between
2026 and 2030 at an estimated cost
of $9.7bn, with a further 50 platforms
set for decommissioning in the
2030s. Most of the decommissioning
activity is concentrated in the mature
deepwater Campos Basin in Brazil
where legacy floating platforms and
subsea systems are approaching
end of life.
We are seeing early signs of a
decommissioning market forming
in the Middle East with 27 offshore
platforms scheduled for removal
under Qatar’s first decommissioning
project.
Until now, decommissioning
has historically been a cost that
companies have deferred addressing.
However, with ageing infrastructure
and increased regulation there is a
significant industry forming globally
which Ashtead Technology is well
placed to support.
Structurally strong demand for subsea
equipment and services.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
14
Oshore Renewables
Despite market headwinds, the
forecast growth rate within offshore
renewables remains strong at a 12%
CAGR from 2025 to 2029. Growth
forecasts have been tempered as
the upside from the successful
completion of auction round 7
(AR7) in the UK, is offset by project
delays in Europe, cancellations in
Taiwan and Japan, and a halt to new
auctions in the US.
There are currently 203 operational
offshore wind farms globally
(excluding China) with this forecast
to increase to 324 by 2030,
representing significant growth
of 60%. Of the increase, 83 of
these wind farms are either under
construction or approved. The
auction pipeline remains robust
globally with approximately 55GW
of auctions identified with potential
launch over the next two years,
largely concentrated in Europe.
Europe remains the most active
region with 37GW of operational
capacity currently with an additional
34GW expected to be added by
2030, of which the majority is under
construction or approved. Between
2025-30, European offshore wind
spend is forecast to grow at a CAGR
of 13% and represents 73% of global
offshore wind spend in 2030.
Source: Rystad Energy
1 Excluding China.
2019
2020
2021
2022 2023 2024 2025 2026 2027 2028 2029
1,552
1,443
1,559
1,893
2,296
2,515
2,686
2,920
3,085
3,178
3,363
+12%
+10%
+3%
0
500
1,000
1,500
2,000
2,500
3,000
3,500
Decom Offshore wind O&G IMR & construction support
Addressable market by cost group
1
USD million nominal
2025 - 2029
+6% CAGR
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
15
Corporate Sustainability //
Working towards a more sustainable future.
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INEQUALITIES
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AND CLEAN
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INSTITUTIONS
Ashtead Technology is
committed to operating
responsibly, ethically and
sustainably to create long-
term value. These principles are
embedded in the way we work
every minute of every day.
Our sustainability policy outlines
our commitment, focusing on
key priorities aligned with the
ten principles of the UN Global
Compact. This framework
supports our ambition to
generate long-term, sustainable
value for all our stakeholders.
Our priorities are based on 11 of the most
relevant 17 UN Sustainable Development
Goals (SDGs). The SDGs are designed to
help organisations shape priorities and
aspirations for sustainable development
efforts around a common framework.
SDGs 3, 5, 6, 7, 8, 10, 11, 12, 14, 16 and 17
are identified as areas where we can
make a positive contribution. We have
grouped these across six key priorities
being; employee health & wellbeing, labour
practices & human rights, energy transition,
supporting our communities, ecological
impact, and business ethics. We have
continued to make progress against
each of these priorities through 2025.
Employee health
and wellbeing
Our people
Health and safety have always
been a top priority for us and
we are committed to fostering
a safe, secure, and healthy work
environment for everyone who works
for and with Ashtead Technology. As
our workforce has grown significantly
in recent years – now c. 650 people
– investing in people development
and growth is essential. This not
only safeguards the wellbeing of our
existing employees but also helps
us attract and retain top talent. As
a responsible employer, we have
implemented various initiatives and
programs to support the personal
development and overall wellbeing
of our people.
We also prioritise good mental
health by running several initiatives
aimed at creating a positive and
supportive workplace. This includes
the provision of a team of mental
health first aiders — employees
who have undergone specialised
training to enhance mental health
awareness, recognise common signs
and symptoms and guide colleagues
toward appropriate support. When
additional assistance is needed,
we are committed to ensuring our
employees receive the specialist
advice and help they require.
2025 achievements:
• Developed QHSE strategy focused
on minimising risk to employees
and environment and expanded
QHSE team to support the
wider business
• Continued to expand the reach
of our employee assistance
programme incorporating wellness,
dietary and financial wellbeing
considerations
• Continued commitment to
mental health training
• Commenced review of QHSE
management system to ensure
compliance with all applicable laws
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
16
Labour practices and
human rights
Respecting human rights
Our focus is on hiring and retaining
the best talent, ensuring that our
employee policies and procedures
promote fairness, equality, and
integrity throughout the recruitment
process and beyond. We have robust
systems and controls in place to
prevent modern slavery and human
trafficking, safeguarding against
these practices within our Group
and throughout our supply chains.
Our labour practices comply with
the legal frameworks of every
country in which we operate and
are regularly reviewed and enhanced.
While regional differences in pay
and benefits exist, we are a global
business committed to treating
all employees fairly, regardless of
location. Our core values – Agility,
Collaboration and Excellence – foster
a positive culture of doing the right
thing, reinforcing our long-term
commitment to being a responsible
and sustainable employer.
2025 achievements:
• Strengthened organisational
capability through introduction
of a 9-box framework to identify,
develop and retain talent
• Launched refreshed leadership
training aimed at front-line
supervisors and managers with
the intention to scale this across
the global workforce through 2026
• Continued to review and develop
our suite of employment policies
and procedures
• Maintained gender diversity
with 20% of employees being
female. 33% of our executive
team is female
• Continued to support our
diversified workforce with
30 nationalities across our
global business
Energy Transition
Supporting the energy future
We are committed to sustainable
energy production, utilising our
core skills, knowledge and expertise
to adapt to evolving customer
needs and to support their energy
transition journey.
With over 85% of our equipment
adaptable for both traditional oil
and gas operations and emerging
energy sources, we are strategically
positioning our business for long-
term success. Our focus remains
on enabling the safe and reliable
extraction of natural resources while
minimising environmental impact and
advancing the development of clean,
sustainable energy solutions.
By collaborating closely with OEMs
and through our own in-house
innovations, we continuously develop
solutions that contribute to achieving
energy sustainability goals.
2025 achievements:
• increased revenues from offshore
renewables by 4%
• >50% of energy powering our
largest facility is via renewable
sources (onshore wind turbine)
• Commenced transition to lower
emission engines within winch
power fleet
• Invested in electrical power units
to replace engine power as part
of a staged transition
Supporting our
communities
Local community partnerships
We are a global business with a
strong regional footprint allowing us
to support our customers wherever
they need us. The communities in
which we operate are diverse and
we are focused on being a good
neighbour and treating each location
with the same high level of regard
and respect.
We continue to support the
communities located around our
operations through a wide range
of activities. In addition to providing
long-term career opportunities,
we work closely with education
establishments and charities through
our community support programme.
Each region is encouraged to
develop their own community
engagement initiatives to align
with local cultural practices as
well as Ashtead Technology’s
corporate values.
The nature of our Group operations
is such that there is limited
environmental impact on the
communities where we are based.
2025 achievements:
• Continued to support local
charities through volunteering
and fundraising activities
• Provided opportunities for summer
internships for local students
• Continued to support science,
technology, engineering and
maths (STEM) initiatives across
local schools and colleges
• Continued with graduate
programmes in close partnership
with local universities and colleges
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
17
Corporate Sustainability continued //
Ecological impact
Protecting our planet
We play a vital role in helping
our customers inspect, maintain,
repair, and decommission subsea
infrastructure, to prevent pollution
and minimise seabed impact.
Reducing the carbon footprint
of our operations, optimising the
use of natural resources such as
energy, water and raw materials,
and minimising waste are all essential
to mitigating climate change and
its effects.
We are accredited to the
globally recognised ISO 14001
(Environmental) standard,
demonstrating our commitment
to operating in an environmentally
responsible manner and reducing
the impact of our global facilities.
2025 achievements:
• c.10% of revenues in
decommissioning of oil and gas
infrastructure including supporting
the completion of a large-scale
decommissioning project in India
• Continued to invest in our
decommissioning capability
through technology developments
and capex
• Investing in technologies which
can increase efficiencies offshore
and ultimately reduce vessel days
for our customers
• Capital investment to reduce
emissions from our equipment
fleet e.g. lower emission engines
and electrical power
• Increased uptake in Company
electric car scheme
Business ethics
Our ethical conduct
We take great pride in our business
practices and are dedicated to
always doing the right thing. Our
commitment extends to complying
with all applicable laws, conducting
business with honesty, and upholding
the highest standards of integrity
and ethics. We treat our customers,
employees, partners and suppliers
with fairness and respect.
Our operations align with global
standards while ensuring full
compliance with local laws
and regulations.
We maintain a zero-tolerance
stance on bribery and corruption
and are committed to playing our
part in preventing it. Our employee
handbook outlines the ethical
standards we expect, providing
guidance on identifying and
addressing ethical concerns, including
whistleblower procedures. All new
employees are required to complete
anti-bribery and corruption training
as part of their induction, with annual
training mandatory for all employees.
Corporate Criminal Offence training is
also mandatory for all customer and
supplier-facing employees, as well as
finance and HR teams.
2025 achievements:
• Refreshed and updated market
compliance and financial processes
and procedures as part of move to
the Main Market in October 2025
• Continued to review and
develop our suite of policies and
procedures including anti-bribery
and corruption, whistleblowing
and code of conduct including
ongoing mandatory training
on ABC, Corporate Criminal
Offence and export controls
for relevant employees
• Introduced leadership training which
incorporates ethical standards
• Commenced review of QHSE
management system to ensure
complies with all applicable laws
We take great pride
in our business practices
and are dedicated
to always doing the
right thing.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
18
How we report
Framework/standard
Our disclosure and
where to find it
Streamlined Energy and
Carbon Reporting (SECR)
We report our energy use and
emissions metrics in line with the SECR
requirements. The current scope of our
emissions reporting includes Group
scope 1 and scope 2 emissions. Our
2025 metrics are shown on page 28.
Task Force on Climate-Related
Financial Disclosures (TCFD)
As a UK listed company we are required
to report our climate-related financial
disclosures using the TCFD framework.
This framework is structured around four
thematic areas: Governance, Strategy,
Risk Management and Metrics & Targets.
See pages 19 to 29.
Companies (Strategic Report)
(Climate-related Finance Disclosure)
Regulations 2022
We consider the climate-related financial
disclosures made in the TCFD section
of this report to meet the required
mandatory disclosures outlined in the
Companies (Strategic Report) (Climate-
related Finance Disclosure) Regulations
2022. These disclosures can be found in
the TCFD section pages 19 to 29.
UK Modern Slavery Act Our annual Modern Slavery Statement
is approved by the Board and reported
on our website.
Task Force on Climate-
related Financial
Disclosures
Compliance
We are committed to providing transparent
information to our stakeholders regarding
the resilience of the Group towards the
impacts of climate change. For several
years we have been disclosing climate-
related financial information in line with
Companies Act 2006 requirements which
closely align with many of the disclosure
requirements outlined by the Task Force
for Climate-related Financial Disclosures
(the TCFD). As the Group has grown we
have continued to implement additional
systems and levels of disclosure voluntarily,
in line with TCFD guidance. This year, as
a listed company, we are required under
the FCA’s Listing Rules to report against
the TCFD recommended disclosures. We
continue to report in compliance with the
UK Mandatory Climate-related financial
disclosures while also complying with
the TCFD reporting recommendations,
adhering to the most recent guidance
from the TCFD, where appropriate.
Climate-related financial disclosures are
a continually improving process and in
2025 we have made several improvements
to our reporting process to increase
clarity and compliance. This year we
have introduced a dedicated working
group to assess climate-related risks and
incorporated a <2°C future scenario into
our risk assessment process. Our climate-
related metrics and targets have been
improved through expanding out emissions
and energy use data collection to include
our global operations, and establishing
TCFD aligned targets.
Our climate-related financial disclosures
are consistent with the four pillars of
the TCFD recommendations, which are:
Governance, Strategy, Risk Management
and Metrics and Targets. These disclosures
have been prepared with reference to the
2021 TCFD Implementing guidance section
C “Guidance for all sectors” and section E
“Supplemental guidance for non-financial
groups” to ensure compliance with all
recommendations. Most of the information
pertaining to these disclosures are outlined
in the following sections, with some
relevant information additionally disclosed
elsewhere in the report. The locations of
all relevant information, supporting each
disclosure, is shown in our TCFD index on
page 29.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
19
TCFD: Governance
a) Describe the board’s oversight
of climate-related risks and
opportunities.
b) Describe management’s role in
assessing and managing climate-
related risks and opportunities.
a) Board oversight of climate-related
risks and opportunities
As an offshore service provider,
understanding the impact of climate
change in the evolving oil and gas sector
and growing offshore renewables sectors
are an important consideration for the
Board. The Board maintains oversight
and delegates responsibility to the
Sustainability Committee to monitor
a range of climate-related risks and
opportunities. The principal Climate-
related risks and opportunities are
integrated with our strategic planning
process and are discussed at Board level
as part of the wider risk management
framework. Oversight of the sustainability
and risk management activities by the
Board is ensured through the CFO’s
direct involvement in both the Group’s
Sustainability Committee and the Risk
Management Committee. The CFO feeds
back to the Board with a climate related
discussion at least quarterly as part of
regular Board briefings. Key actions
and guidance on sustainability from the
Board are communicated through the
Group three times a year at sustainability
meetings with both representatives
from the Board and the Group’s key
management functions all in attendance.
Additional relevant details on the overall
organisation and governance structure
are disclosed on pages 52 to 59.
b) Management’s role in climate-related
risk management
Risk Management Committee
The Group Risk Management Committee
has responsibility for maintaining the
Group risk register, as part of the wider risk
management framework, which includes
climate-related risks identified by the
Sustainability Committee. The group meet
on a quarterly basis, with two members of
the Board in attendance, which provides
direct board engagement in the process.
The resulting principal climate-related
risks and mitigating actions are shared
with the wider board at least annually.
More information on our risk management
process can be found on pages 41 and 42.
Climate related risks are managed
and monitored through collaboration with
the Sustainability Committee, which is
initially responsible for identifying climate-
related risks. Should a climate related
risk be promoted to a principal risk, the
Risk Management Committee then takes
ownership for management of the risk.
Sustainability Committee
The Group has established a Sustainability
Committee which includes our CFO, QHSE
Director, Head of Mechanical Solutions
and HR Director. This committee meet
three times a year and is responsible for
identifying new potential climate-related
risks and opportunities as well as tracking
relevant sustainability related information
and progress against sustainability targets.
Identified risks are shared with the Risk
Management Committee as appropriate
and where principal risks and opportunities
are identified these are incorporated into
the Group Risk Register. This committee
also serves to facilitate knowledge sharing
of climate related information, energy
saving and sustainability opportunities
between business functions. Oversight
from the Board is provided by direct
participation of one member of the
Board of Directors within the committee.
Further details of the risk management
process carried out by the committees
is presented in the section TCFD: Risk
Management below.
TCFD: Strategy
a) Describe the climate-related
risks and opportunities the
organisation has identified over
the short, medium, and long term.
b) Describe the impact of climate-
related risks and opportunities
on the organisation’s businesses,
strategy, and financial planning.
c) Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C
or lower scenario.
a) Identified climate-related risks
and opportunities
The summary table on page 23 and 24
outlines the climate-related risks and
opportunities identified with potential to
have a material impact on the Group. Many
of the risks identified also present potential
opportunities to the business which are
managed, along with risk, under the Group
Risk Management Framework. Risks and
opportunities are assessed across the
Group’s geographical segments namely:
Europe, the Americas, Asia Pacific and
Middle East. Generally, our process has
identified that transition risks are most
likely to materialise in our European and
Americas segments and physical risks are
more likely to impact our Asia Pacific and
Middle East segments.
Opportunities are assessed through
engaging with external market insights
and the most material of these
opportunities, the access to an alternative
market through offshore renewables, is
discussed and quantified in the Market
Review section on pages 14 and 15.
Corporate Sustainability continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
20
b) Impact on business, strategy and
financial planning
Our climate-related strategy
The flexibility of our operations towards
changing offshore market demands can
give our investors reassurance of our
sustainable future.
Given the fungibility of our services across
both oil and gas and renewables markets,
under the Group’s current outlook (defined
under the business as usual scenario) no
climate-related risks are deemed to have
potential to present material risks in the
short to medium term. Additionally, no
specific climate-related risks from the
climate-related risk register have been
identified as principal risks to the Group
(see Principal risks and uncertainties,
page 42). Due to the long-term nature
of the risks, the actual impact the risk is
having on the Group at present is not
material, however already the Group is
acting to prevent the potential impact
of the risks arising.
Global concerns around energy security
and affordability, presented alongside a
focus on sustainability, requires Ashtead
Technology to remain flexible in how we
support our customers. We do this by
ensuring our technology is fungible
across both the oil and gas and renewables
markets, meaning we can pivot our
business to address legislative and
market changes.
Our overall business strategy can be found
on page 5, where supporting the energy
transition markets is a central theme for
sustainable and profitable growth. For
example the strategy includes climate
related elements, such as:
• Deploying our competencies and
capabilities to support the offshore
energy transition markets
• Working with our customers to help
them transition their businesses towards
new energy sources and minimising the
carbon footprint of their operations
• Within our operations supporting oil
and gas, we are focused on efficiency
improvements and providing services
for clearance and decommissioning of
assets, aligning with our strategy of
supporting an effective energy transition
Our technology investments and
operations align with our sustainability
strategy and we continue to invest in
ensuring our business is fit for the future.
• We prioritise investment, including
acquisition, in areas that are applicable
to all offshore energy markets, with
all capital expenditure directed
towards technologies that can be
utilised across both traditional and
renewable energy markets
Given the nature of our business, our
own operations have low environmental
impact. However, we actively explore ways
of minimising our negative impacts on
the environment and embed these ideas
into our Group’s operations. For example,
we work with our customers to explore
ways to improve efficiency and reduce the
environmental impact of their operations.
These activities are driven by both market
demand for more efficient services, as well
as our own culture.
The Group’s strategy in relation to climate
change has remained consistent with prior
reporting periods, as the climate-related
risks and opportunities facing the business
are unchanged. Since no material risks
are identified in the short and medium
term under the current outlook, no
additional contingency or mitigation
is currently planned.
The risks identified do not currently
have a material impact on the Group’s
financial position.
c) Scenario analysis and resilience
Aligning with the TCFD framework,
resilience of the business against climate-
related risks is assessed with reference
to both ‘physical’ and ‘transition’ risks.
Physical risks are acute or chronic risks
resulting from changing climate, assessed
as financial risk arising from specific
weather events, such as droughts, floods
and storms which could cause damage to
infrastructure and additional disruptions
to our operations. Chronic physical risks
are financial risks arising from long term
changes in climate, including increased
global temperature, rising sea levels and
water scarcity.
Transition risks are financial risks arising
from society’s transition into a low carbon
or more sustainable economy. These risks
relate to the impact changing policy and
green financing initiatives may have on
business operations, as well as the impact
of a transition of demand towards new
technologies to address climate issues.
This year, to increase our understanding
of the climate-related risks facing the
business, we have implemented a scenario
analysis process, the purpose of which is
to assess the resilience of the business
under a wider range of assumptions and
potential futures.
Scenario Analysis
The Sustainability Committee have used
a qualitative climate scenario analysis to
identify and assess the climate-related
risks and opportunities facing the Group.
Two scenarios were used to compare
the potential impact of climate-related
risks and the resilience of the business.
These scenarios are our Business-as-Usual
Scenario (>2°C warming) and Accelerated
Climate Action Scenario (1.5°C warming).
Risk factors under each scenario are
informed by the Global Energy and
Climate Model Scenarios developed by
the International Energy Agency (IEA)
as well as the most recent analysis from
the International Panel on Climate Change
(IPCC) from the Sixth Assessment Report
(AR6). These sources were selected
because they are reputable and are
frequently referenced by other
businesses in the markets Ashtead
Technology operate within.
Business as usual Scenario (>2°C
warming)
This scenario aligns with the previous
assumptions and scenarios referenced in
the Groups climate-related risk assessment.
Under this scenario we envisage long-term
growth in offshore renewables primarily
driven by market demand and increasing
but moderate levels of compliance
requirements. Under this scenario climate
change impacts are clearly noticeable as
average global temperatures rise to >2
0
C
above pre-industrial levels. In this scenario
some but not all companies reach net-zero
emissions commitments by 2050.
• Transition risk factors are informed by
the IEA Stated Policies (STEPS) scenario
which broadly aligns with Ashtead
Technology’s broader future outlook
from market engagement and insights
from industry and market analysis.
• Physical risk factors are informed by the
IPC SSP2-4.5 scenario which outlines the
climate impacts of a global temperature
rise of >2.0°C by 2050.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
21
Accelerated Climate Action Scenario
(1.5
0
C warming)
Our Accelerated Climate Action scenario
has been introduced to our climate-related
risk and strategy assessment to assess
a broader range of financial impacts of
climate-change, with a particular focus
on ‘transition’ risks. Under this scenario
global efforts are assumed to take a
major shift towards prioritising climate
action to achieve goals set out in the
Paris agreement of limiting global warming
to 1.5
0
C. As a result of this effort global
emissions reach net zero by 2050, an
effort which is accompanied by increased
demand for green technology, high carbon
price and globally aligned climate policy.
Physical climate factors under this
scenario are minimised due to the
consolidated effort to reduce
emissions and global warming.
• Transition risk factors are informed
by the IEA Net Zero Emissions by
2050 (NZE) scenario which sets out a
pathway for the stabilisation of global
average temperatures at 1.5°C above
pre-industrial levels. The scenario is
characterised by global cooperation and
defines the metrics considered during
our risk assessment process.
• Physical risk factors are informed by the
IPC SSP1-2.6 scenario which outlines the
climate impacts of a global temperature
rise of 1.5°C by 2050 as a result of
successful action to limit climate change.
Risk Resilience
The Group have assessed operations to be
highly resilient to the impacts of climate-
change under both scenarios considered.
The primary physical risk facing Ashtead
Technology are the acute physical risks
from storms and floods. Even under the
business as usual (>2
0
C warming) scenario,
where physical risks are potentially higher,
the Group is resilient to the risk due to
regional distribution of our assets across
our global facilities as well as various client
sites. Some of our facilities are located in
areas which are prone to extreme weather
conditions (US, UAE and Singapore
facilities) and to date have not faced
significant loss or damage from flooding
or storms. Additionally our assets are built
to operate reliably in some of the harshest
offshore environments which provides
built-in resilience to extreme weather risks.
Corporate Sustainability continued //
Transition risk is assessed to have the
higher potential impact on the Group’s
operations, although risk level is still
deemed low under our current outlook.
Inclusion of an accelerated climate action
scenario (<1.5°C warming) in the risk
assessment process highlighted that the
highest level transition risk facing the
Group was the risk of new technology
and our ability to respond fast enough
to the demand for greener technology
alternatives required globally to limit global
warming to such an extent. The impact of
additional risk factors considered under
the <1.5°C, such as net zero mandates and
rising supply chain costs, were elevated,
but still assessed as overall a low risk.
We are confident that the fungibility of our
assets provides a natural hedge against the
‘transition’ risk factors and market changes
expected under either scenario, provided
the Group continue to prioritise investment
in technology ready to service all offshore
energy markets.
Opportunities
The referenced scenarios also highlight
potential opportunities for the Group,
particularly in Europe and Asia. For
example, the increased demand for
offshore renewables has already provided
opportunities in a new market for Ashtead
Technology, a trend which is only expected
to rise under an accelerated climate action
scenario. Physical climate-related risks may
also present opportunities. Since climate
change is likely to increase the severity of
storms and extreme conditions offshore,
under our business as usual scenario,
Ashtead Technology is well positioned to
support a potentially increased need for
offshore monitoring and repair operations.
While the offshore oil and gas market
may see decline in the long term, it is
likely that offshore oil and gas activity will
remain important in ensuring future energy
security, affordability, and sustainability
under all potential scenarios. Scenario
analysis has reinforced the Group’s
confidence in its climate-related strategy
and remains well positioned to provide
offshore services during and after an
energy transition.
Climate Related Risk Table
Aligning with the TCFD framework, specific
climate-related risks and opportunities
identified through our process have been
assessed against the following categories:
New Technologies, Market Shifts,
Regulatory, Reputation and Physical Risks
and Opportunities. The risks identified are
considered potential risks due to the long-
term nature of the risks and the minimal
impact the risks are currently having on
the Group. In our risk assessment process
the risk level is identified by compounding
both likelihood and financial and
reputational impact.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
22
Risk
description Timeframe Risk level Potential impact Actions/mitigation
Transition risks
New
Technologies
Unsuccessful
investment
in and
development
of relevant
technologies
Long term
(>2°C
warming)
Long term
(1.5°C
warming)
Low
(>2°C
warming)
Medium
(1.5°C
warming)
New technologies appearing in
the market considered as ‘greener’
alternatives. Failure to invest in
new technology could reduce the
attractiveness of our offering.
This could impact the Group’s
revenue if existing customers are
lost, or lower the value of our
asset base.
Under a 1.5°C scenario this risk is
elevated by increased demand for
‘greener’ alternatives as an energy
transition is accelerated.
The Group will continue to invest in
technology which can service green
technology, setting a target to maintain
our high level of equipment fungibility.
The Group continue to engage
with customers and monitor new
technologies to stay ahead of the
curve on ensuring our fleet is relevant
to market needs.
Regulatory
More stringent
reporting and
regulatory
obligations
Long term
(>2°C
warming)
Long term
(1.5°C
warming)
Low
(>2°C
warming)
Medium
(1.5°C
warming)
Increased obligations for compliance
with climate related policy are likely
to increase costs of our operations.
For example, equipment may have to
adhere to updated standards, which
may increase our operating costs.
Since the Group’s operations generate
minimal direct emissions, the impact
of carbon pricing is immaterial to
Group’s finances.
Under a 1.5°C scenario the probability
is elevated, however the potential
impact remains low.
The Group has rolled out Scope 1
and Scope 2 reporting across global
operations to better monitor exposure
to regulatory risks.
We will continue to monitor
developments in UK sustainability
reporting standards.
Market and
Reputation
Change in
consumer
preferences
sentiment
within a
changing
energy market
landscape
Long term
(>2°C
warming)
Long term
(1.5°C
warming)
Low
(>2°C
warming)
Medium
(1.5°C
warming)
As the offshore energy landscape
evolves there is a risk that the Group
fails to meet changing demands
within the market. This could
potentially reduce revenues from
a loss of customers.
Servicing the offshore renewables
market creates a natural hedge
against any future decline in
oil and gas activity.
Under a 1.5°C scenario the probability
is elevated, however the potential
impact remains low.
We will continue to prioritise capital
investment and market research
into ways to service both oil and gas
infrastructure and offshore renewables,
to protect against market uncertainty.
We plan to widen our oil and gas
decommissioning offering and grow
operations in offshore renewables,
setting a new target to increase
revenue from the renewables
market annually.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
23
Risk
description Timeframe Risk level Potential impact Actions/mitigation
Physical risks
Acute physical
Increased
frequency
and severity
of storms,
extreme
precipitation,
storm surges,
heat waves,
hurricanes and
other tropical
storms and
cyclones.
Long term
(>2°C
warming)
Long term
(1.5°C
warming)
Low
(>2°C
warming)
Medium
(1.5°C
warming)
Potential to increase frequency
of interruptions to operations and
damage to assets from extreme
weather events. Decreased offshore
activity could reduce revenue and
damage to assets could increase
operating costs.
Potential impact on revenue from
decreased offshore activity is offset
by increased demand for repair and
inspection services.
Under a 1.5
0
C scenario the
physical impacts of climate
change are lessened.
Ashtead Technology’s assets are built
for harsh offshore environments and as
a result our assets are highly durable
towards extreme weather events.
Increased contingency will be built
into our forecasting as frequency of
extreme weather events increases, and
extreme weather will be considered in
reviewing future site locations in the
US, UAE and Singapore in particular.
Chronic
physical
Rising sea
levels and
rising average
temperatures.
Long term
(>2°C
warming)
Long term
(1.5°C
warming)
Low
(>2°C
warming)
Medium
(1.5°C
warming)
While the risk is low, rising average
temperatures have potential to impact
our workforce, particularly at sites in
the US, UAE and Singapore. Negative
impacts on our workforce could
increase staffing costs or increase the
costs of maintaining a high standard
of working conditions at our facilities.
Under a 1.5°C scenario the
physical impacts of climate
change are lessened.
Risks to our employees due to
weather pattern changes and rising
temperatures will be mitigated
by ensuring safety of employees
during travel to and from work and
recommending sunscreen and
regular skin checks.
Corporate Sustainability continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
24
TCFD: Risk Management
a) Describe the organisation’s
processes for identifying and
assessing climate-related risks.
b) Describe the organisation’s
processes for managing
climate-related risks.
c) Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into the
organisation’s overall risk
management.
Ashtead Technology’s Sustainability
Committee have undertaken a climate-
related risk assessment, which assesses
the potential impact of various climate-
related risks and opportunities facing the
Group. Climate-change risk itself has not
been identified as a principal risk to the
Group due to the flexibility of the Group’s
services. However climate-change still
presents a range of potential risks and
opportunities, which the Group continues
to monitor.
a) Identification of climate-related risks
The Group’s Sustainability Committee
is responsible for identifying and
monitoring a wide range of potential
risks and opportunities facing the
business as a result of climate-change.
The committee was established during
2025 and operates at a Group level. The
Committee meets at least three times per
year in order to discuss new and evolving
risks and opportunities facing the business.
The results of these discussions are
documented in a specific climate-related
risk register.
Risks and opportunities are identified
across the Group’s global presence
and informed by the knowledge and
experience of the sustainability committee
members, supported by direct involvement
of several members of the leadership
team, as well as reference to reputable
information from external bodies. Our
risk assessment process for climate-
related risks aligns with TCFD guidance
and considers the following categories of
climate-related risks:
Transition Risks: Identified through
reference to the IEA’s future scenarios
as well as Rystad Energy Insights and
other industry outlooks.
Physical Risks: Informed through reference
to the findings of the IPCC, and assessed
through our scenario analysis process.
Climate related risk identification and
assessment incorporates our scenario
analysis process described in the TCFD
Strategy section on page 20. Every
three years the sources used within the
scenarios analysis will be reviewed and
each risk will be reassessed under the
reviewed scenarios.
b) Climate-related risk management
process
Climate-related risks are assessed within
the same robust risk management
framework as other risks which the
Group assess, as detailed on page 41. In
the risk assessment process, risks and
opportunities are assessed over short
(0-3 years), medium (4-10 years) and
long-term (>10 years) timeframes. These
timeframes are relevant to the lifetime of
assets within our operations and financial
projections we complete, including our
going concern assessment which considers
a two-year period. The impact level of
each risk is assigned as high, medium, or
low impact. Impact is defined by grading
both the financial and reputational impact
of a risk, weighed against the perceived
likelihood of occurring. The risks are
documented in the sustainability risk
register, which is updated quarterly.
The process directs the areas of highest
priority through the risk score, and actions
are distributed based on skill set. For
climate-related risks the Sustainability
Committee is responsible for delegating
actions, unless the climate-related risk
is identified as a key enterprise risk, in
which case the risk would be elevated, and
actions assigned by the Risk Management
Committee. The QHSE team is responsible
for many of the actions relating to
monitoring and minimising the Group’s
impact on the environment.
Materiality assessment
Materiality of risks are considered with
respect to the interests of stakeholders
and the impact on our future. In our
process, climate-related risks are assessed
under the same criteria as wider risks.
Materiality is primarily financially driven,
with potential impact of at least 5% of
revenue, Adjusted EBITA or Adjusted Profit
After Tax. This is something we continue to
progress and review ensuring relevance of
the identified risk and opportunities with
industry developments and changes in
stakeholder interests.
c) Integration of climate-related risks
Climate-related risk assessment is
integrated into our wider risk management
framework. Following initial identification
and assessment of a wider range of
potential climate-related impacts by the
Sustainability Committee the highest
priority risks, determined from the risk
score and timeframe, are communicated
to the Risk Management Committee. This
is facilitated by direct involvement from
key individuals in both the Sustainability
Committee and the Risk Management
Committee. In the event that a climate
related risk identified by the Sustainability
Committee is assessed as a key enterprise
risk, control of the risk is raised to the Risk
Management Committee and the Board.
Establishing the Sustainability Committee,
a separate function for assessment of
climate-related risks, has the advantage
of driving more meaningful consideration
towards climate related risks and allows
a wider range of potential climate risk
factors, discussed by members of the
Group with specialist knowledge and
the most relevant roles. It also provides
space for climate-related risks to be
fully discussed in addition to the more
material risks facing the organisation,
while facilitating appropriate consideration
of the most material climate related risks,
when required.
Members of the Risk Management
Committee also remain well informed on
potential climate-related impacts on the
organisation through analysis of market
data, participation at relevant energy
transition forums, and Director level
participation in events, conferences and
trade associations.
The Board carries out an annual review
of the Group Risks, considering the
sectors we operate in to determine the
principal risks which take priority. None
of the specific climate-related risks are
principal risks, however some of the
principal risks contain climate-related risk
factors, particularly the Macroeconomic
Environment risk.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
25
TCFD: Metrics and
Targets
a) Disclose the metrics used by the
organisation to assess climate-
related risks and opportunities
in line with its strategy and risk
management process.
b) Disclose Scope 1, Scope 2, and, if
appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the
related risks.
c) Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets.
Metric Target Timeframe Baseline 2025
Performance
against base
Associated
risk
Revenue from
Renewables
Increase Annual £47m Previous
Year (2024)
£49m +4% Market &
Reputation
Fungibility
of Assets
Maintain Annual 85% 2024 85% +0% New Technology
Emissions
Intensity
Maintain 2030 N/A New 2025
baseline
5.3
tCO
2
e/£m
+0%* Regulatory
* Since our emission reporting scope has increased this year a new 2025 baseline has been established. As our business is not high intensity we are committing to maintain existing levels
up to 2030.
a) Climate-related metrics
Monitoring the Group’s performance is
an important element of understanding
the Group’s exposure to climate related
risks and opportunities. This year, along
with widening our data gathering
scope, we have focused our approach
to tracking progress against targets in
relation to the identified climate-related
risks. We disclose several metrics relating
to the Group’s emissions and energy
use, as well as metrics concerning the
Group’s performance within the offshore
renewables market. Three key metrics,
revenue from renewables, fungibility of
assets, and Group emissions intensity,
have been identified and allocated targets
which will be tracked annually to monitor
the Group’s climate related-strategy.
Details of the key metrics, associated
potential risks, and progress against
targets, can be found in the summary
table below.
b) Scope 1, 2 and 3 emissions
The Group records and reports Scope 1
and Scope 2 emissions which are detailed
along with our approach on pages 27 and
28. While our emissions do not currently
have a material impact on the Group’s
operations, tracking our emissions and
intensity are important for understanding
the Group’s exposure to potential
future risks from future increased
regulatory requirements.
c) Climate-related targets
Along with the widening of our data
gathering and streamlining of key metrics
the Group have set specific targets for
the key metrics relating to our climate-
related strategy. Care has been taken to
set targets which we believe are achievable
and appropriate for a growing and
acquisition focused business. These
targets will be compared in future
reporting against a 2025 base year
or to the previous year for annually
tracked targets.
Corporate Sustainability continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
26
Performance against
objectives
Revenue from renewables
We measure performance against our
objective to grow our activities within the
renewables sector by tracking the revenue
generated by the Group from services
provided to offshore renewables projects.
While this metric is largely driven by
market demand, we have set a target to
annually increase revenue from renewables,
aligning with our expectations of future
business growth and growth in the
offshore renewables market. This metric
is used to track our exposure to the risk
of Market and reputation changes as the
renewables market grows.
Progress against this target will be
measured against the previous year’s
results, with a target to increase revenue
on previous year. This year our revenue
from the renewables market was £49m
an increase of £1.7m on our previous
year’s renewables revenue.
Fungibility of assets
To demonstrate our ability to pivot across
both oil and gas and renewables markets
dependent on market need, we track
the fungibility of assets in our fleet. This
metric is calculated as the percentage
of our equipment (based on number of
units) which has an application within
both offshore renewables and the oil &
gas market. This metric demonstrates our
exposure to a shift in market sentiment
and/or pace of transition as identified in
our climate-related risk register.
This metric is related to our exposure to
the risk of not adopting or servicing
New Technology.
We have set a target to maintain a
level of asset fungibility of at least 85%
as we grow and continue to invest in
technology. Progress against this target
will be assessed annually against the
baseline. As of 31 December 2025, 85% of
our asset base can service either market
demonstrating that our assets are flexible
and we are well positioned to pivot
depending on market requirement.
Emission intensity
We monitor and report the Scope 1 and
Scope 2 emissions of our Group-wide
activities. As an acquisition-focused
business the Group expects continued
growth in the coming years, which is
likely to be accompanied with increased
operational emissions. Therefore, to ensure
the sustainability of our operations as
we grow, we have set a target against
our emissions intensity, measured as the
sum of annual global Scope 1 and Scope
2 emissions divided by annual Group
revenue. The sum of annual global Scope
1 and Scope 2 emissions are calculated
as per the methodology outlined in
Greenhouse Gas Emissions and Energy
Use section below. Group revenues are as
reported in our annual accounts. Our
target is to continue to grow revenues
while decreasing the emissions intensity
metric by 2030 with respect to the
base year. This metric helps to track our
exposure to regulatory risks associated
with increased regulatory pressure on
high emission activities and supports
our energy efficiency objectives.
Since this is the first year we have gathered
and reported on emissions globally, a new
2025 base year has been established,
against which progress against the target
will be assessed in subsequent years.
Greenhouse gas emissions and
energy use
Ashtead Technology has been disclosing
its scope 1 and 2 GHG emissions from
its UK operations since 2022, complying
with the Streamlined Energy and Carbon
Reporting (SECR) legislation. Scope 1
and 2 emissions are also a key metric for
understanding the Group’s environmental
impact and performance against emissions
targets. We have been in scope for SECR
reporting since 2023 but we began
reporting in 2022 and have disclosed
emissions data for all our UK sites.
This year we have begun reporting
our Group global Scope 1 and Scope
2 emissions in line with the SECR
requirements for quoted companies.
Our global Scope has revealed that
77.5% of our Group Scope 1 and Scope
2 emissions and 57% of our Group total
energy consumption relate to our
UK operations.
Scope
Scope increased to Group-wide reporting
in 2025 due to our move to the Main
Market. Addition of intensity ratio based
on Group revenue.
Period
From 1 January to 31 December.
Calculation methodology
The reporting methodology utilised is the
GHG Protocol Corporate Accounting and
Reporting Standard, using the Operational
Control approach. Energy consumption
data comes from invoices and, where
required, estimates. Transport data comes
from fleet owned vehicles mileage records.
Emission factors used to calculate GHG
emissions come from the UK Department
of Energy Security and Net Zero (DESNZ
2025) as well as other respective sources,
where applicable, for determining
emissions for sites out with the UK.
Emissions factors for purchased electricity
consumption is determined by
site location, generally country or
statewide, where data is obtained from
The Carbon Database Initiative (CaDI).
Scope 1 includes direct emissions owned
or controlled by Ashtead Technology and
includes gas and fuel oil consumption
as well as fleet owned vehicles. Scope
2 includes emissions associated with
purchased electricity consumption and is
calculated on a location-based approach.
Diesel fuel in the Scope 1 emissions refers
to diesel used in Group owned vehicles,
as well as in equipment (such as forklifts)
in company facilities. The intensity ratio
chosen is calculated based on total tonnes
of CO
2
e emissions in the reporting period
divided by the Group revenue in the
reporting period.
Energy Efficiency Schemes
Ashtead Technology continued to progress
several energy schemes across our
operations in 2025 which are outlined in
our Corporate Sustainability statement
under the goal of Supporting the Energy
Future on page 17.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
27
Global greenhouse gas emissions and energy use data for the period 1 January
2025 to 31 December 2025
Since this is the first year we have recorded and reported our global emissions and energy usage, under the SECR reporting scope
for quoted companies, reliable comparative data for operations outside the UK is not available for 2024 and therefore no comparatives
are provided.
Scope 1 emissions in metric tonnes CO
2
e
2025
(Group)
Gas consumption (natural gas and propane) 37.36
Refrigerants 11.22
Fuel oil (kerosene) consumption 173.76
Diesel fuel 181.23
Company owned delivery vehicle mileage 132.71
Total Scope 1 536.28
* UK Scope 1 operations account for 39% of the total Global emissions.
Scope 2 emissions in metric tonnes CO
2
e
Purchased electricity (location based) 539.63
Total Scope 2 539.63
* 90 tonnes CO
2
e removed from Scope 2 purchased electricity on the Towie site due to direct wire agreement with wind turbine on site.
** UK Scope 2 operations account for 18% of the total Global emissions.
Total tonnes CO
2
e
Total gross emissions in metric tonnes CO
2
e 1,075.91
Underlying energy consumption (kWh)
Gas (natural gas) 164,330
Gas (propane) 12,875
Kerosene 668,959
Diesel 698,282
Electricity 3,048,769
Total energy consumption 4,593,215
Intensity ratio
Tonnes CO
2
e per FTE 1.79
Tonnes CO
2
e per £m of revenue 5.295
Corporate Sustainability continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
28
Description Disclosure
TCFD
reporting
status
Report
location
Governance Disclose the
organisation’s
governance around
climate-related risks
and opportunities.
a) Describe the Board’s oversight of climate-related
risks and opportunities.
Compliant Corporate
governance
statement,
pages 52 to 59
b) Describe management’s role in assessing and
managing climate-related risks and opportunities.
Compliant Governance,
page 20
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.
Compliant Climate-related risk
register, pages
23 and 24
b) Describe the impact of climate-related risks
and opportunities on the organisation’s businesses,
strategy, and financial planning.
