Oxford Instruments plc

Annual Report 2026

Innovating for future growth

Our purpose is to accelerate

the breakthroughs that create a

brighter future for our world

Our technology and scientific expertise enables our

customers to discover and bring to market exciting new

advances that drive human progress.

Inside this report

2026

highlights

Our strategy

for growth

Reasons

to invest

See our CEO review on pages 11 to 23

Governance

report

Oxford Instruments plc

Annual Report 2026

What we do

We provide academic and commercial organisations worldwide

with market-leading scientific technology and expertise across our

key market segments: Materials Analysis, Semiconductors, and

Healthcare & Life Science.

Innovation is the driving force behind our growth and success,

supporting our core purpose to accelerate the breakthroughs that

create a brighter future for our world.

We hold a unique position to anticipate global drivers and connect

academic researchers with commercial applications engineers,

acting as a catalyst that powers real world progress.

Contents

Read more in At a glance on page 6

Visit our investor centre

to view our reporting suite:

www.oxinst.com/investors-hub

Our statement in accordance with Section 172(1)

of the Companies Act 2006, describing how the

Directors have had regard to the matters set

out in section 172(1)(a) to (f), is included in the

Governance report on pages 112 to 119 and is

incorporated in the Strategic Report, by reference.

Overview

02 2026 highlights

06 At a glance

08 Our purpose-driven approach

Strategic Report

09 Chair’s statement

11 Chief Executive Officer’s review

24 Investment case

26 Market review

28 Our business model

33 Our strategy for growth

39 Key performance indicators

42 Finance review

Strategic Report continued

51 Sustainability

53 Environment

60 TCFD statement

69 Social

76 Governance

79 Risk management

95 Viability statement

97 Non-financial and sustainability

information statement

Governance

100 Chair’s overview

102 Board of Directors

105 Governance at a glance

Governance continued

108 Governance framework

110 Board activities and outcomes

112 Stakeholder engagement and Section

172(1) Statement

120 Monitoring and embedding culture

121 Board effectiveness, development and diversity

122 Other Governance disclosures

123 Nomination Committee report

127 Audit and Risk Committee report

137 Sustainability Committee report

139 Directors’ Remuneration report

172 Shareholder information

173 Directors’ report

177 Directors’ responsibilities

Financial Statements

179 Consolidated statement of income

180 Consolidated statement of

comprehensive income

181 Consolidated statement of financial position

182 Consolidated statement of

changes in equity

183 Consolidated statement of cash flows

184 Material accounting policies

192 Notes to the consolidated financial statements

230 Parent Company statement of financial position

231 Parent Company statement of changes in equity

232 Notes to the Parent Company financial

statements

241 Independent auditor’s report to the members of

Oxford Instruments plc

250 Historical financial summary

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

2026 highlights

“ With a strong order book, a robust

balance sheet and clear priorities,

we are confident in our ability to

deliver attractive sustainable growth

and value for all our stakeholders.”

RICHARD TYSON

Chief Executive Officer

Read more in the CEO statement on pages 11 to 23

Poised to deliver sustainable

growth and value

Strong strategic progress and an effective response to

market headwinds led to a good full-year performance,

despite significant disruption in the first half. This is down

to a combination of the agility and hard work of my

colleagues and the continuing structural demand for our

market-leading solutions, across a diversified portfolio.

Summary of the year

• Strong H2 across the Group delivered full-year

performance slightly ahead of expectations

reflecting agile response to a challenging

geopolitical environment

• NanoScience divestment improves focus, group

margins and contributes £42m in net proceeds

• Advanced Technologies (AT) order intake up

28% for the year, with FY27 planned revenue

now largely covered and opportunity pipeline

continuing to strengthen

Management initiatives in Imaging & Analysis, particularly

within our Belfast-based imaging business, where we

restructured the cost base and sharpened our product

strategy alongside productivity improvement, drove a

stronger second-half performance. The division enters

the year ahead well positioned, benefiting from organic

investment and good strategic progress.

In Advanced Technologies, our updated strategy, market-

leading compound semiconductor technology and

commercial focus have generated a record orderbook,

providing revenue visibility in FY27 and into FY28. We are

focused on executing this significant opportunity to drive

sustainable profitable growth.

Whilst the macroeconomic and geopolitical environment

remains uncertain, we are making clear progress against

the strategy set out in 2024 and remain well positioned

in structurally growing markets, supported by increased

investment in innovation, operational excellence and

our people.

With a strong order book, a robust balance sheet and clear

priorities, we are confident in our ability to deliver attractive

sustainable growth and value for all our stakeholders in the

new financial year and beyond.

RICHARD TYSON

CEO, Oxford Instruments plc

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Adjusted financial highlights

Revenue

£423.2m

(2025: £443.4m)

% change

organic constant

currency (OCC)

(4.6%) (3.0%)

Adjusted operating profit

£73.7m

(2025: £79.5m) % change

organic constant

currency (OCC)

(7.3%) (1.6%)

Adjusted basic earnings per share

100.7p

(2025: 109.1p)

(7.8%)

Normalised cash conversion

89%

(2025: 102%)

Net cash

£94.0m

(2025: £84.4m)

Adjusted operating profit margin

17.4% (50 bps)

(2025: 17.9%)

Organic constant currency profit margin

+30bps, equivalent to 18.2% OCC adjusted

operating profit margin

(2025: 17.9%)

2026 highlights continued

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Reported highlights

Profit before

taxation

£58.5m

(2025: £38.2m)

+53.1%

Basic earnings per share

84.6p

(2025: 44.8p)

+88.8%

Operating

profit

£58.0m

(2025: £37.6m)

+54.2%

Operating profit margin

13.7%

(2025: 8.5%)

520 bps

Dividend per share for

the year (proposed)

23.6p

(2025: 22.2p)

+6.3%

Revenue

£423.2m

(2025: £443.4m)

(4.6%)

2026 highlights continued

1 The mean of consensus estimates for reported full

year FY26 results are for revenue of £420.7m, adjusted

operating profit of £71.3m, and adjusted operating

margin of 16.9%. Please refer to the Company website

for more details of how consensus is calculated.

2 See pages 195 to 200 Alternative Performance

Measures for a full explanation of adjusted measures

and how they reconcile to reported IFRS measures.

3 FY25 restated to reclassify NanoScience business

as a discontinued operation. Previously reported

adjusted operating margin was 16.4%.

4 Organic constant currency (OCC). References to year-

on-year movements and margin percentages are

shown at OCC or constant currency (CC) as appropriate

throughout our reporting. Constant currency numbers

are prepared using prior year results translated at

the current reporting year’s average exchange rates.

Organic constant currency numbers exclude disposals

and acquisitions are not included until the prior year

includes a full year of performance.

5 Normalised cash conversion measures the percentage

of adjusted cash from operations to adjusted operating

profit, as set out in the finance review.

6 Net cash includes total borrowings, cash at bank and

bank overdrafts but excludes IFRS 16 lease liabilities.

7 Proposed dividend per share, to be confirmed at the

annual general meeting on 23 July 2026.

8 Book-to-bill is defined as orders received in the period

divided by revenue in the period.

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Financial and operational highlights

Financial highlights

• Strong demand from commercial

semiconductor customers across both

divisions

• Imaging & Analysis (I&A) order intake

momentum improving through the year,

with orders up 8% in H2 (+1.3% full year)

• Strong margin performance in I&A (OCC

+120 bps, Reported +50 bps) following

Belfast restructuring, portfolio refocus and

operational excellence benefits

• Group revenue down 3.0% OCC (-4.6%

reported) following disrupted H1 in I&A

and later than expected conversion of AT

orders to revenue. Group revenue up 1.3%

OCC in H2

• Book-to-bill of 1.06

provides momentum

for FY27

• Group adjusted operating margin

continuing to move forward, up 30 bps

on a constant currency basis (reported

decrease 50 bps) following strong I&A

margin delivery. Currency headwind of

£4.5m to adjusted operating profit

• Reported operating profit and margins

sharply up after FY25 impairment charge

at Belfast-based Andor, with restructuring

actions positively impacting business

performance

• NanoScience proceeds (£42.4m) and

strong normalised cash conversion (89%)

supporting a share buyback of £62.2m,

and growth in net cash

to £94.0m (+11.4%)

• Proposed 6.3% increase in full year

dividend to 23.6p

Strategic and operational highlights

• Portfolio optimised through divestment

of NanoScience, strengthening Group

operating margins and resulting in a

simplified, more focused AT division

• Successful restructuring of our Belfast

imaging facility in I&A, with a focus on cost

base, high contribution product lines, and

increasing productivity, supporting second

half performance

• Proactive response to the changing

macroeconomic environment, including:

– acceleration of electron microscope

‘Made in China’ initiative, to meet

localrequirements;

– relocating some atomic force

microscopy manufacturing from the

US to Germany, and transferring some

nanoindentation production from

Switzerland to the UK;

– mitigation of rare earth magnet

restrictions through proactive R&D

andalternativesourcing

• New products introduced, including

in atomic force microscopy, nuclear

magnetic resonance, Raman and

scientific cameras, further consolidating

our technological lead and expanding

commercial market opportunities

• Progressing strategic shift to high-volume

manufacturing customers in compound

semiconductors, investing in strengthening

customer service proposition (service

orders up 35% year on year, and enhanced

capability for larger and more complex

installations

Read more on pages 42 to 50

2026 highlights continued

Please see footnotes on previous page.

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

At a glance

We are a leading

provider of scientific

technology and

expertise to academic

and commercial

partners worldwide

What we do

We develop and manufacture market-leading imaging, analysis

and fabrication tools that accelerate new scientific breakthroughs.

Our technology and market insight place us in a unique position to anticipate

global drivers and connect academic researchers with commercial

applications engineers, acting as a catalyst that powers real world progress.

Our divisional structure

+1,900

Employees

Countries from

which we operate

Revenue split by sector

Imaging & Analysis £314.7m

Advanced Technologies £108.5m

Imaging & Analysis

Microscopes, scientific cameras,

analytical instruments and

bespoke software

Total revenue

£423.2m

Advanced Technologies

Compound semiconductor fabrication

capital equipment and X-ray tubes

Further details on pages 11 to 23

Base locations

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

primary regions

primary end markets

Where we operate

We sell products and services all over the world, employing

more than 1,900 people across 27 bases in 23 countries.

Who we work with

We work with thousands of academic and commercial

organisations in three key structural growth markets.

Revenue by region Revenue by market

EMEA-I £129.0m

North America £116.2m

China £95.1m

East and Southeast Asia £82.9m

Materials analysis £178.2m

Semiconductor £136.3m

Healthcare & life science £71.6m

Other markets, including quantum £37.1m

At a glance continued

Manufacturing sites

Regional sales and service sites

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Our purpose-driven approach

Our strategic priorities

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the

organisation

Significant investment in new

technology and products

Embed our values and

Ways of Working

Reach net zero in our

own operations by 2030

Our purpose

To accelerate the

breakthroughs that

create a brighter

future for our world

Our opportunity

Oxford Instruments holds

a unique position to

anticipate global drivers

and connect academic and

commercial researchers,

acting as a catalyst that

powers real world progress

Our Ways of Working

• We start with

the customer

• We succeed by

being focused

• We make and keep

our promises

• We work together

as one team

• We help and trust each

other to succeed

Our ambition

Be the scientific

instrumentation

partner in every

significant lab and

production facility

across the world

Medium-term KPIs

Enhance growth, margins and returns:

• Organic growth CAGR 5–8%

• Adjusted operating profit margin 20%+

• Return on capital employed > 30%

• Cash conversion > 85%

• Selective acquisitions

Overview Strategic Report Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

It has been another year of strong delivery and strategic progress for

OxfordInstruments, as we continue to execute with clarity and discipline

against the priorities set out in 2024.

The remarkable outcomes we have achieved this year, meeting the market’s expectations

for the year in the wake of significant external headwinds in the first half, clearly reflect the

benefits of the actions we have taken over the past two years. We are now operating on much

stronger foundations, which have underpinned our resilience to external headwinds and

positioned us for future growth. We enter the new financial year with clear momentum and

with our confidence in the Group’s medium-term potential underlined.

Driving innovation in science has always been at the core of Oxford Instruments, and remains

central to our strategy as we invest to accelerate breakthrough developments. Since 2023,

we have built on this heritage with a step change in customer focus, commercial discipline

and operational performance. The work done to simplify the Group, sharpen our commercial

focus and embed a culture of operational excellence is now clearly translating into improved

performance and resilience.

Strength and opportunity Group-wide

In Advanced Technologies, having committed the right level of investment at the right time

to create our new facility at Severn Beach, we have added greater strategic focus and

commercial discipline to our capabilities, and are now extremely well positioned to benefit

from the current strong growth in the compound semiconductor market. With the site now

fully up and running, the benefits of our world-class clean room and our investment in talent

and innovation are clear, as growing numbers of key commercial customers place their

trust in us to support their new chip developments and volume ramp up. The divestment

of NanoScience, completed in January 2026, has further enabled us to prioritise the most

significant growth opportunities for the division. The Board’s thanks go to everyone involved in

this project for their commitment and professionalism throughout.

In Imaging & Analysis, we have honed and sharpened the focus of what was already a highly

effective driver of value for customers and shareholders alike. The quality and differentiation

of our product range, underpinned by ongoing innovation, gives us continued opportunity

for growth in this division. I was particularly pleased with the agility and pace with which the

team here dealt with significant external headwinds this year, swiftly returning the business

to growth, delivering improvement quarter on quarter and ultimately maintaining their

exceptional financial performance.

Chair’s statement

“ The remarkable outcomes

we have achieved this year

clearly reflect the benefits of

the actions we have taken

over the past two years.”

NEIL CARSON

Chair

Strong strategic

delivery positions

Oxford Instruments

for future growth

Further details on pages 11 to 23

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Chair’s statement continued

Across both divisions, we play a vital role both in enabling

pure academic research and in supporting customers as they

develop the next generation of technologies and applications

and take them into a production setting. By connecting

academic and commercial ecosystems, and by providing

the tools and insights needed to accelerate innovation,

Oxford Instruments occupies a distinctive and highly valued

position. This continues to provide a degree of resilience

against macroeconomic uncertainty, while ensuring that we

remain aligned to long-term global investment in science

andtechnology.

We have maintained strong momentum in our operational

transformation during the year with significant efficiency

improvements supporting results. The changes made to our

structure and Ways of Working increasingly embedded

organisation-wide, creating a simpler and more agile business.

In parallel, we have continued to allocate capital with

discipline, focusing on the areas of highest strategic and

financial return, and further strengthening the foundations

for sustainable growth. The strength of our cash position

as we head into FY27 gives us excellent capital investment

flexibility. Given the improved cash flows and strength of

our balance sheet, and our confidence in the prospects for

organic growth within Oxford Instruments, key areas of focus

for capital investment will be in continuing to strengthen our

customer experience and demonstration centre capability,

and reinforcing our operational site process capability; we

also plan to accelerate the development roadmap for our

product ranges in both divisions with additional investment.

Our people delivering progress

The progress we have made would not have been possible

without the continued commitment and capability of our people.

Across the Group, teams have embraced our strategy and have

translated it into tangible outcomes, while maintaining a clear

focus on our customers and on delivering commercial impact.

I have been pleased to see our new Ways of Working

become more deeply embedded during the year. They are

fostering greater collaboration, accountability and pace,

and are helping to create a more consistent and customer-

focused culture across the Group. This cultural shift is an

important enabler of our strategy and will remain a priority

aswe continue to evolve the organisation.

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

employees for their contribution to another successful year.

Their expertise, agility and commitment position Oxford

Instruments strongly for the opportunities ahead.

Sustainability

We have continued to make strong progress on our

sustainability journey, building on the important milestones

achieved last year, which included the approval of our

science-based net zero targets and the publication of our

transition plan. During the year, we have focused on embedding

these commitments into our operations and decision-making

processes, ensuring that sustainability remains closely

aligned with our strategy and long-term value creation.

Our technologies continue to support customers in

addressing some of the world’s most pressing challenges,

from advances in healthcare to the development of more

efficient materials and semiconductor technologies. In doing

so, we are not only delivering commercial value, but also

contributing to wider societal and environmental progress.

Dividend

Reflecting the Group’s continued strong performance

and our confidence in its future prospects, the Board is

recommending a 6.3% increase in the full-year dividend

to 23.6p, in line with our progressive dividend policy. This

remains an important element of our commitment to

delivering sustainable returns to shareholders. The proposed

dividend is subject to approval at the AGM on 23July2026.

Looking to 2027 and beyond

As we look to the future, Oxford Instruments is now in a

position of strength. We have a clearer strategic focus,

a stronger operational platform, and a culture that is

increasingly aligned to customer expectations and delivering

consistent and sustainable performance.

While the external environment remains complex and fast-

moving, with ongoing geopolitical and macroeconomic

uncertainty, we are ever more confident in our ability to

navigate these challenges. The long-term drivers of demand

in our markets remain compelling, underpinned by global

investment in research, technology and innovation.

With a strengthened portfolio, a more disciplined approach

to execution, and a talented and committed team, we

enter the next financial year and the period beyond with

confidence. We remain focused on delivering further progress

against our strategic objectives and on creating long-term

value for all our stakeholders.

I look forward to reporting on our continued progress in the

year ahead.

NEIL CARSON

Chair

8 June 2026

“ Oxford Instruments is now in a

position of strength. We have a

clearer strategic focus, a stronger

operational platform, and a

culture that is increasingly aligned

to delivering consistent and

sustainable performance.”

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

A strong second half delivered

a good full-year performance,

slightly ahead of expectations, in a

year characterised by geopolitical

uncertainty, as we responded to

external challenges with agility and

strong strategic and operational

execution. Given the H2 trajectory,

the significant growth opportunity in

compound semiconductors, and the

strategic actions taken since 2024,

we are confident in our ability to

deliver attractive growth and create

value in FY27 andbeyond.

Despite the macro challenges in the early

part of the year, the Group delivered

order growth of 8.0% on an organic

constant currency (OCC) basis. This

growth is underpinned by the strength of

our high margin, diversified Imaging and

Analysis (I&A) portfolio, and the expanding

opportunities within the compound

semiconductor market for our Advanced

Technologies (AT) division, where order

intake has grown by 28.1%.

Revenue returned to growth in the second

half (up 1.3% OCC), finishing the year 3.0%

lower than last year following the disrupted

first half. Adjusted operating profit rebounded

markedly, growing 15.4% in H2 versus H2

FY25, with the full year ending just 1.6%

behind last year.

Chief Executive Officer’s review

“ We are making clear progress

against our strategy and

remain well positioned in

structurally growing markets,

supported by increased

investment in innovation,

operational excellence and

ourpeople.”

RICHARD TYSON

Chief Executive Officer

Delivering on our

strategy, powering

future growth

1 Details of adjusting items can be found in Note 2 to

the financial statements.

Order intake

£450.4m

(2025: £423.4m)

Revenue

£423.2m

(2025: £443.4m)

Adjusted

operating profit

£73.7m

(2025: £79.5m)

Adjusted

organic constant currency

operating margin

18.2%

(2025: 17.9%)

Further details on pages 11 to 23

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Chief Executive Officer’s review continued

Gross margins increased by 70 basis points, driven mainly

by the I&A division, where our restructuring of the Belfast

cameras and microscopy business has delivered significant

savings, and together with tight cost control has allowed

us to grow our continuing operations full-year adjusted

operating margin on an organic constant currency by 30

basis points to 18.2%, despite absorbing 80 basis points of

stranded cost following the NanoSciencedivestment.

I am extremely proud of all my colleagues who have not

only taken such effective action to mitigate and manage

geopolitical volatility, but have also continued to drive

forward the strategy we set out in 2024, building a more

commercial and operationally focused business, better

ableto deliver sustainable future growth.

Imaging & Analysis returning to growth

We acted quickly in our Imaging & Analysis (I&A) division,

which was most impacted by the tariff and funding disruption

to orders and revenue in the first half, as customers sought

to clarify funding sources and delayed placing orders. We

repriced our open order book, adjusted our manufacturing

footprint, and sought new funded market opportunities to

restore the business to growth. Our response, coupled with

the division’s exposure to structurally resilient end markets,

helped this division to deliver an improving growth rate every

quarter. Order intake grew 8% in H2, and full-year orders

closed 1.3% OCC up for the year. As a result of the profit

improvement actions taken in our cameras and microscopy

business, and improved operational execution, adjusted

operating margin improved 120 basis points on an already

strong prior year. This margin improvement offset a 3.0%

decline in revenue and delivered divisional operating profit

growth of 2.3%.

Strong order momentum in Advanced Technologies

Advanced Technologies (AT) delivered 28.1% CC order intake

growth, with the second half order intake growing over 30%,

and our year-end orderbook closing up 27% versus the

prior year. Following receipt of a significant multi-year order

in April 2026, the current AT order book materially covers

planned revenue for FY27, with orders now extending into

FY28. The investment thesis behind the £75m investment

in our state-of-the-art, purpose-built facility at Severn

Beach, now fully operational, is playing out as planned. The

significant growth in data centres has driven high demand for

compound semiconductor chips for optical data switching

and early positioning for power applications. Orders for

these datacomms applications have grown more than

200% in FY26, mainly from large high-volume commercial

manufacturers who now make up more than 50% of our

order volume. We are also seeing healthy growth momentum

in micro LED and lens etchings related to the development of

augmented reality (AR) and virtual reality (VR) glasses.

The weighting of order book growth to the second half, and

of product mix towards larger, multi-chamber systems being

ordered by volume production customers, means we have

seen later flow through into revenue growth than expected,

and are seeing this order momentum convert into revenue

and operating profit in H1 FY27.

NanoScience successfully divested

In January 2026 we completed the sale of NanoScience,

the quantum-focused business within our AT division. This

divestment enabled us to crystallise the performance

improvement delivered in FY25, achieving a strong value

outcome for shareholders. Whilst the divestment has

left stranded cost in the Group to be absorbed by the

remaining divisions

, the Group’s FY25 restated adjusted

operating margin increased by 150 basis points as a direct

result of the sale. The divestment has brought greater

focus and predictability to the AT division, allowing us to

allocate capital with greater confidence. It has also further

simplified the Group, including reducing our site footprint,

and releasing management time to focus on higher value

growthopportunities.

Recovering cameras and microscopy business

As we described in our FY25 Annual Report, our Belfast-

based cameras and microscopy business has struggled

to maintain market share in recent years in a declining

healthcare and life sciences market. We took decisive,

but difficult action to address the competitiveness and

the margin structure of the business. This included a 20%

reduction in workforce, new leadership, a shift in product

strategy towards higher contributing lines, and increased

investment in both new products and production facilities,

including a full clean room upgrade in April 2026.

Our Unity detector has contributed to our strong orders

performance in Imaging & Analysis

1 Stranded costs refer to central costs that were previously charged to the

NanoScience business, and remain within the Group post-divestment.

These costs are now borne by the remaining I&A and AT divisions.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

I am pleased to say we are seeing the benefits of these

actions, including improved operating margins, higher

productivity and lower inventory levels which delivered

an extra £5.6m in cash flow. Most importantly we have

seen increased orders from OEMs. With a book to bill for

these product lines of 1.05, we are moving into FY27 with

confidence in the growth prospects for the business.

Customer-centric commercial model

Changes to our operating model have been instrumental in

the year’s strong recovery. Our regional teams, fully connected

to customers and to local market dynamics, are now primarily

responsible for driving order growth, while business units,

based at our operational facilities, focus on developing

market-leading products and software, and ensuring effective

delivery. We have realigned our sales teams and increased

resources to enable them to build deeper and broader

relationships with key customers, with a capability to sell

products from across our portfolio. As part of this change to

our structure, we have strengthened our presence in Europe,

the Middle East, Africa and India (EMEAI), creating a dedicated

EMEAI regional leadership team under a regional president, as

we have already done successfully in the US and China, and

by combining regional teams for Japan and the rest of Asia.

The changes made in EMEAI arealready having a positive

impact, with double digit ordergrowth in theregion.

Experience has proved that customers are more likely

to order an Oxford Instruments product if they have an

opportunity to experience its capabilities in action, in a

high technology setting. The prime example of this is the

Severn Beach facility, where we are able to demonstrate the

capabilities of our equipment on customer wafer samples, in

one of Europe’s leading clean room settings. However, we are

also bringing our I&A tools closer to customers by investing

in new demonstration suites in growing markets in Asia, key

centres in the US, and our primary regional office in Germany.

Service as a driver of growth

and marginopportunity

Service is playing an increasingly important role in our ability

to drive high-margin revenue growth, and this will remain a key

focus area in FY27. Service revenue now accounts for 18.8%

of Group revenue, up from 15.9% in FY23, prior to the launch of

our customer-first strategy, as we seek to improve customer

experience by delivering support that is faster, more capable

and more locally responsive. Service initiatives under way

include upskilling employees to support a wider range of

systems, improving availability of parts and loan/exchange

units, and beginning to introduce local repair centres, as well as

adopting new systems to track targets and drive improvements.

The provision of service in commercial settings, where

product uptime and rapid issue resolution are critically

important to high-volume manufacturers, has been a key

focus area in the year. We are now able to offer a higher

level of service on a contracted basis for key commercial

customers, providing 24/7 on-site support for large, complex

installations. Globally, tailored packages now allow

customers to choose the elements of service which add most

value for them, ranging from preventative maintenance to

rapid response on-siterepairs.

This targeted focus on delivering first-class customer service

has supported a 7.7% uplift in service orders year on year,

with scope for further growth in FY27, with standardised

reporting highlighting opportunities for improvement across

regions, and improved mapping of our installed base

supporting increased opportunities to target warranty sales.

Building an operational excellence culture

Our operational excellence programme – OpEx30 – is

a fundamental component of our strategy. It is not only

aimed at impacting near-term financial performance, but

also as a catalyst for transforming the culture of Oxford

Instruments to one of disciplined, data-driven execution.

Firstdeployedatour Belfast site in 2024, the programme

has expanded to all our major UK sites, with impressive

results. In Belfast, we have seen a 60% increase in camera

productivity and a 30% reduction in customer repair times. In

Severn Beach, we have achieved a 40%+ reduction in build

time for one of our atomic layer deposition systems, the

Plasma Pro ASP. The programme is staffed by a mix of highly

experienced operations leaders and key talent at an earlier

stage in their careers. We now have a body of experience

and lessons learned enabling us to accelerate the impact of

the programme in new sites.

A beneficiary will be our compound semiconductor facility

in Severn Beach, where our experience of made-to-order

configuration processes in our NanoScience business has

direct relevance, as we strengthen our production capabilities

and supply chain to address current and futuregrowth.

Chief Executive Officer’s review continued

A new customer demonstration centre in Seoul enables us to

showcase our technology in person

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Strategic sourcing

A strategic approach to managing our supply chain has

become even more important in the context of geopolitical

uncertainty, inflationary headwinds, and a step change

in growth trajectory in our AT business. Led by our Chief

Operating Officer and the global sourcing team, we have

been very active in ensuring greater resilience in our supply

chain to support future growth through dual sourcing,

strategic supplier relationships, and long-term inventory

planning. We continue to work to mitigate this risk in line with

our overall risk appetite. The work carried out to mitigate

the impacts of geopolitical uncertainty, including rare earth

supply challenges, has delivered lasting benefits, in terms

of long-term expansion of the supply base and improved

commercials for our UK manufacturing sites Separately, the

team’s forward planning for universally required components

for I&A improved security of supply and avoided £1m of

inflationary cost.

So far, the current energy crisis has not had a material impact

on our cost base, with energy costs typically representing

less than 1% of revenue at our UK sites, which have the

highest energy consumption in the Group, and which will

benefit from hedged pricing contracts over the next six to 12

months. However, we will expect to see second order impacts

filter into our supply chain. Where we have faced inflationary

pressures, we have worked to secure the best deals we can,

and have found sources of value in taking a more global

approach to sourcing, moving on from a legacy of individual

business units making individual buying decisions. During

FY26 the sourcing team has generated a £1m annual saving

and improved service by consolidating logistics partners.

Looking forward, our procurement and engineering teams are

working closely together to drive forward a value engineering

agenda, designing out cost and complexity from key product

lines, positively impacting product contribution margins.

Significant savings have been achieved on new product

launches: most notably, c.£7k per unit was shaved from the

cost of components for a recent product launch, generating a

5%+ gross margin improvement versus near-final designs and

thereby enabling a competitively priced market position.

Sustained commitment to innovation and R&D

Innovation remains at the heart of Oxford Instruments.

Recognising that our differentiated technology is a key

source of strength for Oxford Instruments, we have invested

almost £40m in R&D in FY26, representing 8.8% revenue

(2025: 8.7%). We are also proud of our academic heritage and

the continued strong links we have into academia around

the world, which help to ensure we are at the forefront of

new analytical techniques and new applications for our

technology. In I&A, our long-term growth has come from

delivering the best products in the world, but also from

making these products more accessible to less expert users

in both academic and commercial settings, significantly

expanding our addressable market. Today, our R&D priorities

for this division include continuing to develop our highly

regarded software interface to encompass our full analytical

suite of tools, providing greater functionality and ease of

use. We are also investing in incorporating AI further into our

products, accelerating analysis and decision making for our

customers. We continue to successfully bring new products

to market, with a particular focus on our camera portfolio,

where we are incorporating new sensor technologies and

software tools to ensure we remain leaders in this area.

Recognising the significant opportunities in semiconductors

for our I&A division, as well as AT, we are also investing more

to adapt our tools to fit seamlessly into high-volume chip

manufacturing environments.

In AT, we work closely with our customers to understand

future market needs and ensure we have a product

development roadmap in place to meet them. High-volume

manufacturing customers in particular want confidence

not only that we can meet their requirements today, but

that we can grow and innovate with them to support their

growth plans. A clear example is the need to ensure our

equipment can continue to accommodate larger wafer

sizes, as customers seek to drive economies of scale. We are

committed to working with our customers over the long term

and are ensuring we are allocating sufficient capital to R&D in

these areas.

We have launched a number of new products in I&A, while

in AT's compound semiconductor business we have created

new and improved processes and semiconductor ‘recipes’

to maintain our leading edge and support our customers’

roadmaps. Developments across both divisions are covered

in more detail in the divisional overviews below.

The principles of maintaining and developing new leading-

edge capabilities, combined with increasing ease of use, are

common to the whole Group’s R&D programme.

Given our strong net cash position, and the opportunities for

long-term growth in both divisions, we plan to incrementally

increase our cash investment in R&D in FY27, to capture more

of our growth opportunities, recognising that innovation is a

key organic growth engine for Oxford Instruments. Key areas

of focus include:

• adapting our metrology equipment to better suit a

semiconductor production environment, and supporting

our customers to move to larger wafer sizes,

• broadening the scope of our software and integrating

further AI capabilities; and

• refreshing our camera lines and exploring further

OEMintegration.

Chief Executive Officer’s review continued

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Progress on medium-term goals

In 2024 we set out our key medium-term financial goals:

• Organic revenue growth of 5–8% CAGR

• Adjusted operating margin improvement to 20%+

• Cash conversion of over 85%

• Continuing to invest in growth, including 8–9% on R&D

• Strong return on capital employed (30%+)

• Selective acquisitions bringing complementary capabilities

As set out above, we are investing in R&D aligned to our

target range of 8–9% of revenue. Our adjusted operating

profit margin continues to improve, from 16.4% in FY25 to

18.2% in FY26, supported by the divestment of NanoScience,

restructuring in our cameras business, and a greater focus

on operational excellence. Despite the 130bps of currency

headwinds since 2024, we remain confident in our

medium-term margin goal of 20%.

This reflects the benefit of the actions taken in Belfast,

supply chain and operational efficiency initiatives, and

the operating leverage benefit expected from a growing

AT division, for which we are now guiding to a margin

range of 12–15%, up from the 10–12% set out in 2024.

Cash conversion also remains high at 89% for FY26 and

has averaged 85% over the last three years. We remain

confident that average cash conversion over the medium

term will be at or above our goal of 85%.

Challenging trading in Q1 of FY26, together with currency

headwinds in recent years, has meant revenue growth since

FY24 has been below our target range on a reported basis,

and this is reflected in our FY23 to FY26 compound annual

growth rate (CAGR) of 3.4%. However, with a return to growth

in I&A in H2 of FY26, and a very strong order book in AT, we

remain confident in our medium-term organic revenue CAGR

goal of 5%–8%.

Our return on capital employed (ROCE) goal is to deliver above

30%. Excluding NanoScience, we delivered a reported ROCE

of 28.2%. Given the progress being made, and the expected

future growth profile of the business, we still expect to see an

average ROCE above 30% over the medium term, even with

our additional organic investment plans.

The outcomes we have achieved in such a challenging

yearreinforce our confidence in our ability to achieve

thesemid-term targets.

Disciplined capital allocation

With £94.0m net cash at the end of the year, our balance

sheet is strong, providing us with resilience and the flexibility to

invest to drive future returns. As anticipated, cash conversion

was strong in H2, with full-year cash conversion at 89%, and

free cash flow is anticipated to accelerate through FY27,

as the business grows, restructuring costs fall away, and

following the cessation of contributions to our defined benefit

pension scheme.

Our primary capital allocation priorities remain as follows:

• Organic investment, encompassing:

– R&D, to which we remain committed to investing

8%–9% of revenue; and

– capital investment in organic growth opportunities,

where the basis for investment is increased returns,

rather than simply maintaining the capital base.

We see a number of growth investment opportunities in

FY27 in both I&A and AT, and we plan to allocate more

capital to these next year.

• Dividend: our dividend programme, through which we

are returning £13.0m to shareholders in FY26. Subject to

ratification by shareholders at the Annual General Meeting,

we intend to increase the dividend by 6.3% to 23.6p per

share, reflecting our confidence in long-term growth.

Strong progress on Group medium-term actions

Medium-term target FY24 FY26 Future

Revenue growth 5–8% organic growth CAGR

3-year CAGR

12.1%

3-year CAGR

(3.4%)

Life science recovery

Commercial investments

Service growth

Group margin 20%+ 17.1% 18.2%

AT growth – operating leverage

Belfast return to growth

Service revenues

ROCE >30% 29.1% 28.2%*

Steps back to range with profit growth

Focus for future investments

Cash conversion >85% 64% 89%

Improvements in working capital

Pension buy out

Investment in R&D 8–9% revenue invested 8.3% 8.8%

Periodic investing in additional growth opportunities

M&A Selective M&A

Acquired

First Light Imaging

and FemtoTools

Disposal of

NanoScience

Disciplined approach to opportunities, ensuring

they meet investment thresholds

* Ex NanoScience

Chief Executive Officer’s review continued

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• M&A: After allocating free cash flow to organic investment

and dividends, any remainder will be considered for

allocation to inorganic growth and margin opportunities.

We continue to actively review M&A opportunities, primarily

focused on our I&A division. However, we are disciplined in

our approach to assessing these opportunities to ensure

they provide clear strategic advantages and meet our

investment returns threshold.

• Additional capital returns to shareholders: We will

consider additional capital returns via further share buy

backs if surplus capital remains once the three avenues

above have been explored.

Since successfully executing two smaller acquisitions, First

Light Imaging and FemtoTools in 2024, we have considered

capital returns as delivering greater value to shareholders.

We announced the company’s first buyback programme

in June 2025 for £50m and extended it further to £100m in

November. Over the course of the year, we deployed £62.2m

of capital to share buybacks, and will continue to execute on

this programme into FY27.

Positioned in structurally growing markets

We remain confident in the structural growth potential of our

three primary markets: materials analysis, semiconductors

and healthcare & life science.

Materials analysis, which remains our largest market

segment at £178m revenue, rebounded from the disruption

of H1 to achieve strong order growth up 5.5% OCC in H2,

demonstrating broad-based demand for our capabilities.

Full-year orders were broadly in line with the prior year.

Here, customers use our technology to understand, test and

improve the properties of materials across a wide range of

markets, from the development and analysis of advanced,

structural and energy-efficient materials including metals,

alloys and polymers, through the production life cycle to

quality control, in areas such as automotive and food.

Environmental applications such as geology and

microplastics analysis are also reported in this segment.

Revenue growth in materials analysis applications has

lagged orders, down 4.4% OCC year on year following the

tariff and US academia-related disruption of Q1, but with a

strong recovery in H2 following the pattern of order intake.

We have delivered strong order growth in semiconductors,

up 28.1% CC. This was largely driven by the 28% CC

order intake growth in our AT compound semiconductor

business; however, we also achieved 12.7% OCC growth in

I&A semiconductor orders. As semiconductor design and

manufacture reshoring programmes take place, customers

are increasingly using our Imaging & Analysis metrology tools

for quality control in final assembly, among other tasks.

In Advanced Technologies, our strategy is to focus

on multiple areas of potential demand across data

communications, augmented reality, power electronics and

quantum. In FY26 this has underpinned strong orders and a

growing pipeline as our expertise generates demand from

our target volume manufacturers, notably resulting from the

following developments:

• The full capacity build-out in response to growth in

generative AI applications and the associated demand

for data, which requires a step change in the performance

and cost-effective manufacturing of data communication

devices with laser optics.

• The evaluation of future power chip requirements using

gallium nitride for data centres, electric vehicles and next

generation consumer electronic devices, as customers test

the technology in a production setting ahead of scaling.

• Corporate R&D to test cost-effective volume manufacturing

potential of augmented reality glasses.

With our longstanding expertise, we are well placed to

address the current demand for new material science to

support the development of the properties of compounds

on semiconductors. As well as advancing our customers’

capabilities in these and other areas, we play a vital role in

supporting efficient and robust wafer production, enabling

the cost of each wafer to be reduced.

For further detail on compound semiconductor market

dynamics, see the Advanced Technologies divisional

overview on pages 20 to 23.

Revenue for the semiconductor segment was £136m, 62%

of which was generated by AT, and 38% by I&A. H2 saw

significant growth in both divisions; however, the timing

of order receipt in AT, and the lead times associated with

the increasing number of orders for volume production,

combined with the Q1 tariff disruption in I&A, has led to a

lag in receipt of revenue, with full-year revenue down 3.3%

at constant currency versus prior year, again tracking order

intake patterns.

The early signs of recovery in Healthcare & Life Science

signalled at half year have continued into the remainder of

the year, with 7.5% OCC order growth in H2 in the Imaging &

Analysis division as a whole and 12% OCC order growth in

our Belfast cameras and microscopy facility, as well as an

increasing use of our atomic force microscopy equipment in

this market. Healthcare & Life Science revenue was broadly

level at £71.6m, down 0.9% OCC year on year, with £73.9m of

orders giving a full-year book to bill of 1.03, reflecting positive

momentum into FY27.

Other markets represent £37m of revenue, of which the

largest portion stems from quantum applications across

both divisions.

Chief Executive Officer’s review continued

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Chief Executive Officer’s review continued

Imaging

& Analysis

The Imaging & Analysis (I&A) division develops and

manufactures microscopes, scientific cameras,

analytical instruments and bespoke software, with

manufacturing bases in the UK (High Wycombe and

Belfast), Europe (Aix-en-Provence, Ulm and Zurich)

and the USA (Santa Barbara).

Orders

£317.3m

(2025: £318.6m)

Revenue

£314.7m

(2025: £330.5m)

Key highlights

Imaging & Analysis 2026 2025

growth OCC growth

Order intake £317.3m £318.6m (0.4%) +1.3%

Revenue £314.7m £330.5m (4.8%) (3.0%)

Adjusted operating profit

£70.9m £73.2m (3.1%) +2.3%

Adjusted operating profit margin

22.5% 22.1% 40bps

OCC adjusted

operating margin 23.3% 22.1% +120bps

Statutory operating profit £59.0m £37.8m

Statutory operating margin 18.7% 11.4%

1 FY25 restated to classify NanoScience as a discontinued operation.

2 For definition refer to note above.

3 Details of adjusting items can be found in Note 2 to the financial statements.

The I&A division brings together the Group’s extensive capabilities in imaging and

analysis, where we offer highly sophisticated, but relatively small-scale scientific

instruments, paired with bespoke software, to a wide range of customers from academic

research institutions to commercial R&D teams and volume manufacturers. The division

generates strong margins and runs on a shorter order cycle than our Advanced

Technologies division, where we typically sell larger scale capital equipment with

longerlead times and structurally lower, albeit growing, margins.

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Imaging & Analysis market dynamics

We have a strong divisional presence in each of our three main

markets: materials analysis, semiconductors and healthcare

& life science. The primary drivers of each are set out in

'Positioned in structurally growing markets' above.

Divisional performance in materials analysis was resilient,

with a strong rebound from H1disruption into H2, to end the

year with orders broadly flat, down 0.5% CC and revenue down

3.4% OCC.

Demand for semiconductor-related applications was strong,

with orders growing by 12.7% OCC, while revenue was down

0.9% OCC against a strong prior year comparator.

Weare able to showcase our metrology capabilities to an

increasing range of volume manufacturing customers via our

compound semiconductor facility in Severn Beach, where we

have installed a full range of Imaging & Analysis products in

our state-of-the-art cleanroom, which is aiding conversion of

prospects to orders.

Following early signs of order stabilisation over the past two

reporting periods, the healthcare & life science segment has

returned to order growth in H2.

We saw sustained order momentum from the start of the

second half, ending H2 7.5% OCC up versus prior year and

with a 29% uplift in system sales for BC43, our flagship

confocal microscope. Healthcare & life science revenue

was0.9% OCC behind prior year.

Our increasing exposure to commercial customers has

enhanced the resilience of the division, with growth in

commercial R&D orders of 18% year-on-year more than

offsetting a reduction in pure academic demand.

Increasing traction with commercial customers has also

underpinned our strong recovery in China, where divisional

orders were up 14% CC year on year following our pivot to

new sources of funding.

Strategic and operational progress

As set out earlier in this review, the start of the year was

disrupted by tariffs and uncertainty in US academic funding,

resulting in a slower order flow and lower revenue in H1.

However, the actions we have taken to restore order growth

and manage costs, combined with the underlying strength of

our market positions, and improving markets, enabled us to

deliver a strong recovery in the second half, as anticipated.

At the start of the year, we accelerated the progress of our

‘Made in China’ project, through which we now manufacture

some of our detectors through a supply chain partner in

China. This has helped to protect market share for these

products, which are not strategically sensitive, in the context

of increased appetite for locally produced products. We

have also shifted production of some of our atomic force

microscopes from Santa Barbara in California to Ulm in

Germany, and moved some nanoindentation production

from Zurich in Switzerland to our High Wycombe base. Both

of these initiatives, completed in the second half of the year,

have increased flexibility for customers as well as helping us

achieve operational efficiencies, fulfilling the order book at pace.

Our swift actions in the face of US federal budget uncertainty,

pivoting to new funding markets, primarily in commercial

settings, have contributed to our resilient performance.

As detailed in ‘Recovering cameras and microscopy business’

above, our Belfast facility has been a further key focus area

this year. Here, our OpEx programme continues to deliver

increased productivity and quality and, more timely delivery

to customers and significant inroads into repair backlogs.

Progress on our OEM strategy is also encouraging, with a

key OEM partner returning to Oxford Instruments from a

competitor, an important framework order for cameras won

with a large manufacturer, and discussions under way with a

number of existingpartners.

Chief Executive Officer’s review continued

We showcase our Imaging & Analysis metrology products at

our Severn Beach facility

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However, significant work and relationship building is

required to achieve our full potential, and OEM partnerships

willcontinue to be a primary focus area for FY27.

Continued investment in innovation is central to our growth

plans fro I&A. New launches this year include:

New launches in Imaging & Analysis this year include:

• an easier-to-use extension to our atomic force microscopy

range, which delivers excellent capabilities at a more

attractive price point relevant for certain customer types,

extending our market reach; this has been well received

by customers, supporting strong early order intake

and broadening our addressable market among both

academic and commercial users;

• a significantly updated benchtop nuclear magnetic

resonance instrument which has enabled us to regain

technology leadership in the space;

• a new in operando high-speed nanoindenter suited to

industrial settings rather than lab conditions, developed by

our team in Zurich who joined as part of the acquisition of

FemtoTools in 2024;

• a new suite of high-speed, high-resolution, visible light

and UV scientific cameras created by the team that joined

Oxford Instruments as part of the acquisition of First Light

Imaging in 2024; and

• a refreshed core Raman microscope line with a

groundbreaking new spectrometer, which together offer

customers greater speed, ease-of-use and flexibility in

obtaining research-grade results.

Across the year’s launches, customer feedback and early

order patterns reinforce our confidence in the commercial

relevance of our innovation pipeline.

We were delighted to be awarded the Institute of Physics’

Business Innovation of the Year award for our revolutionary

Unity detector, which combines backscatter electron

microscopy with X-ray to create detailed analysis of samples

at a scale and pace not previously feasible.

We have also made good progress with the development of

new products to be launched in FY27, including an extension

to our range of scientific cameras, as set out in ‘Sustained

commitment to innovation and R&D’ above.

Chief Executive Officer’s review continued

In August 2025 we shipped our first 'Made in China' XPlore detector to a customer in China

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Chief Executive Officer’s review continued

Advanced

Technologies

The Advanced Technologies division develops and

manufactures compound semiconductor fabrication

capital equipment (Severn Beach, UK), and

X-ray tubes (Scotts Valley,USA).

Orders

£133.1m

(2025: £104.8m)

Revenue

£108.5m

(2025: £112.9m)

Key highlights

Advanced Technologies 2026 2025

growth CC growth

Order intake £133.1m £104.8m 27% 28.1%

Revenue £108.5m £112.9m (3.9%) (3.2%)

Adjusted operating profit

£2.8m £6.3m (55.6%) (47.6%)

Adjusted operating profit margin

2.6% 5.6% (300bps)

Operating profit margin OCC

3.0% 5.6% (260bps)

Statutory operating profit/(loss) £1.5m £0.7m

Statutory operating margin 1.4% 0.6%

1 FY25 restated to reclassify NanoScience business as a discontinued operation.

2 For definition refer to note on page 3.

3 Details of adjusting items can be found in Note 2 to the financial statements.

The Advanced Technologies division has a different profile from Imaging & Analysis,

primarily selling much lower product volumes of larger-scale complex capital

equipment for the compound semiconductor market. Our compound semiconductor

business represents more than 90% of the division’s revenue, with the remainder in

oursmall components business specialising in X-ray tubes.

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Oxford Instruments plc

Annual Report 2026

Compound semiconductor market dynamics

The market is currently in a phase of strong growth,

driven primarily by surging demand for high-performance

electronics in applications such as the hyperscale data

centres needed to support growth in AI. Additionally, the

shift toward electrification and renewable energy systems

is accelerating adoption, as these materials enable smaller,

faster, and more energy efficient power devices compared

with traditional silicon.

Market insight from Yole Group indicates that the size of

the overall semiconductor capital equipment market is c.

$130bn with a CAGR of 10–12%. Compound semiconductor,

which represents the majority of AT’s business and therefore

the majority of Oxford Instruments’ activity at Group level,

accounts for c. $10bn of that figure, growing rapidly and with

an expanding number of applications.

Our own current positive momentum is underpinned by our

expertise in, and our strategic focus on, select key markets

with strong opportunity, such as power, datacomms, micro

LED and augmented reality, where we know we can add

value through our leading technology and partnerships with

our customers.

As major semiconductor manufacturers ramp up production

optoelectronics applications for data centres to support AI

applications, our differentiated capabilities are attracting

an increasing portfolio of reference customers, who use our

equipment to fabricate laser transceivers. These include a

significant and ongoing partnership with global advanced

chips manufacturer Coherent Corp. to support its 6” indium

phosphide fab ramp for AI data centres in Europe and the US,

with several orders placed in FY26.

Post year-end, the business received a significant long-term

purchase agreement from a US customer for a number of

large, fully automated etch and deposition systems to be

delivered over the latter part of FY27 and into FY28, aligned

with the customer’s fab build out. This order exemplifies the

shift we have made from a relatively small-scale academic

R&D specialist to become a strategic partner of many of the

world’s leading technology companies. The growing demand

for our capabilities is testament to over 40 years of specialist

expertise which have enabled us to develop market-leading

capabilities in our chosen niches.

We have also been chosen by a leading provider of

optoelectronic components to install a number of large, fully

automated etch and deposition systems as it rolls out new

manufacturing capacity to support the need for high-speed

data transceivers. With existing customers, we see three

primary drivers for sustained engagement:

• repeat orders to support capacity requirements, where we

are the process of record;

• the opportunity to cross sell, both in terms of processes for

next-generation devices and for ‘commodity’ applications,

where production cost is key; and

• the capacity of our new facility which allows us offer highly

competitive lead times on occasions where this makes a

material impact on our ability to win orders.

Gallium nitride (GaN) power electronics applications, which

enable customers to increase power and drive efficiency

in applications including onboard automotive chargers,

consumer devices and AI servers, are a further focus area

for the business. With this market in the positioning stage,

we continue to see strong customer interest in piloting and

validating applications for future production.

Micro LED is a further future growth area, currently in a

corporate research stage as customers explore the feasibility

of future consumer technology. Advances in process

technology are enabling more cost-effective manufacturing

of micro LEDs which is critical for market adoption and

unlocking new end market applications, such as display

applications where high brightness and small emitter size are

required. We are already working with globally recognised

customers to advance their technology roadmaps for products

such as augmented reality glasses, in applications including

meta lenses, wireless charging and 3D sensors. We received

a £10m micro LED order from a single customer in FY26,

marking the business’s largest ever order to that point

(superseded since by the major multi-year optoelectronics

order for data centres referenced above).

We also continue to play a role in the transition of quantum

technology from academic research to corporate R&D,

providing products and applications to support the

fabrication of qubits, and the acceleration of capabilities

in quantum sensing and quantum communications. We

recently won a significant order from Rigetti to supply

atomic layer etch capabilities to its dedicated quantum

fab in California.

The silicon carbide market remains weak globally. However,

we continue to be active in the sector, and are focusing on

applications that enable next-generation devices, winning

asmall number of orders in the period.

Across our process portfolio, the combination of our deep

expertise in our chosen niches, and the differing life cycle

stage of each technology ramp, provides us with strong

growth opportunities stretching well into the medium term,

and protection against overconcentration on a single market

area. Demand indicators are very positive, with a record

pipeline of qualified compound semiconductor opportunities

even after accounting for the significant order growth in FY26,

and growing visibility of customers’ fab ramp roadmaps.

Chief Executive Officer’s review continued

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Strategic and operational progress

As set out in ‘NanoScience successfully divested’ above, we

divested our Oxford-based quantum-focused business at

the beginning of January 2026. This strategic divestment

crystallised the value of the business following its return to

profitability and, as intended, will enable us to devote full

management focus to maximising the division’s opportunity

for profitable growth amid tailwinds in the compound

semiconductor market.

We also completed the move to our new compound

semiconductor site during the year, giving us scope to

increase capacity by 3x versus our legacy site at Yatton, in

North Somerset. Following the transfer of tools via a phased

programme over the summer of 2025, the Yatton site was

sold in early September for £4.8m.

We are now focusing on maximising the benefits of our ISO

5-standard cleanroom and increased production capacity

as we prepare to execute on our order book for FY27.

Our new cleanroom dramatically increases our ability to

demonstrate our IP and capability in a ‘customer-equivalent’

fab environment which improves our success rate in

orderconversion.

We continue to generate efficiencies by streamlining our

product portfolio. More than 90% of system orders (up from

75% in FY25) were generated from sales of three core platforms

– Plasma Pro, IonBeam and ALD (atomic layer deposition) –

with modular assembly carried out in dedicated bays. The

production of fully automated and larger production systems

has grown significantly as a proportion of overall system orders

year on year, supporting our strategy of growing our reach

within compound semiconductor production markets.

A team from our OpEx programme has been embedded at

the site since January 2026 to support the business’ growth

trajectory. The first phase of the programme has focused on:

• optimising clean room planning, prioritisation and

operational execution;

• optimising front end operations in sales and engineering;

• improving sales, inventory and operational planning; and

• streamlining manufacturing operations by implementing

lean methodologies and more modular builds.

Addressing these areas will support improved scheduling of

production which is now feasible given our increased order

book visibility, as well as helping to ensure that we extract

full value from the new clean room. Good initial progress

has been made, exemplified by a doubling of demonstration

forecast visibility, ensuring that the most impactful

demonstrations are prioritised, and a 40% reduction in build

time on Plasma Pro ASP systems. A second phase of the

programme is now getting under way.

Chief Executive Officer’s review continued

Our new state-of-the-art Severn Beach facility is optimised to facilitate growth

Governance Financial Statements

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Annual Report 2026

Strategic ReportOverview

Customer service is an important contributor to our current

and future growth, with service contracts increasingly sold

alongside systems (including, this year, our largest ever

service contract at €1.4m). The business has achieved

34% year-on-year growth in service orders as we work to

support the 24/7 uptime requirements of our high-volume

production customers, including the introduction of a higher

level of service whereby customers can have a dedicated

representative embedded on site for all service needs.

As part of our commitment to maximising our customers’ use

of our technology, we have opened a dedicated technical

training suite at Severn Beach, where customers can pursue

in-depth hands-on training covering system operation,

process optimisation, troubleshooting, and maintenance.

Positive impact and progress to net zero

Our products support a range of positive outcomes

across our chosen market segments. Environmental

examples include the contribution made by our compound

semiconductor solutions to the development of more

power-efficient data centres, as global demand for data

grows ever larger; and the use of our materials analysis tools

and software to facilitate the creation and optimisation of

more sustainable materials, reducing the need to use finite

resources. Elsewhere, our imaging and equipment and

software are used by customers to research and develop

improved treatments for cancer and other diseases. We are

committed to running our own operations sustainably and

supporting the wellbeing and career development of

our employees.

Following last year’s Science Based Targets initiative

(SBTi) validation of our ambitious net zero targets and the

publication of our transition plan, in FY26 we have focused

on putting our plans into action. We are making good

progress, with a 25% year-on-year reduction in Scope 1

and 2 emissions versus our 2024 baseline, and positive

engagement with suppliers as we begin to address our

Scope 3 emissions. We were pleased to achieve a B rating

again in CDP’s climate change assessment, reflecting our

commitment and action in this area, and also to have our

supplier engagement recognised by CDP with an A- rating.

The talented teams driving our progress

My thanks, and those of the whole Board, go to our talented

and committed teams around the world. In a year of

significant external disruption, combined with structural

and operational changes within the business, they have

maintained focus throughout, responding with flexibility, pace

and creativity to support our customers and each other. I am

extremely proud and privileged to work with such exceptional

people, and grateful for their ongoing commitment as we

work together toachieve Oxford Instruments’ full potential.

Our second externally benchmarked global employee

survey, carried out in April and May of 2026, saw Oxford

Instruments achieve a ‘One to Watch' rating from Best

Companies, recognising that this is a good place to work.

Wewill continue to build on our progress to ensure that

Oxford Instruments remains a rewarding environment in

which to build a fulfilling career.

Summary and outlook

Strong strategic progress and an effective response to

market headwinds led to a good full-year performance,

despite significant disruption in the first half. This is down to

a combination of the agility and hard work of my colleagues

and the continuing structural demand for our market-leading

solutions, across a diversified portfolio.

Management initiatives in Imaging & Analysis, particularly

within our Belfast-based imaging business, where we

restructured the cost base and sharpened our product focus,

drove a stronger second-half performance. The division

enters the year ahead well positioned, benefiting from

organic investment and good strategic progress.

In Advanced Technologies, our updated strategy, market-

leading compound semiconductor technology and

commercial focus have generated a record orderbook,

providing revenue visibility in FY27 and into FY28. We are

focused on executing this significant opportunity to drive

sustainable profitable growth.

Whilst the macroeconomic and geopolitical environment

remains uncertain, we are making clear progress against

the strategy set out in 2024 and remain well positioned

in structurally growing markets, supported by increased

investment in innovation, operational excellence and

our people.

With a strong order book, a robust balance sheet and clear

priorities, we are confident in our ability to deliver attractive

sustainable growth and value for all our stakeholders inthe

new financial year and beyond.

RICHARD TYSON

Chief Executive Officer

8 June 2026

Chief Executive Officer’s review continued

Governance Financial Statements

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Annual Report 2026

Strategic ReportOverview

Investment case

Exceptional technology

and software in

attractive structural

growth markets

Our leading technology and customer-centric, focused

market strategy provide a strong platform from which

to deliver sustainable growth, margin expansion and

enhanced shareholder returns.

This platform is now translating into a clear inflection point in Advanced

Technologies, where exceptionally strong order intake underpins

confidence in near-term delivery, alongside a sustained, structurally

attractive growth opportunity in Imaging & Analysis, driven by

increasing customer demand and expandingapplications.

Further details on pages 11 to 23

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Investment case continued

Strong financial profile

supports investment in

growth and innovation

• Improved cash flows and

disciplined capital allocation

(see page 46) have

strengthened our net cash

position, providing strong

optionality

• Cash-generative growth

and our strong balance

sheet support investment in

growth and innovation and a

progressive dividend policy

• Strong ROCE of 28.2%

(2024/25:25.9%)

• Well invested, supporting

operational gearing from

capacity utilisation, new

product development (8–9%

pa), investment in talent and

selected, value-accretive

acquisitions

Clear opportunities to

accelerate growth and

enhance margins

• Enhancing margins through

driving and leveraging

growth, operational

transformation and

efficiencies, and generating

synergies from simplification

and standardisation (see CEO

review, pages 11 to 23)

• Strong order book and

pipeline provide a positive

underpin for continuedgrowth

• Attractive opportunities to

accelerate growth through

existing product portfolio,

new product pipeline,

enhanced sales and

servicing, and selective M&A

£94.0m

net cash at year end FY26

8.0%

OCC order intake growth

reflects strong demand

Aligned to powerful

global megatrends

driving sustainable

long-term growth

• Our clear purpose to

accelerate the breakthroughs

that create a brighter future

for our world is well aligned

with global megatrends (see

pages 26 and 27)

• Our technologies and services

help customers to:

– sustainably power an

increasingly digital world

with the advent of AI;

– accelerate the electrification

of global infrastructure and

economies; and

– develop new and enhanced

medical treatments for an

ageing population.

Exceptional technologies

and unique expertise

provide high value add to

customers

• Our differentiated solutions

enable customers to

accelerate meeting their

objectives

• We have a competitive

advantage across a broad

base, spanning all scientific

disciplines

• An outstanding team with

deep expertise in scientific

research and application

engineering

Leading positions in

key structural growth

markets,across the

production life cycle

• Market leaders across

three key structural growth

markets responding to global

megatrends: materials

analysis, semiconductors,

and healthcare & life science

(together representing c.92%

ofrevenues)

• Diverse commercial and

academic customer base

spanning the world’s leading

companies and scientific

research communities,

across North America,

Europe and Asia

• Unique ability to leverage

insights from research stage

through to commercial

production

$US2.3tn

Record levels of global

investment in the energy

transition alone in 2025

8.8%

revenue invested in R&D

inFY26

90%+

revenue generated from

three core structural

growthmarkets

Source: Bloomberg NEF https://about.bnef.com.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Digitisation: AI and automation

driving explosion in demand

for data

Energy transition: the push for

electrification and efficiency

Global health: addressing the

needs of an ageing population

Artificial intelligence is reshaping the world

by accelerating innovation, productivity and

decision-making across industries, driving

sustained investment in computing, connectivity

and energy efficiency as the demand for

data grows exponentially. Companies and

countries allover the world are investing in

hyperscale data centres to fulfil ever-increasing

infrastructure requirements.

US$650bn projected

capex investment in AI-related

infrastructure in 2026

The role we play

The build-out of AI data centre is accelerating

demand for high-speed, energy-efficient optical

interconnects using compound semiconductors.

Our advanced fabrication and analysis

capabilities support customers deploying indium

phosphide-based optical devices for today's

data centres and testing gallium nitride power

solutions for the data centres of tomorrow.

Megatrends shaping

our market positioning

Electrification and power efficiency are central

to the global energy transition, reshaping how

energy is generated, distributed and consumed.

The ongoing shift from fossil fuels to electricity,

needed to reduce emissions and improve

resilience to geopolitical pressures, is driving

sustained investment in power electronics, grids,

renewable solutions, storage and advanced

materials worldwide across all sectors.

$US2tn IEA estimate of

annual investment in clean energy,

electrification and efficiency

The role we play

Advanced materials analysis is key to both the

development and the production of energy

efficient materials and the efficient deployment

of renewable energy sources. Our analytical

tools play an important role at the forefront of

technological developments, enabling customers

to test and optimise nanoscale properties at

every stage of R&D and into production.

Population ageing is reshaping global healthcare

demand, increasing the prevalence of chronic

disease and placing sustained pressure on health

systems. Meeting these needs requires earlier

diagnosis, more personalised and efficient care,

and continued investment in medical technology,

life sciences and innovation to improve outcomes

and quality of life worldwide.

US$250bn OECD

member spend on health-related

research and development

The role we play

Our imaging & analysis tools and bespoke

software accelerate research into the health

needs of an ageing population by enabling

rapid acquisition and interpretation of high

resolution biomedical and pharmaceutical data

samples in both academic and commercial

laboratory settings.

Link to end market:

Materials analysis Semiconductor Healthcare & life science

Link to end market: Link to end market: Link to end market:

Market review

Oxford Instruments is closely

aligned with powerful global

megatrends that are reshaping

technology, energy and

healthcare markets.

These long-term forces are

driving sustained demand for

solutions in our three chosen

end markets: materials

analysis, semiconductor and

healthcare & life science.

Our balanced portfolio

positions us to respond at pace

to strong growth drivers, such

as the current demand for

data centres, while providing

resilience to changes of pace

and focus.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Current position and

competitive landscape

The structurally strong materials analysis

market accounts for the majority of Imaging

& Analysis revenue. As a market leader, we

are focused on targeting our solutions to

drive market penetration with commercial

customers, with continued sustainable growth.

Key drivers

• Supporting advanced material

development and sustainability progress

• Improving performance from finite

resources

• Increasing complexity driving need for

precision at a smaller scale

Market opportunity

Continued growth in Materials Analysis

will be driven by requirements in materials

optimisation and sustainability across a

broad spectrum of end-use applications. We

are increasingly leveraging market insights

from our strong existing position in academia

to support commercialapplications.

Current position and

competitive landscape

Demand in semiconductor end markets has

been exceptionally strong in recent periods.

We have a strong and growing presence

across the development life cycle and our

target use cases, from R&D to commercial

application and production environments.

Key drivers

• Growth in demand for data driven by AI

• Supporting growth in bandwidth and

connectivity, faster devices, power efficiency,

augmented reality and quantum technology

• Enabling development of new compound

semiconductors

Market opportunity

We have leading semiconductor capabilities

across both Imaging & Analysis and

Advanced Technologies, with expertise

in fabrication, process development and

quality control driving strong growth.

Digitisation provides opportunities across

the development and production life cycle,

particularly with commercial customers.

Current position and

competitive landscape

While there have been market headwinds in

recent years, including OEM destocking and

funding uncertainties, we are well positioned

in a structurally growing market and focused

on developing our portfolio and maintaining

strong relationships with key customers.

Key drivers

• Personalising medicine & therapies and

caring for an ageing population

• Improving treatments & vaccines, whilst

reducing the cost of development

• Well positioned in our main markets and

strong geographic position

Market opportunity

The medium-term prospects for our end

markets are exciting; with our leading

products and technologies and globally

diverse competitive position, we are well

placed to take advantage of opportunities

in the future. We have worked to enhance

operational efficiencies and are able to pivot

to areas of opportunity as they arise.

% of Group revenue in 2026

42%

% of Group revenue in 2026

32%

% of Group revenue in 2026

17%

primary

end markets

Revenue by market

Materials analysis £178.2m

Semiconductor £136.3m

Healthcare & life science £71.6m

Other markets, including £37.1m

quantum

Focusing

on our

three core

markets

Materials analysis Semiconductor Healthcare & life science

Market review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Explore Develop Produce and test

Accelerating the breakthroughs that

create a brighter future for our world

We add value across the research and commercial production life cycle:

Our market-leading technology and expertise enable

academic researchers and scientists to make new

breakthroughs across all areas of fundamental

research, providing the underpin to our global reach

and longstanding reputation for innovation.

Our key enabling technologies and solutions cut

the time from discovery to real world progress, and

by leveraging our market insights from the academic

research stage, our technology is used to develop

new products for commercial applications.

Our products support the commercialisation of

technology, addressing today’s manufacturing

challenges and helping an increasing number of

volume production customers to increase their

productivity.

Academia provides a resilient global

market with diversified funding

Attracting commercial R&D spend

as we support customers to

develop new products

Our biggest opportunity area as

we extend our reach into the much

larger production market

Find out more on pages 11 to 23 Find out more on pages 11 to 23Find out more on pages 11 to 23

Our business model

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

in FY26

74%

of Group revenue

in FY26

96%

of Group profit

We offer a range

of detectors for use with

electron microscopes

Imaging & Analysis

Capabilities:

• Microscopy

• Analysis tools for microscopy

• Scientific cameras

• Specialist software

The division brings together similar

smaller-scale imaging & analysis

equipment and analytical software tools,

which are high margin products with a

common operating framework, routes to

market and customer base.

Markets served

• Academia & research

• Industrial R&D

• High volume manufacturing

Routes to market

Direct to end users

– Via global sales & service

organisation

Subsystem OEM partnerships

– Deep integration with leading

instrument OEMs

– Platform influence & scale

Value creation

• High market share in core niches

• Strong voice of customer

• Software led differentiation

• Recurring life cycle revenues

Outcomes

• Balanced growth

• Resilient, repeatable revenue

• Continuous innovation driven by

customer insight

Working through two divisions:

Our business model continued

Find out more on pages 17 to 19

Manufacturing sites in the UK, France, Germany, Switzerland and the US

Governance Financial Statements

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Annual Report 2026

Strategic ReportOverview

Advanced Technologies

Capabilities:

• Compound semiconductor etch and

deposition equipment

• X-ray tubes

The division includes low volume, longer

lead time, complex and larger scale

systems in distinct specialist markets,

with different customer bases and

growthdrivers.

Markets served

• Semiconductor manufacturers in the

consumer technology supply chain

• Corporate R&D

• Academic institutions

Routes to market

Direct to industrial customers

– Engagement at process definition

stage

– Close collaboration with device

manufacturers

Direct to academia

– Partnerships and consortia

with universities and research

institution, including nationally and

internationally funded initiatives

Selective regional channel partners

– Targeted local support where

appropriate

Value creation

• Deep process expertise

• High switching costs

• Long equipment life cycles

• Repeat revenue from service

andupgrades

Outcomes

• Exposure to structural growth in

compound semiconductors

• Strong order visibility

• Sustainable long-term value creation

Manufacturing sites in the UK and US

Our business model continued

in FY26

74%

of Group revenue

in FY26

of Group profit

We are

increasingly

supplying

large automated

systems for production

manufacturing

Find out more on pages 20 to 23

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Operating across three key structural

growth end markets:

Delivering value and

positive outcomes

Our business model continued

Market overview on pages 26 and 27

How the group creates value

• Recurring revenues from service, upgrades and consumables

• Reinvestment of customer insight into innovation

• Operational leverage from global footprint

Outcomes

• Resilient and diversified revenue base

• Strong order visibility and life cycle economics

• Exposure to structural growth, led by compound semiconductors

• Sustainable long-term value creation for stakeholders

Materials analysis

Semiconductors

Healthcare & life science

The health and resilience of our chosen end markets has played a critical role in

our strong performance.

We believe our strong position in these end markets, along with their structural

growth drivers, will continue to create value for our customers and present

significant opportunities for sustainable growth.

Our global footprint, with operations in 23 countries across Europe, Asia

and the Americas, provides excellent reach and resilience to changing

international dynamics.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Creating value for our stakeholders

Our business model continued

For our customers

We develop strong, long-standing relationships

with our customers, understanding their needs,

challenges and opportunities. Our technology

and scientific expertise enable our customers

to discover and bring to market exciting new

advances that drive human progress.

For our people

Our culture reflects our values – we are

committed to creating the best possible

working environment for our employees,

enabling them to build rewarding careers

in an exciting, purpose-driven organisation.

For our shareholders

Our leading technology and customer-centric,

focused market strategy provide a strong

platform from which to deliver cash-generative,

sustainable growth, margin expansion and

enhanced shareholder returns.

For our planet

Sustainability is central to Oxford Instruments.

Our solutions support advances that address

global challenges. while our commitment to

responsible operations underpins long-term

value creation for customers, communities

and the environment.

25%

reduction in Scope 1 and 2

emissions versus our 2024 baseline

24,294

training courses undertaken by our

teams to expand their knowledge

percentage points year-on-year

uplift in average NPS score

£75.2m

returned to shareholders in FY26

through buyback and dividend

Group outcomes in FY26

Revenue

£423.2m

(3.0%) at organic constant currency

Adjusted operating profit

£73.7m

(1.6%) at organic constant currency

Adjusted EPS

100.7p

2025: 109.1p

Return on capital employed

28.2%

How we invest our capital:

Organic cash investment with

R&D of £39.2m and capital

expenditure of £7.4m

£62.2m allocated to share buyback

in FY26

Shareholder distributions with

proposed full-year dividend

payments of £13.0m

Balance sheet flexibility for organic

growth and inorganic opportunities

with net cash of £94.0m

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Our strategy for growth

Strong

foundations

maximise

growth

opportunity

Two years into the delivery of our strategy, the positive impacts of

the changes we've made are clear, with foundations now in place

forstrong medium-term growth.

Restructured and more customer focused, Oxford Instruments today is a

fundamentally simpler, stronger and more cohesive organisation, better

equippedtorespond to structural growth in our chosen markets.

Further details on pages 33 to 38

Deliver strong

growth through

‘customer first’

Ways of Working

Deliver a step

change in

operational

performance

Simplify the

organisation

Significant

investment in

new technology

and products

Embed our values

and Ways of Working

Reach net zero in

our own operations

by 2030

Deliver strong growth

through ‘customer first’

Ways of Working

demonstration centres globally

Progress in 2025/26

• Shifted accountability for sales and

service fully into our regional teams

• Expanded our manufacturing footprint,

enabling customers in China and

Europe to buy locally made products

(see page 18)

• Created new demonstration centres

in Seoul and Taiwan, increasing our

ability to show customers our products

in action

• Grew service orders by 8% through

increased collaboration and sharing

ofbest practice across regions

(see page 37)

Focus for 2026/27

• Ongoing investment in improved

customer journeys, including increasing

opportunities for customers to

experience our products at first hand

during the buying process through

further demonstration hubs

• Increasing the availability of in-region

servicing and repairs

• Further mapping of our installed base

to offer targeted support for customers

Strategy in action

New demonstration centres in Seoul

and Taiwan take global total to 11, giving

customers more opportunities to see our

products in action

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Our strategy for growth continued

40%

reduction in build time for Plasma Pro

ASP atomic layer deposition system

Progress in 2025/26

• Enhanced profitability of Belfast

product lines through quality

improvements, the discontinuation

of a limited number of products, and

improved inventory management (see

page 12)

• Improved resource planning and

introduced effective production

performance management at High

Wycombe and Severn Beach

• Early outcomes of Group-wide

strategic sourcing programme

delivered £1m logistics savings and

margin improvements on new products

Focus for 2026/27

• Continued operational improvement

programme at Severn Beach to

support future growth trajectory,

focused on clean room operational

execution, and improved sales

inventory and operations planning

• Invest in improvements at our Belfast

production facility, including a new

cleanroom layout

Strategy in action

Standardisation of a key capital equipment

product for compound semiconductor

customers has delivered a significant

reduction in build time

Deliver a step change in

operational performance

(delivery, quality, efficiency)

Progress in 2025/26

• Improved the customer journey through

our new, clearer regional operating

model (see page 13), bringing sales

closer to customers

• Integrated the Imaging & Analysis

division under a single leadership team

with a shared innovation roadmap

• Created a new EMEAI operating

region, bringing teams for Europe, the

Middle East and India under a single

leadership team with a shared strategy

• Centralised key functions including

Finance, HR, Legal and IT to share best

practice and ensure strong governance

Focus for 2026/27

• Fully embed operating model changes

through ongoing change management

• Continue to simplify and streamline

business processes, including

deploying AI agents with appropriate

human oversight and governance

• Increase cross-training of sales and

service colleagues

Strategy in action

New focused approach to EMEAI

operating region has facilitated

10.4% order growth in FY26

Simplify the organisation, increasing

collaboration and accountability

+10.4%

Constant currency order growth in new

EMEAI region in FY26

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Our strategy for growth continued

Progress in 2025/26

• Successful product launches in atomic

force microscopy, nuclear magnetic

resonance, Raman and scientific

cameras retain Imaging & Analysis’

leading edge (see pages 17 to 19)

• Advanced Technologies’ state-of-

the-art cleanroom fully installed and

operating close to capacity

• Advances in semiconductor processing

capabilities support rapid order growth

from commercial customers (see

pages 20 to 23)

Focus for 2026/27

• Additional investment in key initiatives,

including supporting semiconductor

customers to move to larger wafer

sizes, updating our scientific camera

portfolio and widening the scope of our

well-regarded software

• Deliver effective launches for key new

Imaging & Analysis products

• Work with compound semiconductor

customers to hone new processes to

improve their productivity

Strategy in action

Awarded Business Innovation of the

Year by the Institute of Physics for our

ground-breaking Unity detector

Continue to invest in new technology

and products, protecting and

enhancing our core strengths

Progress in 2025/26

• Increased focus on effective people

management using Best Companies’

personalised feedback tool

• Successfully addressed external

headwinds through improved

collaboration across product lines

and regions

• Leadership conference held for c.75

leaders to equip them with the skills

to role model and embed Ways of

Working

• Ways of Working reinforced at local

level through workshops and visual

prompts

Focus for 2026/27

• Continued emphasis on collaboration

and clarity as we embed our new

operating model

• Improved awareness and adoption of

Ways of Working at all levels of the

organisation

• Target improvements to Best

Companies score as evidence

of improved engagement

Strategy in action

We achieved a 'One to Watch' rating from

Best Companies in our 2026 employee

survey, reflecting our position as a good

place to work

Embed our values and

Ways of Working so that they

are lived every day

'One to Watch'

rating from Best Companies

Business

Innovation

of the Year

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Our strategy for growth continued

Progress in 2025/26

• 25% reduction in Scope 1 and 2

emissions versus 2024 baseline, taking

us closer to our medium-term (2030)

emissions reduction targets

• Oil-fired boiler replaced at Tubney

Woods and plans fully scoped for

gas boiler replacements at two of

ourUK sites

• Scope 3 emissions reduction pathway

improved through engagement with

top suppliers

• Carbon footprinting carried out on two

representative products to inform our

approach to design and procurement

Focus for 2026/27

• Full scoping of solution to abate

process emissions at our Severn Beach

compound semiconductor facility

• Transitioning more of our global sites

torenewable electricity

• External verification of our

emissionsdata

Strategy in action

We were delighted to achieve an ‘A-'

score from CDP for our approach to

supplier engagement

Reach net zero in our own operations

by 2030 and contribute to global

sustainability through our products

A-

CDP supplier engagement score for 2025

“ Our strategic priorities underpin

every choice we make, from

day-to-day decision making

to the long-term planning

shaping our future.”

RICHARD TYSON

Chief Executive Officer

Read more in the CEO statement on pages 11 to 23

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

At Oxford Instruments, our reputation for innovation

and pushing scientific boundaries has been our USP

for many years. As we grow our business, we are

determined to make first-class customer service a

keypositive differentiator too.

In FY26, we have made significant progress in bringing

our service teams closer to customers, delivering

support that is faster, more capable and more locally

responsive. In China, for example, we have invested

in growing our capabilities, upskilling colleagues to

support a wider range of systems, and implementing

service support through WeChat to engage with

customers in real time. We have strengthened

technical support, improved availability of parts, and

introduced local repair centres, reducing repair times in

some instances from as long as two months to just 10

days. In the US, too, we have adopted new systems to

track service targets and target improvements.

Customers are feeling the positive impact, particularly

in commercial settings where product uptime and

rapid issue resolution are critically important to

maintaining high production volumes. Our capabilities

now extend to a ‘white glove’ platinum service,

providing on-site support 24/7 to key production

customers with large, complex installations.

Globally, tailored packages now allow customers to

choose the elements of service which add most value

for them, ranging from preventative maintenance to

rapid response on-site repairs.