Compliant Strategy, page 5
c) Describe the resilience of the organisation’s strategy,
taking into consideration different climate-related
scenarios, including a 2°C or lower scenario.
Compliant Scenario analysis,
pages 22 and 23
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.
Compliant Climate-risk
management,
page 20
b) Describe the organisation’s processes for managing
climate-related risks.
Compliant Climate-risk
management,
page 20
c) Describe how processes for identifying, assessing,
and managing climate-related risks are integrated
into the organisation’s overall risk management.
Compliant Climate-risk
management,
page 20
Principal risks,
pages 41 and 42
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.
Compliant Climate-related
metrics and
targets, page 26
b) Disclose Scope 1, Scope 2, and, if appropriate,
Scope 3 greenhouse gas (GHG) emissions, and
the related risks.
Compliant Greenhouse gas
emissions and
energy use,
page 28
c) Describe the targets used by the organisation
to manage climate-related risks and opportunities
and performance against targets.
Compliant Performance
against objectives,
page 26
1 We have reported our climate-related financial disclosures in line with the recommendations provided in the most recent guidance from the TCFD. All disclosures have also been made
in such a way to fully meet the mandatory climate related financial disclosures under the UK’s Companies Act 2006.
TCFD compliance index table
1
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
29
The Board recognises that strong, constructive
relationships with our stakeholders are essential
to the success of our business. We are committed
to acting responsibly, making well-considered
decisions, upholding high standards of business
conduct, and leading by example.
Under Section 172(1) of the Companies Act 2006, directors
must act in good faith in a way they believe will most likely
promote the long-term success of the Group for the benefit
of its members as a whole. In doing so, they must also consider
a range of stakeholder interests, including:
• the long-term consequences of decisions
• the interests and wellbeing of the Group’s employees
• the need to foster strong relationships with suppliers,
customers and other partners
• the impact of the Group’s operations on local communities
and the environment
• the importance of maintaining a reputation for high
standards of business conduct
• the need to act fairly between members of the Group
By actively considering our stakeholders’ interests and
understanding the wider impact of our activities on the
communities and environments in which we operate, we
aim to deliver long-term value for shareholders, strengthen
our reputation and competitive position, and support
sustainable growth.
The Board takes all stakeholders into account when making
decisions. While not every decision can benefit all stakeholder
groups simultaneously, the Board is confident that its decisions
are fair, consistent, and free from conflicts or negative
stakeholder impacts.
Stakeholder Engagement //
Collaboration in action.
Employees
Why we engage
As a service driven organisation, our employees are central
to every aspect of our operations and our culture. We
are committed to providing a safe, diverse and inclusive
working environment, supporting long term training and
development, and promoting employee health and wellbeing.
How we engage
We communicate with employees through a range of channels,
including our weekly newsletter, social media, town hall
meetings, toolbox talks, learning sessions, the intranet and
social events.
In 2025, we further enhanced our internal newsletter which
is sent globally to our workforce, weekly.
In July, the Board conducted its annual two-day site visit to
our Aberdeenshire operations, meeting senior leaders and
employees across the business.
Executive Directors and the Leadership Team maintain
regular engagement with employees through both formal
and informal interactions.
During 2025, we continued to enhance our learning and
development function providing training programmes across
the Group.
Our global HR function continues to monitor remuneration,
hiring and retention practices to ensure fair and competitive
pay relative to our sector, and, as we are a growing company,
we continue to offer opportunities for progression.
Key decisions in the year ensured that we maintain sound
employee practices and growth opportunities for our people.
Priorities for 2026
We will continue to strengthen internal communication and
plan to increase the number of employee forums in 2026 with
a particular focus on ensuring we expand the engagement
between our people and our Board as part of our ongoing
obligations as a Main Market listed company.
These forums help identify current issues and provide a
platform for open dialogue.
Our HR Director will attend at least two Board meetings
each year to update the Board on matters relating to
workforce engagement.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
30
Customers
Why we engage
Strong, transparent communication with our customers
is essential to building long term relationships and trust.
Regular engagement ensures we understand their needs,
make informed capital investment decisions, and remain
responsive to their operational requirements.
How we engage
Our teams maintain frequent contact with customers through
operational discussions, client meetings, workshops and
site visits.
We monitor customer feedback through daily sales notes,
customer contact reports and annual reviews.
The executive management team provides the Board with
regular updates on customer sentiment, pricing, quoting
activity, market drivers and key contracts. This insight supports
long term decision making, including investment in people
and equipment to align with customer strategies and
strengthen relationships.
Our strategy continues to focus on expanding the breadth
of services we offer in order to support our customers in
achieving their strategic goals.
Key decisions during the year ensured the business has
the capability and resources to support our customers’
requirements.
Priorities for 2026
We will maintain alignment with the needs of our key strategic
customers through ongoing dialogue, structured feedback
and surveys.
We remain committed to delivering a high-quality service and
supporting our customers in meeting their own obligations.
Suppliers
Why we engage
Collaborative relationships with our suppliers are essential to
maintaining the quality of our equipment and ensuring reliable
service delivery to customers.
The Board recognises the critical role suppliers play in
supporting the Group’s operations.
How we engage
We have developed long standing supplier relationships built
on regular communication and shared objectives. We work
closely with suppliers to exchange best practice, identify
operational synergies and explore technological advancements
that enhance performance.
In 2025, we continued to strengthen our supply chain
management capability and continued senior level engagement
with suppliers, with regular updates provided to the Board.
Our suppliers remain integral to our growth ambitions and will
benefit as we continue to invest in the business.
Key decisions during the year were designed to position the
Group for sustained expansion and ensuring we had the supply
chain to support our customers’ ongoing needs.
Priorities for 2026
We will continue to strengthen supplier relationships through
regular dialogue and by sharing our investment plans.
We will also continue to advance ethical working practices
through monitoring of our supplier code of conduct.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
31
Shareholders and the wider
investment community
Why we engage
Shareholder perspectives play a significant role in shaping
Board decisions.
We aim to maintain strong, transparent relationships with
both shareholders and the broader investment community.
How we engage
With the move to the Main Market, we have carried out a
considerable number of investor meetings during the year.
In addition to our two Financial Results investor roadshows
(March and September) and our AGM in May, our CEO and
CFO spent time in both the UK and US through June to
August meeting with existing and potential investors ahead
of the Group’s listing on the LSE’s Main Market on 6 October,
including site visits held over two days in September.
Throughout the year, the executive management team
responds directly to shareholder enquiries and in addition to
the above, we frequently hold meetings with investors at their
request. We also participated in several investor conferences
in the UK throughout the year.
In 2025 we introduced a live webcast of our analyst meeting
on the day of both full and half year Financial Results, this was
also made available on the website for investors and potential
investors to view.
The key decisions made in the year were the appointment
of a joint broker, Peel Hunt, and the move from AIM to the
Main Market which we believe will provide greater liquidity
and broader access to international investors to support
the next phase of Ashtead Technology’s growth strategy
implementation.
Priorities for 2026
We have been working with our Financial PR advisors to
enhance our shareholder communication through 2026 and
ensure that our financial calendar allows for regular check-in
points and open dialogue with investors.
Based on investor feedback we plan to reinstate the live
investor presentation as part of our full year and half year
Financial Results investor roadshows in 2026. This will be
held in addition to the equity analyst presentation webcast.
Government and regulatory bodies
Why we engage
As a listed business, strong relationships with regulators
are critical.
In addition, given the nature of its operations, the Group must
maintain various licences to operate, including those required
for owning and moving equipment across international borders.
Maintaining these licences is essential to supporting global
customer demand.
How we engage
Management engages openly with relevant government
bodies through calls, written correspondence and
face to face meetings.
The Board receives regular updates on licence status and
participates in meetings where appropriate. Our decision-
making processes include thorough due diligence and
consideration of regulatory impacts. We are confident that
none of our key decisions through 2025 have had adverse
regulatory implications.
Priorities for 2026
We will continue to maintain constructive dialogue with
government and regulatory bodies and ensure full compliance
with licensing and regulatory requirements.
Stakeholder Engagement continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
32
Community and the environment
Why we engage
Engaging with local communities helps us understand local
concerns and contribute positively to the areas in which we
operate. As a service provider to the offshore energy sector,
we closely monitor the environmental impact of our activities
and continue to expand our support for the energy transition,
including safe decommissioning.
How we engage
In 2025, we invested in our local facilities, providing long-term
employment and engaging with local businesses
and organisations.
We support the Community through volunteering and
fundraising.
We also continued to advance our energy transition offering
by developing new tools for the renewables and
decommissioning markets.
The Board supports this strategic focus through resource
allocation and investment in innovative, sustainable
technologies.
Key decisions during the year centred on investment in the
business, benefiting local communities through employment
opportunities and community support.
Priorities for 2026
Through 2026 we will continue to strengthen community
engagement programmes including supporting STEM and
recruitment events at local schools and colleges and local
charities through fundraising and volunteering. We will also
expand our support for the energy transition through our
capital expenditure programme and investment in key
enabling technologies.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
33
Stakeholder Engagement continued //
Principal decisions made in the year
Below are some examples of principal decisions made in the year including the process made and the consequences of the decision
in the long term.
Principal
decision taken
by the Board
Background to
the decision
Stakeholders
aected
Factors
considered
The Board’s
decision
Appointment of an
additional independent
Non-Executive Director
Whilst the Board was
effective in its prior
composition it was
agreed that an additional
member with operational
experience as well as
additional diversity
would be beneficial and
add further skills and
gender balance to the
existing Board
As the Group’s ultimate
decision making
body, the Board’s
composition ultimately
has implications for all
stakeholder groups
The Board considered
the key gaps in
experience and skill set
as well as the need to
improve on its diversity
and inclusion
Following a thorough
recruitment process
managed by Russell
Reynolds, Kristin Færøvik
was appointed in
January 2025
Appointment of Peel
Hunt as joint broker
After over three years
as a listed entity and
with a potential move
to the Main Market
being considered it was
felt that a joint-broker
relationship would be
in the best interest
of the Company and
its stakeholders
Shareholders and
the wider investment
community
The Directors considered
the need for an additional
broker, investor access,
potential working
relationship with our
existing broker and
understanding of
the business
Following a shortlisted
process including
presentations and
meetings with
prospective brokers the
Board appointed Peel
Hunt in January 2025
Payment of dividend The Board considers
its commitment to a
progressive dividend
which has seen a small
annual dividend paid
every year since 2023
Shareholders The Board aims to
ensure that dividends
are consistent with the
Group’s capital allocation
priorities. With significant
growth opportunities
available both organically
and inorganically and
the quantum of dividend
paid. It also considered
the need (or not) to pay
an interim dividend
The Board proposed a
dividend payment of
1.2p per share which was
approved at the AGM
in May 2025. As in prior
years, it was agreed,
given the quantum,
not to pay an
interim dividend
Appointment of AMBA
Secretaries as Company
Secretary
Due to a combination
of business growth and
our potential move to
the Main Market the
Board agreed that it was
appropriate to appoint
an independent
Company Secretary
Shareholders and
Regulatory Bodies
The Directors considered
the options available
and whether to recruit
or utilise a third-party
Company Secretarial
service. Experience
of working in a listed
company environment,
specifically on Main
Market and with
our size of business
was considered
Following a competitive
process and interviews
and meetings with Board
representatives, the
Board appointed AMBA
Secretaries as Company
Secretary in July 2025
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
34
Principal
decision taken
by the Board
Background to
the decision
Stakeholders
aected
Factors
considered
The Board’s
decision
Appointment of Senior
Independent Director
(SID)
With the potential move
to the Main Market and
following a review of the
Company’s governance
procedures it was agreed
that the Company was
now at an appropriate
stage in its development
to appoint a SID
As the Group’s ultimate
decision making
body, the Board’s
composition ultimately
has implications for all
stakeholder groups
The Board considered
experience, knowledge
of the business, board
room dynamics, potential
conflicts, leadership and
complementary skills to
the Chair
Following discussion
with all Board members
it was agreed that the
Company would appoint
Tony Durrant as SID in
August 2025
Move from AIM to
Main Market
As a result of regulatory
changes impacting both
AIM and Main Market
the Board agreed in
early 2025 that it should
consider a move from
AIM to the Main Market
Given the increased
regulatory requirements
of Main Market and the
additional prestige of this
market it is believed that
this decision impacted on
all stakeholders
The Directors consulted
with various advisors and
its top shareholders
Following consultation
with the Company’s
advisors and largest
shareholders, the Board
confirmed its move to
the Main Market in
August 2025
Capital allocation The budget, approved
by the Board, sets the
allocation for capital
to deliver our growth
strategy through
investment in capital
expenditure and talent.
This is considered
alongside other capital
allocation priorities such
as M&A, dividend and/or
share buy-backs
Shareholders and
employees
The Board considered
the market information,
customer needs and
opportunities presented
by the Executive
Directors as well as
financial metrics such as
cash flow and leverage in
determining the approval
of capital expenditure
and recruitment plans, as
well as ensuring sufficient
capital was retained
for additional capital
allocation opportunities
such as M&A, dividend
and share buy-backs
(as appropriate)
The 2026 budget was
presented to the Board
in December 2025 and
formally approved at
the January 2026
Board meeting
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
35
Ingrid Stewart
Chief Financial Officer
Ashtead Technology delivered
another strong financial
performance in 2025 with a
resilient organic outturn and
strong year-on-year growth in
revenue on a reported basis,
driven by the acquisitions of
Seatronics and J2 Subsea.
Strong, resilient margins and an excellent
returns performance were underpinned by
both solid operational execution and the
continued mix-shift of revenues owing to
a disciplined focus on quality. The business
also delivered strong operational cash
flow resulting in de-leveraging to 1.3x at
year end. This performance was achieved
despite a more challenging market
backdrop as a result of multiple factors
including the US offshore renewable
policy change, US tariffs and geopolitical
factors impacting Europe and the Middle
East, demonstrating the robustness of our
diverse and international business model.
Revenue
Group revenue increased by 21% to
£203.2m, predominantly driven by the
full year impact of revenues from the
Seatronics and J2 Subsea acquisitions.
These acquisitions have been an excellent
addition to the global Ashtead Technology
business, increasing our footprint
across every region where we operate,
broadening the breadth and depth of our
capability and adding new services such
as cable moulding and manipulator repair
to the Group’s portfolio.
An early focus following the Seatronics and
J2 acquisitions was to reduce lower margin
revenues, prioritising earnings quality
over volume. This focus on higher quality
revenues provides a stronger base as we
look forward. The split of the revenue
growth was as follows: 19% inorganic
growth (acquisitions completed in late
2024), 3% organic growth and -1% impact
from FX.
Organic revenue growth in the year was
impacted by a number of market factors
noted above that resulted in a reduced
seasonal peak in revenues through late Q2
and Q3. Our H2 revenues were 5% ahead
of our H1 revenues which demonstrates
improved growth through the latter part
of the year, providing good momentum
as we moved into 2026.
All geographic segments delivered a
strong performance as we progressed
our global growth strategy and focus on
operational execution. Revenues in Europe
grew by 19%, Americas by 14%, APAC
by 30% and the Middle East by
44% compared to the prior year. 33%
of our revenues are generated from our
non-European operations whilst within our
Europe revenue base, we include revenues
generated outside Europe which are
supported by our European operations.
This includes revenues from projects in
South America, West Africa, Asia and the
Caspian. Our Americas region had the
lowest growth in 2025 and bore the largest
impact of the adverse market factors
described above, including regulatory
changes to the US wind sector and tariffs.
Both of our core end markets contributed
meaningfully to the Group’s performance
with year-on-year reported revenue
growing 28% from oil and gas and 4% from
offshore renewables which was impacted,
in part, by the acquisitions of Seatronics
and J2 Subsea. Our strategy remains to
acquire oil and gas–focused businesses
that can also be repositioned to support
offshore wind, improving the robustness
of the acquired businesses. The fungibility
and transferability of our technology and
expertise enhances the Group’s ability
to deliver growth and value, through
the life cycle of offshore infrastructure
in both the oil and gas and offshore
renewables markets.
External costs directly relating to revenue
External costs relating to revenue of £52.1m
represented 26% of revenues compared
to 23% of revenues in 2024. The costs in
this category include direct costs relating
to the provision of equipment and/or
services to the customer, excluding any
staff costs. This includes component and
material costs, freight, cross hire, rental
share, spares, and equipment repairs.
The increase in percentage is due to an
increase in the sale of new and/or in-house
built equipment as part of our wider,
integrated offering to our customers.
Delivering a strong
operational performance.
Ashtead Technology
delivered another strong
financial performance
in 2025 with a resilient
organic outturn and
strong year-on-year
growth in revenue.
Chief Financial Ocer’s Report //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
36
Staff costs
Staff costs of £54.1m (2024: £48.4m)
increased 12% on the prior year with
much of the increase attributable to
the full year impact of the Seatronics
and J2 Subsea acquisitions. Our average
employee numbers increased from 560
to 649 from 2024 to 2025, an increase
of 16%. In addition to increasing our pool
of offshore and onshore technicians to
support revenue growth, we continued
to build out our support and management
functions as we position our business
for further growth.
Other operating Costs
Our other operating costs of £20.9m
(2024: £16.4m) increased by 27% (£4.5m)
in the year due to additional scale as a
result of the acquisitions of Seatronics
and J2 Subsea. Within the £4.5m increase,
the biggest contributors were £0.9m
of additional IT costs and one-off legal,
professional and stock exchange fees of
£1.6m relating to the move from AIM to
the Main Market. Other operating costs
includes facility costs (excluding leases),
insurance, IT costs, legal and professional,
audit and marketing.
Reversal of impairment loss on trade
receivables
Through 2025 the Group collected £1.3m
from a customer that had been fully
provided for in prior years and therefore
this one-off gain has been excluded
in the calculation of Adjusted EBITDA.
In addition, £1.4m has been released
against the bad debt provision due to
a reduced provision required under the
ECL (expected credit loss) calculation
as a result of an improvement in cash
collection at year end.
Profitability
We continued to deliver strong margins
with an Adjusted EBITDA margin of 40.6%
(2024: 41.3%) and an Adjusted EBITA
margin of 29.1% (2024: 29.9%), at the
higher end of our medium-term target
range. Our medium-term target is for high
20%’s Adjusted EBITA margins. The slight
reduction in 2025 margin against the
prior year was the result of the revenue
mix change due to the Seatronics and
J2 Subsea acquisitions. Adjusted EBITA
increased 17% to £59.1m (2024: £50.3m).
In determining Adjusted EBITDA and
EBITA we remove any one-off income or
costs. Adjusting items in 2025 total £1.2m
and relate to:
• £1.6m legal, professional and stock
exchange costs relating to the move
from AIM to Main market
• £0.4m restructuring costs from
simplifying the Group’s legal structure,
predominantly the striking off of
previously acquired entities from the
Group structure
• £0.6m one-off software development
costs linked to ERP enhancement and
integration
• -£1.3m receipt of a previously provided
debtor balance
Our operating profit of £51.6m compares
to £42.8m in 2024. Net finance costs
increased to £10.3m from £6.7m in 2024 as
a result of funding the Seatronics and J2
Subsea acquisitions through our revolving
credit facility (RCF) in late 2024. Profit
before tax of £41.2m compares to £36.1m in
2024, an increase of 14.3%.
The tax charge of £9.0m represents an
effective rate of 21.9% (2024: 20.2%).
As a result of the above and our strong
financial performance over the year, we
have seen a continued compounding of
our earnings per share as follows:
• Statutory diluted EPS: 39.6p
(2024: 35.4p), up 11.9%
• Adjusted basic EPS: 49.4p
(2024: 45.0p), up 9.8%
We have delivered a CAGR of 37% in
Adjusted EPS since 2022.
Cash Flow and Balance Sheet
Cash inflow from operations was £73.2m
(2024: £46.5m).
Capital expenditure increased to £37.2m
(2024: £29.4m) as we continued to
increase the breadth and depth of our
industry-leading fleet to support our
customers globally. As our equipment fleet
is not held for resale, capex is classified as
investing activity.
Our right of use assets increased due to
a combination of our new mechanical
solutions facility in Houston, our expanded
facility in Norway and extensions to
existing leasehold units globally. During
the year we released three of the facilities
held by Seatronics and J2 Subsea. We now
operate from fifteen locations globally
across the UK, Norway, USA, Canada, UAE
and Singapore.
Our working capital at year end was 16.4%
of revenues, slightly above our year-end
target of 15%. During 2025 we invested
in inventory to support the growth of the
manipulator repair and cable moulding
services acquired through the Seatronics
and J2 Subsea acquisitions.
Acquisition spend of £1.8m, including £1.7m
offset against trade receivables due from
the seller, related to final payments on the
ACE Winches, Seatronics and J2 Subsea
acquisitions with no further acquisition
related payments due. Due to the strong
cash generation in the year, we reduced
our net debt to £108.9m (2024: £128.4m)
and leverage of 1.3x (2024 pro forma: 1.6x)
further strengthening our balance sheet.
Capital Allocation
We remain firmly committed to delivering
strong returns on capital. Our decision
making is underpinned by strict financial
discipline, whether we are investing in
technology and people to support organic
growth, assessing acquisition opportunities
or considering returns to our shareholders
via dividends or share buybacks.
With a positive market outlook over the
medium-term we see merit in continued
organic investment as well as pursuing an
acquisition strategy through which we can
achieve significant synergies and growth
through our network.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
37
Table A – Results reconciliation / Adjusted figures
Chief Financial Ocer’s Report continued//
The Board recognises the importance of
dividends and share buybacks, both as a
way to deliver returns to shareholders and
as a mechanism for maintaining capital
discipline. The Board has recommended
a full and final dividend of 1.3 pence per
share for the year ended 31 December
2025, an increase of 8%. The dividend is
payable on 28 May 2026 to shareholders
on the register as of 1 May 2026, with an
ex dividend date of 30 April 2026. As in
prior years, the Board does not intend to
pay interim dividends.
Presentational changes to the income
statement
The presentation of expenses in the
income statement has changed from
the prior year to enhance the readers’
understanding of the operations and
performance of the Group. Providing
more relevant information on the face
of the income statement will allow the
user to better analyse cost movements
year-on-year and the key drivers that
affect the Group’s profit or loss each year.
There is no change in the comparative
amount for revenue or operating profit
as disclosed in the 2024 annual report
and financial statements.
Reconciliation of adjusted and reported
IFRS results
The Group uses several alternative
performance measures (APMs) that, in
management’s view, provide useful insight
into the business and assist readers of the
Annual Report in understanding underlying
performance. These measures are not
defined under IFRS and may therefore
not be directly comparable with similarly
titled measures used by other companies.
They are not intended to replace or be
considered superior to IFRS measures,
but they are important metrics used
internally to assess performance. Users
should note that the exclusion of one off
items may result in underlying measures
being materially higher or lower than
statutory results.
In determining Adjusted EBITDA, Adjusted
EBITA, Adjusted Profit Before Tax and
Adjusted Profit After Tax (used in the
calculation of Adjusted EPS), the Group
adjusts for items considered to be one off
in nature. In 2025, these predominantly
related to the move from AIM to the
Main Market, one off integration and
restructuring costs associated with the
winding up or liquidation of non trading
entities within the Group, and the receipt of
a significant debtor balance fully provided
for in prior years. These actions did not
involve the restructuring of any trading
operations; where entities had previously
traded, their activities and associated costs
had already been transferred to other
Group companies.
In addition, amortisation of intangible
assets is adjusted for in certain APMs,
reflecting the fact that analysts and
investors often treat this item differently
in their assessments. Adjusting for
amortisation therefore supports
consistency of analysis. Definitions of
the Group’s APMs are provided in the
definitions section of the Annual Report,
with reconciliations to the nearest GAAP
measures included in the Appendix to
the financial statements.
Ingrid Stewart
Chief Financial Officer
16 March 2026
Results
reconciliation
£000 Adjusted Amortisation FX
AIM to Main
costs
Restructuring
costs
Software
costs
Receipt of
previously
impaired
debtor Reported
Revenue 203,195 – – – – – – 203,195
Operating expenses (152,048) – 407 1,554 364 552 (1,258) (153,667)
Other operating
income 2,027 – – – – – – 2,027
Operating profit 53,174 – 407 1,554 364 552 (1,258) 51,555
Depreciation 23,292 – – – – – – 23,292
Amortisation 5,959 – – – – – – 5,959
EBITDA 82,425 – 407 1,554 364 552 (1,258) 80,806
Depreciation (23,292) – – – – – – (23,292)
EBITA 59,133 – 407 1,554 364 552 (1,258) 57,514
Amortisation – 5,959 – – – – – (5,959)
Finance cost (net) (10,322) – – – – – – (10,322)
Profit before tax 48,811 5,959 407 1,554 364 552 (1,258) 41,233
Ta x (9,034) – – – (91) (138) 214 (9,019)
Profit after tax 39,777 5,959 407 1,554 273 414 (1,044) 32,214
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
38
Key Performance Indicators //
The Group evaluates strategic
performance using a broad set
of financial and non financial
KPIs. We are pleased with the
progress achieved in 2025,
reflecting our ongoing success
in advancing our growth strategy
through both organic initiatives
and targeted acquisitions.
Operational highlights:
• Successful integration of Seatronics
and J2 Subsea achieving synergies
ahead of plan whilst significantly
increasing the breadth and depth
of our offering to our customers
• Continued investment in the senior
leadership team with appointment
of Head of MS, CIO, HR Director
and QHSE Director
• £37.2m capital expenditure of which
£33.8m was in our technology fleet
• Investment in our facilities for further
growth, with the opening of a new
dedicated MS facility in Houston and
moving to a larger facility in Stavanger
• Played a key supporting role in India’s
first major offshore decommissioning
project at the Tapti field
• Expanded range of in-house designed
equipment broadening our portfolio of
services to our international customers
• Continued to support our customers
with our expanding range of equipment
and services across the offshore lifecycle,
offering clear competitive advantages
through our one-supplier approach
• Significantly de-levered our balance
sheet providing headroom to support
further organic and inorganic growth
opportunities
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
39
Key Performance Indicators continued//
Revenue (£m)
£203.2m
Adjusted EBITA*
£59.1m
Leverage**
1.3x
Return on invested capital (ROIC)
22.7%
Cost utilisation
45%
Total recordable incident rate (TRIR)
0.5
Adjusted EBITA margin*
29.1%
Adjusted profit before tax*
£48.8m
Adjusted earnings per share
49.4p
Revenue by market: (£m)
Commentary
Growth of 21%, split 19% from M&A, 3%
from organic growth and -1% from FX.
Commentary
Adjusted EBITA excludes items considered
one-off in nature and FX gains/losses.
This is a key metric used by analysts and
investors in measuring our performance.
By using adjusted figures there is a more
direct comparison to prior year.
Our Adjusted EBITA growth was 17%
year on year.
Commentary
Leverage is a key metric to determine
capital discipline. We have utilised our
RCF in all of our acquisitions since IPO.
Leverage is at the lower end of our target
range of 1-2x.
Commentary
ROIC is a useful indicator to ensure
capital (being debt and equity) is invested
appropriately. 2025 ROIC at 22.7% is ahead
of our cost of capital.
Commentary
Utilisation continues to be managed
around the target mid 40%s. Cost
utilisation is a useful indicator of
performance of the equipment fleet and
is calculated as the cost of equipment
on hire divided by the total cost of the
equipment owned.
Commentary
TRIR is an industry recognised metric.
The Group had three recordable incidents
in the year resulting in a TRIR of 0.5.
Commentary
29.1% Adjusted EBITA margin is at the
higher range of our expectations as
we continue to target high 20%s.
Commentary
Adjusted profit before tax is seen as a
key financial metric to determine financial
success. The Group uses Adjusted
profit before tax so as to normalise
for any adjusting items which may
make comparison with previous years
challenging. In 2025 we delivered a 12%
increase in adjusted profit before tax.
Commentary
Adjusted EPS is used as a measure of
Group performance prior to any adjusting
costs. This is also the measure used to
determine LTIP vesting. We have continued
to grow our EPS during 2025 with a
growth of 10%.
2024 £168.0m 2024 £50.3m 2024 1.6x
2024 24.3%
2024 46%
2024 0.0
2024 29.9%
2024 £43.6m
2024 45.0p
2025 £203.2m 2025 £59.1m 2025 1.3x
2025 22.7%
2025 45%
2025 0.5
2025 29.1%
2025 £48.8m
2025 49.4p
** Alternative Profit Measures used. See Appendix to the
accounts for calculation of Adjusted EBITA, Adjusted
Profit Before Tax and Adjusted Profit After Tax.
** 2024 leverage figure is proforma including the full
year impact of the Seatronics / J2 Subsea acquisitions
completed in November 2024.
Definitions can be found on page 139.
Commentary
Our equipment and services are fungible
across both the oil and gas and renewables
market. In 2025 24% of our revenues came
from the offshore renewables market,
a decrease in proportion but an absolute
increase of £1.7m.
Oil and gas
76%
Renewables
24%
2024: 72% 2024: 28%
24%
76%
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
40
Maintaining a robust
risk management framework.
Ashtead Technology’s risk
management and internal
control processes are designed
to identify and mitigate the risks
inherent in the sectors in which
we operate, while enabling the
Group to achieve its strategic
objectives and deliver long-term
value to shareholders. The Board
retains collective responsibility
for establishing and overseeing
the Group’s risk management
framework. Together with our
risk-aware culture, compliance
focus, internal controls and
the oversight of the Audit
Committee, this framework
provides assurance that risks are
being appropriately identified,
monitored and managed.
Risk is defined as any factor that could
pose a threat to Ashtead Technology, our
operations or our workforce, or that could
prevent the business from achieving its
strategic objectives. The Group assesses a
broad range of risks, including commercial,
personnel, asset and systems, financial
and credit, sustainability, legal and
compliance-related risks.
Our risk management framework plays a
vital role in maintaining financial stability
and supporting Group performance.
Continuous identification and monitoring
of risk is undertaken to achieve the
following core objectives:
• Accountability — promoting a proactive
approach to risk mitigation through
clearly defined roles and responsibilities
• Transparency — establishing clear and
understandable standards regarding risk
acceptance across the business
• Protection / Security — safeguarding
our people, the environment, and the
security of our finances and facilities
• Compliance — ensuring adherence to
applicable laws, regulations, industry
standards, customer requirements and
internal policies
Risk is assessed at Group level,
reflecting the common market
dynamics across our global
operations. Where appropriate,
specific mitigation measures are
implemented at either Group or
regional level.
Our risk operating model is built around
four key components, enabling us to
effectively identify, measure, manage
and report both external and internal
risks across the business.
1. Risk identification
The Risk Management Committee
comprises the CEO, CFO, COO, CIO,
Commercial Director, HR Director, Regional
Directors, Service Line Directors and the
QHSE Director, ensuring representation
from across the breadth of the business.
The Committee meets quarterly to review
and assess the principal and emerging risks
facing the Group.
2. Measurement & evaluation
All identified risks are assessed and
recorded in a risk register, where they
are evaluated for potential severity and
likelihood. Each risk is weighted based
on its probability, financial impact and
potential effect on the Group’s reputation.
3. Risk management
The Risk Management Committee
determines appropriate mitigating
actions for each identified risk, informed
by an assessment of the effectiveness
of the existing control environment.
Where necessary, enhancements to
the control environment are identified
and implemented to strengthen risk
management across the Group.
4. Risk reporting
The Corporate Risk Register is reviewed
with the Board at least annually, and
the principal risks – those assessed as
having the greatest potential impact on
the Group – are discussed regularly at
Board meetings. The CFO is responsible
for ensuring that any actions arising from
the Risk Management Committee are
progressed in a timely manner.
Outside the standard reporting cycle, any
changes to risk that are expected to have
more than a 10% impact on the Group’s
forecast EBITDA for the year are reported
to the Board of Directors immediately.
Risk
identification
Measurement
& evaluation
1
2
3
4
Risk
reporting
Risk
management
Risk Management //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
41
Very low
Very low
Impact
Likelihood
1
Macro-economic environment
2
Reliance on IT systems and potential breach of security or cyber-attack
3
Health, safety & environment
4
Compliance & ethics
5
Geopolitical tensions
Low Medium High Very high
Low Medium High Very high
5
1 2
4
3
Our risk heatmap
Risk Management continued //
Principal risks and uncertainties
The Group’s principal risks are those
assessed as having the greatest potential
impact on the business. These risks and
uncertainties are outlined in this section,
accompanied by a heatmap illustrating
likelihood and impact, along with details
of developments during the year and
the trend relative to the prior period.
Additional risks – whether currently
unknown or considered immaterial – may
in the future have a material adverse effect
on the Group’s reputation, operations,
financial performance or financial position.
While climate risk is increasingly
recognised as a critical global issue,
it is not classified as a principal risk for
the Group in 2025 due to the nature
of our operations (see the sustainability
section on pages 16 to 29). However,
rising awareness, evolving regulatory
and industry standards, and potential
direct impacts mean that climate risk
may be identified as a principal risk in
future periods.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
42
Risk Description
Example
mitigating actions
Change in
the year
Risk
trend¹
1
Macro-
economic
environment
The Group operates across the
offshore energy sector, supporting
both offshore oil and gas and
offshore renewables.
Activity levels in these sectors
can be influenced by a range
of external factors, including
global economic conditions,
political sentiment, the availability
of alternative energy sources,
regulatory changes, customer
vessel schedules, oil and gas
price volatility and
weather-related disruption.
Our services and equipment
are highly fungible across
geographies and markets, enabling
us to support offshore activities
throughout the full lifecycle of an
asset – from pre-development
through to decommissioning.
This flexibility, combined with
our international reach and
balanced exposure to both
oil and gas and renewables, is
designed to enhance our resilience
to shifts in market dynamics.
Increasing our presence in
offshore renewables and oil and
gas decommissioning provides a
natural hedge against fluctuations
in traditional oil and gas activity.
During the year, we
continued to invest in
technologies capable
of supporting both
markets and expanded
our footprint across all
geographic regions.
2
Reliance on
IT systems
and potential
breach of
security or
cyber-attack
The Group manages its operations
through its ERP system, and its IT
platforms and infrastructure are
critical to the effective running
of the business. A prolonged
outage or disruption to these
systems would significantly
affect the Group’s ability to
operate efficiently.
Cyber incidents or attacks on the
Group’s IT systems could result
in a range of adverse outcomes,
including disruption to the
supply of products and services,
temporary interruptions during
system upgrades, impairment
of operational capability, loss of
intellectual property, proprietary
information or customer data,
disruption to customers’
operations, and increased costs
associated with prevention,
response and remediation.
The Group recognises the growing
frequency and sophistication of
cyber security threats and takes
this risk extremely seriously.
Working alongside specialist
partners, the IT team continually
reviews the threat landscape
and implements appropriate
mitigations.
The business is registered with the
UK National Cyber Security Centre,
benefits from proactive threat
monitoring services provided by
external agencies, and maintains
cyber insurance. Cyber security
training is mandatory for
all employees.
An IT disaster recovery plan is
in place which was thoroughly
reviewed and renewed during
the year.
The IT Risk Register, which is
scored against the corporate
Risk Matrix, is reviewed monthly
with the risk owners and updated
accordingly for mitigating actions.
Where relevant, mitigating activities
form part of the annual IT project
delivery schedule and are planned
and executed according to risk
score and priority.
Throughout 2025, the
Group continued to
strengthen its team with
the appointment of a new
CIO. It also added three
individuals to the internal
ERP support team whilst
continuing to invest in
both its ERP and
IT systems.
The Group continued its
cyber attack defences
through ongoing phishing
simulations, vulnerability
scanning, ransomware
mitigation measures
and enhanced user
monitoring.
Key
Reduced No change New
2
1 Risk trend is based on the risk position currently compared to the prior year reporting date as assessed by the internal Risk Management Committee.
2 While no change was identified year on year, on reflection, the impact of a serious issue has been moved to very high.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
43
Risk Description
Example
mitigating actions
Change in
the year
Risk
trend¹
3
Health,
safety &
environmental
The Group’s projects are
predominantly offshore
and can involve complex
operations carried out in remote
environments and challenging
sea conditions.
Providing subsea equipment,
services and solutions is
inherently hazardous, and our
activities are exposed to the
risks associated with offshore
operations. In addition, onshore
activities – such as equipment
assembly, heavy lifting and the
use of large machinery – carry
their own inherent risks.
Continuous monitoring and
management of health, safety,
security, environmental and
quality risks is therefore critical
to the safe and effective delivery
of our services and failure to
effectively manage health,
safety and environmental risks
could result in personal injury,
environmental harm, operational
disruption, regulatory or legal
penalties, financial loss and
reputational damage.
The Group monitors QHSE
performance on an ongoing basis
and QHSE statistics are shared
with our employees on
a monthly basis.
A QHSE strategy is in place
alongside an associated plan
for continuous improvement
of QHSE.
The Group maintains ISO 9001,
ISO 14001 and ISO 45001
accreditations, all of which
were successfully audited
during the year.
We operate a comprehensive
competency programme to ensure
that all technical personnel are
appropriately trained for the tasks
they undertake, whether on Group
premises or at customer sites,
both onshore and offshore. The
Group also maintains a range of
insurance cover, including marine
insurance for physical damage to
its equipment, employer’s and
general liability insurance, and
property insurance.
We recruited a new QHSE
Director in May in order to
provide clear leadership
to our QHSE team and
provide strategic QHSE
support to our operational
teams globally.
During the year, we have
reviewed our IMS system,
increased our reporting
around QHSE matters,
including near miss
recording, improved our
QHSE communications
and continued to
strengthen our safety
culture across the
organisation.
4
Compliance
& ethics
Ashtead Technology operates
globally in complex regulatory
environments and is committed
to conducting business in full
compliance with applicable
laws and to the highest
ethical standards.
Nevertheless, there remains a risk
that employees, representatives
or other associated parties may
act in ways that breach the
Group’s internal compliance
policies or relevant legislation,
including anti bribery and
anti-corruption laws.
Certain technology used by
the Group is subject to export
controls and is operated under
licences that restrict its export
to, or use within, specific
jurisdictions. Any failure to
comply with these requirements
could result in reputational
damage, administrative or civil
penalties, criminal sanctions, or
the suspension or termination
of operations.
The Group has an established
internal control programme to
manage sanctions and export
control risk. All relevant personnel
receive annual training on export
compliance and anti bribery and
corruption policies, which are
embedded within the Group’s
code of conduct.
Employees responsible for
processing transactions involving
items subject to international
trade sanctions or export related
regulations receive additional, role
specific training.
The Group maintains detailed
logs and registers documenting
the intended use and location of
controlled technology, transacts
only with reputable customers,
and seeks to comply fully with all
applicable licence conditions.
The Group completed a
review of its anti bribery,
corruption, sanctions and
export control processes
and continued with its
mandatory training for all
relevant employees.
Updated commercial
principles were shared
and training provided
to relevant personnel
to further enhance their
understanding of the
commercial risks and
how and when to seek
expert advice.
Risk Management continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
44
Risk Description
Example
mitigating actions
Change in
the year
Risk
trend¹
5
Geopolitical
tensions
Geopolitical issues continue
to shape the global environment
in which Ashtead Technology
operates.
International disputes are
closely monitored, and
compliance procedures are
in place to ensure the Group
avoids high risk countries
and counterparties.
The Group carefully selects the
countries in which it operates,
taking into account the varying
economic and geopolitical risks
associated with each territory.
Regions exposed to elevated
political risk are strategically
avoided. Global sanctions
and international disputes
are continually assessed, with
compliance processes ensuring
the Group does not engage with
high-risk jurisdictions or partners.
The Board and management team
also monitor economic trends to
align operational capacity with
regional demand. The fungibility of
our services across geographies,
combined with our exposure to
global markets, enables the Group
to pivot quickly in response to
changing conditions. This flexibility
is equally important in adapting to
shifts in political pressure on energy
policy, given the applicability of our
equipment across both oil and gas
and renewables.
During the year, the
Group remained focused
on its long-term strategy,
monitoring market
conditions and investing
in organic opportunities
to support its
international customers
and drive growth.
1 Risk trend is based on the risk position currently compared to the prior year reporting date as assessed by the internal Risk Management Committee.
Key
Reduced No change New
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
45
A robust and sustainable business.
Introduction
Ashtead Technology is a global
business supporting the oshore
energy industry. The breadth of
its oering, the fungibility of its
services and technologies across
both oil and gas and renewables
markets, and its international
reach all provide a robustness
to its business model.
In considering the Group’s viability,
the Board regularly assesses the risks
to its business model, strategy, future
performance, solvency and liquidity.
These assessments are supported by the
risk management processes described on
pages 41 and 42 and include a review of
the Group’s exposure to the oil and gas
industry, competitor action, customer
plans, geopolitics, the impact of climate
change, the Group’s quality of information
technology systems and security, and key
executives and staff.
Assessment period
The Group’s customers are principally
involved in the construction, inspection,
maintenance, repair and decommissioning
of offshore infrastructure. Given the
nature of the industry and the planning
cycles involved, these activities can cover
periods of no more than several weeks
up to several years from start to end.
Ashtead Technology’s management works
closely with its customers, discussing their
operational plans and related capital and
operational expenditure programmes, with
a natural focus on the requirements for the
coming year. The outlook for the Group
beyond this period is generated from
management’s assessment of market
data and projections published by industry
commentators and analysts. These macro,
longer-term forecasts are subject to
significant volatility.
The directors have determined that a
period of three years to December 2028
is an appropriate assessment period over
which to provide its viability statement.
This period is consistent with that used
for the Group’s corporate planning process
and reflects the directors’ best estimate
of the future prospects of the business,
including the nature and potential impact
of the principal and emerging risks that
face the business. The Board noted in
considering the appropriate assessment
period that the Group’s banking facilities
are due to expire in April 2028.
The Board also considered whether there
are specific foreseeable events relating to
the principal and emerging risks that could
occur beyond this three-year period which
should be taken into account when setting
the three-year assessment period and
concluded there were none.
Assessment
The nature of the Group’s operations
exposes the business to a variety of risks
which are noted on pages 42 to 45. The
Board regularly reviews the principal risks
and assesses the appropriate controls and
further actions given the Board’s appetite
for risk as described on pages 41 to 45.
The Board has further considered their
potential impact within the context of the
Group’s viability assessment.
In assessing the viability of the Group,
the Board consider internal financial
projections to the end of 2028 which
made the following assumptions:
• Growth in Ashtead Technology’s
addressable market in line with Rystad
Energy market growth;
• Demand for energy services continues to
grow, driven by growth within emerging
markets and sustained demand from
developed markets;
• The Group retains its existing customer
base;
• Global oil price remains at an average
c.$60 per barrel or more during the
forecast period;
• The business refinances its RCF no
later than April 2028.
A downside case of the financial
projections was also produced to model
a severe but plausible deterioration in
market conditions relevant to the Group’s
principal risks. The downside case models
a reduction in revenue of 5% in 2026, 10%
in 2027 and 15% in 2028 ascertain the
resulting impact on EBITDA and total cash
and bank/(borrowings) assuming a modest
reduction in cost. If conditions were
worse than anticipated in the downside
case, corporate cash outflows, capital
expenditure and operating costs would be
reassessed resulting in additional financial
flexibility. In the downside scenario, the
Group continued to generate cash and had
significant headroom under its committed
facilities and financial covenants.
Conclusion
The Board believes that the Group’s
strategy for growth, the fungibility of its
equipment and services across oil and
gas and offshore renewables markets, its
international reach, its ability to support
the full lifecycle off offshore projects from
construction through to decommissioning,
and the breadth of its offering provide
Ashtead Technology with a strong
platform on which to continue its business.
The Directors, therefore, have a reasonable
expectation that Ashtead Technology
will be able to continue in operation and
meet its liabilities as they fall due over
the three-year period of their assessment.
Going concern
The consolidated financial statements
of the Group are prepared on a going
concern basis. The Directors of the
Group assert that the preparation of the
consolidated financial statements on a
going concern basis is appropriate, which
is based upon a review of the future
forecast performance of the Group for a
two-year period ending 31 December 2027.
During 2025 the Group has continued
to generate positive cash flow from
operating activities with a cash and
cash equivalents balance of £14,073,000
(2024: £12,168,000). The Group has
access to a multi-currency RCF and
additional accordion facility which have
total commitments of £170,000,000 and
£40,000,000 respectively, both of which
expire in April 2028. The accordion facility
is subject to credit approval. As at
31 December 2025 the RCF had an
undrawn balance of £50,576,000 on
the £170,000,000 facility available at
that time.
Viability Statement and Board Approval for the Strategic Report //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
46
The Facility Agreement is subject to a
leverage covenant of 3.0x and an interest
cover covenant of 4:1, which are both to be
tested on a quarterly basis. The Group has
complied with all covenants from entering
the Facility Agreement until the date of
these financial statements.
The Group monitors its funding and
liquidity position throughout the year to
ensure it has sufficient funds to meet its
ongoing cash requirements. Cash forecasts
are produced based on a number of inputs
such as estimated revenues, margins,
overheads, collection and payment terms,
capex requirements and the payment of
interest and capital on its existing debt
facilities. Consideration is also given to the
availability of bank facilities and events that
have occurred in the post balance sheet
period. In preparing these forecasts, the
Directors have considered the principal
risks and uncertainties to which the
business is exposed.
The Directors have performed sensitivity
analysis on the going concern assumption
to determine whether plausible downside
scenarios would have a material impact.
Cash flow forecasts were flexed to model
a 5% and 10% reduction in revenue for
the years ending 31 December 2026 and
2027 respectively, together with a modest
reduction in costs. Under this scenario, the
peak funding requirement over the forecast
period remains within existing facilities,
leaving headroom of £102,641,000 and
no risk of covenant breach.
Taking account of reasonable changes in
trading performance and bank facilities
available, the application of severe but
plausible downside scenarios to the
forecasts, the cash forecasts prepared
by management and reviewed by the
Directors indicate that the Group is cash
generative and has adequate financial
resources to continue to trade for the
foreseeable future and meet its
obligations as they fall due.
The Strategic Report, which includes the
Chair’s Statement, the Chief Executive
Officer’s Statement, the Investment Case,
Our Strategy, Corporate Sustainability
(incorporating TCFD disclosures),
Stakeholder Engagement (including
s.172(1)), Chief Financial Officer’s Report,
Key Performance Indicators, Risk
Management (covering the principal
risks and uncertainties of the Group) and
Viability Statement, was approved by the
Board and signed on its behalf by:
Allan Pirie
Chief Executive Officer
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Strategic Report
47
Leading with experience
and strategic insight.
Board of Directors //
Ingrid Stewart
Chief Financial Officer
Skills
• Extensive corporate finance
and M&A experience
• Strong technical
financial expertise
• Broad business
management acumen
Experience
Ingrid joined Ashtead
Technology as CFO in
January 2021. Her previous
roles include Corporate
Development Director at
EnerMech and Director
at Simmons & Company
International. She is a qualified
Chartered Accountant
(Scotland) having trained with
Deloitte where she spent the
first nine years of her career.
Ingrid has been a Board
member since 2021.
Allan Pirie
Chief Executive Officer
Skills
• Proven leadership and
strategic planning
• In-depth sector
knowledge in subsea
and offshore energy
• Strong commercial and
operational insight
• M&A and transaction
expertise
Experience
Allan joined Ashtead
Technology as CFO in 2009
and became CEO in 2012.
With over 30 years in the
offshore energy sector, his
previous roles include CFO at
Triton Group and Commercial
Director at Viking Offshore
Services. He is a Chartered
Accountant (Scotland) and
has served on the Board
of Ashtead Technology
companies since 2009.
The Board comprises
two Executive Directors
and five Independent
Non-Executive
Directors, collectively
bringing a wealth of
industry knowledge,
governance expertise,
and strategic leadership.
Roles and
Responsibilities
Audit Committee
• Oversees governance
and risk management
• Ensures accuracy of financial
reporting
• Monitors external audit
processes
i
Read more on pages
60 to 62
Remuneration Committee
• Sets remuneration strategy
and policy for Directors and
senior management
• Oversees policy
implementation and
alignment with culture
• Reviews workforce
remuneration and incentives
i
Read more on pages
65 to 79
Nomination Committee
• Leads Board and executive
appointments and
succession planning
• Promotes diversity and
employee engagement
i
Read more on pages
63 and 64
Bill Shannon
Independent Chair and
Non-Executive Director
Skills
• Extensive experience as
Chair of listed companies
• Deep financial and
governance expertise
• Strong understanding
of investor expectations
Experience
Bill has over 30 years of
Board-level experience
across sectors including
retail, leisure, property, and
financial services. A Chartered
Accountant (Scotland), he
began his career at Whitbread
PLC, serving ten years as a
Board Director. His previous
chairmanships include
LSL Property Services plc,
Johnson Service Group plc,
and Aegon UK plc.
He joined the Ashtead
Technology Board in
November 2021.
R N
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
48
Kristin Færøvik
Independent
Non-Executive Director
Skills
• Offshore and subsea
market expertise
• Strong commercial and
growth management
experience
• Extensive board and
non-executive experience
Experience
Kristin, a petroleum engineer
by training, was formerly
Managing Director of Lundin.
She holds board roles across
listed and private companies
including BlueNord,
Shearwater Geoservices and
Hafslund. She joined the
Board in January 2025.
A R N
Thomas Thomsen
Independent
Non-Executive Director
Skills
• Deep knowledge of
renewable energy
• Strategic planning and
business development
• Strong customer and
market focus
Experience
Thomas has over 25 years
in the wind energy sector,
currently serving as SVP of
Semco Maritime’s renewables
division. His previous roles
include CSO at GE Onshore
Wind and senior positions at
VESTAS and AREVA Wind.
He joined the Board in
November 2021.
R N
Jean Cahuzac
Independent
Non-Executive Director
Skills
• Deep expertise in offshore
and subsea markets
• Extensive plc board
experience
• Strong investor
relations and risk
management insight
Experience
Jean has held senior executive
roles for over 40 years,
including CEO of Acergy
S.A. and Subsea 7 S.A. He
currently serves on the boards
of Bourbon, Seadrill and Al
Gihaz. Jean was previously
Chair of Evolen, a French
trade association servicing
energy companies and
professionals and served on
the Board of Subsea 7 until
May 2025.
Jean joined the Board
in March 2024.
A R N
Committee
Audit Committee
Remuneration Committee
Nomination Committee
A
R
N
Tony Durrant
Senior Independent Director/
Non-Executive Director
Skills
• Corporate governance and
financial reporting expertise
• Strong audit and risk
management background
• Deep investor relations
experience
Experience
Tony has over 35 years in
the energy sector, including
as CEO of Premier Oil Plc.
He qualified as a Chartered
Accountant with Arthur
Andersen and held senior
roles at Lehman Brothers.
He joined the Board in
November 2021 and was
appointed Senior Independent
Director in August 2025.
A R N
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
49
As Chair of the Board, I remain committed
to upholding the highest standards of
corporate governance. My role is to ensure
that a robust governance framework
supports the effective delivery of our
long-term strategy. On 6 October 2025
the Company moved to trade on the Main
Market of the London Stock Exchange and
with the move the Company adopted the
UK Corporate Governance Code 2024
(the ‘Code’).
As a Board we strongly believe that good
corporate governance is fundamental
to providing the foundations to build a
successful and sustainable business.
As part of the move to the Main Market
the Board reviewed its governance
structure to ensure compliance with the
Principles and Provisions of the Code.
The Code has five main Principles, which
are supported by a set of Provisions
setting out how companies are expected
to apply the Principles. This framework
enables sound decision-making focused
on sustainable value creation, guided by
the Code. As a Board we are committed
to embedding these Principles within
our business.
The Board is focused on delivering
long-term shareholder value while meeting
stakeholder expectations through strong
leadership and oversight. The Board
has throughout the year continued to
lead the business with dedication, focus
and integrity. We are committed to
responsible decision-making, effective
risk management, and achieving our
strategic objectives in alignment with our
Company values of Agility, Collaboration,
and Excellence. At Ashtead Technology,
we are committed to doing the right thing
– every time, doing things ‘the Ashtead
Technology way’.
I firmly believe that our governance
framework, vision and corporate culture
provide the necessary underpin to enable
the Company to achieve our strategy
and, in doing so, provide assurance to
our stakeholders of our commitment
to accountability, transparency
and responsibility.
This section of the Annual Report,
together with the reports of the Audit
Committee, the Nomination Committee
and the Remuneration Committee,
outlines our full adherence to the Code,
and our commitment to high standards
of governance throughout the business.
There is also a Disclosure Committee.
Board structure and composition
With our move to the Main Market in 2025
this gave us an opportunity to review the
composition of our Board and Committees
and the way in which we operate, and I
am confident that we have the desired
level of expertise within each of these to
ensure that we maintain a strong balance
of functionality with challenge.
Details of our Board of Directors are
provided on pages 48 and 49. The Board
currently comprises seven Directors: two
Executive Directors, an Independent Chair,
a Senior Independent Director, and three
Independent Non-Executive Directors.
This structure ensures a clear balance of
responsibilities and prevents any individual
or group from dominating decision-making.
The Non-Executive Directors meet without
the presence of the Executive Directors
during the year and also maintain ongoing
communications with the Executive
Directors between formal Board meetings.
All Board members remain professionally
active and are given the opportunity to
keep in touch with relevant developments
through appropriate seminars to ensure
the continued development of each Board
member’s skills and capabilities. All the
Directors have appropriate skills and
experience for the role. If required, the
Directors are entitled to take independent
legal advice and, if the Board is informed in
advance, the Group will reimburse the cost
of the advice.
Our Board brings a diverse mix of skills,
experience, and backgrounds. The current
level of gender diversity on the Board
is 29% including one Executive Director.
Whilst we recognise this falls short of
the recommended 40%, the proportion
was increased during 2025 with the
appointment of Kristin Færøvik as Non-
Executive Director. While we currently
have no ethnic minority representation,
our Board includes nationals from the UK,
Denmark, France, and Norway, reflecting a
broad range of educational, cultural, social,
and professional backgrounds. We remain
committed to monitoring and enhancing
Board diversity and effectiveness whilst
ensuring we retain a balanced Board with
an appropriate skill set and size which
ensures we can promote the long-term
sustainable success of the Company,
generating value for shareholders and
contributing to wider society. In Q1 2026
the Board, through the Nomination
Committee, have considered the skills,
diversity and requirements of the Board,
which will be focused on during the year.
With Kristin having settled well into the
Board through 2025 the Board is mindful
of considering ways to further enhance
and improve our diversity.
Leadership
My role as Chair is independent and
distinct from that of the CEO, with clearly
defined responsibilities. Day-to-day
operations are managed by the executive
and senior management teams, while
the Board provides oversight on key
strategic matters. As Chair I report to the
Board and I am responsible for the overall
effectiveness of the Board.
The Board maintains a formal schedule of
matters reserved for its approval, reviewed
annually. These include:
• Defining the Group’s strategic aims
and objectives
• Overseeing Group structure and capital
• Ensuring robust financial reporting,
controls, and dividend policy
• Managing internal controls, risk,
and risk appetite
• Approving significant capital
expenditures or disposals
• Maintaining effective shareholder
communication
• Reviewing and approving changes
to Board membership or structure
Our governance procedures were reviewed
as part of our move from AIM to the Main
Market and has taken reasonable steps to
establish adequate procedures, systems
and controls to enable it to comply with its
obligations arising from the listing rules, the
disclosure requirements, the transparency
rules and corporate governance rules.
As part of this review the following was
undertaken:
• Appointment of a Senior Independent
Director (“SID”)
• Appointment of an external
Company Secretary
• Change to the composition of the
Audit, Remuneration and Nomination
Committees
• Division of responsibilities for Chair,
SID and CEO updated and published
on the website
• Matters reserved for the Board and
Terms of References of all Committees
updated and published on the website
• Appointed a Head of Business
Improvement to monitor risk
management and internal control
frameworks
Ensuring strong leadership and oversight.
Chair’s Statement on Corporate Governance //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
50
• Appointment of a HR Director, whose
role includes working with the Board
to ensure good standards of workforce
engagement
• Tax strategy published on the website
The matters reserved, terms of reference
and division of responsibility can be found
at: https://www.ashtead-technology.com/
investors/corporate-governance/.
In addition, it is recognised that to comply
with the Code, enhanced disclosures in
relation to a number of areas including
board oversight of culture, the Company’s
approach to investing in and rewarding
its workforce, succession planning was
required. The Board has worked and will
continue to do so to ensure full disclosure
on these areas.
New Directors’ Remuneration Policy
With the move from AIM to the Main
Market complete it was agreed in 2025 that
remuneration policies should be aligned
to market practice and remuneration
levels within the Main Market. The revised
policy is designed to align best practice
whilst continuing to incentivise executive
management for successful delivery of
the Group’s strategy and promote long-
term sustainable success. The Directors
consulted with its top 10 shareholders
(representing c.50% of the Company’s
shareholders) and proxy agencies through
January and February 2026. Feedback is
that the revised policy was well received
and considered positively. The policy is
set out in the Remuneration Committee
report, both the Directors’ Remuneration
Policy and Remuneration Report will
be taken forward to the AGM for
shareholder approval.
Risk management
The Board evaluates all decisions in the
context of associated risks. Effective risk
management is essential to achieving our
strategic goals. Further details on our risk
management processes are available on
pages 41 to 45.
In response to the adoption of Provision
29 the Company has appointed a Head
of Business Improvement in late 2025 to
monitor the Company’s risk management
and internal control frameworks, review
their effectiveness and allow us to report
on this in our 2026 Annual Report.
ESG and sustainability
As noted in the Sustainability section of
the report, the Directors have overseen the
wider implementation of the collection of
our Scope 1 and Scope 2 emissions globally
as well as ensuring appropriate procedures
are in place to report adequately under
UK Mandatory Climate-related Financial
Disclosures and TCFD. The Board is
committed to ensuring that the Company
meets its obligations in this regard.
The Company has engaged an external
advisory consulting business to advise on
reporting requirements, in particular TCFD,
who presented to the Board during 2025.
Employee engagement
The Board maintains its oversight of
the Company’s culture. During the year
we have met with staff from all levels of
the organisation during our site visits.
Leadership team members regularly
attend and present various topics to the
Board and its Committees. Board agendas
regularly include specialist topics which
senior leaders will present. These sessions
given the Board the opportunity to meet
and engage with senior leaders from
both operations and support functions.
Following Board meetings, Directors are
invited to attend information receptions
with staff who have presented during
meetings, allowing time for further
discussion and providing the Board with an
opportunity to get to know more people
beyond the Executive Directors.
A new HR Director, Kola Otekalu, was
appointed in September 2025 and going
forward it is the intention of the Board
to work closely with Kola to ensure that
appropriate insight as to the engagement
and culture of the wider workforce
is understood as well as ensuring its
workforce policies and practices are
consistent with our Company’s values and
support its long-term sustainable success.
Shareholder and wider stakeholder
engagement
In accordance with section 172 of
the Companies Act 2006, the Board
recognises the importance of positive
relationships and strong engagement
with all our stakeholders. Listening to
and understanding the views of its key
stakeholders form an integral part of the
Board’s decision-making. Each decision
taken by the Board aligns to our culture
and values, and considers the benefits,
risks, financial implications and impact on
relevant stakeholders.
Details of our s.172 statement and
stakeholder engagement activities are set
out on pages 30 to 33.
Regular shareholder engagement meetings
are organised as part of our annual
financial calendar. The CEO and CFO meet
with institutional investors following the
publication of the Group’s half and full-year
financial results and throughout the year
attend investor conferences in the UK and
US, host multiple site visits (including an
investor site tour to our Houston facility
in 2025) and hold numerous one-to-one
meetings with existing and potential
shareholders. During 2025 the Company
introduced an analyst presentation which
is published on its website. In 2026 it is
the Company’s intention to reintroduce a
channel such as Investor Meets Company
in which to increase its engagement with
private and retail investors.
The Directors receive a report at each
Board meeting detailing the Company’s
major shareholders, any key buyers and
sellers in the period. In addition, feedback
on any investor discussions is shared with
the Board.
Further, the Company Chair and Senior
Independent Director meet investors
to discuss a number of topics including
governance, succession, remuneration
and capital allocation priorities. The Board
attends the Company’s AGM and are
available to engage with shareholders
formally during the meeting or more
informally following the formal business.
The Company’s Annual General Meeting
will be held on 21 May 2026. Shareholders
will receive the Notice of Meeting
and details of proposed resolutions in
due course. This information will also
be published on our website. I would
encourage you all to exercise your vote
and ensure your voice is heard.
In summary the governance framework,
along with the Board and Committee
processes and procedures have remained
robust through 2025 and the Board
has continued to lead the business
with dedication, focus and integrity,
ensuring effective engagement across all
stakeholder groups, considering feedback
in decision-making and striving to make
balanced and considered decisions whilst
delivering long-term sustainable business.
I would like to thank everyone connected
with the Company for their contribution to
another good and disciplined performance
in the year.
Bill Shannon
Chair of the Board
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
51
The Board of Ashtead Technology
Holdings plc (“Ashtead Technology” or
“the Company”) is committed to
maintaining the highest standards of
corporate governance and integrity
throughout the Group. Following its move
to the Main Market of the London Stock
Exchange on 6 October 2025, the Board
now applies the principles and provisions
of the UK Corporate Governance Code
2024 (the “Code”). Prior to the move to the
Main Market, the Company was listed on
AIM and complied with the QCA Corporate
Governance Code 2023 for small and
medium sized companies (“QCA Code”).
This section outlines the governance
framework and processes the Board has
established to ensure effective oversight
of the Company’s purpose, strategy,
operations and risk management, whilst
encompassing the culture and values of
the business and safeguarding the
long-term interests of shareholders
and stakeholders.
Framework
Subject to the Company’s Articles of
Association, UK legislation and any
directions prescribed by resolution at
a general meeting, the business of the
Company is managed by the Ashtead
Technology Holdings plc Board
(the “Board”).
The Chair has overall responsibility for the
management and operation of the Board
which, in turn, oversees the Company’s
strategy, culture, values and purpose, and
operational and financial performance. In
doing so, the Board manages business
and process requirements through a
formal schedule of reserved matters
for its decision-making. A nominated
Senior Independent Director (SID) was
appointed during 2025 and provides
additional support to the Chair in the
delivery of the Board’s objectives. For
more information on the composition, roles
and responsibilities of the Board and the
division of responsibilities between the
Chair/CEO, please refer to our website at
www.ashtead-technology.com/investors/
corporate-governance.
The Board is responsible for the
management and strategic direction of
the Company, to ensure long-term success
by generating value for its shareholders,
while giving due consideration to other
stakeholders, as prescribed by UK law.
The Board discusses strategic planning
and long-term growth objectives. Once
the Board has agreed on these strategic
plans, they are rolled out across the
Group’s operations and relayed to key
stakeholders more generally.
Embedded within strategic planning is
the Group’s appetite for risk. The Group’s
Risk Management framework (see pages
41 to 45), and supporting procedures,
help the Board refine its decision making,
as the opportunities and risks for long-
term success and growth are evaluated
against the risk appetite and culture of the
Group. Following this, the Group’s Business
Strategy and Model are put into action.
The Board is committed to, and ultimately
responsible for, high standards of
corporate governance. It has a formal
schedule of meetings and matters reserved
for its attention, including approval of
strategic plans and acquisitions, ensuring
maintenance of sound risk management
and internal controls, delegation of
authority and other corporate governance
matters. The Board and its Committees
have a formal agenda in place for each
meeting, they receive appropriate and
timely information and appropriate time
is allotted to ensure that s.172 factors are
discussed and taken account of during
Board discussions and decision-making.
The role of each member of the Board
is clearly defined. The Chair’s principal
responsibilities are to ensure that the
Group and its Board are acting in the best
interests of shareholders. His leadership of
the Board is undertaken in a manner which
ensures that the Board retains integrity
and effectiveness and includes creating
the right Board dynamic and ensuring that
all important matters, including strategic
decisions, receive adequate time and
attention at Board meetings. The day-to-
day management of the Group is carried
out by the Executive Directors (CEO and
CFO). The Independent Non- Executives
are tasked with constructively challenging
the decisions of executive management
and satisfying themselves that the systems
of business risk management and internal
financial controls are robust.
The Board has three main sub-committees
to which it delegates governance and
compliance procedures:
• The Audit Committee, whose report
can be found on pages 60 to 62;
• The Nomination Committee, whose
report can be found on pages 63 and
64; and
• The Remuneration Committee, whose
report can be found on pages 65 to 79.
The Company also has a Disclosure
Committee, the members of which
are the Chair, the CEO and CFO. The
Disclosure Committee meets as and when
required and is responsible for ensuring
notification, without delay, of any new
developments that are considered to be
inside information. The Company Secretary
minutes any matters required to be
recorded by the Committee.
The Company does not have a QHSE
Committee that is a sub-committee of
the Board. The Board believes that given
the industries within which the Company
operates, the importance of maintaining
high standards of safety and protecting
the environment is vital and should be
considered by the Board as a whole.
The CEO provides an update to all the
Directors at every scheduled Board
meeting, with the QHSE report being
the first item on the CEO’s report.
Committed to the highest standards
of corporate governance.
Corporate Governance Statement //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
52
Board of Directors
Audit Committee Remuneration Committee Nomination Committee
Chair • Tony Durrant • Tony Durrant • Bill Shannon
Number of members • Minimum 3 • Minimum 2 • Minimum 3
Frequency of meetings • Minimum 3x per year • Minimum 2x per year • Minimum 1x per year
Responsibilities • Financial reporting, external
and internal audits;
• Reviewing and monitoring
the integrity of the Group’s
annual and interim financial
statements;
• Overseeing external auditor
relationship and monitoring
effectiveness of Group
internal control;
• Risk management.
• Making recommendations
to the Board on the
Company’s policy on
executive remuneration;
• Setting the over-arching
principles, parameters and
governance framework of the
Group’s remuneration policy;
• Determining the individual
remuneration and benefits
package of the Company’s
Executive Directors.
• Evaluating the balance of skills,
knowledge and experience
and the size, structure and
composition of the Board and
committee of the Board;
• Identifying potential candidates
to be appointed as Directors
or committee members as the
need may arise.
These Board Committees support the Directors in their decision making.
Board and Committee attendance
The table below shows the attendance of the directors at Board and Committee meetings held during the year, the independence
status, gender, tenure on the Board and a snapshot of the skills.
Female representation 2025 2024
Board 29% 17%
Executive Team 33% 33%
Independent Tenure
Board
Meetings
(scheduled
and ad hoc)
Committee Meetings
Audit Remuneration Nomination
Bill Shannon Yes 4 12 1* 4 1
Allan Pirie No 4 12 – – –
Ingrid Stewart No 4 12 – – –
Tony Durrant Yes 4 12 3 4 1
Thomas Thomsen Yes 4 12 1* 4 1
Jean Cahuzac Yes 2 12 3 4 1
Kristin Færøvik** Yes 1 11 3 4 1
* Stepped down from Committee during the year.
** Appointed 18 January 2025.
Board effectiveness and evaluation
An internal evaluation of Board performance was conducted in Q1 2026 by the Chair and Company Secretary. The review was carried
out by way of an anonymous questionnaire looking at Board composition, strategy and stakeholder engagement, risk management,
Board meetings and support; and Board Committees, following by one to one conversations between the Chair and each Director.
The evaluation confirmed that the Board operates effectively, with strong cohesion, open dialogue and a deep understanding of the
Company’s strategy and culture. Areas identified for enhancement in 2026 include increased exposure to overseas regions, more regular
updates on IT risk directly from CIO and working closely with the new Head of Business Improvement to ensure that the new internal
audit function provides appropriate assurance on Provision 29.
Feedback on the Chair’s performance was gathered separately by the Senior Independent Director. The evaluation confirmed that all
Directors continue to demonstrate effective performance and commitment to their roles.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
53
Company culture and values
The Board is ultimately responsible for oversight of our Company culture and values. The Board and the Leadership Team collectively
recognise the importance of a positive and inclusive culture for our business, putting our values at the forefront of all our stakeholder
engagements, treating people with dignity and respect and collectively striving to provide the best possible service in all that we do
and at all times.
The Board believes that the Company’s culture – rooted in our values of Agility, Collaboration and Excellence – is fundamental to
delivering sustainable success.
Through leadership example, open communication and consistent reinforcement of our values, the Board and senior management
strive to ensure that a culture of integrity, accountability and performance excellence is embedded across the Group.
In July, the Board conducted its annual two-day visit to our Aberdeenshire operations. These visits provide valuable opportunities for
engagement with employees across all levels of the business, fostering transparency and reinforcing our shared commitment to the
Group’s purpose and values.
Monitoring and embedding our culture
and values:
• We engage with and listen to our
stakeholders, helping to identify and
address key themes, issues and views
(see Stakeholder engagement report
on pages 30 to 33)
• We challenge and support management
in embedding our Company values across
the business
• We hold management accountable
for the way in which the Company
conducts business
We have a number of tools which help to corroborate and measure how well our values
and culture are embedded throughout our organisation and to assist in determining
the effectiveness of our policies and procedures, to gain a more informed perspective
of colleague issues and concerns, to assess the outcomes of proactive and remedial
activities and to ensure insight into the priorities of our stakeholders in general.
Management oversight The Board ensures that functional teams within our business
are both empowered and resourced appropriately to support
our values and receives regular reports demonstrating
behaviour throughout the Company (e.g. Health & Safety, HR,
compliance, operational and financial performance, risk etc.).
Please refer also to our Audit Committee report on pages
60 to 62.
Policies and procedures Our values and culture are supported by a number of
policies and procedures including our Code of Conduct
(known as The Ashtead Technology Way), Anti-Bribery &
Corruption, Modern Slavery & Human Trafficking, Dignity
at Work, and Whistleblowing policies, which are supported
by e-learning modules (e.g. anti-bribery and corruption,
Corporate Criminal Offence and export control). All
employees/consultants receive copies of policies as part of
their onboarding. Our Supplier Code of Conduct makes clear
our expectations for our supply chain network with regard to
business practices and what our suppliers and customers can
reciprocally expect from us in the way that we interact with
them. Customer complaints are reviewed and followed up,
with potentially serious matters being brought to the attention
of the Board.
Talent and performance
management systems
In early 2026 we are launching our revamped employee
performance management system, including challenging
colleagues to consider how their actions align with our values.
Corporate Governance Statement continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
54
Risk management and
Internal Audit processes
We maintain strict financial discipline and risk management
processes throughout the business and do not tolerate
breaches of our rules or procedures, nor do we encourage
short-cuts to be taken. Our Risk Management Committee meet
quarterly and principal risks were discussed and challenged
with the Board. Whilst we did not have an internal audit
function in place, during 2025 the Audit Committee undertook
a review of internal controls as a result of the work undertaken
on the FPPP process, including a full refresh of a number of
processes and procedures as a result of the move to the Main
Market, and was comfortable that adequate controls were
in place. In early 2026 we are developing an Internal Audit
function, reporting to the Chair of the Audit Committee,
which will be both independent and accountable and will be
encouraged to communicate any concerns about the values
and culture to the Board.
Strategy development Any impact on our values and culture is considered as part of
our strategic development and the pursuit of diversification
and growth opportunities. The Board seeks assurances that
our operational and strategic priorities are aligned with our
values and that our business model and practices remain
compatible with our values. In 2025 the Company appointed
an HR Director, who is working with the Board and the
leadership team to ensure that the culture of the organisation
is aligned to the purpose, strategy and visions of the business.
It is planned that the HR Director will attend at least two of the
Board meetings each year to update the Board.
Walking the floor Whilst the tools noted above are helpful measures to embed
and promote our culture and values, there is no substitute for
walking the floor’ and directly engaging with our stakeholders.
To this end, during the year the Board has visited some of
our operational sites, invited non-Board members to present
at the Board and conducted direct one-to-one engagements
with some of our shareholders – see Stakeholder Engagement
table on pages 30 to 33. Senior Management regularly hold
town halls across the business. In October 2025 the Leadership
Team was invited to join the Company at the opening
ceremony at the London Stock Exchange, to celebrate the
move to the Main Market. This was combined with a leadership
team working session and lunch with a number of the Board.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
55
The Company confirms that in the period to 5 October 2025 it has complied with all of the principles of the QCA Code and since
6 October 2025 it has followed all of the Principles of the Code. The application of the Code’s Principles by the Company is set out
and evidenced throughout this Annual Report and the table below includes cross-references to other parts of the Annual Report
(where relevant) to assist readers with reviewing our compliance during the reporting period. The Provisions of the Code are based on
comply or explain. The Board confirms that it complies with all Provisions of the Code, however, remains mindful of the Board diversity
requirements under the Listing Rules (see UKLR:6.6.6R(9) and FCA Diversity Targets 2022) which are addressed in this report under
the gender and ethnicity diversity section on page 64.
Principle How we comply Reference
Board leadership and Company purpose
Principle A
A successful company is led by an effective
and entrepreneurial board, whose role is to
promote the long-term sustainable success of
the company, generating value for shareholders
and contributing to wider society. The Board
should ensure that the necessary resources,
policies and practices are in place for the
company to meet its objectives and measure
performance against them.
Our Board is effective and entrepreneurial
as demonstrated by the Board evaluation
output and the experience of the Board
of Directors.
Board of Directors pages 48 to 49
Board effectiveness review page 64
Principle B
The Board should establish the company’s
purpose, values and strategy, and satisfy
itself that these and its culture are aligned.
All directors must act with integrity, lead by
example and promote the desired culture.
Our strategy is designed to deliver
long-term, sustainable growth in the
dynamic and growing markets in which
we operate. Our values are inherent
in the way we do business and in how
we operate as a Board, with Agility,
Collaboration and Excellence.
At a glance, investment case and
core strategy pages 2 to 7
Company’s purpose, values and
strategy – pages 5 and 7
Principle C
Governance reporting should focus on
Board decisions and their outcomes in the
context of the company’s strategy and
objectives. Where the board reports on
departures from the Code’s provisions,
it should provide a clear explanation.
We have a clear governance framework
in place including our risk management
process which is designed to identify and
mitigate any risk which could impact on
our Company’s strategy and objectives.
Our governance framework pages
50 to 57
Risk management pages 41 to 45
Principle D
In order for the company to meet its
responsibilities to shareholders and
stakeholders, the board should ensure
effective engagement with, and encourage
participation from, these parties.
We actively manage communication
across our stakeholder base including
direct engagement from Board members
as well as regular reporting as through
our Board reports.
Stakeholder engagement pages 30 to 35
Section 172(1) statement page 30
Corporate Governance Statement continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
56
Principle How we comply Reference
Principle E
The Board should ensure that workforce
policies and practices are consistent with the
company’s values and support its long-term
sustainable success. The workforce should
be able to raise any matters of concern.
The Board has met with the HR Director
and meets with members of the
workforce during its site visits. The Board
is confident that the Company’s strategy
is clear and that its practices and policies
are consistent with its values which are
focused on creating a sustainable and
safe workplace for its employees.
The Board is in the process of finalising
formal procedures to ensure engagement
with the workforce is in accordance
with the requirements of the Code.
Our strategy page 5
Sustainability report pages 16 to 29
Whistleblowing policy page 62
Risk management report pages 41 to 45
Culture and values pages 6 to 8
Stakeholder engagement report
pages 30 to 35
Division of responsibilities
Principle F
The Chair leads the board and is responsible
for its overall effectiveness in directing
the company.
They should demonstrate objective judgement
throughout their tenure and promote a culture
of openness and debate. In addition, the chair
facilitates constructive board relations and
the effective contribution of all non-executive
directors, and ensures that directors receive
accurate, timely and clear information.
The Board undertakes an evaluation
of the effectiveness of the Chair on an
annual basis and is confident that the
Chair has the right level of experience,
promotes the right culture, openness
and debate, facilities open dialogue
and ensures that timely information
is provided.
Board roles and responsibilities page 50
Chair’s introduction to governance
pages 50 and 51
Board evaluation page 64
Principle G
The Board should include an appropriate
combination of Executive and Non-Executive
(and, in particular, Independent Non-Executive)
Directors, such that no one individual or
small group of individuals dominates the
Board’s decision-making. There should be a
clear division of responsibilities between the
leadership of the Board and the executive
leadership of the company’s business.
The Board is made up of two Executive
and five Non-Executive Directors, all of
whom are independent. All Directors are
experienced in listed company boards
and there is no dominant individual.
There is a clear and documented division
of responsibilities across the Chair, SID
and CEO, as set out in the Company’s
website www.ashtead-technology.com/
investors/corporate-governance/.
Board roles and responsibilities
page 50
Non-Executive Directors pages
48 and 49
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
57
Principle How we comply Reference
Principle H
Non-Executive Directors should have
sufficient time to meet their board
responsibilities. They should provide
constructive challenge, strategic
guidance, offer specialist advice
and hold management to account.
All Non-Executive Directors have
attended all Board meetings through
2025 (or from appointment) and have
demonstrated that they have sufficient
time to meet their responsibilities. All
individuals are experienced and as such
can offer constructive challenge,
strategic guidance and advice to
Executive Management.
Board roles and responsibilities page 50
Non-Executive Directors pages
48 and 49
Principle I
The Board, supported by the Company
Secretary, should ensure that it has the
policies, processes, information, time and
resources it needs in order to function
effectively and efficiently.
We have a clear governance framework
and the majority of our Board are
Independent Non-Executive Directors.
We recently completed an updated
FPPP exercise as part of our move
to the Main Market which further
enhanced our governance structure.
Our governance framework pages
50 to 57
Independence of Directors page 53
Senior Independent Director page 52
Board meetings page 53
Composition, succession and evaluation
Principle J
Appointments to the Board should be
subject to a formal, rigorous and transparent
procedure, and an effective succession plan
for the board and senior management should
be maintained for. Both appointments and
succession plans should be based on merit
and objective criteria. They should promote
diversity, inclusion and equal opportunity.
Appointments to the Board have been
made following an extensive search
exercise with clearly established
criteria including a focus on diversity
and inclusion.
Succession plans are in place for key
Board members and members of the
senior management team and this has
been discussed at Board meetings.
Succession planning page 63
Inclusion and diversity page 64
Principle K
The Board and its committees should have
a combination of skills, experience and
knowledge. Consideration should be given to
the length of service of the Board as a whole
and membership regularly refreshed.
The Board has relevant experience and
the skills are demonstrated within the
individual directors biographies. All Non-
Executive Directors have less than six
years tenure with new members added
to the Board in each of 2024 and 2025.
Board composition pages 48 and 49
Principle L
Annual evaluation of the board should consider
its performance, composition, diversity and
how effectively members work together to
achieve objectives. Individual evaluation should
demonstrate whether each Director continues
to contribute effectively.
Board Evaluation Reviews are undertaken
annually and each review has confirmed
that the Board works effectively together.
Board evaluation page 64
Succession planning page 63
Nomination Committee pages 63 and 64
Audit, risk and internal control
Principle M
The Board should establish formal and
transparent policies and procedures to
ensure the independence and effectiveness
of internal and external audit functions
and satisfy itself on the integrity of
financial and narrative statements.
The Company did not have an
internal audit function in 2025 but
has recently appointed a Head of
Business Improvement as it prepares
for compliance with Provision 29.
The Group’s auditors, BDO, are
considered independent as highlighted
in the Audit Committee Report.
Audit Committee Report pages 60 to 62
Corporate Governance Statement continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
58
Principle How we comply Reference
Principle N
The Board should present a fair, balanced
and understandable assessment of the
company’s position and prospects.
As set out in the Chair, CEO and CFO
reports as well as evidenced in the
full year accounts, the Company has
delivered a solid finance performance
in 2025. The market outlook for the
Company is positive with market
commentators forecasting a 6% CAGR
in total addressable market through
to 2029.
Fair, balanced and understandable
reporting page 61
Chair report pages 10 and 11
CEO report pages 12 and 13
CFO report pages 36 to 38
KPI’s pages 39 and 40
Market pages 14 and 15
Principle O
The Board should establish and maintain
an effective risk management and internal
control framework, and determine the nature
and extent of the principal risks the Company
is willing to take in order to achieve its
long-term strategic objectives.
There is a well-established risk
management framework in place. This
has been augmented in 2026 with the
appointment of a Head of Business
Improvement as the Board seeks
to comply with the new Provision
29 requirements.
Going concern page 46
Viability pages 46 and 47
Governance framework page 50 to 57
Risk management framework pages
41 to 45
Fair, balanced and understandable
reporting page 61
Remuneration
Principle P
Remuneration policies and practices should
be designed to support strategy and promote
long-term sustainable success. Executive
remuneration should be aligned to company
purpose and values, and be clearly linked to
the successful delivery of the Company’s
long-term strategy.
As set out in the Remuneration
Committee Report, the new
Remuneration Policy has been
designed to support strategy and
long-term success, aligning executive
management with its shareholders.
Directors’ Remuneration Report
pages 65 to 79
Principle Q
A formal and transparent procedure for
developing policy on executive remuneration
and determining Director and senior
management remuneration should be
established. No Director should be involved
in deciding their own remuneration outcome.
The Board sought external advice in
developing its revised Remuneration
Policy and elected to consult with its
top shareholders who have shown
favourable support. No director
is involved in deciding their own
remuneration outcome.
Directors’ Remuneration Report
pages 65 to 79
Principle R
Directors should exercise independent
judgement and discretion when authorising
remuneration outcomes, taking account of
Company and individual performance, and
wider circumstances.
Remuneration outcomes are
ultimately approved by the
Remuneration Committee after
taking into account both Company
and individual performance.
Directors’ Remuneration Report
pages 65 to 79
This report was approved by the Board and signed on its behalf by:
Bill Shannon
Chair
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
59
The Audit Committee is
responsible for overseeing the
accuracy and robustness of
the Group’s financial reporting,
the eectiveness of internal
financial controls, the audit and
risk management framework,
governance standards, and the
appointment and performance
of the external auditor.
Chair’s introduction
As Chair of the Audit Committee, I am
pleased to present our report for the
financial year ended 31 December 2025.
Committee composition and experience
The Committee is chaired by Tony Durrant
and, during the year, comprised of three
independent Non-Executive Directors
– Jean Cahuzac, Kristin Færøvik and
myself. Both Bill Shannon (Chair of the
Board) and Thomas Thomsen (Non-
Executive Director) stepped down from
the Committee in August 2025 as we
reassessed Committee membership in
advance of our move to the Main Market.
Mr Durrant is a qualified chartered
accountant and is considered to have
recent and relevant financial experience.
Jean Cahuzac and Kristin Færøvik have
extensive, recent and relevant senior-
level experience within the global energy
industry (additional details can be found
on pages 48 to 49).
The Committee held three formal meetings
during 2025 and operates under written
terms of reference approved by the Board
and which are published on the Company’s
website at www.ashtead-technology.com.
The CFO, Ingrid Stewart, and
representatives from our external auditor,
BDO, attended meetings by invitation and
contributed to discussions on relevant
matters. This ensured the Committee
remained fully informed of significant
issues across the Group.
Monitoring risk and financial integrity.