This targeted focus on customer service has supported

an 8% uplift in service orders at constant currency. And

there is scope to grow more in FY27, with standardised

reporting highlighting opportunities for improvement

across regions, and improved mapping of our installed

base supporting increased opportunities for service

contracts, upgrades and new system sales. A further

project is under way to extend local repairs, reducing the

need to return products to manufacturing sites.

Spotlight

Our strategy for growth continued

Improvement in average NPS for

service and install year on year

+8 points

Global service

order growth

+8%

A transformative shift in our approach to customer service is beginning to generate

tangible positive outcomes for customers, and supporting the positioning of service

as a driver of growth.

Getting closer to

our customers

Further details on pages 11 to 23

Link to strategy:

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Our ISO5 and ISO6-certified clean room is key to our

ability to grow. It is here that our cutting-edge compound

semiconductor fabrication technology is developed and

refined to enable innovations in datacommunications,

augmented and virtual reality, and quantum technology.

Our plasma equipment is used to etch and deposit with

atomic-level precision the critical layers of semiconductor

devices which define their capabilities, ranging from light

transmission to improved power efficiency.

Demonstrations performed in the clean room are an

important differentiator and proof point for these critical

layer processes, enabling us to work directly with existing

and new customers to showcase our capabilities, test

repeatability and hone performance. Several of the

world’s largest technology companies have entrusted

us with their samples as we collaborate with them to

accelerate their progress.

And it’s not just our plasma technology which is

showcased at Severn Beach. The clean room is also

equipped with an extensive range of Oxford Instruments’

latest imaging and analysis solutions, including Raman

and atomic force microscopy systems and detectors for

electron microscopy.

With market tailwinds underpinning strong demand, it

is crucial that we use the clean room as effectively as

possible. This has been a key focus of our operational

excellence programme over the past year, working

with the clean room team on improved sales, inventory

and operations planning (SIOP) to support effective

prioritisation and maximise uptime. Optimisation will

continue into FY27 to ensure that the clean room can

support increasing numbers of demonstrations as more

and more commercial customers seek out our expertise.

Spotlight

With growing demand for our compound semiconductor solutions, particularly

among volume manufacturing customers, we’re reaping the benefits of the

significant investment made in our new facility at Severn Beach.

State-of-the-art clean room

at the heart of growth

Our strategy for growth continued

Further details on pages 20 to 23

Link to strategy:

Order growth

in FY26

28%

Production and test

customers as % of orders

53%

Read more at plasma.oxinst.com

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

The Group uses a

range of measures to

monitor progress against

its strategic plans

Measuring our performance

Our goal through our financial KPIs is to deliver shareholder returns through profitable,

sustainable growth and strong cash conversion and efficient use of capital.

The Group uses a range of measures to monitor progress against its strategic plans.

The key performance indicators are presented here.

Key performance indicators

Revenue growth (%)

(3.0%) organic constant currency

Why we measure: To drive profitable, sustainable growth

through the implementation of our strategy against its

strategicplans.

Progress: A challenging Q1 FY26 and currency headwinds

have meant revenue has been below our target range on

a reported basis. With a return to growth in CAGR I&A and

a very strong order book in AT, we remain confident in our

ability to deliver medium-term organic revenue growth.

Alignment to remuneration

and strategic priorities:

(3.0%)

5.8%

25/26

24/25

23/24

Adjusted earnings per share (EPS) growth (%)

(7.7%)

Why we measure: To achieve long-term growth in EPS.

Progress: Adjusted earnings per share decreased by 7.7% in

FY26, reflecting the fall in operating profit partially offset by a

lower tax charge versus the prior year.

Alignment to remuneration

and strategic priorities:

(10.9%)

(3.3%)

3.1%

25/26

24/25

23/24

Financial KPIs

Key to alignment with remuneration

and strategic priorities

Deliver strong growth

through ‘customer first’

Ways of Working

Deliver a step change in

operational performance

Simplify the

organisation

Significant investment

in new technology

and products

Embed our values and

Ways of Working

Reach net zero in our

own operations by 2030

6.5%

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Return on capital employed (ROCE) (%)

28.2%

Why we measure: To deliver ROCE in excess of our

cost ofcapital.

Progress: ROCE is currently below our target range; however

with the expected future growth profile of the business, we

expect to see average ROCE above 30% over the medium

term, even with our additional organic investment plans.

Alignment to remuneration

and strategic priorities:

28.2%

29.1%

27.1%

25/26

24/25

23/24

Cash flow conversion (%)*

89%

Why we measure: To maintain a strong operating cash

conversion ratio and high level of free cash flow.

Progress: Free cash flow generation has been resilient in

FY26 and we continue to generate strong operating cash flow

conversion. We remain confident that average cash conversion

over the medium term will be at or above our goal of 85%.

Alignment to remuneration

and strategic priorities:

89%

64%

25/26

24/25

23/24

102%

Key performance indicators continued

Adjusted operating profit margin (%)

17.4% reported

Why we measure: To assess progress towards our target

of 20%+ adjusted operating profit margin.

Progress: Group margin continues to progress towards our

target of 20%+ see page 15 despite the currency headwinds

since 2024 which have impacted reported margin, and we

remain confident in our medium-term margin goal of 20%.

Alignment to remuneration

and strategic priorities:

17.4%

17.1%

17.9%

25/26

24/25

23/24

Financial KPIs continued

8.8%

8.3%

8.7%

25/26

24/25

23/24

Investment in R&D (%)

8.8%

What we measure: Investment in R&D as a percentage

ofrevenue.

Why we measure: To measure the effectiveness of our

R&Dprogrammes.

Progress: We continue to invest in R&D aligned to our target

range of 8–9% of revenue, recognising that our differentiated

technology is a key source of strength for Oxford Instruments.

Alignment to remuneration

and strategic priorities:

Strategic KPIs

* Normalised.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Key performance indicators continued

Employee engagement

'One to Watch'

rating awarded by Best Companies 2026

2024: 'One to Watch'

What we measure: Employee engagement through the

externally benchmarked Best Companies survey.

Why we measure: To assess employee engagement

via a recognised external benchmark and identify

areas of focus.

Progress: We have maintained 'One to Watch' status for a

second time, reflecting that Oxford Instruments is a good

place to work.

Alignment to remuneration

and strategic priorities:

25/26

23/24

22/23

Serious injuries (#)

What we measure: Rate of serious injuries to employees

forongoing businesses.

Why we measure: To measure the impact of our safety

drive,Push for Zero, to reduce accidents.

Serious injuries are defined as those which are reportable

under RIDDOR (Reporting of Injuries, Diseases and

Dangerous Occurrences Regulation) and are measured as

anabsolutenumber.

Progress: Following a number of years with no serious

accidents, we have recorded two accidents requiring seven

or more days of absence from work; we remain committed

to driving global safety standards through our 'Push for

Zero'initiative.

Alignment to remuneration

and strategic priorities:

Non-financial KPIs

3,485

3,599*

25/26

24/25

23/24

Absolute carbon emissions (Scope 1 and 2) tCO

3,485

What we measure: Market-based carbon emissions from

ourown operations, Scope 1 and 2, measured using the

GreenHouseGas Protocol methodology.

Why we measure: To track our progress towards our Scope 1

and 2 2030 net zero target.

Progress: We have reduced market-based Scope 1 and 2

carbon emissions by 25% versus our 2024 baseline.

Alignment to remuneration

and strategic priorities:

Strategic KPIs continued

4,677*

12.71

13.23*

25/26

24/25

23/24

Carbon emissions intensity (tCO

e per £m revenue)

12.71

What we measure: Carbon intensity = Absolute location-

based carbon emissions/Revenue.

Why we measure: To track our progress towards our

Scope 1 and 2 2030 net zero target.

Progress: We have achieved a 4% reduction in carbon

intensity in FY26.

Alignment to remuneration

and strategic priorities:

12.56*

* Adjusted figure following rebaselining in 2026; please see pages 47 to 51.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Finance review

“ After a challenging start to FY26, we

have seen performance progressively

return to growth during the year,

with strong margins in our Imaging

& Analysis division and a step

change in order book for our

Advanced Technologies division.

Free cash flow generation has

been resilient, with continued

strong operating cash

flowconversion.”

PAUL FRY

Chief Financial Officer

A strong performance

against a challenging

backdrop

Orders

£450.4m

(2025: £423.4m)

Revenue

£423.2m

(2025: £443.4m)

Adjusted operating profit

£73.7m

(2025: £79.5m)

Statutory profit before tax

£58.5m

(2025: £38.2m)

Adjusted operating margin

17.4%

(2025: 17.9%)

Dividend per share

23.6p

(2025: 22.2p)

At a glance

Net cash

£94.0m

(2025: £84.4m)

Cash conversion

89%

(2025: 102%)

Further details on pages 43 to 50

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Finance review continued

In the year to 31 March 2026 the Group completed the

disposal of its NanoScience business. The FY25 and FY26

financial statements have been re-presented to reflect

the classification of the NanoScience business as a

discontinuedoperation.

All growth rates described in the text of this review are organic

constant currency (OCC) measures unless otherwise stated.

All tables are labelled accordingly.

The Financial review includes a mixture of reported IFRS

measures and alternative performance measures (APMs)

which have been derived from our reported results to provide

a useful basis for measuring our operational performance.

Movements in revenue and adjusted operating profit are

given on an organic constant currency (OCC) basis so that the

assessment of performance is not distorted by acquisitions,

disposals and movements in exchange rates. Note 2 provides

further information on APMs and how they reconcile to

reported IFRS measures.

Challenging macro backdrop

As we reported in our Interim statement in November, the

first half of FY26 proved a very challenging period driven

byretrenchment in academic spending and broader

geopolitical uncertainty.

However, order intake has recovered well in the second half,

with overall order intake up +14.1% in H2 and up +8.0% for the

full year on an OCC basis.

Order intake by end customer

FY26

£’m

FY25

£'m Change %

CC change

Academia 187.3 208.9 (10.3) (9.0)

Commercial 263.1 214.5 22.7 +25.4

Total 450.4 423.4 +6.4 +8.4

1 FY25 restated to reclassify NanoScience business as a discontinued

operation.

We began the year with uncertainty in academic funding,

especially in the US, accentuated by new tariffs and trade

barriers. Academia has continued to be a headwind to order

growth in FY26. US academia, which accounted for 11% of all

orders, saw order intake for the year fall 11.2%, and academia

outside of the US by 8.1%. This decline was more than offset

by strong demand from commercial customers, growing

25.4% over the prior year, mainly related to semiconductor

applications and positively impacting both our divisions.

Order intake by end market segment

FY26

£’m

FY25

£'m Change %

CC change

Materials analysis 176.0 176.8 (0.5) +1.6

Healthcare &

life sciences 73.9 75.6 (2.2) +0.3

Semiconductors 165.7 131.5 26.0 +28.0

Other 34.8 39.5 (11.9) (10.4)

Total 450.4 423.4 +6.4 +8.4

1 FY25 restated to reclassify NanoScience business as a discontinued

operation.

The materials analysis market continues to be Oxford

Instruments' largest source of new orders, at around 39%

of the total. Order intake remained robust for the full year,

growing +1.6% on the prior year, with growth of +5.5% in the

second half following a difficult start to the year characterised

by tariffs and by supply constraints for rare earth materials

used in magnets. Whilst the second half benefited from a less

volatile geopolitical backdrop, the quick and effective action

from our engineering and supply chain teams to adapt to this

new paradigm was impressive.

Semiconductors made up around 37% of new order intake

in FY26, with strong growth in both our Imaging & Analysis

(I&A) +13.7% and Advanced Technologies (AT) +37.3% divisions.

Both divisions have benefited from the current AI data centre

growth cycle, with strong orders for analysis tools and chip

production equipment, which has been especially strong in H2.

This semiconductor growth has come largely from commercial

R&D and commercial high volume chip manufacturers, which

together have driven commercial order intake up from 51% of

the Group in FY25 to 58% in FY26.

Financial highlights

FY25

£'m

Acquisitions

£'m

OCC

£'m

FY26

£'m

OCC change

Change

Order intake 423.4 (8.7) 2.0 33.7 450.4 +8.0 +6.4

Revenue 443.4 (8.1) 1.4 (13.5) 423.2 (3.1) (4.6)

Adjusted operating profit 79.5 (4.6) 0.1 (1.3) 73.7 (1.6) (7.3)

Adjusted operating margin 17.9% 18.2% 17.4% +30 bps (50) bps

1 FY25 restated to reclassify NanoScience business as a discontinued operation.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Healthcare & life science order intake has seen declines over recent years as a result of a tough market backdrop and reduced

competitiveness in our Belfast-based cameras and microscopy business. Whilst we have not seen declines in this segment

demand has remained subdued, with our focus being on growing market share through an improved OEM commercial offering

and new products.

Imaging & Analysis return to growth, maintaining strong margins

Imaging and Analysis division performance

FY25

FX Acquisitions OCC FY26 OCC change Change

Order intake 318.6 ( 7.6) 2.0 4.3 317.3 +1.3% (0.4%)

Revenue 330.5 (7.3) 1.4 (9.9) 314.7 (3.0%) (4.8%)

Adjusted operating profit 73.2 (4.1) 0.1 1.7 70.9 2.4% (3.1%)

Adjusted operating margin 22.1% 23.3% 22.5% +120 bps +40 bps

1 FY25 restated to reclassify NanoScience business as a discontinued operation.

Order momentum has steadily returned to Imaging & Analysis

(I&A) over the course of the year. First quarter orders were

down (11.4%) on the prior year, but a consistently improving

picture quarter on quarter resulted in H2 order intake growth

+8.4% above the prior year, a growth of +1.3% for the full year.

Growth in H2 has come from the division’s core materials

analysis market, but it is also benefiting from growth in the

semiconductor sector, with full year order intake up +13.7% in

this segment.

Revenue growth has naturally lagged order growth, but H2

showed a return to revenue growth, up 1.9% on the prior year,

with a greater than normal concentration of shipping in the last

quarter, accentuated by rare earth constraints from earlier in

the year being resolved. Overall reported revenue declined by

(4.8%), and by (3.0%) on an organic constant currency basis.

Whilst revenue declined, gross margins progressed versus

the prior year. Reported operating margins increased 40 basis

points versus the prior year, and were up 120 basis points on

an OCC basis. Our restructuring of the Belfast cameras and

microscopy business has been a significant contributor to this

margin performance, delivering approximately £5m of cost

reduction versus FY25.

With second half order and revenue momentum, a divisional

book-to-bill ratio of around 1.0, and recovery in the camera

and microscopy business, we expect to deliver low single digit

revenue growth in FY27, being mindful also of macroeconomic

backdrop, which remainsuncertain.

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Accelerating demand for compound semiconductors has

driven a transformation in the AT order book. The first half of the

year saw order growth of +25.3% versus the prior year, helping

to replenish the order book, pushing the September (P6) order

book 6.8% above FY25. Second half orders have continued to

build, growing +30.2% versus the prior year, with the March (P12)

order book closing 25% ahead of last year.

A further large order received post-year end builds further

confidence for FY27 and is supportive to our medium-term

outlook for the AT business.

Around two thirds of FY26 order intake has been driven by

commercial customer demand, predominantly for volume

production equipment, with the remainder from academia. The

main applications for equipment have been optical switching

for data centres (InP) and augmented and virtual reality (uLED

or lens etchings), with orders in both cases growing over 200%

versus the prior year, and continued growth in the opportunity

pipeline. We continue to also ensure the business is well

positioned for future growth for both GaN and SiC applications.

This order momentum has not materially fed through into

revenue in FY26, with revenue for the division declining 3.2%

versus the prior year. Revenue decline in our X-ray tube

business accounted for most of this, with the semiconductor

equipment business revenue remaining broadly flat.

Conversion to revenue has been slower than expected, with

revenue growth beginning to pull through in late Q4, and

continuing in Q1 FY27. This delay in revenue growth has been

partly driven by the need to replenish orders in H1 before

growing orderbook materially in H2. It is also due to the size

and complexity of the large commercial volume manufacture

systems which are now a feature of the AT orderbook. This

has meant in some cases customer readiness was delayed,

as their facilities were not ready, or there were delays

in production due to supply chain, planning or technical

challenges. The team is rapidly adapting to these new

demands, and we are continuing to invest in capabilities

andour supply chain to support revenue growth in FY27.

Adjusted operating margin for the division has been

impacted by the decline in revenue, increased depreciation

and maintenance costs of Severn Beach (+£2.5m versus

FY25) and changes to our inventory valuation approach

versus the prior year. The result has been lowering divisional

adjusted operating margin to 2.6%, from 5.6% in the prior

year. However, given the strong opening order book, and a

revenue growth of high teens, our expectation is for operating

margins to move significantly forward in FY27.

Focus on cash generation and returns

During FY26 we completed the divestment of the NanoScience

business, which has positively impacted both operating

margins and cash conversion. The restatement of FY25 to

exclude the NanoScience business improved the prior year

adjusted operating profit margin by 150 basis points, from

16.4% to 17.9%.

Reported adjusted operating margin for FY26 was 17.4%.

On an organic constant currency basis operating margins

progressed by a further 30 basis points to 18.2%, due

to restructuring actions taken in Belfast, and improved

grossmargins.

We expect to see continued constant currency margin

progress in FY27, driven by better margins in our cameras and

microscopy business, supported further by a shift of focus to

higher contribution product lines, coupled with a significant

operational leverage benefit from the growth in AT. Reported

margin is expected to remain broadly in line with FY26, as

we absorb an approximately £3.2m FX headwind to adjusted

operating profit (AOP) in FY27. On a constant currency basis

we expect to remain on track to our medium-term operating

margin goal of 20%.

Cash conversion has remained high in FY26, at 89%, with free

cash flow remaining strong despite the reduction in operating

profit versus the prior year. Working capital represented

12.6% of sales, as receivables reached 5% of revenue at

year end due to high shipping levels in the final part of the

year. Despite the decrease in operating profit, free cash

flow was resilient, supported by lower cash tax following

overpayments in prior years. Reducing exceptional costs

and the ceasing of future pension contributions will provide

significant headroom to both increase organic investment in

FY27, and maintain high levels of FCF.

Advanced Technologies division performance

FY25

FX Acquisitions OCC FY26 OCC change Change

Order intake 104.8 (1.1) – 29.4 133.1 +28.1% +27.0%

Revenue 112.9 (0.8) – (3.6) 108.5 (3.2%) (3.9%)

Adjusted operating profit 6.3 (0.5) – (3.0) 2.8 (47.6%) (55.6%)

Adjusted operating margin 5.6% 3.0% 2.6% (260) bps (300) bps

1 FY25 restated to reclassify NanoScience business as a discontinued operation.

Advanced Technology step change in outlook

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Overall net cash increased by 11.4% to £94.0m, following

receipt of proceeds from the sale of NanoScience, and

shareholder returns of £75.2m through dividends and our share

buyback programme. Return on capital employed (ROCE) was

28.2% in the year (FY25: 27.1%), supported by the divestment

of the NanoScience business. The calculation of ROCE is

contained in note 2 to the accounts.

Disciplined capital allocation

We set out our capital allocation priorities in 2025 with

our number one priority being to invest organically to drive

growth and margin opportunities. Investment in R&D at

8%–9% of revenues remains core to our growth plans, and

we have continued to invest at these levels. The growth in

semiconductors presents opportunities in both divisions to

widen our offering for this sector, adapting our current analysis

product set to fit better into a production environment, and

supporting customers with moving towards larger wafer

sizes. We see opportunities to widen the scope of our well-

regarded software interface, and incorporate more AI-based

capabilities, both of which will allow us to reach further

into the commercial user base, and support our customers'

productivity goals. With a return to growth in our cameras

business we are investing to refresh our product lines to drive

greater OEM uptake, and allocating capital expenditure to

upgrade our production suite. As we ramp our production

facility in Severn Beach we will also be looking to invest to

ensure capacity is available for accelerating order growth,

both in terms of resources, but also our supply chain and

inventory levels. Within the next two years both our Belfast

and Severn Beach sites will require significant ERP upgrades

to support growth and margin.

With these priorities we expect to see capital expenditure

increase by £7–8m in FY27, and capitalised R&D to increase

by £3–4m. Expensed R&D is expected to continue at our target

range of 8–9% of revenue. With the continued deployment of

our growth strategy, it is also clear there are opportunities for

significant simplification of the Group’s operating model, with

the priority being in I&A. An historically siloed business model,

coupled with multiple acquisitions, has led to a fragmented

operating model, process and system landscape that makes

pursuing growth and margin together more challenging.

It also complicates the experience for our customers. We

have therefore committed to evaluating a simplified and

standardised trading model for the Group, and supporting a

higher level of automation and data analytics.

As with all organic investments we will apply a disciplined

approach to ensure we are driving incremental returns above

our cost of capital.

Our second capital allocation priority remains our dividend

which we have committed to grow in line with underlying

earnings. The full-year dividend for FY26 will be 23.6p, up

6.3%on last year.

Cash generation in excess of these priorities will either be

deployed against inorganic opportunities, or returned to

shareholders. We continue to actively review potential M&A

opportunities which will enable us to drive growth and/or

margin upside to our plans, with returns in excess of our cost of

capital, but to date we have not identified an opportunity to fit

our disciplined criteria. However, we aim to maintain a strong

balance sheet to ensure we are well positioned in competitive

processes should they arise.

We announced the company’s first buyback programme in

June 2025 of £50m, and a further £50m extension of this in

November 2025. As at the end of March we had completed

£62.2m of the programme and expect to complete the

remainder by the end of the calendar year.

Results summary

FY26 FY25

Change

Reported operating profit £58.0m £37.6m +54.3%

Reported operating margin 13.7% 8.5% +520 bps

Reported profit before tax £58.5m £38.2m +53.1%

Reported basic EPS 84.6p 44.8p +88.8%

Adjusted profit before tax £75.0m £80.7m (7.1%)

Adjusted basic EPS –

continuing operations 100.7p 109.1p (8.4p)

Dividend per share 23.6p 22.2p +6.3%

Net cash £94.0m £84.4m +11.4%

1 FY25 restated to reclassify NanoScience business as a discontinued

operation.

In the year to 31 March 2026 the Group completed the

disposal of its NanoScience business. The FY25 and FY26

financial statements have been re-presented to reflect

the classification of the NanoScience business as a

discontinuedoperation.

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

1. Research and development

The Group has set out as a medium-term goal to spend

between 8% and 9% of revenue on R&D. R&D expenditure

charged to the income statement in FY26 was £37.1m,

equivalent to 8.8% of sales (FY25: £38.7m; 8.7% of sales).

Afurther £2.4m of R&D was capitalised in the period

(FY25:£0.9m).

2. Adjusting items

Adjusted measures are presented alongside statutory results

to support users of the accounts in their understanding of the

Group’s performance from one period to the next, as well as

comparison to other peers in the sector. Further details on

adjusting items relating to continuing operations are provided

in note 2 to the accounts.

Alternative profit measures are adjusted to exclude

amortisation of acquired intangibles and movements in fair

value related to foreign exchange hedging contracts between

reporting periods. We expect to continue to adjust for these

categories of items in FY27.

The following adjustments were also made to operating profit

in FY26:

• costs relating mainly to the restructuring of the I&A division,

including downsizing of the Belfast workforce, a new

organisational model and other leadership changes

• costs and income related to the completion of the move of

our compound semiconductor equipment production from

Yatton to Severn Beach

• costs related to the move of the Group’s defined pension

scheme to an insurance provider (‘buy-in’).

The table below details the adjustments made to statutory

results relating to continuing operations. Adjusting items

related to discontinued operations are set out in Note 12 to

the accounts. Items included as ‘Other’ above relate to non-

cash adjustments arising from the acquisition of First Light

Imaging and FemtoTools.

The adjusting item related to discontinued operations (£6.8m)

represents the post-tax gain on disposal of the NanoScience

business. Details of this calculation are set out in note 13.

3. Taxation

The adjusted tax charge of £17.6m (2025: £17.4m) represents

an effective tax rate of 23.5% (2025: 21.6%). In the prior year

the adjusted tax rate was depressed as a result of prior year

credits, which do not repeat in the current year and therefore

has led to an increase in the effective tax rate. The reported

tax charge of £14.0m (2025: £13.0m) represents a reported

effective tax rate (ETR) of 23.9% (2025: 34%). The decrease

in reported ETR was as a result of a non-tax deductible

impairment charge in FY25 which did not repeat in FY26.

Statutory

results

£'m

Amortisation

£'m

Derivative fair value

movements

£'m

Other adjusting

items

£'m

Adjusted

measure

£'m

Operating profit 58.0 7.3 1.0 7.4 73.7

Profit before tax 58.5 7.3 1.0 8.2 75.0

Tax (14.0) (1.9) (0.3) (1.4) (17.6)

Profit after tax 44.5 5.4 0.7 6.8 57.4

Effective tax rate 23.9% 23.5%

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

The increase from the adjusted tax rate reflects the impact

of prior year adjustments (noted above), a change in the

rate at which the US deferred tax is recognised and also

an increase in the level of disallowances as a result of the

NanoSciencedisposal.

When compared to the prior year the overall tax rate

has reduced, as the prior year was impacted by goodwill

impairment which was not tax deductible.

We expect the adjusted effective tax rate to return to

approximately 24% in FY27. This is a reduction of 1.5% on

previous guidance reflecting increased benefits arising from

our UK patent box arrangements.

Cash tax for the year was £11m (FY25: £19.8m) mainly as a

result of benefiting from overpayments of UK tax in the prior

year which should reduce in FY27.

4. Discontinued operations

The Group disposed of the NanoScience business in January

2026 for a gross consideration of £54.7m, with a net cash

inflow of £42.4m. The consideration is still subject to final

agreement of completion accounts with the buyer. The gain

on disposal was £6.8m, and has been treated as an adjusting

item. The adjusted loss after tax from discontinued operations

was £3.1m. The NanoScience business has been reported

as a discontinued operation in both FY26 and in the FY25

comparator results. It is reported after tax and is therefore

not included in operating profit. As a result of this change

in reporting, the adjusted operating profit margin for FY25

moved from 16.4% in the annual report and accounts last year,

to 17.9% as reported in this year’s, an increase of 150 basis

points. The FY25 reported operating profit margin was similarly

restated from 7.8% to 8.5%.

5. Earnings per share

Adjusted basic earnings per share from continuing operations

decreased by -7.7% to 100.7p (FY25: 109.1.p), reflecting the fall

in operating profit partially offset by a lower tax charge versus

the prior year. The number of undiluted weighted average

shares in issue decreased to 57.0m (FY25: 58.0m) as a result of

the ongoing execution of the share buyback programme.

Reported basic earnings per share increased from 44.8p to

84.6p benefiting from the gain on disposal of the NanoScience

business in FY26, as well as a non-recurrence of the

impairment of the Andor cash generating unit (CGU) inFY25.

6. Currency

The impact of currency on the Group arises predominantly

from transactional effects, as the Group bases the majority

of its production, R&D and central costs in the UK, whereas

revenue is largely denominated in US dollars, euros, and

Japanese yen. Translational impacts can also arise on the

consolidation of overseas company results into sterling.

The Group’s translation and transaction foreign currency

exposure for the FY26 is summarised below. The Group

is most exposed to USD movements as 49% of revenue is

denominated in USD,

£m equivalent Revenue

Adjusted

operating profit

Sterling 38.7 (127.7)

US dollar 206.8 122.8

Euro 115.5 43.6

Japanese yen 41.4 26.1

Chinese renminbi 9.7 0.5

Other 11.1 8.4

423.2 73.7

To mitigate the transactional effects of the movement in

exchange rates the Group implements a rolling hedging

programme against the major currencies it trades in.

The Group aims to have hedged a significant proportion of

expected currency inflows at least 12 months ahead, with

the remainder transacted at spot rates during the year. The

weighted average blend of these hedged rates and spot rates

represents the effective exchange rate at which the Group

transacted currency for the year.

The table below details the effective exchange rate at which

the Group transacted foreign currency and the headwind or

tailwind impact on Group adjusted operating profit:

GBP exchange rate FY26 FY25 % change

AOP impact

versus PY

£’m

US dollar 1.31 1.26 (3.7%) (4.5)

Euro 1.15 1.16 +1.0% 0.4

Japanese yen 192.69 185.13 (4.1%) (1.1)

Other 0.6

Total transactional impact (4.5)

Total translational impact 0.2

Total currency (headwind)/tailwind (4.3)

Over the same period the average spot rate for USD moved

(2.3%), EUR +1.5% and JPY (2.3%).

Taking into account hedged rates for FY27 and currently

prevailing spot rates for the major currencies, the Group

expects a headwind to adjusted operating profit in FY27 of

£3.2m. This includes an assumption of 1.335 as an average

spot rate for the USD. A one cent movement in the GBP to USD

exchange rate would have an approximately £0.6m impact on

adjusted operating profit.

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

7. Capital expenditure

Total expenditure on property, plant and equipment in the

year was £7.4m. Of this £2.9m related to the completion of

the Severn Beach investment, with the site becoming fully

operational in July 2025. A further £1.3m relates to investment

in new property adjacent to our High Wycombe facility,

providing more space options to expand headcount at the

site. The remaining £3.2m relates to general maintenance

and improvement of facilities, including upgrades to the

clean room at our Belfast facility.

8. Working capital

Working capital related to continuing operations increased

in FY26 by £12.1m (FY25: £2.0m), driven by the late timing of

shipments in the year and the higher than normal receivables

balance that resulted. Trade receivables increased by

£20.9m, but were partially offset by increases in payables

and customer deposits. Inventory increased by £1.6m as

the business ramps for stronger growth in FY27, and as we

continue to deploy supply chain risk management plans.

Working capital equated to 12.7% of revenue in FY26

(FY25: 12.8%).

9. Pensions

The Group has a defined benefit pension scheme in the UK

which has been closed to new entrants since 2001 and closed

to future accrual from 2010.

In December 2025, the Trustee of the Scheme completed the

purchase of a bulk annuity policy (buy-in) with Royal London

covering the whole of the Scheme's membership. The bulk

annuity policy is in the name of the Trustee and is an asset

of the Scheme. The purchase price of the bulk annuity policy

was set by Royal London. Following the purchase of the bulk

annuity policy, and in accordance with IAS 19 accounting

standards, the value of the policy as an asset of the Scheme is

set to the same value as the Scheme liabilities covered by the

policy. More information on the accounting of the buy-in can

be found in Note 25 to the accounts.

Following the confirmation of policy pricing the Group ceased

further contributions to the Scheme, and does not expect to

make any contributions in future years. Contributions in FY26

were £5.3m (FY25: £8.7m).

10. Cash generation

The Group ended the year with £94.5m in cash or cash

equivalents (£94.0m net cash). Adjusted cash from operations,

including capital expenditure, was £67.5m (FY25: £75.6m)

and represents a cash conversion of 92% (FY25: 95%). Cash

conversion is calculated as adjusted cash from operations

divided by adjusted operating profit. Excluding capital

expenditure relating to our new semiconductor systems

facility (including the proceeds from Yatton) and the purchase

of property adjacent to our High Wycombe facility, cash

conversion on a normalised basis for continuing operations

was 89% (FY25: 102%). An explanation of how cash conversion

is calculated can be found in note 2 to the accounts.

The reduction in cash from operations was mainly driven by

the reduction in adjusted operating profit versus the prior year

(£5.8m) and the increase in working capital of (£12.1m) as a

result of a higher trade receivables balance resulting from the

timing of shipments late in the year.

Despite the decrease in cash from operations, free cash flow

(FCF) was broadly similar to the prior year (FY26: £41.9m;

FY25: £43.8m), due to a reduction in cash tax following

overpayments in prior years (£9.4m), and proceeds from the

sales of the Yatton site (£4.8m).

In addition to FCF generated by the core business, net cash

proceeds of £42.4m were also received following the disposal

of the NanoScience business. During the year £75.2m of cash

was returned to shareholders through dividend payments

(£13.0m), and the continuation of our share buyback

programme £62.2m. We expect to complete the remaining

£47.8m of the buyback programme in Q3.

The Group maintains an unsecured multi-currency revolving

facility agreement which expires in March 2028, with two

extension options. The facility is supported by four banks and

comprises a euro-denominated multi-currency facility of

€95.0m (£80m) and a US dollar-denominated multi-currency

facility of $150.0m (£116m).

Debt covenants are net debt to EBITDA less than 3.0 times

and EBITDA to interest greater than 4.0 times.

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

11. Dividend

The Group’s policy on the dividend takes into account changes

to underlying earnings, dividend cover, movements in currency

and demands on our cash. The Board remains confident in the

long-term performance of the business and has proposed a

final dividend of 18.2p (FY25: 17.1p) per share. This results in a

total dividend of 23.6p (FY25: 22.2p) per share, growth of 6.3%.

An interim dividend of 5.4p per share was paid on 7 January

2026. The final dividend will be paid, subject to shareholder

approval, on 18 August 2026 to shareholders on the register

as at 10 July 2026.

12. Return on capital employed (ROCE) and

Return on invested capital (ROIC)

ROCE measures effective management of capital employed

relative to the profitability of the business. ROCE is calculated

as adjusted operating profit less amortisation of intangible

assets divided by average capital employed. Average capital

employed is defined as the average of the closing balance

at the current and prior year end. Capital employed for FY25

includes the NanoScience business which was classified

as a discontinued operation during FY26. Average capital

employed for FY26 excludes the NanoScience business.

ROCE has increased to 28.2% versus 27.1% in the prior year.

The Group has a medium-term target to deliver ROCE of

30% or more.

ROIC measures the after-tax return on the total capital

invested in the business. It is calculated as adjusted operating

profit after tax divided by average invested capital. Invested

capital is total equity less net cash, including lease liabilities.

Average invested capital is defined as the average of the

closing balance at the current and prior year end. Average

invested capital for FY25 includes the NanoScience business

which was classified as a discontinued operation during FY26.

Average invested capital for FY26 excludes the NanoScience

business. ROIC for the year was 19.9% (FY25: 20.3%).

Further detail on how ROCE and ROIC are calculated is

contained in note 2 of the accounts.

Forward-looking statements

This document contains certain forward-looking statements.

The forward-looking statements reflect the knowledge and

information available to the company during the preparation

and up to the publication of this document. By their very

nature, these statements depend upon circumstances and

relate to events that may occur in the future, thereby involving

a degree of uncertainty. Therefore, nothing in this document

should be construed as a profit forecast by the company.

PAUL FRY

Chief Financial Officer

8 June 2026

Finance review continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability

Environment

Our products and services have a key role to play in

achieving a more sustainable future. We are committed

to minimising our own impact on the environment,

reflected in our ambitious net zero targets: 2030 in

our own operations, and 2045 across our whole value

chain.

For more information / Pages 53 to 68

Social

Our purpose and values-driven social programme

seeks to uphold our deeply held sense of responsibility

to our employees, the communities we impact, and the

generations to come. We strive to create a safe and

inclusive culture where colleagues can build rewarding

careers, and to be a responsible corporate citizen

everywhere we operate.

For more information / Pages 69 to 75

Governance

We are committed to upholding the highest ethical

standards in all our interactions with our colleagues,

customers, suppliers, and the stakeholders in our wider

network. How we run our business is as important as what

we do. We seek to operate in an inclusive, responsible

and sustainable way, and with integrity at all times.

For more information / Pages 76 to 77

Sustainability is central to

Oxford Instruments, with our

purpose, values, strategy and

products all aligning around the

positive impact we seek to have

on our planet and the societies

in which we operate

Through our products and services, we are

working to accelerate the breakthroughs

that create a brighter future for our world.

And through our commitment to operating

responsibly, in line with our values,

we strive to operate with the highest

standards and integrity.

We take a holistic approach to sustainability, ensuring

that it is embedded throughout the organisation,

from our Board-level Sustainability Committee, joined

by all Board members, to our workforce around

the world. We also seek to embed principles of

sustainability in our interactions with all stakeholders,

including customers, supply chain partners and our

localcommunities.

We are committed to building on past progress and

continuing to challenge ourselves to go further. Our

environmental, social and governance (ESG) strategy

focuses on driving positive action across the following

areas: progress to net zero and environmental

impact; health and safety; investing in our people;

culture and engagement, ethical business practices

and regulatory financial compliance. We set out our

progress throughout this section.

Governance Financial StatementsStrategic ReportOverview

Oxford Instruments plc

Annual Report 2026

Sustainability continued

CDP climate change:

B (2025: B)

S&P:

(77th percentile, up from the 82nd in 2025

putting us in the top 25% of our peer group

of 439 companies for ESG management)

CDP supplier engagement

assessment:

A- (new metric in 2026)

Sustainalytics ESG Risk Rating:

11.5 Low risk

(up from 12.1 in 2025, putting us on the

10th percentile among technology

hardware companies)

ISS:

C (2025: C-) fifth decile

MSCI ESG Ratings:

AA (2025: AA)

Our sustainability ratings

Introduction

We are committed to advancing our

positive progress on sustainability

each year. Following last year’s

SBTi validation of our targets and

the publication of our net zero

transition planning, in FY26, we

have focused on putting our plans

into action. We have carried out

detailed scoping and planning

for the key capital investment

projects which will facilitate the

largest reductions in our Scope 1

and 2 emissions (see page 55) and

deepened our engagement with our

suppliers to better model our Scope

3 reduction pathway. We were

pleased to achieve a B rating again

in CDP’s climate change assessment,

reflecting our commitment and

action in this area, and also to have

our supplier engagement recognised

by CDP with an A- rating.

Health and safety remains a key priority

at all levels of the organisation, and

our performance continues to compare

favourably to industry benchmarks. We

have recorded a small rise in the number of

accidents during the year; we will redouble

our efforts to ensure all our sites are

managed effectively and that all incidents

are reviewed so that lessons can be learned.

We continue to roll out our targeted IOSH-

accredited H&S training programme.

Supporting our colleagues to work and

collaborate effectively, and building a

positive working environment, is fundamental

to our company culture. This year, we have

focused on embedding our Ways of Working

(set out on page 69) with colleagues around

the world, as well as listening to and acting

on feedback from colleagues generated

through the externally benchmarked global

engagement survey carried out in November

2024. A further global survey was carried

out in April and May 2026 (see page 70). We

were pleased to be rated as 'One to Watch',

reflecting that Oxford Instruments is a good

place to work. We will digest the detailed

survey outputs and take action on feedback

over the course of this year.

We believe in fostering career development

at every level of our global organisation.

This year, we ran a second cohort of our

Foundations programme, which supports

high-potential colleagues in their early

career, following last year’s successful

pilot. Three cohorts of our long-running

Leadership programme also benefitted

frombespoke training.

We have continued to embed and

strengthen our compliance training

programme, driving employee

awareness through training and regular

communications. Colleagues completed

6,246 compliance training courses during

calendar year 2025. For more on our people

and governance-centred initiatives, see

pages 69 to 78.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – environment

Strategy and targets

We have committed to reach net zero

(where we add no incremental greenhouse

gases to the atmosphere) across our own

operations (Scopes 1 and 2) by 2030. We

are making good progress, with emissions

down 25% versus our 2024 baseline year.

For Scope 3, we are committed to reducing

our emissions by 25% by 2030. Our carbon

reduction targets were validated by the

Science Based Targets initiative (SBTi) in

2025.

Our plans for how to achieve them

are set out in our net zero transition plan

(see pages 54 to 55). Implementation of our

plan is progressing with a clear glidepath

to hit our 2030 Scope 1 and 2 target. In

common with many other businesses, the

most challenging of our targets is reducing

our Scope 3 emissions, with emissions

from the goods and services we procure

forming the largest part of our Scope 3

footprint (96%). Our Scope 3 emissions have

reduced by 7% since our baseline. We are

currently 831 tCO

e (1%) over our glidepath

to hit our 2030 target. This has led us to

undertake deeper engagement with our

supply chain on their carbon emissions,

asking key suppliers for more details on

both their carbon emissions and their plans

to reducethem.

We are proud of the

role our products

play in supporting

decarbonisation, and

we are committed

to reaching net zero

emissions across our

value chain by 2045

1 https://sciencebasedtargets.org/target-dashboard.

We continue to implement programmes

across the Group to reduce our

environmental impact, including purchasing

100% renewable electricity at our UK sites,

as well as at some international sites. A key

focus of the coming years will be to expand

the purchase of renewable electricity to

more sites.

We are also assessing further opportunities

to self-generate renewable electricity.

Scoping work has been undertaken at all

our UK sites to utilise roof space for solar

developments. We currently generate solar

power from arrays at our sites at Scotts

Valley, Severn Beach and Ulm, generating

348,590 kWh in FY26.

In line with our transition plan, activities to

replace our fossil fuel boilers have continued.

Before the divestment of NanoScience in

January 2026, the oil-fired boilers at this

site were replaced with electric heating,

cutting emissions by 271 tCO

e. Boiler

replacement projects at Belfast and High

Wycombe are fully scoped (see ‘Transition

plan to net zero’ on page 55). The largest

single source of Scope 1 and 2 emissions at

Oxford Instruments is the process emissions

generated by plasma processing at our

semiconductor facility at Severn Beach.

Work has been undertaken this year to better

understand these emissions and gain an

insight into viable abatement technologies.

Development of a technology solution to

these emissions will be progressed in FY27.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – environment continued

Our science-based net zero transition plan

Scope 1

and 2

2024–2030

Near-term target Long-term target

Scope 3

2030–2045

Net zero emissions

across Scopes

1, 2 and 3

by 2045

Establish on-site renewable energy generation,

efficiencies and behavioural changes

Source renewable energy at all our sites where possible

Source renewable energy certificates where

we do not directly purchase energy

Implement abatement

technology for process emissions

Electrify our vehicle fleet

Net zero in

Scope 1 and 2

by 2030

Obtain and understand key suppliers’ emissions data, targets and reduction initiatives

Improve calculation methodology for purchased goods and services data

25% absolute

reduction in

Scope 3 emissions

by 2030

Switch to lower carbon suppliers and logistics products

Educate customers on efficient product usage

Shift to lower carbon modes of transport and travel

Consider lower carbon product design

Grid decarbonisation

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Net zero target and re-baselining

Following the divestment of the NanoScience business, our carbon emissions have reduced

by more than 5%. In line with our re-baselining policy, this has triggered a full re-baselining of

our emissions, with those previously generated by NanoScience removed. This is in line with

the Greenhouse Gas Protocol methodology, as the emissions have not been eliminated from

the environment.

Emissions scope FY24 rebased FY26

% change from

baseline

Target goal

by 2030 Status

Scope 1 2,916 3,011 3% Net zero On target

Scope 2

(market-based)

1,751 474 (73%) Net zero On target

Scope 3 89,226 82,621 (7%) 66,919 (25%

reduction)

On target

Emissions scope

FY24 baseline

rebased FY26

% change from

baseline

Target goal

by 2045 Status

Scope 1, 2 and 3 93,893 86,106 (8%) Net zero On target

Today, our location-based carbon intensity metric for Scopes 1 and 2 stands at 12.71 tonnes

e per £million revenue. This is a decrease from 13.23 tonnes per £million revenue in FY25

This reduction is primarily as a result of a year-on-year reduction in Scope 1 combustion

emissions and fugitive emissions along with a reduction in Scope 2-related emissions.

Transition plan to net zero

In November 2024, we published our net zero transition plan, created in line with the

recommendations of the Transition Plan Taskforce. This key document available on our

website at www.oxinst.com/investors/sustainability/ sets out how we intend to hit our 2030

and 2045 targets. We have already begun our implementation plan.

• Heat decarbonisation – Heating systems are a large contributor to our Scope 1 emissions.

Plans to decarbonise the heating systems at Belfast and High Wycombe by switching from

gas to air source heat pumps are fully scoped and awaiting upgrades to the power network

before they can progress. Both systems will remove the use of natural gas from the sites,

saving a combined 196 tonnes CO

e per year.

• Process emissions – Process emissions have become a significant part of our Scope

1 footprint from the processes at our compound semiconductor facility. A significant

proportion of these gases representing c. 2,761 tonnes CO

e per year can be abated.

Anengineering design is expected to be delivered during FY27.

• Renewable electricity – We purchase renewable electricity contracts at all our UK sites

and three sites internationally. The sites that are currently not on renewable electricity

contracts will be reviewed, with the intention to switch to purchasing renewable electricity,

or to purchase energy attribute certificates to cover their consumption where contracts

are not possible. Moving to renewable electricity will reduce our Scope 2 emissions by

468tonnes CO

e per year.

• Energy efficiency – We have deployed energy efficiency measures such as server room

temperature controls. Server rooms are often over cooled, so increasing the temperature

set point of a server room can reduce energy consumption by circa 9,500 kWh or 1.6

tCO

e/year.

• Fleet – As vehicles in our fleet come up for replacement we will switch from internal

combustion engine vehicles to electric vehicles.

• Facilities portfolio – We will prioritise positive environmental attributes when we are

looking for new sales, services or manufacturing facilities.

• Scope 3 emissions – The largest proportion of our emissions comes from our purchased

goods and services. Work has continued this year to engage with our key suppliers, and

wider supply chain. As well as direct communication with suppliers, new tools have been

deployed to increase engagement. Questionnaires have been used to gain insight into key

suppliers’ carbon emissions and their plans to reduce their own emissions. Where suppliers

have provided good quality data, this will be used to help to improve our carbon footprint

data and project reductions in our own footprint.

Streamlined Energy and Carbon Reporting (SECR)

We have outlined our emissions and energy usage across the whole Group, accounting for

all Oxford Instrument sites.

As mentioned above, we have re-baselined our footprint to reflect

the change in business structure caused by the divestment of NanoScience. Along with the

baseline data, subsequent reporting years have also been amended to reflect the change and

allow comparison.

Sustainability – environment continued

1 Figures have been re-baselined in FY24.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Absolute location-based Scope 1 and 2 emissions decreased

by 6% during the year. This is primarily due to the carbon

associated with the electricity we are using and an

increase in the quantity of self-generated solar electricity

beingconsumed.

Scope 1 emissions have stabilised this year, decreasing

slightly (0.4%). Scope 2 market-based emissions continue

to be lower versus the baseline year (73% reduction) due

to the continued purchase of renewable energy contracts

at all our UK sites and three international sites. When

available and appropriate, further international sites

willbemovedonto renewable energy contracts.

We are also scoping opportunities to develop on-site

electricity self-generation, particularly through solar,

atadditional sites over the medium term.

Purchased renewable electricity has increased by 2%

year on year, driven by increases at High Wycombe,

withadditional staff and resource now working from this

location, and a net increase in consumption as Severn

Beach fully opened and Yatton closed. Following the

closure of Yatton FY27 consumption is projected to reduce

by around 300,000 kWh.

Absolute energy consumed has reduced by 415,087 kWh

from FY25. Part of this reduction followed the completion

of the move to the Severn Beach site and the closure of

the Yatton site, removing any energy from Yatton for the

second half of the year. Further actions to reduce energy

consumption are continuing, and are described on page 55.

We report our location-based emissions and energy intensity

as tonnes CO

e/£m revenue and kWh/£m revenue. Emissions

intensity has reduced by 3.9% this year, while energy intensity

has decreased by 0.33%.

Sustainability – environment continued

GHG emissions (tCO

2026 2025

UK Global (exc. UK) Group total UK Global (exc. UK) Group total

Scope 1 fugitive emissions (tCO

e) 3 – 3 26 0 26

Scope 1 process emissions 2,671 – 2,671 2,692 0 2,692

Scope 1 combustion emissions (tCO

e) 174 74 248 200 104 304

Total Scope 1 (tCO

e) 2,937 74 3,011 2,918 104 3,021

Scope 2 location-based (tCO

e) 1,822 662 2,484 2,082 761 2,844

Scope 2 market-based (tCO

e) 0 474 474 0 578 578

Total Scope 1 + 2 location-based (tCO

e) 4,759 735 5,495 5,000 865 5,865

Total Scope 1 + 2 market-based (tCO

e) 2,937 548 3,485 22,918 681 3,599

Upstream Scope 3 (tCO

e) – – 67,171 – – 63,864

Downstream Scope 3 (tCO

e) – – 15,450 – – 17,365

Total Scope 3 (tCO

e) – – 82,621 – – 81,229

Total Scope 1, 2 & 3 location-based (tCO

e) – – 88,116 – – 87,094

Total Scope 1, 2 & 3 market-based (tCO

e) – – 86,106 – – 84,828

Scope 1 + 2 location-based GHG emissions intensity ratio (per Group turnover) £m – – 12.71 – – 13.23

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Energy consumption (kWh)

2026 2025

UK Global (exc. UK) Group total UK Global (exc. UK) Group total

Total renewable fuels consumption (kWh) 0 0 0 0 0 0

Liquid fuel (diesel, petrol, fuel oil) 17,850 129,969 147,819 82,151 151,926 234,077

Gaseous fuel (natural gas) 926,607 218,631 1,145,238 1,069,404 364,483 1,433,887

Total non-renewable fuels consumption (kWh) 944,457 348,600 1,293,057 1,151,555 516,409 1 ,667,964

Total fuels consumption (kWh) 944,457 348,600 1,293,057 1,151,555 516,409 1 ,667,964

Consumption of purchased or acquired electricity renewable (kWh) 10,295,051 498,305 10,793,357 10,056,750 488,661 10,545,411

Consumption of purchased or acquired electricity non-renewable (kWh) – 1,643,823 1,643,823 - 1,872,295 1,872,295

Consumption of self-generated non-fuel renewable energy (solar) (kWh) 120,518 228,072 348,590 28,867 183,222 212,089

Total electricity consumption (kWh) 10,415,569 2,370,201 12,785,770 10,085,617 2,544,178 12,629,795

Consumption of purchased or acquired heating, steam and cooling non-renewable (kWh) – 32,901 32,901 – 250,034 250,034

Consumption of purchased or acquired heating, steam and cooling renewable (kWh) – 70,650 70,650 – 49,673 49,673

Total renewable energy consumption (kWh) 10,415,569 797,028 11,212,597 10,085,617 721,556 10,807,173

Total non-renewable energy consumption (kWh) 944,457 2,025,324 2,969,782 1,151,555 2,638,738 3,790,293

Total energy consumption (kWh) 11,360,026 2,822,352 14,182,378 11,237,172 3,360,294 14,597,466

% renewable electricity from total electricity 100% 31% 87% 100% 26% 85%

Energy intensity ratio (per Group turnover) £m – – 32,814 – – 32,922

1 This section has been prepared for the reporting period of 1 April 2025 to 31 March 2026. We report on all of the material emission sources in line with an operational control approach method, as required in Part 7 under the Companies Act

2006 (Strategic Report and Directors’ Reports) Regulations 2013 and under the UK’s Streamlined Energy and Carbon Reporting (SECR) requirements.

Our energy consumption and emissions data is reported in accordance with the reporting requirements of the Greenhouse Gas Protocol (‘GHG Protocol’), Revised Edition and the Environmental Reporting Guidelines, including the SECR

guidance dated March 2019. The GHG Protocol standard covers the accounting and reporting of seven greenhouse gases (GHGs) covered by the Kyoto Protocol.

We report on Scopes 1 and 2 GHG emissions, as well as select Scope 3 emissions, providing a detailed breakdown of the Group’s emissions by type and intensity measurement.

In our calculations, we have taken into account instances where sites generate their own renewable electricity or purchase electricity backed by contractual instruments, such as Renewable Energy Guarantee Origin (REGO). Consistent with

the Greenhouse Gas Protocol, we regularly review our reporting procedures in response to changes in business structure, calculation methodologies, and data accuracy and availability. Consequently, we have restated our Scope 1 and 2

2024 emissions data to reflect the divestment of the NanoScience business.

For Scope 1 emissions, we have used emission factors from the UK Government’s GHG Conversion Factors for company Reporting 2025 (provided by the Department for Environment, Food and Rural Affairs (DEFRA)). Scope 2 emissions,

calculated using the GHG Protocol location-based method, have been determined using country-specific emission factors from the International Energy Agency (IEA) and DEFRA for UK sites. For Scope 2 emissions calculated using the GHG

Protocol market-based method, we have used residual mix emission factors from the Association of Issuing Bodies (AIB) 2022 where applicable. In cases where residual mix emission factors were not available, we employed country-specific

emission factors from the IEA in accordance with GHG Protocol guidelines.

Sustainability – environment continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Scope 3 emissions

Our Scope 3 emissions are still our most significant source

of emissions, contributing 96% of our total emissions.

We calculated all applicable Scope 3 categories for our

carbon footprint, with five categories not applicable to our

business. In line with the Greenhouse Gas Protocol, we

continue to review our reporting in light of any changes

in business structure, calculation methodology and the

accuracy or availability of data.

Due to recognised inherent uncertainties in calculating Scope

3, we have adopted a continuous improvement approach.

We will continue to review our processes and disclose any

restatements in a timely and transparent manner.

We disclose our most material Scope 3 categories for

our FY26 footprint below.

Overall Scope 3 emissions have increased by 1.7% from last

year. This was due to an increase in spend towards higher

emission factor sectors in category 1 emissions, including

computers and electronics and fabricated metals, despite

an overall year-on-year reduction in spend. Category 6

business travel also increased, as we focus on strengthening

relationships with our customers through face-to-face

meetings. There were falls in category 11 emissions as grids

have decarbonised.

Purchased goods and services (67% of Scope 3) –

Thelargest contributor to our Scope 3 emissions are the

goods and services we purchase. For our calculations

we have continued to use a ‘spend-based’ approach,

which allocates emissions to an amount spent on specific

commodities. Primary data is being sought from suppliers in

our supply chain, with the aim of moving to supplier-specific

emissionscalculations.

Sustainability – environment continued

Use of sold products (19% of Scope 3) – We calculate the lifetime energy use for representative products of our key product

ranges, using our annual sales volume, average power use per product and estimated hours in use over life. Emissions factors

for our key sales regions are applied to thisdata.

Upstream transportation and distribution (5% of Scope 3) – All inbound, intragroup and outbound logistics paid for by the

Group are mapped against the transportation mode, weight and distance travelled to calculate emissions on a well-to-

wheelbasis.

Category Description Status

2026

Scope 3 emissions

(tCO

2025

Scope 3 emissions

(tCO

1 Purchased goods and services Relevant, calculated 55,073 53,393

2 Capital goods Relevant, calculated Inc. in category 1 Inc. in category 1

3 Fuel- & energy-related activities Relevant, calculated 931 910

4 Upstream transportation and distribution Relevant, calculated 3,904 4,310

5 Waste generated in operations Relevant, calculated 10 13

6 Business travel Relevant, calculated 5,830 3,922

7 Employee commuting Relevant, calculated 1,424 1,316

8 Upstream leased assets Not relevant, not applicable – –

Upstream emissions 67,171 63,684

9 Downstream transportation and distribution Relevant, calculated inc. in category 4 inc. in category 4

10 Processing of sold products Not relevant, not applicable – –

11 Use of sold products Relevant, calculated 15,449 17,363

12 End-of-life treatment of sold products Relevant, calculated 2 3

13 Downstream leased assets Not relevant, not applicable – –

14 Franchises Not relevant, not applicable – –

15 Investments Not relevant, not applicable – –

Downstream emissions 15,450 17,365

Total Scope 3 82,621 81,229

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Environmental management and legislation

As a Group, we are committed to strong environmental

management and to ensuring compliance with environmental

legislation in the countries where we operate. We maintain

certification to the ISO 14001 environmental management

system standard at all our UK manufacturing sites.

No environmental fines or penalties have been placed

on the Group in the last three years. Some of the primary

frameworks which drive our environmental compliance

actions are as follows:

• Waste Electronic and Electrical Equipment (WEEE)

Directive;

• Restriction on the use of Hazardous Substances (RoHS)

regulations;

• Registration, Evaluation, Authorisation of Chemicals

(REACH) Directive; and

• European Waste Framework Directive.

Water and waste

Water withdrawal and waste data has been collected across

the Group from sites with independent water supplies and

direct control of their waste collection services. This includes

all the primary UK manufacturing sites, which account for

more than 80% of Group revenue.

Some of our operations are in regions with high or extremely

high levels of water stress. However, water is not seen as

a material risk as it is not used significantly as part of our

production processes.

In total the Group recorded 16,385 m

of water withdrawal,

down from an adjusted total with the divestment of

NanoScience of 28,975 m

in FY25 and produced 16,385 m

of water discharged.

UK sites are sending zero waste to landfill; our waste from

these sites is either recycled or used at energy from waste

facilities to generate electricity. We are committed to

reducing the quantity of hazardous waste we produce.

Total waste – treatment kg

% split of

waste

Recycled 130,212 53.7%

Landfill 11,641 4.8%

Energy from waste 100,751 41.5%

Total 242,605

Hazardous vs non-hazardous kg

% split of

waste

Hazardous 6,626 2.7%

Non-hazardous 235,979 97. 3%

Total 242,605

Water m

Intensity ratio

(per Group

turnover) £m

Withdrawal 16,385 37.91

Discharge 16,385 37.91

Sustainable product development

Oxford Instruments provides academic and commercial

organisations worldwide with market-leading scientific

technology and expertise across our key market segments:

materials analysis, semiconductors, and healthcare &

life science. Our Imaging & Analysis division develops,

manufactures and services microscopes, scientific cameras,

analytical instruments and software. Our Advanced

Technology division develops, manufactures and services

compound semiconductor fabrication equipment and

X-ray tubes.

Our new product introduction (NPI) process considers

sustainable design alongside customer and market

demands. This will allow us to continue to produce

technologies that enable and facilitate the transition to a

low-carbon economy.

Our NPI process considers the sustainability attributes of

new products from the feasibility and design stage through

to development, launch and scale up. Some of the key

sustainable design considerations for reducing product-

related emissions include: seeking recycled or low emission

raw materials with suitable technical properties, reducing

the weight and number of components in our products, and

enhancing their overall efficiency during the use phase.

We are in the early stages of building our ability to assess

embedded carbon in our products, and this year carried out

a carbon footprinting exercise on two representative products

to better understand opportunities to reduce their footprint.

Sustainability – environment continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – TCFD statement

Task Force on

Climate-related

Financial Disclosures

(TCFD) Statement

for the year ended

31 March 2026.

Introduction

In tandem with our net zero commitment, this report

addresses our climate governance and describes how

we integrate climate risks and opportunities into our

risk management, strategic planning, and decision-

making, in line with our ambition to achieve net zero

emissions across Scopes 1 and 2 by 2030, and across

Scopes 1, 2 and 3 by 2045.

As a global manufacturer of high-technology products,

mitigating, adapting and responding to the impacts

of climate change is central to our strategy, both in

terms of how we operate our business, and in terms

of the key role our products and services play in the

technology pathway to enable the transition from

fossil fuels to a low-carbon economy. This year, we

have continued to progress delivery of our net zero

transition plan and have reviewed and refreshed our

assessment of climate-related risks and opportunities,

reflecting any changes in impact, likelihood and

emerging developments over the past year.

Compliance statement

For clarity around compliance of the following information with the TCFD framework, and requirements arising from UK Listing

Rule 6.6.6(8), we consider our disclosure to be consistent with all TCFD recommendations and recommended disclosures as

detailed in ‘Recommendations of the Task Force on Climate-related Financial Disclosures’ (2017) and the additional guidance

as set out in the 2021 Annex, ‘Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures’

and with the climate-related financial disclosure requirements under the Companies (Strategic Report) (Climate-related

Financial Disclosure) Regulations 2022 (CA 414CB), as shown in the TCFD and CFD cross reference and disclosure consistency

summary below.

TCFD pillar Recommended disclosure

Disclosure

location CA 414CB

Governance: Disclose the

organisation’s governance

around climate-related risks

and opportunities

a. Describe the Board’s oversight of climate-related risks and opportunities. Page 61 (a)

b. Describe management’s role in assessing and managing climate-related

risks and opportunities.

Page 62 (a)

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.

Pages 63

to 67

(d)

b. Describe the impact of climate-related risks and opportunities on the

organisation’s businesses, strategy, and financial planning.

Pages 63

to 68

(e)

c. Describe the resilience of the organisation’s strategy, taking into

consideration different climate-related scenarios, including a 2°C or

lowerscenario.

Page 68 (f)

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.

Pages 62

and 63

(b)

b. Describe the organisation’s processes for managing climate-related risks. Page 62 (b)

c. Describe how processes for identifying, assessing, and managing climate-

related risks are integrated into the organisation’s overall risk management.

Page 62 (c)

Metrics and targets: Disclose

the metrics and targets

used to assess and manage

relevant climate-related risks

and opportunities where such

information is material

a. Disclose the metrics used by the organisation to assess climate-related

risks and opportunities in line with its strategy and risk management

process.

Page 68 (h)

b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas

(GHG) emissions, and the related risks.

Pages 56

to 58

(h)

c. Describe the targets used by the organisation to manage climate-related

risks and opportunities and performance against targets.

Pages 53

to 58, 68

(g)

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – TCFD statement continued

Governance

Board level

The Board of Directors has ultimate responsibility for the

oversight of climate-related issues and is supported by

its Committees (primarily the Sustainability Committee,

the Audit and Risk Committee and the Remuneration

Committee), the Senior Leadership Team, the Environmental

Leadership Forum (ELF) (previously Sustainability Leadership

Forum), and the wider leadership team. Climate-related

considerations are embedded throughout our governance

structure, and at every level across the organisation, as set

out in the graphic and explained in more detail below. The

Board engages regularly with a range of external advisers

and internal subject matter experts on environmental

legislation, decarbonisation and climate risk.

The Group’s environmental strategy and the management

of climate-related risks and opportunities is set and directed

by the CEO and the Senior Leadership Team. Any major

capital expenditure, including climate-related initiatives

such as solar arrays or energy efficiency upgrades to sites, is

approved by the CEO and CFO and, if required, the Board.

The Board, through its Sustainability Committee (comprising

all the Non-Executive Directors), provides oversight

and governance over environmental strategy, including

monitoring progress to SBTi-aligned net zero targets through

its review of emissions data, and assessing how these are

being managed. The Sustainability Committee meets at

leastthree times a year.

Climate-related governance framework organogram

Audit and Risk

Committee

Remuneration

Committee

Board Sustainability

Committee

Oxford Instruments plc Board

Senior

Leadership

Team

Management

of climate

risks and

opportunities

Energy

use and

reporting

Target

setting and

progress

towards net

zero

Supply chain

sustainability

Waste

management

Communications

and engagement

Environmental Leadership Forum

The Audit and Risk Committee provides oversight and

governance in relation to climate change-related risks

and opportunities, while the Remuneration Committee is

responsible for setting and overseeing climate change-

related remuneration incentives, together with any other

sustainability-related incentives.

The current climate-related executive remuneration

objectives can be found on pages 142 and 143. The

Sustainability Committee, in turn, provides strategic guidance

and oversight to the management-level ELF, primarily

through the attendance of relevant ELF members at the

Committee’s meetings.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – TCFD statement continued

Management level

The ELF is a cross-functional forum, chaired by the Chief HR

Officer, with a remit across the full spectrum of the Group’s

net zero strategy. It holds responsibility for environmental

issues at a management level, including identifying and

assessing climate-related risks and opportunities and the

delivery of the Group’s environmental strategy, including its

ambitious emissions reduction targets across Scopes 1, 2 and

3. The chair of the ELF attends the Sustainability Committee

to share strategic updates and seek the Board’s input on

them. Other members of the ELF attend the Sustainability

Committee when required. The ELF meets once per quarter,

and is primarily responsible for detailed development of

strategy, and the assessment, management and tactical

delivery of the environmental remit.

The ELF’s membership includes functional heads, subject

matter experts and site leaders, whose responsibilities

include:

• facilitating the exchange of sustainability activities and

good practices across the business through:

– progress updates on capital investment projects;

– maintaining a sustainable supply chain, including

logistics; and

– sustainable packaging and product design;

• reviewing existing reporting requirements and accurate

and timely delivery of metrics;

• staying abreast of future legislation/requirements; and

• reviewing renewable energy contracts, ensuring all

facilities use renewable energy or have a renewable

energy strategy in place.

ELF members lead liaison with external consultant CEN-

Group on climate, energy and progress to net zero. In

addition, members monitor the KPIs outlined in the Metrics

and Target section on page 68.

A key part of the ELF’s remit, working in collaboration with the

Senior Leadership Team, is to foster two-way engagement

with manufacturing sites and regional leadership to drive and

accelerate Oxford Instruments’ progress towards net zero

and our management of climate risks and opportunities.

Risk management

Our process for identifying and assessing climate-

related risks

As a principal risk, climate-related risks and opportunities

are identified and assessed in line with Oxford Instruments’

processes for wider enterprise risk management. This allows

the importance of climate-related risks and opportunities

to be compared with other risks and opportunities. All

physical and transition risk categories (current and emerging)

outlined by the TCFD are considered by Oxford Instruments,

regardless of whether they occur within our operations,

upstream or downstream of the Group. Our approach to

identifying and assessing risks and opportunities is set out in

detail in the Risk Management section on pages 79 to 95 of

the Annual Report 2026.

Relevant risks and opportunities are identified with help from

external consultants, CEN Group, and involve collaboration

with key internal stakeholders such as senior management,

legal and regulatory, product management, and health and

safety functions. As part of this process, we carry out horizon

scanning to identify potential threats, particularly regulatory

changes, and any emerging risks and opportunities, which

allows for better preparedness to support decision making.

We consider climate-related risks and opportunities across

the short, medium and long term, with these timeframes

defined on page 63. Generally, transition risks are considered

at a macro level by the Group in collaboration with internal

stakeholders and senior management, while physical risks

are typically more granular and therefore more relevant at a

business unit and site level.

Any new regulatory requirements are implemented as they

arise, and further actions taken as appropriate.

As with all other Group risks, climate risks and opportunities

are assessed on a 4x5 matrix, which incorporates an

assessment of both Likelihood (Highly Unlikely to Highly

Likely) and Impact (Insignificant to Catastrophic

). The

financial impact of climate risk is defined below.

Financial impact

Insignificant Low Moderate Severe Catastrophic

Reduction

in annual

adjusted

operating

profit (AOP)

of up to

£2m

Reduction

in annual

AOP

between

£2–3m

Reduction

in annual

AOP

between

£3–5m

Reduction

in annual

AOP

between

£5–6m

Reduction

in annual

AOP more

than

£6m

1. Likelihood is a measure of the risk occurrence while impact is a measure of

the combination of financial, reputational and compliance impacts.

2. Materiality limits are set in line with the Group’s financial statement

materiality levels. Last year Group financial materiality was £3m based on

5% of profit before tax.

Through this assessment, risks are assigned a Risk Score and

classified as either Low, Moderate, High or Significant. Risks

that are classified as High or above are reported to the Group

for further assessment. This process allows prioritisation of

risks and ensures that the significance and scope of climate-

related risks are considered in relation to non-climate-

relatedrisks.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Climate-related risks scored as High or above are reflected in

the Group risk register, which is reported to the Audit and Risk

Committee on a quarterly basis. Risks below this threshold

are still monitored and considered for future review. The

decision to tolerate, transfer or treat a risk is determined by

the outcome of the Risk Score; higher scoring risks need to

be managed to bring the risk impact back in line with the

Group’s appropriate risk appetite. Action plans for each risk

are outlined in the risk register, including mitigating actions

and who is responsible for these actions.

Additional information regarding each risk and opportunity

has been elaborated upon, including an assessment of

their implications, including but not limited to financial

and reputational implications, strategic responses,

associated costs, and the variability within climate-related

scenarios, where feasible. This detailed analysis, coupled

with evaluations of impact and likelihood, facilitates

the determination of appropriate risk responses, such

as mitigation, acceptance, or control. Consequently,

resources can be allocated effectively to address the most

consequential climate-related impacts, while other risks

necessitate additional scrutiny or are deemed acceptable

within the Group’s customary risk tolerance.

Strategy

Climate-related risks and opportunities

Our approach to managing climate-related risks and

leveraging opportunities is incorporated into our business

strategy, with our climate identification exercise refreshed

every three years. In 2026, we reviewed and refined the

climate-related risks and opportunities we identified as part

of our previous climate scenario analysis in 2024. This has

ensured we are aware of any new climate-related risks and

opportunities that have become relevant throughout the

year, and also that we understand whether the impact or

likelihood of any previous risks or opportunities has changed.

Transition risks and opportunities

The TCFD defines transition risks in four categories (Policy

and Legal, Market, Technology, and Reputation) and

transition opportunities in five categories (Resource Efficiency,

Energy Source, Products & Services, Markets and Resilience).

These categories were considered as part of the transition

risk assessment. Risks and opportunities identified in these

categories were ranked, with only the most significant being

reported below. Short, medium and long-term time horizons

defined below were used as part of this assessment to

identify the impact of climate on our business strategy.

The following International Energy Agency climate scenarios

have been used to perform scenario analysis on our

transition risks and opportunities.

• Net Zero 2050 (NZE): a narrow but achievable pathway for

the global energy sector to achieve net zero CO

emissions

by 2050. This scenario meets the requirement for a ‘below

2°C’ scenario and is used as a positive climate pathway.

NZE also informs the decarbonisation pathways used by

the SBTi.

• Stated Policies Scenario (STEPS): This scenario represents

projections based on the current policy landscape and is

used as a base case pathway. Global temperatures rise

by around 2.5°C by 2100 from pre-industrial levels, with a

50%probability.

Sustainability – TCFD statement continued

Impact time horizon Year from Year to Rationale

Short term 2026 2028 In line with the existing risk management time horizon and specific

business plan strategy.

Medium term 2028 2035 Encompasses Oxford Instruments’ near-term emission targets, set

at 2030.

Long term 2035 2050 Encompasses the Group’s net zero by 2045 target, the UK

Government’s net zero by 2050 target and the useful life of the

organisation’s assets.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – TCFD statement continued

Transition risks and opportunities

Transition risks identified

Risk Risk description Risk type

Potential impact on

the business

Response/actions we are taking

and how they are managed KPIs

NZE scenario STEPS scenario

Scenario implications2028 2035 2050 2028 2035 2050

Current and

emerging

environmental

regulation

and increasing

reporting

requirements

Increased exposure to

environmental regulation

– such as regulation

on Perfluoroalkyl and

Polyfluoroalkyl Substances

(PFAS).

Policy

and legal

Rise in material

prices for switching to

compliant products

or disruption to

production if unable to

react in sufficient time.

Could also result in

component/process

obsolescence.

We have product compliance processes in

place to manage the regulatory environment.

We use existing processes to meet Restriction of

Hazardous Substance (RoHS) and Registration,

Evaluation, Authorisation and Restriction of

Chemicals (REACH) requirements, which remain

appropriate to manage future changes in

standards. Further, our new product development

process considers environmental regulation.

• Frequency

of horizon

scanning for new

regulation

Regulation increases

under NZE, but long-

term risk remains

aligned with STEPS

through mitigation.

The global regulatory

landscape for ESG issues

is changing rapidly, and

uncertainty remains with

respect to the adoption of

global reporting standards

such as EU CSRD, UK SRS and

CSDDD. Failure to keep up with

emerging regulation could

increase costs of compliance.

Policy

and legal

Penalties for non-

compliance with

regulation. Further,

cost of compliance

could increase

through being late to

address regulation.

Oxford Instruments has dedicated internal

risk, legal and environmental management

resources, as well as investing in external

consultancy, to ensure that we are aware

of, and remain compliant with, legislation.

Further, we implement any new regulatory

requirements as they arise. Our certified ISO

14001 systems at our three UK manufacturing

sites support our mitigation of climate risk.

• Percentage

of sites with

ISO 14001

certification

Regulation increases

under NZE, with no

long-term change in

risk exposure versus

STEPS.

Price inflation

in the value

chain

Value chain exposure to

carbon pricing impacts.

Globally, there is an increase

in carbon pricing mechanisms

– both policy and market

instruments – for example UK

Carbon Border Adjustment

Mechanism (CBAM) and EU

CBAM, which may result

in high supplier costs and

embedded carbon charges.

Policy

and legal

Potential of higher

supply chain costs

through increased

raw material prices.

As part of our net zero plan, we are aiming for a

25% reduction in Scope 3 by 2030 and net zero

across the value chain by 2045, thereby mitigating

the impacts of carbon pricing on our value chain.

Our net zero transition plan highlights key levers to

reduce supply chain emissions. We are engaging

with our key suppliers, globally, through a third-

party platform, alongside direct engagement

with several of our top spend suppliers to gather

information on their carbon footprints, reduction

targets and decarbonisation programmes.

• Scope 3 –

category 1, 4

emissions

• Global carbon

prices

The

company

plans to

be net

zero by

2045

The

company

plans to

be net

zero by

2045

Exposure is higher

under NZE due to

higher carbon costs

and wider carbon

pricing.

Global supply chains are

implementing more expensive

production methods and

changing raw materials to

facilitate decarbonisation,

although the extent to which

increased costs will be passed

on is largely unknown.

Market Potential of higher

supply chain costs.

Oxford Instruments maintains close

relationships with key suppliers. Product

Development and Strategic Sourcing teams

identify and evaluate viable alternatives in

materials and processes and work closely with

key suppliers to deliver supply chain solutions.

• Percentage of

supply chain

spend with

decarbonisation

dialogue

• Percentage of

suppliers engaged

to collect

emissions data

Change is faster

and pricing impact

greater under NZE

than STEPS.

Significant risk/opportunity

– Report to Group

High risk/opportunity

– Report to Group

Moderate risk/opportunity

– Do not report to Group

mitigation plan expected

to be in place

Low risk/opportunity –

Do not report to Group

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Risk Risk description Risk type

Potential impact on

the business

Response/actions we are taking

and how they are managed KPIs

NZE scenario STEPS scenario

Scenario implications2028 2035 2050 2028 2035 2050

Increasing

stakeholder,

regulatory

and reporting

expectations

Key stakeholders are

demanding sustainability

performance from Oxford

Instruments.

Reputation Reputational

damage could result

in loss of customers

and shareholders

and reduced access

to capital.

Board-level scrutiny and oversight, and an

organisation-wide focus on addressing the risks

and opportunities arising from climate change,

together with a focus on impact reporting,

wider communications and stakeholder

engagement. Our net zero transition plan and

SBTi-approved targets reduce exposure to this

risk and set out our clear pathway to net zero.

• Rating agency

scores

Stakeholder

expectations rise

short to medium term

under NZE; emissions

targets balance risk

over time.

Transition opportunities identified

Opportunity Opportunity description

Opportunity

type

Potential impact on

the business

Response/actions we are taking

and how they are managed KPIs

NZE scenario STEPS scenario

Scenario implications2028 2035 2050 2028 2035 2050

Investment

in R&D for a

low-carbon

economy

The transition to a low-carbon

economy requires significant

investment in R&D for more

sustainable technologies.

Innovation and development

in technology areas such as

batteries are critical for the

transition to a low-carbon

economy.

Products

and services

Increased revenue Our products and services play a key role in the

technology pathway to enable the transition

from fossil fuels to a low-carbon economy. Our

enabling technologies, such as materials analysis

solutions, and semiconductor equipment, help

customers address these challenges.

• Low-carbon

market segments

growth

• Industry investment

in low-carbon R&D

Greater investment

in renewables and

alternative technologies

under NZE; slower

transition under STEPS.

In-house R&D and our new

product development process

have the potential to address

the need for products with

sustainability credentials, eg

energy-efficient products.

Products

and services

Increased revenue Our new product development process takes

environmental considerations into account.

Developments in our semiconductor equipment

are implicitly geared towards energy efficiency,

while our materials analysis instrumentation

supports battery development and analysis, and

the development and optimisation of renewable

energy technologies, and more sustainable

structural materials.

• Internal R&D

investment

• Scope 3 – category

11, 12 emissions

Greater investment

in renewables and

alternative technologies

under NZE; slower

transition under STEPS.

Proactive collaboration with

suppliers to drive low-carbon

innovation helps improve the

sustainability credentials of our

product portfolio.

Products

and services

Increased revenue We have been directly engaging with key

suppliers to understand the existing mechanisms

they are using to reduce their carbon footprint,

and subsequently to embed material and energy

efficiencies into the products we purchase.

• Number of

suppliers' carbon

data obtained from

Scope 3 – category

1, 11 emissions

Greater investment

in renewables and

alternative technologies

under NZE; slower

transition under STEPS.