Audit Committee Report //
Key matters addressed by the Committee in 2025
Financial reporting • Oversaw and challenged the preparation of the financial
statements for the year ended 31 December 2024 including
review of reports from the external auditor on matters
of significance
• Reviewed the half year financial statements for the period
ended 30 June 2025
• Approved the financial results’ press releases and Annual
Report and Accounts, including tone and consistency and
the application of the critical accounting policies and key
judgements, and considered whether the Report as a whole,
was fair, balanced and understandable
• Reviewed the information prepared as part of the move to
the Main Market including pro forma financials included in
the prospectus
Risk management
& controls
• Reviewed and challenged the Group’s risk register including
a robust assessment of principal and emerging risks
• Received information on climate-related risks
• Reviewed the external auditor’s report on the Company’s full
year financial statements
• Reviewed recommendations to executive management set
out in the external auditor’s management reports
External audit
matters
• Reviewed the external auditor’s assessment of objectivity and
independence (including the rotation of the previous lead
partner), including a review of, and prior approval of, non-audit
services (and associated fees) provided by the external auditor
• Reviewed management representation letters related to the
Company’s full year financial statements
• Approved the 2025 audit plan and full year reporting cycle
• Approved the external auditor’s fees
Internal audit
matters
• Reviewed the FPPP paper prepared as part of the move to
the Main Market
• Supported the appointment of a Head of Business
Improvement in preparation for the requirements of
Provision 29
Governance and
other
• Reviewed various papers and documents as part of the move
to the Main Market
• Received updates on treasury and tax policies and the
Company’s approach to compliance and tax risk, as well as
a review of the Company’s tax strategy
• Considered significant financial judgements, including bad debt
provisions, goodwill impairment, asset valuations and useful
lives, alternative performance measures, and compliance with
international regulatory requirements
• Reviewed various trading updates issued throughout the year
• Received a “teach in” on evolving ESG reporting standards
• Discussed scope and approach of pre-acquisition audit of
Seatronics and J2 Subsea as part of the financial information
provided in the Company’s prospectus
• Reviewed the Committee’s own performance, composition
and terms of reference
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
60
Financial reporting oversight
A core responsibility of the Committee
is to ensure the integrity of the Group’s
financial reporting, including annual
and half-year statements and any
other formal disclosures relating to
financial performance.
Since the last report, the Committee
has reviewed the interim results
announcement, the interim financial
statements, this Annual Report and
the associated results release, and the
Prospectus as part of the move to the
Main Market.
Particular attention was given to areas
involving significant judgement
or complexity, critical accounting policies,
one off or unusual items, and the adequacy
of disclosures. The Committee also
reviewed going concern assessments,
key provisions such as taxation, and any
required policy updates.
The Committee worked closely with
management and considered the findings
of the external auditor to ensure that
appropriate accounting positions were
reached. No material issues or concerns
were identified.
The Committee also evaluated whether
the Annual Report was fair, balanced
and understandable, ensuring it provides
stakeholders with clear insight into the
Group’s strategy, business model, risks and
performance. After considering guidance
from the FRC and the external auditor’s
reports, the Committee recommended to
the Board that the Annual Report meets
these criteria.
Viability Statement
In Q1 2026 the Committee reviewed the
Company’s viability statement, looking at
the underlying assumptions, stress testing
and assessment period. The Committee
concluded that the viability statement
be presented to the Board for approval.
Key areas of financial statement risk and judgement
The Committee identified the following significant areas of judgement in the financial statements:
Description of area Audit Committee action
Provision for bad debts
The Group’s debtor balance includes debtors from
foreign jurisdictions and with a history of slow
payment. The Group applies IFRS 9 to measure the
lifetime expected credit loss of trade receivables.
This calculation is based upon historic data and
known factors regarding specific debtors.
Debtor recoverability is regularly discussed in Board meetings during the year.
This allows the Board to obtain as much comfort as possible on the status
of payments and the adequacy of any provisions. As part of the year-end
discussions, management’s doubtful debt calculations were reviewed and
challenged by the Board.
The Committee is satisfied that the provision for doubtful debts is reasonable
as at 31 December 2025.
Inventory provision
The Group provides against the carrying values
of inventories where it is anticipated that net
realisable value (“NRV”) will be below cost. The
inventory provision is calculated based on the
age and obsolescence of the inventory. The key
estimate within the inventory provision relates
to the percentage applied to the ageing
categories of stock lines which is derived
from historic experience.
The stock provision of £4.0m compares to a provision of £4.1m in 2024.
The impact to profit and loss for the decrease in provision in 2025 was £0.3m
including a FX movement of £0.2m.
There is consistency in the approach compared to prior years. The Committee
is therefore satisfied that this approach is appropriate.
Impairment of goodwill
The Group has significant value for goodwill on
the balance sheet. There is a risk that impairment
of the goodwill balance has not been identified
by management.
Management performed an impairment review at the year-end date for each
CGU (cash-generating unit) to which goodwill is allocated. The carrying value of
each CGU to which goodwill is allocated is compared to the recoverable amount,
which is determined through a value in use calculation. The value in use is based
on certain assumptions, including future forecast cash flows, discount rates and
growth rates.
The value in use calculation was challenged by corroborating the assumptions
made and determining whether there is any contrary evidence to indicate that
the conclusion reached may not be appropriate.
The Committee is satisfied with the carrying value of goodwill as at
31 December 2025.
Carrying value and useful lives of property,
plant and equipment
Management makes assumptions on the useful
economic lives of property, plant and equipment.
The significant value and high volume of assets
increases the risk that the assumptions made on
the useful lives of property, plant and equipment
are incorrect and that the carrying value of
property, plant and equipment requires impairment.
Management reviewed the estimated useful lives of property, plant and
equipment at the year-end date based on the condition of those assets and
these were deemed to be appropriate.
Management’s review of impairment indicators was challenged by corroborating
assertions made and determining whether there is any contrary evidence to
indicate that the conclusion reached may not be appropriate.
The Committee is satisfied with the useful lives of property, plant and equipment
and its carrying value at 31 December 2025.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
61
Alternative Performance Measures
(APMs)
Throughout the Annual Report, the Group
uses a number of Alternative Performance
Measures (APMs) to provide additional
insight into financial performance. These
measures support internal management
processes, including performance
monitoring, budgeting, forecasting and
the determination of remuneration for
Directors and senior leadership.
The Committee recognises that APMs
are non-IFRS measures. The Group’s
APMs include:
• Adjusted EBITDA – operating profit
adjusted for depreciation, amortisation,
foreign exchange movements and items
considered one-off in nature, as detailed
in the Appendix to the accounts.
• Adjusted EBITA – operating profit
adjusted for amortisation, foreign
exchange movements and items
considered one-off in nature, as
detailed in the Appendix to the
accounts.
• Adjusted profit before tax – Adjusted
EBITA less finance costs.
• Adjusted profit after tax – profit after
tax adjusted for amortisation, foreign
exchange movements and items
considered one-off in nature, including
the related tax effects, as detailed in
the Appendix to the accounts.
• Adjusted earnings per share – Adjusted
profit after tax divided by the weighted
average number of Ordinary Shares.
The Committee believes these measures,
which exclude one off items, provide
shareholders with a clearer view of
the Group’s underlying performance
and support meaningful year on year
comparison. The Committee is satisfied
that APMs are presented with equal
prominence to statutory measures.
Internal controls and risk
management environment
The Committee’s primary responsibility
and focus for the review period remains
its oversight of the Company’s financial
reporting cycle, and to assist the Board
with any judgements required in relation
to our financial reporting. Separately, we
have continued to monitor and review the
Company’s internal controls framework.
The Board retains overall responsibility
for ensuring the Group operates an
effective system of internal control and risk
management. The Committee supports the
Board in overseeing these arrangements
and has reviewed their effectiveness during
the year. The Committee is satisfied that
the Group maintains appropriate systems
in relation to financial reporting and the
preparation of consolidated accounts.
However, triggered by our move to the
Main Market and the increased obligations
under Provision 29, we have reviewed
the need for an internal audit function
and have recruited an internal candidate
into the newly created Head of Business
Improvement role. Through 2026 we
are undertaking an assessment of our
risk management processes and the key
controls in place which will move into
testing phase later in the year.
As part of the Committee’s annual
workplan, we have also continued to
review and interrogate the Company’s
principal and emerging risks. As outlined
in the Risk Management section of the
Strategic Report (pages 41 to 45) there
have been no significant changes to the
identification of principal risks or their
ratings from the previous review, but
there has nonetheless been some minor
narrative changes to the description of
risk mitigations and actions.
Key components of the internal control
environment include:
• A clearly defined organisational structure
with assigned responsibilities
• Control systems and delegated
authorities aligned to business needs
• A robust financial control and
forecasting framework, including
weekly revenue forecasts and
quarterly reforecasts
• Established procedures for preparing
consolidated financial statements
• Contracting processes designed to
minimise risk
• Policies and procedures supporting
ethical conduct, including annual
anti-bribery training
• A qualified finance function capable
of assessing financial risks
• A risk management framework
supported by an internal Risk
Management Committee
External audit and Committee
effectiveness
During 2025, the Committee assessed
the performance and independence of
the external auditor, BDO LLP, taking into
account their qualifications, expertise,
resources and ongoing objectivity. The
Committee is satisfied that BDO remained
independent throughout the year. Non-
audit fees were limited to the review of the
half year report for the period ended
30 June 2025, totalling £4,750 and
reporting accountant work undertaken
as part of our move to the Main Market,
totalling £245,000.
During the year, the audit partner rotated
from Mark McCluskey to Matt Crane.
The Committee reviewed BDO’s findings
from the audit of the financial statements
for the year ended 31 December 2024.
Meetings were held with BDO without
management present, and separately
with management without BDO present,
to ensure the auditor–management
relationship remained appropriate. No
issues requiring action were identified.
The Committee used output from the
Board Effectiveness Review, which also
covered the Board Committees, to evaluate
its performance and composition in 2025.
It concluded that the Committee was
operating effectively, and no action or
changes were recommended to the Board.
Whistleblowing
The Group maintains a formal
whistleblowing policy and has a dedicated
“safe call” number that enables employees
to raise concerns confidentially regarding
financial reporting or other matters. No
significant concerns were reported during
the year.
On behalf of the Audit Committee
Tony Durrant
Chair of the Audit Committee
16 March 2026
Audit Committee Report continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
62
I am pleased to present the
report of the Nomination
Committee (“the Committee”)
for the year ended 31 December
2025.
Committee composition and experience
The Committee is chaired by Bill Shannon
and, during the year, comprised five
Independent Non-Executive Directors–
Tony Durrant, Jean Cahuzac, Thomas
Thomsen, Kristin Færøvik and myself.
Allan Pirie, Chief Executive Officer, was a
member of the Nomination Committee
until 14 August 2025 but stepped down
from this Committee prior to our move to
the Main Market. The Executive Directors
attend meetings by invitation to provide
additional insight and support.
The Committee met once during 2025,
with full attendance from all members.
In line with Provision 23 of the Code, the
Committee and the Board undertake an
annual review of their composition and
effectiveness. The internal evaluation
completed in Q1 2026 confirmed that
the Committee continued to operate
effectively, maintained an appropriate
balance of skills, knowledge and
experience, and required no changes
to its composition or processes.
The Committee is satisfied that each of
the Independent Non-Executive Directors
remain independent and have sufficient
time to discharge their responsibilities
to the Company.
Committee responsibilities
The Committee’s Terms of Reference,
reviewed annually and approved by the
Board, set out its principal responsibilities,
which include:
• Ensuring a formal, rigorous and
transparent process for the appointment
of new Directors;
• Leading the process for Board and
senior management appointments and
making recommendations to the Board;
• Reviewing the structure, size,
composition and balance of the
Board, including the skills, experience,
knowledge, independence and diversity
of its members;
• Overseeing orderly succession planning
for the Board, Executive Directors,
senior management and the
Company Secretary;
• Supporting the development of a
diverse talent pipeline across the
Group; and Working closely with
other Board Committees, particularly
the Remuneration Committee, on
matters relating to succession and the
remuneration of new appointees.
Key activities during 2025
During the year (and early 2026) the
Committee’s work focused on the
following principal areas:
Board appointments:
• Oversaw the appointment of Kristin
Færøvik as an Independent Non-
Executive Director in January 2025,
followed by her appointment to all
Board Committees.
• Appointed Tony Durrant as Senior
Independent Director in August 2025.
Succession planning:
• Reviewed ongoing succession plans
for the Board, Executive Directors and
senior management to ensure the Group
continues to build and maintain strong
leadership capability.
2024 Board effectiveness review follow up:
• Committee membership reviewed and
changed as part of the transition to the
Main Market.
• Deep-dive sessions held with senior
leadership team members including
COO, Corporate Development Director
and HR Director.
2025 Board effectiveness review:
• Oversaw the annual evaluation of the
Board and its Committees, assessing
performance, composition and alignment
with the Company’s strategic objectives.
Non-Executive Directors – skill set
• Initiated a review to be carried out
in early 2026 to consider the skills,
experience and tenure of the
Non-Executive Directors, particularly
taking into account the requirements
of the Code.
2026 looking ahead
The Committee will continue to operate
in line with its terms of reference, with a
focus on:
• Ensuring continued compliance with
the Code.
• Considering and implementing the
outcomes and actions of the 2026
Board effectiveness review.
• Succession planning within the
Executive team.
• The diversity of the Board.
An experienced Board for a
forward-looking company.
Nomination Committee Report //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
63
Nomination Committee Report continued //
Board effectiveness review
The 2025 Board Evaluation, completed
in February 2026 and led internally
by the Chair and Company Secretary,
was reviewed at the March 2026
Board meeting.
The evaluation concluded that the Board
remains effective and cohesive, supported
by strong governance processes and a
clear understanding of the Company’s
strategy, values and culture.
The results of the review demonstrated
that the Board had made good progress
on its objectives following the prior
year’s review. As part of its commitment
to continuous improvement, the Board
agreed to:
• Increase its exposure to overseas regions
so as to understand better the culture
of the business in non-UK territories.
• Obtain a direct update on IT risk,
including cyber security, from the
CIO at least once per year.
• Work closely with the newly appointed
Head of Business Improvement to
ensure that the new internal audit
function provided assurance on the
effectiveness of internal controls and
satisfies the updated regulations whilst
also adding value to the wider business.
The outcomes confirmed that the
Board retains an appropriate blend of
governance, strategic, financial and
industry expertise, together with sufficient
independence and diversity of background
and perspective. However, with that said,
it was acknowledged that more could be
done to improve on this area and this will
be further considered through 2026.
Diversity and inclusion
The Committee remains committed
to promoting diversity of gender,
nationality, background and perspective, in
accordance with Provision 23 of the Code
and the Financial Conduct Authority’s
Listing Rules on diversity and inclusion
(LR 9.8.6R(9)).
Following the appointment of Kristin
Færøvik in January 2025, female
representation on the Board increased to
29% (one female Executive Director and
one female Non-Executive Director). While
the Board currently has no ethnic minority
representation, it includes Directors of UK,
French, Danish and Norwegian nationality,
contributing a broad range of cultural
perspectives and professional experience.
It is acknowledged that more could be
done to improve on our diversity at Board
level and this will be considered further
in 2026.
Across the wider organisation, the Group
continues to foster an inclusive culture
and promote diversity in all its forms. As
at 31 December 2025 the Group employed
individuals from over 30 nationalities. This
will remain a key area of focus in 2026
and beyond, both at Board level and
throughout the workforce.
Re-election of Directors
In accordance with Provision 18 of
the Code, all Directors will stand for
annual re-election at the 2026 Annual
General Meeting.
The Board considers that each Director
continues to be effective, demonstrates
the necessary commitment and brings
valuable skills and experience to the
Group. The Board therefore unanimously
recommends that shareholders vote in
favour of their re-election.
On behalf of the Nomination Committee
Bill Shannon
Chair of the Nomination Committee
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
64
Aligning remuneration with
sustainable growth.
Remuneration Committee Report //
Annual Statement
I am pleased to present on behalf
of the Remuneration Committee,
the Directors’ Remuneration
Report for the year ended
31 December 2025. This report
outlines the major decisions on
Directors’ remuneration during
the year, our proposed approach
in respect of future remuneration
and explains the context in which
these decisions have been taken.
Following the successful move to the
Main Market the Company, for the first
time, is required to put forward a binding
shareholder vote on our Directors’
Remuneration Policy. We are also required
to provide additional disclosures which
build on the enhancements introduced
in recent years. Accordingly, this report
comprises three sections:
• This Annual Statement, which
summarises the work of the Committee,
remuneration outcomes in 2025 and how
the Remuneration Policy is intended to
be implemented in 2026;
• The Directors’ Remuneration Policy,
which summarises the Company’s
Remuneration Policy which will be
subject to a binding shareholder vote
at the 2026 AGM; and
• The Annual Report on Remuneration,
which discloses how the Remuneration
Policy was implemented in 2025.
Preparation of this Report
This Report, prepared by the Remuneration
Committee on behalf of the Board,
takes full account of the prevailing UK
Corporate Governance Code and the
latest guidance from the main Shareholder
representative bodies, and has been
prepared in accordance with the provisions
of the Companies Act 2006 (“the Act”),
the UK Listing Rules and the Large and
Medium-Sized Companies and Groups
(Accounts and Reports) Regulations 2008
as amended by the 2013 Regulations
(“Regulations”). The Act requires
the Auditor to report to the Group’s
Shareholders on the audited information
within this Report and to state whether
in their opinion those parts of the Report
have been prepared in accordance with the
Act. Those parts of the Report which have
been subject to audit are clearly marked.
Membership and role of the
Remuneration Committee
Membership of the Committee through
2025 comprised:
• Tony Durrant (Chair and
Senior Independent Director)
• Bill Shannon (Chair of the Board)
• Thomas Thomsen (Independent
Non-Executive Director)
• Jean Cahuzac (Independent
Non-Executive Director)
• Kristin Færøvik (Independent
Non-Executive Director) joined
January 2025
The role of the Committee is to assist
the Board to fulfil its responsibility to
shareholders to ensure that:
• Remuneration Policy and practices
are designed to support strategy and
promote long-term sustainable success,
reward fairly and responsibly, with a
clear link to corporate and individual
performance, having regard to statutory
and regulatory requirements; and
• Executive remuneration is aligned to
company purpose and values and
linked to delivery of the Group’s
long-term strategy.
The Committee met four times during
2025 with all members in attendance.
Committee activities during 2025
• Reviewed the 2024 Directors’
Remuneration Report prior to its
approval by the Board.
• Considered feedback from investors and
proxy agencies in the period up to the
2025 AGM.
• Reviewed market and governance
updates and any impact on the
Company.
• Reviewed and approved 2024 bonus
payments to Executive Directors and
senior management.
• Determined 2025 bonus targets.
• Reviewed and set targets for the LTIP
award made in September 2025.
• Reviewed results and approved vesting
of the third and final tranche of the IPO
LTIP awards.
• Approved pay reviews for Executive
Directors and Group senior management
including a full review of the
remuneration policy as a result of the
Company’s move to the Main Market.
• Approved overall 2026 pay increases
for employees as part of the annual
budgetary process.
Advisors to the Committee
Throughout 2025, FIT Remuneration
Consultants LLP (“FIT”) provided
the Remuneration Committee with
independent advice as and when required
in respect of remuneration quantum
and structure and developments in
governance and best practice more
generally. FIT is a member and signatory
of the Remuneration Consultants Group
and voluntarily operates under the
Code of Conduct in relation to executive
remuneration consulting in the UK,
details of which can be found at www.
remunerationconsultantsgroup.com.
The Committee was satisfied that FIT’s
advice was independent and objective. The
Company incurred fees of £23k excluding
VAT during 2025 relating to Committee
advice. FIT’s fees were based on time spent
and FIT did not provide any other services
to the Company during 2025.
Performance and reward for 2025
Annual bonus targets for the Executive
Directors are based on a combination
of financial performance (linked to
budget Adjusted EBITDA) and
safety-related targets.
Whilst the underlying performance
has given rise to a record set of results
for the fourth year running as set out
in the CFO Report on pages 36 to 38,
2025 has been a challenging year for the
business and these actual results fell short
of the original budgeted expectations
in the year. Based on the performance,
the Committee has determined that the
Group’s performance is 5% lower than
budget Adjusted EBITDA with all safety-
related targets met. This has resulted in the
Executive Directors achieving an annual
bonus of 30.3% of salary for the year
ended 31 December 2025 which will be
payable in cash following announcement
of the annual results.
The Committee has determined that
following a review of the Earnings Per
Share, Return on Invested Capital and
Total Shareholder Return performance
targets, the 2023 LTIP will vest in 2026
following the announcement of these
annual results at 87.3% of the maximum.
Further details are set out in the Annual
Report on Remuneration.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
65
Remuneration Committee Report continued //
Discretion
No discretion was exercised in the year
ended 31 December 2025 in respect of
the Executive Directors.
Implementation of the policy for the year
ending 31 December 2026
Over the past four years the Company has
completed its transition from a private-
equity owned business, to an IPO on the
AIM market in 4Q 2021, to today’s Main
Market listing. During its time as a member
of AIM 100, remuneration policies were
progressively aligned to market practice
and this now needs to be completed
by aligning policies and remuneration
levels with those of the Main Market. The
proposed new Directors’ Remuneration
Policy (Policy), which includes a summary
of the main changes from the current
Policy, is included in the next section of
this report.
Subject to shareholders approving the new
Policy, details of how the Policy will be
implemented for the Executive Directors
and Non-Executive Directors in respect of
the year ending 31 December 2026 are
as follows:
Executive Directors:
• Base salary levels will be £575,000 for
the CEO and £390,000 for the CFO.
These salary levels are c.30% higher
than current levels after factoring in the
normal workforce-aligned inflationary
increase of 4% applied from 1 January
2026 and take into account: (i) the
fact that, as noted in previous annual
reports, the executive salaries have
been below market levels for some time;
(ii) the proposed salaries position the
CEO and CFO just above the median
of the FTSE SmallCap (reflecting the
Company’s current market capitalisation
which is between the median and upper
quartile of this index) and are therefore
competitive against companies of
similar scale and complexity; and (iii) the
Committee has also considered subsea
technology peers, though there are few,
if any, direct UK listed comparators. The
proposed salaries stand at a significant
discount to equivalent roles in larger
international comparable companies.
• Pension provision will reduce to 5% of
salary (2025: 10%), which is in line with
the wider workforce. Where the pension
is taken as a cash supplement, 4.4% of
salary is payable to ensure this is cost
neutral from the Company’s perspective.
• Annual bonus potential for both CEO
and CFO will be increased to 150%
(2025: 125%) based on sliding scale
Adjusted EBITDA targets in addition to
Group-wide health and safety targets
and individual strategic personal
objectives. As has been the case in prior
years, the Committee will ensure that
the financial targets are appropriately
stretched and any bonus award between
100% and 150% of salary will be awarded
in shares.
• LTIP awards in the year ending 31
December 2026 will be granted up to
150% of salary for the CEO and 125% of
salary for CFO. Performance targets will
continue to be based on Earnings Per
Share, Return on Invested Capital and
Total Shareholder Return over a three-
year period. A two year post vesting
holding period will operate.
• Shareholding guidelines will be
formalised at a minimum of 200% of
salary and operate in respect of both
“in-employment” and “post-cessation”.
Non-Executive Directors:
In respect of the implementation of the
Policy for Non-Executive Directors for
2026, fees have been set to reflect time
commitments of the roles and prevailing
market rates in the FTSE SmallCap.
• The Chair’s fee for 2026 will be £180,000
p.a. (2024: £132,900) which remains
below average for companies
of similar scale and market capitalisation,
and Base fees for Non-Executive
Directors will be set at £64,000 p.a.
(2025: £54,600). Consistent with
market practice, an additional fee of
£10,000 p.a. will be payable in respect
of any Non-Executive Directors chairing
a Committee and for the Senior
Independent Director role.
Shareholder Engagement and
Understanding Good Practice
The Company is committed to
engagement with shareholders and intends
to seek major shareholders’ views in
advance of making significant changes
to the Policy and how it is implemented.
In this regard, the Chair of the Committee
undertook a consultation with our top 10
investors through January 2026 in respect
of the new Policy. This group of investors
represents over 50% of our shareholding
and the feedback demonstrated strong
support for our policy.
The Remuneration Committee also actively
monitors developments in the expectations
of institutional investors and considers
good practice guidelines from institutional
shareholders and shareholder bodies.
The Committee Chair is available for
discussion with institutional investors
concerning the Company’s approach
to remuneration and we look forward
to receiving your support at our
forthcoming AGM.
Directors’ Remuneration
Policy
This policy sets out the Company’s
Directors’ Remuneration Policy (“Policy”)
which has been prepared in accordance
with Schedule 8 of the amended Large
and Medium-sized Companies and Groups
(Accounts and Reports) Regulations 2008.
The Policy has been developed in
compliance with the principles of the 2024
UK Corporate Governance Code and the
Financial Conduct Authority’s UK listing
rules (“Listing Rules”) and with regard to
current UK institutional investor guidance.
This Policy will be subject to a binding
shareholder vote at the 2026 Annual
General Meeting and thereafter will be
subject to a binding shareholder vote at
least every three years. In the event that
amendments are required to be made to
the Policy, the amended version will be
subject to a binding shareholder vote.
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66
Policy scope
The Policy applies to the Chair, Executive
Directors, Senior Independent Director
and Non-Executive Directors.
Overview of Policy
The Policy, which has been developed
following a comprehensive remuneration
review, has the following objectives:
• to offer suitable packages to attract,
retain and motivate people with the
skills and attributes needed to deliver
the Company’s business goals, while
recognising the unique nature of the
organisation and the requirements of
its shareholders;
• to drive behaviours that support
the Company strategy and business
objectives; and
• to link incentive plans to Company and
individual performance to encourage
high performance from staff both at an
individual and team level.
These Policy objectives will be achieved by
ensuring that any remuneration provided is
reflective of applicable market conditions,
statutory obligations and the level of
accountability (responsibility, objectives,
goals) assigned to the recipient in order
to deliver outstanding performance while
providing organisational flexibility and
operational efficiency.
Summary of Policy Changes
The main differences between the
prevailing Policy approved by Shareholders
(reflecting the Company’s AIM listing,
an advisory vote on the Directors’
Remuneration Report including the Policy
was taken to the 2025 AGM) and the new
Policy which will be taken to the 2026
AGM are as follows:
• A requirement for Executive Director
pensions to be workforce-aligned has
been introduced.
• Annual bonus potential has been
increased from 125% to 150% of salary.
• A two year post vesting holding period
has been introduced in respect of future
LTIP awards.
• Shareholding guidelines have been
formally incorporated into the Policy
at a minimum of 200% of salary in
respect of both “in-employment” and
“post-cessation”.
Policy table
The main components of the Policy, and how they are linked to and support the Company’s strategy, are summarised below:
Element of
remuneration
Purpose
and link to
strategy Operation Maximum
Performance
conditions and
assessment
Base salary To provide a competitive
base salary to attract,
motivate and retain
Directors with the
experience and
capabilities to achieve
the strategic aims.
Reviewed annually after
considering pay levels at
comparably sized listed
companies and sector
peers; the performance,
role, and responsibility
of each Director; the
economic climate, market
conditions and the
Company’s performance;
and the level of pay
across the Group as
a whole.
Salaries are typically set
after considering the
salary levels in companies
of a similar size and
complexity.
Base salary increases will
normally be no higher
than the average level
of increases awarded
(in percentage terms) to
the wider workforce.
Higher increases may
apply if there is a
change in role, level
of responsibility or
experience or if the
individual is new to
the role.
There is no maximum
salary cap in place.
None.
Benefits To provide market-
competitive benefits
package.
Offered in line with
market practice, and
may include a car
allowance, private
medical and death in
service insurance.
Maximum opportunity
is the total cost of
providing the benefits.
There is no monetary
cap on benefits.
None.
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Governance
67
Remuneration Committee Report continued //
Element of
remuneration
Purpose
and link to
strategy Operation Maximum
Performance
conditions and
assessment
Pension To provide an
appropriate level of
retirement benefits.
Executive Directors
may participate in the
Group pension scheme
but cash equivalent is
also available. Salary
is the only element of
remuneration that is
pensionable. Pension
percentages aligned
with the UK workforce.
Aligned to the UK
workforce (as a %
of salary).
None.
Annual bonus To incentivise Executive
Directors to drive the
in-year performance of
the business and rewards
strong performance,
thereby driving longer-
term shareholder returns.
Awards are based on
annual performance.
25% of any annual bonus
will normally be deferred
into shares for two years
where shareholding
guidelines have not
been met.
Where shareholding
guidelines are met, the
Committee may reduce
bonus deferral to any
bonus award above
100% of salary (with total
deferral limited in this
circumstance to 25% of
overall bonus).
Dividend equivalents may
be payable on deferred
bonus awards. The
payment may assume
dividend reinvestment.
The annual bonus plan
rules contain clawback
and malus provisions.
150% of salary. Sliding scale financial
with personal, strategic
and Group QHSE targets.
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Element of
remuneration
Purpose
and link to
strategy Operation Maximum
Performance
conditions and
assessment
LTIP To drive and reward the
achievement of longer-
term objectives, support
retention and promote
share ownership for
Executive Directors.
Annual awards of
share options (with a
nil or nominal exercise
price) may be made to
participants. Awards
made under the LTIP
will have a performance
period of at least three
years and a minimum
vesting period of
three years. Dividend
equivalents may accrue
on LTIP awards and are
paid on those shares
which vest. Malus (of
any unvested LTIP) and
clawback (of any vested
LTIP) provisions apply.
A two-year post vesting
holding period applies to
LTIP awards granted to
Executive Directors.
150% of salary. Sliding scale financial
and/or share price related
(e.g. relative shareholder
return) and or strategic
related targets.
No more than 25%
may vest for achieving
threshold performance
against any performance
element operated.
Shareholding policy –
in employment
To ensure that Executive
Directors’ interests are
aligned with those of
shareholders over a
longer time horizon.
Requirement to build
and maintain a holding of
shares in the Company,
through retaining at least
100% of any net of tax
shares vesting in respect
of discretionary share-
based incentive plans
if this guideline has not
been met.
A minimum of 200%
of annual salary.
N/A.
Shareholding policy –
post employment
To ensure that Executive
Directors’ interests are
aligned with those of
shareholders over a
longer time horizon.
Requirement to retain
shares equal to 100%
of the shareholding
guideline (or the actual
number of shares held
against the guideline if
the guideline is not met
at cessation) up until
the second anniversary
of cessation.
Own shares purchased
are excluded from the
post-cessation guideline.
A minimum of 200%
of annual salary.
N/A.
All-Employee Schemes To encourage
share ownership
by all employees.
Executive Directors may
participate in any HMRC
tax advantaged all-
employee arrangements
implemented by
the Company.
In line with the prevailing
HMRC limits.
None.
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Governance
69
Remuneration Committee Report continued //
Element of
remuneration
Purpose
and link to
strategy Operation Maximum
Performance
conditions and
assessment
Non-Executive
Director fees
The Committee
determines the Chair’s
fee and fees for the
Non-Executive Directors
(including the SID) are
agreed by the Chair and
Executive Directors.
Fees are reviewed
annually taking into
account the level of
responsibility and
relevant experience.
Fees are normally
payable in cash and may
include a basic fee and
additional fees for further
responsibilities.
Non-Executive Directors
may be entitled to
benefits relating to travel
and office support and
such other benefits
as may be considered
appropriate including any
tax liabilities thereon.
The fees may be paid in
the form of shares.
In exceptional
circumstances, if there is
a temporary yet material
increase in the time
commitments for
Non- Executive Directors,
the Board may pay
extra fees on a pro rata
basis to recognise the
additional workload.
There is no prescribed
maximum fee or
maximum fee increase.
Fee levels are normally
set at broadly median
levels for comparable
roles at companies
of a similar size and
complexity.
Increases will be
informed by taking
into account internal
benchmarks, such as
the salary increase for
the wider workforce.
N/A.
Performance measures and targets
The annual bonus plan measures are
selected to provide direct alignment with
the short-term operational targets of the
Company. Care is taken to ensure that the
short-term performance measures are
supportive of the long-term objectives
and strategy. This is especially important
in a business which has a long-term
investment horizon. Short-term targets
are stretching and geared to encourage
outstanding performance which, if
delivered, can earn the Executive Director
up to the maximum under the plan.
The LTIP targets are selected to ensure
that the Executives are encouraged to,
and appropriately rewarded for, delivering
against the Company’s key long-term
strategic goals so as to ensure a clear and
transparent alignment of interests between
Executives and shareholders and the
generation of sustainable long-term returns.
Malus and clawback
Malus and clawback provisions operate
in respect of cash annual bonus awards,
bonus awards delivered in shares and/or
LTIP awards.
Malus is the adjustment of any outstanding
bonus award and LTIP awards as a result
of the occurrence of one or more of the
circumstances listed below. The adjustment
may result in the bonus or award being
reduced to zero. Malus may be applied
during the relevant share award
vesting period.
Clawback is the recovery of payments of
cash or shares in respect of cash or share
bonus awards and/or LTIP awards as a
result of the occurrence of one or more
circumstances listed below. Clawback
may be applied for three years after the
payment of a cash bonus or grant of
bonus share awards and for three years
after the vesting of an LTIP award.
The Remuneration Committee has chosen
the relevant provisions in which malus and
clawback may be applied on the basis
that it believed these to be aligned with
shareholder expectation as well as FTSE
All Share and relevant sector practice.
The circumstances in which malus and
clawback may be applied are as follows:
• the discovery of a material misstatement
resulting in an adjustment to the audited
consolidated accounts of the Company;
• the discovery that an assessment of
any performance target or condition in
respect of an award was based on error,
or inaccurate or misleading information;
• the discovery that any information used
to determine the amount of an award
was based on error, or inaccurate or
misleading information;
• the occurrence of corporate failure or
an insolvency event;
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• the determination that an action or
conduct of an award holder which,
in the reasonable opinion of the
Remuneration Committee, amounts
to fraud or gross misconduct; and
• the occurrence of the censure of the
Company by a regulatory authority
or have had a significant detrimental
impact on the reputation of any
Group Company.
Discretion
The Remuneration Committee has
discretion in several aspects of the
operation of the Policy.
The Remuneration Committee may also
exercise operational and administrative
discretions under relevant plan rules
approved by shareholders. The
Remuneration Committee operates
share-based arrangements for the
Executive Directors in accordance with
their respective plan rules, the Listing Rules
and any relevant tax rules as applicable.
The Remuneration Committee, consistent
with market practice and the relevant plan
rules, retains discretion over a number
of areas relating to the operation and
administration of the plans. These include
(but are not limited to) the following:
• eligibility;
• the form in which the award is granted
and settled (e.g. shares, nil cost options,
cash);
• the timing of the grant of award and/or
payment;
• the size of an award (up to any individual
and plan limits) and/or a payment;
• discretion relating to the measurement
of any performance target/underpin
(see below);
• determining vesting and performance
and pro-rating of awards in the event
of a ‘good leaver’ scenario or on a
change of control or restructuring of
the Company;
• determination of whether or not a
person is characterised as a good leaver
(in addition to any specified categories)
under the relevant plan;
• adjustments required in certain
circumstances (e.g. share capital
variation, rights issues, demerger,
corporate restructuring, special
dividends); and
• the ability to vary or substitute any
performance condition(s)/underpins if
circumstances occur which cause it to
determine that the original condition(s)
have ceased to be appropriate, provided
that any such variation or waiver
is fair, reasonable and not materially
less difficult to satisfy than the original
condition (in its opinion). In the event
that the Remuneration Committee were
to make an adjustment of this sort, a
full explanation would be provided in
the next remuneration report.
In all cases, the Remuneration Committee
retains absolute discretion to override
formulaic outcomes in the bonus, LTIP and
any other incentive plan (e.g. to ensure that
any payouts reflect underlying Company
performance and the broader stakeholder
experience).
In addition, the Remuneration Committee
has the discretion to amend the Policy
with regard to minor or administrative
matters where it would be, in the
opinion of the Remuneration Committee,
disproportionate to seek or await
shareholder approval.
In addition, for the avoidance of doubt,
in approving this Policy, authority is given
to the Company to honour any existing
commitments entered into with current
or former Directors prior to the adoption
of this Policy.
Illustrations of application of Policy
The graphs on page 72 seek to demonstrate how pay varies with performance for the Executive Directors based on the
proposed Policy.
The assumptions used in determining the level of pay out under given scenarios are as follows:
Scenario Description
Minimum
(Fixed pay)
Chief Executive Officer Chief Financial Officer
Base salary £575,000 £390,000
Estimated Benefits £13,600 £13,500
Pension 5% pension contribution
or 4.4% of salary cash
supplement
5% pension contribution
or 4.4% of salary cash
supplement
On-target 50% of the maximum annual bonus potential and 50% of the maximum LTIP award.
Maximum 100% of annual bonus award being paid (i.e. 150% of salary for the CEO and CFO) and 100% vesting of the
expected annual LTIP award (i.e. 150% of salary for the CEO and 125% of salary for the CFO).
Maximum Plus 50%
share price growth
As per the Maximum scenario but assuming 50% share price growth on LTIP awards.
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Governance
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Remuneration Committee Report continued //
Chief Executive Officer Chief Financial Officer
100% 42% 26% 22%
29%
37% 31%
29%
37% 31%
16%
£0
£500
£1,000
£1,500
£2,000
£2,500
£3,000
Minimum
Fixed pay
On-target Maximum Maximum with
share price growth
£614
£1,476
£2,339
£2,770
Remuneration (£000)
100%
44% 28% 24%
31%
39% 34%
25%
33% 28%
14%
£0
£500
£1,000
£1,500
£2,000
£2,500
£3,000
Minimum On-target Maximum Maximum with
share price growth
£421
£957
£1,493
£1,737
Remuneration (£000)
Annual Bonus LTIP Share price growth
Fixed pay Annual Bonus LTIP Share price growth
Approach to recruitment remuneration
The table below summarises the Policy in respect of recruitment remuneration:
Element Approach
Salary and benefits • Set by reference to market and taking account of individual experience and expertise in the context
of the role.
• Salary would also be set with reference to the salary of any departing Executive Director and the remaining
Executive Director(s).
• The Executive Director would be eligible to receive benefits in line with the Company’s benefits policy
as set out in the Policy table – this includes either a contribution to a personal pension scheme or cash
allowance in lieu of pension benefits in line with the policies set out in the Policy table.
Maximum variable
incentive
• Annual bonus as per the Policy maximum.
• LTIP award as per the Policy maximum.
Sign-on payments • The Company does not provide sign-on payments to Executive Directors.
Buy-out awards • Any previous outstanding long-term cash and/or share awards which the Executive Director holds which
would be forfeited on cessation of their previous employment may be compensated.
• Where this is the case, the general principle is that the outstanding award will be valued by reference to
the following factors:
– the proportion of the performance period completed on the date of the Executive Director’s cessation
of employment with their former employer;
– the performance conditions attached to the vesting of the incentives and the likelihood of them being
satisfied; and
– any other terms and conditions that may have a material impact on value.
• To ensure effective retention of the Executive Director upon recruitment, any new award will normally
be granted subject to performance conditions and vesting may be over the same period as the forfeited
award from the previous employer or over a new three-year period.
• The exact terms will be determined by the Remuneration Committee on a case-by-case basis taking into
account all relevant factors.
Relocation policies • In instances where the new Executive Director is relocating from one work location to another, the
Company may provide, as a one-off or otherwise, a relocation allowance as part of the Director’s relocation
benefits, which shall be time-limited.
• The level of the relocation package will be assessed on a case-by-case basis.
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Directors’ service contracts and letters of appointment
Each director has a service agreement or letter of appointment with the Company as follows:
Director Date of appointment
Date of contract/
letter of appointment
Allan Pirie 4 November 2021 7 April 2016
Ingrid Stewart 4 November 2021 26 October 2020
Bill Shannon 23 November 2021 15 November 2021
Tony Durrant 23 November 2021 12 November 2021
Thomas Thomsen 23 November 2021 14 November 2021
Jean Cahuzac 20 March 2024 18 March 2024
Kristin Færøvik 18 January 2025 17 January 2025
The Policy on Executive Directors’ service contracts is that they should be entered into on a rolling basis without a specific end-date
providing for no more than one year’s notice. Both the CEO and CFO notice periods are currently six months.
The Non-Executive Directors do not have service contracts with the Company. Their appointments are governed by letters of
appointment which are available for inspection on request at the Company’s registered office and which will be available for inspection
at the Annual General Meeting. Each appointment is for a period of up to three years, although the continued appointment of all
Directors is put to shareholders at the AGM on an annual basis. In addition, the appointment of a Non-Executive Director is terminable
by either party giving notice of one month.
Payments for loss of office
The table below summarises the Policy in respect of payments for loss of office:
Element Approach
Salary and benefits • Salary and benefits may be paid in lieu of notice. In cases where a contract is terminated other than on the
terms of the service contract, the Company will seek to mitigate any damages payable.
• There will be no compensation for normal resignation or in the event of termination by the Company due
to misconduct or for poor performance.
Annual bonus • Normally, no annual bonus will be paid to an Executive Director who has either left the business or is under
notice at the time of any bonus payment.
• If the individual is a good leaver, any bonus will be awarded on a pro-rata basis as applicable. Any deferred
share awards would normally vest at the normal vesting date (although may vest at the date of cessation,
at the Remuneration Committee’s discretion).
• A ‘good leaver’ is defined as an individual ceasing employment due to death, ill-health, injury, disability,
redundancy, retirement, the sale out of the Group of their employing business or in any other circumstances
which the Remuneration Committee permits.
Long term
incentives (LTIP)
• Where an Executive Director ceases to be an officer or employee of the Company before the end of the
relevant vesting period, the treatment of outstanding awards is determined in accordance with the LTIP rules.
• A proportion of the LTIP awards held by good leavers or leavers as a result of death, may vest at the
Remuneration Committee’s discretion determined by taking into account whether, and to what extent, any
performance conditions have been satisfied and the length of time the LTIP award has been held at the date
of cessation of employment.
• The LTIP awards will not normally vest until the end of the performance period with performance tested at
that time, although exceptionally awards may, at the discretion of the Remuneration Committee, vest on
cessation of employment.
• A ‘good leaver’ is defined as an individual ceasing employment as a result of ill-health, injury, permanent
disability or the sale out of the Group of their employing business.
• Any shares obtained as a result of the vesting of LTIP awards may be sold at the earlier of: (i) the normal two-
year vesting period; and (ii) the second anniversary of cessation.
Other • The Company may meet relocation and other incidental expenses on termination of employment, the fees of
legal or other professional advisers, outplacement, compensation in respect of statutory rights under relevant
employment protection legislation and accrued but untaken holiday. It may also elect to continue to provide
certain benefits rather than making payment in lieu of the benefit in question.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
73
Remuneration Committee Report continued //
Consideration of employment conditions in the Company when developing the Policy
In setting the Policy, the pay and conditions of employees of the Company other than Directors are taken into account. The
Remuneration Committee is provided with data on the remuneration structure for all staff and uses this information to ensure
consistency of approach throughout the Company. The Company has a small number of employees and applies the same broad
policy in relation to incentive compensation throughout the organisation. Although the Remuneration Committee takes into
account the pay and conditions of other employees, the Company did not consult with employees when drawing up the Policy.
Consideration of shareholders’ views
The Remuneration Committee actively monitors developments in the expectations of institutional investors and considers good practice
guidelines from institutional shareholders and shareholder bodies. The Company welcomes dialogue with its shareholders over matters
of remuneration, and the Chair of the Remuneration Committee is available for contact with institutional investors concerning the
approach to remuneration.
In consideration of the proposed changes to the Remuneration Policy in respect of the 2026 AGM, the Committee Chair consulted
with the Company’s largest shareholders and the main proxy advisory agencies, full details of which are set out in the Annual Statement.
External appointments
The Policy permits an Executive Director to serve as a Non-Executive Director elsewhere when this does not conflict with the
individual’s duties to the Company, and where an Executive Director takes such a role they may be entitled to retain any fees which
they earn from that appointment.
Annual Report on Remuneration
Implementation of the Remuneration Policy for the year ending 31 December 2026
Details of the proposed implementation of the Policy for the year ending 31 December 2026 are set out in the Annual Statement.
Implementation of the Directors Remuneration Policy in 2025
Single figure of Directors’ remuneration (audited)
Base salary/fees Taxable benefits
1
Pension
2
Annual bonus
3
LTIP
4
Total
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
2025
£’000
2024
£’000
Executive Directors
Allan Pirie 426 406 14 13 38 37 129 353 449 769 1,056 1,578
Ingrid Stewart 289 275 14 12 26 25 87 225 238 467 655 1,004
Non-Executive
Directors
5,6
Bill Shannon 133 128 – – – – – – – – 133 128
Tony Durrant 78 72 – – – – – – – – 78 72
Thomas Thomsen 55 52 – – – – – – – – 55 52
Jean Cahuzac
7
55 37 – – – – – – – – 55 37
Kristin Færøvik
8
52 – – – – – – – – – 52 –
Notes
1. Benefits comprise a car allowance and medical cover for the Director and immediate family.
2. Executive Directors had the option to receive pension contribution at 10% of salary or cash contribution of 8.7% of salary in 2025. Going forwards, this has reduced to 5% and 4.4%
of salary respectively.
3. Bonus earned in year is paid in the following year once full year results are finalised.
4. Details of the 2025 LTIP values are set out below. The 2024 LTIP values represent 135,463 and 82,304 for the CEO and CFO respectively at a share price of 568p being the share price
on vesting i.e. 25 March 2025.
5. The fee paid to the Company Chair was set at £132,900 (which includes chairing the Nomination Committee) for 2025.
6. The annual basic fee for the Non-Executive Directors was set at £54,600 for 2025. In addition, fees were paid to Committee Chairs and Senior Independent Director of £10,000 per
appointment in recognition of the added workload and responsibilities associated with these roles.
7. Jean Cahuzac was appointed on 20 March 2024.
8. Kristin Færøvik was appointed on 18 January 2025.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
74
Annual bonus award for the year ended 31 December 2025 (audited)
The maximum bonus potential for Executive Directors for 2025 was 125% of salary with up to 100% of salary payable as a cash bonus
and an additional 25% payable in shares. Aligned with the bonus scheme for all other participants, 90% of the bonus is payable on
Group performance with the remaining 10% based on a Group wide safety target. For 2026 onwards in line with the requirements of
Main Market listing, personal objectives have been introduced for the CEO and CFO.
The Group performance element was based on sliding scale Adjusted EBITDA targets with the threshold set at 90% of budget Adjusted
EBITDA and the maximum set at 110% of budget Adjusted EBITDA. The share bonus is payable on a sliding scale Adjusted EBITDA
target starting at 110% of budget Adjusted EBITDA with maximum achieved at 120% of budget Adjusted EBITDA.
Adjusted EBITDA targets for the 2025 bonus scheme were as follows:
Minimum Target Maximum Actual
% of cash
bonus
achieved
Adjusted EBITDA £80.0m £86.7m £95.3m £82.4m 30.3%*
* Adjustment made to bonus calculation for 50% of any profit on disposal in excess of budget and include one-off debtor receipt in EBITDA.
The Group health and safety target was TRIR less than or equal to 1.
On the basis that the Group exceeded the minimum target and safety objectives were met, cash bonuses equating to 30.3% of salary
were earned in respect of 2025 and will be payable in 2026. No share bonus was awarded as this threshold was not met.
LTIP awards due to vest in the 2026 in respect of performance to 31 December 2025 (audited)
The 2023 LTIP awards are expected to vest in March 2026 as follows:
Earnings per Share
50% weighting
ROIC
25% weighting
TSR
25% weighting
Threshold EPS (25% vesting) 27.0 p 15% Median
Maximum EPS (100% vesting) 30.1p 18% Upper quartile
Actual achieved 49.4p 23% Above median
Vesting (% of maximum) 100% 100% 49%
Total Vesting (% of maximum) 87.3%
Based on the above, the awards held by Executive Directors will vest as follows:
Number of shares
under award % Vesting
Number of
shares vesting
Value due to share
price appreciation
(£000)
LTIP single
figure total
1
Allan Pirie 154,417 87.3% 134,806 £3.33 £448,675
Ingrid Stewart 81,998 87.3% 71,584 £3.33 £238,254
1. As the vesting date falls after the Directors’ Remuneration Report is signed off, the pre-tax value of these awards has been estimated using the three-month average share price to
31 December 2025 (332.83p). The actual pre-tax value of these awards at the point of vesting will be set out in next year’s Directors’ Remuneration Report.
LTIP awards granted in the year ended 31 December 2025 (audited)
The following LTIP awards were granted to the Executive Directors on 25 September 2025:
Basis of award
Number of shares
under award
Allan Pirie 150% of salary 117,782
Ingrid Stewart 125% of salary 66,471
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
75
Remuneration Committee Report continued //
The awards are exercisable at nil cost to the extent that the following performance criteria are achieved by the Company over a
three-year performance period being the three-year period ending 31 December 2027:
Metric Target Weighting
Earnings per share (EPS) 25% of this part vests if EPS growth is 10% c.p.a., increasing pro-rata to
100% vesting if EPS growth is 14% c.p.a. or above
50%
Return on Invested Capital (ROIC) 25% of this part vests if average ROIC is 15% increasing pro-rata up to
100% vesting if ROIC is 20% or above
25%
Total Shareholder Return (TSR) 25% of this part vests for median TSR, increasing pro-rata to 100%
vesting for upper quartile TSR as measured against the Numis Smaller
Companies Index + Aim Index (ex-Investment Companies)
25%
Outstanding Share Awards Held by Executive Directors (audited)
Details of outstanding options granted as at 31 December 2025 are as follows:
Date of grant Granted Vested Lapsed
Balance at
31 December
2025
Exercise
price
First date
exercisable
1
Allan Pirie 5 September 2022
4 May 2023
16 April 2024
25 September 2025
406,389
154,417
79,001
117,782
406,389
–
–
–
–
–
–
–
–
135,463
unexercised
154,417
79,001
117,782
Nil
Nil
Nil
Nil
March 2025
March 2026
March 2027
March 2028
Ingrid Stewart 5 September 2022
4 May 2023
2
16 April 2024
25 September 2025
246,914
81,998
44,585
66,471
246,914
–
–
–
–
–
–
–
82,304
unexercised
81,998
44,585
66,471
Nil
Nil
Nil
Nil
March 2025
March 2026
March 2027
March 2028
1. LTIP awards vest on publication of the relevant annual results and are exercisable up to 10 years after the grant date.
2. 134,806 and 71,584 options for CEO and CFO will vest following announcement of full year results for 2025. The balance of this award will lapse.
Directors’ Shareholding (audited)
Details of the Directors’ interests, including those of their immediate families and connected persons, in the issued share capital
of the Company at the beginning and end of the year, together with confirmation of whether the required shareholding has been met or
whether a Director is still building their holding, are set out in the table below.
Director
Shares required
to be held
(% of salary)
Number of
shares required
to hold
1
Number of
beneficially
owned shares
2
Total interests
held at
31 December
2025
3
Total interests
held at
1 January
2025
4
Shareholding
requirement
met?
Allan Pirie 200 275,076 – 1,477,063 1,341,600 Yes
Ingrid Stewart 200 186,290 – 400,229 317,925 Yes
Bill Shannon – – – 95,397 65,397 n/a
Tony Durrant – – – 10,000 10,000 n/a
Thomas Thomsen – – – 2,910 – n/a
Jean Cahuzac – – – 8,600 – n/a
Kristin Færøvik – – – 6,966 – n/a
Notes
1. Shareholding requirement calculation is based on the share price at 31 December 2025 of (310p). The Company does not oblige the Non-Executive Directors to hold shares in the
Company, but this is encouraged to ensure the appropriate alignment of interests.
2. Beneficial interests include shares held directly or indirectly by connected persons.
3. Includes options vested but not exercised.
4. Or appointment date if later.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
76
External appointments
The CEO and CFO did not have any external appointments during the year ended 31 December 2025.
Payments to past Directors or for loss of office
No Director has received compensation for loss of office. No sums have been paid to third parties in respect of Directors’ services.
CEO pay ratio
In line with the reporting regulations, set out below is the ratio of CEO pay compared to the pay of UK full-time equivalent colleagues
of the Group for the financial year ended 31 December 2025. This is a new disclosure for the Company and we will build up to five years’
worth of data over time. We expect the pay ratio to vary from year to year, driven largely by variability in incentive outcomes for the
CEO, which will significantly outweigh any other general employee pay changes. The CEO single total figure remuneration of £1,056,386
is used in the table below. The Committee will monitor the CEO pay ratio over time to check that it appears reasonable and is consistent
with the Company’s wider policies on colleague pay, reward and progression. We have chosen to use Option A in calculating the
ratios, which is a calculation based on the pay of all UK employees on a full-time equivalent basis, as this option is considered to be
more statistically robust. The ratios are based on total pay and benefits inclusive of short-term and long-term incentives applicable
for the respective financial year (1 January to 31 December). The reference employees at the 25th, 50th and 75th percentile have been
determined by reference to pay and taxable benefits as at 31 December 2025.
Method
25th
percentile
pay ratio
Median pay
ratio
75th
percentile
pay ratio
2025 Option A 30:1 19:1 14:1
The Committee is satisfied that the resulting figures are reasonable and are appropriately representative for the purposes of the CEO
pay ratio calculations. The ratio is largely driven by the bonus awards and LTIP vestings in respect of performance to 31 December 2025.
Set out in the table below is the base salary and total pay and benefits for each of the percentiles.
25th
percentile Median
75th
percentile
Salary £30,089 £39,900 £64,728
Total pay and benefits £34,730 £53,534 £72,421
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay for all Group colleagues relative to dividends:
Significant distributions
2025
£’000
2024
£’000
%
change
Staff costs 50,861 44,326 15%
Dividends
2
965 883 9%
1. Note 6 of the consolidated financial statements.
2. Dividend paid to shareholders.
Statement of shareholder voting
The table below shows the advisory vote on the Directors’ Remuneration Report at the 2025 Annual General Meeting held on
22 May 2025:
AGM resolution Votes for %
Votes
against %
Votes
withheld
Directors’ Remuneration Report (2025 AGM) 56,485,197 98.8 688,157 1.20 4,932
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
77
Remuneration Committee Report continued //
Total Shareholder Return graph and table
The graph below compares, for the period from IPO in November 2021 to 31 December 2025, the total return (assuming all dividends
are reinvested) to ordinary shareholders compared to the FTSE SmallCap Index (selected because it is a broad equity index considered
an indicative measure of the expected return from an equity stock).
0
50
100
150
200
250
300
350
400
23 Nov 2021 31 Dec 2021
Ashtead Technology Holdings plc
Total shareholder return rebased to 100 from date of Admission
31 Dec 2022 31 Dec 2023 31 Dec 2024 31 Dec 2025
FTSE SmallCap (ex ITs)
The table below shows the CEO’s remuneration for the year ended 31 December 2025. This is another new disclosure for the Company
and will build up over time to show ten years’ worth of data.
Year Name
Single figure
£000
Bonus
(% of max)
LTIP
(% of max)
to 31 December 2025 Allan Pirie 1,056 30.3% 87.3%
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
78
Percentage change in Directors’ remuneration versus employee pay
The table below shows the percentage changes in base salary or fees, taxable benefits and annual bonus of each Director in 2025,
compared to the previous financial year, together with the approximate comparative average figures for those employees who were
employed for a full 12 months.
Salary/Fee
% change
Taxable
benefits
% change
3
Bonus
% change
Allan Pirie 5% 10% -63%
Ingrid Stewart 5% 9% -63%
Bill Shannon 4% – –
Tony Durrant 4% – –
Thomas Thomsen 4% – –
Jean Cahuzac
1
4% – –
Kristin Færøvik
2
n/a – –
Average employee pay 5% 10% -63%
Notes
1. Appointed on 20 March 2024.
2. Appointed on 18 January 2025.
3. Increase in benefits for the Executive Directors relate to increased premiums on private healthcare. The Non-Executive Directors receive no taxable benefits and do not participate in the
annual bonus or LTIP.
Wider employee context
Whilst our focus is predominantly on the pay and benefits offered to the Executive Directors, we take an active interest in the pay and
benefits offered to the wider employee base, as well as other related workforce policies and practices.
In the UK, we publish a gender pay gap report in line with government regulation. Please see our website to view the report.
Closing remarks
We have closed 2025 with a very solid performance against our financial KPIs and business strategy. The Committee is satisfied that
the remuneration outcomes for 2025 demonstrate a strong link between pay and performance and that the proposed new Directors’
Remuneration Policy for 2026 is aligned to both market and best practice and will continue to support the growth of the business.
On behalf of the Remuneration Committee
Tony Durrant
Chair of the Remuneration Committee
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
79
Continuing to deliver.
Directors’ Report //
The Directors present their
Annual Report and audited
financial statements for the
Group and the Company for
the year ended 31 December
2025. The comparative results
are for the year ended
31 December 2024.
Principal activities
Ashtead Technology Holdings plc is listed
on the Main Market of the London Stock
Exchange. The principal activity of the
Group is the provision of subsea solutions
and technologies to the global offshore
principal activities and business overview
of the Group are set out on pages 2 to 9
which forms part of this Directors’ Report.
Strategic Report
The Strategic Report is a requirement
of the Companies Act 2006 and can
be found on pages 2 to 47. Ashtead
Technology has chosen, in accordance
with section 414C(11) of the Companies
Act 2006, to include other matters of
strategic importance that would otherwise
be disclosed in the Directors’ Report in
other sections of this Annual Report
(see the table below). This information
should be read in conjunction with this
Directors’ Report.
Business review and future development
and prospects
A detailed review of the Company’s
performance during the year, including an
analysis of principal risks and uncertainties,
key performance indicators and insights
into likely future business developments, is
provided in the Strategic Report on pages
2 to 47.
In 2025, Ashtead Technology continued to
advance its strategic objectives, achieving
growth through both acquisitions and
organic investments in its technologies and
workforce. Throughout 2025 and into early
2026, Ashtead Technology has continued
to invest in growth initiatives, enhancing
our ability to support customers as they
navigate the energy transition.
Results and dividends
The audited financial statements for the
Group and the Company are presented
on pages 92 to 96 and pages 129 and 130,
respectively.
The Directors have continued to maintain
a disciplined approach to capital allocation
through 2025. During 2025 we have
continued to reinvest profits to support
the ongoing development and growth
of the business organically whilst also
focusing on lowering our leverage. Whilst
no M&A transactions were completed in
2025, this remains a key area of growth for
the business and we continue to maintain
dialogue with a number of sellers and
potential sellers of businesses that would
be a strong strategic fit for our business. In
line with standard governance, the Board
intends to seek approval to introduce the
optionality of a share buy back at our next
AGM. As noted in previous reports, the
importance of dividends is acknowledged,
and in line with our disciplined capital
management policy, the Directors have
proposed a full and final dividend of 1.3p
per share for the year ended 31 December
2025. This will be payable on 28 May 2026,
with an ex-dividend date of 30 April 2026
and a record date of 1 May 2026.
Going concern
A detailed assessment of the going
concern assumption is provided in
Note 1 to the accounts. To evaluate the
appropriateness of preparing these
financial statements on a going concern
basis, the Directors have developed cash
flow forecasts and projections covering a
two-year period ending 31 December 2027.
After thoroughly reviewing the base case
forecasts and applying severe but plausible
downside scenarios, the Directors have
a reasonable expectation that the Group
possesses sufficient resources to operate
within its current financial facilities for
at least 12 months from the date of this
report. As a result, the Directors have
continued to prepare the Group and
Company financial statements using the
going concern basis of accounting.
Subject matter Page/Note
Strategic report 2 to 47
Sustainability and TCFD report 16 to 29
Stakeholder engagement 30 to 35
Key performance indicators 39 and 40
Risk management and information on the principal risks
and uncertainties
41 to 45
Corporate Governance Statement 50 and 51
Audit Committee Report 60 to 62
Nomination Committee Report 63 and 64
Remuneration Committee Report 65 to 79
Financial instruments and financial risk management Note 25 of the
financial statements
Related parties Note 26 of the
financial statements
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
80
Directors and their interests
The Directors of the Company who were
in office during the year and up to the
date of signing the Group financial
statements were:
• Bill Shannon (Chair)
• Allan Pirie (CEO)
• Ingrid Stewart (CFO)
• Tony Durrant (Senior
Independent Director)
• Thomas Thomsen (Independent
Non-Executive Director)
• Jean Cahuzac (Independent
Non-Executive Director)
• Kristin Færøvik (Independent
Non-Executive Director)
(appointed 18 January 2025)
Biographical details of the current
Directors are included in pages 48 and 49.
As at 31 December 2025, the Directors who
held office during the year held interests
in the Ordinary Shares of the Company.
These are included in the table below.
Directors’ insurance
The Company maintains Directors’ and
Officers’ liability insurance, which was in
force during the full year 2025 and remains
in force as at the date of this report.
Directors’ indemnity
Pursuant to the Company’s Articles of
Association, the Company has granted
an indemnity for the benefit of Directors
of the Group or directors and officers of
associated companies under which the
Company will indemnify them, subject
to the relevant article, against all costs,
charges, losses and liabilities incurred by
them in the performance of their duties.
There were no qualifying pension scheme
indemnity provisions.
Employee involvement
The Group recognises its workforce as
a critical stakeholder and places strong
emphasis on fostering an environment
where employees are informed, engaged
and aligned with the Group’s strategic
direction. The Board promotes meaningful
employee engagement through regular
meetings, structured forums and open
channels of communication, enabling
constructive dialogue on matters that
influence employees’ interests and the
long-term success of the Group.
As an equal opportunities employer, the
Group remains committed to supporting
professional development through
training, performance reviews and clear
pathways for career progression. The
Group also upholds its responsibilities
towards disabled persons, ensuring
fair consideration for employment and
continued support for employees who
may become disabled during their tenure.
Wherever practicable, disabled employees
are provided with equitable access to
training, development and promotion
opportunities, consistent with their skills
and capabilities.
Further information on how the Company
engages with employees as a key
stakeholder group, and how their interests
are considered in Board decision making,
is set out in the Section 172 statement on
pages 30 to 35.
Statement of engagement with
other stakeholders
The Group Board recognises the critical
role that constructive and transparent
relationships with all stakeholders play
in supporting the Company’s long-term
success. The Board remains committed to
fostering strong, collaborative engagement
built on principles of respect, trust and
open communication.
Further information on the Company’s
stakeholder engagement activities, and
how these considerations inform Board
deliberations, is set out in the Section
172(1) statement on pages 30 to 35. These
disclosures, which describe our approach
to understanding and responding to
stakeholder priorities, are incorporated by
reference and form an integral part of this
Directors’ Report.
Research and development
The Group is continually looking at ways
to enhance its offering to its customers,
including innovating and enhancing its
technology and applications.
Streamlined Energy and Carbon
Reporting (SECR)
Details of the Company’s greenhouse gas
emissions and SECR disclosures are set out
in the Sustainability report on page 28.
Share capital, voting and restrictions on
transfer of shares
Details of the Company’s share capital are
shown in Note 24 of the Group accounts
and Note 8 of the Company accounts. The
Company has one class of Ordinary Shares
which carry no right to fixed income. Each
share carries the right to one vote at a
general meeting of the Company. The
rights and obligations attaching to these
shares are governed by the Companies
Act 2006 and the Company’s Articles
of Association.
At 31 December 2025 At 31 December 2024
Shares Options Shares Options
Bill Shannon
1
95,397 – 65,397 –
Allan Pirie 1,341,600 486,663
2
1,341,600 368,881
Ingrid Stewart 317,925 275,358
3
317,925 208,887
Tony Durrant
1,4
10,000 – 10,000 –
Thomas Thomsen
1
2,910 – – –
Jean Cahuzac
1
8,600 – – –
Kristin Færøvik
1
6,966 – – –
1. Denotes Chair/Non-Executive Director.
2. 134,806 will vest on release of annual results. 135,463 options which vested in 2025 remain unexercised.
3. 71,584 will vest on release of annual results. 82,304 options which vested in 2025 remain unexercised.
The detailed vesting requirements under the option schemes are included in the Remuneration Report on pages 65 to 79.
4. Post year end Tony Durrant purchased a further 30,000 shares, bring his total holding to 40,000 Ordinary shares.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
81
Directors’ Report continued //
The Directors may refuse to register a
transfer of a certificated share: which is
not fully paid, provided that the refusal
does not prevent dealings in the shares
in the Company from taking place on an
open and proper basis; or on which the
Company has a lien. The Directors may also
refuse to register a transfer of a certificated
share unless the instrument of transfer: (i)
is lodged at the office, or such other place
as the directors may decide accompanied
by the certificate for the share to which it
relates and such other evidence (if any) 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; and (iii) 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.
There are no other restrictions on the
transfer of ordinary shares in the Company
other than those imposed by prevailing
laws and regulations (such as insider
trading laws and market requirements in
respect of close periods).
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.
Significant shareholders
As at 28 February 2026 the Company
has been advised, in accordance with the
Disclosure and Transparency Rules of the
Financial Conduct Authority, of notifiable
interests in 3% or more of its voting rights
(see table below).
Employee Benefit Trust
The Ashtead Technology Holdings
Employee Benefit Trust (the “EBT”) was
established on 1 June 2022 through a
declaration of trust between the Company
and Intertrust Employee Benefit Trustee
Limited (the “Trustee”).
As of 31 December 2025, 223,940 shares
were held by the EBT. Following the
publication of our 2025 annual results, the
Company will issue an additional 352,201
newly authorised shares at a subscription
price of £0.05 per share (nominal value)
to the EBT. This issuance will support
the vesting of 2023 LTIP share options
and will be funded through a loan facility
arrangement between the Company and
the Trustee.
Until options are exercised, shares held
by the EBT are held on general trust. The
Trustee has agreed to satisfy any exercised
options by transferring the corresponding
number of shares directly to the exercising
shareholder. In the interim, the Trustee
retains the discretion to vote, abstain from
voting, or accept or reject any offer related
to the shares as it deems appropriate,
without incurring liability or being required
to justify its decisions. Upon the exercise of
options, the legal and beneficial ownership
of the relevant shares is transferred from
the EBT to the option holder.
Purchase of own shares
The Company does not currently have
the authority to purchase its own shares.
It is the Directors intention to seek
approval from its shareholders at the
Annual General Meeting to be held on
21 May 2026 to obtain authority for the
Company to purchase, in the market, up to
10% of its ordinary shares of 5p each. This
authority will be renewable annually.
Change of control
A change of control of the Company
following a takeover bid may cause a
number of other agreements to which
the Company and/or one or more of its
subsidiaries is party, such as banking
arrangements, property leases and
licence agreements, to alter or be
capable of termination at the election
of the counterparty.
The Company does not have agreements
with any Director or employee that would
provide compensation for loss of office
or employment resulting from a takeover
except that provisions of the Company’s
share schemes may cause options and
awards granted to employees under
such schemes to vest on a takeover – the
relevant scheme rules stating that as a
result of a change of control event (or
other corporate action) the Board may
in its absolute discretion determine the
awards to vest, unless they determine that
the performance conditions shall apply in
which case they shall be released to the
extent vested only.
Political and charitable donations
It is the Group’s policy not to make political
donations. The Directors confirm that no
donations for political purposes were made
during the year (2024: nil).
The Group made a total of £2,992 of
charitable donations in 2025 (2024:
£5,086). The largest beneficiary was
SensationALL who received £1,000 (2024:
Sports Challenge Trust received £1,545).
Articles of Association and powers
of the Directors
The Company’s Articles of Association
(the ‘Articles’) contain the rules relating
to the powers of the Company’s Directors
and their appointment and replacement
mechanisms. The Articles may only be
amended by special resolution at a general
meeting of the shareholders. Subject to the
Articles and relevant regulatory measures,
including the Companies Act 2006, the
day-to-day business of the Group is
managed by the Board which may exercise
all the powers of the Company. In certain
circumstances, including in relation to the
issuing or buying back by the Company of
its shares, the powers of the Directors are
subject to authority being given to them
by shareholders in general meeting.
Significant shareholders
Fidelity Management & Research 7,342,000 9.1%
Aberdeen 5,265,456 6.5%
Schroder Investment Management 4,172,184 5.2%
Lothian Pension Fund 4,050,000 5.0%
Jupiter Asset Management 3,735,946 4.6%
Aberforth Partners 3,411,661 4.2%
Attorney Equity Trading 3,038,286 3.8%
Interactive Brokers (EO) 3,004,911 3.7%
JPMorgan Asset Management 3,003,341 3.7%
Hargreaves Lansdown, stockbrokers (EO) 2,948,027 3.7%
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
82
Notice of Annual General Meeting
The Annual General Meeting (AGM) will
be held at 10.00am on 21 May 2026 at
the offices of White & Case, 5 Old Broad
Street, London, EC2N 1DW. The Notice of
Meeting will be posted to shareholders
along with the Annual Report within the
appropriate timeframe. The Notice of
Meeting will also be made available on
the website and will set out the business
of the meeting and an explanatory note.
In line with good governance, voting on
all resolutions at this year’s AGM will be
conducted by way of a poll.
Corporate governance
The Group’s statement on corporate
governance can be found in the corporate
governance section of this Annual Report
on pages 52 to 59, which is incorporated
by reference and forms part of this
Directors’ Report. It can also be found
on the Company’s website.
Forward-looking statements
To the extent this Annual Report contains
forward-looking statements these involve
risk and uncertainties. The Group’s actual
results could differ materially from those
estimated or anticipated in the forward-
looking statements as a result of many
factors. Information contained in this
Annual Report relating to the Company
should not be relied upon as a guide to
future performance.
Post balance sheet events
There have been no post balance sheet
events to the date of signing this
Annual Report.
Branches outside of the United Kingdom
Ashtead Technology Limited, a subsidiary
of the Company, has a branch in France.
During the year, Seatronics Limited had a
branch in UAE. Both the Seatronics Limited
entity and its branch were liquidated
during the year.
Directors’ statement as to disclosure
of information to the auditor
Each of the persons who is a Director
at the date of approval of this report
confirms that:
• So far as the Director is aware, there is
no relevant audit information of which
the Company’s auditor is unaware; and
• The Director has taken all the steps that
they ought to have taken as a Director
in order to make themselves aware of
any relevant audit information and to
establish that the Company’s auditor is
aware of that information.
This confirmation is given and should
be interpreted in accordance with the
provisions of s418 of the Companies
Act 2006.
Auditor
The auditor, BDO LLP, has indicated its
willingness to continue in office and a
resolution concerning its re-appointment
will be proposed at the AGM.
Directors’ responsibilities
The Directors are responsible for preparing
the Annual Report and the financial
statements in accordance with applicable
law and regulations.
Company law requires the Directors to
prepare financial statements for each
financial year. Under that law the Directors
are required to prepare the Group financial
statements in accordance with UK adopted
international accounting standards and
the Company financial statements in
accordance with United Kingdom Generally
Accepted Accounting Practice (United
Kingdom Accounting Standards and
applicable law). Under company law the
Directors must not approve the financial
statements unless they are satisfied that
they give a true and fair view of the state
of affairs of the Group and Company and
of the profit or loss of the Group for that
period.
In preparing these 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;
• State whether they have been prepared
in accordance with UK-adopted
international accounting standards
subject to any material departures
disclosed and explained in the financial
statements;
• Prepare the financial statements on
the going concern basis unless it is
inappropriate to presume that the
Group and the Company will continue
in business;
• Prepare a directors’ report, a strategic
report and directors’ remuneration
report which comply with the
requirements of the Companies
Act 2006.
The Directors are responsible for keeping
adequate accounting records that
are sufficient to show and explain the
Company’s transactions and disclose
with reasonable accuracy at any time the
financial position of the Company and
enable them to ensure that the financial
statements comply with the requirements
of the Companies Act 2006. They are also
responsible for safeguarding the assets
of the Company and hence for taking
reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for ensuring
that the annual report and accounts,
taken as a whole, are fair, balanced,
and understandable and provides the
information necessary for shareholders to
assess the group’s performance, business
model and strategy.
Website publication
The Directors are responsible for
ensuring that the Annual Report and
financial statements are accessible on
the Company’s website. These financial
statements are published in compliance
with United Kingdom legislation governing
their preparation and dissemination,
which may differ from regulations in
other jurisdictions. The maintenance and
integrity of the Company’s website falls
under the Directors’ responsibility. This
responsibility also includes ensuring the
continued accuracy and integrity of the
financial statements hosted on the website.
Directors’ responsibilities pursuant
to DTR4
The Directors confirm to the best of
their knowledge:
• The financial statements have been
prepared in accordance with the
applicable set of accounting standards,
give a true and fair view of the assets,
liabilities, financial position and profit
and loss of the Group and Company.
• The Annual Report includes a fair review
of the development and performance of
the business and the financial position of
the Group and Company, together with
a description of the principal risks and
uncertainties that they face.
Approved by the Board and signed on
behalf of the Board.
Allan Pirie
Chief Executive Officer
16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
83
Report on the audit of
the financial statements
Opinion
In our opinion:
• the financial statements give a true and
fair view of the state of the Group’s and
of the Parent Company’s affairs as at
31 December 2025 and of the Group’s
profit and the Group’s cash flows for
the year then ended;
• the Group financial statements have
been properly prepared in accordance
with UK adopted international
accounting standards;
• the Parent Company financial
statements have been properly prepared
in accordance with United Kingdom
Generally Accepted Accounting Practice;
and
• the financial statements have been
prepared in accordance with the
requirements of the Companies
Act 2006.
We have audited the financial statements
of Ashtead Technology Holdings plc (the
‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December
2025 which comprise of the following:
The financial reporting framework that
has been applied in the preparation
of the Group financial statements
is applicable law and UK adopted
international accounting standards. 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 Financial
Reporting Standard 101 Reduced
Disclosure Framework (United Kingdom
Generally Accepted Accounting Practice).
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
believe that the audit evidence we have
obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remain 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 FRC’s Ethical
Standard as applied to listed public
interest entities, and we have fulfilled our
other ethical responsibilities in accordance
with these requirements. The non-audit
services prohibited by the FRC’s Ethical
Standard were not provided to the Group
and the Parent Company and we remain
independent of the Group and the Parent
Company in conducting our audit.
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 and
the Parent Company’s ability to continue
to adopt the going concern basis of
accounting included:
• understanding the processes relating to
the assessment of the appropriateness
of the going concern assumptions
through the review of the Directors’
assessment, assumptions made and
cash flow forecasts underpinning
their conclusion;
• testing the arithmetic accuracy of the
cashflow forecast model, checking
that the logic of any calculations are
performed as designed;
• analysing the current and forecast
performance of the Group including
working capital requirements, by
assessing the Directors’ assumptions
against market data and the Group’s
post year end performance, including
the actual and forecast impact of any
geo-political unrest from the war in the
Middle East that commenced in the
post year end period;
• re-performing the Directors’ sensitivity
testing challenging their definition of a
severe but plausible downside scenario
and impact it would have on the going
concern assumption;
• performing reverse stress testing on
Directors’ forecasts over the going
concern period, assessing the likelihood
of a scenario occurring that would result
in the performance reflected in the
reverse stress test, and assessing the
mitigating actions available to the Board;
• assessing whether the financing facilities
that are available to the group are
sufficient to support plausible
downside scenarios;
• recalculating current loan covenants
under both the base case and sensitised
scenarios, in order to assess compliance
over the going concern period;
• using various external data sources to
identify indicators of potential going
concern risks at the Group and industry
level; and
• assessing whether the going concern
disclosures are appropriate, consistent
with the Directors’ going concern
assessment and in conformity with
the applicable reporting standards.
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
and the 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. However, because not all future
events or conditions can be predicted,
this statement is not a guarantee as to
the Group and the Parent Company’s
ability to continue as a going concern.
To the members of Ashtead Technology Holdings plc
Group Parent Company
Consolidated statement of comprehensive income
Consolidated balance sheet Company balance sheet
Consolidated statement of changes in equity Company statement of changes
in equity
Consolidated cash flow statement
Notes 1 to 28 to the consolidated
financial statements
Notes 1 to 8 to the company
financial statements
Material accounting policy information
Independent Auditor’s Report //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
84
In relation to the Group’s reporting on
how it 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 in preparing the financial
statements.
Our responsibilities and the responsibilities
of the Directors with respect to going
concern are described in the relevant
sections of this report.
An overview of the scope of our audit
Our Group audit was scoped by obtaining
an understanding of the Group and its
environment, the applicable financial
reporting framework and the Group’s
system of internal control. We identified
and assessed the risks of material
misstatement of the Group financial
statements including with respect to the
consolidation process. We then applied
professional judgement to focus our
audit procedures on the areas that posed
the greatest risks to the Group financial
statements. We continually assessed risks
throughout our audit, revising the risks
where necessary, with the aim of reducing
the group risk of material misstatement to
an acceptable level, in order to provide
a basis for our opinion.
Components in scope
The Group comprises a parent entity,
Ashtead Technology Holdings plc, and
17 subsidiary companies. The Group’s
control environment is defined, managed
and monitored from one location in
Westhill, Scotland. Supporting this control
environment are two separate finance
teams, one based in Westhill and one in
Turriff, Scotland. The Turriff finance team
are principally tasked with overseeing
the financial reporting of Alfred Cheyne
Engineering Limited, while the Westhill
team oversees the financial reporting of all
other Group companies. Although there
are two finance teams, financial reporting
controls are defined by the Group
finance function and operates on a single
accounting software package supporting
uniformity in the control environment.
The Group’s major business units are
aligned with the segmental reporting
as laid out in Note 3 of these financial
statements. There are no significant
sub-groups or sub-consolidations.
Components are defined based on the
group structure by legal entity and scoping
has been performed with reference to
the prevalence of Group risks of material
misstatement in each Component
having assessed the inherent risk factors
associated with the group risks, the
existence of those factors in each of the
components and the relative likelihood
and magnitude of misstatement should
the risk come to fruition.
As a result of our risk assessment
procedures the following components
have been determined to be in scope:
• Ashtead Technology Holdings plc
(parent company) – UK;
• Alfred Cheyne Engineering Limited – UK;
• Ashtead Technology Limited – UK;
• Ashtead Technology Offshore Inc – USA;
• Ashtead Technology (SEA) PTE Limited
– Singapore; and
• Ashtead Technology LLC – UAE.
For components in scope, we used a
combination of risk assessment procedures
and further audit procedures to obtain
sufficient appropriate evidence. These
further audit procedures included:
• procedures on the entire financial
information of the component, including
performing substantive procedures and
tests of operating effectiveness
of controls.
Procedures performed at the
component level
We performed procedures to respond
to group risks of material misstatement
at the component level.
For the purpose of our group audit,
the group consisted of 18 components in
total, being the Parent Company and
17 subsidiaries. These were comprised
of 18 legal entities. No group components
were made up of more than one
legal entity.
Procedures were performed on the entire
financial information of all the components
listed as being in scope.
Procedures performed centrally
The group operates a centralised IT
function that supports IT processes for
certain components. This IT function is
subject to specified risk-focused audit
procedures, predominantly the testing
of the relevant IT general controls and IT
application controls.
Locations
The Group’s operations are spread over
a number of different geographical
locations. And although the finance teams
are centralised, the location of physical
assets are geographically dispersed. To
support our Group audit procedures,
our teams conducted procedures in the
Group’s locations in the UK, US, Singapore
and UAE.
Overview
Key audit matters 2025 2024
Revenue recognition
✓ ✓
Impairment of Goodwill ✓ ✕
Carrying value of rental fleet ✕
✓
Acquisition accounting ✕ ✕
Carrying value of rental fleet is no longer considered the area of
most significance to the audit as, following recent acquisitions,
the highest risk of impairment relates to the associated goodwill
balances.
Acquisition accounting is no longer considered to be a key audit
matter because there were no material acquisitions in the year.
Materiality Group financial statements as a whole
£2,060,000 (2024: £1,750,000) based on 5% (2024: 5%) of Profit
before tax
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
85
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the resources needed to perform
this work. These resources included component auditors, who formed part of the group engagement team. As Group auditor we are
solely responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the significant areas of the group
audit relevant to the components based on our assessment of the group risks of material misstatement. We issued our group audit
instructions to component auditors on the nature and extent of their participation and role in the group audit, and on the group risks
of material misstatement.
We directed, supervised and reviewed the component auditors’ work. As component work was limited to attendance at stock
counts and performing asset verification testing, this included providing clear instructions on procedures to be performed, reviewing
component auditor documentation and evaluating the appropriateness of the audit procedures performed and the results thereof.
How climate change affected the scope of our audit
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and financial statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their potential
impacts on the financial statements and adequately disclose climate-related risks within the annual report;
• Our own qualitive risk assessment taking into consideration the sector in which the Group operates and how climate change affects
this particular sector; and
• Review of the minutes of Board meetings and other papers related to climate change and performed a risk assessment as to how
the impact of the Group’s commitment as set out in the Corporate Sustainability section may affect the financial statements and
our audit.
We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and
commitments have been reflected, where appropriate, in the Directors’ going concern and viability assessments and in management’s
judgements and estimates in relation to the assessment of indicators of impairment within the Group’s cash generating units.
We also assessed the consistency of management’s disclosures included as Other Information on pages 16 to 29 within the financial
statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related
risks.
The management disclosures on page 25 form part of the strategic report. Our responsibilities in relation to these disclosures are
described in the relevant section of this report and our procedures on these disclosures therefore consisted solely of considering
whether they are materially inconsistent with the financial statements or our knowledge obtained from the audit or otherwise appear
to be materially misstated.
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, including those which had the greatest effect on the overall audit strategy, the allocation of resources in the audit,
and directing the efforts of the engagement team. These matters 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.
To the members of Ashtead Technology Holdings plc
Independent Auditor’s Report continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
86
Key audit matter
How the scope of our audit responded
to the risk
Revenue
recognition
Refer
Accounting
policies Note
2.8 (page 101)
and Note 4 of
the consolidated
financial
statements
(page 107).
Revenue generated in the year is
recognised based on the defined
accounting policy applicable to each
revenue stream as defined in Note 2.8.
There is a potential risk of fraud as
revenue could be manipulated through
inappropriate application of the
cut-off principle, or the posting of
top-side manual journals.
Revenue recognition was an area of
focus for our audit in considering
possible areas of management bias
and fraud.
Given the significance of this balance
in the context of the financial
statements and the risks identified,
we considered this was an area
requiring significant auditor attention
and therefore was considered this to
be a key audit matter.
We reviewed the design and tested the implementation of general controls
within the IT system which management have implemented to consider
whether the IT environment has appropriate access, program change and
logical access controls.
We tested the appropriate application of the cut-off principal through
testing revenue recognised in the month before year end by tracing a
sample of items to supporting documentation to confirm the revenue is
being recorded in the correct period.
We performed journal entry testing, applying a particular focus to
individually unusual and/or material manual journals posted to the revenue
account throughout the year. We agreed journals meeting predetermined
criteria to supporting evidence to confirm that the revenue recognised was
appropriate, had an appropriate business rationale and was in line with the
Group’s accounting policy.
Key observations:
Based on the procedures performed we considered that revenue was
appropriately recorded in the correct period, and that manual adjustments
were supported.
Impairment of
Goodwill
Refer,
Accounting
policies Note
2.4 (page 100)
and Note 12 of
the consolidated
financial
statements
(page 114).
IAS 36 requires management to
perform an annual impairment
assessment over goodwill balances
at the balance sheet date.
A value in use calculation is an area
of significant judgement as it requires
estimates on future cashflows, growth
rates and an appropriate discount
rate. Judgement is also required in
the determination of which cash
generating units (‘CGUs’) goodwill
is attributable to.
The assessment of whether an
impairment exists within the
goodwill balance is a key area of
audit focus due to material nature
of the balances and the high level of
management judgement required in
the impairment assessment.
We obtained management’s discounted cash flow supporting the value in
use calculation and tested the assumptions inherent in the model by:
• testing forecasting accuracy by comparing recent budgets to actual
results as well as comparing the forecast period to date with post year
end performance.
• engaging with our internal valuations experts to assist us in assessing the
risks associated with the discount rate utilised, and whether that discount
rate is appropriate.
• challenging the growth rate used over the forecast period and in the
calculation of the terminal value with reference to external data.
• testing the sensitivity of headroom returned by the model by stress
testing growth and discount rate assumptions to determine the effect
plausible changes in assumptions would have to the headroom.
• performing reverse stress testing to determine the required scenarios for
headroom to be eliminated and assessing the likelihood of the scenarios
coming to fruition.
We challenged management on the appropriateness of the CGUs identified
and the allocation of goodwill by critically analysing management’s
conclusions on the degree to which cash generating activities are separable
against the provisions of IAS 36.