Transition risks identified continued

Sustainability – TCFD statement continued

Significant risk/opportunity

– Report to Group

High risk/opportunity

– Report to Group

Moderate risk/opportunity

– Do not report to Group

mitigation plan expected

to be in place

Low risk/opportunity –

Do not report to Group

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Opportunity Opportunity description

Opportunity

type

Potential impact on

the business

Response/actions we are taking

and how they are managed KPIs

NZE scenario STEPS scenario

Scenario implications2028 2035 2050 2028 2035 2050

Services that

facilitate the

reduction

of carbon

emissions and

deliver value for

customers

Remote Services Solutions is a

developing service across the

Group. This service area not

only provides an area for growth

but also allows for reduction of

emissions in our own operations

and for our customers.

Products

and services

Increased revenue and

decreased transport

cost and emissions

Almost all our products are already shipped with

remote connectivity and we are building business

system infrastructure to enable remote service

capabilities.

• Revenue from

remote services

Increased opportunity

under NZE from

organisations pursuing

carbon reduction.

Local sourcing and strategic

placement of services delivers

efficiency to customers and

allows Oxford Instruments to

reduce logistics travel.

Resource

efficiency

Decreased transport

cost and emissions

We are engaging in strategic building of

capabilities, supply chain sourcing and

services to deliver efficiency to customers.

Load optimisation in logistics is also part of this

strategy. We continue to look for opportunities in

this area.

• Scope 3 – category

4, 9 emissions

Increased opportunity

under NZE from

organisations pursuing

carbon reduction.

Operational

energy and

carbon

reductions

Obtaining renewable electricity

through renewable electricity

certificates (RECs) and power

purchase agreements (PPAs)

reduces reliance on local grids

and helps to reduce Scope 2

emissions as an interim measure

whilst exploring opportunities to

reduce energy usage.

Energy

source

Reduced costs and

Scope 2 emissions.

Renewable electricity

can also provide

operating cost savings

and reduce operational

exposure to carbon

pricing.

Our current renewable energy programme

utilises REGO-certified or REGO-equivalent

certifications of renewable electricity. We make

use of solar arrays on our Severn Beach, Ulm

and Scotts Valley manufacturing sites, along

with our Tokyo office. We are adding additional

renewable generation capacity to suitable sites,

with scoping assessments completed at High

Wycombe.

• Scope 2 market-

based emissions

• Percentage

of renewable

electricity out of

total electricity

Greater supply availability

under NZE; STEPS sees

slightly reduced REC

availability.

Resource

efficiency

Internally, Oxford Instruments

can implement resource

efficiency programmes to

improve waste, water use and

energy savings.

Resource

efficiency

Reduced costs and

emissions

Group-wide, we are continually looking for

opportunities to embed resource efficiency into

our operations. We are in the process of replacing

gas boilers at Belfast with air source heat pumps,

with installation planned for summer 2027. We

also seek to invest in long-term, alternative

technologies as they become suitable and

economically feasible.

• Scope 1 and Scope

2 (location-based)

emissions

• Total waste

• Total water

Greater exposure

under NZE due to more

investment in resource

efficient products and

services.

Transition opportunities identified continued

Sustainability – TCFD statement continued

Significant risk/opportunity

– Report to Group

High risk/opportunity

– Report to Group

Moderate risk/opportunity

– Do not report to Group

mitigation plan expected

to be in place

Low risk/opportunity –

Do not report to Group

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Physical risks

The frequency of physical climate-related impacts is

expected to increase in the future through an increased

frequency and severity of extreme weather events. Oxford

Instruments has used a location risk tool to assess the

Group’s sites and key suppliers’ current and future risk

exposure to climate-related disruptions. Sites have been

assessed for both acute and chronic physical risks, including

potential risks such as drought stress, tornadoes, storms, sea

level rise and flooding events, among other hazards.

Particular attention has been paid to the three UK

manufacturing sites (Severn Beach, High Wycombe and

Belfast) as they contribute approximately 75% of Group

revenue. Since physical climate-related risks are expected to

manifest over a longer time frame than transition risks and

opportunities, different time horizons have been used.

These are: 2030 (short term), 2050 (medium term) and 2100

(long term). During this reporting year we had no insurance

claims that were climate-related.

The following scenarios have been used for the physical risk

assessment:

• RCP 2.6 is an optimistic scenario whereby atmospheric

concentrations of greenhouse gases lead to a global

temperature rise of less than 2°C by the end of the century

relative to the pre-industrial period (1850–1900).

• RCP 8.5 is a pessimistic high emissions scenario, consistent

with a future with no policy change to reduce emissions

and leading to a global temperature rise of around 4°C

by 2100.

Sustainability – TCFD statement continued

Significant risk/opportunity

– Report to Group

High risk/opportunity

– Report to Group

Moderate risk/opportunity

– Do not report to Group

mitigation plan expected

to be in place

Low risk/opportunity –

Do not report to Group

Risk Risk description Risk type

Potential impact

on the business

Response/actions we are taking

and how they are managed KPIs

2.6 Scenario 8.5 Scenario

Scenario implications2030 2050 2100 2030 2050 2100

Flooding One manufacturing site is

projected to be a Zone 50 (2%

chance each year of a flood

event) site under all future

scenarios from 2030 onwards.

A further manufacturing site

is located in a Zone 100-year

return period for storm surges

(1% chance of occurring each

year).

Acute Increased costs and

decreased revenue

through decreased

manufacturing

output, delayed

production times

and damage to

site infrastructure,

equipment, or

inventory.

Oxford Instruments’ sites are insured for

asset/property damage as well as business

interruption. Each site has a business continuity

plan and emergency response measures in

place to deal with significant events. The flood

risk exposure at the Zone 50 site has been

mitigated by constructing the building on a

1.5m raised platform.

• Number of days

operations are

disrupted due to

flooding events

• Revenue

loss from site

disruption

• Insurance

premiums

Minimal change in

exposure between

RCP2.6 and 8.5.

Wildfire One manufacturing site is

currently at a high risk level

and projected to remain

high against future scenario

projections. A further

manufacturing site increases

from medium to high risk

across all projections including

the most optimistic scenario

by 2030.

Acute Increased costs and

decreased revenue

through disrupting

manufacturing

output such as road

closures, evacuation

orders, restricted

access, or damage

to site infrastructure.

Oxford Instruments’ sites are insured for

asset/property damage as well as business

interruption. Each site has a business continuity

plan and emergency response measures in

place to deal with significant events.

• Number of days

operations are

disrupted due to

fire events

• Revenue

loss from site

disruption

• Insurance

premiums

Increased exposure

under RCP8.5,

particularly in the long-

term 2100 projections.

Supplier

disruption

from extreme

weather

Increasing extreme weather

events can cause supply chain

disruptions or site shutdowns.

Analysis indicates low physical

risk for our key suppliers

currently.

Acute Decreased revenue Business interruption insurance provides

a degree of cover in the event that supply

chain issues cause significant disruption to

production.

• Number of days

our operations

are disrupted due

to supply chain

issues resulting

from extreme

weather events

Minimal change in

exposure between

RCP2.6 and 8.5.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Impact on strategy and financial planning

We consider climate change to be a principal risk for Oxford

Instruments, but also a source of material opportunity,

given our focus on accelerating breakthroughs, and the

end markets we serve. Our assessment is based on having

evaluated key climate-related risks and opportunities,

including understanding the potential impact of each in

terms of its time horizon, likelihood and magnitude, and the

stakeholders or areas of the business that may be affected.

Although there is not a dedicated climate-related R&D

budget, our existing R&D expenditure incorporates climate

change. Our products are designed to address our structurally

growing markets in advanced materials development

and semiconductors, which both have a key role to play in

decarbonisation and addressing the impacts of climate change.

In terms of the direct impact of our products, considerations

are incorporated into the Group’s New Product Development

process, to ensure the ongoing reduction of the carbon footprint

of our products through energy use, packaging and distribution,

as well as increased recyclability and upgradability. In addition

to R&D considerations, the costs of planned climate initiatives

are included within each site’s annual budget plans of capital

expenditure requests. When purchasing or leasing new offices

and manufacturing sites, environmental considerations form

part of the procurement process.

Resilience of the organisation’s strategy to

climate change

The scenarios used in our climate scenario analysis

are explained in more detail above. They have been

selected to provide contrasting scenarios which allow

us an understanding of how resilient the Group is under

different situations and temperature pathways. Our

identified climate-related risks and opportunities, and

action planstoaddress these, highlight that in aggregate,

ouroverall climate risk exposure is moderate.

We believe, given our current mitigation plans, that we

can incorporate climate risks into our business-as-usual

activities and that the Group is financially resilient to

climate change. Therefore, we do not currently envisage

any additional significant capital expenditure or changes

to business strategy as a result of climate change that sits

outside of our normal planning. Please see page 186 of our

financial statements where the impacts of climate change

have been considered.

The outputs of the scenario analysis we have carried out can

be found on pages 63 to 67. The limitations of this scenario

analysis are:

• scenarios often only provide high-level global and

regional forecasts;

• not all risks are easily subject to scenario analysis;

• scenario analysis requires analysis of specific factors and

modelling them with fixed assumptions;

• impacts are to be considered in the context of the current

financial performance and prices;

• impacts are modelled to occur in a linear fashion when,

in practice, dramatic climate-related impacts may occur

suddenly after tipping points are breached;

• the analysis considers each risk and scenario in isolation

when, in practice, climate-related risks may occur in parallel

as part of a wider set of potential global impacts; and

• carbon pricing is informed by the World Energy Outlook

2025 report from the International Energy Agency.

Metrics and targets

Climate-related metrics

We disclose our Scope 1, 2 and 3 emissions in line with the

Greenhouse Gas (GHG) Protocol A Corporate Accounting

and Reporting Standard, with additional guidance from the

GHG Protocol Corporate Value Chain (Scope 3) Accounting

and Reporting Standard and the GHG Protocol Technical

Guidance for Calculating Scope 3 Emissions.

This covers the accounting and reporting of the seven

greenhouse gases covered by the Kyoto Protocol. An

operational control approach was adopted, with all material

emissions sources reported.

We also disclose a wide range of metrics to help us to

track our progress across a number of climate-related

and sustainability-related areas. This includes electricity

consumption, GHG emissions intensity and water and waste

usage. The specific metrics used to track our climate-related

risks and opportunities are identified on pages 63 to 67. Please

see the environment section, pages 53 to 59, for further

information, and for this year’s SECR reporting, the primary

means by which we report our progress and track our impact.

Climate-related targets

As set out in the environment section, we are committed

to reaching net zero carbon emissions (where we add no

incremental GHGs to the atmosphere) against Scopes 1, 2

and 3 by 2045. These targets are ambitious, getting us to net

zero ahead of the UK Government’s pledge, and demonstrate

our commitment to operating responsibly. Our Scope 1, 2 and

3 emissions targets have been validated by the SBTi, as set

out on page 53, while we have also published our net zero

transition plan which details our actions to achieve these

targets. Our SBTi-validated targets are as follows:

• to reach net zero emissions across Scopes 1 and 2 by

FY30 from a FY24 base year;

• to reduce absolute Scope 3 GHG emissions 25.00% by

FY30 from a FY24 base year; and

• to reach net zero GHG emissions across the value chain

by FY45.

Sustainability – TCFD statement continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

We believe that businesses

have a valuable

contribution to make to

society. We are acutely

aware of our responsibility

to our employees, the

communities we impact

and the generations

tocome.

Our social sustainability agenda

Our social sustainability agenda comprises six key subject

areas, as follows:

• Culture, values and

engagement

• Inclusive workplace

• Health, safety and wellbeing

• Investment in our people

• Next-generation talent

• Community impact

Sustainability – social

We start with

the customer

We succeed by

being focused

We make

and keep our

promises

We work

together as

one team

We help and trust

each other to

succeed

Inclusive

By seeking out different

perspectives and

diverse collaboration,

we deliver better

solutions and lasting

success.

Innovative

Through our knowledge,

expertise and focused

curiosity, we create

new possibilities for

ourselves and for

our customers.

Trusted

We build successful,

long-term relationships

based on accountability,

integrity and respect.

Purposeful

We care, and

our passion and

commitment drive

positive change in

the world.

Culture, values and engagement

Our Ways of Working

Our values

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

We strive to create an open, inclusive and values-driven

culture, where colleagues feel able to share their views in a

two-way dialogue with senior leaders.

CEO Richard Tyson and the leaders of our business units

and regional teams based around the world hold regular

in-person and virtual briefing meetings where employees

are encouraged to, and do, ask a wide range of questions.

The Board discusses current workforce issues regularly with

management, and meets a broad range of employees, for

example at site visits by the Chair and Non-Executive Directors.

We also gather our people’s views through our externally

benchmarked global engagement survey, monitoring a

range of cultural KPIs and taking action on opportunities for

improvement at site, regional and Group level.

A key focus of the year was on responding to colleague

feedback shared via our first externally benchmarked survey

undertaken with leading survey provider Best Companies.

Activities focused on socialising our bespoke ‘Ways of

Working’, summarised above, which are designed to support

the delivery of our strategic priorities while fostering a positive

working environment. Workshops were held around the Group

to explore how to bring them to life in day-to-day working.

We also maximised the value of receiving personalised

manager feedback through the survey, using it to celebrate

our most effective people managers, and to work with

others to help them lead and support their direct reports as

effectively as possible. Our most recent survey was carried

out in April and May 2026 and we were pleased to be

awarded a 'One to Watch' rating, recognising that Oxford

Instruments is a good place to work.

We held residential Leadership Conferences in September

2025 and April 2026 for around 75 senior leaders. Both

conferences aimed to support effective collaboration and

drive improved awareness and adoption of our Ways of

Working at every level of the organisation, as well as focusing

on strategic delivery and exploring external perspectives on

Oxford Instruments and the global landscape.

The Ways of Working are now fully embedded into our

corporate vernacular, strategic planning, decision making

and performance frameworks, and are regularly reinforced

by leaders at key touch points with colleagues. Posters, wall

art and desktop reminders help to keep them front of mind.

Creating an inclusive workplace

We are committed to creating an inclusive culture. We

seek to develop and sustain a supportive and collaborative

working environment where difference is recognised, valued

and celebrated. However, we also recognise that we operate

globally, and that legislative frameworks and cultural

landscapes vary hugely across our footprint. Wherever

we operate, we aim to be inclusive and progressive in our

working practices, but will ensure that we are not in conflict

with legislative frameworks.

Our approach to inclusion is overseen by the Board

Sustainability Committee.

We are committed to eliminating our gender pay gap. We

monitor, measure and take action globally to ensure that

men and women are paid fairly. Our external data reporting is

focused on UK legislation, which requires companies to report

their pay gap annually if they have more than 250 employees,

and is published in our Gender and Ethnicity Pay Gap Report,

www.oxinst.com/corporate-content/gender-pay-report.

Our Oxford Instruments Nanotechnology Tools entity in the

UK, representing 818 employees in 2025, reported a gap of

7.5% (mean) and 9.8% (median) in its 2025 report, a reduction

of 1.5 and 2.7 percentage points respectively.

We continue to build on the work we have done so far

to establish balanced recruitment shortlists (that is,

shortlists including candidates from groups which are

underrepresented in our workforce).

Our inclusive approach to recruitment includes the use

of technology to ensure that the language used in job

advertisements is free from bias. We operate a hybrid working

policy which helps employees to balance work and personal

commitments. We also offer support and, where appropriate,

special leave, for those with caring needs for dependants.

Following the reconfiguration of our internal employee data

portals to include the Office for National Statistics ethnicity

categories, 96% of UK employees and 79% of employees

globally have provided data on their ethnicity. Our UK

ethnicity pay data indicates that 13% of our UK workforce

identify as being part of an ethnic minority group, and reflects

an ethnicity pay gap of 12% mean and 1.4% median in favour

of employees from white British ethnic backgrounds. The gap

for both metrics was down, by 3.2 percentage points and 1.1

percentage points respectively.

We are committed to using this data to help to ensure that

our processes and pay are fair and equitable with respect

to race and ethnicity, as well as the characteristics on which

we have had full data for several years. As an international

company, we recognise the importance of ensuring we

have strong, ethnically diverse leadership role models and

a diverse decision-making team that reflects our customer

base and the communities in which we operate.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

Gender split

Male Female

Global Oxford Instruments 71% 29%

Plc Board 57% 43%

Senior Leadership Team 75% 25%

Managers 70% 30%

Employees 71% 29%

New employees in FY26 by gender

Male 67%

Female 33%

Gender split by region

Male Female

UK 75% 25%

EMEA-I 70% 30%

Asia (excluding China) 69% 31%

China 60% 40%

North America 69% 31%

We are signatories to the Business in the Community Race

at Work charter, underlining our commitment to improving

equity of opportunity in the workplace.

At the date of the Annual Report, the Senior Leadership Team

of Oxford Instruments plc comprises 14 persons, of whom

28% are of Asian or mixed ethnicity. There are 108 direct

reports of this team, of whom 26% identify as belonging to

an ethnic minority group. We will be seeking to maintain

andimprove the ethnic diversity of this cohort.

Our Gender and Ethnicity Pay Gap Report provides

moreinformation on all these areas:

www.oxinst.com/investors/sustainability/gender-pay-report

View our Gender and

Ethnicity Pay Gap Report:

www.oxinst.com

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

Health, safety and wellbeing

We are committed to fostering a healthy, safe and

productive work environment for our entire workforce, and

to driving continuous improvement in our health and safety

(H&S)performance.

The Board is responsible for oversight of our approach to

H&S, supported by the Sustainability Committee.

Our six-step strategic framework supports continuous

improvement via six key areas of management.

This approach reduces risk before escalation into incidents

or near-miss events, thereby ensuring a secure and

compliant workplace.

Recognising that our entire workforce has a role to play in

creating a safe working environment, we use, and regularly

promote, the Shield incident reporting system, through

which we record, manage and monitor accidents and safety

observations, and to which all employees have access.

The system has supported our improved performance

since its introduction in 2019.

Through targeted campaigns, we have maintained high

levels of H&S awareness and engagement throughout

the organisation, The safety notifications and number of

contributors remain high, reflecting a stable environment and

ongoing staff engagement. Our accident frequency rate has

shown a small increase, partly explained by the Q4 reduction

in headcount on the divestment of NanoScience.

There were two RIDDOR-reportable accidents, both reportable

as classified as “Over-7-day incapacitation of a worker”. Both

were correctly actioned and reported, with no further action

taken by the Health and Safety Executive, Work has continued

to proactively lower our accident numbers and ensure all of

our locations and work scenarios are managed safely. No

employee/contractor fatalities have been recorded over the

five-year period from 2021 to 2026. Our H&S performance

continues to compare favourably with industry benchmarks,

and we remain committed to driving global safety standards

through our Push for Zero initiative, which targets a sustained

reduction in work process-related accidents over time.

This year, we continued to roll out our accredited Institution of

Occupational Safety and Health (IOSH) training programme

globally, extending across all business units and regions.

To date, more than 190 employees have successfully

completed this training.

Culture

Clarity

ControlsCollaboration

Healthy, safe

and productive

working

environments

CommunicationCompetence

Increasing health

and safety awareness

144

188

283

579

535

1,349

2,390

2,235

2023 FY25 FY2620222021

Safety notifications raised

876

1,121

Shield contributors (all employees can contribute)

Health and safety five-year

performance

2023 FY25 FY2620222021

Serious injury

Minor injury

Accidents per 1,000 employees

1 Reporting transitioned in FY25 from the use of calendar year data to financial year data.

Our H&S management strategy, grounded in continuous risk

identification and mitigation, safeguards employees through

proactive measures. We employ chemical management

software to oversee hazardous substances, provide training

across known risk areas, enforce stringent PPE adherence and

utilise asset management software for equipment integrity.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

The training is equipping our executive teams, as well as

eligible members of our management, production and

services workforce, with enhanced H&S competency

andawareness.

During FY26, 1,390 employees have received H&S training.

This figure comprises new content, training renewals and

onboarding of new joiners.

Our structured management systems, subject to external

audits as required, underpin our commitment to safe

working practices, environmental management and quality

manufacturing. At our primary manufacturing facilities in

the UK, representing c. 75% of Group revenue, we maintain

certification to ISO 45001, ISO 14001 and ISO 9001. The

effectiveness of our management systems is further

supported by a robust internal audit programme across

alloperational domains.

We are committed to ensuring our continued compliance

with regulatory requirements relating to the reduction and

elimination of certain harmful chemical substances used in

the development and manufacture of our products.

We have engaged a leading external environmental

compliance partner to help us ensure that we keep pace with

existing and new regulatory requirements and to facilitate

the collection and assessment of data from our supply chain

partners. This will improve our ability to react to requirements

and proactively remove substances of concern from our

products as evidence of their harmful nature is identified.

In tandem with these efforts, we are equally dedicated

to meeting global health, safety and environment (HSE)

requirements. We have engaged an external global

consultancy to help us ensure that our operations not

only minimise environmental impact but also safeguard

the wellbeing of our employees, customers and

communities worldwide.

By aligning our product compliance initiatives with our

broader HSE obligations, we strengthen our ability to deliver

sustainable, safe and responsible solutions. As well as

seeking to ensure safe and responsible working conditions,

we also support our employees and their families by

providing a range of opportunities to enhance their wellbeing,

including readily accessible support services on a wide

range of topics from financial wellbeing to mental health and

health assistance programmes.

We strive to empower individuals coping with mental health

challenges or disabilities to thrive in their professional roles,

encouraging colleagues to seek assistance when needed,

via our team of Mental Health First Aiders and through the

provision of independent and confidential digital platforms

and services, accessible to employees globally.

Further, we are proud to support our local community groups

and charities alongside being inclusive of our people and

culture through the celebration of events and achievements.

Employee turnover rates

Year Turnover

2025/26 18%, of which 9% was voluntary

2024/25 14%, of which 8% was voluntary

2023/24 12%, of which 9% was voluntary

2022/23 11%, of which 9% was voluntary

2021/22 14%, of which 11% was voluntary

Employee numbers

Full time Part time

Contract

workers

2025/26 1,760 94 53

2024/25 2,117 104 53

2023/24 2,090 144 69

2022/23 1,894 134 86

2021/22 1,662 126 70

All employees are guaranteed a fair salary and other

employment benefits in accordance with their role and

responsibilities. We ensure compliance with minimum wage

legislation and strive to offer competitive compensation

packages suitable for each position and our business needs.

In the UK, representing more than half of our workforce, we

are an accredited Living Wage employer.

All employees, regardless of location, are entitled to legally

required benefits such as annual leave, sick leave, maternity

leave and standard working hours. All UK-based employees

have access to our Share Incentive Plan scheme after

six months’ service. Furthermore, in compliance with UK

regulations, all UK employees have the option to enrol in our

workplace pension scheme.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

Investment in our people

Our people and their capabilities are core to what makes

Oxford Instruments a great company. We are committed to

being the company where the best people in our sector want

to work, and to training our people and enabling their career

development and employability.

We provide a range of opportunities for our employees

across technical, commercial, operational and business

support functions to gain knowledge, skills and experience.

This includes challenging assignments, learning from

colleagues and targeted training. Colleagues have

completed a total of 24,294 training courses in FY26 (23,631

online and 663 classroom/virtual), pursuing more than 350

different courses.

Our learning and development programmes include

core skills training courses, e-learning opportunities,

secondments, career breaks, apprenticeships and support

towards external qualifications. In FY26, three cohorts

(31 employees) have undertaken our bespoke Oxford

Instruments Leadership programme, which brings together

high-potential candidates from across the Group and

covers a wide range of topics including interviewing skills,

self-development, developing others and managing

remote teams. Following its successful launch in 2024,

a second cohort benefitted from training through our

bespoke Foundations programme for emerging talent. The

programme is designed to give aspiring leaders a variety

of tools and techniques to allow them to work effectively as

they progress their career at Oxford Instruments.

We have a robust system of regular feedback. 100% of our

employees have undergone an evaluation process in the

year, embedded through our annual performance review,

which also encompasses career development with a focus

on training opportunities.

This year, we have strengthened our recruitment processes,

introducing Zinc background checks for all employees to

improve governance. We have also broadened the use of

psychometrics and verified G+ cognitive testing, extending

these to the majority of new hires in order to support positive

onboarding experiences and improved integration into

existing teams.

Next-generation talent

We take our responsibility towards developing the next-

generation workforce seriously and are committed to inspiring

the next generation of scientists, engineers and business people

by showing them the difference they can make in the world.

For us, this begins in schools, colleges and universities, where

we equip and encourage our employees around the world to

take any opportunity they can to talk to young people about

careers in our industry. We partner with schools, universities

and post-graduate schools to help students understand

the range of careers available in a technology company,

supporting this with interviews for school-age students and

work experience for students from mid-teens to graduate

and post-graduate level, engaging with employees from

a broad range of backgrounds. We are also pleased to

facilitate work experience placements for employees’ family

members aged between 16 and 25.

We remain committed to providing structured

apprenticeships, sponsorships, internships, early career jobs

and graduate programmes. We intentionally reach out to

attract a diverse range of people and those from untapped

talent pools, ensuring we are inclusive and accessible.

Our bespoke leadership programme brings together

high-potential candidates from across the Group

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – social continued

Spotlight

OI Academy building key skills

Supporting our growth by providing in-house training and exciting career

opportunities for the technicians of the future

The UK faces a significant technical skills shortage, with 76% of engineering employers

struggling to recruit for key roles.

At our compound semiconductor facility near

Bristol, we’re addressing the challenge head on through our OI Academy. Welcoming

apprentices from post-16 to degree level, our academy is training the next generation

of young engineers and people who are retraining in their second or third careers. At

the academy, apprentices benefit from the opportunity to build their mechanical and

electronical engineering skills in a bespoke training area within our production floor.

As well as creating new career opportunities in engineering, the scheme has proven

revolutionary for our Severn Beach business, supporting continual growth and

improvement and creating a pipeline of talent across nearly every department.

"The success of our apprentices is not just that they are developing skills that the UK

economy needs, it’s the fact that they contribute to our business from day one, learning

fast, asking great questions and challenging us to see things in new ways."

Matthew Northey, Senior Manufacturing Engineer and Academy Manager

1 Institute of Engineering and Technology skills stats, November 2025.

Community impact

We actively engage in locally focused

activities that make our communities and

environments a better place to live and

work. All employees are offered up to two

paid volunteering days a year to share

their professional or practical skills in the

community, including activities such as river

restoration, litter picking and maintaining

local nature reserves and hiking trails.

We also participate in charity outreach

programmes and offer sponsorship of local

community events.

Our global network of Go Green teams drives

action to be more environmentally friendly,

both as a business and as individuals.

When we arrange gifts, celebrations, events

and activities for our teams we aim to

support the small, independent businesses

near our sites. We also participate in a range

of charity outreach activities, including

raffles, marathon sponsorships, pub quizzes

and coffee mornings.

Our High Wycombe site's Go Green team takes

part in regular volunteering opportunities

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – governance

Our approach to governance is overseen by our Board of

Directors and summarised in our Code of Conduct (see

www.oxinst.com/codeofconduct), which is updated regularly

and issued to all permanent and contracted employees as

a mandatory training module. All employees, customers

and suppliers also have round-the-clock access to our

widely publicised and independent whistleblowing hotline,

Safecall (www.safecall.co.uk/en/clients/oxinst/), should

they encounter any behaviour not in keeping with our ethical

standards. A team reviews any whistleblowing reports which

are made, and each report is escalated and investigated

as appropriate. We received five reports via Safecall in

2025/26. None of the reports led to a compliance concern

being identified.

Our governance sustainability agenda comprises

eight key areas

Our overarching governance sustainability agenda, set out

below, is overseen by our Board Sustainability Committee

(see pages 137 to 138); with the exception of anti-bribery

and anti-corruption, sanctions, export control and customs,

and financial sustainability and tax transparency, which are

overseen by the Audit and Risk Committee (see pages 127

to136).

1 Anti-bribery and anti-corruption

When dealing with business partners, suppliers and

customers, or when engaging with public officials, we expect

our employees and associated persons to act in a transparent

and fair manner. We choose our business partners and

suppliers carefully and avoid working with anyone who does

not meet and adhere to the same high standards. During the

reporting year we carried out a comprehensive audit of our

distributors and channel partners, reducing the number of

partners to support effective governance.

The key principles we expect everyone to follow include

not offering or accepting bribes or improper payments; not

improperly influencing any individual; and not participating

in any kind of corrupt business activity, either directly or

through a third party. To help our employees understand

what is expected of them we provide a comprehensive

training course, refreshed regularly, which all new joiners

must complete to pass their probationary period, and which

all employees must retake annually; we also maintain

a detailed policy document, www.oxinst.com/investors-

content/compliance/anti-bribery-and-corruption.

Our compliance and onboarding programme for our channel

partners includes completion of a mandatory compliance

training course covering anti-bribery and anti-corruption and

a certification to confirm compliance with our anti-bribery

and anti-corruption policy for channel partners.

No one has been dismissed during FY26 as a result of having

committed bribery.

2 Sanctions, export control and customs

We review our Sanctions Policy regularly (most recently in

February 2026) to align with UN, UK, EU and US sanctions

and adapt the policy, processes and controls as required to

manage compliance risks arising from changes in regulations,

notably with regard to Russian sanctions programmes.

We are committed to adhering to both the letter and the

spirit of export controls governing our activities, and engage

regularly with the UK Government’s Export Control Joint Unit

and its equivalents in other jurisdictions.

We are wholly

committed to

conducting

our business

responsibly and

holding ourselves

to high ethical

standards.

Upholding high ethical standards

Our strong values (see page 69) underpin

everything we do; from how we work with

each other and our customers to how we trade

with suppliers. Every representative of Oxford

Instruments is expected to behave in a way

which is consistent with these values.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – governance continued

We undertake due diligence on our key suppliers and expect

them, in turn, to conduct due diligence on their own supply

chain to help eliminate the use of conflict minerals. The

recent engagement of a leading external environmental

compliance partner will support us in ensuring our due

diligence and risk assessment of suppliers is robust.

Our supplier portal allows us to store and audit our key

supplier documents, enabling us to collect information on

product environmental compliance, quality and sustainability.

We are nearing the end of a transitioning process to a

partnership with a leading external compliance partner,

Assent, to help us ensure that we keep pace with existing

and new regulatory requirements and to facilitate the robust

collection and assessment of data from our supply chain

partners, including conflict minerals and carbon footprint data.

5 Human rights and modern slavery

We are committed to preventing acts of modern slavery and

human trafficking from occurring within our business and

supply chain. We take a zero-tolerance approach to all forms

of modern slavery, including servitude, forced, bonded and

compulsory labour, and human trafficking, and we expect our

suppliers to adopt the same approach.

We recognise the importance of educating our employees

on human rights issues and have launched bespoke training

for relevant employees to help them understand human

rights risks and to recognise indicators of modern slavery

and human trafficking in our business and supply chain. This

training is reviewed periodically to ensure it remains effective

and aligned with evolving risks and regulatory requirements.

We maintain an established Whistleblowing Procedure

for employees and third parties to report any concerns in

confidence (and if requested, anonymously), without fear of

retaliation. Further guidance is made available in our Global

Human Rights Policy. In addition, we have extended the

availability of our Whistleblowing hotline to all our suppliers,

representatives, and other business partners, reinforcing our

commitment to transparency and accountability throughout

our value chain.

Our global Code of Conduct sends a clear message to

our employees, business partners, investors, and other

stakeholders about our business principles and ethics.

In addition, our Supplier Quality Manual and Code of

Conduct for Representatives and Suppliers mandates

that our suppliers take action to prevent modern slavery

occurring in their business and supply chain.

Our Anti-Slavery and Human Trafficking Statement is

updated annually and can be found both on our website and

on the Government’s Modern Slavery Statement Registry, and

demonstrates how we seek to continuously strengthen our

approach and enhance transparency over the effectiveness

of the measures we take to address modern slavery risks.

6 Intellectual property and confidentiality

Our intellectual property (IP) is one of our most important

assets; it is key to our success in the market and enables

us to secure and maintain a competitive advantage. We have

comprehensive policies and procedures in place to protect

it, including templates, guidance and training for colleagues.

We continue to protect our inventions, brand and designs

through the use of registered IP rights. In the year we filed a

number of new priority patent applications.

Oxford Instruments often collaborates with third parties on

projects which generate new IP, further enhancing our product

offerings to our customers. In these situations, we will not use

any IP without it first being legitimately acquired or licensed.

3 Inside information and share dealing

As a listed company on the London Stock Exchange,

Oxford Instruments and its employees must comply with

the relevant laws relating to inside information and share

dealing, including the UK Market Abuse Regulation, as

well as our internal Share Dealing Policy and associated

procedures. We ensure that there are adequate processes

and controls in place to identify, manage and disclose inside

information and also support our employees and anyone

working on our behalf with understanding their obligations.

4 Supply chain responsible sourcing

We operate our business in compliance with all applicable

laws and regulations and expect our suppliers to do the

same. The overarching standards we expect from our

suppliers, covering all operations, are set out in our Supplier

Quality Manual, which incorporates our Code of Conduct

for Representatives and Suppliers, www.oxinst.com/assets/

uploads/documents/OI_COC_REPS_SUPPLIERS.pdf.

In addition, as part of our supplier contracts, suppliers are

required to warrant that they and their sub-contractors will

comply with all applicable laws, statutes, regulations and codes

relating to modern slavery, anti-bribery and anti-corruption, and

Oxford Instruments’ Supplier Quality Manual, which incorporates

our Code of Conduct for Representatives and Suppliers.

We are committed to avoiding the use of controversial

materials and proactively eliminating the use of so-called

‘conflict minerals’, ie minerals sourced from mines in the

Democratic Republic of Congo and adjoining countries which

support or fund conflict from products and the supply chain.

Our conflict minerals policy covers all operations.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Sustainability – governance continued

8 Financial sustainability and tax transparency

We manage our tax affairs in accordance with the following

objectives:

• ensuring compliance with all relevant tax law in all

jurisdictions in which the Group operates whilst managing

the associated tax costs in a manner that is consistent with

our Code of Conduct and its attitude to commercial risk;

• seeking to maintain stable effective and cash tax rates

which reflect the geographic markets in which we operate,

and the Group’s tax attributes, such as brought-forward

losses and special deductions such as for research and

development; and

• ensuring that all communication with tax authorities is

conducted in a transparent and professional manner.

Our Group Tax Strategy is available on our website at

www.oxinst.com/investors/oxford-instruments-policy-hub/

group-tax-strategy

7 Data protection, data privacy and data security

Our global privacy standard www.oxinst.com/corporate-

content/privacy sets out the principles that guide our

approach to handling personal information, and all

employees are required to undertake mandatory training on

data protection.

Our marketing teams work closely with our legal teams

to ensure our marketing activities are compliant with the

European General Data Protection Regulation (GDPR), UK

GDPR and related privacy legislation in other territories. Our

CRM and marketing business systems infrastructure enables

us to enhance our security and controls.

Our legal team horizon scans for developments in data

protection legislation around the world and develops

compliance programmes where necessary to ensure we

can respond quickly to any changes made in legislation and

guidance from regulators.

We have implemented annual mandatory Information

Technology (IT) Security training for all employees. We take

a multi-layered approach to cyber security, using a range

of technical and procedural controls to protect our systems

and data. Through continual improvement, we regularly

assess and improve our IT controls across the organisation in

line with UK Government recommendations and recognised

industry best practice. See pages 85 and 86 for further

details of how we manage IT risks.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Risk management

The Board is responsible for establishing

and maintaining a sound system of risk

management and internal control, and for

determining the nature and extent of the

principal risks the Group is willing to take in

pursuit of its long-term strategic objectives.

An ongoing process for identifying,

evaluating and managing the significant

risks faced by the Group is embedded

throughout the organisation. Day-to-day

management of this process has been

delegated by the Board to the Executive

Directors, as detailed in the Audit and Risk

Committee Report. Our risk management

and internal control systems have been in

place throughout the financial year and up

to the date of approval of this Annual Report

and are subject to annual review by the Audit

and Risk Committee. In respect of the year

ended 31 March 2026, the Board considered

that these processes remained effective.

The Board has carried out a robust

assessment of the principal risks facing

the Group, including those which threaten

its business model, future performance,

solvency and liquidity. Details of all major

risks identified, and the mitigating actions

adopted, are reported to and reviewed by

the Audit and Risk Committee throughout

the year. All business units follow a standard

process for risk identification and reporting.

Audit, risk and internal control

Monitor and report

• Periodic reports provided to the

Executive Leadership Team and

Board on how effectively risks are

being managed

Measure

• Risk appetite set by the Board

forall principal risks

• Measurement of risks against

appetite and escalation process

Respond

• Controls defined to address risks

within tolerance and ownership

defined

• Risk action plans created to

manage risks within appetite

Identify

• Strategic reviews with Executive

Leadership Team

• Group principal risks reviewed and

agreed with Executive Leadership

Team and the Board

Risk

Management

Process

Risk Management Framework

Board of Directors

Assess principal risks and set risks appetite.

Overall responsibility for maintaining sound

risk management and internal controls.

Audit and Risk Committee

Set risk management framework. Assess

effectiveness of the Group’s risk framework

and internal controls.

Executive Leadership Team

Implement risk management framework.

Assess effectiveness of the Group’s risk

framework and internal controls.

Risk and Internal Audit

Test internal controls and coordinate risk

management activity, provide support

to business risk owners and report risk

information across the Group.

Operational management

Own and review operational risks, operate

controls and implement mitigation actions.

Top DownBottom Up

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Risk management continued

Priorities during financial year ended

31 March 2026

During the year ended 31 March 2026, we continued

to strengthen our internal audit and risk management

capability. The Head of Internal Audit, with responsibility for

risk management and assurance, has embedded regular

six-monthly formal reviews of principal risks by the Executive

Leadership Team. These include the identification and

evaluation of key risks and focus on the mitigating strategies

and actions required. New and emerging risks are also

reviewed to support the risk reporting process.

We have further strengthened our resilience to cyber security

risk through the appointment of a Chief Information Security

Officer and implementation of enhanced threat intelligence

and monitoring capabilities.

A significant development during the year has been

the refinement of our risk appetite framework and the

establishment of target risk scores for each principal risk,

providing clear boundaries for risk-taking aligned with our

strategic objectives.

Risk appetite framework

The Board has established a risk appetite framework with

three categories that define our tolerance for different types

of risk:

• Averse: Low tolerance for risks that could cause serious

harm, loss of life, or fundamental business disruption. We

seek to minimise these risks to the lowest level reasonably

practicable.

• Balanced: Moderate tolerance where risks are managed

through robust controls and active monitoring. We accept

these risks as part of normal business operations, provided

they remain within defined boundaries.

• Open: Higher tolerance for strategic risks where the

potential upside justifies the exposure. We are willing to

accept elevated risk levels where they align with strategic

growth objectives and competitive advantage.

Each principal risk is assigned a target score aligned with

this framework. Where current exposure is above the

target appetite, structured mitigation plans are in place

and progress is regularly reviewed by the Audit and Risk

Committee. The Board's approach to risk appetite balances

robust governance with commercial pragmatism, ensuring

that risk decisions are informed by thorough cost-benefit

analysis and aligned with the Group's capacity to manage

risk while pursuing strategic growth.

Principal risks and uncertainties

Principal risks are reported and discussed at every meeting

of the Audit and Risk Committee. We consider principal risks

to be those which could have a significant adverse impact on

the Group's business model, financial performance, liquidity

or reputation. Each principal risk is assigned to an executive

risk owner who is accountable for ensuring appropriate

mitigation strategies are in place and monitored.

The Board and Audit and Risk Committee have continued to

refine the Group’s risk framework to ensure it remains aligned

with our business strategy. Key changes during the year include:

• Risk disaggregation: Cyber/IT has been separated

into Cyber security and ERP resilience, while Legal and

regulatory has been separated into Laws and regulations

and Product compliance to provide more granular

oversight.

• Elevation of health and safety: This has been elevated to

a standalone principal risk to reinforce our commitment to

a 'zero-harm' culture and an Averse risk appetite.

• Integration of business interruption: This has been

removed as a standalone risk, with its components

integrated into relevant principal risks (eg, Supply chain

and Health and safety) for a more holistic approach to

resilience.

• Macroeconomic and geopolitical sensitivity: While these

risks remain within our appetite, we have increased their

impact assessment to reflect the persistent inflationary

environment and tightening global export control regimes.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

54 2

3 1

7 8

Remote Very likely

Likelihood

Impact

Low High

Risk management continued

Principal risks and uncertainties matrix

Our principal risks are mapped onto a probability and

impact matrix to assess their relative importance.

Commentary

The Group’s risk profile over the last 12 months has been

shaped by a complex interplay of persistent external

volatility and the deliberate internal strengthening of our risk

management framework. While our core operational controls

remain robust, the global environment has necessitated a

more agile and granular approach to risk oversight.

External risk drivers and movements

The external risk landscape remained challenging

throughout the financial year, leading to an increase in the

residual risk scores for geopolitical and macroeconomic risks.

Geopolitical volatility: We have seen a continued tightening

of global export control regimes and escalating trade

tensions in key jurisdictions. While our compliance framework

is mature, the external environment is increasingly restrictive,

requiring constant monitoring and scenario planning.

Macroeconomic headwinds: Persistent inflationary

pressures on our cost base and significant volatility in

foreign exchange markets have led to an increased impact

assessment for macroeconomic risk. We have also noted

increased sensitivity in public sector research funding in

certain geographies, which we continue to monitor through

our commercial planning.

Supply chain stabilisation: The Group's supply chain risk

has increased during the year due to global shortages of

electronic components caused by geopolitical events in

2025. These shortages have affected component availability

and lead times across several product lines, requiring

enhanced supplier engagement and proactive inventory

management. We have accelerated our dual-sourcing

and supplier diversification programmes to mitigate these

dependencies and enhance supply chain resilience.

Summary of risk direction

Of our 13 principal risks, 3 have increased during the year

primarily due to heightened external volatility and specific

supply chain constraints, while 1 has decreased reflecting

improved channel diversification. The remaining 9 risks

remain stable, reflecting the effectiveness of our internal

mitigation strategies. The Board remains confident that our

refined risk framework provides the necessary resilience to

navigate this period of global uncertainty.

Comparability note: The FY26 principal risk matrix is not directly comparable

with FY25 due to refinements to the Group’s principal risk framework and

assessment methodology during the year, including changes to risk grouping

and the incorporation of business interruption within other principal risks.

Changes in numbering and matrix position should therefore not be interpreted

on a like-for-like movement against the FY25 Annual Report.

# Principal Risk/(Risk Owners) Risk Appetite

Geopolitical (CEO) Open

Supply chain (COO) Balanced

Macroeconomic (CEO) Balanced

Cyber/IT: Cyber-attack (CFO) Balanced

Cyber/IT: Major ERP/system failure (CFO) Balanced

Routes to market (CEO/MDs) Balanced

NPI (MDs) Balanced

Operational transformation (COO) Balanced

Product compliance (COO) Balanced

People & capability (CHRO) Balanced

Health & safety (COO) Averse

Laws & regulations (GC) Balanced

Climate change (CHRO) Balanced

Current residual risk score

Increase

Decrease

Unchanged

New Risk

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Risk owner: Chief Executive Officer (CEO) | Risk appetite: Open | Year-on-year change: Increase

1. Geopolitical

Context

The Group operates globally and is subject to evolving geopolitical developments,

including export controls, sanctions, and trade policy changes.

Risk appetite

Geopolitical risk is largely external and not directly controllable. The Group therefore

adopts an open appetite, supported by robust compliance processes, scenario planning

and portfolio diversification. Our focus is on agility, resilience and informed decision-making

rather than attempting to eliminate exposure.

Risk and potential impact

Material disruption to market access or supply chains in key territories could lead to a

significant reduction in Group revenue, increased landed costs through tariffs, or the

inability to fulfil contracts due to export licence rejections. Prolonged instability in core

markets may also impair the carrying value of assets or necessitate a strategic re-

evaluation of regional operations.

Control mechanisms and mitigation

• Engagement with UK Government and regulatory authorities.

• Broad global customer base with contractual protection and market diversification.

• Strategic sourcing and dual sourcing to reduce landed costs.

• Focus on lower-risk markets and end users.

• Long-term investment planning strategies.

Changes since FY25

The risk has increased during the year, reflecting a more complex and volatile global

geopolitical environment. This includes heightened uncertainty and recent developments

in the Middle East, alongside ongoing trade tensions and the continued evolution of

global sanctions regimes. While the Group has not experienced a material impact on its

operations to date, we continue to monitor developments closely and maintain a robust

compliance framework to manage potential secondary effects on global trade and

regulatory requirements.

Key:

Detailed principal risk descriptions

Link to strategy:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: Chief Operating Officer (COO) | Risk appetite: Balanced | Year-on-year change: Increase

2. Supply chain

Context

The Group operates a global supply chain, sourcing from many suppliers across a wide

range of categories. For certain technologies, there are limited alternative sources.

Disruption may be triggered by global events such as conflict, natural disaster, geopolitical

developments or pandemics.

Risk appetite

Oxford Instruments maintains a balanced appetite for supply chain risk, accepting

moderate exposure where strategic sourcing benefits justify it. This approach is supported

by proactive risk management through contingency planning, supplier diversification, and

ongoing regulatory monitoring.

Risk and potential impact

Failure of critical or single-source suppliers could result in significant production delays,

inability to meet customer delivery schedules, and a subsequent loss of market share.

Supply shortages or sudden price volatility in key components (such as sensors or magnets)

may lead to increased working capital requirements and a material adverse impact on

operating margins.

Control mechanisms and mitigation

• Sales and operational planning process with long-term demand planning.

• Strategic, selective and diversified supplier base.

• Group strategic sourcing programme to consolidate demand and manage key

supplierrisks.

• Buffer stock in extended supply chain for high-risk suppliers.

• Relationship management with key suppliers and long-term contracts.

Changes since FY25

The risk increased during the year, primarily driven by shortages of certain electronic

components resulting from wider geopolitical events during 2025. Our multi-year resilience

programme remains under way, including dual-sourcing and supply chain diversification

initiatives. We also remain vigilant to potential logistics or cost disruptions arising from

recent developments in the Middle East.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: CEO | Risk appetite: Balanced | Year-on-year change: Increase (impact)

3. Macroeconomic

Context

Macroeconomic factors such as recession, inflation and government budget priorities

(particularly US university funding) can affect demand and place upward pressure on

key cost elements. The Group operates in international markets exposed to inflationary

pressures, currency movements and public sector funding dynamics.

Risk appetite

Oxford Instruments maintains a balanced appetite for macroeconomic risk, actively

managing exposure to currency fluctuations, inflationary pressures, tax burdens, and tariff

risks through hedging, strategic sourcing, operational efficiencies, and agile commercial

practices.

Risk and potential impact

Persistent inflation or recessionary trends in major economies could dampen demand

for high-technology capital equipment. Significant volatility in foreign exchange rates,

particularly the GBP/USD relationship, may lead to material fluctuations in reported

revenue and profit, while rising labour and energy costs could erode the Group’s

competitive cost base.

Control mechanisms and mitigation

• Strategic focus on growth markets and price reviews.

• Inflation protection in commercial response to long lead-time tenders.

• Strategic management of currency exposure with active hedging.

• Reviews of supply chain currency base.

Changes since FY25

The risk has increased, reflecting persistent inflationary pressures and volatility in foreign

exchange markets. We are also monitoring the potential for secondary impacts arising

from geopolitical developments, including recent events in the Middle East, which may

influence energy prices and customer investment confidence in certain geographies.

While no material impact has been observed to date, the Group maintains flexibility in its

cost base and pricing strategies and continues to monitor funding sensitivity through its

commercialplanning.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: Chief Financial Officer (CFO)/Chief Information Officer (CIO) | Risk appetite: Balanced | Year-on-year change: No change

4. Cyber/IT: Cyber security

Context

Elements of production, financial and other systems rely on IT availability. The Group faces

evolving cyber threats including ransomware, malware and data privacy breaches.

Risk appetite

Oxford Instruments maintains a balanced appetite for cyber security risk, recognising that

cyber threats cannot be eliminated entirely. The Group seeks to manage this exposure

through layered technical controls, employee awareness, incident response capability and

regular testing designed to strengthen resilience and recovery.

Risk and potential impact

A successful cyber-attack or ransomware incident could result in prolonged operational

downtime, loss of sensitive intellectual property, and the compromise of personal or

commercial data. Such events may lead to significant remediation costs, regulatory fines,

and enduring damage to the Group’s reputation and customer trust.

Control mechanisms and mitigation

• Managed service with third-party security specialists providing incident monitoring.

• Suite of IT protection mechanisms including firewalls, penetration testing and regular

backups.

• Appointment of Chief Information Security Officer.

• Employee awareness training and phishing simulation exercises.

• Regular review and testing of key security measures.

Changes since FY25

Despite continued investment in threat detection and response capabilities, residual cyber

risk remains elevated given the increasing sophistication, frequency and persistence of

global cyber threats. The Group’s focus remains on maintaining strong cyber hygiene,

resilience and recovery capability.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: CFO/CIO | Risk appetite: Balanced | Year-on-year change: No change

5. Cyber/IT: ERP resilience

Context

The Group operates across multiple enterprise resource planning (ERP) platforms as part of

an evolving technology landscape.

Risk appetite

Oxford Instruments maintains an overall balanced appetite for IT risk. Recognising

the complexity of enterprise systems, the company manages transformation through

structured maintenance, phased upgrades, and legacy system migrations, supported by

business continuity planning.

Risk and potential impact

Major failure of legacy ERP systems or inadequate disaster recovery could lead to a loss

of data integrity and the inability to process orders, manage production, or report financial

results accurately. This could cause significant business interruption, impacting both

customer service levels and the Group’s ability to meet its financial obligations.

Control mechanisms and mitigation

• Business continuity plans for all sites.

• Backup and recovery procedures.

• ERP modernisation roadmap.

• Regular disaster recovery (DR) testing and system redundancy for critical applications.

Changes since FY25

The risk remains stable as the Group continues to execute its ERP modernisation roadmap.

Residual risk remains elevated due to the complexity of the legacy systems landscape

and the time required to complete migration and standardisation activities. Management

continues to prioritise resilience, disaster recovery capability and phased transformation.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: CEO/Divisional and regional presidents | Risk appetite: Balanced | Year-on-year change: Decrease

6. Routes to market

Context

In some instances, the Group's products are components of higher-level systems sold by

original equipment manufacturers (OEMs), and thus the Group does not fully control its

route to market.

Risk appetite

Oxford Instruments adopts a balanced approach as it accepts moderate exposure to

changes in its OEM and distributor base, while managing this risk through strategic

marketing, enhanced due diligence, and strategic options such as 'Made in China'.

Risk and potential impact

The loss of a key OEM partnership or the failure of a major distributor could result in

a sudden loss of access to specific market segments. Vertical integration by partners

could turn current customers into competitors, leading to reduced sales volumes and the

potential under-utilisation of manufacturing capacity.

Control mechanisms and mitigation

• Customer insight to match product performance to customer needs.

• Strategic relationships with OEMs to promote benefits of combined systems.

• Positioning of Oxford Instruments brand and marketing directly to end users.

• Product differentiation and direct marketing strategies.

Changes since FY25

The risk reduced during the year, reflecting progress made in broadening the Group’s routes

to market. This included expansion of OEM relationships and a wider customer base within

ANDOR, reducing concentration risk and improving channel resilience. We continue to

manage dependencies through our Channel Partner Strategy while selectively increasing

direct end-user engagement.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: CEO/Divisional and regional presidents | Risk appetite: Balanced | Year-on-year change: No change

7. New Product Introduction (NPI)

Context

The Group provides high-technology equipment, systems and services to its customers in

rapidly evolving markets.

Risk appetite

Oxford Instruments maintains a balanced appetite for innovation, investing in new

technologies and product development to stay close to customer needs and drive strategic

growth. The company accepts a measured level of risk in its R&D activities.

Risk and potential impact

Failure to innovate or delays in bringing new technologies to market could lead to

technological obsolescence and a loss of competitive advantage. This would result in

lower-than-anticipated revenue growth, the impairment of R&D investments, and a failure

to meet the long-term objectives of our stated business strategy.

Control mechanisms and mitigation

• 'Voice of the Customer' approach and deep market knowledge.

• Formal NPI processes to prioritise investment and manage R&D expenditure.

• Stage-gate process to challenge commercial business case and mitigate technical risks.

• Competitive intelligence and intellectual property monitoring.

• AI and emerging tech governance.

Changes since FY25

Risk levels remain stable. The Group’s stage-gate governance has been further

strengthened to ensure that R&D investment remains aligned with strategic priorities,

customer need and expected return.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: COO | Risk appetite: Balanced | Year-on-year change: No change

8. Operational transformation

Context

Following the Group’s 2024 strategy review, an operational transformation programme

(OpEx30) is in progress, aiming to improve operating efficiencies. Business plans include

revenue growth and operating margin improvements that are, in part, dependent on

realising those efficiencies.

Risk appetite

Oxford Instruments maintains a balanced appetite for operational transformation,

accepting a measured level of risk in pursuit of margin improvement and increased output.

This is underpinned by a strong performance monitoring framework and a culture of

continuous improvement.

Risk and potential impact

Failure to execute the OpEx30 programme effectively could result in the Group missing

its margin improvement targets and failing to achieve intended operational efficiencies.

This may lead to a higher-than-planned cost base and could negatively affect investor

confidence in the Group’s ability to deliver its strategic roadmap.

Control mechanisms and mitigation

• CEO and steering group oversight of operational excellence programme.

• Programme headed by COO with proven track record, supported by Vendigital

partnership.

• Dedicated support in key areas and structured tracking.

Changes since FY25

The risk is stable as the OpEx30 programme moves into its next phase. Governance

remains strong, and early milestones are being met, though we remain vigilant regarding

the execution of complex efficiency initiatives.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: COO | Risk appetite: Balanced | Year-on-year change: NEW

9. Product compliance

Context

As a global business operating across multiple jurisdictions, Oxford Instruments manages

evolving product compliance requirements including environmental regulations such as

WEEE (Waste Electrical and Electronic Equipment) and packaging recycling standards.

Risk appetite

Oxford Instruments maintains a balanced appetite for product compliance risk, proactively

managing regulatory obligations through robust governance frameworks, dedicated

compliance resources, and continuous monitoring. The Group prioritises compliance with

all applicable product safety, environmental, and labelling regulations, while accepting a

measured level of risk during transition periods as standards evolve or new regulations are

introduced. Non-compliance with safety-critical requirements is not tolerated.

Risk and potential impact

Non-compliance with evolving global standards (such as safety, environmental, or

chemical regulations) could lead to product recalls, seizure of goods by customs

authorities, and the exclusion of the Group from key markets. This would result in significant

financial penalties and potential legal action against the Group.

Control mechanisms and mitigation

• Product compliance teams with established methodology for regulatory changes.

• Strategic sourcing and product compliance groups.

• External audits.

New for FY26

Product Compliance has been established as a standalone principal risk during FY25/26,

having previously been reported within the combined Legal and Regulatory risk. This

disaggregation reflects the growing complexity of global product compliance obligations

and the Board's view that this area warrants dedicated principal risk oversight.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: Chief HR Officer | Risk appetite: Balanced | Year-on-year change: No change

10. People and capability

Context

Delivering and protecting our core people capability and knowledge is a strategic priority

for the Group.

Risk appetite

Oxford Instruments maintains a balanced appetite for people and capability risk, supported

by targeted recruitment for specialist roles, competitive reward structures, and investment

in development and succession planning.

Risk and potential impact

The inability to attract or retain specialist technical and leadership talent could lead to a

loss of core knowledge and an inability to execute strategic projects. High staff turnover

or capability gaps in key geographies may result in increased recruitment costs, lower

productivity, and a loss of competitive edge in innovation.

Control mechanisms and mitigation

• Talent management and succession processes.

• Leadership and technical development programmes.

• Strategic focus on employee experience and competitive remuneration.

• Hybrid and remote working policies.

Changes since FY25

The risk has remained stable, notwithstanding the highly competitive global market for

specialist scientific and engineering talent. Our retention rates remain healthy, and we

continue to adopt a more proactive talent acquisition strategy to fill critical roles in the

business.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: COO | Risk appetite: Averse | Year-on-year change: NEW

11. Health and safety

Context

Oxford Instruments operates manufacturing facilities and service operations globally, with

the health, safety, and wellbeing of our employees, contractors, and customers as a

fundamental priority.

Risk appetite

Oxford Instruments maintains an averse appetite for health and safety risk, prioritising

the protection of our people above all other considerations. The Group is committed to

achieving zero-harm through robust risk assessments, comprehensive training, proactive

hazard identification, and continuous improvement in safety culture. All operations must

comply with applicable health and safety regulations, and the Group targets performance

that exceeds regulatory minimums and industry benchmarks. Any serious incident or near-

miss is subject to immediate investigation, root cause analysis, and Board-level review, with

lessons learned shared across all locations.

Risk and potential impact

A serious health and safety incident could result in loss of life or life-altering injuries, leading

to criminal prosecution, substantial fines, and the potential closure of manufacturing sites.

Beyond the human cost, such incidents cause profound damage to the Group’s reputation

and its standing as an employer of choice.

Control mechanisms and mitigation

• Group H&S policies and procedures.

• Site-level risk assessments and regular H&S audits.

• Mandatory training programmes.

• H&S legal registers at all manufacturing and regional HQs.

• Group H&S Manager providing support and oversight.

New for FY26

Health and Safety has been elevated to a standalone principal risk during FY25/26,

reflecting the Group's commitment to a zero-harm culture and the Board's determination

that this risk warrants dedicated principal risk oversight at the highest level. Previously

reported within the broader operational risk cluster, its elevation reinforces the Averse risk

appetite the Board applies to the safety of our people.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions continued

Risk owner: General Counsel | Risk appetite: Balanced | Year-on-year change: No change

12. Laws and regulations

Context

As a global technology business, Oxford Instruments operates across multiple jurisdictions

with diverse and evolving legal and regulatory frameworks. The Group proactively

manages compliance obligations spanning corporate governance, financial reporting,

anti-bribery and corruption, competition law, data protection, employment law, and

exportcontrols.

Risk appetite

Oxford Instruments maintains a balanced appetite for corporate legal and regulatory risk,

operating within defined policies and established standards of compliance while supporting

commercially viable opportunities within those parameters. The Group prioritises compliance

with all applicable laws and regulations through robust governance frameworks, mandatory

training, legal horizon scanning, and proactive engagement with regulators.

Non-compliance with anti-bribery, competition law, and data protection requirements is not

tolerated, and any breaches identified are escalated and addressed through our established

governance processes. The Group applies a risk-based and proportionate approach, whereby

issues are assessed based on their nature, scale, and potential impact, with material breaches

escalated and remediated in line with our defined oversight and reporting protocols.

Risk and potential impact

Breaches of corporate laws, such as anti-bribery, competition, or data protection

regulations, could result in severe financial penalties, debarment from government

contracts, and criminal sanctions. Such failures would fundamentally undermine the

Group’s integrity and its relationship with stakeholders and regulators.

Control mechanisms and mitigation

• Group Legal function with regional support.

• Compliance policies and procedures including Code of Conduct.

• Regular compliance training programmes.

• Legal and regulatory horizon scanning.

• Use of external legal advisers in specialist areas.

• Whistleblowing hotline and investigation procedures.

Changes since FY25

The risk is stable. Our compliance framework, including anti-bribery and data protection,

is well-embedded. We continue to monitor the regulatory horizon for changes in corporate

governance and reporting requirements. There were no material breaches, fines or

sanctions against the Group during the year.

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Risk owner: Chief HR Officer | Risk appetite: Balanced | Year-on-year change: No change

Context

Climate change presents both physical and transition risks to the Group's operations,

supply chain and markets. The Group is committed to achieving net zero emissions and

supporting the transition to a low-carbon economy. Regulatory requirements for climate-

related disclosures and carbon reduction are increasing globally.

Risk appetite

Oxford Instruments maintains a balanced appetite for climate-related risk, integrating

sustainability into strategic decision-making and operational planning. The Group’s

approach is supported by Board oversight, dedicated ESG capability, climate risk

assessment, and engagement across the supply chain. Management continues to

balanceambition, operational feasibility and evolving regulatory expectations.

Risk and potential impact

Physical risks, such as extreme weather, could cause catastrophic damage to facilities or

supply chain hubs. Transition risks, including carbon pricing and stricter emissions regulations,

may increase operating costs. Failure to meet net zero commitments could lead to

reputational damage, reduced access to capital, and a decline in demand from sustainability-

consciouscustomers.

Control mechanisms and mitigation

• Net zero commitment and carbon reduction roadmap.

• Climate risk assessment integrated into enterprise risk management.

• Energy efficiency programmes and renewable energy procurement.

• Sustainable product design and circular economy initiatives.

• Supply chain engagement on climate and sustainability.

• TCFD-aligned climate disclosures.

• Board oversight through Sustainability Committee.

Changes since FY25

The risk level is stable as we continue to execute our net zero roadmap. We have made

good progress in renewable energy procurement and supply chain engagement, keeping

us on track with our long-term sustainability commitments.

Detailed principal risk descriptions continued

13. Climate change

Link to strategy:

Key:

Deliver strong growth through

‘customer first’ Ways of Working

Deliver a step change in

operational performance

Simplify the organisation

Invest in new technology

and products, protecting and

enhancing our core strengths

Embed our values and

Ways of Working

Reach net zero in our own

operations by 2030

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Detailed principal risk descriptions

continued

Viability statement

For the year ended 31 March 2026

Emerging risks and horizon scanning

The Group maintains an active horizon-scanning process to

identify emerging risks that may develop into principal risks

over time. Areas of ongoing focus include:

• acceleration of export control regimes;

• rapid technological disruption, including AI-enabled

competition;

• evolving sustainability and ESG regulation; and

• regionalisation of global supply chains

Emerging risks are reviewed regularly by the Executive

Leadership Team and Audit and Risk Committee.

In accordance with Provision 31 of the 2024 UK Corporate

Governance Code, the Directors have assessed the viability

of the Group. The Group has traded successfully for over 65

years, been listed on the London Stock Exchange since 1983,

and has an established track record of adapting to changing

macroeconomic conditions and other challenges to its

business model.

Our strategy for how we aim to deliver continued growth is

set out on pages 33 to 38. Our principal risks to the success of

this strategy are set out on pages 79 to 95. The Directors have

assessed viability over five years to 31 March 2031, taking into

account the Group’s current position and the potential impact

of our principal risks on future performance.

Whilst the Board has no reason to think the Group will not

be viable over a longer period, five years is considered an

appropriate period over which a reasonable expectation

of long-term viability can be evaluated. The assessment

period reflects an extension to the previous year’s viability

assessment period of three years, and is aligned to our

planning horizon at both a Group and divisional level.

Assessment of viability

The Board has conducted a robust assessment of the

principal risks during the year, including factoring in more

recent geopolitical developments such as the conflict in the

Middle East. It has also assessed these against a risk appetite

framework, and has reviewed the mitigation plans in place to

maintain or align risks within the Board’s expressed appetite.

Key risk indicators are also in place to monitor the progress

ofthese mitigation actions.

In performing the viability assessment, the Board has considered

how these risks individually or in combination may impact

viability in a series of severe, but plausible scenarios. The Board

has considered impacts associated with geopolitical instability,

including tariffs and other trade protectionist measures which

might limit the Group’s access to certain territories.

These impacts may be combined with other resulting

macroeconomic effects, including inflation or supply chain

disruptions. Given the high proportion of the Group’s turnover

that is derived from non-UK territories, the Board has also

considered the impact of significant changes in the value of

sterling versus the US dollar, which represents the Group’s

most important trading currency, representing just under

halfof the Group’s total revenues in FY26.

Financial modelling was carried out, using the Group’s

long-term strategic growth plan, annual budgets and

five year financial forecasts as a base case, creating

financial scenarios based on the Group’s principal risks

and uncertainties. The analysis has considered the Group’s

resilience under these scenarios, including impacts on

profitability, and cash flow generation.

Consideration has also been given to the Group’s current

strong financial position. The Group had a net cash balance of

£94.0m as at 31 March 2026, with borrowings of £0.5m. Free

cash flow generation was £41.9m in the year, and the Group

has continued to deploy capital to pay dividends and buyback

of its own shares. However, suspension of capital returns to

shareholders is a mitigating action the Group could take if

the Board considered it was required to ensure viability. The

Group maintains an unsecured multi-currency revolving facility

agreement which expires in March 2028, with two extension

options. The facility is supported by four banks and comprises

a euro-denominated multi-currency facility of €95.0m (£80m)

and a US dollar-denominated multi-currency facility of

$150.0m (£116m).

The Directors have also considered mitigating actions

available to management, which include implementing

cost reduction and efficiency programmes, reprioritising or

deferring discretionary capital expenditure, lease back of

some of the Group’s property assets, optimising inventory

levels and supply chain strategies, or disposing of certain

product lines or businesses.

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Conclusion

Based on this assessment, the Directors have a reasonable expectation that the Group will be

able to continue in operation and meet its liabilities as they fall due over the five year period of

the assessment. Accordingly, the Directors consider the Group to be viable over that period.

This viability statement should be read in conjunction with the Principal Risks and Uncertainties

on pages 79 to 95, the Finance Review on pages 42 to 50 and the Going concern statement as

set out below.

Going concern statement

The Directors have considered the Group’s current financial position and future prospects

and have a reasonable expectation that the Group has adequate resources to continue in

operational existence from at least 12 months from the date of signing the accounts. As set

out in the Viability statement above, a longer-term assessment has been performed up to

31March2031. For these reasons, the Directors conclude that the use of the going concern

basis of accounting is appropriate, the Group will continue operational existence for the

foreseeable future, and that no material uncertainty related to going concern exists that

wouldrequire disclosure in the financial statements.

The Directors have carried out a robust viability assessment, including stress testing and

scenario analysis, which considered severe but plausible downside scenarios.

These scenarios include, individually and in combination:

Scenario modelled Link to principal risks

Scenario 1 – Revenue reduction

• Reduction in customer demand across key end markets,

or limits on the Group’s ability to trade in key territories

• A 25% reduction in revenue over the five year assessment

period versus the base case, with no cost mitigation.

Negative impact on Group margins and cash generation

Risk 1 : Geopolitical

Risk 2: Supply chain

Risk 3: Macroeconomic

Risk 6: Routes to market

Risk 7: NPI

Risk 9: Product compliance

Scenario 2 – Cost inflation

• A 10% per annum increase in production and overheadcosts

• No additional price increase mitigation

Risk 1: Geopolitical

Risk 2: Supply chain

Risk 3: Macroeconomic

Scenario 3 – Global supply chain disruption

• Sustained 10% reduction in revenue over the assessment

period versus the base case

• Increased production costs by 10% per annum

overtheassessment period

Risk 1: Geopolitical

Risk 2: Supply chain

Risk 3: Macroeconomic

Risk 5: Major ERP system failure

Scenario 4 – Adverse FX movement

• Weakening of USD to GBP to $1.40, impacting all US dollar

denominated revenues

• No price, currency mix, or hedging mitigation actions

Risk 1: Geopolitical

Risk 3: Macroeconomic

Scenario 5 – Combined cost inflation and adverse FX movement

• Weakening of USD to GBP to $1.40, impacting all US dollar

denominated revenues

• No price, currency mix, or hedging mitigation actions

• A 10% per annum increase in production and overhead costs

• No additional price increase mitigation

Risk 1: Geopolitical

Risk 2: Supply chain

Risk 3: Macroeconomic

Viability statement continued

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Non-financial and sustainability information statement

In accordance with the Non-Financial Reporting requirements contained in sections 414CA and 414CB of the Companies Act 2006, the below table and the information it refers to, is intended to

help stakeholders understand our position on key non-financial matters and sets out where relevant non-financial and sustainability information (NFSIS) can be found within this Annual Report.

The description of our business model can be found on pages 28 to 32 and information regarding our approach to stakeholder engagement can be found on pages 112 to 119.

Key policies and procedures NFSIS ref:

Description

Page ref:

Anti-bribery and

Anti-corruption Policy*

Sets out our expectations and the responsibilities of all employees and business partners in relation to bribery and

corruption, and provides information and guidance on how to recognise and address bribery and corruption issues.

132

Business Travel Policy

Provides guidelines to ensure that employees travelling for business purposes can do so in a safe, efficient, comfortable

and sustainable manner, whilst upholding their wellbeing.

n/a

Code of Conduct*

Sets out the actions and behaviours expected of all those who work for and on our behalf around the world. It provides

guidance on identifying ethical issues and suggests ways to either prevent or address them if necessary.

76, 120

Conflicts of Interest Policy

Provides guidance to employees on our expectations in relation to conflicts of interest and how they should be managed. 122, 173

Environmental Policy*

Outlines our commitment to achieving net zero carbon emissions by 2045 by significantly reducing our environmental

footprint, addressing activities that may contribute to climate change, and continuously monitoring our progress.

53–68

Export Control Policy

Provides a framework for identifying and managing goods that are subject to export restrictions and end-use controls in

accordance with the UK’s Export Control Act 2002, the US’ Export Controls Act 2018 and EU regulations.

Gender & Ethnicity

Pay GapReport

Describes the gender and ethnicity pay gaps among our employees and how we monitor, measure and take action to

help ensure that all employees, regardless of gender or ethnicity, are paid fairly.

70–71

Global Human

Rights Policy*

Describes our commitment to create an inclusive and safe working environment in which everyone is treated with dignity

and respect. The policy is guided by internationally recognised human rights standards, including the International

Labour Organization's Declaration on Fundamental Principles and Rights at Work and the United Nations Guiding

Principles on Business and Human Rights.

Group Sanctions Policy

Provides a framework for ensuring compliance with UN, UK, EU and US sanctions for international transactions including,

but not limited to, financial transactions and the sale or purchase of products and services.

Group Tax Strategy*

Sets out our approach to managing tax risks and obligations across the Group in a manner that is compliant,

transparent, and aligned with our strategic objectives.

Health and Safety Policy*

Sets out our commitment and approach to ensuring the health and safety of our employees, visitors, contractors and

all stakeholders.

72–73

Modern Slavery Statement*

Outlines our commitment to preventing acts of modern slavery and human trafficking in our operations and supply

chains, including due diligence reviews of key suppliers and providing support and guidance to help suppliers address

any concerns they might have in their business and supply chains.

Opportunity and Career Policy

Sets out our commitment to encouraging and supporting the career development of ouremployees. 74

Sets out our commitment to protecting the privacy and security of personal data of our employees, suppliers, customers

and others who interact with our business. We have country-specific employee privacy notices, or equivalent, to ensure

we are complying with our obligations to employees across the business.

Key

Environment

Employees

Social matters

Human rights

Anti-bribery and

anti-corruption

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

Non-financial and sustainability information statement continued

Key policies and procedures NFSIS ref:

Description

Page ref:

Reward and Recognition Policy

Outlines our principles for rewarding and recognising employees, underpinning our values and strategy. n/a

Share Dealing Policy

Provides guidance to Directors and employees of the Group to comply with their obligations under the UK Market

Abuse Regulation.

Supplier Due Diligence

and Audit Procedures

Our Code of Conduct for Representatives and Suppliers complements our Code of Conduct by setting out the basic

requirements mandated for the Group’s representatives and suppliers concerning their responsibilities towards their

stakeholders and theenvironment.

Ways of Working

Provides a framework to guide our behaviour and decision-making, helping colleagues to work effectively with

customers, suppliers and others to deliver on our commitments and uphold our values.

69–70

Whistleblowing Policy*

Provides guidance to all Workers (meaning employees, whether permanent, contract, self-employed or employees of

other individuals or contractors who are working on our premises or on behalf of the company) regarding how they can

freely voice genuine concerns and/or disclose information relating to possible malpractice about the company’s or a

colleague’s business activities, and how such concerns will be takenforward.

76–77

* Policy available on our website at oxinst.com

Additional non-financial and sustainability information

NFSIS reference Information within this report Page ref:

Business model Business model 28–32

Principal risks Principal risks and uncertainties matrix

Detailed principal risk descriptions

Audit and Risk Committee report

79–94

127–136

Non-financial key performance indicators Non-financial KPIs 41

Climate-related financial disclosures TCFD Statement 60–68

Approval

The Strategic Report was approved by the Board on 8 June 2026.

RICHARD TYSON

Chief Executive Officer

8 June 2026

Key

Environment

Employees

Social matters

Human rights

Anti-bribery and

anti-corruption

Governance Financial Statements

Oxford Instruments plc

Annual Report 2026

Strategic ReportOverview

100 Chair’s overview

102 Board of Directors

105 Governance at a glance

108 Governance framework

110 Board activities and outcomes

112 Stakeholder engagement and Section

172(1) Statement

120 Monitoring and embedding culture

121 Board effectiveness, development

anddiversity

122 Other Governance disclosures

123 Nomination Committee report

127 Audit and Risk Committee report

137 Sustainability Committee report

139 Directors’ Remuneration report

172 Shareholder information

173 Directors’ report

177 Directors’ responsibilities

Governance

Report

9999

Financial StatementsOverview Strategic Report Governance

Oxford Instruments plc

Annual Report 2026

Delivering

Governance

that supports

long-term value

Chair’s overview

Dear Shareholder,

On behalf of the Board, I am pleased to present the

Governance Report for the year ended 31 March 2026.

This report outlines our governance framework, highlights

the work undertaken by the Board and its Committees

over the year, and demonstrates how we have fulfilled our

responsibilities. The Board remains focused on promoting

the long-term, sustainable success of the company and

the Group, creating value for shareholders and other

stakeholders. Central to this is our continued commitment

to applying and upholding high standards of corporate

governance across the Group, and we have complied with all

applicable provisions of the 2024 UK Corporate Governance

Code during the year.

Strategy and purpose

The Board has maintained a strong focus on overseeing

the delivery of our strategy, receiving updates on strategic

execution at each Board meeting. During the year, the Board

also heard directly from the Managing Directors of our

Advanced Technologies and Imaging & Analysis divisions,

who provided insights into both progress made and medium-

term strategic planning. I am pleased to note that our

initiatives to drive enhanced growth and profitability through

a customer first approach continue to build momentum,

and are now delivering many of the outcomes we set out

toachieve.

For more information, see Our purpose-driven approach on

page 8, Our strategy for growth on pages 33 to 38, and the

Chief Executive Officer’s review on pages 11 to 23.

“ Strong governance is

fundamental to delivering

long-term value, and the

Board has continued to

focus on strategy, risk

oversight and culture as

the Group evolves.”

NEIL CARSON

Chair

Governance highlights

• Focused Board oversight

Continued strong oversight of

strategy, capital allocation and risk,

including approval of a refreshed

five-year growth plan.

• Strengthened governance and

control environment

Strengthened oversight of risk

management and internal controls,

including progress towards

readiness for the enhanced

requirements of Provision 29 of the

UK Corporate Governance Code.

• Clear outcomes from Board and

workforce engagement

Board-led workforce engagement,

including site visits and employee

sessions, provided valuable

insight into employee perspectives

and informed subsequent

Board discussions and internal

communications.

Financial Statements

100

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Governance

Chair’s overview continued

Positive progress

The Board is pleased that it has been another year of strong

delivery and strategic progress for Oxford Instruments, as

we continue to execute with clarity and discipline against

the priorities set out in 2024. Looking to the future, Oxford

Instruments is now in a position of strength. We have a

clearer strategic focus, a stronger operational platform,

and a culture that is increasingly aligned to customer

expectations and delivering consistent and sustainable

performance.

For more information, see the Chief Executive Officer’s review

on pages 11 to 23, the Finance Review on pages 42 to 50 and

my Chair’s statement on pages 9 to 10.

Board activities

During the year, the Board considered a broad range of

strategic, financial, operational and people-related matters,

as well as its core responsibilities for risk, governance and

compliance. Our discussions covered the continued delivery

of the OI30 strategy, financial performance and capital

allocation, operational improvement initiatives, workforce

engagement, and our ongoing assessment of principal

and emerging risks. We also maintained regular dialogue

with shareholders and reviewed developments across our

governance framework.

This year, we have expanded our disclosure of the outcomes

of the Board’s work within the governance section of this

Annual Report. This addition is intended to give readers

clearer insight into how the Board’s decisions translate

into tangible actions and improvements across the Group.

Employee engagement

The Board was once again pleased to take part in its

formal employee engagement programme during the year.