Key observations:
Based on the procedures performed we consider that the judgements
made by management in assessing whether there is any impairment within
the goodwill balance are appropriate.
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions
of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality
level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will
not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular
circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
87
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality
as follows:
Group financial statements
Parent company
financial statements
2025
£
2024
£
2025
£
2024
£
Materiality 2,060,000 1,750,000 1,234,000 920,000
Basis for
determining
materiality
5% of profit before tax 5% of profit before tax 1.5% of total assets 1.5% of total assets
Rationale for
the benchmark
applied
We considered profit
before tax to be users
principal consideration in
assessing the performance
of the Group.
We considered profit
before tax to be users
principal consideration in
assessing the performance
of the Group.
We considered total assets
to be the users principal
consideration in assessing
the performance of the
parent company.
We considered total assets
to be the users principal
consideration in assessing
the performance of the
parent company.
Performance
materiality
1,540,000 1,225,000 925,000 644,000
Basis for
determining
performance
materiality
75% of the above
materiality threshold.
70% of the above
materiality threshold.
75% of the above
materiality threshold.
70% of the above
materiality threshold.
Rationale for
the percentage
applied for
performance
materiality
Based on our expectation
of total value of known
and likely misstatements,
our knowledge of the
Group’s internal controls
and management’s
attitude towards
proposed adjustments.
Based on our expectation
of total value of known
and likely misstatements,
our knowledge of the
Group’s internal controls
and management’s
attitude towards
proposed adjustments.
Based on our expectation
of total value of known
and likely misstatements,
our knowledge of the
Group’s internal controls
and management’s
attitude towards
proposed adjustments.
Based on our expectation
of total value of known
and likely misstatements,
our knowledge of the
Group’s internal controls
and management’s
attitude towards
proposed adjustments.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group, apart from the Parent
Company whose materiality and performance materiality are set out above, based on a percentage of between 22% and 75% (2024: 21%
and 74% ) of Group performance materiality dependent on a number of factors including the relative size of the component and our
assessment of the risk of material misstatement of those components. Component performance materiality ranged from £339,000 to
£1,155,000 (2024: £248,000 to £910,000).
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £80,000 (2024:
£70,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.
Other information
The Directors are responsible for the other information. The other information comprises the information included in the entitled annual
report other than the financial statements and our auditor’s report thereon. 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.
Corporate governance statement
The UK Listing Rules sourcebook requires 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 Parent Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review.
To the members of Ashtead Technology Holdings plc
Independent Auditor’s Report continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
88
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, or our knowledge obtained during the audit.
Going concern and
longer-term viability
• 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 46;
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 46; and
• The Directors’ statement on whether they have a reasonable expectation that the Group will
be able to continue in operation and meet its liabilities set out on page 46.
Other Code provisions • Directors’ statement on fair, balanced and understandable set out on page 59;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 46;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 41; and
• The section describing the work of the audit committee set out on page 60.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and
Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and 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 Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in the Strategic report or the Directors’ report.
Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Corporate governance
statement
In our opinion, based on the work undertaken in the course of the audit the information about
internal control and risk management systems in relation to financial reporting processes and
about share capital structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Guidance and Transparency Rules sourcebook made by the Financial Conduct Authority
(the FCA Rules), is consistent with the financial statements and has been prepared in accordance
with applicable legal requirements.
In light of the knowledge and understanding of the Group and the Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in this information.
In our opinion, based on the work undertaken in the course of the audit, the information about
the Parent Company’s corporate governance code and practices, and about its administrative,
management and supervisory bodies and their committees comply with rules 7.2.2, 7.2.3 and 7.2.7
of the FCA Rules.
We have nothing to report arising from our responsibility to report if a corporate governance
statement has not been prepared by the Parent Company.
Matters on which we are
required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate
for our audit have not been received from branches not visited by us; or
• the Parent Company financial statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
89
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.
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.
However, the primary responsibility for the
prevention and detection of fraud rests
with both those charged with governance
of the Parent Company and management.
Extent to which the audit was capable of
detecting irregularities, including fraud
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:
Non-compliance with laws and
regulations
Based on:
• Our understanding of the Group and
the industry in which it operates;
• Discussion with management, those
charged with governance and the
audit committee; and
• Obtaining an understanding of the
Group’s policies and procedures
regarding compliance with laws
and regulations,
we considered the significant laws and
regulations to be the applicable accounting
framework, UK tax legislation, UK Listing
Rules and the Companies Act 2006.
The Group is also subject to laws and
regulations where the consequence of
non-compliance could have a material
effect on the amount or disclosures in the
financial statements, for example through
the imposition of fines or litigations. We
identified such laws and regulations to
be General Data Protection Regulation,
Employment Rights Act 1996, Health and
Safety at Work Act 1974, Management of
Health and Safety at Work Regulations
1999 and the QCA Code.
Our procedures in respect of the above
included:
• Review of minutes of meeting of those
charged with governance for any
instances of non-compliance with laws
and regulations;
• Review of correspondence with
regulatory and tax authorities for any
instances of non-compliance with laws
and regulations;
• Review of financial statement
disclosures and agreeing to supporting
documentation;
• Involvement of tax specialists in the
audit to assess compliance with relevant
tax legislation;
• Review of legal expenditure accounts to
understand the nature of expenditure
incurred; and
• Direct confirmation with the Group’s
legal counsel for confirmation of any
outstanding litigation relating to
matters of non-compliance with laws
and regulations.
Fraud
We assessed the susceptibility of
the financial statements to material
misstatement, including fraud. Our risk
assessment procedures included:
• Enquiry with management and those
charged with governance and the audit
committee regarding any known or
suspected instances of fraud;
• Obtaining an understanding of the
Group’s policies and procedures
relating to:
– Detecting and responding to the
risks of fraud; and
– Internal controls established to
mitigate risks related to fraud.
• Review of minutes of meetings of those
charged with governance for any known
or suspected instances of fraud;
• Discussion amongst the engagement
team as to how and where fraud might
occur in the financial statements;
• Performing analytical procedures to
identify any unusual or unexpected
relationships that may indicate risks
of material misstatement due to fraud;
and
• Considering remuneration incentive
schemes and performance targets and
the related financial statement areas
impacted by these.
Based on our risk assessment, we
considered the areas most susceptible
to fraud to be management override of
controls, and revenue recognition on
rental equipment through inappropriate
application of the cut-off principle.
Our procedures in respect of the above
included:
• Testing a sample of journal entries
throughout the year, which met defined
risk criteria, by agreeing to supporting
documentation;
• Involvement of forensic specialists in
the audit to assist in our identification of
areas that may be susceptible to fraud
and the design of the audit approach to
address the identified areas;
• Assessing significant estimates made by
management for bias, including those
set out in the key audit matters section
of the report;
• Agreeing balances and reconciling
items in management’s key control
account reconciliations to supporting
documentation as at 31 December 2025;
To the members of Ashtead Technology Holdings plc
Independent Auditor’s Report continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
90
• With regards to the risk of fraud in
revenue recognition on rental equipment
through inappropriate application of the
cut-off principle and carrying value of
rental fleet;
• Performing a stand back review of
misstatements identified, to determine
whether these were indicative of
management bias.
We also communicated relevant identified
laws and regulations and potential fraud
risks to all engagement team members
who were all deemed to have appropriate
competence and capabilities and remained
alert to any indications of fraud or non-
compliance with laws and regulations
throughout the audit.
Our audit procedures were designed to
respond to risks of material misstatement
in the financial statements, recognising
that the risk of not detecting a material
misstatement due to fraud is higher than
the risk of not detecting one resulting
from error, as fraud may involve deliberate
concealment by, for example, forgery,
misrepresentations or through collusion.
There are inherent limitations in the audit
procedures performed and the further
removed non-compliance with laws
and regulations is from the events and
transactions reflected in the financial
statements, the less likely we are to
become aware of it.
A further description of our
responsibilities is available on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our
auditor’s report.
Use of our report
This report is made solely to the Parent
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 Parent 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 Parent Company and the Parent
Company’s members as a body, for our
audit work, for this report, or for the
opinions we have formed.
In due course, as required by the Financial
Conduct Authority Disclosure Guidance
and Transparency Rule 4.1.15R – 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.
Matt Crane (Senior Statutory Auditor)
For and on behalf of BDO LLP,
Statutory Auditor
London, UK
16 March 2026
BDO LLP is a limited liability partnership
registered in England and Wales (with
registered number OC305127).
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Governance
91
Consolidated Income Statement //
Notes
2025
£000
2024
£000
Revenue 4 203,195 168,044
External costs directly relating to revenue 5 (52,063 ) (38,624 )
Staff costs 6 (54,143 ) (48,427 )
Other operating costs 5 (20,937 ) (16,379 )
Depreciation 5 (23,292 ) (19,125 )
Amortisation of intangible assets 5 (5,959 ) (3,841 )
Reversal of impairment loss/(impairment loss) on trade receivables 5 2,727 (927 )
Other operating income 5 2,027 2,072
Operating profit 5 51,555 42,793
Finance income 7 164 193
Finance costs 7 (10,486 ) (6,923 )
Profit before taxation 41,233 36,063
Taxation charge 8 (9,019 ) (7,285 )
Profit for the financial year 32,214 28,778
Profit attributable to:
Equity shareholders of the Company 32,214 28,778
Earnings per share
Basic 9 40.0 35.9
Diluted 9 39.6 35.4
The below financial measures are Alternative Performance Measures
used by management and are not an IFRS disclosure:
Adjusted EBITDA Appendix 82,425 69,451
Adjusted EBITA Appendix 59,133 50,326
Adjusted Profit Before Tax Appendix 48,811 43,596
Adjusted Profit After Tax Appendix 39,777 36,109
All results derive from continuing operations.
The accompanying notes are an integral part of these consolidated financial statements.
For the year ended 31 December 2025
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
92
2025
£000
2024
£000
Profit for the year 32,214 28,778
Other comprehensive (loss)/income:
Items that may be reclassified subsequently to profit or loss
Exchange differences on translation of foreign operations (2,407 ) 375
Other comprehensive (loss)/income for the year, net of tax (2,407 ) 375
Total comprehensive income 29,807 29,153
Total comprehensive income attributable to:
Equity shareholders of the Company 29,807 29,153
The accompanying notes are an integral part of these consolidated financial statements.
Consolidated Statement of Comprehensive Income //
For the year ended 31 December 2025
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
93
Notes
2025
£000
2024
£000
Non-current assets
Property, plant and equipment 11 100,371 87,325
Goodwill 12 111,657 112,183
Intangible assets 12 28,995 34,954
Right-of-use assets 20 4,118 2,627
Deferred tax asset 8 116 272
Current assets
Inventories 13 11,583 7,766
Trade and other receivables 14 50,768 52,975
Income tax recoverable 8 1,592 2,333
Cash and cash equivalents 15 14,073 12,168
Assets classified as held for sale 16 – 1,000
Total assets 323,273 313,603
Current liabilities
Trade and other payables 17 29,083 33,680
Income tax payable 8 3,906 1,273
Loans and borrowings 18 – 9
Lease liabilities 20 1,717 1,129
Non-current liabilities
Loans and borrowings 18 118,467 137,669
Lease liabilities 20 2,798 1,716
Deferred tax liability 8 9,778 10,356
Provisions for liabilities 21 436 443
Total liabilities 166,185 186,275
Equity
Share capital 24 4,031 4,016
Share premium 24 14,115 14,115
Merger reserve 24 9,435 9,435
Foreign currency translation reserve 24 (2,697 ) (290 )
Retained earnings 24 132,204 100,052
Total equity 157,088 127,328
Total equity and liabilities 323,273 313,603
The accompanying notes are an integral part of these consolidated financial statements.
The financial statements of Ashtead Technology Holdings plc (registered number 13424040) for the year ended 31 December 2025
approved and authorised for issue by the Board of Directors on 16 March 2026 and signed on its behalf by:
Allan Pirie
Ingrid Stewart
Chief Executive Officer Chief Financial Officer
16 March 2026 16 March 2026
At 31 December 2025
Consolidated Balance Sheet //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
94
For the year ended 31 December 2025
Consolidated Statement of Changes in Equity //
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Foreign
currency
translation
reserve
£000
Retained
earnings*
£000
Total
£000
At 1 January 2024 3,997 14,115 9,435 (665 ) 70,704 97,586
Profit for the year – – – – 28,778 28,778
Other comprehensive income – – – 375 – 375
Total comprehensive income – – – 375 28,778 29,153
Share based payment charge – – – – 1,074 1,074
Deferred tax on share based payment charge – – – – 398 398
Issue of shares 19 – – – (19 ) –
Dividends paid – – – – (883 ) (883 )
At 31 December 2024 4,016 14,115 9,435 (290 ) 100,052 127,328
Profit for the year – – – – 32,214 32,214
Other comprehensive loss – – – (2,407 ) – (2,407 )
Total comprehensive income – – – (2,407 ) 32,214 29,807
Share based payment charge – – – – 1,146 1,146
Deferred tax on share based payment charge – – – – (282 ) (282 )
Current tax on share based payment charge – – – – 54 54
Issue of shares 15 – – – (15 ) –
Dividends paid – – – – (965 ) (965 )
At 31 December 2025 4,031 14,115 9,435 (2,697 ) 132,204 157,088
* Management decided to transfer the share based payment reserve into retained earnings, which has been applied retrospectively, and the comparative period consolidated balance
sheet and consolidated statement of changes in equity have been restated. There is no change in the comparative amount for total equity as disclosed in the 2024 annual report and
consolidated financial statements due to the change in presentation.
The accompanying notes are an integral part of these consolidated financial statements.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
95
For the year ended 31 December 2025
Consolidated Cash Flow Statement //
Notes
2025
£000
2024
£000
Cash generated from operating activities
Profit before taxation 41,233 36,063
Adjustments to reconcile profit before taxation to net cash from operating activities
Finance income 7 (164 ) (193 )
Finance costs 7 10,486 6,923
Depreciation 11, 20 23,292 19,125
Amortisation 12 5,959 3,841
Gain on sale of property, plant and equipment 5 (2,027 ) (2,072 )
Share-based payment charges (including employer’s national insurance) 23 1,099 1,326
Provision for bad debts movement (1,469 ) 779
Provision for liabilities movement 21 25 86
Cash generated before movement in working capital 78,434 65,878
Increase in inventories (4,057 ) (1,167 )
Decrease/(increase) in trade and other receivables 190 (14,247 )
Decrease in trade and other payables (1,350 ) (3,947 )
Cash inflow from operations 73,217 46,517
Interest paid (9,410 ) (6,380 )
Tax paid (6,186 ) (10,020 )
Net cash generated from operating activities 57,621 30,117
Cash flow used in investing activities
Purchase of property, plant and equipment 11 (37,198 ) (29,388 )
Proceeds from customer loss/damage of assets held for rental 4,369 2,955
Acquisition of subsidiary undertakings net of cash acquired 28 (112 ) (67,056 )
Proceeds on disposal of assets held for sale 1,000 –
Interest received 164 193
Net cash used in investing activities (31,777 ) (93,296 )
Cash flow (used in)/generated from financing activities
Loans received 18/19 13,424 84,300
Transaction fees on loans received – (1,158 )
Repayment of bank loans 18/19 (33,344 ) (15,493 )
Payment of lease liability 19/20 (2,161 ) (1,428 )
Payment of finance lease liability 19 (9 ) (22 )
Dividends paid 10 (965 ) (883 )
Net cash (used in)/generated from financing activities (23,055 ) 65,316
Net increase in cash and cash equivalents 2,789 2,137
Cash and cash equivalents at beginning of year 12,168 10,824
Net foreign exchange difference (884 ) (793 )
Cash and cash equivalents at end of year 14,073 12,168
Non-cash transaction from investing activities
Settlement of remaining acquisition consideration through offset against trade receivables 28 (1,681) –
The accompanying notes are an integral part of these consolidated financial statements.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
96
Notes to the Consolidated Financial Statements //
For the year ended 31 December 2025
1. General information
1.1 Background
Companies Act 2006, whose shares are traded on the London Stock Exchange. The consolidated financial statements of the Company
as at and for the year ended 31 December 2025 comprise the Company and its interest in subsidiaries (together referred to as the
“Group”). The Company is domiciled in the United Kingdom and its registered address is c/o AMBA Company Secretarial Services
Limited, 4th Floor, One Kingdom Street, Paddington Central, London, W2 6BD, United Kingdom .
1.2 Basis of preparation
These consolidated financial statements are for the year ended 31 December 2025 and have been prepared in accordance with
UK-adopted International Accounting Standards.
These consolidated financial statements have been prepared under the historical cost convention.
1.3 Presentational currency
The consolidated financial statements, unless otherwise stated, are presented in sterling, to the nearest thousand.
1.4 Going concern
The consolidated financial statements of the Group are prepared on a going concern basis. The Directors of the Group assert that
the preparation of the consolidated financial statements on a going concern basis is appropriate, which is based upon a review of the
future forecast performance of the Group for a two-year period ending 31 December 2027.
During 2025 the Group has continued to generate positive cash flow from operating activities with a cash and cash equivalents balance
of £14,073,000 (2024: £12,168,000). The Group has access to a multi-currency RCF and additional accordion facility, which have total
commitments of £170,000,000 and £40,000,000 respectively, both of which expire in April 2028. The accordion facility is subject
to credit approval. As at 31 December 2025 the RCF had an undrawn balance of £50,576,000 on the £170,000,000 facility available
at that time. Refer to Note 18 for details on the available facilities.
The Facility Agreement is subject to a leverage covenant of 3.0x and an interest cover covenant of 4:1, which are both to be
tested on a quarterly basis. The Group has complied with all covenants from entering the Facility Agreement until the date of these
financial statements.
The Group monitors its funding and liquidity position throughout the year to ensure it has sufficient funds to meet its ongoing cash
requirements. Cash forecasts are produced based on a number of inputs such as estimated revenues, margins, overheads, collection
and payment terms, capex requirements and the payment of interest and capital on its existing debt facilities. Consideration is also
given to the availability of bank facilities and events that have occurred in the post balance sheet period. In preparing these forecasts,
the Directors have considered the principal risks and uncertainties to which the business is exposed.
The Directors have performed sensitivity analysis on the going concern assumption to determine whether plausible downside
scenarios would have a material impact. The plausible downside scenario applied is consistent with that used in the Viability Statement
on pages 46 to 47. Cash flow forecasts were flexed to model a 5% and 10% reduction in revenue for the years ending 31 December 2026
and 2027 respectively, together with a modest reduction in costs. Under this scenario, the peak funding requirement over the forecast
period remains within existing facilities, leaving headroom of £102,641,000 and no risk of covenant breach.
Taking account of reasonable changes in trading performance and bank facilities available, the application of severe but plausible
downside scenarios to the forecasts, the cash forecasts prepared by management and reviewed by the Directors indicate that the
Group is cash generative and has adequate financial resources to continue to trade for the foreseeable future and meet its obligations
as they fall due.
1.5 Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its power over the entity. In assessing control,
the Group takes into consideration potential voting rights and rights to variable returns of the subsidiaries. The acquisition date is the
date on which control is transferred to the acquirer. The financial information of subsidiaries is included in the consolidated financial
statements from the date that control commences until the date that control ceases. Control is reassessed whenever facts and
circumstances indicate that there may be a change in any of these elements of control.
The consolidated financial statements present the results of the Company and its subsidiaries as if they formed a single entity.
Intercompany transactions and balances between Group companies are therefore eliminated in full.
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Financial Statements
97
For the year ended 31 December 2025
1. General information continued
1.6 Business combinations
All business combinations are accounted for by applying the acquisition method as at the acquisition date, which is the date on
which control is transferred to the Group.
The Group measures goodwill at the acquisition date as:
• the fair value of the consideration transferred; plus
• the recognised amount of any non-controlling interests in the acquiree; plus
• the fair value of the existing equity interest in the acquiree; less
• the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. Subsequent changes to the fair value of the
contingent consideration are recognised in the income statement.
1.7 New and amended standards adopted by the Group
The following standards, amendments and interpretations became effective for the financial year beginning on 1 January 2025, however,
the Group did not have to change its accounting policies or make retrospective adjustments as a result of adopting these.
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange rates: Lack of Exchangeability
Future standards, amendments and interpretations
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective
in future accounting periods that the Group has decided not to adopt early. With the exception of IFRS 18, these standards are not
expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.
The impact of IFRS 18 on the Group is currently being assessed, however there is no impact on presentation for the Group in the
current year given the effective date of adoption is for periods beginning on or after 1 January 2027.
• Amendments to IFRS 9 and IFRS 7: Classification and measurement of financial instruments*
• Amendments to IFRS 9 and IFRS 7: Contracts Referencing Nature Dependent Electricity*
• Annual improvements to IFRS: Volume 11*
• IFRS 18 Presentation and Disclosure in the Financial Statements**
• IFRS 19 Subsidiaries without Public Accountability: Disclosures**
• Amendments to IAS21: Translation to a hyperinflationary presentation currency**
* Mandatory adoption date and effective date for the Group is 1 January 2026.
** Mandatory adoption date and effective date for the Group is 1 January 2027.
1.8 Statement of compliance
The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also
requires Group management to exercise judgement in applying the Group’s accounting policies. The areas where significant judgements
and estimates have been made in preparing the financial statements and their effect are disclosed in Note 2.
2. Summary of material accounting policies
2.1 Configuration or customisation costs in a cloud computing arrangement
The Group has a number of contracts for Software as a Service (“SaaS”) Cloud Computing Arrangements. These contracts permit the
Group to access vendor-hosted software and platform services over the term of the arrangement. The Group does not control the
underlying assets in these arrangements and costs are expensed as incurred.
The Group also incurs implementation costs in respect of these contracts. Implementation costs are capitalised as intangible assets
where costs meet the definition and recognition criteria of an intangible asset under IAS 38. Such costs typically relate to software
coding which is capable of providing benefit to the Group on a standalone basis. Other implementation costs primarily relate to
the configuration and customisation of the Cloud software solution and are assessed to determine whether the implementation
activity relating to these costs is distinct from the Cloud Arrangement, in which case costs are expensed as the activity occurs. If the
configuration and customisation costs relate to activity which is integral to the Cloud Arrangement such that the activity is received
over the term of the Cloud Arrangement, costs are recognised as a prepayment and expensed over the term of the Cloud Arrangement.
Notes to the Consolidated Financial Statements continued //
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
98
2. Summary of material accounting policies continued
2.2 Foreign currencies
Transactions in foreign currencies are translated to the respective functional currencies of Group entities at the foreign exchange
rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date
are retranslated to the functional currency at the foreign exchange rate ruling at that date. Foreign exchange differences arising on
translation are recognised in the income statement. Non-monetary assets and liabilities that are measured in terms of historical cost
in a foreign currency are translated using the exchange rate at the date of the transaction.
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated
to the Group’s presentational currency, sterling, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses
of foreign operations are translated at an average rate for each month where this rate approximates to the foreign exchange rates ruling
at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income
and accumulated in the translation reserve, within equity. When a foreign operation is disposed of, such that control, joint control or
significant influence (as the case may be) is lost, the entire accumulated amount in the foreign currency translation reserve is recycled
to the income statement as part of the gain or loss on disposal.
2.3 Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost comprises the purchase
price or construction cost, which includes cost of materials, direct labour costs and other directly attributable costs, and any costs
directly attributable to making the asset capable of operating as intended, in the intended location. The purchase price or construction
cost is the aggregate amount paid and the fair value of any other consideration given to acquire the asset. Depreciation is charged to
the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment.
The estimated useful lives are as follows:
Leasehold improvements – remaining lease term
Freehold property – 25-50 years
Fixtures and fittings – 4-5 years
Motor vehicles – 4-5 years
Assets held for rental – 4-15 years
Assets under construction – not depreciated
Depreciation methods, useful lives and residual values are reviewed at each balance sheet date.
Any gain or loss on disposal of an item of property, plant and equipment is recognised in the income statement within other operating
income.
Assets held for rental are held for rental until the end of their useful economic lives and are subsequently scrapped for minimal or no
value. Disposals of assets held for rental primarily arise where customers lose or damage equipment beyond repair and compensation
is invoiced under the terms of the rental contract. Assets held for rental are not subsequently held for sale as described in paragraph
68A of IAS 16. Where assets held for rental are derecognised, any gain or loss realised on disposal is not recognised as revenue in
accordance with IFRS 15. Rather, in accordance with paragraph 68 of IAS 16, the profit realised is included within other operating
income in the income statement.
In accordance with the circumstances described above, the cash flows for the purchase and disposal of assets held for rental are not
considered to be in scope of the requirements in paragraph 14 of IAS 7. Accordingly, these cash flows are classified in investing activities
in line with the normal requirements in paragraph 16 of IAS 7.
The cost of assets under construction are capitalised as work progresses. Once assets are complete and available for use they are
transferred to the relevant asset category and depreciated from that date.
Subsequent expenditure is capitalised only if it is probable that the future economic benefits associated with the expenditure will flow
to the Group.
An asset is classified as held for sale if its carrying amount will be recovered principally through sale rather than through continuing
use, which is when the sale is highly probable, and it is available for immediate sale in its present condition subject only to terms that
are usual and customary for sales of such assets. Assets classified as held for sale are measured at the lower of the carrying amount
upon classification and the fair value less costs to sell. Assets classified as held for sale are presented separately from other assets and
liabilities in the Consolidated Balance Sheet. Once assets are classified as held for sale, property, plant and equipment assets are no
longer subject to depreciation.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
99
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
2. Summary of material accounting policies continued
2.4 Intangible assets and goodwill
Goodwill
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is not amortised
but is tested annually for impairment. Expenditure on internally generated goodwill is recognised in the income statement as an
expense as incurred.
Other intangible assets
Other intangible assets that are acquired by the Group are stated at cost less accumulated amortisation and accumulated impairment
losses. Expenditure on internally generated brands is recognised in the income statement as an expense as incurred.
Non-compete arrangements, customer relationships, trade names and documented processes are intangible assets arising from
business combinations. The fair value of the non-compete arrangements at the acquisition date has been determined using the ‘with
and without’ method, an income approach which considers the difference between discounted future cash flow models, with and
without the non-compete clause. The fair value of the customer relationships at the acquisition date has been determined using the
multi-period excess earnings method. The fair value of trade names at the acquisition date has been determined using the royalty relief
methodology. The fair value of documented processes has been identified and valued using a cost approach.
Amortisation
Amortisation is charged to the income statement on a straight-line basis over the estimated useful lives of intangible assets unless such
lives are indefinite. Intangible assets with an indefinite useful life and goodwill are systematically tested for impairment at each balance
sheet date. Other intangible assets are amortised from the date they are available for use. The estimated useful lives are as follows:
Non-compete arrangements – 3-5 years
Customer relationships – 3-9 years
Trade names – 2 years
Documented processes – 10 years
Computer software – 5 years
2.5 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the FIFO (first-in, first-out) method.
2.6 Impairment of non-financial assets excluding inventories, deferred tax assets and contract assets
The carrying amounts of the Group’s non-financial assets, other than inventories and deferred tax assets, are reviewed at each reporting
date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount
is estimated. For goodwill, and intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable
amount is estimated each year at the reporting date.
The recoverable amount of an asset or cash-generating unit is its fair value less costs of disposal. For the purpose of impairment
testing, assets that cannot be tested individually are grouped together into the smallest group of assets that generates cash inflows
from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”).
The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to groups of cash-generating units
(“CGUs”) that are expected to benefit from the synergies of the combination. For the purposes of goodwill impairment testing, CGUs
to which goodwill has been allocated are aggregated so that the level at which impairment is tested reflects the lowest level at which
goodwill is monitored for internal reporting purposes. This is subject to an operating segment ceiling test.
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated recoverable amount. Impairment
losses are recognised in the income statement. Impairment losses recognised in respect of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are
assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent
that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation
or amortisation, if no impairment loss had been recognised.
2.7 Employee benefits
Defined contribution plans
The Group pays contributions to selected employees’ defined contribution pension plans. The amounts charged to the income
statement in respect of pension costs are the contributions payable in the period. Differences between contributions payable in
the period and contributions actually paid are shown as either accruals or prepayments on the balance sheet.
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100
2. Summary of material accounting policies continued
2.8 Revenue recognition
Revenue relates to the provision of services, rental of equipment and sale of equipment. Revenues arising from the rental of equipment
are recognised in accordance with the requirements of IFRS 16: Leases. Revenues arising from all other revenue streams are recognised
in accordance with the requirements of IFRS 15.
Revenue under IFRS 15
Revenue is recognised as performance obligations are satisfied when control of promised goods or services is transferred to the
customer and is measured at the amount that reflects the consideration to which the Group expects to be entitled in exchange for
those goods or services.
For each performance obligation within a contract, the Group determines whether it recognises revenue:
• Wholly at a single point in time when the Group has completed its performance obligation; or
• Piecemeal over time during the period that control incrementally transfers to the customer while the good is being manufactured
or the service is being performed.
The Group’s activities that require revenue recognition at a point in time comprise:
• The sale of goods that are not specifically designed for use by one particular customer; and
• The manufacture of goods that are specifically designed for one particular customer but for which the Group does not have an
enforceable right to payment for the work completed to date.
The events that trigger the recognition of revenue at a point in time are most commonly: (i) delivery of the product in accordance with
the contractual terms; or (ii) when the product is made available to the customer for collection; or (iii) when the customer notifies the
Group that they have accepted the product following a period of inspection. The Group utilises the customer acceptance approach
when the contract with the customer contains a requirement for formal acceptance to be provided, that typically is required to be
received before the customer is obliged to pay for the products.
In respect of revenue from the provision of manufactured equipment or project management services that is recognised over time,
the Group uses an input method for measuring the progress towards completion of its performance obligations and consequently
for measuring the amount of revenue that is recognised. Specifically, revenue is recognised in proportion to the total expected
consideration that mirrors the costs incurred to date relative to the total expected costs to complete the performance obligation.
This method is considered to be the most appropriate as the inclusion of all costs, being materials, labour and direct overheads, best
reflects the activities required in performing the promise to the customer.
In respect of revenue from transportation services this is recognised over time as the customer is deemed to receive and consume the
benefit as the services are rendered. The Group uses an output method for recognising revenue, based on the direct measurement of
value delivered to the customer, such as performance to date and assessment of outcomes achieved. This method is considered to
be the most appropriate as the progress of delivery best reflects measurement against the identified performance obligation. Where
delivery lead times are short, revenue is recognised at the point of delivery. The Group considers this to produce an outcome that is
materially consistent with recognising revenue over time, and that no significant distortion arises from this approach.
Revenue under IFRS 16
All contracts for leases of equipment entered into by the Group are classified as operating leases. The contracts for equipment rentals
do not transfer substantially all of the risks and rewards incidental to ownership of the underlying asset to the customer.
The Group recognises lease payments received under operating leases as revenue on a straight-line basis over the lease term.
Where customers are billed in advance, deferred rental income is recognised, which represents the portion of billed revenue to be
deferred to future periods. Where customers are billed in arrears for equipment rentals, accrued rental income is recognised, which
represents unbilled revenues recognised in the period.
Performance obligations and timing of revenue recognition
Revenue derived from selling goods is recognised at a point in time when control of the goods has transferred to the customer.
This is generally when the goods are delivered to the customer. However, for export sales, control might also be transferred when
delivered either to the port of departure or port of arrival, depending on the specific terms of the contract with a customer. There is
limited judgement needed in identifying the point control passes: once physical delivery of the products to the agreed location has
occurred, the Group no longer has physical possession, usually will have a present right to payment and the customer obtains control
of the goods being transferred.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
101
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
2. Summary of material accounting policies continued
2.9 Operating segments
The Group operates in the following four geographic regions, which have been determined as the Group’s reportable segments.
The operations of each geographic region are similar.
• Europe
• Americas
• Asia Pacific
• Middle East
The Chief Operating Decision Maker (“CODM”) is determined as the Group’s Board of Directors. The Group’s Board of Directors reviews
the internal management reports of each geographic region monthly as part of the monthly management reporting. The operations
within each of the above regional segments display similar economic characteristics. There are no reportable segments which have
been aggregated for the purpose of the disclosure of segment information.
2.10 Taxation
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the
temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no
longer probable that the related tax benefit will be realised; such reductions are reversed when the probability of future taxable profits
improves. Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has become
probable that future taxable profits will be available against which they can be used.
Current tax assets and current tax liabilities are offset only when:
• the Group has a legally enforceable right to set off current tax assets against current tax liabilities; and
• the Group intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.
Deferred tax assets and liabilities are offset only if:
• the Group has a legally enforceable right to set off deferred tax liabilities and assets; and
• the deferred tax liabilities and assets relate to income taxes levied by the same tax authority.
2.11 Leases
At the inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the
contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
As a lessee
At commencement or on modification of a contract that contains a lease component, along with one or more other lease or non-lease
components, the Group accounts for each lease component separately from the non-lease components. The Group allocates the
consideration in the contract to each lease component on the basis of its relative stand-alone price and the aggregate stand-alone
price of the non-lease components.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially
measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the
commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset
or to restore the underlying asset or the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the
lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the
right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over
the useful life of the underlying asset, which is determined on the same basis as those of property, plant and equipment. In addition,
the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date,
discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental
borrowing rate.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future
lease payments arising from a change in an index or rate, there is a change in the Group’s estimate of the amount expected to be
payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or
termination option or if there is a revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset,
to the extent that the right-of-use asset is reduced to nil, with any further adjustment required from the remeasurement being recorded
in the income statement.
The Group presents right-of-use assets and lease liabilities as separate line items on the balance sheet.
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102
2. Summary of material accounting policies continued
2.11 Leases continued
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for lease of low-value assets and short-term leases.
The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.
As a lessor
Refer to the revenue accounting policy note for the Group’s accounting policy under IFRS 16, as a lessor.
2.12 Financial instruments
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Financial assets and liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial
assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price
excluding transaction costs).
Financial assets and liabilities are only offset in the balance sheet when, and only when, there exists a legally enforceable right to
set off the recognised amounts and the Group intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil)
less impairment.
The Group’s business model for managing financial assets refers to how it manages its financial assets in order to generate cash flows.
The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both.
Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in
order to collect contractual cash flows.
All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly
attributable transaction costs.
Non-derivative financial liabilities, including loans and borrowings, and trade and other payables, are stated at amortised cost using
the effective interest method.
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost
Financial liabilities designated upon initial recognition at fair value through profit or loss are designated at the initial date of recognition,
and only if the criteria in IFRS 9 are satisfied. The Group has not designated any financial liability as at fair value through profit or loss.
Financial liabilities at amortised cost (loans and borrowings, trade payables, other payables, accruals and lease liabilities) is the
category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are subsequently measured at
amortised cost using the Effective Interest Rate (“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are
derecognised as well as through the EIR amortisation process.
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
This category generally applies to interest-bearing loans and borrowings.
Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or
are settled, (b) the Group transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c)
the Group, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to
another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
103
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
2. Summary of material accounting policies continued
2.12 Financial instruments continued
Fair value measurement
The best evidence of fair value is a quoted price for an identical asset in an active market. When quoted prices are unavailable,
the price of a recent transaction for an identical asset provides evidence of fair value as long as there has not been a significant
change in economic circumstances or a significant lapse of time since the transaction took place. If the market is not active and
recent transactions of an identical asset on their own are not a good estimate of fair value, the fair value is estimated by using a
valuation technique.
Impairment of financial assets
The Group recognises loss allowances for expected credit losses (ECLs) on financial assets measured at amortised cost.
Loss allowances for trade receivables, accrued income and contract assets are measured at an amount equal to the lifetime ECL.
Trade receivables do not contain a significant financing component and typically have a short duration of less than 12 months. The
Group prepares a provision matrix when measuring its ECLs. Trade receivables, accrued income and contract assets are segmented
on the basis of historic credit loss experience, based on geographic region. Historical loss experience is applied to trade receivables
and accrued income, after being adjusted for:
• information about current economic conditions; and
• reasonable and supportable forecasts of future economic conditions.
Write-offs
The gross carrying amount of a financial asset is written-off (either partially or in full) to the extent that there is no realistic prospect
of recovery.
2.13 Borrowing costs
Borrowing costs are capitalised and amortised over the term of the related debt. The amortisation of borrowing costs is recognised
as finance costs in the consolidated income statement.
2.14 Share-based payments
The Group has equity-settled compensation plans. Equity-settled share-based payments are measured at fair value at the date of grant.
The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on
the Group’s estimate of awards that will eventually vest. Fair value is measured by the use of the Black-Scholes and Monte Carlo option
pricing models.
The cost is recognised in staff costs (Note 6), together with a corresponding increase in equity (retained earnings), over the period
in which the service and the performance conditions are fulfilled (the vesting period). The cumulative expense recognised for equity-
settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the
Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit in the statement of profit
or loss for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that
will ultimately vest. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed
immediately through profit or loss.
Employer’s National Insurance contributions are treated as cash settled and included in accruals.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.
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104
2. Summary of material accounting policies continued
2.15 Critical estimates and judgements
In the application of the Group’s accounting policies the Directors are required to make judgements that have a significant impact on
the amounts recognised and to make 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 experience 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 the revision and future periods if the
revision affects both current and future periods.
The Directors have not identified any critical judgements that have a significant effect on the amounts recognised in the consolidated
financial statements, apart from those involving estimations (which are explained separately below).
2.16 Key sources of estimation uncertainty
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that 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.
Provision for bad debts
The Group applies IFRS 9 to measure the lifetime expected credit loss of trade receivables. The lifetime expected credit loss is
based upon historic loss experience, which is then adjusted for information about current economic conditions and reasonable and
supportable forecasts of future economic conditions. The Group applies judgement to the adjustments to the expected credit loss
for information about current economic conditions and reasonable and supportable forecasts of future economic conditions, and it
considers all relevant factors that impact future payment by customers. The expected credit loss on trade receivables at the reporting
date is estimated on the basis of these underlying assumptions. The key assumption is the expected credit loss rate and if this was
increased/decreased by 1% across all ageing categories, the provision for bad debts would increase/decrease by £434,000. Refer to
Note 25(a) for the carrying value of trade receivables to which the expected credit loss model is applied.
Inventory provision
The Group provides against the carrying value of inventories where it is anticipated that net realisable value (“NRV”) will be below
costs. The inventory provision is calculated based on the age of the inventory and the obsolescence of the inventory. The key estimate
within the inventory provision relates to the percentage applied to the ageing categories of stock lines, which is derived from historic
experience. The gross carrying value of inventory categorised as aged is £14,269,000, against which a provision of £2,686,000 has
been recognised. A 10% increase/decrease of the provision percentage applied to all ageing categories would change the provision
by £1,427,000. Inventory, including the value of the provision, has been detailed in Note 13.
2.17 Adjusting items
Adjusting items are significant items of income or expense included in revenue, profit from operations, net finance costs and/or taxation
which individually or, if of a similar type, in aggregate, are considered either non-trading or one-off in nature and which, by treating as
an adjusting item, are relevant to an understanding of the Group’s underlying financial performance because of their size, nature or
incidence. In identifying and quantifying adjusting items, the Group consistently applies a policy that defines criteria that are required
to be met for an item to be classified as an adjusting item. These items are separately disclosed in the segmental analysis or in the
notes to the accounts as appropriate.
The Group believes that these items are useful to users of the consolidated financial statements in helping to understand the underlying
business performance and are used to derive the Group’s principal Alternative Performance Measure of Adjusted EBITDA, Adjusted
EBITA, Adjusted profit before tax, Adjusted profit after tax, Adjusted basic earnings per share and Adjusted diluted earnings per share
which are stated before the impact of adjusting items and which are reconciled to statutory measures in the Appendix to the
annual report.
2.18 Change of accounting policy
Management decided to change the presentation of expenses in the consolidated income statement from by function to by nature. This
change has been applied retrospectively, and the comparative period consolidated income statements has been restated. This change in
presentation has been made to enhance the reader’s understanding of the operations and performance of the Group through providing
more relevant information on the face of the consolidated income statement that will allow the user to analyse cost movements year on
year and the key drivers that affect the Group’s profit or loss each year. There is no change in the comparative amount for revenue or
operating profit as disclosed in the 2024 annual report and consolidated financial statements due to the change in accounting policy.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
105
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
3. Segmental analysis
The CODM reviews revenue, gross profit and operating profit to evaluate segment performance and allocate resources to the overall
business. The Group is organised and managed based on its segments, namely Europe, Americas, Asia Pacific and Middle East. These
regions are the reportable and operating segments for the Group as they form the focus of the Group’s internal reporting systems and
are the basis used by the CODM for assessing performance and allocating resources.
For the year ended 31 December 2025
| Europe | ||||||
| £000 | ||||||
| Americas | ||||||
| £000 | ||||||
| Asia | ||||||
| Pacific | ||||||
| £000 | ||||||
| Middle | ||||||
| East | ||||||
| £000 | ||||||
| Central | ||||||
| £000 | ||||||
| Total | ||||||
| £000 | ||||||
| Total revenue | 135,927 | 29,258 | 20,240 | 17,770 | – | 203,195 |
| External costs directly relating to revenue | (31,892) | (10,520) | (5,966) | (3,685) | – | (52,063) |
| Staff costs | (33,029) | (7,349) | (3,547) | (2,571) | (7,647) | (54,143) |
| Other operating costs* | (9,057) | (2,917) | 197 | (1,072) | (4,954) | (17,803) |
| Other operating income | 1,505 | 75 | 269 | 178 | – | 2,027 |
| Operating profit before depreciation, amortisation | ||||||
| and foreign exchange gain/(loss) | 63,454 | 8,547 | 11,193 | 10,620 | (12,601) | 81,213 |
| Foreign exchange gain/(loss) | 1,533 | (657) | (500) | (827) | 44 | (407) |
| Depreciation | (16,801) | (2,890) | (2,269) | (1,186) | (146) | (23,292) |
| Amortisation | (5,527) | (219) | (147) | (66) | – | (5,959) |
| Operating profit | 42,659 | 4,781 | 8,277 | 8,541 | (12,703) | 51,555 |
| Finance income | 164 | |||||
| Finance costs | (10,486) | |||||
| Profit before taxation | 41,233 | |||||
| Taxation charge | (9,019) | |||||
| Profit for the financial year | 32,214 | |||||
| Total assets | 243,400 | 31,134 | 17,763 | 15,918 | 15,058 | 323,273 |
| Total liabilities | 29,272 | 6,224 | 2,560 | 2,422 | 125,707 | 166,185 |
For the year ended 31 December 2024
| Europe | ||||||
| £000 | ||||||
| Americas | ||||||
| £000 | ||||||
| Asia | ||||||
| Pacific | ||||||
| £000 | ||||||
| Middle | ||||||
| East | ||||||
| £000 | ||||||
| Central | ||||||
| £000 | ||||||
| Total | ||||||
| £000 | ||||||
| Total revenue | 114,295 | 25,765 | 15,628 | 12,356 | – | 168,044 |
| External costs directly relating to revenue | (22,775) | (8,662) | (3,773) | (3,414) | – | (38,624) |
| Staff costs | (30,454) | (5,990) | (2,473) | (2,040) | (7,470) | (48,427) |
| Other operating costs* | (8,610) | (2,658) | (1,401) | (792) | (3,574) | (17,035) |
| Other operating income | 1,089 | 403 | 324 | 256 | – | 2,072 |
| Operating profit before depreciation, amortisation | ||||||
| and foreign exchange gain/(loss) | 53,545 | 8,858 | 8,305 | 6,366 | (11,044) | 66,030 |
| Foreign exchange gain/(loss) | (432) | 45 | 38 | 66 | 12 | (271) |
| Depreciation | (14,108) | (2,384) | (1,419) | (1,074) | (140) | (19,125) |
| Amortisation | (3,805) | (18) | (12) | (6) | – | (3,841) |
| Operating profit | 35,200 | 6,501 | 6,912 | 5,352 | (11,172) | 42,793 |
| Finance income | 193 | |||||
| Finance costs | (6,923) | |||||
| Profit before taxation | 36,063 | |||||
| Taxation charge | (7,285) | |||||
| Profit for the financial year | 28,778 | |||||
| Total assets | 245,525 | 24,799 | 16,452 | 13,154 | 13,673 | 313,603 |
| Total liabilities | 28,673 | 5,143 | 3,942 | 1,919 | 146,598 | 186,275 |
* Excluding foreign exchange gain/(loss) and including (impairment loss)/reversal of impairment loss on trade receivables.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
106
3. Segmental analysis continued
Central costs represent expenses which are not directly attributable to any single operating segment. The costs have not been allocated
to individual operating segments, as this activity is managed centrally.
Revenues for each geographic segment are determined based on the facility from which the equipment and services are provided.
No single customer or group of customers under common control account for 10% or more of Group revenue.
The carrying value of non-current assets, other than deferred tax assets, split by the geographical segment in which the assets are held
is as follows:
| As at | ||
| 31 December | ||
| 2025 | ||
| £000 | ||
| As at | ||
| 31 December | ||
| 2024 | ||
| £000 | ||
| Europe | 201,440 | 204,805 |
| Americas | 20,861 | 14,709 |
| Asia Pacific | 13,953 | 10,589 |
| Middle East | 8,887 | 6,986 |
4. Revenue
(a) Revenue streams
The Group generates revenue from the provision of equipment, sale of equipment and provision of related services. The revenue is
attributable to the continuing activities of the provision of equipment, selling equipment or providing a service. All revenue from the
provision of equipment is expected to be settled within 12 months.
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Provision of equipment (Note 20) | 152,170 | 131,169 |
| Equipment sales and other services | 51,025 | 36,875 |
| Total revenue | 203,195 | 168,044 |
(b) Disaggregation of revenue from contracts with customers
Revenue from contracts with customers from sale of equipment and provision of related services is disaggregated by primary
geographical market, major products and services and timing of revenue recognition.
| Primary geographical markets | ||
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Europe | 37,085 | 27,696 |
| Americas | 7,417 | 5,335 |
| Asia Pacific | 3,695 | 1,627 |
| Middle East | 2,828 | 2,217 |
| Equipment sales and other services | 51,025 | 36,875 |
Major products and services and timing of revenue recognition of non-rental revenue:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Sale of equipment, transferred at a point in time | 23,166 | 17,114 |
| Provision of related services, transferred over time | 27,859 | 19,761 |
| Equipment sales and other services | 51,025 | 36,875 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
107
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
5. Operating profit
This is stated after charging/(crediting):
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| External costs directly relating to revenue | ||
| Rental support costs | 24,910 | 18,635 |
| Cost of sale from selling of new equipment | 16,303 | 11,011 |
| Freight and mobilisation costs | 9,070 | 8,131 |
| Other external costs* | 1,780 | 847 |
| 52,063 | 38,624 | |
| Cost of inventories recognised in cost of sales | 10,311 | 8,512 |
| Facilities costs | 1,429 | 798 |
| Depreciation on property, plant and equipment (Note 11) | 21,252 | 17,850 |
| Depreciation on right-of-use assets (Note 20) | 2,040 | 1,275 |
| Amortisation of intangible assets (Note 12) | 5,959 | 3,841 |
| Staff costs including share-based payments (Note 6) | 50,861 | 44,326 |
| Transaction costs | 1,554 | 2,610 |
| Foreign exchange losses | 407 | 271 |
| Lease rentals | 714 | 475 |
| (Reversal of impairment loss)/impairment loss on trade receivables | (2,727) | 927 |
| (Reversal of impairment loss)/impairment loss on inventories | (281) | 542 |
| Other operating income | ||
| Gain on sale of property, plant and equipment** | 2,027 | 2,072 |
| Fees payable to the auditor for the audit of the financial statements: | ||
| Total audit fees | 370 | 496 |
| Fees payable to the auditor and its associates for other services to the Group | ||
| Review of interim financial statements | 5 | 5 |
| Reporting accountant on move from AIM to main London Stock Exchange | 245 | – |
| Total non-audit fees | 250 | 5 |
* Other external costs include costs associated with managing customer owned assets and sales commission paid to independent agents.
** The gain on sale of property, plant and equipment arises from compensation from third parties for items of property, plant and equipment that were lost, given up or damaged beyond
repair by customers in both 2025 and 2024. The gross compensation proceeds are disclosed in the consolidated cash flow statement.
6. Sta costs
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Wages and salaries | 42,860 | 37,79 4 |
| Social security costs | 4,636 | 4,118 |
| Other pension costs (Note 23) | 2,219 | 1,340 |
| Share based payment expense | 1,146 | 1,074 |
| 50,861 | 44,326 |
The table above excludes £3,282,000 (2024: £4,101,000) of other staff costs during the period. Other staff costs include contractor
costs and medical insurance costs.
The average number of employees during the year was as follows:
| No. | No. | |
| Operations | 413 | 355 |
| Sales and administrative | 236 | 205 |
| 649 | 560 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
108
6. Sta costs continued
Directors’ remuneration:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Compensation to key management personnel | ||
| Short-term employee benefits | 1,332 | 1,574 |
| Social security costs | 215 | 667 |
| Contributions of money purchase pension schemes | 65 | 62 |
| Share-based payment expense | 715 | 820 |
| 2,327 | 3,123 |
The total value of assets received under LTIP during 2025 was £687,000 (2024: £1,236,000).
| 2025 | ||
| Number | ||
| 2024 | ||
| Number | ||
| Number of directors who: | ||
| Are members of a money purchase pension scheme | 2 | 2 |
Full details of the Directors’ remuneration and interests are set out in the Directors’ Remuneration Report on pages 65 to 79.
Highest paid director:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Compensation to key management personnel | ||
| Short-term employee benefits | 556 | 772 |
| Social security costs | 111 | 402 |
| Contributions of money purchase pension schemes | 38 | 37 |
| Share based payment expense | 456 | 523 |
| 1,161 | 1,734 |
The value of assets received under LTIP during 2025 was £449,000 (2024: £769,000).
7. Finance income and costs
| Finance income | ||
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Bank interest receivable | 164 | 193 |
| Finance costs | ||
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Interest on bank loans (held at amortised cost) | 9,411 | 6,275 |
| Amortisation of deferred finance costs | 765 | 445 |
| Interest expense on lease liability (Note 20) | 309 | 131 |
| Other interest and charges | 1 | 72 |
| 10,486 | 6,923 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
109
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
8. Tax
(a) Tax on profit on ordinary activities
The tax charge is made up as follows:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Current tax: | ||
| Current tax on profit for the year | 9,483 | 8,399 |
| Adjustment in respect of previous periods | (36) | (903) |
| Foreign withholding tax suffered | 282 | 371 |
| Exchange rate differences | (7) | (12) |
| Total current income tax | 9,722 | 7,855 |
| Deferred tax: | ||
| Origination and reversal of temporary differences | (276) | (831) |
| Origination and reversal of temporary differences – prior periods | (398) | 244 |
| Effect of changes in tax rates | 9 | 7 |
| Exchange rate differences | (38) | 10 |
| Total deferred tax | (703) | (570) |
| Tax charge in the profit and loss account (Note 8(b)) | 9,019 | 7,285 |
(b) Factors aecting the current tax charge for the year
The tax assessed for the year differs from the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are
explained below:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Profit on ordinary activities before taxation | 41,233 | 36,063 |
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 10,308 | 9,016 |
| Effects of: | ||
| Expenses not deductible for tax purposes | 472 | 586 |
| Income not taxable | – | (29) |
| Chargeable gains | 72 | 44 |
| Effects of overseas tax rates and exchange rate differences | (1,818) | (1,540) |
| Adjustments in respect of previous periods | (409) | (659) |
| Tax rate changes | – | 7 |
| Share options | 117 | 49 |
| Movement in deferred tax not recognised | (69) | (657) |
| Withholding taxes/State taxes | 426 | 468 |
| Other | (80) | – |
| Tax charge | 9,019 | 7,285 |
(c) Income tax recoverable/(payable)
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Income tax recoverable | 1,592 | 2,333 |
| Income tax payable | (3,906) | (1,273) |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
110
8. Tax continued
(d) Unrecognised tax losses
The Group has tax losses which arose in the US of £1,959,000 that are available indefinitely for offset against future taxable profits
of the Group companies in which the losses arose. In 2024 the Group had tax losses which arose in the UK of £2,696,000 that were
available indefinitely for offset against future taxable profits of the Group companies in which the losses arose.
Deferred tax assets have not been recognised in respect of these losses as they may not be used to offset taxable profits elsewhere
in the Group and they have arisen in subsidiaries that are loss making.
(e) Deferred tax
Deferred tax included in the Group balance sheet is as follows:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Fixed asset timing differences | (4,439) | (4,431) |
| Short-term timing differences | 1,282 | 2,061 |
| Tax losses | 610 | 780 |
| Intangible asset timing differences | (7,115) | (8,494) |
| Deferred tax liability | (9,662) | (10,084) |
| The recoverability of the deferred tax asset is as follows: | ||
| Current | – | – |
| Non-current | 116 | 272 |
| 116 | 272 | |
| The recoverability of the deferred tax liability is as follows: | ||
| Current | – | – |
| Non-current | (9,778) | (10,356) |
| (9,778) | (10,356) | |
| Deferred tax is recognised on the balance sheet as follows: | ||
| Non-current asset | 116 | 272 |
| Non-current liability | (9,778) | (10,356) |
Deferred tax included in the balance sheet and income statement for each type of temporary difference as at 31 December 2025, split
by category:
| Opening | ||||||||
| £000 | ||||||||
| Prior | ||||||||
| year | ||||||||
| adjustment | ||||||||
| £000 | ||||||||
| Revised | ||||||||
| opening | ||||||||
| £000 | ||||||||
| Income | ||||||||
| statement | ||||||||
| £000 | ||||||||
| Credited | ||||||||
| to equity | ||||||||
| £000 | ||||||||
| Current | ||||||||
| year | ||||||||
| acquisition | ||||||||
| £000 | ||||||||
| Foreign | ||||||||
| exchange | ||||||||
| £000 | ||||||||
| Closing | ||||||||
| £000 | ||||||||
| Fixed asset timing differences | (4,431) | 1,228 | (3,203) | (1,335) | – | – | 99 | (4,439) |
| Short-term timing differences | 2,061 | (893) | 1,168 | 412 | (282) | – | (16) | 1,282 |
| Tax losses | 780 | 63 | 843 | (183) | – | – | (50) | 610 |
| Intangible asset timing differences | (8,494) | – | (8,494) | 1,374 | – | – | 5 | (7,115) |
| Total | (10,084) | 398 | (9,686) | 268 | (282) | – | 38 | (9,662) |
Deferred tax included in the balance sheet and income statement for each type of temporary difference as at 31 December 2024, split
by category:
| Opening | ||||||||
| £000 | ||||||||
| Prior | ||||||||
| year | ||||||||
| adjustment | ||||||||
| £000 | ||||||||
| Revised | ||||||||
| opening | ||||||||
| £000 | ||||||||
| Income | ||||||||
| statement | ||||||||
| £000 | ||||||||
| Credited | ||||||||
| to equity | ||||||||
| £000 | ||||||||
| Current | ||||||||
| year | ||||||||
| acquisition | ||||||||
| £000 | ||||||||
| Foreign | ||||||||
| exchange | ||||||||
| £000 | ||||||||
| Closing | ||||||||
| £000 | ||||||||
| Fixed asset timing differences | (6,464) | (212) | (6,676) | (148) | – | 2,408 | (15) | (4,431) |
| Short-term timing differences | 1,321 | (32) | 1,289 | (126) | (396) | 1,296 | (2) | 2,061 |
| Tax losses | 546 | – | 546 | 230 | – | – | 4 | 780 |
| Intangible asset timing differences | (4,369) | – | (4,369) | 867 | – | (4,991) | (1) | (8,494) |
| Total | (8,966) | (244) | (9,210) | 823 | (396) | (1,287) | (14) | (10,084) |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
111
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
9. Earnings per share
Basic earnings per share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number
of Ordinary Shares in issue during the year.
Diluted earnings per share
For diluted earnings per share, the weighted average number of Ordinary Shares in issue is adjusted to assume conversion of all dilutive
potential Ordinary Shares. The Group has dilutive potential ordinary shares arising from share options granted to employees under the
share schemes as detailed in Note 23 of these financial statements.
Adjusted earnings per share
Earnings attributable to ordinary shareholders of the Group for the year, adjusted to remove the impact of adjusting items and the tax
impact of these, divided by the weighted average number of Ordinary Shares outstanding during the period.
| Adjusted | ||||
| 2025 | ||||
| Statutory | ||||
| 2025 | ||||
| Adjusted | ||||
| 2024 | ||||
| Statutory | ||||
| 2024 | ||||
| Earnings attributable to equity shareholders of the Group: | ||||
| Profit for the year (£000) | 39,777* | 32,214 | 36,109* | 28,778 |
| Number of shares: | ||||
| Weighted average number of Ordinary Shares at year end | 80,552,771 | 80,552,771 | 80,206,862 | 80,206,862 |
| Add dilutive effect of share based payment plans | 777,771 | 777,771 | 1,038,979 | 1,038,979 |
| Weighted average number of Ordinary Shares for calculating diluted | ||||
| earnings per share at year end | 81,330,542 | 81,330,542 | 81,245,841 | 81,245,841 |
| Earnings per share attributable to equity holders of the Group – | ||||
| continuing operations: | ||||
| Basic earnings per share (pence) | 49.4 | 40.0 | 45.0 | 35.9 |
| Diluted earnings per share (pence) | 48.9 | 39.6 | 44.4 | 35.4 |
* Refer to the Appendix for the reconciliation of Alternative Performance Measures.
10. Dividends
The Board is pleased to propose a final dividend of 1.3p per share, which, if approved at the Annual General Meeting to be held on
21 May 2026, will be paid on 28 May 2026 with a record date of 1 May 2026. The shares will become ex-dividend on 30 April 2026.
No interim dividend was paid in 2025.
A final dividend for 2024 of 1.2p per share was paid on 29 May 2025 totalling £965,000. The 2024 final dividend was approved at the
Annual General Meeting on 22 May 2025, with a record date of 2 May 2025. The shares became ex-dividend on 1 May 2025. No interim
dividend was paid in 2024.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
112
11. Property, plant and equipment
| Assets held | |||||||
| for rental | |||||||
| £000 | |||||||
| Assets under | |||||||
| construction | |||||||
| £000 | |||||||
| Leasehold | |||||||
| improvements | |||||||
| £000 | |||||||
| Freehold | |||||||
| property | |||||||
| £000 | |||||||
| Fixtures | |||||||
| and fittings | |||||||
| £000 | |||||||
| Motor | |||||||
| vehicles | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Cost: | |||||||
| At 1 January 2024 | 160,662 | 506 | 2,180 | 3,144 | 5,467 | 376 | 172,335 |
| Acquisitions | 7,327 | – | 34 | – | 49 | – | 7,410 |
| Fair value adjustment on acquisitions | 364 | – | (15) | – | 62 | – | 411 |
| Additions | 24,966 | 3,463 | 350 | 249 | 832 | – | 29,860 |
| Transfer | 1,063 | (1,063) | – | – | – | – | – |
| Disposals | (5,893) | – | (541) | – | (517) | (95) | (7,046) |
| Reclass to assets classified for sale | (377) | – | – | – | – | – | (377) |
| Foreign exchange movements | 28 | – | (9) | 115 | (22) | (6) | 106 |
| At 31 December 2024 | 188,140 | 2,906 | 1,999 | 3,508 | 5,871 | 275 | 202,699 |
| Accumulated depreciation: | |||||||
| At 1 January 2024 | (97,656) | – | (1,831) | (101) | (3,773) | (267) | (103,628) |
| Charge for the year | (16,911) | – | (133) | (65) | (702) | (39) | (17,850) |
| Disposals | 5,077 | – | 540 | – | 498 | 95 | 6,210 |
| Foreign exchange movements | (53) | – | (18) | 39 | (67) | (7) | (106) |
| At 31 December 2024 | (109,543) | – | (1,442) | (127) | (4,044) | (218) | (115,374) |
| Net book value: | |||||||
| At 31 December 2024 | 78,597 | 2,906 | 557 | 3,381 | 1,827 | 57 | 87,325 |
| Assets held | |||||||
| for rental | |||||||
| £000 | |||||||
| Assets under | |||||||
| construction | |||||||
| £000 | |||||||
| Leasehold | |||||||
| improvements | |||||||
| £000 | |||||||
| Freehold | |||||||
| property | |||||||
| £000 | |||||||
| Fixtures | |||||||
| and fittings | |||||||
| £000 | |||||||
| Motor | |||||||
| vehicles | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Cost: | |||||||
| At 1 January 2025 | 188,140 | 2,906 | 1,999 | 3,508 | 5,871 | 275 | 202,699 |
| Additions | 33,756 | 2,557 | 284 | – | 601 | – | 37,198 |
| Transfer | 3,568 | (3,568) | – | – | – | – | – |
| Disposals | (28,741) | – | (361) | – | (2,057) | – | (31,159) |
| Foreign exchange movements | (2,700) | – | (15) | – | (82) | (8) | (2,805) |
| At 31 December 2025 | 194,023 | 1,895 | 1,907 | 3,508 | 4,333 | 267 | 205,933 |
| Accumulated depreciation: | |||||||
| At 1 January 2025 | (109,543) | – | (1,442) | (127) | (4,044) | (218) | (115,374) |
| Charge for the year | (20,340) | – | (216) | (56) | (600) | (40) | (21,252) |
| Disposals | 26,784 | – | 361 | – | 2,057 | – | 29,202 |
| Foreign exchange movements | 1,779 | – | 9 | – | 60 | 14 | 1,862 |
| At 31 December 2025 | (101,320) | – | (1,288) | (183) | (2,527) | (244) | (105,562) |
| Net book value: | |||||||
| At 31 December 2025 | 92,703 | 1,895 | 619 | 3,325 | 1,806 | 23 | 100,371 |
The construction of rental assets with a total cost of £3,568,000 were completed in 2025 and transferred from Assets under
construction to Assets held for rental. The assets transferred relate to winches and other lifting equipment.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
113
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
12. Goodwill and intangible assets
| Goodwill | |||||||
| £000 | |||||||
| Customer | |||||||
| relationships | |||||||
| £000 | |||||||
| Trade | |||||||
| name | |||||||
| £000 | |||||||
| Non-compete | |||||||
| arrangements | |||||||
| £000 | |||||||
| Documented | |||||||
| processes | |||||||
| £000 | |||||||
| Computer | |||||||
| software | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Cost: | |||||||
| At 1 January 2024 | 77,739 | 17,366 | 544 | 4,616 | 1,377 | 2,647 | 104,289 |
| Acquisitions | 34,426 | 21,086 | – | – | – | – | 55,512 |
| Disposals | – | – | – | – | – | (2,634) | (2,634) |
| Foreign exchange movements | 18 | – | – | – | – | (5) | 13 |
| At 31 December 2024 | 112,183 | 38,452 | 544 | 4,616 | 1,377 | 8 | 157,180 |
| Amortisation: | |||||||
| At 1 January 2024 | – | (5,784) | (23) | (376) | (11) | (2,647) | (8,841) |
| Charge for the year | – | (2,514) | (272) | (918) | (137) | – | (3,841) |
| Disposals | – | – | – | – | – | 2,634 | 2,634 |
| Foreign exchange movements | – | – | – | – | – | 5 | 5 |
| At 31 December 2024 | – | (8,298) | (295) | (1,294) | (148) | (8) | (10,043) |
| Net book value: | |||||||
| At 31 December 2024 | 112,183 | 30,154 | 249 | 3,322 | 1,229 | – | 147,137 |
| Goodwill | |||||||
| £000 | |||||||
| Customer | |||||||
| relationships | |||||||
| £000 | |||||||
| Trade | |||||||
| name | |||||||
| £000 | |||||||
| Non-compete | |||||||
| arrangements | |||||||
| £000 | |||||||
| Documented | |||||||
| processes | |||||||
| £000 | |||||||
| Computer | |||||||
| software | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Cost: | |||||||
| At 1 January 2025 | 112,183 | 38,452 | 544 | 4,616 | 1,377 | 8 | 157,180 |
| Adjustment (Note 28) | (194) | – | – | – | – | – | (194) |
| Foreign exchange movements | (332) | – | – | – | – | (1) | (333) |
| At 31 December 2025 | 111,657 | 38,452 | 544 | 4,616 | 1,377 | 7 | 156,653 |
| Amortisation: | |||||||
| At 1 January 2025 | – | (8,298) | (295) | (1,294) | (148) | (8) | (10,043) |
| Charge for the year | – | (4,661) | (249) | (911) | (138) | – | (5,959) |
| Foreign exchange movements | – | – | – | – | – | 1 | 1 |
| At 31 December 2025 | – | (12,959) | (544) | (2,205) | (286) | (7) | (16,001) |
| Net book value: | |||||||
| At 31 December 2025 | 111,657 | 25,493 | – | 2,411 | 1,091 | – | 140,652 |
Goodwill has arisen on the acquisition of the following subsidiaries: Amazon Group Limited (the parent company of the existing
Ashtead Technology Group at the time of acquisition, in April 2016), TES Survey Equipment Services LLC, Welaptega Marine Limited,
Aqua-Tech Solutions LLC and its subsidiary Alpha Subsea LLC, Underwater Cutting Solutions Limited, WeSubsea AS and its subsidiary
WeSubsea UK Limited, Hiretech Limited, Rathmay Limited and its subsidiaries Alfred Cheyne Engineering Limited, ACE Winches Inc,
ACE Winches DMCC and ACE Winches Norge AS and Seascan Limited and J2 Subsea Limited and their subsidiaries Geoscan Group
Limited, Seatronics Inc, Seatronics PTE Limited and Seatronics Limited, as well as the acquisition of the trade and assets of Forum
Subsea Rentals, a division of Forum Energy Technologies (UK) Limited, Forum Energy Asia Pacific PTE Ltd and Forum US, Inc.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
114
12. Goodwill and intangible assets continued
Impairment testing for CGUs containing goodwill
For the purpose of impairment testing, goodwill has been allocated to the Group’s CGUs as follows. The groups of CGUs to which
goodwill has been allocated are consistent with the Group’s operating segments.
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Europe | 93,387 | 93,581 |
| Americas | 9,022 | 9,352 |
| Asia Pacific | 6,568 | 6,570 |
| Middle East | 2,680 | 2,680 |
An impairment test has been performed in respect of each of the groups of CGUs to which goodwill has been allocated on each
reporting date.
For each of the operating segments to which goodwill has been allocated, the recoverable amount has been determined on the basis
of a value in use calculation. In each case, the value in use was found to be greater than the carrying amount of the group of CGUs
to which the goodwill has been allocated. Accordingly, no impairment to goodwill has been recognised. The value in use has been
determined by discounting future cash flows forecast to be generated by the relevant regional segment.
A summary of the key assumptions on which management has based its cash flow projections at each reporting date is as follows:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Europe: | ||
| Pre-tax discount rate | 12.3% | 12.7% |
| Post-tax discount rate | 11.8% | 12.3% |
| Terminal value growth rate | 2% | 2% |
| Forecast period | 3 years | 2 years |
| Americas: | ||
| Pre-tax discount rate | 11.8% | 12.1% |
| Post-tax discount rate | 11.3% | 11.8% |
| Terminal value growth rate | 2% | 2% |
| Forecast period | 3 years | 2 years |
| Asia Pacific: | ||
| Pre-tax discount rate | 11.6% | 12.0% |
| Post-tax discount rate | 11.3% | 11.8% |
| Terminal value growth rate | 2% | 2% |
| Forecast period | 3 years | 2 years |
| Middle East: | ||
| Pre-tax discount rate | 11.9% | 12.3% |
| Post-tax discount rate | 11.7% | 12.2% |
| Terminal value growth rate | 2% | 2% |
| Forecast period | 3 years | 2 years |
The forecast period was increased from 2 to 3 years to align with the Viability Statement on pages 46 to 47.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
115
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
12. Goodwill and intangible assets continued
Key assumptions used in value in use calculations
In determining the above key assumptions, management has considered past experience together with external sources of information
where available (e.g. industry-wide growth forecasts).
The calculation is most sensitive to the following assumptions:
• Discount rates
• Growth rates used to extrapolate cash flows beyond the forecast period
The discount rate applied to each CGU represents a pre-tax rate that reflects the market assessment of the time value of money as at
31 December 2025. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and
is derived from its weighted average cost of capital (WACC), adjusted for the regional risk premium. The WACC takes into account
both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt
is based on the interest-bearing borrowings the Group is obliged to service. Adjustments to the discount rate are made to factor in the
specific amount and timing of the future tax flows in order to reflect a pre/post-tax discount rate.
Sensitivity analysis shows that a pre-tax/(post-tax) discount rate higher than 21.8% (19.9%) would be required to start to indicate
impairment in Europe, with post-tax discount rates being higher than the following rates would start to indicate impairment in Americas:
39.0% (35.6%), APAC: 82.7% (78.1%) and Middle East: 139.5% (135.7%).
Growth rate estimates are based on published industry research, compiled for the Group on a geographical basis by an independent
research analyst.
Sensitivity analysis shows that a terminal value growth rate lower than -12.7% for Europe and significantly lower than that level for the
other regions would be required to start to indicate impairment in each CGU, as noted in the table below:
| Europe | -12.7% | |
| Americas | -122.6% | |
| 43 | ||
| Asia Pacific | -228.4%x10^ | |
| 42 | ||
| Middle East | -2283.6%x10^ |
Sensitivity analysis has been performed in respect of the key assumptions above with no impairment identified from the sensitivities
performed.
13. Inventories
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Raw materials and consumables | 11,583 | 7,766 |
The raw materials and consumables balance is stated net of a provision of £2,686,000 (2024: £4,127,000).
The cost of inventories recognised as an expense and included in cost of sales during the year is disclosed in Note 5. The impairment
loss/(reversal of impairment loss) recognised during the year is disclosed in Note 5.
14. Trade and other receivables
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Trade receivables (Note 25(a)) | 40,712 | 46,330 |
| Prepayments | 5,358 | 4,933 |
| Contract assets | 1,561 | 356 |
| Accrued income | 3,137 | 1,356 |
| 50,768 | 52,975 |
The Directors consider that the carrying amount of trade receivables, contract assets and accrued income approximates to fair value.
Information about the Group’s exposure to credit and market risks, and impairment losses for trade receivables, contract assets and
accrued income is included in Note 25.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
116
15. Cash and cash equivalents
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Cash at bank | 14,066 | 12,148 |
| Cash in hand | 7 | 20 |
| Cash and cash equivalents | 14,073 | 12,168 |
Cash at bank earns interest at floating rates based on daily bank overnight deposit rates. The Directors consider that the carrying
amount of cash and cash equivalents equates to fair value.
Foreign currency denominated balances within Group cash and cash equivalents amount to:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| US dollar denominated balances | 3,512 | 3,137 |
| Singapore dollar denominated balances | 2,170 | 1,551 |
| Canadian dollar denominated balances | 243 | 66 |
| AED denominated balances | 263 | 240 |
| Norwegian krone denominated balances | 1,862 | 1,795 |
| Euro denominated balances | 999 | 236 |
| 9,049 | 7,025 |
All other balances are denominated in sterling.
16. Assets classified as held for sale
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Current | – | 623 |
| Non-current | – | 377 |
| – | 1,000 |
At 31 December 2024, all assets classified as held for sale related to the Europe CGU. The current assets classified as held for sale
related to inventory and the non-current assets classified as held for sale related to assets held for rental within property, plant and
equipment. The assets classified as held for sale were sold on 31 January 2025.
17. Trade and other payables
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Trade payables | 9,511 | 10,039 |
| Accruals | 19,572 | 23,641 |
| 29,083 | 33,680 |
The Directors consider that the carrying amount of trade payables and accruals equates to fair value. Accruals mainly relate to
operational activities.
The Group’s exposure to currency and liquidity risks is included in Note 25.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
117
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
18. Loans and borrowing
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Current | ||
| Bank loans (held at amortised cost) | – | – |
| Finance lease liability | – | 9 |
| – | 9 | |
| Non-current | ||
| Bank loans (held at amortised cost) | 118,467 | 137,669 |
The bank loans comprise a revolving credit facility of £119,424,000 (2024: £139,391,000) which carried interest at SONIA plus 2.25%.
The lenders are ABN AMRO Bank N.V., Citibank N.A., Clydesdale Bank plc, HSBC Bank plc and the Royal Bank of Scotland plc.
The Facility Agreement is subject to a leverage covenant of 3.0x and an interest cover covenant of 4:1. The total commitments are
£170,000,000 (2024: £170,000,000) for the RCF and an additional £40,000,000 (2024: £40,000,000) accordion facility. As at
31 December 2025 the RCF had an undrawn balance of £50,576,000 (2024: £30,609,000) and the £40,000,000 accordion facility
was undrawn (2024: £40,000,000 undrawn). The accordion facility is subject to credit approval. A non-utilisation fee of 0.7875% is
charged on the non-utilised element of the RCF facility. The revolving credit facility is fully repayable in April 2028.
Certain companies within the Group joined in cross guarantees with respect to bank loans totalling £119,424,000 (2024: £139,391,000)
advanced to Ashtead Technology Limited and Ashtead Technology Offshore Inc. The lenders have a floating charge over the assets of
certain entities within the Group.
Bank loans are repayable as follows:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Within one year | – | – |
| Within one to two years | – | – |
| Within two to three years | 119,424 | – |
| Within three to four years | – | 139,391 |
| Within four to five years | – | – |
| 119,424 | 139,391 | |
| Deferred finance costs | (957) | (1,722) |
| 118,467 | 137,669 |
During the year drawdowns totalling £13,424,000 (2024: £84,300,000) and repayments totalling £33,344,000 (2024: £15,493,000)
were made from/to the RCF.
Finance lease liability is repayable as follows:
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Within one year | – | 9 |
| – | 9 |
The weighted average interest rates on floating rate instruments during the year was as follows:
| 2025 | 2024 | |
| Weighted average interest rates | 6.99% | 7.38% |
The Group’s exposure to interest rate, foreign currency and liquidity risks is included in Note 25.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
118
19. Financing liabilities reconciliation
| 1 January | |||||||
| 2025 | |||||||
| £000 | |||||||
| Cash flows | |||||||
| £000 | |||||||
| Acquisitions | |||||||
| £000 | |||||||
| Interest | |||||||
| paid/ | |||||||
| (received) | |||||||
| £000 | |||||||
| Other | |||||||
| non-cash | |||||||
| changes | |||||||
| £000 | |||||||
| Changes in | |||||||
| exchange | |||||||
| rates | |||||||
| £000 | |||||||
| 31 December | |||||||
| 2025 | |||||||
| £000 | |||||||
| Cash at bank and in hand | 12,168 | 2,801 | – | (164) | 164 | (896) | 14,073 |
| Bank loans | (137,669) | 19,920 | – | 9,410 | (10,176) | 48 | (118,467) |
| Lease liabilities | (2,845) | 2,161 | – | 309 | (3,588) | (552) | (4,515) |
| Finance lease liability | (9) | 9 | – | – | – | – | – |
| Net debt | (128,355) | 24,891 | – | 9,555 | (13,600) | (1,400) | (108,909) |
The non-cash movement relates to interest, the amortisation of deferred finance costs, accrual of finance costs on lease liability and the
addition of new leases during the year.
| 1 January | |||||||
| 2024 | |||||||
| £000 | |||||||
| Cash flows | |||||||
| £000 | |||||||
| Acquisitions | |||||||
| £000 | |||||||
| Interest | |||||||
| paid/ | |||||||
| (received) | |||||||
| £000 | |||||||
| Other | |||||||
| non-cash | |||||||
| changes | |||||||
| £000 | |||||||
| Changes in | |||||||
| exchange | |||||||
| rates | |||||||
| £000 | |||||||
| 31 December | |||||||
| 2024 | |||||||
| £000 | |||||||
| Cash at bank and in hand | 10,824 | (18) | 2,156 | (121) | 121 | (794) | 12,168 |
| Bank loans | (69,665) | (67,649) | – | 6,308 | (6,753) | 90 | (137,669) |
| Lease liabilities | (2,810) | 1,428 | (390) | 131 | (969) | (235) | (2,845) |
| Finance lease liability | (31) | 22 | – | – | – | – | (9) |
| Net debt | (61,682) | (66,217) | 1,766 | 6,318 | (7,601) | (939) | (128,355) |
The non-cash movement relates to interest, the amortisation of deferred finance costs, accrual of finance costs on lease liability and
addition of new leases during the year.
20. Leases
Leases as lessee
The Group leases warehouses, offices and other facilities in different locations (UK, UAE, Singapore, Canada, USA, Norway). The lease
terms range from 2 to 15 years with an option to renew available for some of the leases. The Group has elected not to recognise right-
of-use assets and lease liabilities for leases that are short term and/or of low-value items. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
Further information about leases is presented below:
a) Amounts recognised in the consolidated balance sheet
| Right-of-use assets | |
| Property | |
| leases | |
| £000 | |
| Balance at 1 January 2024 | 2,584 |
| Additions to right-of-use assets | 969 |
| Acquisition of right-of-use assets | 390 |
| Depreciation charge for the year | (1,275) |
| Effects of movements in exchange rates | (41) |
| Balance at 31 December 2024 | 2,627 |
| Additions to right-of-use assets | 3,588 |
| Depreciation charge for the year | (2,040) |
| Effects of movements in exchange rates | (57) |
| Balance at 31 December 2025 | 4,118 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
119
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
20. Leases continued
Leases as lessee continued
a) Amounts recognised in the consolidated balance sheet continued
| Lease liabilities: | ||
| Property | ||
| leases | ||
| 2025 | ||
| £000 | ||
| Property | ||
| leases | ||
| 2024 | ||
| £000 | ||
| Current | 1,717 | 1,129 |
| Non-current | 2,798 | 1,716 |
| Total lease liabilities | 4,515 | 2,845 |
Refer to Note 25(b) for more information on maturity analysis of lease liabilities.
b) Amounts recognised in the income statement
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Depreciation charge | 2,040 | 1,275 |
| Interest expense on lease liability | 309 | 131 |
| Expenses relating to short-term leases | 714 | 475 |
| Total amount recognised in the income statement | 3,063 | 1,881 |
c) Amounts recognised in the cash flow statement
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Total cash payments for leases | 2,470 | 1,558 |
Leases as a lessor
The Group leases out equipment to its customers. The lease period is short term which ranges from weeks to multiple months.
All leases are classified as operating leases from a lessor perspective, because they do not transfer substantially all of the risks and
rewards incidental to the ownership of the equipment.
The Group as a lessor recognises lease payments received from operating leases as income on a straight-line basis. Increases (or
decreases) in rental payments over a period of time, other than variable lease payments, are reflected in the determination of the
lease income, which is recognised on a straight-line basis (refer to Note 4).
Where leased equipment is lost, given up or damaged beyond repair by third-party customers, they are invoiced for compensation
under the rental contract. The gross compensation proceeds are disclosed in the consolidated cash flow statement and the gain on
sale of property, plant and equipment is disclosed in Note 5.
21. Provisions for liabilities
| Warranty | |||
| provision | |||
| £000 | |||
| End of | |||
| service | |||
| benefits | |||
| £000 | |||
| Total | |||
| £000 | |||
| At 1 January 2024 | 195 | 161 | 356 |
| Charge for the year | 7 | 79 | 86 |
| Paid during the year | – | – | – |
| Movement in foreign exchange | – | 1 | 1 |
| At 31 December 2024 | 202 | 241 | 443 |
| Charge/(credit) for the year | (90) | 115 | 25 |
| Paid during the year | – | (14) | (14) |
| Movement in foreign exchange | – | (18) | (18) |
| At 31 December 2025 | 112 | 324 | 436 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
120
21. Provisions for liabilities continued
Warranty provision
The provision relates to warranties provided to customers on certain manufactured products for 12-24 months. The cost of the
warranties is accrued upon recognition of the sale of the product. The costs are estimated based on actual historical expenses
incurred and on estimated future expenses related to current sales. Actual warranty costs are charged against the warranty provision.
End of service benefits
The provision relates to end of service benefits for certain employees. The actual amount payable is dependent on the length of service
of the impacted employees when their employment ceases and their salary at that time. The provision is calculated on the impacted
employees’ length of service and salary at the balance sheet date
22. Capital commitments
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Capital expenditure contracted for but not provided | 14,499 | 3,947 |
Capital expenditure contracted but not provided all relates to operational asset purchases.
23. Employee benefits
Share-based payments – IPO LTIP
The IPO LTIP awards were granted on 5 September 2022 and comprise three equal tranches, with the first tranche vested on the
announcement of the annual results for the year ended 31 December 2022, the second tranche vested on the announcement of the
annual results for the year ended 31 December 2023 and the third tranche vested on the announcement of the annual results for the
year ended 31 December 2024. Certain senior managers from various Group companies are eligible for nil cost share option awards
with Ashtead Technology Holdings plc granting the awards. On exercise, the awards will be equity-settled with Ordinary Shares in
Ashtead Technology Holdings plc. The IPO LTIP share awards vesting is subject to the achievement of a target annual Adjusted EPS
and participants remaining employed by the Group over the vesting period.
The outstanding number of awards at 31 December 2025 is 223,940 (2024: 310,358).
| Share-based payments | Tranche 1 | Tranche 2 | Tranche 3 |
| Valuation model | Black-Scholes | Black-Scholes | Black-Scholes |
| Weighted average share price (pence) | 260.5 | 260.5 | 260.5 |
| Exercise price (pence) | 0 | 0 | 0 |
| Expected dividend yield | 0.76% | 0.81% | 0.85% |
| Expected volatility | 41.93% | 41.93% | 41.93% |
| Risk-free interest rate | 2.79% | 3.14% | 3.04% |
| Expected term (years) | 0.67 | 1.67 | 2.67 |
| Weighted average fair value (pence) | 259.2 | 2 57.0 | 254.7 |
| Attrition | 5% | 5% | 5% |
| Weighted average remaining contractual life (years) | 6.67 | 6.67 | 6.67 |
The expected volatility has been calculated using the Group’s historical market data history since IPO in 2021.
| Share-based payments | ||
| Number | ||
| of shares | ||
| Weighted | ||
| average | ||
| exercise | ||
| price | ||
| (£) | ||
| Outstanding at beginning of the year | 310,358 | − |
| Granted | − | − |
| Exercised | (86,418) | − |
| Forfeited | − | − |
| Outstanding at the end of the year | 223,940 | − |
| Exercisable at the end of the year | 223,940 | − |
The weighted average share price at the date of exercise was £5.011 for the share options exercised during 2025. Share-based payments
expense recognised in the consolidated income statement for 31 December 2025 totals £38,000 (2024: £564,000), inclusive of a credit
to employer’s national insurance contributions of £61,000 (2024: £158,000 charge).
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
121
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
23. Employee benefits continued
Share-based payments – LTIP awards
The first LTIP awards were granted on 4 May 2023, with vesting on the announcement of the annual results for the year ended 31
December 2025. Certain senior managers from various Group companies are eligible for nil cost share option awards with Ashtead
Technology Holdings plc granting the awards and on exercise, the awards will be equity-settled with Ordinary Shares in Ashtead
Technology Holdings plc. The share awards vesting is subject to the achievement of agreed Adjusted EPS, ROIC and Total Shareholder
Return (TSR) targets and participants remaining employed by the Group over the vesting period. On 16 April 2024 new awards were
granted under the LTIP scheme and will vest on the announcement of the annual results for the year ended 31 December 2026. On
25 September 2025 new awards were granted under the LTIP scheme and will vest on the announcement of the annual results for
the year ended 31 December 2027.