We believe that this engagement enhances the Board’s

understanding of employees’ views and helps us take

their interests into account when making decisions. Each

year, the Board contributes to shaping the programme,

ensuring that we meet employees across a wide range

of roles, locations and career stages. This year’s activities

included full Board visits to our Advanced Technologies site

in Severn Beach, Bristol and our Imaging & Analysis site in

High Wycombe. Insights from these engagements informed

subsequent Board discussions and helped shape the way

the Group communicated its strategic priorities and key

developments to employees. We look forward to continuing

our engagement activities in 2026/27.

To find out more about our approach to stakeholder

engagement, including our employees, please see

'How we engage with stakeholders' on pages 112 to 119.

Board effectiveness and evaluation

As part of our regular three-year cycle, we carried out an

internal Board evaluation this year. The process provided

valuable insights into how the Board and its Committees are

operating, and included feedback on strategy, composition,

diversity, culture and leadership. I met individually with

each Director to discuss their reflections, and the Board has

agreed a focused action plan for the year ahead to support

our continued effectiveness. More detail on the actions we

agreed is included in the Corporate Governance Report on

page 121.

Annual General Meeting

The 2026 Annual General Meeting (AGM) of Oxford

Instruments plc will be held at Ashurst LLP, London Fruit &

Wool Exchange, 1 Duval Square, London, E1 6PW at 11.00am

on Thursday 23 July 2026.

Further details, including the resolutions to be proposed

to our shareholders, can be found in the Notice of Meeting

which has been sent to our shareholders and which is also

available on our website at: www.oxinst.com/investors/

annual-general-meeting. The result of the votes on

the resolutions put forward at the AGM will be publicly

announced to the stock exchange and published on our

website as soon as possible following the conclusion of

the meeting.

As usual, I will be available at the AGM and will be very

happy to take any questions you may have regarding the

operation of the Board during the year.

NEIL CARSON

Chair

8 June 2026

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NEIL CARSON

Chair

Appointed to the Board:

1 December 2018

Non-Executive

Independent:

Skills and experience:

Neil is a former FTSE 100 chief executive. After completing an

engineering degree, Neil joined Johnson Matthey in 1980 where

he held several senior management positions in the UK and

the USA, before holding the role of Chief Executive Officer from

2004 to 2014. He has a broad industrial outlook and a highly

commercial approach with a practical perspective on business.

He provides valuable insight based on his former executive

position and operational experience and brings a track record

of strong operational exposure, familiarity with capital-intensive

business and a first-class international perspective on driving

value in complex environments, and this experience makes him

particularly well suited to serving as Chair of the Board. Neil was

awarded an OBE for services to the chemical industry in 2016.

Neil’s previous non-executive roles include serving as Chairman

of TT Electronics plc, Deputy Chairman of TI Fluid Systems plc,

Non-Executive Director of Paypoint plc and Amec Foster Wheeler

plc, and Non-Executive Director, member of the Sustainability

Committee and Chair of the Remuneration Committee of Shell plc.

External appointments:

None.

Committee Membership

N R S

Board of Directors

Experienced

Board

Committee Membership

A Audit and Risk Committee

Member

R Remuneration Committee

Member

N Nomination Committee

Member

S Sustainability Committee

Member

C Chair of Committee

1 Neil was independent upon appointment to the Board, in line with provision 10 of the UK Corporate Governance Code 2024.

RICHARD TYSON

Chief Executive

Appointed to the Board:

1 October 2023

Executive

Independent:

Skills and experience:

Richard has a track record of business leadership in the

advanced technology sector spanning more than 30 years.

In his previous role as Chief Executive Officer at TT Electronics

plc from 2014 to 2023, Richard transformed, reshaped and

refocused the business, delivering product innovation, building

the group organically and through acquisition, and delivering

strong growth in revenue, profits and margin. Richard held senior

roles at defence group Cobham plc, where he was a member

of the executive committee and led the aerospace and security

division. He also served as the Senior Independent Director and

a Non-Executive Director of Videndum plc.

Richard is a fellow of the Royal Aeronautical Society and

a Governor of St Swithun’s Independent School for Girls

in Hampshire. He is a graduate of the Executive Senior

Leadership programme at Henley Business School, and holds

a diploma from the Chartered Institute of Marketing and a BSc

in Management Sciences from The University of Manchester.

External appointments:

Governor of St Swithun's Independent School for Girls.

Director of The Salters' Management Company Limited.

Committee Membership

None

Our Board comprises a team of

Directors whose skills, knowledge and

experience enable effective leadership

of the Group and create long-term

value for our stakeholders.

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PAUL FRY

Chief Financial Officer

Appointed to the Board:

1 April 2025

Executive

Independent:

Skills and experience:

Paul has a strong track record in senior positions at

international healthcare and technology companies, having

held the roles of CFO, most recently at Argenta Group and

previously at Vectura plc and Immunocore Limited. With a

career spanning more than 35 years, Paul has also held a

number of senior roles at Vodafone and GlaxoSmithKline.

He brings a wealth of highly relevant experience in business

transformation, a clear understanding of Oxford Instruments’

growth drivers, and a shared commitment to our purpose

and values-led approach. Paul holds a BA in Philosophy,

Politics and Economics from the University of Oxford and

is an associate of the Chartered Institute of Management

Accountants.

Paul’s previous roles include serving as the Chief Financial

Officer at Argenta Group Limited, as the Chief Financial Officer

with a period as acting Chief Executive Officer at Vectura Group

plc and as the Chief Financial Officer at Immunocore Limited.

External appointments:

Non-Executive Director and Chair of the Audit Committee of

Avacta Group plc.

Committee Membership

None

ROWENA INNOCENT

Non-Executive Director

Appointed to the Board:

17 February 2025

Non-Executive

Independent:

Yes

Skills and experience:

Rowena is currently a consultant for AcoustoFab Ltd, which

aims to create precision-driven, sustainable solutions that

address real-world challenges across sectors such as lab

automation, 3D printing and agritech. She also serves as a

member of the Advisory Council at the National Composite

Centre, and the Digital Program Expert Group for the DSIT

National Measurement System, and is an Aegis Professor

for Technology, Innovation and Equality and Chair of the

IAB School of Physics at the University of Bristol. Rowena

has over 30 years’ experience in high-tech product design

and manufacturing. She is a Chartered Engineer and holds

a degree in Physics with Astrophysics from the University

of Leicester. Prior to her current role, Rowena served as the

Chief Operating Officer of Ultraleap Limited. She has also held

the position of Group Head of STEM strategy at Spectris as

well as a range of engineering leadership roles with Malvern

Panalytical (a Spectris company), General Electric and Druck.

External appointments:

Consultant at AcoustoFab Ltd.

Committee Membership

A N R S

ALISON WOOD

Senior Independent Director

Appointed to the Board:

8 September 2020

Non-Executive

Independent:

Yes

Skills and experience:

Alison holds a BA in Engineering, Economics and Management

from the University of Oxford and an MBA from Harvard

Business School. Her background is in leading business

development, M&A and strategic planning across blue-chip

UK companies, particularly in the defence sector. She was

formerly the Global Director for Corporate Development &

Strategy at National Grid plc and before that, Group Strategic

Development Director for BAE Systems plc. She is a highly

experienced Non-Executive Director and committee chair, with

her experience being particularly well suited to her role as

Chair of Oxford Instruments’ Remuneration Committee.

Alison’s previous roles include serving as Senior Independent

Director and Remuneration Committee Chair of Costain Group

PLC and the British Standards Institute, a Non-Executive

Director and Remuneration Committee Chair of Cobham plc

and Capricorn Energy PLC (formerly Cairn Energy PLC), Senior

Independent Director of e2v plc, Non-Executive Director and

Remuneration Committee Chair of TT Electronics plc, and a

Non Executive Director of both BTG plc and THUS plc.

External appointments:

Non-Executive Director and Chair of Galliford Try Holdings plc.

Senior Independent Director of Morgan Advanced Materials plc.

Committee Membership

A N R S

Board of Directors continued

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SIR NIGEL SHEINWALD

Non-Executive Director

Appointed to the Board:

22 September 2021

Non-Executive

Independent:

Yes

Skills and experience:

Sir Nigel previously served as a British diplomat and has deep

knowledge of international politics, strategy, regulation and

communication. He holds an MA from Balliol College, University

of Oxford, where he is now an Honorary Fellow. He joined the

Diplomatic Service in 1976 and served in Brussels, Moscow,

Washington and in a wide range of policy roles in London. He

served as British Ambassador to the United States (2007-12)

and European Union (2000-03) and as Foreign Policy and

Defence Adviser to the Prime Minister (2003-07). Since leaving

the Diplomatic Service in 2012 he has served on a wide range of

corporate and not-for-profit boards. The extensive range of skills

and experience that he brings, along with his commitment to

Oxford Instruments’ sustainability agenda, is a good fit with the

Group’s requirements and particularly benefit his role as Chair of

the Sustainability Committee.

Sir Nigel was previously a Non-Executive Director and Chair of

the Safety, Environment and Sustainability Committee at Royal

Dutch Shell plc (now Shell plc).

External appointments:

Non-Executive Director of Invesco Ltd.

Visiting Professor at King’s College, London.

International Advisory Board member of BritishAmerican Business.

Advisory Board member of Centre for European Reform, London.

Committee Membership

A N R S

HANNAH NICHOLS

Non-Executive Director

Appointed to the Board:

1 January 2024

Non-Executive

Independent:

Yes

Skills and experience:

Hannah is currently Chief Financial Officer of Coats Group plc,

which is a world leader in thread manufacturing and structural

components for apparel and footwear, as well as an innovative

pioneer in performance materials and a constituent of the

FTSE 250 index on the London Stock Exchange. She holds

a Classics degree from the University of Cambridge and is a

qualified chartered accountant. Hannah is an experienced

financial professional; prior to her current executive role she

held the role of Chief Financial Officer of Hill & Smith PLC, and

prior to this, had a successful 15-year career at BT Group plc,

latterly serving as Chief Financial Officer, Asia, Middle East and

Africa for BT Global Services, based in Singapore. She also

held a number of commercial roles at Cable & Wireless plc

and qualified as a chartered accountant at Arthur Andersen.

Hannah’s expertise demonstrates how she is well suited to the

role of Chair of the Audit and Risk Committee.

External appointments:

Chief Financial Officer of Coats Group plc.

Committee Membership

A N R S

Board of Directors continued

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Board ethnicity

White British 7

The Board did not

meet the Parker Review

recommendation of having

at least one Director

from a minority ethnic

background. Further detail

on our approach and plans

is set out in the Nomination

Committee Report on

page 125.

The Board is committed to high

standards of governance and to

ensuring that our purpose, values and

behaviours are consistently reflected

in the way the Group operates.

Governance at a glance

Board composition

Board gender diversity:

– 43% female – 57% male

Senior Board positions

Chair

Chief Executive Officer

Chief Financial Officer

Senior Independent Director

Board tenure

0-3 years: 4

3-6 years: 2

6+ years: 1

105105

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Oxford Instruments plc

Annual Report 2026

Board and Committee meetings and attendance

Committee key

A Member of the Audit and Risk Committee

R Member of the Remuneration Committee

N Member of the Nomination Committee

S Member of the Sustainability Committee

C Committee Chair

Director

Committee

membership Board

Audit and Risk

Committee

Nomination

Committee

Remuneration

Committee

Sustainability

Committee

Neil Carson N R S 10/10 N/A 1/1 6/6 4/4

Richard Tyson 10/10 N/A N/A N/A N/A

Paul Fry 10/10 N/A N/A N/A N/A

Alison Wood R A N S 10/10 5/5 1/1 6/6 4/4

Sir Nigel

Sheinwald

S A N R 10/10 5/5 1/1 6/6 4/4

Hannah Nichols A N R S 10/10 5/5 1/1 6/6 4/4

Rowena

Innocent

A N R S 10/10 5/5 1/1 6/6 4/4

In addition to the scheduled meetings, two sub-committee meetings of the Audit and Risk

Committee and three sub-committee meetings of the Board were held.

At the end of each Board meeting, the Non-Executive Directors meet without the Executive

Directors present and at the end of each Audit and Risk Committee meeting, the Committee

meets with both the internal and external auditor without management present.

Board skills and experience

Specific skill, experience or expertise

Number of Directors identifying as having specific skill,

experience or expertise

Chairmanship

Listed Company Executive directorship(s)

Listed Company Non-Executive directorship(s)

Financial expertise

Financial reporting experience

Risk management

Investor relations

Corporate governance

Executive remuneration

Workforce engagement

Strategy development

International business experience

Commercial and business development

Business management

Operations and manufacturing

Services and life cycle revenue

Technology, Science or Engineering

Sustainability

Climate change

Energy transition

Customer focus

People leadership

Digital experience

Government Relations, Public Affairs

andCommunications

Governance at a glance continued

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UK Corporate Governance Code

UK Corporate Governance Code 2024 (the 'Code'):

Statement of Compliance

Oxford Instruments plc is subject to the UK Corporate

Governance Code 2024 (the ‘Code’) issued by the Financial

Reporting Council. The Code is available in full at frc.org.

uk. For the financial year ended 31 March 2026, the Board

considers that it has applied the principles and complied with

the provisions of the Code.

The company complied with Provision 29 of the 2018 Code

during the year and has a clear plan of action to comply with

the enhanced requirements of Provision 29 of the 2024 Code

for the year ending 31 March 2027. Further details of our

preparations for compliance can be found in the Audit and

Risk Committee Report on pages 127 to 136.

Disclosure Guidance and Transparency Rules

The company is also required to comply with Disclosure

Guidance and Transparency Rule 7.2. The following specific

disclosures required under this Rule can be found as follows:

• A description of the main features of our internal control

and risk management systems in relation to the financial

reporting process can be found on page 79.

• Share capital information can be found in the Directors’

Report on page 174.

• Details of the composition of the Board and its

Committees can be found on pages 102 to 104.

• Our Board diversity policy is described on page 125.

Governance at a glance continued

How we have applied the Code principles

Board leadership and company

purpose

The Board sets the strategic direction

for long-term, sustainable success.

It leads by example, promotes our

purpose and values, and ensures

meaningful engagement with

stakeholders.

Pages 100 to 105.

Division of responsibilities

We maintain a clear division of

responsibilities, with an effective

balance of Executive and Non-Executive

Directors and well defined roles for the

Board and executive management.

Pages 108 and 109.

Composition, succession and

evaluation

The Board monitors and maintains an

appropriate mix of skills, experience

and knowledge. Regular Board

evaluations and robust succession

planning support effective governance

and future leadership needs.

Pages 102 to 106, 121 to 122, and 125.

Compliance and culture

The Board oversees and promotes a

culture that reflects our purpose and

values, ensuring our operations are

conducted ethically and in line with our

governance standards.

Page 120.

Audit, risk and internal control

Through the Audit and Risk Committee,

the Board oversees the effectiveness

and independence of internal and

external audit, the integrity of financial

reporting, and the robustness of risk

management and internal control

systems.

Pages 132 to 136.

Remuneration

Our remuneration framework aims to

fairly and responsibly reward executives

while aligning incentives with long-

term, sustainable performance and the

delivery of our strategic priorities.

Pages 139 to 171.

The Board has complied with all applicable provisions of the UK Corporate Governance Code during the year. The Board’s

approach to wider best-practice recommendations, including the Parker Review, is explained elsewhere in this report.

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Corporate governance report

Our governance framework

Board Committees

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

on their respective specialist areas, as set out below and within their respective Committee reports.

Audit and Risk Committee Nomination Committee Remuneration Committee Sustainability Committee

Hannah Nichols, Chair Neil Carson, Chair Alison Wood, Chair Nigel Sheinwald, Chair

Oversees the integrity of financial reporting,

monitors the effectiveness of internal controls

and risk management, and maintains an

independent relationship with external

auditors. It safeguards shareholders’ interests

by ensuring transparent reporting and robust

governance of these areas.

Leads board succession planning, ensuring

the Board has the right mix of skills, experience

and diversity to support long-term company

success. It oversees Director recruitment,

induction and ongoing training.

Sets and oversees executive pay to ensure it

aligns with the company’s strategy, long-term

sustainable success and shareholder interests.

It establishes fair, transparent remuneration

policies for Directors and the senior management

team, taking into account wider workforce

remuneration, and linking rewards clearly to

performance and the company’s culture.

Oversees the company’s approach to ESG

matters, ensuring these issues are managed

in line with good practice and the company’s

long-term objectives. It monitors material

sustainability risks and opportunities, progress

against the company’s net zero transition plan

and promotes transparent reporting.

Read more in the Audit Committee Report on

pages 127 to 136

Read more in the Remuneration Committee

Report on pages 139 to 171

Read more in the Sustainability Committee

Report on pages 137 to 138

The Board

The Board is accountable to shareholders for the long-term sustainable success of the Group. This is achieved through setting the Group’s strategy and

priorities and overseeing their implementation within the Board’s risk appetite and a framework of effective internal controls. The Board takes into account the

interests of a range of stakeholder groups as part of its decision making process and is collectively responsible for engagement with the workforce.

The Executive Leadership Team is responsible for the day-to-day running of the business of the Group, where delegated by the Chief Executive Officer. The team meets at least

monthly and focuses on Group-wide performance, strategy and risk management.

Senior management and internal forums report to the Executive Leadership Team either directly or indirectly. They lead internally on delivering the objectives delegated by

management as well as workstreams which encompass our environmental sustainability strategy via the Environmental Leadership Forum.

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Corporate governance report continued

Non-Executive chair Senior Independent Director Chief Executive Officer Chief Financial Officer Non-Executive Directors

Neil Carson Alison Wood Richard Tyson Paul Fry

Leads the Board, sets its agenda

and ensures it operates effectively,

fostering a culture of openness,

constructive debate and high-

quality decision-making. Ensures

effective governance is maintained.

Leads the appraisal of the Chair’s

performance and provides an

alternative point of contact for

shareholders. Meets separately with

the Non-Executive Directors and the

Executive Directors without the Chair

present. Responsible for escalating

any issues identified through these

discussions to the Board.

Responsible for the day-to-day

management of the company,

implementing the Board’s strategy

and overseeing operations. Carries

out the Board’s decisions and

policies, ensuring the organisation

has the resources, leadership and

operational direction to achieve its

objectives.

Leads the company’s financial

management, ensuring accurate

financial reporting and strong

internal controls. Along with the CEO,

develops budgets and medium-

term plans to deliver the strategy,

oversees financial performance and

provides strategic financial insight to

the Board to drive long-term value.

Provide independent oversight

and constructive challenge to the

Executive Directors on delivery of

the company’s strategy and bring

an external perspective to strategy,

performance, risk management and

governance to ensure balance in the

Board’s decision making process.

Roles of Directors on the Board and the Executive Leadership Team

The Board

The Board comprises the Chair, two Executive Directors and four independent Non-Executive Directors, all supported by the Company Secretary. The roles of the Chair, Executive

Directors, Senior Independent Director and the Non-Executive Directors are formally documented and reviewed by the Board on a periodic basis.

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Board activities

The Board is responsible for establishing our purpose. It is also responsible for setting the strategy which we will deliver in line with the purpose, and which is underpinned by our values,

culture and how we do business. For more information on our purpose, see page 8, and for more information on our strategy, see pages 33 to 38. To ensure that it fulfils its obligations to its

shareholders and wider stakeholders, the Board actively engages with these groups in order to understand their needs and how delivery of our strategy impacts and delivers value for them.

Details of such engagement activities are outlined in 'How we engage with stakeholders' on pages 112 to 119.

During the year, the Senior Independent Director supported the Chair in the effective operation of the Board and led the appraisal of the Chair’s performance. She met separately with the

Non-Executive Directors, providing an additional channel for discussion and feedback, and contributed to the Board effectiveness evaluation process. The Senior Independent Director was also

available to shareholders should they have wished to raise concerns that could not be resolved through the usual channels.

The Board’s activity and the outcomes of that activity are set out below. For more information regarding the key areas of focus for the Committees of the Board, please see their respective

reports within this Annual Report.

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

Key Board

activity

• Regular updates on progress

with implementing the OI30

strategy

• Business unit deep dive

strategy sessions including

site visits

• New product innovation

strategy review

• Portfolio strategy discussion

• Geopolitical considerations

and mitigation actions

• Investment in initiatives to

meet net zero targets

• Regular financial

performance updates

• Full-year, half-year and

trading updates

• FY27 budget

• Five-year strategic growth

plan

• Capital expenditure and

investment

• Cash flow, liquidity, going

concern and long-term

viability

• Use of cash/capital

allocation, including share

buyback considerations

• Defined Benefit Pension

Scheme

• Regular updates on

operational improvement

programme

• Health and safety updates

• Supply chain risk assessment

• ERM platform and target

operating model

• Customer services

improvement programme

• Leadership talent and

succession review

• Employee engagement

survey

• Employee voice in the

boardroom

• Development of new

Directors’ Remuneration

Policy

• Full and half-year risk reviews, including

principal and emerging risks

• Updates on cyber security landscape and risk

mitigation

• Updates from the Audit and Risk Committee on

their oversight of preparations for compliance

with Provision 29 of the 2024 Corporate

Governance Code

• AGM matters, including share allotment

authority resolutions, Director re-elections and

Articles of Association

• Legal, Ethics and Compliance reviews

• Modern Slavery Statement

• Internal Board evaluation

• Feedback from investors following results

announcements

• Movements in the investor share register

Corporate governance report continued

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

Outcomes • Effective monitoring

and oversight of the

implementation of the OI30

strategy

• M&A pipeline refreshed

• Approval of the sale of the

NanoScience business (see

page 118)

• Completion of one site

heating infrastructure project

• Approval of investment in

Advanced Technologies new

product development

• Publication of the FY25

preliminary results

announcement, the FY25 Annual

Report and Accounts, the FY26

half-year report and quarterly

trading updates

• Progressive final and interim

dividends

• £50m share buyback programme

completed in March 2026 and

second £50m tranche under way

• FY26 budget and refreshed

five-year strategic growth plan

approved

• Company pension contributions

ceased from October 2025

following the purchase of a

policy to insure all members’

Scheme benefits by the Trustee

of the pension scheme

• Effective Board oversight

of operations and

execution of operational

excellence programme

• Actions to de-risk supply

chain including strategic

stock purchases and

product redesign to

reduce reliance on rare-

earth minerals

• Initiatives launched to

optimise regional repair

capacity and capability

• Population of the leadership

development programme

agreed

• Feedback from Non-

Executive Directors to the

Board following employment

engagement sessions, which

was then reflected in internal

communications to the wider

employee group

• Agreement that the

Board will continue to be

collectively responsible for

workforce engagement

• Continued support for

employee share ownership

• Risk appetite workshop to formally define risk

appetite for all principal risks

• The Board was not made aware of any

material weaknesses in the Group's risk

management and internal control systems

during the year

• Continued active dialogue with shareholders

and investment community

• All AGM resolutions approved in the range of

91% to 100%

• Publication of Modern Slavery Statement

• Focus areas from FY26 internal Board

evaluation identified

Key

stakeholder

groups

considered

Links to

strategy

Corporate governance report continued

Links to Strategy:

Relevant Section 172 factors:

Long-term Employees Business relationships Community and environment Business conduct Members of the company

Deliver strong growth through ‘customer first’ Ways of Working

Deliver a step change in operational performance

Simplify the organisation

Invest in new technology and products, protecting

and enhancing our core strengths

Embed our values and Ways of Working

Reach net zero in our own operations by 2030

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Stakeholder engagement and Section 172(1) statement

The Board is committed to developing its understanding of the views of its key stakeholders. During the year, the Board has been collectively responsible for workforce engagement and has not

designated a specific Non-Executive Director to undertake this responsibility. The Board considers that the mechanisms for workforce engagement, as set out below, have been effective, but will be

kept under review in the coming year.

How we engage with stakeholders

In some instances, the Board engages directly with stakeholders, but there is also significant engagement by senior management and throughout the company. The Board receives reports and

updates on such engagement, and the views and feedback gathered from stakeholders are used to inform discussion and decision making.

Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Customers

We put our

customers’ needs

at the centre of our

conversations and

decision making.

Customer intimacy

is key not only

to helping us

identify additional

opportunities to

deliver increased

value to our

customers, but

to the long-term

growth of our

business.

• Excellent customer support and

engagement throughout the

buying cycle.

• High-quality products and

technical expertise.

• Products which deliver value and

help customers to meet their

objectives.

• Remote access and continuity of

supply during disruption.

• The Executive Directors and

senior management frequently

host direct meetings with key

customers from around the

world, including virtually and

in person at our sites. These

meetings provide meaningful

opportunities to understand

first hand, at a senior level

of the organisation, how we

can enhance our offering to

customers by shaping our

understanding of their current

and future needs.

• The Board considers feedback

from these meetings, together

with, for example, outputs

from our heightened customer

intimacy such as customer

trends.

• Our technology and scientific expertise enable our customers to

discover and bring to market exciting new advances that drive

human progress.

• Continuing to invest in R&D allows us to deliver cutting-edge

products and services. Insights gained from customer intimacy are

instrumental in helping to determine where investment should be

made.

• Through deep knowledge of our target market segments and

the challenges faced by customers, we have changed the way

we communicate with prospective and existing customers, more

clearly identifying the value our products can add.

• Our portfolio focuses on areas where our key enabling technologies

are driving long-term success. This allows us to help customers to

make ground-breaking discoveries, accelerate their applied R&D

and increase productivity in high-tech manufacturing.

• Insights from customers help us to align our innovation and

product development initiatives to their strategic roadmaps, so

we can create differentiated products and solutions which provide

significant value.

• We have continued to refine our service offering with digital

connectivity helping to maintain productivity through remote access

and service.

• Our transition to a more regional sales model has developed how

we work with customers, enhancing input into the business from our

Regional Presidents.

• Ongoing investment in customer service aids customer connections.

• Ongoing improvements in the systems and methods used to

understand customer needs and use that insight in business decisions.

Continued investment in

high-quality products and

technical expertise is key

to the long-term growth

of the business and is in

firm alignment with the

company’s strategy, which

the Board sets and supports.

The Board reviews the

product development

pipeline and approves the

capital allocation for product

development as part of the

budget process, as well as

specific product development

investment decisions where

significant.

See our strategy /

Pages 33 to 38

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Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Employees

Our employees

are the foundation

of our business

success, and we

have a responsibility

to support their

health, wellbeing

and development.

A highly capable,

diverse workforce

also enables us to

better understand

our customers and

markets. Building

an organisation

with a broad range

of perspectives

and experiences

increases our

ability to innovate,

to make the right

decisions and to

meet or exceed

our customers’

expectations.

• Development and progression

opportunities.

• Health, safety and wellbeing.

• Fostering an inclusive workplace.

• Understanding how they

contribute to our strategy and

success.

• Fair and consistent remuneration.

• Clarity of expectation on how

recognition and remuneration

structures align with

accountabilities.

• The Board again participated in a

formal programme of employee

engagement activity this year,

which included sessions focused

on executive remuneration and

full-Board site visits to our Severn

Beach and High Wycombe sites.

• We maintain an engaging

and structured approach to

connecting with our employees,

with regular sessions for all

employees held at business unit

and regional level, together with

an active intranet and Group-

wide email communications on

key strategic initiatives. A periodic

engagement survey tracks

employee sentiment.

• We continue to promote our

‘Push for Zero’ health and safety

programme and Shield reporting

system.

• The Board discusses the insights and actions from all of its

employee engagement activity. During these sessions, employees

raised questions on a wide range of topics including the Group's

strategic direction, approach to M&A and the potential implications

of the geopolitical environment on the business. Non-Executive

Directors responded directly to the questions during the sessions

and management subsequently addressed the themes raised

through follow-up communications to the wider employee

population. The Board will be participating in a programme of

engagement activity during 2026/27.

• The Remuneration Committee reviewed the wider workforce

remuneration landscape and related policies, and considered these

when developing the proposals for the new Directors’ Remuneration

Policy, and setting Executive Director and Senior Leadership Team

remuneration.

• We have continued to promote observation reporting in relation to

health and safety, aiming to ensure that remedial actions can be

taken to prevent accidents from happening.

Decisions relating to our

social sustainability agenda,

from health, safety and

wellbeing to investment in

our people.

See the Sustainability

Report / Pages 51 to 78 and

Sustainability Committee

Report / Pages 137 to 138

Setting Executive Director

and Senior Leadership Team

remuneration.

See the Directors’

Remuneration Report /

Pages 139 to 171

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Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Shareholders

Generating value

for shareholders is

part of the Board’s

fundamental

role, alongside

promoting the long-

term sustainable

success of the

company and

the Group and

contributing to

society.

Our goal is to deliver

shareholder returns

through profitable,

sustainable growth

with strong cash

conversion and

efficient use of

capital.

• Current and future financial

performance.

• Communication and

engagement.

• Sustainability.

• We actively engage with

shareholders throughout the year

to ensure they understand the

performance of the business.

• At multiple occasions throughout

the year, we hosted analysts and

shareholders at both our High

Wycombe site and compound

semiconductor facility in Bristol

to highlight our capabilities.

• Our ongoing programme of

dialogue includes numerous

shareholder meetings and

roadshows, which are facilitated

alongside the publication of the

Annual Report and full-year and

half-year results announcements.

• During the year, the Chair,

Remuneration Committee Chair

and Executive Directors all

directly engaged with a range

of shareholders, including both

virtual and in-person meetings

at our sites. Key topics included

the company’s financial results

and strategy as well as the

consultation on the revised

Directors’ Remuneration Policy.

• Our externally appointed

IR specialist increases the

bandwidth available to meet

and inform a broader range

of new shareholders.

• The Board as a whole receives updates regarding the nature and

outcome of meetings and engagement by certain Directors with the

company’s shareholders. This feedback helps the Board to shape

the strategy, which enables the company to deliver shareholder

returns through profitable, sustainable growth with strong cash

conversion and efficient use of capital.

Developing and delivering

against our strategy.

See our strategy /

Pages 33 to 38

Consultation on the Directors’

Remuneration Policy

See the Directors’

Remuneration Report /

Pages 139 to 171

Capital allocation policy

See the Financial Review /

Pages 42 to 50

Consideration and decisions

relating to our wider

sustainability agenda, from

inclusion to setting net zero

targets.

See the Sustainability Report

/ Pages 51 to 78 and

Sustainability Committee

Report / Pages 137 to 138

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Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Suppliers

Our supply chain

plays a vital role

in supporting

sustainable growth

and efficiency

across the business.

It is imperative

that we attain the

highest quality

products and

service for our

customers, whilst

also striving to

enhance the

efficiency of the

business and to

reduce risk.

Engaging with our

supply chain is

also crucial in the

development and

delivery of our net

zero commitment.

• Long-term partnerships.

• Visibility of the wider supply

chain, so that they can best

forecast future requirements.

• Strong relationships built on trust

and respect.

• It is crucial to provide our

suppliers with accurate forward

visibility in order to align our

customers’ requirements with

our total supply capabilities.

We share the output from our

sales and operations planning

process with them, and we have

dedicated Category Managers

to help reduce risk and improve

efficiency. We must ensure our

extended supply chain meets our

strict environmental compliance

requirements, whilst challenging

them to provide improvements

to quality. Our key suppliers are

encouraged to become part of

our new product introduction

process, allowing them to add

value to our process.

• The Board remains mindful

of potential supply chain

challenges and where

appropriate, will be briefed as

regards any necessary work to

mitigate the impacts of these

challenges.

• As part of our operational excellence programme, we continue to

work to strengthen our supply chain by executing a procurement

strategy focused on leveraging our scale and building long-term

strategic relationships with fewer suppliers.

• We have continued to develop our supplier due diligence and

audit procedures, including engaging a leading compliance

partner to support our collection and assessment of data. We

have a zero-tolerance approach to all forms of modern slavery,

including servitude, forced, bonded and compulsory labour,

and human trafficking, and we expect our suppliers to adopt

the same approach.

• We are implementing new processes around supply chain risk

and ESG activities for FY27.

Developing and delivering

against our operational

excellence programme.

Decisions relating to

the environmental and

governance strands of our

sustainability agenda, from

supply chain responsible

sourcing to human rights and

modern slavery.

See the Sustainability Report

/ Pages 51 to 78 and

Sustainability Committee

Report / Pages 137 to 138

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Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Local communities

Striving to meet

our purpose in

alignment with our

values enables

us to support the

development

of stronger

communities and

have a positive

environmental and

social impact.

• The environment.

• Local small businesses.

• Schools and colleges within their

region.

• Volunteering opportunities.

• Charitable donations.

• The appearance and tangible

impact of our sites and

operations.

• We actively engage in locally

focused activities that make our

communities and environments a

better place to live and work.

• We are committed to

empowering students with an

understanding of the working

world and the range of career

opportunities that choosing

STEM subjects could open up,

so we facilitate school visits,

work experience programmes

and industrial post-doctoral

placements.

• We aim to support the small,

independent businesses near

our sites.

• We help our employees to

support their local communities

through charitable donations.

• We aim to be considerate

neighbours in all aspects of how

we operate, but in particular, we

recognise the importance of the

appearance and tangible impact

of our sites and operations.

• We operate ‘Go Green’ committees at many of our sites to deliver

a local environment agenda and promote positive behaviours

amongst peers. They are focused on finding innovative ways to

improve our environmental impact.

• Many of our people are keen to share their expertise and to make

a difference to the people and organisations that are close by,

and we encourage them to get involved through volunteering

schemes. We operate a ‘Volunteer time-off’ programme for eligible

employees which offers many benefits, including increasing the

positive impact we have in our communities, boosting employee

morale and enhancing team bonding.

• We have facilitated collections of contributions to local food banks

and fundraising activity for local charities and causes.

• We are committed to minimising emissions.

Decisions relating to our

wider sustainability agenda,

from community impact to

supporting next-generation

talent.

See the Sustainability Report

/ Pages 51 to 78 and

Sustainability Committee

Report / Pages 137 to 138

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Stakeholder and why

we value them What matters to them How we engage Outcomes of our engagement

Board decisions where

stakeholders were considered

Society

Through our stated

purpose – to

accelerate the

breakthroughs that

create a brighter

future for our world

– we are committed

to making a positive

impact on the

world through

our solutions

and services.

Our purpose

underpins our

wholehearted

commitment

to playing our

part in creating

a sustainable

future throughout

our operations,

and by behaving

as a responsible

business.

• Protecting and enhancing the

environment.

• Addressing the impacts, risks

and opportunities arising from

climate change.

• The development of new

and affordable vaccines and

treatments for diseases.

• Fostering a more connected

world.

• Enabling advances in

technology.

• Our technology and scientific

expertise enable our customers

to discover and bring to market

exciting new advances that drive

human progress.

• We use our market intimacy

to develop new products and

services in pursuit of our purpose.

• We engage directly with

universities, governments and

leading companies to explore

and develop new ideas, and to

support productivity.

• Our Sustainability Committee

elevates oversight of the Group’s

sustainability agenda to Board

level, with a specific focus on

considering our approach to

climate change, amongst other

things.

• Our sites and grounds are well maintained and sensitive to the local

environment and wildlife.

• We continue to develop new products and services, as set out in

the CEO review on pages 11 to 23.

• Our Sustainability Committee has continued to keep under review

the progress being made across its wider remit, including our work

towards achieving our ultimate net zero target of 2045 and interim

targets to 2030 in respect of both our Scope 1 and 2 emissions.

See our Sustainability Report

/ Pages 51 to 78

Information on the work of

the Sustainability Committee

/ Pages 137 to 138

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Spotlight

Principal decision case study

Disposal of our NanoScience business

As part of its ongoing review of portfolio composition and

long-term strategy, the Board considered the future role of

the Group’s NanoScience business. This review formed part

of the Board’s wider responsibility to promote the long-term

success of the company, taking into account the interests of

shareholders and other key stakeholders.

The Board assessed whether continued ownership of the

NanoScience business was the optimal route to deliver

sustainable value, recognising the differing market dynamics,

investment requirements and growth trajectories across the

Group’s businesses.

In evaluating the proposed sale, the Board considered a

broad range of factors, including:

Strategic fit: alignment of the NanoScience business with the

Group’s strategic priorities and capital allocation framework.

Long-term value creation: the comparative medium- and

long-term value of retaining the business versus divestment,

including use of proceeds to strengthen the Group’s balance

sheet and invest in growth opportunities elsewhere.

Risk profile: operational, commercial and investment risks

associated with the NanoScience business relative to the

remainder of the Group.

Market conditions: current and expected market demand,

technological developments, and the attractiveness of the

asset to potential buyers with sector-specific expertise.

External financial and legal advisers were engaged to

support the Board’s evaluation, including assessment of

valuation, transaction structure, and execution risks.

The Board recognised that the proposed transaction

would have a direct impact on employees within the

NanoScience business. In its deliberations, the Board

considered plans for employee consultation and

communication at appropriate stages of the process;

the prospective owner’s strategic intent, operational

capability and approach to people, culture and long-term

investment; and continuity of employment and future

opportunities for employees. The Board sought assurance

from management that employee interests were treated

carefully and respectfully throughout the process.

The Board also considered the implications of the sale

for other stakeholders, including suppliers: continuity

of commercial relationships, payment terms and

operational stability during and after the transition and

customers: the ability of the business to continue to

deliver high-quality products, service and innovation

under new ownership.

The transaction was reviewed at multiple Board

meetings. The Board challenged management

assumptions and alternative options, reviewed risk

assessments and mitigation plans, ensured that

appropriate internal controls and authorities were applied

throughout the transaction life cycle, and

considered its responsibilities under Section 172 of the

Companies Act 2006 in reaching its decision.

Following careful consideration, the Board concluded

that the sale of the NanoScience business was in the best

interests of the company and its shareholders, while also

having due regard to employees and other stakeholders.

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Corporate governance report continued

Section 172(1) Statement

During the year to 31 March 2026, the Board of Directors has

acted to promote the long-term success of the company for

the benefit of its shareholders, whilst having due regard to

the matters set out in Section 172(1)(a) to (f) of the Companies

Act 2006, being:

a. The likely consequences of any decision in the long term.

b. The interests of the company’s employees.

c. The need to foster the company’s business relationships

with suppliers, customers and others.

d. The impact of the company’s operations on the

community and the environment.

e. The desirability of the company maintaining a reputation

for high standards of business conduct.

f. The need to act fairly between members of the company.

In addition to the detailed disclosure which demonstrates

how the Board has had regard to these matters in the

preceding Board activities and How we engage with

stakeholders section on pages 112 to 119, further examples

can be found in the following sections of this Annual Report.

Additional information demonstrating how the Board has had regard to the factors set out in Section

172(1) of the Companies Act 2006

Matters per Section 172(1)(a) to (f) of the Companies Act 2006 Key example(s) Page number

Consequences of any decision in the long term Our purpose-driven approach 8

Our strategy 33 to 38

Risk management 79 to 95

Interests of employees Employee engagement 113

Our purpose-driven approach 8

Sustainability 51 to 78

Fostering business relationships with suppliers,

customers and others

Engagement with suppliers 115

Engagement with customers 112

Supply chain practices 77

Impact of operations on the community and the

environment

Sustainability 51 to 78

Our purpose-driven approach 8

Maintaining a reputation for high standards of

business conduct

Compliance 76 to 78

Anti-bribery and anti-corruption 76

Human rights and modern slavery 77

Privacy and data protection 78

Data security 78

Whistleblowing 132

Export Control Policy 76

Acting fairly between members Shareholder engagement 114

Our people 113

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Oxford

Instruments

plc Board

Monitoring culture

Our Ways of Working

framework, set out on page 8,

provides the foundation of our

values and, in turn, our culture

at Oxford Instruments.

The Board recognises its

responsibility to oversee

and promote a culture that

supports the company’s

purpose, values and long-term

success. Culture is monitored

through a range of formal

and informal mechanisms,

including employee

engagement activities, site

visits, workforce surveys and

whistleblowing arrangements.

The Audit and Risk Committee

receives regular reports on

matters raised through the

company’s whistleblowing

processes, including the

nature of cases, investigation

outcomes and any remediation

actions. The Committee

considers whether issues

identified may indicate broader

cultural or behavioural themes

and, where appropriate,

escalates relevant insights to

the Board.

Corporate governance report continued

Company site visits and employee insights

Our Directors undertake site visits to different sites each

year, which provides first-hand experience of the workplace

environment, health & safety processes and how culture is

embedded throughout the Group.

As part of these site visits, the Chair and Non-Executive

Directors meet with groups of employees in an open discussion

forum which gives them further insight into the Group’s culture.

Additionally, the CEO and Chief HR Officer routinely visit various

of the Group’s sites and report back to the Board on their

interactions and discussions with employees.

Feedback

provided

to Directors

Report on

outcomes

Workforce

remuneration

Policy,

procedures and

reported

outcomes

Policies

provided for

review

and approval

Engagement

with senior

management

Senior Management interaction

Various members of the senior management team

attend Board and Committee meetings to present on

their areas of responsibility. This gives the Directors

insight into how leadership culture is embedded

beyond the Executive Directors.

Directors also have the opportunity to meet with members

of the senior membership team in more informal settings.

Employee engagement survey

The Group conducts an externally benchmarked

periodic engagement survey covering a broad

range of topics, including specific questions

on the Group’s culture, Ways of Working and

whistleblowing arrangements. The results of

the survey are reported to, and discussed by,

the Board giving them insight into how culture is

embedded throughout the Group.

Code of Conduct

Workforce policies and our Code of Conduct

underpin our values and culture. Each of our

employees is required to read our Code of

Conduct and complete mandatory training

when they join the Group, and at least annually

thereafter. Training completion rates are

monitored by the Audit and Risk Committee.

The Board periodically reviews these policies

to ensure they remain appropriate and support

the expected behaviours and values across the

Group.

Workforce concerns

The Board has approved the policy and procedures which

enable and encourage employees to raise matters of concern,

either with management, the Senior Independent Director or our

dedicated, confidential third party hotline, SafeCall.

The Audit and Risk Committee receives a report from the General Counsel

at least annually detailing all such matters raised and the outcomes of

the associated investigations. If a serious matter is alleged, it is notified

immediately to the Chair of the Audit and Risk Committee and/or the Chair

or Senior Independent Director as appropriate. This oversight supports the

Board in assessing whether the company’s values and expected behaviours

are being consistently embedded across the organisation.

Investing and rewarding employees

The Remuneration Committee reviews workforce remuneration

policies, including gender pay gap data. The Committee also

sets the targets applied to the Group’s share based incentive

programme and annual bonus targets for senior management

to ensure that incentivisation metrics are aligned with the

Group’s culture and the Board’s long-term strategy.

As part of the performance development review process,

managers assess employees not only on delivery of objectives

but also on how those objectives are achieved, including

performance against Oxford Instruments’ Ways of Working.

This helps embed the company’s values and expected

behaviours across the workforce.

Mechanisms for monitoring and embedding culture

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Board effectiveness

The Board recognises the need to monitor and continually

improve its performance. It carries out internal or externally

facilitated Board performance reviews annually, in order to

obtain feedback to help enhance its effectiveness.

In line with our three-year cycle, the FY26 Board evaluation

was carried out internally. Each Director completed a

detailed questionnaire covering a wide range of topics,

including strategy, Board composition and diversity, Board

dynamics, risk management and internal control, workforce

engagement, Director development, the operation of the

Board and its Committees, and the performance and

contribution of the Chair and the Senior Independent Director.

The Company Secretary collated and summarised the

responses, providing the Chair with the key themes and all

verbatim comments, except those relating to the Chair’s own

performance, which were shared directly with the Senior

Independent Director. The Chair then met individually with

each Director to explore their feedback in more depth.

The collective findings were subsequently discussed at

a Board meeting.

The Directors confirmed that the outcomes from the prior

year effectiveness review, which was externally facilitated by

Round Governance Services, had been effectively addressed

during the year:

• Strategy updates were a standing agenda item for each

meeting, along with more time being allocated to deep

dives of key elements of the strategy.

• The Board had more interaction with members of the Senior

Leadership Team, both through formal updates to the Board

as well as informal engagement outside of Board meetings.

• The Board further developed their knowledge and

understanding of technology and the investment pipeline,

through sessions at Board meetings delivered by subject

matter experts.

With regards to FY26, the Board effectiveness review

confirmed that the Board is operating effectively, with

strong engagement, constructive challenge and a clear

focus on long-term value creation. The Board reaffirmed the

importance of continued oversight of strategy, maintaining

discipline around M&A while prioritising organic growth and

the funding required to support it.

The Board acknowledged that it does not currently meet the

Parker Review recommendation and agreed that diversity

will continue to be a key consideration in future succession

planning. Workforce engagement activities were valued by

both Directors and employees. The Board agreed to place

continued emphasis on these activities, including enhanced

engagement at the annual Leadership Conference and site

visits, to provide broader exposure to senior management

beyond the Executive Leadership Team.

The review highlighted continued strengthening of

risk oversight, with the risk appetite workshop seen as

particularly valuable. As a result, the Board agreed to

enhance the mapping of principal risks to Board agenda

items and to continue regular risk-focused discussions.

Board information and development

The Chair ensures that Directors are well informed on

matters considered at Board meetings and that they receive

accurate, timely and relevant information necessary to

support effective decision making. To enable the Board to

carry out its responsibilities, Directors are provided with

comprehensive briefing materials in advance of meetings.

The Board’s Committees are also supported with the

resources they need to fulfil their roles, including access to

internal expertise and external advisers where appropriate.

Where Directors consider it necessary to do so in order

to discharge their duties, they may seek independent

professional advice at the Company’s expense.

All Directors also have access to the Company Secretary,

who provides guidance on governance matters and supports

the Board in meeting its obligations.

The Board and Committees receive dedicated training and

information on matters relevant to the Group’s business,

including operational and technological briefings and

updates on legal, regulatory and governance developments.

During the year, training and updates were provided by

the Company’s remuneration adviser, external counsel,

an external AI subject matter expert and internal subject

matter experts.

Board induction programme

The Chair and Company Secretary are responsible for

ensuring that all Directors receive a full, formal and tailored

induction upon joining the Board. Whilst our induction

programme will be tailored based on the needs, experience

and background of the individual Director, it will ensure that

they gain a comprehensive understanding of the Group

through activities including: visits to our sites, one-to-one

sessions with the Executive Directors, sessions with all

members of the Executive Leadership Team, meetings with

various functional and regional heads, and the opportunity to

meet with a range of employees across the business.

Board diversity

The Board is committed to fostering diversity and inclusion

within its membership. We recognise that a broad mix of

backgrounds and perspectives – including gender, ethnicity,

religion, disability, sexual orientation, socio economic

background, age and a range of cognitive and personal

strengths – contributes meaningfully to an effective and well

rounded Board. While we believe diversity is an important

component of Board effectiveness, we do not consider it

appropriate to expand the Board solely for this purpose.

Corporate governance report continued

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Instead, diversity remains a key consideration within the

broader set of skills and experience we assess whenever

a new appointment is required.

The Board’s tenure, gender and ethnicity are set out on

page 105. The Board’s diversity policy and plans and

progress against the recommendations of the FTSE Women

Leaders Review and the Parker Review are described in the

Nomination Committee Report on pages 123 to 126.

Board independence

At the end of the financial year, the Board consisted of seven

Directors: the Chair (who was considered independent on

appointment), four independent Non-Executive Directors

as confirmed through the Board’s annual assessment, and

two Executive Directors – the Chief Executive Officer and the

Chief Financial Officer. This composition meets the Code’s

recommendation that at least half of the Board, excluding

the Chair, should be independent Non-Executive Directors.

Our Board Committees also continued to operate in line

with the Code’s requirements throughout the year. Details of

each Committee’s membership and work can be found in the

individual Committee reports within this Annual Report.

External commitments

The Board is attentive to the time commitments required of

our Non-Executive Directors to carry out their responsibilities

effectively. Before joining the Board, prospective Directors

share details of any existing roles or significant commitments

that could affect their availability. Directors are expected to

keep the Board informed of any new external appointments,

and any such appointment requires the Chair’s approval.

We monitor external commitments to ensure each Director

continues to have sufficient time to fulfil their duties. Further

details on each Director’s background and significant

commitments are provided in the Board biographies on

pages 102 to 104.

During the financial year and up to the date of signing the

Annual Report, Alison Wood resigned as Non-Executive

Director and Chair of the Remuneration Committee of TT

Electronics plc; Hannah Nichols was appointed as Chief

Financial Officer of Coats Group plc; Richard Tyson stepped

down as the Senior Independent Director and a Non-

Executive Director of Videndum plc; and Neil Carson stepped

down as a Non-Executive Director of Shell plc.

Conflicts of interest

The Companies Act 2006 states that Directors must avoid

a situation where they have, or can have, a direct or indirect

interest that conflicts, or possibly may conflict, with the

Company’s interests. Boards of public companies may

authorise conflicts and potential conflicts, where appropriate,

if permitted by the company’s Articles of Association – and

the company’s Articles of Association do allow for this.

Directors are required to disclose conflicts and potential

conflicts to the Chair and the Company Secretary as and

when they arise. When a Director takes on additional external

commitments, they will discuss the potential position with the

Chair and confirm that, as far as they are aware, there are

no conflicts of interest. During the year, none of the Directors

declared to the company any actual or potential conflicts

of interest between any of his or her duties to the company

and his or her private interests and/or other duties, except

for the Executive Directors, who hold the position of Director

of the company. The system for monitoring potential Director

conflicts remained effective throughout the period.

Director re-election

In line with best practice and the company’s Articles of

Association, all Directors are required to retire from office

at each AGM, in order to be proposed for re-election by the

company’s shareholders should they wish to continue in their

role. At the company’s 2025 AGM, all Directors on the Board

at that time were reappointed by shareholders with majority

votes ranging from 94% to 100%. Paul Fry was appointed to

the Board as an Executive Director in his capacity as Chief

Financial Officer on 1 April 2025, and was therefore elected

by shareholders for the first time at the 2025 AGM.

Having considered the performance and contribution of

each of the Directors, the Board remains satisfied that they

are operating effectively and continue to demonstrate

commitment to their roles. The Board will therefore

recommend the re-election of all Directors who intend to

stand for appointment at the AGM.

The biographical information of each Director, their initial

appointment dates and the reasons for their respective re-

election, can be found on pages 102 to 104. More information

regarding the Board and the Director performance review

process is set out on page 121.

Corporate governance report continued

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Nomination Committee report

Dear Shareholder,

I am pleased to present the report of the

Nomination Committee for the year ended

31 March 2026.

This has been a stable year for the Board, with no changes

to its composition. As a result, the Committee met once

during the year, focusing primarily on our ongoing succession

planning for the Board and senior leadership.

Although activity has been limited, the Committee remains

committed to ensuring the Board retains the right balance of

skills, experience and diversity to support the Group’s long-

term strategy. The Nomination Committee’s work focuses on

ensuring the Board has the right mix of skills, experience and

perspectives to support the Group’s long-term success. Our

responsibilities include overseeing succession planning for

the Board and senior leadership, monitoring the balance of

skills and diversity on the Board, and reviewing the findings

from the annual Board evaluation that relate to composition

and leadership needs.

When Board appointments are required, the Committee

identifies and recommends suitable candidates and ensures

that any new Non-Executive Director receives a clear

outline of their responsibilities. We also keep under review

the time commitments of Non-Executive Directors and

make recommendations to the Board on matters such as

reappointments, re-elections and committee membership.

NEIL CARSON

Chair

Committee membership

The current members of

the Committee are:

Neil Carson (Chair)

Alison Wood

Sir Nigel Sheinwald

Hannah Nichols

Rowena Innocent

• For details of attendance at Committee

meetings during the financial year,

see page 106.

• For the biographies of all Committee members,

see pages 102 to 104.

At the end of the year, the Board did not meet the Parker

Review recommendation to have at least one Director from

an ethnic minority background. The Board has considered

this position carefully and does not believe it would be

appropriate to appoint an additional Director solely to meet

this recommendation.

Diversity, including ethnicity, remains a high priority for the

Board and will be a key consideration in future succession

planning. When the next Non-Executive Director appointment

is made, the Board will seek a diverse candidate pool,

alongside ensuring that the selected candidate brings the

skills, experience and perspectives required to support the

company’s strategy and long-term success. The Board will

also keep under review whether an expansion of the Board

would be appropriate as part of this process.

I would like to thank my fellow Committee members for their

continued support during the year, and I look forward to

updating shareholders on our progress in next year’s report.

I will be available at the AGM to answer any questions you

may have regarding the work of the Committee.

NEIL CARSON

Chair of the Nomination Committee

8 June 2026

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Nomination Committee report continued

Committee composition

In line with the Committee’s terms of reference, which are

available on our website at: www.oxinst.com/investors/

corporate-governance, the Committee comprises a majority

of independent Non-Executive Directors and is chaired by the

Chair of the Board, Neil Carson.

Meetings

The Nomination Committee holds a minimum of one meeting

annually, as required under its terms of reference. Regular

attendees at meetings may include the Chief Executive

Officer, Chief Financial Officer and Chief HR Officer, where

appropriate. The Company Secretary is the secretary to the

Committee.

Committee performance review

During the year, an internal performance review of the

effectiveness of the Board and its Committees was

conducted. More information can be found on page 121.

The review found that the Committee functions effectively.

Appointments to the Board

The Nomination Committee is responsible for leading the

process for appointments to the Board and its standard

process when making new appointments to the Board is

set out below.

Director appointment process

Evaluate Board

composition and

determine required

capabilities of

proposed appointee

Evaluate the Board’s skills, experience,

independence, diversity and knowledge,

and utilise this to develop a specification

which reflects the role and specific

capabilities required.

Advertise role and

determine long

list of potential

candidates

Advertise the role using open advertising

(unless confidential) and by instructing

external executive search consultants with

the necessary expertise.

Identify long list of potential candidates

based on, amongst other things,

experience, capabilities, merit and

diversity.

Refine short list of

potential candidates

and complete

interviews

Determine short list and invite the

potential candidates to complete a

formal interview process.

Interview process to be facilitated by

various Board members but specifically

the Chair, Chief Executive Officer and

senior management, as appropriate.

Consideration

and approval

by Nomination

Committee

Nomination Committee to consider the

short-listed candidates and feedback

from interview process from both

interviewers and interviewee.

Determine the preferred candidate and

recommend their appointment to the

Board for approval.

Consideration and

approval by Board

Board to consider and, if thought fit,

approve the proposed appointment of

the preferred candidate.

Market announcement made

in accordance with regulatory

requirements.

Key responsibilities

1. Board composition:

The Committee keeps the structure, size and composition of the

Board under review, considering the balance of skills, experience,

knowledge and diversity needed for effective leadership.

2. Succession planning:

We oversee plans for the orderly succession of Board members

and the Executive Leadership Team, ensuring a strong and

diverse pipeline that reflects the company’s future needs and the

opportunities and challenges it faces.

3. Leadership needs:

The Committee reviews the leadership requirements of the

organisation – both Executive and Non-Executive – to help ensure

the company has the capability to compete effectively and deliver

its strategy.

4. Board appointments:

When vacancies arise, we identify and recommend suitable

candidates for Board approval. Before any appointment, we

assess the existing balance of skills and experience and define the

role requirements, including the expected time commitment.

5. Onboarding:

We ensure that all newly appointed Non-Executive Directors

receive a clear and comprehensive letter of appointment setting

out their responsibilities.

6. Board evaluation insights:

The Committee considers the findings from the Board evaluation

process relating to Board composition and succession planning.

7. Time commitments:

We review annually the time required of Non-Executive Directors

to ensure they can continue to meet their obligations.

8. Recommendations to the Board:

The Committee advises the Board on:

• updates to the succession planning approach;

• candidates for new appointments and succession to existing roles;

• Committee membership across the Audit and Risk,

Remuneration and Sustainability Committees;

• reappointment of Non-Executive Directors at the end of their terms;

• Directors standing for re-election by shareholders;

• any matters relating to the continuation in office of a Director; and

• appointments to executive or other roles as appropriate.

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Nomination Committee report continued

Board composition and succession planning

The Nomination Committee keeps under review the composition of the Board and its

Committees. We take seriously our responsibility for Board effectiveness and continuity, and

the need to conduct a continuous and proactive process of planning and assessment in the

context of the company’s strategic priorities, and the main trends and factors affecting the

long-term success and future viability of the company.

In addition to reviewing Board composition, the Nomination Committee oversees the

succession plans for the Executive Leadership Team. It has regular opportunities to meet

with its members and other members of the wider senior leadership through their attendance

at Board meetings to report on their respective business areas or functions, and through

workforce engagement activities.

Board diversity

The Board is committed to fostering a genuinely diverse and inclusive environment at Board

level. We recognise that a broad mix of backgrounds and perspectives is essential to effective

decision making. Our approach to diversity goes beyond gender and ethnicity to include

age, disability, and social and educational backgrounds, among other characteristics. We

remain focused on maintaining a balanced and diverse Board, and on supporting strong

representation across the wider organisation as well.

At the end of the financial year, the Board had 43% female representation but did not

include ethnically diverse representation. The composition of our Board therefore met the

recommendation of the FTSE Women Leaders Review (40% female representation by the

end of 2025) but did not meet the recommendation of the Parker Review (at least one

Director of colour by the end of 2024).

Future Board appointments will continue to be made on the basis of merit, using objective

criteria to ensure we identify and select the strongest candidates for each role. We aim to draw

from a broad and diverse talent pool, and when we engage executive search firms, we do so

only with those that have adopted the Voluntary Code of Conduct for Executive Search Firms.

On this basis we remain committed to meeting the recommendation of the Parker Review.

In line with the Parker Review, we are also developing a target for the proportion of senior

management roles to be held by individuals from ethnic minority backgrounds by the end

of 2027. As an international business, we recognise the value of strong, ethnically diverse

leadership and the importance of building decision making teams that reflect our customer

base and the communities in which we operate.

As of the date of the Annual Report, the Senior Leadership Team comprises 14 persons, of

whom 28.6% are Asian or mixed ethnicity. We will be seeking to maintain and improve the

ethnic diversity of this cohort on a year-on-year basis, within a target range of 20% to 25%.

In March 2026, we published our third year of ethnicity pay gap data. All colleagues have

been invited to self-report their ethnicity and 96% of our UK employees have now done so. We

continue to encourage disclosure to support our understanding and inform our actions. The

data shows that in April 2025, 13% of the 1,117 colleagues working for Oxford Instruments in the

UK identified as being part of an ethnic minority group, an increase of 1% from the previous year.

The analysis shows that there was an ethnicity pay gap in mean and median pay across the UK

workforce. The mean gap was 12%, while the median gap was 14%. The gap in both measures

was reduced versus the previous year (by 3.2% and 1.1% respectively). This was largely helped by

an increase in representation in the highest pay quartile. We are committed to ensuring equity

of opportunity and remuneration.

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Diversity of individuals on the Oxford Instruments plc Board and executive

management

In accordance with the UK Financial Conduct Authority’s Listing Rule 6.6.6 (9), the Board

confirms that as of 31 March 2026, Oxford Instruments plc:

• had surpassed the target for at least 40% of the Board to comprise women, with 43%

female representation given that three of the Board’s seven Directors are women; and

• had (i) met one of the remaining targets set out in that rule with Alison Wood holding the

role of Senior Independent Director and a woman, therefore, holding one of the specified

senior positions on the Board (Chair, Chief Executive Officer, Senior Independent Director or

Chief Financial Officer); and (ii) had not met the other remaining target set out in that rule,

with the Board including no Directors from a minority ethnic background.

In line with the UK Financial Conduct Authority’s Listing Rule 6.6.6 R (10), the tables below

set out the sex and ethnic background of the Oxford Instruments plc Board and the Senior

Leadership Team as at 31 March 2026.

We collected this information in two ways. For Board members, we asked them to complete a

questionnaire covering their skills, experience and diversity characteristics, including sex and

ethnic background. For the Senior Leadership Team, we drew on data voluntarily provided

through our employee records, which individuals understand may be used both for disclosure

and to help ensure our processes and pay practices are fair and equitable across race,

ethnicity and other protected characteristics for which we hold complete data.

Sex

Number

of Board

members

Percentage of

the Board

Number

of senior

positions on

the Board

(CEO, CFO, SID

and Chair)

Number

in Senior

Leadership

Team

Percentage

of Senior

Leadership

Team

Men 4 57% 3 11 78.6%

Women 3 43% 1 3 21.4%

Not specified/prefer not to say – – – – –

Ethnic background

Number

of Board

members

Percentage of

the Board

Number

of senior

positions on

the Board

(CEO, CFO, SID

and Chair)

Number

in senior

management

Percentage

of senior

management

White British or other White

(including minority-white

groups) 7 100% 4 10 71.4%

Mixed/Multiple ethnic groups – – – 2 14.3%

Asian/Asian British – – – 2 14.3%

Black/African/Caribbean/

Black British – – – – –

Other ethnic group, including

Arab – – – – –

Not specified/prefer not to say – – – – –

Nomination Committee report continued

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Audit and Risk Committee report

Dear Shareholder,

I am pleased to present the Audit and Risk

Committee’s Report for the year ended 31 March

2026. The purpose of this report is to outline the role

of the Committee, provide insight into our activities

and demonstrate how we have discharged our

responsibilities effectively during the year.

External audit

During the year, the Committee accelerated the external

audit tender, having regard to the Group’s growth and the

importance of maintaining consistently high standards of

audit execution. The Committee engaged with the Financial

Reporting Council (FRC) to address auditor independence

requirements applicable to Public Interest Entities as

certain firms had provided non-audit services to the Group

during FY26 which would, absent regulatory consent, have

restricted their participation in the tender. The Committee

therefore sought and obtained explicit exemptions from the

FRC to allow these firms to participate, ensuring the tender

remained competitive.

Following a comprehensive evaluation, the Committee

recommended the appointment of Deloitte LLP as external

auditor, which the Board accepted. More detail on the audit

tender process is given on pages 135 to 136.

In light of the timing of the external audit tender and the

transition to a new auditor during the year, the Committee

did not request a formal half-year review. Instead, Deloitte

LLP performed a number of accelerated audit procedures in

respect of key financial areas to provide the Committee with

appropriate comfort over the integrity of the Group’s financial

information. The Committee considered this approach to be

appropriate in the circumstances and remained satisfied that

it had discharged its responsibilities for oversight of financial

reporting during the period.

HANNAH NICHOLS

Chair

Committee membership

The current members of

the Committee are:

Hannah Nichols (Chair)

Alison Wood

Sir Nigel Sheinwald

Rowena Innocent

• For details of attendance at Committee

meetings during the financial year,

see page 106.

• For the biographies of all Committee members,

see pages 102 to 104.

Financial Reporting Council review

During the year, the company’s Annual Report and Accounts

were subject to a routine review by the FRC's Corporate

Reporting Review team. The review did not give rise to any

questions or substantive correspondence, although the

FRC provided a number of observations where users of the

accounts may benefit from enhanced disclosure in future

reporting. The Committee has considered this feedback as

part of its ongoing commitment to high-quality, clear and

transparent reporting.

Risk management, internal control and readiness

for Provision 29

The company has continued to strengthen its internal control

and risk management capability during the year including

refining the risk appetite framework and establishing target

risk scores for each principal risk. The Committee has

regularly reviewed the principal risks faced by the Group over

the year, including the process for identifying, evaluating and

managing those risks.

The Committee has spent time assessing readiness

for compliance with Provision 29 of the UK Corporate

Governance Code 2024, which will apply to the company

for the financial year ending 31 March 2027, and requires

the Board to make a declaration on the effectiveness of the

company’s material controls as at the balance sheet date.

The Board recognises that alignment with Provision 29 is an

ongoing journey and, while good progress has been made,

further work remains, particularly in relation to IT controls

and control documentation, as we continue to enhance the

maturity of the Group’s internal control framework. More

detail on the work conducted is given on pages 132 and 133.

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Information and cyber security

In light of the evolving risk environment in respect of cyber

threats, maintaining a high level of ‘cyber hygiene’ and

resilience is critical to the long-term sustainable success

of the company’s operations. As such, the Committee

continued to closely monitor the Group’s cyber security

risk management processes and governance systems

during the year and received an update from the Chief

Information Officer on progress with maturing the Group’s

IT General Controls. The Chief Information Security Officer

was appointed during the year and provided an update

to the Board covering an overview of the cyber threat

landscape, the company’s cyber approach, an assessment

of effectiveness of cyber security controls and the information

security roadmap for continuous improvement.

Performance evaluation

I am pleased to report that, based on the results of the 2026

performance evaluation, the Board members continue to

consider the Committee to be thorough and effective in

fulfilling its responsibilities. More information concerning

the evaluation process can be found in the Corporate

Governance Report on page 121.

Additional information concerning the Committee’s activities

during the year can be found later in this report. Should you

have any questions or comments regarding the work of the

Committee during the year, I would be pleased to hear

from you.

HANNAH NICHOLS

Chair of the Audit and Risk Committee

8 June 2026

Composition and experience

The Committee comprises all of the independent Non-

Executive Directors, who were appointed to the Committee

by the Board following recommendations by the Nomination

Committee. All Committee members contribute to the work

of the Committee and bring a balance of financial, risk

management, commercial acumen and industry experience,

and are considered by the Board to be collectively

competent in the sector in which the company operates.

The Company Secretary is the secretary to the Committee.

The Board considers that Hannah Nichols, who is the

serving CFO of Coats Group plc and a qualified chartered

accountant, has recent and relevant financial experience.

Further information concerning the Directors’ skills and

experience can be found in the Corporate Governance

Report on pages 102 to 106.

Meetings and activities

The Committee held five meetings during the year and

all members attended all meetings. In addition to the

Committee members, regular attendees include the Chair of

the Board, CEO, CFO, Group Financial Controller, the Head of

Internal Audit and the External Auditor. The Committee meets

privately with the Head of Internal Audit and the External

Auditor without management present regularly throughout

the year.

The Committee has a structured, rolling annual planner

which is developed with the Company Secretary and

designed to ensure that the Committee’s responsibilities

are discharged in full during the year as well as to facilitate

more in-depth reviews into topics which of are particular

importance.

Audit and Risk Committee report continued

Financial reporting

One of the Committee’s principal responsibilities is to review

the half-year and full-year financial statements including

the appropriateness and application of accounting policies,

the adequacy of disclosures, and the quality, balance and

completeness of the associated narrative reporting. Further

information on these topics can be found as follows:

• Accounting policies and practices applied (pages 184

to191).

• Material accounting assumptions and estimates made

bymanagement (Note (b) on page 185).

• Significant judgements and key audit matters identified

bythe External Auditor (pages 241 to 249).

• The effectiveness of internal financial controls (page 133).

• Whether the Report and Accounts, taken as whole, is fair,

balanced and understandable (page 131).

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Audit and Risk Committee report continued

Significant financial judgements, key assumptions and estimates

The Committee considered reports from management on accounting policies, current accounting issues and the key judgements and estimates in relation to this Annual Report. It assessed

whether suitable accounting policies had been adopted and the reasonableness of the judgements and estimates made by management. The following section summarises the significant

judgements and estimates considered by the Committee in relation to the Financial Statements for the year ended 31 March 2026 and how they were addressed.

Issue Assumptions or estimates Outcomes

Revenue recognition

The Group generates a significant portion of revenue and profit in

period 12 and any errors in revenue cut-off could potentially have

a significant impact.

Following the divestment of NanoScience, revenue recognition

has been significantly simplified, driven by incoterms and the

timing of installation obligations. Management are comfortable

that appropriate cut-off procedures are in place and that revenue

has been recognised in line with Group policy.

The Committee reviewed management’s reports on the approach

to revenue recognition and assumptions used, including in

relation to revenue cut-off testing.

The Committee concluded that management’s approach

to revenue recognition was reasonable and controls around

revenue cut-off were adequate.

Valuation of the inventory provision

There is a risk that inventory is not valued appropriately because

of local sites not correctly applying the group provisioning

accounting policy to appropriately write-down the net realisable

value of excess and obsolete stock.

Inventory provisioning requires consideration of several factors

including but not limited to recent usage, expected future

demand, new product introduction plans and likely realisable

values to estimate the excess quantities and net realisable value.

The Committee reviewed management’s reports on the

application of the provisioning accounting policy, with a

particular focus on the provisioning in Advanced Technologies

given the business growth.

The Committee concluded that management’s approach to the

valuation of the inventory provision was reasonable.

Goodwill and other intangibles assessment

Management carries out annual assessments of all cash-

generating units (CGUs) with goodwill by comparing their

carrying value to their value in use to determine if there is

any impairment.

In carrying out impairment reviews of goodwill, a number of

significant assumptions have to be made when preparing cash

flow projections. These include the future rate of market growth,

discount rates, the market demand for products acquired and the

future profitability of products.

In prior years, management used an initial cash flow forecast

of three years, but this has been extended to five years to

better align with the Group's business model and strategic

planning cycle.

The Committee reviewed management’s reports on the key

assumptions with respect to goodwill. We also challenged

the downside sensitivity analysis undertaken. The Committee

reviewed management’s forecasts for future performance and

challenged the assumptions adopted.

Particular focus was given to the Andor CGU given there was an

impairment in the prior year. The Committee was satisfied there

was now significant headroom on the Andor CGU, and no further

concern for impairment.

The Committee concluded that the carrying values of acquired

assets are reasonably and appropriately supported by the cash

flow projections.

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Audit and Risk Committee report continued

Other matters related to the financial statements

Disposal of NanoScience

The Group announced the disposal of its NanoScience

business on 10 June 2025 and this disposal was completed

on 2 January 2026. Accordingly, the financial results of

NanoScience have been treated as a discontinued operation

in the Annual Report. This requires the restatement of prior

year comparatives and reallocation of directly attributable

costs to the discontinued line within the income statement.

The gain on disposal of the NanoScience business net of

tax was £6.8m and the impact of discontinued operations is

disclosed in Note 13 to the Financial Statements.

Adjusting items

The Group applies adjustments to the statutory definition of

profit and EPS to present adjusted profitability and earnings,

as the Board considers that they present a clearer picture of

the financial performance of the Group. These adjustments

totalled £16.5m as set out in Note 2 to the Financial

Statements.

The Committee has reviewed the nature of the adjustments

and the methodologies used to calculate them. Based on

these enquiries and explanations provided, the Committee

concluded that adjustments have been applied consistently

in line with the Group's new policy on adjusting items. Further,

the Committee is satisfied with the presentation of these

adjusting items in the 2026 Financial Statements.

Share buyback

Following the disposal of NanoScience, the Group

commenced a share buyback programme aimed at

repurchasing up to £50m of its ordinary shares and

subsequently announced a further £50m tranche to follow

on immediately after completion of the first tranche. As of

31 March 2026, approximately £12m of the second tranche

buyback was completed.

Further details relating to the share buyback programme

are given on page 16. The Committee reviewed the

associated accounting treatment and appropriateness of the

disclosures made in this Annual Report and concluded that

it was satisfied with both the accounting treatment and the

disclosures.

UK defined benefit pension scheme valuation

On 5 December 2025, the Trustee of the Oxford Instruments

Pension Scheme completed the purchase of a bulk annuity

policy (buy-in) with Royal London Mutual Insurance Society

Limited to insure all members’ Scheme benefits. Pension

contributions by the company have ceased from November

2025, with contributions for FY26 totalling £5.3m.

Following the purchase of the bulk annuity policy, and in

accordance with IAS 19 accounting standards, the value of

the policy as an asset of the Scheme is set to the same value

as the Scheme liabilities covered by the policy, calculated

using the current IAS 19 actuarial assumptions for the defined

benefit obligation. The Committee concluded that the

valuation is reasonable and appropriately supported by the

valuation conducted by an external actuary, Aon Hewitt.

Viability and Going Concern Assessment and

Statements

The Committee and the Board reviewed the Viability and

Going Concern Statements as presented in more detail on

pages 95 to 96.

The Committee reviewed the Viability Assessment, which

was based upon consideration of the Group’s current

financial position and the potential impact of certain of its

principal risks and uncertainties on future performance. It

performed a review of the scenario analyses prepared by

management in the Viability Assessment and concluded that

the Group would be able to continue in operation and meet

its liabilities as they fall due over the next five years.

In addition, the Committee noted that there were no material

uncertainties which may cast significant doubt over the

Group’s ability to continue as a going concern over the

period of at least 12 months from the date of approval of the

Financial Statements and concluded that it was appropriate

to continue to adopt the going concern basis of accounting.

R&D cost capitalisation

The Group has a policy to capitalise development

expenditure if there is a plan or a design for production of

new or substantially improved products. Under IAS 38, there

is a strict criteria for demonstrating commercial and technical

viability. The Committee reviewed the appropriateness of any

costs capitalised against IAS 38 criteria and concluded that

the capitalised costs were appropriate.

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Audit and Risk Committee report continued

Taxation

The Group carries tax provisions in relation to uncertain tax

positions arising from possible outcome from negotiations

with tax authorities. Additionally, the assessment of the

NanoScience disposal’s tax impact required a degree of

judgement and complexity, particularly in reviewing valuations

on a country-by-country basis to calculate taxable exit

charges. The Committee reviewed management’s judgements

in relation to uncertain tax provisions recognised as well as

the process followed to determine the disposal tax impact of

the NanoScience sale. The Committee concluded that both

calculations were appropriate.

Misstatements

Management has provided the Committee with reports

that they were not aware of any material or immaterial

misstatements that had been made with the intent

of achieving a particular presentation in the Financial

Statements. The Committee also reviewed Deloitte’s report

on unadjusted audit differences and these were discussed

by the Committee in June 2026. On the basis of its review

and those discussions, the Committee concluded that the

unadjusted differences were not material to the Financial

Statements and therefore no adjustment was required.

Fair, balanced and understandable

The Board asked the Committee to consider whether

the 2026 Annual Report is fair, balanced and provides

the necessary information for shareholders to assess the

company’s position and prospects, business model and

strategy. In performing this review, the Committee received

a report from management and considered if it meets the

requirements of the 2024 UK Corporate Governance Code

including the following considerations:

• Is the Annual Report open and honest with the whole story

being presented?

• Have any sensitive areas been omitted that are material?

• Is there consistency between different sections of the

Annual Report, including between the narrative and the

financial statements, and does the reader get the same

message from reading the two sections independently?

• Is there a clear explanation of key performance indicators

and their linkage to strategy?

• Is there a clear and cohesive framework for the Annual

Report with key messages drawn out and written in

accessible language?

• Is there an appropriate balance between the use of

statutory accounting measures and adjusted performance

measures, and are adjusted performance measures

adequately explained?

Following this review, we confirmed to the Board that, in our

view, the Annual Report is fair, balanced and understandable

in accordance with the requirements of the UK Corporate

Governance Code.

Corporate Reporting Review

The company was notified that the FRC’s Corporate

Reporting Review team carried out a review of the company’s

Annual Report and Accounts for the year ended 31 March

2025 in accordance with Part 2 of the FRC Corporate

Reporting Review Operating Procedures. The review was

based solely on the Annual Report and Accounts and did not

benefit from detailed knowledge of the company’s business

or an understanding of underlying transactions entered into.

The review provides no assurance that the Annual Report

and Accounts are correct in all material respects and the

FRC accepts no liability for reliance on it by the company

or any third party, including but not limited to investors and

shareholders. The FRC did not raise any questions or queries

as an outcome of its review, although it did note a number of

matters where it believes that users of the accounts would

benefit from improvements in the company’s reporting.

The Committee reviewed the findings of the review and

confirms that all matters noted by the FRC have been

addressed in the annual report and accounts for the year

ended 31 March 2026.

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Audit and Risk Committee report continued

Whistleblowing

Employees can report concerns of non-compliance, ethical

issues or malpractice via an independent and confidential

reporting route. Reports can be made anonymously if

required and are covered by the Group’s Whistleblowing

Policy which provides for protected disclosure. Employees

can also make reports to their manager, HR or a member

of the Executive Leadership Team, as well as to the Senior

Independent Director. Posters are located at all our sites

giving details of the independent reporting service and the

Whistleblowing Policy is available to employees on the

company’s intranet. All employees complete mandatory

training on the Whistleblowing Policy each year and on the

Code of Conduct, Anti-Bribery and Anti-Corruption Policy and

the Conflict of Interests Policy. Irrespective of the reporting

channel used, the Group operates a formal protocol for the

independent investigation of reports which is overseen by

the Chief HR Officer and Group Compliance. All employees

are required to complete annual ‘speak up’ training to ensure

that they are aware of the company’s policies and how they

can raise any concerns.

The Committee performs an annual review of the

Whistleblowing Policy and receives a summary report into

the outcome of investigations during the year. It also receives

a report from management on its activities in this area. The

latest report and review took place in March 2026. During the

year, there was a mix of reports being made to our SafeCall

service and directly to management or our Compliance email

inbox. The number of reports made increased from the prior

year suggesting that the focus on training and improving

awareness of the company’s whistleblowing channels

through 2025 has been successful. The reports covered

a broad spectrum of business areas and regions and no

recurring themes or pervasive issues have been identified.

Anti-bribery and Anti-corruption

The company has a formal anti-bribery and anti-corruption

policy, which is available to all employees on the company’s

intranet, and is part of the mandatory annual training

programme for all employees. The Committee receives an

annual update from management on the Group’s anti-bribery

and anti-corruption compliance programme. This review

includes a summary of activities across the UK Ministry

of Justice's six key principles of proportionate procedures,

top level commitment, risk assessment, due diligence,

communication and training, and monitoring and review.

Risk management and internal control

The Board monitors and approves the Group’s risk

management and internal control systems and keeps their

effectiveness under review. A summary of the company’s

risk management framework and activities undertaken

during the year, as well as the Group’s principal risks and

mitigations, is set out on pages 79 to 95.

During the year, the risk management framework was further

developed with risk appetite more clearly defined through

the implementation of target risk scores, which were debated

and approved by the Board.

The Committee regularly reviews the Group risk register,

which includes climate change-related risks, and uses these,

supplemented by reports from management, the external

auditor and other subject matter experts, to assess the

approach taken to identify and mitigate the risks faced by

the Group. The Group maintains an active horizon scanning

process to identify emerging risks that may develop into

principal risks over time.

The Board recognises its responsibility for establishing

and maintaining a robust system of internal control and for

monitoring its effectiveness on an ongoing basis. The Board

views alignment with Provision 29 of the UK Corporate

Governance Code as a progressive journey rather than a

single point in time exercise. During the year, management

continued to enhance the Group’s internal control framework,

with a particular focus on strengthening controls over

financial reporting, embedding consistent risk and control

assessment processes across the Group, and improving the

quality and consistency of supporting documentation. These

actions build on the foundations already in place and reflect

the Board’s expectation that effective controls should evolve

in line with the scale and complexity of the business.

The Board and Audit and Risk Committee have identified a

number of areas where further work remains. These include

the continued maturity of IT general controls, particularly in

relation to access management and systems dependencies,

the consistency and depth of control documentation across

all business units, and the embedding of standardised

control practices. Addressing these areas is a key focus of the

Group’s ongoing internal control enhancement programme.

Internal audit plays an important role in supporting this

journey by providing independent assurance over the design

and operating effectiveness of key controls, identifying

gaps and areas for improvement, and monitoring the timely

completion of agreed management actions. The Audit and

Risk Committee regularly reviews internal audit findings

and themes and uses these insights to inform priorities and

assess progress in strengthening the control environment.

Further enhancements to the internal control framework

are planned as part of a multi-year programme to increase

the maturity and consistency of internal controls across

the Group, with the objective of continuing to improve the

effectiveness of risk management and internal control in line

with the principles of Provision 29.

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Audit and Risk Committee report continued

Risk management and internal control continued

The Board expects that, by the end of the next financial year,

the Group will have reached a sufficient level of maturity in

its internal control framework to enable the Board to make

the declaration required under Provision 29 of the 2024

Code. This will be based on management’s assessment of

the effectiveness of key controls, supported by internal audit

assurance and the remediation of identified weaknesses.

Until that time, the Board will continue to monitor progress

closely and to enhance the framework where necessary.

Internal audit

A new, dedicated Head of Internal Audit commenced

leadership of the internal audit function from 1 April 2025.

The purpose of the internal audit function is to provide

assurance regarding the effectiveness of internal controls

through regular reviews and the provision of reports to the

Committee. Once finalised, all internal reports are also

shared with the external auditor. The Head of Internal Audit

has had direct access to the Chair of the Board and the

Chair of the Committee, to help safeguard independence

from the executive and accountability to the Committee and

meets regularly with the Committee without management

present. The internal audit function also continues to benefit

from a co-sourcing relationship, whereby an external service

provider has been engaged to supplement work on internal

audits focused on financial controls and to provide support

in other areas where specific subject matter expertise is

required or advantageous.

Developments in the internal audit function during the year

included documentation of an assurance strategy setting

out priorities and deliverables for FY26, refreshing of the

Audit Charter which now defines the mission, vision and

scope of Internal Audit & Risk activities for the Group and the

introduction of action tracking metrics to gauge management’s

effectiveness in addressing audit and risk actions.

Internal audit plan

The annual internal audit plan for FY26 was approved

by the Committee at its meeting in January 2025 and

progress against the plan is reviewed at each meeting. It

comprises audits which assess the effectiveness of internal

financial controls, to be performed on a rotational basis

across business units and the principal regional offices.

Complementing this, the programme also includes risk-

based audit areas which are proposed or recommended by

a combination of the Committee and management.

Internal audit effectiveness review

The Committee has a responsibility to carry out an annual

assessment of the effectiveness of the internal audit function.

During the year, Internal Audit KPIs were introduced which

are reported against at each meeting, which enables

the Committee to continuously assess the effectiveness

of the Internal Audit function. Additionally, as part of its

assessment in respect of the financial year ended 31 March

2026, the Committee liaised with the Head of Internal

Audit, reviewed and assessed the annual internal audit

plan, reviewed the results of the internal auditor’s work and

considered whether the quality, experience and expertise of

internal audit remains appropriate for the business. It also

reviewed the actions taken by management to implement

the recommendations of internal audit and to support the

effective working of the internal audit function.

Following due consideration, the Committee agreed that the

internal audit function had remained effective.

External auditor

The Committee has principal responsibility for managing the

relationship with the external auditor, including assessing its

performance, effectiveness and independence and making

recommendations to the Board regarding its reappointment,

removal and terms of engagement, including all fees.

The Committee regularly meets with the external auditor,

both with and without the Executive Directors or members of

the management team present, to discuss any appropriate

matters in a frank and open manner.

Audit Committees and the External Audit: Minimum

Standard

The Audit and Risk Committee has discharged its

responsibilities during the year in accordance with the Audit

Committees and the External Audit: Minimum Standard,

which is now fully incorporated into the UK Corporate

Governance Code. This report describes how the Committee

has met the provisions of the Standard including oversight

of the external audit, assessment of the effectiveness of the

audit process, auditor independence and objectivity, and the

conduct of the external audit tender.

In addition to overseeing the audit tender process, the

Committee regularly assesses the effectiveness of the

external audit through consideration of audit planning,

execution, reporting quality, communication with the

Committee and the handling of significant judgements.

The Committee also considers feedback from management,

internal audit and regulatory reviews as part of this

assessment.

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External audit effectiveness review

The Committee is responsible for reviewing the effectiveness

of the audit process, including assessing the quality of the

audit, the handling of key judgements by the auditor, and

the auditor’s response to questions from the Committee. The

Committee will review the audit process in respect of the

financial statements for the year ended 31 March 2026, as

soon as practicable post the conclusion of this work.

During and post the completion of the audit process in

respect of the financial statements for the year ended 31

March 2025, the Committee reviewed the effectiveness of the

external audit as described above. They ultimately decided

to accelerate the external audit tender, not least due to the

importance of maintaining consistently high standards of

audit execution.

Audit Inspection Report

The company was notified that the FRC’s Audit Quality

Review team carried out an inspection of the audit of the

financial statements of the company for the year ended

31 March 2025, conducted by BDO LLP. The audit quality

assessment related only to those areas of audit work

included in the Scope of Inspection which covered risk

assessment and planning; execution of the audit plan;

and completion and reporting, including the quality of

communication with the Audit Committee. The review

assessed the audit as ‘limited improvements required’ with

findings relating to enhancements in documentation of audit

procedures to evaluate and respond to General IT Control

Deficiencies. BDO proposed remedial action including

performing a precise revised risk assessment in response

to significant GITC deficiencies for each of the related

processes, balances, IT systems/applications and data,

particularly in relation to the risk of fraud.

Independence and objectivity

The Committee should assess the external auditor’s

independence and objectivity on an annual basis,

considering relevant law, regulation, the Ethical Standard

and other professional requirements, and the Group’s

relationship with the auditor as a whole, including any threats

to the auditor’s independence and the safeguards applied

to mitigate those threats, including the provision of any

non-audit services.

To make this assessment, the Committee obtains

confirmation from the external auditor regarding whether

it considers itself to remain independent and also satisfies

itself that there are no relationships between the auditor and

the company (other than in the ordinary course of business)

which could adversely affect the auditor’s independence

and objectivity. During the financial year, the Committee

made this assessment as part of the tender process and

again in March 2026. The Committee confirmed that Deloitte

remained independent and objective. See the Audit Opinion

on pages 241 to 249 for further information regarding the

independence of the auditor, Deloitte LLP.

Audit strategy

Following its appointment in October 2025, Deloitte

presented its proposed audit strategy and transition plan for

the financial year ended 31 March 2026 to the Committee.

The suggested strategy had been informed through

feedback from various stakeholders including the Committee

Chair, Chief Financial Officer and Group Financial Controller

during the tender process. The proposal included details

of the recommended scope, materiality, fees and timelines

plus the principal areas of audit risk and the anticipated

approach for addressing such. Following due consideration,

the Committee approved Deloitte’s proposed audit strategy

and transition plan.

Auditor engagement policy

During the year, the non-audit services policy was expanded

to document the company’s approach to mandatory

tendering process, management of non-audit relationships

with audit firms and approach to hiring of former external

auditor employees. The approval process for the provision of

non-audit services by the auditor was amended to delegate

the approval of non-audit services to the CFO or the Audit

Chair up to the following financial limits:

Value of non-audit services

Approval required prior to

engagement of Auditor

Up to £25,000 Chief Financial Officer

£25,001 to £50,000 Chair of the Audit Committee

Above £50,000 Audit Committee

The policy also includes a cap on non-audit fees payable to

the external audit firm to no more than 70% of the average

of the audit fees paid in the last three consecutive years and

specifies which non-audit services are exempt from the cap,

as well as documenting which services are not permitted

to be performed by the external auditor, regardless of

associated fee levels.

During the financial year, the Committee approved the

provision of non-audit services by Deloitte amounting to £24k

which, when considered in light of the audit fees amounting

to £1,389k, represented less than 2% of the total fees payable

to the auditor and its associates.

Audit and Risk Committee report continued

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Audit and Risk Committee report continued

Auditor engagement policy continued

A further illustration of this comparison can be seen in the

following table.

Fees

(£’000) Proportion

Audit fees 1,389 98.3%

Audit-related assurance services 0 0%

Non-audit services 24 1.7%

Total fees payable to the auditor

and its associates 1,413 100%

See Note 6 of the Financial Statements for further information

regarding the external auditor’s remuneration.

As disclosed on page 135, as part of the audit tender process

an exemption was received from the FRC in relation to non-

audit services provided by Deloitte LLP in the year, which

ceased immediately upon Deloitte being notified of the audit

tender process.

External audit tender

During the year, the Committee accelerated the external

audit tender, having regard to the Group’s growth and the

importance of maintaining consistently high standards of

audit execution. Accordingly, a formal, competitive tender

process was conducted during the year in respect of the

financial year to 31 March 2026 (‘FY26’).

Preparation

In advance of the tender the following tasks were performed

by the Committee:

• Reviewed best practice guidelines on external audit

tenders.

• Agreed the tender process timetable.

• Discussed the key attributes required from an external

auditor and the Lead Audit Partner.

• Identified suitable firms to be invited to participate in

the tender.

Selection of firms invited to tender

One of the Committee’s main priorities was to include in

the tender audit firms both with significant experience of

auditing FTSE 250 businesses, and who have a higher

degree of credibility in delivering high quality, robust and

on-time audits. For this reason, the Committee decided to

only include ‘big 4’ firms in the tender process. Of the ‘big 4’

firms, one was excluded as they were the company’s main

tax adviser. A second firm was unable to participate as they

had a related party conflict. Of the two remaining 'big 4' firms,

both had provided non-audit services to the company during

FY26 which, under the relevant independence requirements,

created a potential independence challenge. These services

were limited in nature and were assessed by the Committee

as not having a material bearing on the company’s

financialstatements.

The Companies (Directors’ Remuneration and Audit)

(Amendment) Regulations 2025 (SI 2025/439) provides

that the FRC may grant an exemption, upon request by a

statutory auditor or an audit firm and on an exceptional

basis, to prohibitions on the provision of non-audit services

to a Public Interest Entity (PIE), thus allowing the applicant to

tender for the audit of that PIE. Both firms made exemption

applications to the FRC on this basis and the FRC granted

a waiver to both firms enabling them to participate in the

company’s audit tender process.

See the Audit Opinion on pages 241 to 249 for further

information regarding the independence of the auditor,

Deloitte LLP.

RFP process

Both firms received a Request for Proposal (RFP) on 17 July

2025 outlining the selection criteria and further information

in preparation for the presentations to the Committee. In

addition to the RFP, and following the completion of the

prepared NDA, secure access to the data room was provided

to the shortlisted firms on 22 July 2025. Both firms were given

the opportunity to meet with members of the Audit Committee,

Executive Leadership Team and senior management to aid

them in understanding our requirements and in preparing

their proposal. Both firms also made site visits to some of the

company’s facilities to gain a better understanding of our

operations.

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Audit firm selection criteria

The selection criteria used in the audit tender was:

Strength, style and experience of the team

• Relevant experience of the partners and managers on the

proposed team

• Details of the team roles and locations

• Personal fit with the company’s management team and

culture

• Approach to succession planning and how team continuity

is ensured

Understanding of the company, and relevant

experience and expertise in the company’s industry

• Understanding of the company’s business, strategy and

risks, and how the audit will respond

• Industry experience and client base

Audit approach, methodology and quality

• Overall approach to the audit, including risk assessment

and reliance on controls

• Approach to determining materiality and audit scope

• Use of technology and innovation in the audit

• Approach to addressing key company and industry-

specific risks and challenges

• Process for ensuring audit quality

• Approach for resolving accounting and reporting issues

Communication and reporting, including project

management and meeting deadlines

• Approach to client relationship management and

communication with the Audit Committee

• Approach to working with operational management and

corporate functions

• Details of how the firm will project manage a successful

audit process

Proactivity, value and insights

• Examples of how the firm can provide additional value

beyond the core audit services

• Commitment to environmental, social and governance

initiatives and alignment with the company’s values

Approach to transition and first year audit

• Overview of transition plan and timetable for the first year

audit

• Details on how auditor independence will be maintained,

including any transition plans for non-audit services

currently provided

Presentations to the Committee

Presentations to the Audit Committee were held on 19

September 2025 with a scorecard template used to assess

each firm based on the selection criteria outlined in the RFP.

The Committee remained involved throughout the tender

process and the presentations were attended by members of

the Committee, the Board Chair, the CEO, the CFO and senior

managers from the Finance team.

Recommendation to the Board

Following a comprehensive evaluation, the Committee

recommended to the Board the appointment of Deloitte

LLP (‘Deloitte') as external auditor and the Board accepted

this recommendation. The Committee is satisfied that the

selected firm demonstrated the strongest capability to

deliver a high quality, independent audit.

Audit and Risk Committee report continued

Date of change in auditor

BDO resigned as the company’s auditor on 20 October 2025

and deposited a statement with the company confirming that

there are no circumstances in connection with its resignation

that should be brought to the attention of the member of

creditors of the company under Section 519 of the Companies

Act 2006. Deloitte was appointed as the company’s auditor

on the same date and a proposal to appoint them as

auditor of the company will be subject to the approval of

shareholders at the 2026 Annual General Meeting.

Appointment of external auditor

Deloitte has expressed its willingness to continue as auditor

of Oxford Instruments plc and separate resolutions will be

brought to the Oxford Instruments plc 2026 AGM, proposing

Deloitte’s appointment as auditor and to authorise the

Board, through the Committee, to negotiate and agree its

remuneration.

Statement of Compliance with the Competition and

Markets Authority (CMA) Order

The company confirms that it has complied with The

Statutory Audit Services for Large Companies Market

Investigation (Mandatory Use of Competitive Processes and

Audit Committee Responsibilities) Order 2014 (Article 7.1),

including with respect to the Audit and Risk Committee’s

responsibilities for agreeing the audit scope and fees and

authorising non-audit services.

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Sustainability Committee report

Dear Shareholder,

I am pleased to present the report of the

Sustainability Committee for the year ended

31 March 2026. The Committee has overseen a

broad agenda across environmental, social and

governance (ESG) issues and continued to challenge

and support management in delivering the Group’s

long-term sustainability commitments.

During the year, we maintained close oversight of the Group’s

progress towards achieving its net zero targets for Scopes 1

and 2 by 2030 and its focus on Scope 3 emissions, building

on the foundations set in FY25. We have continued to include

ESG metrics for the FY26 LTIP, specifically relating to Scope

1 and 2 emissions reductions, to align long-term incentives

with the achievement of our net zero plan.

We have made substantial progress against our net zero

targets for Scope 1 and 2, with 25% reduction as at the end of

the year. In line with our transition plan, activities to replace our

fossil fuel boilers have continued and the oil-fired boilers at our

NanoScience site were replaced with electric heating, cutting

emissions by 271 tCO

e before its sale in January 2026. The

Committee continues to monitor progress with other actions to

deliver our transition plan and meet our targets.

There has been good progress in Scope 3 supplier

engagement, including supplier questionnaires, RFQ carbon

related questions, and engagement with international

and UK business unit key suppliers. These efforts will

improve emissions data quality and enable sustainability

considerations to be embedded into procurement decision

making. Full carbon footprints were undertaken during the

year for a sample of two products in anticipation of increased

customer requirements and forthcoming regulation.

SIR NIGEL SHEINWALD

Chair

We also reviewed progress across key social areas,

welcoming updates on programmes aimed at improving

inclusion and the broader rollout of training and development

initiatives supporting career progression across the

organisation. The updated internal Ways of Working model

continued to be embedded across the Group.

In addition to updates on environmental and social activities,

we reviewed the Group’s sustainability governance agenda

and received detailed updates regarding emerging UK

Government consultations on sustainability reporting and the

potential impact of new requirements.

We were pleased to note that MSCI, a leading provider of

critical decision support tools and services for the global

investment community, has continued to rate our ESG

practices as AA for a third year.

The Committee has overseen another year of significant

activity and progress, particularly in refining the Group’s

environmental strategy, strengthening the foundations

required for future regulatory compliance, and continuing

to embed a culture of inclusion and responsible business

practices.

Our integrated Sustainability Report is available on pages

51 to 78 and includes our Task Force on Climate-related

Financial Disclosures Statement, as set out on pages 60

to 68. We are committed to building on past progress and

continuing to challenge ourselves to go further.

I will be available at the AGM to answer any questions you

may have.

SIR NIGEL SHEINWALD

Chair of the Sustainability Committee

8 June 2026

Committee membership

The current members of

the Committee are:

Sir Nigel Sheinwald (Chair)

Alison Wood

Hannah Nichols

Neil Carson

Rowena Innocent

• For details of attendance at Committee

meetings during the financial year,

see page 106.

• For the biographies of all Committee members,

see pages 102 to 104.

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Sustainability Committee report continued

Committee composition

In line with its terms of reference, which are available on

our website at: www.oxinst.com/investors/corporate-

governance, the Committee comprises a majority of

independent Non-Executive Directors. Nigel Sheinwald, the

Committee Chair, brings a wealth of skills and experience,

particularly from his time as Chair of Shell plc’s equivalent

Sustainability Committee.

Meetings

The Sustainability Committee holds a minimum of three

meetings annually and this year held four meetings. Standing

attendees at meetings include the Chief Executive Officer,

Chief Financial Officer and Chief HR Officer. Other members

of senior management may also attend as required. The

Company Secretary is the secretary to the Committee.

Committee performance review

During the year, an external performance review of

the effectiveness of the Board and its Committees was

conducted. More information can be found on page 121.

The review found that the Committee functions effectively.

How the Committee spent its time during the

year ended 31 March 2026

The Committee’s responsibilities, as outlined in its terms

of reference, continue to shape its work and guide its

agenda. Inaddition to these core duties, the Committee

alsoconsiders other matters referred by the Board that

fallwithin its remit.

The Committee’s key activities and areas of focus during the

year included:

• Staying informed on the progress of initiatives aimed at

achieving the company’s net zero targets.

• Receiving regular updates from the Chief Executive Officer

and senior management on climate related issues.

• Received updates on emerging sustainability reporting

requirements, including the UK Sustainability Reporting

Standards, and will continue to monitor regulatory

developments and their implications for the Group. This

will remain an area of focus as the regulatory framework

develops.

• Hearing from members of the internal Environmental

Leadership Forum.

• Reviewing the annual assessment of social matters

integral to the sustainability agenda and noting continued

progress in areas such as inclusion and related internal

programmes and measures.

• Considering the annual review of sustainability related

governance activities, with attention to both internal

developments and external factors influencing this

element of the agenda.

• Following year end, reviewing and recommending to the

Board the approval of sustainability related narrative

reporting and external disclosures, including the integrated

Sustainability Report (pages 51 to 78) and the Task Force

on Climate-related Financial Disclosures Statement (pages

60 to 68).

Key responsibilities

The current key responsibilities of the Committee per its terms of

reference, are as follows:

• Review all sustainability-related narrative reporting and

external disclosures, including, but not limited to, those relating

to the Greenhouse Gas Protocol, Streamlined Energy and

Carbon Reporting Regulations, Sustainable Development Goals

and the Task Force on Climate-related Financial Disclosures.

• Determine the guiding principles to be used when setting

targets in relation to the Group’s sustainability goals and

implementation plans.

• Regularly review and provide advice on the Group’s ongoing

activities and progress in relation to the three key elements of

its sustainability agenda, broadly comprising environmental,

social and governance-related matters, as follows:

• Environmental: review with management and recommend

to the Board for approval, sustainability-related targets,

including environmental targets and timescales; review the

company’s progress towards decarbonisation of energy

use globally; and consider and recommend to the Board

for approval, the methodology to be used for achieving

netzero.

• Social: review any relevant externally published policies

and statements and approve targets set in respect of the

following areas: equity, diversity, inclusion and belonging;

health, safety and wellbeing; investing in our people; next-

generation talent; and community impact.

• Governance: review any relevant corporate policies and

approve targets set, in respect of the following areas: anti-

bribery and anti-corruption; sanctions, export control and

customs; dissemination of inside information to the market

and share dealing; supply chain responsible sourcing;

human rights and modern slavery; intellectual property

and confidentiality; data protection, data privacy and data

security; and financial sustainability and tax transparency.

• Through policy reviews and discussions with management,

seek to ensure that the highest ethical standards and concern

for human rights are embedded in the company across its

global operations.

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ALISON WOOD

Chair

Directors’ Remuneration report

Dear Shareholder,

I am pleased to introduce the Directors’

Remuneration Report for the year ended

31 March 2026. The report sets out our

remuneration strategy, together with the

key activities and decisions made by the

Remuneration Committee during the year.

The report is presented in the following sections:

• My annual statement as Chair, summarising the work

of the Committee during the year.

• At-a-glance summaries of the key remuneration outcomes

for the year, and proposed Executive Director remuneration

for 2026/27.

• The future Directors’ Remuneration Policy, to be proposed

to shareholders at the 2026 AGM (the 'new Policy' or the

'2026/27 Policy').

• The Annual Report on Remuneration, detailing the

remuneration outcomes for the year ended 31 March

2026 and the implementation of the Policy for the year

ahead. The current Policy operated as intended during

the year with no changes and the Committee did not

exercisediscretion.

Business context

The Group delivered a strong second half, with full-year

performance slightly ahead of expectations despite

significant disruption arising from a challenging geopolitical

environment.

Underlying operating margin increased by 150 basis points,

driven by strategic actions, operational efficiencies and cost

reductions. Adjusted operating profit was £73.7m, following

significant improvement in the second half ending down

1.6% on an organic constant currency basis, while adjusted

earnings per share was 100.7p.

The year also saw meaningful strategic progress. Our

simplified operating model, stronger commercial execution

and operational excellence transformation have helped

the business deliver resilient performance in a demanding

external environment.

The divestment of NanoScience, completion of the UK

defined benefit pension buy in, and extension of our share

buyback programme were important milestones that further

enhanced our financial flexibility, supporting our capital

allocation priorities and sharpened our strategic focus. The

divestment generated £42.4m of net cash, supported margin

improvements and delivered significant shareholder value,

with the share price increasing by 61% from announcement to

the date of this report, compared with 8% growth in the FTSE

250 Index over the same period.

The Group exited the year with good momentum across

structurally growing markets, a strong order book and a

robust balance sheet. In Imaging & Analysis, new product

innovation is further consolidating our technological

lead and expanding commercial market opportunities. In

Advanced Technology, our market-leading and differentiated

technology positions us well to capture attractive market

share opportunities and deliver sustainable profitable growth.

Against this backdrop, the Committee has proactively

reviewed the executive remuneration framework to ensure

it supports the next phase of the Group's strategy, centred

on attractive organic growth and margin progression, and

continues to align leadership with the principles of long-

termvalue creation and shareholder outcomes.

Committee membership:

Alison Wood (Chair), Neil Carson, Nigel Sheinwald,

Hannah Nichols and Rowena Innocent.

Key responsibilities of the Committee:

• Determining the Policy for Executive Directors and

senior leadership.

• Considering and determining the components and total

remuneration packages for the Executive Directors.

• Determining the Policy for pension arrangements,

service agreements, recruitment terms and

termination payments for Executive Directors.

• Designing effective performance-related incentive

plans aligned, for Executive Directors and

senior leaders, to the business strategy and the

widerworkforce.

• Approving the structure and targets for all

performance-related remuneration plans for

executives as well as the overall payments made

under such plans.

• Reviewing and noting Policy and trends across the

Group and considering the Executive Directors’

remuneration within this context.

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Directors’ Remuneration report continued

Operation of the Remuneration Policy in 2025/26

and incentive plan outcomes

Annual Bonus

The outcome for the 2025/26 annual bonus scheme

was based on a combination of profit before tax (50%),

adjusted operating profit margin (16.7%), cash conversion

(16.7%) and non-financial strategic objectives (16.7%).

Against the stretching financial performance targets

set, profit before tax was between threshold and target,

operating profit margin achieved the maximum target

and cash conversion was between target and maximum.

Overall, this resulted in a payout, relating to the financial

elements of the scheme, of 65.3% of salary for the Chief

Executive Officer (CEO) and the Chief Financial Officer (CFO),

out of the maximum opportunity of 150% of salary.

The non-financial strategic targets were based on (i) evolution

of the business portfolio, and (ii) progress of our operational

transformation programme. The CFO had a further objective

in respect to the future ERP strategy. Having considered each

element carefully, we determined achievement of 25% out of

25% of base salary opportunity for the CEO and 20% out of

25% of base salary opportunity for the CFO. The overall bonus

achieved was therefore 90.3% and 85.3% of salary for the CEO

and CFO respectively. One-third of the annual bonus will be

paid in shares, which must be retained for three years. The

former CFO also received a pro-rata award for the period of

the year worked based wholly on financial performance in

accordance with the exit arrangement. Details of the awards

are included on page158.

Vesting of LTIP awards made in 2023

Awards granted in 2023 under the Long-Term Incentive

Plan (LTIP) to the CEO and the former CFO were based on

Earnings Per Share (EPS) (30%), Return on Capital Employed

(ROCE) (30%), Total Shareholder Return (TSR) (25%) and

sustainability-related measures (15%).

Over the three-year period to 31 March 2026, EPS growth was

slightly ahead of the threshold performance target. In the final

year of the performance period, ROCE was midway between

the threshold and maximum performance targets. TSR, whilst

positive, was slightly below the median rank for threshold

vesting. Performance against the sustainability measures

was strong, achieving the maximumperformancetargets. As

a result of this performance, the 2023 LTIP grant will vest at

42.8% overall. A two-year holding period applies to the vested

award. The current Chief Financial Officer did not participate in

this award.

The Committee believes that the variable pay outcomes

provide a robust link between reward and performance, as

well as alignment with investor returns. We are satisfied that

the Policy has operated as intended and the remuneration

outcomes are appropriate, considering the relativities

between outcomes for employees and Executive Directors,

and the wider stakeholder experience as set out above.

Committee decision making

The Committee has consistently received strong shareholder

support, reflecting our disciplined approach to remuneration

design and outcomes. We have aspired to position

remuneration at mid-market levels, ensuring a competitive

position while avoiding excess. When the current Policy was

approved in 2023, with 98% of shareholder votes, we took

steps to modernise our framework and strengthen our ability

to attract, retain and motivate high-calibre leadership in a

responsible and transparent way.

Throughout my tenure as Committee Chair, we have

maintained a clear and consistent link between pay and

performance. We have not applied upward discretion and

hold a high bar for the application of judgement in ensuring

that incentive outcomes are fair, reflective of the performance

delivered and aligned with shareholder interests.

This discipline is central to upholding the integrity of

our remuneration framework and the trust placed in us

byshareholders.

Remuneration continues to play an important role in

supporting the long-term sustainability of the Group

and aligning leadership with the delivery of long-term

shareholder value.

Reviewing and strengthening our

Remuneration Policy

This year, the Committee undertook a comprehensive review

of the Remuneration Policy to ensure that it remains fit for

purpose and fully aligned with the company’s strategic

priorities over the next three years.

The review was conducted against a backdrop of a fully

established leadership team, a stabilised business, and a

clearly defined next phase of our strategy. Over the last three

years, the Policy has successfully supported the transition

of both the CEO and CFO and has underpinned strong

strategicprogress.

While the current Policy has enabled the company to attract

key executive talent, market benchmarking shows that CEO

remuneration has now fallen below mid-market levels and

that existing incentive opportunities are operating at their

maximum permitted levels.

Engagement and governance

The Committee received advice from its independent

Remuneration Adviser and undertook extensive engagement

with the company’s largest shareholders and proxy advisory

bodies as part of the review process. Feedback from this

engagement played a critical role in shaping proposed changes

and refining the implementation of the Policy for 2026/27

and beyond.

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Directors’ Remuneration report continued

The Committee believes that this engagement has

strengthened the alignment between the interests of

shareholders and the proposed remuneration framework.

Linking reward to strategy and shareholder value

The Committee considers that executive remuneration

should be closely aligned with the delivery of long-term

shareholder value. As the company’s strategy increasingly

focuses on organic growth, margin progression and value

creation opportunities, the Committee believes there is a

clear opportunity to deliver enhanced long-term shareholder

value and to further strengthen the connection between

executive reward outcomes and strategic delivery.

We continue to believe that performance and value creation

are best assessed using a range of measures that reflect

both financial outcomes and the overall shareholder

experience. Retaining and motivating our Executive Directors

remains critical to translating the strong platform they have

established into sustained long-term value creation.

Remuneration structure

As part of the Policy review, the Committee revisited its

core remuneration principles to confirm that they remain

appropriate for the company’s next phase of development.

While alternative remuneration structures were considered,

including hybrid share plans combining performance-based

and time-based restricted shares, we ruled them out. These

alternatives were considered overly complex and risked

diluting the strong link between pay and performance.

The Committee therefore reaffirmed that remuneration

arrangements should be simple, transparent and

performance-driven, with a clear emphasis on long-term

outcomes and alignment with shareholder interests.

We believe that the combination of an annual bonus and a

performance-based long-term incentive plan remains the

most effective approach to motivate executives, promote

retention within senior leadership and support delivery of our

strategy over the long term.

The Committee is satisfied that the existing remuneration

framework aligns with recognised best practice and good

governance principles. Annual bonuses are subject to

deferral, and the LTIP has a three-year performance

period followed by a two-year holding period post-vesting.

In addition, minimum shareholding guidelines apply both

during employment and following cessation of employment.

To support our strategic ambitions, the remuneration

framework must remain market-competitive, reinforce

alignment with shareholder value creation through

strategic delivery, and provide appropriate opportunities

for exceptional rewards when exceptional performance

isdelivered.

Incentive opportunity

The primary enhancement under the new Policy relates

to the LTIP maximum opportunity. The Committee intends

to retain the current typical annual award level for Executive

Directors of 200% of base salary, while introducing

discretion to grant awards of up to 300% of base salary

whereappropriate.

The Committee believes that this enhanced flexibility

better supports the creation of excellent long-term

shareholder value through the execution of our highly

attractive strategy, while maintaining a clear link

between exceptional performance and the opportunity

for exceptionalrewards.

Where award levels are above the typical annual

award level of 200% of salary, the Committee will apply

appropriately higher levels of performance stretch when

setting LTIP performance targets. This approach ensures

that any additional compensation is directly linked to

exceptional outperformance and the shareholder experience,

demonstrating our continued commitment to robust pay-for-

performanceprinciples.

To facilitate this change, an additional resolution will be

proposed at the 2026 AGM to amend the individual limit in

the LTIP rules from 200% of salary to align to the limit in the

Remuneration Policy, 300% of salary for this policyperiod.

The Annual Bonus structure will remain unchanged in terms

of overall maximum opportunity, which will continue to be

capped at 150% of salary, with an on-target award level

at 75% of salary. However, to introduce greater flexibility

and ensure appropriate incentivisation, the bonus payable

for achieving the threshold performance target has been

increased from up to 10% of the maximum bonus opportunity

to up to 20% of themaximum.

Financial Statements

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Directors’ Remuneration report continued

Operation of the Remuneration Policy in 2026/27

Base salary

As part of our holistic review of executive remuneration, we periodically review the

competitive position of Director pay. The Committee considers market practice from a range

of perspectives to ensure a fair and balanced approach:

• Market capitalisation: A peer group comprising the 20 companies ranked above and below

Oxford Instruments based on market capitalisation, consisting of FTSE 250 constituents.

• Sector peers: A peer group comprising of eight companies operating in the same or similar

sectors to Oxford Instruments and of a broadly similar structure, complexity and size in

terms of market capitalisation.

CEO remuneration, since appointment in October 2023, has fallen toward lower quartile

benchmarks as a result of a lower base salary position. CFO remuneration is competitively

positioned. The following chart shows the relative position of 2025/26 target and maximum

total compensation for the Executive Directors.

Richard Tyson

Chief Executive Officer

Bottom

quartile

Third

quartile

Second

quartile

Top

quartile

FTSE 250,

companies with similar market cap

FTSE 250,

sector peers

Paul Fry

Chief Financial Officer

Bottom

quartile

Third

quartile

Second

quartile

Top

quartile

FTSE 250,

companies with similar market cap

FTSE 250,

sector peers

Positioning of current target total remuneration relative to market benchmarks.

Positioning of current maximum total remuneration relative to market benchmarks.

Note: Sector peers include: Morgan Advanced Materials plc, Avon Technologies plc, Senior plc, Vesuvius plc,

Bodycote plc, Chemring Group plc, Renishaw plc, Rotork plc.

Given the aim of the Policy review is to ensure that our remuneration packages enable us to

attract and retain the very best talent, the CEO base salary should be adjusted to a fair and

appropriately competitive level reflecting Richard’s strong sustained performance in role

since appointment.

In finalising Executive Director salary adjustments, we reviewed the recommendations

regarding base salary increases for employees where the average salary increase across the

UK workforce is expected to be 3.5%. Following shareholder consultation, supportive feedback

and the changes to the Policy, the Committee concluded it is appropriate to adjust the CEO

salary by a further 4.5% beyond the average UK workforce increase (a total increase of 8%).

The CEO salary will therefore increase from £601,778 to £650,000. Following this increase,

target total remuneration will be competitively positioned relative to the sector group but will

remain below mid-market capitalisation benchmarks. The salary of the CFO will be increased

by 3.5% in line with the UK workforce from £471,500 to £488,003.

Annual bonus

The annual bonus maximum opportunity will remain at 150% of salary. Performance will

continue to be assessed against the same measures, with simplified weightings: profit (40%),

cash conversion (20%), adjusted operating profit margin (20%) and strategic objectives

(20%). One-third of any bonus payable will be delivered in shares, which must be held for

threeyears.

Long-Term Incentive Award

The Committee believes there is now a clear opportunity to strengthen the alignment of

our Executive Directors with the delivery of sustained, long-term shareholder value. The 2026

awards under the LTIP will therefore be set at 300% of salary for the CEO and CFO. The award

will comprise two elements: (i) a Core award of 200% of salary, and (ii) a Strategic Stretch

award of an additional 100% of salary, designed to reward truly exceptional performance.

The Core award will retain the same broad mix of performance measures used in the previous

three years, to provide a rounded overall assessment of performance. The measures will

therefore be EPS (30%), ROCE (30%), TSR (25%) and a sustainability-related measure (15%).

EPS performance will be calculated by using fixed foreign exchange rates to calculate the

profit for the currencies of the major trading countries to whom we export. With more than

95% of our sales overseas, the company’s financial performance is unusually impacted by

movements in exchange rates and significant currency volatility can weaken the effectiveness

of the incentive.

The EPS measure will require compound annual growth of between 5% and 11% over three

years and the ROCE measure will be based on a target range of 26% to 30% in 2028/29.

TSR will be measured relative to the companies comprising the FTSE 250 Index excluding

Investment Trusts, financial services and commodities, requiring median performance for

threshold vesting and upper quartile for maximum vesting.

Financial Statements

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Profit 40%

Profit margin 20%

Cash conversion 20%

Strategic objectives 20%

Directors’ Remuneration report continued

Long-Term Incentive Award continued

The sustainability target will require reduction in absolute Scope 1 and 2 market-based

carbon emissions in 2028/29 by 45% (threshold) to 70% (maximum) from the FY24 baseline to

drive achievement of net zero in our own operations by 2030.

The Strategic Stretch award will be based on two equally weighted financial performance

measures, EPS and AOP margin, reflecting their critical role in driving exceptional organic

growth through sustained improvements in profitability and earnings strength. The Committee

considers this focus to be central to the delivery of material and sustained shareholder

value, by strengthening earnings, enabling disciplined reinvestment to accelerate growth,

and increasing the company’s capacity to deliver enhanced returns to shareholders. The

EPS performance range will be extended from the maximum 11% compound annual growth

target under the Core award to 15% over the same three years. AOP margin will be based

on a target range of 18.5% to 20% in FY29, mirroring the requirement for the delivery of

exceptional performance. Both measures under the Strategic Stretch award will be assessed

on a constant currency basis. The EPS stretch target equates to 50%+ growth over the three-

year period. The adjusted operating profit margin target aligns with our mid-term aspiration

at the top end and sustained stretching margin progression at entry. In setting the margin

targets, the Committee was mindful not to set the entry target at a level that may prevent the

investment needed to drive long-term sustainable top-line and bottom-line growth beyond

the three-year performance period.

A majority of consulted shareholders agreed that these measures are critical to both driving

and unlocking sustainable and exceptional long-term shareholder value. The Committee is

mindful of the trust placed in it and, before confirming any vesting outcomes under the Strategic

Stretch award, will undertake a holistic assessment of performance over the period and the

shareholder experience. In particular, the Committee shall consider total shareholder return

(TSR), EPS growth in the context of AOP margin growth, and the sustainability and quality of

earnings. Where the Committee considers that the formulaic level of vesting under the Strategic

Stretch element does not appropriately reflect performance and is not aligned with the long-

term interests of shareholders, it may exercise its discretion to adjust the formulaic outcome.

We believe this change provides an appropriate level of incentivisation for the effort required

to deliver sustained exceptional performance. The Committee expects further opportunities

to deliver exceptional performance over the Policy period and therefore intends to grant LTIP

awards to the Executive Directors in 2027 of up to 300% of salary.

The Committee will determine, ahead of the 2027 awards and thereafter, whether such an

award level remains appropriate and in shareholders' interests.

Annual bonus opportunity: 150% of salary, 75% of salary at target

2026/27 Variable pay

LTIP opportunity: 300% of salary

(Core award: 200%, Strategic Stretch award: 100% of salary)

Notes:

1 Assessed at constant currency.

2 Relative TSR compared to the FTSE 250 excluding Investment Trusts, Financial Services and Commodities.

Earnings per

share growth

(30% of

core award)

Enhanced earnings per share

growth (50% of Strategic

Stretchaward)

AOP margin

(50% of Strategic Stretch award)

Return on

capital

employed

(30% of

core award)

Relative total

shareholder

return

(25% of

core award)

Absolute

reduction in

Scope 1 and CO

emissions from

FY24 baseline

year

(15% of core

award)

Financial Statements

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Directors’ Remuneration report continued

Importance of shareholder feedback

The Committee is committed to ongoing dialogue

with shareholders and institutional advisory bodies on

remuneration matters and it welcomes feedback as it

helps to inform decision making.

The Committee takes an active interest in voting and

feedback on Annual General Meeting resolutions on

remuneration matters and is pleased with the high level

of support received historically for its Annual Reports on

Remuneration and Remuneration Policy renewals.

The Committee has actively engaged with major shareholders

and investor bodies concerning the proposed changes to the

Remuneration Policy, and the implementation of the Policy

in 2026/27 and beyond. We received feedback from a large

proportion of investors and representative bodies, the majority

were supportive of our aims, positively tested our thinking

and improved our plans for Executive Director remuneration.

We are grateful for the constructive engagement on the

proposed Directors’ Remuneration Policy for FY27–29

and its implementation in the years ahead.

Broader employee remuneration considerations

Our people are a key differentiating factor of our competitive

advantage and are fundamental to delivering sustained

shareholder value. The Committee seeks to ensure that

the underlying principles which form the basis for decisions

on Executive Directors’ pay are consistent with those on

which pay decisions for the rest of the workforce are taken.

During the year, the Committee reviewed an update on

workforce remuneration, including the general salary increases,

share schemes and incentives. These updates were taken

into consideration in deciding the pay of Executive Directors

and senior management. The Committee was pleased to see

progress made to enhance the pay for performance culture

and to improve employee share ownership.

Engagement and feedback from a broad cross-section of the

senior leadership team directly informed refinements to both

the short and long-term incentive arrangements, ensuring

continued alignment with wider workforce practices.

Throughout the year, the Committee received regular

updates and insights from the Chief HR Officer, and

Committee members also met independently with a

cross-section of employees as part of the annual Board

engagement cycle. These discussions provided valuable,

candid feedback on the company’s remuneration policies

and how they are experienced across the workforce.

Non-Executive Directors’ (NED) fees

Following a periodic review to ensure that NED fees

appropriately reflect the time commitments of the roles,

and support the attraction and retention of individuals with

the experience and expertise required for a company of our

size, scale and growth opportunity, fees are proposed to be

increased to mid-market competitive levels. This results in

an increase at a rate higher than that awarded to the wider

UKworkforce.

The NED base fee and chair fee are positioned at the lower

quartile, the NED base fee will be increased from £60,608 to

£68,000 and the Senior Independent Director/Committee Chair

fee will be increased from £10,558 to £15,000. The Committee

concluded that the Chair fee will increase in line with the UK

workforce by 3.5% from £217,978 to £225,607.

Committee performance review

During the year, an internal performance review of the

effectiveness of the Committee was conducted as part of

the wider review of the Board and the Board Committees.

More information can be found on page 121. The review

found that the Committee functions effectively.

Conclusion

The Committee has carefully considered the new Policy,

the remuneration outcomes for 2025/26 and the operation

of the new Policy for 2026/27, to ensure strong alignment

between executive remuneration and the experience of

shareholders, employees and our wider stakeholders.

The Committee believes that the CEO salary increase is

proportionate and reflects the sustained performance

delivered since appointment, while supporting the positioning

of typical annual remuneration at a more appropriate

level relative to comparative mid-market benchmarks.

The new Policy further reinforces the focus on long-term

business performance and excellent value creation

through the delivery of the strategy, with executive reward

outcomes clearly aligned to the achievement of exceptional

performance and sustainable shareholder returns.

We hope that you will be supportive of the annual advisory

vote to approve the Annual Report on Remuneration, the

binding vote to approve the new Policy and the vote to

update our LTIP rules, at our AGM on 23 July 2026.

ALISON WOOD

Chair of the Remuneration Committee

8 June 2026

Financial Statements

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Overview Strategic Report Governance

+ + + =

Single

total figure

£1.775m

Single

total figure

£0.915m

2026 Remuneration at a glance

Remuneration structure

Chief Executive Officer

Richard Tyson

36.9%

Fixed pay

63.1%

Variable pay

56.0%

Fixed pay

44.0%

Variable pay

Total remuneration in 2025/26

Variable remuneration outcomes in 2025/26 (CEO and CFO)

Base

salary

Pension &

benefits

Annual

bonus

Long-term

incentives

Total

remuneratIon

Board Tenure Long Term

VariableFixed

Base salary

Pension & benefits

Annual bonus

Long-term incentives

Annual bonus

16.7% 16.7%

15%

16.7%

13.3%

15%

16.7%

15.0%

Maximum

opportunity

Maximum

opportunity

Maximum

opportunity

Outcome as %

of maximum

Outcome as %

of maximum

Outcome as %

of maximum

CEO

42.8%

of maximum

opportunity

CEO 60.2%

CFO 56.9%

of maximum

opportunity

Long-term incentives

Profit before tax EPS

Cash conversion TSR

Adjusted operating profit margin ROCE

Strategic objectives Sustainability

1.1 times salary, 28,484 shares

0.0 times salary, 98 shares

Share ownership

Richard Tyson

(CEO)

Paul Fry

(CFO)

2 times salary

Chief Financial Officer

Paul Fry

16.7% 16.7%

30%

16.7% 16.7%

50% 50%

30%

11.9% 11.9%

CEO CFO

25%

19.3%

8.5%

16.7%

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Oxford Instruments plc

Annual Report 2026

Statement of Implementation of Remuneration policy in 2026/27

Base salary

Richard Tyson (CEO) :

£650.000

8% increase

Paul Fry (CFO):

£488.003

3.5% increase

UK wider workforce increase of 3.5%

Long-term incentive (LTIP)

Richard Tyson (CEO) :

300%

of base salary

Core award: 200% of salary,

Performance measure Weighting Threshold Maximum

EPS at constant currency

(CAGR)

30% 5% 11%

ROCE 30% 26% 30%

TSR (FTSE250 excl. Investment

Trusts, Financial Services &

Commodities)

25% Median Upper

quartile

Scope 1&2 CO

emission

reduction over FY24 baseline

15% 45% 70%

Stretch award: 100% of salary,

Performance measure Weighting Entry

Strategic

Stretch

EPS at constant currency (CAGR) 50% 11.1% 15%

Profit margin at constant currency 50% 18.5% 20%

Paul Fry (CFO):

300%

of base salary

Annual bonus (maximum opportunity)

Richard Tyson (CEO) :

150%

of base salary

Performance measure Weighting

Profit 40%

Profit margin 20%

Cash Conversion 20%

Strategic Objectives 20%

Paul Fry (CFO):

150%

of base salary

Performance measures and link to strategy

Element Outcome Bonus LTIP

Financial KPIs Attractive end markets Profit



Leading businesses Profit margin

 

Operational excellence Return on capital employed



Customer relationships Cash flow conversion



EPS growth



Strategic &

Non-financial

KPIs

Purpose, values and Ways

of Working

Scorecard of strategic measures key to

Group and business performance



High performance culture

Reach net zero Scope 1 & 2 carbon emission reduction



Invest behind growth Relative total shareholder return



Shareholding requirements

Executive Directors should build a minimum shareholding

of 200% of salary, equivalent to the Core LTIP opportunity,

and are required to hold shares equivalent to their full in-

employment shareholding guideline, or actual holding if lower,

for two years post-employment.

Pension Benefits

Richard Tyson (CEO):

of base salary

Benefits package consisting of

healthcare, insurances and car

benefit

Paul Fry (CFO):

of base salary

Benefits package consisting of

healthcare, insurances and car

benefit

• One-third of annual bonus deferred into shares for

three years

• Strategic objectives focus on organic growth and

margin progression

• Specific targets are considered to be commercially

sensitive and will be disclosed retrospectively

• 25% of the Core award vests at threshold. Stretch award

vesting is subject to a holistic performance assessment

and starts at 0% for entry performance

• Two-year post-vesting holding period applies

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Oxford Instruments plc

Annual Report 2026

Directors’ Remuneration policy

This section of the Directors’ Remuneration Report sets out the proposed Remuneration Policy for the company and has been

prepared in accordance with Schedule 8 to the UK Large and Medium-sized Companies and Groups (Accounts and Reports)

Regulations 2008 (as amended), the Companies (Miscellaneous Reporting) Regulations 2018 (the 2018 regulations),

the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019 (the 2019 regulations)

and the disclosure requirements set out in the Listing Rules of the UK Financial Conduct Authority. The policy has been

developed taking into account the principles of the 2024 UK Corporate Governance Code.

This policy is subject to a binding shareholder vote at the 2026 AGM, from when it will take effect, and is intended to apply

untilthe 2029 AGM and covers the financial years 2026/27, 2027/28 and 2028/29. The new Policy is set out in full on pages

149 to 155.

2026/27 Remuneration Policy changes

Element Proposed changes to Policy Rationale

Annual bonus Bonus threshold The bonus payable for achieving the

threshold performance target has been

increased from up to 10% of the maximum

opportunity to up to 20% of the maximum.

To provide the Committee with additional

flexibility in the setting of threshold

performance targets and to ensure an

appropriate level of incentivisation for their

achievement.

Long-Term

Incentive Plan

Opportunity The maximum award opportunity under the

policy will increase from 200% to 300%

of base salary:

• The normal award limit will remain

200% of base salary.

• This limit may be exceeded at the

Committee’s discretion up to 300%

of salary.

To give the Committee greater flexibility

to better align the delivery of a highly

attractive strategy and excellent

shareholder value, providing the opportunity

for exceptional rewards for exceptional

performance.

The Committee intends to grant LTIP

awards to the Executive Directors in

2026 and 2027 of up to 300% of salary.

It is envisaged that further awards above

the 200% normal award limit would

ordinarily be made following shareholder

consultation.

Linked options The ability for LTIP awards to be granted in

conjunction with a tax-advantaged option

(a Linked Option) will be removed.

Policy simplification.

Policy review process

Scope of the review

• Remuneration Policy

• Implementation of the Policy over the next

three years

• Full holistic review

Committee 1-2-1s

• Remuneration principles

• Market and governance developments

• Review of existing Policy

• Considerations to ensure remuneration

remains fit for purpose

• Reviewing different remuneration structures

Draft proposals

• Review collective feedback and preferences

• Agree Policy requirements for the next three years

• Draft Policy changes

• Draft FY27 implementation of Policy

Stakeholder consultation

• Key shareholders

• Key shareholder advisory bodies

• OI leadership group

Finalise proposals

• Review stakeholder feedback

• Refined and improved proposals

• Approval of revised Policy

• Implementation of the Policy in the year ahead

Financial Statements

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Policy overview

The company has a strategy focused on delivering significant shareholder value through

sustained organic growth and margin progression. In support of this, the Committee aims

to reward executives fairly and responsibly, with remuneration reflecting both Group

performance and individual contribution. Ensuring that reward outcomes align with

performance is essential for motivation, retention and the long-term success of the business.

The Committee carefully assesses incentives to ensure they are effective and do not create

unintended consequences, including in relation to governance, environmental or social

issues. More broadly, the Committee ensures that the overall Policy does not encourage

inappropriate risk-taking and continues to promote sustainable value creation.

The Committee undertook a comprehensive review of the Policy during the year to ensure

that it remains aligned with the company’s strategy, supports long-term sustainable value

creation and continues to reflect shareholder expectations and good practice. Furthermore,

the Committee sought to ensure that the Policy provides sufficient flexibility to support

opportunities to deliver exceptional long-term shareholder value.

How the views of shareholders are taken into account

The Committee considered the guidelines issued by bodies representing institutional

shareholders and feedback from shareholders on the Group’s remuneration policies and

practices. It also proactively consulted with our largest shareholders, representing 65% of the

company, and a number of the shareholder adviser bodies, prior to finalising proposed changes

to the current Remuneration Policy. Stakeholders were invited to provide any feedback they

had and were offered the opportunity to discuss the proposals with the Committee Chair.

The Committee was pleased with the high level of engagement. Feedback received was

positive and has been instrumental in shaping the final proposals. The Committee took

account of the views expressed and considered refinements to certain aspects of the Policy in

response to the consultation process. The key themes and outcomes from the consultation

are shown opposite:

Directors’ Remuneration Policy continued

Element Feedback Incorporation of feedback

Annual

bonus

deferral

Stakeholders expressed

mixed views on reducing

bonus deferral once Executive

Directors have achieved their

shareholding guideline.

Taking account of feedback on share ownership,

the Committee concluded:

• not to proceed with the proposal. Bonus

deferral therefore remains unchanged,

preserving ongoing share ownership and

strong shareholder alignment; and

• that the existing 200% of salary guideline

remains appropriate and aligned to the ongoing

typical LTIP award level of 200%. The 2026 LTIP

award at 300% is not intended to set a new

annual level.

ownership

requirement

A limited number of

shareholders noted that market

practice often aligns Executive

Director share ownership

guidelines with the maximum

LTIP opportunity.

Feedback was also received on the implementation of the Policy in 2026/27, helping to test

and refine proposals. The Committee thanks shareholders for their considered feedback

andengagement.

The Committee is committed to shareholder consultation, and the Committee Chair will actively

engage with shareholders on significant changes, giving careful consideration to their views,

including feedback received prior to and during the Annual General Meeting.

How the views of employees are taken into account

The Committee is provided with an overview of workforce remuneration each year and this was

taken into consideration in deciding the pay of Executive Directors and senior management.

Although the Committee does not directly consult with employees on Directors’ remuneration,

the Committee does take into consideration the pay and employment conditions of all

employees when setting the policy for Directors’ remuneration.

In ensuring alignment of workforce pay practices and enabling feedback on Director pay

proposals, a broad cross-section of the senior leadership team directly informed refinements

to both the short and long-term incentive arrangements for the wider workforce for 2026/27.

Salary increases are normally in line with the general increase for the broader UK workforce,

and pension contributions for Executive Directors are aligned to the level available for the

majority of the UK workforce. The Committee is also mindful of any changes to the pay and

benefit conditions for employees more generally when considering the policy for Directors’

pay. When determining incentive outcomes, including whether discretion should be applied,

the Committee also considers workforce pay and broader incentive outcomes.

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2026/27 Remuneration Policy for Directors

The Policy represents an evolution rather than a wholesale change. It strengthens the alignment between Executives and shareholders, enhances the link to long-term performance, and

ensures the company can continue to attract and retain the high-calibre leadership that are needed to deliver our strategic ambitions.

The following table summarises the key aspects of the Remuneration Policy for Executive Directors.

Remuneration Policy

Element, purpose and link to strategy Operation Maximum opportunity

Base salary

• To provide a competitive and appropriate level

of basic fixed pay to recruit and retain executives

of a suitable calibre for the roles and duties

required.

• Set at a level to avoid excessive risk taking that

might otherwise result from an overreliance on

variable remuneration.

• Normally reviewed annually with any increase usually effective 1 July.

• Takes account of experience, performance and responsibilities as well as the

performance of the Company, the complexity of the role within the Group and

salary increases for employees generally.

• Set with regard to market data for comparable positions in similar companies

in terms of size, internationality, business model, structure and complexity,

including within the industry.

• Pay rises typically aligned with or below that of the workforce.

• There is no minimum or maximum annual increase.

• Higher increases than the average percentage for the workforce

may be appropriate; for example, where an individual changes

role or their responsibilities increase, where the complexity of the

Group changes, where an individual is materially below market

comparators or is appointed on a below market salary with the

expectation that his/her salary will increase with experience and

performance.

Benefits

• Provide market-competitive benefits. • Currently include, but are not limited to, the cost of:

• life assurance;

• private medical insurance; and

• company car benefit (car, driver, car allowance, fuel); and/or overnight

hotel accommodation where necessary to enable the executive to carry

out his duties efficiently at the Head Office and other company sites.

• Executive Directors are also eligible to receive long service awards in line

with other employees.

• The benefits provided may be subject to amendment from time to time by

the Committee within this Policy.

• Relocation costs and other incidental expenses may be provided

as necessary and reasonable.

• Benefits are not part of pensionable earnings.

• The value of benefits varies from year to year depending on the

cost to the company and is not subject to a specific cap.

• Benefit costs are monitored and controlled and represent a

small element of total remuneration costs.

Directors’ Remuneration Policy continued

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Directors’ Remuneration Policy continued

Remuneration Policy continued

Element, purpose and link to strategy Operation Maximum opportunity

Pension

• Provide market-competitive benefits. • Company contributions to a money purchase pension scheme and/or salary

supplement.

• Pension contributions (or salary supplement in lieu) are aligned

to the maximum employer contribution applying to the majority

of the UK workforce, currently 6% of salary.

Annual bonus

• To encourage and reward the successful

delivery of the Group’s short-term objectives.

• Targets set at the start of the year with

performance normally assessed over a one-year

period.

• Performance targets based on the key performance indicators and strategic

objectives of the business.

• At least 70% of the bonus is based on financial metrics and the balance on

non-financial/strategic metrics.

• One-third of any bonus earned will be paid in shares, which are beneficially

owned and which must be held by the Executive Director for at least three

years.

• The Committee may use discretion to override the result of any formula-

driven bonus payment.

• Clawback and malus provisions apply for misstatement, error, misconduct,

corporate failure or reputational damage, or in other circumstances at the

discretion of the Committee.

• Up to 30% of salary at year end payable for achieving threshold

performance.

• 75% of salary at year end payable at target performance.

• 150% of salary at year end payable for maximum performance.

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Directors’ Remuneration Policy continued

Element, purpose and link to strategy Operation Maximum opportunity

Long-Term Incentive Plan (LTIP)

• To encourage and reward the successful

delivery of the Group’s long-term strategic

objectives.

• To align the Directors’ interests with those of

shareholders.

• Facilitates share ownership to provide further

alignment with shareholders and to assist

with retention.

• Annual awards of performance shares with vesting subject to achievement

of performance targets. Both the vesting and performance period will

normally be over a three-year period.

• Awards structured as options may have a zero exercise price or an exercise

price equivalent to the par value of an ordinary share.

• The Committee will set targets each year linked to the long-term business

strategy and may be based on financial performance, a stock market-

based metric and non-financial performance.

• Vested awards must be held for a further two years before sale of the

shares (other than to pay tax).

• The Committee may use discretion to override the result of any formula-

driven payment.

• Clawback and malus may be applied for misstatement, error, misconduct,

corporate failure or reputational damage, or in other circumstances at the

discretion of the Committee.

• The normal award limit is 200% of salary. This limit may be

exceeded at the Committee’s discretion up to a limit of 300%

of salary.

• Up to 25% of the awards will vest at threshold performance

under each performance condition.

• In a recruitment situation the limit may be exceeded to facilitate

a buy-out award (see further details in the ‘Recruitment and

promotion policy for Executive Directors’ section on page 154).

• Dividend equivalents may accrue on the LTIP awards over the

vesting and holding period and would normally be paid out as

shares in respect of the number of shares that have vested.

All-employee share schemes

• To encourage share ownership and align the

interests of employees with shareholders.

• The company may from time to time operate tax-approved share schemes

(such as the HMRC approved Share Incentive Plan (SIP)) for which Executive

Directors could be eligible.

• The SIP is open to all UK permanent staff.

• The schemes are subject to the limits set by tax authorities.

Remuneration Policy continued

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Directors’ Remuneration Policy continued

Element, purpose and link to strategy Operation Maximum opportunity

Share ownership guideline

• To increase the alignment of interests between

Executive Directors and shareholders.

• The Committee has established shareholding guidelines which encourage

the Executive Directors to build and retain a holding of company shares

equivalent to 200% of base salary (the normal LTIP award limit).

• Until the guideline is met, Executive Directors are expected to retain or

acquire shares equivalent to the value of 50% of the net amount realised

from exercise/vesting of share awards as appropriate after allowing for tax

payable.

• Post cessation of employment there will be a requirement to retain the

lower of the level of shareholding at that time, or 200% of base salary,

for two years (unless by genuine exception, eg, serious ill health). At the

Committee’s discretion, shares which have been purchased voluntarily

maybe excluded, so as not to discourage further self-purchases.

• Not applicable.

Non-Executive Director (NED) fees

• To provide a competitive and appropriate level

of remuneration to attract and retain a high-

calibre Chair and NEDs.

• Fees may be in the form of cash and/or shares.

• The Committee (excluding the Chair) is responsible for evaluating and

determining the fees payable to the Chair.

• The Chair and CEO are responsible for evaluating and making

recommendations to the Board on fees payable to the NEDs within an

aggregate limit approved from time to time by shareholders.

• The Chair is currently paid a single inclusive fee for the role.

• The policy is to pay NEDs a basic fee for membership of the Board and

additional fees to the Senior Independent Director and Committee Chairs

to recognise the additional responsibilities and time commitment of these

roles. Additional fees may be paid to reflect additional Board or Committee

responsibilities or time commitments as appropriate.

• Fees are determined, and typically reviewed annually, taking into account

time commitment, experience, knowledge and responsibilities of the role as

well as market data for comparable roles in other companies of a similar

size and/or business to Oxford Instruments.

• NEDs based outside the UK may receive additional fees, taking into account

additional travel and time commitment associated with their role.

• Out of pocket expenses including travel may be reimbursed by the company

in accordance with the company’s expenses policy including tax thereon

grossed up as appropriate.

• There is no prescribed maximum or maximum annual increase.

Remuneration Policy continued

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Malus and clawback

The payment of any bonus is at the ultimate discretion of the Remuneration Committee, which

also retains an absolute discretion to reclaim or withhold some, or all, of any annual bonus

paid in exceptional circumstances, such as misstatement of results, an error in the calculation

of the performance targets and/or award size, misconduct of the participant, reputational

damage, failure of risk management or corporate failure. The period over which these

recovery provisions can be applied is three years from the award date.

The Committee has similar power in respect of the LTIP and may exercise discretion to reclaim

or withhold some, or all, of a vested LTIP award in exceptional circumstances. The period over

which these recovery provisions can be applied is three years from the vesting date. In each

instance, the Remuneration Committee has assessed that the periods are suitable for the

company as they are considered to be sufficiently long for the audit procedures to identify any

circumstances that would give rise to the operation of malus or clawback.

Discretion

The Committee may adjust the formula-driven outturn for an annual bonus or LTIP performance

condition if it considers the quantum to be inappropriate in light of wider company performance

or overall shareholder experience. Any such use of discretion would be detailed in the Annual

Report on Remuneration and in the Annual Statement of the Committee Chair.

The Committee operates the Group’s incentive plans according to their respective rules and in

accordance with HMRC rules, where relevant. To ensure the efficient administration of these

plans, it may apply certain operational discretions, including:

• selecting the participants in the plans;

• determining the timing of grants and/or payments;

• determining the quantum of grants and/or payments;

• determining the extent of vesting based on the assessment of performance;

• determining ‘good leaver’ status and, where relevant, the extent of vesting in the case of the

share-based plans;

• where relevant, determining the extent of vesting in the case of share-based plans in the

event of a change of control;

• making the appropriate adjustments required in certain circumstances (eg, rights issues,

corporate restructuring events, variation of capital and special dividends); and

• the annual review of weighting of performance measures and setting targets for the annual

bonus plan and discretionary share plans from year to year.

The Committee may adjust the targets and/or set different measures and alter weightings for

existing annual bonus plans and share-based awards only if an event occurs which causes

the Committee to reasonably consider that the performance conditions would not without

alteration achieve their original purpose and the varied conditions are no less difficult to satisfy

than the original conditions. Any changes, and the rationale for those changes, will be set out

clearly in the Annual Report on Remuneration in respect of the year in which they are made.

Legacy arrangements

In approving this Policy, authority is given to the company to honour any commitments

entered into with current or former Directors (such as the vesting or exercise of past share

awards) that have been disclosed to and approved by shareholders in previous remuneration

reports. Details of any payments to former Directors will be set out in the Annual Report on

Remuneration as they arise.

Differences in remuneration policy for Executive Directors compared to

other employees

We use the same principles (as set out in this report) to determine pay for our Executive

Directors and everyone else who works at Oxford Instruments. Arrangements are designed to

be competitive, aligned with local market practice and enable all employees to share in the

success they help to create through incentives.

The Committee considers the general basic salary increase for the broader employee

population when determining the annual salary review for the Executive Directors and the

pension is aligned with that offered to the majority of the workforce in the UK.

Overall, the remuneration policy for the Executive Directors is more heavily weighted towards

variable pay than for other employees. This ensures that there is a clear link between value

created for shareholders and remuneration received by Executive Directors.

Remuneration arrangements and performance targets cascade down the organisation to

ensure alignment with the company strategy. The structure of senior management bonuses

and LTIPs broadly reflect those of the Executive Directors, with some measures being

Group-wide and others specific to their remit. Outside senior management, a variety of

complementary bonus plans are operated linked to the performance of their business and/or

their contribution.

In order to support retention within key roles or critical knowledge and skills that are important

to the company, employees may be granted share-based incentives.

Directors’ Remuneration Policy continued

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Approach to recruitment and promotions

In setting total remuneration levels and in considering quantum for each element of the

package for a new Executive Director, the Committee takes into account the skills and

experience of the individual, the market rate for a candidate of that experience and the

importance of securing the relevant individual.

The company seeks to align the remuneration package with the Policy approved by

shareholders. Salary is provided at such a level as required to secure the most appropriate

candidate. For new appointments, base salary and total remuneration may be set initially

at below normal market rates on the basis that it may be increased once expertise and

performance has been proven and sustained.

Specific variable remuneration performance targets can be introduced for an individual where

necessary for the first year of appointment if it is appropriate to do so to reflect the individual’s

responsibilities and the point in the year in which they joined the Board.

Flexibility is retained to offer additional cash and/or share-based payments on appointment

in respect of deferred remuneration or benefit arrangements forfeited on leaving a previous

employer (ie, a buy-out award). The Committee would look to replicate the arrangements

being forfeited as closely as possible and, in doing so, will take account of relevant factors

including the nature of the remuneration forfeited, performance conditions, attributed

expected value and the time over which they would have vested or been paid. Such awards

may be made under the terms of the LTIP (which, when combined with a normal annual LTIP

award, may exceed the ‘normal’ 200% of salary award level or the maximum 300% of salary

limit per annum) or as permitted under the Listing Rules.

For an internal appointment, any variable pay element awarded in respect of the prior role

may be allowed to continue to pay out according to its terms, adjusted as relevant to take into

account the appointment. In addition, any other ongoing remuneration obligations existing

prior to appointment may continue.

For external and internal appointments, the Committee may agree that the company will

meet certain relocation, legal and any other incidental expenses as appropriate.

Service contracts and policy on payments for loss of office

Details of contractual terms and the policy on cessation of employment are summarised in

the table below. Payments to departing Directors can only be made in line with the Policy:

Contractual provision Detailed terms

Notice period 12 months by the company or by the Director.

Termination payment A Director’s service contract may be terminated without notice

and without any further payment or compensation, except for

sums accrued up to the date of termination, in the event of

gross misconduct.

For termination in other circumstances, the company has a

right to pay salary in lieu of the notice period (or part thereof)

if it so determines.

In addition, any statutory entitlements in connection with the

termination would be paid as necessary, and, at the

Committee’s discretion if deemed necessary and appropriate,

outplacement, legal fees and settlement of claims or potential

compensation claims.

Remuneration entitlements Pro rata bonus may also become payable for the period of active

service based on the satisfaction of performance conditions

and usually payable at the normal time, along with vesting for

outstanding share awards or deferred bonus shares (in certain

circumstances – see below).

Change of control No Executive Director’s contract contains additional provisions in

respect of a change of control. Any applicable share plan rules

address the treatment of unpaid and unvested awards.

Any share-based entitlements granted to an Executive Director under the company’s share

plans will be determined based on the relevant plan rules. The default treatment for existing

awards is that any unvested awards lapse on cessation of employment. However, in certain

prescribed circumstances, such as death, injury, ill health, disability, retirement or other

circumstances at the discretion of the Committee, ‘good leaver’ status may be applied. Under

the LTIP, awards to good leavers will vest on the normal vesting date, subject to the satisfaction

of the relevant performance conditions at that time and will normally be scaled back to

reflect the proportion of the original vesting period or performance period actually served.

Directors’ Remuneration Policy continued

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Service contracts and policy on payments for loss of office continued

In the event of a good leaver there would be no early release from a post-vest holding period

(again, unless by genuine exception, for example, serious ill health). The Committee has

discretion in exceptional circumstances to disapply time pro rating, to measure performance

to, and vest awards at, the date of cessation. Vesting at cessation would be the default position

where a participant dies. Deferred bonus shares are beneficially owned by the executive from

the time of the bonus payment, so are not at risk of forfeiture (other than in relation to clawback).

Non-Executive Directors

For the appointment of a new Chair or Non-Executive Director, the fee arrangements would be

in accordance with the Policy.

The Chair and Non-Executive Directors do not have service contracts; they serve under letters

of appointment and in line with governance best practice, the company proposes all Directors

for annual re-election by shareholders at the AGM. The term of appointment for the Chair and

Non-Executive Directors is three years. The Chair is subject to termination on six months’ notice

and Non-Executive Director appointment letters provide for termination without notice and with

no compensation payable on termination. In the event of the termination of their position, they

are entitled to reimbursement of any outstanding fees and expenses due.

Remuneration scenarios for Executive Directors

The Group’s normal policy results in a significant portion of remuneration received by

Executive Directors being dependent on performance. The chart opposite shows how 2026/27

remuneration outcomes for Executive Directors would vary under different performance

scenarios – Minimum, Target, Maximum, and Maximum plus 50% share price growth.

Assumptions

• Fixed pay comprises salary levels as at 1 July 2026, pension of 6% of salary and the value

of benefits received in 2025/26 for the CEO and CFO.

• The on-target level of bonus is 75% of salary.

• The on-target level of vesting under the LTIP is taken to be 50% of the face value of the

Core award at grant.

• The maximum level of bonus is 150% of salary, the typical LTIP award level is 200% of salary

for the CEO and the CFO and the maximum LTIP award level is 300% of salary.

• To show the impact of potential share price growth on the value of an Executive Director’s

package, the impact of share price growth of 50% on the LTIP is used.

Directors’ Remuneration Policy continued

£4,500k

£5,000k

£3,000k

£3,500k

£4,000k

£2,500k

Below

target

Target

CEO

Maximum

Fixed Pay Annual

Bonus

LTIP LTIP with 50%

Share price growth

CEO CFO

£1,500k

£2,000k

£500k

£0k

£1,000k

Below

target

Target

CFO

Maximum

100% 39%

20%

26%

27%

53%

35%

100% 39% 20%

26%

27%

53%

35%

£3,463k

£2,731k

£3,640k

£4,615k

£1,852k

£715k

£1,389k

£535k

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This part of the Directors’ Remuneration Report has been prepared in accordance with Part 3

and Part 8 of The Large and Medium-sized Companies and Groups (Accounts and Reports)

Regulations (as amended), the Companies Act 2006 and UK Listing Rule 6.6.6R, and explains

how Oxford Instruments' current Remuneration Policy has been implemented during the year.

The Annual Statement and Annual Report on Remuneration will be put to a single advisory

vote at the AGM on 23 July 2026.

Role of the Remuneration Committee

The principal role of the Remuneration Committee is to establish the policy for remuneration of

the Executive Directors, the Executive Leadership Team and the Chair, which is aligned with the

long-term success of the company and its shareholders. It also oversees the principles and

structure of remuneration arrangements for all employees across the Group.

The Chair and the Executive Directors are responsible for determining the remuneration of

the Non-Executive Directors, and the Remuneration Committee, in the absence of the Chair, is

responsible for determining the remuneration of the Chair.

Membership of the Remuneration Committee

The Committee comprises a majority of independent Non-Executive Directors. Alison Wood

has held the role of Chair of the Committee since 26 January 2021 and has significant prior

remuneration committee experience, in particular, chairing remuneration committees at other

listed companies, and is sufficiently experienced to undertake this role in line with Provision 32

of the UK Corporate Governance Code 2024.

The Committee members have no personal financial interest, other than as shareholders,

in matters to be decided, no potential conflicts of interests arising from cross-directorships

and no day-to-day involvement in running the business. The Non-Executive Directors are

not eligible for pensions and do not participate in the Group’s bonus or share schemes. The

Committee’s terms of reference can be found on the Group website.

The Remuneration Committee holds a minimum of two meetings annually, as required

under its terms of reference, and this year held six meetings. Standing attendees at meetings

may include the Chief Executive Officer, Chief Financial Officer and Chief HR Officer. Other

members of senior management may also attend as required. The Company Secretary is the

secretary to the Committee. No Director or the Company Secretary or the Chief HR Officer took

part in discussions relating to their own remuneration and/or benefits. The Committee also

has an independent remuneration consultant to provide advice on all aspects of executive

remuneration as required by the Committee.

Priorities and activities of the Remuneration Committee during 2025/26

Reviewed the appropriateness of the current Remuneration Policy

• As described in the Committee Chair annual statement and the proposed enhancements to

the Remuneration Policy, the Committee carefully evaluated the design of the remuneration

package and its ability to support the delivery of long-term shareholder value creation.

The Committee evaluated the alignment of all remuneration elements with the long-term

experience of shareholders, the company's strategy, culture and pay principles.

• As part of the review, the Committee considered corporate governance developments,

guidance from institutional investors, external remuneration trends and external

benchmarking, to ensure our remuneration structures reflect good practice and our pay for

performance principles.

Reviewed the application of the current Remuneration Policy in relation to

remuneration arrangements for 2025/26, to ensure a package that is proportionate

and aligned with shareholder interests

• Reviewed all elements of the current Remuneration Policy, in order to ensure that all

elements remain fit for purpose and align with good governance, the shareholder

experience and our pay for performance principles.

Determine pay outcomes that are performance driven and reflective of the

shareholder experience

• Determined the bonus performance outcomes against 2024/25 targets and approved

bonus payments.

• Determined the LTIP vesting outcome against the 2022 performance targets and approved

vesting.

• Reviewed incentive plan outcomes for the application of malus and/or clawback.

• Reviewed incentive plan outcomes and evaluated whether it was appropriate for discretion

to be applied.

Set pay at a competitive level against the external market and ensured remuneration

remained affordable and fair in the context of pay for all employees

• Considered corporate governance developments, guidance from institutional investors and

external remuneration trends, to ensure our remuneration structures reflect good practice

and our pay for performance principles.

• Reviewed the pay arrangements for employees across the Group and considered how

these relate to those for our senior leaders.

Annual Report on Remuneration

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Set pay at a competitive level against the external

market and ensured remuneration remained

affordable and fair in the context of pay for all

employees continued

• Set basic salary increases for the Executive Directors in

linewith the approach for setting workforce pay.

• Reviewed the fee payable to the Chair.

Ensure pay is motivating, simple, transparent and

aligned to shareholder interests

• Reviewed and considered shareholder feedback on the

implementation of the Policy in 2026/27.

• Reviewed the terms of the annual bonus, selected the

performance measures and set the performance targets

for the Executive Directors’ and other members of senior

management’s bonus schemes for 2026/27.

• Approved the Executive Directors’ personal strategic

objectives for the 2026/27 bonus.

• Reviewed the terms of the LTIP plans and the award

levels for Executive Directors and other members of senior

management. Reviewed the performance measures and

performance targets.

Maintain transparency and clarity in everything we do

• Engaged shareholders on the proposals for the future

Remuneration Policy with a clear articulation of the link

to shareholder value. Providing all shareholders with

a summary of those discussions and any revisions to

finalproposals.

• Approved the 2025/26 Directors’ Remuneration Report

and recommended that shareholders vote in favour of

this report, the new Policy and the new LTIP rules at the

company’s 2026 Annual General Meeting.

Annual Report on Remuneration continued

Single figure of remuneration for 2025/26 and 2024/25 (audited)

The remuneration paid to the Directors during the year under review and the previous year is summarised in the following tables:

Executive Directors (audited)

Executive

Directors

Salary

£’000

Benefits

£’000

Annual

Bonus

£’000

Long-term

incentive

Awards

£’000

Pension

£’000

Other

£’000

Total fixed

£’000

Total

variable

£’000

Total

£’000

Richard

Tyson

2025/26 598 26 544 576 31 – 655 1,120 1,775

2024/25 583 26 828 – 31 – 640 828 1,468

Paul Fry

2025/26 469 17 402 – 26 – 512 403 915

2024/25 – – – – – – – – –

1 No operation of malus or clawback operated in the year for these or previous directors.

2 Benefits comprise car allowance and/or benefit in kind of a company car, private medical insurance, other insurance benefits, overnight hotel accommodation

where necessary to carry out duties at the Head Office of the company.