The outstanding number of awards at 31 December 2025 is 941,468 (2024: 624,031).
| Share based payments | EPS | ROIC | TSR |
| Valuation model | Black-Scholes | Black-Scholes | Monte Carlo |
| Weighted average share price (pence) | 379.0/687.0/352.0 | 379.0/687.0/352.0 | 379.0/687.0/352.0 |
| Exercise price (pence) | 0 | 0 | 0 |
| Expected dividend yield | 0.0% | 0.0% | 0.0% |
| Expected volatility | 40.17%/39.01%/44.26% | 40.17%/39.01%/44.26% | 40.17%/39.01%/44.26% |
| Risk-free interest rate | 3.71%/4.31%/3.86% | 3.71%/4.31%/3.86% | 3.71%/4.31%/3.86% |
| Expected term (years) | 3.02/3.06/2.50 | 3.02/3.06/2.50 | 3.02/3.06/2.50 |
| Weighted average fair value (pence) | 379.0/687.0 | /352.0 379.0/687.0/352.0 | 298.0/544.0/145.0 |
| Attrition | 5% | 5% | 5% |
| Weighted average remaining contractual life (years) | 7.34/8.29/9.73 | 7.34/8.29/9.73 | 7.34/8.29/9.73 |
The expected volatility has been calculated using the Group’s historical market data history since IPO in 2021.
| Share based payments | ||
| Number | ||
| of shares | ||
| Weighted | ||
| average | ||
| exercise | ||
| price | ||
| (£) | ||
| Outstanding at beginning of the period | 624,031 | − |
| Granted | 332,885 | − |
| Exercised | − | − |
| Forfeited | (15,448) | − |
| Outstanding at the end of the period | 941,468 | − |
| Exercisable at the end of the period | − | − |
Share-based payments expense recognised in the consolidated income statement during the period was £1,061,000 (2024: £760,000),
inclusive of employer’s national insurance contributions of £14,000 (2024: £92,000).
Defined contribution scheme
The Group operates defined contribution retirement benefit schemes for all qualifying employees. The total expense charged to the
income statement in the year ended 31 December 2025 was £2,219,000 (2024: £1,340,000). There was a balance outstanding of
£223,000 in relation to pension liabilities at 31 December 2025 (2024: £267,000).
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
122
24. Share capital and reserves
The Group considers its capital to comprise its invested capital, called up share capital, merger reserve, retained earnings and
foreign exchange translation reserve. Quantitative detail is shown in the consolidated statement of changes in equity. The Directors’
objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for the
shareholders and benefits for other stakeholders.
Called up share capital
| 31 December 2025 | 31 December 2024 | |||
| Allotted, called up and fully paid | No. | £000 | No. | £000 |
| Ordinary Shares of £0.05 each | 80,624,196 | 4,031 | 80,313,838 | 4,016 |
Ordinary Share capital represents the number of shares in issue at their nominal value. The holders of Ordinary Shares are entitled to
receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
On 25 March 2025, the Company issued 310,358 (16 April 2024: 365,919) newly authorised shares at a subscription price of £0.05 (being
nominal value) to the Employee Benefit Trust in anticipation of the vesting of the third tranche of IPO LTIP share options. The shares are
held by the Employee Benefit Trust on the behalf of certain option holders and are non-voting until each of the option holders choose
to exercise their options at which point they are transferred to the option holder and become voting shares. As of 31 December 2025,
223,940 shares (2024: 0) were held by the Company’s Employee Benefit Trust.
Share premium
Share premium represents the amount over the par value which was received by the Group upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange under which Ashtead Technology Holdings plc became
the parent undertaking prior to the IPO. Under merger accounting principles, the assets and liabilities of the subsidiaries were
consolidated at book value in the Group financial statements and the consolidated reserves of the Group were adjusted to reflect the
statutory share capital, share premium and other reserves of the Company as if it had always existed, with the difference presented as
the merger reserve.
Foreign currency translation reserve
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation, are translated
to the Group’s presentational currency, sterling, at foreign exchange rates ruling at the balance sheet date. The revenues and expenses
of foreign operations are translated at an average rate for each month where this rate approximates to the foreign exchange rates ruling
at the dates of the transactions.
Exchange differences arising from this translation of foreign operations are reported as an item of other comprehensive income and
accumulated in the translation reserve, within invested capital. When a foreign operation is disposed of, such that control, joint control
or significant influence (as the case may be) is lost, the entire accumulated amount in the foreign currency translation reserve is
recycled to the income statement as part of the gain or loss on disposal.
Retained earnings
The movement in retained earnings is as set out in the consolidated statement of changes in equity. Retained earnings represent
cumulative profits or losses, net of dividends, charges in relation to equity-settled share-based payment arrangements which have been
recognised within the consolidated income statement and other adjustments.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
123
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
25. Financial instruments
Financial risk management
Risk management framework
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits
and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect
changes in market conditions and the Group’s activities.
The Group has exposure to the following risks arising from financial instruments:
• Credit risk
• Liquidity risk
• Market risk
a) Credit risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Group’s receivables from customers. The Group has no significant concentration of credit
risk, with exposure spread over a large number of customers.
Cash and cash equivalents
The Group held cash and cash equivalents and other bank balances of £14,073,000 at 31 December 2025 (2024: £12,168,000). The cash
and cash equivalents are held with the HSBC Bank plc, Bank of Montreal, The Royal Bank of Scotland plc and DNB.
The credit risk on cash at bank held with HSBC, Bank of Montreal, The Royal Bank of Scotland and DNB is considered to be low.
The long-term credit rating for HSBC is AA-/A+ per Fitch/Standard & Poor’s. The long-term credit rating for Bank of Montreal is
AA-/A+ per Fitch/Standard & Poor’s. The long-term credit rating for The Royal Bank of Scotland is AA-/A+ per Fitch/Standard & Poor’s.
The long-term credit rating for DNB is A+/AA- per Fitch/Standard & Poor’s.
Trade receivables and accrued income
The Group has established a credit policy under which each new customer is analysed individually for creditworthiness before the
Group’s standard payment and delivery terms and conditions are offered. The Group’s review includes external ratings, if they are
available, financial statements, credit agency information, industry information and in some cases bank references. Sale limits are
established for each customer and reviewed quarterly. Any sales exceeding those limits require approval from management.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to
customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits
are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored and action is taken through
an escalation process in relation to slow or non-payment of invoices. The Group has no significant concentration of credit risk, with
exposure spread over a large number of customers.
An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision
rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e. by geographical region,
product type, customer type and rating). The calculation reflects the probability-weighted outcome, the time value of money and
reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts
of future economic conditions. Generally, trade receivables are written-off if past due for more than one year and are not subject to
ongoing enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial
assets disclosed in Note 14. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect
to trade receivables and accrued income as low, as exposure is spread over a large number of customers.
The Group has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision
matrix. The provision percentage is determined for each subsidiary independently.
| Trade receivables | ||
| 2025 | ||
| £000 | ||
| 2024 | ||
| £000 | ||
| Current (not past due) | 15,728 | 21,696 |
| Past due 0-90 days | 22,178 | 23,621 |
| Past due 91-180 days | 3,639 | 2,974 |
| Past due 181-270 days | 461 | 585 |
| Past due 271-365 days | 479 | 171 |
| More than 365 days | 885 | 2,827 |
| 43,370 | 51,874 |
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
124
25. Financial instruments continued
a) Credit risk continued
The following table details the risk profile of trade receivables based on Group’s provision matrix:
| Trade receivables – Days past due | |||||||
| As at 31 December 2025 | |||||||
| Not past due | |||||||
| £000 | |||||||
| <90 | |||||||
| £000 | |||||||
| 91-180 | |||||||
| £000 | |||||||
| 181-270 | |||||||
| £000 | |||||||
| 271-360 | |||||||
| £000 | |||||||
| >360 | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Expected credit loss rate | 0.3% | 0.9% | 4.9% | 21.9% | 60.1% | 80.5% | 3.5% |
| Estimated gross carrying | |||||||
| amount at default | 15,728 | 22,178 | 3,639 | 461 | 479 | 885 | 43,370 |
| Lifetime ECL | 50 | 204 | 178 | 101 | 288 | 712 | 1,533 |
| Specific provision | 286 | 317 | 374 | 82 | 78 | (12) | 1,125 |
| 336 | 521 | 552 | 183 | 366 | 700 | 2,658 |
| Trade receivables – Days past due | |||||||
| As at 31 December 2024 | |||||||
| Not past due | |||||||
| £000 | |||||||
| <90 | |||||||
| £000 | |||||||
| 91-180 | |||||||
| £000 | |||||||
| 181-270 | |||||||
| £000 | |||||||
| 271-360 | |||||||
| £000 | |||||||
| >360 | |||||||
| £000 | |||||||
| Total | |||||||
| £000 | |||||||
| Expected credit loss rate | 0.5% | 0.8% | 2.9% | 14.3% | 23.5% | 83.4% | 5.5% |
| Estimated gross carrying | |||||||
| amount at default | 21,696 | 23,621 | 2,974 | 585 | 171 | 2,827 | 51,874 |
| Lifetime ECL | 118 | 177 | 86 | 84 | 40 | 2,357 | 2,862 |
| Specific provision | 696 | 693 | 421 | 302 | 115 | 455 | 2,682 |
| 814 | 870 | 507 | 386 | 155 | 2,812 | 5,544 |
Accrued income is current and is fully invoiced within a month of year end, once invoiced its original ageing is retained and provided for
in line with the above matrix. Contract assets are current and are fully invoiced within 3 months of year end, once invoiced its original
ageing is retained and provided for in line with the above matrix.
Movements in the allowance for impairment in respect of trade receivables
The movement in the allowance for impairment in respect of trade receivables during the year was as follows:
| Movement in provision for doubtful debts | £000 |
| Balance at 1 January 2024 | (3,739) |
| Acquired with acquisition | (875) |
| Increase in allowance recognised in profit or loss during the year | (927) |
| Trade receivables written off during the year as uncollectible | (3) |
| At 31 December 2024 | (5,544) |
| Decrease in allowance recognised in profit or loss during the year | 1,469 |
| Trade receivables written back during the year when collected | 1,258 |
| Foreign exchange movements | 159 |
| At 31 December 2025 | (2,658) |
The trade receivables written back during the year when collected relates to one customer balance which was fully provisioned between
2020 and 2022 and the funds received during 2025. This amount has been included as an adjustment to the APMs in the Appendix. The
decrease in the provision for bad debts recognised in the income statement during 2025 reflects the improved collections during the
year resulting in the improved ageing profile in the table above.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
125
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
25. Financial instruments continued
b) Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated with its financial liabilities that
are settled by delivering cash or another financial asset. The Group’s objective when managing liquidity is to ensure that it will have
sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable
losses or risking damage to the Group’s reputation. The Group utilises both long and short-term borrowing facilities.
Cash flow forecasting is performed centrally with rolling forecasts of the Group’s liquidity requirements regularly monitored to ensure
it has sufficient cash to meet operational needs. The Group’s revenue model results in a strong level of cash conversion allowing it to
service working capital requirements.
The Group has access to a multi-currency RCF facility which has total commitments of £170,000,000 at 31 December 2025 plus an
accordion facility of £40,000,000. As at 31 December 2025 the RCF had an undrawn balance of £50,576,000 and the accordion
facility had an undrawn balance of £40,000,000.
Maturities of financial liabilities
The table below analyses the Group’s financial liabilities into relevant maturity groupings based on their contractual maturities:
| Contractual cash flows | ||||||
| As at 31 December 2025 | ||||||
| Carrying | ||||||
| total | ||||||
| £000 | ||||||
| Total | ||||||
| £000 | ||||||
| Within | ||||||
| one year | ||||||
| £000 | ||||||
| Between one | ||||||
| to two years | ||||||
| £000 | ||||||
| Between two | ||||||
| to five years | ||||||
| £000 | ||||||
| More than | ||||||
| five years | ||||||
| £000 | ||||||
| Non-derivative financial liabilities | ||||||
| Bank loans | 118,467 | 119,424 | – | – | 119,424 | – |
| Trade and other payables | 29,083 | 29,083 | 29,083 | – | – | – |
| Lease liabilities | 4,515 | 4,974 | 1,957 | 1,583 | 1,365 | 69 |
| 152,065 | 153,481 | 31,040 | 1,583 | 120,789 | 69 |
| Contractual cash flows | ||||||
| As at 31 December 2024 | ||||||
| Carrying total | ||||||
| £000 | ||||||
| Total | ||||||
| £000 | ||||||
| Within one | ||||||
| year | ||||||
| £000 | ||||||
| Between one | ||||||
| to two years | ||||||
| £000 | ||||||
| Between two | ||||||
| to five years | ||||||
| £000 | ||||||
| More than | ||||||
| five years | ||||||
| £000 | ||||||
| Non-derivative financial liabilities | ||||||
| Bank loans | 137,669 | 139,391 | – | – | 139,391 | – |
| Trade and other payables | 33,680 | 33,680 | 33,680 | – | – | – |
| Lease liabilities | 2,845 | 3,134 | 1,259 | 753 | 1,026 | 96 |
| Finance lease liability | 9 | 9 | 9 | – | – | – |
| 174,203 | 176,214 | 34,948 | 753 | 140,417 | 96 |
Based on the RCF balance and the interest rate prevailing at 31 December 2025, the outstanding balance would attract interest at
£7,574,000 (2024: £9,989,000) per annum until repaid.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
126
25. Financial instruments continued
c) Market risk
Market risk is the risk that changes in market prices – such as foreign exchange rates, interest rates and equity prices – will affect the
Group’s income or the value of its holdings of financial instruments. The Group’s exposure to market risk is primarily related to currency
risk and interest rate risk.
Currency risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign
exchange rates. The Group’s activities expose it primarily to the financial risks of movements in foreign currency exchange rates. The
Group monitors net currency exposures and hedges as necessary.
The individual Group entities do not have significant financial assets and liabilities denominated in currencies other than their functional
currency (2024: insignificant) and immaterial impact from the sensitivity analysis, therefore disclosures regarding exposure to foreign
currencies and sensitivity analysis have not been included.
Interest rate risk
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes
in fair values of fixed interest-bearing investments and loans. Cash flow interest rate risk is the risk that the future cash flows of floating
interest-bearing investments and loans will fluctuate because of fluctuations in the interest rates.
The Group is exposed to interest rate movements on its external bank borrowing. Based on average loans and borrowings, an increase/
(decrease) of 1.0% in effective interest rates would increase/(decrease) the interest charged to the income statement and equity by
£1,194,000 (2024: £1,394,000).
d) Capital risk management
The Group’s objectives when managing capital (defined as net debt plus total equity) are to safeguard the Group’s ability to continue as
a going concern in order to provide returns to shareholders and benefits for other stakeholders, while optimising returns to shareholders
through an appropriate balance of debt and equity funding. The Group manages its capital structure and makes adjustments to it with
respect to changes in economic conditions and strategic objectives.
26. Related parties
Note 27 provides information about the entities included in the consolidated financial statements as well as the Group’s structure,
including details of the subsidiaries and the holding company.
Key managerial personnel
Allan Pirie
Ingrid Stewart
Bill Shannon
Tony Durrant
Thomas Thomsen
Jean Cahuzac
Kristin Færøvik (appointed 18 January 2025)
Details of the Directors’ remuneration and interests are set out in the Remuneration Committee report on pages 65 to 79.
Directors’ interests in the Ordinary Shares of the Group are included in the Directors’ Report on page 81.
Entity with significant influence over the Group
There are no entities with significant influence over the Group.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
127
For the year ended 31 December 2025
Notes to the Consolidated Financial Statements continued //
27. Group structure
A full list of subsidiary undertakings of Ashtead Technology Holdings plc as defined by IFRS as at 31 December 2025 is disclosed below.
| Equity interest at | |||
| Name of the Group company | |||
| Country of | |||
| incorporation | 2025 | 2024 | |
| BP INV2 Pledgeco Limited | |||
| 1 | |||
| England & Wales | 100% | 100% | |
| Ashtead US Pledgeco Inc* | |||
| 4 | |||
| USA | 100% | 100% | |
| Amazon Acquisitions Limited* | |||
| 1 | |||
| ^ | England & Wales | – | 100% |
| Ashtead Technology (South East Asia) PTE Limited* | |||
| 2 | |||
| Singapore | 100% | 100% | |
| Ashtead Technology Limited* | |||
| 3 | |||
| Scotland | 100% | 100% | |
| Ashtead Technology LLC SPC (formerly TES Survey Equipment Services LLC)* | |||
| 5 | |||
| UAE | 100% | 100% | |
| Ashtead Technology Offshore Inc* | |||
| 4 | |||
| USA | 100% | 100% | |
| Ashtead Technology (Canada) Limited* | |||
| 6 | |||
| Canada | 100% | 100% | |
| Alfred Cheyne Engineering Limited* | |||
| 3 | |||
| Scotland | 100% | 100% | |
| ACE Winches Inc* | |||
| 7 | |||
| USA | 100% | 100% | |
| Ashtead Technology AS* | |||
| 8 | |||
| Norway | 100% | 100% | |
| Seascan Limited* | |||
| 3 | |||
| ^^ | Scotland | – | 100% |
| J2 Subsea Limited* | |||
| 3 | |||
| ^^^ | Scotland | – | 100% |
| Geoscan Group Limited* | |||
| 3 | |||
| ^^^^ | Scotland | – | 100% |
| Seatronics Limited* | |||
| 3 | |||
| ^^^^^ | Scotland | – | 100% |
| Seatronics Inc* | |||
| 4 | |||
| USA | 100% | 100% | |
| Seatronics PTE Limited* | |||
| 2 | |||
| ^^^^^^ | Singapore | – | 100% |
* Shares held by a subsidiary undertaking.
1 The registered address of the subsidiary is 1 Gateshead Close, Sunderland Road, Sandy, Bedfordshire, SG19 1RS, United Kingdom.
2 The registered address of the subsidiary is 80 Raffles Place, #32-01 UOB Plaza 1, Singapore, 048624.
3 The registered address of the subsidiary is Ashtead House, Discovery Drive, Arnhall Business Park, Westhill, AB32 6FG, United Kingdom.
4 The registered address of the subsidiary is 2711 Centerville Road, Suite 400, Wilmington, Delaware, 19808, USA.
5 The registered address of the subsidiary is Warehouse B301, Plot M29, ICAD III, Musaffah, Abu Dhabi, UAE.
6 The registered address of the subsidiary is 238 Brownlow Avenue, Unit 103, Dartmouth, Nova Scotia, B3B 1Y2, Canada.
7 The registered address of the subsidiary is 5151 San Felipe, Suite 800, Houston, Texas, 77056, USA.
8 The registered address of the subsidiary is Bedriftsvegen 35, Klepp Stasjon, 4353, Norway.
^ During 2025 the trade and assets of Amazon Acquisitions Limited were hived up into BP INV2 Pledgeco Limited and Amazon Acquisitions Limited was liquidated on 4 February 2025.
^^ During 2025 the trade and assets of Seascan Limited were hived up into Ashtead Technology Limited and Seascan Limited was liquidated on 19 December 2025.
^^^ During 2025 the trade and assets of J2 Subsea Limited were hived up into Ashtead Technology Limited and J2 Subsea Limited was liquidated on 30 September 2025.
^^^^ During 2025 the trade and assets of Geoscan Group Limited were hived up into Ashtead Technology Limited and Geoscan Group Limited was liquidated on 30 September 2025.
^^^^^ During 2025 the trade and assets of Seatronics Limited were hived up into Ashtead Technology Limited and Seatronics Limited was liquidated on 19 December 2025.
^^^^^^ During 2025 the trade and assets of Seatronics PTE Limited were hived up into Ashtead Technology (South East Asia) PTE Limited and Seatronics PTE Limited was liquidated on
22 December 2025.
28. Business combinations
During 2025, the consolidated cash flow statement reflects £1,793,000 of settlements in respect of acquisitions of subsidiary
undertakings. Of this amount, £1,681,000 represented a non-cash settlement, whereby the outstanding consideration was offset against
trade receivables owed by the seller in relation to separate transactions. This amount relates to settlement for remaining consideration
payable on previous acquisitions and was fully accrued at 31 December 2024. The settlement for remaining consideration mainly relates
to a completion payment on the acquisition of ACE Winches.
Acquisition of Seascan Limited and J2 Subsea Limited
On 26 November 2024, the Group acquired 100% of the issued share capital of Seascan Limited and J2 Subsea Limited and their
subsidiaries Geoscan Group Limited, Seatronics Limited, Seatronics Inc and Seatronics PTE Limited (collectively “Seatronics”). During
2025 there was a change in accounting estimate which resulted in a reduction in the settlement for remaining consideration payable to
the seller of Seatronics of £194,000, which reduced goodwill by the same amount (Note 12). There were no changes to the fair value of
the assets and liabilities included in the 2024 annual report, only to the cash consideration payable in 2025.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
128
At 31 December 2025
Company Balance Sheet //
Notes
2025
£000
2024
£000
Non-current assets
Investments 5 82,304 29,775
Trade and other receivables 6 138 32,181
82,442 61,956
Current assets
Trade and other receivables 6 – 11
– 11
Total assets 82,442 61,967
Current liabilities
Trade and other payables 7 50 33
Income tax payable 58 –
108 33
Total liabilities 108 33
Equity
Share capital 8 4,031 4,016
Share premium 8 14,115 14,115
Merger reserve 8 38,318 38,318
Share-based payment reserve 8 4,758 3,612
Retained earnings 8 21,112 1,873
Total equity 82,334 61,934
Total equity and liabilities 82,442 61,967
The accompanying notes are an integral part of the Company financial statements.
As permitted by Section 408 of the Companies Act 2006, the profit and loss of the Company has not been presented in these financial
statements. The profit for the year ended 31 December 2025 dealt with in the financial statements of the Company was £20,204,000
(2024: £143,000).
The financial statements were approved and authorised for issue by the Board of Directors of Ashtead Technology Holdings plc
(registered number 13424040) on 16 March 2026 and were signed on its behalf by:
Allan Pirie
Ingrid Stewart
Chief Executive Officer Chief Financial Officer
16 March 2026 16 March 2026
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
129
For the year ended 31 December 2025
Company Statement of Changes in Equity //
Share
capital
£000
Share
premium
£000
Merger
reserve
£000
Share-based
payment
reserve
£000
Retained
earnings
£000
Total
£000
At 1 January 2024 3,997 14,115 38,318 2,538 2,613 61,581
Profit for the year – – – – 143 143
Total comprehensive income – – – – 143 143
Share-based payment charge – – – 1,074 – 1,074
Issue of shares 19 – – – – 19
Dividends paid – – – – (883) (883)
At 31 December 2024 4,016 14,115 38,318 3,612 1,873 61,934
Profit for the year – – – – 20,204 20,204
Total comprehensive income – – – – 20,204 20,204
Share-based payment charge – – – 1,146 – 1,146
Issue of shares 15 – – – – 15
Dividends paid – – – – (965) (965)
At 31 December 2025 4,031 14,115 38,318 4,758 21,112 82,334
The accompanying notes are an integral part of the Company financial statements.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
130
For the year ended 31 December 2025
Notes to the Company Financial Statements //
1. Basis of preparation
Ashtead Technology Holdings plc (the “Company”) is a public limited company incorporated in the United Kingdom under the
Companies Act 2006, whose shares are traded on the London Stock Exchange. The financial statements of the Company as at
and for the year ended 31 December 2025 are presented under the Financial Reporting Standard 101 Reduced Disclosure Framework
(“FRS 101”). The prior year comparatives are for the year ended 31 December 2024. The Company is domiciled in the United Kingdom
and its registered address is c/o AMBA Company Secretarial Services Limited, 4th Floor, One Kingdom Street, Paddington Central,
London, W2 6BD, United Kingdom.
The Company’s financial statements are prepared under FRS 101 and take the available exemptions from FRS 101 in conformity with
Companies Act 2006 as noted below:
• a cash flow statement and related notes;
• comparative period reconciliations;
• disclosures in respect of transactions with wholly-owned subsidiaries;
• disclosures in respect of capital management;
• disclosures in respect of financial instruments;
• disclosures in respect of fair value measurement;
• the effects of new but not yet effective IFRSs; and
• disclosures in respect of the compensation of key management personnel.
As the consolidated financial statements of the Group include equivalent disclosures, the Company has also taken the exemptions under
FRS 101 available in respect of the disclosures under IFRS 2 related to Group-settled share-based payments.
The preparation of the financial statements requires the Directors to make estimates and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities.
The Company financial statements have been prepared in sterling, which is the functional and presentational currency of the Company.
All figures presented are rounded to the nearest thousand (£000), unless otherwise stated.
The Company has limited expenditure, as it does not trade, which is generally lower than the intercompany interest it receives, which
is fixed in nature, and financial projections for the Company show this dynamic continuing. The Directors have used the going concern
principle on the basis that the current profitable financial projections and facilities of the Company and the consolidated Group, of
which the Company is the ultimate parent, will continue in operation for a period not less than 12 months from the date of this report.
2. Accounting policies
Investments
Investments in subsidiaries are measured at cost less any provision for impairment. Annually, the Directors consider whether any events
or circumstances have occurred that could indicate that the carrying amount of fixed asset investments may not be recoverable. If
such circumstances do exist, a full impairment review is undertaken to establish whether the carrying amount exceeds the higher of
net realisable value or value in use. If this is the case, an impairment charge is recorded to reduce the carrying value of the related
investment.
The cost of investments in subsidiaries is determined by the historical cost of investments in the subsidiaries of the Group transferred
from the previous owning entities, including transaction costs.
Trade and other receivables
Trade and other receivables are non-derivative financial assets that are primarily held in order to collect contractual cash flows and are
measured at amortised cost, using the effective interest rate method, and stated net of allowances for credit losses.
Trade and other payables
Trade and other payables are non-derivative financial liabilities that are stated at amortised cost using the effective interest method and
are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Share capital
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a
deduction from the proceeds.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
131
For the year ended 31 December 2025
Notes to the Company Financial Statements continued //
2. Accounting policies continued
Taxation
UK corporation tax is provided at amounts expected to be paid or recovered using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all temporary differences that have originated but not reversed at the balance sheet date, where
transactions or events that result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred on
the balance sheet date.
A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all evidence available, it can be
regarded as more likely than not that there will be suitable taxable profits against which to recover carried-forward tax losses and from
which the future reversal of underlying temporary differences can be deducted.
Deferred tax is measured at the average rates that are expected to apply in the periods in which the temporary differences are expected
to reverse based on the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax is
measured on an undiscounted basis.
Share-based payments
The Group has equity-settled compensation plans. Equity-settled share-based payments are measured at fair value at the date of grant.
The fair value determined at the grant date of the equity-settled share-based payments is expensed over the vesting period, based on
the Group’s estimate of awards that will eventually vest. Fair value is measured by the use of the Black-Scholes and Monte Carlo option
pricing models.
In the Company financial statements, the cost is recognised in investments (Note 5), together with a corresponding increase in equity
(share-based payment reserve), over the period in which the service and the performance conditions are fulfilled (the vesting period).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The
increase or decrease to investments for a period represents the movement in cumulative expense recognised as at the beginning and
end of that period.
Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but
the likelihood of the conditions being met is assessed as part of the Group’s best estimate of the number of equity instruments that
will ultimately vest. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award
unless there are also service and/or performance conditions.
Where an award is cancelled by the entity or by the counterparty, any remaining element of the fair value of the award is expensed
immediately through profit or loss.
Critical estimates and judgements
The Directors do not consider there to be any critical estimates or any significant judgements in the carrying amounts of asset and
liabilities of the Company.
3. Sta costs
The Company has no employees. Full details of the Directors’ remuneration and interests are set out in the Directors’ Remuneration
Report on pages 65 to 79.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
132
4. Share-based payments
IPO LTIP
The IPO LTIP awards were granted on 5 September 2022 and comprise three equal tranches, with the first tranche vested on the
announcement of the annual results for the year ended 31 December 2022, the second tranche vested on the announcement of the
annual results for the year ended 31 December 2023 and the third tranche vested on the announcement of the annual results for the
year ended 31 December 2024. Certain senior managers from various Group companies are eligible for nil cost share option awards with
the Company granting the awards. On exercise, the awards will be equity-settled with Ordinary Shares in the Company. The IPO LTIP
share awards vesting is subject to the achievement of a target annual Group Adjusted EPS and participants remaining employed by the
Group over the vesting period.
The outstanding number of awards at 31 December 2025 is 223,940 (2024: 310,358).
Share based payments Tranche 1 Tranche 2 Tranche 3
Expected term (years) 0.67 1.67 2.67
Weighted average remaining contractual life (years) 6.67 6.67 6.67
Share-based payments
Number
of shares
Weighted
average
exercise
price
(£)
Outstanding at beginning of the year 310,358 −
Granted − −
Exercised (86,418) −
Forfeited − −
Outstanding at the end of the year 223,940 −
Exercisable at the end of the year 223,940 −
The weighted average share price at the date of exercise was £5.011 for the share options exercised during 2025.
LTIP awards
The first LTIP awards were granted on 4 May 2023, with vesting on the announcement of the annual results for the year ended
31 December 2025. Certain senior managers from various Group companies are eligible for nil cost share option awards with the
Company granting the awards and on exercise, the awards will be equity-settled with Ordinary Shares in the Company. The share
awards vesting is subject to the achievement of agreed Group Adjusted EPS, ROIC and Total Shareholder Return (“TSR”) targets
and participants remaining employed by the Group over the vesting period. On 16 April 2024 new awards were granted under the
LTIP scheme and will vest on the announcement of the annual results for the year ended 31 December 2026. On 25 September 2025
new awards were granted under the LTIP scheme and will vest on the announcement of the annual results for the year ended
31 December 2027.
The outstanding number of awards at 31 December 2025 is 941,468 (2024: 624,031).
Share-based payments EPS ROIC TSR
Expected term (years) 3.02/3.06/2.50 3.02/3.06/2.50 3.02/3.06/2.50
Weighted average remaining contractual life (years) 7.34/8.29/9.73 7.34/8.29/9.73 7.34/8.29/9.73
Share-based payments
Number
of shares
Weighted
average
exercise
price
(£)
Outstanding at beginning of the period 624,031 −
Granted 332,885 −
Exercised − −
Forfeited (15,448) −
Outstanding at the end of the period 941,468 −
Exercisable at the end of the period − −
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
133
For the year ended 31 December 2025
Notes to the Company Financial Statements continued //
5. Investments
2025
£000
2024
£000
Cost:
At the beginning of the period 29,775 44,851
Additions 52,529 1,074
Disposals – (16,150)
At the end of the year 82,304 29,775
The additions in 2025 include £1,146,000 (2024: £1,074,000) from the cost of share based payment plans.
The additions in 2025 include a capital contribution of £51,383,000 in BP INV2 Pledgeco Limited, which was not paid in cash but set off
against the intercompany balance owed by BP INV2 Pledgeco Limited to the Company.
The disposal in 2024 relates to a group reorganisation, which resulted in the investment in Ashtead US Pledgeco Inc being transferred
to BP INV2 Pledgeco Limited at book value and settled by an intercompany loan included in amounts owed by Group companies.
There were no indicators of impairment noted under IAS 36 and accordingly, no impairment charge has been recognised.
Subsidiary undertakings are disclosed within Note 27 of the consolidated financial statements.
6. Trade and other receivable
2025
£000
2024
£000
Amounts owed by Group companies 18 32,091
Group relief 120 90
Prepayments – 11
138 32,192
During 2025 the Company received a dividend of £20,000,000 from its subsidiary BP INV2 Pledgeco Limited which was settled
through an intercompany receivable rather than in cash. Subsequently the Company increased its investment in the subsidiary via
a £51,383,000 capital contribution. This was satisfied by the conversion of the £20,000,000 dividend receivable and an additional
£31,383,000 of intercompany balances, effectively clearing the outstanding indebtedness between the entities.
Amounts owed by Group companies comprise intercompany balances with subsidiary companies within the Group. The amounts
owed by Group companies bear no interest and are due on demand. IFRS 9 expected credit losses have been assessed as immaterial
in relation to this balance. Amounts owed by Group companies are classified as non-current as the amounts are expected to be repaid
after more than 12 months of the reporting period.
7. Trade and other payables
2025
£000
2024
£000
Accruals 50 33
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
134
8. Share capital and reserves
Called up share capital
31 December 2025 31 December 2024
Allotted called up and fully paid No. £000 No. £000
Ordinary Shares of £0.05 each 80,624,196 4,031 80,313,838 4,016
Ordinary Share capital represents the number of shares in issue at their nominal value. The holders of Ordinary Shares are entitled to
receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
On 25 March 2025, the Company issued 310,358 (16 April 2024: 365,919) newly authorised shares at a subscription price of £0.05 (being
nominal value) to the Employee Benefit Trust in anticipation of the vesting of the third tranche of IPO LTIP share options. The shares are
held by the Employee Benefit Trust on the behalf of certain option holders and are non-voting until each of the option holders choose
to exercise their options at which point they are transferred to the option holder and become voting shares. As of 31 December 2025,
223,940 shares (2024: 0) were held by the Company’s Employee Benefit Trust.
Share premium
Share premium represents the amount over the par value which was received by the Company upon the sale of the Ordinary Shares.
Merger reserve
The merger reserve was created as a result of the share-for-share exchange under which Ashtead Technology Holdings plc became
the parent undertaking prior to the IPO. The Company investment in subsidiary undertakings is the book value from predecessor
shareholders in the Group, with the difference over the statutory share capital issued by the Company presented as the merger reserve.
The Company has applied merger relief.
Share-based payment reserve
The share-based payment reserve is built up of charges in relation to equity-settled share-based payment arrangements which have
been recognised within investments in subsidiaries in the Company’s balance sheet.
Retained earnings
The movement in retained earnings is as set out in the Company’s statement of changes in equity. Retained earnings represent
cumulative profits or losses, net of dividends and other adjustments.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
135
For the year ended 31 December
Appendix //
Reconciliation of Alternative Performance Measures
Reconciliation of Adjusted EBITDA
Notes
2025
£000
2024
£000
Adjusted EBITDA 82,425 69,451
Costs associated with move from AIM to main London Stock Exchange (1,554) –
Costs associated with M&A – (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on collection 1,258 –
Other exceptional costs – (90)
Operating profit before depreciation, amortisation and foreign exchange 81,213 66,030
Depreciation on property, plant and equipment 11 (21,252) (17,850)
Depreciation on right-of-use asset 20 (2,040) (1,275)
Operating profit before amortisation and foreign exchange 57,921 46,905
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Operating profit 51,555 42,793
Reconciliation of Adjusted EBITA
Notes
2025
£000
2024
£000
Adjusted EBITA 59,133 50,326
Costs associated with move from AIM to main London Stock Exchange (1,554) –
Costs associated with M&A – (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on collection 1,258 –
Other exceptional costs – (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Operating profit 51,555 42,793
Reconciliation of Adjusted Profit Before Tax
Notes
2025
£000
2024
£000
Adjusted Profit Before Tax 48,811 43,596
Costs associated with move from AIM to main London Stock Exchange (1,554) –
Costs associated with M&A – (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on collection 1,258 –
Other exceptional costs – (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Profit before tax for the financial year 41,233 36,063
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
136
Reconciliation of Adjusted Profit After Tax
Notes
2025
£000
2024
£000
Adjusted Profit After Tax 39,777 36,109
Costs associated with move from AIM to main London Stock Exchange (1,554) –
Costs associated with M&A – (2,610)
Restructuring costs (364) (316)
Software development costs (552) (405)
Provision for doubtful debts written back to the income statement on collection 1,258 –
Other exceptional costs – (90)
Amortisation of intangible assets 12 (5,959) (3,841)
Foreign exchange loss 5 (407) (271)
Tax impact of the adjustments above 15 202
Profit for the financial year 32,214 28,778
Adjusted Profit After Tax is used to calculate the Adjusted basic earnings per share and Adjusted diluted earnings per share in Note 9.
Throughout the annual report we use a range of financial and non-financial measures to assess our performance. A number of the
financial measures including Adjusted EBITDA, Adjusted EBITA, Adjusted Profit Before Tax, Adjusted Profit After Tax and Adjusted EPS
are not defined under IFRS, so they are considered Alternative Performance Measures (“APMs”).
Management uses these measures to monitor the Group’s financial performance alongside IFRS measures because they help illustrate
the underlying financial performance and position of the Group. We use these measures, which are common across the industry, for
planning and reporting purposes. These measures are also used in discussions with the investment analyst community and credit rating
agencies. Where relevant, the APMs exclude one-off items to aid comparability with prior year metrics. We have explained the purpose
of each of these measures throughout the strategic report and included definitions on page 139. Management uses APMs as they
measure business performance in a more consistent way.
These APM’s should be considered in addition to, and not as a substitute for, or as superior to, measures of financial performance,
financial position of cash flows reported in accordance with IFRS. APM’s are not uniformly defined by all companies, including those in
the Group’s industry. The underlying measures may not be comparable across companies. The exclusion of one-off items may result in
underlying measures being materially higher or lower than the statutory measures.
During 2025 the Group moved from AIM to the Main Market of the London Stock Exchange, and management assessed the fees and
associated costs from this move to be one-off in nature.
Also during 2025 the Group performed a reorganisation which involved the hive up of the trade and assets of Seascan Limited, J2
Subsea Limited, Geoscan Group Limited and Seatronics Limited to Ashtead Technology Limited, and the hive up of the trade and assets
of Seatronics PTE Limited to Ashtead Technology (South East Asia) PTE Limited, and the subsequent liquidation of the Seatronics and
J2 Subsea entities. In addition, the trade and assets of Amazon Acquisitions Limited, an intermediate holding company, were hived up in
BP INV2 Pledgeco Limited, and Amazon Acquisitions Limited was subsequently liquidated. The restructuring also involved moving the
ownership of certain subsidiary companies within the Group. Management assessed the restructuring costs to be one-off in nature.
With ongoing integration of Seatronics, J2 Subsea and ACE Winches entities into the Group ERP system (which itself was implemented
in 2024) there were some costs in 2025 to further enhance the system. Costs associated with the implementation of the ERP system
that do not meet the definition and recognition criteria of an intangible asset under IAS 38, such as the configuration and customisation
of the Cloud based software, are expensed to P&L. Given the nature of the enhancements is specific to the integration of acquisitions,
Management have assessed the software development costs to be one-off in nature.
The provision for doubtful debts written back to the income statement on collection relates to one customer balance which was fully
provisioned between 2020 and 2022 and the funds received during 2025. See Note 25a for further details. Due to the quantum involved
and that the reversal relates to impairment losses recognised in previous periods, management has assessed the provision for doubtful
debts written back to the income statement on collection to be one-off in nature.
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
137
Company Information //
Directors
W M F C Shannon
A W Pirie
I Stewart
A R C Durrant
T Hamborg-Thomsen
J Cahuzac
K Færøvik
Company Secretary
AMBA Secretaries Limited
Auditor
BDO LLP
Statutory Auditor
55 Baker Street
London
W1U 7EU
Bankers
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10
1082 PP Amsterdam
Netherlands
Citibank N.A.
Citigroup Centre
33 Canada Square
Canary Wharf
London E14 5LB
Clydesdale Bank plc
1 Queen’s Cross
Aberdeen AB15 4XU
HSBC Bank plc
95-99 Union Street
Aberdeen AB11 6BD
The Royal Bank of Scotland plc
6th Floor
2 Marischal Square
Broad Street
Aberdeen AB10 1BL
Solicitors
White & Case LLP
5 Old Broad Street
London EC2N 1DW
Corporate brokers
Deutsche Bank AG
21 Moorfields
London EC2Y 9DB
Peel Hunt LLP
100 Liverpool Street
London EC2M 2AT
Registrar
Computershare Limited
The Pavilions
Bridgwater Road
Bristol BS13 8AE
Registered oce
c/o AMBA Company Secretarial Services Limited
4th Floor, One Kingdom Street
Paddington Central
London W2 6BD
Registered number: 13424040
Website
www.ashtead-technology.com
Ashtead Technology Holdings plc // Annual Report & Accounts 2025
138
Definitions //
Adjusted EBITA Adjusted earnings before interest, tax and amortisation (EBITA) is calculated as operating profit adjusted
to add back amortisation, foreign exchange movements and items considered one-off in nature as
described in the Appendix to the accounts. Adjusted EBITA is an alternative performance measure
used by management and is not an IFRS disclosure
Adjusted EBITA margin Adjusted EBITA divided by revenue
Adjusted EBITDA Adjusted earnings before interest, tax depreciation and amortisation (EBITDA) is calculated as operating
profit adjusted to add back depreciation, amortisation, foreign exchange movements and items
considered one-off in nature as described in the Appendix to the accounts. Adjusted EBITDA is an
alternative performance measure used by management and is not an IFRS disclosure
Adjusted EPS Adjusted Profit after Tax divided by the weighted average number of Ordinary Shares
Adjusted Profit After Tax Adjusted Profit After Tax is calculated as profit after tax adjusted to add back amortisation, foreign
exchange movements and items considered one-off in nature, including the tax impact thereof, as
described in the Appendix to the accounts. Adjusted Profit After Tax is an alternative performance
measure used by management and is not an IFRS disclosure
Adjusted Profit Before Tax Adjusted Profit Before Tax is calculated as profit before tax adjusted for amortisation, foreign exchange
movements and items considered one-off in nature as described in the Appendix to the accounts.
Adjusted Profit Before Tax is an alternative performance measure used by management and is not an
IFRS disclosure
Ashtead Technology Ashtead Technology Holdings plc (the “Company”) and all of its subsidiaries (also referred to as “Group”)
CAGR Compound annual growth rate
Interest cover Adjusted EBITDA divided by Finance costs, excluding Amortisation of deferred finance costs and
Interest expense on lease liability, net of Finance income
Invested capital Average net debt plus average equity
Leverage Net debt divided by Adjusted EBITDA
Net debt Bank loans plus lease liabilities less cash at bank and in hand
One-off items Items that are non-recurring in nature
OEM Original equipment manufacturer
RCF Revolving Credit Facility
ROIC Adjusted EBITA divided by Invested capital
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Ashtead Technology Holdings plc // Annual Report & Accounts 2025
Financial Statements
139
Ashtead Technology Holdings plc
Ashtead House
Discovery Drive
Westhill
Aberdeenshire, UK
AB32 6FG
www.ashtead-technology.com