3 Annual bonus represents the gross annual bonus for the year to March 2026 and would usually be paid in the July 2026 payroll. Of the total bonus amounts

payable, £181,167 and £134,089, equal to one-third, will be paid in shares for Richard Tyson and Paul Fry, respectively, which must be held for three years.

4 Long-term incentive awards are those awards where the vesting is determined by performance periods ending in the year under review and therefore reports

the value of the LTIP award granted on 14 November 2023. Awards will vest in July 2026 and, as such, the value has been determined using an indicative

share price of £24.6508 (being the average closing price over the three months to 31 March 2026). This award will be restated in next year’s report. The share

price used on grant of the 2023 LTIP award was £21.50, therefore the value of the LTIP award that has been attributable to share price growth is £71,520 for

Richard Tyson. Dividend equivalents have been added to arrive at the total figure included in the table above.

5 Comprises contribution to a money purchase pension scheme and/or payments in lieu of pension contribution.

6 The company operates a Share Incentive Plan (SIP) which is open to all UK permanent staff employed for at least six months. For Richard Tyson and Paul Fry,

‘Other’ is the value of matching SIP shares attributable to the year, the company offers a 1:5 match for partnership shares purchased by employees and this

amounted to £369 and £347 each of matching shares for Richard Tyson and Paul Fry, respectively.

7 Paul Fry was appointed Chief Financial Officer on 1 April 2025.

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Chair and Non-Executive Directors (audited)

Non-Executive Director

Fees

£’000

Benefits

£’000

Total

£’000

Neil Carson 2025/26 217 – 217

2024/25 211 – 211

Alison Wood 2025/26 81 – 81

2024/25 79 – 79

Sir Nigel Sheinwald 2025/26 71 – 71

2024/25 69 – 69

Hannah Nichols 2025/26 71 – 71

2024/25 66 – 66

Rowena Innocent

2025/26 60 – 60

2024/25 7 – 7

1 Rowena Innocent was appointed as a Non-Executive Director effective 17 February 2025.

Annual Report on Remuneration continued

Executive Director pension arrangements (audited)

Executive Directors are entitled to receive a contribution to

a money purchase pension scheme and/or cash payments

in lieu of pension contribution for a fixed value of 6% of base

salary, which is the maximum percentage amount payable

to the majority of the UK workforce. Cash payments in lieu of

pension contribution are taxed as income and, in line with the

policy for all UK employees, this cash payment is reduced to

cover employer’s national insurance costs.

Payments to past Directors and for loss of office

(audited)

As explained in the 2025 Annual Report, Gavin Hill was

treated as a good leaver when he stepped down from the

Board and his role as CFO on 31 March 2025, and remained

actively employed until 10 June 2025 to ensure a smooth

transition. The remuneration approach, which is in line with

the Policy, is as follows:

Salary, pension and benefits – Gavin continued to receive

his contractual salary of £412,000 per annum, pension and

benefits until the end of his notice period on 7 January 2026

(£347k in aggregate).

Annual bonus – Gavin remained eligible to participate in

the 2025/26 annual bonus plan, pro-rated for the period

of his active service, ie, up to 10 June 2025, payable at the

usual time in cash and deferred shares, and wholly subject

to financial performance measures. The outturn, in line with

the achievement of the financial measures disclosed in this

report, of 52.3% of the maximum, equates to an award of

£68,310 for the period 1 April 2025 to 10 June 2025.

Long-Term Incentive Plan - Gavin retained his unvested

Performance Share Plan and Long-Term Incentive Plan

awards which will vest at their normal vesting dates, subject

to performance testing and time pro-rata reduction to the

end of his notice period ie, 7 January 2026. The two-year

post-vesting holding periods will continue to apply. The final

vested value of the LTIP award granted on 20 June 2022

was £203,418. The LTIP award granted on 25 September

2023 will vest at 42.8% of the maximum, which will result in

14,939 shares vesting, including 419 dividend shares, in July

2026; the value of these shares is £368,254 based on the

average share price over the three months to 31 March 2026,

£24.6508.

Share Incentive Plan – Gavin participated in the SIP

and received matching shares on the same basis as all

participants. The value of the matching shares amounted

to £269.

Share ownership guidelines – Gavin is subject to a post-

employment shareholding requirement which requires

him to retain a shareholding on cessation of employment,

equivalent to 200% of base salary, for two years

commencing from the end of his notice period ie,

7 January 2026.

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Overview Strategic Report Governance

Annual Report on Remuneration continued

Details of annual bonus earned in year (audited)

As in previous years, the Committee set stretching performance targets for the annual bonus which are clearly linked to the strategy and financial performance

of the Group. Executive Director on-target bonus opportunity was 75% of salary and the maximum opportunity was 150% of salary. The targets set and the

achievement against them are set out in the table below.

Targets

Measure (% of salary maximum) Threshold Target Maximum Actual Performance Payout % of salary

Adjusted profit before tax

(75%) £78.2m £82.3m £86.4m £79.6m 17.8%

Adjusted organic operating profit margin

(25%) 17.1% 17.5% 17.8% 18.1% 25.0%

Cash conversion (25%) 80.0% 85.0% 90.0% 89% 22.5%

Strategic objectives (25%) See below CEO: 25.0%

CFO: 20.0%

Total CEO: 90.3%

CFO: 85.3%

1 10% of the element is payable for achieving threshold performance and 50% is payable for achieving target performance.

2 Calculated on a constant currency basis.

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Annual Report on Remuneration continued

Details of annual bonus earned in year (audited) continued

The non-financial strategic objectives were set at the start of the year. The CEO and CFO were set the same two main strategic objectives and the CFO was set one additional objective.

Details of the objectives and an assessment as to their achievement are set out below:

Strategic objectives Objective detail and rationale

Weighting

CEO

Weighting

CFO

Outcome as % of salary

CEO

Outcome as % of salary

CFO

Progress evolution of the portfolio in line

with agreed Group strategy

NanoScience divestment completed in January 2026 to improve quality of the Group.

Final net proceeds of £42.4m. Facilitated second £50m share buyback.

Portfolio strategy reviewed during the year with various options explored. Pipeline

of M&A opportunities refreshed and reviewed alongside wider transformation

opportunities, no options deemed appropriate.

Capital deployment plans updated, alongside second share buyback and increased

investment into R&D.

12.5% 6.25%

Progress operational excellence

transformation programme

NanoScience programme fully delivered in early FY26 with identification

of further margin improvement possibilities, key to supporting divestment.

Andor programme well advanced and expanded into product strategy. Significant

improvements in efficiency and productivity key to improvements in operating margin.

Further transformation activities scheduled.

Plasma programme advancing and delivering improvements. Further opportunities

identified potential to create clean room capacity for new business samples and

restructure standards for simpler supply chain and assembly processes.

Materials & Analysis plans under way to improve Engineering NPI processes and to

improve manufacturing flexibility between sites.

Continued improvement in forecast delivery across the Group.

12.5% 6.25%

Establish the future ERP strategy Strategic review complete with approach agreed by the Board.

Investment and implementation plans under way. Project progressed

to full scoping during FY27.

7.5%

Total outcome 25% 20%

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Annual Report on Remuneration continued

Details of annual bonus earned in year (audited) continued

The actual bonuses payable for the Executive Directors for the year ended 31 March 2026 are set out below.

Executive Director

Actual bonus payable

(% of salary)

Actual bonus payable

(% of maximum)

Actual bonus payable

for 2025/26

Richard Tyson 90.3% 60.2% £543,501

Paul Fry 85.3% 56.9% £402,265

1 Bonus is calculated on salary as at 31 March 2026. Of the amounts disclosed, £181,167 and £134,089 will be paid in shares to Richard Tyson and Paul Fry

respectively, which must be held for three years.

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Annual Report on Remuneration continued

Long-term incentive plans (audited)

The performance targets, performance against them and the resulting value in respect of the long-term incentive awards where vesting is determined by a performance period ending in

2025/26 are as follows:

LTIP awards vesting based on performance to 31 March 2026 (audited)

The LTIP awards granted in 2023 had a three-year performance period, which ran from 1 April 2023 to 31 March 2026, were subject to the following performance targets:

Measure Weighting Performance period

Threshold target

(25% vesting)

Maximum target

(100% vesting) Performance outcome

Vesting outcome

(% of weighting)

EPS growth over the 2022/23 baseline

30% 01/04/2023 – 31/03/2026 4% 10% 4.3%

Performance between

threshold and maximum

8.5%

ROCE in the final year of the three-year performance

period

2 3

30% 01/04/2023 – 31/03/2026 30% 34% 32.1%

Performance between

threshold and maximum

19.3%

TSR relative to the FTSE 250 excl. Investment Trusts 25% 01/04/2023 – 31/03/2026 Median rank Upper quartile rank 44th percentile

Performance below threshold

Absolute reduction in Scope 1 & 2 CO

emissions

(market-based) from 2022/23 (2019 baseline)

7.5% 01/04/2023 – 31/03/2026 2% reduction 9% reduction 34.7% reduction

Performance at maximum

7.5%

Improved female representation in senior leadership

positions

7.5% 01/04/2023 – 31/03/2026 35% 40% 41.5% representation

Performance at maximum

7.5%

1 For performance between threshold and maximum, awards vest on a pro-rata basis.

2 EPS is defined on a constant currency basis.

3 ROCE is summarised as adjusted operating profit less amortisation of acquired intangibles divided by the average of capital employed in the current and the prior annual reporting periods. Acquisitions during the performance period are

excluded.

The award will vest at 42.8% of the maximum. The Committee believes that, in line with its pay-for-performance principles, the vesting appropriately reflects performance over the three-year

performance period and the shareholder experience.

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Annual Report on Remuneration continued

2023 LTIP award

Date award

granted

Total number of shares

granted

Percentage of

award vesting

Number of

shares vesting

Value

shares vesting

Number of shares

awarded as dividend

equivalent

Value

of shares vesting

including dividend equivalent

Richard Tyson 14 November 2023 53,023 42.8% 22,699 559,548 654 575,670

1 As the awards vest after the date of this report, value has been calculated using the average mid market closing price of the company’s shares over the three-month period ending 31 March 2026, £24.6508. This will be restated for the actual

value on vesting in next year’s report.

2 Dividend equivalents have been calculated based on dividends paid up until the date of this report. If dividends are payable between the date of this report and the vesting date, additional dividend equivalents will be awarded and the value

will be updated in next year’s report.

Share awards granted during the financial year (audited)

LTIP awards (audited)

Awards made under the LTIP during the financial year ended 31 March 2026 are set out below.

Director

Date award

granted

Total number

of shares granted

Percentage

of salary

Face value of award

at grant date

Share price

at date of grant

Vesting date

Richard Tyson 19 June 2025 68,151 200% £1,203,556 £17.66 31 July 2028

Paul Fry 19 June 2025 53,397 200% £943,000 £17.66 31 July 2028

1 The share price used to determine the number of shares under award was the average share price over the three trading days prior to grant.

The awards are nominally priced options of £0.05 and are subject to the following performance conditions:

Performance measure Weighting Performance targets

Earnings Per Share (EPS) 30% 3% pa (25% vesting) to 10% pa (100% vesting) CAGR over three financial years measured from the FY25 year-end EPS.

Return on Capital Employed (ROCE) 30% 26% in the final year of the performance period (FY28) (25% vesting) to 30% (100% vesting).

Relative Total Shareholder Return (TSR) 25% Median (25% vesting) to Upper quartile (100% vesting) over three financial years commencing with FY2026 relative to the companies

comprising the FTSE 250 Index (minus Investment Trusts) at the start of the performance period.

Sustainability – absolute reduction in Scope 1 & 2 CO

emissions (market-based) over the 2023/24 baseline

15% 45% reduction in the final year of the performance period (FY28) (25% vesting) to 65% reduction (100% vesting).

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Summary of outstanding share awards held by Executive Directors (audited)

As at 31 March 2026, the outstanding options for Richard Tyson and Paul Fry under the LTIP

were as follows:

Scheme 1 Apr 2025

Granted

in the year

Lapsed in

the year

Exercised in

the year

Dividend

equivalents

Awards held at

31 March 2026

Exercise

price

Share price on

date of grant

Date

of grant

Earliest

exercise

Latest

exercise

Richard Tyson

LTIP 13,521 – – 13,521 – – £0.05 £20.55 14/11/2023 16/03/2024 15/03/2031

LTIP

53,023 – – – – 53,023 £0.05 £20.55 14/11/2023 31/07/2026 13/11/2033

LTIP 48,222 – – – – 48,222 £0.05 £24.35 22/07/2024 31/07/2027 21/07/2034

LTIP – 68,151 – – – 68,151 £0.05 £17.56 19/06/2025 31/07/2027 18/06/2035

Total 114,766 68,151 – 13,521 – 169,396

Paul Fry

LTIP – 53,397 – – – 53,397 £0.05 £17. 56 19/06/2025 31/07/2027 18/06/2035

Total – 53,397 – – – 53,397

1 Dividend equivalents are awarded on vesting of LTIP awards, for the period to vesting, in respect of the actual number of shares vesting.

2 The performance conditions relating to this award have been tested and the award will vest at 42.8%.

Annual Report on Remuneration continued

Financial Statements

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Shareholding requirements (audited)

Executive Directors are required to build and retain a shareholding in the company equivalent in value to 200% of basic salary. Until the requirement is met, the Executive Directors are

expected to retain or purchase shares equivalent to the value of 50% of the net amount realised on exercise of long-term incentive awards after allowing for tax payable. The value of vested

but unexercised LTIP awards may count towards the shareholding level, calculated at the net of tax value.

Directors’ shareholdings as at 31 March 2026 (or date of resignation if relevant) are shown in the table below.

Beneficially

owned shares

Share option awards

vested but unexercised

Percentage of salary

shareholding achieved

Guideline met as at

31 March 2026

Share option awards

unvested and subject

to performance

Richard Tyson 28,484 – 114% No 169,396

Paul Fry

98 – 0% No 53,397

Neil Carson 24,000 – N/A N/A –

Alison Wood – – N/A N/A –

Nigel Sheinwald – – N/A N/A –

Hannah Nichols – – N/A N/A –

Rowena Innocent

– – N/A N/A –

1 Includes shares held by connected persons, SIP partnership shares, SIP matching shares released from the three-year trust period and vested LTIP awards and their dividend equivalents.

2 The notional tax rate used to determine the net value of the vested share awards is 47%. Shares valued using the market price of the shares on 31 March 2026: £24.00.

3 Award granted in 2023 will vest at 42.8% in July 2026. Awards granted in 2024 and 2025 remain subject to performance conditions.

4 Paul Fry was appointed Chief Financial Officer on 1 April 2025.

5 Rowena Innocent was appointed as a Non-Executive Director effective 17 February 2025.

There has been no change in the directors’ interests in the ordinary share capital of the company between 31 March 2026 and the date of this report.

Annual Report on Remuneration continued

Financial Statements

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Overview Strategic Report Governance

Performance graph and CEO’s remuneration

The graph below shows for the ten years ended 31 March 2026 the total shareholder return (TSR) on a holding of the company’s ordinary shares compared with the TSR of an equivalent value

invested in the FTSE 250 and FTSE 350 Electronic and Electrical Equipment indices. These indices have been chosen as they are considered to be the most appropriate comparator groups for

the company.

The total remuneration of the CEO over the last ten years is shown in the table below. The annual bonus payout and LTI vesting level as a percentage of the maximum opportunity are also shown.

2017

2024

Year ending 31 March

Jonathan

Flint

Ian

Barkshire 2018 2019 2020 2021 2022 2023

Ian

Barkshire

Richard

Tyson 2025 2026

Total remuneration (£000) 64 620 791 1,957 1,967 2,244 2,087 2,135 1,321 1,392 1,468 1,775

Annual bonus outcome (%) 0% 56.3% 63.7% 94.4% 62.9% 100% 74.2% 80.56% 60% 60% 94% 60.2%

LTI

vesting (%) 0% N/A N/A 92.8% 100% 100% 100% 100% 97.5% N/A N/A 42.8%

1 FY17: remuneration shown separately for Jonathan Flint who was CEO from 1 April to 11 May 2016 and Ian Barkshire who was CEO from 12 May 2016 to 31 March 2017.

2 LTI vesting across ESOS/SELTIS/PSP/LTIP (%). Executive Directors were last granted ESOS (market value share options) and SELTIS (nil-cost options) in June 2014. PSP awards were granted from June 2014 to June 2022. LTIP awards have

been granted since September 2023.

3 FY24: remuneration shown separately for Ian Barkshire who was CEO from 1 April 2023 to 1 October 2023 and Richard Tyson who was CEO from 1 October 2023 to 31 March 2024.

Annual Report on Remuneration continued

400

350

250

150

450

2016 20202018 20222017 2021

As at 31 March

2019 2023 2024 2025 2026

Total Shareholder Return

300

200

100

Oxford Instruments FTSE 350 E & EE FTSE 250

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Percentage change in the remuneration of the Directors

The table below shows the percentage change in each of the Director’s salaries, taxable benefits and annual bonus earned between 2020/21 to 2025/26 compared to that for the average UK

based employee of the Group (on a per capita full-time equivalent basis).

Directors during the year

ended 31 March 2026

2024/25 to 2025/26

% change

2023/24 to 2024/25

% change

2022/23 to 2023/24

% change

2021/22 to 2022/23

% change

2020/21 to 2021/22

% change

Salary Benefits Bonus

Salary Benefits Bonus Salary Benefits Bonus Salary Benefits Bonus

Richard Tyson

2.6 0.3 (34.4) 104.5 96.8 223.6 N/A N/A – N/A N/A – N/A – –

Paul Fry

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Neil Carson 2.6 – – 3.5 – – 5.0 – – 4.3 – – 8.0 – –

Alison Wood 2.6 – – 4.1 – – 8.6 100 – 9.3 – – N/A – –

Nigel Sheinwald 2.6 – – 4.4 – – 7.0 – – N/A – – N/A – –

Hannah Nichols

7.6 – – 369.7 – – N/A N/A – N/A N/A – N/A – –

Rowena Innocent

815.0 – – N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Average employee pay

9.8 17.5 40.3 2.7 (1.0) 46.5 1.7 (11.0) (29.3) 10.3 9.01 (4.7) 4.2 (8.4) (23.1)

1 Richard Tyson joined the Board on 1 October 2023 and the 2023/24 year does not reflect an equivalent full year of salary, benefits and bonus.

2 Paul Fry was appointed as Chief Financial Officer on 1 April 2025.

3 Hannah Nichols joined the Board on 1 January 2024 and was appointed Chair of the Audit and Risk Committee on 25 July 2024.

4 Rowena Innocent joined the Board on 17 February 2025. Rowena received fees of £7,391 for the period served in 2024/25.

5 Average employee pay includes all UK employees in service on 31 March 2026 for the 2024/25 to 2025/26 comparison, but excludes those who were on maternity leave, long-term sick leave and those who started or ended employment

within the period.

6 The value of the average employee bonus for the year ended 31 March 2026 (to be paid in July 2026) was not fully known at the time the Annual Report was approved and consequently the number included is management’s best estimate

of the bonus that will be paid.

7 The 2023/24 to 2024/25 change in average employee bonus has been restated for actual bonuses paid in July 2025.

Relative importance of the spend on pay

The following table shows the Group’s employee costs relative to dividends:

Year ended

31 March 2026

Year ended

31 March 2025 % change

Employee costs (£m) 159.9 166.6 (4.0)%

Dividends (£m) 13.0 12.1 7.4%

Annual Report on Remuneration continued

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Overview Strategic Report Governance

Ratio of CEO pay to that of employees

The table below shows the ratio of the CEO’s total remuneration for 2025/26 and the lower, median and upper quartile full-time equivalent remuneration of the Group’s UK employees.

Historical pay ratios are shown for comparison. The ratios have been calculated in accordance with Option A under the relevant regulations, as it provides the most statistically accurate

method for identifying the pay ratios. Option A requires a company to calculate the total full-time equivalent pay and benefits of all its UK employees for the relevant financial year (using the

same methodology as for CEO pay) in order to identify and rank the 25th, 50th and 75th percentiles. The total remuneration for employees includes salaries, taxable benefits, bonuses, share-

based payments remuneration and pensions. The period of analysis is between 1 April 2025 and 31 March 2026. The analysis included colleagues employed at 31 March 2026.

Financial year Method 25th percentile 50th percentile 75th percentile

2025/26 A 45:1 34:1 25:1

2024/25 A 40:1 31:1 23:1

2023/24 A 77:1 58:1 43:1

2022/23 A 66:1 49:1 37:1

2021/22 A 65:1 49:1 36:1

2020/21 A 73:1 55:1 40:1

2019/20 A 63:1 48:1 33:1

The aggregated payment made in respect of the CEO who served during the year, and the employees at the percentiles for the 2025/26 ratio are set out below:

CEO 25th percentile 50th percentile 75th percentile

Salary £598,109 £35,700 £47,398 £65,038

Total pay £1,774,594 £39,167 £51,462 £70,575

For the purpose of calculating the pay ratio, the CEO’s remuneration is based on the single figure table. Details of colleague bonus payments for the year ended 31 March 2026 (to be paid in

July 2026) was not known at the time the Annual Report was approved and consequently the number included is management’s best estimate of the bonus that will be paid. The 2024/25 pay

ratios have been restated to reflect the actual bonuses paid.

The Committee considers the median pay ratio consistent with the Group’s wider policies on employee pay, reward and progression. For example, the Committee reviewed workforce

remuneration practices which were taken into consideration when deciding the pay of Executive Directors and Senior Management. Changes in total remuneration for the CEO are reflective

of the Committee’s pay for performance principles and the performance delivered, with the majority of CEO remuneration opportunity being performance-related variable pay. The CEO’s

pay ratio, is therefore, heavily dependent on the outcomes of the annual bonus and LTIP. It is expected that there could be considerable year-to-year changes in the ratio. The increase in the

pay ratio for 2025/26 compared to the prior year reflects the inclusion of an LTIP vesting for the CEO this year. Whilst the annual bonus outcome for 2025/26 is lower than 2024/25, the total

variable pay outcome this year for the CEO with the inclusion of the LTIP vesting is higher, resulting in a slight increase to the ratio at all percentiles.

The Committee is satisfied that the pay ratios are appropriate and consistent with the pay, reward and progression policies in place for all employees.

Annual Report on Remuneration continued

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Overview Strategic Report Governance

Executive Directors’ service contracts and Non-Executive Directors’ terms of engagement

A summary of the operation of the Executive Directors’ service contracts and policy on payments for loss of office is set out within the overview of the Remuneration Policy. The Chair and

Non-Executive Directors do not have service contracts; they serve under letters of appointment and are subject to annual re-election by shareholders at the AGM. The term of appointment

for Non-Executive Directors and the Chair is three years, the Chair has a six-month notice period and Non-Executive Directors terms provide for termination without notice. In the event of the

termination of their position, they are entitled to reimbursement of any outstanding fees and expenses due. The dates of appointment and date of service contract (in the case of Executive

Directors) or date of letter of appointment (in the case of Non-Executive Directors) for those Directors seeking re-election at the 2026 AGM are set out below. The service contracts and letters of

appointment may be viewed at the company’s registered office and at the company’s AGM.

Executive Directors’ service contracts

Executive Director Date of appointment to the Board Date of service contract Notice period (rolling)

Richard Tyson 1 October 2023 1 October 2023 12 months by either party

Paul Fry 1 April 2025 8 January 2025 12 months by either party

Non-Executive Directors’ terms of appointment

Date of appointment to the Board Notice period Unexpired term

Neil Carson 1 December 2018 Six months by either party 2027 AGM

Alison Wood 8 September 2020 None 2029 AGM

Sir Nigel Sheinwald 22 September 2021 None 2027 AGM

Hannah Nichols 1 January 2024 None 2027 AGM

Rowena Innocent 17 February 2025 None 2028 AGM

Annual Report on Remuneration continued

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Non-Executive Directors’ fees

The Committee and the Board, as appropriate, have reviewed the fees for the Chair and Non-Executive Directors. The Chair fee will increase by 3.5% effective from 1 July 2026.

The fees payable to the Non-Executive Directors were reviewed during the year and will be realigned to better reflect the time commitments, skills and experience required in the roles.

2025/26 2026/27 % increase

Board Chair £217,978 £225,607 3.5%

Basic fee £60,608 £68,000 12.2%

Additional fee for Senior Independent Director £10,558 £15,000 42.1%

Additional fee for Committee Chair £10,558 £15,000 42.1%

Note: The fees shown for 2025/26 and 2026/27 are the annual rates as at 1 July 2025 and 1 July 2026, respectively.

Statement of shareholder voting

The resolution to approve the Policy was passed at the 2023 AGM and received the following votes from shareholders:

Resolution Votes for Votes against % for % against

Votes marked

as abstain

To approve the Directors’ Remuneration Policy 43,129,297 862,318 98.04 1.96 4,077

The resolution to approve the Annual Report on Remuneration at the 2025 AGM received the following votes from shareholders:

Resolution Votes for Votes against % for % against

Votes marked

as abstain

To approve the Annual Report on Remuneration 47,389,001 323,788 99.32 0.68 176,195

Annual Report on Remuneration continued

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Committee advisers

During the year, the Committee received support and advice on all aspects of executive

remuneration from its independent remuneration consultant, Korn Ferry. Korn Ferry is a

signatory to the Remuneration Consultants’ Code of Conduct and has confirmed to the

Committee that it adheres to the Code. During the year, Korn Ferry had discussions with the

Committee Chair on remuneration matters relevant to the company and on how best its

team can work with the Committee to meet the company’s needs, including the review of the

Remuneration Policy. The Committee is satisfied that the advice it received from Korn Ferry for

the year ended 31 March 2026 was objective and independent.

The total fees paid to Korn Ferry for the advice provided to the Committee during the

year were £78,978 (excluding VAT). Fees are charged predominantly on the basis of time

and expenses.

ALISON WOOD

Chair of the Remuneration Committee

8 June 2026

Annual Report on Remuneration continued

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Overview Strategic Report Governance

Shareholder information

Financial calendar

9 June 2026 Announcement of preliminary results

9 July 2026 Final dividend ex-dividend date

10 July 2026 Final dividend record date

23 July 2026 Annual General Meeting

28 July 2026 Final dividend DRIP election date

18 August 2026 Final dividend payment date

13 October 2026 Trading update

10 November 2026 Announcement of interim results

26 November 2026 Interim dividend ex-dividend date

27 November 2026 Interim dividend record date

15 December 2026 Interim dividend DRIP election deadline

8 January 2027 Interim dividend payment date

31 March 2027 Financial year end

1 Please note that these dates may be subject to change.

Analysis of share register at 31 March 2026

Total number

of holdings

Percentage

of holders

Total number

of shares

Percentage

of issued

share capital

By type of shareholder

Individual 1,382 74.54 1,712,266 3.01

Institutions and others 472 25.46 53,718,551 96.91

By size of shareholding

1–500 1,107 59.71 183,602 0.33

501–1,000 202 10.90 151,718 0.27

1,001–10,000 309 16.66 995,275 1.80

10,001–100,000 149 8.04 5,764,267 10.40

100,001–500,000 63 3.40 13,817,013 24.93

Over 500,000 24 1.29 34,518,942 62.27

Total 1,866 100.00 58,134,773 100.00

Annual General Meeting 2026

The 2026 Annual General Meeting of Oxford Instruments plc

will be held at the offices of Ashurst LLP at London Fruit &

Wool Exchange, 1 Duval Square, London, E1 6PW at 11.00am

on Thursday 23 July 2026.

Further details can be found in the Notice of Meeting

which has been sent to our shareholders and which is also

available on our website at: www.oxinst.com/investors/

annual-general-meeting.

Shareholder enquiries

Please contact MUFG Corporate Markets, our Registrar,

using the below details, for all enquiries regarding your

shareholding, including updating your address or other

contact details, direct dividend payments and amending

your communication preferences.

Online:

www.signalshares.com

To register to use this site, you will need your Investor

Code (IVC) which can be found on your share certificate

or dividend confirmation.

By telephone:

+44 (0) 371 664 0300

Calls to this number are charged at the standard geographic

rate and will vary by provider. Calls outside the United

Kingdom will be charged at the applicable international rate.

Lines are open 9.00am–5.30pm, Monday to Friday excluding

public holidays in England and Wales.

By email:

shareholder[email protected]

By post:

MUFG Corporate Markets

Shareholder Services,

Central Square,

29 Wellington Street,

Leeds LS1 4DL

Company information

Company name:

Oxford Instruments plc

Company number:

00775598

Registered office address:

Halifax Road

High Wycombe

United Kingdom

HP12 3SE

Type:

Public Limited Company

Website:

www.oxinst.com

Auditor:

Deloitte LLP

Abbots House

Abbey Street

Reading

RG1 3BD

United Kingdom

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Overview Strategic Report Governance

Directors’ report

The Directors present the Annual Report of Oxford

Instruments plc for the year ended 31 March 2026.

Principal activity and business reviews

Oxford Instruments plc (‘OI plc’) is the ultimate holding

company of a group of subsidiary undertakings (the

‘Group’) which is a leading global provider of technology

and expertise to academic and commercial partners. The

Directors of OI plc are required to set out in this report a true

and fair view of the business of the Group during the financial

year ended 31 March 2026, the position of the Group at the

end of the financial year and a description of the principal

risks and uncertainties facing the Group. The information

which fulfils these requirements includes the Finance Review

on pages 42 to 50 and the Sustainability Report on pages

51 to 78, which are incorporated in this report by reference.

The operations, the strategic review, the risk management

disclosures, the viability statement, the research and

development activities and likely future prospects of the

Group are reviewed in the Strategic Report on pages 9 to 98

which is also incorporated by reference.

Results and dividends

The results for the year are shown in the Consolidated

Statement of Income on page 179. The Directors recommend

a final dividend of 18.2p per ordinary share, which together

with the interim dividend of 5.4p per ordinary share is a total

of 23.6p per ordinary share for the year (2025: 22.2p per

ordinary share). Subject to shareholder approval, the final

dividend will be paid on 18 August 2026 to shareholders

registered at close of business on 10 July 2026.

Risks and uncertainties

The Board exercises proper and appropriate corporate

governance across the Group. It ensures that there are

effective systems of internal controls in place to manage

shareholders’ interests and the Group’s assets, including

the assessment and the management of the risks to which

the businesses are exposed, and to monitor and manage

compliance with all the legal requirements that affect the

Group’s worldwide business activities.

However, such systems are designed to manage rather

than eliminate the risk of failure to achieve business

objectives and can provide only reasonable and not absolute

assurance against material misstatement or loss.

The Executive Directors report to the Board on changes in the

business and in the external environment which may affect

the risks which the Group faces. The Executive Directors also

provide the Board with financial information at each Board

meeting. Key performance indicators are reviewed periodically.

There are a number of risks and uncertainties which may

have a material effect on the Group. These are described in

the Risk Management Report on pages 81 to 94.

Directors

Biographies of all the Directors at the date of this report,

including Non-Executive Directors, are set out on pages 102

to 104.

Any Director who has been appointed by the Board since the

previous Annual General Meeting of shareholders, either to

fill a casual vacancy or as an additional Director, holds office

only until the conclusion of the next Annual General Meeting

and then shall be eligible for re-election by the shareholders.

The company’s Articles of Association provide that all

Directors are subject to annual re-election in accordance

with the UK Corporate Governance Code.

The Directors are subject to removal with or without cause

by the Board or the shareholders. Directors may exercise all

of the powers of the company subject to the provisions of the

Articles of Association.

Directors’ conflicts of interest

The Companies Act 2006 allows Directors of public

companies to authorise conflicts and potential conflicts of

interest, where appropriate. Only Directors with no interest

in the matter under consideration may participate in the

relevant decision and in doing so, they must act in a way

which they consider in good faith will be most likely to

promote OI plc’s success.

A conflicts policy is in place, which is reviewed as appropriate,

and a register of conflicts and potential conflicts is maintained.

Directors’ interests

The beneficial interests of the Directors in OI plc’s share

capital, all in fully paid up shares at 31 March 2026, are:

31 March

2026

31 March

2025

Neil Carson 24,000 24,000

Richard Tyson 28,484 5,910

Paul Fry 98 N/A

Alison Wood – –

Nigel Sheinwald – –

Hannah Nichols – –

Rowena Innocent – –

Financial Statements

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Overview Strategic Report Governance

Directors’ interests continued

Details of share options for the Executive Directors are shown

in the Remuneration Report on page 164.

No Director was beneficially interested in the shares of any

subsidiary company at any time during the year.

In the year to 31 March 2026, no Director had a material

interest in any contract of significance with OI plc or any of its

subsidiaries. As of 29 May 2026, there were no changes to

the above shareholdings.

Insurance cover and Directors’ indemnities

For a number of years, the Group has purchased insurance

to cover its Directors and Officers against their costs in

defending themselves in legal proceedings taken against

them in that capacity, and in respect of damages resulting

from the unsuccessful defence of any proceedings. In

addition, to the extent permitted by UK law, the Group

indemnifies its Directors and Officers for liabilities arising

fromsuch proceedings.

Neither the insurance nor the indemnity provides cover

for situations where the Director has acted fraudulently

ordishonestly.

Share capital

OI plc only has one class of share capital, which comprises

ordinary shares of 5p each. All shares forming part of the

ordinary share capital have the same rights and carry one

vote each. There are no unusual restrictions on the transfer

ofa share.

The full rights and obligations attaching to OI plc’s ordinary

shares, as well as the powers of the Directors, are set out in

OI plc’s Articles of Association, a copy of which is available

on OI plc’s website. These can also be obtained from

Companies House or by contacting the Company Secretary.

During the year to 31 March 2026, the Board issued 267,353

new shares (2025: 220,981) following the exercise of options

under OI plc’s share option schemes. At 31 March 2026,

the issued share capital of OI plc was 55,401,506 ordinary

shares of 5p each, 3,000,620 shares were repurchased

and cancelled by the company itself during the year (2025:

nil). Details of the share capital and options or other awards

outstanding as at 31 March 2026 are set out in Notes 27 and

28, respectively, to the financial statements.

Powers in relation to OI plc issuing or buying back

its own shares

At the 2025 AGM, shareholders authorised the company

to allot relevant securities: (i) up to a nominal amount of

£969,323 (being one-third of the company’s issued share

capital); and (ii) up to a nominal amount of £1,938,645 (being

two-thirds of the company’s issued share capital), after

deducting from such limit any relevant securities allotted

under (i), in connection with an offer by way of a rights issue

or for use in connection with any pre-emptive offer. A similar

resolution will be put to shareholders at the 2026 AGM.

In 2025, shareholders also authorised the company to

purchase its own shares in the market up to a limit of 10% of

its issued share capital, being 5,815,936 shares. As noted in

the 2025 notice of meeting, the Directors will seek to renew

this authority at the 2026 AGM by proposing a further special

resolution. This authority will also be limited to a maximum of

10% of the company’s issued share capital and the resolution

will set the minimum and maximum prices which may be

paid. The Directors will only purchase the company’s shares

in the market if they believe it is in the best interests of the

company and shareholders generally and where Directors

(i) expect that such a purchase would result in an increase in

earnings per share, (ii) consider that the company has excess

cash, and/or (iii) determine that it is appropriate to increase

the company’s gearing.

Disapplication of pre-emption rights

At the 2026 AGM, OI plc will seek approval from its

shareholders to empower Directors to issue equity securities

or sell treasury shares for cash other than to existing

shareholders pro-rata to their holdings to the fullest extent

permitted by the Statement of Principles on Disapplying Pre-

Emption Rights most recently published by the Pre-Emption

Group (‘Statement of Principles’).

In addition to offers or invitations in proportion to the

respective number of shares held, this equates to the

ability for Directors to issue equity securities or sell treasury

shares for cash up to 10% of the company’s issued share

capital for general purposes and up to a further 10% of the

company’s issued share capital to be used in connection

with an acquisition or specified capital investment of a kind

contemplated by the Statement of Principles. In each case,

the Directors will seek a power to issue up to a further 2%

of the company’s issued share capital for the purposes of a

‘follow-on offer’ (also as contemplated by the Statement of

Principles) which would enable existing retail shareholders to

participate in relevant equity issues.

These resolutions are the same as those approved by

shareholders at the company’s 2025 AGM. The Directors

believe the resolutions being proposed at the 2026 AGM

reflect market practice.

Research and development

Information on the research and development activities of

the Group can be found on page 201.

Branches

Subsidiaries of the company have established branches in a

number of different countries in which they operate.

Directors’ report continued

Financial Statements

174

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Overview Strategic Report Governance

Payment of suppliers

The Group does not follow a standard payment practice but

agrees terms and conditions for its business transactions with

each of its suppliers. Payment is then made in accordance

with these terms.

Substantial shareholdings

The following are beneficial interests of 3% or more (direct),

or of 5% or more (indirect), which have been notified to OI plc,

per Chapter 5 of the Disclosure Guidance and Transparency

Rules, of OI plc’s issued ordinary share capital, the only class

of voting capital, at 30 April 2026:

As at 30 April

2026

As at 31 March

2026

% of voting

rights over

ordinary

shares of 5p

each

% of voting

rights over

ordinary

shares of 5p

each

Artemis Fund Managers 13.58 13.65

BlackRock, Inc. 8.99 8.73

Van Lanschot Kempen Investment

Management 5.71 5.41

Aviva Investors 5.49 5.86

The Vanguard Group 5.23 4.99

Tax strategy

The Group’s tax strategy supports the strategic objectives of

the Group and applies equally to both UK and non-UK taxes

and to all forms of taxation. The Group pays a significant

amount of tax to national and local governments, including

taxes on employment, corporate taxes on profits, customs

and excise duty on purchases, withholding taxes and

environmental taxes. We also administer VAT and similar

sales taxes charged to our customers and withholdings on

payments made to our employees. The Group’s tax strategy

is published on the Group’s website at www.oxinst.com/

investors-content/tax-strategy.

Charitable donations

During the year, the Group made charitable donations of

£3,474 (2025: £6,167).

Political donations

During the year, the Group made no political donations

(2025: nil).

Disclosure of information to auditor

Pursuant to Section 418(2) of the Companies Act 2006, the

Directors who held office at the date of approval of this

Directors’ report confirm that, so far as they are each aware,

there is no relevant audit information of which OI plc’s auditor

is unaware; and each Director has taken all the steps that he

or she might reasonably have been expected to have taken

as a Director to make himself or herself aware of any relevant

audit information and to establish that OI plc’s auditor is

aware of that information.

Annual General Meeting

The Notice of the Annual General Meeting, to be held on 23

July 2026, is set out in a letter to shareholders together with

explanatory notes relating to the resolutions.

Articles of Association

The company’s Articles of Association may be amended by a

special resolution at a general meeting of the shareholders.

The current Articles of Association were adopted by

shareholders at the AGM held on 8 September 2020. A

special resolution to adopt new Articles of Association of the

company will be proposed to shareholders at the AGM to be

held on 23 July 2026.

External auditor

A resolution to reappoint BDO LLP as auditor for FY26 was

passed at the 2025 Annual General Meeting. As explained

on pages 135 to 136, a formal audit tender was conducted

during the year and Deloitte LLP was appointed as the

company's auditor on 20 October 2025 in respect of the

financial year ended 31 March 2026. A resolution to reappoint

them as auditor for FY27 will be proposed at the 2026 Annual

General Meeting on 23 July 2026.

Change of control arrangements

There are a number of agreements that take effect, alter

or terminate upon a change of control of OI plc following

a takeover, such as banking agreements and OI plc share

plans. On a change of control, OI plc’s committed credit

facilities may be cancelled by lenders by giving not less

than three days’ notice. It is also possible that pension plan

funding arrangements would need to be changed following

a change of control if that resulted in a weakening of the

employer covenant.

Directors’ report continued

Financial Statements

175

Oxford Instruments plc

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Overview Strategic Report Governance

Directors’ report continued

Corporate governance statement

The Board’s corporate governance statement is set out

on page 107. The Board reviews its work on corporate

governance in the Governance Report on pages 100 to 171.

Pages 112 to 118 include details of how we engage with

our stakeholders and page 119 includes our statement in

accordance with Section 172(1) of the Companies Act 2006.

Financial risk management

Details of the Group’s financial risk management objectives

and policies, including the exposure to price, credit and liquidity

risk, are set out in Note 25 to the financial statements.

Employees

The Board recognises that its employees are fundamental to

the Group’s success. The Group’s aim is to ensure there are

equal opportunities for all employees and that there is an

inclusive culture where differences are valued and people

are given the environment in which they can do their best

work. The Sustainability Report on pages 51 to 78 further

describes how diversity and inclusion is promoted within

Oxford Instruments.

It is the policy of Oxford Instruments plc to give full and fair

consideration to applications for employment from disabled

persons; to continue, wherever possible, the employment of

members of staff who may become disabled; and to ensure

that suitable training, career development and promotion of

disabled persons takes place.

For further information regarding employee engagement,

please see 'How we engage with stakeholders' on pages 112

to 117.

Statement per Section 172(1) of the Companies

Act 2006

For information on how the Directors have had regard to the

interests of employees and the need to foster the company’s

business relationships with suppliers, customer and others

as well as the effect of that regard on the principal decisions

taken by the company during the financial year, please see

the Section 172(1) statement on page 119.

Greenhouse gas emissions

To meet the requirements of the Companies Act 2006

(Strategic and Directors’ Report) Regulations 2013, CO

emissions are reported on as part of our reporting on

greenhouse gas emissions in the Sustainability section on

pages 51 to 78.

Material events

There were no material events since the year end to report.

Financial Statements

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The Directors are responsible for preparing the

Report and the Group and Parent company

financial statements in accordance with

applicable law and regulations.

Company law requires the Directors to prepare Group and

Parent company financial statements for each financial

year. Under that law they are required to prepare the Group

financial statements in accordance with UK-adopted

International Accounting Standards and applicable law

and have elected to prepare the Parent company financial

statements in accordance with UK accounting standards,

including FRS 101 Reduced Disclosure Framework.

Under company law the Directors must not approve the

financial statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and

Parent company and of their profit or loss for that period.

In preparing each of the Group and Parent company financial

statements, the Directors are required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and estimates that are reasonable,

relevant, reliable and prudent;

• for the Group financial statements, state whether they

have been prepared in accordance with UK-adopted

International Accounting Standards;

• for the Parent company financial statements, state

whether applicable UK accounting standards have been

followed, subject to any material departures disclosed and

explained in the Parent company financial statements;

• assess the Group and Parent company’s ability to continue

as a going concern, disclosing, as applicable, matters

related to going concern;

• use the going concern basis of accounting unless they

either intend to liquidate the Group or the Parent company

or to cease operations, or have no realistic alternative but

to do so; and

• prepare a Strategic Report, Directors’ Report, Directors’

Remuneration Report and Corporate Governance

Statement which comply with requirements of the

Companies Act and the applicable laws and regulations.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Parent company’s transactions and disclose with

reasonable accuracy at any time the financial position of the

Parent company and enable them to ensure that its financial

statements comply with the Companies Act 2006. They are

responsible for such internal control as they determine is

necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to

fraud or error, and have general responsibility for taking

such steps as are reasonably open to them to safeguard

the assets of the Group and to prevent and detect fraud and

other irregularities.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included

on the company’s website. Legislation in the UK governing

the preparation and dissemination of financial statements

may differ from legislation in other jurisdictions. The

maintenance and integrity of the company’s website is the

responsibility of the Directors. The Directors’ responsibility

also extends to the ongoing integrity of the financial

statements contained therein.

Responsibility statement of the Directors in

respect of the annual financial report

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit or

loss of the company and the undertakings included in the

consolidation taken as a whole; and

• the Strategic Report/Directors’ Report includes a fair review

of the development and performance of the business and

the position of the issuer and the undertakings included

in the consolidation taken as a whole, together with a

description of the principal risks and uncertainties that

theyface.

We consider the Annual Report, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Group’s position

and performance, business model and strategy.

Signed on behalf of the Board

RICHARD TYSON

Chief Executive Officer

PAUL FRY

Chief Financial Officer

8 June 2026

Directors’ responsibilities in relation to the Annual Report

Financial Statements

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Overview Strategic Report Governance

179 Consolidated statement of income

180 Consolidated statement

ofcomprehensive income

181 Consolidated statement

of financial position

182 Consolidated statement

of changes in equity

183 Consolidated statement of cash flows

184 Material accounting policies

192 Notes to the consolidated

financialstatements

230 Parent Company statement

offinancialposition

231 Parent Company statement

ofchangesinequity

232 Notes to the Parent Company

financialstatements

241 Independent auditor’s report to the

members of Oxford Instruments plc

250 Historical financial summary

Financial

Statements

178

Financial StatementsOverview Strategic Report Governance

Oxford Instruments plc

Annual Report 2026

			2026		2025 as restated 1
			Adjusting		Adjusting
			items			items
		Adjusted	(Note 2)	Total	Adjusted	(Note 2)	Total
	Note	£m	£m	£m	£m	£m	£m
Revenue	1	423. 2	–	423. 2	4 43.4	–	443 .4
Cost of sales		( 1 8 7. 2)	–	(1 8 7. 2)	(199.1)	–	(19 9.1)
Gross profit		236 .0	–	236 .0	24 4. 3	–	24 4 . 3
Research and development	4	(3 7. 1)	–	(3 7. 1)	(3 8 .7)	–	(3 8. 7)
Selling and marketing		(78. 3)	–	(78. 3)	(73. 3)	–	(73. 3)
Administration and shared services		(49. 6)	(14.7)	(64. 3)	(53.6)	(15. 6)	(6 9.2)
Impairment of goodwill		–	–	–	–	(26 .0)	(26.0)
Foreign exchange gain/(loss)		2 .7	(1 .0)	1 .7	0.8	(0. 3)	0. 5
Operating profit		73.7	(15 .7)	5 8.0	79. 5	(41 . 9)	3 7. 6
Financial income		3.1	–	3.1	2.6	–	2.6
Financial expenditure		(1 .8)	(0. 8)	(2 .6)	(1 .4)	(0.6)	(2.0)
Profit/(loss) before income tax	2/3	75. 0	(16. 5)	58. 5	80.7	(4 2. 5)	38. 2
Income tax (expense)/credit	9	(1 7. 6)	3.6	(1 4.0)	(1 7. 4)	4 .4	(13.0)
Profit/(loss) for the period
from continuing operations		5 7. 4	(12 .9)	44. 5	63.3	(3 8.1)	25. 2
(Loss)/profit from discontinued
operations after tax	13	(3. 1)	6.8	3.7	1 .9	(1.1)	0. 8
Profit/(loss) for the year
attributable to equity
shareholders of the parent		54 .3	(6. 1)	48. 2	65 .2	(39. 2)	26 .0

Consolidated statement of income

Year ended 31 March 2026

			2026			2025
			Adjusting			Adjusting
			items			items
		Adjusted	(Note 2)	Total	Adjusted	(Note 2)	Total
	Note	p	p	p	p	p	p
Earnings per share (in pence)	11
Basic earnings per share
From continuing operations		100. 7		78 .1	10 9.1		43.4
From discontinued operations		(5.4)		6. 5	3.3		1.4
Basic		95.3		84.6	11 2.4		44. 8
Diluted earnings per share	11
From continuing operations		99.7		7 7. 3	1 0 7. 8		42. 9
From discontinued operations		(5.4)		6.4	3.2		1 .4
Diluted		94.3		83 .7	111.1		4 4.3

1 Comparative information has been restated to present the results of the disposed business as discontinued

operations in accordance with IFRS 5, with no impact on profit for the year or equity. Detailed information can be

found in Note 13.

The attached notes form part of these Financial Statements.

179

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Overview Strategic Report Financial StatementsGovernance

		2026	2025
	Note	£m	£m
Profit for the year		48. 2	26.0
Other comprehensive income/(expense):
Items that may be reclassified subsequently to Consolidated Statement of Income
Foreign exchange translation differences		2.7	(2.0)
Items that will not be reclassified to Consolidated Statement of Income
Remeasurement loss in respect of post-retirement benefits	26	(20. 8)	(1 .1)
Tax credit on items that will not be reclassified to Consolidated Statement of Income		5.2	0. 2
Total other comprehensive expense		(12 .9)	(2.9)
Total comprehensive income for the year attributable to equity shareholders of the parent		35.3	23 .1

Consolidated statement of comprehensive income

Year ended 31 March 2026

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			As at
		As at	31 March
		31 March	2025
		2026	as restated 1
	Note	£m	£m
Assets
Non-current assets
Property, plant and equipment	14	76 . 4	85.6
Intangible assets	15	112 .7	121 .8
Right-of-use assets	16	29. 9	2 9.9
Long-term receivables		1 .0	1 .0
Derivative financial instruments	24	1 .6	0. 3
Retirement benefit asset	26	9.2	24 .4
Deferred tax assets		10.0	11 .1
		240. 8	2 74 . 1
Current assets
Inventories	17	72 .5	99.1
Trade and other receivables	18	125 .0	1 26. 2
Tax receivable		6.4	9.4
Derivative financial instruments	24	0. 5	1.9
Cash and cash equivalents	20	106 .9	94.1
Total current assets		311 .3	33 0.7
Total assets		552 .1	604. 8
Equity
Capital and reserves attributable to the company’s
equity shareholders
Share capital	27	2 .7	2. 9
Share premium		62.7	62 .6
Other reserves		0.4	0. 2
Translation reserve		8.1	5 .4
Retained earnings		266.3	3 05.0
		340. 2	3 76. 1

			As at
		As at	31 March
		31 March	2025
		2026	as restated 1
	Note	£m	£m
Liabilities
Non-current liabilities
Bank loans	21	0. 2	0. 5
Lease liabilities	16	2 7. 8	26 .7
Retirement benefit obligations	26	1 .2	0.9
Derivative financial instruments	24	0. 2	–
Provisions	23	1.2	1.3
Deferred tax liabilities		11 .1	16 .7
		41 .7	46.1
Current liabilities
Bank loans and overdrafts	21	12.7	9. 2
Trade and other payables	22	1 3 7. 6	153 .7
Contingent consideration		4.7	4.0
Lease liabilities	16	3.8	4. 5
Tax payable		7. 5	6.0
Derivative financial instruments	24	0. 8	0. 6
Provisions	23	3.1	4.6
Total current liabilities		1 70. 2	182.6
Total liabilities		211.9	228 .7
Total liabilities and equity		552 . 1	60 4.8

1 Comparative balances have been restated to present correctly contingent consideration separately from trade and

other payables, with no impact on net assets or equity. There was no contingent consideration at 1 April 2024 and

therefore no balance sheet at that date is required to be presented.

The Financial Statements were approved by the Board of Directors on 8 June 2026 and

signed on its behalf by:

RICHARD TYSON PAUL FRY

Director Director

Company number: 775598

Consolidated statement of financial position

As at 31 March 2026

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				Capital
		Share	Share	redemption	Translation	Retained
		capital	premium	reserve	reserve	earnings	Total
	Note	£m	£m	£m	£m	£m	£m
As at 1 April 2025		2.9	62 .6	0. 2	5.4	3 05.0	3 76 .1
Profit for the year		–	–	–	–	48 .2	48. 2
Foreign exchange translation differences		–	–	–	2 .7	–	2.7
Remeasurement loss in respect of post-retirement benefits	26	–	–	–	–	(20.8)	(20. 8)
Tax credit on items that will not be reclassified to Consolidated Statement of Income	9	–	–	–	–	5.2	5.2
Total comprehensive income		–	–	–	2 .7	32 .6	35. 3
Share-based payment transactions		–	–	–	–	3.7	3.7
Income tax on share-based payment transactions	9	–	–	–	–	0. 2	0. 2
Proceeds from shares issued		–	0. 1	–	–	–	0. 1
Share buyback 1		(0. 2)	–	0. 2	–	(62 . 2)	(62 .2)
Dividends	10	–	–	–	–	(1 3.0)	(13 .0)
Total transactions with owners:		(0. 2)	0. 1	0. 2	–	(71 .3)	(71 .2)
As at 31 March 2026		2.7	62 .7	0. 4	8. 1	266. 3	34 0.2
As at 1 April 2024		2.9	62 .6	0. 2	7. 4	292.6	36 5.7
Profit for the year		–	–	–	–	26 .0	26.0
Foreign exchange translation differences		–	–	–	(2. 0)	–	(2.0)
Remeasurement loss in respect of post-retirement benefits	26	–	–	–	–	(1 .1)	(1 .1)
Tax credit on items that will not be reclassified to Consolidated Statement of Income	9	–	–	–	–	0.2	0. 2
Total comprehensive (expense)/income		–	–	–	(2.0)	25. 1	23 .1
Share-based payment transactions		–	–	–	–	(0.1)	(0 .1)
Income tax on share-based payment transactions	9	–	–	–	–	(0. 5)	(0. 5)
Proceeds from shares issued		–	–	–	–	–	–
Share buyback		–	–	–	–	–	–
Dividends	10	–	–	–	–	(1 2.1)	(12.1)
Total transactions with owners:		–	–	–	–	(1 2.7)	(12.7)
As at 31 March 2025		2.9	62.6	0. 2	5 .4	305 .0	3 76. 1

1 During the year ended 31 March 2026, 3,000,620 ordinary shares were repurchased and cancelled by the Group as part of the first and second tranches of the up to £100m share buyback programme, resulting in a cash outflow of £62 .2m.

The remaining amount of share buyback is expected to complete in the first half of the year ended 31 March 2027.

Consolidated statement of changes in equity

Year ended 31 March 2026

182

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Overview Strategic Report Financial StatementsGovernance

			2025 as
		2026	restated 1
	Note	£m	£m
Cash flows from operating activities
Profit for the year		48 .2	26 .0
Profit for the year from discontinued operations		(3. 7)	(0. 8)
Profit for the year from continuing operations		44.5	25 .2
Adjustments for:
Income tax expense	9	14.0	13 .0
Net financial income		(0.5)	(0.6)
Fair value movement on financial derivatives		1 .0	0. 3
Amortisation of right-of-use assets	16	5.3	5 .4
Depreciation of property, plant and equipment		6.7	5 .1
Amortisation and impairment of intangible assets		7. 7	10.6
(Profit)/loss on disposal of plant, property and equipment		(3.7)	1.3
Charge/(credit) in respect of equity-settled employee share schemes		3.7	(0.1)
Contributions paid to the pension scheme more than the charge to operating profit		(3. 8)	(7. 9)
(Increase)/decrease in inventories		(1 .6)	6.4
Increase in receivables		(20. 9)	(8.8)
Increase in payables and provisions		3.4	2.1
Increase in customer deposits		7. 0	2. 3
Cash generated from operations		62 .8	80. 3
Income taxes paid		(11 . 1)	(19. 8)
Net cash from operating activities – continuing operations		51 . 7	60. 5
Net cash from operating activities – discontinued operations		2 .7	(10 .8)
Net cash from operating activities		54.4	49.7
Cash flows from investing activities
Proceeds from sale of property, plant and equipment		5.3	2. 3
Purchase of property, plant and equipment		(7. 4)	(13.6)
Acquisition of intangible assets		(0. 5)	–

			2025 as
		2026	restated 1
	Note	£m	£m
Acquisition of subsidiaries, net of cash acquired		–	(15 .4)
Net cash flow on disposal of business		42 .4	–
Capitalised development expenditure		(2 . 4)	(1. 0)
Interest received		1 .6	1.6
Net cash generated from/(used in) investing activities – continuing operations		3 9.0	(26 .1)
Net cash generated used in investing activities – discontinued operations		(2 .0)	(1 .3)
Net cash generated from/(used in) investing activities		3 7. 0	(2 7. 4)
Cash flows from financing activities
Proceeds from issue of share capital		0. 1	–
Interest paid on overdrafts and borrowings		(1 . 2)	(0. 6)
Interest paid on lease liabilities	16	(0. 6)	(0 .6)
Payment of lease liabilities	16	(4 .6)	(4 . 8)
Repayment of borrowings	21	(0. 4)	(0. 8)
Share buyback	21	(62 .2)	–
Dividends paid		(13 .0)	(1 2.1)
Net cash used in financing activities – continuing operations		(81 .9)	(18.9)
Net cash used in financing activities – discontinued operations		–	(0.1)
Net cash used in financing activities		(81 .9)	(1 9.0)
Change in cash and cash equivalents		9.5	3.3
Cash and cash equivalents at beginning of the year		85. 3	85.5
Effect of exchange rate fluctuations on cash held		(0. 3)	(3 . 5)
Cash and cash equivalents at end of the year	20	94.5	85.3
Comprised of:
Cash and cash equivalents as per the Consolidated Statement
of FinancialPosition		10 6. 9	94.1
Bank overdrafts	21	(12 . 4)	(8.8)
		94.5	85. 3

Consolidated statement of cash flows

Year ended 31 March 2026

1 Whilst the prior year impact is not material, comparative cash flows have been restated to reclassify interest paid on cash overdrafts and borrowings from operating to financing activities to be consistent with the presentation of interest paid

on lease liabilities, with no impact on the total change in cash and cash equivalents.

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Material accounting policies

Year ended 31 March 2026

Oxford Instruments plc (the 'company') is a public company limited by shares incorporated

under the Companies Act 2006 and domiciled in the United Kingdom.

The Group Financial Statements have been prepared in accordance with UK adopted

International Accounting Standards (IAS) in conformity with the requirements of the

Companies Act 2006 and interpretations issued by the IFRS Interpretations Committee

(IFRIC) applicable to companies reporting under UK-adopted IFRS.

The accounting policies set out below have, unless otherwise stated, been applied

consistently to all periods presented in these Group Financial Statements.

Going concern

In determining the basis of preparation for the Consolidated Financial Statements, the

Directors have considered the Group’s available resources, current business activities and

factors likely to impact on its future development and performance, including the impact of

current macroeconomic factors, tariffs, and climate change on the Group, which are described

in the Chief Executive Officer’s Review and Finance review.

The Group’s business activities, together with factors likely to affect its future development,

performance and financial position, are set out in the Strategic Report on pages 09 to 41.

The financial position of the Group, its cash flows, and borrowing facilities are described

in the Finance Review on pages 42 to 50. In addition, Note 25 to the Financial Statements

includes the Group’s objectives, policies and processes for managing its capital; its financial

risk management objectives; details of its financial instruments and hedging activities; and its

exposure to credit risk and liquidity risk.

The Group finances its operations from retained earnings, and where needed, from third-party

borrowings. On 19 March 2024, the Group entered into a new multi-currency revolving facility

agreement, which is committed until March 2028 with 15-month and 12-month extension

options at the end of the first and second years respectively. The facility has been entered into

with four banks and comprises a euro-denominated multi-currency facility of €95m and a US-

dollar-denominated multi-currency facility of $150m.

The Group regularly monitors its financial position to ensure that it remains within the terms of

its financial covenants. Debt covenants are on a pre-IFRS 16 basis and are net debt to EBITDA

less than 3.0 times and EBITDA to interest greater than 4.0 times. At the date of approving

these Financial Statements, the facility remains undrawn.

In addition to the above, at year end, the Group had a cash and cash equivalents balance of

£106.9m. The Group also had bank overdrafts of £12.4m and other small loan balances that

totalled £0.5m. This resulted in a net cash position of £94.0m, an increase of £9.6m from the

£84.4m net cash position at 31 March 2025.

The Group has prepared and reviewed cash flow forecasts for the period to 30 June 2027

for the Going Concern assessment, which reflect forecasted changes in operating profit, and

operating cash across its business. The Group’s net cash position and undrawn credit facilities

provide substantial liquidity headroom that even under extreme stress scenarios, it would be

able to meet its obligations for well beyond the 12-month assessment period.

In its going concern assessment, the Directors considered not only its base case but also

‘severe but plausible’ downside scenarios. These scenarios reflected a 25% reduction

in Adjusted Operating Profit, a 25% increase in working capital and a third scenario of

incorporating both. In each scenario the Group’s cash balances remained positive, and the

facility remains undrawn throughout the going concern period to 30 June 2027.

Following this assessment, the Board of Directors are satisfied that the Group has sufficient

resources to continue in operation for a period of not less than 12 months from the date of

this report. Accordingly, they continue to adopt the going concern basis in relation to this

conclusion and preparing the Consolidated Financial Statements. Further information on the

going concern of the Group can be found on pages 95 and 96 in the Viability Statement.

(a) Changes in accounting standards

Standards, interpretations and amendments that became effective in the current financial

year have not had a material impact on the consolidated Group financial statements. The

Group has not applied any standards, interpretations or amendments that have been issued

but are not yet effective.

The International Accounting Standards Board (IASB) issued a new Standard, IFRS 18

Presentation and Disclosure in Financial Statements, on 9 April 2024 that will replace IAS 1

Presentation of Financial Statements. The purpose of the new standard is to provide more

consistent presentation of financial information across preparers as it is acknowledged that

existing standards have given flexibility to present information in different ways. IFRS 18 will

not impact the recognition or measurement of items in the Financial Statements. Many of

the existing presentation principles in IAS 1 are retained, but there are some more specific

requirements that will require the Group to make some changes in its future Annual Report

and Interim Financial Statements.

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(a) Changes in accounting standards continued

The new Standard is not yet endorsed by the UK Endorsement Board (UKEB) but is expected

to be applicable for reporting periods beginning on or after 1 January 2027. Comparative

information for 2026 will need to be restated when the 2027 Interim Financial Statements and

Annual Report and Accounts are published and early adoption is expected to be permitted.

The Group has started an initial review of the Standard and expects changes to the

presentation of the income statement. The process of assessing the financial impact on the

Consolidated Financial Statements will continue during 2026.

Other standards, interpretations and amendments issued but not yet effective are not

expected to have a material impact on the consolidated Group financial statements.

(b) Significant estimates and judgements

The preparation of Financial Statements requires management to make judgements,

estimates and assumptions that affect the application of accounting policies and the

reported amounts of assets, liabilities, income and expenses. Actual results may differ

from these estimates.

Significant judgements

In the opinion of the Group there is one key judgement made in the preparation of the

Financial Statements in respect of which taking a different view would have a material

impact on the Financial Statements.

Adjusting items

The Group introduced a new adjusting items policy during the year to add clarity on income or

expense items that should be excluded from statutory profit measures because they are not

reflective of normal, ongoing operations. In determining whether an event or transaction is an

adjusting item, the Directors consider quantitative as well as qualitative factors such as the

frequency or predictability of occurrence.

Significant estimates

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. One key area where estimates have been

used and assumptions applied have been identified as follows:

Provision for inventory

Provision is made for obsolete, slow-moving and defective stock where there is evidence of

impairment, to reduce the carrying value to its net realisable value. This requires consideration

of several factors including, but not limited to, recent usage, expected future demand, new

product introduction plans and likely realisable values to estimate the excess quantities and

net realisable value. The level of provisioning requires certain estimates regarding future

demand and possible design changes to identify excess quantities. Amounts provided

represent in aggregate the Group’s best estimate of the levels of provisioning required.

The carrying amount of inventories subject to estimation uncertainty is £66.4m (2025: £65.7m).

A 5% increase in the provision as a percentage of gross inventory (before provisions) which,

based on management’s judgement, represents a reasonably possible change, would result

in a £4.2m (2025: £4.3m) decrease in the carrying amount of inventories.

The Financial Statements are presented in sterling, rounded to the nearest £0.1m and are

prepared on the historical cost basis except as described below in accounting policy (e).

The Group Financial Statements include the accounts of Oxford Instruments plc and its

subsidiary companies adjusted to eliminate intra-Group balances and any unrealised gains

and losses or income and expenses arising from intra-Group transactions.

Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed

to or has rights to variable returns from its investment with the investee and has the ability

to affect those returns through its power over the investee. In assessing control, potential

voting rights that are currently exercisable or convertible are taken into account. The results

of subsidiary companies are included in the consolidated Financial Statements from the date

that control commences until the date that control ceases. The acquisition method is used to

account for the acquisition of subsidiaries.

Material accounting policies continued

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(d) Consideration of climate change

In preparing the Financial Statements, the Directors have considered the impact of climate

change, particularly in the context of the risks identified in the Task-force on Climate-Related

Financial Disclosures (TCFD) disclosure on pages 60 to 68 this year. There has been no

material impact identified on the financial reporting judgements and estimates. In particular,

the Directors considered the impact of climate change in respect of the following areas:

• Going concern and viability of the Group.

• Cash flow forecasts used in the impairment assessments of non-current assets

including goodwill.

• Carrying value and useful economic lives of property, plant and equipment.

Whilst there is currently no medium-term impact expected from climate change, the Directors are

aware of the ever-changing risks attached to climate change and will regularly assess these risks

against judgements and estimates made in preparation of the Group’s Financial Statements.

(e) Financial instruments at fair value

Financial assets and liabilities are recognised in the Group’s Consolidated Statement of Financial

Position when the Group becomes a party to the contractual provisions of the instrument. Forward

foreign exchange contracts (derivative financial instruments) of the Group are used to hedge its

exposure to foreign currency risks arising from operational, financing and investment activities. The

Group does not hold or issue derivative financial instruments for trading purposes. The Group has

chosen not to apply hedge accounting in respect of these exposures. All derivatives are initially

recognised at fair value; attributable transaction costs are recognised in profit or loss as incurred.

Foreign exchange contracts are classified as 'fair value through profit and loss' under IFRS 9.

Subsequent to initial recognition, derivatives are measured at fair value and gains or losses on

the settlement of such derivatives are recognised in operating expenses. Where such derivatives

relate to the following year’s exposure, any gains or losses resulting from the change in fair value

are recognised as an adjusting item in operating expenses.

The fair value of forward exchange contracts is their market price at the Consolidated

Statement of Financial Position date, being the present value of the forward price. The gain or

loss on remeasurement to fair value of forward exchange contracts is recognised immediately

in the Consolidated Statement of Income.

Contingent purchase consideration is measured at fair value at the date of acquisition and

subsequently carried at fair value, with movements recognised in the Consolidated Statement

of Income.

(f) Property, plant and equipment

Property, plant and equipment is stated at historical cost less provisions for impairment (see

accounting policy (k)) and depreciation which, with the exception of freehold land which

is not depreciated and rental assets (see below), is provided on a straight-line basis over

each asset’s estimated economic life. Depreciation is provided based on historical cost less

estimated residual value. The principal estimated economic lives used for this purpose are:

Freehold buildings, long leasehold land and buildings	50 years
Furniture and fittings	10 years
Machinery and other equipment	5 to 10 years
Computer equipment	4 years
Vehicles	4 years

Machinery and other equipment, computer equipment and vehicles are included within the

'Plant and equipment' subheading in Note 14.

For leasehold improvements, where the length of the lease is less than the principal estimated

economic lives noted above, the length of the lease is used.

(g) Intangible assets

(i) Goodwill

All business combinations are accounted for by applying the acquisition method. Goodwill

represents amounts arising on acquisition of subsidiaries and is the difference between the

cost of the acquisition and the fair value of the assets, liabilities and contingent liabilities

acquired. In respect of acquisitions prior to this date, goodwill is included on the basis of its

deemed cost, which represents the amount recorded under previous GAAP.

The Group expenses transaction costs associated with its acquisitions and movements in

liabilities relating to contingent consideration within the Consolidated Statement of Income.

Goodwill arising on acquisitions is stated at cost less any accumulated impairment losses

and allocated to cash-generating units (CGUs) that are anticipated to benefit from the

combination. It is not amortised but is tested annually for impairment (see accounting policy

(k)), or more frequently when there is an indicator that the unit may be impaired.

Material accounting policies continued

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(g) Intangible assets continued

(ii) Development costs

Research and development costs are charged to the Consolidated Statement of Income in

the year in which they are incurred unless development expenditure is applied to a plan or

design for the production of new or substantially improved products, in which case they are

capitalised. The criteria for capitalisation include demonstration of the technical feasibility

of completing a new intangible asset that will be available for sale and that the asset

will generate probable future economic benefits. Where expenditure meets the criteria,

development costs are capitalised and amortised through the Consolidated Statement of

Income over their useful economic lives.

(iii) Acquired intangible assets

An intangible asset acquired with a subsidiary undertaking is recognised as an intangible

asset if it is separable from the acquired business or arises from contractual or legal rights,

is expected to generate future economic benefits and its fair value can be reliably measured.

The asset is amortised through the Consolidated Statement of Income over its useful

economic life.

(iv) Amortisation

Amortisation of intangible assets is charged to the Consolidated Statement of Income on

a straight-line basis over the short of the estimated useful economic life (determined on an

asset-by-asset) basis or underlying contractual life. The estimated useful economic lives are

as follows:

Capitalised development costs	3 to 5 years
Technology-related acquired intangibles	5 to 14 years
Customer-related acquired intangibles	6 months to 15 years
Development costs acquired intangibles	10 years
Software	10 years

Customer-related acquired intangible assets include a number of different types of asset.

For example, the shorter end of the useful economic life relates to the order book of acquired

businesses, whilst the longer useful economic life relates to assets such as trademarks.

(h) Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently stated at

their amortised cost less appropriate provision for impairment. The provision for impairment

of receivables is based on lifetime expected credit losses. Lifetime expected credit losses

are calculated by assessing historic credit loss experience, which is then updated for any

reasonable and supportable forward-looking information and expectations. The charges or

reversals in the provision are recognised as part of administrative and shared services within

the Consolidated Statement of Income.

(i) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost includes materials,

direct labour, an attributable proportion of production overheads based on normal operating

capacity and all other expenditure incurred in acquiring the inventories and bringing them to

their existing location and condition. Net realisable value is the estimated selling price in the

ordinary course of business, less the estimated costs of completion and selling expenses.

Provision is made for obsolete, slow-moving and defective stock where appropriate in light of recent

usage, expected future requirements, new product introduction plans and likely realisable values.

As outlined in Note (p) below, the revenue associated with both the sale and installation of

certain complex products is recognised at the time that the installation is completed. The net

realisable value associated with complex products is included in finished goods inventories

where the installation has not yet been completed.

(j) Cash and cash equivalents

Cash and cash equivalents are carried in the Statement of Financial Position at amortised cost.

Cash and cash equivalents include cash at bank and in hand, investments in money-market

funds and short-term deposits with a maturity of three months or less on inception. Bank

overdrafts that are repayable on demand and form an integral part of the Group’s cash

management are included as a component of cash and cash equivalents for the purpose

of the Statement of Cash Flows.

Material accounting policies continued

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(k) Impairment of non-current assets

All non-current assets are tested for impairment whenever events or circumstances indicate

that their carrying value may be impaired. Additionally, goodwill is subject to an annual

impairment review.

For the purposes of impairment testing, assets are grouped together into the smallest group

of assets that generates cash flows from continuing use that are largely independent of the

cash inflows from other groups of assets.

An impairment loss is recognised in the Consolidated Statement of Income under the

administration and shared services heading, to the extent that an asset’s carrying value, or a

CGU's carrying value, exceeds its recoverable amount, which represents the higher of its net

realisable value and its value in use. Value in use is the present value of the future cash flows

expected to be derived from the asset or from the CGU to which it relates. The present value is

calculated using a discount rate that reflects the current market assessment of the time value

of money and the risks specific to the asset concerned.

Impairment losses recognised in previous periods for an asset other than goodwill are

reversed if there has been a change in estimates used to determine the asset’s recoverable

amount, but only to the extent that the carrying amount of the asset does not exceed

its carrying amount had the impairment loss not been recognised in previous periods.

Impairment losses in respect of goodwill are not reversed.

Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying

amount of any goodwill allocated to CGUs and then to reduce the carrying amount of the

other assets in the unit.

(l) Employee benefits

The Group operates a number of defined benefit and defined contribution plans which require

contributions to be made to independent trustee-administered funds.

(i) Defined contribution plans

Obligations for contributions to defined contribution pension plans are recognised as an

expense in the Consolidated Statement of Income as incurred.

(ii) Defined benefit plans

The Group’s net obligation in respect of defined benefit pension plans is calculated separately

for each plan by estimating the amount of future benefit that current and past employees

have earned in return for their service in prior periods. That benefit is discounted to determine its

present value and is deducted from the fair value of any plan assets. Surpluses in schemes are

recognised as assets only if they represent economic benefits available to the Group in the future.

The calculation is performed by a qualified actuary using the projected unit credit method.

All actuarial gains and losses in calculating the Group’s net obligation are recognised in the

Consolidated Statement of Comprehensive Income in the year.

The charge to the Consolidated Statement of Income reflects the current service cost. The

interest expense or income is calculated on the net defined benefit asset by applying the

discount rate to the net defined benefit asset, and is included within financial expenditure or

financial income in the Consolidated Statement of Income respectively.

(iii) Share-based payment transactions

The fair value of equity-settled share option programmes is measured at grant date and

charged to the Consolidated Statement of Income, with a corresponding increase in equity, on a

straight-line basis over the period during which the employees become unconditionally entitled

to the options. The fair value of the options granted is measured using an option valuation

model, taking into account the terms and conditions upon which the options were granted.

The amount recognised as an expense is adjusted to reflect the actual number of share options

that vest, except where forfeiture is only due to market performance conditions not being met.

Material accounting policies continued

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(m) Provisions

A provision is recognised in the Consolidated Statement of Financial Position when the Group

has a present legal or constructive obligation as a result of a past event and it is probable that

an outflow of economic benefits will be required to settle the obligation. A provision for warranty

and product-related liability is recognised when the underlying products are sold. A provision for

restructuring is recognised when the Group has approved a detailed and formal restructuring

plan and the restructuring has either commenced or has been announced publicly.

A provision for onerous contracts is recognised when the expected benefits to be derived

by the Group from a contract are lower than the unavoidable cost of meeting its obligations

under the contract. A provision for a claim or dispute is made when it is considered probable

that an adverse outcome will occur and the amount of the loss can be reasonably estimated.

Contractual and other provisions represent the Directors’ best estimate of the cost of settling

future obligations where the Directors, taking into account professional advice received,

assess that it is more likely than not that such proceedings may be successful.

If the effect is material, provisions are determined by discounting the expected future cash

flows at a pre-tax rate that reflects current market assessments of the time value of money

and, where appropriate, the risks specific to the liabilities.

(n) Customer deposits

Customer deposits are classified as contract liabilities and included within trade and other

payables in the Statement of Financial Position.

Customer deposits represent the cash payments received or consideration due from

customers prior to the recognition of revenue in respect of product sales; for example, deposits

received on order (and shipment in the case of complex products where revenue is not

recognised until installation).

(o) Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction

costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost

with any difference between cost and redemption value being recognised in the Consolidated

Statement of Income over the period of the borrowings on an effective interest basis.

(p) Revenue

Revenue is recognised in the Consolidated Statement of Income when the performance

conditions in the contract with the customer are met.

In most cases where the contract includes the sale of both a product and installation then

the sale of the product and the related installation are treated as two separate performance

conditions. This is because the Group considers that the customer is able to benefit from

the product even if the Group does not supply installation, ie it would be possible for them

to arrange installation by a third party. In such situations, revenue in respect of the product

is recognised when control passes to the customer which is normally upon shipment of the

product. Revenue in respect of the installation is recognised when the customer confirms

acceptance of the installation. Revenue in respect of both product and installation is

recognised at a point when it is considered the performance conditions are met.

Revenue is allocated between the product and installation based on the relative standalone

selling prices of those products and installation activities. Where it is difficult to establish a

standalone selling price by a market comparator, the standalone selling price is estimated,

where required, by applying the cost plus margin approach.

A receivable is recognised for products when control passes over to the customer, and for

installation when the customer confirms acceptance of the installation, since this is the point

in time that the consideration is unconditional because only the passage of time is required

before the payment is due.

In the case of fixed-price contracts, the customer pays the fixed amount based on a payment

schedule. If the performance obligations met by the Group exceed the payment, a contract

asset is recognised. If the payments exceed the performance obligation, a contract liability

is recognised.

Within service revenue, revenue for fixed-term maintenance and support contracts is

recognised over time using the output method by determining the proportion of the elapsed

time relative to the contract period.

Revenue excludes value added tax and similar sales-based taxes and is stated before

commission payable to agents which is recognised in cost of sales.

Material accounting policies continued

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(q) Income taxes

Income tax on the profit or loss for the year comprises current and deferred tax. Income tax

is recognised in the Consolidated Statement of Income except to the extent that it relates to

items recognised directly in equity, in which case it is recognised in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates

enacted or substantively enacted at the reporting date, and any adjustment to tax payable

in respect of previous years.

Tax positions are reviewed to assess whether a provision should be made based on prevailing

circumstances. Tax provisions are included within current taxation liabilities.

Deferred tax is recognised in respect of temporary differences between the carrying amounts

of assets and liabilities for financial reporting purposes and the amounts used for taxation

purposes. The following temporary differences are not provided for: the initial recognition

of goodwill; the initial recognition of assets or liabilities that affect neither accounting nor

taxable profit; and differences relating to investments in subsidiaries to the extent that they

will probably not reverse in the future.

The amount of deferred tax provided is based on the expected manner of realisation or

settlement of the carrying amount of assets and liabilities, using tax rates enacted or

substantively enacted at the Statement of Financial Position date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable

profits will be available against which the asset can be utilised. Deferred tax assets are

reduced to the extent that it is no longer probable that the related tax benefit will be realised.

Deferred tax assets are measured on an undiscounted basis.

Additional income taxes that arise from the distribution of dividends are recognised at the

same time as the liability to pay the related dividend.

Where there is uncertainty surrounding an income tax position, consideration is given to

whether the tax authority (with full knowledge of the facts) would probably be more or less

likely to accept the uncertain tax position. If the conclusion reached is that it is probable that

the tax authority would not accept a tax position, a provision is calculated either as the most

likely outcome (where the possible outcomes are binary or concentrated on one value) or

as the expected value (where there is a range of possible outcomes) depending on which

method would provide the better prediction for the resolution of the uncertainty.

(r) Leases

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 earlier of the end of the useful life of the right-of-use asset or

the end of the lease term. The estimated useful lives of right-of-use assets are determined

on the same basis as those of property 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 lessee’s incremental borrowing rate. Generally, the

Group uses its incremental borrowing rate as the discount rate.

Lease payments included in the measurement of the lease liability comprise fixed payments.

Material accounting policies continued

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(r) Leases continued

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, if there is a change in the Group’s estimate of the amount expected to be

payable under a residual value guarantee, or if the Group changes its assessment of whether

it will exercise a purchase, extension or termination option. If such remeasurement is required,

it is performed using the original incremental borrowing rate, unless there is a change in

estimated lease term; in which case it is performed using a new incremental borrowing rate.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the

carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount

of the right-of-use asset has been reduced to zero.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term

leases of machinery that have a lease term of 12 months or less and leases of low-value

assets, including IT equipment. The Group recognises the lease payments associated with

these leases as an expense on a straight-line basis over the lease term.

(s) Segment reporting

An operating segment is a distinguishable component of the Group that engages in business

activities from which it may earn revenues and incur expenses, including any revenues and

expenses that relate to transactions with any of the Group’s other components. Operating

components are combined into aggregated operating segments to the extent that they

have similar economic characteristics. Aggregated operating segments’ operating results

are reviewed regularly by the Group’s Board of Directors to make decisions about resources

to be allocated to the segment and to assess its performance, for which discrete financial

information is available. Segment results that are reported to the Board include items directly

attributable to a segment as well as those that can be allocated on a reasonable basis.

A reportable segment is an aggregated operating segment in respect of which revenue or

profit exceeds 10% of the Group total. Discrete financial information is disclosed for each

reportable segment.

Material accounting policies continued

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1 Segment information

As required by IFRS 8 Operating Segments, the segmental structure reflects the current

internal reporting provided to the Chief Operating Decision Maker (deemed to be the

Executive Directors).

The Group is organised into two segments:

• The Imaging & Analysis segment comprises a group of businesses focusing on microscopy,

cameras, analytical instruments and software.

• The Advanced Technologies segment comprises a group of businesses focusing on

compound semiconductor fabrication equipment and X-ray tubes.

Discrete financial information is available for each segment and used by the Executive

Directors for decisions on resource allocation and to assess performance. The Group’s

internal management structure and financial reporting systems differentiate the two

operating segments.

The NanoScience business is classified as a discontinued operation and is not included in

the segment results, further information can be found in Note 13. It was previously reported

within the Advanced Technologies segment. The reported segment results are from

continuing operations.

Revenue by segment is further disaggregated between product revenue recognised at a

point in time and service revenue recognised over time.

Results

	Imaging &	Advanced
	Analysis	Technologies	Total
Year ended 31 March 2026	£m	£m	£m
External product revenue	253.0	90.9	343.9
External service revenue	61.7	17.6	79.3
Total segment revenue	314.7	108.5	423.2
Segment adjusted operating profit	70.9	2.8	73.7

	Imaging &	Advanced
	Analysis	Technologies	Total
Year ended 31 March 2025 as restated 1	£m	£m	£m
External product revenue	270.1	94.4	364.5
External service revenue	60.4	18.5	78.9
Total segment revenue	330.5	112.9	443.4
Segment adjusted operating profit	73.2	6.3	79.5

1 Comparative information has been restated to present the results of the disposed business as discontinued

operations. Detailed information can be found in Note 13.

No individual customer accounts for more than 10% of revenue.

As at 31 March 2026, the Group had unfulfilled performance obligations under IFRS 15 of

£225.4m (2025: £262.6m). It is anticipated that £225.4m (2025: £261.9m) of this balance will be

satisfied within one year.

Notes to the consolidated financial statements

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1 Segment information continued

Reconciliation of reportable segment profit

	Imaging &	Advanced	Unallocated
	Analysis	Technologies	Group items	Total
Year ended 31 March 2026	£m	£m	£m	£m
Segment adjusted operating profit	70.9	2.8	–	73.7
Defined benefit pension scheme buy-in costs	–	–	(0.9)	(0.9)
Transaction-related costs	(0.3)	–	–	(0.3)
Restructuring costs and charges
associated with management changes	(4.3)	(4.5)	(1.1)	(9.9)
Profit on disposal of assets	–	3.7	–	3.7
Amortisation of acquired intangibles	(7.3)	–	–	(7.3)
Fair value movement on financial derivatives	–	–	(1.0)	(1.0)
Financial income	–	–	3.1	3.1
Financial expenditure	–	–	(2.6)	(2.6)
Profit/(loss) before income tax	59.0	2.0	(2.5)	58.5

	Imaging &	Advanced	Unallocated
	Analysis	Technologies	Group items	Total
Year ended 31 March 2025 as restated 1	£m	£m	£m	£m
Segment adjusted operating profit	73.2	6.3	–	79.5
Transaction-related costs	(0.7)	–	–	(0.7)
Restructuring costs and charges associated
with management changes	(1.8)	(5.4)	(0.6)	(7.8)
Impairment of goodwill	(26.0)	–	–	(26.0)
Amortisation of acquired intangibles	(9.0)	(0.2)	–	(9.2)
Fair value movement on financial derivatives	–	–	(0.3)	(0.3)
Financial income	–	–	2.6	2.6
Financial expenditure	–	–	(2.0)	(2.0)
Release of contingent consideration	2.1	–	–	2.1
Profit/(loss) before income tax	37.8	0.7	(0.3)	38.2

1 Comparative information has been restated to present the results of the disposed business as discontinued

operations. Detailed information can be found in Note 13.

	Carrying amount of		Carrying amount of
	segment assets		segment liabilities
	2026	2025	2026	2025
	£m	£m	£m	£m
Imaging & Analysis	267.4	249.5	(77.2)	(78.9)
Advanced Technologies	136.9	136.0	(65.7)	(52.9)
Unallocated Group items	13.2	13.2	(35.3)	(35.5)
NanoScience assets and liabilities classed
as discontinued operations	–	64.9	–	(27.5)
Total segment assets and liabilities	417.5	463.6	(178.2)	(194.8)
Cash and borrowings	106.9	94.1	(12.9)	(9.7)
Derivative financial instruments	2.1	2.2	(1.0)	(0.6)
Retirement benefits	9.2	24.4	(1.2)	(0.9)
Taxation	16.4	20.5	(18.6)	(22.7)
Consolidated total assets and liabilities	552.1	604.8	(211.9)	(228.7)

	Imaging &	Advanced	Unallocated
	Analysis	Technologies	Group items	Total
Year ended 31 March 2026	£m	£m	£m	£m
Capital expenditure	(2.2)	(4.7)	(0.5)	(7.4)
Depreciation of property, plant and equipment	(2.6)	(3.5)	(0.5)	(6.6)
Amortisation of right-of-use assets	(2.1)	(1.2)	(2.0)	(5.3)
Amortisation and impairment of intangibles	(7.3)	(0.1)	(0.3)	(7.7)
Capitalised development expenditure	(1.4)	(1.0)	–	(2.4)

Notes to the consolidated financial statements continued

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1 Segment information continued

Reconciliation of reportable segment profit continued

	Imaging &	Advanced	Unallocated
	Analysis	Technologies	Group items	Total
Year ended 31 March 2025 as restated 1	£m	£m	£m	£m
Capital expenditure	(3.9)	(9.4)	(0.3)	(13.6)
Depreciation of property, plant and equipment	(2.9)	(1.7)	(0.6)	(5.2)
Amortisation of right-of-use assets	(2.2)	(1.2)	(2.0)	(5.4)
Amortisation and impairment of intangibles	(35.6)	(0.5)	(0.5)	(36.6)
Capitalised development expenditure	(0.8)	(0.1)	–	(0.9)

The Group’s revenue by destination of the end user is as follows:

		2025 as
	2026	restated 1
Revenue	£m	£m
UK	15.2	15.9
China	95.0	103.1
Japan	44.7	44.7
USA	103.9	111.4
Germany	34.9	38.3
Rest of Europe	62.7	46.4
Rest of Asia	49.1	62.4
Rest of World	17.7	21.4
	423.2	443.6

1 Comparative information has been restated to present the results of the disposed business as discontinued

operations. Detailed information can be found in Note 13.

	2026	2025
Non-current assets (excluding deferred tax)	£m	£m
UK	141.2	172.3
China	2.2	2.0
Japan	4.3	5.4
USA	12.6	11.2
Germany	27.0	30.0
Rest of Europe	42.7	41.4
Rest of Asia	0.6	0.5
Rest of World	0.2	0.2
	230.8	263.0

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs)

The Group uses Alternative Performance Measures (APMs) which are not defined or

specified under IFRS. These measures are used by management and the Board to monitor

the performance of the business, in addition to statutory financial measures.

APMs should not be considered as a substitute for, or superior to, measures prepared in

accordance with IFRS. Definitions and reconciliations to the nearest IFRS statutory measures

are provided below.

a) Adjusting Items

Adjusting items are those which management consider should be disclosed separately due

to their size, nature or incidence and that excluding them from certain statutory financial

measures provides stakeholders with additional useful information when comparing across

reporting periods or between industry peers.

These adjusting items are excluded in the calculation of adjusted operating profit, adjusted

profit before tax, adjusted profit for the period, adjusted EPS, adjusted cash conversion and

adjusted effective tax rate. Details of adjusting items are given below.

	2026	2025
	£m	£m
Defined benefit pension scheme buy-in costs	0.9	–
Transaction-related costs	0.3	0.7
Impairment of goodwill	–	26.0
Restructuring costs and charges associated with management
changes	9.9	7.8
Profit on disposal of assets	(3.7)	–
Amortisation of acquired intangibles	7.3	9.2
Fair value movement on financial derivatives	1.0	0.3
Release of contingent consideration	–	(2.1)
Total adjusting items to operating profit	15.7	41.9
Unwind of discount in respect of contingent consideration	0.8	0.6

	2026	2025
	£m	£m
Total adjusting items to profit before tax	16.5	42.5
Tax effect of adjusting items	(3.6)	(4.4)
Total adjusting items to profit from continuing operations	12.9	38.1
Gain on disposal of NanoScience net of transaction costs and tax	(6.8)	1.1
Total adjusting items to profit for the year	6.1	39.2

Defined benefit pension scheme buy-in costs

In the current year, these represent the costs of one-off charges incurred in the buy-in of the

defined benefit pension scheme.

Transaction-related costs

In the current and prior year, these represent the costs of one-off charges incurred at the

Statement of Financial Position date relating to the acquisitions of FemtoTools.

Impairment of goodwill

In the prior year, the Group’s microscopy and scientific cameras business, Andor Technology,

faced a challenging trading period as a result of continued healthcare and life science market

weakness, loss of revenues in China, and operational challenges with certain product lines.

Actions have been put in place which have improved performance and the outlook for the

business, and no further impairment has been deemed necessary in the current year. Further

information can be found in Note 15.

Restructuring costs and charges associated with management changes

Costs incurred of £9.9m (2025: £7.8m) relating to restructuring and management changes,

as well as to the relocation of semiconductor equipment production to a new facility in

Severn Beach.

Profit on disposal of assets

In the current year, this represents the profit on disposal of the Yatton site following the

relocation of our semiconductor equipment production to a new facility in Severn Beach.

Amortisation and impairment of acquired intangibles

Adjusted profit excludes the non-cash amortisation and impairment of acquired

intangible assets, consistent with prior periods and peers.

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs) continued

a) Adjusting Items continued

Fair value movement on financial derivatives

Under IFRS 9, all derivative financial instruments are recognised initially at fair value.

Subsequent to initial recognition, they are also measured at fair value. In respect of

instruments used to hedge foreign exchange risk and interest rate risk, the Group does not

take advantage of the hedge accounting rules provided for in IFRS 9 since that standard

requires certain stringent criteria to be met in order to hedge account, which, in the particular

circumstances of the Group, are considered by the Board not to bring any significant economic

benefit. Accordingly, the Group accounts for these derivative financial instruments at fair

value through profit or loss. To the extent that instruments are hedges of future transactions,

adjusted profit for the period is stated before changes in the valuation of these instruments

so that the core trading performance of the Group can be more clearly seen.

Release of contingent consideration

In the prior year, this represents the release of the earn-out provision in respect of the

acquisition of First Light Imaging.

Unwind of discount in respect of contingent consideration

There is an adjustment for the unwind of the discount in respect of the contingent

consideration on the acquisition of FemtoTools (Note 12).

Adjusted income tax expense

Statutory income tax is adjusted for the income tax impact on the adjusting items

described above.

Gain on disposal of NanoScience net of transaction costs and tax

Consideration receivable on disposal of the NanoScience business, less the carrying value

of net assets disposed, transaction costs and associated tax.

b) Adjusted operating profit

Adjusted operating profit is the Group’s statutory operating profit excluding amortisation of

acquired intangibles and other adjusting items to operating profit listed in a) above.

	2026	2025
	£m	£m
Statutory operating profit	58.0	37.6
Adjusting items to operating profit per a) above	15.7	41.9
Adjusted operating profit	73.7	79.5

c) Adjusted profit before tax and adjusted profit

The adjustments in calculating adjusted profit before tax are consistent with those in calculating

adjusted operating profit as above. There is a further adjustment for the unwind of the discount

in respect of the contingent consideration on the acquisition of FemtoTools (Note 8).

Statutory income tax is adjusted for the income tax impact of these items to arrive at

adjusted profit.

	2026	2025
	£m	£m
Statutory profit before tax	58.5	38.2
Adjusting items to operating profit per a) above	15.7	41.9
Unwind of discount in respect of contingent consideration	0.8	0.6
Total adjusting items to profit before tax	16.5	42.5
Adjusted profit before tax	75.0	80.7
Adjusted income tax expense	(17.6)	(17.4)
Adjusted profit from continuing operations	57.4	63.3
Adjusted effective tax rates	23.5%	21.6%

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs) continued

d) Adjusted Basic and Diluted Earnings Per Share (EPS)

Adjusted basic EPS from continuing operations is calculated using adjusted profit from

continuing operations and dividing by the weighted average number of shares in issue.

Adjusted profit from continuing operations is calculated as follows:

	2026	2025
	£m	£m
Profit for the period from continuing operations	44.5	25.2
Adjusting items (from a) above)	16.5	42.5
Tax effect on adjusting items	(3.6)	(4.4)
Adjusted profit for the period from continuing operations	57.4	63.3
Weighted average shares in issue	57.0	58.0
Effect of shares under option	0.6	0.7
Number of ordinary shares per diluted earnings
per share calculation	57.6	58.7
Basic adjusted EPS	100.7p	109.1p
Diluted adjusted EPS	99.7p	107.8p

Adjusted diluted EPS from continuing operations is calculated using the adjusted profit from

continuing operations and dividing by the weighted average number of shares in issue,

augmented by an assumed conversion value of all potentially dilutive ordinary shares.

Adjusted basic EPS from discontinued operations is calculated in the same way but using

adjusted profit/(loss) from discontinued operations.

Adjusted profit/(loss) from discontinued operations is calculated as follows:

	2026	2025
	£m	£m
Profit/(loss) for the period from discontinued operations	3.7	0.8
Adjusting items:
Gain on disposal before transaction costs	(15.8)	–
Transaction related costs related to the sale of NanoScience
business	5.7	1.1
Tax effect on adjusting items	3.3	–
Adjusted profit for the period from discontinued operations	(3.1)	1.9
Adjusted basic EPS	(5.4p)	3.3p
Adjusted diluted EPS	(5.4p)	3.2p

Adjusted EPS for the Group is the sum of the adjusted EPS for continuing operations and

discontinued operations.

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs) continued

e) Organic constant currency (OCC)

OCC is used to assess performance between reporting periods excluding the impact of

new acquisitions, disposals and movements in exchange rates. The prior year results are

translated at the current reporting year’s average exchange rates. Results from acquisitions

are not included until the prior year includes a full year of performance. Disposals are always

excluded from the current and prior year.

Revenue and adjusted operating profit are reconciled to OCC results as follows:

Group performance

						OCC
£'m	FY25	FX	Acquisitions	OCC	FY26	change	Change
Orders	423.4	(8.7)	2.0	33.7	450.4	+8.0%	+6.4%
Revenue	443.4	(8.1)	1.4	(13.5)	423.2	(3.1%)	(4.6%)
Adjusted operating profit	79.5	(4.6)	0.1	(1.3)	73.7	(1.6%)	( 7.3%)
Adjusted operating margin	17.9%			18.2%	17.4%	+30 bps	(50) bps

Imaging and Analysis division performance

						OCC
£'m	FY25	FX	Acquisitions	OCC	FY26	change	Change
Orders	318.6	(7.6)	2.0	4.3	317.3	+1.3%	(0.4%)
Revenue	330.5	(7.3)	1.4	(9.9)	314.7	(3.0%)	(4.8%)
Adjusted operating profit	73.2	(4.1)	0.1	1.7	70.9	2.3%	(3.1%)
Adjusted operating margin	22.1%			23.3%	22.5%	+120bps	+40bps

Advanced Technologies division performance

						OCC
£'m	FY25	FX	Acquisitions	OCC	FY26	change	Change
Orders	104.8	(1.1)	–	29.4	133.1	+28.1%	+27.0%
Revenue	112.9	(0.8)	–	(3.6)	108.5	(3.2%)	(3.9%)
Adjusted operating profit	6.3	(0.5)	–	(3.0)	2.8	(47.6%)	(55.6%)
Adjusted operating margin	5.6%			3.0%	2.6%	(260) bps	(300) bps

f) Cash conversion

Cash conversion is calculated as adjusted cash generated from operations as a percentage

of adjusted operating profit.

Reconciliation of cash generated from operations	2026	2025
to adjusted operating cash flow	£m	£m
Cash from operations	62.8	80.3
Add back:
Pension scheme payment above charge to operating profit	3.8	7.9
Non-recurring items	11.1	5.1
Capitalised development expenditure	(2.4)	(1.0)
Net proceeds/(expenditure) on tangible and intangible assets	(2.6)	(11.3)
Payments made in respect of lease liabilities	(5.2)	(5.4)
Adjusted cash from operations	67.5	75.6
Adjusted operating profit	73.7	79.5
Cash conversion %	92%	95%

Normalised cash conversion excludes certain large investments, typically related to property,

plant and equipment, where these investments are not deemed to be operational in nature.

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs) continued

f) Cash conversion continued

The items excluded from adjusted cash from operations to determine normalised cash

conversion are as follows:

	2026	2025
	£m	£m
Adjusted cash from operations	67.5	75.6
Add back:
Capital expenditure related to completion of the Severn Beach facility	1.5	5.3
Capital expenditure relating to the purchase of a new building
in High Wycombe	1.3	–
Net proceeds on the sale of the Yatton facility	(4.8)	–
Normalised adjusted cash from operations	65.5	80.9
Adjusted operating profit	73.7	79.5
Normalised cash conversion %	89%	102%

g) Free cash flow

Free cash flow (FCF) is calculated as net operating cash flow cash flow after deducting cash

outflows (or adding cash inflows) for interest income, taxation, capitalised development

expenditure, expenditure on intangible and tangible fixed assets and payments made with

respect to finance leases. FCF represents cash available to the Group to service debt, return

capital to shareholders, through dividends or share buybacks, or invest in other corporate

development activity such as acquisitions. The priorities for deploying free cash flow are

guided by the Group’s capital allocation priorities.

		2025 as
	2026	restated (1)
	£m	£m
Adjusted operating profit	73.7	79.5
Depreciation and amortisation	12.4	11.9
Adjusted EBITDA	86.1	91.4
Working capital movement	(12.1)	2.0
(Profit)/loss on disposal of plant, property and equipment	(3.7)	1.3
Non-recurring items	(7.4)	(6.4)
Equity settled share schemes	3.7	(0.1)
Pension scheme payment above charge to operating profit	(3.8)	(7.9)
Cash generated by operations	62.8	80.3
Add/(deduct):
Interest income	0.4	1.0
Tax paid	(11.1)	(19.8)
Capitalised development expenditure	(2.4)	(1.0)
Expenditure on tangible and intangible assets	(2.6)	(11.3)
Payments made in respect of finance leases	(5.2)	(5.4)
Free Cash Flow (FCF)	41.9	43.8
The reconciliation to net increase in cash and cash equivalents is as follows:
Free Cash Flow (FCF)	41.9	43.8
Acquisition of subsidiaries, net of cash acquired	–	(15.4)
Net cash flow on disposal of business	42.4	–
Share buyback	(62.2)	–
Dividends paid	(13.0)	(12.1)
Proceeds from issue of share capital and exercise of share options	0.1	–
Decrease in borrowings	(0.4)	(0.8)
Net increase in cash and cash equivalents from continuing operations	8.8	15.5
Net decrease in cash and cash equivalents from discontinued
operations	0.7	(12.2)
Net increase in cash and cash equivalents	9.5	3.3
Effect of exchange rate fluctuations on cash held	(0.3)	(3.5)
Closing cash	94.5	85.3
Borrowings	(0.5)	(0.9)
Net cash	94.0	84.4

Notes to the consolidated financial statements continued

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2 Alternative Performance Measures (APMs) continued

h) Return on Capital Employed (ROCE)

The return on capital employed ratio is used by management to help ensure that capital

is used efficiently. It is calculated by dividing adjusted operating profit after amortisation of

acquired intangibles, divided by the average of capital employed in the current and the prior

annual reporting periods.

ROCE in FY26 excludes discontinued operations from both adjusted operating profit and from

average capital employed.

	2026	2025
	£m	£m
Adjusted operating profit	73.7	82.2
Amortisation of acquired intangible assets	(7.3)	(9.2)
Adjusted operating profit after amortisation
of acquired intangible assets	66.4	73.0
Property, plant and equipment	76.4	85.6
Right-of-use assets	29.9	29.9
Intangible assets	112.7	121.8
Long-term receivables	1.0	1.0
Inventories	72.5	99.1
Trade and other receivables	125.0	126.2
Lease liabilities	(27.8)	(26.7)
Provisions	(1.2)	(1.3)
Trade and other payables	(137.6)	(153.7)
Contingent consideration	(4.7)	(4.0)
Lease liabilities	(3.8)	(4.5)
Provisions	(3.1)	(4.6)
Capital employed	239.3	268.8
Capital employed for continuing operations 2025	231.4
Average capital employed	235.4	269.0
Return on capital employed (ROCE)	28.2%	27.1%

i) Return on Invested Capital (ROIC)

ROIC is an alternative metric used for assessing how efficiently capital is deployed in the

company. It is calculated by dividing adjusted operating profit after tax by average invested

capital across the current and prior years. Invested capital is defined as total equity, less net

cash and lease liabilities.

ROIC in FY26 excludes discontinued operations from both adjusted operating profit and from

average capital employed.

	2026	2025
	£m	£m
Adjusted operating profit	73.7	82.2
Taxation	(17.6)	(17.4)
Adjusted operating profit after taxation	56.1	64.8
Total equity	340.2	376.1
Less: net cash and lease liabilities	(62.4)	(53.2)
Invested capital	27 7.8	322.9
Invested capital for continuing operations 2025	285.5
Average invested capital	281.7	319.1
Return on invested capital (ROIC)	19.9%	20.3%

APMs have limitations as analytical tools and should be considered alongside statutory

results. They may not be comparable to similarly titled measures used by other companies.

Notes to the consolidated financial statements continued

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3 Profit for the year

Statutory profit for the year has been determined after charging/(crediting):

	2026	2025
	£m	£m
Foreign exchange gain	(1.7)	(0.5)
Research and development	37. 1	38.7
Depreciation of property, plant and equipment	6.7	5.1
(Profit)/loss on disposal of plant, property and equipment	(3.7)	1.3
Amortisation of right-of-use assets	5.3	5.4
Amortisation of acquired intangibles	7.7	7.7
Impairment of goodwill	–	26.0
Cost of inventories recognised as an expense	146.1	190.9
Write downs of inventories recognised as an expense	0.2	0.6
Contributions to defined contribution plans	5.5	6.8
Defined benefit income (Note 25)	–	(0.1)
Charge/(credit) in respect of employee share options	3.7	(0.1)
Loss allowance on trade receivables	0.6	1.1

4 Research and development (R&D)

The total R&D spend by the Group as part of continuing operations is as follows:

	Imaging &	Advanced
	Analysis	Technologies	Total
Year ended 31 March 2026	£m	£m	£m
R&D expense charged to the Consolidated Statement
of Income	23.7	13.4	37.1
Less: depreciation of R&D-related fixed assets	(0.2)	–	(0.2)
Less: amortisation and impairment of R&D costs
previously capitalised as intangibles	–	(0.1)	(0.1)
Add: amounts capitalised as intangible assets	1.4	1.0	2.4
Total cash spent on R&D during the year	24.9	14.3	39.2

	Imaging &	Advanced
	Analysis	Technologies	Total
Year ended 31 March 2025	£m	£m	£m
R&D expense charged to the Consolidated Statement
of Income	24.8	13.9	38.7
Less: depreciation of R&D-related fixed assets	(0.2)	–	(0.2)
Less: amortisation of R&D costs previously capitalised
as intangibles	(0.6)	(0.3)	(0.9)
Add: amounts capitalised as intangible assets	0.8	0.1	0.9
Total cash spent on R&D during the year	24.8	13.7	38.5

Notes to the consolidated financial statements continued

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5 Employee information

Personnel costs incurred during the year were as follows:

	2026	2025
	£m	£m
Wages and salaries	133.4	143.0
Social security costs	18.1	17.0
Contributions to defined contribution plans (Note 25)	5.5	6.8
Defined benefit income (Note 25)	–	(0.1)
Charge/(credit) in respect of employee share options	3.7	(0.1)
	160.7	166.6

Included in the total above is £13.1m (2025: £16.1m) relating to discontinued operations.

Directors' remuneration during the year was as follows:

	2026	2025
	£m	£m
Short-term benefits	2.1	2.4
Post-employment benefits	0.1	0.1
Charge in respect of share options	0.6	0.2
	2.8	2.7

Further details of Directors' remuneration are disclosed in the Remuneration Report on pages

156 to 171 of this Report and Financial Statements.

The average monthly number of people employed by the Group (including Directors and

temporary employees) during the year was as follows:

	2026	2025
	number	number
Production	837	912
Sales and Marketing	636	620
Research and Development	418	474
Administration and Shared Services	295	328
	2,186	2,334

6 Auditor's remuneration

	2026	2025
	£'000	£'000
Audit of these Financial Statements	1,044	381
Amounts received by the auditor and its associates in respect of:
– Audit of Financial Statements of subsidiaries pursuant to legislation	345	809
– Audit-related assurance services	–	53
– Other non-audit services	24	8
Total fees payable to the auditor and its associates	1,413	1,251

The other non-audit services comprise of regulatory tax return preparation and VAT advice in

a limited number of jurisdictions, completed prior to the audit tender. For further details please

refer to the Audit and Risk Committee Report on pages 127 to 136, and the Independent

Auditor's Report on pages 241 to 249.

7 Financial income

	2026	2025
	£m	£m
Interest receivable	1.6	1.6
Interest credit on pension scheme net assets	1.5	1.0
	3.1	2.6

8 Financial expenditure

	2026	2025
	£m	£m
Bank interest payable	1.2	0.8
Interest on lease liabilities	0.6	0.6
Unwind of discount on contingent consideration	0.8	0.6
	2.6	2.0

Notes to the consolidated financial statements continued

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9 Taxation

Income tax expense

	2026	2025
	£m	£m
Recognised in the Consolidated Statement of Income
Current tax expense
Current year	14.6	12.6
Adjustment in respect of prior years	0.3	(2.5)
	14.9	10.1
Deferred tax expense
Origination and reversal of temporary differences	(0.8)	3.7
Adjustment in respect of prior years	(0.1)	–
	(0.9)	3.7
Total tax expense	14.0	13.8
Reconciliation of effective tax rate
Profit before income tax	58.5	38.2
Income tax using the weighted average statutory tax rate of 26%
(2025: 25%)	14.9	9.5
Tax rates other than the weighted average statutory rate	0.5	1.1
Change in rate at which deferred tax recognised	(0.9)	(0.9)
Transaction costs, deferred consideration and impairments not deductible for tax	0.7	7.0
Non-taxable income	(0.7)	(0.2)
Non-deductible expenses	1.0	0.3
Tax incentives – technology-related	(2.1)	(1.1)
Movement in unrecognised deferred tax	0.4	0.2
Adjustment in respect of prior years	0.2	(2.5)
Total tax expense	14.0	13.4

Notes to the consolidated financial statements continued

	2026	2025
	£m	£m
Taxation credit recognised directly in other comprehensive income
Current tax – relating to employee benefits	(1.3)	(0.1)
Deferred tax – relating to employee benefits	(3.9)	(0.1)
Taxation (credit)/charge recognised directly in equity
Current tax – relating to share options	(0.1)	(0.3)
Deferred tax – relating to share options	(0.1)	0.5

The UK deferred tax assets and liabilities have been calculated based on the enacted rate of 25%.

The Group carries tax provisions in relation to uncertain tax positions arising from the possible

outcome of negotiations with tax authorities. The provision is calculated using the expected

value method from a range of possibilities and assumes that the tax authorities have full

knowledge of the facts. Such provisions reflect the geographical spread of the Group’s

operations and the variety of jurisdictions in which it carries out its activities.

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9 Taxation continued

Deferred tax

	Property,
	plant and		Employee	Intangible	Tax
	equipment	Inventory	benefits	assets	losses	Other	Total
	£m	£m	£m	£m	£m	£m	£m
Balance at 1 April 2024	(7.5)	4.3	2.4	(6.1)	3.4	4.3	0.8
Recognised in income	(1.6)	0.4	(2.6)	2.3	(2.0)	(0.2)	(3.7)
Recognised in other comprehensive income	–	–	0.1	–	–	–	0.1
Recognised directly in equity	–	–	(0.8)	–	–	–	(0.8)
Acquired on business
combination	–	–	0.1	(2.1)	–	–	(2.0)
Effect of movements in foreign exchange rates	–	0.1	–	0.1	(0.1)	(0.1)	–
Balance at 31 March 2025	(9.1)	4.8	(0.8)	(5.8)	1.3	4.0	(5.6)
Recognised in income	0.2	0.7	(0.2)	0.7	0.5	(1.8)	0.1
Recognised in other comprehensive income	–	–	3.9	–	–	–	3.9
Recognised directly in equity	–	–	0.1	–	–	–	0.1
Disposals of business	1.3	(0.3)	–	–	(0.2)	(0.1)	0.7
Effect of movements in foreign exchange rates	–	–	–	(0.3)	–	–	(0.3)
Balance at 31 March 2026	(7.6)	5.2	3.0	(5.4)	1.6	2.1	(1.1)

The deferred tax category of 'Other' includes deferred tax recognised on accounting general

liability accruals/provisions, deferred revenue and bad debts. Deferred tax is recognised on

provisions made against inventory on which tax relief has not yet been granted.

Certain deferred tax assets and liabilities have been offset as follows:

	Assets		Liabilities		Net
	2026	2025	2026	2025	2026	2025
	£m	£m	£m	£m	£m	£m
Gross assets/(liabilities)	12.8	16.5	(13.9)	(22.1)	(1.1)	(5.6)
Offset	(2.8)	(5.4)	2.8	5.4	–	–
Net assets/(liabilities)	10.0	11.1	(11.1)	(16.7)	(1.1)	(5.6)

Deferred tax assets have not been recognised in respect of the following items:

	2026	2025
	£m	£m
Tax losses	0.8	0.5

The tax losses and the deductible temporary differences do not expire under current tax

legislation. Deferred tax assets have not been recognised on tax losses related to gross

unrecognised losses of £3.2m (2025: £1.7m), as it is not probable that future taxable profits will

be available in the subsidiaries concerned against which the Group can utilise the brought

forward tax losses.

No deferred tax liability has been recognised in respect of £49.4m (2025: £52.3m) of

undistributed earnings of overseas subsidiaries since the majority of such distributions would

not be taxable. In other cases the Group considers that it is able to control the timing of

remittances so that any tax is not expected to arise in the foreseeable future.

Notes to the consolidated financial statements continued

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10 Dividends

The following dividends per share were paid by the Group:

	2026	2025
	pence	pence
Previous period final dividend	17.1	15.9
Current period interim dividend	5.4	5.1
	22.5	21.0

The following dividends per share were proposed by the Group in respect of each accounting

period presented:

	2026	2025
	pence	pence
Interim dividend	5.4	5.1
Final dividend	18.2	17.1
	23.6	22. 2

The final dividend for the year to 31 March 2025 of 17.1p per share was approved by

shareholders at the Annual General Meeting on 28 July 2025 and paid on 19 August 2025.

The interim dividend for the year to 31 March 2026 of 5.4p per share was approved by a sub-

committee of the Board on 10 November 2025 and was paid on 9 January 2026.

The proposed final dividend for the year ended 31 March 2026 of 18.2p per share was not

provided at the year end and is subject to shareholder approval at the Annual General

Meeting on 23 July 2026. It is expected to be paid on 18 August 2026, to shareholders on the

the last date of election for the Dividend Reinvestment Plan (DRIP) being 28 July 2026.

Notes to the consolidated financial statements continued

11 Earnings per share

Basic earnings per ordinary share (EPS) is calculated by dividing the profit attributable to

equity shareholders of the parent by the weighted average number of ordinary shares in issue

during the period, excluding ordinary shares held by the Employee Benefit Trust, which have

been treated as if they had been cancelled.

For the purposes of calculating diluted and diluted adjusted EPS, the weighted average number

of ordinary shares is adjusted to include the weighted average number of ordinary shares

that would be issued on the conversion of all potentially dilutive ordinary shares expected to

vest, relating to the company’s share-based payment plans. Potential ordinary shares are only

treated as dilutive when their conversion to ordinary shares would decrease EPS.

The following table shows the weighted average number of shares used in the calculation

and the effect of share options on the calculation of diluted earnings per share:

		2025
		as restated
	2026	(Note 13)
	shares	shares
	million	million
Weighted average number of shares outstanding	57.0	58.0
Effect of shares under option	0.6	0.7
Number of ordinary shares per diluted earnings per share calculations	57.6	58.7

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11 Earnings per share continued

Basic and diluted EPS are based on the profit for the period attributable to equity shareholders

of the parent, as reported in the Consolidated Statement of Income. Adjusted and diluted

adjusted EPS are based on adjusted profit for the period, as reported in Note 3:

	2026			2025 as restated (Note 13)
	£m	Pence	£m	Pence
Profit for the period from continuing operations	44.5	78.1	25.2	43.4
Profit from discontinued operations after tax	3.7	6.5	0.8	1.4
Profit attributable to equity shareholders
of the parent/Basic EPS	48.2	84.6	26.0	44.8
Total underlying adjustments to profit before tax (Note 2)	16.5	28.9	42.5	73.3
Total underlying adjustments to profit before tax on discontinued operations (Note 13)	(6.8)	(11.9)	1.1	1.9
Related tax effects	(3.6)	(6.3)	(4.4)	(7.6)
Adjusted profit/(loss) attributable to equity shareholders of the parent/
adjusted EPS	54.3	95.3	65.2	112.4
Adjusted profit/(loss) attributable to equity shareholders of the parent/
adjusted EPS:
Continuing operations	57.4	100.7	63.3	109.1
Discontinued operations	(3.1)	(5.4)	1.9	3.3
Total adjusted profit	54.3	95.3	65.2	112.4
Diluted basic EPS		83.7		44.3
Diluted adjusted EPS		94.3		111.1

12 Acquisitions

Prior year acquisition of FemtoTools

On 28 June 2024, the Group acquired 100% of the issued share capital of FemtoTools AG

('FemtoTools') on a cash-free, debt-free basis for consideration of CHF 17.9m (£15.8m), with a

further CHF 5.5m (£4.8m) which was conditional on trading performance over a period of 33

months from the acquisition. The conditions for the contingent consideration were meeting

certain revenue, order and margin thresholds. In the calculations below, it has been assumed

that these thresholds will be met.

The book and fair value of the assets and liabilities acquired is given in the table below. Fair value

adjustments have been made to better align the accounting policies of the acquired business with

the Group accounting policies and to reflect the fair value of assets and liabilities acquired.

	Book value	Adjustments	Fair value
	£m	£m	£m
Intangible assets	–	10.5	10.5
Property, plant and equipment	0.3	–	0.3
Inventories	0.6	–	0.6
Trade and other receivables	0.9	–	0.9
Deferred tax	0.1	(2.1)	(2.0)
Trade and other payables	(0.9)	–	(0.9)
Retirement benefit obligations	(0.3)	–	(0.3)
Provisions	(0.1)	–	(0.1)
Cash	1.1	–	1.1
Net assets acquired	1.7	8.4	10.1
Goodwill			9.5
Total consideration			19.6
Net cash acquired			(1.1)
Contingent consideration after discounting to transaction date			(3.6)
Net cash outflow relating to the acquisition			14.9

Notes to the consolidated financial statements continued

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12 Acquisitions continued

Prior year acquisition of FemtoTools continued

The goodwill arising is considered to represent the value of the acquired workforce and the

value of technology that has not been individually fair valued.

Acquisition-related costs in the prior year of £0.7m were expensed to the Consolidated

Statement of Income as an adjusting item in the administration and shared services cost line.

There were no acquisition-related costs in the current period in relation to this acquisition.

The acquisition contributed revenue of £5.9m, adjusted operating profit of £1.5m and a

statutory profit before tax of £1.5m in the prior year.

If the acquisition had occurred on the first day of the prior year the acquisition would have

contributed revenue of £7.2m, adjusted operating profit of £1.3m and a statutory profit before

tax of £1.3m in the prior year.

13 Disposal of subsidiary and discontinued operations

On 2 January 2026, the Group disposed of its NanoScience business for a final consideration

of £55.4m.

Effect of disposal on the financial position of the Group

	NanoScience
	2026
	£m
Acquired intangible assets	–
Other intangible assets	(7.6)
Property, plant and equipment	(9.4)
Inventory	(26.6)
Trade and other receivables	(14.9)
Cash and cash equivalents	(7.3)
Trade and other payables	25.0
Provisions	1.1
Tax balances	0.8
Net assets divested	(38.9)

Net cash inflow on disposal of business

	NanoScience
	2026
	£m
Consideration received, satisfied in cash	55.4
Cash disposed of	(7.3)
Transaction costs	(5.7)
Net cash inflow	42.4
Gain on disposal of business
Consideration receivable	54.7
Carrying value of net assets disposed of	(38.9)
Transaction costs	(5.7)
Gain on disposal	10.1
Income tax on transaction costs	0.1
Tax charge on gain on disposal	(3.4)
Gain on disposal net of tax	6.8

Cash received included estimated amounts for cash, debt, and working capital of the business

at the disposal date. The final cash and debt balances, determined at the Statement of

Financial Position date, were £0.7m lower than initially estimated. Accordingly, consideration

receivable has been reduced by £0.7m, with a corresponding liability recognised within trade

and other payables.

The final working capital position at the disposal date had not been agreed by the Statement

of Financial Position date. As a result, no adjustment has been recognised in respect of

working capital in the current year.

Notes to the consolidated financial statements continued

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13 Disposal of subsidiary and discontinued operations continued

Discontinued operations

In the year to 31 March 2026 the Group’s NanoScience business was classified as a

discontinued operation.

The 2025 Financial Statements have been re-presented to reflect the classification of the

NanoScience business as a discontinued operation.

	Year ended	Year ended
	31 March	31 March
	2026	2025
Results of discontinued operations	£m	£m
Revenue	32.7	57.2
Expenses	(36.7)	(54.5)
Income tax credit	0.9	(0.8)
Adjusted (loss)/profit after tax	(3.1)	1.9
Adjusting items:
Transaction related costs related to sale of NanoScience business	(5.7)	(1.1)
Income tax on adjusting items	0.1	–
(Loss)/profit after tax	(8.7)	0.8
Gain on disposal before transaction related costs	15.8	–
Tax on gain on disposal	(3.4)	–
Profit from discontinued operations after tax	3.7	0.8

Notes to the consolidated financial statements continued

	Year ended	Year ended
	31 March	31 March
	2026	2025
Earnings per share from discontinued operations	pence	pence
Adjusted basic earnings per share	(5.4)p	3.3p
Adjusted diluted earnings per share	(5.4)p	3.2p
Total basic earnings per share	6.5p	1.4p
Total diluted earnings per share	6.4p	1.4p

	Year ended	Year ended
	31 March	31 March
	2026	2025
Cash flows from discontinued operations	£m	£m
Net cash generated/(used in) from operating activities	2.7	(10.8)
Net cash generated/(used in) investing activities	(2.0)	(1.3)
Net cash used in financing activities	–	(0.1)
Net cash flows	0.7	(12.2)

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14 Property, plant and equipment

	Land and	Plant and	Fixtures and
	buildings	equipment	fittings	Total
	£m	£m	£m	£m
Cost
Balance at 1 April 2024	61.5	53.0	11.5	126.0
Additions – business combinations	–	0.3	–	0.3
Additions	7.7	4.9	1.8	14.4
Disposals	(1.1)	(4.9)	(0.6)	(6.6)
Exchange differences	–	(0.3)	–	(0.3)
Balance at 31 March 2025 and 1 April 2025	68.1	53.0	12.7	133.8
Additions	3.1	3.5	0.8	7.4
Disposals – sale of business	(6.0)	(8.1)	(1.0)	(15.1)
Disposals	(1.4)	(8.5)	(0.7)	(10.6)
Exchange differences	–	–	(0.1)	(0.1)
Balance at 31 March 2026	63.8	39.9	11.7	115.4
Depreciation and impairment losses
Balance at 1 April 2024	5.9	33.1	6.5	45.5
Depreciation charge for the year	0.6	4.7	0.6	5.9
Disposals	–	(2.7)	(0.3)	(3.0)
Exchange differences	–	(0.2)	–	(0.2)
Balance at 31 March 2025 and 1 April 2025	6.5	34.9	6.8	48.2
Depreciation charge for the year	1.8	4.3	0.6	6.7
Disposals – sale of business	(2.3)	(4.1)	(0.7)	(7. 1)
Disposals	(0.6)	(7.5)	(0.5)	(8.6)
Exchange differences	–	(0.2)	–	(0.2)
Balance at 31 March 2026	5.4	27.4	6.2	39.0

	Land and	Plant and	Fixtures and
	buildings	equipment	fittings	Total
	£m	£m	£m	£m
Carrying amounts
Balance at 1 April 2024	55.6	19.9	5.0	80.5
Balance at 31 March 2025 and 1 April 2025	61.6	18.1	5.9	85.6
Balance at 31 March 2026	58.4	12.5	5.5	76.4

Included within plant and equipment are assets under construction with additions in the year

of £1.4m (2025: £5.8m) and a carrying amount of £1.4m (2025: £39.0m).

Notes to the consolidated financial statements continued

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15 Intangible assets

		Customer-	Technology-	Development	Development
		related	related	costs	costs
		acquired	acquired	acquired	internally
	Goodwill	intangibles	intangibles	intangibles	generated	Software	Total
	£m	£m	£m	£m	£m	£m	£m
Cost
Balance at 1 April 2024	129.5	33.9	109.8	1.8	35.2	4.6	314.8
Additions – business combinations	9.5	0.9	9.6	–	–	–	20.0
Additions – internally generated	–	–	–	–	1.5	–	1.5
Disposals	–	–	–	–	–	(1.2)	(1.2)
Effect of movements in foreign exchange rates	(1.0)	(0.5)	(1.7)	–	0.2	0.1	(2.9)
Balance at 31 March 2025 and 1 April 2025	138.0	34.3	117.7	1.8	36.9	3.5	332.2
Additions – external	–	–	0.5	–	–	–	0.5
Additions – internally generated	–	–	–	–	2.4	–	2.4
Disposals – sale of businesses	(6.6)	(1.0)	(6.9)	–	(5.1)	(0.1)	(19.7)
Effect of movements in foreign exchange rates	1.7	0.4	1.5	–	–	–	3.6
Balance at 31 March 2026	133.1	33.7	112.8	1.8	34.2	3.4	319.0
Amortisation and impairment losses
Balance at 1 April 2024	22.6	27.8	88.9	1.3	32.8	3.2	176.6
Amortisation and impairment charged	26.0	1.3	7.7	0.2	0.9	0.5	36.6
Disposals	–	–	–	–	–	(1.2)	(1.2)
Effect of movements in foreign exchange rates	(0.2)	(0.5)	(1.2)	(0.1)	0.2	0.2	(1.6)
Balance at 31 March 2025 and 1 April 2025	48.4	28.6	95.4	1.4	33.9	2.7	210.4
Amortisation and impairment charged	–	1.3	5.8	0.2	0.2	0.2	7.7
Disposals – sale of businesses	–	(1.0)	(6.9)	–	(4.1)	(0.1)	(12.1)
Effect of movements in foreign exchange rates	(0.3)	0.2	0.4	–	–	–	0.3
Balance at 31 March 2026	48.1	29.1	94.7	1.6	30.0	2.8	206.3
Carrying amounts
Balance at 1 April 2024	106.9	6.1	20.9	0.5	2.4	1.4	138.2
Balance at 31 March 2025 and 1 April 2025	89.6	5.7	22.3	0.4	3.0	0.8	121.8
Balance at 31 March 2026	85.0	4.6	18.1	0.2	4.2	0.6	112.7

Notes to the consolidated financial statements continued

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15 Intangible assets continued

During the year the Group made impairments of £nil (2025: £0.2m) in respect of capitalised

development costs.

The following intangible assets are considered material by the Directors as they represent 89%

(2025: 77%) of total acquired intangible assets:

			2026		2025
				Remaining
		Net book	Amortisation	amortisation	Net book
		value	period	period	value
Acquisition	Type	£m	years	years	£m
Andor	Trademarks	1.9	15.0	2.8	2.6
WITec	Trademarks	1.5	10.0	5.6	1.7
First Light Imaging	Technology, know-how
	and patents, C-RED	8.4	14.0	11.8	8.6
FemtoTools	Technology, know-how
	and patents	8.6	11.0	9.3	8.8

Goodwill acquired in a business combination is allocated, at acquisition, to the cash-

generating units (CGUs) that are expected to benefit from that business combination.

The carrying amount of goodwill was allocated to individual CGUs as follows:

	2026	2025
	£m	£m
Imaging & Analysis
NanoAnalysis	10.0	9.8
Magnetic Resonance	2.3	2.3
Andor	41.1	40.9
WITec	21.4	20.6
FemtoTools	10.2	9.4
Advanced Technologies
NanoScience	–	6.6
	85.0	89.6

The Group tests goodwill annually for impairment, or more frequently if there are indications

that goodwill might be impaired.

Impairment tests on the carrying values of goodwill, which are the Group’s only indefinite life

intangible assets, are performed by analysing the carrying value allocated to each significant

CGU against its value in use. Value in use is calculated for each CGU as the net present value

of that unit’s discounted future cash flows. These cash flows are based on board approved

budget cash flow information for a period of one year and board approved strategic plans for

the following four years, both of which are prepared taking into account a range of factors

including past experience, the forecast future trading environment and macroeconomic

conditions in the Group’s key markets. The cash flows beyond the strategic plan period use

growth rates of 2.0% (2025: 2.0–2.5%). This rate was considered to be at or below long-term

market trends for the Group’s businesses. These forecasts are also adjusted for more recent

information where this is considered to have a material impact.

Notes to the consolidated financial statements continued

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15 Intangible assets continued

Key assumptions

The key assumptions are those regarding discount rates and growth rates.

The growth rates are at or below the Group’s view on long-term trends within its markets.

Changes in selling prices and direct costs are based on past practices and expectations of

future changes in the market.

The pre-tax discount rate used for Imaging & Analysis and Advanced Technologies in

impairment testing is between 8.8% and 15.7% (2025: 13.7% to 14.3%), in line with the risk

associated with each of the business segments. Management has estimated these discount

rates by reference to past experience and an industry average weighted cost of capital as

adjusted for appropriate risk factors reflecting current economic circumstances and the risk

profiles of each CGU.

The pre-tax weighted average cost of capital used for each CGU are as follows:

	2026	2025
	£m	£m
Imaging & Analysis
NanoAnalysis	15.1%	14.2%
Magnetic Resonance	14.7%	13.7%
Andor	15.7%	14.3%
WITec	13.5%	14.2%
FemtoTools	8.8%	14.2%
Advanced Technologies
Plasma Technology	13.4%	14.2%
NanoScience	–	14.2%

Result of impairment assessment

In the prior year, the impairment review for Andor Technology concluded the carrying

values of the business exceeded their recoverable amounts of £105.9m and accordingly an

impairment charge of £26.0m was recognised. Restructuring actions and efficiency initiatives

were implemented in the current year to improve business performance, and consequently

there is no further impairment charge to be recognised and no impairment when considering

a reasonable possible change in key assumption

Sensitivity analysis

The Group has applied sensitivities to assess whether any reasonable possible changes in

assumptions could cause an impairment of the goodwill in any CGU that would be material

to these Consolidated Financial Statements. The sensitivity analyses did not identify any

potential impairment for any CGU.

16 Leases

The Group leases a number of properties in the jurisdictions from which it operates. In some

jurisdictions it is customary for lease contracts to provide for payments to increase each year

by inflation and in others to be reset periodically to market rental rates. In some jurisdictions’

property leases, the periodic rent is fixed over the lease term.

The Group also leases certain items of plant and equipment. In some contracts for services

with distributors, those contracts contain a lease of vehicles. Leases of plant, equipment and

vehicles comprise only fixed payments over the lease terms.

The Group sometimes negotiates break clauses in its property leases. On a case-by-case

basis, the Group will consider whether the absence of a break clause would expose the Group

to excessive risk. Typically, factors considered in deciding to negotiate a break clause include:

• the length of the lease term;

• the economic stability of the environment in which the property is located; and

• whether the location represents a new area of operations for the Group.

The Group leases assets including land and buildings, vehicles and machinery. Information

about leases for which the Group is a lessee is presented below.

Notes to the consolidated financial statements continued

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16 Leases continued

Right-of-use assets

	Property
	leases	Other leases	Total
	£m	£m	£m
Cost
Balance at 1 April 2024	46.4	2.9	49.3
Additions	2.4	0.5	2.9
Disposals	(0.7)	(0.7)	(1.4)
Exchange differences	(0.6)	–	(0.6)
Balance at 31 March 2025	47. 5	2.7	50.2
Additions	4.7	0.6	5.3
Disposals – sale of businesses	–	(0.1)	(0.1)
Disposals	(2.9)	(0.7)	(3.6)
Exchange differences	(0.2)	–	(0.2)
Balance at 31 March 2026	49.1	2.5	51.6
Amortisation and impairment losses
Balance at 1 April 2024	15.2	1.7	16.9
Amortisation charge for the year	4.8	0.6	5.4
Disposals	(1.0)	(0.7)	(1.7)
Exchange differences	(0.3)	–	(0.3)
Balance at 31 March 2025	18.7	1.6	20.3
Amortisation charge for the year	4.7	0.6	5.3
Disposals – sale of businesses	–	(0.1)	(0.1)
Disposals	(3.0)	(0.7)	(3.7)
Exchange differences	(0.2)	–	(0.2)
Balance at 31 March 2026	20.3	1.4	21.7
Carrying amounts
Balance at 1 April 2024	31.2	1.2	32.4
Balance at 31 March 2025 and 1 April 2025	28.8	1.1	29.9
Balance at 31 March 2026	28.8	1.1	29.9

Lease liabilities

	2026	2025
	£m	£m
Balance at beginning of year	31.2	33.4
Additions – business combinations	–	–
Additions	5.3	2.9
Disposals	(0.1)	(0.3)
Payments made (cash flows from financing activities)	(5.2)	(5.5)
Interest charge	0.6	0.6
Effect of movements in foreign exchange rates	(0.2)	0.1
	31.6	31.2
Amounts falling due after more than one year	27.8	26.7
Amounts falling due in less than one year	3.8	4.5

Amounts recognised in Consolidated Statement of Income

	2026	2025
	£m	£m
Interest on lease liabilities	(0.6)	(0.6)
Amortisation of right-of-use assets	(5.3)	(5.4)

Repayments of lease liabilities of £5.2m (2025: £5.5m) have been recognised in the

Consolidated Statement of Cash Flows.

Notes to the consolidated financial statements continued

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17 Inventories

	2026	2025
	£m	£m
Raw materials and consumables	32.9	52.5
Work in progress	19.1	28.0
Finished goods	20.5	18.6
	72.5	99.1

The amount of inventory recognised as an expense was £146.1m (2025: £190.9m). In the

ordinary course of business, the Group makes impairment provisions for slow-moving, excess

and obsolete inventory as appropriate. Inventory is stated after charging impairments of £0.2m

in the current period (2025: £0.6m). In the current year, £nil (2025: £nil) was reversed relating to

previous impairments. Impairments are included within gross profit.

Inventory carried at net realisable value is £0.2m (2025: £3.2m).

18 Trade and other receivables

	2026	2025
	£m	£m
Trade receivables	104.8	102.2
Less provision for impairment of receivables	(5.1)	(4.7)
Net trade receivables	99.7	97.5
Accrued income	6.2	12.2
Prepayments	9.5	9.9
Other receivables	4.0	2.3
Other taxation receivable	5.6	4.3
	125.0	126.2

Trade receivables are non-interest-bearing. Standard credit terms provided to customers

differ according to business and country, and are typically between 30 and 60 days.

The maximum exposure to credit risk for trade and other receivables plus accrued income, by

geographic region, was:

	2026	2025
	£m	£m
UK	7.0	7.9
China	15.5	9.4
Japan	11.0	15.6
USA	32.1	42.5
Germany	10.2	6.7
Rest of Europe	21.2	13.5
Rest of Asia	8.2	8.9
Rest of World	4.7	7.5
	109.9	112.0

The ageing of financial assets comprising net trade receivables and other receivables plus

accrued income at the reporting date was:

	2026	2025
	£m	£m
Current (not overdue)	61.4	81.5
Less than 31 days overdue	28.0	11.7
More than 30 but less than 91 days overdue	8.4	8.2
More than 90 days overdue	12.1	10.6
	109.9	112.0

In the current year £0.7m (2025: £0.2m) of the provision against trade receivables and

other receivables plus accrued income relates to balances less than 90 days overdue. The

remaining balance relates to balances more than 90 days overdue.

Notes to the consolidated financial statements continued

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18 Trade and other receivables continued

The movement of the Group's expected credit losses provision in respect of trade receivables

and other receivables plus accrued income are as follows:

	2026	2025
	£m	£m
Balance at start of year	4.7	3.6
Transferred out on disposal of business	(0.2)	–
Increase in loss allowance recognised in the Consolidated Statement of Income during the year	0.6	1.1
Balance at end of year	5.1	4.7

The loss allowance is recognised in the administration and shared services line in the

Consolidated Statement of Income.

19 Contract assets and liabilities

			2026			2025
	Contract			Contract
	asset		Contract liability	asset		Contract liability
	Accrued	Customer	Deferred	Accrued	Customer	Deferred
	income	deposits	income	income	deposits	income
	£m	£m	£m	£m	£m	£m
Balance at 1 April	12.2	(46.4)	(24.6)	11.7	(58.4)	(22.9)
Transferred out on disposal of business	(3.6)	18.8	1.1	–	–	–
Transfers in the period from contract assets to trade
receivables	(12.2)	–	–	(11.7)	–	–
Amounts included in contract
liabilities that were recognised as revenue during the period	–	46.4	24.6	–	57.3	22.9
Excess of revenue recognised
over cash (or rights to cash) being recognised during the period	9.8	–	–	12.2	–	–
Cash received or consideration due
in advance of performance and not recognised as revenue during the period	–	(54.9)	(26.0)	–	(45.3)	(24.6)
Balance at 31 March	6.2	(36.1)	(24.9)	12.2	(46.4)	(24.6)

Contract assets and contract liabilities are included within trade and other receivables,

and trade and other payables respectively on the face of the Consolidated Statement of

Financial Position.

Payment terms for the sale of large goods typically require payment of a deposit on order,

with the remaining payments due on shipment, and in some cases installation. For lower value

goods, payment is typically required at shipment. Maintenance and service contracts are

generally paid in full at inception. There is no financing component in the arrangements, and

contracts are for specified, pre-agreed amounts with no variable element.

Notes to the consolidated financial statements continued

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20 Cash and cash equivalents

	2026	2025
	£m	£m
Cash balances	78.9	90.9
Cash equivalents	28.0	3.2
Bank overdrafts (Note 19)	(12.4)	(8.8)
Cash and cash equivalents in the Consolidated Statement of Financial Position	94.5	85.3
Bank loans at First Light Imaging	(0.4)	(0.4)
Covid-19 loan at WITec	(0.1)	(0.5)
Net cash after borrowings at the end of the year	94.0	84.4

Cash and cash equivalents at 31 March 2026 includes £0.4m (2025: £0.9m) that is not

available for general use by the Group. This balance relates to customer deposits received on

orders by Oxford Instruments India that are then placed into a variable term deposit account.

The cash is released back to Oxford Instruments India once the order is completed.

Reconciliation of changes in cash and cash equivalents to movement in net cash

after borrowings

	2026	2025
	£m	£m
Net increase in cash and cash equivalents	9.5	3.3
Effect of exchange rate fluctuations on cash held	(0.3)	(3.5)
Movement in net cash in the year	9.2	(0.2)
Repayment of borrowings	0.4	0.8
Net cash after borrowings at the start of the year	84.4	83.8
Net cash after borrowings at the end of the year	94.0	84.4

21 Borrowings

	2026	2025
	£m	£m
Current
Bank loans at First Light Imaging	0.2	–
Covid-19 loan at WITec	0.1	0.4
Bank overdrafts	12.4	8.8
At the end of the year	12.7	9.2

	2026	2025
	£m	£m
Non-current
Bank loans at First Light Imaging	0.2	0.4
Covid-19 loan at WITec	–	0.1
At the end of the year	0.2	0.5

On 19 March 2024, the Group entered into a new multi-currency revolving facility agreement,

which is committed until March 2028 with 15-month and 12-month extension options at the

end of the first and second years respectively. The facility has been entered into with four

banks and comprises a euro-denominated multi-currency facility of €95m and a US-dollar-

denominated multi-currency facility of $150m. Debt covenants are net debt to EBITDA less

than 3.0 times and EBITDA to interest greater than 4.0 times.

The Group’s undrawn committed facilities available at 31 March 2026 were £195.4m,

comprising the undrawn portion of the Group’s £195.4m revolving credit facilities.

Bank overdrafts reflect the aggregated overdrawn balances of Group companies (even if

those companies have other positive cash balances). The overdrafts are held with the Group’s

relationship banks.

The Group’s uncommitted overdraft facilities at 31 March 2026 were £18.0m (2025: £18.0m),

comprising of an £11m facility, a $5m facility, a €1.5m facility and a 400m Japanese yen facility.

Notes to the consolidated financial statements continued

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21 Borrowings continued

A reconciliation of the Group’s borrowings balances is shown below.

	2026	2025
	£m	£m
Balance at the beginning of the year	9.7	14.0
Repayment of borrowings (cash flow from financing activities)	(0.4)	(0.8)
Increase/(decrease) in bank overdrafts	3.6	(3.5)
Interest charged	1.2	1.4
Interest paid	(1.2)	(1.4)
At the end of the year	12.9	9.7

Changes in liabilities arising from financing activities

The table below details changes in the Group's liabilities arising from financing activities,

including both cash and non-cash changes. Liabilities arising from financing activities

are those for which cash flows were, or future cash flows will be, classified in the Group's

Consolidated Statement of Cash Flows as cash flow from financing activities.

					Effect of
					changes
	As at			Other	in foreign	As at
	31 March	Financing	New	non-cash	exchange	31 March
£m	2025	cash flows	leases	movement	rates	2026
Bank loans	0.9	(0.4)	–	–	–	0.5
Total borrowings	0.9	(0.4)	–	–	–	0.5
Lease liabilities	31.2	(4.6)	5.3	(0.1)	(0.2)	31.6
Total liabilities from financing activities	32.1	(5.0)	5.3	(0.1)	(0.2)	32.1

					Effect of
					changes
	As at			Other	in foreign	As at
	31 March	Financing	New	non-cash	exchange	31 March
£m	2024	cash flows	leases	movement	rates	2025
Bank loans	1.7	(0.8)	–	–	–	0.9
Total borrowings	1.7	(0.8)	–	–	–	0.9
Lease liabilities	33.4	(4.8)	2.9	(0.4)	0.1	31.2
Total liabilities from financing activities	35.1	(5.6)	2.9	(0.4)	0.1	32.1

22 Trade and other payables

		2025 as
	2026	restated 1
	£m	£m
Trade payables	27.8	31.4
Customer deposits	36.1	46.4
Social security and other taxes	8.3	5.9
Accrued expenses	35.8	40.9
Deferred income	24.9	24.6
Other payables	4.6	4.5
	137.5	153.7

1 Previously, contingent consideration has been included within trade and other payables. This balance is now

disclosed separately on the Consolidated Statement of Financial Position and so is no longer included within

this note.

Notes to the consolidated financial statements continued

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23 Provisions for other liabilities and charges

	Warranties	Other	Total
	£m	£m	£m
Balance as at 1 April 2025	3.6	2.3	5.9
Effect of disposal of business	(0.8)	–	(0.8)
Provisions made during the year	1.5	0.8	2.3
Provisions used during the year	(1.5)	(0.6)	(2.1)
Provisions released during the year	(0.5)	(0.4)	(0.9)
Exchange differences	–	(0.1)	(0.1)
Balance as at 31 March 2026	2.3	2.0	4.3
Amounts falling due before one year	2.3	0.9	3.2
Amounts falling due after more than one year	–	1.1	1.1

Warranty provisions

Product warranty provisions reflect commitments made to customers on the sale of goods

in the ordinary course of business and included within the Group companies’ standard terms

and conditions. Warranty commitments typically apply for a 12-month period. The provision

represents the Directors’ best estimate of the Group’s liability based on past experience.

Other provisions

Other provisions relate to various obligations, including obligations in respect of onerous

contracts, product-related liabilities, dilapidation provisions, provisions for retirement

allowances and provisions for other claims. The economic outflows for the dilapidation

provisions and provisions for retirement allowances are not expected to occur within the

next financial year and so have been classed as non-current liabilities falling due after

more than one year.

24 Financial instruments

Fair values and categories of financial assets and liabilities

The following table shows the carrying amounts and fair values of financial assets and

financial liabilities, including their levels in the fair value hierarchy. It does not include fair

value information for financial assets and financial liabilities not measured at fair value if the

carrying amount is a reasonable approximation of fair value.

		As at 31 March 2026		As at 31 March 2025
	Fair value	Carrying		Carrying
	hierarchy	amount	Fair value	amount	Fair value
	£m	£m	£m	£m	£m
Financial assets measured at fair value
Derivative financial assets:
– Foreign currency contracts	2	2.1	2.1	2.2	2.2
Financial assets measured at amortised cost
Long-term receivables		1.0		1.0
Trade receivables		99.7		97.5
Other receivables and accrued income		10.2		14.5
Cash and cash equivalents	2	106.9		94.1
Financial liabilities measured at fair value
Derivative financial liabilities:
– Foreign currency contracts	2	(1.0)	(1.0)	(0.6)	(0.6)
– Contingent consideration	3	(4.7)	(4.7)	(4.0)	(4.0)
Financial liabilities measured at amortised cost
Trade and other payables		(68.2)		(76.8)
Bank overdrafts	2	(12.4)		(8.8)
Borrowings	2	(0.5)		(0.9)

Notes to the consolidated financial statements continued

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24 Financial instruments continued

Fair values of financial assets and liabilities continued

The following summarises the major methods and assumptions used in estimating the fair

values of financial instruments reflected in the above table.

Derivative financial instruments

Derivative financial instruments are marked-to-market using market prices.

Fixed and floating rate borrowings

The fair value of fixed and floating rate borrowings is estimated by discounting the future

contracted principal and interest cash flows using the market rate of interest at the reporting date.

Trade and other receivables/payables

For receivables/payables with a remaining life of less than one year, the carrying amount is

deemed to reflect the fair value. All other receivables/payables are discounted to determine

their fair value. Advances received are excluded from other payables above as these are not

considered to be financial liabilities. Tax-related receivables and payables are excluded from

the above table as these are not considered to be financial assets and liabilities.

Fair value hierarchy

The table above gives details of the valuation method used in arriving at the fair value of

financial instruments. The different levels have been identified as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the

asset or liability, either directly (ie, as prices) or indirectly (ie, derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data.

There have been no transfers between levels during the period.

The level 3 fair value of contingent consideration is determined by considering the

performance expectations of the acquired entity whilst applying the entity-specific discount

rates. The unobservable inputs are the projected forecast measures that are assessed on

an annual basis. Changes in the fair value of contingent consideration relating to updated

projected forecast performance measures are recognised in the Consolidated Statement of

Income within administrative expenses in the Consolidated Statement of Income in the period

that the change occurs. Contingent consideration relates entirely to financial (2026: £4.7m,

2025: £4.0m) conditions on prior year acquisitions. The financial conditions for the contingent

consideration are meeting certain revenue, order and margin thresholds.

25 Financial risk management

The Group’s multinational operations and debt financing expose it to a variety of financial

risks. In the course of its business, the Group is exposed to foreign currency risk, interest rate

risk, liquidity risk, commodity risk and credit risk. Financial risk management policies are set

by the Board of Directors. These policies are implemented by a central treasury function that

has formal procedures to manage foreign exchange risk, interest rate risk and liquidity risk,

including, where appropriate, the use of derivative financial instruments. Commodity risk is

managed locally by the operating businesses. The Group has clearly defined authority and

approval limits.

In accordance with its Treasury Policy, the Group does not hold or use derivative financial

instruments for trading or speculative purposes. Such instruments are only used to

manage the risks arising from operating or financial assets or liabilities or highly probable

future transactions.

The Group uses derivative financial instruments to hedge its exposure to fluctuations in foreign

exchange rates. In common with a number of other companies, the Group has decided that

the additional costs of meeting the extensive documentation requirements of IFRS 9 to apply

hedge accounting to derivative financial instruments used for hedging exposure to foreign

currency and interest rate volatility cannot be justified. Accordingly, the Group does not use

hedge accounting for such derivatives.

Foreign currency risk

Foreign currency risk arises both where sale or purchase transactions are undertaken in

currencies other than the respective functional currencies of Group companies (transactional

exposures) and where the results of overseas companies are consolidated into the Group’s

reporting currency of sterling (translational exposures). The Group has operations around the

world which record their results in a variety of different local functional currencies. In countries

where the Group does not have operations, it invariably has some customers or suppliers that

transact in a foreign currency. The Group is therefore exposed to the changes in foreign currency

exchange rates between a number of different currencies but the Group’s primary exposures

relate to the US dollar, the euro and the Japanese yen. To reduce uncertainty, the Group

maintains a rolling hedge of forward contracts up to 80% (2025: 80%) of the exposure expected

to arise over the following 12 months. The remaining 20% is sold on the spot market. The fair

value of outstanding currency contracts recognised as a liability as at 31 March 2026 amount to

£1.0m (2025: £0.6m) and those recognised as an asset amount to £2.1m (2025: £2.2m).

Notes to the consolidated financial statements continued

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25 Financial risk management continued

Foreign currency risk continued

Movements in the fair value of derivative financial instruments are recognised in the

Consolidated Statement of Income immediately. However, in order to facilitate a more

meaningful comparison of the Group’s performance year-on-year, the elements of these

movements that relate to hedges in respect of future sales are treated as an adjusting item

in the calculation of adjusted earnings (Note 2).

The Group’s translational exposures to foreign currency risks can relate both to the

Consolidated Statement of Income and net assets of overseas subsidiaries. The Group’s policy

is not to hedge the translational exposure that arises on consolidation of the Consolidated

Statements of Income of overseas subsidiaries.

Interest rate risk

Interest rate risk comprises both the interest rate price risk that results from borrowing at fixed

rates of interest and also the interest cash flow risk that results from borrowing at variable

rates. The Group’s policy is to use a mixture of revolving short- and medium-term floating rate

debt underpinned by longer-term fixed rate debt. The short- and medium-term floating rate

debt provides flexibility to reduce debt levels as appropriate. The longer-term fixed rate debt

provides stability and cost certainty to the Group’s financing structure.

At the reporting date the interest rate profile of the Group's interest-bearing financial

instruments was:

	Carrying	Carrying
	amount	amount
	2026	2025
	£m	£m
Variable rate instruments
Cash and cash equivalents	106.9	94.1
Bank overdrafts	(12.4)	(8.8)
Fixed rate instruments
Bank loans	(0.5)	(0.9)

Liquidity risk

Liquidity risk represents the risk that the Group will not be able to meet its financial obligations as

they fall due. The Group’s approach to managing this risk is to ensure, as far as possible, that it will

always have sufficient liquidity to meet its liabilities when due, under both normal and stressed

conditions, without incurring unacceptable losses or risking damage to the Group’s reputation. The

Group manages this risk by maintaining adequate committed lines of funding from high-quality

lenders. The facilities committed to the Group as at 31 March 2026 are set out in Note 21.

Credit risk

Credit risk arises because a counterparty may fail to perform its obligations. The Group

is exposed to credit risk on financial assets such as cash balances, derivative financial

instruments, accrued income, trade and other receivables. The Group’s credit risk is primarily

attributable to its trade receivables and cash balances. The amounts recognised in the

Consolidated Statement of Financial Position are net of expected credit losses, which are

estimated by the Group’s management based on the Group’s historical experience of losses,

along with consideration of any reasonably and supportable forward-looking information

and expectations. Due to its wide geographic base and large number of customers, the

Group is not exposed to material concentrations of credit risk on its trade receivables. The

Group’s experience of credit loss is minimal, which has and continues to be mitigated through

receiving payment in advance of delivery or using trade guarantees provided by the Group’s

relationship banks. In the unusual event of a particular issue with a particular customer, a

specific provision will be made if appropriate. Trade receivables are subject to credit limits

and control and approval procedures in the operating companies. There has been no material

change in the Group’s experience of credit losses over the reporting period.

Credit risk associated with cash balances and derivative financial instruments is managed

by transacting with policy-compliant partners. In particular, a Board-approved policy sets

out guidelines for which categories of institutions may be used and the maximum amount

which may be invested with each institution within a particular category. Accordingly, the

Group’s associated credit risk is limited. The Group has no significant concentration of credit

risk. The Group’s maximum exposure to credit risk is represented by the carrying amount of

each financial asset, including derivative financial instruments, in the Group Consolidated

Statement of Financial Position.

Notes to the consolidated financial statements continued

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25 Financial risk management continued

Exposure to credit risk

The carrying amount of financial assets represents the maximum credit exposure. The

maximum exposure to credit risk by type of asset at 31 March 2026 is as shown below:

	2026	2025
	£m	£m
Long-term receivables	1.0	1.0
Trade receivables	99.7	97.5
Other receivables and accrued income	10.2	14.5
Cash and cash equivalents	106.9	94.1
Derivative financial instruments	2.1	2.2
	219.9	209.3

The maximum exposure to credit risk for trade receivables is discussed in Note 17.

Capital management

The Group's objectives when managing capital are to safeguard the Group's ability to

continue as a going concern in order to provide returns for shareholders and benefits for

other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

The Board’s long-term objective is to have an efficient capital structure by maintaining a

balance between the higher returns that might be possible with higher levels of borrowings

and the advantages and security afforded by a sound capital position. This is monitored

by reference to the ratio of net debt to earnings before interest, tax, depreciation and

amortisation (EBITDA) and the Board has set itself internal limits, which are well inside any

covenants the Group has with lenders. The Group maintains the right to purchase its own

shares in the market; the timing of these purchases would depend on market prices. Buy and

sell decisions are made on a specific transaction basis by the Board.

Each year the Board carefully considers the appropriate level of dividend payments. In doing

this, the Board looks to increase dividends in line with underlying earnings, although the Board

will also take into account other considerations in their decision-making process. The Board

does not have a policy to pay a fixed dividend yield or to maintain a fixed rate of dividend

cover but assesses both of these metrics in line with sustained earnings growth.

The Board encourages employees to hold shares in the company. As well as various share

option plans (full details of which are given in Note 28), from April 2008 all UK employees

have been offered the opportunity to take part in a Share Incentive Plan (SIP). Under this

plan, employees are able to invest up to £1,800 each tax year in shares in the company.

The company awards one additional free share (a matching share) for every five shares

bought by each employee.

There were no changes to the Group’s approach to capital management during the

year. Neither the company nor any of its subsidiaries are subject to externally imposed

capital requirements.

Maturity of financial liabilities

	Carrying	Contractual	Due within	Due one to	Due more than
	amount	cash flows	one year	five years	five years
2026	£m	£m	£m	£m	£m
Foreign exchange contracts	(1.0)	1.0	0.8	0.2	–
Contingent consideration	(4.7)	5.2	5.2	–	–
Trade and other payables	(68.2)	68.2	68.2	–	–
Bank overdrafts	(12.4)	12.4	12.4	–	–
Borrowings	(0.5)	0.5	0.2	0.3	–
Lease liabilities	(31.6)	35.5	5.1	16.7	13.7
	(118.4)	122.9	92.0	17.2	13.7

	Carrying	Contractual	Due within	Due one to	Due more than
	amount	cash flows	one year	five years	five years
2025	£m	£m	£m	£m	£m
Foreign exchange contracts	(0.6)	0.6	0.6	–	–
Contingent consideration	(4.0)	4.8	–	4.8	–
Trade and other payables	(76.8)	76.8	76.8	–	–
Bank overdrafts	(8.8)	8.8	8.8	–	–
Borrowings	(0.9)	0.9	0.4	0.5	–
Lease liabilities	(31.2)	36.2	5.3	14.8	16.1
	(122.3)	128.1	91.9	20.1	16.1

Notes to the consolidated financial statements continued

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25 Financial risk management continued

Sensitivity analysis

The Group has estimated the impact on the Consolidated Statement of Income and on equity

of the following changes in market conditions at the balance sheet date:

• One percentage point increase in interest rates.

• Ten percentage point weakening in the value of sterling against all currencies.

• Ten percentage point strengthening in the value of sterling against all currencies.

The sensitivities above represent the Directors’ view of reasonably possible changes in each

risk variable, not worst-case scenarios or stress tests. The outputs from the sensitivity analysis

are estimates of the impact of market risk assuming that the specified changes occur at the

year end and are applied to the risk exposures at that date. Accordingly, they show the impact

on the balance sheet of an instantaneous shock. The calculations include all hedges in place

at the year end.

Actual results in the future may differ materially from these estimates due to commercial

actions taken to mitigate any potential losses from such rate movements, to the interaction of

more than one sensitivity occurring and to further developments in global financial markets.

As such, this table should not be considered as a projection of likely future gains and losses.

		10%	10%
	1% increase in	weakening in	strengthening
	interest rates	sterling	in sterling
2026	£m	£m	£m
Impact on adjusted profit (Note 2)	0.9	1.2	(1.2)
Impact on reported profit	0.9	(19.0)	19.0
Impact on equity	0.6	(14.3)	14.3

		10%	10%
	1% increase in	weakening in	strengthening
	interest rates	sterling	in sterling
2025	£m	£m	£m
Impact on adjusted profit (Note 2)	0.9	1.7	(1.7)
Impact on reported profit	0.9	(15.6)	15.6
Impact on equity	0.6	(11.7)	11.7

26 Retirement benefit assets and obligations

The Group operates a defined benefit plan in the UK. The plan offers pensions in retirement

and death in service benefit to members. Pension benefits are related to members’ final salary

at retirement and their length of service. The scheme has been closed to new members since

2001 and closed to future accrual since 2010.

In December 2025 the Trustee of the Scheme completed the purchase of a bulk annuity policy

(buy-in) with Royal London covering the whole of the Scheme's membership. The bulk annuity

policy is in the name of the Trustee and is an asset of the Scheme. The purchase price of

the bulk annuity policy was set by Royal London. Following the purchase of the bulk annuity

policy, and in accordance with IAS 19 accounting standards, the value of the policy as an

asset of the Scheme is set to the same value as the Scheme liabilities covered by the policy,

calculated using the current IAS 19 actuarial assumptions for the DBO. As the purchase price

of the bulk annuity policy was higher than the value of the corresponding Scheme liabilities

calculated using the IAS assumptions, there was an immediate reduction in the value of the

Scheme's assets following the purchase of the bulk annuity policy. The company views the

bulk annuity policy as an asset of the Scheme and a change in investment strategy and so the

reduction in the value of the assets resulting from the bulk annuity purchase is attributed as

an experience loss in the Statement of Other Comprehensive Income (SOCI).

On acquisition of FemtoTools AG on 28 June 2024, the Group now also operates a defined

benefit pension scheme in Switzerland.

Defined contribution schemes

In the UK, employees are offered participation in the defined contribution Oxford Instruments

Stakeholder Plan. The company contribution rate and employee contribution rate varies

between grades and whether the individual had previously been in the defined benefit

scheme. The company contribution ranges between 4% and 14% of base salary. The

Group also operates a 401k defined distribution plan in the US. Details of pension schemes

contributions made in respect of Directors can be found in the Remuneration Report.

The expense recognised in the Consolidated Statement of Income is:

	2026	2025
	£m	£m
Total defined benefit income	–	(0.1)
Contributions to defined contribution schemes	5.8	6.8
	5.8	6.7

Notes to the consolidated financial statements continued

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26	Retirement benefit assets and obligations continued

Defined contribution schemes continued

Pension costs are recorded in the following lines in the Consolidated Statement of Income:

	2026	2025
	£m	£m
Cost of sales	1.7	2.0
Research and development	0.9	1.2
Selling and marketing costs	0.6	1.4
Administration and shared services	4.1	3.1
Financial income	(1.5)	(1.0)
	5.8	6.7

Remeasurement gains and losses shown in the Consolidated Statement of

Comprehensive Income:

	2026	2025
	£m	£m
Actual return on assets excluding interest income	(20.0)	(28.7)
Experience (loss)/gain on scheme obligations	(3.5)	1.6
Changes in assumptions underlying the present value of scheme
obligations:
– Financial	2.3	25.3
– Demographic	0.4	0.7
Actuarial losses recorded in the Statement of Comprehensive Income	(20.8)	(1.1)

The amounts recognised in the Consolidated Statement of Financial Position are:

		2026			2025
	UK	Switzerland	Total	UK	Switzerland	Total
	£m	£m	£m	£m	£m	£m
Present value of funded
obligations	194.9	4.1	199.0	194.8	2.9	197.7
Fair value of plan assets	(204.1)	(2.9)	(207.0)	(219.2)	(2.0)	(221.2)
Recognised (asset)/
liability for defined benefit
obligations	(9.2)	1.2	(8.0)	(24.4)	0.9	(23.5)

The reconciliation of the opening and closing balances of the present value of the defined

benefit obligation is as follows:

		2026			2025
	UK	Switzerland	Total	UK	Switzerland	Total
	£m	£m	£m	£m	£m	£m
Benefit obligation at the beginning of the year	194.8	2.9	197.7	223.6	–	223.6
Pension obligations acquired
on acquisition of FemtoTools	–	–	–	–	1.9	1.9
Administrative expenses	–	0.2	0.2	–	0.1	0.1
Contributions by employees	–	0.2	0.2	–	–	–
Interest on defined benefit
obligation	11.0	–	11.0	10.5	–	10.5
Benefits paid	(11.3)	0.3	(11.0)	(11.1)	0.3	(10.8)
Remeasurement gain on obligation	0.4	0.3	0.7	(28.2)	0.6	(27.6)
Exchange rate adjustment	–	0.2	0.2	–	–	–
Benefit obligation at the end of the year	194.9	4.1	199.0	194.8	2.9	197.7

Notes to the consolidated financial statements continued

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26 Retirement benefit assets and obligations continued

Defined contribution schemes continued

The reconciliation of the opening and closing balances of the present value of the fair value of

plan assets is as follows:

		2026			2025
	UK	Switzerland	Total	UK	Switzerland	Total
	£m	£m	£m	£m	£m	£m
Fair value of plan assets at the beginning of the year	219.2	2.0	221.2	239.7	–	239.7
Pension assets acquired on acquisition of FemtoTools	–	–	–	–	1.6	1.6
Interest on plan assets	12.5	–	12.5	11.5	–	11.5
Contributions by employees	–	0.2	0.2	–	–	–
Contributions by employer	5.3	0.2	5.5	8.7	0.1	8.8
Benefits paid	(11.3)	0.3	(11.0)	(11.1)	0.3	(10.8)
Administrative expenses	(1.5)	–	(1.5)	(0.9)	–	(0.9)
Actual return on assets
excluding interest income	(20.1)	0.1	(20.0)	(28.7)	–	(28.7)
Exchange rate adjustment	–	0.1	–	–	–	–
Fair value of plan assets at the end of the year	204.1	2.9	207.0	219.2	2.0	221.2

Defined benefit scheme – UK

A full actuarial valuation of the UK plan was carried out as at 31 March 2024 which, for

reporting purposes, has been updated to 31 March 2026 by a qualified independent actuary.

The major assumptions used by the actuary for the purposes of IAS 19 were (in nominal terms):

	2026	2025
	%	%
Discount rate	6.1	5.8
Rate of increase in pensions in payment ('3LPI')	2.3	2.2
Rate of increase in pensions in payment ('5LPI')	3.0	2.8
Rate of inflation ('CPI')	2.6	2.3
Rate of inflation ('RPI')	3.1	2.9
Mortality – pre- and post-retirement	107% of S4PA 'Light' tables	107% of S4PA 'Light' tables
	(101% for females) future	(101% for females) future
	improvement in line	improvement in line
	with CMI 2024 with 1.25%	with CMI 2023 with 1.25%
	long-term trend	long-term trend

As at 31 March 2026 the weighted average duration of the defined benefit obligations was

11 years (2025: 11 years).

The mortality assumptions imply the following expected future lifetime from age 65:

	2026	2025
	years	years
Pre-retirement – males	23.6	23.3
Pre-retirement – females	25.6	25.5
Post-retirement – males	22.4	22.1
Post-retirement – females	24.2	24.1

The assumptions have been chosen by the Directors from a range of possible actuarial

assumptions, which, due to the timescales covered, may not be borne out in practice.

Notes to the consolidated financial statements continued

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26 Retirement benefit assets and obligations continued

Defined benefit scheme – UK continued

The assets in the plan were:

	2026	2025
	£m	£m
Equities	–	1.6
Corporate and emerging market bonds	–	22.9
Gilts	–	163.0
Insurance-linked funds	1.4	2.7
Credit and global loan funds	–	12.3
Cash	8.0	16.7
Insurance policy	194.7	–
	204.1	219.2

Where assets have no observable market price, a valuation will be provided by the fund

manager. The scheme’s investment manager will accept that valuation if it is within the

expected range of performance. Otherwise, the investment manager will query the valuation

with the fund manager. Complex financial instruments are valued by the scheme’s investment

manager who uses financial models which take as their input the characteristics of the

instrument and observable market data such as swap rates.

The investment strategy for the UK scheme is controlled by the trustee in consultation with the

Group. A de-risked investment strategy is in place to mitigate funding volatility.

The Group made deficit recovery payments to the UK pension scheme up until November

2025. The annual deficit recovery payment was £5.3m (2025: £8.7m) for the financial year.

No annual deficit recovery payments will be made after the year ended 31 March 2026.

In 2018 the trustees of the UK defined benefit scheme, in consultation with the company,

reduced its exposure to on-risk assets (a portfolio of market-focused asset classes, the

majority being equities) with a corresponding increase in its liability-driven investments, with

the objective of steering a more stable journey to being fully funded. The pension fund’s gross

exposure to on-risk assets fell from 85% to 45%; the majority of transactions required to make

this change were completed in February 2018.

As a result, the level of risk inherent in the investment strategy is now significantly lower

than previously, in addition to a substantial reduction in funding level volatility. Following

investment outperformance and contributions made by the Group in the year to 31 March

2022, the allocation to on-risk assets has been further reduced to 35%, with a view to further

reduction in funding level volatility.

The Group has considered the requirements of IFRIC 14. The terms of the scheme give the

Group the right to recover any surplus assets on the scheme upon wind-up and therefore

management has concluded that there is no impact on the amounts recognised in respect of

retirement benefit obligations, ie there is no need to apply the 'asset ceiling'.

The table below shows the sensitivity of the Consolidated Statement of Financial Position to

changes in the significant pension assumptions:

		Discount rate	Inflation rate	Life expectancy
	2026	(-0.1% pa)	(+0.1% pa)	(+one year)
	£m	£m	£m	£m
Present value of funded obligations	194.9	197.0	196.7	201.1
Fair value of plan assets	(204.1)	(206.2)	(205.9)	(210.3)
Surplus	(9.2)	(9.2)	(9.2)	(9.2)

The valuation of defined benefit liabilities is most sensitive to changes in the discount rate, inflation

rate and mortality rate. The sensitivities have been calculated by running the liability calculations

in full using the alternative assumptions. In each case, only the indicated assumption has changed

by the amount stated. For the inflation sensitivity, the impact on the assumptions that are based

on RPI inflation, such as CPI inflation and the inflation-linked pension increases, has been included.

Defined benefit scheme – Switzerland

A full actuarial valuation of the Swiss plan was carried out as at 31 March 2026.

The major assumptions used by the actuary for the purposes of IAS 19 were (in nominal terms):

	2026	2025
	%	%
Discount rate	1.2	1.2
Rate of increase in pensions in payment	3.0	2.5
Rate of inflation	1.0	1.0
Mortality – pre- and post-retirement	BVG 2020	BVG 2020

Notes to the consolidated financial statements continued

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26 Retirement benefit assets and obligations continued

Defined benefit scheme – Switzerland continued

The assets in the plan were:

	2026	2025
	£m	£m
Equities	1.0	0.6
Corporate and emerging market bonds	0.8	0.6
Property	0.4	0.3
Infrastructure	0.3	0.2
Alternative investments	0.4	0.3
	2.9	2.0

Virgin Media

The Group is aware of a UK High Court legal ruling that took place in June 2023 between

Virgin Media Limited and NTL Pension Trustees II Limited, which decided that certain historic

rule amendments were invalid if they were not accompanied by actuarial certifications.

The DWP has announced that it will introduce legislation to allow retrospective confirmation

of historic benefit changes. This announcement should significantly reduce the impact on

pension schemes. Whilst this ruling was in respect of another scheme, this judgement will

need to be reviewed for its relevance to the Oxford Instruments Pension Scheme. A high-level

review has been undertaken of the scheme which concluded that there is a very low risk of

any historic plan amendments being found to be invalid. The company’s pension advisers

have not completed detailed numerical analysis and no adjustments have been made to the

Consolidated Financial Statements at 31 March 2026.

27 Capital and reserves

Issued and fully paid ordinary shares:

	2026	2025
	number of	number of
	shares	shares
At the beginning of the year	58,134,773	57,913 ,792
Issued for cash	267,353	220,981
Cancelled on buyback 1	(3,000,620)	–
At the end of the year	55,401,506	58,134,773

	2026		2025
	Number of		Number of
	shares	£m	shares	£m
Allotted, called up and fully paid
Ordinary shares of 5p each	55,401,506	2.7	58,134,773	2.9

1 During the year ended 31 March 2026, 3,000,620 ordinary shares were repurchased and cancelled by the Group

as part of the first and second tranches of the up to £100m share buyback programme, resulting in a cash outflow

of £62.2m. No liability was recognised on the 31 March 2026 Statement of Financial Position for the remaining

amounts to be repurchased under Tranche 2 as the agreement can be terminated with immediate effect. The

remaining amount of share buyback is expected to complete in the first half of the year ended 31 March 2027.

The holders of the ordinary shares are entitled to receive dividends as declared, a

proportionate amount of capital on a winding up of the company and one vote per share

at meetings of the company.

Other reserves comprise the capital redemption reserve, which represents the nominal value

of shares repurchased and then cancelled during the year ended 31 March 1999.

The foreign exchange translation reserve comprises all foreign exchange differences arising

since 1 April 2004 from the translation of the Group's net investments in foreign subsidiaries

into sterling.

Notes to the consolidated financial statements continued

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28 Share option schemes

Share Incentive Plan (SIP)

UK employees may be eligible to participate in the Group’s HM Revenue and Customs-

approved SIP. Participating employees may make a cash contribution to the SIP of up to

£1,800 each year. The Group contributes a further amount equal to 20% of the employee’s

contribution. Independent trustees then purchase partnership and matching shares in the

market on behalf of the employees. Subject to the rules of the SIP, matching shares may

be withdrawn without forfeiture after they have been held for three years, provided the

participant has remained an employee. On a similar basis, shares can be withdrawn tax-free

after five years' service.

Long-Term Incentive Plan Scheme (LTIP)

Under the LTIP awards of nominally priced options of £0.05, conditional share awards or cash

conditional awards may be made annually to certain senior managers. Subject to vesting

based on the achievement of performance targets and the rules of the LTIP, options granted

under the plan may have a life of ten years, including a vesting period of three years. Subject

to vesting based on performance and the rules of the LTIP, conditional share awards and

cash conditional awards will vest appropriately three years after the award date. Awards

were valued using the Black-Scholes option pricing models with the exception of options

relating to the total shareholder return tranche which were valued using Stochastic option-

pricing models.

Share option schemes that have been discontinued but for which options were outstanding at

the year end include the following:

Performance Share Plan Scheme (PSP)

Under the PSP, awards of nominally priced options of £0.05 were made annually to certain

senior managers. The last grants were made under this scheme in 2022. Awards to persons

other than the Executive Directors may also be referred to as Medium Term Incentive Plan

awards (MTIP). Subject to vesting based on the achievement of performance targets and the

rules of the PSP, awards may have a life of ten years, including a vesting period of a minimum

of three years. Options were valued using the Black–Scholes option-pricing models.

Executive Share Option Scheme (ESO)

Under the ESO awards of approved options, unapproved options and share appreciation

rights were made annually to certain senior managers. The last grants were made under this

scheme in 2016. The exercise prices were determined according to the mid-market closing

share price on the day before the date of grant. Subject to vesting based on the achievement

of performance targets and the rules of the ESO, awards may have a life of ten years,

including a vesting period of a minimum of three years. Options were valued using the Black-

Scholes option-pricing models.

Performance conditions

Awards under the ESO, PSP and LTIP schemes may be or may have been subject to the

achievement of certain performance conditions. The performance conditions applicable for

the Executive Directors of Oxford Instruments plc can be found in the Directors’ Remuneration

Report on pages 156 to 171.

Administrative expenses include a charge of £3.7m (2025: credit of £0.1m) in respect of the cost

of providing share-based remuneration. The cost of share awards is calculated by estimating

the fair value of the award at grant date and spreading that amount over the vesting period

after adjusting for an expectation of non-vesting.

For options granted in the year ended 31 March 2026, the fair value and the assumptions used

in the calculation are as follows:

				LTIP:
				Conditional
	LTIP CEO	LTIP CFO	LTIP: Options	Shares
	June 2025	June 2025	June 2025	June 2025
Weighted average fair value of options granted	£12.93	£12.93	£14.65	£16.88
Share price at grant date	£17.56	£17.56	£17.56	£17.56
Exercise price	£0.05	£0.05	£0.05	£0.05
Expected volatility	29.3%	29.3%	29.5%	N/A
Expected option life	3 years	3 years	3 years	3 years
Expected dividend yield	–	–	1.2%	1.2%
Risk-free interest rate	4.0%	4.0%	3.7%	N/A

Notes to the consolidated financial statements continued

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28 Share option schemes continued

Performance conditions continued

For options granted in the year ended 31 March 2025, the fair value and the assumptions used

in the calculation are as follows:

				LTIP:
				Conditional
	LTIP CEO	LTIP CFO	LTIP: Options	Shares	LTIP: Options
	July 2024	July 2024	July 2024	July 2024	March 2025
Weighted average fair value
of options granted	£20.42	£20.42	£21.73	£23.79	£17.64
Share price at grant date	£24.35	£24.35	£24.35	£24.35	£18.06
Exercise price	£0.05	£0.05	£0.05	£0.05	£0.05
Expected volatility	29.1%	29.1%	29.1%	N/A	N/A
Expected option life	3 years	3 years	3 years	3 years	2.3 years
Expected dividend yield	–	–	0.9%	0.9%	0.9%
Risk-free interest rate	3.9%	3.9%	3.9%	N/A	N/A

Movements in the share option schemes during the year were as follows:

		Executive Share Option Scheme		Performance Share Plan		Long-Term Incentive Plan
		Weighted		Weighted		Weighted
	Number of	average	Number of	average	Number of	average
	shares	exercise price	shares	exercise price	shares	exercise price
Outstanding at 1
April 2024	98,729	£8.68	622,507	£0.05	200,572	£0.05
Granted	–	–	–	–	154,874	£0.05
Forfeited	–	–	(9,125)	£0.05	(20,001)	–
Exercised	(18,986)	£9.79	(201,744)	£0.05	–	–
Lapsed	(9,878)	£9.94	( 7,854)	£0.05	(5,850)	£0.05
Outstanding at 31 March 2025	69,865	£8.20	403,784	£0.05	329,595	£0.05
Granted	–	–	293	£0.05	224,007	£0.05
Forfeited	–	–	–	–	–	–
Exercised	(36,789)	£8.00	(202,895)	£0.05	(25,529)	–
Lapsed	(21,842)	£9.51	(92,614)	£0.05	(59,880)	£0.05
Outstanding at 31 March 2026	11,234	£6.27	108,568	£0.05	468,193	£0.05
Exercisable at 31 March 2026	69,865	£6.27	108,568	£0.05	–	£0.05
Exercisable at 31 March 2025	69,865	£8.20	265,829	£0.05	43,213	£0.05

The number and weighted average exercise prices of those options are as follows:

The weighted average share price at the time of exercise of the options was £20.72

(2025: £21.86).

The weighted average remaining contractual life for the share options as at 31 March 2026

was one year (2025: one year).

The total consideration received from exercise of options in the year was £0.1m (2025: £0.0m).

Notes to the consolidated financial statements continued

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Notes to the consolidated financial statements continued

29 Working capital movements

Reconciliation of movements in working capital

			Payables and	Customer
	Inventories	Receivables 1	provisions 1	deposits	Total
	£m	£m	£m	£m	£m
As at 1 April 2024	108.1	118.5	(114.3)	(58.4)	53.9
Working capital movement	(8.8)	10.0	(1.1)	11.1	11.2
First Light Imaging related
flows	–	–	2.8	–	2.8
FemtoTools related flows	0.6	0.9	(4.7)	–	(3.2)
Exchange differences	(0.8)	–	(0.2)	0.9	(0.1)
Net movement on financial
derivatives	–	–	(0.3)	–	(0.3)
As at 31 March 2025
and 1 April 2025	99.1	129.4	(117.8)	(46.4)	64.3
Working capital movement	1.6	20.9	(3.4)	(7.0)	12.1
NanoScience related flows	(28.3)	(20.8)	9.9	17.6	(21.6)
Exchange differences	0.1	(1.3)	0.2	(0.3)	(1.3)
Net movement on financial
derivatives	–	(0.1)	(0.4)	–	(0.5)
As at 31 March 2026	72.5	128.1	(111.5)	(36.1)	53.0

1 Receivables and payables include derivative financial instruments.

30 Commitments and contingencies

The Group has entered into agreements in respect of the new Severn Beach site for its Plasma

Technology business. At 31 March 2026 commitments for future expenditure are £0.4m (2025:

£0.4m) and include capital expenditure, fit-out costs, plant and machinery, furniture and

computer equipment.

31 Related parties

All transactions with related parties are conducted on an arm’s length basis and in

accordance with normal business terms. Transactions between the Group and its subsidiaries,

which are related parties, have been eliminated on consolidation and are not disclosed in this

note. The Group has related party relationships with its Executive Directors and members of

the Senior Leadership Team.

The remuneration of key management personnel is as follows:

	2026	2025
	£m	£m
Short-term employee benefits	5.1	4.1
Post-employment benefits	0.2	0.1
Share-based payment charges	1.5	0.9
Total	6.8	5.1

In accordance with IAS 24 ‘Related Party Disclosures’, key management personnel are those

having authority and responsibility for planning, directing and controlling the activities of the

Group, directly or indirectly. Key management personnel comprise the Directors and the other

members of the Senior Leadership Team.

Short-term employee benefits comprise salary and benefits earned during the year and

bonuses awarded for the year.

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Notes

2026

£m

2025

£m

Assets

Non-current assets

Intangible assets d 0.5 0.7

Tangible assets c 0.2 0.4

Right-of-use assets – –

Investments in subsidiary undertakings e 359.5 357.9

Trade and other receivables f 3.7 2.8

Derivative financial instruments 1.6 0.3

Retirement benefit asset 2.1 5.6

Deferred tax assets i – 0.4

367.6 368.1

Current assets

Trade and other receivables f 40.3 39.0

Derivative financial instruments 0.8 2.1

Cash and cash equivalents 41.0 11.2

82.1 52.3

Total assets 449.7 420.4

Equity

Capital and reserves attributable to the company’s

equity shareholders

Share capital 2.8 2.9

Share premium 62.7 62.6

Capital redemption reserve 0.3 0.1

Other reserves 7.6 7.6

Retained earnings 244.0 292.7

317.4 365.9

Parent Company statement of financial position

As at 31 March 2026

Notes

2026

£m

2025

£m

Liabilities

Current liabilities

Bank overdrafts h 0.5 3.8

Derivative financial instruments 1.5 1.3

Trade and other payables g 130.3 49.4

132.3 54.5

Total liabilities 132.3 54.5

Total liabilities and equity 449.7 420.4

The company’s profit for the financial year was £26.2m (2025: £29.4m). Other comprehensive

expense in the year was £3.7m (2025: expense of £0.1m). The expense will not subsequently be

reclassified to statement of income.

The Financial Statements were approved by the Board of Directors on 8 June 2026 and

signed on its behalf by:

RICHARD TYSON PAUL FRY

Director Director

Company number: 775598

230

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

Share capital

£m

premium

account

£m

Capital

redemption

reserve

£m

Other reserves

£m

Retained

earnings

£m

Total

shareholders’

equity

£m

As at 1 April 2025 2.9 62.6 0.1 7.6 292.7 365.9

Profit for the year 26.2 26.2

Other comprehensive expense: – – – –

– Remeasurement of defined benefit liability, net of tax (3.6) (3.6)

Total comprehensive income for the year – – – – 22.6 22.6

– Proceeds from shares issued – 0.1 – – – 0.1

– Share options awarded to employees – – – – 2.1 2.1

– Share options awarded to employees of subsidiaries – – – – 1.6 1.6

– Tax charge in respect of share options – – – – 0.2 0.2

– Share buyback (0.1) – 0.2 – (62.2) (62.1)

– Dividends paid – – – – (13.0) (13.0)

As at 31 March 2026 2.8 62.7 0.3 7.6 244.0 317.4

As at 1 April 2024 2.9 62.6 0.1 7.6 276.1 349.3

Profit for the year 29.4 29.4

Other comprehensive expense: – – – –

– Remeasurement of defined benefit liability, net of tax (0.1) (0.1)

Total comprehensive income for the year – – – – 29.3 29.3

– Share options awarded to employees – – – – (1.1) (1.1)

– Share options awarded to employees of subsidiaries – – – – 1.0 1.0

– Tax charge in respect of share options – – – – (0.5) (0.5)

– Dividends paid – – – – (12.1) (12.1)

As at 31 March 2025 2.9 62.6 0.1 7.6 292.7 365.9

Parent Company statement of changes in equity

Year ended 31 March 2026

Details of issued, authorised and allotted

share capital are included in Note 27 to the

Group Financial Statements.

Details of the Group’s share option schemes

are included in Note 28 to the Group

Financial Statements.

Details of the Group’s defined benefit pension

scheme are included in Note 26 to the Group

Financial Statements.

Details of dividends paid are included in Note

10 to the Group Financial Statements.

Other reserves relates to premium on shares

issued as part of acquisitions made in the

year to 31 March 1987.

231

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Overview Strategic Report Financial StatementsGovernance

(a) Accounting policies

Basis of preparation

Oxford Instruments plc is a company incorporated and domiciled in the UK. These Financial

Statements have been prepared in accordance with Financial Reporting Standard 101

Reduced Disclosure Framework (FRS 101) on the historical cost basis, except that derivative

financial instruments are stated at their fair value.

In preparing these Financial Statements, the company applied the recognition, measurement

and disclosure requirements of international accounting standards in conformity with the

requirements of the Companies Act 2006.

In these Financial Statements, the company has applied the exemptions available under FRS

101 in respect of the following disclosures:

• A cash flow statement and related notes.

• Comparative period reconciliations for share capital, tangible fixed assets, intangible assets

and investment properties.

• Disclosures in respect of transactions with wholly owned subsidiaries.

• Disclosures in respect of capital management.

• The effects of new, but not yet effective, accounting standards.

• Disclosures in respect of the compensation of key management personnel.

As the consolidated Financial Statements of Oxford Instruments plc include the equivalent

disclosures, the company has also taken the exemptions under FRS 101 available in respect of

the following disclosures:

• IFRS 2 Share-based Payments in respect of Group settled share-based payments.

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures

required by IFRS 7 Financial Instrument Disclosures.

As permitted by Section 408 of the Companies Act 2006, a separate statement of income for

the company has not been included in these Financial Statements.

The accounting policies set out below have, unless otherwise stated, been applied

consistently to all periods presented in these Financial Statements.

Going concern

The Financial Statements have been prepared on a going concern basis, based on the

Directors’ opinion, after making reasonable enquiries, that the company has adequate

resources to continue in operational existence for the foreseeable future. The going concern

ofthe parent company is intrinsically linked with the Group. Further details on the Group’s

going concern can be found on pages 95 and 96.

Material accounting policies

Significant estimates and judgements

In the application of the company's accounting policies, the directors are not required to

makeany significant judgements, estimates, or assumptions that have a significant risk of

causing a material adjustment to the carrying amounts of assets and liabilities within the

nextfinancial year.

Trade and other receivables

Trade and other receivables are recognised initially at fair value. Subsequent to initial

recognition, they are measured at amortised cost using the effective interest method, less

anyimpairment losses.

Trade and other payables

Trade and other payables are recognised initially at fair value. Subsequent to initial

recognition, they are measured at amortised cost using the effective interest method.

Cash and cash equivalents

Cash and cash equivalents include cash at bank and in hand, investments in money-market

funds and short-term deposits with a maturity of three months or less on inception.

Interest-bearing borrowings

Interest-bearing borrowings are recognised initially at fair value less attributable transaction

costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised

cost using the effective interest method, less any impairment losses. Details of the Group’s

interest-bearing borrowings are included in Note 21 to the Group Financial Statements.

Intra-Group lending

The company has lent funds to and from its UK subsidiaries on interest-free terms. These

amounts are repayable on demand. They are stated at cost less any impairment losses.

Notes to the Parent Company financial statements

Year ended 31 March 2026

232

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Overview Strategic Report Financial StatementsGovernance

(a) Accounting policies continued

Material accounting policies continued

Derivative financial instruments

The company’s accounting policies for financial instruments are the same as the Group’s

accounting policies under IFRS, namely IAS 32 Financial Instruments: Presentation, IFRS 9

Financial Instruments and IFRS 7 Financial Instruments: Disclosures. These policies are set out

in accounting policy ‘(e) Financial Instruments at fair value’ in the Group accounting policies,

on page 186.

Tangible fixed assets

Tangible fixed assets are stated at cost less accumulated depreciation and accumulated

impairment losses. Where parts of an item of tangible fixed assets have different useful lives,

they are accounted for as separate items of tangible fixed assets.

Depreciation is charged to the statement of income on a straight-line basis over the estimated

useful lives of each part of an item of tangible fixed assets. The estimated useful lives are

as follows:

• Computer equipment – 4 years

• Furniture and fittings – 4 years

Depreciation methods, useful lives and residual values are reviewed at each statement of

financial position date.

Intangible assets

Intangible assets represents internally developed software. Amortisation is charged to the

statement of income on a straight-line basis over the estimated useful lives of intangible

assets unless such lives are indefinite. Intangible assets are amortised from the date they

areavailable for use. The estimated useful lives are as follows:

• Software – 10 years

Impairment excluding deferred tax assets

Financial assets (including trade and other receivables)

Trade and other receivables are initially recognised at fair value and subsequently stated at

their amortised cost less appropriate provision for impairment. The provision for impairment of

debtors is based on lifetime expected credit losses, which is then updated for any reasonable

and supportable forward-looking information and expectations. Lifetime expected credit

losses are calculated by assessing historic credit loss experience. The movement in the

provision is recognised in the company’s statement of income.

Non-financial assets

The carrying amounts of the company’s non-financial assets, other than 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.

The recoverable amount of an asset or cash-generating unit (CGU) is the greater of its value

in use and its fair value less costs to sell. In assessing value in use, the estimated future

cash flows are discounted to their present value using a pre-tax discount rate that reflects

current market assessments of the time value of money and the risks specific to the asset.

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’ or CGU).

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 statement of income. 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.

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.

Employee benefits

Defined contribution plans

A defined contribution plan is a post employment benefit plan under which the company pays

fixed contributions into a separate entity and will have no legal or constructive obligation to

pay further amounts. Obligations for contributions to defined contribution pension plans are

recognised as an expense in the statement of income in the periods during which services are

rendered by employees.

Notes to the Parent Company financial statements continued

233

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Overview Strategic Report Financial StatementsGovernance

(a) Accounting policies continued

Employee benefits continued

Defined benefit plans

The company is the sponsoring employer of a Group-wide defined benefit pension plan.

Thenet defined benefit cost of the plan is charged to participating entities on the basis of

the proportion of scheme membership attributable to each legal entity at the reporting date.

Thecontributions payable by the participating entities are determined using an agreed ratio

which has been in place for approximately ten years.

The company’s net obligation in respect of defined benefit pension plans is calculated by

estimating the amount of future benefit that current and past employees have earned in

return for their service in prior periods. That benefit is discounted to determine its present value

and is deducted from the fair value of any plan assets. Surpluses in schemes are recognised

as assets only if they represent economic benefits available to the company in the future.

Thecalculation is performed by a qualified actuary using the projected unit credit method.

All actuarial gains and losses in calculating the company’s net obligation are recognised in

the statement of comprehensive income in the year.

The charge to the statement of income reflects the current service cost. The interest expense

or income is calculated on the net defined benefit asset by applying the discount rate to the

net defined benefit asset, and is included within financial expenditure or financial income in

the Statement of Income respectively.

Short-term benefits

Short-term employee benefit obligations are measured on an undiscounted basis and are

expensed as the related service is provided. A liability is recognised for the amount expected

to be paid under short-term cash bonus or profit-sharing plans if the Company has a present

legal or constructive obligation to pay this amount as a result of past service provided by the

employee and the obligation can be estimated reliably.

Termination benefits

Termination benefits are recognised as an expense when the company is demonstrably

committed, without realistic possibility of withdrawal, to a formal detailed plan to either

terminate employment before the normal retirement date, or to provide termination benefits

as a result of an offer made to encourage voluntary redundancy. Termination benefits for

voluntary redundancies are recognised as an expense if the company has made an offer

of voluntary redundancy, it is probable that the offer will be accepted, and the number of

acceptances can be estimated reliably. If benefits are payable more than 12 months after

thereporting date, then they are discounted to their present value.

Share-based payment transactions

The grant date fair value of share-based payments awards granted to employees is

recognised as an employee expense, with a corresponding increase in equity, over the period

in which the employees become unconditionally entitled to the awards. The fair value of the

awards granted is measured using an option valuation model, taking into account the terms

and conditions upon which the awards were granted. The amount recognised as an expense

is adjusted to reflect the actual number of awards for which the related service and non-

market vesting conditions are expected to be met, such that the amount ultimately recognised

as an expense is based on the number of awards that do meet the related service and non-

market performance conditions at the vesting date. For share-based payment awards with

non-vesting conditions, the grant date fair value of the share-based payment is measured

to reflect such conditions and there is no true-up for differences between expected and

actualoutcomes.

Where the company grants options over its own shares to the employees of its subsidiaries,

it recognises, in its individual Financial Statements, an increase in the cost of investment in

its subsidiaries equivalent to the equity-settled share based payment charge recognised

in its consolidated Financial Statements with the corresponding credit being recognised

directly in equity. Amounts recharged to the subsidiary are recognised as a reduction in the

cost of investment in subsidiary. If the amount recharged exceeds the increase in the cost of

investment, the excess is recognised as a dividend.

Short-term leases and leases of low-value assets

The company has elected not to recognise right-of-use assets and lease liabilities for short-

term leases of machinery that have a lease term of 12 months or less and leases of low-value

assets, including IT equipment. The company recognises the lease payments associated with

these leases as an expense on a straight-line basis over the lease term.

Foreign currencies

The company enters into forward exchange contracts and options to mitigate the currency

exposures that arise on sales and purchases denominated in foreign currencies. Transactions

in foreign currencies are converted into sterling at the rate ruling on the date of the

transaction. Monetary assets and liabilities denominated in foreign currencies are translated

at the rates ruling at the statement of financial position date. Exchange profits and losses

arising from the above are dealt with in the statement of income.

Notes to the Parent Company financial statements continued

234

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

(a) Accounting policies continued

Employee benefits continued

Investments

Investments in subsidiaries are stated at cost, less any provision for impairment,

where appropriate.

Dividends on shares presented within shareholders’ funds

Dividends unpaid at the statement of financial position date are only recognised as a liability

at that date to the extent that they are appropriately authorised and are no longer at the

discretion of the company. Unpaid dividends that do not meet these criteria are disclosed in

the notes to the Financial Statements.

(b) Profit for the year

The company’s profit for the financial year was £26.2m (2025: £29.4m). Other comprehensive

expense in the year was £3.7m (2025: expense of £0.1m). The expense will not subsequently be

reclassified to statement of income.

The auditor’s remuneration comprised £1,044,000 (2025: £381,000) for the statutory audit.

The average number of people employed by the company (including Directors) during the

year was 93 (2025: 94). All these individuals were involved in administration.

The aggregate payroll costs (including Directors) of these people were as follows:

2026

£m

2025

£m

Wages and salaries 11.7 10.8

Social security costs 1.5 1.5

Other pension costs 0.5 0.5

13.7 12.8

The share-based payment charge was £2.1m (2025: credit of £1.1m). Details of the Group’s

share option schemes are included in Note 28 to the Group Financial Statements.

Full details of the emoluments paid to Directors can be found in the Remuneration Report on

pages 156 to 171.

Furniture and

fittings

£m

Computer

equipment

£m

Total

£m

Cost

Balance at 1 April 2025 0.3 0.7 1.0

Additions 0.0 0.1 0.1

Disposals (0.3) 0.0 (0.3)

Balance at 31 March 2026 0.0 0.8 0.8

Depreciation

Balance at 1 April 2025 0.1 0.5 0.6

Charge for year 0.1 0.1 0.2

Disposals (0.2) 0.0 (0.2)

Balance at 31 March 2026 0.0 0.6 0.6

Net book value

Balance at 31 March 2025 0.2 0.2 0.4

Balance at 31 March 2026 0.0 0.2 0.2

Notes to the Parent Company financial statements continued

235

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

(d) Intangible assets

Software

£m

Cost

Balance at 1 April 2025 1.8

Disposals 0.0

Balance at 31 March 2026 1.8

Amortisation and impairment losses

Balance at 1 April 2025 1.1

Amortisation charge for year 0.2

Balance at 31 March 2026 1.3

Net book value

Balance at 31 March 2025 0.7

Balance at 31 March 2026 0.5

(e) Investments

Investments

in subsidiary

undertakings

£m

Cost or valuation

Balance at 1 April 2025 376.6

Expense in respect of share options transferred to subsidiary undertakings 1.6

Balance at 31 March 2026 378.2

Impairment

Balance at 1 April 2025 and 31 March 2026 18.7

Net book value

Balance at 31 March 2025 357.9

Balance at 31 March 2026 359.5

Related undertakings of the Group

The following disclosure is provided in accordance with Section 409 of the Companies

Act2006.

As of 31 March 2026, the companies listed below and on the following pages are indirectly

held by Oxford Instruments plc, except for Oxford Instruments Industrial Products Holdings

Limited, Oxford Instruments Nanotechnology Tools Holdings Limited and Oxford Instruments

Overseas Holdings Limited, which are all 100% directly owned by Oxford Instruments plc.

The financial year end of each company is 31 March unless otherwise indicated.

All subsidiary undertakings are controlled by the Group and their results are fully consolidated

in the Group’s Financial Statements.

Notes to the Parent Company financial statements continued

236

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

Company name Address Ownership interest % of class held

Andor Technology

Limited

7 Millennium Way, Springvale

Business Park, Belfast, Northern

Ireland, BT12 7AL

Ordinary shares 100

Andor Technology, Inc. 300 Baker Avenue, Suite 150,

Concord MA 01742, United States

Common stock 100

Bitplane AG Zurcherstrasse 6, 8952 Schlieren,

Switzerland

Ordinary shares

Preference shares 100

FemtoTools AG Furtbachstrasse 4, 8107 Buchs ZH,

Switzerland

Ordinary shares 100

First Light Imaging SAS Europarc Sainte Victoire Bâtiment 5,

Route de Valbrillant Le Canet, 13590

Meyreuil France

Ordinary shares

Preference shares 100

Oxford Instruments

AFM Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

America Inc.

300 Baker Avenue, Suite 150,

Concord MA 01742, United States

Common stock 100

Oxford Instruments

Asylum Research Inc.

7416 Hollister Avenue, Santa Barbara,

CA 93117, United States

Common stock 100

Oxford Instruments

Australia Pty Limited

C/O ECOVIS, Suite 7, 13 Hickson Road,

Dawes Point, New South Wales,

Australia

Ordinary shares 100

Oxford Instruments

GmbH

Borsigstrasse 15a, 65205, Wiesbaden,

Germany

Ordinary shares 100

Oxford Instruments

Holdings 2013 Inc

300 Baker Avenue, Suite 150,

Concord MA 01742, United States

Common stock 100

Company name Address Ownership interest % of class held

Oxford Instruments

Holdings Europe

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Holdings GmbH

Borsigstrasse 15a, 65205, Wiesbaden,

Germany

Ordinary shares 100

Oxford Instruments

India Private Limited

Coral Plaza, 2nd Floor, Plot No.

A-114 & A-115, Road No. 21, Nehru

NagarWagle Industrial Estate, Thane

(W), Maharashtra, 400604, India

Equity shares 100

Oxford Instruments

Industrial Products

Holdings Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Industrial Products

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Italia s.r.l.

Via Della Chiusa 15, 20123, Milan, Italy Capital stock 100

Oxford Instruments KK Sumitomo Fudosan Osaki Twin

Building East, 5-1-18 Kita-Shinagawa,

Shinagawa-ku, Tokyo, 141-0001,

Japan

Ordinary shares 100

Oxford Instruments

Molecular Biotools

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Nanotechnology Tools

Holdings Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Nanotechnology Tools

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Notes to the Parent Company financial statements continued

(e) Investments

Subsidiaries

237

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

Company name Address Ownership interest % of class held

Oxford Instruments

Nordiska AB

C/o TMF Sweden AB, Vasagatan 38,

111 20 Stockholm, Sweden

Shares 100

Oxford Instruments

Overseas España SL

Calle Ferraz No. 78 2 A, 28008

Madrid, Spain

Ordinary shares 100

Oxford Instruments

Overseas Holdings

2008 Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Overseas Holdings

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Overseas Marketing

GmbH

Borsigstrasse 15a, 65205, Wiesbaden,

Germany

Ordinary shares 100

Oxford Instruments

Overseas Marketing

Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Oxford Instruments

Private Limited

80 Raffles Place, #47-01 UOB Plaza,

048624, Singapore

Ordinary shares 100

Oxford Instruments SAS 9 Avenue du Canada, Immeuble “Le

Méridien”, 91940 Les Ulis, France

Ordinary shares 100

Oxford Instruments

(Taiwan) Co., Ltd

6F.-1, No. 32, Gaotie 2nd Rd., Zhubei

City, Hsinchu County

Ordinary shares 100

Oxford Instruments

Technologies Oy

Technopolis Innopoli 1, Tekniikantie 12,

Espoo, 02150, Finland

Ordinary shares 100

Oxford Instruments

Technology (Shanghai)

Co. Ltd

Floor 1, Building 60, 461 Hongcao

Road, Xuhui District, Shanghai, China

Registered capital 100

Oxford Instruments UK

2013 Limited

Halifax Road, High Wycombe, HP12

3SE, United Kingdom

Ordinary shares 100

Company name Address Ownership interest % of class held

Oxford Instruments

X-Ray Technology Inc.

360 El Pueblo Road, Scotts Valley CA

95066, United States

Common stock 100

Spectral Applied

Research Inc

199 Bay Street, Suite 5300,

Commerce Court West, Toronto ON

M5L 1B9, Canada

Common shares 100

WITec Pte. Ltd

25 International Business Park,

#03-59A German Centre, 609916,

Singapore

Ordinary shares 100

WITec

Wissenschaftliche

Instrumente und

Technologie GmbH

Lise-Meitner-Str. 6, D-89081 Ulm,

Germany

Ordinary shares 100

1 Dormant entity.

2 Financial year end is 31 August.

3 Entity has taken advantage of S479A Companies Act 2006 (S479A) audit exemption for the year ended 31 March

2026. Oxford Instruments plc will issue a guarantee pursuant to S479A in relation to the liabilities of the entity.

Notes to the Parent Company financial statements continued

(e) Investments continued

Subsidiaries continued

238

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Overview Strategic Report Financial StatementsGovernance

(f) Trade and other receivables

2026

£m

2025

£m

Amounts falling due after one year:

Amounts owed by subsidiary undertaking 3.7 2.8

Amounts falling due within one year:

Amounts owed by subsidiary undertaking 33.9 35.3

Other receivables 3.2 0.7

Prepayments and accrued income 3.2 3.0

40.3 39.0

Amounts owed by subsidiary undertakings are interest-free, unsecured and repayable

on demand.

The company has no immediate intention to recall £3.7m (2025: £2.8m) of these balances

in the short term and so these amounts are classified as amounts falling due after more

than one year.

(g) Trade and other payables

2026

£m

2025

£m

Amounts falling due within one year:

Trade payables 2.0 2.5

Amounts owed to subsidiary undertaking 119.7 39.1

Tax, social security and sales-related taxes 2.9 2.3

Other payables 0.9 –

Accruals 4.8 5.5

130.3 49.4

Amounts owed to subsidiary undertakings are interest-free and repayable on demand.

(h) Bank overdraft

2026

£m

2025

£m

Current

Bank overdraft 0.5 3.8

At the end of the year 0.5 3.8

(i) Deferred tax asset

2026

£m

2025

£m

Balance at 1 April 0.4 2.1

Statement of income (debit)/credit (1.7) (1.2)

Other comprehensive income credit 1.2 –

Statement of changes in equity debit 0.1 (0.5)

Balance at 31 March – 0.4

The amounts of deferred tax assets not recognised are as follows:

Not recognised

2026

£m

2025

£m

Excess of depreciation over corresponding capital allowance 0.2 0.2

Employee benefits – pension and share scheme 0.9 0.2

1.1 0.4

The company recognises deferred tax assets only to the extent that there will be suitable taxable

profits from which the future reversal of the underlying timing differences can be deducted.

The UK deferred tax assets and liabilities have been calculated based on the enacted rate

of 25%.

Notes to the Parent Company financial statements continued

239

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

(j) Pension commitments

The company and its employees contribute to the Oxford Instruments Pension Scheme (‘the

Scheme’), a defined benefit pension scheme, which offers pensions in retirement and death in

service benefit to members. Pension benefits are related to members’ final salary at retirement

and their length of service.

The Scheme was closed to new members from 1 April 2001. Since this date, new employees

have been invited to join the Oxford Instruments Stakeholder Plan, a defined contribution

scheme. The Scheme is also closed to future accrual.

The Oxford Instruments Group policy for charging net defined benefit costs to participating

entities states that member costs are charged directly to a participating company if that

member is also an employee of said participating company. The costs of scheme members

that are no longer employees of any participating company or directly affiliated with a Group

company are allocated on the basis of the participating company’s scheme members as a

percentage of the total scheme members that are also employees of participating companies.

The policy for determining contributions to be paid by participating companies is the same as

that for charging net defined benefit costs.

Details of the Scheme, its most recent actuarial valuation and its funding can be found in

Note 26 to the Group Financial Statements. The contributions paid by the company to the the

Scheme were £2.0m (2025: £2.0m). The company’s share of the retirement benefit asset was

£2.1m (2025: £5.6m).

(k) Guarantees

The company has given a guarantee to the pension scheme in respect of the liability of its UK

subsidiaries to the pension scheme. The guarantee is for the excess of 105% of the liabilities of

the scheme, calculated on the basis of Section 179 of the Pensions Act 2004, over the assets

of the Scheme.

The company and its UK subsidiaries have entered into a cross-guarantee for £10.0m (2025:

£10.0m) in respect of bank overdraft facilities, of which £nil (2025: £nil) was drawn at the year end.

(l) Commitments

At 31 March 2026, capital commitments contracted were £nil (2025: £nil) and authorised were

£nil (2025: £nil).

(m) Related party transactions

The company has a related party relationship with its Directors and Executive Officers and

with its wholly owned subsidiary companies.

Transactions with key management personnel are disclosed in the Remuneration Report

on pages 156 to 171. There were no other significant transactions with key management

personnel in either the current or preceding year.

Notes to the Parent Company financial statements continued

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Report on the audit of the financial statements

1. Opinion

In our opinion:

• the Financial Statements of Oxford Instruments plc (the ‘Parent Company’) and its

subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the

Parent Company’s affairs as at 31 March 2026 and of the group’s profit for the year

thenended;

• the Group Financial Statements have been properly prepared in accordance with United

Kingdom adopted international accounting standards and IFRS Accounting Standards

asissued by the International Accounting Standards Board (IASB);

• the Parent Company Financial Statements have been properly prepared in accordance

with United Kingdom Generally Accepted Accounting Practice, including Financial

Reporting Standard 101 “Reduced Disclosure Framework” and

• the Financial Statements have been prepared in accordance with the requirements of

theCompanies Act 2006.

We have audited the financial statements which comprise:

• the Consolidated statement of income;

• the Consolidated statement of comprehensive income;

• the Consolidated statement of financial position;

• the Consolidated statement of changes in equity;

• the Consolidated statement of cash flows;

• the Material accounting policies;

• the related Notes 1 to 31 to the Consolidated Financial Statements;

• the Parent Company statement of financial position;

• the Parent Company statement of changes in equity; and

• the related notes a to m for the Parent Company Financial Statements.

The financial reporting framework that has been applied in the preparation of the Group

Financial Statements is applicable law, and United Kingdom adopted international

accounting standards and IFRS Accounting Standards as issued by the IASB. The financial

reporting framework that has been applied in the preparation of the Parent Company financial

statements is applicable law and United Kingdom Accounting Standards, including FRS 101

“Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice).

Independent auditor’s report to the members of Oxford Instruments plc

2. Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs

(UK)) and applicable law. Our responsibilities under those standards are further described in

the auditor’s responsibilities for the audit of the financial statements section of our report.

We are independent of the group and the parent company in accordance with the ethical

requirements that are relevant to our audit of the financial statements in the UK, including the

Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest

entities, and we have fulfilled our other ethical responsibilities in accordance with these

requirements. The non-audit services provided to the Group and Parent company for the year

are disclosed in note 6 to the financial statements.

Prior to our appointment as auditor, and during the year ended 31 March 2026, we provided

certain non-audit services to the Group, comprising regulatory tax return preparation and VAT

advice in a limited number of jurisdictions. These services related to the year ended 31 March

2025 and were completed before we were invited to participate in the audit tender.

Ahead of participating in the tender, we assessed the impact of these services on our

independence, taking into account their nature, the fact that they had ceased, and that the

associated fees were not significant in the context of the prior year audit fee. Based on this

assessment, and consistent with the perspective of an objective, reasonable and informed

third party, we concluded that these services did not impair our independence. This conclusion

was discussed and confirmed with the FRC and the FRC granted a waiver to permit our

participation in the tender in accordance with the Companies (Directors' Remuneration and

Audit) (Amendment) Regulations 2025.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

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3. Summary of our audit approach

Key audit

matters

The key audit matters that we identified in the current year were:

• Timing of revenue recognition (revenue ‘cut-off’)

• Inventory provisioning

Materiality The materiality that we used for the Group Financial Statements was

£3.85mwhich was determined on the basis of 5% of forecasted adjusted

profit before tax.

Scoping We completed audits of specified classes of transactions, account balances

and disclosures for 20 reporting entities. These components represent 91% of

revenue and 91% of profit before tax.

Our approach to

the transition,

and changes in

our approach

compared with

the predecessor

auditor

The year ended 31 March 2026 is our first year as auditor of the Group. We

commenced our transition activities from October 2025. Our work included:

• Preparing a detailed audit transition plan;

• Reviewing the predecessor auditor’s audit files;

• Holding planning workshops with key management teams including

component management teams, internal audit, tax, legal and Group

finance teams throughout our audit planning; and

• Holding a series of planning meetings with our component audit teams

and undertaking Group audit team visits to key components.

These procedures developed our understanding of the Group and informed

our risk assessment, including materiality, scoping and identification of key

audit matters.

The only significant change in our approach compared to the approach

adopted by the predecessor audit in the prior year was as follows:

• Having assessed the changes in the model since prior year and the

increased level of headroom demonstrated in the directors’ assessment,

we do not consider the Valuation of Group goodwill (Andor CGU) to be a

key audit matter in the current year.

Independent auditor’s report to the members of Oxford Instruments plc continued

4. Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors’ use of the going

concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s and parent company’s ability to

continue to adopt the going concern basis of accounting included:

• obtaining an understanding of the Group’s financing facilities including the nature of

facilities, repayment terms, covenants and expected renewal of financing arrangements;

• evaluating the assumptions used in the Board-approved forecasts by reference to historical

performance, the impact of macroeconomic uncertainty, and other supporting evidence

such as market data;

• recalculating the amount of headroom in the forecasts (in liquidity terms and against the

relevant covenant limits);

• assessing the appropriateness of the sensitivity analysis and reverse stress tests performed

by management; and

• assessing the appropriateness of the disclosures made in the financial statements.

Based on the work we have performed, we have not identified any material uncertainties

relating to events or conditions that, individually or collectively, may cast significant doubt

on the group's and parent company’s ability to continue as a going concern for a period of at

least twelve months from when the financial statements are authorised for issue.

In relation to the reporting on how the group has applied the UK Corporate Governance Code,

we have nothing material to add or draw attention to in relation to the directors’ statement in

the financial statements about whether the directors considered it appropriate to adopt the

going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are

described in the relevant sections of this report.

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5. Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most

significance in our audit of the financial statements of the current period and include the

most significant assessed risks of material misstatement (whether or not due to fraud) that

we identified. These matters included those which had the greatest effect on: the overall

audit strategy; the allocation of resources in the audit; and directing the efforts of the

engagementteam.

These matters were addressed in the context of our audit of the financial statements as a

whole, and in forming our opinion thereon, and we do not provide a separate opinion on

thesematters.

5.1. Timing of revenue recognition (revenue ‘cut-off’)

Key audit

matter

description

The Group recognised revenue of £423.2m predominantly through the provision

of goods accounted for under IFRS 15: Revenue from Contracts with Customers.

Given the number of businesses within the Group, the variety of revenue

streams and nature of businesses spanning across numerous countries

and industries understanding the revenue cycles in each business and their

respective control environments was the key focus of our risk assessment and

the basis for our planned audit procedures.

As disclosed in the material accounting policies section, revenue should be

recognised once control of goods has passed to the customer in line with the

relevant requirements of IFRS 15. We identified a key audit matter and potential

fraud risk relating to a risk of material misstatement in cut-off of revenue

recognition. The potential fraud risk relates to revenue recognised in advance

of the appropriate revenue recognition point, given that revenue in March 2026

is notably higher than the monthly revenues through the remainder of the year.

Revenue recognition is considered a significant matter by the Audit and Risk

Committee, as outlined on page 129.

Independent auditor’s report to the members of Oxford Instruments plc continued

How the scope

of our audit

responded to

the key audit

matter

We performed the following procedures to address this key audit matter:

• obtained an understanding of the revenue cycle and relevant controls in

place to address the risk of inappropriate cut-off;

• for a sample of transactions within the relevant period, we assessed the

consistency of the recorded period of the transaction with evidence including

purchase orders, amendment letters, despatch documentation and sales

invoices, as necessary in order to determine whether revenue is recognised in

the correct period.

• for a sample of manual journals posted in March 2026 which increased

revenue, we inspected the underlying documentation supporting the journal

and assessed the consistency of the recorded period of the transaction;

• assessed a sample of credit notes issued post year end by inspecting

supporting documentation and evaluating the reason for the credit note to

assess appropriateness of the recorded period of the transaction.

Key

observations

Based on the procedures performed, we found that the year-end cut-off of

revenue is appropriate for the year ended 31 March 2026.

5.2. Inventory provisioning

Key audit

matter

description

The Group’s inventory balance as at 31 March 2026 was £72.5m. Inventory

valuation is considered a significant matter by the Audit and Risk Committee, as

outlined on page 129.

The level of estimation and judgement in the valuation of inventory is primarily

focussed on the provision made for slow moving and obsolete stock where

there is evidence of impairment, to reduce the carrying value to its net

realisable value. This requires consideration of several factors including but not

limited to inventory usage, expected future demand, new product introduction

plans and likely realisable values to estimate the excess quantities and net

realisable value.

The calculation of the inventory provision is determined with respect to the

usage of the particular item of inventory over a period of time. However, the

calculation often includes manual adjustments which are incorporated into the

estimate. This therefore requires significant management judgement.

As a result, we identified a key audit matter relating to inventory provisioning.

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How the scope

of our audit

responded to

the key audit

matter

We performed the following procedures to address this key audit matter:

• obtained an understanding of the relevant controls relating to the provision

for slow moving and obsolete stock;

• attended inventory counts at key locations to inspect a sample of physical

inventory for existence and to assess the condition of a sample of stock in

order to identify any slow-moving, obsolete or damaged items;

• assessed whether the assumptions underpinning the judgements applied

in the provision are aligned to the Group policies and assessed whether the

policies are being applied consistently across the Group;

• evaluated the mathematical accuracy of the provision by reperforming

a calculation of the expected provision based on the key inputs. We then

assessed the appropriateness of a sample of manual adjustments to

the calculation by assessing whether they were consistent with external

evidence and by making inquiries of those outside of finance. This included

considering future demand and inspecting evidence of future orders where

relevant;

• assessed the completeness of the inventory provision, by inspecting the

supporting documentation related to the subsequent sale of finished items

held within year-end inventory, and comparing this to the cost of inventory

recorded.

Key

observations

Based on the procedures performed, we found that the carrying value of

inventory of the Group is appropriate as at 31 March 2026. We made a number

of recommendations to management and those charged with governance with

respect to control improvements in this area.

6. Our application of materiality

6.1. Materiality

We define materiality as the magnitude of misstatement in the financial statements that

makes it probable that the economic decisions of a reasonably knowledgeable person would

be changed or influenced. We use materiality both in planning the scope of our audit work

and in evaluating the results of our work.

Independent auditor’s report to the members of Oxford Instruments plc continued

Based on our professional judgement, we determined materiality for the financial statements

as a whole as follows:

Group Financial Statements Parent Company Financial Statements

Materiality £3.9m £3.5m

Basis for

determining

materiality

We determined materiality on the basis

of 5% of forecasted adjusted profit

before tax, which represents 5.2% of

final adjusted profit before tax.

Parent Company materiality is capped

at 90% of the Group materiality.

Rationale for

the benchmark

applied

We have used adjusted profit before

tax for determining materiality. This

is considered to be a key benchmark

and best portrays the performance of

the business. It is metric that is most

commonly used and seen as important

by the primary users of the Financial

Statements.

We have capped Parent Company

materiality based on the entity’s

contribution to the overall net assets of

the Group given the entity is primarily a

holding company for the Group.

5.2. Inventory provisioning continued

Group materiality £3.9m

Adjusted PBT £75m

Component performance

materiality range £1.3m to £2.3m

Audit and Risk Committee

reporting threshold £0.2m

PBT

Group materiality

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6.2. Performance materiality

We set performance materiality at a level lower than materiality to reduce the probability

that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the

financial statements as a whole.

Group financial statements Parent company financial statements

Performance

materiality

65% of Group materiality 65% of parent company materiality

Basis and rationale

for determining

performance

materiality

In determining performance materiality, we considered the following factors:

• Our risk assessment, including our assessment of the Group’s overall

control environment;

• The disaggregated nature of the Group; and

• The number of corrected and uncorrected misstatements identified in the

previous audit by the predecessor audit.

6.3. Error reporting threshold

We agreed with the Audit and Risk Committee that we would report to the Committee all

audit differences in excess of £192,500, as well as differences below that threshold that, in

our view, warranted reporting on qualitative grounds. We also report to the Audit and Risk

Committee on disclosure matters that we identify when assessing the overall presentation of

the financial statements.

7. An overview of the scope of our audit

7.1. Identification and scoping of components

Our Group audit was scoped by obtaining an understanding of the Group and its environment,

including Group-wide controls, and assessing the risks of material misstatement at the Group

level. Our definition of component is aligned to the reporting unit structure within the Group.

Our determination of which components to include in our audit scope considered:

• qualitative and quantitative risk factors;

• the structure of internal reporting within the Group;

• changes to the Group arising from acquisitions, disposals, or restructuring events; and

• the outcome of recent internal audit reports, or other indications of increased risk identified

by management or the directors.

Independent auditor’s report to the members of Oxford Instruments plc continued

For the purposes of our Group audit we have performed audit procedures on one or more

classes of transactions, account balances, or disclosures for components which represent

91% of revenue and 91% of profit before tax. Our work has been completed to component

performance materiality levels which were lower than Group materiality, ranging from £1.3

million to £2.3 million.

As each of the components maintains separate financial records, we have engaged

component auditors from Deloitte member firms in Germany, Northern Ireland and Japan

to perform procedures under our direction and supervision as further described in section

7.4 below. At a Group level, we performed work on UK & US components in scope as well

as testing the consolidation processes. We also performed a review at group level on

components and balances that were not subject to audit procedures.

7.2. Our consideration of the control environment

The Group operates a range of IT systems relevant to its financial reporting processes. These

can vary by geography and/or reporting entity. For certain components, we identified relevant

IT systems for the purpose of our audit work. These were typically the principal Enterprise

Resource Planning (ERP) systems for each relevant component that govern the general ledger

and transaction accounting balances and also included the Group’s consolidation system.

Our approach was principally designed to inform our risk assessment and, as such, with the

involvement of our IT specialists we obtained an understanding of relevant general IT controls.

In the current year we did not plan to rely on the operating effectiveness of controls

(automated or otherwise). This strategy reflected our understanding of the Group, including:

the disaggregated nature of the control environment, which brings inherent segregation of

duty challenges in certain smaller businesses; limited formality of the control environment

specifically around retention of evidence of a control’s operation sufficient for testing purposes;

and our understanding of the Group’s programme to improve its control environment. This

understanding was reconfirmed in our testing results which identified a number of control

deficiencies which were communicated to the Audit and Risk Committee and therefore

appropriately already factored into our planned audit approach and risk assessment. We also

gained an understanding of the relevant controls related to key audit matters as well as other

key financial reporting process cycles to inform our risk assessment. The Group continues

to invest time in responding to and addressing our observations on controls. Management

determines their response to these observations and continues to monitor their resolution with

reporting to and oversight from the Audit and Risk Committee as explained in their Report on

pages 127 to 136, which includes consideration of developments in control in the context of the

FRC guidance and changes to the Corporate Governance Code.

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7.2. Our consideration of the control environment continued

As management develops and completes its controls improvement programme, we expect

our audit approach to be developed to place increased reliance on controls in future years

alongside these developments in the internal control environment.

7.3. Our consideration of climate-related risks

In planning our audit, we have considered the potential impact of climate change on

the Group’s business and its financial statements. The Group has assessed the risk and

opportunities relevant to climate change and this remains a principal risk for the Group.

The risk has also been considered and embedded into the businesses as explained in the

Strategic Report on page 94.

As part of our audit procedures, we have obtained management’s climate-related risk

assessment and held discussions with those charged with governance to understand the

process of identifying climate-related risks, the determination of mitigating actions and the

impact on the Group’s financial statements.

While management has acknowledged the risks posed by climate change, they have

assessed that climate change does not create any key sources of estimation uncertainty in

the financial statements as at 31 March 2026 as explained in Note 1. With the involvement

of our ESG specialists, we performed our own qualitative risk assessment of the potential

impact of climate change on the Group’s account balances and classes of transactions and

did not identify any additional risks of material misstatement. Our procedures include reading

disclosures included in the Strategic Report to consider whether they are materially consistent

with the financial statements and our knowledge obtained in the audit.

7.4. Working with other auditors

The work of component auditors was performed under the direction and supervision of the

Group audit team. The Group audit team was directly involved in the component auditors’

planning and risk assessment processes, as well as during the execution of their audit work.

We sent our component teams detailed instructions, reviewed the component audit working

papers and findings from their work, and reviewed their reporting.

We also visited component audit teams in Germany and Northern Ireland and held in-person

discussions. Prior to the commencement of our detailed audit work we held planning meetings

with our component teams, led by the Group audit team. The purpose of these planning

meetings was to develop our understanding of the Group’s businesses, its core strategy and

adiscussion of the significant risks and our planned audit approach at a component level.

Independent auditor’s report to the members of Oxford Instruments plc continued

Weprovided additional guidance to the component audit teams, to identify areas of

judgement and improve the quality and consistency of the audit procedures performed.

We attended component audit closing conference calls and held regular remote meetings

to interact on any related audit and accounting matters. Senior members of the Group audit

team were assigned to each component to facilitate an effective and consistent approach to

component oversight.

8. Other information

The other information comprises the information included in the Annual Report other than the

financial statements and our auditor’s report thereon. The directors are responsible for the

other information contained within the Annual Report.

Our opinion on the financial statements does not cover the other information and, except to

the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other

information is materially inconsistent with the financial statements or our knowledge obtained

in the course of the audit, or otherwise appears to be materially misstated.

If we identify such material inconsistencies or apparent material misstatements, we are

required to determine whether this gives rise to a material misstatement in the financial

statements themselves. If, based on the work we have performed, we conclude that there is a

material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

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9. Responsibilities of directors

As explained more fully in the directors’ responsibilities statement, the directors are

responsible for the preparation of the financial statements and for being satisfied that they

give a true and fair view, and for such internal control as the directors determine is necessary

to enable the preparation of financial statements that are free from material misstatement,

whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s

and the parent company’s ability to continue as a going concern, disclosing as applicable,

matters related to going concern and using the going concern basis of accounting unless the

directors either intend to liquidate the group or the parent company or to cease operations, or

have no realistic alternative but to do so.

10. Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as

a whole are free from material misstatement, whether due to fraud or error, and to issue an

auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,

but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always

detect a material misstatement when it exists. Misstatements can arise from fraud or error and

are considered material if, individually or in the aggregate, they could reasonably be expected

to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located

on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of

our auditor’s report.

11. Extent to which the audit was considered 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

Independent auditor’s report to the members of Oxford Instruments plc continued

11.1. Identifying and assessing potential risks related to irregularities

In identifying and assessing risks of material misstatement in respect of irregularities, including

fraud and non-compliance with laws and regulations, we considered the following:

• the nature of the industry and sector, control environment and business performance

including the design of the Group’s remuneration policies, key drivers for directors’

remuneration, bonus levels and performance targets;

• results of our enquiries of management, internal audit, directors and the Audit and Risk

Committee about their own identification and assessment of the risks of irregularities,

including those that are specific to the Group’s sector;

• any matters we identified having obtained and reviewed the Group’s documentation of their

policies and procedures relating to:

– identifying, evaluating and complying with laws and regulations and whether they were

aware of any instances of non-compliance;

– detecting and responding to the risks of fraud and whether they have knowledge of any

actual, suspected or alleged fraud;

– the internal controls established to mitigate risks of fraud or non-compliance with laws

and regulations;

• the matters discussed among the audit engagement team including component audit

teams and relevant internal specialists, including tax, valuations, pensions and IT specialists

regarding how and where fraud might occur in the financial statements and any potential

indicators of fraud.

As a result of these procedures, we considered the opportunities and incentives that may

exist within the organisation for fraud and identified the greatest potential for fraud in the

following areas: Timing of revenue recognition (revenue ‘cut-off’). In common with all audits

under ISAs (UK), we are also required to perform specific procedures to respond to the risk of

management override.

We also obtained an understanding of the legal and regulatory frameworks that the Group

operates in, focusing on provisions of those laws and regulations that had a direct effect on

the determination of material amounts and disclosures in the financial statements. The key

laws and regulations we considered in this context included the UK Companies Act, UK Listing

Rules, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct

effect on the financial statements but compliance with which may be fundamental to the

Group’s ability to operate or to avoid a material penalty.

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11.2. Audit response to risks identified

As a result of performing the above, we identified timing of revenue recognition (revenue ‘cut-

off’) as a key audit matter related to the potential risk of fraud. The key audit matters section

of our report explains the matter in more detail and also describes the specific procedures we

performed in response to that key audit matter.

In addition to the above, our procedures to respond to risks identified included the following:

• reviewing the financial statement disclosures and testing to supporting documentation to

assess compliance with provisions of relevant laws and regulations described as having a

direct effect on the financial statements;

• enquiring of management, the Audit and Risk Committee and in-house legal counsel

concerning actual and potential litigation and claims;

• performing analytical procedures to identify any unusual or unexpected relationships that

may indicate risks of material misstatement due to fraud;

• reading minutes of meetings of those charged with governance, reviewing internal audit

reports and reviewing correspondence with HMRC and the licensing authority;

• in addressing the risk of fraud through management override of controls, testing the

appropriateness of journal entries and other adjustments; assessing whether the

judgements made in making accounting estimates are indicative of a potential bias; and

evaluating the business rationale of any significant transactions that are unusual or outside

the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to

all engagement team members including internal specialists and component audit teams,

and remained alert to any indications of fraud or non-compliance with laws and regulations

throughout the audit.

Independent auditor’s report to the members of Oxford Instruments plc continued

Report on other legal and regulatory requirements

12. Opinions on other matters prescribed by the Companies Act 2006

In our opinion the part of the directors’ remuneration report to be audited has been properly

prepared in accordance with the Companies Act 2006.

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the strategic report and the directors’ report for the financial

year for which the financial statements are prepared is consistent with the financial

statements; and

• the strategic report and the directors’ report have been prepared in accordance with

applicable legal requirements.

In the light of the knowledge and understanding of the group and the parent company and

their environment obtained in the course of the audit, we have not identified any material

misstatements in the strategic report or the directors’ report.

13. Corporate Governance Statement

The UK Listing Rules require us to review the directors' statement in relation to going concern,

longer-term viability and that part of the Corporate Governance Statement relating to the

group’s compliance with the provisions of the UK Corporate Governance Code specified for

our review.

Based on the work undertaken as part of our audit, we have concluded that each of the

following elements of the Corporate Governance Statement is materially consistent with

the financial statements and our knowledge obtained during the audit:

• the directors’ statement with regards to the appropriateness of adopting the going concern

basis of accounting and any material uncertainties identified set out on page 96;

• the directors’ explanation as to its assessment of the Group’s prospects, the period this

assessment covers and why the period is appropriate set out on pages 95 and 96;

• the directors' statement on fair, balanced and understandable set out on page 131;

• the board’s confirmation that it has carried out a robust assessment of the emerging and

principal risks set out on page 79;

• the section of the Annual Report that describes the review of effectiveness of risk

management and internal control systems set out on pages 132 to 133; and

• the section describing the work of the Audit and Risk Committee set out on pages 127 to 136.

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14. Matters on which we are required to report by exception

14.1. Adequacy of explanations received and accounting records

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• we have not received all the information and explanations we require for our audit; or

• adequate accounting records have not been kept by the parent company, or returns

adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting

records and returns.

We have nothing to report in respect of these matters.

14.2. Directors’ remuneration

Under the Companies Act 2006 we are also required to report if in our opinion certain

disclosures of directors’ remuneration have not been made or the part of the directors’

remuneration report to be audited is not in agreement with the accounting records

andreturns.

We have nothing to report in respect of these matters.

15. Other matters which we are required to address

15.1. Auditor tenure

Following the recommendation of the Audit and Risk Committee, we were appointed by the

Board of Directors in October 2025 to audit the financial statements for the year ending 31

March 2026 and subsequent financial periods. The period of total uninterrupted engagement

including previous renewals and reappointments of the firm is one year covering the year

ended 31 March 2026.

15.2. Consistency of the audit report with the additional report to the Audit and

RiskCommittee

Our audit opinion is consistent with the additional report to the Audit and Risk Committee we

are required to provide in accordance with ISAs (UK).

Independent auditor’s report to the members of Oxford Instruments plc continued

16. Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter

3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we

might state to the company’s members those matters we are required to state to them in

an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do

not accept or assume responsibility to anyone other than the company and the company’s

members as a body, for our audit work, for this report, or for the opinions we have formed.

As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency

Rule (DTR) 4.1.15R – DTR 4.1.18R, these financial statements will form part of the Electronic

Format Annual Financial Report filed on the National Storage Mechanism of the FCA in

accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over

whether the Electronic Format Annual Financial Report has been prepared in compliance with

DTR 4.1.15R – DTR 4.1.18R.

JAMES HUNTER

(Senior statutory auditor)

For and on behalf of Deloitte LLP

Statutory Auditor

Reading, United Kingdom

8 June 2026

249

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

2022

£m

2023

£m

2024

£m

2025 as

restated

(Note 13)

£m

2026

£m

Consolidated Statement of Income

Revenue from continuing operations 367.3 444.7 470.4 443.4 423.2

Adjusted operating profit from continuing

operations

66.3 80.5 80.3 79.5 73.7

Intellectual property litigation settlement (0.4) – 3.3 – –

Transaction-related costs (0.4) – (1.0) (0.7) (0.3)

Release of provision on disposal – 0.4 – – –

Defined benefit pension scheme buy-in costs – – (0.4) – (0.9)

Impairment of goodwill (1.7) (0.5) – (26.0) –

Restructuring costs and charges associated

with management changes – (0.4) (3.7) (7.8) (9.9)

Profit on disposal of assets – – – – 3.7

Intellectual property litigation costs – (0.5) (0.4) – –

Impairment of capitalised development costs – (0.8) – – –

Amortisation of acquired intangibles (9.5) (9.3) (9.1) (9.2) (7.3)

Fair value movement on financial derivatives (6.4) 3.0 (0.7) (0.3) (1.0)

Release of contingent consideration – – – 2.1 –

Operating profit from continuing operations 48.3 72.4 68.3 37.6 58.0

Net financing (costs)/income (0.7) 1.1 3.0 0.6 0.5

Profit before taxation from continuing operations 47.6 73.5 71.3 38.2 58.5

Income tax expense (9.0) (14.9) (20.6) (13.0) (14.0)

Profit for the year from continuing operations 38.6 58.6 50.7 25.2 44.5

Adjusted profit before tax from continuing

operations 65.9 82.0 83.3 80.7 75.0

Historical financial summary

2022

£m

2023

£m

2024

£m

2025 as

restated

(Note 13)

£m

2026

£m

Consolidated Statement of Financial Position

Property, plant and equipment 31.7 59.3 80.5 85.6 76.4

Right-of-use assets 17.9 31.4 32.4 29.9 29.9

Intangible assets 140.7 132.1 138.2 121.8 112.7

Long-term receivables – 0.5 1.3 1.0 1.0

Deferred and current tax (5.4) (2.9) (5.8) (2.2) (2.2)

Inventories 65.3 81.4 108.1 99.1 72.5

Trade and other receivables 95.8 115.2 117.2 128.4 127.1

Trade and other payables (141.0) (160.6) (166.3) (158.3) (143.3)

Lease payables (3.5) (5.2) (4.8) (4.5) (3.8)

Net assets excluding net cash 201.5 251.2 300.8 300.8 270.3

Cash and cash equivalents 96.4 112.7 97.8 94.1 106.9

Bank overdrafts (8.7) (11.2) (12.3) (8.8) (12.4)

Bank borrowings (1.8) (1.3) (1.7) (0.9) (0.5)

Net cash 85.9 100.2 83.8 84.4 94.0

Lease payables (14.9) (26.2) (28.6) (26.7) (27.8)

Provisions (7.8) ( 7.6) (6.4) (5.9) (4.3)

Retirement benefit obligations 51.7 26.4 16.1 23.5 8.0

Net assets employed/capital and reserves

attributable to the company's equity holders 316.4 344.0 365.7 376.1 340.2

250

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

2022

£m

2023

£m

2024

£m

2025 as

restated

(Note 13)

£m

2026

£m

Cash flows from continuing operations

Net cash from operating activities 49.1 66.5 42.4 60.5 51.7

Net cash (used in)/generated from investing

activities (45.6) (36.4) (37.5) (26.1) 39.0

Net cash used in financing activities (15.7) (16.6) (18.0) (19.0) (81.9)

Net (decrease)/increase in cash equivalents

from continuing operations (12.2) 13.5 (13.1) 15.4 8.8

pence pence pence pence pence

Per ordinary share

Earnings – continuing 67.1 101.6 87.7 44.8 84.6

Adjusted earnings

94.3 112.7 109.0 112.4 95.3

Dividends 18.1 19.5 20.8 22.2 23.6

Employees

Average number of employees 1,878 2,027 2,244 2,334 2,186

1 Adjusted numbers are stated to give a better understanding of the underlying business performance. Details of

adjusting items can be found in Note 2 to the Group Financial Statements.

Historical financial summary continued

251

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

Notes

252

Oxford Instruments plc

Annual Report 2026

Overview Strategic Report Financial StatementsGovernance

CBP030752

Printed by a CarbonNeutral

Company certified to ISO 14001 environmental management system.

Printed on material from well-managed, FSC

certified forests and other controlled sources.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets

the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of

press chemicals are recycled for further use and, on average 99% of any waste associated with this

production will be recycled and the remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international conservation charity, who

offset carbon emissions through the purchase and preservation of high conservation value land.

Through protecting standing forests under threat of clearance, carbon is locked-in that would

otherwise be released.

Oxford Instruments plc

Halifax Road

High Wycombe

Buckinghamshire

HP12 3SE

United Kingdom